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                                                                    Exhibit 10.5




                                SECOND AMENDMENT
                                       to
                            REVOLVING LOAN AGREEMENT
                            ------------------------


        This  Second   Amendment  to  Revolving   Loan  Agreement  (the  "Second
Amendment")  is executed and  delivered as of the 1st day of July,  1997, by and
between ORIOLE HOMES CORP., a Florida  corporation (the "Borrower"),  Suite 200,
1690 South Congress Avenue,  Delray Beach, Florida 33445-6327,  and OHIO SAVINGS
BANK, a federal  savings bank,  f/k/a Ohio Savings Bank,  F.S.B.  and f/k/a Ohio
Savings Bank, an Ohio  corporation  (the "Bank"),  200 Ohio Savings Plaza,  1801
East Ninth Street, Cleveland, Ohio 44114;

                              W I T N E S S E T H:
                              --------------------

        WHEREAS,  in consideration for a revolving line of credit in the maximum
amount of Twenty Million Dollars ($20,000,000.00) (the "Consolidated Loan") made
by  Bank  to  Borrower,   Borrower  has  executed  and  delivered  to  Bank  its
Consolidated  Revolving  Mortgage  Note dated  January 12, 1996,  in the maximum
principal amount of the Consolidated Loan as aforesaid (the "Second Consolidated
Note");

        WHEREAS,  the  Consolidated  Loan is evidenced by, among other things, a
Revolving  Loan  Agreement  dated the 13th day of July,  1993,  as modified by a
First Amendment to Revolving Loan Agreement dated the 23rd day of August,  1995,
both executed by Borrower and Bank (together, the "Agreement");

        WHEREAS, the Second Consolidated Note is secured by, among other things,
a Mortgage and Security  Agreement  dated as of July 13, 1993, and recorded July
16, 1993, in Official  Records Book 7800,  Page 1590,  of the Public  Records of
Palm Beach County, Florida, as modified,  extended and spread by (i) a Mortgage,
Assignment and Financing  Statement  Spreader  Agreement dated May 31, 1995, and
recorded June 6, 1995, in Official  Records Book 8776,  Page 262, of said Public
Records,  (ii) a Future Advance,  Mortgage,  Assignment and Financing  Statement
Extension,  Modification  and Spreader  Agreement  dated  August 23,  1995,  and
recorded August 30, 1995, in Official Records Book 8897, Page 53, of said Public
Records,  (iii) a Future Advance,  Mortgage,  Assignment and Financing Statement
Modification and Spreader  Agreement dated January 12, 1996 and recorded January
17, 1996, in Official  Records Book 9085, Page 547, of said Public Records,  and
(iv) a Mortgage  and Loan  Modification  and  Extension  Agreement  of even date
herewith,  all executed and  delivered by the Borrower to the Bank (the Mortgage
and Security Agreement, as modified,  extended and spread, is herein referred to
as the "Mortgage"); and

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        WHEREAS,  Borrower  and Bank have  agreed  that Bank  shall  extend  the
Termination Date  (capitalized  terms not defined herein shall have the meanings
ascribed to them in the  Agreement) of the  Consolidated  Loan to June 30, 1999,
and  reduce the  Maximum  Loan  Amount to an amount  not to exceed  Ten  Million
Dollars ($10,000,000.00) on the terms and conditions hereinafter set forth.

        NOW THEREFORE,  in  consideration of the sum of Ten Dollars ($10.00) and
other good and valuable consideration,  the receipt and sufficiency of which are
hereby  acknowledged,  and intending to be legally bound,  the Borrower and Bank
hereby covenant and agree as follows:

        1.  Recitals.  The aforementioned recitals are true and correct and
are hereby incorporated by this reference.

        2.  Consolidated  Loan.  As of the date  hereof,  the  unpaid  principal
balance of the Consolidated Loan is One Hundred Thousand Dollars  ($100,000.00),
and interest has been paid on the Second Consolidated Note through May 31, 1997.
Borrower acknowledges that the indebtedness evidenced by the Second Consolidated
Note is  free of any and all  defenses,  setoffs  and  counterclaims,  and  that
Borrower  has no  claims  against  Bank in  connection  with or  related  to the
Consolidated Loan or any Loan Document as of the date hereof.

        3.  Modification of Agreement.  The Agreement is hereby amended,
modified and extended as follows:

        (a) Definitions.

                 (i) The  definition of the term "Bank"  defined in Section 1(a)
is hereby replaced and superseded by the following:

"Bank" means OHIO SAVINGS BANK, a federal savings bank, f/k/a Ohio Savings Bank,
F.S.B. and f/k/a Ohio Savings Bank, a corporation incorporated under the laws of
the State of Ohio.

                 (ii) The  definition  of the term  "Contract  Year"  defined in
Section 1(a) is hereby replaced and superseded by the following:

"Contract Year" means each twelve (12) month period commencing on July 1 of each
calendar year and ending on June 30 of the following calendar year.

                 (iii) The definition of the term "Maximum Loan Amount"  defined
in Section 1(a) is hereby replaced and superseded by the following:

"Maximum Loan Amount" means Ten Million and no/100 Dollars
($10,000,000.00) (U.S.).
                 (iv) The  definition  of the term  "Revolving  Note" defined in
Section 1(a) is hereby replaced and superseded by the following:


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"Revolving Note" means the Renewal Amended and Restated  Consolidated  Revolving
Mortgage  Note  dated as of July 1,  1997,  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.

                 (v) The  definition of the term  "Termination  Date" defined in
Section 1(a) is hereby replaced and superseded by the following:

"Termination Date" means June 30, 1999.

        (b) Section 2(a) (1).  Clause (1) of Section 2 (a) is hereby
superseded, restated and replaced by the following:

        (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,  (b) the
Borrowing  Base, (c) fifty percent (50%) of Adjusted Net Book Value, 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.

        (c)  Section 2 (b) (3).  Clause (3) of Section 2 (b) is hereby
superseded, restated and replaced by the following:

        (3)  Mandatory  Repayments.  For a period of not less than  thirty  (30)
consecutive  calendar days during each  Contract  Year prior to the  Termination
Date,  commencing  with the Contract Year  beginning on July 1, 1998, the unpaid
principal  balance  of the Loan  shall not  exceed  Thirty  three and  one-third
percent (33.3334%) of the Maximum Loan Amount.

        (d)  Section 2 (c).  Section 2 (c) is hereby superseded, restated and
replaced by the following:

        (c) Use of Proceeds. The proceeds of the Loan hereunder shall be used by
the Borrower solely to provide  working  capital to finance ongoing  development
and construction of residential real estate and short term capital  requirements
related to the Borrower's  Florida real estate projects and/or other appropriate
short term  general  corporate  purposes.  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

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any purpose which violates,  or is inconsistent with, Regulation X of such Board
of Governors.

        (e)  Section 2 (d).  Section 2 (d) is hereby superseded, restated and
replaced by the following:

        d. Loan Extension.  Commencing no later than March 31, 1998, and on each
anniversary  thereof  if the  Termination  Date has been  extended  each year as
hereinafter  provided,  the Borrower may deliver to Bank a written  request that
the Termination Date be extended for one (1) additional  Contract Year. Provided
(i) the warranties and  representations  of Borrower  contained in the Agreement
remain  true,  correct  and  complete  in all  material  respects;  (ii) all the
material  covenants,  terms and  conditions of the Agreement  remain  satisfied;
(iii) no Event of Default,  or event which upon the lapse of time, the giving of
notice,  or both,  could  become an Event of  Default,  has  occurred  under the
Agreement;  and (iv) Bank is in receipt of the  quarterly  and annual  financial
statements mentioned in Sections 6 A (1)(c) and (d) of the Agreement, Bank will,
without prejudice, consider Borrower's request.

        If Bank,  at its sole  option and in its sole and  absolute  discretion,
elects to offer an  extension  of the  Termination  Date for one (1)  additional
Contract  Year,  Bank shall notify  Borrower no later than July 1, 1998,  and on
each anniversary thereof if the Termination Date has been extended the preceding
year and a like request for an additional one (1) Contract Year extension of the
Termination  Date has been timely  received by Bank from Borrower.  If Bank does
not notify Borrower of Bank's  election to offer to extend any Termination  Date
within the time limit as aforesaid, the applicable Termination Date shall not be
extended.  Any offer by Bank to extend the  Termination  Date for an  additional
Contract Year shall be on and subject to the following terms and conditions:

                 (1) Closing.  Closing on the one (1) Contract Year extension of
the  Termination  Date shall  occur  within  thirty (30) days of the date Bank's
notice of its election to offer Borrower an extension of the Termination Date is
effective,  but not later than  August 1  following  each  Contract  Year that a
request is received from Borrower.

                 (2) Documents. At closing Borrower shall execute and deliver to
Bank a  Mortgage  and Loan  Extension  Agreement  and such other  documents  and
certificates  and title insurance  endorsements as Bank may reasonably  request,
each of which shall be satisfactory in form and substance to Bank.

                 (3) Fees,  Expenses  and Other  Payments.  At closing  Borrower
shall pay to Bank a Commitment  Fee in the amount of  one-quarter of one percent
(0.25%) of the then  current  Maximum  Loan  Amount;  and shall  further pay all
recording fees,  documentary  stamps (if any) and intangible tax on the Mortgage
and Loan Extension  Agreement,  and reasonable costs, fees and expenses incurred
by Bank in connection with the extension of the Termination Date.

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                 (4)  Limitation on Extension.  Anything  herein to the contrary
notwithstanding,  the  Termination  Date shall not be extended by Bank more than
five (5) times.

        (f)  Section 3 (a) (20).  Clause (20) of Section 3(a) is hereby
superseded, restated and replaced by the following:

        (20) Appraisals. At any time during the term of this Agreement, upon the
election of Bank,  but,  provided no Event of Default  has  occurred  under this
Agreement,  not more  frequently than two (2) times each Contract Year, Bank may
procure (at  Borrower's  expense) a current  (within 30 days)  appraisal  of the
Mortgaged Property,  satisfactory in form and amount to the Bank, prepared by an
appraiser  selected by the Bank and in accordance  with  generally  accepted and
established  appraisal  practices  and in  conformity  with  applicable  law and
regulation and reviewed (at Borrower's  expense) by the Bank's "in-house" senior
appraiser.  Any appraisal may be adjusted by the Bank's  appraiser to conform to
Bank's  appraisal  guidelines.   Such  appraisal,  as  adjusted  by  the  Bank's
appraiser,  shall  conclusively  establish Net  Realizable  Value as of the date
thereof.  All appraisals,  appraisal reviews and any updates thereof shall be at
Borrower's expense.

        (g)  Section 6 A (5).  The following is hereby added to Section 6 A (5):

Once the aggregate of all Advances equal the Maximum Loan Amount  Borrower shall
pay additional intangible tax which may be due on each subsequent Advance to the
Clerk of the Circuit Court in accordance with Chapter 199.143, Florida Statutes,
using  the form of  Affidavit  attached  hereto as  Exhibit F or, at  Borrower's
option,  payment  may be made  directly to the  Florida  Department  of Revenue.
Within thirty (30) days after each such Advance Borrower shall provide Bank with
evidence of the payment of additional intangible tax thereon.

        (h)      Section 6 C.  Section 6 (C) is hereby superseded, restated and
replaced by the following:

        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  Forty  Two  Million  Dollars
($42,000,000.00).

        4. Representations and Warranties. Borrower represents and warrants that
it has full power, authority and legal right to execute, deliver and perform the
Renewal Amended and Restated  Consolidated  Revolving Mortgage Note of even date
herewith,  executed and delivered to Bank by Borrower (the "Renewal Note"),  the
Mortgage and Loan  Modification  and Extension  Agreement of even date herewith,
executed and delivered to Bank by Borrower (the  "Mortgage  Modification"),  and
this Second  Amendment,  and that, as of the date hereof (i) the  warranties and
representations of

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Borrower contained in the Agreement (as may be amended hereby) are true, correct
and complete in all material respects;  (ii) all the material  covenants,  terms
and  conditions of the Agreement (as may be amended  hereby)  remain  satisfied;
(iii) no Event of Default,  or event which upon the lapse of time, the giving of
notice,  or both,  could  become an Event of  Default,  has  occurred  under the
Agreement;  and (iv)  Adjusted  Net Book Value is an amount not less than Twenty
Million Dollars ($20,000,000.00).

        5.  Ratification of Loan Documents.  Borrower and Bank each  acknowledge
that the Loan Documents are valid and binding;  that there are no defenses,  set
offs or counterclaims thereto;  nothing herein or in the Renewal Note and/or the
Mortgage  Modification  invalidates  or shall  impair or release  any  covenant,
condition, agreement or stipulation in the Loan Documents; and Borrower and Bank
shall  each  perform  and  comply  with  and  abide  by each  of the  covenants,
agreements, conditions and stipulations of the Loan Documents as amended hereby.

        6.  Fees,  Expenses,  Appraisal  and  Other  Payments.  At the  time  of
execution and delivery of this Second  Amendment,  Borrower  shall pay to Bank a
Commitment Fee in the amount of Fifty Thousand Dollars  ($50,000.00);  and shall
further pay all recording fees,  documentary  stamps (if any) and intangible tax
on the  Mortgage  Modification,  and all  reasonable  costs,  fees and  expenses
incurred by Bank in connection  with this Second  Amendment,  including  without
limitation the cost of the initial  appraisal for the Contract Year July 1, 1997
to June 30, 1998,  pursuant to Section 3(a) (20) of the Agreement as modified by
this Second  Amendment,  to be  procured by Bank within  thirty (30) days of the
date of this Second Amendment.

        7.  Miscellaneous.
            --------------

                            (a)         Severability.  If any one or more of the
provisions  of  this  Second  Amendment  is  held  to  be  invalid,  illegal  or
unenforceable  in any  respect  for  any  reason,  the  validity,  legality  and
enforceability of any such provision or provisions in every other respect and of
the  remaining  provisions  of this  Second  Amendment  shall  not be in any way
impaired,  and each term or provision  shall be  construed  to be legal,  valid,
binding and enforceable to the maximum extent permitted by law.

                            (b)    Survival    of     Covenants,     Agreements,
Representations  and Warranties.  All warranties,  representations and covenants
made by Borrower herein or in any certificate or other  instrument  delivered by
it or on its behalf under this Second Amendment shall be considered to have been
relied upon by Bank and shall survive  regardless of any  investigation  made by
Bank or on its behalf.  All such  statements  and any such  certificate or other
instrument  shall  constitute   warranties  and   representations   by  Borrower
hereunder.

                            (c) Headings.  Paragraph headings have been inserted
in this Second Amendment as a matter of convenience of reference only;

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such paragraph  headings are not part of this Second  Amendment and shall not be
used in the interpretation of this Second Amendment.

                            (d) Time of the  Essence.  Time is hereby  expressly
made of the essence with respect to the performance and/or  satisfaction of each
of the provisions and conditions of this Second Amendment.

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

                            (f)  Limited Modification/Conflicts.  Except to the
limited extent  expressly  provided  herein,  the Loan Documents shall remain in
full force and effect. In the event of any  inconsistency  between the terms and
conditions of the Agreement and this Second Amendment,  the terms and provisions
of this Second Amendment shall govern and control.

                            (g)  Prior  Negotiations  Superseded.  The terms and
conditions of this Second Amendment supersede and replace all prior discussions,
negotiations  and side letter  agreements  with  respect to the  subject  matter
hereof,  including,  without limitation,  all those certain letters from Bank to
Borrower dated as of March 12, 1997, May 9, 1997,  June 12, 1997, July 21, 1997,
August 27, 1997, September 7, 1997 and October 31, 1997.

        IN WITNESS WHEREOF,  the parties hereto have caused the Second Amendment
to be executed as of the day and year first above written.

                         Borrower:

                         ORIOLE HOMES CORP.,
                         a Florida corporation


                         By:____________________________________
                         Richard D. Levy, Chairman of the
                         Board and Chief Executive Officer

                         Bank:

                         OHIO SAVINGS BANK,
                         a federal savings bank


                         By:______________________________________
                         Name Printed:___________________________
                         Title:________________________________

STATE OF FLORIDA                 )
                                 )
COUNTY OF PALM BEACH             )

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        Before me, a Notary  Public in and for said  County  and State,  on this
_______ day of November,  1997, personally appeared the above-named Oriole Homes
Corp., a Florida corporation,  by Richard D. Levy, its Chairman of the Board and
Chief  Executive  Officer,  who  acknowledged  that he did  sign  the  foregoing
instrument on behalf of said corporation, and that such signing was his free act
and deed,  individually  and as such officer,  and the free act and deed of said
corporation. Richard D. Levy is personally known to me.

                                 ---------------------------------------------
                                 Print Name:__________________________________
(SEAL)                           Notary Public, State of Florida at Large
                                 My Commission Expires:_____________________


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STATE OF OHIO                           )
                                        )
COUNTY OF CUYAHOGA                      )

        Before me, a Notary  Public in and for said  County  and State,  on this
_____ day of November,  1997,  personally  appeared the above-named Ohio Savings
Bank, a federal savings bank, by __________________,  its ______ President,  who
acknowledged  that he did sign the  foregoing  instrument on behalf of said bank
and  that  such  signing  was his free act and  deed,  individually  and as such
officer, and the free act and deed of said bank.
___________________ is personally known to me.

                                 ---------------------------------------------
                                 Print Name:__________________________________
(SEAL)                           Notary Public, State of Ohio
                                 My Commission Expires:_____________________


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                           EXHIBIT F TO LOAN AGREEMENT

                             NONRECURRING INTANGIBLE
                              PERSONAL PROPERTY TAX
                                    AFFIDAVIT


STATE OF FLORIDA                 )
                                 :ss
COUNTY OF PALM BEACH             )

        BEFORE   ME,   the   undersigned    authority,    personally    appeared
____________________,  who,  after duly being  placed  under  oath,  deposes and
states as follows:

        1. Affiant is  ____________________  of Oriole  Homes  Corp.,  a Florida
corporation.

        2. Affiant makes this Affidavit in connection with that certain Mortgage
and Security  Agreement  (Revolving  Loan) to Ohio Savings Bank,  dated July 13,
1993, in the initial amount of  $10,000,000,  recorded in Official  Records Book
7800,  Page 1590,  of the  Public  Records of Palm  Beach  County,  Florida,  as
modified, extended and spread of record (the "Revolving Mortgage").

        3. An additional amount of  $________________  is being/will be borrowed
under the  Revolving  Mortgage  and this  Affidavit is made and executed for the
purpose  of  paying  Nonrecurring  Intangible  Personal  Property  Tax upon such
additional amount in accordance with Chapter 199.143 Florida Statutes.

Further Affiant sayeth naught.


------------------------------------
Name Printed:_______________________

Sworn to,  subscribed  and  acknowledged  before me this ___ day of __________ ,
199__, by __________________________.


-------------------------------------
Notary Public, State of Florida at Large
Name Printed:________________________
My Commission Expires:_______________

Personally known ______or produced ____________________Driver License.



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