AMENDED AND RESTATED
                               FINANCIAL AGREEMENT


         This Amended  Financial  Agreement made as of this 1st day of February,
2001 between Fiserv Securities,  Inc.,  ("Clearing Agent"),  with offices at One
Commerce Square, 2005 Market Street, Philadelphia,  PA 19103-3212, First Montauk
Securities  Corp.  ("Introducing  Firm"),  with  offices at  Parkway  109 Office
Center, 328 Newman Springs Road, Red Bank, NJ 07701, and First Montauk Financial
Corp.  ("Holding Corp."),  with offices at Parkway 109 Office Center, 328 Newman
Springs Road, Red Bank, NJ 07701.

         WHEREAS,  the Clearing  Agent and the  Introducing  Firm entered into a
clearing  agreement (the "Clearing  Agreement")  and a financial  agreement (the
"Financial Agreement") each of which was dated May 8, 2000;

         WHEREAS,  the Financial  Agreement was  co-terminous  with the Clearing
Agreement and provided  financial and lending  considerations  separate from the
Clearing Agreement;

         WHEREAS,  Introducing  Firm is a wholly  owned  subsidiary  of  Holding
Corp.;

         WHEREAS,  the Financial  Agreement was intended to provide funds to the
Introducing  Firm to assist in the  mitigation of costs related to conversion of
the  Introducing  Firm's  Introduced  Accounts,  defined below,  to the Clearing
Agent;

         WHEREAS,  the  parties  desire  to amend  the  Financial  Agreement  to
effectuate the original  intent of the parties and have agreed that the terms of
this Amended  Financial  Agreement  shall amend and  supersede  the terms of the
Financial Agreement;

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

1.       Definitions.

     a.  Introduced  Account.  Accounts of the customer of Introducing  Firm and
proprietary accounts and any approved subclearing accounts of
the Introducing Firm carried or to be carried by Clearing Agent.

     b.  Trades.  Brokerage  transactions  cleared  through the  Clearing  Agent
excluding  those  related to Periodic  Investment  Plans  (P.I.P.s),  Systematic
Withdrawal Plan (S.W.P.s), or any other transactions which do not generate a fee
for Clearing Agent.

     c. LIBOR rate. London Interbank Offered Rate

2.       Term of Agreement.

     a. Term.  This Agreement shall be co-terminus  with the Clearing  Agreement
between these parties dated May 8, 2000.

3.       Cash Payments by the Clearing Agent.

     a. Payment.  In  consideration  of the  Introducing  Firm entering into the
Clearing Agreement, and for other good and valuable consideration,  the Clearing
Agent shall pay, as set forth below, an aggregate amount of seven million, seven
hundred fifty thousand dollars ($7,750,000)  comprised of an initial payment and
three subsequent payments (together, the "Cash Payments"), payable as follows:

     i. Initial Payment: The payment of four million dollars ($4,000,000) to the
Introducing  Firm upon completion of the conversion,  receipt of which is hereby
acknowledged, shall be deemed full satisfaction of the initial payment due under
this Amended Financial Agreement; and
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     ii. Subsequent Payments: Three million seven hundred fifty thousand dollars
($3,750,000)  shall be payable to Holding Corp. in three equal  installments  of
one million two hundred fifty thousand dollars ($1,250,000) upon the anniversary
of the  conversion  date in each of the  first  three  years of the term of this
Agreement, provided the Clearing Agent receives an average of 900 Trades per day
from the Introducing Firm for the twelve months ending on that anniversary date.
In any year where an installment  payment might otherwise be payable pursuant to
this section but for the Introducing  Firm's failure to achieve such an average,
the full value of that installment will be withheld until the subsequent  twelve
month period in which the Clearing Agent receives an average of 900 trades a day
from the Introducing Firm for that period.

     b. Use of Cash Payments.  The Cash Payments,  as set forth in Section 3(a),
above,  received from the Clearing Agent,  less any amount payable on account of
Federal, State and Local taxes attributable to the receipt of the cash payments,
shall be used by Holding Corp. and Introducing Firm as set forth in this Section
3(b).  The use of the cash payments  received by  Introducing  Firm from Holding
Corp.,  or  received  directly  from  Clearing  Agent  prior to the date of this
Amended  Financial  Agreement,  shall be  limited to (i)  payment of  conversion
costs;  (ii)  advertising,  marketing and  technology  investments to build name
brand recognition; (iii) building trading volume and expansion of business; (iv)
the payment of Federal, State and Local taxes attributable to the receipt of the
cash payments  directly  from  Clearing  Agent prior to the date of this Amended
Financial Agreement;  and (v) any other purpose as mutually agreed in writing by
the parties hereto.

     c.  Amortization of Cash Payments.  The aggregate of Cash Payments,  as set
forth in Section 3(a), above, made to the Holding Corp. and the Introducing Firm
will be amortized  annually at the greater of the straight line basis  remaining
on the contract  term or the annual  aggregate  Trade volume valued at $1.94 per
Trade.

     d. Early  Termination of Agreement.  If the Introducing Firm terminates the
Clearing  Agreement  prior to the  Termination  Date of the Clearing  Agreement,
other than for an Event of Default by Clearing Agent, Holding Corp. shall pay to
Clearing  Agent a base early  termination  penalty in the amount of one  million
dollars  ($1,000,000)  plus the unamortized  portion of the Cash Payments at the
time of the termination as calculated  pursuant to Section 3(c), above. The base
early termination  penalty of one million dollars  ($1,000,000) shall be reduced
beginning  in  the  fifth  year  of  the  term  of  the  Clearing  Agreement  as
incorporated by reference hereto.

     i. To Secure the full and timely payment of any and all amounts  payable by
Holding Corp. under Section 3(d),  Holding Corp.  hereby grants a first priority
lien in all of the outstanding  shares of Introducing Firm held by Holding Corp.
pursuant to a Security Agreement of same date and annexed hereto as Exhibit "A."
Introducing  firm  shall not be liable to  Clearing  Agent for the  amounts  due
pursuant to this Amended Financial Agreement.

4.       Performance of the Introducing Firm.

     a. Trade  Volume of  Introducing  Firm.  The  Introducing  Firm shall clear
through the  Clearing  Agent a minimum of: (i) the  aggregate  amount of 252,000
Trades per year,  or (ii) the  aggregate  amount of  2,520,000  Trades  over ten
years.

     b. Penalty for  Underperformance.  If at the end of ten years the aggregate
Trading volume is less than 2,520,000  Trades cleared,  the Holding Corp.  shall
pay the  Clearing  Agent an amount  equal to the  difference  between the actual
aggregate  Trades  cleared and the minimum number of Trades set forth in Section
4(a) above  multiplied by the clearing fee which shall be equal to the aggregate
amount of the Cash  Payments  actually made to the Holding Corp. by the Clearing
Agent divided by the minimum number of Trades set forth in Section 4(a) above.

5. Lending. The Clearing Agent agrees to consider and evaluate potential lending
for  acquisitions  if value  exists,  in the Clearing  Agent's  sole  subjective
opinion,  for both Clearing Agent and Introducing Firm. Clearing Agent will lend
an amount not to exceed two million five hundred thousand  dollars  ($2,500,000)
to the  Introducing  Firm,  subject to the terms of a separate  agreement  to be
instituted at that time between the parties, under the following conditions:

     a.  Interest  shall accrue and be paid  quarterly at the 6 month LIBOR rate
plus 2% and the rate shall adjust quarterly with principal reductions being made
quarterly;
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     b.  The  term of the  financing  shall be  coterminous  with  the  Clearing
Agreement;

     c. The Clearing  Agent shall  perform a due  diligence on any deal prior to
financing;

     d. The  Clearing  Agent  must find the  economics  of the deal  viable  and
justifiable  in its sole  subjective  judgement in light of risk factors to both
the Clearing Agent and the Introducing Firm;

     e. The  Introducing  Firm shall  provide to the Clearing  Agent  acceptable
security for the loan amount;

     f. Both the Introducing  Firm and the  acquisition  candidate shall have to
demonstrate  to the Clearing  Agent,  in a manner  satisfactory  to the Clearing
Agent, on-going and future profitability;

     g. The Introducing Firm shall contribute a portion in an amount  acceptable
to the Clearing Agent of its capital to fund the acquisition;

     h.  Financing  by the  Clearing  Agent  must be  approved  by its  Board of
Directors.

6.       Miscellaneous.

     a.  Modification of Agreement.  Except as otherwise  provided herein,  this
Agreement  may be  modified  only in  writing  signed  by both  parties  to this
Agreement.  Such  modification  shall  not be  deemed  a  cancellation  of  this
Agreement.

     b. Assignment. This Agreement shall be binding upon all successors, assigns
or transferees of both parties hereto, irrespective of any change with regard to
the  name of or the  personnel  of the  Introducing  Firm,  Holding  Corp or the
Clearing  Agent.  No  assignment  of this  Agreement  shall be valid  unless the
non-assigning  party  consents to such an assignment  in writing,  such consent,
however,  shall not be  unreasonably  withheld  by either  party.  Neither  this
Agreement nor any operation  hereunder is intended to be, shall not be deemed to
be, and shall not be treated as a general or limited partnership, association or
joint venture or agency relationship between the Introducing Firm, Holding Corp.
and the Clearing Agent.

     c. Change of Control.  In the event of a change in control of the ownership
of the Introducing  Firm,  which shall be defined as (i) a sale or merger of the
Introducing  Firm,  where the Introducing Firm is not the surviving  entity,  or
(ii.) a sale  and/or  transfer  of all or  substantially  all of the  assets  of
Introducing  Firm such sale and/or transfer being outside of the ordinary course
of business of  Introducing  Firm,  the  Clearing  Firm shall have,  in its sole
subjective discretion, the option to consider such event an early termination of
the Clearing  Agreement by the Introducing Firm governed by Section 3(d), above,
which option will expire thirty (30) days  following the effective  date of such
change in control.

     In the event of a change in control of the ownership of the Clearing Agent,
which shall be defined a sale or merger of the Clearing  Agent,  where  Clearing
Agent is not the surviving entity, or in the event that Clearing Agent ceases to
perform  clearing  services,  the  Introducing  Firm  shall  have,  in its  sole
subjective discretion, the option to consider such event an early termination of
the Clearing Agreement by the Clearing Firm which option will expire thirty (30)
days  following  the  effective  date of such  change in  control  or ceasing of
clearing  services.  Upon the exercise of such option by the  Introducing  Firm,
Holding Corp. will pay to the Clearing Agent the unamortized portion of the Cash
Payments at the time of the termination as calculated  pursuant to Section 3(c),
above.

     d. Choice of Law. The  construction  and effect of every  provision of this
Agreement,  the rights of the parties hereunder and any questions arising out of
this  Agreement,  shall  be  subject  to the  statutory  and  common  law of the
Commonwealth of Pennsylvania.

     e. Headings.  The headings preceding the sections hereof have been inserted
for  convenience  and  reference  only and shall not be  construed to affect the
meaning, construction or effect of this Agreement.


<PAGE>



     f. Validity.  If any provision or condition of this Agreement shall be held
to be invalid or unenforceable by any court, such invalidity or unenforceability
shall attach only to such provision or condition.  The validity of the remaining
provisions and conditions shall not be affected thereby and this Agreement shall
be carried out as if any such  invalid or  unenforceable  provision or condition
was not contained herein.

     g. Remedies  Cumulative.  The enumeration herein of specific remedies shall
not be  exclusive  of any other  remedies.  Any delay or failure by any party to
this  Agreement  to  exercise  any  right,  power,  remedy or  privilege  herein
contained,  or now or hereafter  existing under any  applicable  statute or law,
shall not be construed to be a waiver of such right,  power, remedy or privilege
or to limit the exercise of such right, power,  remedy or privilege.  No single,
partial or other exercise of any such right,  power,  remedy or privilege  shall
preclude the further exercise thereof or the exercise of any other right,  power
remedy or privilege.

     h. Notices.  Any notice or request  required or permitted to be given under
this  Agreement  shall  be  sufficient  if in  writing  and  sent  by hand or by
certified mail, in either case, return receipt requested,  to the parties at the
following addresses:

                  As to the Introducing Firm:

                           Mr. William Kurinsky, CFO and COO
                           First Montauk Securities Corp.
                           328 Newman Springs Road
                           Parkway 109 Office Center
                           Red Bank, NJ  07701

                  As to the Clearing Agent:

                           Mr. Lawrence E. Donato, President
                           Fiserv Securities, Inc.
                           One Commerce Square
                           2005 Market Street
                           Philadelphia, PA 19103-3212

                  As to the Holding Corp.:

                           Mr. William Kurinsky, CFO and COO
                           First Montauk Financial Corp.
                           328 Newman Springs Road
                           Parkway 109 Office Center
                           Red Bank, NJ  07701

                  With a copy to:

                           Mr. Scott M. Donnini, VP, General Counsel & Secretary
                           Fiserv Securities, Inc.
                           One Commerce Square
                           2005 Market Street
                           Philadelphia, PA  19103-3212

                           Mr. Paul A. Lieberman-General Counsel
                           First Montauk Securities Corp.
                           Parkway 109 Office Center
                           328 Newman Springs Road
                           Red Bank, NJ  07701

                           Victor J. DiGioia
                           Goldstein & DiGioia, LLP
                           369 Lexington Avenue
                           New York, NY 10017


     IN  WITNESS  WHEREOF,  the  parties  hereto  have  made and  executed  this
Agreement as of the date first herein above set forth.

First Montauk Securities Corp.              Fiserv Securities, Inc.

By: ____________________________            By: _______________________________

Title: _________________________            Title: ____________________________



First Montauk Financial Corp.

By: ____________________________

Title: _________________________


<PAGE>


                                   EXHIBIT "A"



                                             February 1, 2001



Mr. William Kurinsky, CFO and COO
First Montauk Securities Corp.
328 Newman Springs Road
Parkway 109 Office Center
Red Bank, NJ 07701

         Re:     Amendment to the Clearing Agreement

Dear Mr. Kurinsky:

         Pursuant  to the terms of  paragraph  14(b) of the  Clearing  Agreement
entered into between Fiserv Securities,  Inc. and First Montauk Securities Corp.
dated  May 8, 2001  (the  "Agreement"),  this  letter  shall  serve to amend the
Agreement as follows, effective February 1, 2001:


     i. replace the reference to "Financial  Agreement" in Section 11(b)(iv) and
11(c) of the Agreement,  and any other reference to "Financial Agreement" in the
Agreement, with "Amended Financial Agreement."

     ii. replace the reference to "Introducing Firm" in Section 11(b)(vi) of the
Agreement with "Holding Corp."; and

     iii.  change the word "it" in Section  11(c) of the  Agreement  to "Holding
Corp."

         If the terms of this  amendment  meet with your  approval,  please sign
both copies of this letter  where  indicated  and return them to my attention in
the enclosed  self-addressed  stamped envelope.  Upon my receipt, I will execute
and return one copy to you for your records.

         Any questions you may have  regarding this matter can be directed to my
attention at 215-636-3005.

                                             Very truly yours,



                                             Lawrence E. Donato



Accepted this 1st day of February, 2001
First Montauk Securities Corp.


By:
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