AMENDMENT TO NOTE PURCHASE AGREEMENT

Note Purchase Agreement

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This Note Purchase Agreement involves

AEFC FMFK Investment Corp

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Title: AMENDMENT TO NOTE PURCHASE AGREEMENT
Date: 3/31/2008
Industry: Investment Services Sector: Financial

EXHIBIT 4.8.1

AMENDMENT TO NOTE PURCHASE AGREEMENT

This AMENDMENT TO NOTE PURCHASE AGREEMENT (this "Amendment") is made as of this 17 th day of December, 2007 by and between First Montauk Financial Corp., a New Jersey corporation (the "Company"), and AEFC FMFK Investment Corp., a Delaware corporation ("Purchaser"). The parties agree as follows:

A. Whereas the Company and Purchaser have entered into that certain NOTE PURCHASE AGREEMENT dated as of December 7, 2007 (the "Agreement"); and

B. Whereas the Company and Purchaser wish to amend the Agreement to conform the Agreement to the mutual understanding of the parties as set forth below.

NOW, THEREFORE, the parties hereto agree as follows:

1. Section 1.3 of the Agreement is hereby deleted in its entirety and replaced with the following:

" Warrants . In the event the

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