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EXHIBIT 10.9

                  THIRD AMENDMENT TO MASTER AGREEMENT

         This Third  Amendment  to Master  Agreement  dated as of July 31,  2002
("THIRD  AMENDMENT"),  is  executed  by and among the  parties  set forth on the
signature pages hereto.

                                    RECITALS

         A. ORIGINAL  AGREEMENT.  The parties hereto are parties to that certain
Master Subordination, Waiver, Release and Indemnification Agreement, dated as of
March 27, 2002, as amended (as amended  prior to the date hereof,  the "ORIGINAL
AGREEMENT").

         B. DEFINED TERMS.  Each capitalized term that is not otherwise  defined
herein shall have the meaning ascribed to such term in the Original Agreement.

         C. ADDITIONAL OBLIGATIONS. Watley, Watley, Inc. and Integrated Software
Solutions, Inc. ("INTEGRATED") are parties to a certain Asset Purchase Agreement
(the "ASSET PURCHASE  AGREEMENT")  dated the date hereof as well certain Related
Documents (as defined therein).

         D. AMENDMENTS.  As a condition  precedent to the Closing (as defined in
the Asset Purchase Agreement),  the parties hereto have agreed that the Original
Agreement shall be amended as set forth herein, and that as a result, all of the
references in the Transaction Documents shall be correspondingly amended.

         E. MASTER AGREEMENT.  The Original Agreement,  as amended by this Third
Amendment,  shall  be the  "MASTER  AGREEMENT,"  as  such  term  is  used in the
Transaction Documents.

                                    AGREEMENT

         In consideration of the agreements contained herein, the parties hereto
hereby agree as follows:

                  Section 1. AMENDMENTS.  The Parties hereto recognize and agree
that,  from and after the date hereof,  Section  5.01 of the Original  Agreement
shall be deleted and the following new text inserted in lieu thereof:

                  Section 5.01 RELEASE OF PENSON, ET AL. Each of Watley, Watley,
Inc.,  the  Related  Parties,  the  members  of the Malin  Group,  SDS (in SDS`s
capacity as a holder of Preferred  Stock),  and the members of the DMG Group (in
such  members`  capacity  as  holders  of  Preferred  Stock),  for  itself,  its
successors and assigns,  and such individuals` heirs, legal  representatives and
assigns,  as applicable  (collectively,  the "RELEASING  Parties"),  does hereby
unconditionally and irrevocably  compromise,  settle,  remise, acquit, and fully
and forever release and discharge  Penson,  Integrated and their  affiliates and
subsidiaries  and  their  officers,  servants,   employees,  agents,  attorneys,
principals, directors and shareholders, as well as their respective heirs, legal
representatives,  successors, and assigns (collectively, the "RELEASED PARTIES")

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from any and all  claims,  demands,  causes of  action,  obligations,  remedies,
suits,  damages,  and  liabilities  (collectively,  the  "CLAIMS") of any nature
whatsoever,  whether now known,  suspected  or claimed,  whether  arising  under
common law, in equity,  or under statute,  which the Releasing Parties ever had,
now have, or in the future may claim to have against the Released  Parties which
may have arisen at any time on or prior to the date hereof in any manner related
to (a) the Clearing  Agreement and the License  Agreement among Watley,  Watley,
Inc. and Penson dated as of June 1, 2002, and Penson`s  obligations  thereunder,
the Original Penson Loan, the Penson Loan, the other Transaction  Documents,  or
the  enforcement or attempted  enforcement by Penson of its rights,  remedies or
recourses  related  thereto  and (b) the  execution  and  delivery  of the Asset
Purchase  Agreement  and  each  Related  Document,  as well as the  transactions
contemplated by the Asset Purchase  Agreement in connection with such actions as
may be  taken  after  the date  hereof  by the  Released  Parties  to  negotiate
transfers  of Assets (as defined in the Asset  Purchase  Agreement)  and Assumed
Liabilities  (as defined in the Asset Purchase  Agreement) with third parties in
furtherance  of  performance  by the Released  Parties of the terms of the Asset
Purchase  Agreement and/or to the extent the performance by the Released Parties
of the Related Documents is affected thereby.  Each Releasing Party acknowledges
having  had the  opportunity  to seek the  advice of  counsel  and to review the
documents and transactions referenced in this Section 5.01.

The Parties hereto also agree that, from and after the date hereof,  (a) Exhibit
A to the Original Agreement shall be deleted and the attached Exhibit A inserted
in lieu thereof, (b) they are consenting,  after careful  consideration,  to the
execution,  delivery and  performance  of the Asset  Purchase  Agreement and all
Related  Documents  and  that  defined  terms  used in .the  Original  Agreement
(including,   without   limitation,   Penson   Note,   Penson  Loan  and  Senior
Indebtedness) as well as other Transaction Documents shall be deemed modified to
give effect to the transactions contemplated by the Asset Purchase Agreement and
all Related Documents,  and (c) the Original  Agreement,  as amended hereby, and
the other  Transaction  Documents,  shall be broadly  construed to afford Penson
their intended benefits notwithstanding the execution,  delivery and performance
of the Asset Purchase Agreement and the Related Documents.

                  Section  2.  Intentionally  Omitted.   Section  3.  EFFECT  OF
AMENDMENT. Except as expressly stated herein or as otherwise expressly agreed by
the parties  thereto,  (a) the Transaction  Documents are and shall be unchanged
and remain in full force and  effect,  and (b) this  Third  Amendment  shall not
constitute  a waiver of any  Default  or Event of Default  (as such  capitalized
terms are  defined  in the Penson  Note),  or a waiver of the right of Penson to
insist upon compliance with any term, covenant,  condition,  or provision of the
Transaction Documents,  as amended hereby. Except as specifically stated herein,
the execution and delivery of this Third Amendment shall in no way release, harm
or diminish,  impair, reduce or otherwise affect, the respective obligations and
liabilities of the parties under the Transaction  Documents,  all of which shall
continue in full force and effect.

                  Section 4.  MISCELLANEOUS.  This Third Amendment is a contract
made under and shall be construed in accordance with and governed by the laws of
the state of New York.  This Third  Amendment shall benefit and bind the parties
hereto and their respective assigns, successors and legal representatives.  This

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Third Amendment may be executed in two or more counterparts, and it shall not be
necessary  that the  signatures  of all parties  hereto be  contained on any one
counterpart  hereof;  each counterpart  shall be deemed an original,  but all of
which  together  shall  constitute  one and the same  instrument.  All titles or
headings to the sections or other divisions of this Third Amendment are only for
the  convenience of the parties and shall not be construed to have any effect or
meaning with respect to the other content of such  sections,  subsections or the
divisions,  such other content being controlling as to the agreement between the
parties hereto.


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         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first above written.

                                 PENSON FINANCIAL SERVICES, INC., a
                                 North Carolina corporation

                                 By:
                                     ----------------------------------------

                                 Name:
                                          -----------------------------------

                                 Title:
                                        -------------------------------------



                                 SDS MERCHANT FUND, L.P., a Delaware limited
                                 partnership

                                     By:
                                       ----------------------------------------
                                       SDS Capital Partners, LLC, its general
                                       partner


                                       By:
                                         --------------------------------------
                                         Steven Derby, Managing Member



                                 DMG  LEGACY  INTERNATIONAL  LTD.,  a
                                 British  Virgin  Islands  corporation

                                 By:
                                     ----------------------------------------

                                 Name:
                                          -----------------------------------

                                 Title:
                                        -------------------------------------



                                 DMG  LEGACY   INSTITUTIONAL  FUND,
                                 LLC,  a  Delaware  limited liability company

                                      By:
                                          -----------------------------------

                                      Name:
                                          -----------------------------------

                                      Title:
                                          -----------------------------------


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                                 DMG LEGACY FUND, LLC, a Delaware limited
                                 liability company

                                      By:
                                          -----------------------------------

                                      Name:
                                           ----------------------------------

                                      Title:
                                           ----------------------------------



                                 A. B. WATLEY  GROUP INC., a
                                 Delaware corporation

                                 By:
                                     ------------------------------------------

                                 Name:
                                     ------------------------------------------

                                 Title:
                                     ------------------------------------------



                                 A. B.  WATLEY,  INC., a New
                                 York corporation

                                 By:
                                     ------------------------------------------
                                 Name:
                                     ------------------------------------------

                                 Title:
                                        ---------------------------------------



                                 RELATED PARTIES:



                                 ---------------------------------------------
                                 ROBERT MALIN


                                 ---------------------------------------------
                                 STEVEN MALIN


                                 ---------------------------------------------
                                 LINDA MALIN


                                 ---------------------------------------------
                                 ERIC STEINBERG


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                                 ---------------------------------------------
                                 LEON FERGUSON


                                 ---------------------------------------------
                                 ANTHONY G. HUSTON


                                 ---------------------------------------------
                                 MARILYN WALDORF


                                 ---------------------------------------------
                                 LEONARD MALIN


                                 MALIN GROUP MEMBERS:

                                 LAN/WAN, INC.

                                 By:
                                   --------------------------------------------
                                   Robert Malin, President


                                   ATLANTIC GROUP, INC.

                                 By:
                                   --------------------------------------------
                                   Steven Malin, President


                                 KETER CORP.

                                 By:
                                   --------------------------------------------
                                   Linda Malin, President


                                 ----------------------------------------------
                                 STEVEN MALIN


                                 ----------------------------------------------
                                 ANTHONY G. HUSTON


                                 ----------------------------------------------
                                 ERIC STEINBERG



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