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                                                                   EXHIBIT 10.24

THIS WARRANT AND THE COMMON STOCK OF SUMMIT BROKERAGE SERVICES, INC., (THE
"COMPANY") ISSUABLE UPON CONVERSION HEREOF (UNTIL SUCH TIME AS SUCH COMMON STOCK
IS REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR ANY OTHER SECURITIES STATUTE, AND NO SALE, TRANSFER,
OR OTHER DISPOSITION OF ANY INTEREST HEREIN MAY BE MADE UNLESS, IN THE WRITTEN
OPINION OF COUNSEL TO THE COMPANY, SUCH TRANSFER WOULD NOT VIOLATE OR REQUIRE
REGISTRATION UNDER ANY SUCH STATUTE.

                                     WARRANT
                           To Purchase Common Stock of
                         SUMMIT BROKERAGE SERVICES, INC.

         This is to certify that, for value received, _______________, (together
with his successors and permitted assigns, "HOLDER"), is entitled to purchase
from Summit Brokerage Services, Inc., a Florida corporation (the "COMPANY"), at
any time and from time to time beginning March 19, 2003 and ending at 5 P.M.
local time on March 18, 2008, ___________ shares (the "WARRANT SHARES"), of
Common Stock, par value $.0001 per share, of the Company ("COMMON STOCK"), at
the Current Warrant Price (as hereinafter defined) in lawful money of the United
States of America. The purchase price hereunder at any time of a single share of
Common Stock is referred to herein as the "CURRENT WARRANT PRICE." Initially,
and until adjustment in the manner hereinafter provided, the Current Warrant
Price with respect to such ________ shares shall be $.30 per share. The number
of shares of Common Stock purchasable hereunder and the Current Warrant Price
are subject to adjustment from time to time in the manner provided in Article 3
below. Certain terms in this Warrant are defined in Article 10 below.

                                    ARTICLE 1
                               EXERCISE OF WARRANT

         SECTION 1.1. METHOD OF EXERCISE. Subject to the provisions of Article 2
below, to exercise this Warrant in whole or in part, Holder shall deliver to the
Company: (i) a written notice, in substantially the form of the Subscription
Notice appearing at the end of this Warrant, of such Holder's election to
exercise this Warrant, which notice shall specify the number of shares of Common
Stock to be purchased; (ii) a certified or official bank check payable to the
order of the Company in the aggregate amount equal to the Current Warrant Price
multiplied by the total number of shares of Common Stock being purchased; and
(iii) this Warrant. The Company shall as promptly as practicable, and in any
event within 10 days after receipt by the Company of such notice, execute and
deliver or cause to be executed and delivered, in accordance with said notice, a
certificate or certificates representing the aggregate number of shares of
Common Stock specified in said notice. The stock certificate or certificates so
delivered shall be in the denomination as may be specified in said notice and
shall be issued in the name of such holder or such other name as shall be
designated in said notice. Such

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certificate or certificates shall be deemed to have been issued and such holder
or any other person so designated to be named therein shall be deemed for all
purposes to have become a holder of record of such shares as of the date the
consideration specified for such shares is received by the Company as aforesaid.
If this Warrant shall have been exercised only in part, the Company shall, at
the time of delivery of said certificate or certificates, deliver to such holder
a new Warrant evidencing the rights of such holder to purchase the remaining
shares of Common Stock called for by this Warrant, which new Warrant shall in
all other respects be identical with this Warrant, or, at the request of such
holder, appropriate notation may be made on this Warrant and the same returned
to such holder. The Company shall pay all expenses, taxes and other charges
payable in connection with the preparation, issuance and delivery of such stock
certificates and any new Warrant, except that, in case such stock certificates
or new Warrant shall be registered in a name or names other than the name of the
holder of this Warrant, funds sufficient to pay all stock transfer taxes which
shall be payable upon the issuance of such stock certificate or certificates or
any new Warrant shall be paid by the holder hereof at the time of delivering the
notice of exercise mentioned above or promptly upon receipt of a written request
of the Company for payment of the same.

         SECTION 1.2. SHARES TO BE ISSUED. All shares of Common Stock issued
upon the exercise of this Warrant, upon full payment for the shares so
exercised, shall be validly issued, fully paid and nonassessable. Further, until
the expiration of this Warrant, the Company will at all times have authorized,
and reserved for the purpose of issuance upon exercise of this Warrant, a
sufficient number of shares of Common Stock to provide for exercise of this
Warrant.

         SECTION 1.3. NO FRACTIONAL SHARES TO BE ISSUED. The Company shall not
be required upon any exercise of this Warrant to issue a certificate
representing any fraction of a share of Common Stock, but, in lieu thereof,
shall pay Holder cash in an amount equal to a corresponding fraction (calculated
to the nearest 1/100 of a share) of the Current Market Price of one share of
Common Stock as of the date of receipt by the Company of notice of exercise of
this Warrant.

         SECTION 1.4. LEGEND ON WARRANT SHARES. Each certificate for shares
issued upon exercise of this Warrant, unless at the time of exercise such
Warrant Shares are registered under the Act, shall bear a conspicuous legend in
substantially the following form:

         "The securities represented by this certificate have not been
registered under the Securities Act of 1933, as amended, or the laws of any
state and may not be sold or otherwise transferred except pursuant to an
effective registration statement or a written opinion of counsel satisfactory to
Summit Brokerage Services, Inc. that such registration is not required."

         Any certificate issued at any time in exchange or substitution for any
certificate bearing such legend (except a new certificate issued upon completion
of: (i) a public distribution pursuant to a registration statement; or (ii) an
exempt sale pursuant to Rule 144 or Rule 144A under the Act of the securities
represented thereby) shall also bear such legend unless, in the opinion of
counsel for the holder thereof as shall be reasonably acceptable to the Company,
the securities represented thereby need no longer be subject to the restrictions
contained in Article 2 below. The provisions of Article 2 below shall be binding
upon all subsequent holders of this Warrant.


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                                    ARTICLE 2
                            RESTRICTIONS ON EXERCISE
                        AND TRANSFER; REGISTRATION RIGHTS

         SECTION 2.1. RESTRICTIONS ON EXERCISE AND TRANSFER. Holder, as of the
date of issuance hereof, by acceptance of this Warrant, represents to the
Company that Holder is not acquiring the Warrant with a view to the distribution
thereof. Notwithstanding any provisions contained in this Warrant to the
contrary, this Warrant and the related Warrant Shares shall not be transferable
except pursuant to the proviso contained in the following sentence or upon the
conditions specified in this Article 2, which conditions are intended, among
other things, to insure compliance with the provisions of the Act and applicable
state law in respect of the transfer of this Warrant or such Warrant Shares. The
Holder of this Warrant, by its acceptance hereof, agrees that it will not
transfer this Warrant or the related Warrant Shares: (a) prior to delivery to
the Company of a written notice of Holder's instruction to effect such transfer
together with an opinion of counsel reasonably satisfactory to the Company to
the effect that the proposed transfer of this Warrant and/or such Warrant Shares
may be effected without registration under the Act or applicable state law, or
(b) until registration of such Warrant Shares under the Act has become effective
or after a sale of such Warrant or Warrant Shares has been consummated pursuant
to Rule 144 or Rule 144A under the Act.

         The aforementioned notwithstanding, the Holder agrees that Holder shall
not publicly dispose of any Warrant Shares before the following dates: (i) with
respect to fifty percent (50%) of the Warrant Shares, January 1, 2004 and (ii)
with respect to all other Warrant Shares, July 1, 2004.

         SECTION 2.2. "PIGGYBACK REGISTRATIONS".

                  (a)      If the Company at any time prior to the expiration of
this Warrant, proposes to register any of its Common Stock under the Act on
Forms S-1, S-2, S-3 or SB-1, or SB-2 (but not Form S-4 or Form S-8 or other
comparable form) or on any other form upon which may be registered Common Stock,
it will at each such time give written notice at least 30 days prior to the
filing of the registration statement to Holder of its intention so to do. Such
notice shall specify the proposed date of the filing of the registration
statement and advise Holder of its right to participate therein. Upon the
written request of Holder given prior to the proposed date of filing set forth
in such notice, the Company will cause each Warrant Share which the Company has
been requested to register by Holder to be registered under the Act, all to the
extent requisite to permit the sale or other disposition by Holder of the
Warrant Shares so registered.

                  (b)      If, in the written opinion of the underwriter or
underwriters managing the public offering which is the subject of a registration
pursuant to Section 2.2(a) above (or in the event that such distribution shall
not be underwritten, in the written opinion of an investment banking firm of
recognized standing), the total amount of shares of Common Stock to be so
registered, when added to the total amount of Warrant Shares which the Holder
and all other Warrantholders have requested to be registered pursuant to Section
2.2(a) above, will exceed the maximum amount of Common Stock of the Company
which can be marketed: (i) at a price reasonably related to their then current
market value; or (ii) without otherwise materially and


                                       3

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adversely affecting the entire offering, then the Company shall have the right
to exclude from such registration such number of Warrant Shares of Holder and
the other Warrantholders which it would otherwise be required to register
pursuant to Section 2.2(a) above as is necessary to reduce the total amount of
shares of Common Stock of the Company to be so registered to the maximum amount
of shares of Common Stock which can be so marketed; provided, however, that if
the total amount of shares of Common Stock which can be sold is less than the
number of Warrant Shares requested by Holder and the other Warrantholders to be
included in the registration together with the number of other shares of Common
Stock duly requested to be registered by any affiliates of the Company and other
selling security holders included in the registration statement who are subject
to contractual cut-back agreements, then the number of shares of Common Stock to
be excluded from such registration shall be allocated among Holder, and such
other Warrantholders, affiliates and selling security holders in proportion to
the respective number of shares of Common Stock held of record by each of them.
In such event, the Company shall give Holder prompt written notice of the number
of shares of Holder's Warrant Shares excluded from such registration at the
request of the managing underwriter. No such exclusion shall reduce the
securities being offered by the Company for its own account to be included in
such registration statement.

                  (c)      The Company may, in its sole discretion and without
the consent of Holder, at any time after it shall have given written notice to
Holder in accordance with this Warrant, delay the filing or effectiveness of the
registration statement or withdraw such registration statement and abandon the
proposed offering in which Holder had requested to participate; provided,
however, that such delay, withdrawal and/or abandonment is with respect to all
securities under such registration, and provided further, that any delay,
withdrawal and/or abandonment shall not preclude or otherwise prejudice
subsequent requests for registration pursuant to this Section 2.2.

                  (d)      Holder will cooperate with the Company in all
material respects in connection with this Agreement, including, without
limitation, timely supplying all information reasonably requested by the Company
and executing and returning all documents reasonably requested in connection
with the registration and sale of the Warrant Shares.

                  (e)      In connection with each registration covering an
underwritten public offering, the Company and Holder agree to enter into a
written agreement with the managing underwriter containing such provisions as
are customary in the securities business for such an arrangement between an
underwriter and companies of the Company's size and investment stature.

         SECTION 2.3. COMPANY'S OBLIGATIONS IN REGISTRATION. If and whenever the
Company is obligated by the provisions of this Article 2 to effect the
registration of any Warrant Shares under the Act, as expeditiously as possible
the Company will:

                  (a)      prepare and file with the Commission a registration
statement and use its best efforts to cause such registration statement to
become and remain effective during the period required for the distribution of
the securities covered by the registration statement; provided, however, that in
the event that the Warrant Shares covered by such registration statement are not
to be sold to or through underwriters acting for the Company, the Company shall
not be required


                                       4

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to keep such registration statement in effect, or to prepare and file any
amendments or supplements thereto, after the expiration of six months following
the date on which such registration statement becomes effective under the Act or
such longer period during which the Commission requires that such registration
statement be kept effective with respect to any of the Warrant Shares so
registered;

                  (b)      prepare and file with the Commission such amendments
and supplements to such registration statement and the prospectus used in
connection therewith as may be necessary to keep such registration statement
effective and to comply with the provisions of the Act with respect to the
disposition of all Warrant Shares covered by such registration statement,
whenever the Holder for whom such Warrant Shares are registered shall desire to
dispose of the same, subject, however to the proviso contained in Section 2.3(a)
above;

                  (c)      furnish to the Holder for whom such Warrant Shares
are registered and to any underwriter or underwriters such numbers of copies of
a prospectus, including a preliminary prospectus, in conformity with the
requirements of the Act, and such other documents as Holder may reasonably
request in order to facilitate the disposition of such Warrant Shares;

                  (d)      subject to Section 2.4 herein, use its reasonable
efforts to register or qualify the Warrant Shares covered by such registration
statement under such other securities or blue sky laws of such jurisdictions as
the Holder for whom such Warrant Shares are registered or are to be registered
shall reasonably request, and do any and all other reasonable acts and things to
so register or qualify which may be necessary or advisable to enable such Holder
to consummate the disposition in such jurisdictions of such Warrant Shares
except that the Company shall not for any such purpose be required to: (i)
qualify to do business as a foreign corporation in any jurisdiction wherein it
is not so qualified or to file therein any general consent to service of process
or be subject to any escrow or other similar conditions; or (ii) take any other
actions or submit itself or its directors or officers to any restrictions,
obligations or burdens having a material adverse economic effect on it or them.
Notwithstanding anything to the contrary contained herein, the Company shall be
obligated to register or qualify the Warrant Shares of Holder and of any other
Warrantholders covered by such registration statement in not more than 5 states
or jurisdictions.

         SECTION 2.4. PAYMENT OF REGISTRATION EXPENSES. The costs and expenses
of all registrations under the Act and of all other actions which the Company is
required to take or effect pursuant to this Article 2 shall be paid for by the
Company (including, without limitation, all registration, qualification and
filing fees, printing expenses, expenses of distributing prospectuses and other
documents, fees and disbursements of counsel and accountants for the Company,
and expenses of any special audits incident to or required in connection with
any such registration hereof, but excluding the fees and disbursements of
special counsel for Holder or the other Warrantholders, any consultants retained
by Holder or the other Warrantholders and underwriters' or brokers' discounts or
commissions applicable to any Warrant Shares).

         SECTION 2.5. INFORMATION FROM WARRANTHOLDERS. Notices and requests
delivered by Holder to the Company pursuant to this Article 2 shall contain such
information regarding Holder and Holder's Warrant Shares and the intended method
of disposition thereof as shall reasonably be required in connection with the
action to be taken.


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         SECTION 2.6. COMPANY'S INDEMNIFICATION. To the extent permitted by law,
the Company shall indemnify and hold harmless Holder and each of its officers,
partners, directors, employees and representatives, each underwriter of such
Warrant Shares thereunder and each other person, if any, who controls Holder or
such underwriter within the meaning of the Act, against any losses, damages,
costs, claims, expenses and liabilities, including, without limitation,
reasonable attorneys', paralegals' and accountants' fees and expenses, before
and at trial and at all applicable appellate levels (individually and
collectively, "LOSSES"), to which they may become subject under the Act or other
federal or state law, insofar as such Losses arise out of or are based upon (i)
any untrue statement or alleged untrue statement of a material fact contained in
such registration statement including any preliminary prospectus or final
prospectus contained therein or any amendments or supplements thereto, and/or
(ii) the omission or alleged omission to state therein a material fact required
to be stated therein, or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading; provided, however,
that the Company shall not be liable in any such case if and to the extent that
any such Losses arise out of or are based upon (i) an untrue statement or
alleged untrue statement or omission or alleged omission so made in conformity
with information furnished by Holder, any such underwriter or any such
controlling person in writing specifically for use in such registration
statement or prospectus; or (ii) Holder's failure to deliver a copy of the final
prospectus as then amended or supplemented after the Company has furnished
Holder with a sufficient number of copies of the same, but only if delivery of
same is required by law and the same would have cured the defect giving rise to
any such Losses.

                  (a)      Holder's Indemnification. In the event of a
registration of any of Holder's Warrant Shares under the Act pursuant to the
provisions of this Agreement, Holder shall furnish to the Company in writing
such information and affidavits with respect to Holder as the Company reasonably
requests for use in connection with any such registration statement (or
prospectus contained therein) and Holder will indemnify and hold harmless to the
extent permitted by law, the Company, each person, if any, who controls the
Company within the meaning of the Act, each officer and director of the Company,
each underwriter and each person who controls any underwriter within the meaning
of the Act, against all Losses to which the Company or such officer, director,
underwriter or controlling person may become subject under the Act or otherwise,
insofar as such Losses arise out of or are based upon any statements or
information provided in writing by Holder, including each of its officers,
partners, directors, employees and representatives, to the Company or
underwriter in connection with the offer and sale of Warrant Shares.
Notwithstanding the foregoing, the amount Holder shall be obligated to indemnify
pursuant to this Agreement shall be limited to an amount equal to the proceeds
received by Holder of the Warrant Shares sold pursuant to the registration
statement which gives rise to such obligation to indemnity (less the aggregate
amount which Holder has been otherwise required to pay in respect of such Loss
or any substantially similar Loss arising from the sale of such Warrant Shares).

         SECTION 2.7. CONDUCT OF INDEMNIFICATION PROCEEDINGS. Any person
entitled to indemnification hereunder will: (a) give prompt written notice to
the indemnifying party of any claim with respect to which it seeks
indemnification; and (b) unless, in such indemnified party's reasonable
judgment, a conflict of interest may exist between such indemnified and
indemnifying parties with respect to such claim, permit such indemnifying party
to assume the


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defense of such claim with counsel reasonably satisfactory to the indemnified
party; provided, however, that the failure of an indemnified party to give
notice as provided herein shall not relieve the indemnifying party of its
obligations under this Section 2.7 with respect to such indemnified party,
except to the extent that the indemnifying party is actually prejudiced by such
failure. Whether or not such defense is assumed by the indemnifying party, the
indemnifying party will not be subject to any liability for any settlement made
without its consent (but such consent will not be unreasonably withheld). No
indemnifying party will consent to the entry of any judgment or enter into any
settlement which does not include as an unconditional term thereof the giving by
the claimant or plaintiff to such indemnified party of a release from all
liability in respect of such claim or litigation. An indemnifying party who is
not entitled to, or elects not to, assume the defense of the claim against the
indemnified party, will not be obligated to pay the fees and expenses of more
than one counsel for all parties indemnified by such indemnifying party with
respect to such claim, unless in the reasonable judgment of any indemnified
party a conflict of interest may exist between such indemnified party and any
other such indemnified parties with respect to such claim, in which event the
indemnifying party shall be obligated to pay the fees and expenses of such
additional counsel or counsels.

         If for any reason the indemnification provided for in the preceding
Sections 2.7 and 2.8 above is unavailable to an indemnified party as
contemplated thereby, the indemnifying party shall contribute to the amount paid
or payable by the indemnified party as a result of such loss, claim, damage or
liability in such proportion as is appropriate to reflect not only the relative
benefits received by the indemnified party and the indemnifying party, but also
the relative fault of the indemnified party and the indemnifying party, as well
as any other relevant equitable considerations. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of fraudulent
misrepresentation.

         SECTION 2.8. RULE 144 REPORTING. The Company covenants that it will use
its best efforts to timely file the reports required to be filed by it under the
Exchange Act and the rules and regulations adopted by the Commission thereunder
to enable Holder to sell Warrant Shares without registration under the Act
within the limitation of the exemptions provided by (i) Rule 144 under the Act,
as such Rule may be amended from time to time, or (ii) any similar rule or
regulation hereafter adopted by the Commission.

                                    ARTICLE 3
                            ANTI-DILUTION PROVISIONS

         SECTION 3.1. ADJUSTMENT OF CURRENT WARRANT PRICE AND NUMBER OF SHARES
PURCHASABLE. The Current Warrant Price and the number of shares of Common Stock
purchasable upon the exercise of each Warrant shall be subject to adjustment
from time to time as hereinafter provided in this Article 3. Upon each
adjustment of the Current Warrant Price, the Holder of this Warrant shall
thereafter be entitled to purchase at the Current Warrant Price resulting from
such adjustment, the number of shares (calculated to the nearest whole share) of
Common Stock calculated by multiplying the Current Warrant Price in effect
immediately prior to such adjustment by the number of shares purchasable
pursuant hereto immediately prior to such adjustment and dividing the product
thereof by the Current Warrant Price resulting from such adjustment.


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         SECTION 3.2. EFFECT OF "SPLIT-UPS" AND STOCK DIVIDENDS. In case at any
time or from time to time the Company shall subdivide or combine as a whole, by
reclassification, by the issuance of a stock dividend on the Common Stock
payable in Common Stock, or otherwise, the number of shares of Common Stock then
Outstanding into a greater or lesser number of shares of Common Stock, with or
without par value, the Current Warrant Price shall be reduced or increased (as
applicable) proportionately. The issuance of such a stock dividend shall be
treated as a subdivision of the whole number of shares of Common Stock
Outstanding immediately prior to such dividend into a number of shares equal to
such whole number of shares so outstanding plus the number of shares issued as a
stock dividend. Upon any such adjustment, the number of shares shall be rounded
upward to the nearest whole share.

         SECTION 3.3. EFFECT OF MERGER, CONSOLIDATION. In case the Company
shall, while this Warrant remains outstanding, enter into any consolidation with
or merger into any other corporation wherein the Company is not the surviving
corporation, or wherein securities of a corporation other than the Company are
distributable to holders of Common Stock, or sell or convey its property in the
entirety or substantially as an entirety followed by distribution of any or all
of the proceeds thereof to shareholders, and in connection with such
consolidation, merger, sale or conveyance, shares of stock or other securities
or property shall be issuable or deliverable in exchange for the Common Stock,
then, as a condition of such consolidation, merger, sale or conveyance, lawful
and adequate provision shall be made whereby the holder of this Warrant shall
thereafter be entitled to purchase pursuant to this Warrant (in lieu of the
number of shares of Common Stock which such holder would have been entitled to
purchase immediately prior to such consolidation, merger, sale or conveyance)
the shares of stock or other securities or property to which such number of
shares of Common Stock would have been entitled at the time of such
consolidation, merger, sale or conveyance, at an aggregate purchase price equal
to that which would have been payable if such number of shares of Common Stock
had been purchased by exercise of this Warrant immediately prior thereto. In
case of any such consolidation, merger, sale or conveyance, an appropriate
provision shall be made with respect to the rights and interests thereafter of
any holder of this Warrant, to the end that all the provisions of this Warrant
(including the provisions of this Article 3) shall thereafter be applicable, as
nearly as practicable, to such stock or other securities or property thereafter
deliverable upon the exercise of this Warrant.

         SECTION 3.4. REORGANIZATION OR RECLASSIFICATION. In case of any capital
reorganization or any reclassification of the capital stock of the Company
(except as provided in Section 3.2 above) while this Warrant remains
outstanding, then lawful and adequate provision shall be made whereby the holder
of this Warrant shall thereafter be entitled to purchase pursuant to this
Warrant (in lieu of the number of shares of Common Stock which such holder would
have been entitled to purchase immediately prior to such reorganization or
reclassification) the shares of stock of any class or classes or other
securities or property to which such number of shares of Common Stock would have
been entitled at the time of such reorganization or reclassification, at an
aggregate purchase price equal to that which would have been payable if such
number of shares of Common Stock had been purchased immediately prior to such
reorganization or reclassification. In case of any such capital reorganization
or reclassification, appropriate provision shall be made with respect to the
rights and interests thereafter of the holder of this Warrant, to the end that
all the provisions of this Warrant (including the provisions of this Article


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3) shall thereafter be applicable, as nearly as practicable, to such stock or
other securities or property thereafter deliverable upon the exercise of the
Warrant.

         SECTION 3.5. STATEMENT OF ADJUSTMENT. Upon each adjustment of the
Current Warrant Price and the number of shares of Common Stock purchasable
hereunder, and in the event of any change in the rights of the holder of this
Warrant by reason of other events herein set forth, then and in each such case
the Company will promptly prepare a schedule setting forth the adjusted Current
Warrant Price and the adjusted number of shares purchasable hereunder, or
specifying the other shares of stock, other securities or property and the
amount thereof receivable as a result of such change in rights, and setting
forth in reasonable detail the method of calculation and the facts upon which
such calculation is based. The Company will promptly mail a copy of such
schedule to the registered holder of this Warrant.

         SECTION 3.6. NOTIFICATIONS BY THE COMPANY. In case at any time the
Company proposes:

                  (a)      to pay any dividend payable in stock (of any class or
classes);

                  (b)      to effect any capital reorganization or
reclassification of the capital stock of the Company, or consolidation or merger
of the Company with, or sale of all or substantially all of its assets to,
another corporation; or

                  (c)      of any voluntary or involuntary dissolution,
liquidation or winding up of the Company; or

                  (d)      the Company shall enter into a letter of intent or
agreement with respect to a transaction by which all of the Outstanding shares
of Common Stock of the Company are to be acquired by a third party; then the
Company shall mail or cause to be mailed to Holder at the time outstanding a
notice specifying, as the case may be, (i) the date on which a record is to be
taken for the purpose of such dividend, distribution or rights, and stating the
amount and character of such dividend, distribution or rights, (ii) the date on
which such reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding up is to take place, and the time, if any is
to be fixed, as to which the holders of record of Common Stock shall be entitled
to exchange their shares for securities or other property deliverable upon the
completion of such transaction, or (iii) the closing of the acquisition by a
third party of all of the Outstanding shares of Common Stock. Such notice shall
be mailed as soon as practicable after the occurrence or likelihood of such
event is publicly disclosed, but in any event at least twenty (20) business days
prior to the date specified in such notice.

                                    ARTICLE 4
                         CERTAIN COVENANTS OF THE HOLDER

         The Holder represents, warrants, covenants and agrees that:

                  (a)      this transaction is intended to be exempt from the
registration provisions of the Act and, accordingly neither the Warrant nor the
Warrant Shares have been registered under the Act; Holder is acquiring the
Warrant and Warrant Shares for investment purposes only


                                       9

<PAGE>

and not with a view to or for resale in connection with any distribution of the
Warrant or Warrant Shares, nor with any present intention of distribution
(within the meaning of the Act) of the Warrant or Warrant Shares; because the
Warrant and Warrant Shares will not have been registered under the Act, the
Company will not permit the transfer of such shares without registration under
the Act, or upon the issuance to the Company of a favorable opinion from counsel
satisfactory to the Company to the effect that such transfer, whether pursuant
to Rule 144 of the Act or otherwise, shall not be in violation of the Act, and
any applicable state securities laws; and the share certificates representing
the Warrant Shares will be issued with a restrictive legend providing notice of
such restriction;

                  (b)      Holder has had an opportunity to ask questions of,
and receive answers from, appropriate officers and representatives of the
Company concerning the terms and conditions of the issuance of this Warrant and
the Warrant Shares and to obtain any additional information concerning the
Company, its business and operations which they have requested; and

                  (c)      the Company has made available for inspection by them
various documents connected with the Company's business and has not refused in
any way to permit them to inspect any document requested to be inspected by
them.

                                    ARTICLE 5
                                     NOTICE

         Any notice or other document required to be given or delivered to the
Holder shall be delivered at, or sent by certified or registered mail to, such
Holder at the last address shown on the books of the Company maintained at the
Company's headquarters for the registration and registration of transfer of this
Warrant or at any more recent address of which the Holder shall have notified
the Company in writing. Any notice or other document required or permitted to be
given or delivered to holders of record of outstanding Warrant Shares shall be
delivered at, or sent by certified or registered mail to, each such holder at
such holder's address as the same appears on the stock records of the Company.
Any notice or other document required or permitted to be given or delivered to
the Company, shall be delivered at, or sent by certified or registered mail to,
the office of the Company at 980 North Federal Highway, Suite 310, Boca Raton,
Florida 33432, or such other address within the United States of America as
shall have been furnished by the Company to the Warrantholders and the holders
of record of Warrant Shares. Any notice or other document sent by certified or
registered mail, return receipt requested, shall be deemed to have been
delivered and received when sent if the receipt is appropriately completed and
returned. Notices or documents delivered in any other manner than as set forth
above shall be deemed to have been delivered only when and if received.

                                    ARTICLE 6
                                NOT SHAREHOLDERS

         The Holder shall have no voting rights or any other rights as a
shareholder (except the rights stated herein) with respect to shares covered by
this Warrant until the date of exercise of such shares.


                                       10

<PAGE>

                                    ARTICLE 7
                       LOSS, DESTRUCTION, ETC. OF WARRANT

         Upon receipt of evidence satisfactory to the Company of the loss,
theft, mutilation or destruction of any Warrant, and in the case of any such
loss, theft or destruction upon delivery of a bond of indemnity in such form and
amount as shall be reasonably satisfactory to the Company, or in the event of
such mutilation upon surrender and cancellation of the Warrant, the Company will
make and deliver a new Warrant, of like tenor, in lieu of such lost, stolen,
destroyed or mutilated Warrant. Any Warrant issued under the provisions of this
Article 7 in lieu of any Warrant alleged to be lost, destroyed or stolen, or in
lieu of any mutilated Warrant, shall constitute an original contractual
obligation on the part of the Company.

                                    ARTICLE 8
                                  LAW GOVERNING

         This Warrant shall be governed by, and construed and enforced in
accordance with, the law of the State of Florida, without reference to its
choice of law principles.

                                    ARTICLE 9
                             SUCCESSORS AND ASSIGNS

         The rights and obligations of the parties hereunder shall be binding
upon and inure to the benefit of their respective successors and assigns.

                                   ARTICLE 10
                               CERTAIN DEFINITIONS

         For all purposes of this Warrant, unless the context otherwise
requires, the following terms shall have the following respective meanings:

         "Act": the Securities Act of 1933, as amended from time to time, or any
successor federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.

         "Commission": the Securities and Exchange Commission, or any other
federal agency then administering the Act.

         "Current Market Price": the "Closing Price" (as defined below) of the
Common Stock on the last business day immediately preceding any date of
reference. For the purpose of determining Current Market Price, the "Closing
Price" of the Common Stock on any business day shall be: (i) if the Common Stock
is listed or admitted for trading on any United States national securities
exchange, the last reported sale price of Common Stock on such exchange; (ii) if
the Common Stock is listed or admitted for trading on any tier of The Nasdaq
Stock Market, the last reported sale price of Common Stock on such tier; or
(iii) if the Common Stock is traded in the over-the-counter market, the average
of the closing bid and asked prices for the Common Stock as quoted on the OTC
Bulletin Board.


                                       11

<PAGE>

         "Current Warrant Price": (per share of Common Stock at any date): the
price at which one share of Common Stock may be purchased hereunder at any time,
initially $.30. The Current Warrant Price is subject to adjustment from time to
time pursuant to Article 3 above.

         "Exchange Act": the Securities Exchange Act of 1934, as amended from
time to time, or any successor federal statute, and the rules and regulations of
the Commission thereunder.

         "Outstanding": when used with reference to Common Stock at any date,
all issued shares of Common Stock (including, but without duplication, shares
deemed issued pursuant to Article 3 above) at such date, except shares then held
in the treasury of the Company.

         "Person": an individual, corporation, partnership, joint venture, trust
estate, unincorporated organization or government or an agency or political
subdivision thereof.

         "Warrant Shares": the shares of Common Stock purchasable or purchased
by a Warrantholder upon the exercise of the Warrants. Unless otherwise expressly
stated herein, Warrant Shares shall not include shares of Common Stock purchased
upon exercise of the Warrant which have been sold by a Warrantholder pursuant to
a registration statement under the Act.

         "Warrantholders": the Holder and all other holders of Warrants or any
related Warrant Shares.

         "Warrant": the warrant issued by the Company hereunder evidencing the
right initially to purchase an aggregate of ________ shares of Common Stock and
all warrants issued in substitution or subdivision hereof.

         "Warrants": the warrants issued by the Company (including this Warrant)
having the same terms, conditions and expiration date as this Warrant.

         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed in
its name on July 28, 2003 as of and effective March 19, 2003.



                                       SUMMIT BROKERAGE SERVICES, INC.



                                       By:
                                          --------------------------------------
                                          Name: Marshall T. Leeds
                                          Title: Chief Executive Officer


                                       12

<PAGE>

                               SUBSCRIPTION NOTICE

SUMMIT BROKERAGE SERVICES, INC.

         The undersigned, the holder of the foregoing Warrant (the "Holder"),
hereby elects to exercise purchase rights represented by said Warrant for, and
to purchase thereunder, _______ shares of the Common Stock covered by said
Warrant and (a) herewith makes payment in full therefor of $___________ by
certified or official bank check payable to the order of the Company, and (b)
requests (1) that certificates for such shares (and any securities or other
property issuable upon such exercise) be issued in the name of and delivered to
_______________________________, whose address is ______________________________
________________________________ and whose Social Security or Tax Identification
Number is ________________________________ (2) if such shares shall not include
all of the shares issuable as provided in said Warrant, that a new Warrant of
like tenor and date for the balance of the shares issuable thereunder be
delivered to the undersigned.

         The Holder hereby represents and warrants to and agrees with the
Company that, if the shares of Common Stock which the Holder hereby subscribes
for have not been effectively registered under the Securities Act of 1933, as
amended, or any similar Federal statute in effect at the date of this
Subscription Notice, the Holder is purchasing said shares of Common Stock for
his or its own account for investment, and not with a view to, or for sale in
connection with, any distribution of such shares and without any present
intention of distributing or selling such shares.



                                       Signature of Holder:

Dated:
      -------------------------        -----------------------------------------



                                       Add Medallion Guaranty of Signature:


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


                                       13

<PAGE>

                                 ASSIGNMENT FORM

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto ______________ the rights represented by the foregoing Warrant of Summit
Brokerage Services, Inc. and appoints ______________________________ attorney to
transfer said rights on the books of said corporation, with full power of
substitution in the premises.

         The Holder hereby represents and warrants to and agrees with the
Company that, if the shares of Common Stock which the Holder hereby subscribes
for have not been effectively registered under the Securities Act of 1933, as
amended, or any similar Federal statute in effect at the date of this Election
to Purchase, the Holder is purchasing said shares of Common Stock for his or its
own account for investment, and not with a view to, or for sale in connection
with, any distribution of such shares and without any present intention of
distributing or selling such shares.



                                       Assignor's Signature:

Dated:
      ----------------------------     -----------------------------------------



                                       Add Medallion Guaranty of Signature:


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


                                       14