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                                                                   EXHIBIT 10.46

THIS INSTRUMENT PREPARED BY:
LUIS A. CONSUEGRA, ESQ
OCEAN BANK, LEGAL DEPT.
780 NW 42 AVENUE, #300
MIAMI, FL  33126

                           CONSTRUCTION LOAN AGREEMENT

         THIS AGREEMENT, made and entered into this 16th day of July, 2001, by
and between, ORIOLE HOMES CORP., a Florida corporation, hereinafter called the
"Borrower", which said term "Borrower" shall be construed singular or plural,
masculine or feminine, and corporate, partnership or individual, whichever the
context hereof requires or admits, and OCEAN BANK, A STATE BANKING CORPORATION,
its successors and assigns, hereinafter called the "Lender"

         WITNESSETH:

         WHEREAS, THE BORROWER is vested with fee simple title to that certain
property situate in the County of Palm Beach, State of Florida, known and
described as follows:

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

and the said Borrower desires to improve said property above-described as set
forth in the plans and specifications and in the application for the mortgage
loan and said Borrower is without sufficient funds with which to effect said
development, and said Lender, as hereinafter provided, has agreed to make a loan
to said Borrower on the terms and conditions hereinafter set forth but not
otherwise; and

         WHEREAS, simultaneously with the execution and delivery hereof the
Borrower has made, executed and delivered to the Lender those certain promissory
notes of even date herewith in the principal sum of $2,296,586.00 and
$4,950,000.00 (hereinafter collectively "notes") due on or before the date
specified therein, and a certain first mortgage deed of even date securing the
payment of such note and encumbering the property hereinabove described, and
said notes and mortgage deed are intended to serve to evidence and secure said
loan;

         NOW, THEREFORE, in consideration of the execution and delivery of said
notes and mortgage and of the agreement of said Lender to make said development
loan, and of the mutual and separate agreements, covenants and warranties of the
parties hereto, it is agreed, covenanted and warranted by and between the
parties hereto as follows:

1.       THE BORROWER covenants, warrants and agrees:


                                  Page 1 of 12

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A.       The Borrower is indefeasibly seized of said described property in fee
         simple and has full power and lawful right to convey the same free and
         clear of all encumbrances, except as to current taxes not yet due and
         payable, and further subject to the covenants and restrictions of
         record, which covenants and restrictions contain no rights of reverter
         or forfeiture of title in case of violation thereof.

B.       The Borrower covenants and warrants that even though improvements have
         been erected on the property, there are no outstanding invoices for any
         materials, labor or other matters which could create a lien against the
         property superior to the mortgage in favor of Lender.

C.       The Borrower shall also furnish the Lender at Borrower's expense
         forthwith, and prior to the disbursement of any funds from the
         development loan account a policy for title insurance insuring all of
         mortgaged property in the aggregate sum of the mortgage indebtedness
         hereinbefore mentioned. Such policy shall be in a company acceptable to
         the Lender and shall agree to insure to the Lender or its nominee or
         assignee that said mortgage is a valid lien on said property, with the
         Borrower vested with a marketable and insurable fee simple title free
         and clear of all exceptions whatsoever except said mortgage and current
         taxes not yet due and payable. The Borrower shall furnish the Lender at
         Borrower's expense a current print or prints of survey showing said
         property vacant and free from encroachments and, upon the completion of
         said improvement, a print or prints of survey showing said improvement
         properly located in said property to show that any covenants and
         restrictions and zoning ordinances affecting said property have not
         been violated by the improvement of said lands. All surveys shall be
         made by a civil engineer or surveyor acceptable to the title insurance
         company and to the Lender and shall be certified to each.

D.       If said title policy or any of the surveys shall show the title to the
         aforesaid premises to be defective so as not to be marketable and
         insurable as aforesaid or not as warranted above, or so encumbered or
         defective that said mortgage is not a first lien, THE BORROWER shall
         within twenty (20) days after notice from the Lender is mailed to the
         BORROWER pointing out the defects or objections, remove all such
         defects so that the title will be acceptable to the Lender and
         marketable and insurable as aforesaid. If the defects cannot be cured
         and the encumbrances removed and the title made marketable and
         insurable as aforesaid, this agreement shall, at the option of the
         Lender, be null and void and of no force and effect, and in that event
         the Borrowers expressly agree to reimburse the Lender for all costs and
         expenses incurred by them in connection with such mortgage and this
         agreement, including reasonable attorney's fees, same to be immediately
         due and payable and secured by the lien of said mortgage.

E.       The Borrower shall furnish and pay the premiums for, from the
         commencement of development, fire and extended coverage insurance and
         insurance against such other hazards including flood insurance, if
         necessary, as well as builder's risk insurance, as shall be required by
         the Lender, in a company or companies acceptable to the Lender, in the
         full insurable value of the buildings and improvements and covering the
         same, said policies to be in such amount and form so that Lender will
         be a co-insured. Loss under such insurance shall be payable first to
         Lender to extent of its interest and lien, unless proceeds are applied
         for restoration as provided in the Mortgage. The Borrower shall furnish
         at its expense such worker's compensation, builder's risk and liability
         insurance as may be required by law and the Lender.


                                  Page 2 of 12

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F.       The Borrower shall, in a true, thorough, workmanlike and substantial
         manner, improve the above-described property in accordance with the
         plans and specifications therefor heretofore submitted to the Lender
         and approved by it, which plans and specifications shall be construed
         together in such manner so that any work, structures, or parts thereof
         exhibited in the plans and not mentioned in the specifications, or vice
         versa, are to be constructed and erected as if they were exhibited in
         the plans and mentioned in the specifications. The Borrower shall fully
         equip said building(s) and improvements and install and pay for any
         fixtures and materials and complete and pay for any landscaping, walls,
         drives, approaches or walks required by said plans or specifications or
         the mortgage loan or certificates of reasonable value hereinafter
         mentioned or described in the loan application, and place in said
         building(s) and improvements and pay for any chattels, furniture,
         furnishings or equipment as required by said plans or specifications or
         mentioned or described in the loan application. The Borrower, at its
         own cost, charge and expense shall pay for all materials, labor,
         scaffolding, implements and cartage of every description for the due
         performance of the several work and the complete development of said
         land, herein contracted to be performed by the Borrower. Borrower shall
         not make any changes in the plans or specifications or deviate
         therefrom except changes in the amount of $10,000.00 per item or
         $25,000.00 in the aggregate for each building, except with the written
         consent of the Lender, which consent shall not be unreasonably
         withheld.

G.       The Borrower shall take all necessary steps to assure that development
         of said land shall proceed continuously and diligently, and in all
         events shall complete development of said land, and perform all
         covenants and promises contained in the preceding sub-paragraph (F)
         hereof not later than eighteen (18) months from date of first
         disbursement unless extension are exercised pursuant to the promissory
         notes.

H.       The Borrower covenants and warrants that all necessary licenses or
         permits have been obtained to permit the completion of said land
         development and that all materials purchased for delivery to said
         property and for use in said development, and all labor contracted or
         hired for or in connection with said development shall be used and
         employed solely on said property and in said development and only in
         accordance with said plans and specifications. Copies of the necessary
         permits shall be furnished by Borrower to Lender forthwith prior to any
         disbursement of funds pursuant to the Agreement.

I.       The Borrower agrees to comply with all federal, state and local laws,
         rules and regulations of any nature whatsoever, applicable zoning
         ordinances and subdivision restrictions, now in effect or in the
         future.

J.       The Borrower shall furnish, on completion of construction on said
         property duly notarized, all receipted bills, certificates, affidavits,
         claims of liens and other documents which may be required by the lien
         laws of the State of Florida or which shall be required by the Lender
         or the title insurance company as evidence of full payment for all
         labor and materials incident to said construction and of said land from
         all liens therefor.

K.       The Borrower shall supervise the improvement of said land without
         charge or deduction for such services.

L.       The Borrower shall comply with and perform each and every one of the
         provisions, terms, requirements, conditions, and contingencies embodied
         in that certain mortgage loan commitment covering said property, issued
         by Lender and identified by date and amount as follows:


                                  Page 3 of 12

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         DATE OF COMMITMENT                            AMOUNT

         May 2, 2001                                   $ 7,246,586.00


         and shall execute all instruments required to fully comply with and
         perform same and shall abide by, complete and carry out all the
         Borrowers' representations, proposals and obligations made by and in
         the application for such mortgage loan commitment. A copy of the
         aforementioned commitment letter is attached hereto, made a part hereof
         and marked EXHIBIT "B".

M.       The Borrower shall furnish Lender at Lender's request forthwith and
         pursuant to this Agreement, duly executed copies of the contract
         between contractor, Borrower and any other contracts and/or
         sub-contracts between lienors and/or materialmen and Borrower.

2.       Funds represented by the aforesaid mortgage indebtedness shall be
         disbursed and advanced by the Lender from time to time as follows:

A.       Subject to the provisions hereof, such funds shall be disbursed and
         advanced by the Lender from time to time as follows:

         (i)      Disbursements with respect to construction costs shall be made
         as the development of the land has progressed. The funds to be drawn
         during the term of this loan will be disbursed to Borrower monthly or
         more often if Lender so agrees in writing on a direct payment basis as
         work progresses upon receipt by Lender of properly executed draw
         requests acceptable to Lender both as to form and substance together
         with bills and/or lien waivers which are to be accompanied by a clear
         current title search certification issued by a title insurance company
         acceptable to Lender. In addition, Lender shall receive prior to any
         disbursement a certification from Lender's approved engineer and/or
         inspector indicating thereon the value of the work in place. The costs
         of disbursements and inspections are to be paid by Borrower.


         (ii)     Lender may, in its sole discretion, establish a five percent
         (5%) "hold-back" requirement for the disbursements of the funds
         hereunder.

B.       From the amount of the first advance or each advance or disbursement
         aforesaid, there may be deducted before same is advanced or disbursed,
         at the option of the Lender, all interest, costs, charges, fees,
         brokerages, commissions or expenses owing the Lender by the Borrower
         incident to the construction loan.

C.       Notwithstanding the provisions of sub-paragraph A last above and prior
         to the disbursement of any funds as set forth in said sub-paragraph A,
         the Borrower shall expend of Borrower's own funds the sum necessary to
         complete the improvement on such land over and above the amount to be
         advanced hereunder, in such amount as Lender's inspector in its sole
         discretion shall determine on account of the construction costs of the
         land and improvements and the costs of chattels, or equipment, if any,
         required by the aforesaid mortgage loan commitment as to such land (not
         including, however, cost of land or cost of any chattels or equipment
         which are not required to be pledged by said mortgage loan commitment),
         and the Borrower shall submit to the


                                  Page 4 of 12

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         Lender evidence satisfactory to it that said sum was expended from
         Borrower's own funds and not from any secondary financing involving any
         of the property described above or the improvements to be made thereon.
         Only after the Borrower complies with the foregoing terms of this
         sub-paragraph shall the Lender be obligated to make any disbursements
         under said sub-paragraph A. Should Borrower not agree with the report
         of Lender's inspector, Borrower may request that Lender choose a second
         inspector to review or re-determine the amounts necessary to complete
         the construction. Should Lender and Borrower disagree with these
         reports, the two inspectors will choose a third inspector and the
         determinations of the third inspector will be binding on the Lender and
         the Borrower.

D.       Notwithstanding any other provision hereof, the Lender shall be
         entitled at its option to refuse to make any disbursements hereunder,
         or to withhold a part of any disbursements, for such time that the
         Borrower shall fail to perform or comply with any condition,
         contingency or requirement of the above-mentioned mortgage loan.

E.       Said funds shall be disbursed in accordance with all of the standard
         controls typically placed upon the disbursement of construction
         proceeds by Lender. Disbursements will be made in accordance with the
         Lender's stage payment plan or directly to the contractor,
         subcontractor and/or supplier or in such other manner as Lender may
         determine. Requisitions for advances shall be on Lender's approved
         forms. All determinations, as to cost-to-complete, compliance with
         plans, specifications and building codes, and amount of advances and
         other matters relating to disbursements shall be pursuant to the
         inspection reports.

F.       No change orders in excess of $10,000.00 per item and $25,000.00 in the
         aggregate per building, will be permitted unless approved in writing by
         the Lender herein, contracted purchaser, permanent lender or any other
         party having an interest in the property described hereinbefore.

G.       If the services of an architect and/or engineer are employed, Lender
         may at its option, but at Borrower's expense, require the architect's
         and/or engineer's certificate as to the progress of development before
         making each disbursement in accordance with the aforesaid schedule.

H.       The Lender may, at its option, from time to time during development and
         at its completion require for its own information and protection
         evidence from the Borrower or contractor, or both, of the payment of
         bills for all labor and materials, but the Lender shall not be required
         or responsible to ascertain that any bills are paid.

I.       Without the prior written consent of the Lender, all monies disbursed
         hereunder shall be used solely on account of costs of construction and
         improvements on the herein-above described property and expenses of the
         construction loan and no such monies shall be diverted or borrowed for
         any other use.

J.       The Lender shall not be responsible or liable to ascertain or determine
         at the time of making any disbursements hereunder, or at any other
         time, that the improvement of said land has been in accordance with the
         plans and specifications or any contract of the Borrower for the
         improvement thereof, nor that same as proposed or constructed is
         permitted by restrictions or zoning ordinances, if any, affecting said
         premises.

K.       Interest until maturity shall accrue at the rate of interest set forth
         in the notes of even date executed by Borrower and shall be due and
         payable by Borrower to Lender in accordance therewith. All interest
         shall be secured by the lien of the mortgage first above described


                                  Page 5 of 12

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         and if not paid by Borrower before the next advance due under this
         Agreement, it may be deducted by Lender from the next advance due
         hereunder.

L.       Lender shall not be liable to materialmen, contractors,
         sub-contractors, laborers or other for goods and/or services delivered
         and/or rendered by them in or upon said premises or employed in said
         development or for any debts or claims accruing in favor of any such
         parties and against the Borrower or others or against said premises.
         The Borrower is not and shall not be the agent of the Lender for any
         purpose whatsoever.

M.       All inspection services, if any, rendered by the Lender or its
         officers, agents, or employees, shall be rendered solely for its own
         information and protection. Neither the Lender nor its officers, agents
         or employees shall be in any way liable for the failure of any dealer,
         contractor, sub-contractor or laborer to deliver materials or perform
         services to be delivered or performed by them.

N.       If and when it shall appear in Lender's inspector's discretion at any
         time during the development that the balance of costs of all the
         construction and improvements to be performed as aforesaid
         (cost-to-complete) will exceed the aggregate of the mortgage
         indebtedness, less such sums thereof as have been theretofore advance
         or reserved, the Borrower, forthwith upon demand of the Lender, shall
         deposit with the Lender within thirty (30) days after delivery of
         notice to Borrower, the excess amount of such costs of such development
         and improvements and failure to do so shall constitute a default under
         this agreement. Should Borrower not agree with the report of Lender's
         inspector, Borrower may request that Lender choose a second inspector
         to review or re-determine the amounts necessary to complete the
         construction. Should Lender and Borrower disagree with these reports,
         the two inspectors will choose a third inspector and the determinations
         of the third inspector will be binding on the Lender and the Borrower.

O.       If the Borrower or Borrower's contractor shall fail to perform any
         non-monetary obligation according to the terms of this Agreement or
         cause or permit conditions to arise so that performance would be
         rendered unduly difficult or hazardous for the Lender, or if the
         Borrower shall fail, neglect or refuse to perform either or any of
         Borrower's promises or agreements hereunder, or breach any promise,
         covenant, warranty or agreement made hereby or made under said Notes or
         the mortgage securing the same, or if it becomes apparent based on
         inspections performed, that the Borrowers or Borrower's contractor will
         not complete said land development within the time specified in this
         agreement, or if the Borrower shall become insolvent or if there is
         filed a voluntary or involuntary petition in bankruptcy of the
         Borrower, and not dismissed within thirty (30) days, or if a
         conservator or trustee or receiver is appointed for the assets of the
         Borrower or an assignment for the benefit of creditors is made by the
         Borrower, then and in either such event the Borrower shall be
         considered in default hereunder and the Lender may, at its option,
         withhold further disbursements hereunder and give the Borrower written
         notice by mail to remove such default, and upon failure of Borrower to
         cure said default within thirty (30) days after the notice shall have
         been delivered, the Lender may, at its option, either:

                  (i)      declare all the sums evidenced by said Notes and
         secured by said mortgage and all sums due hereunder to be immediately
         due and payable, and unless same are paid on demand, may foreclose said
         mortgage; or

                  (ii)     enter upon and take possession of said premises and
         assume full charge of the development of said land as the agent of the
         Borrower and Borrower's contractor, if any, and may complete or enter
         into a contract with another to complete, said land


                                  Page 6 of 12

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         development and may pay, settle or compromise all existing bills and
         claims which may be claims against the said property or as may be
         necessary or desirable for the completion of the job in accordance with
         the plans and specifications, and the Borrowers agree to pay the
         Lender, on demand, all costs and expenses of completion of the
         improvement of the land including all sums disbursed by the Lender for
         its services incident to thereto and reasonable attorney's fees
         incurred by the Lender incident to said default and the completion of
         said construction or incident to the enforcement of this provision
         hereof, and all such sums, even though they may, when added to the
         construction monies advanced and disbursed under this Agreement, exceed
         the amount of said notes, shall be secured by the lien of said mortgage
         as though the same were a part of the debt originally described in and
         secured thereby. If said sums are not paid by the Borrower immediately
         on demand, the Lender may declare all such sums and all other sums
         secured by said mortgage immediately due and payable and proceed to
         foreclose the same.

3.       If at any time the improvements are being made in violation of any
         environmental laws, regulations, rules, covenants, restrictions or
         zoning ordinances of governmental authorities affecting said property,
         the Lender shall be entitled to withhold further disbursements
         hereunder and, unless such violation is corrected and cured by the
         Borrower forthwith on notice to the Borrower, the Lender may at its
         option, declare all funds previously advanced and all other sums
         evidenced by the notes and secured by the mortgage to be immediately
         due and payable, and unless same are paid on demand, may foreclose the
         mortgage.

4.       The death of Borrower, or dissolution if same is a corporation or other
         business entity, shall not terminate the obligations of the Borrowers
         to complete said construction and perform all other agreements
         hereunder, and the surviving Borrower, if any, and/or Trustee, if
         applicable, or the estate of a deceased Borrower shall be required to
         carry out this Agreement in the manner and within the time herein
         provided. Funds to be disbursed hereunder may be disbursed
         notwithstanding the death of the Borrower, and if the deceased is one
         of the persons to whom disbursement is to be made under Paragraph 2E
         hereof, disbursement following the Borrower's death may be made to the
         other or others named in said Paragraph 2D.

5.       Should any dispute arise between the Borrowers and the Lender
         respecting the true significance and meaning of the plans and
         specifications, the same shall be decided by a competent architect
         and/or engineer to be selected by the Lender at the cost of the
         Borrower.

6.       All charges and expenses (including but not limited to Lender's fees,
         recording fees, intangible tax on mortgage, documentary stamps on
         Notes, abstracting, counsel fees, etc.) in connection with this
         construction loan are due and payable by Borrowers to Lender upon
         demand and, if not paid by Borrower before the first disbursement under
         this construction loan, may be deducted by Lender from the first
         disbursement hereunder.

7.       The Borrower further represents, covenants, warrants and agrees that:

A.       No Notice of Commencement will be recorded or posted prior to the
         recording of the mortgage hereinabove referred to that has not been
         terminated prior to the recording of the Mortgage. The Notice of
         Commencement will be properly recorded and posted prior to commencement
         of any further improvements; and the improvements described in said
         Notice will be commenced within thirty (30) days after such recording.


                                  Page 7 of 12

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B.       Lender's advances hereunder shall be disbursed to Borrower, as
         hereinabove provided; and Lender is not an agent of the Borrower, and
         has no obligation or responsibility to the Borrower or the contractor
         or lienors, for the further disbursement and proper payment of said
         funds to any parties for work, labor, services and materials done,
         performed and supplied for the development and improvements on the
         property, or for compliance with or performance of any requirements or
         provisions of the Florida Construction Lien Law, or otherwise.

C.       Lender's advances to Borrower hereunder shall be disbursed by Borrower
         only pursuant to Borrower's contracts and under the Florida
         Construction Lien Law, for work, labor, services and materials done,
         performed and supplied to the property, and Borrower will timely comply
         with all requirements and provisions of the Florida Construction Lien
         Law and will require and obtain from all contractors, sub-contractors
         and/or lienors all duly notarized affidavits required, or permitted to
         be required, by said Law, and will construct and complete the
         improvement of said land in accordance with the plans and
         specifications therefor, free and clear of all claims of lien;

D.       If a Claim of Lien shall be filed against the property, the Borrower,
         on request of Lender or the title insurer, will promptly make and
         record a "Notice of Contest of Lien"; and cause said lien to be bonded
         with a cash surety or bond in the amount required by law for the
         bonding of mechanic's liens within thirty (30) days of the recording of
         the claim of lien; and

E.       If and when requested by Lender or the title insurer, Borrower will
         promptly furnish satisfactory proof of compliance with all the
         foregoing and copies of all notices, affidavits and other papers
         received, made or given by Borrowers relating to the property. Lender
         shall have the right to withhold payment of any advance otherwise due
         Borrower hereunder whenever, in the opinion of Lender or title insurer,
         the further disbursement of said funds by Borrower would not constitute
         "proper payments" for work, labor, services or materials done on and
         supplied to the property under Borrower's contracts or under the
         Florida Construction Lien Law.

8.       Borrower releases Lender from any liability or damages arising out of
         or related to the disbursement of the proceeds of Lender's advances to
         Borrower hereunder, including any non-compliance or improper compliance
         with the Florida Construction Lien Law, and Borrower and contractor
         severally agree to indemnify and hold harmless the Lender from and
         against any such liability or damages. Further, Borrower will cause the
         contractor to release the Lender from any liability or damages under
         the same terms recited in this paragraph.

9.       The mailing of a written notice of demand, addressed to the Borrower,
         directed to the said Borrower at the last address actually furnished to
         the Lender, and mailed by the United States certified mail, return
         receipt request, shall be sufficient notice and demand in any case
         arising under this instrument and required by the provisions hereof or
         by law. Notice to Lender, if required hereunder, shall be deemed
         properly given forwarded by certified mail, return receipt requested,
         with sufficient postage affixed thereto and addressed to Lender at 780
         N.W. 42nd Avenue, Miami, Florida 33126.

10.      Nothing herein shall be construed to waive or diminish any right or
         security of the Lender under said notes and mortgage. It is the purpose
         and intent hereof to provide safeguards, protections and rights for the
         Lender in addition to those provided in said Notes and mortgage and to
         better secure said Lender by reason of said construction loan.


                                  Page 8 of 12

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11.      The Borrower shall furnish the Lender at Borrowers' expense a title
         insurance policy showing marketable and insurable fee simple title free
         and clean of all exceptions whatsoever except said mortgage and current
         taxes not yet due and payable. The Borrower shall also furnish the
         Lender at Borrower's expense a current print or prints of survey
         showing no encroachments or overlaps.

12.      This Agreement shall be binding upon and shall inure to the benefit of
         the parties hereto and their heirs, legal representatives, successors
         and assigns. The Borrower shall be released from obligations and
         agreements hereunder only by written instrument of the Lender
         specifically provided for in such release.

13.      This Construction Loan Agreement shall be governed and construed under
         the laws of the State of Florida.

14.      If this Construction Loan Agreement is executed by more than one person
         then all singular nouns, pronouns and verbs herein shall be construed
         as plural nouns, pronouns or verbs; it being the intent and purpose
         hereof that this form shall conform to the circumstances as fully as if
         each change from singular to plural were set forth in writing herein.

15.      Upon improvement of the property and sale of the individual lots,
         Borrower will be entitled to partial releases from the lien of the
         mortgage, provided that the mortgage is in good standing and free from
         default, upon the payment to the Lender of the following amounts:

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

16.      IT IS FURTHER RECOGNIZED THAT THE BORROWER MAY REQUESTED LENDER TO
         ISSUE A 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 BORROWER, THE STAND-BY LETTER/S OF CREDIT IS
         SECURED BY THE MORTGAGE.

17.      ONCE THE LOAN SECURED BY THE MORTGAGE, IS PAID OFF PURSUANT TO THE
         TERMS OF PAYMENT OF THE NOTES AND THE RELEASE PROVISION HEREINABOVE
         DESCRIBED, THE BORROWER FURTHER AGREES TO CONTINUE PAYING LENDER THE
         RELEASE PRICE STIPULATED HEREIN, AND LENDER 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 LENDER 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 BORROWER 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.


                                  Page 9 of 12

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18.      The Borrower hereby agrees that it will not obtain any secondary
         financing on the mortgaged property which secures the loan from the
         Lender to Borrower, or otherwise encumber said property without the
         prior written consent of Lender.

19.      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 LENDER. ONCE THIS RESERVE IS DEPLETED, ANY EXCESS OF
         INTEREST PAYMENTS DUE UNDER THE LOAN SHALL BE PAID OUT OF THE
         BORROWER'S OWN FUNDS TO LENDER 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 LENDER.

20.      LENDER AND THE BORROWER 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.

21.      LENDER AND THE BORROWER 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 LENDER
         EXTENDING CREDIT TO BORROWER. IT IS EXPRESSLY AGREED THAT NO PARTY OR
         ENTITY HAS REPRESENTED THAT THIS WAIVER WILL NOT BE ENFORCED.

22.      VENUE AND JURISDICTION SHALL BE IN PALM BEACH COUNTY, FLORIDA, FOR ANY
         AFFIRMATIVE OR DEFENSIVE LEGAL PROCEEDING IN CONNECTION WITH THIS
         DOCUMENT AND/OR ANY OTHER DOCUMENT SIGNED BY THE BORROWER IN FAVOR OF
         LENDER.


                                 Page 10 of 12

<PAGE>

         IN WITNESS WHEREOF, the parties have executed this instrument under
their respective seals the day and year first above written.

Signed, sealed, and delivered          BORROWER:
in the presence of:
                                       ORIOLE HOMES CORP., a Florida
                                       corporation.



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



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



                                       LENDER:

                                       OCEAN BANK, a state banking
                                       corporation 780 NW 42nd
                                       Avenue Miami, FL 33126



                                       BY:
-------------------------------           -------------------------------------



                                       Attest:
-------------------------------               ----------------------------------


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:


                                 Page 11 of 12

<PAGE>


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


         THE FOREGOING instrument was acknowledged before me this       day of
                            , 2001, by                                       and
                                , as      Vice President and
                           , respectively of OCEAN BANK, a state banking
corporation, on behalf of the corporation. They are personally known to me.



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


My Commission Expires:


                                 Page 12 of 12