<PAGE>








                                                                    EXHIBIT 10.3

                            REVOLVING LOAN AGREEMENT

      On this  day of  July,  1993,  Borrower  and  Bank  (each  as  hereinafter
defined), each in consideration of the covenants and agreements contained herein
and for other valuable  consideration,  the receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound, hereby mutually agree as
follows:

1.    DEFINITIONS, ACCOUNTING TERMS AND CODE

      (a)  Definitions.  As used in this  Agreement the terms listed below shall
have the following  meanings unless otherwise required by context (terms defined
in the  singular  to have the same  meaning  when  used in the  plural  and vice
versa):

"Advance" or "Line Advance"  means an advance made by Bank to Borrower,  subject
to the  provisions,  terms,  and  conditions of this  Agreement,  and payable in
accordance with this Agreement and the Revolving Note.

"Affiliate"  of any Person means (1) the spouse,  parent,  child,  grandchild or
sibling of any  individual  Person,  or any other relative who lives in the same
house with, or is a dependent of (under the Internal Revenue Code), such Person;
(2) any general or limited  partnership  in which such Person or any  individual
identified  in clause (1) or entity  identified  in clause (3),  (4) or (5) is a
general  partner  or in which  any  such  Person,  individual  or  entity  owns,
beneficially or of record,  more than 50% of the limited  partnership  interest;
(3) any corporation in which such Person or any individual  identified in clause
(1) is a director or officer,  or which any such Person,  or any  individual  or
entity  identified  in clause (2), (4) or (5) is the owner,  beneficially  or of
record,  of 10% or more of its outstanding  voting stock; (4) any trust of which
any such Person, or any individual or entity identified in clauses (1), (2), (3)
or (5) is a trustee or co-trustee or is the holder,  beneficially  or of record,
of a beneficial  interest of 10% or more; or (5) any  corporation,  partnership,
trust or other entity  controlled by,  controlling or under common control with,
either directly or indirectly, such Person or any of the individuals or entities
identified in clauses (1) through (4) above.

"Agreement"  means this Revolving Loan Agreement  between Borrower and Bank, and
includes  any  partial  or total  amendment,  renewal,  restatement,  extension,
modification or substitution of or for such agreement.

"Bank" means OHIO SAVINGS BANK, a corporation incorporated under the laws of the
State of Ohio.



                                      -29-


<PAGE>








"Borrower" means Oriole Homes Corp., a corporation  incorporated  under the laws
of the State of Florida.

"Borrower's  Certificate"  means  a  certificate  substantially  in the  form of
attached Exhibit A.

"Borrower's Location" means:Suite 200, 1690 South Congress Avenue, Delray Beach,
Florida 33445-6327.

"Borrowing  Base" at any time means an amount not in excess of the lesser of the
following:

      (1)     eighty  percent (80%) of the aggregate  amount payable to Borrower
              within the next  succeeding  twelve  (12)  months from the date of
              computation  pursuant to bona fide contracts  between Borrower and
              one or more  Persons not an  Affiliate of Borrower for the sale of
              single family  residences  located upon the Mortgaged  Property or
              elsewhere within any portion of the entire Palm Isles Development,
              North of Boynton Beach Boulevard and East of the Florida  Turnpike
              in  Boynton  Beach,  Palm  Beach  County,  Florida  as Palm  Isles
              Development  is described in Exhibit B attached  hereto and made a
              part hereof;

      (2)     twenty five percent (25%) of the aggregate  amounts payable within
              the  next   succeeding   twelve  (12)  months  from  the  date  of
              computation  pursuant to bona fide contracts  between Borrower and
              Persons not an Affiliate of Borrower for the sale of single family
              residences in all residential  developments  owned and operated by
              Borrower in Broward, Palm Beach and Martin Counties, Florida.

"Business Day" means any day other than a Saturday or Sunday or any day on which
Bank is required or authorized by law (including executive orders) to close.

"Capital  Lease" means any lease which has been  capitalized on the books of the
lessee in accordance with GAAP.

"Cash Security" means all cash,  Instruments,  Deposit Accounts,  and other cash
equivalents,  whether matured or unmatured,  whether collected or in the process
of  collection,  upon which  Borrower  presently has or may  hereafter  have any
claim,  that are  presently  or may  hereafter be existing or  maintained  with,
issued by, drawn upon, or in the possession of Bank.

"Code" means the Florida Uniform Commercial Code as amended from time to time.

"Collateral" means:



                                      -30-

<PAGE>








      (1)     the Mortgaged Property, as defined in the Mortgage;

      (2)     all Cash Security,

      (3)     all Proceeds, products, revenues, issues, profits, and rents (cash
              and non-cash) of any of the foregoing; and

      (4)     all substitutions for, renewals of,  improvements to, replacements
              for and additions to any of the foregoing.

"Consolidated  Tangible Net Worth" means the excess of the net book value (after
deducting all applicable  reserves and deducting any value  attributable  to the
re-appraisal   or  write-up  of  any  asset)  of  assets  of  Borrower  and  its
consolidated   subsidiaries   (other  than  patents,   copyrights,   trademarks,
franchises,  licenses,  goodwill, treasury stock, customer lists, employees, and
similar  intangibles  and  amounts  due  from  officers,  employees,  directors,
stockholders  or  Affiliates)  over all of  their  liabilities  (other  than any
liabilities  or  indebtedness  subordinated  by  written  agreement  in form and
substance  satisfactory  to Bank in favor of the  prior  payment  in full of the
Loan),  as  determined  on an accrual  basis and in  accordance  with  generally
accepted accounting principles consistently applied.

"Collateral  Value"  means at any time the most  recent  appraised  value of the
Mortgaged  Property as determined by an appraiser (not an Affiliate of Borrower)
and one or more  appraisals  made or  effective  not less than one year prior to
such time in form and substance satisfactory to Bank.

"Contract  Year"  means  each  twelve  (12)  month  period  commencing  upon the
execution hereof and each anniversary thereof.

"Debt" means (1)  indebtedness or liability for borrowed money;  (2) obligations
evidenced  by  bonds,  debentures,  notes,  or other  similar  instruments;  (3)
obligations for the deferred  purchase price of property or services  (including
trade obligations);  (4) obligations as lessee under Capital Leases; (5) current
liabilities in respect of unfunded vested benefits under plans covered by ERISA;
(6)  obligations  under  letters of credit;  (7)  obligations  under  acceptance
facilities;  (8) all  guaranties,  endorsements  (other than for  collection  or
deposit in the ordinary course of business), and other contingent obligations to
purchase, to provide funds for payment, to supply funds to invest in any Person,
or otherwise to assure a creditor  against loss; and (9) obligations  secured by
any Liens, whether or not the obligations have been assumed.

"Default" means any condition or event which  constitutes an Event of Default or
which with the  giving of notice or lapse of time or both  would,  unless  cured
within the applicable period or waived, become an Event of Default.


                                      -31-

<PAGE>








"Default  Rate" means a rate of interest  that is five percent (5%) per annum in
excess of the rate of interest otherwise applicable to Line Advances.

"Deposit  Account"  means (1) any deposit  account,  and (2) any  demand,  time,
savings, passbook, or a similar account maintained with a bank, savings and loan
association, credit union, or similar financial institution.

"ERISA" means the Employee  Retirement  Income  Security Act of 1974, as amended
from  time to  time,  and  the  regulations  promulgated  pursuant  thereto  and
published interpretations thereof.

"Event  of  Default"  means the  occurrence  of any of the  events  set forth in
Section 8 of this Agreement (including the giving of any required notice and the
expiration of any applicable grace period).

"Financial  Impairment"  means the  distressed  economic  condition  of a Person
manifested by any one or more of the following events:

      (1)     adjudicated bankruptcy or insolvency of the Person;

      (2)     the Person is unable, or admits in writing its inability,  to make
              timely payment of the Person's debts, obligations,  or liabilities
              as they mature or come due;

      (3)     assignment by the Person for the benefit of creditors;

      (4)     voluntary  institution  by the  Person or  consent  granted by the
              Person  to  the  involuntary  institution  (whether  by  petition,
              complaint,   application,   default,  answer  (including,  without
              limitation,  an  answer  or  any  other  permissible  or  required
              responsive  pleading  admitting (a) the  jurisdiction of the forum
              and (b)  any  material  allegations  of the  petition,  complaint,
              application,  or other  writing to which such  answer  serves as a
              responsive  pleading  thereto),  or otherwise) of any  bankruptcy,
              insolvency,  reorganization,  arrangement,  readjustment  of debt,
              dissolution,  liquidation,  receivership,  trusteeship, or similar
              proceeding  pursuant  to or  purporting  to  be  pursuant  to  any
              bankruptcy, insolvency, reorganization,  arrangement, readjustment
              of debt, dissolution, liquidation,  receivership,  trusteeship, or
              similar law of any jurisdiction;

      (5)     voluntary  application by the Person for or consent granted by the
              Person to the involuntary appointment of any receiver, trustee, or
              similar  officer  (a)  for  the  Person  or (b)  of or for  all or
              substantially all of the Person's property, or (c) any part of the
              Mortgaged Property;



                                      -32-


<PAGE>








      (6)     entry, without the Person's application,  approval, or consent, of
              any order that is not  dismissed,  stayed,  or  discharged  within
              sixty (60) days from its entry, which is pursuant to or purporting
              to be  pursuant  to any  bankruptcy,  insolvency,  reorganization,
              arrangement,   readjustment  of  debt,  dissolution,  liquidation,
              receivership,  trusteeship or similar law of any  jurisdiction (a)
              approving an  involuntary  petition  seeking an arrangement of the
              Person's creditors,  (b) approving an involuntary petition seeking
              reorganization  of the Person,  or (c)  appointing  any  receiver,
              trustee,  or similar officer (i) for the Person, or (ii) of or for
              all or substantially  all of the Person's  property,  or (iii) any
              part of the Mortgaged Property; or

      (7)     any judgment,  writ, warrant of attachment,  execution, or similar
              process is issued or levied against all or any substantial part of
              the Person's  property or any of the Mortgaged  Property for a sum
              not  covered  by  insurance  in excess of  $250,000.00  in any one
              instance or $500,000 in the aggregate,  and such  judgment,  writ,
              warrant  of  attachment,  execution,  or  similar  process  is not
              released,  vacated,  or fully bonded within thirty (30) days after
              its issue or levy, or paid over time in accordance  with the terms
              of the judgment.

"GAAP" means generally accepted accounting principles in the United States.

"Lien"  means  any  mortgage,   deed  of  trust,   pledge,   security  interest,
hypothecation,  assignment, deposit arrangement, encumbrance, lien (statutory or
other), or preference,  priority,  or other security agreement,  or preferential
arrangement, charge, or encumbrance of any kind or nature whatsoever (including,
without limitation, any conditional sale or other title retention agreement, any
financing  lease having  substantially  the same  economic  effect as any of the
foregoing,  and  the  filing  of any  financing  statement  under  the  Code  or
comparable law of any jurisdiction to evidence any of the foregoing).

"Loan(s)" means the loan(s) made in connection with the Revolving Note.

"Loan  Account"  means an account  maintained  by Bank on its books,  which will
evidence all Line Advances,  accrued  interest  thereon,  other amounts due Bank
with respect to such Line Advances, and all payments thereof by Borrower.

"Loan  Documents"  means this Agreement,  the Revolving Note, the Mortgage,  any
other security agreement or financing  statements creating or further evidencing
or securing the right,  title, and interest of the Bank in and to the Collateral
and all documents or instruments  collateral  thereto and all other documents or
instruments now or subsequently  evidencing or securing or further  securing the
Loan, and any partial or total extensions, renewals, modifications,  amendments,
restatements or substitutions thereof or therefor.


                                      -33-


<PAGE>








"Loan to Collateral Value Ratio" means ratio of the Collateral Value at any time
to the then unpaid principal balance of the Loan at that time.

"Maximum Loan Amount" means Ten Million and no/100 Dollars ($10,000,000.00)

"Mortgage" means the Mortgage and Security  Agreement of even date from Borrower
to Bank intended to secure the Loan,  including any partial or total  amendment,
renewal,  restatement,  extension,  modification  or substitution of or for such
instrument.

"Organization"  means a  corporation,  government or government  subdivision  or
agency,  business trust, estate, trust,  partnership,  association,  two or more
Persons  having a joint or common  interest,  and any other legal or  commercial
entity.

"Person" means an individual or an Organization.

"Prime Rate" means that interest rate  established and used from time to time by
Bank as Bank's Prime Rate, whether or not such rate is publicly  announced;  the
Prime Rate might or might not be the lowest  interest  rate  charged by Bank for
commercial or other extensions of credit.

"Principal  Office"  means  the  principal  office of the Bank  located  at Ohio
Savings Plaza, 1801 East Ninth Street, Cleveland, Ohio 44114, as modified by any
change therein which Bank has supplied in writing to Borrower.

"Proceeds"  means (1) any proceeds,  and (2) whatever is received upon the sale,
exchange,  collection,  or other disposition of Collateral or Proceeds,  whether
cash or non-cash. Cash Proceeds includes, without limitation, money, checks, and
Deposit Accounts.  Proceeds includes,  without  limitation,  any account arising
when the right to  payment  is earned  under a  Contract  Right,  any  insurance
payable  by  reason  of loss or  damage  to the  Collateral,  and any  return or
unearned  premium  upon any  cancellation  of  insurance.  Except  as  expressly
authorized in this Agreement, Bank's right to Proceeds specifically set forth in
this Agreement or indicated in any financing statement shall never constitute an
express  or  implied  authorization  on the  part of Bank  to  Borrower's  sale,
exchange, collection, or other disposition of any or all of the Collateral.

"Related Expenses" means any and all costs, liabilities, and expenses (including
without limitation,  losses, damages,  penalties,  claims,  actions,  reasonable
attorney's fees, legal expenses,  judgments,  suits, and disbursements) incurred
by, imposed upon, or asserted against, Bank in any attempt by Bank:

      (1)     to obtain,  preserve,  perfect,  confirm or enforce  any  security
              interest evidenced by (a) this Agreement, (b) the Mortgage, or (c)
              any of the other Loan Documents,


                                      -34-

<PAGE>








      (2)     to obtain  payment,  performance,  and observance of any or all of
              the Loan or the Loan Documents,

      (3)     to maintain,  insure, audit,  collect,  preserve,  repossess,  and
              dispose of any of the Collateral or any security  described in any
              of  the  Loan  Documents,   including,   without  limitation,  any
              attorney's fees and legal expenses incurred in connection with any
              forfeiture proceedings, or

      (4)     incidental  or  related  to  (1)  through  (3)  above,  inclusive,
              including,  without  limitation,  interest thereupon from the date
              which is ten (10) days  following the date  invoices  therefor are
              forwarded to Borrower  until paid at the Default  Rate,  but in no
              event greater than the highest rate permitted by law.

"Revolving  Note"  means  the  Revolving  Mortgage  Note of even  date  herewith
executed and delivered to Bank by Borrower,  in the maximum  principal amount of
Ten Million and no/100 Dollars ($10,000,000.00),  including any partial or total
extension, restatement, renewal, amendment, modification or substitution thereof
or therefor.


"Senior  Indenture"  means that certain  Indenture dated as of January 20, 1993,
between the Borrower, as Issuer, and SunBank,  National Association,  a national
banking association,  as Trustee, related to the issuance of twelve and one-half
percent  (12-1/2%)  Senior Notes,  dues 2003 in the  aggregate  principal sum of
Seventy Million Dollars ($70,000,000.00).

"Single Family  Residence" means a detached single family dwelling,  condominium
unit or similar space (whether or not in a multi-family  building)  intended for
permanent (not leased,  rented,  temporary or transient)  residential use by not
more than one family.

"Termination Date" means June 30, 1996.

      (b) Accounting Terms. All accounting terms not specifically defined herein
shall be construed in accordance  with GAAP consistent with those applied in the
preparation  of the  financial  statements  referred  to in  Section  5 of  this
Agreement.

      (c) Code.  All terms  defined in the Code shall  have the  meanings  given
therein unless otherwise defined herein.

      (d)  Mortgage.  Capitalized  terms used herein and not  otherwise  defined
herein  or in the  Code  shall  have the  meanings  prescribed  therefor  in the
Mortgage to the extent defined therein.



                                      -35-


<PAGE>








2.    LOANS TO BORROWER
      -----------------

      (a) Revolving Credit.
          -----------------

              (1) Line Advances. Subject to the terms and conditions hereof, and
in reliance on the representations  and warranties herein contained,  Bank shall
make Line  Advances  from time to time during the period  commencing on the date
hereof and ending on the  Termination  Date to or for the account of Borrower up
to but not exceeding an aggregate unpaid principal amount outstanding at any one
time on Line Advances  equal to the least of (a) the Maximum Loan Amount then in
effect,  (b) the Borrowing  Base, or (c) one-half (1/2) of the Collateral  Value
within twenty four (24) hours after delivery of Borrower's most recent Quarterly
Collateral Value  Certificate,  or, at all other times,  two-thirds (2/3) of the
Collateral  Value, as evidenced by Borrower's most recent  Quarterly  Collateral
Value Certificate, or (d) such lesser amount as provided by this Agreement. Each
of (a), (b), (c) and (d) is a "Loan Amount Limitation". Borrower's obligation to
repay the Line Advances shall be evidenced by the Revolving Note.

              (2) Loan  Account.  The Bank shall  debit to the Loan  Account the
amount of each Line  Advance made under this  Agreement  and all  interest,  the
Unused Line Fee,  and other  compensation  or fees payable on or with respect to
any Line Advances and the Revolving  Note,  and shall credit to the Loan Account
by the appropriate entries each payment of (a) principal and interest on account
of each Line Advance and (b) other amounts paid under this  Agreement.  The Loan
Account shall constitute  rebuttable  presumptive  evidence of all Line Advances
made by Bank  pursuant  to this  Agreement  and of all other  entries  contained
therein and the accuracy thereof.

              (3) Interest.  As compensation for the Line Advances made by Bank,
Borrower  undertakes and agrees to pay to Bank on the first day of each calendar
month all  accrued  and unpaid  interest,  at a rate  equal to one and  one-half
percent  (1.50%) per annum in excess of the Prime Rate,  upon the average  daily
balances in Borrower's Loan Account during the preceding month (using a day rate
based upon a year of 360 days and  charged for actual  number of days  elapsed).
The rate will  increase or  decrease  on the day of, and by an amount  equal to,
each increase or decrease in the Prime Rate.  The rate charged to Borrower under
this Agreement  shall change when and as the Prime Rate is changed.  Prior to an
Event of  Default,  Bank  will  mail an  invoice  or  notice  for  each  monthly
installment  of interest not less than two (2)  Business  Days prior to the date
when due,  provided that failure to mail,  deliver or receive any such notice or
invoice shall not excuse,  waive or delay any  obligation of Borrower to pay any
amount  pursuant to the Note,  the  Agreement or any other Loan  Document as and
when due and payable. Whenever the unpaid principal and accrued interest thereon
evidenced by the Loan Account become due and payable and remain unpaid,  whether
upon demand at maturity, by acceleration or otherwise, the unpaid amount thereof
shall thereafter bear interest at the Default Rate.



                                      -36-


<PAGE>








              (4) Unused  Line Fee.  Within  five (5) days after the end of each
calendar  quarter  during the term of the Revolving  Note,  commencing  with the
quarter  ending  September 30, 1993,  Borrower shall pay to Bank an "Unused Line
Fee" equal to the rate of three-eighths of one percent (0.375%) per annum of the
average daily amount for such quarter of the difference  between (a) the Maximum
Loan Amount; and (b) the unpaid principal balance of the Loan.

              (5) Reduction of  Commitment.  The Borrower  shall have the right,
upon at least sixty (60) days' prior written notice to the Bank, to terminate in
whole or reduce in part the Maximum  Loan  Amount,  provided  that each  partial
reduction  shall be in the  amount of at least  Five  Hundred  Thousand  Dollars
($500,000.00),  and provided  further that no reduction  shall be permitted  if,
after  giving  effect  thereto,  and  to  any  prepayment  made  therewith,  the
outstanding and unpaid  principal  amount of the Revolving Note shall exceed the
reduced Maximum Loan Amount. Once reduced or terminated by Borrower, the Maximum
Loan Amount may not be increased or reinstated.

              (6) Termination.  Bank's obligation to advance funds hereunder and
under the Revolving Note shall  automatically  expire without any further notice
or action on the part of the Bank,  and all Line  Advances  and the  outstanding
balance  of the  Revolving  Note  shall  be due  and  payable  in  full,  on the
Termination Date. The Bank shall have the right to terminate immediately, at any
time, any of its obligations  hereunder pursuant to Section 8 of this Agreement.
The  security  interest,  lien and rights  granted to the Bank  hereunder  shall
continue  in full  force and  effect  until  expressly  released  by the Bank in
accordance with the release  provisions of this Agreement,  notwithstanding  the
termination of this Agreement or the fact that the Loan Account may from time to
time be temporarily in a credit  position.  Borrower may terminate the Agreement
by giving Bank not less than sixty (60) days prior written notice of termination
and by paying,  performing,  and  observing in full all  obligations  under this
Agreement and the Loan  Documents on or before such  Termination  Date, and Bank
shall thereupon release all security interests and liens.

              (7) Notice and Manner of  Borrowing.  Borrower  shall give Bank at
least one (1) Business Day's written notice requesting, and specifying the date,
the amount and the manner of, each  borrowing or  reborrowing  pursuant  hereto.
Provided that all  conditions to such  borrowing have then been satisfied in the
reasonable  judgment of the Bank,  not later than noon of the date  specified by
Borrower in such notice,  Bank shall credit one or more  accounts  maintained by
Borrower at Bank in the amount borrowed or reborrowed.

      (b) Payments.
      -------------

              (1) Method of Payment.  The Borrower shall make each payment under
this  Agreement and under the Revolving Note not later than 2:00 P.M. EDT on the
date when due in lawful money of the United  States to the Bank at its Principal
Office in immediately  available funds. The Borrower hereby authorizes the Bank,
if and to the extent payment is not made when due under


                                      -37-


<PAGE>








this Agreement or under the Revolving  Note, to charge from time to time against
any  account  of the  Borrower  with the Bank any  amount so due.  Whenever  any
payment to be made under this Agreement or under the Revolving Note shall be due
on a day other  than a  Business  Day,  such  payment  shall be made on the next
succeeding  Business  Day,  and such  extension of time shall be included in the
computation of the payment of interest and any applicable  fees, as the case may
be.

              (2) Prepayments. The Borrower may at any time prepay the Revolving
Note in whole or in part with accrued interest to the date of such prepayment on
the  amount  prepaid,  provided  that  each  partial  prepayment  shall  be in a
principal amount of not less than Twenty Five Thousand Dollars ($25,000.00).

      (c) Use of Proceeds.  The proceeds of the Loan hereunder  shall be used by
the  Borrower  solely to provide  working  capital to  finance  development  and
construction  of  residential  real estate and short term  capital  requirements
related to Palm Isles development at 7865 Whispering Palms Drive, Boynton Beach,
Florida,  located  North of  Boynton  Beach  Boulevard  and East of the  Florida
Turnpike  in  Boynton  Beach,  Palm  Beach  County,   Florida,  and  also  other
residential  development and construction by Borrower in Palm Beach,  Broward or
Martin Counties, Florida. The Borrower will not, directly or indirectly, use any
part of such proceeds for personal,  consumer,  family, household,  educational,
agricultural  or similar uses or for the purpose of  purchasing  or carrying any
margin stock within the meaning of Regulation G of the Board of Governors of the
Federal  Reserve  System or to extend  credit to any Person  for the  purpose of
purchasing or carrying any such margin stock, or for any purpose which violates,
or is inconsistent with, Regulation X of such Board of Governors.

3.    BORROWING REQUIREMENTS
      ----------------------

      (a) General  Conditions.  The conditions listed below are precedent to the
making of the Loan and any Line  Advance by the Bank and shall be  satisfied  in
form and  substance  reasonably  satisfactory  to Bank in its sole and  absolute
discretion:

                 (1)  Loan  Documents.   The  Revolving  Note,  Mortgage,   this
Agreement and all other Loan Documents shall have been executed and delivered to
Bank,  and the  Collateral  Value of the  Mortgaged  Property at the date hereof
shall be approximately  Twenty Million Dollars  ($20,000,000),  but in any event
not less than Nineteen Million Five Hundred Thousand Dollars ($19,500,000),  and
Bank shall have  received a  certificate  from  Borrower  in form and  substance
satisfactory to Bank to such effect;

                  (2) Evidence of Corporate Action. The Bank shall have received
satisfactory  evidence  authorizing  the  borrowing  herein  provided  for,  the
execution and delivery of the Revolving Note,


                                      -38-

<PAGE>








Mortgage, this Agreement, and all other Loan Documents, and the granting to Bank
of a security interest in the Collateral;

                 (3) Incumbency and Signature  Certificate.  The Bank shall have
received a  certificate  signed by the  secretary or assistant  secretary of the
Borrower certifying the names of the officers of the Borrower authorized to sign
the Revolving Note, Mortgage, this Agreement and all other Loan Documents and/or
certificates to be delivered hereunder or in connection herewith,  together with
true signatures of such representative officers;

                 (4) Good Standing  Certificate.  The Bank shall have received a
Certificate  of Good  Standing  issued by the Secretary of State of the State of
Florida relating to the Borrower;

                 (5)  Opinion of Counsel for the  Borrower.  The Bank shall have
received a written  opinion  of legal  counsel,  selected  by the  Borrower  and
satisfactory to the Bank, in form and substance reasonably  satisfactory to Bank
and its counsel;

                 (6)  Perfection  of  Security  Interests.  The Bank  shall have
received evidence satisfactory to the Bank that there has been filed or recorded
in the appropriate offices such documents and instruments necessary to establish
and perfect the Bank's interest in and to the Collateral;

                 (7) Title Insurance.  Bank shall have received an original ALTA
Commitment to issue a Loan Policy of Title Insurance,  with such endorsements as
may be reasonably required by Bank and available in the State of Florida, issued
by  Commonwealth  Land Title  Association  (the "Title  Insurer") to Bank, in an
amount equal to the maximum  amount  permitted to be borrowed  hereunder,  which
title  insurance  Commitment  shall be "marked  up" to the date of  closing  and
committing the Title Insurer to insure Bank that the Mortgage is a valid,  first
mortgage on the Mortgaged  Property  described  therein,  subject only to liens,
encumbrances,  easements,  reservations,  restrictions and exceptions  expressly
permitted by the Mortgage or expressly approved in writing by Bank;

                 (8) Survey.  Bank shall have  received  from Borrower a current
survey of all portions of the  Mortgaged  Property not subject to a  subdivision
plat duly approved by all required governmental  authorities and recorded in the
appropriate  public land records,  which surveys shall be prepared and certified
to Bank and the title  insurance  company by a licensed  surveyor  acceptable to
Bank, dated not more than sixty (60) days prior to the date hereof,  showing the
following:

                 (i) the  location of the  perimeter  boundaries  of the Land by
        courses and distances and perimeter  footings in place, and by reference
        to Township, Range and Section;


                                      -39-

<PAGE>








                 (ii) the  location of and the  identification  by  reference to
        recording   data  of  all  easements,   rights-of-way,   conditions  and
        restrictions on or appurtenant to the Premises;

                 (iii) the  location of all building  setback  lines as shown on
        the site plan;

                 (iv) the lines of the streets and public rights-of-way abutting
        the Premises and the width thereof;

                 (v) all  encroachments,  and the  extent  thereof  in feet  and
        inches upon the Premises;

                 (vi) the buildings and  Improvements,  to the extent installed,
        and the relation of the buildings and  Improvements  by distances to the
        perimeter of the  Premises,  the building  setback  lines and the street
        lines;

                 (vii) if the Premises are  described as being on a map filed in
        the public records, a legend relating the plat of survey to such map;

                 (viii) the legal  description  of the Land by metes and bounds,
        including the acreage; and

                 (ix)  identifying any portion of the Premises  located within a
        hazardous flood area as identified by the U.S.  Secretary of Housing and
        Urban  Development,  or, if no part of the  Premises  is  within  such a
        hazardous flood area, stating that fact.

                     (9)  Governmental  Requirements.  Borrowers  shall  provide
evidence  satisfactory  to Bank that  development  of the Mortgaged  Property as
residential  subdivisions  consisting of fully developed  single or multi-family
residential  building  sites and the  construction  of  single  or  multi-family
residences  thereon has been fully  authorized by all  governmental  authorities
having  jurisdiction  over  the  Mortgaged  Property,  and that  development  in
compliance with such authorizations: (a) is consistent with all land development
regulations  and  adopted  comprehensive  plans and land use plans of Palm Beach
County,  Florida and any other governmental  authority having  jurisdiction over
the Mortgaged  Property including without  limitation  regulations  dealing with
Developments of Regional Impact  pursuant to Section 380.06,  Florida  Statutes;
(b) meets all  levels of  service  standards  for  public  facilities  needed to
accommodate  the  impact of such  development  including  roads,  water,  sewer,
drainage, recreation, mass transportation and solid waste; (c) is not subject to
any limiting conditions or restrictions under any zoning resolution,  ordinance,
covenant,  agreement  or the like that  could  prohibit,  impair,  frustrate  or
adversely  affect such  development;  (d) complies  with all Federal,  state and
local laws, rules, regulations and ordinances, including without limitation, all
zoning,   building,   fire,  safety,   health  and  environmental  laws,  rules,
regulations and ordinances;  (e) will meet all conditions precedent to obtaining
any permits required in


                                      -40-


<PAGE>








connection with the development, including without limitation, all environmental
and building permits; and (f) complies with and conforms to applicable land use,
density,  structural and architectural  design  requirements of any governmental
authority having jurisdiction over the Mortgaged Property (collectively referred
to as the "Governmental Requirements").

                     (10) Permits and  Authorizations.  Bank shall have received
evidence  satisfactory to Bank that all permits necessary to the commencement of
construction of single family or multi-family residences on the platted portions
of the  Mortgaged  Property  (except for building  permits for  residences to be
constructed more than 30 days thereafter) have been issued, and not revoked, and
can be utilized.

                     (11)  Assignment of Rights.  Borrower shall deliver to Bank
true and correct copies of all contracts  (other than contracts for the sale and
purchase of residences and construction  contracts),  agreements,  declarations,
licenses,  permits,  easements, and other instruments and documents affecting or
benefitting  all or  any  part  of  the  Mortgaged  Property  (collectively  the
"Collateral  Agreements"),  together with a collateral  assignment of Borrower's
rights  thereunder,  all  satisfactory  in form and substance to Bank,  provided
that, so long as no Event of Default has occurred hereunder,  the Borrower shall
have the right to receive,  retain and use any and all amounts paid  pursuant to
any such agreements. Borrower shall deliver such consents, estoppel certificates
and/or  non-disturbance  agreements relating to any one or more of the foregoing
as Bank may reasonably require.

                     (12)   Zoning   Change.   Bank   shall   receive   evidence
satisfactory  to the Bank that  there are no  existing,  pending  or  threatened
zoning,  building  or other  moratoria,  downzoning  petitions,  proceedings  or
restrictive  allocations  or similar  matters that could  materially,  adversely
affect Borrower's use of or development of any part of the Mortgaged Property.

                     (13)  Financial  Statements.  Bank shall have  received all
financial  statements  for Borrower for its most recent fiscal year, in form and
substance in accordance with Section 6A(1)(d) of this Agreement, together with a
certificate  stating there has been no material adverse change in such financial
statements or in the business or  operations of Borrower  since the date of such
financial statements.

                     (14)  Environmental   Site  Assessment.   Bank  shall  have
received a Phase One  Environmental  Site  Assessment  satisfactory  in form and
substance to Bank  prepared by an  independent  environmental  engineer or other
qualified  consultant or expert satisfactory to the Bank and in conformance with
the  scope  and  limitations  of the ASTM  (American  Society  for  Testing  and
Materials)  Standard  Practice  E.50.02.2  indicating  no evidence of Recognized
Environmental  Conditions (as defined in said  standard) in connection  with the
Mortgaged Property. The Bank will


                                      -41-


<PAGE>








accept the Environmental Site Assessment of Langan Environmental Services, Inc.,
dated June 12, 1991 as full compliance and fulfillment of this condition.

                     (15) UCC  Search.  Borrower  will  provide  the Bank with a
UCC-11  or  similar  search of the  appropriate  State and  County  records  for
Borrower.

                     (16)  Notice of  Commencement.  No  Notice of  Commencement
shall  have  been  recorded  or  posted on or at any  portion  of the  Mortgaged
Property in accordance with Section 713.13, Florida Statutes, until at least one
(1) day  subsequent to the date of recording of the  Mortgage.  Any and all such
Notices of  Commencement  relating to any part of the Mortgaged  Property  shall
designate  Bank and the Title  Company as  additional  persons upon whom notices
shall be served.

                     (17) Evidence of Compliance  with  Insurance  Requirements.
The Bank shall have received satisfactory evidence of compliance by the Borrower
with the insurance requirements set forth herein and in the Mortgage;

                     (18) Fees.  Bank shall have received  payment of a facility
fee in the amount of  $100,000.00,  and payment of all fees,  costs and expenses
incurred by Bank in connection  with the  origination  of the loan  contemplated
hereby, including legal fees and expenses (including cost of counsel employed by
Bank); and




                                      -42-


<PAGE>








                     (19) Miscellaneous.

                        (a) The Bank shall have  received  such other  documents
and information as Bank may reasonably request; and

                        (b)  All  legal  matters  incident  to the  transactions
contemplated  by this  Agreement  have  been  resolved  in a  manner  reasonably
satisfactory to Bank's counsel.

        (b) Conditions for each Advance. Bank shall not make any Line Advance to
Borrower  pursuant hereto until all of the following  conditions  precedent have
been performed or established to the reasonable  satisfaction of Bank as to each
separate Line Advance:

                 (1) No Defaults.  The warranties and representations  contained
in this  Agreement  and the Mortgage  remain  true,  correct and complete in all
material respects, all covenants, terms and conditions of this Agreement and the
Mortgage remain satisfied or have been performed,  and no Event of Default shall
have occurred as of the date of the Line Advance; and

                 (2) Title Insurance. Bank shall have received an endorsement to
the policy of title  insurance  updating  the policy to the date of the  current
Advance and  specifically  including  any and all property  then included in the
definition of Mortgaged Property, including any additional property to which the
lien of the  Mortgage  has been  "spread"  since the last Line  Advance  without
additional exceptions or objections other than the "Permitted  Encumbrances" set
forth in the Mortgage;

                 (3)  Loan  Amount  Limitation.   After  giving  effect  to  the
requested  Advance,  the  aggregate  unpaid  principal  amount of Line  Advances
outstanding  will not exceed any Loan Amount  Limitation  (as defined in Section
2(a)(1); and

                 (4)  Borrower's  Certificate.  The  delivery  to the  Bank of a
Borrower's  Certificate fully completed as to all figures and information called
for therein and certified as correct and complete by a duly  authorized  officer
of  Borrower  and such other  documents  and  instruments,  and  evidence of the
performance by Borrower of its obligations herein, as Bank may request.

4.      SECURITY INTEREST IN COLLATERAL - RELEASES
        ------------------------------------------

        A.  Security Interest.
            ------------------

        In consideration  of and as security for the full and complete  payment,
performance,  and observance of the Loan, Borrower has executed and delivered to
Bank the Mortgage and does hereby grant to Bank a continuing  security  interest
in the Collateral.  Any and all Collateral,  howsoever and whensoever  acquired,
received or arising, shall secure any and all of the Loans,


                                      -43-


<PAGE>








without apportionment.  Accordingly, all the Collateral is assigned and pledged,
and a  security  interest  in favor of Bank is  granted  therein,  to secure the
entire  indebtedness which may be owed to the Bank from time to time pursuant to
the Revolving Note or this Agreement, and Bank shall have the right, in its sole
and  absolute  discretion,  to  determine  the order in which  its  rights in or
remedies against any Collateral are to be exercised, which type(s) or portion(s)
of  Collateral  are to be proceeded  against,  and the order of  application  of
proceeds of Collateral with respect to the Loan.

        B.  Releases of Collateral.
            -----------------------

        Provided  that no Event of Default then exists,  the Bank shall  release
portions  of the  Collateral  from  the  lien of the  Mortgage  and  other  Loan
Documents upon the terms and conditions set forth in the Mortgage.

5.      WARRANTIES
        ----------

Borrower represents and warrants to Bank that:

        (a) Incorporation,  Good Standing and Due  Qualification.  Borrower is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Florida,  and is duly  qualified to do business,  and is in good
standing as a foreign corporation, in all jurisdictions wherein its ownership of
property or the nature of its business requires such qualification,  and has the
right,  power and  authority to own its property and to carry on its business as
now being conducted and as contemplated hereby.

        (b) Stock  Ownership.  The statements  contained in the Proxy  Statement
regarding  ownership of the  outstanding  stock of Borrower dated April 26, 1993
are true and correct on and as of the date hereof.  Attached hereto as Exhibit C
is a  list  of all of  Borrower's  subsidiaries,  and  all  of  the  issued  and
outstanding  stock of each  such  subsidiary  is owned of  record,  legally  and
beneficially, by Borrower.

        (c)  Corporate  Power  and  Authority.  The  execution,   delivery,  and
performance  hereof and of the Mortgage are within Borrower's  corporate powers,
have been duly  authorized,  and are not in contravention of law or the terms of
Borrower's charter,  by-laws, or regulations or of any indenture,  agreement, or
undertaking to which Borrower is a party or by which it is bound.

        (d)  Ownership  and  Liens.  Borrower  is,  and as to  Collateral  to be
acquired  after the date hereof  will be, the lawful  owner of and has and shall
have full and  unqualified  right to  transfer,  mortgage  and grant a  security
interest in all of the Collateral to Bank;  such  Collateral is not and will not
during the term of this  Agreement be subject to any prior or adverse  financing
statement,


                                      -44-


<PAGE>








encumbrance,  claim, lien,  mortgage or security interest of any type except any
granted to or in favor of Bank.

        (e)  Litigation.  Except as disclosed  in Exhibit D attached  hereto and
made a part hereof, there are no material actions, suits or proceedings pending,
or to the best knowledge of Borrower  threatened,  at law or in equity, or by or
before any judicial or administrative court, tribunal,  agency, authority or any
arbitrator,  and it is not in violation of any order,  judgment or decree of any
court,  governmental authority or arbitration board or tribunal: (a) which might
result in any material adverse change in its businesses,  prospects,  profits or
condition (financial or otherwise);  (b) which might hinder, restrain, or in any
way materially  adversely affect its full and timely performance  hereunder;  or
(c) which might  adversely  affect the  validity or  enforceability  of any Loan
Document delivered by it pursuant hereto or any of the transactions contemplated
hereby.

        (f)  Taxes.  All  tax  returns  required  to  be  filed  by  it  in  any
jurisdiction  have  been  filed,  and all  taxes,  assessments,  fees and  other
governmental  charges imposed upon it, or upon any of its properties,  income or
franchises,  which are due and payable,  have been paid,  and the provisions for
reserves  for taxes on the books of Borrower  are  adequate,  in its  reasonable
opinion, for all unaudited fiscal years, and for its current fiscal period.

        (g) Approvals. No approval, authorization,  order, license, franchise or
consent  of, or  registration  or filing  with,  or notice to, any  governmental
authority  or any other  Person is required in  connection  with the  execution,
delivery  or  performance  by  Borrower  of this  Agreement  and the other  Loan
Documents.

        (h) No Brokerage  Commission.  Borrower has not in  connection  with the
Loan entered into any agreement, incurred any obligation, made any commitment or
taken any action  which might  result in a claim for or an  obligation  to pay a
brokerage commission, finder's fee or similar fee in respect to the transactions
described in the Agreement,  and Borrower shall indemnify Bank against all loss,
expense,  demand and liability  (including attorneys fees) arising in connection
with any such claim or obligation.

        (i) No  Defenses  or  Set-Offs.  Any  indebtedness  secured  hereby  was
incurred  in good  faith  for  full  value  received,  and the  Borrower  has no
defenses, set-offs or counterclaims thereto.

        (j) Bulk  Transfers.  The mortgaging of the Collateral is not subject to
any bulk transfer or similar statutory provision applicable to the Borrower.

        (k)  Compliance  with  Laws.  Borrower  has  complied  with,  and  is in
compliance  with,  all  applicable  local,  state and  federal  laws,  rules and
regulations relating to any of its activities to the


                                      -45-


<PAGE>








extent that any failure to comply  would  adversely  affect its ability to repay
the Loan as and when due or perform its  obligations  pursuant  hereto or to any
Loan Document.

        (l)  Purpose  of Loan.  The Loan  secured  hereby and  evidenced  by the
Revolving Note is for business, commercial, investment or other similar purposes
and are not for personal, consumer, family, household, educational, agricultural
or other similar use, and the Borrower will not, directly or indirectly, use any
part of such proceeds for personal,  consumer, family,  educational,  household,
agricultural  or similar use or for the purpose of  purchasing  or carrying  any
margin stock within the meaning of Regulation G of the Board of Governors of the
Federal  Reserve  System or to extend  credit to any Person  for the  purpose of
purchasing or carrying any such margin stock, or for any purpose which violates,
or is inconsistent with, Regulation X of such Board of Governors.

        (m) Place of  Business.  Borrower's  Location  is Suite 200,  1690 South
Congress Avenue, Delray Beach, Florida 33445-6327.

        (o)  Other  Agreements.  The  execution,  delivery  and  performance  by
Borrower  of this  Agreement  and the  Loan  Documents  does not  contravene  or
conflict  with,  result in any  breach of or  constitute  a default  under,  any
indenture,  loan,  credit agreement or lease or other  agreement,  instrument or
document to which  Borrower is a party or binding upon Borrower and, to the best
knowledge  of  Borrower,  Borrower  is not in  default  in  any  respect  in the
performance,  observance or fulfillment of any of the obligations, covenants, or
conditions contained in any agreement or instrument material to its business.

        (p)  Financial  Statements  and  Information.  The balance  sheet of the
Borrower as of December  31,  1992,  and the  related  statements  of income and
retained  earnings  of the  Borrower  for the fiscal  year then  ended,  and the
accompanying footnotes, together with the audit report, dated December 31, 1992,
prepared by Grant Thornton,  independent  certified public accountants,  and the
interim  balance  sheet of the  Borrower as of March 31,  1993,  and the related
statement  of income and  retained  earnings for the three (3) month period then
ended, copies of which have been furnished to the Bank, are complete and correct
and fairly present the financial  condition of the Borrower as at such dates and
the results of the  operations  of the Borrower for the periods  covered by such
statements,  all in  accordance  with  GAAP  consistently  applied  (subject  to
year-end adjustments in the case of the interim financial statements), and since
March 31,  1993,  there has been no  material  adverse  change in the  condition
(financial or otherwise),  business, or operations of the Borrower. There are no
liabilities of the Borrower, fixed or contingent, which are material but are not
reflected in the foregoing financial  statements or in the notes thereto,  other
than  liabilities  arising in the  ordinary  course of business  since March 31,
1993. No certificate,  document,  exhibit, report or other information furnished
by the Borrower to the Bank in connection with the negotiation of this Agreement
contains,  as of the date of delivery to Bank, any material misstatement of fact
or omits


                                      -46-


<PAGE>








to state a material fact or any fact  necessary to make any statement  contained
therein not materially misleading.

        (q)  Labor  Disputes  and  Acts of God.  Neither  the  business  nor the
properties of the Borrower are, to the best  knowledge of Borrower,  affected by
any fire, explosion,  accident, strike, lockout or other labor dispute, drought,
storm, hail,  earthquake,  embargo,  act of God or of any public enemy, or other
casualty  (whether  or not  covered  by  insurance),  materially  and  adversely
affecting such business or properties or the operation of the Borrower.

        (s)  Environment.  To the best knowledge of Borrower,  Borrower has duly
complied with, and its  businesses,  operations,  assets,  equipment,  property,
leaseholds,  or other  facilities are in compliance  with, the provisions of all
federal,  state and local  environmental,  health,  and safety  laws,  codes and
ordinances,  and all rules and regulations promulgated  thereunder.  To the best
knowledge of Borrower,  Borrower has been issued and will  maintain all required
federal, state and local permits, licenses, certificates, and approvals relating
to (1) air emissions; (2) discharges to surface water or groundwater;  (3) noise
emissions; (4) solid or liquid waste disposal; (5) the use, generation, storage,
transportation, or disposal of toxic or hazardous substances or wastes (intended
hereby  and  hereafter  to  include  any and all such  materials  listed  in any
federal,  state or local law, code or ordinance,  and all rules and  regulations
promulgated  thereunder as hazardous or  potentially  hazardous);  and (6) other
environmental,  health or safety matters.  To the best knowledge of Borrower,  a
true, accurate and complete list of all such permits, licenses, certificates and
approvals has been  delivered to the Bank and are listed upon Exhibit E attached
hereto and made a part hereof.  To the best knowledge of Borrower,  Borrower has
not received notice of, nor knows of, or suspects,  facts which might constitute
any violations of any federal,  state or local  environmental,  health or safety
laws, codes or ordinances,  or any rules or regulations  promulgated  thereunder
with  respect  to  its  businesses,  operations,  assets,  equipment,  property,
leaseholds or other  facilities.  To the best  knowledge of Borrower,  except in
accordance with a valid governmental permit,  license,  certificate or approval,
there has been no emission,  spill,  release or  discharge  into or upon (1) the
air;  (2) soils,  or any  improvements  located  thereon;  (3) surface  water or
groundwater;  or (4) the sewer,  septic  system or waste  treatment,  storage or
disposal  system  servicing  any  Borrower  facility,  of any toxic or hazardous
substances or wastes at or from any Borrower facility;  and accordingly,  to the
best  knowledge of  Borrower,  the premises of the Borrower are free of all such
toxic or hazardous  substances  or wastes.  Borrower has received no  complaint,
order, directive, claim, citation or notice by any governmental authority or any
person or entity with  respect to (1) air  emissions;  (2)  spills,  releases or
discharges to soils or improvements located thereon,  surface water, groundwater
or the sewer,  septic  system or waste  treatment,  storage or disposal  systems
servicing any Borrower facility; (3) noise emissions;  (4) solid or liquid waste
disposal; (5) the use, generation,  storage, transportation or disposal of toxic
or hazardous substances or waste; or (6) other  environmental,  health or safety
matters affecting the Borrower or its business,  operations,  assets, equipment,
property, leaseholds or other facilities. Borrower


                                      -47-


<PAGE>








does not have any indebtedness, obligation or liability, absolute or contingent,
matured  or not  matured in excess of  $500,000,  with  respect to the  storage,
treatment,  cleanup or disposal of any solid wastes,  hazardous wastes, or other
toxic  or  hazardous   substances   (including   without   limitation  any  such
indebtedness,  obligation or liability  with respect to any current  regulation,
law or statute regarding such storage, treatment, cleanup or disposal).

        (r) ERISA.  The Borrower is in compliance in all material  respects with
all applicable  provisions of ERISA,  and all regulations  promulgated  pursuant
thereto.

        (s) Trademarks,  Patents, Etc. Borrower possesses all trademarks,  trade
names, copyrights,  patents, licenses or rights in any thereof, adequate for the
conduct  of its  businesses  as  now  conducted  and  presently  proposed  to be
conducted,  without  conflict with the material  rights or claimed rights of any
Person.

        (t) Governmental  Requirements.  Borrower knows of no reason why it will
not be able to obtain all permits  necessary to the commencement of construction
of single family or multi-family  residences on any of the Mortgaged Property as
and when the same are  necessary  in  order  to  enable  Borrower  to  commence,
continue  and  complete  construction  thereof  in the  ordinary  course  of its
business.

        (u) Utility Services.  All utility services  including,  but not limited
to, drinking water supplies, service water drainage facilities,  sanitary sewage
collection  and  disposal  facilities  or water  treatment  plant,  electric and
telephone  facilities that may be necessary to obtain a certificate of occupancy
for each  Single  Family  Residence  included  in any  platted  subdivision,  or
intended to be  constructed  on any  unplatted  land,  included in the Mortgaged
Property are  available at the boundary  thereof  and,  upon  completion  of the
contemplated  improvements,  will be available to each Single  Family  Residence
constructed thereon, and all fees and other charges, if any, required to be paid
in connection with the reservation  and/or  connection of such utility  services
have been paid in full or will be paid when due.

All statements  contained in any  certificate or other document or instrument of
any kind whatsoever delivered by or on behalf of Borrower pursuant hereto or any
other Loan Document, or in connection with the transactions  contemplated hereby
or thereby,  shall be deemed representations and warranties made by the Borrower
in this Agreement,  and together with all  representations and warranties herein
or in any other Loan Document,  shall survive the execution and delivery thereof
and of the  Agreement  and any  other  Loan  Document,  the  making  of any Line
Advances,  and the making of any investigation made by any Person at any time by
or on behalf of Bank.

6.      COVENANTS
        ---------



                                      -48-

<PAGE>








        A. Affirmative  Covenants.  Borrower undertakes,  covenants,  and agrees
that, until the full and complete  payment,  performance,  and observance of the
Loan, Borrower shall:

                 (1)  Reporting Requirements.  Furnish to the Bank:

                     (a) Borrower's Borrowing Base Certificate. Within three (3)
Business Days after the end of each calendar  month during the term hereof,  and
prior  to each  Line  Advance  under  this  Agreement,  and at any  other  times
reasonably  required  by  Bank,  deliver  to Bank a  Borrower's  Borrowing  Base
Certificate fully completed as to all figures and information called for therein
and certified as complete and correct by a duly authorized officer of Borrower;

                     (b) Borrower's Collateral Value Certificate. Within fifteen
(15) days after the end of each calendar quarter during the term hereof, deliver
to Bank a certificate  signed by the chief executive or chief financial  officer
of Borrower  certifying the Collateral Value of the Mortgaged Property as of the
end of the preceding quarter.

                     (c) Quarterly Financial Statements. Within thirty (30) days
after the close of each calendar quarter, a statement of condition and statement
of income of Borrower  for such  period,  certified as complete and correct by a
duly authorized officer of Borrower;

                     (d) Annual Financial  Statements and  Accountant's  Report.
Not later than ninety (90) days after the close of each fiscal year of Borrower,
a statement of condition of Borrower as of the end of such year,  and statements
of income,  changes in financial position,  and common  shareholders'  equity of
Borrower  for such  year,  setting  forth in each case in  comparative  form the
figures for the previous fiscal year, all in accordance  with GAAP  consistently
applied and  consistent  with those applied in the  preparation of the financial
statements  referred to in Section 5(p) of this Agreement and  accompanied by an
audit report of independent certified public accountants of recognized standing,
selected by the Borrower and  satisfactory to the Bank, which audit report shall
be  prepared  in  accordance  with the  standards  established  by the  American
Institute of Certified Public  Accountants,  together with a certificate by such
accountants  (1) briefly  setting  forth the scope of their review  (which shall
include a review of the relevant  provisions of this Agreement) and stating that
in  their  judgment  such  review  is  sufficient  to  enable  them to give  the
certificate,  and (2)  stating  whether or not their  review has  disclosed  the
existence of any condition or event which  constitutes an Event of Default under
this Agreement or which,  with the passage of time or service of notice or both,
would constitute an Event of Default,  and, if their review has disclosed such a
condition or event, specifying the nature and period of existence thereof;

                     (e) Changes of Name and Location. Not less than thirty (30)
days prior written notification of:



                                      -49-


<PAGE>








                         (i)      any change in Borrower's name, and/or

                         (ii)     any change in Borrower's Location;

                     (f)  Matters  Affecting  Collateral.  Within  ten (10) days
after  learning  thereof,  report to the Bank:  any loss or  destruction  of, or
substantial damage to, any of the Collateral, any substantial change relating to
the type, quantity or quality of Collateral, and any other matters affecting the
value,  enforceability or collectibility of any of the Collateral;  the Borrower
shall at all times maintain internal procedures  reasonably designed to call any
such matter to the attention of the chief financial or chief accounting  officer
of Borrower and the Bank;

                     (g)  Management  Letters.  Promptly  upon receipt  thereof,
copies of any reports submitted to the Borrower by independent  certified public
accountants in connection  with  examination of the financial  statements of the
Borrower made by such accountants;

                     (h)  Certificate  of No  Default.  Within  thirty (30) days
after the end of each fiscal year of the Borrower,  a  certificate  of the chief
financial  officer  of the  Borrower  (a)  certifying  that  to the  best of his
knowledge no Default or Event of Default has occurred and is continuing, or if a
Default or Event of Default has  occurred and is  continuing,  a statement as to
the nature  thereof and the action  which is  proposed to be taken with  respect
thereto, and (b) with computations  demonstrating  compliance with the Financial
Covenants contained in Section 6(c) of this Agreement;

                     (i) Notice of Defaults  and Events of  Default.  As soon as
possible  and in any event  within  ten (10) days after the  occurrence  of each
Default or Event of Default,  a written notice setting forth the details of such
Default or Event of Default and the action  which is proposed to be taken by the
Borrower with respect thereto;

                     (j)  Notice  of  Litigation.  Within  ten (10)  days  after
service of process  thereof  on  Borrower,  notice of all  actions,  suits,  and
proceedings   before  any  court  or  arbitrator  or  governmental   department,
commission,  board,  bureau,  agency or  instrumentality,  domestic  or foreign,
affecting the Borrower where the amount claimed exceeds $250,000.00 or which, if
determined  adversely to the Borrower,  could have a material  adverse effect on
the financial condition, properties or operations of the Borrower;

                     (k) Notice of Other Material Matters.  Within five (5) days
after  becoming  aware  of  any  development  or  other  information  which  may
materially and adversely affect the properties,  business, prospects, profits or
condition  (financial or otherwise) of Borrower,  or the ability of the Borrower
to perform or comply  with this  Agreement,  telephonic  or  telegraphic  notice
specifying the nature of such  development or  information  and the  anticipated
effect;



                                      -50-


<PAGE>








                 (2) Compliance with Laws.  Comply with, or cause to be complied
with,  all  applicable  local,  state and federal  laws,  rules and  regulations
relating to all or any of its assets, properties, operations and activities.

                 (3)  Maintenance  of  Existence.  Do, or cause to be done,  all
things  necessary to preserve and keep in full force and effect its existence as
a corporation,  its good standing under the laws of the State of Florida and its
qualification  to do  business,  and its  good  standing,  in all  jurisdictions
wherein its  ownership of its  property or the nature of its  business  requires
such qualification.

                 (4) Maintenance of Records. Keep, or cause to be kept, full and
complete accounts,  books and records in which correct and accurate entries will
be  made  of all its  business  transactions  and  its  property  including  the
Collateral,  and by means  of  appropriate  quarterly  entries,  reflect  in its
accounts and in all financial  statements  furnished  pursuant to this Agreement
proper  liabilities  and  reserves  for  all  taxes  and  proper  provision  for
depreciation and amortization of its properties and bad debts, all in accordance
with  GAAP  consistently  applied  and  consistent  with  those  applied  in the
preparation of the financial statements referred to above.

                 (5) Payment of Taxes.  Promptly pay and discharge when due, all
taxes, assessments,  and governmental charges of every kind and nature that have
been  lawfully  levied,  assessed,  or imposed  upon  Borrower,  its  properties
(including the use thereof),  the Revolving Note, which, if unpaid, would become
a lien against all or any part of its assets, including, without limitation, all
sums due and owing any taxing authority for income and other taxes withheld from
the wages and  salaries  of its  employees,  except to the  extent  Borrower  is
reasonably contesting in good faith any such tax, assessment,  or charge with an
adequate reserve provided therefor.

                 (6)  Inspections;   Audits.   At  all  reasonable  times  after
reasonable  notice  allow  Bank  by or  through  any  of its  officers,  agents,
employees,  attorneys, or accountants to reasonably examine,  inspect, audit and
make  extracts  from  Borrower's  books and other  records;  and to enter  upon,
examine,  inspect  and  audit  all or any part of the  Collateral  and any other
property owned by Borrower,  all  reasonable  expenses of which shall be Related
Expenses hereunder.

                 (7) Maintenance of Assets.  Maintain, keep and preserve, all of
its assets  (tangible and intangible)  necessary or useful in the proper conduct
of its  business in good working  order and  condition,  ordinary  wear and tear
excepted.

                 (8) Further Assurances. Upon request of Bank promptly take such
action and promptly make,  execute,  and deliver all such additional and further
items,  assurances,  and instruments as Bank may reasonably require,  including,
without limitation, financing statements, so as to completely vest in and assure
to Bank its rights hereunder and in or to the Collateral; provided that


                                      -51-

<PAGE>








no such  further  assurance  shall  create  liability  or  security  beyond that
contemplated in this Agreement or the other Loan Documents.

                 (9) Related Expenses.  Promptly repay, reimburse, and indemnify
Bank for any and all Related Expenses, with interest thereon at the Default Rate
if not paid within ten (10) days following receipt of notice thereof.  Bank may,
at its option,  debit Related  Expenses and such  interest  directly to the Loan
Account.

                 (10)  Environment.   Be  and  remain  in  compliance  with  the
provisions  of all  federal,  state and local  environmental,  health and safety
laws,  codes and ordinances,  and all rules and regulations  issued  thereunder;
notify the Bank within five (5) days of any notice of a hazardous  discharge  or
environmental  complaint  received  from any  governmental  agency  or any other
Person;  notify the Bank within five (5) days of any hazardous discharge from or
affecting any of Borrower's  property;  immediately contain and remove the same,
in  compliance  with all  applicable  laws;  promptly  pay any  fine or  penalty
assessed in connection  therewith  unless same is contested in  compliance  with
Section 9 of the Mortgage; permit the Bank to inspect the Mortgaged Property, to
conduct  tests  thereon,  and to inspect all books,  correspondence  and records
pertaining  thereto;  and at the Bank's request,  and at the Borrower's expense,
provide a report of a qualified environmental  engineer,  satisfactory in scope,
form and content to the Bank, and such other and further  assurances  reasonably
satisfactory to the Bank that the condition has been corrected and provided that
in the  absence of any  hazardous  discharge  or  environmental  complaint  with
respect to any property, Bank shall not require an environmental audit or report
with respect to any such property more often than annually.

                 (11)  Additional  Collateral.  If Borrower seeks at any time to
increase the Collateral Value,  Borrower shall provide additional  Collateral in
accordance with the following procedures:

                     (a) Borrower shall deliver to Bank: (i) a legal description
of the proposed additional  Collateral;  (ii) a title commitment or title policy
endorsement  covering the  proposed  additional  Collateral  and  containing  or
showing only such  exceptions  from title  insurance  coverage as are similar in
substance and character to the title  exceptions for the  Collateral  originally
described  in the  Mortgage  ("Original  Collateral")  or  otherwise  reasonably
acceptable  to Bank;  (iii)  such  environmental  audits and  documents  as Bank
required for purposes of approval of the Original Collateral  hereunder;  (iv) a
mortgage  amendment or spreader  agreement which,  when executed,  delivered and
recorded by Borrower and Bank,  shall "spread" the lien of the Mortgage over and
upon the additional Collateral so that the lien of the Mortgage shall constitute
a first  mortgage  lien  upon the  additional  Collateral,  subject  only to the
exceptions  permitted as provided herein;  (v) sketches of survey or plats which
will permit Bank to locate the proposed additional  Collateral and to verify the
legal  description  thereof;  and (vi) an appraisal  of the proposed  additional
Collateral  sufficient to establish the Collateral  Value therefor in accordance
with the provisions of this Agreement.


                                      -52-


<PAGE>








                     (b) Bank shall approve or disapprove in writing  Borrower's
submission of any proposed  additional  Collateral within ten (10) Business Days
after the date of its receipt  thereof.  The Collateral Value shall be increased
by the value of the  Collateral  subject to the  Mortgage  amendment or spreader
agreement  upon filing  thereof in the proper public records and receipt by Bank
of a title  commitment or  endorsement  insuring  such  Collateral in the amount
thereof as provided  herein,  and provided all other  conditions to inclusion of
such property in the Mortgaged Property and Collateral Value are satisfied,  and
all  representations and warranties herein related thereto are true and correct.
If Bank shall disapprove of Borrower's  submission,  it shall specify in writing
its  reasons  for doing so. In the event  that Bank  shall  neither  approve  or
disapprove the additional  Collateral within such ten (10) day period, then Bank
shall be deemed to have  approved  such  proposed  additional  Collateral in all
respects and Borrower shall  thereafter,  upon execution and delivery to Bank by
Borrower  of the  "spreader  agreement",  be  deemed  to have  added  acceptable
additional  Collateral to the  Collateral  hereunder for purposes of determining
Collateral Value.

        B. Negative Covenants.  Borrower undertakes,  covenants and agrees that,
until the full and complete  payment,  performance  and  observance of the Loan,
Borrower shall not:

                 (1)  Liens.  Without  the prior  written  consent  of the Bank,
create,  incur,  assume or suffer  any Lien upon or with  respect  to any of its
properties, now owned or hereafter acquired, including without limitation any of
the  Mortgaged  Property,  except (to the  extent  expressly  permitted  by, and
subject to all requirements of, the Mortgage):

                         (a) Liens in favor of the Bank, including the Mortgage;

                         (b) Liens for taxes or assessments or other  government
charges or levies if not yet due and payable or, if due and payable, if they are
being  contested  in  good  faith  by  appropriate  proceedings  and  for  which
appropriate reserves are maintained;

                         (c)  Liens   imposed  by  law,   such  as   mechanics',
materialmen's, landlords', warehousemen's and carriers' Liens, and other similar
Liens on property  other than the  Mortgaged  Property not exceeding One Hundred
Thousand  Dollars  ($100,000.00)  individually  or Two  Hundred  Fifty  Thousand
Dollars  ($250,000.00)  per  annum in the  aggregate  and  securing  obligations
incurred in the ordinary course of business which are not past due for more than
sixty  (60) days or which  are  being  contested  in good  faith by  appropriate
proceedings and for which appropriate reserves have been established;

                         (d) Liens  under  workers'  compensation,  unemployment
insurance, Social Security or similar legislation for which appropriate reserves
have been established;



                                      -53-


<PAGE>








                         (e)   Liens,   deposits   or   pledges  to  secure  the
performance of bids, tenders, contracts (other than contracts for the payment of
money),  leases  (permitted  under  the  terms  of this  Agreement),  public  or
statutory  obligations,  surety, stay, appeal,  indemnity,  performance or other
similar bonds,  or other similar  obligations  arising in the ordinary course of
Borrower's business;

                         (f) Judgment and other similar Liens on property  other
than Collateral  arising in connection with court proceedings not exceeding Five
Hundred Thousand Dollars ($500,000.00) in the aggregate outstanding at any time,
provided the execution or other enforcement of such Liens is effectively  stayed
and the claims secured thereby are being actively contested in good faith and by
appropriate proceedings and for which adequate reserves have been established;

                         (h) Easements,  rights-of-way,  restrictions  and other
similar  encumbrances which, in the aggregate,  do not materially interfere with
the  occupation,  use and  enjoyment  by the  Borrower of the property or assets
encumbered thereby in the normal course of its business or materially impair the
value of the property subject thereto; or

                         (i)  Purchase-money  Liens on any property  (other than
Collateral)  hereafter  acquired  or the  assumption  of any  Lien  on  property
existing at the time of such  acquisition  (and not created in  contemplation of
such acquisition ) or a Lien incurred in connection with any conditional sale or
other title retention agreement or a Capital Lease; provided that

                            (i) Any property  subject to any of the foregoing is
acquired by the Borrower in the ordinary  course of its business and the Lien on
any such  property  attaches to such asset  concurrently  or within  ninety (90)
Business Days after the acquisition thereof;

                            (ii)  Each  such  Lien  shall  attach  only  to  the
property so acquired and fixed improvements thereon;

                            (iii) The Debt  secured by such Lien is permitted by
the provisions of Section 6B(2) hereof; or.

                 (2) Debt.  Without the prior written  consent of Bank,  create,
incur,  assume or suffer to exist,  or permit  any Debt (as  defined  herein) or
Indebtedness (as defined in the Senior Indenture), except:

                            (a)  Indebtedness  of the  Borrower  permitted to be
incurred under Section 4.16 of the Senior  Indenture as such Senior Indenture is
in effect on the date hereof,  which includes (i) Debt of the Borrower under the
Revolving Note and this Agreement; and (ii) Debt or Indebtedness of the Borrower
existing  on the date  hereof  described  in  financial  statements  of Borrower
heretofore delivered to Bank; or


                                      -54-

<PAGE>








                            (b) Accounts payable to trade creditors for goods or
services which are not aged more than ninety (90) days from the billing date and
current operating liabilities (other than for borrowed money) which are not more
than ninety (90) days past due, in each case incurred in the ordinary  course of
business,  as presently  conducted,  and paid within the specified time,  unless
contested in good faith and by appropriate proceedings.

                 (3)  Mergers,  Etc.  Wind up,  liquidate  or  dissolve  itself,
reorganize,  merge or  consolidate  with or  into,  or  enter  into  any  merger
agreement with, or convey, sell, assign, transfer, lease or otherwise dispose of
(whether in one transaction or in a series of transactions) all or substantially
all of its assets (whether now owned or hereafter acquired) to any Person unless
Borrower is the surviving Organization.

                 (4) Sale of Assets. Sell, lease, assign,  transfer or otherwise
dispose  of  any of the  Mortgaged  Property,  except  residential  real  estate
disposed  of in the  ordinary  course of  business  and in  accordance  with the
provisions of this Agreement.

                 (5) Transactions  with Affiliates.  Enter into any transaction,
including, without limitation, the purchase, sale or exchange of property or the
rendering of any service, with any Affiliate of Borrower, except in the ordinary
course of and pursuant to the reasonable requirements of the Borrower's business
and upon fair and reasonable  terms no less favorable to the Borrower than would
obtain in a comparable  arm's-length  transaction with a Person not an Affiliate
of Borrower.

                 (6) Pledge  Bank's  Credit.  Pledge  the  Bank's  credit on any
purchases or for any purpose whatsoever.

        C.  Financial  Covenants -  Consolidated  Tangible  Net Worth.  Borrower
undertakes,  covenants  and agrees that,  until the full and  complete  payment,
performance and observance of the Loan,  Borrower will maintain at all times its
Consolidated  Tangible  Net  Worth  at not less  than  Seventy  Million  Dollars
($70,000,000.00).

8.      EVENTS OF DEFAULT
        -----------------

Upon the occurrence of any one or more of the following  Events of Default,  the
Loan shall,  at the option of Bank,  become  immediately due and payable without
presentment,  demand,  protest,  or notice of any kind,  all of which are hereby
expressly waived by Borrower, and no further Line Advances will be made by Bank:

        (a) failure by Borrower to pay any  installment of principal or interest
under the  Revolving  Note within  five (5) days after the same  becomes due and
payable;


                                      -55-


<PAGE>








        (b)  Financial Impairment of Borrower;

        (c) if any statement or representation contained in the loan application
or any financial statements or other materials furnished to Bank by or on behalf
of Borrower  prior or subsequent to the making of the Loan is discovered to have
been false or incorrect or incomplete  in any material  respect and is not cured
or corrected to Bank's satisfaction within 30 days after notice thereof;

        (d) an action  for  foreclosure  or  martialling  of liens is  commenced
against  all or any  part of the  Mortgaged  Property  and  such  action  is not
dismissed within sixty five (65) days from the date of filing thereof;

        (e) a default or event of default  (after any  required  notice and cure
period) occurs under any other mortgage or security agreement encumbering all or
any part of the Mortgaged Property; or

        (f) Failure of Borrower to promptly pay,  perform,  or observe when due,
whether upon demand, at maturity,  by acceleration,  or otherwise,  or any event
which either  results in or would result in (but for waiver by the  holder(s) or
trustee(s)   thereof)  the   acceleration   of  the  maturity  of,  any  or  all
indebtedness,  obligations,  liabilities,  contracts, indentures, and agreements
(including, without limitation, any and all warranties,  covenants,  guaranties,
provisions,  terms, and conditions set forth or contained therein),  of whatever
kind and however evidenced,  evidencing,  securing or involving  indebtedness of
Borrower in excess of $2,500,000, in the aggregate,  owed, incurred, or executed
by Borrower,  to, in favor of, or with any and all Persons other than Bank,  and
including any partial or total extension,  renewal, amendment,  restatement, and
substitution  thereof or  therefor,  except for any such  failure  caused by any
breach  or  failure  by Bank of any of its  obligations  to  release  Collateral
pursuant hereto or to the Mortgage;

        (g) An Event of  Default  occurs  under the  Mortgage  or any other Loan
Document;

        (h) Any sale, transfer, conveyance,  assignment, pledge, encumbrance, or
other  disposition  by any Person,  or the issuance by  Borrower,  of any voting
stock, or any option, warrant, or other security convertible to voting stock, or
any other  right to acquire  voting  stock,  of the  Borrower,  whether  with or
without consideration, voluntarily or by operation of law that would result in a
Change of Control of Borrower,  as defined in the Senior  Indenture as in effect
on the date hereof; or

        (i) Breach or  violation of any  covenant in Section  6.B(3),(4)  or (6)
hereof;

        (j) failure by  Borrower to observe or perform any other term,  covenant
or  agreement  contained  in this  Agreement,  in the  Revolving  Note or in the
Mortgage or in any other Loan Document;  provided,  however, that if the failure
is other than the payment of money, or the


                                      -56-

<PAGE>








maintenance of insurance, is not intentional or grossly negligent on the part of
the Borrower,  and does not constitute an emergency in the reasonable opinion of
Bank,  such  failure  shall not  constitute  an Event of Default if (i) Borrower
institutes  curative action and pursues such action to completion  within thirty
(30) days after  written  notice of such  failure  has been given to Borrower by
Bank;  or (ii) the failure is of such nature  that it can be  corrected  but not
within thirty (30) days after written  notice thereof has been given to Borrower
by Bank, and Borrower has within the aforesaid thirty (30) day period instituted
curative  action  and  diligently  and  continuously   pursued  such  action  to
completion,  provided  that such failure shall become an Event of Default if not
cured to Bank's satisfaction within ninety (90) days after such written notice.

9.      RIGHTS AND REMEDIES UPON EVENT OF DEFAULT
        -----------------------------------------

        (a) Upon  occurrence  of any Event of Default,  the Loan  shall,  at the
option of Bank and without any further  notice or demand not expressly  required
herein,  become immediately due and payable,  and shall thereafter bear interest
at the Default  Rate,  and at all times  thereafter  Bank shall have all rights,
privileges,  powers and remedies  provided by law or equity and this  Agreement,
the  Mortgage  and any other  Loan  Document,  and which it may  otherwise  have
against the Borrower, the Collateral, or otherwise. The Bank may take possession
of the Collateral,  either by lawful self-help or seizure under court authority.
Borrower  agrees to permit the Bank to enter any premises  where the  Collateral
may be  located  for  the  purpose  of  taking  possession  of or  removing  the
Collateral.  Bank may require the  Borrower to assemble  any  personal  property
included in the  Collateral  and to promptly  make it  available  to Bank at any
reasonably  convenient  place  designated  by Bank,  whether  at the  Borrower's
premises or elsewhere. Borrower shall make available to Bank all of its premises
and  facilities  for the purpose of Bank's  taking  possession  of,  removing or
putting any personal  property  included in the  Collateral in saleable form. At
any time or times after the Loan  becomes  due,  Bank is  empowered  to collect,
sell, assign,  transfer,  set over, deliver or otherwise dispose of the whole or
any part of the personal property  Collateral through any broker or at public or
private sale,  either for cash or on credit or for future  delivery,  whether in
its then condition or after further  preparation  or  processing,  in Borrower's
name,  Bank's name or in the name of such party as Bank may  designate,  with or
without  warranties  or  representations,  and upon such other terms as Bank may
deem commercially reasonable, and at any such sale Bank may become the purchaser
of  the  whole  or any  part  of  such  Collateral,  discharged  from  right  of
redemption.  Public or private  sales,  for cash or credit,  to a wholesaler  or
retailer or  investor,  or user of property  of the type of the  Collateral,  or
public  auction,  are  commercially  reasonable  since  differences in the sales
prices generally  realized in different kinds of sales are ordinarily  offset by
the  differences  in the costs and credit risks of such sales.  Borrower  agrees
that to the extent  notice of sale shall be  required by law,  such  requirement
shall be satisfied if such notice is mailed  (deposited  for  delivery,  postage
prepaid,  by U.S. Mail) to either, at Bank's option (i) Borrower's  Location (as
modified by any change  therein which Borrower has supplied in writing to Bank),
or (ii) Borrower's address to which Bank customarily communicates with Borrower,
at least ten (10) days before the time of any public sale


                                      -57-


<PAGE>








or the time  after  which  any  private  sale is to be made.  Bank  shall not be
obligated to make any sale regardless of notice of sale having been given.  Bank
may adjourn any public or private sale from time to time by  announcement at the
time and place fixed therefor,  and such sale may,  without  further notice,  be
made at the time and  place to  which it was so  adjourned.  Upon any such  sale
after  deducting  all costs and expenses of every kind,  the residue of proceeds
thereof may be applied in such order as Bank may determine toward the payment of
all or any part of the Loan, whether due or not due,  returning the surplus,  if
any, to the  Borrower,  and the Borrower  shall be and remain liable to Bank for
any and every deficiency after  application of such proceeds.  Bank shall not be
bound to take any steps to preserve any rights in the  Collateral  against prior
parties,  which the Borrower hereby assumes to do, and Bank shall have exercised
reasonable  care in the custody and  preservation  of the Collateral if it takes
such action for that purpose as the Borrower shall  reasonably  request,  but no
omission to comply with any such  request  shall be deemed a failure to exercise
reasonable care.

        (b) Bank  shall be under no  obligation  to take any  action  authorized
herein and shall have no  liability  for  failure to take any such action or for
any action taken  pursuant  hereto,  except for its gross  negligence or willful
misconduct;  and Borrower  hereby waives and releases any and all claims against
the Bank arising out of or in connection with this Agreement.

        (c) After the  occurrence  of an Event of Default,  Bank may at any time
and from time to time,  to the  fullest  extent  permitted  by  applicable  law,
without advance notice to the Borrower (any such notice being  expressly  waived
by the Borrower),  and in addition to all other rights and remedies available to
Bank, set off and apply any and all Cash Security and any other  indebtedness or
obligation  at any time owing by the Bank to or for the credit or the account of
the Borrower against any or all of the Loan, and with or without setting off, to
dishonor drafts,  checks,  transfer  requests or any other means or direction of
withdrawal  of any or all  amounts  owed by the Bank to or for the credit or the
account of the Borrower  (including but not limited to general or special,  time
or demand,  provisional or final) at any time owed,  irrespective  of whether or
not Bank has  exercised any other rights that it has or may have with respect to
the Loan or any such Event of  Default.  The  Borrower  warrants  that it has no
special accounts  including,  without  limitation,  trust accounts.  Nor will it
establish  with Bank such  accounts  without  notice to the Bank.  The  Borrower
agrees to  immediately  notify  the Bank  whenever  any third  party  obtains or
asserts any interest in any of its accounts with Bank.

        (d) All of the foregoing  rights and powers herein granted Bank shall be
liberally  construed.  The enumeration of the foregoing rights and powers is not
intended to be  exhaustive  and the exercise of any right shall not preclude the
exercise of any other rights,  all of which shall be  cumulative.  Bank need not
expend  its own  funds in the  exercise  of such  powers,  but if it does,  such
amounts shall be considered as advances for and on behalf of Borrower  evidenced
by the


                                      -58-


<PAGE>








Revolving  Note and secured by the Mortgage and this  Agreement.  Any amounts so
advanced shall bear interest at the Default Rate.

10.     GENERAL
        -------

        (a) Severability.  If any provision, term, or portion, of this Agreement
(including,  without limitation,  (1) any indebtedness,  obligation,  liability,
contract, agreement, indenture, warranty, covenant, guaranty, representation, or
condition of this  Agreement  made,  assumed,  or entered  into,  (2) any act or
action taken under this Agreement,  or (3) any application of this Agreement) is
for any reason  held to be illegal or invalid,  such  illegality  or  invalidity
shall not affect any other such  provision,  term, or portion of this Agreement,
each of which shall be  construed  and  enforced  as if such  illegal or invalid
provision, term, or portion were not contained in this Agreement. Any illegality
or invalidity of any  application of this  Agreement  shall not affect any legal
and valid application of this Agreement,  and each provision,  term, and portion
of this  Agreement  shall be deemed to be effective,  operative,  made,  entered
into, or taken in the manner and to the full extent permitted by law.

        (b) No  Waiver;  Remedies  Cumulative.  Bank shall not be deemed to have
waived any of Bank's rights under this  Agreement or under any other  agreement,
instrument,  or document executed by Borrower,  unless such waiver is in writing
and signed by Bank. No delay or omission on part of Bank in exercising any right
or remedy  shall  operate as a waiver of such right or remedy or any other right
or remedy.  A waiver on any one  occasion  shall not be construed as a bar to or
waiver of any right or remedy on any  future  occasion.  All  Bank's  rights and
remedies,  whether  evidenced  by  this  Agreement  or by any  other  agreement,
instrument,  or document,  or available by statute, at law or in equity shall be
cumulative and may be exercised  singularly or concurrently and in such order as
Bank may determine.

        (c) Notices. Any written demands,  written requests,  or written notices
to Borrower  that Bank may elect to give shall be effective  when  deposited for
delivery, postage prepaid, by U.S. Mail, and addressed either, at Bank's option,
to (1) Borrower's Location (as modified by any change therein which Borrower has
supplied  in  writing  to  Bank)  or,  (2)  Borrower's  address  at  which  Bank
customarily communicates with Borrower.

        (d)  Assignments  by Bank.  If at any time or times,  by  assignment  or
otherwise,  Bank transfers an interest in the Loan or any part of the Collateral
to another  Person,  such transfer  shall carry with it Bank's powers and rights
under this Agreement  with respect to the Loan or Collateral so transferred  and
the  transferee  shall  have said  powers  and  rights,  whether or not they are
specifically  referred to in the  transfer.  Bank may not assign or transfer the
entire Loan without Borrower's prior written consent, but may assign or transfer
participation  interests  therein  provided  that Ohio Savings Bank shall at all
times be the "lead lender" for the purpose of exercising all


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powers,  rights and duties  hereunder  and provided that there shall be not more
than three (3) other  participants  owning in the  aggregate not more than fifty
percent (50%) of the Loan.

        (e)  Governing  Law.  The laws of the State of Florida  shall govern the
construction of this Agreement and the rights and duties of Borrower and Bank.

        (f)  Successors and Assigns.  This  Agreement  shall be binding upon and
inure to the benefit of Borrower and Bank and their  respective  successors  and
assigns,  provided  that this  Agreement may not be assigned by Borrower and any
such assignment or attempted  assignment shall be void and of no force or effect
and an Event of Default  hereunder.  This  Agreement may not be assigned by Bank
except as provided in Section 10(d)  hereof.  The rights and powers given in the
Agreement to the Bank are in addition to those otherwise  created or existing in
the same Collateral by virtue of other agreements or writings.

        (g)  Indemnity.  Borrower  hereby  releases  Bank  from  and  agrees  to
indemnify and hold harmless  Bank, and its officers,  agents,  and employees for
any and all claims of Borrower or any other  Person for damage or loss caused by
any act or acts under this Agreement or in furtherance of this Agreement whether
by  omission  or  commission,  and  whether  based upon any error of judgment or
mistake of law or fact (except  willful  misconduct or gross  negligence) on the
part of Bank, or its officers, agents, and employees.

        (h) Amendments, Etc. No amendment,  modification,  termination or waiver
of any  provision  of any Loan  Document,  nor consent to any  departure  by the
Borrower from any Loan Document, shall in any event be effective unless the same
shall be in writing and signed by Bank, and then such waiver or consent shall be
effectively only in the specific instance and for the specific purpose for which
given.

        (i)  Reproduction  of Original  Financing  Statements.  Borrower  hereby
authorizes  Bank to file a  carbon,  photographic  or  other  reproduction  of a
financing statement, and any such filing shall constitute a sufficient financing
statement  under the Code and shall have such other  effects as may be  provided
for by applicable law.

        (j) Confidentiality.  This Agreement shall not be filed or recorded with
the  Mortgage  or  with  any  financing  statement.  The  terms,  covenants  and
conditions of this  Agreement,  the Revolving  Note and the other Loan Documents
(other  than those  filed for  record)  shall be  confidential  and shall not be
disclosed to any Person by Bank for any purpose other than (1) disclosure to all
regulatory agencies having jurisdiction of the operations of Bank; (2) attorneys
and accountants  employed or retained by Bank; (3)  prospective  participants in
the Loan as contemplated by this Agreement, provided that Bank shall obtain from
such  prospective   participants  a   confidentiality   agreement  whereby  such
participants agree not to disclose this Agreement to any other Person other than
as


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<PAGE>








specifically  permitted  hereby;  and (4) in connection  with the enforcement of
this  Agreement  following an uncured  Event of Default on the part of Borrower.
Borrower may disclose this Agreement or the contents thereof to other Persons as
required in the ordinary course of its business.

        (k)  Continuing  Liability  of  Borrower  for  Underlying   Obligations.
Anything  herein to the  contrary  notwithstanding,  (1)  Borrower  shall remain
liable under its  contracts  and  agreements  included in the  Collateral to the
extent set forth  therein to perform all of  Borrower's  duties and  obligations
thereunder to the same extent as if this  Agreement had not been  executed,  (2)
the exercise by Bank of any of the rights  hereunder shall not release  Borrower
from any of its  duties  or  obligations  under  its  contracts  and  agreements
included  in the  Collateral,  and (3) Bank  shall  not have any  obligation  or
liability  under the  contracts  and  agreements  included in the  Collateral by
reason of this  Agreement,  nor shall Bank be  obligated  to perform  any of the
obligations or duties of Borrower thereunder or to take any action to collect or
enforce any claim for payment.

        (l)  Conflict   with   Mortgage.   In  the  event  of  any  conflict  or
inconsistency between any of the terms or provisions hereof and any of the terms
or provisions of the Mortgage,  the terms and  provisions of the Mortgage  shall
govern and control.  All Loan  Documents  shall be interpreted in a manner so as
not to be inconsistent with each other to the maximum extent possible.

        (m) Compliance with Senior  Indenture.  Bank understands that the Senior
Indenture  contains  limitations  and  restrictions  with respect to  Borrower's
ability to obtain  "Bank  Facilities"  and to grant  "Permitted  Liens".  If the
Collateral Value for the Loan (as a "Bank Facility") shall at any time exceed or
violate the limitations and restrictions contained in the Senior Indenture, Bank
shall promptly,  upon written request from Borrower,  partially release from the
lien of the Mortgage so much of the  Collateral  (to be  designated by Borrower,
subject to Bank's  approval) as may be  necessary  to enable  Borrower to comply
with  the  applicable  limitations  and  restrictions  contained  in the  Senior
Indenture. Simultaneously with any such partial Mortgage release to be delivered
by Bank pursuant  hereto,  Borrower shall deliver to Bank its  Collateral  Value
Certificate  certifying  the  Collateral  Value of the Mortgaged  Property after
giving  effect to such partial  release,  and any amount  necessary to cause the
unpaid  principal  balance of the Loan to be  maintained  within the Loan Amount
Limitations provided in Section 3(a)(i).

        (n) Attorneys'  Fees. If any party to this Agreement  retains counsel to
enforce or protect  its rights  hereunder  after a breach by the other  party to
this Agreement,  including,  without limitation,  any action of or incidental to
the enforcement of any provision hereof,  the Line Advances made hereunder,  the
Revolving  Note,  the  Mortgage,  or any  of the  other  Loan  Documents  or the
enforcement,  compromise,  or settlement of this Agreement,  the Revolving Note,
the Mortgage, or any of the other Loan Documents, and for the curing thereof, or
defending or asserting any rights or claims in respect thereof, by litigation or
otherwise,  regardless  of whether suit may be brought or not,  then in any such
event after such breach, the party retaining counsel shall be entitled to


                                      -61-


<PAGE>








receive  and recover  from a breaching  party the  reasonable  attorneys'  fees,
paralegals'  fees  and  expenses   incurred  in   negotiations,   pre-litigation
conferences  or with  respect to  satisfaction  of the Loan,  or at trial and on
appeal,  including post-judgment  collection costs, in successfully enforcing or
protecting or defending its rights hereunder.




                                      -62-


<PAGE>








        IN WITNESS  WHEREOF,  the parties hereto have caused the Agreement to be
executed on the day and year first above written.

                              Borrower:

                              Oriole Homes Corp.,
                              a Florida corporation


                              By: ______________________

                              Title: ______________________


                              Bank: 

                               OHIO SAVINGS BANK,
                              an Ohio corporation


                              By: ______________________
                              Title: ______________________

STATE OF FLORIDA            )
                            )
COUNTY OF                   )

        I HEREBY CERTIFY that on this day, before me, an officer duly authorized
in the State aforesaid and in the County aforesaid to take acknowledgements, the
foregoing      instrument      was      acknowledged      before      me      by
______________________________________, the ___________________, of ORIOLE HOMES
CORP., a Florida corporation, freely and voluntarily under authority duly vested
in him/her by said  corporation  and that the seal  affixed  thereto is the true
corporate  seal of said  corporation.  He/She is  personally  known to me or has
produced  ________________________  as  identification  and  DID/DID NOT take an
oath.

        WITNESS my hand and official seal in the County and State last aforesaid
this _____ day of _______________, 1993.

                                        ----------------------------------------
(SEAL)                                  Notary Public
                                        State of Florida


                                      -63-


<PAGE>









                                        ----------------------------------------
                                        Typed, printed or stamped name of
                                        Notary Public
                    My Commission Expires:___________________

STATE OF OHIO                           )
                                        )
COUNTY OF CUYAHOGA                      )

        I HEREBY CERTIFY that on this day, before me, an officer duly authorized
in the State aforesaid and in the County aforesaid to take acknowledgements, the
foregoing      instrument      was      acknowledged      before      me      by
______________________________________, the ___________________, of Ohio Savings
Bank, an Ohio corporation, freely and voluntarily under authority duly vested in
him/her  by said  corporation  and  that the seal  affixed  thereto  is the true
corporate  seal of said  corporation.  He/She is  personally  known to me or has
produced  ________________________  as  identification  and  DID/DID NOT take an
oath.

        WITNESS my hand and official seal in the County and State last aforesaid
this _____ day of _______________, 1993.

                                        ----------------------------------------
(SEAL)                                  Notary Public
                                        State of Florida

                                        ----------------------------------------
                                        Typed, printed or stamped name of
                                        Notary Public
                    My Commission Expires:___________________



                                      -64-