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                                                                    Exhibit 10.1

                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

                  This AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement")
is made as of March 27, 2003, between Avatar Holdings Inc., a Delaware
corporation (the "Company") and Gerald D. Kelfer (the "Employee").

                               W I T N E S S E T H

                  WHEREAS, the Employee is currently employed as President and
Chief Executive Officer of the Company pursuant to the employment agreement
dated November 30, 2000 between the Company and the Employee (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

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

                  1. Employment. The Company agrees to employ Employee and
Employee agrees to be employed by the Company commencing as of the date hereof
and ending on December 31, 2008 (unless sooner terminated as hereinafter
provided), on the terms and subject to the conditions set forth in this
Agreement.

                  2. Duties. (a) Employee shall continue to be nominated as a
director of the Company and, subject to Employee's election thereto by the Board
of Directors or the stockholders of the Company, Employee shall be employed as
the President and Chief Executive Officer of the Company. In such capacities,
Employee shall serve as the senior executive officer of the Company and shall
have the duties and responsibilities prescribed for such positions by the
By-Laws of the Company, and shall have such other duties and responsibilities as
may from time to time be prescribed by the Board of Directors of the Company or
the Executive Committee of the Board of Directors, provided that such duties and
responsibilities are consistent with Employee's position as the senior executive
officer. In the event that during the term of Employee's employment hereunder
Employee's duties and responsibilities are expanded or Employee's title is
changed (without reduction in status), then in either or both events the rights
and obligations under this Agreement shall not be affected. In the performance
of Employee's duties, Employee shall be subject to the supervision and direction
of the Board of Directors of the Company and the Executive Committee of the
Board of Directors.

                  (b) Subject to the term of Employee's employment hereunder,
Employee shall devote Employee's full working time and effort to the proper
performance of Employee's duties and responsibilities as President and Chief
Executive Officer. Employee hereby represents and warrants to the Company that
Employee has no obligations under any existing employment or service agreement
other than the Original Agreement and that Employee's performance of the
services required of Employee hereunder will not conflict with any other
existing obligations or

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commitments. Nothing in this Agreement shall preclude Employee from engaging,
consistent with Employee's duties and responsibilities hereunder, in charitable
and community affairs.

                  (c) Employee shall perform the services contemplated hereunder
at the principal executive office of the Company and at such other locations as
may be reasonably necessary to the performance of such services.

                  3. Compensation.

                  (a) Base Salary. During the term of Employee's employment
hereunder, the Company shall pay Employee, and Employee shall accept from the
Company for Employee's services, a salary at the rate of $500,000 per year
("Base Salary"). Such Base Salary shall be payable in accordance with the
Company's policy with respect to the compensation of executives.

                  (b) Annual Bonus. During the term of Employee's employment
hereunder, the Company shall pay Employee, and Employee shall accept from the
Company for Employee's services, in addition to Employee's Base Salary, a
calendar year annual cash bonus of $500,000 ("Annual Bonus"). Such Annual Bonus
shall be payable in accordance with the Company'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) Deferred Compensation. Employee shall have the right to
defer receipt of some or all of the compensation which Employee is entitled to
receive hereunder by written notice to the Company, which notice shall set forth
the date to which Employee wishes to defer receipt of such compensation. If
Employee elects to defer receipt of all or any portion of the Base Salary and/or
Annual Bonus ("Deferred Compensation"), the amount due Employee shall be
adjusted periodically to reflect any interest that would be realized with
respect to the Deferred Compensation had it been invested at the rate of
interest announced publicly by Citibank, N.A. in New York, New York, from time
to time, as Citibank's base rate. No specific assets of the Company shall be
allocated or segregated with respect to the Deferred Compensation and the
foregoing shall not be construed to create a trust of any kind or a fiduciary
relationship between the Company and Employee, the executor or administrator of
Employee's estate or any other person. Employee's right, or the right of
Employee's estate, to receive the Deferred Compensation, as adjusted in
accordance with this paragraph 3(c), shall be no greater than the right of an
unsecured general creditor of the Company.

                  (d) Expenses. During Employee's employment, Employee will be
entitled to receive prompt reimbursement for all reasonable expenses incurred by
Employee in performing Employee's services hereunder, provided that Employee
properly accounts therefor in accordance with Company policy.

                  4. Intentionally Omitted.

                  5. Vacations. During Employee's employment, Employee shall be
entitled to four weeks paid vacation per year plus any additional time, if any,
as the Board of Directors or a committee of the Board of Directors may
determine, in its sole discretion, to be taken at times consistent with the
proper performance of Employee's duties on behalf of the Company.

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Employee shall also be entitled to all paid holidays given by the Company to its
senior executives.

                  6. Participation in Benefit Plans. Employee shall be entitled
to participate in and to receive benefits under all the Company's employee
benefit plans and arrangements (other than plans relating to stock options,
restricted stock, stock appreciation rights, "phantom stock" or similar plans)
in effect on the date hereof, and Employee shall also be entitled to participate
in or receive benefits under any pension or retirement plan, savings plan, or
health-and-accident plan made available by the Company in the future to its
senior executives and other key management employees, subject to and on a basis
consistent with the terms, conditions and overall administration of such plans
and arrangements and provided that Employee meets the eligibility requirements
thereof.

                  7. Other Offices. Employee further agrees to serve without
additional compensation, if elected or appointed thereto, as an officer or
director of any of the Company's subsidiaries or affiliates or as any other
officer of the Company.

                  8. Termination.

                  (a) Death. Employee's employment hereunder shall terminate
upon Employee's death.

                  (b) Disability. In the event of Employee's permanent
disability (as hereinafter defined) during the term of Employee's employment
hereunder, the Company shall have the right, upon written notice to Employee, to
terminate Employee's employment hereunder, effective upon the giving of such
notice. For the purposes hereof, "permanent disability" shall be defined as any
physical or mental disability or incapacity which renders Employee incapable of
fully performing the services required of Employee in accordance with Employee's
obligations hereunder for a period of 120 consecutive days or for shorter
periods aggregating 120 days during any period of twelve (12) consecutive
months.

                  (c) Cause. The Company may terminate Employee's employment
hereunder for "Cause". For the purposes hereof, termination for "Cause" shall
mean termination after:

                           (i)      Employee's commission of a material act of
                  fraud against the Company or its affiliates;

                           (ii)     Employee's conviction of (or pleading by
                  Employee of nolo contendere to) any crime which constitutes a
                  felony in the jurisdiction involved; or

                           (iii)    the willful, repeated and demonstrable
                  failure by Employee substantially to perform Employee's duties
                  over a period of not less than 30 days, other than any such
                  failure resulting from Employee's incapacity due to physical
                  or mental illness, or material breach of any of Employee's
                  obligations under this Agreement, and Employee's failure to
                  cure such failure or breach within 30 days after receipt of
                  written notice from the Chairman of the Board of Directors of
                  the Company.

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

                  (e) Termination by Employee Following a Change in Control.
Employee may terminate Employee's employment hereunder, within twelve (12)
months following a Change in Control. For purposes of this Agreement, a "Change
of Control" shall mean any of the following events:

                  (1) a person or entity or group of persons or entities, acting
         in concert, become the direct or indirect beneficial owner (within the
         meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as
         amended) of securities of the Company representing ninety percent (90%)
         or more of the combined voting power of the issued and outstanding
         Common Stock (a "Significant Owner"); or

                  (2) the Board approves any merger, consolidation or like
         business combination or reorganization of Avatar, the consummation of
         which would result in the occurrence of the event described in clause
         (1) above, and such transaction shall have been consummated.

                  (f) Any termination by the Company pursuant to paragraphs (b)
or (c) above or by Employee pursuant to paragraph (d) or (e) above shall be
communicated by written Notice of Termination to the other party hereto. For the
purposes hereof, a "Notice of Termination" shall mean a notice which shall
indicate the specific termination provision in this Agreement relied upon and
shall set forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of Employee's employment under the provision so
indicated.

                  (g) "Date of Termination" shall mean (i) if Employee's
employment is terminated by Employee's death, the date of Employee's death, (ii)
if Employee's employment is terminated for any other reason, the date on which a
Notice of Termination is given.

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                  9. Compensation Upon Termination or During Disability.

                  (a) If Employee's employment shall be terminated by reason of
Employee's death, the Company shall pay, to such person as Employee shall
designate in a notice filed with the Company, or, if no such person shall be
designated, to Employee's estate as a lump sum death benefit, an amount equal to
any accrued but unpaid Base Salary and a prorated Annual Bonus at the time of
Employee's death. This amount shall be exclusive of and in addition to any
payments Employee's widow, beneficiaries or estate may be entitled to receive
pursuant to any pension or employee benefit plan maintained by the Company.
Employee's designated beneficiary or the executor of Employee's estate, as the
case may be, shall accept the payment provided for in this paragraph 9 in full
discharge and release of the Company of and from any further obligations under
this Agreement, subject to payments, if any, provided for in paragraph 9(f)
below.

                  (b) During any period that Employee fails to perform
Employee's duties hereunder as a result of incapacity due to physical or mental
illness, Employee shall continue to receive Employee's full Base Salary and a
prorated Annual Bonus until, if applicable, Employee's employment is terminated
pursuant to paragraph 8(b) hereof. If Employee's employment is terminated by the
Company pursuant to paragraph 8(b), the Company shall be discharged and released
of and from any further obligations under this Agreement, subject to payments,
if any, provided for in paragraph 9(f) below. During any such period and
thereafter Employee shall continue to bear the obligations provided for in
paragraph 10 below in accordance with the terms of such paragraph 10.

                  (c) If Employee's employment shall be terminated for Cause or
Employee shall terminate Employee's employment other than for Good Reason, the
Company shall pay Employee Employee's full Base Salary and a prorated Annual
Bonus through the Date of Termination or the date on which Employee terminates
Employee's employment at the rate in effect at the time Notice of Termination is
given or the date on which Employee terminates Employee's employment. The
Company shall be discharged and released of and from any further obligations
under this Agreement. Thereafter, Employee shall continue to have the
obligations provided for in paragraphs 9 and 10 below. Nothing contained herein
shall be deemed to be a waiver by the Company of any rights that it may have
against Employee in respect of Employee's actions which gave rise to the
termination of Employee's employment for Cause.

                  (d) If the Company shall terminate Employee's employment other
than pursuant to paragraphs 8(b) or 8(c) hereof or if Employee shall terminate
Employee's employment for Good Reason, then

                           (i)      The Company shall continue to pay Employee
                  Employee's full Base Salary in accordance with normal payroll
                  practices and without interest through December 31, 2008 at
                  the rate in effect at the time Notice of Termination is given
                  in accordance with paragraph 8(f) hereof;

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                           (ii)     The Company shall continue to pay Employee
                  Employee's Annual Bonus in accordance with normal payroll
                  practices and without interest through December 31, 2008;

                           (iii)    The Company shall pay Employee the severance
                  payment in paragraph 9(f) below; and

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

                  (e) If Employee shall terminate Employee's employment
hereunder pursuant to paragraph 8(e) hereof, then Employee shall continue to
receive Employee's Base Salary and Annual Bonus for a period of the lesser of
(i) one year from the Date of Termination or (ii) the remainder of the
employment term.

                  (f) Severance Payment. If the Employee's employment terminates
on December 31, 2008 pursuant to paragraph 1 of this Agreement, the Employee
terminates his employment for Good Reason or Employee is terminated by the
Company without Cause, the Company shall pay or provide to the Employee
beginning in the calendar year following the Date of Termination an annual
payment of $250,000 for four (4) years, payable within thirty (30) days
following the beginning of each such calendar year. If Employee's employment
with the Company is terminated by Employee's death or Permanent Disability prior
to December 31, 2008 or Employee terminates his employment pursuant to paragraph
8(e) hereof, the Employee (or the executor or administrator of the deceased
Employee's estate or the person or persons to whom the deceased Employee's
rights shall pass by will or the laws of descent or distribution, as applicable)
shall be entitled to receive, beginning in the calendar year following the Date
of Termination, an annual payment for four (4) years, payable within thirty (30)
days following the beginning of each such calendar year, equal to the product of
(x) a fraction the numerator of which is the number of completed whole months
elapsed from November 30, 2000 to the date of death, Permanent Disability or
termination of employment, as the case may be (whichever is sooner), and the
denominator of which is ninety-seven (97) and (y) $250,000.

                  (g) If the Company shall terminate Employee's employment
hereunder other than pursuant to paragraphs 8(b) or 8(c) hereof, or if Employee
shall terminate Employee's employment pursuant to paragraph 8(d) hereof,
Employee agrees, during the entire period of time that Employee is entitled to
receive any benefits pursuant to paragraph 9(d) above, to make known Employee's
availability for employment involving services of a nature substantially similar
and of a comparable

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stature to those performed by Employee on behalf of the Company in a manner
customary for executives holding positions substantially similar and of a
comparable stature to Employee's position with the Company. Employee agrees to
keep the Chairman of the Board of the Company (or his designee) apprised of
Employee's employment status during such period and, if requested, Employee will
provide appropriate supporting documentation with respect to the salary, bonuses
or other compensation earned by and benefits made available to Employee in
respect of such employment. In the event Employee secures employment as
described in this paragraph (e), the Company shall be entitled to (i) deduct
from the amounts payable to Employee pursuant to paragraphs 9(d)(i) and 9(d)(ii)
above (excluding any accrued but unpaid Annual Bonus through the date of
termination) any salary, bonuses or other compensation paid to Employee in
connection with such employment and (ii) terminate Employee's participation in
(and shall not be required to pay Employee any sums in respect of) any employee
benefit plans and programs described in paragraph 9(d)(iii) that are
substantially similar to any employee benefit plans and programs in which
Employee participates in connection with such new or existing employment.
Employee agrees promptly to repay to the Company any amounts paid to Employee by
the Company pursuant to paragraphs 9(d)(i) and 9(d)(ii) which the Company was
entitled to deduct from such amounts pursuant to this paragraph (e).

                  10. Non-Competition and Protection of Confidential
Information.

                  (a) Restrictive Covenants. Employee agrees, as a condition to
the performance by the Company of its obligations hereunder, particularly its
obligations under paragraph 3 hereof, that during the term of Employee's
employment hereunder and during the further period of one (1) year after the
termination of such employment, Employee shall not, without the prior written
approval of the Board of Directors of the Company, directly or indirectly
through any other person, firm or corporation:

                           (i)      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)     Solicit, raid, entice or induce any person,
                  firm or corporation that presently is or at any time during
                  the term of Employee's employment hereunder a customer of the
                  Company, or any of its subsidiary companies, to become a
                  customer of any other person, firm or corporation, and
                  Employee shall not approach any such person, firm or
                  corporation for such purpose or authorize or knowingly approve
                  the taking of such actions by any other person; or

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                           (iii)    Solicit, raid, entice or induce any person
                  that presently is or at any time during the term of Employee's
                  employment hereunder an employee of the Company, or any of its
                  subsidiary companies, to become employed by any person, firm
                  or corporation, and Employee shall not approach any such
                  employee for such purpose or authorize or knowingly approve
                  the taking of such actions by any other person.

                  (b) Confidential Information. Recognizing that the knowledge,
information and relationship with customers, suppliers, and agents, and the
knowledge of the Company's and its subsidiary companies' business methods,
systems, plans and policies which Employee shall hereafter establish, receive or
obtain as an employee of the Company or its subsidiary companies, are valuable
and unique assets of the respective businesses of the Company and its subsidiary
companies, Employee agrees that, during and after the term of Employee's
employment hereunder, Employee shall not (otherwise than pursuant to Employee's
duties hereunder) disclose, without the prior written approval of the Board of
Directors of the Company, any such knowledge or information pertaining to the
Company or any of its subsidiary companies, their business, personnel or
policies, to any person, firm, corporation or other entity, for any reason or
purpose whatsoever. The provisions of this paragraph 10 shall not apply to
information which is or shall become generally known to the public or the trade
(except by reason of Employee's breach of Employee's obligations hereunder),
information which is or shall become available in trade or other publications,
information known to Employee prior to entering the employ of the Company, and
information which Employee is required to disclose by order of a court of
competent jurisdiction (provided that prior to Employee's disclosure of any such
information Employee shall provide the Company with reasonable notice and a
reasonable opportunity to seek a protective order to prevent such disclosure).

                  (c) Geographic Scope. The provisions of this paragraph 10
(other than paragraphs 10(a)(iii) and (b), which shall be in full force and
effect without regard to the geographic limitations set forth in this paragraph
10(d)) shall be in full force and effect within a 100-mile radius of a site for
which the Company or any Avatar Entity has commenced development or has a
binding commitment therefor. The Employee and the Company expressly agree that
the prohibitions set forth in paragraphs 10(a)(i) and (ii) shall be in full
force and effect with respect to any services or business activity which
competes in the above mentioned geographic area with the business operations or
activities of the Company, its subsidiaries and/or affiliates (each of the
foregoing entities being referred to herein, collectively and individually, as
the "Avatar Entities"), regardless of the geographic location of the Employee in
rendering such services or engaging in such business activity.

                  (d) Survival. The provisions of this paragraph 10 shall
survive the termination of Employee's employment hereunder, irrespective of the
reason therefor.

                  (e) Remedies. The Employee acknowledges that his services are
of a special, unique and extraordinary character and, his position with the
Avatar Entities places him in a substantial relationship and a position of
confidence and trust with specific prospective or existing customers, suppliers
and employees of the Avatar Entities, and that in connection with his services
to the Company, the Employee will have access to confidential business or
professional information vital to the Avatar Entities' businesses. The Employee
further

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acknowledges that in view of the nature of the business in which the Avatar
Entities are engaged, the foregoing restrictive covenants in this paragraph 10
hereof are reasonable and necessary in order to protect the legitimate business
interests of the Avatar Entities and that violation thereof would result in
irreparable injury to the Avatar Entities. Accordingly, the Employee consents
and agrees that if the Employee violates or threatens to violate any of the
provisions of this paragraph 10 hereof the Avatar Entities would sustain
irreparable harm and, therefore, the Avatar Entities shall be entitled to obtain
from any court of competent jurisdiction, temporary, preliminary and/or
permanent injunctive relief as well as damages, attorneys fees and costs, and an
equitable accounting of all earnings, profits and other benefits arising from
such violation, which rights shall be cumulative and in addition to any other
rights or remedies in law or equity to which the Avatar Entities may be
entitled.

                  11. Deductions and Withholdings. The Company shall be entitled
to withhold any amounts payable under this Agreement on account of payroll taxes
and similar matters as are required by applicable law, rule or regulation of
appropriate governmental authorities.

                  12. Successors; Binding Agreement.

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

                  (b) This Agreement and all Employee's rights hereunder shall
inure to the benefit of and be enforceable by Employee's personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees. If Employee should die while any amounts would still be
payable to Employee hereunder if Employee had continued to live, all such
amounts, unless otherwise provided herein, shall be paid in accordance with the
terms of this Agreement to Employee's devisee, legatee, or other designee or, if
there be no such designee, to Employee's estate. Employee's obligations
hereunder may not be delegated and except as otherwise provided herein relating
to the designation of a devisee, legatee or other designee, Employee may not
assign, transfer, pledge, encumber, hypothecate or otherwise dispose of this
Agreement or any of Employee's rights hereunder, and any such attempted
delegation or disposition shall be null and void and without effect.

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                  (c) This Agreement has been duly authorized by the Company,
and constitutes the legal, valid and binding obligation of the Company,
enforceable against it in accordance with its terms. Employee agrees that this
Agreement constitutes Employee's legal, valid and binding obligation and is
enforceable against Employee in accordance with its terms.

                  13. Notice. For the purposes of this Agreement, notices and
all other communications provided for shall be in writing and shall be deemed to
have been duly given when delivered or mailed by United States registered or
certified mail, return receipt requested, postage prepaid, addressed as follows:

                  If to Employee:

                           Mr. Gerald D. Kelfer
                           7426 S.W. 49th Place
                           Miami, Florida 33143

                  If to the Company:

                           Avatar Holdings Inc.
                           201 Alhambra Circle, 12th Floor
                           Coral Gables, Florida  33134
                           Attention: Chairman of the Board

or to such other address as any party may have furnished to the other in writing
in accordance herewith, except that notices of change of address shall be
effective only upon receipt.

                  14. Miscellaneous. No provisions of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing signed by Employee and by the Company. No waiver by either
party hereto at any time of any breach by the other party hereto of, or
compliance with, any condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.

                  15. Other Agreements between Employee and the Company.
Employee and the Company hereby acknowledge that upon execution of this
Agreement, the Original Agreement shall be terminated and the provisions thereof
shall be given no force or effect. This Agreement constitutes the complete
understanding between the parties with respect to Employee's employment and no
agreements or representations, oral or otherwise, express or implied, with
respect to the subject matter hereof have been made by either party which are
not set forth expressly in this Agreement. The validity, interpretation,
construction and performance of this Agreement shall be governed by the laws of
the State of Florida.

                  16. Validity. The invalidity or unenforceability of any
provision or provisions of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement, which shall remain in
full force and effect.

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                  17. 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 together will constitute one and the same instrument.

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

                                           AVATAR HOLDINGS INC.

                                           By: /s/  Charles L. McNairy
                                               ---------------------------------
                                               Name:  Charles L. McNairy
                                               Title: Executive Vice President

                                           /s/  Gerald D. Kelfer
                                           -------------------------------------
                                                Gerald D. Kelfer

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