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                                                                   EXHIBIT 10.65

                               ORIOLE HOMES CORP.

                                    AMENDMENT
                                       TO
                1994 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS


1.       AMENDMENT

         1.1 This Amendment to 1994 Stock Option Plan for Non-employee Directors
(the "Plan") of Oriole Homes Corp. (the "Company") is intended to revise the
provisions of the Plan with respect to grant size and date, vesting and
exercisability of an option granted pursuant to the Plan.

         1.2 Capitalized terms used in this Amendment will have the meanings
ascribed to them in the Plan.

2.       OPTION GRANT SIZE AND GRANT DATES

         Section 6.2 of the Plan is hereby amended in its entirety to read as
follows:

                  "An option to purchase up to 1,200 Shares (as adjusted
                  pursuant to Article 7) shall be granted to each Eligible
                  Director (i) immediately following the Annual Meeting (as
                  described in the Company's By-Laws) at which such Eligible
                  Director is first elected or the first Annual Meeting after
                  such Eligible Director is first appointed by the Board of
                  Directors to serve as a director and immediately following
                  each Annual Meeting thereafter, provided that the Eligible
                  Director is reelected to serve as a director at such Annual
                  Meeting; or in the event no Annual Meeting is held, (ii)
                  immediately following each period of twelve consecutive months
                  during which the Eligible Director has served as a Director,
                  or such shorter period as the Board of Directors may determine
                  in its discretion (the "Grants")."

3.       OPTION EXERCISE PRICE

         Section 6.3 of the Plan is hereby amended in its entirety to read as
follows:

                  "The option exercise price per share shall be the Closing
                  Price of the Common Stock on the American Stock Exchange, or
                  such other domestic exchange, automated quotation system or
                  other over-the-counter market (including the OTC Bulletin
                  Board or The Pink Sheets, Inc.) on which the Common Stock is
                  then traded, on the business day immediately preceding the
                  date of grant (the "Grant Date") of such option, or if the
                  Common Stock is delisted from all domestic stock exchanges and



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                  is no longer traded in an over-the-counter market, the fair
                  market value per share of the Common Stock as determined by
                  the Company's Board of Directors in its sole discretion."


4.       VESTING; EXERCISABILITY

         Section 6.4 of the Plan is hereby amended in its entirety to read as
follows:

                  "An option shall vest and become nonforfeitable on the first
                  anniversary of the Grant Date of such option, provided that
                  the optionee has continued to serve as a Director until the
                  Vesting Date. An option shall thereafter become exercisable,
                  subject to Section 6.7, according to the following schedule:

    PORTION OF OPTION GRANT THAT          DAY ON WHICH PORTION
         BECOMES EXERCISABLE              BECOMES EXERCISABLE
    ----------------------------          --------------------

              50%                      First Anniversary of the Grant Date

        Additional 50%                 Second anniversary of the Grant Date"



         IN WITNESS WHEREOF, this Amendment to 1994 Stock Option Plan for
Non-employee Directors has been executed on behalf of the Company effective as
of May 10, 2002.

                                              ORIOLE HOMES CORP.


                                              --------------------------------
                                              R.D. Levy, Chairman of the Board
                                                 and Chief  Executive Officer




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