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                                                                    EXHIBIT 10.2

                       FIRST AMENDMENT TO LEASE AGREEMENT
                       ----------------------------------

         This First  Amendment to Office Lease (the  "Amendment")  is made as of
the 30th day of April, 1997, by and between ARBORS  ASSOCIATES,  LTD., a Florida
limited   partnership  (the  "Landlord")  and  ORIOLE  HOMES  CORP.,  a  Florida
corporation (the "Tenant").

                                    RECITALS
                                    --------

         I. Landlord and Tenant entered into that certain Office Lease dated May
10,  1991 (the  "Lease")  with  respect to office  space at 1690 South  Congress
Avenue, Delray Beach, Florida.

         II.  Landlord  and Tenant are desirous of amending  and  modifying  the
Lease on the terms and conditions set forth in this Amendment.

         NOW, THEREFORE, in consideration of the foregoing, the mutual covenants
and  conditions  contained  in  this  Amendment  and  other  good  and  valuable
considerations,  the  receipt and  sufficiency  of which are  acknowledged,  the
parties to this  Amendment,  intending to be legally  bound,  agree to amend the
Lease as follows:

         I . Incorporation  of Recitals.  The parties warrant and represent that
the  foregoing  recitals are accurate and correct and  incorporate  them in this
Amendment.  Capitalized  terms used but not otherwise  defined in this Amendment
shall have the same meanings given to such terms in the Lease,  unless otherwise
specifically indicated or unless the context clearly indicates to the contrary.

         2. The Term is extended for an additional  sixty (60) calendar  months,
commencing January 1, 1998, and expiring December 31, 2002. "Extension Term", as
used in this  Amendment,  shall mean the sixty (60) month Lease Term  commencing
January 1, 1998.

         3. Deletion Space  Commencement  Date. The "Deletion Space Commencement
Date" is August 31, 1997.

         4.  Deletion  of  Space.   (a)  Effective   upon  the  Deletion   Space
Commencement  Date,  the  space  delineated  on  EXHIBIT  "A"  attached  to this
Amendment  and made a part of this  Amendment  (the  "Deletion  Space") shall be
deleted  from the  Premises.  The Rentable  Area of the Deletion  Space is 2,832
rentable square feet and the Rentable Area of the Premises after deletion of the
Deletion Space is 19,655  rentable square feet (the  "Remaining  Space").  These
square footage amounts  constitute a material part of the economic basis of this
Amendment and the Lease and the  consideration to Landlord in entering into this
Amendment and shall not be adjusted without the mutual agreement of Landlord and
Tenant. From and after the Deletion Space Commencement Date,


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whenever the term Premises is used in the Lease,  or this  Amendment,  such term
shall refer to the remaining 19,655 rentable square feet of space.

         (b) On or prior to the Deletion Space  Commencement  Date, Tenant shall
vacate the Deletion  Space and  surrender  possession  of the Deletion  Space to
Landlord in  accordance  with the  provisions  of the Lease,  as if the Deletion
Space Commencement Date was the original expiration date of the Lease Term as to
the Deletion Space, and Tenant shall execute any documents  reasonably  required
by Landlord in  connection  with the deletion.  Tenant shall  deliver  exclusive
possession of the Deletion Space to Landlord:  (i) broom clean and vacant of any
and all of the Tenant Property; (ii) with the construction of the demising walls
substantially  completed;  and (iii),  with all building  systems (such as HVAC,
electrical,  and plumbing) and  utilities  fully  installed so that they service
both the Deletion Space and the Remaining Space.

         (c) Tenant shall separate the Deletion Space from the Remaining  Space,
by, including,  but not limited to, installing demising walls and separating all
building systems and utilities servicing the Premises so that both the Remaining
Space and the Deletion Space are separately usable as independent premises.  All
other  provisions of the Lease shall be deemed to be  appropriately  modified to
reflect the deletion of the Deletion  Space from the  Premises.  Otherwise,  the
Remaining  Space  shall  continue to be leased  pursuant  to all the  applicable
terms, covenants, and conditions of the Lease.

         5. Tenant  Improvements.  (a) Tenant is currently in  possession of the
Premises,  is fully  familiar with the physical  condition of the Premises,  and
shall accept the Premises for the Extension Term in its existing "as is," "where
is," and "with all faults"  condition,  subject to  Landlord's  maintenance  and
repair obligations as set forth in the Lease.

         (b)  Tenant  shall,  at its sole  cost and  expense,  perform  all work
necessary  or desirable in  connection  with the deletion of the Deletion  Space
from the Premises and Tenants  continuing  occupancy of the Remaining Space (the
"Tenant  Improvements").  Within  twenty-one  (21)  days  after the date of this
Amendment,  Tenant shall furnish to Landlord, for Landlord's written approval, a
permit set (final  construction  drawings) of plans and  specifications  for the
Tenant Improvements (the "Plans"). The Plans shall include the following:  fully
dimensioned architectural plan;  electric/telephone  outlet diagram;  reflective
ceiling plan with light switches;  mechanical  plan;  furniture  plan;  electric
power circuitry diagram;  plumbing plans; all color and finish  selections;  all
special  equipment  and  fixture  specifications;   and  fire  sprinkler  design
drawings.

         (c)  The  Plans  will  be  prepared  by a  licensed  architect  and the
electrical  and  mechanical  plans will be prepared  by a licensed  professional
engineer.  The architect  and engineer  will be subject to Landlord's  approval,
which  shall not be  unreasonably  withheld.  The Plans  shall  comply  with all
applicable  laws,  ordinances,   directives,   rules,  regulations,   and  other
requirements imposed by any and all governmental authorities having or asserting
jurisdiction  over the  Premises.  Landlord  shall  review  the Plans and either
approve or  disapprove  them,  in Landlord's  sole  discretion,  within five (5)
business days of receipt. Should Landlord disapprove them, Tenant shall make any
necessary  modifications and resubmit the Plans to Landlord in final form within
ten (10) days following receipt


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of Landlord's  disapproval of them. The approval by Landlord of the Plans or the
supervision by Landlord of any work performed an behalf of Tenant shall not: (i)
imply Landlord's approval of the Plans as to quality of design or fitness of any
material or device  used;  (ii) imply that the Plans and  specifications  are in
compliance with any codes or other  requirements  of governmental  authority (it
being agreed that such  compliance is solely Tenants  responsibility);  or (iii)
impose  any  liability  on  Landlord  to Tenant or any third  party.  The Tenant
Improvements shall be constructed by a general  contractor  selected and paid by
Tenant.  Tenant  shall  cooperate  as  reasonably  necessary so that its general
contractor will cause the Tenant  Improvements to be completed promptly and with
due diligence. The Tenant Improvements shall be performed in accordance with the
Plans and shall be done in a good and  workmanlike  manner using new  materials.
All such work shall be done in compliance with all other  applicable  provisions
of the  Lease  and with all  applicable  laws,  ordinances,  directives,  rules,
regulations,  and other  requirements of any governmental  authorities having or
asserting jurisdiction over the Premises.  Prior to the commencement of any work
by  Tenant,  Tenant  shall  furnish  to  Landlord  certificates  evidencing  the
existence  of  builder's  risk,  comprehensive  general  liability,  and workers
compensation  insurance  complying  with  the  requirements  set  forth  in  the
Insurance  section of the Lease.  Any damage to any part of the  Building  which
occurs as a result of the Tenant  Improvements  shall be  promptly  repaired  by
Tenant.

         d) Tenant shall also insure compliance with the following  requirements
concerning construction:

                  i.  Tenant  and all  construction  personnel  shall  abide  by
Landlord's  reasonable job site rules and  regulations  and fully cooperate with
Landlord's   construction   representatives  in  coordinating  all  construction
activities in the Building,  including, but not limited to, reasonable rules and
regulations  concerning  working  hours,  parking,  and use of the  construction
elevator.

                  ii. All  transportation of construction  materials shall be on
the padded construction elevator only.

                  iii. Tenant shall be responsible for cleaning up any refuse or
other  materials left behind by  construction  personnel at the end of each work
day.

                  iv.  Tenant  shall  deliver to Landlord  all forms of approval
provided by the appropriate local  governmental  authorities to certify that the
Tenant  Improvements  have  been  completed  and  the  Premises  are  ready  for
occupancy,  including, but not limited to, a final, unconditional certificate of
occupancy.

                  v.  Upon  completion  of  the  Tenant  Improvements,  Tenant's
general contractor shall review the Premises with Landlord and Tenant.



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         6. Fixed  Annual  Rent.  The Fixed  Annual  Rent  (stated  monthly  and
excluding sales tax) during the Extension Term shall be:


              PERIOD     RATE PER SQUARE FOOT     MONTHLY RENT
              ------     --------------------     ------------
01/01/98 - 12/31/98           $ 9.50              $15,560.21
01/01/99 - 12/31/99           $ 9.98              $16,346.41
01/01/00 - 12/31/00           $10.48              $17,165.37
01/01/01 - 12/31/01           $11.00              $18,017.08
01/01/02 - 12/31/02           $11.55              $18,917.94

         7.  Tenant's  Proportionate  Share.   Throughout  die  Extension  Term,
Tenant's  Proportionate Share of Operating Costs shall be Twenty-Nine and Twelve
One Hundredths percent (29.120%).

         8. Operating Expenses.  Tenant's cap on "controllable"  Operating Costs
provided in Section 9.D. of the Lease is deleted from the Lease.

         9. Option to Renew.  Exhibit "G" shall be deleted in its  entirety  and
replaced with the following:

                  A.  Tenant  shall  have the  option to extend  the Term for an
additional period of sixty (60) months,  with respect to the Premises then being
demised  under the Lease upon the same terms and  conditions  as provided in the
Lease (unless  hereafter  changed or modified by a mutual agreement in writing),
except that, for the extended term:

                           (1) upon  exercise of this option to extend the Term,
the Lease,  as  extended,  shall not  contain  any  further  option to extend as
provided in this paragraph;

                           (2) the Fixed  Annual  Rent  shall be  determined  in
accordance  with  Subparagraphs  C and D, but in no  event  shall it be less the
Fixed  Annual  Rent  payable  with  respect  to the  twelve  (12)  month  period
immediately preceding the expiration of the original term of the Lease; and

                           (3) Landlord  shall have no obligation to perform any
alteration or preparatory or other work in and to the then demised  Premises and
Tenant shall take or continue possession thereof in its "as is" condition.

                  B. The  exercise  of the  option  set forth in this  paragraph
shall only be effective upon, and in strict compliance with, the following terms
and conditions:

                           (1) Written  notice of such election (the  "Extension
Notice")  shall be given by Tenant to  Landlord  not later  than nine (9) months
prior to the expiration date of the initial term


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of the Lease.  Time shall be of the essence in  connection  with the exercise of
any election by Tenant under this paragraph.

                           (2) At the time of  Tenant  giving  Landlord  written
notice of its election to extend the Term and upon the expiration of the initial
term,  the Lease  shall be in full force and  effect and Tenant  shall not be in
default under any of the terms,  covenants,  and  conditions of the Lease beyond
any applicable grace period.

                           (3) No portion of the Premises is sublet to anyone at
the expiration date of the initial Term of the Lease.

                           (4) The Lease has not been  assigned by Tenant at the
expiration date of the initial Term of the Lease.

       
                  C. The  Fixed  Annual  Rent,  exclusive  of any  sales and use
taxes,  shall be a sum equal to the fair and  reasonable  market rental value of
the Premises for such  extended  term,  taking into account the rentals at which
leases are being concluded for comparable  space in the Building  Project and in
comparable  buildings in the Delray Beach/Boca Raton,  Florida area at such time
and for such a term and taking  into  account  the terms and  conditions  of the
Lease (the "Fair Market Rental Value" or the "Value").

                           (1)  Within  thirty  (30) days  after  receipt of the
Extension  Notice,  Landlord shall advise Tenant of the applicable  Fixed Annual
Rent for the extended  term.  Tenant,  within thirty (30) days after the date on
which  Landlord  advises  Tenant of the  applicable  Fixed  Annual  Rent for the
extended  term,  shall either (i) give  Landlord  final binding  written  notice
("Binding  Notice")  of  Tenant's  exercise  of its  option,  or (ii) if  Tenant
disagrees with Landlord's determination of the Fair Market Rental Value, provide
Landlord with written notice of rejection (the  "Rejection  Notice").  If Tenant
fails to provide  Landlord  with  either a Binding  Notice or  Rejection  Notice
within such thirty (30) day period, Tenants election of the option to extend the
Lease shall, at Landlord's  option, be null and void and of no further force and
effect. If Tenant provides  Landlord with a Binding Notice,  Landlord and Tenant
shall enter into an Amendment to the Lease extending the Term in accordance with
the terms and conditions of this paragraph.

                           (2) If  Tenant  provides  Landlord  with a  Rejection
Notice,  Landlord and Tenant shall work together in good faith to agree upon the
Fair  Market  Rental  Value for the  Premises  during the  extended  term.  Upon
agreement,  Landlord  and  Tenant  shall  enter into an  Amendment  to the Lease
extending  the  Term  in  accordance  with  the  terms  and  conditions  of this
paragraph.




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                           (3) If Landlord and Tenant  cannot agree on the Value
within thirty (30) days after receipt of the Rejection Notice, Tenant shall have
the  option to  withdraw  its  election  to extend  the Term by giving  Landlord
written notice of such  withdrawal  within ten (10) days after the expiration of
such thirty  (30) day  period.  If Tenant  elects to  withdraw  its  election to
extend,  Tenants  right  to  extend  the  Term  shall be null and void and of no
further force and effect.

                           (4) If Landlord and Tenant  cannot agree on the Value
within thirty (30) days after receipt of the Rejection  Notice and, in addition,
Tenant does not elect to withdraw its election to extend the Term,  Landlord and
Tenant,  within  twenty  (20) days after the  expiration  of the thirty (30) day
period, shall each simultaneously submit to the other, in a sealed envelope, its
good faith estimate of the Value (collectively  referred to as the "Estimates").
If the higher of such Estimates is not more than one hundred five (105%) percent
of the lower of such  Estimates,  then the Fair Market Rental Value shall be the
average cf the two  Estimates.  If the higher of such Estimates is more than one
hundred five (105%) percent of the lower of such Estimates, Landlord and Tenant,
within seven (7) days after the exchange of Estimates,  shall each select an MAN
appraiser with  experience in commercial  real estate  activities,  including at
least ten (10) years experience in appraising  office space in the local area in
which the Building Project is located.  Upon selection,  Landlord's ind Tenant's
appraisers  shall  work  together  in good  faith to agree upon which of the two
Estimates most closely  reflects the Fair Market Rental Value. The estimate that
is selected by such  appraisers  shall be binding upon both Landlord and Tenant.
If either Landlord or Tenant fails to appoint an appraiser  within the seven (7)
day period referred to above,  the appraiser  appointed by the other party shall
be the  sole  appraiser  for  the  purposes  of  this  section.  If the  two (2)
appraisers  cannot  agree  upon  which  of the two (2)  Estimates  most  closely
reflects the Value within twenty (20) days after their appointment, then, within
ten (10) days  after the  expiration  of the  twenty  (20)  period,  the two (2)
appraisers  shall select a third  appraiser  meeting the criteria  stated above.
Once the  third  appraiser  has  been  selected,  then,  as soon  thereafter  as
practical but in any case within  fourteen (14) days, the third  appraiser shall
make his  determination  as to which of the Estimates most closely  reflects the
Fair Market Rental Value.  The  determination  by the third  appraiser  shall be
rendered  in  writing  to both the  Landlord  and  Tenant and shall be final and
binding upon them.  If the third  appraiser  believes  that expert  advice would
materially  assist him, he may retain one or more  qualified  persons to provide
such expert  advice.  The parties  shall share  equally in the cost of the third
appraiser and of any experts  retained by the third  appraiser.  Any fees of any
counsel or experts  engaged  directly  by  Landlord  or  Tenant,  including  the
appraisers selected by Landlord and Tenant, however, shall be borne by the party
retaining such counsel or expert.

                           (5) Upon a determination of the Value pursuant to the
preceding  procedure,  Landlord  and Tenant shall enter into an Amendment to the
Lease  extending the Lease Term in accordance  with the terms and  conditions of
this paragraph.

                           (6) If at the date of  commencement  of the  extended
term, the Fixed Annual Rent shall not have been determined,  then,  pending such
determination,  Tenant shall pay to Landlord Fixed Annual Rent at a sum equal to
(i) the Fixed  Annual Rent  payable for the  immediately  preceding  twelve (12)
month  period plus (ii)  thirty-three  (33%)  percent  thereof  (the  "Temporary
Rate").  After a determination  of Fixed Annual Rent is made (x) if such rate is
greater



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than the Temporary  Rate,  Tenant shall  promptly pay to Landlord the difference
between the rent theretofore paid at the Temporary Rate and the greater rate, as
determined or (y) if such rate is less than the Temporary  Rate,  Landlord shall
promptly pay to Tenant the difference  between the rent  theretofore paid at the
Temporary Rate and the lesser rate, as determined.

                  D. The Fixed  Annual Rent  payable for the second year and all
subsequent  years of the extension period shall be calculated by multiplying the
Fixed Annual Rent payable for the immediately  preceding year by one hundred and
five  (105%)  percent,  with each such  adjustment  in Fixed  Annual  Rent being
effective as of the anniversary date of the  Commencement  Date occurring in the
applicable year.

         10. First Opportunity - Expansion of Premises.  Section 54 of the Lease
is deleted.

         11. Ratification. Except as modified by this Amendment, the Lease shall
remain otherwise  unmodified and in full force and effect and the parties ratify
and confirm the terms of the Lease as modified by this  Amendment.  Landlord and
Tenant each certify that each has no offsets,  defenses,  or-claims with respect
to its  obligations  under the Lease.  All future  references to the Lease shall
mean the Lease as modified by this Amendment.

         12.  Tenant's  Representations.   Tenant  represents  and  warrants  as
follows:

                  (a) Tenant is duly organized,  validly  existing,  and in good
standing under the laws of the state of Florida.

                  (b) Tenant has full power to execute, deliver, and perform its
obligations under this Amendment.

                  (c) The  execution  and  delivery of this  Amendment,  and the
performance by Tenant of its obligations  under this  Amendment,  have been duly
authorized by all necessary action of Tenant,  and do not contravene or conflict
with any  provisions  of Tenant's  Articles of  Incorporation  or By-laws or any
other agreement binding on Tenant.

                  (d) The  individual  executing  this  Amendment  on  behalf of
Tenant has authority to do so.

                  (e) The scroll seal set forth  immediately below the signature
of the individual executing this Amendment on Tenants behalf has been adopted by
the  corporation  as its seal for the purpose of execution of this Amendment and
such seal has been affixed to this Amendment as the seal of the  corporation and
not as the personal or private seal of the officer  executing  this Amendment on
behalf of the corporation.

         12.  Landlord's  Representation.  The scroll seal set forth immediately
below the  signature  of the  individual  signing this  Amendment on  Landlord's
behalf  has been  adopted  by the  corporation  as its seal for the  purpose  of
execution of this Amendment and such seal has been affixed to this



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Amendment as the seal of the corporation and not as the personal or private seal
of the officer executing this Amendment on behalf of the corporation.

         13.  Binding on Landlord.  Submission of this  Amendment by Landlord is
not an offer to enter into this Amendment but rather a solicitation  for such an
offer by Tenant.  Landlord shall not be bound by this  Amendment  until Landlord
has executed it and delivered it to Tenant.

         14.  Broker.  Landlord and Tenant  represent and warrant that they have
neither  consulted nor negotiated with any broker or finder with respect to this
Amendment.  Landlord and Tenant agree to indemnify,  defend,  and save the other
harmless  from and against any claims for fees or  commissions  from anyone with
whom they have dealt in connection with this Amendment including attorneys' fees
incurred in connection with the defense of any such claim.

         15. Benefit and Binding  Effect.  This Amendment  shall be binding upon
and  inure  to the  benefit  of the  parties  to  this  Amendment,  their  legal
representatives, successors, and permitted assigns.

         16.  Amendment.  This  Amendment  may  not  be  changed,  modified,  or
discharged in whole or in part except by an agreement in writing  signed by both
parties to this Amendment.

         17. Construction of Language. This Amendment has been negotiated at "at
arm's length" by and between Landlord and Tenant, each having the opportunity to
be  represented  by legal  counsel of its choice and to  negotiate  the form and
substance  of  this  Amendment.  Therefore,  this  Amendment  shall  not be more
strictly construed against either party by reason of the fact that one Party may
have drafted any or all of the provisions of this Amendment.




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         IN WITNESS  WHEREOF,  Landlord and Tenant have duly executed this First
Amendment to Lease Agreement as of the date first above stated.

WITNESSES:                                  LANDLORD:

 /s/ Laura M. Vickers         ARBORS ASSOCIATES, LTD.,
                              a Florida limited partnership
 LAURA M. VICKERS
Print or type name            By:   BFC/ARBOR ASSOCIATES, LTD.,
                              Florida limited partnership, general partner

                              By:   BFC/ARBOR ASSOCIATES, INC.,
                              a Florida corporation, general partner

 /s/ Beverly Lamb             By: /s/ Drew P. Cunningham
                              Drew P. Cunningham,
 BEVERLY LAMB                 Vice President
Print or type name
                                   (CORPORATE SEAL)


                              TENANT:

 /s/ Jeannette Calderone      ORIOLE HOMES CORP.,
                              a Florida corporation
 JEANNETTE CALDERONE
Print or type name

 /s/ Lynne Jentis             By: /s/ Richard D. Levy
Print or type name
                              Its:        CEO

                              (CORPORATE SEAL)






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