EMPLOYMENT AGREEMENT

This AGREEMENT, made as of _____, 1996, by and between 
RYAN, BECK 
& CO., INC., a corporation organized under the laws of the 
State of New 
Jersey, with its principal office at 80 Main Street, West Orange, 
New Jersey  
07052 (hereinafter the "Company"), and MATTHEW R. 
NAULA whose 
address is 42 Glenview  Drive, West Orange, New Jersey  
07052 (hereinafter 
the "Executive").

W I T N E S S E T H:

WHEREAS, the Executive is currently serving as an Executive 
Vice President 
of the Company; and

WHEREAS, the Company desires that the Executive continue 
his employment 
with the Company, and the Executive desires to continue his 
employment 
relationship in such a position; 
NOW, THEREFORE, in consideration of the premises and the 
mutual 
covenants herein set forth, the parties agree as follows:

Employment and Duties.

(a) The Company shall continue to employ the Executive, 
during the term   of 
this Agreement and subject to the terms and conditions 
contained herein, as an 
Executive Vice President. The Executive shall perform such 
duties and services 
as may from time to time be determined and assigned to the 
Executive by the 
Chief Executive Officer or the Board of Directors of the 
Company.

(b) If elected or appointed as a corporate officer and/or director 
of the 
Company, the Executive shall also perform such duties and 
services as are 
prescribed for such position in the By-Laws of the Company 
and such 
additional related duties and services as may from time to time 
be determined 
and assigned to him by the Board of Directors.

(c) The Executive shall devote sufficient time, attention, and 
energies to 
properly perform his duties and services under this Agreement 
(allowing for 
reasonable vacation periods as established by the personnel 
policies of the 
Board of Directors) and shall not during the term of this 
Agreement be engaged 
in any other business activity which will impair his ability to 
properly perform 
his duties and services hereunder.  

(d) The Executive agrees that he will not, without the prior 
approval of the 
Board of Directors, undertake any activity or position of 
responsibility (i) which 
conflicts with or competes with the business of Company; or (ii) 
whether or not 
it is related to the business of the Company, which will 
materially inhibit the 
performance of his duties hereunder.


1. Term.

The Executive's employment under this Agreement shall 
commence as of 
January 1, 1997 and, subject to the provisions herein regarding 
resignation, 
termination with or without cause, death, disability, and 
liquidation (the 
"Termination Provisions"), shall continue for an indefinite term.

2. Compensation.

(a) During the term of this Agreement, subject to the 
Termination Provisions, 
the Executive shall be entitled to receive, in equal bi-weekly 
installments, an 
amount equal to $187,500 per annum as advance  payments (a 
"Draw") against 
the aggregate commissions payable to the Executive with 
respect to the sale of 
securities and other financial products by the Executive, 
calculated based on 
sales by the Executive within a twelve (12) month period 
commencing 
December 31 and ending November 30 (the "Commission 
Year").  The 
aggregate commissions payable during any Commission Year 
are hereinafter 
referred to as the "Commissions".

(b) Notwithstanding the actual amount of any such 
Commissions, $120,000 of 
such Draw shall be guaranteed to the Executive and the 
Company shall not be 
entitled to any reimbursement with respect thereto. To the 
extent that the 
Commissions payable to the Executive with respect to any 
Commission Year 
exceed $90,000 (the "Excess Commissions"), any such Excess 
Commissions up 
to an amount equal to $67,500 shall be credited against the 
Draw.  To the 
extent that the credit with respect to such Excess Commissions 
is less than 
$67,500, the difference between $67,500 and the amount of 
such credit shall be 
payable to the Company on or before December 31 following 
the close of a 
Commission Year (the "Settlement Date"); provided, however, 
that the 
Company may, but is not obligated to, permit such difference to 
deducted from 
any future Draw. To the extent that any such Excess 
Commissions exceed the 
amount of $67,500, the difference between the amount of such 
Excess 
Commissions and $67,500 shall be payable to the Executive on 
or before the 
Settlement Date. 

3. Death of the Executive.

(a) In the event of the Executive's death during the term of this 
Agreement, the 
Company shall pay to the Executive's designated beneficiary, or 
if no 
beneficiary has been designated then to the Executive's estate, in 
addition to the 
salary earned by the Executive but unpaid as of the date of 
death, the amount of 
$150,000.  Said amount shall be paid in a lump sum, within 
thirty (30) days 
after the date of death.

(b) The Executive's entitlement to the accrual of profit-sharing 
under the 
Company's profit-sharing plan shall terminate upon his death.  
Any unpaid 
profit-sharing benefits to which the Executive is entitled at the 
time of his death 
shall be paid to the Executive's designated beneficiary or estate 
no later than 
one (1) month following the Executive's death.

4. Disability of the Executive.

(a) If the Executive is unable to perform his regular duties and 
services by 
reason of illness or incapacity for a period of up to six (6) 
months, the 
Company shall continue to pay his salary at his then current rate 
during such 
period of illness or incapacity, less the amount of any disability 
insurance 
benefits paid directly to the Executive from any policy or 
policies the premiums 
for which have been paid by the Company.

(b) If the Executive's disability continues for more than six (6) 
months, the 
Executive's employment under this Agreement shall terminate, 
and the 
Company shall assign to the Executive at no cost to him all 
rights which the 
Company may then have in any disability income insurance 
policies on the 
Executive, which shall become the property of the disabled 
Executive.

(i) If such termination occurs and the Executive is receiving 
disability income 
from such insurance policies, then the Company shall pay 
severance pay to the 
Executive in the amount of $150,000, provided he executes a 
notice of 
resignation from any position(s) he holds with the Company, a 
confidentiality 
agreement, and a mutual release with the Company (concerning 
its subsidiaries 
and affiliates, and its present and former officers, directors, and 
employees), in 
the form attached hereto with blanks appropriately completed.  
Such severance 
pay shall be paid in a lump sum, within thirty (30) days after the 
effective date 
of termination.

(ii) If such termination occurs but the Executive shall not be 
receiving, or shall 
not be eligible to receive, disability income from insurance 
policies provided by 
or through the Company, then the Company shall continue to 
pay 
compensation to the Executive at a per annum rate of $75,000, 
for an 
additional period of six (6) months.   Following the end of such 
additional six 
(6) month period, the Company shall pay severance pay to the 
Executive in the 
amount of $150,000, provided he executes a notice of 
resignation from any 
position(s) he holds with the Company, a confidentiality 
agreement, and a 
mutual release with the Company (concerning its subsidiaries 
and affiliates, 
and its present and former officers, directors and employees), in 
the form 
attached hereto with blanks appropriately completed.  Such 
severance pay shall 
be paid in a lump sum, within thirty (30) days after the date of 
the end of the 
term of the Agreement.

(c) If within three (3) months after returning to full-time 
employment from a 
period of disability of less than six (6) months' duration, the 
Executive again 
becomes disabled, the subsequent disability shall be considered 
as part of the 
original disability for the purpose of calculating the maximum 
six (6) month 
period during which the Executive's employment shall be 
continued while he is 
disabled.

(d) The parties agree that the within provisions will serve as 
general guidance 
in situations not specifically contemplated hereby and the 
Company reserves 
the right to review each occurrence of disability on a case-by-
case basis to 
determine in its discretion the applicability of the policy to 
situations where, for 
example, the Executive is partially disabled or has multiple 
periods of 
disability.

(e) If the Company and the Executive disagree as to the 
Executive's status of 
disability or fitness and there is in force a disability income 
insurance policy on 
Executive (whether paid for by the Executive or the Company), 
then the 
Executive shall be deemed to be disabled for purposes of this 
Agreement if any 
such policy pays benefits because of the Executive's disability.  
If no such 
insurance is in force and there is a disagreement, the Executive 
shall be 
examined by a physician appointed jointly by a physician for the 
Company and 
a physician for the Executive, and the decision of such physician 
jointly chosen 
shall be binding upon the Company and the Executive.  The fees 
and expenses 
of the physician so jointly selected shall be paid by the 
Company.  In the event 
that the physician for the Company and the Executive cannot 
mutually agree on 
an examining physician, then such physician shall be chosen by 
the Essex 
County (New Jersey) Medical Society.  The fees and expenses 
of the physician 
so chosen shall be paid by the Company.

(f) The Executive agrees to submit annually, at the request of 
the Company, to a 
general physical examination to be conducted at the Company's 
expense by a 
physician acceptable to the Company and the Executive.  The 
Executive further 
agrees to authorize said physician to release medical 
information to the Board 
of Directors if, in the opinion of the physician, the physical 
examination reveals 
a condition relevant to the performance by the Executive of his 
duties under 
this Agreement.

5. Termination and Severance Pay.

This Agreement may be terminated during its term as follows:

(a) Voluntary Resignation.

(i) The Executive may terminate this Agreement without cause 
by voluntary 
resignation upon thirty (30) days' written notice to the 
Company.

(ii) In that event, the Company shall pay severance pay to the 
Executive in the 
amount of $150,000.  Such severance pay shall be paid in a 
lump sum, within 
thirty (30) days after the effective date of termination of the 
Executive's 
employment.

(iii) In the event of such voluntary resignation, the Executive's 
entitlement to 
the accrual of profit-sharing under the Company's profit-sharing 
plan shall 
terminate upon the effective date of termination of the 
Executive's employment.  
Any unpaid profit-sharing benefits to which the Executive is 
entitled as of such 
date shall be paid to the Executive no later than one (1) month 
thereafter.

(iv) Following such termination of the Executive's employment, 
the Company 
shall continue indefinitely to provide to the Executive all 
medical benefits to 
which he would be entitled if he were still an employee of the 
Company, upon 
the same terms and conditions as such benefits are provided to 
other employees 
of the Company and subject to any changes in the terms and 
conditions of such 
benefits as the Company may institute from time to time; 
provided, however, 
that the provision of such benefits shall cease upon the 
occurrence of either (A) 
the liquidation of the Company, or (B) the Executive's 
employment by another 
company or other business organization (not including, 
however, self-
employment) which provides medical benefits for which the 
Executive is 
eligible.

(b) Involuntary Termination Without Cause.

(i) The Company may terminate this Agreement without cause 
upon thirty (30) 
days' written notice to the Executive.

(ii) In that event, the Company shall pay severance pay to the 
Executive in the 
amount of $150,000.  Such severance pay shall be paid in a 
lump sum, within 
thirty (30) days after the effective date of termination.

(iii) In the event of such termination, the Executive's entitlement 
to the accrual 
of profit-sharing under the Company's profit-sharing plan shall 
terminate upon 
the effective date of termination.  Any unpaid profit-sharing 
benefits to which 
the Executive is entitled as of such date shall be paid to the 
Executive no later 
than one (1) month thereafter.

(iv) Following such termination of the Executive's employment, 
the Company 
shall continue indefinitely to provide the Executive all medical 
benefits to 
which he would be entitled if he were still an employee of the 
Company, upon 
the same terms and conditions as such benefits are provided to 
other employees 
of the Company and subject to any changes in the terms and 
conditions of such 
benefits as the Company may institute from time to time; 
provided, however, 
that the provision of such benefits shall cease upon the 
occurrence of either (A) 
the liquidation of the Company, or (B) the Executive's 
employment by another 
company or other business organization (not including, 
however, self-
employment) which provides medical benefits for which the 
Executive is 
eligible.

(c) Involuntary termination for cause.

(i) In the event that the Executive engages in willful misconduct 
or gross 
negligence in his performance of the services contemplated by 
this Agreement, 
or engages in conduct which is otherwise materially detrimental 
to the 
Company's interest, including but not limited to the commission 
of a felony or 
perpetration of a common law fraud, the Company may 
terminate this 
Agreement for cause by giving written notice to the Executive 
stating that it is 
the Company's intention to terminate the Agreement effective 
immediately, and 
the Agreement shall so terminate.

(ii) In that event, the Company shall pay severance pay to the 
Executive in the 
amount of $75,000.  Such severance pay shall be paid in a lump 
sum, within 
thirty (30) days after the effective date of termination.

(iii) In the event of such termination, the Executive's entitlement 
to the accrual 
of profit-sharing under the Company's profit-sharing plan shall 
terminate upon 
the effective date of termination.  Any unpaid profit-sharing 
benefits to which 
the Executive is entitled as of such date shall be paid to the 
Executive no later 
than one (1) month thereafter.

(iv) Following such termination of the Executive's employment, 
the Company 
shall continue to provide such medical and other benefits to 
Executive as it is 
required by law to provide and such other benefits as called for 
pursuant to the 
Company's then current plans and policies, if any.

(d) Liquidation of the Company.

(i) In the event that the Board of Directors votes to liquidate 
the Company, the 
Executive shall not be guaranteed employment with the 
Company for more 
than one (1) month from the date of the vote to liquidate the 
Company, and his 
employment and this Agreement shall terminate after said one 
(1) month, 
unless the Board of Directors decides that the Executive's 
employment should 
be continued to assist in the orderly liquidation of the Company, 
in which case 
the Executive's employment shall continue subject to 
termination at any time 
thereafter by the Board of Directors.  In no event shall any such 
continuation 
extend for a period of more than four (4) months from the date 
of the vote to 
liquidate.

(ii) When the Executive's employment is terminated as a result 
of the 
liquidation of the Company, the Company shall pay severance 
pay to the 
Executive in the amount of $150,000.  Such severance pay shall 
be paid in a 
lump sum on the effective date of termination.

(e) Notice of Resignation.  Notwithstanding anything contained 
herein to the 
contrary, the right of the Executive to receive any payment or 
benefit under this 
Section 6 shall be conditioned upon the execution by the 
Executive of (i) a 
notice of resignation from any position(s) he holds with the 
Company, 
including, without limitation, as a member of the Board and (ii)  
a 
confidentiality agreement and a mutual release with the 
Company (concerning 
its subsidiaries and affiliates, and its present and former officers, 
directors, and 
employees), each in the form attached hereto with blanks 
appropriately 
completed,

6. Notice.

Any notice to be given by either party under this Agreement 
shall be in writing, 
mailed by certified mail with return receipt requested, and 
addressed to the 
other party at the address stated herein or such other address as 
may 
subsequently have been furnished by such other party in writing.  
Any such 
notice shall be deemed to have been given on the date of 
mailing.  Notices to 
the Company shall be sent to its National 
Headquarters/Northeast at:

80 Main Street
West Orange, New Jersey 07052;

and notices to the Executive shall be sent to him at:

42 Glenview Drive
West Orange, New Jersey 07052.

7. Governing Law.

This Agreement has been executed and delivered in the State of 
New Jersey and 
shall in all respects be governed by and construed and enforced 
in accordance 
with the laws of New Jersey, including all matters of 
construction, validity, and 
performance.

8. Entire Agreement.

This Agreement constitutes the entire agreement of the parties 
with respect to 
the Executive's employment and his compensation therefor, 
specifically 
superseding all prior employment agreements between the 
Executive and the 
Company and any modifications thereof prior to the date of this 
Agreement; 
provided, however, that this Agreement shall not limit or in any 
way affect the 
rights, duties, or obligations that the Executive may have under 
any benefit 
plan of the Company, including, but not limited to, any pension 
plan, profit-
sharing plan, or medical or health plan, except as may 
specifically be set forth 
herein.


9. Modifications, etc.

No modification, amendment, or waiver of any of the provisions 
of this 
Agreement shall be effective unless in writing specifically 
referring to this 
Agreement and signed by both parties.

10. Enforcement of Agreement.

The failure of either party at any time to enforce any of the 
provisions of this 
Agreement or to require performance by the other party of any 
of the provisions 
hereof shall not operate as or be construed as a waiver of such 
provisions or to 
affect either the validity of this Agreement, or any part hereof, 
or the right of 
either party thereafter to enforce each and every provision in 
accordance with 
the terms of this Agreement.

11. Severability.

The invalidity or unenforceability of any particular provision of 
this Agreement 
shall not affect the other provisions hereof, and this Agreement 
shall be 
construed in all respects and to the fullest extent permitted by 
law as if such 
invalid or unenforceable provision were omitted.

12. Binding Agreement; Assignment.

This Agreement shall be binding upon and shall inure to the 
benefit of the 
Company and any legal successor to the Company shall be 
deemed to be 
substituted for the Company under the provisions hereof.

This Agreement shall also be binding upon and shall inure to the 
benefit of the 
Executive, his heirs, executors, legal representatives and 
assigns.

Other than as set forth above in this Section 13, neither the 
Company nor 
Executive shall have the right to assign its or his obligations or 
duties 
hereunder.  However, notwithstanding anything to the contrary 
contained in 
Section 6 hereof, in the event that the Company proposes to 
Executive, in 
connection with a sale of all or a substantial portion of the 
assets of the 
Company to an entity with tangible net equity equal to or 
greater than that of 
the Company as of such date, that the Executive consent to the 
assignment of 
the Company's obligations and duties hereunder (and the right 
to Executive's 
services hereunder) to such Purchaser, and Executive does not 
give such 
consent, then the Company shall have the right in its discretion, 
effective upon 
the consummation of the above-referenced sale, to terminate 
this Agreement.  If 
the Company so terminates, the Executive shall have such rights 
as provided 
for in Section 6(d) above.

13. Arbitration.

Any claims, controversies, demands, disputes or differences 
between or among 
the parties hereto or any persons bound hereby arising out of, 
or by virtue of, or 
in connection with, or otherwise relating to this Agreement shall 
be submitted 
to and settled by arbitration conducted in Newark, New Jersey 
before one or 
three arbitrators, each of whom shall be knowledgeable in the 
fields of 
employment law and investment banking.  Such arbitration shall 
otherwise be 
conducted in accordance with the rules then obtaining of the 
American 
Arbitration Association.  The parties hereto agree to share 
equally the 
responsibility for all fees of the arbitrators  (provided, however, 
that the 
successful party shall be entitled to reimbursement of fees and 
expenses from 
the losing party in an amount not to exceed $50,000), abide by 
any decision 
rendered as final and binding, and waive the right to appeal the 
decision or 
otherwise submit the dispute to a court of law for a jury or non-
jury trial.  The 
parties hereto specifically agree that neither party may appeal or 
subject the 
award or decision of any such arbitrator(s) to appeal or review 
in any court of 
law or in equity or by any other tribunal, arbitration system or 
otherwise.  
Judgement upon any award granted by such an arbitrator(s) 
may be enforced in 
any court having jurisdiction thereof.	     

IN WITNESS WHEREOF, the parties have caused this 
Agreement to be 
executed by their duly authorized representatives on the day and 
date first 
above written.


ATTEST:						RYAN, 
BECK & 
CO., INC.


By:/s/Allen S. Greene
ALLEN S. GREENE, President and 	Chief Executive Officer

WITNESS:

MATTHEW R. NAULA

DESIGNATION OF BENEFICIARY

For purposes of the payment of death benefits in accordance 
with paragraph 4 
of the within Amended and Restated Employment Agreement, I 
hereby 
designate __________________ as my beneficiary to receive 
such payments, 
subject to any conditions imposed by law.


WITNESS:

MATTHEW R. NAULA

DATED: