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General Counsel Employment Agreement

This is an actual contract by First Montauk Financial.
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EMPLOYMENT AGREEMENT


This Employment Agreement ("Agreement") dated as of the 24th day of January 2007 (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 Jeffrey J. Fahs, with his residence at 27 Howland Road, Middletown, New Jersey 07748 ("Employee").


WHEREAS, the Company wishes to employ Employee as Executive Vice President and General Counsel of the Company; and


WHEREAS, Employee is willing to provide his 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 March 1, 2007 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 General Counsel. Employee's powers and duties shall be those of an Employee nature, which are appropriate for an Executive Vice President and General Counsel 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 his business time, attention, knowledge and skills faithfully, diligently and to the best of his 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 he consents in writing to such location provided, however, the Employee understands and agrees that his 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 his employment with the Company.


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


(E) Employee shall be allowed, to the extent such activities do not substantially interfere with the performance of his duties and responsibilities hereunder, (i) to manage his 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 Initial Term of this 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. For any Renewal Term, Employee shall be entitled to the Initial Base Salary, plus such increase as may be determined by the President and C.E.O. and approved by the Compensation Committee of the Board of Directors.


(B) BONUS:


Employee shall be paid cash bonuses during the Initial Term of this Agreement as follows:
1. 2007- $100,000 payable after December 31, 2007.
2. 2008- $100,000 payable after December 31, 2008.


For any Renewal Term, Employee may be entitled to a cash bonus as determined by the President and C.E.O. and approved by the Compensation Committee of the Board of Directors.


(C) STOCK OPTIONS:


Employee shall be eligible to receive incentive stock option grants at the discretion of the President and Chief Executive Officer and subject to the approval of the Board of Directors. Any grant of options will be subject to all of the terms and conditions of the Company's Senior Management Stock Option Plan, as amended.


4. EXPENSES:


The Company shall reimburse Employee for all reasonable and actual business expenses incurred by him in connection with his service to the Company upon submission by him 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 employees subject to the employee's contribution to
the cost of such coverage. In addition, Employee and his
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 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.


(B) VACATION:


During the term of this 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 at the Employee's discretion at such time or times as are consistent with the reasonable business needs of the Company.


(C) LICENSES AND REGISTRATIONS:


During the term of his Agreement, the Employee shall maintain in good standing all required licenses and registrations required for the proper performance of his duties and functions. During the term of this 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 and law 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 this 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 he was or is an officer, or acted in such capacity on behalf of the Company, or the rendering of services by Employee pursuant to this Agreement, whether or not the same shall proceed to judgment or be settled or otherwise brought to a conclusion. The Company shall, at no cost to Employee, incl
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