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<TYPE>8-K
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<PERIOD>20110209
<ITEMS>1.02
<ITEMS>8.01
<ITEMS>9.01
<FILING-DATE>20110303
<DATE-OF-FILING-DATE-CHANGE>20110303
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>BKF CAPITAL GROUP INC
<CIK>0000009235
<ASSIGNED-SIC>6282
<IRS-NUMBER>360767530
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
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<FILM-NUMBER>11658509
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>ONE ROCKEFELLER PLAZA
<CITY>NEW YORK
<STATE>NY
<ZIP>10020
<PHONE>2123328400
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>ONE ROCKEFELLER PLAZA
<CITY>NEW YORK
<STATE>NY
<ZIP>10020
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>BAKER FENTRESS & CO
<DATE-CHANGED>19970829
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>BAKER FENTRESS & CO ET AL
<DATE-CHANGED>19940714
</FORMER-COMPANY>
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<TYPE>8-K
<SEQUENCE>1
<FILENAME>bkf-3118k.txt
<DESCRIPTION>FORM 8-K
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT
                         PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


       Date of Report (Date of earliest event reported): February 9, 2011


                         Commission file number: 1-10024

                             BKF CAPITAL GROUP INC.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)


           Delaware                                   36-0767530
 ------------------------------                   ------------------
State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization                     Identification No.)


              225 N.E. Mizner, Suite 400 Boca Raton, Florida 33432
             ------------------------------------------------------
               (Address of Principal Executive Office) (Zip Code)


                                 (561) 362-4199
               --------------------------------------------------
               (Registrant's telephone number including area code)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))

<PAGE>

Section 1 - Registrant's Business and Operations

Item 1.02 Termination of a Material Definitive Agreement.

     Pursuant to an agreement, dated as of December 31, 2010 (the "Termination
Agreement"), between BKF Management Co., Inc., a wholly owned subsidiary of BKF
Capital Group, Inc. (the "Company")and RCPI LANDMARK PROPERTIES, L.L.C.
("RCPI"), the Company, terminated that certain Lease dated December 20, 1993, as
amended by Supplemental Indenture dated March 2, 1995, the First Amendment to
Lease dated June 23, 1997, the Second Amendment to Lease dated as of January 22,
1998, the Third Amendment to Lease dated as of December 31, 1998, the Fourth
Amendment of Lease dated July 18, 2000, the Fifth Amendment to Lease dated as of
May 14, 2001, Conduit License Agreement dated May 14, 2001, the Sixth Amendment
to Lease dated as of September 28, 2001, and the Seventh Amendment to Lease and
Partial Surrender Agreement dated October 10, 2003 (as so amended, the "Lease")
with respect to the entire 18th floor, the entire 19th floor and Space 'G' on
the 15th floor of the building known as One Rockefeller Plaza, New York, New
York, effective January 1, 2011. In connection with the early termination of the
Lease, the Company paid the sum of $1,139,049.63 to RCPI (the "Lease Termination
Payment") as consideration for the early termination of the Lease. The Lease
Termination Payment was calculated based upon the present value of the aggregate
net rent due under the Lease. As a result of the early termination of the Lease,
the Company has saved approximately $370,000 in payments due and payable by the
Company under the Lease. The Termination Agreement became binding upon its
delivery to the Company on February 9, 2011. A copy of the Termination Agreement
is attached hereto as Exhibit 10.39 and is incorporated herein by reference.

Section 8 - Other Events.

Item 8.01 - Other Events.

     On March 1, 2011, the Company hired Maria Fregosi as the Chief Financial
Officer and Senior Vice President of the Company. A copy of Ms. Fregosi's
employment agreement with the Company is attached hereto as Exhibit 10.40.

     Ms. Fregosi was most recently the chief operating officer and chief
financial officer of Client First Settlement Funding ("CFSF"), a boutique
specialty finance company. At CFSF, Ms. Fregosi's responsibilities included
establishing funding and building the investor base and managing the day to day
operations of the business. Ms. Fregosi successfully established all the
policies and procedures and staffed the firm to fully support them. Ms. Fregosi
also over saw the financial aspects of the business.

     Prior to CFSF, Ms. Fregosi was an Executive Vice President at ABN AMRO Bank
for 15 years. She was part of the executive team that ran and successfully sold
the mortgage and home equity business from ABN AMRO to Citibank. Ms. Fregosi
created and ran the Integrated Market Strategies group at ABN AMRO, encompassing
loan and servicing portfolio management, loan pricing, secondary marketing, new
product development, analytics, capital markets and pipeline hedging. She was
responsible for the development and creation of the ABN AMRO mortgage conduit
program (AMAC), the capital markets business (AMCAP), the first US style
mortgage securitization in Europe and the commercial mortgage securitization
program at ABN AMRO.


<PAGE>

     Ms. Fregosi has been involved with investment banking, portfolio management
and asset and mortgage securitization for over 20 years. She rated transactions
for most of the major mortgage originators when she was part of the Structured
Finance Group at Moody's Investor Service. She began her career at Goldome
Savings Bank in Buffalo, NY. She was also a successful portfolio manager at
MetLife and Stein, Roe, Farnham.

     Ms. Fregosi is a summa cum laude graduate of the State University College
of New York at Buffalo with a BA in Economics and she has an MBA in Finance and
Applied Economics from the Simon School at the University of Rochester.


Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

          (c) Exhibits.

     The following Exhibits are hereby filed as part of this Current Report on
Form 8-K:

Exhibit
-------
10.39     Copy of Termination Agreement, between BKF Management Co.,
          Inc. and RCPI LANDMARK PROPERTIES, L.L.C., dated as of
          December 31, 2010.

10.40     Copy of Employment Agreement, between BKF Captial Group, Inc.
          and Maria Fregosi, dated March 1, 2011.


                                   SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, BKF
Capital Group, Inc. has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

Dated: March 2, 2011

                                           BKF CAPITAL GROUP, INC.
                                                 (Registrant)


                                       By: /s/ STEVEN N. BRONSON
                                           ----------------------------
                                           Steven N. Bronson, President


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.39
<SEQUENCE>2
<FILENAME>ex10-39.txt
<DESCRIPTION>EXHIBIT 10.39
<TEXT>
                                                                   Exhibit 10.39


                              TERMINATION AGREEMENT


     This TERMINATION AGREEMENT dated as of December 31, 2010 (this "Agreement")
between RCPI LANDMARK PROPERTIES, L.L.C., having an office c/o Tishman Speyer,
45 Rockefeller Plaza, New York, New York 10111 ("Landlord"), and BKF Management
Co., Inc. a Delaware corporation, having an office at 225 N.E. Mizner Blvd, Ste.
400, Boca Raton, Florida 33432 ("Tenant").

                               W I T N E S S E T H:
                               - - - - - - - - - -

     WHEREAS, Landlord's predecessor-in-interest, Rockefeller Center Properties,
and Tenant's predecessor-in-interest, John A. Levin & Co., Inc., entered into
that certain Lease dated December 20, 1993, as amended by Supplemental Indenture
dated March 2, 1995, the First Amendment to Lease dated June 23, 1997, the
Second Amendment to Lease dated as of January 22, 1998, the Third Amendment to
Lease dated as of December 31, 1998, the Fourth Amendment of Lease dated July
18, 2000, the Fifth Amendment to Lease dated as of May 14, 2001, Conduit License
Agreement dated May 14, 2001, the Sixth Amendment to Lease dated as of September
28, 2001, and the Seventh Amendment to Lease and Partial Surrender Agreement
dated October 10, 2003 (as so amended, the "Original Lease") with respect to the
entire 18th floor, the entire 19th floor and Space 'G' on the 15th floor (the
"Storage Premises"), (collectively the "Premises") of the building known as One
Rockefeller Plaza, New York, New York (the "Building") all as more particularly
described in the Lease; and

     WHEREAS, Tenant desires to surrender all of its right, title and interest
in and to the Premises and to terminate the Lease, and Landlord desires to
accept such surrender and termination, all on the terms and conditions as
hereinafter provided.

     NOW, THEREFORE, in consideration of the mutual covenants herein contained,
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Landlord and Tenant hereby agree as follows:

     1. Capitalized Terms. All capitalized terms used and not otherwise defined
in this Agreement shall have the respective meanings ascribed to them in the
Lease.

     2. Termination of Lease. (a) Effective as of January 1, 2011 (the
"Surrender Date"), the term of the Lease shall end and expire and Tenant's
estate in and possession of the Premises shall terminate and be wholly
extinguished with the same force and effect as if such date was initially set
forth in the Lease as the expiration date thereof. All fixed rent, additional
rent and other amounts payable under the Lease shall be apportioned as of the
Surrender Date. In consideration of Landlord accepting Tenant's surrender of the
Premises


<PAGE>


and the termination of the Lease and in payment of all sums due under the Lease
through and including the Surrender Date, Tenant shall pay to Landlord upon the
execution and delivery of this Agreement, by certified or bank check, the sum of
$1,139,049.63 (the "Termination Payment"), without any set-off, counterclaim,
abatement or deduction whatsoever.

          (b) Tenant represents and warrants that it has not assigned, pledged
     or encumbered the Lease or sublet the Premises or done or suffered any
     other action as a result of which the Lease or the Premises might be
     subject to any lien or encumbrance other than that certain sublease between
     Tenant and Daylight Forensic and Advisory LLC ("Subtenant"), and which was
     further sub-subleased to Navigant Consulting, Inc. ("Sub-subtenant"), it
     being acknowledged that Landlord has consented to both the sublease and the
     sub-sublease prior to the date hereof. Tenant warrants that the foregoing
     covenants and representations will be true and correct as of the Surrender
     Date. Landlord and Tenant further agree and acknowledge that Landlord has
     consented to the occupancy of the Premises subsequent to the Surrender Date
     by either (or both Subtenant and Sub-subtenant), and that Tenant shall have
     no liability for its failure to deliver vacant possession of the Premises
     to Landlord.

          (c) Provided Tenant has not defaulted under any of the terms of the
     Lease or this Agreement, Landlord shall, within 30 days following notice
     from Tenant that the Surrender Date has occurred, return to Tenant the
     Security then being held by Landlord pursuant to Article Twenty-Six of the
     Lease.

          (d) Tenant shall complete and timely submit all returns and
     questionnaires relating to New York City and State real property transfer
     tax laws and any other applicable real property transfer or gains tax laws
     (the taxes which are the subject of such laws are hereinafter referred to
     collectively as "Transfer Taxes") in connection with the transactions
     contemplated by this Agreement (and Landlord shall promptly execute any
     Transfer Tax returns and questionnaires required to be executed by
     Landlord, provided such returns and questionnaires are in form reasonably
     satisfactory to Landlord), if applicable. Tenant shall timely pay all
     Transfer Taxes, if any, and shall deliver evidence, reasonably acceptable
     to Landlord, of such payment simultaneously to Landlord. Tenant shall
     indemnify, defend (with legal counsel reasonably acceptable to Landlord)
     and hold harmless Landlord from all losses, liabilities, interest,
     judgments, suits, demands, damages, costs and expenses (including
     attorneys' fees and disbursements incurred in the defense thereof) that
     Landlord may incur by reason of Tenant's failure to complete and timely
     submit any and all Transfer Tax returns and questionnaires and/or Tenant's
     failure to timely pay any and all Transfer Taxes.



<PAGE>

     3. Release of Tenant. Provided that (i) Tenant complies in all respects
with its obligations hereunder, (ii) Tenant is not named as a debtor in any
bankruptcy proceeding during the period of 101 days following Landlord's actual
receipt of the Termination Payment, (iii) Landlord receives the full amount of
the Termination Payment and (iv) Landlord is not required to disgorge any sums
received from Tenant, then effective as of the Effective Date, Landlord, on
behalf of itself and each of its parent, subsidiaries, affiliates, shareholders,
members, partners, officers and directors and the successors and assigns of each
of them (collectively, the "Landlord Related Persons") shall be deemed, without
further action, to have released, acquitted and forever discharged Tenant and
each of its parent, subsidiaries, affiliates, shareholders, members, partners,
officers and directors and the successors and assigns of each of them
(collectively, the "Tenant Related Persons") from any and all claims, demands,
proceedings, causes of action, orders, obligations, contracts, agreements, debts
and liabilities, whatsoever (including, without limitation, any adjustments of
Operating Expenses), whether known or unknown, suspected or unsuspected, both at
law and in equity, which Landlord or any Landlord Related Person now has, have
ever had or may hereafter have against Tenant or any Tenant Related Person
arising under or related to the Lease or the Premises. Notwithstanding the
foregoing, all of Tenant's obligations and liabilities under the Lease and this
Agreement which accrued or arose or relate to matters occurring on or before the
Effective Date shall survive the Effective Date, including, without limitation,
Tenant's obligation under the Lease (and any liability resulting from Tenant's
failure to perform such obligation) to indemnify, defend and hold harmless
Landlord for all liabilities, obligations, suits, claims, fines, damages,
penalties, costs, charges and expenses (collectively, the "Damages") (including,
without limitation, attorneys' fees and disbursements) which may be imposed
upon, incurred or paid by, or asserted against, Landlord, or for which Landlord
may become, or is, liable, that are imposed by, or incurred or paid to, or
asserted by, third parties, including, without limitation, Damages resulting
from (a) injuries to persons occurring at the Premises on or prior to the
Effective Date; (b) Tenant's failure to have paid for any work performed at, or
materials or supplies installed at or furnished to, the Premises on or prior to
the Effective Date, at the request of, or for the benefit of, Tenant or any
person or entity claiming by, through or under Tenant; or (c) Tenant's failure
to have paid for any utilities or services furnished to Tenant on or prior to
the Effective Date.

     4. Release of Landlord. Effective as of the Effective Date, Tenant, on
behalf of itself and each of the Tenant Related Persons, hereby releases,
acquits and forever discharges Landlord and each of the Landlord Related Persons
from any and all claims, demands, proceedings, causes of action, orders,
obligations, contracts, agreements, debts and liabilities, whatsoever, whether
known or unknown, suspected or unsuspected, both at law and in equity
(collectively, "Tenant Claims"), which Tenant or any Tenant Related Person now
has, has ever had or may hereafter have against Landlord or any Landlord Related
Person arising under or related to, the Lease, or the Premises.


<PAGE>


     5. Brokerage. Each of Landlord and Tenant represents and warrants to the
other that it has not dealt with any broker in connection with this Agreement
other than Tishman Speyer Properties, L.P. ("TSP"), and that, to the best of its
knowledge, no other broker negotiated this Agreement or is entitled to any fee
or commission in connection herewith. Landlord shall pay TSP any commission due
in connection with the transactions contemplated by this Agreement in accordance
with the terms of a separate agreement. Each of Landlord and Tenant shall
indemnify, defend, protect and hold the other party harmless from and against
any and all losses, liabilities, damages, claims, judgments, fines, suits,
demands, costs, interest and expenses of any kind or nature (including
reasonable attorneys' fees and disbursements) incurred in connection with any
claim, proceeding or judgment and the defense thereof which the indemnified
party may incur by reason of any claim of or liability to any broker, finder or
like agent (other than TSP) arising out of any dealings claimed to have occurred
between the indemnifying party and the claimant in connection with this
Agreement, or the above representation being false.

     6. Representations and Indemnification. (a) Tenant hereby represents and
warrants to Landlord that, as of the date hereof, (i) the Lease is in full force
and effect and has not been modified except pursuant to this Agreement; (ii) to
the best of Tenant's knowledge, there are no defaults existing under the Lease;
(iii) to the best of Tenant's knowledge there exist no valid abatements, causes
of action, counterclaims, disputes, defenses, offsets, credits, deductions, or
claims against the enforcement of any of the terms and conditions of the Lease;
(iv) this Agreement has been duly authorized, executed and delivered by Tenant
and constitutes the legal, valid and binding obligation of Tenant; and (v) there
are no actions, whether voluntary or otherwise, pending against Tenant under the
bankruptcy or insolvency laws of the United States or any state thereof.

          (b) Tenant agrees to indemnify, defend and hold harmless Landlord for
     all Damages (including, without limitation, reasonable attorneys' fees and
     disbursements) which may be imposed upon, incurred or paid by, or asserted
     against Landlord, resulting from (a) Tenant's breach of any its agreements,
     covenants, representations and warranties hereunder and (b) any inability
     of Landlord to retain the full amount of the Termination Payment.

     7. Miscellaneous. (a) Except as set forth herein, nothing contained in this
Agreement shall be deemed to amend or modify in any respect the terms of the
Lease.

          (b) This Agreement contains the entire agreement of the parties with
     respect to its subject matter and all prior negotiations, discussions,
     representations, agreements and understandings heretofore had among the
     parties with respect thereto are merged herein.


<PAGE>

          (c) This Agreement may be executed in duplicate counterparts, each of
     which shall be deemed an original and all of which, when taken together,
     shall constitute one and the same instrument. (d) This Agreement shall be
     binding upon and inure to the benefit of Landlord and Tenant and their
     successors and permitted assigns.

          (e) The terms and provisions of this Agreement shall survive the
     expiration or earlier termination of the Lease.

     IN WITNESS WHEREOF, Landlord and Tenant have executed this Agreement as of
the day and year first above written.

                                    LANDLORD:

                                    RCPI LANDMARK PROPERTIES, L.L.C.


                                    By: /s/
                                        -------------------------------------

                                     TENANT:

                                     BKF Management Co., Inc.


                                     By: /s/
                                         -------------------------------------


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.40
<SEQUENCE>3
<FILENAME>ex10-40.txt
<DESCRIPTION>EXHIBIT 10.40
<TEXT>
                                                                   Exhibit 10.40

                              EMPLOYMENT AGREEMENT
                              --------------------


     This EMPLOYMENT AGREEMENT (the "Agreement"), dated as of March 1, 2011, is
entered into between BKF Capital Group, Inc., a Delaware corporation, with
offices located at 225 N.E. Mizner Boulevard, Boca Raton, Florida 33432 ("BKF
Capital" or the "Company") and Maria Fregosi, an individual, who resides at 541
N.E. Spanish Trial, Boca Raton, Florida 33432 ("Executive"). BKF Capital and
Executive are each referred to herein as a "Party" and collectively, the
"Parties").


                               W I T N E S S E T H :
                               - - - - - - - - - -


     WHEREAS, BKF Capital desires to employ Executive, and Executive is willing
to accept such employment on the terms and conditions set forth below.


     NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth in this Agreement, BKF Capital and Executive agree as follows:


     1. Employment. BKF Capital hereby employs Executive as its Chief Financial
Officer and Senior Vice President, reporting to Company's Chief Executive
Officer, Steven N. Bronson (the "CEO") and the Board of Directors (the "Board"),
subject to the conditions set forth in this Agreement.


     2. Duties. The Executive shall perform all reasonable duties incident to
the positions of Chief Financial Officer and Senior Vice President as well as
any other duties as may from time to time be assigned by the CEO and/or the
Board, and agrees to abide by all policies, practices, procedures or rules of
the Company, provided same are consistent with the scope and dignity of
Executive's position. The Executive agrees to devote her best efforts, energies
and skill to the discharge of the duties and responsibilities attributable to
her position, and to this end, she will devote a majority of her time and
attention to the business and affairs of the Company, its subsidiaries and its
affiliates. The Executive also agrees that she shall not take personal advantage
of any business opportunities which arise during her employment and which may
benefit the Company or its affiliates. All material facts regarding such
opportunities must be promptly reported to the CEO and the Board for
consideration by the Company or its affiliates. Notwithstanding the foregoing,
the Executive may donate her time and efforts to charitable causes, educational
and other similar activities, so long as such endeavors do not affect her
ability to perform her duties under this Agreement. If requested by the Company,
and provided Executive deems she has reasonable availability, the Executive
shall serve on the board of directors of any affiliate of the Company or any
committee thereof without additional compensation. Company shall have the right,
but not the obligation, to use Executive's name, photograph, likeness and
approved biographical data for the purpose of advertising, marketing, promoting,
publicizing and exploiting any matter related to the duties performed hereunder.


<PAGE>

     3. Term. The term of this Agreement shall commence on March 1, 2011, and
shall continue until terminated by either Party (the "Term") (the "Term").
Executive understands and agrees that her employment with the Company is at
will, which means that either the Executive or the Company may terminate this
Agreement at any time, with or without cause, and with or without prior notice.
Any modification of the "at will" nature of the employment must be in writing
and executed by the Executive and by the Company, after approval by the Board.


     4. Compensation and Benefits.

     4.1 Warrants. In exchange for the services to be rendered by Executive
herein, BKF Capital shall issue Executive warrants (the "Warrants") to purchase
200,000 shares of BKF Capital's common stock, $.01 par value (the "Common
Stock"). Specifically, BKF Capital shall issue Executive warrants to purchase
100,000 shares of Common Stock at a strike price at $1.55 per share (the "$1.55
Warrants"), and warrants to purchase 100,000 shares of Common Stock at a strike
price at $2.00 per share (the "$2.00 Warrants").

          a. Vesting of Warrants. The Warrants shall vest as follows:

          (i)  50,000 $1.55 Warrants shall vest upon the occurrence of BKF
               Capital raising $5,000,000 through the sale of equity and
               completion of twelve months of employment;

          (ii) 50,000 $1.55 Warrants shall vest upon the occurrence of BKF
               Capital raising an aggregate amount of $10,000,000 from the
               execution of this Agreement;

          (iii) 50,000 $2.00 Warrants shall vest upon the occurrence of BKF
               Capital raising an aggregate amount of $15,000,000 from the
               execution of this Agreement; and

          (iv) 50,000 $2.00 Warrants shall vest upon the occurrence of BKF
               Capital raising an aggregate amount of $20,000,000 from the
               execution of this Agreement.

          b. Terms of Warrants. The Warrants are exercisable for a period of 5
     years, but they shall expire and terminate ninety (90) days after
     Executive's separation from BKF Capital for any reason. The Warrants are
     subject to dilution based on future issuances of securities of BKF Capital,
     but it is the goal of BKF Capital to only raise capital at a level that
     would be accretive to BKF's current net asset value.

     4.2 Bonus Compensation. The Executive shall also be entitled to participate
in the bonus pool (the "Bonus Pool") to be established by BKF Capital. It is
anticipated that participants in the Bonus Pool will share in a bonus of
approximately 1% to 2% of the annual realized gains and operating profit of BKF
Capital.


<PAGE>

     4.3 Temporary Wages/Draw. Until the Bonus Pool, described in Section 4.2,
above, is established, BKF Capital will pay to Executive temporary wages in the
amount of $5,000 per month (the "Temporary Wages"), payable on the 15th day of
the following month. Once the Executive receives a distribution from the Bonus
Pool, the Temporary Wages shall automatically cease and terminate, and
thereafter the Executive shall receive a monthly draw in the amount of $5,000,
which shall be deducted from any future distributions earned by Executive under
the Bonus Pool.

     4.4 Vacation and Sick Leave. During the Term, the Executive shall be
entitled to an aggregate of four (4) weeks of paid vacation, and five (5) days
of paid sick leave, prorated for any portion of a year to the date of
termination. The timing and duration of any vacation shall be subject to the
prior written approval of the Company, in its discretion.

     4.5 Executive Benefit Plans. At all times during the term of this Agreement
the Executive shall be provided the opportunity to participate in all health,
pension and welfare plans, life insurance, programs and benefits (the "Plans")
as approved by the Company's Compensation Committee/Board of Directors.


     5. Reimbursement of Business Expenses. During the term of this Agreement,
upon submission of proper invoices, receipts or other supporting documentation
satisfactory to BKF Capital and in specific accordance with such guidelines as
may be established from time to time, Executive shall be reimbursed by BKF
Capital for all reasonable business expenses actually and necessarily incurred
by Executive on behalf of BKF Capital in connection with Executive's performance
of services under this Agreement.


     6. Representations as to Employability.

     6.1 Absence of prior restrictions. Executive represents and warrants that
Executive is not party to, or bound by, any agreement or commitment, or subject
to any restriction, including, but not limited to agreements related to previous
employment containing confidentiality, non-solicitation, non-poaching or
non-compete covenants, which would adversely affect the business of BKF Capital
or Executive's performance of duties under this Agreement.

     6.2 Absence of third party proprietary information. Executive represents
and warrants that Executive is not in possession of and will not bring onto the
Company's premises or access or utilize any proprietary information of any prior
employer or other third-party that Executive is not permitted to have. Executive
represents, further, that Executive will be able to fulfill Executive's duties
hereunder without such proprietary information by utilizing only information
that is generally available in the public domain or the rightful property of
Executive or the Company.


<PAGE>

     7. Confidentiality and Proprietary Information.

     7.1 Non-Disclosure. During the course of Executive's employment with BKF
Capital, Executive will learn of Confidential Information (as defined below) and
Executive may develop Confidential Information on behalf of BKF Capital.
Executive agrees that Executive will not use or disclose to any Person (except
as required by applicable law or for the proper performance of Executive's
duties and responsibilities for BKF Capital) any Confidential Information
obtained or created by Executive incident to Executive's employment or any other
association with BKF Capital. Executive understand that this restriction shall
continue to apply after Executive's employment terminates, regardless of the
reason for such termination.

     7.2 Protection of Information. All information, data, documents, records
and files, in any kind of media, relating to the business (whether past, present
or future) of BKF Capital ("Confidential Information"), whether or not prepared
by Executive, shall be the sole and exclusive property of BKF Capital. Executive
agree to safeguard all Confidential Information and to surrender to BKF Capital,
at the time Executive's employment terminates or at such earlier time as
requested, all tangible forms of Confidential Information of BKF Capital then in
Executive's possession or control, and to destroy or retrieve any copies, such
that no Confidential Information which was at any time in Executive's possession
or control will exist in tangible form other than what Executive have turned
over to BKF Capital or destroyed.

     7.3 Proprietary Information and Inventions Agreement. The Executive
represents and acknowledges that she has executed the Company's Proprietary
Information and Inventions Agreement which provides for, among other things,
non-disclosure of confidential and proprietary information. A copy of the
Company's form Proprietary Information and Inventions Agreement is attached
hereto as Appendix A, and is expressly made a part of this Agreement. The
Executive, further, represents and acknowledges that she is bound by the terms
of the Executive Proprietary Information and Inventions Agreement and that any
breach of the Executive Proprietary Information and Inventions Agreement shall
constitute a material breach of this Agreement.


     8. Non-competition and Non-solicitation. The Executive represents and
acknowledges that she has executed the Company's Covenant Not to Compete and
Non-Solicitation Agreement which provides for, among other things,
non-competition and non-solicitation of customers and employees of the Company.
A copy of the Company's form Covenant Not to Compete and Non-Solicitation
Agreement is attached hereto as Appendix B, and is expressly made a part of this
Agreement. The Executive, further, represents and acknowledges that she is bound
by the terms of the Company's Covenant Not to Compete and Non-Solicitation
Agreement and that any breach of the Company's Covenant Not to Compete and
Non-Solicitation Agreement shall constitute a material breach of this Agreement.


     9. Termination. This Agreement may be terminated prior to the expiration of
the Term set forth in Section 3 upon the occurrence of any of the events set
forth in, and subject to the terms of, this Section 9.


<PAGE>

     9.1 Voluntarily. The Company and/or the Executive may terminate this
Agreement at any time by written notice to the other Party. Either Party may
waive such notice from the other Party.

     9.2 Death. This Agreement will terminate immediately and automatically upon
Executive's death.

     9.3 Disability. This Agreement may be terminated at BKF Capital's option,
immediately upon notice to the Executive, if Executive shall suffer a permanent
disability. For the purposes of this Agreement, the term "permanent disability"
shall mean Executive's inability to perform Executive's duties under this
Agreement for a period of ninety (90) consecutive days due to illness, accident
or any other physical or mental incapacity, as determined by the Board. In the
event that a dispute arises with respect to Executive's disability, the parties
shall each select a duly licensed medical doctor to make such a determination.
If the two doctors so selected cannot agree on a determination, they will
mutually select a third duly licensed medical doctor and the decision of the
majority of the three doctors will be binding.

     9.4 Termination by BKF Capital for Cause. Notwithstanding anything
contained herein to the contrary, Company may terminate the employment of the
Executive and all of the Company's obligations under this Agreement at any time
for Cause (as hereinafter defined) by giving the Executive written notice of
such termination, with reasonable specificity of the details thereof. "Cause"
shall include, without limitation, the following: (i) conviction (including
conviction on a NOLO CONTENDERE plea) of a felony, or a misdemeanor where
imprisonment is imposed and served,; (ii) commission of any act of theft, fraud,
dishonesty, unethical business conduct, or intentional falsification of any
employment or Company's records; (iii) improper disclosure of the Company's
confidential or proprietary information; (iv) any action by the Executive which
has a detrimental effect on the Company's reputation or business; (v) failure or
neglect or inability by the Executive to devote her full time and best efforts
to the Company's business and affairs; (vi) failure or neglect by the Executive
to perform the duties of the Executive's position which failure or neglect has
an adverse effect of the Company or its prospects, other than for reasons of
Disability; (vii) failure of the Executive to obey reasonable orders given by
the Board of Directors or the Chief Executive Officer, provided such orders are
consistent with the scope of Executive's position; (viii) any material breach of
this Agreement or Company rules, of which Executive has or should have prior
notice; (ix) chronic and unexcused absenteeism; (x) misconduct by the Executive
in connection with the performance of any of her material duties, including,
without limitation, misappropriation of funds or property of the Company,
securing or attempting to secure personally any profit in connection with any
transaction entered into on behalf of the Company, misrepresentation to the
Company, or any violation of law or regulations on Company premises or to which
the Company is subject; (xi) disloyalty by the Executive; (xii) failure to fully
cooperate in any investigation by the Company; (xiii) a course of conduct
amounting to gross incompetence; (xiv) any other act of misconduct by the
Executive; (xv) the Executive's abuse of alcohol or other drugs or controlled
substances which abuse interferes with the Executive's performance of her duties
or obligations to the Company; or (xvi) the Executive's resignation hereunder.


<PAGE>

     A termination pursuant to this Section 9.4 shall take effect ten (10) days
after the giving of written notice to the Executive, specifying the nature of
such breach, unless the Executive shall, during such ten (10) day period, remedy
to the reasonable satisfaction of the Board the misconduct, disregard, failure,
abuse or breach specified in such notice; provided, however, that such
termination shall take effect immediately upon the giving of such notice if the
Board shall, in its reasonable discretion, have determined that such misconduct,
disregard, failure, abuse or breach is not remediable (which determination shall
be stated in such notice).

     9.5 Compensation in Event of Termination.

     a.   Voluntary Termination. Upon Executive's voluntary termination of this
          Agreement pursuant to Section 9.1, Executive shall be entitled to
          receive the compensation, as set forth in paragraph 4 above, up to the
          date of termination, and after such date shall not be entitled to any
          Compensation under this Agreement, and Executive will no longer
          continue any vesting but will retain any equity that has vested as of
          the date of termination.

     b.   Termination for Death or Disability. If Executive's employment is
          terminated due to the Executive's Death or Disability pursuant to
          Sections 9.2 or 9.3, then Executive or her beneficiaries will be
          entitled to receive: (i) Executive's Compensation, as set forth in
          Section 4, above, to the end of the monthly pay period immediately
          following Executive's date of termination, (ii) accrued Bonus Payments
          payable to the Executive under the Management Bonus Plan and (iii) all
          equity and/or options issued to Executive by BKF Capital but not yet
          vested shall immediately fully vest.

     c.   Termination for Cause. Upon the termination of this Agreement pursuant
          to Section 9.4, the Executive shall receive no severance package and
          shall not be entitled to any Compensation, benefits or other rights
          granted herein to the Executive.

     d.   Termination by Executive by BKF Capital Without Cause. If Executive's
          employment is terminated by BKF Capital without cause, then Executive
          shall be entitled to receive the compensation, as set forth in
          paragraph 4 above, up to the date of termination, and after such date
          shall not be entitled to any Compensation under this Agreement, and
          Executive will no longer continue any vesting but will retain any
          equity that has vested as of the date of termination.

     9.6 Release. In no event shall the Executive be entitled to receive any
payments, amounts, rights, or benefits under this Section 9 unless Executive
executes a release concerning any claims Executive may have against BKF Capital
in a form reasonably acceptable to BKF Capital.


<PAGE>

     10. Miscellaneous.

     10.1 Survival. The provisions of Sections 7 and 8 shall survive the
termination of this Agreement.

     10.2 Entire Agreement. This Agreement sets forth the entire understanding
of the Parties relating to the Executive's employment with BKF Capital and
merges and supersedes any prior or contemporaneous agreements between the
Parties pertaining to the subject matter hereof.

     10.3 Modification. This Agreement may not be modified unless in writing and
signed by the Party against whom the same is sought to be enforced.

     10.4 Waiver. Failure of a Party to enforce one or more of the provisions of
this Agreement or to require at any time performance of any of the obligations
hereof shall not be construed to be a waiver of such provisions by such Party
nor to in any way affect the validity of this Agreement or such Party's right
thereafter to enforce any provision of this Agreement, nor to preclude such
Party from taking any other action at any time which it would legally be
entitled to take.

     10.5 Assignment. This Agreement and all any rights or obligations hereunder
are not assignable by Executive, but may be assigned by BKF Capital upon the
sale of substantially all of its assets.

     10.6 Notices. All notices, requests, demands and other communications under
this Agreement shall be in writing and transmitted via email, and shall be
deemed to have been given at the time of transmittal, as follows:

     To BKF Capital:            BKF Capital, Inc.
                                225 N.E. Mizner Boulevard, Suite 400
                                Boca Raton, Florida  33432
                                Attn.: Steven N. Bronson, Chairman & CEO
                                Email: sbronson@catalystfinancial.com
                                       ------------------------------


     To Executive:             Maria Fregosi
                               541 N.E. Spanish Trail
                               Boca Raton, Florida  33432
                               Email: mfregosi@bkfcapital.com
                                      -----------------------


     10.7 Severability. If any provision of this Agreement is held to be invalid
or unenforceable by a court of competent jurisdiction, such invalidity or
unenforceability shall not affect the validity and enforceability of the other
provisions of this Agreement, and the provision held to be invalid or
unenforceable shall be modified so as to be enforced as nearly as possible
according to its original terms and intent but only to the extent necessary to
eliminate such invalidity or unenforceability.

     10.8 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.


<PAGE>

     10.9 Counterparts. This Agreement may be executed in any number of
counterparts, including facsimile and email pdf signatures which shall be deemed
as original signatures. All executed counterparts shall constitute one
agreement, notwithstanding that all signatories are not signatories to the
original or the same counterpart.


     IN WITNESS WHEREOF, each Party hereto has duly executed this Agreement as
of the date set forth above.


BKF Capital Group, Inc.                       Maria Fregosi

/s/                                           /s/
---------------------------------             --------------------------------
Signature                                     Signature
Steven N. Bronson, CEO

</TEXT>
</DOCUMENT>
</SUBMISSION>
