<PAGE>

================================================================================

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------

                                   FORM 10-KSB
                             -----------------------

        [X]      ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                    For the fiscal year ended March 31, 1997

                                       OR

        [ ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                             -----------------------

                         Commission file number 0-26202

                     EASTBROKERS INTERNATIONAL INCORPORATED
        (Exact name of small business issuer as specified in its charter)
                             -----------------------

             Delaware                                 52-1807562
  (State or other jurisdiction of        (I.R.S. Employer Identification No.)
  incorporation or organization)

          15245 Shady Grove Road, Suite 340, Rockville, Maryland 20850
               (Address of principal executive offices) (Zip Code)

                                 (301) 527-1110
                (Issuer's telephone number, including area code)

                             CZECH INDUSTRIES, INC.
                   (Former name, if changed since last report)
                             -----------------------

         Securities registered under Section 12(b) of the Exchange Act:
                                      None

         Securities registered under Section 12(g) of the Exchange Act:
                          Common Stock, $.05 par value
                                Class A Warrants

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the best of the  registrant's  knowledge,  in  definitive  proxy or  information
statements  incorporated  by  reference  in Part III of this Form  10-QSB or any
amendment to this Form 10-QSB. [ ]

State issuer's revenues for its most recent fiscal year:  $5,552,069.

The aggregate market value of the voting stock held by  non-affiliates  computed
by  reference  to the average of the bid and ask price of such stock on June 27,
1997 was $10,162,084.

The total number of shares of the  registrant's  Common  Stock,  $.05 par value,
outstanding on June 27, 1997, was 3,003,000.

Transitional Small Business Disclosure Format:  Yes  [ ]  No  [X]


================================================================================


<PAGE>


                                  EASTBROKERS INTERNATIONAL INCORPORATED


                                           Index to Form 10-KSB
<TABLE>
<CAPTION>


                                                                                                                 Page
                                                  PART I
<S>                                                                                                               <C>
Item  1.  Description of Business................................................................................   3
Item  2.  Description of Property................................................................................  12
Item  3.  Legal Proceedings......................................................................................  12
Item  4.  Submission of Matters to a Vote of Security Holders....................................................  12


                                                 PART II

Item  5.  Market for Common Equity and Related Stockholder Matters...............................................  13
Item  6.  Management's Discussion and Analysis or Plan of Operation..............................................  15
Item  7.  Financial Statements
             Historical Financial Statements
                Independent Auditor's Report.....................................................................  21
                Consolidated Statements of Financial Condition...................................................  22
                Consolidated Statements of Operations
                  Year Ended December 31, 1995, Transition Period Ended March 31, 1996,
                     and Year Ended March 31, 1997...............................................................  23
                Consolidated Statements of Changes in Stockholders' Equity.......................................  24
                Consolidated Statements of Cash Flows............................................................  25
                Notes to Consolidated Financial Statements.......................................................  27
Item  8.  Changes In and Disagreements with Accountants on Accounting and Financial Disclosure...................  40


                                                 PART III

Item  9.  Directors and Executive Officers of the Registrant.....................................................  41
Item 10.   Executive Compensation................................................................................. 43
Item 11.   Security Ownership of Certain Beneficial Owners and Management......................................... 46
Item 12.   Certain Relationships and Related Transactions......................................................... 47
Item 13.   Exhibits and Reports on Form 8-K....................................................................... 49
Signatures........................................................................................................ 50


</TABLE>





                                     - 2 -
<PAGE>


                                     PART I


Item  1. DESCRIPTION OF BUSINESS

GENERAL

     Certain  information  set forth in this report under the captions  "Item 1.
Description of Business," and "Item 6.  Management's  Discussion and Analysis or
Plan of Operation"  includes "forward looking  statements" within the meaning of
the Private  Securities  Litigation Reform Act of 1995 and is subject to certain
risks and  uncertainties,  including but not limited to the effect of political,
economic  and market  conditions  both  domestically  and in Eastern and Central
Europe.  Readers  are  cautioned  not to place undue  reliance on these  forward
looking statements,  which are made as of the date hereof and are referred to in
the  discussion  of risks and  uncertainties  set forth under the caption  "Risk
Factors"  which  appears  later  in  this  Item 1.  The  Company  undertakes  no
obligation to release any revisions to the forward looking statements to reflect
events or circumstances after the date hereof or to reflect unanticipated events
or developments.

REVERSE STOCK SPLIT

     At a Special  Meeting of the Company's  shareholders  held on September 10,
1996, the  shareholders  approved a one-for-five  reverse split of the Company's
Common Stock. Unless otherwise indicated, the information contained herein gives
effect to the  one-for-five  reverse  stock split of the issued and  outstanding
Common  Stock and the  reduction  in the  authorized  number of shares of Common
Stock from 50,000,000 to 10,000,000.

CHANGE OF NAME

     At the 1996 Annual Meeting of  Shareholders  held on December 10, 1996, the
shareholders of Czech Industries,  Inc. approved the change of the Corporation's
name to Eastbrokers International Incorporated (the "Company" or "Eastbrokers").
The Board of  Directors  of the  Company  believes  that the change of name more
accurately  reflects  the nature and scope of the  Company's  business  and will
serve to enhance the Company's  recognition  by reflecting  the expansion of its
business activities in Central and Eastern Europe.

BACKGROUND

     Eastbrokers International  Incorporated (the "Company") was incorporated in
the State of Delaware on January  20,  1993,  as the Czech Fund in order to take
advantage  of the  rapid  growth  in  business  opportunities  arising  from the
privatization  of the  newly-democratized  Czech  Republic  by  merging  with or
acquiring Czech businesses.

     In July 1993,  the Company had a small initial public  offering,  following
which it  purchased a  controlling  interest  in Hotel  Fortuna,  a.s.,  a Czech
corporation  owning a hotel located in Prague, and was renamed Czech Industries,
Inc.  The  Company  also  entered  into an  agreement  to acquire a  controlling
interest in Moravacentrum, a collection of eight department stores in Brno. This
acquisition  was  consummated  using a portion of the $15 million gross proceeds
from a secondary public offering in June 1995.

     Later in 1995,  however,  the  Company  shifted  its focus in  response  to
changes in the marketplace. As major institutional investors began to appreciate
the  investment  opportunities  available  in the Czech  Republic,  most of such
opportunities  were seized by a limited number of major  institutions  which now
control much of the Czech economy.  This  development made it very difficult for
smaller  players such as the Company to effectively  take advantage of available
opportunities.

     In 1996,  the Company  received what it considered an attractive  offer for
its  interest  in  Moravacentrum.  The  Company  accepted  this  offer  to  sell
Moravacentrum,  determining  that the sale  proceeds  could  be  better  applied
towards other  acquisitions  which would provide better  prospects for return on
investment.

     Having  considered  a variety of  investments,  the Company  decided on the
acquisition of Eastbrokers  Beteiligungs AG ("Eastbrokers  Vienna"), an Austrian
brokerage  company  with offices  throughout  Central and Eastern  Europe.  This
transaction  enhanced the Company's prospects by both providing the Company with
a  vehicle  for  its  existing   acquisition   strategy   while   extending  its
opportunities  beyond the Czech  Republic to the entirety of Central and Eastern
Europe.  The  acquisition  was  completed  on  August  1,  1996.  Following  the
acquisition,  the  Company's  name  was  changed  to  Eastbrokers  International
Incorporated.

                                     - 3 -


<PAGE>


     The  Company,  through its  Vienna-based  subsidiary,  Eastbrokers  Vienna,
provides  financial  services  in Eastern  and  Central  Europe.  The  principal
strategic  objective  of the Company is to  establish  controlling  ownership of
independent  broker-dealers  and to create a  network  that  provides  access to
emerging market investment  opportunities in Eastern and Central Europe. Through
its U.S.  subsidiary,  Eastbrokers  North America,  Inc., the Company intends to
market these  investment  opportunities  to Western  European and United  States
institutional and commercial investors.

     Eastbrokers  Vienna's  primary  business is to provide its  customers  with
stock brokering and investment  banking  services.  Eastbrokers  Vienna conducts
business  through its head office in Vienna,  Austria and in its  subsidiary and
affiliate offices located in (a) Prague,  Czech Republic (b) Budapest,  Hungary,
(c) Bratislava,  Slovakia,  (d) Almaty,  Kazakhstan,  (e) Istanbul,  Turkey, (f)
Moscow,  Russia, (g) Bucharest,  Romania,  (h) Sofia,  Bulgaria,  (i) Ljubljana,
Slovenia, (j) Zagreb,  Croatia, and (k) Warsaw, Poland. Through its subsidiaries
and affiliate offices, the Company is a member of the Vienna Stock Exchange, the
Budapest  Stock  Exchange,  the  Bratislava  Stock  Exchange,  the Zagreb  Stock
Exchange,  the Ljubljana  Stock  Exchange,  the Bucharest  Stock  Exchange,  the
Central Asian Stock  Exchange,  the Warsaw Stock Exchange and a shareholder  and
member of the Prague  Stock  Exchange.  Eastbrokers  Vienna also owns 49% of WMP
Borsenmakler  AG  ("WMP"),  a  publicly-held  Austrian  investment  banking  and
brokerage firm.

     Through its Vienna affiliate,  Eastbrokers Vienna's brokerage,  trading and
market making business generates approximately 10% of all revenues.  Eastbrokers
Vienna  conducts its sales  activities  as principal  and agent on behalf of its
clients. Eastbrokers Vienna primarily distributes and trades Eastern and Central
European equity securities and to a lesser degree, debt securities.  Eastbrokers
Vienna, through WMP, actively makes a market for the securities of more than 400
companies on the Vienna Stock Exchange.

     Eastbrokers   Vienna  is  also  a  leading  Eastern  and  Central  European
investment banking firm which provides advice to, and raises capital for Eastern
and Central European companies. Eastbrokers Vienna provides advisory services on
key  strategic  matters  such as mergers,  acquisitions,  privatizations,  joint
ventures as well as long range financial  planning.  Eastbrokers Vienna seeks to
raise much of its capital in Western Europe through institutional and commercial
investors.

     Additionally,  through  its  recently  acquired  subsidiary  in the  United
States,  Eastbrokers  North America,  Inc.  ("Eastbrokers  NA", member NASD, the
Company intends to provide added value,  performance-driven  research,  trading,
asset  management  and  corporate  finance  services in the emerging  markets of
Central and Eastern Europe to North American  institutional  investors  (buyside
and sellside) and high net worth  individuals.  The U.S.  based broker dealer is
expected to complement the existing European based units. Eastbrokers NA intends
to focus on seeking out North American  companies whose primary focus is Central
and Eastern Europe.  Differentiation of the services provided will be emphasized
in an effort to enable  Eastbrokers  NA to fulfill its  objective  of  assisting
existing  foreign units by accessing and transacting with North American capital
markets,  which represent a source of emerging  market capital,  through quality
research and by  establishing  relationships  that would evolve  naturally  into
other financial  related  products and services.  The Company has not previously
operated a broker dealer in the United States and there can be no assurance that
Eastbrokers NA can be successfully established or operated.

ACQUISITIONS AND DISPOSITIONS DURING THE FISCAL YEAR

     Through a series of stock  purchase  transactions  beginning July 1995, the
Company purchased a 42.75% equity interest in Moravacentrum  a.s., a joint stock
company which owns a major quality  department  store chain based in Brno, Czech
Republic.  In December 1995,  the Company  entered into an agreement to sell its
shares in Moravacentrum a.s. for approximately $8.73 million. The parties agreed
upon an installment sale, and, the final installment was paid in April 1996. The
Company  recorded a gain from the sale aggregating  approximately  $1.2 million.
The Company  determined that the sale of Moravacentrum  a.s.  presented a unique
opportunity to accelerate  further mergers and  acquisitions  through  increased
working capital.

     On August,  1, 1996,  the Company  acquired  80 percent of the  outstanding
stock of  Eastbrokers  Beteiligungs  Aktiengesellschaft  ("Eastbrokers  Vienna")
through the issuance of 1,080,000 shares of the Company's common stock valued at
$5,400,000.  As a participant  in Eastbrokers  Vienna's  capital  increase,  the
Company  subsequently  acquired an  additional  245,320 of an available  270,000
shares for cash increasing its ownership  percentage to 83.62 percent.  In three
separate  transactions in November and December 1996 and March 1997, the Company
purchased  81,550  additional  shares,  increasing  its ownership  percentage to
approximately 94 percent.

     The  fair  value  of the  net  assets  acquired  under  these  transactions
approximated  $8,400,000.  The  acquisition  has been  accounted  for  under the
purchase  method of  accounting.  The excess of the purchase price over the fair
value of the

                                     - 4 -


<PAGE>

net assets acquired resulted in the Company recording  approximately  $1,950,000
in goodwill,  which is being amortized over 25 years on a  straight-line  basis.
These  consolidated  financial  statements  include the results of operations of
Eastbrokers  Vienna from the date of acquisition  through December 31, 1996. See
Item  7  -  Financial  Statements.   The  purchase  agreements  contain  certain
provisions  whereby  the  selling  shareholders  may be  eligible  to receive an
additional  120,000  shares of the  Company's  common stock in the event certain
earnings targets are achieved.

     On October 1, 1996, the Company entered into an agreement with Y.S.E.  a.s.
to dispose of the  Company's  controlling  equity  interest in the Hotel Fortuna
a.s. The Company had owned  251,000  shares of Common Stock of the Hotel Fortuna
a.s., which owns and operates a 242 room hotel, restaurant and lounge located in
Prague,  Czech Republic.  The disposition of the Company's interest in the Hotel
Fortuna  a.s.  is  deemed to be a  disposition  of a  significant  amount of the
Company's assets.

     In return for its equity  interest in the Hotel Fortuna  a.s.,  the Company
received  100,000  shares  of Common  Stock of Ceske  energeticke  zavody  a.s.,
nominal value 1,100 CZK ("CEZ"),  a Czech utility company,  and 86,570 shares of
Common Stock of Vodni stavby Praha a.s., nominal value 1,000 CZK ("VS"), a Czech
construction  company.  Both CEZ and VS are actively  traded on the Prague Stock
Exchange's ("PSE") Main Market. The VS shares were transferred to the Company on
or about October 15, 1996,  and the CEZ shares were  transferred  to the Company
about  November 5, 1996.  Although  the Company  received  the shares at various
dates,  the title to these  shares did not  transfer  until the  delivery of the
Hotel Fortuna,  a.s.  shares.  The Company  transferred  its shares of the Hotel
Fortuna a.s. to Y.S.E.  a.s. on or about November 6, 1996 which also  represents
the final closing of the sale.

     The Company  determined the cost basis of the Hotel Fortuna a.s.  shares by
adding the  Company's  historical  cost  basis in the hotel  with the  Company's
proportionate  share of the hotel's  earnings it received through June 30, 1996.
Based on this  computation,  the Company  determined  that the cost basis of its
interest in the hotel was approximately  $9,400,000 USD. In negotiating the sale
of the Company's  interest in Hotel Fortuna,  a.s., the Purchaser offered shares
of CEZ and VS as consideration for the shares of Hotel Fortuna, a.s. The Company
negotiated  the  number  of  the  CEZ  and  VS  shares  it  was  to  receive  as
consideration  by  utilizing  the then  current  market  values of the shares as
quoted on the PSE on October 1, 1996,  the date of the signing of the  contract.
On October 1, 1996, the PSE quoted prices of CEZ and VS were 1,040 CZK and 1,900
CZK per share,  respectively.  Based on these October 1, 1996 quoted prices, the
value of the consideration to be received was approximately $9,800,000 USD.

     The Company valued the  consideration  received on the sale of its interest
in Hotel Fortuna,  a.s. as of November 6, 1996, which is the date title to these
shares was transferred to the Company. This is consistent with the provisions of
current accounting  literature which describes the conditions required to be met
for a sale to be considered  consummated.  As of November 6, 1996, the per share
prices  of the CEZ  and VS were  950 CZK  and  1,300  CZK,  respectively,  which
represented approximately $7,957,012 USD at the then current exchange rates. The
Company classified these shares as available for sale securities.

     On a date subsequent to obtaining the shares, the Company used 2,500 shares
of CEZ and  30,302  shares  of VS to repay  the  balance  of the  principal  and
interest due under a Note payable owed to Finn s.r.o. in the approximate  amount
of $2.1 million USD. Also, the Company sold 13,900 shares of VS at 1,800 CZK per
share for approximately $910,000 USD.

     In January and February 1997,  the Company sold its entire  interest in CEZ
in a series of transactions with a total value of approximately $3,700,000 USD.
The average sales price per share was 1,067 CZK.

     On March 6,  1997,  the  Company  purchased  a 90%  interest  of  Financial
Planning Services International, Inc. ("FPS"), a Delaware corporation and member
of the National  Association  of Securities  Dealers,  Inc.  ("NASD"),  from Mr.
Robert Sass, a non-affiliate.  In consideration of the 90% interest, the Company
issued to Mr. Sass,  22,500  shares of the Company's  common stock.  The Company
subsequently renamed FPS to Eastbrokers North America, Inc.  ("Eastbrokers NA").
Mr. John Paul DeVito,  Vice  President of Brokerage  and Sales and President and
CEO of  Eastbrokers  NA purchased the balance of the 10% of FPS for 2,500 shares
of the Company's  Common Stock.  Mr. DeVito  purchased the 2,500 shares from the
Company at $4.00 per share for an aggregate  amount of $10,000,  $9,875 of which
was loaned to Mr. DeVito by the Company in exchange for a promissory  note.  Mr.
Sass is a board  member of the  Eastbrokers  NA and  serves as an advisor to the
Chairman of the Board of the Company.

GOVERNMENT REGULATION

     The Company has operations  based in 12 foreign  countries.  The Company is
exposed  to the risk of changes in social,  political  and  economic  conditions
inherent in foreign operations, including changes in the laws and policies that


                                     - 5 -


<PAGE>

govern foreign  investment in countries where it has operations as well as, to a
lesser extent, changes in United States laws and regulations relating to foreign
trade and  investment.  There can be no  assurance  as to the  future  effect of
changes in social,  political and economic  conditions on the Company's business
or financial condition.

COMPETITION

     The  Company  encounters  substantial  competition  from both  foreign  and
domestic businesses in Central and Eastern Europe. A large number of established
and well-financed  entities  including  multinational  businesses and investment
banking firms such as Creditanstaldt,  Credit Suisse-First  Boston, ING Bearings
and  ABN  Amro,  have  recently  and  substantially   increased  their  business
activities  in Central  and Eastern  Europe.  Nearly all of such  entities  have
substantially  greater financial  resources,  technical expertise and managerial
capabilities  than  the  Company,  and  consequently,  the  Company  may be at a
substantial  competitive  disadvantage in the conduct of its business in Central
and Eastern Europe.

EMPLOYEES

     The  Company  currently  has  207  full-time  employees  and  28  part-time
employees.

COMPLIANCE WITH ENVIRONMENTAL REGULATIONS

     The Company must comply with various federal,  state and local  regulations
relating  to the  protection  of the  environment.  Federal,  state,  and  local
provisions  which have been  enacted  or adopted  regulating  the  discharge  of
materials into the  environnment or otherwise  relating to the protection of the
environment  will not, in the opinion of the Company,  have a material effect on
the capital expenditures, earnings, or the competitive position of the Company.

RISK FACTORS

Volatile Nature of Securities Business

     The  securities  business  is, by its  nature,  subject to  various  risks,
particularly  in  volatile  or illiquid  markets,  including  the risk of losses
resulting from the underwriting or ownership of securities,  trading,  arbitrage
and  merchant  banking  activities,  counterparty  failure to meet  commitments,
customer fraud,  employee fraud,  misconduct and errors,  failures in connection
with the processing of securities transactions and litigation.

     The Company's principal business activities, investment banking, securities
sales and trading and  correspondent  brokerage  services  are, by their nature,
highly  competitive and subject to various risks,  volatile  trading markets and
fluctuations in the volume of market activity.  Consequently,  the Company's net
income  and  revenues  have  been,  and  may  continue  to be,  subject  to wide
fluctuations,  reflecting  the  impact  of many  factors  beyond  the  Company's
control,  including  securities market  conditions,  the level and volatility of
interest rates, competitive conditions and the size and timing of transactions.

     The securities  business and its profitability are affected by many factors
of a  national  and  international  nature,  including  economic  and  political
conditions,  broad trends in business and finance,  legislation  and  regulation
affecting the national and  international  business and  financial  communities,
currency values, inflation, market conditions, the availability of short-term or
long-term funding and capital, the credit capacity or perceived creditworthiness
of the security  industry in the  marketplace  and the level and  volatility  of
interest rates.

     A securities firm's business and its profitability are also affected by the
firm's credit capacity or perceived  creditworthiness  and competitive  factors,
including its ability to attract and retain highly skilled employees.  These and
other  factors  may  contribute  to  reduced  levels  of new  issue  or  merger,
acquisition,   restructuring,   and  leveraged  capital  activities,   including
leveraged  buyouts and high-yield  financing,  or the level of  participation in
financing and  investment  related to such  activities,  generally  resulting in
lower revenues from investment and merchant  banking fees and  underwriting  and
corporate development investments. Reduced volume of securities transactions and
reduced  market  liquidity  generally  result in lower  revenues from dealer and
trading activities and commissions.

     Lower  price  levels  of  securities  may  result  in a  reduced  volume of
transactions  and in losses from declines in the market value of securities held
in trading,  investment  and  underwriting  positions.  Sudden sharp declines in
market values of  securities  and the failure of issuers and  counterparties  to
perform their obligations can result in illiquid markets.  In such markets,  the
Company may not be able to sell  securities and may have  difficulty in covering
its

                                     - 6 -

<PAGE>

securities positions.  Such markets, if prolonged,  may also lower the Company's
revenues from investment  banking,  merchant banking and other investments,  and
could have a material adverse effect on the Company's  results of operations and
financial condition.

Significant Competition Within the Securities Industry

     The  Company  encounters  significant  competition  in all  aspects  of the
securities  business and competes  worldwide  directly  with other  domestic and
foreign securities firms, a number of which have greater capital,  financial and
other  resources  than the  Company.  In  addition  to  competition  from  firms
currently in the securities business, there has been increasing competition from
other sources, such as commercial banks and investment boutiques.

     As a result of anticipated  legislative  and regulatory  initiatives in the
U.S.  to remove or relieve  certain  restrictions  on  commercial  banks,  it is
possible  that  competition  in some markets  currently  dominated by investment
banks may increase in the near future.

     Such  competition  could also affect the  Company's  ability to attract and
retain  highly  skilled  individuals  to conduct  its  various  businesses.  The
principal  competitive  factors  influencing  the  Company's  business  are  its
professional  staff, the Company's  reputation in the marketplace,  its existing
client  relationships,  the ability to commit capital to client transactions and
its mix of market capabilities.  The Company's ability to compete effectively in
securities  brokerage and investment  banking activities will also be influenced
by the adequacy of its capital  levels.  In addition,  the Company's  ability to
expand its business may depend on its ability to raise additional  capital.  See
"Description of Business - Competition".

Business Subject to Extensive Federal, State and Foreign Regulations

     The  Company's  business  is, and the  securities  industry  generally  is,
subject to  extensive  regulation  in Austria and all other  Central and Eastern
European states where its subsidiaries operate at the state level, as well as by
industry self-regulatory  organizations ("SROs"). The company is also subject to
regulation  by  various  foreign   financial   regulatory   authorities  in  the
jurisdictions  outside of Austria or Central  and Eastern  Europe  where it does
business,  including  by The  Securities  and  Futures  Authority  of the United
Kingdom and the  Securities  and  Exchange  Commission  of the United  States of
America. See "Description of Business - Governmental Regulation".

     Compliance with many of the regulations  applicable to the Company involves
a number of risks,  particularly  in areas where  applicable  regulations may be
unclear.  The Austrian Ministry of Finance (the "Ministry"),  other governmental
regulatory  authorities,   including  state  securities  regulators,  and  SROs,
including the Vienna Stock Exchange  Chamber,  may institute  administrative  or
judicial  proceedings or arbitrations  which may result in censure,  fine, civil
penalties  (including treble damages in the case of insider trading violations),
the issuance of cease-and-desist  orders, the de-registration or suspension of a
broker-dealer,  investment adviser or futures commission merchant, the statutory
disqualification  of its officers or employees  or other  adverse  consequences,
and, even if none of such actions is taken, could have a material adverse effect
on the Company's  perceived  creditworthiness,  reputation and  competitiveness.
Customers of the Company or others who allege that they have been damaged by the
Company's   violation  of  applicable   regulations  also  may  seek  to  obtain
compensation from the Company,  including the unwinding of any transactions with
the Company.

     Additional  legislation  and  regulations,  including those relating to the
activities of affiliates of broker-dealers,  changes in rules promulgated by the
Ministry or other Austrian or foreign  governmental  regulatory  authorities and
SROs or changes in the  interpretation or enforcement of existing laws and rules
may adversely affect the manner of operation and profitability of the Company.

     The Company's businesses may be materially affected not only by regulations
applicable to it as a financial market intermediary,  but also by regulations of
general  application.  For example,  the volume of the  Company's  underwriting,
merger  and  acquisition  and  merchant  banking  business  in any year could be
affected  by,  among  other  things,  existing  and  proposed  tax  legislation,
antitrust policy and other governmental  regulations and policies (including the
interest   rate   policies  of  the  Austrian   Central  Bank)  and  changes  in
interpretation  or  enforcement  of  existing  laws and rules  that  affect  the
business  and  financial  communities.  From  time to  time,  various  forms  of
anti-takeover  legislation  and  legislation  that  could  affect  the  benefits
associated with financing leveraged transactions with high-yield securities have
been proposed that, if enacted,  could adversely affect the volume of merger and
acquisition  and  investment  banking  business,  which in turn could  adversely
affect  the  Company's  underwriting,  advisory  and  trading  revenues  related
thereto.

                                     - 7 -


<PAGE>

Market,  Credit and Liquidity  Risks  Associated with  Underwriting  and Trading
Activities

     The Company's underwriting, securities trading, market-making and arbitrage
activities  are  conducted by the Company as principal and subject the Company's
capital to significant risks, including market, credit (including  counterparty)
and liquidity risks.

     The Company's underwriting, securities trading, market-making and arbitrage
activities  often  involve the  purchase,  sale or  short-sale  of securities as
principal in markets that may be characterised  by relative  illiquidity or that
may be particularly  susceptible to rapid fluctuations in liquidity. The Company
from  time to time  has  large  position  concentrations  in  certain  types  of
securities or  commitments  and in the  securities of or commitments to a single
issuer, including sovereign governments and other entities, issuers located in a
particular  country  or  geographic  area,  or issuers  engaged in a  particular
industry. Through its subsidiaries and affiliate offices, the Company engages in
proprietary   trading  of  Eastern  European  securities  with  an  emphasis  on
government and corporate  bonds,  local debt instruments and Central and Eastern
European equity  securities,  which involve risks  associated with the political
instability  and  relative  currency  values of the  nations in which the issuer
principally  engages  in  business  as well as the risk of  nationalisation.  In
addition,   the  Company   has,   from  time  to  time,   substantial   position
concentrations in or commitments to high-yield issuers.

     These securities generally involve greater risk than  investment-grade debt
securities due to credit considerations,  liquidity of secondary trading markets
and  vulnerability  to general economic  conditions.  The level of the Company's
high-yield  securities  inventories  and the impact of such  activities upon the
Company's  results of operations can fluctuate from period to period as a result
of customer demands and economic and market considerations.

     In addition,  the trend in all major capital  markets,  for competitive and
other reasons,  toward larger commitments on the part of lead underwriters means
that,  from  time to  time,  an  underwriter  may  retain  significant  position
concentrations  in  individual  securities.  Such  concentrations  increase  the
Company's exposure to specific credit,  market and political risks. In addition,
material  fluctuations in foreign  currencies  vis-a-vis the U.S. dollar, in the
absence of countervailing covering or other procedures,  may result in losses or
gains in the  carrying  value of  certain  of the  Company's  assets  located or
denominated  in  non-U.S.   jurisdictions  or  currencies.   See   "Management's
Discussion and Analysis or Plan of Operation".

Capital Intensive Nature of and Potential Losses Resulting from Merchant Banking
Activities

     Securities  firms,  including the Company,  increasingly  facilitate  major
client  transactions and transactions  sponsored by their  proprietary  pools of
capital by using their own capital in a variety of  investment  activities  that
have been broadly described as merchant banking.

     Such  activities  include,  among other things,  purchasing  equity or debt
securities  or  making  commitments  to  purchase  such  securities  in  merger,
acquisition,   restructuring  and  leveraged  capital  transactions,   including
leveraged buyouts and high-yield  financing.  Such positions and commitments may
involve  substantial  amounts of capital  and  significant  exposure  to any one
issuer or  business,  as well as market,  credit  and  liquidity  risks.  Equity
securities purchased in these transactions  generally are held for appreciation,
are not readily  marketable and typically do not provide dividend  income.  Debt
securities  purchased in such  transactions  typically rank  subordinate to bank
debt of the issuer and may rank  subordinate  to other  debt of the  issuer.  In
addition, the Company also provides and arranges bridge financing, which assures
funding for major  transactions,  with the expectation  that refinancing will be
obtained  through the placement of  high-yield  debt or other  securities.  Such
activities  may also  involve  substantial  amounts of capital  and  significant
exposure  to any one  issuer as well as various  risks  associated  with  credit
conditions and vulnerability to general economic conditions.

     There can be no assurance that the Company will not experience  significant
losses as a result of such activities. See "Management's Discussion and Analysis
or Plan of Operation".

Derivative Financial Instruments

     At the present time,  the Company does not engage in the use of derivatives
financial  instruments.   In  many  of  the  countries  where  the  Company  has
operations, the local currencies are referred to as "soft" or "exotic". As such,
there are very few, if any, cost effective hedging  strategies  available to the
Company or potential  investors.  The Company's  inability to engage in currency
hedging activities, in a cost effective manner, may result in its earnings being
subject to greater volatility due to exchange rate fluctuations against the U.S.
dollar.

                                     - 8 -

<PAGE>

Dependence upon Availability of Capital and Funding

     A  substantial  portion of the  Company's  total assets  consists of highly
liquid marketable securities and short-term  receivables arising from securities
transactions. The highly liquid nature of these assets provides the Company with
flexibility  in financing  and managing its  business.  However,  certain of the
Company's  activities such as merchant banking  frequently  involve  substantial
capital commitments in securities which are often illiquid. The funding needs of
the Company are satisfied from internally generated funds and capital, including
equity,  long-term  debt and short-term  borrowings  which consist of securities
sold under agreements to repurchase ("repurchase agreements"),  master notes and
committed and uncommitted lines of credit.

     All repurchase  transactions and a portion of the Company's bank borrowings
are made on a collateralized basis. Liquidity management includes the monitoring
of assets available to hypothecate or pledge against short-term  borrowing.  The
Company maintains borrowing relationships with a broad range of banks, financial
institutions,  counterparties and others. The volume of the Company's borrowings
generally fluctuates in response to changes in the amount of resale transactions
outstanding,  the level of the  Company's  securities  inventories  and  overall
market  conditions.  Availability of financing to the Company can vary depending
upon  market  conditions,  the  volume of  certain  trading  activities,  credit
ratings,  credit  capacity  and  the  overall  availability  of  credit  to  the
securities  industry and there can be no assurance  that  adequate  financing to
support the  Company's  businesses  will continue to be available in the future.
See "Management's Discussion and Analysis or Plan of Operation".

Potential Restrictions on Business of, and Withdrawal of Capital from, Regulated
Subsidiaries Resulting from Net Capital Requirements

     As a  registered  broker-dealers  and member of  numerous  stock  exchanges
throughout  Central and Eastern  Europe,  the Company is required to comply with
each of the countries' regulatory authorities and net capital rules of the stock
exchanges.  These rules,  which  specify  minimum net capital  requirements  for
registered  broker-dealers  and stock exchange  members,  are designed to assure
that  broker-dealers  maintain adequate  regulatory capital in relation to their
liabilities  and the size of their  customer  business  and have the  effect  of
requiring that at least a substantial portion of their assets be kept in cash or
highly liquid investments.  Compliance with such net capital  requirements could
limit operations that require the intensive use of capital, such as underwriting
and trading activities. These rules also could restrict the Company's ability to
withdraw capital from the regulatory  authorities,  even in circumstances  where
these  authorities  hold more than the minimum amount of the Company's  required
capital,  which in turn,  could limit the  Company's  ability to pay  dividends,
repay debt and redeem or repurchase shares of its outstanding capital stock.

Potential Securities Laws Liability

     Many  aspects  of the  Company's  business  involve  substantial  risks  of
liability.  In recent years,  there has been increasing  incidence of litigation
involving the securities  industry,  including class actions that generally seek
substantial  damages.  Companies engaged in the underwriting and distribution of
securities  are exposed to substantial  liability  under  applicable  securities
laws.

Dependence on Personnel and Certain Key Management

     Most  aspects of the  Company's  business are  dependent on  highly-skilled
individuals. The Company devotes considerable resources to recruiting,  training
and compensating  such individuals and has taken further steps to encourage such
individuals  to remain in the  Company's  employ.  Individuals  employed  by the
Company  may,  however,  choose to leave the Company at any time to pursue other
opportunities.   In  addition,  the  operation  of  the  Company's  business  is
principally dependent on certain key management personnel. In particular, Martin
A. Sumichrast and Peter Schmid have played  significant  roles in the promotion,
development  and management of the Company.  If the employment by the Company of
either of these two  people  terminates,  or they are  unable to  perform  their
duties,  there may be a significant  adverse  effect on the  performance  of the
Company as a whole.  At the present  time,  the Company  does not have a key-man
life insurance policy in effect with respect to Mr. Schmid. See "Item 9".

Operating Losses and Financial Condition

     Since  its  formation,  the  Company  has  suffered  substantial  cash flow
deficits and  operating  losses.  The net loss


                                - 9 -
<PAGE>

for the year ended March 31, 1997 was $866,411. As of such date, the Company had
cash and cash equivalents of $4,755,723 and net working capital of approximately
$6,500,000.  There can be no assurance that the Company's future operations will
be  profitable  or  that it will  have  available  funds  adequate  to fund  its
operations.  Should the  operations of the Company be  profitable,  it is likely
that the  Company  would  retain much or all of its  earnings to finance  future
growth and expansion.

"Penny Stock"  Regulations May Impose Certain  Restrictions on  Marketability of
Securities

     The  Securities  and  Exchange   Commission   ("Commission")   has  adopted
regulations  which generally define "penny stock" to be any equity security that
has a market price (as defined)  less than $5.00 per share or an exercise  price
less than $5.00 per share,  subject to certain exceptions.  The Company's Common
Stock is currently  listed in the Nasdaq SmallCap Market and, as a result,  such
securities are currently exempt from the definition "penny stock." If the Common
Stock is removed from listing on Nasdaq at any time,  the  Company's  securities
may become subject to rules that impose  additional sales practice  requirements
on  broker-dealers  who sell such  securities to persons other than  established
customers  and  accredited  investors  (generally,  those persons with assets in
excess of $1,000,000 or annual income exceeding $200,000, $300,000 together with
their spouse).  For transactions  covered by these rules, the broker-dealer must
make a special suitability determination for the purchase of such securities and
have received the purchaser's  written  consent to the transaction  prior to the
purchase.  Additionally,  for any  transaction  involving a penny stock,  unless
exempt,  the rules require the  delivery,  prior to the  transaction,  of a risk
disclosure  document  mandated  by the  Commission  relating  to the penny stock
market. The broker-dealer also must disclose the commissions payable to both the
broker-dealer  and the  registered  representative,  current  quotations for the
securities and, if the broker-dealer is the sole market-maker, the broker-dealer
must  disclose  this  fact and the  broker-dealer's  presumed  control  over the
market.  Finally,  monthly  statements  must be  sent  disclosing  recent  price
information  for the penny  stock held in the  account  and  information  on the
limited  market in penny  stocks.  Consequently,  the  "penny  stock"  rules may
restrict the ability of broker-dealers  to sell the Company's  securities in the
secondary market.

Proposed Changes to Nasdaq Listing Requirements

     On November 6, 1996,  the Board of  Directors of Nasdaq  approved  proposed
changes to the entry  standards  necessary  to qualify  for  listing on both the
Nasdaq National Market (the "National  Market") and the Nasdaq SmallCap  Market.
Following a 30-day comment period,  the Nasdaq Board of Directors has considered
comments,  made modifications of the proposed changes and filed the rule changes
with the  Securities  and  Exchange  Commission  for final  approval.  Among the
proposed changes to the Nasdaq SmallCap Market listing and maintenance  criteria
are the following: eliminating the alternative test to the $1 minimum bid price;
extending the corporate  governance standards currently required by the National
Market to the SmallCap  issuers;  increasing  the  quantitative  standards;  and
implementing a requirement that auditors of  Nasdaq-listed  companies be subject
to  proper  review.  If  the  proposed  or  other  changes  to the  listing  and
maintenance  criteria are approved by the  Securities  and Exchange  Commission,
there  can be no  assurance  that  the  Company  will be able  to  fulfill  such
criteria.

Delisting of Securities to Adversely Affect Market

     In the event that the Common Stock were to no longer meet applicable Nasdaq
requirements  and were delisted  from Nasdaq,  the Company would attempt to have
its securities traded in the over-the-counter market via the Electronic Bulletin
Board or the "pink sheets." In such event,  holders of the Company's  securities
would likely  encounter  greater  difficulty  in  disposing of these  securities
and/or  obtaining  accurate  quotations  as  to  the  prices  of  the  Company's
securities.

Specific Risks of the Geographic Area Covered by the Company

     The  Company's  investments  will be  primarily  in  securities  of issuers
resident in an area which is  currently in a state of flux - Central and Eastern
Europe and Central Asia. Its political  institutions  and economic  policies now
face the challenges of rapid change.  Its  population is ethnically  diverse and
cultural and religious tensions abound.  Memories of conflicts,  past injustices
and the legacy of the denial of justice and the  expropriation  of property will
continue to create  tension for years to come.  These problems will compound the
difficulties of the change from a centrally planned economy to a market economy.
For these reasons the Company's investments will be subject to risks of a nature
and degree not normally  encountered in relation to more developed economies and
additional to those inherent in any equity investment. Specific examples of some
of these risks are described below:

                                     - 10 -


<PAGE>

     Liquidity  of the  Company's  Investments:  The  nature  of  the  Company's
     investments  limits their  potential  secondary  market.  Accordingly,  the
     Company  may not be able to achieve  the full value of its  investments  on
     disposal. Once local stock markets are operational,  it is anticipated that
     liquidity  will  improve,  but there exists no  guarantee  that the markets
     should be as liquid as those of  developed  countries.  Due to the risks of
     illiquidity of its  investments,  the Company could be faced with a risk of
     non-reimbursement of its loans.

     Political  and  Economic  Factors:  The  countries  in which the  Company's
     operations are concentrated had centrally-planned,  socialist economies for
     many years.  Attempts at political and economic  reform have been made with
     limited  success  and it is  impossible  to  foresee if such  reforms  will
     achieve their  intended aims.  Restrictions  may be imposed on investing in
     specific companies or industries which may be considered to be important or
     sensitive  to  national  interests  and which may also  represent  the best
     investment opportunities. In addition, investments may be expropriated on a
     change of government policy.

     Valuation  Risk:  Accounting  and  financial  reporting  standards  in  the
     selected countries are not equivalent to International Accounting Standards
     and  consequently,  less  information  is  available  to  investors  in the
     selected  countries than in more developed  capital markets.  Nevertheless,
     the  Company  will  use for the  valuation,  financial  reports  issued  by
     international  auditing  firms and all other means will be applied in order
     to monitor the unlisted investments.


     Problems of Transition and Business Failure: Until very recently, virtually
     all industrial output within the Comecon and Warsaw Pact countries was from
     state-owned  industry.  As  a  result,  few  individuals  understand  basic
     capitalistic management skills and techniques. Privatization of much of the
     region's  industry and the transition to a more  market-orientated  economy
     will be difficult.  Industry in the region is  considerably  less developed
     and less  efficient  than  industry  in Western  Europe and, in addition to
     doubts as to the  continuing  viability of much of the  region's  industry,
     those businesses which survive are likely to require  considerable  capital
     investment  and  restructuring.  The failure of one or more  businesses  in
     which the Company has invested may have a significant adverse effect on the
     performance of the Company as a whole.

     Legal Infrastructure: The Company and its advisors will be reliant on legal
     advisors in the jurisdictions in which it invests. Due to the inadequacy or
     immaturity of legal  systems in some  jurisdictions  and the  difficulty of
     obtaining adequate or satisfactory legal advice, it may be impossible to be
     certain that the Company has valid legal title to the  investments  located
     in such  jurisdictions  or to be  able to  protect  its  interests  in such
     investments.

     Changes  in  Law  and  Enforcement  of  Rights:   Legislation  relating  to
     securities, stock markets and property rights is either non existent or has
     been  introduced  very  recently  in  several  of the  countries  where the
     Company's  operations  are located.  Existing  legislation  is likely to be
     subject to extensive  amendment  and  significant  new  legislation  may be
     introduced at any time. It may be difficult to enforce the Company's rights
     in cases where competing claims arise or in case of re-nationalization.

     Investment  and  Repatriation  Restrictions:   Repatriation  of  investment
     income,  capital and the proceeds of sales by foreign investors may require
     governmental  registration and/or approval.  A number of countries in which
     the Company may invest do not have freely  convertible  currencies or their
     currencies  may  only  be   convertible   at  rates   determined  by  their
     governments.  Repatriation  restrictions  may also be  imposed at any time.
     Changes in the value of currencies in which the Company's  investments  are
     denominated  will  result  in a  corresponding  change  in the value of the
     Company's  assets which are generally  denominated in the local  functional
     currencies. Investors should note that the local currencies involved may be
     subject to rapid devaluation against the major "hard" currencies,  with the
     result that delays in currency conversion may cause significant losses.

     Taxation: Taxation of dividends and capital gains received by non-residents
     varies among the selected  countries.  In addition,  the selected countries
     generally have less well-defined tax laws and procedures, and such laws may
     permit retroactive  taxation.  As a result, the Company could in the future
     become subject to local tax  liabilities  that had not been  anticipated in
     conducting  its  investment  activities or valuing its assets.  The Company
     may, if, in the opinion of the Directors and the Company's Tax Advisor,  it
     is likely to be fiscally beneficial for the Company, invest via one or more
     wholly owned subsidiaries located in any jurisdiction in the world.


                                     - 11 -

<PAGE>

Enforceability of Civil Liabilities

     A  substantial  portion of the  Company's  assets are  located  outside the
United  States.  It may be difficult  for  investors  to enforce  outside of the
United States judgments against the Company obtained in the United States in any
actions, including actions predicated upon the civil liability provisions of the
securities laws of the United States.  In addition,  certain of the officers and
directors of the Company are not citizens or residents of the United  States and
all or a substantial portion of the assets of such persons are or may be located
outside the United  States.  As a result,  it may be difficult  for investors to
effect  service of process  within the United States  against such persons or to
enforce judgments obtained in the United States,  including judgments predicated
upon the civil liability provisions of the securities laws of the United States.


Item  2. DESCRIPTION OF PROPERTY

     The Company does not own any  properties and is not a party to any material
leases.


Item  3. LEGAL PROCEEDINGS

         The Company is not a party to any material litigation.


Item  4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matters were submitted during the fourth quarter of the Company's fiscal
year to a vote of  security  holders  through  the  solicitation  of  proxies or
otherwise.

























                                     - 12 -

<PAGE>

                                     PART II

Item 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The Company's  Common Stock is traded on the NASDAQ  SmallCap  Market under
the symbol "EAST" (previously, the symbol was "CZCH").

     The following table sets forth the reported high and low bid quotations (as
adjusted for the  one-for-five  reverse split of the Company's  Common Stock) of
the Common Stock for the periods indicated,  commencing with the date the Common
Stock  became  listed  on the  NASDAQ  SmallCap  Market  (June  8,  1995).  Such
quotations reflect  inter-dealer  prices,  without retail mark-up,  mark-down or
commission and may not necessarily represent actual transactions.
<TABLE>
<CAPTION>

                                                 Common Stock
                                   -----------------------------------------
                                          High                  Low
                                   -------------------- --------------------
        <S>                              <C>                 <C>

            1995
        Second Quarter                   $ 32.5000           $  20.0000
        (June 8-June 30)
        Third Quarter                    $ 26.2500           $   8.1250
        Fourth Quarter                   $ 11.8750           $   5.0000
            1996
        First Quarter                    $  9.0625           $   5.0000
        Second Quarter                   $ 13.7500           $   5.6250
        Third Quarter                    $ 11.2500           $   4.5625
        Fourth Quarter                   $  6.0000           $   3.5000
            1997
        First Quarter                    $  5.2500           $   3.3750
        Second Quarter                   $  7.5000           $   4.3125
       (through June 27, 1997)

</TABLE>

     On June 27,  1997,  the  Company's  Common  Stock as reported on the NASDAQ
SmallCap Market system was $6.375  (closing bid price).  On that date there were
approximately  70 holders of record of Common Stock  (including  entities  which
hold stock in street name on behalf of other beneficial owners).

     The Company has not paid any cash  dividends  on its Common  Stock to date,
and  does  not  anticipate  declaration  or  payment  of  any  dividends  in the
foreseeable  future. The Company  anticipates that for the foreseeable future it
will  follow a policy of  retaining  earnings,  if any,  in order to finance the
expansion and  development  of its business.  Payment of dividends is within the
discretion  of the  Company's  Board  of  Directors  and  will  depend  upon the
earnings,  capital  requirements  and operating  and financial  condition of the
Company, among other factors.

     On December  10, 1996,  the Board of Directors  approved a plan whereby the
Company was  authorized to begin a buy-back  program of its common stock.  Under
the terms of this plan, the Company was authorized to redeem up to $1,000,000 of
common stock at a price not to exceed $5.00 per share beginning in January 1997.
On January 23, 1997, the Company  redeemed 45,000 of its  outstanding  shares at
$4.75 per share. Currently,  the Company's common stock is trading at a price in
excess of the approved plan and no additional buy-backs are anticipated.

     On March 20, 1997 the Company  entered into a consulting  agreement with JB
Sutton Group, Inc. ("Sutton"). Pursuant to the Agreement, the Company granted to
Sutton  150,000  warrants  (the  "Warrants').  Each Warrant  entitles  Sutton to
purchase one share of the  Company's  Common Stock at a price equal to $4.00 per
share.  The  Warrants  are  exercisable  for the three year period  beginning on
January 1, 1999 and ending on December 31, 2001.

     In April 1997, the Company issued 125,002 shares of common stock, par value
$.05,  of the  Company  ("Common  Stock").  The  securities  were  sold to three
individuals:  Calvin S.  Caldwell,  Frank  Huang and Jay  Raubvogel  for a total



                                     - 13 -


<PAGE>

offering  price of $750,012 or $6.00 per share.  The net proceeds to the Company
were $725,012. There were no underwriting discounts or commissions. The Offering
was made  pursuant  to an  exemption  from  registration  under  Rule 506 of the
Securities Act of 1933, as amended (the "Securities Act"). The Offering was made
only to selected  "accredited  investors" as that term is defined in Rule 501(a)
of the Securities Act.




























                                     - 14 -

<PAGE>



Item  6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

General

     The following  discussion of the Company's  financial condition and results
of operations  should be read in conjunction  with the financial  statements and
notes thereto appearing elsewhere in this Form 10-KSB.

     The Company's  principal  activities have changed  dramatically  during the
past fiscal  year.  During the fiscal year ending  March 31,  1997,  the Company
completely  disposed of its  interest in the Hotel  Fortuna,  a.s.  and acquired
Eastbrokers   Beteiligungs  AG,  an  Austrian  based  securities   broker-dealer
providing  financial  services in Central and Eastern Europe through its network
of subsidiaries and affiliate offices.

     The  earnings of the Company  are subject to wide  fluctuations  since many
factors  over which the  Company  has  little or no  control,  particularly  the
overall volume of trading and the volatility and general level of market prices,
may significantly affect its operations.

     The Company's  assets have increased from  $26,242,561 at December 31, 1995
to  $32,014,929  at March 31, 1997,  the Company's  liabilities  increased  from
$2,300,136  at  December  31, 1995 to  $12,613,492  at March 31,  1997,  and the
Company's  minority  interest  in  consolidated   subsidiaries   decreased  from
$9,353,228 at December 31, 1995 to $1,549,386 at March 31, 1997. The increase in
assets and liabilities is primarily attributable to the Company's acquisition of
Eastbrokers  Beteiligungs  AG in 1996.  The  decrease  in  minority  interest is
primarily due to the Company's disposition of its interest in the Hotel Fortuna,
a.s. during 1996.

     The information contained in this Item contains forward looking statements.
Readers are  cautioned  not to place undue  reliance on this  information  which
speaks only as of the date hereof.  The matters  referred to in such  statements
could be  affected  by the risks and  uncertainties  inherent  in the  Company's
business, including (without limitation) the effects of political,  economic and
market conditions both  domestically and in Eastern and Central Europe.  See the
discussion of risks and uncertainties set forth under the caption "Risk Factors"
which  appears in Item 1.  Further,  the Company  undertakes  no  obligation  to
release  publicly any revisions to these forward  looking  statements to reflect
events  occurring  after the date hereof or to reflect  unanticipated  events or
developments.

Plan of Operation

     On August 1, 1996, the Company  consummated  its acquisition of Eastbrokers
AG reflecting its previously  stated  objective of seeking to invest into, merge
with or acquire one or more companies in growth  oriented  industries.  Although
the  Company's  focus had been  primarily  in the Czech  Republic,  its original
mission  was to pursue  such  investment  opportunities  throughout  Eastern and
Central Europe. Eastbrokers AG is a holding company providing financial services
in  Eastern  and  Central  Europe  through  its  network  of  subsidiaries.  The
acquisition of Eastbrokers AG is intended to not only provide an earnings stream
from its core  brokerage  business,  but also  positions  the Company to provide
investment  banking  and  corporate  finance  services  in  an  emerging  market
infrastructure and growth industries.

     The Company's business strategy is to (1) utilize its marketing and Central
and Eastern Europe emerging market  expertise to take advantage of opportunities
for growth in this sector of the global securities  market; (2) develop the base
of its asset management  business  through  concentrating on Central and Eastern
European  debt and equity  securities;  (3) enhance  and  develop the  Company's
merchant banking activities; (4) identify potential corporate finance candidates
for  investment  banking  opportunities;  and (5) utilize its  expertise  in the
privatization   activities  still  available  in  Central  and  Eastern  Europe.
Management also believes there are significant  opportunities  available in this
region for specialized account and institutional sales.

     The Company believes that investment in the emerging markets of Central and
Eastern  Europe will  continue to grow rapidly in the coming  years.  Currently,
Hungary,  Romania,  and Poland are  enjoying  enhanced  interest  on the part of
foreign  investors.   The  Company  has  successfully   marketed  its  NIF  Trud
Privatization Fund of Bulgaria.  NIF Trud has approximately 120,000 shareholders
and owns  interests  in 78  Bulgarian  companies.  The Company  currently is the
exclusive  management  company  for NIF Trud.  The  Company  intends  to provide
ongoing  management  services to NIF Trud and investment banking services to the
companies in its portfolio.

     While  investing  in the  emerging  markets of Central and  Eastern  Europe
involves  risk  considerations  not  typically   associated  with  investing  in
securities of U.S. issuers,  the Company believes that such  considerations  are
outweighed by the benefits of diversification and potentially superior returns.

                                     - 15 -


<PAGE>


     Among the considerations  involved in investing in emerging markets such as
Central and  Eastern  Europe is that less  information  may be  available  about
foreign companies than about domestic companies.  Foreign companies are also not
generally  subject to  uniform  accounting,  auditing  and  financial  reporting
standards or to other regulatory practices and requirements  comparable to those
applicable  to  domestic  companies.  In  addition,  unlike  investing  in  U.S.
companies, securities of non-U.S. companies are generally denominated in foreign
currencies,  thereby  subjecting  each  security  to  changes  in value when the
underlying  foreign  currency  strengthens or weakens  against the U.S.  dollar.
Currency  exchange rates can also be affected  unpredictably  by intervention of
U.S.  or  foreign  governments  or  central  banks or by  currency  controls  or
political developments in the U.S. and abroad.

     The value of international  fixed income products also responds to interest
rate changes in the U.S. and abroad. In general, the value of such products will
rise when  interest  rates fall,  and fall when  interest  rates rise.  However,
interest rates in each foreign country and the U.S. may change  independently of
each other.

     Debt and equity  securities in emerging markets such as Central and Eastern
Europe  may  also  not be as  liquid  as  U.S.  securities  and  their  markets.
Securities of some foreign companies may involve greater risk than securities of
U.S companies.  Investing in Central and Eastern European securities may further
result in higher expenses than investing in domestic securities because of costs
associated  with  converting  foreign  currencies  to U.S.  dollars and expenses
related  to foreign  custody  procedures.  Investment  in  Central  and  Eastern
European  securities may also be subject to local  economic or political  risks,
including  instability of some foreign governments,  inadequate market controls,
the possibility of currency  blockage or the imposition of withholding  taxes on
dividend  or   interest   payments   and  the   potential   for   expropriation,
re-nationalization  or  confiscatory  taxation  and  limitations  on the  use or
repatriation of funds or other assets.

     The Company is also in the process of building its research  department  to
include  reviewing  the general  market  conditions,  specific  industries,  and
individual  companies and providing  timely,  cost  effective  information  with
respect thereto in monthly  newsletters,  which will discuss Central and Eastern
European  economic and  currency  trends and give  readers  specific  investment
recommendations  and ideas. The potential fee for this service,  if any, has not
yet been determined.

     During the year ended March 31, 1997,  management  continued its program of
augmenting mid-level  personnel,  leasing additional office space, and enhancing
the management  information  systems in several of our Eastern European offices.
Management  also began  preparations  to offer certain  services and products to
firms and individuals associated with the U.S. capital markets.

     The Company  intends to have its North American  offices fully  operational
prior to the end of the fiscal year ending March 31, 1998.  This subsidiary will
act as an  introducing  broker  in that it does  not  clear  its own  securities
transactions,  but  instead,  it  contracts  to have such  transactions  cleared
through a  clearing  broker on a fully  disclosed  basis.  In a fully  disclosed
clearing  transaction,  the  identity  of the  Company's  client is known to the
clearing broker.  Generally, a clearing broker physically maintains the client's
account and performs a variety of services as agent for the  Company,  including
clearing all securities  transactions  (delivery of securities sold,  receipt of
securities  purchased  and transfer of related  funds).  The Company  intends to
utilize the services of the Bear Stearns Companies, Inc. ("Bear Stearns") as its
fully disclosed clearing broker. Bear Sterns is recognized as one of the leading
firms in clearing  transactions in emerging  markets such as Central and Eastern
Europe.

Results of Operations

     Fiscal Year 1997 Compared with the Fiscal Year 1995

     The Company is comparing  the calendar  year ending  December 31, 1995 with
the fiscal year ending March 31, 1997.  Since the transition  period ended March
31, 1996  represents  only a short period,  it will be left out of this analysis
except where a material transaction has occurred.

     As noted in the "General" sections, the Company's principal activities have
changed  dramatically  during the past fiscal year. During the fiscal year ended
March 31,  1997,  the Company  completely  disposed of its interest in the Hotel
Fortuna,  a.s.  and  acquired  Eastbrokers  Beteiligungs  AG, an Austrian  based
securities  broker-dealer  providing  financial  services in Central and Eastern
Europe through its network of  subsidiaries  and affiliate  offices.  As such, a
comparison  between  Fiscal  Year Ended March 31, 1997 and the Fiscal Year Ended
December 31, 1995 provides minimal meaningful information.

                                     - 16 -


<PAGE>

     A  non-recurring  item  reflected in the  operations of the Company for the
year ended December 31, 1995,  the  transition  period ended March 31, 1996, and
the year ended March 31, 1997 is the gain on the  disposition  of available  for
sale  securities  of  Moravacentrum  a.s. of $637,417,  $327,104,  and $229,574,
respectively.

     Other  non-recurring  items  reflected in the operations for the year ended
March  31,  1997  are  the  loss on  discontinued  operations  of  approximately
($1,300,000)  on the  disposition of the Company's  entire interest in the Hotel
Fortuna a.s. and the gain on the  disposition  of available for sale  securities
which resulted in a fourth quarter gain of approximately $655,000.

     As an overview of the year ended March 31, 1997,  Eastbrokers  Beteiligungs
AG was first  consolidated  on August 1, 1996 and has a calendar year end. It is
important to note that the  Consolidated  Statements of Operations  includes the
revenues and  expenses of  Eastbrokers  Beteiligungs  AG for the period from the
date of  acquisition  (August 1, 1996)  through  December 31, 1996 (a five month
period) in accordance with Note 1 to the financial statements. See Item 7.
Financial Statements.

     The overall increase in the volume of revenue and expenses is indicative of
a change from a one location, single operating unit to a multi-location, diverse
entity.

Calculation of Earnings Per Share

     The calculation of earnings per share on the financial  statements included
in this report is based on the weighted average number of shares outstanding, as
calculated.

Viability of Operating Results

     The Company,  like many other  securities  firms,  is directly  affected by
general economic conditions and market conditions, changes in levels of interest
rates, and demand for the Company's  investment and merchant banking services in
the countries where its primary  operations are located.  The Company is further
affected by changes in  valuations of the local  currencies  to the U.S.  dollar
(the  functional  currency of the  Company) in the regions in which it operates,
the  interest of foreign  investors  in the local  economies,  and  governmental
regulations  restricting the  repatriation of profits.  In many of the countries
where the  Company's  primary  operations  are  located,  the local  currency is
considered to be "soft" or "exotic".  As such,  there are very few, if any, cost
effective hedging strategies available to the Company or potential investors.

     All of  these  factors  have an  impact  on the  Company's  net  gain  from
securities transactions,  underwriting,  and commissions revenues. In periods of
reduced market  activity,  profitability  is adversely  affected because certain
expenses,   consisting  primarily  of  non-officer  compensation  and  benefits,
communications,  occupancy,  and  general  and  administrative  expenses  remain
relatively constant.

     Currently,  the Czech Republic and Slovak Republic markets are experiencing
extremely  difficult economic  conditions and market reforms may be necessary to
restore these economies to health. In light of these  developments,  the Company
has  reduced  the  level of its  operations  in  these  countries.  The  Company
recognizes  that it may be  necessary to support  negative  cash flow from these
operations in the next 12 to 24 months.

Liquidity and Capital Resources

     The Company's  statements of financial  position reflect a liquid financial
position as cash and assets readily  convertible to cash represent 9 percent, 20
percent,  and 28 percent of total assets at December  31, 1995,  March 31, 1996,
and March 31, 1997, respectively.

     The  Company is subject to net capital and  liquidity  requirements  in the
local jurisdictions in which it operates.  As of March 31, 1997, the Company was
in  excess  of  its  minimum  net  capital  and  liquidity  requirements  in all
jurisdictions in which it operates.

     The Company  finances its operations  primarily  with existing  capital and
funds generated from its diversified operations.

     In the opinion of management,  the Company's existing capital and cash flow
from operations will be adequate to meet its capital needs for at least the next
12 months in light of currently known and reasonably estimable trends. The

                                     - 17 -

<PAGE>

Company is currently  exploring its options with regards to  additional  debt or
equity financing and there can be no assurance such financing will be available.
However,  the Company recognizes that with increased  liquidity it may be better
positioned to take advantage of potential  opportunities in the markets where it
maintains its operations.  No assurances can be made as to the Company's ability
to meet its cash requirements subsequent to any further business combinations.

     In April 1997, the Company issued 125,002 shares of common stock, par value
$.05,  of the  Company  ("Common  Stock").  The  securities  were  sold to three
individuals:  Calvin S.  Caldwell,  Frank  Huang and Jay  Raubvogel  for a total
offering  price of $750,012 or $6.00 per share.  The net proceeds to the Company
were $725,012. There were no underwriting discounts or commissions. The Offering
was made  pursuant  to an  exemption  from  registration  under  Rule 506 of the
Securities Act of 1933, as amended (the "Securities Act"). The Offering was made
only to selected  "accredited  investors" as that term is defined in Rule 501(a)
of the Securities Act.

     At March 31, 1997, the Company had $1,200,793  outstanding under repurchase
agreements.  The weighted average  interest rate on these repurchase  agreements
was 12.91  percent.  Securities  listed on the Prague Stock Exchange Main Market
with a market value of approximately  $1,700,000 were used to collateralize this
arrangement.

Effects of Inflation

     The Company  maintains  operations in several economies that are considered
inflationary.  To the extent that inflation results in rising interest rates and
devaluation  of the local  currencies in relation to the U.S.  dollar have other
adverse affects on the securities markets and on the value of securities held in
inventory,  it may  affect  the  Company's  financial  position  and  results of
operations.


















                                     - 18 -

<PAGE>

Selected Financial Data

The  historical  selected  financial  data set forth  below  for the  respective
periods are derived from the Company's  financial  statements included elsewhere
in this Form  10-KSB and  should be read in  conjunction  with  those  financial
statements and notes thereto.  Those  financial  statements have been audited by
Pannell Kerr Forster PC, independent certified public accountants,  whose report
with respect thereto appears elsewhere in this Form 10-KSB.
<TABLE>
<CAPTION>

                                                         December 31,          March 31,           March 31,
                                                             1995                1996                1997
                                                        --------------      --------------      --------------
       <S>                                              <C>                 <C>                 <C>
       Balance Sheet Data
       Assets                                           $ 26,242,561        $ 26,251,364        $ 32,014,929
       Liabilities                                         2,300,136           2,208,481          12,613,492
       Minority interest in consolidated subsidiaries      9,353,228           9,353,228           1,549,386
       Stockholders' equity                               14,589,197          14,689,655          17,852,051

     Statement of Operations Data
                                                         December 31,          March 31,           March 31,
                                                             1995                1996                1997
                                                        --------------      --------------      --------------
     Revenues
       Principal transactions, net                      $    637,417        $    327,104        $  1,872,767
       Commissions, underwritings & fees                     --                  --                1,588,726
       Interest, dividends & other revenues                  314,191              72,114           2,486,785
       Equity in earnings of unconsolidated affiliates       --                  --                 (396,209)
                                                        --------------      --------------      --------------
                                                             951,608             399,218           5,552,069
                                                        --------------      --------------      --------------
     Expenses
       Compensation and benefits                             342,904             106,583           1,712,308
       Commissions                                           --                  --                  469,111
       Professional and consulting fees                      --                  --                  867,302
       General and administrative                            229,906             133,929             642,897
       Other operating costs                                 310,248              58,248           1,801,005
                                                        --------------      --------------      --------------
                                                             883,058             298,760           5,492,623
                                                        --------------      --------------      --------------
       Net income from continuing operations
         before income taxes and minority interest            68,550             100,458              59,446
       Provision for income taxes                              5,484             --                  249,911
       Minority interest in earnings of subsidiaries         --                  --                  105,416
                                                        --------------      --------------      --------------
       Income (loss) from continuing operations               74,034             100,458             414,773
       Discontinued operations                               181,764             --               (1,281,184)
                                                        --------------      --------------      --------------
       Net income (loss)                                $    255,798        $    100,458        $   (866,411)
                                                        ==============      ==============      ==============

</TABLE>












                                     - 19 -


<PAGE>

Item  7. Financial Statements
<TABLE>
<CAPTION>

         <S>                                                                                        <C>
         Historical Financial Statements
           Independent Auditor's Report...........................................................  21
           Consolidated Statements of Financial Condition.........................................  22
           Consolidated Statements of Operations
             Year Ended December 31, 1995, Transition Period Ended March 31, 1996,
                and Year Ended March 31, 1997.....................................................  23
           Consolidated Statements of Changes in Stockholders' Equity.............................  24
           Consolidated Statements of Cash Flows..................................................  25
           Notes to Consolidated Financial Statements.............................................  27



</TABLE>















                                     - 20 -


<PAGE>








                          INDEPENDENT AUDITOR'S REPORT


Board of Directors and Shareholders
Eastbrokers International Incorporated

We have audited the accompanying  consolidated statements of financial condition
of Eastbrokers  International  Incorporated  and  subsidiaries  (formerly  Czech
Industries,  Inc.) as of December 31, 1995,  March 31, 1996, and March 31, 1997,
and the related consolidated statements of operations,  changes in shareholders'
equity,  and cash flows for the years ended December 31, 1995 and March 31, 1997
and the three month transition  period ended March 31, 1996. These  consolidated
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in  all  material  respects,  the  financial  position  of  Eastbrokers
International  Incorporated  and subsidiaries as of December 31, 1995, March 31,
1996 and March 31, 1997,  and the results of  operations  and its cash flows for
the  years  ended  December  31,  1995 and March  31,  1997 and the three  month
transition  period ended March 31, 1996 in conformity  with  generally  accepted
accounting principles.






                                   /s/ Pannell Kerr Forster PC






June 23, 1997











                                     - 21 -

<PAGE>


                     EASTBROKERS INTERNATIONAL INCORPORATED
                            (A Delaware Corporation)

                 Consolidated Statements of Financial Condition
<TABLE>
<CAPTION>

                                                                          December 31,          March 31,           March 31,
                                                                              1995                1996                1997
                                                                       ----------------    ----------------    -----------------
<S>                                                                    <C>                 <C>                 <C>

ASSETS
    Cash and cash equivalents                                          $     2,316,991     $     5,190,586     $      4,755,723
    Cash and securities segregated for regulatory
        purposes or deposited with clearing organizations                           -                   -               119,274
    Securities purchased under agreements to resell                                 -                   -               408,865
    Receivables
        Customers                                                              325,942             325,942            1,904,112
        Broker dealers and other                                                    -                   -               572,399
        Affiliated companies                                                        -                   -             3,623,818
        Other                                                                1,225,500                  -             2,043,306
    Securities owned, at value
        Equities and other                                                          -                   -             4,253,164
    Buildings, furniture and equipment, at cost (net of
        accumulated depreciation and amortization of
        $604,374, $604,374 and $840,217, respectively)                      18,560,155          18,565,670              926,565
    Deferred taxes                                                              82,565              82,565              289,938
    Available for sale securities                                            3,258,413           1,677,623            2,378,054
    Investments in affiliated companies                                             -                   -             7,064,064
    Goodwill                                                                        -                   -             2,453,454
    Other assets and deferred amounts                                          472,995             408,978            1,222,193
                                                                       ----------------    ----------------    -----------------

           Total Assets                                                $    26,242,561     $    26,251,364     $     32,014,929
                                                                       ================    ================    =================

LIABILITIES AND STOCKHOLDERS' EQUITY
    Short-term borrowings
        Lines of credit                                                $            -      $            -      $      1,602,182
        Affiliated companies                                                        -                   -             1,480,700
    Securities sold under agreements to repurchase                                  -                   -             1,200,793
    Bonds payable                                                                   -                   -             2,307,500
    Payables
        Customers                                                                   -                   -             1,051,810
        Broker dealers and other                                                    -                   -               960,226
    Accounts payable and accrued expenses                                      200,478             182,049            1,573,104
    Other liabilities and deferred amounts                                          -                   -             1,502,803
                                                                       ----------------    ----------------    -----------------

                                                                               200,478             182,049           11,679,118

    Long-term borrowings                                                     2,099,658           2,026,432              934,374
                                                                       ----------------    ----------------    -----------------

           Total liabilities                                                 2,300,136           2,208,481           12,613,492
                                                                       ----------------    ----------------    -----------------

    Minority interest in consolidated subsidiaries                           9,353,228           9,353,228            1,549,386
                                                                       ----------------    ----------------    -----------------

    Stockholders' equity
        Common stock; $.05 par value;  10,000,000 shares authorized;  1,781,000,
           1,781,000,  and  2,923,000  shares  issued  and  and  outstanding  at
           December 31, 1995, March 31, 1996 and
           March 31, 1997, respectively                                         89,050              89,050              146,150
        Paid-in capital                                                     13,693,733          13,693,733           19,314,883
        Retained earnings (accumulated deficit)                                248,324             348,782             (517,629)
        Treasury stock, at cost                                                     -                   -              (213,750)
        Unrealized loss on available for sale investments                           -                   -              (246,794)
        Cumulative translation adjustments                                     558,090             558,090             (630,809)
                                                                       ----------------    ----------------    -----------------

           Total stockholders' equity                                       14,589,197          14,689,655           17,852,051
                                                                       ----------------    ----------------    -----------------

           Total Liabilities and Stockholders' Equity                  $    26,242,561     $    26,251,364     $     32,014,929
                                                                       ================    ================    =================

</TABLE>

                See notes to consolidated financial statements.

                                     - 22 -


<PAGE>

                     EASTBROKERS INTERNATIONAL INCORPORATED
                            (A Delaware Corporation)

                      Consolidated Statements of Operations
<TABLE>
<CAPTION>

                                                                                            For the
                                                                        For the           Transition              For the
                                                                      Year Ended         Period Ended            Year Ended
                                                                     December 31,           March 31,             March 31,
                                                                         1995                 1996                   1997
                                                                 ------------------    ------------------    -------------------
<S>                                                              <C>                   <C>                   <C>

Revenues
    Commissions                                                  $             -        $            -        $        439,531
    Underwritings                                                              -                     -                 343,998
    Fees                                                                       -                     -                 805,197
    Interest and dividends                                                     -                     -                 557,188
    Principal transactions, net
       Trading                                                                 -                     -               1,616,872
       Investment                                                         637,417               327,104              1,872,767
    Other                                                                 314,191                72,114                312,725
    Equity in losses of unconsolidated affiliates                              -                     -                (396,209)
                                                                 ------------------    ------------------    -------------------

           Total revenues                                                 951,608               399,218              5,552,069
                                                                 ------------------    ------------------    -------------------

Costs and expenses
    Compensation and benefits                                             342,904               106,583              1,712,308
    Commissions                                                                -                     -                 469,111
    Interest                                                              148,677                45,595                236,235
    Occupancy                                                                  -                     -                 333,096
    Office supplies and expenses                                               -                     -                 240,448
    Communications                                                             -                     -                 177,473
    Advertising                                                                -                     -                 163,159
    Professional fees                                                          -                     -                 123,905
    Consulting fees                                                            -                     -                 743,397
    Travel                                                                     -                     -                 209,977
    General and administrative                                            229,906               133,929                642,897
    Depreciation and amortization                                              -                     -                 274,573
    Loss on foreign currency transactions                                 161,571                12,653                166,044
                                                                 ------------------    ------------------    -------------------

           Total costs and expenses                                       883,058               298,760              5,492,623
                                                                 ------------------    ------------------    -------------------

Income from continuing operations
    before provision for income taxes and
    minority interest in earnings of subsidiaries                          68,550               100,458                 59,446

Benefit from income taxes                                                   5,484                    -                 249,911
Minority interest in earnings of subsidiaries                                  -                     -                 105,416
                                                                 ------------------    ------------------    -------------------

Income from continuing operations                                          74,034               100,458                414,773

Discontinued operations
    Income from discontinued  operations (net of income taxes of $75,867 for the
      year ended December 31, 1995 and
      $0 for the year ended March 31, 1997)                               181,764                    -                  41,899

    Loss on sale of discontinued operations                                    -                     -              (1,323,083)
                                                                 ------------------    ------------------    -------------------

Net income (loss)                                                $        255,798      $        100,458      $        (866,411)
                                                                 ==================    ==================    ===================


Weighted average number of shares outstanding                           1,781,000             1,781,000              2,497,137
                                                                 ==================    ==================    ===================



Income from continuing operations per share                      $           0.04      $           0.06      $            0.17
                                                                 ==================    ==================    ===================


Net income (loss) per share                                      $           0.14      $           0.06      $           (0.35)
                                                                 ==================    ==================    ===================

</TABLE>

                See notes to consolidated financial statements.

                                     - 23 -

<PAGE>








                     EASTBROKERS INTERNATIONAL INCORPORATED
                            (A Delaware Corporation)

           Consolidated Statements of Changes in Stockholders' Equity

For the Year Ended December 31, 1995, the Transition Period Ended March 31, 1996
                        and the Year Ended March 31, 1997
<TABLE>
<CAPTION>

                                                                                                 Unrealized
                                                                             Retained               Loss
                                             Common Stock                    Earnings             Available   Cumulative
                                       -----------------------   Paid-in   (Accumulated Treasury  For Sale   Translation
                                          Shares    Par value    Capital     Deficit)     Stock  Investments  Adjustment    Total
                                       ----------- ----------- ----------- ------------ --------- ---------- ----------- -----------
<S>                                      <C>       <C>        <C>          <C>         <C>       <C>         <C>        <C>

Balances, December 31, 1994               865,083  $ 43,254   $ 2,034,193  $  (7,474)  $     -   $(111,083)  $ 310,905  $2,269,795

    Redemption of stock, January 1995    (200,083)  (10,004)     (239,996)        -          -          -          -      (250,000)

    Redemption of initial warrants             -         -       (200,000)        -          -          -          -      (200,000)

    Stock issued to bridge lenders        250,000    12,500       (12,500)        -          -          -          -            -

    Recovery of unrealized losses              -         -             -          -          -     111,083         -       113,083

    Proceeds of secondary offering, net   866,000    43,300    12,112,036         -          -          -          -    12,155,336

    Net income                                 -         -             -     255,798         -          -          -       255,798

    Cumulative translation adjustment          -         -             -          -          -          -     247,185      247,185
                                       ----------- ---------  ------------ ---------- ---------- ---------- ---------- -----------
Balances, December 31, 1995             1,781,000    89,050    13,693,733    248,324         -          -     558,090   14,589,197

    Net income, transition period              -         -             -     100,458         -          -          -       100,458
                                       ----------- ---------  ------------ ---------- ---------- ---------- ---------- -----------
Balances, March 31, 1996                1,781,000    89,050    13,693,733    348,782         -          -     558,090   14,689,197

    Issuance of common stock in
       Eastbrokers AG acquisition       1,080,000    54,000     5,346,000         -          -          -          -     5,400,000

    Issuance of common stock in
       Eastbrokers NA acquisition          25,000     1,250        98,750         -          -          -          -       100,000

    Issuance of common stock
       in compensation for services        37,000     1,850       176,400         -          -          -          -       178,250

    Acquisition of treasury stock              -         -             -          -    (213,750)        -          -      (213,750)

    Net unrealized loss on investments         -         -             -          -          -          -          -      (246,794)

    Net income                                 -         -             -    (866,411)        -          -          -      (866,411)

    Cumulative translation adjustment          -         -             -          -          -          -  (1,188,899)  (1,188,899)
                                       ----------- --------- ------------- ---------- ---------- ---------- ---------- -----------
Balances at March 31, 1996              2,923,000  $146,150   $19,314,883  $(517,629) $(213,750) $(246,794) $(630,809) $17,852,051
                                       =========== ========= ============= ========== ========== ========== ========== ===========
</TABLE>


                See notes to consolidated financial statements.

                                     - 24 -


<PAGE>
                     EASTBROKERS INTERNATIONAL INCORPORATED
                            (A Delaware Corporation)

                      Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
                                                                                                     For the
                                                                                 For the            Transition         For the
                                                                                Year Ended         Period Ended       Year Ended
                                                                                December 31,         March 31,         March 31,
                                                                                   1995                1996              1997
                                                                            -----------------  -----------------  -----------------
<S>                                                                         <C>                <C>                <C>
Cash flows from operating activities
    Net income (loss)                                                       $       255,798    $       100,458    $      (866,411)
    Adjustments to reconcile net income (loss) to net
       cash provided by (used in) operating activities:
          Minority interest in earnings of subsidiaries                             180,315                 -            (105,416)
          Gain on the sale of investments                                          (706,869)          (327,104)          (884,530)
          Loss on sale of discontinued operations                                        -                  -           1,323,083
          Depreciation and amortization                                             420,795                 -             274,573
          Deferred taxes                                                             69,117                 -             (69,377)
          Equity in (earnings) loss of unconsolidated affiliates                    (87,072)                -             396,209
                                                                            -----------------  -----------------  -----------------

                                                                                    132,084           (226,646)            68,131
       Changes in operating assets and liabilities
          Cash and securities segregated for regulatory purposes
             or deposited with regulatory agencies                                       -                  -             (85,696)
          Securities purchased under agreements to resell                                -                  -           6,278,371
          Receivables
             Customers                                                              129,713                 -           1,093,680
             Brokers, dealers and others                                                 -                  -             202,244
             Other                                                                       -                  -             745,297
          Securities owned, at value                                                     -                  -          (3,285,493)
          Other assets                                                             (191,624)            64,017           (214,931)
          Payables
             Customers                                                                   -                  -          (8,529,846)
             Brokers, dealers and others                                                 -                  -              77,726
          Accounts payable and accrued expenses                                     (19,109)           (18,429)         1,374,879
                                                                            -----------------  -----------------  -----------------

Net cash provided by (used in) operating activities                                  51,064           (181,058)        (2,275,638)
                                                                            -----------------  -----------------  -----------------
Cash flows from investing activities
    Net proceeds from (payments for)
       Acquisition of net assets of Eastbrokers
          Beteiligungs AG, net of cash acquired                                          -                  -          (1,389,577)
       Investments in affiliates                                                 (6,467,388)                -          (5,731,038)
       Proceeds from the disposition of affiliate                                 2,662,609          3,099,403                 -
       Available for sale securities                                              1,045,279                 -           6,277,191
       Furniture and equipment                                                     (302,908)            (5,515)          (503,336)
                                                                            -----------------  -----------------  -----------------

Net cash provided by (used in) investing activities                              (3,062,408)         3,093,888         (1,346,760)
                                                                            -----------------  -----------------  -----------------
Cash flows from financing activities
    Net proceeds from (payments for)
       Net proceeds from public offering                                         12,155,336                 -                  -
       Capital contributions by minority interests                                1,056,295                 -             304,166
       Common stock and warrants reacquired                                        (450,000)                -                  -
       Short-term borrowings                                                             -                  -             568,303
       Securities sold under agreements to repurchase                                    -                  -           1,200,793
       Other long-term debt                                                      (6,755,685)                -                  -
       Repurchase of common stock                                                        -                  -            (213,750)
                                                                            -----------------  -----------------  -----------------

Net cash provided by (used in) financing activities                               6,005,946                 -           1,859,512
                                                                            -----------------  -----------------  -----------------

Foreign currency translation adjustment                                            (889,875)           (39,235)         1,328,023
                                                                            -----------------  -----------------  -----------------

Increase (decrease) in cash and cash equivalents                                  2,104,727          2,873,595           (434,863)

Cash and cash equivalents, beginning of period                                      212,264          2,316,991          5,190,586
                                                                            -----------------  -----------------  -----------------

Cash and cash equivalents, end of period                                    $     2,316,991    $     5,190,586    $     4,755,723
                                                                            =================  =================  =================
</TABLE>
                 See notes to consolidated financial statements.

                                     - 25 -
<PAGE>
                     EASTBROKERS INTERNATIONAL INCORPORATED
                            (A Delaware Corporation)

                Consolidated Statements of Cash Flows (continued)
<TABLE>
<CAPTION>

                                                                                                    For the
                                                                                For the           Transition         For the
                                                                               Year Ended        Period Ended       Year Ended
                                                                              December 31,         March 31,         March 31,
                                                                                  1995               1996               1997
                                                                            -----------------  -----------------  -----------------
<S>                                                                         <C>                <C>                <C>

Supplemental disclosure of cash flow information
    Cash paid for income taxes                                              $            -     $        12,847    $       371,534
                                                                            -----------------  -----------------  -----------------

    Cash paid for interest                                                  $       395,493    $            -     $        87,795
                                                                            -----------------  -----------------  -----------------

    Non-cash transactions
       Common shares of CEZ and Vodni Stavby, Praha
          received in the disposition of the Hotel Fortuna                  $            -     $            -     $     7,957,012
                                                                            -----------------  -----------------  -----------------

       Common shares of CEZ and Vodni stavby, Praha transferred
          in lieu of cash payment for debt and accrued interest             $            -     $            -     $     1,550,508
                                                                            -----------------  -----------------  -----------------

       Eastbrokers International shares issued for acquisition
          of net assets of Eastbrokers Beteiligungs AG                      $            -     $            -     $     5,400,000
                                                                            -----------------  -----------------  -----------------

       Eastbrokers International shares issued in
          compensation for services                                         $            -     $            -     $       178,250
                                                                            -----------------  -----------------  -----------------

       Eastbrokers International shares issued for acquisition
          of net assets of Eastbrokers North America, Inc.                  $            -     $            -     $        90,000
                                                                            -----------------  -----------------  -----------------


       Valuation adjustment of available for sale securities                $            -     $            -     $       246,794
                                                                            -----------------  -----------------  -----------------

       Stock subscription payable assumed on
          purchase of Moravacentrum, a.s.                                   $      (864,024)   $            -     $            -
                                                                            -----------------  -----------------  -----------------

       Stock subscription payable transferred to
          purchaser on sale of Moravacentrum, a.s.                          $       864,024    $            -     $            -
                                                                            -----------------  -----------------  -----------------





</TABLE>



















                See notes to consolidated financial statements.

                                     - 26 -
<PAGE>

                     EASTBROKERS INTERNATIONAL INCORPORATED
                            (A Delaware corporation)

                   Notes to Consolidated Financial Statements
                        For the Year Ended March 31, 1997


1.   Summary of Significant Accounting Policies

         Organization and Basis of Presentation

     The consolidated  financial  statements include  Eastbrokers  International
     Incorporated   (formerly   Czech   Industries,   Inc.)  and  its  U.S.  and
     international subsidiaries (collectively,  "Eastbrokers" or the "Company").
     The  shareholders  of the Company  approved the name change on December 10,
     1996 at its Annual Meeting of Shareholders.

     These  consolidated   financial  statements  reflect,  in  the  opinion  of
     management,  all  adjustments  necessary  for a  fair  presentation  of the
     consolidated  financial  position and the results of the  operations of the
     Company. All significant  intercompany  balances and transactions have been
     eliminated in  consolidation.  The  preparation of financial  statements in
     conformity  with  generally   accepted   accounting   principles   requires
     management  to make  estimates  and  assumptions  that affect the  reported
     amounts of assets and liabilities  and disclosure of contingent  assets and
     liabilities  at the  date of the  financial  statements  and  the  reported
     amounts of revenues and expenses  during the reporting  period.  Management
     believes that the estimates utilized in the preparation of the consolidated
     financial  statements  are prudent and  reasonable.  Actual  results  could
     differ from these estimates.

     The Company,  through its subsidiaries,  provides a wide range of financial
     services  primarily  in the United  States,  Central  Europe,  and  Eastern
     Europe. Its businesses include  securities  underwriting,  distribution and
     trading; merger,  acquisition,  restructuring,  and other corporate finance
     advisory activities; asset management; merchant banking and other principal
     investment  activities;  brokerage and research  services;  and  securities
     clearance  services.  These services are provided to a diversified group of
     clients  and  customers,  including  corporations,  governments,  financial
     institutions, and individuals.  Substantially all of the Company's revenues
     and  expenses  are  generated   through  its  European   subsidiaries   and
     affiliates. Accordingly, no segment information has been provided.

         Change in Fiscal Year-End

     On February 10, 1996, the Board of Directors  unanimously approved a change
     in the Company's  fiscal year-end from December 31 to March 31. This change
     became  effective for the fiscal period ended March 31, 1996.  Accordingly,
     this report  includes  the results for the fiscal year ended  December  31,
     1995, the transition  period ended March 31, 1996 and the fiscal year ended
     March 31, 1997.

     The fiscal year-end of the Company's  domestic  subsidiary was also changed
     to March 31.

         Fiscal Year-End of the Company's European Subsidiaries

     The fiscal year-end of the Company's European  Subsidiaries is December 31.
     These  subsidiaries are included on the basis of closing dates that precede
     the Company's closing date by three months.

         Financial Instruments

     Substantially all of the Company's financial assets and liabilities and the
     Company's  trading  positions,   as  well  as  financial  instruments  with
     off-balance sheet risk, are carried at market or fair values or are carried
     at amounts which approximate fair value because of their short-term nature.
     Estimates  of fair  value are made at a  specific  point in time,  based on
     relevant market information and information about the financial instrument,
     specifically,  the  value of the  underlying  financial  instrument.  These
     estimates  do not reflect any  premium or discount  that could  result from
     offering for sale at one time the Company's entire holdings of a particular
     financial instrument. The Company has no investments in derivatives.

     Equity  securities  purchased in connection with merchant banking and other
     principal  investment  activities  are initially  carried as their original
     costs.  The  carrying  value of such equity  securities  is  adjusted  when
     changes in


                                     - 27 -

<PAGE>


                     EASTBROKERS INTERNATIONAL INCORPORATED
                            (A Delaware corporation)

             Notes to Consolidated Financial Statements (continued)
                        For the Year Ended March 31, 1997


1.   Summary of Significant Accounting Policies (continued)

         Financial Instruments (continued)

     the  underlying  fair  values  are  readily  ascertainable,   generally  as
     evidenced by listed market prices or transactions which directly affect the
     value of such  equity  securities.  Downward  adjustments  relating to such
     equity  securities are made in the event that the Company  determines  that
     the eventual realizable value is less than the carrying value.

     Securities  classified as available for sale are carried at fair value with
     unrealized   gains  and  losses   reported  as  a  separate   component  of
     stockholders'  equity.  Realized  gains and losses on these  securities are
     determined on a specific identification basis and are included in earnings.

         Collateralized Securities Transactions

     Accounts  receivable  from and payable to customers  include amounts due on
     cash transactions. Securities owned by customers are held as collateral for
     these  receivables.  Such  collateral is not reflected in the  consolidated
     financial statements.

     Securities  sold  under  agreements  to resell  are  treated  as  financing
     arrangements and are carried at contract amounts  reflecting the amounts at
     which  the  securities  will be  subsequently  resold as  specified  in the
     respective  agreements.  The Company  takes  possession  of the  underlying
     securities  purchased  under  agreements  to resell and obtains  additional
     collateral when the market value falls below the contract value.

         Securities Transactions

     Government  and  agency  securities  and  certain  other  debt  obligations
     transactions  are  recorded  on a trade date  basis.  All other  securities
     transactions  are recorded on a settlement  date basis and  adjustments are
     made to a trade date basis, if significant.

         Translation of Foreign Currencies

     Assets and  liabilities of operations  having  non-U.S.  dollar  functional
     currencies  are  translated at year-end  rates of exchange,  and the income
     statements  are  translated  at weighted  average rates of exchange for the
     year.  In  accordance  with  Statement  of Financial  Accounting  Standards
     ("SFAS") No. 52, "Foreign Currency  Translation," gains or losses resulting
     from translating foreign currency financial statements,  net of hedge gains
     or losses and their  related  tax  effects,  are  reflected  in  cumulative
     translation  adjustments,  a separate  component of  stockholders'  equity.
     Gains or losses resulting from foreign  currency  transactions are included
     in net income.

         Buildings, Furniture, and Equipment

     Furniture  and  equipment  are  carried  at cost and are  depreciated  on a
     straight-line  basis over the estimated  useful life of the related  assets
     ranging  from  four  to ten  years.  Buildings  are  carried  at  cost  and
     depreciated on a straight-line basis over a period of 50 years.

         Common Stock Data

     Earnings (loss) per share is based on the weighted average number of common
     stock and stock equivalents  outstanding.  Common stock data for the fiscal
     year ended December 31, 1995 and the transition period ended March 31, 1996
     have been retroactively  adjusted  throughout these consolidated  financial
     statements  to  reflect  a  one-for-five  reverse  common  stock  split  in
     September  1996. The  outstanding  warrants and stock options are currently
     excluded  from the earnings  (loss) per share  calculation  as their effect
     would be antidilutive.


                                     - 28 -

<PAGE>

                     EASTBROKERS INTERNATIONAL INCORPORATED
                            (A Delaware corporation)

             Notes to Consolidated Financial Statements (continued)
                        For the Year Ended March 31, 1997


1.   Summary of Significant Accounting Policies (continued)

         Stock-Based Compensation

     In October 1995, the FASB issued SFAS No. 123,  "Accounting for Stock-Based
     Compensation." SFAS No. 123 encourages,  but does not require, companies to
     record  compensation cost for stock-based  employee  compensation  plans at
     fair  value.  The  Company  has  elected  to  account  for its  stock-based
     compensation   plans  using  the  intrinsic  value  method   prescribed  by
     Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
     Employees"  (APB No. 25). Under the provisions of APB No. 25,  compensation
     cost for stock  options is measured  as the  excess,  if any, of the quoted
     market  price of the  Company's  common stock at the date of grant over the
     amount an employee must pay to acquire the stock.

         Deferred Income Taxes

     Deferred  income taxes in the  accompanying  financial  statements  reflect
     temporary differences in reporting results of operations for income tax and
     financial accounting purposes.

         Cash and Cash Equivalents

     For  purposes  of  the  consolidated  financial  statements,   the  Company
     considers  all demand  deposits  held in banks and  certain  highly  liquid
     investments  with  maturities  of 90 days or less other than those held for
     sale in the ordinary course of business to be cash equivalents.

         Goodwill and Other Intangible Assets

     Goodwill and other intangible assets are amortized on a straight-line basis
     over  periods  from five to 25 years  and are  periodically  evaluated  for
     impairment.

         Reclassifications

     Certain  amounts in prior periods have been  reclassified to conform to the
     current presentation.

2.    Cash and Securities Segregated Under Federal and Other Regulations

     Cash and securities  segregated for regulatory purposes or as deposits with
     clearing  organizations  was $119,274 as of March 31,  1997.  There were no
     such amounts segregated as of December 31, 1995 and March 31, 1996.

3.    Financial Instruments

     Financial  instruments owned consist of the Company's  proprietary  trading
     and investment  accounts,  securities purchased under agreements to resell,
     and investments held for resale. The Company's  financial  instruments,  at
     fair value, are as follows:
<TABLE>
<CAPTION>

                                                         December 31,          March 31,           March 31,
                                                             1995                1996                1997
                                                        --------------      --------------      --------------
     <S>                                                <C>                 <C>                 <C>
     Securities purchased under agreements to resell
         Sovereign government debt - Hungary            $     --            $    --             $    228,965
         Corporate equities - Hungary                         --                 --                  179,900
                                                        --------------      --------------      --------------
                                                        $     --            $    --             $    408,865
                                                        ==============      ==============      ==============
</TABLE>


                                     - 29 -

<PAGE>

                     EASTBROKERS INTERNATIONAL INCORPORATED
                            (A Delaware corporation)

             Notes to Consolidated Financial Statements (continued)
                        For the Year Ended March 31, 1997


3.   Financial Instruments (continued)
<TABLE>
<CAPTION>

                                                         December 31,          March 31,           March 31,
                                                             1995                1996                1997
                                                        --------------      --------------      --------------
     <S>                                                <C>                 <C>                 <C>
     Securities owned at value
         Corporate equities - Austria                   $     --            $    --             $  2,208,623
         Corporate equities - Czech Republic                  --                 --                  871,638
         Corporate equities - Slovak Republic                 --                 --                  485,141
         Corporate equities - Poland                          --                 --                  687,762
                                                        --------------      --------------      --------------
                                                        $     --            $    --             $  4,253,164
                                                        ==============      ==============      ==============
     Available for sale securities
         Corporate equities - Austria                   $     --            $    --             $     40,321
         Corporate equities - Czech Republic                3,258,413          1,677,623           1,893,115
         Corporate equities - Hungary                         --                 --                  189,610
         Corporate equities - Slovak Republic                 --                 --                  255,008
                                                        --------------      --------------      --------------
                                                        $   3,258,413       $  1,677,623        $  2,378,054
                                                        ==============      ==============      ==============

</TABLE>

4.    Buildings, Furniture and Equipment

     Buildings, furniture and equipment are summarized below:
<TABLE>
<CAPTION>

                                                         December 31,          March 31,           March 31,
                                                             1995                1996                1997
                                                        --------------      --------------      --------------
         <S>                                            <C>                 <C>                 <C>
         Buildings                                      $  18,624,248       $ 18,624,248        $    --
         Furniture and equipment                              540,281            545,796           1,766,782
                                                        --------------      --------------      --------------
                                                           19,164,529         19,170,044           1,766,782
         Less accumulated depreciation                       (604,374)          (604,374)           (840,217)
                                                        --------------      --------------      --------------
                                                        $  18,560,155       $ 18,565,670        $    926,565
                                                        ==============      ==============      ==============
</TABLE>


     Depreciation  expense for the year ended  December 31, 1995, the transition
     period  ended  March  31,  1996,  and the year  ended  March  31,  1997 was
     $227,586, $0, and $108,915, respectively.

5.    Business Acquisitions

         Eastbrokers Beteiligungs Aktiengesellschaft

     Eastbrokers   Vienna  is  an  Austrian  based  holding   company  that  has
     established a presence in 12 Central and Eastern European countries through
     its network of subsidiaries and affiliate offices.  On August, 1, 1996, the
     Company  acquired  80  percent  of the  outstanding  stock  of  Eastbrokers
     Beteiligungs Aktiengesellschaft ("Eastbrokers Vienna") through the issuance
     of 1,080,000 shares of the Company's common stock valued at $5,400,000.  As
     a participant in Eastbrokers  Vienna's capital increase,  the Company later
     acquired an  additional  245,320 of an  available  270,000  shares for cash
     increasing  its ownership  percentage to 83.62  percent.  In three separate
     transactions  in November  and  December  1996 and March 1997,  the Company
     purchased 81,550 additional shares,  increasing its ownership percentage to
     approximately 94 percent.

     The  fair  value  of the  net  assets  acquired  under  these  transactions
     approximated  $8,400,000.  The acquisition has been accounted for under the
     purchase method of accounting. The excess of the purchase price over the


                                     - 30 -

<PAGE>

                     EASTBROKERS INTERNATIONAL INCORPORATED
                            (A Delaware corporation)

             Notes to Consolidated Financial Statements (continued)
                        For the Year Ended March 31, 1997


5.    Business Acquisitions (continued)

         Eastbrokers Beteiligungs Aktiengesellschaft  (continued)

     fair value of the net assets  acquired  resulted in the  Company  recording
     approximately  $1,950,000  in goodwill,  which is being  amortized  over 25
     years on a straight-line  basis. The significant  equity  investment of the
     Company,  WMP, was written up to book value, which  approximated  estimated
     market  value at the date of  acquisition.  The amount of this net write-up
     was approximately  $607,000 USD. These  consolidated  financial  statements
     include the consolidated  results of operations of Eastbrokers  Vienna from
     the date of acquisition  through  December 31, 1996 in accordance with Note
     1. The purchase  agreement  contains certain provisions whereby the selling
     shareholders may be eligible to receive an additional 120,000 shares of the
     Company's common stock in the event certain earnings targets are achieved.

         Eastbrokers North America, Inc.

     On March 6, 1997, the Company  acquired a 90 percent  interest in Financial
     Planning Services, Inc. ("FPSI"), a Delaware corporation and member firm of
     the National  Association  of Securities  Dealers,  Inc.  ("NASD") from Mr.
     Robert Sass. As  consideration  for this 90 percent  interest in FPSI,  the
     Company  issued  22,500 shares of the  Company's  common  stock.  The value
     assigned to this stock as of the date of transfer was $4.00 per share. FPSI
     has been renamed  Eastbrokers  North America,  Inc.  ("Eastbrokers  NA") to
     reflect its affiliation.

     The net assets acquired under this transaction approximated $90,000 and the
     acquisition has been accounted for under the purchase method of accounting.
     There was no excess of the  purchase  price  over the fair value of the net
     assets received at the date of acquisition.  These  consolidated  financial
     statements  include the results of  operations of  Eastbrokers  NA from the
     date of acquisition through March 31, 1997 in accordance with Note 1.

         Pro forma Results of Operations

     The following  summarized,  unaudited,  pro forma results of operations for
     the years ended  December  31,  1995 and March 31,  1997  assumes the above
     listed  acquisitions  occurred at the beginning of the respective  periods.
     There was no effect for the transition period ended March 31, 1996.

                                              Year Ended          Year Ended
                                          December 31, 1995     March 31, 1997
                                          -----------------    ----------------
     Revenues                                  $ 7,185,561        $8,696,423
     Net income (loss)                             936,634        (1,167,465)
     Net income (loss) per share                      0.61              (.47)

6.    Investments in Affiliated Companies

         Investment in WMP Borsenmakler Aktiengesellschaft

     Through its subsidiary,  Eastbrokers  Vienna, the Company owns a 49 percent
     interest   in  the   outstanding   capital   stock   of  WMP   Borsenmakler
     Aktiengesellschaft  ("WMP").  WMP is a stock broker-dealer and market maker
     in Vienna,  Austria and is licensed as a Class B bank under Austrian law. A
     Class B bank may, at its discretion,  conduct any of the normal  activities
     associated with a bank with one major exception:  it cannot accept customer
     deposits.

     The  Company  accounts  for this  investment  using  the  equity  method of
     accounting. The carrying value of


                                     - 31 -


<PAGE>

                     EASTBROKERS INTERNATIONAL INCORPORATED
                            (A Delaware corporation)

             Notes to Consolidated Financial Statements (continued)
                        For the Year Ended March 31, 1997

6.    Investments in Affiliated Companies (continued)

         Investment in WMP Borsenmakler Aktiengesellschaft (continued)

     this investment was $6,547,821 on March 31, 1997. The summarized  statement
     of financial condition and statement of operations  information for WMP for
     the year ended December 31, 1996 was as follows:

                                                                  1996
                                                              -----------
      Summarized Statement of Financial Condition
               Total assets                                   $18,938,275
               Total liabilities                                4,513,957
                                                              -----------
               Stockholders' equity                           $14,424,318
                                                              ===========

      Summarized Statement of Operations
               Revenues                                       $ 4,559,675
               Expenses                                         4,240,310
                                                              -----------
               Net income                                     $   319,365
                                                              ===========

         Investments in Other Unconsolidated Affiliates

     The Company also has other investments in unconsolidated affiliates through
     Eastbrokers  Vienna.  These  affiliates  are accounted for using the equity
     method  of  accounting.   These  investments  are  predominantly   start-up
     operations.   At  December  31,  1996,   these   unconsolidated   affiliate
     investments  included the following offices:  Zagreb,  Croatia;  Ljubljana,
     Slovenia;  Almaty,  Kazakstan;  Moscow, Russia; Sofia,  Bulgaria;  Slovakia
     Industries;  and NIF TRUD Investment Fund. The combined  carrying amount of
     these investments was $516,243.

7.    Short-Term Borrowings

     The Company meets its  short-term  financing  needs through lines of credit
     with financial institutions, advances from affiliates, and by entering into
     repurchase  agreements  whereby  securities  are sold with a commitment  to
     repurchase at a future date.

         Lines of Credit

     The  Company  had  outstanding  advances  on its lines of  credit  totaling
     $1,602,182 at year end.  These lines of credit carry interest rates between
     7.00 percent and 12.00 percent as computed on an annual  basis.  There were
     no lines of credit outstanding at December 31, 1995 or March 31, 1996.

         Advances from Affiliated Companies

     Periodically,  the  Company's  subsidiaries  and  affiliates  will  provide
     operating advances to other members in the affiliated group. These advances
     are generally due on demand and are not subject to interest charges.

         Securities Sold Under Agreements to Repurchase

     At March 31, 1997, the Company had $1,200,793  outstanding under repurchase
     agreements.   The  weighted  average  interest  rate  on  these  repurchase
     agreements  was  12.91  percent.  Securities  listed  on the  Prague  Stock
     Exchange Main Market with a market value of  approximately  $1,700,000 were
     used to collateralize this arrangement.


                                     - 32 -

<PAGE>

                     EASTBROKERS INTERNATIONAL INCORPORATED
                            (A Delaware corporation)

             Notes to Consolidated Financial Statements (continued)
                        For the Year Ended March 31, 1997

7.    Short-Term Borrowings (continued)

         Unsecured Bonds Payable

     The Company has  unsecured  bonds with a face value of 25 million  Austrian
     Schillings requiring annual interest payments at 10 percent per annum which
     mature on July 31,  1997.  At March 31,  1997,  the amount due under  these
     obligations was $2,307,500.

8.    Long-Term Borrowings

     Long-term borrowings consist of the following:
<TABLE>
<CAPTION>

                                                             December 31,       March 31,         March 31,
                                                                1995              1996              1997
                                                            -------------     -------------     ------------
     <S>                                                   <C>               <C>                 <C>

     Note payable to a finance company,  requiring semi-annual interest payments
       of 9.00 percent, principal due at maturity on September 30, 1997, secured
       by 73,200
       shares of Fortuna Hotel, a.s. common stock           $ 2,099,658       $  2,026,432        $   --

     Note   payable  to  a  financial   institution
       requiring    quarterly   interest   payments
       computed  at  6.50  percent  on  a  360  day
       year,  collateralized  by 157,061  shares of
       WMP     Borsenmakler     Aktiengesellschaft,
       principal     of     10,000,000     Austrian
       Schillings and accrued  interest  payable in
       full at November 30, 2001                                    --               --            934,374
                                                            ------------      ------------      ------------
                                                            $ 2,099,658       $ 2,026,432        $ 934,374
                                                            ============      ============      ============
</TABLE>


9.    Commitments and Contingencies

         Leases and Related Commitments

     The Company  occupies  office  space under  leases  which expire at various
     dates through 2001.  The various  leases  contain  provisions  for periodic
     escalations  to the  extent of  increases  in certain  operating  and other
     costs.  The Company  incurred rent expense under  non-cancelable  operating
     leases in the approximate amounts of $19,000,  $12,000, and $35,000 for the
     periods  ended  December  31,  1995,  March 31,  1996,  and March 31, 1997,
     respectively.

     Minimum  future  rentals under these  non-cancelable  leases for the fiscal
     years  ending 1998  through  2002 are  approximately  as  follows:  1998 --
     $130,000; 1999 -- $144,000; 2000 -- $144,000; 2001 -- $104,000; and 2002 --
     $84,000 and in the aggregate $606,000.

     The Company's  subsidiaries  occupy  office space under  various  operating
     leases which contain  cancellation  clauses  whereby the Company may cancel
     the lease with thirty to ninety days written notice.

         Hotel Fortuna Leases

     During the years ended  December 31, 1995 and March 31,  1997,  the Fortuna
     Hotel, a.s.  (Fortuna) was subject to land and equipment leases.  Under the
     terms of these leases,  Fortuna  incurred  rent expense in the  approximate
     amounts of $350,000 and $310,000, respectively.


                                     - 33 -

<PAGE>

                     EASTBROKERS INTERNATIONAL INCORPORATED
                            (A Delaware corporation)

             Notes to Consolidated Financial Statements (continued)
                        For the Year Ended March 31, 1997


10.   Stockholders' Equity

     On December  10, 1996,  the Board of Directors  approved a plan whereby the
     Company was  authorized  to begin a buy-back  program of its common  stock.
     Under the terms of this plan,  the Company was  authorized  to redeem up to
     $1,000,000  of  common  stock at a price  not to  exceed  $5.00  per  share
     beginning in January 1997. On January 23, 1997, the Company redeemed 45,000
     of its  outstanding  shares at $4.75 per share.  Currently,  the  Company's
     common  stock is trading at a price in excess of the  approved  plan and no
     additional buy-backs are anticipated.

     In connection with its secondary  offering in June 1995, the Company issued
     5,505,000 Class A Warrants and 1,250,000 Class B Warrants.  Both Classes of
     Warrants expire in June 2000.

     Certain U.S. and non-U.S.  subsidiaries are subject to various  securities,
     commodities  and banking  regulations,  and capital  adequacy  requirements
     promulgated by the regulatory and exchange  authorities of the countries in
     which they operate. These subsidiaries have consistently operated in excess
     of their local capital adequacy requirements.

     On August 1, 1996, the Company issued  1,080,000 shares of its common stock
     to  the  selling  security  holders  of  Eastbrokers  Beteiligungs  AG in a
     transaction  valued  at  $5,400,000.  During  the  period  surrounding  the
     acquisition,  the Company's common stock was trading  approximately between
     $6.25 and $8.00 per share for its fully registered and unrestricted shares.
     Due  to  the  nature  of  restricted   shares  and  the  various  covenants
     restricting the transfer of these shares, the Board of Directors assigned a
     value of $5,400,000 to this transaction.

     On March 6, 1997,  the Company  issued  22,500 shares of common stock value
     relating  to the  acquisition  of  Eastbrokers  North  America,  Inc.  In a
     separate but related  transaction to the  Eastbrokers  North America,  Inc.
     acquisition,  the Company  sold 2,500 shares of the  Company's  stock to an
     officer of the Company in exchange for a promissory note. These shares were
     transferred to the selling  shareholder of Eastbrokers North America,  Inc.
     as part of the  acquisition.  The shares were valued in accordance with the
     terms of the Stock Purchase Agreement of Eastbrokers North America, Inc. As
     of the  date  of  the  closing,  the  total  amount  of  the  common  stock
     transferred was $100,000.

     During the year ended March 31, 1997,  the Company issued a total of 37,000
     shares of common stock at a per share price  approximating the then current
     market price for services rendered to the Company.

     Cumulative  translation  adjustments include gains or losses resulting from
     translating  foreign  currency  financial  statements from their respective
     functional  currencies  to U.S.  dollars,  net of hedge gains or losses and
     related tax effects.  Increases or decreases in the value of the  Company's
     net foreign investments  generally are tax-deferred for U.S. purposes,  but
     the  related  hedge  gains and losses are  taxable  currently.  The primary
     markets in which the Company  operates are generally  economies  reliant on
     the "soft" or "exotic" currencies  prevalent in these markets.  The Company
     generally elects not to hedge its net monetary investments in these markets
     due to the lack of availability of various currency contracts at acceptable
     costs.

11.   Stock Option Plan
     During 1996,  the Company  adopted a  non-qualified  stock option plan (the
     "plan") as part of an overall compensation  strategy designed to facilitate
     a  pay-for-performance  policy and promote  internal  ownership in order to
     align the  interests  of  employees  with the  long-term  interests  of the
     Company's stock holders.

     Under the terms of the plan,  stock  options  granted will have an exercise
     price  not less  than the fair  value of the  Company's  common  stock  (as
     defined in the plan) on the date of grant.  Such options  generally  become
     exercisable  over a  three-year  period and expire 5 years from the date of
     grant.

     A total of 35,000 options at a weighted average exercise price of $6.64 per
     share were  granted  under this plan during the fiscal year ended March 31,
     1997.  The fair  value of the  options  at the date of grant was  estimated
     using the  Black-Scholes  option  pricing  model  utilizing  the  following
     weighted average assumptions: risk-free interest rate - 5 percent; expected
     option life in years - 5 years; expected stock price

                                     - 34 -

<PAGE>

                     EASTBROKERS INTERNATIONAL INCORPORATED
                            (A Delaware corporation)

             Notes to Consolidated Financial Statements (continued)
                        For the Year Ended March 31, 1997


11.   Stock Option Plan (continued)

     volatility - 97.7 percent; and expected dividend yield - 0.0 percent.

     An  additional  200,000  options  were  granted  outside  of the  plan at a
     weighted average exercise price of $10.00 per share.

     Had the Company elected to recognize compensation expense based on the fair
     value of the  options at the date of grant as  prescribed  by SFAS No. 123,
     the net loss for the year  would  have  been  $1,553,935,  the net loss per
     share from continuing  operations would have been ($0.11), and the net loss
     per share for the year would have been ($0.62).

12.   Related Party Transactions

     Prior to the sale by the Company of the Hotel Fortuna a.s. (the "Hotel") on
     October 1, 1996, the Company previously owned 50.2 % of the Hotel. See Item
     3. Stratego Invest a.s. owned 20.6 % of the Hotel.  Stratego Invest a.s. is
     more than 50% owned by Stratego  a.s.,  which is  controlled  by Ing.  Petr
     Bednarik, former President and CEO of the Company.

     The sales  transaction  between the Company and Y.S.E. a.s. was arranged by
     Stratego  Invest a.s., a  broker-dealer  and financial  consulting  company
     organized  under the laws of the Czech  Republic.  Ing.  Petr  Bednarik,  a
     director  and  shareholder  of  the  Company,  is  the  Chairperson  of the
     Supervisory  Board and a  beneficial  owner of  Stratego  Invest  a.s.  For
     providing services related to the transaction,  Stratego Invest a.s. was to
     have  received a commission  fee of 1,000,000  CZK  (approximately  $37,000
     USD).  Stratego  Invest a.s. has agreed to waive its commission  related to
     this transaction.

     In September  1996, Mr. Schmid  received from  Eastbrokers  Beteiligungs AG
     3,511,422 Austrian  Schillings  (approximately  $340,000 USD) for his 49.95
     percent          ownership          interest         in         Eastbrokers
     Wertpapiervermittlungs-gesellschaft  mbH ("Eastbrokers  GmbH"), an Austrian
     Securities  Brokerage Company with limited liability.  The nominal value of
     these  shares  was  500,000  Austrian  Schillings.  Mr.  Schmid,  Chairman,
     President,   Chief  Executive   Officer,   and  Director  of  the  Company.
     Eastbrokers GmbH holds the ownership interest for Eastbrokers Prague.

     In  September  1996,  Mr.  Schmid  received  376,275  Austrian   Schillings
     (approximately  $36,500  USD) for his 5.60  percent  ownership  interest in
     Easbrokers Slovakia a.s., Bratislava ("Eastbrokers Slovakia").  Eastbrokers
     Slovakia is the Company's subsidiary operating in the Slovak Republic.  The
     nominal value of these shares was 280,000 Slovak Koruna.

     In September  1996, Mr. de Roode  received  1,110,250  Austrian  Schillings
     (approximately  $107,500 USD) for his 24.40 percent  ownership  interest in
     Easbrokers Slovakia a.s., Bratislava ("Eastbrokers Slovakia").  Eastbrokers
     Slovakia is the Company's subsidiary operating in the Slovak Republic.  The
     nominal value of these shares was 1,220,000 Slovak Koruna. Mr. de Roode was
     Chief  Executive  Officer,  Chief  Operating  Officer  and  Director of the
     Company.

     The Company has entered into a number of agreements with Randall F. Greene,
     a former director of the Company.  Mr. Greene provided  consulting services
     pursuant  to an  agreement  dated  July  26,  1996 in  connection  with the
     Company's  acquisition of Eastbrokers  Vienna.  Pursuant to this agreement,
     Mr. Green  received  $20,000 as a  non-accountable  expense  allowance  and
     10,000 shares of the Company's  common stock.  In addition,  Mr. Greene was
     paid $37,000 for consulting  services provided to the Company in connection
     with potential  mergers and/or  acquisitions.  In December 1996, Mr. Greene
     entered into an agreement with the Company and certain  stockholders of the
     Company  pursuant to which he was to analyze  and  evaluate  the  Company's
     operations  and to  assist  the  Company  in  evaluating  certain  possible
     business combination

                                     - 35 -


<PAGE>

                     EASTBROKERS INTERNATIONAL INCORPORATED
                            (A Delaware corporation)

             Notes to Consolidated Financial Statements (continued)
                        For the Year Ended March 31, 1997


12.   Related Party Transactions (continued)

     transactions. Mr. Greene was to be compensated under this agreement only in
     the event  that such a business  combination  transaction  was  succesfully
     completed.  No such transactions have occurred, no compensation was paid to
     Mr. Greene  thereunder and the agreement has been terminated.  In addition,
     in connection with Mr. Greene's  resignation from the Board of Directors of
     the Company,  the Company  entered into a consulting  agreement dated March
     27, 1997 pursuant to which Mr. Greene is to provide  business and financial
     advisory  services to the Company and into a related letter  agreement also
     dated March 27, 1997,  as amended by a letter  dated April 29, 1997.  Under
     the  consulting  agreement,  Mr. Greene is to be compensated at the rate of
     $4,000 per month for the six month term of the agreement which commenced on
     April 1, 1997. As additional compensation under this agreement,  Mr. Greene
     was granted options to purchase 7,750 shares of the Company's  common stock
     at $6.50 per share. Under the related letter agreement, Mr. Greene was paid
     $13,750 and  granted  12,500  shares in full  satisfaction  for  consulting
     services  rendered during the period August 1, 1996 through March 31, 1997.
     Also pursuant to this agreement, the Company agreed to indemnify Mr. Greene
     against certain liabilities,  the parties exchanged mutual releases and Mr.
     Greene agreed to sell his shares of the  Company's  common stock subject to
     certain conditions.

     The Company  entered into a Consulting  Agreement dated March 31, 1997 with
     Dr. Sumichrast, a Director of the Company, pursuant to which Dr. Sumichrast
     will  provide  services  to the Company  through  March 31,  1998,  and the
     Company has granted him 20,000 shares of the Company's Common Stock to vest
     ratably over the term of the Agreement.

     In March 1997,  Eastbrokers  Vienna  purchased  30,000 shares of Schneiders
     1895 AG for 3,618,000 Austrian Schillings (approximately $302,000 USD). Mr.
     Schmid is also a Director of Schneiders  1895 AG. Mr. Schmid's father is an
     Officer and Director of Schneiders 1895 AG.

     During 1996, the Company entered into a verbal agreement with RealWorld, an
     internet software  developer,  to design and build an online stock exchange
     game and online trading system. The initial deposit to begin development of
     the game and system was 530,000 Austrian Schillings  (approximately $50,000
     USD).  Currently  the  Company  has a  liability  to  RealWorld  of 208,000
     Austrian Schillings (approximately $20,000 USD) representing amounts due on
     progress  billings.  The agreement  recognizes  costs will be charged on an
     hourly basis and monthly  progress  billings will be made once the original
     deposit has been depleted.  Dr.  Mueller-Tyl is a member of the Supervisory
     Board for RealWorld.  VCH and Messrs. Schmid,  Kossner, and Mueller-Tyl are
     all shareholders of Realworld and represent a combined  ownership  interest
     of 26 percent.

     In December 1996,  Eastbrokers Vienna loaned Dr. Mueller-Tyl  approximately
     $72,000 USD.  Interest on the  outstanding  balance of this  obligation  is
     computed  at 8 percent  per annum until paid in full.  Dr.  Mueller-Tyl  is
     currently the Chief Operating Officer of the Company.

     The Company  leases office space from Residenz  Realbesitz AG  ("Residenz")
     for its  Vienna  operations.  Under the terms of the  leases,  the  Company
     incurred  occupancy costs of approximately  1,200,000  Austrian  Schillings
     (approximately  $114,000 USD). The terms of this lease were negotiated such
     that the  Company is  subject to  occupancy  expenses  no greater  than the
     current  market  rates.  Residenz  is  a  subsidiary  of  General  Partners
     Beteiligungs AG ("General  Partners")  (formerly KHS Beteiligungs  AG). Mr.
     Kossner owns 30 percent of the outstanding  shares of GP. He is a member of
     GP's  Supervisory  Board,  WMP's  Supervisory  Board,  the  Eastbrokers  AG
     Supervisory Board, and is a Director of the Company.

                                     - 36 -

<PAGE>
                     EASTBROKERS INTERNATIONAL INCORPORATED
                            (A Delaware corporation)

             Notes to Consolidated Financial Statements (continued)
                        For the Year Ended March 31, 1997


12.  Related Party Transactions (continued)

     General  Partners,  of which Mr.  Kossner is a  principal  stockholder  and
     member of the  Supervisory  Board,  owns  535,539  shares of the  Company's
     outstanding shares.

     At  December  31,  1996,  the  Company  has a  receivable  related to share
     transactions  from  Mr.  Kossner  in  the  amount  of  2,269,198   Austrian
     Schillings (approximately $209,000 USD).

     At  December  31,  1996,  the  Company  has a  receivable  related to share
     transactions from Z.E. Beteiligungs AG. in the amount of 5,537,202 Austrian
     Schillings   (approximately  $511,000  USD).  Z.E.  Beteiligungs  AG  is  a
     subsidiary of General Partners.

     WMP is an Austrian  broker-dealer,  market maker,  and member of the Vienna
     Stock Exchange. WMP's common stock is publicly traded on the Main Market of
     the Vienna Stock  Exchange.  From time to time, WMP will make a market in a
     company's  stock that has a direct  relationship to the Company through its
     directors.

13.   Income Taxes

     The  Company's  subsidiaries  are  subject to income  taxes in the  various
     countries in which they operate.

     The provision for (benefit from) income taxes is summarized as follows:
<TABLE>
<CAPTION>

                                                                              Three Month
                                                                              Transition
                                                          Year Ended         Period Ended         Year Ended
                                                         December 31,          March 31,           March 31,
                                                             1995                1996                1997
                                                        --------------      --------------      --------------
     <S>                                                <C>                 <C>                 <C>

     Current
       Federal                                          $     --            $    --             $    --
       State                                                  --                 --                  --
       Foreign                                                --                 --                 (180,534)
                                                        --------------      --------------      --------------
           Total from continuing operations                   --                 --                 (180,534)

     Deferred
       Federal                                                 19,304            --                  --
       State                                                    4,274            --                  --
       Foreign                                                 46,805            --                  (69,377)
                                                        --------------      --------------      --------------
           Total from continuing operations                    70,383            --                  (69,377)
                                                        --------------      --------------      --------------
                                                        $      70,383       $    --             $   (249,911)
                                                        ==============      ==============      ==============
</TABLE>


                                     - 37 -

<PAGE>

                     EASTBROKERS INTERNATIONAL INCORPORATED
                            (A Delaware corporation)

             Notes to Consolidated Financial Statements (continued)
                        For the Year Ended March 31, 1997


13.   Income Taxes (continued)

     The following is a  reconciliation  of income tax expense  (benefit) at the
     Federal statutory rates with income taxes recorded by the Company.
<TABLE>
<CAPTION>

                                                                              Three Month
                                                                              Transition
                                                          Year Ended         Period Ended         Year Ended
                                                         December 31,          March 31,           March 31,
                                                             1995                1996                1997
                                                        --------------      --------------      --------------
       <S>                                              <C>                 <C>                 <C>

       Income taxes at Federal statutory rate           $     172,209       $    --             $     20,212
       State income taxes net of Federal tax benefit           23,400            --                    2,746
       Change in valuation allowance                          (93,217)           --                  697,301
       Discontinued operations                                --                 --                 (510,975)
       Other                                                  (32,009)           --                 (459,145)
                                                        --------------      --------------      --------------
                                                        $      70,383       $    --             $   (249,911)
                                                        ==============      ==============      ==============
</TABLE>


   Temporary differences which give rise to deferred tax assets are as follows:
<TABLE>
<CAPTION>

                                                                              Three Month
                                                                              Transition
                                                          Year Ended         Period Ended         Year Ended
                                                         December 31,          March 31,           March 31,
                                                             1995                1996                1997
                                                        -------------       --------------      --------------
       <S>                                              <C>                 <C>                 <C>

       Depreciation and amortization                    $    (141,747)      $    --             $      6,070
       Basis difference on building                           123,110            --                  --
       Basis difference on marketable securities              --                 --                 (133,385)
       Other                                                  --                 --                  (11,425)
       Net operating losses available for carryforward        101,202            --                  938,033
                                                        -------------       --------------      --------------
                                                               82,565            --                  799,243
           Valuation allowance                                --                 --                 (697,301)
                                                        -------------       --------------      --------------
                                                               82,565            --                  101,942
       Eastbrokers AG deferred taxes acquired                 --                 --                  187,996
                                                        -------------       --------------      --------------
                                                        $      82,565       $    --             $    289,938
                                                        =============       ==============      ==============
</TABLE>

14.   Discontinued Operations

     In October  1996,  the  Company  agreed to sell its  interest  in the Hotel
     Fortuna,  a.s.  ("Fortuna") for 100,000 shares of Ceske energeticke  zavody
     a.s. ("CEZ") and 86,570 shares of Vodni stavby Praha a.s. based on the then
     current  market  prices  for  each  stock.  In  November  1996,  the  sales
     transaction  was completed.  As of the sale date,  the Company  revised its
     estimate of the net  realizable  value of the shares  received based on the
     then  current  market  prices  for each  stock.  As a result,  the  Company
     recognized a loss on the sale of discontinued  operations of  ($1,323,083).
     An income from discontinued operations was $41,899 through the sale date.









                                     - 38 -

<PAGE>

                     EASTBROKERS INTERNATIONAL INCORPORATED
                            (A Delaware corporation)

             Notes to Consolidated Financial Statements (continued)
                        For the Year Ended March 31, 1997


15.  Recent Accounting Pronouncements

     In February 1997, the Financial Accounting Standards Board issued Statement
     of Financial  Accounting  Standards ("SFAS") No. 128, "Earnings per share".
     The effective  date is for financial  statements  with periods ending after
     December  15, 1997 and changes the method by which  earnings per share will
     be computed.  Adoption of this statement will not have a material effect on
     earnings per share.






















                                     - 39 -


<PAGE>




Item 8.  Changes  In  and  Disagreements  with  Accountants  on  Accounting  and
         Financial Disclosure

     The Company has not had any changes in or disagreements  with its principal
independent accountant within its two most recent fiscal years.



























                                     - 40 -

<PAGE>

                                    PART III

Item 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

A.       Directors and Executive Officers

     Biographical  information,  including  the  age,  position  held  with  the
Company, term of office as officer or director,  employment during the past five
years, and certain other  directorships of each officer or director is set forth
below.  Messr.  Kossner has been  elected to serve as director  until the annual
meeting  of  stockholders  to be held  during  the year  1999.  Messrs.  Michael
Sumichrast,  Ph.D. and Martin A. Sumichrast have been elected as directors, each
to serve  until the annual  meeting of  stockholders  to be held during the year
1998.  Messr.  Schmid has been  elected as  director  to serve  until the annual
meeting of  stockholders  to be held  during the year 1997.  There are no family
relationships  among any  officers and  directors  of the  Company,  except that
Michael  Sumichrast,  Ph.D.  and  Martin  A.  Sumichrast  are  father  and  son,
respectively.

PETER  SCHMID,  31,  Chairman  of the Board and Chief  Executive  Officer of the
Company since March 1997; President of the Company since August 1996; a Director
of the Company since January  1994.  Since 1991,  Mr. Schmid has been a founder,
Chairman of the Board,  Chief Executive  Officer,  and Member of the Supervisory
Board of Eastbrokers  Beteiligungs AG, a Vienna based securities  brokerage firm
which was acquired by the Company in August 1996.  Mr.  Schmid is also Member of
the Supervisory  Board of WMP  Borsenmakler  AG, a Vienna based investment firm;
Eastbrokers  a.s.  Prague,  a  subsidiary  and  Prague,   Czech  Republic  based
securities brokerage firm; Eastbrokers Slovakia a.s.,  Bratislava,  a subsidiary
and Bratislava,  Slovak Republic based  securities  brokerage firm;  Eastbrokers
Zagreb an affiliate  office and Stock Company for Mediation,  a Zagreb,  Croatia
based securities brokerage firm;  Eastbrokers WDM s.a., Warsaw, a subsidiary and
Warsaw,  Poland based securities brokerage firm; NIF Trud (National  Cooperative
Investment  Fund plc,  Sofia),  an affiliate  office and Sofia,  Bulgaria  based
investment fund;  Eastbrokers  Budapest Rt., a subsidiary and Budapest,  Hungary
based securities brokerage firm;  Eastbrokers s.a., Bucharest,  a subsidiary and
Bucharest,  Romania based  securities  brokerage  firm;  and  Eastbrokers  d.d.,
Ljubljana,  an  affiliate  office  and  Ljubljana,   Slovenia  based  securities
brokerage  firm; and Schneiders  1895 AG, a retailing firm. Mr. Schmid is also a
Director of Eastbrokers North America, Inc., a subsidiary and New York, New York
based securities brokerage firm.

MARTIN A.  SUMICHRAST,  30,  Vice  Chairman  of the  Company  since  March 1997;
Secretary,  and a Director  of the  Company  since its  inception  in 1993.  Mr.
Sumichrast is a founder of the Company and was formerly Executive Vice President
and Chief Financial  Officer of the Company.  Mr. Sumichrast is also Chairman of
Eastbrokers  North  America,  a subsidiary of the Company and New York, New York
based  brokerage  firm.  From 1987  until  1992,  Mr.  Sumichrast  served as the
President of Sumichrast Publications, Inc., a real estate publication located in
Rockville,  Maryland.  Mr.  Sumichrast  also serves as President  of  Sumichrast
Enterprises, Inc., a holding company located in Rockville, Maryland.

KEVIN D. MCNEIL, 37, Vice President, Treasurer and Chief Financial Officer since
March 1997.  Since  August  1996,  Mr.  McNeil had been the  comptroller  of the
Company.  Mr. McNeil  implemented  an accounting  system that  consolidates  the
financial  statements of eleven different standards of accounting and currencies
into U.S.  general  accepted  accounting  principles  for filing with the United
States  Securities  and  Exchange  Commission  and the National  Association  of
Securities Dealers. Mr. McNeil is also  Secretary/Treasurer of Eastbrokers North
America,  Inc.,  a  subsidiary  of the  Company  and New  York,  New York  based
securities brokerage firm. From 1994 to 1996, Mr. McNeil served as a supervising
auditor for Pannell Kerr Forster PC, an international accounting firm. From 1990
until 1994, Mr. McNeil served as a supervising auditor for Schoenadel,  Marginot
& Company,  CPAs,  a large local  accounting  firm.  Incident to a divorce,  Mr.
McNeil filed for personal  bankruptcy  and was granted relief under Chapter 7 in
1994.  Mr.  McNeil is a member of the American  Institute  of  Certified  Public
Accountants,  the  Virginia  Society of  Certified  Public  Accountants  and the
International  Auditors  Division of the Securities  Industry  Association.  Mr.
McNeil holds a B.S. degree from Kansas State University.

FALKO  MUELLER-TYL,  27, Vice President and Chief Operating  Officer since March
1997.  Dr.  Mueller-Tyl  joined  Eastbrokers  Beteiligungs  AG  in  1994,  after
finishing his Ph.D. at the  University of Economics and Business  Administration
in Vienna, where he was also a teaching assistant.  Formerly, he was involved in
various consulting projects with the Eastbrokers group and other companies.  Dr.
Mueller-Tyl now is a member of the supervisory


                                     - 41 -


<PAGE>


board of Eastbrokers  Beteiligungs AG and Vice President and the Chief Operating
Officer of the Company,  responsible for the supervision of the Eastern European
operations.   Dr.   Mueller-Tyl   serves  as  General   Manager  of  Eastbrokers
Wertpapiervermittlungs-gesellschaft   mbH  ("Eastbrokers   GmbH"),  an  Austrian
Securities  Brokerage Company with limited liability;  WMP  Vermogensverwaltungs
GmbH, an Austrian property management company; and VCH  Vermogensverwaltund  und
Holding GmbH ("VCH"), a property management and holding company. Dr. Mueller-Tyl
also serves on the supervisory  boards of Eastbrokers  Beteiligungs AG, a Vienna
based  securities  brokerage  firm;  Eastbrokers  Slovakia a.s.,  Bratislava,  a
subsidiary and  Bratislava,  Slovak  Republic based  securities  brokerage firm;
Eastbrokers WDM s.a.,  Warsaw, a subsidiary and Warsaw,  Poland based securities
brokerage firm; Eastbrokers s.a., Bucharest, a subsidiary and Bucharest, Romania
based securities brokerage firm; and RealWorld, an internet software developer.

JOHN PAUL DEVITO,  41, Vice President,  Brokerage and Sales, since January 1997.
Mr.  DeVito has been in the financial  service  industry  since 1976,  and holds
eight  securities  licenses.  Mr. De Vito is also President and Chief  Executive
Officer of Eastbrokers North America,  Inc., a subsidiary and New York, New York
based  brokerage  business.  From 1995 until 1997,  Mr. DeVito served as the New
York Branch Manager for J.B. Oxford & Company, a discount  brokerage.  From 1990
until 1995,  Mr. DeVito was Senior Vice  President of Sales and Chief  Financial
Officer  at Adler  Coleman  Clearing  Corporation  ("Adler"),  a New York  Stock
Exchange  clearing  company.  Mr.  De Vito was  officially  removed  from the BD
application as Chief Financial Officer prior to the SIPC Liquidation of Adler in
1995.  From 1989 until  1990,  Mr.  DeVito was an account  executive  at Douglas
Bremen & Co. From 1988 until 1989, Mr DeVito was an account  executive at Blaine
Andrew & Co. From 1986 until 1988, Mr. DeVito was Vice President - Brokerage and
Marketing at Glickenhaus & Co., a New Jersey  securities  firm.  From 1981 until
1986, Mr DeVito was Vice President at the Securities Settlement  Corporation,  a
subsidiary of the Travelers Corporation. From 1978 until 1981, Mr. DeVito was an
auditor at Paine  Webber,  Inc.  and from 1976  until  1978,  Mr.  DeVito was an
auditor at Smith Barney Harris Upham.  Mr. DeVito hold B.A degrees in industrial
psychology and financial planning from New York University.

MICHAEL SUMICHRAST,  Ph.D., 76, Director of the Company since 1993, was Chairman
of the Board of the Company since its  inception in 1993 until March 1997.  From
1990 to 1994,  Dr.  Sumichrast  served as  Chairman  of the Board of  Sumichrast
Publications,  Inc., a real estate publication  located in Rockville,  Maryland.
During this time, he also served as an economic  adviser and  representative  of
various international American companies.  From 1963 to 1990, Dr. Sumichrast was
the senior vice  president and chief  economist of the National  Association  of
Home Builders (NAHB), a home builders' professional association.

WOLFGANG KOSSNER, 27, Director of the Company since August 1996. Mr. Kossner was
Executive Vice President of the Company from August 1996 until November 1, 1996.
Mr.  Kossner is one of the founders of  Eastbrokers  Beteiligungs  AG. From 1993
through  1995,  Mr.  Kossner  has  served  as  the  managing   director  of  WMP
Borsenmakler  AG.  Prior to that,  Mr.  Kossner  was the  manager of  securities
trading at WMP Borsenmakler  from 1991 to 1993. Mr. Kossner  presently serves on
the  Supervisory  Boards  of  Eastbrokers'  subsidiaries  in  Vienna,  Budapest,
Ljubljana and Zagreb.

B.       Compliance with Section 16(a)

Section  16(a) of the  Securities  Exchange Act of 1934  requires the  Company's
officers and directors,  and persons who own more than 10% of a registered class
of the  Company's  equity  securities,  to file  reports of  ownership of equity
securities of the Company with the Securities and Exchange Commission. Officers,
directors  and  greater-than-ten   percent  shareholders  are  required  by  SEC
regulation  to furnish the Company  with copies of all Section  16(a) forms that
they file.

Based  solely  on a review  of the  copies  of  Forms 3, 4 and 5 and  amendments
thereto  furnished  to the  Company,  or written  representations  from  certain
reporting  persons  that such  persons  have filed on a timely basis all reports
required  by Section  16 (a),  and  without  researching  or making any  inquiry
regarding  delinquent Section 16 (a) filings,  the Company believes that, during
the  fiscal  year  ended  March 31,  1997,  other  than  initial  statements  of
beneficial ownership by Messrs. DeVito, McNeil and Mueller-Tyl, all such reports
were filed on a timely basis.



                                     - 42 -


<PAGE>


Item  10.  Executive Compensation

         The following  Summary  Compensation  Table sets forth the compensation
for the named  executives  for the year ended  March 31,  1997,  the three month
transition  period ended March 31,  1996,  and the twelve  month  periods  ended
December 31, 1995 and December 31, 1994.  No other  executive  officer had total
annual  salary  and  bonus  during  any such  period  equal to or  greater  than
$100,000.
 <TABLE>
<CAPTION>

                                                                               Long Term Compensation
                                                                      --------------------------------------------
                                       Annual Compensation                    Awards              Payouts
                             ---------------------------------------- --------------------------------------------

            (a)              (b)      (c)       (d)         (e)         (f)        (g)        (h)         (i)

                                                           Other    Restricted Securities
                                                           Annual     Stock    Underlying     LTIP     All Other
Name and Principal Position  Year   Salary     Bonus    Compensation  Awards ($Options/SARs(#)Payouts Compensation
---------------------------  ----  ------      -----    ----------------------------------------------------------

<S>                          <C>   <C>        <C>        <C>            <C>         <C>        <C>        <C>

Peter Schmid(1)              1997* $129,988      --          --         --          --         --         --
  Chairman, President        1996**   --         --          --         --          --         --         --
  and Chief Executive        1995     --         --          --         --          --         --         --
  Officer                    1994     --         --          --         --          --         --         --

Martin A. Sumichrast(2)      1997* $120,000   $11,000        --         --          --         --         --
  Vice-Chairman of the       1996**$ 30,000      --          --         --          --         --         --
  Board and Secretary        1995  $107,500      --          --         --          --         --         --
                             1994     --         --          --         --          --         --         --

Petr Bednarik, Ing.(1)       1997* $ 49,000      --      $24,000***     --          --         --         --
  Former President and       1996**$ 10,000      --          --         --          --         --         --
  Chief Executive Officer    1995  $107,500      --          --         --          --         --         --
                             1994     --         --          --         --          --         --         --

August A. de Roode(1)(4)     1997* $ 72,094      --          --         --          --         --         --
  Former Chief Executive     1996**   --         --          --         --          --         --         --
  Officer and Chief          1995     --         --          --         --          --         --         --
  Operating Officer          1994     --         --          --         --          --         --         --

Michael Sumichrast, Ph.D.(3) 1997* $100,000      --      $75,000***     --          --         --         --
  Former Chairman of the     1996**$ 24,999      --          --         --          --         --         --
  Board                      1995  $100,000      --          --         --          --         --         --
                             1994     --         --          --         --          --         --         --

</TABLE>

         *for the fiscal year ended March 31, 1997.

         **for the three month transition period ended March 31, 1996.

         ***these amounts constitute severance pay.

(1)  Mr. Schmid has been Chairman of the Board and Chief Executive Officer since
     March 1997 and President of the Company since August 1996. Mr. Bednarik was
     President  and  Chief  Executive  Officer  from the  time of the  Company's
     inception  in 1993  until  August  1996.  Mr. de Roode was Chief  Executive
     Officer and Chief Operating Officer from August 1996 to March 1997.

(2)  Martin A. Sumichrast became Vice Chairman of the Board in March 1997. Prior
     to that, he was Executive Vice President and Chief Financial Officer.

(3)  Dr.  Sumichrast  was  Chairman of the Board from the time of the  Company's
     inception in 1993 until March 1997.

(4)  Dr. de Roode's  compensation was paid through VCH  Vermogensverwaltung  Und
     Holding GmbH.









                                     - 43 -

<PAGE>

Employment Agreements

     Effective  January 1995,  the Company  entered into  employment  agreements
("Employment Agreements") with Messrs. Michael Sumichrast, Ph.D., Petr Bednarik,
Ing.,  and  Martin A.  Sumichrast.  Mr.  Bednarik's  employment  was  terminated
effective  August 1, 1996 in  connection  with the  acquisition  of  Eastbrokers
Vienna.  Under the terms of Mr. Bednarik's  Employment  Agreement,  Mr. Bednarik
received  $24,000 in severance  compensation  in August 1996 as a result of such
termination of employment.  Dr. Sumichrast's Employment Agreement was terminated
upon his  resignation as Chairman  effective March 20, 1997 and he was awarded a
sum of $75,000.  Mr. Martin  Sumichrast's  employment  agreement  will expire in
December  1999,  and  will  renew  for a  period  of five  years  following  the
expiration  date,  unless contrary notice is given by either party.  The Company
also entered into employment  agreements with Messrs.  August de Roode and Peter
Schmid,  effective  as of August  1,  1996.  Messr.  Kossner  continues  to be a
Director  of  the  Company.   Messr.  de  Roode's  agreement  expired  upon  his
resignation on March 15, 1997. Messr.  Schmid's  agreement will expire on August
1, 1999, and he will have a three-year renewal option, unless contrary notice is
given by either party.  The salaries for Martin A.  Sumichrast  and Peter Schmid
are $120,000 each. The salaries under the agreements may be increased to reflect
annual cost of living increases and may be supplemented by  discretionary  merit
and performance  increases as determined by a compensation  committee to consist
of three  outside  directors of the Company,  except that during the three years
following June 8, 1995, Mr. Martin  Sumichrast's salary may not exceed $150,000.
In the first three years following  August 1, 1996,  Messr.  Schmid's salary may
not exceed $150,000.  Messrs.  Martin A. Sumichrast and Schmid are each eligible
to receive an annual bonus of up to 25% of their  salary under their  respective
agreements,  such bonuses to be  determined  by the Board and not subject to any
specified performance criteria.  The agreements provide, among other things, for
participation  in an equitable manner in any  profit-sharing  or retirement plan
for  employees  or  executives  and  for   participation  in  employee  benefits
applicable to employees and executives of the Company.  The  agreements  provide
that the Company will  establish a performance  incentive  bonus plan  providing
each executive the  opportunity to earn an annual bonus of up to five percent of
the  increase in the  Company's  pretax  income,  based upon the  attainment  of
performance  goals  to be  established  by  the  Compensation  Committee  of the
Company.  The agreements  further provide for the use of an automobile and other
fringe  benefits  commensurate  with  their  duties  and  responsibilities.  The
agreements also provide for benefits in the event of disability.

     Pursuant to the  agreements,  employment  may be  terminated by the Company
with cause or by the executive  with or without good reason.  Termination by the
Company  without cause,  or by the executive for good reason,  would subject the
Company to liability for liquidated damages in an amount equal to the terminated
executive's  current  salary and a pro rata  portion of their prior year's bonus
for the remaining term of the agreement,  payable in equal monthly installments,
without  any set-off  for  compensation  received  from any new  employment.  In
addition,  the terminated executive would be entitled to continue to participate
in and  accrue  benefits  under  all  employee  benefit  plans  and  to  receive
supplemental  retirement  benefits to replace  benefits under any qualified plan
for the remaining term of the agreement to the extent permitted by law.

     Under the  agreements,  the  Company is  obligated  to  purchase  insurance
policies on the lives of Messrs.  Martin A.  Sumichrast and Schmid.  The Company
will pay the premiums on these policies and upon the death of the employee,  the
Company  will  receive an amount  equal to the premiums it paid under the policy
and the remaining proceeds will go to the employee's designated beneficiary. The
Company has a one million dollar key man life insurance policy on Martin A.
Sumichrast with the Company as its beneficiary.









                                     - 44 -

<PAGE>


Option/SAR Grants
<TABLE>
<CAPTION>


                                                  Individual Grants
                                   Number of       Percent of total
                                   securities        options/SARs
                                   underlying         granted to
                                  options/SARs       employees in      Exercise or base
             Name                 Granted (#)        fiscal year         price ($/Sh)         Expiration date
             (a)                      (b)                (c)                 (d)                    (e)
------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                <C>                 <C>               <C>
Peter Schmid                          33,000            16.5%               $10.00            August 1, 2001
Martin A. Sumichrast                 100,000            50.0%               $10.00            August 1, 2001


</TABLE>

Option/SAR Exercises

     There were no exercises  of options  during the fiscal year ended March 31,
1997.

Compensation of Directors

     Each  Director  of the  Company  is  entitled  to  receive  $1,500.00  plus
reasonable  expenses,  for attending  scheduled  board meetings at which members
meet in person.  Directors  are not entitled to receive  compensation  for board
meetings held by telephonic  conference.  During the fiscal year ended March 31,
1997,  three former  Directors  received  fees totaling  $4,500.00.  All current
directors have waived such fees for the fiscal year ending March 31, 1997.

1996 Stock Option Plan

     At the Annual Meeting held on December 10, 1996, the stockholders  approved
the 1996 Stock Option Plan (the "Plan")  pursuant to which officers,  employees,
directors and  consultants  of the Company and its Affiliates are eligible to be
granted Awards.  The Plan is administered by the Stock Award  Committee,  or, in
the  absence of such a  committee  by the entire  Board,  which has the  plenary
authority to grant Awards including Stock Options,  Stock  Appreciation  Rights,
Restricted  Stock,  or any  combination of the  foregoing,  and to determine the
terms and conditions of the Awards.

     The total  number of shares of Common  Stock  reserved  and  available  for
distribution as Awards under the Plan is 400,000.

     In the fiscal year ended March 31, 1997,  an aggregate of 25,000  shares of
Common Stock and options to purchase 35,000 shares were awarded  pursuant to the
Plan.
     During the fiscal year ended March 31, 1997, an additional 12,000 shares of
common stock were issued outside of the plan as compensation for services to the
Company.







                                     - 45 -

<PAGE>





Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The  following  table sets forth the number of shares of the  Company's
Common  Stock  owned as of June 27,  1997 by (i) each person who is known by the
Company  to own  beneficially  more than five  percent of the  Company's  Common
Stock; (ii) each of the Company's officers and directors; and (iii) all officers
and directors as a group. The following calculations were based upon there being
3,003,000 shares of the Company's Common Stock issued and outstanding as of June
27, 1997. Except as otherwise noted, the persons named in the table below do not
own any other capital  stock of the Company and have sole voting and  investment
power with respect to all shares as beneficially owned by them.
<TABLE>
<CAPTION>

                                                                                                 Percentage of
       Name and Address (1)              Position with Company             Number of Shares         Shares
   ------------------------------ -------------------------------------  ---------------------- ----------------
   <S>                            <C>                                          <C>                  <C>

   Peter Schmid (2)               Chairman of the Board,                         554,659             18.47
                                      President and Chief Executive
                                     Officer, Director
   Martin A. Sumichrast (3)       Vice-Chairman of the                            57,000              1.90
                                      Board and Secretary, Director
   Falko Mueller-Tyl (6)           Vice President and Chief                       57,431              1.91
                                      Operating Officer
   Kevin D. McNeil                Vice President, Treasurer                        2,495              *
                                      and Chief Financial Officer
   John Paul DeVito (4)           Vice President Brokerage                         8,268              *
                                      and Sales
   Michael Sumichrast, Ph.D. (3)  Director                                         6,600              *
   Wolfgang Kossner (5)           Director                                       768,039             25.58
                                                                         ---------------------- ----------------
   All Officers and Directors as                                               1,454,492             48.43
           a Group (7 persons)

</TABLE>


*   Less than 1%

     (1)  Except as otherwise noted, c/o Eastbrokers International Incorporated,
          15245 Shady Grove Road, Suite 340, Rockville, Maryland 20850.

     (2)  359,925 shares are owned by Karntner Landes und  Hypothekenbank  AG as
          nominee  for the  Tsuyoshi  Trust  Vaduz and 194,734 are owned by said
          bank as  nominee  for Mr.  Schmid.  Mr.  Schmid  has sole  voting  and
          investment power with respect to the trust shares and is a beneficiary
          of this  trust.  Excludes  33,000  shares  issuable  upon  exercise of
          options to acquire Common Stock at $10.00 per share.

     (3)  53,600 shares are owned by Sumichrast Enterprises, Inc., a corporation
          of which Martin A. Sumichrast, Dr. Sumichrast's son, is an officer and
          director and the owner.  Dr.  Sumichrast  may be deemed to have voting
          and investment power with respect to 1,600 of these 53,600 shares. Dr.
          Sumichrast  and  Martin  Sumichrast  each own 5,000  shares  directly.
          Excludes  options held by Martin  Sumichrast to acquire 100,000 shares
          at $10.00  per share and Class A  Warrants  representing  the right to
          acquire 1,000 shares at $20.00 per share.

     (4)  Excludes  10,000 shares issuable upon exercise of options at $7.00 per
          share.

     (5)  535,539  shares  are  owned   indirectly   through  General   Partners
          Beteiligungs  AG,  formerly  KHS  Beteiligungs  AG ("GP") of which Mr.
          Kossner is a principal stockholder. 200,000 shares were owned by

                                     - 46 -

<PAGE>

          Karntner Landes und  Hypothekenbank AG (the "Bank") as nominee for GP.
          Mr. Kossner may be deemed to have shared voting and  investment  power
          with respect to these shares.  Also includes 32,500 shares held by the
          Bank as nominee for Central and Eastern  European  Fund  ("Fund"),  of
          which Mr.  Kossner is a director.  This  inclusion of such Fund shares
          shall  not be  construed  as an  admission  that  Mr.  Kossner  is the
          beneficial owner of such shares.  Excludes 67,000 shares issuable upon
          exercise of options to acquire Common Stock at $10.00 per share.

     (6)  17,331 shares are owned directly by Dr. Mueller-Tyl. 20,000 shares are
          owned  indirectly  through his  step-father  and an additional  21,600
          shares are owned indirectly through his father. Dr. Mueller-Tyl may be
          deemed to have  shared  voting and  investment  power with  respect to
          these shares.

Item  12.      Certain Relationships and Related Transactions

     Prior to the sale by the Company of the Hotel Fortuna a.s. (the "Hotel") on
October 1, 1996, the Company  previously  owned 50.2 % of the Hotel. See Item 3.
Stratego  Invest a.s.  owned 20.6 % of the Hotel.  Stratego  Invest a.s. is more
than 50% owned by Stratego  a.s.,  which is controlled  by Ing.  Petr  Bednarik,
former President and CEO of the Company.

     The sales  transaction  between the Company and Y.S.E. a.s. was arranged by
Stratego Invest a.s., a broker-dealer and financial consulting company organized
under the laws of the  Czech  Republic.  Ing.  Petr  Bednarik,  a  director  and
shareholder of the Company,  is the Chairperson of the  Supervisory  Board and a
beneficial  owner of Stratego Invest a.s. For providing  services related to the
transaction,  Stratego  Invest a.s.  was to have  received a  commission  fee of
1,000,000 CZK  (approximately  $37,000 USD).  Stratego Invest a.s. has agreed to
waive its commission related to this transaction.

     In September  1996, Mr. Schmid  received from  Eastbrokers  Beteiligungs AG
3,511,422 Austrian Schillings (approximately $340,000 USD) for his 49.95 percent
ownership  interest  in  Eastbrokers   Wertpapiervermittlungs-gesellschaft   mbH
("Eastbrokers  GmbH"),  an Austrian  Securities  Brokerage  Company with limited
liability.  The nominal value of these shares was 500,000  Austrian  Schillings.
Mr. Schmid,  Chairman,  President,  Chief Executive Officer, and Director of the
Company.  GmbH.  Eastbrokers  GmbH holds the ownership  interest for Eastbrokers
Prague.

     In  September  1996,  Mr.  Schmid  received  376,275  Austrian   Schillings
(approximately   $36,500  USD)  for  his  5.60  percent  ownership  interest  in
Easbrokers  Slovakia  a.s.,  Bratislava  ("Eastbrokers  Slovakia").  Eastbrokers
Slovakia is the  Company's  subsidiary  operating  in the Slovak  Republic.  The
nominal value of these shares was 280,000 Slovak Koruna.

     In September  1996, Mr. de Roode  received  1,110,250  Austrian  Schillings
(approximately  $107,500  USD)  for his  24.40  percent  ownership  interest  in
Easbrokers  Slovakia  a.s.,  Bratislava  ("Eastbrokers  Slovakia").  Eastbrokers
Slovakia is the  Company's  subsidiary  operating  in the Slovak  Republic.  The
nominal  value of these shares was  1,220,000  Slovak  Koruna.  Mr. de Roode was
Chief Executive Officer, Chief Operating Officer and Director of the Company.

     The Company has entered into a number of agreements with Randall F. Greene,
a former  director of the  Company.  Mr.  Greene  provided  consulting  services
pursuant to an agreement  dated July 26, 1996 in  connection  with the Company's
acquisition  of  Eastbrokers  Vienna.  Pursuant  to this  agreement,  Mr.  Green
received $20,000 as a non-accountable expense allowance and 10,000 shares of the
Company's common stock. In addition,  Mr. Greene was paid $37,000 for consulting
services  provided to the Company in connection  with  potential  mergers and/or
acquisitions.  In December  1996,  Mr. Greene entered into an agreement with the
Company and  certain  stockholders  of the  Company  pursuant to which he was to
analyze  and  evaluate  the  Company's  operations  and to assist the Company in
evaluating certain possible business combination transactions. Mr. Greene was to
be  compensated  under  this  agreement  only in the event  that such a business
combination  transaction was succesfully  completed.  No such  transactions have
occurred,  no compensation  was paid to Mr. Greene  thereunder and the agreement
has been terminated.  In addition,  in connection with Mr. Greene's  resignation
from  the  Board  of  Directors  of the  Company,  the  Company  entered  into a
consulting agreement dated March 27, 1997 pursuant to which Mr.

                                     - 47 -

<PAGE>

Greene is to provide business and financial advisory services to the Company and
into a related  letter  agreement  also dated  March 27,  1997,  as amended by a
letter dated April 29, 1997. Under the consulting agreement, Mr. Greene is to be
compensated  at the rate of  $4,000  per  month  for the six  month  term of the
agreement  which  commenced on April 1, 1997. As additional  compensation  under
this  agreement,  Mr. Greene was granted options to purchase 7,750 shares of the
Company's common stock at $6.50 per share.  Under the related letter  agreement,
Mr. Greene was paid $13,750 and granted 12,500 shares in full  satisfaction  for
consulting  services rendered during the period August 1, 1996 through March 31,
1997.  Also  pursuant to this  agreement,  the Company  agreed to indemnify  Mr.
Greene against certain  liabilities,  the parties  exchanged mutual releases and
Mr. Greene  agreed to sell his shares of the  Company's  common stock subject to
certain conditions.

     The Company  entered into a Consulting  Agreement dated March 31, 1997 with
Dr. Sumichrast, a Director of the Company, pursuant to which Dr. Sumichrast will
provide  services to the Company  through  March 31,  1998,  and the Company has
granted him 20,000 shares of the Company's Common Stock to vest ratably over the
term of the Agreement.

     In March 1997,  Eastbrokers  Vienna  purchased  30,000 shares of Schneiders
1895 AG for 3,618,000  Austrian  Schillings  (approximately  $302,000  USD). Mr.
Schmid is also a  Director  of  Schneiders  1895 AG. Mr.  Schmid's  father is an
Officer and Director of Schneiders 1895 AG.

     During 1996, the Company entered into a verbal agreement with RealWorld, an
internet software  developer,  to design and build an online stock exchange game
and online trading system.  The initial deposit to begin development of the game
and  system  was  530,000  Austrian  Schillings   (approximately  $50,000  USD).
Currently  the  Company  has  a  liability  to  RealWorld  of  208,000  Austrian
Schillings  (approximately  $20,000  USD)  representing  amounts due on progress
billings.  The agreement recognizes costs will be charged on an hourly basis and
monthly  progress  billings  will be made  once the  original  deposit  has been
depleted.  Dr.  Mueller-Tyl is a member of the Supervisory  Board for RealWorld.
VCH and  Messrs.  Schmid,  Kossner,  and  Mueller-Tyl  are all  shareholders  of
Realworld and represent a combined ownership interest of 26 percent.

     In December 1996,  Eastbrokers Vienna loaned Dr. Mueller-Tyl  approximately
$72,000 USD. Interest on the outstanding  balance of this obligation is computed
at 8 percent per annum until paid in full.  Dr.  Mueller-Tyl  is  currently  the
Chief Operating Officer of the Company.

     The Company  leases office space from Residenz  Realbesitz AG  ("Residenz")
for its Vienna  operations.  Under the terms of the leases, the Company incurred
occupancy costs of approximately  1,200,000 Austrian  Schillings  (approximately
$114,000 USD). The terms of this lease were  negotiated such that the Company is
subject to occupancy expenses no greater than the current market rates. Residenz
is a  subsidiary  of  General  Partners  Beteiligungs  AG  ("General  Partners")
(formerly KHS  Beteiligungs  AG). Mr. Kossner owns 30 percent of the outstanding
shares of GP. He is a member of GP's Supervisory Board, WMP's Supervisory Board,
the Eastbrokers AG Supervisory Board, and is a Director of the Company.

     General  Partners,  of which Mr.  Kossner is a  principal  stockholder  and
member  of  the  Supervisory   Board,  owns  535,539  shares  of  the  Company's
outstanding shares.

     At  December  31,  1996,  the  Company  has a  receivable  related to share
transactions  from Mr.  Kossner in the amount of 2,269,198  Austrian  Schillings
(approximately $209,000 USD).

     At  December  31,  1996,  the  Company  has a  receivable  related to share
transactions  from Z.E.  Beteiligungs  AG. in the amount of  5,537,202  Austrian
Schillings (approximately $511,000 USD). Z.E. Beteiligungs AG is a subsidiary of
General Partners.

     WMP is an Austrian  broker-dealer,  market maker,  and member of the Vienna
Stock Exchange.  WMP's common stock is publicly traded on the Main Market of the
Vienna Stock Exchange.  From time to time, WMP will make a market in a company's
stock that has a direct relationship to the Company through its directors.



                                     - 48 -

<PAGE>





Item 13.  EXHIBITS AND REPORTS ON FORM 8-K

     a.   Exhibits required by Item 601 of Regulation S-B

              1.       See Index to Exhibits on pages 50-51.



     b.   Reports on Form 8-K

          There were no reports on Form 8-K filed during the last quarter of the
     fiscal year ended March 31, 1997 through the date hereof.




















                                     - 49 -


<PAGE>





                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the Exchange Act, the registrant
has duly  caused  this  report to be signed  on its  behalf by the  undersigned,
thereunto duly authorized.


EASTBROKERS INTERNATIONAL INCORPORATED
             (Registrant)


By              /s/ Peter Schmid *                             June 30, 1997
----------------------------------------------             ---------------------
                   Peter Schmid                                    Date
Chairman, President, Chief Executive Officer, and Director





     In  accordance  with the Exchange  Act,  this report has been signed by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.



                /s/ Peter Schmid *                             June 30, 1997
----------------------------------------------             ---------------------
                    Peter Schmid                                   Date
Chairman, President, Chief Executive Officer, and Director



            /s/ Martin A. Sumichrast                           June 30, 1997
----------------------------------------------             ---------------------
              Martin A. Sumichrast                                 Date
Vice Chairman of the Board, Secretary, and Director



               /s/ Kevin D. McNeil                             June 30, 1997
----------------------------------------------             ---------------------
                  Kevin D. McNeil                                  Date
Vice President, Treasurer, and Chief Financial Officer
    (Principal Financial and Accounting Officer)



            /s/ Michael Sumichrast  *                          June 30, 1997
----------------------------------------------             ---------------------
              Michael Sumichrast, PhD                              Date
                     Director



              /s/ Wolfgang Kossner *                           June 30, 1997
----------------------------------------------             ---------------------
                 Wolfgang Kossner                                  Date
                      Director








       * By Martin A. Sumichrast and Kevin D. McNeil as attorneys-in fact.





                                     - 50 -

<PAGE>

                                INDEX TO EXHIBITS
<TABLE>
<CAPTION>


                                                                                                        Page

      Exhibit No.        Description
      -----------        -----------
         <S>             <C>                                                                            <C>

         (2.1)           Stock  Purchase  Agreement  dated June 14,  1996  between  the  Company  and
                         Eastbrokers  Beteiligungs AG incorporated by reference to the Company's Form
                         8-K dated August 1, 1996.

         (3.1)           Certificate of Incorporation,  as amended,  incorporated by reference to the
                         Company's Form 10-QSB for the nine months ended December 31, 1996.

         (3.2)           Bylaws  of  the  Company,  as  amended,  incorporated  by  reference  to the
                         Company's Form 10-QSB for the three months ended March 31, 1995.

         (3.3)           Amendments to the Bylaws,  incorporated  by reference to the Company's  Form
                         10-QSB for the three months ended June 30, 1996.

         (4.1)           Specimen  copy of  Common  Stock  Certificate,  Form of
                         Class A  Warrant  Agreement,  Form of  Class B  Warrant
                         Agreement,  and  Form of  Warrant  Agreement  are  each
                         incorporated by reference to the Company's Registration
                         Statement on Form S-1 as filed with the  Securities and
                         Exchange Commission (No.
                         33-89544).

         (4.2)           Underwriter's  Unit  Purchase  Option,  incorporated  by  reference  to  the
                         Company's Form 10-KSB for the year ended December 31, 1995.

         (4.3)           Warrant  Certificate  between the Company and J.B. Sutton Group,  LLC, dated
                         March 27, 1997,  incorporated  by reference to the Company's  Form S-3 filed
                         with the Securities and Exchange Commission on May 9, 1997 (No. 333-26825).

        (10.1)           Employment  Agreement  between the Company  and Martin A.  Sumichrast  dated
                         February 1995, incorporated by reference to the Company's Form S-1.

        (10.2)           Employment  Agreement  between the Company and Peter  Schmid dated August 1,
                         1996, the form of such employment  agreement is incorporated by reference to
                         the Company's Form 8-K dated August 1, 1996.

        (10.3)           Form of  Restrictive  Covenants of Wolfgang M.  Kossner,  August A. de Roode
                         and Peter Schmid,  such covenants  executed on August 1, 1996,  incorporated
                         by  reference to the  Company's  Form 10-QSB for the three months ended June
                         30, 1996.

        (10.4)           Stock Option Agreement between the Company and Wolfgang
                         M. Kossner dated August 1, 1996, the form of such stock
                         option  agreement is  incorporated  by reference to the
                         Company's Form 8-K dated August 1, 1996.

        (10.5)           Stock Option  Agreement  between the Company and August
                         A. de Roode  dated  August  1,  1996,  the form of such
                         stock option  agreement is incorporated by reference to
                         the Company's Form 8-K dated August 1, 1996.


        (10.6)           Stock Option Agreement  between the Company and Peter Schmid dated August 1,
                         1996, the form of such stock option  agreement is  incorporated by reference
                         to the Company's Form 8-K dated August 1, 1996.

        (10.7)           Stock Option Agreement between the Company and Sumichrast  Enterprises dated
                         August 1, 1996, the form of such stock option  agreement is  incorporated by
                         reference from Form 8-K dated August 1, 1996.
</TABLE>



                                     - 51 -


<PAGE>

                          INDEX TO EXHIBITS (Continued)
<TABLE>
<CAPTION>


                                                                                                        Page

      Exhibit No.        Description
      -----------        -----------
         <S>             <C>                                                                            <C>


        (10.9)           Letter Agreement between the Company and Randall F. Greene, Director of the
                         Company, for advisory services dated July 26, 1996, incorporated by reference
                         to the Company's Form 10-QSB for the three months ended June 30, 1996.

        (10.10)          Stock  Sale/Purchase   Agreement  by  and  between  Y.S.E.  a.s.  and  Czech
                         Industries,  Inc., dated as of October 1, 1996, incorporated by reference to
                         the Company's  Report on Form 10-QSB for the nine months ended  December 31,
                         1996.

        (10.11)          The 1996 Stock Option Plan of the Company, incorporated
                         by reference to the Company's Report on Form 10-QSB for
                         the nine months ended December 31, 1996.

        (10.12)          Consulting  Agreement between the Company and Randall F. Greene  ("Greene"),
                         Director of the  Company,  dated March 27,  1997,  and Letter from Greene to
                         the Company amending the Agreement, dated April 29, 1997.                        52

        (10.13)          Stock  Purchase and Sale  Agreement  by and among the Company,  John Paul De
                         Vito, and Robert Sass, dated March 6, 1997                                       67

        (10.14)          Consulting Agreement between Michael Sumichrast, Ph.D. and the Company dated
                         April 1, 1997.                                                                   92

        (10.15)          Letter Agreement between the Company and August de Roode dated March 10, 1997.   95

        (21.1)           Subsidiaries of the Company.                                                     97

        (23.1)           Consent of Pannell Kerr Forster PC, dated June 27, 1997.                         98

        (24.1)           Powers of Attorney, granted by Peter Schmid, Chairman,  President and CEO of
                         the Company, on behalf of the Company, and by Peter Schmid, Michael Sumichrast
                         Ph.D. and Wolfgang Kossner, individually,  appointing Martin A. Sumichrast and
                         Kevin D. McNeil as attorneys-in-fact.                                            99

         (27)            Financial Data Schedule (Electronic Filing Only).



</TABLE>






                                     - 52 -

<PAGE>


EXHIBIT NO.  10.12

                     EASTBROKERS INTERNATIONAL INCORPORATED


                                 March 27, 1997


Mr. Randall F. Greene
P.O. Box 18938
Tampa, FL  33679

Dear Randy:

This  letter  will  confirm  the  agreement  between  Eastbrokers  International
Incorporated (the "Company") and you relating to the matters set forth herein:

1.   The effective date (the "Effective  Date") of this Agreement shall be March
     31, 1997.

2.   Upon the Effective Date, the Company will pay to you $13,750 and will issue
     to you as a restricted  stock award under the 1996 Stock Option Plan of the
     Company  12,500  shares of Common Stock (the  "Consulting  Shares") in full
     satisfaction of any amounts due you for consulting services rendered by you
     during the period  August 1, 1996  through  March 31, 1997.  The  foregoing
     shares  have not been  registered  under the  Securities  Act of 1933,  are
     "restricted  shares",  are not  freely  transferable  and  the  certificate
     evidencing  same will be legended to reflect the restricted  status of such
     shares.  You hereby  grant an option to Martin A.  Sumichrast  and/or Peter
     Schmid to  purchase  the  Consulting  Shares at $6.50 per share and Messrs.
     Sumichrast  and Schmid hereby grant to you the right to put the  Consulting
     Shares to them at a price of $6.50 per share.  The  foregoing  put and call
     options shall be  exercisable  on or about  September 30, 1997 by giving no
     less than ten days prior  written  notice of the exercise of such  options.
     The obligations of Messrs.  Sumichrast and Schmid  hereunder shall be joint
     and several.  If the closing of the sale of the Shares as  contemplated  by
     Paragraph 9 does not occur on or before April 30, 1997,  the put granted to
     you hereunder shall immediately accelerate and become exercisable on May 1,
     1997.

3.   Simultaneously  with the  execution  and  delivery  by the  parties of this
     agreement,  the  Company and you shall  enter into a  consulting  agreement
     substantially in the form of Exhibit A annexed hereto.

4.   You hereby  resign from the Board of Directors  effective as of the closing
     of the sale of the Shares as contemplated by Paragraph 9.

5.   The Company and you  mutually  agree to refrain from making any comments or
     statements  to  the  press,   employees  of  the  Company  or  any  of  its
     subsidiaries  or  affiliates  or any  individual  or  entity  with whom the
     Company or you has a business  relationship  or others  which are likely to
     adversely affect each other's reputation in the business community.

6.   You  agree  that you will not  disclose,  nor use for your  benefit  or the
     benefit of any other  person or entity any  information  received  from the
     Company or any of its affiliates  which is  confidential or proprietary and
     (i) which has not been disclosed publicly by the Company, (ii) which is not
     otherwise  a matter  of  public  knowledge,  or (iii)  which is a matter of
     public knowledge but you have reason to know that such information became a
     matter of public knowledge through an unauthorized source. For the purposes
     hereof, this agreement shall constitute confidential information.

7.   The Company  agrees to indemnify you to the maximum  extent  permissible by
     law in the event that you are or are  threatened  to be made a party to any
     action by reason of the fact that you were a director, officer, employee or
     agent of the  Company  or any of its  subsidiaries  or were  serving at the
     request of the Company as a director, officer, employee or agent of another
     entity against expenses (including attorneys' fees),  judgments,  fines and
     amounts paid in settlement actually and reasonably incurred by you.

                                     - 53 -

<PAGE>
Mr. Randall F. Greene                                             March 27, 1997

8.   In consideration of the covenants and agreements  contained  herein,  as of
     the Effective Date the Company and its subsidiaries  and affiliates  hereby
     release  and  forever  discharge  you and you hereby  release  and  forever
     discharge  the  Company and its  subsidiaries  and  affiliates  (including,
     without limitation, the shareholders, officers, directors and agents of the
     Company) from any and all claims,  causes of action and  liabilities of any
     kind, whether known or unknown, whether legal or equitable,  arising out of
     or in  connection  with your  dealings  with the Company  and/or any of its
     subsidiaries  or  affiliates  (including  without  limitation  any  and all
     claims,   causes  of  action  and  liabilities  of  any  kind  relating  to
     Eastbrokers  U.S.) and/or your service as a director of the Company  and/or
     any  of  its  subsidiaries  or  affiliates;  provided,  however,  that  the
     foregoing  release shall not release (a) either party from any  obligations
     under or  expressly  contemplated  by this  Agreement;  or (b) you from any
     liabilities  in connection  with the  foregoing  arising out of any conduct
     engaged by you involving (i) fraud;  (ii) the commission of a felony crime;
     or (iii) willful or grossly  negligent  conduct which is  demonstrably  and
     materially  injurious  to the  Company  and/or any of its  subsidiaries  or
     affiliates.  For the purposes hereof,  conduct which you reasonably believe
     to be in the best  interests of the Company shall not be deemed  "willful."
     In connection with the foregoing,  you  specifically  acknowledge  that you
     have no interest or right to acquire any interest in  Eastbrokers  U.S. The
     foregoing  release  shall not apply to the  obligations  of  certain of the
     parties under that certain  investment banking agreement dated December 17,
     1996, a copy of which is attached  hereto as Exhibit B; provided,  however,
     that the initial term of said  agreement  shall expire as of the  Effective
     Date and the sales fee payable under Section 2A of the agreement shall only
     be payable if a sale occurs  within the 12 month period  specified  and the
     transaction  is with a party  introduced by you and identified on Exhibit C
     attached hereto.

9.   You  hereby  represent  and  warrant  to the  Company  that  you  and  your
     affiliates  are the record and  beneficial  owner of  approximately  33,000
     shares (the "Shares") of the Company's  Common Stock. You hereby agree that
     the  Shares  may  not  be  sold,   assigned,   hypothecated   or  otherwise
     transferred, in whole or in part, prior to April 30, 1997 without the prior
     written consent of The J.B. Sutton Group, Inc. ("JBSG").  You also grant to
     JBSG or its  designee(s)  the  option to  purchase  the Shares on or before
     April 30, 1997 for a price of $6.50 per share.  If such  purchases have not
     been  consummated  by April 30,  1997,  you will be free to sell the Shares
     without restriction other than those imposed by applicable law. In order to
     facilitate the  foregoing,  within 15 days of the execution and delivery of
     this agreement, you agree to deposit the certificates evidencing the Shares
     and  executed  stock  powers in escrow  with Gould & Wilkie  under cover of
     instructions in the form of Exhibit D attached hereto.

10.  It is understood and agreed that this agreement  together with the exhibits
     hereto  constitute  the entire  understanding  between  you and the Company
     relating to the subject  matter  hereof and  supersede all prior written or
     verbal  understandings.  This agreement shall be binding upon your executor
     or other legal representative and upon your assigns.  This agreement is not
     assignable by any party in the absence of the written  consent of the other
     parties hereto.

11.  By  signing  this  agreement,   you  acknowledge  that  you  have  had  the
     opportunity  to consult with the counsel of your choice in connection  with
     the negotiation and execution of this agreement.

If the above  accurately  sets  forth the  agreement  by and among the  parties,
please sign and return the enclosed copy of this letter.  This  agreement may be
executed in  counterparts,  all of which taken together shall constitute one and
the same instrument.

As a final  note,  please  allow me to take  this  opportunity  on behalf of the
Company  and the  other  members  of the  Board  of  Directors  to  express  our
appreciation to you for your years of service to the Company.

                                           Very truly yours,


                                           EASTBROKERS INTERNATIONAL
                                                 INCORPORATED

                                           By /s/ MARTIN A. SUMICHRAST
                                           ---------------------------
                                                  Martin A. Sumichrast
                                                     Vice Chairman


                                     - 54 -
<PAGE>


Mr. Randall F. Greene                                             March 27, 1997

Accepted and Agreed to as of
the 31st day of March, 1997


/s/ RANDALL F. GREENE
---------------------
Randall F. Greene


/s/ PETER SCHMID
----------------
Peter Schmid


/s/ MARTIN A. SUMICHRAST
------------------------
Martin A. Sumichrast













                                     - 55 -

<PAGE>


                                    EXHIBIT A


                              CONSULTING AGREEMENT

     This Agreement is made and entered into as of the 31st day of March,  1997,
by and between Randall F. Greene ("Consultant"),  an individual residing at P.O.
Box 18938,  Tampa,  Florida  33679 and  Eastbrokers  International  Incorporated
("Company"), a Delaware corporation having offices at 15245 Shady Grove Road,
Suite 340, Rockville, Maryland 20850.

                                   WITNESSETH

     WHEREAS, the Company wishes to retain the Consultant to render business and
financial  advisory and consulting  services on the terms and conditions  herein
set forth; and

     WHEREAS,  Consultant  wishes  to  render  such  services  on the  terms and
conditions herein set forth.

     NOW,  THEREFORE,  in  consideration  of the  premises  and  of  the  mutual
covenants and agreements contained herein, the parties hereto agree as follows:

     1.  Retention.  The Company  hereby  retains the  Consultant,  for the term
hereof  (as set forth in  Section  2), to render  such  business  and  financial
advisory and  consulting  services as may be reasonably  requested  from time to
time by the Company.  The Consultant shall not be required to render services to
the Company hereunder on any day on which banks are not open for business in the
State of Florida or for any periods which exceed 20 hours per month.

     2. Term. The term of this Agreement shall commence as of April 1, 1997, and
shall  continue for a period of six (6) months,  terminating  on  September  30,
1997.

         3.       Compensation.

     3.1 The Company  shall pay the  Consultant  compensation  of $4,000.00  per
month,  payable  on the  first  business  day of each  month of the term of this
Agreement.

     3.2 As additional compensation to the Consultant for his services under the
Agreement,  the Company hereby grants to you options to purchase 7,750 shares of
the Company's  Common Stock at $6.50 per share.  These options are being granted
under the  Company's  1996 Stock Option Plan (the "Plan") and will be subject to
the terms  and  conditions  of the Plan and of a stock  option  agreement  to be
entered  into  substantially  in the form of  Exhibit I attached  hereto.  These
options  will vest and become  exercisable  on October 1, 1997 on the  condition
that  this  Agreement  has not been  terminated  by  either  party  prior to its
scheduled  termination.  The options shall remain exercisable  through the third
anniversary  of the date hereof.  The Company  agrees to use its best efforts to
cause the shares of Common Stock  issuable  upon exercise of these options to be
registered at the Company's expense on a Registration Statement on Form S-8.

     4.  Reimbursement for Expenses.  The Company shall reimburse the Consultant
for all reasonable  out-of-pocket expenses paid or incurred by him in the course
of  his  duties  hereunder  and  approved  in  writing  by  the  Company,   upon
presentation by the Consultant of valid receipts or invoices thereof,  utilizing
procedures  as  are  reasonably  established  by  the  Company  with  regard  to
reimbursement of employees and consultants for expenses.






                                     - 56 -

<PAGE>


     5. Termination of Services.

     5.1 Death or Disability.  This Agreement  shall terminate upon the death or
disability of the Consultant.  For purposes hereof,  the term "disability" shall
mean physical or mental  illness or injury which has  prevented  the  Consultant
from performing his customary duties for the Company for a period of ninety (90)
consecutive days. In the event of Consultant's  death or disability prior to the
scheduled termination of this Agreement,  the Company shall be obligated to make
any such remaining payments to the Consultant's  estate or legal  representative
and the  options  granted  pursuant to Section  3.2 shall  immediately  vest and
become exercisable.

     5.2 For "Cause". The Company shall have the right to terminate the services
of Consultant  hereunder "for cause",  as herein  defined.  The term "for cause"
shall mean:

     (i) the commission by Consultant of an act of theft, embezzlement, or fraud
which is materially injurious to the Company or any affiliate; or

     (ii) the  conviction of the Consultant in any  jurisdiction  for a criminal
offense constituting a felony.

     5.3 Without  Cause.  In the event of the  termination by the Company of the
Consultant's  services  under this Agreement  prior to the scheduled  expiration
date (as the same may be extended from time to time),  for any reason other than
"for cause"  pursuant to Section  5.2, the  Consultant  shall be entitled to the
remaining  monthly  payments  that  would  have  otherwise  been  payable to the
Consultant  under  the  terms  of this  Agreement  had  his  services  not  been
terminated  and the options  granted  pursuant to Section 3.2 shall  immediately
vest and become exercisable.

     6.  Indemnification.  The Company  shall  indemnify  and hold  harmless the
Consultant,  his heirs and legal  representatives  from and  against all claims,
damages, losses,  liabilities and expenses,  including reasonable legal fees and
expenses  (collectively  "Losses"),  arising out of or relating to his  services
under this Agreement;  provided,  however, that the foregoing shall not apply to
the extent of any Losses resulting from the willful  misconduct or negligence of
the  Consultant.  The Consultant  shall indemnify and hold harmless the Company,
its officers,  directors and agents,  from and against all Losses arising out of
any misrepresentation  made by the Consultant to any third party as to the scope
of his authority to act on behalf of or to bind the Company.

     7. Miscellaneous.

     7.1. Legal  Relationship of Parties.  The Consultant  shall render services
hereunder as an independent contractor and not as an employee and nothing herein
contained shall be deemed to constitute a partnership between or a joint venture
by the parties,  nor shall  anything  herein  contained be deemed to  constitute
either  the  Consultant  or the  Company  the  agent of the  other  except as is
expressly provided herein.

     7.2 Notices.  All notices and communications  hereunder shall be in writing
and delivered by hand or sent by registered or certified mail, postage and other
fees prepaid,  return receipt requested, or by a nationally recognized overnight
delivery service. Such notice shall be deemed given when hand delivered or three
(3)  business  days  after the date when  mailed or one (1)  business  day after
delivery to an overnight delivery service.

     7.3 Entire Agreement.  This Agreement contains the entire  understanding of
the parties  hereto  with  respect to the  retention  of the  Consultant  by the
Company during the term hereof,  and the  provisions  hereof may not be altered,
amended,  waived,  terminated  or  discharged  in any way  whatsoever  except by
subsequent  written  agreement  executed  by  the  party  sought  to be  charged
therewith.  This Agreement  supersedes all prior agreements,  understandings and
arrangements  between the Consultant  and the Company  pertaining to the subject
matter  hereof.  A  waiver  by  either  of the  parties  of any of the  terms or
conditions of this  Agreement,  or of any breach  hereof,  shall not be deemed a
waiver of such  terms or  conditions  for the  future  or of any  other  term or
condition hereof, or of any subsequent breach hereof.




                                     - 57 -

<PAGE>

     7.4  Severability.  The provisions of this Agreement are severable,  and if
any provision of this Agreement is invalid,  void, inoperative or unenforceable,
the balance of the  Agreement  shall remain in effect,  and if any  provision is
inapplicable to any circumstance, it shall nevertheless remain applicable to all
other circumstances.

     7.5 Survival.  The provisions of Section 6 shall survive any termination of
the Consultant's services under this Agreement.

     7.6 Miscellaneous. The Consultant shall be free to render services to other
persons or entities during the term of this Agreement so long as the same do not
unreasonably interfere with his services hereunder.

     7.7  Counterparts.  This agreement may be executed in counterparts,  all of
which taken together shall constitute one and the same instrument.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the day and year first above written.


                                     EASTBROKERS INTERNATIONAL
                                            INCORPORATED


                                     By:/s/ MARTIN A. SUMICHRAST
                                     ---------------------------
                                           Martin A. Sumichrast
                                               Vice Chairman



                                     CONSULTANT


                                     /s/ RANDALL F. GREENE
                                     ---------------------
                                        Randall F. Greene







                                     - 58 -

<PAGE>


                                    EXHIBIT I

                                                            NO. OF SHARES: 7,750


                     EASTBROKERS INTERNATIONAL INCORPORATED

                             STOCK OPTION AGREEMENT


     THIS   AGREEMENT,   made  as  of  March  31,  1997,   between   EASTBROKERS
INTERNATIONAL INCORPORATED, a Delaware corporation ("Company"),  with an address
of 15245 Shady Grove Road, Suite 340,  Rockville,  Maryland 20850 and RANDALL F.
GREENE ("Consultant"), as a consultant to the Company, with an address of P.O.
Box 18938, Tampa, Florida 33679.

1.   INCORPORATION BY REFERENCE OF PLAN

     The provisions of the Company's 1996 Stock Option Plan ("Plan"),  a copy of
     which is being furnished  herewith to the Consultant,  are  incorporated by
     reference herein and shall govern as to all matters not expressly  provided
     for in this Agreement. Terms not defined herein have the meanings set forth
     in the  Plan.  In the  event  of any  conflict  between  the  terms of this
     Agreement and the Plan, the terms of the Plan shall govern.

2.   GRANT OF OPTION

     The Company,  effective March 31, 1997 ("Date of Grant"),  hereby grants to
     the  Consultant  the Option to purchase  all or any part of an aggregate of
     7,750 shares of Common Stock on the terms and conditions herein set forth.
     The Option is a non-qualified stock option.

3.   PURCHASE PRICE

     The  purchase  price of the  shares of Common  Stock  subject to the Option
     shall be $6.50 per share subject to the adjustment as provided in Section 4
     of the Plan.

4.   TERMS OF OPTION

     A.   Exercise Dates.  Except as otherwise  expressly set forth herein, this
          Option  shall  not vest  and be  exercisable  until  October  1,  1997
          ("Vesting Date");  provided,  however, that the Options shall vest and
          become   immediately   exercisable   in  the  event  of   Consultant's
          disability, death or termination by the Company without cause prior to
          the Vesting Date.

     B.   Final  Termination.  Notwithstanding  anything herein to the contrary,
          the  Option  shall no longer be  exercisable  three (3) years from the
          date hereof  ("Expiration  Date") or such shorter  time as  prescribed
          below.

     C.   Restrictions.  This Option is subject to all the terms and  conditions
          set forth in the Plan including, but not limited to, the following:

          i.   This Option is not transferrable,  as provided in Section 8(e) of
               the Plan;

          ii.  This Option shall lapse in the event the Consulting  Agreement of
               even  date   pursuant  to  which  the  Option  is  being  granted
               ("Consulting Agreement") is terminated by the Company for cause.

          iii. This  Option  may  be   exercised  by  the   Consultant's   legal
               representative  until the  shorter  of the  period  ending on the
               Expiration Date or the period of one year and one day from


                                     - 59 -

<PAGE>

               the date of the termination of the Consulting Agreement by reason
               of Consultant's death, as provided in Section 8(f) of the Plan.

          iv.  This  Option may be  exercised  by the  Consultant,  or his legal
               representative,  until the  shorter of the  period  ending on the
               Expiration  Date or the  period  of one (1) year and one day from
               the date of the termination of the Consulting Agreement by reason
               of Disability, as provided in Section 8(g) of the Plan.

          v.   This  Option  may be  exercised  by the  Consultant  through  the
               Expiration  Date in the event that the  Consulting  Agreement  is
               terminated by the Company other than for cause.

          vi.  This Option is subject to adjustment  pursuant to the  provisions
               of  Section 4 of the Plan and is subject to the change in control
               provisions of Section 11 of the Plan.

     D.   Exercise.  This Option shall be exercised,  in whole, or, from time to
          time,  in  part,  by  written  notice  received  by the  Secretary  or
          Treasurer  of the  Company not later than 5:00 P.M.  prevailing  local
          time, on or prior to the day the Option is to expire,  specifying  the
          number of shares of Common Stock to be purchased,  and  accompanied by
          full payment by certified  or bank check or such other  instrument  as
          the  Company  may  accept,  as set forth in Section  8(d) of the Plan.
          Payment  in full or in part may also be made in the form of  shares of
          Common Stock owned by the Consultant, which shall be free and clear of
          all liens,  encumbrances  and  restrictions of any kind whatsoever and
          Consultant  may be requested  to represent  and warrant to such effect
          and to take such other  steps with  respect to this form of payment as
          the Committee  shall require.  Any such exercise shall also be subject
          to receipt by the Company of the  representation  and  undertaking set
          forth in Section 4F hereof.  Any such  exercise will be subject to the
          "cash out" provisions of Section 8(i) of the Plan.

     E.   Securities Law Restrictions.  The Company will use its best efforts to
          file a registration  statement on Form S-8 under the Securities Act of
          1933 ("Act") with respect to the shares of Common Stock subject to the
          Option.  Unless a registration  statement under the Act has been filed
          and remains  effective with respect to such shares,  the Company shall
          require  that the  offer and sale of such  shares  be exempt  from the
          registration  provisions of the Act. Under Rule 144, as amended, under
          the Act,  sales under such Rule could be made following the expiration
          of one year from the  exercise of the Option.  As a condition  of such
          exemption, the Company shall require a representation and undertaking,
          in form and substance  satisfactory  to counsel for the Company,  that
          the  Consultant  is  acquiring  the  shares for the  Consultant's  own
          account  for  investment  and not with a view to the  distribution  or
          resale thereof and shall otherwise  require such  representations  and
          impose  such   conditions   as  shall   establish  to  the   Company's
          satisfaction  that the offer and sale of such shares issuable upon the
          exercise of the Option will not  constitute  a violation of the Act or
          any similar state act affecting the offer and sale. If such shares are
          issued in an exempt transaction,  such shares shall bear the following
          restrictive legend:
               "The  shares  represented  by  this  certificate  have  not  been
               registered  under the Securities Act of 1933 and may not be sold,
               pledged, or otherwise transferred except pursuant to an effective
               registration  statement  under  said Act or an opinion of counsel
               acceptable to the Company that an exemption from  registration is
               available."

     If said shares were registered under the Act, to the extent that Consultant
     is an "affiliate"  of the Company,  any reoffers or resales of Common Stock
     acquired  pursuant  to the  Plan,  must be  held  indefinitely  unless  (i)
     distribution of said Stock has been made  registered  under the Act, (ii) a
     sale of said Stock is made in  conformity  with the  provisions of Rule 144
     issued by the Securities and Exchange Commission under the Act, or (iii) in
     the opinion of counsel  acceptable to the Company some other exemption from
     registration is available.



                                     - 60 -

<PAGE>


5.   ACCEPTANCE OF PROVISIONS

     The execution of this  Agreement by the  Consultant  shall  constitute  the
     Consultant's acceptance of and agreement to all of the terms and conditions
     of the Plan and this Agreement.

6.   NOTICES

     All notices and other  communications  required or permitted under the Plan
     and this  Agreement  shall be in writing  and shall be given  either by (i)
     personal  delivery  or regular  mail or,  (ii) first  class  registered  or
     certified mail, return receipt  requested.  Except as otherwise provided in
     paragraph 4D hereof on the  exercise,  in whole or in part,  of the Option,
     any such  communication  shall be deemed to have been  given on the date of
     receipt in the cases  referred to in clause (i) of the  preceding  sentence
     and on the second day after the date of mailing in the cases referred to in
     clause  (ii) of the  preceding  sentence.  All such  communications  to the
     Company  shall be  addressed to it, to the  attention  of its  Secretary or
     Treasurer,  at its the  principal  office  at the  address  first set forth
     above,  and to the Consultant at his last address  appearing on the records
     of the Company or, in each case,  to such other person or address as may be
     designated by like notice hereunder.

7.   MISCELLANEOUS

     This  Agreement  and the  Plan  contain  a  complete  statement  of all the
     arrangements  between the parties with respect to their subject matter, and
     this  Agreement  shall be governed by and construed in accordance  with the
     laws of the  State of  Delaware  applicable  to  agreements  made and to be
     performed  exclusively  in  Delaware.  The headings in this  Agreement  are
     solely for  convenience  of  reference  and shall not affect its meaning or
     interpretation.  This  agreement  may be executed in  counterparts,  all of
     which taken together shall constitute one and the same instrument.



CONSULTANT                               EASTBROKERS INTERNATIONAL
                                                INCORPORATED


/s/ RANDALL F. GREENE                    By: /s/ MARTIN A. SUMICHRAST
---------------------                    ----------------------------
Randall F. Greene                               Martin A. Sumichrast
                                                    Vice Chairman










                                     - 61 -


<PAGE>

                                                                       EXHIBIT B

December 17, 1996



Mr. August A. deRoode, Chief Executive Officer
Eastbrokers International, Inc.
15245 Shady Grove Road, Suite 340
Rockville, Maryland 20850

Dear Gus:

The  purpose of this letter is to confirm  the  engagement  of Randall F. Greene
("Greene") by  Eastbrokers  International,  Inc.  ("Eastbrokers")  and August A.
deRoode, Peter Schmid, and Martin A. Sumichrast ("Selling  Shareholders") as the
exclusive  financial advisor with respect to the sale of Eastbrokers  and/or any
of its  subsidiaries.  For  purposes of this  Agreement,  the term "Sale"  shall
include the sale of all or  substantially  all of the assets or capital stock of
Eastbrokers,  or a sale of the  majority  control of the capital  stock,  or any
other  form of  disposition  which  results  in the  effective  transfer  of the
principal business and operations of Eastbrokers by its present security holders
or a change in control of  Eastbrokers  or any  material  portion  thereof.  For
purposes of this Agreement,  "Sale" shall include a transaction  contemplated by
the preceding sentence,  even if buyers approach  Eastbrokers during the term of
this Agreement directly or through an intermediary other than Greene.

     1.   Services
          Greene shall  provide the  following  services  during the term of the
          Agreement:  oAnalyze  and  evaluate  the  operations  of  Eastbrokers;
          oPrepare  and  implement a  marketing  plan and  information  package;
          oScreen   and   contact    prospective    purchasers    under   strict
          confidentiality;   oAssist  prospective   purchasers  with  their  due
          diligence  investigation;  oAssist the Company in evaluating proposals
          which are received from potential  purchasers;  oAssist in structuring
          and negotiating the Sale.

     2.   Fees
          As   compensation   for  Greene's   services  as  financial   advisor,
          Eastbrokers  and its  Selling  Shareholders  will pay,  or cause to be
          paid, the following  non-refundable  fees (payable in U.S. dollars) to
          Greene;

          A.   Sales Fee: If a sale is  consummated  during the term of Greene's
               engagement  or  within 12 months  after the  termination  of such
               engagement, a fee will be payable and calculated as follows:

                           Consideration                         Percentage Fee
                           Up to $50.0 million                        8.00%
                           $50.0 to $60.0 million                     7.50%
                           Over $60.0 million                         7.00%

          B.   Expenses: Eastbrokers agrees to reimburse Greene for all expenses
               incurred in connection with this  transaction,  provided  however
               that all such  expenses  in excess of $1,000  shall be subject to
               prior approval by Eastbrokers.

          C.   Term:  The initial  term of this  Agreement  shall be for six (6)
               months,  but may be  terminated  by either  party with sixty (60)
               days  written  notice  thereof  to  the  other  party;  provided,
               however, that the provisions of paragraphs 2 and 3A shall survive
               such termination.

          D.   Governing  Law: This  Agreement  shall be governed by the laws of
               the State of Florida.

          E.   Information:  Eastbrokers  agrees  to  provide  Greene  with such
               information  as  may  reasonably  be  requested  to  perform  the
               engagement hereunder.

                                     - 62 -

<PAGE>

          F.   Miscellaneous:  This  Agreement  may be  executed  in two or more
               counterparts,  all of which together shall be considered a single
               instrument.  This  Agreement  constitutes  the  entire  agreement
               between the parties  hereto  with  respect to the subject  matter
               hereof.


          I am pleased to accept  this  engagement  and look  forward to working
          toward a successful  sale.  Please  confirm  that the  foregoing is in
          accordance  with your  understanding  by  signing  and  returning  one
          original of this Agreement.


                                                    Very truly yours,



                                                   /s/ RANDALL F. GREENE
                                                   ---------------------
                                                      Randall F. Greene


                                     - 63 -

<PAGE>


Agreed and Accepted:



/s/ AUGUST A. DEROODE
---------------------
August A. deRoode
Chief Executive Officer



/s/ PETER SCHMID
----------------
Peter Schmid
President & Chief Operating Officer



/s/ MARTIN A. SUMICHRAST
------------------------
Martin A. Sumichrast
Executive Vice President & Chief Financial Officer



/s/ AUGUST A. DEROODE
---------------------
August A. deRoode
Selling Shareholder



/s/ PETER SCHMID
----------------
Peter Schmid
Selling Shareholder



/s/ MARTIN A. SUMICHRAST
------------------------
Martin A. Sumichrast
Selling Shareholder





                                     - 64 -

<PAGE>

                                                                       EXHIBIT C


                  Raymond, James Financial

                  Merrill Lynch & Co., Inc.

                  Bear Stearns Companies, Inc.

                  Alex Brown

                  Bankers Trust

                  Charles Schwab

                  Lehman Bros.

                  The Advest Group, Inc.

                  Quick & Reilly Group, Inc.

                  Morgan Keegan

                  Legg Mason, Inc.




                                     - 65 -

<PAGE>


                                    EXHIBIT D
                                                                      ---------











                                    March __, 1997




Gould & Wilkie
One Chase Manhattan Plaza
58th Floor
New York, New York  10005

                   Re: Eastbrokers International Incorporated

Dear Sirs:

I am hereby depositing with you Certificate Nos. ____ representing  _____ shares
of Common Stock of the above issuer  together with duly  executed  stock powers.
This letter will also  constitute my irrevocable  instructions to you to release
such  shares  if  the  same  are  to be  sold  in a  transaction  or  series  of
transactions at a price not less than $6.50 per share.

The foregoing  instructions shall expire and be of no further force or effect if
my sale order has not been filled on or before April 30, 1997.

                                    Very truly yours,



                                    Randall F. Greene









                                     - 66 -


<PAGE>



                         PREMIER CHEMICAL PRODUCTS, INC.
                         1916 N. 14th Street, Suite 203
                              Tampa, Florida 33605






April 29, 1997



Mr. Martin A. Sumichrast
Eastbrokers International Incorporated
15245 Shady Grove Road, Suite 340
Rockville, Maryland  20850

Re:  Agreement Dated March 27, 1997

Dear Marty:

I understand from our  conversation  yesterday that the sale of my 10,000 shares
of  Eastbrokers  stock  will be  delayed  for up to 45 days due to  registration
requirements.  You've also  informed me that the sale of the other 23,547 shares
tendered by my group will close on or about April 30th, as scheduled.

I agree to extend the closing date and put option outlined in paragraph 2 of our
agreement,  until June 15th, in exchange for  prepayment of consulting  fees for
May through September in the amount of $20,000.00. I appreciate your offer to do
this very much.

Please confirm your agreement and forward a check.

Thank you.

Best regards,

PREMIER CHEMICAL PRODUCTS


Randall F. Greene
President

RFG:sg

cc:  Fred London












                                     - 67 -

<PAGE>



Exhibit No.  10.13















                        STOCK PURCHASE AND SALE AGREEMENT

                                  by and among

                     EASTBROKERS INTERNATIONAL INCORPORATED,

                                JOHN PAUL DEVITO

                                       and

                                   ROBERT SASS



                                   dated as of

                                  march 6, 1997





                                     - 68 -

<PAGE>


                                                  TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                                               Page
<S>                                                                                                             <C>

ARTICLE 1 - PURCHASE AND SALE OF STOCK; CLOSING.................................................................  1
                  1.1    Purchase and Sale of the Stock.........................................................  1
                  1.2    Payment in Shares......................................................................  1
                  1.3    Time of Closing........................................................................  2
                  1.4    Seller's Deliveries....................................................................  2
                  1.5    Buyers' Deliveries.....................................................................  3

ARTICLE 2 - REPRESENTATIONS AND WARRANTIES OF SELLER............................................................  3
                  2.1    Company Organization...................................................................  3
                  2.2    Seller's Authorization.................................................................  3
                  2.3    Subsidiaries...........................................................................  3
                  2.4    Organizational Instruments of Company..................................................  3
                  2.5    Capital Stock..........................................................................  4
                  2.6    No Breach..............................................................................  4
                  2.7    Financial Statements...................................................................  4
                  2.8    Tax Matters............................................................................  5
                  2.9    Real Property..........................................................................  5
                  2.10   Owned Personal Property................................................................  5
                  2.11   Title to Owned Properties..............................................................  6
                  2.12   Absence of Changes.....................................................................  6
                  2.13   Litigation.............................................................................  7
                  2.14   Intellectual Property..................................................................  7
                  2.15   Compliance with Laws; Licenses, Approvals and Other Authorizations.....................  8
                  2.16   Undisclosed Liabilities................................................................  8
                  2.17   Material Contracts and Other Data......................................................  8
                  2.18   Pension and Other Employee Plans; Employees............................................  9
                  2.19   Environmental Matters..................................................................  9
                  2.20   Insurance..............................................................................  9
                  2.21   Banks; Proxies......................................................................... 10
                  2.22   Customers and Suppliers................................................................ 10
                  2.23   Net Book Value......................................................................... 10
                  2.24   Labor Matters.......................................................................... 10
                  2.25   Full Disclosure........................................................................ 10
                  2.26   Restricted Securities.................................................................. 10
                  2.27   Investment Experience; Access to Information........................................... 11
                  2.28   Consents............................................................................... 11
                  2.29   SEC, NASD, Etc. Filings................................................................ 12
                  2.30   Securities and Exchange Commission Broker-Dealer Registration.......................... 12
                  2.31   NASD Matters........................................................................... 12
                  2.32   SIPC/CRD Registration.................................................................. 12
                  2.33   State Broker-Dealer Registrations...................................................... 12
                  2.34   Registered Principals and Representatives.............................................. 12
                  2.35   Brokers' Bond.......................................................................... 12

ARTICLE 3 - REPRESENTATIONS AND WARRANTIES OF BUYERS............................................................ 12
                  3.1    Eastbrokers Organization and Authorization............................................. 12
                  3.2    Executive Purchaser's Authorization.................................................... 13
                  3.3    No Breach.............................................................................. 13
                  3.4    Consents............................................................................... 13
                  3.5    Investment Intent and Acknowledgement.................................................. 13
                  3.6    EII Shares............................................................................. 13


                                     - 69 -

<PAGE>


ARTICLE 4 - PRE-CLOSING COVENANTS............................................................................... 14
                  4.1    Seller's Covenants..................................................................... 14
                  4.2    Buyers' Covenants...................................................................... 16
                  4.3    Authorization and Approvals............................................................ 16
                  4.4    Transactions in Eastbrokers' Common Stock.............................................. 16

ARTICLE 5 - CONDITIONS TO CLOSING............................................................................... 16
                  5.1    Conditions to Obligations of Buyers.................................................... 16
                  5.2    Conditions to Obligations of Seller.................................................... 17

ARTICLE 6 - POST-CLOSING COVENANTS.............................................................................. 18
                  6.1    Transactional Taxes and Costs.......................................................... 18
                  6.2    Further Assurances..................................................................... 18
                  6.3    Records Retained by Seller............................................................. 18
                  6.4    Access by Seller....................................................................... 19
                  6.5    Preservation of Records................................................................ 19
                  6.6    Standstill............................................................................. 19
                  6.7    Accounts Receivable and Liabilities.................................................... 19

ARTICLE 7 - SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION........................................................ 20
                  7.1    Survival of Representations of Seller.................................................. 20
                  7.2    Indemnification by Seller.............................................................. 20
                  7.3    Survival of Representations of Buyers.................................................. 21
                  7.4    Indemnification by Eastbrokers......................................................... 21
                  7.5    Indemnification Procedure.............................................................. 22
                  7.6    Subrogation............................................................................ 23

ARTICLE 8 - PUBLICITY; CONFIDENTIALITY.......................................................................... 23
                  8.1    Publicity.............................................................................. 23
                  8.2    Confidentiality........................................................................ 24
                  8.3    Survival............................................................................... 24

ARTICLE 9 - NOTICES............................................................................................. 24

ARTICLE 10 - BROKERAGE FEES; CERTAIN EXPENSES................................................................... 26
                  10.1   Brokerage Fees......................................................................... 26
                  10.2   Certain Expenses....................................................................... 26

ARTICLE 11 - MISCELLANEOUS...................................................................................... 26
                  11.1   Governing Law; Forum................................................................... 26
                  11.2   Binding Effect; Assignment; Third-Party Beneficiaries.................................. 27
                  11.3   Entire Agreement....................................................................... 27
                  11.4   Amendments............................................................................. 27
                  11.5   Waivers................................................................................ 27
                  11.6   Headings; Counterparts................................................................. 28
                  11.7   Severability........................................................................... 28
                  11.8   Certain References..................................................................... 28
                  11.9   Exclusive Remedy....................................................................... 28





</TABLE>
                                     - 70 -


<PAGE>


                                    SCHEDULES


                Schedule 2.7(a) --- Audited Financial Statements
               Schedule 2.7(b) --- Unaudited Financial Statements
                      Schedule 2.9 --- Leased Real Property
                     Schedule 2.14 --- Intellectual Property
               Schedule 2.15 --- Licenses and Other Authorizations
               Schedule 2.17 --- Material Contracts and Other Data
                           Schedule 2.20 --- Insurance
                        Schedule 2.21 --- Banks; Proxies
                           Schedule 2.28 --- Consents
           Schedule 2.34 --- Registered Principals and Representatives












                                     - 71 -


<PAGE>




                        STOCK PURCHASE AND SALE AGREEMENT


     This STOCK PURCHASE AND SALE AGREEMENT (this "Agreement") has been made and
entered  into  as of the  6th  day of  March,  1997  by  and  among  Eastbrokers
International Incorporated,  a Delaware corporation  ("Eastbrokers"),  John Paul
DeVito,  an individual  residing at 95 Peconic Hills Drive,  South Hampton,  New
York 11968 ("Executive Purchaser" and, together with Eastbrokers,  "Buyers" and,
sometimes  individually,  a "Buyer"), and Robert Sass, an individual residing at
42 Barneburg, Dove Cannon, California 92679 ("Seller").

                              W I T N E S S E T H:

     WHEREAS,  Financial  Planning  Services-International,   Inc.,  a  Delaware
corporation (the "Company"),  is engaged in the business of providing investment
and insurance  services to groups and individuals (such business as conducted by
the Company being hereinafter referred to as the "Business");

     WHEREAS,  Seller  owns all of the issued and  outstanding  shares of common
stock, no par value, of the Company (the "Common Stock"); and

     WHEREAS, Seller desires to sell all of the issued and outstanding shares of
Common Stock (the  "Stock"),  and Buyers  desire to purchase  the Stock,  on the
terms and conditions set forth herein;

     NOW,  THEREFORE,  in  consideration  of the premises,  representations  and
warranties  set forth herein and the mutual  covenants and  agreements set forth
herein,   Buyers  and  Seller   (collectively,   the  "Parties"  and,  sometimes
individually, a "Party") agree as follows:


                 ARTICLE 1 - PURCHASE AND SALE OF STOCK; CLOSING

     1.1 Purchase and Sale of the Stock.  Seller hereby  agrees,  subject to the
terms and conditions of this Agreement,  to sell,  assign and deliver to Buyers,
and Buyers hereby agree,  subject to the terms and conditions of this Agreement,
to purchase  and accept,  all right,  title and interest in and to 100 shares of
the  Stock,  representing  all of the issued  and  outstanding  shares of Common
Stock.  In  consideration  for such sale,  assignment and delivery,  Eastbrokers
shall pay to Seller $90,000 for 90 shares of the Stock, and Executive  Purchaser
shall  pay to  Seller  $10,000  for 10 shares  of the  Stock,  for an  aggregate
purchase price equal to $100,000, which shall be payable as set forth in Section
1.2 (the "Purchase Price").

     1.2  Payment in Shares.  Buyers  shall pay  Seller  the  Purchase  Price by
issuing and  delivering  to Seller at the  Closing (as defined in Section  1.3),
free and clear of all liens, charges,  pledges,  security interests,  claims and
encumbrances,  except as  provided  in  Sections  2.26 and 2.27,  that number of
shares  (the "EII  Shares")  of common  stock,  $.05 par  value  per  share,  of
Eastbrokers (NASDAQ symbol "EAST") ("Eastbrokers' Common Stock"),  determined by
dividing  $90,000  (in the  case of  Eastbrokers)  and  $10,000  (in the case of
Executive  Purchaser) by the Average Closing Price (as  hereinafter  defined) of
Eastbrokers' Common Stock immediately  preceding the Closing Date (as defined in
Section 1.3);  provided,  however,  if the Average Closing Price is less than $4
per share,  then the Average  Closing  Price shall be deemed to be $4 per share,
and, if the Average Closing Price is greater than $6 per share, then the Average
Closing  Price  shall be deemed to be $6 per share.  The shares of  Eastbrokers'
Common Stock to be transferred  to Seller  pursuant to this Section 1.2 shall be
registered  in the name of or endorsed to Robert Sass or  accompanied  by a duly
executed stock power assigning such shares to Robert Sass.

     As used herein,  the phrase "Average  Closing Price" shall mean the average
of the last reported sale price of Eastbrokers'  Common Stock for the 15 trading
days  immediately  preceding  such  date  as  specified  in this  Agreement,  as
officially reported by the Nasdaq SmallCap Market ("NASDAQ"),  or, if not quoted
on NASDAQ, by the principal  securities  exchange on which  Eastbrokers'  Common
Stock is listed or admitted to trading,  or, if Eastbrokers' Common Stock is not
listed or admitted to trading on any national  securities  exchange or quoted by
NASDAQ,  the average closing ask price as furnished by the National  Association
of  Securities  Dealers,  Inc.  ("NASD")  automated  quotation  system,  the OTC
Bulletin Board  Service,  the NQB Pink Sheets or any similar  organization  with
which Eastbrokers'  Common Stock is quoted, or, if Eastbrokers'  Common Stock is
not listed on an exchange or quoted by a service, as determined by an investment
banking firm selected by the Parties.

                                     - 72 -

<PAGE>


     1.3 Time of Closing.  The closing for the sale of the Stock  hereunder (the
"Closing") shall take place at the offices of Kelley Drye & Warren LLP, 101 Park
Avenue,  New York, New York, at 9:30 a.m., on March 6, 1997, unless a later date
is mutually  agreed upon by the Parties.  The date upon which the Closing  shall
occur is herein called the "Closing Date".

     1.4 Seller's Deliveries.  At the Closing,  Seller shall deliver or cause to
be delivered to Buyers:

     (a)  one  stock  certificate  in  the  name  of  Eastbrokers  International
Incorporated for 90 shares of the Common Stock, and one stock certificate in the
name of John Paul DeVito for 10 shares of the Common  Stock,  both  certificates
having been duly endorsed to Robert Sass;

     (b) all minutes and minute books of the Company;

     (c) all stock transfer books and stock ledgers of the Company;

     (d) all blank certificates for shares of the Common Stock;

     (e)  resignations  of all directors and officers of the Company  serving in
office immediately prior to the Closing Date;

     (f) all consents,  approvals and  notifications  required to be obtained by
Seller, as set forth on
Schedule 2.28; and

     (g) one copy of the  resolutions  adopted by the Board of  Directors of the
Company  authorizing the transactions  contemplated  hereby, and authorizing the
execution,  delivery and performance by Seller of this  Agreement,  certified by
the Secretary of the Company.

     1.5 Buyers' Deliveries. At the Closing, Buyers shall deliver or cause to be
delivered to Seller:

     (a) one  copy of the  resolutions  adopted  by the  Board of  Directors  of
Eastbrokers  authorizing the transactions  contemplated  hereby, and authorizing
the  execution,  delivery and  performance  by  Eastbrokers  of this  Agreement,
certified by the Secretary of Eastbrokers; and

     (b) the payment required pursuant to Section 1.1.


 ARTICLE 2 - REPRESENTATIONS AND WARRANTIES OF SELLERS AND WARRANTIES OF SELLER

     Seller hereby  represents  and warrants to Buyers as of the date hereof and
as of the Closing Date as follows:

     2.1 Company  Organization.  The Company is a  corporation  duly  organized,
validly  existing and in good standing  under the laws of the State of Delaware.
The Company has all corporate power and authority necessary to (i) own, lease or
use the properties owned, leased or used by it and (ii) engage in the conduct of
the  Business as  presently  conducted  by it. The  Company is duly  authorized,
qualified or licensed and in good standing as a foreign  corporation  authorized
to do  business  under  the  laws  of the  jurisdictions  in  which  a  license,
authorization  or  qualification  is required for the transaction of business by
it, except where the failure to be so licensed,  authorized  or qualified  would
not have a  material  adverse  effect  on the  business,  operations,  condition
(financial or otherwise) or results of operations (the "Business Conditions") of
the Company.

     2.2 Seller's Authorization. Seller has all power and authority necessary to
execute,  deliver  and  perform  his  obligations  under this  Agreement  and to
consummate  the  transactions  contemplated  hereby.  Assuming due execution and
delivery by the other Parties,  this Agreement shall constitute the legal, valid
and binding obligations of Seller, enforceable against Seller in accordance with
its terms,  except  insofar  as  enforceability  may be  limited by  bankruptcy,
insolvency,  moratorium  or other laws which may  affect  creditors'  rights and
remedies   generally  and  by  principles  of  equity   (regardless  of  whether
enforceability is considered in a proceeding at law or in equity).


                                     - 73 -

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     2.3 Subsidiaries.  The Company has no subsidiaries and the Company is not a
partner of any partnership or a member of any limited liability company or joint
venture.

     2.4  Organizational  Instruments  of Company.  The Company has delivered or
caused to be  delivered  to Buyers  true,  correct  and  complete  copies of the
Certificate  of  Incorporation   of  the  Company,   as  amended  to  date  (the
"Certificate of Incorporation"),  and By-Laws of the Company, as amended to date
(the  "By-Laws").  The  Company  is not in  violation  of any  provision  of the
Certificate  of  Incorporation  or  the  By-Laws.  There  are no  agreements  or
commitments  which  obligate  or  require  Seller  or the  Company  to  amend or
authorize an amendment of the Certificate of Incorporation or the By-Laws.

     2.5 Capital Stock

     (a) The authorized capital stock of the Company consists of 1,000 shares of
Common Stock, 100 of which have been duly issued and are fully paid, outstanding
and non-assessable.  There are no outstanding subscriptions,  options, warrants,
rights, convertible or exchangeable securities,  agreements or commitments which
obligate or require the Company to issue or sell any shares of the Common Stock.
The Common Stock is the only authorized class of capital stock of the Company.

     (b) The Stock is owned by  Seller  free and  clear of all  liens,  charges,
pledges, security interests,  claims and encumbrances.  Upon consummation of the
transactions  contemplated  hereby, all right, good and valid title and interest
in and to the Stock shall have been sold,  assigned and delivered to Buyers free
and  clear of all  liens,  charges,  pledges,  security  interests,  claims  and
encumbrances.

     2.6 No Breach. The execution and delivery by Seller of this Agreement,  the
performance by Seller of his obligations  hereunder and the  consummation of the
transactions  contemplated  hereby by Seller will not (i)  constitute  a default
under,  result in the cancellation or termination of, accelerate the performance
required under or result in the creation of any lien,  claim or encumbrance upon
any of the  properties  owned,  leased or used by the  Company  pursuant  to any
mortgage, indenture,  franchise, license, permit, deed of trust, guaranty, note,
agreement,  lease or other  instrument to which the Company or Seller is a party
or by which any of their respective  properties is bound or subject; (ii) result
in a violation of or conflict with any law, ordinance, rule or regulation or any
order,  writ,  judgment,  stipulation,  award,  edict or  decree of any court of
competent  jurisdiction or any governmental or  quasi-governmental or regulatory
agency,  authority or  instrumentality of competent  jurisdiction  applicable to
Seller,  the  Company  or any of their  respective  properties,  which  default,
breach,  cancellation,   termination,   acceleration,   creation,  violation  or
conflict,  singly or in the aggregate,  would have a material  adverse effect on
the ability of Seller to perform this Agreement or on the ability of the Company
to conduct  the  Business  as  presently  conducted  by it or on the  ownership,
leasing or use by the Company of such properties as presently  owned,  leased or
used by it; or (iii)  conflict  with,  result in a violation of or  constitute a
default under the Certificate of Incorporation or the By-Laws of the Company.

     2.7 Financial Statements.

     (a) Schedule 2.7(a) attached hereto sets forth a true, correct and complete
copy of the  audited  financial  statements  of the  Company for the fiscal year
ended June 30, 1996,  including  the report of Daily & Tagarsis,  the  Company's
certified public accountants,  thereon and the notes thereto (collectively,  the
"Audited  Financial  Statements").  The Audited Financial  Statements present in
conformity with generally accepted accounting  principles ("GAAP") the financial
position and shareholders' equity of the Company at such date and the results of
operations and cash flows of the Company.

     (b) Schedule 2.7(b) attached hereto sets forth a true, correct and complete
copy of the  unaudited  financial  statements  of the  Company  for  the  period
commencing  October  1, 1996 and ending on  December  31,  1996 (the  "Unaudited
Financial Statements"). The Unaudited Financial Statements present in conformity
with GAAP the financial position and shareholders' equity of the Company for the
period ending  December 31, 1996 (the  "Balance  Sheet Date") and the results of
operations of the Company for the period  commencing  October 1, 1996 and ending
on December 31, 1996, subject,  however, to year-end adjustments consistent with
past practices for preparation of the Company's interim financial statements.

     (c) All books and records of the Company are  accurate and  complete,  have
been  maintained  in the normal  course of business and  accurately  reflect the
business, transactions and operations of the Company.


                                     - 74 -

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     2.8 Tax Matters. All federal,  state, local and foreign income, sales, use,
property,  franchise,  privilege,  employment  (including,  without  limitation,
social  security)  and  other  taxes,  tax  returns,   reports,   estimates  and
information  statements required to be paid or filed by, or with respect to, the
Company  have been paid or timely filed for all years and periods for which such
payments,  returns,  reports,  estimates  and  information  statements  were due
(taking into account all filing date extensions),  all taxes shown thereon to be
payable  have been  paid,  there are no  outstanding  waivers or  extensions  of
statutes of limitation with respect to any taxes required to be shown on any tax
return and there are no material  misstatements  contained  in any such  return,
report,  estimate or  information  statement.  The Company has not  incurred any
liability with respect to any federal,  state,  local or foreign tax,  except in
the  ordinary  course  of the  Business.  There  are  no  presently  pending  or
threatened audits or assessments by any federal,  state, local or foreign taxing
authority involving issues which pertain to the Company or any of the properties
owned by the Company.

     2.9 Real Property. The Company does not own any real property. Schedule 2.9
attached hereto identifies all real property which is leased to the Company. The
Company has not granted any rights of  occupancy  or use to any third party with
respect to the real property leased by it.

     2.10 Owned Personal  Property.  All of the tangible  personal  property and
assets (including,  without  limitation,  leasehold  improvements,  furnishings,
furniture,  office  equipment,  vehicles,  inventories,   machinery,  equipment,
structures  and movable  fixtures) that are,  individually  or in the aggregate,
material to the conduct of the  Business as  presently  conducted by the Company
and which are owned by the  Company,  are  reflected  in the  Audited  Financial
Statements and Unaudited Financial Statements.  All of such personal property is
in good  condition  and is suitable for the  purposes for which it is used.  All
items of  inventory  are in  merchantable  condition,  of first  quality  and in
conformance to the specifications  for such products,  saleable or usable in the
ordinary  course of the Business for the  purposes for which  intended.  Without
limiting the foregoing, the inventories do not include any obsolete or defective
materials  or excess  stock items or any item that was at any prior time written
off or written down by the Company.  There are no assets or properties necessary
for or used in the conduct of the Business  which are not owned or leased by, or
licensed to, the Company.

     2.11 Title to Owned Properties. The Company is the sole and exclusive owner
of, and has good and marketable title to, all of the properties and assets owned
by it and used in the Business,  free and clear of all liens,  claims,  pledges,
charges, security interests and other encumbrances.

     2.12  Absence of Changes.  Since  January 1, 1996,  there has not been with
respect to the Company:

     (a) any change in the conduct of the  Business or any change in  practices,
operations or policies with respect to (i) the method of selling services,  (ii)
the standard  commissions,  mark-ups or terms and conditions of sale of services
(including  standard terms regarding  discounts and  commissions,  but excluding
price  changes),  (iii)  the  method  for  accounting  for sale of  services  or
commissions,  (iv) the  compensation  of  employees,  (v) the  policy  regarding
maintenance  of  inventory  levels or (vi) the  conduct of  accounts  receivable
collection and accounts payable payment activities of the Business;

     (b) any change which has affected, or may reasonably be expected to affect,
the Business  Conditions of the Company from that shown in the Audited Financial
Statements and Unaudited  Financial  Statements  (other than changes relating to
the economy in general or the Company's industry in general and not specifically
relating to the Company, as to which no representation is made herein);

     (c) other than in the ordinary course of business, any change in any of the
properties, assets, licenses, permits or franchises of the Company or any change
in the methods of accounting or accounting  practice or manner of conducting the
Business  which has, or may  reasonably be expected to have, a material  adverse
effect on the Business Conditions of the Company;

     (d) any damage,  destruction  or loss (whether or not covered by insurance)
with respect to the property
of the Company;

     (e)  other  than  in  the  ordinary  course  of  business,  any  amendment,
modification or termination of any existing, or adoption, approval, execution or
delivery of any new contract, agreement, plan, lease, license, permit or

                                     - 75 -

<PAGE>


franchise;

     (f) other than in the ordinary course of business (which includes  ordinary
investment  activities),  any  acquisition  or disposition by the Company of any
material asset or property;

     (g) any direct or indirect redemption, purchase or other acquisition of any
shares of any class of the  capital  stock of the  Company  or any  declaration,
setting  aside or  payment  of any  dividend  or other  distribution  on or with
respect to, or any split,  combination or similar change in, shares of any class
of the capital stock of the Company;

     (h)  any  incurrence,  assumption  or  guarantee  of  any  indebtedness  or
obligation relating to any lending or borrowing of money or any other liability,
except current  liabilities and  commitments  incurred in the ordinary course of
business;

     (i)  any  payment  of  any  obligation  or  liability  other  than  current
liabilities in the ordinary course of business;

     (j) any notification or indication to Seller or the Company that a material
customer of the Company intends to discontinue or reduce its  relationship  with
the Company;

     (k) any waiver or compromise of any right of material value;

     (l) any  receipt  of any notice of  termination  of any  contract,  policy,
lease, franchise,  permit,  governmental consent, regulatory approvals, grant or
authorization,  license or other agreement, or of any breach or event of default
with respect to any of the foregoing,  which,  individually or in the aggregate,
has had,  or may  reasonably  be  expected  to have,  an  adverse  effect on the
Business Condition of the Company; no such termination is or has been threatened
against the Company; or

     (m) any agreement to do any of the things described in this Section 2.12.

     2.13 Litigation.ation

     (a) Other  than  customer  claims  arising  in the  ordinary  course of the
Company's  business and claims which do not seek  monetary  damages in excess of
$5,000  individually or, if arising out of the same facts and circumstances,  in
the aggregate,  there are no claims,  lawsuits,  actions,  customer  complaints,
arbitrations  or  administrative  or regulatory or  governmental  proceedings or
regulatory or governmental  investigations pending or threatened or contemplated
either by or against the Company or against any officer,  director,  employee or
agent of the Company which purport to relate to activities of any such person as
an officer, director, employee or agent of the Company.

     (b) There are no judgments, orders, injunctions,  decrees,  stipulations or
awards  (whether  rendered  by  a  court,   commission,   securities   exchange,
self-regulatory  organization  or  administrative  agency,  or  by  arbitration)
outstanding against the Company or any of its properties or assets.

     2.14  Intellectual  Property.  Except as set forth in  Schedule  2.14,  the
Company does not own any copyright, trademark, patent or trade name, nor has any
license to use any copyright, trademark, patent or trade name been issued to it,
nor does the Company use any copyright,  trademark,  patent or trade name in its
operations or the Business.  Each of the  registered  trademarks and trade names
listed in Schedule 2.14 has been validly issued and is owned by the Company free
and  clear of all  liens,  claims  and  encumbrances,  and the  Company  has the
exclusive rights to use all such copyrights,  registered trademarks, patents and
trade  names in the  Business  and  operations.  Except as set forth in Schedule
2.14, the Company owns all copyrights,  trademarks, trade names, know-how, trade
secrets and other proprietary rights necessary to conduct its operations and the
Business and Seller does not know of any claim, or any basis of any claim,  that
the Company has infringed any copyright,  trademark, trade name, know-how, trade
secret  or other  proprietary  right of any  other  person.  Seller  knows of no
potential  claim  of  infringement  of any  copyright,  trademark,  trade  name,
know-how,  trade secret or other  proprietary right of any other person that has
not been asserted but that,  if asserted,  would  adversely  affect the Business
Conditions of the Company.

     2.15 Compliance with Laws;  Licenses,  Approvals and Other  Authorizations.
Schedule  2.15  lists  all  franchises,  permits,  licenses  and  other  similar
authority  necessary  or  appropriate  for the  conduct of the  Business  of the
Company.  The conduct of the  Business of the Company  complies in all  material
respects with all applicable laws,

                                     - 76 -

<PAGE>


ordinances,  governmental  licenses,  permits,  regulations,  orders  and  other
authorizations   (including,   without   limitation,   those   issued   by   any
self-regulatory  organization or administrative  agency),  with which failure to
comply would  adversely  affect the  Business  Conditions  of the  Company.  The
Company has filed all  reports  and  statements,  together  with any  amendments
required to be made with respect thereto,  that it was required to file with any
governmental or regulatory  authority,  securities  exchange or  self-regulatory
organization or any agency having jurisdiction over the Company, its business or
operations.  Each  license,  permit,  order  and  other  authorization  which is
material to the Business Conditions of the Company has been duly obtained and is
in full force and effect.

     2.16 Undisclosed Liabilities. The Company has no obligations or liabilities
of any nature, whether absolute, accrued, contingent or otherwise, except and to
the  extent  disclosed  in  Schedule  2.17  hereto.  Except  as set forth in any
Schedule  attached  hereto,  nothing has come to the  attention of Seller or the
Company  which would cause it to believe  that there  exists any  circumstances,
conditions,  events or  arrangements  which are likely to hereafter give rise to
any such obligations or liabilities.

     2.17  Material  Contracts  and Other Data.  Schedule  2.17 is a correct and
complete list setting forth:

     (a) all material  licenses,  including  software  licenses  (other than for
commercially  available software packages),  company owned proprietary  software
and leases of items of personal property with an individual fair market value in
excess of $2,000,  exclusive of  leasehold  improvements,  permits,  franchises,
concessions and the like to which the Company is a party;

     (b) all  existing  contracts  to which the  Company is a party,  except (i)
agreements  with respect to securities  transactions  in the ordinary  course of
Business,  (ii) other agreements entered into in the ordinary course of business
of the  Company  and  involving  the  payment by or to the  Company of less than
$2,000 with respect to any one contract and (iii) contracts which are terminable
by the Company upon not more than 90 days notice and with a termination penalty,
if any, not exceeding $2,000,  but in any event including all contracts to which
Seller or any of his affiliates (other than the Company) is also a party; and

     (c) all  outstanding  loans and debt  instruments  where the Company is the
debtor, a surety or a guarantor.

     2.18 Pension and Other Employee Plans; Employees.oyees

     (a) The Company  does not maintain  and has never  maintained  any employee
benefit  plans as defined  in Section  2(3) of the  Employee  Retirement  Income
Security Act of 1974, as amended ("ERISA").

     (b) There are no profit  sharing,  bonus,  stock  purchase,  stock  option,
severance  or  any  other  employee   benefit  plan   agreements,   programs  or
arrangements of the Company,  whether maintained for current  employees,  former
employees or retirees  (the  "Plans"),  except  individual  arrangements  by the
Company with employees relating to their employment.

     (c) There is no bonus, deferred compensation or commission arrangement,  or
any  employment  agreement,  with  any of the  Company's  employees.  All of the
Company's employees are employed at will.

     2.19  Environmental  Matters.  The  Company  has  complied  with  and is in
compliance  with  all  federal,   state,  local  and  foreign  statutes,   laws,
ordinances,   regulations,   rules,  permits,   judgments,  orders  and  decrees
applicable to it or any of its  properties,  assets,  operations or  businesses,
relating to environmental protection,  including, without limitation,  standards
relating  to air,  water,  land  and the  generation,  storage,  transportation,
treatment  or disposal of solid  wastes and  hazardous  wastes.  The Company has
obtained  and  adhered to all permits and other  approvals  necessary  to store,
dispose of and otherwise handle hazardous wastes and has reported, to the extent
required  by  federal,  state,  local and foreign  statutes,  laws,  ordinances,
regulations, rules, permits, judgments, orders and decrees, all past and present
sites owned or operated by the Company where hazardous wastes have been treated,
stored  or  disposed  of.  Seller  has made a  diligent  search  and knows of no
location on any of the property now or  previously  owned or used by the Company
where  hazardous  wastes or other  harmful  substances  may have  entered or are
likely to enter into the soil or groundwater.  Seller has made a diligent search
and  knows  of no  on-site  or  off-site  location  to  which  the  Company  has
transported  hazardous  wastes or arranged for the  transportation  of hazardous
wastes,  which  site is the  subject  of any  federal,  state,  local or foreign
enforcement  action or any other  investigation  which  could  lead to any claim
against the Company or Buyers for any clean-up cost,  remedial  work,  damage to
natural resources or personal injury, including,

                                     - 77 -

<PAGE>


     but not limited to, claims under the Comprehensive  Environmental Response,
Compensation and Liability Act of 1980, as amended.

     2.20  Insurance.  Schedule 2.20 hereto lists all of the insurance  policies
which cover employees,  properties,  products or operations (including,  without
limitation,   fire,  public  liability,   worker's  compensation  and  vehicular
insurance  policies)  and  which  are owned by the  Company  or under  which the
Company is an  insured  or  beneficiary  or loss  payee.  Except as set forth in
Schedule  2.20, (i) there are no disputes  with, or  reservations  of rights by,
insurers or  underwriters  under any such  policies  with respect to any pending
suit,  action or  proceeding  or  asserted  or  unasserted  claim to which  such
policies  relate;  (ii) all premiums due for such policies have been paid and no
such policy is subject to  retroactive  premium  adjustment;  (iii) there are no
defaults  by the  Company  or, to the  knowledge  of Seller,  by any  insurer or
underwriter under any such policy;  (iv) no  misrepresentation  has been made in
any  application  which would result in termination of any such policy or result
in a refusal to pay claims  thereunder;  and (v) no notice has been  received of
cancellation or non-renewal relating to such policies.

     2.21 Banks;  Proxies.  Schedule 2.21 hereto sets forth (i) the name of each
bank at which the Company  maintains an account,  safe deposit box,  lock box or
vault;  (ii) the name of each  individual  authorized  by the  Company to effect
transactions with respect to such account,  safe deposit box, lock box or vault;
and  (iii)  all  outstanding  proxies,  powers of  attorney  and  other  similar
instruments delivered to act on behalf of the Company other than proxies, powers
of attorney and other similar  instruments  delivered in the ordinary  course of
the Business.

     2.22  Customers  and  Suppliers.  There  has not been and  Seller  does not
recognize a basis on which one should  reasonably  anticipate,  by reason of the
transactions  contemplated by this Agreement or otherwise,  any material adverse
change in relations  between the Company and any of its present customers and/or
suppliers.

     2.23 Net Book Value.Value

     (a) Seller shall reduce the Company's Net Book Value to as close to zero as
possible  (but not below zero) prior to the Closing.  For purposes  hereof,  the
"Company's  Net Book Value" shall mean the amount  obtained by  subtracting  the
total liabilities of the Company (including  liabilities  subordinated to claims
of general  creditors) from the total assets of the Company determined as of the
Closing Date and determined in accordance with GAAP.

     (b) Buyers  acknowledge  that the Company intends to declare and pay one or
more dividends and/or make one or more payments in order to reduce the Company's
Net Book Value.

     2.24 Labor  Matters.  The Company is not a party to any  representation  or
collective bargaining agreement with any employees of the Company. Seller has no
reason to  believe  that  there are  pending or  threatened  any  representation
campaigns,  collective  bargaining  elections or other  organizing  efforts with
respect to any employees of the Company.

     2.25 Full Disclosure.  Neither this Agreement nor any agreement,  document,
instrument,  certificate or statement made or furnished to a Buyer in connection
with this Agreement and the transactions contemplated hereby contains any untrue
statement of a material  fact or omits the statement of a material fact required
to be stated in order to make the  statements  contained  herein and therein not
misleading.

     2.26 Restricted  Securities.  Seller  understands that the EII Shares to be
transferred   hereunder  are  unregistered  and  may  be  required  to  be  held
indefinitely  and may not be sold,  transferred or otherwise  disposed of except
pursuant to an effective  registration  statement  under the  Securities  Act of
1933, as amended (the "Securities Act"), and applicable state securities laws or
pursuant to an  exemption  therefrom.  In addition to any and all other  legends
which may be required by applicable law, each share certificate representing the
EII Shares shall have  endorsed,  to the extent  appropriate,  upon its face the
following words:

     THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
     THE SECURITIES ACT OF 1933, AS AMENDED,  AND MAY NOT BE SOLD,  TRANSFERRED,
     ASSIGNED  OR  HYPOTHECATED  UNLESS  THERE  IS  AN  EFFECTIVE   REGISTRATION
     STATEMENT  UNDER SUCH ACT  COVERING  SUCH  SECURITIES,  THE SALE IS MADE IN
     ACCORDANCE WITH RULE 144 UNDER SUCH ACT,

                                     - 78 -


<PAGE>
     OR THE  COMPANY  RECEIVES  AN OPINION  OF  COUNSEL  FOR THE HOLDER OF THESE
     SECURITIES REASONABLY SATISFACTORY TO THE COMPANY,  STATING THAT SUCH SALE,
     TRANSFER,  ASSIGNMENT OR  HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND
     PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.

     2.27  Investment  Experience;  Access  to  Information.  Seller  (i)  is an
"Accredited Investor" as defined in Rule 501(a) promulgated under the Securities
Act; (ii) is an investor  experienced in the evaluation of businesses similar to
the  business  of  Eastbrokers;  (iii)  is  able  to  fend  for  himself  in the
transactions  contemplated  by this  Agreement;  (iv)  has  such  knowledge  and
experience in  financial,  business and  investment  matters as to be capable of
evaluating the merits and risks of an investment in the EII Shares;  (v) has the
ability to bear the economic  risks of such  investment;  (vi) has had access to
such information regarding Eastbrokers as is specified in subparagraph (b)(2) of
Rule 502  promulgated  under the Securities Act; (vii) will hold such EII Shares
for his own  account  and not with a view  toward,  or for resale in  connection
with,  any  distribution  thereof;  and (viii) has been  afforded,  prior to the
Closing,  the  opportunity  to ask  questions  of, and to receive  answers from,
Eastbrokers and to obtain any additional information,  to the extent that Buyers
have such information or could have acquired it without  unreasonable  effort or
expense,  all as necessary  for Seller to make an informed  investment  decision
with respect to the receipt of the EII Shares as  consideration  for the sale of
the Stock.  Seller has  received,  prior to the date hereof,  Eastbrokers'  most
recent Form 10-K,  all Form 10-Q's for the fiscal year 1996,  all Form 8-K's for
the fiscal year 1996 and all 1996 and 1997 press releases of Eastbrokers.

     2.28 Consents. Except as set forth in Schedule 2.28, no consent,  approval,
exemption  or  authorization  is  required  to be  obtained  from,  no notice is
required  to be given to and no  filing  is  required  to be made with any third
party   (including,    without   limitation,    self-regulatory   organizations,
governmental and quasi-governmental agencies,  authorities and instrumentalities
of  competent  jurisdiction)  by  Seller  or the  Company  (i) in order for this
Agreement to constitute legal,  valid and binding  obligations of Seller and the
Company or to authorize or permit the  consummation by Seller and the Company of
the  transactions   contemplated  hereby  or  (ii)  under  or  pursuant  to  any
self-regulatory   organization,   governmental  or  quasi-governmental  permits,
licenses,  consents,  authorizations or approvals held by or issued to Seller or
the Company (including,  without limitation,  environmental,  health, safety and
operating  permits and licenses) by reason of this Agreement or the consummation
of the transactions contemplated hereby.

     2.29 SEC, NASD,  Etc.  Filings.  All reports  required to be filed with the
Securities  and  Exchange   Commission,   the  NASD  and  any  other  applicable
governmental,  quasi-governmental or self-regulatory organization,  and pursuant
to state and foreign  securities laws, have been duly and timely filed. All such
reports were true, complete and correct as filed, except where the failure to be
true,  complete  and  correct as filed  would not have an adverse  effect on the
Business of the Company.

     2.30 Securities and Exchange  Commission  Broker-Dealer  Registration.  The
Company is duly registered as a  broker-dealer  with the Securities and Exchange
Commission  pursuant to Section 15 of the  Securities  Exchange Act of 1934,  as
amended.  The Company has previously  delivered to Buyers a complete and correct
copy of the Company's current Form BD.

     2.31 NASD  Matters.  The Company is a member in good  standing of the NASD.
There are no  special  restrictions  or  limitations  imposed by the NASD on the
conduct by the Company of the Business.

     2.32  SIPC/CRD  Registration.  The  Company  is duly  registered  with  the
Security Investors Protection Corporation (the "SIPC"). The Company has paid all
SIPC fees due to date. The Company is registered  with the Central  Registration
Depository under CRD Number 10673.

     2.33 State  Broker-Dealer  Registrations.  The Company is  registered  as a
broker-dealer  and such  registrations  are  current  and the Company is in good
standing as a registered  broker-dealer  in each state or  jurisdiction in which
the Company is required to be registered.  No renewal or registration fee is due
or owing to any state. The Company's state  broker-dealer  registrations  are in
good standing.

     2.34 Registered Principals and Representatives. Attached hereto as Schedule
2.34  is a list  of  each  Person  registered  as a  registered  principal  or a
registered  representative  with the Company,  and each state or jurisdiction in
which such individual is registered.



                                     - 79 -

<PAGE>

     2.35  Brokers'  Bond.  The  Company  currently  has  in  effect  a  blanket
broker-dealer  fidelity bond, a copy of which has  previously  been delivered to
Buyers.


              ARTICLE 3 - REPRESENTATIONS AND WARRANTIES OF BUYERS

     Buyers hereby  represent and warrant to Seller as of the date hereof and as
of the Closing Date as follows:

     3.1  Eastbrokers   Organization   and   Authorization.   Eastbrokers  is  a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware.  Eastbrokers  has all  corporate  power and  authority
necessary to execute,  deliver and perform its obligations  under this Agreement
and each agreement,  instrument and other document  contemplated hereby to which
it will be a party and to consummate the  transactions  contemplated  hereby and
thereby.  The execution and delivery by  Eastbrokers  of this Agreement and each
agreement, instrument and other document contemplated hereby to which it will be
a party,  the  performance  by  Eastbrokers  of its  obligations  hereunder  and
thereunder and the  consummation  of the  transactions  contemplated  hereby and
thereby by  Eastbrokers  have been duly  authorized by all  necessary  corporate
actions on the part of  Eastbrokers.  Assuming due execution and delivery by the
other Parties,  this  Agreement  shall  constitute the legal,  valid and binding
obligations of Eastbrokers,  enforceable  against Eastbrokers in accordance with
its terms,  except  insofar  as  enforceability  may be  limited by  bankruptcy,
insolvency,  moratorium  or other laws which may  affect  creditors'  rights and
remedies   generally  and  by  principles  of  equity   (regardless  of  whether
enforceability is considered in a proceeding in equity or at law).

     3.2 Executive Purchaser's Authorization.  Executive Purchaser has all power
and authority  necessary to execute,  deliver and perform his obligations  under
this Agreement and to consummate the transactions  contemplated hereby. Assuming
due execution and delivery by the other Parties, this Agreement shall constitute
the legal,  valid and binding  obligations of Executive  Purchaser,  enforceable
against  Executive  Purchaser in accordance  with its terms,  except  insofar as
enforceability  may be limited by  bankruptcy,  insolvency,  moratorium or other
laws which may affect creditors' rights and remedies generally and by principles
of equity (regardless of whether enforceability is considered in a proceeding at
law or in equity).

     3.3 No Breach.  The execution and delivery by Buyers of this  Agreement and
of each agreement,  instrument and other document  contemplated  hereby to which
they will be a party, the performance by Buyers of their  obligations  hereunder
and thereunder and the consummation of the transactions  contemplated hereby and
thereby by Buyers will not (i)  conflict  with,  result in any  violation  of or
constitute a default under the  certificate of  incorporation  or the by-laws of
Eastbrokers;  (ii) constitute a default under,  result in a breach of, result in
the cancellation or termination of, accelerate the performance required under or
result  in the  creation  of any  lien,  claim  or  encumbrance  upon any of the
material properties of Buyers pursuant to any material mortgage, indenture, deed
of trust, guaranty,  note, agreement,  lease or other instrument to which Buyers
are a party or by which any of such  properties  is bound;  or (iii) result in a
violation of or conflict  with any law,  ordinance,  rule or  regulation  or any
order,  writ,  judgment,  stipulation,  award,  edict or  decree of any court of
competent  jurisdiction or any governmental or  quasi-governmental or regulatory
agency,  authority or  instrumentality of competent  jurisdiction  applicable to
Buyers or any of such properties.

     3.4  Consents.  No  consent,  approval or  authorization  is required to be
obtained from, no notice is required to be given to and no filing is required to
be made with any third party  (including,  without  limitation,  self-regulatory
organizations,  governmental  and  quasi-governmental  and regulatory  agencies,
authorities and instrumentalities of competent  jurisdiction) by either Buyer in
order for (i) this Agreement to constitute legal, valid and binding  obligations
of Buyers or (ii) to authorize or permit the  consummation  of the  transactions
contemplated hereby.

     3.5 Investment Intent and Acknowledgement.  Buyers are purchasing the Stock
for their own account and not with a view  toward,  or for resale in  connection
with, any distribution thereof.

     3.6 EII Shares. Upon consummation of the Closing, the EII Shares shall have
been duly  authorized and validly issued;  shall be outstanding,  fully paid and
non-assessable;  and title  thereto  shall pass to Seller  free and clear of all
liens, charges, pledges, security interests, claims and encumbrances,  except as
provided in Sections 2.26 and 2.27.


                                     - 80 -

<PAGE>


                        ARTICLE 4 - PRE-CLOSING COVENANTS

     4.1 Seller's Covenants.  Seller agrees that from the date of this Agreement
until the Closing Date, he shall or shall cause the Company:

     (a)  to  grant   Buyers   and   their   counsel,   accountants   and  other
representatives  reasonable  access  during  normal  business  hours  to (i) all
properties, books, accounts, records, tax returns, contracts and documents of or
relating to the Company and the business, finances, assets and properties of the
Company and (ii) all employees, agents, consultants,  representatives and others
with whom the Company has business or other dealings; and to furnish or cause to
be  furnished  to  Buyers  or their  representatives  all  data and  information
concerning the business,  assets,  finances and properties of the Company as may
be reasonably requested;

     (b) to carry on the Business diligently,  in the ordinary course consistent
with past practices,  and in substantially  the same manner as it previously had
been carried out, and not to make or institute  any unusual or novel  methods of
purchase, sale, lease, management,  accounting or operation that vary materially
from those methods used by the Company as of the date of this Agreement;

     (c) to use its best  efforts  (i) to  preserve  its  business  organization
intact and (ii) to preserve its present relationships with suppliers,  customers
and others having business relationships with the Company;

     (d) not to amend its  Certificate of  Incorporation  or By-laws;  issue any
shares  of its  capital  stock;  issue  or  create  any  warrants,  obligations,
subscriptions,  options, convertible securities or other commitments under which
any  additional  shares of its  capital  stock of any class might be directly or
indirectly  authorized,  issued or transferred from treasury; or agree to do any
of the foregoing acts;

     (e) to use its best efforts to continue to carry its existing or comparable
insurance;

     (f) except in the  ordinary  course of business  and  consistent  with past
practice,  not to or agree to grant any  increase  in  salaries,  bonus or other
compensation  payable or to become  payable by it to any  officer,  employee  or
representative;  increase or create benefits payable to any officer, employee or
representative  under any bonus or pension plan,  employee benefit plan or other
contract or commitment;  or modify any collective  bargaining agreement to which
it is a party or by which it is bound;

     (g) not to do or agree to do any of the following  acts,  other than in the
ordinary course of business  consistent with past practice,  without the consent
of Buyers, which consent shall not be unreasonably withheld:

               (i)  enter into any contract, commitment or transaction;

               (ii) make  any   capital   expenditures   in   excess  of  $5,000
                    individually or $10,000 in the aggregate,  or enter into any
                    lease of  capital  equipment  or  property  under  which the
                    annual lease charge is in excess of $5,000;

               (iii)sell, transfer,  encumber, retire, abandon or dispose of any
                    property of the Company;

               (iv) pay any obligation or liability, fixed or contingent,  other
                    than current  liabilities and obligations  disclosed in this
                    Agreement or the Schedules hereto;

               (v)  waive or compromise any right or claim;

               (vi) cancel,  without  full  payment,  any  note,  loan or  other
                    obligation owed to the Company;

               (vii)discharge  or  satisfy  any  security   interest,   lien  or
                    encumbrance;

               (viii)mortgage,  pledge or subject to lien, charge or encumbrance
                    any of the Company's assets;

               (ix) make any loans to any person or entity;


                                     - 81 -

<PAGE>

               (x)  incur any  indebtedness  for borrowed money to any person or
                    entity  except for trade  payables  incurred in the ordinary
                    course of business;

               (xi) settle  or   compromise   any  of  the  actions,   suits  or
                    proceedings described in response to Section 2.13;

               (xii)take any action or omit to take any action which could cause
                    a material  breach or violation  of (in and of itself,  with
                    the giving of notice, passage of time or both) any contract,
                    agreement,  commitment or obligation or any federal,  state,
                    foreign,  territorial or possessions law, rule,  regulation,
                    order or notice; or

               (xiii)fail to pay its payables in the ordinary course of business
                    consistent with past practice;

     (h) not to declare,  set aside or pay any dividend or make any distribution
with respect to its capital stock,  directly or indirectly  purchase,  redeem or
otherwise  acquire any shares of its  capital  stock,  enter into any  agreement
obligating it to do any of the foregoing acts or cause the Company to borrow any
funds;

     (i) not to modify, amend, cancel or terminate any of its existing contracts
or agreements,  or agree to do any of the foregoing acts, except in the ordinary
course of business;

     (j) to refrain from  entering  into any  agreement,  committing to take any
action or taking any action which would, if taken on or before the Closing Date,
make any of the  representations  or  warranties  of  Seller  contained  in this
Agreement  untrue or  incorrect  as of the Closing  Date or prevent  Seller from
performing or cause Seller not to perform his covenants hereunder;

     (k) not to apply to transfer or otherwise  attempt to  transfer,  assign or
otherwise  dispose of, or take any action which might  reasonably be expected to
jeopardize  its rights to possess or enjoy,  any license or other rights granted
to  the  Company  by  any  self-regulatory   organization  or  any  governmental
authorities; or

     (l) to continue to file all  regulatory  reports,  notifications  and other
documents required by applicable laws, rules,  regulations,  orders and notices;
to continue in full force and effect all licenses,  leases, policies, rights and
other  agreements  and  authorizations  necessary or  appropriate to operate the
Company;  and to comply with all laws,  rules,  regulations,  orders and notices
applicable to the Company or the Business.

     4.2 Buyers' Covenants. From the date hereof until the Closing, Buyers shall
refrain  from  entering  into any  agreement,  committing  to take any action or
taking any action which would,  if taken on or before the Closing Date, make any
of the  representations  or  warranties  of Buyers  contained in this  Agreement
untrue or incorrect as of the Closing Date or prevent Buyers from  performing or
cause Buyers not to perform their covenants hereunder.

     4.3  Authorization  and  Approvals.  As soon as  practicable  following the
execution of this Agreement,  Seller shall  diligently and in good faith prepare
and prosecute all  applications  and filings  required for the reissuance of any
and all licenses of the Company.

     4.4 Transactions in Eastbrokers' Common Stock. Pending the Closing,  Seller
and the Company  shall not,  directly or  indirectly,  effectuate or cause to be
effectuated, purchases or sales of Eastbrokers' Common Stock.


                        ARTICLE 5 - CONDITIONS TO CLOSING

     5.1  Conditions to  Obligations  of Buyers.  The  obligations  of Buyers to
purchase the Stock under this Agreement is subject to the  satisfaction  (unless
waived by Buyers in writing),  at or before the Closing  Date,  of the following
conditions:

     (a) All  representations  and  warranties  by Seller as  contained  in this
Agreement or in any written  statement  delivered by Seller under this Agreement
shall  be true on and as of the  Closing  Date  as if such  representations  and
warranties were made on and as of that date;

                                     - 82 -


<PAGE>

     (b)  Seller  shall have  performed  and  complied  with all  covenants  and
agreements, and satisfied all conditions,  that he is required by this Agreement
to perform, comply with or satisfy, before or at the Closing;

     (c) All final  consents,  approvals,  authorizations  of or  notices  to or
filings with applicable self-regulatory organizations,  governmental authorities
and other third parties  necessary or appropriate for the change of ownership of
the  Company  or the  consummation  of the  transactions  contemplated  by  this
Agreement (including those contemplated by Section 4.3) shall have been obtained
without  conditions  that would impose an  unreasonable  burden on Buyers or the
Company;

     (d) During the period from the date of this  Agreement to the Closing Date,
there shall not have occurred (i) any material  adverse  change in the Business,
properties, assets results of operation or financial condition of the Company or
(ii) any  material  adverse  change in the laws,  rules,  regulations  or orders
applicable to the Company or to the Buyers' purchase of the Stock; and

     (e) No  action,  complaint,  notification  or  proceeding  shall  have been
received,  instituted or threatened in writing  challenging or seeking to enjoin
or restrict the execution or delivery of this Agreement or the  consummation  of
the  transactions   contemplated  hereby,  or  challenging  or  questioning  the
compliance of the Company with any law, rule, regulation or notice.

     5.2 Conditions to  Obligations of Seller.  The obligation of Seller to sell
the Stock under this Agreement is subject to the satisfaction  (unless waived by
Seller in writing), at or before the Closing Date, of the following conditions:

     (a) All  representations  and  warranties  by Buyers as  contained  in this
Agreement or in any written  statement  delivered by Buyers under this Agreement
shall  be true on and as of the  Closing  Date  as if such  representations  and
warranties were made on and as of that date;

     (b)  Buyers  shall have  performed  and  complied  with all  covenants  and
agreements,  and  satisfied  all  conditions,  that  they are  required  by this
Agreement to perform, comply with or satisfy, before or at the Closing;

     (c) All final  consents,  approvals,  authorizations  of or  notices  to or
filings with applicable self-regulatory organizations,  governmental authorities
and other third parties  necessary or appropriate for the change of ownership of
the  Company  or the  consummation  of the  transactions  contemplated  by  this
Agreement  shall have been  obtained  without  conditions  that would  impose an
unreasonable burden on Seller;

     (d) During the period from the date of this  Agreement to the Closing Date,
there shall not have occurred (i) any material  adverse  change in the business,
properties, assets results of operation or financial condition of Eastbrokers or
(ii) any material change in the laws, rules, regulations or orders applicable to
Eastbrokers or to Seller's sale of the Stock; and

     (e) No  action,  complaint,  notification  or  proceeding  shall  have been
received,  instituted or threatened in writing  challenging or seeking to enjoin
or restrict the execution or delivery of this Agreement or the  consummation  of
the transactions contemplated hereby.

                                     - 83 -

<PAGE>


                       ARTICLE 6 - POST-CLOSING COVENANTS

     6.1 Transactional Taxes and Costs.Costs

     (a) Seller  shall be  responsible  for all  transfer,  conveyance,  excise,
stamp,  documentary or other similar taxes and other governmental taxes, duties,
charges, fees, imposts and assessments,  and all interest and penalties thereon,
imposed at any time by any taxing authority with respect to this Agreement,  the
transfer, assignment, conveyance or delivery of the Stock or the consummation of
the transactions  contemplated  hereby (the  "Transactional  Taxes").  If either
Buyer shall be  required to pay any of the  Transactional  Taxes,  Seller  shall
promptly  reimburse such Buyer therefor.  Seller shall indemnify Buyers for, and
shall hold them harmless from, any and all damages, claims, losses,  liabilities
and expenses (including,  without limitation,  reasonable legal fees, accounting
and other expenses) asserted against or incurred or sustained by Buyers relating
to the  Transactional  Taxes  pursuant to the procedure set forth in Section 7.5
hereof.

     (b) Eastbrokers shall be responsible for all filing fees, notarial fees and
other  similar  fees and costs  arising  out of this  Agreement,  the  transfer,
assignment,  conveyance  or  delivery  of the Stock or the  consummation  of the
transactions contemplated hereby (the "Transactional Costs").  Eastbrokers shall
promptly pay and discharge all of the  Transactional  Costs.  If Seller shall be
required  to pay any of the  Transactional  Costs,  Eastbrokers  shall  promptly
reimburse  Seller  therefor.  Eastbrokers  shall indemnify Seller for, and shall
hold him harmless from, any and all damages,  claims,  losses,  liabilities  and
expenses (including,  without limitation,  reasonable legal fees, accounting and
other expenses)  asserted against or incurred or sustained by Seller relating to
the  Transactional  Costs  pursuant  to the  procedure  set forth in Section 7.5
hereof.

     6.2 Further Assurances. At any time and from time to time after the Closing
Date, the Parties shall execute,  deliver and  acknowledge  such other documents
and  instruments of transfer,  assignment or conveyance and do such further acts
and things as may be reasonably required in order to consummate the transactions
contemplated hereby.

     6.3 Records Retained by Seller

     (a) Except as otherwise provided in Section 6.3(b), Seller shall deliver or
cause to be  delivered  to  Buyers or the  Company,  within  ten days  after the
Closing Date, all books,  records and files which pertain to the Business or the
Company or any of the properties or assets owned,  leased or used by the Company
and which are possessed by Seller or any of his respective partners,  employees,
agents or representatives (the "Business Records").

     (b) Except as otherwise  provided in Section 6.2 hereof,  or as required by
law, rule or  regulation,  nothing  contained  herein shall  obligate or require
Seller to deliver to Buyers any Business Records which pertain to the evaluation
or negotiation of the transactions contemplated hereby.

     6.4 Access by Seller

     (a) At any time and from time to time after the  Closing  Date,  and,  upon
reasonable  request by Seller,  Buyers shall provide and shall cause the Company
to  provide  full  access  to  Seller  and the  partners,  employees  and  other
representatives of Seller, at no charge and during normal business hours, to the
facilities and the books, records,  files, papers, data and information relating
to the Business, the Company or any of the properties or assets owned, leased or
used by the Company, with respect to the operations of the Business prior to the
Closing Date.

     (b) At any time and from time to time after the  Closing  Date,  and,  upon
reasonable  request  by  Seller,  Buyers  shall  cause the  Company  to make its
employees  available  to Seller and  counsel for Seller in  connection  with the
prosecution or defense of any claim, suit, action,  proceeding or investigation,
at no charge;  provided,  however,  that Seller shall  reimburse the Company for
travel,  lodging,  meals and other expenses directly and reasonably  incurred by
such employees in connection with such request.

     (c) At any time and from time to time after the  Closing  Date,  and,  upon
reasonable  request  by  either  Buyer,  Seller  and  his  respective  partners,
employees,  agents or representatives  shall be available to such Buyer and such
counsel for Buyer in connection  with the  prosecution  or defense of any claim,
suit, action, proceeding or investigation, at no charge; provided, however, that
such Buyer shall reimburse Seller for travel,  lodging, meals and other expenses
directly and reasonably  incurred by such  individuals  in connection  with such
request.

                                     - 84 -

<PAGE>


     6.5  Preservation  of Records.  After the Closing Date,  Buyers shall,  and
shall cause the Company to, preserve all books, records, files, papers, data and
information  relating to the  Business,  the Company and the  properties  owned,
leased or used by the  Company  for such  period as may be  required by any law,
ordinance,  rule, regulation or any order, writ, judgment,  stipulation,  edict,
award or decree or in  connection  with any pending or threatened  claim,  suit,
action,  proceeding  or  investigation  (including,   without  limitation,   tax
examinations and audits).

     6.6  Standstill.  Until  the  earlier  of (i)  March  31,  1997 or (ii) the
termination of this Agreement, neither Seller nor any of his affiliates, nor any
of the shareholders, officers, directors, employees, representative,  agents of,
or professional advisers to (collectively,  the "Representatives") Seller or any
of  his  affiliates,  shall,  directly  or  indirectly,   solicit,  initiate  or
participate  in  discussions  with, or provide any  information or assistance to
(including,  but not limited to,  affording  access to the  properties,  assets,
books and records of the  Company) or enter into any  agreement  with any person
concerning any  transaction  that would result,  directly or indirectly,  in the
transfer,  to any such  person,  of  control  of the  Company or any part of the
Business or assets of the Company.

     6.7 Accounts Receivable and Liabilities.ities

     (a) Buyers and the Company shall cause all payments on accounts  receivable
and other  rights to payment  relating to the Business  ("Accounts  Receivable")
which were  payable to the Company  prior to the Closing  Date and  delivered to
Buyers or the Company  after the Closing  Date to be endorsed  and  forwarded to
Seller as soon as practicable after receipt.

     (b) Seller  shall pay all claims,  liabilities,  losses,  expenses,  fines,
penalties  and damages of any kind or nature  whatsoever  ("Liabilities")  which
were  incurred by the Company prior to the Closing Date and presented to Buyers,
Seller or the Company for payment before or after the date hereof.  If Buyers or
the Company  shall be required to pay any  Liabilities,  Seller  shall  promptly
reimburse such party  therefor.  Seller shall  indemnify  Buyers and the Company
for,  and shall hold them  harmless  from any and all damages,  claims,  losses,
liabilities and expenses (including, without limitation,  reasonable legal fees,
accounting  and other  expenses)  asserted  against or incurred or  sustained by
Buyers or the Company  relating to  Liabilities  pursuant to the  procedure  set
forth in Section 7.5 hereof.


            ARTICLE 7 - SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION

     7.1  Survival  of  Representations  of  Seller.  The   representations  and
warranties  set forth in Article 2 shall  survive the  execution,  delivery  and
performance  of  this  Agreement  and  the   consummation  of  the  transactions
contemplated  hereby for a period of three years from the date hereof.  No suit,
action or  proceeding  may be  commenced  by a Buyer  with  respect to any claim
arising out of or  relating to such  representations  and  warranties  more than
three years following from the date hereof; provided,  however, that, subject to
Section 7.6 hereof,  a Buyer shall have the right to commence a suit,  action or
proceeding  more than three years  following  the date  hereof  with  respect to
claims arising out of or relating to such  representations  or warranties  which
shall have been  asserted  by such Buyer under  Section  7.5 within  three years
following the date hereof.

     7.2 Indemnification by Seller

     (a) Subject to Sections 7.1 and 7.2(b),  Seller shall indemnify Buyers, the
Company   and   each  of   their   officers,   directors,   employees,   agents,
representatives,  consultants,  attorneys,  successors,  transferors and assigns
(collectively,  the  "Buyers'  Group")  for,  and shall hold the  Buyers'  Group
harmless  from,  any  and  all  damages,  claims,  losses,  liabilities,  fines,
penalties and expenses  (including,  without limitation,  reasonable legal fees,
accounting  and other  expenses to  investigate,  defend or mitigate  any of the
foregoing)  asserted  against  or  incurred  or  sustained  by any or all of the
Buyers'  Group  arising  out of: (i) any  breach of any  covenant  or  agreement
contained in this Agreement by Seller;  (ii) any breach of any of the warranties
or  representations  set forth in Article 2 hereof;  (iii) the operations of the
Company on or before the Closing Date, to the extent such operations  involve or
result in  violations  of or  noncompliance  with any  Environmental  Laws,  any
self-regulatory  organization's  rules and regulations or any foreign,  federal,
state or local law, ordinance, regulation or rule relating to the conduct of the
Business;  the term "Environmental Laws" shall mean any foreign,  federal, state
or local law, ordinance, regulation or rule, whether now existing or hereinafter
enacted or adopted,  relating to the pollution or protection of the  environment
or any  permit,  license  or  registration  issued  thereunder;  (iv) all  taxes
(including, without limitation, income, payroll, ad valorem real and

                                     - 85 -


<PAGE>

personal  property,  gross  receipts,  sales,  use,  franchise  and stamp taxes)
imposed by any federal,  state or local  government or other taxing authority in
the United States or any foreign  government or subdivision or taxing  authority
thereof,  together with any interest or penalties  thereon,  which arise from or
relate  to  the  operations  of  the  Company  on or  before  the  Closing  Date
(collectively,  "Taxes");  (v) the  termination  by the Company,  Eastbrokers or
Executive  Purchaser,  before or after the date hereof,  of any of the Company's
employees;  and (vi) all other  liabilities  or obligations of the Company other
than liabilities or obligations incurred in connection with the operation of the
Business  after the Closing  Date.  Notwithstanding  the  immediately  preceding
sentence, in no event shall Seller have any indemnification  liability in excess
of $100,000.

     (b) If any event  shall  occur or  circumstance  shall  exist  which  would
otherwise  entitle  the Buyers'  Group to  indemnification  hereunder,  no loss,
damage,  claim,  liability  or  expense  shall be deemed  to have been  asserted
against or  incurred  or  sustained  by any or all of the members of the Buyers'
Group to the extent of any proceeds  (other than proceeds  from  self-insurance)
recovered or  recoverable  by the Buyers' Group from any third party  (excluding
any insurance company) or from any insurance company under policies, under which
the  Company is insured,  existing  on or before the Closing  Date and for which
premiums have been fully paid before the Closing Date.  Buyers agree,  and shall
cause the Company,  (i) in good faith, to diligently  seek recovery,  at its own
expense  from  all  third  parties  (including,  without  limitation,  all  such
insurance companies) with respect to all losses,  claims,  damages,  liabilities
and expenses  with respect to which  Buyers' Group makes or may make a claim for
indemnification hereunder and (ii) to keep Seller fully and promptly informed of
all material matters related thereto.

     7.3  Survival  of  Representations  of  Buyers.  The   representations  and
warranties  set forth in Article 3 shall  survive the  execution,  delivery  and
performance  of  this  Agreement  and  the   consummation  of  the  transactions
contemplated  hereby for a period of three years  following the date hereof.  No
suit,  action or proceeding may be commenced by Seller with respect to any claim
arising out of or  relating to such  representations  and  warranties  more than
three years  following  the date hereof;  provided,  however,  that,  subject to
Section 7.6 hereof,  Seller  shall have the right to commence a suit,  action or
proceeding  more than three years  following  the date  hereof  with  respect to
claims arising out of or relating to such  representations  or warranties  which
shall have been  asserted by Seller under  Section 7.5 hereof within three years
following the date hereof.

     7.4 Indemnification by Eastbrokers.okers

     (a) Subject to Sections 7.3 and 7.4(b),  Eastbrokers shall indemnify Seller
and his respective partners, agents, representatives, consultants, attorneys and
successors,  transferees and assigns (the "Seller's  Group") for, and shall hold
the  Seller's  Group  harmless  from,  any  and  all  damages,  claims,  losses,
liabilities and expenses (including, without limitation,  reasonable legal fees,
accounting  and other  expenses to  investigate,  defend or mitigate  any of the
foregoing)  asserted  against  or  incurred  or  sustained  by any or all of the
Seller's  Group  arising  out of (i) any  breach of any  covenant  or  agreement
contained  in this  Agreement by Buyers or made by the Company to or with Seller
or (ii) any  breach of any of the  warranties  or  representations  set forth in
Article 3. Notwithstanding the immediately preceding sentence, in no event shall
Eastbrokers have any indemnification liability in excess of $100,000.

     (b) If any event  shall  occur or  circumstance  shall  exist  which  would
otherwise  entitle the Seller's  Group to  indemnification  hereunder,  no loss,
damage,  claim,  liability  or  expense  shall be deemed  to have been  asserted
against or incurred or  sustained  by any or all of the members of the  Seller's
Group to the extent of any proceeds  (other than proceeds  from  self-insurance)
recovered or recoverable  by the Seller's Group from any third party  (excluding
any insurance company) or from any insurance company under policies, under which
the  Company is insured,  existing  on or before the Closing  Date and for which
premiums have been fully paid before the Closing Date. Seller agrees (i) in good
faith,  to diligently  seek recovery,  at his own expense from all third parties
(including,  without limitation,  all such insurance  companies) with respect to
all losses,  claims,  damages,  liabilities  and expenses  with respect to which
Seller's Group makes or may make a claim for indemnification  hereunder and (ii)
to keep Buyers  fully and  promptly  informed of all  material  matters  related
thereto.

     7.5 Indemnification Procedure

     (a) Upon  obtaining  knowledge  thereof,  a person who may be  entitled  to
indemnification  hereunder (the "Indemnitee")  shall promptly give the Party who
may be obligated  to provide such  indemnification  (the  "Indemnitor")  written
notice of any Loss (as  defined  in Section  7.5(b))  which the  Indemnitee  has
determined has given or could give rise to a claim for indemnification hereunder
(a "Notice of Claim"). A Notice of Claim shall specify in reasonable


                                     - 86 -

<PAGE>

detail the nature and all known  particulars  related to a Loss.  The Indemnitor
shall perform its  obligations  with respect to a Loss  described in a Notice of
Claim under  Sections  7.2 or 7.4, as the case may be,  within 30 days after the
Indemnitor  shall have received such Notice of Claim;  provided,  however,  that
such  obligations  shall be suspended  (i) so long as the  Indemnitor is in good
faith defending,  contesting or otherwise  opposing pursuant to Section 7.5(c) a
Loss which constitutes a claim,  demand, suit, action or proceeding described in
Section  7.5(c);  (ii) in the case of a Notice of Claim  given by a Buyer or the
Company,  until such Buyer or the Company,  as the case may be, shall have fully
performed its obligations  under Section 7.2(b) with respect to a Loss for which
Buyers or the Company may be entitled to recovery from a third party (including,
without limitation,  an insurance company); and (iii) in the case of a Notice of
Claim given by Seller,  until Seller shall have fully  performed his obligations
under Section  7.4(b) with respect to a Loss for which Seller may be entitled to
recovery  from a  third  party  (including,  without  limitation,  an  insurance
company).

     (b) As used in this  Section  7.5,  the term  "Loss"  shall  mean a damage,
liability,  claim,  loss,  expense or cost described in Section 6.1(a),  6.1(b),
6.7(b),  7.2(a)  or  7.4(a),  or a  fee,  commission,  compensation  or  payment
described in Section 10.1, as the case may be.

     (c) With respect to a Loss which constitutes a third-party  claim,  demand,
suit,  action or proceeding  and which is the subject of a Notice of Claim,  the
Indemnitor  shall,  in good  faith and at its own  expense,  defend,  contest or
otherwise  oppose such claim,  demand,  suit,  action or  proceeding  with legal
counsel  selected  by it.  The  Indemnitee  shall  have the  right,  but not the
obligation, to participate, at its own expense, in the defense, contest or other
opposition  thereof  through  legal  counsel  selected  by it and shall have the
right,  but  not  the  obligation,   to  assert  any  and  all  cross-claims  or
counterclaims  which it may have. So long as the  Indemnitor  is, in good faith,
defending,  contesting or otherwise opposing such claim, demand, suit, action or
proceeding, the Indemnitee shall (i) at all times cooperate, at its own expense,
in all reasonable ways with,  make its relevant files and records  available for
inspection  and copying  by,  make its  employees  reasonably  available  to and
otherwise render reasonable  assistance to the Indemnitor upon request; and (ii)
not compromise or settle such claim,  demand, suit, action or proceeding without
the prior  written  consent of the  Indemnitor.  If the  Indemnitor  fails to so
defend,  contest  or  otherwise  oppose  such  claim,  demand,  suit,  action or
proceeding,  the Indemnitee  shall have the right,  but not the  obligation,  to
defend,  contest or otherwise  oppose,  to assert  cross-claims or counterclaims
with respect to and to compromise and settle such claim, demand, suit, action or
proceeding without affecting, impairing or limiting any indemnification to which
the  Indemnitee  is  entitled  hereunder.  If  the  Indemnitee  is  entitled  to
indemnification  hereunder with respect to such claim,  demand,  suit, action or
proceeding,  the  Indemnitor  shall also indemnify the Indemnitee for all of the
legal fees and expenses  reasonably and actually incurred in connection with the
defense,  contest or other  opposition of such claim,  demand,  suit,  action or
proceeding pursuant to the immediately preceding sentence.

     (d)  Whether  or not a Notice of Claim has been given  pursuant  to Section
7.5(a),  Seller shall have the right, at his own expense,  to participate in the
defense,  contest or other opposition of all of actions,  claims, demands, suits
or proceedings  which involve events  occurring or conditions  existing prior to
the Closing with respect to the Business or the properties owned, leased or used
by the Company and which,  in the sole opinion of Seller,  might have an adverse
impact on Seller. Seller shall give prompt written notice to Eastbrokers and the
Company of his  election to  exercise  such  right.  Without  the prior  written
consent  of  Seller,  neither  Eastbrokers  nor  the  Company  shall  settle  or
compromise any action,  demand,  claim, suit or proceeding with respect to which
Seller  shall  have given such a notice.  If Seller  does not  consent to such a
settlement  or  compromise,  Seller  will assume the  defense,  contest or other
opposition  of  such  action,  demand,  claim,  suit or  proceeding  for his own
account,  whereupon  Eastbrokers  and the  Company  shall be  released  from any
liability with respect to such action,  claim, demand, suit or proceeding to the
extent that such  liability  exceeds the  liability  which  Eastbrokers  and the
Company would have had with respect to such a settlement or  compromise.  Except
as  otherwise  provided in the  preceding  sentence,  neither such right nor the
exercise thereof shall be construed to modify, expand or enlarge the obligations
or liabilities of Seller hereunder in any respect.

     7.6 Subrogation.  Any indemnifying  Party shall be subrogated to the rights
of the  Indemnitee  with  respect to any claims,  suits or demands for which the
indemnifying Party has indemnified the Indemnitee.

                     ARTICLE 8 - PUBLICITY; CONFIDENTIALITY

     8.1 Publicity. The Parties agree that no publicity, release or announcement
concerning the execution and delivery of this Agreement,  the provisions  hereof
or the transactions  contemplated  hereby shall be issued by a Party without the
prior  written  approval of the form and content of such  publicity,  release or
announcement by the other

                                     - 87 -

<PAGE>


Parties;  provided,  however,  that no such approval shall be required when such
publicity,  release or  announcement  is  required  by (i) any  applicable  law,
ordinance,  rule or regulation;  (ii) any  applicable  rules or regulations of a
national  or  foreign  stock  exchange;  or (iii)  any  order,  writ,  judgment,
stipulation,  award,  edict or decree of any court of competent  jurisdiction or
any  governmental  or  quasi-governmental  or  regulatory  agency,  authority or
instrumentality of competent  jurisdiction and, provided further, that, prior to
issuing  any  publicity,  release or  announcement  without  such prior  written
approval,  the issuing  Party shall have given  reasonable  prior  notice to the
other  Parties of such  intended  issuance  and, if requested  by a  non-issuing
Party,  shall  have  used  reasonable  efforts  at its own  expense  to obtain a
protective order or similar relief for the benefit of such other Party.

     8.2 Confidentiality

     (a) All data,  reports,  records and other information of any kind received
by  a  Party   ("Receiving   Party")  from  another  Party  or  its  affiliates,
shareholders,  partners, directors, officers, employees, agents, representatives
or consultants (the "Delivering  Party") under this Agreement,  shall be treated
by a Receiving Party as confidential (collectively, "Confidential Information").
A Receiving Party shall not use Confidential Information for its own benefit and
shall use all reasonable efforts to maintain the confidentiality of Confidential
Information  (including,  without  limitation,  using all reasonable  efforts to
limit disclosure of Confidential  Information to its  shareholders,  prospective
investors,  partners,  directors,   officers,  affiliates,   employees,  agents,
representatives and consultants and use by them of Confidential  Information for
their own  benefit).  If a Receiving  Party or, to the  knowledge of a Receiving
Party,  any of its  shareholders,  partners,  directors,  officers,  affiliates,
employees,  agents,  representatives  or  consultants  is  required  to disclose
Confidential  Information to any self-regulatory  organization,  governmental or
quasi-governmental  agency,  authority or instrumentality,  such Receiving Party
shall, prior to such disclosure, immediately notify the Delivering Party of such
requirement  and all  particulars  related to such  requirement.  The Delivering
Party shall have the right, at its expense,  to object to such disclosure and to
seek confidential  treatment of any Confidential  Information to be so disclosed
on such terms as it shall determine.

     (b) The restrictions set forth in Section 8.2(a) shall not apply to the use
or disclosure of  Confidential  Information  (i) pursuant to any other agreement
between the Parties, (ii) by a Party in connection with exercising its rights or
performing  its duties or obligations  under this  Agreement or the  agreements,
instruments and other documents  contemplated  hereby,  (iii) as contemplated by
the last two  sentences of Section  8.2(a) or (iv) with respect to  Confidential
Information which (A) is or becomes generally available to the public through no
fault or  neglect of a  Receiving  Party or any of its  shareholders,  partners,
directors,   officers,   affiliates,   employees,  agents,   representatives  or
consultants,  (B) is received in good faith on a  non-confidential  basis from a
third party who discloses such  Confidential  Information  to a Receiving  Party
without  violating  any  obligations  of secrecy or  confidentiality  or (C) was
already  in the  possession  of a  Receiving  Party  at the time of  receipt  as
demonstrated by the prior dated written records of such Receiving Party.

     8.3  Survival.  This  Article  8  shall  survive  the  termination  of this
Agreement for any reason and the consummation of the  transactions  contemplated
hereby.

                                     - 88 -
<PAGE>




                               ARTICLE 9 - NOTICES

     All  notices,  demands,  requests  or other  communications  (collectively,
"notices") required or permitted to be given pursuant to this Agreement shall be
given in writing,  shall be transmitted by personal  delivery;  by registered or
certified  mail,  return receipt  requested,  postage  prepaid;  or by telegram,
telecopier or other electronic means and shall be addressed as follows:

                  When Seller is to be notified:

                         Mr. Robert Sass
                         42 Barneburg
                         Dove Cannon, California  92679
                         Telephone No.:   (714) 888-8103
                         Telecopy No.:    (714) 888-7967

                         With a copy to:

                         Stephen Kukta, Esq.
                         1500 S.W. Arrowhead Road
                         Topeka, Kansas  66604
                         Telephone No.:  (913) 271-3240
                         Telecopy No.:   (913) 271-3167

                  When Eastbrokers is to be notified:

                         Eastbrokers International Incorporated
                         15245 Shady Grove Road, Suite 340
                         Rockville, Maryland 20850
                         Attention:  Martin A. Sumichrast
                         Telephone No.: (301) 527-1110
                         Telecopy No.:  (301) 527-1112

                         With a copy to:

                         Kelley Drye & Warren LLP
                         281 Tresser Boulevard
                         Stamford, Connecticut 06901
                         Attention: Paul F. McCurdy, Esq.
                         Telephone No.: (203) 324-1400
                         Telecopy No.:  (203) 327-2669

                  When Executive Purchaser is to be notified:

                         Eastbrokers North America, Inc.
                         26 Broadway, 4th Floor, Room 6
                         New York, New York  10004
                         Telephone No.:  (212) 837-7926
                         Telecopy No.:   (212) 837-7792

                         With a copy to:

                         Kelley Drye & Warren LLP
                         281 Tresser Boulevard
                         Stamford, Connecticut 06901
                         Attention: Paul F. McCurdy, Esq.
                         Telephone No.: (203) 324-1400
                         Telecopy No.:  (203) 327-2669

                                     - 89 -

<PAGE>


A Party may designate a new address to which notices required or permitted to be
given  pursuant to this  Agreement  shall  thereafter be  transmitted  by giving
written notice to that effect to the other Parties.  Each notice  transmitted in
the  manner  described  in this  Article 9 shall be  deemed to have been  given,
received  and become  effective  for all purposes at the time it shall have been
(i)  delivered  to  the  addressee  as  indicated  by  the  return  receipt  (if
transmitted by mail), the affidavit of the messenger (if transmitted by personal
delivery) or the receipt of confirmation (if transmitted by telegram, telecopier
or other electronic means) or (ii) presented for delivery to the addressee as so
indicated during normal business hours, if such delivery shall have been refused
for any reason.


                  ARTICLE 10 - BROKERAGE FEES; CERTAIN EXPENSES

     10.1 Brokerage  Fees. Each Party agrees to indemnify the other Parties for,
and shall hold such other Parties  harmless from, any claim or liability for any
fee,  commission,   compensation  or  other  payment  by  any  broker,   finder,
consultant,  advisor  or similar  agent who  claims to have been,  or who was in
fact, engaged by or on behalf of such Party, pursuant to the procedure set forth
in Section 7.5.

     10.2 Certain Expenses.  Except as otherwise  provided herein and regardless
of whether the transactions contemplated hereby are consummated,  (i) each Party
will  pay all  expenses  incurred  by it in  connection  with  the  transactions
contemplated  hereby and (ii) the Company shall pay all expenses  incurred by it
(A)  on  or  before  the  date  hereof  in  connection  with  the   transactions
contemplated  hereby  (including,  without  limitation,  the  preparation of the
Schedules  attached  hereto  and other  documents  related  to the  transactions
contemplated  hereby) and (B) after the date hereof,  in connection with actions
which a Party is required to cause it to take hereunder;  provided, however, the
Company  will not bear any  legal  fees in  connection  with  such  contemplated
transactions or required actions (all of which will be borne by Seller).


                           ARTICLE 11 - MISCELLANEOUS

     11.1 Governing Law; Forum.  The validity,  interpretation,  performance and
enforcement of this Agreement  shall be governed by the laws of the State of New
York (without giving effect to the laws, rules or principles of the State of New
York regarding  conflict of laws). Each Party agrees that any proceeding arising
out of or relating to this Agreement or the breach or threatened  breach of this
Agreement may be commenced and prosecuted in any court in the State of New York.
Each Party consents and submits to the  non-exclusive  personal  jurisdiction of
any such  court with  respect to any such  proceeding.  Each Party  consents  to
service of process upon him, her or it with  respect to any such  proceeding  by
registered  mail,  return receipt  requested and by any other means permitted by
applicable  laws and rules.  Each Party waives any objection  that he, she or it
may now or hereafter  have to the laying of venue of any such  proceeding in any
such court and any claim that he, she or it may now or  hereafter  have that any
such proceeding in any such court has been brought in an inconvenient forum.

     11.2 Binding Effect; Assignment;  Third-Party Beneficiaries. This Agreement
shall  be  binding  upon  the  Parties  and  their   respective   heirs,   legal
representatives,  estates, successors and assigns, as the case may be, and shall
inure  to  the  benefit  of  the  Parties  and  their  respective  heirs,  legal
representatives,  estates, successors and permitted assigns. No Party may assign
any of his,  her or its rights or delegate  any of his,  her or its duties under
this Agreement (in the case of  corporations,  by operation of law or otherwise)
without the prior  written  consent of the other  Parties and any  assignment or
delegation of this Agreement by a Party without the prior written consent of the
other Parties shall be void.

     11.3 Entire Agreement.  This Agreement together with the Schedules attached
hereto constitutes the entire agreement and understanding among the Parties with
respect to the  subject  matter  hereof and cancels  and  supersedes  all of the
previous  or   contemporaneous   contracts,   representations,   warranties  and
understandings  (whether oral or written) by or between the Parties with respect
to the subject  matter  hereof.  Except for the  representations  and warranties
expressly   set  forth   herein,   Buyers   disclaim   reliance   upon  (i)  any
representations,  warranties  or  guarantees  (whether  express or  implied  and
whether  oral or  written)  by Seller,  the  Company or any of their  respective
partners, directors,  officers, employees, agents or representatives or (ii) any
other  information  with  respect to the  Business,  the Company or its industry
provided  by or on behalf of them.  Notwithstanding  the  foregoing,  each Party
agrees that the other  Parties have the right to rely upon the  representations,
warranties, covenants and agreements of each Party contained in this

                                     - 90 -

<PAGE>



Agreement.  Nothing  contained  in any  document or  instrument  of  conveyance,
transfer,  assignment or delivery delivered pursuant hereto shall amend, extend,
modify,  renew or alter in any manner any  representation,  warranty,  covenant,
agreement or indemnity contained herein.

     11.4 Amendments. No addition to, and no cancellation,  renewal,  extension,
modification  or  amendment  of, this  Agreement  shall be binding  upon a Party
unless  such  addition,  cancellation,   renewal,  extension,   modification  or
amendment  is set forth in a written  instrument  which  states that it adds to,
amends,  cancels,  renews,  extends  or  modifies  this  Agreement  and which is
executed and  delivered on behalf of such Party by an officer of (in the case of
a corporation) or attorney-in-fact for such Party.

     11.5 Waivers. No waiver of any provision of this Agreement shall be binding
upon a Party unless such waiver is expressly  set forth in a written  instrument
which is executed and delivered on behalf of such Party by an officer of (in the
case of a corporation) or attorney-in-fact  for such Party. Such waiver shall be
effective only to the extent  specifically set forth in such written instrument.
Neither the exercise  (from time to time and at any time) by a Party of, nor the
delay or failure (at any time or for any period of time) to exercise, any right,
power or remedy shall  constitute a waiver of the right to exercise,  or impair,
limit or restrict  the  exercise  of,  such right,  power or remedy or any other
right,  power or remedy at any time and from time to time thereafter.  No waiver
of any right,  power or remedy of a Party  shall be deemed to be a waiver of any
other  right,  power or remedy of such  Party or shall,  except to the extent so
waived, impair, limit or restrict the exercise of such right, power or remedy.

     11.6 Headings;  Counterparts. The headings set forth in this Agreement have
been inserted for convenience of reference only,  shall not be considered a part
of this  Agreement and shall not limit,  modify or affect in any way the meaning
or interpretation of this Agreement.  This Agreement may be signed in any number
of counterparts, each of which (when executed and delivered) shall constitute an
original instrument, but all of which together shall constitute one and the same
instrument.  This  Agreement  shall become  effective and be deemed to have been
executed and delivered by all of the Parties at such time as counterparts  shall
have been executed and  delivered by each of the Parties,  regardless of whether
each of the Parties has executed the same counterpart. It shall not be necessary
when making proof of this Agreement to account for any counterparts other than a
sufficient number of counterparts which, when taken together, contain signatures
of all of the Parties.

     11.7  Severability.  If any provision of this Agreement  shall hereafter be
held to be  invalid,  unenforceable  or  illegal in any  jurisdiction  under any
circumstances  for any  reason,  (i) such  provision  shall be  reformed  to the
minimum extent  necessary to cause such provision to be valid,  enforceable  and
legal and preserve the original  intent of the Parties or (ii) if such provision
cannot be so reformed, such provision shall be severed from this Agreement. Such
holding shall not affect or impair the validity,  enforceability  or legality of
such  provision  in any other  jurisdiction  or under  any other  circumstances.
Neither such holding nor such  reformation  or severance  shall affect or impair
the  legality,  validity  or  enforceability  of any  other  provision  of  this
Agreement.

     11.8 Certain References.  As used herein, references to a "person" means an
individual or an entity, including,  without limitation, a corporation,  limited
liability  company,  partnership,  joint venture,  trust,  joint-stock  company,
association,  unincorporated organization or group acting in concert. References
to the phrases "to the knowledge of Seller", "to Seller's knowledge" and similar
phrases  shall in all cases  herein  mean "to the  knowledge  of Seller  and the
Company after reasonable inquiry".

     11.9 Exclusive Remedy.  The sole and exclusive rights,  powers and remedies
of the Parties, other than such injunctive or other equitable remedies as may be
available to a Party,  for a breach or default under this Agreement  (including,
without  limitation,  a breach of or default  under any of the  representations,
warranties,  covenants  or  agreements  contained  in this  Agreement)  shall be
recovery under Sections 6.1 and 6.7 and  indemnification  under Sections 6.1 and
6.7 and Articles 7 and 10 hereof, in each case limited as set forth therein.

                                     - 91 -

<PAGE>



     IN WITNESS WHEREOF,  the Parties have executed and delivered or caused this
Agreement to be executed and delivered by their duly authorized  representatives
as of the date first above written.


                             EASTBROKERS INTERNATIONAL INCORPORATED,
                             as a Buyer



                             By:  /s/  Martin A. Sumichrast
                             -------------------------------
                                 Name: Martin A. Sumichrast
                            Title:  Chief Financial Officer and
                                           Secretary



                                 JOHN PAUL DEVITO, as a Buyer



                                    /s/  John Paul De Vito
                                    -------------------------

                                 ROBERT SASS, as Seller



                                       /s/  Robert Sass
                                    -------------------------











                                     - 92 -

<PAGE>

EXHIBIT NO.  10.14

Consulting Agreement between Michael Sumichrast, Ph.D. and the Company


                              CONSULTING AGREEMENT

     This  Agreement is made and entered into as of the 1st day of April,  1997,
by and between  Michael  Sumichrast  ("Consultant"),  an individual  residing at
11527  Le  Havre  Drive,   Potomac,  MD  20854  and  Eastbrokers   International
Incorporated ("Company"), a Delaware corporation having offices at 15245 Shady
Grove Road, Suite 340, Rockville, Maryland 20850

                                   WITNESSETH

     WHEREAS, the Company wishes to retain the Consultant to render business and
financial  advisory and consulting  services on the terms and conditions  herein
set forth; and

     WHEREAS,  Consultant  wishes  to  render  such  service  on the  terms  and
conditions herein set forth.

     NOW,  THEREFORE,  in  consideration  of the  premises  and  of  the  mutual
covenants agreements contained herein, the parties hereto agree as follows:

     1.  Retention.  The Company  hereby  retains the  Consultant,  for the term
hereof  (as set forth in  Section  2), to render  such  business  and  financial
advisory and  consulting  services as may be reasonably  requested  from time to
time by the Company.  The Consultant shall not be required to render services to
the Company hereunder on any day on which banks are not open for business in the
State of Maryland for any periods which exceed 30 hours per month.

     2. Term. The term of this Agreement shall commence as of April 1, 1997, and
shall  continue  for a period of twelve (12)  months,  terminating  on March 31,
1998.

         3.       Compensation.

     3.1 The Company shall pay the Consultant  compensation of 5,000  restricted
shares of the Company's common stock per quarter,  payable in equal installments
on July 1, 1997, October 1, 1997, January 1, 1997 and April 1, 1998.

     3.2 As additional compensation to the Consultant for his services under the
Agreement, the Consultant will receive a project success fee to be determined.

     4.  Reimbursement for Expenses.  The Company shall reimburse the Consultant
for all reasonable  out-of-pocket expenses paid or incurred by him in the course
of  his  duties  hereunder  and  approved  in  writing  by  the  Company,   upon
presentation by the Consultant of valid receipts or invoices thereof,  utilizing
procedures  as  are  reasonably  established  by  the  Company  with  regard  to
reimbursement of employees and consultants for expenses.

     5. Termination of Services.

     5.1 Death or Disability.  This Agreement  shall terminate upon the death or
disability of the Consultant.  For purposes hereof,  the term "disability" shall
mean physical or mental  illness or injury which has  prevented  the  Consultant
from performing his customary duties for the Company for a period of (30) thirty
consecutive  days. In the event this agreement is  terminated,  pursuant to this
section,  Consultant's estate shall be entitled to receive full compensation and
reimbursement of expenses as set forth in sections 3 and 4.

     5.2 For "Cause". The Company shall have the right to terminate the services
of Consultant  hereunder "for cause",  as herein  defined.  The term "for cause"
shall mean:

     (i) the commission by Consultant of an act of theft, embezzlement, or fraud
which is materially injurious to the Company or any affiliate; or



                                     - 93 -

<PAGE>


     (ii) the  conviction of the Consultant in any  jurisdiction  for a criminal
offense constituting a felony.

     5.3 Without  Cause.  In the event of the  termination by the Company of the
Consultant's  services  under this Agreement  prior to the scheduled  expiration
date (as the same may be extended from time to time),  for any reason other than
"for cause"  pursuant to Section  5.2, the  Consultant  shall be entitled to the
remaining  payments  that would have  otherwise  been payable to the  Consultant
under the terms of this Agreement had his services not been terminated.

     6.  Indemnification.  The Company  shall  indemnify  and hold  harmless the
Consultant,  his heirs and legal  representatives  from and  against all claims,
damages, losses,  liabilities and expenses,  including reasonable legal fees and
expenses  (collectively  "Losses"),  arising out of or relating to his  services
under this Agreement;  provided,  however, that the foregoing shall not apply to
the extent of any Losses resulting from the willful  misconduct or negligence of
the  Consultant.  The Consultant  shall indemnify and hold harmless the Company,
its officers,  directors  and agents,  from and against all Loses arising out of
any misrepresentation  made by the Consultant to any third party as to the scope
of his authority to act on behalf of or to bind the Company.

     7. Miscellaneous.

     7.1 Legal  Relationship  of Parties.  The Consultant  shall render services
hereunder as an independent contractor and not as an employee and nothing herein
contained shall be deemed to constitute a partnership between or a joint venture
by the parties,  nor shall  anything  herein  contained be deemed to  constitute
either  the  Consultant  or the  Company  the  agent of the  other  except as is
expressly provided herein.

     7.2 Notices.  All notices and communications  hereunder shall be in writing
and delivered by hand or sent by registered or certified mail, postage and other
fees prepaid,  return receipt requested, or by a nationally recognized overnight
delivery service. Such notice shall be deemed given when hand delivered or three
(3)  business  days  after the date when  mailed or one (1)  business  day after
delivery to an overnight delivery service.

     7.3 Entire  Agreement.This  Agreement contains the entire  understanding of
the parties  hereto  with  respect to the  retention  of the  Consultant  by the
Company during the term hereof,  and the  provisions  hereof may not be altered,
amended,  waived,  terminated  or  discharged  in any way  whatsoever  except by
subsequent  written  agreement  executed  by  the  party  sought  to be  charged
therewith.  This Agreement  supersedes all prior agreements,  understandings and
arrangements  between the Consultant  and the Company  pertaining to the subject
matter  hereof.  A  waiver  by  either  of the  parties  of any of the  terms or
conditions of this  Agreement,  or of any breach  hereof,  shall not be deemed a
waiver of such  terms or  conditions  for the  future  or of any  other  term or
condition hereof, or of any subsequent breach hereof.

     7.4  Severability.  The provisions of this Agreement are severable,  and if
any provision of this Agreement is invalid,  void, inoperative or unenforceable,
the balance of the  Agreement  shall remain in effect,  and if any  provision is
inapplicable to any circumstance, it shall nevertheless remain applicable to all
other circumstances.

     7.5 Survival.  The provisions of Section 6 shall survive any termination of
the Consultant's services under this Agreement.

     7.6 Miscellaneous.  The Consultant shall be free to render service to other
persons or entities during the term of this Agreement so long as the same do not
unreasonably interfere with his services hereunder.




                                     - 94 -

<PAGE>



     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the day and year first above written.


                                  EASTBROKERS INTERNATIONAL
                                        INCORPORATED


                                  By:/s/  Martin A. Sumichrast
                                         Martin A. Sumichrast


                                  CONSULTANT



                                  /s/  Michael Sumichrast
                                       Michael Sumichrast















                                     - 95 -

<PAGE>





EXHIBIT NO.  10.15

Letter Agreement between the Company and August de Roode dated March 10, 1997

                     Eastbrokers International Incorporated
                        15245 Shady Grove Road, Suite 340
                            Rockville, Maryland 20850
                    Phone (+301) 527-1110 Fax (+301) 527-1112
                        email: eastbrokers@crosslink.net



                                 March 10, 1997



August A. de Roode
Eastbrokers Beteiligungs A.G.
Schlickgasse 1
1090 Vienna
Austria

Dear Gus:

This letter agreement (this  "Agreement") will confirm our agreement relating to
the matters covered herein.

1. You hereby resign,  effective  March 15, 1997 (the "Effective  Date"),  as an
officer  and  director of  Eastbrokers  International  Incorporated,  a Delaware
corporation (the "Company"), and all of the Company's subsidiaries.

2. The  Employment  Agreement  dated  as of  August  1,  1996  (the  "Employment
Agreement")  between the Company and you will be  terminated as of the Effective
Date and, except as expressly set forth herein,  shall be of no further force or
effect  after such date.  The Company  shall be obligated  under the  Employment
Agreement to pay all accrued but unpaid salary and benefits  earned by you as of
the Effective Date. No bonus  compensation shall be payable under the Employment
Agreement.  Upon the making of these  payments to you, the Company shall have no
further obligation to you under the Employment Agreement.

3. The Restrictive Covenant dated August 1, 1996 in favor of the Company whereby
you agreed to refrain from taking  certain  actions shall continue in full force
and effect  except that the  provisions  of Paragraph 2 thereof  shall no longer
apply.

4. Notwithstanding the terms of the Stock Option Agreement dated as of August 1,
1996 (the  "Stock  Option  Agreement")  relating  to options to acquire  170,000
shares of the Company's common stock at $2.00 per share (34,000 shares at $10.00
per share on a post-split basis),  said options shall not terminate by reason of
your employment by the Company,  but shall be assignable by you to the purchaser
of your shares of the Company's common stock or its designee provided,  however,
that such assignee is an employee or director of the Company at the time of such
assignment.  Such  assignee's  right to exercise the options  granted  under the
Stock Option  Agreement  shall terminate at such time as such assignee ceases to
be an employee or director of the Company.

5. The Company releases you as of the Effective Date from any obligations  under
the  Unconditional  Guaranty  dated  as of  June  14,  1996  of  obligations  of
Eastbrokers  Beteiligungs  AG ("AG") under that  certain Loan  Agreement of even
date between the Company and AG.


                                     - 96 -

<PAGE>




6. The Company releases you as of the Effective Date from any obligations  under
Section  10.2(a) of the Stock Purchase  Agreement dated as of June 14, 1996 (the
"Stock Purchase  Agreement");  provided,  however,  that the foregoing shall not
relieve you of any obligation  under said Section  10.2(a) insofar as it relates
to the indemnity  obligations  arising  under Section 4.3 of the Stock  Purchase
Agreement  and relates to the shares of AG sold by you to the Company under said
Agreement.  You, in turn, release the Company from any obligations under Section
10.2(b) of the Stock Purchase  Agreement and agree that no additional  shares of
the  Company's  stock shall be issuable to you or your  successors or assigns by
reason of Section  2.4 of the Stock  Purchase  Agreement.  Any shares  which may
hereafter be issuable to you under Section 2.3 of the Stock  Purchase  Agreement
shall be issued to your assignee  which shall be the purchaser of your shares of
the  Company's  common stock or its  designee.  You agree to provide the Company
with evidence reasonably satisfactory to it of such assignment.

7. The Company agrees to indemnify you to the maximum extent  permissible by law
in the event that you are or are  threatened to be made a party to any action by
reason of the fact that you were a director,  officer,  employee or agent of the
Company or any of its subsidiaries or were serving at the request of the Company
as a director,  officer,  employee or agent of another entity  against  expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably incurred by you.

8. In  consideration  of the  covenants and  agreements  contained  herein,  the
Company and its  subsidiaries  hereby release and forever  discharge you and you
hereby  release  and  forever   discharge  the  Company  and  its   subsidiaries
(including, without limitation, the shareholders,  officers and directors of the
Company) from any and all claims,  causes of action and liabilities of any kind,
whether  known or  unknown,  whether  legal or  equitable,  arising out of or in
connection with your employment with the Company and/or any of its  subsidiaries
and/or your  service as a director  or officer of the Company  and/or any of its
subsidiaries;  provided,  however,  that the foregoing release shall not release
(a) either party from any  obligations  under or expressly  contemplated by this
Agreement;  or (b) you from any  liabilities  in  connection  with the foregoing
arising  out of any  conduct  engaged  by you  involving  (i)  fraud;  (ii)  the
commission of a felony  crime;  or (iii)  willful or grossly  negligent  conduct
which is demonstrably and materially  injurious to the Company and/or any of its
subsidiaries.  For the purposes hereof,  conduct which you reasonably believe to
be in the best interests of the Company shall not be deemed "willful."

It is hereby acknowledged by both parties that the foregoing contains the entire
agreement of the parties  relating to the subject  matter hereof and  supersedes
any prior  written  or verbal  agreements  or  understandings  relating  to such
subject matter.  This agreement cannot be modified or terminated  verbally,  but
only by a writing signed by the party sought to be charged.

If the foregoing correctly sets forth the agreement between you and the Company,
please sign this letter  agreement  in the space  provided  and return it to the
undersigned  thereby making this a binding  agreement to be governed by the laws
of the State of New York without reference to its conflicts of laws provisions.

                                  Very truly yours,

                                  EASTBROKERS INTERNATIONAL INCORPORATED


                                  By         /s/ Martin A. Sumichrast
                                      Martin A. Sumichrast
                                      Executive Vice President, Secretary

Accepted and Agreed to as of the
     15th day of March, 1997


      /s/ August A. deRoode
     August A. deRoode



                                     - 97 -


<PAGE>


 Exhibit No.  21.1

Subsidiaries of Company




                                                    Jurisdiction of
    Company                                          Incorporation

    Eastbrokers Beteiligungs AG                         Austria

    Eastbrokers North America, Inc.                     Delaware

    Eastbrokers US, Inc.                                Delaware



                                     - 98 -


<PAGE>



Exhibit No.  23.1

Consent of Pannell Kerr Forster PC



                     CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS


We consent to the inclusion in the Annual  Report on Form 10-KSB (the  "10-KSB")
of Eastbrokers  International  Incorporated  (the "Company") for the fiscal year
ended March 31, 1997 of our report dated June 23,  1997.  We also consent to the
incorporation  by  reference  of our  report  into  the  Company's  Registration
Statement  on Form  S-8  dated  April  25,  1997  (No.  333-25887)  and into the
Company's Registration Statement on Form S-3 dated May 9, 1997 (No. 333-26825).




                                     /s/  PANNELL KERR FORSTER PC
Certified Public Accountants


Alexandria, Virginia
June 27, 1997









                                     - 99 -


<PAGE>


Exhibit No.  24.1

Powers of Attorney


                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS,  that the undersigned  hereby appoints Martin A.
Sumichrast  and Kevin D. McNeil and each of them  severally  as his attorney and
agent  with full  power of  substitution  and  resubstitution  to execute on his
behalf and in his name and in any and all  capacities  set forth below:  (1) any
and all amendments to the  Registration  Statement of Eastbrokers  International
Incorporated,  a Delaware  corporation (the "Company") on Form S-3 as filed with
the Securities and Exchange  Commission (the  "Commission")  on May 9, 1997; (2)
any and all  amendments to the Company's  Reports on Form 10-KSB for the periods
ended March 31, 1996, and December 31, 1995 as filed with the Commission on June
28, 1996,  and March 16, 1996,  respectively;  (3) any and all amendments to the
Company's Reports on Form 10-QSB for the periods ended June 30, 1996,  September
30, 1996,  and December 31,  1996,  as filed with the  Commission  on August 14,
1996,  November 14, 1996, and February 13, 1997,  respectively;  (4) any and all
amendments  to the Company's  Reports on Form 8-K dated April 22, 1996,  May 13,
1996, and August 1, 1996; (5) the Company's Report on Form 10-KSB for the fiscal
year ended March 31,  1997 and any and  amendments  thereto;  and to do all such
other acts and  execute all such other  documents  which any said  attorney  and
agent may deem necessary or desirable in connection  therewith or to comply with
any rules, regulations or requirements of the Commission in respect thereof.





EASTBROKERS INTERNATIONAL INCORPORATED
            (Registrant)


               /s/ Peter Schmid                               June 27, 1997
----------------------------------------------             ---------------------
                 Peter Schmid                                      Date
Chairman, President, Chief Executive Officer, and Director










                                     - 100 -


<PAGE>

Exhibit No.  24.1

Powers of Attorney


                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS,  that the undersigned  hereby appoints Martin A.
Sumichrast  and Kevin D. McNeil and each of them  severally  as his attorney and
agent  with full  power of  substitution  and  resubstitution  to execute on his
behalf and in his name and in any and all  capacities  set forth below:  (1) any
and all amendments to the  Registration  Statement of Eastbrokers  International
Incorporated,  a Delaware  corporation (the "Company") on Form S-3 as filed with
the Securities and Exchange  Commission (the  "Commission")  on May 9, 1997; (2)
any and all  amendments to the Company's  Reports on Form 10-KSB for the periods
ended March 31, 1996, and December 31, 1995 as filed with the Commission on June
28, 1996,  and March 16, 1996,  respectively;  (3) any and all amendments to the
Company's Reports on Form 10-QSB for the periods ended June 30, 1996,  September
30, 1996,  and December 31,  1996,  as filed with the  Commission  on August 14,
1996,  November 14, 1996, and February 13, 1997,  respectively;  (4) any and all
amendments  to the Company's  Reports on Form 8-K dated April 22, 1996,  May 13,
1996, and August 1, 1996; (5) the Company's Report on Form 10-KSB for the fiscal
year ended March 31,  1997 and any and  amendments  thereto;  and to do all such
other acts and  execute all such other  documents  which any said  attorney  and
agent may deem necessary or desirable in connection  therewith or to comply with
any rules, regulations or requirements of the Commission in respect thereof.





             /s/ Peter Schmid                                  June 27, 1997
----------------------------------------------             ---------------------
                Peter Schmid                                       Date
Chairman, President, Chief Executive Officer, and Director













                                    - 101 -

<PAGE>


Exhibit No.  24.1

Powers of Attorney


                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS,  that the undersigned  hereby appoints Martin A.
Sumichrast  and Kevin D. McNeil and each of them  severally  as his attorney and
agent  with full  power of  substitution  and  resubstitution  to execute on his
behalf and in his name and in any and all  capacities  set forth below:  (1) any
and all amendments to the  Registration  Statement of Eastbrokers  International
Incorporated,  a Delaware  corporation (the "Company") on Form S-3 as filed with
the Securities and Exchange  Commission (the  "Commission")  on May 9, 1997; (2)
any and all  amendments to the Company's  Reports on Form 10-KSB for the periods
ended March 31, 1996, and December 31, 1995 as filed with the Commission on June
28, 1996,  and March 16, 1996,  respectively;  (3) any and all amendments to the
Company's Reports on Form 10-QSB for the periods ended June 30, 1996,  September
30, 1996,  and December 31,  1996,  as filed with the  Commission  on August 14,
1996,  November 14, 1996, and February 13, 1997,  respectively;  (4) any and all
amendments  to the Company's  Reports on Form 8-K dated April 22, 1996,  May 13,
1996, and August 1, 1996; (5) the Company's Report on Form 10-KSB for the fiscal
year ended March 31,  1997 and any and  amendments  thereto;  and to do all such
other acts and  execute all such other  documents  which any said  attorney  and
agent may deem necessary or desirable in connection  therewith or to comply with
any rules, regulations or requirements of the Commission in respect thereof.





           /s/ Michael Sumichrast                              June 27, 1997
----------------------------------------------             ---------------------
           Michael Sumichrast, PhD                                  Date
                   Director












                                    - 102 -

<PAGE>


Exhibit No.  24.1

Powers of Attorney


                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS,  that the undersigned  hereby appoints Martin A.
Sumichrast  and Kevin D. McNeil and each of them  severally  as his attorney and
agent  with full  power of  substitution  and  resubstitution  to execute on his
behalf and in his name and in any and all  capacities  set forth below:  (1) any
and all amendments to the  Registration  Statement of Eastbrokers  International
Incorporated,  a Delaware  corporation (the "Company") on Form S-3 as filed with
the Securities and Exchange  Commission (the  "Commission")  on May 9, 1997; (2)
any and all  amendments to the Company's  Reports on Form 10-KSB for the periods
ended March 31, 1996, and December 31, 1995 as filed with the Commission on June
28, 1996,  and March 16, 1996,  respectively;  (3) any and all amendments to the
Company's Reports on Form 10-QSB for the periods ended June 30, 1996,  September
30, 1996,  and December 31,  1996,  as filed with the  Commission  on August 14,
1996,  November 14, 1996, and February 13, 1997,  respectively;  (4) any and all
amendments  to the Company's  Reports on Form 8-K dated April 22, 1996,  May 13,
1996, and August 1, 1996; (5) the Company's Report on Form 10-KSB for the fiscal
year ended March 31,  1997 and any and  amendments  thereto;  and to do all such
other acts and  execute all such other  documents  which any said  attorney  and
agent may deem necessary or desirable in connection  therewith or to comply with
any rules, regulations or requirements of the Commission in respect thereof.




           /s/ Wolfgang Kossner                                June 27, 1997
----------------------------------------------             ---------------------
              Wolfgang Kossner                                     Date
                  Director












                                    - 103 -