Exhibit 10.14

                          INSTRUMENT OF AMENDMENT



         INSTRUMENT OF AMENDMENT dated March 30, 2000 (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, as amended effective March 18, 1998, and
subsequently amended in May, 1999, 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 intended Paragraph 14 of the
Employment Agreement to permit Zarb to participate in the Association's
post-retirement medical, dental, and vision benefits upon Zarb's retirement
or termination of employment for any reason regardless of Zarb's years of
service with the Association upon such retirement or termination;

         WHEREAS, Paragraph 10 of the Employment Agreement provides that
the Association shall reimburse Zarb for certain expenses incurred in
connection with a transfer of Zarb's principal residence from the
Washington D.C., metropolitan area to the New York City metropolitan area;
and

         WHEREAS, the Association and Zarb wish to modify the Employment
Agreement in order to more clearly express the intention to provide Zarb
with post-retirement medical, dental and vision benefits and to provide
that the Association shall reimburse Zarb for airfare expenses incurred by
Zarb and Zarb's spouse in connection with locating and establishing a
principal residence in the New York City metropolitan area.

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

         1.       Paragraph 14 of the Employment Agreement is hereby
                  amended by designating the existing substantive provision
                  therein as subparagraph (a), and by adding new
                  subparagraph (b) to read as follows:

                                 "(b) Upon Zarb's retirement or termination
                         of employment with the Association for any reason
                         and regardless of Zarb's years of service with the
                         Association upon such retirement or termination,
                         provided Zarb pays the full cost of coverage for
                         himself and any eligible dependents and provided
                         that Zarb was participating in one of the
                         Association's medical plans at such time, Zarb
                         shall be entitled to receive the following: (i)
                         medical coverage under the CIGNA Super 65 Plan (or
                         a successor plan); (ii) if Zarb participates in a
                         dental plan at retirement or termination,
                         continuation of coverage under such dental plan
                         for a period of 18 months; and (iii) if Zarb
                         participates in a vision plan at retirement or
                         termination, continuation of coverage under such
                         vision plan for a period of 18 months."

         2.       The first sentence of Paragraph 10(b) of the Employment
                  Agreement is hereby amended 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
                         Employment 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) airfare
                         expenses incurred by Zarb and Zarb's spouse in
                         connection with locating and establishing his
                         principal residence in the New York City
                         metropolitan area; (iii) 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 (iv)
                         the cost of an appropriate efficiency apartment in
                         the Washington D.C., metropolitan area during the
                         remaining Term."

         3.       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 30, 2000.


                                            NATIONAL ASSOCIATION OF SECURITIES
                                            DEALERS, INC.




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



                                           (Corporate Seal)





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Date                                        Frank G. Zarb