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<FILENAME>ex10-4.txt

<DESCRIPTION>EXHIBIT 10.4

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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 George Silva (hereinafter called "Silva" or "Employee")



         WHEREAS, Silva has rendered distinguished and dedicated service to the

Company for many years, currently serves as a Vice President and his services

have continuing value to the Company; and



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

Silva as a Vice President by means of an Employment Agreement and Silva 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 Silva and Silva accepts

employment as a Vice President of the Company.



                  (B) Silva 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 a Vice President of the Company.



         2. Term of Employment:



                  (A) Silva'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 Silva'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 Silva's

employment.



                  (B) Silva 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 Silva for his services,

and Silva 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 One Hundred Seventeen Thousand Four

Hundred Ninety-Nine ($117,499.00) Dollars per annum, payable in equal monthly or

other installments in accordance with the general practice of the Company with

respect to Senior Executives. Silva 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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