WARRANT

Exhibit 4.8.5

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT

BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933

ACT"), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. NEITHER THIS

WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY BE SOLD,

OFFERED FOR SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED IN THE ABSENCE

OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR PURSUANT TO

AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT AND IN

ACCORDANCE WITH APPLICABLE STATE SECURITIES AND BLUE SKY LAW.

WARRANT

Warrant No. ________ _______________, 20___

To Purchase ___________ Shares of Common Stock of

First Montauk Financial Corp., a New Jersey corporation (the "Company")

1. Number of Shares; Exercise Price; Term. This certifies that for good and

valuable consideration, receipt and sufficiency of which are hereby acknowledged

__________ ("Holder") is entitled, upon the terms and subject to the conditions

hereinafter set forth, at any time from after the date hereof and at or prior to

11:59 p.m. Central Time, on _______________, 20___ [INSERT DATE FIVE YEARS FROM

DATE OF ISSUANCE] (the "Expiration Time"), but not thereafter, to acquire from

the Company, in whole or in part, from time to time, up to _______ fully paid

and nonassessable shares (the "Shares") of Common Stock, no par value, of the

Company ("Common Stock"), at a purchase price of $0.35 per share (the "Exercise

Price"). The right to purchase all of the Shares under the Warrant shall vest

immediately upon issuance of this Warrant. The number of Shares, type of

security and Exercise Price are subject to adjustment as provided herein, and

all references to "Common Stock" and "Exercise Price" herein shall be deemed to

include any such adjustment or series of adjustments.

2. Exercise of Warrant. The purchase rights represented by this Warrant are

exercisable by the Holder, in whole or in part, at any time, prior to the

Expiration Time, by the surrender of this Warrant and the Notice of Exercise

annexed hereto, all duly completed and executed on behalf of the Holder, at the

office of the Company in Red Bank, New Jersey (or such other office or agency of

the Company as it may designate by notice in writing to the Holder at the

address of the Holder appearing on the books of the Company) and upon payment of

the Exercise Price for the Shares thereby purchased (by cash, certified or

cashier's check, or wire transfer payable to the Company). Thereupon, the Holder

as the holder of this Warrant, shall be entitled to receive from the Company a

stock certificate in proper form representing the number of Shares so purchased,

and a new Warrant in substantially identical form and dated as of such exercise

for the purchase of that number of Shares equal to the difference, if any,

between the number of Shares subject hereto and the number of Shares as to which

this Warrant is so exercised.

3. Issuance of Shares. Certificates for Shares purchased hereunder shall be

delivered to the Holder within a reasonable period of time after the date on

which this Warrant shall have been exercised in accordance with the terms

hereof. All Shares that may be issued upon the exercise of this Warrant shall,

upon such exercise, be duly and validly authorized and issued, fully paid and

nonassessable and free from all taxes, liens and charges in respect of the

issuance thereof (other than liens or charges created by or imposed upon the

Holder as the holder of the Warrant or taxes in respect of any transfer

occurring contemporaneously or otherwise specified herein). The Company agrees

that the Shares so issued shall be and shall for all purposes be deemed to have

been issued to the Holder as the record owner of such Shares as of the close of

business on the date on which this Warrant shall have been exercised or

converted in accordance with the terms hereof. The Company will at all times

reserve and keep available, solely for issuance, sale and delivery upon the

exercise of this Warrant, such number of Shares, equal to the number of such

Shares purchasable upon the exercise of this Warrant.

4. No Fractional Shares or Scrip. No fractional Shares or scrip representing

fractional Shares shall be issued upon the exercise of this Warrant. In lieu of

any fractional Share to which the Holder as the holder hereof would otherwise be

entitled, the Holder shall be entitled, at its option, to receive either (i) a

cash payment equal to the excess of fair market value for such fractional Share

above the Exercise Price for such fractional share (as determined in good faith

by the Company) or (ii) a whole Share if the Holder tenders the Exercise Price

for one whole share.

5. No Rights as Shareholders. This Warrant does not entitle the Holder as a

holder hereof to any voting rights or other rights as a shareholder of the

Company prior to the exercise hereof.

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6. Exchange and Registry of Warrant. This Warrant is exchangeable, upon the

surrender hereof by the Holder as the registered holder at the office or agency

of the Company referenced in Section 2 hereof, for a new Warrant in

substantially identical form and dated as of such exchange. The Company shall

maintain at the office or agency referenced in Section 2 hereof, a registry

showing the name and address of the Holder as the registered holder of this

Warrant. This Warrant may be surrendered for exchange or exercise, in accordance

with its terms, at the office of the Company, and the Company shall be entitled

to rely in all respects, prior to written notice to the contrary, upon such

registry.

7. Loss, Theft, Destruction or Mutilation of Warrant. Upon receipt by the

Company of evidence reasonably satisfactory to it of the loss, theft,

destruction or mutilation of this Warrant, and in the case of loss, theft or

destruction, of indemnity or security reasonably satisfactory to it, and upon

reimbursement to the Company of all reasonable expenses incidental thereto, and

upon surrender and cancellation of this Warrant, if mutilated, the Company will

make and deliver a new Warrant of like tenor and dated as of such cancellation

and reissuance, in lieu of this Warrant.

8. Saturdays, Sundays, Holidays, etc. If the last or appointed day for the

taking of any action or the expiration of any right required or granted herein

shall be a Saturday or a Sunday or shall be a legal holiday, then such action

may be taken or such right may be exercised on the next succeeding day not a

Saturday or a Sunday or a legal holiday.

9. Adjustments of Rights. The Exercise Price and/or the number of Shares

purchasable hereunder are subject to adjustment from time to time as follows:

9.1 Special Definitions. For purposes of this Section 9, the following

definitions apply:

(a) "Additional Shares of Common Stock" shall mean all shares of

Common Stock issued (or, pursuant to Section 9.3, deemed to be

issued) by the Company after the Note Date, other than shares

of Common Stock issued or issuable:

(i) upon conversion of the Promissory Note;

(ii) upon exercise of this Warrant or any warrant issued in

connection with the Promissory Note;

(iii) upon the exercise of any Anti-Dilution Exempt Securities (as

defined and listed in the Purchase Agreement) for shares of

Common Stock outstanding as of the Note Date;

(iv) for which adjustment of the Exercise Price (defined below)

is made pursuant to the Sections 9.6, 9.7 or 9.8 below;

(b) "Convertible Securities" shall mean any evidences of

indebtedness, shares or other securities convertible into or

exchangeable for Common Stock, directly or indirectly.

(c) "Exercise Price" shall mean the Exercise Price, as adjusted.

(d) "Note Date" shall mean the date of the Promissory Note.

(e) "Options" shall mean rights, options, or warrants to subscribe

for, purchase or otherwise acquire Common Stock or Convertible

Securities.

9.2 No Adjustment of Exercise Price. No adjustment in the Exercise Price

shall be made in respect of the issuance of Additional Shares of Common

Stock unless the consideration per share (determined pursuant to

Section 9.5 hereof) for an Additional Share of Common Stock issued or

deemed to be issued by the Company is less than the Exercise Price in

effect on the date of, and immediately prior to, such issue.

9.3 Deemed Issue of Additional Shares of Common Stock. In the event the

Company at any time or from time to time after the Note Date shall

issue any Options or Convertible Securities or shall fix a record date

for the determination of holders of any class of securities then

entitled to receive any such Options or Convertible Securities, then

the maximum number of shares (as set forth in the instrument relating

thereto without regard to any provisions contained therein designed to

protect against dilution) of Common Stock issuable upon the exercise of

Options or, in the case of Convertible Securities and Options therefor,

the conversion or exchange of such Convertible Securities, shall be

deemed to be Additional Shares of Common Stock issued as of the time of

such issue or, in case such a record date shall have been fixed, as of

the close of business on such record date, provided that in any such

case in which Additional Shares of Common Stock are deemed to be

issued:

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(a) no further adjustments in the Exercise Price shall be made

upon the subsequent issue of such Convertible Securities or

shares of Common Stock upon the exercise of such Options or

conversion or exchange of such Convertible Securities;

(b) if such Options or Convertible Securities by their terms

provide, with the passage of time or otherwise, for any

increase or decrease in the consideration payable to the

Company, or decrease or increase in the number of shares of

Common Stock issuable, upon the exercise, conversion or

exchange thereof, the Exercise Price computed upon the

original issue thereof (or upon the occurrence of a record

date with respect thereto), and any subsequent

adjustments based thereon, shall, upon any such increase or

decrease becoming effective, be recomputed to reflect

such increase or decrease insofar as it affects such

Options or the rights of conversion or exchange under such

Convertible Securities;

(c) upon the expiration of any such Options or any rights of

conversion or exchange under such Convertible Securities which

shall not have been exercised, the Exercise Price computed

upon the original issue thereof (or upon the occurrence of a

record date with respect thereto), and any subsequent

adjustments based thereon, shall, upon such expiration, be

recomputed as if:

(i) in the case of Convertible Securities or Options for Common

Stock, the only Additional Shares of Common Stock issued

w