EXHIBIT 10(a)



          THIS IS AN  IMPORTANT  LEGAL  DOCUMENT;  BY  SIGNING  IT,  YOU GIVE UP
          IMPORTANT RIGHTS TO SUE. YOU SHOULD  THOROUGHLY  REVIEW AND UNDERSTAND
          THE EFFECT OF THE RELEASE  INCLUDED IN THIS DOCUMENT  BEFORE ACTING ON
          IT. IF YOU DO NOT UNDERSTAND IT, DO NOT SIGN IT.



                 EMPLOYMENT TERMINATION AND CONSULTING AGREEMENT
                                       AND
                                 GENERAL RELEASE


               EMPLOYMENT  TERMINATION  and  CONSULTING  AGREEMENT  and  GENERAL
               RELEASE between AMREP CORPORATION,  an Oklahoma  corporation with
               its executive  offices in New York City (the "Company") and MOHAN
               VACHANI, Senior Vice President and Chief Financial Officer of the
               Company ("Employee").

               WHEREAS,  Employee  is a director  and officer of the Company and
               Employee and the Company wish to arrange for the  termination  of
               such relationships; and

               WHEREAS, Employee and the Company desire to resolve all issues as
               to  employment  benefits to which  Employee is or may be entitled
               now  and in the  future,  including  any  and  all  claims  which
               Employee  has or may have  arising out of  Employee's  employment
               and/or the termination thereof,

               NOW,  THEREFORE,  in  consideration of the mutual promises herein
               contained, it is agreed as follows:

               1. Employment Termination; Resignations.

               (a)  As  of  the  close  of  business  on  April  30,  2001  (the
               "Termination  Date"),  Employee's  employment by the Company will
               terminate  for all purposes and Employee  will not  thereafter be
               entitled to receive any  salary,  benefits or other  compensation
               from the Company, except as set forth herein.

               (b) Effective on the  Termination  Date,  Employee shall cease to
               be: (i) a director  and officer of the Company and all direct and
               indirect subsidiaries of the Company; (ii) a Trustee of the Trust
               and Member of the Administrative Committee of the Retirement Plan
               for  Employees of Amrep  Corporation  and a Trustee and Member of
               the Administrative  Committee of the Amrep Corporation  Employees
               Stock   Ownership   Plan;   and  (iii)  a  Manager  of  Magazinet
<PAGE>

               Management,  L.L.C., a Delaware limited  liability  company,  and
               this Agreement shall constitute  Employee's written  resignations
               from all such  positions.  Upon request of the Company,  Employee
               shall provide to the Company such separate signed  instruments of
               resignation  from  any  of  such  positions  as the  Company  may
               request.

               2.  Company  Not Liable.  Employee  agrees and  understands  that
               nothing  contained  in  this  Agreement  is an  admission  by the
               Company of any unlawful conduct whatsoever.  This Agreement shall
               not in any way be  construed  as an admission by the Company that
               it has acted  wrongfully  with respect to Employee in  connection
               with his employment or the termination  thereof, or that Employee
               has any legal rights whatsoever  against the Company with respect
               thereto, and the Company specifically disclaims any liability to,
               or for wrongful acts against, Employee.

               3.   Consulting   Services.   (a)  During  the  period  from  the
               Termination Date until April 30, 2002 (the "Consulting  Period"),
               Employee shall be available to consult with the management of the
               Company concerning its business for not more than 600 hours. Such
               consulting  services  shall be  provided  by Employee in New York
               City and/or Rio Rancho, New Mexico and/or Mt. Morris, Illinois as
               designated by the Company and at such other locations as shall be
               mutually  agreeable to Employee and the Company,  shall be called
               for upon reasonable advance notice by the Company to Employee and
               shall be scheduled with due regard to his other  commitments.  It
               is understood that such services may be required  unevenly during
               the Consulting Period and that they may be front loaded.

               (b) In  consideration  of  Employee's  agreement  to provide such
               consulting  services,  during the  Consulting  Period the Company
               shall pay to Employee monthly, on the first day of the month, the
               sum of $8,333.33. These payments shall be made whether or not the
               Company  requests  Employee to provide such services but shall no
               longer be payable if and when Employee  fails or refuses to honor
               the   Company's   request  that  such  services  be  provided  in
               accordance  with  Section  3(a).  If the  Company  wishes to have
               Employee  consult for more than 600 hours and the  Employee  does
               so,  Employee shall be  compensated  for any hours he consults in
               excess  of 600 hours at the rate of $200 per  hour.  The  Company
               shall  also  reimburse  Employee  for  his  reasonable   expenses
               incurred in providing such consulting services in accordance with
               the Company's expense  reimbursement  policies  applicable to its
               senior executives.

               4.  Severance  Payment  to  Employee.   In  connection  with  the
               termination  of Employee's  employment by the Company and in lieu
               of any termination or severance pay or similar payment  otherwise
               due to Employee as a result of the termination of his employment,
               whether by reason of Company policy, or agreement,  or otherwise,
               the  Company  will pay to Employee  the sum of $22,518,  less all
               required withholdings for tax purposes.
<PAGE>

               5.  Automobile.  The Company  heretofore  leased a 1998  Mercedes
               automobile (VIN  WDBGA33GXWA388314)  which automobile was used by
               Employee.  Employee leased such automobile effective December 18,
               2000,  for a monthly  payment of $860, and from such date through
               the  Termination  Date  the  Company  shall  pay  Employee  as an
               addition to his regular salary a monthly amount at the rate equal
               to the monthly payment on said Employee's  automobile lease, such
               additional  amount to be paid in  accordance  with the  Company's
               customary  payment  procedures  and to be subject to all required
               withholdings for tax purposes.

               6. Additional Consideration. Employee understands and agrees that
               the  engagement of Employee by the Company to furnish  consulting
               services provided for herein represents consideration to Employee
               over and above anything else of value which  Employee  already is
               entitled to receive from the Company.

               7. Employee's  Release of the Company.  In  consideration  of the
               agreements of and payments by the Company provided for herein and
               other terms of this Agreement,  subject to the provisions of this
               Agreement  Employee for himself and his heirs and assigns  hereby
               releases  and   discharges   the  Company  and  its   successors,
               subsidiaries,  affiliates and assigns, and its present and former
               shareholders,  officers,  directors,  agents, and employees, from
               all actions,  suits,  liabilities,  charges, claims and causes of
               action, known or unknown, fixed or contingent, that Employee has,
               or may have, arising out of Employee's  employment or termination
               from employment,  whether before courts, administrative agencies,
               or other forums wherever situated, including, but not limited to,
               all claims for wages,  overtime  premiums,  holiday  pay, pay for
               personal  days, pay for unused sick,  absence,  or vacation days,
               compensatory time, and any other pay for time worked and leave of
               any kind to which Employee is or may be entitled,  and all claims
               under Title VII of the Civil Rights Act of 1964, as amended,  the
               Civil Rights Act of 1991,  the Age  Discrimination  in Employment
               Act of 1967, as amended by the Older Workers' Benefit  Protection
               Act (the  "ADEA"),  the Equal Pay Act of 1963,  as  amended,  the
               Employee Retirement Income Security Act of 1974, as amended,  the
               Worker  Adjustment and Retraining  Act, as amended,  the New York
               Human Rights Law, and the various  other  federal state and local
               civil rights acts involving  discrimination  on the basis of age,
               race, sex, sexual  orientation,  religion,  disability,  national
               origin  and  marital  status,  and all  claims  under  express or
               implied contract theories.

               8. Medical  Insurance.  During the Consulting Period, the Company
               shall pay for the cost of medical  insurance  for  Employee,  but
               only to the extent of the coverage  generally  made  available to
               Company employees under the policy of medical insurance,  if any,
               from time to time provided by the Company, in its sole discretion
               and without any obligation to do so (the  "Policy"),  and only if
               Employee shall pay to the Company  monthly an amount equal to the
<PAGE>

               amount  payable by employees  of the Company for  coverage  under
               such  Policy.  Employee  acknowledges  that  he is  aware  that a
               federal   law   known   as  the   Consolidated   Omnibus   Budget
               Reconciliation   Act   ("COBRA"),   may  provide  for  Employee's
               entitlement,  at his cost,  to  certain  medical  benefits  for a
               limited time after the Termination Date or the Consulting Period,
               provided  timely  application  for those  benefits is made.  If a
               COBRA  election is not available to Employee after the Consulting
               Period  and if and to the  extent  that the  Policy  permits  and
               Employee  requests in writing,  the Company will provide coverage
               to Employee  for 18 months  following  the end of the  Consulting
               Period,  but only to the extent of the  coverage  generally  made
               available to Company  employees  under the Policy and only for so
               long as Employee shall pay to the Company monthly an amount equal
               to the full amount payable by the Company for such coverage.

               9. Certain  Claims not Released.  This Agreement does not release
               or waive any claims by Employee:

                         (a) for rights arising under this Agreement;

                         (b) for salary and benefits  payable to Employee in the
                    ordinary course through the Termination Date;

                         (c) for worker's  compensation to which Employee may be
                    entitled in respect of any job-related injury which occurred
                    prior to the Termination Date;

                         (d) for  accrued  Social  Security  benefits  to  which
                    Employee may become entitled under applicable law;

                         (e) with  respect to  Employee's  rights under COBRA to
                    continuation  of  medical  and   hospitalization   insurance
                    coverage  under the Company's  existing  health care plan at
                    Employee's own expense after the Termination Date;

                         (f) for indemnification (as an officer and/or director)
                    for  job-related,  third-party  claims  arising prior to the
                    Termination Date; or

                         (g) with respect to any rights or claims that may arise
                    under the ADEA after the date on which  Employee  signs this
                    Agreement.

               10. EEOC Enforcement.It is understood that this Agreement may not
               affect the rights and  responsibilities  of the Equal  Employment
               Opportunity  Commission  ("EEOC") to enforce the ADEA, or be used
               to justify interfering with the protected right of an employee to
               file a charge or  participate in an  investigation  or proceeding
               conducted by the EEOC under the ADEA.

               11. Employee's Confidentiality and Noncompetition Agreements.

                         (a) Employee  acknowledges  that during his  employment
                    with the Company he has had and while acting as a consultant
                    for the Company hereunder he may have access to confidential
                    information  regarding the Company and its  subsidiaries and
                    affiliates and that he will not, during or subsequent to his
                    employment,  divulge,  furnish,  or make  accessible  to any
                    person  (other  than with the prior  written  consent of the
                    Board of Directors  of the  Company)  any such  confidential
                    information or plans of the Company.  However,  confidential
                    information  or plans  shall  exclude  information  or plans
                    which:  (i) at the  time of  disclosure  already  are in the
                    public domain or which,  after disclosure,  are published or
<PAGE>

                    otherwise  become part of the public domain through no fault
                    of  the  Employee;   (ii)  Employee  can  show  was  in  his
                    possession  at the  time  of  the  Company's  disclosure  to
                    Employee and was not acquired,  directly or indirectly, from
                    the  Company or from a third party  under an  obligation  of
                    confidence;  or (iii)  Employee  can show were  received  by
                    Employee after the time of the Company's  disclosure  from a
                    third  party  who did  not  require  Employee  to hold it in
                    confidence.

                         (b) Employee  agrees that during the Consulting  Period
                    he will  not (i)  engage  directly  or  indirectly,  whether
                    individually,   or  as  a  shareholder,   partner,  officer,
                    director,  sales  representative,  employee or consultant of
                    any  business   organization,   in   activities   which  are
                    competitive in any  geographic  area with any business owned
                    or  operated  or being  actively  considered  to be owned or
                    operated by the Company or any  subsidiary  or  affiliate of
                    the Company (a  "Designated  Business");  (ii) divert to any
                    competitor of the Company or any  subsidiary in a Designated
                    Business any customer of the Company or a subsidiary;  (iii)
                    solicit or encourage any officer, employee, or consultant of
                    the Company or any  subsidiary to leave its employ;  or (iv)
                    call  upon  any  prospective   acquisition   candidate,   on
                    Employee's  own  behalf or on  behalf  of any other  person,
                    which candidate was, to Employee's knowledge,  either called
                    upon by the  Company or any  subsidiary  or with  respect to
                    which the  Company  or any  subsidiary  made an  acquisition
                    analysis for the purposes of acquiring such entity.

                         (c) The  parties  hereto  acknowledge  that  Employee's
                    noncompetition   obligations  hereunder  will  not  preclude
                    Employee from owning less than 1% of the common stock of any
                    publicly traded corporation  conducting  business activities
                    in a Designated  Business.  If at any time the provisions of
                    this   Section   11  are   determined   to  be   invalid  or
                    unenforceable,  by reason of being vague or  unreasonable as
                    to area,  duration,  or scope of  activity,  this Section 11
                    will  be  considered   divisible  and  will  become  and  be
                    immediately amended to only such area, duration and scope of
                    activity  as  will  be  determined  to  be  reasonable   and
                    enforceable  by the court or other body having  jurisdiction
                    over the matter; and Employee agrees that this Section 11 as
<PAGE>

                    so amended  will be valid and  binding as though any invalid
                    or unenforceable provision had not been included herein.

               12. Employee's Review and Signature.

                         (a) Employee  acknowledges he was first given a copy of
                    this  Agreement  on January 17, 2001.  Employee  will have a
                    period of 21 days from the date  Employee  was first given a
                    copy of this  Agreement  in which  to  carefully  study  and
                    consider   the  terms  of  this   Agreement.   During   this
                    consideration  period  Employee  is  advised  to  talk to an
                    attorney about this Agreement and what it means to Employee.

                         (b) If at any time on or before  the 21st day after the
                    day  Employee  was  first  given a copy  of this  Agreement,
                    Employee  decides  to accept  the  terms of this  Agreement,
                    Employee should date and sign the "Employee's Acceptance" on
                    page 10 of this Agreement, and return the signed copy to the
                    Company at 641 Lexington  Avenue,  New York, New York 10022,
                    attention  of:  Peter  M.  Pizza,  Secretary,  so that it is
                    received  by the Company no later than 25 days after the day
                    Employee was first given a copy of this Agreement.

                         (c) If Employee  has spoken to an  attorney  about this
                    Agreement,  Employee should also have that attorney complete
                    the "Attorney's  Statement" which appears at the end of this
                    Agreement.

               13.  Cancellation on Employee's  Failure to Sign. If Employee has
               not signed and  returned  a copy of this  Agreement  prior to the
               close of business on the 25th day after  Employee was first given
               a copy of this Agreement,  or if Employee  cancels this Agreement
               as  provided  in  Section   14,  then  the   Company's   proposed
               undertakings in this Agreement shall be  automatically  withdrawn
               and canceled and it will be as if the Company had never made such
               proposed undertakings.

               14. Effectiveness of Agreement; Employee's Right to Cancel.

                         (a)  This  Agreement  will  not  become   effective  or
                    enforceable  until 12:01 A.M. on the tenth  (10th) day after
                    the Company has received a copy of this Agreement  signed by
                    Employee. That day and time is called the "Effective Date".

                         (b) UNTIL THE  EFFECTIVE  DATE,  EMPLOYEE HAS THE LEGAL
                    RIGHT UNDER FEDERAL LAW TO CANCEL THIS  AGREEMENT.  THE FACT
                    THAT EMPLOYEE HAS SIGNED AND RETURNED THIS  AGREEMENT TO THE
                    COMPANY  WILL  NOT  PREVENT  EMPLOYEE  FROM  CANCELING  THIS
                    AGREEMENT PRIOR TO THE EFFECTIVE DATE.
<PAGE>

                         (c) If  Employee  decides  to  cancel  this  Agreement,
                    Employee may do so by  notifying  the Company in writing not
                    later than the Effective Date at the following address:

                                    641 Lexington Avenue
                                    New York, New York 10022
                                    Att: Peter M. Pizza, Secretary


               If Employee  cancels by mail or telegram,  Employee must send the
               notice no later than the Effective Date.

                         (d) IF EMPLOYEE  HAS SIGNED AND RETURNED A COPY OF THIS
                    AGREEMENT  AND EMPLOYEE  DOES NOT GIVE THE COMPANY A WRITTEN
                    CANCELLATION  NOTICE NOT LATER THAN THE EFFECTIVE DATE, THIS
                    AGREEMENT WILL BECOME BINDING ON EMPLOYEE.

               15. Notices. Notices under this Agreement shall be in writing and
               shall be hand delivered or sent by certified mail, return receipt
               requested, or by established overnight delivery service:

           If to the Company at - AMREP Corporation
                                                   641 Lexington Avenue
                                                   New York, New York 10022
                                                   Att: Peter M. Pizza

          and

           If to Employee at    - One Diablo View Drive
                                                   Orinda, California 94563

               or to such other address as either the Company or Employee  shall
               specify to the other by like notice.

               16. Entire  Agreement;  Amendments.  This Agreement is the entire
               agreement  between  Employee  and the Company with respect to all
               matters  relating to the termination of Employee's  employment by
               the Company. The terms of this Agreement may only be altered by a
               writing signed by Employee and the Company.

               17.  Governing Law. This  Agreement  shall be deemed to have been
               made within the County of New York,  State of New York,  which is
               where the principal  offices of the Company are located and where
               Employee has an office,  and shall be interpreted,  construed and
               enforced in  accordance  with the laws of the State of New York
               and  before  the  Courts of the State of New York,  County of New
               York.
<PAGE>

                                                     By:     /s/ E B Cloues, II_


                                                     Name:  Edward B. Cloues, II
                                                     Title: Chairman



                                                     Dated:   January 17, 2001



Copy received January 17, 2001

  /s/ Mohan Vachani_____________
Mohan Vachani





                      EMPLOYEE'S AGREEMENT AND ACCEPTANCE


                    I  hereby  acknowledge  that I have had the  opportunity  to
                    consider the terms of the above  Employment  Termination and
                    Consulting  Agreement and General Release for a period of 21
                    days. I have carefully read and studied said Agreement and I
                    fully  understand  its terms and the terms of the release of
                    claims  contained  therein and the  consequences to me of my
                    acceptance of said  Agreement and giving of such release.  I
                    hereby  accept and agree to the terms of said  Agreement and
                    the release, voluntarily and of my own free will.

                             AGREED TO AND ACCEPTED:



                                                  /s/ Mohan Vachani____________
                                                     Mohan Vachani

                                                     Dated:   1/17____, 2001
<PAGE>