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                                                                   EXHIBIT 10.38


                             STOCK OPTION AGREEMENT
                                       FOR
                              NONEMPLOYEE DIRECTORS


         AGREEMENT dated this 10th day of May, 2001, between Oriole Homes Corp.,
a Florida corporation (hereinafter called the "Company"), and George R. Richards
(hereinafter called the "Eligible Director").

                              W I T N E S S E T H:

         WHEREAS, the Company's shareholders approved (on May 9, 1994) the
adoption of the 1994 Stock Option Plan for Nonemployee Directors (the "Plan")
pursuant to which each Eligible Director is entitled to receive a grant to
purchase 1,200 Shares per year, up to a maximum of 6,000 Shares:

         WHEREAS, the Company's Board of Directors approved (on May 12, 1999)
the adjustment of the maximum Shares pursuant to Article 7 of the 1994 Stock
Option Plan for Nonemployee Directors (the "Plan") each Eligible Director is now
entitled to a maximum of 12,000 Shares:

         WHEREAS, the Executive Committee of the Board of Directors of the
Company (the "Committee") has this day granted to each Eligible Director an
option to purchase 1,200 shares of Class B Common Stock, par value $.10 per
share, (the "Shares") of the Company, and at the option price, all as
hereinafter stated, such option to be exercisable not more than ten (10) years
after the date hereof; and

         WHEREAS, the Eligible Director is willing to accept said option and to
be bound by the terms and conditions thereof; and

         WHEREAS, the execution and delivery of this Agreement has been duly
authorized by the Board of Directors of the Company;

         NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants herein contained and other good and valuable considerations, the
receipt whereof is hereby acknowledged, the parties hereto, including to be
legally bound hereby, agree as follows:

                           GRANT OF OPTION: ADJUSTMENT
                           OF SHARES COVERED BY OPTION

         1.1 The Company hereby grants to the Eligible Director an option to
purchase from the Company, upon the terms and conditions hereinafter set forth,
1,200 shares of Class B Common Stock, par value $.10 per share (the "Shares"),
for a cash consideration of $2.80 per share.

         1.2 The number of Shares above stated, and the purchase price thereof,
may be subject to adjustment from time to time as provided herein.

                                     VESTING

         2.1 This option shall vest and become nonforfeitable on the day of the
Annual Meeting following the date hereof if the Eligible Director continues to
serve as a Director.

                               PAYMENTS FOR SHARES

         3.1 The option price of the shares to be purchased pursuant to each
exercise of the within option shall be paid to the Company by the Eligible
Director in full in cash or by bank certified, cashier's or personal check at
the time of exercise of the option.



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                               EXERCISE OF OPTION

         4.1 The within option may be exercised according to the following
schedule:

                  4.1.1 Fifty (50%) percent of the options granted become
exercisable on the date of the first Annual Meeting after the date hereof.

                  4.1.2 The remaining fifty (50%) percent of the options granted
become exercisable on the date of the second Annual Meeting after the date
hereof.

                                 TERM OF OPTION

         5.1 The options granted shall expire ten years from the date hereof,
but are subject to earlier termination as follows:

                  5.1.1 In the event of the termination of the optionee's
service as a Director, other than by reason of retirement, total and permanent
disability, or death, the options granted herein that have not been exercised
shall automatically expire on the effective date of termination.

                  5.1.2 In the event of termination of the optionee by reason of
retirement or total and permanent disability, all vested options shall become
exercisable to the full extent of the number of Shares remaining then
outstanding, regardless of whether such options were previously exercisable and
each such option shall expire four years after the date of such termination or
on the stated grant expiration date whichever is earlier.

                  5.1.3 In the event of the death of the optionee while he is
still a Director, vested options as per Section 2.1 hereof shall become
exercisable, to the full extent of Shares remaining covered by such options,
regardless of whether such options were previously exercisable and each such
option shall expire four years after the date of death of such optionee or on
the stated grant expiration, whichever is earlier.

                       RESTRICTIONS ON EXERCISE OF OPTION
                     AND SALE OF STOCK BY ELIGIBLE DIRECTOR

         6.1      The within option shall not be exercisable if:

                  (a) The exercise thereof will involve a violation of any
applicable federal or state securities law; or

                  (b) The exercise thereof will require registration under the
Securities Act of 1933, as amended, of the shares of stock or other securities
of the Company to be purchased by the Eligible Director pursuant to such
exercise.

         6.2 The Company hereby agrees to make such reasonable efforts to comply
with any applicable state securities law as the Committee of the Company shall
determine are reasonably necessary but such efforts shall not subject the
Company to unreasonable expense or hardship.

         6.3 At the time of any exercise of the within option, the Eligible
Director shall represent to and agree with the Company in writing that he is
acquiring the shares in respect of which the option is being exercised for the
purpose of investment and not with a view of distribution.

         6.4 The Eligible Director agrees that he will not sell or otherwise
dispose of any shares of stock or other securities of the Company purchased by
him pursuant to the exercise of all or any portion of the within option at any
time unless there is an effective Registration Statement in respect of such



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shares or other securities under the provisions of the Securities Act of 1933,
as amended, or counsel for the Company is reasonably satisfied that an exemption
from such registration provisions is available to the Company and the Eligible
Director.

                                  MISCELLANEOUS

         7.1 This Agreement shall be binding upon and inure to the benefit of
the Company and its successors and the Eligible Director and his executors,
administrators or personal representatives provided that the within option shall
be non-transferable by the Eligible Director otherwise than by will or by the
laws of descent and distribution, and during the lifetime of the Eligible
Director the option shall be exercisable only by him.

         7.2 In the event there are any changes in the capitalization of the
Company through merger, consolidation, recapitalization, stock dividend or other
change in the corporate or capital structure of the Company, appropriate
adjustments, as may seem equitable to the Committee shall be made in the number
of shares and the exercise price per share of the options to prevent dilution of
the rights granted hereunder.

         7.3 This Agreement shall be deemed to be made under and shall be
construed in accordance with the laws of the State of Florida.

         7.4 This Agreement shall become effective as of the date hereof and,
unless sooner terminated, shall remain in effect for a period of ten (10) years
from the date hereof. This Agreement may be terminated at any time by mutual
consent of the parties hereto, but no modification or amendment of this
Agreement shall become effective until such modification or amendment shall have
been approved by the Committee.

         IN WITNESS WHEREOF, the Company has caused this Stock Option Agreement
to be executed by its President or Vice President and the Eligible Director has
executed this Agreement, the day and year first above written.

                                              ORIOLE HOMES CORP.

                                              ----------------------------
                                              Richard D. Levy
                                              Chief Executive Officer



                                              ----------------------------
                                              George R. Richards, Director




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