KENT FINANCIAL SERVICES, INC.
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                        INCENTIVE STOCK OPTION AGREEMENT
                        --------------------------------

     THIS  AGREEMENT is made as of  ____________,  2005  between Kent  Financial
Services,  Inc.  ("Company") and  ___________________  ("Optionee").  Terms used
herein  have the  same  meaning  as in the  Company's  2005  Stock  Option  Plan
("Plan").

1.   The Company  hereby  grants to Optionee  an option  ("Option")  to purchase
     __________________ shares ("Shares") of the Company's Common Stock pursuant
     and subject to the terms of the Plan, a copy of which has been delivered to
     Optionee  and which is  incorporated  herein by  reference.  The  Option is
     intended to  constitute  an  incentive  stock  option as defined in Section
     422(b)  of the  Internal  Revenue  Code of 1986,  as  amended,  and will be
     interpreted accordingly.

2.   The Option exercise price per Share shall be $_______________.

3.   The  Option  shall  expire  on (Date + 10  years)  (Date + 5 years  for 10%
     stockholder), unless earlier terminated.

4.   Payment  of the  exercise  price  of the  Option  shall  be made in cash by
     bank-certified,  cashier's or personal check subject to collection, in kind
     by delivery of shares of Common  Stock of the Company  that have been owned
     by the Optionee for at least six months having a fair market value equal to
     the  portion  of the  Option  exercise  price  so  paid}  or  [pursuant  to
     procedures  adopted by the  Committee  to allow  broker-assisted  "cashless
     exercises", as provided in Section 10(c) of the Plan.

5.   The Option shall [be] become  exercisable  [immediately] as to [______%] of
     the Shares covered  hereby,  at a cumulative rate of ______% on each of the
     first __________ anniversaries of the date of this Agreement, provided that
     the Optionee has remained in the continuous  employ of the Company from the
     date of this  Agreement.

     The Option may be exercised in accordance  with this Agreement and the Plan
     prior to the expiration date (or earlier  termination  or cancellation date
     under  Section 3) at any time,  and may be exercised in whole or in part as
     to the Shares then  available  for  purchase but in no event for fewer than
     100 Shares.  This Option may be exercised only to acquire whole Shares.  No
     fractional  shares shall be issued,  and an exercise  that would  otherwise
     result in the issuance of  fractional  shares shall be  disregarded  to the
     extent of the fraction.

6.   The Option shall not be transferable  otherwise than by will or by the laws
     of descent and  distribution  and during the lifetime of Optionee  shall be
     exercisable only by Optionee or by the personal  representative or guardian
     of the Optionee.

7.   Nothing herein or in the Plan shall confer upon any employee of the Company
     any right to continue in the employment of the Company.




8.   The  Option  and the Plan are  subject to  adjustments,  modifications  and
     amendments as provided in the Plan.

9.   Subject to the Plan,  this Agreement shall bind and inure to the benefit of
     the Company,  Optionee and their respective  successors,  permitted assigns
     and personal representatives.

10.  This  Agreement  will  be  governed  by and  construed  under  the  laws of
     Delaware.

11.  Any disputes,  claims or  interpretive  issues arising  hereunder  shall be
     resolved by the  Committee  in its sole and  absolute  discretion,  and the
     Committee's determinations shall be final and uncontestable. This Agreement
     and the Option are subject to all of the terms and  conditions of the Plan.
     If there is any conflict between the terms of the Plan and the terms of the
     Agreement, the terms of the Plan shall govern.

12.  Any  capitalized  terms used but not defined herein shall have the meanings
     set forth in the Plan.


























     IN WITNESS  WHEREOF,  the  undersigned  have executed this  Agreement to be
effective from the date first above written.


                                        KENT FINANCIAL SERVICES, INC.



                                        By:
                                           ------------------------------------
                                             Name:
                                             Title:

                                        ---------------------------------------
                                        Employee