Exhibit10.2 The Sherwood Group, Inc. 10 Exchange Place Centre Jersey City, NJ 07302 December 19, 1995 The Sherwood Group, Inc. Attention: Mr. James H. Lynch, Jr. Chairman of the Board of Directors 10 Exchange Place Centre Jersey City, NJ 07302-3913...

                                               Exhibit10.2

                  The Sherwood Group, Inc.

                  00 Xxxxxxxx Xxxxx Xxxxxx

                   Xxxxxx Xxxx, XX 00000









                                       December 19, 1995


The Sherwood Group, Inc.
Attention: Xx. Xxxxx X. Xxxxx, Xx.
Chairman of the Board of Directors
00 Xxxxxxxx Xxxxx Xxxxxx
Xxxxxx Xxxx, XX 00000-0000
Dear Xx. Xxxxx:

   This letter shall serve to confirm in writing that I
hereby choose to exercise The Second Option of the First
Employment Agreement between The Sherwood Group, Inc.
and myself.  Kindly acknowledge your receipt and acceptance. 

                                   Very truly yours,
                                
                                   Xxxxxx Xxxxxx