HOMEFED CORP
EXHIBIT 10.36 AMEND TO DEVELOP. MAN. AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>amenddevman.txt
<DESCRIPTION>EXHIBIT 10.36 AMEND TO DEVELOP. MAN. AGREEMENT
<TEXT>



                                                                Exhibit 10.36






                  AMENDMENT TO DEVELOPMENT MANAGEMENT AGREEMENT


                  THIS AMENDMENT dated as of October 21, 2002 (the "Amendment")
to the Development Management Agreement (the "Agreement") dated as of August 14,
1998, by and between San Elijo Hills Development Company, LLC, a Delaware
limited liability company (the "Owner"), formerly known as Provence Hills
Development Company, LLC, and HomeFed Corporation, a Delaware corporation (the
"Development Manager"). All capitalized terms not otherwise defined herein shall
have the meanings given to such terms in the Agreement.

                  WHEREAS, pursuant to the Agreement, the Development Manager is
entitled to receive from Owner a Project Management Fee, a Field Overhead Fee, a
Marketing and Advertising Fee and a Success Fee; and

                  WHEREAS, pursuant to a Stock Purchase Agreement dated as of
October 21, 2002, the Development Manager purchased (the "Acquisition") from
Leucadia National Corporation all of the issued and outstanding shares of
capital stock of CDS Holding Corporation, a Delaware corporation, which is the
indirect parent of the Owner; and

                  WHEREAS, Owner and Development Manager (the "Parties") wish to
amend the Agreement to terminate the Success Fee as of the date of the
Acquisition.

                  NOW, THEREFORE, in consideration of the foregoing premises and
the mutual promises and obligations contained herein, the Parties hereto hereby
agree as follows, to become effective as of October 21, 2002:

                 1.(a) The  definition  of "Project  Costs" in Article I of the
Agreement  is hereby  amended by deleting  the phrase "the Success Fee" from the
second sentence thereof.

                   (b) Article I of the Agreement is hereby  amended by deleting
the definition of "Success Fee" in its entirety.

                   (c) Article IV,  Section  4.2, is hereby  amended by deleting
the words "and the Success Fee" from the second sentence thereof.

                   (d) Article  VII,  Section  7.1,  is hereby  amended  in its
entirety to read as follows:

               7.1 Fees to Development Manager. In consideration of its services
hereunder,  Development  Manager  shall be entitled to payment from Owner of the
Project Management Fee, the Field Overhead Fee and the Marketing and Advertising
Fee as provided in this Article.

                  (e)  Article VII is hereby  amended by deleting Section 7.6 in
its entirety.

                  (f)  Article  IX,  Section  9.2.2,  is hereby  amended  in its
entirety to read as follows:

            9.2.2  The accrued  but  unpaid   portion  of  the   Development
Management  Fee. The accrued  Development  Management Fee shall only include the
fee for sales to Buyers that have  already  closed  escrow or that are in escrow
for sale on the  Termination  Date and  actually  close  pursuant to such escrow
within 120 days after the Termination  Date. Within one hundred fifty (150) days
after  the  Termination  Date,  Owner  shall  pay  to  Development  Manager  any
Development Management Fee payable to Development Manager or Development Manager
shall pay to Owner any  overpayment in the  Development  Management  Fee. To the
extent that any advances of the  Development  Management Fee paid to Development
Manager  pursuant to Section  7.5 exceed the amount of the  accrued  Development
Management  Fee  as of  the  Termination  Date  as  provided  in  this  Section,
Development  Manager will repay to Owner such excess amount of the advances upon
termination of this Agreement.

               2. All other terms and  conditions of the Agreement  shall remain
in full force and effect.


<PAGE>

               3. For purposes of this Amendment, notices will be deemed to have
been given upon personal delivery thereof,  three (3) Business Days after having
been  deposited  in  the  United  States  mail,  postage  prepaid  and  properly
addressed,  one (1) Business  Day after  having been sent by Federal  Express or
other  similar  overnight  delivery  service  or  upon  confirmation  if sent by
facsimile.  Any party  hereto may from time to time,  by  written  notice to the
other,  designate a different address which shall be substituted for the one set
forth below.

                           Owner:      San Elijo Hills Development Company, LLC
                                       1903 Wright Place, Suite 280
                                       Carlsbad, CA 92008
                                       Attention: Paul J. Borden
                                       Facsimile: (760) 918-8210
                                       Telephone: (760) 918-8200

                  With a copy to:      Pillsbury Winthrop LLP
                                       11682 El Camino Real
                                       Suite 200
                                       San Diego, CA 92130
                                       Attention: K. Michael Garrett
                                       Facsimile: (858) 509-4010
                                       Telephone: (858) 509-4019

             Development Manager:      HomeFed Corporation
                                       1903 Wright Place, Suite 220
                                       Carlsbad, CA 92008
                                       Attention: Paul J. Borden
                                       Facsimile: (760) 918-8210
                                       Telephone: (760) 918-8200

                  With a copy to:      Pillsbury Winthrop LLP
                                       11682 El Camino Real
                                       Suite 200
                                       San Diego, CA 92130
                                       Attention: K. Michael Garrett
                                       Facsimile: (858) 509-4010
                                       Telephone: (858) 509-4019

      With an additional copy to:      Weil, Gotshal & Manges LLP
                                       767 Fifth Avenue
                                       New York, NY  10153
                                       Attention: Andrea A. Bernstein
                                       Facsimile: (212) 310-8528
                                       Telephone: (212) 310-8007

               4. This Amendment may be executed in any number of  counterparts,
and  each of such  counterparts  for  all  purposes  shall  be  deemed  to be an
original,  and all of  such  counterparts  should  constitute  one and the  same
agreement.

               5.  This  Amendment  shall  be  governed  by,  and  construed  in
accordance  with,  the laws of the State of  California,  without  reference  to
choice of law principles,  including all matters of  construction,  validity and
performance, and shall be binding upon the successors and assigns of the parties
hereto.


                  IN WITNESS WHEREOF, this Amendment has been executed by the
Parties as of the date and year first above written.

                                SAN ELIJO HILLS DEVELOPMENT COMPANY, LLC


                                By:   /s/ Curt R. Noland
                                      ----------------------------------------
                                      Name:  Curt R. Noland
                                      Title: Vice President


                                HOMEFED CORPORATION


                                By:   /s/ Paul J. Borden
                                      ----------------------------------------
                                      Name:   Paul J. Borden
                                      Title:  President



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