SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                             Schedule 13D Amendment

                                AMENDMENT NO. 1

                Under the Securities Exchange Act of 1934

                            Oriole Homes Corp. 
                            ------------------                        
                             (Name of Issuer)   
                              
                     Class A Common Stock $.10 Par Value
                     Class B Common Stock $.10 Par Value  
                     ------------------------------------ 
                         (Title or Class of Securities)

                            Class A 686264102
                            Class B 686264201 
                            -----------------
                             (CUSIP Number)

   BankAtlantic Bancorp, Inc.
   Jasper R. Eanes, Executive Vice President, Chief Financial Officer
   1750 East Sunrise Boulevard
   Fort Lauderdale, Florida  33304                (954)760-5015  
                                    
- --------------------------------------------------------------------------
         (Name, Address and Telephone Number of Person
          Authorized to Receive Notices and Communications)

                             June 6, 1997
                           ----------------                                 
                 (Date of Event which Requires Filing
                             of this Statement)


If the filing  person has  previously  filed a statement  on Schedule  13G to 
report the  acquisition which is the subject of this  Schedule 13D, and is
filing this schedule because of Rule 13dl(b)(3)or(4),check the following box.[ ]

Check the  following  box if a fee is being paid with the  statement.[ ](A fee 
is not required only if the reporting person:  (1) has a previous  statement on 
file reporting  beneficial  ownership of more than five  percent of the class of
securities  described  in Item 1; and (2) has filed no  amendment subsequent 
thereto reporting  beneficial  ownership of five percent or less of such class.)
(See Rule 13d-7.)

Note:  Six copies of this  statement,  including all exhibits,  should be filed
with the  Commission. See Rule 13d-l(a) for other parties to whom copies are to 
be sent.

* The  remainder  of this cover page shall be filed out for a reporting  
person's  initial  filing on this  form  with  respect  to the  subject  class 
of  securities,  and for any  subsequent  amendment containing information which
would alter disclosures provided in a prior cover page.

The  information  required on the  remainder of this cover page shall not be 
deemed to be "filed" for the purpose of Section 18 of the  Securities  Exchange
 Act of 1934  ("Act") or  otherwise  subject to the  liabilities  of that 
section of the Act but shall be subject to all other  provisions of the Act
(however, see the Notes).





     This  Amendment  No.  1 to the  Schedule  13D  originally  filed  with  the
Securities  and Exchange  Commission  on June 23, 1997 is being filed solely for
the purpose of filing the attached exhibit which was inadvertently  omitted from
the original filing.




                                   SIGNATURE

     After reasonable inquiry and to the best of the undersigned's knowledge and
belief,  the  undersigned  certifies  that  the  information  set  forth in this
Statement is true, complete and correct.


                                   BANKATLANTIC BANCORP, INC.



                                   By:  /s/ Jasper R. Eanes
                                        Jasper R. Eanes
                                        Executive Vice President
                                        Chief Financial Officer




Dated:  June 26, 1997




                                                            EXHIBIT

                            STOCK PURCHASE AGREEMENT


     This Stock Purchase  Agreement (the  "Agreement") is entered into as of the
5th  day of June,  1997,  by and among the  persons  (other  than the  Executive
Sellers (as defined herein)), listed on Schedule A (the "Non-Executive Sellers")
and  Richard  D.  Levy,  Harry  A.  Levy  and Mark A.  Levy  (collectively,  the
"Executive  Sellers";  the  Non-Executive  Sellers and the Executive Sellers are
collectively  referred to herein as the  "Sellers")  and  BankAtlantic  Bancorp,
Inc., a Florida corporation (the "Buyer").

                             Preliminary Statements

     WHEREAS,  the  Sellers  own (or  will own on the  date of the  Closing,  as
defined  herein,  as a result of the  exercise of options  held on December  31,
1996)  the  shares of Class A Common  Stock  and Class B Common  Stock of Oriole
Homes Corp.,  a Florida  corporation  (the  "Company"),  indicated on Schedule A
attached  hereto  (collectively  referred to as the "Shares") which represent in
the aggregate,  approximately  61.1% of the issued and outstanding shares of the
Class A Common  Stock and  approximately  26.2% of the  issued  and  outstanding
shares  (assuming  exercise  by the  Sellers of options  covering  11,500 of the
Shares) of the Class B Common Stock of the Company; and

     WHEREAS,  Sellers  desire to sell the Shares to Buyer and Buyer  desires to
buy the Shares  upon the terms and subject to the  conditions  set forth in this
Agreement.

     NOW,  THEREFORE,  in  consideration  of  the  premises  and  mutual  terms,
covenants  and  agreements  set forth  herein,  and for other good and  valuable
consideration,  the receipt and adequacy of which are hereby  acknowledged,  the
parties hereto agree as follows:


                                    I ARTICLE

                                   DEFINITIONS

     In addition to terms  defined  elsewhere in this  Agreement,  the following
terms when used in this Agreement shall have the meanings indicated below:

     (ii)  "Affiliate"  means as to any  Person,  any Person  which  directly or
indirectly through one or more  intermediaries,  is in control of, is controlled
by, or is under common control with, such Person, and any officer or director of
such Person.  For purposes of this  definition,  an entity shall be deemed to be
"controlled by" a Person if the Person possesses,  directly or indirectly, power
either  to  (i)  vote  10% or  more  of the  securities  (including  convertible
securities)  having  ordinary voting power or (ii) direct or cause the direction
of the  management or policies of such Person  whether by contract or otherwise;
and, as to a Person who is a natural  Person,  such  Person's  spouse,  parents,
siblings and lineal descendants. 

     "CODE" means the Internal Revenue Code of 1986, as amended.

     "COMMISSION" means the Securities and Exchange Commission.

     "COMPANY" means Oriole Homes Corp., a Florida corporation.


     "COMPANY  SUBSIDIARY"  means  a  Subsidiary  of the  Company  and  "Company
     Subsidiaries"  means  all of the  Subsidiaries  of the  Company.  

     "Exchange  Act" means  the  Securities  Exchange  Act of 1934,  as  amended

     "HOMES" means collectively houses, apartments,  condominiums,  town- houses
     and  other  buildings  currently  under  construction  by the  Company  and
     recreational amenities in each subdivision.

     "HSR ACT" means the United States Hart-Scott-Rodino  Antitrust Improvements
     Act of  1976,  as  amended,  and  the  rules  and  regulations  promulgated
     thereunder.

     "IMPROVEMENTS"  means all structures,  fixtures or other  improvements  on,
     over or beneath real property.

     "INVESTMENT"  means,  with  respect  to  any  Person,  advances,  loans  or
     extensions of credit to any other Person,  any purchases or  commitments to
     purchase any stock,  bonds,  notes,  debentures or other  securities of any
     other  Person,  and any other  investment  in any other  Person,  including
     partnerships, joint ventures or other similar arrangement with any Person.

     "KNOWLEDGE"  or  "known"  means,  with  respect  to any  representation  or
     warranty or other statement in this Agreement qualified by the knowledge of
     any party,  such knowledge as is actually gained or should  reasonably have
     been gained by a person in the  performance of his  respective  duties as a
     shareholder, officer or director of the Company or any Company Subsidiary.

     "LIENS" means any liens, claims,  charges,  pledges,  security interests or
     other encumbrance of any nature whatsoever.

     "MATERIAL  ADVERSE EFFECT" means a material adverse effect on the financial
     condition,  results  of  operations,  assets,  liabilities,  properties  or
     business of the Company and the Company Subsidiaries taken as a whole.

     "PERSON" means any natural person, corporation,  limited liability company,
     unincorporated organization, partnership, association, joint stock company,
     joint venture, trust or government,  or any agency or political subdivision
     of any government, or any other entity.

     "REAL PROPERTY" has the meaning set forth in Section 5.9 hereof.

     "SUBSIDIARY" of any Person means any Person, whether or not capitalized, in
     which such Person owns, directly or indirectly, an equity interest of fifty
     percent (50%) or more, or any Person which may be  controlled,  directly or
     indirectly,  by such  Person,  whether  through  the  ownership  of  voting
     securities, by contract, or otherwise.

     "TAX" means any federal,  state,  local or foreign income,  gross receipts,
     franchise,  estimated,  alternative  minimum,  add-on minimum,  sales, use,
     transfer,  registration, value added, excise, natural resources, severance,
     stamp,  occupation,  premium,  windfall  profit,  environmental,   customs,
     duties, real property,  personal property,  capital stock, social security,
     unemployment,  disability, payroll, license, employee or other withholding,
     or other tax or governmental charge, of any kind whatsoever,  including any
     interest, penalties or additions to tax or additional amounts in respect of
     the  foregoing;  the foregoing  shall  include any  transferee or secondary
     liability for a Tax and any liability  assumed by agreement or arising as a
     result of being (or  ceasing  to be) a member of any  affiliated  group (or
     being  included (or  required to be  included)  in any tax return  relating
     thereto).


                                   II ARTICLE

              PURCHASE AND SALE OF SHARES; PURCHASE PRICE; CLOSING

     2.1 PURCHASE AND SALE OF SHARES.  Subject to the terms and  conditions  set
forth herein, and on the basis of the representations  and warranties  contained
herein, at the Closing (as defined below), Sellers shall sell, assign,  transfer
and deliver to Buyer and Buyer shall  purchase  from Sellers all of their right,
title and interest in and to the Shares, free and clear of all Liens;  provided,
however,  that with respect to the Shares acquired by any Seller pursuant to the
exercise of options  after the date hereof and prior to the Closing  Date,  such
Shares shall be subject to a right of  redemption by the Company at the exercise
price for a period  of thirty  (30)  days  from  such  Seller's  termination  of
employment;  and  provided,  further,  that the  Shares  will be  subject to the
provisions of Rule 144 promulgated under the Securities Act of 1933, as amended.

     2.2 PURCHASE PRICE. In consideration of the sale, assignment,  transfer and
delivery of the Shares by Sellers,  Sellers  shall be entitled to receive as the
purchase price for the Shares an amount equal to $12.00 per share (the "Purchase
Price"). Buyer shall deliver to Sellers at Closing by cashier's check or by wire
transfer of same day funds the Purchase Price,  based on the share ownership set
forth on Schedule A hereof.

     2.3 THE CLOSING. The consummation of the transactions  contemplated by this
Agreement  (the  "Closing")  shall  take  place  as  soon as  practicable  after
satisfaction of the conditions set forth in Article VIII hereof, but in no event
later than  August 11,  1997 at the offices of Stearns  Weaver  Miller  Weissler
Alhadeff & Sitterson,  P.A., 150 West Flagler Street, Suite 2200, Miami, Florida
33130,  or at such other time and place as the parties may mutually  agree upon.
The date on which the Closing  takes place shall be  hereinafter  referred to as
the "Closing Date". At the Closing, Sellers shall effect the sale of the Shares,
as herein provided, by delivery to Buyer of stock certificates  representing the
Shares duly  endorsed in blank for  transfer and Buyer shall effect the purchase
of the Shares, as herein provided,  by delivery to Sellers of the Purchase Price
as provided in Section 2.2 hereof. In addition, at the Closing the parties shall
deliver  to each other such  documents  as may be  specified,  or  required,  to
satisfy  the  conditions  set  forth  herein,   and  such  other  documents  and
instruments as each party may  reasonably  request from the other party in order
to consummate the transactions  contemplated herein. All proceedings to be taken
and all  documents  to be executed  at the Closing  shall be deemed to have been
taken, delivered and executed simultaneously,  and no proceeding shall be deemed
taken nor  documents  deemed  executed or  delivered  until all have been taken,
delivered and executed.
                                   III ARTICLE

                     REPRESENTATIONS AND WARRANTIES OF BUYER

     In order  to  induce  the  Sellers  to enter  into  this  Agreement  and to
consummate the transactions contemplated hereby, Buyer makes the representations
and warranties set forth below to the Sellers.


     3.1 ORGANIZATION.  Buyer is a corporation duly organized,  validly existing
and in good  standing  under  the laws of the  State of  Florida.  Buyer has all
requisite  right,  power and  authority  to execute,  deliver  and perform  this
Agreement and to consummate the transactions contemplated hereby.

     3.2 AUTHORIZATION;  ENFORCEABILITY. The execution, delivery and performance
of this  Agreement by Buyer and the  consummation  by Buyer of the  transactions
contemplated hereby have been duly authorized by all requisite corporate action,
subject to receipt of the  approval  of the Board of  Directors.  Subject to the
approval of the Board of  Directors,  this  Agreement has been duly executed and
delivered by Buyer,  and, upon due  execution by Sellers,  will  constitute  the
legal, valid and binding obligation of Buyer, enforceable in accordance with its
terms,  except to the extent  that its  enforcement  is  limited by  bankruptcy,
insolvency,   reorganization   or  other  laws  relating  to  or  affecting  the
enforcement of creditors' rights generally and by general principles of equity.

     3.3 NO VIOLATION OR CONFLICT.  The execution,  delivery and  performance of
this  Agreement  by Buyer  and the  consummation  by  Buyer of the  transactions
contemplated  hereby: do not and will not violate or conflict with any provision
of law or  regulation,  or any writ,  order,  judgment or decree of any court or
governmental or regulatory  authority,  or any provision of Buyer's  Articles of
Incorporation or Bylaws; and do not and will not, with or without the passage of
time or the giving of notice,  result in the breach of, or constitute a default,
cause the  acceleration of performance,  or require any consent under, or result
in the creation of any Lien upon any property or assets of Buyer pursuant to any
material  instrument or agreement to which Buyer is a party or by which Buyer or
its properties may be bound or affected, other than instruments or agreements as
to which consent shall have been obtained at or prior to the Closing.

     3.4 CONSENT OF GOVERNMENTAL AUTHORITIES.  Other than in connection with the
HSR  Act,  no  consent,   approval  or   authorization   of,  or   registration,
qualification  or filing with any United  States or foreign,  federal,  state or
local  governmental  or regulatory  authority is required to be made by Buyer in
connection  with  the  execution,  delivery  or  performance  by  Buyer  of this
Agreement or the consummation by Buyer of the transactions contemplated hereby.
          
     3.5  BROKERS.  Buyer has not  incurred  and will not  incur  any  broker's,
finder's,  investment  banking or similar  fees,  commissions  or  expenses,  in
connection with the  transactions  contemplated by this Agreement which would be
payable by Sellers.

     3.6 INVESTMENT  INTENT.  Buyer is acquiring the Shares for its own account,
for investment  purposes  only, and not with a view to the sale or  distribution
thereof.

     3.7  OWNERSHIP  OF COMPANY  STOCK.  Buyer  currently  owns no shares of the
Company's outstanding Common Stock.

     3.8 EXCHANGE ACT REPORTS AND OTHER  INFORMATION.  All reports and documents
filed by Buyer  with the  Commission  under  the  Exchange  Act  (including  all
documents  incorporated  by  reference  into such reports and  documents)  since
January 1, 1995,  including,  but not  limited to Buyer's  reports on Form 10-K,
Form  10-Q and Form 8-K,  as of the  respective  dates  filed,  complied  in all
material  respects with the rules and  regulations of the Commission and did not
contain any untrue statement of a material fact or omit to state a material fact
required  to be stated  therein  or  necessary  in order to make the  statements
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading.  Further, any written information provided by Buyer to the Company's
Board of Directors (the "Company's  Board") in connection with the actions to be



taken  by the  Company's  Board  in  connection  with  the  consummation  of the
transactions contemplated herein and the filing of the Information Statement (as
defined herein) will be true and correct in all material respects.

     3.9 FULL DISCLOSURE.  No  representation  or warranty of Buyer contained in
this  Agreement,  and none of the  statements or  information  concerning  Buyer
contained in this Agreement or the exhibits and the schedules  hereto,  contains
or  will  contain  any  untrue  statement  of a  material  fact  nor  will  such
representations,  warranties,  covenants or  statements  taken as a whole omit a
material  fact  required to be stated  therein or necessary in order to make the
statements  therein,  in light of the circumstances  under which they were made,
not misleading.


                                   IV ARTICLE

              REPRESENTATIONS AND WARRANTIES OF EACH OF THE SELLERS

     In order to induce Buyer to enter into this Agreement and to consummate the
transactions  contemplated hereby, each of the Sellers severally and not jointly
make the representations and warranties to Buyer set forth below:

     4.1 AUTHORIZATION; ENFORCEABILITY. Such Seller has the capacity to execute,
deliver and perform this Agreement. This Agreement and all other documents to be
executed and delivered by such Seller  pursuant to this Agreement have been duly
executed and delivered  and, upon due execution by Buyer,  will  constitute  the
legal, valid and binding  obligations of such Seller,  enforceable in accordance
with their  terms,  except to the extent  that their  enforcement  is limited by
bankruptcy,  insolvency,  reorganization  or other laws relating to or affecting
the  enforcement  of creditors'  rights  generally and by general  principles of
equity.  The  execution  of this  Agreement  by such Seller does not violate any
agreement, order, judgment or decree to which such Seller is a party.

     4.2 TITLE TO SHARES.  Such Seller is the record and beneficial owner of the
Shares  listed  opposite his or its name on Schedule A (subject,  in the case of
partnerships  and trusts which are Sellers,  to the beneficial  ownership of the
partners or beneficiaries  thereof), and such Shares are owned free and clear of
any Liens,  including,  without  limitation,  claims or rights  under any voting
trust agreements, shareholder agreements or other agreements except as indicated
on  Schedule  A, which Liens will be paid and  satisfied  concurrently  with the
Closing and at the Closing such Seller will transfer and convey,  and Buyer will
acquire, good and valid title to the Shares owned by such Seller, free and clear
of all Liens;  provided,  however,  that with respect to Shares  acquired by any
Seller  pursuant to the  exercise of options  after the date hereof and prior to
the Closing Date,  such Shares shall also be subject to a right of redemption by
the  Company at the  exercise  price for a period of thirty  (30) days from such
Seller's termination of employment;  and provided further,  that the Shares will
be subject to the provisions of Rule 144 promulgated under the Securities Act of
1933,  as amended.  Any rights,  warrants or options  held by such Seller or any
Affiliate of such Seller are  indicated  on Schedule  4.2. Set forth on Schedule
4.2 is a list of shares of the Company's Common Stock  (aggregating 1,300 shares
of Class A Common  Stock  and  2,250  shares  of Class B Common  Stock)  held by
individual  retirement  accounts  of certain  Sellers  and not  included  in the
Shares.

     4.3 CONSENT OF GOVERNMENTAL AUTHORITIES. Except as required by the HSR Act,
no consent,  approval or  authorization  of, or  registration,  qualification or
filing with any United States or foreign,  federal,  state or local governmental
or  regulatory  authority,  is required to be made by such Seller in  connection



with the execution, delivery or performance of this Agreement by such Seller, or
the consummation by such Seller of the transactions contemplated hereby.

     4.4  BROKERS.  No  financial  advisor,  broker or finder is entitled to any
broker's, finder's,  investment banking or similar fees, commissions or expenses
in connection  with the  transactions  contemplated by this Agreement based upon
arrangements made by or on behalf of such Seller.


                                    V ARTICLE

                    ADDITIONAL REPRESENTATIONS AND WARRANTIES
                            OF THE EXECUTIVE SELLERS

     In order to induce Buyer to enter into this Agreement and to consummate the
transactions  contemplated  hereby,  the Executive Sellers jointly and severally
make the representations and warranties to Buyer set forth below:

     5.1 ORGANIZATION. To the Executive Sellers' knowledge, the Company and each
of the Company  Subsidiaries is a corporation  duly organized,  validly existing
and in good  standing  under the laws of the  jurisdiction  of their  respective
organization  and the  Company  and  each of the  Company  Subsidiaries  has all
requisite  right,  power  and  authority  to  own or  lease  and  operate  their
respective  properties  and conduct  their  respective  businesses  as presently
conducted.

     5.2 CAPITALIZATION. To the Executive Sellers' knowledge, (a) the authorized
capital  stock of the Company  consists of ten  million  (10,000,000)  shares of
Class A Common Stock, $.10 par value per share, of which, as of the date hereof,
1,874,949 shares are currently  issued and outstanding and 10,000,000  shares of
Class B Common Stock, $.01 par value, of which, as of the date hereof, 2,750,575
shares are  currently  issued and  outstanding;  (b) the Company has no treasury
shares as of the date hereof;  (c) all shares of the  Company's and each Company
Subsidiary's  outstanding  capital stock have been duly authorized,  are validly
issued and outstanding, and are fully paid and nonassessable;  (d) no securities
issued  by  the  Company  or  any  Company  Subsidiary  from  the  date  of  its
incorporation  were  issued  in  violation  of  the  preemptive  rights  of  any
shareholder;  (e) there are no dividends which have accrued or been declared but
are unpaid on the capital  stock of the Company or any Company  Subsidiary;  (f)
all material Taxes  required to be paid in connection  with the issuance and any
transfers of the Company's or any Company  Subsidiary's  capital stock have been
paid;  (g)  all  material   authorizations  required  to  be  obtained  from  or
registrations  required to be effected  with any Person in  connection  with the
issuance of securities of the Company or any Company Subsidiary from the date of
such entity's incorporation have been obtained or effected and all securities of
the  Company  and each  Company  Subsidiary  have been  issued  in all  material
respects in accordance  with the  provisions of all  applicable  securities  and
other laws; and (h) as of the date hereof,  the Shares constitute  approximately
61.1%  of the  issued  and  outstanding  shares  of  Class A  Common  Stock  and
approximately 26.2% of the issued and outstanding shares of Class B Common Stock
of the Company  (assuming the exercise by the Sellers of options covering 11,500
of the Shares) and are legally and beneficially  owned in their entirety by each
of the Sellers as indicated on Schedule A, subject,  in the case of partnerships
and trusts which are  Sellers,  to the  beneficial  ownership of the partners or
beneficiaries thereof.

     5.3 RIGHTS, WARRANTS,  OPTIONS. Except as indicated on Schedule 5.3 and the
conversion  rights of the holders of Class A Common Stock to convert such shares
into Class B Common Stock,  to the Executive  Sellers'  knowledge,  there are no
outstanding:  (a) securities or instruments  convertible into or exercisable for



any of the capital stock or other equity interests of the Company or any Company
Subsidiary; (b) options, warrants, subscriptions or other rights to acquire from
the Company or any Company Subsidiary capital stock or other equity interests of
the  Company or any  Company  Subsidiary;  (c) debt  securities  with any voting
rights or  convertible  into  securities  with voting rights;  (d)  commitments,
agreements or  understandings  adversely  affecting the rights of the Sellers to
sell the Shares to Buyer or which will limit  Buyers  rights with respect to the
Shares after the Closing, except for the right of redemption of the Company with
respect to the Shares  acquired  pursuant to options as described in Section 2.1
above; or (e) commitments,  agreements or understandings of any kind,  including
employee benefit  arrangements  between the Company and the Company Subsidiaries
and any other Person relating to any capital stock or other equity  interests of
the Company or any Company  Subsidiary,  or the  issuance or  repurchase  by the
Company or any  Company  Subsidiary  of (x) any  capital  stock or other  equity
interests of the Company or any Company  Subsidiary  other than  pursuant to the
Company's  Stock Option Plan and the Shares  subject to the  Company's  right of
redemption  pursuant to the Company's  Stock Option Plan as described in Section
2.1, (y) any such securities or instruments  convertible into or exercisable for
capital stock or other equity interests of the Company or any Company Subsidiary
or (z) any such options,  warrants or rights other than those issued pursuant to
the Company's Stock Option Plan. To the Executive  Sellers'  knowledge,  neither
the Company nor any Company  Subsidiary has any outstanding stock  appreciation,
phantom stock rights or any similar rights.

     5.4 SUBSIDIARIES.  To the Executive Sellers' knowledge,  each Subsidiary of
the Company is listed on Schedule 5.4. To the Executive Sellers' knowledge,  all
of the shares of the capital stock of the Company  Subsidiaries which are issued
and  outstanding  are owned by the Company,  as shown in Schedule  5.4, free and
clear of all  Liens.  Other  than as  reflected  in the 1997  Balance  Sheet (as
defined  below) or as  reflected  on  Schedule  5.4, to the  Executive  Sellers'
knowledge, the Company has no Subsidiaries or Investments.

     5.5 NO VIOLATION OR CONFLICT.  The execution,  delivery and  performance of
this  Agreement  by the  Sellers  and the  consummation  by the  Sellers  of the
transactions  contemplated  hereby: do not and will not violate or conflict with
any provision of law or regulation,  or any writ,  order,  judgment or decree of
any court or  governmental  or  regulatory  authority,  or any  provision of the
Company's or any Company  Subsidiary's  Articles of  Incorporation  or Bylaws or
analogous  organizational  documents;  and to the Executive Sellers'  knowledge,
other than with respect to the 12-1/2%  Senior Notes and the $10 million line of
credit with Ohio Savings Bank, F.S.B.  ("Ohio Savings") described in Section 7.2
hereof,  do not and will not,  with or without the passage of time or the giving
of  notice,  result  in the  breach  of,  or  constitute  a  default,  cause the
acceleration  of  performance  or require  any consent  under,  or result in the
creation  of any Lien upon any  property or assets of the Company or any Company
Subsidiary  pursuant  to any  contract,  instrument  or  agreement  to which the
Company  or any  Company  Subsidiary  is a party or by which the  Company or any
Company  Subsidiary  or their  respective  properties  may be bound or affected,
other than  contracts,  instruments or agreements as to which consent shall have
been  obtained  at or  prior  to the  Closing,  each  of  which  instruments  or
agreements is listed on Schedule 5.5 hereto.

     5.6 CONSENT OF GOVERNMENTAL AUTHORITIES.  Except as required by the HSR Act
and the filing  required by Section  14(f) of the Exchange Act, to the Executive
Seller's knowledge,  no consent,  approval or authorization of, or registration,
qualification  or filing with any United  States or foreign,  federal,  state or
local governmental or regulatory authority, is required to be made by any of the
Sellers, the Company or any Company Subsidiary in connection with the execution,
delivery or performance of this Agreement by the Sellers, or the consummation by
the Sellers of the transactions contemplated hereby.


     5.7 EXCHANGE  ACT REPORTS.  The Class A Common Stock and the Class B Common
Stock are each registered under Section 12(b) of the Exchange Act. Since January
1, 1994, the Company has timely filed all reports and other  documents  required
to be filed by it with the Commission under the Exchange Act,  including but not
limited to proxy  statements  and  reports on Form 10-K,  Form 10-Q and Form 8-K
(the "Company  Reports").  As of the  respective  dates they were filed with the
Commission,  the  Company  Reports,  including  all  documents  incorporated  by
reference  into such reports,  complied in all material  respects with the rules
and regulations of the Commission and contained all required exhibits (including
all material  agreements) and did not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
in order to make the statements  therein,  in light of the  circumstances  under
which they were made, not misleading;  provided,  however,  that with respect to
all  financial  statements  included  in  the  Company  Reports,  the  foregoing
representation is made only to the Executive Sellers' knowledge.

     5.8 FINANCIAL STATEMENTS. Sellers have previously delivered or concurrently
with the delivery of the Schedules as  contemplated by Section 9.14 will deliver
to Buyer true and complete copies of the audited  consolidated  balance sheet of
the Company and the Company Subsidiaries for the fiscal years ended December 31,
1996, 1995 and 1994, and the related audited  consolidated  statements of income
and cash flows of the Company and the Company  Subsidiaries for the fiscal years
ended December 31, 1996, 1995 and 1994,  including any related notes,  certified
without  qualification by the Company's independent certified public accountants
pursuant  to  their  audit  of the  financial  records  of the  Company  and the
unaudited consolidated balance sheet, statements of operations and cash flows as
of and for the  quarter  ended  March 31,  1997  (collectively,  the  "Financial
Statements").  To the Executive Sellers' knowledge,  the Financial  Statements:
have been  prepared in  accordance  with the books of account and records of the
Company and the Company  Subsidiaries;  fairly present in all material  respects
the  consolidated  financial  condition  and the  results of  operations  of the
Company and the Company  Subsidiaries at the dates and for the periods specified
in those  statements;  and have  been  prepared  in  accordance  with  generally
accepted accounting  principles  consistently applied with prior periods.  Other
than as disclosed in the balance  sheet for the period ended March 31, 1997 (the
"1997 Balance Sheet")  contained in the Financial  Statements or as set forth in
Schedule 5.8, to the Executive Sellers'  knowledge,  (a) neither the Company nor
the  Company  Subsidiaries  have  any  material   liabilities,   commitments  or
obligations of any nature whatsoever, whether unaccrued, contingent or otherwise
or any material  unrealized or anticipated  losses from any  commitments and (b)
there is no basis for assertion against the Company or any Company Subsidiary of
any such  liability,  commitment,  obligation or loss,  except for  liabilities,
commitments,  obligations and losses arising in the ordinary course of business,
none of which, individually or in the aggregate, have had or is likely to have a
Material Adverse Effect.

     5.9 REAL PROPERTY. To the Executive Sellers' knowledge, Schedule 5.9 hereto
sets forth a true and  complete  list of all real  property  owned as of May 31,
1997 by the Company or any Company Subsidiary  together with a brief description
of all  Improvements  thereon  (the  real  property  and  Improvements  shall be
referred  to as the  "Real  Property").  To the  Executive  Sellers'  knowledge,
neither the Company nor any Company  Subsidiary owns any other Real Property and
neither the Company nor any Company  Subsidiary  has any leasehold  interests in
any real property. As of May 31, 1997, to the Executive Sellers' knowledge,  the
Company and the Company  Subsidiaries  own,  and on the Closing  Date shall own,
good and  marketable  title to all of the Real  Property,  free and clear of all
material  Liens  (which  shall not be deemed to include  easements  or  property
agreements  normal or  customary  for Real  Property  of this type  which do not
materially impair the value or use of the Real Property), except as indicated on
Schedule 5.9.  Except as disclosed on Schedule  5.9, to the  Executive  Sellers'
knowledge,  all  Improvements  are free and clear of all material  Liens and are



free of any  structural or other defect or impairment  which might impair in any
material respect the value, utility, or life expectancy of such Improvements, or
which might otherwise  adversely affect, in any material respect,  the operation
or marketability thereof.  Except as set forth on Schedule 5.9, to the Executive
Sellers'  knowledge,  all of the  Real  Property  is  suitable  in all  material
respects for the purposes for which it is currently used or for its contemplated
use. Except as indicated on Schedule 5.9, to the Executive  Seller's  knowledge,
(a) all of the Real  Property has all  utilities  required for the occupancy and
operation  thereof,  except for Real Property which is not yet improved or where
the Improvements thereon are still to be completed; (b) the cost of installation
of  utilities  which  have been fully  installed  has been fully paid or will be
timely paid without penalty and there are no material  assessments  pending with
respect  thereto other than those to be paid in connection with the obtaining of
building  permits in the ordinary course of business;  (c) there exist paved and
publicly  dedicated  roads  providing  pedestrian  and vehicular  ingress to and
egress from all of the Real  Property;  and (d) except as  indicated on Schedule
5.9 and except those to be paid in the ordinary  course of business,  no portion
of any of the Real  Property  is affected by any  material  outstanding  special
assessments or impact fees imposed by any governmental  agency. To the Executive
Sellers'  knowledge  except as set forth on  Schedule  5.9,  the  Company has no
information  or  knowledge  of (a) any  change  contemplated  in any law,  rule,
regulation,  order or ordinance  that is not  otherwise  generally  known to the
public, (b) any judicial or administrative action, (c) any action by landowners,
or (d) any other fact or condition  of any kind or character  which is likely to
materially  adversely affect the current use or operation or the anticipated use
or operation of the Real Property taken as a whole.  No Affiliate of the Company
or of Sellers owns or leases,  directly or indirectly,  any adjacent property to
the Real Property except as set forth on Schedule 5.9.

     5.10  ENVIRONMENTAL  LIABILITY.  To the Executive Sellers'  knowledge,  the
Company and the Company  Subsidiaries  have  obtained all permits,  licenses and
other   authorizations   (such  permits,   licenses  and  authorizations   being
hereinafter  referred to as  "Environmental  Permits"),  which are required with
respect to the operation of their  respective  businesses and all Real Property,
including  Improvements,  under any  federal,  state and local laws  relating to
pollution or protection of the environment (referred to herein as "Environmental
Laws").  To the  Executive  Sellers'  knowledge,  the  Company  and the  Company
Subsidiaries   are  in  compliance   with  all  terms  and   conditions  of  all
Environmental  Permits and all applicable  Environmental Laws. Prior to Closing,
the  Executive  Sellers shall have  provided  Buyer with complete  copies of all
notices  known  to  the  Executive  Sellers  of  whatever  form  (all  of  which
disclosures  are set forth on Schedule 5.10) received by the Company,  a Company
Subsidiary  or any previous  owner or operator of any Real  Property  within the
five years  preceding  the date of this  Agreement  relating  to  compliance  or
noncompliance  in any  material  respect  with  any  Environmental  Law.  To the
Executive  Sellers'  knowledge,  there is no civil,  criminal or  administrative
action, demand, claim, investigation or proceeding pending or threatened against
the Company or any Company Subsidiary with regard to any Real Property, under or
relating in any way to the  Environmental  Laws, except as set forth on Schedule
5.10. 

     5.11 INSURANCE.  To the Executive Sellers'  knowledge,  the Company and the
Company  Subsidiaries  maintain  insurance in amounts and on terms customary for
their respective assets against risks of loss and liability.

     5.12 INVESTIGATIONS;  LITIGATION.  Except as disclosed on Schedule 5.12, to
the Executive  Sellers'  knowledge,  there is no  investigation  by any federal,
state or local  governmental  agency, or any action,  suit,  proceeding or claim
pending or threatened,  against or materially adversely affecting the Company or
any  Company  Subsidiary  (including,  without  limitation,  any  investigation,
action,  or proceeding with respect to Taxes),  or the assets or business of the



Company or the Company  Subsidiaries.  Except as disclosed on Schedule  5.12, to
the  Executive  Sellers'   knowledge,   neither  the  Company  nor  the  Company
Subsidiaries nor any director,  officer, employee or agent of the Company or the
Company Subsidiaries in their respective  capacities as such, is a party to any,
and there are no pending or threatened, legal, administrative, arbitral or other
proceedings, claims, suits, actions or governmental investigations of any nature
against  the  Company  or any  Company  Subsidiary,  or any  director,  officer,
employee or agent of the Company or any Company  Subsidiary in their  respective
capacities  as such,  or involving  any property or assets of the Company or any
Company Subsidiary and there is no outstanding order, writ, injunction or decree
of any court,  government  or  governmental  agency  against,  or affecting  the
Company, any Company Subsidiary or their respective assets or businesses.

     5.13  COMPLIANCE  WITH  LAWS,   REGULATIONS.   To  the  Executive  Sellers'
knowledge,  the Company and the Company  Subsidiaries  (a) have in all  material
respects conducted their respective businesses in compliance with all applicable
federal,  state and local  laws,  regulations  and  orders;  and (b) have in all
material  respects  operated their respective  businesses in compliance with all
permits,  licenses,  certificates  of  authority,  orders and  approvals  of all
applicable  federal,  state and  local  laws,  regulations  and  orders.  To the
Executive Sellers' knowledge, the Company and the Company Subsidiaries have made
all filings,  applications and  registrations  with,  federal,  state,  local or
foreign  governmental or regulatory bodies or other Persons that are required in
order to  permit  each to carry on its  business  as  presently  conducted,  the
failure of which is likely to have a Material  Adverse Effect.  To the Executive
Sellers'  knowledge,  all such  permits,  licenses,  certificates  of authority,
orders  and  approvals  are in full  force  and  effect,  and no  suspension  or
cancellation  of any of them is threatened;  and all such filings,  applications
and registrations are current.

     5.14 TAX MATTERS. To the Executive Sellers' knowledge,  all Tax returns and
other Tax  documents  required  to be filed with  respect to the  Company or the
Company  Subsidiaries  have been timely filed with the appropriate  governmental
authorities  in all  jurisdictions  in which  such  returns  and  documents  are
required  to be filed,  all of the  foregoing  as of the date  filed were in all
material  respects  true,  correct and  complete and reflect  accurately  in all
material  respects  all  liability  for  Taxes of the  Company  and the  Company
Subsidiaries for the periods to which such returns and documents relate, and all
amounts  shown as owing  thereon  have  been  paid.  To the  Executive  Sellers'
knowledge,  no taxation  authority has audited the records of the Company or the
Company  Subsidiaries or notified the Company or the Company Subsidiaries of its
intention to audit such records in the past five (5) years;  provided,  however,
that the Internal  Revenue Service may conduct a review of the Company's  income
tax returns for the years 1992 (the carryback  year) and 1995 (the loss year) as
a result of the  Company's  tax refund  request  related to such  years.  To the
Executive Sellers' knowledge,  neither the Company nor the Company  Subsidiaries
have waived any  restrictions  on assessment or collection of Taxes or consented
to the extension of any statute of limitations relating to taxation.

     5.15  ABSENCE OF CERTAIN  CHANGES.  To the  Executive  Sellers'  knowledge,
except as disclosed on Schedule 5.15 hereto,  since March 31, 1997,  the Company
and the Company Subsidiaries have conducted their businesses in the ordinary and
usual  course  consistent  with past  practices  and there has not  occurred any
material  adverse  change in the  financial  condition,  results of  operations,
properties,  assets,  liabilities  or  business  of the  Company and the Company
Subsidiaries.  Without  limiting  the  generality  of the  foregoing,  except as
disclosed on Schedule 5.15, to the Executive Sellers' knowledge, since March 31,
1997,  neither  the  Company  nor any  Company  Subsidiary  has: (a) amended its
Articles of Incorporation or Bylaws; (b) issued, sold or authorized for issuance
or sale, shares of any class of its securities  (including,  but not limited to,
by way of stock split or  dividend)  or any  subscriptions,  options,  warrants,



rights or  convertible  securities or entered into any agreements or commitments
of any  character  obligating  it to issue or sell any such  securities,  except
stock options  granted  pursuant to the  Company's  Stock Option Plan and shares
issued pursuant to the exercise  thereof;  (c) redeemed,  purchased or otherwise
acquired, directly or indirectly, any shares of its capital stock or any option,
warrant or other right to purchase or acquire any such  shares;  (d) declared or
paid  any  dividends  or other  distribution  (whether  in cash,  stock or other
property) with respect to its capital stock;  (e) suffered any material  damage,
destruction  or loss,  whether or not covered by insurance;  (f)  voluntarily or
involuntarily sold,  transferred,  surrendered,  abandoned or disposed of any of
its  assets or  property  rights  (tangible  or  intangible),  other than in the
ordinary  course  of  business   consistent  with  past  practices  at  a  price
substantially  consistent with prior operating practices; (g) granted or made(m)
any mortgage or pledge or subjected itself or any of its properties or assets to
any Lien,  except liens for Taxes not  currently  due; (h) created,  incurred or
assumed any material  liability or  indebtedness;  (i) made or committed to make
any significant capital  expenditures except in connection with the construction
of homes on the  Company's  Real  Property  in the  ordinary  course of business
consistent  with past  practice;  (j) applied any of its assets to the direct or
indirect  payment,  discharge,  satisfaction  or reduction of any amount payable
directly or indirectly to or for the benefit of any Seller or Affiliate  thereof
or to the prepayment of any such amounts (other than  compensation  and benefits
consistent  with  amounts  disclosed  by the Company in the  Company  Reports or
compensation  and  benefits  otherwise  consistent  with past  practices  and in
amounts   substantially  the  same  as  previously  included  in  the  Financial
Statements);  (k) altered the manner of keeping its books,  accounts or records,
or changed in any manner the accounting  practices therein reflected,  except as
required  by  generally  accepted  accounting  principles;   (l)  increased  the
compensation,  bonuses or benefits of any kind to any of its directors, officers
or employees over the amounts being paid to them on December 31, 1996 except for
salary  increases  not  material  in the  aggregate  to  persons  other than the
Company's  officers and  directors  or Sellers;  or (m)  experienced  any event,
change or condition of any character  whatsoever which has or is likely to have,
individually or in the aggregate,  a Material Adverse Effect.  Further,  without
limiting the foregoing,  to the Executive Sellers' knowledge,  the relationships
of the Company  and the  Company  Subsidiaries  with their  respective  vendors,
customers  and  subcontractors  are  generally  good and there exist no facts or
circumstances  known to the  Executive  Sellers  which would lead the  Executive
Sellers to believe that such  relationships  will change in any material respect
whether  or  not  in  connection  with  the  consummation  of  the  transactions
contemplated herein.

     5.16  RELATED  PARTIES.  Except to the  extent set forth on  Schedule  5.16
hereof,  none  of the  Sellers  nor to the  Executive  Sellers'  knowledge,  any
director or officer of the Company or any Company  Subsidiary  (individually  an
"Additional  Party" and collectively the "Additional  Parties") or any Affiliate
of any of the Sellers or any Additional Party: owns, directly or indirectly, any
interest  in any Person  which is a  competitor,  supplier  or  customer  of the
Company or any Company Subsidiary;  owns, directly or indirectly, in whole or in
part,  any  property,  asset or right,  real,  personal  or mixed,  tangible  or
intangible  (including,  but not limited to, any of the Real Property)  which is
utilized  in  the  operation  of the  business  of the  Company  or any  Company
Subsidiary;  or has an interest in or is, directly or indirectly, a party to any
contract,  agreement,  lease,  extension  of  credit  or  other  arrangement  or
relationship  (whether or not in writing) pertaining or relating to the business
or  operations  of the  Company  or any  Company  Subsidiary.  To the  Executive
Seller' knowledge, each agreement,  understanding or arrangement between any of
the  Sellers  and the Company or the  Company  Subsidiaries,  including  but not
limited  to,   agreements,   understandings  or  arrangements  with  respect  to
compensation,  benefits,  employment,  the  Shares  and  the  securities  of the
Company, is listed on Schedule 5.16.

     5.17 FULL  DISCLOSURE.  No  representation  or  warranty  of the  Executive
Sellers  contained in this Agreement,  and none of the statements or information



concerning the Company and the Company Subsidiaries  contained in this Agreement
or the exhibits and the  schedules  hereto,  contains or will contain any untrue
statement  of  a  material  fact  nor  will  such  representations,  warranties,
covenants or  statements  taken as a whole omit a material  fact  required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading.


                                   VI ARTICLE

                                    COVENANTS

     During the period from the date of this  Agreement  and until the  Closing,
each of the Sellers, jointly and severally,  and Buyer, as applicable,  agree to
perform and comply with the covenants set forth below:

     6.1  ACCESS  AND   INSPECTION.   Subject   to   Buyer's   execution   of  a
confidentiality  agreement  reasonably  acceptable  to the  Company and Buyer in
connection  with  obtaining the approval of the Company's  Board,  the Executive
Sellers  shall use their  best  efforts  to cause the  Company  and the  Company
Subsidiaries  to allow  Buyer and its  authorized  representatives  full  access
during  normal  business  hours  from and  after the date  hereof  and until the
Closing Date to all of the Company's and the Company  Subsidiaries'  properties,
books,  contracts,  commitments  and  records  for the  purpose  of making  such
investigation as Buyer may reasonably request,  and shall use their best efforts
to cause  the  Company  and the  Company  Subsidiaries  to  furnish  Buyer  such
information  concerning  their  affairs  as Buyer may  reasonably  request.  The
Executive  Sellers  shall  also use their best  efforts  to cause the  Company's
personnel to assist Buyer in making such  investigation and shall use their best
efforts   to  cause   the   counsel,   accountants,   and   other   non-employee
representatives  of the Company and the Company  Subsidiaries  to be  reasonably
available to Buyer for such  purposes.  Buyer agrees to provide the Sellers with
such information concerning Buyer as the Sellers may reasonably request in order
to enable the Sellers to fulfill their  fiduciary  duties to the Company and its
shareholders and to obtain the Company's consent to the access to be provided to
Buyer hereunder.

     6.2  CONFIDENTIAL  TREATMENT OF  INFORMATION.  The parties hereto and their
representatives  shall hold in confidence all data and information obtained with
respect to the other parties or their  businesses  (including the Company),  and
shall not use such data or  information  or disclose the same to others,  except
such data or information as is already known to such party or is published or is
a matter of public  record,  or as otherwise  required by law. Each party agrees
that it or its  representatives  shall use the  information  provided  the other
pursuant  to this  Agreement  solely for the  purpose of  evaluating  whether to
proceed with the transactions  contemplated  herein and for no other purpose. In
the event this Agreement is abandoned or  terminated,  each party shall promptly
return to the other(s) any statements,  documents,  schedules, exhibits or other
written  information  obtained  from  them in  connection  with  this  Agreement
including in the case of Buyer, any statements,  documents,  schedules, exhibits
or  written  information  obtained  from the  Company,  and shall not retain any
copies thereof.

     6.3  PUBLIC  ANNOUNCEMENTS.  The  initial  press  release  concerning  this
Agreement shall be a joint press release and thereafter, the parties will notify
each other  before  issuing any press  releases or  otherwise  making any public
statement with respect to this Agreement or any of the transactions contemplated
hereby  and will  not  issue  any such  press  release  or make any such  public
statement without the prior written consent of the other parties,  except as may
be required by applicable law.




     6.4  NOTIFICATION.  Each party to this Agreement  shall promptly notify the
other parties in writing of the  occurrence,  or threatened  occurrence,  of any
event that would  constitute a material breach or violation of this Agreement by
any  party or that  would  cause  any  representation  or  warranty  made by the
notifying  party in this  Agreement  to be false or  misleading  in any material
respect.  Sellers  will  promptly  notify Buyer of any event of which any Seller
obtains knowledge which could have a Material Adverse Effect.

     6.5 CONSENT OF GOVERNMENTAL  AUTHORITIES AND OTHERS.  Each of Buyer and the
Sellers  agrees to file,  submit or request (or cause to be filed,  submitted or
requested) as soon as reasonably  practicable  after the date of this  Agreement
and to prosecute  diligently any and all  applications or notices required to be
filed or submitted to any governmental  authorities prior to consummation of the
transaction  contemplated  herein,  and in the  case of  Sellers,  requests  for
consents  and  approvals  of third  parties  required  to be  obtained  prior to
consummation  of the  transactions  contemplated  herein.  Each of Buyer and the
Sellers  (with  respect  to the  Company  but  subject  to the  approval  of the
Company's  Board) shall promptly make available to the other such information as
each of them may reasonably request relative to its business,  assets, property,
employees, agents, officers, directors and shareholders (which shall be true and
correct in all material respects), as may be required by each of them to prepare
and file or submit such applications and notices and any additional  information
requested  by any  governmental  authority.  Further,  Buyer  shall  provide any
information  (which  shall  be  true  and  correct  in  all  material  respects)
reasonably  requested by Sellers in order to obtain any required  authorizations
or approvals of the Company's  Board or to enable the Company to make the filing
required by Section 14(f) of the Exchange Act.

     6.6 ACQUISITION  PROPOSALS;  NO  SOLICITATION.  Except for the transactions
contemplated by this Agreement,  unless and until this Agreement shall have been
terminated,  none of the Sellers shall, directly or indirectly solicit, initiate
or participate in any  negotiations or discussions  with respect to any offer or
proposal to acquire all or  substantially  all of the  business,  properties  or
capital  stock of the  Company or the Company  Subsidiaries,  whether by merger,
purchase of assets or otherwise,  except in the capacity as director or officers
of the Company as required to fulfill their fiduciary  duties to the Company and
its shareholders.  If any Sellers,  the Company or any Company  Subsidiary shall
receive any such offer or proposal, written or otherwise, Sellers shall promptly
inform Buyer of such offer or proposal and furnish  Buyer with a copy thereof if
such offer or proposal is in writing unless,  in the case of offers or proposals
which are received by the Company,  or by any Company  Subsidiary or the Sellers
in their capacity as officers or directors of the Company, the Company's counsel
advises the Sellers in writing that it is counsel's  legal  opinion (a) that the
Sellers are required to maintain such  information  in confidence or (b) that it
would be materially  detrimental to the Company and its shareholders to disclose
such information to Buyer.

     6.7  NON-EXERCISE  OF OUTSTANDING  OPTIONS.  The Sellers each agree that he
shall not after the Closing exercise any options,  warrants or rights to acquire
shares of the Company's capital stock held by such Seller.

     6.8  RESIGNATIONS AND WAIVER OF ANY RIGHT OF SEVERANCE OR CHANGE IN CONTROL
PAYMENTS.  The  Executive  Sellers  agree  that they will take such  actions  as
necessary  or  appropriate  (subject to their  respective  fiduciary  duties and
obligations  to the Company and its  shareholders)  to cause the  appointment of
Buyer's  designees to the  Company's  Board of Directors  (subject to compliance
with Section  14(f) of the Exchange  Act, if  applicable)  and shall  thereafter
submit  their  resignations  as officers  and  directors  of the Company and the
Company  Subsidiaries  and  shall  use  their  best  efforts  (subject  to their



respective fiduciary duties and obligations to the Company and its shareholders)
to obtain the  resignations  of the balance of the  directors of the Company who
were elected by the holders of the Company's  Class A Common Stock.  The Sellers
hereby  agree to waive  any  right  they may have to  receive  any  payments  in
connection  with  such   resignation  or  termination  of  employment   (whether
characterized  as severance or otherwise) and any amounts which might  otherwise
be  payable  to Sellers by the  Company  as a  consequence  of the  transactions
contemplated  by this Agreement or related to a change in control of the Company
other than accrued vacation and sick time since January 1, 1996.

     6.9  REIMBURSEMENT  OF INSURANCE  PREMIUMS.  Subject to the Company's Board
approval  thereof,  insurance trusts  established by Richard Levy and Harry Levy
shall  each  deliver  to the  Company  at the  Closing a  promissory  note to be
guaranteed by Richard Levy and Harry Levy,  respectively,  in an amount equal to
the  insurance  premiums  paid by the Company  for his  benefit  pursuant to the
Company's   executive  split  dollar  life  insurance  program  (the  "Insurance
Premiums")  and the  Company  shall,  subject  to a retained  security  interest
therein to secure the payment of such promissory  notes,  transfer such policies
to such insurance trusts. The principal amount of the promissory notes, together
with  interest  at the prime  rate,  shall be payable  twelve  months  after the
Closing Date.  The principal  amounts of the  promissory  notes and interest due
thereon shall be secured by the underlying insurance policy and in the event the
promissory  notes are not paid when due, the Company will be  substituted as the
beneficiary  under the policy and may pursue all available  remedies against the
makers and guarantors of the promissory  note for payment.  Notwithstanding  the
foregoing,  (a) in the event that on or prior to Closing the Insurance  Premiums
are paid to the Company from funds obtained by borrowing  against such policies,
from the cash  surrender  value of such policies  and/or other funds directly or
indirectly  provided  by Richard  Levy and Harry Levy (as the case may be),  the
promissory  notes  will not have to be  delivered  or (b) in the  event the cash
surrender value at Closing is at least equal to the Insurance  Premiums plus the
amount of the interest to be accrued thereon,  then,  provided that restrictions
are put in place which prohibit  utilization of the cash surrender  value by the
individuals  and  the  insurance  trusts  as well as  prohibit  use of the  cash
surrender  value to pay future  premiums on the policies,  the promissory  notes
will not have to be guaranteed by Richard Levy and Harry Levy, respectively.

     6.10 BEST EFFORTS.  Subject to the terms and  conditions of this  Agreement
and,  subject to and limited by the fiduciary  duties owed by the Sellers to the
Company and its shareholders,  each of the parties shall use its best efforts in
good  faith  to take or  cause  to be  taken  as  promptly  as  practicable  all
reasonable  actions  that are  within its power to cause to be  fulfilled  those
conditions  precedent to its obligations or the obligations of the other parties
to consummate the transactions contemplated by this Agreement that are dependent
upon its actions.


                                   VII ARTICLE

                              ADDITIONAL AGREEMENTS

     7.1 SURVIVAL OF THE REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS.
All of the  representations,  warranties,  covenants and agreements of Buyer and
Sellers  contained in this  Agreement  shall survive the Closing until 18 months
after the Closing Date.

     7.2 12-1/2% SENIOR NOTES; LINE OF CREDIT.

     (a) In the event that  pursuant to the terms of the  Company's  outstanding
12-1/2% Senior Notes due 2003 (the "12-1/2% Notes),  the Company is required to
redeem  or  offer to  purchase  all or any  portion  of the  12-1/2%  Notes as a



consequence of the transactions  contemplated herein,  Buyer agrees,  subject to
the  approval  of  the  Company's   Board  of  Directors   pursuant  to  Section
607.0901(4)(a)  Florida  Statutes,  that it will  either (i)  advance  the funds
directly to the Company to fund such  required  redemption  on terms  consistent
with the terms of the  outstanding  12-1/2%  Notes or (ii) will offer to acquire
the 12-1/2%  Notes and take such other steps and actions as may be  necessary so
that the Company is not in default  under the terms of the 12-1/2%  Notes and is
not  obligated to pay any amounts as a result  thereof not  otherwise  funded by
Buyer.

     (b) In the event that  pursuant to the terms of the  Company's  $10 million
line of credit with Ohio Savings (as may be renewed or  extended),  such line of
credit is called or  terminated  as a  consequence  of a "Change  of  Control of
Borrower"  as defined  therein and the Company is unable to replace such line of
credit with a third party institution,  Buyer agrees, subject to the approval of
the Company's Board of Directors, pursuant to Section 607.0901(4)(a), to provide
a line of credit to the Company consistent with the amount and terms of the Ohio
Savings  line of credit  including,  but not limited to,  interest  rate,  term,
collateral,  covenants  and  fees on or  prior  to the  termination  of the Ohio
Savings line of credit.

     (c) In furtherance of the foregoing, on or prior to the Closing Date, Buyer
shall  enter  into  an  agreement   with  the  Company  in  form  and  substance
satisfactory  to  the  Company  and  Buyer  evidencing  Buyer's  agreements  and
obligations under this Section 7.2.

     7.3 INVESTIGATION.

     (a)  Notwithstanding any provisions  contained herein to the contrary,  the
representations,  warranties,  covenants and agreements of this Agreement  shall
not be affected or diminished  in any way by the receipt of any notice  pursuant
to Section 6.4 or by any  investigation  (or failure to investigate) at any time
by or on behalf of the party for whose benefit such representations, warranties,
covenants and agreements  were made;  provided,  however,  that the Sellers may,
after the date of this Agreement,  provide supplemental  information to Buyer in
writing  (the  "Supplemental  Information")  and after  receipt by Buyer of such
Supplemental  Information,  Buyer  may at its  sole  discretion  terminate  this
Agreement based on such  Supplemental  Information but shall have no right after
the   Closing  to  seek   indemnification   or  recover  for  a  breach  of  any
representation,  warranty or covenant based on any matter specifically set forth
in the Supplemental  Information or any matter,  information or statement herein
or in any  schedule  to the extent  corrected  or  revised by such  Supplemental
Information; provided, however, that nothing herein shall limit Buyer's right to
reimbursement of its out-of-pocket costs pursuant to Section 9.1 hereof based on
such Supplemental  Information.  The Supplemental Information provided hereunder
must be designated on its face as "Supplemental  Information  delivered pursuant
to Section 7.3 of the Stock Purchase Agreement." By delivery of the Supplemental
Information,  the  Executive  Sellers  represent and warrant the accuracy of the
information contained therein as if specifically set forth in this Agreement.

     (b)  Notwithstanding  anything  to the  contrary  in  this  Section  7.3 or
otherwise,  Buyer  shall  have no right to  indemnification  from the  Executive
Sellers for Indemnified  Losses (as  hereinafter  defined) nor shall the Sellers
have any direct or indirect  liability or obligation of any kind  whatsoever for
any amounts resulting from a breach of any representation,  warranty or covenant
to the extent that Buyer  obtains a third party  report,  survey or appraisal or
obtains written information  provided by a third party which is not otherwise in
Sellers' or the Company's  possession  (other than as a result of being provided



to Sellers by Buyer)  which  discloses  to Buyer prior to the  Closing  that the
representation,  warranty or covenant is not correct or accurate in all material
respects.

     7.4 INDEMNIFICATION.

     (a) Each Seller  severally  and not jointly  agrees to  indemnify  and hold
harmless Buyer and its directors, officers,  shareholders,  employees and agents
from,  against and in respect  of, the full  amount of any and all  liabilities,
damages, claims,  deficiencies,  fines,  assessments,  losses, Taxes, penalties,
interest, costs and expenses, including, without limitation, reasonable fees and
disbursements of counsel (collectively,  the "Indemnified Losses") arising from,
in  connection  with,  or  incident  to any breach or  violation  of any of such
Seller's representations or warranties contained in Article IV or the agreements
contained in Sections 7.5 and 7.6; provided, however, that a Seller shall not be
responsible  for any  Indemnified  Loss or  Losses  arising  out of a breach  or
violation of the  representations  and warranties  contained in Article IV which
exceed the  aggregate  amount of the  Purchase  Price paid to such  Seller,  and
provided further that no such limitation shall apply to a breach or violation of
Sections 7.5 or 7.6.

     (b) The Executive Sellers jointly and severally agree to indemnify and hold
harmless Buyer and its directors, officers,  shareholders,  employees and agents
from,  against and in respect  of, the full  amount of any and all  liabilities,
damages, claims,  deficiencies,  fines,  assessments,  losses, Taxes, penalties,
interest, costs and expenses, including, without limitation, reasonable fees and
disbursements of counsel (collectively,  the "Indemnified Losses") arising from,
in  connection  with,  or  incident  to any  breach or  violation  of any of the
representations, warranties, covenants or agreements contained herein other than
the  representations  and warranties  contained in Article IV and the agreements
contained in Sections 7.5 and 7.6.

     (c) Buyer  agrees to  indemnify  and hold  harmless  the  Sellers and their
respective  assigns  from,  against  and in respect  of any and all  Indemnified
Losses arising from, in connection  with, or incident to any breach or violation
of any of the representations, warranties, covenants or agreements of Buyer.

     (d) LIMITATIONS ON INDEMNIFICATION. Notwithstanding the foregoing, no party
shall have any obligations under the indemnification provisions set forth herein
(i)  unless  notice of a claim for  indemnity  in respect of any matter has been
given to such party on or before 18 months after the Closing Date and (ii) until
the  aggregate  of all  Indemnified  Losses  owed by Buyer or the  Sellers (as a
group)  respectively,  exceeds three hundred fifty thousand  dollars  ($350,000)
(the "Basket Limitation");  it being understood that if any party or parties are
responsible  for  indemnification  to another party  hereunder for any amount in
excess of the Basket Limitation, then such party or parties shall be responsible
to indemnify the other only for such claims in excess of the Basket  Limitation.
Notwithstanding  any provision  contained  herein to the  contrary,  none of the
foregoing  limitations  of this Section 7.4 shall limit in any respect a party's
right to  indemnification  in connection  with any action based upon a breach by
the party owing  indemnification  of any covenant  contained  in this  Agreement
(including any breach or violation of Sections 7.5 or 7.6) or in connection with
any action based upon intentional or fraudulent actions,  misrepresentations  or
breaches of the party owing  indemnification  (the  parties  acknowledge  that a
negligent misrepresentation, even if constituting gross negligence, shall not be
deemed  to  constitute  fraud  for  these  purposes).  Further,  other  than  in
connection with a breach or violation of either Section 7.5 or 7.6, for which no
limitation  will apply,  the Executive  Sellers will not be responsible  for any
Indemnified Loss or Indemnified  Losses which exceed the aggregate amount of the
Purchase  Price paid to the  Executive  Sellers as a group and in no event shall



any Sellers  (other than the  Executive  Sellers) be liable or obligated for any
representation,  warranty or covenant  not within the scope of the  indemnity in
subsection (a) of this Section 7.4.

     (e) A  party  or  parties  hereto  agreeing  to be  responsible  for  or to
indemnify against any matter pursuant to this Agreement is referred to herein as
the  "Indemnifying  Party" and the other party or parties claiming  indemnity is
referred  to as  the  "Indemnified  Party".  An  Indemnified  Party  under  this
Agreement shall, with respect to claims asserted against such party by any third
party,  give written notice to each  Indemnifying  Party of any liability  which
might give rise to a claim for indemnity  under this Agreement  promptly (and in
any event  within  thirty (30) days) upon the receipt of any written  claim from
any such  third  party,  and  with  respect  to  other  matters  for  which  the
Indemnified Party may seek  indemnification,  give prompt written notice to each
Indemnifying Party of any liability or loss which might give rise to a claim for
indemnity;  provided,  however, that any failure to give such notice on a timely
basis will not waive any rights of the  Indemnified  Party  except to the extent
the rights of the Indemnifying Party are materially prejudiced by the failure to
provide timely notice.  As to any claim,  action,  suit or proceeding by a third
party, the Indemnifying  Party may assume the defense of such matter,  including
the employment of counsel  satisfactory to the Indemnified Party and the payment
of all expenses  relating  thereto.  The  Indemnifying  Party shall give written
notice to each Indemnified Party of its assumption of the defense of any action,
suit or  proceeding  within  fifteen  (15) days of  receipt  of notice  from the
Indemnified Party with respect to such matter.  The Indemnified Party shall have
the right to employ its or their own  counsel in any such  matter,  but the fees
and expenses of such counsel  shall be the  responsibility  of such  Indemnified
Party  unless (i) the  Indemnifying  Party  shall not have  reasonably  promptly
employed counsel  reasonably  satisfactory to such Indemnified Party or (ii) the
Indemnified  Party  shall have  reasonably  concluded  that the  conduct of such
proceeding by the Indemnifying  Party and counsel of its choosing will prejudice
the rights of the Indemnified  Party.  The Indemnified  Party shall provide such
cooperation  and  such  access  to its or its  Affiliates'  books,  records  and
properties as the Indemnifying  Party shall  reasonably  request with respect to
such matter;  and the parties hereto agree to cooperate with each other in order
to ensure the proper and adequate defense thereto.

     An  Indemnifying  Party shall not make any  settlement of any claim without
the  written  consent  of the  Indemnified  Party,  which  consent  shall not be
unreasonably  withheld.  Such consent by the  Indemnified  Party shall be deemed
granted if not  denied  within ten (10) days  after  request  therefor.  Without
limiting the generality of the foregoing, it shall not be deemed unreasonable to
withhold  consent to a settlement  involving  consideration or relief other than
the payment of money.  After  settlement and payment  thereof,  the Indemnifying
Party  shall have no right to dispute or object to the amount of the  settlement
or a claim for indemnification based thereon.

     With regard to claims by third parties for which indemnification is payable
hereunder, such indemnification shall be paid by the Indemnifying Party upon the
earlier to occur of: (i) the entry of a judgment  against the Indemnified  Party
and the expiration of any applicable appeal period, or if earlier, five (5) days
prior to the date  that the  judgment  creditor  has the  right to  execute  the
judgment; (ii) the entry of an unappealable judgment or final appellate decision
against the  Indemnified  Party;  (iii) a settlement of the claim;  or (iv) with
respect to indemnities for liabilities  relating to Taxes,  upon the issuance of
any resolution by a taxation authority.  Notwithstanding the foregoing, provided
that there is no dispute as to the applicability of indemnification, expenses of
counsel to the  Indemnified  Party shall be reimbursed on a current basis by the
Indemnifying  Party if and to the extent hereunder such expenses are a liability
of the Indemnifying Party. With regard to other claims for which indemnification
is  payable  hereunder,  such  indemnification  shall  be paid  promptly  by the
Indemnifying Party upon demand by the Indemnified Party.




     7.5  NONCOMPETITION.  Each of the  Sellers  acknowledges  that in  order to
assure  Buyer that the value of the Company and the  Company  Subsidiaries  will
continue after the Closing as "going concerns," the Sellers agree not to utilize
any knowledge of a proprietary and confidential  nature  concerning the business
of  the  Company  and  the  Company  Subsidiaries,   including  proprietary  and
confidential   information   concerning  their   relationships  with  customers,
suppliers, subcontractors and others, to compete with the Company or any Company
Subsidiary   for  a  period   of  three  (3)  years   following   the   Closing.
Notwithstanding the foregoing,  Sellers may engage in the homebuilding  business
based on their general  knowledge  relating to homebuilding and the homebuilding
business subject to the restrictions and the limitations contained herein. In no
event may any Seller or its or his employees, agents, or others under its or his
control to,  directly or indirectly,  on behalf of a Seller or any other Person,
(i)  utilize  the  Company's   customer  list  or  proprietary  or  confidential
information;  (ii) utilize the services of the Company's subcontractors utilized
by the  Company at any time  prior to the date of  Closing  except to the extent
such utilization does not materially  interfere with the business of the Company
and  the  Company   Subsidiaries   and  its  ongoing   relationships   with  its
subcontractors;  (iii) other than through general,  non-directed  advertising or
marketing,  solicit  the  business of any Person who is, who had been or who has
been identified as a future customer of the Company or any Company Subsidiary at
any time prior to the date of Closing;  or (iv) recruit or otherwise  solicit or
induce any person who is an employee of,  subcontractor of, or otherwise engaged
by as of the date of Closing, the Company or any Company Subsidiary to terminate
his or her employment or other  relationship  with any such entity,  or hire any
person who has left the employ of any such entity  during the  preceding two (2)
years other than the Sellers and Rita Schneid.  None of the Sellers shall at any
time, directly or indirectly,  (i) use or purport to authorize any Person to use
any telephone  number,  name, mark, logo, trade dress or other identifying words
or images  which are the same as or similar to those  used  currently  or in the
past by the Company or any Company Subsidiary or (ii) use, imply or identify any
past affiliation with the Company, whether or not, in either case, in connection
with a business competitive with that of the Company or any Company Subsidiary.

     7.6  CONFIDENTIALITY.  The Sellers  acknowledge  that the  confidential  or
proprietary  information  with  respect to the business  and  operations  of the
Company and the Company  Subsidiaries are valuable,  special and unique. None of
the Sellers  shall,  at any time after the Closing Date,  disclose,  directly or
indirectly,  to any Person, or use or purport to authorize any Person to use any
confidential  or  proprietary  information  with  respect to the  Company or any
Company Subsidiary, whether or not for a Seller's own benefit, without the prior
written consent of Buyer,  including without  limitation,  information as to the
financial condition, results of operations, customers, products (including model
information  and floor plans),  sources,  leads or methods of  identifying  Real
Property  or  business,  computer  systems,  marketing  strategies  or any other
information  relating  to the  Company or any  Company  Subsidiary  which  could
reasonably  be regarded  as  proprietary  and  confidential,  but not  including
information  which is or shall  become  generally  available to the public other
than as a result of an unauthorized disclosure by a Seller or a Person to whom a
Seller has provided such information.  The Sellers  acknowledge that Buyer would
not enter into this Agreement  without the assurance that all such  confidential
and  proprietary  information  will be used  for the  exclusive  benefit  of the
Company and the Company Subsidiaries.

     7.7 CONTINUING OBLIGATIONS.  The restrictions set forth in Sections 7.5 and
7.6  are  considered  by the  parties  to be  reasonable  for  the  purposes  of
protecting the value of the business and goodwill of the Company and the Company
Subsidiaries. Buyer and the Sellers acknowledge the irreparable harm which would
occur upon a breach and that  monetary  damages  would not  provide an  adequate
remedy to Buyer in the event the  covenants  contained  in Sections  7.5 and 7.6
were not complied with in accordance with their terms. Accordingly,  the Sellers



agree  that  any  breach  or  threatened  breach  by any of them of any of their
obligations under Sections 7.5 and 7.6 shall entitle Buyer,  without posting any
bond or other security,  to injunctive and other equitable  relief to secure the
enforcement of these provisions,  in addition to any other remedies which may be
available to Buyer.  In addition to its other rights and  remedies,  Buyer shall
have the right to require any Seller who breaches any of the covenants contained
in Sections  7.5 and 7.6 to account  for and pay over to Buyer,  as the case may
be, all  compensation,  profits,  money,  accruals and other benefits derived or
received,  directly or indirectly,  by such Seller from the action  constituting
such breach.  It is the desire and intent of the parties that the  provisions of
Sections 7.5, 7.6 and 7.7 be enforced to the fullest  extent  permissible  under
the laws and  public  policies  of each  jurisdiction  in which  enforcement  is
sought.  If any  provisions  of Sections  7.5,  7.6 and 7.7 relating to the time
period,  scope of activities or geographic area of restrictions is declared by a
court of competent  jurisdiction to exceed the maximum  permissible time period,
scope of activities or geographic  area, as the case may be, shall be reduced to
the maximum which such court deems  enforceable.  If any  provisions  other than
those  described  in the  preceding  sentence are  adjudicated  to be invalid or
unenforceable,  the invalid or unenforceable  provisions shall be deemed amended
(with respect only to the  jurisdiction  in which such  adjudication is made) in
such  manner  as to  render  them  enforceable  and to  effectuate  as nearly as
possible the original intentions and agreement of the parties.

     7.8 MISCELLANEOUS. In the event of any litigation to enforce the provisions
of Sections 7.5, 7.6, or 7.7, the prevailing  party shall be entitled to recover
its reasonable attorneys fees and costs from the other party or parties.

     7.9 Company Indemnification of its Officers and Directors.  Buyer shall use
its best efforts to maintain in full force and effect the  provisions  currently
contained  in the  Company's  Articles  of  Incorporation  and Bylaws  which the
parties agree are intended to grant the broadest possible indemnification to the
Company's officers and directors and former officers and directors  permitted by
Florida law. In the event that such  provisions  are modified  after  Closing to
reduce the indemnification  provided thereunder,  then Buyer agrees to indemnify
and hold  harmless the Sellers who were officers and directors of the Company to
the extent that any modified indemnification does not cover them as fully as the
indemnification provisions before any such modifications.


                                  ARTICLE VIII

                              CONDITIONS PRECEDENT

     8.1 CONDITIONS  PRECEDENT TO THE  OBLIGATIONS OF BUYER.  The obligations of
Buyer to consummate the transactions  contemplated by this Agreement are subject
to the satisfaction at or prior to the Closing of the following conditions.

     (a) REPRESENTATIONS AND WARRANTIES TRUE. The representations and warranties
of the Sellers  contained  in this  Agreement  and in any  certificate  or other
document  delivered  pursuant to this Agreement shall be true and correct in all
material respects (except for  representations and warranties which are by their
terms qualified by materiality, which shall be true and correct in all respects)
as of the  Closing  Date with the same force and effect as though made on and as
of such date,  except that those  representations  and warranties  which address
matters  only as of a  particular  date  shall  remain  true and  correct in all
material respects (except for  representations and warranties which are by their
terms qualified by materiality, which shall be true and correct in all respects)
as of such date.




     (b) COVENANTS AND AGREEMENTS PERFORMED. The covenants and agreements of the
Sellers contained in this Agreement to be performed or complied with on or prior
to the  Closing  Date shall have been duly  performed  or  complied  with in all
material respects.

     (c) NO MATERIAL  ADVERSE  CHANGE.  There shall not have occurred any event,
change or  condition  which has  adversely  affected  or is likely to  adversely
affect in any material  respect the  financial  condition,  assets,  liabilities
(whether  absolute,  accrued,  contingent or otherwise),  earnings,  book value,
business,  operations  or prospects of the Company and the Company  Subsidiaries
taken as a whole.

     (d)  GOVERNMENTAL   CONSENTS.   All  consents  and  approvals  required  by
governmental or regulatory  authorities for the consummation of the transactions
contemplated  by this  Agreement  shall have been obtained,  including,  without
limitation,  the  expiration of any notice and waiting period under the HSR Act.
All of such  consents  and  approvals  shall  have  been  obtained  without  the
imposition of any adverse terms or conditions.

     (e) DUE DILIGENCE.  Buyer shall have completed its due diligence  review of
the Company and the Company  Subsidiaries  to Buyer's  satisfaction  in its sole
discretion;  provided,  however,  that this condition  shall be deemed waived by
Buyer if Buyer has not terminated  this  Agreement  pursuant to and prior to the
termination of the due diligence period set forth in Section 9.1(c) hereof.

     (f) CONSENTS.  Other than  consents  pursuant to the terms of the Company's
outstanding 12-1/2% Notes and the Ohio Savings line of credit, the Sellers shall
have obtained all consents and  approvals  required to be obtained in connection
with  the  consummation  of the  transactions  contemplated  hereby,  including,
without  limitation,  any consents  required to be obtained in  connection  with
those  instruments  and  agreements  listed on Schedule  5.5 hereto and consents
necessary to enable the business and  operations  of the Company and the Company
Subsidiaries  after  consummation  of the  transactions  contemplated  hereby to
continue to be conducted in the same manner as  currently  conducted.  Each such
consent  shall have been  obtained  without  the  imposition  of any  materially
adverse terms or conditions or without the imposition of any significant cost.

     (g) NO LITIGATION. No litigation,  arbitration or other proceeding shall be
pending or, to the knowledge of the parties,  threatened by or before any court,
arbitration  panel or governmental  authority;  no law or regulation  shall have
been enacted after the date of this Agreement; and no judicial or administrative
decision shall have been  rendered;  in each case,  which enjoins,  prohibits or
materially restricts,  or seeks to enjoin,  prohibit or materially restrict, the
consummation of the transactions contemplated by this Agreement.

     (h) ORDINARY COURSE, INSURANCE, PRESERVATION OF BUSINESS, ET CETERA. Except
as otherwise agreed to in writing by Buyer,  each of the Company and the Company
Subsidiaries shall have:

          (i)  carried  on  its  business  only  in  the  ordinary   course  and
               consistent  with  their  respective   policies,   procedures  and
               practices  in   substantially   the  same  manner  as  heretofore
               conducted;

          (ii) kept in full force and effect the insurance coverage in effect on
               the date hereof to the extent that such insurance continues to be
               reasonably available;




          (iii) maintained, renewed, kept in full force and effect and preserved
               its business  organization  and material  rights and  franchises,
               permits and licenses and have used its best efforts to retain its
               present  employee force so that it will be available on and after
               the  Closing  and  maintained  its  existing,   or  substantially
               equivalent,  material  relationships  with others having business
               relations  with it and have used its best efforts to maintain the
               continuance of its general customer and  supplier  relationships;
               and

          (iv) duly complied in all material  respects with all laws  applicable
               to it and to the conduct of its business.

     (i)  PROHIBITED  ACTION  WITHOUT  APPROVAL.  Except with the prior  written
          consent  of Buyer  and as  otherwise  required  or  permitted  by this
          Agreement or disclosed in Schedule 8.1(i) hereof,  each of the Company
          and the Company  Subsidiaries shall not have,  directly or indirectly,
          done any of the  following  after  March 31,  1997: 

          (i)  amended its Articles of Incorporation or Bylaws;

          (ii) issued,  sold or authorized  for issuance or sale,  shares of any
               class of its securities including,  but not limited to, by way of
               stock  split  or  dividend  (other  than in  connection  with the
               issuance  of options  under or the  exercise  of options  granted
               pursuant   to  the   Company's   stock   option   plan)   or  any
               subscriptions,   options,   warrants,   rights   or   convertible
               securities,  or entered into any agreements or commitments of any
               character obligating it to issue or sell any such securities;

          (iii) redeemed,   purchased   or   otherwise   acquired,  directly  or
               indirectly, any shares of its capital stock or debt securities or
               any  option,  warrant or other  right to  purchase or acquire any
               such shares;

          (iv) declared or paid any dividend or other  distribution  (whether in
               cash, stock or other property) with respect to its capital stock;

          (v)  acquired any material  assets,  except  expenditures  made in the
               ordinary course of business as reasonably necessary to enable the
               Company and the Company Subsidiaries to conduct their business in
               a manner consistent with past practices;

          (vi) voluntarily sold, transferred, surrendered, abandoned or disposed
               of any of its assets or property rights (tangible or intangible),
               other than in the  ordinary  course of business  consistent  with
               past  practices at a price  substantially  consistent  with prior
               operating practices;

          (vii) granted or made any  mortgage  or pledge or subjected  itself or
               any of its  properties  or assets to any Lien,  except  liens for
               Taxes not  currently due or Liens which could not have a Material
               Adverse Effect;

          (viii) enhanced,  expanded, modified, replaced or altered any computer
               or data  processing  system  owned,  leased  or  licensed  by the
               Company  or the  Company  Subsidiaries  (including  any  software
               associated  with any such computer or system),  except  customary
               enhancements and modifications consistent with past practice;

          (ix) created,   incurred  or  assumed  any   material   liability   or
               indebtedness;




          (x)  made or committed to make any  significant  capital  expenditures
               except  in  connection  with the  construction  of homes  and the
               associated  intrastructure  on the Company's Real Property in the
               ordinary course of business consistent with past practice;

          (xi) applied  any of its  assets to the  direct or  indirect  payment,
               discharge,  satisfaction  or  reduction  of  any  amount  payable
               directly or indirectly to or for the benefit of any Seller or any
               Affiliate thereof, except for salaries and other benefits payable
               to  Sellers  who are  officers,  directors  or  employees  of the
               Company  consistent  with the  amounts  indicated  in the Company
               Reports or salaries or benefits  otherwise  consistent  with past
               practices  in  amounts   substantially  the  same  as  previously
               included in the Financial Statements;

          (xii)granted any increase in the  compensation or benefits  payable or
               to become payable to directors, officers or employees; or paid to
               Sellers any severance or amounts payable  relating to a change of
               control  other than accrued  vacation and sick time since January
               1, 1996;  provided that the Company may increase the compensation
               payable to employees who are not Sellers in  connection  with its
               customary annual review practices in an amount on each individual
               basis  not in  excess  of 4.5% of the  base  pay  established  in
               connection with the last annual review;

          (xiii) entered into any new employment contract with any person having
               a salary thereunder in excess of fifty thousand dollars ($50,000)
               that  the  Company  does  not  have  the  unconditional  right to
               terminate  without  liability  (other than liability for services
               already rendered), at any time on or after the Closing;

          (xiv)adopted  any new  employee  benefit  plan or  made  any  material
               change in or to any existing employee benefit plan other than any
               such change that is required by law or this Agreement;

          (xv) other than as contemplated by this Agreement,  altered the manner
               of keeping  its books,  accounts  or  records,  or changed in any
               manner the accounting  practices  therein  reflected,  including,
               without  limitation,  the  methods  used  in  allocating  income,
               charging  costs,  or valuing  its  assets,  except as required by
               generally accepted accounting principles;

          (xvi)entered into any  commitment or  transaction  with the Sellers or
               Sellers' Affiliates other than in the ordinary course of business
               consistent with past  practices;  

          (xvii) taken or omitted to take any action  which would  render any of
               the Sellers'  representations  or warranties untrue or misleading
               in any  material  respect,  or which  would  be a  breach  in any
               material respect of any of the Sellers' covenants;

          (xviii) taken any action  which is likely to have a  Material  Adverse
               Effect; or

          (xix)agreed,  whether  in  writing  or  otherwise,  to do  any  of the
               foregoing.

     (j)  RESIGNATIONS.  The  individuals  designated  by Buyer  shall have been
          appointed to the  Company's  Board of Directors  and the  resignations
          contemplated by Section 6.8 shall be delivered at the Closing.

     (k)  REIMBURSEMENT  OF PREMIUMS.  The Sellers  shall have  delivered to the
          Company the promissory  notes and security  agreement  contemplated by
          Section 6.9.




     (l)  APPROVAL  OF THE  BOARD OF  DIRECTORS  OF THE  COMPANY.  The  Board of
          Directors of the Company  shall have approved the  acquisition  of the
          Shares by Buyer and the acquisition by Buyer of any subsequent  shares
          representing  a majority or more of the voting power of the Company in
          the election of directors so that the  acquisitions  by Buyer will not
          constitute "control-share  acquisitions" pursuant to Section 607.0902,
          Florida Statutes.  Further, the Board of Directors shall have approved
          (i) the  transactions  contemplated  by Section  7.2  relating  to the
          Company's  outstanding  12-1/2%  Notes  and the Ohio  Savings  line of
          credit pursuant to Section  607.0901(4)(a)  Florida  Statutes and (ii)
          Section 6.9 relating to certain split dollar life insurance premiums.

     (m)  COMPLIANCE WITH RULE 14F-1. To the extent required by Section 14(f) of
          the Exchange Act, the Company shall have filed with the  Commission an
          information  statement  (the  "Information   Statement")  pursuant  to
          Section  14(f)  of  the  Exchange  Act  and  Rule  14f-1   promulgated
          thereunder  and   distributed   the   Information   Statement  to  its
          stockholders at least ten (10) days prior to Closing.  The Information
          Statement (i) shall comply in all material  respects  with  applicable
          Commission  rules  regarding the form,  content and time of filing and
          (ii) shall not contain any untrue  statement of any  material  fact or
          omit to  state a  material  fact  required  to be  stated  therein  or
          necessary  in order to make the  statements  therein,  in light of the
          circumstances  under  which they were made,  not  misleading;  unless,
          however, such untrue statement of a material fact or omission to state
          a material  fact in the  Information  Statement  was made in  reliance
          upon, and in conformity with, written information  concerning Buyer or
          its shareholders, directors or officers or its designees for directors
          of the Company furnished by it specifically for use in the Information
          Statement.   Prior  to  filing  the  Information  Statement  with  the
          Commission and distributing the Information Statement to the Company's
          stockholders,   the  Company  shall  have  submitted  the  Information
          Statement to Buyer and its counsel and provided  Buyer and its counsel
          with a reasonable opportunity to review and comment upon same.

     (n)  ABSENCE OF CERTAIN EVENTS. The Company shall not have (i) suffered any
          material  damage,  destruction or other casualty loss,  whether or not
          covered  by  insurance  or  (ii)  involuntarily   sold,   transferred,
          surrendered,  abandoned  or  disposed of any of its assets or property
          rights (tangible or intangible).

     (o)  CERTIFICATE OF SELLERS.  The Executive Sellers shall have delivered to
          Buyer one or more certificates,  dated the Closing Date, certifying in
          such  detail  as Buyer may  reasonably  request,  that the  conditions
          specified in this Sections 8.1(a),  (b), (c), (f), (g), (h), (i), (l),
          (m) and (n) above have been  fulfilled and as to such other matters as
          Buyer may reasonably request.

     8.2 CONDITIONS  PRECEDENT TO THE OBLIGATIONS OF SELLERS. The obligations of
Sellers to  consummate  the  transactions  contemplated  by this  Agreement  are
subject  to the  satisfaction  at or  prior  to  the  Closing  of the  following
conditions.

     (a)  REPRESENTATIONS   AND  WARRANTIES   TRUE.  The   representations   and
          warranties of Buyer  contained in this Agreement or in any certificate
          or other document  delivered  pursuant to this Agreement shall be true
          and correct in all material respects (except for  representations  and
          warranties  which are by their terms qualified by  materiality,  which
          shall be true and correct in all respects) as of the Closing Date with
          the same  force  and  effect as  though  made on and as of such  date,
          except that those representations and warranties which address matters
          only as of a  particular  date shall  remain  true and  correct in all
          material respects (except for representations and warranties which are
          by their  terms  qualified  by  materiality,  which  shall be true and
          correct in all respects) as of such date.




     (b)  COVENANTS AND  AGREEMENTS  PERFORMED.  The covenants and agreements of
          Buyer  contained in this Agreement to be performed or complied with on
          or prior to the  Closing  Date  shall  have  been  duly  performed  or
          complied with in all material respects.

     (c)  GOVERNMENTAL   CONSENTS.   All  consents  and  approvals  required  by
          governmental  or regulatory  authorities  for the  consummation of the
          transactions  contemplated by this Agreement shall have been obtained,
          including,  without  limitation,  the  expiration  of any  notice  and
          waiting  period under the HSR Act. All of such  consents and approvals
          shall have been obtained  without the  imposition of any adverse terms
          or conditions.

     (d)  NO LITIGATION. No litigation, arbitration or other proceeding shall be
          pending or, to the  knowledge of the parties,  threatened by or before
          any court,  arbitration  panel or  governmental  authority;  no law or
          regulation  shall have been enacted after the date of this  Agreement;
          and no judicial or  administrative  decision shall have been rendered;
          in each case,  which enjoins,  prohibits or materially  restricts,  or
          seeks to enjoin,  prohibit or materially restrict, the consummation of
          the transactions contemplated by this Agreement.

     (e)  APPROVAL OF BUYER'S BOARD.  The Buyer's Board of Directors  shall have
          approved this Agreement and the transactions contemplated hereby.

     (f)  BUYER'S   CERTIFICATE.   Buyer  shall  have  delivered  to  Sellers  a
          certificate  executed by its President or a Vice President,  dated the
          Closing  Date,  certifying  in such detail as Sellers  may  reasonably
          request,  that the  conditions  specified  in Sections  8.2(a) and (b)
          above have been fulfilled.

                                   ARTICLE IX

                                 MISCELLANEOUS

     9.1 TERMINATION. This Agreement may be terminated:

     (a)  By the mutual consent of Buyer and Sellers;

     (b)  By Buyer or the Sellers,  at any time after  August 11,  1997,  if the
          Closing shall not have occurred on or before that date;

     (c)  By  Buyer  in its  sole  discretion  (i) at any  time  during  its due
          diligence period which shall terminate  forty-five (45) days after the
          later of (x) the  date in  which  Buyer  and its  representatives  and
          agents  are  provided   access  to  the   Company's  and  the  Company
          Subsidiary's properties, books, contracts, commitments and records and
          (y) the date on which all of the  schedules  to be provided by Sellers
          are delivered to Buyer and its counsel, unless extended by the parties
          by  mutual  agreement,  (ii) in the  event  that the  Sellers  deliver
          Supplemental Information to Buyer pursuant to Section 7.3, at any time
          within  five (5)  business  days after  receipt  of such  Supplemental
          Information;  and (iii) in the event that Buyer is not provided access
          to the  Company's  books and  records as  contemplated  by Section 6.1
          within five (5) business days after the execution of this Agreement.

     (d)  By  Sellers,  if  Buyer's  Board of  Directors  has not  approved  the
          transactions  contemplated  herein  and  Sellers  have not  received a
          writing  confirming such approval  executed by Buyer's Chairman of the



          Board of Directors or  President  prior to the date ten (10)  business
          days after the date hereof;

     (e)  By Buyer,  upon written notice provided to Sellers,  if there has been
          any material misrepresentation in this Agreement by any of the Sellers
          or a  material  breach  by the  Sellers  of any of  their  warranties,
          covenants  or  agreements  set  forth  herein;  provided  that if such
          misrepresentation  or breach is  curable,  it is not cured  within ten
          (10) business days after notice thereof;

     (f)  By Sellers,  upon written notice  provided to Buyer, if there has been
          any material misrepresentation by Buyer, or a material breach by Buyer
          of any of its  warranties,  covenants or agreements  set forth herein;
          provided that if such  misrepresentation  or breach is curable,  it is
          not cured within ten (10) business days after notice thereof;

     (g)  By Buyer,  if any event or  circumstance  shall occur that renders the
          satisfaction of any condition to the obligations of Buyer set forth in
          Section  8.1  impossible  and such  condition  has not been  waived by
          Buyer; or

     (h)  By Sellers,  if any event or circumstance shall occur that renders the
          satisfaction  of any condition to the obligations of Sellers set forth
          in Section 8.2  impossible  and such  condition has not been waived by
          Sellers.

     If this  Agreement is  terminated  pursuant to this  Section  9.1,  written
notice thereof shall promptly be given by the party electing such termination to
the other party and,  subject to the expiration of the cure periods  provided in
clauses  (c) and (e) above,  if any,  this  Agreement  shall  terminate  without
further  actions by the parties and no party shall have any liability or further
obligation  under this Agreement,  provided that if this Agreement is terminated
because (i) of the failure of any party to fulfill its obligations  hereunder or
the breach of the  representations, warranties or covenants of such  party; (ii)
Buyer has not been afforded access to the Company's properties,  books, records,
contracts  and  commitments;  (iii) the Sellers have not delivered the schedules
referenced  in Section 9.14  hereof;  or (iv) because acts taken or omissions by
the Company or the occurrence of facts or events  relating to the Company,  have
made the fulfillment of conditions  precedent set forth in Sections 8.1(h), (i),
(l) and (m) impossible,  then the non-defaulting party, or Buyer, in the case of
the performance of such conditions precedent, shall be entitled to reimbursement
for the  out-of-pocket  costs  incurred  by the  party in  connection  with this
Agreement up to an aggregate amount equal to $250,000;  provided,  further, that
in  addition  to  the  foregoing  and  notwithstanding  anything  herein  to the
contrary,  Buyer may,  upon a material  breach by any Seller of its  obligations
hereunder,  seek  injunctive  and other  equitable  relief,  including  specific
performance   provided   that,  in  connection   with  obtaining  such  specific
performance,  Buyer  waives and  relinquishes  any and all  claims  for  damages
directly or  indirectly  arising from such  breach(es).  In the event that Buyer
shall institute any action  specifically to enforce any Seller's  performance of
this  Agreement,  such Seller  agrees and  stipulates  to waive any defense that
there is an adequate remedy at law.

     9.2 . Any  notice,  request,  demand  or other  communication  required  or
permitted  under  this  Agreement  shall be in  writing  and shall be  delivered
personally or sent by certified mail, return receipt requested, postage prepaid,
or  sent by  facsimile  or  prepaid  overnight  courier  to the  parties  at the
addresses set forth below their names below (or at such other addresses as shall
be specified by the parties by like notice).




     If to Sellers:

          Mr. Harry A. Levy 
          10800 Biscayne  Boulevard  
          Suite 510 
          Miami,  FL  33161 
          Facsimile No.: (305) 891-0315

                and

          Mr. Richard D. Levy
          1545 Fan Palm Road
          Boca Raton, FL 33432
          Facsimile No.: (561) 394-0151

     with a copy to:

          Rubin Baum Levin Constant Friedman
            & Bilzin
          2500 First Union Financial Center
          Miami, FL 33131
          Attn: Brian L. Bilzin, Esq.
          Facsimile No.: (305) 374-7593
          Telephone:  (305) 374-7580

     If to Buyer:

          BankAtlantic Bancorp, Inc.
          1750 E. Sunrise Blvd.
          Ft. Lauderdale, FL 33304
          Attn: Alan B. Levan
          Facsimile No.: 965-768-0520

     with a copy to:

          Stearns Weaver Miller Weissler
            Alhadeff & Sitterson, P.A.
          150 West Flagler Street
          Suite 2400
          Miami, FL 33130
          Attn: Alison W. Miller, Esq.
          Facsimile No.: 305-789-3395

     Such  notices,  demands,  claims and other  communications  shall be deemed
given when actually received or (a) in the case of delivery by overnight service
with  guaranteed  next day  delivery,  the next  day or the day  designated  for
delivery, (b) in the case of certified U.S. mail, five days after deposit in the
U.S. mail, or (c) in the case of facsimile, the date upon which the transmitting
party received confirmation of receipt by facsimile, telephone or otherwise.

     9.3  FURTHER  ASSURANCES.  The  parties  shall  deliver  any and all  other
instruments or documents  required to be delivered  pursuant to, or necessary or
proper in order to give effect to, the provisions of this  Agreement,  including
without  limitation,  all necessary  stock powers and such other  instruments of



transfer as may be necessary or  desirable to  transfer  ownership of the Shares
and to consummate the transactions contemplated by this Agreement.

     9.4 ENTIRE AGREEMENT. This Agreement and the exhibits and schedules to this
Agreement  contain  every  obligation  and  understanding  between  the  parties
relating  to  the  subject  matter  hereof  and  merge  all  prior  discussions,
negotiations and agreements, if any, between them, and none of the parties shall
be bound by any representations, warranties, covenants, or other understandings,
other than as expressly provided or referred to herein.

     9.5 ASSIGNMENT. This Agreement shall be binding upon and shall inure to the
benefit of the  parties  hereto and their  respective  heirs,  executors,  legal
representatives,  successors and permitted  assigns.  No party hereto may assign
this Agreement or any rights  hereunder,  in whole or in part, except that Buyer
may assign this Agreement to any of its Affiliates;  provided, however, that any
assignee  shall  assume  the  assignor's  obligations  hereunder,  and  no  such
assignment  shall release the  assigning  party from its  obligations  hereunder
without the prior written consent of the other parties hereto.

     9.6 WAIVER AND AMENDMENT. Any representation,  warranty,  covenant, term or
condition of this Agreement which may legally be waived,  may be waived,  or the
time of performance  thereof extended,  at any time by the party hereto entitled
to the  benefit  thereof,  and any term,  condition  or  covenant  hereof may be
amended  by the  parties  hereto  at any time.  Any such  waiver,  extension  or
amendment  shall be evidenced by an instrument in writing  executed on behalf of
the  appropriate  party.  No waiver by any party  hereto of its rights under any
provision of this  Agreement  shall  constitute a waiver of such party's  rights
under such provisions at any other time or a waiver of such party's rights under
any other  provision of this  Agreement.  No failure by any party hereto to take
any action  against  any breach of this  Agreement  or default by another  party
shall  constitute a waiver of the former  party's right to enforce any provision
of this  Agreement  or to take  action  against  such  breach or  default or any
subsequent breach or default by such other party.

     9.7 NO THIRD  PARTY  BENEFICIARY.  Nothing  expressed  or  implied  in this
Agreement is intended, or shall be construed,  to confer upon or give any Person
other  than  the   parties   hereto  and  their   respective   heirs,   personal
representatives,  legal  representatives,  successors and permitted assigns, any
rights or remedies under or by reason of this Agreement.

     9.8  SEVERABILITY.  In the  event  that  any one or more of the  provisions
contained in this Agreement shall be declared  invalid,  void or  unenforceable,
the remainder of the provisions of this Agreement shall remain in full force and
effect, and such invalid,  void or unenforceable  provision shall be interpreted
as closely as possible to the manner in which it was written.

     9.9  EXPENSES.  All  expenses  (including,  without  limitation,  financial
advisory  fees,  legal  fees and  expenses,  broker and  finder  fees,  fees and
expenses  of  accountants)  incurred  by  each  party  in  connection  with  the
transactions  contemplated  hereby  will be borne by the  party  incurring  such
expense.

     9.10 HEADINGS.  Article titles and headings to sections herein are inserted
for  convenience  of  reference  only and are not intended to be a part of or to
affect the  meaning or  interpretation  of this  Agreement.  The  schedules  and
exhibits  referred to herein shall be construed  with and as an integral part of
this Agreement to the same extent as if they were set forth verbatim herein. The
specification  of  any  dollar  amount  in  the  representations  or  warranties
contained  in  this  Agreement  or the  inclusion  of any  specific  item in any
schedules hereto is not intended to imply that such amounts,  or higher or lower



amounts,  or the items so included or other items, are or are not material,  and
neither party shall use the fact of the setting of such amounts or the inclusion
of any such item in any dispute or controversy between the parties as to whether
any obligation, item or matter not described herein or included in a schedule is
or is not material for purposes of this Agreement.

     9.11  COUNTERPARTS.  This  Agreement  may  be  executed  in any  number  of
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together shall constitute one and the same instrument.

     9.12  INJUNCTIVE  RELIEF.  It is  possible  that  remedies  at  law  may be
inadequate  and,  therefore,  the parties  hereto shall be entitled to equitable
relief including, without limitation, injunctive relief, specific performance or
other equitable remedies in addition to all other remedies provided hereunder or
available to the parties hereto at law or in equity.

     9.13  GOVERNING  LAW.  This  Agreement  has been  entered into and shall be
construed  and  enforced  in  accordance  with the laws of the State of  Florida
without reference to the choice of law principles thereof.

     9.14 SCHEDULES.  Notwithstanding anything to the contrary contained herein,
it is  contemplated  by the parties hereto that the Sellers shall provide all of
the  schedules  to this  Agreement  contemplated  to be  provided by the Sellers
within seven (7) days after the execution and delivery of this  Agreement by the
parties hereto (the  "Delivery  Date") by delivering a copy of such schedules to
each of the Buyer and its legal counsel on or prior to the Delivery  Date.  Upon
delivery  thereof,  such  schedules  shall  be  deemed  for all  purposes  to be
incorporated  in and a part  of  this  Agreement  modifying  as  applicable  the
provisions  hereof.  In the event that the Sellers do not deliver such schedules
on or prior to the Delivery  Date,  Buyer shall have the right to terminate this
Agreement as a result of such  failure to deliver by giving the Sellers  written
notice of termination thereof and upon such termination neither party shall have
any  further  liability  or  obligation  hereunder  other  than the  payment  of
out-of-pocket costs as contemplated by Section 9.1.





     IN WITNESS  WHEREOF,  the parties  hereto have each  executed and delivered
this Agreement as of the day and year first above written.

                                     BANKATLANTIC BANCORP, INC.


                                     By:  /s/Alan B. Levan         
                                          Name:  Alan B. Levan
                                          Title: Chairman


                                     SELLERS:

                                     RICHARD D. LEVY LIVING TRUST


                                     By: /s/Richard D. Levy
                                         Richard D. Levy, Trustee


                                     /s/Richard D. Levy 
                                     Richard D. Levy


                                     /s/Beatrice Levy   
                                     Beatrice Levy


                                     /s/Harry A. Levy
                                     Harry A. Levy


                                     /s/Davida Levy 
                                     Davida Levy


                                     /s/Mark A. Levy  
                                     Mark A. Levy


                                     /s/Jo Ann M. Levy 
                                     Jo Ann M. Levy


                                     /s/Jo Ann Levy   
                                     Jo Ann Levy


                                     /s/Daniel H. Levy     
                                     Daniel H. Levy



                                     /s/Allison Levy Sacks     
                                     Allison Levy Sacks


                                     /s/Lisa Lampert 
                                     Lisa Lampert


                                     /s/Aron S. Lampert
                                     Aron S. Lampert


                                     /s/Joel M. Levy 
                                     Joel M. Levy


                                     /s/Robert A. Levy  
                                     Robert A. Levy


                                     /s/David J. Levy 
                                     David J. Levy


                                     /s/Elka N. Lampert
                                     Elka N. Lampert

                                    
                                     ROBERT A. LEVY IRREVOCABLE TRUST


                                     By:  /s/Richard D. Levy 
                                          Richard D. Levy, Trustee


                                     By:  /s/Harry A. Levy - Trustee
                                          Harry A. Levy, Trustee


                                     DAVID J. LEVY IRREVOCABLE TRUST


                                     By:  /s/Harry A. Levy - Trustee
                                          Harry A. Levy, Trustee


                                     By:  /s/Richard D. Levy 
                                          Richard D. Levy, Trustee



                                     ELKA N. LAMPERT IRREVOCABLE TRUST


                                     By:  /s/Richard D. Levy
                                          Richard D. Levy, Trustee


                                     AVRAHAM R. LAMPERT IRREVOCABLE TRUST


                                     By:  /s/Richard D. Levy 
                                          Richard D. Levy, Trustee


                                      HARRY A. LEVY GRANDCHILDREN'S TRUST


                                      By: /s/Richard D. Levy 
                                          Richard D. Levy, Trustee


                                      RICHARD D. LEVY GRANDCHILDREN'S TRUST


                                      By: /s/Harry A. Levy - Trustee  
                                          Harry A. Levy, Trustee


                                      LEVOR ASSOCIATES, A FLORIDA GENERAL 
                                          PARTNERSHIP


                                      By: /s/Richard D. Levy   
                                          Richard D. Levy, Managing Partner


                                      By: /s/Harry A. Levy 
                                          Harry A. Levy, Managing Partner


                                      HAPCO COMPANY, A FLORIDA PARTNERSHIP


                                      By: /s/Harry A. Levy 
                                          Harry A. Levy, Partner


                                      By: /s/Richard D. Levy 
                                          Richard D. Levy, Partner



                                      GRANDCO ASSOCIATES, A FLORIDA PARTNERSHIP


                                      By: /s/Richard D. Levy  
                                          Richard D. Levy, Managing Partner


                                      By: /s/Harry A. Levy  
                                          Harry A. Levy, Managing Partner


                                      ROBERT S. LEVY REVOCABLE TRUST


                                      By: /s/Richard D. Levy  
                                          Richard D. Levy, Trustee


                                      By: /s/Harry A. Levy - Trustee
                                          Harry A. Levy, Trustee