CHANGE IN CONTROL

                               SEVERANCE AGREEMENT







                                 by and between





                           MAXCOR FINANCIAL GROUP INC.









                                       and







                               Robin Adrian Clark







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                                TABLE OF CONTENTS

                                -----------------



SECTION                                                                     PAGE

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1.       Term.................................................................1



2.       Definitions..........................................................2

         (a)   Disability.....................................................2

         (b)   Cause..........................................................2

         (c)   Good Reason....................................................2

         (d)   Change in Control..............................................4



3.       Compensation upon Termination or During Disability...................5

         (a)   By the Venture without Cause or by the Executive

               for Good Reason................................................5



4.       Mitigation...........................................................6



5.       Confidential Information; Noncompetition Requirement.................6

         (a)   Confidential Information.......................................6

         (b)   Noncompetition Requirement.....................................6

         (c)   Salary and Bonus Continuation..................................7

         (d)   Injunctive Relief..............................................7



6.       Indemnification; Legal Fees..........................................7



7.       Successors; Binding Agreement........................................8

         (a)   Company's Successors...........................................8

         (b)   Executive's Successors.........................................8



8.       Notice...............................................................8



9.       Governing Law and Exclusive Jurisdiction.............................9



10.      Miscellaneous........................................................9



11.      Validity.............................................................9



12.      Counterparts........................................................10



13.      Entire Agreement....................................................10



                                       i

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                      CHANGE IN CONTROL SEVERANCE AGREEMENT



         CHANGE IN CONTROL SEVERANCE AGREEMENT, dated as of October 1, 2002

(this "Agreement"), by and between Robin Adrian Clark (the "Executive") and

Maxcor Financial Group Inc., a Delaware corporation (the "Company").



         WHEREAS, the Company currently indirectly owns one hundred percent of

Euro Brokers Holdings Limited ("EBHL"), which, in turn, currently directly owns

fifty percent of Euro Brokers Finacor Limited (the "Venture");



         WHEREAS, the Executive is currently employed by the Venture and

furnishes services to the Venture as Joint Managing Director of the Venture

pursuant to the terms of an employment agreement with the Venture made as of

October 1, 2000 (the "UK 2000 Agreement");



         WHEREAS, the Executive additionally serves as Chief Executive Officer

of EBHL and as a director of the Company and, in view of his responsibility for

managing the Company's London operations, is currently deemed to be an executive

officer of the Company;



         WHEREAS, the Board of Directors of the Company (the "Board") recognizes

that, as is the case with many publicly held corporations, the possibility of a

Change in Control exists and that such possibility, and the uncertainty and

questions which it may raise among management, may result in the departure or

distraction of management personnel to the detriment of the Company and its

stockholders; and



         WHEREAS, the Board has determined that appropriate steps should be

taken to reinforce and encourage the continued attention and dedication of

members of the Company's management, including the Executive, to their assigned

duties without distraction in the face of potentially disturbing circumstances

arising from the possibility of a Change in Control; and



         WHEREAS, concurrently with the execution of this Agreement and in

consideration of the benefits he is receiving hereunder, the Executive is

executing an amendment to the UK 2000 Agreement that, among other things,

extends the term thereof and modifies a change of control provision contained

therein (the "UK 2000 Agreement, as so amended, the "UK Agreement");



         NOW, THEREFORE, in consideration of the premises and the mutual

agreements set forth below, the parties hereby agree as follows:



         1.    TERM The term of this Agreement (the "Term") shall commence on

the date first written above (the "Commencement Date"), and shall continue in

effect through October 1, 2006 or, if shorter or longer, the term of employment

of the Executive pursuant to the UK Agreement.



                                       1

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         2.    Definitions

               -----------



               (a)    DISABILITY   Disability shall be deemed the reason for the

termination by EBHL or the Venture of the Executive's employment if, as a result

of the Executive's incapacity due to physical or mental illness, the Executive

shall have been absent from the full-time performance of his duties with EBHL or

the Venture for the entire period of six consecutive months, and within thirty

(30) days after written notice of termination is given shall not have returned

to the performance of his duties with EBHL or the Venture on a full-time basis.



               (b)    CAUSE For purposes of this Agreement, EBHL or the Venture

shall be deemed to have terminated the Executive's employment for "Cause" if

EBHL or the Venture terminates his employment following any of the following

events:



                      (i)    the conviction of the Executive for the commission

         of a felony; or



                      (ii)   the willful and continuing failure by the Executive

         to substantially perform his duties with EBHL or the Venture (other

         than such failure resulting from the Executive's incapacity due to

         physical or mental illness or subsequent to the issuance of a written

         notice of termination by the Executive for Good Reason) after demand

         for substantial performance is delivered by EBHL or the Venture in

         writing that specifically identifies the manner in which EBHL or the

         Venture believes the Executive has not substantially performed his

         duties; or



                      (iii)  the willful misconduct by the Executive (including,

         but not limited to, breach by the Executive of the confidentiality or

         non-competition provisions of the UK Agreement) that is demonstrably

         and materially injurious to EBHL, the Venture or the Company or its

         other subsidiaries, whether monetarily or otherwise.



For purposes of this Section 2(b), no act or failure to act on the Executive's

part shall be considered "willful" unless done or failed to be done by the

Executive in bad faith and without reasonable belief that the Executive's action

or omission was in the best interest of EBHL, the Venture or the Company.



               (c)    GOOD REASON For purposes of this Agreement, the Executive

shall be deemed to have terminated his employment for "Good Reason" if the

Executive terminates his employment with the Venture following any of the

following events that occur following a Change in Control and without the

written consent of the Executive and that has not been fully cured within ten

(10) days after written notice thereof has been given by the Executive to the

Venture and the Company:



                      (i)    the assignment to the Executive of any duties

         inconsistent with the Executive's status as Joint Managing Director of

         Venture or a substantial adverse alteration in the nature of the

         Executive's responsibilities from those in effect immediately prior to

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