EXHIBIT 10.1


                                EQUITY ONE, INC.
                                ----------------
                               SECOND AMENDMENT TO
                             STOCKHOLDERS AGREEMENT


This Second  Amendment to Stockholders  Agreement  (this "Second  Amendment") is
entered  into on October 28,  2002,  by and among  Equity One,  Inc., a Maryland
corporation (the  "Corporation"),  Alony Hetz Properties & Investments  Ltd., an
Israeli  corporation  or a wholly  owned  entity (the  "Investor"),  Gazit-Globe
(1982) Ltd., an Israeli  corporation  ("Globe"),  M.G.N.  (USA),  Inc., a Nevada
corporation ("MGN"), and GAZIT (1995), Inc., a Nevada corporation ("Gazit")

          WHEREAS, the parties hereto have entered into a Stockholders Agreement
dated October 4, 2000 (the "Original  Agreement"),  and into First  Amendment to
the Stockholder  Agreement dated December 19, 2001 (the "First  Amendment") (the
Original  Agreement as amended by the First Amendment will be referred to herein
as the  "Stockholders  Agreement") (all terms not otherwise defined herein shall
have the meanings ascribed thereto in the Stockholders Agreement);

          WHEREAS,  pursuant  to the terms of the  Stockholders  Agreement,  the
Investor and  Gazit-Globe  Group agreed to certain rights relating to the Common
Stock purchased by the Investor; and

          WHEREAS,  the Investor and  Gazit-Globe  Group desire to amend certain
provisions of the Stockholders Agreement as more fully set forth herein;

          NOW THEREFORE,  in  consideration of the mutual covenants and promises
contained herein and for other good and valuable consideration,  the receipt and
sufficiency  of  which is  hereby  acknowledged,  the  parties  hereto  agree as
follows:

          1. Amendment to the Stockholders Agreement. The Stockholders Agreement
is hereby amended as follows:

1.1          Section 4 to the Stockholders  Agreement is hereby amended by
deleting  the first  (preamble)  paragraph  of the Section in its  entirety
and inserting in lieu thereof the following:

          "For any period during which -

          (i) the Investor owns beneficially  and/or of record 3% or more of the
          Corporation's   total   outstanding   voting  capital   stock,   on  a
          fully-diluted basis; and

          (ii)  Gazit-Globe  Group,  any of its members'  subsidiaries,  and the
          Investor,   hold,  in  the  aggregate,  a  majority  interest  in  the
          Corporation;

          - the  Investor  may not,  without  the prior  written  consent of the
          Corporation's Board of Directors:".


1.2          Section 19 to the  Stockholders  Agreement is hereby  amended by:
(a) replacing  the number "5%" at the second line with the number "3%";  and
(b) adding the words "directly,  and/or  indirectly  through any of its members'
subsidiaries," after the words "Gazit-Globe Group owns" at the fourth line.

          2. References.  All references in the Stockholders  Agreement to "this
Agreement"  shall  hereafter  refer to the  Stockholders  Agreement  as  amended
hereby.

          3. Counterparts.  This Second Amendment may be executed in one or more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

          4. Full Force and Effect.  The Stockholders  Agreement,  as amended by
this Second  Amendment,  shall  continue  in full force and effect,  and nothing
herein  contained  shall be  construed as a waiver or  modification  of existing
rights and obligations under the Stockholders  Agreement,  except as such rights
or obligations are expressly modified hereby.

          5.  Governing  Law.  This  Second  Amendment  will be  governed by and
construed in accordance with the laws of the State of Florida.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]



IN WITHNESS  WHEREOF,  the parties hereto have cased this Second Amendment to be
executed  on  their  behalf,  by  their  respective  officers,   thereunto  duly
authorized, on the date first written above.

                                  EQUITY ONE, INC.

                                  By: /s/ Chaim Katzman
                                      --------------------------------------
                                  Name: Chaim Katzman
                                  Title: Chief Executive Officer

                                  ALONY HETZ  PROPERTIES &  INVESTMENTS LTD.

                                  By: /s/ Nathan Hetz
                                      --------------------------------------
                                  Name: Nathan Hetz
                                  Title: C.E.O.

                                  GAZIT-GLOBE (1982) LTD.

                                  By: /s/ Dori Segal  Gil Kotler
                                      ---------------------------------------
                                  Name: Dori Segal   Gil Kotler
                                  Title:  C.E.O.       C.F.O.

                                  M.G.N. (USA), INC.

                                  By: /s/ Dori Segal
                                      ---------------------------------------
                                  Name: Dori Segal
                                  Title: Vice President

                                  GAZIT (1995), INC.

                                  By: /s/ Dori Segal
                                      ---------------------------------------
                                  Name: Dori Segal
                                  Title: Vice President