Exhibit A



     This is an EMPLOYMENT AGREEMENT (the "Agreement"),  dated as of December 1,
2002, by and between KENT FINANCIAL SERVICES,  INC., a Delaware corporation (the
"Company"), and Paul O. Koether (the "Executive").

                                    Recitals
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     The  Executive  currently  serves as Chairman of the  Company.  The Company
desires the  Executive to continue to serve as the Company's  Chairman,  and the
Executive desires to continue to serve the Company as its Chairman, on the terms
and conditions set forth in this Agreement.

     NOW, THEREFORE, the parties agree as follows:

     1. Employment.  The Company hereby employs the Executive as Chairman of the
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Company,  and the Executive hereby accepts such  employment,  upon the terms and
conditions set forth herein.

     2. Duties and Powers.
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          2.1 Duties.  The Executive  shall serve as Chairman of the Company and
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perform  the  duties  of  Chairman as  defined  in  the Bylaws of the Company in
effect  on  the  date  of  this  Agreement.  The  Chairman  shall   receive  the
compensation  provided  herein  notwithstanding  any  future  amendment  to  the
Bylaws of  the  Company  which diminishes  or alters  the duties of the Chairman
of the Company.  The  Executive  shall not  be required  to  devote  his  entire
working time to the  business  of  the  Company,  and  may  devote time to other
business  interests,  including  directorships  of  other  companies  public and
private.

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          2.2 Service as Director.  If elected,  the Executive  shall serve as a
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director  of  the Company  without additional  compensation,  and shall have the
right at any time to serve  as a  director of  any subsidiary  of  the  Company.

     3. Term of Agreement.  The initial term of employment  under this Agreement
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shall be three years commencing effective as of December 1, 2002 (the "Effective
Date") and shall  extend  until  November  30,  2005  unless  sooner  terminated
pursuant to Section 6 below.  The term of the Executive's  employment under this
Agreement shall be automatically extended one day for each day elapsed after the
Effective  Date.  Employment  of the  Executive  by  the  Company  prior  to the
Effective  Date shall,  subject to the terms and conditions of the benefit plans
and arrangements referred to in section 5.1 below, be counted in determining the
Executive's  continuous  service  with the Company  for  purposes of any benefit
computation.

     4.  Compensation.  For all services  rendered by the  Executive  under this
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Agreement, the Company shall pay the Executive an annual salary of $240,000 (the
"Base  Salary"),  payable  in  equal  semi-monthly  installments.  The  Board of
Directors of the Company shall from time to time review the  compensation  to be
paid to the Executive under this Agreement and shall increase (but not decrease)
the compensation in such amounts, if any, as the Board of Directors determines.

     5. Benefits, Expenses, Reimbursement, etc.
        ---------------------------------------

          5.1 Benefit  Plans.  The Company shall provide the Executive 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


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the Company,  subject to the terms and  conditions  of  such  benefit  plans and
arrangements.

          5.2  Expenses.  The  Company  shall pay all  expenses  incurred by the
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Executive  in  furtherance  of  or  in  connection   with  the  business  of the
Company  and its  subsidiaries  and  affiliates  including,  without limitation,
all  (i)  travel  and  living  expenses  while  away from home on business or at
the  request   and   in  the  service  of  the  Company  or  its  subsidiary  or
affiliate,  and  (ii) entertainment  expenses,  upon  submission  of appropriate
receipts   or   vouchers  and   in   accordance   with   the  standard   expense
reimbursement  policies of  the  Company  as  in  effect from time  to time.  If
any  such  expenses  are  paid by  the  Executive,  the Company shall  reimburse
him  promptly  for  those  expenses.  The  Executive  shall  also be entitled to
reimbursement  for  the   annual  fee(s)  of  any  credit  cards  the  Executive
acquires for  use in  charging  expenditures  incurred  in  the  performance  of
his duties under this Agreement.

          5.3 Vacations. The Executive shall be entitled each year to a vacation
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of  four  weeks (twenty  working  days),  during  which  time  his  compensation
shall be paid in full  and such holidays  and  other  non-working  days  as  are
consistent  with the  policies of  the Company  for  executives  generally.  All
vacations  shall  be  scheduled  so as to cause minimal  interference  with  the
operations  of   the  Company.  If   the   Executive's  employment   under  this
Agreement  is  terminated  pursuant  to  Section  6,  the   Executive  shall  be
entitled to payment for all untaken vacation days.

          5.4 Death Benefits.  In the event of the Executive's  death during the
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term  of  this  Agreement  or  thereafter  during  the period of any  disability
described in Section 5.5(C), the  Company  shall pay  to  such  beneficiaries as


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<PAGE>

the Executive shall designate in  writing  prior  to  the  Executive's death, or
if he fails  to designate  a  beneficiary,  to  the  Executive's  spouse, or, if
none, to  the  Executive's  estate, an  annual benefit  equal to three times the
Executive's Base  Salary  (the "Death  Benefit").  The Death  Benefit  shall  be
payable  in  equal  monthly  installments  for a  period of 3 years,  commencing
on  the  first  day  of  the next  month  following   the  month  in  which  the
Executive's  death  occurs.  Payments  made  pursuant  to this Section 5.4 shall
be made in lieu of any and all  payments  provided for  in  Section  4  of  this
Agreement.

          5.5 Disability.
              ----------

               A. The  Executive  shall  be paid  such  benefits  to which he is
entitled under the terms of such long-term  disability insurance as  the company
has provided under Section 5.1 of this Agreement. However, if at any time during
the term of this  Agreement  (i) the Company is not providing the Executive with
long-term  disability  insurance  coverage,  or  (ii)  the  amount  of  coverage
provided  pays  benefits  less than an annual benefit of 80% of the  Executive's
Base  Salary,  which  the Executive  is being  paid  prior  to the  commencement
of  disability  benefits,  or  (iii) fails  to  pay benefits  to age 75, and the
Executive suffers from a Condition (defined below),  then the Executive shall be
paid the amount specified in Section 5.5(B) of this Agreement.

               B. If during the term of this  Agreement (i) the Executive  shall
be deemed  disabled  and unable to perform his duties  hereunder by an insurance
company under any disability  insurance policy covering the Executive,  (ii) the
Executive  suffers any  illness,  disability  or  incapacity  which  renders him
unable  to  perform  his  duties  hereunder  and  such  illness,  disability  or
incapacity  is  deemed  by a duly licensed physician (who may be the Executive's
personal physician) to be permanent,  or (iii) the Executive is unable to render


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services to  the  Company  of the  nature  required  by this  Agreement  because
of  illness, disability  or incapacity  for a  period of 90 days, whether or not
such  days are  consecutive,  during  any year of the term  hereof (each  of the
events  described in paragraphs (i), (ii) and (iii) above  being  defined  as  a
"Condition"),  then the Executive shall  continue to  use his  best  efforts  to
render advisory and consulting  services as he is able and as may be  reasonably
requested by the Company  and the Company shall pay to the Executive  disability
payments  equal to  the  difference, if any, between 80% of the Executive's Base
Salary and the amount the Executive actually receives under the Company's  long-
term disability  insurance policy. The disability payments shall  be paid to the
Executive  in equal  monthly  installments  until  the Executive attains age 75.
The total amount  payable to the Executive  under this Section  5.5(B)  shall be
the "Disability Benefit".  Such payments shall commence  on the first day of the
month  following  the month in which the Condition occurs and shall be made even
if the Executive is unable to render any services to the Company.  Such payments
shall be paid in lieu of  any and all  compensation  provided  for in  Section 4
of this Agreement.

               C. In the event of the  Executive's  death at any time during the
period in which  payments  in respect of the  Disability  Benefit  are  required
to be paid pursuant to Sections 5.5(A) and 5.5(B) above, the Company shall cease
paying any such  payments and  shall pay  the Death  Benefit provided in Section
5.4.

     6. Termination. The Executive's employment hereunder may be terminated only
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under the following circumstances:

          6.1 Cause.  The  Company  may  terminate  the  Executive's  employment
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hereunder  for  "cause" upon  not less  than five days  prior written  notice of


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such  termination.  For  purposes of  this Agreement,  the  Company  shall  have
"cause"  to  terminate   the  Executive's  employment  hereunder  upon  (A)  the
continued  failure  by   the  Executive  to  substantially  perform  his  duties
hereunder  (other  than  any  such  failure   resulting   from  the  Executive's
incapacity  due   to  physical   or   mental  illness  or  the  removal  of  the
Executive's   office  to  a  location  more  than  5  miles  from  its   current
location),  which  failure  has  not  been  cured (i) within  three days after a
written demand  for substantial performance is  delivered  to the  Executive  by
the Company  that  specifically  identifies  the  manner in  which  the  Company
believes  the  Executive   has  not  substantially  performed  his  duties  (the
"Three  Day  Period"),  or (ii) in  the event such  failure cannot be reasonably
cured within the Three  Day  Period, within  20 days  thereafter,  provided that
the Executive  promptly  commences  and  thereafter  diligently  prosecutes  the
cure  thereof,  or  (B)  the  Executive's  conviction  of any  criminal  act  or
fraud  with  respect  to   the  Company.  Notwithstanding   the  foregoing,  the
Executive's employment  may not be  terminated for  cause unless  and  until the
Company has delivered  to  the Executive  a  copy of a resolution  duly  adopted
by the affirmative  vote  of  not less than  80 percent of  the entire Board  of
Directors  at a meeting  of  the  Board  (of which  the  Executive  was given at
least 20  days prior  written  notice  and  an  opportunity,  together  with his
counsel,  to  be  heard  before  the  Board),  finding  that in  the  good faith
opinion of  the  Board,  the  Executive  has  not  substantially  performed  his
duties  (which  failure  shall  be  described  in  detail) and  such failure has
not been cured within the  period  described  in (ii) above.  In  addition,  the
Company  shall  not  have  cause  to  terminate   the   Executive's   employment
hereunder as a result  of  any  event  occurring  prior  to the date  hereof and
previously disclosed to  the  Company. The burden  of establishing  cause  shall
be upon the Company.


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<PAGE>

          6.2  Termination  by the  Executive.  The  Executive may terminate his
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employment  hereunder  for "good  reason"  upon  not less  than  five days prior
written  notice  to  the   Company.   For  purposes  of  this  Agreement,  "good
reason"  shall  mean  the  continued  failure  by  the  Company  to perform  its
obligations  under  this   Agreement  (including  any  material  change  by  the
Company  in  the  duties,  responsibilities  and  powers of the Executive as set
forth herein or the removal  of  the  Executive's  office  to  a  location  more
than  5  miles from  its  current  location)  which  failure has  not been cured
(i) within three days  after  a  written  demand  for  performance is  delivered
to  the  Company by  the Executive  that  specifically  identifies the manner in
which the Executive  believes the Company  has  not  performed  its  obligations
(the  "Three Day  Period"),  or (ii) in  the  event  such  a  failure  cannot be
reasonably  cured  within  the  Three  Day   Period,  within   twenty  (20) days
thereafter  provided  that  the  Company   promptly   commences  and  thereafter
diligently prosecutes the cure thereof.

          6.3 Change in Control.
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               A.  The  Executive  may  terminate  his  employment   under  this
Agreement at any time for "good  reason" (as  defined  below)  within  36 months
after the date of a Change in Control (as defined below) of the Company.

               B. A "Change in Control"  of the Company  shall be deemed to have
occurred if:

                    (1) any "person" (as such term is used in Sections 13(d) and
    14(d)  of  the  Securities   Exchange  Act  of  1934  (the  "Exchange  Act")
    as    in    effect   on    the   date   hereof),  other   than   individuals
    beneficially  owning,  directly  or  indirectly,   common   stock   of   the
    Company   representing   30%  or  more   of   the   Company's   issued   and


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    outstanding  common  stock  as  of  the  Effective  Date,   is   or  becomes
    the  beneficial  owner,  directly  or  indirectly,   of   common   stock  of
    the  Company  representing  30%  or  more  of  the   Company's  then  issued
    and outstanding common stock; or

                    (2)  individuals  who  constitute  the  Company's  Board  of
    Directors on the date hereof (the  "Incumbent  Board")  cease for any reason
    to constitute at least a majority thereof, provided that any person becoming
    a Director subsequent to the date hereof whose election, or  nomination  for
    election by the  Company's stockholders, was approved  by a vote of at least
    a majority of the Directors comprising the  Incumbent  Board  (either  by  a
    specific  vote  or by  approval  of the  proxy  statement  of the Company in
    which such person is named as a nominee for  Director, without  objection to
    such nomination) shall be, for purposes of this clause, considered as though
    such person were a member  of  the  Incumbent  Board. For  purposes of  this
    Section  6.3(A)  "good  reason" shall mean  a determination  solely  by  the
    Executive, in good faith, that as a result of the  Change of  Control of the
    Company he may be  adversely  affected  (i) in  carrying  out his duties and
    powers in the fashion he previously enjoyed or (ii) in  his future prospects
    with the Company.

               C. If the Executive  terminates his employment  after a Change of
Control of the Company,  he shall notify the Company in writing of the effective
date of the  termination  (the  "Termination  Date") of  his  employment  and he
shall be paid the  greater  of (i) the Base  Salary  payable  to  the  Executive
under  this  Agreement   through  to  the  Termination  Date,  or (ii) an amount
equal to the product of (a) the average annual Base Salary paid to the Executive


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during the five years preceding the Termination  Date,  multiplied by (b) three.
The amount payable under this  Section  6.3(C) shall be paid in a lump sum on or
before the fifth day following the Termination Date.

     7. Interest and Counsel Fees.
        --------------------------

          7.1  Interest.  All  amounts  payable  to  the  Executive  under  this
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Agreement  shall  be  due  and  payable  at  the time  specified  herein and any
payment  which is not made within  five days  of  the  date  of  written  demand
shall  be  made  with  interest on  the  amount due from the due date until paid
in  full at an  annual  rate  equal  to  2% over  the  prime  rate  of  interest
generally  published  in  The  Wall  Street  Journal  as  in effect from time to
time  during  the  period  from  such  due  date until the date such  payment is
made.

          7.2  Counsel  Fees.  The Company  hereby  irrevocably  authorizes  the
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Executive  from  time  to  time to retain  counsel of  his choice at the expense
of   the  Company  to  represent  the   Executive   in   connection   with   the
Executive's  initiation  or  defense  of  any  litigation,  arbitration or other
legal  action  relating  to  this  Agreement  or any provision  hereof  (whether
such  action  is  by  or  against  the  Company   or   any   director,  officer,
stockholder  or  other  person   affiliated  with   the  Company,   or  in   any
jurisdiction).   Notwithstanding   any   existing   or   prior   attorney-client
relationship  between  the  Company  and  such  counsel, the Company irrevocably
consents  to  the  Executive  entering  into  an   attorney-client  relationship
with  such  counsel,  and  in  that  connection  the  Company  and the Executive
agree  that a  confidential  relationship  shall  exist  between  the  Executive
and  such  counsel.  The  reasonable  fees and  expenses of counsel  selected by
the  Executive  shall  be  paid  or  reimbursed to  the Executive by the Company
on  a  regular,  periodic  basis  upon  presentation   by  the  Executive  of  a
statement  or  statements  prepared  by  such  counsel  in  accordance  with its

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customary   practices,  up   to  a   maximum   aggregate  amount   of  $250,000.
Notwithstanding   the   preceding,  if  it  should   be  finally  determined  by
judgment  or  order  of  a  court of  competent  jurisdiction  (the time for the
appeal  of  which  judgment  or order  shall have  expired),  that the Executive
has  not  prevailed  in  any  such  litigation,  arbitration   or  other   legal
action,  the   Executive   shall  promptly  return  to  the  Company,  upon  its
demand,  any  amounts  so  advanced  in  connection  with  such action  together
with  interest  thereon  at the  rate  provided  in  Section  7.1  above.

     8. No Conflicting Commitments.
        ---------------------------

          8.1 Representation and Warranty. The Executive represents and warrants
              ----------------------------
that  he   has   no  commitments  or   obligations  of   any   kind   whatsoever
inconsistent  with  this  Agreement  and  is  under  no  disability  of any kind
whatsoever  which would impair,  infringe  upon  or  limit  Executive's  ability
to enter this Agreement or to perform the services required hereunder.

          8.2  Indemnification.  The Executive  agrees to indemnify and hold the
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Company  harmless  against  any  claim  or  other  actions  asserted against the
Company based upon  circumstances in which  it is  alleged  that  the  Executive
has breached the warranty set forth in Section 8.1.

     9.  Governing  Law.  This  Agreement has been executed and delivered in the
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State of New Jersey,  and shall in all respects be interpreted,  construed,  and
governed by and in accordance with the law of the State of New Jersey. Except as
otherwise  herein  provided,   all  actions  or  proceedings  arising  directly,
indirectly or otherwise in  connection  with,  out of,  related to, or from this
Agreement shall be litigated  exclusively and only in courts having situs within
the State of New  Jersey,  and the  parties  hereby  consent  and  submit to the


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jurisdiction  of any state or federal  court located in the State of New Jersey.
Notwithstanding the preceding,  the Executive, at his sole and exclusive option,
exercisable  by written  notice  given to the Company at any time,  may elect to
submit any dispute  arising under this  Agreement to  resolution by  arbitration
held in Somerset County, New Jersey in accordance with the rules of the American
Arbitration Association.

     10.  Notices.  All notices  hereunder  shall be in writing  and  personally
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delivered or mailed by registered or certified mail,  return receipt  requested,
to the following address:

                If to the Company:

                376 Main Street
                P. O. Box 74
                Bedminster, New Jersey  07921

                If to the Executive:

                Paul O. Koether
                211 Pennbrook Road
                P. O. Box 97
                Far Hills, New Jersey  07931

The Company or the  Executive  may hereafter  designate  another  address to the
other in writing for purposes of notices under this Agreement.

     11.  Waivers.  Any waiver by any party of any  violation  of,  breach of or
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default  under any  provision of this  Agreement by the other party shall not be
construed as, or constitute, a continuing waiver of such provision, or waiver of
any other  violation of, breach of or default under any other  provision of this
Agreement.

     12.  Assignability.  This Agreement  shall not be assignable by the Company
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without the written  consent of the Executive,  except that if the Company shall

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merge or consolidate with or into, or transfer  substantially  all of its assets
to, another corporation or other form of business  organization,  this Agreement
shall be binding on the Executive and be for the benefit of and binding upon the
successor of the Company  resulting from such merger,  consolidation or transfer
without the Executive's  consent,  subject to the Executive's right to terminate
his employment under Section 6.3 (C). The Executive may not assign,  pledge,  or
encumber any interest in this Agreement or any part thereof  without the express
written consent of the Company, this Agreement being personal to the Executive.

     13. Severability.  Each provision of this Agreement  constitutes a separate
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and distinct  undertaking,  covenant and/or provision  hereof. In the event that
any provision of this Agreement shall finally be determined to be unlawful, such
provision shall be deemed severed from this Agreement, but every other provision
of this Agreement shall remain in full force and effect, and in substitution for
any such  provision  held  unlawful,  there shall be  substituted a provision of
similar  import  reflecting  the  original  intent of the parties  hereto to the
extent permissible under law.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date and year first set forth above.

                                             KENT FINANCIAL SERVICES, INC.

                              By:    /s/ John W. Galuchie, Jr.
                                     -------------------------------

                              Title: Executive Vice President
                                     -------------------------------

/s/Paul O. Koether
------------------------------
Paul O. Koether




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