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                                                                    EXHIBIT 10.4




                                 FIRST AMENDMENT
                                       to
                            REVOLVING LOAN AGREEMENT


        This First Amendment to Revolving Loan Agreement (the "First Amendment")
is executed and  delivered as of the _____ day of August,  1995,  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,
F.S.B.,  a federal  savings bank,  f/k/a Ohio Savings Bank, an Ohio  corporation
(the "Bank"), 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 Ten Million  Dollars  ($10,000,000.00)  (the "Existing  Loan") made by
Bank to Borrower,  Borrower has  executed  and  delivered to Bank its  Revolving
Mortgage  Note dated  July 13,  1993,  in the  maximum  principal  amount of the
Existing Loan as aforesaid (the "Existing Note");

        WHEREAS,  the Existing  Loan is  evidenced  by,  among other  things,  a
Revolving Loan Agreement (the "Agreement") dated the 13th day of July, 1993, and
executed by Borrower and Bank;

        WHEREAS, the Existing 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  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,  and (ii) a Future
Advance,  Mortgage,  Assignment and Financing Statement Extension,  Modification
and  Spreader  Agreement  of even  date  herewith  (the  Mortgage  and  Security
Agreement,  as modified,  is herein referred to as the "Mortgage")  executed and
delivered by the Borrower to the Bank; and

        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 Existing  Loan to July 1, 1997,  and
make  available to Borrower an increase in the  Existing  Loan 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

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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. Existing Loan. As of the date hereof, the unpaid principal balance of
the Existing Loan is Ten Million Dollars ($10,000,000.00), and interest has been
paid on the Existing Note through ________________,  1995. Borrower acknowledges
that the  indebtedness  evidenced  by the  Existing  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 Existing 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" mean OHIO  SAVINGS  BANK,  F.S.B.,  a federal  savings  bank,  f/k/a Ohio
Savings Bank, a corporation incorporated under the laws of the State of Ohio.

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

"Borrowing  Base" at any time  means an amount  not in excess  of  seventy  five
percent (75%) of the aggregate amounts payable within the next succeeding twelve
(12) months from the date of computation pursuant to bona fide contracts between
Borrower and Persons not an Affiliate of Borrower for the sale of Single  Family
Residences  in all  residential  developments  owned and operated by Borrower in
Broward, Palm Beach and Martin Counties, Florida.

                 (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 Fifteen Million and no/100 Dollars
($15,000,000.00) (U.S.).

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

"Revolving  Note" means the  Consolidated  Revolving  Mortgage Note dated August
___, 1995, executed and delivered to Bank by Borrower,  in the maximum principal
amount of Fifteen Million and no/100 Dollars

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($15,000,000.00),   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 July 1, 1997.

                 (vi) The terms listed below shall have the  following  meanings
unless otherwise required by context, and such definitions shall be added to and
be a part of Section 1(a):

"Adjusted  Net Book  Value"  at any time  means an  amount  not in excess of the
lesser of the following:

          (1)    The Net Realizable Value of the Mortgaged Property, as shown on
                 Borrower's    Financial    Statements,    under   the   heading
                 "Inventories,"   calculated   in  accordance   with   Financial
                 Accounting  Standards  Board  Statement  of  Standards  No.  67
                 Accounting  for Costs and  Initial  Rental  Operations  of Real
                 Estate  Projects (FAS 67), as  established  by Borrower's  most
                 recent Quarterly Collateral Value Certificate;

          (2)    The Market Value of the Mortgaged  Property,  as established by
                 an appraisal, provided Bank has requested an appraisal pursuant
                 to Section 3(a)(20) of this Agreement.

"Market Value" means the most probable price which a property  should bring in a
competitive  and open market under all conditions  requisite to a fair sale, the
buyer and seller,  each acting  prudently  and  knowledgeably,  and assuming the
price is not affected by undue stimulus.

"Mortgaged Property" means the Mortgaged Property defined in the Mortgage.

"Net Realizable Value" means Net Realizable Value as defined in FAS 67.

        (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  then in
effect,  (b) the  Borrowing  Base,  (c) sixty percent (60%) 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.


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        (c) Section 2 (a)(4).  Clause (4) of Section 2(a) is hereby
superseded, restated and replaced by the following:

        (4) Unused Line Fee. Within five (5) days after the end of each calendar
month during the term of the Revolving  Note,  commencing  with the month ending
July 31, 1993, Borrower shall pay to Bank an "Unused Line Fee" equal to the rate
of  three-eighths  of one percent (0.375%) per annum of the average daily amount
for such month of the  difference  between (a) the Maximum Loan Amount;  and (b)
the unpaid principal balance of the Loan.

        (d) Section 2(b).  The  following  clause (3) is hereby added to Section
2(b):

        (3)  Mandatory  Repayments.  For a period of not less than  thirty  (30)
consecutive  calendar  days  during  each  calendar  year during the term of the
Revolving Note,  commencing with the calendar year ending December 31, 1996, the
unpaid principal balance of the Loan shall not exceed the amount of Five Million
Dollars ($5,000,000.00).

        (e) Section 2. The following Section 2(d) is hereby added to Section 2:

        (d)  Increase in Maximum Loan Amount.  Provided (i) the  warranties  and
representations of Borrower contained in this Agreement remain true, correct and
complete in all material respects;  (ii) all the material  covenants,  terms and
conditions of this Agreement remain satisfied; and (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 this Agreement;  Borrower shall have the
option  to  increase   the  Maximum   Loan  Amount  by  Five   Million   Dollars
($5,000,000.00) on and subject to the following terms and conditions:

                 (1)  Notice  and  Closing.  Borrower  shall  provide  Bank with
written notice of Borrower's exercise of the option to increase the Maximum Loan
Amount on or before March 31, 1997.  Closing on the increase of the Maximum Loan
Amount shall occur within thirty (30) days of the date notice is effective.

                 (2) Documents. At closing Borrower shall execute and deliver to
Bank a Future Advance Revolving Mortgage Note in the maximum principal amount of
$5,000,000.00,  a Consolidated  Revolving Mortgage Note in the maximum principal
amount of $20,000,000.00,  a Future Advance and Mortgage Modification Agreement,
and such other documents and certificates as Bank may reasonably  request,  each
of which shall be satisfactory in form and substance to the Bank.

                 (3) Fees,  Expenses  and Other  Payments.  At closing  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 and
intangible  tax on the Future  Advance  Revolving  Mortgage  Note and the Future
Advance and Mortgage Modification Agreement, and all reasonable

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costs, fees and expenses incurred by Bank in connection with the increase in the
Maximum Loan Amount.

                 (4) Collateral  Requirement.  It shall be a condition precedent
to Bank's  obligation  to close and fund the increase in the Maximum Loan Amount
that  Adjusted Net Book Value be an amount not less than Forty  Million  Dollars
($40,000,000.00) on the date of closing.

                 (5)  Modification of Agreement.  Upon closing of the increase
in the Maximum Loan Amount:

                            (i) The definitions of "Maximum Loan Amount" and
"Revolving Note" defined in Section 1(a) of this Agreement shall be construed to
have been replaced and superseded by the following:

"Maximum Loan Amount" means Twenty  Million and no/100 Dollars
($20,000,000.00) (U.S.).

"Revolving   Note"  means  the  Consolidated   Revolving   Mortgage  Note  dated
________________,  199__,  executed and  delivered  to Bank by Borrower,  in the
maximum principal amount of Twenty Million and no/100 Dollars  ($20,000,000.00),
including  any  partial or total  extension,  restatement,  renewal,  amendment,
modification or substitution thereof or therefor.

                            (ii)  Section 2(b)(3) of this Agreement shall be
construed to have been replaced and superseded by the following:

                 (3) Mandatory Repayments.  For a period of not less than thirty
(30) consecutive  calendar days during each calendar year during the term of the
Revolving Note, commencing with the calendar year ending December 31, 199__, the
unpaid  principal  balance  of the Loan  shall not  exceed  the  amount of Seven
Million Dollars ($7,000,000.00).

        (f)  Section 3 (a).  The following clause (20) is hereby added to
             -------------
Section 3 (a):

        (20) Appraisals. At any time during the term of this Agreement, upon the
written  request of Bank,  but,  provided no Event of Default has occurred under
this  Agreement,  not more  frequently  than one (1) time  each  Contract  Year,
Borrower  shall  provide  Bank a  current  (within  30  days)  appraisal  of the
Mortgaged Property,  satisfactory in form and amount to the Bank, prepared by an
appraiser satisfactory to 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.


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        (g) Exhibit A. Exhibit A to the Agreement  (Borrower's  Draw Certificate
and Borrowing Base and Collateral  Certificate) is hereby  superseded,  restated
and replaced by the Exhibit A attached to this First Amendment.

        4. Representations and Warranties. Borrower represents and warrants that
it has full power, authority and legal right to execute, deliver and perform the
Consolidated Revolving Mortgage Note, the Demand Revolving Promissory Note dated
August 8, 1995,  executed  and  delivered  to Bank by  Borrower,  in the maximum
principal  amount of One  Million  and no/100  Dollars  ($1,000,000.00)  and the
Demand Revolving  Promissory Note dated August 15, 1995,  executed and delivered
to Bank by Borrower,  in the maximum  principal amount of Two Million and no/100
Dollars  ($2,000,000.00)  (together,  the "Demand  Notes"),  the Future  Advance
Revolving Mortgage Note of even date herewith, executed and delivered to Bank by
Borrower,  in the maximum  principal  amount of Two  Million and no/100  Dollars
($2,000,000.00)  (the "Future  Advance  Note"),  the Future  Advance,  Mortgage,
Assignment  and  Financing  Statement   Extension,   Modification  and  Spreader
Agreement of even date herewith, executed and delivered to Bank by Borrower (the
"Mortgage  Modification"),  and this First  Amendment,  and that, as of the date
hereof (i) the  warranties  and  representations  of Borrower  contained  in the
Agreement are 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)  Adjusted  Net Book Value is an amount not less than Thirty
Million Dollars ($30,000,000.00).

        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 Consolidated Revolving
Mortgage  Note,  the Demand Notes,  the Future  Advance 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  and Other  Payments.  At the time of  execution  and
delivery of this First 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 and intangible tax on the Future Advance Note
and Mortgage Modification,  and all reasonable costs, fees and expenses incurred
by Bank in connection with this First Amendment.

        7.  Miscellaneous.

                            (a)         Severability.  If any one or more of the
provisions  of  this  First  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

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and of the remaining  provisions of this First 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 First  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 First  Amendment  as a matter of  convenience  of reference  only;  such
paragraph headings are not part of this First Amendment and shall not be used in
the interpretation of this First 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 First Amendment.

                            (e) Governing Law. The laws of the State of Florida
shall govern the  construction of this First 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 First  Amendment,  the terms and provisions
of this First Amendment shall govern and control.











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

                               Borrower:

                               ORIOLE HOMES CORP.,
                               a Florida corporation



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

                                      Bank:

                                      OHIO SAVINGS BANK, F.S.B.,
                                      a federal savings bank



                                  By:______________________________________
                                  Title:________________________________





STATE OF FLORIDA                        )
                                        )
COUNTY OF                               )

        Before me, a Notary  Public in and for said  County  and State,  on this
_______ day of _______________, 1995, 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 or has
produced __________________ as identification.

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













STATE OF OHIO           )
                        )
COUNTY OF CUYAHOGA      )

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        Before me, a Notary  Public in and for said  County  and State,  on this
_______ day of _______________,  1995,  personally appeared the above-named Ohio
Savings Bank, F.S.B., 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 A TO LOAN AGREEMENT

                           BORROWER'S DRAW CERTIFICATE


        Oriole  Homes  Corp.  hereby  requests  an  Advance  in  the  amount  of
$___________ pursuant to the Revolving Loan Agreement dated as of July 13, 1993,
as amended by that certain First  Amendment to Revolving Loan Agreement dated as
of August ___, 1995,  between the undersigned and Ohio Savings Bank, F.S.B. (the
"Agreement")  and, in connection  therewith,  hereby certifies and represents as
follows:

               1. All of the  warranties  and  representations  contained in the
                  Agreement  and the Mortgage are true,  correct and complete in
                  all material  respects;  all  covenants,  terms and conditions
                  contained in the Agreement and the Mortgage  remain  satisfied
                  or have been  performed;  and no Event of Default has occurred
                  as of the date hereof.

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

               3. The Adjusted Net Book Value (of the Mortgaged  Property) as of
                  the date hereof is $_____________.

        Unless otherwise  specified below, please deposit the entire proceeds of
the requested Advance in Account No.  001-0168206 at AmTrust Bank, a division of
Ohio Savings Bank, F.S.B., Boca Raton, Florida.

        Capitalized  terms  not  defined  herein  are  used  as  defined  in the
Agreement,  and if not defined therein, as defined in the Mortgage. Each Advance
requested  and  made  pursuant  hereto  shall  be an  Advance  pursuant  to  the
Agreement,  evidenced  by the  Consolidated  Revolving  Mortgage  Note  from the
undersigned to Bank dated ______________, 1995, and secured by the Mortgage.


                                             Oriole Homes Corp.,
                                             a Florida corporation


Dated:______________, 199__
        By:______________________________
                                        Its:_____________________________







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                               ORIOLE HOMES CORP.

                    BORROWING BASE AND COLLATERAL CERTIFICATE


        The  undersigned,  Oriole  Homes  Corp.,  being  the  Borrower  under  a
Revolving Loan  Agreement  dated as of July 13, 1993, as amended by that certain
First  Amendment  to  Revolving  Loan  Agreement  dated as of August ___,  1995,
between the undersigned and Ohio Savings Bank, F.S.B. (the "Agreement"),  hereby
certifies to the Bank as follows:

               1. The aggregate amount payable within the next succeeding twelve
                  (12)  months  after  the date  hereof  pursuant  to bona  fide
                  contracts  between  Borrower  and one or more  Persons  not an
                  Affiliate of Borrower for the sale of Single Family Residences
                  in all residential developments owned and operated by Borrower
                  in  Broward,  Palm  Beach and  Martin  Counties,  Florida,  is
                  $-------------.

               2. As of the date hereof,  the Borrowing  Base, as defined in the
                  Agreement,  is  $____________,   calculated  as  seventy  five
                  percent   (75%)   of   $________________   (Item  1  above)  =
                  $______________.

               3. The Adjusted Net Book Value (of the Mortgaged  Property) as of
                  the date hereof is $____________.

        Capitalized  terms  not  defined  herein  are  used  as  defined  in the
Agreement and, if not defined therein, as defined in the Mortgage.


                                             Oriole Homes Corp.,
                                             a Florida corporation


Dated:______________, 199__
        By:______________________________
                                        Its:_____________________________



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