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                                                                   EXHIBIT 10.38

                              MASTER LOAN AGREEMENT

                                                      Date: As of August 8, 2000

         This Master Loan Agreement (this "LOAN AGREEMENT") is made by and
between OH INVESTMENTS, INC., a Florida corporation (hereinafter called
"BORROWER," whether one or more), whose address is 1690 5. Congress Avenue,
Suite 200, Delray Beach, Florida 33445, and GUARANTY FEDERAL BANK, F.S.B., a
federal savings bank organized and existing under the laws of the United States
(hereinafter called "LENDER"), whose address is 8333 Douglas Avenue, Dallas,
Texas 75225, in connection with a revolving loan (hereinafter called the
"LOAN"), from Lender to Borrower, for the acquisition and/or refinancing of
residential lots (the "LOTS"). and the construction of single-family residences
thereon (the "RESIDENCES"), and the acquisition and development of certain land
located in Delray Beach, Palm Beach County, Florida consisting of four hundred
twenty-nine (429) Lots in the master-planned community known as "Vizcaya" (the
"ACQUISITION LAND"), together with the acquisition of fully-completed Lots
comprising a portion of the Acquisition Land upon which Residences may be
constructed thereon (the "INVENTORY LOTS") (the Lots, the Residences, the
Acquisition Land and the Inventory Lots are hereinafter sometimes collectively
called hereinafter the "PROPERTIES" and individually a "Property"), all in
accordance with the terms, conditions and limitations set forth herein and the
Approved Budget attached hereto as EXHIBIT B. The Properties shall be in
residential subdivisions approved by Lender, as set forth in EXHIBIT A attached
hereto, and incorporated herein by reference, and in additional residential
subdivisions, as may hereafter be approved by Lender from time to time. The
number of Residences to be constructed shall be limited and the price range of
the Residences shall be as stipulated on EXHIBIT A attached hereto. The amount
of Acquisition Land and the number of Inventory Lots shall be limited as
stipulated on EXHIBIT A attached hereto. The Loan shall be in the amount of
$26,787,200.00 (the "LOAN AMOUNT"). This Loan Agreement is a master agreement
and shall govern all of the advances made under that certain Revolving
Promissory Note of even date herewith (the "NOTE"), secured by one or more
mortgages, from time to time executed by Borrower, for the benefit of Lender,
covering certain Lots and Residences constructed or to be constructed thereon
and also covering the Acquisition Land and the Inventory Lots.

         In connection with the Loan, Borrower and Lender hereby agree as
follows:

         1. NOTE, AUTHORITY, ETC. Simultaneously with the execution and delivery
of this Loan Agreement, Borrower shall execute and deliver to, procure for, and
deposit with and pay to Lender, the following, all in form and substance
satisfactory to Lender:

                  (a) The Note evidencing the Loan.

                  (b) Such documents and instruments as Lender may reasonably
         require to evidence the status, organization or authority of Borrower
         and any guarantor of the Loan.

                  (c) A Guaranty Agreement (collectively, the "GUARANTY")


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         executed by each of the guarantor(s) set forth on EXHIBIT A attached
         hereto and incorporated herein by reference ("GUARANTOR," whether one
         or more).

                  (d) An Approved Budget, in the form attached hereto as EXHIBIT
         B and incorporated herein by reference.

                  (e) Financial statements of Borrower and any Guarantor of the
         Loan (the "FINANCIAL STATEMENTS").

         2. REQUIREMENTS FOR FIRST ADVANCE. Prior to the first advance secured
by a Mortgage (as hereinafter defined), Borrower shall execute and deliver to,
procure for and deposit with and pay to Lender the following, all in form and
substance satisfactory to Lender, such requirements also being applicable prior
to the first advance secured by each additional Mortgage:

                   (a) Such documents as Lender may reasonably require to
         evidence, govern or secure the payment of the Loan, including a
         mortgage (each individual mortgage is hereinafter called a "MORTGAGE",
         and all mortgages securing the Loan are hereinafter called the
         "MORTGAGES"), securing the payment of the Note and Loan and evidencing
         a first lien or charge on that portion of the Properties covered by the
         Mortgage.

                  (b) A commitment to issue the ALTA Policy (hereafter
         described) effective through the date of closing, and following the
         recordation of the Mortgage, an ALTA loan policy of title insurance
         (with Florida modifications and such applicable endorsements as Lender
         shall reasonably require) (the "ALTA POLICY"), issued by a company or
         companies reasonably acceptable to Lender, agreeing to insure Lender in
         the aggregate amount of the Loan Allocation (hereafter defined) for
         each Property covered by such Mortgage (the "AGGREGATE LOAN
         ALLOCATION"), that such Mortgage and any other liens securing payment
         of the Note and Loan have the priority required by Lender. If
         reasonably required by Lender, the ALTA Policy shall be extended and
         endorsed to cover each and every advance at the time such advance is
         made. Provided, however, the maximum title insurance for title
         insurance underwriters must be not less than the amount of the Note,
         and if required by Lender, from time to time, Borrower shall cause to
         be issued to Lender an additional ALTA Policy or ALTA Policies, in such
         amounts and from such title insurance underwriters as are reasonably
         acceptable to Lender. Additionally, if required by Lender at any time,
         a construction escrow agreement shall be entered into by and among
         Borrower, Lender and the title company issuing the ALTA Policy (a
         "CONSTRUCTION ESCROW AGREEMENT") which, in addition to the terms of
         this Loan Agreement, shall also govern the process of advances made
         hereunder, but in no event shall the Construction Escrow Agreement
         replace or deem invalid or inapplicable the terms of this Loan
         Agreement, and the terms and conditions of such agreement shall only be
         in addition to the terms, requirements and conditions of this Loan
         Agreement governing advances.

                  (c) Policies of all-risk builder's risk insurance on each
         Property covered by such Mortgage, owner's liability insurance,
         worker's compensation insurance, and such other insurance as Lender may


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         reasonably require, with standard mortgagee clauses attached naming
         Guaranty Federal Bank, F.S.B., 8333 Douglas Avenue, Dallas, Texas
         75225, Attention: Commercial Loan Insurance Administrator, as the
         insured mortgagee thereunder, such policies to be issued by companies
         reasonably satisfactory to Lender, with copies, or certificates
         thereof, being delivered to Lender.

                  (d) A representative set of plans with respect to each type or
         model of Residence to be constructed by Borrower on every Lot covered
         by such Mortgage.

                  (e) Recorded Subdivision Plat pertaining to all Lots covered
         by such Mortgage, approved by all applicable governmental authorities
         having jurisdiction. Borrower and Lender acknowledge and agree,
         however, that a portion of the Property covered by the Mortgage is in
         the process of being replatted and a Subdivision Plat (labeled
         "Vizcaya, Plat No. 4) for such portion of the Property has been
         prepared and submitted to the applicable governmental authority for
         approval. Borrower shall not commence any development or construction
         activities on such portion of the Property, and Lender shall not be
         required to make any advances for the development or construction of
         improvements, Lots or Residences on such portion of the Property, until
         the Subdivision Plat applicable to such portion has been approved by
         Lender and the applicable governmental authority (and Borrower shall
         provide Lender with evidence reasonably satisfactory to Lender of such
         approval), and following such approval the approved Subdivision Plat
         shall be recorded in the public records of Palm Beach County, Florida
         (but such recordation shall not be a condition to Borrower's
         commencement of development on such portion of the Property, provided
         that such recordation occurs promptly after approval of the Subdivision
         Plat is obtained by the applicable governmental authority).

                  (f) Appraisal of the Lot(s) and the Residence(s) to be
         constructed thereon (if applicable) covered by such Mortgage, which
         shall be ordered directly by Lender, at Borrower's expense, prepared by
         an appraiser satisfactory to Lender.

                  (g) Such sums for insurance, taxes, expenses, charges and fees
         customarily required by Lender.

                  (h) Loan Commitment Fee in the amount set forth on EXHIBIT A
         attached hereto.

                  (i) Evidence that each Lot covered by such Mortgage is not
         located within any designated flood plain or special flood hazard area,
         or, in the alternative, flood insurance in such form and amount
         acceptable to Lender.

                  (j) True, correct and complete copies of all executed
         Contracts of Sale (the "CONTRACTS"), for the sale of a Property,
         covered by such Mortgage.



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                  (k) Inspection fee as set forth on EXHIBIT A attached hereto.

                  (1) If and as requested by Lender, (i) evidence that all
         applicable zoning ordinances and restrictive covenants affecting the
         Property covered by such Mortgage permit the use for which the
         Residences to be constructed thereon are intended and have been or will
         be complied with, (ii) evidence of the availability of all utilities to
         and for the Property covered by such Mortgage, (iii) evidence that all
         streets providing access to the Property covered by such Mortgage have
         been dedicated to public use and installed and accepted by the
         applicable governmental authorities, (iv) an environmental site
         assessment report with respect to the Property covered by such Mortgage
         which is prepared by a qualified firm reasonably acceptable to Lender
         and which certifies as follows: (A) there is no evidence that any
         hazardous materials have been generated, treated, stored, or disposed
         of on any of the Property covered by such Mortgage and none exists, on,
         under or at such Property; (B) there is no publicly available
         information or records, or evidence at the Property covered by such
         Mortgage or visible in the surrounding community, of environmental
         matters that could restrict the development or use of such Property or
         of any high voltage transmission lines, wetlands, or hazardous
         material, and (v) such other information and evidence as Lender shall
         reasonably require relating to Borrower or such Property.

                  (m) A detailed cost breakdown for the construction of each
         Residence covered by such Mortgage.

         This Loan Agreement, the Note, the Mortgage, the Guaranty and any other
documents evidencing or securing the Loan are collectively called hereinafter
the "LOAN INSTRUMENTS."

         3. REQUIREMENTS FOR SUBSEQUENT ADVANCES. Prior to any subsequent
advances secured by a Mortgage, Borrower shall satisfy the following
requirements and, if required by Lender, deliver to Lender evidence of such
satisfaction, such requirements also being applicable prior to any subsequent
advances secured by each additional Mortgage:

                  (a) All conditions precedent to the first advance shall have
         been satisfied.

                  (b) Such certificates, approvals and evidence of completion,
         in whole or in part, of the applicable construction item described on
         the Approved Budget, bills and invoices as Lender may request prior to
         making any disbursement hereunder.

                  (c) Building permit(s) and all other permits required with
         respect to the Residences covered by such Mortgage.

                  (d) Lender may require as a condition to each advance, a
         bills-paid affidavit from each original contractor and subcontractor,
         to be submitted with each draw request.

                  (e) A copy of the recorded notice of commencement for the
         Property covered by such Mortgage, together with evidence that such
         notice was recorded subsequent to the recording of such Mortgage.



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                  (f) The Borrower will comply in all respects with the Florida
         Construction Lien Law as the same may from time to time exist, and the
         Lender shall not be obligated to disburse any funds to the Borrower or
         any other person or entity if, in the opinion of the Lender and its
         counsel, such disbursement would result in a violation of such law. The
         Borrower will cause all materials, supplies and goods to be
         incorporated as part of the improvements to the Property to be
         delivered to the Property free and clear of all liens and encumbrances
         so that no other party shall have an interest therein. The Borrower
         shall immediately notify the Lender of any and all notices to owner or
         claims of lien, if any, and any similar documents, served upon or
         received by the Borrower or its designated agent concerning the
         improvements to the Property. If any mechanic's lien shall be filed
         against any Property or the improvements thereon or any interest
         therein by reason of work, labor, services or materials supplied or
         claimed to have been supplied, or any other liens or encumbrances,
         other than the Mortgage, shall be recorded, filed or suffered to exist,
         and if any such mechanic's lien or other lien or encumbrance is not
         discharged or bonded off within twenty (20) days of the filing or
         recording thereof, then the Lender may, at its option: (i) pay and
         discharge such lien or encumbrance; (ii) reserve funds from the loan
         contemplated herein or otherwise for payment of such lien or
         encumbrance; or (iii) obtain a surety bond for payment of such lien or
         encumbrance. In such case, the sum which the Lender shall have so paid,
         or any other costs incurred by the Lender in connection therewith,
         shall be deemed an advance under the Note and shall be payable in
         accordance with the terms thereof (whether or not such sum or losses
         results in an outstanding balance greater than the original principal
         amount of the Note). While any such lien or encumbrance remains of
         record and unbonded, the Lender may withhold making any further
         advances hereunder. In addition, upon written notice from the Lender to
         the Borrower, the existence of any such lien or encumbrance beyond the
         twenty (20) day period noted above shall constitute an Event of Default
         hereunder.

         4. PROCEDURE FOR ADVANCES. Advances under the Loan shall be in
accordance with the following:

                  (a) Upon Borrower's compliance with the provisions of this
         Loan Agreement, provided that Borrower is not in default hereunder
         (beyond any applicable grace or cure period), and subject to all other
         provisions of this Loan Agreement, Lender will advance and disburse the
         Loan and Borrower's Deposit (hereinafter defined) in installments to
         Borrower for the payment of the acquisition or refinancing costs for
         any Lots and/or, after actual commencement of construction hereunder,
         for the payment of costs of labor, materials or services for the
         development of the Property and the construction of the Residences for
         work actually done during the preceding period less retainage (if
         required by Lender) in accordance with the Approved Budget and this
         Loan Agreement. As to all advances, a residential draw request therefor
         shall be executed and certified to by Borrower, containing the
         information as set forth on EXHIBIT C attached hereto, and such other
         information as may be reasonably requested by Lender from time to time,
         and shall be accompanied by such information as Lender may reasonably
         request including, down-date waivers from those contractors and
         subcontractors to whose contract the advance is allocable. Borrower
         shall be entitled only to payment in the amount approved by Lender in
         accordance with this Loan Agreement. Borrower agrees that Lender may
         make advances under the Loan before receiving Borrower's executed
         residential draw request and Borrower acknowledges that any such
         advance shall be deemed to be the amount requested by Borrower in such
         residential draw request even though the amount reflected in such



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         executed residential draw request may differ from the amount of the
         advance made by Lender. Advances under the Loan for any particular line
         item shall not exceed the amount of the Loan allocated to that
         particular line item as provided in the Approved Budget (except to the
         extent provided in the following sentence), and advances under the Loan
         for the stage of construction of any Residence shall not exceed the
         percentages set forth on PAGE 2 of EXHIBIT B as part of the Approved
         Budget. Borrower shall not amend the Approved Budget, or otherwise
         reallocate loan funds from one budget line item to another, without the
         prior written approval of Lender; provided, however, that Borrower may
         reallocate loan funds for "hard costs" from one "hard cost" budget line
         item to another not to exceed $50,000 per line item or $100,000 in the
         aggregate. If requested by Lender, Borrower shall maintain a special
         account at a bank selected by Borrower, satisfactory to Lender, into
         which all advances and other payments in connection with the
         construction of the Residences shall be deposited by Borrower, and
         against which checks shall be drawn only for costs incident to the Loan
         and the Property. Borrower hereby agrees that Lender shall have a
         security interest in any such special account. Any and all advances of
         the Loan shall be held by Borrower in trust and applied by Borrower
         solely for the purposes for which the funds have been advanced. Lender
         shall not be obligated to monitor nor determine Borrower's use or
         application of any advance.

                  (b) Any provision herein to the contrary notwithstanding, the
         amount of the Loan allocated to be advanced for a Property (the "LOAN
         ALLOCATION" or if applicable to more than one Property, the "LOAN
         ALLOCATIONS") shall not exceed the following:

                  (i)      With respect to the acquisition and development of
                           the Acquisition Land, Lots and Inventory Lots, the
                           amount of the Loan Allocation to be advanced for such
                           purposes shall not exceed the LESSER of (A)
                           seventy-one and four-tenths of one percent (71.4%) of
                           the actual direct costs of such acquisition and
                           development (which shall be inclusive of interest
                           reserve) for such Property, as determined by Lender
                           (the "LOAN TO COST RATIO"), or (B) seventy-five
                           percent (75%) of the value established by Lender or
                           by an appraisal prepared by an appraiser satisfactory
                           to Lender and otherwise in form and substance
                           satisfactory to Lender which is applicable to such
                           Property (the "LOAN TO VALUE RATIO").

                  (ii)     With respect to the construction of Residences, the
                           amount of the Loan Allocation to be advanced for the
                           construction of each Residence shall not exceed the
                           LESSER of the following:



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                                   (A)      the difference of (1) one hundred
                                            percent (100%) of the actual direct
                                            costs of construction of such
                                            Residence, as determined by Lender
                                            (the "LOAN TO COST RATIO"), less (2)
                                            $36,800 (which is the amount of the
                                            Loan on a per Lot basis allocated to
                                            the acquisition and development of
                                            the Acquisition Land and Lots as
                                            shown on the Approved Budget, based
                                            upon a total acquisition and
                                            development budget of $15,787,200
                                            and a total number of 429 Lots); or

                                   (B)      the difference of(1) eighty percent
                                            (80%) of the lesser of(X) the value
                                            established by Lender or by an
                                            appraisal prepared by an appraiser
                                            satisfactory to Lender and otherwise
                                            in form and substance satisfactory
                                            to Lender which is applicable to
                                            such Residence or (Y) the sales
                                            price of the Residence (the "LOAN TO
                                            VALUE RATIO"), less (2) $36,800.00.

                  (c) Notwithstanding any other requirements contained herein,
         if required by Lender, the final advance under a Loan Allocation will
         not be made until Lender has received the following evidence and
         documents or such of the following evidence and documents as is
         requested by Lender: (1) evidence that all requirements of governmental
         authorities having jurisdiction have been satisfied, (2) evidence that
         no mechanics' or materialmen's liens or other encumbrances have been
         filed and remain in effect against such Lot and/or Residence thereon,
         (3) evidence that such Residence has been completed, and (4) final lien
         releases or waivers by all parties who have supplied labor, materials,
         or services for the construction of such Residence, or who otherwise
         might be entitled to claim a contractual, statutory, or constitutional
         lien against such Residence.

                  (d) Anything herein or in any of the other Loan Instruments to
         the contrary notwithstanding, at no time shall Lender be obligated to
         make any advance hereunder if the outstanding balance of the Loan
         equals or exceeds the Loan Amount, or the loans-to-one-borrower
         limitation imposed upon Lender by any applicable laws, rules, and
         regulations of entities having jurisdiction over Lender in connection
         with indebtedness owing by Borrower and its affiliates to Lender (the
         "LOANS-TO-ONE-BORROWER LIMITATION").

                  (e) The Borrower acknowledges that it has participated with
         the Lender in establishing the structure of this transaction and that
         it has independently determined the amount of documentary stamp taxes,
         intangible personal property taxes and other taxes due in connection
         herewith. The Borrower has not relied upon representations of the
         Lender or its counsel in calculating the amount of such taxes, and the
         Borrower shall be liable for any additional taxes (including interest
         and penalties) which may be due in connection with this transaction or
         any renewals hereof.

                  To the extent permitted under Florida law, Borrower hereby
         agrees to indemnify and hold Lender harmless for any loss, damages,
         penalties and all costs and expenses (including attorneys and


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         paralegals' fees) incurred or suffered by Lender due to the failure of
         Borrower to pay any Florida documentary stamp tax, intangible personal
         property tax or any other tax or charge whatsoever imposed by the State
         of Florida on the Loan or the Loan Instruments.

                  (f) Notwithstanding anything to the contrary set forth in this
         Loan Agreement, the Lender shall not be obligated to disburse any sums
         until it has received a waiver or release of liens from all
         contractors, subcontractors, materialmen or others who may be entitled
         to a lien for work performed or materials furnished through the date of
         the applicable draw request (conditioned only upon payment of the
         amounts to be paid to such parties from the applicable requested loan
         advance). At the option of the Lender, final payment shall not be made
         until all contractors, subcontractors, materialmen and suppliers have
         furnished the affidavit required by Section 713.06 (3)(d), Florida
         Statutes, and full releases of liens have been obtained from all
         lienors giving notice as defined in Section 713.01(19), Florida
         Statutes, and from all lienors recording claims of lien. If any
         contractor defaults or construction is abandoned for any reason, the
         Borrower shall promptly take all steps required by law or by the Lender
         to eliminate mechanic's, supplier's or construction liens on the
         Property and the improvements thereon. If any claims of lien are filed
         and not disposed of by the Borrower within twenty (20) days of filing,
         the Borrower, if requested by the Lender, will appoint the Lender its
         attorney-in-fact for the sole purpose of recording a Notice of Contest
         of Lien under Section 713.22, Florida Statutes. The Lender, without
         incurring any liability to the Borrower or any contractor, may deposit
         funds with the appropriate Clerk of the Circuit Court under Section
         713.24, Florida Statutes, to transfer liens to such deposit and any
         such deposit shall be charged against the Borrower's account in the
         same manner as any disbursement to it or for its account under the
         Note. Nothing in this paragraph and no exercise by the Lender of any
         rights or options provided in this paragraph, shall limit the rights,
         options or remedies available to the Lender under any other provision
         of this Loan Agreement.

         5. BORROWER'S DEPOSIT. If Lender determines at any time that the
unadvanced portion of the Loan will be insufficient for payment in full of (a)
costs of labor, materials, and services required for the construction of the
Residences, (b) other costs and expenses specified in the Approved Budget, (c)
interest from time to time owing or to become owing on the Loan, (d) other costs
and expenses required to be paid in connection with the construction of the
Residences in accordance with any governmental requirements, and (e) other costs
and expenses arising in connection with the ownership, operation, development
and/or construction of the Properties, then Borrower shall, within ten (10) days
of Lender's request, deposit with Lender such sums (collectively, the
"BORROWER'S DEPOSIT") as Lender may deem necessary, in addition to the Loan, for
the completion of the Residences, the payment of all costs in connection with
the construction of the Residences, and the performance of any obligation of
Borrower to Lender. Borrower hereby agrees that Lender (a) shall have a security
interest in any Borrower's Deposit, and (b) may apply any proceeds of any
Borrower's Deposit for the purposes contemplated herein without any further
consent or action on Borrower's part. Lender shall not be required to pay



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interest on the Borrower's Deposit. Lender may advance all or a portion of the
Borrower's Deposit prior to any advance of any portion of the Loan proceeds.
Borrower shall promptly notify Lender in writing if and when the cost of the
construction of the Residences exceeds, or appears likely to exceed, the amount
of the unadvanced portion of the Loan and the unadvanced portion of the
Borrower's Deposit.

         6. WARRANTIES, REPRESENTATIONS, COVENANTS, AND AGREEMENTS. Borrower
warrants, represents, covenants and agrees as follows:

                  (a) Prior to the closing of the Loan and the recordation of
         the Mortgage, Borrower shall provide Lender with any and all evidence
         satisfactory to Lender (including, without limitation, lien waivers,
         release of liens, and subordination agreements from any and all
         contractors, subcontractors, architects, engineers, and materialmen who
         have performed or who may perform any work on the Property, or who have
         supplied or may supply materials for the development of the Property)
         that there are no liens or potential lien claims for any work of any
         kind pertaining to the development of the Property or the construction
         of any of the Residences, and the ALTA Policy shall insure the priority
         of the lien of the Mortgage against any and all existing and potential
         mechanics' and materialmens' liens or claims of lien, and Borrower
         HEREBY DOES AND SHALL INDEMNIFY AND HOLD LENDER HARMLESS FROM AND
         AGAINST ANY AND ALL SUCH LIENS OR CLAIMS OF LIEN WHICH IN ANY WAY
         RELATE TO WORK PERFORMED OR MATERIALS SUPPLIED TO THE PROPERTY PRIOR TO
         OR AFTER THE DATE OF THIS LOAN AGREEMENT, and Borrower shall at all
         times comply with PARAGRAPHS 3(F) AND 4(F) above; and Borrower shall
         comply with all requirements of Chapter 713, Florida Statutes, to
         achieve such purpose, including, without limitation, filing a Notice of
         Termination for all notices of commencement having been filed of record
         and, following the recordation of the Mortgage, recording a Notice of
         Recommencement with respect to the Property covered by the Mortgage.

                  (b) Borrower will complete actual construction of each
         Residence, including all necessary utility connections, substantially
         in accordance with the plans and specifications submitted to and
         approved by Lender, and in accordance with good building practice and
         all applicable laws, ordinances, rules, regulations and restrictions,
         within nine (9) months from the date of commencement of construction.
         After construction of a Residence has been commenced, Borrower shall
         diligently proceed with said construction and will not permit cessation
         of the work of construction for a period in excess of fifteen (15)
         consecutive days without the written consent of Lender except for
         causes beyond the reasonable control of Borrower, and then not more
         than thirty (30) days in any event without such consent provided that
         Borrower is proceeding diligently in all other respects.

                  (c) Without the prior written consent of Lender (which consent
         shall not be unreasonably withheld), Borrower will make no material
         change in the plans and specifications submitted to Lender.

                  (d) After a default hereunder (beyond any applicable grace or
         cure period) or if Lender reasonably believes that the prospect of
         payment of the Note or the performance of the obligations under the
         Loan Instruments is impaired, Lender shall have the right, but not the
         obligation, to disburse and directly apply the proceeds of any advance


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         under the Loan to the satisfaction of any of Borrower's obligations
         hereunder. Any advance by Lender for such purpose shall be part of the
         Loan and shall be secured by the Mortgages, except an advance of a
         Borrower's Deposit. Borrower hereby authorizes Lender to hold, use,
         disburse, and apply the Loan and the Borrower's Deposit for payment of
         costs of construction of the Residences, expenses incident to the Loan
         and the Property, costs of completion of all necessary off-site
         development of the Property, and the payment or performance of any
         obligation of Borrower hereunder. Borrower hereby assigns and pledges
         the proceeds of the Loan and Borrower's Deposit to Lender for such
         purposes. Lender may advance and incur such expenses as Lender deems
         reasonably necessary for the completion of construction of the
         Residences and to preserve the Property and any other security for the
         Loan, and such expenses, even though in excess of the amount of the
         Loan, shall be secured by the Mortgages, and payable to Lender upon
         demand. Lender may disburse any portion of any advance at anytime, and
         from time to time, to persons other than Borrower for the purposes
         specified herein irrespective of the provisions of PARAGRAPH 4 hereof,
         and the amount of advances to which Borrower shall thereafter be
         entitled shall be correspondingly reduced.

                  (e) All advances and disbursements of the Loan and Borrower's
         Deposit are subject to inspection of the Residences by Lender's
         appraiser, and Lender at its election may require five (5) business
         days after receipt of notice in writing before making any advance or
         payment, for the purpose of making an inspection or other
         determination.

                  (f) Borrower will accept advances and disbursements in
         accordance with the provisions hereof and, if made to Borrower, will
         use or cause each such disbursement to be used solely for the payment
         of materials, labor, services, costs and expenses incurred in
         connection with the construction of the Residences or for such
         additional costs and expenses as may be approved in writing by Lender,
         and in payment or performance of any obligation of Borrower to Lender,
         and for no other purpose.

                  (g) Borrower will permit Lender and Lender's agents and
         representatives (who may be a third-party designated from time to time
         by Lender), at any and all times, during regular business hours, to
         inspect said construction and the Residences and to examine and copy
         all of Borrower's books and records and all contracts and bills
         pertaining to said construction and the Residences. If applicable,
         Borrower shall pay Lender at the time of each inspection of a
         Residence, an inspection fee in the amount provided in EXHIBIT A
         attached hereto, for having Lender's representative (who may be a
         third-party designated from time to time by Lender) inspect the
         Property. After a default hereunder (beyond any applicable grace or
         cure period), if Lender shall examine the aforesaid books and records,
         Borrower shall pay within ten (10) days of written demand by Lender,
         subject to PARAGRAPH 12 hereof, reasonable expenses incurred by Lender
         as a result of such examination.

                  (h) Lender has no liability or obligation whatsoever for the
         Residences or the construction or completion thereof or work performed
         thereon, and has no obligation except to advance the Loan as herein


                                       10
<PAGE>   11

         agreed, and is not obligated to inspect the Residences; nor is Lender
         liable for the performance or default of any contractor or
         subcontractor, or for any failure to construct, complete, protect or
         insure the Residences, or for the payment of any cost or expense
         incurred in connection therewith, or for the performance or
         nonperformance of any obligation of Borrower to Lender; and nothing,
         including without limitation any disbursement hereunder or the deposit
         or acceptance of any document or instrument, shall be construed as a
         representation or warranty, express or implied, on Lender's part.

                  (i) In the event of any default by Borrower as defined in
         PARAGRAPH 10 hereof (beyond any applicable grace or cure period),
         Lender (in addition to any and all other remedies permitted by law) may
         (i) exercise any of the rights provided in the Mortgage in event of
         default; (ii) enter upon the Property; (iii) employ watchmen to protect
         the Property (including personal property located thereon) from damage,
         injury or loss; (iv) continue any or all existing contracts for the
         completion of the Residences or enter into any new, additional or
         substitute contracts for the completion of the Residences, either in
         Lender's own name or in the name of Borrower; (v) advance such of the
         undisbursed Loan proceeds and/or Lender's own funds as may be necessary
         to remedy such default, including completion of the Residences, and in
         such event, all such advances shall be secured by the Mortgages and by
         all other security for the Loan, and Borrower will pay the same,
         together with interest thereon at the maximum lawful rate, to Lender
         upon demand; and (vi) elect not to make any further advances of the
         undisbursed Loan proceeds, and in such event Borrower shall not be
         entitled to any further advances under the Loan.

                  (j) Without the prior written consent of Lender, no materials,
         equipment, fixtures or any other part of the Residences shall be
         purchased or installed under security agreements, conditional sale
         contracts or lease agreements, or other arrangement wherein a security
         interest or title to said property is retained or the right is reserved
         or accrues to anyone to remove or repossess any such items or to
         consider them as personal property.

                  (k) Lender may (but shall not be obligated to) commence,
         appear in or defend any action or proceeding purporting to affect the
         Property or the rights or duties of Lender or Borrower or the payment
         of any funds hereunder, and in connection therewith may pay all
         necessary expenses, including reasonable attorneys' fees, which
         Borrower hereby agrees to pay to Lender upon demand. Borrower hereby
         irrevocably appoints and authorizes Lender, as Borrower's
         attorney-in-fact under a power of attorney coupled with an interest, to
         execute, file and record any notice of completion or cessation of labor
         or any other notice which Lender deems necessary or advisable to
         protect its interest hereunder or the security for the Loan.

                  (l) Borrower may not assign or otherwise transfer this Loan
         Agreement or any right hereunder, and this Loan Agreement shall be
         binding upon Borrower and the representatives and successors of
         Borrower. In the event of the termination or dissolution of Borrower
         prior to the completion of the Residences or prior to the use, release


                                       11
<PAGE>   12

         or disbursement of all proceeds of the Loan and any Borrower's Deposit,
         this Loan Agreement shall not, at the option of Lender, be terminated
         or affected by such dissolution or termination.

                  (m) [Intentionally Omitted]

                  (n) Borrower shall promptly inform Lender of (i) any
         litigation against Borrower or either Guarantor or affecting the
         Property, which, if determined adversely, might have a material adverse
         effect upon the financial condition of Borrower or either Guarantor or
         upon the Properties, or might cause a default hereunder, (ii) any
         material claim or controversy which might become the subject of such
         litigation, and (iii) any material adverse change in the financial
         condition of Borrower or any Guarantor.

                  (o) Borrower shall promptly inform Lender if any Contracts are
         canceled and/or materially modified or if any lending institution
         cancels or materially modifies its commitment to finance a prospective
         buyer's acquisition of a Residence.

                  (p) As required by Lender, Borrower shall provide Lender with
         the following matters relating to Borrower (all in form and content
         satisfactory to Lender): (1) unaudited Financial Statements within
         sixty (60) days of Borrower's fiscal year end; (2) unaudited Financial
         Statements within forty-five (45) days of each calendar quarter end (if
         requested by Lender); and (3) sales, closings and inventory reports of
         Residences, acceptable to Lender, within thirty (30) days of each
         calendar month end, during the term of the Loan. Borrower shall also
         cause each Guarantor and any other party obligated for the Loan to
         provide Lender its Financial Statement on or before April 15 of each
         calendar year, or more frequently as reasonably required by Lender. All
         Financial Statements shall be true, correct, and complete as of the
         dates specified therein and fully and accurately present the financial
         condition of Borrower and any other party obligated for the Loan, as
         appropriate, as of the dates specified. Borrower represents to Lender
         that on the date hereof, no material adverse change has occurred in the
         financial condition of Borrower or, to Borrower's knowledge, any other
         party obligated for the Loan since the dates the initial Financial
         Statements of Borrower and any other party obligated for the Loan were
         delivered to Lender.

                  (q) A default under any other loan from Lender to Borrower (or
         an affiliate of Borrower) shall constitute a default under the Loan
         Instruments and a default under the Loan Instruments shall constitute a
         default under such other loans.

                  (r) The ALTA Policy shall insure Lender, in the amount of the
         Aggregate Loan Allocation for each Property covered by such Mortgage,
         that such Mortgage and any other liens securing the payment of the Note
         and Loan have the priority required by Lender. If further required by
         Lender, the ALTA Policy shall be extended and endorsed to cover each
         and every advance under such Aggregate Loan Allocation at the time such
         advance is made.



                                       12
<PAGE>   13


                  (s) Subject to the provisions of PARAGRAPH 16 hereof, Borrower
         shall cause a Property to be released from a Mortgage at such times as
         provided in EXHIBIT A attached hereto (the "REQUIRED RELEASE DATE").

                  (t) Neither Borrower nor any other party shall occupy any
         Residence which is covered by a Mortgage.

         7. REQUIRED PRINCIPAL PAYMENTS. Borrower shall pay the principal of the
Note as therein provided and as provided in EXHIBIT A attached hereto. Further,
if, at any time, the outstanding balance of the Loan exceeds (1) the Loan Amount
or (2) the Loans-to-One-Borrower Limitation, or if, at any time, the amount of
the Loan advanced by Lender for a particular Property exceeds the Loan to Value
Ratio for such Property, Borrower shall immediately pay in cash to Lender,
within ten (10) days of written demand therefor, the amount of such excess.
Further, after nine (9) months from the recording of a Mortgage in the Real
Property Records, Lender shall have the right to obtain an appraisal of the
Property covered by such Mortgage, from an appraiser satisfactory to Lender,
paid for by Borrower, and in the event such appraisal determines that the
portion of the Loan advanced by Lender for such Property exceeds the Loan to
Value Ratio for such Property, then Borrower shall also immediately pay in cash
to Lender, within ten (10) days of written demand therefor, the amount of such
excess.

         8. REVOLVING LOAN. All or any portion of the principal of the Loan may
be borrowed, paid, prepaid, repaid and reborrowed from time to time prior to
maturity in accordance with the provisions of the Loan Instruments. The excess
of borrowing (advances and re-advances) over repayments shall evidence the
principal balance of the Loan from time to time and at any time. The aggregate
amount of all advances under the Loan may exceed the Loan Amount, but neither
the outstanding principal balance of the Loan nor the outstanding aggregate
amount of the Loan Allocations shall ever exceed the Loan Amount.

         9. MATURITY AND EXTENSION. Notwithstanding any provision in the Note to
the contrary, the Note and Loan shall mature and may be extended as provided in
EXHIBIT A attached hereto.

         10. DEFAULT. The term "default" as used herein shall include a breach
by Borrower of any agreement, warranty, representation or covenant contained in
this Loan Agreement and as may be set forth on EXHIBIT A attached hereto (beyond
any grace or cure period applicable thereto as provided herein or in the other
Loan Instruments), and any default or "EVENT OF DEFAULT" by Borrower under any
of the Loan Instruments (beyond any grace or cure period applicable thereto as
provided herein or in the other Loan Instruments). In the event of a default by
Borrower (beyond any applicable grace or cure period), as aforesaid, Lender, at
its election, may declare all sums owing on account of the Loan to be
immediately due and payable, exercise any and all remedies provided in the Loan
Instruments or otherwise at law or in equity and/or make no additional advances
hereunder. No waiver of any default on the part of Borrower shall be considered
a waiver of any other or subsequent default, and no delay or omission in


                                       13
<PAGE>   14

exercising or enforcing the rights and powers of Lender shall be construed as a
waiver of such rights and powers, and likewise no exercise or enforcement of any
rights or powers hereunder by Lender shall be held to exhaust such rights and
powers, and every such right and power may be exercised from time to time.

         11. [Intentionally Omitted]

         12. LIMITATION ON INTEREST. All agreements between Borrower and Lender,
whether now existing or hereafter arising and whether written or oral, are
hereby limited so that in no contingency, whether by reason of acceleration of
the maturity of the Note or otherwise, shall the interest contracted for,
charged or received by Lender exceed the maximum amount permissible under
applicable law. If, from any circumstance Lender shall ever receive anything of
value deemed interest by applicable law in excess of the maximum lawful amount,
an amount equal to any excessive interest shall be applied to the reduction of
the principal of the Note and not to the payment of interest, or if such
excessive interest exceeds the unpaid balance of principal of the Note such
excess shall be refunded to Borrower. All interest paid or agreed to be paid to
the holder of the Note shall, to the extent permitted by applicable law, be
amortized, prorated, allocated, and spread throughout the full period from the
date of the Note until payment in full of the principal so that the interest
thereon for such full period shall not exceed the maximum amount permitted by
applicable law. This paragraph shall control all agreements between Borrower and
Lender.

         13. CHOICE OF LAW. EXCEPT WHERE FEDERAL LAW IS APPLICABLE (INCLUDING,
WITHOUT LIMITATION, ANY FEDERAL USURY CEILING OR OTHER FEDERAL LAW WHICH, FROM
TIME TO TIME, IS APPLICABLE TO THE INDEBTEDNESS HEREIN AND WHICH PREEMPTS STATE
USURY LAWS), THIS LOAN AGREEMENT, THE NOTE, AND THE OTHER LOAN INSTRUMENTS SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
FLORIDA.

         14. NOTICES. All notices, demands, requests, and other communications
required or permitted hereunder shall be in writing and shall be deemed to have
been given when presented personally, or two (2) days after being deposited in a
regularly maintained receptacle for the United States Postal Service, postage
prepaid, registered or certified, return receipt requested, or one (1) day after
being deposited with a reputable overnight courier (such as UPS or FedEx) for
next-day delivery, addressed to Borrower or Lender, as the case may be, at the
respective addresses set forth on the first page of this Loan Agreement, or such
other address as Borrower or Lender may from time to time designate by written
notice to the other as herein required.

          15. FEES AND EXPENSES. Borrower agrees to pay when due Lender's fees,
as set forth herein, the reasonable attorneys' fees and expenses of Lender's
counsel, title insurance and examination charges, survey costs, hazard insurance
premiums, filing and recording fees, and other reasonable expenses payable to
third parties incurred by Lender in connection with the consummation of the
transactions contemplated by this Loan Agreement, including all renewals,
extensions and modifications thereof. Further, Borrower agrees to make each
payment which it owes under the Loan Instruments not later than 2:00 p.m.,


                                       14
<PAGE>   15

Dallas, Texas time, on the date such payment becomes due and payable (or the
date any voluntary prepayment is made), in immediately available funds. Any
payment received by Lender after such time will be deemed to have been made on
the next following business day.

         16. PARTIAL RELEASES. Borrower shall have the right to obtain partial
releases of the Property subject to the following terms and conditions:

                  (a) Borrower shall not be in default hereunder or under any
         other of the Loan Instruments (beyond any applicable grace or cure
         period);

                  (b) Borrower shall submit a prepared partial release
          instrument (the "PARTIAL RELEASE") in form and substance reasonably
          satisfactory to Lender together with a lot and block description of
          the Property to be released. In addition, the Partial Release should
          be accompanied with information necessary for Lender to process the
          Partial Release, including the name and address of the title insurance
          company, if any, to whose attention the Partial Release should be
          directed, numbers that reference the Partial Release (i.e., order
          numbers, release numbers, etc.) and the date when the Partial Release
          is to become effective;

                  (c) If required by Lender, all accrued and unpaid interest on
          the principal amount of the Loan being prepaid shall be paid at the
          time such Partial Release is requested; provided that any payment
          received by Lender after 2:00 p.m., Dallas, Texas time, will be deemed
          to have been made on the next following business day;

                  (d) Payment to Lender of an amount in cash as provided on
         EXHIBIT A attached hereto;

                  (e) Payment to Lender of all reasonable costs and expenses
         arising in connection with any Partial Release.

Notwithstanding any provision herein to the contrary, at such time as Lender
provides to the title company (which is closing the sale of a Residence) a
"pay-off' quote for a Residence being released from a Mortgage, in accordance
with this PARAGRAPH 16, Borrower shall not be entitled to any further advances
under the Loan with respect to such Residence.

         17. WAIVER OF JUDICIAL PROCEDURAL MATTERS. BORROWER HEREBY EXPRESSLY
AND UNCONDITIONALLY WAIVES, IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING
BROUGHT BY LENDER IN CONNECTION WITH ANY OF THE LOAN INSTRUMENTS, ANY AND EVERY
RIGHT IT MAY HAVE TO (I) INJUNCTIVE RELIEF, (II) A TRIAL BY JURY (AND LENDER
HEREBY ALSO WAIVES TRIAL BY JURY IN CONNECTION WITH ANY SUIT, ACTION OR
PROCEEDING ARISING IN CONNECTION WITH THE LOAN INSTRUMENTS), (III) INTERPOSE ANY
COUNTERCLAIM THEREIN (OTHER THAN A COMPULSORY COUNTERCLAIM) AND (IV) HAVE THE
SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR PROCEEDING (UNLESS
OTHERWISE REQUIRED BY LAW). Nothing herein contained shall prevent or prohibit



                                       15
<PAGE>   16

Borrower from instituting or maintaining a separate action against Lender with
respect to any asserted claim.

         18. HEADINGS. The Paragraph headings hereof and in the Exhibits hereto
are inserted for convenience of reference only and shall not alter, define, or
be used in construing the text of such Paragraphs.

         19. [Intentionally Omitted]

         20. LIMITATIONS AND CONDITIONS OF ADVANCES. Anything in this Loan
Agreement or any other of the Loan Instruments to the contrary notwithstanding,
Lender shall have no obligation to make any Advances, unless and until Lender
receives evidence satisfactory to it that Borrower has contributed at least
$6,500,000.00 of Borrower's own funds toward the acquisition costs of the
Acquisition Land and Inventory Lots.

         21. REQUIREMENTS FOR FIRST ADVANCE WITH RESPECT TO ACQUISITION LAND.
Lender shall advance funds under the Loan for Acquisition Land only upon the
satisfaction (in Lender's sole discretion) of the conditions to advances
provided in this Loan Agreement and of the following conditions precedent:

                  (a) The execution and delivery by Borrower and Guarantor of
          such documents as Lender may require to evidence, govern or secure the
          portion of the Loan with respect to the Acquisition Land (including,
          without limitation, an Acquisition and Development Loan Agreement),
          with such revisions thereto as may be necessary in order to conform
          such documents with the terms and provisions of this Loan Agreement,
          and satisfaction of all conditions to advances as provided in such
          documents.

                   (b) Receipt and approval by Lender of such financial
          information, permits, budgets, plans, specifications, title
          commitments, surveys, contracts, estoppels, title policies,
          environmental reports, soils reports, utility letters, zoning letters
          and other due diligence matters as Lender may require.

                  (c) No default shall then exist under the Loan Instruments.

                  (d) The payment by Borrower of all title policy costs,
         Lender's attorneys' fees and all closing costs.

          Each and every document evidencing, governing or securing the Loan
with respect to Acquisition Land shall be included in the defined term "LOAN
INSTRUMENTS."

          22. HOMEOWNER'S ASSOCIATION; PROXY. Borrower shall cause the
homeowners' association (whether now or hereafter existing) (the "HOMEOWNER'S
ASSOCIATION") to comply with the terms and provisions of the Loan Instruments
with respect to matters capable of performance by it. In addition, at all times
Borrower shall grant Lender an irrevocable proxy with respect to Borrower's


                                       16
<PAGE>   17

voting rights in the Homeowner's Association (which voting rights may be
exercised by Lender only upon a default hereunder beyond any applicable grace or
cure period).

         23. FINAL AGREEMENT. THE LOAN INSTRUMENTS REPRESENT THE FINAL AGREEMENT
BETWEEN LENDER AND BORROWER CONCERNING THE LOAN, AND THE LOAN INSTRUMENTS MAY
NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF LENDER AND BORROWER OR ANY AGENT, BROKER, EMPLOYEE OR
REPRESENTATIVE OF EITHER OF THEM. THERE ARE NO ORAL AGREEMENTS BETWEEN LENDER
AND BORROWER.

             (The balance of this page is intentionally left blank.)



                                       17
<PAGE>   18


                                BORROWER:

                                OH INVESTMENTS, INC.,
                                a Florida corporation

                                By:  __________________________________________
                                       Name:       Richard D. Levy
                                       Title:      Chief Executive Officer

                                                            (Seal)


                                LENDER:

                                GUARANTY FEDERAL BANK, F.S.B.,
                                a federal savings bank


                                By:  __________________________________________
                                       Name:    _______________________________
                                       Title:   _______________________________
                                                         (Seal)


                                       18
<PAGE>   19



                                    EXHIBIT A

                                TO LOAN AGREEMENT

1.       Introductory Paragraph. PROPERTY LIMITATIONS. At any given time,
         Residences, Inventory Lots and Acquisition Land financed under the Loan
         shall be limited to the following numbers, unless modified by Lender in
         writing:

          Total Residences:         Eighty-five (85)
          Specs:                    Twelve (12)
          Models:                   Eight (8)
          Inventory Lots:           Four hundred twenty-nine (429)
          Acquisition Land:         See below.

         Borrower may increase the number of Specs allowed above by the same
         number by which Borrower is short of the Models allowed above.

         The outstanding aggregate amount of the Loan Allocation for Acquisition
         Land and Inventory Lots at any time shall never exceed $15,787,200.00.

         The term "SPECS" means a Residence which is not a Model and is not
         Under Contract.

         The term "MODEL" means a Residence specifically utilized for the
         purposes of marketing other residential products.

         The term "UNDER CONTRACT" shall mean Residences under written contract
         to sell to bona fide third parties unrelated to Borrower, having no
         contingency or any other conditions not reasonably susceptible to being
         satisfied, providing for earnest money deposits of at least $500.00,
         and for which Lender has received preliminary loan approval from a bona
         fide residential permanent lender.

         The term "INVENTORY RESIDENCE" means any Residence which is not a
         Model.

2.       Introductory Paragraph. APPROVED SUBDIVISIONS. The following
         subdivisions and any additional subdivisions approved in writing by
         Lender (the "APPROVED SUBDIVISIONS") are approved by Lender for the
         Residences and Acquisition Land:

         SUBDIVISION       COUNTY

         Vizcaya           Palm Beach

3.       Introductory Paragraph. APPROVED PRICE RANGE. The maximum base price
         (being the sales price without options) for a Residence shall not
         exceed $225,000.00.


                                       1
<PAGE>   20



4.       Paragraph 1(c). GUARANTOR. Guarantor of the Loan shall be,
         collectively: Craig S. Perry, an individual, Stephen I. Margolis, an
         individual, Centerline Homes, Inc., a Florida corporation, and Oriole
         Homes Corp., a Florida corporation.

5.       Paragraph 2(h). LOAN COMMITMENT FEE. Borrower shall pay to Lender a
         Loan Commitment Fee of $267,872.00 ($157,872.00 for the portion of the
         Loan allocated to acquisition and development, and $110,000.00 for the
         portion of the Loan allocated to the construction of Residences, as
         shown on the Approved Budget).

6.       Paragraphs 2(k) and 6(g). INSPECTION FEE. An inspection fee in the
         amount of Lender's actual expense for such inspection, shall be paid to
         Lender (to be withheld by Lender from Borrower's next advance under the
         Loan) per inspection per Property covered by such Mortgage.

7.       [Intentionally Omitted]

8.       [Intentionally Omitted]

9.       Paragraph 6(s). REQUIRED RELEASES. None.

10.      Paragraph 7. REQUIRED PRINCIPAL REDUCTIONS. None.

11.      Paragraph 9. MATURITY AND EXTENSION. The maturity date of the Note
         shall be February 8,2003 (the "STATED MATURITY DATE"). However,
         provided no Event of Default then exists hereunder or under any other
         Loan Instrument, Lender shall extend the maturity of the Note until
         August 8,2003 (the "EXTENDED MATURITY Date"), upon (a) payment of an
         extension fee to Lender in the amount of one-half of one percent (1/2%)
         of the sum of the then outstanding principal balance of the Loan plus
         all amounts which Lender then may be obligated to advance in the future
         hereunder, (b) written request by Borrower to Lender on or before
         ninety (90) days prior to the Stated Maturity Date, (c) execution by
         Borrower of an agreement, in form and substance satisfactory to Lender,
         renewing and extending the indebtedness evidenced by the Note and the
         liens and security interests created by the Loan Instruments for the
         extension period, (d) payment of all out-of-pocket costs and expenses
         of extending the maturity date of the Loan, including, but not limited
         to the reasonable fees and actual expenses of Lender's counsel,
         recording costs and any endorsement to the Title Policy approved by
         Lender, and (e) Borrower shall have obtained a Partial Release of no
         less than three hundred one (301) Residences.

         After the Stated Maturity Date, or the Extended Maturity Date, as
         applicable, no additional Mortgage shall be recorded, no advances shall
         be made and the entire outstanding principal balance of the Note and
         Loan and any accrued and unpaid interest due thereon shall be fully due
         and payable.


                                       2
<PAGE>   21


12.      Paragraph 10. ADDITIONAL DEFAULTS. In addition to the events of default
         stipulated in the Loan Instruments, it shall be a default under this
         Loan Agreement if Borrower and Guarantors fail to comply with any of
         the following:

                  (a)      The combined net worth of Craig S. Perry and Stephen
                           I. Margolis shall at no time be less than
                           $4,000,000.00, calculated in conformity with
                           generally accepted accounting principles ("GAAP")
                           (applied on a consistent basis);

                  (b)      Craig S. Perry, Stephen I. Margolis and Centerline
                           Homes, Inc. shall at all times remain as the
                           developer and contractor/builder in connection with,
                           and active in the management of, the development of
                           the Property and the construction of the Residences;
                           provided, however, Borrower may remove Craig Perry,
                           Stephen Margolis and Centerline Homes, Inc. from
                           their position as developer and contractor/builder
                           and may terminate their continuing involvement in the
                           development of the Property and the construction of
                           Residences only if (i) such parties engage in
                           fraudulent activities against Borrower or the
                           Property, or engage in other intentional misconduct
                           which materially and adversely affects the
                           development of the Property, and (ii) Borrower
                           replaces such parties with a developer and
                           contractor/builder (who undertakes active management
                           of the Property's development) acceptable to Lender
                           (in its sole and absolute discretion) within thirty
                           (30) days after the date of such proposed removal
                           (the "REPLACEMENT DATE"). If Borrower fails to comply
                           with the foregoing, then Borrower shall be in default
                           hereunder unless, within sixty (60) days after the
                           Replacement Date, Borrower pays the Loan in full by
                           obtaining third-party lender financing or otherwise.

                  (c)      At all times, Craig S. Perry and Stephen I. Margolis
                           shall maintain at least $500,000.00 in combined "net
                           equity," which "net equity" shall be determined as
                           follows: the sum of (a) cash on hand, and (b)
                           marketable securities (i.e., securities which are
                           traded on a recognized national securities exchange,
                           including NYSE, NASDAQ and AMEX);

                  (d)      The minimum net worth of Oriole Homes Corp. shall at
                           no time be less than $32,500,000.00, calculated in
                           conformity with GAAP (applied on a consistent basis).

13.      Paragraph 11. ADDITIONAL LOAN COVENANTS. Borrower shall fully perform
         and satisfy the following "ADDITIONAL LOAN COVENANTS": None.

14.      Paragraph 16(d). RELEASE PRICE. The partial release price for each
         Property shall consist of the following: (A) an amount in cash equal to
         $42,320.00 (being one hundred fifteen percent [115%] of $36,800, the
         amount of the Loan allocated for each Lot) (the "LOT RELEASE PRICE"),
         together with (B) an amount in cash equal to one hundred percent (100%)
         of the outstanding balance of the Loan advanced by Lender for the
         construction of the Residence on such Lot (the "RESIDENCE RELEASE



                                       3
<PAGE>   22

         PRICE"). The sum of the Lot Release Price and the Residence Release
         Price shall together be the partial release price applicable to the
         release of a Property from the Mortgage.

          Notwithstanding the foregoing, should Borrower fail to obtain a
          Partial Release of at least forty-eight (48) Residences (and Lots)
          during any six (6) month period beginning November 30, 2000, the
          Partial Release price for a Property shall be an amount in cash equal
          to one hundred twenty-five percent (125%) of the outstanding balance
          of the Loan advanced by Lender for each Lot and the construction of
          the Residence thereon.



                                       4
<PAGE>   23




                                    EXHIBIT B

                                TO LOAN AGREEMENT

                                 APPROVED BUDGET

                                   [ATTACHED]


<PAGE>   24



                            ACQUISITION & DEVELOPMENT
                             VIZCAYA - UPJOHN, INC.

                                 OHC INVESTMENTS

                                   08/04/2000
<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------------------------------
                                            COST                         LOAN        LOAN ALLOC.
ITEM                                       PER LOT       BUDGET       ALLOCATION       PER LOT         EXPOSURE       EQUITY
--------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>        <C>              <C>               <C>                   <C> <C>
     PROJECT

         Purchase Price of Lots and          $30,082    $12,904.970      $6,404,970        $14,930               $0  $6.500,000
         Lots Under Development

     TOTAL LAND COST                         $30,082    $12,904,970      $6,404,970        $14,930               $0  $6,500,000

     HARD COSTS:

         Engineering and Architect              $683       $293,007        $293,007           $683               $0          $0
         Earthwork                              $359       $154,011        $154,011           $359               $0          $0
         Sanitary Sewer                         $983       $421,707        $421,707           $983               $0          $0
         Pavement and Curbs                   $1,357       $582,153        $582,153         $1,357               $0          $0
         Water and Utilities                    $722       $309,738        $309,738           $722               $0          $0
         Trenching                               $81        $34,749         $34,749            $81               $0          $0
         Common Areas                         $8,100     $3,474,900      $3,474,900         $8,100               $0          $0
         Guard House, Entry Monument             $72        $30,888         $30,888            $72               $0          $0
         Contingency 3.5%                       $625       $268,125        $268,125           $625               $0          $0
                                                ----

     OFF-SITE COSTS                           $4,960     $2,127.840      $2,127,840         $4,960               $0          $0
                                                         ----------      ----------         ------               --          --

     TOTAL HARD COSTS:                       $17,942     $7,697,118      $7,697,118        $17,942               $0          $0

     SOFT COSTS:

        Loan Fee                                $368       $157,872        $157,872           $368               $0          $0
        Doc Stamp Tax                           $203        $87,087         $87,087           $203               $0          $0
        Hearthstone Interest                      $0             $0              $0             $0               $0          $0
        Real Estate Taxes                       $732       $314,028        $314,028           $732               $0          $0
        Legal                                    $24        $10,296         $10,296            $24               $0          $0
        Appraisal                                $14         $6,006          $6,006            $14               $0          $0
        Other                                     $0             $0              $0             $0               $0          $0
        Interest Expense @ 11.5%              $2,587     $1,109,823      $1,109,823         $2,587               $0          $0
                                              ------     ----------      ----------         ------               --          --

     TOTAL SOFT COSTS:                        $3,928     $1,685,112      $1,685,112        $3,928                $0          $0
                                              ------     ----------      ----------        -------               --          --

     TOTAL COSTS:                            $51,952    $22,287,200     $15,787,200        $36,800               $0  $6,500,000
                                         -------------------------------------------                                ------------
                                                                    ------------------------------------------------------------

     CASH INJECTED AT CLOSING                                            $6,500,000
     EQUITY INJECTED DURING DEVELOPMENT                                          $0
     TOTAL SOURCES OF FUNDS                                             $22,287,200
     APPRAISAL VALUE (EST.)                                             $21,050.000
                                                                    ----------------
                                                                                                                         70.84%
                                                                                                                         75.00%
--------------------------------------------------------------------------------------------------------------------------------

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

      ORGINAL # OF LOTS                                                                                         504
      LOTS RELEASED BY JULY 3, 2000                                                                              75
      REMAINING LOTS                                                                                            429
      TOTAL ACRES                                                                                            117.00
      DENSITY (LOTS PER ACRE)                                                                                  3.67
      LAND COST PER ACRE                                                                                        N/A
      DEVELOPMENT HARD COST PER ACRE                                                                       $190,489
      RELEASE PRICE                                                                                         $42,320
      LOT RELEASE PRICE AS A PERCENTAGE OF AVERAGE LOAN PER LOT                                                115%
      ESTIMATED LOT RELEASES TO PAYOFF LOAN                                                                     383
      AVERAGE OUTSTANDING BALANCE                                                                        $4,750,740
      AVERAGE UNFUNDED COMMITMENT                                                                        $3,593,611

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

</TABLE>

                                       2
<PAGE>   25

Draw 2-Start Up                                       11%
Draw 3-1st Tie Beam                                   23%
Draw 4-Interior Framed                                12%
Draw 5-Roughs Complete                                12%
Draw 6-Drywall Finished                               11%
Draw 7-Interior Painted, Cabinets In                  12%
Draw 8-Countertops, Tile Complete                      4%
Draw 9-Finals Complete                                11%
Draw 10-House Complete                                 4%
                                                     100%

CUMULATIVE DRAW SCHEDULE

Draw 1-Prestart/Fees
Draw 2-Start Up                                      200%
Draw 3-1st Tie Beam                                  189%
Draw 4-Interior Framed                               166%
Draw 5-Roughs Complete                               154%
Draw 6-Drywall Finished                              142%
Draw 7-Interior Painted, Cabinets In                 131%
Draw 8-Countertops, Tile Complete                    119%
Draw 9-Finals Complete                               115%
Draw 10-House Completed                              104%





                                       3
<PAGE>   26




                                    EXHIBIT C

                             APPLICATION FOR ADVANCE

TO:    Guaranty Federal Bank, F.S.B.

FROM:  _____________________

Date of this Application: ____________________

Loan No.:  ____________________

         Reference is made to the loan agreement dated _______, 2000 (and any
and all amendments thereto, if any) (collectively referred to as the
"AGREEMENT") between the undersigned ("BORROWER") and Guaranty Federal Bank,
F.S.B. ("LENDER"). Terms that are defined in the Agreement are used herein.

          This Application for Advance is made pursuant to the Agreement for the
sole purpose of inducing Lender to act by making an Advance of loan proceeds on
the items listed in reliance upon the statements contained herein. The
individual executing this Application for Advance on behalf of Borrower hereby
certifies and agrees (i) that this Application for Advance is for work actually
performed or delivered, and (ii) that any of the above sums which are paid
and/or delivered to Borrower for the payee have or will be paid by Borrower to
the person or firm entitled to said payment within ten (10) days of receipt of
the Advance. The undersigned individual further acknowledges that such
individual has full knowledge of all information and facts contained herein and
that Borrower has authorized payment of the same. The undersigned individual has
attached a copy of items of information and documentation, including invoices,
canceled checks, lien waivers and other evidence as may be required by Lender
for such Advance pursuant to the Agreement. The undersigned individual hereby
certifies, on behalf of Borrower, that all representations and warranties
contained in the Loan Instruments shall be true and correct on the date of the
Advance, that only Lender approved changes have been made to the Plans and
Specifications, that Lender has approved all [CHANGES IN THE CONSTRUCTION COST
BREAKDOWN AND THE TOTAL PROJECT COSTS ARE SUFFICIENT TO COMPLETE THE PROJECT].
The undersigned individual represents, warrants and certifies under penalty of
perjury, individually and on behalf of Borrower, that he/she has the full
authority to execute this Application for Advance on behalf of Borrower and all
disclosed principals and guarantors, and that this Application for Advance is
true, correct and complete as of the date indicated.

          Borrower hereby submits this Application for Advance pursuant to the
Agreement. The individual executing this Application for Advance on behalf of
Borrower warrants and represents that he\she is authorized to execute and
deliver this Application for Advance, and is fully cognizant of all facts and
matters herein stated. Borrower understands that this Application for Advance is
made for the purpose of inducing Lender to make an Advance to Borrower and that,
in making any such Advance, Lender will rely upon the accuracy of the matters
stated in this Application for Advance.



                                       1
<PAGE>   27

[INSTRUCTIONS: CHECK FIRST BOX IF ADVANCES ARE MADE BASED UPON A WIP OR
BORROWING BASE REPORT; CHECK THE SECOND BOX IF ADVANCES ARE MADE BASED UPON
ACTUAL COSTS INCURRED IN ACCORDANCE WITH THE BUDGET (AS AMENDED) APPROVED BY
LENDER.]

| |       WIP or Borrowing Base

         1. CURRENT BORROWING BASE. Borrower hereby represents to Lender,
understanding that Lender is relying on such representation in making the
Advance requested herein, that the Borrowing Base shown in the WIP Report (or
borrowing base report) dated ____________ is true and correct.

         2. REQUESTED AMOUNT OF ADVANCE. Borrower hereby requests an Advance in
the amount of $__________ from the available to draw total of
$___________________.

| |      Actual Costs

         On behalf of the Borrower, the undersigned has requested that Lender
disburse to Borrower the aggregate amount of $ _______________, in connection
with the project addresses described in the Check/DDA/Wire Transfer Disbursement
Pre-List dated ___________________, and upon receipt of said amount declares
that bills for all labor performed and materials used to date hereof, on the
properties described in the Check/DDA/Wire Transfer Disbursement Pre-List dated
________________________, have been fully paid or will be paid with this
Advance.

         Executed this ______ day of _______________, 2000.

                         BORROWER:

                         ______________________________________________________

                         a ____________________________________________________

                         By:  _________________________________________________
                                  Name:________________________________________
                                  Title:_______________________________________



                                       2