<SUBMISSION>
<ACCESSION-NUMBER>0001299933-08-006086
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>16
<PERIOD>20081222
<ITEMS>5.02
<ITEMS>9.01
<FILING-DATE>20081230
<DATE-OF-FILING-DATE-CHANGE>20081230
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>AVATAR HOLDINGS INC
<CIK>0000039677
<ASSIGNED-SIC>1531
<IRS-NUMBER>231739078
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>001-07395
<FILM-NUMBER>081275349
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>201 ALHAMBRA CIRCLE
<CITY>CORAL GABLES
<STATE>FL
<ZIP>33134
<PHONE>3054427000
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>201 ALHAMBRA CIRCLE
<CITY>CORAL GABLES
<STATE>FL
<ZIP>33134
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>GAC CORP /DE/
<DATE-CHANGED>19801023
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>GENERAL ACCEPTANCE CORP
<DATE-CHANGED>19710208
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>htm_30625.htm
<DESCRIPTION>LIVE FILING
<TEXT>
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<TITLE> Avatar Holdings Inc. (Form: 8-K) </TITLE>
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		UNITED STATES<BR>
	SECURITIES AND EXCHANGE COMMISSION
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	WASHINGTON, D.C. 20549
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	FORM 8-K
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	CURRENT REPORT
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	Pursuant to Section&nbsp;13 or 15(d) of the Securities Exchange Act of 1934
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	Date of Report (Date of Earliest Event Reported):
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	December 22, 2008
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	Avatar Holdings Inc.
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<BR>__________________________________________<BR>
	(Exact name of registrant as specified in its charter)
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	Delaware
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	001-07395
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	231739078
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_____________________<BR>
	(State or other jurisdiction
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_____________<BR>
	(Commission
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______________<BR>
	(I.R.S. Employer
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	of incorporation)
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	File Number)
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	Identification No.)
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	201 Alhambra Circle, Coral Gables, Florida
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	33134
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_________________________________<BR>
	(Address of principal executive offices)
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	&nbsp;
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___________<BR>
	(Zip Code)
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	Registrant&#146;s telephone number, including area code:
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	1-305-442-7000
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	Not Applicable
<BR>______________________________________________<BR>
	Former name or former address, if changed since last report
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	&nbsp;
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:</FONT>
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[&nbsp;&nbsp;]&nbsp;&nbsp;Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))<br>
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	Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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5.02(e)<br><br>On December 22, 2008, Avatar Holdings Inc. (the "Registrant") entered into an amended and restated restricted stock unit agreement ("Amended RSU Agreement") with, among others, each of the following executives (each, an "Executive"):  Gerald D. Kelfer, the Registrant&#x2019;s President and Chief Executive Officer; Jonathan Fels, President of the Registrant&#x2019;s wholly-owned subsidiary, Avatar Properties Inc.; Michael F. Levy, Executive Vice President and Chief Operating Officer of Avatar Properties Inc.; and Patricia K. Fletcher, the Registrant&#x2019;s Executive Vice President and General Counsel.<br><br>Each Executive&#x2019;s Amended RSU Agreement amends and restates a prior restricted stock unit agreement (listed below) and consolidates several of these original agreements having different "Hurdle Price Conditions" (as defined in the original agreements) into a single agreement.  In each case, the Hurdle Price Condition of the original agreement had been satisfied previously.<br><br>&#x2022;	Mr. Kelfer:  three original agreements, dated April 15, 2005, for 30,000 Units each, with a vesting date* of June 30, 2011, at Hurdle Price Conditions of $65.00, $72.50 and $80.00.<br><br>&#x2022;	Mr. Fels:  three original agreements, dated April 15, 2005, for 25,000 Units each, with a vesting date* of December 31, 2010, at Hurdle Price Conditions of $65.00, $72.50 and $80.00.<br><br>&#x2022;	Mr. Levy:  three original agreements, dated April 15, 2005, for 25,000 Units each, with a vesting date* of December 31, 2010, at Hurdle Price Conditions of $65.00, $72.50 and $80.00.<br><br>&#x2022;	Ms. Fletcher:  original agreement, dated November 8, 2006, for 18,900 Units, with a vesting date* of December 31, 2009, at a Hurdle Price Condition of $72.50.<br>______________________________<br>*	 Subject to earlier vesting or forfeiture, as described in the applicable agreement.<br>______________________________<br><br>Pursuant to each Executive&#x2019;s Amended RSU Agreement:<br><br>&#x2022;	the performance conditioned restricted stock units ("Units") previously granted to the Executive pursuant to the original agreement were converted into an equal number of shares of common stock of the Registrant, subject to the terms, conditions and restrictions of the Amended RSU Agreement ("Restricted Stock"); and<br><br>&#x2022;	the Executive agreed to make an I.R.C. Section 83(b) election with respect to all the shares of Restricted Stock; and<br><br>&#x2022;	the Registrant agreed to vest a number of shares of Restricted Stock having a value approximately equal to the tax withholding amount required as a result of the Section 83(b) election, at the employer&#x2019;s minimum statutory withholding rates applicable to the Executive, and such shares would be withheld by Registrant.<br><br>The terms, conditions and restrictions of the Restricted Stock, including the vesting and forfeiture provisions, under the Amended RSU Agreements are otherwise substantially the same as those that were applicable to the Units under the original agreements except that the Executive, as an owner of Restricted Stock, generally will have the rights of a common stockholder of the Registrant, including voting and dividend rights (except that dividends on unvested shares of Restricted Stock generally are forfeited unless such shares ultimately vest).<br><br>Copies of the Amended RSU Agreements are filed as exhibits to this Form 8-K and incorporated herein by reference.<br><br>For purposes of complying with the documentary requirements of I.R.C. Section 409A, on December 22, 2008, the Registrant entered into amended and restated employment agreements, earnings participation agreements, and restricted stock unit agreements with, among others, Mr. Kelfer, Mr. Fels, Mr. Levy, Ms. Fletcher and Randy Kotler, the Registrant's Executive Vice President, Treasurer and Chief Financial Officer.  Copies of the amended and restated agreements are filed as exhibits to this Form 8-K and incorporated herein by reference.<br>
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	Item 9.01 Financial Statements and Exhibits.
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(d)  Exhibits<br><br>Exhibit No.       Description<br><br>10.1              Amended and Restated Restricted Stock Unit Agreement, dated December 22, 2008, between Avatar Holdings Inc. and Gerald D. Kelfer.<br><br>10.2              Amended and Restated Restricted Stock Unit Agreement, dated December 22, 2008, between Avatar Holdings Inc. and Jonathan Fels.<br><br>10.3              Amended and Restated Restricted Stock Unit Agreement, dated December 22, 2008, between Avatar Holdings Inc. and Michael Levy.<br><br>10.4              Amended and Restated Restricted Stock Unit Agreement, dated December 22, 2008, between Avatar Holdings Inc. and Patricia K. Fletcher.<br><br>10.5              Amended and Restated Employment Agreement, dated December 22, 2008, between Avatar Holdings Inc. and Gerald D. Kelfer.<br><br>10.6              Amended and Restated 2008-2010 Earnings Participation Award Agreement, dated December 22, 2008, between Avatar Holdings Inc. and Gerald D. Kelfer.<br><br>10.7              Amended and Restated Employment Agreement, dated December 22, 2008, between Avatar Properties Inc. and Jonathan Fels.<br><br>10.8              Amended and Restated 2008-2010 Earnings Participation Award Agreement, dated December 22, 2008, between Avatar Holdings Inc. and Jonathan Fels.<br><br>10.9              Amended and Restated Employment Agreement, dated December 22, 2008, between Avatar Properties Inc. and Michael Levy.<br><br>10.10             Amended and Restated 2008-2010 Earnings Participation Award Agreement, dated December 22, 2008, between Avatar Holdings Inc. and Michael Levy.<br><br>10.11             Amended and Restated Employment Agreement, dated December 22, 2008, between Avatar Holdings Inc. and Patricia K. Fletcher.<br><br>10.12             Amended and Restated Employment Agreement, dated December 22, 2008, between Avatar Holdings Inc. and Randy Kotler.<br><br>10.13             Amended and Restated Restricted Stock Unit Agreement, dated December 22, 2008, between Avatar Holdings Inc. and Randy Kotler (2,500 Units; hurdle price condition: $80.86).<br><br>10.14             Amended and Restated Restricted Stock Unit Agreement, dated December 22, 2008, between Avatar Holdings Inc. and Randy Kotler (2,500 Units; hurdle price condition $84.71).<br><br>10.15             Amended and Restated Restricted Stock Unit Agreement, dated December 22, 2008, between Avatar Holdings Inc. and Randy Kotler (2,500 Units; hurdle price condition $88.56).<br><br><br><br><br><br><br><br><br>
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	SIGNATURES
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	Pursuant to the requirements of the Securities Exchange Act of 1934, the
	registrant has duly caused this report to be signed on its behalf by the
	undersigned hereunto duly authorized.
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	Avatar Holdings Inc.
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	&nbsp;&nbsp;
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	December 30, 2008
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<I>
	By:
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<I>
	Juanita I. Kerrigan
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	Name: Juanita I. Kerrigan
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<I>
	Title: Vice President and Secretary
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	Exhibit&nbsp;Index
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	Exhibit No.
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	Description
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	10.1
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	&nbsp;
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Amended and Restated 2008-2010 Earnings Participation Award Agreement, dated December 22, 2008, between Avatar Holdings Inc. and Gerald D. Kelfer
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	10.2
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	&nbsp;
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Amended and Restated Restricted Stock Agreement, dated December 22, 2008, between Avatar Holdings Inc. and Jonathan Fels
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	10.3
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Amended and Restated Restricted Stock Agreement, dated December 22, 2008, between Avatar Holdings Inc. and Michael Levy
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	10.4
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Amended and Restated Restricted Stock Agreement, dated December 22, 2008, between Avatar Holdings Inc. and Patricia K. Fletcher
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	10.5
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	&nbsp;
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Amended and Restated Employment Agreement, dated December 22, 2008, between Avatar Holdings Inc. and Gerald D. Kelfer
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	10.6
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	&nbsp;
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Amended and Restated 2008-2010 Earnings Participation Award Agreement, dated December 22, 2008, between Avatar Holdings Inc. and Gerald D. Kelfer
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	10.7
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	&nbsp;
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Amended and Restated Employment Agreement, dated December 22, 2008, between Avatar Holdings Inc. and Jonathan Fels
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	10.8
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<TD ALIGN="LEFT" VALIGN="TOP" WIDTH="77%">
<FONT SIZE="2">
Amended and Restated 2008-2010 Earnings Participation Award Agreement, dated December 22, 2008, between Avatar Holdings Inc. and Jonathan Fels
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD VALIGN="TOP" WIDTH="8%" nowrap>
<FONT SIZE="2">
<DIV ALIGN="LEFT">
	10.9
</DIV>
</FONT>
</TD>
<TD WIDTH="15%">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP" WIDTH="77%">
<FONT SIZE="2">
Amended and Restated Employment Agreement, dated December 22, 2008, between Avatar Holdings Inc. and Michael Levy
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD VALIGN="TOP" WIDTH="8%" nowrap>
<FONT SIZE="2">
<DIV ALIGN="LEFT">
	10.10
</DIV>
</FONT>
</TD>
<TD WIDTH="15%">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP" WIDTH="77%">
<FONT SIZE="2">
Amended and Restated 2008-2010 Earnings Participation Award Agreement, dated December 22, 2008, between Avatar Holdings Inc. and Michael Levy
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD VALIGN="TOP" WIDTH="8%" nowrap>
<FONT SIZE="2">
<DIV ALIGN="LEFT">
	10.11
</DIV>
</FONT>
</TD>
<TD WIDTH="15%">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP" WIDTH="77%">
<FONT SIZE="2">
Amended and Restated Employment Agreement, dated December 22, 2008, between Avatar Holdings Inc. and Patricia K. Fletcher
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD VALIGN="TOP" WIDTH="8%" nowrap>
<FONT SIZE="2">
<DIV ALIGN="LEFT">
	10.12
</DIV>
</FONT>
</TD>
<TD WIDTH="15%">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP" WIDTH="77%">
<FONT SIZE="2">
Amended and Restated Employment Agreement, dated December 22, 2008, between Avatar Holdings Inc. and Randy Kotler
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD VALIGN="TOP" WIDTH="8%" nowrap>
<FONT SIZE="2">
<DIV ALIGN="LEFT">
	10.13
</DIV>
</FONT>
</TD>
<TD WIDTH="15%">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP" WIDTH="77%">
<FONT SIZE="2">
Amended and Restated Restricted Stock Agreement, dated December 22, 2008, between Avatar Holdings Inc. and Randy Kotler (2,500 Units; hurdle price condition: $80.86)
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD VALIGN="TOP" WIDTH="8%" nowrap>
<FONT SIZE="2">
<DIV ALIGN="LEFT">
	10.14
</DIV>
</FONT>
</TD>
<TD WIDTH="15%">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP" WIDTH="77%">
<FONT SIZE="2">
Amended and Restated Restricted Stock Agreement, dated December 22, 2008, between Avatar Holdings Inc. and Randy Kotler (2,500 Units; hurdle price condition: $84.71)
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD VALIGN="TOP" WIDTH="8%" nowrap>
<FONT SIZE="2">
<DIV ALIGN="LEFT">
	10.15
</DIV>
</FONT>
</TD>
<TD WIDTH="15%">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP" WIDTH="77%">
<FONT SIZE="2">
Amended and Restated Restricted Stock Agreement, dated December 22, 2008, between Avatar Holdings Inc. and Randy Kotler (2,500 Units; hurdle price condition: $88.56)
</FONT>
</TD>
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</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>exhibit1.htm
<DESCRIPTION>EX-10.1
<TEXT>
<!DOCTYPE html PUBLIC "-//W3C//DTD HTML 3.2//EN">
<HTML>
<HEAD>
<TITLE> EX-10.1 </TITLE>
</HEAD>
<BODY TEXT="#000000" BGCOLOR="#FFFFFF" ALINK="#0000FF" HLINK="#FF0000" VLINK="#800080">

<BODY style="font-family: 'Times New Roman',Times,serif">


<P align="right" style="font-size: 10pt"><FONT style="font-size: 8pt"><B>EXHIBIT 10.1</B></FONT>



<P align="center" style="font-size: 8pt"><FONT style="font-size: 12pt"><B>AMENDED AND RESTATED RESTRICTED STOCK UNIT AGREEMENT</B></FONT>



<P align="left" style="font-size: 12pt; text-indent: 8%">This AMENDED AND RESTATED RESTRICTED STOCK UNIT AGREEMENT (&#147;<U>Agreement</U>&#148;) dated December
22, 2008, is made by and between Avatar Holdings Inc., a Delaware corporation (the
&#147;<U>Company</U>&#148;), and Gerald D. Kelfer (the &#147;<U>Participant</U>&#148;), and amends and restates in
their entirety and consolidates the three Restricted Stock Unit Agreements, by and between the
Company and the Participant, each dated April&nbsp;15, 2005 (each, an &#147;<U>Original Agreement</U>&#148; and
collectively, the &#147;<U>Original Agreements</U>&#148;) that specify a minimum price of $65.00 per share,
$72.50 per share and $80.00 per share, respectively, in the Hurdle Price Condition (as defined in
the respective Original Agreement).


<P align="center" style="font-size: 12pt">W I T N E S S E T H



<P align="left" style="font-size: 12pt; text-indent: 8%">WHEREAS, under the Avatar Holdings Inc. Amended and Restated 1997 Incentive and Capital
Accumulation Plan (2005 Restatement), as the same has been or may be amended, restated, modified or
supplemented (the &#147;<U>Plan</U>&#148;), the Company has granted the Participant an aggregate of 90,000
Performance Conditioned Restricted Stock Units (&#147;<U>Units</U>&#148;) pursuant to the Original
Agreements;


<P align="left" style="font-size: 12pt; text-indent: 8%">WHEREAS, capitalized terms used but not defined herein shall have the meanings assigned to
them in the Plan;


<P align="left" style="font-size: 12pt; text-indent: 8%">WHEREAS, as of the date hereof the Hurdle Price Condition (as defined in each Original
Agreement) has been satisfied for all the Units;


<P align="left" style="font-size: 12pt; text-indent: 8%">WHEREAS, the Compensation Committee of the Board of Directors of the Company (the &#147;Committee&#148;)
has determined that it is in the best interests of the Company and its stockholders to convert the
Units, as of the date hereof, into an equal number of shares of Common Stock, subject to the terms,
conditions and restrictions of the Plan and this Agreement, provided that the Participant makes an
effective 83(b) Election (as defined herein) for such shares;


<P align="left" style="font-size: 12pt; text-indent: 8%">WHEREAS, the Participant has agreed to make an effective 83(b) Election (as defined herein),
and the Committee has determined to vest a number of shares to be withheld by the Company having a
value approximately equal to the tax withholding amount required as a result of the 83(b) Election,
at the employer&#146;s minimum statutory withholding rates applicable to the Participant;


<P align="left" style="font-size: 12pt; text-indent: 8%">NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth,
the parties hereto agree that the Original Agreements are amended and restated in their entirety,
and are consolidated, as follows:


<P align="left" style="font-size: 12pt; text-indent: 4%">1.&nbsp;CONVERSION OF UNITS TO RESTRICTED STOCK; CERTIFICATES.


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;The Committee hereby converts the Units into 90,000 shares of Common Stock as of the date
hereof, subject to the terms and conditions of the Plan and subject further to the terms and
conditions herein set forth (the &#147;<U>Restricted Stock</U>&#148;).


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;The certificate or certificates for shares of Common Stock representing the Restricted
Stock shall be issued by the Company and shall be registered in the name of the Participant on the
stock transfer books of the Company promptly following execution of this Agreement by the
Participant, except that no certificate need be issued with respect to the shares to be vested in
connection with the 83(b) Election described in Section&nbsp;3 hereof. Such certificate or certificates
shall bear, until the shares of Restricted Stock vest, a legend substantially in the following
form:


<P align="left" style="margin-left:4%; margin-right:4%; font-size: 12pt">THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO TERMS
AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS ON TRANSFER) SET FORTH IN
AMENDED AND RESTATED 1997 INCENTIVE AND CAPITAL ACCUMULATION PLAN (2005
RESTATEMENT), AS THE SAME HAS BEEN OR MAY BE AMENDED, RESTATED, MODIFIED OR
SUPPLEMENTED, AND THAT CERTAIN AMENDED AND RESTATED RESTRICTED STOCK UNIT
AGREEMENT, AS THE SAME MAY BE AMENDED, RESTATED, MODIFIED OR SUPPLEMENTED, BETWEEN
AVATAR HOLDINGS INC. AND THE REGISTERED OWNER OF THIS CERTIFICATE (OR SUCH OWNER&#146;S
PREDECESSOR IN INTEREST), WHICH AGREEMENT IS BINDING UPON ANY AND ALL OWNERS OF
ANY INTEREST IN SUCH SHARES. SUCH PLAN AND AGREEMENT ARE AVAILABLE FOR INSPECTION
WITHOUT CHARGE AT THE PRINCIPAL OFFICE OF AVATAR HOLDINGS INC. AND COPIES THEREOF
WILL BE FURNISHED WITHOUT CHARGE TO ANY OWNER OF SUCH SHARES UPON REQUEST.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.&nbsp;TERMS AND CONDITIONS. The Restricted Stock evidenced by this Agreement is subject to the
following terms and conditions:


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;Until shares of unvested Restricted Stock vest or forfeit:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the Participant shall have all rights of a stockholder with
respect to such unvested shares of Restricted Stock (including, without
limitation, voting rights), subject to Section 2(d) hereof and except as
otherwise provided herein; and</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the certificate or certificates evidencing unvested shares of
Restricted Stock shall be held in the custody of the Company and remain in the
Company&#146;s possession and control.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;On the date hereof, the Participant shall deliver to the Secretary of the Company a
duly-executed blank stock power in a form acceptable to the Company, which shall be effective as to
the certificate or certificates representing unvested Restricted Stock. The Participant also
agrees to deliver to the Company from time to time such other documents or instruments as it may
reasonably request.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;Until shares of Restricted Stock vest, unvested shares of Restricted Stock and any
interest of the Participant therein may not be sold, assigned, transferred, pledged, hypothecated
or otherwise disposed of. Any attempt to transfer unvested Restricted Stock in contravention of
this Agreement is void <U>ab initio</U>. Unvested Restricted Stock shall not be subject to
execution, attachment or other process. Notwithstanding the foregoing, with the written consent of
the Committee, the Participant shall be permitted to transfer shares of unvested Restricted Stock
to members of the Participant&#146;s immediate family (<U>i.e.</U>, children, grandchildren or spouse),
trusts for the benefit of such family members, and partnerships whose only partners are such family
members; <U>provided</U>, <U>however</U>, that no consideration can be paid for the transfer of
the Restricted Stock and the transferee of the Restricted Stock shall be subject to all conditions
applicable to the Restricted Stock (including all of the terms and conditions of this Agreement)
prior to transfer.


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;If any dividend or distribution is declared and paid in shares of Common Stock in respect
of shares of Restricted Stock, such shares of Common Stock shall be subject to the same terms and
conditions as the shares of Restricted Stock to which it relates. If any dividend or distribution
is declared and paid in respect of shares of Restricted Stock other than in shares of Common Stock,
then such dividend or distribution shall be subject to the same terms and conditions as the shares
of Restricted Stock to which it relates and shall not be paid to the Participant unless and until
such shares of Restricted Stock vest. The Participant shall forfeit any dividend or distribution
in respect of shares of unvested Restricted Stock that are forfeited by the Participant.


<P align="left" style="font-size: 12pt; text-indent: 4%">(e)&nbsp;Shares of unvested Restricted Stock or other property (including dividends and
distributions), in either case, that are forfeited by the Participant pursuant to this Agreement or
the Plan shall be deemed transferred by the Participant to the Company on such date of forfeiture,
and the Company shall not be required to pay any consideration therefor.


<P align="left" style="font-size: 12pt; text-indent: 4%">3.&nbsp;VESTING OF RESTRICTED STOCK. On June&nbsp;30, 2011, unvested Restricted Stock, if any, shall
vest in full; <U>provided</U>, <U>however</U>, that subject to the provisions of Section&nbsp;4 hereof
and the following sentence, no unvested Restricted Stock shall vest unless the Participant is an
employee of the Company or any of its subsidiaries or affiliates on June&nbsp;30, 2011. Upon the
Participant&#146;s filing of an 83(b) Election in compliance with Section&nbsp;7 hereof, a number of shares
of Restricted Stock shall vest equal to the number of shares of Common Stock to be withheld by the
Company pursuant to Section&nbsp;6 hereof as a result of the 83(b) Election, and such vested shares
shall be used for purposes of such withholding by the Company. There shall be no fractional
shares, and accordingly, any calculations that would result in a fractional share shall be rounded
down to the nearest whole share of Common Stock.


<P align="left" style="font-size: 12pt; text-indent: 4%">4.&nbsp;TERMINATION OF EMPLOYMENT; CHANGE IN CONTROL.


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;For purposes of this Section&nbsp;4, the terms &#147;<U>Cause</U>&#148;, &#147;<U>Change in Control</U>&#148;,
&#147;<U>Change in Control Date</U>&#148;, &#147;<U>Good Reason</U>&#148; and &#147;<U>Disability</U>&#148; shall have the
meanings ascribed to such terms in the Participant&#146;s amended and restated employment agreement with
the Company, dated as of December&nbsp;22, 2008, as amended or restated from time to time;
<U>provided</U>, <U>however</U>, if the Participant is no longer employed pursuant to such
employment agreement, each such term shall have the meaning ascribed to it in the employment
agreement last in effect which contains such defined term.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;If the Participant&#146;s employment with the Company is terminated by the Company for Cause or
by the Participant for other than Good Reason, the Participant shall forfeit all unvested
Restricted Stock, if any, as of the date of termination of employment.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;If the Participant&#146;s employment with the Company is terminated by the Company other than
for Cause, or is terminated by the Participant for Good Reason, all unvested Restricted Stock, if
any, shall vest upon such date of termination of employment.


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;If the Participant&#146;s employment with the Company is terminated due to the Participant&#146;s
death or Disability, the number of shares of unvested Restricted Stock, if any, shall vest which
equals the product of (x)&nbsp;a fraction the numerator of which is the number of completed whole months
elapsed from January&nbsp;1, 2005 to the date of death or Disability, as the case may be (whichever is
sooner), and the denominator of which is seventy-eight (78)&nbsp;and (y)&nbsp;the result of 90,000 minus the
number of shares of Restricted Stock that has vested pursuant to Section&nbsp;3 hereof as a result of
the 83(b) Election, and any portion of the Restricted Stock then remaining unvested shall be
forfeited.


<P align="left" style="font-size: 12pt; text-indent: 4%">(e)&nbsp;In the event of a Change in Control, all unvested Restricted Stock, if any, shall vest on
the Change in Control Date.


<P align="left" style="font-size: 12pt; text-indent: 4%">5.&nbsp;EQUITABLE ADJUSTMENT. If there shall be any change in the Common Stock of the Company,
through merger, consolidation, reorganization, recapitalization, stock dividend, stock split,
reverse stock split, split up, spinoff, combination of shares, exchange of shares, dividend in kind
or other like change in capital structure or distribution (other than normal cash dividends) to
stockholders of the Company, in order to prevent dilution or enlargement of the Participant&#146;s
rights under this Agreement and the Plan, the Committee may, in an equitable manner, adjust the
number and kind of shares that may be issued under this Agreement and make any other appropriate
adjustments in the terms of the Restricted Stock and this Agreement to reflect such changes or
distributions. Any additional property and rights provided to the Participant in respect of shares
of unvested Restricted Stock as the result thereof shall be subject to the same terms and
conditions as the shares of unvested Restricted Stock to which it relates.


<P align="left" style="font-size: 12pt; text-indent: 4%">6.&nbsp;TAXES. Any distribution of Common Stock pursuant to this Agreement shall be net of any
amounts required to be withheld pursuant to applicable federal, state and local tax withholding
requirements. In connection with any such distribution, the Company may require the Participant to
remit to it an amount sufficient to satisfy such tax withholding requirements prior to the delivery
of any certificates for such Common Stock. In lieu thereof, the Company shall have the right to
withhold the amount of such taxes from any other sums due or to become due from the Company to the
Participant as the Committee shall prescribe. The Committee may, in its discretion and subject to
such rules as it may adopt (including any as may be required to satisfy applicable tax and/or
non-tax regulatory requirements), permit the Participant to pay all or a portion of the federal,
state and local withholding taxes arising in connection with the Restricted Stock by electing to
have the Company withhold shares of Common Stock having a Fair Market Value equal to the amount of
tax to be withheld, such tax calculated at the employer&#146;s minimum statutory withholding rates
applicable to the Participant.


<P align="left" style="font-size: 12pt; text-indent: 4%">7.&nbsp;SECTION 83(b) ELECTION. No later than three business days after the date hereof, the
Participant shall file a statement with the Internal Revenue Service making an election under
Section 83(b) of the Code and the regulations promulgated thereunder (&#147;<U>83(b) Election</U>&#148;)
with respect to all of the Restricted Stock and provide a copy of such statement to the Company.
Notwithstanding anything to the contrary in this Agreement, all unvested Restricted Stock shall be
forfeited if the Participant fails to make a timely 83(b) Election. The Participant acknowledges
that the Participant has been advised to consult with Participant&#146;s personal tax advisor regarding
the consequences of an 83(b) Election.


<P align="left" style="font-size: 12pt; text-indent: 4%">8.&nbsp;REGULATORY COMPLIANCE AND LISTING. The issuance or delivery of any stock certificates
representing shares of Common Stock issuable pursuant to this Agreement may be postponed by the
Committee for such period as may be required to comply with any applicable requirements under the
federal or state securities laws, any applicable listing requirements of any national securities
exchange or securities association, and any applicable requirements under any other law, rule or
regulation applicable to the issuance or delivery of such shares, and the Company shall not be
obligated to deliver any such shares of Common Stock to the Participant if either delivery thereof
would constitute a violation of any provision of any law or of any regulation of any governmental
authority or any national securities exchange or securities association, or the Participant shall
not yet have complied fully with the provisions of Section&nbsp;6 hereof.


<P align="left" style="font-size: 12pt; text-indent: 4%">9.&nbsp;INVESTMENT REPRESENTATIONS AND RELATED MATTERS. The Participant hereby represents that the
Common Stock issuable pursuant to this Agreement is being acquired for investment and not for sale
or with a view to distribution thereof. The Participant acknowledges and agrees that any sale or
distribution of shares of Common Stock issued pursuant to this Agreement may be made only pursuant
to either (a)&nbsp;a registration statement on an appropriate form under the Securities Act of 1933, as
amended (the &#147;<U>Securities Act</U>&#148;), which registration statement has become effective and is
current with regard to the shares being sold, or (b)&nbsp;a specific exemption from the registration
requirements of the Securities Act that is confirmed in a favorable written opinion of counsel, in
form and substance satisfactory to counsel for the Company, prior to any such sale or distribution.
The Participant hereby consents to such action as the Committee or the Company deems necessary or
appropriate from time to time to prevent a violation of, or to perfect an exemption from, the
registration requirements of the Securities Act or to implement the provisions of this Agreement,
including but not limited to placing restrictive legends on certificates evidencing shares of
Common Stock issued pursuant to this Agreement and delivering stop transfer instructions to the
Company&#146;s stock transfer agent.


<P align="left" style="font-size: 12pt; text-indent: 4%">10.&nbsp;NO RIGHT TO CONTINUED EMPLOYMENT. This Agreement does not confer upon the Participant any
right to continued employment by the Company or any of its subsidiaries or affiliated companies,
nor shall it interfere in any way with the right of the Participant&#146;s employer to terminate the
Participant&#146;s employment at any time for any reason or no reason.


<P align="left" style="font-size: 12pt; text-indent: 4%">11.&nbsp;CONSTRUCTION. The Plan and this Agreement will be construed by and administered under the
supervision of the Committee, and all determinations of the Committee will be final and binding on
the Participant.


<P align="left" style="font-size: 12pt; text-indent: 4%">12.&nbsp;NOTICES. Any notice required or permitted under this Agreement shall be deemed given when
delivered personally, or when deposited in a United States Post Office, postage prepaid, addressed,
as appropriate, (i)&nbsp;to the Participant at the last address specified in Participant&#146;s employment
records, or such other address as the Participant may designate in writing to the Company, or (ii)
to the Company, Avatar Holdings Inc., 201 Alhambra Circle, 12th Floor, Coral Gables, Florida 33134,
Attention: Corporate Secretary, or such other address as the Company may designate in writing to
the Participant.


<P align="left" style="font-size: 12pt; text-indent: 4%">13.&nbsp;FAILURE TO ENFORCE NOT A WAIVER. The failure of either party hereto to enforce at any
time any provision of this Agreement shall in no way be construed to be a waiver of such provision
or of any other provision hereof.


<P align="left" style="font-size: 12pt; text-indent: 4%">14.&nbsp;GOVERNING LAW. This Agreement shall be governed by and construed according to the laws of
the State of Delaware, without regard to the conflicts of laws provisions thereof.


<P align="left" style="font-size: 12pt; text-indent: 4%">15.&nbsp;INCORPORATION OF PLAN. The Plan is hereby incorporated by reference and made a part of
this Agreement, and this Agreement shall be subject to the terms of the Plan, as the Plan may be
amended from time to time.


<P align="left" style="font-size: 12pt; text-indent: 4%">16.&nbsp;COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which
shall be an original but all of which together shall represent one and the same agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">17.&nbsp;MISCELLANEOUS. This Agreement cannot be modified or terminated orally. This Agreement
and the Plan contain the entire agreement between the parties relating to the subject matter
hereof. The section headings herein are intended for reference only and shall not affect the
interpretation hereof.


<P align="center" style="font-size: 12pt">(signature page follows)



<P align="center" style="font-size: 10pt; display: none; text-indent: 4%">1
<!-- PAGEBREAK -->


<P align="left" style="font-size: 12pt">IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first
written above.

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="13%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="82%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD colspan="3" valign="top" align="left">AVATAR HOLDINGS INC.<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">By:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ Juanita I. Kerrigan</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Name: Juanita I. Kerrigan<BR>
Title: Vice President</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="27%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>/s/ Gerald D. Kelfer
</U></TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Gerald D. Kelfer</TD>
</TR>

</TABLE>



<P align="center" style="font-size: 10pt; display: none">2


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<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>exhibit2.htm
<DESCRIPTION>EX-10.2
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<P align="right" style="font-size: 10pt"><FONT style="font-size: 8pt"><B>EXHIBIT 10.2</B></FONT>



<P align="center" style="font-size: 8pt"><FONT style="font-size: 12pt"><B>AMENDED AND RESTATED RESTRICTED STOCK UNIT AGREEMENT</B></FONT>



<P align="left" style="font-size: 12pt; text-indent: 8%">This AMENDED AND RESTATED RESTRICTED STOCK UNIT AGREEMENT (&#147;<U>Agreement</U>&#148;) dated December
22, 2008, is made by and between Avatar Holdings Inc., a Delaware corporation (the
&#147;<U>Company</U>&#148;), and Jonathan Fels (the &#147;<U>Participant</U>&#148;), and amends and restates in their
entirety and consolidates the three Restricted Stock Unit Agreements, by and between the Company
and the Participant, each dated April&nbsp;15, 2005 (each, an &#147;<U>Original Agreement</U>&#148; and
collectively, the &#147;<U>Original Agreements</U>&#148;) that specify a minimum price of $65.00 per share,
$72.50 per share and $80.00 per share, respectively, in the Hurdle Price Condition (as defined in
the respective Original Agreement).


<P align="center" style="font-size: 12pt">W I T N E S S E T H



<P align="left" style="font-size: 12pt; text-indent: 8%">WHEREAS, under the Avatar Holdings Inc. Amended and Restated 1997 Incentive and Capital
Accumulation Plan (2005 Restatement), as the same has been or may be amended, restated, modified or
supplemented (the &#147;<U>Plan</U>&#148;), the Company has granted the Participant an aggregate of 75,000
Performance Conditioned Restricted Stock Units (&#147;<U>Units</U>&#148;) pursuant to the Original
Agreements;


<P align="left" style="font-size: 12pt; text-indent: 8%">WHEREAS, capitalized terms used but not defined herein shall have the meanings assigned to
them in the Plan;


<P align="left" style="font-size: 12pt; text-indent: 8%">WHEREAS, as of the date hereof the Hurdle Price Condition (as defined in each Original
Agreement) has been satisfied for all the Units;


<P align="left" style="font-size: 12pt; text-indent: 8%">WHEREAS, the Compensation Committee of the Board of Directors of the Company (the &#147;Committee&#148;)
has determined that it is in the best interests of the Company and its stockholders to convert the
Units, as of the date hereof, into an equal number of shares of Common Stock, subject to the terms,
conditions and restrictions of the Plan and this Agreement, provided that the Participant makes an
effective 83(b) Election (as defined herein) for such shares;


<P align="left" style="font-size: 12pt; text-indent: 8%">WHEREAS, the Participant has agreed to make an effective 83(b) Election (as defined herein),
and the Committee has determined to vest a number of shares to be withheld by the Company having a
value approximately equal to the tax withholding amount required as a result of the 83(b) Election,
at the employer&#146;s minimum statutory withholding rates applicable to the Participant;


<P align="left" style="font-size: 12pt; text-indent: 8%">NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth,
the parties hereto agree that the Original Agreements are amended and restated in their entirety,
and are consolidated, as follows:


<P align="left" style="font-size: 12pt; text-indent: 4%">1.&nbsp;CONVERSION OF UNITS TO RESTRICTED STOCK; CERTIFICATES.


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;The Committee hereby converts the Units into 75,000 shares of Common Stock as of the date
hereof, subject to the terms and conditions of the Plan and subject further to the terms and
conditions herein set forth (the &#147;<U>Restricted Stock</U>&#148;).


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;The certificate or certificates for shares of Common Stock representing the Restricted
Stock shall be issued by the Company and shall be registered in the name of the Participant on the
stock transfer books of the Company promptly following execution of this Agreement by the
Participant, except that no certificate need be issued with respect to the shares to be vested in
connection with the 83(b) Election described in Section&nbsp;3 hereof. Such certificate or certificates
shall bear, until the shares of Restricted Stock vest, a legend substantially in the following
form:


<P align="left" style="margin-left:4%; margin-right:4%; font-size: 12pt">THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO TERMS
AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS ON TRANSFER) SET FORTH IN
AMENDED AND RESTATED 1997 INCENTIVE AND CAPITAL ACCUMULATION PLAN (2005
RESTATEMENT), AS THE SAME HAS BEEN OR MAY BE AMENDED, RESTATED, MODIFIED OR
SUPPLEMENTED, AND THAT CERTAIN AMENDED AND RESTATED RESTRICTED STOCK UNIT
AGREEMENT, AS THE SAME MAY BE AMENDED, RESTATED, MODIFIED OR SUPPLEMENTED, BETWEEN
AVATAR HOLDINGS INC. AND THE REGISTERED OWNER OF THIS CERTIFICATE (OR SUCH OWNER&#146;S
PREDECESSOR IN INTEREST), WHICH AGREEMENT IS BINDING UPON ANY AND ALL OWNERS OF
ANY INTEREST IN SUCH SHARES. SUCH PLAN AND AGREEMENT ARE AVAILABLE FOR INSPECTION
WITHOUT CHARGE AT THE PRINCIPAL OFFICE OF AVATAR HOLDINGS INC. AND COPIES THEREOF
WILL BE FURNISHED WITHOUT CHARGE TO ANY OWNER OF SUCH SHARES UPON REQUEST.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.&nbsp;TERMS AND CONDITIONS. The Restricted Stock evidenced by this Agreement is subject to the
following terms and conditions:


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;Until shares of unvested Restricted Stock vest or forfeit:


<P>
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    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the Participant shall have all rights of a stockholder with
respect to such unvested shares of Restricted Stock (including, without
limitation, voting rights), subject to Section 2(d) hereof and except as
otherwise provided herein; and</TD>
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    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the certificate or certificates evidencing unvested shares of
Restricted Stock shall be held in the custody of the Company and remain in the
Company&#146;s possession and control.</TD>
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<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;On the date hereof, the Participant shall deliver to the Secretary of the Company a
duly-executed blank stock power in a form acceptable to the Company, which shall be effective as to
the certificate or certificates representing unvested Restricted Stock. The Participant also
agrees to deliver to the Company from time to time such other documents or instruments as it may
reasonably request.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;Until shares of Restricted Stock vest, unvested shares of Restricted Stock and any
interest of the Participant therein may not be sold, assigned, transferred, pledged, hypothecated
or otherwise disposed of. Any attempt to transfer unvested Restricted Stock in contravention of
this Agreement is void <U>ab initio</U>. Unvested Restricted Stock shall not be subject to
execution, attachment or other process. Notwithstanding the foregoing, with the written consent of
the Committee, the Participant shall be permitted to transfer shares of unvested Restricted Stock
to members of the Participant&#146;s immediate family (<U>i.e.</U>, children, grandchildren or spouse),
trusts for the benefit of such family members, and partnerships whose only partners are such family
members; <U>provided</U>, <U>however</U>, that no consideration can be paid for the transfer of
the Restricted Stock and the transferee of the Restricted Stock shall be subject to all conditions
applicable to the Restricted Stock (including all of the terms and conditions of this Agreement)
prior to transfer.


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;If any dividend or distribution is declared and paid in shares of Common Stock in respect
of shares of Restricted Stock, such shares of Common Stock shall be subject to the same terms and
conditions as the shares of Restricted Stock to which it relates. If any dividend or distribution
is declared and paid in respect of shares of Restricted Stock other than in shares of Common Stock,
then such dividend or distribution shall be subject to the same terms and conditions as the shares
of Restricted Stock to which it relates and shall not be paid to the Participant unless and until
such shares of Restricted Stock vest. The Participant shall forfeit any dividend or distribution
in respect of shares of unvested Restricted Stock that are forfeited by the Participant.


<P align="left" style="font-size: 12pt; text-indent: 4%">(e)&nbsp;Shares of unvested Restricted Stock or other property (including dividends and
distributions), in either case, that are forfeited by the Participant pursuant to this Agreement or
the Plan shall be deemed transferred by the Participant to the Company on such date of forfeiture,
and the Company shall not be required to pay any consideration therefor.


<P align="left" style="font-size: 12pt; text-indent: 4%">3.&nbsp;VESTING OF RESTRICTED STOCK. On December&nbsp;31, 2010, unvested Restricted Stock, if any,
shall vest in full; <U>provided</U>, <U>however</U>, that subject to the provisions of Section&nbsp;4
hereof and the following sentence, no unvested Restricted Stock shall vest unless the Participant
is an employee of the Company on December&nbsp;31, 2010. Upon the Participant&#146;s filing of an 83(b)
Election in compliance with Section&nbsp;7 hereof, a number of shares of Restricted Stock shall vest
equal to the number of shares of Common Stock to be withheld by the Company pursuant to Section&nbsp;6
hereof as a result of the 83(b) Election, and such vested shares shall be used for purposes of such
withholding by the Company. There shall be no fractional shares, and accordingly, any calculations
that would result in a fractional share shall be rounded down to the nearest whole share of Common
Stock.


<P align="left" style="font-size: 12pt; text-indent: 4%">4.&nbsp;TERMINATION OF EMPLOYMENT; CHANGE IN CONTROL.


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;For purposes of this Section&nbsp;4, the terms &#147;<U>Cause</U>&#148;, &#147;<U>Without Cause</U>,&#148;
&#147;<U>Good Reason,</U>&#148; &#147;<U>Without Good Reason</U>&#148; and &#147;<U>Disability</U>&#148; shall have the
meanings ascribed to such terms in the Participant&#146;s amended and restated employment agreement with
Avatar Properties Inc., dated as of December&nbsp;22, 2008, as amended or restated from time to time;
<U>provided</U>, <U>however</U>, if the Participant is no longer employed pursuant to such
employment agreement, each such term shall have the meaning ascribed to it in the employment
agreement last in effect which contains such defined term.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;If the Participant&#146;s employment with the Company is terminated by the Company for Cause or
by the Participant Without Good Reason, the Participant shall forfeit all unvested Restricted
Stock, if any, as of the date of termination of employment.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;If the Participant&#146;s employment with the Company is terminated by the Company Without
Cause, or is terminated by the Participant for Good Reason, all unvested Restricted Stock, if any,
shall vest upon such date of termination of employment.


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;If the Participant&#146;s employment with the Company is terminated due to the Participant&#146;s
death or Disability, the number of shares of unvested Restricted Stock, if any, shall vest which
equals the product of (x)&nbsp;a fraction the numerator of which is the number of completed whole months
elapsed from January&nbsp;1, 2005 to the date of death or Disability, as the case may be (whichever is
sooner), and the denominator of which is seventy-two (72)&nbsp;and (y)&nbsp;the result of 75,000 minus the
number of shares of Restricted Stock that has vested pursuant to Section&nbsp;3 hereof as a result of
the 83(b) Election, and any portion of the Restricted Stock then remaining unvested shall be
forfeited.


<P align="left" style="font-size: 12pt; text-indent: 4%">(e)&nbsp;In the event of a Change in Control, all unvested Restricted Stock, if any, shall vest on
the Change in Control Date. For purposes hereof, &#147;<U>Change in Control</U>&#148; shall mean any of the
following events: (a)&nbsp;a person or entity or group of persons or entities, acting in concert,
becomes the direct or indirect beneficial owner (within the meaning of Rule&nbsp;13d-3 of the Securities
Exchange Act of 1934, as amended) of securities of the Company representing ninety percent (90%) or
more of the combined voting power of the issued and outstanding Common Stock; (b)&nbsp;the Board of
Directors of the Company approves any merger, consolidation or like business combination or
reorganization of the Company, the consummation of which would result in the occurrence of the
event described in clause (a)&nbsp;above, and such transaction shall have been consummated; or (c)&nbsp;the
Company ceases to be engaged, directly or indirectly, and does not intend to be engaged at any time
in the foreseeable future, in any real estate business. The date on which a Change in Control is
consummated, with respect to clauses (a)&nbsp;and (b), or occurs, with respect to clause (c), is herein
referred to as the &#147;<U>Change in Control Date</U>.&#148;


<P align="left" style="font-size: 12pt; text-indent: 4%">5.&nbsp;EQUITABLE ADJUSTMENT. If there shall be any change in the Common Stock of the Company,
through merger, consolidation, reorganization, recapitalization, stock dividend, stock split,
reverse stock split, split up, spinoff, combination of shares, exchange of shares, dividend in kind
or other like change in capital structure or distribution (other than normal cash dividends) to
stockholders of the Company, in order to prevent dilution or enlargement of the Participant&#146;s
rights under this Agreement and the Plan, the Committee may, in an equitable manner, adjust the
number and kind of shares that may be issued under this Agreement and make any other appropriate
adjustments in the terms of the Restricted Stock and this Agreement to reflect such changes or
distributions. Any additional property and rights provided to the Participant in respect of shares
of unvested Restricted Stock as the result thereof shall be subject to the same terms and
conditions as the shares of unvested Restricted Stock to which it relates.


<P align="left" style="font-size: 12pt; text-indent: 4%">6.&nbsp;TAXES. Any distribution of Common Stock pursuant to this Agreement shall be net of any
amounts required to be withheld pursuant to applicable federal, state and local tax withholding
requirements. In connection with any such distribution, the Company may require the Participant to
remit to it an amount sufficient to satisfy such tax withholding requirements prior to the delivery
of any certificates for such Common Stock. In lieu thereof, the Company shall have the right to
withhold the amount of such taxes from any other sums due or to become due from the Company to the
Participant as the Committee shall prescribe. The Committee may, in its discretion and subject to
such rules as it may adopt (including any as may be required to satisfy applicable tax and/or
non-tax regulatory requirements), permit the Participant to pay all or a portion of the federal,
state and local withholding taxes arising in connection with the Restricted Stock by electing to
have the Company withhold shares of Common Stock having a Fair Market Value equal to the amount of
tax to be withheld, such tax calculated at the employer&#146;s minimum statutory withholding rates
applicable to the Participant.


<P align="left" style="font-size: 12pt; text-indent: 4%">7.&nbsp;SECTION 83(b) ELECTION. No later than three business days after the date hereof, the
Participant shall file a statement with the Internal Revenue Service making an election under
Section 83(b) of the Code and the regulations promulgated thereunder (&#147;<U>83(b) Election</U>&#148;)
with respect to all of the Restricted Stock and provide a copy of such statement to the Company.
Notwithstanding anything to the contrary in this Agreement, all unvested Restricted Stock shall be
forfeited if the Participant fails to make a timely 83(b) Election. The Participant acknowledges
that the Participant has been advised to consult with Participant&#146;s personal tax advisor regarding
the consequences of an 83(b) Election.


<P align="left" style="font-size: 12pt; text-indent: 4%">8.&nbsp;FORFEITURE OF RESTRICTED STOCK AND PROFITS. At the discretion of the Committee, all or any
portion of the shares of Common Stock issued to the Participant in respect of Restricted Stock and
all or any portion of the proceeds received from the sale of such shares of Common Stock shall be
subject to forfeiture in accordance with the provisions of 15 U.S.C. &#167;&nbsp;7243 (Section&nbsp;304 of the
Sarbanes-Oxley Act of 2002), or any successor statute, as if the Participant were subject to such
statute; <U>provided</U>, <U>however</U>, that the provisions of this Section&nbsp;8 shall no be
applicable on or after a Change in Control Date.


<P align="left" style="font-size: 12pt; text-indent: 4%">9.&nbsp;REGULATORY COMPLIANCE AND LISTING. The issuance or delivery of any stock certificates
representing shares of Common Stock issuable pursuant to this Agreement may be postponed by the
Committee for such period as may be required to comply with any applicable requirements under the
federal or state securities laws, any applicable listing requirements of any national securities
exchange or securities association, and any applicable requirements under any other law, rule or
regulation applicable to the issuance or delivery of such shares, and the Company shall not be
obligated to deliver any such shares of Common Stock to the Participant if either delivery thereof
would constitute a violation of any provision of any law or of any regulation of any governmental
authority or any national securities exchange or securities association, or the Participant shall
not yet have complied fully with the provisions of Section&nbsp;6 hereof.


<P align="left" style="font-size: 12pt; text-indent: 4%">10.&nbsp;INVESTMENT REPRESENTATIONS AND RELATED MATTERS. The Participant hereby represents that
the Common Stock issuable pursuant to this Agreement is being acquired for investment and not for
sale or with a view to distribution thereof. The Participant acknowledges and agrees that any sale
or distribution of shares of Common Stock issued pursuant to this Agreement may be made only
pursuant to either (a)&nbsp;a registration statement on an appropriate form under the Securities Act of
1933, as amended (the &#147;<U>Securities Act</U>&#148;), which registration statement has become effective
and is current with regard to the shares being sold, or (b)&nbsp;a specific exemption from the
registration requirements of the Securities Act that is confirmed in a favorable written opinion of
counsel, in form and substance satisfactory to counsel for the Company, prior to any such sale or
distribution. The Participant hereby consents to such action as the Committee or the Company deems
necessary or appropriate from time to time to prevent a violation of, or to perfect an exemption
from, the registration requirements of the Securities Act or to implement the provisions of this
Agreement, including but not limited to placing restrictive legends on certificates evidencing
shares of Common Stock issued pursuant to this Agreement and delivering stop transfer instructions
to the Company&#146;s stock transfer agent.


<P align="left" style="font-size: 12pt; text-indent: 4%">11.&nbsp;NO RIGHT TO CONTINUED EMPLOYMENT. This Agreement does not confer upon the Participant any
right to continued employment by the Company or any of its subsidiaries or affiliated companies,
nor shall it interfere in any way with the right of the Participant&#146;s employer to terminate the
Participant&#146;s employment at any time for any reason or no reason.


<P align="left" style="font-size: 12pt; text-indent: 4%">12.&nbsp;CONSTRUCTION. The Plan and this Agreement will be construed by and administered under the
supervision of the Committee, and all determinations of the Committee will be final and binding on
the Participant.


<P align="left" style="font-size: 12pt; text-indent: 4%">13.&nbsp;NOTICES. Any notice required or permitted under this Agreement shall be deemed given when
delivered personally, or when deposited in a United States Post Office, postage prepaid, addressed,
as appropriate, (i)&nbsp;to the Participant at the last address specified in Participant&#146;s employment
records, or such other address as the Participant may designate in writing to the Company, or (ii)
to the Company, Avatar Holdings Inc., 201 Alhambra Circle, 12th Floor, Coral Gables, Florida 33134,
Attention: Corporate Secretary, or such other address as the Company may designate in writing to
the Participant.


<P align="left" style="font-size: 12pt; text-indent: 4%">14.&nbsp;FAILURE TO ENFORCE NOT A WAIVER. The failure of either party hereto to enforce at any
time any provision of this Agreement shall in no way be construed to be a waiver of such provision
or of any other provision hereof.


<P align="left" style="font-size: 12pt; text-indent: 4%">15.&nbsp;GOVERNING LAW. This Agreement shall be governed by and construed according to the laws of
the State of Delaware, without regard to the conflicts of laws provisions thereof.


<P align="left" style="font-size: 12pt; text-indent: 4%">16.&nbsp;INCORPORATION OF PLAN. The Plan is hereby incorporated by reference and made a part of
this Agreement, and this Agreement shall be subject to the terms of the Plan, as the Plan may be
amended from time to time.


<P align="left" style="font-size: 12pt; text-indent: 4%">17.&nbsp;COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which
shall be an original but all of which together shall represent one and the same agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">18.&nbsp;MISCELLANEOUS. This Agreement cannot be modified or terminated orally. This Agreement
and the Plan contain the entire agreement between the parties relating to the subject matter
hereof. The section headings herein are intended for reference only and shall not affect the
interpretation hereof.


<P align="center" style="font-size: 12pt">(signature page follows)



<P align="center" style="font-size: 10pt; display: none; text-indent: 4%">1
<!-- PAGEBREAK -->


<P align="left" style="font-size: 12pt">IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first
written above.

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    <TD colspan="3" valign="top" align="left">AVATAR HOLDINGS INC.<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">By:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ Gerald D. Kelfer</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
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    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Name: Gerald D. Kelfer<BR>
Title: Chief Executive Officer</TD>
</TR>

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    <TD width="27%" style="background: transparent">&nbsp;</TD>
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    <TD width="1%">&nbsp;</TD>
    <TD><U>/s/ Jonathan Fels</U></TD>
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    <TD width="1%" nowrap align="right">&nbsp;</TD>
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    <TD>Jonathan Fels</TD>
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<P align="center" style="font-size: 10pt; display: none">2


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<TYPE>EX-10.3
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<DESCRIPTION>EX-10.3
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<P align="right" style="font-size: 10pt"><FONT style="font-size: 8pt"><B>EXHIBIT 10.3</B></FONT>



<P align="center" style="font-size: 8pt"><FONT style="font-size: 12pt"><B>AMENDED AND RESTATED RESTRICTED STOCK UNIT AGREEMENT</B></FONT>



<P align="left" style="font-size: 12pt; text-indent: 8%">This AMENDED AND RESTATED RESTRICTED STOCK UNIT AGREEMENT (&#147;<U>Agreement</U>&#148;) dated December
22, 2008, is made by and between Avatar Holdings Inc., a Delaware corporation (the
&#147;<U>Company</U>&#148;), and Michael F. Levy (the &#147;<U>Participant</U>&#148;), and amends and restates in
their entirety and consolidates the three Restricted Stock Unit Agreements, by and between the
Company and the Participant, each dated April&nbsp;15, 2005 (each, an &#147;<U>Original Agreement</U>&#148; and
collectively, the &#147;<U>Original Agreements</U>&#148;) that specify a minimum price of $65.00 per share,
$72.50 per share and $80.00 per share, respectively, in the Hurdle Price Condition (as defined in
the respective Original Agreement).


<P align="center" style="font-size: 12pt">W I T N E S S E T H



<P align="left" style="font-size: 12pt; text-indent: 8%">WHEREAS, under the Avatar Holdings Inc. Amended and Restated 1997 Incentive and Capital
Accumulation Plan (2005 Restatement), as the same has been or may be amended, restated, modified or
supplemented (the &#147;<U>Plan</U>&#148;), the Company has granted the Participant an aggregate of 75,000
Performance Conditioned Restricted Stock Units (&#147;<U>Units</U>&#148;) pursuant to the Original
Agreements;


<P align="left" style="font-size: 12pt; text-indent: 8%">WHEREAS, capitalized terms used but not defined herein shall have the meanings assigned to
them in the Plan;


<P align="left" style="font-size: 12pt; text-indent: 8%">WHEREAS, as of the date hereof the Hurdle Price Condition (as defined in each Original
Agreement) has been satisfied for all the Units;


<P align="left" style="font-size: 12pt; text-indent: 8%">WHEREAS, the Compensation Committee of the Board of Directors of the Company (the &#147;Committee&#148;)
has determined that it is in the best interests of the Company and its stockholders to convert the
Units, as of the date hereof, into an equal number of shares of Common Stock, subject to the terms,
conditions and restrictions of the Plan and this Agreement, provided that the Participant makes an
effective 83(b) Election (as defined herein) for such shares;


<P align="left" style="font-size: 12pt; text-indent: 8%">WHEREAS, the Participant has agreed to make an effective 83(b) Election (as defined herein),
and the Committee has determined to vest a number of shares to be withheld by the Company having a
value approximately equal to the tax withholding amount required as a result of the 83(b) Election,
at the employer&#146;s minimum statutory withholding rates applicable to the Participant;


<P align="left" style="font-size: 12pt; text-indent: 8%">NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth,
the parties hereto agree that the Original Agreements are amended and restated in their entirety,
and are consolidated, as follows:


<P align="left" style="font-size: 12pt; text-indent: 4%">1.&nbsp;CONVERSION OF UNITS TO RESTRICTED STOCK; CERTIFICATES.


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;The Committee hereby converts the Units into 75,000 shares of Common Stock as of the date
hereof, subject to the terms and conditions of the Plan and subject further to the terms and
conditions herein set forth (the &#147;<U>Restricted Stock</U>&#148;).


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;The certificate or certificates for shares of Common Stock representing the Restricted
Stock shall be issued by the Company and shall be registered in the name of the Participant on the
stock transfer books of the Company promptly following execution of this Agreement by the
Participant, except that no certificate need be issued with respect to the shares to be vested in
connection with the 83(b) Election described in Section&nbsp;3 hereof. Such certificate or certificates
shall bear, until the shares of Restricted Stock vest, a legend substantially in the following
form:


<P align="left" style="margin-left:4%; margin-right:4%; font-size: 12pt">THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO TERMS
AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS ON TRANSFER) SET FORTH IN
AMENDED AND RESTATED 1997 INCENTIVE AND CAPITAL ACCUMULATION PLAN (2005
RESTATEMENT), AS THE SAME HAS BEEN OR MAY BE AMENDED, RESTATED, MODIFIED OR
SUPPLEMENTED, AND THAT CERTAIN AMENDED AND RESTATED RESTRICTED STOCK UNIT
AGREEMENT, AS THE SAME MAY BE AMENDED, RESTATED, MODIFIED OR SUPPLEMENTED, BETWEEN
AVATAR HOLDINGS INC. AND THE REGISTERED OWNER OF THIS CERTIFICATE (OR SUCH OWNER&#146;S
PREDECESSOR IN INTEREST), WHICH AGREEMENT IS BINDING UPON ANY AND ALL OWNERS OF
ANY INTEREST IN SUCH SHARES. SUCH PLAN AND AGREEMENT ARE AVAILABLE FOR INSPECTION
WITHOUT CHARGE AT THE PRINCIPAL OFFICE OF AVATAR HOLDINGS INC. AND COPIES THEREOF
WILL BE FURNISHED WITHOUT CHARGE TO ANY OWNER OF SUCH SHARES UPON REQUEST.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.&nbsp;TERMS AND CONDITIONS. The Restricted Stock evidenced by this Agreement is subject to the
following terms and conditions:


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;Until shares of unvested Restricted Stock vest or forfeit:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the Participant shall have all rights of a stockholder with
respect to such unvested shares of Restricted Stock (including, without
limitation, voting rights), subject to Section 2(d) hereof and except as
otherwise provided herein; and</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the certificate or certificates evidencing unvested shares of
Restricted Stock shall be held in the custody of the Company and remain in the
Company&#146;s possession and control.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;On the date hereof, the Participant shall deliver to the Secretary of the Company a
duly-executed blank stock power in a form acceptable to the Company, which shall be effective as to
the certificate or certificates representing unvested Restricted Stock. The Participant also
agrees to deliver to the Company from time to time such other documents or instruments as it may
reasonably request.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;Until shares of Restricted Stock vest, unvested shares of Restricted Stock and any
interest of the Participant therein may not be sold, assigned, transferred, pledged, hypothecated
or otherwise disposed of. Any attempt to transfer unvested Restricted Stock in contravention of
this Agreement is void <U>ab initio</U>. Unvested Restricted Stock shall not be subject to
execution, attachment or other process. Notwithstanding the foregoing, with the written consent of
the Committee, the Participant shall be permitted to transfer shares of unvested Restricted Stock
to members of the Participant&#146;s immediate family (<U>i.e.</U>, children, grandchildren or spouse),
trusts for the benefit of such family members, and partnerships whose only partners are such family
members; <U>provided</U>, <U>however</U>, that no consideration can be paid for the transfer of
the Restricted Stock and the transferee of the Restricted Stock shall be subject to all conditions
applicable to the Restricted Stock (including all of the terms and conditions of this Agreement)
prior to transfer.


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;If any dividend or distribution is declared and paid in shares of Common Stock in respect
of shares of Restricted Stock, such shares of Common Stock shall be subject to the same terms and
conditions as the shares of Restricted Stock to which it relates. If any dividend or distribution
is declared and paid in respect of shares of Restricted Stock other than in shares of Common Stock,
then such dividend or distribution shall be subject to the same terms and conditions as the shares
of Restricted Stock to which it relates and shall not be paid to the Participant unless and until
such shares of Restricted Stock vest. The Participant shall forfeit any dividend or distribution
in respect of shares of unvested Restricted Stock that are forfeited by the Participant.


<P align="left" style="font-size: 12pt; text-indent: 4%">(e)&nbsp;Shares of unvested Restricted Stock or other property (including dividends and
distributions), in either case, that are forfeited by the Participant pursuant to this Agreement or
the Plan shall be deemed transferred by the Participant to the Company on such date of forfeiture,
and the Company shall not be required to pay any consideration therefor.


<P align="left" style="font-size: 12pt; text-indent: 4%">3.&nbsp;VESTING OF RESTRICTED STOCK. On December&nbsp;31, 2010, unvested Restricted Stock, if any,
shall vest in full; <U>provided</U>, <U>however</U>, that subject to the provisions of Section&nbsp;4
hereof and the following sentence, no unvested Restricted Stock shall vest unless the Participant
is an employee of the Company on December&nbsp;31, 2010. Upon the Participant&#146;s filing of an 83(b)
Election in compliance with Section&nbsp;7 hereof, a number of shares of Restricted Stock shall vest
equal to the number of shares of Common Stock to be withheld by the Company pursuant to Section&nbsp;6
hereof as a result of the 83(b) Election, and such vested shares shall be used for purposes of such
withholding by the Company. There shall be no fractional shares, and accordingly, any calculations
that would result in a fractional share shall be rounded down to the nearest whole share of Common
Stock.


<P align="left" style="font-size: 12pt; text-indent: 4%">4.&nbsp;TERMINATION OF EMPLOYMENT; CHANGE IN CONTROL.


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;For purposes of this Section&nbsp;4, the terms &#147;<U>Cause</U>&#148;, &#147;<U>Without Cause</U>,&#148;
&#147;<U>Good Reason,</U>&#148; &#147;<U>Without Good Reason</U>&#148; and &#147;<U>Disability</U>&#148; shall have the
meanings ascribed to such terms in the Participant&#146;s amended and restated employment agreement with
Avatar Properties Inc., dated as of December&nbsp;22, 2008, as amended or restated from time to time;
<U>provided</U>, <U>however</U>, if the Participant is no longer employed pursuant to such
employment agreement, each such term shall have the meaning ascribed to it in the employment
agreement last in effect which contains such defined term.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;If the Participant&#146;s employment with the Company is terminated by the Company for Cause or
by the Participant Without Good Reason, the Participant shall forfeit all unvested Restricted
Stock, if any, as of the date of termination of employment.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;If the Participant&#146;s employment with the Company is terminated by the Company Without
Cause, or is terminated by the Participant for Good Reason, all unvested Restricted Stock, if any,
shall vest upon such date of termination of employment.


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;If the Participant&#146;s employment with the Company is terminated due to the Participant&#146;s
death or Disability, the number of shares of unvested Restricted Stock, if any, shall vest which
equals the product of (x)&nbsp;a fraction the numerator of which is the number of completed whole months
elapsed from January&nbsp;1, 2005 to the date of death or Disability, as the case may be (whichever is
sooner), and the denominator of which is seventy-two (72)&nbsp;and (y)&nbsp;the result of 75,000 minus the
number of shares of Restricted Stock that has vested pursuant to Section&nbsp;3 hereof as a result of
the 83(b) Election, and any portion of the Restricted Stock then remaining unvested shall be
forfeited.


<P align="left" style="font-size: 12pt; text-indent: 4%">(e)&nbsp;In the event of a Change in Control, all unvested Restricted Stock, if any, shall vest on
the Change in Control Date. For purposes hereof, &#147;<U>Change in Control</U>&#148; shall mean any of the
following events: (a)&nbsp;a person or entity or group of persons or entities, acting in concert,
becomes the direct or indirect beneficial owner (within the meaning of Rule&nbsp;13d-3 of the Securities
Exchange Act of 1934, as amended) of securities of the Company representing ninety percent (90%) or
more of the combined voting power of the issued and outstanding Common Stock; (b)&nbsp;the Board of
Directors of the Company approves any merger, consolidation or like business combination or
reorganization of the Company, the consummation of which would result in the occurrence of the
event described in clause (a)&nbsp;above, and such transaction shall have been consummated; or (c)&nbsp;the
Company ceases to be engaged, directly or indirectly, and does not intend to be engaged at any time
in the foreseeable future, in any real estate business. The date on which a Change in Control is
consummated, with respect to clauses (a)&nbsp;and (b), or occurs, with respect to clause (c), is herein
referred to as the &#147;<U>Change in Control Date</U>.&#148;


<P align="left" style="font-size: 12pt; text-indent: 4%">5.&nbsp;EQUITABLE ADJUSTMENT. If there shall be any change in the Common Stock of the Company,
through merger, consolidation, reorganization, recapitalization, stock dividend, stock split,
reverse stock split, split up, spinoff, combination of shares, exchange of shares, dividend in kind
or other like change in capital structure or distribution (other than normal cash dividends) to
stockholders of the Company, in order to prevent dilution or enlargement of the Participant&#146;s
rights under this Agreement and the Plan, the Committee may, in an equitable manner, adjust the
number and kind of shares that may be issued under this Agreement and make any other appropriate
adjustments in the terms of the Restricted Stock and this Agreement to reflect such changes or
distributions. Any additional property and rights provided to the Participant in respect of shares
of unvested Restricted Stock as the result thereof shall be subject to the same terms and
conditions as the shares of unvested Restricted Stock to which it relates.


<P align="left" style="font-size: 12pt; text-indent: 4%">6.&nbsp;TAXES. Any distribution of Common Stock pursuant to this Agreement shall be net of any
amounts required to be withheld pursuant to applicable federal, state and local tax withholding
requirements. In connection with any such distribution, the Company may require the Participant to
remit to it an amount sufficient to satisfy such tax withholding requirements prior to the delivery
of any certificates for such Common Stock. In lieu thereof, the Company shall have the right to
withhold the amount of such taxes from any other sums due or to become due from the Company to the
Participant as the Committee shall prescribe. The Committee may, in its discretion and subject to
such rules as it may adopt (including any as may be required to satisfy applicable tax and/or
non-tax regulatory requirements), permit the Participant to pay all or a portion of the federal,
state and local withholding taxes arising in connection with the Restricted Stock by electing to
have the Company withhold shares of Common Stock having a Fair Market Value equal to the amount of
tax to be withheld, such tax calculated at the employer&#146;s minimum statutory withholding rates
applicable to the Participant.


<P align="left" style="font-size: 12pt; text-indent: 4%">7.&nbsp;SECTION 83(b) ELECTION. No later than three business days after the date hereof, the
Participant shall file a statement with the Internal Revenue Service making an election under
Section 83(b) of the Code and the regulations promulgated thereunder (&#147;<U>83(b) Election</U>&#148;)
with respect to all of the Restricted Stock and provide a copy of such statement to the Company.
Notwithstanding anything to the contrary in this Agreement, all unvested Restricted Stock shall be
forfeited if the Participant fails to make a timely 83(b) Election. The Participant acknowledges
that the Participant has been advised to consult with Participant&#146;s personal tax advisor regarding
the consequences of an 83(b) Election.


<P align="left" style="font-size: 12pt; text-indent: 4%">8.&nbsp;FORFEITURE OF RESTRICTED STOCK AND PROFITS. At the discretion of the Committee, all or any
portion of the shares of Common Stock issued to the Participant in respect of Restricted Stock and
all or any portion of the proceeds received from the sale of such shares of Common Stock shall be
subject to forfeiture in accordance with the provisions of 15 U.S.C. &#167;&nbsp;7243 (Section&nbsp;304 of the
Sarbanes-Oxley Act of 2002), or any successor statute, as if the Participant were subject to such
statute; <U>provided</U>, <U>however</U>, that the provisions of this Section&nbsp;8 shall no be
applicable on or after a Change in Control Date.


<P align="left" style="font-size: 12pt; text-indent: 4%">9.&nbsp;REGULATORY COMPLIANCE AND LISTING. The issuance or delivery of any stock certificates
representing shares of Common Stock issuable pursuant to this Agreement may be postponed by the
Committee for such period as may be required to comply with any applicable requirements under the
federal or state securities laws, any applicable listing requirements of any national securities
exchange or securities association, and any applicable requirements under any other law, rule or
regulation applicable to the issuance or delivery of such shares, and the Company shall not be
obligated to deliver any such shares of Common Stock to the Participant if either delivery thereof
would constitute a violation of any provision of any law or of any regulation of any governmental
authority or any national securities exchange or securities association, or the Participant shall
not yet have complied fully with the provisions of Section&nbsp;6 hereof.


<P align="left" style="font-size: 12pt; text-indent: 4%">10.&nbsp;INVESTMENT REPRESENTATIONS AND RELATED MATTERS. The Participant hereby represents that
the Common Stock issuable pursuant to this Agreement is being acquired for investment and not for
sale or with a view to distribution thereof. The Participant acknowledges and agrees that any sale
or distribution of shares of Common Stock issued pursuant to this Agreement may be made only
pursuant to either (a)&nbsp;a registration statement on an appropriate form under the Securities Act of
1933, as amended (the &#147;<U>Securities Act</U>&#148;), which registration statement has become effective
and is current with regard to the shares being sold, or (b)&nbsp;a specific exemption from the
registration requirements of the Securities Act that is confirmed in a favorable written opinion of
counsel, in form and substance satisfactory to counsel for the Company, prior to any such sale or
distribution. The Participant hereby consents to such action as the Committee or the Company deems
necessary or appropriate from time to time to prevent a violation of, or to perfect an exemption
from, the registration requirements of the Securities Act or to implement the provisions of this
Agreement, including but not limited to placing restrictive legends on certificates evidencing
shares of Common Stock issued pursuant to this Agreement and delivering stop transfer instructions
to the Company&#146;s stock transfer agent.


<P align="left" style="font-size: 12pt; text-indent: 4%">11.&nbsp;NO RIGHT TO CONTINUED EMPLOYMENT. This Agreement does not confer upon the Participant any
right to continued employment by the Company or any of its subsidiaries or affiliated companies,
nor shall it interfere in any way with the right of the Participant&#146;s employer to terminate the
Participant&#146;s employment at any time for any reason or no reason.


<P align="left" style="font-size: 12pt; text-indent: 4%">12.&nbsp;CONSTRUCTION. The Plan and this Agreement will be construed by and administered under the
supervision of the Committee, and all determinations of the Committee will be final and binding on
the Participant.


<P align="left" style="font-size: 12pt; text-indent: 4%">13.&nbsp;NOTICES. Any notice required or permitted under this Agreement shall be deemed given when
delivered personally, or when deposited in a United States Post Office, postage prepaid, addressed,
as appropriate, (i)&nbsp;to the Participant at the last address specified in Participant&#146;s employment
records, or such other address as the Participant may designate in writing to the Company, or (ii)
to the Company, Avatar Holdings Inc., 201 Alhambra Circle, 12th Floor, Coral Gables, Florida 33134,
Attention: Corporate Secretary, or such other address as the Company may designate in writing to
the Participant.


<P align="left" style="font-size: 12pt; text-indent: 4%">14.&nbsp;FAILURE TO ENFORCE NOT A WAIVER. The failure of either party hereto to enforce at any
time any provision of this Agreement shall in no way be construed to be a waiver of such provision
or of any other provision hereof.


<P align="left" style="font-size: 12pt; text-indent: 4%">15.&nbsp;GOVERNING LAW. This Agreement shall be governed by and construed according to the laws of
the State of Delaware, without regard to the conflicts of laws provisions thereof.


<P align="left" style="font-size: 12pt; text-indent: 4%">16.&nbsp;INCORPORATION OF PLAN. The Plan is hereby incorporated by reference and made a part of
this Agreement, and this Agreement shall be subject to the terms of the Plan, as the Plan may be
amended from time to time.


<P align="left" style="font-size: 12pt; text-indent: 4%">17.&nbsp;COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which
shall be an original but all of which together shall represent one and the same agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">18.&nbsp;MISCELLANEOUS. This Agreement cannot be modified or terminated orally. This Agreement
and the Plan contain the entire agreement between the parties relating to the subject matter
hereof. The section headings herein are intended for reference only and shall not affect the
interpretation hereof.


<P align="center" style="font-size: 12pt">(signature page follows)



<P align="center" style="font-size: 10pt; display: none; text-indent: 4%">1
<!-- PAGEBREAK -->


<P align="left" style="font-size: 12pt">IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first
written above.

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="15%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="80%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD colspan="3" valign="top" align="left">AVATAR HOLDINGS INC.<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">By:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ Gerald D. Kelfer</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Name: Gerald D. Kelfer<BR>
Title: Chief Executive Officer</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="27%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>/s/ Michael F. Levy</U></TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Michael F. Levy</TD>
</TR>

</TABLE>



<P align="center" style="font-size: 10pt; display: none">2


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<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>5
<FILENAME>exhibit4.htm
<DESCRIPTION>EX-10.4
<TEXT>
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<TITLE> EX-10.4 </TITLE>
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<P align="right" style="font-size: 10pt"><FONT style="font-size: 8pt"><B>EXHIBIT 10.4</B></FONT>



<P align="center" style="font-size: 8pt"><FONT style="font-size: 12pt"><B>AMENDED AND RESTATED RESTRICTED STOCK UNIT AGREEMENT</B></FONT>



<P align="left" style="font-size: 12pt; text-indent: 8%">This AMENDED AND RESTATED RESTRICTED STOCK UNIT AGREEMENT (&#147;<U>Agreement</U>&#148;) dated December
22, 2008, is made by and between Avatar Holdings Inc., a Delaware corporation (the
&#147;<U>Company</U>&#148;), and Patricia Kimball Fletcher (the &#147;<U>Participant</U>&#148;), and amends and
restates in its entirety the Restricted Stock Unit Agreement, by and between the Company and the
Participant, dated November&nbsp;8, 2006 (the &#147;<U>Original Agreement</U>&#148;) that specifies a minimum
price of $72.50 per share in the Hurdle Price Condition (as defined in the Original Agreement).


<P align="center" style="font-size: 12pt">W I T N E S S E T H



<P align="left" style="font-size: 12pt; text-indent: 8%">WHEREAS, under the Avatar Holdings Inc. Amended and Restated 1997 Incentive and Capital
Accumulation Plan (2005 Restatement), as the same has been or may be amended, restated, modified or
supplemented (the &#147;<U>Plan</U>&#148;), the Company has granted the Participant an aggregate of 18,900
Performance Conditioned Restricted Stock Units (&#147;<U>Units</U>&#148;) pursuant to the Original
Agreement;


<P align="left" style="font-size: 12pt; text-indent: 8%">WHEREAS, capitalized terms used but not defined herein shall have the meanings assigned to
them in the Plan;


<P align="left" style="font-size: 12pt; text-indent: 8%">WHEREAS, as of the date hereof the Hurdle Price Condition (as defined in the Original
Agreement) has been satisfied for all the Units;


<P align="left" style="font-size: 12pt; text-indent: 8%">WHEREAS, the Compensation Committee of the Board of Directors of the Company (the &#147;Committee&#148;)
has determined that it is in the best interests of the Company and its stockholders to convert the
Units, as of the date hereof, into an equal number of shares of Common Stock, subject to the terms,
conditions and restrictions of the Plan and this Agreement, provided that the Participant makes an
effective 83(b) Election (as defined herein) for such shares;


<P align="left" style="font-size: 12pt; text-indent: 8%">WHEREAS, the Participant has agreed to make an effective 83(b) Election (as defined herein),
and the Committee has determined to vest a number of shares to be withheld by the Company having a
value approximately equal to the tax withholding amount required as a result of the 83(b) Election,
at the employer&#146;s minimum statutory withholding rates applicable to the Participant;


<P align="left" style="font-size: 12pt; text-indent: 8%">NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth,
the parties hereto agree that the Original Agreement is amended and restated in its entirety as
follows:


<P align="left" style="font-size: 12pt; text-indent: 4%">1.&nbsp;CONVERSION OF UNITS TO RESTRICTED STOCK; CERTIFICATES.


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;The Committee hereby converts the Units into 18,900 shares of Common Stock as of the date
hereof, subject to the terms and conditions of the Plan and subject further to the terms and
conditions herein set forth (the &#147;<U>Restricted Stock</U>&#148;).


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;The certificate or certificates for shares of Common Stock representing the Restricted
Stock shall be issued by the Company and shall be registered in the name of the Participant on the
stock transfer books of the Company promptly following execution of this Agreement by the
Participant, except that no certificate need be issued with respect to the shares to be vested in
connection with the 83(b) Election described in Section&nbsp;3 hereof. Such certificate or certificates
shall bear, until the shares of Restricted Stock vest, a legend substantially in the following
form:


<P align="left" style="margin-left:4%; margin-right:4%; font-size: 12pt">THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO TERMS
AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS ON TRANSFER) SET FORTH IN
AMENDED AND RESTATED 1997 INCENTIVE AND CAPITAL ACCUMULATION PLAN (2005
RESTATEMENT), AS THE SAME HAS BEEN OR MAY BE AMENDED, RESTATED, MODIFIED OR
SUPPLEMENTED, AND THAT CERTAIN AMENDED AND RESTATED RESTRICTED STOCK UNIT
AGREEMENT, AS THE SAME MAY BE AMENDED, RESTATED, MODIFIED OR SUPPLEMENTED, BETWEEN
AVATAR HOLDINGS INC. AND THE REGISTERED OWNER OF THIS CERTIFICATE (OR SUCH OWNER&#146;S
PREDECESSOR IN INTEREST), WHICH AGREEMENT IS BINDING UPON ANY AND ALL OWNERS OF
ANY INTEREST IN SUCH SHARES. SUCH PLAN AND AGREEMENT ARE AVAILABLE FOR INSPECTION
WITHOUT CHARGE AT THE PRINCIPAL OFFICE OF AVATAR HOLDINGS INC. AND COPIES THEREOF
WILL BE FURNISHED WITHOUT CHARGE TO ANY OWNER OF SUCH SHARES UPON REQUEST.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.&nbsp;TERMS AND CONDITIONS. The Restricted Stock evidenced by this Agreement is subject to the
following terms and conditions:


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;Until shares of unvested Restricted Stock vest or forfeit:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the Participant shall have all rights of a stockholder with
respect to such unvested shares of Restricted Stock (including, without
limitation, voting rights), subject to Section 2(d) hereof and except as
otherwise provided herein; and</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the certificate or certificates evidencing unvested shares of
Restricted Stock shall be held in the custody of the Company and remain in the
Company&#146;s possession and control.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;On the date hereof, the Participant shall deliver to the Secretary of the Company a
duly-executed blank stock power in a form acceptable to the Company, which shall be effective as to
the certificate or certificates representing unvested Restricted Stock. The Participant also
agrees to deliver to the Company from time to time such other documents or instruments as it may
reasonably request.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;Until shares of Restricted Stock vest, unvested shares of Restricted Stock and any
interest of the Participant therein may not be sold, assigned, transferred, pledged, hypothecated
or otherwise disposed of. Any attempt to transfer unvested Restricted Stock in contravention of
this Agreement is void <U>ab initio</U>. Unvested Restricted Stock shall not be subject to
execution, attachment or other process. Notwithstanding the foregoing, with the written consent of
the Committee, the Participant shall be permitted to transfer shares of unvested Restricted Stock
to members of the Participant&#146;s immediate family (<U>i.e.</U>, children, grandchildren or spouse),
trusts for the benefit of such family members, and partnerships whose only partners are such family
members; <U>provided</U>, <U>however</U>, that no consideration can be paid for the transfer of
the Restricted Stock and the transferee of the Restricted Stock shall be subject to all conditions
applicable to the Restricted Stock (including all of the terms and conditions of this Agreement)
prior to transfer.


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;If any dividend or distribution is declared and paid in shares of Common Stock in respect
of shares of Restricted Stock, such shares of Common Stock shall be subject to the same terms and
conditions as the shares of Restricted Stock to which it relates. If any dividend or distribution
is declared and paid in respect of shares of Restricted Stock other than in shares of Common Stock,
then such dividend or distribution shall be subject to the same terms and conditions as the shares
of Restricted Stock to which it relates and shall not be paid to the Participant unless and until
such shares of Restricted Stock vest. The Participant shall forfeit any dividend or distribution
in respect of shares of unvested Restricted Stock that are forfeited by the Participant.


<P align="left" style="font-size: 12pt; text-indent: 4%">(e)&nbsp;Shares of unvested Restricted Stock or other property (including dividends and
distributions), in either case, that are forfeited by the Participant pursuant to this Agreement or
the Plan shall be deemed transferred by the Participant to the Company on such date of forfeiture,
and the Company shall not be required to pay any consideration therefor.


<P align="left" style="font-size: 12pt; text-indent: 4%">3.&nbsp;VESTING OF RESTRICTED STOCK. On December&nbsp;31, 2009, unvested Restricted Stock, if any,
shall vest in full; <U>provided</U>, <U>however</U>, that subject to the provisions of Section&nbsp;4
hereof and the following sentence, no unvested Restricted Stock shall vest unless the Participant
is an employee of the Company on December&nbsp;31, 2009. Upon the Participant&#146;s filing of an 83(b)
Election in compliance with Section&nbsp;7 hereof, a number of shares of Restricted Stock shall vest
equal to the number of shares of Common Stock to be withheld by the Company pursuant to Section&nbsp;6
hereof as a result of the 83(b) Election, and such vested shares shall be used for purposes of such
withholding by the Company. There shall be no fractional shares, and accordingly, any calculations
that would result in a fractional share shall be rounded down to the nearest whole share of Common
Stock.


<P align="left" style="font-size: 12pt; text-indent: 4%">4.&nbsp;TERMINATION OF EMPLOYMENT; CHANGE IN CONTROL.


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;For purposes of this Section&nbsp;4, the terms &#147;<U>Cause</U>&#148;, &#147;<U>Without Cause</U>,&#148;
&#147;<U>Good Reason,</U>&#148; &#147;<U>Without Good Reason</U>&#148; and &#147;<U>Disability</U>&#148; shall have the
meanings ascribed to such terms in the Participant&#146;s amended and restated employment agreement with
the Company, dated as of December&nbsp;22, 2008, as amended or restated from time to time;
<U>provided</U>, <U>however</U>, if the Participant is no longer employed pursuant to such
employment agreement, each such term shall have the meaning ascribed to it in the employment
agreement last in effect which contains such defined term.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;If the Participant&#146;s employment with the Company is terminated by the Company for Cause or
by the Participant Without Good Reason, the Participant shall forfeit all unvested Restricted
Stock, if any, as of the date of termination of employment.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;If the Participant&#146;s employment with the Company is terminated by the Company Without
Cause, or is terminated by the Participant for Good Reason, all unvested Restricted Stock, if any,
shall vest upon such date of termination of employment.


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;If the Participant&#146;s employment with the Company is terminated due to the Participant&#146;s
death or Disability, the number of shares of unvested Restricted Stock, if any, shall vest which
equals the product of (x)&nbsp;a fraction the numerator of which is the number of completed whole months
elapsed from January&nbsp;1, 2007 to the date of death or Disability, as the case may be (whichever is
sooner), and the denominator of which is thirty-six (36)&nbsp;and (y)&nbsp;the result of 18,900 minus the
number of shares of Restricted Stock that has vested pursuant to Section&nbsp;3 hereof as a result of
the 83(b) Election, and any portion of the Restricted Stock then remaining unvested shall be
forfeited.


<P align="left" style="font-size: 12pt; text-indent: 4%">(e)&nbsp;In the event of a Change in Control, all unvested Restricted Stock, if any, shall vest on
the Change in Control Date. For purposes hereof, &#147;<U>Change in Control</U>&#148; shall mean any of the
following events: (a)&nbsp;a person or entity or group of persons or entities, acting in concert,
becomes the direct or indirect beneficial owner (within the meaning of Rule&nbsp;13d-3 of the Securities
Exchange Act of 1934, as amended) of securities of the Company representing 50.1% or more of the
combined voting power of the issued and outstanding Common Stock; (b)&nbsp;the Board of Directors of the
Company approves any merger, consolidation or like business combination or reorganization of the
Company, the consummation of which would result in the occurrence of the event described in clause
(a)&nbsp;above, and such transaction shall have been consummated; (c)&nbsp;the Company ceases to be engaged,
directly or indirectly, and does not intend to be engaged at any time in the foreseeable future, in
any real estate business; or (d)&nbsp;the Company sells, transfers or otherwise disposes of all or
substantially all of its assets in one transaction or a series of transactions. The date on which
a Change in Control is consummated, with respect to clauses (a)&nbsp;and (b), or occurs, with respect to
clauses (c)&nbsp;and (d), is herein referred to as the &#147;<U>Change in Control Date</U>.&#148;


<P align="left" style="font-size: 12pt; text-indent: 4%">5.&nbsp;EQUITABLE ADJUSTMENT. If there shall be any change in the Common Stock of the Company,
through merger, consolidation, reorganization, recapitalization, stock dividend, stock split,
reverse stock split, split up, spinoff, combination of shares, exchange of shares, dividend in kind
or other like change in capital structure or distribution (other than normal cash dividends) to
stockholders of the Company, in order to prevent dilution or enlargement of the Participant&#146;s
rights under this Agreement and the Plan, the Committee may, in an equitable manner, adjust the
number and kind of shares that may be issued under this Agreement and make any other appropriate
adjustments in the terms of the Restricted Stock and this Agreement to reflect such changes or
distributions. Any additional property and rights provided to the Participant in respect of shares
of unvested Restricted Stock as the result thereof shall be subject to the same terms and
conditions as the shares of unvested Restricted Stock to which it relates.


<P align="left" style="font-size: 12pt; text-indent: 4%">6.&nbsp;TAXES. Any distribution of Common Stock pursuant to this Agreement shall be net of any
amounts required to be withheld pursuant to applicable federal, state and local tax withholding
requirements. In connection with any such distribution, the Company may require the Participant to
remit to it an amount sufficient to satisfy such tax withholding requirements prior to the delivery
of any certificates for such Common Stock. In lieu thereof, the Company shall have the right to
withhold the amount of such taxes from any other sums due or to become due from the Company to the
Participant as the Committee shall prescribe. The Committee may, in its discretion and subject to
such rules as it may adopt (including any as may be required to satisfy applicable tax and/or
non-tax regulatory requirements), permit the Participant to pay all or a portion of the federal,
state and local withholding taxes arising in connection with the Restricted Stock by electing to
have the Company withhold shares of Common Stock having a Fair Market Value equal to the amount of
tax to be withheld, such tax calculated at the employer&#146;s minimum statutory withholding rates
applicable to the Participant.


<P align="left" style="font-size: 12pt; text-indent: 4%">7.&nbsp;SECTION 83(b) ELECTION. No later than three business days after the date hereof, the
Participant shall file a statement with the Internal Revenue Service making an election under
Section 83(b) of the Code and the regulations promulgated thereunder (&#147;<U>83(b) Election</U>&#148;)
with respect to all of the Restricted Stock and provide a copy of such statement to the Company.
Notwithstanding anything to the contrary in this Agreement, all unvested Restricted Stock shall be
forfeited if the Participant fails to make a timely 83(b) Election. The Participant acknowledges
that the Participant has been advised to consult with Participant&#146;s personal tax advisor regarding
the consequences of an 83(b) Election.


<P align="left" style="font-size: 12pt; text-indent: 4%">8.&nbsp;FORFEITURE OF RESTRICTED STOCK AND PROFITS. At the discretion of the Committee, all or any
portion of the shares of Common Stock issued to the Participant in respect of Restricted Stock and
all or any portion of the proceeds received from the sale of such shares of Common Stock shall be
subject to forfeiture in accordance with the provisions of 15 U.S.C. &#167;&nbsp;7243 (Section&nbsp;304 of the
Sarbanes-Oxley Act of 2002), or any successor statute, as if the Participant were subject to such
statute; <U>provided</U>, <U>however</U>, that the provisions of this Section&nbsp;8 shall no be
applicable on or after a Change in Control Date.


<P align="left" style="font-size: 12pt; text-indent: 4%">9.&nbsp;REGULATORY COMPLIANCE AND LISTING. The issuance or delivery of any stock certificates
representing shares of Common Stock issuable pursuant to this Agreement may be postponed by the
Committee for such period as may be required to comply with any applicable requirements under the
federal or state securities laws, any applicable listing requirements of any national securities
exchange or securities association, and any applicable requirements under any other law, rule or
regulation applicable to the issuance or delivery of such shares, and the Company shall not be
obligated to deliver any such shares of Common Stock to the Participant if either delivery thereof
would constitute a violation of any provision of any law or of any regulation of any governmental
authority or any national securities exchange or securities association, or the Participant shall
not yet have complied fully with the provisions of Section&nbsp;6 hereof.


<P align="left" style="font-size: 12pt; text-indent: 4%">10.&nbsp;INVESTMENT REPRESENTATIONS AND RELATED MATTERS. The Participant hereby represents that
the Common Stock issuable pursuant to this Agreement is being acquired for investment and not for
sale or with a view to distribution thereof. The Participant acknowledges and agrees that any sale
or distribution of shares of Common Stock issued pursuant to this Agreement may be made only
pursuant to either (a)&nbsp;a registration statement on an appropriate form under the Securities Act of
1933, as amended (the &#147;<U>Securities Act</U>&#148;), which registration statement has become effective
and is current with regard to the shares being sold, or (b)&nbsp;a specific exemption from the
registration requirements of the Securities Act that is confirmed in a favorable written opinion of
counsel, in form and substance satisfactory to counsel for the Company, prior to any such sale or
distribution. The Participant hereby consents to such action as the Committee or the Company deems
necessary or appropriate from time to time to prevent a violation of, or to perfect an exemption
from, the registration requirements of the Securities Act or to implement the provisions of this
Agreement, including but not limited to placing restrictive legends on certificates evidencing
shares of Common Stock issued pursuant to this Agreement and delivering stop transfer instructions
to the Company&#146;s stock transfer agent.


<P align="left" style="font-size: 12pt; text-indent: 4%">11.&nbsp;NO RIGHT TO CONTINUED EMPLOYMENT. This Agreement does not confer upon the Participant any
right to continued employment by the Company or any of its subsidiaries or affiliated companies,
nor shall it interfere in any way with the right of the Participant&#146;s employer to terminate the
Participant&#146;s employment at any time for any reason or no reason.


<P align="left" style="font-size: 12pt; text-indent: 4%">12.&nbsp;CONSTRUCTION. The Plan and this Agreement will be construed by and administered under the
supervision of the Committee, and all determinations of the Committee will be final and binding on
the Participant.


<P align="left" style="font-size: 12pt; text-indent: 4%">13.&nbsp;NOTICES. Any notice required or permitted under this Agreement shall be deemed given when
delivered personally, or when deposited in a United States Post Office, postage prepaid, addressed,
as appropriate, (i)&nbsp;to the Participant at the last address specified in Participant&#146;s employment
records, or such other address as the Participant may designate in writing to the Company, or (ii)
to the Company, Avatar Holdings Inc., 201 Alhambra Circle, 12th Floor, Coral Gables, Florida 33134,
Attention: Corporate Secretary, or such other address as the Company may designate in writing to
the Participant.


<P align="left" style="font-size: 12pt; text-indent: 4%">14.&nbsp;FAILURE TO ENFORCE NOT A WAIVER. The failure of either party hereto to enforce at any
time any provision of this Agreement shall in no way be construed to be a waiver of such provision
or of any other provision hereof.


<P align="left" style="font-size: 12pt; text-indent: 4%">15.&nbsp;GOVERNING LAW. This Agreement shall be governed by and construed according to the laws of
the State of Delaware, without regard to the conflicts of laws provisions thereof.


<P align="left" style="font-size: 12pt; text-indent: 4%">16.&nbsp;INCORPORATION OF PLAN. The Plan is hereby incorporated by reference and made a part of
this Agreement, and this Agreement shall be subject to the terms of the Plan, as the Plan may be
amended from time to time.


<P align="left" style="font-size: 12pt; text-indent: 4%">17.&nbsp;COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which
shall be an original but all of which together shall represent one and the same agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">18.&nbsp;MISCELLANEOUS. This Agreement cannot be modified or terminated orally. This Agreement
and the Plan contain the entire agreement between the parties relating to the subject matter
hereof. The Participant agrees that the letter agreement between the parties, dated November&nbsp;8,
2006, has ceased to have any force or effect. The section headings herein are intended for
reference only and shall not affect the interpretation hereof.


<P align="center" style="font-size: 12pt">(signature page follows)



<P align="center" style="font-size: 10pt; display: none; text-indent: 4%">1
<!-- PAGEBREAK -->


<P align="left" style="font-size: 12pt">IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first
written above.

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="15%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="80%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD colspan="3" valign="top" align="left">AVATAR HOLDINGS INC.<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">By:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ Gerald D. Kelfer</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
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</TABLE>
</DIV>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Name: Gerald D. Kelfer<BR>
Title: Chief Executive Officer</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="27%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>/s/ Patricia K. Fletcher</U></TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Patricia Kimball Fletcher</TD>
</TR>

</TABLE>



<P align="center" style="font-size: 10pt; display: none">2


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<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>6
<FILENAME>exhibit5.htm
<DESCRIPTION>EX-10.5
<TEXT>
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<TITLE> EX-10.5 </TITLE>
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<P align="right" style="font-size: 10pt"><FONT style="font-size: 8pt"><B>EXHIBIT 10.5</B></FONT>



<P align="center" style="font-size: 8pt"><FONT style="font-size: 12pt"><B>AMENDED AND RESTATED EMPLOYMENT AGREEMENT</B></FONT>



<P align="left" style="font-size: 12pt; text-indent: 8%">This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (&#147;<U>Agreement</U>&#148;) is made as of December
22, 2008, by and between Avatar Holdings Inc., a Delaware corporation (the &#147;<U>Company</U>&#148;) and
Gerald D. Kelfer (&#147;<U>Employee</U>&#148;) and amends and restates in its entirety, the amended and
restated employment agreement dated as of April&nbsp;15, 2005 between the Company and Employee and as
further amended as of December&nbsp;26, 2006 (the &#147;<U>Original Agreement</U>&#148;).


<P align="center" style="font-size: 12pt"><U>W</U> <U>I</U> <U>T</U> <U>N</U> <U>E</U> <U>S</U> <U>S</U> <U>E</U> <U>T</U> <U>H</U>



<P align="left" style="font-size: 12pt; text-indent: 8%">WHEREAS, Employee is currently employed by the Company;


<P align="left" style="font-size: 12pt; text-indent: 8%">WHEREAS, the Company desires to amend the Original Agreement to comply with Section&nbsp;409A of
the Internal Revenue Code of 1986, as amended (the &#147;<U>Code</U>&#148;) as permitted under the guidance
promulgated thereunder (collectively &#147;<U>Section&nbsp;409A</U>&#148;); and


<P align="left" style="font-size: 12pt; text-indent: 8%">WHEREAS, such Agreement shall supersede the Original Agreement.


<P align="left" style="font-size: 12pt; text-indent: 8%">NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth,
the parties hereto agree as follows:


<P align="left" style="font-size: 12pt; text-indent: 8%">1.&nbsp;<U>Employment</U>. The Company agrees to employ Employee and Employee agrees to be
employed by the Company commencing as of the date hereof and ending on June&nbsp;30, 2011 (unless sooner
terminated as hereinafter provided), on the terms and subject to the conditions set forth in this
Agreement.


<P align="left" style="font-size: 12pt; text-indent: 8%">2.&nbsp;<U>Duties</U>. (a)&nbsp;Employee shall continue to be nominated as a director of the Company
and, subject to Employee&#146;s election thereto by the Board of Directors or the stockholders of the
Company, Employee shall be employed as the President and Chief Executive Officer of the Company.
In such capacities, Employee shall serve as the senior executive officer of the Company and shall
have the duties and responsibilities prescribed for such positions by the By-Laws of the Company,
and shall have such other duties and responsibilities as may from time to time be prescribed by the
Board of Directors of the Company or the Executive Committee of the Board of Directors, provided
that such duties and responsibilities are consistent with Employee&#146;s position as the senior
executive officer. In the event that during the term of Employee&#146;s employment hereunder Employee&#146;s
duties and responsibilities are expanded or Employee&#146;s title is changed (without reduction in
status), then in either or both events the rights and obligations under this Agreement shall not be
affected. In the performance of Employee&#146;s duties, Employee shall be subject to the supervision
and direction of the Board of Directors of the Company and the Executive Committee of the Board of
Directors.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;Subject to the term of Employee&#146;s employment hereunder, Employee shall devote Employee&#146;s
full working time and effort to the proper performance of Employee&#146;s duties and responsibilities as
President and Chief Executive Officer. Employee hereby represents and warrants to the Company that
Employee has no obligations under any existing employment or service agreement other than the
Original Agreement and that Employee&#146;s performance of the services required of Employee hereunder
will not conflict with any other existing obligations or commitments. Nothing in this Agreement
shall preclude Employee from engaging, consistent with Employee&#146;s duties and responsibilities
hereunder, in charitable and community affairs.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;Employee shall perform the services contemplated hereunder at the principal executive
office of the Company and at such other locations as may be reasonably necessary to the performance
of such services.


<P align="left" style="font-size: 12pt; text-indent: 8%">3.&nbsp;<U>Compensation</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;<U>Base Salary</U>. During the term of Employee&#146;s employment hereunder, the Company
shall pay Employee, and Employee shall accept from the Company for Employee&#146;s services, a salary at
the rate of $500,000 per year (&#147;<U>Base Salary</U>&#148;). Such Base Salary shall be payable in
accordance with the Company&#146;s policy with respect to the compensation of executives.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;<U>Annual Bonus</U>. During the term of Employee&#146;s employment hereunder, the Company
shall pay Employee, and Employee shall accept from the Company for Employee&#146;s services, in addition
to Employee&#146;s Base Salary, a calendar year annual cash bonus of $500,000 (&#147;<U>Annual Bonus</U>&#148;).
Such Annual Bonus shall be payable on the last business day of the calendar year to which the
Annual Bonus relates.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;<U>Expenses</U>. During Employee&#146;s employment, Employee will be entitled to receive
prompt reimbursement for all reasonable expenses incurred by Employee in performing Employee&#146;s
services hereunder, provided that Employee properly accounts therefor in accordance with Company
policy. Notwithstanding anything in this Agreement to the contrary, expense reimbursements shall be
made by the Company no later than the end of the calendar year following the calendar year in which
the expense is incurred.


<P align="left" style="font-size: 12pt; text-indent: 8%">4.&nbsp;<U>Vacations</U>. During Employee&#146;s employment, Employee shall be entitled to take such
amount of vacation per year as is permitted pursuant to and in accordance with the Company&#146;s
policies for its senior executives (as such policies may be amended from time to time or terminated
in Avatar&#146;s sole discretion), without loss or diminution of compensation. Employee shall also be
entitled to all paid holidays given by the Company to its senior executives.


<P align="left" style="font-size: 12pt; text-indent: 8%">5.&nbsp;<U>Participation in Benefit Plans</U>. Employee shall be entitled to participate in and
to receive benefits under all the Company&#146;s employee benefit plans and arrangements in effect on
the date hereof, and Employee shall also be entitled to participate in or receive benefits under
any pension or retirement plan, savings plan, or health-and-accident plan made available by the
Company in the future to its senior executives and other key management employees, subject to and
on a basis consistent with the terms, conditions and overall administration of such plans and
arrangements and provided that Employee meets the eligibility requirements thereof.


<P align="left" style="font-size: 12pt; text-indent: 8%">6.&nbsp;<U>Other Offices</U>. Employee further agrees to serve without additional compensation,
if elected or appointed thereto, as an officer or director of any of the Company&#146;s subsidiaries or
affiliates or as any other officer of the Company.


<P align="left" style="font-size: 12pt; text-indent: 8%">7.&nbsp;<U>Termination</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;<U>Death</U>. Employee&#146;s employment hereunder shall terminate upon Employee&#146;s death.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;<U>Disability</U>. In the event of Employee&#146;s Disability (as defined below) during the
term of Employee&#146;s employment hereunder, the Company shall have the right, upon written notice to
Employee, to terminate Employee&#146;s employment hereunder, effective upon the giving of such notice.
For the purposes hereof, &#147;<U>Disability</U>&#148; shall be defined as any physical or mental disability
or incapacity which renders Employee incapable of fully performing the services required of
Employee in accordance with Employee&#146;s obligations hereunder for a period of 120 consecutive days
or for shorter periods aggregating 120&nbsp;days during any period of twelve (12)&nbsp;consecutive months.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;<U>Cause</U>. The Company may terminate Employee&#146;s employment hereunder for &#147;Cause&#148;.
For the purposes hereof, termination for &#147;<U>Cause</U>&#148; shall mean termination after:



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(i)&nbsp;Employee&#146;s commission of a material act of fraud against the Company or its
affiliates;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(ii)&nbsp;Employee&#146;s conviction of (or pleading by Employee of <I>nolo contendere </I>to)
any crime which constitutes a felony that the Board of Directors of the Company
determines in good faith is or may become materially harmful to the Company, any of
its subsidiaries and/or affiliates (the foregoing entities being referred to herein
collectively as the &#147;<U>Avatar Entities</U>&#148; and each as an &#147;<U>Avatar
Entity</U>&#148;), either financially or with respect to such Avatar Entity&#146;s business
reputation; or



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(iii)&nbsp;the willful, repeated and demonstrable failure by Employee substantially
to perform Employee&#146;s duties over a period of not less than 30&nbsp;days, other than any
such failure resulting from Employee&#146;s incapacity due to physical or mental illness,
or material breach of any of Employee&#146;s obligations under this Agreement, and
Employee&#146;s failure to cure such failure or breach within 30&nbsp;days after receipt of
written notice from the Chairman of the Board of Directors of the Company.


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;<U>Termination by Employee for Good Reason</U>. Employee may terminate Employee&#146;s
employment hereunder for Good Reason. For purposes of this Agreement, &#147;<U>Good Reason</U>&#148; shall
mean (A)&nbsp;the failure of the Board of Directors to continue to recommend or elect, or the
stockholders of the Company to continue to elect, Employee as a director of the Company throughout
the term of Employee&#146;s employment hereunder, or the failure of the Board of Directors to elect
Employee or continue to elect Employee to the Executive Committee of the Board, <U>provided</U>
that if Employee is not so continued, the Company shall be entitled to cure such failure within
thirty (30)&nbsp;days after Employee ceases to serve as a director or a member of the Executive
Committee, as the case may be, (B)&nbsp;any assignment to Employee of any material duties other than
those contemplated by, or any limitation of Employee&#146;s powers or in any respect not contemplated
by, paragraph 2 hereof, <U>provided</U> that Employee first deliver written notice thereof to the
Chairman of the Board of Directors of the Company and the Company shall have failed to cure such
non-permitted assignment or limitation within thirty (30)&nbsp;days after receipt of such written
notice, (C)&nbsp;a material reduction in Employee&#146;s rate of compensation, or a material reduction in
Employee&#146;s fringe benefits (other than a material reduction in fringe benefits generally applicable
to senior executives of the Company) or any other material failure by the Company to perform any of
its material obligations hereunder, <U>provided</U> that Employee first deliver written notice
thereof to the Chairman of the Board of the Company and the Company shall not have cured such
reduction or failure within thirty (30)&nbsp;days after receipt of such written notice, or (D)&nbsp;the
Company relocates its principal place of business to a place whose distance is further than a (i)
75-mile radius from Coral Gables, Florida or (ii)&nbsp;75-mile radius from New York, New York.


<P align="left" style="font-size: 12pt; text-indent: 8%">(e)&nbsp;<U>Termination by Employee Following a Change in Control</U>. Employee may terminate
Employee&#146;s employment hereunder at any time during the period beginning on the date of the
consummation of a Change in Control (the &#147;<U>Change in Control Date</U>&#148;) and ending on the first
Anniversary of the Change in Control Date. For purposes of this Agreement, a &#147;<U>Change of
Control</U>&#148; shall mean any of the following events:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(1)&nbsp;a person or entity or group of persons or entities, acting in concert, become the
direct or indirect beneficial owner (within the meaning of Rule&nbsp;13d-3 of the Securities
Exchange Act of 1934, as amended) of securities of the Company representing ninety percent
(90%) or more of the combined voting power of the issued and outstanding Common Stock; or



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(2)&nbsp;the Board approves any merger, consolidation or like business combination or
reorganization of Avatar, the consummation of which would result in the occurrence of the
event described in clause (1)&nbsp;above, and such transaction shall have been consummated.


<P align="left" style="font-size: 12pt; text-indent: 8%">(f)&nbsp;Any termination by the Company pursuant to paragraphs (b)&nbsp;or (c)&nbsp;above or by Employee
pursuant to paragraph (d)&nbsp;or (e)&nbsp;above shall be communicated by written Notice of Termination to
the other party hereto. For the purposes hereof, a &#147;<U>Notice of Termination</U>&#148; shall mean a
notice which shall indicate the specific termination provision in this Agreement relied upon and
shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for
termination of Employee&#146;s employment under the provision so indicated.


<P align="left" style="font-size: 12pt; text-indent: 8%">(g)&nbsp;&#147;<U>Date of Termination</U>&#148; shall mean (i)&nbsp;if Employee&#146;s employment is terminated by
Employee&#146;s death, the date of Employee&#146;s death, (ii)&nbsp;if Employee&#146;s employment is terminated for any
other reason, the date on which a Notice of Termination is given, or (iii)&nbsp;absent a termination
pursuant to clause (i)&nbsp;or (ii)&nbsp;above, June&nbsp;30, 2011.


<P align="left" style="font-size: 12pt; text-indent: 8%">(h)&nbsp;With respect to any date referred to in this Agreement, the term &#147;<U>Anniversary</U>&#148;
shall mean the annual recurrence of such date.


<P align="left" style="font-size: 12pt; text-indent: 8%">8.&nbsp;<U>Compensation Upon Termination or During Disability; Excise Taxes Upon Change in
Control</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;<U>Death</U>. If Employee&#146;s employment shall be terminated by reason of Employee&#146;s death,
the Company shall pay, to such person as Employee shall designate in a notice filed with the
Company, or, if no such person shall be designated, to Employee&#146;s estate as a death benefit within
thirty (30)&nbsp;days of the Date of Termination, a lump sum payment equal to any accrued but unpaid
Base Salary and a prorated Annual Bonus at the time of Employee&#146;s death. This amount shall be
exclusive of and in addition to any payments that Employee&#146;s widow, beneficiaries or estate may be
entitled to receive pursuant to any pension or employee benefit plan maintained by the Company.
Employee&#146;s designated beneficiary or the executor of Employee&#146;s estate, as the case may be, shall
accept the payment provided for in this paragraph 8 in full discharge and release of the Company of
and from any further obligations under this Agreement, subject to payments, if any, provided for in
paragraph 8(f) below.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;<U>Disability</U>. During any period that Employee fails to perform Employee&#146;s duties
hereunder as a result of incapacity due to physical or mental illness, Employee shall continue to
receive Employee&#146;s full Base Salary payable in accordance with normal payroll practices and a
prorated Annual Bonus payable in accordance with paragraph 3(b), until, if applicable, Employee&#146;s
employment is terminated pursuant to paragraph 7(b) hereof. If Employee&#146;s employment is terminated
by the Company pursuant to paragraph 7(b), the Company shall be discharged and released of and from
any further obligations under this Agreement, subject to payments, if any, provided for in
paragraph 8(f) below. During any such period and thereafter Employee shall continue to bear the
obligations provided for in paragraph 9 below in accordance with the terms of such paragraph 9.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;<U>Termination for Cause or Resignation Without Good Reason</U>. If Employee&#146;s employment
shall be terminated for Cause or Employee shall terminate Employee&#146;s employment other than for Good
Reason, the Company shall pay Employee Employee&#146;s (i)&nbsp;in a lump sum payment within thirty (30)&nbsp;days
following the Date of Termination, all Base Salary which has been earned but has not been paid as
of the Date of Termination and (ii)&nbsp;a prorated Annual Bonus through the Date of Termination payable
in a lump sum payment in accordance with paragraph 3(b). The Company shall be discharged and
released of and from any further obligations under this Agreement. Thereafter, Employee shall
continue to have the obligations provided for in paragraph 9 below. Nothing contained herein shall
be deemed to be a waiver by the Company of any rights that it may have against Employee in respect
of Employee&#146;s actions which gave rise to the termination of Employee&#146;s employment for Cause.


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;<U>Termination Without Cause or Resignation For Good Reason</U>. If the Company shall
terminate Employee&#146;s employment other than pursuant to paragraph 7(b) or 7(c) hereof or if Employee
shall terminate Employee&#146;s employment for Good Reason, then:



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(i)&nbsp;The Company shall continue to pay Employee his full Base Salary in
accordance with normal payroll practices and without interest through the earlier of
(x)&nbsp;June&nbsp;30, 2011 and (y)&nbsp;the second Anniversary of the Date of Termination at the
rate in effect at the time Notice of Termination is given in accordance with
paragraph 7(f) hereof;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(ii)&nbsp;The Company shall continue to pay Employee his Annual Bonus payable in a
lump sum payment in accordance with paragraph 3(b) and without interest through the
earlier of (x)&nbsp;June&nbsp;30, 2011 and (y)&nbsp;the second Anniversary of the Date of
Termination;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(iii)&nbsp;The Company shall pay Employee the severance payments described in
paragraph 8(f) below; and



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(iv)&nbsp;The Company shall maintain in full force and effect, for Employee&#146;s
continued benefit, all employee benefit plans and programs to the extent applicable
to other senior executives of the Company (provided that Employee&#146;s continued
participation is permissible under the general terms and provisions of such plans
and programs) through the earlier of (x)&nbsp;June&nbsp;30, 2011 and (y)&nbsp;the second
Anniversary of the Date of Termination. In the event that Employee&#146;s participation
in any such plan or program is not permitted, Employee shall be entitled to receive
an amount equal to the annual contributions, payments, credits or allocations made
by the Company to Employee&#146;s account or on Employee&#146;s behalf under such plans and
programs.


<P align="left" style="font-size: 12pt; text-indent: 8%">(e)&nbsp;<U>Termination by Employee Following a Change in Control</U>. If Employee shall
terminate Employee&#146;s employment hereunder pursuant to paragraph 7(e) hereof, then Employee shall
continue to receive Employee&#146;s Base Salary in accordance with normal payroll practices and Annual
Bonus in accordance with paragraph 3(b) through the earlier of (i)&nbsp;the first Anniversary of the
Date of Termination or (ii)&nbsp;June&nbsp;30, 2011.


<P align="left" style="font-size: 12pt; text-indent: 8%">(f)&nbsp;<U>Severance Payments</U>. If Employee&#146;s employment terminates on June&nbsp;30, 2011 pursuant
to paragraph 1 of this Agreement, Employee terminates his employment for Good Reason or Employee is
terminated by the Company without Cause, the Company shall pay or provide to Employee beginning in
the calendar year following the Date of Termination an annual payment of $250,000 for four (4)
years, payable within thirty (30)&nbsp;days following the beginning of each such calendar year. If
Employee&#146;s employment with the Company is terminated by Employee&#146;s death or Disability prior to
June&nbsp;30, 2011 or Employee terminates his employment pursuant to paragraph 7(e) hereof, Employee (or
the executor or administrator of the deceased Employee&#146;s estate or the person or persons to whom
the deceased Employee&#146;s rights shall pass by will or the laws of descent or distribution, as
applicable) shall be entitled to receive, beginning in the calendar year following the Date of
Termination, an annual payment for four (4)&nbsp;years, payable within thirty (30)&nbsp;days following the
beginning of each such calendar year, equal to the product of (x)&nbsp;a fraction (which in no event
shall exceed one (1)) the numerator of which is the number of completed whole months elapsed from
November&nbsp;30, 2000 to the date of death, Disability or termination of employment, as the case may be
(whichever is earliest), and the denominator of which is ninety-seven (97)&nbsp;and (y) $250,000.


<P align="left" style="font-size: 12pt; text-indent: 8%">(g)&nbsp;If the Company shall terminate Employee&#146;s employment hereunder other than pursuant to
paragraphs 7(b) or 7(c) hereof, or if Employee shall terminate Employee&#146;s employment pursuant to
paragraph 7(d) hereof, Employee agrees, during the entire period of time that Employee is entitled
to receive any benefits pursuant to paragraph 8(d) above, to make known Employee&#146;s availability for
employment involving services of a nature substantially similar and of a comparable stature to
those performed by Employee on behalf of the Company in a manner customary for executives holding
positions substantially similar and of a comparable stature to Employee&#146;s position with the
Company. Employee agrees to keep the Chairman of the Board of the Company (or his designee)
apprised of Employee&#146;s employment status during such period and, if requested, Employee will
provide appropriate supporting documentation with respect to the salary, bonuses or other
compensation earned by and benefits made available to Employee in respect of such employment. In
the event Employee secures employment as described in this paragraph 8(g), the Company shall be
entitled to (i)&nbsp;deduct from the amounts payable to Employee pursuant to paragraphs 8(d)(i) and
8(d)(ii) above (excluding any accrued but unpaid Annual Bonus through the Date of Termination) any
salary, bonuses or other compensation paid to Employee in connection with such employment and
(ii)&nbsp;terminate Employee&#146;s participation in (and shall not be required to pay Employee any sums in
respect of) any employee benefit plans and programs described in paragraph 8(d)(iii) that are
substantially similar to any employee benefit plans and programs in which Employee participates in
connection with such new or existing employment. Employee agrees promptly to repay to the Company
any amounts paid to Employee by the Company pursuant to paragraphs 8(d)(i) and 8(d)(ii) which the
Company was entitled to deduct from such amounts pursuant to this paragraph 8(g).


<P align="left" style="font-size: 12pt; text-indent: 8%">(h)&nbsp;If Employee becomes entitled to any payment, benefit or distribution (or combination
thereof) by the Company or any other Avatar Entity, whether paid or payable pursuant to this
Agreement or any other plan, arrangement, or agreement with the Company or any other Avatar Entity
(the &#147;<U>Payments</U>&#148;), which are or become subject to the excise tax imposed by Section&nbsp;4999 of
the Code, or any interest or penalties are incurred by Employee with respect to such excise tax
(such excise tax, together with any such interest and penalties, hereinafter collectively referred
to as the &#147;<U>Excise Tax</U>&#148;), the Payments shall be reduced by an amount not to exceed $250,000
until no portion of such Payments would be subject to Excise Tax. The reduction of the Payments, if
applicable, shall be made by reducing the cash portion of the Payments under the following
paragraphs in the following order: (A)&nbsp;paragraph 8(e), and (B)&nbsp;paragraph 8(f). Notwithstanding the
foregoing, if the reduction in the Payments required so that no portion of the Payments are subject
to the Excise Tax would be greater than $250,000, then Employee in his sole discretion may elect
whether or not to reduce the Payments to avoid the Excise Tax. In such case, if Employee elects
not to reduce the Payments then Employee shall be responsible for the payment of the Excise Tax.


<P align="left" style="font-size: 12pt; text-indent: 8%">9.&nbsp;<U>Non-Competition and Protection of Confidential Information</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;<U>Restrictive Covenants</U>. Employee agrees, as a condition to the performance by the
Company of its obligations hereunder, particularly its obligations under paragraph 3 hereof, that
during the term of Employee&#146;s employment hereunder and through the first Anniversary of the Date of
Termination, Employee shall not, without the prior written approval of the Board of Directors of
the Company, directly or indirectly through any other person, firm or corporation:



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(i)&nbsp;Engage, participate, own or make any financial investments in, or become
employed by or render (whether or not for compensation) any consulting, advisory or
other services to or for the benefit of, any person, firm or corporation, that
directly or indirectly, engages primarily in, the development of adult retirement
communities and/or active adult communities; <U>provided</U>, <U>however</U>, that
it shall not be a violation of this Agreement for Employee (i)&nbsp;to have beneficial
ownership of less than 1% of the outstanding amount of any class of securities of
any enterprise (but without otherwise participating in the activities of such
enterprise) if such securities are registered under Section&nbsp;12 of the Securities
Exchange Act of 1934, as amended (the &#147;<U>Exchange Act</U>&#148;) or quoted on an
inter-dealer quotation system or (ii)&nbsp;to have beneficial ownership of less than 20%
of the outstanding amount of any class of securities of any enterprise (but without
otherwise participating in the activities or otherwise having influence or control
of such enterprise) if such securities are not registered under Section&nbsp;12 of the
Exchange Act or quoted on an inter-dealer quotation system;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(ii)&nbsp;Solicit, raid, entice or induce any person, firm or corporation that
presently is or at any time during the term of Employee&#146;s employment hereunder a
customer of any of the Avatar Entities to become a customer of any other person,
firm or corporation, and Employee shall not approach any such person, firm or
corporation for such purpose or authorize or knowingly approve the taking of such
actions by any other person; or



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(iii)&nbsp;Solicit, raid, entice or induce any person that presently is or at any
time during the term of Employee&#146;s employment hereunder an employee of any of the
Avatar Entities to become employed by any person, firm or corporation, and Employee
shall not approach any such employee for such purpose or authorize or knowingly
approve the taking of such actions by any other person.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;<U>Confidential Information</U>. Recognizing that the knowledge, information and
relationship with customers, suppliers, and agents, and the knowledge of the Avatar Entities&#146;
business methods, systems, plans and policies which Employee shall hereafter establish, receive or
obtain as an employee of the Company or any other Avatar Entity, are valuable and unique assets of
the respective businesses of the Avatar Entities, Employee agrees that, during and after the term
of Employee&#146;s employment hereunder, Employee shall not (other than pursuant to Employee&#146;s duties
hereunder) disclose, without the prior written approval of the Board of Directors of the Company,
any such knowledge or information pertaining to any of the Avatar Entities, their business,
personnel or policies, to any person, firm, corporation or other entity, for any reason or purpose
whatsoever. The provisions of this paragraph 9 shall not apply to information (i)&nbsp;that is or shall
become generally known to the public or the trade (except by reason of Employee&#146;s breach of
Employee&#146;s obligations hereunder), (ii)&nbsp;that is or shall become available in trade or other
publications, (iii)&nbsp;that is known to Employee prior to entering the employ of the Company, and (iv)
that Employee is required to disclose by order of a court of competent jurisdiction (provided that
prior to Employee&#146;s disclosure of any such information Employee shall provide the Company with
reasonable notice and a reasonable opportunity to seek a protective order to prevent such
disclosure).


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;<U>Geographic Scope</U>. The provisions of this paragraph 9 (other than paragraphs
9(a)(ii) and (iii)&nbsp;and 9(b), which shall be in full force and effect without regard to the
geographic limitations set forth in this paragraph 9(d)) shall be in full force and effect within a
100-mile radius of a site for which any Avatar Entity is preparing to develop, has commenced
development of, or has a binding commitment or option to purchase, real estate. Employee and the
Company expressly agree that the prohibitions set forth in paragraph 9(a)(i) shall be in full force
and effect with respect to any services or business activity which competes in the above mentioned
geographic area with the business operations or activities of any of the Avatar Entities,
regardless of the geographic location of Employee in rendering such services or engaging in such
business activity.


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;<U>Survival</U>. The provisions of this paragraph 9 shall survive the termination of
Employee&#146;s employment hereunder, irrespective of the reason therefor.


<P align="left" style="font-size: 12pt; text-indent: 8%">(e)&nbsp;<U>Remedies</U>. Employee acknowledges that his services are of a special, unique and
extraordinary character and, his position with the Avatar Entities places him in a substantial
relationship and a position of confidence and trust with specific prospective or existing
customers, suppliers and employees of the Avatar Entities, and that in connection with his services
to the Company, Employee will have access to confidential business or professional information
vital to the Avatar Entities&#146; businesses. Employee further acknowledges that in view of the nature
of the business in which the Avatar Entities are engaged, the foregoing restrictive covenants in
this paragraph 9 hereof are reasonable and necessary in order to protect the legitimate business
interests of the Avatar Entities and that violation thereof would result in irreparable injury to
the Avatar Entities. Accordingly, Employee consents and agrees that if Employee violates or
threatens to violate any of the provisions of this paragraph 9 hereof the Avatar Entities would
sustain irreparable harm and, therefore, the Avatar Entities shall be entitled to obtain from any
court of competent jurisdiction, temporary, preliminary and/or permanent injunctive relief as well
as damages, attorneys fees and costs, and an equitable accounting of all earnings, profits and
other benefits arising from such violation, which rights shall be cumulative and in addition to any
other rights or remedies in law or equity to which the Avatar Entities may be entitled.


<P align="left" style="font-size: 12pt; text-indent: 8%">10.&nbsp;<U>Section&nbsp;409A of the Code</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;If any payment, compensation or other benefit provided to Employee in connection with his
employment termination is determined, in whole or in part, to constitute &#147;nonqualified deferred
compensation&#148; within the meaning of Section&nbsp;409A and Employee is a specified employee as defined in
Section&nbsp;409A(a)(2)(B)(i), no part of such payments shall be paid before the day that is six (6)
months plus one (1)&nbsp;day after the date of termination or earlier death (the &#147;<U>New Payment
Date</U>&#148;). The aggregate of any payments that otherwise would have been paid to Employee during
the period between the date of termination and the New Payment Date shall be paid to Employee in a
lump sum on such New Payment Date. Thereafter, any payments that remain outstanding as of the day
immediately following the New Payment Date shall be paid without delay over the time period
originally scheduled, in accordance with the terms of this Agreement. Notwithstanding the
foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare
benefits to Employee that would not be required to be delayed if the premiums therefor were paid by
Employee, Employee shall pay the full cost of premiums for such welfare benefits during the
six-month period and the Company shall pay Employee an amount equal to the amount of such premiums
paid by Employee during such six-month period promptly after its conclusion. A termination of
employment shall not be deemed to have occurred for purposes of any provision of this Agreement
providing for the payment of any amounts or benefits subject to Section&nbsp;409A upon or following a
termination of employment unless such termination is also a &#147;separation from service&#148; within the
meaning of Section&nbsp;409A, and for purposes of any such provision of this Agreement, references to a
&#147;resignation,&#148; &#147;termination,&#148; &#147;terminate,&#148; &#147;termination of employment&#148; or like terms shall mean
separation from service.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;All reimbursements for costs and expenses under this Agreement shall be paid in no event
later than the end of the calendar year following the calendar year in which Employee incurs such
expense. With regard to any provision herein that provides for reimbursement of costs and expenses
or in-kind benefits, except as permitted by Section&nbsp;409A, (i)&nbsp;the right to reimbursement or in-kind
benefits shall not be subject to liquidation or exchange for another benefit, and (ii)&nbsp;the amount
of expenses eligible for reimbursements or in-kind benefits provided during any taxable year shall
not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other
taxable year, provided, however, that the foregoing clause (ii)&nbsp;shall not be violated with regard
to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because
such expenses are subject to a limit related to the period the arrangement is in effect.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;The parties acknowledge and agree that the interpretation of Section&nbsp;409A and its
application to the terms of this Agreement is uncertain and may be subject to change as additional
guidance and interpretations become available. Anything to the contrary herein notwithstanding,
all benefits or payments provided by the Company to Employee that would be deemed to constitute
&#147;nonqualified deferred compensation&#148; within the meaning of Section&nbsp;409A are intended to comply with
Section&nbsp;409A. If, however, any such benefit or payment is deemed to not comply with Section&nbsp;409A,
the Company and Employee agree to renegotiate in good faith any such benefit or payment (including,
without limitation, as to the timing of any severance payments payable hereof) so that either (i)
Section&nbsp;409A will not apply or (ii)&nbsp;compliance with Section&nbsp;409A will be achieved; provided,
however, that any resulting renegotiated terms shall provide to Employee the after-tax economic
equivalent of what otherwise has been provided to Employee pursuant to the terms of this Agreement,
and provided further, that any deferral of payments or other benefits shall be only for such time
period as may be required to comply with Section&nbsp;409A.


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;If under this Agreement, an amount is paid in two or more installments, for purposes of
Section&nbsp;409A, each installment shall be treated as a separate payment.


<P align="left" style="font-size: 12pt; text-indent: 8%">11.&nbsp;<U>Deductions and Withholdings</U>. The Company shall be entitled to withhold any
amounts payable under this Agreement on account of payroll taxes and similar matters as are
required by applicable law, rule or regulation of appropriate governmental authorities.


<P align="left" style="font-size: 12pt; text-indent: 8%">12.&nbsp;<U>Successors; Binding Agreement</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;The Company will require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or assets of the
Company, by agreement in form and substance reasonably satisfactory to Employee, to expressly
assume and agree to perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had taken place. Failure of the
Company to obtain such agreement prior to the effectiveness of any such succession shall be a
breach of this Agreement and shall entitle Employee to compensation from the Company in the same
amount and on the same terms as Employee would be entitled to hereunder if Employee terminated
Employee&#146;s employment for Good Reason, except that for purposes of implementing the foregoing, the
date on which any such succession becomes effective shall be deemed the Date of Termination. As
used in this Agreement, &#147;<U>Company</U>&#148; shall include any successor to the Company&#146;s business
and/or assets as aforesaid which executes and delivers the agreement provided for in this paragraph
12 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation
of law. Except as set forth above, the Company may not assign this Agreement or any of its rights
or obligations hereunder, without Employee&#146;s prior written consent.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;This Agreement and all Employee&#146;s rights hereunder shall inure to the benefit of and be
enforceable by Employee&#146;s personal or legal representatives, executors, administrators, successors,
heirs, distributees, devisees and legatees. If Employee should die while any amounts would still
be payable to Employee hereunder if Employee had continued to live, all such amounts, unless
otherwise provided herein, shall be paid in accordance with the terms of this Agreement to
Employee&#146;s devisee, legatee, or other designee or, if there be no such designee, to Employee&#146;s
estate. Employee&#146;s obligations hereunder may not be delegated and except as otherwise provided
herein relating to the designation of a devisee, legatee or other designee, Employee may not
assign, transfer, pledge, encumber, hypothecate or otherwise dispose of this Agreement or any of
Employee&#146;s rights hereunder, and any such attempted delegation or disposition shall be null and
void and without effect.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;This Agreement has been duly authorized by the Company, and constitutes the legal, valid
and binding obligation of the Company, enforceable against it in accordance with its terms.
Employee agrees that this Agreement constitutes Employee&#146;s legal, valid and binding obligation and
is enforceable against Employee in accordance with its terms.


<P align="left" style="font-size: 12pt; text-indent: 8%">13.&nbsp;<U>Notice</U>. For the purposes of this Agreement, notices and all other communications
provided for shall be in writing and shall be deemed to have been duly given when delivered or
mailed by United States registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:


<P align="left" style="font-size: 12pt; text-indent: 8%">If to Employee:


<P align="left" style="font-size: 12pt; text-indent: 12%">Mr.&nbsp;Gerald D. Kelfer


<P align="left" style="font-size: 12pt; text-indent: 12%">7426 S.W. 49th Place


<P align="left" style="font-size: 12pt; text-indent: 12%">Miami, Florida 33143


<P align="left" style="font-size: 12pt; text-indent: 8%">If to the Company:


<P align="left" style="font-size: 12pt; text-indent: 12%">Avatar Holdings Inc.


<P align="left" style="font-size: 12pt; text-indent: 12%">201 Alhambra Circle, 12th Floor


<P align="left" style="font-size: 12pt; text-indent: 12%">Coral Gables, Florida 33134


<P align="left" style="font-size: 12pt; text-indent: 12%">Attention: Chairman of the Board


<P align="left" style="font-size: 12pt; text-indent: 12%">Facsimile: (305)&nbsp;441-7876


<P align="left" style="font-size: 12pt; text-indent: 12%">and with a copy to:


<P align="left" style="font-size: 12pt; text-indent: 12%">Weil, Gotshal &#038; Manges LLP


<P align="left" style="font-size: 12pt; text-indent: 12%">767 Fifth Avenue


<P align="left" style="font-size: 12pt; text-indent: 12%">New York, New York 10153


<P align="left" style="font-size: 12pt; text-indent: 12%">Attention: R. Todd Lang, Esq.


<P align="left" style="font-size: 12pt; text-indent: 12%">Facsimile: (212)&nbsp;310-8007


<P align="left" style="font-size: 12pt">or to such other address as any party may have furnished to the other in writing in accordance
herewith, except that notices of change of address shall be effective only upon receipt.


<P align="left" style="font-size: 12pt; text-indent: 8%">14.&nbsp;<U>Miscellaneous</U>. No provisions of this Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to in writing signed by Employee
and by the Company. No waiver by either party hereto at any time of any breach by the other party
hereto of, or compliance with, any condition or provision of this Agreement to be performed by such
other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same
or at any prior or subsequent time.


<P align="left" style="font-size: 12pt; text-indent: 8%">15.&nbsp;<U>Entire Agreement</U>. This Agreement and the letter agreement dated as of May&nbsp;20,
2005 between the Company and Employee, constitute the complete understanding between the parties
with respect to Employee&#146;s employment and supersedes any other prior oral or written agreements
between Employee and any Avatar Entity (including the Original Agreement).


<P align="left" style="font-size: 12pt; text-indent: 8%">16.&nbsp;<U>Governing Law</U>. This Agreement shall be subject to, and governed by, the laws of
the State of Florida applicable to contracts made and to be performed in the State of Florida,
regardless of where Employee is in fact required to work.


<P align="left" style="font-size: 12pt; text-indent: 8%">17.&nbsp;<U>Validity</U>. The invalidity or unenforceability of any provision or provisions of
this Agreement shall not affect the validity or enforceability of any other provision of this
Agreement, which shall remain in full force and effect.


<P align="left" style="font-size: 12pt; text-indent: 8%">18.&nbsp;<U>Counterparts</U>. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original but all of which together will constitute one and the same
instrument.


<P align="left" style="font-size: 12pt">(signature page follows)
<P align="center" style="font-size: 10pt; display: none">1
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as
of the date first written above.


<P align="left" style="font-size: 12pt; text-indent: 23%">AVATAR HOLDINGS INC.


<P align="left" style="font-size: 12pt; text-indent: 23%">By<U>: /s/ Juanita I. Kerrigan</U><BR>
Name: Juanita Kerrigan<BR>
Title: Vice President<BR>


<P align="left" style="font-size: 12pt; text-indent: 27%"><U>/s/ Gerald D. Kelfer</U>


<P>
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    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Gerald D. Kelfer</TD>
</TR>

</TABLE>



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<TYPE>EX-10.6
<SEQUENCE>7
<FILENAME>exhibit6.htm
<DESCRIPTION>EX-10.6
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<TITLE> EX-10.6 </TITLE>
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<P align="right" style="font-size: 10pt"><FONT style="font-size: 8pt"><B>EXHIBIT 10.6</B></FONT>



<P align="center" style="font-size: 8pt"><FONT style="font-size: 12pt"><U>AMENDED AND RESTATED 2008-2010 EARNINGS PARTICIPATION AWARD AGREEMENT</U></FONT>



<P align="left" style="font-size: 12pt; text-indent: 4%">This AMENDED AND RESTATED 2008-2010 EARNINGS PARTICIPATION AWARD AGREEMENT, dated December&nbsp;22,
2008 (the &#147;<U>Agreement</U>&#148;), is made by and between Avatar Holdings Inc., a Delaware corporation
(the &#147;<U>Company</U>&#148;) and Gerald D. Kelfer (the &#147;<U>Participant</U>&#148;), and amends and restates
in its entirety the 2008-2010 Earnings Participation Award Agreement, by and between the Company
and the Participant, dated April&nbsp;15, 2005 (the &#147;<U>Original Agreement</U>&#148;).


<P align="left" style="font-size: 12pt; text-indent: 4%">The Company and the Participant wish to provide for certain modifications to the Original
Agreement to comply with Section&nbsp;409A of the Internal Revenue Code of 1986, as amended (the
&#147;<U>Code</U>&#148;) and wish to amend, restate and supersede the Original Agreement, all upon the terms
and conditions set forth herein.


<P align="left" style="font-size: 12pt; text-indent: 4%">The Cash Awards (as defined in the Original Agreement) granted to the Participant pursuant to
the Original Agreement remain in effect as amended and restated in this Agreement.


<P align="left" style="font-size: 12pt">1.&nbsp;AWARD. Pursuant to the provisions of the Avatar Holdings Inc. 2005 Executive Incentive
Compensation Plan, as the same may be amended, restated, modified and supplemented from time to
time (the &#147;<U>Executive Plan</U>&#148;) the Committee (as defined in the Executive Plan) hereby awards
to the Participant, on the date hereof, subject to the terms and conditions of the Executive Plan
and subject further to the terms and conditions and other provisions herein set forth, the Cash
Awards if, as of an applicable Performance Goal Test Date (as defined below), the Performance Goal
(as defined below) applicable to such Cash Award is satisfied.


<P align="left" style="font-size: 12pt">2.&nbsp;CERTAIN DEFINITIONS.


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;Capitalized terms used but not defined herein shall have the meanings assigned to them in
the Plans.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;Each reference contained in this Agreement to:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Anniversary</U>&#148; shall mean, with respect to any date, the annual recurrence of
such date.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Actual Gross Profit Amount</U>&#148; shall mean the Company&#146;s cumulative Gross Profit
during the Performance Period.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Annual Cash Award</U>&#148; shall mean, with respect to each fiscal year during the
Performance Period ending on a Performance Goal Test Date, a cash payment equal to two and
one-quarter percent (2.25%) of the excess, if any, of (x)&nbsp;the Gross Profit earned by the
Company for such fiscal year, <U>over</U> (y)&nbsp;the Minimum Gross Profit Level for such
fiscal year.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Business Plan</U>&#148; shall mean the Company&#146;s business plan for the period
commencing on January&nbsp;1, 2005 and ending on December&nbsp;31, 2010, as submitted to the
Compensation Committee at a meeting held on March&nbsp;3, 2005.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Cash Awards</U>&#148; shall mean, collectively, the Annual Cash Award and the
Cumulative Cash Award, and &#147;<U>Cash Award</U>&#148; shall mean each of the Annual Cash Award
and the Cumulative Cash Award.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Common Stock</U>&#148; shall mean common stock, par value $1.00 per share, of the
Company.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Cumulative Cash Award</U>&#148; shall mean a cash payment equal to one and one-half
percent (1.5%) of the excess, if any, of (x)&nbsp;the Actual Gross Profit Amount over (y)&nbsp;the
Target Gross Profit Amount.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Excluded Amounts</U>&#148; shall mean, with respect to a fiscal year of the Company,
as at any date of determination, an amount equal to the dollar amount of any Gross Profit
attributable to Harbor Islands and the Rio Rico Excluded Properties for such fiscal year.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Gross Profit</U>&#148; shall mean, with respect to a fiscal year of the Company, the
excess, if any, of (x)&nbsp;the sum of (i)&nbsp;the amount set forth in the Company&#146;s audited
Consolidated Statements of Operations as set forth in the Company&#146;s annual report on Form
10-K (the &#147;Income Statement&#148;) for such fiscal year with respect to the line item &#147;Net
income (loss)&#148; <U>plus</U> (ii)&nbsp;the amount reflected in the Company&#146;s Income Statement for
such fiscal year as compensation expense relating to the 2008-2010 Earnings Participation
Award Agreements, dated the date hereof, between the Company and each of Gerald Kelfer,
Jonathan Fels and Michael Levy, as amended from time to time, <U>plus</U> (iii)&nbsp;the
amount, if any, set forth in the Company&#146;s Income Statement for such fiscal year with
respect to the line item &#147;Income tax expense (benefit)&#148;, to the extent that there is
&#147;Income tax expense&#148; <U>less</U> (iv)&nbsp;the amount, if any, set forth in the Company&#146;s
Income Statement for such fiscal year with respect to the line item &#147;Income tax expense
(benefit)&#148;, to the extent that there is &#147;Income tax (benefit)&#148; <U>plus</U> (v)&nbsp;the
amount(s), if any, set forth in the Company&#146;s Income Statement for such fiscal year
relating to any income tax expense included in any income or (loss)&nbsp;attributable to the
discontinued operations and/or extraordinary items set forth in the Income Statement
<U>less</U> (vi)&nbsp;the amount(s), if any, set forth in the Company&#146;s Income Statement for
such fiscal year relating to any income tax (benefit)&nbsp;included in any income or (loss)
attributable to such discontinued operations and/or extraordinary items set forth in the
Income Statement <U>plus</U> (vii)&nbsp;for purposes of determining the Annual Cash Award, the
Gross Profit Carry Forward Amount, if any, with respect to the Company&#146;s prior fiscal year,
over (y)&nbsp;the Excluded Amounts for such fiscal year.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Gross Profit Carry Forward Amount</U>&#148; shall mean an amount equal to (x)&nbsp;the
excess of the amount of the Annual Cash Award that would otherwise be payable to the
Participant but for the Annual Cap, over the amount of the Annual Cap, <I>divided by </I>(y)
2.25%; <U>provided,</U> that in no event shall the Gross Profit Carry Forward Amount
exceed $20,000,000.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Harbor Islands</U>&#148; shall mean the development and/or sale of the Company&#146;s
property in Hollywood, Florida, generally known by the Company as parcels 1, 8 and 9 at
&#147;Harbor Islands.&#148;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Minimum Cumulative Gross Profit Level</U>&#148; shall mean that, as of Performance
Goal Test Date applicable to the Cumulative Cash Award, (x)&nbsp;the Actual Gross Profit Amount
is greater than (y)&nbsp;the Target Gross Profit Amount.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Minimum Gross Profit Level</U>&#148; shall mean the Gross Profit set forth opposite
each fiscal year ending on the dates set forth below:

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="58%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="37%">&nbsp;</TD>
</TR>
<TR style="font-size: 12pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Fiscal Year End</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Gross Profit</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">December&nbsp;31, 2008<BR>
December&nbsp;31, 2009<BR>
December&nbsp;31, 2010
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">$40,000,000<BR>
$50,000,000<BR>
$60,000,000</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Payment Date</U>&#148; shall have the meaning ascribed to such term in Section&nbsp;3(c).



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Performance Goal</U>&#148; shall mean (i)&nbsp;in the case of the Annual Cash Award, the
achievement of the Minimum Gross Profit Level in any fiscal year, ending on December&nbsp;31,
during the Performance Period and (ii)&nbsp;in the case of the Cumulative Cash Award, the
achievement of the Minimum Cumulative Gross Profit Level for the entire Performance Period.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Performance Goal Test Date</U>&#148; shall mean with respect to the Annual Cash Award,
December&nbsp;31 of each year within the Performance Period and with respect to the Cumulative
Cash Award, the earlier of (i)&nbsp;a Change in Control Date and (ii)&nbsp;the Last Day of the
Performance Period.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Performance Period</U>&#148; shall mean the period commencing January&nbsp;1, 2008 and
ending on December&nbsp;31, 2010 (December&nbsp;31, 2010, being the &#147;Last Day of the Performance
Period&#148;).



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Rio Rico Excluded Properties</U>&#148; shall mean those parcels of land not suitable
for development in accordance with the Company&#146;s current Business Plan due to environmental
factors located in the Company&#146;s property in Rio Rico, Arizona, generally known by the
Company as &#147;Rio Rico&#148;.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Target Gross Profit Amount</U>&#148; shall mean $390,000,000.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;For purposes of this Agreement, the terms &#147;<U>Cause</U>&#148;, &#147;<U>Change in Control</U>&#148;,
&#147;<U>Change in Control Date</U>&#148;, &#147;<U>Good Reason</U>&#148; and &#147;<U>Disability</U>&#148; shall have the
meanings ascribed to such terms in the Participant&#146;s amended and restated employment agreement with
the Company, dated as of the date hereof, as amended or restated from time to time;
<U>provided</U>, <U>however</U>, if the Participant is no longer employed pursuant to such
employment agreement, each such term shall have the meaning ascribed to it in the employment
agreement last in effect which contains such defined term.


<P align="left" style="font-size: 12pt">3.&nbsp;TERMS AND CONDITIONS. The Cash Awards evidenced by this Agreement are subject to the following
terms and conditions:


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;The payment of performance-based compensation described herein is contingent upon the
achievement of the Performance Goal applicable to each Cash Award.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;Subject to Section&nbsp;4 hereof (i)&nbsp;the Participant shall be entitled to receive a payment on
the related Payment Date pursuant to the Annual Cash Award if the applicable Performance Goal is
satisfied on the applicable Performance Goal Test Date and (ii)&nbsp;the Participant shall be entitled
to receive the Cumulative Cash Award on the related Payment Date if the applicable Performance Goal
is satisfied on the applicable Performance Goal Test Date.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;The Committee shall determine whether a Performance Goal has been met as of the applicable
Performance Goal Test Date and, (i)&nbsp;if it has, shall so certify in writing and ascertain the amount
of cash to be paid, if any, to the Participant and (ii)&nbsp;if it has not, shall so certify in writing
with a brief explanation as to the methodology and calculation of the Committee in determining that
such Performance Goal has not been met. Payments of cash in a lump sum, if any, pursuant to the
Cash Awards shall be made to the Participant, in each case in the fiscal year following the year
during which the applicable Performance Goal Test Date occurs, within thirty (30)&nbsp;days following
the filing with the Securities and Exchange Commission of an annual report on Form 10-K (which
contains audited financial statements) for such fiscal year but in no event later than April 1st of
the fiscal year following the year during which the applicable Performance Goal Test Date occurs
(each such date being a &#147;<U>Payment Date</U>&#148;).


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;Notwithstanding anything to the contrary contained in this Agreement, in the event a
Change in Control Date occurs during the Performance Period, the Participant shall be entitled to
receive (i)&nbsp;a pro rata portion of the Annual Cash Award (as of the Change in Control Date) for the
fiscal year in which such Change in Control Date occurs and (ii)&nbsp;any cash payment pursuant to the
Cumulative Cash Award. The Committee shall determine the basis, methodology and calculation for,
and any estimates used in, determining the prorated Actual Gross Profit Amount and prorated Minimum
Gross Profit Level for the portion of the fiscal year preceding the Change in Control Date. The
determination of the Committee as to any such partial award shall be final and binding on all
parties, including the Participant and the Company. Such Cash Awards shall be paid in a lump sum
cash payment within thirty (30)&nbsp;days following the Change in Control Date.


<P align="left" style="font-size: 12pt">4.&nbsp;LIMITATIONS ON AWARDS. Notwithstanding anything to the contrary herein:


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;The maximum cash amount that may be paid to the Participant pursuant to the Annual Cash
Award (the &#147;<U>Annual Cap</U>&#148;) shall be $1,800,000 for each fiscal year during the Performance
Period; <U>provided</U>, <U>however</U>, that in the event that the Annual Cash Award is less
than $1,800,000 with respect to either or both of the first two (2)&nbsp;fiscal years of the Performance
Period (the amount by which such Annual Cash Awards are less than $1,800,000, in the aggregate, is
referred to herein as the &#147;<U>Shortfall Amount</U>&#148;), the Annual Cap with respect to the third
fiscal year of the Performance Period shall equal the sum of (x) $1,800,000 plus (y)&nbsp;the Shortfall
Amount; <U>provided</U>, <U>further</U>, that in no event shall the Shortfall Amount exceed
$400,000.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;The maximum cash amount that may be paid to the Participant pursuant to the Cumulative
Cash Award shall be $1,200,000.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;The maximum payment of cash pursuant to the Cash Awards shall be subject to the
limitations in the Executive Plan and the Participant&#146;s employment agreement with the Company or a
subsidiary or affiliate thereof (the foregoing entities being referred to herein collectively as
the &#147;<U>Avatar Entities</U>&#148; and each as an &#147;<U>Avatar Entity</U>&#148;), each as may be amended,
restated, modified or supplemented from time to time.


<P align="left" style="font-size: 12pt">5.&nbsp;TERMINATION OF EMPLOYMENT.


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;If the Participant&#146;s employment with Avatar Properties is terminated by Avatar Properties
for Cause or by the Participant Without Good Reason, in addition to any other consequences of such
termination provided for in this Agreement or any other agreement, notwithstanding Section&nbsp;3
hereof, Participant shall forfeit any right to cash payments that would otherwise accrue pursuant
to this Agreement on or after the date of such termination.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;If the Participant&#146;s employment with the Company is terminated by the Company other than
for Cause or by the Participant for Good Reason, the Participant shall be entitled to continue to
receive such cash payments as would otherwise be made pursuant to this Agreement as though the
Participant&#146;s employment had not been terminated.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;If the Participant&#146;s employment with the Company is terminated due to the Participant&#146;s
death or Disability, subject to Section 3(d) hereof:


<P align="left" style="font-size: 12pt; text-indent: 8%">(i)&nbsp;the Participant shall be entitled to receive in a lump sum only that portion of any cash
payments otherwise payable pursuant to Section 3(c) hereof following such termination in accordance
with Section&nbsp;3(c), equal to the product of (x)&nbsp;a fraction (which in no event shall exceed one (1))
the numerator of which is the number of completed whole months elapsed after the first day of the
Performance Period to the date of death or Disability, as the case may be, and the denominator of
which is the number of whole months from the first day of the Performance Period until the
applicable Performance Goal Test Date and (y)&nbsp;the amount of any cash payments that would have been
payable pursuant to Section 3(c) hereof if the Participant remained an employee of the Company
through and including the Last Day of the Performance Period; <U>provided</U>, <U>however</U>,
that with respect to cash payments pursuant to the Annual Cash Award, the Participant shall only be
eligible to receive a cash payment for the fiscal year in which the Participant&#146;s employment was
terminated for death or Disability, as the case may be, and the Participant shall not be eligible
for any additional cash payments; and


<P align="left" style="font-size: 12pt; text-indent: 8%">(ii)&nbsp;the Participant will have no right to any other payments hereunder.


<P align="left" style="font-size: 12pt; text-indent: 8%">Any payments to the Participant (or the executor or administrator of the deceased
Participant&#146;s estate or the person or persons to whom the deceased Participant&#146;s rights shall pass
by will or the laws of descent or distribution, as applicable) pursuant to this Section 5(c) shall
be made no later than the relevant Payment Date.


<P align="left" style="font-size: 12pt">6.&nbsp;FORFEITURE UPON BREACH OF RESTRICTIVE COVENANTS. Notwithstanding anything to the contrary set
forth in this Agreement, if the Participant breaches any provision relating to the Participant&#146;s
covenant to keep information confidential, not to compete, not to solicit or similar restrictive
covenant contained in the Participant&#146;s employment or other agreement with any of the Avatar
Entities (after the expiration of any notice and cure period), then in addition to any other rights
or remedies arising from or relating to such breach the Participant shall forfeit any right to any
cash payments pursuant to this Agreement from and after the date of such breach.


<P align="left" style="font-size: 12pt">7.&nbsp;CLAWBACK; ADDITIONAL PAYMENTS; NO OFFSET BY PARTICIPANT; COMPANY OFFSET.


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;In the event that the Company&#146;s financial statements with respect to any fiscal year (or
portion thereof) within the Performance Period are restated within eighteen (18)&nbsp;months following
the payment to the Participant of cash pursuant to a Cash Award such that Gross Profit is less than
previously reported, the Participant shall pay to the Company upon demand by the Company following
the filing of such restated financial statements with the Securities and Exchange Commission, an
amount equal to the sum of (i)&nbsp;the excess of (A)&nbsp;the Excess Bonus Payments (as defined below) over
(B)&nbsp;the hypothetical income tax liability attributable to such Excess Bonus Payments (as determined
by the Committee by applying the highest marginal United States federal, state and local individual
income tax rates applicable to an individual resident of Coral Gables, Florida for the relevant
taxable period, taking into account the deductibility of state and local income taxes for federal
income tax purposes), and (ii)&nbsp;as determined by the Committee, the present value of any tax
benefits accruing to the Participant as a result of making any payments pursuant to this Section
7(a) to the Company. For purposes of the preceding sentence, &#147;<U>Excess Bonus Payments</U>&#148; shall
mean an amount equal to the difference between (x)&nbsp;the amount of the cash payment pursuant to the
Cash Award paid to the Participant and (y)&nbsp;the amount that cash payment pursuant to the Cash Award
would have been if the Company had used the restated financial statements to determine the amount
of the Company&#146;s Gross Profit for the Performance Goal Test Date.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;In the event that the Company&#146;s financial statements with respect to any fiscal year (or
portion thereof) within the Performance Period are restated within eighteen (18)&nbsp;months following
the payment to the Participant of cash pursuant to a Cash Award such that Gross Profit is greater
than previously reported, the Company shall pay in a lump sum cash payment to the Participant
within thirty (30)&nbsp;days following the filing of such restated financial statements with the
Securities and Exchange Commission, an amount equal to the difference between (x)&nbsp;the amount that
the cash payment pursuant to the Cash Award would have been if the Company had used the restated
financial statements to determine the amount of the Company&#146;s Gross Profit for the Performance Goal
Test Date less (y)&nbsp;the amount of the cash payment pursuant to the Cash Award paid to the
Participant.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;The Participant shall be obligated to pay to the Company any amount due pursuant to this
Section&nbsp;7 regardless of whether the Participant has or claims to have any claim against any of the
Avatar Entities, and the Participant shall have no right to offset any amount due or claimed to be
due from any of the Avatar Entities. The Company shall be obligated to pay to the Participant any
amount due pursuant to this Section&nbsp;7 regardless of whether the Company has or claims to have any
claim against the Participant, and the Company shall have no right to offset any amount due or
claimed to be due from the Participant or any of its affiliates.


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;In the event that the Participant has failed to repay any amount required pursuant to
Section 7(a) above, the Company shall be entitled to offset such amount against any amounts due
from the Company to the Participant.


<P align="left" style="font-size: 12pt; text-indent: 4%">(e)&nbsp;The foregoing provisions of this Section&nbsp;7 shall not be applicable to any restatement,
after the consummation of a Change in Control, of the Company&#146;s financial statements with respect
to any fiscal year (or portion thereof) within the Performance Period.


<P align="left" style="font-size: 12pt">8.&nbsp;TAXES. Any cash payment pursuant to a Cash Award shall be net of any amounts required to be
withheld pursuant to applicable federal, state, local and foreign tax withholding requirements.
The Company shall have the right to withhold the amount of such taxes from any other sums due or to
become due from the Company to the Participant as the Committee shall prescribe.


<P align="left" style="font-size: 12pt">9.&nbsp;NO RIGHT TO CONTINUED EMPLOYMENT. This Agreement does not confer upon the Participant any right
to continued employment by any of the Avatar Entities, nor shall it interfere in any way with the
right of the Participant&#146;s employer to terminate the Participant&#146;s employment at any time for any
reason or no reason.


<P align="left" style="font-size: 12pt">10.&nbsp;NO OBLIGATION TO PURSUE PROJECTS. This Agreement shall in no way obligate the Company to
pursue any projects, developments or sales of any assets, and the Company may limit, abandon or
change any projects, developments or sales of any assets at any time in its sole discretion and the
Company shall have no obligation to take any action or provide any financing with respect to any
projects, developments or sales of any assets.


<P align="left" style="font-size: 12pt">11.&nbsp;UNSECURED CREDITOR STATUS; NO PARTNERSHIP. The Participant shall rely solely upon the
unsecured promise of the Company, as set forth herein, for payment hereunder, and nothing herein
contained shall be construed to give to or vest in the Participant or any other person now or at
any time in the future, any right, title, interest, or claim in or to any specific asset, fund,
reserve, account, insurance or annuity policy or contract, or other property of any kind whatsoever
owned by the Company, or in which the Company may have any right, title, or interest, nor at any
time in the future. This Agreement is an agreement to pay compensation for services provided by
the Participant and is not a partnership or joint venture and is not intended to create a
partnership or joint venture between the Company and the Participant or any other person. The
Participant shall take no position inconsistent with this characterization.


<P align="left" style="font-size: 12pt">12.&nbsp;ASSIGNMENT; SUCCESSORS.


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;The Cash Awards and any interest of the Participant in any such awards may not be sold,
assigned, transferred, pledged, hypothecated or otherwise disposed of. Any attempt to transfer any
such Cash Awards in contravention of this Section 12(a) is void <U>ab initio</U>. The Cash Awards
shall not be subject to execution, attachment or other process.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;The Company&#146;s rights and obligations hereunder may be assigned or transferred by the
Company to and may be assumed by and become binding upon and may inure to the benefit of any
affiliate of or successor to the Company. The term &#147;successor&#148; shall mean, with respect to any
Avatar Entity, any other corporation or other business entity which, by merger, consolidation,
purchase of assets, or otherwise, acquires all or a material part of the assets of such Avatar
Entity.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;In the event of the Participant&#146;s death, the Participant&#146;s rights and obligations
hereunder shall be binding upon and inure to the benefit of the Participant&#146;s heirs and legal
representatives.


<P align="left" style="font-size: 12pt">13.&nbsp;CONSTRUCTION. The Plans and this Agreement will be construed by and administered under the
supervision of the applicable Committee in such Committee&#146;s sole and absolute discretion, and all
determinations of such Committee will be final and binding on the Participant.


<P align="left" style="font-size: 12pt">14.&nbsp;NOTICES. Any notice required or permitted under this Agreement shall be deemed given when
delivered personally, or when deposited in a United States Post Office, postage prepaid, addressed,
as appropriate, (i)&nbsp;to the Participant at the last address specified in the Participant&#146;s
employment records, or such other address as the Participant may designate in writing to the
Company, or (ii)&nbsp;to the Company, Avatar Holdings Inc., 201 Alhambra Circle, Coral Gables, Florida
33134, Attention: Chairman of the Board, with a copy to the Company&#146;s Corporate Secretary, or such
other address as the Company may designate in writing to the Participant.


<P align="left" style="font-size: 12pt">15.&nbsp;FAILURE TO ENFORCE NOT A WAIVER. The failure of either party hereto to enforce at any time any
provision of this Agreement shall in no way be construed to be a waiver of such provision or of any
other provision hereof.


<P align="left" style="font-size: 12pt">16.&nbsp;SECTION 409A OF THE CODE. If any payment or entitlement provided to the Participant hereunder
in connection with the Participant&#146;s termination of employment, is determined, in whole or in part,
to constitute &#147;nonqualified deferred compensation&#148; within the meaning of Section&nbsp;409A of the Code
(&#147;<U>Section&nbsp;409A</U>&#148;) and the Participant is a specified employee as defined in Section
409A(a)(2)(B)(i), no part of such payments shall be paid before the day that is six (6)&nbsp;months plus
one (1)&nbsp;day after the date of termination or earlier death (the &#147;<U>New Payment Date</U>&#148;). The
aggregate of any payments that otherwise would have been paid to the Participant during the period
between the date of termination and the New Payment Date shall be paid to the Participant in a lump
sum on such New Payment Date. Thereafter, any payments that remain outstanding as of the day
immediately following the New Payment Date shall be paid without delay over the time period
originally scheduled, in accordance with the terms of this Agreement. A termination of employment
shall not be deemed to have occurred for purposes of any provision of this Agreement providing for
the payment of any amounts or benefits subject to Section&nbsp;409A upon or following a termination of
employment unless such termination is also a &#147;separation from service&#148; within the meaning of
Section&nbsp;409A, and for purposes of any such provision of this Agreement, references to a
&#147;resignation,&#148; &#147;termination,&#148; &#147;terminate,&#148; &#147;termination of employment&#148; or like terms shall mean
separation from service. The parties acknowledge and agree that the interpretation of Section&nbsp;409A
and its application to the terms of this Agreement is uncertain and may be subject to change as
additional guidance and interpretations become available. Anything to the contrary herein
notwithstanding, all benefits or payments provided by the Company to the Participant that would be
deemed to constitute &#147;nonqualified deferred compensation&#148; within the meaning of Section&nbsp;409A are
intended to comply with Section&nbsp;409A. If, however, any such benefit or payment is deemed to not
comply with Section&nbsp;409A, the Company and the Participant agree to renegotiate in good faith any
such benefit or payment (including, without limitation, as to the timing of any severance payments
payable hereof) so that either (i)&nbsp;Section&nbsp;409A will not apply or (ii)&nbsp;compliance with Section&nbsp;409A
will be achieved; provided, however, that any resulting renegotiated terms shall provide to the
Participant the after-tax economic equivalent of what otherwise has been provided to the
Participant pursuant to the terms of this Agreement, and provided further, that any deferral of
payments or other benefits shall be only for such time period as may be required to comply with
Section&nbsp;409A.


<P align="left" style="font-size: 12pt">17.&nbsp;GOVERNING LAW. This Agreement shall be governed by and construed according to the laws of the
State of Delaware, without regard to the conflicts of laws provisions thereof.


<P align="left" style="font-size: 12pt">18.&nbsp;INCORPORATION OF EXECUTIVE PLAN. The Executive Plan is hereby incorporated by reference and
made a part of this Agreement, and this Agreement shall be subject to the terms of the Executive
Plan, as the Executive Plan may be amended from time to time.


<P align="left" style="font-size: 12pt">19.&nbsp;ATTORNEYS&#146; FEES. In the event that either party hereto commences litigation against the other
to enforce such party&#146;s rights hereunder, the prevailing party shall be entitled to recover all
costs, expenses and fees, including reasonable attorneys&#146; fees (including in-house counsel),
paralegals&#146; fees, and legal assistants&#146; fees through all appeals.


<P align="left" style="font-size: 12pt">20.&nbsp;COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall
be an original but all of which together shall represent one and the same agreement.


<P align="left" style="font-size: 12pt">21.&nbsp;MISCELLANEOUS. This Agreement cannot be modified or terminated orally. This Agreement, the
Executive Plan, and the letter agreement dated as of May&nbsp;20, 2005, between the Company and the
Participant, contain the entire agreement between the parties relating to the subject matter
hereof. This Agreement supersedes the Original Agreement. The section headings herein are
intended for reference only and shall not affect the interpretation hereof.


<P align="center" style="font-size: 12pt">(signature page follows)



<P align="center" style="font-size: 10pt; display: none; text-indent: 4%">1
<!-- PAGEBREAK -->


<P align="left" style="font-size: 12pt">IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first
written above.

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="13%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="82%">&nbsp;</TD>
</TR>

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<TR valign="bottom" style="font-size: 12pt">
    <TD colspan="3" valign="top" align="left">AVATAR HOLDINGS INC.<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">By:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ Juanita I. Kerrigan</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
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</DIV>


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<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Name: Juanita I. Kerrigan<BR>
Title: Vice President</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="27%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>/s/ Gerald D. Kelfer</U></TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Gerald D. Kelfer</TD>
</TR>

</TABLE>



<P align="center" style="font-size: 10pt; display: none">2


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<P align="right" style="font-size: 10pt"><FONT style="font-size: 8pt"><B>EXHIBIT 10.7</B></FONT>



<P align="center" style="font-size: 8pt"><FONT style="font-size: 12pt"><B>AMENDED AND RESTATED EMPLOYMENT AGREEMENT</B></FONT>



<P align="left" style="font-size: 12pt; text-indent: 8%">This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (including any schedule or annex hereto, this
&#147;<U>Agreement</U>&#148;) is made as of December&nbsp;22, 2008, by and between Avatar Properties Inc., a
Florida corporation (the &#147;<U>Company</U>&#148;), and Jonathan Fels (the &#147;<U>Employee</U>&#148;), and amends
and restates in its entirety the amended and restated employment agreement dated as of April&nbsp;15,
2005 between the Company and the Employee and as further amended on September&nbsp;28, 2005 and December
26, 2006 (the &#147;<U>Original Agreement</U>&#148;).


<P align="center" style="font-size: 12pt">W I T N E S S E T H



<P align="left" style="font-size: 12pt; text-indent: 8%">WHEREAS, the Employee is currently employed by the Company;


<P align="left" style="font-size: 12pt; text-indent: 8%">WHEREAS, the Company desires to amend the Original Agreement to comply with Section&nbsp;409A of
the Internal Revenue Code of 1986, as amended (the &#147;Code&#148;) as permitted under the guidance
promulgated thereunder (collectively &#147;Section&nbsp;409A&#148;); and


<P align="left" style="font-size: 12pt; text-indent: 8%">WHEREAS, such Agreement shall supersede the Original Agreement.


<P align="left" style="font-size: 12pt; text-indent: 8%">NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth,
the parties hereto agree as follows:


<P align="left" style="font-size: 12pt; text-indent: 8%">1.&nbsp;<U>Employment and Term</U>. The Company hereby employs the Employee, and the Employee
hereby accepts employment by the Company, in the capacity and upon the terms and conditions set
forth herein. The term of employment under this Agreement shall be for the period commencing as of
January&nbsp;1, 2005 and ending on December&nbsp;31, 2010, unless extended pursuant to Section&nbsp;5(a)(viii) or
earlier terminated as herein provided (the &#147;<U>Term of Employment</U>&#148;; <U>provided</U>, that,
for purposes of Sections&nbsp;4, 6(h) and 8(a) hereof, the Term of Employment shall also include the
period beginning on January&nbsp;1, 2003 and ending on December&nbsp;31, 2004). With respect to any date
referred to herein, the term &#147;<U>Anniversary</U>&#148; shall mean the annual recurrence of such date.


<P align="left" style="font-size: 12pt; text-indent: 8%">2.&nbsp;<U>Duties</U>. During the Term of Employment, the Employee shall serve as the Company&#146;s
President, and shall perform such duties, functions and responsibilities as are customarily
associated with and incident to the position of President and as the Company may, from time to
time, require of him, including, but not limited to, the performance of such functions and duties
for the Company, Avatar Holdings Inc., a Delaware corporation and the parent corporation of the
Company (&#147;<U>Avatar</U>&#148;), or any of their subsidiaries or affiliates (the foregoing entities
being referred to herein collectively as the &#147;<U>Avatar Entities</U>&#148; and each as an &#147;<U>Avatar
Entity</U>&#148;) as the Company may require, subject to the direction of the Company&#146;s Board of
Directors. The Employee shall serve the Company faithfully, conscientiously and to the best of the
Employee&#146;s ability and shall promote the interests and reputation of the Company. Unless prevented
by sickness or disability, the Employee shall devote all of his time, attention, knowledge, energy
and skills, during normal working hours, and at such other times as the Employee&#146;s duties may
reasonably require, to the duties of the Employee&#146;s employment. The principal place of employment
of the Employee shall be the current principal executive offices of the Company and/or such other
location within fifty (50)&nbsp;miles of Company&#146;s current principal place of business as shall be
necessary for the Employee to discharge his duties hereunder. The Employee acknowledges that in
the course of his employment he may be required, from time to time, to travel on behalf of the
Company; <U>provided</U>, <U>however</U>, that the Employee shall not be required to spend more
than 25% of his business time (determined on an annual basis) on overnight travel.


<P align="left" style="font-size: 12pt; text-indent: 8%">3.&nbsp;<U>Compensation and Benefits</U>. As full and complete compensation for the Employee&#146;s
execution and delivery of this Agreement and performance of any services hereunder, the Company
shall pay, grant or provide the Employee, and the Employee agrees to accept, the following
compensation and benefits:


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;<U>Base Salary</U>. Except as provided in Section&nbsp;6(f)(ii) hereof, the Company shall pay
the Employee a base salary (&#147;<U>Base Salary</U>&#148;) at an annual rate of $500,000 payable at such
times and in accordance with the standard payroll practices of the Company. On an annual basis or
at such other times as the Company may determine, the Employee&#146;s Base Salary shall be reviewed, and
in the sole discretion of the Board of Directors of the Company, the Company may increase (but not
decrease) the Employee&#146;s Base Salary.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;<U>Annual Bonus</U>. Except as provided in Section&nbsp;6(f)(ii) hereof, (i)&nbsp;during the Term
of Employment, the Company shall pay the Employee, and the Employee shall accept from the Company
for the Employee&#146;s services, in addition to the Employee&#146;s Base Salary, a calendar year annual cash
bonus of $400,000 (&#147;<U>Annual Bonus</U>&#148;), and (ii)&nbsp;such Annual Bonus shall be payable on the last
business day of the calendar year to which the Annual Bonus relates.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;<U>Employee Benefits</U>. The Company shall afford the Employee the opportunity to
participate during the Term of Employment in any medical, dental, disability insurance, retirement,
savings and any other employee benefits plans or programs (including perquisites) which Avatar
maintains for senior executives of the Avatar Entities. Nothing in this Agreement shall require
any Avatar Entity to establish, maintain or continue any benefit programs already in existence or
hereafter adopted for senior executives of the Avatar Entities, and nothing in this Agreement shall
restrict the right of the Avatar Entities to amend, modify or terminate any such benefit program.


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;<U>Expenses</U>. The Employee shall be entitled to reimbursement or payment of
reasonable business expenses (in accordance with Avatar&#146;s policies for its senior executives, as
the same may be amended from time to time in Avatar&#146;s sole discretion), following the Employee&#146;s
submission of appropriate receipts and/or vouchers to the Company. Notwithstanding anything in
this Agreement to the contrary, expense reimbursements shall be made by the Company no later than
the end of the calendar year following the calendar year in which the expense is incurred.


<P align="left" style="font-size: 12pt; text-indent: 4%">(e)&nbsp;<U>Vacations, Holidays or Temporary Leave</U>. The Employee shall be entitled to take
such amount of vacation per year as is permitted pursuant to and in accordance with the policies of
Avatar for its senior executives (as such policies may be amended from time to time or terminated
in Avatar&#146;s sole discretion), without loss or diminution of compensation. Such vacation shall be
taken at such time or times, and as a whole or in increments, as the Employee shall elect,
consistent with the reasonable needs of the Company&#146;s business. The Employee shall further be
entitled to the number of paid holidays, and leaves for illness or temporary disability in
accordance with the policies of Avatar for its senior executives (as such policies may be amended
from time to time or terminated in Avatar&#146;s sole discretion).


<P align="left" style="font-size: 12pt; text-indent: 8%">4.&nbsp;<U>Non-Competition and Protection of Confidential Information</U>:


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;<U>Restrictive Covenants</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(i)&nbsp;During the Term of Employment and for one year following the Date of Termination, the
Employee shall not directly or indirectly engage, participate, own or make any financial
investments in, or become employed by or render (whether or not for compensation) any consulting,
advisory or other services to or for the benefit of, any person, firm or corporation, that directly
or indirectly, engages primarily in, the development of adult retirement communities and/or active
adult communities; <U>provided</U>, <U>however</U>, that it shall not be a violation of this
Agreement for the Employee (i)&nbsp;to have beneficial ownership of less than 1% of the outstanding
amount of any class of securities of any enterprise (but without otherwise participating in the
activities of such enterprise) if such securities are registered under Section&nbsp;12 of the
Securities Exchange Act of 1934, as amended (the &#147;<U>Exchange Act</U>&#148;) or quoted on an
inter-dealer quotation system or (ii)&nbsp;to have beneficial ownership of less than 20% of the
outstanding amount of any class of securities of any enterprise (but without otherwise
participating in the activities or otherwise having influence or control of such enterprise) if
such securities are not registered under Section&nbsp;12 of the Exchange Act or quoted on an
inter-dealer quotation system.


<P align="left" style="font-size: 12pt; text-indent: 8%">(ii)&nbsp;During the Term of Employment and for one year following the Date of Termination, the
Employee shall not, directly or indirectly, (A)&nbsp;solicit, in competition with the Avatar Entities,
any person who is a customer of any business conducted by any of the Avatar Entities or (B)&nbsp;in any
manner whatsoever induce, or assist others to induce, any supplier or contractor of any of the
Avatar Entities to terminate its association with any such entity or do anything, directly or
indirectly, to interfere with the business relationship between the Avatar Entities and any of
their respective current or prospective suppliers or contractors.


<P align="left" style="font-size: 12pt; text-indent: 8%">(iii)&nbsp;During the Term of Employment and for one year following the Date of Termination, the
Employee shall not, directly or indirectly, solicit or induce any employee of any of the Avatar
Entities to terminate his or her employment for any purpose, including without limitation, in order
to enter into employment with any entity which competes with any business conducted by any of the
Avatar Entities.


<P align="left" style="font-size: 12pt; text-indent: 8%">(iv)&nbsp;The Employee recognizes and acknowledges that certain confidential and proprietary
business and technical information used by the Employee in connection with the conduct of the
business of the Avatar Entities which relates to the business practices, methods, processes or
other confidential or secret aspects of the business of the Avatar Entities, is a valuable, special
and unique asset of the Company, such information collectively being referred to as the
&#147;<U>Confidential Information.</U>&#148; During the Term of Employment and for all time following the
Date of Termination, the Employee shall not, directly or indirectly, furnish or make accessible to
any person, firm, or corporation or other business entity, whether or not he, she, or it competes
with the business of the Company, any Confidential Information without the prior written consent
from the Company.


<P align="left" style="font-size: 12pt; text-indent: 8%">(v)&nbsp;Confidential Information shall not include any information or documents that (A)&nbsp;are or
become publicly available without breach by the Employee of Section&nbsp;4(a)(iv) hereof, (B)&nbsp;the
Employee receives from any third party who, to the best of the Employee&#146;s knowledge upon reasonable
inquiry, is not in breach of an obligation of confidence with any of the Avatar Entities, or (C)&nbsp;is
required to be disclosed by law, statute, governmental or judicial proceeding; <U>provided</U>,
<U>however</U>, that in the event the Employee is requested by any governmental or judicial
authority to disclose any Confidential Information, the Employee shall give the Company and Avatar
prompt notice of such request such that the Company and Avatar may seek a protective order or other
appropriate relief, and in any such proceeding the Employee shall disclose only so much of the
Confidential Information as is required to be disclosed.


<P align="left" style="font-size: 12pt; text-indent: 8%">(vi)&nbsp;Notwithstanding the foregoing, the Employee acknowledges that during the Term of
Employment and for all time following the Date of Termination, the Employee shall not, and shall
not cause or permit any of its affiliates to, use the name &#147;<U>Brookman-Fels</U>&#148; (or any
derivative thereof) except as expressly permitted by those certain License Agreements, each dated
as of December&nbsp;4, 1997, by and between Brookman-Fels Jeff Ian, Inc., as licensor and the companies
listed on <U>Schedule&nbsp;I</U> hereto, each as a licensee, or except as otherwise permitted in
writing by Avatar.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;<U>Geographic Scope</U>. The provisions of this Section&nbsp;4 (other than Sections&nbsp;4(a)(ii),
(iii), (iv), (v), and (vi), which shall be in full force and effect without regard to the
geographic limitations set forth in this Section&nbsp;4(b)) shall be in full force and effect within a
100-mile radius of any site at which any of the Avatar Entities is preparing to develop, has
commenced development of, or has a binding commitment or option to purchase, real estate.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;<U>Remedies</U>. The Employee acknowledges that his services are of a special, unique
and extraordinary character and, his position with the Avatar Entities places him in a substantial
relationship and a position of confidence and trust with specific prospective or existing
customers, suppliers and employees of the Avatar Entities, and that in connection with his services
to the Avatar Entities, the Employee will have access to confidential business or professional
information vital to the businesses of the Avatar Entities. The Employee further acknowledges that
in view of the nature of the business in which the Avatar Entities are engaged, the foregoing
restrictive covenants in this Section&nbsp;4 are reasonable and necessary in order to protect the
legitimate business interests of the Avatar Entities and that violation thereof would result in
irreparable injury to the Avatar Entities. Accordingly, the Employee consents and agrees that if
the Employee violates or threatens to violate any of the provisions of this Section&nbsp;4 the Avatar
Entities would sustain irreparable harm and, therefore, any of the Avatar Entities shall be
entitled to obtain from any court of competent jurisdiction, temporary, preliminary and/or
permanent injunctive relief as well as damages, attorneys&#146; fees and costs, and an equitable
accounting of all earnings, profits and other benefits arising from such violation, which rights
shall be cumulative and in addition to any other rights or remedies in law or equity to which any
of the Avatar Entities may be entitled.


<P align="left" style="font-size: 12pt; text-indent: 8%">5.&nbsp;<U>Termination of Employment</U>:


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;The Employee&#146;s employment with the Company shall terminate upon the occurrence of any of
the following events (the date of each such event, the &#147;<U>Date of Termination</U>&#148;):


<P align="left" style="font-size: 12pt; text-indent: 8%">(i)&nbsp;on December&nbsp;31, 2010 (absent a Change in Control (as defined below) and absent the parties
having entered into a written agreement for the renewal or extension of this Agreement);


<P align="left" style="font-size: 12pt; text-indent: 8%">(ii)&nbsp;the death of the Employee during the Term of Employment;


<P align="left" style="font-size: 12pt; text-indent: 8%">(iii)&nbsp;at any time upon written notice to the Employee from the Company of termination of his
employment due to Disability (as defined below) of the Employee during the Term of Employment;


<P align="left" style="font-size: 12pt; text-indent: 8%">(iv)&nbsp;at any time upon written notice to the Employee from the Company of termination of his
employment for Cause (as defined below);


<P align="left" style="font-size: 12pt; text-indent: 8%">(v)&nbsp;at any time upon written notice to the Employee from the Company of termination of his
employment Without Cause (as defined below);


<P align="left" style="font-size: 12pt; text-indent: 8%">(vi)&nbsp;the resignation by the Employee for Good Reason (as defined below) during the Term of
Employment;


<P align="left" style="font-size: 12pt; text-indent: 8%">(vii)&nbsp;the resignation by the Employee Without Good Reason (as defined below) during the Term
of Employment; or


<P align="left" style="font-size: 12pt; text-indent: 8%">(viii)&nbsp;in the event of a Change in Control (as defined below), on the date (the &#147;<U>Retention
Date</U>&#148;) that is the earlier of (A)&nbsp;the first Anniversary of the Change in Control Date (as
defined below) and (B)&nbsp;June&nbsp;30, 2011; <U>provided</U>, that the Change in Control Date shall be on
or prior to December&nbsp;31, 2010. If the Retention Date shall occur after December&nbsp;31, 2010, the Term
of Employment shall be extended through and until such Retention Date, unless otherwise terminated
in accordance with this Agreement. The period beginning on the Change in Control Date and ending
on the Retention Date is referred to herein as the &#147;<U>Retention Period</U>&#148;.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;For purposes of this Agreement, the &#147;<U>Disability</U>&#148; of the Employee shall mean the
Employee&#146;s inability, because of mental or physical illness or incapacity, whether total or
partial, to perform one or more material functions of the Employee&#146;s employment under this
Agreement with or without reasonable accommodation and which entitles the Employee to receive
benefits under a disability plan or program that is provided to the Employee pursuant to Section
3(c), if any.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;For purposes of this Agreement, the term &#147;<U>Cause</U>&#148; shall mean the Employee&#146;s (i)
conviction or entry of a plea of guilty or <I>nolo contendere</I>, with respect to any felony, in each
case that the Board of Directors of Avatar determines in good faith is or may become materially
harmful to any Avatar Entity (either financially or with respect to such Avatar Entity&#146;s business
reputation), (ii)&nbsp;commission of any act of willful misconduct, gross negligence, fraud or
dishonesty, in each case that the Board of Directors of Avatar determines in good faith is or may
become materially harmful to any Avatar Entity (either financially or with respect to such Avatar
Entity&#146;s business reputation) or (iii)&nbsp;violation of any material term of this Agreement or any
material written policy of the Company or Avatar; <U>provided</U>, that the Company first deliver
written notice of such violation to the Employee and the Employee shall not have cured such
violation within thirty (30)&nbsp;days after receipt of such written notice (the &#147;<U>Cure Period</U>&#148;);
and <U>provided</U> <U>further</U>, that if upon expiration of the Cure Period such violation has
not been cured and the Company determines, in its sole discretion, that the Employee is using his
best efforts to cure such violation and such violation is capable of being cured, the Company shall
provide the Employee, pursuant to a written notice, a reasonable amount of additional time (the
&#147;<U>Extended Cure Period</U>&#148;) to cure such violation but in no event shall such Extended Cure
Period exceed forty-five (45)&nbsp;days from the date on which the initial Cure Period expired.


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;For purposes of this Agreement, &#147;<U>Without Cause</U>&#148; shall mean any reason other than
the reasons described in Sections&nbsp;5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv) and 5(a)(viii) hereof.
The parties expressly agree that a termination of employment Without Cause pursuant to Section
5(a)(v) hereof may be for any reason whatsoever, or for no reason, in the sole discretion of the
Company.


<P align="left" style="font-size: 12pt; text-indent: 4%">(e)&nbsp;For purposes of this Agreement, &#147;<U>Good Reason</U>&#148; shall mean (i)&nbsp;any assignment of
material duties to the Employee other than those contemplated by this Agreement, provided that the
Company shall have thirty (30)&nbsp;days after receipt of written notice by the Employee to cure or (ii)
a material reduction in the rate of compensation, or a material reduction in fringe benefits (other
than a material reduction in fringe benefits generally applicable to senior executives of Avatar)
or any other material failure by the Company to perform its material obligations, provided that the
Company shall have thirty (30)&nbsp;days after receipt of written notice by the Employee to cure.
Employee acknowledges and agrees that a Change in Control (as defined below) may require adjustment
to Employee&#146;s existing duties; <U>however</U>, such adjustment shall not constitute &#147;Good Reason&#148;
provided that such adjusted duties are comparable to Employee&#146;s duties prior to such Change in
Control.


<P align="left" style="font-size: 12pt; text-indent: 4%">(f)&nbsp;For purposes of this Agreement, &#147;<U>Without Good Reason</U>&#148; shall mean any reason other
than that defined in this Agreement as constituting Good Reason.


<P align="left" style="font-size: 12pt; text-indent: 4%">(g)&nbsp;For purposes of this Agreement, &#147;<U>Change in Control</U>&#148; shall mean any of the
following events: (a)&nbsp;a person or entity or group of persons or entities, acting in concert,
becomes the direct or indirect beneficial owner (within the meaning of Rule&nbsp;13d-3 of the Securities
Exchange Act of 1934, as amended) of securities of Avatar representing ninety percent (90%) or more
of the combined voting power of the issued and outstanding common stock of Avatar; (b)&nbsp;the Board of
Directors of Avatar approves any merger, consolidation or like business combination or
reorganization of Avatar, the consummation of which would result in the occurrence of the event
described in clause (a)&nbsp;above, and such transaction shall have been consummated; or (c)&nbsp;Avatar
ceases to be engaged, directly or indirectly, and does not intend to be engaged at any time in the
foreseeable future, in any real estate business. The date on which a Change in Control is
consummated, with respect to clauses (a)&nbsp;and (b), or occurs, with respect to clause (c), is herein
referred to as the &#147;<U>Change in Control Date</U>.&#148;


<P align="left" style="font-size: 12pt; text-indent: 4%">(h)&nbsp;For purposes of this Agreement, &#147;<U>Administrator</U>&#148; and &#147;<U>Retention Account</U>&#148;
shall have the respective meanings ascribed to such terms in the Retention Account Procedures.


<P align="left" style="font-size: 12pt; text-indent: 4%">(i)&nbsp;For purposes of this Agreement, &#147;<U>Retention Account Procedures</U>&#148; shall mean the
procedures set forth in the Annex hereto.


<P align="left" style="font-size: 12pt; text-indent: 8%">6.&nbsp;<U>Payments Upon Termination of Employment</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;<U>Termination upon Expiration of Term of Employment</U>. If the Employee&#146;s employment
hereunder is terminated pursuant to Section&nbsp;5(a)(i), the Company shall pay or provide to the
Employee (i)&nbsp;in a lump sum payment within thirty (30)&nbsp;days following the Date of Termination, all
Base Salary pursuant to Section 3(a) hereof and any vacation pay pursuant to Section 3(e) hereof,
in each case which has been earned but has not been paid as of the Date of Termination, (ii)&nbsp;any
Annual Bonus which has been earned but has not been paid as of the Date of Termination, payable in
a lump sum payment in accordance with Section&nbsp;3(b), and (iii)&nbsp;any benefits to which the Employee
may be entitled under any employee benefits plan or program pursuant to Section 3(c) hereof in
which he is a participant in accordance with the terms of such plan or program up to and including
the Date of Termination.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;<U>Death or Disability</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(i)&nbsp;Subject to Section&nbsp;6(b)(ii) below, if the Employee&#146;s employment hereunder is terminated
due to the Employee&#146;s death or Disability pursuant to Sections&nbsp;5(a)(ii) or (iii)&nbsp;hereof and a
Change in Control Date shall not have occurred prior to such termination, the Company shall pay or
provide to the Employee, his designated beneficiary or to his estate (i)&nbsp;in a lump sum payment
within thirty (30)&nbsp;days following the Date of Termination, all Base Salary pursuant to Section 3(a)
hereof and any vacation pay pursuant to Section 3(e) hereof, in each case which has been earned but
has not been paid as of the Date of Termination, (ii)&nbsp;a prorated Annual Bonus as of the Date of
Termination payable in a lump sum payment in accordance with Section 3(b) and (iii)&nbsp;any benefits to
which the Employee may be entitled under any employee benefits plan or program pursuant to Section
3(c) hereof in which he is a participant in accordance with the terms of such plan or program up to
and including the Date of Termination. Should the Company wish to purchase insurance to cover the
costs associated with the Employee&#146;s termination of employment pursuant to Sections&nbsp;5(a)(ii) or
(iii), the Employee agrees to execute any and all necessary documents necessary to effectuate such
insurance.


<P align="left" style="font-size: 12pt; text-indent: 8%">(ii)&nbsp;If the Employee&#146;s employment hereunder is terminated due to the Employee&#146;s death or
Disability pursuant to Sections&nbsp;5(a)(ii) or (iii)&nbsp;hereof and a Change in Control Date shall have
occurred prior to such termination, (A)&nbsp;the Administrator shall disburse within thirty (30)&nbsp;days
following the Date of Termination in a lump sum payment to the Employee, his designated beneficiary
or to his estate a pro rata portion of the Retention Amount as of the Date of Termination equal to
the Retention Amount multiplied by a fraction (x)&nbsp;the numerator of which is the number of days
elapsed in the Retention Period as of the Date of Termination and (y)&nbsp;the denominator of which is
the total number of days in the Retention Period and (B)&nbsp;the remaining balance of the Retention
Amount shall be disbursed by the Administrator as a donation to one or more charitable,
not-for-profit organizations designated by the Board of Directors of Avatar, in its sole
discretion, in each case subject to and in accordance with the Retention Account Procedures.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;<U>Termination for Cause or Resignation Without Good Reason</U>. If the Employee&#146;s
employment hereunder is terminated pursuant to Section&nbsp;5(a)(iv) or Section&nbsp;5(a)(vii), the Company
shall pay or provide to the Employee (i)&nbsp;in a lump sum payment within thirty (30)&nbsp;days following
the Date of Termination, all Base Salary pursuant to Section 3(a) hereof and any vacation pay
pursuant to Section 3(e) hereof, in each case which has been earned but has not been paid as of the
Date of Termination and (ii)&nbsp;any benefits to which the Employee may be entitled under any employee
benefits plan or program pursuant to Section 3(c) hereof in which he is a participant in accordance
with the terms of such plan or program up to and including the Date of Termination, in each case
subject to set-off, counterclaim, recoupment, defense or any other claim, right or cause of action
which the Company may have against the Employee or others. Notwithstanding the foregoing, if a
Change in Control Date has occurred and the Employee&#146;s employment hereunder is terminated pursuant
to Section&nbsp;5(a)(iv) or Section&nbsp;5(a)(vii) during the Retention Period, Employee shall not be
entitled to receive any portion of the Retention Amount and the entire balance of the Retention
Amount shall be disbursed by the Administrator as a donation to one or more charitable,
not-for-profit organizations designated by the Board of Directors of Avatar, in its sole
discretion, subject to and in accordance with the Retention Account Procedures.


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;<U>Termination Without Cause or Resignation For Good Reason</U>. If the Employee&#146;s
employment hereunder is terminated by the Company Without Cause pursuant to Section&nbsp;5(a)(v), or due
to the Employee&#146;s resignation for Good Reason pursuant to Section&nbsp;5(a)(vi), then:


<P align="left" style="font-size: 12pt; text-indent: 8%">(i)&nbsp;The Company shall continue to pay the Employee his full Base Salary and Annual Bonus in
accordance with normal payroll practices and without interest through the earlier of (A)&nbsp;December
31, 2010 and (B)&nbsp;the second Anniversary of the Date of Termination, at the rate in effect at the
time notice of the termination of the Employee&#146;s employment is given in accordance with Section
5(a)(v) or Section&nbsp;5(a)(vi) hereof, as the case may be, with each payment due during such period
hereby designated a &#147;separate payment&#148; for purposes of Section&nbsp;409A; <U>provided</U>,
<U>however</U>, that if a Change of Control Date shall have occurred prior to Employee&#146;s
termination Without Cause or resignation for Good Reason, the Administrator shall disburse the
Retention Amount (as defined in Section 6(f) hereof) to the Employee in a lump sum payment within
thirty (30)&nbsp;days following the Date of Termination, subject to and in accordance with the Retention
Account Procedures; and


<P align="left" style="font-size: 12pt; text-indent: 8%">(ii)&nbsp;The Employee shall be entitled to participate in all employee benefit plans and programs
to the extent applicable to other senior executives of Avatar and the Company (provided that the
Employee&#146;s continued participation is permissible under the general terms and provisions of such
plans and programs) through the earlier of (A)&nbsp;December&nbsp;31, 2010 and (B)&nbsp;the second Anniversary of
the Date of Termination; <U>provided</U>, <U>however</U>, that if a Change of Control shall have
been consummated prior to Employee&#146;s termination Without Cause or resignation for Good Reason, the
Employee shall be entitled to participate in such benefit plans and programs through the Retention
Date. In the event that the Employee&#146;s participation in any such plan or program is not permitted,
the Employee shall be entitled to receive an amount equal to the annual contributions, payments,
credits or allocations made by the Company to the Employee&#146;s account or on the Employee&#146;s behalf
under such plans and programs.


<P align="left" style="font-size: 12pt; text-indent: 4%">(e)&nbsp;<U>Duty to Seek Other Employment</U>. If the Employee&#146;s employment hereunder is
terminated by the Company Without Cause pursuant to Section&nbsp;5(a)(v), or due to the Employee&#146;s
resignation for Good Reason pursuant to Section&nbsp;5(a)(vi), the Employee agrees, during the entire
period of time that the Employee is entitled to receive any benefits pursuant to Section 6(d)
above, to make known the Employee&#146;s availability for employment involving services of a nature
substantially similar and of a comparable stature to those performed by the Employee on behalf of
the Company in a manner customary for executives holding positions substantially similar and of a
comparable stature to the Employee&#146;s position with the Company; <U>provided</U>, <U>however</U>,
that, subject to Section&nbsp;4 hereof, the Employee shall only be obligated to accept such employment
if the principal office where the Employee will be employed is located within a fifty (50)&nbsp;mile
radius of Coral Gables, Florida. The Employee agrees to keep the Chairman of the Board of Avatar
(or his designee) apprised of the Employee&#146;s employment status during such period and, if
requested, the Employee will provide appropriate supporting documentation with respect to the
salary, bonuses or other compensation earned by and benefits made available to the Employee in
respect of such employment. In the event the Employee secures employment as described in this
Section&nbsp;6(e), the Company shall be entitled to (i)&nbsp;deduct from the amounts payable to the Employee
pursuant to Sections&nbsp;6(d)(i) and 6(d)(ii) above (excluding any accrued but unpaid Annual Bonus
through the Date of Termination) any salary, bonuses or other compensation paid to the Employee in
connection with such employment and (ii)&nbsp;terminate the Employee&#146;s participation in (and shall not
be required to pay the Employee any sums in respect of) any employee benefit plans and programs
described in Section&nbsp;6(d)(ii) that are substantially similar to any employee benefit plans and
programs in which the Employee participates in connection with such new or existing employment.
The Employee agrees promptly to repay to the Company any amounts paid to the Employee by the
Company pursuant to Sections&nbsp;6(d)(i) and 6(d)(ii) which the Company was entitled to deduct from
such amounts pursuant to this Section&nbsp;6(e).


<P align="left" style="font-size: 12pt; text-indent: 4%">(f)&nbsp;<U>Change in Control; Termination Upon the Retention Date</U>. In the event of a Change
in Control during the Term of Employment:


<P align="left" style="font-size: 12pt; text-indent: 8%">(i)&nbsp;The Company shall pay or provide to the Employee (i)&nbsp;in a lump sum payment within thirty
(30)&nbsp;days following the Date of Termination, all Base Salary pursuant to Section 3(a) hereof and
any vacation pay pursuant to Section 3(e) hereof, in each case which has been earned but has not
been paid as of the Date of Termination , (ii)&nbsp;any prorated Annual Bonus which has been earned but
has not been paid as of the Date of Termination, payable in a lump sum payment in accordance with
Section&nbsp;3(b), and (iii)&nbsp;any benefits to which the Employee may be entitled under any employee
benefits plan or program pursuant to Section 3(c) hereof in which he is a participant in accordance
with the terms of such plan or program up to and including the Change in Control Date.


<P align="left" style="font-size: 12pt; text-indent: 8%">(ii)&nbsp;Base Salary and Annual Bonus payments otherwise payable to the Employee during the
Retention Period pursuant to Sections 3(a) and 3(b) hereunder, respectively, shall be subject to
the Retention Account Procedures and the conditions set forth in this Section&nbsp;6(f)(ii). On the
Change in Control Date, the Employee shall cease to receive Base Salary and Annual Bonus payments,
and the Company shall deposit into the Retention Account an amount (the &#147;<U>Retention Amount</U>&#148;)
equal to (A) $1,800,000, if the Change in Control Date shall occur before June&nbsp;30, 2010 or (B)&nbsp;if
the Change in Control Date shall occur on or after June&nbsp;30, 2010, the product of $1,800,000
multiplied by a fraction (x)&nbsp;the numerator of which is the number of days after the Change in
Control Date through and including the Retention Date and (y)&nbsp;the denominator of which is 365. If
the Employee&#146;s employment has not been otherwise terminated in accordance with this Agreement
(except pursuant to Sections&nbsp;5(a)(v) or 5(a)(vi)) and the Employee is continuously employed by the
Company through the Retention Period such that the Employee&#146;s employment terminates upon the
Retention Date pursuant to Section&nbsp;5(a)(viii) hereof, the Administrator shall distribute the
Retention Amount to the Employee in a lump sum payment within thirty (30)&nbsp;days following the
Retention Date, subject to and in accordance with the Retention Account Procedures.


<P align="left" style="font-size: 12pt; text-indent: 8%">(iii)&nbsp;If the Employee becomes entitled to any payment, benefit or distribution (or combination
thereof) by the Company or any other Avatar Entity, whether paid or payable pursuant to this
Agreement or any other plan, arrangement, or agreement with the Company or any other Avatar Entity
(the &#147;<U>Payments</U>&#148;), which are or become subject to the excise tax imposed by Section&nbsp;4999 of
the Code, or any interest or penalties are incurred by the Employee with respect to such excise tax
(such excise tax, together with any such interest and penalties, hereinafter collectively referred
to as the &#147;<U>Excise Tax</U>&#148;), the Payments shall be reduced by an amount not to exceed $250,000
until no portion of such Payments would be subject to Excise Tax. The reduction of the Payments, if
applicable, shall be made by reducing the cash portion of the Payments under the following sections
in the following order: (A)&nbsp;Section&nbsp;6(f)(ii), and (B)&nbsp;Section&nbsp;6(d). Notwithstanding the foregoing,
if the reduction in the Payments required so that no portion of the Payments are subject to the
Excise Tax would be greater than $250,000, then the Employee in his sole discretion may elect
whether or not to reduce the Payments to avoid the Excise Tax. In such case, if the Employee
elects not to reduce the Payments then the Employee shall be responsible for the payment of the
Excise Tax.


<P align="left" style="font-size: 12pt; text-indent: 4%">(g)&nbsp;<U>No Other Payments</U>. Except as provided in this Section&nbsp;6 and except as may
otherwise be provided pursuant to any written incentive award agreement between the Employee and
any Avatar Entity, the Employee shall not be entitled to receive any other payments or benefits
from the Company due to the termination of his employment, including but not limited to, any
employee benefits under any of the Company&#146;s or Avatar&#146;s employee benefits plans or programs (other
than at the Employee&#146;s expense under the Consolidated Omnibus Budget Reconciliation Act of 1985 or
pursuant to the terms of any pension plan which the Company or Avatar may have in effect from time
to time) or any right to be paid severance pay. If the Employee is entitled to any notice or
payment in lieu of any notice of termination required by Federal, State or local law, including but
not limited to the Worker Adjustment and Retraining Notification Act, the Company&#146;s obligation to
make payments pursuant to Section 6(d) shall be reduced by the amount of any such payment in lieu
of notice.


<P align="left" style="font-size: 12pt; text-indent: 4%">(h)&nbsp;<U>Conditions to Payments upon Termination of Employment</U>. Notwithstanding anything
to the contrary contained in this Agreement, all payments and benefits to the Employee provided
pursuant to this Section&nbsp;6 shall be subject to the Employee&#146;s compliance with Section&nbsp;4.


<P align="left" style="font-size: 12pt; text-indent: 8%">7.&nbsp;<U>Employment after the Employment Term</U>. No later than January&nbsp;2, 2009, the Company
shall enter into negotiations, in good faith, with the Employee regarding the continued employment
of the Employee with the Company after the Term of Employment; provided that if the Employee and
the Company shall fail to enter into a new agreement prior to the expiration of the Term of
Employment, the Employee&#146;s employment shall terminate in accordance with Section&nbsp;5(a)(i) hereof.


<P align="left" style="font-size: 12pt; text-indent: 8%">8.&nbsp;<U>No Conflicting Agreements; Indemnification</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;The Employee hereby represents and warrants that he is not a party to any agreement, or
non-competition or other covenant or restriction contained in any agreement, commitment,
arrangement or understanding (whether oral or written), which would in any way conflict with or
limit his ability to commence work on the first day of the Term of Employment or would otherwise
limit his ability to perform all responsibilities in accordance with the terms and subject to the
conditions of this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;The Employee agrees that the compensation provided in Section&nbsp;3 represents the sole
compensation to be paid to the Employee in respect of the services performed or to be performed for
the Avatar Entities by the Employee (other than any incentive compensation paid or to be paid to
the Employee pursuant to any written incentive award agreement between the Employee and any Avatar
Entity). The Employee further agrees that should there be a determination that for federal, state,
local and/or other tax purposes, the Employee&#146;s compensation for services performed for any of the
Avatar Entities is greater than the amounts payable hereunder, the Employee will indemnify and hold
harmless the Avatar Entities against any and all liabilities, losses, and expenses including, but
not limited to, any additional taxes, penalties and interest, and attorneys&#146; and accountants&#146; fees
arising out of, resulting from or relating to such determination.


<P align="left" style="font-size: 12pt; text-indent: 8%">9.&nbsp;<U>Section&nbsp;409A of the Code</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;If any payment, compensation or other benefit provided to the Employee in connection with
his employment termination is determined, in whole or in part, to constitute &#147;nonqualified deferred
compensation&#148; within the meaning of Section&nbsp;409A and the Employee is a specified employee as
defined in Section&nbsp;409A(a)(2)(B)(i), no part of such payments shall be paid before the day that is
six (6)&nbsp;months plus one (1)&nbsp;day after the date of termination or earlier death (the &#147;<U>New
Payment Date</U>&#148;). The aggregate of any payments that otherwise would have been paid to the
Employee during the period between the date of termination and the New Payment Date shall be paid
to the Employee in a lump sum on such New Payment Date. Thereafter, any payments that remain
outstanding as of the day immediately following the New Payment Date shall be paid without delay
over the time period originally scheduled, in accordance with the terms of this Agreement.
Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any
ongoing welfare benefits to the Employee that would not be required to be delayed if the premiums
therefor were paid by the Employee, the Employee shall pay the full cost of premiums for such
welfare benefits during the six-month period and the Company shall pay the Employee an amount equal
to the amount of such premiums paid by the Employee during such six-month period promptly after its
conclusion. A termination of employment shall not be deemed to have occurred for purposes of any
provision of this Agreement providing for the payment of any amounts or benefits subject to Section
409A upon or following a termination of employment unless such termination is also a &#147;separation
from service&#148; within the meaning of Section&nbsp;409A, and for purposes of any such provision of this
Agreement, references to a &#147;resignation,&#148; &#147;termination,&#148; &#147;terminate,&#148; &#147;termination of employment&#148;
or like terms shall mean separation from service.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;All reimbursements for costs and expenses under this Agreement shall be paid in no event
later than the end of the calendar year following the calendar year in which the Employee incurs
such expense. With regard to any provision herein that provides for reimbursement of costs and
expenses or in-kind benefits, except as permitted by Section&nbsp;409A, (i)&nbsp;the right to reimbursement
or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and
(ii)&nbsp;the amount of expenses eligible for reimbursements or in-kind benefits provided during any
taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be
provided in any other taxable year, provided, however, that the foregoing clause (ii)&nbsp;shall not be
violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the
Code solely because such expenses are subject to a limit related to the period the arrangement is
in effect.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;The parties acknowledge and agree that the interpretation of Section&nbsp;409A and its
application to the terms of this Agreement is uncertain and may be subject to change as additional
guidance and interpretations become available. Anything to the contrary herein notwithstanding,
all benefits or payments provided by the Company to the Employee that would be deemed to constitute
&#147;nonqualified deferred compensation&#148; within the meaning of Section&nbsp;409A are intended to comply with
Section&nbsp;409A. If, however, any such benefit or payment is deemed to not comply with Section&nbsp;409A,
the Company and the Employee agree to renegotiate in good faith any such benefit or payment
(including, without limitation, as to the timing of any severance payments payable hereof) so that
either (i)&nbsp;Section&nbsp;409A will not apply or (ii)&nbsp;compliance with Section&nbsp;409A will be achieved;
provided, however, that any resulting renegotiated terms shall provide to the Employee the
after-tax economic equivalent of what otherwise has been provided to the Employee pursuant to the
terms of this Agreement, and provided further, that any deferral of payments or other benefits
shall be only for such time period as may be required to comply with Section&nbsp;409A.


<P align="left" style="font-size: 12pt; text-indent: 8%">10.&nbsp;<U>Deductions and Withholding</U>. The Employee agrees that the Company shall withhold
from any and all compensation required to be paid to the Employee pursuant to this Agreement all
federal, state, local and/or other taxes which the Company determines are required to be withheld
in accordance with applicable statutes and/or regulations from time to time in effect and all
amounts required to be deducted in respect of the Employee&#146;s coverage under applicable employee
benefit plans.


<P align="left" style="font-size: 12pt; text-indent: 8%">11.&nbsp;<U>Entire Agreement</U>. This Agreement, the letter agreement dated as of May&nbsp;20, 2005,
among the Company, Avatar and the Employee, and for purposes of the definition of &#147;Retention
Amount,&#148; the 2008-2010 Earnings Participation Award Agreement, dated as of April&nbsp;15, 2005, between
Avatar and the Employee, embody the entire agreement of the parties with respect to the Employee&#146;s
employment and supersedes any other prior oral or written agreements between the Employee and any
Avatar Entity (including the Original Agreement). This Agreement may not be modified or terminated
orally but only by an agreement in writing signed by the parties hereto.


<P align="left" style="font-size: 12pt; text-indent: 8%">12.&nbsp;<U>Waiver</U>. The waiver by the Company of a breach of any provision of this Agreement
by the Employee shall not operate or be construed as a waiver of any subsequent breach by the
Employee. The waiver by the Employee of a breach of any provision of this Agreement by the Company
shall not operate or be construed as a waiver of any subsequent breach by the Company.


<P align="left" style="font-size: 12pt; text-indent: 8%">13.&nbsp;<U>Governing Law</U>. This Agreement shall be subject to, and governed by, the laws of
the State of Florida applicable to contracts made and to be performed in the State of Florida,
regardless of where the Employee is in fact required to work.


<P align="left" style="font-size: 12pt; text-indent: 8%">14.&nbsp;<U>Jurisdiction</U>. Any legal suit, action or proceeding against any party hereto
arising out of or relating to this Agreement (including the Retention Account Procedures) shall be
instituted in a federal or state court in Dade County or Broward County in the State of Florida and
each party hereto waives any objection which it may now or hereafter have to the laying of venue of
any such suit, action or proceeding and each party hereto irrevocably submits to the jurisdiction
of any such court in any suit, action or proceeding.


<P align="left" style="font-size: 12pt; text-indent: 8%">15.&nbsp;<U>Assignability</U>. The obligations of the Employee may not be delegated and, except
as expressly provided in Section 6(b) relating to the designation of beneficiaries, the Employee
may not, without the Company&#146;s written consent thereto, assign, transfer, convey, pledge, encumber,
hypothecate or otherwise dispose of this Agreement or any interest therein. Any such attempted
delegation or disposition shall be null and void and without effect. The Company and the Employee
agree that this Agreement and all of the Company&#146;s rights and obligations hereunder may be assigned
or transferred by the Company to, and may be assumed by and become binding upon and may inure to
the benefit of, any Avatar Entity or successor thereof. The term &#147;<U>successor</U>&#148; shall mean,
with respect to any Avatar Entity, and any other corporation or other business entity which, by
merger, consolidation, purchase of the assets, or otherwise, acquires all or a material part of the
assets of such Avatar Entity. Except as expressly provided in Section 6(f) hereof, any assignment
by the Company of its rights and obligations hereunder to any affiliate of or successor shall not
be considered a termination of employment for purposes of this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 8%">16.&nbsp;<U>Severability</U>. If any provision of this Agreement as applied to either party or to
any circumstances shall be adjudged by a court of competent jurisdiction to be void or
unenforceable, the same shall in no way affect any other provision of this Agreement or the
validity or enforceability of this Agreement. If any court construes any of the provisions of
Section&nbsp;4 hereof, or any part thereof, to be unreasonable because of the duration of such provision
or the geographic or other scope thereof, such court may reduce the duration or restrict the
geographic or other scope of such provision and enforce such provision as so reduced or restricted.


<P align="left" style="font-size: 12pt; text-indent: 8%">17.&nbsp;<U>Notices</U>. All notices to the Employee hereunder shall be in writing and shall be
delivered personally or sent by registered or certified mail, return receipt requested, to:


<P align="left" style="font-size: 12pt; text-indent: 13%">Jonathan Fels


<P align="left" style="font-size: 12pt; text-indent: 13%">c/o Avatar Properties Inc.


<P align="left" style="font-size: 12pt; text-indent: 13%">12th Floor


<P align="left" style="font-size: 12pt; text-indent: 13%">201 Alhambra Circle


<P align="left" style="font-size: 12pt; text-indent: 13%">Coral Gables, Florida 33134


<P align="left" style="font-size: 12pt; text-indent: 13%">with a copy to:


<P align="left" style="font-size: 12pt; text-indent: 13%">Kluger, Peretz, Kaplan &#038; Berlin, P.L.


<P align="left" style="font-size: 12pt; text-indent: 13%">201 South Biscayne Blvd.


<P align="left" style="font-size: 12pt; text-indent: 13%">Suite&nbsp;1700


<P align="left" style="font-size: 12pt; text-indent: 13%">Miami, FL 33131


<P align="left" style="font-size: 12pt; text-indent: 13%">Attention: Eliot Abbott, Esq.


<P align="left" style="font-size: 12pt; text-indent: 13%">Facsimile: (305)&nbsp;379-3428


<P align="left" style="font-size: 12pt">All notices to the Company hereunder shall be in writing and shall be delivered personally or sent
by registered or certified mail, return receipt requested, to:


<P align="left" style="font-size: 12pt; text-indent: 13%">Avatar Properties Inc.


<P align="left" style="font-size: 12pt; text-indent: 13%">12th Floor


<P align="left" style="font-size: 12pt; text-indent: 13%">201 Alhambra Circle


<P align="left" style="font-size: 12pt; text-indent: 13%">Coral Gables, Florida 33134


<P align="left" style="font-size: 12pt; text-indent: 13%">Attention: Chairman of the Board


<P align="left" style="font-size: 12pt; text-indent: 13%">Facsimile: (305)&nbsp;441-7876


<P align="left" style="font-size: 12pt; text-indent: 13%">with a copy to:


<P align="left" style="font-size: 12pt; text-indent: 13%">Avatar Properties Inc.


<P align="left" style="font-size: 12pt; text-indent: 13%">201 Alhambra Circle


<P align="left" style="font-size: 12pt; text-indent: 13%">12th Floor


<P align="left" style="font-size: 12pt; text-indent: 13%">Coral Gables, Florida 33134


<P align="left" style="font-size: 12pt; text-indent: 13%">Attention: General Counsel


<P align="left" style="font-size: 12pt; text-indent: 13%">Facsimile: (305)&nbsp;441-9927


<P align="left" style="font-size: 12pt; text-indent: 13%">with a copy to:


<P align="left" style="font-size: 12pt; text-indent: 13%">Avatar Holdings Inc.


<P align="left" style="font-size: 12pt; text-indent: 13%">201 Alhambra Circle


<P align="left" style="font-size: 12pt; text-indent: 13%">12th Floor


<P align="left" style="font-size: 12pt; text-indent: 13%">Coral Gables, Florida 33134


<P align="left" style="font-size: 12pt; text-indent: 13%">Attention: Chairman of the Board


<P align="left" style="font-size: 12pt; text-indent: 13%">Facsimile: (305)&nbsp;448-7876


<P align="left" style="font-size: 12pt; text-indent: 13%">and with a copy to:


<P align="left" style="font-size: 12pt; text-indent: 13%">Weil, Gotshal &#038; Manges LLP


<P align="left" style="font-size: 12pt; text-indent: 13%">767 Fifth Avenue


<P align="left" style="font-size: 12pt; text-indent: 13%">New York, New York 10153


<P align="left" style="font-size: 12pt; text-indent: 13%">Attention: R. Todd Lang, Esq.


<P align="left" style="font-size: 12pt; text-indent: 13%">Facsimile: (212)&nbsp;310-8007


<P align="left" style="font-size: 12pt">Either party may change the address to which notices shall be sent by sending written notice of
such change of address to the other party.


<P align="left" style="font-size: 12pt; text-indent: 8%">18.&nbsp;<U>Separate Independent Agreements</U>. Notwithstanding anything to the contrary
contained in this Agreement, the terms of this Agreement shall not amend, supersede or alter in any
way the terms of any other written agreement (other than the letter agreement, dated as of the date
hereof, among Avatar, the Company and the Employee) between the Employee, on the one hand, and the
Company or Avatar, on the other hand, except as expressly set forth in such other agreement.


<P align="left" style="font-size: 12pt; text-indent: 8%">19.&nbsp;<U>Section&nbsp;Headings</U>. The section headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or interpretation of this
Agreement.


<P align="left" style="font-size: 12pt; text-indent: 8%">20.&nbsp;<U>Counterparts</U>. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which taken together shall constitute one and
the same instrument.


<P align="left" style="font-size: 12pt; text-indent: 8%">21.&nbsp;<U>Attorneys&#146; Fees</U>. In the event that either party hereto commences litigation
against the other to enforce such party&#146;s rights hereunder, the prevailing party shall be entitled
to recover all costs, expenses and fees, including reasonable attorneys&#146; fees (including in-house
counsel), paralegals&#146; fees, and legal assistants&#146; fees through all appeals.


<P align="left" style="font-size: 12pt; text-indent: 8%">22.&nbsp;<U>Neutral Construction</U>. Each party to this Agreement was represented by counsel, or
had the opportunity to consult with counsel. No party may rely on any drafts of this Agreement in
any interpretation of the Agreement. Each party to this Agreement has reviewed this Agreement and
has participated in its drafting and, accordingly, no party shall attempt to invoke the normal rule
of construction to the effect that ambiguities are to be resolved against the drafting party in any
interpretation of this Agreement.


<P align="center" style="font-size: 12pt">(signature page follows)



<P align="center" style="font-size: 10pt; display: none; text-indent: 8%">1
<!-- PAGEBREAK -->


<P align="left" style="font-size: 12pt">IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date
first above written.


<P align="left" style="font-size: 12pt; text-indent: 21%">AVATAR PROPERTIES INC.


<P align="left" style="font-size: 12pt; text-indent: 21%">By:<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>/s/ Gerald D. Kelfer<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Name: Gerald D. Kelfer<BR>
Title: Chief Executive Officer<BR>


<P align="left" style="font-size: 12pt; text-indent: 21%">_/s/ Jonathan Fels<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Jonathan Fels</TD>
</TR>



</TABLE>

<P align="center" style="font-size: 10pt; display: none">2
<!-- PAGEBREAK -->


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 12pt">



</TABLE>


<P align="center" style="font-size: 12pt"><U><B>ANNEX</B></U>



<P align="center" style="font-size: 12pt"><U>Retention Account Procedures</U>



<P align="left" style="font-size: 12pt">Capitalized terms used but not otherwise defined in this Annex shall have the meanings ascribed to
such terms in the Amended and Restated Employment Agreement between Avatar Properties Inc. and
Jonathan Fels, dated as of December&nbsp;22, 2008 (the &#147;<U>Agreement</U>&#148;).


<P align="left" style="font-size: 12pt">In the event of a Change in Control, the Retention Amount to which the Employee may be entitled
pursuant to (i)&nbsp;the Agreement and (ii)&nbsp;the Amended and Restated 2008-2010 Earnings Participation
Award Agreement between the Employee and Avatar, dated as of December&nbsp;22, 2008 (collectively, the
&#147;<U>Applicable Agreements</U>&#148;), are subject to the Retention Account Procedures as further
described in this Annex.


<P align="left" style="font-size: 12pt">1.&nbsp;<U>Administrator</U>. These Retention Account Procedures shall be administered by such person
or entity as is designated by the Board of Directors of Avatar (the &#147;<U>Board</U>&#148;) on or prior to
the Change in Control Date (the &#147;<U>Administrator</U>&#148;); <U>provided</U>, that such Administrator
shall be (i)&nbsp;a member of the Board as of the date of the Agreement who is &#147;independent&#148; as defined
in the listing standards of The NASDAQ Stock Market, Inc. or (ii)&nbsp;a bank, trust company or similar
custodial institution that is free from conflicts of interest with the Avatar Entities and the
Employee.


<P align="left" style="font-size: 12pt">2.&nbsp;<U>Retention Account</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;Upon a Change in Control, the Retention Amount shall be deposited into a separate account
under the exclusive control of the Administrator (the &#147;<U>Retention Account</U>&#148;).


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;Any cash to be deposited into the Retention Account may be held in an interest-bearing
bank account, invested by the Administrator in short-term U.S. government securities or other
short-term investments to be determined by the Administrator in its sole discretion. Any income
derived from such deposits or investments shall be deposited in the Retention Account and shall be
distributed in accordance with these Retention Account Procedures.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;If (i)&nbsp;the Employee is continuously employed by any of the Avatar Entities through the
Retention Period until the Retention Date, then within thirty (30)&nbsp;days following the Retention
Date, the Administrator shall distribute in a lump sum payment the Retention Amount to the
Employee, or (ii)&nbsp;the Employee&#146;s employment is terminated for any reason prior to the Retention
Date, subject to paragraph (d)&nbsp;below, Avatar (or its successor) and the Employee shall notify the
Administrator, in a writing signed by the Employee and Chairman of the Board of Avatar (or its
successor) (the &#147;<U>Joint Notice</U>&#148;), of the agreement between Avatar and the Employee directing
the Administrator to disburse the Retention Amount pursuant to the Applicable Agreements.


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;The Administrator shall have no right to make an independent determination as to the
circumstances in which the Employee&#146;s employment was terminated or as to its duty to disburse
monies or other property from the Retention Account. If, at any time, there shall exist any
dispute between Avatar (or its successor) and the Employee as to the employment status of the
Employee, the circumstances in which such employment was terminated or the holding or disposition
of monies and/or property from the Retention Account, the Administrator may (i)&nbsp;refrain from
disbursing any monies and/or property from the Retention Account until (x)&nbsp;the rights of Avatar
(and any successor) and the Employee (or Employee&#146;s heirs, executors or administrators) with
respect to such monies and/or property shall have been fully and finally adjudicated by a
non-appealable final order, decree or judgment of a court of competent jurisdiction or (y)&nbsp;all such
disputes shall have been resolved and the Administrator shall have received a Joint Notice to that
effect or (ii)&nbsp;deposit the monies and/or property held in the Retention Account in the registry of
a court of competent jurisdiction pending full and final adjudication pursuant to the rules of
procedure governing practice in such court.


<P align="left" style="font-size: 12pt">3.&nbsp;<U>Administration of the Retention Account by the Administrator</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;Prior to the Change in Control Date, the Board shall establish a cash reserve fund in an
amount to be available to the Administrator for any and all of its expenses or costs incurred in
connection with these Retention Account Procedures. All expenses and costs shall be paid out of
the reserve fund, and to the extent that the amount in the reserve fund is insufficient to cover
such expenses and costs, Avatar (or its successor) shall promptly make the requisite payment to
cover such expenses and costs.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;The Administrator shall have the right to engage counsel and otherwise seek advice with
respect to these Retention Account Procedures and the obligations of the Administrator hereunder.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;The Administrator shall have no obligation or liability to the Employee or Avatar (or its
successor) except for acts or omissions not in good faith. Avatar (and its successor) shall
indemnify the Administrator and hold the Administrator harmless against any liability arising out
of these Retention Account Procedures except in the case of acts or omissions not in good faith.


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;Avatar and the Employee agree to execute such agreements, documents or certificates as are
reasonably necessary or advisable in order to effect these Retention Account Procedures.


<P align="center" style="font-size: 10pt; display: none; text-indent: 4%">3
<!-- PAGEBREAK -->

<P align="center" style="font-size: 12pt">SCHEDULE I



<P align="center" style="font-size: 12pt"><U>Existing Brookman-Fels Projects and Licensees</U>



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">1.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Brookman-Fels at Harbor Islands, Inc.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">2.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Brookman-Fels Organization, Inc.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">3.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Brookman-Fels and Associates, Inc.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">4.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Brookman-Fels at Treasure Trove, Inc.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">5.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Brookman-Fels at Country Club Estates, Inc.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">6.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Brookman and Fels at the Sanctuary, Inc.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">7.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Brookman-Fels of South Florida, Inc.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">8.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Brookman-Fels Custom Builders, Inc.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">9.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Brookman-Fels Home and Design, Inc.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">10.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Brookman-Fels Management Corporation</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">11.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Brookman-Fels at Presidential Estates, Inc.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">12.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Brookman-Fels Construction Corp.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">13.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Brookman-Fels Builders, Inc.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">14.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Sunset Point at Silver Lakes, Ltd. (d/b/a</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 12pt; text-indent: 13%">Brookman-Fels &#151; Zuckerman Group)


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">15.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Parkland Communities, Inc. (d/b/a</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 12pt; text-indent: 13%">Brookman-Fels &#151; Zuckerman Group)



<P align="center" style="font-size: 10pt; display: none">4


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<TYPE>EX-10.8
<SEQUENCE>9
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<DESCRIPTION>EX-10.8
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<TITLE> EX-10.8 </TITLE>
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<P align="right" style="font-size: 10pt"><FONT style="font-size: 8pt"><B>EXHIBIT 10.8</B></FONT>



<P align="center" style="font-size: 8pt"><FONT style="font-size: 12pt"><U>AMENDED AND RESTATED 2008-2010 EARNINGS PARTICIPATION AWARD AGREEMENT</U></FONT>



<P align="left" style="font-size: 12pt; text-indent: 4%">This AMENDED AND RESTATED 2008-2010 EARNINGS PARTICIPATION AWARD AGREEMENT, dated December&nbsp;22,
2008 (the &#147;<U>Agreement</U>&#148;), is made by and between Avatar Holdings Inc., a Delaware corporation
(the &#147;<U>Company</U>&#148;) and Jonathan Fels (the &#147;<U>Participant</U>&#148;) and amends and restates in
its entirety the 2008-2010 Earnings Participation Award Agreement, by and between the Company and
the Participant, dated April&nbsp;15, 2005 (the &#147;<U>Original Agreement</U>&#148;).


<P align="left" style="font-size: 12pt; text-indent: 4%">The Company and the Participant wish to provide for certain modifications to the Original
Agreement to comply with Section&nbsp;409A of the Internal Revenue Code of 1986, as amended (the
&#147;<U>Code</U>&#148;) and wish to amend, restate and supersede the Original Agreement, all upon the terms
and conditions set forth herein.


<P align="left" style="font-size: 12pt; text-indent: 4%">The Cash Awards (as defined in the Original Agreement) granted to the Participant pursuant to
the Original Agreement remain in effect as amended and restated in this Agreement.


<P align="left" style="font-size: 12pt">1.&nbsp;AWARD. Pursuant to the provisions of the Avatar Holdings Inc. 2005 Executive Incentive
Compensation Plan, as the same may be amended, restated, modified and supplemented from time to
time (the &#147;<U>Executive Plan</U>&#148;) the Committee (as defined in the Executive Plan) hereby awards
to the Participant, on the date hereof, subject to the terms and conditions of the Executive Plan
and subject further to the terms and conditions and other provisions herein set forth, the Cash
Awards if, as of an applicable Performance Goal Test Date (as defined below), the Performance Goal
(as defined below) applicable to such Cash Award is satisfied.


<P align="left" style="font-size: 12pt">2.&nbsp;CERTAIN DEFINITIONS.


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;Capitalized terms used but not defined herein shall have the meanings assigned to them in
the Plans.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;Each reference contained in this Agreement to:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Anniversary</U>&#148; shall mean, with respect to any date, the annual recurrence of
such date.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Actual Gross Profit Amount</U>&#148; shall mean the Company&#146;s cumulative Gross Profit
during the Performance Period.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Annual Cash Award</U>&#148; shall mean, with respect to each fiscal year during the
Performance Period ending on a Performance Goal Test Date, a cash payment equal to two
percent (2%) of the excess, if any, of (x)&nbsp;the Gross Profit earned by the Company for such
fiscal year, <U>over</U> (y)&nbsp;the Minimum Gross Profit Level for such fiscal year.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Business Plan</U>&#148; shall mean the Company&#146;s business plan for the period
commencing on January&nbsp;1, 2005 and ending on December&nbsp;31, 2010, as submitted to the
Compensation Committee at a meeting held on March&nbsp;3, 2005.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Cash Awards</U>&#148; shall mean, collectively, the Annual Cash Award and the
Cumulative Cash Award, and &#147;<U>Cash Award</U>&#148; shall mean each of the Annual Cash Award
and the Cumulative Cash Award.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Change in Control</U>&#148; shall mean any of the following events: (a)&nbsp;a person or
entity or group of persons or entities, acting in concert, becomes the direct or indirect
beneficial owner (within the meaning of Rule&nbsp;13d-3 of the Securities Exchange Act of 1934,
as amended) of securities of the Company representing ninety percent (90%) or more of the
combined voting power of the issued and outstanding Common Stock; (b)&nbsp;the Board of
Directors of the Company approves any merger, consolidation or like business combination or
reorganization of the Company, the consummation of which would result in the occurrence of
the event described in clause (a)&nbsp;above, and such transaction shall have been consummated;
or (c)&nbsp;the Company ceases to be engaged, directly or indirectly, and does not intend to be
engaged at any time in the foreseeable future, in any real estate business. The date on
which a Change in Control is consummated, with respect to clauses (a)&nbsp;and (b), or occurs,
with respect to clause (c), is herein referred to as the &#147;<U>Change in Control Date</U>.&#148;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Common Stock</U>&#148; shall mean common stock, par value $1.00 per share, of the
Company.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Cumulative Cash Award</U>&#148; shall mean a cash payment equal to one and one-quarter
percent (1.25%) of the excess, if any, of (x)&nbsp;the Actual Gross Profit Amount over (y)&nbsp;the
Target Gross Profit Amount.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Excluded Amounts</U>&#148; shall mean, with respect to a fiscal year of the Company,
as at any date of determination, an amount equal to the dollar amount of any Gross Profit
attributable to Harbor Islands and the Rio Rico Excluded Properties for such fiscal year.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Gross Profit</U>&#148; shall mean, with respect to a fiscal year of the Company, the
excess, if any, of (x)&nbsp;the sum of (i)&nbsp;the amount set forth in the Company&#146;s audited
Consolidated Statements of Operations as set forth in the Company&#146;s annual report on Form
10-K (the &#147;Income Statement&#148;) for such fiscal year with respect to the line item &#147;Net
income (loss)&#148; <U>plus</U> (ii)&nbsp;the amount reflected in the Company&#146;s Income Statement for
such fiscal year as compensation expense relating to the 2008-2010 Earnings Participation
Award Agreements, dated the date hereof, between the Company and each of Gerald Kelfer,
Jonathan Fels and Michael Levy, as amended from time to time, <U>plus</U> (iii)&nbsp;the
amount, if any, set forth in the Company&#146;s Income Statement for such fiscal year with
respect to the line item &#147;Income tax expense (benefit)&#148;, to the extent that there is
&#147;Income tax expense&#148; <U>less</U> (iv)&nbsp;the amount, if any, set forth in the Company&#146;s
Income Statement for such fiscal year with respect to the line item &#147;Income tax expense
(benefit)&#148;, to the extent that there is &#147;Income tax (benefit)&#148; <U>plus</U> (v)&nbsp;the
amount(s), if any, set forth in the Company&#146;s Income Statement for such fiscal year
relating to any income tax expense included in any income or (loss)&nbsp;attributable to the
discontinued operations and/or extraordinary items set forth in the Income Statement
<U>less</U> (vi)&nbsp;the amount(s), if any, set forth in the Company&#146;s Income Statement for
such fiscal year relating to any income tax (benefit)&nbsp;included in any income or (loss)
attributable to such discontinued operations and/or extraordinary items set forth in the
Income Statement <U>plus</U> (vii)&nbsp;for purposes of determining the Annual Cash Award, the
Gross Profit Carry Forward Amount, if any, with respect to the Company&#146;s prior fiscal year,
over (y)&nbsp;the Excluded Amounts for such fiscal year.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Gross Profit Carry Forward Amount</U>&#148; shall mean an amount equal to (x)&nbsp;the
excess of the amount of the Annual Cash Award that would otherwise be payable to the
Participant but for the Annual Cap, over the amount of the Annual Cap, <I>divided by </I>(y)&nbsp;2%;
<U>provided,</U> that in no event shall the Gross Profit Carry Forward Amount exceed
$20,000,000.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Harbor Islands</U>&#148; shall mean the development and/or sale of the Company&#146;s
property in Hollywood, Florida, generally known by the Company as parcels 1, 8 and 9 at
&#147;Harbor Islands.&#148;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Minimum Cumulative Gross Profit Level</U>&#148; shall mean that, as of Performance
Goal Test Date applicable to the Cumulative Cash Award, (x)&nbsp;the Actual Gross Profit Amount
is greater than (y)&nbsp;the Target Gross Profit Amount.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Minimum Gross Profit Level</U>&#148; shall mean the Gross Profit set forth opposite
each fiscal year ending on the dates set forth below:

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="58%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="37%">&nbsp;</TD>
</TR>
<TR style="font-size: 12pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Fiscal Year End</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Gross Profit</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">December&nbsp;31, 2008<BR>
December&nbsp;31, 2009<BR>
December&nbsp;31, 2010
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">$40,000,000<BR>
$50,000,000<BR>
$60,000,000</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Payment Date</U>&#148; shall have the meaning ascribed to such term in Section&nbsp;3(c).



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Performance Goal</U>&#148; shall mean (i)&nbsp;in the case of the Annual Cash Award, the
achievement of the Minimum Gross Profit Level in any fiscal year, ending on December&nbsp;31,
during the Performance Period and (ii)&nbsp;in the case of the Cumulative Cash Award, the
achievement of the Minimum Cumulative Gross Profit Level for the entire Performance Period.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Performance Goal Test Date</U>&#148; shall mean with respect to the Annual Cash Award,
December&nbsp;31 of each year within the Performance Period and with respect to the Cumulative
Cash Award, the earlier of (i)&nbsp;a Change in Control Date and (ii)&nbsp;the Last Day of the
Performance Period.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Performance Period</U>&#148; shall mean the period commencing January&nbsp;1, 2008 and
ending on December&nbsp;31, 2010 (December&nbsp;31, 2010, being the &#147;Last Day of the Performance
Period&#148;).



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Rio Rico Excluded Properties</U>&#148; shall mean those parcels of land not suitable
for development in accordance with the Company&#146;s current Business Plan due to environmental
factors located in the Company&#146;s property in Rio Rico, Arizona, generally known by the
Company as &#147;Rio Rico&#148;.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Target Gross Profit Amount</U>&#148; shall mean $390,000,000.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;For purposes of this Agreement, the terms Administrator, Cause, Without Cause, Good
Reason, Without Good Reason, Disability, Retention Account, Retention Account Procedures and
Retention Date shall have the meanings ascribed to such terms in the Participant&#146;s amended and
restated employment agreement with Avatar Properties Inc. (&#147;<U>Avatar Properties</U>&#148;), dated as
of the date hereof, as amended or restated from time to time; <U>provided</U>, <U>however</U>, if
the Participant is no longer employed pursuant to such employment agreement, each such term shall
have the meaning ascribed to it in the employment agreement last in effect which contains such
defined term.


<P align="left" style="font-size: 12pt">3.&nbsp;TERMS AND CONDITIONS. The Cash Awards evidenced by this Agreement are subject to the following
terms and conditions:


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;The payment of performance-based compensation described herein is contingent upon the
achievement of the Performance Goal applicable to each Cash Award.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;Subject to Section&nbsp;4 hereof (i)&nbsp;the Participant shall be entitled to receive a payment on
the related Payment Date pursuant to the Annual Cash Award if the applicable Performance Goal is
satisfied on the applicable Performance Goal Test Date and (ii)&nbsp;the Participant shall be entitled
to receive the Cumulative Cash Award on the related Payment Date if the applicable Performance Goal
is satisfied on the applicable Performance Goal Test Date.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;The Committee shall determine whether a Performance Goal has been met as of the applicable
Performance Goal Test Date and, (i)&nbsp;if it has, shall so certify in writing and ascertain the amount
of cash to be paid, if any, to the Participant and (ii)&nbsp;if it has not, shall so certify in writing
with a brief explanation as to the methodology and calculation of the Committee in determining that
such Performance Goal has not been met. Payments of cash in a lump sum, if any, pursuant to the
Cash Awards shall be made to the Participant, in each case in the fiscal year following the year
during which the applicable Performance Goal Test Date occurs, within thirty (30)&nbsp;days following
the filing with the Securities and Exchange Commission of an annual report on Form 10-K (which
contains audited financial statements) for such fiscal year but in no event later than April 1st of
the fiscal year following the year during which the applicable Performance Goal Test Date occurs
(each such date being a &#147;<U>Payment Date</U>&#148;).


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;Notwithstanding anything to the contrary contained in this Agreement, in the event a
Change in Control Date occurs during the Performance Period, (i)&nbsp;on the Change in Control Date, the
Company shall deposit into the Retention Account any cash payment pursuant to the Cumulative Cash
Award (and such amount shall be added to the Retention Amount) and, if the Participant&#146;s employment
has not been otherwise terminated by Avatar Properties for Cause or by Participant Without Good
Reason and the Participant is continuously employed by Avatar Properties through the Retention
Period such that the Participant&#146;s employment terminates upon the Retention Date, the Administrator
shall distribute the Retention Amount to the Participant in a lump sum payment within thirty (30)
days following the Retention Date, subject to and in accordance with the Retention Account
Procedures; <U>provided</U>, <U>however</U>, that if the Participant&#146;s employment with Avatar
Properties is terminated due to the Participant&#146;s death or Disability during the Retention Period,
(A)&nbsp;the Administrator shall disburse to the Participant, his designated beneficiary or to his
estate, in a lump sum payment, a pro rata portion of the Retention Amount as of the Date of
Termination equal to the Retention Amount multiplied by a fraction (x)&nbsp;the numerator of which is
the number of days elapsed in the Retention Period as of the Date of Termination and (y)&nbsp;the
denominator of which is the total number of days in the Retention Period and (B)&nbsp;the remaining
balance of the Retention Amount shall be disbursed by the Administrator as a donation to one or
more charitable, not-for-profit organizations designated by the Board of Directors of Avatar, in
its sole discretion, in each case subject to and in accordance with the Retention Account
Procedures, and (ii)&nbsp;the Participant shall be entitled to receive a pro rata portion of the Annual
Cash Award (as of the Change in Control Date) for the fiscal year in which such Change in Control
Date occurs. The Committee shall determine the basis, methodology and calculation for, and any
estimates used in, determining the prorated Actual Gross Profit Amount and prorated Minimum Gross
Profit Level for the portion of the fiscal year preceding the Change in Control Date. The
determination of the Committee as to any such partial award shall be final and binding on all
parties, including the Participant and the Company. Such prorated Annual Cash Award shall be paid
in a lump sum cash payment within thirty (30)&nbsp;days following the Change in Control Date.


<P align="left" style="font-size: 12pt">4.&nbsp;LIMITATIONS ON AWARDS. Notwithstanding anything to the contrary herein:


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;The maximum cash amount that may be paid to the Participant pursuant to the Annual Cash
Award (the &#147;<U>Annual Cap</U>&#148;) shall be $1,600,000 for each fiscal year during the Performance
Period; <U>provided</U>, <U>however</U>, that in the event that the Annual Cash Award is less
than $1,600,000 with respect to either or both of the first two (2)&nbsp;fiscal years of the Performance
Period (the amount by which such Annual Cash Awards are less than $1,600,000, in the aggregate, is
referred to herein as the &#147;<U>Shortfall Amount</U>&#148;), the Annual Cap with respect to the third
fiscal year of the Performance Period shall equal the sum of (x) $1,600,000 plus (y)&nbsp;the Shortfall
Amount; <U>provided</U>, <U>further</U>, that in no event shall the Shortfall Amount exceed
$400,000.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;The maximum cash amount that may be paid to the Participant pursuant to the Cumulative
Cash Award shall be $900,000.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;The maximum payment of cash pursuant to the Cash Awards shall be subject to the
limitations in the Executive Plan and the Participant&#146;s employment agreement with the Company or a
subsidiary or affiliate thereof (the foregoing entities being referred to herein collectively as
the &#147;<U>Avatar Entities</U>&#148; and each as an &#147;<U>Avatar Entity</U>&#148;), each as may be amended,
restated, modified or supplemented from time to time.


<P align="left" style="font-size: 12pt">5.&nbsp;TERMINATION OF EMPLOYMENT.


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;If the Participant&#146;s employment with Avatar Properties is terminated by Avatar Properties
for Cause or by the Participant Without Good Reason, in addition to any other consequences of such
termination provided for in this Agreement or any other agreement, notwithstanding Section&nbsp;3
hereof, Participant shall forfeit any right to cash payments that would otherwise accrue pursuant
to this Agreement on or after the date of such termination.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;If the Participant&#146;s employment with Avatar Properties is terminated by Avatar Properties
Without Cause or by the Participant for Good Reason, the Participant shall be entitled to continue
to receive such cash payments as would otherwise be made pursuant to this Agreement as though the
Participant&#146;s employment had not been terminated.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;If the Participant&#146;s employment with Avatar Properties is terminated due to the
Participant&#146;s death or Disability, subject to Section 3(d) hereof:


<P align="left" style="font-size: 12pt; text-indent: 8%">(i)&nbsp;the Participant shall be entitled to receive in a lump sum only that portion of any cash
payments otherwise payable pursuant to Section 3(c) hereof following such termination in accordance
with Section&nbsp;3(c), equal to the product of (x)&nbsp;a fraction (which in no event shall exceed one (1))
the numerator of which is the number of completed whole months elapsed after the first day of the
Performance Period to the date of death or Disability, as the case may be, and the denominator of
which is the number of whole months from the first day of the Performance Period until the
applicable Performance Goal Test Date and (y)&nbsp;the amount of any cash payments that would have been
payable pursuant to Section 3(c) hereof if the Participant remained an employee of Avatar
Properties through and including the Last Day of the Performance Period; <U>provided</U>,
<U>however</U>, that with respect to cash payments pursuant to the Annual Cash Award, the
Participant shall only be eligible to receive a cash payment for the fiscal year in which the
Participant&#146;s employment was terminated for death or Disability, as the case may be, and the
Participant shall not be eligible for any additional cash payments; and


<P align="left" style="font-size: 12pt; text-indent: 8%">(ii)&nbsp;the Participant will have no right to any other payments hereunder.


<P align="left" style="font-size: 12pt; text-indent: 8%">Any payments to the Participant (or the executor or administrator of the deceased
Participant&#146;s estate or the person or persons to whom the deceased Participant&#146;s rights shall pass
by will or the laws of descent or distribution, as applicable) pursuant to this Section 5(c) shall
be made no later than the relevant Payment Date.


<P align="left" style="font-size: 12pt">6.&nbsp;FORFEITURE UPON BREACH OF RESTRICTIVE COVENANTS. Notwithstanding anything to the contrary set
forth in this Agreement, if the Participant breaches any provision relating to the Participant&#146;s
covenant to keep information confidential, not to compete, not to solicit or similar restrictive
covenant contained in the Participant&#146;s employment agreement or other agreement with any of the
Avatar Entities (after the expiration of any notice and cure period), then in addition to any other
rights or remedies arising from or relating to such breach the Participant shall forfeit any right
to any cash payments pursuant to this Agreement from and after the date of such breach.


<P align="left" style="font-size: 12pt">7.&nbsp;CLAWBACK; ADDITIONAL PAYMENTS; NO OFFSET BY PARTICIPANT; COMPANY OFFSET.


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;In the event that the Company&#146;s financial statements with respect to any fiscal year (or
portion thereof) within the Performance Period are restated within eighteen (18)&nbsp;months following
the payment to the Participant of cash pursuant to a Cash Award such that Gross Profit is less than
previously reported, the Participant shall pay to the Company upon demand by the Company following
the filing of such restated financial statements with the Securities and Exchange Commission, an
amount equal to the sum of (i)&nbsp;the excess of (A)&nbsp;the Excess Bonus Payments (as defined below) over
(B)&nbsp;the hypothetical income tax liability attributable to such Excess Bonus Payments (as determined
by the Committee by applying the highest marginal United States federal, state and local individual
income tax rates applicable to an individual resident of Coral Gables, Florida for the relevant
taxable period, taking into account the deductibility of state and local income taxes for federal
income tax purposes), and (ii)&nbsp;as determined by the Committee, the present value of any tax
benefits accruing to the Participant as a result of making any payments pursuant to this Section
7(a) to the Company. For purposes of the preceding sentence, &#147;<U>Excess Bonus Payments</U>&#148; shall
mean an amount equal to the difference between (x)&nbsp;the amount of the cash payment pursuant to the
Cash Award paid to the Participant and (y)&nbsp;the amount that cash payment pursuant to the Cash Award
would have been if the Company had used the restated financial statements to determine the amount
of the Company&#146;s Gross Profit for the Performance Goal Test Date.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;In the event that the Company&#146;s financial statements with respect to any fiscal year (or
portion thereof) within the Performance Period are restated within eighteen (18)&nbsp;months following
the payment to the Participant of cash pursuant to a Cash Award such that Gross Profit is greater
than previously reported, the Company shall pay in a lump sum cash payment to the Participant
within thirty (30)&nbsp;days following the filing of such restated financial statements with the
Securities and Exchange Commission, an amount equal to the difference between (x)&nbsp;the amount that
the cash payment pursuant to the Cash Award would have been if the Company had used the restated
financial statements to determine the amount of the Company&#146;s Gross Profit for the Performance Goal
Test Date less (y)&nbsp;the amount of the cash payment pursuant to the Cash Award paid to the
Participant.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;The Participant shall be obligated to pay to the Company any amount due pursuant to this
Section&nbsp;7 regardless of whether the Participant has or claims to have any claim against any of the
Avatar Entities, and the Participant shall have no right to offset any amount due or claimed to be
due from any of the Avatar Entities. The Company shall be obligated to pay to the Participant any
amount due pursuant to this Section&nbsp;7 regardless of whether the Company has or claims to have any
claim against the Participant, and the Company shall have no right to offset any amount due or
claimed to be due from the Participant or any of its affiliates.


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;In the event that the Participant has failed to repay any amount required pursuant to
Section 7(a) above, the Company shall be entitled to offset such amount against any amounts due
from the Company to the Participant.


<P align="left" style="font-size: 12pt; text-indent: 4%">(e)&nbsp;The foregoing provisions of this Section&nbsp;7 shall not be applicable to any restatement,
after the consummation of a Change in Control (as defined in clauses (a)&nbsp;and (b)&nbsp;of the definition
of &#147;Change in Control&#148; above), of the Company&#146;s financial statements with respect to any fiscal
year (or portion thereof) within the Performance Period.


<P align="left" style="font-size: 12pt">8.&nbsp;TAXES. Any cash payment pursuant to a Cash Award shall be net of any amounts required to be
withheld pursuant to applicable federal, state, local and foreign tax withholding requirements.
The Company shall have the right to withhold the amount of such taxes from any other sums due or to
become due from the Company to the Participant as the Committee shall prescribe.


<P align="left" style="font-size: 12pt">9.&nbsp;NO RIGHT TO CONTINUED EMPLOYMENT. This Agreement does not confer upon the Participant any right
to continued employment by any of the Avatar Entities, nor shall it interfere in any way with the
right of the Participant&#146;s employer to terminate the Participant&#146;s employment at any time for any
reason or no reason.


<P align="left" style="font-size: 12pt">10.&nbsp;NO OBLIGATION TO PURSUE PROJECTS. This Agreement shall in no way obligate the Company to
pursue any projects, developments or sales of any assets, and the Company may limit, abandon or
change any projects, developments or sales of any assets at any time in its sole discretion and the
Company shall have no obligation to take any action or provide any financing with respect to any
projects, developments or sales of any assets.


<P align="left" style="font-size: 12pt">11.&nbsp;UNSECURED CREDITOR STATUS; NO PARTNERSHIP. The Participant shall rely solely upon the
unsecured promise of the Company, as set forth herein, for payment hereunder, and nothing herein
contained shall be construed to give to or vest in the Participant or any other person now or at
any time in the future, any right, title, interest, or claim in or to any specific asset, fund,
reserve, account, insurance or annuity policy or contract, or other property of any kind whatsoever
owned by the Company, or in which the Company may have any right, title, or interest, nor at any
time in the future. This Agreement is an agreement to pay compensation for services provided by
the Participant and is not a partnership or joint venture and is not intended to create a
partnership or joint venture between the Company and the Participant or any other person. The
Participant shall take no position inconsistent with this characterization.


<P align="left" style="font-size: 12pt">12.&nbsp;ASSIGNMENT; SUCCESSORS.


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;The Cash Awards and any interest of the Participant in any such awards may not be sold,
assigned, transferred, pledged, hypothecated or otherwise disposed of. Any attempt to transfer any
such Cash Awards in contravention of this Section 12(a) is void <U>ab initio</U>. The Cash Awards
shall not be subject to execution, attachment or other process.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;The Company&#146;s rights and obligations hereunder may be assigned or transferred by the
Company to and may be assumed by and become binding upon and may inure to the benefit of any
affiliate of or successor to the Company. The term &#147;successor&#148; shall mean, with respect to any
Avatar Entity, any other corporation or other business entity which, by merger, consolidation,
purchase of assets, or otherwise, acquires all or a material part of the assets of such Avatar
Entity.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;In the event of the Participant&#146;s death, the Participant&#146;s rights and obligations
hereunder shall be binding upon and inure to the benefit of the Participant&#146;s heirs and legal
representatives.


<P align="left" style="font-size: 12pt">13.&nbsp;CONSTRUCTION. The Plans and this Agreement will be construed by and administered under the
supervision of the applicable Committee in such Committee&#146;s sole and absolute discretion, and all
determinations of such Committee will be final and binding on the Participant.


<P align="left" style="font-size: 12pt">14.&nbsp;NOTICES. Any notice required or permitted under this Agreement shall be deemed given when
delivered personally, or when deposited in a United States Post Office, postage prepaid, addressed,
as appropriate, (i)&nbsp;to the Participant at the last address specified in the Participant&#146;s
employment records, or such other address as the Participant may designate in writing to the
Company, or (ii)&nbsp;to the Company, Avatar Holdings Inc., 201 Alhambra Circle, Coral Gables, Florida
33134, Attention: Chief Executive Officer, with a copy to the Company&#146;s Corporate Secretary, or
such other address as the Company may designate in writing to the Participant.


<P align="left" style="font-size: 12pt">15.&nbsp;FAILURE TO ENFORCE NOT A WAIVER. The failure of either party hereto to enforce at any time any
provision of this Agreement shall in no way be construed to be a waiver of such provision or of any
other provision hereof.


<P align="left" style="font-size: 12pt">16.&nbsp;SECTION 409A OF THE CODE. If any payment or entitlement provided to the Participant hereunder
in connection with the Participant&#146;s termination of employment, is determined, in whole or in part,
to constitute &#147;nonqualified deferred compensation&#148; within the meaning of Section&nbsp;409A of the Code
(&#147;<U>Section&nbsp;409A</U>&#148;) and the Participant is a specified employee as defined in Section
409A(a)(2)(B)(i), no part of such payments shall be paid before the day that is six (6)&nbsp;months plus
one (1)&nbsp;day after the date of termination or earlier death (the &#147;<U>New Payment Date</U>&#148;). The
aggregate of any payments that otherwise would have been paid to the Participant during the period
between the date of termination and the New Payment Date shall be paid to the Participant in a lump
sum on such New Payment Date. Thereafter, any payments that remain outstanding as of the day
immediately following the New Payment Date shall be paid without delay over the time period
originally scheduled, in accordance with the terms of this Agreement. A termination of employment
shall not be deemed to have occurred for purposes of any provision of this Agreement providing for
the payment of any amounts or benefits subject to Section&nbsp;409A upon or following a termination of
employment unless such termination is also a &#147;separation from service&#148; within the meaning of
Section&nbsp;409A, and for purposes of any such provision of this Agreement, references to a
&#147;resignation,&#148; &#147;termination,&#148; &#147;terminate,&#148; &#147;termination of employment&#148; or like terms shall mean
separation from service. The parties acknowledge and agree that the interpretation of Section&nbsp;409A
and its application to the terms of this Agreement is uncertain and may be subject to change as
additional guidance and interpretations become available. Anything to the contrary herein
notwithstanding, all benefits or payments provided by the Company to the Participant that would be
deemed to constitute &#147;nonqualified deferred compensation&#148; within the meaning of Section&nbsp;409A are
intended to comply with Section&nbsp;409A. If, however, any such benefit or payment is deemed to not
comply with Section&nbsp;409A, the Company and the Participant agree to renegotiate in good faith any
such benefit or payment (including, without limitation, as to the timing of any severance payments
payable hereof) so that either (i)&nbsp;Section&nbsp;409A will not apply or (ii)&nbsp;compliance with Section&nbsp;409A
will be achieved; provided, however, that any resulting renegotiated terms shall provide to the
Participant the after-tax economic equivalent of what otherwise has been provided to the
Participant pursuant to the terms of this Agreement, and provided further, that any deferral of
payments or other benefits shall be only for such time period as may be required to comply with
Section&nbsp;409A.


<P align="left" style="font-size: 12pt">17.&nbsp;GOVERNING LAW. This Agreement shall be governed by and construed according to the laws of the
State of Delaware, without regard to the conflicts of laws provisions thereof.


<P align="left" style="font-size: 12pt">18.&nbsp;INCORPORATION OF EXECUTIVE PLAN. The Executive Plan is hereby incorporated by reference and
made a part of this Agreement, and this Agreement shall be subject to the terms of the Executive
Plan, as the Executive Plan may be amended from time to time.


<P align="left" style="font-size: 12pt">19.&nbsp;ATTORNEYS&#146; FEES. In the event that either party hereto commences litigation against the other
to enforce such party&#146;s rights hereunder, the prevailing party shall be entitled to recover all
costs, expenses and fees, including reasonable attorneys&#146; fees (including in-house counsel),
paralegals&#146; fees, and legal assistants&#146; fees through all appeals.


<P align="left" style="font-size: 12pt">20.&nbsp;COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall
be an original but all of which together shall represent one and the same agreement.


<P align="left" style="font-size: 12pt">21.&nbsp;MISCELLANEOUS. This Agreement cannot be modified or terminated orally. This Agreement, the
Executive Plan, and the letter agreement dated as of May&nbsp;20, 2005, among the Company, Avatar
Properties and the Participant, contain the entire agreement between the parties relating to the
subject matter hereof. This Agreement supersedes the Original Agreement. The section headings
herein are intended for reference only and shall not affect the interpretation hereof.


<P align="center" style="font-size: 12pt">(signature page follows)



<P align="center" style="font-size: 10pt; display: none; text-indent: 4%">1
<!-- PAGEBREAK -->


<P align="left" style="font-size: 12pt">IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first
written above.

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="15%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="80%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD colspan="3" valign="top" align="left">AVATAR HOLDINGS INC.<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">By:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ Gerald D. Kelfer</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
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</DIV>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Name: Gerald D. Kelfer<BR>
Title: Chief Executive Officer</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="27%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>/s/ Jonathan Fels</U></TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Jonathan Fels</TD>
</TR>

</TABLE>



<P align="center" style="font-size: 10pt; display: none">2


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<TYPE>EX-10.9
<SEQUENCE>10
<FILENAME>exhibit9.htm
<DESCRIPTION>EX-10.9
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<P align="right" style="font-size: 10pt"><FONT style="font-size: 8pt"><B>EXHIBIT 10.9</B></FONT>



<P align="center" style="font-size: 8pt"><FONT style="font-size: 12pt"><B>AMENDED AND RESTATED EMPLOYMENT AGREEMENT</B></FONT>



<P align="left" style="font-size: 12pt; text-indent: 8%">This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (including any schedule or annex hereto, this
&#147;<U>Agreement</U>&#148;), is made as of December&nbsp;22, 2008, by and between Avatar Properties Inc., a
Florida corporation (the &#147;<U>Company</U>&#148;), and Michael F. Levy (the &#147;<U>Employee</U>&#148;), and
amends and restates in its entirety the amended and restated employment agreement dated as of April
15, 2005 between the Company and the Employee and as further amended on September&nbsp;28, 2005 and
December&nbsp;26, 2006 (the &#147;<U>Original Agreement</U>&#148;).


<P align="center" style="font-size: 12pt">W I T N E S S E T H



<P align="left" style="font-size: 12pt; text-indent: 8%">WHEREAS, the Employee is currently employed by the Company;


<P align="left" style="font-size: 12pt; text-indent: 8%">WHEREAS, the Company desires to amend the Original Agreement to comply with Section&nbsp;409A of
the Internal Revenue Code of 1986, as amended (the &#147;<U>Code</U>&#148;) as permitted under the guidance
promulgated thereunder (collectively &#147;<U>Section&nbsp;409A</U>&#148;); and


<P align="left" style="font-size: 12pt; text-indent: 8%">WHEREAS, such Agreement shall supersede the Original Agreement.


<P align="left" style="font-size: 12pt; text-indent: 8%">NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth,
the parties hereto agree as follows:


<P align="left" style="font-size: 12pt; text-indent: 8%">1.&nbsp;<U>Employment and Term</U>. The Company hereby employs the Employee, and the Employee
hereby accepts employment by the Company, in the capacity and upon the terms and conditions set
forth herein. The term of employment under this Agreement shall be for the period commencing as of
January&nbsp;1, 2005 and ending on December&nbsp;31, 2010, unless extended pursuant to Section&nbsp;5(a)(viii) or
earlier terminated as herein provided (the &#147;<U>Term of Employment</U>&#148;; <U>provided</U>, that,
for purposes of Sections&nbsp;4, 6(h) and 8(a) hereof, the Term of Employment shall also include the
period beginning on January&nbsp;1, 2003 and ending on December&nbsp;31, 2004). With respect to any date
referred to herein, the term &#147;<U>Anniversary</U>&#148; shall mean the annual recurrence of such date.


<P align="left" style="font-size: 12pt; text-indent: 8%">2.&nbsp;<U>Duties</U>. During the Term of Employment, the Employee shall serve as the Company&#146;s
Chief Operating Officer and Executive Vice President, and shall perform such duties, functions and
responsibilities as are customarily associated with and incident to the position of Chief Operating
Officer and Executive Vice President and as the Company may, from time to time, require of him,
including, but not limited to, the performance of such functions and duties for the Company, Avatar
Holdings Inc., a Delaware corporation and the parent corporation of the Company (&#147;<U>Avatar</U>&#148;),
or any of their subsidiaries or affiliates (the foregoing entities being referred to herein
collectively as the &#147;<U>Avatar Entities</U>&#148; and each as an &#147;<U>Avatar Entity</U>&#148;) as the
Company may require, subject to the direction of the Company&#146;s Board of Directors. The Employee
shall serve the Company faithfully, conscientiously and to the best of the Employee&#146;s ability and
shall promote the interests and reputation of the Company. Unless prevented by sickness or
disability, the Employee shall devote all of his time, attention, knowledge, energy and skills,
during normal working hours, and at such other times as the Employee&#146;s duties may reasonably
require, to the duties of the Employee&#146;s employment. The principal place of employment of the
Employee shall be the current principal executive offices of the Company and/or such other location
within fifty (50)&nbsp;miles of Company&#146;s current principal place of business as shall be necessary for
the Employee to discharge his duties hereunder. The Employee acknowledges that in the course of
his employment he may be required, from time to time, to travel on behalf of the Company;
<U>provided</U>, <U>however</U>, that the Employee shall not be required to spend more than 25%
of his business time (determined on an annual basis) on overnight travel.


<P align="left" style="font-size: 12pt; text-indent: 8%">3.&nbsp;<U>Compensation and Benefits</U>. As full and complete compensation for the Employee&#146;s
execution and delivery of this Agreement and performance of any services hereunder, the Company
shall pay, grant or provide the Employee, and the Employee agrees to accept, the following
compensation and benefits:


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;<U>Base Salary</U>. Except as provided in Section&nbsp;6(f)(ii) hereof, the Company shall pay
the Employee a base salary (&#147;<U>Base Salary</U>&#148;) at an annual rate of $500,000 payable at such
times and in accordance with the standard payroll practices of the Company. On an annual basis or
at such other times as the Company may determine, the Employee&#146;s Base Salary shall be reviewed, and
in the sole discretion of the Board of Directors of the Company, the Company may increase (but not
decrease) the Employee&#146;s Base Salary.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;<U>Annual Bonus</U>. Except as provided in Section&nbsp;6(f)(ii) hereof, (i)&nbsp;during the Term
of Employment, the Company shall pay the Employee, and the Employee shall accept from the Company
for the Employee&#146;s services, in addition to the Employee&#146;s Base Salary, a calendar year annual cash
bonus of $400,000 (&#147;<U>Annual Bonus</U>&#148;), and (ii)&nbsp;such Annual Bonus shall be payable on the last
business day of the calendar year to which the Annual Bonus relates.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;<U>Employee Benefits</U>. The Company shall afford the Employee the opportunity to
participate during the Term of Employment in any medical, dental, disability insurance, retirement,
savings and any other employee benefits plans or programs (including perquisites) which Avatar
maintains for senior executives of the Avatar Entities. Nothing in this Agreement shall require
any Avatar Entity to establish, maintain or continue any benefit programs already in existence or
hereafter adopted for senior executives of the Avatar Entities, and nothing in this Agreement shall
restrict the right of the Avatar Entities to amend, modify or terminate any such benefit program.


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;<U>Expenses</U>. The Employee shall be entitled to reimbursement or payment of
reasonable business expenses (in accordance with Avatar&#146;s policies for its senior executives, as
the same may be amended from time to time in Avatar&#146;s sole discretion), following the Employee&#146;s
submission of appropriate receipts and/or vouchers to the Company. Notwithstanding anything in
this Agreement to the contrary, expense reimbursements shall be made by the Company no later than
the end of the calendar year following the calendar year in which the expense is incurred.


<P align="left" style="font-size: 12pt; text-indent: 4%">(e)&nbsp;<U>Vacations, Holidays or Temporary Leave</U>. The Employee shall be entitled to take
such amount of vacation per year as is permitted pursuant to and in accordance with the policies of
Avatar for its senior executives (as such policies may be amended from time to time or terminated
in Avatar&#146;s sole discretion), without loss or diminution of compensation. Such vacation shall be
taken at such time or times, and as a whole or in increments, as the Employee shall elect,
consistent with the reasonable needs of the Company&#146;s business. The Employee shall further be
entitled to the number of paid holidays, and leaves for illness or temporary disability in
accordance with the policies of Avatar for its senior executives (as such policies may be amended
from time to time or terminated in Avatar&#146;s sole discretion).


<P align="left" style="font-size: 12pt; text-indent: 8%">4.&nbsp;<U>Non-Competition and Protection of Confidential Information</U>:


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;<U>Restrictive Covenants</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(i)&nbsp;During the Term of Employment and for one year following the Date of Termination, the
Employee shall not directly or indirectly engage, participate, own or make any financial
investments in, or become employed by or render (whether or not for compensation) any consulting,
advisory or other services to or for the benefit of, any person, firm or corporation, that directly
or indirectly, engages primarily in, the development of adult retirement communities and/or active
adult communities; <U>provided</U>, <U>however</U>, that it shall not be a violation of this
Agreement for the Employee (i)&nbsp;to have beneficial ownership of less than 1% of the outstanding
amount of any class of securities of any enterprise (but without otherwise participating in the
activities of such enterprise) if such securities are registered under Section&nbsp;12 of the
Securities Exchange Act of 1934, as amended (the &#147;<U>Exchange Act</U>&#148;) or quoted on an
inter-dealer quotation system or (ii)&nbsp;to have beneficial ownership of less than 20% of the
outstanding amount of any class of securities of any enterprise (but without otherwise
participating in the activities or otherwise having influence or control of such enterprise) if
such securities are not registered under Section&nbsp;12 of the Exchange Act or quoted on an
inter-dealer quotation system.


<P align="left" style="font-size: 12pt; text-indent: 8%">(ii)&nbsp;During the Term of Employment and for one year following the Date of Termination, the
Employee shall not, directly or indirectly, (A)&nbsp;solicit, in competition with the Avatar Entities,
any person who is a customer of any business conducted by any of the Avatar Entities or (B)&nbsp;in any
manner whatsoever induce, or assist others to induce, any supplier or contractor of any of the
Avatar Entities to terminate its association with any such entity or do anything, directly or
indirectly, to interfere with the business relationship between the Avatar Entities and any of
their respective current or prospective suppliers or contractors.


<P align="left" style="font-size: 12pt; text-indent: 8%">(iii)&nbsp;During the Term of Employment and for one year following the Date of Termination, the
Employee shall not, directly or indirectly, solicit or induce any employee of any of the Avatar
Entities to terminate his or her employment for any purpose, including without limitation, in order
to enter into employment with any entity which competes with any business conducted by any of the
Avatar Entities.


<P align="left" style="font-size: 12pt; text-indent: 8%">(iv)&nbsp;The Employee recognizes and acknowledges that certain confidential and proprietary
business and technical information used by the Employee in connection with the conduct of the
business of the Avatar Entities which relates to the business practices, methods, processes or
other confidential or secret aspects of the business of the Avatar Entities, is a valuable, special
and unique asset of the Company, such information collectively being referred to as the
&#147;<U>Confidential Information.</U>&#148; During the Term of Employment and for all time following the
Date of Termination, the Employee shall not, directly or indirectly, furnish or make accessible to
any person, firm, or corporation or other business entity, whether or not he, she, or it competes
with the business of the Company, any Confidential Information without the prior written consent
from the Company.


<P align="left" style="font-size: 12pt; text-indent: 8%">(v)&nbsp;Confidential Information shall not include any information or documents that (A)&nbsp;are or
become publicly available without breach by the Employee of Section&nbsp;4(a)(iv) hereof, (B)&nbsp;the
Employee receives from any third party who, to the best of the Employee&#146;s knowledge upon reasonable
inquiry, is not in breach of an obligation of confidence with any of the Avatar Entities, or (C)&nbsp;is
required to be disclosed by law, statute, governmental or judicial proceeding; <U>provided</U>,
<U>however</U>, that in the event the Employee is requested by any governmental or judicial
authority to disclose any Confidential Information, the Employee shall give the Company and Avatar
prompt notice of such request such that the Company and Avatar may seek a protective order or other
appropriate relief, and in any such proceeding the Employee shall disclose only so much of the
Confidential Information as is required to be disclosed.


<P align="left" style="font-size: 12pt; text-indent: 8%">(vi)&nbsp;Notwithstanding the foregoing, the Employee acknowledges that during the Term of
Employment and for all time following the Date of Termination, the Employee shall not, and shall
not cause or permit any of its affiliates to, use the name &#147;<U>Brookman-Fels</U>&#148; (or any
derivative thereof) except as expressly permitted by those certain License Agreements, each dated
as of December&nbsp;4, 1997, by and between Brookman-Fels Jeff Ian, Inc., as licensor and the companies
listed on <U>Schedule&nbsp;I</U> hereto, each as a licensee, or except as otherwise permitted in
writing by Avatar.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;<U>Geographic Scope</U>. The provisions of this Section&nbsp;4 (other than Sections&nbsp;4(a)(ii),
(iii), (iv), (v), and (vi), which shall be in full force and effect without regard to the
geographic limitations set forth in this Section&nbsp;4(b)) shall be in full force and effect within a
100-mile radius of any site at which any of the Avatar Entities is preparing to develop, has
commenced development of, or has a binding commitment or option to purchase, real estate.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;<U>Remedies</U>. The Employee acknowledges that his services are of a special, unique
and extraordinary character and, his position with the Avatar Entities places him in a substantial
relationship and a position of confidence and trust with specific prospective or existing
customers, suppliers and employees of the Avatar Entities, and that in connection with his services
to the Avatar Entities, the Employee will have access to confidential business or professional
information vital to the businesses of the Avatar Entities. The Employee further acknowledges that
in view of the nature of the business in which the Avatar Entities are engaged, the foregoing
restrictive covenants in this Section&nbsp;4 are reasonable and necessary in order to protect the
legitimate business interests of the Avatar Entities and that violation thereof would result in
irreparable injury to the Avatar Entities. Accordingly, the Employee consents and agrees that if
the Employee violates or threatens to violate any of the provisions of this Section&nbsp;4 the Avatar
Entities would sustain irreparable harm and, therefore, any of the Avatar Entities shall be
entitled to obtain from any court of competent jurisdiction, temporary, preliminary and/or
permanent injunctive relief as well as damages, attorneys&#146; fees and costs, and an equitable
accounting of all earnings, profits and other benefits arising from such violation, which rights
shall be cumulative and in addition to any other rights or remedies in law or equity to which any
of the Avatar Entities may be entitled.


<P align="left" style="font-size: 12pt; text-indent: 8%">5.&nbsp;<U>Termination of Employment</U>:


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;The Employee&#146;s employment with the Company shall terminate upon the occurrence of any of
the following events (the date of each such event, the &#147;<U>Date of Termination</U>&#148;):


<P align="left" style="font-size: 12pt; text-indent: 8%">(i)&nbsp;on December&nbsp;31, 2010 (absent a Change in Control (as defined below) and absent the parties
having entered into a written agreement for the renewal or extension of this Agreement);


<P align="left" style="font-size: 12pt; text-indent: 8%">(ii)&nbsp;the death of the Employee during the Term of Employment;


<P align="left" style="font-size: 12pt; text-indent: 8%">(iii)&nbsp;at any time upon written notice to the Employee from the Company of termination of his
employment due to Disability (as defined below) of the Employee during the Term of Employment;


<P align="left" style="font-size: 12pt; text-indent: 8%">(iv)&nbsp;at any time upon written notice to the Employee from the Company of termination of his
employment for Cause (as defined below);


<P align="left" style="font-size: 12pt; text-indent: 8%">(v)&nbsp;at any time upon written notice to the Employee from the Company of termination of his
employment Without Cause (as defined below);


<P align="left" style="font-size: 12pt; text-indent: 8%">(vi)&nbsp;the resignation by the Employee for Good Reason (as defined below) during the Term of
Employment;


<P align="left" style="font-size: 12pt; text-indent: 8%">(vii)&nbsp;the resignation by the Employee Without Good Reason (as defined below) during the Term
of Employment; or


<P align="left" style="font-size: 12pt; text-indent: 8%">(viii)&nbsp;in the event of a Change in Control (as defined below), on the date (the &#147;<U>Retention
Date</U>&#148;) that is the earlier of (A)&nbsp;the first Anniversary of the Change in Control Date (as
defined below) and (B)&nbsp;June&nbsp;30, 2011; <U>provided</U>, that the Change in Control Date shall be on
or prior to December&nbsp;31, 2010. If the Retention Date shall occur after December&nbsp;31, 2010, the Term
of Employment shall be extended through and until such Retention Date, unless otherwise terminated
in accordance with this Agreement. The period beginning on the Change in Control Date and ending
on the Retention Date is referred to herein as the &#147;<U>Retention Period</U>&#148;.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;For purposes of this Agreement, the &#147;<U>Disability</U>&#148; of the Employee shall mean the
Employee&#146;s inability, because of mental or physical illness or incapacity, whether total or
partial, to perform one or more material functions of the Employee&#146;s employment under this
Agreement with or without reasonable accommodation and which entitles the Employee to receive
benefits under a disability plan or program that is provided to the Employee pursuant to Section
3(c), if any.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;For purposes of this Agreement, the term &#147;<U>Cause</U>&#148; shall mean the Employee&#146;s (i)
conviction or entry of a plea of guilty or <I>nolo contendere</I>, with respect to any felony, in each
case that the Board of Directors of Avatar determines in good faith is or may become materially
harmful to any Avatar Entity (either financially or with respect to such Avatar Entity&#146;s business
reputation), (ii)&nbsp;commission of any act of willful misconduct, gross negligence, fraud or
dishonesty, in each case that the Board of Directors of Avatar determines in good faith is or may
become materially harmful to any Avatar Entity (either financially or with respect to such Avatar
Entity&#146;s business reputation) or (iii)&nbsp;violation of any material term of this Agreement or any
material written policy of the Company or Avatar; <U>provided</U>, that the Company first deliver
written notice of such violation to the Employee and the Employee shall not have cured such
violation within thirty (30)&nbsp;days after receipt of such written notice (the &#147;<U>Cure Period</U>&#148;);
and <U>provided</U> <U>further</U>, that if upon expiration of the Cure Period such violation has
not been cured and the Company determines, in its sole discretion, that the Employee is using his
best efforts to cure such violation and such violation is capable of being cured, the Company shall
provide the Employee, pursuant to a written notice, a reasonable amount of additional time (the
&#147;<U>Extended Cure Period</U>&#148;) to cure such violation but in no event shall such Extended Cure
Period exceed forty-five (45)&nbsp;days from the date on which the initial Cure Period expired.


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;For purposes of this Agreement, &#147;<U>Without Cause</U>&#148; shall mean any reason other than
the reasons described in Sections&nbsp;5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv) and 5(a)(viii) hereof.
The parties expressly agree that a termination of employment Without Cause pursuant to Section
5(a)(v) hereof may be for any reason whatsoever, or for no reason, in the sole discretion of the
Company.


<P align="left" style="font-size: 12pt; text-indent: 4%">(e)&nbsp;For purposes of this Agreement, &#147;<U>Good Reason</U>&#148; shall mean (i)&nbsp;any assignment of
material duties to the Employee other than those contemplated by this Agreement, provided that the
Company shall have thirty (30)&nbsp;days after receipt of written notice by the Employee to cure or (ii)
a material reduction in the rate of compensation, or a material reduction in fringe benefits (other
than a material reduction in fringe benefits generally applicable to senior executives of Avatar)
or any other material failure by the Company to perform its material obligations, provided that the
Company shall have thirty (30)&nbsp;days after receipt of written notice by the Employee to cure.
Employee acknowledges and agrees that a Change in Control (as defined below) may require adjustment
to Employee&#146;s existing duties; <U>however</U>, such adjustment shall not constitute &#147;Good Reason&#148;
provided that such adjusted duties are comparable to Employee&#146;s duties prior to such Change in
Control.


<P align="left" style="font-size: 12pt; text-indent: 4%">(f)&nbsp;For purposes of this Agreement, &#147;<U>Without Good Reason</U>&#148; shall mean any reason other
than that defined in this Agreement as constituting Good Reason.


<P align="left" style="font-size: 12pt; text-indent: 4%">(g)&nbsp;For purposes of this Agreement, &#147;<U>Change in Control</U>&#148; shall mean any of the
following events: (a)&nbsp;a person or entity or group of persons or entities, acting in concert,
becomes the direct or indirect beneficial owner (within the meaning of Rule&nbsp;13d-3 of the Securities
Exchange Act of 1934, as amended) of securities of Avatar representing ninety percent (90%) or more
of the combined voting power of the issued and outstanding common stock of Avatar; (b)&nbsp;the Board of
Directors of Avatar approves any merger, consolidation or like business combination or
reorganization of Avatar, the consummation of which would result in the occurrence of the event
described in clause (a)&nbsp;above, and such transaction shall have been consummated; or (c)&nbsp;Avatar
ceases to be engaged, directly or indirectly, and does not intend to be engaged at any time in the
foreseeable future, in any real estate business. The date on which a Change in Control is
consummated, with respect to clauses (a)&nbsp;and (b), or occurs, with respect to clause (c), is herein
referred to as the &#147;<U>Change in Control Date</U>.&#148;


<P align="left" style="font-size: 12pt; text-indent: 4%">(h)&nbsp;For purposes of this Agreement, &#147;<U>Administrator</U>&#148; and &#147;<U>Retention Account</U>&#148;
shall have the respective meanings ascribed to such terms in the Retention Account Procedures.


<P align="left" style="font-size: 12pt; text-indent: 4%">(i)&nbsp;For purposes of this Agreement, &#147;<U>Retention Account Procedures</U>&#148; shall mean the
procedures set forth in the Annex hereto.


<P align="left" style="font-size: 12pt; text-indent: 8%">6.&nbsp;<U>Payments Upon Termination of Employment</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;<U>Termination upon Expiration of Term of Employment</U>. If the Employee&#146;s employment
hereunder is terminated pursuant to Section&nbsp;5(a)(i), the Company shall pay or provide to the
Employee (i)&nbsp;in a lump sum payment within thirty (30)&nbsp;days following the Date of Termination, all
Base Salary pursuant to Section 3(a) hereof and any vacation pay pursuant to Section 3(e) hereof,
in each case which has been earned but has not been paid as of the Date of Termination, (ii)&nbsp;any
Annual Bonus which has been earned but has not been paid as of the Date of Termination, payable in
a lump sum payment in accordance with Section&nbsp;3(b), and (iii)&nbsp;any benefits to which the Employee
may be entitled under any employee benefits plan or program pursuant to Section 3(c) hereof in
which he is a participant in accordance with the terms of such plan or program up to and including
the Date of Termination.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;<U>Death or Disability</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(i)&nbsp;Subject to Section&nbsp;6(b)(ii) below, if the Employee&#146;s employment hereunder is terminated
due to the Employee&#146;s death or Disability pursuant to Sections&nbsp;5(a)(ii) or (iii)&nbsp;hereof and a
Change in Control Date shall not have occurred prior to such termination, the Company shall pay or
provide to the Employee, his designated beneficiary or to his estate (i)&nbsp;in a lump sum payment
within thirty (30)&nbsp;days following the Date of Termination, all Base Salary pursuant to Section 3(a)
hereof and any vacation pay pursuant to Section 3(e) hereof, in each case which has been earned but
has not been paid as of the Date of Termination, (ii)&nbsp;a prorated Annual Bonus as of the Date of
Termination payable in a lump sum payment in accordance with Section 3(b) and (iii)&nbsp;any benefits to
which the Employee may be entitled under any employee benefits plan or program pursuant to Section
3(c) hereof in which he is a participant in accordance with the terms of such plan or program up to
and including the Date of Termination. Should the Company wish to purchase insurance to cover the
costs associated with the Employee&#146;s termination of employment pursuant to Sections&nbsp;5(a)(ii) or
(iii), the Employee agrees to execute any and all necessary documents necessary to effectuate such
insurance.


<P align="left" style="font-size: 12pt; text-indent: 8%">(ii)&nbsp;If the Employee&#146;s employment hereunder is terminated due to the Employee&#146;s death or
Disability pursuant to Sections&nbsp;5(a)(ii) or (iii)&nbsp;hereof and a Change in Control Date shall have
occurred prior to such termination, (A)&nbsp;the Administrator shall disburse within thirty (30)&nbsp;days
following the Date of Termination in a lump sum payment to the Employee, his designated beneficiary
or to his estate a pro rata portion of the Retention Amount as of the Date of Termination equal to
the Retention Amount multiplied by a fraction (x)&nbsp;the numerator of which is the number of days
elapsed in the Retention Period as of the Date of Termination and (y)&nbsp;the denominator of which is
the total number of days in the Retention Period and (B)&nbsp;the remaining balance of the Retention
Amount shall be disbursed by the Administrator as a donation to one or more charitable,
not-for-profit organizations designated by the Board of Directors of Avatar, in its sole
discretion, in each case subject to and in accordance with the Retention Account Procedures.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;<U>Termination for Cause or Resignation Without Good Reason</U>. If the Employee&#146;s
employment hereunder is terminated pursuant to Section&nbsp;5(a)(iv) or Section&nbsp;5(a)(vii), the Company
shall pay or provide to the Employee (i)&nbsp;in a lump sum payment within thirty (30)&nbsp;days following
the Date of Termination, all Base Salary pursuant to Section 3(a) hereof and any vacation pay
pursuant to Section 3(e) hereof, in each case which has been earned but has not been paid as of the
Date of Termination and (ii)&nbsp;any benefits to which the Employee may be entitled under any employee
benefits plan or program pursuant to Section 3(c) hereof in which he is a participant in accordance
with the terms of such plan or program up to and including the Date of Termination, in each case
subject to set-off, counterclaim, recoupment, defense or any other claim, right or cause of action
which the Company may have against the Employee or others. Notwithstanding the foregoing, if a
Change in Control Date has occurred and the Employee&#146;s employment hereunder is terminated pursuant
to Section&nbsp;5(a)(iv) or Section&nbsp;5(a)(vii) during the Retention Period, Employee shall not be
entitled to receive any portion of the Retention Amount and the entire balance of the Retention
Amount shall be disbursed by the Administrator as a donation to one or more charitable,
not-for-profit organizations designated by the Board of Directors of Avatar, in its sole
discretion, subject to and in accordance with the Retention Account Procedures.


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;<U>Termination Without Cause or Resignation For Good Reason</U>. If the Employee&#146;s
employment hereunder is terminated by the Company Without Cause pursuant to Section&nbsp;5(a)(v), or due
to the Employee&#146;s resignation for Good Reason pursuant to Section&nbsp;5(a)(vi), then:


<P align="left" style="font-size: 12pt; text-indent: 8%">(i)&nbsp;The Company shall continue to pay the Employee his full Base Salary and Annual Bonus in
accordance with normal payroll practices and without interest through the earlier of (A)&nbsp;December
31, 2010 and (B)&nbsp;the second Anniversary of the Date of Termination, at the rate in effect at the
time notice of the termination of the Employee&#146;s employment is given in accordance with Section
5(a)(v) or Section&nbsp;5(a)(vi) hereof, as the case may be, with each payment due during such period
hereby designated a &#147;separate payment&#148; for purposes of Section&nbsp;409A; <U>provided</U>,
<U>however</U>, that if a Change of Control Date shall have occurred prior to Employee&#146;s
termination Without Cause or resignation for Good Reason, the Administrator shall disburse the
Retention Amount (as defined in Section 6(f) hereof) to the Employee in a lump sum payment within
thirty (30)&nbsp;days following the Date of Termination, subject to and in accordance with the Retention
Account Procedures; and


<P align="left" style="font-size: 12pt; text-indent: 8%">(ii)&nbsp;The Employee shall be entitled to participate in all employee benefit plans and programs
to the extent applicable to other senior executives of Avatar and the Company (provided that the
Employee&#146;s continued participation is permissible under the general terms and provisions of such
plans and programs) through the earlier of (A)&nbsp;December&nbsp;31, 2010 and (B)&nbsp;the second Anniversary of
the Date of Termination; <U>provided</U>, <U>however</U>, that if a Change of Control shall have
been consummated prior to Employee&#146;s termination Without Cause or resignation for Good Reason, the
Employee shall be entitled to participate in such benefit plans and programs through the Retention
Date. In the event that the Employee&#146;s participation in any such plan or program is not permitted,
the Employee shall be entitled to receive an amount equal to the annual contributions, payments,
credits or allocations made by the Company to the Employee&#146;s account or on the Employee&#146;s behalf
under such plans and programs.


<P align="left" style="font-size: 12pt; text-indent: 4%">(e)&nbsp;<U>Duty to Seek Other Employment</U>. If the Employee&#146;s employment hereunder is
terminated by the Company Without Cause pursuant to Section&nbsp;5(a)(v), or due to the Employee&#146;s
resignation for Good Reason pursuant to Section&nbsp;5(a)(vi), the Employee agrees, during the entire
period of time that the Employee is entitled to receive any benefits pursuant to Section 6(d)
above, to make known the Employee&#146;s availability for employment involving services of a nature
substantially similar and of a comparable stature to those performed by the Employee on behalf of
the Company in a manner customary for executives holding positions substantially similar and of a
comparable stature to the Employee&#146;s position with the Company; <U>provided</U>, <U>however</U>,
that, subject to Section&nbsp;4 hereof, the Employee shall only be obligated to accept such employment
if the principal office where the Employee will be employed is located within a fifty (50)&nbsp;mile
radius of Coral Gables, Florida. The Employee agrees to keep the Chairman of the Board of Avatar
(or his designee) apprised of the Employee&#146;s employment status during such period and, if
requested, the Employee will provide appropriate supporting documentation with respect to the
salary, bonuses or other compensation earned by and benefits made available to the Employee in
respect of such employment. In the event the Employee secures employment as described in this
Section&nbsp;6(e), the Company shall be entitled to (i)&nbsp;deduct from the amounts payable to the Employee
pursuant to Sections&nbsp;6(d)(i) and 6(d)(ii) above (excluding any accrued but unpaid Annual Bonus
through the Date of Termination) any salary, bonuses or other compensation paid to the Employee in
connection with such employment and (ii)&nbsp;terminate the Employee&#146;s participation in (and shall not
be required to pay the Employee any sums in respect of) any employee benefit plans and programs
described in Section&nbsp;6(d)(ii) that are substantially similar to any employee benefit plans and
programs in which the Employee participates in connection with such new or existing employment.
The Employee agrees promptly to repay to the Company any amounts paid to the Employee by the
Company pursuant to Sections&nbsp;6(d)(i) and 6(d)(ii) which the Company was entitled to deduct from
such amounts pursuant to this Section&nbsp;6(e).


<P align="left" style="font-size: 12pt; text-indent: 4%">(f)&nbsp;<U>Change in Control; Termination Upon the Retention Date</U>. In the event of a Change
in Control during the Term of Employment:


<P align="left" style="font-size: 12pt; text-indent: 8%">(i)&nbsp;The Company shall pay or provide to the Employee (i)&nbsp;in a lump sum payment within thirty
(30)&nbsp;days following the Date of Termination, all Base Salary pursuant to Section 3(a) hereof and
any vacation pay pursuant to Section 3(e) hereof, in each case which has been earned but has not
been paid as of the Date of Termination, (ii)&nbsp;any prorated Annual Bonus which has been earned but
has not been paid as of the Date of Termination, payable in a lump sum payment in accordance with
Section&nbsp;3(b), and (iii)&nbsp;any benefits to which the Employee may be entitled under any employee
benefits plan or program pursuant to Section 3(c) hereof in which he is a participant in accordance
with the terms of such plan or program up to and including the Change in Control Date.


<P align="left" style="font-size: 12pt; text-indent: 8%">(ii)&nbsp;Base Salary and Annual Bonus payments otherwise payable to the Employee during the
Retention Period pursuant to Sections 3(a) and 3(b) hereunder, respectively, shall be subject to
the Retention Account Procedures and the conditions set forth in this Section&nbsp;6(f)(ii). On the
Change in Control Date, the Employee shall cease to receive Base Salary and Annual Bonus payments,
and the Company shall deposit into the Retention Account an amount (the &#147;<U>Retention Amount</U>&#148;)
equal to (A)&nbsp;$1,800,000, if the Change in Control Date shall occur before June&nbsp;30, 2010 or (B)&nbsp;if
the Change in Control Date shall occur on or after June&nbsp;30, 2010, the product of $1,800,000
multiplied by a fraction (x)&nbsp;the numerator of which is the number of days after the Change in
Control Date through and including the Retention Date and (y)&nbsp;the denominator of which is 365. If
the Employee&#146;s employment has not been otherwise terminated in accordance with this Agreement
(except pursuant to Sections&nbsp;5(a)(v) or 5(a)(vi)) and the Employee is continuously employed by the
Company through the Retention Period such that the Employee&#146;s employment terminates upon the
Retention Date pursuant to Section&nbsp;5(a)(viii) hereof, the Administrator shall distribute the
Retention Amount to the Employee in a lump sum payment within thirty (30)&nbsp;days following the
Retention Date, subject to and in accordance with the Retention Account Procedures.


<P align="left" style="font-size: 12pt; text-indent: 8%">(iii)&nbsp;If the Employee becomes entitled to any payment, benefit or distribution (or combination
thereof) by the Company or any other Avatar Entity, whether paid or payable pursuant to this
Agreement or any other plan, arrangement, or agreement with the Company or any other Avatar Entity
(the &#147;<U>Payments</U>&#148;), which are or become subject to the excise tax imposed by Section&nbsp;4999 of
the Code, or any interest or penalties are incurred by the Employee with respect to such excise tax
(such excise tax, together with any such interest and penalties, hereinafter collectively referred
to as the &#147;<U>Excise Tax</U>&#148;), the Payments shall be reduced by an amount not to exceed $250,000
until no portion of such Payments would be subject to Excise Tax. The reduction of the Payments, if
applicable, shall be made by reducing the cash portion of the Payments under the following sections
in the following order: (A)&nbsp;Section&nbsp;6(f)(ii), and (B)&nbsp;Section&nbsp;6(d). Notwithstanding the foregoing,
if the reduction in the Payments required so that no portion of the Payments are subject to the
Excise Tax would be greater than $250,000, then the Employee in his sole discretion may elect
whether or not to reduce the Payments to avoid the Excise Tax. In such case, if the Employee
elects not to reduce the Payments then the Employee shall be responsible for the payment of the
Excise Tax.


<P align="left" style="font-size: 12pt; text-indent: 4%">(g)&nbsp;<U>No Other Payments</U>. Except as provided in this Section&nbsp;6 and except as may
otherwise be provided pursuant to any written incentive award agreement between the Employee and
any Avatar Entity, the Employee shall not be entitled to receive any other payments or benefits
from the Company due to the termination of his employment, including but not limited to, any
employee benefits under any of the Company&#146;s or Avatar&#146;s employee benefits plans or programs (other
than at the Employee&#146;s expense under the Consolidated Omnibus Budget Reconciliation Act of 1985 or
pursuant to the terms of any pension plan which the Company or Avatar may have in effect from time
to time) or any right to be paid severance pay. If the Employee is entitled to any notice or
payment in lieu of any notice of termination required by Federal, State or local law, including but
not limited to the Worker Adjustment and Retraining Notification Act, the Company&#146;s obligation to
make payments pursuant to Section 6(d) shall be reduced by the amount of any such payment in lieu
of notice.


<P align="left" style="font-size: 12pt; text-indent: 4%">(h)&nbsp;<U>Conditions to Payments upon Termination of Employment</U>. Notwithstanding anything
to the contrary contained in this Agreement, all payments and benefits to the Employee provided
pursuant to this Section&nbsp;6 shall be subject to the Employee&#146;s compliance with Section&nbsp;4.


<P align="left" style="font-size: 12pt; text-indent: 8%">7.&nbsp;<U>Employment after the Employment Term</U>. No later than January&nbsp;2, 2009, the Company
shall enter into negotiations, in good faith, with the Employee regarding the continued employment
of the Employee with the Company after the Term of Employment; provided that if the Employee and
the Company shall fail to enter into a new agreement prior to the expiration of the Term of
Employment, the Employee&#146;s employment shall terminate in accordance with Section&nbsp;5(a)(i) hereof.


<P align="left" style="font-size: 12pt; text-indent: 8%">8.&nbsp;<U>No Conflicting Agreements; Indemnification</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;The Employee hereby represents and warrants that he is not a party to any agreement, or
non-competition or other covenant or restriction contained in any agreement, commitment,
arrangement or understanding (whether oral or written), which would in any way conflict with or
limit his ability to commence work on the first day of the Term of Employment or would otherwise
limit his ability to perform all responsibilities in accordance with the terms and subject to the
conditions of this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;The Employee agrees that the compensation provided in Section&nbsp;3 represents the sole
compensation to be paid to the Employee in respect of the services performed or to be performed for
the Avatar Entities by the Employee (other than any incentive compensation paid or to be paid to
the Employee pursuant to any written incentive award agreement between the Employee and any Avatar
Entity). The Employee further agrees that should there be a determination that for federal, state,
local and/or other tax purposes, the Employee&#146;s compensation for services performed for any of the
Avatar Entities is greater than the amounts payable hereunder, the Employee will indemnify and hold
harmless the Avatar Entities against any and all liabilities, losses, and expenses including, but
not limited to, any additional taxes, penalties and interest, and attorneys&#146; and accountants&#146; fees
arising out of, resulting from or relating to such determination.


<P align="left" style="font-size: 12pt; text-indent: 8%">9.&nbsp;<U>Section&nbsp;409A of the Code</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;If any payment, compensation or other benefit provided to the Employee in connection with
his employment termination is determined, in whole or in part, to constitute &#147;nonqualified deferred
compensation&#148; within the meaning of Section&nbsp;409A and the Employee is a specified employee as
defined in Section&nbsp;409A(a)(2)(B)(i), no part of such payments shall be paid before the day that is
six (6)&nbsp;months plus one (1)&nbsp;day after the date of termination or earlier death (the &#147;<U>New
Payment Date</U>&#148;). The aggregate of any payments that otherwise would have been paid to the
Employee during the period between the date of termination and the New Payment Date shall be paid
to the Employee in a lump sum on such New Payment Date. Thereafter, any payments that remain
outstanding as of the day immediately following the New Payment Date shall be paid without delay
over the time period originally scheduled, in accordance with the terms of this Agreement.
Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any
ongoing welfare benefits to the Employee that would not be required to be delayed if the premiums
therefor were paid by the Employee, the Employee shall pay the full cost of premiums for such
welfare benefits during the six-month period and the Company shall pay the Employee an amount equal
to the amount of such premiums paid by the Employee during such six-month period promptly after its
conclusion. A termination of employment shall not be deemed to have occurred for purposes of any
provision of this Agreement providing for the payment of any amounts or benefits subject to Section
409A upon or following a termination of employment unless such termination is also a &#147;separation
from service&#148; within the meaning of Section&nbsp;409A, and for purposes of any such provision of this
Agreement, references to a &#147;resignation,&#148; &#147;termination,&#148; &#147;terminate,&#148; &#147;termination of employment&#148;
or like terms shall mean separation from service.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;All reimbursements for costs and expenses under this Agreement shall be paid in no event
later than the end of the calendar year following the calendar year in which the Employee incurs
such expense. With regard to any provision herein that provides for reimbursement of costs and
expenses or in-kind benefits, except as permitted by Section&nbsp;409A, (i)&nbsp;the right to reimbursement
or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and
(ii)&nbsp;the amount of expenses eligible for reimbursements or in-kind benefits provided during any
taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be
provided in any other taxable year, provided, however, that the foregoing clause (ii)&nbsp;shall not be
violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the
Code solely because such expenses are subject to a limit related to the period the arrangement is
in effect.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;The parties acknowledge and agree that the interpretation of Section&nbsp;409A and its
application to the terms of this Agreement is uncertain and may be subject to change as additional
guidance and interpretations become available. Anything to the contrary herein notwithstanding,
all benefits or payments provided by the Company to the Employee that would be deemed to constitute
&#147;nonqualified deferred compensation&#148; within the meaning of Section&nbsp;409A are intended to comply with
Section&nbsp;409A. If, however, any such benefit or payment is deemed to not comply with Section&nbsp;409A,
the Company and the Employee agree to renegotiate in good faith any such benefit or payment
(including, without limitation, as to the timing of any severance payments payable hereof) so that
either (i)&nbsp;Section&nbsp;409A will not apply or (ii)&nbsp;compliance with Section&nbsp;409A will be achieved;
<U>provided</U>, <U>however</U>, that any resulting renegotiated terms shall provide to the
Employee the after-tax economic equivalent of what otherwise has been provided to the Employee
pursuant to the terms of this Agreement, and <U>provided</U> <U>further</U>, that any deferral of
payments or other benefits shall be only for such time period as may be required to comply with
Section&nbsp;409A.


<P align="left" style="font-size: 12pt; text-indent: 8%">10.&nbsp;<U>Deductions and Withholding</U>. The Employee agrees that the Company shall withhold
from any and all compensation required to be paid to the Employee pursuant to this Agreement all
federal, state, local and/or other taxes which the Company determines are required to be withheld
in accordance with applicable statutes and/or regulations from time to time in effect and all
amounts required to be deducted in respect of the Employee&#146;s coverage under applicable employee
benefit plans.


<P align="left" style="font-size: 12pt; text-indent: 8%">11.&nbsp;<U>Entire Agreement</U>. This Agreement, the letter agreement dated as of May&nbsp;20, 2005,
among the Company, Avatar and the Employee, and for purposes of the definition of &#147;Retention
Amount,&#148; the 2008-2010 Earnings Participation Award Agreement, dated as of April&nbsp;15, 2005, between
Avatar and the Employee, embody the entire agreement of the parties with respect to the Employee&#146;s
employment and supersedes any other prior oral or written agreements between the Employee and any
Avatar Entity (including the Original Agreement). This Agreement may not be modified or terminated
orally but only by an agreement in writing signed by the parties hereto.


<P align="left" style="font-size: 12pt; text-indent: 8%">12.&nbsp;<U>Waiver</U>. The waiver by the Company of a breach of any provision of this Agreement
by the Employee shall not operate or be construed as a waiver of any subsequent breach by the
Employee. The waiver by the Employee of a breach of any provision of this Agreement by the Company
shall not operate or be construed as a waiver of any subsequent breach by the Company.


<P align="left" style="font-size: 12pt; text-indent: 8%">13.&nbsp;<U>Governing Law</U>. This Agreement shall be subject to, and governed by, the laws of
the State of Florida applicable to contracts made and to be performed in the State of Florida,
regardless of where the Employee is in fact required to work.


<P align="left" style="font-size: 12pt; text-indent: 8%">14.&nbsp;<U>Jurisdiction</U>. Any legal suit, action or proceeding against any party hereto
arising out of or relating to this Agreement (including the Retention Account Procedures) shall be
instituted in a federal or state court in Dade County or Broward County in the State of Florida and
each party hereto waives any objection which it may now or hereafter have to the laying of venue of
any such suit, action or proceeding and each party hereto irrevocably submits to the jurisdiction
of any such court in any suit, action or proceeding.


<P align="left" style="font-size: 12pt; text-indent: 8%">15.&nbsp;<U>Assignability</U>. The obligations of the Employee may not be delegated and, except
as expressly provided in Section 6(b) relating to the designation of beneficiaries, the Employee
may not, without the Company&#146;s written consent thereto, assign, transfer, convey, pledge, encumber,
hypothecate or otherwise dispose of this Agreement or any interest therein. Any such attempted
delegation or disposition shall be null and void and without effect. The Company and the Employee
agree that this Agreement and all of the Company&#146;s rights and obligations hereunder may be assigned
or transferred by the Company to, and may be assumed by and become binding upon and may inure to
the benefit of, any Avatar Entity or successor thereof. The term &#147;<U>successor</U>&#148; shall mean,
with respect to any Avatar Entity, and any other corporation or other business entity which, by
merger, consolidation, purchase of the assets, or otherwise, acquires all or a material part of the
assets of such Avatar Entity. Except as expressly provided in Section 6(f) hereof, any assignment
by the Company of its rights and obligations hereunder to any affiliate of or successor shall not
be considered a termination of employment for purposes of this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 8%">16.&nbsp;<U>Severability</U>. If any provision of this Agreement as applied to either party or to
any circumstances shall be adjudged by a court of competent jurisdiction to be void or
unenforceable, the same shall in no way affect any other provision of this Agreement or the
validity or enforceability of this Agreement. If any court construes any of the provisions of
Section&nbsp;4 hereof, or any part thereof, to be unreasonable because of the duration of such provision
or the geographic or other scope thereof, such court may reduce the duration or restrict the
geographic or other scope of such provision and enforce such provision as so reduced or restricted.


<P align="left" style="font-size: 12pt; text-indent: 8%">17.&nbsp;<U>Notices</U>. All notices to the Employee hereunder shall be in writing and shall be
delivered personally or sent by registered or certified mail, return receipt requested, to:


<P align="left" style="font-size: 12pt; text-indent: 13%">Michael F. Levy


<P align="left" style="font-size: 12pt; text-indent: 13%">c/o Avatar Properties Inc.


<P align="left" style="font-size: 12pt; text-indent: 13%">12th Floor


<P align="left" style="font-size: 12pt; text-indent: 13%">201 Alhambra Circle


<P align="left" style="font-size: 12pt; text-indent: 13%">Coral Gables, Florida 33134


<P align="left" style="font-size: 12pt; text-indent: 13%">with a copy to:


<P align="left" style="font-size: 12pt; text-indent: 13%">Kluger, Peretz, Kaplan &#038; Berlin, P.L.


<P align="left" style="font-size: 12pt; text-indent: 13%">201 South Biscayne Blvd.


<P align="left" style="font-size: 12pt; text-indent: 13%">Suite&nbsp;1700


<P align="left" style="font-size: 12pt; text-indent: 13%">Miami, FL 33131


<P align="left" style="font-size: 12pt; text-indent: 13%">Attention: Eliot Abbott, Esq.


<P align="left" style="font-size: 12pt; text-indent: 13%">Facsimile: (305)&nbsp;379-3428


<P align="left" style="font-size: 12pt">All notices to the Company hereunder shall be in writing and shall be delivered personally or sent
by registered or certified mail, return receipt requested, to:


<P align="left" style="font-size: 12pt; text-indent: 13%">Avatar Properties Inc.


<P align="left" style="font-size: 12pt; text-indent: 13%">12th Floor


<P align="left" style="font-size: 12pt; text-indent: 13%">201 Alhambra Circle


<P align="left" style="font-size: 12pt; text-indent: 13%">Coral Gables, Florida 33134


<P align="left" style="font-size: 12pt; text-indent: 13%">Attention: Chairman of the Board


<P align="left" style="font-size: 12pt; text-indent: 13%">Facsimile: (305)&nbsp;441-7876


<P align="left" style="font-size: 12pt; text-indent: 13%">with a copy to:


<P align="left" style="font-size: 12pt; text-indent: 13%">Avatar Properties Inc.


<P align="left" style="font-size: 12pt; text-indent: 13%">201 Alhambra Circle


<P align="left" style="font-size: 12pt; text-indent: 13%">12th Floor


<P align="left" style="font-size: 12pt; text-indent: 13%">Coral Gables, Florida 33134


<P align="left" style="font-size: 12pt; text-indent: 13%">Attention: General Counsel


<P align="left" style="font-size: 12pt; text-indent: 13%">Facsimile: (305)&nbsp;441-9927


<P align="left" style="font-size: 12pt; text-indent: 13%">with a copy to:


<P align="left" style="font-size: 12pt; text-indent: 13%">Avatar Holdings Inc.


<P align="left" style="font-size: 12pt; text-indent: 13%">201 Alhambra Circle


<P align="left" style="font-size: 12pt; text-indent: 13%">12th Floor


<P align="left" style="font-size: 12pt; text-indent: 13%">Coral Gables, Florida 33134


<P align="left" style="font-size: 12pt; text-indent: 13%">Attention: Chairman of the Board


<P align="left" style="font-size: 12pt; text-indent: 13%">Facsimile: (305)&nbsp;448-7876


<P align="left" style="font-size: 12pt; text-indent: 13%">and with a copy to:


<P align="left" style="font-size: 12pt; text-indent: 13%">Weil, Gotshal &#038; Manges LLP


<P align="left" style="font-size: 12pt; text-indent: 13%">767 Fifth Avenue


<P align="left" style="font-size: 12pt; text-indent: 13%">New York, New York 10153


<P align="left" style="font-size: 12pt; text-indent: 13%">Attention: R. Todd Lang, Esq.


<P align="left" style="font-size: 12pt; text-indent: 13%">Facsimile: (212)&nbsp;310-8007


<P align="left" style="font-size: 12pt">Either party may change the address to which notices shall be sent by sending written notice of
such change of address to the other party.


<P align="left" style="font-size: 12pt; text-indent: 8%">18.&nbsp;<U>Separate Independent Agreements</U>. Notwithstanding anything to the contrary
contained in this Agreement, the terms of this Agreement shall not amend, supersede or alter in any
way the terms of any other written agreement (other than the letter agreement, dated as of the date
hereof, among Avatar, the Company and the Employee) between the Employee, on the one hand, and the
Company or Avatar, on the other hand, except as expressly set forth in such other agreement.


<P align="left" style="font-size: 12pt; text-indent: 8%">19.&nbsp;<U>Section&nbsp;Headings</U>. The section headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or interpretation of this
Agreement.


<P align="left" style="font-size: 12pt; text-indent: 8%">20.&nbsp;<U>Counterparts</U>. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which taken together shall constitute one and
the same instrument.


<P align="left" style="font-size: 12pt; text-indent: 8%">21.&nbsp;<U>Attorneys&#146; Fees</U>. In the event that either party hereto commences litigation
against the other to enforce such party&#146;s rights hereunder, the prevailing party shall be entitled
to recover all costs, expenses and fees, including reasonable attorneys&#146; fees (including in-house
counsel), paralegals&#146; fees, and legal assistants&#146; fees through all appeals.


<P align="left" style="font-size: 12pt; text-indent: 8%">22.&nbsp;<U>Neutral Construction</U>. Each party to this Agreement was represented by counsel, or
had the opportunity to consult with counsel. No party may rely on any drafts of this Agreement in
any interpretation of the Agreement. Each party to this Agreement has reviewed this Agreement and
has participated in its drafting and, accordingly, no party shall attempt to invoke the normal rule
of construction to the effect that ambiguities are to be resolved against the drafting party in any
interpretation of this Agreement.


<P align="center" style="font-size: 12pt">(signature page follows)



<P align="center" style="font-size: 10pt; display: none; text-indent: 8%">1
<!-- PAGEBREAK -->


<P align="left" style="font-size: 12pt">IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date
first above written.


<P align="left" style="font-size: 12pt; text-indent: 21%">AVATAR PROPERTIES INC.


<P align="left" style="font-size: 12pt; text-indent: 21%">By:_/s/ Gerald D. Kelfer<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Name: Gerald D. Kelfer<BR>
Title: Chief Executive Officer<BR>



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 21%">/s/ Michael F. Levy


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Michael F. Levy</TD>
</TR>



</TABLE>

<P align="center" style="font-size: 10pt; display: none">2
<!-- PAGEBREAK -->


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 12pt">



</TABLE>


<P align="center" style="font-size: 12pt"><U><B>ANNEX</B></U>



<P align="center" style="font-size: 12pt"><U>Retention Account Procedures</U>



<P align="left" style="font-size: 12pt">Capitalized terms used but not otherwise defined in this Annex shall have the meanings ascribed to
such terms in the Amended and Restated Employment Agreement between Avatar Properties Inc. and
Michael F. Levy, dated as of December&nbsp;22, 2008 (the &#147;<U>Agreement</U>&#148;).


<P align="left" style="font-size: 12pt">In the event of a Change in Control, the Retention Amount to which the Employee may be entitled
pursuant to (i)&nbsp;the Agreement and (ii)&nbsp;the Amended and Restated 2008-2010 Earnings Participation
Award Agreement between the Employee and Avatar, dated as of December&nbsp;22, 2008 (collectively, the
&#147;<U>Applicable Agreements</U>&#148;), are subject to the Retention Account Procedures as further
described in this Annex.


<P align="left" style="font-size: 12pt">1.&nbsp;<U>Administrator</U>. These Retention Account Procedures shall be administered by such person
or entity as is designated by the Board of Directors of Avatar (the &#147;<U>Board</U>&#148;) on or prior to
the Change in Control Date (the &#147;<U>Administrator</U>&#148;); <U>provided</U>, that such Administrator
shall be (i)&nbsp;a member of the Board as of the date of the Agreement who is &#147;independent&#148; as defined
in the listing standards of The NASDAQ Stock Market, Inc. or (ii)&nbsp;a bank, trust company or similar
custodial institution that is free from conflicts of interest with the Avatar Entities and the
Employee.


<P align="left" style="font-size: 12pt">2.&nbsp;<U>Retention Account</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;Upon a Change in Control, the Retention Amount shall be deposited into a separate account
under the exclusive control of the Administrator (the &#147;<U>Retention Account</U>&#148;).


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;Any cash to be deposited into the Retention Account may be held in an interest-bearing
bank account, invested by the Administrator in short-term U.S. government securities or other
short-term investments to be determined by the Administrator in its sole discretion. Any income
derived from such deposits or investments shall be deposited in the Retention Account and shall be
distributed in accordance with these Retention Account Procedures.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;If (i)&nbsp;the Employee is continuously employed by any of the Avatar Entities through the
Retention Period until the Retention Date, then within thirty (30)&nbsp;days following the Retention
Date, the Administrator shall distribute in a lump sum payment the Retention Amount to the
Employee, or (ii)&nbsp;the Employee&#146;s employment is terminated for any reason prior to the Retention
Date, subject to paragraph (d)&nbsp;below, Avatar (or its successor) and the Employee shall notify the
Administrator, in a writing signed by the Employee and Chairman of the Board of Avatar (or its
successor) (the &#147;<U>Joint Notice</U>&#148;), of the agreement between Avatar and the Employee directing
the Administrator to disburse the Retention Amount pursuant to the Applicable Agreements.


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;The Administrator shall have no right to make an independent determination as to the
circumstances in which the Employee&#146;s employment was terminated or as to its duty to disburse
monies or other property from the Retention Account. If, at any time, there shall exist any
dispute between Avatar (or its successor) and the Employee as to the employment status of the
Employee, the circumstances in which such employment was terminated or the holding or disposition
of monies and/or property from the Retention Account, the Administrator may (i)&nbsp;refrain from
disbursing any monies and/or property from the Retention Account until (x)&nbsp;the rights of Avatar
(and any successor) and the Employee (or Employee&#146;s heirs, executors or administrators) with
respect to such monies and/or property shall have been fully and finally adjudicated by a
non-appealable final order, decree or judgment of a court of competent jurisdiction or (y)&nbsp;all such
disputes shall have been resolved and the Administrator shall have received a Joint Notice to that
effect or (ii)&nbsp;deposit the monies and/or property held in the Retention Account in the registry of
a court of competent jurisdiction pending full and final adjudication pursuant to the rules of
procedure governing practice in such court.


<P align="left" style="font-size: 12pt">3.&nbsp;<U>Administration of the Retention Account by the Administrator</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;Prior to the Change in Control Date, the Board shall establish a cash reserve fund in an
amount to be available to the Administrator for any and all of its expenses or costs incurred in
connection with these Retention Account Procedures. All expenses and costs shall be paid out of
the reserve fund, and to the extent that the amount in the reserve fund is insufficient to cover
such expenses and costs, Avatar (or its successor) shall promptly make the requisite payment to
cover such expenses and costs.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;The Administrator shall have the right to engage counsel and otherwise seek advice with
respect to these Retention Account Procedures and the obligations of the Administrator hereunder.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;The Administrator shall have no obligation or liability to the Employee or Avatar (or its
successor) except for acts or omissions not in good faith. Avatar (and its successor) shall
indemnify the Administrator and hold the Administrator harmless against any liability arising out
of these Retention Account Procedures except in the case of acts or omissions not in good faith.


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;Avatar and the Employee agree to execute such agreements, documents or certificates as are
reasonably necessary or advisable in order to effect these Retention Account Procedures.


<P align="center" style="font-size: 10pt; display: none; text-indent: 4%">3
<!-- PAGEBREAK -->

<P align="center" style="font-size: 12pt">SCHEDULE I



<P align="center" style="font-size: 12pt"><U>Existing Brookman-Fels Projects and Licensees</U>



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">1.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Brookman-Fels at Harbor Islands, Inc.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">2.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Brookman-Fels Organization, Inc.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">3.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Brookman-Fels and Associates, Inc.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">4.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Brookman-Fels at Treasure Trove, Inc.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">5.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Brookman-Fels at Country Club Estates, Inc.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">6.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Brookman and Fels at the Sanctuary, Inc.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">7.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Brookman-Fels of South Florida, Inc.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">8.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Brookman-Fels Custom Builders, Inc.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">9.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Brookman-Fels Home and Design, Inc.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">10.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Brookman-Fels Management Corporation</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">11.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Brookman-Fels at Presidential Estates, Inc.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">12.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Brookman-Fels Construction Corp.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">13.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Brookman-Fels Builders, Inc.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">14.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Sunset Point at Silver Lakes, Ltd. (d/b/a</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 12pt; text-indent: 13%">Brookman-Fels &#151; Zuckerman Group)


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">15.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Parkland Communities, Inc. (d/b/a</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 12pt; text-indent: 13%">Brookman-Fels &#151; Zuckerman Group)



<P align="center" style="font-size: 10pt; display: none">4


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<DOCUMENT>
<TYPE>EX-10.10
<SEQUENCE>11
<FILENAME>exhibit10.htm
<DESCRIPTION>EX-10.10
<TEXT>
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<HEAD>
<TITLE> EX-10.10 </TITLE>
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<BODY TEXT="#000000" BGCOLOR="#FFFFFF" ALINK="#0000FF" HLINK="#FF0000" VLINK="#800080">

<BODY style="font-family: 'Times New Roman',Times,serif">


<P align="right" style="font-size: 10pt"><FONT style="font-size: 8pt"><B>EXHIBIT 10.10</B></FONT>



<P align="center" style="font-size: 8pt"><FONT style="font-size: 12pt"><U>AMENDED AND RESTATED 2008-2010 EARNINGS PARTICIPATION AWARD AGREEMENT</U></FONT>



<P align="left" style="font-size: 12pt; text-indent: 4%">This AMENDED AND RESTATED 2008-2010 EARNINGS PARTICIPATION AWARD AGREEMENT, dated December&nbsp;22,
2008 (the &#147;<U>Agreement</U>&#148;), is made by and between Avatar Holdings Inc., a Delaware corporation
(the &#147;<U>Company</U>&#148;) and Michael F. Levy (the &#147;<U>Participant</U>&#148;) and amends and restates in
its entirety the 2008-2010 Earnings Participation Award Agreement, by and between the Company and
the Participant, dated April&nbsp;15, 2005 (the &#147;Original Agreement&#148;).


<P align="left" style="font-size: 12pt; text-indent: 4%">The Company and the Participant wish to provide for certain modifications to the Original
Agreement to comply with Section&nbsp;409A of the Internal Revenue Code of 1986, as amended (the
&#147;<U>Code</U>&#148;) and wish to amend, restate and supersede the Original Agreement, all upon the terms
and conditions set forth herein.


<P align="left" style="font-size: 12pt; text-indent: 4%">The Cash Awards (as defined in the Original Agreement) granted to the Participant pursuant to
the Original Agreement remain in effect as amended and restated in this Agreement.


<P align="left" style="font-size: 12pt">1.&nbsp;AWARD. Pursuant to the provisions of the Avatar Holdings Inc. 2005 Executive Incentive
Compensation Plan, as the same may be amended, restated, modified and supplemented from time to
time (the &#147;<U>Executive Plan</U>&#148;) the Committee (as defined in the Executive Plan) hereby awards
to the Participant, on the date hereof, subject to the terms and conditions of the Executive Plan
and subject further to the terms and conditions and other provisions herein set forth, the Cash
Awards if, as of an applicable Performance Goal Test Date (as defined below), the Performance Goal
(as defined below) applicable to such Cash Award is satisfied.


<P align="left" style="font-size: 12pt">2.&nbsp;CERTAIN DEFINITIONS.


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;Capitalized terms used but not defined herein shall have the meanings assigned to them in
the Plans.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;Each reference contained in this Agreement to:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Anniversary</U>&#148; shall mean, with respect to any date, the annual recurrence of
such date.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Actual Gross Profit Amount</U>&#148; shall mean the Company&#146;s cumulative Gross Profit
during the Performance Period.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Annual Cash Award</U>&#148; shall mean, with respect to each fiscal year during the
Performance Period ending on a Performance Goal Test Date, a cash payment equal to two
percent (2%) of the excess, if any, of (x)&nbsp;the Gross Profit earned by the Company for such
fiscal year, <U>over</U> (y)&nbsp;the Minimum Gross Profit Level for such fiscal year.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Business Plan</U>&#148; shall mean the Company&#146;s business plan for the period
commencing on January&nbsp;1, 2005 and ending on December&nbsp;31, 2010, as submitted to the
Compensation Committee at a meeting held on March&nbsp;3, 2005.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Cash Awards</U>&#148; shall mean, collectively, the Annual Cash Award and the
Cumulative Cash Award, and &#147;<U>Cash Award</U>&#148; shall mean each of the Annual Cash Award
and the Cumulative Cash Award.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Change in Control</U>&#148; shall mean any of the following events: (a)&nbsp;a person or
entity or group of persons or entities, acting in concert, becomes the direct or indirect
beneficial owner (within the meaning of Rule&nbsp;13d-3 of the Securities Exchange Act of 1934,
as amended) of securities of the Company representing ninety percent (90%) or more of the
combined voting power of the issued and outstanding Common Stock; (b)&nbsp;the Board of
Directors of the Company approves any merger, consolidation or like business combination or
reorganization of the Company, the consummation of which would result in the occurrence of
the event described in clause (a)&nbsp;above, and such transaction shall have been consummated;
or (c)&nbsp;the Company ceases to be engaged, directly or indirectly, and does not intend to be
engaged at any time in the foreseeable future, in any real estate business. The date on
which a Change in Control is consummated, with respect to clauses (a)&nbsp;and (b), or occurs,
with respect to clause (c), is herein referred to as the &#147;<U>Change in Control Date</U>.&#148;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Common Stock</U>&#148; shall mean common stock, par value $1.00 per share, of the
Company.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Cumulative Cash Award</U>&#148; shall mean a cash payment equal to one and one-quarter
percent (1.25%) of the excess, if any, of (x)&nbsp;the Actual Gross Profit Amount over (y)&nbsp;the
Target Gross Profit Amount.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Excluded Amounts</U>&#148; shall mean, with respect to a fiscal year of the Company,
as at any date of determination, an amount equal to the dollar amount of any Gross Profit
attributable to Harbor Islands and the Rio Rico Excluded Properties for such fiscal year.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Gross Profit</U>&#148; shall mean, with respect to a fiscal year of the Company, the
excess, if any, of (x)&nbsp;the sum of (i)&nbsp;the amount set forth in the Company&#146;s audited
Consolidated Statements of Operations as set forth in the Company&#146;s annual report on Form
10-K (the &#147;Income Statement&#148;) for such fiscal year with respect to the line item &#147;Net
income (loss)&#148; <U>plus</U> (ii)&nbsp;the amount reflected in the Company&#146;s Income Statement for
such fiscal year as compensation expense relating to the 2008-2010 Earnings Participation
Award Agreements, dated the date hereof, between the Company and each of Gerald Kelfer,
Jonathan Fels and Michael Levy, as amended from time to time, <U>plus</U> (iii)&nbsp;the
amount, if any, set forth in the Company&#146;s Income Statement for such fiscal year with
respect to the line item &#147;Income tax expense (benefit)&#148;, to the extent that there is
&#147;Income tax expense&#148; <U>less</U> (iv)&nbsp;the amount, if any, set forth in the Company&#146;s
Income Statement for such fiscal year with respect to the line item &#147;Income tax expense
(benefit)&#148;, to the extent that there is &#147;Income tax (benefit)&#148; <U>plus</U> (v)&nbsp;the
amount(s), if any, set forth in the Company&#146;s Income Statement for such fiscal year
relating to any income tax expense included in any income or (loss)&nbsp;attributable to the
discontinued operations and/or extraordinary items set forth in the Income Statement
<U>less</U> (vi)&nbsp;the amount(s), if any, set forth in the Company&#146;s Income Statement for
such fiscal year relating to any income tax (benefit)&nbsp;included in any income or (loss)
attributable to such discontinued operations and/or extraordinary items set forth in the
Income Statement <U>plus</U> (vii)&nbsp;for purposes of determining the Annual Cash Award, the
Gross Profit Carry Forward Amount, if any, with respect to the Company&#146;s prior fiscal year,
over (y)&nbsp;the Excluded Amounts for such fiscal year.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Gross Profit Carry Forward Amount</U>&#148; shall mean an amount equal to (x)&nbsp;the
excess of the amount of the Annual Cash Award that would otherwise be payable to the
Participant but for the Annual Cap, over the amount of the Annual Cap, <I>divided by </I>(y)&nbsp;2%;
<U>provided,</U> that in no event shall the Gross Profit Carry Forward Amount exceed
$20,000,000.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Harbor Islands</U>&#148; shall mean the development and/or sale of the Company&#146;s
property in Hollywood, Florida, generally known by the Company as parcels 1, 8 and 9 at
&#147;Harbor Islands.&#148;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Minimum Cumulative Gross Profit Level</U>&#148; shall mean that, as of Performance
Goal Test Date applicable to the Cumulative Cash Award, (x)&nbsp;the Actual Gross Profit Amount
is greater than (y)&nbsp;the Target Gross Profit Amount.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Minimum Gross Profit Level</U>&#148; shall mean the Gross Profit set forth opposite
each fiscal year ending on the dates set forth below:

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="58%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="37%">&nbsp;</TD>
</TR>
<TR style="font-size: 12pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Fiscal Year End</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Gross Profit</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">December&nbsp;31, 2008<BR>
December&nbsp;31, 2009<BR>
December&nbsp;31, 2010
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">$40,000,000<BR>
$50,000,000<BR>
$60,000,000</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Payment Date</U>&#148; shall have the meaning ascribed to such term in Section&nbsp;3(c).



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Performance Goal</U>&#148; shall mean (i)&nbsp;in the case of the Annual Cash Award, the
achievement of the Minimum Gross Profit Level in any fiscal year, ending on December&nbsp;31,
during the Performance Period and (ii)&nbsp;in the case of the Cumulative Cash Award, the
achievement of the Minimum Cumulative Gross Profit Level for the entire Performance Period.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Performance Goal Test Date</U>&#148; shall mean with respect to the Annual Cash Award,
December&nbsp;31 of each year within the Performance Period and with respect to the Cumulative
Cash Award, the earlier of (i)&nbsp;a Change in Control Date and (ii)&nbsp;the Last Day of the
Performance Period.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Performance Period</U>&#148; shall mean the period commencing January&nbsp;1, 2008 and
ending on December&nbsp;31, 2010 (December&nbsp;31, 2010, being the &#147;Last Day of the Performance
Period&#148;).



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Rio Rico Excluded Properties</U>&#148; shall mean those parcels of land not suitable
for development in accordance with the Company&#146;s current Business Plan due to environmental
factors located in the Company&#146;s property in Rio Rico, Arizona, generally known by the
Company as &#147;Rio Rico&#148;.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Target Gross Profit Amount</U>&#148; shall mean $390,000,000.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;For purposes of this Agreement, the terms Administrator, Cause, Without Cause, Good
Reason, Without Good Reason, Disability, Retention Account, Retention Account Procedures and
Retention Date shall have the meanings ascribed to such terms in the Participant&#146;s amended and
restated employment agreement with Avatar Properties Inc. (&#147;<U>Avatar Properties</U>&#148;), dated as
of the date hereof, as amended or restated from time to time; <U>provided</U>, <U>however</U>, if
the Participant is no longer employed pursuant to such employment agreement, each such term shall
have the meaning ascribed to it in the employment agreement last in effect which contains such
defined term.


<P align="left" style="font-size: 12pt">3.&nbsp;TERMS AND CONDITIONS. The Cash Awards evidenced by this Agreement are subject to the following
terms and conditions:


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;The payment of performance-based compensation described herein is contingent upon the
achievement of the Performance Goal applicable to each Cash Award.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;Subject to Section&nbsp;4 hereof (i)&nbsp;the Participant shall be entitled to receive a payment on
the related Payment Date pursuant to the Annual Cash Award if the applicable Performance Goal is
satisfied on the applicable Performance Goal Test Date and (ii)&nbsp;the Participant shall be entitled
to receive the Cumulative Cash Award on the related Payment Date if the applicable Performance Goal
is satisfied on the applicable Performance Goal Test Date.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;The Committee shall determine whether a Performance Goal has been met as of the applicable
Performance Goal Test Date and, (i)&nbsp;if it has, shall so certify in writing and ascertain the amount
of cash to be paid, if any, to the Participant and (ii)&nbsp;if it has not, shall so certify in writing
with a brief explanation as to the methodology and calculation of the Committee in determining that
such Performance Goal has not been met. Payments of cash in a lump sum, if any, pursuant to the
Cash Awards shall be made to the Participant, in each case in the fiscal year following the year
during which the applicable Performance Goal Test Date occurs, within thirty (30)&nbsp;days following
the filing with the Securities and Exchange Commission of an annual report on Form 10-K (which
contains audited financial statements) for such fiscal year but in no event later than April 1st of
the fiscal year following the year during which the applicable Performance Goal Test Date occurs
(each such date being a &#147;<U>Payment Date</U>&#148;).


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;Notwithstanding anything to the contrary contained in this Agreement, in the event a
Change in Control Date occurs during the Performance Period, (i)&nbsp;on the Change in Control Date, the
Company shall deposit into the Retention Account any cash payment pursuant to the Cumulative Cash
Award (and such amount shall be added to the Retention Amount) and, if the Participant&#146;s employment
has not been otherwise terminated by Avatar Properties for Cause or by Participant Without Good
Reason and the Participant is continuously employed by Avatar Properties through the Retention
Period such that the Participant&#146;s employment terminates upon the Retention Date, the Administrator
shall distribute the Retention Amount to the Participant in a lump sum payment within thirty (30)
days following the Retention Date, subject to and in accordance with the Retention Account
Procedures; <U>provided</U>, <U>however</U>, that if the Participant&#146;s employment with Avatar
Properties is terminated due to the Participant&#146;s death or Disability during the Retention Period,
(A)&nbsp;the Administrator shall disburse to the Participant, his designated beneficiary or to his
estate, in a lump sum payment, a pro rata portion of the Retention Amount as of the Date of
Termination equal to the Retention Amount multiplied by a fraction (x)&nbsp;the numerator of which is
the number of days elapsed in the Retention Period as of the Date of Termination and (y)&nbsp;the
denominator of which is the total number of days in the Retention Period and (B)&nbsp;the remaining
balance of the Retention Amount shall be disbursed by the Administrator as a donation to one or
more charitable, not-for-profit organizations designated by the Board of Directors of Avatar, in
its sole discretion, in each case subject to and in accordance with the Retention Account
Procedures, and (ii)&nbsp;the Participant shall be entitled to receive a pro rata portion of the Annual
Cash Award (as of the Change in Control Date) for the fiscal year in which such Change in Control
Date occurs. The Committee shall determine the basis, methodology and calculation for, and any
estimates used in, determining the prorated Actual Gross Profit Amount and prorated Minimum Gross
Profit Level for the portion of the fiscal year preceding the Change in Control Date. The
determination of the Committee as to any such partial award shall be final and binding on all
parties, including the Participant and the Company. Such prorated Annual Cash Award shall be paid
in a lump sum cash payment within thirty (30)&nbsp;days following the Change in Control Date.


<P align="left" style="font-size: 12pt">4.&nbsp;LIMITATIONS ON AWARDS. Notwithstanding anything to the contrary herein:


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;The maximum cash amount that may be paid to the Participant pursuant to the Annual Cash
Award (the &#147;<U>Annual Cap</U>&#148;) shall be $1,600,000 for each fiscal year during the Performance
Period; <U>provided</U>, <U>however</U>, that in the event that the Annual Cash Award is less
than $1,600,000 with respect to either or both of the first two (2)&nbsp;fiscal years of the Performance
Period (the amount by which such Annual Cash Awards are less than $1,600,000, in the aggregate, is
referred to herein as the &#147;<U>Shortfall Amount</U>&#148;), the Annual Cap with respect to the third
fiscal year of the Performance Period shall equal the sum of (x) $1,600,000 plus (y)&nbsp;the Shortfall
Amount; <U>provided</U>, <U>further</U>, that in no event shall the Shortfall Amount exceed
$400,000.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;The maximum cash amount that may be paid to the Participant pursuant to the Cumulative
Cash Award shall be $900,000.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;The maximum payment of cash pursuant to the Cash Awards shall be subject to the
limitations in the Executive Plan and the Participant&#146;s employment agreement with the Company or a
subsidiary or affiliate thereof (the foregoing entities being referred to herein collectively as
the &#147;<U>Avatar Entities</U>&#148; and each as an &#147;<U>Avatar Entity</U>&#148;), each as may be amended,
restated, modified or supplemented from time to time.


<P align="left" style="font-size: 12pt">5.&nbsp;TERMINATION OF EMPLOYMENT.


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;If the Participant&#146;s employment with Avatar Properties is terminated by Avatar Properties
for Cause or by the Participant Without Good Reason, in addition to any other consequences of such
termination provided for in this Agreement or any other agreement, notwithstanding Section&nbsp;3
hereof, Participant shall forfeit any right to cash payments that would otherwise accrue pursuant
to this Agreement on or after the date of such termination.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;If the Participant&#146;s employment with Avatar Properties is terminated by Avatar Properties
Without Cause or by the Participant for Good Reason, the Participant shall be entitled to continue
to receive such cash payments as would otherwise be made pursuant to this Agreement as though the
Participant&#146;s employment had not been terminated.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;If the Participant&#146;s employment with Avatar Properties is terminated due to the
Participant&#146;s death or Disability, subject to Section 3(d) hereof:


<P align="left" style="font-size: 12pt; text-indent: 8%">(i)&nbsp;the Participant shall be entitled to receive in a lump sum only that portion of any cash
payments otherwise payable pursuant to Section 3(c) hereof following such termination in accordance
with Section&nbsp;3(c), equal to the product of (x)&nbsp;a fraction (which in no event shall exceed one (1))
the numerator of which is the number of completed whole months elapsed after the first day of the
Performance Period to the date of death or Disability, as the case may be, and the denominator of
which is the number of whole months from the first day of the Performance Period until the
applicable Performance Goal Test Date and (y)&nbsp;the amount of any cash payments that would have been
payable pursuant to Section 3(c) hereof if the Participant remained an employee of Avatar
Properties through and including the Last Day of the Performance Period; <U>provided</U>,
<U>however</U>, that with respect to cash payments pursuant to the Annual Cash Award, the
Participant shall only be eligible to receive a cash payment for the fiscal year in which the
Participant&#146;s employment was terminated for death or Disability, as the case may be, and the
Participant shall not be eligible for any additional cash payments; and


<P align="left" style="font-size: 12pt; text-indent: 8%">(ii)&nbsp;the Participant will have no right to any other payments hereunder.


<P align="left" style="font-size: 12pt; text-indent: 8%">Any payments to the Participant (or the executor or administrator of the deceased
Participant&#146;s estate or the person or persons to whom the deceased Participant&#146;s rights shall pass
by will or the laws of descent or distribution, as applicable) pursuant to this Section 5(c) shall
be made no later than the relevant Payment Date.


<P align="left" style="font-size: 12pt">6.&nbsp;FORFEITURE UPON BREACH OF RESTRICTIVE COVENANTS. Notwithstanding anything to the contrary set
forth in this Agreement, if the Participant breaches any provision relating to the Participant&#146;s
covenant to keep information confidential, not to compete, not to solicit or similar restrictive
covenant contained in the Participant&#146;s employment agreement or other agreement with any of the
Avatar Entities (after the expiration of any notice and cure period), then in addition to any other
rights or remedies arising from or relating to such breach the Participant shall forfeit any right
to any cash payments pursuant to this Agreement from and after the date of such breach.


<P align="left" style="font-size: 12pt">7.&nbsp;CLAWBACK; ADDITIONAL PAYMENTS; NO OFFSET BY PARTICIPANT; COMPANY OFFSET.


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;In the event that the Company&#146;s financial statements with respect to any fiscal year (or
portion thereof) within the Performance Period are restated within eighteen (18)&nbsp;months following
the payment to the Participant of cash pursuant to a Cash Award such that Gross Profit is less than
previously reported, the Participant shall pay to the Company upon demand by the Company following
the filing of such restated financial statements with the Securities and Exchange Commission, an
amount equal to the sum of (i)&nbsp;the excess of (A)&nbsp;the Excess Bonus Payments (as defined below) over
(B)&nbsp;the hypothetical income tax liability attributable to such Excess Bonus Payments (as determined
by the Committee by applying the highest marginal United States federal, state and local individual
income tax rates applicable to an individual resident of Coral Gables, Florida for the relevant
taxable period, taking into account the deductibility of state and local income taxes for federal
income tax purposes), and (ii)&nbsp;as determined by the Committee, the present value of any tax
benefits accruing to the Participant as a result of making any payments pursuant to this Section
7(a) to the Company. For purposes of the preceding sentence, &#147;<U>Excess Bonus Payments</U>&#148; shall
mean an amount equal to the difference between (x)&nbsp;the amount of the cash payment pursuant to the
Cash Award paid to the Participant and (y)&nbsp;the amount that cash payment pursuant to the Cash Award
would have been if the Company had used the restated financial statements to determine the amount
of the Company&#146;s Gross Profit for the Performance Goal Test Date.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;In the event that the Company&#146;s financial statements with respect to any fiscal year (or
portion thereof) within the Performance Period are restated within eighteen (18)&nbsp;months following
the payment to the Participant of cash pursuant to a Cash Award such that Gross Profit is greater
than previously reported, the Company shall pay in a lump sum cash payment to the Participant
within thirty (30)&nbsp;days following the filing of such restated financial statements with the
Securities and Exchange Commission, an amount equal to the difference between (x)&nbsp;the amount that
the cash payment pursuant to the Cash Award would have been if the Company had used the restated
financial statements to determine the amount of the Company&#146;s Gross Profit for the Performance Goal
Test Date less (y)&nbsp;the amount of the cash payment pursuant to the Cash Award paid to the
Participant.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;The Participant shall be obligated to pay to the Company any amount due pursuant to this
Section&nbsp;7 regardless of whether the Participant has or claims to have any claim against any of the
Avatar Entities, and the Participant shall have no right to offset any amount due or claimed to be
due from any of the Avatar Entities. The Company shall be obligated to pay to the Participant any
amount due pursuant to this Section&nbsp;7 regardless of whether the Company has or claims to have any
claim against the Participant, and the Company shall have no right to offset any amount due or
claimed to be due from the Participant or any of its affiliates.


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;In the event that the Participant has failed to repay any amount required pursuant to
Section 7(a) above, the Company shall be entitled to offset such amount against any amounts due
from the Company to the Participant.


<P align="left" style="font-size: 12pt; text-indent: 4%">(e)&nbsp;The foregoing provisions of this Section&nbsp;7 shall not be applicable to any restatement,
after the consummation of a Change in Control (as defined in clauses (a)&nbsp;and (b)&nbsp;of the definition
of &#147;Change in Control&#148; above), of the Company&#146;s financial statements with respect to any fiscal
year (or portion thereof) within the Performance Period.


<P align="left" style="font-size: 12pt">8.&nbsp;TAXES. Any cash payment pursuant to a Cash Award shall be net of any amounts required to be
withheld pursuant to applicable federal, state, local and foreign tax withholding requirements.
The Company shall have the right to withhold the amount of such taxes from any other sums due or to
become due from the Company to the Participant as the Committee shall prescribe.


<P align="left" style="font-size: 12pt">9.&nbsp;NO RIGHT TO CONTINUED EMPLOYMENT. This Agreement does not confer upon the Participant any right
to continued employment by any of the Avatar Entities, nor shall it interfere in any way with the
right of the Participant&#146;s employer to terminate the Participant&#146;s employment at any time for any
reason or no reason.


<P align="left" style="font-size: 12pt">10.&nbsp;NO OBLIGATION TO PURSUE PROJECTS. This Agreement shall in no way obligate the Company to
pursue any projects, developments or sales of any assets, and the Company may limit, abandon or
change any projects, developments or sales of any assets at any time in its sole discretion and the
Company shall have no obligation to take any action or provide any financing with respect to any
projects, developments or sales of any assets.


<P align="left" style="font-size: 12pt">11.&nbsp;UNSECURED CREDITOR STATUS; NO PARTNERSHIP. The Participant shall rely solely upon the
unsecured promise of the Company, as set forth herein, for payment hereunder, and nothing herein
contained shall be construed to give to or vest in the Participant or any other person now or at
any time in the future, any right, title, interest, or claim in or to any specific asset, fund,
reserve, account, insurance or annuity policy or contract, or other property of any kind whatsoever
owned by the Company, or in which the Company may have any right, title, or interest, nor at any
time in the future. This Agreement is an agreement to pay compensation for services provided by
the Participant and is not a partnership or joint venture and is not intended to create a
partnership or joint venture between the Company and the Participant or any other person. The
Participant shall take no position inconsistent with this characterization.


<P align="left" style="font-size: 12pt">12.&nbsp;ASSIGNMENT; SUCCESSORS.


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;The Cash Awards and any interest of the Participant in any such awards may not be sold,
assigned, transferred, pledged, hypothecated or otherwise disposed of. Any attempt to transfer any
such Cash Awards in contravention of this Section 12(a) is void <U>ab initio</U>. The Cash Awards
shall not be subject to execution, attachment or other process.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;The Company&#146;s rights and obligations hereunder may be assigned or transferred by the
Company to and may be assumed by and become binding upon and may inure to the benefit of any
affiliate of or successor to the Company. The term &#147;successor&#148; shall mean, with respect to any
Avatar Entity, any other corporation or other business entity which, by merger, consolidation,
purchase of assets, or otherwise, acquires all or a material part of the assets of such Avatar
Entity.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;In the event of the Participant&#146;s death, the Participant&#146;s rights and obligations
hereunder shall be binding upon and inure to the benefit of the Participant&#146;s heirs and legal
representatives.


<P align="left" style="font-size: 12pt">13.&nbsp;CONSTRUCTION. The Plans and this Agreement will be construed by and administered under the
supervision of the applicable Committee in such Committee&#146;s sole and absolute discretion, and all
determinations of such Committee will be final and binding on the Participant.


<P align="left" style="font-size: 12pt">14.&nbsp;NOTICES. Any notice required or permitted under this Agreement shall be deemed given when
delivered personally, or when deposited in a United States Post Office, postage prepaid, addressed,
as appropriate, (i)&nbsp;to the Participant at the last address specified in the Participant&#146;s
employment records, or such other address as the Participant may designate in writing to the
Company, or (ii)&nbsp;to the Company, Avatar Holdings Inc., 201 Alhambra Circle, Coral Gables, Florida
33134, Attention: Chief Executive Officer, with a copy to the Company&#146;s Corporate Secretary, or
such other address as the Company may designate in writing to the Participant.


<P align="left" style="font-size: 12pt">15.&nbsp;FAILURE TO ENFORCE NOT A WAIVER. The failure of either party hereto to enforce at any time any
provision of this Agreement shall in no way be construed to be a waiver of such provision or of any
other provision hereof.


<P align="left" style="font-size: 12pt">16.&nbsp;SECTION 409A OF THE CODE. If any payment or entitlement provided to the Participant hereunder
in connection with the Participant&#146;s termination of employment, is determined, in whole or in part,
to constitute &#147;nonqualified deferred compensation&#148; within the meaning of Section&nbsp;409A of the Code
(&#147;<U>Section&nbsp;409A</U>&#148;) and the Participant is a specified employee as defined in Section
409A(a)(2)(B)(i), no part of such payments shall be paid before the day that is six (6)&nbsp;months plus
one (1)&nbsp;day after the date of termination or earlier death (the &#147;<U>New Payment Date</U>&#148;). The
aggregate of any payments that otherwise would have been paid to the Participant during the period
between the date of termination and the New Payment Date shall be paid to the Participant in a lump
sum on such New Payment Date. Thereafter, any payments that remain outstanding as of the day
immediately following the New Payment Date shall be paid without delay over the time period
originally scheduled, in accordance with the terms of this Agreement. A termination of employment
shall not be deemed to have occurred for purposes of any provision of this Agreement providing for
the payment of any amounts or benefits subject to Section&nbsp;409A upon or following a termination of
employment unless such termination is also a &#147;separation from service&#148; within the meaning of
Section&nbsp;409A, and for purposes of any such provision of this Agreement, references to a
&#147;resignation,&#148; &#147;termination,&#148; &#147;terminate,&#148; &#147;termination of employment&#148; or like terms shall mean
separation from service. The parties acknowledge and agree that the interpretation of Section&nbsp;409A
and its application to the terms of this Agreement is uncertain and may be subject to change as
additional guidance and interpretations become available. Anything to the contrary herein
notwithstanding, all benefits or payments provided by the Company to the Participant that would be
deemed to constitute &#147;nonqualified deferred compensation&#148; within the meaning of Section&nbsp;409A are
intended to comply with Section&nbsp;409A. If, however, any such benefit or payment is deemed to not
comply with Section&nbsp;409A, the Company and the Participant agree to renegotiate in good faith any
such benefit or payment (including, without limitation, as to the timing of any severance payments
payable hereof) so that either (i)&nbsp;Section&nbsp;409A will not apply or (ii)&nbsp;compliance with Section&nbsp;409A
will be achieved; provided, however, that any resulting renegotiated terms shall provide to the
Participant the after-tax economic equivalent of what otherwise has been provided to the
Participant pursuant to the terms of this Agreement, and provided further, that any deferral of
payments or other benefits shall be only for such time period as may be required to comply with
Section&nbsp;409A.


<P align="left" style="font-size: 12pt">17.&nbsp;GOVERNING LAW. This Agreement shall be governed by and construed according to the laws of the
State of Delaware, without regard to the conflicts of laws provisions thereof.


<P align="left" style="font-size: 12pt">18.&nbsp;INCORPORATION OF EXECUTIVE PLAN. The Executive Plan is hereby incorporated by reference and
made a part of this Agreement, and this Agreement shall be subject to the terms of the Executive
Plan, as the Executive Plan may be amended from time to time.


<P align="left" style="font-size: 12pt">19.&nbsp;ATTORNEYS&#146; FEES. In the event that either party hereto commences litigation against the other
to enforce such party&#146;s rights hereunder, the prevailing party shall be entitled to recover all
costs, expenses and fees, including reasonable attorneys&#146; fees (including in-house counsel),
paralegals&#146; fees, and legal assistants&#146; fees through all appeals.


<P align="left" style="font-size: 12pt">20.&nbsp;COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall
be an original but all of which together shall represent one and the same agreement.


<P align="left" style="font-size: 12pt">21.&nbsp;MISCELLANEOUS. This Agreement cannot be modified or terminated orally. This Agreement, the
Executive Plan, and the letter agreement dated as of May&nbsp;20, 2005 among the Company, Avatar
Properties and the Participant, contain the entire agreement between the parties relating to the
subject matter hereof. This Agreement supersedes the Original Agreement. The section headings
herein are intended for reference only and shall not affect the interpretation hereof.


<P align="center" style="font-size: 12pt">(signature page follows)



<P align="center" style="font-size: 10pt; display: none; text-indent: 4%">1
<!-- PAGEBREAK -->


<P align="left" style="font-size: 12pt">IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first
written above.

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="15%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="80%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD colspan="3" valign="top" align="left">AVATAR HOLDINGS INC.<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">By:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ Gerald D. Kelfer</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
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<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Name: Gerald D. Kelfer<BR>
Title: Chief Executive Officer</TD>
</TR>

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    <TD width="27%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>/s/ Michael F. Levy</U></TD>
</TR>

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    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Michael F. Levy</TD>
</TR>

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<TYPE>EX-10.11
<SEQUENCE>12
<FILENAME>exhibit11.htm
<DESCRIPTION>EX-10.11
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<P align="right" style="font-size: 10pt"><FONT style="font-size: 8pt"><B>EXHIBIT 10.11</B></FONT>



<P align="center" style="font-size: 8pt"><FONT style="font-size: 12pt"><B>AMENDED AND RESTATED</B></FONT>



<P align="center" style="font-size: 12pt"><B>EMPLOYMENT AGREEMENT</B>



<P align="left" style="font-size: 12pt; text-indent: 8%">This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this &#147;<U>Agreement</U>&#148;) is made as of
December&nbsp;22, 2008, by and between Avatar Holdings Inc., a Delaware corporation (the
&#147;<U>Company</U>&#148;), and Patricia Kimball Fletcher (the &#147;<U>Employee</U>&#148;), and amends and restates
in its entirety the employment agreement dated November&nbsp;8, 2006 between the Company and the
Employee (the &#147;<U>Original Agreement</U>&#148;).


<P align="center" style="font-size: 12pt">W I T N E S S E T H



<P align="left" style="font-size: 12pt; text-indent: 8%">WHEREAS, the Employee is currently employed by the Company;


<P align="left" style="font-size: 12pt; text-indent: 8%">WHEREAS, the Company desires to amend the Original Agreement to comply with Section&nbsp;409A of
the Internal Revenue Code of 1986, as amended (the &#147;<U>Code</U>&#148;) as permitted under the guidance
promulgated thereunder (collectively &#147;<U>Section&nbsp;409A</U>&#148;); and


<P align="left" style="font-size: 12pt; text-indent: 8%">WHEREAS, such Agreement shall supersede the Original Agreement.


<P align="left" style="font-size: 12pt; text-indent: 8%">NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth,
the parties hereto agree as follows:


<P align="left" style="font-size: 12pt; text-indent: 8%">1.&nbsp;<U>Employment and Term</U>. The Company hereby employs the Employee, and the Employee
hereby accepts employment by the Company, in the capacity and upon the terms and conditions set
forth herein. The term of employment under this Agreement shall be for the period commencing
January&nbsp;1, 2007 and ending on December&nbsp;31, 2009, unless earlier terminated as herein provided (the
&#147;<U>Term of Employment</U>&#148;).


<P align="left" style="font-size: 12pt; text-indent: 8%">2.&nbsp;<U>Duties</U>. During the Term of Employment, the Employee shall serve as the Company&#146;s
Executive Vice President and General Counsel, and shall perform such duties, functions and
responsibilities as are customarily associated with and incident to the positions of Executive Vice
President and General Counsel and as the Company may, from time to time, require of her, including,
but not limited to, the performance of such functions and duties for the Company&#146;s subsidiaries or
affiliates (the Company and the foregoing entities being referred to herein collectively as the
&#147;<U>Avatar Entities</U>&#148; and each as an &#147;<U>Avatar Entity</U>&#148;), subject to the direction of the
Company&#146;s Board of Directors. The Employee shall serve the Company faithfully, conscientiously and
to the best of the Employee&#146;s ability and shall promote the interests and reputation of the
Company. Except as expressly provided herein, unless prevented by sickness or disability, the
Employee shall devote all of her time, attention, knowledge, energy and skills, during normal
working hours, and at such other times as the Employee&#146;s duties may reasonably require, to the
duties of the Employee&#146;s employment. The principal place of employment of the Employee shall be
the principal executive offices of the Company and/or such other location within fifty (50)&nbsp;miles
of Company&#146;s current principal place of business as shall be necessary for the Employee to
discharge the Employee&#146;s duties hereunder. The Employee acknowledges that in the course of
employment the Employee may be required, from time to time, to travel on behalf of the Company.
Notwithstanding the foregoing, the Employee shall be permitted to assist Duane Morris LLP on any
transition matters relating to the Employee&#146;s current files and clients so long as such assistance
does not adversely affect the Employee&#146;s performance of her duties and so long as the Employee
receives no compensation for such assistance; <U>provided</U>, <U>however</U>, that nothing in
this Agreement shall prohibit or in any way limit the Employee from receiving compensation from
Duane Morris LLP for services performed by the Employee on or prior to December&nbsp;31, 2006.


<P align="left" style="font-size: 12pt; text-indent: 8%">3.&nbsp;<U>Compensation and Benefits</U>. As full and complete compensation for the Employee&#146;s
execution and delivery of this Agreement and performance of any services hereunder, the Company
shall pay, grant or provide the Employee, and the Employee agrees to accept, the following
compensation and benefits:


<P align="left" style="font-size: 12pt; text-indent: 4%">( ) <U>Base Salary</U>. The Company shall pay the Employee a base salary (&#147;<U>Base
Salary</U>&#148;) at an annual rate of $700,000 payable at such times and in accordance with the
standard payroll practices of the Company. On an annual basis or at such other times as the
Company may determine, the Employee&#146;s Base Salary shall be reviewed, and in the sole discretion of
the Board of Directors of the Company, the Company may increase (but not decrease) the Employee&#146;s
Base Salary.


<P align="left" style="font-size: 12pt; text-indent: 4%">( ) <U>Employee Benefits</U>. The Company shall afford the Employee the opportunity to
participate during the Term of Employment in any medical, dental, disability insurance, retirement,
savings and any other employee benefits plans or programs (including perquisites) which the Company
maintains for senior executives of the Avatar Entities. Nothing in this Agreement shall require
any Avatar Entity to establish, maintain or continue any benefit programs already in existence or
hereafter adopted for senior executives of the Avatar Entities, and nothing in this Agreement shall
restrict the right of the Avatar Entities to amend, modify or terminate any such benefit program.


<P align="left" style="font-size: 12pt; text-indent: 4%">( ) <U>Expenses</U>. The Employee shall be entitled to reimbursement or payment of
reasonable business expenses (in accordance with the Company&#146;s policies for its senior executives,
as the same may be amended from time to time in the Company&#146;s sole discretion), following the
Employee&#146;s submission of appropriate receipts and/or vouchers to the Company. Notwithstanding
anything in this Agreement to the contrary, expense reimbursements shall be made by the Company no
later than the end of the calendar year following the calendar year in which the expense is
incurred.


<P align="left" style="font-size: 12pt; text-indent: 4%">( ) <U>Vacations, Holidays or Temporary Leave</U>. The Employee shall be entitled to take
such amount of vacation per year as is permitted pursuant to and in accordance with the policies of
the Company for its senior executives (as such policies may be amended from time to time or
terminated in the Company&#146;s sole discretion), without loss or diminution of compensation. Such
vacation shall be taken at such time or times, and as a whole or in increments, as the Employee
shall elect, consistent with the reasonable needs of the Company&#146;s business. The Employee shall
further be entitled to the number of paid holidays, and leaves for illness or temporary disability
in accordance with the policies of the Company&#146;s for its senior executives (as such policies may be
amended from time to time or terminated in the Company&#146;s sole discretion).


<P align="left" style="font-size: 12pt; text-indent: 8%">4.&nbsp;<U>Protection of Confidential Information; Ownership Interests in Competing
Businesses</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">( ) <U>Trade Secrets and Know-how</U>.


<P align="left" style="font-size: 12pt; text-indent: 13%">( ) During the Term of Employment and for all time following the Date of Termination, the
Employee shall not, directly or indirectly, use, furnish or make accessible to any person, firm or
corporation or other business entity, whether or not he, she, or it competes with the business of
the Company or any other Avatar Entity, (x)&nbsp;any trade secret or know-how acquired by the Employee
during the Employee&#146;s employment by the Company which relates to the business practices, methods,
processes or other confidential or secret aspects of the business of any of the Avatar Entities,
(y)&nbsp;any information concerning the business and affairs of the Avatar Entities and (z)&nbsp;any notes,
analyses, compilations, studies, summaries and other material prepared by or for the Company
continuing or based, in whole or in part, on any information included in clause (x)&nbsp;or (y)&nbsp;above,
without the prior written consent of the Company (such information, subject to Section&nbsp;4(a)(ii)
below, being referred to as the &#147;<U>Confidential Information</U>&#148;).


<P align="left" style="font-size: 12pt; text-indent: 13%">( ) Confidential Information shall not include any information or documents that (A)&nbsp;are or
become publicly available without breach by the Employee of Section&nbsp;4(a)(i) hereof, (B)&nbsp;the
Employee receives from any third party who, to the best of the Employee&#146;s knowledge upon reasonable
inquiry, is not in breach of an obligation of confidence with any of the Avatar Entities, or (C)&nbsp;is
required to be disclosed by law, statute, governmental or judicial proceeding; <U>provided</U>,
<U>however</U>, that in the event that the Employee is requested by any governmental or judicial
authority to disclose any Confidential Information, the Employee shall give the Company prompt
notice of such request, such that the Company may seek a protective order or other appropriate
relief, and in any such proceeding the Employee shall disclose only so much of the Confidential
Information as is required to be disclosed.


<P align="left" style="font-size: 12pt; text-indent: 4%">( ) <U>Ownership Interests in Competing Businesses</U>. In the event that the Employee
desires to acquire an equity interest in any entity, whether publicly or privately owned, that
competes directly or indirectly with any Avatar Entity, the Employee shall seek, and any such
investment by the Employee shall require, the prior written consent of the Company, which consent
may be withheld by the Company in its sole discretion.


<P align="left" style="font-size: 12pt; text-indent: 4%">( ) <U>Remedies</U>. The Employee acknowledges that her services are of a special, unique
and extraordinary character and, her position with the Avatar Entities places her in a substantial
relationship and a position of confidence and trust with specific prospective or existing
customers, suppliers and employees of the Avatar Entities, and that in connection with her services
to the Avatar Entities, the Employee will have access to confidential business or professional
information vital to the businesses of the Avatar Entities. The Employee further acknowledges that
in view of the nature of the business in which the Avatar Entities are engaged, the foregoing
restrictive covenants in this Section&nbsp;4 are reasonable and necessary in order to protect the
legitimate business interests of the Avatar Entities and that violation thereof would result in
irreparable injury to the Avatar Entities. Accordingly, the Employee consents and agrees that if
the Employee violates or threatens to violate any of the provisions of this Section&nbsp;4 the Avatar
Entities would sustain irreparable harm and, therefore, any of the Avatar Entities shall be
entitled to obtain from any court of competent jurisdiction, temporary, preliminary and/or
permanent injunctive relief as well as damages, attorneys&#146; fees and costs, and an equitable
accounting of all earnings, profits and other benefits arising from such violation, which rights
shall be cumulative and in addition to any other rights or remedies in law or equity to which any
of the Avatar Entities may be entitled.


<P align="left" style="font-size: 12pt; text-indent: 8%">5.&nbsp;<U>Termination of Employment</U>:


<P align="left" style="font-size: 12pt; text-indent: 4%">( ) The Employee&#146;s employment with the Company shall terminate upon the occurrence of any of
the following events (the date of each such event, the &#147;Date of Termination&#148;):


<P align="left" style="font-size: 12pt; text-indent: 8%">( ) on December&nbsp;31, 2009 (absent the parties having entered into a written agreement for the
renewal or extension of this Agreement);


<P align="left" style="font-size: 12pt; text-indent: 8%">( ) the death of the Employee during the Term of Employment;


<P align="left" style="font-size: 12pt; text-indent: 8%">( ) at any time upon written notice to the Employee from the Company of termination of her
employment due to Disability (as defined below) of the Employee during the Term of Employment;


<P align="left" style="font-size: 12pt; text-indent: 8%">( ) at any time upon written notice to the Employee from the Company of termination of her
employment for Cause (as defined below);


<P align="left" style="font-size: 12pt; text-indent: 8%">( ) at any time upon written notice to the Employee from the Company of termination of her
employment Without Cause (as defined below);


<P align="left" style="font-size: 12pt; text-indent: 8%">( ) the resignation by the Employee for Good Reason (as defined below) during the Term of
Employment;


<P align="left" style="font-size: 12pt; text-indent: 8%">( ) the resignation by the Employee Without Good Reason (as defined below) during the Term of
Employment; or


<P align="left" style="font-size: 12pt; text-indent: 8%">( ) by mutual written agreement of the parties.


<P align="left" style="font-size: 12pt; text-indent: 4%">( ) For purposes of this Agreement, the &#147;<U>Disability</U>&#148; of the Employee shall mean the
Employee&#146;s inability, because of mental or physical illness or incapacity, whether total or
partial, to perform one or more material functions of the Employee&#146;s employment under this
Agreement with or without reasonable accommodation and which entitles the Employee to receive
benefits under a disability plan or program that is provided to the Employee pursuant to Section
3(b), if any.


<P align="left" style="font-size: 12pt; text-indent: 4%">( ) For purposes of this Agreement, the term &#147;<U>Cause</U>&#148; shall mean the Employee&#146;s (i)
conviction or entry of a plea of guilty or <I>nolo contendere</I>, with respect to any felony, in each
case that the Board of Directors of the Company determines in good faith is or may become
materially harmful to any Avatar Entity (either financially or with respect to such Avatar Entity&#146;s
business reputation), (ii)&nbsp;commission of any act of willful misconduct, gross negligence, fraud or
dishonesty, in each case that the Board of Directors of the Company determines in good faith is or
may become materially harmful to any Avatar Entity (either financially or with respect to such
Avatar Entity&#146;s business reputation) or (iii)&nbsp;violation of any material term of this Agreement or
any material written policy of the Company or any Avatar Entity; <U>provided</U>, that, in the
case of clauses (ii)&nbsp;and (iii), the Company first deliver written notice of such violation to the
Employee and the Employee shall not have cured such violation within thirty (30)&nbsp;days after receipt
of such written notice (the &#147;<U>Cure Period</U>&#148;); and <U>provided</U> <U>further</U>, that if
upon expiration of the Cure Period such violation has not been cured and the Company determines, in
its sole discretion, that the Employee is using her best efforts to cure such violation and such
violation is capable of being cured, the Company shall provide the Employee, pursuant to a written
notice, a reasonable amount of additional time (the &#147;<U>Extended Cure Period</U>&#148;) to cure such
violation but in no event shall such Extended Cure Period exceed forty-five (45)&nbsp;days from the date
on which the initial Cure Period expired.


<P align="left" style="font-size: 12pt; text-indent: 4%">( ) For purposes of this Agreement, &#147;<U>Without Cause</U>&#148; shall mean any reason other than
the reasons described in Sections&nbsp;5(a)(i), 5(a)(ii), 5(a)(iii) and 5(a)(iv) hereof. For the
avoidance of doubt, the parties acknowledge that the termination of the Employee&#146;s employment
hereunder pursuant to Section&nbsp;5(a)(i) upon expiration of the Term of Employment shall not
constitute a termination &#147;Without Cause.&#148; The parties expressly agree that a termination of
employment Without Cause pursuant to Section&nbsp;5(a)(v) hereof may be for any reason whatsoever, or
for no reason, in the sole discretion of the Company.


<P align="left" style="font-size: 12pt; text-indent: 4%">( ) For purposes of this Agreement, &#147;<U>Good Reason</U>&#148; shall mean (i)&nbsp;any assignment of
material duties to the Employee other than those contemplated by this Agreement, provided that the
Company shall have thirty (30)&nbsp;days after receipt of written notice by the Employee to cure, and
(ii)&nbsp;a material reduction in Base Salary, or a material reduction in fringe benefits (other than a
material reduction in fringe benefits generally applicable to senior executives of the Company) or
any other material failure by the Company to perform its material obligations, provided that the
Company shall have thirty (30)&nbsp;days after receipt of written notice by the Employee to cure. For
the avoidance of doubt, the parties acknowledge that the termination of the Employee&#146;s employment
hereunder pursuant to Section&nbsp;5(a)(i) upon expiration of the Term of Employment shall not
constitute a termination for &#147;Good Reason.&#148; &#147;Good Reason&#148; shall not be deemed to occur solely as a
result of Change in Control, including without limitation any transaction in which the Company
becomes a wholly-owned subsidiary of another company, so long as the Employee&#146;s duties and
responsibilities following such Change in Control are not materially reduced as they relate
primarily to the Company and the other Avatar Entities prior to such Change in Control.


<P align="left" style="font-size: 12pt; text-indent: 4%">( ) For purposes of this Agreement, &#147;<U>Without Good Reason</U>&#148; shall mean any reason other
than that defined in this Agreement as constituting Good Reason.


<P align="left" style="font-size: 12pt; text-indent: 4%">( ) For purposes of this Agreement, &#147;<U>Change in Control</U>&#148; shall mean any of the
following events: (i)&nbsp;a person or entity or group of persons or entities, acting in concert,
becomes the direct or indirect beneficial owner (within the meaning of Rule&nbsp;13d-3 of the Securities
Exchange Act of 1934, as amended) of securities of the Company representing 50.1% or more of the
combined voting power of the issued and outstanding common stock of the Company; (ii)&nbsp;the Board of
Directors of the Company approves any merger, consolidation or like business combination or
reorganization of the Company, the consummation of which would result in the occurrence of the
event described in clause (i)&nbsp;above, and such transaction shall have been consummated; (iii)&nbsp;the
Company ceases to be engaged, directly or indirectly, and does not intend to be engaged at any time
in the foreseeable future, in any real estate business; or (iv)&nbsp;the Company sells, transfers or
otherwise disposes of all or substantially all of its assets in one transaction or a series of
transactions. The date on which a Change in Control is consummated, with respect to clauses (i)
and (ii), or occurs, with respect to clauses (iii)&nbsp;and (iv), is herein referred to as the
&#147;<U>Change in Control Date</U>.&#148;


<P align="left" style="font-size: 12pt; text-indent: 8%">6.&nbsp;<U>Payments Upon Termination of Employment</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">( ) <U>Termination upon Expiration of Term of Employment</U>. If the Employee&#146;s employment
hereunder is terminated pursuant to Section&nbsp;5(a)(i), the Company shall pay or provide to the
Employee (i)&nbsp;in a lump sum payment within thirty (30)&nbsp;days following the Date of Termination, all
Base Salary payments pursuant to Section 3(a) hereof, respectively, and any vacation pay pursuant
to Section 3(d) hereof, in each case which has been earned but has not been paid as of the Date of
Termination, and (ii)&nbsp;any benefits to which the Employee may be entitled under any employee
benefits plan or program pursuant to Section 3(b) hereof in which she is a participant in
accordance with the terms of such plan or program up to and including the Date of Termination.


<P align="left" style="font-size: 12pt; text-indent: 4%">( ) <U>Death or Disability</U>. If the Employee&#146;s employment hereunder is terminated due to
the Employee&#146;s death or Disability pursuant to Sections&nbsp;5(a)(ii) or (iii)&nbsp;hereof, the Company shall
pay or provide to the Employee, her designated beneficiary or to her estate (i)&nbsp;in a lump sum
payment within thirty (30)&nbsp;days following the Date of Termination, all Base Salary pursuant to
Section 3(a) hereof and any vacation pay pursuant to Section 3(d) hereof, in each case which has
been earned but has not been paid as of the Date of Termination, and (ii)&nbsp;any benefits to which the
Employee may be entitled under any employee benefits plan or program pursuant to Section 3(b)
hereof in which she is a participant in accordance with the terms of such plan or program up to and
including the Date of Termination. Should the Company wish to purchase insurance to cover the
costs associated with the Employee&#146;s termination of employment pursuant to Sections&nbsp;5(a)(ii) or
(iii), the Employee agrees to execute any and all necessary documents necessary to effectuate such
insurance.


<P align="left" style="font-size: 12pt; text-indent: 4%">( ) <U>Termination for Cause or Resignation Without Good Reason</U>. If the Employee&#146;s
employment hereunder is terminated pursuant to Section&nbsp;5(a)(iv) or Section&nbsp;5(a)(vii), the Company
shall pay or provide to the Employee (i)&nbsp;in a lump sum payment within thirty (30)&nbsp;days following
the Date of Termination, all Base Salary pursuant to Section 3(a) hereof and any vacation pay
pursuant to Section 3(d) hereof, in each case which has been earned but has not been paid as of the
Date of Termination, and (ii)&nbsp;any benefits to which the Employee may be entitled under any employee
benefits plan or program pursuant to Section 3(b) hereof in which she is a participant in
accordance with the terms of such plan or program up to and including the Date of Termination, in
each case subject to set-off, counterclaim, recoupment, defense or any other claim, right or cause
of action which the Company may have against the Employee or others.


<P align="left" style="font-size: 12pt; text-indent: 4%">( ) <U>Termination Without Cause or Resignation For Good Reason</U>. If the Employee&#146;s
employment hereunder is terminated by the Company Without Cause pursuant to Section&nbsp;5(a)(v), or due
to the Employee&#146;s resignation for Good Reason pursuant to Section&nbsp;5(a)(vi), then:


<P align="left" style="font-size: 12pt; text-indent: 8%">( ) The Company shall continue to pay the Employee her full Base Salary in accordance with
normal payroll practices and without interest through January&nbsp;14, 2010 at the rate in effect at the
time notice of the termination of the Employee&#146;s employment is given in accordance with Section
5(a)(v) or Section&nbsp;5(a)(vi) hereof, as the case may be, with each payment due during such period
hereby designated a &#147;separate payment&#148; for purposes of Section&nbsp;409A; and


<P align="left" style="font-size: 12pt; text-indent: 8%">( ) The Employee shall be entitled to participate in all employee benefit plans and programs
to the extent applicable to other senior executives of the Company (provided that the Employee&#146;s
continued participation is permissible under the general terms and provisions of such plans and
programs) through January&nbsp;14, 2010. In the event that the Employee&#146;s participation in any such
plan or program is not permitted, the Employee shall be entitled to receive an amount equal to the
annual contributions, payments, credits or allocations made by the Company to the Employee&#146;s
account or on the Employee&#146;s behalf under such plans and programs.


<P align="left" style="font-size: 12pt; text-indent: 4%">( ) <U>No Other Payments</U>. Except as provided in this Section&nbsp;6 and except as may
otherwise be provided pursuant to any written incentive award agreement between the Employee and
the Company, the Employee shall not be entitled to receive any other payments or benefits from the
Company due to the termination of her employment, including but not limited to, any employee
benefits under any of the Company&#146;s employee benefits plans or programs (other than at the
Employee&#146;s expense under the Consolidated Omnibus Budget Reconciliation Act of 1985 or pursuant to
the terms of any pension plan which the Company may have in effect from time to time) or any right
to be paid severance pay. If the Employee is entitled to any notice or payment in lieu of any
notice of termination required by federal, state or local law, including but not limited to the
Worker Adjustment and Retraining Notification Act, the Company&#146;s obligation to make payments
pursuant to Section 6(d) shall be reduced by the amount of any such payment in lieu of notice.


<P align="left" style="font-size: 12pt; text-indent: 4%">( ) <U>Conditions to Payments upon Termination of Employment</U>. Notwithstanding anything
to the contrary contained in this Agreement, all payments and benefits to the Employee provided
pursuant to this Section&nbsp;6 shall be subject to the Employee&#146;s compliance with Section&nbsp;4.


<P align="left" style="font-size: 12pt; text-indent: 8%">7.&nbsp;<U>No Conflicting Agreements; Indemnification</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">( ) The Employee hereby represents and warrants that she is not a party to any agreement, or
non-competition or other covenant or restriction contained in any agreement, commitment,
arrangement or understanding (whether oral or written), which would in any way conflict with or
limit her ability to commence work on the first day of the Term of Employment or would otherwise
limit her ability to perform all responsibilities in accordance with the terms and subject to the
conditions of this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">( ) The Employee agrees that the compensation provided in Section&nbsp;3 represents the sole
compensation to be paid to the Employee in respect of the services performed or to be performed for
the Avatar Entities by the Employee (other than any incentive compensation paid or to be paid to
the Employee pursuant to any written incentive award agreement between the Employee and the
Company).


<P align="left" style="font-size: 12pt; text-indent: 8%">8.&nbsp;<U>Section&nbsp;409A of the Code</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">( ) If any payment, compensation or other benefit provided to the Employee in connection with
his employment termination is determined, in whole or in part, to constitute &#147;nonqualified deferred
compensation&#148; within the meaning of Section&nbsp;409A and the Employee is a specified employee as
defined in Section&nbsp;409A(a)(2)(B)(i), no part of such payments shall be paid before the day that is
six (6)&nbsp;months plus one (1)&nbsp;day after the date of termination or earlier death (the &#147;<U>New
Payment Date</U>&#148;). The aggregate of any payments that otherwise would have been paid to the
Employee during the period between the date of termination and the New Payment Date shall be paid
to the Employee in a lump sum on such New Payment Date. Thereafter, any payments that remain
outstanding as of the day immediately following the New Payment Date shall be paid without delay
over the time period originally scheduled, in accordance with the terms of this Agreement.
Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any
ongoing welfare benefits to the Employee that would not be required to be delayed if the premiums
therefor were paid by the Employee, the Employee shall pay the full cost of premiums for such
welfare benefits during the six-month period and the Company shall pay the Employee an amount equal
to the amount of such premiums paid by the Employee during such six-month period promptly after its
conclusion. A termination of employment shall not be deemed to have occurred for purposes of any
provision of this Agreement providing for the payment of any amounts or benefits subject to Section
409A upon or following a termination of employment unless such termination is also a &#147;separation
from service&#148; within the meaning of Section&nbsp;409A, and for purposes of any such provision of this
Agreement, references to a &#147;resignation,&#148; &#147;termination,&#148; &#147;terminate,&#148; &#147;termination of employment&#148;
or like terms shall mean separation from service.


<P align="left" style="font-size: 12pt; text-indent: 4%">( ) All reimbursements for costs and expenses under this Agreement shall be paid in no event
later than the end of the calendar year following the calendar year in which the Employee incurs
such expense. With regard to any provision herein that provides for reimbursement of costs and
expenses or in-kind benefits, except as permitted by Section&nbsp;409A, (i)&nbsp;the right to reimbursement
or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (ii)
the amount of expenses eligible for reimbursements or in-kind benefits provided during any taxable
year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in
any other taxable year, provided, however, that the foregoing clause (ii)&nbsp;shall not be violated
with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code
solely because such expenses are subject to a limit related to the period the arrangement is in
effect.


<P align="left" style="font-size: 12pt; text-indent: 4%">( ) The parties acknowledge and agree that the interpretation of Section&nbsp;409A and its
application to the terms of this Agreement is uncertain and may be subject to change as additional
guidance and interpretations become available. Anything to the contrary herein notwithstanding,
all benefits or payments provided by the Company to the Employee that would be deemed to constitute
&#147;nonqualified deferred compensation&#148; within the meaning of Section&nbsp;409A are intended to comply with
Section&nbsp;409A. If, however, any such benefit or payment is deemed to not comply with Section&nbsp;409A,
the Company and the Employee agree to renegotiate in good faith any such benefit or payment
(including, without limitation, as to the timing of any severance payments payable hereof) so that
either (i)&nbsp;Section&nbsp;409A will not apply or (ii)&nbsp;compliance with Section&nbsp;409A will be achieved;
provided, however, that any resulting renegotiated terms shall provide to the Employee the
after-tax economic equivalent of what otherwise has been provided to the Employee pursuant to the
terms of this Agreement, and provided further, that any deferral of payments or other benefits
shall be only for such time period as may be required to comply with Section&nbsp;409A.


<P align="left" style="font-size: 12pt; text-indent: 8%">9.&nbsp;<U>Deductions and Withholding</U>. The Employee agrees that the Company shall withhold
from any and all compensation required to be paid to the Employee pursuant to this Agreement all
federal, state, local and/or other taxes which the Company determines are required to be withheld
in accordance with applicable statutes and/or regulations from time to time in effect and all
amounts required to be deducted in respect of the Employee&#146;s coverage under applicable employee
benefit plans.


<P align="left" style="font-size: 12pt; text-indent: 8%">10.&nbsp;<U>Entire Agreement</U>. This Agreement, the amended letter agreement dated as of the
date hereof by and between the Company and the Employee, and any written incentive award agreement
entered into from time to time between the Employee and the Company, collectively embody the entire
agreement of the parties with respect to the Employee&#146;s employment with the Company and supersede
any other prior oral or written agreements between the Employee and any Avatar Entity (including
the Original Agreement). This Agreement may not be modified or terminated orally but only by an
agreement in writing signed by the parties hereto.


<P align="left" style="font-size: 12pt; text-indent: 8%">11.&nbsp;<U>Waiver</U>. The waiver by the Company of a breach of any provision of this Agreement
by the Employee shall not operate or be construed as a waiver of any subsequent breach by the
Employee. The waiver by the Employee of a breach of any provision of this Agreement by the Company
shall not operate or be construed as a waiver of any subsequent breach by the Company.


<P align="left" style="font-size: 12pt; text-indent: 8%">12.&nbsp;<U>Governing Law</U>. This Agreement shall be subject to, and governed by, the laws of
the State of Florida applicable to contracts made and to be performed in the State of Florida,
regardless of where the Employee is in fact required to work.


<P align="left" style="font-size: 12pt; text-indent: 8%">13.&nbsp;<U>Jurisdiction</U>. Any legal suit, action or proceeding against any party hereto
arising out of or relating to this Agreement shall be instituted in a federal or state court in
Dade County or Broward County in the State of Florida and each party hereto waives any objection
which it may now or hereafter have to the laying of venue of any such suit, action or proceeding
and each party hereto irrevocably submits to the jurisdiction of any such court in any suit, action
or proceeding.


<P align="left" style="font-size: 12pt; text-indent: 8%">14.&nbsp;<U>Assignability</U>. The obligations of the Employee may not be delegated and, except
as expressly provided in Section 6(b) relating to the designation of beneficiaries, the Employee
may not, without the Company&#146;s written consent thereto, assign, transfer, convey, pledge, encumber,
hypothecate or otherwise dispose of this Agreement or any interest therein. Any such attempted
delegation or disposition shall be null and void and without effect. This Agreement and all of the
Company&#146;s rights and obligations hereunder shall be binding upon and inure to the benefit of any
successors and assigns of the Company. This Agreement may be assigned or transferred by the
Company to, and may be assumed by, any other Avatar Entity or successor thereof. The term
&#147;<U>successor</U>&#148; shall mean, with respect to any Avatar Entity, and any other corporation or
other business entity which, by merger, consolidation, purchase of the assets, or otherwise,
acquires all or a material part of the assets of such Avatar Entity. Except as expressly provided
in Section 6(e) hereof, any assignment by the Company of its rights and obligations hereunder to
any affiliate of or successor shall not be considered a termination of employment for purposes of
this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 8%">15.&nbsp;<U>Severability</U>. If any provision of this Agreement as applied to either party or to
any circumstances shall be adjudged by a court of competent jurisdiction to be void or
unenforceable, the same shall in no way affect any other provision of this Agreement or the
validity or enforceability of this Agreement. If any court construes any of the provisions of
Section&nbsp;4 hereof, or any part thereof, to be unreasonable because of the duration of such provision
or the scope thereof, such court may reduce the duration or restrict the scope of such provision
and enforce such provision as so reduced or restricted.


<P align="left" style="font-size: 12pt; text-indent: 8%">16.&nbsp;<U>Notices</U>. All notices to the Employee hereunder shall be in writing and shall be
delivered personally or sent by registered or certified mail, return receipt requested, to:


<P align="left" style="font-size: 12pt; text-indent: 13%">Patricia Kimball Fletcher


<P align="left" style="font-size: 12pt; text-indent: 13%">2732 S.W. 2nd Avenue


<P align="left" style="font-size: 12pt; text-indent: 13%">Miami, FL 33129


<P align="left" style="font-size: 12pt">All notices to the Company hereunder shall be in writing and shall be delivered personally or sent
by registered or certified mail, return receipt requested, to:


<P align="left" style="font-size: 12pt; text-indent: 13%">Avatar Holdings Inc.


<P align="left" style="font-size: 12pt; text-indent: 13%">201 Alhambra Circle


<P align="left" style="font-size: 12pt; text-indent: 13%">12th Floor


<P align="left" style="font-size: 12pt; text-indent: 13%">Coral Gables, Florida 33134


<P align="left" style="font-size: 12pt; text-indent: 13%">Attention: President


<P align="left" style="font-size: 12pt; text-indent: 13%">Facsimile: (305)&nbsp;448-7876


<P align="left" style="font-size: 12pt; text-indent: 13%">and with a copy to:


<P align="left" style="font-size: 12pt; text-indent: 13%">Weil, Gotshal &#038; Manges LLP


<P align="left" style="font-size: 12pt; text-indent: 13%">767 Fifth Avenue


<P align="left" style="font-size: 12pt; text-indent: 13%">New York, New York 10153


<P align="left" style="font-size: 12pt; text-indent: 13%">Attention: R. Todd Lang, Esq.


<P align="left" style="font-size: 12pt; text-indent: 13%">Facsimile: (212)&nbsp;310-8007


<P align="left" style="font-size: 12pt">Either party may change the address to which notices shall be sent by sending written notice of
such change of address to the other party.


<P align="left" style="font-size: 12pt; text-indent: 8%">17.&nbsp;<U>Section&nbsp;Headings</U>. The section headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or interpretation of this
Agreement.


<P align="left" style="font-size: 12pt; text-indent: 8%">18.&nbsp;<U>Counterparts</U>. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which taken together shall constitute one and
the same instrument.


<P align="left" style="font-size: 12pt; text-indent: 8%">19.&nbsp;<U>Attorneys&#146; Fees</U>. In the event that either party hereto commences litigation
against the other to enforce such party&#146;s rights hereunder, the prevailing party shall be entitled
to recover all costs, expenses and fees, including reasonable attorneys&#146; fees (including in-house
counsel), paralegals&#146; fees, and legal assistants&#146; fees through all appeals.


<P align="left" style="font-size: 12pt; text-indent: 8%">20.&nbsp;<U>Neutral Construction</U>. Each party to this Agreement was represented by counsel, or
had the opportunity to consult with counsel. No party may rely on any drafts of this Agreement in
any interpretation of the Agreement. Each party to this Agreement has reviewed this Agreement and
has participated in its drafting and, accordingly, no party shall attempt to invoke the normal rule
of construction to the effect that ambiguities are to be resolved against the drafting party in any
interpretation of this Agreement.


<P align="center" style="font-size: 12pt">(signature page follows)



<P align="center" style="font-size: 10pt; display: none; text-indent: 8%">1
<!-- PAGEBREAK -->


<P align="left" style="font-size: 12pt">IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date
first above written.


<P align="left" style="font-size: 12pt; text-indent: 21%">AVATAR HOLDINGS INC.


<P align="left" style="font-size: 12pt; text-indent: 21%">By:_/s/ Gerald D. Kelfer<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Name: Gerald D. Kelfer<BR>
Title: Chief Executive Officer<BR>


<P align="left" style="font-size: 12pt; text-indent: 21%">/s/ Patricia K. Fletcher<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>


<P align="left" style="font-size: 12pt">Patricia Kimball Fletcher



<P align="center" style="font-size: 10pt; display: none">2


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<P align="right" style="font-size: 10pt"><FONT style="font-size: 8pt"><B>EXHIBIT 10.12</B></FONT>



<P align="center" style="font-size: 8pt"><FONT style="font-size: 12pt"><B>AMENDED AND RESTATED</B></FONT>



<P align="center" style="font-size: 12pt"><B>EMPLOYMENT AGREEMENT</B>



<P align="left" style="font-size: 12pt; text-indent: 8%">This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this &#147;<U>Agreement</U>&#148;) is made as of
December&nbsp;22, 2008, by and between Avatar Holdings Inc., a Delaware corporation (the
&#147;<U>Company</U>&#148;), and Randy Kotler (the &#147;<U>Employee</U>&#148;), and amends and restates in its
entirety the employment agreement dated June&nbsp;26, 2007 between the Company and the Employee (the
&#147;<U>Original Agreement</U>&#148;).


<P align="center" style="font-size: 12pt">W I T N E S S E T H



<P align="left" style="font-size: 12pt; text-indent: 8%">WHEREAS, the Employee is currently employed by the Company;


<P align="left" style="font-size: 12pt; text-indent: 8%">WHEREAS, the Company desires to amend the Original Agreement to comply with Section&nbsp;409A of
the Internal Revenue Code of 1986, as amended (the &#147;<U>Code</U>&#148;) as permitted under the guidance
promulgated thereunder (collectively &#147;<U>Section&nbsp;409A</U>&#148;); and


<P align="left" style="font-size: 12pt; text-indent: 8%">WHEREAS, such Agreement shall supersede the Original Agreement.


<P align="left" style="font-size: 12pt; text-indent: 8%">NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth,
the parties hereto agree as follows:


<P align="left" style="font-size: 12pt; text-indent: 8%">1.&nbsp;<U>Employment and Term</U>. The Company hereby employs the Employee, and the Employee
hereby accepts employment by the Company, in the capacity and upon the terms and conditions set
forth herein. The term of employment under this Agreement shall be for the period commencing July
9, 2007 and ending on July&nbsp;8, 2010, unless earlier terminated as herein provided (the &#147;<U>Term of
Employment</U>&#148;).


<P align="left" style="font-size: 12pt; text-indent: 8%">2.&nbsp;<U>Duties</U>. During the Term of Employment, the Employee shall serve as the Company&#146;s
Executive Vice President and Chief Financial Officer, and shall perform such duties, functions and
responsibilities as are customarily associated with and incident to the positions of Executive Vice
President and Chief Financial Officer and as the Company may, from time to time, require of him,
including, but not limited to, the performance of such functions and duties for the Company&#146;s
subsidiaries or affiliates (the Company and the foregoing entities being referred to herein
collectively as the &#147;<U>Avatar Entities</U>&#148; and each as an &#147;<U>Avatar Entity</U>&#148;), subject to
the direction of the Company&#146;s Board of Directors. The Employee shall serve the Company
faithfully, conscientiously and to the best of the Employee&#146;s ability and shall promote the
interests and reputation of the Company. Except as expressly provided herein, unless prevented by
sickness or disability, the Employee shall devote all of his time, attention, knowledge, energy and
skills, during normal working hours, and at such other times as the Employee&#146;s duties may
reasonably require, to the duties of the Employee&#146;s employment. The principal place of employment
of the Employee shall be the principal executive offices of the Company and/or such other location
within fifty (50)&nbsp;miles of Company&#146;s current principal place of business as shall be necessary for
the Employee to discharge the Employee&#146;s duties hereunder. The Employee acknowledges that in the
course of employment the Employee may be required, from time to time, to travel on behalf of the
Company.


<P align="left" style="font-size: 12pt; text-indent: 8%">3.&nbsp;<U>Compensation and Benefits</U>. As full and complete compensation for the Employee&#146;s
execution and delivery of this Agreement and performance of any services hereunder, the Company
shall pay, grant or provide the Employee, and the Employee agrees to accept, the following
compensation and benefits:


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;<U>Base Salary</U>. The Company shall pay the Employee a base salary (&#147;<U>Base
Salary</U>&#148;) at an annual rate of $350,000 payable at such times and in accordance with the
standard payroll practices of the Company. On an annual basis or at such other times as the
Company may determine, the Employee&#146;s Base Salary shall be reviewed, and in the sole discretion of
the Board of Directors of the Company, the Company may increase (but not decrease) the Employee&#146;s
Base Salary.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;<U>Signing Bonus</U>. Upon the commencement of his employment, the Company shall pay to
the Employee by July&nbsp;15, 2007, a signing bonus of $100,000. In the event the Employee&#146;s employment
with the Company is terminated for any reason prior to July&nbsp;8, 2008, other than a termination
following a Change in Control (as defined below) of the Company or a termination by the Company
Without Cause (as defined below), then the Employee shall repay 100% of the signing bonus without
interest within ten (10)&nbsp;days of the Date of Termination (as defined below).


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;<U>Annual Bonus</U>. During the Term of Employment hereunder, the Company shall pay
Employee, and Employee shall accept from the Company for Employee&#146;s services, in addition to
Employee&#146;s Base Salary, an annual cash bonus (the &#147;<U>Annual Bonus</U>&#148;) of (i) $100,000 for the
Employee&#146;s first year of employment and (ii)&nbsp;an amount, for the second and third year of
employment, to be determined by the Company based on criteria established by the Company prior to
such annual period, in each case, in its sole discretion, which shall be targeted at $200,000 but
shall be no less than $100,000. Such Annual Bonus shall be payable in accordance with the
Company&#146;s policy with respect to the compensation of executives, and in no event later than the
15th day of the third month following the end of the fiscal year to which the Annual Bonus relates.


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;<U>Employee Benefits</U>. The Company shall afford the Employee the opportunity to
participate during the Term of Employment in any medical, dental, disability insurance, retirement,
savings and any other employee benefits plans or programs (including perquisites) which the Company
maintains for senior executives of the Avatar Entities. Nothing in this Agreement shall require
any Avatar Entity to establish, maintain or continue any benefit programs already in existence or
hereafter adopted for senior executives of the Avatar Entities, and nothing in this Agreement shall
restrict the right of the Avatar Entities to amend, modify or terminate any such benefit program.


<P align="left" style="font-size: 12pt; text-indent: 4%">(e)&nbsp;<U>Expenses</U>. The Employee shall be entitled to reimbursement or payment of
reasonable business expenses (in accordance with the Company&#146;s policies for its senior executives,
as the same may be amended from time to time in the Company&#146;s sole discretion), following the
Employee&#146;s submission of appropriate receipts and/or vouchers to the Company. Notwithstanding
anything in this Agreement to the contrary, expense reimbursements shall be made by the Company no
later than the end of the calendar year following the calendar year in which the expense is
incurred.


<P align="left" style="font-size: 12pt; text-indent: 4%">(f)&nbsp;<U>Automobile Allowance</U>. During the Term of Employment, the Company shall pay the
Employee a monthly allowance in the amount of $1,000, for the purpose of obtaining and maintaining
an automobile of his choice, payable at such times and in accordance with the standard payroll
practices of the Company. Except for the payment of the automobile allowance, the Company shall
have no other duty, responsibility or liability on account of Employee&#146;s automobile.


<P align="left" style="font-size: 12pt; text-indent: 4%">(g)&nbsp;<U>Vacations, Holidays or Temporary Leave</U>. The Employee shall be entitled to take
such amount of vacation per year as is permitted pursuant to and in accordance with the policies of
the Company for its senior executives (as such policies may be amended from time to time or
terminated in the Company&#146;s sole discretion), without loss or diminution of compensation. Such
vacation shall be taken at such time or times, and as a whole or in increments, as the Employee
shall elect, consistent with the reasonable needs of the Company&#146;s business. The Employee shall
further be entitled to the number of paid holidays, and leaves for illness or temporary disability
in accordance with the policies of the Company for its senior executives (as such policies may be
amended from time to time or terminated in the Company&#146;s sole discretion).


<P align="left" style="font-size: 12pt; text-indent: 8%">4.&nbsp;<U>Protection of Confidential Information; Ownership Interests in Competing
Businesses</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;<U>Trade Secrets and Know-how</U>.


<P align="left" style="font-size: 12pt; text-indent: 13%">(i)&nbsp;During the Term of Employment and for all time following the Date of Termination (as
defined below), the Employee shall not, directly or indirectly, use, furnish or make accessible to
any person, firm or corporation or other business entity, whether or not he, she, or it competes
with the business of the Company or any other Avatar Entity, (x)&nbsp;any trade secret or know-how
acquired by the Employee during the Employee&#146;s employment by the Company which relates to the
business practices, methods, processes or other confidential or secret aspects of the business of
any of the Avatar Entities, (y)&nbsp;any information concerning the business and affairs of the Avatar
Entities and (z)&nbsp;any notes, analyses, compilations, studies, summaries and other material prepared
by or for the Company continuing or based, in whole or in part, on any information included in
clause (x)&nbsp;or (y)&nbsp;above, without the prior written consent of the Company (such information,
subject to Section&nbsp;4(a)(ii) below, being referred to as the &#147;<U>Confidential Information</U>&#148;).


<P align="left" style="font-size: 12pt; text-indent: 13%">(ii)&nbsp;Confidential Information shall not include any information or documents that (A)&nbsp;are or
become publicly available without breach by the Employee of Section&nbsp;4(a)(i) hereof, (B)&nbsp;the
Employee receives from any third party who, to the best of the Employee&#146;s knowledge upon reasonable
inquiry, is not in breach of an obligation of confidence with any of the Avatar Entities, or (C)&nbsp;is
required to be disclosed by law, statute, governmental or judicial proceeding; <U>provided</U>,
<U>however</U>, that in the event that the Employee is requested by any governmental or judicial
authority to disclose any Confidential Information, the Employee shall give the Company prompt
notice of such request, such that the Company may seek a protective order or other appropriate
relief, and in any such proceeding the Employee shall disclose only so much of the Confidential
Information as is required to be disclosed.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;<U>Ownership Interests in Competing Businesses</U>. In the event that the Employee
desires to acquire an equity interest in any privately-owned entity that competes directly or
indirectly with any Avatar Entity, the Employee shall seek, and any such investment by the Employee
shall require, the prior written consent of the Company, which consent may be withheld by the
Company in its sole discretion. Notwithstanding the foregoing, the Employee may acquire a passive
and non-controlling equity interest (not exceeding 5% of the equity or voting interest) in any
publicly-owned entity that competes directly or indirectly with any Avatar Entity, subject to his
compliance with law and Company policy.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;<U>Remedies</U>. The Employee acknowledges that his services are of a special, unique
and extraordinary character and, his position with the Avatar Entities places him in a substantial
relationship and a position of confidence and trust with specific prospective or existing
customers, suppliers and employees of the Avatar Entities, and that in connection with his services
to the Avatar Entities, the Employee will have access to confidential business or professional
information vital to the businesses of the Avatar Entities. The Employee further acknowledges that
in view of the nature of the business in which the Avatar Entities are engaged, the foregoing
restrictive covenants in this Section&nbsp;4 are reasonable and necessary in order to protect the
legitimate business interests of the Avatar Entities and that violation thereof would result in
irreparable injury to the Avatar Entities. Accordingly, the Employee consents and agrees that if
the Employee violates or threatens to violate any of the provisions of this Section&nbsp;4 the Avatar
Entities would sustain irreparable harm and, therefore, any of the Avatar Entities shall be
entitled to obtain from any court of competent jurisdiction, temporary, preliminary and/or
permanent injunctive relief as well as damages, attorneys&#146; fees and costs, and an equitable
accounting of all earnings, profits and other benefits arising from such violation, which rights
shall be cumulative and in addition to any other rights or remedies in law or equity to which any
of the Avatar Entities may be entitled.


<P align="left" style="font-size: 12pt; text-indent: 8%">5.&nbsp;<U>Termination of Employment</U>:


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;The Employee&#146;s employment with the Company shall terminate upon the occurrence of any of
the following events (the date of each such event, the &#147;<U>Date of Termination</U>&#148;):


<P align="left" style="font-size: 12pt; text-indent: 8%">(i)&nbsp;on July&nbsp;8, 2010 (absent the parties having entered into a written agreement for the
renewal or extension of this Agreement); <U>provided</U>, <U>however</U>, that the Company shall
provide the Employee with a written notice (the &#147;<U>Notice</U>&#148;), no less than 180&nbsp;days before the
end of the Term of Employment, informing the Employee whether or not it wishes to renew the
Agreement for an additional one-year renewal period (the &#147;<U>Renewal Period</U>&#148;), on the same
terms and conditions as set forth herein. If such Notice is not provided, the Employee will have
the option of renewing this Agreement for the Renewal Period;


<P align="left" style="font-size: 12pt; text-indent: 8%">(ii)&nbsp;the death of the Employee during the Term of Employment;


<P align="left" style="font-size: 12pt; text-indent: 8%">(iii)&nbsp;at any time upon written notice to the Employee from the Company of termination of his
employment due to Disability (as defined below) of the Employee during the Term of Employment;


<P align="left" style="font-size: 12pt; text-indent: 8%">(iv)&nbsp;at any time upon written notice to the Employee from the Company of termination of his
employment for Cause (as defined below);


<P align="left" style="font-size: 12pt; text-indent: 8%">(v)&nbsp;at any time upon written notice to the Employee from the Company of termination of his
employment Without Cause (as defined below);


<P align="left" style="font-size: 12pt; text-indent: 8%">(vi)&nbsp;the resignation by the Employee for Good Reason (as defined below) during the Term of
Employment;


<P align="left" style="font-size: 12pt; text-indent: 8%">(vii)&nbsp;the resignation by the Employee Without Good Reason (as defined below) during the Term
of Employment; or


<P align="left" style="font-size: 12pt; text-indent: 8%">(viii)&nbsp;by mutual written agreement of the parties.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;For purposes of this Agreement, the &#147;<U>Disability</U>&#148; of the Employee shall mean the
Employee&#146;s inability, because of mental or physical illness or incapacity, whether total or
partial, to perform one or more material functions of the Employee&#146;s employment under this
Agreement with or without reasonable accommodation and which entitles the Employee to receive
benefits under a disability plan or program that is provided to the Employee pursuant to Section
3(b), if any.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;For purposes of this Agreement, the term &#147;<U>Cause</U>&#148; shall mean the Employee&#146;s (i)
conviction or entry of a plea of guilty or <I>nolo contendere</I>, with respect to any felony, in each
case that the Board of Directors of the Company determines in good faith is or may become
materially harmful to any Avatar Entity (either financially or with respect to such Avatar Entity&#146;s
business reputation), (ii)&nbsp;commission of any act of willful misconduct, gross negligence, fraud or
dishonesty, in each case that the Board of Directors of the Company determines in good faith is or
may become materially harmful to any Avatar Entity (either financially or with respect to such
Avatar Entity&#146;s business reputation) or (iii)&nbsp;violation of any material term of this Agreement or
any material written policy of the Company or any Avatar Entity; <U>provided</U>, that, in the
case of clauses (ii)&nbsp;and (iii), the Company first deliver written notice of such violation to the
Employee and the Employee shall not have cured such violation within thirty (30)&nbsp;days after receipt
of such written notice (the &#147;<U>Cure Period</U>&#148;); and <U>provided</U> <U>further</U>, that if
upon expiration of the Cure Period such violation has not been cured and the Company determines, in
its sole discretion, that the Employee is using his best efforts to cure such violation and such
violation is capable of being cured, the Company shall provide the Employee, pursuant to a written
notice, a reasonable amount of additional time (the &#147;<U>Extended Cure Period</U>&#148;) to cure such
violation but in no event shall such Extended Cure Period exceed forty-five (45)&nbsp;days from the date
on which the initial Cure Period expired.


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;For purposes of this Agreement, &#147;<U>Without Cause</U>&#148; shall mean any reason other than
the reasons described in Sections&nbsp;5(a)(i), 5(a)(ii), 5(a)(iii) and 5(a)(iv) hereof. For the
avoidance of doubt, the parties acknowledge that the termination of the Employee&#146;s employment
hereunder pursuant to Section&nbsp;5(a)(i) upon expiration of the Term of Employment shall not
constitute a termination &#147;Without Cause.&#148; The parties expressly agree that a termination of
employment Without Cause pursuant to Section&nbsp;5(a)(v) hereof may be for any reason whatsoever, or
for no reason, in the sole discretion of the Company.


<P align="left" style="font-size: 12pt; text-indent: 4%">(e)&nbsp;For purposes of this Agreement, &#147;<U>Good Reason</U>&#148; shall mean (i)&nbsp;any assignment of
material duties to the Employee other than those contemplated by this Agreement, provided that the
Company shall have thirty (30)&nbsp;days after receipt of written notice by the Employee to cure and
(ii)&nbsp;a material reduction in Base Salary, or a material reduction in fringe benefits (other than a
material reduction in fringe benefits generally applicable to senior executives of the Company) or
any other material failure by the Company to perform its material obligations, provided that the
Company shall have thirty (30)&nbsp;days after receipt of written notice by the Employee to cure. For
the avoidance of doubt, the parties acknowledge that the termination of the Employee&#146;s employment
hereunder pursuant to Section&nbsp;5(a)(i) upon expiration of the Term of Employment shall not
constitute a termination for &#147;Good Reason.&#148; &#147;Good Reason&#148; shall not be deemed to occur solely as a
result of Change in Control, including without limitation any transaction in which the Company
becomes a wholly-owned subsidiary of another company, so long as the Employee&#146;s duties and
responsibilities following such Change in Control are not materially reduced as they relate
primarily to the Company and the other Avatar Entities prior to such Change in Control.


<P align="left" style="font-size: 12pt; text-indent: 4%">(f)&nbsp;For purposes of this Agreement, &#147;<U>Without Good Reason</U>&#148; shall mean any reason other
than that defined in this Agreement as constituting Good Reason.


<P align="left" style="font-size: 12pt; text-indent: 4%">(g)&nbsp;For purposes of this Agreement, &#147;<U>Change in Control</U>&#148; shall mean any of the
following events: (a)&nbsp;a person or entity or group of persons or entities, acting in concert,
becomes the direct or indirect beneficial owner (within the meaning of Rule&nbsp;13d-3 of the Securities
Exchange Act of 1934, as amended) of securities of the Company representing 50.1% or more of the
combined voting power of the issued and outstanding common stock of the Company; (b)&nbsp;the Board of
Directors of the Company approves any merger, consolidation or like business combination or
reorganization of the Company, the consummation of which would result in the occurrence of the
event described in clause (a)&nbsp;above, and such transaction shall have been consummated; (c)&nbsp;the
Company ceases to be engaged, directly or indirectly, and does not intend to be engaged at any time
in the foreseeable future, in any real estate business; or (d)&nbsp;the Company sells, transfers or
otherwise disposes of all or substantially all of its assets in one transaction or a series of
transactions. The date on which a Change in Control is consummated, with respect to clauses (a)
and (b), or occurs, with respect to clauses (c)&nbsp;and (d), is herein referred to as the &#147;<U>Change
in Control Date</U>.&#148;


<P align="left" style="font-size: 12pt; text-indent: 8%">6.&nbsp;<U>Payments Upon Termination of Employment</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;<U>Termination upon Expiration of Term of Employment</U>. If the Employee&#146;s employment
hereunder is terminated pursuant to Section&nbsp;5(a)(i), the Company shall pay or provide to the
Employee (i)&nbsp;in a lump sum payment within thirty (30)&nbsp;days following the Date of Termination, all
Base Salary pursuant to Section 3(a) hereof and any vacation pay pursuant to Section 3(g) hereof,
in each case which has been earned but has not been paid as of the Date of Termination, (ii)&nbsp;any
Annual Bonus which has been earned but has not been paid as of the Date of Termination, payable in
a lump sum payment in accordance with Section&nbsp;3(c), and (iii)&nbsp;any benefits to which the Employee
may be entitled under any employee benefits plan or program pursuant to Section 3(d) hereof in
which he is a participant in accordance with the terms of such plan or program up to and including
the Date of Termination.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;<U>Death or Disability</U>. If the Employee&#146;s employment hereunder is terminated due to
the Employee&#146;s death or Disability pursuant to Sections&nbsp;5(a)(ii) or (iii)&nbsp;hereof, the Company shall
pay or provide to the Employee, his designated beneficiary or to his estate (i)&nbsp;in a lump sum
payment within thirty (30)&nbsp;days following the Date of Termination, all Base Salary pursuant to
Section 3(a) hereof and any vacation pay pursuant to Section 3(g) hereof, in each case which has
been earned but has not been paid as of the Date of Termination, (ii)&nbsp;a prorated Annual Bonus as of
Date of Termination, payable in a lump sum payment in accordance with Section 3(c) and (iii)&nbsp;any
benefits to which the Employee may be entitled under any employee benefits plan or program pursuant
to Section 3(d) hereof in which he is a participant in accordance with the terms of such plan or
program up to and including the Date of Termination. Should the Company wish to purchase insurance
to cover the costs associated with the Employee&#146;s termination of employment pursuant to Sections
5(a)(ii) or (iii), the Employee agrees to execute any and all necessary documents necessary to
effectuate such insurance.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;<U>Termination for Cause or Resignation Without Good Reason</U>. If the Employee&#146;s
employment hereunder is terminated pursuant to Section&nbsp;5(a)(iv) or Section&nbsp;5(a)(vii), the Company
shall pay or provide to the Employee (i)&nbsp;in a lump sum payment within thirty (30)&nbsp;days following
the Date of Termination, all Base Salary pursuant to Section 3(a) hereof, and any vacation pay
pursuant to Section 3(g) hereof, in each case which has been earned but has not been paid as of the
Date of Termination, and (ii)&nbsp;any benefits to which the Employee may be entitled under any employee
benefits plan or program pursuant to Section 3(d) hereof in which he is a participant in accordance
with the terms of such plan or program up to and including the Date of Termination, in each case
subject to set-off, counterclaim, recoupment, defense or any other claim, right or cause of action
which the Company may have against the Employee or others.


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;<U>Termination Without Cause or Resignation For Good Reason</U>. If the Employee&#146;s
employment hereunder is terminated by the Company Without Cause pursuant to Section&nbsp;5(a)(v), or due
to the Employee&#146;s resignation for Good Reason pursuant to Section&nbsp;5(a)(vi), then:


<P align="left" style="font-size: 12pt; text-indent: 8%">(i)&nbsp;The Company shall continue to pay the Employee his full Base Salary in accordance with
normal payroll practices and Annual Bonus in accordance with Section 3(c) and without interest
through July&nbsp;8, 2010 at the rate in effect at the time notice of the termination of the Employee&#146;s
employment is given in accordance with Section&nbsp;5(a)(v) or Section&nbsp;5(a)(vi) hereof, as the case may
be, with each payment due during such period hereby designated a &#147;separate payment&#148; for purposes of
Section&nbsp;409A; and


<P align="left" style="font-size: 12pt; text-indent: 8%">(ii)&nbsp;The Employee shall be entitled to participate in all employee benefit plans and programs
to the extent applicable to other senior executives of the Company (provided that the Employee&#146;s
continued participation is permissible under the general terms and provisions of such plans and
programs) through July&nbsp;8, 2010. In the event that the Employee&#146;s participation in any such plan or
program is not permitted, the Employee shall be entitled to receive an amount equal to the annual
contributions, payments, credits or allocations made by the Company to the Employee&#146;s account or on
the Employee&#146;s behalf under such plans and programs.


<P align="left" style="font-size: 12pt; text-indent: 4%">(e)&nbsp;<U>No Other Payments</U>. Except as provided in this Section&nbsp;6 and except as may
otherwise be provided pursuant to any written incentive award agreement between the Employee and
the Company, the Employee shall not be entitled to receive any other payments or benefits from the
Company due to the termination of his employment, including but not limited to, any employee
benefits under any of the Company&#146;s employee benefits plans or programs (other than at the
Employee&#146;s expense under the Consolidated Omnibus Budget Reconciliation Act of 1985 or pursuant to
the terms of any pension plan which the Company may have in effect from time to time) or any right
to be paid severance pay. If the Employee is entitled to any notice or payment in lieu of any
notice of termination required by federal, state or local law, including but not limited to the
Worker Adjustment and Retraining Notification Act, the Company&#146;s obligation to make payments
pursuant to Section 6(d) shall be reduced by the amount of any such payment in lieu of notice.


<P align="left" style="font-size: 12pt; text-indent: 4%">(f)&nbsp;<U>Conditions to Payments upon Termination of Employment</U>. Notwithstanding anything
to the contrary contained in this Agreement, all payments and benefits to the Employee provided
pursuant to this Section&nbsp;6 shall be subject to the Employee&#146;s compliance with Section&nbsp;4.


<P align="left" style="font-size: 12pt; text-indent: 8%">7.&nbsp;<U>No Conflicting Agreements; Indemnification</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;The Employee hereby represents and warrants that he is not a party to any agreement, or
non-competition or other covenant or restriction contained in any agreement, commitment,
arrangement or understanding (whether oral or written), which would in any way conflict with or
limit his ability to commence work on the first day of the Term of Employment or would otherwise
limit his ability to perform all responsibilities in accordance with the terms and subject to the
conditions of this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;The Employee agrees that the compensation provided in Section&nbsp;3 represents the sole
compensation to be paid to the Employee in respect of the services performed or to be performed for
the Avatar Entities by the Employee (other than any incentive compensation paid or to be paid to
the Employee pursuant to any written incentive award agreement between the Employee and the
Company).


<P align="left" style="font-size: 12pt; text-indent: 8%">8.&nbsp;<U>Section&nbsp;409A of the Code</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;If any payment, compensation or other benefit provided to the Employee in connection with
his employment termination is determined, in whole or in part, to constitute &#147;nonqualified deferred
compensation&#148; within the meaning of Section&nbsp;409A and the Employee is a specified employee as
defined in Section&nbsp;409A(a)(2)(B)(i), no part of such payments shall be paid before the day that is
six (6)&nbsp;months plus one (1)&nbsp;day after the date of termination or earlier death (the &#147;<U>New
Payment Date</U>&#148;). The aggregate of any payments that otherwise would have been paid to the
Employee during the period between the date of termination and the New Payment Date shall be paid
to the Employee in a lump sum on such New Payment Date. Thereafter, any payments that remain
outstanding as of the day immediately following the New Payment Date shall be paid without delay
over the time period originally scheduled, in accordance with the terms of this Agreement.
Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any
ongoing welfare benefits to the Employee that would not be required to be delayed if the premiums
therefor were paid by the Employee, the Employee shall pay the full cost of premiums for such
welfare benefits during the six-month period and the Company shall pay the Employee an amount equal
to the amount of such premiums paid by the Employee during such six-month period promptly after its
conclusion. A termination of employment shall not be deemed to have occurred for purposes of any
provision of this Agreement providing for the payment of any amounts or benefits subject to Section
409A upon or following a termination of employment unless such termination is also a &#147;separation
from service&#148; within the meaning of Section&nbsp;409A, and for purposes of any such provision of this
Agreement, references to a &#147;resignation,&#148; &#147;termination,&#148; &#147;terminate,&#148; &#147;termination of employment&#148;
or like terms shall mean separation from service.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;All reimbursements for costs and expenses under this Agreement shall be paid in no event
later than the end of the calendar year following the calendar year in which the Employee incurs
such expense. With regard to any provision herein that provides for reimbursement of costs and
expenses or in-kind benefits, except as permitted by Section&nbsp;409A, (i)&nbsp;the right to reimbursement
or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (ii)
the amount of expenses eligible for reimbursements or in-kind benefits provided during any taxable
year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in
any other taxable year, provided, however, that the foregoing clause (ii)&nbsp;shall not be violated
with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code
solely because such expenses are subject to a limit related to the period the arrangement is in
effect.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;The parties acknowledge and agree that the interpretation of Section&nbsp;409A and its
application to the terms of this Agreement is uncertain and may be subject to change as additional
guidance and interpretations become available. Anything to the contrary herein notwithstanding,
all benefits or payments provided by the Company to the Employee that would be deemed to constitute
&#147;nonqualified deferred compensation&#148; within the meaning of Section&nbsp;409A are intended to comply with
Section&nbsp;409A. If, however, any such benefit or payment is deemed to not comply with Section&nbsp;409A,
the Company and the Employee agree to renegotiate in good faith any such benefit or payment
(including, without limitation, as to the timing of any severance payments payable hereof) so that
either (i)&nbsp;Section&nbsp;409A will not apply or (ii)&nbsp;compliance with Section&nbsp;409A will be achieved;
provided, however, that any resulting renegotiated terms shall provide to the Employee the
after-tax economic equivalent of what otherwise has been provided to the Employee pursuant to the
terms of this Agreement, and provided further, that any deferral of payments or other benefits
shall be only for such time period as may be required to comply with Section&nbsp;409A.


<P align="left" style="font-size: 12pt; text-indent: 8%">9.&nbsp;<U>Deductions and Withholding</U>. The Employee agrees that the Company shall withhold
from any and all compensation required to be paid to the Employee pursuant to this Agreement all
federal, state, local and/or other taxes which the Company determines are required to be withheld
in accordance with applicable statutes and/or regulations from time to time in effect and all
amounts required to be deducted in respect of the Employee&#146;s coverage under applicable employee
benefit plans.


<P align="left" style="font-size: 12pt; text-indent: 8%">10.&nbsp;<U>Entire Agreement</U>. This Agreement and any written incentive award agreement
entered into from time to time between the Employee and the Company, collectively embody the entire
agreement of the parties with respect to the Employee&#146;s employment with the Company and supersede
any other prior oral or written agreements between the Employee and any Avatar Entity (including
the Original Agreement). This Agreement may not be modified or terminated orally but only by an
agreement in writing signed by the parties hereto.


<P align="left" style="font-size: 12pt; text-indent: 8%">11.&nbsp;<U>Waiver</U>. The waiver by the Company of a breach of any provision of this Agreement
by the Employee shall not operate or be construed as a waiver of any subsequent breach by the
Employee. The waiver by the Employee of a breach of any provision of this Agreement by the Company
shall not operate or be construed as a waiver of any subsequent breach by the Company.


<P align="left" style="font-size: 12pt; text-indent: 8%">12.&nbsp;<U>Governing Law</U>. This Agreement shall be subject to, and governed by, the laws of
the State of Florida applicable to contracts made and to be performed in the State of Florida,
regardless of where the Employee is in fact required to work.


<P align="left" style="font-size: 12pt; text-indent: 8%">13.&nbsp;<U>Jurisdiction</U>. Any legal suit, action or proceeding against any party hereto
arising out of or relating to this Agreement shall be instituted in a federal or state court in
Dade County or Broward County in the State of Florida and each party hereto waives any objection
which it may now or hereafter have to the laying of venue of any such suit, action or proceeding
and each party hereto irrevocably submits to the jurisdiction of any such court in any suit, action
or proceeding.


<P align="left" style="font-size: 12pt; text-indent: 8%">14.&nbsp;<U>Assignability</U>. The obligations of the Employee may not be delegated and, except
as expressly provided in Section 6(b) relating to the designation of beneficiaries, the Employee
may not, without the Company&#146;s written consent thereto, assign, transfer, convey, pledge, encumber,
hypothecate or otherwise dispose of this Agreement or any interest therein. Any such attempted
delegation or disposition shall be null and void and without effect. This Agreement and all of the
Company&#146;s rights and obligations hereunder shall be binding upon and inure to the benefit of any
successors and assigns of the Company. This Agreement may be assigned or transferred by the
Company to, and may be assumed by, any other Avatar Entity or successor thereof. The term
&#147;<U>successor</U>&#148; shall mean, with respect to any Avatar Entity, and any other corporation or
other business entity which, by merger, consolidation, purchase of the assets, or otherwise,
acquires all or a material part of the assets of such Avatar Entity. Except as expressly provided
in Section 6(e) hereof, any assignment by the Company of its rights and obligations hereunder to
any affiliate of or successor shall not be considered a termination of employment for purposes of
this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 8%">15.&nbsp;<U>Severability</U>. If any provision of this Agreement as applied to either party or to
any circumstances shall be adjudged by a court of competent jurisdiction to be void or
unenforceable, the same shall in no way affect any other provision of this Agreement or the
validity or enforceability of this Agreement. If any court construes any of the provisions of
Section&nbsp;4 hereof, or any part thereof, to be unreasonable because of the duration of such provision
or the scope thereof, such court may reduce the duration or restrict the scope of such provision
and enforce such provision as so reduced or restricted.


<P align="left" style="font-size: 12pt; text-indent: 8%">16.&nbsp;<U>Notices</U>. All notices to the Employee hereunder shall be in writing and shall be
delivered personally or sent by registered or certified mail, return receipt requested, to:


<P align="left" style="font-size: 12pt; text-indent: 13%">Randy Kotler


<P align="left" style="font-size: 12pt; text-indent: 13%">8863 Valhalla Drive


<P align="left" style="font-size: 12pt; text-indent: 13%">Del Ray Beach, FL 33446


<P align="left" style="font-size: 12pt">All notices to the Company hereunder shall be in writing and shall be delivered personally or sent
by registered or certified mail, return receipt requested, to:


<P align="left" style="font-size: 12pt; text-indent: 13%">Avatar Holdings Inc.


<P align="left" style="font-size: 12pt; text-indent: 13%">201 Alhambra Circle


<P align="left" style="font-size: 12pt; text-indent: 13%">12th Floor


<P align="left" style="font-size: 12pt; text-indent: 13%">Coral Gables, Florida 33134


<P align="left" style="font-size: 12pt; text-indent: 13%">Attention: President


<P align="left" style="font-size: 12pt; text-indent: 13%">Facsimile: (305)&nbsp;448-7876


<P align="left" style="font-size: 12pt; text-indent: 13%">and with a copy to:


<P align="left" style="font-size: 12pt; text-indent: 13%">Weil, Gotshal &#038; Manges LLP


<P align="left" style="font-size: 12pt; text-indent: 13%">767 Fifth Avenue


<P align="left" style="font-size: 12pt; text-indent: 13%">New York, New York 10153


<P align="left" style="font-size: 12pt; text-indent: 13%">Attention: R. Todd Lang, Esq.


<P align="left" style="font-size: 12pt; text-indent: 13%">Facsimile: (212)&nbsp;310-8007


<P align="left" style="font-size: 12pt">Either party may change the address to which notices shall be sent by sending written notice of
such change of address to the other party.


<P align="left" style="font-size: 12pt; text-indent: 8%">17.&nbsp;<U>Section&nbsp;Headings</U>. The section headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or interpretation of this
Agreement.


<P align="left" style="font-size: 12pt; text-indent: 8%">18.&nbsp;<U>Counterparts</U>. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which taken together shall constitute one and
the same instrument.


<P align="left" style="font-size: 12pt; text-indent: 8%">19.&nbsp;<U>Attorneys&#146; Fees</U>. In the event that either party hereto commences litigation
against the other to enforce such party&#146;s rights hereunder, the prevailing party shall be entitled
to recover all costs, expenses and fees, including reasonable attorneys&#146; fees (including in-house
counsel), paralegals&#146; fees, and legal assistants&#146; fees through all appeals.


<P align="left" style="font-size: 12pt; text-indent: 8%">20.&nbsp;<U>Neutral Construction</U>. Each party to this Agreement was represented by counsel, or
had the opportunity to consult with counsel. No party may rely on any drafts of this Agreement in
any interpretation of the Agreement. Each party to this Agreement has reviewed this Agreement and
has participated in its drafting and, accordingly, no party shall attempt to invoke the normal rule
of construction to the effect that ambiguities are to be resolved against the drafting party in any
interpretation of this Agreement.


<P align="center" style="font-size: 12pt">(signature page follows)



<P align="center" style="font-size: 10pt; display: none; text-indent: 8%">1
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<P align="left" style="font-size: 12pt">IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date
first above written.


<P align="left" style="font-size: 12pt; text-indent: 21%">AVATAR HOLDINGS INC.


<P align="left" style="font-size: 12pt; text-indent: 21%">By:<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>/s/ Gerald D. Kelfer<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Name: Gerald D. Kelfer<BR>
Title: Chief Executive Officer<BR>



<P align="left" style="margin-left:2%; font-size: 12pt; text-indent: 21%">/s/ Randy Kotler


<P align="left" style="font-size: 12pt">Randy Kotler



<P align="center" style="font-size: 10pt; display: none">2


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<P align="right" style="font-size: 10pt"><FONT style="font-size: 8pt"><B>EXHIBIT 10.13</B></FONT>



<P align="center" style="font-size: 8pt"><FONT style="font-size: 12pt"><B>AMENDED AND RESTATED RESTRICTED STOCK UNIT AGREEMENT</B></FONT>



<P align="left" style="font-size: 12pt; text-indent: 8%">This AMENDED AND RESTATED RESTRICTED STOCK UNIT AGREEMENT (&#147;<U>Agreement</U>&#148;) dated December
22, 2008, is made by and between Avatar Holdings Inc., a Delaware corporation (the
&#147;<U>Company</U>&#148;) and Randy Kotler (the &#147;<U>Participant</U>&#148;) and amends and restates in its
entirety the Restricted Stock Unit Agreement, by and between the Company and the Participant, dated
June&nbsp;26, 2007 (the &#147;<U>Original Agreement</U>&#148;).


<P align="left" style="font-size: 12pt; text-indent: 8%">The Company and the Participant wish to provide for certain modifications to the Original
Agreement to comply with Section&nbsp;409A of the Internal Revenue Code of 1986, as amended (the
&#147;<U>Code</U>&#148;) and wish to amend, restate and supersede the Original Agreement, all upon the terms
and conditions set forth herein.


<P align="left" style="font-size: 12pt; text-indent: 8%">The award granted to the Participant pursuant to the Original Agreement remains in effect as
amended and restated in this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">1.&nbsp;AWARD. Pursuant to the provisions of the Avatar Holdings Inc. Amended and Restated 1997
Incentive and Capital Accumulation Plan (2005 Restatement), as the same has been and may be
amended, restated, modified or supplemented (the &#147;<U>Plan</U>&#148;), the Committee (as defined in the
Plan, the &#147;<U>Committee</U>&#148;) awarded to the Participant, on July&nbsp;9, 2007, subject to the terms
and conditions of the Plan and the terms and conditions set forth herein, an opportunity to receive
2,500 Performance Conditioned Restricted Stock Units (&#147;<U>Units</U>&#148;). Capitalized terms used but
not defined herein shall have the meanings assigned to them in the Plan. This award is intended to
constitute a Performance-Based Award within the meaning of the Plan.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.&nbsp;TERMS AND CONDITIONS. The award evidenced by this Agreement is subject to the following
terms and conditions:


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;Subject to Section&nbsp;4 hereof, the Participant shall be granted, automatically and without
further authorization on the part of the Committee, 2,500 Units upon satisfaction of the following
condition (the date on which such condition is satisfied is hereinafter referred to as the
&#147;<U>Grant Date</U>&#148;): (i)&nbsp;the closing stock price of the Common Stock on its principal trading
market shall have been at least $80.86 per share for twenty (20)&nbsp;trading days out of thirty (30)
consecutive trading days or (ii)&nbsp;the Company consummates a transaction which results in the
stockholders of the Company receiving cash, securities, or other property (or any combination
thereof) having a &#147;value&#148; as determined by the Committee of at least $80.86 per share in either
case, during the period beginning on July&nbsp;9, 2007 and ending on July&nbsp;8, 2010 (the &#147;<U>Hurdle Price
Condition</U>&#148;); <U>provided</U>, <U>however</U>, that, except as provided in Sections 4(c) and
4(d), no Units shall be granted if the Participant&#146;s employment with the Company has terminated for
any reason on or prior to the time the Hurdle Price Condition is satisfied. For purposes of this
Section&nbsp;2(a), &#147;<U>value</U>&#148; shall mean the amount received by the stockholders of the Company
taking into account the net present value of any debt, securities, future payments, contingent
rights or other non-cash consideration to be paid to such stockholders.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;The Participant shall not possess any incidents of ownership (including, without
limitation, dividend, interest and voting rights) in shares of Common Stock in respect of the Units
or the Change in Control Amount, as applicable, until such Units or the Change in Control Amount,
as applicable, shall have vested and been distributed to the Participant in the form of shares of
Common Stock or, in the case of a Change in Control Amount, a single lump sum cash payment, in
accordance with Sections&nbsp;3 and 4 hereof.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;Except as provided in this Section&nbsp;2(c), the Units and any interest of the Participant
therein may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of.
Any attempt to transfer Units in contravention of this Section 2(c) is void <U>ab initio</U>.
Units shall not be subject to execution, attachment or other process. Notwithstanding the
foregoing, with the written consent of the Committee, the Participant shall be permitted to
transfer such Units to members of his immediate family (<U>i.e.</U>, children, grandchildren or
spouse), trusts for the benefit of such family members, and partnerships whose only partners are
such family members; <U>provided</U>, <U>however</U>, that no consideration can be paid for the
transfer of the Units and the transferee of the Units shall be subject to all conditions applicable
to the Units (including all of the terms and conditions of this Agreement) prior to transfer.


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;Each reference contained in this Agreement to:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Anniversary</U>&#148; shall mean, with respect to any date, the annual recurrence of
such date.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Change in Control</U>&#148; shall mean any of the following events: (a)&nbsp;a person or
entity or group of persons or entities, acting in concert, becomes the direct or indirect
beneficial owner (within the meaning of Rule&nbsp;13d-3 of the Securities Exchange Act of 1934,
as amended) of securities of the Company representing 50.1% or more of the combined voting
power of the issued and outstanding Common Stock; (b)&nbsp;the Board of Directors of the Company
approves any merger, consolidation or like business combination or reorganization of the
Company, the consummation of which would result in the occurrence of the event described in
clause (a)&nbsp;above, and such transaction shall have been consummated; (c)&nbsp;the Company ceases
to be engaged, directly or indirectly, and does not intend to be engaged at any time in the
foreseeable future, in any real estate business; or (d)&nbsp;the Company sells, transfers or
otherwise disposes of all or substantially all of its assets in one transaction or a series
of transactions. The date on which a Change in Control is consummated, with respect to
clauses (a)&nbsp;and (b), or occurs, with respect to clauses (c)&nbsp;and (d), is herein referred to
as the &#147;<U>Change in Control Date</U>.&#148;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Change in Control Amount</U>&#148; shall have the meaning set forth in Section 4(e)
hereof.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Common Stock</U>&#148; shall mean common stock, par value $1.00 per share, of the
Company.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Fair Market Value</U>&#148; shall mean the average of the closing prices of the Common
Stock for the fifteen trading days ending with and including the measuring date if the
Common Stock is readily tradeable on a national securities exchange, the National
Association of Securities Dealers Automated Quotation System or other national market
system, provided, however, if such exchange or system is not open for business on any day
during such period or the Common Stock was not traded on any day during such period, the
Fair Market Value shall be determined as of the most recent fifteen (15)&nbsp;trading days
ending with and including the measuring date on which such exchange or system shall have
been open for business and the Common Stock was traded, and if the Common Stock is not
readily tradable as set forth above, Fair Market Value shall mean the amount determined in
good faith by the Committee as the fair market value of the Common Stock of the Company.


<P align="left" style="font-size: 12pt; text-indent: 4%">3.&nbsp;VESTING AND CONVERSION OF UNITS. On July&nbsp;8, 2010, the Units granted to the Participant
pursuant to Section 2(a) hereof, if any, shall vest in full and such vested Units shall be
converted into an equivalent number of shares of Common Stock that will be immediately distributed
to the Participant; <U>provided</U>, <U>however</U>, that subject to the provisions of Section&nbsp;4
hereof, no Units shall vest or be converted and distributed to the Participant unless the
Participant is an employee of the Company on July&nbsp;8, 2010.


<P align="left" style="font-size: 12pt; text-indent: 4%">Upon the distribution of the shares of Common Stock in respect of the Units, the Company shall
issue to the Participant or the Participant&#146;s personal representative a stock certificate
representing such shares of Common Stock, free of any restrictions, subject to Section&nbsp;7 hereof.


<P align="left" style="font-size: 12pt; text-indent: 4%">4.&nbsp;TERMINATION OF EMPLOYMENT; CHANGE IN CONTROL.


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;For purposes of this Section&nbsp;4, the terms Cause, Without Cause, Good Reason, Without Good
Reason and Disability shall have the meanings ascribed to such terms in the Participant&#146;s
employment agreement with the Company, dated as of the date hereof, as amended or restated from
time to time; <U>provided</U>, <U>however</U>, if the Participant is no longer employed pursuant
to such employment agreement, each such term shall have the meaning ascribed to it in the
employment agreement last in effect which contains such defined term.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;If the Participant&#146;s employment with the Company is terminated by the Company for Cause or
by the Participant Without Good Reason, the Participant shall forfeit all Units granted to the
Participant pursuant to Section 2(a) hereof (or, in the event a Change in Control has occurred, the
Change in Control Amount if such Change in Control Amount has not yet been paid to the Participant
prior to such termination of employment), if any, as of the date of termination of employment.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;If the Participant&#146;s employment with the Company is terminated by the Company Without
Cause, or is terminated by the Participant for Good Reason, (i)(A) all Units granted to the
Participant pursuant to Section&nbsp;2(a) hereof, if any, shall vest, be converted into shares of Common
Stock and be immediately distributed to the Participant, and (B)&nbsp;any additional Units that satisfy
the Hurdle Price Condition on or before July&nbsp;8, 2010, if any, shall vest on the date the Hurdle
Price Condition is satisfied, be converted into shares of Common Stock and be immediately
distributed to the Participant, or, (ii)&nbsp;in the event a Change in Control has occurred, the
Participant shall be entitled to receive the Change in Control Amount, if any, upon the date of
termination of employment, if such Change in Control Amount has not yet been paid to the
Participant prior to such termination of employment.


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;If the Participant&#146;s employment with the Company is terminated due to the Participant&#146;s
death or Disability, the number of Units granted to the Participant pursuant to Section 2(a)
hereof, if any, which equals the greater of (i)&nbsp;the product of (x)&nbsp;a fraction the numerator of
which is the number of completed whole months elapsed from July&nbsp;9, 2007 to the date of death or
Disability, as the case may be (whichever is sooner), and the denominator of which is thirty-six
(36)&nbsp;and (y)&nbsp;2,500 or (ii)&nbsp;1,250 Units, shall vest, be converted into shares of Common Stock and be
immediately distributed to the Participant (or the executor or administrator of the deceased
Participant&#146;s estate or the person or persons to whom the deceased Participant&#146;s rights shall pass
by will or the laws of descent or distribution, as applicable), and any portion of the Units then
remaining unvested shall be forfeited. If the Participant&#146;s employment with the Company is
terminated by Participant&#146;s death or Disability prior to the Grant Date and the Hurdle Price
Condition is satisfied on or before the first Anniversary of Participant&#146;s termination for death or
Disability, 1,250 Units shall be granted and shall vest, be converted into shares of Common Stock
and be immediately distributed to the Participant (or the executor or administrator of the deceased
Participant&#146;s estate or the person or persons to whom the deceased Participant&#146;s rights shall pass
by will or the laws of descent or distribution, as applicable), and any portion of the Units then
remaining unvested shall be forfeited. Notwithstanding the foregoing, if a Change in Control has
occurred prior to such termination for death or Disability, the Participant (or the executor or
administrator of the deceased Participant&#146;s estate or the person or persons to whom the deceased
Participant&#146;s rights shall pass by will or the laws of descent or distribution, as applicable)
shall be entitled to receive the Change in Control Amount, if any, upon the date of termination of
employment, if such Change in Control Amount has not yet been paid to the Participant prior to the
Participant&#146;s termination of employment due to death or Disability.


<P align="left" style="font-size: 12pt; text-indent: 4%">(e)&nbsp;In the event of a Change in Control, all Units granted to the Participant pursuant to
Section 2(a) hereof, if any, shall be converted into shares of Common Stock immediately prior to
the consummation of the Change in Control and, upon consummation of the Change in Control, shall be
converted into such amount of cash, securities or other property (or any combination thereof)
received by the stockholders of the Company in connection with the Change in Control (the
&#147;<U>Change in Control Amount</U>&#148;). The Change in Control Amount shall be distributed to the
Participant no later than thirty (30)&nbsp;days following the Change in Control Date.


<P align="left" style="font-size: 12pt; text-indent: 4%">5.&nbsp;EQUITABLE ADJUSTMENT. If there shall be any change in the Common Stock of the Company,
through merger, consolidation, reorganization, recapitalization, stock dividend, stock split,
reverse stock split, split up, spinoff, combination of shares, exchange of shares, dividend in kind
or other like change in capital structure or distribution (other than normal cash dividends) to
stockholders of the Company, in order to prevent dilution or enlargement of the Participant&#146;s
rights under this Agreement and the Plan, the Committee may, in an equitable manner, adjust the
number and kind of shares that may be issued under this Agreement and make any other appropriate
adjustments in the terms of the Units and this Agreement to reflect such changes or distributions.


<P align="left" style="font-size: 12pt; text-indent: 4%">6.&nbsp;TAXES. Any distribution of Common Stock pursuant to this Agreement shall be net of any
amounts required to be withheld pursuant to applicable federal, state and local tax withholding
requirements. In connection with any such distribution, the Company may require the Participant to
remit to it an amount sufficient to satisfy such tax withholding requirements prior to the delivery
of any certificates for such Common Stock. In lieu thereof, the Company shall have the right to
withhold the amount of such taxes from any other sums due or to become due from the Company to the
Participant as the Committee shall prescribe. The Committee may, in its discretion and subject to
such rules as it may adopt (including any as may be required to satisfy applicable tax and/or
non-tax regulatory requirements), permit the Participant to pay all or a portion of the federal,
state and local withholding taxes arising in connection with the Units granted hereunder and any
distribution of shares of Common Stock in respect thereof by electing to have the Company withhold
shares of Common Stock having a Fair Market Value equal to the amount of tax to be withheld, such
tax calculated at rates prescribed by statute or regulation.


<P align="left" style="font-size: 12pt; text-indent: 4%">7.&nbsp;FORFEITURE OF UNITS AND PROFITS. At the discretion of the Committee, all or any portion of
the shares of Common Stock issued to the Participant in respect of Units awarded pursuant to
Section 2(a) hereof, if any, and all or any portion of the proceeds received from the sale of such
shares of Common Stock (or, in the event of Change in Control, all or any portion of the Change in
Control Amount) shall be subject to forfeiture in accordance with the provisions of 15 U.S.C.
&#167;&nbsp;7243 (Section&nbsp;304 of the Sarbanes-Oxley Act of 2002), or any successor statute, as if the
Participant were subject to such statute; <U>provided</U>, <U>however</U>, that the provisions of
this Section&nbsp;7 shall no be applicable on or after a Change in Control Date.


<P align="left" style="font-size: 12pt; text-indent: 4%">8.&nbsp;SECTION 409A OF THE CODE. If any payment or entitlement provided to the Participant
hereunder in connection with the Participant&#146;s termination of employment, is determined, in whole
or in part, to constitute &#147;nonqualified deferred compensation&#148; within the meaning of Section&nbsp;409A
of the Code (&#147;<U>Section&nbsp;409A</U>&#148;) and the Participant is a specified employee as defined in
Section&nbsp;409A(a)(2)(B)(i), no part of such payments shall be paid before the day that is six (6)
months plus one (1)&nbsp;day after the date of termination or earlier death (the &#147;<U>New Payment
Date</U>&#148;). The aggregate of any payments that otherwise would have been paid to the Participant
during the period between the date of termination and the New Payment Date shall be paid to the
Participant in a lump sum on such New Payment Date. Thereafter, any payments that remain
outstanding as of the day immediately following the New Payment Date shall be paid without delay
over the time period originally scheduled, in accordance with the terms of this Agreement. A
termination of employment shall not be deemed to have occurred for purposes of any provision of
this Agreement providing for the payment of any amounts or benefits subject to Section&nbsp;409A upon or
following a termination of employment unless such termination is also a &#147;separation from service&#148;
within the meaning of Section&nbsp;409A, and for purposes of any such provision of this Agreement,
references to a &#147;resignation,&#148; &#147;termination,&#148; &#147;terminate,&#148; &#147;termination of employment&#148; or like
terms shall mean separation from service. The parties acknowledge and agree that the
interpretation of Section&nbsp;409A and its application to the terms of this Agreement is uncertain and
may be subject to change as additional guidance and interpretations become available. Anything to
the contrary herein notwithstanding, all benefits or payments provided by the Company to the
Participant that would be deemed to constitute &#147;nonqualified deferred compensation&#148; within the
meaning of Section&nbsp;409A are intended to comply with Section&nbsp;409A. If, however, any such benefit or
payment is deemed to not comply with Section&nbsp;409A, the Company and the Participant agree to
renegotiate in good faith any such benefit or payment (including, without limitation, as to the
timing of any severance payments payable hereof) so that either (i)&nbsp;Section&nbsp;409A will not apply or
(ii)&nbsp;compliance with Section&nbsp;409A will be achieved; provided, however, that any resulting
renegotiated terms shall provide to the Participant the after-tax economic equivalent of what
otherwise has been provided to the Participant pursuant to the terms of this Agreement, and
provided further, that any deferral of payments or other benefits shall be only for such time
period as may be required to comply with Section&nbsp;409A.


<P align="left" style="font-size: 12pt; text-indent: 4%">9.&nbsp;REGULATORY COMPLIANCE AND LISTING. The issuance or delivery of any stock certificates
representing shares of Common Stock issuable pursuant to this Agreement may be postponed by the
Committee for such period as may be required to comply with any applicable requirements under the
federal or state securities laws, any applicable listing requirements of any national securities
exchange or securities association, and any applicable requirements under any other law, rule or
regulation applicable to the issuance or delivery of such shares, and the Company shall not be
obligated to deliver any such shares of Common Stock to the Participant if delivery thereof would
constitute a violation of any provision of any law or of any regulation of any governmental
authority or any national securities exchange or securities association.


<P align="left" style="font-size: 12pt; text-indent: 4%">10.&nbsp;INVESTMENT REPRESENTATIONS AND RELATED MATTERS. The Participant hereby represents that
the Common Stock issuable pursuant to this Agreement is being acquired for investment and not for
sale or with a view to distribution thereof. The Participant acknowledges and agrees that any sale
or distribution of shares of Common Stock issued pursuant to this Agreement may be made only
pursuant to either (a)&nbsp;a registration statement on an appropriate form under the Securities Act of
1933, as amended (the &#147;<U>Securities Act</U>&#148;), which registration statement has become effective
and is current with regard to the shares being sold, or (b)&nbsp;a specific exemption from the
registration requirements of the Securities Act that is confirmed in a favorable written opinion of
counsel, in form and substance satisfactory to counsel for the Company, prior to any such sale or
distribution. The Participant hereby consents to such action as the Committee or the Company deems
necessary or appropriate from time to time to prevent a violation of, or to perfect an exemption
from, the registration requirements of the Securities Act or to implement the provisions of this
Agreement, including but not limited to placing restrictive legends on certificates evidencing
shares of Common Stock issued pursuant to this Agreement and delivering stop transfer instructions
to the Company&#146;s stock transfer agent.


<P align="left" style="font-size: 12pt; text-indent: 4%">11.&nbsp;NO RIGHT TO CONTINUED EMPLOYMENT. This Agreement does not confer upon the Participant any
right to continued employment by the Company or any of its subsidiaries or affiliated companies,
nor shall it interfere in any way with the right of the Participant&#146;s employer to terminate the
Participant&#146;s employment at any time for any reason or no reason.


<P align="left" style="font-size: 12pt; text-indent: 4%">12.&nbsp;CONSTRUCTION. The Plan and this Agreement will be construed by and administered under the
supervision of the Committee, and all determinations of the Committee will be final and binding on
the Participant.


<P align="left" style="font-size: 12pt; text-indent: 4%">13.&nbsp;NOTICES. Any notice required or permitted under this Agreement shall be deemed given when
delivered personally, or when deposited in a United States Post Office, postage prepaid, addressed,
as appropriate, (i)&nbsp;to the Participant at the last address specified in Participant&#146;s employment
records, or such other address as the Participant may designate in writing to the Company, or (ii)
to the Company, Avatar Holdings Inc., 201 Alhambra Circle, 12th Floor, Coral Gables, Florida 33134,
Attention: Corporate Secretary, or such other address as the Company may designate in writing to
the Participant.


<P align="left" style="font-size: 12pt; text-indent: 4%">14.&nbsp;FAILURE TO ENFORCE NOT A WAIVER. The failure of either party hereto to enforce at any
time any provision of this Agreement shall in no way be construed to be a waiver of such provision
or of any other provision hereof.


<P align="left" style="font-size: 12pt; text-indent: 4%">15.&nbsp;GOVERNING LAW. This Agreement shall be governed by and construed according to the laws of
the State of Delaware, without regard to the conflicts of laws provisions thereof.


<P align="left" style="font-size: 12pt; text-indent: 4%">16.&nbsp;INCORPORATION OF PLAN. The Plan is hereby incorporated by reference and made a part of
this Agreement, and this Agreement shall be subject to the terms of the Plan, as the Plan may be
amended from time to time.


<P align="left" style="font-size: 12pt; text-indent: 4%">17.&nbsp;COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which
shall be an original but all of which together shall represent one and the same agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">18.&nbsp;MISCELLANEOUS. This Agreement cannot be modified or terminated orally. This Agreement
and the Plan contain the entire agreement between the parties relating to the subject matter
hereof. The section headings herein are intended for reference only and shall not affect the
interpretation hereof.


<P align="center" style="font-size: 12pt">(signature page follows)



<P align="center" style="font-size: 10pt; display: none; text-indent: 4%">1
<!-- PAGEBREAK -->


<P align="left" style="font-size: 12pt">IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first
written above.

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="15%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="80%">&nbsp;</TD>
</TR>

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<TR valign="bottom" style="font-size: 12pt">
    <TD colspan="3" valign="top" align="left">AVATAR HOLDINGS INC.<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">By:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ Gerald D. Kelfer</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Name: Gerald D. Kelfer<BR>
Title: Chief Executive Officer</TD>
</TR>

</TABLE>



<P align="left" style="margin-left:25%; font-size: 12pt"><U>/s/ Randy Kotler</U>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Randy <BR>
Kotler</TD>
</TR>

</TABLE>



<P align="center" style="font-size: 10pt; display: none">2


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<TYPE>EX-10.14
<SEQUENCE>15
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<DESCRIPTION>EX-10.14
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<P align="right" style="font-size: 10pt"><FONT style="font-size: 8pt"><B>EXHIBIT 10.14</B></FONT>



<P align="center" style="font-size: 8pt"><FONT style="font-size: 12pt"><B>AMENDED AND RESTATED RESTRICTED STOCK UNIT AGREEMENT</B></FONT>



<P align="left" style="font-size: 12pt; text-indent: 8%">This AMENDED AND RESTATED RESTRICTED STOCK UNIT AGREEMENT (&#147;<U>Agreement</U>&#148;) dated December
22, 2008, is made by and between Avatar Holdings Inc., a Delaware corporation (the
&#147;<U>Company</U>&#148;) and Randy Kotler (the &#147;<U>Participant</U>&#148;) and amends and restates in its
entirety the Restricted Stock Unit Agreement, by and between the Company and the Participant, dated
June&nbsp;26, 2007 (the &#147;<U>Original Agreement</U>&#148;).


<P align="left" style="font-size: 12pt; text-indent: 8%">The Company and the Participant wish to provide for certain modifications to the Original
Agreement to comply with Section&nbsp;409A of the Internal Revenue Code of 1986, as amended (the
&#147;<U>Code</U>&#148;) and wish to amend, restate and supersede the Original Agreement, all upon the terms
and conditions set forth herein.


<P align="left" style="font-size: 12pt; text-indent: 8%">The award granted to the Participant pursuant to the Original Agreement remains in effect as
amended and restated in this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">1.&nbsp;AWARD. Pursuant to the provisions of the Avatar Holdings Inc. Amended and Restated 1997
Incentive and Capital Accumulation Plan (2005 Restatement), as the same has been and may be
amended, restated, modified or supplemented (the &#147;<U>Plan</U>&#148;), the Committee (as defined in the
Plan, the &#147;<U>Committee</U>&#148;) awarded to the Participant, on July&nbsp;9, 2007, subject to the terms
and conditions of the Plan and the terms and conditions set forth herein, an opportunity to receive
2,500 Performance Conditioned Restricted Stock Units (&#147;<U>Units</U>&#148;). Capitalized terms used but
not defined herein shall have the meanings assigned to them in the Plan. This award is intended to
constitute a Performance-Based Award within the meaning of the Plan.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.&nbsp;TERMS AND CONDITIONS. The award evidenced by this Agreement is subject to the following
terms and conditions:


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;Subject to Section&nbsp;4 hereof, the Participant shall be granted, automatically and without
further authorization on the part of the Committee, 2,500 Units upon satisfaction of the following
condition (the date on which such condition is satisfied is hereinafter referred to as the
&#147;<U>Grant Date</U>&#148;): (i)&nbsp;the closing stock price of the Common Stock on its principal trading
market shall have been at least $84.71 per share for twenty (20)&nbsp;trading days out of thirty (30)
consecutive trading days or (ii)&nbsp;the Company consummates a transaction which results in the
stockholders of the Company receiving cash, securities, or other property (or any combination
thereof) having a &#147;value&#148; as determined by the Committee of at least $84.71 per share in either
case, during the period beginning on July&nbsp;9, 2007 and ending on July&nbsp;8, 2010 (the &#147;<U>Hurdle Price
Condition</U>&#148;); <U>provided</U>, <U>however</U>, that, except as provided in Sections 4(c) and
4(d), no Units shall be granted if the Participant&#146;s employment with the Company has terminated for
any reason on or prior to the time the Hurdle Price Condition is satisfied. For purposes of this
Section&nbsp;2(a), &#147;<U>value</U>&#148; shall mean the amount received by the stockholders of the Company
taking into account the net present value of any debt, securities, future payments, contingent
rights or other non-cash consideration to be paid to such stockholders.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;The Participant shall not possess any incidents of ownership (including, without
limitation, dividend, interest and voting rights) in shares of Common Stock in respect of the Units
or the Change in Control Amount, as applicable, until such Units or the Change in Control Amount,
as applicable, shall have vested and been distributed to the Participant in the form of shares of
Common Stock or, in the case of a Change in Control Amount, a single lump sum cash payment, in
accordance with Sections&nbsp;3 and 4 hereof.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;Except as provided in this Section&nbsp;2(c), the Units and any interest of the Participant
therein may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of.
Any attempt to transfer Units in contravention of this Section 2(c) is void <U>ab initio</U>.
Units shall not be subject to execution, attachment or other process. Notwithstanding the
foregoing, with the written consent of the Committee, the Participant shall be permitted to
transfer such Units to members of his immediate family (<U>i.e.</U>, children, grandchildren or
spouse), trusts for the benefit of such family members, and partnerships whose only partners are
such family members; <U>provided</U>, <U>however</U>, that no consideration can be paid for the
transfer of the Units and the transferee of the Units shall be subject to all conditions applicable
to the Units (including all of the terms and conditions of this Agreement) prior to transfer.


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;Each reference contained in this Agreement to:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Anniversary</U>&#148; shall mean, with respect to any date, the annual recurrence of
such date.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Change in Control</U>&#148; shall mean any of the following events: (a)&nbsp;a person or
entity or group of persons or entities, acting in concert, becomes the direct or indirect
beneficial owner (within the meaning of Rule&nbsp;13d-3 of the Securities Exchange Act of 1934,
as amended) of securities of the Company representing 50.1% or more of the combined voting
power of the issued and outstanding Common Stock; (b)&nbsp;the Board of Directors of the Company
approves any merger, consolidation or like business combination or reorganization of the
Company, the consummation of which would result in the occurrence of the event described in
clause (a)&nbsp;above, and such transaction shall have been consummated; (c)&nbsp;the Company ceases
to be engaged, directly or indirectly, and does not intend to be engaged at any time in the
foreseeable future, in any real estate business; or (d)&nbsp;the Company sells, transfers or
otherwise disposes of all or substantially all of its assets in one transaction or a series
of transactions. The date on which a Change in Control is consummated, with respect to
clauses (a)&nbsp;and (b), or occurs, with respect to clauses (c)&nbsp;and (d), is herein referred to
as the &#147;<U>Change in Control Date</U>.&#148;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Change in Control Amount</U>&#148; shall have the meaning set forth in Section 4(e)
hereof.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Common Stock</U>&#148; shall mean common stock, par value $1.00 per share, of the
Company.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Fair Market Value</U>&#148; shall mean the average of the closing prices of the Common
Stock for the fifteen trading days ending with and including the measuring date if the
Common Stock is readily tradeable on a national securities exchange, the National
Association of Securities Dealers Automated Quotation System or other national market
system, provided, however, if such exchange or system is not open for business on any day
during such period or the Common Stock was not traded on any day during such period, the
Fair Market Value shall be determined as of the most recent fifteen (15)&nbsp;trading days
ending with and including the measuring date on which such exchange or system shall have
been open for business and the Common Stock was traded, and if the Common Stock is not
readily tradable as set forth above, Fair Market Value shall mean the amount determined in
good faith by the Committee as the fair market value of the Common Stock of the Company.


<P align="left" style="font-size: 12pt; text-indent: 4%">3.&nbsp;VESTING AND CONVERSION OF UNITS. On July&nbsp;8, 2010, the Units granted to the Participant
pursuant to Section 2(a) hereof, if any, shall vest in full and such vested Units shall be
converted into an equivalent number of shares of Common Stock that will be immediately distributed
to the Participant; <U>provided</U>, <U>however</U>, that subject to the provisions of Section&nbsp;4
hereof, no Units shall vest or be converted and distributed to the Participant unless the
Participant is an employee of the Company on July&nbsp;8, 2010.


<P align="left" style="font-size: 12pt; text-indent: 4%">Upon the distribution of the shares of Common Stock in respect of the Units, the Company shall
issue to the Participant or the Participant&#146;s personal representative a stock certificate
representing such shares of Common Stock, free of any restrictions, subject to Section&nbsp;7 hereof.


<P align="left" style="font-size: 12pt; text-indent: 4%">4.&nbsp;TERMINATION OF EMPLOYMENT; CHANGE IN CONTROL.


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;For purposes of this Section&nbsp;4, the terms Cause, Without Cause, Good Reason, Without Good
Reason and Disability shall have the meanings ascribed to such terms in the Participant&#146;s
employment agreement with the Company, dated as of the date hereof, as amended or restated from
time to time; <U>provided</U>, <U>however</U>, if the Participant is no longer employed pursuant
to such employment agreement, each such term shall have the meaning ascribed to it in the
employment agreement last in effect which contains such defined term.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;If the Participant&#146;s employment with the Company is terminated by the Company for Cause or
by the Participant Without Good Reason, the Participant shall forfeit all Units granted to the
Participant pursuant to Section 2(a) hereof (or, in the event a Change in Control has occurred, the
Change in Control Amount if such Change in Control Amount has not yet been paid to the Participant
prior to such termination of employment), if any, as of the date of termination of employment.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;If the Participant&#146;s employment with the Company is terminated by the Company Without
Cause, or is terminated by the Participant for Good Reason, (i)(A) all Units granted to the
Participant pursuant to Section&nbsp;2(a) hereof, if any, shall vest, be converted into shares of Common
Stock and be immediately distributed to the Participant, and (B)&nbsp;any additional Units that satisfy
the Hurdle Price Condition on or before July&nbsp;8, 2010, if any, shall vest on the date the Hurdle
Price Condition is satisfied, be converted into shares of Common Stock and be immediately
distributed to the Participant, or, (ii)&nbsp;in the event a Change in Control has occurred, the
Participant shall be entitled to receive the Change in Control Amount, if any, upon the date of
termination of employment, if such Change in Control Amount has not yet been paid to the
Participant prior to such termination of employment.


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;If the Participant&#146;s employment with the Company is terminated due to the Participant&#146;s
death or Disability, the number of Units granted to the Participant pursuant to Section 2(a)
hereof, if any, which equals the greater of (i)&nbsp;the product of (x)&nbsp;a fraction the numerator of
which is the number of completed whole months elapsed from July&nbsp;9, 2007 to the date of death or
Disability, as the case may be (whichever is sooner), and the denominator of which is thirty-six
(36)&nbsp;and (y)&nbsp;2,500 or (ii)&nbsp;1,250 Units, shall vest, be converted into shares of Common Stock and be
immediately distributed to the Participant (or the executor or administrator of the deceased
Participant&#146;s estate or the person or persons to whom the deceased Participant&#146;s rights shall pass
by will or the laws of descent or distribution, as applicable), and any portion of the Units then
remaining unvested shall be forfeited. If the Participant&#146;s employment with the Company is
terminated by Participant&#146;s death or Disability prior to the Grant Date and the Hurdle Price
Condition is satisfied on or before the first Anniversary of Participant&#146;s termination for death or
Disability, 1,250 Units shall be granted and shall vest, be converted into shares of Common Stock
and be immediately distributed to the Participant (or the executor or administrator of the deceased
Participant&#146;s estate or the person or persons to whom the deceased Participant&#146;s rights shall pass
by will or the laws of descent or distribution, as applicable), and any portion of the Units then
remaining unvested shall be forfeited. Notwithstanding the foregoing, if a Change in Control has
occurred prior to such termination for death or Disability, the Participant (or the executor or
administrator of the deceased Participant&#146;s estate or the person or persons to whom the deceased
Participant&#146;s rights shall pass by will or the laws of descent or distribution, as applicable)
shall be entitled to receive the Change in Control Amount, if any, upon the date of termination of
employment, if such Change in Control Amount has not yet been paid to the Participant prior to the
Participant&#146;s termination of employment due to death or Disability.


<P align="left" style="font-size: 12pt; text-indent: 4%">(e)&nbsp;In the event of a Change in Control, all Units granted to the Participant pursuant to
Section 2(a) hereof, if any, shall be converted into shares of Common Stock immediately prior to
the consummation of the Change in Control and, upon consummation of the Change in Control, shall be
converted into such amount of cash, securities or other property (or any combination thereof)
received by the stockholders of the Company in connection with the Change in Control (the
&#147;<U>Change in Control Amount</U>&#148;). The Change in Control Amount shall be distributed to the
Participant no later than thirty (30)&nbsp;days following the Change in Control Date.


<P align="left" style="font-size: 12pt; text-indent: 4%">5.&nbsp;EQUITABLE ADJUSTMENT. If there shall be any change in the Common Stock of the Company,
through merger, consolidation, reorganization, recapitalization, stock dividend, stock split,
reverse stock split, split up, spinoff, combination of shares, exchange of shares, dividend in kind
or other like change in capital structure or distribution (other than normal cash dividends) to
stockholders of the Company, in order to prevent dilution or enlargement of the Participant&#146;s
rights under this Agreement and the Plan, the Committee may, in an equitable manner, adjust the
number and kind of shares that may be issued under this Agreement and make any other appropriate
adjustments in the terms of the Units and this Agreement to reflect such changes or distributions.


<P align="left" style="font-size: 12pt; text-indent: 4%">6.&nbsp;TAXES. Any distribution of Common Stock pursuant to this Agreement shall be net of any
amounts required to be withheld pursuant to applicable federal, state and local tax withholding
requirements. In connection with any such distribution, the Company may require the Participant to
remit to it an amount sufficient to satisfy such tax withholding requirements prior to the delivery
of any certificates for such Common Stock. In lieu thereof, the Company shall have the right to
withhold the amount of such taxes from any other sums due or to become due from the Company to the
Participant as the Committee shall prescribe. The Committee may, in its discretion and subject to
such rules as it may adopt (including any as may be required to satisfy applicable tax and/or
non-tax regulatory requirements), permit the Participant to pay all or a portion of the federal,
state and local withholding taxes arising in connection with the Units granted hereunder and any
distribution of shares of Common Stock in respect thereof by electing to have the Company withhold
shares of Common Stock having a Fair Market Value equal to the amount of tax to be withheld, such
tax calculated at rates prescribed by statute or regulation.


<P align="left" style="font-size: 12pt; text-indent: 4%">7.&nbsp;FORFEITURE OF UNITS AND PROFITS. At the discretion of the Committee, all or any portion of
the shares of Common Stock issued to the Participant in respect of Units awarded pursuant to
Section 2(a) hereof, if any, and all or any portion of the proceeds received from the sale of such
shares of Common Stock (or, in the event of Change in Control, all or any portion of the Change in
Control Amount) shall be subject to forfeiture in accordance with the provisions of 15 U.S.C.
&#167;&nbsp;7243 (Section&nbsp;304 of the Sarbanes-Oxley Act of 2002), or any successor statute, as if the
Participant were subject to such statute; <U>provided</U>, <U>however</U>, that the provisions of
this Section&nbsp;7 shall no be applicable on or after a Change in Control Date.


<P align="left" style="font-size: 12pt; text-indent: 4%">8.&nbsp;SECTION 409A OF THE CODE. If any payment or entitlement provided to the Participant
hereunder in connection with the Participant&#146;s termination of employment, is determined, in whole
or in part, to constitute &#147;nonqualified deferred compensation&#148; within the meaning of Section&nbsp;409A
of the Code (&#147;<U>Section&nbsp;409A</U>&#148;) and the Participant is a specified employee as defined in
Section&nbsp;409A(a)(2)(B)(i), no part of such payments shall be paid before the day that is six (6)
months plus one (1)&nbsp;day after the date of termination or earlier death (the &#147;<U>New Payment
Date</U>&#148;). The aggregate of any payments that otherwise would have been paid to the Participant
during the period between the date of termination and the New Payment Date shall be paid to the
Participant in a lump sum on such New Payment Date. Thereafter, any payments that remain
outstanding as of the day immediately following the New Payment Date shall be paid without delay
over the time period originally scheduled, in accordance with the terms of this Agreement. A
termination of employment shall not be deemed to have occurred for purposes of any provision of
this Agreement providing for the payment of any amounts or benefits subject to Section&nbsp;409A upon or
following a termination of employment unless such termination is also a &#147;separation from service&#148;
within the meaning of Section&nbsp;409A, and for purposes of any such provision of this Agreement,
references to a &#147;resignation,&#148; &#147;termination,&#148; &#147;terminate,&#148; &#147;termination of employment&#148; or like
terms shall mean separation from service. The parties acknowledge and agree that the
interpretation of Section&nbsp;409A and its application to the terms of this Agreement is uncertain and
may be subject to change as additional guidance and interpretations become available. Anything to
the contrary herein notwithstanding, all benefits or payments provided by the Company to the
Participant that would be deemed to constitute &#147;nonqualified deferred compensation&#148; within the
meaning of Section&nbsp;409A are intended to comply with Section&nbsp;409A. If, however, any such benefit or
payment is deemed to not comply with Section&nbsp;409A, the Company and the Participant agree to
renegotiate in good faith any such benefit or payment (including, without limitation, as to the
timing of any severance payments payable hereof) so that either (i)&nbsp;Section&nbsp;409A will not apply or
(ii)&nbsp;compliance with Section&nbsp;409A will be achieved; provided, however, that any resulting
renegotiated terms shall provide to the Participant the after-tax economic equivalent of what
otherwise has been provided to the Participant pursuant to the terms of this Agreement, and
provided further, that any deferral of payments or other benefits shall be only for such time
period as may be required to comply with Section&nbsp;409A.


<P align="left" style="font-size: 12pt; text-indent: 4%">9.&nbsp;REGULATORY COMPLIANCE AND LISTING. The issuance or delivery of any stock certificates
representing shares of Common Stock issuable pursuant to this Agreement may be postponed by the
Committee for such period as may be required to comply with any applicable requirements under the
federal or state securities laws, any applicable listing requirements of any national securities
exchange or securities association, and any applicable requirements under any other law, rule or
regulation applicable to the issuance or delivery of such shares, and the Company shall not be
obligated to deliver any such shares of Common Stock to the Participant if delivery thereof would
constitute a violation of any provision of any law or of any regulation of any governmental
authority or any national securities exchange or securities association.


<P align="left" style="font-size: 12pt; text-indent: 4%">10.&nbsp;INVESTMENT REPRESENTATIONS AND RELATED MATTERS. The Participant hereby represents that
the Common Stock issuable pursuant to this Agreement is being acquired for investment and not for
sale or with a view to distribution thereof. The Participant acknowledges and agrees that any sale
or distribution of shares of Common Stock issued pursuant to this Agreement may be made only
pursuant to either (a)&nbsp;a registration statement on an appropriate form under the Securities Act of
1933, as amended (the &#147;<U>Securities Act</U>&#148;), which registration statement has become effective
and is current with regard to the shares being sold, or (b)&nbsp;a specific exemption from the
registration requirements of the Securities Act that is confirmed in a favorable written opinion of
counsel, in form and substance satisfactory to counsel for the Company, prior to any such sale or
distribution. The Participant hereby consents to such action as the Committee or the Company deems
necessary or appropriate from time to time to prevent a violation of, or to perfect an exemption
from, the registration requirements of the Securities Act or to implement the provisions of this
Agreement, including but not limited to placing restrictive legends on certificates evidencing
shares of Common Stock issued pursuant to this Agreement and delivering stop transfer instructions
to the Company&#146;s stock transfer agent.


<P align="left" style="font-size: 12pt; text-indent: 4%">11.&nbsp;NO RIGHT TO CONTINUED EMPLOYMENT. This Agreement does not confer upon the Participant any
right to continued employment by the Company or any of its subsidiaries or affiliated companies,
nor shall it interfere in any way with the right of the Participant&#146;s employer to terminate the
Participant&#146;s employment at any time for any reason or no reason.


<P align="left" style="font-size: 12pt; text-indent: 4%">12.&nbsp;CONSTRUCTION. The Plan and this Agreement will be construed by and administered under the
supervision of the Committee, and all determinations of the Committee will be final and binding on
the Participant.


<P align="left" style="font-size: 12pt; text-indent: 4%">13.&nbsp;NOTICES. Any notice required or permitted under this Agreement shall be deemed given when
delivered personally, or when deposited in a United States Post Office, postage prepaid, addressed,
as appropriate, (i)&nbsp;to the Participant at the last address specified in Participant&#146;s employment
records, or such other address as the Participant may designate in writing to the Company, or (ii)
to the Company, Avatar Holdings Inc., 201 Alhambra Circle, 12th Floor, Coral Gables, Florida 33134,
Attention: Corporate Secretary, or such other address as the Company may designate in writing to
the Participant.


<P align="left" style="font-size: 12pt; text-indent: 4%">14.&nbsp;FAILURE TO ENFORCE NOT A WAIVER. The failure of either party hereto to enforce at any
time any provision of this Agreement shall in no way be construed to be a waiver of such provision
or of any other provision hereof.


<P align="left" style="font-size: 12pt; text-indent: 4%">15.&nbsp;GOVERNING LAW. This Agreement shall be governed by and construed according to the laws of
the State of Delaware, without regard to the conflicts of laws provisions thereof.


<P align="left" style="font-size: 12pt; text-indent: 4%">16.&nbsp;INCORPORATION OF PLAN. The Plan is hereby incorporated by reference and made a part of
this Agreement, and this Agreement shall be subject to the terms of the Plan, as the Plan may be
amended from time to time.


<P align="left" style="font-size: 12pt; text-indent: 4%">17.&nbsp;COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which
shall be an original but all of which together shall represent one and the same agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">18.&nbsp;MISCELLANEOUS. This Agreement cannot be modified or terminated orally. This Agreement
and the Plan contain the entire agreement between the parties relating to the subject matter
hereof. The section headings herein are intended for reference only and shall not affect the
interpretation hereof.


<P align="center" style="font-size: 12pt">(signature page follows)



<P align="center" style="font-size: 10pt; display: none; text-indent: 4%">1
<!-- PAGEBREAK -->


<P align="left" style="font-size: 12pt">IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first
written above.

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="15%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="80%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD colspan="3" valign="top" align="left">AVATAR HOLDINGS INC.<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">By:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ Gerald D. Kelfer</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
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</TABLE>
</DIV>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Name: Gerald D. Kelfer<BR>
Title: Chief Executive Officer</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="27%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>/s/ Randy Kotler</U></TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Randy <BR>
Kotler</TD>
</TR>

</TABLE>



<P align="center" style="font-size: 10pt; display: none">2


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<DOCUMENT>
<TYPE>EX-10.15
<SEQUENCE>16
<FILENAME>exhibit15.htm
<DESCRIPTION>EX-10.15
<TEXT>
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<TITLE> EX-10.15 </TITLE>
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<P align="right" style="font-size: 10pt"><FONT style="font-size: 8pt"><B>EXHIBIT 10.15</B></FONT>



<P align="center" style="font-size: 8pt"><FONT style="font-size: 12pt"><B>AMENDED AND RESTATED RESTRICTED STOCK UNIT AGREEMENT</B></FONT>



<P align="left" style="font-size: 12pt; text-indent: 8%">This AMENDED AND RESTATED RESTRICTED STOCK UNIT AGREEMENT (&#147;<U>Agreement</U>&#148;) dated December
22, 2008, is made by and between Avatar Holdings Inc., a Delaware corporation (the
&#147;<U>Company</U>&#148;) and Randy Kotler (the &#147;<U>Participant</U>&#148;) and amends and restates in its
entirety the Restricted Stock Unit Agreement, by and between the Company and the Participant, dated
June&nbsp;26, 2007 (the &#147;Original Agreement&#148;).


<P align="left" style="font-size: 12pt; text-indent: 8%">The Company and the Participant wish to provide for certain modifications to the Original
Agreement to comply with Section&nbsp;409A of the Internal Revenue Code of 1986, as amended (the
&#147;<U>Code</U>&#148;) and wish to amend, restate and supersede the Original Agreement, all upon the terms
and conditions set forth herein.


<P align="left" style="font-size: 12pt; text-indent: 8%">The award granted to the Participant pursuant to the Original Agreement remains in effect as
amended and restated in this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">1.&nbsp;AWARD. Pursuant to the provisions of the Avatar Holdings Inc. Amended and Restated 1997
Incentive and Capital Accumulation Plan (2005 Restatement), as the same may be amended, restated,
modified or supplemented (the &#147;<U>Plan</U>&#148;), the Committee (as defined in the Plan, the
&#147;<U>Committee</U>&#148;) awarded to the Participant, on July&nbsp;9, 2007, subject to the terms and
conditions of the Plan and the terms and conditions set forth herein, an opportunity to receive
2,500 Performance Conditioned Restricted Stock Units (&#147;<U>Units</U>&#148;). Capitalized terms used but
not defined herein shall have the meanings assigned to them in the Plan. This award is intended to
constitute a Performance-Based Award within the meaning of the Plan.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.&nbsp;TERMS AND CONDITIONS. The award evidenced by this Agreement is subject to the following
terms and conditions:


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;Subject to Section&nbsp;4 hereof, the Participant shall be granted, automatically and without
further authorization on the part of the Committee, 2,500 Units upon satisfaction of the following
condition (the date on which such condition is satisfied is hereinafter referred to as the
&#147;<U>Grant Date</U>&#148;): (i)&nbsp;the closing stock price of the Common Stock on its principal trading
market shall have been at least $88.56 per share for twenty (20)&nbsp;trading days out of thirty (30)
consecutive trading days or (ii)&nbsp;the Company consummates a transaction which results in the
stockholders of the Company receiving cash, securities, or other property (or any combination
thereof) having a &#147;value&#148; as determined by the Committee of at least $88.56 per share in either
case, during the period beginning on July&nbsp;9, 2007 and ending on July&nbsp;8, 2010 (the &#147;<U>Hurdle Price
Condition</U>&#148;); <U>provided</U>, <U>however</U>, that, except as provided in Sections 4(c) and
4(d), no Units shall be granted if the Participant&#146;s employment with the Company has terminated for
any reason on or prior to the time the Hurdle Price Condition is satisfied. For purposes of this
Section&nbsp;2(a), &#147;<U>value</U>&#148; shall mean the amount received by the stockholders of the Company
taking into account the net present value of any debt, securities, future payments, contingent
rights or other non-cash consideration to be paid to such stockholders.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;The Participant shall not possess any incidents of ownership (including, without
limitation, dividend, interest and voting rights) in shares of Common Stock in respect of the Units
or the Change in Control Amount, as applicable, until such Units or the Change in Control Amount,
as applicable, shall have vested and been distributed to the Participant in the form of shares of
Common Stock or, in the case of a Change in Control Amount, a single lump sum cash payment, in
accordance with Sections&nbsp;3 and 4 hereof.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;Except as provided in this Section&nbsp;2(c), the Units and any interest of the Participant
therein may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of.
Any attempt to transfer Units in contravention of this Section 2(c) is void <U>ab initio</U>.
Units shall not be subject to execution, attachment or other process. Notwithstanding the
foregoing, with the written consent of the Committee, the Participant shall be permitted to
transfer such Units to members of his immediate family (<U>i.e.</U>, children, grandchildren or
spouse), trusts for the benefit of such family members, and partnerships whose only partners are
such family members; <U>provided</U>, <U>however</U>, that no consideration can be paid for the
transfer of the Units and the transferee of the Units shall be subject to all conditions applicable
to the Units (including all of the terms and conditions of this Agreement) prior to transfer.


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;Each reference contained in this Agreement to:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Anniversary</U>&#148; shall mean, with respect to any date, the annual recurrence of
such date.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Change in Control</U>&#148; shall mean any of the following events: (a)&nbsp;a person or
entity or group of persons or entities, acting in concert, becomes the direct or indirect
beneficial owner (within the meaning of Rule&nbsp;13d-3 of the Securities Exchange Act of 1934,
as amended) of securities of the Company representing 50.1% or more of the combined voting
power of the issued and outstanding Common Stock; (b)&nbsp;the Board of Directors of the Company
approves any merger, consolidation or like business combination or reorganization of the
Company, the consummation of which would result in the occurrence of the event described in
clause (a)&nbsp;above, and such transaction shall have been consummated; (c)&nbsp;the Company ceases
to be engaged, directly or indirectly, and does not intend to be engaged at any time in the
foreseeable future, in any real estate business; or (d)&nbsp;the Company sells, transfers or
otherwise disposes of all or substantially all of its assets in one transaction or a series
of transactions. The date on which a Change in Control is consummated, with respect to
clauses (a)&nbsp;and (b), or occurs, with respect to clauses (c)&nbsp;and (d), is herein referred to
as the &#147;<U>Change in Control Date</U>.&#148;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Change in Control Amount</U>&#148; shall have the meaning set forth in Section 4(e)
hereof.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Common Stock</U>&#148; shall mean common stock, par value $1.00 per share, of the
Company.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Fair Market Value</U>&#148; shall mean the average of the closing prices of the Common
Stock for the fifteen trading days ending with and including the measuring date if the
Common Stock is readily tradeable on a national securities exchange, the National
Association of Securities Dealers Automated Quotation System or other national market
system, provided, however, if such exchange or system is not open for business on any day
during such period or the Common Stock was not traded on any day during such period, the
Fair Market Value shall be determined as of the most recent fifteen (15)&nbsp;trading days
ending with and including the measuring date on which such exchange or system shall have
been open for business and the Common Stock was traded, and if the Common Stock is not
readily tradable as set forth above, Fair Market Value shall mean the amount determined in
good faith by the Committee as the fair market value of the Common Stock of the Company.


<P align="left" style="font-size: 12pt; text-indent: 4%">3.&nbsp;VESTING AND CONVERSION OF UNITS. On July&nbsp;8, 2010, the Units granted to the Participant
pursuant to Section 2(a) hereof, if any, shall vest in full and such vested Units shall be
converted into an equivalent number of shares of Common Stock that will be immediately distributed
to the Participant; <U>provided</U>, <U>however</U>, that subject to the provisions of Section&nbsp;4
hereof, no Units shall vest or be converted and distributed to the Participant unless the
Participant is an employee of the Company on July&nbsp;8, 2010.


<P align="left" style="font-size: 12pt; text-indent: 4%">Upon the distribution of the shares of Common Stock in respect of the Units, the Company shall
issue to the Participant or the Participant&#146;s personal representative a stock certificate
representing such shares of Common Stock, free of any restrictions, subject to Section&nbsp;7 hereof.


<P align="left" style="font-size: 12pt; text-indent: 4%">4.&nbsp;TERMINATION OF EMPLOYMENT; CHANGE IN CONTROL.


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;For purposes of this Section&nbsp;4, the terms Cause, Without Cause, Good Reason, Without Good
Reason and Disability shall have the meanings ascribed to such terms in the Participant&#146;s
employment agreement with the Company, dated as of the date hereof, as amended or restated from
time to time; <U>provided</U>, <U>however</U>, if the Participant is no longer employed pursuant
to such employment agreement, each such term shall have the meaning ascribed to it in the
employment agreement last in effect which contains such defined term.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;If the Participant&#146;s employment with the Company is terminated by the Company for Cause or
by the Participant Without Good Reason, the Participant shall forfeit all Units granted to the
Participant pursuant to Section 2(a) hereof (or, in the event a Change in Control has occurred, the
Change in Control Amount if such Change in Control Amount has not yet been paid to the Participant
prior to such termination of employment), if any, as of the date of termination of employment.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;If the Participant&#146;s employment with the Company is terminated by the Company Without
Cause, or is terminated by the Participant for Good Reason, (i)(A) all Units granted to the
Participant pursuant to Section&nbsp;2(a) hereof, if any, shall vest, be converted into shares of Common
Stock and be immediately distributed to the Participant, and (B)&nbsp;any additional Units that satisfy
the Hurdle Price Condition on or before July&nbsp;8, 2010, if any, shall vest on the date the Hurdle
Price Condition is satisfied, be converted into shares of Common Stock and be immediately
distributed to the Participant, or, (ii)&nbsp;in the event a Change in Control has occurred, the
Participant shall be entitled to receive the Change in Control Amount, if any, upon the date of
termination of employment, if such Change in Control Amount has not yet been paid to the
Participant prior to such termination of employment.


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;If the Participant&#146;s employment with the Company is terminated due to the Participant&#146;s
death or Disability, the number of Units granted to the Participant pursuant to Section 2(a)
hereof, if any, which equals the greater of (i)&nbsp;the product of (x)&nbsp;a fraction the numerator of
which is the number of completed whole months elapsed from July&nbsp;9, 2007 to the date of death or
Disability, as the case may be (whichever is sooner), and the denominator of which is thirty-six
(36)&nbsp;and (y)&nbsp;2,500 or (ii)&nbsp;1,250 Units, shall vest, be converted into shares of Common Stock and be
immediately distributed to the Participant (or the executor or administrator of the deceased
Participant&#146;s estate or the person or persons to whom the deceased Participant&#146;s rights shall pass
by will or the laws of descent or distribution, as applicable), and any portion of the Units then
remaining unvested shall be forfeited. If the Participant&#146;s employment with the Company is
terminated by Participant&#146;s death or Disability prior to the Grant Date and the Hurdle Price
Condition is satisfied on or before the first Anniversary of Participant&#146;s termination for death or
Disability, 1,250 Units shall be granted and shall vest, be converted into shares of Common Stock
and be immediately distributed to the Participant (or the executor or administrator of the deceased
Participant&#146;s estate or the person or persons to whom the deceased Participant&#146;s rights shall pass
by will or the laws of descent or distribution, as applicable), and any portion of the Units then
remaining unvested shall be forfeited. Notwithstanding the foregoing, if a Change in Control has
occurred prior to such termination for death or Disability, the Participant (or the executor or
administrator of the deceased Participant&#146;s estate or the person or persons to whom the deceased
Participant&#146;s rights shall pass by will or the laws of descent or distribution, as applicable)
shall be entitled to receive the Change in Control Amount, if any, upon the date of termination of
employment, if such Change in Control Amount has not yet been paid to the Participant prior to the
Participant&#146;s termination of employment due to death or Disability.


<P align="left" style="font-size: 12pt; text-indent: 4%">(e)&nbsp;In the event of a Change in Control, all Units granted to the Participant pursuant to
Section 2(a) hereof, if any, shall be converted into shares of Common Stock immediately prior to
the consummation of the Change in Control and, upon consummation of the Change in Control, shall be
converted into such amount of cash, securities or other property (or any combination thereof)
received by the stockholders of the Company in connection with the Change in Control (the
&#147;<U>Change in Control Amount</U>&#148;). The Change in Control Amount shall be distributed to the
Participant no later than thirty (30)&nbsp;days following the Change in Control Date.


<P align="left" style="font-size: 12pt; text-indent: 4%">5.&nbsp;EQUITABLE ADJUSTMENT. If there shall be any change in the Common Stock of the Company,
through merger, consolidation, reorganization, recapitalization, stock dividend, stock split,
reverse stock split, split up, spinoff, combination of shares, exchange of shares, dividend in kind
or other like change in capital structure or distribution (other than normal cash dividends) to
stockholders of the Company, in order to prevent dilution or enlargement of the Participant&#146;s
rights under this Agreement and the Plan, the Committee may, in an equitable manner, adjust the
number and kind of shares that may be issued under this Agreement and make any other appropriate
adjustments in the terms of the Units and this Agreement to reflect such changes or distributions.


<P align="left" style="font-size: 12pt; text-indent: 4%">6.&nbsp;TAXES. Any distribution of Common Stock pursuant to this Agreement shall be net of any
amounts required to be withheld pursuant to applicable federal, state and local tax withholding
requirements. In connection with any such distribution, the Company may require the Participant to
remit to it an amount sufficient to satisfy such tax withholding requirements prior to the delivery
of any certificates for such Common Stock. In lieu thereof, the Company shall have the right to
withhold the amount of such taxes from any other sums due or to become due from the Company to the
Participant as the Committee shall prescribe. The Committee may, in its discretion and subject to
such rules as it may adopt (including any as may be required to satisfy applicable tax and/or
non-tax regulatory requirements), permit the Participant to pay all or a portion of the federal,
state and local withholding taxes arising in connection with the Units granted hereunder and any
distribution of shares of Common Stock in respect thereof by electing to have the Company withhold
shares of Common Stock having a Fair Market Value equal to the amount of tax to be withheld, such
tax calculated at rates prescribed by statute or regulation.


<P align="left" style="font-size: 12pt; text-indent: 4%">7.&nbsp;FORFEITURE OF UNITS AND PROFITS. At the discretion of the Committee, all or any portion of
the shares of Common Stock issued to the Participant in respect of Units awarded pursuant to
Section 2(a) hereof, if any, and all or any portion of the proceeds received from the sale of such
shares of Common Stock (or, in the event of Change in Control, all or any portion of the Change in
Control Amount) shall be subject to forfeiture in accordance with the provisions of 15 U.S.C.
&#167;&nbsp;7243 (Section&nbsp;304 of the Sarbanes-Oxley Act of 2002), or any successor statute, as if the
Participant were subject to such statute; <U>provided</U>, <U>however</U>, that the provisions of
this Section&nbsp;7 shall no be applicable on or after a Change in Control Date.


<P align="left" style="font-size: 12pt; text-indent: 4%">8.&nbsp;SECTION 409A OF THE CODE. If any payment or entitlement provided to the Participant
hereunder in connection with the Participant&#146;s termination of employment, is determined, in whole
or in part, to constitute &#147;nonqualified deferred compensation&#148; within the meaning of Section&nbsp;409A
of the Code (&#147;<U>Section&nbsp;409A</U>&#148;) and the Participant is a specified employee as defined in
Section&nbsp;409A(a)(2)(B)(i), no part of such payments shall be paid before the day that is six (6)
months plus one (1)&nbsp;day after the date of termination or earlier death (the &#147;<U>New Payment
Date</U>&#148;). The aggregate of any payments that otherwise would have been paid to the Participant
during the period between the date of termination and the New Payment Date shall be paid to the
Participant in a lump sum on such New Payment Date. Thereafter, any payments that remain
outstanding as of the day immediately following the New Payment Date shall be paid without delay
over the time period originally scheduled, in accordance with the terms of this Agreement. A
termination of employment shall not be deemed to have occurred for purposes of any provision of
this Agreement providing for the payment of any amounts or benefits subject to Section&nbsp;409A upon or
following a termination of employment unless such termination is also a &#147;separation from service&#148;
within the meaning of Section&nbsp;409A, and for purposes of any such provision of this Agreement,
references to a &#147;resignation,&#148; &#147;termination,&#148; &#147;terminate,&#148; &#147;termination of employment&#148; or like
terms shall mean separation from service. The parties acknowledge and agree that the
interpretation of Section&nbsp;409A and its application to the terms of this Agreement is uncertain and
may be subject to change as additional guidance and interpretations become available. Anything to
the contrary herein notwithstanding, all benefits or payments provided by the Company to the
Participant that would be deemed to constitute &#147;nonqualified deferred compensation&#148; within the
meaning of Section&nbsp;409A are intended to comply with Section&nbsp;409A. If, however, any such benefit or
payment is deemed to not comply with Section&nbsp;409A, the Company and the Participant agree to
renegotiate in good faith any such benefit or payment (including, without limitation, as to the
timing of any severance payments payable hereof) so that either (i)&nbsp;Section&nbsp;409A will not apply or
(ii)&nbsp;compliance with Section&nbsp;409A will be achieved; provided, however, that any resulting
renegotiated terms shall provide to the Participant the after-tax economic equivalent of what
otherwise has been provided to the Participant pursuant to the terms of this Agreement, and
provided further, that any deferral of payments or other benefits shall be only for such time
period as may be required to comply with Section&nbsp;409A.


<P align="left" style="font-size: 12pt; text-indent: 4%">9.&nbsp;REGULATORY COMPLIANCE AND LISTING. The issuance or delivery of any stock certificates
representing shares of Common Stock issuable pursuant to this Agreement may be postponed by the
Committee for such period as may be required to comply with any applicable requirements under the
federal or state securities laws, any applicable listing requirements of any national securities
exchange or securities association, and any applicable requirements under any other law, rule or
regulation applicable to the issuance or delivery of such shares, and the Company shall not be
obligated to deliver any such shares of Common Stock to the Participant if delivery thereof would
constitute a violation of any provision of any law or of any regulation of any governmental
authority or any national securities exchange or securities association.


<P align="left" style="font-size: 12pt; text-indent: 4%">10.&nbsp;INVESTMENT REPRESENTATIONS AND RELATED MATTERS. The Participant hereby represents that
the Common Stock issuable pursuant to this Agreement is being acquired for investment and not for
sale or with a view to distribution thereof. The Participant acknowledges and agrees that any sale
or distribution of shares of Common Stock issued pursuant to this Agreement may be made only
pursuant to either (a)&nbsp;a registration statement on an appropriate form under the Securities Act of
1933, as amended (the &#147;<U>Securities Act</U>&#148;), which registration statement has become effective
and is current with regard to the shares being sold, or (b)&nbsp;a specific exemption from the
registration requirements of the Securities Act that is confirmed in a favorable written opinion of
counsel, in form and substance satisfactory to counsel for the Company, prior to any such sale or
distribution. The Participant hereby consents to such action as the Committee or the Company deems
necessary or appropriate from time to time to prevent a violation of, or to perfect an exemption
from, the registration requirements of the Securities Act or to implement the provisions of this
Agreement, including but not limited to placing restrictive legends on certificates evidencing
shares of Common Stock issued pursuant to this Agreement and delivering stop transfer instructions
to the Company&#146;s stock transfer agent.


<P align="left" style="font-size: 12pt; text-indent: 4%">11.&nbsp;NO RIGHT TO CONTINUED EMPLOYMENT. This Agreement does not confer upon the Participant any
right to continued employment by the Company or any of its subsidiaries or affiliated companies,
nor shall it interfere in any way with the right of the Participant&#146;s employer to terminate the
Participant&#146;s employment at any time for any reason or no reason.


<P align="left" style="font-size: 12pt; text-indent: 4%">12.&nbsp;CONSTRUCTION. The Plan and this Agreement will be construed by and administered under the
supervision of the Committee, and all determinations of the Committee will be final and binding on
the Participant.


<P align="left" style="font-size: 12pt; text-indent: 4%">13.&nbsp;NOTICES. Any notice required or permitted under this Agreement shall be deemed given when
delivered personally, or when deposited in a United States Post Office, postage prepaid, addressed,
as appropriate, (i)&nbsp;to the Participant at the last address specified in Participant&#146;s employment
records, or such other address as the Participant may designate in writing to the Company, or (ii)
to the Company, Avatar Holdings Inc., 201 Alhambra Circle, 12th Floor, Coral Gables, Florida 33134,
Attention: Corporate Secretary, or such other address as the Company may designate in writing to
the Participant.


<P align="left" style="font-size: 12pt; text-indent: 4%">14.&nbsp;FAILURE TO ENFORCE NOT A WAIVER. The failure of either party hereto to enforce at any
time any provision of this Agreement shall in no way be construed to be a waiver of such provision
or of any other provision hereof.


<P align="left" style="font-size: 12pt; text-indent: 4%">15.&nbsp;GOVERNING LAW. This Agreement shall be governed by and construed according to the laws of
the State of Delaware, without regard to the conflicts of laws provisions thereof.


<P align="left" style="font-size: 12pt; text-indent: 4%">16.&nbsp;INCORPORATION OF PLAN. The Plan is hereby incorporated by reference and made a part of
this Agreement, and this Agreement shall be subject to the terms of the Plan, as the Plan may be
amended from time to time.


<P align="left" style="font-size: 12pt; text-indent: 4%">17.&nbsp;COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which
shall be an original but all of which together shall represent one and the same agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">18.&nbsp;MISCELLANEOUS. This Agreement cannot be modified or terminated orally. This Agreement
and the Plan contain the entire agreement between the parties relating to the subject matter
hereof. The section headings herein are intended for reference only and shall not affect the
interpretation hereof.


<P align="center" style="font-size: 12pt">(signature page follows)



<P align="center" style="font-size: 10pt; display: none; text-indent: 4%">1
<!-- PAGEBREAK -->


<P align="left" style="font-size: 12pt">IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first
written above.

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="15%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="80%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD colspan="3" valign="top" align="left">AVATAR HOLDINGS INC.<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">By:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ Gerald D. Kelfer</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Name: Gerald D. Kelfer<BR>
Title: Chief Executive Officer</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="27%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>/s/ Randy Kotler</U></TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Randy <BR>
Kotler</TD>
</TR>

</TABLE>



<P align="center" style="font-size: 10pt; display: none">2


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