Exhibit 10.12

                          INSTRUMENT OF AMENDMENT



         INSTRUMENT OF AMENDMENT dated March 18, 1998 (the "Amendment"),
between NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. (the
"Association") and FRANK G. ZARB ("Zarb") to the employment agreement
effective on February 24, 1997, 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 Association and Zarb desire to amend the Employment
Agreement to provide Zarb with certain post-retirement benefits in exchange
for his agreement to provide certain post-retirement consulting services.

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

         1.     Paragraph 5 of the Employment Agreement is hereby amended
                by designating the existing substantive provision therein
                as subparagraph (a), and by adding new subparagraphs (b),
                (c) and (d) therein to read 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 and (ii) appropriate
                         office and secretarial services; 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.

                                 (c) Upon completion of the Term and in
                         consideration of the Association's agreement to
                         provide the benefits described in subparagraph (b)
                         above, Zarb agrees to make himself available for a
                         period of three years thereafter upon reasonable
                         prior notice to provide consulting services to the
                         Chief Executive Officer of the Association on
                         matters relating to the nature and scope of his
                         duties during the Term; provided, however, that in
                         no event shall Zarb be required to provide such
                         consulting services for more than 100 hours during
                         any 12 month period (including travel time
                         associated with such consulting services).


                                 (d) Notwithstanding the foregoing, the
                         obligations of the Association and Zarb under
                         subparagraphs (b) and (c) above shall cease prior
                         to the end of the three year period reflected in
                         subparagraph (c) if Zarb commences employment with
                         another employer (or if Zarb becomes re-employed
                         by the Association)."

         2.     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 thereof.

         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 on March 18, 1998.


                                             NATIONAL ASSOCIATION OF SECURITIES
                                                 DEALERS, INC.




                                             By
                                                --------------------------
                                                Chairman of the Management
                                                Compensation Committee

-----------------------
Date


                                            (Corporate Seal)





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