EXHIBIT 10.43

                               SEVERANCE AGREEMENT

         THIS AGREEMENT (this "Agreement") is made and entered into this 4th day
of February, 2005, by and between NATIONAL SECURITIES CORPORATION, a Washington
corporation ("National"), and Michael A. Bresner, an individual ("Mr. Bresner"),
based on the following:

                                    RECITALS

         A. Mr. Bresner has served as the President of National, and his
indicated his intention to resign effective as of the close of business February
4, 2005.

         B. National and Mr. Bresner have agreed to severance terms in
connection with his resignation and this Agreement is intended to document the
parties agreement in that regard.

                                    AGREEMENT

         NOW, THEREFORE, for and in consideration of the mutual promises and
covenants hereinafter set forth and the benefit to the parties to be derived
therefrom, it is hereby agreed as follows:

         1. Severance. In connection with the resignation and termination of Mr.
Bresner's employment and position with National, National shall:

                           (i) make monthly severance payment to Mr. Bresner of
                  six thousand two hundred and fifty dollars ($6,250) commencing
                  on the 1st day of March, 2005, and continuing each successive
                  month for 12 months, with the last payment due on February 1,
                  2006, so that Mr. Bresner receives a total of $75,000, without
                  interest; and

                           (ii) provide medical insurance coverage for Mr.
                  Bresner through April 30, 2005.

         2. Warrants from Investment Banking Activities. Mr. Bresner has been
and remains entitled to receive distributions of warrants and restricted stock
held from the inventory of such securities held by National as of December 31,
2004 and presented Schedule "A" attached hereto and incorporated herein (the
"Securities"). The timing and substance (i.e., cash or in-kind) of any
liquidations and/or distributions of the Securities has been and remains wholly
subject to National's discretion. The parties agree that, if any of the
Securities or the proceeds therefrom are ever distributed by National to members
of its management, then Mr. Bresner will receive at least 10% of any such
distribution.

         3. Termination and Resignation. Mr. Bresner's resignation as President
of National is effective as of the close of business on February 4, 2005.


<PAGE>

         4. Confidentiality. Other than as it deems necessary or advisable to
further compliance with the terms of paragraph 7, below, Mr. Bresner agrees to
keep the facts of and terms of this Agreement confidential, except (i) as
required by law; and (ii) Mr. Bresner may disclose the substance of this
Agreement to his spouse, counsel and financial advisor. Mr. Bresner also agrees
to refrain from making derogatory or disparaging statements about National and
its current and past officers, directors and employees, or making such
statements as may serve to undermine National's image to the public. Other than
as it deems necessary or advisable to further compliance with the terms of
paragraph 7, below, National agrees to keep the facts of and terms of this
Agreement confidential, except as required by law, and further agrees that it
will refrain from making derogatory or disparaging statements about Mr. Bresner,
Mr. Bresner's conduct and performance while employed by National or making such
statements as may serve to undermine Mr. Bresner's professional image.

         5. Release and Indemnification.

         5.1 Release and Indemnification by Mr. Bresner. Mr. Bresner, on behalf
of himself, his heirs, executors, administrators, agents, successors, assigns
and all affiliated persons or entities, both past and present, waives,
discharges, and releases all claims against National, its shareholders,
directors, officers, agents and employees ("the Releasees"). Mr. Bresner
understands and agrees that this release extends to all claims arising before
signing this release of every nature and kind whatsoever, whether known or
unknown by Mr. Bresner. Mr. Bresner agrees to indemnify and hold National and
its shareholders, directors, officers, agents and employees harmless from any
liabilities, debts, demands, causes of action, injuries, costs, attorneys' fees
or damages of any kind arising out of his breach of this Agreement.

         5.2 Release and Indemnification by National. National, its
subsidiaries, parents and affiliated entities, waives, discharges, and releases
all claims against Mr. Bresner; provided that, such release shall not include
any criminal conduct by Mr. Bresner, or any conduct involving willful or
intentional harm to National. National understands and agrees that this release
extends to all claims arising before signing this release of every nature and
kind whatsoever, whether known or unknown by National, except as specifically
set forth above. National shall indemnify and hold Mr. Bresner harmless from any
liabilities, debts, demands, causes of action, injuries, costs, attorneys' fees
or damages of any kind arising out of claims raised against him by third
parties, including but not limited to securities regulators and present or
former customers of National, or arising out of National's breach of this
Agreement.

         6. Further Agreements. In addition to the waivers and releases
contained in Section 5 above, Mr. Bresner further agrees:

         6.1 Mr. Bresner also specifically releases the Releasees from any and
all liabilities, claims, causes of action, demands for damages or remedies of
any kind or character, including claims for attorneys' fees and legal costs,
that arise under or from the Age Discrimination in Employment Act of 1967, as
amended, and that are related to or arise out of his employment or termination
of his employment with National, up to and including the date of this Agreement.

         6.2 Mr. Bresner understands and acknowledges that by this Agreement he
does not waive any rights or claims relating to age discrimination that may
arise after the date of his termination.

         6.3 Mr. Bresner is advised to consult with an attorney regarding this
Agreement prior to agreeing to and signing it.


<PAGE>

         6.4 Mr. Bresner acknowledges that, prior to signing this Agreement, he
has forty-five (45) days from the date of his receipt of this Agreement within
which to consider it, and to consult with an attorney of his choice regarding
it. Should he nevertheless elect to execute this Agreement sooner than 45 days
after he has received it, he specifically and voluntarily waives the right to
claim or allege that he has not been allowed by National or by any circumstances
beyond his control to consider this Agreement for a full 45 days.

         6.5 Mr. Bresner acknowledges and agrees that this Agreement will not
become effective or enforceable until after seven days from the date it is
signed by him (the "Effective Date"). During that seven-day period, Mr. Bresner
understands and agrees that he may revoke this Agreement by delivering written
notice of his revocation to National's Chief Executive Officer.

         6.6 Mr. Bresner acknowledges that he has read this Agreement and that
the language and meaning of this Agreement are sufficiently clear and that he
has understood it.

         7. Noncompetition. Mr. Bresner covenants and agrees that during the
term beginning on the date he executes this Agreement, and continuing for twelve
months thereafter, Mr. Bresner shall not, directly or indirectly recruit,
solicit or otherwise induce any customer, officer, employee or contractor of the
Company to discontinue such relationship with the Company. Executive shall
forever hold in confidence and shall not disclose to anyone, or use or otherwise
exploit for his own benefit or the benefit of any person or entity, any
confidential or proprietary information of the Company, including, without
limitation, customer and vendor lists, financial statements and information,
personal information regarding those associated with the Company, trade secrets
or marketing arrangements and plans, unless directed to do so by order of any
court. Mr. Bresner expressly agrees that breach of any provision of this
paragraph 7 would cause irreparable injury, and that National may obtain, in
addition to any other relief to which it may be entitled, an injunction to
prevent any act in violation of this paragraph 7.

         8. No Admission. Mr. Bresner expressly agrees and acknowledges that
this Agreement cannot be construed as an admission of or evidence of wrongdoing
with respect to the termination of Mr. Bresner, nor is it an admission of or
evidence that Mr. Bresner or any employee of National is other than an at-will
employee.

         9. No Assignment. Mr. Bresner represents and warrants that there has
been no assignment or other transfer of any claims he has or may have as against
National.

         10. Arbitration. All disputes under this Agreement (other than a
request for temporary injunctive relief brought pursuant to paragraph 6, above)
shall be resolved by final and binding arbitration, before and in accordance
with the rules of NASD Dispute Resolution, and judgment upon the award rendered
may be entered in any court having jurisdiction.

         11. Survival. The representations and warranties of the respective
parties set forth herein shall survive the date of closing, the consummation of
the transactions contemplated in this Agreement, and the payments contemplated
herein.

         12. Governing Law. This Agreement shall be governed by and construed
under and in accordance with the laws of the state of Washington.


<PAGE>

         13. Entire Agreement. This Agreement is the only agreement or
understanding between parties, and supersedes and is controlling over any and
all prior existing agreements or communications between the parties concerning
employment, compensation, confidential or proprietary information and Mr.
Bresner's covenant not to compete. All negotiations, commitments, and
understandings acceptable to both parties have been incorporated in this
Agreement.

         14. Severability. If any provision of this Agreement or the application
of such provisions to any person or circumstance shall be held invalid or
unenforceable, the remainder of this Agreement or the application of such
provisions to persons or circumstances other than those as to which it is held
invalid or unenforceable, shall not be effected thereby.

         15. Attorneys' Fees. If any suit, action, or proceeding is brought to
enforce any term or provision of this Agreement, the prevailing party shall be
entitled to recover reasonable attorneys' fees, costs, and expenses incurred, in
addition to any other relief to which such party may be legally entitled.

         16. Execution in Counterparts. This Agreement may be executed in
multiple counterparts, each of which shall be deemed an original and all of
which taken together shall be but a single instrument.

         17. No Waiver. Every right and remedy provided herein shall be
cumulative with every other right and remedy, whether conferred herein, in law,
or in equity, and may be enforced concurrently herewith, and no waiver by any
party of the performance of any obligation of the other shall be construed as a
waiver of the same or any other default then, theretofore, or thereafter
occurring or existing.

         18. Expenses. Each of the parties shall bear its own costs and
expenses, including legal fees, incurred in connection with this Agreement and
the transactions contemplated hereby.

         19. No Third-Party Beneficiaries. This Agreement is for the sole
benefit of the parties hereto and nothing herein expressed or implied shall
give, or be construed to give, any other person any legal or equitable rights
hereunder.

         20. Amendment. This Agreement may not be amended except as mutually
agreed to in writing by the parties.

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

                                 NATIONAL SECURITIES CORPORATION


  /s/ Michael A. Bresner         By: /s/ Mark Goldwasser
  ----------------------             ----------------------------------------
  Michael A. Bresner                 Mark Goldwasser, Chief Executive Officer