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                     FIRST AMENDMENT TO EMPLOYMENT AGREEMENT


         This First Amendment, dated as of January 30, 2003 (the "Amendment"),
to Employment Agreement entered into as of January 14, 2003 by and between M.H.
MEYERSON & CO., INC., a New Jersey corporation ("MHM" or "Employer"), with
offices located at Newport Office Tower, 525 Washington Boulevard, 34th Floor,
Jersey City, New Jersey 07310, and JOHN P. LEIGHTON, residing at 180 Nassau
Blvd., Garden City, New York 11530 ("Employee").

                                    Recitals
                                    --------

         A.   As of January 14, 2003, the parties executed an Employment
Agreement (the "Agreement") pursuant to which Employer retained Employee as the
Chief Executive Officer of Employer.

         B.   The parties have agreed to make certain adjustments to the form
and amount of compensation to be paid to Employee pursuant to the Agreement.

         C.   The parties now desire to amend the Agreement to reflect the
foregoing as hereinafter set forth.

                                    Agreement
                                    ---------

         In consideration of the agreements contained herein, the parties hereto
hereby agree as follows:

         Section 1.   Definitions. All capitalized terms not otherwise defined
herein shall have the meanings set forth in the Agreement.

         Section 2.   Amendments.


         (a)  Section 4(c) of the Agreement is amended by deleting the words
"twelve and one- half (12.5%) percent" in the third line thereof and inserting
the words "eleven (11%) percent" in their stead.

         (b)  Section 4(f) of the Agreement is amended by inserting the
following text as the third, fourth and fifth sentences thereof:

              "Effective January 30, 2003, Employer is issuing to Employee an
              additional three hundred seventy-five thousand (375,000) shares
              of Common Stock (the "Additional Shares"). The Additional Shares
              are unregistered and fully vested as of January 30, 2003. The
              Shares and the Additional Shares are collectively referred to as
              the "Shares".

         (c)  Section 4(g) of the Agreement is deleted in its entirety.

         (d)  Section 4(i) of the Agreement is amended by deleting the text
thereof in its entirety and inserting the following language in its stead:

         "(i) Employer agrees, after obtaining the shareholder approval referred
         to in subclause (h) above, to promptly file a Registration Statement on
         Form S-3 (or if Form S-3 is not


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         available, on Form S-1 or Form SB-2, if available) for resale of the
         shares of Common Stock issuable upon exercise of the Warrants."

         (e)  Section 4(j) of the Agreement is amended by deleting the words
"Options and" in the eighth line thereof.

         Section 3.   Effect of Amendments. Except as expressly stated herein,
the Agreement is and shall be unchanged and remain in full force and effect.
Except as specifically stated herein, the execution and delivery of this
Amendment shall in no way release, harm or diminish, impair, reduce or otherwise
affect, the respective obligations and liabilities under the Agreement, all of
which shall continue in full force and effect.

         Section 4.   Miscellaneous. This Amendment is a contract made under and
shall be construed in accordance with and governed by the laws of the state of
New Jersey. This Amendment shall benefit and bind the parties hereto and their
respective assigns, successors and legal representatives. This Amendment may be
executed in two or more counterparts, and it shall not be necessary that the
signatures of all parties hereto be contained on any one counterpart hereof;
each counterpart shall be deemed an original, but all of which together shall
constitute one and the same instrument. All titles or headings to the sections
or other divisions of this Amendment are only for the convenience of the parties
and shall not be construed to have any effect or meaning with respect to the
other content of such sections, subsections or the divisions, such other content
being controlling as to the agreement between the parties hereto.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date first above written.


                                        M.H. MEYERSON & CO., INC.


                                        By:  /s/ Martin H. Meyerson
                                           ------------------------
                                             Martin H. Meyerson
                                             Co-Chairman


                                             /s/ John P. Leighton
                                        ------------------------
                                             John P. Leighton