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                              EMPLOYMENT AGREEMENT

         EMPLOYMENT AGREEMENT ("Agreement") entered into as of October 1, 2000
         by and between M.H. MEYERSON & CO., INC., a New Jersey corporation
         ("MHM" or "Employer"), with offices located at Newport Office Tower,
         525 Washington Boulevard, 34th Floor, Jersey City, New Jersey 07310,
         and EUGENE M. WHITEHOUSE, residing at 167 Ege Avenue, Jersey City, New
         Jersey 07304 ("Employee").

                              W I T N E S S E T H :

A.       MHM is engaged in business as a registered securities broker-dealer
         ("Employer's Business").

B.       Employee has been employed as an executive officer of Employee, and the
         parties desire to evidence such employment by incorporating the terms
         thereof into this Agreement.

C.       Employer desires to employ Employee as its Chief Operating Officer,
         Senior Vice President, Treasurer and Secretary for the purposes, among
         things, of overseeing operations generally and monitoring and preparing
         reports upon the financial status of Employer, as well as assisting in
         operations of Employer's affiliates and subsidiaries including, without
         limitation, eMeyerson.com Inc.

         NOW, THEREFORE, in consideration of the foregoing, the parties agree as
         follows:

1.       Employment

         (a) During the Term of Employment as defined in Section 2, Employer
         agrees to employ Employee, as a principal executive officer, to hold
         such titles and perform such functions as Employer's Board of Directors
         may designate, and to serve as a member of the Board of Directors if
         elected. Employee agrees to act in the foregoing capacities, in
         accordance with the terms and conditions contained in this Agreement.

         (b) Employee shall devote all of Employee's working time to performance
         of his duties under this Agreement. Employee shall render services,
         without additional compensation, in connection with the operation of
         Employer's business, including activities of affiliates and
         subsidiaries of the Employer. As used in this Agreement, the term
         "affiliate" shall mean any entity or person that, directly or
         indirectly, is controlled by or under common control with Employer,
         including without limitation, eMeyerson.com Inc.

         (c) In view of Employee's duties and responsibilities hereunder,
         Employee shall continue to maintain his existing licenses with the NASD
         including, without limitation, his Series 4, 7, 22, 24, 53 and 63
         registrations, as well as to undertake to qualify for any other NASD
         license tests or applicable regulatory requirements necessary or
         convenient

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         to enable Employee to undertake and fulfill his functions, from time to
         time, under this Agreement.

2.       Term

         The initial term of Employee's employment under this Agreement shall be
         for a three year term, to commence on October 1, 2000 and end on
         September 30, 2003 (the "Initial Term"). Thereafter, this Agreement
         shall be automatically renewed and extended for consecutive one year
         renewal terms, unless either party sends to the other party a notice of
         non-renewal at least sixty (60) days prior to the expiration of the
         Initial Term or any renewal term (the "Renewal Term"). The Initial Term
         and Renewal Term are subject to earlier termination as set forth in
         Section 5. The actual term of employment is defined as "Term of
         Employment."

3.       Compensation

         (a) Employer shall pay to Employee an annual base salary of $200,000
         per annum. All payments shall be made in equal bi-weekly installments,
         in arrears, or such other installments as may be consistent with the
         payroll practices of Employer for its Employees. The Board of
         Directors, in its sole discretion, may increase such base salary, at
         any time or from time to time but not decrease the sum.

         (b)      The Board of Directors may, in its sole discretion, award
                  incentive compensation, by way of cash, stock options, or
                  participation in equity derived from the Employer's investment
                  banking activities.

4.       Additional Employee Benefits

         (a) Employer shall reimburse Employee for all expenses reasonably
         incurred by Employee in connection with the performance of Employee's
         duties under this Agreement against Employee's pre-submitted documented
         vouchers for such expenses, which must be approved in writing by a
         senior executive officer of Employer prior to the incurrence of such
         expense.

         (b) Employee shall be entitled to reasonable vacation periods each year
         and other general medical and employee benefit, retirement and
         compensation plans (including profit sharing or pension plans) as shall
         have been established and are continuing for senior management.

5.       Termination

         (a)      Employer may terminate this Agreement for cause.


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         (b) "Cause" within the meaning of this Agreement shall mean any one or
         more of the following:

                  (i)      Employee's breach of any of the material provisions
                           of this Agreement; or

                  (ii)     Employee's failure or refusal to follow any specific
                           written directions of the person Employee reports to
                           (which directions include a statement to the effect
                           that failure or refusal to follow such directions
                           shall constitute cause for termination of the
                           employment of Employee hereunder); or

                  (iii)    Employee's failure or refusal to perform Employee's
                           duties in accordance with Recital B or Section 1
                           hereof, provided Employee shall have been given
                           written notice by the person Employee reports to of
                           such failure or refusal to perform these duties and
                           ten business days within which to cure the same; or

                  (iv)     Failure by Employee to comply in any material respect
                           with the terms of any provision contained in this
                           Agreement, if any, or any written policies or
                           directives of Employer's senior management, provided
                           Employee shall have been given written notice of such
                           failure or refusal to perform these duties and ten
                           business days within which to cure the same; or

                  (v)      Employee is convicted of, pleads guilty or no contest
                           to, or admits or confesses to any felony or any act
                           of fraud, misappropriation or embezzlement; or

                  (vi)     Employee engages in an intentional fraudulent act or
                           dishonest act to the damage or prejudice of Employer
                           and/or its affiliates or in conduct or activities
                           damaging to the property, business or reputation of
                           Employer and/or its affiliates; or

                  (vii)    If Employee is registered or licensed with the
                           National Association of Securities Dealers, Inc. or
                           any other regulatory authority, federal or state, and
                           has violated any applicable rule of any such
                           regulatory authority.

         (c) If Employer notifies Employee of its election to terminate this
         Agreement for cause, this termination shall become effective at the
         time notice is deemed to have been given in accordance with Section 9.

         (d) This Agreement shall automatically terminate upon the death of
         Employee.

         (e) This Agreement may be terminated by Employer without cause
         upon physical incapacity or disability of Employee to perform
         the services required to be performed under this Agreement.
         For purposes hereof, Employee's incapacity or disability to

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         perform such services for any cumulative period of ninety (90) days
         during any twelve-month period, or for any consecutive period of sixty
         (60) days, shall be deemed to satisfy the condition of "incapacity or
         disability."


6.       Non-Solicitation, Non-Disclosure,
         Shop Rights and Insider Trading

         (a)      Non-Solicitation.

                  During Employee's Term of Employment with Employer, and for a
         period of one (1) year from the date of expiration or termination of
         such employment (the "Restricted Period"), Employee covenants and
         agrees that Employee will not, directly or indirectly, either for
         himself or for any other person or business entity, (i) solicit any
         employee of Employer to terminate his employment with Employer or
         employ such individual during his employment with Employer and for a
         period of one (1) year after such individual terminates his employment
         with Employer, or (ii) make any disparaging statements concerning
         Employer, Employer's Business or its officers, directors, or employees,
         that could injure, impair or damage the relationships between Employer
         or Employer's business on the one hand and any of the employees,
         customers or suppliers of Employer's business, or any lessor, lessee,
         vendor, supplier, customer, distributor, employee or other business
         associate of Employer's Business.

         (b)      Non-Disclosure and Non-Use.

                  (i) Description of Confidential Information. For purposes of
         this Section 6(b), Confidential Information means any information
         disclosed during the Restricted Period, which is clearly either marked
         or reasonably understood as being confidential or proprietary
         including, but not limited to, information disclosed in discussions
         between the parties in connection with technical information, data,
         proposals and other documents of Employer pertaining to its business,
         products, services, finances, product designs, plans, customer lists,
         public relations and other marketing information and other unpublished
         information. Confidential Information shall include all tangible
         materials containing Confidential Information including, but not
         limited to, written or printed documents and computer disks and tapes,
         whether machine or user readable.

                  (ii) Standard of Care. Employee shall protect the Confidential
         Information from disclosure to any person other than other employees of
         Employer who have a need to know, by using a reasonable and prudent
         degree of care, in light of the significance of the Confidential
         Information, to prevent the unauthorized use, dissemination, or
         publication of such Confidential Information.

                  (iii) Exclusion. This Section 6(b) imposes no obligation
         upon Employee with respect to information that: (a) was in Employee's
         possession before receipt from

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         Employer; (b) is or becomes a matter of public knowledge through no
         fault of Employee; (c) is rightfully received by Employee from a third
         party who does not have a duty of confidentiality; (d) is disclosed
         under operation of law, except that Employee will disclose only such
         information as is legally required and give Employer prompt prior
         notice; or (e) is disclosed by Employee with Employer's prior written
         consent.

                  (iv) Stock Trading. If the information disclosed or of which
         Employee becomes aware is material non-public information about the
         Employer, then Employee agrees not to trade in the securities of MHM or
         Emey, or in the securities of or any appropriate and relevant third
         party, until such time as no violation of the applicable federal and
         state securities laws would result from such securities trading.

                  (v) Return of Confidential Information. The Employee will
         immediately destroy or return all tangible material embodying
         Confidential Information (in any form and including, without
         limitation, all summaries, copies and excerpts of Confidential
         Information) upon the earlier of (i) the completion or termination of
         the dealings between the Employer and Employee under the Agreement or
         (ii) at such time that Employer may so request.

                  (vi) Notice of Breach. Employee shall notify Employer
         immediately upon discovery of any of his unauthorized use or disclosure
         of Confidential Information, or any other breach of the Agreement by
         Employee, and will cooperate with Employer in every reasonable way to
         help Employer regain possession of Confidential Information and
         prevents its further unauthorized use.

                  (vii) Injunctive Relief. The Employee acknowledges that
         disclosure or use of Confidential Information in violation of the
         Agreement could cause irreparable harm to the Employer for which
         monetary damages may be difficult to ascertain or an inadequate remedy.
         The Employee therefore agrees that the Employer will have the rights in
         addition to its other rights and remedies, to seek and obtain
         injunctive relief from any violation of the Agreement.

         (c)      Shop Rights and Inventions, Patents, and Technology.

         Employee shall promptly disclose to Employer any developments, designs,
         patents, inventions, improvements, trade secrets, discoveries,
         copyrightable subject matter or other intellectual property conceived,
         either solely or jointly with others, developed, or reduced to practice
         by Employee during Employee's Term of Employment in connection with the
         services performed for Employer (the "Company Developments") and shall
         treat such information as proprietary to Employer. Employee agrees to
         assign to Employer any and all of Employee's right, title and interest
         in the Company Developments and Employee hereby agrees that Employee
         shall have no rights in the Company Developments. Any and all Company
         Developments in connection with the services

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         performed for Employer pursuant to the Agreement are "works for hire"
         created for and owed exclusively by Employer.




7.       Representation and Indemnification

         Employee hereby represents and warrants that Employee is not a party to
any agreement, whether oral or written, which would prohibit Employee from being
employed by Employer, and Employee further agrees to indemnify and hold
Employer, its directors, officers, shareholders and agents, harmless from and
against any and all losses, cost or expense of every kind, nature and
description (including, without limitation, whether or not suit be brought, all
reasonable costs, expenses and fees of legal counsel), based upon, arising out
of or otherwise in respect of any breach of such representation and warranty.

8.       Injunctive Relief

         The parties acknowledge that the services to be rendered hereunder by
Employee are special, unique and of extraordinary character, and that in the
event of a breach or a threatened breach of Employee of any of Employee's
obligations under this Agreement, Employer will not have an adequate remedy at
law. Accordingly, in the event of any breach or threatened breach of Employee,
Employer shall be entitled to such equitable and injunctive relief as may be
available to restrain Employee and any business, firm, partnership, individual,
corporation or entity participating in the breach of this agreement. Nothing in
this agreement shall be construed as prohibiting Employer from pursing any other
remedies available at law or in equity for such breach or threatened breach,
including the recovery of damages and the immediate termination of the
employment of Employee under this Agreement.

9.       Notices

         All notices shall be in writing and shall be delivered personally
(including by courier), sent by facsimile transmission (with appropriate
documented receipt thereof), by overnight receipted courier service (such as UPS
or Federal Express) or sent by certified, registered or express mail, postage
prepaid, to the parties at their address set forth at the beginning of this
Agreement with Employer's copy being sent to Employer at its then principal
office. Any such notice shall be deemed given when so delivered personally, or
if sent by facsimile transmission, when transmitted, or, if mailed, forty-eight
(48) hours after the date of deposit in the mail. Any party may, by notice given
in accordance with this Section to the other party, designate another address or
person for receipt of notices hereunder. Copies of any notices to be given to
Employer shall be given simultaneously to: Hartman & Craven LLP, 460 Park
Avenue, New York, New York 10022, Attention: Edward I. Tishelman, Esq..

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10.      Miscellaneous

         (a) This Agreement shall be governed in all respects, including
         validity, construction, interpretation and effect, by New Jersey law,
         without giving effect to conflicts of laws. The parties hereby agree
         that any action, proceeding or claim arising out of, or relating in any
         way to, this Agreement shall be brought and enforced in the courts of
         the State of New Jersey or of the United States of America for New
         Jersey, and irrevocably submit to such jurisdiction, and waive any
         claim that such courts represent an inconvenient forum. Any process or
         summons to be served upon either party may be served by transmitting a
         copy thereof by registered or certified mail, return receipt requested,
         postage prepaid, addressed to such party at the address set forth
         hereinabove. Such mailing shall be deemed personal service and shall be
         legal and binding upon said party in any action, proceeding or claim.

         (b) This Agreement may be amended, superseded, canceled, renewed or
         extended, and the terms hereof may be waived, only by a written
         instrument signed by authorized representatives of the parties or, in
         the case of a waiver, by an authorized representative of the party
         waiving compliance. No such written instrument shall be effective
         unless it expressly recites that it is intended to amend, supersede,
         cancel, renew or extend this Agreement or to waive compliance with one
         or more of the terms hereof, as the case may be. No delay on the part
         of any party in exercising any right, power or privilege hereunder
         shall operate as a waiver thereof, nor shall any waiver on the part of
         any party of any such right, power or privilege, or any single or
         partial exercise of any such right, power or privilege, preclude any
         further exercise thereof or the exercise of any other such right, power
         or privilege. The rights and remedies herein provided are cumulative
         and are not exclusive of any rights or remedies that any party may
         otherwise have at law or in equity.

         (c) In view of Employer's need and desire to maintain a proper working
         environment with suitable demeanor of its employees and in light of
         Employer's sensitivity to the views of its customers and potential
         customers and to regulatory bodies having jurisdiction over Employer's
         business activities, Employer has instituted a policy of requiring
         employees to be subject to, at Employer's sole reasonable discretion,
         alcohol and drug testing procedures and requirements. Employee
         specifically consents to the same, agrees to be subject to whatever
         procedures may now or hereinafter be put in place covering such testing
         and understands and agrees that Employee's consent to this is a
         material inducement to Employer to enter into this agreement and to
         provide for the employment of Employee hereunder.

         (d) If any provision or any portion of any provision of this Agreement
         or the application of any such provision or any portion thereof to any
         person or circumstance, shall be held invalid or unenforceable, the
         remaining portion of such provision and the remaining provisions of
         this Agreement, or the application of such provision or portion of such
         provision as is held invalid or unenforceable to persons or
         circumstances other than

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         those as to which it is held invalid or unenforceable, shall not be
         affected thereby and such provision or portion of any provision as
         shall have been held invalid or unenforceable shall be deemed limited
         or modified to the extent necessary to make it valid and enforceable;
         in no event shall this Agreement be rendered void or unenforceable.

         (e) The headings to the Sections of this Agreement are for convenience
         of reference only and shall not be given any effect in the construction
         or enforcement of this Agreement.

         (f) This Agreement shall inure to the benefit of and be binding upon
         the successor and assigns of Employer, but no interest in this
         Agreement shall be transferable in any manner by Employee.

         (g) This Agreement constitutes the entire agreement and understanding
         between the parties and supersedes all prior discussions, agreements
         and undertakings, written or oral, of any and every nature with respect
         thereto.

         (h) This Agreement may be executed by the parties hereto in separate
         counterparts which together shall constitute one and the same
         instrument.

         (i) In the event of the termination or expiration of this Agreement,
         the provisions of Sections 6, 7, 8 and 10 hereof shall remain in full
         force and effect, in accordance with their respective terms.

         IN WITNESS WHEREOF, this Agreement has been executed as of the date
stated at the beginning of this Agreement.


                                                M.H. MEYERSON & CO., INC.


                                           By:  /s/ Martin H. Meyerson
                                                -------------------------------



                                                /s/  Eugene M.Whitehouse
                                                -------------------------------
                                                Employee - Eugene M. Whitehouse





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