C:\MYFILES\98K\EX10K.DOC EXHIBIT 10(k) SECOND AMENDMENT TO WASHINGTON HOMES EMPLOYEE STOCK OPTION PLAN WASHINGTON HOMES, INC. (the "Company") hereby adopts this SECOND AMENDMENT (the "Amendment") to the WASHINGTON HOMES EMPLOYEE STOCK OPTION PLAN (the "Plan"), as of November 20, 1997, as set forth herein. WHEREAS, the Company adopted the Plan effective as of September 17, 1992; WHEREAS, the Company amended the Plan effective as of November 15, 1992, to increase the maximum number of shares of the Company's Common Stock which may be issued pursuant to option granted under the Plan, to 500,000 shares, subject to adjustment upon changes in capitalization of the Company; and WHEREAS, the Company wishes to again amend the Plan to increase the number of shares of the Company's Common Stock, which may be issued pursuant to options granted under the Plan from 500,000 to 1,000,000 shares, subject to adjustment upon changes in capitalization of the Company; and WHEREAS, the Board of Directors of the Company approved the Amendment to the Plan at a meeting of the Board on July 18, 1997, subject to the approval of the Shareholders; and WHEREAS, the Company presented the Amendment to the Shareholders of the Company at the 1997 Annual Meeting of the Shareholders at which Shareholders have voted on and duly approved such Amendment. NOW THEREFORE, the Company hereby amends the Plan as follows: 1. Section 3. of the Plan shall be replaced with the following Section 3.: "Section 3. Number of Shares Available for Options. An aggregate maximum of 1,000,000 Shares may be issued under Options pursuant to the Plan, subject to adjustment upon changes in capitalization pursuant to Section 9. Shares subject to Options that have lapsed unexercised may again be offered under Options, but Shares that have been issued under Options and reacquired by the Company shall not again be offered under Options." 2. All other terms, conditions, and provisions of the Plan shall remain unchanged. The signature block appears on the next page. IN WITNESS WHEREOF, the President of the Company has executed this Amendment as of the day and year first above written. WASHINGTON HOMES, INC. By: Geaton A. DeCesaris, Jr., President