FINANCIAL AGREEMENT


         This   Agreement  made  this  8th  day  of  May,  2000  between  Fiserv
Securities,  Inc., ("Clearing Agent"), with offices at One Commerce Square, 2005
Market Street,  Philadelphia,  PA 19103-3212 and First Montauk  Securities Corp.
("Introducing  Firm"),  with  offices at Parkway 109 Office  Center,  328 Newman
Springs Road, Red Bank, NJ 07701.

     WHEREAS,  the Clearing Agent and the Introducing  Firm desire to enter into
an agreement  coterminous with the Clearing  Agreement which provides  financial
and lending considerations separate from the Clearing Agreement;

     WHEREAS, the Clearing Agent desires to enter into a Clearing Agreement with
the Introducing Firm;

     WHEREAS,  the  Introducing  Firm  desires to engage the  Clearing  Agent to
execute  transactions,  extend margin credit, and have custody and possession of
customer securities and to provide the services  contemplated under the Clearing
Agreement;

     WHEREAS,  the Clearing  Agent desires 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;

         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. 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.  The Clearing Agent shall pay the Introducing Firm 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:   Once  the  Clearing   Agreement  is
                         executed,  four million dollars  ($4,000,000)  shall be
                         payable  on  the   conversion   date  of  the  accounts
                         introduced by the Introducing Firm; and

                    ii.  Subsequent Payments:  Three million seven hundred fifty
                         thousand dollars ($3,750,000) shall be payable 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  trade  a day  from  the
                         Introducing Firm for that period.
<PAGE>



               b. Use of Cash Payments.  Use of the Cash Payments,  as set forth
               in  Section  3(a),   above,   from  the  Clearing  Agent  to  the
               Introducing  Firm 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;  and (iv) any other  purpose as mutually
               agreed in writing by the parties hereto.

               c.   Amortization   of  Cash  Payments.   Cash  Payments  to  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,
               Introducing  Firm  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 set forth in Schedule
               "A" attached and incorporated by reference hereto.

     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 Introducing Firm 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
               Introducing  Firm 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;

     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.
<PAGE>



     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 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 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  a sale or  merger  of the
Introducing  Firm, where the Introducing Firm is not the surviving  entity,  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,
Introducing  Firm 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.

     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.
<PAGE>



     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

                  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


                  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: ____________________________