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                                                                   EXHIBIT 10.17

                            INDEMNIFICATION AGREEMENT

      This Indemnification Agreement ("Agreement") is entered into as of
____________, 2005, by and between Penson Worldwide, Inc., a Delaware
corporation (the "Company") and DIRECTOR ("Indemnitee").

                                    RECITALS

      A. The Company and Indemnitee recognize the continued difficulty in
obtaining liability insurance for its directors and officers, the significant
increases in the cost of such insurance and the general reductions in the
coverage of such insurance.

      B. The Company and Indemnitee further recognize the substantial increase
in corporate litigation in general, subjecting directors and officers to
expensive litigation risks at the same time as the availability and coverage of
liability insurance has been severely limited.

      C. Indemnitee does not regard the current protection available as adequate
under the present circumstances, and Indemnitee and other directors and officers
of the Company may not be willing to continue to serve in such capacities
without additional protection.

      D. The Company desires to attract and retain the services of highly
qualified individuals, such as Indemnitee, to serve the Company and, in order to
induce Indemnitee to provide services to the Company, wishes to provide for the
indemnification and advancing of expenses to Indemnitee to the maximum extent
permitted by law.

      E. In view of the considerations set forth above, the Company desires that
Indemnitee be indemnified by the Company as set forth herein.

      NOW, THEREFORE, the Company and Indemnitee hereby agree as follows:

      1. Indemnification.

            (a) Indemnification of Expenses. The Company will indemnify each
Indemnitee to the fullest extent provided by law, for any and all Expenses (as
defined Section 10(b), including all interest, assessments and other charges
paid or payable in connection with or in respect of such Expenses), which such
Indemnitee is or becomes legally obligated to pay in connection with any
Proceeding (as defined in Section 10(e)); provided, that in each such case such
Indemnitee has acted in good faith and in a manner, which such Indemnitee
reasonably believed to be in or not opposed to the best interests of the
Company, and, in the case of a criminal proceeding, in addition, had no
reasonable cause to believe that the conduct at issue was unlawful. Subject to
Section 1(b), such payment of Expenses shall be made by the Company as soon as
practicable but in any event no later than thirty (30) days after written demand
by Indemnitee therefor is presented to the Company.

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            (b) Reviewing Party. Notwithstanding anything to the contrary in
Section 1(a) and 2(a):

                  (i) the indemnification obligations of the Company under
      Section 1(a) shall be subject to the condition that the Reviewing Party
      (as described in Section 10(f) hereof) shall not have determined that
      Indemnitee would not be permitted to be indemnified under applicable law;
      and

                  (ii) the obligation of the Company to make an advance payment
      of Expenses to Indemnitee pursuant to Section 2(a) (an "Expense Advance")
      shall be subject to the condition that, if, when and to the extent that
      the Reviewing Party determines that Indemnitee would not be permitted to
      be indemnified under applicable law, the Company shall be entitled to be
      reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for
      all such amounts theretofore paid by Company to Indemnitee; provided,
      however, that if Indemnitee has commenced or thereafter commences legal
      proceedings in a court of competent jurisdiction to secure a determination
      that Indemnitee should be indemnified under applicable law, any
      determination made by the Reviewing Party that Indemnitee would not be
      permitted to be indemnified under applicable law shall not be binding and
      Indemnitee shall not be required to reimburse the Company for any Expense
      Advance until a final judicial determination is made with respect thereto
      (as to which all rights of appeal therefrom have been exhausted or
      lapsed).

      Indemnitee's obligation to reimburse the Company for any Expense Advance
shall be unsecured and no interest shall be charged thereon. If there has not
been a Change in Control (as defined in Section 10(a) hereof) or if there has
been a Change in Control which has been approved by a majority of the directors
of the Company who were directors immediately prior to the Change in Control
(the "Incumbent Directors"), the Reviewing Party shall be selected by the Board
of Directors of the Company, and if there has been a Change in Control which has
not been approved by a majority of the Incumbent Directors, the Reviewing Party
shall be the Independent Legal Counsel. If there has been no determination by
the Reviewing Party or if the Reviewing Party determines that Indemnitee would
not be permitted to be indemnified in whole or in part under applicable law,
Indemnitee shall have the right to commence litigation seeking an initial
determination by the court or challenging any such determination by the
Reviewing Party or any aspect thereof, including the legal or factual bases
therefor, and the Company hereby consents to service of process and to appear in
any such proceeding. Any determination by the Reviewing Party otherwise shall be
conclusive and binding on the Company and Indemnitee.

            (c) Contribution. If the indemnification obligations of the Company
under Section 1(a) shall be held by a court of competent jurisdiction for any
reason to be unavailable to Indemnitee in respect of any Expense, then the
Company, in lieu of indemnifying Indemnitee thereunder, shall contribute to the
amount paid or payable by Indemnitee as a result of such Expense (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Company and Indemnitee, or (ii) if the allocation provided by clause (i) above
is not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits

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referred to in clause (i) above but also the relative fault of the Company and
Indemnitee in connection with the action or inaction which resulted in such
Expense, as well as any other relevant equitable considerations. The Company and
Indemnitee agree that it would not be just and equitable if contribution
pursuant to this Section 1(c) were determined by pro rata or per capita
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in the immediately preceding paragraph.

            (d) Mandatory Payment of Expenses. Notwithstanding any other
provision of this Agreement, to the extent that Indemnitee has been successful
on the merits or otherwise, including, without limitation, the dismissal of an
action without prejudice, in defense of any Proceeding or in the defense of any
claim, issue or matter therein, Indemnitee shall be indemnified against all
Expenses incurred by Indemnitee in connection therewith.

      2. Expenses; Indemnification Procedure.

            (a) Advancement of Expenses. Subject to the terms and conditions of
Section 1(b) above and to the extent not prohibited by Section 402 of the
Sarbanes-Oxley Act of 2002 (Section 13(k) of the Securities Exchange Act of
1934, as amended), the Company shall advance all Expenses incurred by
Indemnitee. The advances to be made hereunder shall be paid by the Company to
Indemnitee as soon as practicable but in any event no later than thirty (30)
days after written demand by Indemnitee therefor to the Company.

            (b) Notice/Cooperation by Indemnitee. Indemnitee shall, as a
condition precedent to Indemnitee's right to be indemnified under this
Agreement, give the Company notice in writing as soon as practicable of any
Proceeding for which indemnification will or could be sought under this
Agreement. In addition, Indemnitee shall give the Company such information and
cooperation as it may reasonably require and as shall be within Indemnitee's
power.

            (c) No Presumptions; Burden of Proof

                  (i) For purposes of this Agreement, the termination of any
      Proceeding by judgment, order, settlement (whether with or without court
      approval) or conviction, or upon a plea of nolo contendere, or its
      equivalent, shall not create a presumption that Indemnitee did not meet
      any particular standard of conduct or have any particular belief or that a
      court has determined that indemnification is not permitted by applicable
      law. In addition, neither the failure of the Reviewing Party to have made
      a determination as to whether Indemnitee has met any particular standard
      of conduct or had any particular belief, nor an actual determination by
      the Reviewing Party that Indemnitee has not met such standard of conduct
      or did not have such belief, prior to the commencement of legal
      proceedings by Indemnitee to secure a judicial determination that
      Indemnitee should be indemnified under applicable law, shall be a defense
      to Indemnitee's claim or create a presumption that Indemnitee has not met
      any particular standard of conduct or did not have any particular belief.

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                  (ii) In connection with any determination by the Reviewing
      Party or otherwise as to whether Indemnitee is entitled to be indemnified
      hereunder, the burden of proof shall be on the Company to establish that
      Indemnitee is not so entitled.

            (d) Notice to Insurers. If, at the time of the receipt by the
Company of a notice of a Proceeding pursuant to Section 2(b) hereof, the Company
has liability insurance in effect which may cover such Proceeding, the Company
shall give prompt notice of the commencement of such Proceeding to the insurers
in accordance with the procedures set forth in the respective policies. The
Company shall thereafter take all necessary or desirable action to cause such
insurers to pay, on behalf of Indemnitee, all amounts payable as a result of
such action, suit, proceeding, inquiry or investigation in accordance with the
terms of such policies.

            (e) Selection of Counsel. In the event the Company shall be
obligated hereunder to pay the Expenses of a Proceeding, the Company shall be
entitled to assume the defense of such Proceeding with counsel approved by
Indemnitee, which approval shall not be unreasonably withheld, upon the delivery
to Indemnitee of written notice of its election so to do. After delivery of such
notice, approval of such counsel by Indemnitee and the retention of such counsel
by the Company, the Company will not be liable to Indemnitee under this
Agreement for any fees of counsel subsequently incurred by Indemnitee with
respect to the same Proceeding; provided that, (i) Indemnitee shall have the
right to employ Indemnitee's counsel in any such Proceeding at Indemnitee's
expense and (ii) if (A) the employment of counsel by Indemnitee has been
previously authorized by the Company, (B) Indemnitee shall have reasonably
concluded that there is a conflict of interest between the Company and
Indemnitee in the conduct of any such defense, or (C) the Company shall not
continue to retain such counsel to defend such Proceeding, then the fees and
expenses of Indemnitee's counsel shall be at the expense of the Company. The
Company shall have the right to conduct such defense as it sees fit in its sole
discretion, provided that the Company has the right to settle any claim against
Indemnitee only with the consent of Indemnitee, which shall not be unreasonably
withheld.

      3. Additional Indemnification Rights; Nonexclusivity.

            (a) Scope. The Company hereby agrees to indemnify Indemnitee to the
fullest extent permitted by law, notwithstanding that such indemnification is
not specifically authorized by the other provisions of this Agreement, the
Company's Certificate of Incorporation, the Company's Bylaws or by statute. In
the event of any change after the date of this Agreement in any applicable law,
statute or rule which expands the right of a Delaware corporation to indemnify a
member of its board of directors or an officer, employee, agent or fiduciary, it
is the intent of the parties hereto that Indemnitee shall enjoy by this
Agreement the greater benefits afforded by such change. In the event of any
change in any applicable law, statute or rule which narrows the right of a
Delaware corporation to indemnify a member of its board of directors or an
officer, employee, agent or fiduciary, such change, to the extent not otherwise
required by such law, statute or rule to be applied to this Agreement, shall
have no effect on this Agreement or the parties' rights and obligations
hereunder.

            (b) Nonexclusivity. The indemnification and advancement of Expenses
provided by this Agreement shall be in addition to any rights to which
Indemnitee may be

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entitled under the Company's Certificate of Incorporation, its Bylaws, any
agreement, any vote of stockholders or disinterested directors, the General
Corporation Law of the State of Delaware, or otherwise.

      4. No Duplication of Payments. The Company shall not be liable under this
Agreement to make any payment in connection with any Proceeding against
Indemnitee to the extent Indemnitee has otherwise actually received payment
(under any insurance policy, Certificate of Incorporation, Bylaw or otherwise)
of the amounts otherwise indemnifiable hereunder.

      5. Partial Indemnification. If Indemnitee is entitled under any provision
of this Agreement to indemnification by the Company for some or a portion of
Expenses incurred in connection with any Proceeding, but not, however, for all
of the total amount thereof, the Company shall nevertheless indemnify Indemnitee
for the portion of such Expenses to which Indemnitee is entitled.

      6. Mutual Acknowledgement. Both the Company and Indemnitee acknowledge
that in certain instances, Federal law or applicable public policy may prohibit
the Company from indemnifying its directors, officers, employees, agents or
fiduciaries under this Agreement or otherwise. Indemnitee understands and
acknowledges that the Company has undertaken and may be required in the future
to undertake with the Securities and Exchange Commission to submit the question
of indemnification to a court in certain circumstances for a determination of
the Company's right under public policy to indemnify Indemnitee.

      7. Maintenance of Liability Insurance

            (a) The Company hereby covenants and agrees that, as long as
Indemnitee continues to serve as an officer of the Company and thereafter as
long as Indemnitee may be subject to any Proceeding, the Company, subject to
subsection (c) below, shall maintain in full force and effect Directors' and
Officers' liability insurance ("D&O Insurance") in reasonable amounts from
established and reputable insurers.

            (b) In all D&O Insurance policies, Indemnitee shall be named as an
insured in such a manner as to provide Indemnitee the same rights and benefits
as are accorded to the most favorably insured of the Company's Directors and
Officers.

            (c) Notwithstanding the foregoing, the Company shall have no
obligation to obtain or maintain D&O Insurance if the Board of Directors of the
Company determines in good faith that such insurance is not reasonably
available, the premium costs for such insurance are disproportionate to the
amount of coverage provided, the coverage provided by such insurance is so
limited by exclusions that it provides an insufficient benefit, or Indemnitee is
covered by similar insurance maintained by a subsidiary of the Company.

      8. Exceptions. Notwithstanding anything to the contrary herein, the
Company shall not be obligated pursuant to the terms of this Agreement:

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            (a) Claims Excluded Under Section 145 of the Delaware General
Corporation Law. To indemnify Indemnitee with respect to any Proceeding if (i)
Indemnitee did not act in good faith or in a manner reasonably believed by such
Indemnitee to be in, or not opposed to, the best interests of the Company with
respect to such Proceeding, (ii) with respect to any Proceeding that is a
criminal action or proceeding, Indemnitee had reasonable cause to believe
Indemnitee's conduct was unlawful, (iii) Indemnitee shall have been adjudged to
be liable to the Company with respect to such Proceeding, except to the extent
the Delaware Court of Chancery or the court in which such action was brought
shall permit indemnification as provided in Section 145(b) of the Delaware
General Corporation Law or (iv) otherwise prohibited by applicable law;

            (b) Proceedings Initiated by Indemnitee. To indemnify or advance
Expenses to Indemnitee with respect to Proceedings initiated or brought
voluntarily by Indemnitee and not by way of defense, except (i) with respect to
any Proceeding (x) brought to establish or enforce a right to indemnification or
advancement of Expenses under this Agreement, or any other agreement, or
insurance policy, or Certificate of Incorporation or Bylaws, now or hereafter in
effect relating to any Proceeding, or (y) specifically authorized by the Board
of Directors, or (ii) as otherwise required under Section 145 of the Delaware
General Corporation Law, regardless of whether Indemnitee ultimately is
determined to be entitled to such indemnification, advance expense payment or
insurance recovery, as the case may be;

            (c) Claims Under Section 16(b). To indemnify Indemnitee for
Expenses, judgments, fines or penalties sustained in any proceeding for an
accounting of profits arising from the purchase and sale by Indemnitee of
securities of the Company in violation of Section 16(b) of the Securities
Exchange Act of 1934, as amended, rules and regulations promulgated thereunder,
or any similar provisions of any federal, state or local statute; or

            (d) Lack of Good Faith. To indemnify Indemnitee for any expenses
incurred by Indemnitee with respect to any proceeding instituted by Indemnitee
to enforce or interpret this Agreement, if a court of competent jurisdiction
determines that each of the material assertions made by Indemnitee in such
proceeding was not made in good faith or was frivolous.

      9. Period of Limitations. No legal action shall be brought and no cause of
action shall be asserted by or in the right of the Company against Indemnitee,
Indemnitee's estate, spouse, heirs, executors or personal or legal
representatives after the expiration of three (3) years from the date of accrual
of such cause of action, and any claim or cause of action of the Company shall
be extinguished and deemed released unless asserted by the timely filing of a
legal action within such three-year period; provided, however, that if any
shorter period of limitations is otherwise applicable to any such cause of
action, such shorter period shall govern.

      10. Construction of Certain Phrases.

            (a) For purposes of this Agreement a "Change in Control" shall be
deemed to have occurred if (i) any "person" (as such term is used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than
a trustee or other fiduciary holding securities under an employee benefit plan
of the Company or a corporation owned directly or

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indirectly by the stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company, (A) who is or becomes
the beneficial owner, directly or indirectly, of securities of the Company
representing 10% or more of the combined voting power of the Company's then
outstanding Voting Securities, increases his beneficial ownership of such
securities by 5% or more over the percentage so owned by such person, or (B)
becomes the "beneficial owner" (as defined in Rule 13d-3 under said Act),
directly or indirectly, of securities of the Company representing more than 20%
of the total voting power represented by the Company's then outstanding Voting
Securities, (ii) during any period of two consecutive years, individuals who at
the beginning of such period constitute the Board of Directors of the Company
and any new director whose election by the Board of Directors or nomination for
election by the Company's stockholders was approved by a vote of at least
two-thirds of the directors then still in office who either were directors at
the beginning of the period or whose election or nomination for election was
previously so approved, cease for any reason to constitute a majority thereof,
or (iii) the stockholders of the Company approve a merger or consolidation of
the Company with any other corporation other than a merger or consolidation
which would result in the Voting Securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into Voting Securities of the surviving
entity) at least 80% of the total voting power represented by the Voting
Securities of the Company or such surviving entity outstanding immediately after
such merger or consolidation, or the stockholders of the Company approve a plan
of complete liquidation of the Company or an agreement for the sale or
disposition by the Company of (in one transaction or a series of transactions)
all or substantially all of the Company's assets.

            (b) For purposes of this Agreement, "Expense" shall include any and
all expenses (including attorneys' fees and all other costs, expenses and
obligations incurred in connection with investigating, defending, being a
witness in or participating in (including on appeal), or preparing to defend, be
a witness in or participate in, a Proceeding), judgments, fines, penalties and
amounts paid in settlement (if such settlement is approved in advance by the
Company, which approval shall not be unreasonably withheld) of a Proceeding, and
any federal, state, local or foreign taxes imposed on Indemnitee as a result of
the actual or deemed receipt of any payments under this Agreement.

            (c) For purposes of this Agreement, "Independent Legal Counsel"
shall mean an attorney or firm of attorneys who shall not have otherwise
performed services for the Company or Indemnitee within the last three years
(other than with respect to matters concerning the rights of Indemnitee under
this Agreement, or of other indemnitees under similar indemnity agreements).
Independent Legal Counsel shall be selected as follows: (i) by a majority of the
Disinterested Directors if there has not been a Change in Control or there has
been a Change in Control which has been approved by a majority of the Incumbent
Directors; or (ii) by Indemnitee, subject to the approval by a majority of the
Disinterested Directors (which shall not be unreasonably withheld), if there has
been a Change in Control which has not been approved by a majority of the
Incumbent Directors. The Company agrees to pay the reasonable fees of the
Independent Legal Counsel, regardless of which party selects the Independent
Legal Counsel.

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            (d) For purposes of this Agreement, references to "other
enterprises" shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on Indemnitee with respect to an employee
benefit plan; and references to "serving at the request of the Company" shall
include any service as a director, officer, employee, agent or fiduciary of the
Company which imposes duties on, or involves services by, such director,
officer, employee, agent or fiduciary with respect to an employee benefit plan,
its participants or its beneficiaries.

            (e) For purposes of this Agreement, "Proceeding" shall mean any
threatened, pending or completed action, suit, proceeding or alternative dispute
resolution mechanism, or any hearing, inquiry or investigation that Indemnitee
in good faith believes might lead to the institution of any such action, suit,
proceeding or alternative dispute resolution mechanism, whether brought by or in
the right of the Company or otherwise, and whether civil, criminal,
administrative, investigative or other, in which Indemnitee was or is or becomes
a party to or witness or other participant in, or is threatened to be made a
party to or witness or other participant by reason of (or arising in part out
of) any event or occurrence related to the fact that Indemnitee is or was a
director, officer, employee, agent or fiduciary of the Company, or any
subsidiary of the Company, or is or was serving at the request of the Company as
a director, officer, employee, agent or fiduciary of another corporation,
partnership, joint venture, trust or other enterprise, or by reason of any
action or inaction on the part of Indemnitee while serving in such capacity
(including, without limitation, rendering any written statement that is a
Required Statement or is made to another officer or employee of the Company to
support a Required Statement).

            (f) For purposes of this Agreement, a "Reviewing Party" shall mean
(i) the Board of Directors acting by a majority vote of the directors who are
not and were not parties to the Proceeding in respect of which indemnification
is being sought (the "Disinterested Directors"), (ii) a committee of some or all
of the Disinterested Directors designated by a majority vote of the
Disinterested Directors, or (iii) Independent Legal Counsel.

            (g) For purposes of this Agreement, a "Required Statement" shall
mean a written statement of a person that is required to be, and is, filed with
the SEC regarding the design, adequacy or evaluation of the Company's internal
controls or the accuracy, sufficiency or completeness of reports or statements
filed by the Company with the SEC pursuant to federal law and/or administrative
regulations, including without limitation, the certifications contemplated by
Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, as amended, or any rule
or regulation promulgated pursuant thereto.

            (h) For purposes of this Agreement, "Voting Securities" shall mean
any securities of the Company that vote generally in the election of directors.

      11. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall constitute an original.

      12. Binding Effect; Successors and Assigns. This Agreement shall be
binding upon and inure to the benefit of and be enforceable by the parties
hereto and their respective successors and assigns (including with respect to
the Company, any direct or indirect successor

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by purchase, merger, consolidation or otherwise to all or substantially all of
the business and/or assets of the Company), and with respect to Indemnitee,
spouses, heirs, and personal and legal representatives. The Company shall
require and cause any successor (whether direct or indirect by purchase, merger,
consolidation or otherwise) to all, substantially all, or a substantial part, of
the business and/or assets of the Company, by written agreement in form and
substance satisfactory to Indemnitee, expressly to assume and agree to perform
this Agreement in the same manner and to the same extent that the Company would
be required to perform if no such succession or assignment had taken place. This
Agreement shall continue in effect with respect to any Proceeding regardless of
whether Indemnitee continues to serve as a director, officer, employee, agent or
fiduciary of the Company or of any other enterprise at the Company's request.

      13. Attorneys' Fees. In the event that any action is instituted by
Indemnitee under this Agreement or under any liability insurance policies
maintained by the Company to enforce or interpret any of the terms hereof or
thereof, Indemnitee shall be entitled to be paid all expenses incurred by
Indemnitee with respect to such action, regardless of whether Indemnitee is
ultimately successful in such action, and shall be entitled to the advancement
of such expenses with respect to such action, unless, as a part of such action,
a court of competent jurisdiction over such action determines that each of the
material assertions made by Indemnitee as a basis for such action was not made
in good faith or was frivolous. In the event of an action instituted by or in
the name of the Company under this Agreement to enforce or interpret any of the
terms of this Agreement, Indemnitee shall be entitled to be paid all expenses
incurred by Indemnitee in defense of such action (including costs and expenses
incurred with respect to Indemnitee counterclaims and cross-claims made in such
action), and shall be entitled to the advancement of such expenses with respect
to such action, unless, as a part of such action, a court having jurisdiction
over such action determines that each of Indemnitee's material defenses to such
action was not made in good faith or was frivolous.

      14. Notice. All notices and other communications required or permitted
hereunder shall be in writing, shall be effective when given, and shall in any
event be deemed to be given (a) five (5) days after deposit with the U.S. Postal
Service or other applicable postal service, if delivered by first class mail,
postage prepaid, (b) upon delivery, if delivered by hand, (c) one (1) business
day after the business day of deposit with Federal Express or similar overnight
courier, freight prepaid, or (d) one (1) day after the business day of delivery
by facsimile transmission, if delivered by facsimile transmission, with copy by
first class mail, postage prepaid, and shall be addressed if to Indemnitee, at
Indemnitee's address as set forth beneath Indemnitee's signature to this
Agreement and if to the Company at the address of its principal corporate
offices (attention: Secretary) or at such other address as a party may designate
by ten days' advance written notice to the other party hereto.

      15. Severability. The provisions of this Agreement shall be severable in
the event that any of the provisions hereof (including any provision within a
single section, paragraph or sentence) are held by a court of competent
jurisdiction to be invalid, void or otherwise unenforceable, and the remaining
provisions shall remain enforceable to the fullest extent permitted by law.
Furthermore, to the fullest extent possible, the provisions of this Agreement

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(including, without limitations, each portion of this Agreement containing any
provision held to be invalid, void or otherwise unenforceable, that is not
itself invalid, void or unenforceable) shall be construed so as to give effect
to the intent manifested by the provision held invalid, illegal or
unenforceable.

      16. Choice of Law. This Agreement shall be governed by and its provisions
construed and enforced in accordance with the laws of the State of Delaware, as
applied to contracts between Delaware residents, entered into and to be
performed entirely within the State of Delaware, without regard to the conflict
of laws principles thereof.

      17. Subrogation. In the event of payment under this Agreement, the Company
shall be subrogated to the extent of such payment to all of the rights of
recovery of Indemnitee who shall execute all documents required and shall do all
acts that may be necessary to secure such rights and to enable the Company
effectively to bring suit to enforce such rights.

      18. Amendment and Termination. No amendment, modification, termination or
cancellation of this Agreement shall be effective unless it is in writing signed
by both the parties hereto. No waiver of any of the provisions of this Agreement
shall be deemed or shall constitute a waiver of any other provisions hereof
(whether or not similar) nor shall such waiver constitute a continuing waiver.

      19. Integration and Entire Agreement. This Agreement sets forth the entire
understanding between the parties hereto and supersedes and merges all previous
written and oral negotiations, commitments, understandings and agreements
relating to the subject matter hereof between the parties hereto.

      20. No Construction as Employment Agreement. Nothing contained in this
Agreement shall be construed as giving Indemnitee any right to be retained in
the employ of the Company or any of its subsidiaries.

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

                                       PENSON WORLDWIDE, INC.

                                       _________________________________________
                                       By:

                                       _________________________________________
                                       Title:

                                       Address of Principal Corporate Office:

                                       1700 Pacific Avenue, Suite 1400
                                       Dallas, TX 75201

AGREED TO AND ACCEPTED BY:

Signature:_____________________________

Name:__________________________________

Address:_______________________________

_______________________________________

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