M.H. MEYERSON & CO., INC. 525 WASHINGTON BLVD. JERSEY CITY, NJ 07310 January 30, 2003 Mr. John P. Leighton 180 Nassau Blvd. Garden City, NY 11530 Dear Mr. Leighton: Reference is hereby made to the Option Agreement, dated January 14, 2003 (the "Option...

                            X.X. XXXXXXXX & CO., INC.
                              000 XXXXXXXXXX XXXX.
                              XXXXXX XXXX, XX 00000



                                                                January 30, 2003



Xx. Xxxx X. Xxxxxxxx
000 Xxxxxx Xxxx.
Xxxxxx Xxxx, XX  00000


Dear Xx. Xxxxxxxx:


         Reference is hereby made to the Option Agreement, dated January 14,
2003 (the "Option Agreement"), by and between X.X. XXXXXXXX & CO., INC. (the
"Company") and Xxxx X. Xxxxxxxx.

         In connection with the mutually agreed upon restructuring of the
compensation to be paid you by the Company, effective the date hereof the Option
Agreement is hereby terminated and of no further force and effect.

         Kindly indicate your agreement with the above by signing the enclosed
copy of this letter and returning it to the undersigned.

                                             Sincerely yours,

                                             X.X. XXXXXXXX & CO., INC.


                                             By:  /s/ Xxxxxx X. Xxxxxxxx
                                                ------------------------
                                                  Xxxxxx X. Xxxxxxxx
                                                  Co-Chairman


ACKNOWLEDGED AND AGREED TO AS
OF THE DATE FIRST SET FORTH ABOVE:


/s/ Xxxx X. Xxxxxxxx
--------------------
Xxxx X. Xxxxxxxx