<PAGE>





NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE
HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREUNDER AND IN
COMPLIANCE WITH APPLICABLE STATE SECURITIES OR BLUE SKY LAWS.


                             STOCK PURCHASE WARRANT


                 To Purchase 1,000,000 Shares of Common Stock of

                            M.H. MEYERSON & CO., INC.

                  THIS CERTIFIES that, for value received, John P. Leighton (the
"Holder") is entitled, upon the terms and subject to the limitations on exercise
and the conditions hereinafter set forth, at any time on or after the date
hereof (the "Initial Exercise Date") and on or prior to the close of business on
January 14, 2008 (the "Termination Date") but not thereafter, to subscribe for
and purchase from M.H. MEYERSON & CO., INC., a corporation incorporated in the
State of New Jersey (the "Company"), up to 1,000,000 shares (the "Warrant
Shares") of common stock, $0.01 par value, of the Company (the "Common Stock").
The purchase price of one share of Common Stock (the "Exercise Price") under
this Warrant shall be $.40. The Exercise Price and the number of shares for
which the Warrant is exercisable shall be subject to adjustment as provided
herein. In the event of any conflict between the terms of this Warrant and the
Employment Agreement, dated as of January 14, 2003, pursuant to which this
Warrant has been issued (the "Employment Agreement"), this Stock Purchase
Warrant shall control.

         1. Title to Warrant. Prior to the Termination Date and subject to
compliance with applicable laws, this Warrant and all rights hereunder are
transferable, in whole or in part, at the office or agency of the Company by the
Holder hereof in person or by duly authorized attorney, upon surrender of this
Warrant together with the Assignment Form annexed hereto properly endorsed.

         2. Authorization of Shares. The Company covenants that all shares of
Common Stock which may be issued upon the exercise of the purchase rights
represented by this Warrant will, upon exercise of the purchase rights
represented by this Warrant, be duly authorized, validly issued, fully paid and
nonassessable and free from all taxes, liens and charges in respect of the issue
thereof (other than taxes in respect of any transfer occurring contemporaneously
with such issue).

         3.       Vesting of Warrant:

                   The Stock Purchase Warrant shall vest and become exercisable
as to the number of


<PAGE>


shares of Common Stock listed in the chart below if the First
Milestone, Second Milestone and/or Third Milestone (as such terms are
hereinafter defined) are met:

<TABLE>
<CAPTION>
                  Milestone                       No. of Shares of Common Stock
                  ---------                       -----------------------------
<S>                                               <C>
                  First Milestone                 333,333
                  Second Milestone                333,333
                  Third Milestone                 333,334
</TABLE>

                  For purposes of the Stock Purchase Warrant, the First
Milestone, Second Milestone and Third Milestone are defined as follows:

                  (a)      For the period commencing February 1, 2003 and ending
                           July 31, 2003, the Company must achieve Pre-tax
                           Earnings of Five Hundred Thousand Dollars ($500,000)
                           (the "First Milestone");

                  (b)      For the period commencing August 1, 2003 and ending
                           January 31, 2004, the Company must achieve Pre-tax
                           Earnings of One Million Dollars ($1,000,000) (the
                           "Second Milestone");

                  (c)      For the period commencing February 1, 2004 and ending
                           July 31, 2004, the Company must achieve Pre-tax
                           Earnings of One Million Five Hundred Thousand Dollars
                           ($1,500,000) (the "Third Milestone").

                  For purposes of the Stock Purchase Warrant, the term "Pre-tax
Earnings" shall mean the Company's "Income before income taxes" as reflected in
the Company's periodic filings with the Securities and Exchange Commission (the
"SEC").

                  Each Milestone is an independent Milestone and must be
satisfied separately. That is, if the First Milestone is not met, vesting of the
shares of Common Stock allocated to such First Milestone cannot be recovered
based on the results for the Second or Third Milestone. Furthermore, results
achieved during the period comprising the First Milestone shall not be counted
towards the Second Milestone. For example, if for the period comprising the
First Milestone Pre-tax Earnings are Four Hundred Thousand Dollars ($400,000),
the First Milestone has not been met. In order to meet the Second Milestone, the
Company must have Pre-tax Earnings of One Million Dollars ($1,000,000) during
the period comprising the Second Milestone, without including the Four Hundred
Thousand Dollars ($400,000) achieved during the First Milestone.

                  Notwithstanding the Company's failure to meet the First
Milestone or Second Milestone, if such failure occurs, if at any time during the
period commencing February 1, 2003 and ending July 31, 2004, the Company's
Pre-tax Earnings as reflected in the Company's periodic filings with the SEC
aggregate Three Million Dollars ($3,000,000), the Stock Purchase Warrant shall
be accelerated and fully vested.

                  Determination of whether a particular Milestone or other
Pre-tax Earnings target has been met shall be made by the Company's auditors.
The auditors, after conducting such review as shall be deemed necessary, will
verify in writing whether or not the Milestone or other Pre-tax Earnings target
has been met.

                  Notwithstanding anything to the contrary contained in the
foregoing, the Stock



                                       2



<PAGE>


Purchase Warrant shall be accelerated and fully vested in the event of a Change
of Control. For purposes of the Stock Purchase Warrant, a "Change in Control" of
the Company shall be deemed to have occurred if (i) any person, entity or group
of persons or entities acting in concert, excluding any officer or director of
the Company or any person or entity that directly, or indirectly through one or
more intermediaries, controls or is controlled by, or is under common control
with any officer or director of the Company (collectively, a "Third Person")
becomes the beneficial owners of 50% or more of the then outstanding shares of
Common Stock of the Company, (ii) any Third Person holds revocable or
irrevocable proxies entitling them to vote 50% or more of the then outstanding
shares of the Company's Common Stock (other than the persons named as proxies in
any Proxy Statement prepared by management of the Company in connection with an
annual or special meeting of stockholders called by an officer or the Board of
Directors), (iii) a merger, sale of substantially all the assets of the Company,
share exchange, consolidation or other business combination (as defined in the
New Jersey Business Corporation Law) of the Company and any other Third Person,
as a result of which the Company's Common Stock becomes exchangeable for other
securities or property or cash, or (iv) if a majority of the members of the
Board of Directors is replaced during any 12?month period between the Initial
Exercise Date and the Termination Date but only if the directors who replace
such majority have not been elected either by the remaining members of the Board
of Directors or by the stockholders of the Company.

                   The Holder acknowledges that this Warrant shall be null and
void if shareholder approval for the issuance hereof is not obtained at the
Company's next Annual Meeting of Shareholders. In the event such approval is not
so obtained, the Company and the Holder will agree upon alternative compensation
within thirty (30) days of the holding of such Annual Meeting. If the Company
and the Holder cannot agree on the alternative compensation within such time
period, the matter shall be submitted to arbitration in accordance with Section
17(a) for a final determination.

         4.       Exercise of Warrant.

                  (a)      Subject to the vesting provisions of Section 3
                           hereof, exercise of the purchase rights represented
                           by this Warrant may be made at any time or times on
                           or after the Initial Exercise Date, and before the
                           close of business on the Termination Date by the
                           surrender of this Warrant and the Notice of Exercise
                           annexed hereto duly executed, at the office of the
                           Company (or such other office or agency of the
                           Company as it may designate by notice in writing to
                           the registered Holder hereof at the address of such
                           Holder appearing on the books of the Company) and
                           upon payment of the Exercise Price of the shares
                           thereby purchased by wire transfer or cashier's check
                           drawn on a United States bank, the Holder of this
                           Warrant shall be entitled to receive a certificate
                           for the number of shares of Common Stock so
                           purchased. Certificates for shares purchased
                           hereunder shall be delivered to the Holder hereof
                           within three (3) Business Days ("Business Days")
                           after the date on which this Warrant shall have been
                           exercised as aforesaid. This Warrant shall be deemed
                           to have been exercised and such certificate or
                           certificates shall be deemed to have been issued, and
                           Holder or any other person so designated to be named
                           therein shall be deemed to have become a holder of
                           record of such shares for all purposes, as of the
                           date the Warrant has been exercised by payment to the
                           Company of the Exercise Price and all taxes required
                           to be paid by Holder, if any, pursuant to Section 6
                           prior to the issuance of such shares, have been paid.
                           For purposes of the Stock Purchase Warrant, the term
                           "Business Day" means any day other than a Saturday,
                           Sunday or other day on which banks in New York City
                           are authorized to close.

                                       3
<PAGE>

                  (b)      If this Warrant shall have been exercised in part,
                           the Company shall, at the time of delivery of the
                           certificate or certificates representing Warrant
                           Shares, deliver to Holder a new Warrant evidencing
                           the rights of Holder to purchase the unpurchased
                           shares of Common Stock called for by this Warrant,
                           which new Warrant shall in all other respects be
                           identical with this Warrant.

         5. No Fractional Shares or Scrip. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of this
Warrant. As to any fraction of a share which Holder would otherwise be entitled
to purchase upon such exercise, the Company shall pay a cash adjustment in
respect of such final fraction in an amount equal to the Exercise Price.

         6. Charges, Taxes and Expenses. Issuance of certificates for shares of
Common Stock upon the exercise of this Warrant shall be made without charge to
the Holder hereof for any issue or transfer tax or other incidental expense in
respect of the issuance of such certificates, all of which taxes and expenses
shall be paid by the Company, and such certificates shall be issued in the name
of the Holder of this Warrant or in such name or names as may be directed by the
Holder of this Warrant; provided, however, that in the event certificates for
shares of Common Stock are to be issued in a name other than the name of the
Holder of this Warrant, this Warrant when surrendered for exercise shall be
accompanied by the Assignment Form attached hereto duly executed by the Holder
hereof; and the Company may require, as a condition thereto, the payment of a
sum sufficient to reimburse it for any transfer tax incidental thereto.

         7. Closing of Books. The Company will not close its stockholder books
or records in any manner which prevents the timely exercise of this Warrant.

         8. Transfer, Division and Combination.

                  (a)      Subject to compliance with any applicable securities
                           laws, transfer of this Warrant and all rights
                           hereunder, in whole or in part, shall be registered
                           on the books of the Company to be maintained for such
                           purpose, upon surrender of this Warrant at the
                           principal office of the Company, together with a
                           written assignment of this Warrant substantially in
                           the form attached hereto duly executed by Holder or
                           its agent or attorney and funds sufficient to pay any
                           transfer taxes payable upon the making of such
                           transfer. Upon such surrender and, if required, such
                           payment, the Company shall execute and deliver a new
                           Warrant or Warrants in the name of the assignee or
                           assignees and in the denomination or denominations
                           specified in such instrument of assignment, and shall
                           issue to the assignor a new Warrant evidencing the
                           portion of this Warrant not so assigned, and this
                           Warrant shall promptly be cancelled. A Warrant, if
                           properly assigned, may be exercised by a new holder
                           for the purchase of shares of Common Stock without
                           having a new Warrant issued.

                  (b)      This Warrant may be divided or combined with other
                           Warrants upon presentation hereof at the aforesaid
                           office of the Company, together with a written notice
                           specifying the names and denominations in which new


                                       4

<PAGE>

                           Warrants are to be issued, signed by Holder or its
                           agent or attorney. Subject to compliance with Section
                           8(a), as to any transfer which may be involved in
                           such division or combination, the Company shall
                           execute and deliver a new Warrant or Warrants in
                           exchange for the Warrant or Warrants to be divided or
                           combined in accordance with such notice.

                  (c)      The Company shall prepare, issue and deliver at its
                           own expense (other than transfer taxes) the new
                           Warrant or Warrants under this Section 8.

                  (d)      The Company agrees to maintain, at its aforesaid
                           office, books for the registration and the
                           registration of transfers of the Warrants.

         9.       No Rights as Stockholder until Exercise. This Warrant does not
entitle the Holder hereof to any voting rights or other rights as a stockholder
of the Company prior to the exercise hereof. Upon the surrender of this Warrant
and the payment of the aggregate Exercise Price, the Warrant Shares so purchased
shall be and be deemed to be issued to such Holder as the record owner of such
shares as of the close of business on the later of the date of such surrender or
payment.

         10.      Loss, Theft, Destruction or Mutilation of Warrant. The Company
covenants that upon receipt by the Company of evidence reasonably satisfactory
to it of the loss, theft, destruction or mutilation of this Warrant certificate
or any stock certificate relating to the Warrant Shares, and in case of loss,
theft or destruction, of indemnity or security reasonably satisfactory to it
(which shall not include the posting of any bond), and upon surrender and
cancellation of such Warrant or stock certificate, if mutilated, the Company
will make and deliver a new Warrant or stock certificate of like tenor and dated
as of such cancellation, in lieu of such Warrant or stock certificate.

         11.      Saturdays, Sundays, Holidays, etc. If the last or appointed
day for the taking of any action or the expiration of any right required or
granted herein shall be a Saturday, Sunday or a legal holiday, then such action
may be taken or such right may be exercised on the next succeeding day not a
Saturday, Sunday or legal holiday.

         12.      Adjustments of Exercise Price and Number of Warrant Shares.

                  (a)      Stock Splits, etc. The number and kind of securities
                           purchasable upon the exercise of this Warrant and the
                           Exercise Price shall be subject to adjustment from
                           time to time upon the happening of any of the
                           following. In case the Company shall (i) pay a
                           dividend in shares of Common Stock or make a
                           distribution in shares of Common Stock to holders of
                           its outstanding Common Stock, (ii) subdivide its
                           outstanding shares of Common Stock into a greater
                           number of shares of Common Stock, (iii) combine its
                           outstanding shares of Common Stock into a smaller
                           number of shares of Common Stock or (iv) issue any
                           shares of its capital stock in a reclassification of
                           the Common Stock, then the number of Warrant Shares
                           purchasable upon exercise of this Warrant immediately
                           prior thereto shall be adjusted so that the Holder of
                           this Warrant shall be entitled to receive the kind
                           and number of



                                       5



<PAGE>



                           Warrant Shares or other securities of the Company
                           which he would have owned or have been entitled to
                           receive had such Warrant been exercised in advance
                           thereof. Upon each such adjustment of the kind and
                           number of Warrant Shares or other securities of the
                           Company which are purchasable hereunder, the Holder
                           of this Warrant shall thereafter be entitled to
                           purchase the number of Warrant Shares or other
                           securities resulting from such adjustment at an
                           Exercise Price per Warrant Share or other security
                           obtained by multiplying the Exercise Price in effect
                           immediately prior to such adjustment by the number of
                           Warrant Shares purchasable pursuant hereto
                           immediately prior to such adjustment and dividing by
                           the number of Warrant Shares or other securities of
                           the Company resulting from such adjustment. An
                           adjustment made pursuant to this paragraph shall
                           become effective immediately after the effective date
                           of such event retroactive to the record date, if any,
                           for such event.

                  (b)      Reorganization, Merger, Consolidation or Disposition
                           of Assets. In case the Company shall reorganize its
                           capital, merge or consolidate with or into another
                           corporation (where the Company is not the surviving
                           corporation or where there is a change in or
                           distribution with respect to the Common Stock of the
                           Company), or sell, transfer or otherwise dispose of
                           all or substantially all its property, assets or
                           business to another corporation and, pursuant to the
                           terms of such reorganization, merger, consolidation
                           or sale, transfer or disposition of assets, shares of
                           common stock of the successor or acquiring
                           corporation, or any cash, shares of stock or other
                           securities or property of any nature whatsoever
                           (including warrants or other subscription or purchase
                           rights) in addition to or in lieu of common stock of
                           the successor or acquiring corporation ("Other
                           Property"), are to be received by or distributed to
                           the holders of Common Stock of the Company, then
                           Holder shall have the right thereafter to receive,
                           upon exercise of this Warrant, the number of shares
                           of common stock of the successor or acquiring
                           corporation or of the Company, if it is the surviving
                           corporation, and Other Property receivable upon or as
                           a result of such reorganization, merger,
                           consolidation, sale, transfer or disposition of
                           assets by a Holder of the number of shares of Common
                           Stock for which this Warrant is exercisable
                           immediately prior to such event. In case of any such
                           reorganization, merger, consolidation, sale, transfer
                           or disposition of assets, the successor or acquiring
                           corporation (if other than the Company) shall
                           expressly assume the due and punctual observance and
                           performance of each and every covenant and condition
                           of this Warrant to be performed and observed by the
                           Company and all the obligations and liabilities
                           hereunder, subject to such modifications as may be
                           deemed appropriate (as determined in good faith by
                           resolution of the Board of Directors of the Company)
                           in order to provide for adjustments of shares of
                           Common Stock for which this Warrant is exercisable
                           which shall be as nearly equivalent as practicable to
                           the adjustments provided for in this Section 12. For
                           purposes of this Section 12, "common stock of the
                           successor or acquiring



                                       6


<PAGE>


                           corporation" shall include stock of such corporation
                           of any class which is not preferred as to dividends
                           or assets over any other class of stock of such
                           corporation and which is not subject to redemption
                           and shall also include any evidences of indebtedness,
                           shares of stock or other securities which are
                           convertible into or exchangeable for any such stock,
                           either immediately or upon the arrival of a specified
                           date or the happening of a specified event, and any
                           warrants or other rights to subscribe for or purchase
                           any such stock. The foregoing provisions of this
                           Section 12 shall similarly apply to successive
                           reorganizations, mergers, consolidations, sales,
                           transfers or dispositions of assets.

         13. Voluntary Adjustment by the Company. The Company may at any time
during the term of this Warrant, reduce the then current Exercise Price to any
amount and for any period of time deemed appropriate by the Board of Directors
of the Company.

         14. Notice of Adjustment. Whenever the number of Warrant Shares or
number or kind of securities or other property purchasable upon the exercise of
this Warrant or the Exercise Price is adjusted, as herein provided, the Company
shall promptly mail by registered or certified mail, return receipt requested,
to the Holder of this Warrant notice of such adjustment or adjustments setting
forth the number of Warrant Shares (and other securities or property)
purchasable upon the exercise of this Warrant and the Exercise Price of such
Warrant Shares (and other securities or property) after such adjustment, setting
forth a brief statement of the facts requiring such adjustment and setting forth
the computation by which such adjustment was made. Such notice, in the absence
of manifest error, shall be conclusive evidence of the correctness of such
adjustment.

         15.      Notice of Corporate Action.  If at any time:

                  (a)      the Company shall take a record of the holders of its
                           Common Stock for the purpose of entitling them to
                           receive a dividend or other distribution, or any
                           right to subscribe for or purchase any evidences of
                           its indebtedness, any shares of stock of any class or
                           any other securities or property, or to receive any
                           other right; or

                  (b)      there shall be any capital reorganization of the
                           Company, any reclassification or recapitalization of
                           the capital stock of the Company or any consolidation
                           or merger of the Company with, or any sale, transfer
                           or other disposition of all or substantially all the
                           property, assets or business of the Company to,
                           another corporation; or

                  (c)      there shall be a voluntary or involuntary
                           dissolution, liquidation or winding up of the
                           Company;

then, in any one or more of such cases, the Company shall give to Holder (i) at
least 30 days' prior written notice of the date on which a record date shall be
selected for such dividend, distribution, right to subscribe or right or for
determining rights to vote in respect of any such reorganization,
reclassification, recapitalization, consolidation, merger, sale, transfer,
disposition, dissolution, liquidation or winding up, and (ii) in the case of any
such reorganization,




                                       7



<PAGE>

reclassification, recapitalization, consolidation, merger, sale, transfer,
disposition, dissolution, liquidation or winding up, at least 30 days'
prior written notice of the date when the same shall take place. Such notice in
accordance with the foregoing clause also shall specify (i) the date on which
any such record is to be taken for the purpose of such dividend, distribution or
right, the date on which the holders of Common Stock shall be entitled to any
such dividend, distribution or right, and the amount and character thereof, and
(ii) the date on which any such reorganization, reclassification,
recapitalization, consolidation, merger, sale, transfer, disposition,
dissolution, liquidation or winding up is to take place and the time, if any
such time is to be fixed, as of which the holders of Common Stock shall be
entitled to exchange their shares of Common Stock for securities or other
property deliverable upon such disposition, dissolution, liquidation or winding
up. Each such written notice shall be sufficiently given if addressed to Holder
at the last address of Holder appearing on the books of the Company and
delivered in accordance with Section 17(d).

         16. Authorized Shares. The Company covenants that during the period the
Warrant is outstanding, it will reserve from its authorized and unissued Common
Stock a sufficient number of shares to provide for the issuance of the Warrant
Shares upon the exercise of any purchase rights under this Warrant. The Company
further covenants that its issuance of this Warrant shall constitute full
authority to its officers who are charged with the duty of executing stock
certificates to execute and issue the necessary certificates for the Warrant
Shares upon the exercise of the purchase rights under this Warrant. The Company
will take all such reasonable action as may be necessary to assure that such
Warrant Shares may be issued as provided herein without violation of any
applicable law or regulation, or of any requirements of the Principal Market
upon which the Common Stock may be listed. For purposes of the Stock Purchase
Warrant, "Principal Market" shall mean initially the Nasdaq National Market and
shall include the American Stock Exchange, Nasdaq National Market, the Nasdaq
SmallCap Market, the New York Stock Exchange or the OTC Bulletin Board if the
Company is listed and trades on such market or exchange.

             The Company shall not by any action, including, without
limitation, amending its certificate of incorporation or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, but will at all
times in good faith assist in the carrying out of all such terms and in the
taking of all such actions as may be necessary or appropriate to protect the
rights of Holder against impairment. Without limiting the generality of the
foregoing, the Company will (a) not increase the par value of any shares of
Common Stock receivable upon the exercise of this Warrant above the amount
payable therefore upon such exercise immediately prior to such increase in par
value, (b) take all such action as may be necessary or appropriate in order that
the Company may validly and legally issue fully paid and nonassessable shares of
Common Stock upon the exercise of this Warrant, and (c) use commercially
reasonable efforts to obtain all such authorizations, exemptions or consents
from any public regulatory body having jurisdiction thereof as may be necessary
to enable the Company to perform its obligations under this Warrant.

             Before taking any action which would result in an adjustment
in the number of shares



                                       8


<PAGE>


of Common Stock for which this Warrant is exercisable or in the Exercise Price,
the Company shall obtain all such authorizations or exemptions thereof, or
consents thereto, as may be necessary from any public regulatory body or bodies
having jurisdiction thereof.

         17.      Miscellaneous.

                  (a)      Jurisdiction. This Warrant shall be binding upon any
                           successors or assigns of the Company. This Warrant
                           shall constitute a contract under the laws of Jersey,
                           without regard to its conflict of law principles or
                           rules, and be subject to arbitration pursuant to the
                           terms set forth in the Employment Agreement.

                  (b)      Restrictions. The Holder hereof acknowledges that the
                           Warrant Shares acquired upon the exercise of this
                           Warrant, if not registered, will have restrictions
                           upon resale imposed by state and federal securities
                           laws.

                  (c)      Nonwaiver and Expenses. No course of dealing or any
                           delay or failure to exercise any right hereunder on
                           the part of Holder shall operate as a waiver of such
                           right or otherwise prejudice Holder's rights, powers
                           or remedies, notwithstanding all rights hereunder
                           terminate on the Termination Date. If the Company
                           willfully fails to comply with any provision of this
                           Warrant, the Company shall pay to Holder such amounts
                           as shall be sufficient to cover any costs and
                           expenses including, but not limited to, reasonable
                           attorneys' fees, including those of appellate
                           proceedings, incurred by Holder in collecting any
                           amounts due pursuant hereto or in otherwise enforcing
                           any of its rights, powers or remedies hereunder.

                  (d)      Notices. Any notice, request or other document
                           required or permitted to be given or delivered to the
                           Holder hereof by the Company shall be delivered in
                           accordance with the notice provisions of the
                           Employment Agreement.

                  (e)      Limitation of Liability. No provision hereof, in the
                           absence of affirmative action by Holder to purchase
                           shares of Common Stock, and no enumeration herein of
                           the rights or privileges of Holder hereof, shall give
                           rise to any liability of Holder for the purchase
                           price of any Common Stock or as a stockholder of the
                           Company, whether such liability is asserted by the
                           Company or by creditors of the Company.

                  (f)      Remedies. Holder, in addition to being entitled to
                           exercise all rights granted by law, including
                           recovery of damages, will be entitled to specific
                           performance of its rights under this Warrant. The
                           Company agrees that monetary damages would not be
                           adequate compensation for any loss incurred by reason
                           of a breach by it of the provisions of this Warrant
                           and hereby agrees to waive the defense in any action
                           for specific performance that a remedy at law would
                           be adequate.

                                       9

<PAGE>

                  (g)      Successors and Assigns. Subject to applicable
                           securities laws, this Warrant and the rights and
                           obligations evidenced hereby shall inure to the
                           benefit of and be binding upon the successors of the
                           Company and the successors and permitted assigns of
                           Holder. The provisions of this Warrant are intended
                           to be for the benefit of all Holders from time to
                           time of this Warrant and shall be enforceable by any
                           such Holder or holder of Warrant Shares.

                  (h)      Indemnification. The Company agrees to indemnify and
                           hold harmless Holder from and against any
                           liabilities, obligations, losses, damages, penalties,
                           actions, judgments, suits, claims, costs, reasonable
                           attorneys' fees, expenses and disbursements of any
                           kind which may be imposed upon, incurred by or
                           asserted against Holder in any manner relating to or
                           arising out of any failure by the Company to perform
                           or observe in any material respect any of its
                           covenants, agreements, undertakings or obligations
                           set forth in this Warrant; provided, however, that
                           the Company will not be liable hereunder to the
                           extent that any liabilities, obligations, losses,
                           damages, penalties, actions, judgments, suits,
                           claims, costs, attorneys' fees, expenses or
                           disbursements are found in a final non-appealable
                           judgment by a court to have resulted from Holder's
                           negligence, bad faith or willful misconduct in its
                           capacity as a stockholder or warrant holder of the
                           Company.

                  (i)      Amendment. This Warrant may be modified or amended or
                           the provisions hereof waived with the written consent
                           of the Company and the Holder.

                  (j)      Severability. Wherever possible, each provision of
                           this Warrant shall be interpreted in such manner as
                           to be effective and valid under applicable law, but
                           if any provision of this Warrant shall be prohibited
                           by or invalid under applicable law, such provision
                           shall be ineffective to the extent of such
                           prohibition or invalidity, without invalidating the
                           remainder of such provisions or the remaining
                           provisions of this Warrant.

                  (k)      Headings. The headings used in this Warrant are for
                           the convenience of reference only and shall not, for
                           any purpose, be deemed a part of this Warrant.

                  IN WITNESS WHEREOF, the Company has caused this Warrant to be
executed by its officer thereunto duly authorized.

Dated: January 14, 2003

                                           M.H. MEYERSON & CO., INC.

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

                                       10

<PAGE>



                               NOTICE OF EXERCISE

(To be executed by the Holder to exercise the right to purchase shares of Common
Stock under the foregoing Stock Purchase Warrant)

To M.H. MEYERSON & CO., INC.:

         In accordance with the Warrant enclosed with this Notice of Exercise,
the undersigned hereby irrevocably elects to purchase _____shares of common
stock, $0.01 par value per share, of M.H. MEYERSON & CO., INC. (the "Common
Stock") and encloses herewith $_______ in cash, certified or official bank check
or checks, which sum represents the aggregate Exercise Price (as defined in the
Stock Purchase Warrant) for the number of shares of Common Stock to which this
Notice of Exercise relates together with any applicable taxes payable by the
undersigned pursuant to the Stock Purchase Warrant.

         The undersigned requests the certificates for the shares of Common
Stock issuable upon this exercise in the name of ____________________________.

                         PEASE INSERT SOCIAL SECURITY OR
                            TAX IDENTIFICATION NUMBER


                        --------------------------------

-------------------------------------------------------------------------------
                         (Please print name and address)

         If the number of shares of Common Stock issuable upon this exercise
shall not be all of the shares of Common Stock which the undersigned is entitled
to purchase in accordance with the enclosed Stock Purchase Warrant, the
undersigned requests that a new Stock Purchase Warrant evidencing the right to
purchase the shares of Common Stock not issuable pursuant to the exercise
evidenced hereby be issued in the name of and delivered to:


-------------------------------------------------------------------------------
                         (Please print name and address)

Dated:_____________                   Name of Holder:

                                      --------------------------------------
                                      (Print)
                                      By:
                                         -----------------------------------
                                      Name:
                                      Title:

(Signature must conform in all respects to name of holder as specified on the
face of the Stock Purchase Warrant)

                                       11

<PAGE>

                                 ASSIGNMENT FORM

(To be executed by the registered holder if such holder desires to transfer the
attached Stock Purchase Warrant.)

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto _____________, having an address at _____________________________, the
attached Stock Purchase Warrant to the extent of the right to purchase
____________shares of Common Stock, $0.01 par value per share, of M.H. MEYERSON
& CO., INC. (the "Company"), together with all right, title, and interest
therein, and does hereby irrevocably constitute and appoint ____________________
as attorney to transfer such Stock Purchase Warrant on the books of the Company,
with full power of substitution.

Dated:_________________


                                            ----------------------------
                                            Print name of holder of Warrant
                                            By:
                                            Name:
                                            Title:


                                     NOTICE

         The signature on the foregoing Assignment must correspond to the name
as written upon the face of this Stock Purchase Warrant in every particular,
without alteration or enlargement or any change whatsoever.


                                       12