STOCK PLEDGE AGREEMENT

Exhibit 4.8.3

STOCK PLEDGE AGREEMENT

THIS STOCK PLEDGE AGREEMENT (this "Agreement") is dated as of December

7, 2007 and entered into by and between First Montauk Financial Corp., a New

Jersey corporation ("Pledgor"), and AEFC FMFK Investment Corp., a Delaware

corporation ("Secured Party"), under the following circumstances:

RECITALS

A. Pledgor is the legal and beneficial owner of all of the issued and

outstanding shares of capital stock (the "Pledged Shares") described in Schedule

I annexed hereto and issued by the corporations named therein.

B. Secured Party has entered into a Note Purchase Agreement dated as of

even date herewith (said Note Purchase Agreement, as it may hereafter be

amended, supplemented or otherwise modified from time to time, being the

"Purchase Agreement") with Pledgor pursuant to which Secured Party has made

certain commitments, subject to the terms and conditions set forth in the

Purchase Agreement, to lend up to $2,000,000 to Pledgor in exchange for the

Secured Convertible Promissory Note of Pledgor dated as of even date herewith

(said Secured Convertible Promissory Note, as it may hereafter be amended,

supplemented or otherwise modified from time to time, being the "Promissory

Note").

C. It is a condition precedent to the making of the loans by Secured

Party under the Purchase Agreement (collectively, the "Loan") that Pledgor shall

have granted the security interests and undertaken the obligations contemplated

by this Agreement.

NOW, THEREFORE, in consideration of the premises and in order to induce

Secured Party to enter into the Purchase Agreement and for other good and

valuable consideration, the receipt and adequacy of which are hereby

acknowledged, Pledgor hereby agrees with Secured Party as follows:

SECTION 1. Pledge of Security. Pledgor hereby pledges and assigns to

Secured Party, and hereby grants to Secured Party a security interest in, all of

Pledgor's right, title and interest in and to the following (collectively, the

"Pledged Collateral"):

(a) the Pledged Shares and the certificates representing the Pledged Shares and

any interest of Pledgor in the entries on the books of any financial

intermediary pertaining to the Pledged Shares, and all dividends, cash,

warrants, rights, instruments and other property or proceeds from time to time

received, receivable or otherwise distributed in respect of or in exchange for

any or all of the Pledged Shares;

(b) all additional shares of, and all securities convertible into and warrants,

options and other rights to purchase or otherwise acquire, stock of any issuer

of the Pledged Shares from time to time acquired by Pledgor in any manner (which

shares, securities, warrants, options and other rights shall be deemed to be

part of the Pledged Shares), the certificates or other instruments representing

such additional shares, securities, warrants, options or other rights and any

interest of Pledgor in the entries on the books of any financial intermediary

pertaining to such additional shares, and all dividends, cash, warrants, rights,

instruments and other property or proceeds from time to time received,

receivable or otherwise distributed in respect of or in exchange for any or all

of such additional shares, securities, warrants, options or other rights;

(c) all shares of, and all securities convertible into and warrants, options and

other rights to purchase or otherwise acquire, stock of any Person (as used

herein, "Person" shall mean and include an individual, a partnership, a

corporation, a business trust, a joint stock company, a limited liability

company, an unincorporated association or other entity and any domestic or

foreign national, state or local government, any political subdivision thereof,

and any department, agency, authority or bureau of any of the foregoing) that,

after the date of this Agreement, becomes, as a result of any occurrence, a

direct Subsidiary (as used herein, "Subsidiary" shall mean any corporation or

other entity of which ten percent (10%) or more of the outstanding capital stock

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entitled to vote for the election of directors or other governing body

(otherwise than as the result of a default) is owned by Pledgor directly or

indirectly through Subsidiaries) of Pledgor (which shares, securities, warrants,

options and other rights shall be deemed to be part of the Pledged Shares), the

certificates or other instruments representing such shares, securities,

warrants, options or other rights and any interest of Pledgor in the entries on

the books of any financial intermediary pertaining to such shares, and all

dividends, cash, warrants, rights, instruments and other property or proceeds

from time to time received, receivable or otherwise distributed in respect of or

in exchange for any or all of such shares, securities, warrants, options or

other rights; and

(d) to the extent not covered by clauses (a) through (c) above, all proceeds of

any or all of the foregoing Pledged Collateral. For purposes of this Agreement,

the term "proceeds" includes whatever is receivable or received when Pledged

Collateral or proceeds are sold, exchanged, collected or otherwise disposed of,

whether such disposition is voluntary or involuntary, and includes, without

limitation, proceeds of any indemnity or guaranty payable to Pledgor or Secured

Party from time to time with respect to any of the Pledged Collateral.

SECTION 2. Security for Obligations. This Agreement secures, and the

Pledged Collateral is collateral security for, the prompt payment or performance

in full when due, whether at stated maturity, by required prepayment,

declaration, acceleration, demand or otherwise (including the payment of amounts

that would become due but for the operation of the automatic stay under Section

362(a) of the Bankruptcy Code, 11 U.S.C. ss.362(a)), of all obligations and

liabilities of every nature of Pledgor now or hereafter existing under or

arising out of or in connection with the Purchase Agreement and the Promissory

Note and all extensions or renewals thereof, whether for principal, interest

(including, without limitation, interest that, but for the filing of a petition

in bankruptcy with respect to Pledgor, would accrue on such obligations), fees,

expenses, indemnities or otherwise, whether voluntary or involuntary, direct or

indirect, absolute or contingent, liquidated or unliquidated, whether or not

jointly owned with others, and whether or not from time to time decreased or

extinguished and later increased, created or incurred, and all or any portion of

such obligations or liabilities that are paid, to the extent all or any part of

such payment is avoided or recovered directly or indirectly from Secured Party

as a preference, fraudulent transfer or otherwise (all such obligations and

liabilities being the "Underlying Debt"), and all obligations of every nature of

Pledgor now or hereafter existing under this Agreement (all such obligations of

Pledgor, together with the Underlying Debt, being the "Secured Obligations").

SECTION 3. Delivery of Pledged Collateral. All certificates or

instruments representing or evidencing the Pledged Collateral shall be delivered

to and held by or on behalf of Secured Party pursuant hereto and shall be in

suitable form for transfer by delivery or, as applicable, shall be accompanied

by Pledgor's endorsement, where necessary, or duly executed instruments of

transfer or assignment in blank, all in form and substance satisfactory to

Secured Party. Secured Party shall have the right, at any time in its

discretion and without notice to Pledgor, to transfer to or to register in the

name of Secured Party or any of its nominees as pledgee, any or all of the

Pledged Collateral, subject only to the revocable rights specified in

Section 8(a). In addition, Secured Party shall have the right at any time to

exchange certificates or instruments representing or evidencing Pledged

Collateral for certificates or instruments of smaller or larger denominations.

SECTION 4. Representations and Warranties. Pledgor represents and

warrants as follows:

(a) Due Authorization, etc. of Pledged Collateral. All of the Pledged Shares

have been duly authorized and validly issued and are fully paid and

nonassessable.

(b) Description of Pledged Collateral. The Pledged Shares constitute all of the

issued and outstanding capital stock of each issuer thereof, and there are no

outstanding warrants, options or other rights to purchase, or other agreements

outstanding with respect to, or property that is now or hereafter convertible

into, or that requires the issuance or sale of, any Pledged Shares.

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(c) Ownership of Pledged Collateral. Pledgor is the legal, record and beneficial

owner of the Pledged Collateral free and clear of any Lien except for the

security interest created by this Agreement. As used herein, a "Lien" shall mean

any mortgage, deed of trust, pledge, hypothecation, assignment for security,

security interest, encumbrance, levy, lien or charge of any kind, whether

voluntarily incurred or arising by operation of law or otherwise, against any

property, any conditional sale or other title retention agreement, any lease in

the nature of a security interest, and the filing of any financing statement

(other than a precautionary financing statement with respect to a lease that is

not in the nature of a security interest) under the UCC or comparable law of any

jurisdiction.

(d) Governmental Authorizations. No authorization, approval or other action by,

and no notice to or filing with, any governmental authority or regulatory body

is required for either (i) the pledge by Pledgor of the Pledged Collateral

pursuant to this Agreement and the grant by Pledgor of the security interest

granted hereby or for the execution, delivery or performance of this Agreement

by Pledgor or (ii) the exercise in accordance with applicable law and the

provisions of this Agreement by Secured Party of the voting or other rights, or

the remedies in respect of the Pledged Collateral, provided for in this

Agreement (except as may be required in connection with a disposition of Pledged

Collateral by laws affecting the offering and sale of securities generally and

any approval required by the Financial Industry Regulatory Authority ("FINRA")).

(e) Perfection. The pledge of the Pledged Collateral by Pledgor pursuant to this

Agreement, together with the delivery of the certificates and instruments

described in Section 3 of this Agreement, creates a valid and perfected first

priority security interest in the Pledged Collateral, securing the payment of

the Secured Obligations.

(f) Margin Regulations. The pledge of the Pledged Collateral by Pledgor pursuant

to this Agreement does not violate Regulation G, T, U or X of the Board of

Governors of the Federal Reserve System.

(g) Other Information. All information heretofore, herein or hereafter supplied

to Secured Party by or on behalf of Pledgor with respect to the Pledged

Collateral, taken together, is accurate and complete in all material respects,

and Pledgor has not made any misrepresentations or omissions of material fact

with respect to the Pledged Collateral.

SECTION 5. Transfers and Other Liens; Additional Pledged Collateral;

etc. Pledgor shall:

(a) not, except as expressly permitted by the Purchase Agreement, (i) sell,

assign (by operation of law or otherwise) or otherwise dispose of, or grant any

option with respect to, any of the Pledged Collateral, (ii) create or suffer to

exist any Lien upon or with respect to any of the Pledged Collateral, except for

the security interest under this Agreement, or (iii) permit any issuer of

Pledged Shares to merge or consolidate unless either (i) all the outstanding

capital stock of the surviving or resulting corporation is, upon such merger or

consolidation, pledged hereunder and no cash, securities or other property is

distributed in respect of the outstanding shares of any other constituent

corporation or (ii) Pledgor is the surviving or resulting corporation;

(b) (i) cause each issuer of Pledged Shares not to issue any stock or other

securities in addition to or in substitution for the Pledged Shares issued by

such issuer, except to Pledgor, (ii) pledge hereunder, immediately upon its

acquisition (directly or indirectly) thereof, any and all additional shares of

stock or other securities of each issuer of Pledged Shares, and (iii) pledge

hereunder, immediately upon its acquisition (directly or indirectly) thereof,

any and all shares of stock of any Person that, after the date of this

Agreement, becomes, as a result of any occurrence, a direct Subsidiary of

Pledgor;

(c) promptly notify Secured Party of any event of which Pledgor becomes aware

causing loss or depreciation in the value of the Pledged Collateral;

(d) promptly deliver to Secured Party copies of all written notices received by

it with respect to the Pledged Collateral; and

(e) pay promptly when due all taxes, assessments and governmental charges or

levies imposed upon, and all claims against, the Pledged Collateral, except to

the extent the validity thereof is being contested in good faith; provided that

Pledgor shall in any event pay such taxes, assessments, charges, levies or

claims not later than five (5) Business Days prior to the date of any proposed

sale under any judgment, writ or warrant of attachment entered or filed against

Pledgor or any of the Pledged Collateral as a result of the failure to make such

payment. As used herein, "Business Days" shall mean any day other than a

Saturday, Sunday or public holiday under the laws of the State of Illinois or

other day on which banking institutions are authorized or obligated to close in

the State of Illinois.

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SECTION 6. Further Assurances, Pledge Amendments.

(a) Pledgor agrees that from time to time, at the expense of Pledgor, Pledgor

will promptly execute and deliver all further instruments and documents, and

take all further action, that may be necessary or desirable, or that Secured

Party may request, in order to perfect and protect any security interest granted

or purported to be granted hereby or to enable Secured Party to exercise and

enforce its rights and remedies hereunder with respect to any Pledged

Collateral. Without limiting the generality of the foregoing, Pledgor shall: (i)

execute and file such financing or continuation statements, or amendments

thereto, and such other instruments or notices, as may be necessary or

desirable, or as Secured Party may request, in order to perfect and preserve the

security interests granted or purported to be granted hereby and (ii) at Secured

Party's request, appear in and defend any action or proceeding that may affect

Pledgor's title to or Secured Party's security interest in all or any part of

the Pledged Collateral.

(b) Pledgor further agrees that it will, upon obtaining any additional shares of

stock or other securities required to be pledged hereunder as provided in

Section 5(b), promptly (and in any event within five (5) Business Days) deliver

to Secured Party a Pledge Amendment, duly executed by Pledgor, in substantially

the form of Schedule II annexed hereto (a "Pledge Amendment"), in respect of the

additional Pledged Shares to be pledged pursuant to this Agreement. Pledgor

hereby authorizes Secured Party to attach each Pledge Amendment to this

Agreement and agrees that all Pledged Shares listed on any Pledge Amendment

delivered to Secured Party shall for all purposes hereunder be considered

Pledged Collateral; provided that the failure of Pledgor to execute a Pledge

Amendment with respect to any additional Pledged Shares pledged pursuant to this

Agreement shall not impair the security interest of Secured Party therein or

otherwise adversely affect the rights and remedies of Secured Party hereunder

with respect thereto.

SECTION 7. Event of Default Defined. The term "Event of Default" as

used herein shall have the meaning ascribed to such term in the Purchase

Agreement.

SECTION 8. Voting Rights; Dividends; Etc.

(a) So long as no Event of Default shall have occurred and be continuing: