Exhibit 10.31
CONSULTING AGREEMENT
This agreement (this "Agreement") is made this 19th day of
January,
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 Robert I. Rabinowitz, with his
residence at 7
Meadows Lane, Ocean, New Jersey 07712 (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
legal
and regulatory consulting services related to the broker dealer
business of the
Company, and public company consulting work 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 legal or regulatory actions involving
the Company 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, the Company agrees to pay Consultant a retainer
fee (the
"Retainer Fee") of $100,000 during the Term (as defined in
Paragraph 7 below) of
this Agreement payable as follows: $50,000 payable on February 1,
2007; and Five
(5) monthly payments of $10,000 each beginning on July 1, 2007 and
continuing
through November 1, 2007. In addition to his compensation
hereunder, during the
Term of this agreement the Company will provide Consultant with
suitable office
space from which Consultant can provide his services, a cellular
telephone and
service. The Company shall reimbursed 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 $1,000
or aggregate
expenses in excess of $2,500 in any month without the prior written
approval of
the Company. During the Term, Company shall pay Consultant all
Retainer Fees due
on the first 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.
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. During the term of this Agreement, the Consultant
shall maintain in
good standing all of his securities and legal 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 Consultant's behalf, including but not limited
to
Executive's legal licenses, and securities, investment advisory
and
