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                                                                   EXHIBIT 10.68

                               ORIOLE HOMES CORP.

                       AMENDMENT TO STOCK OPTION AGREEMENT


This Amendment to Stock Option Agreement for Nonemployee Directors dated as of
May 10, 2002 is between Oriole Homes Corp. (the "Company") and Maurice E.
Levenson (the "Optionee").

                                    RECITALS

A.       The Company and the Optionee are parties to a Stock Option Agreement
         for Nonemployee Directors dated August 8, 2001 with respect to an
         option to purchase 1,200 shares of the Company's Class B common stock,
         par value $.10 per share (the "Class B Common Stock").

B.       The Company and the Optionee have agreed to amend certain provisions of
         the Option Agreement.

         NOW THEREFORE, in consideration of the premises and covenants and
agreements herein contained, the parties agree as follows:

1.       Section 2.1 of the Option Agreement is amended in its entirety to read
         as follows:

         "2.1 This option shall vest and become nonforfeitable on the first
         anniversary of the date of this Stock Option Agreement if the Eligible
         Director continues to serve as a Director after such date."

2.       Section 4.1 of the Option Agreement is amended in its entirety to read
         as follows:

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

                  4.1.1 Fifty percent (50%) of the option becomes exercisable on
         the first anniversary of the date of this Stock Option Agreement.

                  4.1.2 The remaining fifty percent (50%) of the option becomes
         exercisable on the second anniversary of the date of this Stock Option
         Agreement."

3.       Except as provided in this Amendment, all of the terms of the Option
         Agreement remain in full force and effect.

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



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5.       This Amendment may be signed and executed in one or more counterparts,
         each of which shall be deemed an original and all of which together
         shall constitute one agreement.

6.       This Amendment is binding on the Company's successors and assigns. The
         Company agrees to require any person who purchases substantially all of
         its assets, or is a successor in interest to the Company, to assume its
         obligations under this Amendment.

         IN WITNESS WHEREOF, the Company has caused this Amendment to be
executed by its authorized officer and the Optionee has executed this Amendment
as of the date first above written.



                                   ORIOLE HOMES CORP.


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


                                   OPTIONEE:



                                   --------------------------------------------
                                   Maurice E. Levenson





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