Exhibit 10.13

                          INSTRUMENT OF AMENDMENT



         INSTRUMENT OF AMENDMENT dated as of August 20, 1999, between
NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. (the "Association") and
FRANK G. ZARB ("Zarb") to the employment agreement effective on February
24, 1997, as amended effective March 18, 1998, between the Association and
Zarb (the "Employment Agreement").


                            W I T N E S S E T H:
                            - - - - - - - - - -


         WHEREAS, the Association and Zarb have entered into the Employment
Agreement;

         WHEREAS, Paragraph 26 of the Employment Agreement provides that
the Employment Agreement may be amended by the mutual consent of the
parties which consent must be evidenced by a document executed with the
same formality as the Employment Agreement;

         WHEREAS, the Employment Agreement will continue in effect until
February 24, 2000, unless earlier terminated in accordance with its terms;

         WHEREAS, Paragraph 4 of the Employment Agreement provides that the
Employment Agreement may be extended beyond such stated term by written
agreement of Zarb and the Association; and

         WHEREAS, the Association and Zarb desire to amend the Employment
Agreement to extend the Employment Agreement for one year beyond such
stated term to allow the Association to select and appoint an individual to
succeed Zarb as its President and Chief Executive Officer and to provide a
transition period for such succession, and, in addition, to amend the
Employment Agreement as otherwise provided herein.

         NOW, THEREFORE, it is agreed that the Employment Agreement shall
be and the same hereby is amended in the following manner:

         1.       Paragraph 1 of the Employment Agreement is amended by
                  deleting the first two sentences thereof and substituting
                  the following in lieu thereof:

                      "Until this Agreement is terminated as hereinafter
                      provided, the Association shall employ Zarb, and Zarb
                      shall serve as an employee of the Association, in the
                      capacity of its President and Chief Executive
                      Officer, provided, however, that, effective April 10,
                      1997, Zarb shall be the Association's President,
                      Chairman and Chief Executive Officer, and, effective
                      January 22, 1998, Zarb shall be the Association's
                      Chairman and Chief Executive Officer. During the
                      period of his employment hereunder, Zarb shall
                      perform the usual duties to be performed by one
                      holding such offices, and Zarb shall perform such
                      other management duties and responsibilities
                      reasonably related to such offices as may be assigned
                      to him from time to time by the Board of Governors or
                      the Executive Committee of the Association."


         2.       Paragraph 1 of the Employment Agreement is further
                  amended by designating the existing substantive provision
                  thereof as subparagraph (a) and by adding a new
                  subparagraph (b) thereof to read in its entirety as
                  follows:

                                    "(b) The foregoing subparagraph (a) of
                      this Paragraph 1 to the contrary notwithstanding,
                      Zarb shall relinquish his duties or positions as
                      Chairman and Chief Executive Officer of the
                      Association during the Additional Term (as
                      hereinafter defined) if, his successor being duly
                      appointed, the Association and Zarb mutually
                      determine that such relinquishment may facilitate his
                      successor's transition to such office; however, such
                      relinquishment shall not be considered a termination
                      of the Term and shall have no effect on the
                      Association's obligation to continue to pay and
                      provide Zarb the compensation and benefits otherwise
                      provided for in this Agreement for the remainder of
                      the Term. Zarb agrees to make himself available for
                      the balance of the Term upon reasonable prior notice
                      to provide consulting services to the Association on
                      matters relating to the nature and scope of his
                      duties prior to relinquishment of his duties or
                      positions pursuant to this Paragraph 1(b)."


         3.       Paragraph 2 of the Employment Agreement is amended by
                  designating the existing substantive provision thereof as
                  subparagraph (a) and by adding new subparagraph (b)
                  thereof to read in its entirety as follows:

                                    "(b) Notwithstanding any provision of
                      subparagraph (a) of this Paragraph 2 to the contrary,
                      during the Additional Term, the aggregate annual base
                      salary and incentive compensation paid to Zarb by the
                      Association shall not be less than such aggregate
                      annual amount paid to Zarb for the second or third
                      year of the Initial Term, whichever was greater."


         4.       Paragraph 3 of the Employment Agreement is amended by
                  deleting so much of such paragraph as precedes
                  subparagraph (a) thereof and substituting the following
                  in lieu thereof:

                      "This Agreement shall continue in effect for an
                      initial term of three (3) years from the Effective
                      Date (the "Initial Term") and for an additional one
                      (1) year commencing immediately upon the close of the
                      Initial Term (the "Additional Term"), and the Initial
                      Term together with the Additional Term shall be
                      referred to herein as the "Term," subject to earlier
                      termination in one of the following ways:"


         5.       Subparagraph (a) of Paragraph 5 of the Employment
                  Agreement is amended to read, in its entirety, as
                  follows:

                                    "(a) Zarb shall be a "Grandfathered
                      Participant" in the National Association of
                      Securities Dealers, Inc. Supplemental Executive
                      Retirement Plan (the "Supplemental Retirement Plan")
                      (capitalized terms used in this Paragraph 5(a), but
                      not otherwise defined in this Agreement shall have
                      the meanings given such terms in the Supplemental
                      Retirement Plan). Upon completion of the Initial Term
                      or as otherwise provided in Paragraph 6 or 7, Zarb
                      shall be entitled to a Retirement Benefit, as if he
                      has fully satisfied the Supplemental Retirement
                      Plan's eligibility and vesting requirements for a
                      full Retirement Benefit. Such Retirement Benefit
                      shall be equal to six percent (6%) of Zarb's Final
                      Average Compensation multiplied by the number of
                      Years of Service attained by Zarb upon his
                      termination of employment hereunder, less any vested
                      benefit that he accrued under the NASD Retirement
                      Plan. Zarb's Final Average Compensation, for purposes
                      of the Supplemental Retirement Plan, shall be
                      computed for the entire period of his actual service
                      with the Association. Notwithstanding the foregoing
                      to the contrary, Zarb's Retirement Benefit as
                      aforesaid shall not be less than the supplemental
                      retirement benefit to which he would have been
                      entitled upon his termination of employment under the
                      terms of this Agreement as in effect immediately
                      following the amendment of this Agreement dated March
                      18, 1998. Except as otherwise provided in Paragraph 6
                      or 7, Zarb shall not be entitled to receive any
                      Retirement Benefit under this Paragraph 5(a) if his
                      employment with the Association terminates prior to
                      his completion of the Initial Term. The Association
                      shall pay the Retirement Benefit to Zarb in a
                      lump-sum within fifteen (15) days after Zarb's
                      termination of employment hereunder or at such other
                      time as provided in Paragraph 6 or 7."


         6.       Subparagraph (b) of Paragraph 5 of the Employment
                  Agreement is amended to read, in its entirety, as
                  follows:

                                    "(b) Upon completion of the Term, Zarb
                      shall be entitled to receive at the Association's
                      expense for a period of three years thereafter (i)
                      the full-time and exclusive use of an automobile of
                      his choice and driver, (ii) appropriate office and
                      secretarial services and (iii) payment or
                      reimbursement of dues, initiation and other fees and
                      charges for various clubs in the New York City and/or
                      Washington, D.C., metropolitan areas upon
                      presentation of appropriate receipts or other
                      documentation (in the case of this clause (iii), not
                      exceeding $20,000 for any year); provided that Zarb's
                      receipt of the benefits described in this
                      subparagraph (b) shall be contingent upon his
                      satisfaction of the consulting duties set forth in
                      subparagraph (c) below."


         7.       Clause (iii) of the first sentence of Paragraph 6 of the
                  Employment Agreement is amended to read, in its entirety,
                  as follows:

                      "(iii) the Retirement Benefit described in Paragraph
                      5 accrued to the date of termination (taking into
                      account the provisions of the Supplemental Retirement
                      Plan applicable to a participant's death but
                      disregarding the portion of the Term following the
                      date of Zarb's death);"


         8.       Clause (iii) of the second sentence of Paragraph 6 of the
                  Employment Agreement is amended to read, in its entirety,
                  as follows:

                      "(iii) the Retirement Benefit described in Paragraph
                      5 accrued to the date of termination (disregarding
                      the portion of the Term following the date of Zarb's
                      termination);"


         9.       Paragraph 7(a) of the Employment Agreement is amended by
                  substituting "Retirement Benefit" for "supplemental
                  retirement benefit" where the latter appears in clause
                  (iii) of the first sentence thereof.


         10.      Paragraph 9 of the Employment Agreement is amended by
                  deleting the substantive provisions thereof in their
                  entirety and substituting "Not used." in lieu thereof.

         11.      Paragraph 10 of the Employment Agreement is amended by
                  designating the existing substantive provision thereof as
                  subparagraph (a) and by adding a new subparagraph (b)
                  thereof to read in its entirety as follows:

                                    "(b) If Zarb transfers his principal
                      residence from the Washington, D.C., metropolitan
                      area to the New York City metropolitan area in
                      connection with his employment under this Agreement,
                      the Association shall reimburse Zarb for: (i) moving
                      expenses (within the meaning of Section 217(b) of the
                      Internal Revenue Code) incurred in connection with
                      such establishment of his principal residence in the
                      New York City metropolitan area; (ii) to ensure his
                      personal safety, the cost of installing a home
                      security system in such residence (if recommended by
                      an independent security study and provided that such
                      reimbursement shall not exceed $10,000); and (iii)
                      the cost of an appropriate efficiency apartment in
                      the Washington, D.C., metropolitan area during the
                      remaining Term. If, in connection with the
                      establishment of such residence and within the first
                      six (6) months following transfer of his employment
                      under this Agreement from the Washington, D.C.,
                      metropolitan area to the New York City metropolitan
                      area, Zarb offers his Washington, D.C., metropolitan
                      area residence for sale on the general real estate
                      market, the Association shall provide for the
                      purchase or sale of such residence at an amount equal
                      to 100-percent of its fair market value (as
                      determined in accordance with customary appraisal and
                      timing standards for such transactions by one or more
                      appraisers approved by the Association and reasonably
                      acceptable to Zarb)."


         12.    All of the terms and conditions of the Employment Agreement
                as amended by this Instrument of Amendment shall remain in
                full force and effect throughout the term of the Employment
                Agreement, as extended hereby.


                  IN WITNESS WHEREOF, the corporate party hereto has caused
this Instrument of Amendment to be duly executed and delivered on the date
indicated below, and the individual party hereto has executed and delivered
this Instrument of Amendment on the date indicated below, effective for all
purposes as of August 20, 1999.


                                           NATIONAL ASSOCIATION OF SECURITIES
                                           DEALERS, INC.



                                           By
                                             ---------------------------
                                             Chairman of the Management
-----------------------                      Compensation Committee
Date
                                           Compensation Committee
                                           (Corporate Seal)




---------------------                      -------------------------------
Date                                       Frank G. Zarb