AVATAR HOLDINGS INC
EX-10.14 EMPLOYMENT AGREEMENT/MICHAEL LEVY
<DOCUMENT>
<TYPE>EX-10.14
<SEQUENCE>16
<FILENAME>g82754exv10w14.txt
<DESCRIPTION>EX-10.14 EMPLOYMENT AGREEMENT/MICHAEL LEVY
<TEXT>
<PAGE>

                                                                   Exhibit 10.14

                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

                  This AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement")
is made as of March 6, 2003, between Avatar Properties Inc., a Florida
corporation (the "Company") and Michael Levy (the "Employee") and amends and
restates in its entirety, the amended and restated employment agreement dated as
of November 30, 2000 between the Company and the Employee (the "Original
Agreement").

                               W I T N E S S E T H

                  WHEREAS, the Employee is currently employed as Chief Operating
Officer and Executive Vice President of the Company pursuant to the Original
Agreement; and

                  WHEREAS, the Company and the Employee wish to provide for
certain modifications to the Original Agreement, all upon the terms hereinafter
set forth; and

                  WHEREAS, simultaneously with the execution of this Agreement,
the Employee is entering into that certain Earnings Participation Award
Agreement between the Employee and Avatar Holdings, Inc., a Delaware corporation
("Avatar");

                  NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereinafter set forth, the parties hereto agree as follows:

                  1. Employment and Term. The Company hereby employs the
Employee, and the Employee hereby accepts employment by the Company, in the
capacity and upon the terms and conditions hereinafter set forth. The term of
employment under this Agreement shall be for the period commencing as of January
1, 2003 (the "Commencement Date") and ending on December 31, 2007, unless
earlier terminated as herein provided (the "Term of Employment"). The last day
of the Employee's Term of Employment shall be referred to in this Agreement as
the "Date of Termination."

                  2. Duties. During the Term of Employment, the Employee shall
serve as the Company's Chief Operating Officer and Executive Vice President, and
shall perform such duties, functions and responsibilities as are customarily
associated with and incident to the position of Chief Operating Officer and
Executive Vice President and as the Company may, from time to time, require of
him, including, but not limited to, the performance of such functions and duties
for the Company's subsidiaries and affiliates as the Company may require,
subject to the direction of the Company's Board of Directors. The Employee shall
serve the Company faithfully, conscientiously and to the best of the Employee's
ability and shall promote the interests and reputation of the Company. Unless
prevented by sickness or disability, the Employee shall devote all of his time,
attention, knowledge, energy and skills, during normal working hours, and at
such other times as the Employee's duties may reasonably require, to the duties
of the Employee's employment; provided, however, that nothing contained herein
shall prevent the

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Employee from engaging in Permitted Activities (as defined below). The principal
place of employment of the Employee shall be the current principal executive
offices of the Company and/or such other location within 50 miles of Company's
current principal place of business as shall be necessary for the Employee to
discharge his duties hereunder and the Permitted Activities. For purposes of
this Agreement, "Permitted Activities" shall mean an ownership interest in, or
the provision of services in connection with the design, development,
construction, sales and marketing, operation and management, solely to or in
connection with, the existing Brookman-Fels projects conducted by the companies
set forth on Schedule I hereto, the Harbor Islands Joint Venture between Avatar
Harbor Islands, Inc. and Brookman-Fels at Harbor Islands, Inc., and the
Presidential Estate Joint Venture between Avatar at Presidential Estates, Inc.
and Brookman-Fels at Presidential Estates, Inc. The Employee acknowledges that
in the course of his employment he may be required, from time to time, to travel
on behalf of the Company; provided, however, that the Employee shall not be
required to spend more than 25% of his business time on overnight travel.

                  3. Compensation and Benefits. As full and complete
compensation for the Employee's execution and delivery of this Agreement and
performance of any services hereunder, the Company shall pay, grant or provide
the Employee, and the Employee agrees to accept, the following compensation and
benefits:

                           (a) Base Salary. The Company shall pay the Employee a
base salary at an annual rate of $500,000 payable at such times and in
accordance with the standard payroll practices of Avatar. On an annual basis or
at such other times as the Company may determine, the Employee's base salary
shall be reviewed, and in the sole discretion of the Board of Directors of the
Company, the Company may increase (but not decrease) the Employee's base salary.

                           (b) Annual Bonus. During the term of the Employee's
employment hereunder, the Company shall pay the Employee, and the Employee shall
accept from the Company for the Employee's services, in addition to the
Employee's Base Salary, a calendar year annual cash bonus of $250,000 ("Annual
Bonus"). Such Annual Bonus shall be payable in accordance with Avatar's policy
with respect to the compensation of executives, but no later than 30 days after
the end of each calendar year in respect of which the bonus is earned.

                           (c) Employee Benefits. The Company shall afford the
Employee the opportunity to participate during the Term of Employment in any
medical, dental, disability insurance, retirement, savings and any other
employee benefits plans or programs (including perquisites) which Avatar
maintains for its senior executives. Nothing in this Agreement shall require the
Company, Avatar or their affiliates to establish, maintain or continue any
benefit programs already in existence or hereafter adopted for senior executives
of Avatar, and nothing in the Agreement shall restrict the right of Avatar or
any of its affiliates to amend, modify or terminate any such benefit program.

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                           (d) Expenses. The Employee shall be entitled to
reimbursement or payment of reasonable business expenses (in accordance with
Avatar's policies for its senior executives, as the same may be amended from
time to time in Avatar's sole discretion), following the Employee's submission
of appropriate receipts and/or vouchers to the Company.

                           (e) Vacations, Holidays or Temporary Leave: The
Employee shall be entitled to take four (4) weeks of vacation per year, plus any
additional time, if any, as the Board of Directors of the Company or a committee
of the Board of Directors of the Company may determine, in its sole discretion,
without loss or diminution of compensation. Such vacation shall be taken at such
time or times, and as a whole or in increments, as the Employee shall elect,
consistent with the reasonable needs of the Company's business. The Employee
shall further be entitled to the number of paid holidays, and leaves for illness
or temporary disability in accordance with the policies of Avatar for its senior
executives (as such policies may be amended from time to time or terminated in
Avatar's sole discretion).

                  4. Intentionally Omitted.

                  5. Non-Competition and Protection of Confidential Information:

                    (a)  Restrictive Covenants:

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

                           (ii)     During the Term of Employment, the Employee
shall not, directly or indirectly, (A) solicit, in competition with the Company
or Avatar (their subsidiaries and/or affiliates (each of the foregoing entities
being referred to herein, collectively and individually, as the "Avatar
Entities"), any person who is a customer of any business conducted by the Avatar
Entities or (B) in any manner whatsoever induce, or assist others to induce, any
supplier of the Company to terminate its association with such entity or do
anything, directly or indirectly, to interfere with the business

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relationship between the Company or Avatar and any of their respective current
or prospective suppliers.

                           (iii)    During the Term of Employment the Employee
shall not, directly or indirectly, solicit or induce any employee of the Avatar
Entities to terminate his or her employment for any purpose, including without
limitation, in order to enter into employment with any entity which competes
with any business conducted by the Avatar Entities.

                           (iv)     The Employee recognizes and acknowledges
that certain confidential business and technical information used by the
Employee in connection with the Permitted Activities that includes, without
limitation, certain confidential and proprietary information relating to the
designing, development, construction and marketing of real estate, is a
valuable, special and unique asset of the Company, such information, subject to
Section 5(a)(vi) below, collectively being referred to as the "Confidential
Information." During the Term of Employment the Employee shall not (A) use
Confidential Information, or any part thereof other than in connection with his
duties hereunder or Permitted Activities, nor (B) disclose such information to
any person, firm, corporation, association or other entity for any purpose or
reason whatsoever.

                           (v)      During the Term of Employment and for all
time following the Date of Termination, the Employee shall not, directly or
indirectly, furnish or make accessible to any person, firm, or corporation or
other business entity, whether or not he, she, or it competes with the business
of the Company, any trade secret or know-how acquired by the Employee during his
employment by the Company which relates to the business practices, methods,
processes or other confidential or secret aspects of the business of the Avatar
Entities without prior written consent from the Company (such information,
subject to Section 5(a)(vi) below, being referred to as the "Company
Confidential Information").

                           (vi)     Confidential Information and Company
Confidential Information shall not include any information or documents that (A)
are or become publicly available without breach by the Employee of Sections
5(a)(iv) or (v) hereof, (B) the Employee receives from any third party who, to
the best of the Employee's knowledge upon reasonable inquiry, is not in breach
of an obligation of confidence with the Company, Avatar or their respective
affiliates, or (C) is required to be disclosed by law, statute, governmental or
judicial proceeding; provided, however, that in the event that the Employee is
requested by any governmental or judicial authority to disclose any Confidential
Information, the Employee shall give the Company and Avatar prompt notice of
such request, such that the Company and Avatar may seek a protective order or
other appropriate relief, and in any such proceeding the Employee shall disclose
only so much of the Confidential Information as is required to be disclosed.

                           (vii)    Notwithstanding the foregoing, the Employee
acknowledges that during the Term of Employment and for all time following the
Date of Termination, the Employee shall not, and shall not cause or permit any
of its affiliates to, use the name "Brookman-Fels" (or any derivative thereof)
except as expressly permitted by those

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certain License Agreements, each dated as of December 4, 1997, by and between
Brookman-Fels Jeff Ian, Inc., as licensor and the companies listed on Schedule I
hereto, each as a licensee, or except as otherwise permitted in writing by
Avatar.

                  (b)      Geographic Scope. The provisions of this Section 5
(other than Sections 5(a), (iv), (v), (vi) and (vii), which shall be in full
force and effect without regard to the geographic limitations set forth in this
Section 5(b)) shall be in full force and effect within a 100-mile radius of a
site for which the Avatar Entities has commenced development or has a binding
commitment therefor.

                  (c) Remedies. The Employee acknowledges that his services are
of a special, unique and extraordinary character and, his position with the
Company and Avatar places him in a substantial relationship and a position of
confidence and trust with specific prospective or existing customers, suppliers
and employees of the Company and Avatar, and that in connection with his
services to the Company, the Employee will have access to confidential business
or professional information vital to the Company's and Avatar's businesses. The
Employee further acknowledges that in view of the nature of the business in
which the Company and Avatar are engaged, the foregoing restrictive covenants in
this Section 5 hereof are reasonable and necessary in order to protect the
legitimate business interests of the Company and Avatar and that violation
thereof would result in irreparable injury to the Company and Avatar.
Accordingly, the Employee consents and agrees that if the Employee violates or
threatens to violate any of the provisions of this Section 5 hereof the Company
and Avatar would sustain irreparable harm and, therefore, the Company and Avatar
shall be entitled to obtain from any court of competent jurisdiction, temporary,
preliminary and/or permanent injunctive relief as well as damages, attorneys
fees and costs, and an equitable accounting of all earnings, profits and other
benefits arising from such violation, which rights shall be cumulative and in
addition to any other rights or remedies in law or equity to which the Avatar
Entities may be entitled.

                  6. Termination of Employment:

                           (a) The Employee's employment with the Company shall
terminate upon the occurrence of any of the following events:

                                    (i) the termination of the Employee's
employment upon and at any time following the Date of Termination and absent the
parties having entered into a written agreement for the renewal of this
Agreement;

                                    (ii) the death of the Employee during the
Term of Employment;

                                    (iii) the Disability (as defined below) of
the Employee during the Term of Employment;

                                    (iv) at any time upon written notice to
the Employee from the Company of termination of his employment for Cause (as
defined below);

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                                    (v) at any time upon written notice to the
Employee from the Company of termination of his employment Without Cause (as
defined below);

                                    (vi) the resignation by the Employee for
Good Reason (as defined below) during the Term of Employment; or

                                    (vii) the resignation by the Employee
Without Good Reason (as defined below) during the Term of Employment.

                  (b) For purposes of this Agreement, the "Disability" of the
Employee shall mean the Employee's inability, because of mental or physical
illness or incapacity, whether total or partial, to perform one or more material
functions of the Employee's employment under this Agreement with or without
reasonable accommodation and which entitles the Employee to receive benefits
under a disability plan or program that is provided to the Employee pursuant to
Section 3(c).

                  (c) For purposes of this Agreement, the term "Cause" shall
mean the Employee's (i) conviction or entry of a plea of guilty or nolo
contendere, with respect to any felony (ii) commission of any act of willful
misconduct, gross negligence, fraud or dishonesty or (iii) violation of any
material term of this Agreement or any material written policy of the Company,
provided that the Company first deliver written notice thereof to the Employee
and the Employee shall not have cured such violation within thirty (30) days
after receipt of such written notice.

                  (d) For purposes of this Agreement, "Without Cause" shall mean
any reason other than the reasons described in Sections 6(a)(i), 6(a)(ii),
6(a)(iii) and 6(a)(iv) hereof. The parties expressly agree that a termination of
employment Without Cause pursuant to Section 6(a)(v) hereof may be for any
reason whatsoever, or for no reason, in the sole discretion of the Company.

                  (e) For purposes of this Agreement, "Good Reason" shall mean
(i) any assignment of material duties to the Employee other than those
contemplated by the employment agreement, provided that the Company shall have
30 days after receipt of written notice by the Employee to cure or (ii) a
reduction in the rate of compensation, or a material reduction in fringe
benefits or any other material failure by the Company to perform its material
obligations, provided that the Company shall have 30 days after receipt of
written notice by the Employee to cure.

                  (f) For purposes of this Agreement, "Without Good Reason"
shall mean any reason other than that defined in this Agreement as constituting
Good Reason.

                  7. Payments Upon Termination of Employment:

                  (a) Death or Disability: If the Employee's employment
hereunder is terminated due to the Employee's death or Disability pursuant to
Sections 6(a)(ii) or (iii) hereof, the Company shall pay or provide to the
Employee, his designated beneficiary or to his estate (i) all base salary
pursuant to Section 3(a) hereof and any vacation pay pursuant to Section 3(e)
hereof, in each case which has been earned but has not been paid

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as of the Date of Termination (ii) a prorated Annual Bonus pursuant to Section
3(b) hereof at the time of the Employee's death or Disability and (iii) any
benefits to which the Employee may be entitled under any employee benefits plan
or program pursuant to Section 3(c) hereof in which he is a participant in
accordance with the terms of such plan or program up to and including the Date
of Termination. Should the Company wish to purchase insurance to cover the costs
associated with the Employee's termination of employment pursuant to Sections
6(a)(ii) or (iii), the Employee agrees to execute any and all necessary
documents necessary to effectuate said insurance.

                  (b) Termination for Cause, Resignation Without Good Reason, or
Expiration of Term of Employment: If the Employee's employment hereunder is
terminated due to the termination of the Employee's employment by the Company
for Cause pursuant to Section 6(a)(iv) or due to the Employee's resignation
Without Good Reason pursuant to Section 6(a)(vii), the Company shall pay or
provide to the Employee (i) all base salary pursuant to Section 3(a) hereof and
any vacation pay pursuant to Section 3(e) hereof, in each case which has been
earned but has not been paid as of the Date of Termination and (ii) any benefits
to which the Employee may be entitled under any employee benefits plan or
program pursuant to Section 3(c) hereof in which he is a participant in
accordance with the terms of such plan or program up to and including the Date
of Termination.

                  (c) Termination Without Cause; Resignation For Good Reason: If
the Employee's employment hereunder is terminated by the Company Without Cause
pursuant to Section 6(a)(v), or due to the Employee's resignation for Good
Reason pursuant to Section 6(a)(vi), then:

                           (i)      The Company shall continue to pay the
                  Employee his full Base Salary in accordance with normal
                  payroll practices and without interest through December 31,
                  2007 at the rate in effect at the time notice of the
                  termination of the Employee's employment is given in
                  accordance with Section 6(a)(v) or Section 6(a)(vi) hereof, as
                  the case may be;

                           (ii)     The Company shall continue to pay the
                  Employee his Annual Bonus in accordance with normal payroll
                  practices and without interest through December 31, 2007;

                           (iii)    The Company shall maintain in full force and
                  effect, for the Employee's continued benefit for the full term
                  of this Agreement, all employee benefit plans and programs in
                  which the Employee was entitled to participate immediately
                  prior to the Date of Termination provided that the Employee's
                  continued participation is possible under the general terms
                  and provisions of such plans and programs. In the event that
                  the Employee's participation in any such plan or program is
                  barred, the Employee shall be entitled to receive an amount
                  equal to the annual contributions, payments, credits or
                  allocations made by the Company to the Employee, to the
                  Employee's account or on the Employee's behalf

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                  under such plans and programs from which the Employee's
                  continued participation is barred.

                  (d) Duty to Seek Other Employment. If the Employee's
employment hereunder is terminated by the Company Without Cause pursuant to
Section 6(a)(v), or due to the Employee's resignation for Good Reason pursuant
to Section 6(a)(vi), the Employee agrees, during the entire period of time that
the Employee is entitled to receive any benefits pursuant to Section 7(c) above,
to make known the Employee's availability for employment involving services of a
nature substantially similar and of a comparable stature to those performed by
the Employee on behalf of the Company in a manner customary for executives
holding positions substantially similar and of a comparable stature to the
Employee's position with the Company; provided, however, that the Employee shall
only be obligated to accept such employment if the principal office where the
Employee will be employed is located within a fifty (50) mile radius from Coral
Gables, Florida. The Employee agrees to keep the Chairman of the Board of Avatar
(or his designee) apprised of the Employee's employment status during such
period and, if requested, the Employee will provide appropriate supporting
documentation with respect to the salary, bonuses or other compensation earned
by and benefits made available to the Employee in respect of such employment. In
the event the Employee secures employment as described in this Section 7(d), the
Company shall be entitled to (i) deduct from the amounts payable to the Employee
pursuant to Sections 7(c)(i) and 7(c)(ii) above (excluding any accrued but
unpaid Annual Bonus through the date of termination) any salary, bonuses or
other compensation paid to the Employee in connection with such employment and
(ii) terminate the Employee's participation in (and shall not be required to pay
the Employee any sums in respect of) any employee benefit plans and programs
described in Section 7(c)(iii) that are substantially similar to any employee
benefit plans and programs in which the Employee participates in connection with
such new or existing employment. The Employee agrees promptly to repay to the
Company any amounts paid to the Employee by the Company pursuant to Sections
7(c)(i) and 7(c)(ii) which the Company was entitled to deduct from such amounts
pursuant to this Section 7(d).

                  (e) No Other Payments. Except as provided in this Section 7,
the Employee shall not be entitled to receive any other payments or benefits
from the Company due to the termination of his employment, including but not
limited to, any employee benefits under any of the Company's or Avatar's
employee benefits plans or programs (other than at the Employee's expense under
the Consolidated Omnibus Budget Reconciliation Act of 1985 or pursuant to the
terms of any pension plan which the Company or Avatar may have in effect from
time to time) or any right to be paid severance pay. If the Employee is entitled
to any notice or payment in lieu of any notice of termination required by
Federal, State or local law, including but not limited to the Worker Adjustment
and Retraining Notification Act, the Company's obligation to make payments
pursuant to Section 7(c) shall be reduced by the amount of any such payment in
lieu of notice.

                  (f) Conditions to Payments upon Termination of Employment.
Notwithstanding anything to the contrary contained in this Agreement, all
payments and

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benefits to the Employee provided pursuant to this Section 7 shall be subject to
the Employee's compliance with Section 5.

                  8. Employment after the Employment Term. No later than January
2, 2007, the Company shall enter into negotiations, in good faith, with the
Employee regarding the continued employment of the Employee with the Company
after the Term of Employment. In the event that following such good faith
negotiations, the Employee and the Company are unable to agree on terms for the
Employee to continue his employment with the Company after the Term of
Employment, the Company shall have no liability whatsoever to the Employee and
the Employee shall have no liability whatsoever to the Company.

                  9. No Conflicting Agreements; Indemnification:

                  (a) The Employee hereby represents and warrants that he is not
a party to any agreement, or non-competition or other covenant or restriction
contained in any agreement, commitment, arrangement or understanding (whether
oral or written), which would in any way conflict with or limit his ability to
commence work on the first day of the Term of Employment or would otherwise
limit his ability to perform all responsibilities in accordance with the terms
and subject to the conditions of this Agreement.

                  (b) The Employee agrees that the compensation provided for in
Section 3 represents the sole compensation to be paid to the Employee in respect
of the services performed or to be performed for the Company and/or its
affiliates by the Employee. The Employee further agrees that should there be a
determination that for federal, state, local and/or other tax purposes, the
Employee's compensation for services performed for the Company and its
affiliates is greater than the amounts payable hereunder, the Employee will
indemnify and hold harmless the Company and its affiliates against any and all
liabilities, losses, and expenses including, but not limited to, any additional
taxes, penalties and interest, and attorneys' and accountants' fees arising out
of, resulting from or relating to such determination.

                  9. Deductions and Withholding. The Employee agrees that the
Company shall withhold from any and all compensation required to be paid to the
Employee pursuant to this Agreement all federal, state, local and/or other taxes
which the Company determines are required to be withheld in accordance with
applicable statutes and/or regulations from time to time in effect and all
amounts required to be deducted in respect of the Employee's coverage under
applicable employee benefit plans.

                  10. Entire Agreement. This Agreement embodies the entire
agreement of the parties with respect to the Employee's employment and
supersedes any other prior oral or written agreements between the Employee and
the Company and its affiliates. This Agreement may not be changed or terminated
orally but only by an agreement in writing signed by the parties hereto.

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                  11. Waiver. The waiver by the Company of a breach of any
provision of this Agreement by the Employee shall not operate or be construed as
a waiver of any subsequent breach by the Employee. The waiver by the Employee of
a breach of any provision of this Agreement by the Company shall not operate or
be construed as a waiver of any subsequent breach by the Company.

                  12. Governing Law. This Agreement shall be subject to, and
governed by, the laws of the State of Florida applicable to contracts made and
to be performed in the State of Florida, regardless of where the Employee is in
fact required to work.

                  13. Jurisdiction. Any legal suit, action or proceeding against
any party hereto arising out of or relating to this Agreement shall be
instituted in a federal or state court in Dade County or Broward County in the
State of Florida and each party hereto waives any objection which it may now or
hereafter have to the laying of venue of any such suit, action or proceeding and
each party hereto irrevocably submits to the jurisdiction of any such court in
any suit, action or proceeding.

                  14. Assignability. The obligations of the Employee may not be
delegated and, except as expressly provided in Section 7(a) relating to the
designation of beneficiaries, the Employee may not, without the Company's
written consent thereto, assign, transfer, convey, pledge, encumber, hypothecate
or otherwise dispose of this Agreement or any interest therein. Any such
attempted delegation or disposition shall be null and void and without effect.
The Company and the Employee agree that this Agreement and all of the Company's
rights and obligations hereunder may be assigned or transferred by the Company
to and may be assumed by and become binding upon and may inure to the benefit of
any affiliate of or successor to the Company. The term "successor" shall mean,
with respect to the Company or any of its subsidiaries, and any other
corporation or other business entity which, by merger, consolidation, purchase
of the assets, or otherwise, acquires all or a material part of the assets of
the Company. Any assignment by the Company of its rights and obligations
hereunder to any affiliate of or successor shall not be considered a termination
of employment for purposes of this Agreement.

                  15. Severability. If any provision of this Agreement as
applied to either party or to any circumstances shall be adjudged by a court of
competent jurisdiction to be void or unenforceable, the same shall in no way
affect any other provision of this Agreement or the validity or enforceability
of this Agreement. If any court construes any of the provisions of Section 5
hereof, or any part thereof, to be unreasonable because of the duration of such
provision or the geographic or other scope thereof, such court may reduce the
duration or restrict the geographic or other scope of such provision and enforce
such provision as so reduced or restricted.

                  16. Notices. All notices to the Employee hereunder shall be in
writing and shall be delivered personally or sent by registered or certified
mail, return receipt requested, to:

                           Michael Levy

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                           201 Alhambra Circle
                           Coral Gables, Florida 33134

                           with a copy to:

                           Kluger, Peretz, Kaplan & Berlin, P.A.
                           201 South Biscayne Blvd.
                           Suite 1700
                           Miami, FL  33131
                           Attention: Eliot Abbott, Esq.
                           Facsimile: (305) 379-3428

All notices to the Company hereunder shall be in writing and shall be delivered
personally or sent by registered or certified mail, return receipt requested,
to:

                           Avatar Properties Inc.
                           201 Alhambra Circle
                           Coral Gables, Florida 33134
                           Attention: President
                           Facsimile: (305) 441-7876

                           with a copy to:

                           Avatar Properties Inc.
                           201 Alhambra Circle
                           Coral Gables, Florida 33134
                           Attention: General Counsel
                           Facsimile: (305) 448-9927

                           and with a copy to:

                           Weil, Gotshal & Manges LLP
                           767 Fifth Avenue
                           New York, New York  10153
                           Attention: Howard Dicker, Esq.
                           Facsimile: (212) 310-8007

Either party may change the address to which notices shall be sent by sending
written notice of such change of address to the other party.

                  17. Separate Independent Agreements. (a) The Cash Bonus Award
Agreement dated October 20, 2000 between Avatar and the Employee is in full
force and effect and is not subject to the terms of this Agreement, except as
expressly set forth therein.

                  (b) Notwithstanding anything to the contrary contained in this
Agreement, the terms of this Agreement shall not amend, supercede or alter in
any way the terms of any other written agreement (other than the Original
Agreement) between the Employee

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on the one hand, and the Company or Avatar, on the other hand, except as
expressly set forth in such other agreement.

                  18. Section Headings. The section headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.

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

                  20. Attorneys' Fees. In the event that either party hereto
commences litigation against the other to enforce such party's rights hereunder,
the prevailing party shall be entitled to recover all costs, expenses and fees,
including reasonable attorneys' fees (including in-house counsel), paralegals'
fees, and legal assistants' fees through all appeals.

                  21. Neutral Construction. Each party to this Agreement was
represented by counsel, or had the opportunity to consult with counsel. No party
may rely on any drafts of this Agreement in any interpretation of the Agreement.
Each party to this Agreement has reviewed this Agreement and has participated in
its drafting and, accordingly, no party shall attempt to invoke the normal rule
of construction to the effect that ambiguities are to be resolved against the
drafting party in any interpretation of this Agreement.

                            (signature page follows)

                                       12

<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.

                                           AVATAR PROPERTIES INC.

                                           By: /s/ Gerald D. Kelfer
                                               ---------------------------------
                                               Name:  Gerald D. Kelfer
                                               Title: Chief Executive Officer

                                               /s/ Michael Levy
                                               ---------------------------------
                                                   Michael Levy

                                       13

<PAGE>

                                   SCHEDULE I

                  Existing Brookman-Fels Projects and Licensees

                  1.       Brookman-Fels at Harbor Islands, Inc.

                  2.       Brookman-Fels Organization, Inc.

                  3.       Brookman-Fels and Associates, Inc.

                  4.       Brookman-Fels at Treasure Trove, Inc.

                  5.       Brookman-Fels at Country Club Estates, Inc.

                  6.       Brookman and Fels at the Sanctuary, Inc.

                  7.       Brookman-Fels of South Florida, Inc.

                  8.       Brookman-Fels Custom Builders, Inc.

                  9.       Brookman-Fels Home and Design, Inc.

                  10.      Brookman-Fels Management Corporation

                  11.      Brookman-Fels at Presidential Estates, Inc.

                  12.      Brookman-Fels Construction Corp.

                  13.      Brookman-Fels Builders, Inc.

                  14.      Sunset Point at Silver Lakes, Ltd. (d/b/a
                             Brookman-Fels - Zuckerman Group)

                  15.      Parkland Communities, Inc. (d/b/a
                             Brookman-Fels - Zuckerman Group)

                                       14

</TEXT>
</DOCUMENT>
