Chief Compliance Officer Employment Agreement

EMPLOYMENT AGREEMENT


This Employment Agreement ("Agreement") dated as of the 7th day of August 2006 (the "Effective Date"), by and between First Montauk Securities Corp., a New York corporation and registered securities broker/dealer, with its principal address at Parkway 109 Office Center, Red Bank New Jersey 07701 (the "Company") and Celeste M. Leonard, with her residence at 66 Driftwood Drive, Bricktown, New Jersey 08723 ("Employee").


WHEREAS, the Company wishes to Employ Employee as Executive Vice President and Chief Compliance Officer of the Company; and


WHEREAS, Employee is willing to provide her services and experience to the Company in such capacities upon the terms, conditions and provisions hereinafter set forth.


NOW, THEREFORE, in consideration of the promises and mutual representations, covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:


1. TERM:


Subject to the terms and conditions of Section 7 hereof and for the compensation hereinafter set forth, the Company hereby agrees to employ Employee for a term commencing effective on September 18, 2006 and terminating on December 31, 2008 (such period being herein referred to as the "Initial Term,"). After the Initial Term, the Agreement shall be renewable automatically for successive one year periods (each such period being referred to as a "Renewal Term"), unless, more than 120 days prior to the expiration of the Initial Term or any Renewal Term, either the Employee or the Company give written notice that employment will not be renewed.


2. EMPLOYMENT:


(A) Employee shall serve as Executive Vice President and Chief Compliance Officer of the Company. Employee's powers and duties shall be those of an Employee nature, which are appropriate for a Director of Compliance and Chief Compliance Officer and Employee shall report to the President and Chief Executive Officer of the Company.


(B) Employee does hereby accept such employment and agrees to devote substantially all of her business time, attention, knowledge and skills faithfully, diligently and to the best of her ability, in furtherance of the business and activities of the Company. The Company shall not require Employee to be employed in any location other than the Red Bank, New Jersey area unless she consents in writing to such location provided, however, the Employee understands and agrees that her position with the Company may include travel to the Company's other offices and branch locations, and other locations for regular business purposes from time to time.


(C) Employee shall be an officer of the Company during the term of her employment, and shall be appointed to the Company's Board of Directors, subject to her election by the current board, the corporate charter and By-laws of the Company.


(D) During the term of her Agreement, Employee shall be furnished with office space and facilities commensurate with her position and adequate for the performance of her duties; Employee also shall be provided with the perquisites customarily associated with the position as Executive Vice President and Chief Compliance Officer.


(E) Employee shall be allowed, to the extent such activities do not substantially interfere with the performance of her duties and responsibilities hereunder, (i) to manage her personal, financial and legal affairs, (ii) to be engaged in civic, charitable, religious and educational activities, and (iii) to serve on other corporate boards with the prior written approval of the Company.


3. COMPENSATION:


(A) SALARY:


During the term of her Agreement, the Company agrees to pay Employee, and Employee agrees to accept, an annual salary of Two Hundred Thousand Dollars ($200,000) per year (the "Initial Base Salary"), payable in accordance with the Company's policies, for services rendered by Employee hereunder.


(B) GUARANTEED BONUS:


Employee shall be paid cash bonuses during the Initial Term of this Agreement as follows:


1. 2006- $200,000 payable as follows: $100,000 payable on
October 1, 2006 and $100,000 payable on January 15, 2007.


2. Fiscal Year 2007- $100,000 at the end of the fiscal year.


3. Fiscal Year 2008- $100,000 at the end of the fiscal year.


(D) AUTOMOBILE ALLOWANCE:


The Company shall provide the Employee with an automobile allowance $500 per month, and reimbursement of reasonable automobile expenses including auto insurance, repairs, maintenance, gasoline charges, etc. via receipted expense reports.


4. EXPENSES:


The Company shall reimburse Employee for all reasonable and actual business expenses incurred by her in connection with her service to the Company upon submission by her of appropriate vouchers and expense account reports and otherwise in compliance with the policies and procedures of the Company.


5. BENEFITS:


(A) INSURANCE:


1. The Company shall maintain medical insurance for Employee in
accordance with the group health, and dental plans offered by the
Company to its employee subject to the employee's contribution to
the cost of such coverage. In addition, Employee and her
dependents shall be entitled to participate in such other benefits
as may be extended to active employees of the Company and their
dependents including but not limited to profit-sharing, 401(k),
life insurance, hospitalization, medical, disability or other
benefits made available by the Company to its employees generally.


2. The Company shall maintain Broker/Dealer Professional Liability
Insurance (E&O), and a Broker Dealer Fidelity Blanket Bond, each
of which shall cover the Employee as an insured or covered person,
at no charge to the Employee.


(B) VACATION:


During the term of her Agreement, the Employee will be entitled to the number of paid holidays, personal days off, and vacation days in each calendar year as are determined by the Company from time to time (provided that in no event shall vacation time be fewer than four (4) weeks per year). Such vacation may be taken in the Employee's discretion at such time or times as are not inconsistent with the reasonable business needs of the Company.


(C) LICENSES AND REGISTRATIONS:


During the term of her Agreement, the Employee shall maintain in good standing all required licenses and registrations required for the proper performance of her duties and functions. During the term of her Agreement, the Company shall pay the cost of maintaining such licenses and registrations on Employee's behalf, including but not limited to Employee's securities licenses and registrations and continuing educations costs.


(D) INDEMNIFICATION:


Employee shall be entitled to the benefits of all provisions of the Certificate of Incorporation of the Company, as amended, and the Bylaws of the Company, as amended, that provide for indemnification of officers and directors of the Company. In addition, without limiting the indemnification provisions of the Certificate of Incorporation or Bylaws, to the fullest extent permitted by law, the Company shall indemnify and save and hold harmless Employee from and against any and all claims, demands, liabilities, costs and expenses, including judgments, fines or amounts paid on account thereof (whether in settlement or otherwise), and reasonable expenses, including attorneys' fees actually and reasonably incurred (except only if and to the extent that such amounts shall be finally adjudged to have been caused by Employee's willful misconduct or gross negligence, including the willful breach of the provisions of her Agreement) to the extent that Employee is made a party to or witness in any action, suit or proceeding, or if a claim or liability is asserted against Employee (whether or not in the right of the Company), by reason of the fact that she was or is a director or officer, or acted in such capacity on behalf of the Company, or the rendering of services by Employee pursuant to her Agreement, whether or not the same shall proceed to judgment or be settled or otherwise brought to a


conclusion. The Company s ...