SC 13E3/A

SECURITIES AND EXCHANGE COMMISSION,
WASHINGTON, D.C. 20549

SCHEDULE 13E-3/A

RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)

Oriole Homes Corp.

(Name of the Issuer)

Oriole Homes Corp., Levy Acquisition Co., Richard D. Levy, individually and as
personal representative for the Estate of Beatrice Levy, Harry A. Levy
Davida Levy, Mark A. Levy, Jo Ann M. Levy, Jo Ann Levy, Daniel H. Levy
Allison Sacks, Joel M. Levy, Robert A. Levy, David J. Levy,
Elka N. Lampert Irrevocable Trust, Avraham R. Lampert Irrevocable Trust,
Harry A. Levy Grandchildren’s Trust, Richard D. Levy Grandchildren’s Trust
Hapco Company, Levor Associates, Grandco Associates

(Name of Person(s) Filing Statement)

Oriole Homes Corp.
Class A Common Stock, par value $0.10 per share
Class B Common Stock, par value $0.10 per share

(Title of Class of Securities)

686264102 (Class A)
686264201 (Class B)

(CUSIP Number of Class of Securities)

Oriole Homes Corp.	Levy Acquisition Co.	Levy Group
6400 Congress Avenue	6400 Congress Avenue	c/o Richard D. Levy
Suite 2000	Suite 2000	6400 Congress Avenue
Boca Raton, Florida 33487	Boca Raton, Florida 33487	Suite 2000
(561) 274-1235	(561) 274-2000, ext. 341	Boca Raton, Florida 33487
		(561) 274-2000, ext. 341

(Name, Address and Telephone Numbers of Persons Authorized to Receive Notices
and Communications on Behalf
of Person(s) Filing Statement)

Copies to:

Dennis J. Olle	Leslie J. Croland, P.A.
Adorno & Yoss, P.A	Edwards & Angell, LLP
2601 S. Bayshore Drive	350 East Las Olas Boulevard
Suite 1600	Suite 1150
Miami, FL 33133	Fort Lauderdale, FL 33301-4215
(305) 858-5555	(954) 727-2600

This statement is filed in connection with (check the appropriate box):

a.	[X]	The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
b.	[   ]	The filing of a registration statement under the Securities Act of 1933.
c.	[   ]	A tender offer.
d.	[   ]	None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:   [X]

Check the following box if the filing is a final amendment reporting the results of the transaction: [   ]

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$13,991,744.45	$1,287.24

*	The transaction valuation was determined based upon the sum of (a) the product of 2,837,100 shares of common stock and the merger consideration of $4.90 per share, or $13,902,760.20, and (b) the product of options to purchase 30,995 shares of common stock and the merger consideration of $4.90 per share less the applicable exercise price, or $88,984.25.
**	The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals .000092 of the transaction valuation.
[X]	Check the box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a) (2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$1,287.15	Filing Party:	Oriole Homes Corp.
Form or Registration No.:	Preliminary Proxy Statement	Date Filed:	October 7, 2002

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SECTION 13E-3 TRANSACTION STATEMENT
INTRODUCTION

     This Amendment No. 2 amends, supplements and restates the statement on Schedule 13E-3 filed by Oriole Homes Corp. and Levy Acquisition Co. on October 7, 2002, as amended on November 20, 2002. This Amendment is being filed by: (1) Oriole Homes Corp., a Florida corporation (“OHC”), the issuer of the equity securities that are the subject of the Rule 13e-3 transaction described herein, (2) Levy Acquisition Co., a Florida corporation (“Levy Acquisition”) and (3) the Levy Group, comprised of Richard D. Levy, individually and as personal representative for the Estate of Beatrice Levy, Harry A. Levy, Davida Levy, Mark A. Levy, Jo Ann M. Levy, Jo Ann Levy, Daniel H. Levy, Allison Sacks, Joel M. Levy, Robert A. Levy, David J. Levy, Elka N. Lampert Irrevocable Trust, Avraham R. Lampert Irrevocable Trust, Harry A. Levy Grandchildren’s Trust, Richard D. Levy Grandchildren’s Trust, Hapco Company, Levor Associates, and Grandco Associates. OHC, Levy Acquisition and the Levy Group are referred to individually, as a “Filing Person” and collectively, as the “Filing Persons.”

     Pursuant to an Agreement and Plan of Merger dated as of September 11, 2002, as amended by the Amended and Restated Agreement and Plan of Merger, dated as of December ___, 2002 (collectively, the “Merger Agreement”), by and between Levy Acquisition and OHC, Levy Acquisition will merge into OHC (the “Merger”). As a result of the Merger, each outstanding share of OHC Class A Common Stock, par value $0.10 per share, and Class B Common Stock, par value $0.10 per share (collectively, the “Common Stock”), will be cancelled and converted into the right to receive $4.90 in cash, other than any outstanding share of Common Stock beneficially owned by the Filing Persons. After the Merger, OHC will be a privately held corporation, 100% of which will be beneficially owned by the Filing Persons.

     Concurrently with the filing of this Amendment, OHC is filing an amended preliminary proxy statement (the “Proxy Statement”) pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), pursuant to which the OHC board of directors is soliciting proxies from holders of outstanding shares of Common Stock in connection with the Merger. The cross-reference sheet below is being supplied pursuant to General Instructions F and G to Schedule 13E-3 and shows the location in the Proxy Statement of the information required to be included in response to the Items of this Amendment. The information set forth in the Proxy Statement including all annexes thereto, is hereby incorporated herein by reference, and the responses to each Item in this Amendment are qualified in their entirety by the information contained in the Proxy Statement, as amended, and the annexes thereto.

ITEM 1. SUMMARY TERM SHEET.
REGULATION M-A ITEM 1001

The information set forth in the Proxy Statement under the captions “Questions and Answers About the Merger,” “Procedural Questions and Answers About the Merger” and “Summary Term Sheet” is incorporated herein by reference.

ITEM 2. SUBJECT COMPANY INFORMATION.
REGULATION M-A ITEM 1002

(a)	The information set forth in the Proxy Statement under the caption “Questions and Answers About the Merger – Who Are the Companies Involved in the Merger?” is incorporated herein by reference.
(b)	The information set forth in the Proxy Statement under the caption “The Annual Meeting – Record Date; Stock Entitled to Vote; Quorum; Voting at the Annual Meeting” is incorporated herein by reference.
(c) and (d)	The information set forth in the Proxy Statement under the caption “Certain Information Concerning our Company – Price Range of Shares; Dividends; Repurchases” is incorporated herein by reference.
(e)	Not applicable.
(f)	Not applicable.

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ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
REGULATION M-A ITEM 1003

(a)	The information set forth in the Proxy Statement under the captions “Questions and Answers About the Merger,” “Special Factors – Overview” and “Election of Directors – Background of Management” is incorporated herein by reference.
(b)	Levy Acquisition Co. is a privately held Florida corporation incorporated on August 7, 2002 specifically to merge with and into OHC. Elka N. Lampert Irrevocable Trust is a Florida trust established for the benefit of the granddaughter of Harry A. Levy; Joel M. Levy, Robert A. Levy and David J. Levy are the trustees. Avraham R. Lampert Irrevocable Trust is a Florida trust established for the benefit of the grandson of Harry A. Levy; Joel M. Levy, Robert A. Levy and David J. Levy are the trustees. Harry A. Levy Grandchildren’s Trust is a Florida trust established for the benefit of the grandchildren of Harry A. Levy; Joel M. Levy, Robert A. Levy and David J. Levy are the trustees. Richard D. Levy Grandchildren’s Trust is a Florida trust established for the benefit of the grandchildren of Richard D. Levy; Mark A. Levy and Daniel H. Levy are the trustees. Hapco Company is a partnership organized under the laws of the State of Florida, the partners of which are Richard D. Levy and Harry A. Levy. Levor Associates is a partnership organized under the laws of the State of Florida, the partners of which are Harry A. Levy, Richard D. Levy, Davida Levy, their children and Grandco Associates. Grandco Associates is a partnership organized under the laws of the State of Florida, the partners of which are all of the children of Richard D. Levy and Harry A. Levy. The principal address and telephone number of each of these entities are 6400 Congress Avenue, Suite 2000, Boca Raton, FL 33487 and (561) 274-1235. During the past five years, none of these entities has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding violations with respect to such laws.
(c)	The information set forth in the Proxy Statement under the captions “Questions and Answers About the Merger,” “Special Factors – Overview” and “Election of Directors – Background of Management” is incorporated herein by reference. During the past five years, none of the members of the Levy Group who are natural persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding violations with respect to such laws.

     Set forth below are the name, address and the present principal occupation or employment of each member of the Levy Group who is a natural person. Each person identified below is a United States citizen. Unless indicated otherwise, each person’s principal address and telephone number are 6400 Congress Avenue, Suite 2000, Boca Raton, FL 33487, (561) 274-1235.

     Richard D. Levy, age 72, has served as Chairman of the Board and Chief Executive Officer of OHC since January 1976. Mr. Levy has been an executive officer of OHC since its organization in 1963. Richard D. Levy has served as the President and as a director of Levy Acquisition since its formation in August 2002. Richard D. Levy is the personal representative for the Estate of Beatrice Levy.

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     Harry A. Levy, age 69, has served as Vice Chairman of the Board of OHC since May 1991 and as Secretary of OHC since 1968. Mr. Levy has been actively engaged in the management of family interests in hotels, office buildings and other real estate holdings for more than ten years. Harry A. Levy is the brother of Richard D. Levy. Harry A. Levy has served as Secretary and as a director of Levy Acquisition since its formation in August 2002.

     Mark Levy, age 50, has served as President and Chief Operating Officer of OHC since December 1984 and has been employed by OHC since January 1975. Mark A. Levy is the son of Richard D. Levy. Mark A. Levy has served as a director of Levy Acquisition since its formation in August 2002.

     Davida Levy is the wife of Harry A. Levy.

     Jo Ann M. Levy is the wife of Mark Levy.

     Jo Ann Levy, Daniel H. Levy and Allison Sacks are the children of Richard D. Levy. Jo Ann Levy and Daniel H. Levy are employees of OHC.

     Joel M. Levy, Robert A. Levy and David J. Levy are the children of Harry A. Levy and employees of OHC.

ITEM 4. TERMS OF THE TRANSACTION.
REGULATION M-A ITEM 1004

(a)(1)	Not applicable.
(a)(2)(i)	The information set forth in the Proxy Statement under the captions “Summary Term Sheet” and “Questions and Answers About the Merger” is incorporated herein by reference.
(a)(2)(ii)	The information set forth in the Proxy Statement under the captions “Summary Term Sheet,” “Questions and Answers About the Merger,” “Special Factors – Overview” and “The Merger Agreement – Consideration to Be Offered to our Shareholders” is incorporated herein by reference.
(a)(2)(iii)	The information set forth in the Proxy Statement under the captions “Questions and Answers About the Merger,” “Special Factors – Background of the Merger,” “Special Factors – Opinion of vFinance Investments, Inc.,” “Special Factors - Reasons for the Recommendations of the Special Committee and our Board of Directors,” “Special Factors – Position of the Acquisition Group as to the Fairness of the Merger” and “Special Factors – Purposes and Effects of the Merger and Plans or Proposals” is incorporated herein by reference.
(a)(2)(iv)	The information set forth in the Proxy Statement under the captions “Questions and Answers About the Merger” and “The Annual Meeting – Required Votes” is incorporated herein by reference.
(a)(2)(v)	The information set forth in the Proxy Statement under the captions “Questions and Answers About the Merger,” “Special Factors – Purposes and Effects of the Merger and Plans or Proposals” and “Payment of Merger Consideration and Surrender of Stock Certificates” is incorporated herein by reference.
(a)(2)(vi)	Not applicable.
(a)(2)(vii)	The information set forth in the Proxy Statement under the captions “Questions and Answers About the Merger” and “Special Factors – Material Federal Income Tax Consequences of the Merger to Shareholders” is incorporated herein by reference.

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(c)	The information set forth in the Proxy Statement under the captions “Questions and Answers About the Merger,” “Special Factors – Purposes and Effects of the Merger and Plans or Proposals” and “Payment of Merger Consideration and Surrender of Stock Certificates” is incorporated herein by reference.
(d)	The information set forth in the Proxy Statement under the captions “Questions and Answers About the Merger” and “Appraisal Rights” is incorporated herein by reference.
(e)	None.
(f)	Not applicable.

ITEM 5. PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
REGULATION M-A ITEM 1005

(a)(1)	None.
(a)(2)	Not applicable.
(b) and (c)	The information set forth in the Proxy Statement under the caption “Special Factors – Background of the Merger” is incorporated herein by reference.
(e)	The information set forth in the Proxy Statement under the captions “Questions and Answers About the Merger – What Are the Terms of the Support and Exchange Agreement?” “Special Factors – Background of the Merger,” “The Merger Agreement – Support and Exchange Agreement” and “Certain Relationships and Related Transactions” is incorporated herein by reference.

ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
REGULATION M-A ITEM 1006

(b)	The information set forth in the Proxy Statement under the captions “Questions and Answers About the Merger – What Will Be the Effect of the Merger?” “Special Factors – Purposes and Effects of the Merger and Plans or Proposals” and “The Merger Agreement – Consideration to Be Offered to our Shareholders” is incorporated herein by reference.
(c)(1)-(8)	The information set forth in the Proxy Statement under the captions “Questions and Answers About the Merger – What Will Be the Effect of the Merger?” and “The Merger Agreement – Generally” is incorporated herein by reference.

ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.
REGULATION M-A ITEM 1013

(a) and (b)

The information set forth in the Proxy Statement under the captions “Special Factors – Background of the Merger,” “Special Factors – Reasons for the Recommendations of the Special Committee and our Board of Directors,” “Special Factors – Position of the Acquisition Group as to the Fairness of the Merger” and “Special Factors – Purposes and Effects of the Merger and Plans or Proposals” is incorporated herein by reference.

(c)

The information set forth in the Proxy Statement under the captions “Special Factors – Background of the Merger,” “Special Factors – Reasons for the Recommendations of the Special Committee and our Board of Directors” and “Special Factors – Position of the Acquisition Group as to Fairness of the Merger” is incorporated herein by reference.

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(d) The information set forth in the Proxy Statement under the captions “Questions and Answers About the Merger,” “Special Factors – Purposes and Effects of the Merger and Plans or Proposals,” “Special Factors – Material Federal Income Tax Consequences of the Merger to Shareholders,” “Special Factors – Background of the Merger,” “Special Factors – Opinion of vFinance Investments, Inc.” and “Special Factors – Reasons for the Recommendation of the Special Committee and our Board of Directors” is incorporated herein by reference.

ITEM 8. FAIRNESS OF THE TRANSACTION.
REGULATION M-A ITEM 1014

(a) and (b)	Each of the Filing Persons believes that the Merger and its terms, as proposed, are fair to the shareholders of OHC (other than the Filing Persons). For a discussion of the factors considered by the Filing Persons in determining the fairness of the Merger, see the information set forth in the Proxy Statement under the captions “Questions and Answers About the Merger,” “Special Factors – Background of the Merger,” “Special Factors – Opinion of vFinance Investments, Inc.,” “Special Factors – Reasons for the Recommendation of the Special Committee and our Board of Directors” and “Special Factors – Position of the Acquisition Group as to Fairness of the Merger” that is incorporated herein by reference.
(c)	The information set forth in the Proxy Statement under the captions “Questions and Answers About the Merger,” “The Annual Meeting – Required Votes,” “The Annual Meeting – Record Date; Stock Entitled to Vote; Quorum; Voting at the Annual Meeting,” “The Merger Agreement” and “Special Factors – Reasons for the Recommendation of the Special Committee and our Board of Directors” is incorporated herein by reference.
(d)	The information set forth in the Proxy Statement under the captions “Questions and Answers About the Merger,” “Special Factors – Overview,” “Special Factors – Opinion of vFinance Investments, Inc.,” “Special Factors – Background of the Merger,” “Special Factors – Reasons for the Recommendation of the Special Committee and our Board of Directors” and “Special Factors – Position of the Acquisition Group as to the Fairness of the Merger” is incorporated herein by reference.
(e)	The information set forth in the Proxy Statement under the captions “Questions and Answers About the Merger,” “Special Factors – Background of the Merger,” “Special Factors – Reasons for the Recommendations of the Special Committee and our Board of Directors” and “Special Factors – Position of the Acquisition Group as to the Fairness of Merger” is incorporated herein by reference.
(f)	Not applicable.

ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.
REGULATION M-A ITEM 1015

(a) - (c) The information set forth in the Proxy Statement under the captions “Questions and Answers About the Merger – Did the Special Committee Retain a Financial Advisor?” “Special Factors – Background of the Merger,” “Special Factors – Opinion of vFinance Investments, Inc.,” “Special Factors – Reasons for Recommendations of the Special Committee and our Board of Directors” and “Special Factors – Position of the Acquisition Group as to Fairness of the Merger” is incorporated herein by reference. The written Amended and Restated Opinion of the vFinance Investments, Inc., dated as of December 20, 2002, is attached to the Proxy Statement as Annex B, and the vFinance Investments, Inc. Preliminary Valuation Analysis dated August 26, 2002 (presented to the Special Committee of the OHC Board of Directors on September 4, 2002) and the vFinance Investments, Inc. Presentation to Oriole Homes Corporation, dated September 9, 2002 (presented to the OHC Board of Directors on September 11, 2002) are attached to the Schedule 13E-3 filed with the Securities and Exchange Commission on October 7, 2002 as Exhibits 1 and 2, respectively. The real property appraisals that were provided to the Special Committee of the OHC Board of Directors or review and to vFinance Investments, Inc. in connection with its valuation analysis are attached to the Schedule 13E-3 filed with the Securities and Exchange Commission on October 7, 2002 as Exhibits 3 – 6, inclusive.

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ITEM 10. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
REGULATION M-A ITEM 1007

(a) - (d) The information set forth in the Proxy Statement under the captions “Questions and Answers About the Merger – How Will the Merger Be Financed?” “Special Factors – Financing the Merger,” “The Merger Agreement – Fees, Expenses and Other Payments” and “Estimated Fees and Expenses of Merger” is incorporated herein by reference.

ITEM 11. INTEREST IN THE SUBJECT COMPANY SECURITIES.
REGULATION M-A ITEM 1008

(a)	The information set forth in the Proxy Statement under the captions “Questions and Answers About the Merger,” “Special Factors – Overview,” “Special Factors – Background of the Merger,” “Certain Relationships and Related Transactions,” “Principal Shareholders and Security Ownership of Management” and “The Annual Meeting – Required Votes” is incorporated herein by reference.
(b)	Not applicable.

ITEM 12. THE SOLICITATION OR RECOMMENDATION.
REGULATION M-A ITEM 1012

(d) and (e) The information set forth in the Proxy Statement under the captions “Questions and Answers About the Merger – Did the Special Committee Retain a Financial Advisor?” “Special Factors – Background of the Merger,” “Special Factors – Reasons for Recommendation of the Special Committee and our Board of Directors,” “Special Factors – Position of the Acquisition Group as to the Fairness of the Merger,” “The Merger Agreement – Support and Exchange Agreement,” “The Annual Meeting – Required Votes” and “Annex C – Support and Exchange Agreement” is incorporated herein by reference.

ITEM 13. FINANCIAL STATEMENTS.
REGULATION M-A ITEM 1010

(a)	The information set forth in the Proxy Statement under the captions “Certain Information Concerning our Company – Selected Historical Financial Data,” “Annex D – Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2001” and “Annex E – Quarterly Report on Form 10-Q for the Quarter Ended September 30, 2002” is incorporated herein by reference.
(b)	Not applicable.

ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
REGULATION M-A ITEM 1009

(a) and (b) The information set forth in the Proxy Statement under the captions “Questions and Answers About the Merger,” “Special Factors – Position of the Acquisition Group as to the Fairness of the Merger,” “Solicitation of Proxies” and “Annex B – Opinion of vFinance Investments, Inc.” is incorporated herein by reference.

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ITEM 15. ADDITIONAL INFORMATION.
REGULATION M-A ITEM 1011

(b) The information set forth in the Proxy Statement and annexes thereto is incorporated herein by reference.

ITEM 16. EXHIBITS.
REGULATION M-A ITEM 1016

(a)	Preliminary Proxy Statement of Oriole Homes Corp., filed on October 7, 2002 (the “Proxy Statement”), Amendment No. 1 thereto, filed November 20, 2002 and Amendment No. 2, filed December         , 2002 (“Amendment No. 2”), are incorporated herein by reference.
(b)	Commitment Letter from Ocean Bank to Oriole Homes Corp., executed on November 27, 2002, regarding Development and Construction loan on 158 developed and 120 undeveloped lots plus proposed improvements in the Stonecrest Development in Marion County (Ocala), Florida, is attached hereto as Exhibit 7.
	Commitment Letter from Ocean Bank to Oriole Homes Corp., executed on November 27, 2002, regarding Mini-Permanent loan to finance the inventory of 13 single-family homes in the Stonecrest Development in Marion County (Ocala), Florida is attached hereto as Exhibit 8.
(c)	Amended and Restated Opinion of vFinance Investments, Inc., dated December 20, 2002, included as Annex B to the Proxy Statement and incorporated herein by reference.
	vFinance Investments, Inc. Preliminary Valuation Analysis dated August 26, 2002 (presented to the Special Committee of the OHC Board of Directors on September 4, 2002) attached to Schedule 13E-3 of OHC, filed October 7, 2002 (the “Schedule 13E-3”), as Exhibit 1 is incorporated herein by reference.
	vFinance Investments, Inc. Presentation to Oriole Homes Corporation, dated September 9, 2002 (presented to the OHC Board of Directors on September 11, 2002) attached to the Schedule 13E-3 as Exhibit 2 is incorporated herein by reference.
	Appraisal of Five Multi-Family Land Parcels (Sandpiper Isle and Sandpiper Greens), Lee County (Bonita Springs), Florida by Armalavage & Associates, Inc. dated July 3, 2002, attached to the Schedule 13E-3 as Exhibit 3 is incorporated herein by reference.
	Appraisal of 138 Partially Developed Single-Family Lots in Equestrian Club, Wellington, Palm Beach County, FL by Roe Minor Realty Consultants dated July 9, 2002, attached to the Schedule 13E-3 as Exhibit 4 is incorporated herein by reference.
	Appraisal of 110 Unit Condominium Development, Spring Park Terraces at Celebration, Unincorporated Osceola County, Florida by Roe Minor Realty Consultants dated July 17, 2002, attached to the Schedule 13E-3 as Exhibit 5 is incorporated herein by reference.
	Appraisal of Remaining Units at Stonecrest, Summerville, FL by Roe Minor Realty Consultants dated July 29, 2002, attached to the Schedule 13E-3 as Exhibit 6 is incorporated herein by reference.
(d)	Amended and Restated Agreement and Plan of Merger, dated as of December____, 2002, by and between Levy Acquisition Co. and Oriole Homes Corp., included as Annex A to Amendment No. 2 and incorporated herein by reference.
	Support and Exchange Agreement, dated as of September 11, 2002, by and among Levy Acquisition Co. and each of the parties listed in Exhibit A thereto, included as Annex C to the Proxy Statement and incorporated herein by reference.
(f)	Not applicable.
(g)	Not applicable.

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SIGNATURE

     After due inquiry and to the best of their knowledge and belief, each of the undersigned does certify that the information set forth in this statement is true, complete and correct.

Dated: December 20, 2002	ORIOLE HOMES CORP
	/s/ Joseph Pivinski
	Joseph Pivinski, Chief Financial Officer
	LEVY ACQUISITION CO
	/s/ Richard D. Levy
	Richard D. Levy, President

POWER OF ATTORNEY

     Know all men by these presents, that Levy Acquisition Co. and each individual whose signature appears below constitutes and appoints Richard D. Levy and Harry A. Levy, or each of them severally, as such person’s attorney-in-fact and agent, with full power of substitution and resubstitution, for each such person in any and all capacities, to sign any amendments to this Schedule 13E-3, and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their, his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Exchange Act of 1934, this Schedule 13E-3 has been signed on the date indicated above by the following persons.

By:	/s/ Richard D. Levy
	Richard D. Levy, individually
By:	/s/ Richard D. Levy
	Richard D. Levy As Personal Representative for the Estate of Beatrice Levy
By:	/s/ Harry A. Levy
	Harry A. Levy
By:	/s/ Davida Levy
	Davida Levy
By:	/s/ Mark A. Levy
	Mark A. Levy
By:	/s/ Jo Ann M. Levy
	Jo Ann M. Levy

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By:	/s/ Jo Ann Levy
	Jo Ann Levy
By:	/s/ Daniel H. Levy
	Daniel H. Levy
By:	/s/ Allison Sacks
	Allison Sacks
By:	/s/ Joel M. Levy
	Joel M. Levy
By:	/s/ Robert A. Levy
	Robert A. Levy
By:	/s/ David J. Levy
	David J. Levy
ELKA N. LAMPERT IRREVOCABLE TRUST
By:	/s/ Joel M. Levy
Name:	Joel M. Levy, co-trustee
AVRAHAM R. LAMPERT IRREVOCABLE TRUST
By:	/s/ Joel M. Levy
Name:	Joel M. Levy, co-trustee

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HARRY A. LEVY GRANDCHILDREN’S TRUST
By:	/s/ Joel M. Levy
Name:	Joel M. Levy, co-trustee
RICHARD D. LEVY GRANDCHILDREN’S TRUST
By:	/s/ Daniel H. Levy
Name:	Daniel H. Levy, co-trustee
HAPCO COMPANY
By:	/s/ Harry A. Levy
Name:	Harry A. Levy, partner
LEVOR ASSOCIATES
By:	/s/ Harry A. Levy
Name:	Harry A. Levy, partner
GRANDCO ASSOCIATES
By:	/s/ Mark A. Levy
Name:	Mark A. Levy, partner

12 EX-7 3 g79426a2exv7.txt COMMITMENT LETTER FROM OCEAN BANK EXHIBIT 7 [OCEAN BANK LETTERHEAD] November 12, 2002 Mr. Joseph Pivinski, CFO Oriole Homes Corp. 1690 S. Congress Avenue Suite 200 Delray Beach, Florida. 33445 Re: Development and Construction loan on 158 developed and 120 undeveloped lots plus proposed improvements in the Stonecrest Development in Marion County (Ocala), Florida. Dear Mr. Pivinski: We are pleased to inform you that Ocean Bank (the "Bank") has approved the above mentioned request under the following terms and conditions, subject to a satisfactory appraisal report. TERMS OF LOAN: 1. Amount: The total loan amount to be $8,221,000.00. 2. Rate of Interest: Interest shall be charged at the rate of one half of one percent (.50%) over Citibank of New York Prime Rate, calculated daily on a 360-day year basis on the outstanding principal balance. The rate will have a floor of 5.75% for the life of the loan. 2A. Additional Provisions: This section 2A is deleted in its entirety. Oriole Homes Corp. Commitment Letter (Stonecrest) November 12, 2002 3. Terms: The loan shall mature thirty (30) months from the execution of the loan documents. Provided the loan is not in default and that Borrower is then in full compliance with all of its obligations under the loan documents, Borrower shall have the right to extend the maturity date of the loan for six (6) months, upon payment to Bank of an extension fee equal to one-quarter of one percent (0.25%) of the then Committed Amount, execution of all extension documents required by Bank and compliance with all other requirements of Bank for extension of the Loan. 4. Repayment: Interest only shall be paid monthly based on the outstanding principal balance. All of the outstanding principal balance and accrued interest shall be entirely due and payable at maturity. 5. Costs and Expenses: Borrower shall pay the following fees, costs and expenses in connection with this loan: A. Three quarter of one percent (.75%) as a commitment fee ($61,657.50) of which 50% ($30,828.75) is payable to Lender at the time of acceptance of this Commitment by Borrower, and the remaining 50% ($30,828.75) is payable to Lender on or before closing. B. Out of pocket expenses. Including without limitations, any and all brokerage commissions, appraisal fees, credit report costs, title insurance costs and premiums, survey costs, recording and filing fees, documentary stamp taxes, intangible taxes, environmental assessment and any other costs and expenses associated with this loan. C. Processing Fees: $16,442.00, no separate attorney's fees will be charged. D. Borrower understands and hereby agrees that in the event the deposits collected by the Bank upon acceptance of this commitment are insufficient to pay the full cost thereof, the Borrower will pay any deficiency upon demand. This will also include any additional costs and expenses incurred by the Bank relative to the preparation of loan closing. 6. Borrower: The Borrower of this loan shall be: Oriole Homes Corp. 7. Guarantors: Intentionally left blank. 8. Security: The loan shall be secured by a first mortgage on 158 developed lots, 120 to be developed lots plus proposed improvements of 278 single-family homes at Stonecrest Development in Summerfield, Ocala. Final legal descriptions to be supplied by borrower at the execution of this commitment letter. This facility will be cross-collateralized with a Stonecrest facility in the amount of $1,573,000. 2 Oriole Homes Corp. Commitment Letter (Stonecrest) November 12, 2002 9. Financial Statement: Borrower hereby agrees to provide current, complete financial statements of Borrower and every Guarantor in form and content satisfactory to Lender. Borrower further agrees to provide such statements annually at its own expense, as long as the loan is outstanding. 10. Estoppel Information: Prior to closing, Borrower is to provide the Bank and/or lender's counsel with current, complete estoppel information on any existing prior debt. 11. Appraisal: Borrower hereby authorizes and directs Bank to order the appraisal with a feasibility study from an appraiser on the Bank's approved list of appraisers, which must reflect that the value of the Property and such improvements is not less than $6,840,137 "As Is" value for the land and the individual units should be appraised at no less than the figures exhibited in Exhibit A. 12. Environmental Audit: Will not be required as facility is for residential land. 13. Loan Documents: The loan documents, as to form and content, are to be acceptable to the Bank's Counsel, are to be joined in all signatories required to create the security interest provided for herein, and are to include all terms and provisions customarily incorporated in the Bank's document reasonably applicable in this instance. The loan documents shall include, but shall not be limited to the following: a. Mortgage b. Promissory Note c. UCC-1 Statement d. Assignment of Rents and Leases e. Such other documents that are designated by Bank's Counsel. 14. Hazard Insurance, etc.: Prior to any funding of the construction loan, Borrower shall furnish the Bank with a Multi-Peril Insurance Policy in a form and amount of the insurable improvements acceptable to Bank, and written by a company acceptable to the Bank. Policy will include mortgagee loss payee clause satisfactory to Bank and an agreement to notify Bank in writing at least thirty (30) days prior to any cancellation or reduction in coverage. In the event that adequate coverage cannot be secured with an approved company satisfactory to the Bank and maintained during the terms of the mortgage, the Bank shall have the right to accelerate the principal outstanding balance of the loan. 3 Oriole Homes Corp. Commitment Letter (Stonecrest) November 12, 2002 15. Windstorm Insurance: Prior to any funding of the construction loan, Borrower shall furnish the Bank with Windstorm Insurance in a form and amount of the insurable improvements acceptable to Bank, and written by a company acceptable to the Bank. Policy will include mortgagee loss payee clause satisfactory to Bank and an agreement to notify Bank in writing at least thirty (30) days prior to any cancellation or reduction in coverage. In the event that adequate coverage cannot be secured with an approved company satisfactory to the Bank and maintained during the terms of the mortgage, the Bank shall have the right to accelerate the principal outstanding balance of the loan. Property insurance policies with windstorm deductibles greater than 5% must be approved by Bank on an individual basis. When Property insurance policies exclude windstorm coverage in the Windstorm Pool areas, Borrower must obtain the maximum coverage from the Florida Windstorm Underwriting Association. 16. Flood Insurance: If the property is in a "Special Flood Hazard Area", as defined by the Flood Insurance Rate Map issued by the Department of Housing and Urban Development, the Bank will require flood insurance and the borrower shall procure same once a building is fifty percent (50%) complete. In the event that adequate coverage cannot be secured with an approved company satisfactory to the Bank and maintained during the terms of the mortgage, the Bank shall have the right to accelerate the principal outstanding balance of the loan. 17. Liability Insurance: Comprehensive general commercial liability insurance in a form and amount acceptable to the Bank shall be obtained for the benefit of the Borrower and Ocean Bank, naming Ocean Bank as an additional insured prior to closing. 18. Builders Risk: Prior to any funding of the construction loan, borrower shall furnish the Bank with a Builder's risk all peril insurance and shall be maintained during any period of construction, naming Ocean Bank as mortgagee and loss payee, in an amount not less than one hundred percent (100%) of the replacement cost of the improvements. Additionally, Borrower will require its general contractor to provide evidence of adequate contractor's liability insurance (including automobile liability coverage) and worker's compensation insurance in the amounts required by law. In the event that adequate coverage cannot be secured with an approved company satisfactory to the Bank and maintained during the terms of the mortgage, the Bank shall have the right to accelerate the principal outstanding balance of the loan. 19. Survey: The Borrower shall deliver to the Bank four (4) endorsed survey copies performed by a registered professional land surveyor. The four (4) surveys shall be certified to Ocean Bank, Oriole Homes Corp., the title insurance company and the Attorney preparing the title insurance policy. The certification will be within 60 days prior of the loan closing and shall meet the survey requirements of the Bank's attorney. 4 Oriole Homes Corp. Commitment Letter (Stonecrest) November 12, 2002 20. Title Insurance: (Prepared by Borrower) Mortgagee Title Insurance for the full amount of the loan, to protect the Bank's interest in the real estate, will be furnished to the Bank by Alpha Title Company from Old Republic Title Company. The cost of the mortgagee title insurance policy will be paid at closing by the borrower. 21. Assignment: Assignment of Rents and Leases and Financing Statements to be filed with the Secretary of State of Florida in favor to the Ocean Bank. 22. Plat: Borrower shall provide satisfactory proof, at least twenty (20) days prior to closing, that the proposed project has received final plat approval and that all governmental approvals necessary for final plat have been obtained included but not limited to payment of any required fees. 23. Plans/Building Permits: A complete set of the final building plans and specifications, shall be delivered to the Bank as soon as approved by the corresponding government agencies but not later than 20 days prior to any disbursement of the construction funds. Satisfactory proof that the zoning of the property permits the construction of the contemplated improvements and evidence of compliance with all laws, ordinances, rules, regulations and restrictions affecting the property. All of the foregoing must be acceptable to the Bank and its Counsel in form and content. 24. Concurrency Approval: Prior to closing, the borrower shall furnish the Bank, proof, satisfactory to the Bank and its Counsel, that borrower's proposed development of the property has received all concurrence approvals ("Service Concurrence Approvals") required by Marion County Service Concurrence Management Program. As a construction loan, it shall be a pre-condition of the Bank's obligation to continue funding, that borrower maintain all Service Concurrence Approvals in effect until construction is completed and a Certificate of Occupancy (or its equivalent) is issued for all improvements. Bank will be under no obligation to continue disbursing any funds, if the Service Concurrence Approvals previously obtained by borrower lapse so as to preclude the continued development of the property without re-obtaining the Service Concurrence Approvals. 25. WASA-DERM Approval: Borrower must provide satisfactory evidence to the Bank that the proposed construction has been approved by Marion County's Water and Sewer Department. In addition, borrower must furnish proof that the Department of Environmental and Resources Management approves and issues the necessary allocation for the connection to the abutting sanitary sewer system for all installations upon completion of improvements. It shall be a pre-condition of the Bank's obligation to continue funding, that the borrower maintain all sewer allocation approvals in effect until construction is completed and a Certificate of Occupancy (or its equivalent) is issued for all improvements. Bank will be under no obligation to continue disbursing any funds, if the sewer allocation approvals previously obtained by borrower lapse so as to preclude the 5 Oriole Homes Corp. Commitment Letter (Stonecrest) November 12, 2002 continued development of the property without the proper necessary connection to the abating sanitary sewer system. 26. General Contractor: The construction of this project shall be performed by a general contractor licensed and insured to operate in the State of Florida. Oriole Homes Corp. is approved as the general contractor. 27. Costs: Borrower acknowledges and agrees that Borrower will pay all costs of Inspection fees, title endorsements, or any other disbursement costs. 28. Construction operating account: Prior to Loan Closing, Borrower will open the construction operating checking account at Ocean Bank, and will maintain this depository account during the full period of construction. 29. Purchase and Sale Contracts: A. Borrower shall provide Bank with a sample form of the Purchase & Sale Contract. B. Borrower shall provide Bank on an ongoing basis, list of all sales contracts having at minimum block number, lot number, buyer's name, date of contract execution, unit type, purchase price, base sale price, lot premium and options. The list shall be signed by a corporate officer with the statement "This is a true and correct list of all current sales contracts." C. Borrower will notify Bank immediately of any termination of Sale. 30. Sales Deposits Escrow: A. Prior to closing, Borrower will open the sales deposits escrow depository account at Ocean Bank. B. Borrower shall provide Bank with a copy of the "Escrow Agreement" executed by the Borrower's designated escrow agent. The escrow agreement must stipulate NO DISBURSEMENTS from the escrow account will be utilized for the construction of improvements, without the written consent of Ocean Bank. C. Borrower will instruct the escrow agent to provide the Bank, on a quarterly basis, an escrow analysis. The escrow analysis, not limited to, will include a detailed breakdown of all deposits and disbursements of each purchaser. D. All escrows deposits, which are waived by the Buyer in writing and are bonded by the Borrower will not need to be maintained in the escrow account. 31. Agreements: Borrower shall submit to Bank all joint venture agreements, limited partnership agreements, and trust agreements in connection with this loan and such agreements must be approved by Bank and Bank's Counsel. 32. Corporate Documents: Borrower, if corporation, partnership or other business entity, shall provide evidence that it is duly organized, validity existing and in good standing under the laws governing its organization or incorporation and has full power and authority to consummate this loan transaction. 6 Oriole Homes Corp. Commitment Letter (Stonecrest) November 12, 2002 33. Tax ID No: Borrower shall provide its IRS Tax Identification Number for tax reporting purposes relating to interest. 34. Publication: The Bank may issue news releases to newspapers, trade publications and other publications concerning the Loan, and Bank shall have the right to maintain signs on the property during the term of the loan indicating the source of financing. 35. SPECIFIC CONDITIONS: A. Purpose of the Loan & Qualifications of the Property: The loan funds shall be used for the purpose of financing 158 developed and 120 undeveloped lots plus proposed improvements for 278 single-family homes at Stonecrest Development in Summerfield, Florida. This commitment letter is part of two (2) commitment letters issued by Ocean Bank and all commitments are joined together as part of a loan package. B. Conditions for Partial Releases: Provided the loan is not in default and is in good standing, the Bank shall provide one or more releases of lien upon receipt of the release price as described in exhibit "A" for the respective units. C. Disbursement Schedule:

Items Total Costs Borrower Equity Loan Amount ----- ----------- --------------- ----------- a) Land $6,840,137 $3,420,068 $3,420,069 b) Site Improvements 1,500,594 0 1,500,594 c) Hard Costs (Revolver) 3,000,000 0 3,000,000 d) Soft Costs 1,618,251 1,618,251 0 e) Sales and Marketing 3,487,053 3,487,053 0 f) Sales Commissions and Overrides 897,153 897,153 0 g) Closing Costs 300,337 0 300,337 h) Interest Reserve 1,070,000 1,070,000 0 TOTALS $18,713,525 $10,492,525 $8,221,000 ----------- ----------- ----------

a. Land: ($3,420,069) Amount to be disbursed at closing. b. Site Improvements: ($1,500,594) This amount is allocated for the required on-site and off-site improvements to be completed on for the last 120 lots. Funds shall be disbursed on work completed and in place as verified by the Bank's inspecting engineer. 7 Oriole Homes Corp. Commitment Letter (Stonecrest) November 12, 2002 (c) Hard Costs (Revolver): ($3,000,000) This amount is a revolving line of credit to be disbursed as per certifications or work performed duly verified by the Bank's inspector in accordance with the breakdown submitted to the Bank. This portion will be funded on work completed as duly verified by Bank's inspector. The Borrower will be allowed to start construction on 7 speculative units under construction at any one time. All other units will require to be under contract. Sales for the purpose of funding under this category shall be defined as: o Bonafide duly executed and delivered sales contract. o No rescission rights or contingencies that would allow either party thereto to terminate the contract. o Purchase Contracts to be in form and content acceptable to Ocean Bank and its legal counsel. o Non refundable deposits of at least 10% of the combined base sales price plus premium per unit must have been paid in full. o No units sold to a related party of the project will be considered a Qualified Sale. The following amounts will be disbursed for each unit: Model Name Frame Style Funding per Unit ---------- ----------- ---------------- Premier Series -------------- Monticello Wood $77,032 Kingsley Wood $76,779 St. Johns Wood $82,063 St. George Wood $85,098 Monticello Block $81,475 Kingsley Block $81,383 St. Johns Block $86,196 St. George Block $90,363 Master Series ------------- Sanibel Wood $81,918 Avondale Wood $82,821 Sebastian Wood $83,176 San Marco Wood $93,808 Anastasia Wood $99,017 Sanibel Block $86,216 Captiva Block $77,293 Avondale Block $87,227 Sebastian Block $88,099 Savannah Block $86,670 San Marco Block $99,144 Anastasia Block $104,266 d. Soft Costs: Borrower to pay for this item. 8 Oriole Homes Corp. Commitment Letter (Stonecrest) November 12, 2002 e. Sales and Marketing: Borrower to pay for this item. f. Sales Commissions and Overrides: Borrower to pay for this item. g. Closing Costs: ($300,337) These funds are allocated for the closing for the closing costs of the subject loan request. h. Interest Reserve: ($1,070,000) To be paid by borrower. 36. Miscellaneous Conditions: A. Stand by Letters of Credit: In the event the Mortgagor requests the bank to issue Stand-By Letter(s) of credit guaranteeing the beneficiary that funds will be available to complete certain work obligations required to be performed by the Mortgagor, the Stand-By Letter(s) of credit will be secured by this Mortgage. If the stand by letter of credit has not been canceled once the Loan, secured by this Mortgage, is paid off pursuant to the terms of payments of the note and the release provision the outstanding loan amount will reflect the balance of $1.00 to protect the Banks collateral position. The Mortgagor further agrees to continue paying the Bank the release price stipulated herein, and the bank agrees to set aside said funds in an interest-bearing savings account until such time as said account has reached the outstanding balance of the Stand-by Letter(s) of credit issued by the Bank in favor of the beneficiary. The funds deposited into said interest bearing savings account will serve as collateral for Stand-by Letter(s) of Credit. As the Stand-by Letters of Credit are reduced, the Mortgagor may withdraw funds from said account; provided that the remaining balance of the interest bearing account is not less than the outstanding balance of the Stand-By Letter/s of Credit. B. Amendments: This commitment may be amended only by a written amendment executed by the Bank and the Borrowers and is not assignable without prior consent of the Bank. C. Representations of Borrower: This commitment is subject to the accuracy of all information, representations and materials submitted with or in support of the application for the loan or the issuance of this commitment. In the event of inaccuracy or material changes in the information, representations and materials submitted to Bank or in the financial condition of Borrower or any guarantor, Bank shall, in its sole absolute discretion, have the right to terminate this commitment and all of Bank's obligations hereunder and in so doing, Bank shall have no liability whatsoever to Borrower, guarantors or any kind third party. D. Restriction on change of ownership and further encumbrances: Borrower agrees that Borrower's rights under this commitment and the Loan shall be personal since Bank has evaluated this Loan and has agreed to make this loan based on the unique qualifications of Borrower and Guarantors, both financial and otherwise. So long as this commitment or any part of the Loan is outstanding, the property shall remain free and clear of all other encumbrances, liens, mortgages, security interest and secondary financing, and Borrower shall not, without prior written consent of Bank, sell, transfer, encumber or convey all or any part of its interest in the Property or any portion thereof. Additionally, any 9 Oriole Homes Corp. Commitment Letter (Stonecrest) November 12, 2002 change in the present stock ownership of the borrowing corporation or change in partnership structure or other breach of the foregoing provision shall constitute a default under the note and mortgage, or if prior to closing, shall constitute grounds for terminating this commitment. Notwithstanding the aforementioned, the Borrower may as a public company allow for changes in stock ownership so long as the changes do not affect control and management. E. Non-assignability: Neither this commitment nor any of the proceeds of the loan shall be assignable by Borrower, and any attempt to make such assignment shall be void. F. Time: Time is of the essence with respect to all dates and periods of time set forth in this commitment. G. Bank's Counsel: Luis A. Consuegra, Esq., 780 N.W. 42nd Avenue, Suite #300, Miami, Florida 33126, will act as Counsel to the Bank in regard to this matter. H. Closing: The closing of this transaction shall be held on a date within 60 days from the date of the acceptance of this commitment unless delayed by the Bank or its attorneys. The closing shall take place at the offices of the counsel for the Bank and the exact date and time shall be scheduled by such counsel upon providing the Borrower with a ten (10) day notice. The bank shall not be required to establish a closing date unless the Borrower shall have complied with all the conditions and requirements set forth herein. Unless the closing is held within said 60 day period, the Bank's obligation hereunder will, at its option, terminate. I. No Secondary Financing Allowed: Borrower hereby agrees that he will not obtain any secondary financing on the property which secures the loan from Ocean Bank to Borrower, or otherwise encumber said property without the prior written consent of Ocean Bank. J. Terrorism Insurance No Terrorism insurance will be required. 37. Special Conditions: This commitment is subject to the accuracy of the plans provided for the individual models and Bank has evaluated this Loan and has agreed to make this loan based on the uniqueness of the project. Additionally, any change in the plans provided by the borrower without consent from Bank except in the event it is based on options included in an executed contract, shall constitute a default under the note and mortgage, or if prior to closing, shall constitute grounds for terminating this commitment. Any proposed changes for the project must be found acceptable to Ocean Bank. Detailed below is the Size of the individual Models as approved by Ocean Bank: 10 Oriole Homes Corp. Commitment Letter (Stonecrest) November 12, 2002

Model Name Frame Style SF [AC] Bed/Bath/Garage ---------- ----------- ------- --------------- Premier Series -------------- Monticello Wood 1,485 3/2/2 Kingsley Wood 1,590 3/2/2 St. Johns Wood 1,724 2+Den/2/2 St. George Wood 1,862 3/2/2 Monticello Block 1,485 3/2/2 Kingsley Block 1,590 3/2/2 St. Johns Block 1,724 2+Den/2/2 St. George Block 1,862 3/2/2 Master Series ------------- Sanibel Wood 1,690 3/2/2.5 Avondale Wood 1,779 2/2/2.5 Sebastian Wood 1,808 3/2/2.5 San Marco Wood 1,990 3/2/2.5 Anastasia Wood 2,200 3/2.5/2.5 Sanibel Block 1,690 3/2/2.5 Captiva Block 1,772 3/2/2 Avondale Block 1,779 2/2/2.5 Sebastian Block 1,808 3/2/2.5 Savannah Block 1,966 3/2/2 San Marco Block 1,990 3/2/2.5 Anastasia Block 2,200 3/2.5/2.5

38. Lender's Expenses: This transaction is to be handled without cost and expense to the Bank and the Bank is to be held harmless from any and all expenses relating thereto, including but not limited to, all claims of brokerage in any way related to this transaction, appraisal and credit report cost, if any, title insurance cost, legal fees incurred by the Bank, survey costs, recording charges, documentary stamp taxes, intangible taxes, etc. 39. Broker Involved: In as much as the Borrower has dealt directly with Ocean Bank and has not used a Broker, both parties hereby warrant that there is no Broker involved in this transaction, and that no claims shall be made by any Broker whatsoever. 40. Retainage: Loan proceeds shall be disbursed in accordance with an itemized cost breakdown, provided by the Borrower and approved by the Bank, in an amount not to exceed the percentage of completion of the improvements then attained, as recommended by the Bank designated Engineer. There will be a 5% retention on all construction and/or development draws. Said retention shall be released upon the delivery of a valid Certificate of Occupancy for each unit and all final waivers of liens. 11 Oriole Homes Corp. Commitment Letter (Stonecrest) November 12, 2002 41. Borrower shall submit to the Bank any and all Homeowners Association documents and Condominium documents required under the Florida law and Federal law, which documents must be approved by the Bank and the Bank's Counsel. 42. Acceptance of Commitment: The Borrower's Acceptance of this letter shall be evidenced by the borrower executing the original of this commitment in the space provided herein and returning it to the Bank no later than ten (10) days together with a check in the amount of $30,828.75, which represents the portion of the commitment fee which is non-refundable. 43. Ocean Bank and Borrower: SPECIFICALLY AGREE THAT THEY WAIVE ALL RIGHTS TO RELY ON OR ENFORCE ANY ORAL STATEMENTS MADE PRIOR TO OR SUBSEQUENT TO THE SIGNING OF THIS DOCUMENT. 44. Ocean Bank and Borrower HEREBY KNOWINGLY, VOLUNTARILY AND INTELLIGENTLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS DOCUMENT, AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS(WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY MADE BEFORE, DURING, OR AFTER THE EXECUTION OF THIS DOCUMENT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE EXECUTION OF THIS DOCUMENT BY BOTH BORROWER AND OCEAN BANK. This commitment shall expire sixty (60) days from its acceptance unless delayed by the Bank or its attorneys. Sincerely, /s/ Eugene S. Font /s/ Guillermo Molina Eugene S. Font Guillermo Molina Senior Vice President Vice-President Real Estate Lending Real Estate Lending ================================================================================ The terms and conditions of this commitment are hereby agreed upon and accepted this 27th day of November, 2002. ORIOLE HOMES CORP. /s/ Joseph Pivinski By: Joseph Pivinski Its: Chief Financial Officer 12 EX-8 4 g79426a2exv8.txt COMMITMENT LETTER FROM OCEAN BANK EXHIBIT 8 [OCEAN BANK LETTERHEAD] November 12, 2002 Mr. Joseph Pivinski, CFO Oriole Homes Corp. 1690 S. Congress Avenue Suite 200 Delray Beach, Florida. 33445 Re: Mini-Permanent loan to finance the inventory of 13 single-family homes in the Stonecrest Development in Marion County (Ocala), Florida. Dear Mr. Pivinski: We are pleased to inform you that Ocean Bank (the "Bank") has approved the above mentioned request under the following terms and conditions, subject to a satisfactory appraisal report. TERMS OF LOAN: 1. Amount: The total loan amount to be $1,573,000.00. 2. Rate of Interest: Interest shall be charged at the rate of one half of one percent (.50%) over Citibank of New York Prime Rate, calculated daily on a 360-day year basis on the outstanding principal balance. The rate will have a floor of 5.75% for the life of the loan. 2A. Additional Provisions: This section 2A is deleted in its entirety. 3. Terms: The loan shall mature thirty (36) months from the execution of the loan documents. Oriole Homes Corp. Commitment Letter (Stonecrest) November 12, 2002 4. Repayment: Monthly payments of principal ($8,739.00) plus accrued interest with additional principal to be repaid upon release of individual units and/or maturity. 5. Costs and Expenses: Borrower shall pay the following fees, costs and expenses in connection with this loan: A. Three quarter of one percent (.75%) as a commitment fee ($11,797.50) of which 50% ($5,898.75) is payable to Lender at the time of acceptance of this Commitment by Borrower, and the remaining 50% ($5,898.75) is payable to Lender on or before closing. B. Out of pocket expenses. Including without limitations, any and all brokerage commissions, appraisal fees, credit report costs, title insurance costs and premiums, survey costs, recording and filing fees, documentary stamp taxes, intangible taxes, environmental assessment and any other costs and expenses associated with this loan. C. Processing Fees: $3,146.00, no separate attorney's fees will be charged. D. Borrower understands and hereby agrees that in the event the deposits collected by the Bank upon acceptance of this commitment are insufficient to pay the full cost thereof, the Borrower will pay any deficiency upon demand. This will also include any additional costs and expenses incurred by the Bank relative to the preparation of loan closing. 6. Borrower: The Borrower of this loan shall be: Oriole Homes Corp. 7. Guarantors: Intentionally left blank. 8. Security: The loan shall be secured by a first mortgage on 13 completed homes at Stonecrest Development in Summerfield, Ocala. Final legal descriptions to be supplied by borrower at the execution of this commitment letter. Facility will be cross-collateralized/cross defaulted with a Stonecrest facility in the amount of $8,221,000. 9. Financial Statement: Borrower hereby agrees to provide current, complete financial statements of Borrower and every Guarantor in form and content satisfactory to Lender. Borrower further agrees to provide such statements annually at its own expense, as long as the loan is outstanding. 10. Estoppel Information: Prior to closing, Borrower is to provide the Bank and/or lender's counsel with current, complete estoppel information on any existing prior debt. 2 Oriole Homes Corp. Commitment Letter (Stonecrest) November 12, 2002 11. Appraisal: Borrower hereby authorizes and directs Bank to order the appraisal with a feasibility study from an appraiser on the Bank's approved list of appraisers, which must reflect that the value of the Property and such improvements is not less than the value of the individual units exhibited in Exhibit B. 12. Environmental Audit: Will not be required as facility is for residential land. 13. Loan Documents: The loan documents, as to form and content, are to be acceptable to the Bank's Counsel, are to be joined in all signatories required to create the security interest provided for herein, and are to include all terms and provisions customarily incorporated in the Bank's document reasonably applicable in this instance. The loan documents shall include, but shall not be limited to the following: a. Mortgage b. Promissory Note c. UCC-1 Statement d. Assignment of Rents and Leases e. Such other documents that are designated by Bank's Counsel. 14. Hazard Insurance, etc.: Prior to any funding of the construction loan, Borrower shall furnish the Bank with a Multi-Peril Insurance Policy in a form and amount of the insurable improvements acceptable to Bank, and written by a company acceptable to the Bank. Policy will include mortgagee loss payee clause satisfactory to Bank and an agreement to notify Bank in writing at least thirty (30) days prior to any cancellation or reduction in coverage. In the event that adequate coverage cannot be secured with an approved company satisfactory to the Bank and maintained during the terms of the mortgage, the Bank shall have the right to accelerate the principal outstanding balance of the loan. 15. Windstorm Insurance: Prior to any funding of the construction loan, Borrower shall furnish the Bank with Windstorm Insurance in a form and amount of the insurable improvements acceptable to Bank, and written by a company acceptable to the Bank. Policy will include mortgagee loss payee clause satisfactory to Bank and an agreement to notify Bank in writing at least thirty (30) days prior to any cancellation or reduction in coverage. In the event that adequate coverage cannot be secured with an approved company satisfactory to the Bank and maintained during the terms of the mortgage, the Bank shall have the right to accelerate the principal outstanding balance of the loan. Property insurance policies with windstorm deductibles greater than 5% must be approved by Bank on an individual basis. When Property insurance policies exclude windstorm coverage in the Windstorm Pool areas, Borrower must obtain the maximum coverage from the Florida Windstorm Underwriting Association. 3 Oriole Homes Corp. Commitment Letter (Stonecrest) November 12, 2002 16. Flood Insurance: If the property is in a "Special Flood Hazard Area", as defined by the Flood Insurance Rate Map issued by the Department of Housing and Urban Development, the Bank will require flood insurance and the borrower shall procure same once a building is fifty percent (50%) complete. In the event that adequate coverage cannot be secured with an approved company satisfactory to the Bank and maintained during the terms of the mortgage, the Bank shall have the right to accelerate the principal outstanding balance of the loan. 17. Liability Insurance: Comprehensive general commercial liability insurance in a form and amount acceptable to the Bank shall be obtained for the benefit of the Borrower and Ocean Bank, naming Ocean Bank as an additional insured prior to closing. 18. Survey: The Borrower shall deliver to the Bank four (4) endorsed survey copies performed by a registered professional land surveyor. The four (4) surveys shall be certified to Ocean Bank, Oriole Homes Corp., the title insurance company and the Attorney preparing the title insurance policy. The certification will be within 60 days prior of the loan closing and shall meet the survey requirements of the Bank's attorney. 19. Title Insurance: (Prepared by Borrower) Mortgagee Title Insurance for the full amount of the loan, to protect the Bank's interest in the real estate, will be furnished to the Bank by Alpha Title Company from Old Republic Title Company. The cost of the mortgagee title insurance policy will be paid at closing by the borrower. 20. Assignment: Assignment of Rents and Leases and Financing Statements to be filed with the Secretary of State of Florida in favor to the Ocean Bank. 21. Plat: Borrower shall provide satisfactory proof, at least twenty (20) days prior to closing, that the proposed project has received final plat approval and that all governmental approvals necessary for final plat have been obtained included but not limited to payment of any required fees. 22. Purchase and Sale Contracts: A. Borrower shall provide Bank with a sample form of the Purchase & Sale Contract. B. Borrower shall provide Bank on an ongoing basis, list of all sales contracts having at minimum block number, lot number, buyer's name, date of contract execution, unit type, purchase price, base sale price, lot premium and options. The list shall be signed by a corporate officer with the statement "This is a true and correct list of all current sales contracts." C. Borrower will notify Bank immediately of any termination of Sale. 4 Oriole Homes Corp. Commitment Letter (Stonecrest) November 12, 2002 23. Sales Deposits Escrow: A. Prior to closing, Borrower will open the sales deposits escrow depository account at Ocean Bank. B. Borrower shall provide Bank with a copy of the "Escrow Agreement" executed by the Borrower's designated escrow agent. The escrow agreement must stipulate NO DISBURSEMENTS from the escrow account will be utilized for the construction of improvements, without the written consent of Ocean Bank. C. Borrower will instruct the escrow agent to provide the Bank, on a quarterly basis, an escrow analysis. The escrow analysis, not limited to, will include a detailed breakdown of all deposits and disbursements of each purchaser. D. All escrows deposits, which are waived by the Buyer in writing and are bonded by the Borrower will not need to be maintained in the escrow account. 24. Agreements: Borrower shall submit to Bank all joint venture agreements, limited partnership agreements, and trust agreements in connection with this loan and such agreements must be approved by Bank and Bank's Counsel. 25. Corporate Documents: Borrower, if corporation, partnership or other business entity, shall provide evidence that it is duly organized, validity existing and in good standing under the laws governing its organization or incorporation and has full power and authority to consummate this loan transaction. 26. Tax ID No: Borrower shall provide its IRS Tax Identification Number for tax reporting purposes relating to interest. 27. Publication: The Bank may issue news releases to newspapers, trade publications and other publications concerning the Loan, and Bank shall have the right to maintain signs on the property during the term of the loan indicating the source of financing. 28. SPECIFIC CONDITIONS: A. Purpose of the Loan & Qualifications of the Property: The loan funds shall be used for the purpose of financing 13 complete homes at Stonecrest Development in Summerfield, Florida. This commitment letter is part of two (2) commitment letters issued by Ocean Bank and all commitments are joined together as part of a loan package. B. Conditions for Partial Releases: Provided the loan is not in default and is in good standing, the Bank shall provide one or more releases of lien upon receipt of the release price as described in exhibit "A" for the respective units. 5 Oriole Homes Corp. Commitment Letter (Stonecrest) November 12, 2002 29. Miscellaneous Conditions: A. Stand by Letters of Credit: In the event the Mortgagor requests the bank to issue Stand-By Letter(s) of credit guaranteeing the beneficiary that funds will be available to complete certain work obligations required to be performed by the Mortgagor, the Stand-By Letter(s) of credit will be secured by this Mortgage. If the stand by letter of credit has not been canceled once the Loan, secured by this Mortgage, is paid off pursuant to the terms of payments of the note and the release provision the outstanding loan amount will reflect the balance of $1.00 to protect the Banks collateral position. The Mortgagor further agrees to continue paying the Bank the release price stipulated herein, and the bank agrees to set aside said funds in an interest-bearing savings account until such time as said account has reached the outstanding balance of the Stand-by Letter(s) of credit issued by the Bank in favor of the beneficiary. The funds deposited into said interest bearing savings account will serve as collateral for Stand-by Letter(s) of Credit. As the Stand-by Letters of Credit are reduced, the Mortgagor may withdraw funds from said account; provided that the remaining balance of the interest bearing account is not less than the outstanding balance of the Stand-By Letter/s of Credit. B. Amendments: This commitment may be amended only by a written amendment executed by the Bank and the Borrowers and is not assignable without prior consent of the Bank. C. Representations of Borrower: This commitment is subject to the accuracy of all information, representations and materials submitted with or in support of the application for the loan or the issuance of this commitment. In the event of inaccuracy or material changes in the information, representations and materials submitted to Bank or in the financial condition of Borrower or any guarantor, Bank shall, in its sole absolute discretion, have the right to terminate this commitment and all of Bank's obligations hereunder and in so doing, Bank shall have no liability whatsoever to Borrower, guarantors or any kind third party. D. Restriction on change of ownership and further encumbrances: Borrower agrees that Borrower's rights under this commitment and the Loan shall be personal since Bank has evaluated this Loan and has agreed to make this loan based on the unique qualifications of Borrower and Guarantors, both financial and otherwise. So long as this commitment or any part of the Loan is outstanding, the property shall remain free and clear of all other encumbrances, liens, mortgages, security interest and secondary financing, and Borrower shall not, without prior written consent of Bank, sell, transfer, encumber or convey all or any part of its interest in the Property or any portion thereof. Additionally, any change in the present stock ownership of the borrowing corporation or change in partnership structure or other breach of the foregoing provision shall constitute a default under the note and mortgage, or if prior to closing, shall constitute grounds for terminating this commitment. Notwithstanding the aforementioned, the Borrower may as a public company allow for changes in stock ownership so long as the changes do not affect control and management. 6 Oriole Homes Corp. Commitment Letter (Stonecrest) November 12, 2002 E. Non-assignability: Neither this commitment nor any of the proceeds of the loan shall be assignable by Borrower, and any attempt to make such assignment shall be void. F. Time: Time is of the essence with respect to all dates and periods of time set forth in this commitment. G. Bank's Counsel: Luis A. Consuegra, Esq., 780 N.W. 42nd Avenue, Suite #300, Miami, Florida 33126, will act as Counsel to the Bank in regard to this matter. H. Closing: The closing of this transaction shall be held on a date within 60 days from the date of the acceptance of this commitment unless delayed by the Bank or its attorneys. The closing shall take place at the offices of the counsel for the Bank and the exact date and time shall be scheduled by such counsel upon providing the Borrower with a ten (10) day notice. The bank shall not be required to establish a closing date unless the Borrower shall have complied with all the conditions and requirements set forth herein. Unless the closing is held within said 60 day period, the Bank's obligation hereunder will, at its option, terminate. I. No Secondary Financing Allowed: Borrower hereby agrees that he will not obtain any secondary financing on the property which secures the loan from Ocean Bank to Borrower, or otherwise encumber said property without the prior written consent of Ocean Bank. J. Terrorism Insurance No Terrorism insurance will be required. K. Additional Borrower to address the pending lawsuit filed in Marion County on September 11, 2000, being Oriole Homes Corporation the defendant and Christoff, Krietemeyer & Associates Architects, P.A. the plaintiff. 30. Lender's Expenses: This transaction is to be handled without cost and expense to the Bank and the Bank is to be held harmless from any and all expenses relating thereto, including but not limited to, all claims of brokerage in any way related to this transaction, appraisal and credit report cost, if any, title insurance cost, legal fees incurred by the Bank, survey costs, recording charges, documentary stamp taxes, intangible taxes, etc. 7 Oriole Homes Corp. Commitment Letter (Stonecrest) November 12, 2002 31. Broker Involved: In as much as the Borrower has dealt directly with Ocean Bank and has not used a Broker, both parties hereby warrant that there is no Broker involved in this transaction, and that no claims shall be made by any Broker whatsoever. 32. Borrower shall submit to the Bank any and all Homeowners Association documents and Condominium documents required under the Florida law and Federal law, which documents must be approved by the Bank and the Bank's Counsel. 33. Acceptance of Commitment: The Borrower's Acceptance of this letter shall be evidenced by the borrower executing the original of this commitment in the space provided herein and returning it to the Bank no later than ten (10) days together with a check in the amount of $5,898.75, which represents the portion of the commitment fee which is non-refundable. 34. Ocean Bank and Borrower: SPECIFICALLY AGREE THAT THEY WAIVE ALL RIGHTS TO RELY ON OR ENFORCE ANY ORAL STATEMENTS MADE PRIOR TO OR SUBSEQUENT TO THE SIGNING OF THIS DOCUMENT. 35. Ocean Bank and Borrower HEREBY KNOWINGLY, VOLUNTARILY AND INTELLIGENTLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS DOCUMENT, AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS(WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY MADE BEFORE, DURING, OR AFTER THE EXECUTION OF THIS DOCUMENT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE EXECUTION OF THIS DOCUMENT BY BOTH BORROWER AND OCEAN BANK. This commitment shall expire sixty (60) days from its acceptance unless delayed by the Bank or its attorneys. Sincerely, /s/ Eugene S. Font /s/ Guillermo Molina Eugene S. Font Guillermo Molina Senior Vice President Vice-President Real Estate Lending Real Estate Lending ================================================================================ 8 Oriole Homes Corp. Commitment Letter (Stonecrest) November 12, 2002 The terms and conditions of this commitment are hereby agreed upon and accepted this 27th day of November, 2002. ORIOLE HOMES CORP. /s/ Joseph Pivinski By: Joseph Pivinski Its: Chief Financial Officer 9 -----END PRIVACY-ENHANCED MESSAGE-----

EX-7

                                                                       EXHIBIT 7

                             [OCEAN BANK LETTERHEAD]



November 12, 2002

Mr. Joseph Pivinski, CFO
Oriole Homes Corp.
1690 S. Congress Avenue
Suite 200
Delray Beach, Florida. 33445

Re:    Development and Construction loan on 158 developed and 120 undeveloped
       lots plus proposed improvements in the Stonecrest Development in Marion
       County (Ocala), Florida.

Dear Mr. Pivinski:

We are pleased to inform you that Ocean Bank (the "Bank") has approved the above
mentioned request under the following terms and conditions, subject to a
satisfactory appraisal report.


TERMS OF LOAN:

1.       Amount:

         The total loan amount to be $8,221,000.00.

2.       Rate of Interest:

         Interest shall be charged at the rate of one half of one percent (.50%)
         over Citibank of New York Prime Rate, calculated daily on a 360-day
         year basis on the outstanding principal balance. The rate will have a
         floor of 5.75% for the life of the loan.

2A.      Additional Provisions:

         This section 2A is deleted in its entirety.



                                                              Oriole Homes Corp.
                                                  Commitment Letter (Stonecrest)
                                                               November 12, 2002


3.       Terms:

         The loan shall mature thirty (30) months from the execution of the loan
         documents. Provided the loan is not in default and that Borrower is
         then in full compliance with all of its obligations under the loan
         documents, Borrower shall have the right to extend the maturity date of
         the loan for six (6) months, upon payment to Bank of an extension fee
         equal to one-quarter of one percent (0.25%) of the then Committed
         Amount, execution of all extension documents required by Bank and
         compliance with all other requirements of Bank for extension of the
         Loan.

4.       Repayment:

         Interest only shall be paid monthly based on the outstanding principal
         balance. All of the outstanding principal balance and accrued interest
         shall be entirely due and payable at maturity.

5.       Costs and Expenses:

         Borrower shall pay the following fees, costs and expenses in connection
         with this loan:

               A.   Three quarter of one percent (.75%) as a commitment fee
                    ($61,657.50) of which 50% ($30,828.75) is payable to Lender
                    at the time of acceptance of this Commitment by Borrower,
                    and the remaining 50% ($30,828.75) is payable to Lender on
                    or before closing.

               B.   Out of pocket expenses. Including without limitations, any
                    and all brokerage commissions, appraisal fees, credit report
                    costs, title insurance costs and premiums, survey costs,
                    recording and filing fees, documentary stamp taxes,
                    intangible taxes, environmental assessment and any other
                    costs and expenses associated with this loan.

               C.   Processing Fees:  $16,442.00, no separate attorney's fees
                    will be charged.

               D.   Borrower understands and hereby agrees that in the event the
                    deposits collected by the Bank upon acceptance of this
                    commitment are insufficient to pay the full cost thereof,
                    the Borrower will pay any deficiency upon demand. This will
                    also include any additional costs and expenses incurred by
                    the Bank relative to the preparation of loan closing.

6.       Borrower:

         The Borrower of this loan shall be:

                               Oriole Homes Corp.

7.       Guarantors:

         Intentionally left blank.


8.       Security:

         The loan shall be secured by a first mortgage on 158 developed lots,
         120 to be developed lots plus proposed improvements of 278
         single-family homes at Stonecrest Development in Summerfield, Ocala.
         Final legal descriptions to be supplied by borrower at the execution of
         this commitment letter.

         This facility will be cross-collateralized with a Stonecrest facility
         in the amount of $1,573,000.




                                       2


                                                              Oriole Homes Corp.
                                                  Commitment Letter (Stonecrest)
                                                               November 12, 2002


9.       Financial Statement:

         Borrower hereby agrees to provide current, complete financial
         statements of Borrower and every Guarantor in form and content
         satisfactory to Lender. Borrower further agrees to provide such
         statements annually at its own expense, as long as the loan is
         outstanding.

10.      Estoppel Information:

         Prior to closing, Borrower is to provide the Bank and/or lender's
         counsel with current, complete estoppel information on any existing
         prior debt.

11.      Appraisal:

         Borrower hereby authorizes and directs Bank to order the appraisal with
         a feasibility study from an appraiser on the Bank's approved list of
         appraisers, which must reflect that the value of the Property and such
         improvements is not less than $6,840,137 "As Is" value for the land and
         the individual units should be appraised at no less than the figures
         exhibited in Exhibit A.

12.      Environmental Audit:

         Will not be required as facility is for residential land.

13.      Loan Documents:

         The loan documents, as to form and content, are to be acceptable to the
         Bank's Counsel, are to be joined in all signatories required to create
         the security interest provided for herein, and are to include all terms
         and provisions customarily incorporated in the Bank's document
         reasonably applicable in this instance. The loan documents shall
         include, but shall not be limited to the following:

                a.  Mortgage
                b.  Promissory Note
                c.  UCC-1 Statement
                d.  Assignment of Rents and Leases
                e.  Such other documents that are designated by Bank's Counsel.

14.      Hazard Insurance, etc.:

         Prior to any funding of the construction loan, Borrower shall furnish
         the Bank with a Multi-Peril Insurance Policy in a form and amount of
         the insurable improvements acceptable to Bank, and written by a company
         acceptable to the Bank. Policy will include mortgagee loss payee clause
         satisfactory to Bank and an agreement to notify Bank in writing at
         least thirty (30) days prior to any cancellation or reduction in
         coverage. In the event that adequate coverage cannot be secured with an
         approved company satisfactory to the Bank and maintained during the
         terms of the mortgage, the Bank shall have the right to accelerate the
         principal outstanding balance of the loan.


                                       3

                                                              Oriole Homes Corp.
                                                  Commitment Letter (Stonecrest)
                                                               November 12, 2002


15.      Windstorm Insurance:

         Prior to any funding of the construction loan, Borrower shall furnish
         the Bank with Windstorm Insurance in a form and amount of the insurable
         improvements acceptable to Bank, and written by a company acceptable to
         the Bank. Policy will include mortgagee loss payee clause satisfactory
         to Bank and an agreement to notify Bank in writing at least thirty (30)
         days prior to any cancellation or reduction in coverage. In the event
         that adequate coverage cannot be secured with an approved company
         satisfactory to the Bank and maintained during the terms of the
         mortgage, the Bank shall have the right to accelerate the principal
         outstanding balance of the loan. Property insurance policies with
         windstorm deductibles greater than 5% must be approved by Bank on an
         individual basis. When Property insurance policies exclude windstorm
         coverage in the Windstorm Pool areas, Borrower must obtain the maximum
         coverage from the Florida Windstorm Underwriting Association.

16.      Flood Insurance:

         If the property is in a "Special Flood Hazard Area", as defined by the
         Flood Insurance Rate Map issued by the Department of Housing and Urban
         Development, the Bank will require flood insurance and the borrower
         shall procure same once a building is fifty percent (50%) complete. In
         the event that adequate coverage cannot be secured with an approved
         company satisfactory to the Bank and maintained during the terms of the
         mortgage, the Bank shall have the right to accelerate the principal
         outstanding balance of the loan.

17.      Liability Insurance:

         Comprehensive general commercial liability insurance in a form and
         amount acceptable to the Bank shall be obtained for the benefit of the
         Borrower and Ocean Bank, naming Ocean Bank as an additional insured
         prior to closing.

18.      Builders Risk:

         Prior to any funding of the construction loan, borrower shall furnish
         the Bank with a Builder's risk all peril insurance and shall be
         maintained during any period of construction, naming Ocean Bank as
         mortgagee and loss payee, in an amount not less than one hundred
         percent (100%) of the replacement cost of the improvements.
         Additionally, Borrower will require its general contractor to provide
         evidence of adequate contractor's liability insurance (including
         automobile liability coverage) and worker's compensation insurance in
         the amounts required by law. In the event that adequate coverage cannot
         be secured with an approved company satisfactory to the Bank and
         maintained during the terms of the mortgage, the Bank shall have the
         right to accelerate the principal outstanding balance of the loan.

19.      Survey:

         The Borrower shall deliver to the Bank four (4) endorsed survey copies
         performed by a registered professional land surveyor. The four (4)
         surveys shall be certified to Ocean Bank, Oriole Homes Corp., the title
         insurance company and the Attorney preparing the title insurance
         policy. The certification will be within 60 days prior of the loan
         closing and shall meet the survey requirements of the Bank's attorney.



                                       4

                                                              Oriole Homes Corp.
                                                  Commitment Letter (Stonecrest)
                                                               November 12, 2002



20.      Title Insurance: (Prepared by Borrower)

         Mortgagee Title Insurance for the full amount of the loan, to protect
         the Bank's interest in the real estate, will be furnished to the Bank
         by Alpha Title Company from Old Republic Title Company. The cost of the
         mortgagee title insurance policy will be paid at closing by the
         borrower.

21.      Assignment:

         Assignment of Rents and Leases and Financing Statements to be filed
         with the Secretary of State of Florida in favor to the Ocean Bank.

22.      Plat:

         Borrower shall provide satisfactory proof, at least twenty (20) days
         prior to closing, that the proposed project has received final plat
         approval and that all governmental approvals necessary for final plat
         have been obtained included but not limited to payment of any required
         fees.

23.      Plans/Building Permits:

         A complete set of the final building plans and specifications, shall be
         delivered to the Bank as soon as approved by the corresponding
         government agencies but not later than 20 days prior to any
         disbursement of the construction funds. Satisfactory proof that the
         zoning of the property permits the construction of the contemplated
         improvements and evidence of compliance with all laws, ordinances,
         rules, regulations and restrictions affecting the property. All of the
         foregoing must be acceptable to the Bank and its Counsel in form and
         content.

24.      Concurrency Approval:

         Prior to closing, the borrower shall furnish the Bank, proof,
         satisfactory to the Bank and its Counsel, that borrower's proposed
         development of the property has received all concurrence approvals
         ("Service Concurrence Approvals") required by Marion County Service
         Concurrence Management Program. As a construction loan, it shall be a
         pre-condition of the Bank's obligation to continue funding, that
         borrower maintain all Service Concurrence Approvals in effect until
         construction is completed and a Certificate of Occupancy (or its
         equivalent) is issued for all improvements. Bank will be under no
         obligation to continue disbursing any funds, if the Service Concurrence
         Approvals previously obtained by borrower lapse so as to preclude the
         continued development of the property without re-obtaining the Service
         Concurrence Approvals.

25.      WASA-DERM Approval:

         Borrower must provide satisfactory evidence to the Bank that the
         proposed construction has been approved by Marion County's Water and
         Sewer Department. In addition, borrower must furnish proof that the
         Department of Environmental and Resources Management approves and
         issues the necessary allocation for the connection to the abutting
         sanitary sewer system for all installations upon completion of
         improvements. It shall be a pre-condition of the Bank's obligation to
         continue funding, that the borrower maintain all sewer allocation
         approvals in effect until construction is completed and a Certificate
         of Occupancy (or its equivalent) is issued for all improvements. Bank
         will be under no obligation to continue disbursing any funds, if the
         sewer allocation approvals previously obtained by borrower lapse so as
         to preclude the


                                       5



                                                              Oriole Homes Corp.
                                                  Commitment Letter (Stonecrest)
                                                               November 12, 2002

         continued development of the property without the proper necessary
         connection to the abating sanitary sewer system.

26.      General Contractor:

         The construction of this project shall be performed by a general
         contractor licensed and insured to operate in the State of Florida.
         Oriole Homes Corp. is approved as the general contractor.

27.      Costs:

         Borrower acknowledges and agrees that Borrower will pay all costs of
         Inspection fees, title endorsements, or any other disbursement costs.

28.      Construction operating account:

         Prior to Loan Closing, Borrower will open the construction operating
         checking account at Ocean Bank, and will maintain this depository
         account during the full period of construction.

29.      Purchase and Sale Contracts:

         A.       Borrower shall provide Bank with a sample form of the Purchase
                  & Sale Contract.

         B.       Borrower shall provide Bank on an ongoing basis, list of all
                  sales contracts having at minimum block number, lot number,
                  buyer's name, date of contract execution, unit type, purchase
                  price, base sale price, lot premium and options. The list
                  shall be signed by a corporate officer with the statement
                  "This is a true and correct list of all current sales
                  contracts."

         C.       Borrower will notify Bank immediately of any termination of
                  Sale.

30.      Sales Deposits Escrow:

         A.       Prior to closing, Borrower will open the sales deposits escrow
                  depository account at Ocean Bank.

         B.       Borrower shall provide Bank with a copy of the "Escrow
                  Agreement" executed by the Borrower's designated escrow agent.
                  The escrow agreement must stipulate NO DISBURSEMENTS from the
                  escrow account will be utilized for the construction of
                  improvements, without the written consent of Ocean Bank.

         C.       Borrower will instruct the escrow agent to provide the Bank,
                  on a quarterly basis, an escrow analysis. The escrow analysis,
                  not limited to, will include a detailed breakdown of all
                  deposits and disbursements of each purchaser.

         D.       All escrows deposits, which are waived by the Buyer in writing
                  and are bonded by the Borrower will not need to be maintained
                  in the escrow account.

31.      Agreements:

         Borrower shall submit to Bank all joint venture agreements, limited
         partnership agreements, and trust agreements in connection with this
         loan and such agreements must be approved by Bank and Bank's Counsel.

32.      Corporate Documents:

         Borrower, if corporation, partnership or other business entity, shall
         provide evidence that it is duly organized, validity existing and in
         good standing under the laws governing its organization or
         incorporation and has full power and authority to consummate this loan
         transaction.



                                       6


                                                              Oriole Homes Corp.
                                                  Commitment Letter (Stonecrest)
                                                               November 12, 2002

33.      Tax ID No:

         Borrower shall provide its IRS Tax Identification Number for tax
         reporting purposes relating to interest.

34.      Publication:

         The Bank may issue news releases to newspapers, trade publications and
         other publications concerning the Loan, and Bank shall have the right
         to maintain signs on the property during the term of the loan
         indicating the source of financing.

35.      SPECIFIC CONDITIONS:

         A.       Purpose of the Loan & Qualifications of the Property: The loan
                  funds shall be used for the purpose of financing 158 developed
                  and 120 undeveloped lots plus proposed improvements for 278
                  single-family homes at Stonecrest Development in Summerfield,
                  Florida. This commitment letter is part of two (2) commitment
                  letters issued by Ocean Bank and all commitments are joined
                  together as part of a loan package.

         B.       Conditions for Partial Releases: Provided the loan is not in
                  default and is in good standing, the Bank shall provide one or
                  more releases of lien upon receipt of the release price as
                  described in exhibit "A" for the respective units.

         C.       Disbursement Schedule:




        Items                                                    Total Costs          Borrower Equity           Loan Amount
        -----                                                    -----------          ---------------           -----------
                                                                                                        
        a)  Land                                                  $6,840,137              $3,420,068             $3,420,069

        b)  Site Improvements                                      1,500,594                       0              1,500,594

        c)  Hard Costs (Revolver)                                  3,000,000                       0              3,000,000

        d)  Soft Costs                                             1,618,251               1,618,251                      0

        e)  Sales and Marketing                                    3,487,053               3,487,053                      0

        f)  Sales Commissions and Overrides                          897,153                 897,153                      0

        g)  Closing Costs                                            300,337                       0                300,337

        h)  Interest Reserve                                       1,070,000               1,070,000                      0

                                                  TOTALS         $18,713,525             $10,492,525             $8,221,000
                                                                 -----------             -----------             ----------



a.       Land: ($3,420,069) Amount to be disbursed at closing.

b.       Site Improvements: ($1,500,594) This amount is allocated for the
         required on-site and off-site improvements to be completed on for the
         last 120 lots. Funds shall be disbursed on work completed and in place
         as verified by the Bank's inspecting engineer.



                                       7

                                                              Oriole Homes Corp.
                                                  Commitment Letter (Stonecrest)
                                                               November 12, 2002


(c)      Hard Costs (Revolver): ($3,000,000) This amount is a revolving line of
         credit to be disbursed as per certifications or work performed duly
         verified by the Bank's inspector in accordance with the breakdown
         submitted to the Bank. This portion will be funded on work completed as
         duly verified by Bank's inspector. The Borrower will be allowed to
         start construction on 7 speculative units under construction at any one
         time. All other units will require to be under contract. Sales for the
         purpose of funding under this category shall be defined as:

                  o        Bonafide duly executed and delivered sales contract.

                  o        No rescission rights or contingencies that would
                           allow either party thereto to terminate the contract.

                  o        Purchase Contracts to be in form and content
                           acceptable to Ocean Bank and its legal counsel.

                  o        Non refundable deposits of at least 10% of the
                           combined base sales price plus premium per unit must
                           have been paid in full.

                  o        No units sold to a related party of the project will
                           be considered a Qualified Sale.

         The following amounts will be disbursed for each unit:

       Model Name           Frame Style         Funding per Unit
       ----------           -----------         ----------------

     Premier Series
     --------------
       Monticello               Wood                $77,032
        Kingsley                Wood                $76,779
       St. Johns                Wood                $82,063
       St. George               Wood                $85,098
       Monticello              Block                $81,475
        Kingsley               Block                $81,383
       St. Johns               Block                $86,196
       St. George              Block                $90,363

     Master Series
     -------------
        Sanibel                 Wood                $81,918
        Avondale                Wood                $82,821
       Sebastian                Wood                $83,176
       San Marco                Wood                $93,808
       Anastasia                Wood                $99,017
        Sanibel                Block                $86,216
        Captiva                Block                $77,293
        Avondale               Block                $87,227
       Sebastian               Block                $88,099
        Savannah               Block                $86,670
       San Marco               Block                $99,144
       Anastasia               Block                $104,266


         d.       Soft Costs: Borrower to pay for this item.



                                       8

                                                              Oriole Homes Corp.
                                                  Commitment Letter (Stonecrest)
                                                               November 12, 2002

         e.       Sales and Marketing: Borrower to pay for this item.

         f.       Sales Commissions and Overrides: Borrower to pay for this
                  item.

         g.       Closing Costs: ($300,337) These funds are allocated for the
                  closing for the closing costs of the subject loan request.

         h.       Interest Reserve: ($1,070,000) To be paid by borrower.

36.      Miscellaneous Conditions:

         A. Stand by Letters of Credit:

            In the event the Mortgagor requests the bank to issue Stand-By
            Letter(s) of credit guaranteeing the beneficiary that funds will be
            available to complete certain work obligations required to be
            performed by the Mortgagor, the Stand-By Letter(s) of credit will be
            secured by this Mortgage.

            If the stand by letter of credit has not been canceled once the
            Loan, secured by this Mortgage, is paid off pursuant to the terms of
            payments of the note and the release provision the outstanding loan
            amount will reflect the balance of $1.00 to protect the Banks
            collateral position. The Mortgagor further agrees to continue paying
            the Bank the release price stipulated herein, and the bank agrees to
            set aside said funds in an interest-bearing savings account until
            such time as said account has reached the outstanding balance of the
            Stand-by Letter(s) of credit issued by the Bank in favor of the
            beneficiary. The funds deposited into said interest bearing savings
            account will serve as collateral for Stand-by Letter(s) of Credit.
            As the Stand-by Letters of Credit are reduced, the Mortgagor may
            withdraw funds from said account; provided that the remaining
            balance of the interest bearing account is not less than the
            outstanding balance of the Stand-By Letter/s of Credit.

         B. Amendments:

            This commitment may be amended only by a written amendment executed
            by the Bank and the Borrowers and is not assignable without prior
            consent of the Bank.

         C. Representations of Borrower:

            This commitment is subject to the accuracy of all information,
            representations and materials submitted with or in support of the
            application for the loan or the issuance of this commitment. In the
            event of inaccuracy or material changes in the information,
            representations and materials submitted to Bank or in the financial
            condition of Borrower or any guarantor, Bank shall, in its sole
            absolute discretion, have the right to terminate this commitment and
            all of Bank's obligations hereunder and in so doing, Bank shall have
            no liability whatsoever to Borrower, guarantors or any kind third
            party.

         D. Restriction on change of ownership and further encumbrances:

            Borrower agrees that Borrower's rights under this commitment and the
            Loan shall be personal since Bank has evaluated this Loan and has
            agreed to make this loan based on the unique qualifications of
            Borrower and Guarantors, both financial and otherwise. So long as
            this commitment or any part of the Loan is outstanding, the property
            shall remain free and clear of all other encumbrances, liens,
            mortgages, security interest and secondary financing, and Borrower
            shall not, without prior written consent of Bank, sell, transfer,
            encumber or convey all or any part of its interest in the Property
            or any portion thereof. Additionally, any



                                       9

                                                              Oriole Homes Corp.
                                                  Commitment Letter (Stonecrest)
                                                               November 12, 2002


            change in the present stock ownership of the borrowing corporation
            or change in partnership structure or other breach of the foregoing
            provision shall constitute a default under the note and mortgage, or
            if prior to closing, shall constitute grounds for terminating this
            commitment. Notwithstanding the aforementioned, the Borrower may as
            a public company allow for changes in stock ownership so long as the
            changes do not affect control and management.

         E. Non-assignability:

            Neither this commitment nor any of the proceeds of the loan shall be
            assignable by Borrower, and any attempt to make such assignment
            shall be void.

         F. Time:

            Time is of the essence with respect to all dates and periods of time
            set forth in this commitment.

         G. Bank's Counsel:

            Luis A. Consuegra, Esq., 780 N.W. 42nd Avenue, Suite #300, Miami,
            Florida 33126, will act as Counsel to the Bank in regard to this
            matter.

         H. Closing:

            The closing of this transaction shall be held on a date within 60
            days from the date of the acceptance of this commitment unless
            delayed by the Bank or its attorneys. The closing shall take place
            at the offices of the counsel for the Bank and the exact date and
            time shall be scheduled by such counsel upon providing the Borrower
            with a ten (10) day notice. The bank shall not be required to
            establish a closing date unless the Borrower shall have complied
            with all the conditions and requirements set forth herein. Unless
            the closing is held within said 60 day period, the Bank's obligation
            hereunder will, at its option, terminate.

         I. No Secondary Financing Allowed:

            Borrower hereby agrees that he will not obtain any secondary
            financing on the property which secures the loan from Ocean Bank to
            Borrower, or otherwise encumber said property without the prior
            written consent of Ocean Bank.

         J. Terrorism Insurance

            No Terrorism insurance will be required.

37.      Special Conditions:

         This commitment is subject to the accuracy of the plans provided for
         the individual models and Bank has evaluated this Loan and has agreed
         to make this loan based on the uniqueness of the project. Additionally,
         any change in the plans provided by the borrower without consent from
         Bank except in the event it is based on options included in an executed
         contract, shall constitute a default under the note and mortgage, or if
         prior to closing, shall constitute grounds for terminating this
         commitment. Any proposed changes for the project must be found
         acceptable to Ocean Bank. Detailed below is the Size of the individual
         Models as approved by Ocean Bank:



                                       10

                                                              Oriole Homes Corp.
                                                  Commitment Letter (Stonecrest)
                                                               November 12, 2002





      Model Name               Frame Style           SF [AC]             Bed/Bath/Garage
      ----------               -----------           -------             ---------------
                                                                     
    Premier Series
    --------------
      Monticello                  Wood                1,485                   3/2/2
       Kingsley                   Wood                1,590                   3/2/2
      St. Johns                   Wood                1,724                 2+Den/2/2
      St. George                  Wood                1,862                   3/2/2
      Monticello                  Block               1,485                   3/2/2
       Kingsley                   Block               1,590                   3/2/2
      St. Johns                   Block               1,724                 2+Den/2/2
      St. George                  Block               1,862                   3/2/2

    Master Series
    -------------
       Sanibel                    Wood                1,690                  3/2/2.5
       Avondale                   Wood                1,779                  2/2/2.5
      Sebastian                   Wood                1,808                  3/2/2.5
      San Marco                   Wood                1,990                  3/2/2.5
      Anastasia                   Wood                2,200                 3/2.5/2.5
       Sanibel                    Block               1,690                  3/2/2.5
       Captiva                    Block               1,772                   3/2/2
       Avondale                   Block               1,779                  2/2/2.5
      Sebastian                   Block               1,808                  3/2/2.5
       Savannah                   Block               1,966                   3/2/2
      San Marco                   Block               1,990                  3/2/2.5
      Anastasia                   Block               2,200                 3/2.5/2.5



38.      Lender's Expenses:

         This transaction is to be handled without cost and expense to the Bank
         and the Bank is to be held harmless from any and all expenses relating
         thereto, including but not limited to, all claims of brokerage in any
         way related to this transaction, appraisal and credit report cost, if
         any, title insurance cost, legal fees incurred by the Bank, survey
         costs, recording charges, documentary stamp taxes, intangible taxes,
         etc.

39.      Broker Involved:

         In as much as the Borrower has dealt directly with Ocean Bank and has
         not used a Broker, both parties hereby warrant that there is no Broker
         involved in this transaction, and that no claims shall be made by any
         Broker whatsoever.

40.      Retainage:

         Loan proceeds shall be disbursed in accordance with an itemized cost
         breakdown, provided by the Borrower and approved by the Bank, in an
         amount not to exceed the percentage of completion of the improvements
         then attained, as recommended by the Bank designated Engineer. There
         will be a 5% retention on all construction and/or development draws.
         Said retention shall be released upon the delivery of a valid
         Certificate of Occupancy for each unit and all final waivers of liens.




                                       11

                                                              Oriole Homes Corp.
                                                  Commitment Letter (Stonecrest)
                                                               November 12, 2002


41.      Borrower shall submit to the Bank any and all Homeowners Association
         documents and Condominium documents required under the Florida law and
         Federal law, which documents must be approved by the Bank and the
         Bank's Counsel.

42.      Acceptance of Commitment:

         The Borrower's Acceptance of this letter shall be evidenced by the
         borrower executing the original of this commitment in the space
         provided herein and returning it to the Bank no later than ten (10)
         days together with a check in the amount of $30,828.75, which
         represents the portion of the commitment fee which is non-refundable.

43.      Ocean Bank and Borrower:

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

44.      Ocean Bank and Borrower

         HEREBY KNOWINGLY, VOLUNTARILY AND INTELLIGENTLY WAIVE THE RIGHT EITHER
         MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED
         HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS DOCUMENT,
         AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH,
         OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS(WHETHER VERBAL
         OR WRITTEN) OR ACTIONS OF EITHER PARTY MADE BEFORE, DURING, OR AFTER
         THE EXECUTION OF THIS DOCUMENT. THIS PROVISION IS A MATERIAL INDUCEMENT
         FOR THE EXECUTION OF THIS DOCUMENT BY BOTH BORROWER AND OCEAN BANK.

This commitment shall expire sixty (60) days from its acceptance unless delayed
by the Bank or its attorneys.

Sincerely,

/s/ Eugene S. Font                                      /s/ Guillermo Molina
Eugene S. Font                                          Guillermo Molina
Senior Vice President                                   Vice-President
Real Estate Lending                                     Real Estate Lending

================================================================================

The terms and conditions of this commitment are hereby agreed upon and accepted
this 27th day of November, 2002.

    ORIOLE HOMES CORP.

    /s/ Joseph Pivinski
    By:  Joseph Pivinski
    Its: Chief Financial Officer




                                       12

EX-8

                                                                       EXHIBIT 8


                             [OCEAN BANK LETTERHEAD]





November 12, 2002

Mr. Joseph Pivinski, CFO
Oriole Homes Corp.
1690 S. Congress Avenue
Suite 200
Delray Beach, Florida. 33445

Re:   Mini-Permanent loan to finance the inventory of 13 single-family homes in
      the Stonecrest Development in Marion County (Ocala), Florida.

Dear Mr. Pivinski:

We are pleased to inform you that Ocean Bank (the "Bank") has approved the above
mentioned request under the following terms and conditions, subject to a
satisfactory appraisal report.

TERMS OF LOAN:

1.       Amount:

         The total loan amount to be $1,573,000.00.

2.       Rate of Interest:

         Interest shall be charged at the rate of one half of one percent (.50%)
         over Citibank of New York Prime Rate, calculated daily on a 360-day
         year basis on the outstanding principal balance. The rate will have a
         floor of 5.75% for the life of the loan.

2A.      Additional Provisions:

         This section 2A is deleted in its entirety.

3.       Terms:

         The loan shall mature thirty (36) months from the execution of the loan
         documents.




                                                              Oriole Homes Corp.
                                                  Commitment Letter (Stonecrest)
                                                               November 12, 2002


4.       Repayment:

         Monthly payments of principal ($8,739.00) plus accrued interest with
         additional principal to be repaid upon release of individual units
         and/or maturity.

5.       Costs and Expenses:

         Borrower shall pay the following fees, costs and expenses in connection
         with this loan:

               A.   Three quarter of one percent (.75%) as a commitment fee
                    ($11,797.50) of which 50% ($5,898.75) is payable to Lender
                    at the time of acceptance of this Commitment by Borrower,
                    and the remaining 50% ($5,898.75) is payable to Lender on or
                    before closing.

               B.   Out of pocket expenses. Including without limitations, any
                    and all brokerage commissions, appraisal fees, credit report
                    costs, title insurance costs and premiums, survey costs,
                    recording and filing fees, documentary stamp taxes,
                    intangible taxes, environmental assessment and any other
                    costs and expenses associated with this loan.

               C.   Processing Fees:  $3,146.00, no separate attorney's fees
                    will be charged.

               D.   Borrower understands and hereby agrees that in the event the
                    deposits collected by the Bank upon acceptance of this
                    commitment are insufficient to pay the full cost thereof,
                    the Borrower will pay any deficiency upon demand. This will
                    also include any additional costs and expenses incurred by
                    the Bank relative to the preparation of loan closing.

6.       Borrower:

         The Borrower of this loan shall be:

                               Oriole Homes Corp.

7.       Guarantors:

         Intentionally left blank.

8.       Security:

         The loan shall be secured by a first mortgage on 13 completed homes at
         Stonecrest Development in Summerfield, Ocala. Final legal descriptions
         to be supplied by borrower at the execution of this commitment letter.

         Facility will be cross-collateralized/cross defaulted with a Stonecrest
         facility in the amount of $8,221,000.

9.       Financial Statement:

         Borrower hereby agrees to provide current, complete financial
         statements of Borrower and every Guarantor in form and content
         satisfactory to Lender. Borrower further agrees to provide such
         statements annually at its own expense, as long as the loan is
         outstanding.

10.      Estoppel Information:

         Prior to closing, Borrower is to provide the Bank and/or lender's
         counsel with current, complete estoppel information on any existing
         prior debt.




                                       2

                                                              Oriole Homes Corp.
                                                  Commitment Letter (Stonecrest)
                                                               November 12, 2002


11.      Appraisal:

         Borrower hereby authorizes and directs Bank to order the appraisal with
         a feasibility study from an appraiser on the Bank's approved list of
         appraisers, which must reflect that the value of the Property and such
         improvements is not less than the value of the individual units
         exhibited in Exhibit B.

12.      Environmental Audit:

         Will not be required as facility is for residential land.

13.      Loan Documents:

         The loan documents, as to form and content, are to be acceptable to the
         Bank's Counsel, are to be joined in all signatories required to create
         the security interest provided for herein, and are to include all terms
         and provisions customarily incorporated in the Bank's document
         reasonably applicable in this instance. The loan documents shall
         include, but shall not be limited to the following:

                a.  Mortgage
                b.  Promissory Note
                c.  UCC-1 Statement
                d.  Assignment of Rents and Leases
                e.  Such other documents that are designated by Bank's Counsel.

14.      Hazard Insurance, etc.:

         Prior to any funding of the construction loan, Borrower shall furnish
         the Bank with a Multi-Peril Insurance Policy in a form and amount of
         the insurable improvements acceptable to Bank, and written by a company
         acceptable to the Bank. Policy will include mortgagee loss payee clause
         satisfactory to Bank and an agreement to notify Bank in writing at
         least thirty (30) days prior to any cancellation or reduction in
         coverage. In the event that adequate coverage cannot be secured with an
         approved company satisfactory to the Bank and maintained during the
         terms of the mortgage, the Bank shall have the right to accelerate the
         principal outstanding balance of the loan.

15.      Windstorm Insurance:

         Prior to any funding of the construction loan, Borrower shall furnish
         the Bank with Windstorm Insurance in a form and amount of the insurable
         improvements acceptable to Bank, and written by a company acceptable to
         the Bank. Policy will include mortgagee loss payee clause satisfactory
         to Bank and an agreement to notify Bank in writing at least thirty (30)
         days prior to any cancellation or reduction in coverage. In the event
         that adequate coverage cannot be secured with an approved company
         satisfactory to the Bank and maintained during the terms of the
         mortgage, the Bank shall have the right to accelerate the principal
         outstanding balance of the loan. Property insurance policies with
         windstorm deductibles greater than 5% must be approved by Bank on an
         individual basis. When Property insurance policies exclude windstorm
         coverage in the Windstorm Pool areas, Borrower must obtain the maximum
         coverage from the Florida Windstorm Underwriting Association.




                                       3

                                                              Oriole Homes Corp.
                                                  Commitment Letter (Stonecrest)
                                                               November 12, 2002


16.      Flood Insurance:

         If the property is in a "Special Flood Hazard Area", as defined by the
         Flood Insurance Rate Map issued by the Department of Housing and Urban
         Development, the Bank will require flood insurance and the borrower
         shall procure same once a building is fifty percent (50%) complete. In
         the event that adequate coverage cannot be secured with an approved
         company satisfactory to the Bank and maintained during the terms of the
         mortgage, the Bank shall have the right to accelerate the principal
         outstanding balance of the loan.

17.      Liability Insurance:

         Comprehensive general commercial liability insurance in a form and
         amount acceptable to the Bank shall be obtained for the benefit of the
         Borrower and Ocean Bank, naming Ocean Bank as an additional insured
         prior to closing.

18.      Survey:

         The Borrower shall deliver to the Bank four (4) endorsed survey copies
         performed by a registered professional land surveyor. The four (4)
         surveys shall be certified to Ocean Bank, Oriole Homes Corp., the title
         insurance company and the Attorney preparing the title insurance
         policy. The certification will be within 60 days prior of the loan
         closing and shall meet the survey requirements of the Bank's attorney.

19.      Title Insurance: (Prepared by Borrower)

         Mortgagee Title Insurance for the full amount of the loan, to protect
         the Bank's interest in the real estate, will be furnished to the Bank
         by Alpha Title Company from Old Republic Title Company. The cost of the
         mortgagee title insurance policy will be paid at closing by the
         borrower.

20.      Assignment:

         Assignment of Rents and Leases and Financing Statements to be filed
         with the Secretary of State of Florida in favor to the Ocean Bank.

21.      Plat:

         Borrower shall provide satisfactory proof, at least twenty (20) days
         prior to closing, that the proposed project has received final plat
         approval and that all governmental approvals necessary for final plat
         have been obtained included but not limited to payment of any required
         fees.

22.      Purchase and Sale Contracts:

         A.       Borrower shall provide Bank with a sample form of the Purchase
                  & Sale Contract.

         B.       Borrower shall provide Bank on an ongoing basis, list of all
                  sales contracts having at minimum block number, lot number,
                  buyer's name, date of contract execution, unit type, purchase
                  price, base sale price, lot premium and options. The list
                  shall be signed by a corporate officer with the statement
                  "This is a true and correct list of all current sales
                  contracts."

         C.       Borrower will notify Bank immediately of any termination of
                  Sale.




                                       4

                                                              Oriole Homes Corp.
                                                  Commitment Letter (Stonecrest)
                                                               November 12, 2002


23.      Sales Deposits Escrow:

         A.       Prior to closing, Borrower will open the sales deposits escrow
                  depository account at Ocean Bank.

         B.       Borrower shall provide Bank with a copy of the "Escrow
                  Agreement" executed by the Borrower's designated escrow agent.
                  The escrow agreement must stipulate NO DISBURSEMENTS from the
                  escrow account will be utilized for the construction of
                  improvements, without the written consent of Ocean Bank.

         C.       Borrower will instruct the escrow agent to provide the Bank,
                  on a quarterly basis, an escrow analysis. The escrow analysis,
                  not limited to, will include a detailed breakdown of all
                  deposits and disbursements of each purchaser.

         D.       All escrows deposits, which are waived by the Buyer in writing
                  and are bonded by the Borrower will not need to be maintained
                  in the escrow account.

24.      Agreements:

         Borrower shall submit to Bank all joint venture agreements, limited
         partnership agreements, and trust agreements in connection with this
         loan and such agreements must be approved by Bank and Bank's Counsel.

25.      Corporate Documents:

         Borrower, if corporation, partnership or other business entity, shall
         provide evidence that it is duly organized, validity existing and in
         good standing under the laws governing its organization or
         incorporation and has full power and authority to consummate this loan
         transaction.

26.      Tax ID No:

         Borrower shall provide its IRS Tax Identification Number for tax
         reporting purposes relating to interest.

27.      Publication:

         The Bank may issue news releases to newspapers, trade publications and
         other publications concerning the Loan, and Bank shall have the right
         to maintain signs on the property during the term of the loan
         indicating the source of financing.

28.      SPECIFIC CONDITIONS:

         A.       Purpose of the Loan & Qualifications of the Property:

                  The loan funds shall be used for the purpose of financing 13
                  complete homes at Stonecrest Development in Summerfield,
                  Florida. This commitment letter is part of two (2) commitment
                  letters issued by Ocean Bank and all commitments are joined
                  together as part of a loan package.

         B.       Conditions for Partial Releases:

                  Provided the loan is not in default and is in good standing,
                  the Bank shall provide one or more releases of lien upon
                  receipt of the release price as described in exhibit "A" for
                  the respective units.




                                       5

                                                              Oriole Homes Corp.
                                                  Commitment Letter (Stonecrest)
                                                               November 12, 2002


29.      Miscellaneous Conditions:

         A. Stand by Letters of Credit:

            In the event the Mortgagor requests the bank to issue Stand-By
            Letter(s) of credit guaranteeing the beneficiary that funds will be
            available to complete certain work obligations required to be
            performed by the Mortgagor, the Stand-By Letter(s) of credit will be
            secured by this Mortgage.

            If the stand by letter of credit has not been canceled once the
            Loan, secured by this Mortgage, is paid off pursuant to the terms of
            payments of the note and the release provision the outstanding loan
            amount will reflect the balance of $1.00 to protect the Banks
            collateral position. The Mortgagor further agrees to continue paying
            the Bank the release price stipulated herein, and the bank agrees to
            set aside said funds in an interest-bearing savings account until
            such time as said account has reached the outstanding balance of the
            Stand-by Letter(s) of credit issued by the Bank in favor of the
            beneficiary. The funds deposited into said interest bearing savings
            account will serve as collateral for Stand-by Letter(s) of Credit.
            As the Stand-by Letters of Credit are reduced, the Mortgagor may
            withdraw funds from said account; provided that the remaining
            balance of the interest bearing account is not less than the
            outstanding balance of the Stand-By Letter/s of Credit.

         B. Amendments:

            This commitment may be amended only by a written amendment executed
            by the Bank and the Borrowers and is not assignable without prior
            consent of the Bank.

         C. Representations of Borrower:

            This commitment is subject to the accuracy of all information,
            representations and materials submitted with or in support of the
            application for the loan or the issuance of this commitment. In the
            event of inaccuracy or material changes in the information,
            representations and materials submitted to Bank or in the financial
            condition of Borrower or any guarantor, Bank shall, in its sole
            absolute discretion, have the right to terminate this commitment and
            all of Bank's obligations hereunder and in so doing, Bank shall have
            no liability whatsoever to Borrower, guarantors or any kind third
            party.

         D. Restriction on change of ownership and further encumbrances:

            Borrower agrees that Borrower's rights under this commitment and the
            Loan shall be personal since Bank has evaluated this Loan and has
            agreed to make this loan based on the unique qualifications of
            Borrower and Guarantors, both financial and otherwise. So long as
            this commitment or any part of the Loan is outstanding, the property
            shall remain free and clear of all other encumbrances, liens,
            mortgages, security interest and secondary financing, and Borrower
            shall not, without prior written consent of Bank, sell, transfer,
            encumber or convey all or any part of its interest in the Property
            or any portion thereof. Additionally, any change in the present
            stock ownership of the borrowing corporation or change in
            partnership structure or other breach of the foregoing provision
            shall constitute a default under the note and mortgage, or if prior
            to closing, shall constitute grounds for terminating this
            commitment. Notwithstanding the aforementioned, the Borrower may as
            a public company allow for changes in stock ownership so long as the
            changes do not affect control and management.




                                       6

                                                              Oriole Homes Corp.
                                                  Commitment Letter (Stonecrest)
                                                               November 12, 2002


         E. Non-assignability:

            Neither this commitment nor any of the proceeds of the loan shall be
            assignable by Borrower, and any attempt to make such assignment
            shall be void.

         F. Time:

            Time is of the essence with respect to all dates and periods of time
            set forth in this commitment.

         G. Bank's Counsel:

            Luis A. Consuegra, Esq., 780 N.W. 42nd Avenue, Suite #300, Miami,
            Florida 33126, will act as Counsel to the Bank in regard to this
            matter.

         H. Closing:

            The closing of this transaction shall be held on a date within 60
            days from the date of the acceptance of this commitment unless
            delayed by the Bank or its attorneys. The closing shall take place
            at the offices of the counsel for the Bank and the exact date and
            time shall be scheduled by such counsel upon providing the Borrower
            with a ten (10) day notice. The bank shall not be required to
            establish a closing date unless the Borrower shall have complied
            with all the conditions and requirements set forth herein. Unless
            the closing is held within said 60 day period, the Bank's obligation
            hereunder will, at its option, terminate.

         I. No Secondary Financing Allowed:

            Borrower hereby agrees that he will not obtain any secondary
            financing on the property which secures the loan from Ocean Bank to
            Borrower, or otherwise encumber said property without the prior
            written consent of Ocean Bank.

         J. Terrorism Insurance

            No Terrorism insurance will be required.

         K. Additional

            Borrower to address the pending lawsuit filed in Marion County on
            September 11, 2000, being Oriole Homes Corporation the defendant and
            Christoff, Krietemeyer & Associates Architects, P.A. the plaintiff.

30.      Lender's Expenses:

         This transaction is to be handled without cost and expense to the Bank
         and the Bank is to be held harmless from any and all expenses relating
         thereto, including but not limited to, all claims of brokerage in any
         way related to this transaction, appraisal and credit report cost, if
         any, title insurance cost, legal fees incurred by the Bank, survey
         costs, recording charges, documentary stamp taxes, intangible taxes,
         etc.




                                       7

                                                              Oriole Homes Corp.
                                                  Commitment Letter (Stonecrest)
                                                               November 12, 2002


31.      Broker Involved:

         In as much as the Borrower has dealt directly with Ocean Bank and has
         not used a Broker, both parties hereby warrant that there is no Broker
         involved in this transaction, and that no claims shall be made by any
         Broker whatsoever.

32.      Borrower shall submit to the Bank any and all Homeowners Association
         documents and Condominium documents required under the Florida law and
         Federal law, which documents must be approved by the Bank and the
         Bank's Counsel.

33.      Acceptance of Commitment:

         The Borrower's Acceptance of this letter shall be evidenced by the
         borrower executing the original of this commitment in the space
         provided herein and returning it to the Bank no later than ten (10)
         days together with a check in the amount of $5,898.75, which represents
         the portion of the commitment fee which is non-refundable.

34.      Ocean Bank and Borrower:

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

35.      Ocean Bank and Borrower

         HEREBY KNOWINGLY, VOLUNTARILY AND INTELLIGENTLY WAIVE THE RIGHT EITHER
         MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED
         HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS DOCUMENT,
         AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH,
         OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS(WHETHER VERBAL
         OR WRITTEN) OR ACTIONS OF EITHER PARTY MADE BEFORE, DURING, OR AFTER
         THE EXECUTION OF THIS DOCUMENT. THIS PROVISION IS A MATERIAL INDUCEMENT
         FOR THE EXECUTION OF THIS DOCUMENT BY BOTH BORROWER AND OCEAN BANK.

This commitment shall expire sixty (60) days from its acceptance unless delayed
by the Bank or its attorneys.

Sincerely,

/s/ Eugene S. Font                                      /s/ Guillermo Molina
Eugene S. Font                                          Guillermo Molina
Senior Vice President                                   Vice-President
Real Estate Lending                                     Real Estate Lending

================================================================================




                                       8

                                                              Oriole Homes Corp.
                                                  Commitment Letter (Stonecrest)
                                                               November 12, 2002


The terms and conditions of this commitment are hereby agreed upon and accepted
this 27th day of November, 2002.

    ORIOLE HOMES CORP.

    /s/ Joseph Pivinski
    By:  Joseph Pivinski
    Its: Chief Financial Officer






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