Exhibit 10.6


    
      
        EXHIBIT
          10.6

        CONSULTING
          AGREEMENT

        THIS CONSULTING
          AGREEMENT (this "Agreement") is made and entered into effective as of
          January 1, 2007 (the “Effective Date”), by and among EQUITY ONE, INC., a
          Maryland corporation (the “Company”), and DORON VALERO (the "Consultant"). 


        R
          E
          C I T A T I O N S

      


      
        A.                   
          The Consultant served for several years as the President and Chief Operating
          Officer of the Company.

        B.                    
          The Company recognizes that the Consultant possesses extensive knowledge
          and
          experience regarding Company’s operations.  The Company believes that the
          Consultant's business advice will be extremely beneficial to the Company
          and
          wishes to obtain such advice and the benefit of the Consultant’s knowledge and
          experience.

        C.                   
          The Company desires to retain the services of the Consultant and the Consultant
          desires to provide services to the Company, subject to the terms and conditions
          set forth in this Agreement.

        O
          P E R A T I V E   P R O V I S I O N
          S

      


      
        In consideration of
          the
          foregoing recitations, the mutual promises hereinafter set forth and other
          good
          and valuable consideration, the receipt and sufficiency of which are
          acknowledged hereby, the parties hereto, intending legally to be bound,
          hereby
          covenant and agree as follows:

      


      ARTICLE
        I

      ENGAGEMENT
        OF SERVICES

       

      1.1      
Engagement
        of Consultant.  The Company hereby engages the
        Consultant and the Consultant hereby agrees to provide consulting services
        as
        set forth in Section 1.3 of this Agreement.

      1.2      
Term of Agreement. 
The
        term of this Agreement shall
        commence on January 1, 2007 (the “Commencement Date”) and shall continue for
        twenty-four (24) months beginning with the Commencement Date, unless terminated
        earlier pursuant to the provisions hereof (the “Term”). 

      1.3      
        Services to be Provided.

      (a)       
        Services.         During the Term,
        upon reasonable notice from the Company, the Consultant shall make himself
        available to consult with the Company, by request from time to time of the
        Chairman of the Board of the Company (the “Board”).  The Consultant shall
        report to the Chairman of the Board.  The services to be performed (the
“Services”) are consultation concerning the Company’s and its subsidiaries’
existing and contemplated business operations, including strategic planning
        initiatives, its existing property management and leasing operations, and
        project and vendor analysis.  

      (b)       
        Performance of Services.      The
        Consultant is responsible for reasonably determining the method, details
        and
        means of performing the Services required under this Agreement.  The
        Consultant shall at all times perform such Services and conduct Consultant’s
        business and affairs in accordance with all applicable federal, state and
        local
        laws and regulations.  Such consultation may be by telephone, in writing or
        by other method of communication selected in the reasonable exercise of the
        Consultant’s discretion. Unless otherwise agreed to in writing by the
        Consultant, the Consultant shall provide the Services required hereunder
        at the
        location or locations that the Consultant determines in good faith to be
        appropriate. 

      (c)       
        Services as Needed.    Notwithstanding any other
        provision of this Agreement, it is agreed that the Consultant shall not be
        required to devote any minimum amount of time during any particular week
        or
        year, but shall perform the Services pursuant to this Agreement on an “as
        needed” basis at such times (consistent with Section 1.3(b) hereof) and for such
        periods as the Company, through its Chairman of the Board may reasonably
        request.  Notwithstanding the foregoing, the Consultant shall have the
        ability to designate four (4) weeks (i.e., 5 day periods from Monday through
        Friday) during the Term of this Agreement during which his Services shall
        not be
        available.  

      1.4      
Nature of
        Consulting Relationship.  It is agreed and
        understood by the parties to this Agreement that, for all purposes, during
        the
        term of this Agreement, the Consultant shall serve solely as an independent
        contractor of the Company and shall not be an employee or officer of the
        Company
        in any capacity, and, as a result, he shall have none of the fiduciary duties
        associated with such position or role under state corporate law or
        otherwise.  Nothing in this Agreement shall be interpreted or construed as
        creating or establishing the relationship of employer and employee between
        the
        Consultant and Company.  As an independent contractor, the Consultant shall
        accept any directions issued by the Company pertaining to the goals to be
        attained and the results to be achieved by him, but shall be solely responsible
        for the manner and hours in which he will perform his services under this
        Agreement.  It is agreed and understood by the parties to this Agreement
        that the Company will treat Consultant as an independent contractor for purposes
        of all tax laws (local, state and federal) and file any required forms
        consistent with that status.  Consultant agrees, as an independent
        contractor, that he is not entitled to unemployment benefits in the event
        this
        Agreement terminates, or workers' compensation benefits in the event that
        he is
        injured in any manner while performing obligations under this Agreement. 
The Consultant will be solely responsible to pay any and all local, state,
        and/or federal income, social security, unemployment taxes for himself, as
        well
        as workers’ compensation coverage.

      ARTICLE
        II

      PAYMENT
        TO CONSULTANT

      2.1      
Consulting
        Fee.  In consideration for the services to be
        provided by the Consultant pursuant to Section 1.3 hereof, the Company agrees
        to
        pay the Consultant $1.75 million (“Consulting Fee”), which amount will be
        payable in advance, in equal, semi-annual installments on January 1 and July
        1,
        2007 and January 1 and July 1, 2008.  

      2.2      
Expense Reimbursement. 
During
        the Term of this Agreement,
        the Company shall reimburse the Consultant for all reasonable business expenses
        actually paid or incurred by the Consultant in the course of and pursuant
        to the
        business of the Company, upon proper submission of supporting documentation
        by
        the Consultant and in accordance with such policies and guidelines as from
        time
        to time may be established by the Company.

      ARTICLE
        III

      DEATH
&
DISABILITY

      3.1      
Death or
        Disability. Notwithstanding anything to the contrary
        contained in this Agreement, in the event of the Consultant’s death or
        Disability during the Term of this Agreement, all unpaid portions of the
        Consulting Fee shall paid by the Company as soon as practical following the
        date
        of the Consultant’s death or Disability.  For purposes of this Agreement,
“Disability” shall mean if the Consultant shall, as a result of mental or
        physical incapacity, illness or disability, become unable to perform his
        obligations hereunder as determined reasonably by the Company, following
        an
        examination by a physician reasonably acceptable to the Company. 

      ARTICLE
        IV

      TERMINATION

      4.1      
        Termination.     Notwithstanding anything to the
        contrary contained in this Agreement, the engagement and provision of the
        Services under this Agreement shall terminate on the earlier of:

      (i)        
        the expiration of the Term as set forth in Section 1.2; or

      (ii)       
the date on which one
        party (the “Terminating Party”) provides written notice of
        such termination to the other party (the “Breaching Party”) by reason of the
        fact that the Breaching Party has materially breached his or its obligations
        under this Agreement (other than due to Consultant’s death or Disability), which
        breach is not cured by the Breaching Party within thirty (10) days after
        the
        Terminating Party has given written notice of such breach to the Breaching
        Party
        (a “Material Breach”).  For purposes of this Agreement, the Consultant
        shall be considered in Material Breach only if he willfully fails to perform
        the
        required Services hereunder after reasonable notice and an opportunity to
        cure
        within ten (10) days of such failure to perform.

      4.2      
        Termination Obligations.       If
        the Company terminates this Agreement for any reason other than Material
        Breach
        by the Consultant, the Company shall pay all unpaid portions of the Consulting
        Fee as soon as practical following the date of termination.  If the Company
        terminates this Agreement due to the Consultant’s Material Breach, then all
        unpaid portions of the Consulting Fee shall be forfeited as of the date of
        termination.

      ARTICLE
        V

      MISCELLANEOUS

      5.1      
Entire Agreement;
        Amendment.  This Agreement constitutes
        the entire agreement between the parties hereto and supersedes all prior
        agreements, understandings, negotiations and discussions, both written and
        oral,
        among the parties hereto with respect to the subject matter hereof. 
Notwithstanding the foregoing, nothing in this Agreement is intended to modify,
        limit or diminish the provisions of that certain Employment Agreement, effective
        January 1, 2002, by and between the Consultant and the Company (the “Employment
        Agreement”).  This Agreement may not be amended or modified in any way
        except by a written instrument executed by the Company and the Consultant.

      5.2      
Notice. 
All
        notices required or permitted to be given
        hereunder shall be in writing and shall be personally delivered by courier
        or
        sent by registered or certified mail, return receipt requested as set forth
        herein.  Notices personally delivered or sent by overnight courier shall be
        deemed given on the date of delivery and notices mailed in accordance with
        the
        foregoing shall be deemed given upon the receipt by the addressee, as evidenced
        by the return receipt thereof.  Notice shall be sent (i) if to the Company,
        addressed to: 1600 NE Miami Gardens Drive, North Miami Beach, Florida 33179,
        Attention: Chairman of the Board, and (ii) if to the Consultant, to his address
        as reflected on the current payroll records of the Company, or to such other
        address designated by the party by written notice in accordance with this
        provision.

      5.3      
Governing
        Law; Waiver of Jury Trial.  This Agreement shall
        be governed by, and construed and interpreted in accordance with, the laws
        of
        the State of Florida, without giving effect to the conflict of laws principles
        of each State.  THE PARTIES HEREBY IRREVOCABLY WAIVE THEIR RIGHT TO
        A JURY TRIAL.

      5.4      
Assignment:
        Successors and Assigns.  Neither the Consultant
        nor the Company may make an assignment of this Agreement or any interest
        herein,
        by operation of laws or otherwise, without the prior written consent of the
        other party; provided that the Company shall assign its rights and obligations
        under this Agreement to any corporation, partnership, organization or other
        entity in the event that the Company shall effect a reorganization, consolidate
        with or merge into such other corporation, partnership, organization or other
        entity, or transfer all or substantially all of its properties or assets
        to such
        other corporation, partnership, organization or other entity; provided, further,
        that the Consultant can assign this Agreement to any corporation, limited
        liability company or other business entity of which Consultant is the sole
        owner, in which case the Consultant shall remain liable for any failure to
        perform or other breach hereof by the successor corporation, limited liability
        company or other business entity. This Agreement shall inure to the benefit
        of
        and be binding upon the Company and the Consultant, their respective heirs,
        personal representatives, executors, legal representatives, successors and
        assigns.  

      5.5      
Waiver. 
The
        waiver by any party hereto of the other
        party's prompt and complete performance or breach or violation of any provision
        of this Agreement shall not operate nor be construed as a waiver of any
        subsequent breach or violation, and the waiver by any party hereto to exercise
        any right or remedy which he or it may possess shall not operate nor be
        construed as the waiver of such right or remedy by such party or as a bar
        to the
        exercise of such right or remedy by such party upon the occurrence of any
        subsequent breach or violation.

      5.6      
Severability. 
The
        invalidity of any one or more of the
        words, phrases, sentences, clauses, sections or subsections contained in
        this
        Agreement shall not affect the enforceability of the remaining portions of
        this
        Agreement or any part thereof, all of which are inserted conditionally on
        their
        being valid in law, and, in the event that any one or more of the words,
        phrases, sentences, clauses, sections or subsections contained in this Agreement
        shall be declared invalid by a court of competent jurisdiction, then this
        Agreement shall be construed as if such invalid word or words, phrase or
        phrases, sentence or sentences, clause or clauses, section or sections, or
        subsection or subsections had not been inserted.

      5.7      
Compliance
        with Legal Requirements.  The Consultant shall
        comply at his expense with all applicable provisions of workers’ compensation
        laws, unemployment compensation laws, federal Social Security law, the Fair
        Labor Standards Act, federal, state and local income tax laws, and all other
        applicable federal, state and local laws, regulations and codes relating
        to
        terms and conditions of employment required to be fulfilled by employers
        or
        independent contractors.  Consultant agrees that he will not take any
        action in connection with the Consultant’s Services hereinthat would be illegal
        or in violation of applicable laws, rules, and regulations.  The Company
        shall not be required, by reason of this Agreement, to provide workers’
compensation, disability insurance, Social Security or unemployment compensation
        coverage nor any other statutory benefit to the Consultant.  

      5.8      
Gender and
        Number.  Wherever the context shall so require,
        all words herein in the male gender shall be deemed to include the female
        or
        neuter gender, all singular words shall include the plural and all plural
        words
        shall include the singular.

      5.9      
Section Headings. 
The
        section or other headings contained
        in this Agreement are for reference purposes only and shall not affect in
        any
        way the meaning or interpretation of any or all of the provisions of this
        Agreement.

      5.10    
No Third
        Party Beneficiary.  Nothing expressed or implied
        in this Agreement is intended, or shall be construed, to confer upon or give
        any
        person, firm, corporation, partnership, association or other entity, other
        than
        the parties hereto and each of their respective heirs, personal representatives,
        legal representatives, successors and assigns, any rights or remedies under
        or
        by reason of this Agreement.

      5.11    
        No Authority to Bind
        Company.        The Consultant
        does not and shall not have any authority to enter into any contract or
        agreement for, on behalf of or in the name of the Company, or to legally
        bind
        the Company to any commitment or obligation.

      5.12    
        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 shall constitute one and the same instrument and
        agreement.

      5.13    
        Indemnification.  To the maximum extent permitted by law,
        the Company shall indemnify, hold harmless, protect and defend (with counsel
        reasonably acceptable to Consultant) Consultant from and against any and
        all
        claims, demands, actions, fines, penalties, liabilities, losses, damages,
        injuries and expenses (including without limitation, actual attorneys’,
        consultant’s and expert witness’ fees and costs at the pre-trial, trial and
        appellate levels and in bankruptcy proceedings) related to, arising out of
        or
        resulting from the performance by the Consultant of his obligations and duties
        hereunder in accordance with the terms hereof, provided, however, that the
        Company does not hereby agree, and shall not be obligated to, so indemnify
        the
        Consultant from any such loss, cost, damage, liability or expense (i) arising
        out of any act or omission of the Consultant or any of his agents, officers,
        employees, independent contractors or representatives, which act or omission
        constitutes gross negligence, willful misconduct or fraud or is in material
        breach of this Agreement, and (ii) relating to any obligation of the Consultant
        to comply with the provisions of Section 5.7 above including, but not limited
        to, the Consultant’s obligation to pay tax under any federal, state or local tax
        law.  Notwithstanding any other provisions of this Agreement to the
        contrary, the Company’s obligations under this Section 5.13 shall survive the
        expiration, termination or cancellation of this Agreement.  In addition,
        notwithstanding the foregoing, nothing in this Section 5.13 is intended to
        modify, limit or diminish the provisions of the Employment Agreement (referred
        to in Section 5.1 hereof).   

       


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

      EQUITY
        ONE, INC.

      By:
        /s/ CHAIM KATZMAN_____________  

      Print
        Name: Chaim Katzman

      Title:
        Chairman and Chief Executive Officer

      Date:   
        November 3,
        2006                              


       

      THE
        CONSULTANT:

      /s/
        DORON VALERO____     ___________

      DORON
        VALERO

      Date:   
        November 3,
        2006