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                                                                    Exhibit 10.8






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

               FUTURE ADVANCE, MORTGAGE, ASSIGNMENT AND FINANCING
            STATEMENT EXTENSION, MODIFICATION AND SPREADER AGREEMENT
            --------------------------------------------------------
                                (Revolving Loan)

      THIS  FUTURE  ADVANCE,   MORTGAGE,   ASSIGNMENT  AND  FINANCING  STATEMENT
EXTENSION,  MODIFICATION AND SPREADER  AGREEMENT (the "Second  Spreader"),  made
this ____ day of August, 1995, by ORIOLE HOMES CORP., a Florida corporation (the
"Mortgagor"),  having its  principal  place of business at Suite 200, 1690 South
Congress Avenue, Delray Beach, Florida 33445-6327, to OHIO SAVINGS BANK, F.S.B.,
a federal  savings  bank,  f/k/a Ohio Savings  Bank,  an Ohio  corporation  (the
"Mortgagee"), having its principal place of business at Ohio Savings Plaza, 1801
East Ninth Street, Cleveland, Ohio 44114;

                              W I T N E S S E T H:
                              --------------------

      WHEREAS,  in  consideration  for a revolving line of credit in the maximum
amount of Ten Million Dollars ($10,000,000.00) (the "Loan") made by Mortgagee to
Mortgagor, Mortgagor has executed and delivered to Mortgagee a certain Revolving
Mortgage Note dated July 13, 1993, in the maximum  principal  amount of the Loan
as aforesaid (the "Original Note");

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


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NOTE TO RECORDER:  DOCUMENTARY STAMPS
              PLEASE CROSS REFERENCE TO:
ON THE FUTURE ADVANCE NOTE ($2,000,000)
              OFFICIAL RECORDS BOOK 7800
AND INTANGIBLE TAX ON THE FUTURE ADVANCE
      PAGE 1590, OFFICIAL RECORDS
NOTE AND DEMAND NOTES ($5,000,000) ARE
              BOOK 7800, PAGE 1617, AND
AFFIXED HERETO. DOCUMENTARY STAMPS ON THE
      OFFICIAL RECORDS BOOK 7800,
DEMAND NOTES ($3,000,000) ARE AFFIXED
      PAGE 1631, PUBLIC RECORDS OF THERETO.  DOCUMENTARY STAMPS AND
INTANGIBLE PALM BEACH COUNTY, FLORIDA.
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,  PUBLIC RECORDS OF
PALM BEACH COUNTY, FLORIDA.

Records  Book  7800,   Page  1631,  of  said  Public  Records  (the   "Financing
Statement"),  each of which  encumbers the land  described on Exhibit A attached
thereto (the "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,  Assignment and Financing Statement were expanded and spread so as
to encumber and affect the land  described  in Schedule A attached  thereto (the
"First Additional Land");

      WHEREAS,  Mortgagor and Mortgagee have agreed that Mortgagee will increase
the Loan by the maximum  amount of Five  Million  Dollars  ($5,000,000.00)  (the
"Additional  Loan") such Additional Loan being evidenced by a $1,000,000  Demand
Revolving Promissory Note dated August 8, 1995 and a $2,000,000 Demand Revolving
Promissory Note dated August 15, 1995  (collectively,  the "Demand Notes") and a
$2,000,000 Revolving Future Advance Mortgage Note (the "Future Advance Note") of
even date herewith,  each executed and delivered to Mortgagee by Mortgagor,  and
pursuant to Section 4 of the Mortgage,  Mortgagor and Mortgagee have agreed that
said  Additional  Loan  shall  be  secured  by the  Mortgage  (the  Loan and the
Additional Loan are hereinafter  collectively  referred to as the  "Consolidated
Loan"); and

      WHEREAS,  Mortgagor and Mortgagee  have agreed to extend the maturity date
of the Mortgage; and to modify the Mortgage, Assignment and Financing

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Statement  to  expand  and  spread  the lien and  encumbrance  of the  Mortgage,
Assignment and Financing Statement to additional land, 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 of even date herewith  (together the  "Agreement")  in order to secure
Advances made under the Consolidated Note (hereinafter defined).

      NOW THEREFORE,  in consideration  of the 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
was  incurred  in good faith for value  received  and as of the date  hereof the
unpaid balance of the Original Note is $10,000,000.00,  and the Mortgagor has no
defenses, counterclaims or offsets thereto.

      3.  Consolidation.  Mortgagor and Mortgagee have agreed to consolidate the
Original  Note, the Demand Notes and the Future Advance Note, and in furtherance
thereof,  Mortgagor  has  executed and  delivered  to  Mortgagee a  Consolidated
Revolving Mortgage Note of even date herewith in the principal amount of Fifteen
Million Dollars  ($15,000,000.00)  (the "Consolidated  Note") which Consolidated
Note  supercedes and replaces the Original Note, the Demand Notes and the Future
Advance Note.

      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 Fifteen  Million Dollars  ($15,000,000.00)  (the "Loan") made by Mortgagee to
Borrower,   Borrower  has   executed  and   delivered  to  Mortgagee  a  certain
Consolidated  Revolving  Mortgage  Note dated August ___,  1995,  in the maximum
principal  amount of the Loan as aforesaid,  payable in full as to principal and
accrued interest on July 1, 1997 (the "Note");

      5. Spreading of Mortgage,  Assignment and Financing  Statement.  The lien,
charge,  encumbrance,  operation  and  effect of the  Mortgage,  Assignment  and
Financing  Statement  shall be and the same are hereby expanded and spread so as
to encumber  and affect in addition to the Land and  Additional  Land  presently
encumbered and affected thereby, the additional land owned by Mortgagor and more
particularly described on

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Schedule A attached hereto (the "Second  Additional Land"). The incorporation of
the Second Additional Land into the Mortgage, Assignment and Financing Statement
shall  have the same  force and  effect as if such  Second  Additional  Land was
described in Exhibit A to the Mortgage,  Assignment  and Financing  Statement at
the time of the execution and delivery thereof to Mortgagee.

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

              (b) All  references  in the Mortgage and  Assignment to the "Note"
shall be construed to refer to the Consolidated Note.

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

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

      (b)  Mortgagor  has full power,  authority and legal right to execute this
Second Spreader and to keep and observe all of the terms of this Second Spreader
on Mortgagor's part to be observed or performed, and that, as of the date hereof
(i) the warranties and  representations of Mortgagor  contained in the Agreement
are true, correct and complete in all material respects; (ii) all the covenants,
terms and conditions of the Agreement  remain  satisfied;  and (iii) no Event of
Default, or event which upon the

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lapse of time, the giving of notice,  or both, could become an Event of Default,
has occurred under the Agreement.

      (c) The aggregate  principal  obligation  of the Mortgagor  secured by the
Mortgage is Fifteen  Million and no/100 Dollars  ($15,000,000.00)  which sum (or
such  lesser  amount as shall have been  actually  borrowed  by  Mortgagor  from
Mortgagee)  shall be repaid  in  accordance  with the terms of the  Consolidated
Note.

      (d)  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.

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

      9. Limited Modification.  Except to the limited extent expressly set forth
herein, all other terms and provisions contained in the Mortgage, Assignment and
Financing  Statement  remain in full force and effect,  and  nothing  herein and
nothing  done  pursuant  hereto shall affect or be construed to affect the lien,
charge and encumbrance  of, or warranty of title in the Mortgage,  Assignment or
Financing  Statement  nor  the  priority  thereof  over  other  liens,  charges,
encumbrances or conveyances, and the Mortgaged Property (as that term is defined
in the Mortgage),  the real and personal property  described in Exhibit B to the
Financing Statement,  and the Additional  Collateral (as that term is defined in
the  Assignment)  shall remain in all respects  subject to the lien,  charge and
encumbrance  of the Mortgage,  Assignment and Financing  Statement.  This Second
Spreader constitutes a modification or amendment, and not a novation.

      10.  Miscellaneous.
           --------------

              (a)  Recording.  Mortgagor shall promptly cause this Second
Spreader to be filed, registered or recorded in such manner and in such
places as may be required by any present or future law in order to publish

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notice of and fully to protect the lien of the Mortgage  upon,  and the interest
of Mortgagee in, the Mortgaged  Property,  and the lien of the Assignment  upon,
and the interest of Mortgagee in, the Additional Collateral.  Mortgagor will pay
all filing,  administration and recording fees, and all expenses incident to the
preparation,  execution and  acknowledgement  of this Second  Spreader,  and all
Federal, state, county and municipal taxes, duties,  assessments and charges now
or  hereafter  arising out of or in  connection  with the filing,  registration,
recording,  execution and delivery of this Second  Spreader,  including  without
limitation any and all documentary  stamps and/or  intangible  taxes.  Mortgagor
agrees to hold harmless and indemnify  Mortgagee against any liability  incurred
by reason  of the  imposition  of any such  tax,  duty,  assessment  or  charge.
Mortgagor shall pay such sums 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 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  Consolidated  Note
or the maximum rate permissible under Florida Law.

              (b)  Severability.  If any one or more of the  provisions  of this
Second Spreader is held to be invalid,  illegal or  unenforceable in any respect
for any reason, the validity,  legality and enforceability of any such provision
or provisions  in every other  respect and of the  remaining  provisions of this
Second  Spreader  shall not be in any way  impaired,  and each term or provision
shall be construed to be legal,  valid,  binding and  enforceable to the maximum
extent permitted by law.

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

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


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

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

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

      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 Second  Spreader to be
executed as of the date first above written.


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

                                   a Florida corporation

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


                                   By:_________________________________

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                                                Richard D. Levy, Chairman of the

                                               Board and Chief Executive Officer

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




STATE OF FLORIDA         )
                         ) SS:
COUNTY OF                )

      Before me, a Notary  Public in and for said County and State,  on this day
of August,  1995,  personally  appeared the  above-named  Oriole Homes Corp.,  a
Florida  corporation,  by Richard D. Levy,  its  Chairman of the Board and Chief
Executive  Officer,  who  acknowledged  to me that  he did  sign  the  foregoing
instrument on behalf of said corporation, and that such signing was his free act
and deed as such officer, and the free act and deed of said corporation. Richard
D.  Levy  is  personally  known  to me or  has  produced  __________________  as
identification.






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

      My Commission Expires: _______________________





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





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






































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

                          Permitted Prior Encumbrances


                                   - - 132 - -