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. 5)

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.
6400 Congress Avenue
Suite 2000
Boca Raton, Florida 33487
(561) 274-1235 Levy Acquisition Co.
6400 Congress Avenue
Suite 2000
Boca Raton, Florida 33487
(561) 274-2000, ext. 341 Levy Group
c/o Richard D. Levy
6400 Congress Avenue
Suite 2000
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
Adorno & Yoss, P.A
2601 S. Bayshore Drive
Suite 1600
Miami, FL 33133
(305) 858-5555 Leslie J. Croland, P.A.
Edwards & Angell, LLP
350 East Las Olas Boulevard
Suite 1150
Fort Lauderdale, FL 33301-4215
(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.	o	The filing of a registration statement under the Securities Act of 1933.
c.	o	A tender offer.
d.	o	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: o

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. 5 to the Rule 13e-3 Transaction Statement on Schedule 13E-3 relates to an Amended and Restated Agreement and Plan of Merger, dated as of December 27, 2002 (the “Merger Agreement”), by and between Levy Acquisition Co., a Florida corporation (“Levy Acquisition”), and Oriole Homes Corp., a Florida corporation (“OHC”), pursuant to which Levy Acquisition will merge into OHC (the “Merger”). This Amendment is being filed by: (1) OHC, the issuer of the equity securities that are the subject of the Rule 13e-3 transaction described herein, (2) 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.

     The purpose of this final amendment to the Schedule 13E-3 is to report the results of the Rule 13e-3 transaction pursuant to Rule 13e-3(d)(3) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and to supplement Item 10 hereof with information regarding certain loan transactions entered into by OHC.

     At an annual meeting of the shareholders of OHC held on February 6, 2003 (the “Annual Meeting”), at which a quorum was present, the Merger Agreement and the Merger were approved by (1) approximately 94% of the issued and outstanding shares of OHC Class A Common Stock, par value $0.10 per share, and approximately 90% of the issued and outstanding shares of OHC Class B Common Stock, par value $0.10 per share (collectively, the “Common Stock”), and (2) approximately 64% of the issued and outstanding shares of Common Stock not held by Levy Acquisition and the Levy Group.

     Pursuant to the Merger Agreement, each outstanding share of Common Stock (other than any outstanding share of Common Stock beneficially owned by Levy Acquisition and the Levy Group) was cancelled and converted into the right to receive $4.90 in cash. Shares of Common Stock beneficially owned by Levy Acquisition and the Levy Group were cancelled. As a result of the Merger, OHC is a privately held corporation, 100% of which is beneficially owned by Levy Acquisition and the Levy Group.

     On February 10, 2003, OHC filed a Form 15 with the Securities and Exchange Commission (“SEC”) terminating the registration of its Common Stock under the Exchange Act. The American Stock Exchange delisted the Common Stock at the close of the market on February 10, 2003.

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. On January 29, 2003, a subsidiary of OHC entered into two Mortgage Deed and Security Agreements with Ocean Bank pursuant to the terms of the Commitment Letters from Ocean Bank to OHC executed on November 27, 2002 that are attached to the Schedule 13E-3 as Exhibits 7 and 8, respectively. The total amount loaned under these Mortgage Deed and Security Agreements is $8,761,163. The loans are secured by first mortgages on certain real property located at OHC‘s Stonecrest Development in Summerfield, Florida. The Mortgage Deed and Security Agreements and the Promissory Notes executed in connection with these loan transactions are attached hereto as Exhibits 9 - 13, inclusive.

ITEM 16. EXHIBITS.
REGULATION M-A ITEM 1016

(a)	Definitive Proxy Statement on Schedule 14A filed with the SEC on January 9, 2003, is incorporated herein by reference.
(b)	Mortgage Deed and Security Agreement, dated as of January 29, 2003, by and between Oriole at Stonecrest, Inc. and Ocean Bank, regarding a loan in the principal amount of $1,573,000, is attached hereto as Exhibit 9.
	Mortgage Deed and Security Agreement, dated as of January 29, 2003, by and between Oriole at Stonecrest, Inc. and Ocean Bank, regarding a loan in the principal amount of $7,188,163, is attached hereto as Exhibit 10.
	Promissory Note in the principal amount of $1,573,000, dated January 29, 2003 and executed by Oriole Homes Corp. and Oriole at Stonecrest, Inc. in favor of Ocean Bank, is attached hereto as Exhibit 11.
	Promissory Note (Non-Revolver) in the principal amount of $4,188,163, dated January 29, 2003 and executed by Oriole Homes Corp. and Oriole at Stonecrest, Inc. in favor of Ocean Bank, is attached hereto as Exhibit 12.
	Promissory Note (Revolver) in the principal amount of $3,000,000, dated January 29, 2003 and executed by Oriole Homes Corp. and Oriole at Stonecrest, Inc. in favor of Ocean Bank, is attached hereto as Exhibit 13.
	Commitment Letter from Ocean Bank to Oriole Homes Corp., executed on November 27, 2002, regarding a development and construction loan on 158 developed and 120 undeveloped lots plus proposed improvements in the Stonecrest development in Marion County (Ocala), Florida, attached to the Schedule 13E-3 as Exhibit 7 is incorporated herein by reference.
	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 attached to the Schedule 13E-3 as Exhibit 8 is incorporated herein by reference.
	Future Advance, Consolidation, Modification, and Ratification of Mortgage and Note Agreement, dated as of August 22, 2002, by and between Oriole Homes Corp. and Ocean Bank, attached as Exhibit 10.71 to OHC’s Quarterly Report on Form 10-Q, for the fiscal quarter ended September 30, 2002, filed on November 14, 2002, is incorporated herein by reference.

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(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 27, 2002, by and between Levy Acquisition Co. and Oriole Homes Corp., included as Annex A to Amendment No. 3 to the Proxy Statement 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: February 12, 2003	ORIOLE HOMES CORP.
	By: /s/ Joseph Pivinski
	Joseph Pivinski Chief Financial Officer
	LEVY ACQUISITION CO.
	By: /s/ Richard D. Levy
	Richard D. Levy, President
	On Behalf of the Members of the Levy Group
	By: /s/ Richard D. Levy
	Richard D. Levy
	By: /s/ Harry A. Levy
	Harry A. Levy

5 EX-9 3 g80594a5exv9.txt MORTGAGE DEED AND SECURITY AGREEMENT $1,573,000 EXHIBIT 9 THIS INSTRUMENT PREPARED BY: LUIS A. CONSUEGRA, ESQ. 780 NW 42ND AVENUE MIAMI, FLORIDA 33126 MORTGAGE DEED AND SECURITY AGREEMENT THIS MORTGAGE DEED, executed this 29th day of January, 2003, by and between ORIOLE AT STONECREST, INC., A FLORIDA CORPORATION, hereinafter called the MORTGAGOR, which term as used in every instance shall include the Mortgagor's heirs, executors, administrators, successors, legal representatives and assigns, either voluntary by act of the parties, or involuntary by operation of law, and shall denote the singular and/or plural, and the masculine and/or feminine and natural and/or artificial persons, whenever and wherever the context so requires or admits, party of the first part, in favor of OCEAN BANK, a state banking corporation, its successors and assigns, hereinafter called the BANK, WITNESSETH, that for divers good and valuable considerations, and to secure the payment of that certain promissory note in the amount of ONE MILLION FIVE HUNDRED SEVENTY THREE THOUSAND AND NO/100 DOLLARS ($1,573,000.00), executed by the MORTGAGOR and ORIOLE HOMES CORP., a Florida corporation, hereinafter collectively referred to as BORROWER, as the context so requires, in favor of the BANK (the term PROMISSORY NOTE as hereafter used shall denote the singular, if one Note, or the plural, if more than one Note is secured by this Mortgage), together with interest thereon and all other sums of money secured hereby as hereinafter provided, the MORTGAGOR does grant, bargain, sell, alien, remise, release, convey, and confirm unto the BANK in fee simple, the following described real estate, of which the MORTGAGOR is now seized and possessed, and in actual possession, situate in the County of Marion, State of Florida, to-wit: ---SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF--- THIS IS AN OPEN FIRST MORTGAGE IN THE TOTAL AMOUNT OF $1,573,000.00 GIVEN TO SECURE ANY PRESENT OR FUTURE OBLIGATIONS OF BORROWER. TOGETHER with all structures and improvements now and hereafter on said land, and the fixtures attached thereto; and the easements, riparian and littoral rights and appurtenances thereunto belonging, or in any wise appertaining; and all rents, issues, proceeds and profits accruing and to accrue from said premises; and all gas and electric fixtures, heaters, air conditioning equipment, machinery, boilers, ranges, elevators and motors, plumbing fixtures and hardware, window screens, screen doors, venetian blinds, storm shutters and awnings, pool pumps and motors and all other heating, cooking, refrigerating, plumbing, cooling, ventilating, irrigating and power systems and appliances which are now or may hereafter pertain to or be used with, in or on said premises though they may be either detached or detachable. TOGETHER with all furniture, furnishings, fixtures, and equipment contained in or appurtenant to said premises, or which may hereafter from time to time be placed therein, and any substitution or replacement thereof. TO HAVE AND TO HOLD the same, together with the tenements, hereditaments, and appurtenances, unto the said BANK, in fee simple. AND THE SAID MORTGAGOR does hereby covenant with BANK that said MORTGAGOR is indefeasibly seized with the absolute and fee simple title to said property, and has full power and lawful authority to sell, convey, transfer and mortgage the same; that it shall be lawful at any time hereafter for the BANK to peaceably and quietly enter upon, hold, and occupy said property; that said property is free and discharged from all other and prior liens, assessments, judgements, taxes, and encumbrances; that said MORTGAGOR does hereby warrant the title to said land and will defend the same against the lawful claims of all persons whomsoever. PROVIDED ALWAYS that if the BORROWER shall pay unto the BANK the sum of money aggregating to EIGHT MILLION TWO HUNDRED TWENTY ONE THOUSAND AND NO/100 DOLLARS ($8,221,000.00, evidenced by the PROMISSORY NOTE hereinbefore referred to, as well as any renewals, modifications and extensions thereof, together with all sums secured hereby and shall pay all other sums provided to be paid by this Mortgage, and shall perform, comply with and abide by all the stipulations, agreements, conditions and covenants of said PROMISSORY NOTE, of this Mortgage, and of all the related loan documents delivered to the BANK in connection with the loan secured hereby (collectively the "Loan Documents"), the estate hereby created shall cease and be null and void. AND THE MORTGAGOR AND/OR BORROWER DO HEREBY FURTHER COVENANT AND AGREE AS FOLLOWS: 1) BORROWER shall promptly pay when due, the principal and interest on the indebtedness evidenced by the PROMISSORY NOTE, the principal and interest on any Future Advances secured by this Mortgage, late charges if provided in the PROMISSORY NOTE and any other amounts due to the BANK by reason of any payment made in order to protect the BANK'S interest under the PROMISSORY NOTE and this Mortgage. 2) To pay all and singular the taxes, insurance, assessments, levies, liabilities, obligations, and encumbrances of every nature on said described property, each and every one when due and payable according to law, before they become delinquent and if the same shall not be promptly paid, the BANK, at its option and without obligation to do so, may pay the same without waiving or affecting the option to foreclose, or any rights hereunder and every payment so made shall bear interest from the date thereof at the maximum default rate as provided in the PROMISSORY NOTE secured hereby. The MORTGAGOR shall deliver to the BANK receipts evidencing the payment of said taxes, assessments, levies, etc., immediately upon the payment thereof as required under this Paragraph. Any such amounts paid by the BANK pursuant to this paragraph shall be secured by this mortgage. 3) To keep the buildings now or hereafter on said land and the fixtures and personal property therein contained insured with a company or companies approved by the BANK, against loss by fire, windstorm, and such other casualties, for such period and for not less that such amount as BANK may require, but in no event less that the outstanding principal sum of the PROMISSORY NOTE or the full insurable value of the improvements, and to pay promptly when due all premiums for such insurance. MORTGAGOR agrees to deliver renewal or replacement policies of any nature or replacement certificates of insurance to the BANK, at least ten (10) days prior to the expiration or anniversary date of the existing policies. The amounts of insurance required by the BANK shall be the minimum amounts for which said insurance shall be written and it shall be incumbent upon the MORTGAGOR to 2 maintain such additional insurances as may be necessary to meet and comply fully with all co-insurance requirements contained in said policies to the end that MORTGAGOR is not a co-insuror thereunder. The policy or policies shall be held by and be payable to said BANK, and the BANK shall have the option, if destruction is over 50% of the value of the improvements, excluding the land, to receive and apply said payment on account of the indebtedness hereby secured rather than to permit the MORTGAGOR to receive or use it, or any part thereof, for any purposes without thereby waiving or impairing the equity, lien or right under and by virtue of this Mortgage, and may place and pay such insurance or any part thereof without waiving or affecting the option to foreclose or any right hereunder, and each such payment shall bear interest at the maximum default rate as provided in the PROMISSORY NOTE secured hereby. 4) To permit, commit, or suffer no waste, impairment, abandonment, or deterioration of said property, or any part thereof, and upon the failure of the MORTGAGOR to keep the buildings and/or the personal property located on the mortgaged premises in good condition or repair, the BANK may demand the immediate repair of said property, or the immediate repayment of the debt hereby secured, and the failure of the MORTGAGOR to comply with said demand of the BANK for a period of thirty (30) days, shall constitute a default of this Mortgage, and at the option of the BANK, it may immediately mature the entire amount of principal and interest hereby secured, and the BANK, immediately and without notice, may institute proceedings to foreclose this Mortgage and apply for the appointment of a receiver, as hereinafter provided. 5) To perform, comply with and abide by all the stipulations, agreements, conditions, and covenants set forth in the PROMISSORY NOTE secured hereby and this Mortgage. 6) To pay all and singular the costs, fees, charges, and expenses of every kind, including the cost of an abstract of title to said lands found to be necessary or expedient in connection with any suit for the foreclosure of this Mortgage, and also including, whether the BANK is obligated to pay same or not, reasonable attorney's fees incurred or expended at any time by the BANK because of the failure of the MORTGAGOR to perform, comply with, and abide by all or any of the covenants, conditions, and stipulations of said PROMISSORY NOTE, or this Mortgage, in the foreclosure of this Mortgage, or in collecting the amount secured hereby with or without legal proceedings, or in enforcing the terms, conditions, and covenants of this Mortgage with or without legal proceedings, and to reimburse the BANK for every payment made or incurred for any such purpose with interest from date of every such payment at the maximum default rate as provided in the PROMISSORY NOTE secured hereby; such payments and obligations, with interest thereon as aforesaid, shall be secured by the lien hereof. 7) To comply with all federal, state, and local laws, rules and regulations, subdivision restrictions and the municipal zoning ordinances applicable to mortgaged property, now in effect or in the future; not to erect or permit to be erected any new buildings on the premises herein mortgaged or to add to or permit to be added to, make or permit to be made, any material structural alterations to any of the existing improvements thereon without the written consent of the BANK, and in the event of any violation or attempt to violate these stipulations, or any of them, and THE MORTGAGOR has not cured such violation within thirty (30) days written notice of same from THE BANK, this Mortgage and all sums secured hereby shall immediately become due and payable at the option of the BANK. MORTGAGOR, BORROWER, AND BANK FURTHER AGREE TO THE FOLLOWING: 3 8) If any of the sums of money herein referred to are not promptly and fully paid within ten (10) days written notice after the same becomes due and payable, or if any of the other stipulations, agreements, conditions, and covenants contained in the PROMISSORY NOTE and this Mortgage, or either, are not fully performed, complied with and abided by after thirty (30) days written notice, same shall be considered a default of this Mortgage and the PROMISSORY NOTE, and the aggregate sum set forth in the PROMISSORY NOTE then remaining unpaid, with interest accrued to that time and unpaid, and all monies secured hereby, shall become due and payable forthwith, or thereafter, at the option of the BANK, as fully and completely as if all the said sums of money were originally stipulated to be paid on such day, anything in the PROMISSORY NOTE or in this Mortgage to the contrary notwithstanding; and thereupon or thereafter, at the option of the BANK, without notice or demand, suit at law or in equity may be prosecuted as if all monies secured hereby had matured prior to its institution. 9) In the event the BORROWER fails to pay any charges or obligations required to be paid by BORROWER hereunder, within the time set forth for such payment, the BANK shall have the right to pay such charge or obligation without waiving or affecting the option of the BANK to consider this mortgage in default. Every such payment so made shall bear interest at the maximum default rate as provided in the PROMISSORY NOTE secured hereby, and every such payment shall be deemed additional monies owed by the MORTGAGOR AND/OR BORROWER to BANK, shall be payable on demand of the BANK therefore and shall be secured by the lien of this Mortgage. 10) In the event of a default in any of the terms of this Mortgage and/or the filing of a Complaint to foreclose this or any other mortgage encumbering the within described property, the BANK shall be entitled to apply at any time without notice, pending such foreclosure suit, to the Court having jurisdiction thereof for the appointment of a receiver of all and singular the mortgaged property, and of all the rents, incomes, profits, issues and revenues thereof, from whatsoever source derived; and thereupon it is hereby expressly covenanted and agreed that the Court shall forthwith appoint a receiver of said mortgaged property, all and singular, and of such rents, incomes, profits, issues and revenues thereof, from whatsoever source derived, with the usual powers and duties of receivers in like cases; and such appointment shall be made by such Court as a matter of strict right to the BANK, and without reference to the adequacy or inadequacy of the value of the property hereby mortgaged, or to the solvency or the insolvency of the MORTGAGOR AND/OR BORROWER, and that such rents, profits, incomes, issues, and revenues shall be applied by such receiver to the payment of the mortgage indebtedness, costs, and charges, according to the order of such court. 11) Notwithstanding the provisions of paragraph 10 hereof, all of the rents, deposits, revenues and profits arising out of the operation of the mortgaged property are, by the terms hereof, assigned to the BANK as further security for the payment of the indebtedness secured hereby, and no other instrument or documents need to be executed by the MORTGAGOR to effect such assignment. Any subsequent assignment of the rents, deposits, revenues, and profits of the mortgaged property, or any part thereof, shall at all times be inferior and subordinate to the assignment granted hereby and to the rights of the MORTGAGE hereunder. This assignment shall continue in effect until the indebtedness secured by this Mortgage is paid in full. 12) Except in the ordinary course of business and the payment to BANK of the applicable release prices, if all or any part of the property or an interest therein is sold, transferred, encumbered, or if there is a change in ownership of the mortgaged premises or of any property encumbered by this mortgage, or in the management, use and operation of the mortgaged premises or if there is a transfer or change of ownership of the property without BANK'S prior written consent, BANK may, at BANK'S option, declare 4 all the sums secured by this Mortgage to be immediately due and payable. BANK shall have waived such option to accelerate if, prior to the sale, transfer, encumbrance, or change of ownership, BANK and the person to whom the property is to be sold, encumbered, or transferred reach agreement in writing that the credit of such person is satisfactory to BANK and that the interest payable on the sums secured by this Mortgage shall be at such rate as BANK shall request. 13) In the event the ownership of the mortgaged premises, or any part thereof, becomes vested in a person or entity other than the MORTGAGOR, the BANK may, without notice to the MORTGAGOR, deal with such successor or successors in interest with reference to this Mortgage and the debt hereby secured, in the same manner as with the MORTGAGOR, without in any way vitiating or discharging the MORTGAGOR'S liability hereunder or upon the debt hereby secured. No sale of the premises hereby mortgaged and no forbearance on the part of the BANK, and no extension of the time for the payment of the debt hereby secured given by the BANK, shall operate to release, discharge, modify, change, or affect the original liability of the MORTGAGOR herein, either in whole or in part. 14) Time is of the essence and no waiver of any obligation hereunder, or of the obligation secured hereby, shall at any time hereafter be held to be a waiver of the terms hereof or of the NOTE secured hereby. 15) If foreclosure proceedings are instituted on any mortgage inferior to this Mortgage or if any foreclosure proceeding is instituted on any lien of any kind, the BANK may at its option immediately or thereafter declare this Mortgage and the indebtedness secured hereby, due and payable. If there is any mortgage superior to this Mortgage, then failure to pay said mortgage when due and in accordance with its terms or failure to abide by the terms at its option, may immediately or thereafter declare this Mortgage and the indebtedness hereby secured, due, and payable. Any modification of any mortgage superior to this Mortgage or waiver of any principal or interest payments on any note or mortgage superior to this Mortgage, including but not limited to the granting and acceptance of future advances pursuant thereto, shall be deemed a breach of the terms and covenants of this Mortgage and the BANK hereof may at its option declare this Mortgage and the indebtedness secured hereby due and payable. 16) To the extent of the indebtedness of the MORTGAGOR to the BANK described herein or secured hereby, the BANK is hereby subrogated to the lien or liens and to the rights of the owners and holders thereof of each and every mortgage, lien, or other encumbrance on the land described herein which is paid and/or satisfied, in whole or in part, out of the proceeds of the loan described herein or secured hereby, and the respective liens of said mortgages, liens, or other encumbrances, shall be and the same and each of them is hereby preserved and shall pass to and be held by the BANK herein as security for the indebtedness to the BANK herein described or hereby secured, to the same extent that it would have been preserved and could have passed to and been held by the BANK had it been duly and regularly assigned, transferred, set over, and delivered unto the BANK by separate instrument of assignment, notwithstanding the fact that the same may be satisfied and canceled of record, it being the intention of the parties hereto that the same will be satisfied and canceled of record by the holders thereof at or about the time of the recording of this Mortgage. 17) In order to accelerate the maturity of the indebtedness hereby secured because of the failure of the MORTGAGOR to pay any tax assessment, liability, obligation, or encumbrance upon said property as herein provided, it shall not be necessary nor requisite that the BANK shall first pay the same. 18) The mailing of a written notice of demand, addressed to the owner of record of the mortgaged premises, directed to the said owner at the last address actually furnished to the BANK, and mailed by United States Certified Mail, 5 Return Receipt Requested, shall be sufficient notice and demand in any case arising under this instrument and required by the provisions hereof or by law. Notice to BANK if required hereunder, shall be deemed properly given when forwarded by Certified Mail, Return Receipt Requested, with sufficient postage affixed thereto and addressed to BANK at 780 NW 42nd Avenue, Miami, Florida. 19) The Abstract of Title covering the mortgaged property shall belong to and remain in the possession of the BANK during the lien of this Mortgage, and in the event of the foreclosure of this Mortgage or other transfer of title of the mortgaged property in extinguishment of the indebtedness secured hereby, all right, title and interest of the MORTGAGOR in and to any such Abstract of Title shall pass to the purchaser or grantee. 20) If the validity or lien of this Mortgage or the PROMISSORY NOTE secured hereby be contested by litigation or otherwise, of if any action or proceeding shall be commenced in which the BANK is made a party, the MORTGAGOR agrees to defend BANK with the BANK'S Consent or otherwise pay to the BANK the cost of defending same, including a reasonable attorney's fee and attorneys' fees on appeal, together with interest at the maximum default rate as provided in the PROMISSORY NOTE secured hereby. 21) MORTGAGOR does hereby agree to, protect, indemnify, defend and hold THE BANK and its directors, officers, agents, employees and attorneys harmless from and against any and all liability, loss, expense or damage of any kind or nature, including, without limitation, any liability or loss that may arise by reason of an incorrect legal description of the Property (Land), and from any suits, proceedings, claims, demands or damages (including attorneys' fees and expenses paid or incurred in connection therewith) arising out of any event of default of MORTGAGOR in connection with THE NOTE, this Mortgage, the other Loan Documents or the Mortgaged Property. This indemnification shall survive the full payment and performance of the obligations. 22) In the event that MORTGAGOR shall: (1) consent to the appointment of a receiver, trustee, or liquidator of all or a substantial part of MORTGAGOR'S assets, or (2) be adjudicated at bankruptcy, or admit in writing its inability to pay its debts as they become due, or (3) make a general assignment for the benefit of creditors, or (4) file a petition or answer seeking reorganization or arrangement with creditors, or to take advantage of any insolvency law, or (5) file an answer admitting the material allegations of a petition filed against the MORTGAGOR in any bankruptcy, reorganization or insolvency proceedings, or (6) action shall be taken by the MORTGAGOR for the purpose of effecting any of the foregoing, or (7) any order, judgment, or decree shall be entered upon an application of a creditor of MORTGAGOR by a court of competent jurisdiction approving a Petition seeking appointment of a receiver or trustee of all or a substantial part of the MORTGAGOR'S assets and such order, judgment, or decree shall continue unstayed and in effect for any period of thirty (30) consecutive days, the BANK may declare the PROMISSORY NOTE hereby secured forthwith due and payable, whereupon the principal of and the interest accrued on the PROMISSORY NOTE and all other sums hereby secured shall become forthwith due and payable as if all of the said sums of money were originally stipulated to be paid on such day; and thereupon the BANK without notice or demand may prosecute a suit at law and/or in equity as if all monies secured hereby had matured prior to its institution. 23) The BANK may at any time, without notice to any person, grant to the MORTGAGOR any modification of any kind or nature whatsoever, release any person liable for payment of any indebtedness secured hereby, or allow any change or changes, substitution or substitutions of any of the property described in this Mortgage or any other collateral which may be held by the BANK without in any manner affecting the liability of the MORTGAGOR, of any endorsers, and/or guarantors of the indebtedness hereby secured or any 6 other person for the payment of said indebtedness, together with interest and any other sums which may be due and payable to the BANK, and also without in any manner affecting or impairing the lien of this Mortgage upon the remainder of the property and other collateral which is not changed or substituted; and it is also understood and agreed that the BANK may at any time, without notice to any person, release any portion of the property described in this Mortgage or any other collateral, or any portion of any other collateral which may be held as security for the payment of the indebtedness hereby secured, either with or without any consideration for such release or releases, without in any manner affecting the liability of the MORTGAGOR, the endorsers, and/or guarantors, and all other persons who are or shall be liable for the payment of said indebtedness, and without affecting, disturbing or impairing in any manner whatsoever the validity and priority of the lien of this Mortgage or the full amount of the indebtedness remaining unpaid, together with all interest and advances which shall become payable, upon the entire remainder of the mortgaged property which is unreleased, and without in any manner affecting or impairing to any extent whatsoever any and all other collateral security which may be held by the BANK. It is distinctly understood and agreed by the MORTGAGOR and the BANK that any release or releases may be made by the BANK without the consent or approval of any other person or persons whomsoever. 24) Any agreement hereafter made by MORTGAGOR and BANK pursuant to this Mortgage shall be superior to the rights of the holder of any intervening lien or encumbrance. 25) In the event the premises hereby mortgaged, or any part thereof, shall be condemned and taken under the power of eminent domain, the BANK shall have the right to demand that all damages awarded for the taking of or damages to said premises shall be paid to the BANK, its successors or assigns, up to the amount then unpaid on this Mortgage, and may be applied against the payment or payments last payable thereon. 26) The MORTGAGOR will keep adequate records and books of account in accordance with generally accepted accounting principles and will permit the BANK, by its agents, accountants and attorneys, to visit and inspect the premises and examine the records and books of account of MORTGAGOR and to discuss the affairs, finances and accounts with MORTGAGOR at such reasonable times as may be requested by the BANK. 27) The MORTGAGOR will, at the cost of the MORTGAGOR, and without expense to the BANK, do, execute, acknowledge, and deliver all and every such further acts, deeds, conveyances, mortgages, assignments, notices of assignments, transfers, and assurances as the BANK shall from time to time require, for the better assuring, conveying, assigning, transferring and confirming unto the BANK the property and rights hereby conveyed or assigned or intended now or hereafter so to be, or which the MORTGAGOR may be or may hereafter become bound to convey or assign to the BANK, or for carrying out the intention or facilitating the performance of the terms of this Mortgage and/or any other loan documents, or for filing, registering, or recording this Mortgage and/or any other loan documents, and, on demand, will execute and deliver, and hereby authorizes the BANK to execute in the name of the MORTGAGOR to the extent it may lawfully do so, one or more financing statements, chattel mortgages or comparable security instruments, to evidence more effectively the lien hereof upon the mixed or personal property. 28) The MORTGAGOR forthwith upon the execution and delivery of this Mortgage and thereafter from time to time, will: a) cause this Mortgage, and any security instrument creating a lien or evidencing the lien hereof upon the real and/or personal property and each instrument of further assurance to be filed, registered or recorded in such manner and in such places as may be required by any present or future law in order to publish notice of and to fully 7 protect the lien and interest of the BANK in the mortgaged property; and b) pay all filing, registration, or recording fees, and all expenses incident to the preparation, execution, and acknowledgment of this Mortgage, any mortgage supplemental hereto, any security instrument with respect to the chattels, and any instrument of further assurance, and all federal, state, county municipal stamp taxes and other taxes, duties, imposts, assessments, and charges arising out of or in connection with the execution and delivery of the PROMISSORY NOTE, this Mortgage, any mortgage supplemental hereto, any security instrument with respect to the chattels, or any instrument of further assurance. 29) The MORTGAGOR will pay, from time to time when the same shall become due, all claims and demands of mechanics, materialmen, laborers, and others which, if unpaid, might result in, or permit the creation of, a lien on the mortgaged property, whether paramount or subordinate to this Mortgage, or any part thereof, or on the revenues, rents, issues, income and profits arising therefrom, and in general will do or cause to be done everything necessary so that the lien of this Mortgage shall be fully preserved, at the cost of the MORTGAGOR, without expense to the BANK. The claims of mechanics, materialmen and/or laborers which may give rise to mechanics' liens shall be released, discharged or bonded by MORTGAGOR with a cash or surety bond in the amount required by law for the bonding of mechanics' liens within thirty (30) days of the recording of the claim of lien. 30) The MORTGAGOR shall, within five (5) days after written demand by the BANK, execute in such form as shall be required by the BANK, an estoppel certificate and waiver of defenses duly acknowledged, setting forth the amount of principal and interest unpaid under the PROMISSORY NOTE and the general status of this Mortgage. 31) This Mortgage shall constitute a security agreement under the Uniform Commercial Code as it presently exists and may hereafter exist in the State of Florida. The MORTGAGOR hereby gives and grants unto the BANK a security interest in and to the furniture, fixtures, essential equipment, inventory, licenses, permits and contract rights necessary and normally used in the operation of the mortgaged premises. MORTGAGOR further agree to execute and deliver to the BANK, simultaneously with the execution and delivery of this Mortgage, or at any other time at the request of BANK, any and all Uniform Commercial Code Financing Statements reasonably required by the BANK to effect the purposes and intent of this paragraph. 32) If this Mortgage and the PROMISSORY NOTE secured hereby be modified, extended, renewed, or in any other manner altered at the request of MORTGAGOR or any other party obligated hereunder or under the PROMISSORY NOTE secured hereby or upon agreement with the BANK, MORTGAGOR shall pay to the BANK any and all costs of such modification, extension or renewal, including but not limited to title review, Uniform Commercial code review, additional cost of recording, and such attorneys' fees as may be incurred by the BANK for such modification, extension, or renewal. 33) In the event any one or more of the provisions contained in this MORTGAGE or in the PROMISSORY NOTE or in any other loan document shall for any reason be held to be inapplicable, invalid, illegal or unenforceable in any respect, such inapplicability, invalidity, illegality, or unenforceability shall, at the option of the BANK, not affect any other provision of this Mortgage, but this Mortgage shall be construed as if such inapplicable, invalid, illegal, or unenforceable provision had never been contained herein or therein. 8 34) All of the grants, covenants, terms, provisions, and conditions herein shall run with the land and shall apply to, bind and inure to the benefit of, the successors and assigns of the MORTGAGOR and the successors and assigns of the BANK. 35) This Mortgage or any of the terms hereunder cannot be modified orally. 36) This Mortgage shall be governed by the laws of the State of Florida. 37) Any sum or sums which may be loaned or advanced by the BANK to the MORTGAGOR at any time during the term of this Mortgage or of the PROMISSORY NOTE secured hereby but within the time limit authorized by Florida law for making valid future advances, together with interest thereon at the rate agreed upon at the time of such loan or advance, shall be equally secured with and have the same priority as the original indebtedness and be subject to all the terms and provisions of this Mortgage; provided, that the then aggregate amount of principal outstanding shall not exceed twenty times the original principal sum secured hereby. 38) It is the intent hereof to secure payment of the NOTE and obligation secured hereby whether the entire amount shall have been advanced to the MORTGAGOR on the date hereof, or at a later date, and to secure any other amount or amounts that may be added to the mortgage indebtedness under the terms of this instrument, or advanced in the future. The total amount of indebtedness secured hereby may decrease or increase from time to time but the total unpaid balance so secured at any one time shall not exceed twenty times the original principal sum secured hereby together with interest accrued thereon and any disbursements made for the payment of taxes, levies, insurance premiums or advances made by the BANK as herein elsewhere provided for the protection of the property covered by the lien of this Mortgage, with interest thereupon; and this Mortgage shall secure any and all additional or further monies which may be advanced by the BANK, which future advances of money, if made, shall be evidenced by a NOTE or NOTE executed by the MORTGAGOR to the BANK bearing such rate of interest and with such maturities as shall be determined from time to time, but any and all such future advances secured by this Mortgage shall be made within the time limit authorized by Florida law for making valid future advances. Nothing herein contained shall be deemed an obligation on the part of the BANK to make any future advances. 39) If at any time the State of Florida shall determine that the documentary stamps affixed to the NOTE or hereto or the taxes paid on this Mortgage are insufficient and that additional stamps or taxes should thereafter be affixed or paid, the MORTGAGOR shall pay for the same, together with any interest or penalties imposed in connection with such determination, and the amount of money needed to pay for such stamps or taxes and penalties shall, until such stamps are purchased and affixed and such taxes and penalties paid, be a portion of the indebtedness secured by this Mortgage and bear interest from the date of such determination at the maximum default rate as provided in the PROMISSORY NOTE secured hereby. 40) Any payment made in accordance with the terms of this Mortgage by any person at any time liable for the payment of the whole or any part of the sums now or hereafter secured by this Mortgage, or by any subsequent owner of the premises, or by any other person whose interest in the premises might be prejudiced in the event of a failure to make such payment, or by any stockholder, officer, or director of a corporation which at any time may be liable for such payment or may own or have such an interest in the premises, shall be deemed, as between the BANK and all persons who at any time may be liable as aforesaid, or may own the premises, to have been made on behalf of all such persons. 41) Acceptance by the BANK of any payment which is less than full payment of all amounts due and payable at the time of such payment, even if made by one other than the obligor, shall not constitute a waiver of the 9 MORTGAGEE'S right to exercise its option to declare the whole of the principal sum then remaining unpaid, together with all accrued interest thereon, immediately due and payable without notice, or any other rights of the BANK except as to the extent otherwise provided by law. 42) The rights of the BANK arising hereunder or allowed or permitted to the BANK by law, shall be separate, distinct and cumulative, and the selection of one remedy shall not preclude the selection of another or other remedies until the BANK shall have recovered all sums due it, together with the appropriate interest thereon, and all costs of collections, including attorney's fees and appellate attorney's fees. 43) Wherever used in this Mortgage, unless the context clearly indicates a contrary intent or unless otherwise specifically provided herein, the word "MORTGAGOR" shall mean "Mortgagor and/or any subsequent owner or owners of the premises"; the word "BANK" shall mean "OCEAN BANK or any subsequent holder or holders of this Mortgage"; the word "PROMISSORY NOTE" shall mean "NOTE of even date herewith secured by this Mortgage, and any additional NOTE hereafter to be issued, secured by this Mortgage pursuant to the future advance provision hereof"; the word "person" shall mean "an individual, corporation, partnership or unincorporated association, joint stock corporation and joint venture", and pronouns of any gender shall include the other genders, and either the singular or the plural shall include the other. If the MORTGAGOR consists of more than one person, the obligations and liabilities of each such person hereunder shall be joint and several. 44) If at any time any of the buildings or the improvements or the equipment now or hereafter located on or in the premises be unprotected or unguarded, or the premises be allowed to remain vacant or deserted for more than seven (7) days after notice from BANK to MORTGAGOR, the BANK may, at its option, employ watchmen for the premises and expend any monies deemed by it necessary to protect the premises and the building and improvements thereon and the personal property therein from waste, vandalism and other hazards, depredation or injury, and the amount of any monies expended for such purposes with interest at the maximum default rate as provided in the PROMISSORY NOTE secured hereby, and payment of sums so expended shall be due and payable by MORTGAGOR to the BANK on demand and be added to the indebtedness and be secured by this Mortgage. 45) MORTGAGOR represents, warrants, covenants and agrees to perform all of the obligations to be performed by MORTGAGOR under this Mortgage, the PROMISSORY NOTE secured hereby and any other instrument evidencing and/or securing the indebtedness secured hereby. 46) THE MORTGAGOR hereby agrees that he will not obtain any secondary financing on the mortgaged property which secures the loan from THE BANK to THE MORTGAGOR, or otherwise encumber said property without the prior written consent of THE BANK. 47) TAX AND INSURANCE ESCROW: If this Mortgage or the PROMISSORY NOTE secured hereby are in default, and, if required by THE BANK, MORTGAGOR shall pay to THE BANK on the payment due date of each payment as provided in THE NOTE, any assessments or charges imposed upon the Mortgaged Property or any part thereof by any party, whether public or private, (hereinafter referred to as "Impositions") together with and in addition to such payments, a payment representing the amount of the Impositions and insurance premiums for such insurance as is required by THE BANK, next due on the Mortgaged Property in an amount sufficient, as estimated by THE BANK, to accumulate the sum required to pay such Impositions and insurance, as applicable, thirty (30) days prior to the due date thereof. Amounts held hereunder shall not be, nor be deemed to be, trust funds, but may be commingled with the general funds of THE BANK, and no interest shall be payable with respect thereto. 10 Upon demand of THE BANK, MORTGAGOR shall deliver to THE BANK within ten (l0) days after such demand, such additional money as is necessary to make up any deficiencies in amounts necessary to enable THE BANK to pay such Impositions and insurance premiums when due. In case of an even of default, THE BANK may apply any amount under this section remaining to MORTGAGOR'S credit to the reduction of THE NOTE, at such times and in such manner as THE BANK shall determine. 48) ENVIRONMENTAL CONDITION OF PREMISES: Environmental Condition of Property. MORTGAGOR hereby warrants and represents to THE BANK after thorough investigation that: a) the Premises are now and at all times hereafter will continue to be in full compliance with all Federal, State and local environmental laws and regulations, including but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of l980 (CERCLA), Public Law No. 96-5l0, 94 Stat. 2767, and the Superfund Amendments and Reauthorization Act of l986 (SARA), Public Law No. 99-499, 100 Stat. l6l3; and b) as of the date hereof there are, to its knowledge after investigation, no hazardous materials, substances, waste or other environmentally regulated substances (including without limitations, any materials containing asbestos) located on, in or under the Premises or used in connection therewith, or c) MORTGAGOR has fully disclosed to THE BANK in writing the existence, extent and nature of any such hazardous material, substance, waste or other environmentally regulated substance, currently present or which MORTGAGOR is legally authorized and empowered to maintain on, in or under the Premises or use in connection therewith, MORTGAGOR has obtained and will maintain all licenses, permits and approvals required with respect thereto, and is and will remain in full compliance with all of the terms, conditions, and requirements of such licenses, permits and approvals. MORTGAGOR further warrants and represents that it will promptly notify THE BANK of any change in the environmental, condition of the Premises or in the nature or extent of any hazardous materials, substances or wastes maintained on, in or under the Premises or used in connection therewith, and will transmit to THE BANK copies of any citations, orders, notices or other material governmental or other communication received with respect to any other hazardous materials, substances, waste, or other environmentally regulated substance affecting the Premises. MORTGAGOR hereby indemnifies and holds harmless THE BANK from and against any and all damages, penalties, fines, claims, suits, liabilities, costs judgments and expenses (including attorneys', consultant's or expert's fees) of every kind and nature incurred, suffered by or asserted against THE BANK as a direct or indirect result of: a) MORTGAGOR any warranty or representation made by MORTGAGOR in this paragraph being or becoming false or untrue in any material respect or b) any requirement under the law, regulation or ordinance, local, state or federal, regarding the removal or elimination of any hazardous materials, substances, waste or other environmentally regulated substances. MORTGAGOR'S obligations hereunder shall not be limited to any extent by the term of THE NOTE, and, as to any act or occurrence prior to payment in full and satisfaction of said NOTE which gives rise to liability hereunder, shall continue, survive and remain in full force and effect notwithstanding foreclosure of this Mortgage, where THE BANK is the purchaser at the foreclosure sale, or delivery of a deed in lieu of foreclosure to THE BANK. 11 49) Upon improvement of the property and sale of the individual units and/or lots, MORTGAGOR will be entitled to partial releases from the lien of this Mortgage, provided that the Mortgage is in good standing and free from default, upon the payment to the BANK of the amounts as specified in the Partial Release Agreement between BANK and MORTGAGOR herein IT IS FURTHER RECOGNIZED THAT IN THE EVENT THE MORTGAGOR REQUESTS THE BANK TO ISSUE STAND-BY LETTER/S OF CREDIT GUARANTEEING A BENEFICIARY THAT FUNDS WILL BE AVAILABLE TO COMPLETE CERTAIN WORK OBLIGATIONS REQUIRED TO BE PERFORMED BY THE MORTGAGOR, THE STAND-BY LETTER/S OF CREDIT WILL BE SECURED BY THIS MORTGAGE. 50) Mortgagor agrees it will fully perform, comply with and abide by each and every one of the terms, covenants and agreements contained and set forth in the certain Mortgage Loan Commitment by and between the parties hereto, dated November 12, 2002, accepted November 27, 2002, together with any further modifications or amendments thereof, relating to this Mortgage loan, executed copies of which are in the possession of the Mortgagor and Mortgagee. Any default under or breach by Mortgagor of said Mortgage Loan Commitment and amendments thereto, if any, or other loan documents shall, at the option of the Mortgagee, be an Event of Default under the terms of this Mortgage. 51) In order to induce the BANK to make the loan, MORTGAGOR represents and warrants that: (a) except as previously or concurrently disclosed in writing to the BANK, there are no actions, suits or proceedings pending or threatened against or affecting any Mortgagor or any portion of the premises, or involving the validity or enforceability of this Mortgage or the priority of its lien, before any court of law or equity or any tribunal, administrative board or governmental authority, and no Mortgagor is in default under any other indebtedness or with respect to any order, writ, injunction, decree, judgment or demand of any court or any governmental authority; (b) the execution and delivery of the NOTE, this Mortgage and all other Loan Documents do not and shall not (i) violate any provisions of any law, rule, regulation, order, writ, judgment, injunction, decree, determination, or award applicable to any Mortgagor, nor (ii) result in a breach of, or constitute a default under any indenture, bond, mortgage, lease, instrument, credit agreement, undertaking, contract or other agreement to which any Mortgagor is a party or by which any of them or their respective properties may be bound or affected; (c) the NOTE, this Mortgage and all other Loan Documents constitute valid and binding obligations of the Mortgagor executing the same, enforceable against such Mortgagor in accordance with their respective terms; (d) all financial statements of the Mortgagors previously delivered to the BANK have been prepared in accordance with generally accepted accounting principles consistently applied and fairly present the correct respective financial conditions of the Mortgagor as of their respective dates, and the foregoing shall be true with respect to all financial statements of the Mortgagor delivered to Mortgagee hereafter; (e) there is no fact that the Mortgagor have not disclosed to the BANK in writing that could materially adversely affect their respective properties, businesses or financial conditions or the premises, or any other collateral for the Loan; (f) the Mortgagor have duly obtained all permits, licenses, approvals and consents from, and made all filings with ,any governmental authority (and the same have not lapsed nor been rescinded or revoked) which are necessary in connection with the execution or delivery or enforcement of this Mortgage or any other Loan Document or the performance of any Mortgagor's obligations thereunder; (g) the proceeds of the Loan are not being used to purchase or carry any "margin stock" within the meaning of the Regulation "U" of the Board of Governors of the Federal Reserve System, nor to extend credit to others for that purpose; and (h) each extension of credit secured by this Mortgage is exempt from the provisions of the Federal Consumers Credit Protection Act 12 (Truth-in-Lending Act) and Regulation "Z" of the Board of Governors of the Federal Reserve System, because Mortgagor is a person fully excluded therefrom, and/or because said extension of credit is only for business or commercial purposes of Mortgagor and is not being used for personal, family, household or agricultural purposes. Mortgagor acknowledges and agrees that the BANK is relying on the representations and warranties in this Mortgage and all other Loan Documents as a precondition to making the Loan, and that all such representations and warranties shall survive the closing of the Loan and any bankruptcy proceedings. 52) THE BANK AND THE MORTGAGOR SPECIFICALLY AGREE THAT THEY WAIVE ALL RIGHTS TO RELY ON OR ENFORCE ANY ORAL STATEMENTS MADE PRIOR TO OR SUBSEQUENT TO THE SIGNING OF THIS DOCUMENT. 53) THE BANK AND THE MORTGAGOR HEREBY KNOWINGLY, VOLUNTARILY AND INTELLIGENTLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS DOCUMENT, AND/OR ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, AND/OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY MADE BEFORE, DURING, OR AFTER THE EXECUTION OF THIS DOCUMENT. THIS WAIVER APPLIES IN THE EVENT ANY OTHER PARTIES INSTITUTE, JOIN, OR DEFEND ANY LITIGATION. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE BANK EXTENDING CREDIT TO BORROWER. IT IS EXPRESSLY AGREED THAT NO PARTY OR ENTITY HAS REPRESENTED THAT THIS WAIVER WILL NOT BE ENFORCED. 54) VENUE AND JURISDICTION SHALL BE IN MARION COUNTY, FLORIDA, FOR ANY AFFIRMATIVE OR DEFENSIVE LEGAL PROCEEDINGS IN CONNECTION WITH THIS DOCUMENT AND/OR ANY OTHER DOCUMENT SIGNED BY THE MORTGAGOR IN FAVOR OF THE BANK. IN WITNESS WHEREOF, the MORTGAGOR has, on the day and year first above written, executed these presents. Signed, sealed, and deliver ORIOLE AT STONECREST, INC., in the presence of: a Florida corporation. 6400 Congress Avenue, #2000 Boca Raton, FL 33487-2850 /s/ SUSAN V. SPRAGG BY: /s/ MARK A. LEVY - -------------------------- ------------------------------- Susan V. Spragg MARK A. LEVY, PRESIDENT /s/ JEANNETTE CALDERONE ATTEST: /s/ JOSEPH PIVINSKI - -------------------------- --------------------------- Jeannette Calderone JOSEPH PIVINSKI, ASST. SECRETARY 13 STATE OF FLORIDA } } ss: COUNTY OF PALM BEACH } THE FOREGOING instrument was acknowledged before me this 29th day of January, 2003, by MARK A. LEVY AND JOSEPH PIVINSKI, as President and Asst. Secretary, respectively, of ORIOLE AT STONECREST, INC., a Florida corporation, on behalf of the corporation. They have produced Florida drivers' licenses as identification. /s/ MARLENE DIAZ ------------------------------ NOTARY PUBLIC, STATE OF FLORIDA Print Name: MARLENE DIAZ My Commission Expires: ------------------- August 26, 2005 14 EX-10 4 g80594a5exv10.txt MORTGAGE DEED AND SECURITY AGREEMENT $7,188,163 EXHIBIT 10 THIS INSTRUMENT PREPARED BY: LUIS A. CONSUEGRA, ESQ. 780 NW 42ND AVENUE MIAMI, FLORIDA 33126 MORTGAGE DEED AND SECURITY AGREEMENT THIS MORTGAGE DEED, executed this 29th day of January, 2003, by and between ORIOLE AT STONECREST, INC., A FLORIDA CORPORATION, hereinafter called the MORTGAGOR, which term as used in every instance shall include the Mortgagor's heirs, executors, administrators, successors, legal representatives and assigns, either voluntary by act of the parties, or involuntary by operation of law, and shall denote the singular and/or plural, and the masculine and/or feminine and natural and/or artificial persons, whenever and wherever the context so requires or admits, party of the first part, in favor of OCEAN BANK, a state banking corporation, its successors and assigns, hereinafter called the BANK, WITNESSETH, that for divers good and valuable considerations, and to secure the payment of those certain promissory notes in the total amount of SEVEN MILLION ONE HUNDRED EIGHTY EIGHT THOUSAND ONE HUNDRED SIXTY THREE AND NO/100 DOLLARS ($7,188,163.00), executed by the MORTGAGOR and ORIOLE HOMES CORP., a Florida corporation, hereinafter collectively referred to as BORROWER, as the context so requires, in favor of the BANK (the term PROMISSORY NOTE as hereafter used shall denote the singular, if one Note, or the plural, if more than one Note is secured by this Mortgage), together with interest thereon and all other sums of money secured hereby as hereinafter provided, the MORTGAGOR does grant, bargain, sell, alien, remise, release, convey, and confirm unto the BANK in fee simple, the following described real estate, of which the MORTGAGOR is now seized and possessed, and in actual possession, situate in the County of Marion, State of Florida, to-wit: ---SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF--- THIS MORTGAGE IS BEING GIVEN IN CONNECTION WITH A CERTAIN CONSTRUCTION LOAN AGREEMENT OF EVEN DATE, THE TERMS OF WHICH ARE INCORPORATED HEREIN BY REFERENCE. THIS IS AN OPEN FIRST MORTGAGE IN THE TOTAL AMOUNT OF $7,188,163.00 GIVEN TO SECURE ANY PRESENT OR FUTURE OBLIGATIONS OF BORROWER. TOGETHER with all structures and improvements now and hereafter on said land, and the fixtures attached thereto; and the easements, riparian and littoral rights and appurtenances thereunto belonging, or in any wise appertaining; and all rents, issues, proceeds and profits accruing and to accrue from said premises; and all gas and electric fixtures, heaters, air conditioning equipment, machinery, boilers, ranges, elevators and motors, plumbing fixtures and hardware, window screens, screen doors, venetian blinds, storm shutters and awnings, pool pumps and motors and all other heating, cooking, refrigerating, plumbing, cooling, ventilating, irrigating and power systems and appliances which are now or may hereafter pertain to or be used with, in or on said premises though they may be either detached or detachable. TOGETHER with all furniture, furnishings, fixtures, and equipment contained in or appurtenant to said premises, or which may hereafter from time to time be placed therein, and any substitution or replacement thereof. TO HAVE AND TO HOLD the same, together with the tenements, hereditaments, and appurtenances, unto the said BANK, in fee simple. AND THE SAID MORTGAGOR does hereby covenant with BANK that said MORTGAGOR is indefeasibly seized with the absolute and fee simple title to said property, and has full power and lawful authority to sell, convey, transfer and mortgage the same; that it shall be lawful at any time hereafter for the BANK to peaceably and quietly enter upon, hold, and occupy said property; that said property is free and discharged from all other and prior liens, assessments, judgements, taxes, and encumbrances; that said MORTGAGOR does hereby warrant the title to said land and will defend the same against the lawful claims of all persons whomsoever. PROVIDED ALWAYS that if the BORROWER shall pay unto the BANK the sum of money aggregating to SEVEN MILLION ONE HUNDRED EIGHTY EIGHT THOUSAND ONE HUNDRED SIXTY THREE AND NO/100 DOLLARS ($7,188,163.00), evidenced by the PROMISSORY NOTES hereinbefore referred to, as well as any renewals, modifications and extensions thereof, together with all sums secured hereby and shall pay all other sums provided to be paid by this Mortgage, and shall perform, comply with and abide by all the stipulations, agreements, conditions and covenants of said PROMISSORY NOTES, of this Mortgage, and of all the related loan documents delivered to the BANK in connection with the loan secured hereby (collectively the "Loan Documents"), the estate hereby created shall cease and be null and void. AND THE MORTGAGOR AND/OR BORROWER DO HEREBY FURTHER COVENANT AND AGREE AS FOLLOWS: 1) BORROWER shall promptly pay when due, the principal and interest on the indebtedness evidenced by the PROMISSORY NOTES, the principal and interest on any Future Advances secured by this Mortgage, late charges if provided in the PROMISSORY NOTES and any other amounts due to the BANK by reason of any payment made in order to protect the BANK'S interest under the PROMISSORY NOTES and this Mortgage. 2) To pay all and singular the taxes, insurance, assessments, levies, liabilities, obligations, and encumbrances of every nature on said described property, each and every one when due and payable according to law, before they become delinquent and if the same shall not be promptly paid, the BANK, at its option and without obligation to do so, may pay the same without waiving or affecting the option to foreclose, or any rights hereunder and every payment so made shall bear interest from the date thereof at the maximum default rate as provided in the PROMISSORY NOTES secured hereby. The MORTGAGOR shall deliver to the BANK receipts evidencing 2 the payment of said taxes, assessments, levies, etc., immediately upon the payment thereof as required under this Paragraph. Any such amounts paid by the BANK pursuant to this paragraph shall be secured by this mortgage. 3) To keep the buildings now or hereafter on said land and the fixtures and personal property therein contained insured with a company or companies approved by the BANK, against loss by fire, windstorm, and such other casualties, for such period and for not less that such amount as BANK may require, but in no event less that the outstanding principal sum of the PROMISSORY NOTES or the full insurable value of the improvements, and to pay promptly when due all premiums for such insurance. MORTGAGOR agrees to deliver renewal or replacement policies of any nature or replacement certificates of insurance to the BANK, at least ten (10) days prior to the expiration or anniversary date of the existing policies. The amounts of insurance required by the BANK shall be the minimum amounts for which said insurance shall be written and it shall be incumbent upon the MORTGAGOR to maintain such additional insurances as may be necessary to meet and comply fully with all co-insurance requirements contained in said policies to the end that MORTGAGOR is not a co-insuror thereunder. The policy or policies shall be held by and be payable to said BANK, and the BANK shall have the option, if destruction is over 50% of the value of the improvements, excluding the land, to receive and apply said payment on account of the indebtedness hereby secured rather than to permit the MORTGAGOR to receive or use it, or any part thereof, for any purposes without thereby waiving or impairing the equity, lien or right under and by virtue of this Mortgage, and may place and pay such insurance or any part thereof without waiving or affecting the option to foreclose or any right hereunder, and each such payment shall bear interest at the maximum default rate as provided in the PROMISSORY NOTES secured hereby. 4) To permit, commit, or suffer no waste, impairment, abandonment, or deterioration of said property, or any part thereof, and upon the failure of the MORTGAGOR to keep the buildings and/or the personal property located on the mortgaged premises in good condition or repair, the BANK may demand the immediate repair of said property, or the immediate repayment of the debt hereby secured, and the failure of the MORTGAGOR to comply with said demand of the BANK for a period of thirty (30) days, shall constitute a default of this Mortgage, and at the option of the BANK, it may immediately mature the entire amount of principal and interest hereby secured, and the BANK, immediately and without notice, may institute proceedings to foreclose this Mortgage and apply for the appointment of a receiver, as hereinafter provided. 5) To perform, comply with and abide by all the stipulations, agreements, conditions, and covenants set forth in the PROMISSORY NOTES secured hereby and this Mortgage. 6) To pay all and singular the costs, fees, charges, and expenses of every kind, including the cost of an abstract of title to said lands found to be necessary or expedient in connection with any suit for the foreclosure of this Mortgage, and also including, whether the BANK is obligated to pay same or not, reasonable attorney's fees incurred or expended at any time by the BANK because of the failure of the MORTGAGOR to perform, comply with, and abide by all or any of the covenants, conditions, and stipulations of said PROMISSORY NOTES, or this Mortgage, in the foreclosure of this Mortgage, or in collecting the amount secured hereby with or without legal proceedings, or in enforcing the terms, conditions, and covenants of this 3 Mortgage with or without legal proceedings, and to reimburse the BANK for every payment made or incurred for any such purpose with interest from date of every such payment at the maximum default rate as provided in the PROMISSORY NOTES secured hereby; such payments and obligations, with interest thereon as aforesaid, shall be secured by the lien hereof. 7) To comply with all federal, state, and local laws, rules and regulations, subdivision restrictions and the municipal zoning ordinances applicable to mortgaged property, now in effect or in the future; not to erect or permit to be erected any new buildings on the premises herein mortgaged or to add to or permit to be added to, make or permit to be made, any material structural alterations to any of the existing improvements thereon without the written consent of the BANK, and in the event of any violation or attempt to violate these stipulations, or any of them, and THE MORTGAGOR has not cured such violation within thirty (30) days written notice of same from THE BANK, this Mortgage and all sums secured hereby shall immediately become due and payable at the option of the BANK. MORTGAGOR, BORROWER, AND BANK FURTHER AGREE TO THE FOLLOWING: 8) If any of the sums of money herein referred to are not promptly and fully paid within ten (10) days written notice after the same becomes due and payable, or if any of the other stipulations, agreements, conditions, and covenants contained in the PROMISSORY NOTES and this Mortgage, or either, are not fully performed, complied with and abided by after thirty (30) days written notice, same shall be considered a default of this Mortgage and the PROMISSORY NOTES, and the aggregate sum set forth in the PROMISSORY NOTES then remaining unpaid, with interest accrued to that time and unpaid, and all monies secured hereby, shall become due and payable forthwith, or thereafter, at the option of the BANK, as fully and completely as if all the said sums of money were originally stipulated to be paid on such day, anything in the PROMISSORY NOTES or in this Mortgage to the contrary notwithstanding; and thereupon or thereafter, at the option of the BANK, without notice or demand, suit at law or in equity may be prosecuted as if all monies secured hereby had matured prior to its institution. 9) In the event the BORROWER fails to pay any charges or obligations required to be paid by BORROWER hereunder, within the time set forth for such payment, the BANK shall have the right to pay such charge or obligation without waiving or affecting the option of the BANK to consider this mortgage in default. Every such payment so made shall bear interest at the maximum default rate as provided in the PROMISSORY NOTES secured hereby, and every such payment shall be deemed additional monies owed by the MORTGAGOR AND/OR BORROWER to BANK, shall be payable on demand of the BANK therefore and shall be secured by the lien of this Mortgage. 10) In the event of a default in any of the terms of this Mortgage and/or the filing of a Complaint to foreclose this or any other mortgage encumbering the within described property, the BANK shall be entitled to apply at any time without notice, pending such foreclosure suit, to the Court having jurisdiction thereof for the appointment of a receiver of all and singular the mortgaged property, and of all the rents, incomes, profits, issues and revenues thereof, from whatsoever source derived; and thereupon it is hereby expressly covenanted and agreed that the Court shall forthwith appoint a receiver of said mortgaged property, all and singular, and of such rents, incomes, profits, issues and revenues thereof, from whatsoever 4 source derived, with the usual powers and duties of receivers in like cases; and such appointment shall be made by such Court as a matter of strict right to the BANK, and without reference to the adequacy or inadequacy of the value of the property hereby mortgaged, or to the solvency or the insolvency of the MORTGAGOR AND/OR BORROWER, and that such rents, profits, incomes, issues, and revenues shall be applied by such receiver to the payment of the mortgage indebtedness, costs, and charges, according to the order of such court. 11) Notwithstanding the provisions of paragraph 10 hereof, all of the rents, deposits, revenues and profits arising out of the operation of the mortgaged property are, by the terms hereof, assigned to the BANK as further security for the payment of the indebtedness secured hereby, and no other instrument or documents need to be executed by the MORTGAGOR to effect such assignment. Any subsequent assignment of the rents, deposits, revenues, and profits of the mortgaged property, or any part thereof, shall at all times be inferior and subordinate to the assignment granted hereby and to the rights of the MORTGAGE hereunder. This assignment shall continue in effect until the indebtedness secured by this Mortgage is paid in full. 12) Except in the ordinary course of business and the payment to BANK of the applicable release prices, if all or any part of the property or an interest therein is sold, transferred, encumbered, or if there is a change in ownership of the mortgaged premises or of any property encumbered by this mortgage, or in the management, use and operation of the mortgaged premises or if there is a transfer or change of ownership of the property without BANK'S prior written consent, BANK may, at BANK'S option, declare all the sums secured by this Mortgage to be immediately due and payable. BANK shall have waived such option to accelerate if, prior to the sale, transfer, encumbrance, or change of ownership, BANK and the person to whom the property is to be sold, encumbered, or transferred reach agreement in writing that the credit of such person is satisfactory to BANK and that the interest payable on the sums secured by this Mortgage shall be at such rate as BANK shall request. 13) In the event the ownership of the mortgaged premises, or any part thereof, becomes vested in a person or entity other than the MORTGAGOR, the BANK may, without notice to the MORTGAGOR, deal with such successor or successors in interest with reference to this Mortgage and the debt hereby secured, in the same manner as with the MORTGAGOR, without in any way vitiating or discharging the MORTGAGOR'S liability hereunder or upon the debt hereby secured. No sale of the premises hereby mortgaged and no forbearance on the part of the BANK, and no extension of the time for the payment of the debt hereby secured given by the BANK, shall operate to release, discharge, modify, change, or affect the original liability of the MORTGAGOR herein, either in whole or in part. 14) Time is of the essence and no waiver of any obligation hereunder, or of the obligation secured hereby, shall at any time hereafter be held to be a waiver of the terms hereof or of the Notes secured hereby. 15) If foreclosure proceedings are instituted on any mortgage inferior to this Mortgage or if any foreclosure proceeding is instituted on any lien of any kind, the BANK may at its option immediately or thereafter declare this Mortgage and the indebtedness secured hereby, due and payable. If there is any mortgage superior to this Mortgage, then failure to pay said mortgage when due and in accordance with its terms or failure to abide by the terms 5 at its option, may immediately or thereafter declare this Mortgage and the indebtedness hereby secured, due, and payable. Any modification of any mortgage superior to this Mortgage or waiver of any principal or interest payments on any note or mortgage superior to this Mortgage, including but not limited to the granting and acceptance of future advances pursuant thereto, shall be deemed a breach of the terms and covenants of this Mortgage and the BANK hereof may at its option declare this Mortgage and the indebtedness secured hereby due and payable. 16) To the extent of the indebtedness of the MORTGAGOR to the BANK described herein or secured hereby, the BANK is hereby subrogated to the lien or liens and to the rights of the owners and holders thereof of each and every mortgage, lien, or other encumbrance on the land described herein which is paid and/or satisfied, in whole or in part, out of the proceeds of the loan described herein or secured hereby, and the respective liens of said mortgages, liens, or other encumbrances, shall be and the same and each of them is hereby preserved and shall pass to and be held by the BANK herein as security for the indebtedness to the BANK herein described or hereby secured, to the same extent that it would have been preserved and could have passed to and been held by the BANK had it been duly and regularly assigned, transferred, set over, and delivered unto the BANK by separate instrument of assignment, notwithstanding the fact that the same may be satisfied and canceled of record, it being the intention of the parties hereto that the same will be satisfied and canceled of record by the holders thereof at or about the time of the recording of this Mortgage. 17) In order to accelerate the maturity of the indebtedness hereby secured because of the failure of the MORTGAGOR to pay any tax assessment, liability, obligation, or encumbrance upon said property as herein provided, it shall not be necessary nor requisite that the BANK shall first pay the same. 18) The mailing of a written notice of demand, addressed to the owner of record of the mortgaged premises, directed to the said owner at the last address actually furnished to the BANK, and mailed by United States Certified Mail, Return Receipt Requested, shall be sufficient notice and demand in any case arising under this instrument and required by the provisions hereof or by law. Notice to BANK if required hereunder, shall be deemed properly given when forwarded by Certified Mail, Return Receipt Requested, with sufficient postage affixed thereto and addressed to BANK at 780 NW 42nd Avenue, Miami, Florida. 19) The Abstract of Title covering the mortgaged property shall belong to and remain in the possession of the BANK during the lien of this Mortgage, and in the event of the foreclosure of this Mortgage or other transfer of title of the mortgaged property in extinguishment of the indebtedness secured hereby, all right, title and interest of the MORTGAGOR in and to any such Abstract of Title shall pass to the purchaser or grantee. 20) If the validity or lien of this Mortgage or the PROMISSORY NOTES secured hereby be contested by litigation or otherwise, of if any action or proceeding shall be commenced in which the BANK is made a party, the MORTGAGOR agrees to defend BANK with the BANK'S Consent or otherwise pay to the BANK the cost of defending same, including a reasonable attorney's fee and attorneys' fees on appeal, together with interest at the maximum default rate as provided in the PROMISSORY NOTES secured hereby. 21) MORTGAGOR does hereby agree to, protect, indemnify, defend and hold THE BANK and its directors, officers, agents, employees and attorneys harmless from and against any and all liability, loss, expense or damage of any kind or nature, including, without limitation, any liability or loss that may arise by reason of an incorrect legal description of the Property (Land), 6 and from any suits, proceedings, claims, demands or damages (including attorneys' fees and expenses paid or incurred in connection therewith) arising out of any event of default of MORTGAGOR in connection with THE NOTE, this Mortgage, the other Loan Documents or the Mortgaged Property. This indemnification shall survive the full payment and performance of the obligations. 22) In the event that MORTGAGOR shall: (1) consent to the appointment of a receiver, trustee, or liquidator of all or a substantial part of MORTGAGOR'S assets, or (2) be adjudicated at bankruptcy, or admit in writing its inability to pay its debts as they become due, or (3) make a general assignment for the benefit of creditors, or (4) file a petition or answer seeking reorganization or arrangement with creditors, or to take advantage of any insolvency law, or (5) file an answer admitting the material allegations of a petition filed against the MORTGAGOR in any bankruptcy, reorganization or insolvency proceedings, or (6) action shall be taken by the MORTGAGOR for the purpose of effecting any of the foregoing, or (7) any order, judgment, or decree shall be entered upon an application of a creditor of MORTGAGOR by a court of competent jurisdiction approving a Petition seeking appointment of a receiver or trustee of all or a substantial part of the MORTGAGOR'S assets and such order, judgment, or decree shall continue unstayed and in effect for any period of thirty (30) consecutive days, the BANK may declare the PROMISSORY NOTES hereby secured forthwith due and payable, whereupon the principal of and the interest accrued on the PROMISSORY NOTES and all other sums hereby secured shall become forthwith due and payable as if all of the said sums of money were originally stipulated to be paid on such day; and thereupon the BANK without notice or demand may prosecute a suit at law and/or in equity as if all monies secured hereby had matured prior to its institution. 23) The BANK may at any time, without notice to any person, grant to the MORTGAGOR any modification of any kind or nature whatsoever, release any person liable for payment of any indebtedness secured hereby, or allow any change or changes, substitution or substitutions of any of the property described in this Mortgage or any other collateral which may be held by the BANK without in any manner affecting the liability of the MORTGAGOR, of any endorsers, and/or guarantors of the indebtedness hereby secured or any other person for the payment of said indebtedness, together with interest and any other sums which may be due and payable to the BANK, and also without in any manner affecting or impairing the lien of this Mortgage upon the remainder of the property and other collateral which is not changed or substituted; and it is also understood and agreed that the BANK may at any time, without notice to any person, release any portion of the property described in this Mortgage or any other collateral, or any portion of any other collateral which may be held as security for the payment of the indebtedness hereby secured, either with or without any consideration for such release or releases, without in any manner affecting the liability of the MORTGAGOR, the endorsers, and/or guarantors, and all other persons who are or shall be liable for the payment of said indebtedness, and without affecting, disturbing or impairing in any manner whatsoever the validity and priority of the lien of this Mortgage or the full amount of the indebtedness remaining unpaid, together with all interest and advances which shall become payable, upon the entire remainder of the mortgaged property which is unreleased, and without in any manner affecting or impairing to any extent whatsoever any and all other collateral security which may be held by the BANK. It is distinctly understood and agreed by the MORTGAGOR and the BANK that any release or releases may be made by the BANK without the consent or approval of any other person or persons whomsoever. 7 24) Any agreement hereafter made by MORTGAGOR and BANK pursuant to this Mortgage shall be superior to the rights of the holder of any intervening lien or encumbrance. 25) In the event the premises hereby mortgaged, or any part thereof, shall be condemned and taken under the power of eminent domain, the BANK shall have the right to demand that all damages awarded for the taking of or damages to said premises shall be paid to the BANK, its successors or assigns, up to the amount then unpaid on this Mortgage, and may be applied against the payment or payments last payable thereon. 26) The MORTGAGOR will keep adequate records and books of account in accordance with generally accepted accounting principles and will permit the BANK, by its agents, accountants and attorneys, to visit and inspect the premises and examine the records and books of account of MORTGAGOR and to discuss the affairs, finances and accounts with MORTGAGOR at such reasonable times as may be requested by the BANK. 27) The MORTGAGOR will, at the cost of the MORTGAGOR, and without expense to the BANK, do, execute, acknowledge, and deliver all and every such further acts, deeds, conveyances, mortgages, assignments, notices of assignments, transfers, and assurances as the BANK shall from time to time require, for the better assuring, conveying, assigning, transferring and confirming unto the BANK the property and rights hereby conveyed or assigned or intended now or hereafter so to be, or which the MORTGAGOR may be or may hereafter become bound to convey or assign to the BANK, or for carrying out the intention or facilitating the performance of the terms of this Mortgage and/or any other loan documents, or for filing, registering, or recording this Mortgage and/or any other loan documents, and, on demand, will execute and deliver, and hereby authorizes the BANK to execute in the name of the MORTGAGOR to the extent it may lawfully do so, one or more financing statements, chattel mortgages or comparable security instruments, to evidence more effectively the lien hereof upon the mixed or personal property. 28) The MORTGAGOR forthwith upon the execution and delivery of this Mortgage and thereafter from time to time, will: a) cause this Mortgage, and any security instrument creating a lien or evidencing the lien hereof upon the real and/or personal property and each instrument of further assurance to be filed, registered or recorded in such manner and in such places as may be required by any present or future law in order to publish notice of and to fully protect the lien and interest of the BANK in the mortgaged property; and b) pay all filing, registration, or recording fees, and all expenses incident to the preparation, execution, and acknowledgment of this Mortgage, any mortgage supplemental hereto, any security instrument with respect to the chattels, and any instrument of further assurance, and all federal, state, county municipal stamp taxes and other taxes, duties, imposts, assessments, and charges arising out of or in connection with the execution and delivery of the PROMISSORY NOTES, this Mortgage, any mortgage supplemental hereto, any security instrument with respect to the chattels, or any instrument of further assurance. 29) The MORTGAGOR will pay, from time to time when the same shall become due, all claims and demands of mechanics, materialmen, laborers, and others which, if unpaid, might result in, or permit the creation of, a lien on the mortgaged property, whether paramount or subordinate to this Mortgage, or 8 any part thereof, or on the revenues, rents, issues, income and profits arising therefrom, and in general will do or cause to be done everything necessary so that the lien of this Mortgage shall be fully preserved, at the cost of the MORTGAGOR, without expense to the BANK. The claims of mechanics, materialmen and/or laborers which may give rise to mechanics' liens shall be released, discharged or bonded by MORTGAGOR with a cash or surety bond in the amount required by law for the bonding of mechanics' liens within thirty (30) days of the recording of the claim of lien. 30) The MORTGAGOR shall, within five (5) days after written demand by the BANK, execute in such form as shall be required by the BANK, an estoppel certificate and waiver of defenses duly acknowledged, setting forth the amount of principal and interest unpaid under the PROMISSORY NOTES and the general status of this Mortgage. 31) This Mortgage shall constitute a security agreement under the Uniform Commercial Code as it presently exists and may hereafter exist in the State of Florida. The MORTGAGOR hereby gives and grants unto the BANK a security interest in and to the furniture, fixtures, essential equipment, inventory, licenses, permits and contract rights necessary and normally used in the operation of the mortgaged premises. MORTGAGOR further agree to execute and deliver to the BANK, simultaneously with the execution and delivery of this Mortgage, or at any other time at the request of BANK, any and all Uniform Commercial Code Financing Statements reasonably required by the BANK to effect the purposes and intent of this paragraph. 32) If this Mortgage and the PROMISSORY NOTES secured hereby be modified, extended, renewed, or in any other manner altered at the request of MORTGAGOR or any other party obligated hereunder or under the PROMISSORY NOTES secured hereby or upon agreement with the BANK, MORTGAGOR shall pay to the BANK any and all costs of such modification, extension or renewal, including but not limited to title review, Uniform Commercial code review, additional cost of recording, and such attorneys' fees as may be incurred by the BANK for such modification, extension, or renewal. 33) In the event any one or more of the provisions contained in this MORTGAGE or in the PROMISSORY NOTES or in any other loan document shall for any reason be held to be inapplicable, invalid, illegal or unenforceable in any respect, such inapplicability, invalidity, illegality, or unenforceability shall, at the option of the BANK, not affect any other provision of this Mortgage, but this Mortgage shall be construed as if such inapplicable, invalid, illegal, or unenforceable provision had never been contained herein or therein. 34) All of the grants, covenants, terms, provisions, and conditions herein shall run with the land and shall apply to, bind and inure to the benefit of, the successors and assigns of the MORTGAGOR and the successors and assigns of the BANK. 35) This Mortgage or any of the terms hereunder cannot be modified orally. 36) This Mortgage shall be governed by the laws of the State of Florida. 37) Any sum or sums which may be loaned or advanced by the BANK to the MORTGAGOR at any time during the term of this Mortgage or of the PROMISSORY NOTES secured hereby but within the time limit authorized by Florida law for making valid future advances, together with interest thereon at the rate agreed upon at the time of such loan or advance, shall be equally 9 secured with and have the same priority as the original indebtedness and be subject to all the terms and provisions of this Mortgage; provided, that the then aggregate amount of principal outstanding shall not exceed twenty times the original principal sum secured hereby. 38) It is the intent hereof to secure payment of the Notes and obligation secured hereby whether the entire amount shall have been advanced to the MORTGAGOR on the date hereof, or at a later date, and to secure any other amount or amounts that may be added to the mortgage indebtedness under the terms of this instrument, or advanced in the future. The total amount of indebtedness secured hereby may decrease or increase from time to time but the total unpaid balance so secured at any one time shall not exceed twenty times the original principal sum secured hereby together with interest accrued thereon and any disbursements made for the payment of taxes, levies, insurance premiums or advances made by the BANK as herein elsewhere provided for the protection of the property covered by the lien of this Mortgage, with interest thereupon; and this Mortgage shall secure any and all additional or further monies which may be advanced by the BANK, which future advances of money, if made, shall be evidenced by a Notes or Notes executed by the MORTGAGOR to the BANK bearing such rate of interest and with such maturities as shall be determined from time to time, but any and all such future advances secured by this Mortgage shall be made within the time limit authorized by Florida law for making valid future advances. Nothing herein contained shall be deemed an obligation on the part of the BANK to make any future advances. 39) If at any time the State of Florida shall determine that the documentary stamps affixed to the Notes or hereto or the taxes paid on this Mortgage are insufficient and that additional stamps or taxes should thereafter be affixed or paid, the MORTGAGOR shall pay for the same, together with any interest or penalties imposed in connection with such determination, and the amount of money needed to pay for such stamps or taxes and penalties shall, until such stamps are purchased and affixed and such taxes and penalties paid, be a portion of the indebtedness secured by this Mortgage and bear interest from the date of such determination at the maximum default rate as provided in the PROMISSORY NOTES secured hereby. 40) Any payment made in accordance with the terms of this Mortgage by any person at any time liable for the payment of the whole or any part of the sums now or hereafter secured by this Mortgage, or by any subsequent owner of the premises, or by any other person whose interest in the premises might be prejudiced in the event of a failure to make such payment, or by any stockholder, officer, or director of a corporation which at any time may be liable for such payment or may own or have such an interest in the premises, shall be deemed, as between the BANK and all persons who at any time may be liable as aforesaid, or may own the premises, to have been made on behalf of all such persons. 41) Acceptance by the BANK of any payment which is less than full payment of all amounts due and payable at the time of such payment, even if made by one other than the obligor, shall not constitute a waiver of the MORTGAGEE'S right to exercise its option to declare the whole of the principal sum then remaining unpaid, together with all accrued interest thereon, immediately due and payable without notice, or any other rights of the BANK except as to the extent otherwise provided by law. 42) The rights of the BANK arising hereunder or allowed or permitted to the BANK by law, shall be separate, distinct and cumulative, and the selection of one remedy shall not preclude the selection of another or other remedies 10 until the BANK shall have recovered all sums due it, together with the appropriate interest thereon, and all costs of collections, including attorney's fees and appellate attorney's fees. 43) Wherever used in this Mortgage, unless the context clearly indicates a contrary intent or unless otherwise specifically provided herein, the word "MORTGAGOR" shall mean "Mortgagor and/or any subsequent owner or owners of the premises"; the word "BANK" shall mean "OCEAN BANK or any subsequent holder or holders of this Mortgage"; the word "PROMISSORY NOTES" shall mean "Notes of even date herewith secured by this Mortgage, and any additional Notes hereafter to be issued, secured by this Mortgage pursuant to the future advance provision hereof"; the word "person" shall mean "an individual, corporation, partnership or unincorporated association, joint stock corporation and joint venture", and pronouns of any gender shall include the other genders, and either the singular or the plural shall include the other. If the MORTGAGOR consists of more than one person, the obligations and liabilities of each such person hereunder shall be joint and several. 44) If at any time any of the buildings or the improvements or the equipment now or hereafter located on or in the premises be unprotected or unguarded, or the premises be allowed to remain vacant or deserted for more than seven (7) days after notice from BANK to MORTGAGOR, the BANK may, at its option, employ watchmen for the premises and expend any monies deemed by it necessary to protect the premises and the building and improvements thereon and the personal property therein from waste, vandalism and other hazards, depredation or injury, and the amount of any monies expended for such purposes with interest at the maximum default rate as provided in the PROMISSORY NOTES secured hereby, and payment of sums so expended shall be due and payable by MORTGAGOR to the BANK on demand and be added to the indebtedness and be secured by this Mortgage. 45) MORTGAGOR represents, warrants, covenants and agrees to perform all of the obligations to be performed by MORTGAGOR under this Mortgage, the PROMISSORY NOTES secured hereby and any other instrument evidencing and/or securing the indebtedness secured hereby. 46) THE MORTGAGOR hereby agrees that he will not obtain any secondary financing on the mortgaged property which secures the loan from THE BANK to THE MORTGAGOR, or otherwise encumber said property without the prior written consent of THE BANK. 47) TAX AND INSURANCE ESCROW: If this Mortgage or the PROMISSORY NOTES secured hereby are in default, and, if required by THE BANK, MORTGAGOR shall pay to THE BANK on the payment due date of each payment as provided in THE NOTES, any assessments or charges imposed upon the Mortgaged Property or any part thereof by any party, whether public or private, (hereinafter referred to as "Impositions") together with and in addition to such payments, a payment representing the amount of the Impositions and insurance premiums for such insurance as is required by THE BANK, next due on the Mortgaged Property in an amount sufficient, as estimated by THE BANK, to accumulate the sum required to pay such Impositions and insurance, as applicable, thirty (30) days prior to the due date thereof. Amounts held hereunder shall not be, nor be deemed to be, trust funds, but may be commingled with the general funds of THE BANK, and no interest shall be payable with respect thereto. Upon demand of THE BANK, MORTGAGOR shall deliver to THE BANK within ten (l0) days after such demand, such additional money as is necessary to make 11 up any deficiencies in amounts necessary to enable THE BANK to pay such Impositions and insurance premiums when due. In case of an even of default, THE BANK may apply any amount under this section remaining to MORTGAGOR'S credit to the reduction of THE NOTES, at such times and in such manner as THE BANK shall determine. 48) ENVIRONMENTAL CONDITION OF PREMISES: Environmental Condition of Property. MORTGAGOR hereby warrants and represents to THE BANK after thorough investigation that: a) the Premises are now and at all times hereafter will continue to be in full compliance with all Federal, State and local environmental laws and regulations, including but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of l980 (CERCLA), Public Law No. 96-5l0, 94 Stat. 2767, and the Superfund Amendments and Reauthorization Act of l986 (SARA), Public Law No. 99-499, 100 Stat. l6l3; and b) as of the date hereof there are, to its knowledge after investigation, no hazardous materials, substances, waste or other environmentally regulated substances (including without limitations, any materials containing asbestos) located on, in or under the Premises or used in connection therewith, or c) MORTGAGOR has fully disclosed to THE BANK in writing the existence, extent and nature of any such hazardous material, substance, waste or other environmentally regulated substance, currently present or which MORTGAGOR is legally authorized and empowered to maintain on, in or under the Premises or use in connection therewith, MORTGAGOR has obtained and will maintain all licenses, permits and approvals required with respect thereto, and is and will remain in full compliance with all of the terms, conditions, and requirements of such licenses, permits and approvals. MORTGAGOR further warrants and represents that it will promptly notify THE BANK of any change in the environmental, condition of the Premises or in the nature or extent of any hazardous materials, substances or wastes maintained on, in or under the Premises or used in connection therewith, and will transmit to THE BANK copies of any citations, orders, notices or other material governmental or other communication received with respect to any other hazardous materials, substances, waste, or other environmentally regulated substance affecting the Premises. MORTGAGOR hereby indemnifies and holds harmless THE BANK from and against any and all damages, penalties, fines, claims, suits, liabilities, costs judgments and expenses (including attorneys', consultant's or expert's fees) of every kind and nature incurred, suffered by or asserted against THE BANK as a direct or indirect result of: a) MORTGAGOR any warranty or representation made by MORTGAGOR in this paragraph being or becoming false or untrue in any material respect or b) any requirement under the law, regulation or ordinance, local, state or federal, regarding the removal or elimination of any hazardous materials, substances, waste or other environmentally regulated substances. MORTGAGOR'S obligations hereunder shall not be limited to any extent by the term of THE NOTES, and, as to any act or occurrence prior to payment in full and satisfaction of said NOTES which gives rise to liability hereunder, shall continue, survive and remain in full force and effect 12 notwithstanding foreclosure of this Mortgage, where THE BANK is the purchaser at the foreclosure sale, or delivery of a deed in lieu of foreclosure to THE BANK. 49) Upon improvement of the property and sale of the individual units and/or lots, MORTGAGOR will be entitled to partial releases from the lien of this Mortgage, provided that the Mortgage is in good standing and free from default, upon the payment to the BANK of the amounts as specified in the Construction Loan Agreement between BANK and MORTGAGOR herein IT IS FURTHER RECOGNIZED THAT IN THE EVENT THE MORTGAGOR REQUESTS THE BANK TO ISSUE STAND-BY LETTER/S OF CREDIT GUARANTEEING A BENEFICIARY THAT FUNDS WILL BE AVAILABLE TO COMPLETE CERTAIN WORK OBLIGATIONS REQUIRED TO BE PERFORMED BY THE MORTGAGOR, THE STAND-BY LETTER/S OF CREDIT WILL BE SECURED BY THIS MORTGAGE. 50) Mortgagor agrees it will fully perform, comply with and abide by each and every one of the terms, covenants and agreements contained and set forth in the certain Mortgage Loan Commitment by and between the parties hereto, dated November 12, 2002, accepted November 27, 2002, together with any further modifications or amendments thereof, relating to this Mortgage loan, executed copies of which are in the possession of the Mortgagor and Mortgagee. Any default under or breach by Mortgagor of said Mortgage Loan Commitment and amendments thereto, if any, or other loan documents shall, at the option of the Mortgagee, be an Event of Default under the terms of this Mortgage. 51) In order to induce the BANK to make the loan, MORTGAGOR represents and warrants that: (a) except as previously or concurrently disclosed in writing to the BANK, there are no actions, suits or proceedings pending or threatened against or affecting any Mortgagor or any portion of the premises, or involving the validity or enforceability of this Mortgage or the priority of its lien, before any court of law or equity or any tribunal, administrative board or governmental authority, and no Mortgagor is in default under any other indebtedness or with respect to any order, writ, injunction, decree, judgment or demand of any court or any governmental authority; (b) the execution and delivery of the Notes, this Mortgage and all other Loan Documents do not and shall not (i) violate any provisions of any law, rule, regulation, order, writ, judgment, injunction, decree, determination, or award applicable to any Mortgagor, nor (ii) result in a breach of, or constitute a default under any indenture, bond, mortgage, lease, instrument, credit agreement, undertaking, contract or other agreement to which any Mortgagor is a party or by which any of them or their respective properties may be bound or affected; (c) the Notes, this Mortgage and all other Loan Documents constitute valid and binding obligations of the Mortgagor executing the same, enforceable against such Mortgagor in accordance with their respective terms; (d) all financial statements of the Mortgagors previously delivered to the BANK have been prepared in accordance with generally accepted accounting principles consistently applied and fairly present the correct respective financial conditions of the Mortgagor as of their respective dates, and the foregoing shall be true with respect to all financial statements of the Mortgagor delivered to Mortgagee hereafter; (e) there is no fact that the Mortgagor have not disclosed to the BANK in writing that could materially adversely affect their respective properties, businesses or financial conditions or the premises, or any other collateral for the Loan; (f) the Mortgagor have duly obtained all permits, licenses, approvals and consents from, and made 13 all filings with, any governmental authority (and the same have not lapsed nor been rescinded or revoked) which are necessary in connection with the execution or delivery or enforcement of this Mortgage or any other Loan Document or the performance of any Mortgagor's obligations thereunder; (g) the proceeds of the Loan are not being used to purchase or carry any "margin stock" within the meaning of the Regulation "U" of the Board of Governors of the Federal Reserve System, nor to extend credit to others for that purpose; and (h) each extension of credit secured by this Mortgage is exempt from the provisions of the Federal Consumers Credit Protection Act (Truth-in-Lending Act) and Regulation "Z" of the Board of Governors of the Federal Reserve System, because Mortgagor is a person fully excluded therefrom, and/or because said extension of credit is only for business or commercial purposes of Mortgagor and is not being used for personal, family, household or agricultural purposes. Mortgagor acknowledges and agrees that the BANK is relying on the representations and warranties in this Mortgage and all other Loan Documents as a precondition to making the Loan, and that all such representations and warranties shall survive the closing of the Loan and any bankruptcy proceedings. 52) THE BANK AND THE MORTGAGOR SPECIFICALLY AGREE THAT THEY WAIVE ALL RIGHTS TO RELY ON OR ENFORCE ANY ORAL STATEMENTS MADE PRIOR TO OR SUBSEQUENT TO THE SIGNING OF THIS DOCUMENT. 53) THE BANK AND THE MORTGAGOR HEREBY KNOWINGLY, VOLUNTARILY AND INTELLIGENTLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS DOCUMENT, AND/OR ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, AND/OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY MADE BEFORE, DURING, OR AFTER THE EXECUTION OF THIS DOCUMENT. THIS WAIVER APPLIES IN THE EVENT ANY OTHER PARTIES INSTITUTE, JOIN, OR DEFEND ANY LITIGATION. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE BANK EXTENDING CREDIT TO BORROWER. IT IS EXPRESSLY AGREED THAT NO PARTY OR ENTITY HAS REPRESENTED THAT THIS WAIVER WILL NOT BE ENFORCED. 54) VENUE AND JURISDICTION SHALL BE IN MARION COUNTY, FLORIDA, FOR ANY AFFIRMATIVE OR DEFENSIVE LEGAL PROCEEDINGS IN CONNECTION WITH THIS DOCUMENT AND/OR ANY OTHER DOCUMENT SIGNED BY THE MORTGAGOR IN FAVOR OF THE BANK. 14 IN WITNESS WHEREOF, the MORTGAGOR has, on the day and year first above written, executed these presents. Signed, sealed, and deliver ORIOLE AT STONECREST, INC., a Florida in the presence of: corporation. 6400 Congress Avenue, #2000 Boca Raton, FL 33487-2850 /s/ SUSAN V. SPRAGG BY: /s/ MARK A. LEVY - ------------------------ --------------------------------- Susan V. Spragg MARK A. LEVY, PRESIDENT /s/ JEANNETTE CALDERONE ATTEST: /s/ JOSEPH PIVINSKI - ------------------------ --------------------------------- Jeannette Calderone JOSEPH PIVINSKI, ASST. SECRETARY STATE OF FLORIDA } } ss: COUNTY OF PALM BEACH } THE FOREGOING instrument was acknowledged before me this 29th day of January, 2003, by MARK A. LEVY AND JOSEPH PIVINSKI, as President and Asst. Secretary, respectively, of ORIOLE AT STONECREST, INC., a Florida corporation, on behalf of the corporation. They have produced Florida drivers' licenses as identification. /s/ MARLENE DIAZ -------------------------------- NOTARY PUBLIC, STATE OF FLORIDA Print Name: MARLENE DIAZ My Commission Expires: --------------------- August 26, 2005 15 EX-11 5 g80594a5exv11.txt PROMISSORY NOTE $1,573,000 EXHIBIT 11 NAME: ORIOLE HOMES CORP., AND ORIOLE AT STONECREST, INC., BOTH FLORIDA CORPORATIONS. Account No. ---------------------------------------------- PROMISSORY NOTE $1,573,000.00 Miami, Florida January 29, 2003. FOR VALUE RECEIVED, the undersigned Maker promises to pay to the order of Holder, OCEAN BANK, a Florida Banking Corporation, 780 N.W. 42nd Avenue, Miami, Florida, 33126, the principal sum of ONE MILLION FIVE HUNDRED SEVENTY THREE THOUSAND AND NO/100 DOLLARS ($1,573,000.00), or so much thereof as may be disbursed, with interest from date at the rate of interest hereinafter specified: Monthly payments of principal in the amount of $8,739.00, plus accrued interest at the rate of ONE HALF OF ONE PERCENT (0.50%) PER ANNUM over the prime rate as charged by CITIBANK, N.A., NEW YORK, NEW YORK, BUT IN NO EVENT LESS THAN FIVE AND THREE QUARTERS PERCENT (5.75%) PER ANNUM. First payment to commence thirty days from the date hereof and subsequent monthly payments thereafter until thirty-six (36) months from the date hereof when the then entire outstanding principal balance together with all accrued and unpaid interest, if any, shall be due and payable. The interest rate in effect on this Note may change as often as daily and an increase in the interest rate will cause an increase in the interest payments. Except as otherwise required by law or by the provisions of this Note or any other loan document, payments received by Holder hereunder shall be applied first against expenses and indemnities, next against interest accrued on the loan, and next in reduction of the outstanding principal balance of the loan, except that from and after any default under this Note, Holder may apply such payments in any order of priority determined by Holder in its exclusive judgment. If CITIBANK, N.A., NEW YORK, NY, ceases to announce a prime rate, then, in that event, Prime Rate shall mean the rate of interest published in The Wall Street Journal from time to time as the "Prime Rate." If more than one "Prime Rate" is published in The Wall Street Journal for a day, the average of the "Prime Rates" shall be used, and such average shall be rounded up to the nearest one-quarter of one percent (.25%). If The Wall Street Journal ceases to publish the "Prime Rate," Lender shall select an equivalent publication that publishes such "Prime Rate," and if such prime rates are no longer generally published or are limited, regulated or administered by a governmental or quasi-governmental body, then the Lender shall select a comparable interest rate index. Interest will accrue at the rate of l/360th of the annual interest for each day that principal is outstanding, but in no event shall interest be due at a rate in excess of EIGHTEEN PERCENT (18.0%) PER ANNUM. If payment is not received by Holder on/or before TEN (10) DAYS after the due date, then the interest rate thereafter will automatically increase to eighteen percent (18.0%) per annum and will remain at said rate until the payments are completely brought up to date and current. The Holder hereof shall have the optional right to declare the principal sum disbursed hereunder and all accrued interest thereon to be due and forthwith payable in advance of the maturity date fixed herein upon the failure of the undersigned to pay, when due and failure to cure after ten (10) days written notice to Maker, any one of the installments of principal and interest or, at the option of the Holder, upon the occurrence of any other Event of Default by the undersigned in the Mortgage securing this Note which is not cured within thirty (30) days after written notice. Failure to exercise this option with respect to any failure or breach by the undersigned shall not constitute a waiver of the right as to any subsequent failure or breach. Initials MAL JP Page 1 of 3 This Note may be prepaid in full or in part prior to maturity without premium or penalty. This Note and the Mortgage which it secures shall be non-assumable. While in default, and after the expiration of any applicable grace period, this Note shall bear interest at the rate of EIGHTEEN PERCENT (18.0%) PER ANNUM. In no event shall interest (including any charge or fee held to be interest by a court of competent jurisdiction) accrue to be payable herein in excess of the highest contract rate allowable by law for the time such indebtedness shall be outstanding and unpaid, and if by reason of the acceleration of maturity of such indebtedness or for any other reason, interest in excess of the highest legal rate shall be due or paid, any such excess shall constitute and be treated as a payment on the principal hereof and shall operate to reduce such principal by the amount of such excess, or if in excess of the principal indebtedness such excess shall be paid or refunded to the Maker. All parties liable for the payment of this Note agree to pay the Holder hereof a reasonable attorneys' fee for the services of counsel employed after default or demand to collect this Note, or to protect or enforce the security thereof, whether or not suit be brought. Presentment, protest, notice of dishonor and notice of protest of this Note are hereby waived by all parties now or hereafter liable hereon, whether as makers, endorsers, or otherwise. This Note is secured by a Mortgage Deed of even date. This Note and said Deed and Agreement are being delivered in the State of Florida and shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws thereof. This Note is being delivered in the State of Florida and shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws thereof. All of the covenants, conditions, and agreements contained in the Mortgage and any other document evidencing the loan are hereby made a part of this instrument. This Note may not be changed orally, but only by an agreement in writing and signed by the party against whom enforcement of any waiver, change, modification or discharge is sought. HOLDER AND MAKER SPECIFICALLY AGREE THAT THEY WAIVE ALL RIGHTS TO RELY ON OR ENFORCE ANY ORAL STATEMENTS MADE PRIOR TO OR SUBSEQUENT TO THE SIGNING OF THIS DOCUMENT. HOLDER AND MAKER HEREBY KNOWINGLY, VOLUNTARILY AND INTELLIGENTLY WAIVE THE RIGHT EITHER/ANY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS DOCUMENT, AND/OR ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, AND/OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), LOANS, ACCOUNTS, CONTRACTS, DISCUSSIONS, AND/OR AGREEMENTS OF ANY KIND, AND/OR ACTIONS OF EITHER/ANY PARTY MADE BEFORE, DURING, OR AFTER THE EXECUTION OF THIS DOCUMENT. THIS WAIVER APPLIES IN THE EVENT ANY OTHER PARTIES INSTITUTE, JOIN, OR DEFEND ANY LITIGATION. THIS PROVISION IS A MATERIAL INDUCEMENT FOR HOLDER EXTENDING CREDIT TO MAKER. IT IS EXPRESSLY AGREED THAT NO PARTY OR ENTITY HAS REPRESENTED THAT THIS WAIVER WILL NOT BE ENFORCED. Initials MAL JP Page 2 of 3 VENUE AND JURISDICTION SHALL BE IN MARION COUNTY, FLORIDA, FOR ANY AFFIRMATIVE OR DEFENSIVE LEGAL PROCEEDINGS IN CONNECTION WITH THIS DOCUMENT AND/OR ANY OTHER DOCUMENT SIGNED BY MAKER IN FAVOR OF HOLDER. ORIOLE HOMES CORP., a Florida corporation. 6400 Congress Avenue, Suite 2000 Boca Raton, FL 33487 By: /s/ Mark A. Levy ---------------------------------------- MARK A. LEVY, PRESIDENT Attest: /s/ Joseph Pivinski ------------------------------------ JOSEPH PIVINSKI, ASST. SECRETARY. ORIOLE AT STONECREST, INC., a Florida corporation. 6400 Congress Avenue, Suite 2000 Boca Raton, FL 33487 By: /s/ Mark A. Levy ---------------------------------------- MARK A. LEVY, PRESIDENT Attest: /s/ Joseph Pivinski ------------------------------------ JOSEPH PIVINSKI, ASST. SECRETARY. ACKNOWLEDGEMENT ONLY STATE OF FLORIDA : : COUNTY OF PALM BEACH : THE FOREGOING INSTRUMENT was acknowledged before me this 29th day of January, 2003, by MARK A. LEVY AND JOSEPH PIVINSKI, as President and Asst. Secretary, respectively, of ORIOLE HOMES CORP., and ORIOLE AT STONECREST, INC., both Florida corporations, on behalf of the corporations. They are personally known to me. My Commission Expires: /s/ Marlene Diaz ---------------------------------- PRINT NAME: Marlene Diaz August 26, 2005 NOTARY PUBLIC, STATE OF FLORIDA. Initials MAL JP Page 3 of 3 EX-12 6 g80594a5exv12.txt PROMISSORY NOTE $4,188,163 EXHIBIT 12 NAME: ORIOLE HOMES CORP., AND ORIOLE AT STONECREST, INC., BOTH FLORIDA CORPORATIONS. Account No. ____________________________________________ PROMISSORY NOTE (NON-REVOLVER) $4,188,163.00 Miami, Florida January 29, 2003. FOR VALUE RECEIVED, the undersigned Maker promises to pay to the order of Holder, OCEAN BANK, a Florida Banking Corporation, 780 N.W. 42nd Avenue, Miami, Florida, 33126, the principal sum of FOUR MILLION ONE HUNDRED EIGHTY EIGHT THOUSAND ONE HUNDRED SIXTY THREE AND NO/100 DOLLARS ($4,188,163.00), or so much thereof as may be disbursed, with interest from date at the rate of interest hereinafter specified: Monthly payments of interest only at the rate of ONE HALF OF ONE PERCENT (0.50%) PER ANNUM over the prime rate as charged by CITIBANK, N.A., NEW YORK, NEW YORK, BUT IN NO EVENT LESS THAN FIVE AND THREE QUARTERS PERCENT (5.75%) PER ANNUM. First payment to commence thirty days from the date hereof and subsequent monthly payments thereafter until thirty (30) months from the date hereof when the then entire outstanding principal balance together with all accrued and unpaid interest, if any, shall be due and payable. Provided that this Note, or any of its supporting loan documents, are not in default, Maker herein shall have the option to extend the maturity date specified herein for an additional six (6) months upon payment to Holder of an extension fee equal to one quarter of one percent (0.25% of 1%) of the then committed* amount (*the then outstanding principal balance plus any un-disbursed loan funds). The interest rate in effect on this Note may change as often as daily and an increase in the interest rate will cause an increase in the interest payments. Except as otherwise required by law or by the provisions of this Note or any other loan document, payments received by Holder hereunder shall be applied first against expenses and indemnities, next against interest accrued on the loan, and next in reduction of the outstanding principal balance of the loan, except that from and after any default under this Note, Holder may apply such payments in any order of priority determined by Holder in its exclusive judgment. If CITIBANK, N.A., NEW YORK, NY, ceases to announce a prime rate, then, in that event, Prime Rate shall mean the rate of interest published in The Wall Street Journal from time to time as the "Prime Rate." If more than one "Prime Rate" is published in The Wall Street Journal for a day, the average of the "Prime Rates" shall be used, and such average shall be rounded up to the nearest one-quarter of one percent (.25%). If The Wall Street Journal ceases to publish the "Prime Rate," Lender shall select an equivalent publication that publishes such "Prime Rate," and if such prime rates are no longer generally published or are limited, regulated or administered by a governmental or quasi-governmental body, then the Lender shall select a comparable interest rate index. Interest will accrue at the rate of l/360th of the annual interest for each day that principal is outstanding, but in no event shall interest be due at a rate in excess of EIGHTEEN PERCENT (18.0%) PER ANNUM. If payment is not received by Holder on/or before TEN (10) DAYS after the due date, then the interest rate thereafter will automatically increase to eighteen percent (18.0%) per annum and will remain at said rate until the payments are completely brought up to date and current. The Holder hereof shall have the optional right to declare the principal sum disbursed hereunder and all accrued interest thereon to be due and forthwith payable in advance of the maturity date fixed herein upon the failure of the undersigned to pay, when due and failure to cure after ten (10) days written notice to Maker, any one INITIALS MAL JP Page 1 of 3 of the installments of interest or, at the option of the Holder, upon the occurrence of any other Event of Default by the undersigned in the Mortgage securing this Note which is not cured within thirty (30) days after written notice. Failure to exercise this option with respect to any failure or breach by the undersigned shall not constitute a waiver of the right as to any subsequent failure or breach. This Note may be prepaid in full or in part prior to maturity without premium or penalty. This Note and the Mortgage which it secures shall be non-assumable. While in default, and after the expiration of any applicable grace period, this Note shall bear interest at the rate of EIGHTEEN PERCENT (18.0%) PER ANNUM. In no event shall interest (including any charge or fee held to be interest by a court of competent jurisdiction) accrue to be payable herein in excess of the highest contract rate allowable by law for the time such indebtedness shall be outstanding and unpaid, and if by reason of the acceleration of maturity of such indebtedness or for any other reason, interest in excess of the highest legal rate shall be due or paid, any such excess shall constitute and be treated as a payment on the principal hereof and shall operate to reduce such principal by the amount of such excess, or if in excess of the principal indebtedness such excess shall be paid or refunded to the Maker. All parties liable for the payment of this Note agree to pay the Holder hereof a reasonable attorneys' fee for the services of counsel employed after default or demand to collect this Note, or to protect or enforce the security thereof, whether or not suit be brought. Presentment, protest, notice of dishonor and notice of protest of this Note are hereby waived by all parties now or hereafter liable hereon, whether as makers, endorsers, or otherwise. This Note is secured by a Mortgage Deed and Construction Loan Agreement of even date. This Note and said Deed are being delivered in the State of Florida and shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws thereof. This Note is being delivered in the State of Florida and shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws thereof. All of the covenants, conditions, and agreements contained in the Mortgage and any other document evidencing the loan are hereby made a part of this instrument. This Note may not be changed orally, but only by an agreement in writing and signed by the party against whom enforcement of any waiver, change, modification or discharge is sought. HOLDER AND MAKER SPECIFICALLY AGREE THAT THEY WAIVE ALL RIGHTS TO RELY ON OR ENFORCE ANY ORAL STATEMENTS MADE PRIOR TO OR SUBSEQUENT TO THE SIGNING OF THIS DOCUMENT. HOLDER AND MAKER HEREBY KNOWINGLY, VOLUNTARILY AND INTELLIGENTLY WAIVE THE RIGHT EITHER/ANY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS DOCUMENT, AND/OR ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, AND/OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), LOANS, ACCOUNTS, CONTRACTS, DISCUSSIONS, AND/OR AGREEMENTS OF ANY KIND, AND/OR ACTIONS OF EITHER/ANY PARTY MADE BEFORE, DURING, OR AFTER THE EXECUTION OF THIS DOCUMENT. THIS WAIVER APPLIES IN THE EVENT ANY OTHER PARTIES INSTITUTE, JOIN, OR DEFEND ANY INITIALS MAL JP Page 2 of 3 LITIGATION. THIS PROVISION IS A MATERIAL INDUCEMENT FOR HOLDER EXTENDING CREDIT TO MAKER. IT IS EXPRESSLY AGREED THAT NO PARTY OR ENTITY HAS REPRESENTED THAT THIS WAIVER WILL NOT BE ENFORCED. VENUE AND JURISDICTION SHALL BE IN MARION COUNTY, FLORIDA, FOR ANY AFFIRMATIVE OR DEFENSIVE LEGAL PROCEEDINGS IN CONNECTION WITH THIS DOCUMENT AND/OR ANY OTHER DOCUMENT SIGNED BY MAKER IN FAVOR OF HOLDER. ORIOLE HOMES CORP., a Florida corporation. 6400 Congress Avenue, Suite 2000 Boca Raton, FL 33487 By: /s/ Mark A. Levy --------------------------------------- MARK A. LEVY, PRESIDENT Attest: /s/ Joseph Pivinski ----------------------------------- JOSEPH PIVINSKI, ASST. SECRETARY. ORIOLE AT STONECREST, INC., a Florida corporation. 6400 Congress Avenue, Suite 2000 Boca Raton, FL 33487 By: /s/ Mark A. Levy --------------------------------------- MARK A. LEVY, PRESIDENT Attest: /s/ Joseph Pivinski ----------------------------------- JOSEPH PIVINSKI, ASST. SECRETARY ACKNOWLEDGEMENT ONLY STATE OF FLORIDA : : COUNTY OF PALM BEACH : THE FOREGOING INSTRUMENT was acknowledged before me this 29th day of January, 2003, by MARK A. LEVY AND JOSEPH PIVINSKI, as President and Asst. Secretary, respectively, of ORIOLE HOMES CORP., and ORIOLE AT STONECREST, INC., both Florida corporations, on behalf of the corporations. They are personally known to me. My Commission Expires: /s/ Marlene Diaz --------------------------------------- PRINT NAME: Marlene Diaz ---------------------------- August 26, 2005 NOTARY PUBLIC, STATE OF FLORIDA. Page 3 of 3 EX-13 7 g80594a5exv13.txt PROMISSORY NOTE $3,000,000 EXHIBIT 13 NAME: ORIOLE HOMES CORP., AND ORIOLE AT STONECREST, INC., BOTH FLORIDA CORPORATIONS. Account No. ____________________________________________ PROMISSORY NOTE (REVOLVER) $3,000,000.00 Miami, Florida January 29, 2003. FOR VALUE RECEIVED, the undersigned Maker promises to pay to the order of Holder, OCEAN BANK, a Florida Banking Corporation, 780 N.W. 42nd Avenue, Miami, Florida, 33126, the principal sum of THREE MILLION AND NO/100 DOLLARS ($3,000,000.00), or so much thereof as may be disbursed, with interest from date at the rate of interest hereinafter specified: Monthly payments of interest only at the rate of ONE HALF OF ONE PERCENT (0.50%) PER ANNUM over the prime rate as charged by CITIBANK, N.A., NEW YORK, NEW YORK, BUT IN NO EVENT LESS THAN FIVE AND THREE QUARTERS PERCENT (5.75%) PER ANNUM, as funds are disbursed from the construction loan account. First payment to commence thirty days from the date hereof and subsequent monthly payments thereafter until thirty (30) months from the date hereof when the then entire outstanding principal balance together with all accrued and unpaid interest, if any, shall be due and payable. Provided that this Note, or any of its supporting loan documents, are not in default, Maker herein shall have the option to extend the maturity date specified herein for an additional six (6) months upon payment to Holder of an extension fee equal to one quarter of one percent (0.25% of 1%) of the then committed* amount (*the then outstanding principal balance plus any un-funded revolver availability). The interest rate in effect on this Note may change as often as daily and an increase in the interest rate will cause an increase in the interest payments. Sums disbursed under this Note may be borrowed, repaid and re-borrowed from time to time, provided that the maximum outstanding balance at any one time does not exceed the face amount of this Note. Except as otherwise required by law or by the provisions of this Note or any other loan document, payments received by Holder hereunder shall be applied first against expenses and indemnities, next against interest accrued on the loan, and next in reduction of the outstanding principal balance of the loan, except that from and after any default under this Note, Holder may apply such payments in any order of priority determined by Holder in its exclusive judgment. If CITIBANK, N.A., NEW YORK, NY, ceases to announce a prime rate, then, in that event, Prime Rate shall mean the rate of interest published in The Wall Street Journal from time to time as the "Prime Rate." If more than one "Prime Rate" is published in The Wall Street Journal for a day, the average of the "Prime Rates" shall be used, and such average shall be rounded up to the nearest one-quarter of one percent (.25%). If The Wall Street Journal ceases to publish the "Prime Rate," Lender shall select an equivalent publication that publishes such "Prime Rate," and if such prime rates are no longer generally published or are limited, regulated or administered by a governmental or quasi-governmental body, then the Lender shall select a comparable interest rate index. Interest will accrue at the rate of l/360th of the annual interest for each day that principal is outstanding, but in no event shall interest be due at a rate in excess of EIGHTEEN PERCENT (18.0%) PER ANNUM. If payment is not received by Holder on/or before TEN (10) DAYS after the due date, then the interest rate thereafter will automatically increase to eighteen percent (18.0%) per annum and will remain at said rate until the payments are completely brought up to date and current. INITIALS MAL JP Page 1 of 3 The Holder hereof shall have the optional right to declare the principal sum disbursed hereunder and all accrued interest thereon to be due and forthwith payable in advance of the maturity date fixed herein upon the failure of the undersigned to pay, when due and failure to cure after ten (10) days written notice to Maker, any one of the installments of interest or, at the option of the Holder, upon the occurrence of any other Event of Default by the undersigned in the Mortgage securing this Note which is not cured within thirty (30) days after written notice. Failure to exercise this option with respect to any failure or breach by the undersigned shall not constitute a waiver of the right as to any subsequent failure or breach. This Note may be prepaid in full or in part prior to maturity without premium or penalty. This Note and the Mortgage which it secures shall be non-assumable. While in default, and after the expiration of any applicable grace period, this Note shall bear interest at the rate of EIGHTEEN PERCENT (18.0%) PER ANNUM. In no event shall interest (including any charge or fee held to be interest by a court of competent jurisdiction) accrue to be payable herein in excess of the highest contract rate allowable by law for the time such indebtedness shall be outstanding and unpaid, and if by reason of the acceleration of maturity of such indebtedness or for any other reason, interest in excess of the highest legal rate shall be due or paid, any such excess shall constitute and be treated as a payment on the principal hereof and shall operate to reduce such principal by the amount of such excess, or if in excess of the principal indebtedness such excess shall be paid or refunded to the Maker. All parties liable for the payment of this Note agree to pay the Holder hereof a reasonable attorneys' fee for the services of counsel employed after default or demand to collect this Note, or to protect or enforce the security thereof, whether or not suit be brought. Presentment, protest, notice of dishonor and notice of protest of this Note are hereby waived by all parties now or hereafter liable hereon, whether as makers, endorsers, or otherwise. This Note is secured by a Mortgage Deed and Construction Loan Agreement of even date. This Note and said Deed and Agreement are being delivered in the State of Florida and shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws thereof. This Note is being delivered in the State of Florida and shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws thereof. All of the covenants, conditions, and agreements contained in the Mortgage and any other document evidencing the loan are hereby made a part of this instrument. This Note may not be changed orally, but only by an agreement in writing and signed by the party against whom enforcement of any waiver, change, modification or discharge is sought. HOLDER AND MAKER SPECIFICALLY AGREE THAT THEY WAIVE ALL RIGHTS TO RELY ON OR ENFORCE ANY ORAL STATEMENTS MADE PRIOR TO OR SUBSEQUENT TO THE SIGNING OF THIS DOCUMENT. HOLDER AND MAKER HEREBY KNOWINGLY, VOLUNTARILY AND INTELLIGENTLY WAIVE THE RIGHT EITHER/ANY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS DOCUMENT, AND/OR ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, AND/OR ANY COURSE OF CONDUCT, COURSE OF DEALING, INITIALS MAL JP Page 2 of 3 STATEMENTS (WHETHER VERBAL OR WRITTEN), LOANS, ACCOUNTS, CONTRACTS, DISCUSSIONS, AND/OR AGREEMENTS OF ANY KIND, AND/OR ACTIONS OF EITHER/ANY PARTY MADE BEFORE, DURING, OR AFTER THE EXECUTION OF THIS DOCUMENT. THIS WAIVER APPLIES IN THE EVENT ANY OTHER PARTIES INSTITUTE, JOIN, OR DEFEND ANY LITIGATION. THIS PROVISION IS A MATERIAL INDUCEMENT FOR HOLDER EXTENDING CREDIT TO MAKER. IT IS EXPRESSLY AGREED THAT NO PARTY OR ENTITY HAS REPRESENTED THAT THIS WAIVER WILL NOT BE ENFORCED. VENUE AND JURISDICTION SHALL BE IN MARION COUNTY, FLORIDA, FOR ANY AFFIRMATIVE OR DEFENSIVE LEGAL PROCEEDINGS IN CONNECTION WITH THIS DOCUMENT AND/OR ANY OTHER DOCUMENT SIGNED BY MAKER IN FAVOR OF HOLDER. ORIOLE HOMES CORP., a Florida corporation. 6400 Congress Avenue, Suite 2000 Boca Raton, FL 33487 By: /s/ Mark A. Levy --------------------------------------- MARK A. LEVY, PRESIDENT Attest: /s/ Joseph Pivinski ----------------------------------- JOSEPH PIVINSKI, ASST. SECRETARY. ORIOLE AT STONECREST, INC., a Florida corporation. 6400 Congress Avenue, # 2000 Boca Raton, FL 33487 By: /s/ Mark A. Levy --------------------------------------- MARK A. LEVY, PRESIDENT Attest: /s/ Joseph Pivinski ----------------------------------- JOSEPH PIVINSKI, ASST. SECRETARY ACKNOWLEDGEMENT ONLY STATE OF FLORIDA : : COUNTY OF PALM BEACH : THE FOREGOING INSTRUMENT was acknowledged before me this 29th day of January, 2003, by MARK A. LEVY AND JOSEPH PIVINSKI, as President and Asst. Secretary, respectively, of ORIOLE HOMES CORP., and ORIOLE AT STONECREST, INC., both Florida corporations, on behalf of the corporations. They are personally known to me. My Commission Expires: /s/ Marlene Diaz --------------------------------------- PRINT NAME: Marlene Diaz ---------------------------- August 26, 2005 NOTARY PUBLIC, STATE OF FLORIDA. Page 3 of 3 -----END PRIVACY-ENHANCED MESSAGE-----

EX-9

                                                                       EXHIBIT 9




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




                                  MORTGAGE DEED
                             AND SECURITY AGREEMENT


         THIS MORTGAGE DEED, executed this 29th day of January, 2003, by and
between ORIOLE AT STONECREST, INC., A FLORIDA CORPORATION, hereinafter called
the MORTGAGOR, which term as used in every instance shall include the
Mortgagor's heirs, executors, administrators, successors, legal representatives
and assigns, either voluntary by act of the parties, or involuntary by operation
of law, and shall denote the singular and/or plural, and the masculine and/or
feminine and natural and/or artificial persons, whenever and wherever the
context so requires or admits, party of the first part, in favor of OCEAN BANK,
a state banking corporation, its successors and assigns, hereinafter called the
BANK,

         WITNESSETH, that for divers good and valuable considerations, and to
secure the payment of that certain promissory note in the amount of ONE MILLION
FIVE HUNDRED SEVENTY THREE THOUSAND AND NO/100 DOLLARS ($1,573,000.00), executed
by the MORTGAGOR and ORIOLE HOMES CORP., a Florida corporation, hereinafter
collectively referred to as BORROWER, as the context so requires, in favor of
the BANK (the term PROMISSORY NOTE as hereafter used shall denote the singular,
if one Note, or the plural, if more than one Note is secured by this Mortgage),
together with interest thereon and all other sums of money secured hereby as
hereinafter provided, the MORTGAGOR does grant, bargain, sell, alien, remise,
release, convey, and confirm unto the BANK in fee simple, the following
described real estate, of which the MORTGAGOR is now seized and possessed, and
in actual possession, situate in the County of Marion, State of Florida, to-wit:


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


         THIS IS AN OPEN FIRST MORTGAGE IN THE TOTAL AMOUNT OF $1,573,000.00
GIVEN TO SECURE ANY PRESENT OR FUTURE OBLIGATIONS OF BORROWER.

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

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




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

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

         PROVIDED ALWAYS that if the BORROWER shall pay unto the BANK the sum of
money aggregating to EIGHT MILLION TWO HUNDRED TWENTY ONE THOUSAND AND NO/100
DOLLARS ($8,221,000.00, evidenced by the PROMISSORY NOTE hereinbefore referred
to, as well as any renewals, modifications and extensions thereof, together with
all sums secured hereby and shall pay all other sums provided to be paid by this
Mortgage, and shall perform, comply with and abide by all the stipulations,
agreements, conditions and covenants of said PROMISSORY NOTE, of this Mortgage,
and of all the related loan documents delivered to the BANK in connection with
the loan secured hereby (collectively the "Loan Documents"), the estate hereby
created shall cease and be null and void.

         AND THE MORTGAGOR AND/OR BORROWER DO HEREBY FURTHER COVENANT AND AGREE
AS FOLLOWS:

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

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

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



                                       2


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

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

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

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

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

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

         MORTGAGOR, BORROWER, AND BANK FURTHER AGREE TO THE FOLLOWING:



                                       3


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

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

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

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

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



                                       4


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

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

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

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

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

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

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



                                       5


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

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

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

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

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

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



                                       6


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

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

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

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

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

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

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


                                       7


         protect the lien and interest of the BANK in the mortgaged property;
         and

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

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

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

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

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

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

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



                                       8


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

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

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

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

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

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

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

41)  Acceptance by the BANK of any payment which is less than full payment of
     all amounts due and payable at the time of such payment, even if made by
     one other than the obligor, shall not constitute a waiver of the



                                       9


     MORTGAGEE'S right to exercise its option to declare the whole of the
     principal sum then remaining unpaid, together with all accrued interest
     thereon, immediately due and payable without notice, or any other rights of
     the BANK except as to the extent otherwise provided by law.

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

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

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

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

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

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



                                       10


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

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

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

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

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

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

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

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

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



                                       11


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

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

50)  Mortgagor agrees it will fully perform, comply with and abide by each and
     every one of the terms, covenants and agreements contained and set forth in
     the certain Mortgage Loan Commitment by and between the parties hereto,
     dated November 12, 2002, accepted November 27, 2002, together with any
     further modifications or amendments thereof, relating to this Mortgage
     loan, executed copies of which are in the possession of the Mortgagor and
     Mortgagee. Any default under or breach by Mortgagor of said Mortgage Loan
     Commitment and amendments thereto, if any, or other loan documents shall,
     at the option of the Mortgagee, be an Event of Default under the terms of
     this Mortgage.

51)  In order to induce the BANK to make the loan, MORTGAGOR represents and
     warrants that: (a) except as previously or concurrently disclosed in
     writing to the BANK, there are no actions, suits or proceedings pending or
     threatened against or affecting any Mortgagor or any portion of the
     premises, or involving the validity or enforceability of this Mortgage or
     the priority of its lien, before any court of law or equity or any
     tribunal, administrative board or governmental authority, and no Mortgagor
     is in default under any other indebtedness or with respect to any order,
     writ, injunction, decree, judgment or demand of any court or any
     governmental authority; (b) the execution and delivery of the NOTE, this
     Mortgage and all other Loan Documents do not and shall not (i) violate any
     provisions of any law, rule, regulation, order, writ, judgment, injunction,
     decree, determination, or award applicable to any Mortgagor, nor (ii)
     result in a breach of, or constitute a default under any indenture, bond,
     mortgage, lease, instrument, credit agreement, undertaking, contract or
     other agreement to which any Mortgagor is a party or by which any of them
     or their respective properties may be bound or affected; (c) the NOTE, this
     Mortgage and all other Loan Documents constitute valid and binding
     obligations of the Mortgagor executing the same, enforceable against such
     Mortgagor in accordance with their respective terms; (d) all financial
     statements of the Mortgagors previously delivered to the BANK have been
     prepared in accordance with generally accepted accounting principles
     consistently applied and fairly present the correct respective financial
     conditions of the Mortgagor as of their respective dates, and the foregoing
     shall be true with respect to all financial statements of the Mortgagor
     delivered to Mortgagee hereafter; (e) there is no fact that the Mortgagor
     have not disclosed to the BANK in writing that could materially adversely
     affect their respective properties, businesses or financial conditions or
     the premises, or any other collateral for the Loan; (f) the Mortgagor have
     duly obtained all permits, licenses, approvals and consents from, and made
     all filings with ,any governmental authority (and the same have not lapsed
     nor been rescinded or revoked) which are necessary in connection with the
     execution or delivery or enforcement of this Mortgage or any other Loan
     Document or the performance of any Mortgagor's obligations thereunder; (g)
     the proceeds of the Loan are not being used to purchase or carry any
     "margin stock" within the meaning of the Regulation "U" of the Board of
     Governors of the Federal Reserve System, nor to extend credit to others for
     that purpose; and (h) each extension of credit secured by this Mortgage is
     exempt from the provisions of the Federal Consumers Credit Protection Act



                                       12


     (Truth-in-Lending Act) and Regulation "Z" of the Board of Governors of the
     Federal Reserve System, because Mortgagor is a person fully excluded
     therefrom, and/or because said extension of credit is only for business or
     commercial purposes of Mortgagor and is not being used for personal,
     family, household or agricultural purposes.
      Mortgagor acknowledges and agrees that the BANK is relying on the
     representations and warranties in this Mortgage and all other Loan
     Documents as a precondition to making the Loan, and that all such
     representations and warranties shall survive the closing of the Loan and
     any bankruptcy proceedings.

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

53)  THE BANK AND THE MORTGAGOR HEREBY KNOWINGLY, VOLUNTARILY AND INTELLIGENTLY
     WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY
     LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH
     THIS DOCUMENT, AND/OR ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN
     CONJUNCTION HEREWITH, AND/OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
     STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY MADE
     BEFORE, DURING, OR AFTER THE EXECUTION OF THIS DOCUMENT. THIS WAIVER
     APPLIES IN THE EVENT ANY OTHER PARTIES INSTITUTE, JOIN, OR DEFEND ANY
     LITIGATION. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE BANK EXTENDING
     CREDIT TO BORROWER. IT IS EXPRESSLY AGREED THAT NO PARTY OR ENTITY HAS
     REPRESENTED THAT THIS WAIVER WILL NOT BE ENFORCED.

54)  VENUE AND JURISDICTION SHALL BE IN MARION COUNTY, FLORIDA, FOR ANY
     AFFIRMATIVE OR DEFENSIVE LEGAL PROCEEDINGS IN CONNECTION WITH THIS DOCUMENT
     AND/OR ANY OTHER DOCUMENT SIGNED BY THE MORTGAGOR IN FAVOR OF THE BANK.


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

Signed, sealed, and deliver                 ORIOLE AT STONECREST, INC.,
in the presence of:                         a Florida corporation.
                                            6400 Congress Avenue, #2000
                                            Boca Raton, FL    33487-2850

/s/ SUSAN V. SPRAGG                         BY:  /s/ MARK A. LEVY
- --------------------------                      -------------------------------
Susan V. Spragg                                    MARK A. LEVY, PRESIDENT

/s/ JEANNETTE CALDERONE                     ATTEST: /s/ JOSEPH PIVINSKI
- --------------------------                          ---------------------------
Jeannette Calderone                                 JOSEPH PIVINSKI,
                                                    ASST. SECRETARY


                                       13




STATE OF FLORIDA           }
                           }  ss:
COUNTY OF PALM BEACH       }



         THE FOREGOING instrument was acknowledged before me this 29th day of
January, 2003, by MARK A. LEVY AND JOSEPH PIVINSKI, as President and Asst.
Secretary, respectively, of ORIOLE AT STONECREST, INC., a Florida corporation,
on behalf of the corporation. They have produced Florida drivers' licenses as
identification.




                                               /s/ MARLENE DIAZ
                                               ------------------------------
                                              NOTARY PUBLIC, STATE OF FLORIDA
                                              Print Name: MARLENE DIAZ
My Commission Expires:                                    -------------------
August 26, 2005


                                       14

EX-10

                                                                      EXHIBIT 10

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




                                  MORTGAGE DEED
                             AND SECURITY AGREEMENT


         THIS MORTGAGE DEED, executed this 29th day of January, 2003, by and
between ORIOLE AT STONECREST, INC., A FLORIDA CORPORATION, hereinafter called
the MORTGAGOR, which term as used in every instance shall include the
Mortgagor's heirs, executors, administrators, successors, legal representatives
and assigns, either voluntary by act of the parties, or involuntary by operation
of law, and shall denote the singular and/or plural, and the masculine and/or
feminine and natural and/or artificial persons, whenever and wherever the
context so requires or admits, party of the first part, in favor of OCEAN BANK,
a state banking corporation, its successors and assigns, hereinafter called the
BANK,

         WITNESSETH, that for divers good and valuable considerations, and to
secure the payment of those certain promissory notes in the total amount of
SEVEN MILLION ONE HUNDRED EIGHTY EIGHT THOUSAND ONE HUNDRED SIXTY THREE AND
NO/100 DOLLARS ($7,188,163.00), executed by the MORTGAGOR and ORIOLE HOMES
CORP., a Florida corporation, hereinafter collectively referred to as BORROWER,
as the context so requires, in favor of the BANK (the term PROMISSORY NOTE as
hereafter used shall denote the singular, if one Note, or the plural, if more
than one Note is secured by this Mortgage), together with interest thereon and
all other sums of money secured hereby as hereinafter provided, the MORTGAGOR
does grant, bargain, sell, alien, remise, release, convey, and confirm unto the
BANK in fee simple, the following described real estate, of which the MORTGAGOR
is now seized and possessed, and in actual possession, situate in the County of
Marion, State of Florida, to-wit:


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



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

         THIS IS AN OPEN FIRST MORTGAGE IN THE TOTAL AMOUNT OF $7,188,163.00
GIVEN TO SECURE ANY PRESENT OR FUTURE OBLIGATIONS OF BORROWER.

         TOGETHER with all structures and improvements now and hereafter on said
land, and the fixtures attached thereto; and the easements, riparian and
littoral rights and appurtenances thereunto belonging, or in any wise
appertaining; and all rents, issues, proceeds and profits accruing and to accrue
from said premises; and all gas and electric fixtures, heaters, air conditioning
equipment, machinery, boilers, ranges, elevators and motors, plumbing fixtures





and hardware, window screens, screen doors, venetian blinds, storm shutters and
awnings, pool pumps and motors and all other heating, cooking, refrigerating,
plumbing, cooling, ventilating, irrigating and power systems and appliances
which are now or may hereafter pertain to or be used with, in or on said
premises though they may be either detached or detachable.

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

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

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

         PROVIDED ALWAYS that if the BORROWER shall pay unto the BANK the sum of
money aggregating to SEVEN MILLION ONE HUNDRED EIGHTY EIGHT THOUSAND ONE HUNDRED
SIXTY THREE AND NO/100 DOLLARS ($7,188,163.00), evidenced by the PROMISSORY
NOTES hereinbefore referred to, as well as any renewals, modifications and
extensions thereof, together with all sums secured hereby and shall pay all
other sums provided to be paid by this Mortgage, and shall perform, comply with
and abide by all the stipulations, agreements, conditions and covenants of said
PROMISSORY NOTES, of this Mortgage, and of all the related loan documents
delivered to the BANK in connection with the loan secured hereby (collectively
the "Loan Documents"), the estate hereby created shall cease and be null and
void.

         AND THE MORTGAGOR AND/OR BORROWER DO HEREBY FURTHER COVENANT AND AGREE
AS FOLLOWS:

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

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


                                       2


     the payment of said taxes, assessments, levies, etc., immediately upon the
     payment thereof as required under this Paragraph. Any such amounts paid by
     the BANK pursuant to this paragraph shall be secured by this mortgage.

3)   To keep the buildings now or hereafter on said land and the fixtures and
     personal property therein contained insured with a company or companies
     approved by the BANK, against loss by fire, windstorm, and such other
     casualties, for such period and for not less that such amount as BANK may
     require, but in no event less that the outstanding principal sum of the
     PROMISSORY NOTES or the full insurable value of the improvements, and to
     pay promptly when due all premiums for such insurance. MORTGAGOR agrees to
     deliver renewal or replacement policies of any nature or replacement
     certificates of insurance to the BANK, at least ten (10) days prior to the
     expiration or anniversary date of the existing policies. The amounts of
     insurance required by the BANK shall be the minimum amounts for which said
     insurance shall be written and it shall be incumbent upon the MORTGAGOR to
     maintain such additional insurances as may be necessary to meet and comply
     fully with all co-insurance requirements contained in said policies to the
     end that MORTGAGOR is not a co-insuror thereunder.

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

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

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

6)   To pay all and singular the costs, fees, charges, and expenses of every
     kind, including the cost of an abstract of title to said lands found to be
     necessary or expedient in connection with any suit for the foreclosure of
     this Mortgage, and also including, whether the BANK is obligated to pay
     same or not, reasonable attorney's fees incurred or expended at any time by
     the BANK because of the failure of the MORTGAGOR to perform, comply with,
     and abide by all or any of the covenants, conditions, and stipulations of
     said PROMISSORY NOTES, or this Mortgage, in the foreclosure of this
     Mortgage, or in collecting the amount secured hereby with or without legal
     proceedings, or in enforcing the terms, conditions, and covenants of this



                                       3


     Mortgage with or without legal proceedings, and to reimburse the BANK for
     every payment made or incurred for any such purpose with interest from date
     of every such payment at the maximum default rate as provided in the
     PROMISSORY NOTES secured hereby; such payments and obligations, with
     interest thereon as aforesaid, shall be secured by the lien hereof.

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

         MORTGAGOR, BORROWER, AND BANK FURTHER AGREE TO THE FOLLOWING:

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

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

10)  In the event of a default in any of the terms of this Mortgage and/or the
     filing of a Complaint to foreclose this or any other mortgage encumbering
     the within described property, the BANK shall be entitled to apply at any
     time without notice, pending such foreclosure suit, to the Court having
     jurisdiction thereof for the appointment of a receiver of all and singular
     the mortgaged property, and of all the rents, incomes, profits, issues and
     revenues thereof, from whatsoever source derived; and thereupon it is
     hereby expressly covenanted and agreed that the Court shall forthwith
     appoint a receiver of said mortgaged property, all and singular, and of
     such rents, incomes, profits, issues and revenues thereof, from whatsoever



                                       4


     source derived, with the usual powers and duties of receivers in like
     cases; and such appointment shall be made by such Court as a matter of
     strict right to the BANK, and without reference to the adequacy or
     inadequacy of the value of the property hereby mortgaged, or to the
     solvency or the insolvency of the MORTGAGOR AND/OR BORROWER, and that such
     rents, profits, incomes, issues, and revenues shall be applied by such
     receiver to the payment of the mortgage indebtedness, costs, and charges,
     according to the order of such court.

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

12)  Except in the ordinary course of business and the payment to BANK of the
     applicable release prices, if all or any part of the property or an
     interest therein is sold, transferred, encumbered, or if there is a change
     in ownership of the mortgaged premises or of any property encumbered by
     this mortgage, or in the management, use and operation of the mortgaged
     premises or if there is a transfer or change of ownership of the property
     without BANK'S prior written consent, BANK may, at BANK'S option, declare
     all the sums secured by this Mortgage to be immediately due and payable.
     BANK shall have waived such option to accelerate if, prior to the sale,
     transfer, encumbrance, or change of ownership, BANK and the person to whom
     the property is to be sold, encumbered, or transferred reach agreement in
     writing that the credit of such person is satisfactory to BANK and that the
     interest payable on the sums secured by this Mortgage shall be at such rate
     as BANK shall request.

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

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

15)  If foreclosure proceedings are instituted on any mortgage inferior to this
     Mortgage or if any foreclosure proceeding is instituted on any lien of any
     kind, the BANK may at its option immediately or thereafter declare this
     Mortgage and the indebtedness secured hereby, due and payable. If there is
     any mortgage superior to this Mortgage, then failure to pay said mortgage
     when due and in accordance with its terms or failure to abide by the terms



                                       5


     at its option, may immediately or thereafter declare this Mortgage and the
     indebtedness hereby secured, due, and payable. Any modification of any
     mortgage superior to this Mortgage or waiver of any principal or interest
     payments on any note or mortgage superior to this Mortgage, including but
     not limited to the granting and acceptance of future advances pursuant
     thereto, shall be deemed a breach of the terms and covenants of this
     Mortgage and the BANK hereof may at its option declare this Mortgage and
     the indebtedness secured hereby due and payable.

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

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

18)  The mailing of a written notice of demand, addressed to the owner of record
     of the mortgaged premises, directed to the said owner at the last address
     actually furnished to the BANK, and mailed by United States Certified Mail,
     Return Receipt Requested, shall be sufficient notice and demand in any case
     arising under this instrument and required by the provisions hereof or by
     law. Notice to BANK if required hereunder, shall be deemed properly given
     when forwarded by Certified Mail, Return Receipt Requested, with sufficient
     postage affixed thereto and addressed to BANK at 780 NW 42nd Avenue, Miami,
     Florida.

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

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

21)  MORTGAGOR does hereby agree to, protect, indemnify, defend and hold THE
     BANK and its directors, officers, agents, employees and attorneys harmless
     from and against any and all liability, loss, expense or damage of any kind
     or nature, including, without limitation, any liability or loss that may
     arise by reason of an incorrect legal description of the Property (Land),



                                       6


     and from any suits, proceedings, claims, demands or damages (including
     attorneys' fees and expenses paid or incurred in connection therewith)
     arising out of any event of default of MORTGAGOR in connection with THE
     NOTE, this Mortgage, the other Loan Documents or the Mortgaged Property.
     This indemnification shall survive the full payment and performance of the
     obligations.

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

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



                                       7


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

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

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

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

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

     a)  cause this Mortgage, and any security instrument creating a lien or
         evidencing the lien hereof upon the real and/or personal property and
         each instrument of further assurance to be filed, registered or
         recorded in such manner and in such places as may be required by any
         present or future law in order to publish notice of and to fully
         protect the lien and interest of the BANK in the mortgaged property;
         and

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

29)  The MORTGAGOR will pay, from time to time when the same shall become due,
     all claims and demands of mechanics, materialmen, laborers, and others
     which, if unpaid, might result in, or permit the creation of, a lien on the
     mortgaged property, whether paramount or subordinate to this Mortgage, or



                                       8


     any part thereof, or on the revenues, rents, issues, income and profits
     arising therefrom, and in general will do or cause to be done everything
     necessary so that the lien of this Mortgage shall be fully preserved, at
     the cost of the MORTGAGOR, without expense to the BANK.

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

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

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

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

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

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

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

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

37)  Any sum or sums which may be loaned or advanced by the BANK to the
     MORTGAGOR at any time during the term of this Mortgage or of the PROMISSORY
     NOTES secured hereby but within the time limit authorized by Florida law
     for making valid future advances, together with interest thereon at the
     rate agreed upon at the time of such loan or advance, shall be equally


                                       9


     secured with and have the same priority as the original indebtedness and be
     subject to all the terms and provisions of this Mortgage; provided, that
     the then aggregate amount of principal outstanding shall not exceed twenty
     times the original principal sum secured hereby.

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

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

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

41)  Acceptance by the BANK of any payment which is less than full payment of
     all amounts due and payable at the time of such payment, even if made by
     one other than the obligor, shall not constitute a waiver of the
     MORTGAGEE'S right to exercise its option to declare the whole of the
     principal sum then remaining unpaid, together with all accrued interest
     thereon, immediately due and payable without notice, or any other rights of
     the BANK except as to the extent otherwise provided by law.

42)  The rights of the BANK arising hereunder or allowed or permitted to the
     BANK by law, shall be separate, distinct and cumulative, and the selection
     of one remedy shall not preclude the selection of another or other remedies



                                       10


     until the BANK shall have recovered all sums due it, together with the
     appropriate interest thereon, and all costs of collections, including
     attorney's fees and appellate attorney's fees.

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

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

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

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

47)  TAX AND INSURANCE ESCROW: If this Mortgage or the PROMISSORY NOTES secured
     hereby are in default, and, if required by THE BANK, MORTGAGOR shall pay to
     THE BANK on the payment due date of each payment as provided in THE NOTES,
     any assessments or charges imposed upon the Mortgaged Property or any part
     thereof by any party, whether public or private, (hereinafter referred to
     as "Impositions") together with and in addition to such payments, a payment
     representing the amount of the Impositions and insurance premiums for such
     insurance as is required by THE BANK, next due on the Mortgaged Property in
     an amount sufficient, as estimated by THE BANK, to accumulate the sum
     required to pay such Impositions and insurance, as applicable, thirty (30)
     days prior to the due date thereof. Amounts held hereunder shall not be,
     nor be deemed to be, trust funds, but may be commingled with the general
     funds of THE BANK, and no interest shall be payable with respect thereto.
     Upon demand of THE BANK, MORTGAGOR shall deliver to THE BANK within ten
     (l0) days after such demand, such additional money as is necessary to make



                                       11


     up any deficiencies in amounts necessary to enable THE BANK to pay such
     Impositions and insurance premiums when due. In case of an even of default,
     THE BANK may apply any amount under this section remaining to MORTGAGOR'S
     credit to the reduction of THE NOTES, at such times and in such manner as
     THE BANK shall determine.

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

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

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

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

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

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

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

     MORTGAGOR'S obligations hereunder shall not be limited to any extent by the
     term of THE NOTES, and, as to any act or occurrence prior to payment in
     full and satisfaction of said NOTES which gives rise to liability
     hereunder, shall continue, survive and remain in full force and effect



                                       12


     notwithstanding foreclosure of this Mortgage, where THE BANK is the
     purchaser at the foreclosure sale, or delivery of a deed in lieu of
     foreclosure to THE BANK.

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

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

50)  Mortgagor agrees it will fully perform, comply with and abide by each and
     every one of the terms, covenants and agreements contained and set forth in
     the certain Mortgage Loan Commitment by and between the parties hereto,
     dated November 12, 2002, accepted November 27, 2002, together with any
     further modifications or amendments thereof, relating to this Mortgage
     loan, executed copies of which are in the possession of the Mortgagor and
     Mortgagee. Any default under or breach by Mortgagor of said Mortgage Loan
     Commitment and amendments thereto, if any, or other loan documents shall,
     at the option of the Mortgagee, be an Event of Default under the terms of
     this Mortgage.

51)  In order to induce the BANK to make the loan, MORTGAGOR represents and
     warrants that: (a) except as previously or concurrently disclosed in
     writing to the BANK, there are no actions, suits or proceedings pending or
     threatened against or affecting any Mortgagor or any portion of the
     premises, or involving the validity or enforceability of this Mortgage or
     the priority of its lien, before any court of law or equity or any
     tribunal, administrative board or governmental authority, and no Mortgagor
     is in default under any other indebtedness or with respect to any order,
     writ, injunction, decree, judgment or demand of any court or any
     governmental authority; (b) the execution and delivery of the Notes, this
     Mortgage and all other Loan Documents do not and shall not (i) violate any
     provisions of any law, rule, regulation, order, writ, judgment, injunction,
     decree, determination, or award applicable to any Mortgagor, nor (ii)
     result in a breach of, or constitute a default under any indenture, bond,
     mortgage, lease, instrument, credit agreement, undertaking, contract or
     other agreement to which any Mortgagor is a party or by which any of them
     or their respective properties may be bound or affected; (c) the Notes,
     this Mortgage and all other Loan Documents constitute valid and binding
     obligations of the Mortgagor executing the same, enforceable against such
     Mortgagor in accordance with their respective terms; (d) all financial
     statements of the Mortgagors previously delivered to the BANK have been
     prepared in accordance with generally accepted accounting principles
     consistently applied and fairly present the correct respective financial
     conditions of the Mortgagor as of their respective dates, and the foregoing
     shall be true with respect to all financial statements of the Mortgagor
     delivered to Mortgagee hereafter; (e) there is no fact that the Mortgagor
     have not disclosed to the BANK in writing that could materially adversely
     affect their respective properties, businesses or financial conditions or
     the premises, or any other collateral for the Loan; (f) the Mortgagor have
     duly obtained all permits, licenses, approvals and consents from, and made


                                       13


     all filings with, any governmental authority (and the same have not lapsed
     nor been rescinded or revoked) which are necessary in connection with the
     execution or delivery or enforcement of this Mortgage or any other Loan
     Document or the performance of any Mortgagor's obligations thereunder; (g)
     the proceeds of the Loan are not being used to purchase or carry any
     "margin stock" within the meaning of the Regulation "U" of the Board of
     Governors of the Federal Reserve System, nor to extend credit to others for
     that purpose; and (h) each extension of credit secured by this Mortgage is
     exempt from the provisions of the Federal Consumers Credit Protection Act
     (Truth-in-Lending Act) and Regulation "Z" of the Board of Governors of the
     Federal Reserve System, because Mortgagor is a person fully excluded
     therefrom, and/or because said extension of credit is only for business or
     commercial purposes of Mortgagor and is not being used for personal,
     family, household or agricultural purposes.
      Mortgagor acknowledges and agrees that the BANK is relying on the
     representations and warranties in this Mortgage and all other Loan
     Documents as a precondition to making the Loan, and that all such
     representations and warranties shall survive the closing of the Loan and
     any bankruptcy proceedings.

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

53)  THE BANK AND THE MORTGAGOR HEREBY KNOWINGLY, VOLUNTARILY AND INTELLIGENTLY
     WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY
     LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH
     THIS DOCUMENT, AND/OR ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN
     CONJUNCTION HEREWITH, AND/OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
     STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY MADE
     BEFORE, DURING, OR AFTER THE EXECUTION OF THIS DOCUMENT. THIS WAIVER
     APPLIES IN THE EVENT ANY OTHER PARTIES INSTITUTE, JOIN, OR DEFEND ANY
     LITIGATION. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE BANK EXTENDING
     CREDIT TO BORROWER. IT IS EXPRESSLY AGREED THAT NO PARTY OR ENTITY HAS
     REPRESENTED THAT THIS WAIVER WILL NOT BE ENFORCED.

54)  VENUE AND JURISDICTION SHALL BE IN MARION COUNTY, FLORIDA, FOR ANY
     AFFIRMATIVE OR DEFENSIVE LEGAL PROCEEDINGS IN CONNECTION WITH THIS DOCUMENT
     AND/OR ANY OTHER DOCUMENT SIGNED BY THE MORTGAGOR IN FAVOR OF THE BANK.




                                       14




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

Signed, sealed, and deliver              ORIOLE AT STONECREST, INC., a Florida
in the presence of:                      corporation.
                                         6400 Congress Avenue, #2000
                                         Boca Raton, FL    33487-2850

/s/ SUSAN V. SPRAGG                      BY: /s/ MARK A. LEVY
- ------------------------                     ---------------------------------
Susan V. Spragg                                  MARK A. LEVY, PRESIDENT

/s/ JEANNETTE CALDERONE                  ATTEST: /s/ JOSEPH PIVINSKI
- ------------------------                     ---------------------------------
Jeannette Calderone                              JOSEPH PIVINSKI,
                                                 ASST. SECRETARY

STATE OF FLORIDA           }
                           }  ss:
COUNTY OF PALM BEACH       }

         THE FOREGOING instrument was acknowledged before me this 29th day of
January, 2003, by MARK A. LEVY AND JOSEPH PIVINSKI, as President and Asst.
Secretary, respectively, of ORIOLE AT STONECREST, INC., a Florida corporation,
on behalf of the corporation. They have produced Florida drivers' licenses as
identification.




                                               /s/ MARLENE DIAZ
                                               --------------------------------
                                               NOTARY PUBLIC, STATE OF FLORIDA
                                               Print Name: MARLENE DIAZ
My Commission Expires:                                     ---------------------
August 26, 2005




                                       15

EX-11

                                                                      EXHIBIT 11


                      NAME: ORIOLE HOMES CORP., AND ORIOLE AT STONECREST, INC.,
                            BOTH FLORIDA CORPORATIONS.

                      Account No.
                                 ----------------------------------------------


                                PROMISSORY NOTE


$1,573,000.00                                                 Miami, Florida
                                                              January 29, 2003.

         FOR VALUE RECEIVED, the undersigned Maker promises to pay to the order
of Holder, OCEAN BANK, a Florida Banking Corporation, 780 N.W. 42nd Avenue,
Miami, Florida, 33126, the principal sum of ONE MILLION FIVE HUNDRED SEVENTY
THREE THOUSAND AND NO/100 DOLLARS ($1,573,000.00), or so much thereof as may be
disbursed, with interest from date at the rate of interest hereinafter
specified:

         Monthly payments of principal in the amount of $8,739.00, plus accrued
interest at the rate of ONE HALF OF ONE PERCENT (0.50%) PER ANNUM over the
prime rate as charged by CITIBANK, N.A., NEW YORK, NEW YORK, BUT IN NO EVENT
LESS THAN FIVE AND THREE QUARTERS PERCENT (5.75%) PER ANNUM. First payment to
commence thirty days from the date hereof and subsequent monthly payments
thereafter until thirty-six (36) months from the date hereof when the then
entire outstanding principal balance together with all accrued and unpaid
interest, if any, shall be due and payable. The interest rate in effect on this
Note may change as often as daily and an increase in the interest rate will
cause an increase in the interest payments.

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

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

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

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

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


                                                       Initials     MAL      JP


                                  Page 1 of 3

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

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

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

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

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

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

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

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

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

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

         HOLDER AND MAKER HEREBY KNOWINGLY, VOLUNTARILY AND INTELLIGENTLY WAIVE
THE RIGHT EITHER/ANY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION
BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS DOCUMENT,
AND/OR ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH,
AND/OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR
WRITTEN), LOANS, ACCOUNTS, CONTRACTS, DISCUSSIONS, AND/OR AGREEMENTS OF ANY
KIND, AND/OR ACTIONS OF EITHER/ANY PARTY MADE BEFORE, DURING, OR AFTER THE
EXECUTION OF THIS DOCUMENT. THIS WAIVER APPLIES IN THE EVENT ANY OTHER PARTIES
INSTITUTE, JOIN, OR DEFEND ANY LITIGATION. THIS PROVISION IS A MATERIAL
INDUCEMENT FOR HOLDER EXTENDING CREDIT TO MAKER. IT IS EXPRESSLY AGREED THAT NO
PARTY OR ENTITY HAS REPRESENTED THAT THIS WAIVER WILL NOT BE ENFORCED.


                                                       Initials     MAL      JP


                                  Page 2 of 3

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


                                    ORIOLE HOMES CORP., a Florida corporation.
                                    6400 Congress Avenue, Suite 2000
                                    Boca Raton, FL   33487

                                    By: /s/ Mark A. Levy
                                       ----------------------------------------
                                       MARK A. LEVY, PRESIDENT

                                    Attest: /s/ Joseph Pivinski
                                           ------------------------------------
                                           JOSEPH PIVINSKI,
                                           ASST. SECRETARY.


                                    ORIOLE AT STONECREST, INC., a Florida
                                    corporation.
                                    6400 Congress Avenue, Suite 2000
                                    Boca Raton, FL  33487

                                    By: /s/ Mark A. Levy
                                       ----------------------------------------
                                       MARK A. LEVY, PRESIDENT

                                    Attest: /s/ Joseph Pivinski
                                           ------------------------------------
                                           JOSEPH PIVINSKI,
                                           ASST. SECRETARY.

                              ACKNOWLEDGEMENT ONLY
STATE OF FLORIDA           :
                                            :
COUNTY OF PALM BEACH       :

         THE FOREGOING INSTRUMENT was acknowledged before me this 29th day of
January, 2003, by MARK A. LEVY AND JOSEPH PIVINSKI, as President and Asst.
Secretary, respectively, of ORIOLE HOMES CORP., and ORIOLE AT STONECREST, INC.,
both Florida corporations, on behalf of the corporations. They are personally
known to me.

My Commission Expires:                       /s/ Marlene Diaz
                                             ----------------------------------
                                             PRINT NAME: Marlene Diaz
August 26, 2005                              NOTARY PUBLIC, STATE OF FLORIDA.


                                                       Initials     MAL      JP


                                  Page 3 of 3

EX-12

                                                                      EXHIBIT 12


                        NAME:       ORIOLE HOMES CORP., AND ORIOLE AT
                                    STONECREST, INC., BOTH FLORIDA CORPORATIONS.

                        Account No. ____________________________________________


                                 PROMISSORY NOTE
                                 (NON-REVOLVER)

$4,188,163.00                                Miami, Florida
                                             January 29, 2003.

         FOR VALUE RECEIVED, the undersigned Maker promises to pay to the order
of Holder, OCEAN BANK, a Florida Banking Corporation, 780 N.W. 42nd Avenue,
Miami, Florida, 33126, the principal sum of FOUR MILLION ONE HUNDRED EIGHTY
EIGHT THOUSAND ONE HUNDRED SIXTY THREE AND NO/100 DOLLARS ($4,188,163.00), or so
much thereof as may be disbursed, with interest from date at the rate of
interest hereinafter specified:

         Monthly payments of interest only at the rate of ONE HALF OF ONE
PERCENT (0.50%) PER ANNUM over the prime rate as charged by CITIBANK, N.A., NEW
YORK, NEW YORK, BUT IN NO EVENT LESS THAN FIVE AND THREE QUARTERS PERCENT
(5.75%) PER ANNUM. First payment to commence thirty days from the date hereof
and subsequent monthly payments thereafter until thirty (30) months from the
date hereof when the then entire outstanding principal balance together with all
accrued and unpaid interest, if any, shall be due and payable. Provided that
this Note, or any of its supporting loan documents, are not in default, Maker
herein shall have the option to extend the maturity date specified herein for an
additional six (6) months upon payment to Holder of an extension fee equal to
one quarter of one percent (0.25% of 1%) of the then committed* amount (*the
then outstanding principal balance plus any un-disbursed loan funds). The
interest rate in effect on this Note may change as often as daily and an
increase in the interest rate will cause an increase in the interest payments.

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

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

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

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

         The Holder hereof shall have the optional right to declare the
principal sum disbursed hereunder and all accrued interest thereon to be due and
forthwith payable in advance of the maturity date fixed herein upon the failure
of the undersigned to pay, when due and failure to cure after ten (10) days
written notice to Maker, any one


                                                               INITIALS MAL  JP


                                  Page 1 of 3



of the installments of interest or, at the option of the Holder, upon the
occurrence of any other Event of Default by the undersigned in the Mortgage
securing this Note which is not cured within thirty (30) days after written
notice. Failure to exercise this option with respect to any failure or breach by
the undersigned shall not constitute a waiver of the right as to any subsequent
failure or breach.

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

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

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

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

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

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

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

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

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

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

         HOLDER AND MAKER HEREBY KNOWINGLY, VOLUNTARILY AND INTELLIGENTLY WAIVE
THE RIGHT EITHER/ANY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION
BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS DOCUMENT,
AND/OR ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, AND/OR
ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR
WRITTEN), LOANS, ACCOUNTS, CONTRACTS, DISCUSSIONS, AND/OR AGREEMENTS OF ANY
KIND, AND/OR ACTIONS OF EITHER/ANY PARTY MADE BEFORE, DURING, OR AFTER THE
EXECUTION OF THIS DOCUMENT. THIS WAIVER APPLIES IN THE EVENT ANY OTHER PARTIES
INSTITUTE, JOIN, OR DEFEND ANY


                                                               INITIALS MAL  JP


                                  Page 2 of 3



LITIGATION. THIS PROVISION IS A MATERIAL INDUCEMENT FOR HOLDER EXTENDING CREDIT
TO MAKER. IT IS EXPRESSLY AGREED THAT NO PARTY OR ENTITY HAS REPRESENTED THAT
THIS WAIVER WILL NOT BE ENFORCED.

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



                                      ORIOLE HOMES CORP., a Florida corporation.
                                      6400 Congress Avenue, Suite 2000
                                      Boca Raton, FL 33487

                                      By:  /s/ Mark A. Levy
                                         ---------------------------------------
                                         MARK A. LEVY, PRESIDENT

                                      Attest:  /s/ Joseph Pivinski
                                             -----------------------------------
                                               JOSEPH PIVINSKI,
                                               ASST. SECRETARY.


                                      ORIOLE AT STONECREST, INC., a Florida
                                      corporation.
                                      6400 Congress Avenue, Suite 2000
                                      Boca Raton, FL 33487

                                      By:  /s/ Mark A. Levy
                                         ---------------------------------------
                                         MARK A. LEVY, PRESIDENT



                                      Attest:  /s/ Joseph Pivinski
                                             -----------------------------------
                                             JOSEPH PIVINSKI, ASST.
                                               SECRETARY

                              ACKNOWLEDGEMENT ONLY


STATE OF FLORIDA        :
                              :
COUNTY OF PALM BEACH    :

         THE FOREGOING INSTRUMENT was acknowledged before me this 29th day of
January, 2003, by MARK A. LEVY AND JOSEPH PIVINSKI, as President and Asst.
Secretary, respectively, of ORIOLE HOMES CORP., and ORIOLE AT STONECREST, INC.,
both Florida corporations, on behalf of the corporations. They are personally
known to me.



My Commission Expires:                     /s/ Marlene Diaz
                                         ---------------------------------------
                                         PRINT NAME:  Marlene Diaz
                                                    ----------------------------
August 26, 2005                          NOTARY PUBLIC, STATE OF FLORIDA.




                                  Page 3 of 3

EX-13

                                                                      EXHIBIT 13


                        NAME:       ORIOLE HOMES CORP., AND ORIOLE AT
                                    STONECREST, INC., BOTH FLORIDA CORPORATIONS.

                        Account No. ____________________________________________


                                 PROMISSORY NOTE
                                   (REVOLVER)

$3,000,000.00                                 Miami, Florida
                                              January 29, 2003.

         FOR VALUE RECEIVED, the undersigned Maker promises to pay to the order
of Holder, OCEAN BANK, a Florida Banking Corporation, 780 N.W. 42nd Avenue,
Miami, Florida, 33126, the principal sum of THREE MILLION AND NO/100 DOLLARS
($3,000,000.00), or so much thereof as may be disbursed, with interest from date
at the rate of interest hereinafter specified:

         Monthly payments of interest only at the rate of ONE HALF OF ONE
PERCENT (0.50%) PER ANNUM over the prime rate as charged by CITIBANK, N.A., NEW
YORK, NEW YORK, BUT IN NO EVENT LESS THAN FIVE AND THREE QUARTERS PERCENT
(5.75%) PER ANNUM, as funds are disbursed from the construction loan account.
First payment to commence thirty days from the date hereof and subsequent
monthly payments thereafter until thirty (30) months from the date hereof when
the then entire outstanding principal balance together with all accrued and
unpaid interest, if any, shall be due and payable. Provided that this Note, or
any of its supporting loan documents, are not in default, Maker herein shall
have the option to extend the maturity date specified herein for an additional
six (6) months upon payment to Holder of an extension fee equal to one quarter
of one percent (0.25% of 1%) of the then committed* amount (*the then
outstanding principal balance plus any un-funded revolver availability). The
interest rate in effect on this Note may change as often as daily and an
increase in the interest rate will cause an increase in the interest payments.
Sums disbursed under this Note may be borrowed, repaid and re-borrowed from time
to time, provided that the maximum outstanding balance at any one time does not
exceed the face amount of this Note.

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

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

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

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


                                                               INITIALS MAL  JP

                                  Page 1 of 3



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

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

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

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

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

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

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

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

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

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

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

         HOLDER AND MAKER HEREBY KNOWINGLY, VOLUNTARILY AND INTELLIGENTLY WAIVE
THE RIGHT EITHER/ANY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION
BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS DOCUMENT,
AND/OR ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, AND/OR
ANY COURSE OF CONDUCT, COURSE OF DEALING,


                                                               INITIALS MAL  JP


                                  Page 2 of 3




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

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


                                      ORIOLE HOMES CORP., a Florida corporation.
                                      6400 Congress Avenue, Suite 2000
                                      Boca Raton, FL 33487

                                      By:  /s/ Mark A. Levy
                                         ---------------------------------------
                                         MARK A. LEVY, PRESIDENT

                                      Attest:  /s/ Joseph Pivinski
                                             -----------------------------------
                                               JOSEPH PIVINSKI,
                                               ASST. SECRETARY.


                                      ORIOLE AT STONECREST, INC., a Florida
                                      corporation.
                                      6400 Congress Avenue, # 2000
                                      Boca Raton, FL 33487

                                      By:  /s/ Mark A. Levy
                                         ---------------------------------------
                                         MARK A. LEVY, PRESIDENT



                                      Attest:  /s/ Joseph Pivinski
                                             -----------------------------------
                                             JOSEPH PIVINSKI, ASST.
                                               SECRETARY


                              ACKNOWLEDGEMENT ONLY

STATE OF FLORIDA      :
                             :
COUNTY OF PALM BEACH  :

         THE FOREGOING INSTRUMENT was acknowledged before me this 29th day of
January, 2003, by MARK A. LEVY AND JOSEPH PIVINSKI, as President and Asst.
Secretary, respectively, of ORIOLE HOMES CORP., and ORIOLE AT STONECREST, INC.,
both Florida corporations, on behalf of the corporations. They are personally
known to me.


My Commission Expires:                     /s/ Marlene Diaz
                                         ---------------------------------------
                                         PRINT NAME:  Marlene Diaz
                                                    ----------------------------
August 26, 2005                          NOTARY PUBLIC, STATE OF FLORIDA.



                                  Page 3 of 3