Exhibit 10.2**EMPLOYMENT AGREEMENT**          This EMPLOYMENT AGREEMENT (this “Agreement”) is made on June 26, 2007, by and betweenAvatar Holdings Inc., a Delaware corporation (the “Company”), and Randy Kotler (the“Employee”).WITNESSETH          WHEREAS, the Company desires to employ the Employee as its Executive Vice President and ChiefFinancial Officer and the Employee desires to accept such employment, all on the terms andconditions specified herein; and          WHEREAS, the Employee and the Company desire to set forth in writing all of their respectiveduties, rights and obligations with respect to the Employee’s employment by the Company.          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 Employeehereby accepts employment by the Company, in the capacity and upon the terms and conditions setforth herein. The term of employment under this Agreement shall be for the period commencing July9, 2007 and ending on July 8, 2010, unless earlier terminated as herein provided (the “Term ofEmployment”).          2. Duties. During the Term of Employment, the Employee shall serve as the Company’sExecutive Vice President and Chief Financial Officer, and shall perform such duties, functions andresponsibilities as are customarily associated with and incident to the positions of Executive VicePresident and Chief Financial Officer and as the Company may, from time to time, require of him,including, but not limited to, the performance of such functions and duties for the Company’ssubsidiaries or affiliates (the Company and the foregoing entities being referred to hereincollectively as the “Avatar Entities” and each as an “Avatar Entity”), subject tothe direction of the Company’s Board of Directors. The Employee shall serve the Companyfaithfully, conscientiously and to the best of the Employee’s ability and shall promote theinterests and reputation of the Company. Except as expressly provided herein, unless prevented bysickness or disability, the Employee shall devote all of his time, attention, knowledge, energy andskills, during normal working hours, and at such other times as the Employee’s duties mayreasonably require, to the duties of the Employee’s employment. The principal place of employmentof the Employee shall be the principal executive offices of the Company and/or such other locationwithin fifty (50) miles of Company’s current principal place of business as shall be necessary forthe Employee to discharge the Employee’s duties hereunder. The Employee acknowledges that in thecourse of employment the Employee may be required, from time to time, to travel on behalf of theCompany.
 

 
          3. Compensation and Benefits. As full and complete compensation for the Employee’sexecution and delivery of this Agreement and performance of any services hereunder, the Companyshall pay, grant or provide the Employee, and the Employee agrees to accept, the followingcompensation and benefits:     (a) Base Salary. The Company shall pay the Employee a base salary (“BaseSalary”) at an annual rate of $350,000 payable at such times and in accordance with thestandard payroll practices of the Company. On an annual basis or at such other times as theCompany may determine, the Employee’s Base Salary shall be reviewed, and in the sole discretion ofthe Board of Directors of the Company, the Company may increase (but not decrease) the Employee’sBase Salary.     (b) Signing Bonus. Upon the commencement of his employment, the Company shall pay tothe Employee by July 15, 2007, a signing bonus of $100,000. In the event the Employee’s employmentwith the Company is terminated for any reason prior to July 8, 2008, other than a terminationfollowing a Change in Control (as defined below) of the Company or a termination by the CompanyWithout Cause (as defined below), then the Employee shall repay 100% of the signing bonus withoutinterest within ten (10) days of the Date of Termination (as defined below).     (c) Annual Bonus. During the Term of Employment hereunder, the Company shall payEmployee, and Employee shall accept from the Company for Employee’s services, in addition toEmployee’s Base Salary, an annual cash bonus (the “Annual Bonus”) of (i) $100,000 for theEmployee’s first year of employment and (ii) an amount, for the second and third year ofemployment, to be determined by the Company based on criteria established by the Company prior tosuch annual period, in each case, in its sole discretion, which shall be targeted at $200,000 butshall be no less than $100,000. Such Annual Bonus shall be payable in accordance with theCompany’s policy with respect to the compensation of executives.     (d) Employee Benefits. The Company shall afford the Employee the opportunity toparticipate during the Term of Employment in any medical, dental, disability insurance, retirement,savings and any other employee benefits plans or programs (including perquisites) which the Companymaintains for senior executives of the Avatar Entities. Nothing in this Agreement shall requireany Avatar Entity to establish, maintain or continue any benefit programs already in existence orhereafter adopted for senior executives of the Avatar Entities, and nothing in this Agreement shallrestrict the right of the Avatar Entities to amend, modify or terminate any such benefit program.     (e) Expenses. The Employee shall be entitled to reimbursement or payment ofreasonable business expenses (in accordance with the Company’s policies for its senior executives,as the same may be amended from time to time in the Company’s sole discretion), following theEmployee’s submission of appropriate receipts and/or vouchers to the Company.
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     (f) Automobile Allowance. During the Term of Employment, the Company shall pay theEmployee a monthly allowance in the amount of $1,000, for the purpose of obtaining and maintainingan automobile of his choice. Except for the payment of the automobile allowance, the Company shallhave no other duty, responsibility or liability on account of Employee’s automobile.     (g) Vacations, Holidays or Temporary Leave. The Employee shall be entitled to takesuch amount of vacation per year as is permitted pursuant to and in accordance with the policies ofthe Company for its senior executives (as such policies may be amended from time to time orterminated in the Company’s sole discretion), without loss or diminution of compensation. Suchvacation shall be taken at such time or times, and as a whole or in increments, as the Employeeshall elect, consistent with the reasonable needs of the Company’s business. The Employee shallfurther be entitled to the number of paid holidays, and leaves for illness or temporary disabilityin accordance with the policies of the Company’s for its senior executives (as such policies may beamended from time to time or terminated in the Company’s sole discretion).          4. Protection of Confidential Information; Ownership Interests in CompetingBusinesses.          (a) Trade Secrets and Know-how.               (i) During the Term of Employment and for all time following the Date of Termination (asdefined below), the Employee shall not, directly or indirectly, use, furnish or make accessible toany person, firm or corporation or other business entity, whether or not he, she, or it competeswith the business of the Company or any other Avatar Entity, (x) any trade secret or know-howacquired by the Employee during the Employee’s employment by the Company which relates to thebusiness practices, methods, processes or other confidential or secret aspects of the business ofany of the Avatar Entities, (y) any information concerning the business and affairs of the AvatarEntities and (z) any notes, analyses, compilations, studies, summaries and other material preparedby or for the Company continuing or based, in whole or in part, on any information included inclause (x) or (y) above, without the prior written consent of the Company (such information,subject to Section 4(a)(ii) below, being referred to as the “Confidential Information”).               (ii) Confidential Information shall not include any information or documents that (A) are orbecome publicly available without breach by the Employee of Section 4(a)(i) hereof, (B) theEmployee receives from any third party who, to the best of the Employee’s knowledge upon reasonableinquiry, is not in breach of an obligation of confidence with any of the Avatar Entities, or (C) isrequired 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 judicialauthority to disclose any Confidential Information, the Employee shall give the Company promptnotice of such request, such that the Company may seek a protective order or other appropriaterelief, and in any such proceeding the Employee shall disclose only so much of the ConfidentialInformation as is required to be disclosed.
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          (b) Ownership Interests in Competing Businesses. In the event that the Employeedesires to acquire an equity interest in any privately-owned entity that competes directly orindirectly with any Avatar Entity, the Employee shall seek, and any such investment by the Employeeshall require, the prior written consent of the Company, which consent may be withheld by theCompany in its sole discretion. Notwithstanding the foregoing, the Employee may acquire a passiveand non-controlling equity interest (not exceeding 5% of the equity or voting interest) in anypublicly-owned entity that competes directly or indirectly with any Avatar Entity, subject to hiscompliance with law and Company policy.          (c) Remedies. The Employee acknowledges that his services are of a special, uniqueand extraordinary character and, his position with the Avatar Entities places him in a substantialrelationship and a position of confidence and trust with specific prospective or existingcustomers, suppliers and employees of the Avatar Entities, and that in connection with his servicesto the Avatar Entities, the Employee will have access to confidential business or professionalinformation vital to the businesses of the Avatar Entities. The Employee further acknowledges thatin view of the nature of the business in which the Avatar Entities are engaged, the foregoingrestrictive covenants in this Section 4 are reasonable and necessary in order to protect thelegitimate business interests of the Avatar Entities and that violation thereof would result inirreparable injury to the Avatar Entities. Accordingly, the Employee consents and agrees that ifthe Employee violates or threatens to violate any of the provisions of this Section 4 the AvatarEntities would sustain irreparable harm and, therefore, any of the Avatar Entities shall beentitled to obtain from any court of competent jurisdiction, temporary, preliminary and/orpermanent injunctive relief as well as damages, attorneys’ fees and costs, and an equitableaccounting of all earnings, profits and other benefits arising from such violation, which rightsshall be cumulative and in addition to any other rights or remedies in law or equity to which anyof the Avatar Entities may be entitled.          5. Termination of Employment:     (a) The Employee’s employment with the Company shall terminate upon the occurrence of any ofthe following events (the date of each such event, the “Date of Termination”):          (i) on July 8, 2010 (absent the parties having entered into a written agreement for therenewal or extension of this Agreement); provided, however, that the Company shallprovide the Employee with a written notice (the “Notice”), no less than 180 days before theend of the Term of Employment, informing the Employee whether or not it wishes to renew theAgreement for an additional one-year renewal period (the “Renewal Period”), on the sameterms and conditions as set forth herein. If such Notice is not provided, the Employee will havethe option of renewing this Agreement for the Renewal Period;          (ii) the death of the Employee during the Term of Employment;
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          (iii) at any time upon written notice to the Employee from the Company of termination of hisemployment due to 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 hisemployment for Cause (as defined below);          (v) at any time upon written notice to the Employee from the Company of termination of hisemployment Without Cause (as defined below);          (vi) the resignation by the Employee for Good Reason (as defined below) during the Term ofEmployment;          (vii) the resignation by the Employee Without Good Reason (as defined below) during the Termof Employment; or          (viii) by mutual written agreement of the parties.     (b) For purposes of this Agreement, the “Disability” of the Employee shall mean theEmployee’s inability, because of mental or physical illness or incapacity, whether total orpartial, to perform one or more material functions of the Employee’s employment under thisAgreement with or without reasonable accommodation and which entitles the Employee to receivebenefits under a disability plan or program that is provided to the Employee pursuant to Section3(b), if any.     (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, in eachcase that the Board of Directors of the Company determines in good faith is or may becomematerially harmful to any Avatar Entity (either financially or with respect to such Avatar Entity’sbusiness reputation), (ii) commission of any act of willful misconduct, gross negligence, fraud ordishonesty, in each case that the Board of Directors of the Company determines in good faith is ormay become materially harmful to any Avatar Entity (either financially or with respect to suchAvatar Entity’s business reputation) or (iii) violation of any material term of this Agreement orany material written policy of the Company or any Avatar Entity; provided, that, in thecase of clauses (ii) and (iii), the Company first deliver written notice of such violation to theEmployee and the Employee shall not have cured such violation within thirty (30) days after receiptof such written notice (the “Cure Period”); and providedfurther, that ifupon expiration of the Cure Period such violation has not been cured and the Company determines, inits sole discretion, that the Employee is using his best efforts to cure such violation and suchviolation is capable of being cured, the Company shall provide the Employee, pursuant to a writtennotice, a reasonable amount of additional time (the “Extended Cure Period”) to cure suchviolation but in no event shall such Extended Cure Period exceed forty-five (45) days from the dateon which the initial Cure Period expired.     (d) For purposes of this Agreement, “Without Cause” shall mean any reason other thanthe reasons described in Sections 5(a)(i), 5(a)(ii), 5(a)(iii) and 5(a)(iv) hereof. For theavoidance of doubt, the parties acknowledge that the termination of the
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Employee’s employment hereunder pursuant to Section 5(a)(i) upon expiration of the Term ofEmployment shall not constitute a termination “Without Cause.” The parties expressly agree that atermination of employment Without Cause pursuant to Section 5(a)(v) hereof may be for any reasonwhatsoever, or for no reason, in the sole discretion of the Company.     (e) For purposes of this Agreement, “Good Reason” shall mean (i) any assignment ofmaterial duties to the Employee other than those contemplated by this Agreement, provided that theCompany shall have thirty (30) days after receipt of written notice by the Employee to cure, and(ii) a reduction in Base Salary, or a material reduction in fringe benefits (other than a materialreduction in fringe benefits generally applicable to senior executives of the Company) or any othermaterial failure by the Company to perform its material obligations, provided that the Companyshall have thirty (30) days after receipt of written notice by the Employee to cure. For theavoidance of doubt, the parties acknowledge that the termination of the Employee’s employmenthereunder pursuant to Section 5(a)(i) upon expiration of the Term of Employment shall notconstitute a termination for “Good Reason.” “Good Reason” shall not be deemed to occur solely as aresult of Change in Control, including without limitation any transaction in which the Companybecomes a wholly-owned subsidiary of another company, so long as the Employee’s duties andresponsibilities following such Change in Control are not materially changed as they relateprimarily to the Company and the other Avatar Entities prior to such Change in Control.     (f) For purposes of this Agreement, “Without Good Reason” shall mean any reason otherthan that defined in this Agreement as constituting Good Reason.     (g) For purposes of this Agreement, “Change in Control” shall mean any of thefollowing events: (a) a person or entity or group of persons or entities, acting in concert,becomes the direct or indirect beneficial owner (within the meaning of Rule 13d-3 of the SecuritiesExchange Act of 1934, as amended) of securities of the Company representing 50.1% or more of thecombined voting power of the issued and outstanding common stock of the Company; (b) the Board ofDirectors of the Company approves any merger, consolidation or like business combination orreorganization of the Company, the consummation of which would result in the occurrence of theevent described in clause (a) above, and such transaction shall have been consummated; (c) theCompany ceases to be engaged, directly or indirectly, and does not intend to be engaged at any timein the foreseeable future, in any real estate business; or (d) the Company sells, transfers orotherwise disposes of all or substantially all of its assets in one transaction or a series oftransactions. The date on which a Change in Control is consummated, with respect to clauses (a)and (b), or occurs, with respect to clauses (c) and (d), is herein referred to as the “Changein Control Date.”          6. Payments Upon Termination of Employment.     (a) Termination upon Expiration of Term of Employment. If the Employee’s employmenthereunder is terminated pursuant to Section 5(a)(i), the Company shall pay or provide to theEmployee (i) all Base Salary and Annual Bonus payments pursuant to
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Sections 3(a) and 3(c) hereof, respectively, and any vacation pay pursuant to Section 3(g)hereof, in each case which has been earned but has not been paid as of the Date of Termination and(ii) any benefits to which the Employee may be entitled under any employee benefits plan or programpursuant to Section 3(d) hereof in which he is a participant in accordance with the terms of suchplan or program up to and including the Date of Termination.     (b) Death or Disability. If the Employee’s employment hereunder is terminated due tothe Employee’s death or Disability pursuant to Sections 5(a)(ii) or (iii) hereof, the Company shallpay or provide to the Employee, his designated beneficiary or to his estate (i) all Base Salary andAnnual Bonus payments pursuant to Sections 3(a) and 3(c) hereof, respectively, and any vacation paypursuant to Section 3(g) hereof, in each case which has been earned but has not been paid as of theDate of Termination and (ii) any benefits to which the Employee may be entitled under any employeebenefits plan or program pursuant to Section 3(d) hereof in which he is a participant in accordancewith the terms of such plan or program up to and including the Date of Termination. Should theCompany wish to purchase insurance to cover the costs associated with the Employee’s termination ofemployment pursuant to Sections 5(a)(ii) or (iii), the Employee agrees to execute any and allnecessary documents necessary to effectuate such insurance.     (c) Termination for Cause or Resignation Without Good Reason. If the Employee’semployment hereunder is terminated pursuant to Section 5(a)(iv) or Section 5(a)(vii), the Companyshall pay or provide to the Employee (i) all Base Salary pursuant to Section 3(a) hereof, and anyvacation pay pursuant to Section 3(g) hereof, in each case which has been earned but has not beenpaid as of the Date of Termination, and (ii) any benefits to which the Employee may be entitledunder any employee benefits plan or program pursuant to Section 3(d) hereof in which he is aparticipant in accordance with the terms of such plan or program up to and including the Date ofTermination, in each case subject to set-off, counterclaim, recoupment, defense or any other claim,right or cause of action which the Company may have against the Employee or others.     (d) Termination Without Cause or Resignation For Good Reason. If the Employee’semployment hereunder is terminated by the Company Without Cause pursuant to Section 5(a)(v), or dueto the Employee’s resignation for Good Reason pursuant to Section 5(a)(vi), then:          (i) The Company shall continue to pay the Employee his full Base Salary and Annual Bonus inaccordance with normal payroll practices and without interest through July 8, 2010 at the rate ineffect at the time notice of the termination of the Employee’s employment is given in accordancewith Section 5(a)(v) or Section 5(a)(vi) hereof, as the case may be; and          (ii) The Employee shall be entitled to participate in all employee benefit plans and programsto the extent applicable to other senior executives of the Company (provided that the Employee’scontinued participation is permissible under the general terms and provisions of such plans andprograms) through July 8, 2010. In the
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event that the Employee’s participation in any such plan or program is not permitted, theEmployee shall be entitled to receive an amount equal to the annual contributions, payments,credits or allocations made by the Company to the Employee’s account or on the Employee’s behalfunder such plans and programs.     (e) No Other Payments. Except as provided in this Section 6 and except as mayotherwise be provided pursuant to any written incentive award agreement between the Employee andthe Company, the Employee shall not be entitled to receive any other payments or benefits from theCompany due to the termination of his employment, including but not limited to, any employeebenefits under any of the Company’s employee benefits plans or programs (other than at theEmployee’s expense under the Consolidated Omnibus Budget Reconciliation Act of 1985 or pursuant tothe terms of any pension plan which the Company may have in effect from time to time) or any rightto be paid severance pay. If the Employee is entitled to any notice or payment in lieu of anynotice of termination required by federal, state or local law, including but not limited to theWorker Adjustment and Retraining Notification Act, the Company’s obligation to make paymentspursuant to Section 6(d) shall be reduced by the amount of any such payment in lieu of notice.     (f) Conditions to Payments upon Termination of Employment. Notwithstanding anythingto the contrary contained in this Agreement, all payments and benefits to the Employee providedpursuant to this Section 6 shall be subject to the Employee’s compliance with Section 4.          7. No Conflicting Agreements; Indemnification.     (a) The Employee hereby represents and warrants that he is not a party to any agreement, ornon-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 orlimit his ability to commence work on the first day of the Term of Employment or would otherwiselimit his ability to perform all responsibilities in accordance with the terms and subject to theconditions of this Agreement.     (b) The Employee agrees that the compensation provided in Section 3 represents the solecompensation to be paid to the Employee in respect of the services performed or to be performed forthe Avatar Entities by the Employee (other than any incentive compensation paid or to be paid tothe Employee pursuant to any written incentive award agreement between the Employee and theCompany).          8. Deductions and Withholding. The Employee agrees that the Company shall withholdfrom any and all compensation required to be paid to the Employee pursuant to this Agreement allfederal, state, local and/or other taxes which the Company determines are required to be withheldin accordance with applicable statutes and/or regulations from time to time in effect and allamounts required to be deducted in respect of the Employee’s coverage under applicable employeebenefit plans.
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          9. Entire Agreement. This Agreement and any written incentive award agreement enteredinto from time to time between the Employee and the Company, collectively embody the entireagreement of the parties with respect to the Employee’s employment with the Company and supersedeany other prior oral or written agreements between the Employee and any Avatar Entity. ThisAgreement may not be modified or terminated orally but only by an agreement in writing signed bythe parties hereto.          10. Waiver. The waiver by the Company of a breach of any provision of this Agreementby the Employee shall not operate or be construed as a waiver of any subsequent breach by theEmployee. The waiver by the Employee of a breach of any provision of this Agreement by the Companyshall not operate or be construed as a waiver of any subsequent breach by the Company.          11. Governing Law. This Agreement shall be subject to, and governed by, the laws ofthe 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.          12. Jurisdiction. Any legal suit, action or proceeding against any party heretoarising out of or relating to this Agreement shall be instituted in a federal or state court inDade County or Broward County in the State of Florida and each party hereto waives any objectionwhich it may now or hereafter have to the laying of venue of any such suit, action or proceedingand each party hereto irrevocably submits to the jurisdiction of any such court in any suit, actionor proceeding.          13. Assignability. The obligations of the Employee may not be delegated and, exceptas expressly provided in Section 6(b) relating to the designation of beneficiaries, the Employeemay 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 attempteddelegation or disposition shall be null and void and without effect. This Agreement and all of theCompany’s rights and obligations hereunder shall be binding upon and inure to the benefit of anysuccessors and assigns of the Company. This Agreement may be assigned or transferred by theCompany to, and may be assumed by, any other Avatar Entity or successor thereof. The term“successor” shall mean, with respect to any Avatar Entity, and any other corporation orother business entity which, by merger, consolidation, purchase of the assets, or otherwise,acquires all or a material part of the assets of such Avatar Entity. Except as expressly providedin Section 6(e) hereof, any assignment by the Company of its rights and obligations hereunder toany affiliate of or successor shall not be considered a termination of employment for purposes ofthis Agreement.          14. Severability. If any provision of this Agreement as applied to either party or toany circumstances shall be adjudged by a court of competent jurisdiction to be void orunenforceable, the same shall in no way affect any other provision of this Agreement or thevalidity or enforceability of this Agreement. If any court construes any of the provisions ofSection 4 hereof, or any part thereof, to be unreasonable because of the duration of such provisionor the scope thereof, such courtmay reduce the duration or restrict the scope of such provision and enforce such provision asso reduced or restricted.
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          15. Notices. All notices to the Employee hereunder shall be in writing and shall bedelivered personally or sent by registered or certified mail, return receipt requested, to:Randy Kotler