This SERVICES AGREEMENT (this Agreement") is made and entered into as of March 10, 1997 by and
between SIEBERT, BRANDFORD, SHANK & CO., LLC., a Delaware limited liability company (the
"Company"), and MURIEL SIEBERT & CO., INC., a Delaware corporation ("MS&Co.").
R E C I T A L S
WHEREAS, the Company desires to obtain certain services from MS&Co. and MS&Co. desires to provide
such services; and
WHEREAS, the parties are willing to enter into this Agreement on the terms and subject to the conditions set
NOW THEREFORE, in consideration of the covenants and undertakings of the parties hereto and other good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto
hereby agree as follows:
1.1 The Designated Services. During the term of this Agreement, MS&Co. shall provide certain personnel
including the full-time services of Napoleon Brandford III and Suzanne F. Shank and such other persons as the
Company may request as well as administrative, payroll, technical and employee benefits services to the
Company and such other services as may be approved in advance by the Company (collectively, "Services").
MS&Co. will furnish the Services and perform its obligations hereunder in accordance with its standard policies
and practices; provided that MS&Co. and its Affiliates shall have no liability to the Company of any kind
whatsoever arising, directly or in any way indirectly, from the furnishing of the Services or the performance of
MS&Co.'s obligations hereunder, the manner in which such activities are or fail to be conducted or from any
transaction in connection with the Services between MS&Co. and its Affiliates and the Company to which
MS&Co. or its Affiliates and the Company are parties except for conduct constituting fraud, gross negligence or
a pattern of repeated and intentional misconduct causing material damage to the Company over an extended
period of time.