Exhibit 10.4


    

      EXHIBIT
        10.5

      


      SECOND
        AMENDMENT TO AMENDED AND RESTATED

      EMPLOYMENT
        AGREEMENT

       

      This
        SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Amendment”),
        is
        made this 3rd day of November, 2006, between EQUITY ONE, INC., a Maryland
        corporation (the “Company”
or
        “Employer”)
        and
        Doron Valero (the “Employee”).

       

      The
        Company and the Employee have heretofore entered into an Amended and Restated
        Employment Agreement dated as of July 26, 2002, as amended by that certain
        First
        Amendment to Amended and Restated Employment Agreement dated September 1,
        2003
        (the “Agreement”)
        (capitalized terms used herein and not otherwise defined shall have the meanings
        set forth in the Agreement). The Employer and Employee have agreed that the
        Employee will resign from his positions as Director, President and Chief
        Operating Officer on the date hereof, but shall continue as an employee of
        the
        Company under the Agreement, as modified by the terms and conditions hereof.
        

       

      NOW,
        THEREFORE,
        in
        consideration of the premises and the mutual covenants set forth below, the
        parties hereby agree as follows:

       

      1. Amendments.
        Effective as of the date hereof, the Agreement shall be amended as
        follows:

       

      (a) Section
        2
        of the Agreement shall be amended in its entirety to read as
        follows:

       

      “From
        the
        Effective Date through midnight on November 2, 2006, the Employee is engaged
        to
        act as President and Chief Operating Officer of the Employer and shall report
        to
        the Chairman of the Board and Chief Executive Officer of the Employer. Subject
        to the authority of the Board of Directors and the Chairman of the Board,
        the
        Employee shall be in charge of the day-to-day operations of the Employer’s
        business and shall have full authority and responsibility for supervising
        and
        managing the Employer’s properties. His powers shall include the authority to
        hire and fire personnel, after consultation with the Chairman of the Board
        and
        Chief Executive Officer. In addition, the Employee shall have such other
        duties
        as may from time to time be reasonably assigned to him by the Board of Directors
        and Chairman of the Board and Chief Executive Officer. Commencing November
        3,
        2006 until the end of the term hereof, the Employee shall serve as Operations
        Advisor for the Company and shall report to the Chairman of the Board of
        the
        Employer and shall have such duties as may be reasonably assigned to him
        by the
        Chairman of the Board.”

       

      (b) Section
        5
        of the Agreement shall be amended by adding the following clause at the end
        of
        such section:

       

      “Employee
        shall have the right to exercise all vested options within the six (6) month
        period immediately following Employee’s termination of employment (including
        following the expiration of the term of the Agreement), provided, however,
        that
        in the event Employee voluntarily terminates Employee’s employment, or the
        Company terminates Employee’s employment for Cause, Employee shall only have
        ninety (90) days following termination of employment to exercise Employee’s
        options. In addition, subject to the execution of the release attached hereto
        as
Exhibit
        A,
        all
        unvested restricted stock and options shall vest upon the expiration of the
        term
        hereof.”

       

      (c) The
        Agreement shall be additionally modified by adding the following provision
        at
        the end thereof:

       

      “27. Non-Disparagement.
        Employee covenants and agrees, both during and after the term of the Agreement,
        that he shall not make any comments that could be construed as negative
        concerning the Employer or any of the its affiliates to any individual or
        entity, including but not limited to, stockholders, tenants, employees, vendors
        or financial or credit institutions.”

       

      2. Acknowledgment
        of Non-Renewal.
        The
        parties hereto acknowledge that the Employee properly gave notice of his
        intent
        not to renew the Agreement pursuant to Section 1 thereof on August 4, 2006
        and
        has contemporaneously herewith resigned from his positions as a Director,
        President and Chief Operating Officer of the Company, none of which actions
        shall be deemed as a “voluntary resignation” or other termination of the
        Agreement, which shall, except
        as
        otherwise expressly modified by the terms and provisions of this Amendment,
        remain in full force and effect, and is hereby in all respects confirmed
        and
        ratified by the parties hereto.

       

      3. Effective
        Date.
        This
        Amendment shall be effective upon its execution by the Company and the
        Employee.

       

      4. Counterparts.
        This
        Amendment may be executed in counterparts and by different parties hereto
        in
        separate counterparts each of which, when so executed and delivered, shall
        be
        deemed to be an original and all of which, when taken together, shall constitute
        one and the same instrument.

       

      5. References
        to Agreement.
        From
        and after the effective date hereof, each reference in the Agreement to “this
        Agreement,” “hereto,” “hereunder” or words of like import, and all references to
        the Agreement in any and all agreements, instruments, documents, notes,
        certificates and other writings of every kind and nature shall be deemed
        to mean
        the Agreement as modified and amended by this Amendment.

       

      


       

       

      
        
          
          

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        
          
          

          
          

        

        
          
          

        

      



      IN
        WITNESS WHEREOF,
        the
        Company and the Employee have executed this Second Amendment to Amended and
        Restated Employment Agreement as of the date first written above.

       

      THE
        COMPANY:

       

       

       

      EQUITY
        ONE, INC

       

      


       

      By:     
        /s/ CHAIM KATMAN     

      Chaim
        Katzman

      Chairman
        and Chief Executive Officer

       

      


       

          THE
        EMPLOYEE:

       

      


       

                                                            /s/
        DORON
        VALERO

               
        Doron Valero