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                                                                   EXHIBIT 10.39

                           NAME: ORIOLE HOMES CORP., A FLORIDA CORPORATION.

                           Account No. _________________________________________

                                 PROMISSORY NOTE
                                 (NON-REVOLVER)

$3,120,000.00                                      Miami, Florida
                                                   July 16, 2001.

         FOR VALUE RECEIVED, the undersigned Maker promises to pay to the order
of Holder, OCEAN BANK, a State Banking Corporation, 780 N.W. 42nd Avenue, Miami,
Florida, 33126, the principal sum of THREE MILLION ONE HUNDRED THOUSAND AND
NO/100 DOLLARS ($3,120,000.00), or so much thereof as may be disbursed, with
interest from date at the rate of interest hereinafter specified:

         Monthly payments of interest only at the rate of ONE HALF OF ONE
PERCENT (0.50%) PER ANNUM over the prime rate as charged by CITIBANK, N.A., NEW
YORK, NEW YORK. First payment to commence thirty days from the date hereof and
subsequent monthly payments thereafter until twenty-four (24) months from the
date hereof when the then entire outstanding principal balance together with all
accrued and unpaid interest, if any, shall be due and payable. Provided that
this Note, or any of its supporting loan documents, are not in default at such
time, Maker herein shall have the option to extend the maturity date specified
herein for an additional six (6) months upon payment to Holder of an extension
fee equal to one quarter of one percent (0.25% of 1%) of the committed amount at
such time. The interest rate in effect on this Note may change as often as daily
and an increase in the interest rate will cause an increase in the interest
payments.

         Except as otherwise required by law or by the provisions of this Note
or any other loan document, payments received by Holder hereunder shall be
applied first against expenses and indemnities, next against interest accrued on
the loan, and next in reduction of the outstanding principal balance of the
loan, except that from and after any default under this Note, Holder may apply
such payments in any order of priority determined by Holder in its exclusive
judgment.

         If CITIBANK, N.A., NEW YORK, NY, ceases to announce a prime rate, then,
in that event, Prime Rate shall mean the rate of interest published in The Wall
Street Journal from time to time as the "Prime Rate." If more than one "Prime
Rate" is published in The Wall Street Journal for a day, the average of the
"Prime Rates" shall be used, and such average shall be rounded up to the nearest
one-quarter of one percent (.25%). If The Wall Street Journal ceases to publish
the "Prime Rate," Lender shall select an equivalent publication that publishes
such "Prime Rate," and if such prime rates are no longer generally published or
are limited, regulated or administered by a governmental or quasi-governmental
body, then the Lender shall select a comparable interest rate index.

         Interest will accrue at the rate of l/360th of the annual interest for
each day that principal is outstanding, but in no event shall interest be due at
a rate in excess of EIGHTEEN PERCENT (18.0%) per annum.

         If payment is not received by Holder on/or before TEN (10) DAYS after
the due date, then the interest rate thereafter will automatically increase to
EIGHTEEN PERCENT (18.0%) and will remain at said rate until the payments are
completely brought up to date and current.

         The Holder hereof shall have the optional right to declare the
principal sum disbursed hereunder and all


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accrued interest thereon to be due and forthwith payable in advance of the
maturity date fixed herein upon the failure of the undersigned to pay, when due
and failure to cure after ten (10) days written notice to Maker, any one of the
installments of interest or, at the option of the Holder, upon the occurrence of
any other Event of Default by the undersigned in the Mortgage securing this Note
which is not cured within thirty (30) days written notice. Failure to exercise
this option with respect to any failure or breach by the undersigned shall not
constitute a waiver of the right as to any subsequent failure or breach.

         This Note may be prepaid in full or in part prior to maturity without
premium or penalty.

         This Note and the Mortgage which it secures shall be non-assumable.

         While in default, and after the expiration of any applicable grace
period, this Note shall bear interest at the rate of EIGHTEEN PERCENT (18.0%)
per annum.

         In no event shall interest (including any charge or fee held to be
interest by a court of competent jurisdiction) accrue to be payable herein in
excess of the highest contract rate allowable by law for the time such
indebtedness shall be outstanding and unpaid, and if by reason of the
acceleration of maturity of such indebtedness or for any other reason, interest
in excess of the highest legal rate shall be due or paid, any such excess shall
constitute and be treated as a payment on the principal hereof and shall operate
to reduce such principal by the amount of such excess, or if in excess of the
principal indebtedness such excess shall be paid or refunded to the Maker.

         All parties liable for the payment of this Note agree to pay the Holder
hereof a reasonable attorneys' fee for the services of counsel employed after
default or demand to collect this Note, or to protect or enforce the security
thereof, whether or not suit be brought. Presentment, protest, notice of
dishonor and notice of protest of this Note are hereby waived by all parties now
or hereafter liable hereon, whether as makers, endorsers, or otherwise.

         This Note is secured by a Mortgage Deed and Construction Loan Agreement
of even date. This Note and said deed and agreement are being delivered in the
State of Florida and shall be construed and enforced in accordance with, and the
rights of the parties shall be governed by, the laws thereof.

         This Note is being delivered in the State of Florida and shall be
construed and enforced in accordance with, and the rights of the parties shall
be governed by, the laws thereof.

         All of the covenants, conditions, and agreements contained in the
Mortgage and any other document evidencing the loan are hereby made a part of
this instrument.

         This Note may not be changed orally, but only by an agreement in
writing and signed by the party against whom enforcement of any waiver, change,
modification or discharge is sought.

         HOLDER AND MAKER SPECIFICALLY AGREE THAT THEY WAIVE ALL RIGHTS TO RELY
ON OR ENFORCE ANY ORAL STATEMENTS MADE PRIOR TO OR SUBSEQUENT TO THE SIGNING OF
THIS DOCUMENT.

         HOLDER AND MAKER HEREBY KNOWINGLY, VOLUNTARILY AND INTELLIGENTLY WAIVE
THE RIGHT EITHER/ANY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION
BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS


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DOCUMENT, AND/OR ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION
HEREWITH, AND/OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
VERBAL OR WRITTEN), LOANS, ACCOUNTS, CONTRACTS, DISCUSSIONS, AND/OR AGREEMENTS
OF ANY KIND, AND/OR ACTIONS OF EITHER/ANY PARTY MADE BEFORE, DURING, OR AFTER
THE EXECUTION OF THIS DOCUMENT. THIS WAIVER APPLIES IN THE EVENT ANY OTHER
PARTIES INSTITUTE, JOIN, OR DEFEND ANY LITIGATION. THIS PROVISION IS A MATERIAL
INDUCEMENT FOR HOLDER EXTENDING CREDIT TO MAKER. IT IS EXPRESSLY AGREED THAT NO
PARTY OR ENTITY HAS REPRESENTED THAT THIS WAIVER WILL NOT BE ENFORCED.

         VENUE AND JURISDICTION SHALL BE IN PALM BEACH COUNTY, FLORIDA, FOR ANY
AFFIRMATIVE OR DEFENSIVE LEGAL PROCEEDINGS IN CONNECTION WITH THIS DOCUMENT
AND/OR ANY OTHER DOCUMENT SIGNED BY MAKER IN FAVOR OF HOLDER.

                                    ORIOLE HOMES CORP., a Florida corporation.
                                    1690 S. Congress Avenue, Suite 200
                                    Delray Beach, FL   33445



                                    By:
                                       ----------------------------------------
                                       MARK A. LEVY, PRESIDENT



                                    Attest:
                                           ------------------------------------
                                           H.A. LEVY, SECRETARY.



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