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<FILENAME>bryanempagmt.txt

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                              EMPLOYMENT AGREEMENT



     This is an  Employment  Agreement  dated as of May 1, 2006,  between  Bryan

Healey,  an individual  residing at 720 Cox Road,  Moorestown,  New Jersey 08057

(the "Employee"),  and Kent Financial  Services,  Inc., a Delaware  Corporation,

with principal offices at P.O. Box 74, 376 Main Street,  Bedminster,  New Jersey

07921 (the "Company").



                                    RECITALS



     The Company  desires that the Company employs the Employee and the Employee

desires to be employed by the Company,  on the terms and conditions set forth in

this Agreement.



NOW, THEREFORE, the parties agree as follows:



     1.0 Employment.  The Company offers,  and the Employee accepts,  employment

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under  the terms  and  conditions  stated  in this  Agreement,  which  terms and

conditions shall supersede any other prior oral or written employment agreements

between the Company (and any predecessors) and the Employee.  The Employee shall

assume such  responsibilities  and perform such duties as the Company shall from

time to time assign to the Employee.  The Employee's initial title shall be Vice

President and Chief Financial Officer. The Employee shall report to the Chairman

of the Board and to the President of the Company. The Employee shall perform his

duties  to  the  best  of  his  ability,  experience,  and  talents,  all to the

reasonable  satisfaction  of the  Company,  and  shall use his best  efforts  to

promote the interests of the Company.  During the term (as defined in Section 2)

of this  Agreement,  the  Employee  shall not engage in any capacity or activity

which is contrary to the welfare,  interest or benefit of the business conducted

by the Company.  The Employee shall devote all of his business time, ability and

attention to the business of the Company, unless otherwise authorized in writing

by the Board of  Directors of the  Company.  The  Employee  shall engage in such

travel on behalf of the Company as may reasonably be required in connection with

the performance of his duties hereunder.



     2.0 Term of  Agreement.  The term of the  employment  under the  Employment

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

Agreement  (the  "Term")  shall  be two  years,  commencing  May 15,  2006  (the

"Effective  Date") and shall extend until May 15, 2008, unless sooner terminated

pursuant to Section 5 hereof,  or unless otherwise  modified pursuant to Section

2.1.



     2.1 Unless the Company  gives thirty (30) days written  notice prior to May

15, 2007, the two year term of this employment  agreement shall be automatically

extended  for one day for each day  elapsed  after  May 15,  2007,  it being the

intention  of the  parties to convert the Term of this  agreement  to a contract

with a two year "evergreen" term, commencing on May 15, 2007.



     3.0 Compensation.

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



     3.1 Amount.  In connection with his employment,  the Employee shall be paid

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an annual gross salary of one hundred and forty thousand dollars ($140,000) (the

"Base  Salary")  during the Term and  thereafter as mutually  agreed upon by the

Company and the Employee.



     The Employee shall be paid in the same periodic installments  customary for

other  employees  of the  Company.  In  addition,  the Board of Directors of the



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Company  shall  from  time to time  review  the  Base  Salary  to be paid to the

Employee  under this  Agreement  and shall  increase (but not decrease) the Base

Salary in such amounts, if any, as the Board of Directors determines.  Also, the

Employee may be granted bonuses at the discretion of the Board of Directors.



     3.2  Benefits  Plans.  The Company  shall  provide the  Employee  with such

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medical and disability  insurance,  hospital  insurance and group life insurance

and other benefits made available to executive  level  employees of the Company,

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