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                                                                    EXHIBIT 10.5

                                 OFFER TO LEASE

                 BETWEEN PENSON FINANCIAL SERVICES CANADA INC.

                     AND 360 ST-JACQUES NOVA SCOTIA COMPANY

                          360 SAINT-JACQUES STREET WEST

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OFFER TO LEASE
Between Penson Financial Services Canada Inc. and 360 St-Jacques Nova Scotia
Company
October 14, 2003                                                          Page 2

                               TABLE OF CONTENTS

<TABLE>
<S>                                                                                <C>
1.   PREMISES...................................................................    3
2.   TERM.......................................................................    3
3.   USE OF THE PREMISES........................................................    4
4.   OCCUPANCY..................................................................    4
5.   BASE RENT..................................................................    4
6.   ADDITIONAL RENTALS.........................................................    4
7.   CANCELLATION OPTION........................................................    6
8.   FREE RENT..................................................................    6
9.   LEASE......................................................................    6
10.  ELECTRICITY................................................................    7
11.  HEATING, AIR-CONDITIONING AND VENTILATION..................................    7
12.  LEASEHOLD IMPROVEMENTS.....................................................    7
13.  GENERATOR..................................................................    8
14.  BASE BUILDING..............................................................    8
15.  RELOCATION.................................................................    8
16.  DEMISING WALLS.............................................................    9
17.  IDENTIFICATION.............................................................    9
18.  ACCEPTANCE OF PREMISES.....................................................    9
19.  REMOVAL OF IMPROVEMENTS....................................................   10
20.  BROKERAGE FEES.............................................................   10
21.  RIGHT OF FIRST REFUSAL.....................................................   10
22.  CANCELLATION CHEQUE........................................................   11
23.  REPRESENTATIONS AND GUARANTEES.............................................   11
24.  SUPERIOR FORCE.............................................................   11
25.  PUBLICATION................................................................   11
26.  CONDITIONAL ACCEPTANCE.....................................................   11
27.  ACCEPTANCE DELAY...........................................................   11
28.  LANGUAGE OF THIS AGREEMENT.................................................   12
SCHEDULE "A"....................................................................   14
SCHEDULE "B"....................................................................   15
</TABLE>

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                                 OFFER TO LEASE

Montreal, October 14, 2003

Mr. Georges Coulombe
360 ST-JACQUES NOVA SCOTIA COMPANY
410 Saint-Nicolas Street, Suite 124
Montreal, Quebec H2Y 2P5

SUBJECT: 360 SAINT-JACQUES STREET WEST

Sirs:

PENSON FINANCIAL SERVICES CANADA INC. (HEREINAFTER REFERRED TO AS THE "TENANT")
hereby offers to lease through Devencore Ltd. from 360 ST-JACQUES NOVA SCOTIA
COMPANY (HEREINAFTER REFERRED TO AS THE "LESSOR") office space (HEREINAFTER
REFERRED TO AS THE "PREMISES") in the building bearing the municipal address,
360 Saint-Jacques Street West in the City of Montreal, Province of Quebec
(HEREINAFTER REFERRED TO AS THE "BUILDING") erected upon and within the land
(HEREINAFTER REFERRED TO AS THE "LAND"). THE BUILDING AND THE LAND MAY
COLLECTIVELY BE REFERRED TO AS THE "PROPERTY". THE WHOLE UNDER THE TERMS AND
CONDITIONS HEREINAFTER SET FORTH AND REFERRED TO AS THE "OFFER TO LEASE", which
shall include schedules attached hereto to be part of the Offer to Lease.

1.    PREMISES

      method of measurement

      1.1   The Premises shall comprise approximately NINETEEN THOUSAND THREE
            HUNDRED (19,300) square feet of rentable area, including Tenant's
            proportion of service and common areas (HEREINAFTER REFERRED TO AS
            THE "RENTABLE AREA") as defined by the Standard Method for Measuring
            Floor Area in Office Buildings (AINS|Z65.1-1996) as approved by the
            American National Standards institute Inc., on June 7. 1996 and
            sponsored by BOMA International Inc. (HEREINAFTER REFERRED TO AS THE
            "METHOD OF MEASUREMENT"), located on the ELEVENTH (11th) and TWELFTH
            (12th) floors of the Building as outlined in red on SCHEDULE "A"
            attached hereto.

            * Plus Local 409 measuring approx 424 SQFTS

      final measurement

      1.2   A final measurement of the Premises shall be done at Lessor's
            expense before the Commencement Date (as further defined), by an
            Architect who Shall certify that the Premises were measured in
            accordance with the Method of Measurement.

2.    TERM

      term

      2.1   The term shall be for a period of FIFTEEN (15) years (HEREINAFTER
            REFERRED TO AS THE "TERM"), commencing on April 1, 2004 (HEREINAFTER
            REFERRED TO AS THE

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            "COMMENCEMENT DATE") end terminating on March 31, 2019 (HEREINAFTER
            REFERRED TO AS THE "EXPIRATION OF THE TERM").

3.    USE OF THE PREMISES

      office accommodation

      3.1   The Premises shall be used as office accommodation.

4.    OCCUPANCY

      taking possession

      4.1   The Tenant shall be entitled to take possession of the ELEVENTH
            (11th) floor on January 1, 2004, to construct its leasehold
            improvements and subsequently to conduct its normal business affairs
            therein (HEREINAFTER REFERRED TO AS THE "OCCUPATION DATE"). This
            occupancy of the Premises is allowed free of charge, consequently
            the Tenant shall not pay any Base Rent and Additional Rentals (as
            they are further defined) during said period.

      physical occupancy not mandatory

      4.2   During the Term, the Tenant shall not be obliged to physically
            occupy the Premises provided that it respects all the terms and
            conditions of the Lease which are reconcilable with the
            non-occupation of the Premises.

5.    BASE RENT

      base rent

      5.1   The Tenant agrees to pay the following amount to the Lessor as Base
            Rent (as further defined):

            5.1.1 for the first FIVE (5) years of the Term, the annual rate of
                  EIGHT DOLLARS ($8.00) per square foot of Rentable Area leased

            5.1.2 for the following FIVE (5) years, the annual rate of ELEVEN
                  DOLLARS ($11.00) per square foot of Rentable Area lease);

            5.1.3 for the remainder of the Term, the annual rate of "TWELVE
                  DOLLARS ($12.00) per square foot of Rentable Area leased.

            The foresaid amounts are herein referred to as the "BASE RENT".

      modes

      5.2   Except for the Free Rent Period described in the section entitled
            "Free rent", the Base Rent shall be paid on the first day of each
            month, in equal, consecutive, monthly installments in advance
            throughout the Term. In the event that the first or the last day of
            the Term is not respectively the first or the last day of a calendar
            month, or that the Base Rent is not payable on the first day of the
            month, then for that part of the month, the Base Rent shall be
            adjusted on a "per diem" basis.

6.    ADDITIONAL RENTALS

      Proportionate Share of Taxes and Operating Expenses

      6.1   In consideration of its peaceful enjoyment of the Premises, the
            Tenant shall pay its Proportionate Share (as further defined) of
            Taxes and its Proportionate Share of Operating Expenses (as said
            Taxes and Operating Expenses are

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            further defined). The whole being HEREINAFTER REFERRED TO AS THE
            "ADDITIONAL RENTALS".

      definition of Proportionate Share

      6.2   Proportionate Share means a fraction having as its numerator the
            Rentable Area of the Premises and as its denominator the Rentable
            Area of the Building including the Rentable Area of the Premises, as
            calculated according to the Method of Measurement (HEREINABOVE AND
            HEREINAFTER REFERRED TO AS THE "PROPORTIONATE SHARE").

      Proportionate Share of Taxes

      6.3   Taxes shall be calculated taking into account the amount of any tax,
            imposition or contribution, imposed or levied on the Property by any
            competent governmental authority, presently or subsequently having
            jurisdiction over the Property or any part thereof, as well as any
            new tax that shall replace or that shall legally be added to any tax
            presently imposed but excluding.

      taxes excluded

            6.3.1 any tax due for any transfer of immovable resulting from the
                  sale of the Property in whole or in part.

            Taxes as above described are included in the Taxes to be part of the
            Additional Rentals and are HEREINABOVE AND HEREINAFTER REFERRED TO
            AS THE "TAXES"

      Operating Expenses included

      6.4   Operating Expenses (HEREINABOVE AND HEREINAFTER REFERRED TO AS THE
            "OPERATING EXPENSES") shall be calculated taking into account the
            costs and expenses incurred by the Lessor to operate, clean,
            maintain, repair, manage and administer the Property except for the
            following costs: direct or indirect costs related to the
            decontamination of the Land and the Building as the case may be. The
            total cost of all taxes (including the Real Estate Tax) and
            operating expenses for 2003 is estimated at NINE DOLLARS AND SIXTY
            CENTS ($9.60) per square foot.

      duplication

      6.5   There shall be no duplication of costs and expenses included in the
            Additional Rentals at any time, and such costs shall include only
            expenses actually incurred by the Lessor, during the Term, less
            recoveries of same.

      method of payment

      6.6   Except for the Tenant's Proportionate Share of Taxes as described
            above, which is payable when due and upon presentation of invoices
            and copies of tax invoices and any related proof along with a
            statement certifying the amount of the Tenant's Proportionate Share
            of said Taxes, the Additional Rentals shall be reasonably estimated
            and prorated by the Lessor, taking into account preceding years. The
            Tenant shall benefit from any cost reduction in the form of a
            decrease of the Additional Rentals which shall include any Interest
            paid to the Lessor for any amount due to the Lessor. The Additional
            Rentals shall be paid by the Tenant monthly, in advance and shall be
            adjusted following the receipt by Tenant, of a detailed certified
            statement as provided in the following paragraph. In the event that
            the first or the last day for which Additional Rentals are payable
            are not respectively the first or the last day of a calendar month
            then for part of said months the Additional Rentals shall be
            adjusted on a "per diem" basis.

      financial statement

      6.7   During the Term, at the end of every period for which Additional
            Rentals are estimated, the Lessor shall submit to the Tenant an
            itemized statement detailing the particular cost aggregated as
            Operating Expenses and Taxes for that year and the Additional
            Rentals payable accordingly. Said statement shall

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Company
October 14, 2003                                                          Page 6

            be certified by the Lessor's auditor(s). Any difference shall be
            readjusted no later than THIRTY (30) days after the receipt of said
            statement. Said obligation shall survive the Expiration of the Term
            and any renewal thereof.

      verification by the Tenant

      6.8   The Tenant may question the Lessor regarding said Operating Expenses
            and Taxes. The Lessor shall promptly reply if the Tenant deems that
            the Operating Expenses or the Taxes have not been calculated
            according to generally recognized accounting principles or in
            conformity with the stipulations contained in the Offer to Lease or
            the Lease. Notwithstanding Tenant's 6 right to question, it shall
            pay upon demand any amount which is due and payable.

      new certified statement

      6.9   If the Lessor's answers are not to the Tenant's satisfaction, the
            latter may request that an independent auditor, at Tenant's costs,
            prepare a fully Itemized certified statement attesting the accuracy
            of invoicing of the Operating Expenses and Taxes according to the
            Offer to Lease or the Lease.

7.    CANCELLATION OPTION

      7.1   The Lease may, on the SIXTIETH (60th) month and on the ONE HUNDRED
            AND TWENTIETH (120th) month of the Term, cancel the Lease by sending
            the Lessor a NINE (9) month notice and by paying an indemnity
            equivalent to the following:

            7.1.1 on the SIXTIETH (60th) month of the Term, an indemnity
                  equivalent to FOUR (4) months of gross rent;

            7.1.2 on the ONE HUNDRED TWENTIETH (120th) month of the Term, an
                  indemnity equivalent to TWO (2) months of gross rent.

8.    FREE RENT

      principle

      8.1   Notwithstanding the above, the FIRST (1st) month following the
            Commencement Date of the FIRST (1st) FIVE (5) years of the Term
            shall be entirely free of Base Rent and Additional Rentals
            (HEREINAFTER REFERRED TO AS THE "FREE RENT PERIOD").

9.    LEASE

      terminology

      9.1   In the Offer to Lease, except if other wise specified, the term
            "Lease" shall mean a lease to be signed by the parties hereto in
            conformity with this section and shall also mean the Offer to Lease
            as replaced by the said Lease for the period of time that precedes
            the said substitution (THE LEASE IS HEREINABOVE AND HEREINAFTER
            REFERRED TO AS THE "LEASE").

      drafting

      9.2   Following the execution of the Offer to Lease, the Lessor shall
            prepare at its cost, a draft of the Lease based upon Lessor's
            standard form of lease (HEREINAFTER REFERRED TO AS THE "STANDARD
            LEASE") containing all terms and conditions of the Offer to Lease,
            signed by the parties hereto, including all modifications initiated
            by the parties hereto and every schedule attached thereto. The Lease
            shall not contain provisions that could restrain, diminish,
            invalidate or cancel the scope of a clause contained in the Offer to
            Lease.

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Company
October 14, 2003                                                          Page 7

      delay

      9.3   The draft of the Lease shall be sent to the Tenant no later than TEN
            (10) business days after the execution of the Offer to Lease.

      effect of the Offer to Lease

      9.4   Any term or condition of the Standard Lease which has not been dealt
            with by the parties may be addressed after the execution of the
            Offer to lease and before the execution of the Lease. During such
            negotiations, the parties shall act reasonably.

      9.5   The Lessor and the Tenant agree to sign the Lease following
            negotiations duly undertaken by the parties acting diligently and in
            good faith and provided that the Lessor respects the provisions
            contained in this section.

      Offer to Lease annexed

      9.6   The Offer to Lease shall be annexed to the Lease for future
            references.

10.   ELECTRICITY

      Hydro-Quebec

      10.1  Tenant shall pay Lessor for the cost of electricity consumed by it
            within the Premises at a cost of ONE DOLLAR ($1.00) per square foot.
            In no event shall the cost for said electricity exceed what Tenant
            would have to pay to Hydro-Quebec or any succeeding company
            if electricity was directly metered.

11.   HEATING, AIR-CONDITIONING AND VENTILATION

      comfort level

      11.1  The Lessor shall provide heating, ventilation and air-conditioning
            at a comfort level acceptable to the Tenant during the Tenant's
            Business Hours. Said comfort level shall be equivalent to that found
            in other similar buildings and shall meet minimum standards
            promulgated and modified, from time to time, by the American Society
            of Heating, Refrigeration and Air-Conditioning Engineers Inc.
            ("ASHRAE") and by the "Commission de la Sante et de la Securite du
            Travail".

12.   LEASEHOLD IMPROVEMENTS

      Lump Sum

      12.1  The cost of the leasehold improvements carried out by the Lessor
            according to the Tenant's specifications shall be assumed by the
            Tenant.

      estimate

      12.2  The Tenant shall provide the Lessor with revised preliminary plans
            with its specifications related to the leasehold improvements. The
            Lessor shall provide the Tenant with a written estimate of the costs
            related to the leasehold improvements before November 15, 2003. It
            is agreed that the said estimate shall be as precise as possible,
            however, it shall not be binding upon the Lessor because it is done
            for budget purposes only.

      bidding procedure

      12.3  The Lessor shall obtain a minimum of THREE (3) tenders after going
            through a bidding procedure. The tenders and tenderers shall be
            chosen by the Tenant. The Tenant may propose a tenderer for every
            trade association or guild and shall take into consideration the
            Lessor's comments. The Lessor shall also assist the Tenant in its
            service of tenders without any charge to the Tenant. Said tenders
            shall be addressed to the Tenant and Lessor and every decision
            related to such shall be taken by the Tenant with the Lessors
            written

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            consent. The Lessor shall have the right to execute any work
            submitted to bidding using its own contractors, provided it offers
            to do said work at no greater costs, including all fees or
            additional costs, than the ones stipulated by other tenderers.

      coordination of construction work

      12.4  The Lessor shall coordinate the construction of the leasehold
            improvements in such a manner as to minimize their costs and
            maximize the utilization of the money allocated to execute said
            work. The Lessor shall take special care in the scheduling of the
            steps in the construction process in order to obtain an optimum
            planning of said construction work. The Lessor shall be responsible
            for any damage relative to the coordination of the execution of the
            work and directly caused by its fault. Any delay in the delivery of
            the Premises not attributable to the Tenant's fault shall postpone
            the Commencement Date by an equivalent period of time.

13.   GENERATOR

      13.1  The Lessor shall, at its own cost, supply, install and connect for
            the use of the Lessee the use of a generator of SEVEN HUNDRED (700)
            Amps.

14.   BASE BUILDING

      modification

      14.1  Items described as part of the Base Building in Schedule "B"
            attached hereto may have to be furnished, installed, modified or
            adapted in order to meet Tenant's needs as they are described in the
            Construction Plans. For example, this may include the heating,
            ventilation and the air-conditioning systems as well as the
            sprinklers and the electrical system.

      costs

      14.2  The costs associated with the requirements and modifications
            described in the preceding paragraph shall be entirely assumed by
            the Lessor. Any cost related to the production of electrical and
            mechanical plans due to said modifications shall be assumed by the
            Lessor.

15.   RELOCATION

      conditions of relocation

      15.1  After the Commencement Date, the Lessor shall have the right to
            relocate the whole of the Premises to comparable premises located in
            the Building provided that the following conditions are respected:

      Lessor's written notice

            15.1.1 the Lessor shall send a written notice to the Tenant, which
                   notice shall indicate the floor(s) where the new premises
                   shall be locaqted as well as their location on said floor(s)
                   and the effective date of the relocation;

      materials

            15.1.2 the new premises shall be constructed and furnished by the
                   Lessor using materials of equal quality as those used in the
                   Premises. Said materials are to be chosen by the Tenant in
                   such a manner that the new premises shall be comparable to
                   the Premises;

      inherent costs and free rent

            15.1.3 such reasonable costs related to the relocation (i.e. moving
                   expenses, replacement of unusable letterhead, relocation and

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                   installation of communication and computer systems including
                   server, all information technology-related equipment and all
                   wire and other connections) shall be assumed by the Lessor;

      Rentable Area

            15.1.4 the new premises shall be comprised of a Rentable Area which
                   is at least equivalent to the Rentable Area of the Premises.
                   Any exceeding area shall be occupied by the Tenant free of
                   rent until the Expiration of the Term and any renewal
                   thereof.

      same configuration and bank elevators

      15.2  The configuration of the new premises on each floor (as the case may
            be) shall be comparable to the configuration of the Premises. The
            new premises shall be situated on one or two floors. If the Premises
            are located on more than one floor, they shall be contiguous and be
            served by located the same bank of elevators.

      layout

      15.3  The new premises shall be constructed and furnished taking into
            consideration Tenant's needs at the time of the relocation.
            Construction plans shall be approved in writing by the Tenant and
            the Lessor both acting reasonably and diligently. The intent of this
            paragraph is that the Tenant be able to adjust the interior
            configuration with regard to the physical layout of the new premises
            without increasing the costs that would have been otherwise incurred
            according to this section.

      options and rights

      15.4  The new premises shall be leased under the same terms and conditions
            as the Lease as if the term "Premises" meant the new premises.
            Options and rights shall apply with proper modifications in order to
            confer the same benefits to the Tenant.

16.   DEMISING WALLS

      cost and insulation

      16.1  As per the Construction Plans, any demising wall required to
            separate the Premises from any other space shall be built by the
            Lessor at its sole expense and meet Building standards related to
            the insulation and sound proofing.

17.   IDENTIFICATION

      directory board

      17.1  No later than the Occupation Date, the Lessor shall place and
            maintain at no charge to the Tenant, the Tenant's corporate
            designation, as amended from time to time onto the Building
            directory board(s).

18.   ACCEPTANCE OF PREMISES

      delay

      18.1  As of the Commencement Date, the Tenant shall benefit from a SIX (6)
            month period to advise the Lessor of any visible defect affecting
            any base Building system located inside the Premises in order for
            the Lessor to correct the situation at its own costs.

      seasonal elements

      18.2  In the case of any defects of faults with respect to any seasonal
            elements which may include but shall not be limited to heating and
            air-conditioning systems, the SIX (6) month period shall commence as
            of the date when such

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            system(s) actually start operating in the Premises and not as of the
            Commencement Date.

19.   REMOVAL OF IMPROVEMENTS

      good order

      19.1  Upon the expiration or earlier termination of the Term or any
            renewal(s) thereof, the Tenant shall not be obliged to remove any
            improvements made to the Premises by the Tenant or the Lessor,
            provided it leaves the Premises in good order save for normal wear
            and tear.

20.   BROKERAGE FEES

      broker involved

      20.1  The Tenant and the Lessor state that the only real estate broker
            involved in leasing the Premises is Devencore Ltd. Any fees
            resulting from said brokerage shall be entirely paid by the Lessor.

21.   RIGHT OF FIRST REFUSAL

      designation of the space and notice

      21.1  Upon the execution of this Offer to Lease, and whether or not the
            Tenant exercises its rights of first offer or expansion, the Tenant
            shall have a right of first refusal. Therefore, if the Lessor
            receives any acceptable bona fide offer from a third party for any
            space available or to become available located on the ELEVENTH
            (11th) or the TWELFTH (12th) floor (HEREINAFTER REFERRED TO AS THE
            THE "AVAILABLE SPACE") or if the Lessor makes a bona fide offer to
            lease the Available Space to a third party, which is acceptable to
            such third party (the third party's offer and the LESSOR'S OFFER ARE
            HEREINAFTER REFERRED TO AS THE "OFFER"), the Lessor shall, before
            concluding a leasing transaction with a third party lessee, offer to
            lease the Available Space to the Tenant along with all available
            adjacent space. Subject to the above, the Available Space may
            include the Available Space adjacent to it if required by the
            Tenant.

      delay

      21.2  The Tenant shall notify the Lessor in writing, within FIVE (5)
            business days from its receipt of the Lessor's offer of its
            intention to avail itself of its right of first refusal to acquire
            the Available Space, after which time the Lessor's offer shall
            become null and void pertaining to said Offer. The Tenant's right of
            first refusal shall remain in force during the balance of the Term
            for any subsequent Offer.

      terms and conditions

      21.3  The Lessor's offer shall be under the same terms and conditions as
            those contained in the Offer.

      copy of the Offer

      21.4  Such offer shall be in writing and shall include a copy of the Offer
            and all pertinent documents therewith.

      renewal

      21.5  The term for the Available Space shall be renewable under the same
            terms and conditions as the ones related to the Premises.

      renewal

      21.6  The rental period for the expansion space shall be renewable under
            the same terms and conditions as those relating to the Premises.

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22.   CANCELLATION CHEQUE

      22.1  Following the acceptance of this Offer to Lease, the Lessor shall
            refund to the Lessee, within TEN (10) business day. the cheque sent
            of September 22, 2003 for ONE HUNDRED THOUSAND AND SEVEN HUNDRED
            FIFTY SIX DOLLARS AND FORTY-EIGHT CENTS (100,756.48 $) for the
            cancellation of the premises.

23.   REPRESENTATIONS AND GUARANTEES

      signatories duly authorized

      23.1  The signatories hereby declare being duly authorized to sign the
            present Offer to Lease and bind the company that they represent.

24.   SUPERIOR FORCE

      not liable

      24.1  The parties shall not be liable for failure or delays in performing
            any of their obligations should such failure or delays be caused by
            fortuitons event, superior force, acts of God, fire, riots and any
            other disturbance such as a war, blockade, disaster, insurrection or
            any other cause beyond the parties reasonable control and which
            could not have been avoided by said parties.

      installment due by the Tenant

      24.2  Provided that Tenant benefits from the quiet and peaceful enjoyment
            of the Premises, the occurrence of a fortuitous event or a case of
            superior force shall not have the effect of canceling or deferring
            any installment of any amount due by the Tenant to the Lessor.

25.   PUBLICATION

      financial provisions

      25.1  The Tenant can publicize the Lease by notice, at its costs, without
            any financial provisions, the whole as per article 2999.1 of the
            Civil Code of Quebec.

26.   CONDITIONAL ACCEPTANCE

      Tenant's Board of Directors' acceptance

      26.1  This Offer to Lease is conditional upon its ratification by the
            Tenant's Board of Directors. No later than October 24, 2003, the
            Tenant's Board of Directors shall meet to consider the Offer to
            Lease ratification and its decision shall be communicated to the
            Lessor at noon the day following the above mentioned data. Any
            failure to do so shall be considered as a non-ratification and shall
            render the Offer to Lease null and void.

27.   ACCEPTANCE DELAY

      acceptance delay

      27.1  This Offer to Lease is open for the Lessor's acceptance for a period
            of two (2) Business Days following the date of Tenant's signature of
            same (HEREINAFTER REFERRED TO AS THE "ACCEPTANCE DELAY"). After the
            expiration of the Acceptance Delay this Offer to Lease if not
            accepted during such Acceptance Delay shall become null and of no
            effect.

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October 14, 2003                                                         Page 12

      transmission to Devencore

      27.2  Acceptance of this Offer to Lease shall be deemed to be in effect
            and to have full force if one original or one copy signed by the
            Lessor is received by Devencore Ltd. within the Acceptance Delay and
            provided that no modification has been made to the Offer to Lease
            not initialed by the parties, in which case the Offer to Lease shall
            not be deemed accepted and shall not bind the parties.

28.   LANGUAGE OF THIS AGREEMENT

      English

      28.1  The parties acknowledge having required that the present Offer to
            Lease be drawn up in English. Les parties reconnaissent avoir exige
            is reduction en anglais du present document.

SIGNED AT MONTREAL, PROVINCE OF QUEBEC, THIS 14th DAY OF OCTOBER 2003.

PENSON FINANCIAL SERVICES CANADA INC.
(TENANT)

By: /s/ [ILLEGIBLE]                            By: /s/ [ILLEGIBLE]
    ----------------------------                   -----------------------------

WE ACCEPT THE TERMS AND CONDITIONS OF THIS OFFER TO LEASE, SIGNED AT MONTREAL,
PROVINCE OF QUEBEC, THIS 16TH DAY OF OCTOBER 2003.

360 ST-JACQUES NOVA SCOTIA CANADA INC.
(LESSOR)

By: /s/ Georges Coulombe                       By: _____________________
    -----------------------
    Georges Coulombe

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<PAGE>

OFFER TO LEASE -- Schedule "A"
Between Penson Financial Services Canada Inc. and 360 St-Jacques Nova Scotia
Company
October 9, 2003                                                          Page 13

                                  SCHEDULE "A"

                               [11TH FLOOR PLAN]
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<PAGE>

OFFER TO LEASE -- Schedule "A"
Between Penson Financial Services Canada Inc. and 360 St-Jacques Nova Scotia
Company
October 9, 2003                                                          Page 14

                                  SCHEDULE "A"

                               [12TH FLOOR PLAN]
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<PAGE>

OFFER TO LEASE -- SCHEDULE "B"
Between Penson Financial Services Canada Inc. and 360 St-Jacques Nova Scotia
Company
October 9, 2003                                                          Page 15

                                  SCHEDULE "B"

                               BASE BUILDING WORK

1.    Demolition -- necessary

2.    Floors -- ready to receive the new finishes

3.    Demising Walls -- from the surfaces of the walls to the core, perimeter
      will be ready to receive finishes.

4.    Doors -- main entrance doors on floor.

5.    Ceilings -- acoustic tiles where necessary

6.    Ventilation, Air-conditioning, Heating -- As per standards generally
      accepted in comparable buildings

7.    Electricity -- necessary for clients' needs with tie-up to generator.

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