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                                                                   Exhibit 10.10



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

                                MORTGAGE AND LOAN
                      MODIFICATION AND EXTENSION AGREEMENT
                                (Revolving Loan)

      THIS  MORTGAGE  AND  LOAN   MODIFICATION  AND  EXTENSION   AGREEMENT  (the
"Extension  Agreement"),  made as of this 1st day of July, 1997, 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, a federal  savings  bank,  f/k/a Ohio Savings
Bank, F.S.B. and f/k/a Ohio Savings Bank, an Ohio corporation (the "Mortgagee"),
having its  principal  place of business at 200 Ohio  Savings  Plaza,  1801 East
Ninth Street, Cleveland, Ohio 44114;



NOTE TO RECORDER: IN ACCORDANCE WITH
              PLEASE CROSS REFERENCE TO:
CHAPTER 199.143 FLORIDA STATUTES,
              OFFICIAL RECORDS BOOK 7800,
INTANGIBLE TAX IS PAID HEREIN ON
              PAGE 1590, PUBLIC RECORDS OF
$________________ OF INDEBTEDNESS.
              PALM BEACH COUNTY, FLORIDA.
DOCUMENTARY  STAMPS AND INTANGIBLE  TAX ON THE FUTURE ADVANCE NOTE  ($5,000,000)
ARE AFFIXED TO THE AGREEMENT  RECORDED IN OFFICIAL  RECORDS BOOK 9085, PAGE 547,
PUBLIC RECORDS OF PALM BEACH COUNTY, FLORIDA.  DOCUMENTARY STAMPS AND INTANGIBLE
TAX ON THE FUTURE  ADVANCE NOTE  ($2,000,000)  AND  INTANGIBLE TAX ON THE DEMAND
NOTES  ($3,000,000)  ARE AFFIXED TO THE AGREEMENT  RECORDED IN OFFICIAL  RECORDS
BOOK 8897,  PAGE 53, OF SAID PUBLIC  RECORDS.  DOCUMENTARY  STAMPS ON THE DEMAND
NOTES ($3,000,000) ARE AFFIXED THERETO. DOCUMENTARY STAMPS AND

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INTANGIBLE  TAX ON THE ORIGINAL  AMOUNT OF THE ORIGINAL NOTE  ($10,000,000)  ARE
AFFIXED TO THE MORTGAGE  RECORDED IN OFFICIAL  RECORDS  BOOK 7800,  PAGE 1590 OF
SAID PUBLIC RECORDS.

                               W I T N E 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 "Original Note");

      WHEREAS,  the Original Note is secured by, among other things,  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"),
which encumbers the land described on Exhibit A attached  thereto (the "Original
Land");

      WHEREAS,   by  Mortgage,   Assignment  and  Financing  Statement  Spreader
Agreement  dated May 31, 1995,  from Mortgagor to Mortgagee  recorded on June 6,
1995,  in Official  Records Book 8776,  Page 262, of the Public  Records of Palm
Beach County,  Florida, the lien, charge,  encumbrance,  operation and effect of
the  Mortgage  was  expanded  and spread so as to  encumber  and effect the land
described in Schedule A attached thereto (the "First Additional Land");

      WHEREAS, by Future Advance,  Mortgage,  Assignment and Financing Statement
Extension,  Modification  and Spreader  Agreement  dated  August 23, 1995,  from
Mortgagor to Mortgagee  recorded on August 30,  1995,  in Official  Records Book
8897, Page 53, of the Public Records of Palm Beach County, Florida (i) the lien,
charge,  encumbrance,  operation  and effect of the  Mortgage  was  expanded and
spread so as to encumber  and effect the land  described  in Schedule A attached
thereto (the "Second Additional  Land");  (ii) the maturity date of the Mortgage
was  extended to July 1, 1997;  and (iii) the Mortgage was modified to secure an
additional $5,000,000 of indebtedness evidenced by a $1,000,000 Demand Revolving
Promissory Note dated August 8, 1995, a $2,000,000  Demand Revolving  Promissory
Note dated August 15, 1995 and a $2,000,000  Revolving  Future Advance  Mortgage
Note dated August 23, 1995 (collectively, the "August Notes") [the Original Note
and the August Notes were consolidated by a $15,000,000  Consolidated  Revolving
Mortgage Note dated August 23, 1995 (the "First Consolidated Note")];


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      WHEREAS, by Future Advance,  Mortgage,  Assignment and Financing Statement
Extension,  Modification  and Spreader  Agreement  dated January 12, 1996,  from
Mortgagor to Mortgagee  recorded on January 17, 1996,  in Official  Records Book
9085,  Page 547,  of the Public  Records of Palm Beach  County,  Florida (i) the
lien, charge, encumbrance, operation and effect of the Mortgage was expanded and
spread so as to encumber  and effect the land  described  in Schedule A attached
thereto  (the "Third  Additional  Land");  and (ii) the Mortgage was modified to
secure an  additional  $5,000,000  of  indebtedness  evidenced  by a  $5,000,000
Revolving  Future  Advance  Mortgage  Note dated  January 12, 1996 (the  "Future
Advance  Note") [the Future  Advance Note and the First  Consolidated  Note were
consolidated by a $20,000,000 Consolidated Revolving Mortgage Note dated January
12, 1996 (the "Second Consolidated Note")];

      WHEREAS,  Mortgagor and Mortgagee  have agreed that  Mortgagee will reduce
the Loan,  as  heretofore  increased by the August Notes and the Future  Advance
Note and consolidated by the First Consolidated Note and the Second Consolidated
Note (the  "Consolidated  Loan"),  to the maximum amount of Ten Million  Dollars
($10,000,000.00)  (the "Reduced  Consolidated  Loan") such Reduced  Consolidated
Loan being evidenced by a $10,000,000 Renewal Amended and Restated  Consolidated
Revolving Mortgage Note of even date herewith (the "Third  Consolidated  Note"),
executed and  delivered to Mortgagee by Mortgagor  and secured by the  Mortgage;
and  Mortgagor  and  Mortgagee  have agreed to extend the  maturity  date of the
Mortgage,  pursuant to the terms and  conditions of that certain  Revolving Loan
Agreement  dated July 13, 1993  between  Mortgagor  and  Mortgagee as amended by
First  Amendment to Revolving  Loan  Agreement  dated August 23, 1995 and Second
Amendment to Revolving Loan Agreement of even date herewith  (collectively,  the
"Agreement").

      NOW THEREFORE,  in  consideration  of the Reduced  Consolidated  Loan, the
premises,  and 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. Existing Indebtedness. The indebtedness evidenced by the Original Note,
the August  Notes and the Future  Advance  Note,  as  consolidated  by the First
Consolidated Note and the Second  Consolidated  Note, was incurred in good faith
for value  received  and as of the date hereof the unpaid  balance of the Second
Consolidated   Note  is   $100,000.00,   and  the  Mortgagor  has  no  defenses,
counterclaims or offsets thereto.

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      3. Reduction of Consolidated Loan.  Mortgagor and Mortgagee have agreed to
reduce the Consolidated  Loan and in furtherance  thereof Mortgagor has executed
and  delivered  to  Mortgagor  the Third  Consolidated  Note which  replaces and
supersedes  the  Second  Consolidated  Note.  From  and  after  the date of this
Extension Agreement the maximum amount of the revolving line of credit evidenced
by the Third  Consolidated Note and secured by the Mortgage,  as hereby modified
and extended, shall never exceed Ten Million Dollars ($10,000,000.00) (U.S.).

      4. Extension and Modification.  Clause A on the first page of the Mortgage
is hereby superseded, restated and replaced by the following:

      A. In  consideration  for a revolving line of credit in the maximum amount
of Ten Million Dollars ($10,000,000.00) (U.S.) (the "Loan") made by Mortgagee to
Borrower,  Borrower has executed  and  delivered to Mortgagee a certain  Renewal
Amended and Extended  Consolidated  Revolving  Mortgage Note dated as of July 1,
1997, in the maximum principal amount of the Loan as aforesaid,  payable in full
as to principal and accrued interest on June 30, 1999 (the "Note");

      5.  Definitions.  (a) All  references  in the Mortgage and in that certain
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 the  Public  Records of Palm Beach  County,
Florida to the "Note" shall be construed to
refer to the Third Consolidated Note.

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

      6. Representations and Warranties. Mortgagor represents and warrants that:
(a)  Mortgagor  has full  power,  authority  and  legal  right to  execute  this
Modification  Agreement  and to  keep  and  observe  all of the  terms  of  this
Modification  Agreement 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.

      (b) The aggregate  principal  obligation  of the Mortgagor  secured by the
Mortgage is Ten Million and no/100 Dollars ($10,000,000.00) (U.S.) which sum (or
such lesser amount as shall have been actually borrowed by

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Mortgagor from  Mortgagee)  shall be repaid in accordance  with the terms of the
Third Consolidated Note.

      (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 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.

      7. Ratification of Loan Documents.  Mortgagor  acknowledges that the Third
Consolidated  Note, the Mortgage,  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.

      8. Limited Modification.  Except to the limited extent expressly set forth
herein, all other terms and provisions  contained in the Mortgage 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,  nor the priority  thereof over other liens,
charges,  encumbrances or conveyances,  and the Mortgaged Property (as that term
is defined in the  Mortgage)  shall remain in all respects  subject to the lien,
charge and encumbrance of the Mortgage.  This Modification Agreement constitutes
a modification or amendment, and not a novation.

      9.  Miscellaneous.
          --------------

              (a) Recording.  Mortgagor  shall promptly cause this  Modification
Agreement 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.   Mortgagor   will  pay  all  filing,
administration and recording fees, and all expenses incident to the preparation,
execution and  acknowledgment of this Modification  Agreement,  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  Modification  Agreement,  including
without  limitation  any and all  documentary  stamps and/or  intangible  taxes.
Mortgagor agrees to hold

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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  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 Second  Consolidated 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 Second  Consolidated  Note or the
maximum rate permissible under Florida Law.

              (b)  Severability.  If any one or more of the  provisions  of this
Modification  Agreement 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 Modification  Agreement 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
Modification Agreement 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
Modification  Agreement  as a matter of  convenience  of  reference  only;  such
paragraph headings are not part of this Modification  Agreement and shall not be
used in the interpretation of this Modification Agreement.

              (e) Governing Law. This  Modification  Agreement 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.

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

      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 Modification  Agreement
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:________________


                                   By:_________________________________
                                   Richard D. Levy, Chairman of the

                                   Board and Chief Executive Officer

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

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STATE OF FLORIDA                      )
                                      )SS:
COUNTY OF PALM BEACH                  )

      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  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.






--------------------------------------------------------------------------------
              Print Name:                                         (SEAL)
--------------------------------------------------------------------------------
                                       Notary Public, State of Florida at Large

      My Commission Expires: _________________________


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