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<FILENAME>ex10-1.txt

<DESCRIPTION>EXHIBIT 10.1

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                              EMPLOYMENT AGREEMENT





     AGREEMENT made as of the 1st day of August, 2005, between J.W. Mays, Inc.,

a New York corporation with offices and principal place of business located at 9

Bond Street, Brooklyn, New York 11201 (hereinafter called the "Company"), and

Lloyd J. Shulman (hereinafter called "Shulman" or "Employee")



     WHEREAS, Shulman has rendered distinguished and dedicated service to the

Company for many years, currently serves as its President and his services have

continuing value to the Company; and



     WHEREAS, the Company desires to assure continuity of the services of

Shulman as President by means of an Employment Agreement and Shulman is willing

to enter into such Agreement upon the terms and conditions hereinafter set

forth; and



     WHEREAS, the protection of the Company's Confidential Information (as

defined hereinafter) is vital to the continued successful operation of the

Company's business.



     NOW, THEREFORE, in consideration of the mutual covenants herein contained,

it is agreed as follows:



     1.   Nature of Services and Duties:



          (A) The Company hereby employs Shulman and Shulman accepts employment

as the President of the Company.



          (B) Shulman shall devote his best efforts and substantially all of his

business time to advance the interests of the Company, subject to the control of

the Board of Directors, and subject to and bound by all personnel and corporate

policies











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and procedures applicable to employees of the Company. At all times he shall be

furnished office accommodations adequate for the performance of his duties and

compatible with his position as President of the Company.



     2.   Term of Employment:



          (A) Shulman's employment hereunder shall commence as of August 1, 2005

and shall end at the close of business on July 31, 2008, subject to earlier

termination as provided in this Agreement in the event of Shulman's retirement

or permanent disability (the "Term of Employment"). Leave of absence for any

period of time authorized by the Board of Directors of the Company shall not be

deemed an interruption, cessation or termination of the terms of Shulman's

employment.



          (B) Shulman may, at his option, elect to retire at any time upon at

least ninety (90) days prior written notice to the Company.



          (C) Nothing in this Agreement shall prevent the Company from

terminating the employment at any time for cause. The following events shall

constitute cause: (i) fraud, criminal conduct, misappropriation, embezzlement or

the like; or (ii) willful misconduct of the Employee in connection with the

performance of his duties under this Agreement; or (iii) violation of any

material provision of this Agreement.



     3.   Compensation:



          (A) The Company agrees to compensate Shulman for his services, and

Shulman agrees to accept as compensation for his services, during the period of

his employment hereunder or any





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renewal thereof, the sum of not less than Two Hundred Twenty Thousand

($220,000.00) Dollars per annum, payable in equal monthly or other installments

in accordance with the general practice of the Company with respect to Senior

Executives. Shulman shall be entitled to such increases and additional payments

as may be determined from time to time by the Board of Directors in its

discretion.



          (B) To the extent to which he may qualify, he shall, in addition, be

entitled to participate in all plans now or hereafter adopted for Executives or

employees, including, but not limited to, pension, group insurance or medical

plans, and in any other employee benefit plans, whether similar to or different

from any of the foregoing categories, offered or made available by the Company.



          (C) The Company shall reimburse Shulman upon submission of vouchers by

him, for all out-of-pocket expenses for entertainment, travel, meals, hotel

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