STOCK AWARD AGREEMENT

          This STOCK AWARD AGREEMENT (this Agreement), dated December 28, 2006, is made by and between Avatar Holdings Inc., a Delaware corporation (the Company), and Dennis J. Getman (the Participant).

     1. AWARD. Pursuant to the provisions of the Avatar Holdings Inc. Amended and Restated 1997 Incentive and Capital Accumulation Plan (2005 Restatement), as the same may be amended, restated, modified or supplemented (the Plan), the Committee (as defined in the Plan, the Committee) hereby awards to the Participant, on the date hereof, subject to the terms and conditions of the Plan and subject further to the terms and conditions herein set forth, an opportunity to receive 2,500 shares of common stock, par value $1.00 per share, of the Company (Shares). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Plan. This award is intended to constitute a Performance-Based Award within the meaning of the Plan.

     2. TERMS AND CONDITIONS; VESTING OF SHARES. The award evidenced by this Agreement is subject to the following terms and conditions:

     (a) Subject to Section 3 hereof, the Participant shall be entitled to receive the Shares on the date (the Vesting Date) on which each and all of the permits necessary for ******** to allow for ********* (including either the ******** or other ******* to **********) shall have been obtained by the Company or any its subsidiaries or affiliates (the foregoing entities being referred to herein collectively as the Avatar Entities and each as an Avatar Entity). All determinations relating to the award to the Participant under this Agreement and the Shares issuable with respect thereto will be made by and administered under the supervision of the Companys Compensation Committee in its sole and absolute discretion, and all determinations of the Companys Compensation Committee will be final and binding on the Employee and the Company.

     (b) Notwithstanding Section 2(a) and except as provided in Sections 3(c) and 3(d), no Shares shall be issued to the Participant pursuant to Section 2(a) if the Participants employment with the Company or the Consulting Arrangement (as defined in, and in accordance with, the Amended and Restated Employment Agreement, dated as of the date hereof, by and between the Participant and the Company (as it may be amended, modified or supplemented from time to time, the Employment Agreement), has terminated for any reason on or prior to the Vesting Date.

     (c) The Participant shall not possess any incidents of ownership (including, without limitation, dividend, interest and voting rights) in Shares or the Change in Control Amount, as applicable, until such Shares or the Change in Control Amount shall have vested and been issued and distributed to the Participant in the form of Shares or, in the case of a Change in Control Amount, a single, lump sum cash payment, in accordance with Section 3 hereof.