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<FILENAME>ex10-2.txt

<DESCRIPTION>EXHIBIT 10.2

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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 Mark Greenblatt (hereinafter called "Greenblatt" or "Employee")



         WHEREAS, Greenblatt has rendered distinguished and dedicated service to

the Company for many years, currently serves as a Vice President and Treasurer

and his services have continuing value to the Company; and



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

Greenblatt as a Vice President and Treasurer by means of an Employment Agreement

and Greenblatt 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 Greenblatt and Greenblatt

accepts employment as a Vice President and Treasurer of the Company.



                  (B) Greenblatt shall devote his best efforts and substantially

all of his business time to advance the interests











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of the Company, subject to the control of the Board of Directors, and subject to

and bound by all personnel and corporate policies 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 a Vice President and Treasurer of the Company.



         2. Term of Employment:



                  (A) Greenblatt'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

Greenblatt'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 Greenblatt's employment.



                  (B) Greenblatt 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 Greenblatt for his











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services, and Greenblatt agrees to accept as compensation for his services,

during the period of his employment hereunder or any renewal thereof, the sum of

not less than One Hundred Sixty-Five Thousand ($165,000.00) Dollars per annum,

payable in equal monthly or other installments in accordance with the general

practice of the Company with respect to Senior Executives. Greenblatt 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.

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