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                                                                   Exhibit 10.28
                        INCENTIVE STOCK OPTION AGREEMENT
                                       OF
                               ORIOLE HOMES CORP.

      AGREEMENT  dated this 14th day of  December,  1998,  between  Oriole Homes
Corp., a Florida  corporation  (hereinafter  called the  "Company"),  and Joseph
Pivinski (hereinafter called the "Employee").
                              W I T N E S S E T H:
                              --------------------
      WHEREAS,  the Company desires to grant Employee a proprietary  interest in
the Company in order to increase his/her efforts on its behalf; and
      WHEREAS,  the Company  has this day  granted to the  Employee an option to
purchase the number of shares of Class B Common Stock, par value $.10 per share,
of the Company,  and at the option price, all as hereinafter stated, such option
to be exercisable not more than five (5) years after the date hereof; and
      WHEREAS,  the Employee is willing to accept said option and to be bound by
the terms and conditions thereof; and
      WHEREAS,  the  execution  and  delivery  of this  Agreement  has been duly
authorized by the Board of Directors of the Company;
      NOW,  THEREFORE,  in  consideration  of the  foregoing  and of the  mutual
covenants  herein  contained  and other good and  valuable  considerations,  the
receipt  whereof is hereby  acknowledged,  the parties  hereto,  intending to be
legally bound hereby, agree as follows:
                           GRANT OF OPTION; ADJUSTMENT
                           OF SHARES COVERED BY OPTION
                           ---------------------------
      1.1 The Company  hereby  grants to the Employee an option to purchase from
the Company,  upon the terms and conditions  hereinafter set forth, 3,500 shares
of Class B Common  Stock,  par  value  $.10 per  share,  of the  Company,  for a
consideration of $2.25 per share.
      1.2 The number of shares of Common  Stock above  stated,  and the purchase
price  thereof,  shall be subject to  adjustment  from time to time as  provided
herein.




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                               PAYMENT FOR SHARES
      2.1 The  option  price of the  shares  to be  purchased  pursuant  to each
exercise of the within  option  shall be paid to the Company by the  Employee in
full, in cash or check or in whole or in part by:
      a.  transfer to the  Company of shares of Class A or Class B Common  Stock
having a Fair  Market  Value equal to the option  exercise  price at the time of
such exercise; or
      b.  delivery of  instructions  to the Company to withhold  from the option
shares  that would  otherwise  be issued on the  exercise  that number of option
shares having a Fair Market Value equal to the option exercise price at the time
of such  exercise.  If the Fair  Market  Value  of the  number  of whole  shares
transferred  or the number of whole option shares  surrendered  is less than the
total  exercise  price of the option,  the shortfall  must be made up in cash or
check.
                               EXERCISE OF OPTION
                               ------------------
      3.1 The within option may be exercised during the lifetime of the Employee
and in whole or in part at any time after December 14, 2000 and thereafter until
on or before December 14, 2003.
      3.2 At least  twenty  days prior to the date upon which all or any portion
of the within  option is to be  exercised,  the person  entitled to exercise the
option  shall  deliver to the  Company  written  notice of his/her  election  to
exercise all or part of the option, which notice shall specify the date and time
for the  exercise of the option and the number of shares in respect to which the
option is to be exercised. The date specified in such notice shall be a business
day and the time  specified  shall be during the regular  business  hours of the
Company.
      3.3 The person entitled to exercise the option shall, at the date and time
specified  in such  notice,  pay to the Company the  consideration  set forth in
Section 2 hereof at the principal office of the Company, the option price of the
shares in respect of which the option is being exercised, and contemporaneously,
or as soon  thereafter as is practical,  the Company shall deliver to the person
entitled  to  exercise  the  option,  registered  in the  name of  such  person,
certificates  representing  the number of shares of stock or other securities in
respect of which the option is being exercised.




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                             EMPLOYMENT OF EMPLOYEE
                             ----------------------
      4. If the services of Employee are  terminated  for any reason on or prior
to February 22,  2000,  the Company has the right to redeem the shares that have
been  acquired  at the  exercise  price.  If such  right  of  redemption  is not
exercised  within  thirty (30) days from the  termination  date,  the  Company's
rights of redemption shall have no further force or effect.
                       RESTRICTIONS ON EXERCISE OF OPTION
                          AND SALE OF STOCK BY EMPLOYEE
                          -----------------------------
      5. Unless the option and shares  acquired  upon the exercise of the option
are registered  under the  Securities  Act of 1933, as amended (the  "Securities
Act"),  the Employee hereby  represents and warrants to the Company that any and
all shares of Class B Common  Stock  which  shall be  acquired  pursuant  to the
exercise of the option shall be acquired for the  Employee's own account and not
for the account or beneficial  interest of any other person or entity, that such
shares  of Class B  Common  Stock  shall  be  acquired  for the  Employee's  own
investment  and that the shares of Class B Common  Stock  shall not be  acquired
with a view to or for resale in connection  with the  distribution of all or any
part thereof. Furthermore, the Employee agrees that any shares of Class B Common
Stock so acquired will bear an appropriate  legend to signify their  restriction
under the applicable securities laws and that "stop-transfer"  instructions will
be given to the Company's transfer agent.
      The Employee  agrees to be subject to and bound by any other  restrictions
imposed by, or which the Company believes to be necessary or advisable to comply
with,  any  Federal  or State  securities  laws,  including  but not  limited to
restrictions  governing the time and  circumstances or disposition of the shares
being acquired by exercise of such option.




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                            NO RIGHTS AS SHAREHOLDER
                           OR TO CONTINUED EMPLOYMENT
                           --------------------------
      6. The Employee  shall not have any rights as a shareholder of the Company
with respect to any shares of Class B Common Stock prior to the date of issuance
to the Employee of the certificate or certificates for such shares and the grant
of the option  does not confer to the  Employee  any right to be employed by the
Company  and will not  interfere  in any way with the  right of the  Company  to
terminate the employment of the Employee.
                                NO SECURITIES ACT
                             REGISTRATION OBLIGATION
                             -----------------------
      7. The Company  shall have no  obligation  to the Employee to register the
Common Stock under the Securities Act.
                                  MISCELLANEOUS
                                  -------------
      8.1 This  Agreement  shall be binding upon and inure to the benefit of the
Company  and  its  successors   and  the  Employee  and  his  executors   and/or
administrators,  provided that the within option shall be nontransferable by the
Employee otherwise than by will or by the laws of descent and distribution,  and
during the lifetime of the Employee the option shall be exercisable only by him.
      8.2 In the event there are any changes in the Class B Common  Stock of the
Company through merger, consolidation, recapitalization, stock dividend or other
change  in the  corporate  or  capital  structure  of the  Company,  appropriate
adjustments,  as may seem  equitable  to the Board of  Directors of the Company,
shall be made in the  number of shares and the  exercise  price per share of the
options to prevent dilution of the rights granted hereunder.
      8.3 For the purposes of this  Agreement,  a transfer of the Employee  from
the Company to a subsidiary,  or vice versa,  or from one subsidiary to another,
shall not be deemed a termination of employment.
      8.4 This Agreement shall be deemed to be made under and shall be construed
in accordance with the laws of the State of Florida.




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      8.5 This  Agreement  shall  become  effective  as of the date  hereof and,
unless sooner terminated,  shall remain in effect for a period of five (5) years
from the date hereof.  This  Agreement  may be  terminated at any time by mutual
consent  of the  parties  hereto,  but no  modification  or  amendment  of  this
Agreement shall become effective until such modification or amendment shall have
been approved by the Board of Directors of the Company.
      8.6 The terms and conditions of the 1994 Stock Option Plan of Oriole Homes
Corp.,  as approved  by  Shareholders  on April 5, 1994 (the  "Plan") are hereby
incorporated  herein by  reference  and if there is any  conflict  between  this
Agreement and the Plan the provisions of the Plan shall govern.
      IN WITNESS WHEREOF,  the Company has caused this Stock Option Agreement to
be executed by its  President  or Vice  President  and the Employee has executed
this Agreement, the day and year first above written.

                                   ORIOLE HOMES CORP.



                                   By: /S/ MARK A. LEVY
                                   --------------------
                                   Mark A. Levy, President





                                   /S/ JOSEPH PIVINSKI
                                   -------------------
                                   Employee






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