EQUITY ONE INC, DEFR14A, 1999-05-24

EQUITY ONE INC
DEFR14A, 1999-05-24
REAL ESTATE INVESTMENT TRUSTS

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SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by the registrant [X]
Filed by a party other than the registrant [ ]

Check the appropriate box:

[ ] Preliminary proxy statement [ ] Confidential, For Use of the
[X] Definitive proxy statement Commission only (as permitted
[ ] Definitive additional materials by Rule 14a-6(e))2))
[ ] Soliciting material pursuant to
Rule 14a-11(c) or Rule 14a-12

EQUITY ONE, INC.
(Name of Registrant as Specified in Its Charter)

EQUITY ONE, INC.
(Name of Person(s) Filing Proxy Statement)

Payment of filing fee (Check the appropriate box):
[X] No fee required.

[ ] Fee computed on the table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the form or schedule and the date
of its filing.

(1) Amount previously paid:

(2) Form, schedule or registration statement no.:

(3) Filing party:

(4) Date Filed:

<PAGE>
EQUITY ONE, INC.

1600 N.E. MIAMI GARDENS DRIVE, SUITE 200
NORTH MIAMI BEACH, FLORIDA 33179

-------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 30, 1999

-------------------

To the Stockholders of
EQUITY ONE, INC.:

Equity One, Inc. will hold its that the 1999 Annual Meeting of
Stockholders at the Courtyard Marriott Hotel, 2825 N.E. 191st Street, Aventura,
Florida 33180, on Wednesday, June 30, 1999, at 10:30 a.m., local time, to:

/bullet/ Elect one Director to hold office until Equity One's 2002 Annual
Meeting of Stockholders;

/bullet/ Approve and ratify Equity One's 1995 Stock Option Plan; and

/bullet/ Transact such other business as may properly come before the Annual
Meeting.

If you own shares of Equity One common stock as of the close of
business on May 17, 1999 (the "Record Date"), you can vote those shares by proxy
or at the meeting.

By Order of the Board of Directors

ALAN J. MARCUS
SECRETARY

North Miami Beach, Florida
May 24, 1999

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, PLEASE COMPLETE, SIGN
AND DATE THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED POSTAGE-PAID
ENVELOPE SO THAT YOUR SHARES WILL BE REPRESENTED. STOCKHOLDERS WHO EXECUTE A
PROXY CARD MAY NEVERTHELESS ATTEND THE MEETING, REVOKE THEIR PROXY AND VOTE
THEIR SHARES IN PERSON.

2
<PAGE>
1999 ANNUAL MEETING OF STOCKHOLDERS
OF
EQUITY ONE, INC.

---------------------

PROXY STATEMENT

---------------------

The Board of Directors of Equity One, Inc., a Maryland corporation
("Equity One"), is soliciting proxies from the holders of Equity One's common
stock, par value $.01 per share (the "Common Stock"), to be voted at the 1999
Annual Meeting of Stockholders of Equity One to be held at the Courtyard
Marriott, 2825 N.E. 191st Street, Aventura, Florida, on Wednesday, June 30,
1999, at 10:30 a.m., local time, or at any adjournment(s) or postponement(s)
thereof (the "Annual Meeting"). We are sending this Proxy Statement in
connection with the proxy solicitation.

Equity One is making its first mailing of this Proxy Statement and the
enclosed form of proxy on May 24, 1999. You should review the information
provided herein in conjunction with Equity One's 1998 Annual Report, which
accompanies this Proxy Statement. Equity One's principal executive offices are
located at 1600 N.E. Miami Gardens Drive, Suite 200, North Miami Beach, Florida
33179, and its telephone number is (305) 947-1664.

INFORMATION CONCERNING PROXY

The enclosed proxy is solicited on behalf of Equity One's Board of
Directors. The giving of a proxy does not preclude the right to vote in person
should any stockholder giving the proxy so desire. Stockholders have an
unconditional right to revoke their proxy at any time prior to the exercise
thereof, either in person at the Annual Meeting or by filing with Equity One's
Secretary at Equity One's headquarters a written revocation or duly executed
proxy bearing a later date; however, no such revocation will be effective until
written notice of the revocation is received by Equity One at or prior to the
Annual Meeting.

The cost of preparing, assembling and mailing this Proxy Statement, the
Notice of Annual Meeting of Stockholders and the enclosed proxy is to be borne
by Equity One. In addition to the use of mail, employees of Equity One may
solicit proxies personally and by telephone. Equity One's employees will receive
no compensation for soliciting proxies other than their regular salaries. Equity
One may request banks, brokers and other custodians, nominees and fiduciaries to
forward copies of the proxy material to their principals and to request
authority for the execution of proxies. Equity One may reimburse such persons
for their expenses in so doing.

PURPOSES OF THE MEETING

At the Annual Meeting, Equity One's stockholders will consider and vote
upon the following matters:

(1) The election of one Class I member to Equity One's Board of
Directors to serve until Equity One's 2002 Annual Meeting of
Stockholders or until his successor is duly elected and qualified;

(2) To approve and ratify Equity One's 1995 Stock Option Plan; and

(3) Such other business as may properly come before the Annual
Meeting, including any adjournments or postponements thereof.

Unless contrary instructions are indicated on the enclosed proxy, all
shares represented by valid proxies received pursuant to this solicitation (and
which have not been revoked in accordance with the procedures set forth above)
will be voted (a) FOR the election of the one nominee for Class I director named
below; and (b) FOR the proposal to approve and ratify Equity One's 1995 Stock
Option Plan. In the event a stockholder specifies a different choice

3
<PAGE>

by means of the enclosed proxy, his or her shares will be voted in accordance
with the specification so made. The Board of Directors does not know of any
other matters that may be brought before the Annual Meeting nor does it foresee
or have reason to believe that proxy holders will have to vote for substitute or
alternate nominees. In the event that any other matter should come before the
Annual Meeting or any nominee is not available for election, the persons named
in the enclosed Proxy will have discretionary authority to vote all proxies not
marked to the contrary with respect to such matters in accordance with their
best judgment.

OUTSTANDING VOTING SECURITIES AND VOTING RIGHTS

WHO CAN VOTE

Only stockholders of record at the close of business on May 17, 1999
will be entitled to notice of and to vote at the Annual Meeting or any
adjournment thereof. On that date, there were 10,574,320 shares of Common Stock
issued and outstanding, all of which are entitled to be voted at the Annual
Meeting.

GENERAL INFORMATION ON VOTING

Each share of Common Stock is entitled to one vote on each matter
submitted to stockholders for approval at the Annual Meeting. Stockholders do
not have the right to cumulate their votes for directors.

In order for business to be conducted, a quorum must be represented at
the meeting. A quorum is 50% of the shares entitled to vote. The election of the
director nominee must be approved by a plurality of the votes cast by the shares
of Common Stock represented in person or by proxy at the Annual Meeting. The
affirmative vote of a majority of the shares of Common Stock present and voting
at the Annual Meeting is required to approve and ratify Equity One's 1995 Stock
Option Plan. If less than a majority of outstanding shares entitled to vote are
represented at the Annual Meeting, a majority of the shares so represented may
adjourn the Annual Meeting to another date, time or place, and notice need not
be given of the new date, time or place if the new date, time or place is
announced at the meeting before an adjournment is taken.

Prior to the Annual Meeting, Equity One will select one or more
inspectors of election for the meeting. Such inspector(s) shall determine the
number of shares of Common Stock represented at the meeting, the existence of a
quorum and the validity and effect of proxies, and shall receive, count and
tabulate ballots and votes and determine the results thereof.

Pursuant to Maryland law, abstentions and broker non-votes are counted
as present for purposes of determining the presence of a quorum. However,
abstentions are treated as present and entitled to vote, but are not counted as
votes cast "for" or "against" any matter. A broker non-vote on a matter is
considered not entitled to vote on that matter and thus is not counted in
determining whether a matter requiring approval of a majority of the shares
present and entitled to vote has been approved or whether a plurality of the
shares present and entitled to vote has been voted.

A list of stockholders entitled to vote at the Annual Meeting will be
available at Equity One's offices, 1600 N.E. Miami Gardens Drive, Suite 200,
North Miami Beach, Florida 33179, for a period of ten days prior to the Annual
Meeting and at the Annual Meeting itself for examination by any stockholder.

4
<PAGE>
SECURITY OWNERSHIP

The following table sets forth, as of April 1, 1999, the number of
shares of Common Stock of Equity One which were owned beneficially by (i) each
person who is known by Equity One to own beneficially more than 5% of its Common
Stock, (ii) each director and nominee for director, (iii) the Named Executive
Officers (as defined in "Executive Compensation") and (iv) all directors and
executive officers of Equity One as a group:
<TABLE>
<CAPTION>

NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENTAGE OF OUTSTANDING
BENEFICIAL OWNER(1) BENEFICIAL OWNERSHIP(2)(3) SHARES OWNED(2)
-------------------- -------------------------- --------------------------
<S> <C> <C>

Gazit-Globe (82) Ltd.(4)............................ 4,423,423 41.8%
Gazit (1995), Inc.(5)............................... 2,370,069 22.4%
M.G.N. (USA), Inc.(6)............................... 3,363,423 31.8%
Chaim Katzman(7).................................... 7,462,815 70.6%
Doron Valero(8)..................................... 424,010 4.0%
Alan J. Marcus...................................... 1,000 *
Robert Cooney....................................... 3,000 *
Shaiy Pilpel........................................ -- --
Noam Ben-Ozer....................................... -- --
Yuval Yanai......................................... -- --
Ronald Chase........................................ -- --
All executive officers and directors of Equity One as
a group (8 persons).............................. 7,890,815 74.6%
</TABLE>

- ------------------------------

* Represents ownership of less than 1.0%

(1) Unless otherwise indicated, the address of each beneficial owner is
Equity One, Inc., 1600 N.E. Miami Gardens Drive, Suite 200, North Miami
Beach, Florida 33179.

(2) A person is deemed to be the beneficial owner of securities that can be
acquired by such persons within 60 days from the date hereof upon the
exercise of options and warrants or purchasable pursuant to an executory
contract to acquire Common Stock. Each beneficial owner's percentage
ownership is determined by assuming that options and warrants and shares
purchasable under an executory contract that are held by such person (but
not those held by any other person) and that are exercisable or
purchasable within 60 days from the date hereof have been exercised or
purchased. For purposes of this table, a beneficial owner of securities
includes any person who, directly or indirectly, through any contract,
arrangement, understanding, relationship or otherwise has or shares (i)
voting power which includes the power to vote, or direct the voting of,
such security and/or (ii) investment power which includes the power to
dispose, or to direct the disposition of, such security.

(3) Unless otherwise noted, Equity One believes that all persons named in the
table have sole voting and investment power with respect to all shares of
Common Stock beneficially owned by them.

(4) Includes (i) 1,060,000 shares of Common Stock owned by Gazit-Globe (82)
("Gazit-Globe (82)"), (ii) 2,867,763 shares of Common Stock owned by
M.G.N. (USA), Inc. ("M.G.N.") and (iii) 495,660 shares of Common Stock
issuable upon the exercise of presently exercisable warrants to purchase
Common Stock owned by M.G.N.

(5) Includes 2,166,969 shares of Common Stock owned by Gazit (1995), Inc.
("Gazit (1995)") and (ii) 203,100 shares of Common Stock issuable upon
the exercise of presently existing warrants to purchase Common Stock.

(6) Includes (i) 2,867,763 shares of Common Stock owned by M.G.N. and (ii)
495,660 shares of Common Stock issuable upon the exercise of presently
exercisable warrants to purchase Common Stock.

(7) Includes (i) 2,166,969 shares of Common Stock owned by Gazit (1995) which
Mr. Katzman may be deemed to control, (ii) 203,100 shares of Common Stock
issuable upon the exercise of presently exercisable warrants to purchase
Common Stock owned by Gazit (1995), (iii) 4,423,423 shares of Common
Stock owned by Gazit-Globe (82); (iv) 290,990 shares of Common Stock
owned by Mr. Katzman, (v) 62,344 shares of Common Stock issuable to Mr.
Katzman as custodian for his minor children upon the exercise of
presently exercisable warrants to purchase Common Stock and (vi) 215,988
shares of Common Stock issuable to Mr. Katzman under the 1995 Stock
Option Plan, which options are currently exercisable. Does not include
71,986 shares of Common Stock issuable upon exercise of options granted
to Mr. Katzman under the 1995 Stock Option Plan, which options are not
currently exercisable.

(8) Includes (i) 192,000 shares of Common Stock owned by Mr. Valero, (ii)
130,500 shares of Common Stock issuable upon the exercise of options
granted to Mr. Valero under the 1995 Stock Option Plan, which Options are
currently exercisable. Does not include 61,337 shares of Common Stock
issuable upon the exercise of options granted to Mr. Valero under the
1995 Stock Option Plan, which options are not currently exercisable.

5
<PAGE>
ELECTION OF DIRECTORS

Equity One's Board of Directors is divided into three classes: Class I,
Class II and Class III. Each director serves for a term ending at the third
annual meeting of stockholders following the annual meeting at which he was
elected, except that any director appointed by the Board of Directors serves,
subject to election by the stockholders at the next annual meeting after
appointed, for a term ending at the annual meeting of stockholders at which the
term of the class to which the director was appointed ends. Each director serves
until his successor is elected and qualified or until his or her earlier death,
resignation or removal.

Information is provided below with respect to the one nominee for Class
I director, as well as the directors whose term will expire after the 1998
Annual Meeting, as well as those other directors whose terms will continue after
the 1998 Annual Meeting.

Equity One has nominated Shaiy Pilpel to be elected as a director at
the Annual Meeting. He now serves as a director of Equity One. The Board of
Directors has no reason to believe that he will refuse or be unable to accept
election; however, in the event that he is unable to accept election or if any
other unforeseen contingencies should arise, each proxy that does not direct
otherwise will be voted for such other persons as may be designated by the Board
of Directors.

MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

The executive officers and directors of Equity One are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>

Chaim Katzman..................................... 49 Chairman of the Board, President, Chief
Executive Officer
Doron Valero...................................... 41 Executive Vice President, Chief Operating
Officer and Director
Alan J. Marcus.................................... 42 Secretary
Noam Ben-Ozer..................................... 34 Director
Robert L. Cooney.................................. 64 Director
Ronald Chase...................................... 53 Director
Shaiy Pilpel...................................... 47 Director Nominee
Yuval Yanai....................................... 45 Director
</TABLE>

NOMINEE FOR ELECTION - CLASS I DIRECTOR (TERM TO EXPIRE IN 2002)

DR. SHAIY PILPEL has served as a director of Equity One since 1996. Dr.
Pilpel heads the trading operation at Wexford Management, an investment firm.
From 1995 to 1996, Dr. Pilpel was a managing director of Canadian Imperial Bank
of Commerce where he headed the Mortgage Arbitrage and Quantitative Strategies
proprietary trading group, and prior thereto, a portfolio manager for Steinhardt
Partners. Dr. Pilpel received a B.S. in mathematics and B.A. in philosophy from
Tel Aviv University, a M.Sc. in mathematics from the Hebrew University in
Jerusalem, a Ph.D. in Statistics from the University of California at Berkeley
and a M.B.A. from Columbia University.

6
<PAGE>

CONTINUING BOARD MEMBERS

CLASS II DIRECTORS (TERM TO EXPIRE IN 2000)

CHAIM KATZMAN has served as President, Chairman of the Board and Chief
Executive Officer and a director of Equity One since its formation in 1992, and
has been involved in the purchase, development and management of commercial and
residential real estate in the southeastern United States since 1980. Mr.
Katzman received an LL.B. from Tel Aviv University Law School in 1973. In 1991,
Mr. Katzman purchased the controlling interest of Gazit. Mr. Katzman has served
as Chairman of the Board and Chief Executive Officer of Gazit since May 1991 and
remains its largest stockholder and has served as a director of Gazit-Globe (82)
since 1994 and its Chairman since 1998. A licensed real estate broker in
Florida, Mr. Katzman is a member of NAREIT and the ICSC.

DORON VALERO has served as Executive Vice President, Chief Operating
Officer and a director of Equity One since 1994. Mr. Valero manages Equity One's
portfolio of properties and is responsible for, among other things, development
of new properties. Prior to joining Equity One, from 1990 to 1993, Mr. Valero
served as President and Chief Executive Officer of Global Fund Investment, Inc.,
a real estate investment and management company. A licensed mortgage broker in
Florida, Mr. Valero is a member of NAREIT and ICSC. Mr. Valero received a B.S.E.
from Nova University in 1986.

RONALD S. CHASE has served as a director of Equity One since 1998. Mr.
Chase has been the President and owner of Chase Holdings & Advisory Services,
Inc., which provides financial advisory services to corporations and litigation
attorneys, since June 1991. In addition, Mr. Chase is the owner and has served
as President of each of RSC Development, Inc., a residential developer, and CFAT
H20, Inc., a water treatment facility, both of which are located in Ocala,
Florida, since approximately November 1993. Mr. Chase is a certified public
accountant who formerly served as Managing Partner of Deloitte & Touche, LLP.
Mr. Chase has served as a director of Capital Factors Holding, Inc., a publicly
traded company, and Capital Factors, Inc., since September 1992, and as a
director of Union Planters Bank of Florida, formerly Capital Bank, since July
1993. Mr. Chase received his B.S. in Business Administration from the University
of California in 1965.

CLASS III DIRECTORS (TERM TO EXPIRE IN 2001)

NOAM BEN-OZER has been a director of this Company since 1996. Mr.
Ben-Ozer obtained an M.B.A. from Harvard University in 1994, and has served as a
consultant for Bain & Company since 1994. From 1993 to 1994 Mr. Ben-Ozer served
as an outside consultant to Lemout & Hauspie Speech Products. Mr. Ben-Ozer is a
certified public accountant in Israel.

ROBERT L. COONEY was elected as a director in November 1997. Mr. Cooney
served as a Managing Director of Equity Capital Markets of Credit Suisse First
Boston Corporation from 1978 to 1996. Mr. Cooney obtained an M.B.A. from Harvard
University in 1962 and a B.S. from College of the Holy Cross in 1956. Mr. Cooney
has over 35 years experience in capital markets and investment banking.

CLASS I DIRECTOR (TERM TO EXPIRE IN 1999)

YUVAL YANAI has served as a director of Equity One since 1996 and has
been the Vice President, Finance and Chief Financial Officer of Elscint Ltd.
(Israel) since August 1991. Previously, he was senior consultant and head of the
economics department of Control Data Corporation (Israel), Tel Aviv. Mr. Yanai
is Chairman of the Board of Elscint Espan-a S.A. (Spain) and Productos Medico
Hospitalares Elscint Ltd. (Brazil). Mr. Yanai is a director of Elscint Inc.
(USA), Elscint France S.A. (France), Elscint GmbH (Germany) and Elgems Ltd.
(Israel). Mr. Yanai holds a B.A. in accounting and economics from Tel Aviv
University. Yr. Yanai resigned from the Board of Directors in November, 1998,
and is not seeking re-election to the Board of Directors.

7
<PAGE>

COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS

During the fiscal year ended December 31, 1998, Equity One's Board of
Directors held three meetings, and took action three additional times by
unanimous written consent. Each director of Equity One attended at least 75% of
the aggregate of (i) the number of the meetings of the Board which were held
during the period that such person served on the Board and (ii) the number of
meetings of committees of the Board of Directors held during the period that
such person served on such committee.

Equity One has three committees: the Executive Committee, the Audit and
Review Committee and the Compensation Committee. Equity One does not have a
nominating committee.

The Executive Committee is authorized to perform all functions which
may be lawfully delegated by the Board of Directors, provided, however, that the
Executive Committee can only act based on a unanimous vote and that the
Executive Committee may only approve acquisitions of property similar to that in
Equity One's portfolio requiring an initial equity investment of up to $15.0
million and acquisitions of vacant land having an initial equity investment of
up to $5.0 million in the aggregate. The Executive Committee is comprised of
Chaim Katzman, Doron Valero and Ronald Chase. The Executive Committee met seven
times during the year endedd December 31, 1998.

The Audit and Review Committee is currently composed of Shaiy Pilpel,
Robert Cooney and Ronald Chase. The Audit Committee's functions include
recommending to the Board of Directors the engagement of Equity One's
independent certified public accountants, reviewing with such accountants the
plan and results of their audit of Equity One's financial statements and
determining the independence of such accountants. The Audit and Review Committee
met one time during the year ended December 31, 1998.

The Compensation Committee is currently comprised of Shaiy Pilpel,
Robert Cooney and Ronald Chase. The Compensation Committee's functions consist
of administering Equity One's 1995 Stock Option Plan (the "Plan"), recommending
and approving grants of stock options under the Plan, and recommending,
reviewing and approving the salary and fringe benefits policies of Equity One,
including compensation of executive officers of Equity One. The Compensation
Committee met four times during the year ended December 31, 1998.

DIRECTORS' COMPENSATION

Non-employee directors receive, upon election to the Board of Directors
and annually thereafter, options to purchase 6,000 shares of Common Stock. These
options become exercisable over two years. In addition, each non-employee
director will receive a fee of $1,000 for each Board of Directors meeting or
committee meeting attended in person, plus reimbursement for reasonable expenses
incurred in attending the meetings and a fee of $250 for each telephonic meeting
attended. Officers of Equity One who are directors will not be paid any
directors' fees.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires Equity
One's directors and executive officers, and persons who own more than ten
percent of Equity One's outstanding Common Stock, to file with the Securities
and Exchange Commission (the "SEC") initial reports of ownership and reports of
changes in ownership of Common Stock. Such persons are required by SEC
regulation to furnish Equity One with copies of all such reports they file.

To Equity One's knowledge, based solely on a review of the copies of
such reports furnished to Equity One and written representations that no other
reports are required, during the fiscal year ended December 31, 1998, all
Section 16(a) filing requirements applicable to its officers, directors and
greater than ten percent beneficial owners have been complied with.

8
<PAGE>
EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following compensation table sets forth, for the fiscal years ended
December 31, 1996, 1997 and 1998, the cash and certain other compensation paid
or accrued by Equity One to Equity One's Chief Executive Officer, and Equity
One's other executive officer whose total 1998 salary and bonus exceeded
$100,000 (collectively, the "Named Executive Officers").
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------------------------------------------ ------------
OTHER ANNUAL SECURITIES
COMPENSATION UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) OPTIONS
--------------------------- ---- ---------- ----- ------------ ----------
<S> <C> <C> <C> <C> <C>
Chaim Katzman...................... 1998 $269,000 -- (1) 287,994(2)(3)
Chairman of the Board, President 1997 $254,000 -- (1) --
and Chief Executive Officer 1996 $240,000 -- (1) --

Doron Valero....................... 1998 $202,000 $100,000 (1) 215,347(2)(3)
Vice President and Chief 1997 $190,800 $100,000 (1) 30,000(2)
Operating Officer 1996 $180,000 $ 50,000 (1) 48,000(2)
</TABLE>
- -----------------------------

(1) The aggregate amount of perquisites and other personal benefits provided
to such Named Officer is less than 10% of the total annual salary and
bonus of such officer.

(2) Represents options granted under the 1995 Stock Option Plan.

(3) These options were granted and repriced during 1998. See "Option
Adjustment."

OPTIONS/SAR GRANTS TABLE

There were no options granted to the Named Executive Officers during
the fiscal year ended December 31, 1998.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUE TABLE

The following table sets forth certain information concerning (i) the
exercise of stock options by the Named Executive Officers during the fiscal year
ended December 31, 1998 and (ii) unexercised stock options held by the Named
Executive Officers as of December 31, 1998.
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS HELD AT IN-THE-MONEY OPTIONS AT
SHARES DECEMBER 31, 1998 DECEMBER 31, 1998(1)
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>

Chaim Katzman 0 $0 143,992 143,992 $ 0 $0
Doron Valero 0 $0 163,174 130,173 $38,880 $0
</TABLE>
- --------------------

(1) The closing price of the Common Stock on December 31, 1998 as reported
by The New York Stock Exchange was $9.06 per share. Value is calculated
by multiplying (a) the difference between $9.06 and the option exercise
price by (b) the number of shares of Common Stock underlying the
option. All of the options held by Chaim Katzman and 245,347 of the
options held by Doron Valero have an exercise price higher than the
closing price of the Common Stock on December 31, 1998, and have been
assigned a value of $0 for purposes of the calculations in this table.

9
<PAGE>

COMPENSATION COMMITTEE AND INSIDER PARTICIPATION

The Compensation Committee is responsible for determining salaries,
incentives and other forms of compensation for officers of Equity One.

OPTION ADJUSTMENT

The following table provides information concerning the repricing,
replacement or cancellation and regrant of options held by persons who are
currently executive officers or who were executive officers of Equity One when
this action was taken. The table reflects all repricings, replacements and
cancellations and regrants of options that have occurred since Equity One became
a reporting company under Section 13 of the Securities Exchange Act of 1934, as
amended, in 1998.

<TABLE>
<CAPTION>
OPTION ADJUSTMENT

LENGTH OF
NUMBER OF MARKET ORIGINAL
SECURITIES PRICE OF OPTION
UNDERLYING STOCK AT EXERCISE NEW NUMBER TERM
OPTIONS AT THE TIME OF PRICE AT TIME NEW EXERCISE OF SHARES REMAINING
TIME OF REPRICING OF REPRICING PRICE UNDERLYING AT DATE OF
NAME DATE REPRICING(#) ($/SHARE) ($/SHARE) ($/SHARE) OPTIONS(#) REPRICING
---- ---- -------------- --------- -------------- ------------ ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Chaim Katzman 12/10/98 200,000 $9.50 $12.375 $10.00 287,984 7 Years
Doron Valero 12/10/98 150,000 $9.50 $12.375 $10.00 215,347 7 Years
</TABLE>

REPORT ON OPTION ADJUSTMENT

On December 10, 1998, the Compensation Committee of the Board of
Directors approved a plan pursuant to which certain employees (including
executive officers) were allowed to exchange options with exercise prices in
excess of the then current fair market value of the Common Stock for new options
having exercise prices equal to $10.00. In the case of options granted to Chaim
Katzman and Doron Valero, the Plan provided for a downward adjustment in the
exercise price of options each fiscal year by the amount by which the dividends
declared and paid for the immediate preceding year exceeded the dividends
declared and paid for the base year, fiscal 1995. The Board of Directors engaged
an independent consultant to review Equity One's compensation packages. The
consultant determined that the downward adjustment in exercise price would
result in Equity One being required to take certain accounting charges. Rather
than taking such charges the independent consultant recommended a decrease in
the exercise price of the Options to $10.00 per share, combined with an increase
in the number of options granted to such option holder to adjust the difference
of value as one option relates to the other. The new exercise price of $10.00
represents an exercise price in excess of the previous exercise price, when
adjusted for the declaration of dividends. Equity One also adjusted downward to
$10.00 the exercise price of options to purchase an aggregate of 46,000 shares
of Common Stock to a total of four employees.

The Compensation Committee believes that stock options are a
significant factor in Equity One's ability to retain and provide incentives for
employees and executives. The Compensation Committee also believes that adopting
a fixed price option exercise price is in the best interest of the Company. The
Compensation Committee also believes that the repricing plan benefits Equity
One's stockholders by strengthening Equity One's ability to retain experienced
and productive employees and executives, and create greater incentives for
employees and executives.

Shaiy Pilpel
Robert Cooney
Ronald Chase

10
<PAGE>

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee is generally responsible for determining the
compensation of Equity One's executive officers. The Compensation Committee is
comprised of three of Equity One's outside directors, Shaiy Pilpel, Robert
Cooney and Ronald Chase.

The Compensation Committee's general philosophy with respect to the
compensation of Equity One's executive officers is to offer competitive
compensation programs designed to (i) attract and retain key executives critical
to Equity One's long-term success, (ii) reward an individual's contribution and
personal performance and (iii) to align the interests of Equity One's executives
with Equity One's stockholders. The three components of Equity One's executive
compensation program are base salary, bonus and stock options.

Chaim Katzman, Equity One's Chairman of the Board and Chief Executive
Officer, and Doron Valero, Equity One's Executive Vice President and Chief
Operating Officer, receive compensation pursuant to employment agreements which
have been approved by Equity One's Board of Directors.

In determining the base salary of Equity One's executives, the
Compensation Committee takes into account a number of factors, including the
executive's position and responsibilities, compensation levels at other
companies generally and Equity One's performance. Increases in base salary are
based primarily on individual performances as well as competitive conditions and
Company performance.

Equity One believes that stock options are an important long-term
incentive to its executive officers to remain with Equity One and to improve
performance. Equity One maintains the 1995 Stock Option Plan which is designed
to attract and retain executive officers and other employees of Equity One and
to reward them for delivering long-term value to Equity One. Stock options
permit executive officers to share, to a certain extent, in the stockholders'
return on equity.

Equity One's 1995 Stock Option Plan provides for the granting of both
"incentive stock options" (as defined in Section 422A of the Internal Revenue
Code) and non-statutory stock options. Options may be granted under the Stock
Option Plan at such prices as the Committee may determine, provided that the per
share exercise price of incentive stock options may not be less than the fair
market value of the Common Stock on the date of the grant. Options typically
vest in staggered amounts over a period of four years. In determining grants of
stock options, the Compensation Committee considers a number of factors,
including the employee's position, responsibilities and performance, the number
of outstanding options held by the employee and competitive practices of other
companies generally.

Shaiy Pilpel
Robert Cooney
Ronald Chase

11
<PAGE>
PERFORMANCE GRAPH

The following graph compares the cumulative total stockholder return on
Equity One's Common Stock since May 14, 1998, the date the Common Stock began
trading on the New York Stock Exchange with (i) the New York Stock Exchange
index prepared by Media General Financial Services ("Media General"), (ii)
Media General's index for companies with similar Standard Industry Codes ("SIC")
as Equity One and (iii) the NAREIT Equity Index.

[GRAPHIC OMITTED]

5/14/98 6/30/98 9/30/98 12/30/98
Equity One, Inc. 100.0 93.20 82.82 88.10
NYSE Stock Index 100.0 99.56 89.49 89.49
NYSE Stock SIC Index 100.0 100.56 87.61 87.61
NAREIT Equity Index 100.0 98.44 88.47 86.36

NOTES:

A. The lines represent monthly index levels derived from compounded
daily returns that include all dividends.

B. The indexes are reweighted daily, using the market capitalization on
the previous tracking day.

C. If the monthly interval, based on the fiscal year-end, is not a
trading day, the preceding trading day is used.

D. The index level for all series was set to $100.0 on 5/14/98.

12
<PAGE>
CERTAIN TRANSACTIONS

ACQUISITION OF GLOBAL REALTY & MANAGEMENT, INC.

In January 1994, Equity One acquired all of the outstanding capital
stock of Global Management from Doron Valero, Equity One's Executive Vice
President and Chief Operating Officer, in exchange for 144,000 shares of Common
Stock and warrants to purchase an aggregate of 48,000 shares of Common Stock at
an exercise price of $8.25 per share. Such warrants were exercised by Mr. Valero
in December 1996.

LOANS TO EXECUTIVE OFFICERS

In June 1996, Equity One made a loan to Chaim Katzman, Equity One's
Chairman of the Board, President and Chief Executive Officer, in the principal
amount of $1.1 million, bearing interest at an annual rate of 6.86%. The funds
advanced to Mr. Katzman were used to exercise certain warrants to purchase an
aggregate of 215,000 shares of Common Stock. Interest on the loan is payable
annually on January 5. This loan is secured by the shares of Common Stock
acquired by Mr. Katzman through exercise of the warrants and matures on June 16,
2003, at which time the entire principal balance is due and payable. At December
31, 1998, there were no amounts outstanding under this loan. In the opinion of
Equity One, the foregoing loan was made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with other unaffiliated third parties. In connection
with the In-Kind Distribution (as defined below), Mr. Katzman's promissory note
and related security interests were transferred to the Partnership (as defined
below).

In December 1996, Equity One made a loan to Doron Valero, Equity One's
Executive Vice President and Chief Operating Officer, in the principal amount of
$396,000, bearing interest at an annual rate of 5.25%. The funds advanced to Mr.
Valero were used to exercise certain warrants to purchase an aggregate of 48,000
shares of Common Stock. Interest on the loan is payable annually on January 5.
The loan is secured by the shares of Common Stock acquired by Mr. Valero through
exercise of the warrants and matures on June 16, 2003, at which time the entire
principal balance is due and payable. At December 31, 1998, there were no
amounts outstanding under this loan. In connection with the In-Kind Distribution
(as defined below), Mr. Valero's promissory note and related security interests
were transferred to the Partnership (as defined below).

TRANSFER OF ASSETS AND RELATED IN-KIND DISTRIBUTION

In May, 1998 Equity One transferred certain assets to a newly-formed
limited partnership (the "Partnership") in exchange for limited partnership
interests (the "Partnership Interests"). A limited liability company of which
Gazit-Globe (82) and Gazit are members is the general partner of the
Partnership. As part of this transaction, the Partnership granted Equity One an
option, exercisable until May, 2003, to purchase certain real property assets
transferred by Equity One to the Partnership. Additionally, Equity One assigned
to the Partnership a promissory note from Chaim Katzman, Equity One's Chairman
of the Board, President and Chief Executive Officer, in the original principal
amount of $1.1 million, and a promissory note from Doron Valero, in the original
principal amount of $396,000, together with the rights to the Common Stock
securing such notes. Immediately prior to the consummation of the Offering,
Equity One distributed all of the Partnership Interests to its stockholders pro
rata in proportion to their ownership of Common Stock (the "In-Kind
Distribution"). In December, 1998, Equity One exercised the option to purchase
the vacant land adjacent to the Equity One office building for $1.7 million, one
of the three parcels transferred by Equity One to the Partnership.

MANAGED PROPERTIES

Several apartment properties in which Mr. Valero has an ownership
interest or which are owned by corporations on which he serves as an officer or
director are managed by Equity One. Each of these management agreements
represents arms-length contractual agreements, and generate an average of $4,800
in management fees per year per property. Mr. Valero receives no additional
compensation in connection with these management agreements.

13
<PAGE>

REGISTRATION RIGHTS

Pursuant to the terms of each of Messrs. Katzman's and Valero's
Employment Agreements, such executives were granted registration rights with
respect to the shares of Common Stock issuable to such executives under options
granted pursuant to such employment agreements.

Pursuant to the terms of the Series C Warrants, the holders of the
Series C Warrants were granted registration rights for the shares of Common
Stock issuable upon the exercise of such warrants. Pursuant to a Registration
Rights Agreement, Equity One has granted both demand and piggyback Registration
Rights to each of Chaim Katzman, Gazit (1995), Gazit-Globe (82), and Doron
Valero with respect to the shares of Common Stock owned by them (the
"Registration Rights Agreement").

SERVICE AGREEMENT

On January 1, 1996, Equity One and Gazit entered into an agreement
whereby Chaim Katzman, or any employee of Gazit or its affiliates, may use
Equity One's facilities, equipment, supplies and personnel to conduct Gazit's
and Mr. Katzman's business affairs for a quarterly user fee of $2,500. Since the
commencement of this agreement an aggregate of $30,000 has been paid by Gazit to
Equity One.

CONSULTING AGREEMENT

Equity One has entered into a consulting agreement with Noam Ben-Ozer,
a member of the Board of Directors of Equity One, to assist Equity One in the
development of its strategic business plan and to review the information and
non-information systems to determine the Year 2000 compliance of such systems.
Mr. Ben-Ozer was paid an aggregate of $7,000 during the year ended December 31,
1998 under such consulting agreement.

OTHER

Equity One paid legal fees in the approximate amount of $84,340,
$49,678 and $149,000 during the years ended December 31, 1996, 1997 and 1998,
respectively, to the Law Office of Alan J. Marcus, the Secretary of Equity One.

Robert L. Cooney, a director, served as a Managing Director of Equity
Capital Markets of Credit Suisse First Boston from 1978 to 1996.

PROPOSAL TO APPROVE AND RATIFY EQUITY ONE'S
1995 STOCK OPTION PLAN

BACKGROUND AND PURPOSE. The terms of the Plan provide for grants of
incentive stock options ("ISOs") and nonqualified stock options (collectively,
with the ISOs, the "Options"). The purpose of the Plan is to further the growth
of Equity One by offering an incentive to directors, officers and other key
employees of Equity One to continue in the employ of Equity One, and to increase
the interest of the employees of Equity One through additional ownership of its
Common Stock.

The following is a summary of certain principal features of the Plan.
This summary is qualified in its entirety by reference to the complete text of
the Plan, which is attached to this Proxy Statement as Appendix A. Stockholders
are urged to read the actual text of the Plan in its entirety.

ADMINISTRATION. The Plan is to be administered by the Compensation
Committee of the Board of Directors, or in the absence thereof, the Board of
Directors, or such other committee as may be designated by the Board of
Directors consisting of at least two directors (the "Committee"), each of whom
shall be a "disinterested person" as defined under Rule 16b-3 under the
Securities Exchange Act of 1934, as amended. The Compensation Committee of the
Board of Directors has been appointed as the Committee for the Plan. Subject to
the terms of the

14
<PAGE>

Plan, the Committee is authorized to determine the employees of Equity One and
its subsidiaries (from the class of employees eligible under the Plan to receive
Options under the Plan) to whom the Options shall be granted; the time or times
at which Options shall be granted; the number of shares subject to each Option;
the Option price of the shares subject to each Option in accordance with the
terms of the Plan; the time or times when each Option shall become exercisable
and the duration of the exercise period; and the applicable terms and conditions
of each Option.

SHARES AVAILABLE FOR AWARDS. An aggregate of 1,000,000 shares of Common
Stock are reserved for the grant of Options under the Plan. As of the Record
Date, Options to purchase 777,331 shares of Common Stock have been issued and
are outstanding under the Plan. Shares of Common Stock acquired upon the
exercise of Options granted under the Plan will be authorized and unissued
shares of Common Stock. Equity One's stockholders do not have any preemptive
rights to purchase or subscribe for the shares reserved for issuance under the
Plan. If any Option granted under the Plan should be surrendered, terminate,
expire or be forfeited, the shares of Common Stock subject thereto shall be
released and shall again be available for the grant of new Options under the
Plan.

The Committee is authorized to adjust outstanding Options (including
adjustments to exercise prices of Options and other affected terms of Options)
in the event that a dividend or other distribution (whether in cash, shares of
Common Stock or other property), recapitalization, stock split, reorganization,
merger, consolidation, combination, repurchase, share exchange or other similar
corporate transaction or event affects the Common Stock so that an adjustment is
appropriate in order to prevent dilution or enlargement of the rights of the
participants in the Plan (the "Participants"). The Committee is also authorized
to adjust performance conditions and other terms of Options in response to these
kinds of events or in response to changes in applicable laws, regulations or
accounting principles.

ELIGIBILITY. The persons eligible to receive Options under the Plan are
any persons employed by Equity One within the meaning of Section 3401(c) of the
Internal Revenue Code of 1986, as amended, and the regulations promulgated
thereunder. Non-qualified Options may be granted to any officer or director of
Equity One.

STOCK OPTIONS. The Committee is authorized to grant stock options,
including both ISOs, which can result in potentially favorable tax treatment to
the Participant, and non-qualified stock options. The exercise price per share
subject to an option is determined by the Committee, however, in the case of
ISOs and Non-Qualified Options for directors, the exercise price shall not be
less than one hundred percent (100%) of the Fair Market Value of the Common
Stock on the date of the grant. ISOs may not be granted to an employee of Equity
One, who, at the time the Option is granted, owns more than ten percent (10%) of
the total combined voting power of the stock of Equity One unless (i) the
purchase price of the Common Stock pursuant to the ISO is at least one hundred
ten percent (110%) of the Fair Market Value of the Common Stock on the date of
the grant; and (ii) the ISO by its terms is not exercisable after the expiration
of five years from the date of the grant. For purposes of the Plan, the term
"fair market value" shall mean the mean of the high and low prices at which the
Common Stock is reported to have traded on the relevant date in all markets on
which trading in the Common Stock is reported or, if there is no reported sale
of the Common Stock on the relevant date. The maximum term of each option, the
times at which each option will be exercisable, and provisions requiring
forfeiture of unexercised options at or following termination of employment
generally are fixed by the Committee, except that no option may have a term
exceeding ten years. An Option that has vested pursuant to the terms of the Plan
may be exercised in whole or in part, in increments of a minimum of 100 shares,
at any time, or from time to time, during its term. To exercise an Option, the
employee exercising the Option must deliver to Equity One, at its principal
office, written notice of exercise of the Option, which states the extent to
which the Option is being exercised and which is executed by the employee; a
check in an amount, or Common Stock with a Fair Market Value, equal to the
Exercise Price of the Option times the number of shares being exercised, or a
combination of the foregoing; and a check equal to any withholding taxes Equity
One is required to pay as a result of the exercise of the Option by the
employee.

Whenever an Employee holding an Option outstanding pursuant to the Plan
(including reload options previously granted) exercises the Option and makes
payment, in whole or in part, by tendering Common Stock previously held by the
Employee, then Equity One shall grant to the Employee a reload option for the
number of shares of Common Stock that it equal to the number of shares tendered
by the Employee on payment of the Exercise

15
<PAGE>

Price of the Option being exercised. The reload option exercise price per share
shall be an amount equal to the Fair Market Value per share of Equity One's
Common Stock, determined as of the date of receipt by Equity One of the notice
by the employee to exercise the Option. The exercise period of the reload option
shall expire, and the reload option shall no longer be exercisable, on the later
to occur of (i) the expiration date of the originally surrendered Option or (ii)
one year from the date of grant of the reload option. All other terms of the
reload options granted hereunder shall be identical to the terms and conditions
of the original Option, the exercise of which gives rise to the grant of the
reload option.

AMENDMENT AND TERMINATION. The Board may, insofar as permitted by law,
from time to time, modify or amend the Plan in any respect effective at any date
the Board of Directors determines; provided, however, that without the approval
of the stockholders, the Board of Directors may not: (i) increase the maximum
number of shares of Common Stock that may be issued or exercise of Options
(whether or not vested) granted pursuant to the Plan; (ii) change the categories
of employees eligible to receive Options; (iii) extend the period during which
Options (whether or not then vested) may be exercised; (iv) change the
provisions fixing the minimum exercise price; or (v) change the provisions as to
termination of Options. No modification or amendment of the Plan shall, without
the consent of the holder of an outstanding Option (whether or not then vested),
adversely affect the holder's rights pursuant to that Option. The Plan will
terminate on December 31, 2005, unless sooner terminated by Equity One's Board
of Directors.

FEDERAL INCOME TAX CONSEQUENCES OF AWARDS OF OPTIONS. The following is
a brief description of the federal income tax consequences generally arising
with respect to Options under the Plan.

The grant of an Option gives rise to no tax consequences for the
Participant or Equity One. The exercise of an Option has different tax
consequences depending on whether the option is an ISO or a Non-Qualified
Option. On exercising an ISO, the Participant recognizes no income for regular
income tax purposes, but the Option spread is taken into account in computing
liability for the alternative minimum tax. On exercising a Non-Qualified Option,
the Participant recognizes ordinary income equal to the excess, on the date of
exercise, of the fair market value of the Common Stock acquired on exercise of
the Option and the exercise price. If, however, the Participant is an officer or
director of Equity One or any other person to whom the short-swing profit
recovery provisions of Section 16(b) of the Exchange Act applies, the
Participant generally will not recognize ordinary income, and the amount of
ordinary income will not be determined until the earlier of the expiration of
the six month period after exercise of the Option and the first day on which a
sale at a profit of the shares of Common Stock acquired on exercise of the
Option would not subject the Participant to suit under those provisions. Such a
Participant, however, may elect to recognize ordinary income on the date of
exercise of the Option.

The disposition of shares of Common Stock acquired on exercise of an
Option may have different tax consequences depending on whether the Option is an
ISO or a Non-Qualified Option. On a disposition of shares of Common Stock
acquired on exercise of an ISO before the Participant has held those shares for
at least two years from the date the Option was granted and at least one year
from the date the Option was exercised (the "ISO holding periods"), the
Participant recognizes ordinary income equal to the lesser of (i) the excess of
the fair market value of the shares on the date of exercise of the ISO over the
exercise price and (ii) the excess of the amount realized on the disposition of
those shares over the exercise price. On a disposition of shares of Common Stock
acquired on the exercise of a Non-Qualified Option or on exercise of an ISO when
the ISO holding periods have been met, the Participant will recognize capital
gain or loss equal to the difference between the sales price and the
Participant's tax basis in the shares of Common Stock. That gain or loss will be
long-term if the shares of Common Stock have been held for more than one year as
of the date of disposition. The Participant's tax basis in the shares of Common
Stock generally will be equal to the exercise price of the Option plus the
amount of any ordinary income recognized in connection with the Option.

Equity One generally will be entitled to a tax deduction equal to the
amount that the Participant recognizes as ordinary income in connection with an
Option. Equity One is not entitled to a tax deduction relating to any amount
that constitutes a capital gain for a Participant. Accordingly, Equity One will
not be entitled to any tax deduction with respect to an ISO if the Participant
holds the shares of Common Stock for the ISO holding periods prior to disposing
of the shares.

16
<PAGE>

Section 162(m) to the Code generally disallows a public company's tax
deduction for compensation in excess of $1 million paid in any taxable year to
Equity One's chief executive officer or any of its other four highest
compensated officers (a "covered employee"). Compensation that qualifies as
"performance-based compensation", however, is excluded from the $1.0 million
deductibility cap and therefore remains fully deductible by Equity One. Equity
One intends that Options granted to employees whom the Committee expects to be
covered employees at the time a deduction arises in connection with the Options
qualify as "performance-based compensation" so that deductions with respect to
Options will not be subject to the $1.0 million cap under Section 162(m) of the
Code. Future changes in Section 162(m) of the Code or the regulations thereunder
may adversely affect the ability of Equity One to ensure that Options under the
Plan will qualify as "performance based compensation" so that deductions are not
limited by Section 162(m) of the Code.

Section 280G of the Code provides special rules in the case of golden
parachute payments. Those rules could apply if, on a change in control of Equity
One, the acceleration of Options held by a Participant that is an officer,
director or highly-compensated individual with respect to Equity One, and any
other compensation paid to the Participant that is contingent on a change in
control of Equity One or a substantial portion of Equity One's assets and have a
present value of at least three times the Participant's average annual
compensation from Equity One over the prior five years (the "average
compensation"). In that event, the contingent compensation that exceeds the
Participant's average compensation, adjusted to take account of any portion
thereof shown to be reasonable compensation, is not deductible by Equity One and
is subject to a nondeductible 20% excise tax, in addition to regular income tax,
in the hands of the Participant.

The foregoing discussion, which is general in nature and is not
intended to be a complete description of the federal income tax consequences of
the Plan, is intended for the information of stockholders considering how to
vote at the Annual Meeting and not as tax guidance to Participants in the Plan.
This discussion does not address the effects of other federal taxes or taxes
imposed under state, local or foreign tax laws. Participants in the Plan should
consult a tax adviser as to the tax consequences of participation.

PRIOR GRANTS OF OPTIONS

As of the Record Date, Options to purchase an aggregate of 777,331
shares of Common Stock had been granted under the Plan to 8 employees of Equity
One. The Options granted under the Plan have exercise prices ranging from $8.25
to $12.375 and have terms of 10 years.

17
<PAGE>

The following table indicates, as of the Record Date, certain
information regarding Options which have been granted under the Plan to the
persons and groups indicated:
<TABLE>
<CAPTION>
NUMBER OF SHARES EXERCISE PRICE VALUE OF OPTIONS AT
NAME AND POSITION SUBJECT TO OPTIONS PER SHARE April 15, 1999(1)
----------------- ------------------ -------------- --------------------
<S> <C> <C> <C>

Chaim Katzman 287,994 $10.00 0

Doron Valero 293,347 $8.25 - $12.375 $27,000

All current executive officers as a
group (2 persons) 581,331 $8.25 - $12.375 27,000

All current directors who are not
executive officers as a group
(0 persons) 0 -- 0

All employees as a group, other than
executive officers (6 persons) 196,000 $10.00 - $12.375 (2)

</TABLE>
- -----------------------------

(1) The closing sale price of the Common Stock on April 15, 1999 was $8.8125
per share. Value is calculated by multiplying (i) the difference between
$8.8125 and the option exercise price by (ii) the number of shares of
Common Stock underlying the Option. Options having an exercise price in
excess of the closing sale price on April 15, 1999 have been assigned no
value.

(2) Equity One has granted Options to purchase an aggregate of 196,000 shares
of Common Stock to six (6) employees of Equity One, other than executive
officers. Of such Options, (i) Options to purchase 46,000 shares of
Common Stock have an exercise price of $10.00 per share, (ii) Options to
purchase 20,000 shares of Common Stock have an exercise price of $11.00
per share and (iii) Options to purchase 130,000 shares of Common Stock
have an exercise price of $12.375 per share. Options having an exercise
price in excess of the closing sale price on April 15, 1999 have been
assigned no value.

Equity One believes that Options granted under the Plan will be granted
primarily to those persons who possess a capacity to contribute significantly to
the successful performance of Equity One. Because persons to whom Options may be
made are to be determined from time to time by the Committee in its discretion,
it is impossible at this time to indicate the precise number, names or positions
of persons who will hereafter receive Options or the nature and terms of such
Options.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR"
APPROVAL OF EQUITY ONE'S 1995 OPTION PLAN

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<PAGE>
STOCKHOLDER PROPOSALS

Stockholder proposals intended to be presented at Equity One's 2000
Annual Meeting of Stockholders pursuant to the provisions of Rule 14a-8 of the
Securities and Exchange Commission promulgated under the Securities Exchange Act
of 1934, as amended, must be received by Equity One at its executive offices by
January 26, 2000 for inclusion in Equity One's proxy statement and form of proxy
relating to such meeting. Rule 14a-4 of the Securities and Exchange Commission's
proxy rules allows a company to use discretionary voting authority to vote on
matters coming before an annual meeting of stockholders, if the company does not
notice of the mater at least 45 days before the date corresponding to the date
on which the company first mailed its proxy materials for the prior year's
annual meeting of stockholders of the date specified by an overriding advance
notice provision in the company's bylaws. The Company's bylaws require at least
60 days, but not more than ninety days, advance notice of business to be brought
before an annual meeting of stockholders. Accordingly, for Equity One's 2000
Annual Meeting of Stockholders, a stockholder must submit such written notice to
the Corporate Secretary on or before Market 17, 2000.

By Order Of The Board of Directors

ALAN J. MARCUS
SECRETARY

North Miami Beach, Florida
May 24, 1999

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<PAGE>
APPENDIX A

EQUITY ONE, INC.

1995 STOCK OPTION PLAN

1. PURPOSE OF THE PLAN

The purpose of this Plan is to further the growth of Equity One,
Inc., a Maryland corporation (the "Company"), by offering an incentive to
directors, officers and other key employees of the Company to continue in the
employ of the Company, and to increase the interest of these employees in the
Company, through additional ownership of its common stock.

2. DEFINITIONS

Whenever used in this Plan, the following terms shall have the
meanings set forth in this Section:

(a) "Board of Directors" means the Board of Directors of the
Company.

(b) "Change of Control" means the acquisition by any person or
group (as that term is defined in the Securities Exchange Act of 1934 (the
"Exchange Act"), and the rules promulgated pursuant to that act) in a single
transaction or a series of transactions of thirty percent (30%) or more in
voting power of the outstanding stock of the Company and a change of the
composition of the Board of Directors so that, within two years after the
acquisition took place, a majority of the members of the Board of Directors of
the Company, or of any corporation with which the Company may be consolidated or
merged, are persons who were not directors or officers of the Company or one of
its Subsidiaries immediately prior to the acquisition, or to the first of a
series of transactions which resulted in the acquisition of thirty percent (30%)
or more in voting power of the outstanding stock of the Company.

(d) "Committee" means the Stock Option Committee of the Company.

(e) "Common Stock" means the common stock, par value $1.00 per
share, of the Company.

(f) "Date of Grant" means, as the case may be: (i) the date fixed
in this Plan for mandatory grants of Options; (2) the date the Committee
approves the grant of an Opinion pursuant to this Plan; or (3) such later date
as may be specified by the Committee as the date a particular Option granted
pursuant to this Plan will become effective.

(g) "Employee" means any person employed by the Company within
the meaning of Section 3401(c) of the Code and the regulations promulgated
thereunder. For purposes of any Non-Qualified Option only, any officer or
director of the Company shall be

<PAGE>

considered an Employee even if he is not an employee within the meaning of the
first sentence of this subsection.

(h) "Exercise Price" means the price per share which must be paid
upon exercise of an Option. The Exercise Price may be paid in cash, property
(including Common Stock) or a combination of both cash and property, as
determined by the Employee upon exercise of the Option and as set forth in
Section 9(c) hereof.

(i) "Fair Market Value" means: (i) if the Common Stock is traded
in a market in which actual transactions are reported, the mean of the high and
low prices at which the Common Stock is reported to have traded on the relevant
date in all markets on which trading in the Common Stock is reported or, if
there is no reported sale of the Common Stock on the relevant date, the mean of
the highest reported bid price and lowest reported asked price for the Common
Stock on the relevant date; (ii) if the Common Stock is Publicly Traded but only
in markets in which there is no reporting of actual transactions, the mean of
the highest reported bid price and the lowest reported asked price for the
Common Stock on the relevant date; or (iii) if the Common Stock is not Publicly
Traded, the value of a share of Common Stock as determined by the most recent
valuation prepared by an independent expert at the request of the Committee.

(j) "General Corporate Transaction" means any (i) reorganization
or liquidation of the Company, (ii) reclassification of the Company's capital
stock, (iii) merger of the Company with or into another corporation, or (iv) the
sale of all or substantially all the assets of the Company, which results in a
significant number of Employees being transferred to a new employer or
discharged or in the creation or severance of a parent-subsidiary relationship.

(k) "Incentive Stock Option" means any Option which, at the time
of the grant, is an incentive stock option within the meaning of Section 42 of
the Code.

(l) "Non-Qualified Option" means any Option that is not an
Incentive Stock Option pursuant to the terms of this Plan.

(m) "Option" means any option granted pursuant to this Plan,
including any Reload Options as defined herein.

(n) "Publicly Traded" means that a class of stock is required to
be registered pursuant to Section 12 of the Exchange Act, or that stock of that
class has been sold within the preceding 12 months in the underwritten public
offering, or stock that is regularly traded in a public market.

(o) "Reload Option" means an Option granted to an Employee equal
to the number of shares of already owned Common Stock delivered by the Employee
to pay for the exercise of an Option, as more fully described in Section 15
below.

(p) "Retirement" means a Termination of Employment by reason of
an Employee's retirement at a time when the Employee is at least 65 years old,
older than by reason

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<PAGE>

of a termination by resignation, discharge, death or Total Disability or the
resignation, failure to stand for re-election or dismissal from the Board of
Directors.

(q) "Special Corporate Transaction" means any (i) merger of the
Company into another corporation, (ii) any consolidation of two or more
corporations (including the Company) into another corporation, (iii) any
purchase or acquisition of property or stock by the Company, (iv) any separation
of the Company (including a spin-off or other distribution of stock or property
by the Company), (v) any reorganization of the Company (whether or not such
reorganization comes within the definition of such term in Section 368 of the
Code), or (vi) any partial or complete liquidation by the Company, if such
action by the Company results in a significant number of Employees being
transferred to a new employer or discharged or in the creation or severance of a
parent-subsidiary relationship.

(r) "Subsidiary" means any corporation that is a subsidiary with
regard to the Company as that term is defined in Section 424(f) of the Code.

(s) "Termination of Employment" means the time when the
employee-employer relationship between an Employee and the Company ceases to
exist for any reason including, but not limited to, a termination by
resignation, discharge, death, Total Disability or Retirement or the
resignation, failure to stand for re-election or dismissal from the Board of
Directors.

(t) "Total Disability" means the inability of an Employee to
perform the material duties of his or her job by reason of a medically
determinable physical or mental impairment that can be expected to result in
death or that has lasted or can be expected to last for a continuous period of
not less than 12 months. All determinations as to the date and extent of
disability of an Employee will be made in accordance with the written policy
pertaining to Employee disability, if any, of the Company by which the Employee
is employed. In the absence of a written policy pertaining to Employee
disability, all determinations as to the date and extent of disability of an
Employee will be made by the Committee in its sole and absolute discretion. In
making its determination, the Committee may consider the opinion of the personal
physician of the Employee or the opinion of an independent licensed physician of
the Company's choosing.

3. EFFECTIVE DATE OF THE PLAN

The "Effective Date" of this Plan is January 1, 1996. This Plan
shall become effective on the Effective Date, subject to approval of the Plan
not later than 12 months from the Effective Date, by the affirmative vote or
consent of the holders of a majority of the shares of voting stock of the
Company outstanding at the time of the approval.

4. ADMINISTRATION OF THE PLAN

The Committee shall be responsible for the administration of the
Plan, and shall grant Options pursuant to this Plan. Subject to the express
provisions of this Plan, the Committee shall have full authority to interpret
this Plan, to prescribe, amend and rescind rules and regulations relating to it,
and to make all other determinations which it believes to be necessary

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<PAGE>

or advisable in administering this Plan. The determinations of the Committee on
the matters referred to in this Section shall be conclusive. The Committee may
not amend this Plan. No member of the Committee shall be liable for any act or
omission in connection with the administration of this Plan unless it resulted
from the member's willful misconduct.

5. THE COMMITTEE

The Committee shall consist of not fewer than two members of the
Board of Directors, none of whom may be executive officers of the Company. The
Committee shall hold its meeting at such times and places as it may determine
and shall maintain written minutes of its meetings. A majority of the members of
the Committee shall constitute a quorum at any meeting of the Committee. All
determinations of the Committee shall be made by the unanimous vote or consent
of the members of the Committee. The members of the Committee may participate in
a meeting of the Committee in person or by conference telephone or similar
communications equipment by means of which all members can hear each other. Any
decision or determination by written consent of all of the members of the
Committee shall be as effective as if it had been made by a vote of the members
who participating in a meeting.

6. STOCK SUBJECT TO THE PLAN

The maximum number of shares of Common Stock as to which Options
may be granted pursuant to this Plan is 500,000 shares. The maximum number of
shares of such Common Stock shall be reduced each year by the required or
discretionary grant of Options as provided herein (including Reload Options as
described in Section 15 below). If any Option expires or is canceled without
being exercised in full, the number of shares as to which the Option is not
exercised will once again become shares as to which new Options may be granted.
The Common Stock that is issued on exercise of Options may be authorized but
unissued shares or shares that have been issued and reacquired by the Company.

7. PERSONS ELIGIBLE TO RECEIVE OPTIONS

Options may be granted only to Employees, as defined in Section
2(h) above.

8. GRANTS OF OPTIONS

(a) IN GENERAL. Except as otherwise provided herein (including
but not limited to subsection (b) of this Section 8 and Section 15 hereof,
pertaining to Reload Options), the Committee shall have complete discretion to
determine when and to which Employees Options are to be granted, the number of
shares of Common Stock as to which Options granted to each Employee will relate,
whether Options granted to an Employee will be Incentive Stock Options or
Non-Qualified Options or partly Incentive Stock Options and partly Non-Qualified
Options and, subject to the limitations in Sections 9 and 10 below, the Exercise
Price and the term of Options granted to an Employee. Any Options that are not
designated as Incentive Stock Options when they are granted shall be
Non-Qualified Options. No grant of an Incentive Stock Option may be conditioned
upon a Non-Qualified Option's having yet been exercised in whole or in part, and
no grant of a Non-Qualified Option may be conditioned upon an Incentive Stock

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<PAGE>

Option's having not been exercised in whole or in part. Notwithstanding the
foregoing, from the date that the Company registers a class of equity securities
under Section 12(g) of the Exchange Act, directors who are members of the
Committee shall not receive options pursuant to the Plan other than pursuant to
subsection (b) below, so long as they are serving on the Committee, and may not
have received options pursuant to the Plan other than pursuant to subsection (b)
below, or pursuant to any other plan of the Company, during the period which is
the shorter of (i) the 12 month period immediately prior to their becoming a
member of the Committee, or (ii) the period that the Company has been subject to
Section 12(g).

(b) MANDATORY GRANT OF NON-EMPLOYEE DIRECTOR OPTIONS. Each
calendar year during the term of this Plan, commencing on the date of the next
annual meeting of shareholders of the Company, and continuing on each subsequent
annual meeting, there shall be granted to each director of the Company who is
not otherwise an Employee (as defined in the first sentence of Section 2(h)
hereof) as compensation for serving during the next calendar year as a director
Options to acquire that number of shares of Common Stock set forth in the
schedule immediately below. Notwithstanding any vesting provisions provided
elsewhere in this Plan or in the Stock Option Agreement, Options granted to
directors hereunder shall vest one year from the Date of Grant, and shall be
granted for a term of ten years. Options granted to directors hereunder shall be
Non-Qualified Options. The schedule for grant of the Options described herein
are as follows:

AMOUNT OF SHARES
SUBJECT TO OPTION
FOR ACTING
DATE OF GRANT AS A DIRECTOR
- ------------- -------------

Date of the next annual meeting of _______ Shares
shareholders and each subsequent annual
meeting of shareholders during the term of
this Plan

9. OPTION PROVISIONS

(a) EXERCISE PRICE. The Exercise Price of each Option shall be as
determined by the Committee; provided, however, that in the case of Incentive
Stock Options, the Exercise Price shall not be less than one hundred percent
(100%) of the Fair Market Value of the Common Stock on the Date of Grant of the
Option; and, provided further, however, that notwithstanding the foregoing, the
Exercise Price of Non-Qualified Options for directors granted pursuant to
Section 8(b) above shall be one hundred percent (100%) of the Fair Market Value
or the Common Stock on the Date of Grant of the Option. The Exercise Plan of any
Reload Options shall be as determined pursuant to Section 15 of this Plan.

(b) TERM. The term of each Option shall be as determined by the
Committee, but in no event shall the term of an Option (whether or not an
Incentive Stock Option) be longer than ten years from the Date of Grant;
provided, however, that the term of any Reload Options shall be determined as
provided in Section 15 of this Plan.

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<PAGE>

(c) MANNER OF EXERCISE. An Option that has vested pursuant to the
terms of this Plan may be exercised in whole or in part, in increments of a
minimum of 100 shares, at any time, or from time to time, during its term. To
exercise an Option, the Employee exercising the Option must deliver to the
Company, at its principal office:

(i) a written notice of exercise of the Option,
which states the extent to which the Option is being exercised and which is
executed by the Employee;

(ii) a check in an amount, or Common Stock with a
Fair Market Value, equal to the Exercise Price of the Option times the number
of shares being exercised, or a combination of the foregoing; and

(iii) a check equal to any withholding taxes the
Company is required to pay as a result of the exercise of the Option by the
Employee.

The day on which the Company receives all of the
items specified in this subsection shall be the date on which the Option is
exercised to the extent described in the notice of exercise.

(d) DELIVERY OF STOCK CERTIFICATES. As promptly as practicable
after an Option is exercised, the Company shall cause the transfer agent to
deliver to the Employee who exercises the Option certificates, registered in
that person's name, representing the number of shares of Common Stock that were
purchased by the exercise of the Option. Unless the Common Stock was issued in a
transaction that was registered pursuant to the Securities Act of 1933, as
amended (the "Securities Act"), each certificate may bear a legend to indicate
that, if the Common Stock represented by the certificate was issued in a
transaction that was not registered pursuant to the Securities Act, the Common
Stock may only be sold or transferred in a transaction that is registered
pursuant to the Securities Act or is exempt from the registration requirements
of the Securities Act.

(e) VESTING OF OPTIONS. Except as otherwise provided in this
Plan, the Options granted hereunder to Employees shall be subject to such
conditions as to vesting as shall be determined by the Committee, in its sole
and absolute discretion, at the Date of Grant of the Option, and the terms of
such vesting shall be clearly set forth in the instrument granting the Option;
provided, however, that upon a Change of Control, any Options that have not yet
vested in accordance with the terms of this Plan and the Stock Option Agreement
shall vest upon such Change of Control. An Option shall "vest" at such time as
it becomes exercisable in accordance with this Plan and the Stock Option
Agreement. Upon exercise of an Option and the delivery of the stock certificates
as provided herein, the Common Stock acquired upon exercise of the Option shall
not be subject to forfeiture by the Employee for any reason whatsoever.
Notwithstanding any of the foregoing, an officer, director or person who
beneficially owns ten percent (10%) or more of the Common Stock (including
Options to acquire Common Stock) shall not sell or otherwise dispose of Common
Stock acquired upon exercise of an Option granted hereunder until at least six
months shall elapse from the latter of (i) the Effective Date of the Plan, or
(ii) the Date of Grant of the Option to the date of sale or other disposition of
the Common Stock acquired upon exercise of the Option.

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<PAGE>

(f) NONTRANSFERABILITY OF OPTIONS. During the lifetime of a
person to whom an Option is granted pursuant to this Plan, the Option may be
exercised only by that person or by his or her guardian or legal representative.
An Option may not be assigned, transferred, sold, pledged or hypothecated in any
way: shall not be subject to levy or execution or disposition under the
Bankruptcy Code of 1978, as amended, or any other state or federal law granting
relief to creditors, whether now or hereafter in effect; and shall not be
transferable otherwise than by will or the laws of descent and distribution. The
Company will not recognize any attempt to assign, transfer, sell, pledge,
hypothecate or otherwise dispose of an Option contrary to the provisions of this
Plan, or to levy any attachment, execution or similar process upon any Option
and, except as expressly stated in this Plan, the Company shall not be required
to, and shall not, issue Common Stock on the exercise of an Option to anyone who
claims to have acquired that Option from the person to whom it was granted in
violation of this subsection.

(g) RETIREMENT OF HOLDER OF OPTION. If there is a Termination of
Employment of an Employee to whom an Option has been granted due to Retirement,
each Incentive Stock Option held by the retired Employee, whether or not then
vested, may be exercised until the earlier of: (x) the end of the three month
period immediately following the date of such Termination of Employment; or (y)
the expiration of the term specified in the Option. In the case of a
Non-Qualified Option, there shall be substituted the words, "the end of the 12
month period" for the words "the end of the three month period" in the
immediately preceding sentence.

(h) TOTAL DISABILITY OF HOLDER OF OPTION. If there is a
Termination of Employment of an Employee to whom an Option has been granted by
reason of his or her Total Disability, each Option held by the Employee, whether
or not then vested, may be exercised until the earlier of: (x) the end of the 12
month period immediately following the date of such Termination of Employment;
or (y) the expiration of the term specified in the Option.

(i) DEATH OF HOLDER OF OPTION. If there is a Termination of
Employment of an Employee to whom an Option has been granted by reason of (i)
his or her death, or (ii) the death of a former Employee within three months
following the date of his or her Retirement (or, in the case of a Non-Qualified
Option, within 12 months following the date of his or her Retirement), or (iii)
the death of a former Employee within 12 months following the date of his or her
Termination of Employment by reason of Total Disability, then each Option held
by the person at the time of his or her death, whether or not then vested, may
be exercised by the person or persons to whom the Option shall pass by will or
by the laws of descent and distribution (but by no other persons) until the
earlier of: (x) the end of the 12 month period immediately following the date of
death (or such longer period as is permitted by the Committee); and (y) the
expiration of the term specified in the Option, provided, however, that in no
event is the term of the Option to be deemed to expire prior to the end of three
months from the date of death of the Employee.

(j) TERMINATION OF EMPLOYMENT OTHER THAN FOR RETIREMENT, DEATH OR
Disability. If there is a Termination of Employment of an Employee to whom an
Option has been granted pursuant to this Plan for any reason other than the
Retirement, death or Total Disability of the Employee, then all Options held by
such Employee which are then vested may

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<PAGE>

be exercised until the earlier of: (x) the three month period immediately
following the date of such Termination of Employment; or (y) the expiration of
the term specified in the Option.

(k) STOCK OPTION AGREEMENT. As promptly as practicable after an
Employee is granted an Option pursuant to this Plan, the Committee shall send
the Employee a document setting forth the terms and conditions of the grant. The
form of grant document shall be substantially as set forth in Exhibit "A"
attached hereto. Each Option granted pursuant to this Plan must be clearly
identified as to whether it is or is not an Incentive Stock Option and shall set
forth all other terms and conditions relating to the exercise thereof. In the
case of an Incentive Stock Option, the document shall include all terms and
provisions that the Committee determines to be necessary or desirable in order
to qualify the Option as an Incentive Stock Option within the meaning of Section
422 of the Code. If an Employee is granted an Incentive Stock Option and a
Non-Qualified Option at the same time, the Committee shall send the Employee a
separate document relating to each of the Incentive Stock Option and the
Non-Qualified Option.

10. SPECIAL PROVISIONS RELATING TO INCENTIVE STOCK OPTIONS

No Incentive Stock Option may be granted pursuant to this Plan
after ten years from the first to occur of: (i) the date this Plan is adopted by
the Board of Directors; or (ii) the date of this Plan is approved by the
shareholders of the Company. No Incentive Stock Option may be exercised after
the expiration of ten years from the Date of Grant or such shorter period as is
provided herein. Notwithstanding Sections 8(b) and 15 hereof, Incentive Stock
Options may not be granted to an Employee who, at the time the Option is
granted, owns more than ten percent (10%) of the total combined voting power of
the stock of the Company, unless: (i) the purchase price of the Common Stock
pursuant to the Incentive Stock Option is at least one hundred ten percent
(110%) of the Fair Market Value of the Common Stock on the Date of Grant; and
(ii) the Incentive Stock Option by its terms is not exercisable after the
expiration of five years from the Date of Grant. The Committee is authorized,
pursuant to the last sentence of Section 422(b) of the Code, to provide at the
time an Option is granted, pursuant to the terms of such Option, that such
Option shall not be treated as an Incentive Stock Option even though it would
otherwise qualify as an Incentive Stock Option. The terms of any Incentive Stock
Option granted hereunder shall, in the hands of any individual grantee thereof,
be subject to the dollar limitations set forth in Section 422(d) of the Code
(pertaining to the $100,000 per year limitation).

11. RECAPITALIZATION

(a) IN GENERAL. If the Company increases the number of
outstanding shares of Common Stock through a stock dividend or a stock split, or
reduces the number of outstanding shares of Common Stock through a combination
of shares or similar recapitalization then, immediately after the record date
for the change: (i) the number of shares of Common Stock issuable on the
exercise of each outstanding Option granted pursuant to this Plan (whether or
not then vested) shall be increased in the case of a stock dividend or a stock
split, or decreased in the case of a combination or similar recapitalization
that reduces the number of outstanding shares, by a percentage equal to the
percentage change in the number of outstanding shares of Common

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<PAGE>

Stock as a result of the stock dividend, stock split, combination or similar
recapitalization; (ii) the Exercise Price of each outstanding Option granted
pursuant to this Plan (whether or not then vested) shall be adjusted so that the
total amount to be paid upon exercise of the Option in full will not change; and
(iii) the number of shares of Common Stock that may be issued on exercise of
Options granted pursuant to this Plan (whether or not then vested) and that are
outstanding or remain available for grant shall be increased or decreased by a
percentage equal to the percentage change in the number of outstanding shares of
Common Stock. Any fractional shares will be rounded up to whole shares.

(b) GENERAL CORPORATE TRANSACTIONS. If, as a result of a General
Corporate Transaction while an Option granted pursuant to this Plan is
outstanding (whether or not then vested), and the holders of the Common Stock
become entitled to receive, with respect to their Common Stock, securities or
assets other than, or in addition to, their Common Stock, then upon exercise of
that Option the holder shall receive what the holder would have received if the
holder had exercised the Option immediately before the first General Corporate
Transaction that occurred while the Option was outstanding and as if the Company
had not disposed of anything the holder would have received as a result of that
and all subsequent General Corporate Transactions. The Company shall not agree
to any General Corporate Transaction unless the other party to the General
Corporate Transaction agrees to make available, on exercise of the Options
granted pursuant to this Plan that are outstanding at the time of the General
Corporate Transaction, the securities or other assets the holders of those
Options are entitled pursuant to this subsection to receive.

(c) SPECIAL CORPORATE TRANSACTIONS. If a Special Corporate
Transaction occurs while an Option granted pursuant to this Plan is outstanding
(whether or not then vested) and the Fair Market Value of the Common Stock after
giving effect to the Special Corporate Transaction is less than the Exercise
Price of any outstanding Option, then the Exercise Price of such Option shall be
reduced to such Fair Market Value.

(d) OTHER ADJUSTMENTS. The Committee shall also make or provide
for such adjustments in the maximum number of Common Stock specified in Section
6 of this Plan as the Committee may in good faith determine to be appropriate in
order to reflect any transaction or event described in this Section. 11

12. RIGHTS OF OPTION HOLDER

(a) SHAREHOLDER. The holder of an Option (whether or not then
vested) shall not have any rights as a shareholder by reason of holding that
Option. Upon exercise of an Option granted pursuant to this Plan, the holder
shall be deemed to acquire the rights of a shareholder when, but not before, the
issuance of Common Stock as a result of the exercise is recorded in the stock
transfer records of the Company.

(b) EMPLOYMENT. Nothing in this Plan or in the grant of an Option
shall confer upon any Employee the right to continue in the employ of the
Company or shall interfere with or restrict in any way the rights of the Company
to discharge any Employee at any time for any reason whatsoever, with or without
cause.

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<PAGE>

13. LAWS AND REGULATIONS

(a) IN GENERAL. The obligation of the Company to sell and deliver
shares of Common Stock on vesting and exercise of Options granted pursuant to
this Plan shall be subject to the condition that counsel for the Company be
satisfied that the sale and delivery thereof will not violate the Securities Act
or any other applicable laws, rules or regulations. In addition, the Company
may, as a condition to such sale and delivery, require the Employee to represent
and warrant at the time of any such exercise that the shares are being purchased
only for investment and without any present intention to sell or distribute such
shares if, in the opinion of counsel for the Company, such a representation is
required pursuant to such securities laws.

(b) Rule 16b-3. This Plan is intended to meet the requirements of
Rule 16b-3 in order to provide directors and executive officers with certain
exemptions from the application of Section 16(b) of the Exchange Act.

14. WITHHOLDING OF TAXES

(a) IN GENERAL. In addition to the requirement set forth in
Section 9(c) above that, in order to exercise an Option granted pursuant to this
Plan, a person must make a payment to the Company or authorize withholding in
order to enable the Company to pay any withholding taxes due as a result of the
exercise of that Option, if an Employee who exercised an Incentive Stock Option
disposes of shares of Common Stock acquired through exercise of that Incentive
Stock Option either (x) within two years after the Date of Grant of the
Incentive Stock Option or (y) within one year after the issuance of the shares
on exercise of the Incentive Stock Option then, promptly thereafter, the
Employee shall notify the Company of the occurrence of the event and the amount
realized upon the disposition of such Common Stock by the Employee, and pay any
federal, state or other taxes due as a result thereof.

(b) Withholding of Taxes. If, whether because of a disposition of
Common Stock acquired on exercise of an Incentive Stock Option, the exercise of
a Non-Qualified Option or otherwise, the Company becomes required to pay
withholding taxes to any federal, state or other taxing authority and the
Employee fails to provide the Company with the funds with which to pay that
withholding tax, then the Company may withhold, subject to applicable state law,
up to 50% of each payment of salary or bonus to the Employee (which will be in
addition to any other required or permitted withholding), until the Company has
been reimbursed for the entire withholding tax it was required to pay.

15. RELOAD OPTIONS

(a) GRANT. Whenever an Employee holding any Option outstanding
pursuant to this Plan (including Reload Options previously granted pursuant to
this Section 15) exercises the Option and makes payment of the Exercise Price
pursuant to Section 9(c)(ii) hereof, in whole or in part, by tendering Common
Stock previously held by the Employee, then the Company shall grant to the
Employee a Reload Option for the number of shares of Common Stock that is equal
to the number of shares tendered by the Employee on payment of the Exercise
Price of the Option being exercised.

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<PAGE>

(b) RELOAD OPTION EXERCISE PRICE. Subject to Section 10 hereof,
the Reload Option Exercise Price per share shall be an amount equal to the Fair
Market Value per share of the Company's Common Stock, determined as of the date
of receipt by the Company of the notice by the Employee to exercise the Option.

(c) TERM OF RELOAD OPTION. Subject to Section 10 hereof, the
exercise period of the Reload Option shall expire, and the Reload Option shall
no longer be exercisable, on the later to occur of (i) the expiration date of
the originally surrendered Option or (ii) one year from the date of grant of the
Reload Option.

(d) RESTRICTION ON EXERCISE. Any Reload Option granted pursuant
to this Section 15 shall vest immediately upon grant pursuant to Subsection (a)
above.

(e) OTHER TERMS OF RELOAD OPTIONS. All other terms of the Reload
Options granted hereunder shall be identical to the terms and conditions of the
original Option, the exercise of which gives rise to the grant of the Reload
Option.

16. RESERVATION OF SHARES

The Company shall at all times keep reserved for issuance on
exercise of Options granted pursuant to this Plan a number of authorized but
unissued or reacquired shares of Common Stock equal to the maximum number of
shares the Company may be required to issue on exercise of outstanding Options
(whether or not then vested) granted pursuant to this Plan.

17. AMENDMENT OF THE PLAN

The Board of Directors may, at any time and from time to time,
modify or amend this Plan in any respect effective at any date the Board of
Directors determines; provided, however, that, without the approval of the
shareholders of the Company the Board of Directors may not: (i) increase the
maximum number of shares of Common Stock that may be issued on exercise of
Options (whether or not then vested) granted pursuant to this Plan; (ii) change
the categories of Employees eligible to receive Options; (iii) extend the period
during which Options (whether or not then vested) may be exercised; (iv) change
the provisions fixing the minimum Exercise Price; or (v) change the provisions
as to termination of Options. No modification or amendment of this Plan shall,
without the consent of the holder of an outstanding Option (whether not then
vested), adversely affect the holder's rights pursuant to that Option.

18. TERMINATION OF THE PLAN

The Board of Directors may suspend or terminate this Plan at any
time or from time to time, but no such action shall adversely affect the rights
of a person holding an outstanding Option, whether or not then vested, granted
pursuant to this Plan prior to that date.

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<PAGE>

EQUITY ONE, INC.
1600 N.E. MIAMI GARDENS DRIVE, SUITE 200
NORTH MIAMI BEACH, FLORIDA 33179

THIS PROXY IS SOLICITED ON BEHALF OF EQUITY ONE'S BOARD OF DIRECTORS

COMMON STOCK

The undersigned hereby appoints Chaim Katzman and Doron Valero, and
each of them, as proxies for the undersigned, each with full power of
substitution, for and in the name of the undersigned to act for the undersigned
and to vote, as designated below, all of the shares of Common Stock, $.01 par
value per share, of Equity One, Inc., a Maryland corporation (the "Company"),
that the undersigned is entitled to vote at the 1999 Annual Meeting of
Stockholders of Equity One, to be held on Wednesday, June 30, 1999, at 10:30
a.m., local time, at the Courtyard Marriott Hotel, 2825 N.E. 191st Street,
Aventura, Florida 33180, and at any adjournment(s) or postponement(s) thereof.

PROPOSAL 1. Election of Shaiy Pilpel as a Class I director of the Company.

[ ] VOTE FOR the nominee listed above.

[ ] VOTE WITHHELD from the nominee.

PROPOSAL 2. To approve and ratify the 1995 Employee Stock Option Plan.

[ ] FOR

[ ] AGAINST

[ ] ABSTAIN

In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the Annual Meeting, and any adjournments or
postponements thereof.

(SEE REVERSE SIDE)

<PAGE>

(CONTINUED FROM OTHER SIDE)

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED "FOR" THE ELECTION OF THE DIRECTOR NOMINEE LISTED IN
PROPOSAL (1) ABOVE AND "FOR" PROPOSAL (2) ABOVE.

The undersigned hereby acknowledges receipt of (i) the Notice of Annual
Meeting, (ii) the Proxy Statement and (iii) the Company's 1998 Annual Report.

Dated: May 24, 1999

________________________________________
(Signature)

________________________________________
(Signature if held jointly)

IMPORTANT: Please sign exactly as your
name appears hereon and mail it promptly
even though you may plan to attend the
meeting. When shares are held by joint
tenants, both should sign. When signing
as attorney, executor, administrator,
trustee or guardian, please give full
title as such. If a corporation, please
sign in full corporate name by president
or other authorized officer. If a
partnership, please sign in partnership
name by authorized person.

PLEASE MARK, SIGN AND DATE THIS PROXY
CARD AND PROMPTLY RETURN IT IN THE
ENVELOPE PROVIDED. NO POSTAGE NECESSARY
IF MAILED IN THE UNITED STATES.