<SUBMISSION>
<ACCESSION-NUMBER>0001299933-10-002089
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>4
<PERIOD>20100518
<ITEMS>8.01
<ITEMS>9.01
<FILING-DATE>20100524
<DATE-OF-FILING-DATE-CHANGE>20100524
<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>10853602
</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_37742.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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<BR>
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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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	&nbsp;
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	May 18, 2010
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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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	&nbsp;
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	&nbsp;
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	Delaware
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	001-07395
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	23-1739078
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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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	&nbsp;
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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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	&nbsp;
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	1-305-442-7000
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<FONT SIZE="2">
	Not Applicable
<BR>______________________________________________<BR>
	Former name or former address, if changed since last report
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<FONT SIZE="2">
	&nbsp;
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<!-- CoverPageRegistrant END --><P><FONT SIZE="2">
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>
</P>
<P><FONT SIZE="2">
[&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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<FONT SIZE="2">Top of the Form</FONT>
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<B>
	Item 8.01 Other Events.
</B>
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On May 18, 2010, Avatar Holdings Inc. ("Registrant") executed a Guaranty Agreement in favor of Wells Fargo Bank, N.A. ("Wells Fargo"), successor by merger to Wachovia Bank, N.A., in connection with the Continuing Letter of Credit Agreement of Registrant&#x2019;s wholly-owned subsidiary, Avatar Properties Inc. ("Properties").  As previously reported in Registrant&#x2019;s Form 10-Q for the period ended March 31, 2010, filed May 10, 2010, Properties deposited $22,035,000 with Wells Fargo to secure the retirement of the letters of credit previously drawn under a line of credit with Wachovia Bank, N.A., as administrative agent and lender.
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	Item 9.01 Financial Statements and Exhibits.
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(d)    Exhibits<br><br>99.1   Guaranty Agreement dated May 18, 2010, executed on behalf of Avatar Holdings Inc., a Delaware corporation, in favor of Wells Fargo Bank, N.A., successor by merger to Wachovia Bank, N.A. <br><br>99.2   Continuing Letter of Credit Agreement dated May 18, 2010, executed on behalf of Avatar Properties Inc., a Florida corporation, and Avatar Holdings Inc., a Delaware corporation, in favor of Wells Fargo Bank, N.A., successor by merger to Wachovia Bank, N.A. <br><br>99.3   Security Agreement dated May 18, 2010, executed on behalf of Avatar Properties Inc., a Florida corporation, and Avatar Holdings Inc., a Delaware corporation, in favor of Wells Fargo Bank, N.A., successor by merger to Wachovia Bank, N.A. <br><br><br>
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<B>
	SIGNATURES
</B>
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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.
</FONT>
</P>
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	&nbsp;
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	&nbsp;
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	&nbsp;
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	&nbsp;
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	&nbsp;
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	&nbsp;
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	Avatar Holdings Inc.
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	&nbsp;&nbsp;
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	&nbsp;
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<FONT SIZE="2">
	&nbsp;
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	&nbsp;
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	&nbsp;
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<I>
	May 24, 2010
</I>
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	&nbsp;
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<I>
	By:
</I>
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	&nbsp;
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<I>
	JUANITA I. KERRIGAN
</I>
<BR>
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<FONT SIZE="2">
	&nbsp;
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	&nbsp;
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<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
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<FONT SIZE="2">
	&nbsp;
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<HR SIZE="1" NOSHADE>
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	&nbsp;
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	&nbsp;
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	&nbsp;
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	&nbsp;
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<I>
	Name: JUANITA I. KERRIGAN
</I>
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	&nbsp;
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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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	&nbsp;
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	Description
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	99.1
</DIV>
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<FONT SIZE="2">
	&nbsp;
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<FONT SIZE="2">
Guaranty Agreement dated May 18, 2010, executed on behalf of Avatar Holdings Inc., a Delaware corporation, in favor of Wells Fargo Bank, N.A., successor by merger to Wachovia Bank, N.A.
</FONT>
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	99.2
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<FONT SIZE="2">
	&nbsp;
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<TD ALIGN="LEFT" VALIGN="TOP" WIDTH="77%">
<FONT SIZE="2">
Continuing Letter of Credit Agreement dated May 18, 2010, executed on behalf of Avatar Properties Inc., a Florida corporation, and Avatar Holdings Inc., a Delaware corporation, in favor of Wells Fargo Bank, N.A., successor by merger to Wachovia Bank, N.A.
</FONT>
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	99.3
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	&nbsp;
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<FONT SIZE="2">
Security Agreement dated May 18, 2010, executed on behalf of Avatar Properties Inc., a Florida corporation, and Avatar Holdings Inc., a Delaware corporation, in favor of Wells Fargo Bank, N.A., successor by merger to Wachovia Bank, N.A.
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<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>exhibit1.htm
<DESCRIPTION>EX-99.1
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<BODY style="font-family: 'Times New Roman',Times,serif">


<P align="center" style="font-size: 10pt"><FONT style="font-size: 9.5pt"><U><B>GUARANTY AGREEMENT</B></U></FONT>



<P align="left" style="font-size: 9.5pt; text-indent: 4%"><B>THIS GUARANTY </B>dated as of May&nbsp;18, 2010 (together with any amendments or modifications hereto
in effect from time to time, this &#147; <B>Guaranty</B>&#148;), made by <B>AVATAR HOLDINGS INC.</B>, a Delaware
corporation, having an address at 201 Alhambra Circle, 12th Floor, Coral Gables, Florida 33134
(&#147;<B>Guarantor</B>&#148;), in favor of <B>WELLS FARGO BANK, NATIONAL ASSOCIATION </B>(the &#147;<B>Lender</B>&#148;).


<P align="left" style="font-size: 9.5pt; text-indent: 4%">WHEREAS, Guarantor has agreed to enter into this Guaranty to induce Lender to make loans,
extensions of credit or other financial accommodations pursuant to the Continuing Letter of Credit
Agreement dated as of even date herewith with <B>AVATAR PROPERTIES INC.</B>, a Florida corporation
(&#147;<B>Borrower</B>&#148;) (the &#147;<B>LC Agreement</B>&#148;) and to secure the observance, payment and performance of the
"<B>Liabilities</B>&#148; (as defined below), and with full knowledge that Lender would not make the said
loans, extensions of credit or financial accommodations without such Guaranty, which shall be
construed as a contract of suretyship;


<P align="left" style="font-size: 9.5pt; text-indent: 4%">NOW THEREFORE, Guarantor unconditionally agrees as follows:


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

<TR valign="top" style="font-size: 9.5pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>1.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U><B>LIABILITIES GUARANTEED</B></U><B>.</B></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 9.5pt; text-indent: 4%">Guarantor hereby guarantees and becomes surety to Lender for the full, prompt and
unconditional payment of the Liabilities, when and as the same shall become due, whether at the
stated maturity date, by acceleration or otherwise, and the full, prompt and unconditional
performance of each term and condition to be performed by Borrower under the LC Agreement. This
Guaranty is a primary obligation of Guarantor and shall be a continuing inexhaustible Guaranty.
This is a guaranty of payment and not of collection. Lender may require Guarantor to pay and
perform its liabilities and obligations under this Guaranty and may proceed immediately against
Guarantor without being required to bring any proceeding or take any action against Borrower, any
other guarantor or any other person, entity or property prior thereto, the liability of Guarantor
hereunder being joint and several, and independent of and separate from the liability of Borrower,
any other guarantor or person, and the availability of other collateral security for the LC
Agreement.


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

<TR valign="top" style="font-size: 9.5pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>2.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U><B>DEFINITIONS.</B></U></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 9.5pt; text-indent: 4%">2.1 &#147;<B>Liabilities</B>&#148; means, collectively: (i)&nbsp;the repayment of all sums due under the LC
Agreement (and all extensions, renewals, replacements and amendments thereof) and the other &#147;Loan
Documents&#148; (as defined herein); (ii)&nbsp;the performance of all terms, conditions and covenants set
forth in the Loan Documents, including the Obligations, as defined in the LC Agreement; (iii)&nbsp;the
repayment of all reimbursement obligations due or that may become due under or in connection with
the existing letters of credit for the account of Borrower in accordance with and pursuant to the
LC Agreement; and (v)&nbsp;all other obligations or indebtedness of Borrower to Lender incurred in
connection with the LC Agreement, including without limitation, principal, interest, fees, late
charges and expenses, including reasonable attorneys&#146; fees.


<P align="left" style="font-size: 9.5pt; text-indent: 4%">2.2 &#147;<B>Loan Documents</B>&#148; shall mean the LC Agreement, that certain Security Agreement made by
Borrower and Guarantor to Lender on the date hereof (the &#147;<B>Security Agreement</B>&#148;), this Guaranty, and
all other documents or instruments executed or delivered in connection with any of the foregoing or
in connection with any Credit (as defined in the Security Agreement).


<P align="left" style="font-size: 9.5pt; text-indent: 4%">2.3 All capitalized terms not otherwise defined herein shall have the meaning ascribed to them
in the Loan Documents.


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

<TR valign="top" style="font-size: 9.5pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>3.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U><B>REPRESENTATION AND WARRANTIES.</B></U> Guarantor represents and warrants to Lender as
follows:</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 9.5pt; text-indent: 4%"><B>3.1 </B><U><B>Organization, Powers</B></U>. Guarantor (i)&nbsp;is a Delaware corporation, duly organized,
validly existing and in good standing under the laws of the state of its organization, and is
authorized to do business in each other jurisdiction wherein its ownership of property or conduct
of business legally requires such authorization; (ii)&nbsp;has the power and authority to own its
properties and assets and to carry on its business as now being conducted and as now contemplated;
and (iii)&nbsp;has the power and authority to execute, deliver and perform, and by all necessary action
has authorized the execution, delivery and performance of, all of its obligations under this
Guaranty and any other Loan Document to which it is a party.


<P align="left" style="font-size: 9.5pt; text-indent: 4%"><B>3.2 </B><U><B>Execution of Guaranty</B></U>. This Guaranty and each other Loan Document to which
Guarantor is a party have been duly executed and delivered by Guarantor. Execution, delivery and
performance of this Guaranty and each other Loan Document to which Guarantor is a party will not:
(i)&nbsp;violate any of its organizational documents, provision of law, order of any court, agency or
instrumentality of government, or any provision of any indenture, agreement or other instrument to
which it is a party or by which it or any of its properties is bound; (ii)&nbsp;result in the creation
or imposition of any lien, charge or encumbrance of any nature, other than the liens created by the
Loan Documents; and (iii)&nbsp;require any authorization, consent, approval, license, exemption of, or
filing or registration with, any court or governmental authority.


<P align="left" style="font-size: 9.5pt; text-indent: 4%"><B>3.3 </B><U><B>Obligations of Guarantor</B></U>. This Guaranty and each other Loan Document to which
Guarantor is a party are the legal, valid and binding obligations of Guarantor, enforceable against
it in accordance with their terms, except as the same may be limited by bankruptcy, insolvency,
reorganization or other laws or equitable principles relating to or affecting the enforcement of
creditors&#146; rights generally. The loans or credit accommodations made by Lender to Borrower and the
assumption by Guarantor of its obligations hereunder and under any other Loan Document to which
Guarantor is a party will result in material benefits to Guarantor. This Guaranty was entered into
by Guarantor for commercial purposes.


<P align="left" style="font-size: 9.5pt; text-indent: 4%"><B>3.4 </B><U><B>Litigation</B></U>. There is no action, suit, or proceeding at law or in equity or by or
before any governmental authority, agency or other instrumentality now pending or, to the knowledge
of Guarantor, threatened against or affecting Guarantor or any of its properties or rights which,
if adversely determined, would materially impair and adversely affect: (i)&nbsp;the value of any
collateral securing the Liabilities; (ii)&nbsp;Guarantor&#146;s right to carry on its business substantially
as now conducted (and as now contemplated); (iii)&nbsp;its financial condition; or (iv)&nbsp;its capacity to
consummate and perform its obligations under this Guaranty or any other Loan Document to which
Guarantor is a party.


<P align="left" style="font-size: 9.5pt; text-indent: 4%"><B>3.5 </B><U><B>No Defaults</B></U>. Guarantor is not in default in the performance, observance or
fulfillment of any of the obligations, covenants or conditions contained herein or in any material
agreement or instrument to which it is a party or by which it or any of its properties is bound.


<P align="left" style="font-size: 9.5pt; text-indent: 4%"><B>3.6 </B><U><B>No Untrue Statements</B></U>. No Loan Document or other document, certificate or
statement furnished to Lender by or on behalf of Guarantor contains any untrue statement of a
material fact or omits to state a material fact necessary in order to make the statements contained
herein and therein not misleading. Guarantor acknowledges that all such statements,
representations and warranties shall be deemed to have been relied upon by Lender as an inducement
to issue letters of credit for the benefit of Borrower pursuant to the LC Agreement.


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

<TR valign="top" style="font-size: 9.5pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>4.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U><B>NO LIMITATION OF LIABILITY.</B></U></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 9.5pt; text-indent: 4%">4.1 Without incurring responsibility to Guarantor, and without impairing or releasing the
obligations of Guarantor to Lender, and without reducing the amount due under the terms of this
Guaranty, Lender may at any time and from time to time, without the consent of or notice to
Guarantor, upon any terms or conditions, and in whole or in part:


<P align="left" style="font-size: 9.5pt; text-indent: 8%">4.1.1 Change the manner, place or terms of payment of (including, without limitation, the fees
and quarterly payment amount), and/or change or extend the time for payment of, or renew or modify,
any of the Liabilities, or any of the Loan Documents evidencing same, and the Guaranty herein made
shall apply to the Liabilities and the Loan Documents as so changed, extended, renewed or modified;


<P align="left" style="font-size: 9.5pt; text-indent: 8%">4.1.2 Exercise or refrain from exercising any rights against Borrower or other obligated
parties (including Guarantor);


<P align="left" style="font-size: 9.5pt; text-indent: 8%">4.1.3 Settle or compromise any Liabilities, whether in a proceeding or not, and whether
voluntarily or involuntarily, and subordinate the payment of any of the Liabilities, whether or not
due, to the payment of liabilities owing to creditors of Borrower other than Lender and Guarantor;


<P align="left" style="font-size: 9.5pt; text-indent: 8%">4.1.4 Apply any sums it receives, by whomever paid or however realized, to any of the
Liabilities;


<P align="left" style="font-size: 9.5pt; text-indent: 8%">4.1.5 Add, release, settle, modify or discharge the obligation of any maker, endorser,
guarantor, surety, obligor or any other party who is in any way obligated for any of the
Liabilities;


<P align="left" style="font-size: 9.5pt; text-indent: 8%">4.1.6 Accept security for the Liabilities; and/or


<P align="left" style="font-size: 9.5pt; text-indent: 8%">4.1.7 Take any other action which might constitute a defense available to, or a discharge of,
Borrower or any other obligated party (including Guarantor) in respect of the Liabilities.


<P align="left" style="font-size: 9.5pt; text-indent: 4%">4.2 The invalidity, irregularity or unenforceability of all or any part of the Liabilities or
any Loan Document, or the impairment or loss of any security therefor, whether caused by any action
or inaction of Lender, or otherwise, shall not affect, impair or be a defense to Guarantor&#146;s
obligations under this Guaranty.


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

<TR valign="top" style="font-size: 9.5pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>5.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U><B>LIMITATION ON SUBROGATION. </B></U></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 9.5pt; text-indent: 4%">Until such time as the Liabilities are indefeasibly paid in full in cash and all Credits have
expired or terminated, Guarantor waives any present or future right to which Guarantor is or may
become entitled to be subrogated to Lender&#146;s rights against Borrower or to seek contribution,
reimbursement, indemnification, payment or the like, or participation in any claim, right or remedy
of Lender against Borrower or any security which Lender may hereafter acquire, whether or not such
claim, right or remedy arises under contract, in equity, by statute, under common law or otherwise.
If, notwithstanding such waiver, any funds or property shall be paid or transferred to Guarantor
on account of such subrogation, contribution, reimbursement, or indemnification at any time when
all of the Liabilities have not been paid in full, Guarantor shall hold such funds or property in
trust for Lender and shall forthwith pay over to Leander such funds and/or property to be applied
by Lender to the Liabilities.


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

<TR valign="top" style="font-size: 9.5pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>6.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U><B>COVENANTS.</B></U></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 9.5pt; text-indent: 4%"><B>6.1 </B><U><B>Financial Statements; Compliance Certificate.</B></U>


<P align="left" style="font-size: 9.5pt; text-indent: 8%">6.1.1 Guarantor shall furnish to Lender the following financial information, in each instance
prepared in accordance with generally accepted accounting principles consistently applied
(collectively, &#147;<B>Financial Reporting</B>&#148;):


<P align="left" style="font-size: 9.5pt; text-indent: 12%">(a)&nbsp;Not later than <B>45&nbsp;days </B>after the end of each fiscal quarter, management prepared financial
statements (10-Q) for Guarantor including, without limitation, statements of financial condition,
income and cash flows, a reconciliation of net worth, a listing of all contingent liabilities
(other than in the ordinary course of business to purchase materials, supplies, or other properties
from, or to obtain the services of, another Person, pursuant to a contract or related document),
notes to financial statements, and any other information requested by Lender. An audited financial
statement (10-K) for Guarantor shall be presented to Lender not later than <B>120&nbsp;days </B>after end of
each fiscal year.


<P align="left" style="font-size: 9.5pt; text-indent: 12%">(b)&nbsp;Not later than <B>30&nbsp;days </B>after filing with the Internal Revenue Service, if requested by
Lender, a true and complete copy of the federal tax returns (with corresponding K-1&#146;s), including
all applicable schedules and tax return extensions, of Guarantor.


<P align="left" style="font-size: 9.5pt; text-indent: 12%">(c)&nbsp;Such other information respecting the operations of Guarantor as Lender may from time to
time reasonably request.


<P align="left" style="font-size: 9.5pt; text-indent: 8%">6.1.2 Guarantor shall furnish to Lender, with all Financial Reporting and with each set of
financial statements described herein, a compliance certificate signed by Guarantor&#146;s chief
financial officer certifying that: (i)&nbsp;all representations and warranties of Guarantor set forth in
this Guaranty or any other Loan Document remain true and correct; (ii)&nbsp;none of the covenants of
Guarantor contained in this Guaranty or any other Loan Document have been breached; and (iii)&nbsp;to
its knowledge, no event has occurred which, with the giving of notice or the passage of time, or
both, would constitute an Event of Default under this Guaranty or any other Loan Document. In
addition, Guarantor shall promptly notify Lender of the occurrence of any default, Event of
Default, adverse litigation or material adverse change in its financial condition.


<P align="left" style="font-size: 9.5pt; text-indent: 4%"><B>6.2 </B><U><B>Subordination of Other Debts</B></U>. Guarantor agrees: (a)&nbsp;to subordinate the
obligations now or hereafter owed by Borrower to Guarantor (&#147;<B>Subordinated Debt</B>&#148;) to any and all
obligations of Borrower to Lender now or hereafter existing while this Guaranty is in effect,
provided however that Guarantor may receive regularly scheduled principal and interest payments on
the Subordinated Debt so long as (i)&nbsp;all sums due and payable by Borrower to Lender have been paid
in full on or prior to such date, and (ii)&nbsp;no event which is or, with the passage of time or giving
of notice or both, could become an Event of Default shall have occurred and be continuing; (b)
Guarantor will either place a legend indicating such subordination on every note, ledger page or
other document evidencing any part of the Subordinated Debt or deliver such documents to Lender;
and (c)&nbsp;except as permitted by this paragraph, Guarantor will not request or accept payment of or
any security for any part of the Subordinated Debt, and any proceeds of the Subordinated Debt paid
to Guarantor, through error or otherwise, shall immediately be forwarded to Lender by Guarantor,
properly endorsed to the order of Lender as their interests appear, to apply to the Liabilities.


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

<TR valign="top" style="font-size: 9.5pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>7.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U><B>EVENTS OF DEFAULT. </B></U></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 9.5pt; text-indent: 4%">Each of the following shall constitute a default (each, an &#147;<B>Event of Default</B>&#148;) hereunder:


<P align="left" style="font-size: 9.5pt; text-indent: 4%">7.1 Non-payment when due of any sum required to be paid to Lender under any of the Loan
Documents or of any of the other Liabilities after the expiration of any applicable grace period,
if any;


<P align="left" style="font-size: 9.5pt; text-indent: 4%">7.2 A breach by Guarantor of any other material term, covenant, condition, obligation or
agreement under this Guaranty, and the continuance of such breach for a period of thirty (30)&nbsp;days
after written notice thereof shall have been given to Guarantor;


<P align="left" style="font-size: 9.5pt; text-indent: 4%">7.3 Any material representation or warranty made by Guarantor in this Guaranty shall prove to
be false, incorrect or misleading in any material respect as of the date when made; or


<P align="left" style="font-size: 9.5pt; text-indent: 4%">7.4 An &#147;Event of Default&#148; under any of the Loan Documents.


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

<TR valign="top" style="font-size: 9.5pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>8.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U><B>REMEDIES.</B></U></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 9.5pt; text-indent: 4%">8.1 Upon an Event of Default, all liabilities of Guarantor hereunder shall become immediately
due and payable without demand or notice and, in addition to any other remedies provided by law,
Lender may:


<P align="left" style="font-size: 9.5pt; text-indent: 8%">8.1.1 Enforce the obligations of Guarantor under this Guaranty.


<P align="left" style="font-size: 9.5pt; text-indent: 8%">8.1.2 Perform any covenant or agreement of Guarantor in default hereunder (but without
obligation to do so) and in that regard pay such money as may be required or as Lender may
reasonably deem expedient. Any costs, expenses or fees, including reasonable attorneys&#146; fees and
costs, incurred by Lender in connection with the foregoing shall be included in the Liabilities
guaranteed hereby, and shall be due and payable on demand, together with interest at the rate set
forth in Section&nbsp;2(A)(iii) of the LC Agreement, such interest to be calculated from the date of
such advance to the date of repayment thereof, Any such action by Lender shall not be deemed to be
a waiver or release of Guarantor hereunder and shall be without prejudice to any other right or
remedy of Lender.


<P align="left" style="font-size: 9.5pt; text-indent: 4%">8.2 Settlement of any claim by Lender against Borrower, whether in any proceeding or not, and
whether voluntary or involuntary, shall not reduce the amount due under the terms of this Guaranty,
except to the extent of the amount actually paid by Borrower or any other obligated party and
legally retained by Lender in connection with the settlement (unless otherwise provided for
herein).


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

<TR valign="top" style="font-size: 9.5pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>9.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U><B>MISCELLANEOUS.</B></U></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 9.5pt; text-indent: 4%"><B>9.1 </B><U><B>Disclosure of Financial Information</B></U>. Lender is hereby authorized to disclose any
financial or other information about Guarantor to any regulatory body or agency having jurisdiction
over any Lender or to any present, future or prospective successor in interest. The information
provided may include, without limitation, amounts, terms, balances, payment history, return item
history and any financial or other information about Guarantor.


<P align="left" style="font-size: 9.5pt; text-indent: 4%"><B>9.2 </B><U><B>Remedies Cumulative</B></U>. The rights and remedies of Lender, as provided herein and in
any other Loan Document, shall be cumulative and concurrent, may be pursued separately,
successively or together, may be exercised as often as occasion therefor shall arise, and shall be
in addition to any other rights or remedies conferred upon Lender at law or in equity. The
failure, at any one or more times, of Lender to exercise any such right or remedy shall in no event
be construed as a waiver or release thereof. Lender shall have the right to take any action it
deems appropriate without the necessity of resorting to any collateral securing this Guaranty, if
any.


<P align="left" style="font-size: 9.5pt; text-indent: 4%"><B>9.3 </B><U><B>Integration</B></U>. This Guaranty and the other Loan Documents constitute the sole
agreement of the parties with respect to the transaction contemplated hereby and supersede all oral
negotiations and prior writings with respect thereto.


<P align="left" style="font-size: 9.5pt; text-indent: 4%"><B>9.4 </B><U><B>Attorneys&#146; Fees and Expenses</B></U>. If Lender retains the services of counsel by reason
of a claim of a default or an Event of Default hereunder or under any of the other Loan Documents,
or on account of any matter involving this Guaranty, or for examination of matters subject to
Lender&#146;s approval under this Guaranty or the other Loan Documents, all costs of suit and all
reasonable attorneys&#146; fees and such other reasonable expenses so incurred by Lender shall
forthwith, on demand, become due and payable and shall be secured hereby.


<P align="left" style="font-size: 9.5pt; text-indent: 4%"><B>9.5 </B><U><B>No Implied Waiver</B></U>. Neither Lender nor Guarantor shall be deemed to have modified
or waived any of its rights or remedies hereunder unless such modification or waiver is in writing
and signed by Lender or Guarantor (as the case may be), and then only to the extent specifically
set forth therein. A waiver in one event shall not be construed as continuing or as a waiver of or
bar to such right or remedy on a subsequent event.


<P align="left" style="font-size: 9.5pt; text-indent: 4%"><B>9.6 </B><U><B>Waiver</B></U>. Guarantor waives notice of acceptance of this Guaranty and notice of the
Liabilities and waives notice of default, non-payment, partial payment, presentment, demand,
protest, notice of protest or dishonor, and all other notices to which Guarantor might otherwise be
entitled or which might be required by law to be given by Lender. Guarantor waives the right to
marshalling of Borrower&#146;s assets or any stay of execution and the benefit of all exemption laws, to
the extent permitted by law, and any other protection granted by law to guarantors, now or
hereafter in effect with respect to any action or proceeding brought by Lender against it.
Guarantor irrevocably waives all claims of waiver, release, surrender, alteration or compromise and
the right to assert against Lender any defenses, set-offs, counterclaims, or claims that Guarantor
may have at any time against Lender or any other party liable to Lender.


<P align="left" style="font-size: 9.5pt; text-indent: 4%"><B>9.7 </B><U><B>No Third Party Beneficiary</B></U>. Except as otherwise provided herein, Guarantor and
Lender do not intend the benefits of this Guaranty to inure to any third party and no third party
(including Borrower) shall have any status, right or entitlement under this Guaranty.


<P align="left" style="font-size: 9.5pt; text-indent: 4%">9.8 <U><B>Partial Invalidity</B></U>. The invalidity or unenforceability of any one or more
provisions of this Guaranty shall not render any other provision invalid or unenforceable. In lieu
of any invalid or unenforceable provision, there shall be added automatically a valid and
enforceable provision as similar in terms to such invalid or unenforceable provision as may be
possible.


<P align="left" style="font-size: 9.5pt; text-indent: 4%"><B>9.9 </B><U><B>Binding Effect</B></U>. The covenants, conditions, waivers, releases and agreements
contained in this Guaranty shall bind, and the benefits thereof shall inure to, the parties hereto
and their respective successors and assigns; provided, however, that this Guaranty cannot be
assigned by Guarantor without the prior written consent of Lender, and any such assignment or
attempted assignment by Guarantor shall be void and of no effect with respect to the Lender.


<P align="left" style="font-size: 9.5pt; text-indent: 4%"><B>9.10 </B><U><B>Modifications</B></U>. This Guaranty may not be supplemented, extended, modified or
terminated except by an agreement in writing signed by the party against whom enforcement of any
waiver, change, modification or discharge is sought.


<P align="left" style="font-size: 9.5pt; text-indent: 4%"><B>9.11 </B><U><B>Sales or Participations</B></U>. Lender, may from time to time sell or assign, in whole
or in part, or grant participations in the Credits and/or the obligations evidenced thereby. The
holder of any such sale, assignment or participation, if the applicable agreement between the
applicable lender and such holder so provides shall be: (a)&nbsp;entitled to all of the rights,
obligations and benefits of the Lender; and (b)&nbsp;deemed to hold and may exercise the rights of
setoff or banker&#146;s lien with respect to any and all obligations of such holder to Guarantor, in
each case as fully as though Guarantor were directly indebted to such holder. Lender shall give
written notice to Guarantor of such sale, assignment or participation; however, the failure to give
such notice shall not affect any of Lender&#146;s or such holder&#146;s rights hereunder.


<P align="left" style="font-size: 9.5pt; text-indent: 4%"><B>9.12 </B><U><B>Jurisdiction</B></U>. Guarantor agrees that it may be served by regular or certified
mail at the address set forth below, any notice, process or pleading in any action or proceeding
against it arising out of or in connection with this Guaranty or any other Loan Document; and
Guarantor hereby consents that any action or proceeding against it be commenced and maintained in a
court of appropriate jurisdiction in Miami-Dade or Broward Counties, Florida, subject to removal to
a particular County in which the applicable real estate collateral is located in the event of a
foreclosure proceeding by service of process on Guarantor; and Guarantor agrees that the courts of
such State shall have jurisdiction with respect to the subject matter hereof and the person of
Guarantor and all collateral securing the obligations of Guarantor. Guarantor agrees not to assert
any defense to any action or proceeding initiated by Lender based upon improper venue or
inconvenient forum.


<P align="left" style="font-size: 9.5pt; text-indent: 4%"><B>9.13 </B><U><B>Notices</B></U>. All notices and communications under this Guaranty shall be in writing
and shall be delivered in accordance with the LC Agreement.


<P align="left" style="font-size: 9.5pt; text-indent: 4%"><B>9.14 </B><U><B>Governing Law</B></U>. This Guaranty shall be governed by and construed in accordance
with the substantive laws of the State of Florida, which venue will be Broward or Miami-Dade
County, Florida, without reference to conflict of laws principles.


<P align="left" style="font-size: 9.5pt; text-indent: 4%"><B>9.15 </B><U><B>Joint and Several Liability</B></U>. If Guarantor consists of more than one person or
entity, the word &#147;Guarantor&#148; shall mean each of them and their liability shall be joint and
several. The liability of Guarantor shall also be joint and several with the liability of any
other guarantor under any other guaranty.


<P align="left" style="font-size: 9.5pt; text-indent: 4%"><B>9.16 </B><U><B>Continuing Enforcement</B></U>. If, after receipt of any payment of all or any part of
the Liabilities, Lender is compelled or agrees, for settlement purposes, to surrender such payment
to any person or entity for any reason (including, without limitation, a determination that such
payment is void or voidable as a preference or fraudulent conveyance, an impermissible setoff, or a
diversion of trust funds), then this Guaranty shall continue in full force and effect or be
reinstated, as the case may be, and Guarantor shall be liable for, and shall indemnify, defend and
hold harmless Lender with respect to the full amount so surrendered. The provisions of this
Section shall survive the termination of this Guaranty and shall remain effective notwithstanding
the payment of the Liabilities, the cancellation of this Guaranty or any other Loan Document, the
termination, cancellation or expiration of the Credits, the release of any security interest, lien
or encumbrance securing the Liabilities, if any, or any other action which Lender may have taken in
reliance upon its receipt of such payment. Any cancellation, release or other such action shall be
deemed to have been conditioned upon any payment of the Liabilities having become final and
irrevocable.


<P align="left" style="font-size: 9.5pt; text-indent: 4%"><B>9.17 </B><U><B>Waiver of Jury Trial</B></U>. GUARANTOR AGREES THAT, TO THE EXTENT PERMITTED BY
APPLICABLE LAW, ANY SUIT, ACTION OR PROCEEDING, WHETHER CLAIM OR COUNTERCLAIM, BROUGHT BY GUARANTOR
ON OR WITH RESPECT TO THIS GUARANTY, THE LC AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE DEALINGS OF
THE PARTIES WITH RESPECT HERETO OR THERETO, SHALL BE TRIED ONLY BY A COURT AND NOT BY A JURY.
GUARANTOR HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND INTELLIGENTLY, AND WITH THE ADVICE OF
COUNSEL, WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY
SUCH SUIT, ACTION OR PROCEEDING. FURTHER, GUARANTOR WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR
RECOVER, IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL OR
OTHER DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. GUARANTOR ACKNOWLEDGES AND AGREES
THAT THIS SECTION IS A SPECIFIC AND MATERIAL ASPECT OF THIS GUARANTY AND THAT LENDER WOULD NOT
EXTEND CREDIT TO BORROWER OR ISSUE THE CREDITS IF THE WAIVERS SET FORTH IN THIS SECTION WERE NOT A
PART OF THIS GUARANTY.


<P align="left" style="font-size: 9.5pt; text-indent: 4%"><B>9.18 </B><U><B>Fraudulent Transfer</B></U>. In the event any payment by Borrower or any other person to
Lender is held to constitute a preference, fraudulent transfer or other voidable payment under any
bankruptcy, insolvency or similar law, or if for any other reason Lender is required to refund such
payment or pay the amount thereof to any other party, such payment by Borrower or any other party
to Lender shall not constitute a release of Guarantor from any liability hereunder, and this
Guaranty shall continue to be effective or shall be reinstated (notwithstanding any prior release,
surrender or discharge by Lender of this Guaranty or of Guarantor), as the case may be, with
respect to, and this Guaranty shall apply to, any and all amounts so refunded by Lender or paid by
Lender to another person (which amounts shall constitute part of the Liabilities of Borrower), and
any interest paid by Lender and any attorneys&#146; fees, costs and expenses paid or incurred by Lender
in connection with any such event. It is the intent of Guarantor and Lender that the obligations
and liabilities of Guarantor hereunder are absolute and unconditional under any and all
circumstances and that until the Liabilities of Borrower are fully and finally paid and performed
and the Letters of Credit are terminated or expired, and not subject to refund or disgorgement, the
obligations and liabilities of Guarantor hereunder shall not be discharged or released, in whole or
in part, by any act or occurrence that might, but for the provisions of this Guaranty, be deemed a
legal or equitable discharge or release of a guarantor. Notwithstanding anything in this Guaranty
to the contrary, Liabilities under this Guaranty shall not exceed any amount that would cause this
Guaranty to be void, invalid or unenforceable or subordinated to the claims of any other creditors
pursuant to any fraudulent transfer or conveyance laws or any bankruptcy or other laws affecting
the rights of creditors generally.


<P align="left" style="font-size: 9.5pt; text-indent: 4%"><B>9.19 </B><U><B>LC Agreement</B></U>. Guarantor unconditionally guarantees to Lender the timely
performance of all obligations of Borrower under the terms and provisions of the LC Agreement.


<P align="left" style="font-size: 9.5pt; text-indent: 4%"><B>9.20 </B><U><B>Adequate and Sufficient Consideration</B></U>. Guarantor hereby acknowledges and agrees
that it is solvent, it is receiving equivalent value in return for guaranteeing the Liabilities of
Borrower, and this Guaranty does not violate any lending restrictions imposed upon Guarantor by a
third party.


<P align="center" style="font-size: 9.5pt">&#091;SIGNATURE PAGES TO FOLLOW)





<P align="center" style="font-size: 10pt; display: none">1
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<P align="left" style="font-size: 9.5pt; text-indent: 4%"><B>IN WITNESS WHEREOF</B>, Guarantor, intending to be legally bound, has duly executed and delivered
this Guaranty Agreement as of the day and year first above written.

<DIV align="center">
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    <TD width="43%">&nbsp;</TD>
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    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><B>GUARANTOR:</B></TD>
</TR>
<TR valign="bottom" style="font-size: 9.5pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;<BR>
&nbsp;<BR>
/s/ Melisa R. Boross<BR>
Signature<BR>
Printed Name: Melisa R. Boross<BR>
&nbsp;<BR>
/s/ Marie Grondin<BR>
Signature<BR>
Printed Name: Marie Grondin
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><B>&nbsp;<BR>
AVATAR HOLDINGS, INC.,</B><BR>
a Delaware corporation<BR>
&nbsp;<BR>
By: /s/ Patricia K. Fletcher<BR>
Patricia K. Fletcher<BR>
Executive Vice President<BR>
<BR>
<BR></TD>
</TR>
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</DIV>

&nbsp;

<P align="left" style="font-size: 9.5pt">STATE OF FLORIDA&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;)


<P align="left" style="font-size: 9.5pt; text-indent: 9%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;) SS:


<P align="left" style="font-size: 9.5pt">COUNTY OF MIAMI-DADE&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;)

&nbsp;

<P align="left" style="font-size: 9.5pt; text-indent: 4%">I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State
aforesaid and in the County aforesaid to take acknowledgments, the foregoing instrument was
acknowledged before me by <B>PATRICIA K. FLETCHER</B>, as the Executive Vice President of <B>AVATAR HOLDINGS
INC</B>., a Delaware corporation, freely and voluntarily under authority duly vested in him by said
corporation. She is personally known to me or who has produced a drivers&#146; license as
identification.

&nbsp;

<P align="left" style="font-size: 9.5pt">WITNESS my hand and official seal in the County and State last aforesaid this 18th day of May,
2010.

&nbsp;
<DIV align="center">
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    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Ohilda V. Gilbert</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 9.5pt">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Notary Public</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 9.5pt">
    <TD align="left" valign="top">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Ohilda V. Gilbert</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 9.5pt">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Typed, printed or stamped name of Notary Public</DIV></TD>
</TR>
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</TABLE>
</DIV>


<P align="left" style="font-size: 9.5pt">Commission No.&nbsp;DD716983
<BR>
My Commission Expires: 10/8/2011



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<TYPE>EX-99.2
<SEQUENCE>3
<FILENAME>exhibit2.htm
<DESCRIPTION>EX-99.2
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<P align="center" style="font-size: 10pt"><FONT style="font-size: 11pt"><B>CONTINUING LETTER OF CREDIT AGREEMENT</B></FONT>



<P align="left" style="font-size: 11pt">In consideration of the Bank (as defined below) previously having issued letters of credit whether
documentary or standby and all amendments thereto (hereinafter each individually, and all
collectively called the &#147;Credit&#148;) substantially in accordance with an Application (as defined
below) for a Credit tendered to the Bank the undersigned (hereinafter, individually and
collectively, the &#147;Applicant&#148;) agrees:


<P align="left" style="font-size: 11pt"><B>1.&nbsp;Definitions</B>. As used herein: (A) &#147;<B>Agreement</B>&#148; means each Application by the Applicant for a
Credit and this Continuing Letter of Credit Agreement, as each may be modified; (B) &#147;<B>Application</B>&#148;
means, if Applicant uses electronic communication facilities to apply for or instruct the Bank as
to the contents of a Credit, information sufficient to enable the Bank to prepare and issue or
amend a Credit for Applicant&#146;s account transmitted by electronic message (which may, but need not,
be computer generated), including facsimile, directed to the Bank by Applicant using such
identification codes, passwords, and other security procedures as the Bank and Applicant may agree
are commercially reasonable from time to time; or a written and signed application with sufficient
information delivered to the Bank to enable it to prepare and issue or amend a Credit for
Applicant&#146;s account; (C) &#147;<B>Bank</B>&#148; means Wachovia Bank, National Association and all of its branches,
whether in the United States or foreign and any of Bank&#146;s affiliates that issue letters of credit;
Applicant authorizes and directs the Bank to select the branch or affiliate which will issue or
process any Credit; and for the purposes of Sections&nbsp;4, 7 and 9, &#147;Bank&#148; includes correspondents of
Bank; (D) &#147;<B>Business Day</B>&#148; means any day that is not a Saturday, Sunday or other day on which
commercial banks are authorized or required to close at the place where Bank is obligated to honor
a presentation or otherwise act under the Credit or this Agreement; (E) &#147;<B>Collateral</B>&#148; shall have the
meaning ascribed thereto in the Security Agreement; (F) &#147;<B>Draft</B>&#148; means any draft (sight or time),
receipt, acceptance, cable, SWIFT or other written demand for payment; (G) &#147;<B>Event of Default</B>&#148; means
(i)&nbsp;failure to pay or perform any of the Obligations when due; (ii)&nbsp;termination of Applicant&#146;s
existence; (iii)&nbsp;institution of any proceeding under any law relating to bankruptcy, insolvency or
reorganization by or against Applicant, or the appointment of a receiver or similar official for
Applicant or any of Applicant&#146;s property; (iv)&nbsp;seizure or forfeiture of Applicant or a material
portion of its property; (v)&nbsp;a change in control of Applicant; (vi)&nbsp;attachment or restraint of or
other legal process against property in which Applicant has an interest in the control of Bank or
any third party on behalf of Bank; (vii)&nbsp;any statement to Bank made by Applicant or on its behalf
is incorrect or misleading in any material respect; (viii)&nbsp;Applicant&#146;s failure to withhold, collect
or pay any material tax when assessed or due; (ix)&nbsp;any other act or circumstance leading Bank in
good faith to deem itself insecure with respect to Obligations; (H) &#147;<B>Good Faith</B>&#148; means honesty in
fact in the conduct or transaction concerned; (I) &#147;<B>ISP 98</B>&#148; means the International Standby
Practices, International Chamber of Commerce (&#147;ICC&#148;) Publication No.&nbsp;590, or any subsequent
revisions or restatement thereof which may be adopted by the ICC and in use by the Bank; (J)
&#147;<B>Jurisdiction</B>&#148; means the state in the United States where the Bank&#146;s branch which maintains
Applicant&#146;s major deposits is located, or if Applicant does not have deposits with the Bank, the
Bank&#146;s office in a state of the United States where Applicant&#146;s major banking relationship with it
is conducted; if neither of the foregoing apply, then jurisdiction shall mean New York City, New
York; (K) &#147;<B>Obligations</B>&#148; means all obligations of any, some or all of parties comprising the
Applicant to Bank now or hereafter existing under the Agreement or the Security Agreement; (L)
&#147;<B>Prime Rate</B>&#148; means that changing rate of interest announced publicly from time to time by Bank as
its Prime Rate; (M) &#147;<B>Property</B>&#148; means all present and future inventory, equipment, farm products and
other goods, documents, policies and certificates of insurance, securities, securities
entitlements, securities accounts, financial assets, investment property, instruments,
letters-of-credit and letter-of-credit rights, chattel paper, accounts, general intangibles, money,
and any and all other types of property (including, but not limited to, deposit accounts and
certificates of deposit), together with all cash and non cash proceeds and products thereof, and
all Applicant&#146;s rights thereto and all documents relative thereto, constituting Collateral; (N)
&#147;<B>Security Agreement</B>&#148; means that certain Security Agreement by and between Applicant and Bank dated
May&nbsp;4, 2010; and (O) &#147;<B>UCP</B>&#148; means the Uniform Customs and Practice for Documentary Credits, ICC
Publication Number 500, or any subsequent revision or restatement thereof adopted by the ICC and in
use by the Bank. Terms not defined herein will, if defined therein, have the same meaning as given
in the Uniform Commercial Code as amended from time to time.


<P align="left" style="font-size: 11pt"><B>2.&nbsp;Applicant&#146;s Reimbursement of Bank</B>: (A)&nbsp;Applicant shall pay Bank on demand in immediately
available funds (in United States currency) (i)&nbsp;the amount of each Draft drawn or purporting to be
drawn under the Credit (whether drawn before, on or after the expiry date stated in the Credit);
provided that if the Credit provides for acceptance of a time draft or incurrence of a deferred
payment obligation, reimbursement shall be due sufficiently in advance of its maturity to enable
the Bank to arrange for its cover in same day funds to reach the place where it is payable no later
than the date of its maturity; (ii)&nbsp;any amount by which Bank&#146;s cost of payment under the Credit
exceeds the amount paid by Applicant; (iii)&nbsp;interest on all amounts not paid when due at a
fluctuating rate per annum equal to the Prime Rate plus 2%, but in no event at an interest rate
exceeding the highest rate permitted by applicable law. (B) &#091;Intentionally omitted&#093; (C) <B>Fees
Costs and Expenses</B>. Applicant will pay Bank (i)&nbsp;fees in respect of the Credit at such rates and
times as Applicant and Bank may agree in writing or, in the absence of such an agreement, in
accordance with Bank&#146;s standard fees then in effect (including, if applicable, application fees,
issuance fees, maintenance fees, amendment fees, drawing fees, discrepancy fees, acceptance or
deferred payment obligation fees, transfer fees and assignment of letter of credit proceeds fees);
and (ii)&nbsp;on demand, all costs and expenses that Bank incurs in connection with the Credit or this
Agreement, including (a)&nbsp;reasonable attorneys&#146; fees and disbursements and other dispute resolution
expenses to protect or enforce Bank&#146;s rights or remedies under or in connection with the Credit,
this Agreement or any separate security agreement, guaranty or other agreement or undertaking
supporting this Agreement or to respond to any notice of forgery, fraud, abuse or illegality in
connection with this Agreement, the Credit, any presentation under the Credit or any transaction
underlying the Credit (including an active defense by Bank in any action in which an injunction is
sought or obtained against presentation or honor), (b)&nbsp;costs and expenses in connection with any
requested amendment to or waiver under the Credit or this Agreement, (c)&nbsp;costs and expenses in
complying with any governmental exchange, currency control or other laws, rules or regulations of
any country now or hereafter applicable to the purchase or sale of, or dealings in, foreign
currency, (d)&nbsp;any stamp taxes, recording taxes, or similar taxes or fees payable in connection with
the Credit or this Agreement, and (e)&nbsp;any adviser, confirmer, or other nominated person fees and
expenses that are chargeable to Applicant or Bank. References in this Agreement to attorneys&#146; fees
and disbursements shall include any reasonably allocated costs of internal counsel. In addition,
customary fees and costs for any extension, requested by Borrower, of the term of the subject
letters of credit shall be paid 15&nbsp;days prior to the date after which the Bank can no longer cancel
the auto-renewal feature. &nbsp;If a request for extension or the fee for an extension request is not
received prior to the 15-day window, the Bank reserves the right to provide notice to the
beneficiary that the auto-renewal feature of the Credit is cancelled, and that the Credit will
terminate on the then existing expiration date. (D) <B>Increased Costs and Taxes</B>. Applicant shall
pay Bank on demand increased costs or Bank&#146;s reduction in yield from any new or changed reserve,
capital, special deposit, tax, insurance or other requirement or guideline affecting the Bank&#146;s or
its parent&#146;s contingent or absolute rights or obligations under or in connection with this
Agreement or any Credit provided the Bank acts reasonably to avoid or minimize the increased costs
or reduction in the yield and computes the same on a reasonable basis. Applicant agrees that all
payments hereunder shall be made without withholding, deduction or set-off and shall be made free
and clear of taxes other than federal and state income and franchise taxes imposed on the Bank.
(E) <B>Automatic Debit for Payment</B>. Applicant authorizes Bank to debit the Account (as defined in the
Security Agreement) for any payments due under this Agreement and/or if an Event of Default is
continuing, and Applicant further certifies that it holds legitimate ownership of these accounts
and preauthorizes these debits as part of its ownership rights.</FONT><FONT style="font-size: 10pt">
</FONT>

<P align="left" style="font-size: 10pt"><FONT style="font-size: 11pt"><B>3. Independence; Applicant Responsibility</B>. Applicant is responsible for preparing or
approving the text of the Credit as issued by Bank and as received by any Beneficiary, including
responsibility for any terms and conditions thereof that are ineffective, ambiguous, inconsistent,
unduly complicated, or reasonably impossible to satisfy. Applicant&#146;s ultimate responsibility for
the final text shall not be affected by any assistance Bank may provide such as drafting or
recommending text or by Bank&#146;s use or refusal to use text submitted by Applicant. Bank does not
represent or warrant that the Credit will satisfy Applicant&#146;s requirements or intentions.
Applicant is responsible for the suitability of the Credit for Applicant&#146;s purposes. Applicant
will examine the copy of the Credit, and any other documents sent by Bank in connection with the
Credit, and shall notify Bank of any non-compliance with Applicant&#146;s instructions, and of any
discrepancy in any document under any presentment or other irregularity, within 3 Business Days
after Applicant receives or should have received any of such documents (the &#147;Required Time&#148;);
provided, however, if the end of the Required Time falls on a weekend or Bank holiday, the deadline
shalt be extended to the end of the next Business Day. Applicant&#146;s failure to give timely and
specific notice during the Required Time of objection shall automatically waive Applicant&#146;s
objection, authorize or ratify Bank&#146;s action or inaction, and preclude Applicant from raising the
objection as a defense or claim against Bank.
</FONT>

<P align="left" style="font-size: 11pt"><B>4.&nbsp;Claims Against Bank; Waivers; Exculpations; Limitations of Liability, Ratification; Accounting</B>.
(A)&nbsp;Applicant&#146;s Obligations shall be irrevocable and unconditional and performed strictly in
accordance with the terms of this Agreement, irrespective of: (i)&nbsp;any change or waiver in the time,
manner or place of payment of or any other term of the Obligations (including any release) of any
other party who, if applicable, has guaranteed or is jointly and severally liable for any of the
Obligations or granted any security therefore; (ii)&nbsp;any exchange, change or release of any
Collateral or other collateral (including any failure of Bank to perfect any security interest
therein), for any of the Obligations, (iii)&nbsp;any presentation under the Credit being forged,
fraudulent or any statement therein being untrue or inaccurate, (iv)&nbsp;any agreement by Bank and any
Beneficiary extending or shortening Bank&#146;s time after presentation to examine documents or to honor
or give notice of discrepancies. (B)&nbsp;Without limiting the foregoing, it is expressly agreed that
the Obligations of Applicant to reimburse or to pay Bank pursuant to this Agreement will not be
excused by ordinary negligence, gross negligence, wrongful conduct or willful misconduct of Bank.
However, the foregoing shall not excuse Bank from liability to Applicant in any independent action
or proceeding brought by Applicant against Bank following such reimbursement or payment by
Applicant to the extent of any unavoidable direct damages suffered by Applicant that are caused
directly by Bank&#146;s gross negligence or willful misconduct; provided that (i)&nbsp;Bank shall be deemed
to have acted with due diligence and reasonable care if it acts in accordance with standard letter
of credit practice of commercial banks located in the place that the Credit is issued; and (ii)
Applicant&#146;s aggregate remedies against Bank for wrongfully honoring a presentation or wrongfully
retaining honored documents shall in no event exceed the aggregate amount paid by Applicant to Bank
with respect to the honored presentation, plus interest. (C)&nbsp;Without limiting any other provision
of the Agreement, Bank and, as applicable, its correspondents: (i)&nbsp;may rely upon any oral,
telephonic, telegraphic, facsimile, electronic, written or other communication believed in good
faith to have been authorized by Applicant, whether or not given or signed by an authorized person;
(ii)&nbsp;shall not be responsible for any acts or omissions by, or the solvency of, any Beneficiary,
any nominated person or any other person; (iii)&nbsp;May honor any presentation or drawing under the
Credit that appears on its face substantially to comply with the terms and conditions of the
Credit; (iv) (a)&nbsp;may permit partial shipment under the Credit, except as otherwise expressly stated
in the Credit, and may honor the relative Drafts without inquiry regardless of any apparent
disproportion between the quantity shipped and the amount of the relative Draft and the total
amount of the Credit and the total quantity to be shipped under the Credit, and (b)&nbsp;if the Credit
specifies shipments in installments within stated periods and the shipper fails to ship in any
designated period, shipments of subsequent installments may nevertheless be made in their
respective designated periods, and the relative Drafts may be honored; (v)may disregard any
requirement of the Credit that presentation be made to it at a particular place or by a particular
time of day (but not any requirement for presentation by a particular day) or that notice of
dishonor be given in a particular manner, and Bank may amend or specify any such requirement in the
Credits; (vi)&nbsp;may accept as a draft any written or electronic demand or request for payment under
the Credit, even if nonnegotiable or not in the form of a draft, and may disregard any requirement
that such draft, demand or request bear any or adequate reference to the Credit; (vii)&nbsp;may discount
or authorize the discount of any accepted draft or deferred payment obligation incurred under any
Credit; (viii)&nbsp;may honor, before or after its expiration, a previously dishonored presentation
under the Credit, whether pursuant to court order, to settle or compromises any claim that is
wrongfully dishonored or otherwise, and shall be entitled to reimbursement to the same extent (if
any) as if it had initially honored plus reimbursement of any interest paid by it; (ix)&nbsp;may honor,
upon receipt, any drawing that is payable upon presentation of a statement advising negotiation or
payment (even if such statement indicates that a draft or other document is being separately
delivered) and shall not be liable for any failure of any Draft or document to arrive or to conform
with the Draft or document referred to in the statement or any underlying transaction; (x)&nbsp;may
retain proceeds of the Credit based on a valid exercise of Bank&#146;s set off rights or an apparently
applicable attachment order or blocking regulation; (xi)&nbsp;may select any branch or affiliate of Bank
or any other bank to act as advising, transferring, confirming and/or nominated bank under the law
and practice of the place where it is located; (xii)&nbsp;shall not be responsible for any other action
or inaction taken or suffered by Bank or its correspondents under or in connection with the Credit,
with any presentation thereunder or with any Collateral, if required or permitted under any
applicable domestic or foreign law or letter of credit practice. Examples of laws or practice that
may be applicable, depending upon the terms of the Credit and where and when it is issued, include
the UCC, the Uniform Rules for Demand Guarantees (&#147;URG&#148;) the UCP, the ISP, published rules of
practice, applicable standard practice of banks that regularly issue letters of credit, and
published statements or interpretations on matters of standard bank practice. (D) &#091;Intentionally
omitted&#093; (E)&nbsp;Neither Bank nor any of its correspondents shall be liable in contract, tort, or
otherwise, for any punitive, exemplary, consequential, indirect or special damages. Any claim by
Applicant under or in connection with this Agreement or the Credit shall be reduced by an amount
equal to the sum of (i)&nbsp;the amount (if any) saved by Applicant as a result of the breach or other
wrongful conduct complained of; and (ii)&nbsp;the amount (if any) of the loss that would have been
avoided had Applicant taken all reasonable steps to mitigate any loss, including by enforcing its
rights in the transaction(s) underlying the Credit, and in case of a claim of wrongful dishonor, by
specifically and timely authorizing Bank to effect a cure.


<P align="left" style="font-size: 11pt"><B>5.&nbsp;Security Agreement</B>. The provisions of this Section shall only supplement, not supersede,
provisions of any other security agreement in favor of Bank which are inconsistent herewith. (A)
<B>Security Interest</B>. As security for the payment and performance of the Obligations, Applicant
assigns, pledges and grants to Bank a security interest in the Collateral. The security interest
of Bank in Collateral shall continue until all Obligations are repaid, and shall not be invalidated
by reason of the delivery or possession of the Property to Applicant or anyone else. (B)
<B>Subrogation</B>. As additional security for the Obligations, Bank shall be subrogated to the
Applicant&#146;s rights in respect of any transaction in any way related to the Credit or any Drafts,
including rights against Beneficiary or any collateral. (C) &#091;Intentionally omitted.&#093; (D) <B>Actions
Regarding Collateral</B>. Applicant will execute and deliver to Bank any documents, and take any
action, which Bank deems necessary or desirable to evidence or perfect any security interest in
favor of Bank, or to protect Bank&#146;s interests with respect to any Collateral; in order to
accomplish any of the foregoing, Bank may, at its option, at any time and without notice to
Applicant, transfer to, or register in the name of, Bank or its nominees any Collateral; and
further, Bank is irrevocably appointed as attorney-in-fact for Applicant and authorized, without
notice to Applicant, to execute and deliver all such documents and to take all such actions on
behalf of Applicant, including, without limitation, the execution, delivery and/or filing of
collateral control agreements, financing statements and trust receipt statements. This appointment
is coupled with an interest. (E) <B>Care of Property; Modification</B>. Bank will exercise care in the
preservation of Collateral if such Property is in the custody of Bank; provided, however, its
standard of care for Property in its custody is the lesser of that required by applicable law or
that requested by Applicant in writing. Applicant shall remain obligated under the terms of the
Agreement notwithstanding the release or substitution of any Collateral at any time(s), or any
delay, extension of time, renewal, compromise or other indulgence granted by Bank related to any
Obligations, or to any promissory note, Draft, bill of exchange or other instrument related to any
Obligations. Applicant waives notice of any such delay, extension, release, substitution, renewal,
compromise or other indulgence, and consents to be bound thereby as fully as if Applicant had
expressly agreed thereto in advance. The proceeds of any Collateral may be applied, in whole or in
part, by Bank to pay any matured, or to anticipate the payment of any unmatured, Obligations.


<P align="left" style="font-size: 11pt"><B>6.&nbsp;Communications. </B>(A) <B>Internet</B>. Applicant may electronically initiate the issuance and amendment
of any Credit and retrieve or send information about any outstanding Credit by accessing an
Internet site maintained by the Bank (the &#145;Web Site&#148;) through Applicant&#146;s computer equipment and
web browser software. Applicant is responsible to provide its own computer equipment and web
browser software and shall be responsible for all acquisition, installation, repair and maintenance
costs associated therewith. Applicant shall select its own internet service provider. Applicant
shall comply promptly with all instructions on the Web Site governing its use and the security
measures to be maintained in connection with its use. Applicant authorizes the Bank to receive
data and act upon Applicant&#146;s requests which Bank receives over the Web Site. Applicant agrees
that Bank may rely on the authenticity and accuracy of messages and information received by Bank on
the Web Site purporting to be from the Applicant. Applicant agrees: (i)&nbsp;to protect all assigned
operator identification passwords and accepts full responsibility for any compromise of
security;(ii) to limit access to the Web Site to those persons authorized by Applicant through the
use of security procedures implemented and enforced by the Applicant; (iii)&nbsp;accurately to input any
data fields necessary to initiate, release or cancel any transaction; (iv)&nbsp;to access the Web Site
as often as necessary consistent with Applicant&#146;s business activities it conducts on the Web Site,
which may be daily, and retrieve and review outstanding Credit detail reports; and (v)&nbsp;to notify
the Bank promptly of any error or defect in the report. Applicant acknowledges and understands
that the instructions sent by it through the internet to the Bank and the information retrieved by
the Applicant from the Web Site through the internet will be encrypted, but that such encryption is
not completely secure and is not free from errors, poor transmissions, interception, forgery,
viruses, tampering, destruction, deciphering or other delay or casualty. The Bank shall not be
liable for any loss, claim or liability, cost or expense arising from: (a)&nbsp;any of the foregoing;
(b)&nbsp;failure of any internet service provider to provide its services; (c)&nbsp;failure of communications
media, legal restrictions; (d)&nbsp;act of God, fire or other catastrophe, computer failure or any other
cause or circumstance beyond the Bank&#146;s control; (e)&nbsp;any unauthorized person&#146;s use of or access to
the Web Site; or (f)&nbsp;failure of Applicant to report errors or defects promptly. (B) <B>Electronic
Systems</B>. Applicant may desire to transmit and receive by means of facsimile, open intemet
communication, or other unguarded electronic communications (hereinafter collectively the
&#147;electronic systems&#148;) Applications and other paper-writings to or from the Bank. To induce the
Bank to accept communication via electronic systems, Applicant shall: i) ensure that its officers,
agents and employees, will at all times follow and maintain the integrity of any security
established by the Applicant and the Bank; ii) immediately notify the Bank in the event that
Applicant should have reason to believe that the security established for electronic systems
transmission has been breached or compromised in any manner; iii) ensure that only authorized
personnel selected and controlled by the Applicant request action(s) by transmittal of document(s)
by electronic systems; iv) ensure that any documents transmitted to the Bank by means of electronic
systems shall be a complete and accurate copy and if signed be executed by personnel authorized by
the Applicant; and v) maintain its software and equipment and any privacy control device within
such software or equipment without any reliance on or responsibility by the Bank. The Applicant
acknowledges and agrees that the Bank shall: i) not be responsible to the Applicant for any loss or
damage arising from the use of unguarded electronic systems, including access or misuse of
Applicant&#146;s confidential information, transmission of a virus, or failed, incomplete or inaccurate
transmission; ii) not be responsible to assure that, its software and equipment for receiving
messages or documents from electronic systems will be compatible with that of Applicant or
available at all times for Applicant&#146;s use; iii) have absolute discretion but without liability,
for any reason whatsoever, not to act upon documentation received by electronic systems; provided,
however, that the Bank shall notify the undersigned promptly should it elect to defer action until
the original documentation is physically presented to the Bank; iv) without any liability on its
part to do so, have the right at its discretion to make further inquiries and demand further
verification to determine the validity of any document prior to taking any action; and v) have the
right to assume that any reproduction of documentation received by electronic systems constitutes a
full, complete and accurate reproduction of the original documentation and that all signatures are
authorized and genuine. (C)&nbsp;Indemnity. Separate and independent from any other indemnity set
forth in this Agreement, the Applicant hereby indemnifies and holds the Bank harmless against any
and all loss, liability, damage or expenses of whatever kind and nature arising from Bank&#146;s
acceptance and/or delivery of information and Applications over its Web Site or by electronic
systems.


<P align="left" style="font-size: 11pt"><B>7.&nbsp;Two Parties Signing Agreement. </B>(A) <B>Co-Applicants</B>. If the Agreement is signed by two or more
Applicants, it shall be the joint and several obligation of each. Bank shall designate in the
Credit as account party and as Applicant, who without joinder of the account party shall have the
exclusive right to issue all instructions on any matters relating to the Credit. If the foregoing
information is left blank or incomplete, the Bank at its discretion may accept an Application, or
seek instruction, from any Applicant regarding a Credit, including, without limitation, any
amendment thereto or waiver of any discrepancy thereunder, and until Bank at the office at which
the relevant Credit is issued actually receives written notice of revocation, each Applicant shall
be bound by and hereby affirms the instructions of the other. (B) <B>Financial Institution as
Customer</B>. If the Agreement is signed as Applicant or co-Applicant by a bank, trust company or
other financial institution for its customer, such Applicant appoints Bank as its agent to issue
the Credit. Such Applicant and its customer agree to act in accordance with and be subject to the
Agreement. If such Applicant is required (i)&nbsp;to reimburse Bank; (ii)&nbsp;to pay Bank in the Event of
Default; (iii)&nbsp;to indemnify Bank; or (iv)&nbsp;to provide collateral, then its customer agrees to
reimburse, pay or indemnify Applicant for the full amount of those payments and to provide the
requisite collateral. In addition, the customer agrees to obtain such Applicant&#146;s consent before
agreeing to waive any discrepancy in the documents related to the Credit or to waive or amend any
terms of the Agreement or the Credit.


<P align="left" style="font-size: 11pt"><B>8.&nbsp;Event of Default. </B>On and after any Event of Default: (A)&nbsp;the amount of the Credit, as well as
any other Obligations, shall, at Bank&#146;s option, become due and payable immediately without demand
or notice to Applicant or if contingent, may be treated by Bank as due and payable for its maximum
face amount; (B)&nbsp;Bank may set off and apply any deposits or any other indebtedness at any time
owing by Bank to or for Applicant&#146;s credit or account against any matured or unmatured Obligations,
irrespective of whether or not Bank shall have made any demand under the Agreement and although
such deposits, indebtedness or Obligations may be unmatured or contingent; (C)&nbsp;Bank may exercise
all rights and remedies available to it in law or equity; and (D)&nbsp;in respect of any Collateral,
Bank may exercise all the rights and remedies of a secured party under the Uniform Commercial Code
or any other applicable law and also may, without notice except as required by law, sell such
Property or any part thereof in one or more parcels at public or private sale, for cash, on credit
or for future delivery, and on such other terms as Bank may deem commercially reasonable. Written
notice mailed or delivered to Applicant at the address specified in the Agreement at least five
business days prior to the date of public sale or prior to the date after which private sale is to
be made shall be reasonable, adequate notice. Applicant will pay on demand all costs and expenses
(including reasonable attorneys fees and legal expenses, incurred prior to or after a bankruptcy
filing) related to the custody, preservation or sale of, or collection from, or realization upon,
any of such Property and related to the collections of the Obligations and the enforcement of
Bank&#146;s rights against Property. In the event of sale of or collection from the Collateral, Bank
may in its discretion hold the proceeds as Collateral or apply the proceeds as Bank deems
appropriate to the payment of costs and expenses or to one or more of the Obligations, whether or
not then due.


<P align="left" style="font-size: 11pt"><B>9.&nbsp;Indemnification</B>. Applicant will indemnify and hold harmless Bank and its officers, directors,
affiliates, employees, attorneys and agents (each, an &#147;Indemnified Party&#148;) from and against any and
all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys&#146; fees
and disbursements and other dispute resolution expenses (including fees and expenses in preparation
for a defense of any investigation, litigation or proceeding) and costs of collection) that arise
out of or in connection with: (A)&nbsp;the Credit or any pre-advice of its issuance; (B)&nbsp;any payment or
action taken or omitted to be taken in connection with the Credit or this Agreement (including any
action or proceeding to (i)&nbsp;restrain any presentation, (ii)&nbsp;compel or restrain any payment or the
taking of any other action under the Credit, (iii)&nbsp;obtain damages for wrongful dishonor or honor of
the Credit or for breach of any other duty arising out of or related to the Credit, (iv)&nbsp;compel or
restrain the taking of any action under this Agreement or (v)&nbsp;obtain similar relief (including by
way of interpleader, declaratory judgment, attachment or otherwise), regardless of who the
prevailing party is in any such action or proceeding); (C)&nbsp;an adviser or a confirmer or other
nominated person seeking to be reimbursed, indemnified or compensated, (D)&nbsp;any beneficiary
requested to issue its own undertaking seeking to be reimbursed, indemnified or compensated or (E)
any third party seeking to enforce the rights of an applicant, beneficiary, nominated person,
transferee, assignee of letter of credit proceeds, or holder of an instrument or document; (F)&nbsp;the
enforcement of this Agreement or any rights or remedies under or in connection with this Agreement,
the Collateral or the Credit; (G)&nbsp;the release by Applicant of any Credit to any third party prior
to its issuance by the Bank; or (H)&nbsp;any act or omission, whether rightful or wrongful, of any
present or future de jure or de facto government or governmental authority (including with respect
to any document or property received under this Agreement or the Credit ) or any other cause beyond
the Bank&#146;s control, except to the extent such liability, loss, damage, cost or expense is found in
a final, non-appealable judgment by a court of competent jurisdiction to have resulted directly
from such Indemnified party&#146;s gross negligence or willful misconduct. Applicant will pay on demand
from time to time all amounts owing under this section. If and to the extent that the obligations
of Applicant under this section are unenforceable for any reason, Applicant agrees to make the
maximum contribution to the payment of such obligation that is permissible under applicable law.


<P align="left" style="font-size: 11pt"><B>10.&nbsp;Governing Law; UCP, MP 98</B>. The UCP or ISP 98 as applicable to each Credit governs this
Agreement and is incorporated herein. Subject to the other provisions of the Agreement, the
Agreement shall be governed by and construed in accordance with the substantive laws of the
Jurisdiction, without regard to conflicts of law principles, except to the extent that such law is
inconsistent with the UCP or 1SP 98, as applicable. In the event any provision of the UCP or 1SP
98, as applicable, is or is construed to vary from or be in conflict with any provision of any
applicable law of the Jurisdiction or the federal law of the United States, to the extent permitted
by law, the UCP or the ISP 98, as applicable, shall govern or be read to explain the applicable
law. Unless Applicant specifies otherwise in its application for the Credit, Applicant agrees that
Bank may issue the Credit subject to the UCP or ISP 98 or, at Bank&#146;s option, such later revision of
either thereof as is in effect at the time of issuance of the Credit. Bank&#146;s privileges, rights
and remedies under the UCP, 1SP 98 or such later revision shall be in addition to, and not in
limitation of, its privileges, rights, and remedies expressly provided for herein. The UCP and ISP
98 shall serve, in the absence of proof to the contrary, as evidence of standard practice with
respect to the subject matter thereof.


<P align="left" style="font-size: 11pt"><B>11.&nbsp;Savings Clause</B>. Whenever possible, each provision of the Agreement shall be interpreted in a
manner as to be effective and valid under applicable law, but if any provision of the Agreement
shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of the Agreement.


<P align="left" style="font-size: 11pt"><B>12.&nbsp;Bankruptcy and Forfeiture Reinstatement</B>. If any consideration transferred to Bank in payment
of, or as collateral for, or in satisfaction of the Obligations, shall be voided in whole or in
part as a result of (A)&nbsp;a subsequent bankruptcy or insolvency proceeding; (B)&nbsp;any forfeiture or in
rem seizure action or remedy; (C)&nbsp;any fraudulent transfer or preference action or remedy; or (D)
any other criminal or equitable proceeding or remedy, then Bank may at its option recover the
Obligations or the consideration so voided from Applicant In such event, Bank&#146;s claim to recover
the voided consideration shall be a new and independent claim arising under the Agreement, and
shall be jointly and severally due and payable immediately by Applicant.


<P align="left" style="font-size: 11pt"><B>13.&nbsp;Miscellaneous</B>. The rights and remedies granted to Bank in the Agreement are in addition to
all other rights or remedies afforded to Bank under applicable law, equity or other agreements.
The terms of the Agreement may not be waived or amended, unless the parties consent in writing.
The Agreement shall be binding on Applicant&#146;s heirs, executors, administrators, successors and
permitted assigns, and shall inure to the benefit of Bank&#146;s successors and assigns. Bank can
assign this Agreement and its rights to reimbursement regarding any Credit without Applicant&#146;s
consent. Applicant shall not assign any rights or remedies related to the Agreement or the Credit
without written consent of the Bank. Any notice to Applicant, if mailed, shall be deemed given
when mailed, postage paid, addressed to Applicant at the address on the Application or such other
address furnished by Applicant to Bank. This Section shall not be deemed to be an exclusive list
of each means of notice from one party to the other. The Agreement will continue in full force and
effect until the expiration or cancellation of each Credit and all outstanding Obligations have
been satisfied in a manner satisfactory to Bank, and Applicant requests termination in writing.
Applicant will comply with all laws, regulations and customs now or hereafter applicable to the
Agreement or to the transaction related to the Credit, and will furnish evidence of compliance as
Bank may require. This Agreement contains the final, complete and exclusive understanding of, and
supersedes all prior or contemporaneous, oral or written, agreements, understandings,
representations and negotiations between, the parties relating to the subject matter of this
Agreement.


<P align="left" style="font-size: 11pt"><B>14.&nbsp;Consent to Jurisdiction and Venue</B>. IN ANY PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY
MATTER ARISING OUT OF OR RELATED TO THE AGREEMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER,
APPLICANT IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT
LOCATED IN ANY COUNTY IN THE JURISDICTION AND AGREES NOT TO RAISE ANY OBJECTION TO THE JURISDICTION
OR TO THE LAYING OR MAINTAINING OF THE VENUE OF ANY SUCH PROCEEDING IN THE JURISDICTION. APPLICANT
AGREES THAT SERVICE OF PROCESS IN ANY SUCH PROCEEDING MAY BE DULY EFFECTED UPON IT BY MAILING A
COPY THEREOF, BY REGISTERED MAIL, POSTAGE PREPAID, TO IT.


<P align="left" style="font-size: 11pt"><B>15.&nbsp;WAIVER OF JURY TRIAL</B>. TO THE EXTENT PERMITTED BY APPLICABLE LAW, APPLICANT AND WHEN IT ISSUES
A CREDIT, BANK KNOWINGLY AND VOLUNTARILY WAIVE ALL RIGHTS TO TRIAL BY JURY WITH RESPECT TO ANY
LITIGATION BASED ON, ARISING OUT OF, OR RELATING TO THE AGREEMENT OR THE CREDIT, OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (ORAL OR WRITTEN) OR ACTIONS OF ANY PARTY WITH RESPECT
THERETO. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BANK TO ISSUE THE CREDIT.


<P align="left" style="font-size: 11pt"><B>16.&nbsp;Effectiveness of Agreement</B>. Applicant agrees that the terms and conditions of this Continuing
Letter of Credit Agreement shall be continuing and shall apply to any Credit currently, or in the
future, issued by the Bank on Applicant&#146;s behalf.


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

<P align="left" style="font-size: 11pt">We, the undersigned parties, hereby agree and authorize this application to be processed as a joint
application for credit. We intend to apply for joint credit and acknowledge your reliance on all
of our incomes to repay this obligation.


<P align="left" style="font-size: 11pt">Very truly yours,

<DIV align="center">
<TABLE style="font-size: 11pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="73%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="22%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 11pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Avatar Properties Inc., a Florida corporation
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR></TD>
</TR>
<TR valign="bottom" style="font-size: 11pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR></TD>
</TR>
<TR valign="bottom" style="font-size: 11pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">By: /s/ Patricia K. Fletcher, EVP<BR>
(Authorized Signature and Title)<BR>
&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Date: May&nbsp;18, 2010<BR>
&nbsp;<BR>
&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 11pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">X I do not intend to apply for credit.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR></TD>
</TR>
<TR valign="bottom" style="font-size: 11pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Avatar Holdings Inc., a Delaware corporation<BR>
&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR>
<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 11pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">By: /s/ Patricia K. Fletcher, EVP<BR>
(Authorized Signature and Title)<BR>
&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Date: May&nbsp;18, 2010<BR>
&nbsp;<BR>
&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 11pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">x I do not intend to apply for credit.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



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<DESCRIPTION>EX-99.3
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<P align="center" style="font-size: 10pt"><FONT style="font-size: 12pt"><U><B>SECURITY AGREEMENT</B></U></FONT>



<P align="left" style="font-size: 12pt; text-indent: 4%">This SECURITY AGREEMENT (this &#147;<B><I>Agreement</I></B>&#148;) is made and entered into on this 18th&nbsp;day of May,
2010, by and between AVATAR PROPERTIES INC., a Florida corporation (the &#147;<B><I>Company</I></B>&#148;), AVATAR HOLDINGS
INC., a Delaware corporation (&#147;<B><I>Holdings</I></B>&#148;), and WELLS FARGO BANK, NATIONAL ASSOCIATION (successor by
merger with WACHOVIA BANK, NATIONAL ASSOCIATION) (the &#147;<B><I>Bank</I></B>&#148;).


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



<P align="left" style="font-size: 12pt; text-indent: 4%">WHEREAS, the Bank, Holdings and the Company are parties to that certain amended and Restated
Credit Agreement dated as of March&nbsp;27, 2008 (the &#147;<B><I>Credit Agreement</I></B>&#148;) among the Bank, as agent, the
Company, Holdings and the lenders from time to time party thereto (the &#147;<B><I>Lenders</I></B>&#148;); and


<P align="left" style="font-size: 12pt; text-indent: 4%">WHEREAS, pursuant to the Credit Agreement the Bank has heretofore issued to third parties at
the request of the Company the letters of credit identified on Exhibit&nbsp;A attached hereto and made a
part hereof (including all extensions thereof, each a &#147;<B><I>Letter of Credit</I></B>&#148; and together the &#147;<B><I>Letters
of Credit</I></B>&#148;); and


<P align="left" style="font-size: 12pt; text-indent: 4%">WHEREAS, the Company, Holdings and the Bank have agreed that the Credit Agreement is
terminated (other than any provisions of the Credit Agreement which, pursuant to the terms thereof,
survive repayment and/or termination), pursuant to notice delivered by the Company to the Bank on
May&nbsp;3, 2010; and


<P align="left" style="font-size: 12pt; text-indent: 4%">WHEREAS, the Bank has agreed to release the participation rights of the Lenders under the
Credit Agreement and to cause the Letters of Credit to no longer be governed by the terms of the
Credit Agreement, upon the conditions that (i)&nbsp;the Company (a)&nbsp;executes this Agreement, (b)
deposits into an account at the Bank, in the name of the Company, account number 2000033160135 (the
&#147;<B><I>Account</I></B>&#148;), the sum of $22,034,797.45 in immediately available funds (such funds and any other
funds contemplated herein to be deposited into the Account, the &#147;<B><I>Cash Collateral</I></B>&#148;), the amount of
which Cash Collateral is equal to 100% of the principal balance of the Letters of Credit, and (c)
pledges the Cash Collateral and the Account to the Bank pursuant to this Agreement, and (ii)
Holdings executes this Agreement and that certain Guaranty Agreement dated as of the date hereof in
favor of the Bank (the &#147;<B><I>Guaranty</I></B>&#148;); and


<P align="left" style="font-size: 12pt; text-indent: 4%">WHEREAS, the Company and Holdings have entered, and may enter, into one or more Continuing
Letter of Credit Agreement(s) and Application(s) (including that certain Continuing Letter of
Credit Agreement dated as of the date hereof by the Company and Holdings) all in favor of the Bank
(collectively, the &#147;<B><I>LC Agreement</I></B>&#148;) with respect to the Letters of Credit and the Company has agreed
to pledge to the Bank cash collateral to secure the Company&#146;s obligations with respect to the
Letters of Credit and the LC Agreement;


<P align="left" style="font-size: 12pt; text-indent: 4%">NOW, THEREFORE, for and in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:


<P align="left" style="font-size: 12pt; text-indent: 4%">1.&nbsp;<U>Security</U>. In order to secure the payment of the Company&#146;s obligations pursuant to
the LC Agreement, the Company hereby assigns, transfers, conveys and sets over to the Bank a
security interest in and to the following property, and all additions, accessions, and
substitutions thereto or therefor, and proceeds thereof, to the extent the same are owned by the
Company, all of which are hereinafter referred to as the &#147;<B><I>Collateral</I></B>&#148;: the Account, the Cash
Collateral and all other cash and gross receipts now or hereafter on deposit in or credited to the
Account, interest, dividends, and earnings now or hereafter accruing thereon, and all proceeds and
products of any of the foregoing.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.&nbsp;<U>Liabilities Secured</U>. The security interest herein conveyed shall secure the
payment of (a)&nbsp;all of the Company&#146;s obligations pursuant to this Agreement and the LC Agreement,
including without limitation interest thereon, (b)&nbsp;all costs and expenses incurred by the Bank in
the collection of any of the foregoing and enforcement of this Agreement and the LC Agreement,
including reasonable attorneys&#146; fees, and (c)&nbsp;all other obligations owing to the Bank by the
Company, but only to the extent that any such obligation is described or referred to in a document
executed by the Company which specifically states that such obligation is secured by this
Agreement, the Account or the Cash Collateral.


<P align="left" style="font-size: 12pt; text-indent: 4%">3.&nbsp;<U>Collateral</U>. The Collateral shall remain in Bank&#146;s sole possession and control at
all times during the term of this Agreement. Other than to the extent of interest earned and paid
into the Account, the Company shall have no right to withdraw the Cash Collateral or any other
amounts from the Account. Upon any draw under a Letter of Credit, funds held in the Account shall
be applied to the extent necessary to reimburse the Bank for such draw on the Letter of Credit and
to pay all other amounts due to the Bank with respect to the Letters of Credit. Upon expiration,
termination or cancellation of any Letter of Credit, the Bank agrees to release Cash Collateral in
an amount equal to the face amount of such Letter of Credit, if after giving effect to the release
of such amount of Cash Collateral, the aggregate amount of Cash Collateral in the Account equals or
exceeds 100% of the face amount of all other Letters of Credit outstanding at such time. Upon
reduction in the face amount of any Letter of Credit, the Bank agrees to release Cash Collateral in
an amount equal to such reduction, if after giving effect to the release of such amount of Cash
Collateral, the aggregate amount of Cash Collateral in the Account equals or exceeds 100% of the
face amount of all Letters of Credit outstanding at such time.


<P align="left" style="font-size: 12pt; text-indent: 4%">4.&nbsp;<U>Company&#146;s and Holdings&#146; Warranties and Covenants</U>. The Company and Holdings each
hereby warrants and covenants as follows, all of which warranties and covenants shall continue
throughout the term of this Agreement, and the Company and Holdings each agrees to promptly advise
the Bank in writing of any changes in any matters warranted herein:


<P align="left" style="font-size: 12pt; text-indent: 8%">a.&nbsp;Except for the security interest granted hereby, the Company is the owner of the Collateral
free from any other lien, security interest or encumbrance and no security interest or interests
and no financing statement or statements, other than those contemplated by this Agreement, covering
the Collateral or proceeds thereof, exists.


<P align="left" style="font-size: 12pt; text-indent: 8%">b.&nbsp;The Company&#146;s state of incorporation is Florida and its address is as shown on the
signature page hereof.


<P align="left" style="font-size: 12pt; text-indent: 8%">c.&nbsp;Holdings&#146; state of incorporation is Delaware and its address is as shown on the signature
page hereof.


<P align="left" style="font-size: 12pt; text-indent: 8%">d.&nbsp;The Company shall cause to remain in the Account at all times Cash Collateral which equals
or exceeds 100% of the face amount of all Letters of Credit outstanding at such time.


<P align="left" style="font-size: 12pt; text-indent: 8%">e.&nbsp;The Company and Holdings will defend the Collateral against all claims and demands of all
persons at any time claiming the same or any interest therein.


<P align="left" style="font-size: 12pt; text-indent: 8%">f.&nbsp;The Company authorizes the Bank to file financing statements and the Company will execute
other documents deemed necessary by the Bank, to perfect or preserve its security interest in the
aforesaid Collateral and the proceeds thereof. The Company and Holdings will jointly and severally
pay the costs and fees of filing or recording such statements or documents.


<P align="left" style="font-size: 12pt; text-indent: 4%">5.&nbsp;<U>Default</U>. At the option of the Bank, the Company and Holdings shall be in default
hereunder if an Event of Default (as defined in the LC Agreement) occurs under the LC Agreement.
Further, any default under this Agreement shall be an Event of Default (as defined in the LC
Agreement) under the LC Agreement and the Guaranty.


<P align="left" style="font-size: 12pt; text-indent: 4%">6.&nbsp;<U>Remedies upon Default</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">a.&nbsp;<U>General</U>. In the event of the occurrence of a default under this Agreement, the
Bank shall have the rights and remedies contained herein, in the LC Agreement and the Guaranty and
any other agreements and instruments providing for, evidencing or securing any of the Company&#146;s
obligations to the Bank secured hereby, and the rights and remedies provided in Article&nbsp;9 of the
Uniform Commercial Code of the State of Florida.


<P align="left" style="font-size: 12pt; text-indent: 8%">b.&nbsp;<U>Application of Proceeds</U>. All proceeds of the Collateral may be first applied by
the Bank to the payment of expenses in connection with the exercise of its rights and remedies
hereunder and under the LC Agreement, including reasonable attorneys&#146; fees and legal expenses, and
any balance of such proceeds shall be applied by the Bank toward the payment of the indebtedness
secured hereby, including any accrued but unpaid fees with respect to the Letters of Credit, but in
such order of application as the Bank may elect in its sole discretion.


<P align="left" style="font-size: 12pt; text-indent: 4%">7.&nbsp;<U>Covenant to Pay Deficiency</U>. Upon the occurrence of a default, if the Collateral
fails to satisfy in full all of the indebtedness secured hereby, the Company and Holdings shall be
liable, jointly and severally, to and agree to pay any such deficiency, provided, however, that the
Bank shall not be required to proceed first against the Collateral but may elect to proceed first
or solely against the Company, Holdings or any other collateral.


<P align="left" style="font-size: 12pt; text-indent: 4%">8.&nbsp;<U>Termination</U>. Upon (a)&nbsp;payment in full and performance of the Company&#146;s obligations
under the Letters of Credit, the LC Agreement and this Agreement, and (b)&nbsp;the termination or
expiration of all the Letters of Credit, then the security interest granted hereby shall terminate.
Upon such termination, all amounts remaining in the Account shall be paid to the Company.


<P align="left" style="font-size: 12pt; text-indent: 4%">9.&nbsp;<U>Assignment</U>. Neither the Company nor Holdings shall assign its rights or delegate
the performance of its duties hereunder without the Bank&#146;s prior written permission. The Bank may
assign its rights and delegate the performance of its duties hereunder, and if the Bank does so,
the assignee upon notifying the Company and Holdings shall be entitled to the performance of all
the Company&#146;s and Holdings&#146; duties and to all the Bank&#146;s rights hereunder.


<P align="left" style="font-size: 12pt; text-indent: 4%">10.&nbsp;<U>Obligations of the Bank With Respect to Collateral</U>. Neither the Bank&#146;s acceptance
of the security interests granted hereunder nor any exercise by the Bank of its rights and remedies
hereunder shall be deemed to be an assumption by the Bank of any obligation or liability of the
Company or Holdings under or with respect to any Collateral, and the Company and Holdings shall
jointly and severally defend, indemnify and hold the Bank harmless from and against all claims,
demands, causes of action, liabilities, losses, costs and expenses (including costs of suit and
reasonable attorneys&#146; fees) arising from or in connection with any such obligation or liability
(except to the extent resulting from the gross negligence or willful misconduct of the Bank, its
agents or employees). The Bank&#146;s obligations with respect to Collateral in its possession shall be
limited to the duty to exercise reasonable care in the custody and preservation of such Collateral;
provided, however, that the Bank shall have no duty to take any steps to preserve the rights of the
Company or Holdings against other persons, or to initiate any action to protect against any decline
in the market value of any Collateral. The Bank shall not be obligated to take any action
requested by the Company or Holdings with respect to any Collateral unless such request is in
writing and the Bank determines that the requested action(s) could not impair the value of the
applicable Collateral as security for the obligations secured hereby or otherwise impair the Bank&#146;s
interests hereunder.


<P align="left" style="font-size: 12pt; text-indent: 4%">11.&nbsp;<U>Miscellaneous</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">a.&nbsp;The Company and Holdings each agrees that it will, upon the request of the Bank, from time
to time, execute and deliver to the Bank such further instruments and documents, including, without
limitation, financing statements, as may by the Bank be deemed proper or necessary for the more
effectual vesting in the Bank of its security interest in the Collateral. The Company and Holdings
shall jointly and severally pay all costs of filing the same. Further, the Company and Holdings
shall jointly and severally pay all costs and expenses of the Bank, including reasonable attorney&#146;s
fees, in connection with the preparation, administration and enforcement of this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 8%">b.&nbsp;Subject to the provisions of <U>Paragraph&nbsp;9</U> hereof, all provisions herein shall inure
to and become binding upon, the administrators, successors, representatives, receivers, trustees
and assigns of the parties hereto.


<P align="left" style="font-size: 12pt; text-indent: 8%">c.&nbsp;This Agreement and all amendments hereto, all supplements hereof, and all acts,
transactions, agreements, certificates, assignments and transfers hereunder shall be governed by
and construed in accordance with the laws of the State of Florida.


<P align="left" style="font-size: 12pt; text-indent: 8%">d.&nbsp;Any notices required or allowed hereunder shall be in writing and shall be deemed
satisfactorily given if given in the manner provided in the LC Agreement.


<P align="left" style="font-size: 12pt; text-indent: 8%">e.&nbsp;This Agreement is intended by the parties as a final expression of their agreement and is
intended as a complete statement of the terms herein stated. This Agreement may not be modified,
amended or changed in any manner, nor shall any waiver of any provision hereof be effective, except
by an instrument in writing signed by the party against whom enforcement of such modification,
amendment, change or waiver is sought.


<P align="left" style="font-size: 12pt; text-indent: 8%">f.&nbsp;The paragraph captions in this Agreement are for convenience only and are not to be
construed in interpreting this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 8%">g.&nbsp;If any term or provision of this Agreement, application thereof to any person or
circumstance, shall, to any extent, be invalid or unenforceable, the remainder hereof, or the
application of such term or provision to persons or circumstances other than those to which it is
invalid or unenforceable, shall not be affected thereby, and each term and provision of this
Agreement shall be valid and enforceable to the fullest extent permitted by law.


<P align="left" style="font-size: 12pt; text-indent: 4%">h.&nbsp;This Agreement may be executed in any number of counterparts, each of which when so
executed and delivered shall be deemed to be an original and it shall not be necessary in making
proof of this Agreement to produce or account for more than one such counterpart. Delivery of an
executed counterpart of this Agreement by telecopy or e-mail shall be as effective as an original
executed counterpart hereof.


<P align="center" style="font-size: 12pt">&#091;Signatures on following page&#093;




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




<P align="left" style="font-size: 12pt; text-indent: 8%">IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day, month and year
first above written.



<P align="left" style="margin-left:23%; font-size: 12pt">THE COMPANY:



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



<P align="left" style="margin-left:23%; font-size: 12pt">By: /s/ Patricia K. Fletcher<BR>
Name: Patricia K. Fletcher<BR>
Title: Executive Vice President<BR>

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="23%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="77%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD align="left" valign="top">Address:
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">201 Alhambra Circle, Suite&nbsp;1200<BR>
Coral Gables, Florida 33134</DIV></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<P align="left" style="margin-left:23%; font-size: 12pt">HOLDINGS:



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



<P align="left" style="margin-left:23%; font-size: 12pt">By: /s/ Patricia K. Fletcher<BR>
Name: Patricia K. Fletcher<BR>
Title: Executive Vice President<BR>

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="18%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="77%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD align="left" valign="top">Address:
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">201 Alhambra Circle, Suite&nbsp;1200<BR>
Coral Gables, Florida 33134</DIV></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<P align="left" style="margin-left:23%; font-size: 12pt">BANK:



<P align="left" style="margin-left:23%; font-size: 12pt">WELLS FARGO BANK, NATIONAL ASSOCIATION



<P align="left" style="margin-left:23%; font-size: 12pt">By: /s/ Kim Hunziker<BR>
Name: Kim Hunziker<BR>
Title: Vice President<BR>


<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="23%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Address: 1 East Broward Blvd., 3<sup>rd</sup> Floor</TD>
</TR>

</TABLE>



<P align="left" style="margin-left:28%; font-size: 12pt">Fort Lauderdale, FL 33301



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




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