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JS  4/21/95, 5/22/95




                                                                    Exhibit 10.7






This Instrument Prepared by:
James Sadock, Jr., Esq.
5550 Glades Road, Suite 100
Boca Raton, Florida   33431

   --------------------------------------------------------------------------

                       MORTGAGE, ASSIGNMENT AND FINANCING
                          STATEMENT SPREADER AGREEMENT
                                (Revolving Loan)

      THIS  MORTGAGE,  ASSIGNMENT  AND FINANCING  STATEMENT  SPREADER  AGREEMENT
("Spreader"),  made this ____ day of __________,  1995, by ORIOLE HOMES CORP., a
Florida corporation (the "Mortgagor"), having its principal place of business at
Suite 200, 1690 South Congress Avenue, Delray Beach, Florida 33445-6327, to OHIO
SAVINGS BANK,  F.S.B.,  a federal savings bank, f/k/a Ohio Savings Bank, an Ohio
corporation  (the  "Mortgagee"),  having its principal place of business at 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 "Loan") made by Mortgagee to
Mortgagor, Mortgagor has executed and delivered to Mortgagee a certain Revolving
Mortgage Note dated July 13, 1993, in the maximum  principal  amount of the Loan
as aforesaid (the "Note");

      WHEREAS,  the  Note  is  secured  by a  Mortgage  and  Security  Agreement
(Revolving  Loan) dated July 13, 1993,  from Mortgagor to Mortgagee and recorded
on July 16,  1993,  in  Official  Records  Book 7800,  Page 1590,  of the Public
Records of Palm Beach County,  Florida (the "Mortgage"),  an Assignment of Rents
and Leases and  Agreements  Affecting  Real  Estate  dated July 13,  1993,  from
Mortgagor to Mortgagee and recorded on July 16, 1993,  in Official  Records Book
7800, Page 1617, of said Public Records (the "Assignment") and a UCC-1 Financing
Statement from Mortgagor, as Debtor,

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to  Mortgagee,  as Secured  Party,  and  recorded  on July 16,  1993 in Official
Records  Book  7800,   Page  1631,  of  said  Public  Records  (the   "Financing
Statement"),  each of which  encumbers the land  described on Exhibit A attached
thereto (the "Land"); and


NOTE TO RECORDER:  DOCUMENTARY
      PLEASE CROSS REFERENCE TO:
      STAMPS AND INTANGIBLE TAX ON THE              OFFICIAL RECORDS BOOK 7800,
INDEBTEDNESS EVIDENCED HEREBY ARE
      PAGE 1590, OFFICIAL RECORDS
AFFIXED TO THE MORTGAGE RECORDED
      BOOK 7800, PAGE 1617, AND OFFICIAL
IN OFFICIAL RECORDS BOOK 7800,
      RECORDS BOOK 7800, PAGE 1631,
PAGE 1590, PUBLIC RECORDS OF
      PUBLIC RECORDS OF PALM BEACH
PALM BEACH COUNTY, FLORIDA.
              COUNTY, FLORIDA.


      WHEREAS,  Mortgagor  and  Mortgagee  have  agreed to modify the  Mortgage,
Assignment and Financing Statement to expand and spread the lien and encumbrance
thereof to additional land, pursuant to the terms and conditions of that certain
Revolving  Loan  Agreement  dated July 13, 1993 between  Mortgagor and Mortgagee
(the "Agreement"), in order to secure Advances made under the Note.

      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, Mortgagor and Mortgagee
hereby covenant and agree as follows:

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

      2. Spreading of Mortgage,  Assignment and Financing  Statement.  The lien,
charge,  encumbrance,  operation  and  effect of the  Mortgage,  Assignment  and
Financing  Statement  shall be and the same are hereby expanded and spread so as
to encumber and affect in addition to the Land presently encumbered and affected
thereby, the additional land owned by Mortgagor and more particularly  described
on Schedule A attached hereto (the "Additional  Land"). The incorporation of the
Additional Land into the Mortgage, Assignment and Financing Statement shall have
the same force and effect as if such  Additional Land was described in Exhibit A
to the

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Mortgage,  Assignment  and Financing  Statement at the time of the execution and
delivery thereof to Mortgagee.

      3. Definitions.  (a) All references in the Mortgage to "Land",  "Premises"
and  "Mortgaged  Property,"  and all  references in the Assignment and Financing
Statement  to  "Premises,"  shall be  construed  to refer to the entire real and
personal  property now encumbered  and affected by the Mortgage,  Assignment and
Financing  Statement,  together with the Additional Land described on Schedule A
attached hereto.

              (b)  Capitalized  terms not  defined  herein  shall  have the same
meaning as in the Mortgage, the Assignment or the Agreement, as the case may be.

      4. Representations and Warranties. Mortgagor represents and warrants that:
(a)(i) Mortgagor is lawfully seized with good and marketable title in fee simple
absolute  to the  Additional  Land free and clear of all liens and  encumbrances
whatsoever,  except taxes and  assessments  general and special not  delinquent,
zoning  ordinances and except for those matters set forth in Schedule B attached
hereto (hereinafter "Permitted Prior Encumbrances"), and has good and marketable
title to all personal property included in the Additional Land,  subject only to
the Permitted Prior Encumbrances; (ii) it has full right, power and authority to
bargain, sell, mortgage and convey the Additional Land as provided herein and in
the Mortgage;  and (iii)except as expressly  provided above, it will warrant and
defend  to the  Mortgagee  such  title to the  Additional  Land 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, and the security interest
granted by, the Mortgage upon the Additional  Land until the Mortgagor  shall be
entitled to defeasance as provided therein.

      (b)  Mortgagor  has full power,  authority and legal right to execute this
Spreader  and to  keep  and  observe  all of  the  terms  of  this  Spreader  on
Mortgagor's  part to be observed or  performed,  and that, as of the date hereof
(i) the warranties and  representations of Mortgagor  contained in the Agreement
are true, correct and complete in all material respects; (ii) all the covenants,
terms and conditions of the 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 the Agreement.

      (c)  Mortgagor  has not  availed,  is not availing and has no intention to
avail  itself  of the  right  and  opportunity  available  to it  under  Chapter
697.04(1) (b) Florida Statutes to file of record a notice limiting the

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maximum principal amount that may be secured under the future advance provisions
of the Mortgage.  Mortgagor makes this  representation and warranty knowing that
Mortgagee shall rely upon the same in  consideration of the terms and conditions
agreed to herein.

      5. Ratification of Loan Documents.  Mortgagor  acknowledges that the Note,
the  Mortgage,  as  amended  hereby,  the  Assignment,  as amended  hereby,  the
Financing  Statement,  as amended  hereby,  and any other document or instrument
related  thereto are valid and binding;  and there are no defenses,  set offs or
counterclaims thereto; nothing herein invalidates or shall impair or release any
covenant,  condition,  agreement  or  stipulation  in the  Loan  Documents;  and
Mortgagor  shall  perform  and comply  with and abide by each of the  covenants,
agreements, conditions and stipulations of the Loan Documents as amended hereby.

      6. Limited Modification.  Except to the limited extent expressly set forth
herein, all other terms and provisions contained in the Mortgage, Assignment and
Financing  Statement  remain in full force and effect,  and  nothing  herein and
nothing  done  pursuant  hereto shall affect or be construed to affect the lien,
charge and encumbrance  of, or warranty of title in the Mortgage,  Assignment or
Financing  Statement  nor  the  priority  thereof  over  other  liens,  charges,
encumbrances or conveyances, and the Mortgaged Property (as that term is defined
in the Mortgage),  the real and personal property  described in Exhibit B to the
Financing Statement,  and the Additional  Collateral (as that term is defined in
the  Assignment)  shall remain in all respects  subject to the lien,  charge and
encumbrance of the Mortgage, Assignment and Financing Statement.

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

              (a) Recording.  Mortgagor shall promptly cause this Spreader to be
filed,  registered  or  recorded  in such  manner  and in such  places as may be
required by any present or future law in order to publish notice of and fully to
protect the lien of the Mortgage  upon,  and the  interest of Mortgagee  in, the
Mortgaged  Property,  and the lien of the  Assignment  upon, and the interest of
Mortgagee  in,  the  Additional  Collateral.  Mortgagor  will  pay  all  filing,
administration and recording fees, and all expenses incident to the preparation,
execution and acknowledgement of this Spreader,  and all Federal,  state, county
and municipal taxes,  duties,  assessments and charges now or hereafter  arising
out of or in connection with the filing, registration,  recording, execution and
delivery of this Spreader,  including without limitation any and all documentary
stamps and/or intangible taxes.  Mortgagor agrees to hold harmless and indemnify
Mortgagee against any liability incurred by reason of the imposition of any such
tax, duty, assessment or charge. Mortgagor shall pay such sums

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immediately  upon receipt of notice of such amounts from the  authority to which
they  are due and  payable  or  from  Mortgagee  or its  assigns.  In the  event
Mortgagor  fails to pay said sums,  Mortgagee  or its assignee may at its option
pay such taxes  and/or  purchase  and affix such  documentary  stamps.  Any such
payment  by  Mortgagee  or its  assignee  shall  be  added  to the  indebtedness
evidenced by the Note and shall bear interest from the date advanced to the date
of recovery at a rate equal to the lesser of five  percent (5%) per annum higher
than the rate of interest then accruing in accordance with the provisions of the
first paragraph of the Note or the maximum rate permissible under Florida Law.

              (b)  Severability.  If any one or more of the  provisions  of this
Spreader 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
Spreader 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.

              (c) Survival of Covenants,  Representations  and  Warranties.  All
warranties,  representations  and covenants  made by Mortgagor  herein or in any
certificate  or other  instrument  delivered  by it or on its behalf  under this
Spreader  shall be  considered  to have been relied upon by Mortgagee  and shall
survive regardless of any investigation made by Mortgagee or on its behalf.

              (d)  Headings.  Paragraph  headings  have  been  inserted  in this
Spreader as a matter of convenience of reference only;  such paragraph  headings
are not part of this  Spreader  and shall not be used in the  interpretation  of
this Spreader.

              (e)  Governing  Law.  This  Spreader  shall  be  governed  by  and
construed in accordance with the laws of the State of Florida.

              (f) Further  Instruments.  Mortgagor  agrees from time to time, as
may be  reasonably  required by  Mortgagee,  to execute and deliver such further
instruments  and documents and do all matters and things which may be convenient
or  necessary  to more  effectively  and  completely  carry  out  the  intention
herewith.

              (g) Conflicts. In the event of any conflict between the provisions
hereof and of the Mortgage,  Assignment or Financing  Statement,  the provisions
hereof shall govern and control.


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      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
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.  THE  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.  THE  MORTGAGOR AND
MORTGAGOR  EACH  ACKNOWLEDGES   HAVING  READ  AND  UNDERSTOOD  THE  MEANING  AND
RAMIFICATIONS OF THIS WAIVER PROVISION.

      IN WITNESS WHEREOF,  the Mortgagor has caused this Spreader to be executed
as of the date first above written.


                                   MORTGAGOR:
Signed and Acknowledged
in the Presence of:
  ORIOLE HOMES CORP.,

                                   a Florida corporation

-----------------------------
Name Printed:________________


                                        ---------------------------------
                                        Richard D. Levy, Chairman of the
                                        Board and Chief Executive Officer

-----------------------------
Name Printed:________________








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STATE OF FLORIDA         )
                         ) SS:
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 to me that he did sign the
foregoing  instrument on behalf of said  corporation,  and that such signing was
his  free  act and  deed 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

      My Commission Expires: __________________________________________________






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                                   SCHEDULE A
                                   ----------





                        Legal  Description of the Additional Land to be added to
the Land previously mortgaged to the Mortgagee.





































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                                   SCHEDULE B
                                   ----------

                          Permitted Prior Encumbrances


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