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EXHIBIT 10.46

                       FULLY DISCLOSED CLEARING AGREEMENT
                                    AMENDMENT


This  amendment  modifies  and changes certain provisions of the Fully Disclosed
Clearing  Agreement  dated  October 3, 1996, as amended prior to the date hereof
("Agreement")  between  A.B.  Watley,  Inc.,  a  New  York  corporation
("Correspondent"),  and  Penson  Financial  Services,  Inc.,  a  North  Carolina
corporation  ("Penson").

The  modifications  are  as  follows:

1.     Notwithstanding  anything  to  the  contrary  in Section 8(a)(ii), Penson
shall  only  be permitted to insert higher prices into any revised Schedule A to
the extent that its out-of-pocket cost for providing the applicable services set
forth  therein has increased (it being understood and agreed that (a) such costs
must  arise  from  or  in  connection  with  actions  taken by, or  mandated by,
unaffiliated third parties and (b) any such revision shall be made in accordance
with  the  procedures  set  forth  in  Section  8(a)(ii)).

2.     Section  12(a)  is  hereby  deleted  in its entirety and modified in lieu
thereof  to  read:

 "This Agreement shall remain in force until July 31, 2007.   Subsequent to this
initial  term,  either  party may terminate this Agreement by giving thirty (30)
days  written  notice  to  the  other party.  During the term of this Agreement,
Correspondent  agrees  to  clear  all  of  its  cash, margin, option and similar
accounts  through Penson and shall not use any other broker-dealer in connection
with  any account clearing activity except Correspondent may (a) continue to use
Bank of New York as its clearing broker for institutional trading (i) during the
existing  current  term of the clearing agreement with Bank of New York (without
giving  effect to automatic or requested extensions of such term) and (ii) after
the  period  in  clause  (i),  solely to the extent Penson either does not offer
comparable  or  better pricing and service for institutional trading of the type
to  be  conducted  by  Correspondent,  and (b) utilize other clearing broker for
trades  that  are  executed outside of the United States of America that are not
facilitated  by  the  Licensed  Software  (as  defined  in  the Software License
Agreement dated the date hereof among Correspondent, A.B. Watley Group, Inc. and
Integrated  Trading  Solutions,  Inc."

3.     Section  12(b)  is  amended by inserting "(a)" before clause "(i)" and by
adding  the  following  clause  (b):

"(b)       Notwithstanding Section 12(a), Penson may terminate this Agreement at
any  time  by  giving  written  notice  to  Correspondent  in  the  event  that:

     (i)  a party (other than Integrated Trading Solutions, Inc. ("Integrated"))
          fails  to  perform  any of its obligations under the License Agreement
          dated  as  of  July  31, 2002 among Integrated, Correspondent and A.B.
          Watley  Group Inc.("ABW"), in any material respect after the expiry of

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          any  cure  period  directly relating to such failure set forth in such
          License  Agreement;

     (ii) a material breach (as determined in accordance with Section 9.3 of the
          Asset  Purchase  Agreement  dated as of July 31, 2002 ("Asset Purchase
          Agreement") among Correspondent, ABW and Integrated) by a party (other
          than Integrated and its affiliates, as applicable) or its affiliate(s)
          under  the Asset Purchase Agreement, under any agreement or instrument
          contemplated  by  the  Asset  Purchase  Agreement, or under any of the
          Related  Documents  (as  defined  in the Asset Purchase Agreement), in
          each  case  after  the  expiry of any cure period directly relating to
          such  breach set forth in the Asset Purchase Agreement, the applicable
          agreement  or  instrument  or  the  applicable  Related  Document;

     (iii)  any  breach of a payment obligation with respect to any debt owed by
          Correspondent  or  its affiliates in favor of Penson or its affiliates
          under  the  terms  of  the  Related  Documents  (or  under  any future
          agreement or instrument between any of Correspondent and/or any of its
          affiliates  and  Penson,  in  each  case  after the expiry of any cure
          period  directly  relating  to such breach set forth in the applicable
          Related  Document,  agreement  or  instrument);

     (iv) Correspondent  fails  to  treat as confidential information subject to
          the  provisions of Section 13 of the Agreement the prices set forth in
          Schedule  A;  provided that Correspondent may provide such information
          to  prospective  investors  and  lenders who execute a confidentiality
          agreement in form and substance satisfactory to Penson and who are not
          current  or prospective customers or competitors of Penson as well as,
          when  required  by  applicable law, regulation, directive or order, to
          governmental  entities  and  the  NASD,  SEC and applicable securities
          exchanges  or  other  regulatory  bodies  that  have  supervisory
          jurisdiction  with  respect  to  Correspondent.

 In  addition, any breach by Correspondent, ABW or their affiliates of a Related
Document  that  results  in  a  termination  by  the non-breaching party of such
Related  Document  shall  give  rise  to  an  immediate  right  to terminate the
Agreement  (without  any  requirement for any additional grace or cure period as
set  forth  hereinabove  in  the  first  paragraph of this clause (b); provided,
further,  that  no  notice or other action shall be required by Penson to effect
such  termination  in  the  event the termination of a Related Document resulted
from  a  bankruptcy,  insolvency,  liquidation  or  similar proceeding affecting
Correspondent,  ABW  or  their  affiliates  as such event of termination under a
Related  Document  may  be deemed by Penson to constitute an  automatic event of
termination  hereunder).

4.     Paragraph  19(d) of the Agreement is amended by adding the following text
at  the  end  of  the  current  text:

     "For  purposes of this Section, any change in "control" of Correspondent or
     any  guarantor  shall  also  constitute  an assignment. "Control" means the
     direct or indirect power to direct or cause direction of the management and

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     policies  of  an  entity,  whether through the exercise of voting power, by
     contract  or  otherwise,  as  determined  by Penson in its sole discretion,
     provided,  however,  and  provided  further  that  a  transaction shall not
     constitute  a  change  in  control if (i) Correspondent shall have notified
     Penson in writing (sent by telecopy marked conspicuously on the cover sheet
     with  "Urgent-Immediate  Reply  Needed"  to each of Penson`s CEO, COO, CFO,
     General  Counsel  and  Chief  Compliance  Officer  and  Andrew  Koslow
     (208-275-3940)  in  reasonable  detail  of  the general terms of a proposed
     transaction and identity of the applicable investor(s) and/or acquirer, and
     Penson  either  confirms that such transaction does not constitute a change
     in  control or does not notify Correspondent within six business days after
     the  day  on  which  it  receives the notice from Correspondent that Penson
     deems  the transaction to be a change in control and the Correspondent or a
     guarantor  complete  a  transaction on terms no less favorable to them than
     those  provided  in  the  notice  or  (ii)  it involves the issuance by the
     Correspondent  or  a  guarantor  of common stock or other equivalent equity
     securities  (A)  in connection with the conversion of existing indebtedness
     on  the  date  hereof  of  the Correspondent or a guarantor or (B) upon the
     conversion  or  exercise  of  warrants, preferred stock or other securities
     existing  on  the  date  hereof or issued pursuant to clause (A) above into
     common  stock  of  the  Correspondent  or  a  guarantor..  Any  attempted
     assignment,  transfer,  sale,  or  other  delegation  in  violation of this
     Section  shall  be  void  and any change of control described herein may be
     deemed  by  Penson  to  be  an  immediate  event  of  termination  without
     application  of  any  cure  or  grace  period."


5.     Paragraph  19(m)  is  modified  by  deleting the addresses for Penson and
Correspondent  and  inserting  in  lieu  thereof  the addresses set forth in the
signature  blocks  below  for  Penson  and  Correspondent,  respectively.

6.     The  parties  confirm  the deletion of Section 12(g) inserted pursuant to
the  Amendment  dated  June  8,  1998.


7.     Schedule  A  to  the Agreement is deleted in its entirety and the form of
Schedule  A  attached  hereto  is  inserted  in  lieu  thereof.



     All  the  remaining  provisions  of the Agreement between Correspondent and
Penson  remain  unchanged  and  in  full  force  and  effect.



                                          Agreed  and  Accepted
Date:     July  __,  2002
                                          By:_________________________________
                                                  Daniel  P.  Son

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                                           President
                                           Penson  Financial  Services,  Inc.
                                           1700  Pacific  Avenue,  Suite  1400
                                           Dallas,  TX  75201

                                    By:_________________________________
                                           Robert  Malin
                                           President
                                           A.B.  Watley,  Inc.
                                           40  Wall  St.,  28th  Floor
                                           New  York,  NY  10005




                                             Ratified  and  confirmed  by  A.B.
                                             Watley  Group  Inc. as Guarantor of
                                             payment  and  performance  of  all
                                             obligations  of Correspondent as of
                                             the date hereof and with respect to
                                             all  amendments  prior to and after
                                             the  date  hereof:


                                             By:________________________________
                                                 Robert  Malin
                                                 President
                                                 A.B.  Watley  Group,  Inc.
                                                 40  Wall  St.,  28th  Floor
                                                 New  York,  NY  10005


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