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                                                                    EXHIBIT 10.6

                         MORTGAGE AND SECURITY AGREEMENT
                                (Revolving Loan)

      THIS MORTGAGE AND SECURITY  AGREEMENT (the  "Mortgage"),  dated as of July
_____,  1993,  is  executed  and  delivered  by ORIOLE  HOMES  CORP.,  a Florida
corporation,  (the  "Mortgagor"  or  "Borrower")  having its principal  place of
business  at Suite 200,  1690  South  Congress  Avenue,  Delray  Beach,  Florida
33445-6327, to OHIO SAVINGS BANK, an Ohio corporation (the "Mortgagee"),  having
its  principal  place of business  at l80l East Ninth  Street,  Cleveland,  Ohio
44ll4, under the circumstances summarized in the following recitals:

      A. In  consideration  for a revolving line of credit in the maximum amount
of Ten  Million  Dollars  ($10,000,000.00)(the  "Loan")  made  by  Mortgagee  to
Borrower,  Borrower has executed and delivered to Mortgagee a certain  Revolving
Mortgage Note of even date herewith in the maximum  principal amount of the Loan
as aforesaid,  payable in full as to principal and accrued  interest on June 30,
1996 (the "Note");

      B. This Mortgage  secures the payment of the unpaid  principal  balance of
the Note,  together with interest as therein provided and any other  obligations
of the  Borrower  pursuant  to said Note,  this  Mortgage,  the  Revolving  Loan
Agreement of even date herewith between Borrower and Mortgagee (the "Agreement")
and any other  documents  or  instruments  evidencing  or  securing  the Loan or
otherwise  executed  in  connection  with  the  Loan  and any  partial  or total
extensions, renewals, modifications,  amendments,  restatements or substitutions
thereof or therefor (collectively referred to herein as the "Loan Documents");

      C. It is  intended  that this  Mortgage  may  secure  unpaid  balances  of
advances made after this Mortgage is delivered to the Clerk of the Circuit Court
of Palm Beach County, Florida.


This Instrument Prepared By:

Marc W. Freimuth, Esq.
Ohio Savings Plaza
1801 East Ninth Street
Cleveland, Ohio  44114


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      NOW,  THEREFORE,  in  consideration  of the  Loan  made  by  Mortgagee  to
Borrower,  as evidenced by the Note, and for other valuable  consideration,  the
receipt and sufficiency of which are hereby acknowledged, and for the purpose of
securing:  (i) all payments to be made by the Borrower pursuant to the Note, the
Mortgage and/or any other Loan Document,  (ii) any future or additional advances
made at the  option of  Mortgagee  as  contemplated  herein,  (iii) any  amounts
advanced or costs  incurred by the Mortgagee for the protection of the Mortgaged
Property (as hereinafter defined) or the enforcement of this Mortgage, the Note,
the  Agreement  and/or any other Loan  Document,  (iv) any other cost or expense
which, by the terms of this Mortgage,  the Note, the Agreement  and/or any other
Loan Document,  may be the subject of  reimbursement  to Mortgagee by Mortgagor,
and (v) the  performance  and  observance  of each covenant and agreement of the
Borrower  contained in this Mortgage,  the Note, the Agreement  and/or any other
Loan Document, the Mortgagor does hereby grant, bargain, sell, convey, mortgage,
assign,  grant a security  interest  in and  transfer  unto the  Mortgagee,  its
successors and assigns,  the following  property  whether now owned or hereafter
acquired (the "Mortgaged Property"):

      (a)     The land  described  in Exhibit A attached  hereto  (the  "Land"),
              together with all buildings, structures, additions,  improvements,
              facilities  and  fixtures  and other  property,  now or  hereafter
              located in, upon or under or based at, such land (the "Premises");

      (b)     All  easements,  rights  of  way  or  use,  licenses,  privileges,
              franchises, servitudes, tenements, hereditaments and appurtenances
              now or  hereafter  belonging  or in anyway  appertaining  thereto,
              including,  without  limitation,  all right, title and interest of
              the Mortgagor in any street,  alley,  sidewalk,  open or proposed,
              and in front of, adjoining or adjacent or contiguous thereto,  and
              all rights and estates in reversion or remainder;

      (c)     All  leases,  rentals,  revenues,  payments,  repayments,  income,
              charges, moneys, issues and profits thereof;

      (d)     The proceeds from any insurance or condemnation  award  pertaining
              thereto,  or  compensation  in  lieu  thereof,  including  but not
              limited to any award or  compensation  for the  alteration  of the
              grade of any  street or any other  injury  to or  decrease  in the
              value of the Mortgaged Property;

      (e)     All of  Mortgagor's  right,  title,  interest,  estate,  claim  or
              demand,  either at law or in equity, in and to all  architectural,
              engineering   and   similar   plans,   specifications,   drawings,
              renderings,  profiles,  studies,  shop drawings,  reports,  plats,
              permits,  surveys and the like,  and all sewer  taps,  permits and
              allocations,  agreements  for utilities,  bonds,  sureties and the
              like,  relating to the Premises or appurtenant  facilities erected
              or to be erected upon or about the Land;



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      (f)     All proceeds of the conversion,  voluntary or involuntary,  of any
              of the  foregoing  into  cash  or  liquidated  claims,  including,
              without limitation, the proceeds of insurance;

      (g)     All  contracts  and  other  agreements  for the sale of any of the
              Mortgaged  Property or any part thereof or interest therein now or
              hereafter  entered  into by  Mortgagor,  and all right,  title and
              interest of Mortgagor thereunder,  including,  without limitation,
              all right,  title and interest of Mortgagor in cash or  securities
              deposited   thereunder  to  secure  performance  by  the  contract
              purchasers of their obligations thereunder, and including, without
              limitation, the right to receive and collect the proceeds thereof;
              provided  that,  so long  as no  Event  of  Default  has  occurred
              hereunder,  the Mortgagor shall have the right to receive,  retain
              and use any and all amounts paid pursuant to any such  agreements,
              including without limitation security or other deposits, upon, but
              not prior to,  accrual,  and to retain  possession  of any and all
              such contracts and agreements;

      (h)     All of  Mortgagor's  rights,  powers and  privileges  (but not the
              burdens  and  obligations)  under  any  construction  contract  or
              architect's  (or  engineer's)  agreement now or hereafter  entered
              into by  Mortgagor  relating to the  Mortgaged  Property,  and all
              bonds  and  surety  agreements  related  thereto,   provided  that
              Mortgagor  shall  be  entitled  to  exercise  any and  all  rights
              pursuant  thereto  and to  receive  any  and all  amounts  payable
              pursuant to any of the foregoing at, but not prior to, accrual, so
              long as no Event of Default has occurred;

      (i)     All contracts and other agreements,  if any, relating to the sale,
              lease,  brokerage,  development,  management,  maintenance  and/or
              operation  of the  Mortgaged  Property  (or of any part thereof or
              interest therein) or otherwise pertaining thereto,  provided that,
              so long  as no  Event  of  Default  has  occurred  hereunder,  the
              Mortgagor shall have the right to receive,  retain and use any and
              all  amounts  paid  pursuant  to any  such  agreements,  including
              without limitation security or other deposits, upon, but not prior
              to,  accrual,  and to  retain  possession  of  any  and  all  such
              contracts and agreements;

      (j)     All rights of Mortgagor  under any  commitment  for any other loan
              secured by the Mortgaged  Property or any part thereof or interest
              of Mortgagor therein;

      (k)     All right,  title and  interest of  Mortgagor  in all  tradenames,
              trademarks and/or servicemarks hereinafter used in connection with
              the Mortgaged Property  (including without limitation  subdivision
              or community  names, but not including the name of the Borrower or
              any of its  Affiliates  or the  word  "Oriole")  and all  contract
              rights and contracts,  franchise agreements,  general intangibles,
              actions and rights of action, deposits, prepaid expenses, permits,
              licenses owned by Mortgagor and used in connection with or related
              to the Mortgaged Property;



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      (l)     All   machinery,   apparatus,   equipment,   fittings,   fixtures,
              inventory, appliances, furniture and articles of personal property
              of every kind and nature whatsoever,  other than consumable goods,
              now or  hereafter  located  in or upon said  Premises  or any part
              thereof owned by Mortgagor and used or useable in connection  with
              any  present  or  future   operation  of  said  Premises   (herein
              collectively called "Equipment"),  including, but without limiting
              the generality of the foregoing, all heating,  lighting,  laundry,
              incinerating,   plumbing,   lifting,  cleaning,   fire-prevention,
              fire-extinguishing,  refrigerating,  ventilating,  communications,
              air-conditioning and air-cooling equipment or apparatus,  engines,
              pipes, pumps, tanks, motors,  conduits,  switchboards,  elevators,
              escalators,  shades,  awnings,  screens,  storm doors and windows,
              stoves, wall beds, refrigerators,  attached cabinets,  partitions,
              ducts and compressors, and all of the right, title and interest of
              the Mortgagor in and to any Equipment  which may be subject to any
              conditional bill of sale,  chattel  mortgage or security  interest
              superior  to the lien or  security  interest  established  by this
              Mortgage; and

      (m)     All proceeds, additions,  replacements and substitutions of and to
              any of the foregoing.

      TO HAVE  AND TO HOLD  the  Mortgaged  Property  unto  the  Mortgagee,  its
successors and assigns, forever;

      AND, IT IS HEREBY COVENANTED that this Mortgage is given and the Mortgaged
Property is to be held upon and subject to the terms,  provisions and conditions
herein set forth.

      Section 1.  Representations and Warranties.  The Mortgagor  represents and
warrants that:

      (i) The Mortgagor is lawfully seized with good and marketable title in fee
simple  absolute  to the  Mortgaged  Property  free and  clear of all  liens and
encumbrances  whatsoever,  except  taxes and  assessments  (other than  respread
assessments)  general and special not delinquent,  zoning  ordinances and except
for those matters set forth in Exhibit B attached hereto (hereinafter "Permitted
Prior Encumbrances"), and has good and marketable title to all personal property
included  in  the  Mortgaged  Property,  subject  only  to the  Permitted  Prior
Encumbrances;  (ii) it has full right,  power and  authority  to bargain,  sell,
mortgage and convey the Mortgaged Property as herein provided;  and (iii) except
as expressly  provided  above,  it will warrant and defend to the Mortgagee such
title to the  Mortgaged  Property  and the lien and  interest  of the  Mortgagee
therein and thereon against all claims and demands  whatsoever and will maintain
the priority of the lien of, and the security interest granted by, this Mortgage
upon the Mortgaged  Property until the Mortgagor shall be entitled to defeasance
as provided herein.

      Section 2. After-Acquired Property. All property of every kind acquired by
the  Mortgagor  after the date hereof and located at, on or under the  Premises,
shall, without further mortgage, conveyance or assignment, become subject to the
lien of this Mortgage as fully as though now


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owned by the Mortgagor and  specifically  described  herein.  Nevertheless,  the
Mortgagor  shall take such  actions  and execute  and  deliver  such  additional
instruments as the Mortgagee  shall  reasonably  require to further  evidence or
confirm the subjection to the lien of this Mortgage of any such property.

      Section 3. Payment of  Indebtedness.  Mortgagor will pay the  indebtedness
secured hereby in the manner and at the times provided herein and/or in the Note
or any other Loan Document,  and, until the indebtedness secured hereby is fully
paid, will comply with all the covenants, terms and provisions contained herein,
in the Agreement and in any other Loan Documents.

      Section  4. Loan  Advances.  Advances  made under the Note shall be in the
form of a continual  revolving credit whereby  advances may be made,  repaid and
readvanced  from time to time.  The Mortgagee  shall  maintain an account on its
books (the "Loan  Account"),  which shall  evidence at all times the amount from
time to time  outstanding  under the Note.  This  Mortgage  secures  the  unpaid
balances of any advances or readvances made under the Note,  this Mortgage,  the
Agreement or any other Loan Document  after this Mortgage has been  delivered to
the appropriate  County Officer for recordation.  It is also expressly  provided
for and agreed that this Mortgage  secures said future  advances and readvances,
whether such advances and  readvances are obligatory or to be made at the option
of Mortgagee  or  otherwise,  to the same extent as if such future  advances and
readvances  were made on the date of the  execution  of this  Mortgage  although
there may be no advance  made at the time of  execution  of this  Mortgage or no
indebtedness outstanding at the time any advance or readvance is made. The total
amount of  indebtedness  that may be secured by this  Mortgage  may  decrease or
increase from time to time;  provided,  however,  that the total unpaid  balance
secured at any time shall not exceed  Twenty  Million  Dollars  ($20,000,000.00)
plus interest thereon, and advances made by Mortgagee pursuant to this Mortgage,
including without limitation,  for the payment of taxes, assessments,  insurance
premiums,  costs  for  the  protection  of the  Mortgaged  Property,  reasonable
attorneys'  fees (at all  tribunal  levels)  and  court  costs  incurred  in the
collection of any or all of such sums of money and interest thereon. It shall be
an Event of Default  hereunder  if  Mortgagor  shall file a notice  pursuant  to
Section 697.04(1)(b), Florida Statutes, limiting the amount of indebtedness that
may be secured by this Mortgage.  All future  advances and  readvances  shall be
made within twenty (20) years from the date hereof or such longer period of time
as may be authorized by Florida law, and all indebtedness created by such future
advances and readvances shall be secured hereby. All provisions of this Mortgage
shall apply to any future advances or readvances made pursuant to the provisions
of this Section. Nothing herein contained shall limit the amount secured by this
Mortgage if such amount is  increased  by advances  made by  Mortgagee as herein
elsewhere provided.

      Section 5. Continuing Lien. Mortgagor expressly agrees that any and all of
the Mortgaged Property,  howsoever and whensoever acquired, received or arising,
shall secure any and all obligations, howsoever and whensoever incurred, without
apportionment  between  obligations  of the Borrower to Mortgagee  under or with
respect to any of the Loan Documents. Accordingly, all

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of the Mortgaged  Property is mortgaged,  assigned and conveyed,  and a security
interest  in favor of  Mortgagee  is granted  therein,  to secure (a) the entire
indebtedness  which may be owed to the  Mortgagee  from time to time pursuant to
the  Note,  the  Agreement  or any  other  Loan  Document,  and  (b)  all  other
obligations of the Borrower under or with respect to any of the Loan  Documents,
and in no manner shall the rights of the  Mortgagee in all or any portion of the
Mortgaged  Property  be  limited  by virtue of the fact that any  portion of the
Mortgaged  Property  may have  been (1)  mortgaged,  assigned  and  conveyed  to
Mortgagee,  or a security interest in favor of Mortgagee granted therein, or (2)
placed in the possession or control of the Mortgagee  ancillary to the making of
a particular  advance hereunder or the incurrence of any other  obligation,  and
Mortgagee  shall  have  the  right,  in its  sole and  absolute  discretion,  to
determine  the order in which its rights in or remedies  against  any  Mortgaged
Property are to be exercised,  which type(s) or portion(s) of Mortgaged Property
are to be  proceeded  against,  and the  order of  application  of  proceeds  of
Mortgaged Property as against any particular obligations.

      Upon the  sale,  exchange  or other  disposition  of any of the  Mortgaged
Property,  the lien and security interest created and provided for herein shall,
without break in continuity and without  further  formality or act,  continue in
and attach to the  instruments  for the payment of money,  accounts  receivable,
contract rights and all other cash and non-cash proceeds of such sale,  exchange
or disposition.  The Mortgagee's right to proceeds specifically set forth herein
or indicated in any  financing  statement  shall never  constitute an express or
implied  authorization on the part of the Mortgagee to Borrower' sale,  exchange
or other disposition of any or all of the Mortgaged Property except as expressly
authorized in the Loan Documents or consented to in writing by Mortgagee.

      The lien, security interests and rights granted to the Mortgagee hereunder
shall continue in full force and effect until  expressly  released by Mortgagee,
notwithstanding  the  termination of the line of credit provided in the Note and
Agreement or the fact that the Loan Account may from time to time be temporarily
in a credit position.

      Section 6. Hazardous  Substances.  (a) Mortgagor  hereby  represents  that
neither Mortgagor nor, to the best of Mortgagor's knowledge,  after due inquiry,
any other person or entity has ever generated, used or disposed of any Hazardous
Substance (as defined below) from or in connection  with the Mortgaged  Property
or  used  the  Mortgaged  Property  as a  storage  facility  for  any  Hazardous
Substance.

      (b)  Mortgagor  hereby agrees to indemnify  Mortgagee  and hold  Mortgagee
harmless  from and  against any and all losses,  liabilities,  including  strict
liability,  damages,  injuries,  expenses,  including reasonable  attorneys' and
paralegals'  fees,  costs of any  settlement  or judgment  and claims of any and
every kind  whatsoever  paid,  incurred  or suffered  by, or  asserted  against,
Mortgagee by any person or entity or  governmental  agency for, with respect to,
or as a direct or indirect result of, the presence,  usage, storage,  generation
or disposal on or under or in connection with the Mortgaged


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Property,  or the  escape,  seepage,  leakage,  spillage,  discharge,  emission,
discharging or release from the Mortgaged  Property,  of any Hazardous Substance
(including,  without  limitation,  any  losses,  liabilities,  including  strict
liability,  damages,  injuries,  expenses,  including reasonable  attorneys' and
paralegals'  fees,  costs of any  settlement  or judgment or claims  asserted or
arising  under  the  Comprehensive  Environmental  Response,   Compensation  and
Liability  Act,  under  any so called  Federal,  state or local  "superfund"  or
"superlien" law, or under any statute, law, ordinance,  code, rule,  regulation,
order or decree regulating,  relating to or imposing liability, including strict
liability,   or  standards  of  conduct  concerning  any  Hazardous  Substance),
regardless of whether within the control of Mortgagee.

      (c) For purposes of this Section 6, "Hazardous  Substance"  shall mean and
include those elements or compounds which are from time to time contained in the
list  of  hazardous  substances  adopted  by  the  United  States  Environmental
Protection  Agency  ("EPA")  and the  list of  toxic  pollutants  designated  by
Congress  or the EPA or defined by any other  Federal,  Florida,  state or local
statute,  law, ordinance,  code, rule,  regulation,  order or decree regulating,
relating  to, or imposing  liability or  standards  of conduct  concerning,  any
hazardous, toxic or dangerous waste, substance or material as now or at any time
hereafter in effect.

      (d) If  Mortgagor  receives  any notice of (i) the  happening of any event
involving  the  spill,  release,  leak,  seepage,  discharge  or  cleanup of any
Hazardous  Substance  on or in  connection  with the  Mortgaged  Property  or in
connection with  operations  thereon or (ii) any complaint,  order,  citation or
notice  with  regard  to  air  emissions,   water   discharges,   or  any  other
environmental,  health or safety  matter  affecting or related to the  Mortgaged
Property (an  "Environmental  Complaint")  from any person or entity  (including
without  limitation the EPA),  then Mortgagor  shall within five (5) days notify
Mortgagee orally and in writing of said notice.

      (e) If Mortgagor shall not effect the cleanup or removal,  containment and
other  action  required  as the  result  of such  Environmental  Complaint  with
diligence and continuity in a manner reasonably satisfactory to Mortgagee within
180 days after notice  thereof,  then Mortgagee shall have the right but not the
obligation, and without limitation of Mortgagee's rights under this Mortgage, to
enter onto the  Mortgaged  Property or to take such actions as  Mortgagee  deems
necessary or advisable to cleanup, remove, resolve or minimize the impact of, or
otherwise  deal with, any such Hazardous  Substance or  Environmental  Complaint
following  receipt of any notice  from any person or entity  (including  without
limitation  the EPA)  asserting the existence of any Hazardous  Substance or any
Environmental Complaint pertaining to the Mortgaged Property or any part thereof
which, if true, could result in an order, suit or other action against Mortgagor
and/or which,  in the absolute and sole opinion of Mortgagee,  could  jeopardize
Mortgagee's  security  under this Mortgage.  All  reasonable  costs and expenses
incurred by Mortgagee in the exercise of any such rights and shall be payable by
Mortgagor  within ten (10) days following  receipt of a notice  therefor,  shall
bear  interest  thereafter  at the  Default  Rate and shall be  secured  by this
Mortgage.



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      (f)  Mortgagee  shall have the right,  in its  reasonable  discretion,  to
require  Mortgagor to periodically (but not more frequently than annually unless
an Environmental Complaint is then outstanding) perform (at Mortgagor's expense)
an environmental  audit and, if deemed necessary by Mortgagee,  an environmental
risk  assessment,  each of  which  must be  satisfactory  to  Mortgagee,  of the
Mortgaged  Property,  of hazardous waste  management  practices and/or hazardous
waste  disposal  sites  used in  connection  with  operations  conducted  at the
Mortgaged  Property.  Said audit and/or risk assessment must be an environmental
consultant  reasonably  satisfactory  to  Mortgagee.  Should  Mortgagor  fail to
perform said environmental  audit and/or risk assessment within thirty (30) days
of  Mortgagee's  written  request,  Mortgagee  shall  have the right but not the
obligation to retain an environmental  consultant to perform said  environmental
audit and/or risk  assessment.  All costs and expenses  incurred by Mortgagee in
the  exercise  of such  rights  shall be secured by this  Mortgage  and shall be
payable by Mortgagor upon demand or charged to  Mortgagor's  loan balance at the
discretion of Mortgagee.

      (g) Any breach of any warranty,  representation or agreement  contained in
this Section 6 shall,  after any required  notice and opportunity to cure by use
of diligence  and  continuity,  be an Event of Default  under this  Mortgage and
shall  entitle  Mortgagee  to  exercise  any and all  remedies  provided in this
Mortgage or otherwise  permitted by law. The  provisions of this Section 6 shall
survive satisfaction, release or foreclosure of this Mortgage and shall inure to
the  benefit  of any  transferee  of title  to the  Mortgaged  Property  through
foreclosure of the Mortgage or any Loan Document or through deed in lieu thereof
(but only to the extent such transferee is Mortgagee, its successor, an assignee
of the Note,  a  participant  of any of the  foregoing or an affiliate or entity
related to any of the foregoing).

      Section  7.  Commercial  Code  and  Financing  Statement.   This  Mortgage
constitutes a security agreement,  and creates a continuing security interest as
to all or any  part  of the  Mortgaged  Property  which  is of a  nature  that a
security  interest  therein  can be  created  and  perfected  under the  Uniform
Commercial  Code from time to time in effect in the State in which the Mortgaged
Property  is  located,   and  all   replacements   and  additions   thereto  and
substitutions  and  proceeds  thereof.  Mortgagee  shall have all  remedies of a
secured  party under the Uniform  Commercial  Code with  respect to any property
subject to the security interest created pursuant to this Section. This Mortgage
also  constitutes  a financing  statement  with  respect to any and all property
included in the Mortgaged  Property which is or may become  fixtures.  Mortgagor
hereby authorizes  Mortgagee to file carbon,  photographic or other reproduction
of a financing  statement,  and any such filing  shall  constitute  a sufficient
financing statement under the Uniform Commercial Code.

      Section 8. Maintenance and Use of Mortgaged Property. The Mortgagor at its
expense, shall keep the Mortgaged Property in good order and in a clean and safe
condition  (ordinary  wear and tear  excepted)  and shall make all  necessary or
appropriate repairs, replacements,  restorations and renewals thereof, interior,
exterior,  structural and non-structural,  ordinary and extraordinary,  foreseen
and  unforeseen.  The  Mortgagor  will not do, or permit to be done,  any act or
thing which


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might  impair the value or  usefulness  of the  Mortgaged  Property  or any part
thereof,  will not commit or permit any waste of the  Mortgaged  Property or any
part thereof, and will not permit any unlawful occupation,  business or trade to
be conducted on the Mortgaged Property or any part thereof.  The Mortgagor shall
also,  at its  expense,  promptly  comply  with all  rights of way,  privileges,
franchises,   servitudes,   licenses,   easements,   tenements,   hereditaments,
restrictions  of record and  appurtenances  being a part of, or  burdening,  the
Mortgaged Property.  The Mortgagee  understands that construction of subdivision
improvements,  the movement of earth and soil and the  construction of buildings
and other amenities is occurring upon the Mortgaged Property and agrees that the
same  do not  constitute  waste  to the  extent  done  for the  purpose  of such
improvements and in accordance with applicable law and regulation.

      Section  9.  Compliance  with  Legal  and  Insurance   Requirements.   The
Mortgagor, at its expense, shall promptly comply with all Legal Requirements and
Insurance Requirements, and shall procure, maintain and comply with all permits,
licenses and other authorizations  required for the construction,  installation,
operation,  maintenance  and  use of the  Mortgaged  Property.  As  used in this
Section, "Legal Requirements" means all laws, statutes, codes, acts, ordinances,
resolutions,   orders,  judgments,  decrees,  injunctions,  rules,  regulations,
permits,   licenses,   authorizations,   directions  and   requirements  of  all
governmental entities,  departments,  commissions,  boards, courts, authorities,
agencies,   officials  and  officers,  foreseen  and  unforeseen,   ordinary  or
extraordinary,  which  now or at any time  hereafter  may be  applicable  to the
Mortgaged Property or any part thereof, or any use or condition of the Mortgaged
Property or any part thereof, and "Insurance  Requirements" means all provisions
of any insurance policy covering or applicable to the Mortgaged  Property or any
part thereof, all requirements of the issuer of any such policy, and all orders,
rules,  regulations  and  other  requirements  of the  National  Board  of  Fire
Underwriters (or any other body exercising similar  functions)  applicable to or
affecting  the Mortgaged  Property or any part thereof,  or any use or condition
thereof. The Mortgagor may, at its expense and after prior written notice to the
Mortgagee,  contest in good faith by  appropriate  legal  proceedings  any Legal
Requirement  and  postpone  compliance   therewith  pending  the  resolution  or
settlement of such contest provided that (i) such  postponement does not, in the
reasonable  opinion of the Mortgagee,  adversely affect the condition,  or value
of, or the lien of this Mortgage as to, any part of the Mortgaged Property,  and
(ii) the  Mortgagor  shall  deposit in escrow with the  Mortgagee  pending  such
contest moneys  sufficient in amount to cover the cost of compliance  with Legal
Requirement  in  excess  of  Five  Hundred  Thousand   Dollars   ($500,000.00)so
contested.

      Sections 10 and 11.  Intentionally omitted.

      Section 12. Payment of Taxes and Other Governmental Charges. The Mortgagor
shall pay promptly when due all taxes, assessments (whether general or special),
and other governmental  charges of any kind whatsoever,  foreseen or unforeseen,
ordinary or  extraordinary,  that now or may at any time  hereafter  be imposed,
assessed or levied against or with respect to the Mortgaged Property or any part
thereof, or upon the Mortgagee's interest therein (without regard to any law


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heretofore  or  hereafter  enacted  imposing  payment  of the  whole or any part
thereof upon the Mortgagee). If requested by Mortgagee, within five (5) Business
Days after  receipt of evidence of payment of real estate  taxes or  assessments
relating to the  Mortgaged  Property,  and in any case not more than thirty (30)
days after the same are due and payable,  Mortgagor  shall  deliver to Mortgagee
evidence  of such  payment  in form and  substance  satisfactory  to  Mortgagee.
Mortgagor  shall pay any and all documentary  stamps and intangible  taxes which
may be due with respect to any advance or readvance of loan proceeds.  If at any
time any agency of the State of Florida  shall  determine  that the  documentary
stamps affixed to the Note are  insufficient  or if no  documentary  stamps have
been affixed and that such stamps should  thereafter  be affixed,  the Mortgagor
shall pay for the same,  together  with any  interest  or  penalties  imposed in
connection  with such  determination  and the amount of money  needed to pay for
such stamps and penalties shall, until such stamps are purchased and affixed, be
a portion of the indebtedness  secured hereby and bear interest from the date of
such determination at the rate set forth in the Note applicable to a period when
default exists thereunder.

      If at any time applicable law shall require  Internal Revenue Stamps to be
affixed  to the  Note,  Mortgagor  shall  pay for the  same,  together  with any
interest  or  penalties  imposed in  connection  therewith.  In the event of the
passage  after the date of this  Mortgage  of any  Federal,  state or local law,
deducting  from the value of real property for the purposes of taxation any lien
thereon,  or changing in any way the laws of or the  taxation  of  mortgages  or
debts secured by mortgages for Federal,  State or local purposes,  or the manner
of the  collection  of any such taxes,  and imposing a tax,  either  directly or
indirectly, on this Mortgage, the Note, any other indebtedness secured hereby or
any instrument  securing the  indebtedness  secured  hereby,  the holder of this
Mortgage  and of the debt which it secures  shall have the right to declare  the
debt  secured by this  Mortgage  and any  interest  thereon  due on a date to be
specified by written notice to Mortgagor from Mortgagee, which date shall be not
less than one hundred  eighty (180) days after the date of such notice unless an
Event  of  Default  exists,  provided,  however,  that  such  election  shall be
ineffective if the Mortgagor is permitted by law to pay the whole of such tax in
addition to all other payments required hereunder and if the Mortgagor, prior to
such  specified  date,  does pay such  tax and  agrees  to pay any such tax when
thereafter levied or assessed against the Mortgaged Property, and such agreement
shall constitute a modification of this Mortgage.

      The Mortgagor may, at its expense and after prior notice to the Mortgagee,
by  appropriate  proceedings  diligently  prosecuted,  contest in good faith the
validity or amount of any such taxes,  assessments and other charges and, during
the period of such  contest,  permit the items so  contested  to remain  unpaid.
During the period  when the taxes,  assessments  or other  charges so  contested
remain unpaid,  the Mortgagor shall deposit in escrow with the Mortgagee  moneys
equal in amount to the amount of such contested taxes, assessments or charges in
excess of Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate.



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      Section 13. Required Insurance Coverage.  (a) The Mortgagor shall keep the
Mortgaged Property continuously insured for the benefit of the Mortgagee against
loss or damage by fire and other hazards  included in a standard fire  insurance
policy with extended  coverage  endorsement,  including  vandalism and malicious
mischief  coverage and such other coverage as Mortgagee may reasonably  require,
duly  endorsed  to  show  the  interest  of  the  Mortgagee   under  a  standard
non-contributing  mortgagee  clause, in an amount equal to the greater of 80% of
the then replacement value of the Mortgaged Property  (excluding such amounts as
are not  insured by  standard  fire  insurance  policies,  such as  excavations,
underground foundations,  piping,  underground utilities,  footings below ground
level lakes and ponds,  and  architect's  fees relating to repair or restoration
resulting  from  damage  covered by such  insurance);  but in no event shall the
amount of such insurance be less than that required to avoid  co-insurance.  The
loss  deductible  provision for any such insurance shall not exceed Ten Thousand
Dollars ($10,000.00).

      (b)  Intentionally omitted.

      (c) The  Mortgagor  shall obtain and  continuously  maintain  single limit
comprehensive general accident and public liability insurance in minimum amounts
of $2,500,000,  with a loss deductible clause not to exceed Ten Thousand Dollars
($10,000.00),  and  naming  the  Mortgagee  as an  additional  insured,  and the
Mortgagee may, in its reasonable discretion,  require such increases in coverage
as it deems  necessary or advisable as a result of the  operations  conducted by
the Mortgagor on the Mortgaged Property and/or the insurance coverage carried by
other entities conducting similar operations.

      (d) All insurance required to be obtained and maintained  pursuant to this
Mortgage  shall be obtained from  generally  recognized,  responsible  insurance
companies  qualified  or  licensed  to  transact  such  business in the State of
Florida and otherwise  satisfactory  to the Mortgagee.  Each policy of insurance
shall not be subject to  cancellation  or  substantial  modification  without at
least thirty (30) days prior written notice to the Mortgagee.

      (e)  Mortgagor  shall  deposit  with the  Mortgagee  all such  policies of
insurance or, at the option of the  Mortgagee,  binders,  certificates  or other
evidence  satisfactory  to the Mortgagee that (i) the insurance  required hereby
has been obtained and is in full force and effect, and (ii) all premiums thereon
have been  paid in full.  Prior to the  expiration  of any such  insurance,  the
Mortgagor  shall  furnish  the  Mortgagee  with  evidence  satisfactory  to  the
Mortgagee that such insurance has been renewed or replaced and that all premiums
thereon have been paid in full, and all insurance  policies  required hereby are
in full force and effect.

      (f) Subject to Section 18,  Mortgagor  hereby assigns to the Mortgagee all
of the  Mortgagor's  right,  title and  interest in and to all such  policies of
insurance and in and to any insurance proceeds  resulting  therefrom to the full
extent of the  indebtedness  secured  hereby,  and  authorizes  and  directs the
insurer  to pay  any  and all  such  proceeds  directly  to the  Mortgagee.  The
Mortgagor shall have


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the right to adjust and compromise any claims under any such insurance policies,
with  the  approval  of  Mortgagee  with  respect  to any  claim  in  excess  of
$1,000,000, which approval shall not be unreasonably withheld. In the event of a
foreclosure  of this  Mortgage,  the purchaser of the Mortgaged  Property  shall
succeed  to all the rights of the  Mortgagor  (including  any right to  unearned
premiums) in and to all policies of insurance assigned to the Mortgagee pursuant
hereto.

      (g) Mortgagor  shall maintain or cause to be maintained in connection with
the Mortgaged Property any workers'  compensation  coverage required by the laws
of the  State in which the  Mortgaged  Property  is  located.  If the  Mortgaged
Property is used for (1)  manufacturing  purposes,  or (2) any purpose involving
the use of machinery,  mobile or  production  equipment,  tank  storage,  or the
production  of any  gases,  chemicals,  or any use other  than  general  office,
apartment  living or  storage  purposes  only,  Mortgagor  shall  also  maintain
liability  insurance  coverage to insure against any liability risks not covered
by workers' compensation coverage.

      Section 14.  Intentionally omitted.

      Section l5.  Disposition of Mortgaged  Property;  Liens and  Encumbrances.
Except in connection with sales of single family residential  dwellings or units
pursuant to bona fide contracts  between Borrower and one or more Persons not an
Affiliate  of Borrower as permitted  by the  Agreement,  and except as expressly
permitted by Sections 11, 19 and 49 of this  Mortgage,  the Mortgagor  shall not
sell,  convey,  assign,  transfer,  lease,  or dispose of all or any part of the
Mortgaged Property, or any interest therein, or enter into any agreement for any
of the  foregoing,  in each  case  without  the  prior  written  consent  of the
Mortgagee.  The Mortgagor  shall not directly or indirectly  create or permit to
remain, and will promptly discharge,  any mortgage,  lien, encumbrance or charge
on, pledge of, security interest in or conditional sale or other title retention
agreement  with  respect to all or any part of the  Mortgaged  Property,  or any
interest therein,  or any revenues,  income or profit or other sums arising from
the Mortgaged Property or any part thereof (including,  without limitation,  any
lien, encumbrance or charge as a result of operation of law) other than: (i) the
lien and security interest of this Mortgage;  (ii) liens for taxes,  assessments
and other  governmental  charges  which are not at the time  required to be paid
pursuant to Section l2 hereof; (iii) liens of mechanics', materialmen, suppliers
or vendors or rights thereto to the extent  permitted by Section l6 hereof;  and
(iv) the Permitted Prior Encumbrances specified in Section 1 hereof, if any.

      Section l6. Mechanics' and Other Liens. The Mortgagor shall not permit any
construction  or other  liens to be filed  or to  exist  against  the  Mortgaged
Property  or any part  thereof  in an amount in excess of One  Hundred  Thousand
Dollars  ($100,000.00) in any one instance or Two Hundred Fifty Thousand Dollars
($250,000.00) in the aggregate,  and the Mortgagor shall, within sixty (60) days
after notice of the filing of any such lien,  cause the same to be discharged of
record by payment,  deposit, bond, order of a Court of competent jurisdiction or
otherwise.



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      Section l7. No Claims Against Mortgagee.  This Mortgage does not relate to
the construction of specific improvements and is for working capital pursuant to
the  Agreement.  Nothing  contained  in this  Mortgage  shall be  construed as a
request by the Mortgagee, expressed or implied, for the performance of any labor
or services or the furnishing of any materials or other property with respect to
the  Mortgaged  Property  or any  part  thereof,  or be  construed  to give  the
Mortgagor  any  right,  power  or  authority  to  contract  for  or  permit  the
performance of any labor or services or the furnishing of any materials or other
property  with  respect to the  Mortgaged  Property or any part  thereof,  or be
construed to give the Mortgagor any right, power or authority to contract for or
permit  the  performance  of any  labor or  services  or the  furnishing  of any
material  or other  property  on behalf of  Mortgagee,  or in such  manner as to
provide the basis for any claim  either  against the  Mortgagee or that any lien
based on the performance of such labor or services or the furnishing of any such
material or other property is prior to the lien of this Mortgage.

      Section l8.  Damage, Destruction, Eminent Domain.

      (a) Mortgagor shall promptly notify  Mortgagee in writing of any damage to
or destruction of any part of the Mortgaged Property, including a description of
the nature,  extent and date of the damage,  the estimated  cost of repair,  and
estimated net proceeds of insurance.  Mortgagor shall promptly notify  Mortgagee
in writing of any proposed, threatened or actual taking or injury to any part of
the Mortgaged Property pursuant to use of the power of eminent domain, including
a description  of the nature,  extent and date of the taking or proposed  taking
and  the  estimated  net  proceeds  of the  condemnation  award,  or  price  for
conveyance under threat of condemnation.

      (b) Mortgagor hereby assigns to Mortgagee all of Mortgagor's  right, title
and  interest in and to any and all such  proceeds of insurance  and/or  eminent
domain  awards  (including  any amount  paid for a  conveyance  under  threat of
condemnation),  and all such proceeds shall be paid to Mortgagee for application
to the  Mortgagee's  costs of  collection,  any amounts then due pursuant to the
Note, the Agreement or this Mortgage, and then to the prepayment without premium
of principal;  provided,  however,  that, subject to paragraph (c) below, and so
long as no Event of Default, or event which with notice or lapse of time or both
would constitute an Event of Default, has occurred, the Mortgagee shall promptly
remit to Mortgagor  such insurance  proceeds to the extent less than  $1,000,000
resulting from a single loss and shall further  permit such  insurance  proceeds
(to the extent not remitted to Borrower as aforesaid) to be used for the purpose
of repairing,  replacing,  restoring and  rebuilding  the Mortgaged  Property as
nearly as practicable to the value,  condition and character thereof immediately
prior to such damage or destruction, with such changes or alterations,  however,
as the Mortgagor may deem necessary for proper use or operation of the Mortgaged
Property and as may be approved by the  Mortgagee,  in  accordance  with Section
18(e) hereof.

      (c) If (i) any building being part of the Mortgaged Property is damaged or
destroyed to such an extent that (y) it cannot be reasonably repaired,  replaced
or restored within a period of six (6)


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months  to  the  condition   thereof   immediately   preceding  such  damage  or
destruction,  or (z) its normal use and  operation is prevented  for a period of
six (6) months, or (ii) title to, or the temporary use of a significant  portion
of the Mortgaged  Property  shall have been taken to such an extent that (v) the
Mortgaged Property cannot be reasonably repaired,  replaced or restored within a
period of six (6) months to a condition not  substantially  different  from that
existing prior to such taking,  or (w) normal use and operation of the Mortgaged
Property  is  prevented  for a period of six (6)  months,  then,  in any of such
events,  Mortgagor shall within thirty (30) days after  receiving  notice of any
such events,  cause the value of such  property to be  re-appraised  in a manner
satisfactory to Mortgagee and shall cause the amount outstanding pursuant to the
Agreement to be permitted within the applicable Loan Amount Limitation,  whether
by subjecting  additional  Collateral hereto or by reducing the principal amount
outstanding pursuant to the Note and Agreement.

      (d)  Intentionally omitted.

      (e)  Mortgagor  shall,  regardless  of the  adequacy  or  availability  of
insurance  proceeds,  if any,  promptly  commence and complete the  restoration,
repair,  replacement  and  rebuilding  of the  Mortgaged  Property  as nearly as
practicable to the value,  condition and character thereof  immediately prior to
any damage or  destruction.  Mortgagor  shall,  regardless  of the  adequacy  or
availability of proceeds of condemnation, if any, promptly commence and complete
the restoration, repair, replacement and rebuilding of the Mortgaged Property as
nearly as practicable to the value,  condition and character thereof immediately
prior to such taking. If no Event of Default or event which with notice or lapse
of time or both would  constitute  an Event of Default has  occurred,  Mortgagee
shall make any insurance  proceeds  remaining in its possession,  as provided in
Paragraph  (b) above,  available for any such repair or  restoration,  and shall
disburse  such  funds as work  progresses  in  accordance  with and  subject  to
Mortgagee's then normal and customary  construction loan disbursement  practices
and procedures,  provided that Mortgagee may require Mortgagor either to deposit
with Mortgagee, for disbursement prior to the disbursement of any such insurance
proceeds,  the amount in addition to such  available  net  proceeds of insurance
that will be required  (in  Mortgagee's  judgment)  to  complete  such repair or
restoration,  or to provide  Mortgagee with evidence  satisfactory  to Mortgagee
that such additional funds are available for such purposes.

      Section l9. Leases. The Mortgagor shall not enter into any lease of all or
any part of the  Mortgaged  Property  ("Lease")  except for leases of individual
single family residences, lots or units to Persons not Affiliates of Borrower in
the ordinary  course of business or except with the prior written consent of the
Mortgagee and pursuant to lease terms in form and substance  satisfactory to the
Mortgagee.  Unless  otherwise  provided  by  written  instrument  signed  by the
Mortgagee, any and all Leases (other than Permitted Prior Encumbrances,  if any)
shall be  subordinated to this Mortgage.  This Mortgage  constitutes an absolute
and present  assignment of all rentals,  income and other revenues payable under
or derived  from any and all Leases,  subject  only to the  conditional  license
granted by the Mortgagee to the  Mortgagor to collect such  rentals,  income and
revenues during such times as no Event of Default shall have occurred hereunder.
Concurrently with the


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execution and delivery hereof,  the Mortgagor has also executed and delivered to
the  Mortgagee a collateral  assignment of its interests as lessor in all Leases
and to all rentals,  income and other  revenues  payable  thereunder  or derived
therefrom, as additional collateral for the indebtedness hereby secured.

      The  Mortgagor  will  perform,  fulfill,  comply with and observe each and
every  material  covenant,  agreement and condition to be performed,  fulfilled,
complied with and observed by the Mortgagor as lessor under the Leases, and will
not suffer or permit any material default of the Mortgagor as lessor  thereunder
to occur (except  defaults  which are duly cured within the time provided in the
Leases for the curing thereof).

      Section 20. Inspection. Mortgagee, its agents and employees shall have the
right to enter upon and inspect the Mortgaged Property at any and all reasonable
times for the protection of its interest in the Mortgaged  Property and for such
other purposes as may in Mortgagee's  sole  discretion be necessary or desirable
in connection with the exercise of its rights hereunder or under the Agreement.

      Section 2l.  Intentionally omitted.

      Section 22.  Indemnification.  The Mortgagor hereby protects,  indemnifies
and saves harmless the Mortgagee, its officers, directors, agents and employees,
from  and  against  any  and  all  liabilities,  obligations,  claims,  damages,
penalties,  causes of action,  costs and expenses (including without limitation,
reasonable  attorneys' fees and expenses) imposed upon,  incurred by or asserted
against the  Mortgagee or any of such persons by reason of (a)  ownership of any
interest in the Mortgaged Property or any part thereof, (b) any accident, injury
to or death of persons or loss of or damage to  property  occurring  on or about
the Mortgaged  Property or any part thereof or the adjoining  sidewalks,  curbs,
vaults and vault space, if any,  streets or ways,  excepting for those caused by
the  negligence  of the  Mortgagee,  (c) any use,  disuse  or  condition  of the
Mortgaged  Property or any part  thereof,  or the  adjoining  sidewalks,  curbs,
vaults and vault  space,  if any,  or any streets or ways,  excepting  for those
caused by the  negligence of the  Mortgagee,  (d) any failure on the part of the
Mortgagor to perform or comply with any of the terms hereof or of the Agreement,
or any inaccuracy in any  representation or warranty made by Mortgagor herein or
in the  Agreement,  (e) any  necessity  to  defend  any of the  right,  title or
interest conveyed by this Mortgage, (f) the performance of any labor or services
or the furnishing of any materials or other property in respect of the Mortgaged
Property or any part thereof,  (g) any  subsidence or erosion of any part of the
surface of the  Mortgaged  Premises,  including any shoreline or any bank of any
river, stream,  creek, lake, ocean or other water source, or (h) the location or
existence of asbestos or any toxic or hazardous waste,  chemicals,  materials or
substance on, at, in or under the Mortgaged Property or any part thereof. If any
action,  suit or  proceeding  is brought  against the  Mortgagee,  or any of its
officers,  directors,  agents or employees,  for any such reason, the Mortgagor,
upon the  request of such party,  will at the  Mortgagor's  expense,  cause such
action, suit or proceeding to be resisted


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and  defended by counsel  satisfactory  to the  Mortgagee  or such  person.  Any
amounts  payable to an  indemnified  party under this Section which are not paid
within ten (10) days after written  demand  therefor  shall bear interest at the
Default Rate from the date of such demand, and such amounts,  together with such
interest, shall be indebtedness secured by this Mortgage. The obligations of the
Mortgagor under this Section shall survive any defeasance of the Mortgage.

      Section  23.  Events of  Default.  An Event of  Default  as defined in the
Agreement shall be an "Event of Default" under this Mortgage.

      Section 24. Right to Cure. If the Mortgagor or any Borrower  shall fail to
make any payment or perform any act required to be made or performed  under this
Mortgage or the Agreement, the Mortgagee, upon reasonable notice to Mortgagor of
its  intent  to do so (not to  exceed  five (5) days)  and  without  waiving  or
releasing any  obligation or default,  may (but shall be under no obligation to)
make such  payment or perform such act for the account and at the expense of the
Mortgagor and may enter upon the Mortgaged Property or any part thereof for such
purpose  and  take all such  action  thereon  as,  in its sole  opinion,  may be
necessary or appropriate therefor,  all without prejudice to any other rights or
remedies  available to Mortgagee.  All payments so made by the Mortgagee and all
costs, fees and expenses incurred in connection  therewith or in connection with
the performance by the Mortgagee of any such act, together with interest thereon
at the  Default  Rate (as  hereinafter  defined)  from the  date of  payment  or
incurrence,  shall constitute  additional  indebtedness secured by this Mortgage
and shall be paid by the Mortgagor to the Mortgagee on demand.

      Section 25.  Remedies.  If an Event of Default  shall have  occurred,  the
Mortgagee may exercise any or all or any  combination of the remedies  conferred
upon or  reserved to it under this  Mortgage,  the  Agreement  or any other Loan
Document,  or now or  hereafter  existing  at law or in  equity  or by  statute.
Without  limitation,  the Mortgagee may (a) declare the entire unpaid  principal
balance of the  indebtedness  secured hereby to be immediately  due and payable,
without notice or demand,  except as expressly  required by the Loan  Documents,
the same being expressly waived by the Mortgagor,  and upon such declaration the
entire indebtedness  secured hereby shall become immediately due and payable and
shall thereafter bear interest at a rate equal to five percent (5%) per annum in
excess of the rate that would  otherwise be applicable  pursuant to the terms of
the Note (the  "Default  Rate");  (b)  proceed at law or equity to  collect  all
indebtedness secured by this Mortgage then due hereunder, whether at maturity or
by  acceleration;  (c) foreclose the lien of this Mortgage as against all or any
part of the Mortgaged Property; and (d) exercise any rights, powers and remedies
it may have as a secured party under the Uniform Commercial Code of the State in
which the Mortgaged  Property is located,  including,  without  limitation,  the
option of  proceeding  as to both  personal  property and fixtures in accordance
with the Mortgagee's rights with respect to real property.



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      Section  26.  Waiver of  Appraisement,  Valuation.  The  Mortgagor  hereby
waives,  to the full  extent  that it may  lawfully  do so,  the  benefit of all
appraisement,  valuation,  stay and extension laws now or hereafter in force and
all rights of  marshalling  of assets in the event of any sale of the  Mortgaged
Property,  any part  thereof  or any  interest  therein,  and any  court  having
jurisdiction to foreclose the lien hereof may sell the Mortgaged  Property (real
or personal,  or both) as an entirety or in such parcels,  lots, manner or order
as the Mortgagee in its sole discretion may elect.

      Section 27.  Appointment  of Receiver.  If an Event of Default  shall have
occurred,  the Mortgagee shall be entitled,  to the extent  permitted by law, to
the  appointment  of a receiver for all or any part of the  Mortgaged  Property,
whether such  receivership  is  incidental  to a proposed  sale of the Mortgaged
Property or otherwise.  The foregoing is agreed to, in part, in  recognition  of
the  fact  that a delay in the  management,  development,  disposition  or other
activity  involving the Mortgaged  Property may  substantially  adversely affect
Mortgagee's security by virtue of the effects of Florida's Growth Management Act
and concurrency  requirements  and documents and instruments of record affecting
development of the Mortgaged Property.

      Section 28. Possession,  Management and Income; Assignment. If an Event of
Default  shall have  occurred,  the  Mortgagee,  to the extent  permitted  under
applicable law, may enter upon and take possession of the Mortgaged  Property or
any part thereof by force, summary proceedings,  ejectment or otherwise, and may
remove  Mortgagor and all other  persons and any and all property  therefrom and
may hold,  operate  and  manage the same and  receive  all  revenues,  income or
profits  accruing with respect thereto or any part thereof.  The Mortgagee shall
have no  liability  for or by reason of any such  taking of  possession,  entry,
removal or holding, operation or management, or for the failure to do so, except
for grossly negligent or intentional misconduct.

      Section  29.  Remedies  Cumulative.  Each  right,  power and remedy of the
Mortgagee provided for in this Mortgage, in the Note, in the Agreement or now or
hereafter  existing  at law or in equity or by  statute or  otherwise,  shall be
cumulative  and  concurrent  and shall be in addition to every other such right,
power or remedy,  and the  exercise  or  beginning  of the  exercise  or partial
exercise by the Mortgagee of any one or more of such rights,  powers or remedies
shall not preclude the simultaneous or later exercise by the Mortgagee of any or
all such other rights, powers or remedies.

      Section 30. Provisions  Subject to Applicable Law. All rights,  powers and
remedies  provided  herein may be exercised only to the extent that the exercise
thereof does not violate any  applicable  law, and are intended to be limited to
the  extent  necessary  so that  they will not  render  this  Mortgage  invalid,
unenforceable  or not  entitled to be  recorded,  registered  or filed under any
applicable law.

      Section 3l. No Waiver by Mortgagee.  No failure by the Mortgagee to insist
upon the strict  performance of any term hereof or to exercise any right,  power
or remedy consequent upon a breach thereof shall constitute a waiver of any such
term or of any such breach. No waiver of any


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breach shall affect or alter this  Mortgage,  which shall continue in full force
and effect with respect to any other then existing or subsequent breach.

      Section 32. Right to Sue for Installments.  Mortgagee shall have the right
from time to time to sue for any sums  required to be paid pursuant to the terms
of this Mortgage (whether principal,  interest,  taxes,  insurance premiums,  or
otherwise)  as the  same  become  due,  without  regard  to  whether  or not the
principal  or any other sums secured  hereby shall then be due and payable,  and
without  prejudice to the right of the Mortgagee to accelerate the  indebtedness
secured hereby or to commence an action for  foreclosure or any other action for
a default or defaults by the Mortgagor  existing at the time such earlier action
was commenced.

      Section 33. Additional Security. Without impairment of the lien and rights
created by this Mortgage,  the Mortgagee may accept additional  security for the
indebtedness  secured by this Mortgage from the Mortgagor or (without  notice to
or the consent of the Mortgagor) from any other person or persons. Mortgagee may
release or subordinate any part of the security for the indebtedness  secured by
this Mortgage without in any way impairing or affecting the validity or priority
of  this  Mortgage  as to the  Mortgaged  Property  not  specifically  released.
Mortgagee  may resort to the  security  created by this  Mortgage or to any such
additional  security in such manner and order as  Mortgagee  may elect,  in each
case without affecting the lien hereof and the rights conferred hereunder.

      Section 34. Notices.  Any notice,  demand or request required or permitted
by this  Mortgage  shall  be in  writing  and  shall  be  deemed  to  have  been
sufficiently  given at the earlier of when personally  delivered or at 6:00 P.M.
on the second  Business  Day after  deposit in the United  States  certified  or
registered mail,  postage prepaid,  and addressed to the address of the party to
whom such notice is directed as such address as is set forth at the beginning of
this Mortgage,  and in the case of the Mortgagee,  to the attention of the Legal
Department,  or at such other  address as any party may from time to time notify
the other by notice in writing  as  aforesaid.  A Business  Day is any day other
than a Saturday,  Sunday or any day on which savings and loan  associations  are
authorized or required to be closed in the State of Ohio.

      Section  35.  Reimbursement  of  Attorneys'  Fees  and  Expenses.  If  the
Mortgagee  becomes a party to any action wherein the Mortgagee must establish or
defend the validity or priority of this Mortgage,  the Mortgagor shall reimburse
the  Mortgagee  on demand for any and all such  costs or  expenses  incurred  by
Mortgagee,  including,  without  limitation,  attorneys'  fees  at all  tribunal
levels,  together with  interest  thereon at the Default Rate from the date such
costs and expenses are incurred,  and all of said amounts,  including  interest,
shall constitute  indebtedness  secured by this Mortgage to the extent permitted
by law.

      Section 36. Discharge of Mortgage.  If the Note and all other sums payable
under this  Mortgage and the Agreement  shall have been fully paid,  the line of
credit provided by the Note and


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Agreement shall have been terminated,  then, upon the written request and at the
expense of the  Mortgagor,  the Mortgagee  will execute and deliver the original
Note and such proper  instruments  of release and discharge as may reasonably be
requested to evidence the defeasance, release and discharge of this Mortgage.

      The lien,  security  interests and rights granted to the Mortgagee  herein
shall continue in full force and effect until  expressly  released by Mortgagee,
notwithstanding  the  termination of the line of credit provided by the Note and
Agreement or the fact that the Loan Account may from time to time be in a credit
position.

      Section 37. Recordation.  The Mortgagor,  at its expense, shall cause this
Mortgage,  any  instruments   supplemental  hereto,  and  financing  statements,
including all necessary  amendments,  supplements and  appropriate  continuation
statements,  to be  recorded,  registered  and filed,  and to be kept  recorded,
registered  and filed,  in such  manner and in such places as may be required in
order to  establish,  preserve and protect the lien of this Mortgage as a valid,
first mortgage lien on all real property and fixtures  included in the Mortgaged
Property and a valid, perfected first priority security interest in all fixtures
included  in the  Mortgaged  Property  (including  in each  such  case,  without
limitation,  any such  properties  acquired  after  the  execution  hereof).  If
requested by the Mortgagee, but in each case not more than once in each calendar
year,  the Mortgagor,  at its expense,  will furnish the Mortgagee an opinion of
counsel  satisfactory to the Mortgagee  specifying the action required and taken
by the  Mortgagor to comply with this Section 37 since the date of this Mortgage
or the date of the most recent such  opinion (or stating  that no such action is
or was  necessary)  and specifying all action which will be required to be taken
in the next succeeding twelve month period.

      Section  38.  Further  Assurances.  Mortgagor  will  properly  execute and
deliver, or cause to be executed and delivered from time to time, at the request
of  Mortgagee,  all  such  further  mortgages,  security  agreements,  financing
statements,  assignments  of leases now  existing  or  hereafter  entered  into,
transfers and such other  assurances  as the Mortgagee  shall require for better
assuring, mortgaging,  pledging, assigning and confirming unto the Mortgagee all
and singular the Mortgaged  Property and the title thereto;  provided,  however,
that no such assurance  shall create  liability or security not  contemplated by
the Agreement.

      Section 39. Estoppel  Affidavits.  The Mortgagor or the Mortgagee,  as the
case may be,  within ten (l0) days after  written  request from the other party,
shall furnish a written statement,  duly acknowledged,  setting forth the unpaid
principal of, and interest on the indebtedness  secured hereby,  and in the case
of the Mortgagor only,  whether or not any offsets or defenses exist against the
obligations of Mortgagor to pay such principal and interest.

      Section 40.  Amendments,  Changes and  Modifications.  Except as otherwise
provided  in  this  Mortgage,  this  Mortgage  may not be  effectively  amended,
changed, modified, altered or terminated


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without  the prior  written  consent  of the  Mortgagee.  If the  payment of the
indebtedness  secured by this  Mortgage,  or any part  thereof,  be  extended or
varied, or if any part of the security or guaranties therefor be released,  then
all persons now or at any time hereafter liable  therefor,  or interested in the
Mortgaged  Property,  shall be held to assent to such  extension,  variation  or
release and their  liability  and the lien of this  Mortgage and all  provisions
hereof shall  continue in full force and effect.  The right of recourse  against
all such persons is expressly  reserved by Mortgagee,  notwithstanding  any such
extension, variation or release. Any person, firm or corporation taking a junior
mortgage,  or other lien upon the Mortgaged  Property or any part thereof or any
interest  therein,  shall take said lien  subject to the rights of  Mortgagee to
amend,  modify,  extend or release  this  Mortgage,  the  Agreement or any other
document or instrument  evidencing,  securing or  guarantying  the  indebtedness
secured by this Mortgage,  in each and every case without  obtaining the consent
of the holder of such junior lien and without the lien of this  Mortgage  losing
its priority  over the rights of any such junior  lien.  Any  acceptance  by the
Mortgagee of part payment of any installment of principal or interest,  or both,
or part  performance  of any  covenant,  or delay by mortgagee for any period of
time in exercising  the option to accelerate any  indebtedness  evidenced by the
Note or secured by this  Mortgage  shall not operate as a waiver of the right to
exercise such option to accelerate such indebtedness.

      Section 4l.  Governing Law. This Mortgage shall be deemed to be made under
the laws of the State of Florida and for all  purposes  shall be governed by and
construed in accordance with the laws of the State of Florida.

      Section 42.  Binding  Effect.  This Mortgage shall inure to the benefit of
and be  binding  upon  the  Mortgagor,  its  successors  and  assigns,  and  the
Mortgagee,  its successors  and assigns,  provided that this Mortgage may not be
assigned by the Mortgagor without the prior written consent of the Mortgagee and
may not be assigned by the Mortgagee, except as provided in the Agreement.

      Section 43.  Severability.  If any term or provision of this Mortgage,  or
the operation  thereof,  shall be held to be invalid,  illegal or unenforceable,
the validity of the remaining  provisions  hereof,  and the  operation  thereof,
shall in no way be  affected  thereby,  each of  which  shall  be  deemed  to be
effective to the full extent permitted by law.

      Section 44. Captions.  The captions or headings herein shall be solely for
convenience  of reference  and in no way define,  limit or describe the scope or
intent of any provisions or sections of this Mortgage.

      Section 45.  Counterparts.  This Mortgage may be executed in any number of
counterparts,  each of which shall be  regarded as an original  and all of which
shall constitute but one and the same  instrument;  it shall not be necessary in
proving this Mortgage to produce or account for more than one such  counterpart,
or a copy hereof certified by the appropriate recording officer.



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      Section 46. Joint and Several  Liability.  If  Mortgagor  consists of more
than one party,  each of the undersigned  shall be jointly and severally  liable
for the performance of all of the  obligations,  covenants and agreements of the
Mortgagor contained herein.

      Section  47. No  Setoffs.  Mortgagor  acknowledges  that the  indebtedness
secured  hereby was  incurred  in good faith for full  value  received,  and the
Mortgagor has no defenses, setoffs or counterclaims thereto.

      Section 48. Definitions. Whenever in this instrument the context so admits
or  requires,  the terms  "Mortgagor"  and  "Mortgagee"  shall be  construed  as
including their respective heirs, legal representatives, successors and assigns,
as the case may be (provided, however, that nothing herein shall be construed to
permit the  assignment of this  Mortgage by  Mortgagor;  and the pronoun as used
herein to refer to either  Mortgagor or Mortgagee in the third person,  singular
number and masculine  gender,  shall be construed as meaning the person,  number
and  gender  appropriate  to the first  designation  to the  respective  parties
hereto.

      Section 49.  Partial  Releases.  Mortgagee will consent to the sale of any
Single Family  Residence (as defined in the Agreement) and a partial  release of
such Single Family Residence from the lien and operation of this Mortgage can be
obtained upon  Mortgagor's  request and at Mortgagor's  expense,  subject to the
following terms and conditions:

      (a)     No Event of Default has occurred and is existing;

      (b) Mortgagor, at its own expense, has submitted to Mortgagee at least two
(2) weeks prior to the date the release is required: (i) a legal description and
sketch of survey or recorded plat of the portion of the Mortgaged Property to be
released and other documentation as Mortgagee may deem reasonably necessary; and
(ii) a  properly  prepared  partial  release  instrument  in form and  substance
satisfactory to Mortgagee, in Mortgagee's reasonable judgment;

      (c) Suitable  ingress and egress are assured for the remaining  portion of
the Premises  subject to this Mortgage in the reasonable  judgment of Mortgagee;
and

      (d) Evidence of compliance with the requirements of such Federal, State or
local  laws and  regulations  as may  from  time to time  apply  to such  sales,
satisfactory to Mortgagee in its reasonable judgment.

When all of the foregoing conditions are satisfied in Mortgagee's determination,
Mortgagee  will,  within  ten (10) days  after its  receipt  of the last of such
items,  execute and deliver the partial  release of Mortgage to the  appropriate
escrow  agent to be held in escrow  pending the closing of the sale by Mortgagor
of the Mortgaged Property to be released.



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      Section 50. WAIVER OF JURY TRIAL.  THE MORTGAGOR AND MORTGAGEE EACH WAIVES
THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING  BASED UPON, OR RELATED
TO, ANY ASPECT OF THE  TRANSACTION  IN  CONNECTION  WITH WHICH THIS  DOCUMENT IS
BEING  GIVEN OR ANY  DOCUMENT  EXECUTED OR  DELIVERED  IN  CONNECTION  WITH SUCH
TRANSACTION.  THIS WAIVER IS KNOWINGLY,  INTENTIONALLY  AND VOLUNTARILY  MADE BY
MORTGAGOR  AND  MORTGAGEE,   AND  EACH  OF  THE  MORTGAGOR  AND  MORTGAGEE  EACH
ACKNOWLEDGES  THAT NO ONE HAS MADE ANY  REPRESENTATIONS  OF FACT TO INDUCE  THIS
WAIVER OF TRIAL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS EFFECT. MORTGAGOR
AND MORTGAGEE EACH FURTHER  ACKNOWLEDGES  HAVING BEEN  REPRESENTED IN CONNECTION
WITH THE  TRANSACTION  WITH RESPECT TO WHICH THIS DOCUMENT IS BEING GIVEN AND IN
THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, SELECTED BY ITS OWN FREE
WILL,  AND THAT IT HAS HAD THE  OPPORTUNITY  TO DISCUSS  THIS  WAIVER  WITH SUCH
COUNSEL.  MORTGAGOR AND MORTGAGEE EACH  ACKNOWLEDGES  HAVING READ AND UNDERSTOOD
THE MEANING AND RAMIFICATIONS OF THIS WAIVER PROVISION.



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      IN WITNESS WHEREOF,  this instrument has been signed and acknowledged this
day of _______________, 1993.

Signed and Acknowledged
in the Presence of:

                                                  ORIOLE HOMES CORP.
Name Printed:

      By: ________________________________________


                              and: ________________________________________


Name Printed:
Witnesses as to ORIOLE HOMES CORP.


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



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                                    -----------------------------------------
                                    Typed, printed or stamped name of
                                    Notary Public

      My Commission Expires:___________________




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                                    EXHIBIT A
                                    ---------

                               (Legal Description)



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                                    Exhibit B
                                    ---------

                            (Permitted Encumbrances)




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