FIRST AMENDMENT TO LEASE, made this 3rd day of March,  1998, by and between
RIVER OFFICE EQUITIES,  a New Jersey  Partnership,  having an address at Parkway
109  Office  Center,  328  Newman  Springs  Road,  Red Bank,  New  Jersey  07701
(hereinafter  referred  to as the  "Landlord");  and FIRST  MONTALTK  SECURITIES
CORP.,  a New York  corporation,  having an office at Parkway 109 Office Center,
328 Newman Springs Road, Red Bank, New Jersey 07701 (hereinafter  referred to as
the "Tenant").

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

     WHEREAS,  the parties hereto have  heretofore  entered into a certain lease
agreement dated March 5, 1997 (hereinafter referred to as the "Master Lease') in
connection  with the  leasing  of 22,762  square  feet of Gross  Rentable  Area,
consisting of the entire third floor of the Building  located on Newman  Springs
Road in the Township of  Middletown,  County of Monmouth and State of New Jersey
(hereinafter referred to as the "Building"); and

     WHEREAS,  the parties  hereto have also  heretofore  entered into a certain
lease  agreement dated January 31, 1996  (hereinafter  referred to as the "1,637
Lease") in  connection  with the  leasing of a portion of the first floor of the
Building  containing  1,637  square  feet of Gross  Rentable  Area  (hereinafter
referred to as the "1,637 Space"); and
   
     WHEREAS,  Landlord and Tenant wish to modify  certain terms and conditions
of the Master Lease to  incorporate  therein,  effective as of Feb@ 1, 1998, the
1,637 Space and certain other space  presently  leased to Tenant (as hereinafter
identified),  and to  provide  for the  payment  of  rent  and  additional  rent
applicable thereto, as hereinafter provided.

     NOW,  THEREFORE,  in  consideration  of the sum of ONE ($1.00) DOLLAR,  and
other good and valuable consideration,  the parties hereto mutually covenant and
agree as follows:

     1. Effective as of February 1, 1998, the Leased Premises shall  incorporate
(a) the 22,762 square feet of Gross Rentable Area originally  leased pursuant to
the Master Lease;  (b) the 1,637 Space;  (c) a portion of the first floor of the
Building  containing  4,493 square feet of Gross  Rentable Area of office space;
and (d) a portion of the second  floor of the Building  containing  3,550 square
feet of Gross Rentable Area of office space.  As a result of the foregoing,  the
aggregate  Gross  Rentable  Area leased by Tenant  pursuant to the @Master Lease
shall be 32,442 square feet,  and Paragraph 2 of the Statement of Facts (on Page
I of the Master  Lease) and Article 1. I of the Master Lease are hereby  amended
and modified accordingly.

     2.  Article  1.3 of the  Master  Lease  is  hereby  modified,  amended  and
supplemented  to provide  that,  effective as of February 1, 1998,  Tenant shall
have the right to use one hundred  fourteen (I 14) parking spaces in lieu of the
seventy-eight (78) parking  spaces as now provided.

     3.  Article  3.1 of the  Master  Lease  is  hereby  modified,  amended  and
supplemented to provide that, effective as of February 1, 1998, Tenant shall pay
Annual Basic Rent and Monthly Basic Rent in the following amounts and manner:

     (a) During the period February 1, 1998,  through November 30, 1998,  Annual
Basic Rent in the amount of SIX HUNDRED THIRTEEN THOUSAND FIFTY SEVEN AND 46/100
($613,057.46)  DOLLARS per annum,  payable in equal monthly  installments in the
amount of FIFTY ONE THOUSAND  EIGHTY EIGHT AND 12/100  ($51,088.12)  DOLLARS per
month; and

     (b) During the period December 1, 1998,  through  January 31, 2005,  Annual
Basic Rent in the amount of SIX HUNDRED TWENTY SEVEN THOUSAND FOUR HUNDRED FORTY
THREE AND  72/100  ($627,443.72)  DOLLARS  per annum,  payable in equal  monthly
installments  in the amount of FIFTY TWO  THOUSAND  TWO  HUNDRED  EIGHTY SIX AND
98/100 ($52,286.98) DOLLARS per month The Monthly Base Rent hereinabove provided
shall be payable in the same  manner as  provided  in Article  3.1 of the Master
Lease.

     4.  Article  4.3 of the  Master  Lease  is  hereby  modified,  amended  and
supplemented  to provide  that,  effective  as of  February  1,  1998,  Tenant's
Percentage shall be 52.13% in lieu of 37% as now provided.

     5.  Article  50 of  the  Master  Lease  is  hereby  modified,  amended  and
supplemented to provide that,  effective as of February 1, 1998, the 1,637 Lease
(as hereinabove defined),  and the terms and conditions thereof, shall be deemed
null  and  void  and  of  no  further  force  and  effect  as a  result  of  the
incorporation of the 1,637 Space as part of the Premises under the Master Lease.

     6.  Article  51.1 of the  Master  Lease is  hereby  modified,  amended  and
supplemented  to  provide  that the  Annual  Basic  Rent to be paid by Tenant to
Landlord  during the six (6) year Renewal Term shall be the sum of SEVEN HUNDRED
SEVENTY EIGHT  THOUSAND SIX HUNDRED EIGHT AND 00/100  ($778,608.00)  DOLLARS per
annum (the "Renewal Rent"),  payable in equal monthly installments in the sum of
SIXTY FOUR THOUSAND EIGHT HUNDRED EIGHTY FOUR AND 00/100  ($64,884.00)  DOLLARS
per month.

     7. Except as hereinabove referred to, all other terms and conditions of the
Master Lease shall remain in full force and effect,  unmodified and  unimpaired,
and shall be applicable to the Leased Premises aggregating 32,442 square feet of
Gross Rentable Area.

     8. This Agreement  shall be binding upon the parties  hereto,  their heirs,
successors and assigns.

     IN WITNESS  WHEREOF,  the parties  hereto have hereunto set their hands and
seals,  or caused  these  presents  to be  executed  by their  proper  corporate
officers and caused their proper  corporate seals to be hereto affixed,  the day
and year first above written.

WITNESS:                                RIVER OFFICE EQUITIES,
                                        a New Jersey Partnership



-------------------------               BY: /s/ Mark Dubrow  
                                          ----------------------------(L.S.)
                                           MARK DUBROW, Partner


ATTEST/WITNESS:                         FIRST MONTAUK SECURITIES CORP.,
                                        a New York corporation



-------------------------               BY: /s/ William J. Kurinsky
                                           -----------------------------
                                           William J. Kurinsky,
                                           Exec. Vice President


STATE OF NEW JERSEY    )              
                       ) SS.:
COUNTY OF MONMOUTH     )


     BE IT  REMEMBERED,  that on this 10th day of March,  1998,  before  me, the
subscriber, a Notary Public of New Jersey, personally appeared MARK DUBROW, who,
I am satisfied, is a Partner of RIVER OFFICE EQUITIES, a New Jersey Partnership,
the Landlord mentioned in the within  Instrument,  and thereupon he acknowledged
that he  signed,  sealed  and  delivered  the  same  as the act and  deed of the
Partnership, for the uses and purposes therein expressed.



                                        ---------------------------------------
                                    

                          
STATE OF NEW JERSEY)
                   ) SS.:
COUNTY OF MONMOUTH )


     BE IT REMEMBERED, that on this 25th day of February, 1998, before me, the
subscriber,  a Notary  Public of New  Jersey,  personally  appeared  William  J.
Kurinsky who, I am satisfied,  is the person who signed the within Instrument as
Executive  Vice  President  of  FIRST  MONTAUK  SECURITIES  CORP.,  a  New  York
corporation,  the Tenant named therein,  and he thereupon  acknowledged that the
said  instrument made by the corporation and sealed with its corporate seal, was
signed,  sealed with the corporate seal and delivered by him as such officer and
is the  voluntary act and deed of the  corporation,  made by virtue of authority
from its Board of Directors.


                                             ---------------------------------





   

                            FIRST AMENDMENT TO LEASE





                                 BY AND BETWEEN:


                             RIVER OFFICE EQUITIES,
                            a New Jersey Partnership

                                   "Landlord"


                                      -and-


                         FIRST MONTAUK SECURITIES CORP.,
                             a New York corporation

                                    "Tenant"




                                   DATED: 1998


                                   LAW OFFICES

                        EPSTEIN, EPSTEIN, BROWN & BOSEK,
                           A Professional Corporation
                             245 Green Village Road
                                  P. 0. Box 901
                     Chatham Township, New Jersey 07928-0901
                                 (973-593-4900)

                              HHB: Ffle #11684-210