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                                                                   EXHIBIT 10.3

                               FIRST AMENDMENT OF
                               SUBLEASE AGREEMENT

         This FIRST AMENDMENT OF SUBLEASE is made and entered into as of October
10, 2001 by and between Movado Group, Inc., a New York corporation
("Sublandlord") and National Financial Services LLC, a Delaware limited
liability company ("Subtenant").

         WHEREAS, Sublandlord and Subtenant entered into a sublease as of
October 1, 2001 (the "Sublease") for a portion of the Master Premises (as
defined in the Sublease) consisting of the 4th floor of the Building (as defined
in the Sublease) containing 56,629 rentable square feet shown on the demising
plan annexed to the Sublease as Exhibit "B" ("Original Sublease Premises") and
Sublandlord and Subtenant desire to expand the Original Sublease Premises by
subleasing the remainder of the Master Premises consisting of 28,225 rentable
square feet on the 5th floor of the Building ("Additional Sublease Premises") as
shown on Exhibit "A" annexed hereto and made a part hereof, and to otherwise
amend certain terms and conditions contained in the Sublease on the terms and
conditions hereafter set forth.

         NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties mutually covenant and
agree as follows:

         1. Definitions. All capitalized and non-capitalized terms used in this
First Amendment which are not separately defined herein but are defined in the
Sublease shall have the meaning given to any such term in the Sublease. Except
as otherwise expressly provided in this First Amendment, for the Additional
Sublease Premises Term the term "Sublease Premises" shall have the same meaning
as the term "Master Premises" and the Sublease shall be deemed amended
accordingly. All terms and agreements contained in the Sublease shall apply to
the Additional Sublease Premises demised herein with the same force and effect
as if the same had been set forth herein, except as otherwise expressly provided
in this First Amendment.

         2. Demise of Additional Sublease Premises. Sublandlord hereby subleases
and demises to Subtenant and Subtenant hereby hires and subleases from
Sublandlord the Additional Sublease Premises (which the parties stipulate
contain 28,225 rentable square feet) upon and subject to the terms, covenants
and conditions herein after set forth.

         3. Lease Term.
         (a) Notwithstanding anything to the contrary contained in the Sublease
Agreement, the Sublease Commencement Date shall be October 1, 2001. The term
applicable to the Additional Sublease Premises only (the "Additional Sublease
Premises Term") shall commence on the date that Landlord consents to this First
Amendment and Sublandlord vacates the Additional Sublease Premises and notifies


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Subtenant thereof, and the Additional Sublease Premises Term shall end, unless
sooner terminated as provided herein, on December 31, 2001 ("Additional Sublease
Premises Expiration Date") provided, however, that in the event Sublandlord
shall have failed to vacate the Additional Sublease Premises on or before
November 15, 2001 or Landlord shall have failed to consent to this First
Amendment on or before November 15, 2001, then Subtenant shall have the right to
terminate this First Amendment upon written notice to Sublandlord. Sublandlord
will remove all of its moveable personal property from the Additional Sublease
Premises prior to vacating the same.

         (b) If Sublandlord vacates the Additional Sublease premises on or
before October 24, 2001, Subtenant will reimburse Sublandlord up to $15,000 of
Sublandlord's reasonable expenses incurred in connection therewith. If
Sublandlord vacates the Additional Sublease Premises after October 24, 2001 but
on or before November 1, 2001, Subtenant will reimburse Sublandlord up to
$10,000 of Sublandlord's reasonable expenses incurred in connection therewith.
Any reimbursement of expenses required under this section 3(b) will be paid to
Sublandlord within twenty (20) days after Subtenant's receipt of a statement
from Sublandlord setting forth such expenses.

         4. Subrental. Beginning with the Additional Sublease Premises
Commencement Date and thereafter during the Additional Sublease Premises Term
and ending on the Additional Sublease Premises Expiration Date, the Base Rental
shall be $84,854/month.

         5. Subtenant's Additional Covenants.
         (a) After delivery of possession to Subtenant of the south side of the
4th floor constituting part of the Original Sublease Premises, Subtenant shall
in no event do anything or permit anything to be done therein before November 1,
2001, including, without limitation, any demolition or construction, that will
materially interfere with, disrupt or otherwise adversely affect Sublandlord's
data room or telephone closets or any of the computer or telecommunication
equipment therein or Sublandlord's use thereof.

         (b) DELETED


             6. Entire Agreement. It is understood and acknowledged that there
are no oral agreements between the parties hereto affecting this First
Amendment and the Sublease, as amended by this First


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Amendment, supercedes and cancels any and all previous negotiations,
arrangements, brochures, agreements and understandings, if any, between the
parties hereto or displayed by Sublandlord to Subtenant with respect to the
subject matter thereof, and none thereof shall be used to interpret or construe
this Sublease. Except as expressly amended herein, the Sublease shall remain in
full force and effect as if the same had been set forth in full herein.


IN WITNESS WHEREOF, the parties have entered into this First Amendment of
Sublease as of the date first written above.





   SUBLANDLORD:                   SUBTENANT:
   MOVADO GROUP, INC.             NATIONAL FINANCIAL SERVICES LLC
   A New York corporation         A Delaware limited liability company

    By:/s/ Efraim Grinberg        By: /s/ Jeffrey S. Wallace

    Its:President                 Its: Vice President & Chief Financial Officer


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