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                                                                   EXHIBIT 10.45

THIS INSTRUMENT PREPARED BY:
LUIS A. CONSUEGRA, ESQ.
780 NW 42ND AVENUE
MIAMI, FLORIDA 33126




                                  MORTGAGE DEED


         THIS MORTGAGE DEED, executed this 16th day of July, 2001, by and
between ORIOLE HOMES CORP., A FLORIDA CORPORATION, hereinafter called the
MORTGAGOR, which term as used in every instance shall include the Mortgagor's
heirs, executors, administrators, successors, legal representatives and assigns,
either voluntary by act of the parties, or involuntary by operation of law, and
shall denote the singular and/or plural, and the masculine and/or feminine and
natural and/or artificial persons, whenever and wherever the context so requires
or admits, party of the first part, in favor of OCEAN BANK, a state banking
corporation, its successors and assigns, hereinafter called the BANK,

         WITNESSETH, that for divers good and valuable considerations, and to
secure the payment of those certain Promissory Notes in the amount of
$2,296,586.00 and $4,950,000.00, executed by the MORTGAGOR in favor of the BANK
(the term PROMISSORY NOTE as hereafter used shall denote the singular, if one
Note, or the plural, if more than one Note is secured by this Mortgage),
together with interest thereon and all other sums of money secured hereby as
hereinafter provided, the MORTGAGOR does grant, bargain, sell, alien, remise,
release, convey, and confirm unto the BANK in fee simple, the following
described real estate, of which the MORTGAGOR is now seized and possessed, and
in actual possession, situate in the County of Palm Beach, State of Florida,
to-wit:

             ---SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF--

         THIS MORTGAGE IS BEING GIVEN IN CONNECTION WITH A CERTAIN CONSTRUCTION
LOAN AGREEMENT OF EVEN DATE, THE TERMS OF WHICH ARE INCORPORATED HEREIN BY
REFERENCE.

         THIS IS AN OPEN FIRST MORTGAGE IN THE TOTAL AMOUNT OF $7,246,586.00
GIVEN TO SECURE ANY PRESENT OR FUTURE OBLIGATIONS OF MORTGAGOR.

         TOGETHER with all structures and improvements now and hereafter on said
land, and the fixtures attached thereto; and the easements, riparian and
littoral rights and appurtenances thereunto belonging, or in any wise
appertaining; and all rents, issues, proceeds and profits accruing and to accrue
from said premises; and all gas and electric fixtures, heaters, air conditioning
equipment, machinery, boilers, ranges, elevators and motors, plumbing fixtures
and hardware, window screens, screen doors, venetian blinds, storm shutters and
awnings, pool pumps and motors and all other heating, cooking, refrigerating,
plumbing, cooling, ventilating, irrigating and power systems and appliances
which are now or may hereafter pertain to or be used with, in or on said
premises though they may be either detached or detachable.


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         TOGETHER with all furniture, furnishings, fixtures, and equipment
contained in or appurtenant to said premises, or which may hereafter from time
to time be placed therein, and any substitution or replacement thereof.

         TO HAVE AND TO HOLD the same, together with the tenements,
hereditaments, and appurtenances, unto the said BANK, in fee simple.

         AND THE SAID MORTGAGOR does hereby covenant with BANK that said
MORTGAGOR is indefeasibly seized with the absolute and fee simple title to said
property, and has full power and lawful authority to sell, convey, transfer and
mortgage the same; that it shall be lawful at any time hereafter for the BANK to
peaceably and quietly enter upon, hold, and occupy said property; that said
property is free and discharged from all other and prior liens, assessments,
judgements, taxes, and encumbrances; that said MORTGAGOR does hereby warrant the
title to said land and will defend the same against the lawful claims of all
persons whomsoever.

         PROVIDED ALWAYS that if the MORTGAGOR shall pay unto the BANK the total
sum of money aggregating to SEVEN MILLION TWO HUNDRED FORTY SIX THOUSAND FIVE
HUNDRED EIGHTY SIX AND NO/100 DOLLARS ($7,246,586.00), evidenced by the
PROMISSORY NOTE hereinbefore referred to, as well as any renewals, modifications
and extensions thereof, together with all sums secured hereby and shall pay all
other sums provided to be paid by this Mortgage, and shall perform, comply with
and abide by all the stipulations, agreements, conditions and covenants of said
PROMISSORY NOTE, of this Mortgage, and of all the related loan documents
delivered to the BANK in connection with the loan secured hereby (collectively
the "Loan Documents"), the estate hereby created shall cease and be null and
void.

            AND THE MORTGAGOR DOES HEREBY FURTHER COVENANT AND AGREE AS FOLLOWS:

1)       MORTGAGOR shall promptly pay when due, the principal and interest on
         the indebtedness evidenced by the PROMISSORY NOTE or Notes, the
         principal and interest on any Future Advances secured by this Mortgage,
         late charges if provided in the PROMISSORY NOTE and any other amounts
         due to the BANK by reason of any payment made in order to protect the
         BANK'S interest under the PROMISSORY NOTE or Notes, and this Mortgage.

2)       To pay all and singular the taxes, insurance, assessments, levies,
         liabilities, obligations, and encumbrances of every nature on said
         described property, each and every one when due and payable according
         to law, before they become delinquent and if the same shall not be
         promptly paid, the BANK, at its option and without obligation to do so,
         may pay the same without waiving or affecting the option to foreclose,
         or any rights hereunder and every payment so made shall bear interest
         from the date thereof at the maximum default rate as provided in the
         PROMISSORY NOTE secured hereby. The MORTGAGOR shall deliver to the BANK
         receipts evidencing the payment of said taxes, assessments, levies,
         etc., immediately upon the payment thereof as required under this
         Paragraph. Any such amounts paid by the BANK pursuant to this paragraph
         shall be secured by this mortgage.

3)       To keep the buildings now or hereafter on said land and the fixtures
         and personal property therein contained insured with a company or
         companies approved by the BANK, against loss by fire, windstorm, and
         such other casualties, for such period and for not less that such
         amount as BANK may require, but in no event less than the outstanding
         principal sum of the Promissory Notes or the full insurable value of
         the improvements and to pay promptly when due all premiums for such
         insurance. MORTGAGOR agrees to deliver renewal or replacement policies
         of any nature or replacement certificates of insurance to the BANK, at
         least ten (10) days prior to the expiration or anniversary date of the
         existing policies. The amounts of insurance required by the BANK shall
         be the minimum amounts for which said


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         insurance shall be written and it shall be incumbent upon the MORTGAGOR
         to maintain such additional insurances as may be necessary to meet and
         comply fully with all co-insurance requirements contained in said
         policies to the end that MORTGAGOR is not a co-insuror thereunder.

         The policy or policies shall be held by and be payable to said BANK,
         and the BANK shall have the option if destruction is over 50% of the
         value of the improvements, excluding the land, to receive and apply
         said payment on account of the indebtedness hereby secured, rather than
         to permit the MORTGAGOR to receive or use it, or any part thereof, for
         any purposes without thereby waiving or impairing the equity, lien or
         right under and by virtue of this Mortgage, and may place and pay such
         insurance or any part thereof without waiving or affecting the option
         to foreclose or any right hereunder, and each such payment shall bear
         interest at the maximum default rate as provided in the PROMISSORY NOTE
         secured hereby.

4)       To permit, commit, or suffer no waste, impairment, abandonment, or
         deterioration of said property, or any part thereof, and upon the
         failure of the MORTGAGOR to keep the buildings and/or the personal
         property located on the mortgaged premises in good condition or repair,
         the BANK may demand the immediate repair of said property, or the
         immediate repayment of the debt hereby secured, and the failure of the
         MORTGAGOR to comply with said demand of the BANK for a period of thirty
         (30) days, shall constitute a default of this Mortgage, and at the
         option of the BANK, it may immediately mature the entire amount of
         principal and interest hereby secured, and the BANK, immediately and
         without notice, may institute proceedings to foreclose this Mortgage
         and apply for the appointment of a receiver, as hereinafter provided.

5)       To perform, comply with and abide by all the stipulations, agreements,
         conditions, and covenants set forth in the PROMISSORY NOTE or Notes
         secured hereby and this Mortgage.

6)       To pay all and singular the costs, fees, charges, and expenses of every
         kind, including the cost of an abstract of title to said lands found to
         be necessary or expedient in connection with any suit for the
         foreclosure of this Mortgage, and also including, whether the BANK is
         obligated to pay same or not, reasonable attorney's fees incurred or
         expended at any time by the BANK because of the failure of the
         MORTGAGOR to perform, comply with, and abide by all or any of the
         covenants, conditions, and stipulations of said PROMISSORY NOTE, or
         this Mortgage, in the foreclosure of this Mortgage, or in collecting
         the amount secured hereby with or without legal proceedings, or in
         enforcing the terms, conditions, and covenants of this Mortgage with or
         without legal proceedings, and to reimburse the BANK for every payment
         made or incurred for any such purpose with interest from date of every
         such payment at the maximum default rate as provided in the PROMISSORY
         NOTE secured hereby; such payments and obligations, with interest
         thereon as aforesaid, shall be secured by the lien hereof.

7)       To comply with all federal, state, and local laws, rules and
         regulations, subdivision restrictions and the municipal zoning
         ordinances applicable to mortgaged property, now in effect or in the
         future; not to erect or permit to be erected any new buildings on the
         premises herein mortgaged or to add to or permit to be added to, make
         or permit to be made, any material structural alterations to any of the
         existing improvements thereon without the written consent of the BANK,
         and in the event of any violation or attempt to violate these
         stipulations, or any of them, and THE MORTGAGOR has not cured such
         violation within thirty (30) days written notice of same from THE BANK,
         this Mortgage and all sums secured hereby shall immediately become due
         and payable at the option of the BANK.

             MORTGAGOR AND BANK FURTHER AGREE TO THE FOLLOWING:


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8)       If any of the sums of money herein referred to are not promptly and
         fully paid within ten (10) days written notice after the same becomes
         due and payable, or if any of the other stipulations, agreements,
         conditions, and covenants contained in the PROMISSORY NOTE and this
         Mortgage, or either, are not fully performed, complied with and abided
         by after thirty (30) days written notice, same shall be considered a
         default of this Mortgage and the PROMISSORY NOTE, and the aggregate sum
         set forth in the PROMISSORY NOTE then remaining unpaid, with interest
         accrued to that time and unpaid, and all monies secured hereby, shall
         become due and payable forthwith, or thereafter, at the option of the
         BANK, as fully and completely as if all the said sums of money were
         originally stipulated to be paid on such day, anything in the
         PROMISSORY NOTE or in this Mortgage to the contrary notwithstanding;
         and thereupon or thereafter, at the option of the BANK, without notice
         or demand, suit at law or in equity may be prosecuted as if all monies
         secured hereby had matured prior to its institution.

9)       In the event the MORTGAGOR fails to pay any charges or obligations
         required to be paid by MORTGAGOR hereunder, within the time set forth
         for such payment, the BANK shall have the right to pay such charge or
         obligation without waiving or affecting the option of the BANK to
         consider this mortgage in default. Every such payment so made shall
         bear interest at the maximum default rate as provided in the PROMISSORY
         NOTE secured hereby, and every such payment shall be deemed additional
         monies owed by the MORTGAGOR to BANK, shall be payable on demand of the
         BANK therefore and shall be secured by the lien of this Mortgage.

10)      In the event of a default in any of the terms of this Mortgage and/or
         the filing of a Complaint to foreclose this or any other mortgage
         encumbering the within described property, the BANK shall be entitled
         to apply at any time without notice, pending such foreclosure suit, to
         the Court having jurisdiction thereof for the appointment of a receiver
         of all and singular the mortgaged property, and of all the rents,
         incomes, profits, issues and revenues thereof, from whatsoever source
         derived; and thereupon it is hereby expressly covenanted and agreed
         that the Court shall forthwith appoint a receiver of said mortgaged
         property, all and singular, and of such rents, incomes, profits, issues
         and revenues thereof, from whatsoever source derived, with the usual
         powers and duties of receivers in like cases; and such appointment
         shall be made by such Court as a matter of strict right to the BANK,
         and without reference to the adequacy or inadequacy of the value of the
         property hereby mortgaged, or to the solvency or the insolvency of the
         MORTGAGOR, and that such rents, profits, incomes, issues, and revenues
         shall be applied by such receiver to the payment of the mortgage
         indebtedness, costs, and charges, according to the order of such court.

11)      Notwithstanding the provisions of paragraph 10 hereof, all of the
         rents, deposits, revenues and profits arising out of the operation of
         the mortgaged property are, by the terms hereof, assigned to the BANK
         as further security for the payment of the indebtedness secured hereby,
         and no other instrument or documents need to be executed by the
         MORTGAGOR to effect such assignment. Any subsequent assignment of the
         rents, deposits, revenues, and profits of the mortgaged property, or
         any part thereof, shall at all times be inferior and subordinate to the
         assignment granted hereby and to the rights of the MORTGAGE hereunder.
         This assignment shall continue in effect until the indebtedness secured
         by this Mortgage is paid in full.

12)      Except in the ordinary course of business and delivered at the
         mortgaged premises, if all or any part of the property or an interest
         therein is sold, transferred, encumbered, or if there is a change in
         ownership of the mortgaged premises or of any property encumbered by
         this mortgage, or in the management, use and operation of the mortgaged
         premises or if there is a transfer or change of ownership of the
         property without BANK'S prior written consent,


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         BANK may, at BANK'S option, declare all the sums secured by this
         Mortgage to be immediately due and payable. BANK shall have waived such
         option to accelerate if, prior to the sale, transfer, encumbrance, or
         change of ownership, BANK and the person to whom the property is to be
         sold, encumbered, or transferred reach agreement in writing that the
         credit of such person is satisfactory to BANK and that the interest
         payable on the sums secured by this Mortgage shall be at such rate as
         BANK shall request.

13)      In the event the ownership of the mortgaged premises, or any part
         thereof, becomes vested in a person or entity other than the MORTGAGOR,
         the BANK may, without notice to the MORTGAGOR, deal with such successor
         or successors in interest with reference to this Mortgage and the debt
         hereby secured, in the same manner as with the MORTGAGOR, without in
         any way vitiating or discharging the MORTGAGOR'S liability hereunder or
         upon the debt hereby secured. No sale of the premises hereby mortgaged
         and no forbearance on the part of the BANK, and no extension of the
         time for the payment of the debt hereby secured given by the BANK,
         shall operate to release, discharge, modify, change, or affect the
         original liability of the MORTGAGOR herein, either in whole or in part.

14)      Time is of the essence and no waiver of any obligation hereunder, or of
         the obligation secured hereby, shall at any time hereafter be held to
         be a waiver of the terms hereof or of the Notes secured hereby.

15)      If foreclosure proceedings are instituted on any mortgage inferior to
         this Mortgage or if any foreclosure proceeding is instituted on any
         lien of any kind, the BANK may at its option immediately or thereafter
         declare this Mortgage and the indebtedness secured hereby, due and
         payable. If there is any mortgage superior to this Mortgage, then
         failure to pay said mortgage when due and in accordance with its terms
         or failure to abide by the terms at its option, may immediately or
         thereafter declare this Mortgage and the indebtedness hereby secured,
         due, and payable. Any modification of any mortgage superior to this
         Mortgage or waiver of any principal or interest payments on any note or
         mortgage superior to this Mortgage, including but not limited to the
         granting and acceptance of future advances pursuant thereto, shall be
         deemed a breach of the terms and covenants of this Mortgage and the
         BANK hereof may at its option declare this Mortgage and the
         indebtedness secured hereby due and payable.

16)      To the extent of the indebtedness of the MORTGAGOR to the BANK
         described herein or secured hereby, the BANK is hereby subrogated to
         the lien or liens and to the rights of the owners and holders thereof
         of each and every mortgage, lien, or other encumbrance on the land
         described herein which is paid and/or satisfied, in whole or in part,
         out of the proceeds of the loan described herein or secured hereby, and
         the respective liens of said mortgages, liens, or other encumbrances,
         shall be and the same and each of them is hereby preserved and shall
         pass to and be held by the BANK herein as security for the indebtedness
         to the BANK herein described or hereby secured, to the same extent that
         it would have been preserved and could have passed to and been held by
         the BANK had it been duly and regularly assigned, transferred, set
         over, and delivered unto the BANK by separate instrument of assignment,
         notwithstanding the fact that the same may be satisfied and canceled of
         record, it being the intention of the parties hereto that the same will
         be satisfied and canceled of record by the holders thereof at or about
         the time of the recording of this Mortgage.

17)      In order to accelerate the maturity of the indebtedness hereby secured
         because of the failure of the MORTGAGOR to pay any tax assessment,
         liability, obligation, or encumbrance upon said property as herein
         provided, it shall not be necessary nor requisite that the BANK shall
         first pay the same.

18)      The mailing of a written notice of demand, addressed to the owner of
         record of the mortgaged premises, directed to the said owner at the
         last address actually furnished to the BANK, and


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         mailed by United States Certified Mail, Return Receipt Requested, shall
         be sufficient notice and demand in any case arising under this
         instrument and required by the provisions hereof or by law. Notice to
         BANK if required hereunder, shall be deemed properly given when
         forwarded by Certified Mail, Return Receipt Requested, with sufficient
         postage affixed thereto and addressed to BANK at 780 NW 42nd Avenue,
         Miami, Florida.

19)      The Abstract of Title covering the mortgaged property shall belong to
         and remain in the possession of the BANK during the lien of this
         Mortgage, and in the event of the foreclosure of this Mortgage or other
         transfer of title of the mortgaged property in extinguishment of the
         indebtedness secured hereby, all right, title and interest of the
         MORTGAGOR in and to any such Abstract of Title shall pass to the
         purchaser or grantee.

20)      If the validity or lien of this Mortgage or the PROMISSORY NOTES
         secured hereby be contested by litigation or otherwise, of if any
         action or proceeding shall be commenced in which the BANK is made a
         party, the MORTGAGOR agrees to defend BANK with the BANK'S consent or
         otherwise pay to the BANK the cost of defending same, including a
         reasonable attorney's fee and attorneys' fees on appeal, together with
         interest at the maximum default rate as provided in the PROMISSORY
         NOTES secured hereby.

21)      MORTGAGOR does hereby agree to, protect, indemnify, defend and hold THE
         BANK and its directors, officers, agents, employees and attorneys
         harmless from and against any and all liability, loss, expense or
         damage of any kind or nature, including, without limitation, any
         liability or loss that may arise by reason of an incorrect legal
         description of the Property (Land), and from any suits, proceedings,
         claims, demands or damages (including attorneys' fees and expenses paid
         or incurred in connection therewith) arising out of any event of
         default of MORTGAGOR in connection with THE NOTE or NOTES, this
         Mortgage, the other Loan Documents or the Mortgaged Property. This
         indemnification shall survive the full payment and performance of the
         obligations.

22)      In the event that MORTGAGOR shall: (1) consent to the appointment of a
         receiver, trustee, or liquidator of all or a substantial part of
         MORTGAGOR'S assets, or (2) be adjudicated at bankruptcy, or admit in
         writing its inability to pay its debts as they become due, or (3) make
         a general assignment for the benefit of creditors, or (4) file a
         petition or answer seeking reorganization or arrangement with
         creditors, or to take advantage of any insolvency law, or (5) file an
         answer admitting the material allegations of a petition filed against
         the MORTGAGOR in any bankruptcy, reorganization or insolvency
         proceedings, or (6) action shall be taken by the MORTGAGOR for the
         purpose of effecting any of the foregoing, or (7) any order, judgment,
         or decree shall be entered upon an application of a creditor of
         MORTGAGOR by a court of competent jurisdiction approving a Petition
         seeking appointment of a receiver or trustee of all or a substantial
         part of the MORTGAGOR'S assets and such order, judgment, or decree
         shall continue unstayed and in effect for any period of thirty (30)
         consecutive days, the BANK may declare the PROMISSORY NOTES hereby
         secured forthwith due and payable, whereupon the principal of and the
         interest accrued on the PROMISSORY NOTES and all other sums hereby
         secured shall become forthwith due and payable as if all of the said
         sums of money were originally stipulated to be paid on such day; and
         thereupon the BANK without notice or demand may prosecute a suit at law
         and/or in equity as if all monies secured hereby had matured prior to
         its institution.

23)      The BANK may at any time, without notice to any person, grant to the
         MORTGAGOR any modification of any kind or nature whatsoever, release
         any person liable for payment of any indebtedness secured hereby, or
         allow any change or changes, substitution or substitutions of any of
         the property described in this Mortgage or any other collateral which
         may be held by the BANK without in any manner affecting the liability
         of the MORTGAGOR, of any


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         endorsers, and/or guarantors of the indebtedness hereby secured or any
         other person for the payment of said indebtedness, together with
         interest and any other sums which may be due and payable to the BANK,
         and also without in any manner affecting or impairing the lien of this
         Mortgage upon the remainder of the property and other collateral which
         is not changed or substituted; and it is also understood and agreed
         that the BANK may at any time, without notice to any person, release
         any portion of the property described in this Mortgage or any other
         collateral, or any portion of any other collateral which may be held as
         security for the payment of the indebtedness hereby secured, either
         with or without any consideration for such release or releases, without
         in any manner affecting the liability of the MORTGAGOR, the endorsers,
         and/or guarantors, and all other persons who are or shall be liable for
         the payment of said indebtedness, and without affecting, disturbing or
         impairing in any manner whatsoever the validity and priority of the
         lien of this Mortgage or the full amount of the indebtedness remaining
         unpaid, together with all interest and advances which shall become
         payable, upon the entire remainder of the mortgaged property which is
         unreleased, and without in any manner affecting or impairing to any
         extent whatsoever any and all other collateral security which may be
         held by the BANK. It is distinctly understood and agreed by the
         MORTGAGOR and the BANK that any release or releases may be made by the
         BANK without the consent or approval of any other person or persons
         whomsoever.

24)      Any agreement hereafter made by MORTGAGOR and BANK pursuant to this
         Mortgage shall be superior to the rights of the holder of any
         intervening lien or encumbrance.

25)      In the event the premises hereby mortgaged, or any part thereof, shall
         be condemned and taken under the power of eminent domain, the BANK
         shall have the right to demand that all damages awarded for the taking
         of or damages to said premises shall be paid to the BANK, its
         successors or assigns, up to the amount then unpaid on this Mortgage,
         and may be applied against the payment or payments last payable
         thereon.

26)      The MORTGAGOR will keep adequate records and books of account in
         accordance with generally accepted accounting principles and will
         permit the BANK, by its agents, accountants and attorneys, to visit and
         inspect the premises and examine the records and books of account of
         MORTGAGOR and to discuss the affairs, finances and accounts with
         MORTGAGOR at such reasonable times as may be requested by the BANK.

27)      The MORTGAGOR will, at the cost of the MORTGAGOR, and without expense
         to the BANK, do, execute, acknowledge, and deliver all and every such
         further acts, deeds, conveyances, mortgages, assignments, notices of
         assignments, transfers, and assurances as the BANK shall from time to
         time require, for the better assuring, conveying, assigning,
         transferring and confirming unto the BANK the property and rights
         hereby conveyed or assigned or intended now or hereafter so to be, or
         which the MORTGAGOR may be or may hereafter become bound to convey or
         assign to the BANK, or for carrying out the intention or facilitating
         the performance of the terms of this Mortgage and/or any other loan
         documents, or for filing, registering, or recording this Mortgage
         and/or any other loan documents, and, on demand, will execute and
         deliver, and hereby authorizes the BANK to execute in the name of the
         MORTGAGOR to the extent it may lawfully do so, one or more financing
         statements, chattel mortgages or comparable security instruments, to
         evidence more effectively the lien hereof upon the mixed or personal
         property.

28)      The MORTGAGOR forthwith upon the execution and delivery of this
         Mortgage and thereafter from time to time, will:

         a)       cause this Mortgage, and any security instrument creating a
                  lien or evidencing the lien hereof upon the real and/or
                  personal property and each instrument of further assurance to
                  be filed, registered or recorded in such manner and in such
                  places as may be required by


                                       7
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                  any present or future law in order to publish notice of and to
                  fully protect the lien and interest of the BANK in the
                  mortgaged property; and

         b)       pay all filing, registration, or recording fees, and all
                  expenses incident to the preparation, execution, and
                  acknowledgment of this Mortgage, any mortgage supplemental
                  hereto, any security instrument with respect to the chattels,
                  and any instrument of further assurance, and all federal,
                  state, county municipal stamp taxes and other taxes, duties,
                  imposts, assessments, and charges arising out of or in
                  connection with the execution and delivery of the PROMISSORY
                  NOTES, this Mortgage, any mortgage supplemental hereto, any
                  security instrument with respect to the chattels, or any
                  instrument of further assurance.

29)      The MORTGAGOR will pay, from time to time when the same shall become
         due, all claims and demands of mechanics, materialmen, laborers, and
         others which, if unpaid, might result in, or permit the creation of, a
         lien on the mortgaged property, whether paramount or subordinate to
         this Mortgage, or any part thereof, or on the revenues, rents, issues,
         income and profits arising therefrom, and in general will do or cause
         to be done everything necessary so that the lien of this Mortgage shall
         be fully preserved, at the cost of the MORTGAGOR, without expense to
         the BANK.

         The claims of mechanics, materialmen and/or laborers which may give
         rise to mechanics' liens shall be released, discharged or bonded by
         MORTGAGOR with a cash or surety bond in the amount required by law for
         the bonding of mechanics' liens within thirty (30) days of the
         recording of the claim of lien.

30)      The MORTGAGOR shall, within five (5) days after written demand by the
         BANK, execute in such form as shall be required by the BANK, an
         estoppel certificate and waiver of defenses duly acknowledged, setting
         forth the amount of principal and interest unpaid under the PROMISSORY
         NOTES and the general status of this Mortgage.

31)      This Mortgage shall constitute a security agreement under the Uniform
         Commercial Code as it presently exists and may hereafter exist in the
         State of Florida. The MORTGAGOR hereby gives and grants unto the BANK a
         security interest in and to the furniture, fixtures, essential
         equipment, inventory, licenses, permits and contract rights necessary
         and normally used in the operation of the mortgaged premises. MORTGAGOR
         further agree to execute and deliver to the BANK, simultaneously with
         the execution and delivery of this Mortgage, or at any other time at
         the request of BANK, any and all Uniform Commercial Code Financing
         Statements reasonably required by the BANK to effect the purposes and
         intent of this paragraph.

32)      If this Mortgage and the PROMISSORY NOTES secured hereby be modified,
         extended, renewed, or in any other manner altered at the request of
         MORTGAGOR or any other party obligated hereunder or under the
         PROMISSORY NOTES secured hereby or upon agreement with the BANK,
         MORTGAGOR shall pay to the BANK any and all costs of such modification,
         extension or renewal, including but not limited to title review,
         Uniform Commercial code review, additional cost of recording, and such
         attorneys' fees as may be incurred by the BANK for such modification,
         extension, or renewal.

33)      In the event any one or more of the provisions contained in this
         MORTGAGE or in the PROMISSORY NOTES or in any other loan document shall
         for any reason be held to be inapplicable, invalid, illegal or
         unenforceable in any respect, such inapplicability, invalidity,
         illegality, or unenforceability shall, at the option of the BANK, not
         affect any other provision of this Mortgage, but this Mortgage shall be
         construed as if such inapplicable, invalid, illegal, or unenforceable
         provision had never been contained herein or therein.


                                       8
<PAGE>

34)      All of the grants, covenants, terms, provisions, and conditions herein
         shall run with the land and shall apply to, bind and inure to the
         benefit of, the successors and assigns of the MORTGAGOR and the
         successors and assigns of the BANK.

35)      This Mortgage or any of the terms hereunder cannot be modified orally.

36)      This Mortgage shall be governed by the laws of the State of Florida.

37)      Any sum or sums which may be loaned or advanced by the BANK to the
         MORTGAGOR at any time during the term of this Mortgage or of the
         PROMISSORY NOTES secured hereby but within the time limit authorized by
         Florida law for making valid future advances, together with interest
         thereon at the rate agreed upon at the time of such loan or advance,
         shall be equally secured with and have the same priority as the
         original indebtedness and be subject to all the terms and provisions of
         this Mortgage; provided, that the then aggregate amount of principal
         outstanding shall not exceed five times the original principal sum
         secured hereby.

38)      It is the intent hereof to secure payment of the Notes and obligation
         secured hereby whether the entire amount shall have been advanced to
         the MORTGAGOR on the date hereof, or at a later date, and to secure any
         other amount or amounts that may be added to the mortgage indebtedness
         under the terms of this instrument, or advanced in the future. The
         total amount of indebtedness secured hereby may decrease or increase
         from time to time but the total unpaid balance so secured at any one
         time shall not exceed five times the original principal sum secured
         hereby together with interest accrued thereon and any disbursements
         made for the payment of taxes, levies, insurance premiums or advances
         made by the BANK as herein elsewhere provided for the protection of the
         property covered by the lien of this Mortgage, with interest thereupon;
         and this Mortgage shall secure any and all additional or further monies
         which may be advanced by the BANK, which future advances of money, if
         made, shall be evidenced by a Note or Notes executed by the MORTGAGOR
         to the BANK bearing such rate of interest and with such maturities as
         shall be determined from time to time, but any and all such future
         advances secured by this Mortgage shall be made within the time limit
         authorized by Florida law for making valid future advances. Nothing
         herein contained shall be deemed an obligation on the part of the BANK
         to make any future advances.

39)      If at any time the State of Florida shall determine that the
         documentary stamps affixed to the Note or hereto or the taxes paid on
         this Mortgage are insufficient and that additional stamps or taxes
         should thereafter be affixed or paid, the MORTGAGOR shall pay for the
         same, together with any interest or penalties imposed in connection
         with such determination, and the amount of money needed to pay for such
         stamps or taxes and penalties shall, until such stamps are purchased
         and affixed and such taxes and penalties paid, be a portion of the
         indebtedness secured by this Mortgage and bear interest from the date
         of such determination at the maximum default rate as provided in the
         PROMISSORY NOTES secured hereby.

40)      Any payment made in accordance with the terms of this Mortgage by any
         person at any time liable for the payment of the whole or any part of
         the sums now or hereafter secured by this Mortgage, or by any
         subsequent owner of the premises, or by any other person whose interest
         in the premises might be prejudiced in the event of a failure to make
         such payment, or by any stockholder, officer, or director of a
         corporation which at any time may be liable for such payment or may own
         or have such an interest in the premises, shall be deemed, as between
         the BANK and all persons who at any time may be liable as aforesaid, or
         may own the premises, to have been made on behalf of all such persons.

41)      Acceptance by the BANK of any payment which is less than full payment
         of all amounts due and payable at the time of such payment, even if
         made by one other than the obligor, shall not constitute a waiver of
         the MORTGAGEE'S right to exercise its option to declare the whole of


                                       9
<PAGE>

         the principal sum then remaining unpaid, together with all accrued
         interest thereon, immediately due and payable without notice, or any
         other rights of the BANK except as to the extent otherwise provided by
         law.

42)      The rights of the BANK arising hereunder or allowed or permitted to the
         BANK by law, shall be separate, distinct and cumulative, and the
         selection of one remedy shall not preclude the selection of another or
         other remedies until the BANK shall have recovered all sums due it,
         together with the appropriate interest thereon, and all costs of
         collections, including attorney's fees and appellate attorney's fees.

43)      Wherever used in this Mortgage, unless the context clearly indicates a
         contrary intent or unless otherwise specifically provided herein, the
         word "MORTGAGOR" shall mean "Mortgagor and/or any subsequent owner or
         owners of the premises"; the word "BANK" shall mean "OCEAN BANK or any
         subsequent holder or holders of this Mortgage"; the word "PROMISSORY
         NOTE" shall mean "Note or Notes of even date herewith secured by this
         Mortgage, and any additional Notes hereafter to be issued, secured by
         this Mortgage pursuant to the future advance provision hereof"; the
         word "person" shall mean "an individual, corporation, partnership or
         unincorporated association, joint stock corporation and joint venture",
         and pronouns of any gender shall include the other genders, and either
         the singular or the plural shall include the other. If the MORTGAGOR
         consists of more than one person, the obligations and liabilities of
         each such person hereunder shall be joint and several.

44)      If at any time any of the buildings or the improvements or the
         equipment now or hereafter located on or in the premises be unprotected
         or unguarded, or the premises be allowed to remain vacant or deserted
         for more than seven (7) days after notice from BANK to MORTGAGOR, the
         BANK may, at its option, employ watchmen for the premises and expend
         any monies deemed by it necessary to protect the premises and the
         building and improvements thereon and the personal property therein
         from waste, vandalism and other hazards, depredation or injury, and the
         amount of any monies expended for such purposes with interest at the
         maximum default rate as provided in the PROMISSORY NOTES secured
         hereby, and payment of sums so expended shall be due and payable by
         MORTGAGOR to the BANK on demand and be added to the indebtedness and be
         secured by this Mortgage.

45)      MORTGAGOR represents, warrants, covenants and agrees to perform all of
         the obligations to be performed by MORTGAGOR under this Mortgage, the
         PROMISSORY NOTES secured hereby and any other instrument evidencing
         and/or securing the indebtedness secured hereby.

46)      THE MORTGAGOR hereby agrees that it will not obtain any secondary
         financing on the mortgaged property which secures the loan from THE
         BANK to THE MORTGAGOR, or otherwise encumber said property without the
         prior written consent of THE BANK.

47)      TAX AND INSURANCE ESCROW: If this Mortgage or the Promissory Notes
         secured hereby are in default, and if required by THE BANK, MORTGAGOR
         shall pay to THE BANK on the payment due date of each payment as
         provided in THE NOTE, any assessments or charges imposed upon the
         Mortgaged Property or any part thereof by any party, whether public or
         private, (hereinafter referred to as "Impositions") together with and
         in addition to such payments, a payment representing the amount of the
         Impositions and insurance premiums for such insurance as is required by
         THE BANK, next due on the Mortgaged Property in an amount sufficient,
         as estimated by THE BANK, to accumulate the sum required to pay such
         Impositions and insurance, as applicable, thirty (30) days prior to the
         due date thereof. Amounts held hereunder shall not be, nor be deemed to
         be, trust funds, but may be commingled with the general funds of THE
         BANK, and no interest shall be payable with respect thereto. Upon
         demand of THE BANK, MORTGAGOR shall deliver to


                                       10
<PAGE>

         THE BANK within ten (l0) days after such demand, such additional money
         as is necessary to make up any deficiencies in amounts necessary to
         enable THE BANK to pay such Impositions and insurance premiums when
         due. In case of an even of default, THE BANK may apply any amount under
         this section remaining to MORTGAGOR'S credit to the reduction of THE
         NOTE, at such times and in such manner as THE BANK shall determine.

48)      ENVIRONMENTAL CONDITION OF PREMISES: Environmental Condition of
         Property. MORTGAGOR hereby warrants and represents to THE BANK after
         thorough investigation that:

         a)       the Premises are now and at all times hereafter will continue
                  to be in full compliance with all Federal, State and local
                  environmental laws and regulations, including but not limited
                  to, the Comprehensive Environmental Response, Compensation and
                  Liability Act of l980 (CERCLA), Public Law No. 96-5l0, 94
                  Stat. 2767, and the Superfund Amendments and Reauthorization
                  Act of l986 (SARA), Public Law No. 99-499, 100 Stat. l6l3; and

         b)       as of the date hereof there are, to its knowledge after
                  investigation, no hazardous materials, substances, waste or
                  other environmentally regulated substances (including without
                  limitations, any materials containing asbestos) located on, in
                  or under the Premises or used in connection therewith, or

         c)       MORTGAGOR has fully disclosed to THE BANK in writing the
                  existence, extent and nature of any such hazardous material,
                  substance, waste or other environmentally regulated substance,
                  currently present or which MORTGAGOR is legally authorized and
                  empowered to maintain on, in or under the Premises or use in
                  connection therewith, MORTGAGOR has obtained and will maintain
                  all licenses, permits and approvals required with respect
                  thereto, and is and will remain in full compliance with all of
                  the terms, conditions, and requirements of such licenses,
                  permits and approvals. MORTGAGOR further warrants and
                  represents that it will promptly notify THE BANK of any change
                  in the environmental, condition of the Premises or in the
                  nature or extent of any hazardous materials, substances or
                  wastes maintained on, in or under the Premises or used in
                  connection therewith, and will transmit to THE BANK copies of
                  any citations, orders, notices or other material governmental
                  or other communication received with respect to any other
                  hazardous materials, substances, waste, or other
                  environmentally regulated substance affecting the Premises.

         MORTGAGOR hereby indemnifies and holds harmless THE BANK from and
         against any and all damages, penalties, fines, claims, suits,
         liabilities, costs judgments and expenses (including attorneys',
         consultant's or expert's fees) of every kind and nature incurred,
         suffered by or asserted against THE BANK as a direct or indirect result
         of:

         a)       MORTGAGOR any warranty or representation made by MORTGAGOR in
                  this paragraph being or becoming false or untrue in any
                  material respect or

         b)       any requirement under the law, regulation or ordinance, local,
                  state or federal, regarding the removal or elimination of any
                  hazardous materials, substances, waste or other
                  environmentally regulated substances.

         MORTGAGOR'S obligations hereunder shall not be limited to any extent by
         the term of THE NOTE, and, as to any act or occurrence prior to payment
         in full and satisfaction of said NOTE which gives rise to liability
         hereunder, shall continue, survive and remain in full force and effect
         notwithstanding foreclosure of this Mortgage, where THE BANK is the
         purchaser at the foreclosure sale, or delivery of a deed in lieu of
         foreclosure to THE BANK.


                                       11
<PAGE>

49)      Upon improvement of the property and sale of the individual units
         and/or lots, MORTGAGOR will be entitled to partial releases from the
         lien of this Mortgage, provided that the Mortgage is in good standing
         and free from default, upon the payment to the BANK of the amounts as
         specified in the Construction Loan Agreement between BANK and MORTGAGOR
         herein.

         IT IS FURTHER RECOGNIZED THAT IN THE EVENT THE MORTGAGOR REQUESTS THE
         BANK TO ISSUE STAND-BY LETTER/S OF CREDIT GUARANTEEING A BENEFICIARY
         THAT FUNDS WILL BE AVAILABLE TO COMPLETE CERTAIN WORK OBLIGATIONS
         REQUIRED TO BE PERFORMED BY THE MORTGAGOR, THE STAND-BY LETTER/S OF
         CREDIT WILL BE SECURED BY THIS MORTGAGE.

         ONCE THE LOAN SECURED BY THIS MORTGAGE, IS PAID OFF PURSUANT TO THE
         TERMS OF PAYMENT OF THE NOTE AND THE RELEASE PROVISION HEREINABOVE
         DESCRIBED, THE MORTGAGOR FURTHER AGREES TO CONTINUE PAYING THE BANK THE
         RELEASE PRICE STIPULATED HEREIN, AND THE BANK AGREES TO SET ASIDE SAID
         FUNDS IN AN INTEREST-BEARING SAVINGS ACCOUNT UNTIL SUCH TIME AS SAID
         ACCOUNT HAS REACHED THE OUTSTANDING BALANCE OF THE STAND-BY LETTER/S OF
         CREDIT ISSUED BY THE BANK IN FAVOR OF THE BENEFICIARY. THE FUNDS
         DEPOSITED INTO SAID INTEREST BEARING SAVINGS ACCOUNT WILL SERVE AS
         COLLATERAL FOR THE STAND-BY LETTER/S OF CREDIT. AS THE OBLIGATIONS OF
         THE STAND-BY LETTER/S OF CREDIT ARE REDUCED, THE MORTGAGOR MAY WITHDRAW
         FUNDS FROM SAID ACCOUNT; PROVIDED THAT THE REMAINING BALANCE OF THE
         INTEREST BEARING ACCOUNT IS NOT LESS THAN THE OUTSTANDING BALANCE OF
         THE STAND-BY LETTER/S OF CREDIT.

50)      An interest reserve in the amount of $400,000.00 has been established
         for this transaction. This sum is to be allocated to the interest
         payments due under the loan and shall be disbursed once a month, as per
         invoices of THE BANK. Once this reserve is depleted, any excess of the
         interest payments due under the loan shall be paid out of THE
         MORTGAGOR'S own funds to THE BANK when due. In the event that actual
         construction has not taken place within six months after closing of
         this loan, the interest reserve funds will become frozen until a new
         approval is obtained from THE BANK.

51)      Mortgagor agrees it will fully perform, comply with and abide by each
         and every one of the terms, covenants and agreements contained and set
         forth in the certain Mortgage Loan Commitment by and between the
         parties hereto, dated May 2, 2001, accepted May 17, 2001, together with
         any further modifications or amendments thereof, relating to this
         Mortgage loan, executed copies of which are in the possession of the
         Mortgagor and Mortgagee. Any default under or breach by Mortgagor of
         said Mortgage Loan Commitment and amendments thereto, if any, or other
         loan documents shall, at the option of the Mortgagee, be an Event of
         Default under the terms of this Mortgage.

52)      In order to induce the BANK to make the loan, MORTGAGOR represents and
         warrants that: (a) except as previously or concurrently disclosed in
         writing to the BANK, there are no actions, suits or proceedings pending
         or threatened against or affecting any Mortgagor or any portion of the
         premises, or involving the validity or enforceability of this Mortgage
         or the priority of its lien, before any court of law or equity or any
         tribunal, administrative board or governmental authority, and no
         Mortgagor is in default under any other indebtedness or with respect to
         any order, writ, injunction, decree, judgment or demand of any court or
         any governmental authority; (b) the execution and delivery of the Note,
         this Mortgage and all


                                       12
<PAGE>

         other Loan Documents do not and shall not (i) violate any provisions of
         any law, rule, regulation, order, writ, judgment, injunction, decree,
         determination, or award applicable to any Mortgagor, nor (ii) result in
         a breach of, or constitute a default under any indenture, bond,
         mortgage, lease, instrument, credit agreement, undertaking, contract or
         other agreement to which any Mortgagor is a party or by which any of
         them or their respective properties may be bound or affected; (c) the
         Note, this Mortgage and all other Loan Documents constitute valid and
         binding obligations of the Mortgagor executing the same, enforceable
         against such Mortgagor in accordance with their respective terms; (d)
         all financial statements of the Mortgagors previously delivered to the
         BANK have been prepared in accordance with generally accepted
         accounting principles consistently applied and fairly present the
         correct respective financial conditions of the Mortgagor as of their
         respective dates, and the foregoing shall be true with respect to all
         financial statements of the Mortgagor delivered to Mortgagee hereafter;
         (e) there is no fact that the Mortgagor have not disclosed to the BANK
         in writing that could materially adversely affect their respective
         properties, businesses or financial conditions or the premises, or any
         other collateral for the Loan; (f) the Mortgagor have duly obtained all
         permits, licenses, approvals and consents from, and made all filings
         with ,any governmental authority (and the same have not lapsed nor been
         rescinded or revoked) which are necessary in connection with the
         execution or delivery or enforcement of this Mortgage or any other Loan
         Document or the performance of any Mortgagor's obligations thereunder;
         (g) the proceeds of the Loan are not being used to purchase or carry
         any "margin stock" within the meaning of the Regulation "U" of the
         Board of Governors of the Federal Reserve System, nor to extend credit
         to others for that purpose; and (h) each extension of credit secured by
         this Mortgage is exempt from the provisions of the Federal Consumers
         Credit Protection Act (Truth-in-Lending Act) and Regulation "Z" of the
         Board of Governors of the Federal Reserve System, because Mortgagor is
         a person fully excluded therefrom, and/or because said extension of
         credit is only for business or commercial purposes of Mortgagor and is
         not being used for personal, family, household or agricultural
         purposes. Mortgagor acknowledges and agrees that the BANK is relying on
         the representations and warranties in this Mortgage and all other Loan
         Documents as a precondition to making the Loan, and that all such
         representations and warranties shall survive the closing of the Loan
         and any bankruptcy proceedings.

53)      THE BANK AND THE MORTGAGOR 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.

54)      THE BANK AND THE MORTGAGOR HEREBY KNOWINGLY, VOLUNTARILY AND
         INTELLIGENTLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY WITH
         RESPECT TO ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN
         CONNECTION WITH THIS 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) OR ACTIONS OF EITHER
         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 THE
         BANK EXTENDING CREDIT TO BORROWER. IT IS EXPRESSLY AGREED THAT NO PARTY
         OR ENTITY HAS REPRESENTED THAT THIS WAIVER WILL NOT BE ENFORCED.

55)      VENUE AND JURISDICTION SHALL BE IN PALM BEACH COUNTY, FLORIDA, FOR ANY
         AFFIRMATIVE OR DEFENSIVE LEGAL PROCEEDINGS IN


                                       13
<PAGE>

         CONNECTION WITH THIS DOCUMENT AND/OR ANY OTHER DOCUMENT SIGNED BY THE
         MORTGAGOR IN FAVOR OF THE BANK.


         IN WITNESS WHEREOF, the MORTGAGOR has, on the day and year first above
written, executed these presents.

Signed, sealed, and deliver                   ORIOLE HOMES CORP., a Florida
in the presence of:                           corporation.
                                              1690 S. Congress Avenue, #200
                                              Delay Beach, FL    33445



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



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



STATE OF FLORIDA           }
                           }  ss:
COUNTY OF MIAMI-DADE       }


         THE FOREGOING instrument was acknowledged before me this _____ day of
____________________________, 2001, by MARK A. LEVY AND H.A. LEVY, as President
and Secretary, respectively, of ORIOLE HOMES CORP., a Florida corporation, on
behalf of the corporation. They have produced Florida drivers' licenses as
identification.


                                              ----------------------------------
                                              ENI F. CALVINO
                                              NOTARY PUBLIC, STATE OF FLORIDA


My Commission Expires:


                                       14