1998 RESTRICTED STOCK AWARD PLAN

                                       OF

                             SIEBERT FINANCIAL CORP.


                                    SECTION 1
                              Purposes of the Plan


                  The purpose of the 1998 Restricted Stock Award Plan of Siebert
Financial Corp. (the "Plan") is to benefit Siebert Financial Corp. and its
subsidiaries (the "Company") by providing employees, upon whom the Company is
dependent for success, with a means of acquiring a greater interest in the
Company. For purposes of the Plan, the term "subsidiary" means a corporation a
majority of whose outstanding stock entitled to elect a majority of its board of
directors is at the time owned by Siebert Financial Corp. or by a subsidiary or
subsidiaries of Siebert Financial Corp. The Board of Directors of the Company
(the "Board of Directors") believes that such interest will encourage the
efforts of such employees and strengthen their desire to remain with the Company
and that the Plan will enable the Company to maintain a competitive position in
attracting the personnel necessary for growth and profitability.

                                    SECTION 2
                           Administration of the Plan


                  The Plan shall be administered by a committee (the
"Committee") of at least two persons, all of whom shall be Directors of the
Company and shall be appointed by, and serve at the pleasure of, the Board of
Directors. No Director of the Company


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shall serve as a member of the Committee if he or she had been eligible, at any
time within one year prior to his or her appointment as a member, for selection
(i) as a person to whom awards may be granted under the Plan or (ii) as a person
to whom stock may be allocated or to whom any qualified, restricted or any other
stock option may be granted pursuant to any Plan (either presently in existence
or hereafter adopted) of the Company entitling the participants therein to stock
allocations or to be granted qualified, restricted or other stock options of the
Company. A majority of the Committee shall constitute a quorum thereof. Actions
of the Committee may be taken by a vote of a majority of the Committee at a
meeting at which a quorum is present, or in a writing unanimously approved by
members of the Committee. Vacancies occurring on the Committee shall be filled
by the Board of Directors. Except as hereinafter provided, the Committee shall
have full and final authority, binding upon all who have an interest in the
Plan, to interpret the Plan and the awards granted thereunder, to prescribe,
amend and rescind the rules and regulations, if any, relating to the Plan and to
make all determinations necessary or advisable for the administration of the
Plan. No member of the Committee shall be liable for anything done or omitted to
be done by him or her or by any other member of the Committee in connection with
the Plan, except for his or her own willful misconduct or gross negligence.

                                    SECTION 3
                              Awards Under the Plan


                  a) AWARDS. Awards under the Plan ("Awards") shall consist of
shares of Common Stock, par value $.01 per share, awarded under and subject to
the terms,


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conditions and restrictions set forth in the Plan and in the Agreement entered
into between the Company and each recipient of an Award (the "Agreement"). Any
Award may provide for the immediate delivery of the shares so awarded subject to
specified restrictions (a "current Award") or for their delivery at a specified
future date or dates subject to the satisfaction of specified conditions (a
"deferred Award"). All shares so awarded, together with any shares issued
thereupon by reason of stock dividends, stock splits or other forms of
recapitalization, are herein called "Award Stock."

                  b) MAXIMUM NUMBER OF SHARES THAT MAY BE AWARDED. An aggregate
of not more than 15,000 shares of Award Stock, subject to adjustment as provided
in Section 7 hereof, may be awarded under the Plan. Award Stock when delivered
shall be authorized shares previously unissued by the Company. If, prior to the
termination of the Plan, any Award Stock shall be returned to the Company
pursuant to the termination provisions described in Section 5 hereof or in the
Agreement, not including the exercise by the Company of any right of first
refusal on the sale of Award Stock, or otherwise under the Plan or its
administration, such Award Stock may again be awarded under the Plan.

                  c) RIGHTS WITH RESPECT TO SHARES. A recipient of a current
Award shall have, after delivery to him or her of a certificate or certificates
for shares of Award Stock, absolute ownership of such shares including the right
to vote the same, subject, however, to the terms, conditions and restrictions
described in Section 5 of the Plan, in the next succeeding sentence and in the
Agreement. In the case of a current Award, cash dividends paid upon each share
of Award Stock shall be held by the Company for the benefit of the recipient
until the lapse of the restrictions on such share of Award Stock in


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accordance with Section 5 hereof and shall be paid to the recipient, without any
interest thereon and less any amounts due to the Company, at such time. In case
of a deferred Award, the recipient, at the time of delivery of the shares of
Award Stock, shall be entitled to cash in an amount equal to the dividends which
would have been payable on the Award Stock had it been delivered to the
recipient at the date of grant.

                                    SECTION 4
                                  Participation


                  a) EMPLOYEES. Awards under the Plan may be made only to
persons who are determined by the Committee to be employees of the Company on
the date the Award is made. The term "employees" shall include officers or
directors, as well as other employees, of the Company. No member of the Board of
Directors who is not a full-time employee of the Company and no member of the
Committee shall be eligible to receive an Award. Any employee may elect not to
be eligible, either for a period of time or during the entire term of the Plan,
to receive Awards under the Plan by delivering to the Committee a written notice
to such effect.

                  b) GRANT OF AWARDS. Subject to the terms, provisions and
conditions of the Plan, the Committee shall at such time or times as it
determines appropriate, select from among the employees of the Company those to
whom Awards are to be granted and shall make Awards to such employees in such
amounts as the Committee may deem appropriate. Unless specified to the contrary,
the date of each award shall be the date of action by the Committee. Subject to
the provisions of the Plan, the Committee shall also have full power in respect
of Awards to determine restrictions or conditions to be


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imposed upon the Awards at the time of delivery of the Award Stock and to
specify and to prescribe the form and substance of each Agreement. Awards may be
made to the same recipient on more than one occasion.


                                    SECTION 5
                         Terms and Conditions of Awards


                  In addition to such terms, conditions and restrictions upon
Awards as shall be imposed by the Committee:

                  a) no Award Stock shall be sold, assigned, transferred,
pledged, hypothecated or otherwise disposed of for a period of one year from the
date of the Award; and

                  b) the recipient of the Award shall remain in the employ of
the Company for such one year period or otherwise forfeit all of his or her
right, title and interest in such Award Stock; provided, however, that (i) in
the event of death or permanent disability of the recipient of the Award, such
restrictions on the shares awarded to such recipient shall lapse and any Award
Stock which has not been delivered to such recipient shall be delivered; (ii) in
the event of the retirement of such recipient before the end of such one year
period at the age of at least 65 years, or at such other age as the Committee
may from time to time, in any particular case or, generally, determine for the
purpose of this Section 5, (a) such restrictions on shares awarded to such
recipient shall lapse and (b) Award Stock which has not been delivered to such
recipient shall be delivered, as to such number of shares of Award Stock as
shall be determined by multiplying the total number of shares of Award Stock by
a fraction, the numerator of which is equal to the number of


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days from the date of the Award to the date of retirement, and the denominator
of which is 365; (iii) in the event the recipient's employment by the Company is
terminated for cause or is voluntarily terminated by the recipient other than
due to retirement at or after age 65, the recipient's right, title and interest
in all Award Stock shall be forfeited; and (iv) in the event the recipient's
employment by the Company is terminated for any other reason, (a) such
restrictions on shares awarded to such recipient shall lapse and (b) Award Stock
which has not been delivered to such recipient shall be delivered, as to such
number of shares of Award Stock as shall be determined by multiplying the total
number of shares of Award Stock by a fraction, the numerator of which is equal
to the number of days from the date of the Award to the date of such termination
of employment and the denominator of which is 365. For purposes hereof, any
fraction of a share shall be disregarded and restrictions shall lapse on Award
Stock in accordance with the foregoing to the nearest whole number of shares.

                  In the Agreement, the Committee shall have the authority to
impose such terms, conditions and restrictions upon the Award as it, in its
discretion, deems advisable or appropriate, including, without limitation:

                  a) The condition that the Company shall have the right of
first refusal on the sale by the recipient of Award Stock;

                  b) The condition that the Company shall have the right to
deduct from payments of any kind otherwise due to the recipient any Federal,
state or local taxes of any kind required by law to be withheld with respect to
Awards; and


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                  c) The condition that the Company shall have the right to
impose limitations, in the event of retirement, with respect to the
post-retirement employment of the recipient.

                  As a condition to any Award under the Plan, the recipient
thereof shall execute an Agreement in form and substance satisfactory to the
Committee reflecting the conditions imposed upon such Award. In the case of a
current Award, each certificate for shares of Award Stock shall bear an
appropriate legend referring to the terms, conditions and restrictions described
in the Plan and in such Agreement. Any attempt to dispose of such Award Stock in
contravention of the terms, conditions and restrictions described in the Plan or
in such Agreement shall be ineffective.

                  Nothing in the Plan or in the Agreement shall in any manner be
construed to limit in any way the right of the Company to terminate an
employee's employment at any time, or give any right to an employee to remain
employed by the Company.

                                    SECTION 6
                    Compliance with Law and Other Conditions


                  a) RESTRICTIONS UPON DELIVERY OF CERTIFICATES. The listing
upon the Nasdaq SmallCap Market of any shares of Award Stock may be necessary or
desirable as a condition of or in connection with such Awards, and, in such
event, delivery of the certificates for such shares of Award Stock shall, if the
Committee in its sole discretion shall determine, not be made until such listing
shall have been completed.

                  b) RESTRICTIONS UPON RESALE OF UNREGISTERED STOCK. If the
shares of Award Stock are not registered under the Securities Act of 1933, as
amended, pursuant to


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an effective registration statement, the recipient of such shares, if the
Committee shall deem it advisable, may be required to represent and agree in
writing (i) that any shares of Award Stock acquired by such recipient will not
be sold except pursuant to an effective registration statement under the
Securities Act of 1933, as amended, or pursuant to an exemption from
registration under said Act and (ii) that such recipient is acquiring such
shares of Award Stock for his or her own account for investment and not with a
view of the distribution thereof.

                                    SECTION 7
                                   Adjustments


                  The number of shares of Award Stock reserved for Awards shall
be subject to adjustment by the Committee to reflect any stock split, stock
dividend, recapitalization, merger, consolidation, reorganization, combination
or exchange of shares or other similar event. The Committee shall have the
power, in the event of any merger, consolidation of the Company with or into any
other corporation, or the merger or consolidation of any other corporation into
the Company, or the sale of substantially all of the assets of the Company, to
amend all outstanding Awards to permit the lapse of the restrictions on the
Award Stock prior to the effectiveness of any such merger, consolidation or sale
of assets. All determinations made by the Committee with respect to adjustment
under this Section 7 shall be conclusive and binding for all purposes of the
Plan.


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                                    SECTION 8
                            Miscellaneous Provisions


                  a) Nothing in the Plan shall be construed to give any employee
of the Company any right to receive an Award.

                  b) The expenses of the Plan shall be borne by the Company.


                                    SECTION 9
                                    Amendment


                  The Plan may be amended at any time and from time to time by
the Board of Directors, provided that no amendment which increases the aggregate
number of shares of Award Stock which may be granted pursuant to the Plan or
which materially increases the benefits accruing to employees under the Plan or
materially modifies the requirements as to eligibility for participation in the
Plan shall be effective without the approval by affirmative vote (in person or
by proxy) of the holders of a majority of the shares of Common Stock of the
Company present and entitled to vote at a meeting held to take such actions at
which a quorum is present.

                                   SECTION 10
                            Termination or Suspension


                  The Board of Directors may at any time suspend or terminate
the Plan. No Awards may be granted during any suspension of the Plan or after
the Plan has been terminated but all recipients shall retain their rights (in
accordance with the Plan and the relevant Agreements) in Awards made prior
thereto.


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                  The Plan shall terminate upon the earlier of the following
dates:

                  a) upon the date of termination specified in a resolution of
the Board of Directors; or

                  b) upon the issuance of the maximum number of shares of Award
Stock specified under Section 3(b) hereof and the expiration of the restrictions
and conditions set forth in Section 5 hereof as to all shares of Award Stock so
issued.

                  After the Plan shall terminate the duties of the Committee
will be limited to supervising the administration of Awards previously granted.


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