SERVICES AGREEMENT

     This SERVICES  AGREEMENT  (this  Agreement") is made and entered into as of
March 10, 1997 by and between SIEBERT,  BRANDFORD, SHANK & CO., LLC., a Delaware
limited  liability  company (the  "Company"),  and MURIEL SIEBERT & CO., INC., a
Delaware corporation ("MS&Co.").

                                 R E C I T A L S
                                 ---------------

     WHEREAS,  the Company  desires to obtain certain  services from MS&Co.  and
MS&Co. desires to provide such services; and

     WHEREAS,  the parties are willing to enter into this Agreement on the terms
and subject to the conditions set forth herein.

     NOW THEREFORE,  in  consideration  of the covenants and undertakings of the
parties  hereto and other  good and  valuable  consideration,  the  receipt  and
sufficiency of which is hereby acknowledged,  the parties hereto hereby agree as
follows:

                                    ARTICLE I
                                    ---------

                                    SERVICES
                                    --------

     1.1 The  Designated  Services.  During the term of this  Agreement,  MS&Co.
shall provide  certain  personnel  including the full-time  services of Napoleon
Brandford  III and  Suzanne F. Shank and such other  persons as the  Company may
request as well as  administrative,  payroll,  technical  and employee  benefits
services to the Company and such other services as may be approved in advance by
the Company  (collectively,  "Services").  MS&Co.  will furnish the Services and
perform its obligations  hereunder in accordance with its standard  policies and
practices;  provided that MS&Co.  and its Affiliates  shall have no liability to
the Company of any kind whatsoever  arising,  directly or in any way indirectly,
from the furnishing of the Services or the  performance of MS&Co.'s  obligations
hereunder,  the manner in which such  activities  are or fail to be conducted or
from any  transaction in connection  with the Services  between  MS&Co.  and its
Affiliates and the Company to which MS&Co. or its Affiliates and the Company are
parties except for conduct  constituting fraud, gross negligence or a pattern of
repeated and intentional  misconduct causing material damage to the Company over
an extended period of time.

                                   ARTICLE II
                                   ----------

                                FEES FOR SERVICES
                                -----------------

     2.1  Fees  for  Services.   In  consideration  for  the  Services  provided
hereunder,  MS&Co.  shall be  entitled  to an  amount  equal to the  direct  and
indirect costs incurred  by  MS&Co. (without  markup) for the  provision of such


<PAGE>

Services  which shall be paid in cash on the last  business day of each calendar
quarter in arrears  upon the  presentation  of proper  invoices  therefore.  For
purposes hereof,  the parties agree that indirect costs to be incurred by MS&Co.
to provide the Services described herein will equal $300,000 per annum for 1997.
The  Company  shall  have the right to  inspect  that  portion  of the books and
records  of  MS&Co.  that  show the  direct  costs to MS&Co.  of  providing  the
Services.

                                   ARTICLE III
                                   -----------

                              TERM AND TERMINATION
                              --------------------

     3.1 Term. The term of this Agreement  shall commence on the date hereof and
shall  terminate on the first  anniversary of the date hereof (such period being
hereinafter referred to as the "Term");  provided,  however, that the Term shall
automatically  be extended for additional  one-year  periods unless either party
provides  written  notice  to the  other  not  less  than 90 days  prior  to the
expiration  of the  Term,  as  extended.  The  Company  shall  have the right to
terminate  this  Agreement  in the  event  MS&Co.  is  guilty  of  fraud,  gross
negligence or a pattern of repeated and intentional  misconduct causing material
damage to the Company  over an extended  period of time.  MS&Co.  shall have the
right at any time to terminate  this  Agreement  in its  entirety  upon 90 days'
advance  written  notice  to the  Company,  provided  that  the  indemnification
provisions of Article IV hereof shall survive any such cancellation.


                                   ARTICLE IV
                                   ----------

                                 INDEMNIFICATION
                                 ---------------

     4.1 Indemnification.

     (a) The Company agrees to indemnify and save harmless  MS&Co.,  its present
and  future  officers,  directors,  employees,  agents and  Affiliates  from and
against any and all liabilities, penalties, fines, forfeitures, demands, claims,
causes of action,  suits and costs and expenses  incidental  thereto  (including
costs of defense,  settlement and reasonable  attorney's fees), which any or all
of them may hereafter  suffer,  incur, be responsible for or pay out as a result
of bodily injuries  (including  death) to any person,  damage (including loss of
use) to any property (public or private),  or any violation or alleged violation
of statutes, ordinances, orders, rules or regulations of any governmental entity
or  agency,  to the  extent  such are  caused  by, or arise out of breach of any
warranties by the Company,  or any grossly  negligent or willful act or omission
of the  Company,  its  employees,  subcontractors  or agents  arising out of the
performance of this Agreement.

     (b)  MS&Co.  shall  give  written  notice  to the  Company  of a claim  for
indemnification  under this provision within thirty (30) days following MS&Co.'s
first knowledge of the event or occurrence  which gives rise to the claim.  Upon
receipt of notice,  the Company shall retain  counsel to defend MS&Co.  and will
pay such counsel reasonable attorney's fees and other litigation expenses.

<PAGE>

     (c) Subject to Section  1.1 hereof,  MS&Co.  agrees to  indemnify  and save
harmless the Company, its present and future officers, directors,  employees and
agents, from and against any and all liabilities, penalties, fines, forfeitures,
demands,  claims,  causes of  action,  suits and costs and  expenses  incidental
thereto (including costs of defense, settlement and reasonable attorney's fees),
which any or all of them may hereafter suffer,  incur, be responsible for or pay
out as a result of bodily  injuries  (including  death)  to any  person,  damage
(including loss of use) to any property (public or private), or any violation or
alleged violation of statutes,  ordinances,  orders, rules or regulations of any
governmental entity or agency, to the extent such are caused by, or arise out of
breach of any warranties by, MS&Co.,  or any grossly negligent or willful act or
omission of MS&Co.,  its employees,  subcontractors or agents arising out of the
performance of this Agreement.

     (d) The  Company  shall  give  written  notice  to  MS&Co.  of a claim  for
indemnification  under this  provision  within  thirty (30) days  following  the
Company's  first  knowledge of the event or occurrence  which gives rise to that
claim. Upon receipt of notice, MS&Co. shall retain counsel to defend the Company
and  will pay such  counsel  reasonable  attorney's  fees and  other  litigation
expenses.

     4.2 Survival.  The  obligations  of the parties under this Article IV shall
survive the termination of this Agreement.

                                    ARTICLE V
                                    ---------

                                  MISCELLANEOUS
                                  -------------

     5.1  Force  Majeure.  Any  failure  of  any  party  to  perform  any of its
obligations  hereunder shall not constitute a breach or  nonperformance  of this
Agreement if such failure is due to circumstances  beyond its control (an "Event
of Force  Majeure"),  including,  but not  limited  to, any  requisition  by any
government authority,  act of war, strike, boycott,  lockout,  picketing,  riot,
sabotage, civil commotion,  insurrection,  epidemic,  disease, act of God, fire,
flood, accident,  explosion,  earthquake,  storm, failure of public utilities or
common  carriers,  mechanical  failure,  embargo or  prohibition  imposed by any
governmental body or agency having authority over the party,  provided that upon
the  elimination  of such  circumstances  the  obligations  of such party  shall
continue  in full  force  and  effect  thereafter.  The party  affected  by such
circumstance  shall give prompt notice  thereof to the other party  hereto.  Any
affected  party  shall  use its  best  efforts  to  minimize  the  duration  and
consequences of, and to eliminate, any such circumstances.

         5.2  Independent   Contractor   Status.   MS&Co.  shall  be  deemed  an
independent  contractor in the  performance of all Services  hereunder and not a
partner,  subcontractor or other legal  representative  of the Company.  Neither
party hereto  shall have the right or  authority to assume,  create or incur any
liability or obligation of any kind, express or implied,  against or in the name
of or on behalf of any other party except in accordance  with the explicit terms
of this Agreement.


<PAGE>

     5.3 Notices.  Unless  otherwise  specified in this Agreement,  all notices,
demands,  elections,  requests and other  communications which any party to this
Agreement  may desire or be required to give  hereunder  shall be in writing and
shall be given by  delivering  the same by a  reputable  courier  service  which
requires a signature  upon delivery or by mailing the same by  registered  mail,
postage  prepaid,   return  receipt  requested,   or  by  telefax  with  receipt
confirmation, addressed:


              if to the Company, to:

                           Siebert, Brandford, Shank & Co., LLC
                           100 Renaissance Center, Suite 1601
                           Detroit, Michigan 48243
                           Attention: Suzanne F. Shank
                           Fax: (313) 396-0096

                                       and

                           Siebert, Brandford, Shank & Co., LLC
                           220 Sansome Street, 15th Floor
                           San Francisco, California 94104
                           Attention:  Napoleon Brandford III
                           Fax:  (415)  439-4480

               if to MS&Co., to:

                           Muriel Siebert & Co., Inc.
                           885 Third Avenue, Suite 1720
                           New York, New York 10022
                           Attention: Muriel F. Siebert
                           Fax: (212) 838-0647

or to any other  address  designated  by either  party in a notice  given to the
other party pursuant to the provisions of this section.  All notices given as in
this  Section 5.3  provided  shall be deemed to have been given or served on the
date delivered.

     5.4 Headings  and  Captions.  The  headings and captions  contained in this
Agreement  are for purposes of  reference  only and shall not limit or otherwise
affect the meaning or interpretation of this Agreement.

     5.5 Entire  Agreement.  This  Agreement  constitutes  the entire  agreement
between  the parties  pertaining  to the subject  matter  hereof,  and all prior
agreements  and  understandings  between the parties  pertaining  to the subject
matter hereof are superseded hereby.  There are no representations,  warranties,
covenants or  undertakings  with respect  hereto,  other than those set forth or
referred to herein. No rights in favor of third parties are hereby created.


<PAGE>

     5.6 Amendments, Modification. This Agreement may not be amended except in a
written  instrument signed by both of the parties hereto expressly stating it is
an amendment to this Agreement. No course of dealing will be deemed effective to
modify,  amend  or  discharge  any  part  of this  Agreement  or any  rights  or
obligations of any party under or by reason of this Agreement.

     5.7 Counterparts.  This Agreement may be executed in counterparts,  each of
which shall be an original,  but both of which together shall constitute but one
and the same  instrument  and it shall not be  necessary in making proof of this
Agreement to produce or account for more than one such counterpart.

     5.8 Choice of Law. This  Agreement  shall be governed by, and construed and
enforced in  accordance  with,  the internal laws (and not the conflicts of laws
rules) of the State of New York applicable to contracts made and to be performed
therein.

     5.9 Waiver;  Severability. A failure of any party to insist in any instance
upon the strict and punctual  performance  of any  provision  of this  Agreement
shall not  constitute  a waiver of such  provision.  No party shall be deemed to
have waived any right, power or privilege under this Agreement or any provisions
hereof  unless such waiver  shall have been in writing and duly  executed by the
party to be charged  with such  waiver,  and such waiver  shall be a waiver only
with  respect to the specific  instance  involved and shall in no way impair the
rights of the waiving party or the  obligations  of the other party in any other
respect or any other time. If any provision of this  Agreement  shall be waived,
or be  invalid,  illegal or  unenforceable,  the  remaining  provisions  of this
Agreement shall be unaffected thereby and shall remain binding and in full force
and effect.

     5.10  Relationship  of  the  Parties.  In  all  matters  relating  to  this
Agreement,  each party  hereto shall be solely  responsible  for the acts of its
employees,  and employees of one party shall not be considered  employees of the
other party. Except as otherwise provided herein, no party shall have any right,
power or authority to create any  obligation,  express or implied,  on behalf of
the other party.

     5.11 No Third Party Rights.  Nothing in this Agreement,  whether express or
implied, is intended to confer any rights or remedies under or by reason of this
Agreement  on any  other  persons  other  than  the  parties  hereto  and  their
respective successors and assigns, nor is anything in this Agreement intended to
relieve or discharge  the  obligations  or liability of any third persons to any
party to this  Agreement,  nor shall any  provision  give any third  parties any
right to subrogation or action over or against any party to this Agreement. This
Agreement  is not  intended to and does not create any  third-party  beneficiary
rights whatsoever.



<PAGE>

     IN WITNESS  WHEREOF,  the parties hereto have caused their duly  authorized
representatives  to execute this Services Agreement as of the day and year first
above written.

                                             SIEBERT, BRANDFORD,
                                              SHANK & CO., LLC


                                             By: /S/  SUZANNE F. SHANK
                                                --------------------------------

                                             Title:  President
                                                   -----------------------------


                                             MURIEL SIEBERT & CO., INC.


                                             By:  /S/  MURIEL F. SIEBERT
                                                --------------------------------

                                             Title:  President
                                                   -----------------------------