Exhibit 10.2


            TERMINATION OF FINANCIAL AGREEMENT AND SECURITY AGREEMENT

This Termination Agreement is made and entered into effective as of the 21st day
of  April,  2005  by and  among  First  Montauk  Securities  Corp.,  a New  York
corporation with offices at Parkway 109 Office Center,  328 Newman Springs Road,
Red Bank NJ, 07701 (the  "Introducing  Firm"),  First Montauk Financial Corp., a
New York  corporation  with  offices at Parkway  109 Office  Center,  328 Newman
Springs Road, Red Bank NJ, 07701 (the "Holding Corp."),  and Fiserv  Securities,
Inc., with offices at Once Commerce Square, 2005 Market Street, Philadelphia, PA
19103-3212 ("Fiserv").

     WHEREAS,  the Introducing Firm, the Holding Corp. and Fiserv are parties to
that  certain  Financial  Agreement  dated as of May 8, 2000,  and amended as of
February 1, 2001 (the "Financial Agreement");

     WHEREAS,  in connection with the Amended Financial Agreement dated February
1, 2001, the Holding Corp.  and Fiserv are also parties to a Security  Agreement
dated  February  1,  2001  granting  Fiserv a  security  interest  in all of the
outstanding shares of stock of the Introducing Firm owned by the Holding Corp.,

     WHEREAS,  Fiserv,  Inc.  entered into an agreement to sell the wholly-owned
subsidiary,  Fiserv  Securities,  Inc.  ("Fiserv") to Fidelity Global  Brokerage
Group,  Inc., a subsidiary of FMR Corp.;  and on March 24, 2005 Fiserv became an
indirect subsidiary of Fidelity Global Brokerage Group, Inc.

     WHEREAS,  Introducing Firm and National  Financial Services LLC ("NFS") are
entering  into a new  clearing  agreement  as of the date  hereof,  designed  to
supercede and terminate the Clearing  Agreement between the Introducing Firm and
Fiserv;

     WHEREAS,  the  Introducing  Firm,  the Holding  Corp.  and Fiserv desire to
terminate the Amended Financial Agreement and Security Agreement, as of the date
hereof;

     NOW  THEREFORE,  for good  and  valuable  consideration,  the  receipt  and
sufficiency of which are hereby acknowledged,  each of the parties hereto agrees
as follows:

     1.  Effective  as of the date hereof,  the Amended and  Restated  Financial
Agreement  dated  February  1, 2001 is  terminated  and of no further  force and
effect and none of the parties to the Financial Agreement has any further rights
or obligations under or pursuant to the Financial  Agreement including the prior
obligations of the Introducing  Firm under  paragraphs 3d and 4 thereof;  except
for rights or obligations  intended to survive  termination as specifically  and
expressly set forth therein.

     2. Effective of the date hereof,  the Security  Agreement is terminated and
is no further in force or effect.  Any lien,  security interest or collateral
granted to Fiserv is hereby released in full.

     3. This Termination  Agreement may be executed in one or more counterparts,
and by different parties hereto on separate counterparts, each of which shall be
deemed an original,  but all of which together shall constitute one and the same
instrument.





     IN WITNESS WHEREOF,  each of the parties hereto has caused this Termination
Agreement to be duly executed as of the date first above written.

FIRST MONTAUK SECURITIES CORP.


By: /s/ Victor K. Kurylak
   ----------------------------------
Name:  Victor K. Kurylak
Title: President and CEO

FIRST MONTAUK FINANCIAL CORP.


By: /s/ Victor K. Kurylak
   ----------------------------------
Name:  Victor K. Kurylak
Title: President and CEO

FISERV SECURITIES, INC.


By:    /s/ Jennifer Moran
       -------------------------------
Name:  Jennifer Moran
Title: Senior Vice President