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                                                                   EXHIBIT 10.64





                      NON-QUALIFIED STOCK OPTION AGREEMENT

                                 PURSUANT TO THE

                                BROOKE GROUP LTD.
                          1998 LONG-TERM INCENTIVE PLAN


                                    * * * * *

OPTIONEE:  Ronald S. Fulford

GRANT DATE:  November 24, 1999

PER SHARE EXERCISE PRICE:  $18.00

NUMBER OF OPTION SHARES SUBJECT TO THIS OPTION:  250,000


                                    * * * * *


                  THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this "Agreement"),
dated as of the Grant Date specified above, is entered into by and between
Brooke Group Ltd., a Delaware corporation (the "Company"), and the Optionee
specified above, pursuant to the Brooke Group Ltd. 1998 Long-Term Incentive
Plan, as in effect and as amended from time to time (the "Plan"); and

                  WHEREAS, it has been determined under the Plan that it would
be in the best interests of the Company to grant the non-qualified stock option
provided for herein to the Optionee (i) as an inducement to remain in the
employment of the Company (and/or one of its Subsidiaries), and (ii) as an
incentive for increased effort during such service;

                  NOW, THEREFORE, in consideration of the mutual covenants and
premises hereinafter set forth and for other good and valuable consideration,
the parties hereto hereby mutually covenant and agree as follows:

         1. INCORPORATION BY REFERENCE; PLAN DOCUMENT RECEIPT. This Agreement is
subject in all respects to the terms and provisions of the Plan (including,
without limitation, any amendments thereto adopted at any time and from time to
time if such amendments are expressly intended to apply to the grant of the
option hereunder), all of which terms and provisions are made a part of and
incorporated in this Agreement as if they were each expressly set forth herein.





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Any capitalized term not defined in this Agreement shall have the same meaning
as is ascribed thereto under the Plan. The Optionee hereby acknowledges receipt
of a true copy of the Plan and that the Optionee has read the Plan carefully and
fully understands its content. In the event of any conflict between the terms of
this Agreement and the terms of the Plan, the terms of the Plan shall control.

         2. GRANT OF OPTION. The Company hereby grants to the Optionee, as of
the Grant Date specified above, a non-qualified stock option (this "Option") to
acquire from the Company at the Per Share Exercise Price specified above the
aggregate number of shares of the Common Stock specified above (the "Option
Shares"). This Option is not to be treated as (and is not intended to qualify
as) an incentive stock option within the meaning of Section 422 of the Code.

         3. CASH PAYMENTS EQUIVALENT TO DIVIDENDS. The Optionee shall not be
entitled to receive a cash payment in respect of the Option Shares underlying
this Option on any dividend payment date for the Common Stock.

         4. EXERCISE OF THIS OPTION.

            4.1 Notwithstanding the provisions of Section 6.6 of the Plan,
unless otherwise determined by the Committee, this Option shall become
exercisable as to the aggregate number of shares of Common Stock underlying this
Option, as determined on the Date of Grant, as follows:

            o    25%, on December 31, 2001, provided the Optionee is then
                 employed by the Company and/or one of its Subsidiaries;

            o    62.5%, on December 31, 2002, provided the Optionee is
                 then employed by the Company and/or one of its
                 Subsidiaries; and

            o    100%, on December 31, 2003, provided the Optionee is
                 then employed by the Company and/or one of its
                 Subsidiaries.

However, any then unexercised portion of this Option shall immediately become
exercisable upon the termination of the Optionee's employment with the Company
and/or one of its Subsidiaries due to death or Disability.

            4.2 Unless earlier terminated in accordance with the terms and
provisions of the Plan and/or this Agreement, this Option shall expire and shall
no longer be exercisable after the expiration of ten years from the Date of
Grant (the "Option Period").

            4.3 In no event shall this Option be exercisable for a fractional
share of Common Stock.


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         5. METHOD OF EXERCISE AND PAYMENT. This Option shall be exercised by
the Optionee by delivering to the Secretary of the Company or his designated
agent on any business day (the "Exercise Date") a written notice, in such manner
and form as may be required by the Company, specifying the number of the Option
Shares the Optionee then desires to acquire (the "Exercise Notice"). The
Exercise Notice shall be accompanied by payment of the aggregate Per Share
Exercise Price for such number of the Option Shares to be acquired upon such
exercise. Such payment shall be made in the manner set forth in Section 6.5 of
the Plan.

         6. TERMINATION. Unless otherwise determined by the Committee, this
Option shall terminate and be of no force or effect in accordance with and to
the extent provided by the terms and provisions of Section 11 of the Plan. In
any event, this Option shall terminate upon the expiration of the Option Period.

         7. NON-TRANSFERABILITY. This Option, and any rights or interests
therein, shall not be sold, exchanged, transferred, assigned or otherwise
disposed of in any way at any time by the Optionee (or any beneficiary(ies) of
the Optionee), other than by testamentary disposition by the Optionee or the
laws of descent and distribution. This Option shall not be pledged, encumbered
or otherwise hypothecated in any way at any time by the Optionee (or any
beneficiary(ies) of the Optionee) and shall not be subject to execution,
attachment or similar legal process. Any attempt to sell, exchange, pledge,
transfer, assign, encumber or otherwise dispose of or hypothecate this Option,
or the levy of any execution, attachment or similar legal process upon this
Option, contrary to the terms of this Agreement and/or the Plan shall be null
and void and without legal force or effect. This Option shall be exercisable
during the Optionee's lifetime only by the Optionee.

         8. ENTIRE AGREEMENT; AMENDMENT. This Agreement contains the entire
agreement between the parties hereto with respect to the subject matter
contained herein, and supersedes all prior agreements or prior understandings,
whether written or oral, between the parties relating to such subject matter.
The Board or the Committee shall have the right, in its sole discretion, to
modify or amend this Agreement from time to time in accordance with and as
provided in the Plan; PROVIDED, HOWEVER, that no such modification or amendment
shall materially adversely affect the rights of the Optionee under this Option
without the consent of the Optionee. The Company shall give written notice to
the Optionee of any such modification or amendment of this Agreement as soon as
practicable after the adoption thereof. This Agreement may also be modified or
amended by a writing signed by both the Company and the Optionee.

         9. NOTICES. Any Exercise Notice or other notice which may be required
or permitted under this Agreement shall be in writing, and shall be delivered in
person or via facsimile transmission, overnight courier service or certified
mail, return receipt requested, postage prepaid, properly addressed as follows.

            9.1 If such notice is to the Company, to the attention of the
Secretary of Brooke Group Ltd., 100 S.E. Second Street, 32nd Floor, Miami,
Florida 33131 or at such other address as the Company, by notice to the
Optionee, shall designate in writing from time to time.



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            9.2 If such notice is to the Optionee, at his or her address as
shown on the Company's records, or at such other address as the Optionee, by
notice to the Company, shall designate in writing from time to time.

         10. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, without reference to the
principles of conflict of laws thereof.

         11. COMPLIANCE WITH LAWS. The issuance of this Option (and the Option
Shares upon exercise of this Option) pursuant to this Agreement shall be subject
to, and shall comply with, any applicable requirements of any federal and state
securities laws, rules and regulations (including, without limitation, the
provisions of the Securities Act of 1933, the Exchange Act and the respective
rules and regulations promulgated thereunder) and any other law or regulation
applicable thereto. The Company shall not be obligated to issue this Option or
any of the Option Shares pursuant to this Agreement if any such issuance would
violate any such requirements.

         12. BINDING AGREEMENT; ASSIGNMENT. This Agreement shall inure to the
benefit of, be binding upon, and be enforceable by the Company and its
successors and assigns. The Optionee shall not assign any part of this Agreement
without the prior express written consent of the Company.

         13. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
shall constitute one and the same instrument.

         14. HEADINGS. The titles and headings of the various sections of this
Agreement have been inserted for convenience of reference only and shall not be
deemed to be a part of this Agreement.

         15. FURTHER ASSURANCES. Each party hereto shall do and perform (or
shall cause to be done and performed) all such further acts and shall execute
and deliver all such other agreements, certificates, instruments and documents
as any party hereto reasonably may request in order to carry out the intent and
accomplish the purposes of this Agreement and the Plan and the consummation of
the transactions contemplated thereunder.

         16. SEVERABILITY. The invalidity or unenforceability of any provisions
of this Agreement in any jurisdiction shall not affect the validity, legality or
enforceability of the remainder of this Agreement in such jurisdiction or the
validity, legality or enforceability of any provision of this Agreement in any
other jurisdiction, it being intended that all rights and obligations of the
parties hereunder shall be enforceable to the fullest extent permitted by law.




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         IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officer, and the Optionee has hereunto set his
hand, all as of the Date of Grant specified above.

                                            BROOKE GROUP LTD.



                                            By: /s/ Richard J. Lampen
                                                ------------------------
                                                Richard J. Lampen
                                                Executive Vice President



                                            OPTIONEE:



                                            /s/ Ronald S. Fulford
                                            ----------------------------
                                            Ronald S. Fulford








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