EMPLOYMENT AGREEMENT

         AGREEMENT  made and entered into on the 9th day of April , 1999, by and
between SIEBERT  FINANCIAL  CORP., a New York  corporation with an office in New
York, New York (the "Company"), and DAN JACOBSON, a resident of the State of New
York ("Mr. Jacobson").

         1. EMPLOYMENT.  The Company will employ Mr. Jacobson,  and Mr. Jacobson
will be employed by the Company, upon the terms and conditions set forth in this
Agreement.

         2. TERM OF EMPLOYMENT. The term of Mr. Jacobson's employment under this
Agreement  will begin on the date  hereof and will  continue  through  April 30,
2002. On each May 1 (beginning with May 1, 2000) prior to the termination of Mr.
Jacobson's  employment  under  Section  7,  the  term  will be  extended  by one
additional year.

         3. POSITION, DUTIES AND RESPONSIBILITIES.  On May 3, 1999, Mr. Jacobson
will begin serving as a full-time senior  executive  officer of the Company with
the title of  Vice-Chair.  As soon as  practicable  after the date  hereof,  Mr.
Jacobson  will be  appointed  to  serve as a member  of the  Company's  Board of
Directors ("Board"). Mr. Jacobson will report directly to, and will perform such
duties  consistent  with  his  position  as  are  assigned  to him by and at the
discretion  of, the Company's  Chair or the Board.  The duties to be assigned to
Mr.  Jacobson  under  this  Agreement  may  cover any  aspect  of the  Company's
business,  including,  for example,  matters relating to acquisitions,  contract
negotiation, operations planning and structure, strategic planning for Internet,
general business  coordination,  management,  coordination and prioritization of
projects,  administrative  supervision,  business and financial  reporting,  and
compensation  planning and  negotiation.  Mr.  Jacobson's  compensation  will be
subject to annual  review by the  Compensation  Committee  of the Board.  At the
request of the Chair or the Board,  Mr.  Jacobson  will serve as a member of the
Executive  Committee  of  the  Board,  and as an  officer  and  director  of the
Company's subsidiaries and other affiliates without additional compensation. Mr.
Jacobson  will be a  full-time  employee  of the  Company;  however,  subject to
Company policies and industry  standards,  Mr. Jacobson may engage in incidental
personal, charitable,  professional and investment activities to the extent such
activities do not conflict or interfere with his  obligations to, or his ability
to perform the duties of his employment by, the Company hereunder.

         4. ANNUAL COMPENSATION.  The Company will pay salary to Mr. Jacobson at
an annual rate of $185,000 in accordance with its regular payroll practices. The
Board,  acting in its discretion,  may award bonuses to Mr.  Jacobson,  applying
standards  substantially  similar  to those used with  respect  to other  senior
officers of the Company (other than the Chair). Mr. Jacobson's compensation will
be subject to annual review by the Compensation  Committee of the Board pursuant
to paragraph 3 above.  The Board may increase  (but may not decrease) the annual
rate of Mr. Jacobson's salary in effect at any time.

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         5. EMPLOYEE  BENEFITS.  Mr. Jacobson will be entitled to participate in
such qualified and nonqualified  employee  pension plans,  stock option or other
equity  compensation  plans,  group health,  long term disability and group life
insurance plans,  and any other welfare and fringe benefit plans,  arrangements,
programs and  perquisites  sponsored or  maintained  by the Company from time to
time for the benefit of its senior executive employees  generally.  Mr. Jacobson
will be entitled to receive a special  stock  option  grant under the  Company's
1997 Stock Option Plan for 20,000 shares of Company common stock, vesting in 20%
increments at the end of each of the first five years following the date hereof,
at the current fair market value exercise price  prescribed by said Stock Option
Plan.  A stock  option  agreement  evidencing  the 20,000  share  option  grant,
substantially  in the form that is  customarily  used under the Company's  stock
option plan, will be presented to Mr.  Jacobson  promptly after the execution of
this Agreement.

         6.  REIMBURSEMENT OF BUSINESS  EXPENSES.  Mr. Jacobson is authorized to
incur reasonable expenses in carrying out his duties and responsibilities  under
this  Agreement,  and the  Company  will  promptly  reimburse  him for all  such
expenses  that are so incurred  upon  presentation  of  appropriate  vouchers or
receipts,  subject to the Company's expense reimbursement policies applicable to
senior executive officers generally.

         7.   TERMINATION OF EMPLOYMENT.

         (a) DEATH. If Mr.  Jacobson's  employment  with the Company  terminates
before the end of the term by reason of his death,  then, as soon as practicable
thereafter,  the Company  will pay to his estate an amount equal to his "Accrued
Compensation"  (defined  below).  For the purposes of this  Agreement,  the term
"Accrued  Compensation"  means,  as of any date, the amount of any unpaid salary
earned by Mr.  Jacobson  through that date,  plus any additional  amounts and/or
benefits payable in accordance with the provisions of any employee plan, program
or  arrangement  under which Mr.  Jacobson is covered  immediately  prior to his
death.

         (b) DISABILITY.  If the Company terminates Mr. Jacobson's employment by
reason of Mr. Jacobson's "disability" (defined below), then Mr. Jacobson will be
entitled to (1) his Accrued  Compensation  through  his  employment  termination
date, (2) continuing  salary  payments for one year,  reduced by the amount,  if
any,  of long term  disability  income  payments to which Mr.  Jacobson  becomes
entitled, and (3) continuing participation in the Company's group health plan(s)
at the same benefit level at which he and his covered dependent(s)  participated
immediately  before the  termination  of his employment for a period of at least
one year after such termination or, if longer,  for the balance remaining in the
then  current  term of  this  Agreement  at the  time  of  such  termination  of
employment,  and, thereafter,  for such additional continuation period as may be
available  under COBRA.  For purposes of this Agreement,  the term  "disability"
shall have the same meaning  ascribed thereto for purposes of the Company's long
term disability plan or, if there is no such plan, the inability of Mr. Jacobson
to substantially  perform the customary duties of his employment for the Company
for a period of at least 120 consecutive  days by reason of a physical or mental
incapacity which is expected to last indefinitely, or result in death.

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         (c)  TERMINATION  BY THE COMPANY FOR CAUSE OR VOLUNTARY  TERMINATION BY
MR. JACOBSON.  If the Company  terminates Mr. Jacobson's  employment for "Cause"
(defined below) or if Mr. Jacobson terminates his employment voluntarily,  then,
in either of such events,  Mr.  Jacobson will be entitled to receive his Accrued
Compensation through the date his employment  terminates,  and nothing more. For
the purposes  hereof,  the term  "Cause"means  (1) the  commission  of an act of
dishonesty  or other  misconduct  for  substantial  personal  enrichment  to the
material  detriment or expense of the Company or any of its affiliates,  (2) the
commission of a felony or other indictable offense involving fraud,  dishonesty,
deceit, theft embezzlement,  obtaining property under false pretenses or similar
acts of  misconduct,  (3) a willful  violation  of Company  policy  which is not
remedied or discontinued  within 30 days' written notice thereof by the Company,
(4) an act which causes substantial harm to the ability of the Company or of any
of its  affiliates  to conduct its  business by reason of Mr.  Jacobson's  being
named as a defendant in an  injunctive  action  brought by a  regulatory  agency
alleging  violation of applicable  securities law, (5) any other willful conduct
or misconduct which causes substantial harm to the reputation or business of the
Company or any of its affiliates,  or (6) wilful and repeated failure or refusal
by Mr. Jacobson to carry out the duties and  responsibilities  of his employment
which,  if curable,  is not cured within 30 days after receipt of written notice
by the Company.

         (d)  TERMINATION  BY THE  COMPANY  WITHOUT  CAUSE.  If  Mr.  Jacobson's
employment is terminated by the Company without Cause, then Mr. Jacobson will be
entitled to receive (1) Accrued  Compensation  through the termination date; (2)
continued  salary for the Severance  Term (defined  below) at his annual rate of
salary in effect  immediately  prior to the termination  date; and (3) continued
participation  in the Company's group health plan(s) during the Severance Period
or cash payments equal to the premium cost of such coverage if and to the extent
he cannot be covered under the  Company's  plan by reason of his no longer being
an active employee,  subject to such additional  continuation coverage as may be
available under COBRA. For the purposes hereof,  the term Severance Period means
three  years if Mr.  Jacobson's  employment  ends within two years from the date
hereof,  two years if Mr. Jacobson's  employment ends more than two but not more
than four years from the date hereof, and one year if Mr. Jacobson's  employment
ends more than four years from the date hereof.

         (e) CHANGE IN CONTROL.  A voluntary  termination  of  employment by Mr.
Jacobson will be deemed to be a termination of Mr. Jacobson's  employment by the
Company  without  Cause for the  purposes of this  Agreement  if such  voluntary
termination occurs within six months after the occurrence of a Change in Control
(as defined below).  For the purposes hereof, the term "Change in Control" means
any  transaction or series of related  transactions  which,  upon  consummation,
results in a change of ownership,  directly or  indirectly,  of more than 50% of
the voting control and value of the Company and its businesses and in Ms. Muriel
Siebert's  not serving as the Chair or a co-Chair of the  Company.  Transfers of
Company  stock by the  Chair  to one or more  entities  controlled  by her or to
members of her family (or trusts for the  benefit of any  members of her family)
or to the  Muriel F.  Siebert  Foundation  will be  disregarded  in  determining
whether a Change in Control has occurred.

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         (e)  MITIGATION.  In the  event of the  termination  of Mr.  Jacobson's
employment  by the  Company  without  Cause,  Mr.  Jacobson  shall  be  under no
obligation  to  seek  other  employment  in  order  to  mitigate  the  Company's
obligations under subparagraph (d) of this paragraph 7; provided,  however, that
amounts  due Mr.  Jacobson  under said  subparagraph  (d) shall be offset by any
remuneration  attributable  to any subsequent  employment  that Mr. Jacobson may
obtain.

         8.       RESTRICTIVE COVENANTS.

                  (a)  NONDISCLOSURE OF CONFIDENTIAL  INFORMATION.  Mr. Jacobson
acknowledges that, during the course of his employment  hereunder,  he will have
access  to  confidential  and  proprietary  information,   documents  and  other
materials  relating  to the  Company  which are not  generally  known to persons
outside the Company  (whether  conceived or developed by Mr. Jacobson or others)
and  confidential  information,  documents and other materials  entrusted to the
Company by third parties, including, without limitation,  financial information,
trade  secrets,  techniques,  know-how,  marketing  and  other  business  plans,
customer  lists,   data,   strategies  and  forecasts,   and  the  substance  of
arrangements and agreements with customers,  suppliers and others (collectively,
"Confidential  Information").  Information  known by Mr.  Jacobson  prior to his
employment   with  the  Company  will  not  be  considered  to  be  Confidential
Information  hereunder.  Any Confidential  Information conceived or developed by
Mr. Jacobson during the period of his employment will be the exclusive  property
of the Company.  Except as specifically  authorized by the Company, Mr. Jacobson
will not  (during  or after  his  employment  hereunder)  disclose  Confidential
Information to any third person, firm or entity or use Confidential  Information
for his own  purposes  or for the  benefit of any third  person,  firm or entity
other than (1) as may be legally  required in response to any summons,  order or
subpoena  issued  by  a  court  or  governmental  agency,  or  (2)  Confidential
Information  which is or becomes  available to the general public through no act
or failure to act by Mr. Jacobson.

                  (b) COMPANY DOCUMENTS. Upon the termination of his employment,
Mr.  Jacobson  will deliver to the Company all  documents  in whatever  form and
other tangible property  containing  Confidential  Information which are then in
his possession or control.

                  (c)  NON-SOLICITATION.  During  employment and for a period of
one year  after  the  termination  of his  employment,  Mr.  Jacobson  will not,
directly or indirectly,  solicit,  induce or otherwise  attempt to influence any
employee of the Company or any  subsidiary or other  affiliate  thereof to leave
employment therewith.

                  (d)  REMEDIES.  Mr.  Jacobson  acknowledges  and  agrees  that
damages in an action at law for breach of any of the  provisions of this Section
will be difficult to  determine  and will not afford a full and adequate  remedy
and,  therefore,  agrees that the Company,  in addition to seeking damages in an
action  at law,  may  seek  specific  performance  and such  equitable  or other
remedies as may be  available  for breach of this  Section,  including,  without
limitation,  the issuance of a temporary or  permanent  injunction,  without the
necessity of a bond.

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                  (e)  SURVIVAL.  The  obligations  set forth in this  Section 8
shall survive the termination of Mr. Jacobson's employment.

         9. LITIGATION ASSISTANCE. Mr. Jacobson will cooperate with the Company,
during  the term of his  employment  and  thereafter  (including  following  Mr.
Jacobson's  termination  of  employment  for  any  reason),  by  making  himself
reasonably  available to testify on behalf of the Company or any  subsidiary  or
affiliate of the Company in any action,  suit,  or  proceeding,  whether  civil,
criminal, administrative, or investigative, and to reasonably assist the Company
or any such  subsidiary or affiliate in any such action,  suit, or proceeding by
providing  information  and  meeting  and  consulting  with  the  Board  or  its
representatives or counsel,  or representatives or counsel to the Company or any
such subsidiary or affiliate, as reasonably requested;  PROVIDED,  HOWEVER, that
the same  does not  materially  interfere  with  his then  current  professional
activities.  The Company will reimburse Mr. Jacobson, on an after-tax basis, for
all expenses  reasonably  incurred by him in  connection  with his  provision of
testimony or assistance.

         10.  INDEMNIFICATION.  To the extent  permitted by its  Certificate  of
Incorporation  and By-laws  and  subject to  applicable  law,  the Company  will
indemnify,  defend and hold Mr.  Jacobson  harmless  from and against any claim,
liability  or expense  (including  reasonable  attorneys'  fees) made against or
incurred by Mr.  Jacobson as a result of his employment  with the Company or any
subsidiary or other affiliate of the Company, including service as an officer or
director of the Company or any subsidiary or other affiliate of the Company.

         11. ASSIGNMENT; BINDING NATURE. The services and duties to be performed
by Mr. Jacobson  hereunder are personal and may not be assigned.  This Agreement
shall be binding  upon and inure to the benefit of the Company,  its  successors
and assigns and Mr. Jacobson and his heirs and representatives.

         12. NO IMPEDIMENT TO AGREEMENT.  Mr. Jacobson covenants that he is not,
as of the date  hereof,  and will not be,  during the  period of his  employment
hereunder,  employed under contract,  oral or written, by any other person, firm
or  entity,  and is not and will not be bound  by the  provisions  of any  other
restrictive covenant or confidentiality agreement, and is not aware of any other
circumstance or condition (legal, health or otherwise) which would constitute an
impediment to, or restriction upon, his ability to enter into this Agreement and
to perform the duties and  responsibilities  of his  employment  hereunder.  Mr.
Jacobson  will  comply  with any  applicable  registration  or other  regulatory
requirements  that may be  imposed in  connection  with the  performance  of his
duties under this Agreement.

         13. AMENDMENT OR WAIVER.  No provision in this Agreement may be amended
unless such amendment is agreed to in writing and signed by Mr.  Jacobson and an
authorized  officer  of the  Company.  Except as set forth  herein,  no delay or
omission  to  exercise  any right,  power or remedy  accruing to any party shall
impair any such right,  power or remedy or shall be  construed to be a waiver of
or an acquiescence to any breach hereof. No waiver by either party of any breach
by the

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other party of any  condition  or provision  contained  in this  Agreement to be
performed  by such  other  party  shall  be  deemed  a waiver  of a  similar  or
dissimilar  condition or provision at the same or any prior or subsequent  time.
Any  waiver  must be in  writing  and signed by Mr.  Jacobson  or an  authorized
officer of the Company, as the case may be.

         14.  SEVERABILITY.  In the event that any  provision or portion of this
Agreement shall be determined to be invalid or unenforceable  for any reason, in
whole or in part, the remaining provisions of this Agreement shall be unaffected
thereby  and  shall  remain  in full  force and  effect  to the  fullest  extent
permitted by law.

         15. SURVIVORSHIP.  The respective rights and obligations of the parties
hereunder  shall survive any  termination  of Mr.  Jacobson's  employment to the
extent necessary to the intended preservation of such rights and obligations.

         16.  GOVERNING LAW. This  Agreement  shall be governed by and construed
and interpreted in accordance  with the laws of [New York] without  reference to
principles of conflict of laws.

         17. NOTICES.  Any notice given to a party shall be in writing and shall
be deemed to have been given when  delivered  personally or sent by certified or
registered mail, postage prepaid,  return receipt requested,  or express mail to
the recipient at his or its last known address.

         18. ENTIRE AGREEMENT.  This Agreement contains the entire understanding
and  agreement  between the parties  concerning  the subject  matter  hereof and
supersedes all prior agreements,  understandings,  discussions, negotiations and
undertakings, whether written or oral, between the parties with respect thereto.

         IN WITNESS WHEREOF, the undersigned have executed this Agreement on the
date first above written.

                             SIEBERT FINANCIAL CORP.

                                            By: /s/Muriel Siebert
                                                ------------------------------
                                                 Muriel Siebert, Chair

                                            /s/Dan Jacobson
                                            ----------------------------------
                                            Dan Jacobson