AVATAR HOLDINGS INC. 2005 EXECUTIVE INCENTIVE COMPENSATION PLAN

                                                                   Exhibit 10.2

                              AVATAR HOLDINGS INC.

                   2005 EXECUTIVE INCENTIVE COMPENSATION PLAN

1. Purpose.

           The Avatar Holdings Inc. 2005 Executive Incentive Compensation Plan

(the "Plan") is intended to provide incentives which will attract, retain and

motivate certain executive employees of Avatar Holdings Inc. (the "Company") and

of any subsidiary corporation now existing or hereafter formed or acquired, by

providing them opportunities in the form of periodic cash bonus awards

("Awards"), thereby motivating such executives to attain performance goals

articulated under the Plan.

2. Administration.

           (a) The Plan shall be administered by a committee (the "Committee")

of the Company's Board of Directors (the "Board") and shall be comprised solely

of not less than two members who shall be "outside directors" within the meaning

of Treasury Regulation Section 1.162-27(e)(3) under Section 162(m) of the United

States Internal Revenue Code of 1986, as amended (the "Code").

           (b) The Committee shall have the exclusive authority to select the

executives to be granted Awards under the Plan, to determine the size and terms

and conditions of the Awards (subject to the limitations imposed on Awards in

Section 4 below) including any restrictions or conditions on payment of Awards,

to modify the terms and conditions of any Award that has been granted (except

for any modification that would increase the amount of the Award payable to an

executive), to determine the time when Awards will be made and the performance

period to which they relate, to establish performance objectives in respect of

such performance periods, and to certify that such performance objectives were

attained. The Committee is authorized to interpret the Plan, to establish, amend

and rescind any rules and regulations relating to the Plan, and to make any

other determinations that it deems necessary or desirable for the administration

of the Plan. The Committee may correct any defect or supply any omission or

reconcile any inconsistency in the Plan in the manner and to the extent that the

Committee deems necessary or desirable. All determinations and interpretations

made by the Committee shall be binding and conclusive on all Participants (as

defined herein) and their legal representatives. No member of the Committee and

no employee of the Company shall be liable for any act or failure to act

hereunder, except in circumstances involving his or her bad faith, gross

negligence or willful misconduct, or for any act or failure to act hereunder by

any other member or employee or by any agent to whom duties in connection with

the administration of this Plan have been delegated. The Company shall indemnify

members of the Committee and any agent of the Committee who is an employee of

the Company or any of its subsidiaries, against any and all liabilities or

expenses to which they may be subjected by reason of any act or failure to act

with respect to their duties on behalf of the Plan, except in circumstances

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involving such person's bad faith, gross negligence or willful misconduct. The

costs and expenses of administering the Plan shall be borne by the Company.

           (c) The Committee may delegate to one or more of its members, or to

one or more agents, such administrative duties as it may deem advisable, and the

Committee, or any person to whom it has delegated duties as aforesaid, may

employ one or more persons to render advice with respect to any responsibility

the Committee or such person may have under the Plan; provided, however, that no

delegation shall be made regarding the selection of executives who shall be

granted Awards under the Plan, the amount and timing thereof, or the objectives

and conditions relating thereto. The Committee may employ such legal or other

counsel, consultants, advisors and agents as it may deem desirable for the

administration of the Plan and may rely upon any opinion or computation received

from such counsel, consultant, advisor or agent. Expenses incurred by the

Committee in the engagement of such counsel, consultant, advisor or agent shall

be paid by the Company, or the subsidiary or affiliate whose employees have

participated in the Plan, as determined by the Committee.

3. Participants.