Exhibit
10.1








SECOND
AMENDATORY


EMPLOYMENT
AGREEMENT








SECOND AMENDATORY EMPLOYMENT
AGREEMENT(the “Amendatory Agreement”), dated as of September 25, 2009,
by and among KSW Mechanical Services, Inc., a Delaware corporation (the
“Company”), KSW, Inc., a Delaware corporation (“KSWI”) and Floyd Warkol
(“Warkol”).








WITNESSETH:








WHEREAS,Warkol is employed by
the Company and KSWI pursuant to an Employment Agreement, dated as of January 1,
2006, by and among the Company, KSWI and Warkol (the “Employment
Agreement”).





WHEREAS,the Company, KSWI and
Warkol have previously provided for the extension of the Term of the Employment
Agreement through December 31, 2009.





NOW, THEREFORE,in
consideration of the mutual premises contained herein, the parties hereto hereby
agree as follows:





1.           All
terms used herein that are defined in the Employment Agreement shall have the
meanings provided therein, unless otherwise defined herein.  The
Employment Agreement is amended as follows:





2.           The
Term of the Agreement is extended through December 31, 2011.





3.           Section
2.2 of the Employment Agreement is amended to read:





“2.2 Bonus.  In
addition to the base salary set forth in paragraph 2.1 hereof, for the years
2010 and 2011, Warkol shall receive each year an amount equal to 9.5% of the
annual profits, before taxes, of the Company which are in excess of $100,000, to
be paid within 75 days after the end of each calendar year.  For the
purpose of this Agreement, pretax profit shall exclude any bonuses due to Floyd
Warkol.”








4.           Section
2.3 (h) of the Employment Agreement is amended to read:





“(h)  The Company shall
provide to Warkol such additional compensation, fees, bonus or other forms of
compensation as the Compensation Committee of the Board of Directors in its sole
discretion shall authorize or agree to pay, payable on such terms and conditions
as it shall determine, structured in a manner as to comply with IRS Section
409A.”





5.           Except
as specifically amended or modified herein, all of the terms and provisions of
the Employment Agreement shall remain in full force and effect.







IN WITNESS WHEREOF,each of
Warkol, the Company, and KSWI has executed this Agreement, or caused this
Agreement to be executed
by its duly authorized officer as of the date first written above.





KSW,
      INC. COMPENSATION COMMITTEE
                          
                          
                          KSW
      MECHANICAL SERVICES, INC.By:
                          /s/
      John Cavanagh
                          
                          By:
                          /s/
      Richard W. LucasJohn
      Cavanagh
                          
                          
                          Name:  Richard
      W. Lucas
                              Title:  Chief
      Financial Officer


By:
                      /s/
      Stanley Kreitman
                      
                      
                      /s/ Floyd
      WarkolStanley
      Kreitman
                      
                      
                      Floyd
      Warkol


By:
                          /s/
      Warren
      O. KoganWarren
      O. Kogan