Exhibit No. 10.1



                              CONSULTING AGREEMENT

         This agreement (this "Agreement") is made this 1st day of September,
2007 (the "Effective Date") and when executed by the parties, will constitute an
agreement between FIRST MONTAUK FINANCIAL CORP. with its principal place of
business at Parkway 109 Office Center, 328 Newman Springs Road, Red Bank, New
Jersey 07701 (the "Company") and Phillip P. D'Ambrisi, with his residence at 4
Castlehill Drive, Marlboro, New Jersey 07746 (the "Consultant"), pursuant to
which the Company agrees to retain Consultant and Consultant agrees to be
retained by the Company under the terms and conditions set forth below.

         1. Retention. The Company hereby retains Consultant to perform
consulting services related to the broker dealer business of the Company, solely
as directed by the Chief Executive Officer of the Company, and Consultant hereby
accepts such retention. Nothing herein shall require the Company to utilize or
implement Consultant's services in any specific situation. Subject to the terms
set forth below, Consultant shall furnish to the Company advice and
recommendations with respect to such aspects of the business and affairs of the
Company, as well as consultation regarding any operations of the business or
regulatory matters or litigation matters related to the Company's business
during the time that Consultant was an employee of the Company, as the Chief
Executive Officer or other members of senior management, from time to time,
shall reasonably request upon reasonable notice. Consultant shall deliver
services at Consultant's place of business, the Company's place of business, or
at various other sites as reasonably requested by the Company. The Company will
make appropriate office facilities available for Consultant's use.

         2. Compensation. As compensation for the services described in
paragraph 1 above, and provided this Agreement has not been terminated, the
Company agrees to pay Consultant a retainer fee (the "Retainer Fee") of $31,250
per month during the Term (as defined in Paragraph 7 below) of this Agreement.
During the Term, Company shall pay Consultant all Retainer Fees due on the
fifteenth day of each month for which said Retainer Fee is due. Consultant shall
be responsible for the payment of all federal, state and local taxes which may
be payable in connection with the receipt of compensation hereunder. The Company
shall reimburse Consultant for all reasonable expenses incurred in the
performance of his duties hereunder, provided, however, that Consultant shall
not incur any single expense in excess of $500 or aggregate expenses in excess
of $1,000 in any month without the prior written approval of the Company. The
Company agrees to pay COBRA health insurance premiums for Consultant during the
term of this agreement.

         3. Relationship. Consultant shall use his best efforts and shall devote
such time and effort to the performance of his duties hereunder as is reasonably
necessary for such performance. Consultant is an independent contractor and not
an employee, agent or representative of the Company. Consultant has no authority
to bind the Company to any obligation or agreement. Consultant expressly agrees
that he shall at all times advise all third parties contacted in furtherance of
this Agreement that he is an independent contractor with no authority to bind
the Company. Nothing is this Agreement shall prohibit Consultant from pursuing
other employment opportunities.

         4. Covenants. Consultant shall coordinate his activities with the
Company and report to the Chief Executive Officer of the Company. All activities
of Consultant on behalf of the Company shall be conducted at the direction of
the Chief Executive Officer of the Company.

         5. Confidentiality. (a) During the Term and for a period of two (2)
years thereafter, Consultant shall hold Company's Confidential Information in
strict trust and confidence and avoid the disclosure or release thereof to any
other person or entity by using at least the same degree of care as it uses to





avoid unauthorized use, disclosure, or dissemination of his own Confidential
Information of a similar nature, but not less than reasonable care, (ii) not use
the Confidential Information for any purpose whatsoever except as expressly
contemplated under this Agreement, and (iii) not to, directly or indirectly,
copy, reproduce, use, publish, misappropriate, assign, or otherwise transfer or
disclose to any person the Confidential Information, other than as permitted
pursuant to the terms of this Agreement, regardless of whether such information
was actually delivered to Consultant prior to the effective date of this
Agreement.

         (b) Notwithstanding the foregoing, Consultant shall not be required to
maintain confidentiality with respect to information (i) which is or becomes
part of the public domain not due to the breach of this agreement by Consultant;
(ii) of which he had independent knowledge prior to disclosure by the Company;
(iii) which comes into the possession of Consultant in the normal and routine
course of his own business from and through independent non-confidential
sources; or (iv) which is required to be disclosed by Consultant by governmental
requirements. If Consultant is requested or required (by oral questions,
interrogatories, requests for information or document subpoenas, civil
investigative demands, or similar process) to disclose any confidential
information supplied to it by the Company, or the existence of other
negotiations in the course of his dealings with the Company or his
representatives, Consultant shall, unless prohibited by law, promptly notify the
Company of such request(s) so that the Company may seek an appropriate
protective order.

         6. Non-Assignment. This Agreement may not be transferred, assigned or
delegated by any of the parties hereto without the prior written consent of the
other party hereto.

         7. Term and Termination. This Agreement shall commence on the Effective
Date and is for a term of four (4) months (the "Term"). Paragraphs 5, 6, 8 and 9
shall survive the expiration or termination of this Agreement under all
circumstances. Upon the expiration or termination of this Agreement, (a) each
party shall return the other's Confidential Information in his possession or
control, (b) all amounts not disputed in good faith that are owed by each party
to the other party under this Agreement which accrued before such termination or
expiration will be immediately due and payable and (c) Consultant shall deliver
to Company all deliverables completed and accepted up to the date of termination
and Company shall have all right, title and interest thereto. The Company shall
have the right to terminate this Agreement and the obligations hereunder in the
event of a material breach by Consultant of his performance obligations
hereunder.

         8. Notices. Any notices hereunder shall be sent to the Company and to
Consultant at their respective addresses set forth above. Any notice shall be
given by certified mail, return receipt requested, postage prepaid, overnight
courier or personal delivery. Notices shall be deemed to have been given when
deposited in the United States mail or delivered to a nationally-recognized
courier service. Either party may designate any other address to which notice
shall be given, by giving written notice to the other of such change of address
in the manner herein provided.

         9. General. This Agreement has been made in the State of New Jersey and
shall be construed and governed in accordance with the laws thereof without
giving effect to principles governing conflicts of law. This Agreement contains
the entire agreement between the parties, may not be altered or modified, except
in writing and signed by the party to be charged thereby, and supersedes any and
all previous agreements between the parties relating to the subject matter
hereof. This Agreement shall be binding upon the parties hereto and their
respective heirs, administrators, successors and permitted assigns. The failure
or neglect of the parties hereto to insist, in any one or more instances, upon
the strict performance of any of the terms or conditions of this Agreement, or
their waiver of strict performance of any of the terms or conditions of this
Agreement, shall not be construed as a waiver or relinquishment in the future of
such term or condition, but the same shall continue in full force and effect.

         IN WITNESS WHEREOF, the parties have caused their respective duly
authorized representatives to execute this Agreement as of the Effective Date.


FIRST MONTAUK FINANCIAL CORP.


     /s/ Victor K. Kurylak
By: ____________________________
    Victor K. Kurylak, President & C.E.O.


CONSULTANT

     /s/ Phillip P. D'Ambrisi
By: _________________________
    Phillip P. D'Ambrisi