<PAGE>

                                                                   EXHIBIT 10.12


NOTE: PORTIONS OF THIS EXHIBIT ARE THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST BY THE REGISTRANT TO THE SECURITIES AND EXCHANGE COMMISSION. SUCH
PORTIONS HAVE BEEN REDACTED AND ARE MARKED WITH A "[*]" IN PLACE OF THE REDACTED
LANGUAGE.


                           REMOTE PROCESSING AGREEMENT

                                     BETWEEN

                         SUNGARD FINANCIAL SYSTEMS, INC.

                             A DELAWARE CORPORATION

                                   ("SUNGARD")




                                       AND


                         PENSON FINANCIAL SERVICES, INC.

                          A NORTH CAROLINA CORPORATION

                                  ("CUSTOMER")




                                      DATED


                                   7-10-1995
                               ("EFFECTIVE DATE")



By the signatures of their duly authorized representatives below, SunGard and
Customer, intending to be legally bound, agree to all of the provisions of this
Agreement and all Schedules and Addenda to this Agreement.

SUNGARD FINANCIAL SYSTEMS, INC.           PENSON FINANCIAL SERVICES, INC.
By: /s/ David H. Taylor                   By: /s/ Daniel P. Son
   -------------------------------            ----------------------------------
Print Name: DAVID H. TAYLOR               Print Name: Daniel P. Son
           -----------------------                   ---------------------------
Print Title: PRESIDENT                    Print Title: President
             --------------------                      -------------------------
Dated Signed: 7-13-95                     Dated Signed: 7-10-95
              --------------------                      ------------------------


<PAGE>

1. SERVICES

     1.1 PROVISION OF SERVICES. SunGard shall provide to Customer, and Customer
         shall accept, the on-line processing, report services and related
         services described on Schedule A to this Agreement ("System Services")
         available through use of SunGard's proprietary applications software
         system identified on Schedule A to this Agreement ("System") and the
         related documentation listed on Schedule A ("Documentation"), as the
         System Services, System and Documentation may be modified, revised and
         updated in accordance with this Agreement.

     1.2 ON-LINE PROCESSING SERVICES. SunGard shall provide to Customer the
         on-line processing services described on Schedule A. The System will be
         available to Customer twenty-four hours a day except during System
         maintenance. Customer will have on-line access to the System during
         every day that any of the United States securities markets are open
         ("Business Day"). On each Business Day, SunGard will perform a daily
         batch cycle which will begin at 8:00 p.m. Eastern Time and takes
         approximately twelve (12) hours for normal data processing, unless
         additional processing is required by Customer ("Batch Cycle"). During
         the Batch Cycle access by Customer to the System is limited to the
         inquiry functions and order entry of trades for next Business Day
         processing. If Customer requests a delay in the commencement of the
         Batch Cycle or if any clearing entities are not available to be
         accessed by the System, Batch Processing may be delayed and the System
         may not be available for next Business Day processing for approximately
         twelve (12) hours after the commencement of the Batch Cycle. The
         Designated Location will be staffed at SunGard's usual levels
         twenty-four (24) hours a day seven (7) days a week.

     1.3 REPORT SERVICES. SunGard shall provide to Customer the report services
         described on Schedule A, subject to any advance notification procedures
         stated on Schedule A. SunGard shall transmit all reports to Customer in
         the manner described in the Documentation.

     1.4 CUSTOMER DATA. Customer shall supply to SunGard all of the data to be
         processed under this Agreement as described on Schedule A and in the
         Documentation. Customer shall transmit the data to SunGard by
         communications link or in another manner described on Schedule A.
         Customer shall use its best efforts to insure that any information or
         data which it introduces into the System is accurate and complete.
         Customer shall maintain copies of all source data and current backup
         copies of all data supplied to SunGard, and SunGard shall have no
         liability for any loss or damage caused by Customer's failure to
         maintain copies.

     1.5 LIMITED USE. Customer may use the System Services and Documentation
         only in the ordinary course of its business operations and for its own
         business purposes, including the processing of trades of Customer's
         correspondent brokers in its ordinary course of business. Customer
         shall use the System Services only in accordance with the
         Documentation. Customer may use only the copies of the Documentation
         that are provided by SunGard, except that Customer may copy the



                                                            SunGard    Customer:
                                       1



<PAGE>

         Documentation to the extent reasonably necessary for routine backup and
         disaster recovery purposes.

2. INITIAL IMPLEMENTATION SUPPORT AND TRAINING

     2.1 INITIAL IMPLEMENTATION. SunGard shall provide and Customer shall accept
         the Initial Implementation Support described on Schedule C. This shall
         include delivery to Customer of the Initial Copies of the Documentation
         stated on Schedule C and assistance with any other implementation or
         related activities described on Schedule C. Subject to the availability
         of SunGard's personnel, SunGard shall provide to Customer additional
         implementation support services reasonably requested by Customer. After
         delivery, Customer shall bear all risk of loss or damage to all copies
         of the Documentation delivered by SunGard to Customer. SunGard shall
         provide to Customer replacement or additional copies of the
         Documentation reasonably requested by Customer.

     2.2 TRAINING. SunGard shall provide and Customer shall accept the Minimum
         Training described on Schedule C. This shall include basic training in
         the use of the System Services for a reasonable number of Customer's
         employees. Subject to the availability of SunGard's personnel, SunGard
         shall provide to Customer additional training services reasonably
         requested by Customer. SunGard shall provide training at Customer's
         location(s) whenever SunGard and Customer agree on-site training is
         appropriate.

3. SUNGARD'S OTHER OBLIGATIONS

     3.1 ONGOING SUPPORT SERVICES. SunGard shall provide the following ongoing
         support services to Customer:

         (a)      TELEPHONE SUPPORT. SunGard shall provide to Customer, during
                  SunGard's normal business hours, Monday through Friday from
                  7:30 a.m. Eastern Time to 7:30 p.m. Eastern Time (except that
                  Customer and SunGard may agree in advance to provide support
                  services on U.S. holidays), telephone consultative support
                  through SunGard's Customer Support Department regarding
                  Customer's proper and authorized use of the Software. During
                  normal business hours, SunGard shall provide access to at
                  least one of the following people: (i) the primary support
                  person for customer account, (ii) the project manager for
                  customer's account or (iii) a senior manager of SunGard. In
                  addition, telephone consultive support will be provided
                  through the SunGard hotline twenty-four (24) hours a day seven
                  (7) days a week.

         (b)      ERROR CORRECTIONS. SunGard shall use commercially reasonable
                  efforts to correct failures of the Software to perform in
                  accordance with the Documentation ("Errors") as follows:

                  1.       CLASSIFICATION OF ERRORS. An Error shall be
                           classified in accordance with the following terms:


                                                            SunGard    Customer:

                                       2

<PAGE>

                           CLASS 1 ERROR. A "Class 1 Error" is any Error that
                           renders continued use of the Software either
                           impossible or seriously impractical and either
                           interrupts production by Customer or makes continued
                           production substantially costly to Customer.

                           CLASS 2 ERROR. A "Class 2 Error' is any Error that is
                           not a Class 1 Error.

                  2.       NOTIFICATION OF ERRORS. SunGard shall provide to
                           Customer a list of persons (in increasing positions
                           of authority) and telephone numbers ("Calling List")
                           for Customer to contact in order to report an error.
                           When reporting any Error, Customer shall provide the
                           classification of the Error and reasonably detailed
                           documentation and explanation, together with
                           underlying data, to substantiate the Error and to
                           assist SunGard in its efforts to diagnose and correct
                           the Error. Customer will immediately report any Class
                           1 Error. If SunGard detects a Class 1 Error, then
                           SunGard will immediately contact Customer.

                  3.       RESPONSE TIME. SunGard shall use commercially
                           reasonable efforts to respond to Customer's initial
                           Error reports with off-site telephone consultation,
                           assistance and advice within fifteen (15) minutes for
                           Class 1 Errors and within one (1) hour for Class 2
                           Errors, but in any event, SunGard shall respond
                           within four working hours. If SunGard fails to so
                           respond, or if the designated person from the Calling
                           List is not available when Customer makes contact
                           with SunGard to report an Error, then Customer shall
                           attempt to contact the next more responsible person
                           of the Calling List until contact is made and a
                           designated person responds to the call.

                           CLASS 1 ERRORS. For any Class 1 Error, SunGard shall
                           take all reasonably necessary steps to supply a
                           reasonable work-around or correction to Customer as
                           soon as possible. This will include assigning
                           qualified, dedicated staff to work on the Error 24
                           hours per day, 7 days per week, at either the SunGard
                           site or Designated Location as necessary. Upon
                           detecting or being notified of a Class 1 Error,
                           SunGard shall immediately assemble the appropriate
                           personnel to analyze the problem, identify potential
                           solutions and determine the best plan of action.
                           Customer shall participate in this process when
                           necessary and provide SunGard with additional
                           documentation and examples, if possible, to assist in
                           resolving the Error. SunGard personnel shall be
                           dedicated to resolving the Error until an acceptable
                           work-around or correction is supplied or until
                           Customer determines in its reasonable judgment after
                           consultation with SunGard that a work around or
                           correction cannot be produced. A SunGard
                           representative shall keep Customer informed of the
                           status.


                                                            SunGard    Customer:

                                       3

<PAGE>
                           CLASS 2 ERRORS. For any Class 2 Error, SunGard shall
                           work with Customer to document the Error through
                           mutually established standards. Class 2 Errors shall
                           be resolved according to mutually agreed priorities.
                           SunGard personnel shall be dedicated to resolving
                           Class 2 Errors through SunGard's normal software
                           support procedures.

     3.2 MODIFICATIONS. SunGard shall provide to Customer, and Customer shall
         accept, the following modifications to System Services:

         (a)      SunGard shall provide modifications, revisions and updates to
                  the System Services which SunGard, in its sole discretion,
                  incorporates into the System Services without additional
                  charge.

         (b)      SunGard shall use commercially reasonable efforts to develop
                  and implement changes to the System so that the System
                  Services will continue to comply with applicable rules and
                  regulations of regulatory authorities as they may change from
                  time to time.

         (c)      At SunGard's option and subject to the availability of SunGard
                  personnel, SunGard shall evaluate and, if feasible and
                  appropriate, produce and implement Customer requests for
                  modifications in the System Services or the System. In
                  SunGard's sole discretion, it may implement requested
                  modifications at no charge in accordance with Section 3.1 (a)
                  or offer them at an additional charge in accordance with
                  Section 3.4.

         (d)      SunGard shall deliver updates to the Documentation whenever
                  SunGard determines, in its sole discretion, that such updates
                  are necessary.

         (e)      Customer shall accept modifications, revisions and updates in
                  the System Services, System and Documentation, including
                  changes in programming languages, rules of operation and
                  screen or report format, as and when they are implemented by
                  SunGard and provided the modifications, revisions or updates
                  do not have a material adverse effect on the System Services.
                  Customer acknowledges that modifications, revisions and
                  updates in the System Services and the System permitted by
                  this Agreement may result in changes in the form, timing or
                  other features of on-line services, reports and other System
                  Services provided under this Agreement.

     3.3 ENHANCEMENTS. SunGard shall offer to Customer the opportunity to
         purchase services available through use of refinements, improvements
         and enhancements to the System which SunGard, in its sole discretion,
         does not incorporate into the System without additional charge.


                                                            SunGard    Customer:

                                       4

<PAGE>

     3.4 CONSULTING AND OTHER SERVICES. At Customer's reasonable request and
         subject to the availability of SunGard's personnel, SunGard shall
         provide to Customer conversion assistance, consulting services, custom
         modification programming, support services relating to custom
         modifications, assistance with data transfers, assistance in the use of
         the System Services security mechanisms and other specialized support
         services with respect to the System Services. These services shall be
         provided by SunGard at Customer location(s) if SunGard and Customer
         agree that on-site services are appropriate.

     3.5 BACKUP COPIES AND DISASTER RECOVERY. SunGard will make a backup copy,
         in digital form, of Customer's data files then in SunGard' possession
         (i) at the end of each business day and stored at an off-site location
         for a period of five (5) business days and (ii) at the end of each
         month and saved at an off-site location for a period of the twelve (12)
         months, provided that the monthly data files for the first four (4)
         months of any tax year will be saved until the fifth month of the
         following tax year. SunGard will maintain an agreement for backup
         processing services with an affiliated company consisting of the right
         to use an installed, fully operational computer system and networking
         capability subject to the availability of computer and other hardware.
         The backup processing will be performed by SunGard using backup copies
         which will be sent to the backup facility. Customer will be charged for
         any recovery services associated with any computer hardware or
         communications equipment required for Customer or its correspondent
         brokers to access the System that is not located at the Designated
         Location. In the case of an emergency requiring backup processing,
         SunGard will promptly contact the person or persons designated in
         writing by Customer to be notified in such circumstance.

     3.6 SPECIAL PROCESSING. Upon the request of Customer and subject to the
         limitations of the applications and hardware, SunGard will use
         commercially reasonable efforts to provide special processing services
         such as additional, customized reports or other enhancements that are
         not included the processing services provided under this Agreement.
         Such special processing services will be provided for an additional
         charge agreed upon by Customer and SunGard in writing.

4. CUSTOMER'S OTHER OBLIGATIONS

     4.1 ACCESS TO FACILITIES AND EMPLOYEES. Customer shall provide to SunGard
         access to the Customer's facilities, equipment and employees, and shall
         otherwise cooperate with SunGard, as reasonably necessary for SunGard
         to perform its implementation, training, support and other obligations
         under this Agreement.

     4.2 PROCUREMENT OF HARDWARE AND OTHER ITEMS. Customer shall be responsible,
         at its expense, for procuring and maintaining the communications
         equipment and lines, computer equipment, software and all other out of
         pocket expenses, which comprise the Specified Configuration described
         on Schedule A, and for updating the Specified Configuration in
         accordance with SunGard's published updates to Schedule A.

                                                            SunGard    Customer:

                                       5

<PAGE>


     4.3 NOTICES AND CERTIFICATIONS. Customer shall give written notice to
         SunGard (in accordance with Section 9.1) whenever Customer intends to
         increase the transaction volume, in any material respect, to be
         processed on the System. Customer shall promptly complete and return to
         SunGard periodic certifications which SunGard, in its sole discretion,
         may from time to time send to Customer, certifying that Customer has
         complied and is then in compliance with the provisions of Section 7.

     4.4 CERTAIN LEGAL REQUIREMENTS. Customer shall be responsible, at its
         expense, for complying with all laws and regulations of any
         jurisdiction applicable to use of System Services, including laws and
         regulations pertaining to (a) remote use of software and related
         property, (b) communication or transmission of data into or out of a
         jurisdiction or (c) registration of this Agreement. Customer shall
         indemnify and hold harmless SunGard (and its affiliates, and the
         respective directors, officers, employees and agents of SunGard and its
         affiliates) from and against all actions, claims, damages or
         liabilities (including reasonable attorneys' fees) arising out of any
         violation by Customer of any such laws or regulations.

5. PAYMENTS

     5.1 INITIAL IMPLEMENTATION SUPPORT AND MINIMUM TRAINING. Customer shall pay
         to SunGard the fees for Initial Implementation Support and Minimum
         Training in the amounts stated on Schedule C, in accordance with the
         payment terms stated on Schedule C.

     5.2 MONTHLY FEES. On a monthly basis, beginning on the first day of
         processing live trades on the System ("Effective Date") and continuing
         until termination of this Agreement. Customer shall pay to SunGard the
         fees described on Schedule C. Customer shall pay minimum monthly fees
         for certain services as stated on Schedule C.

     5.3 SPECIAL SERVICE FEES. Customer shall pay to SunGard the service fees
         stated on Schedule C for conversion, consulting services, custom
         modification programming, support services relating to custom
         modifications, assistance with data transfers, and other specialized
         support services under Sections 3.4. In each case where service fees
         are not specified on Schedule C, then the fees for such services shall
         be based upon SunGard's standard professional fee rates. SunGard's
         standard professional fee rates in effect on the date of this Agreement
         are stated on Schedule C and are subject to increase in the ordinary
         course of business.

     5.4 EXPENSE REIMBURSEMENTS. Customer shall be responsible for all
         out-of-pocket expenses expenses incurred by SunGard. Whenever any
         services are provided by SunGard at a Customer location or any other
         location requested by Customer other than one of SunGard's locations,
         Customer shall reimburse SunGard for its reasonable travel, lodging,
         meal and related expenses incurred by SunGard personnel in providing
         such services.

                                                            SunGard    Customer:

                                       6
<PAGE>

     5.5 OTHER FEES. If Customer requires replacement or additional copies of
         the Documentation, then Customer shall pay to SunGard the corresponding
         fees stated on Schedule C.

     5.6 TAXES. The fees and other amounts payable by Customer to SunGard under
         this Agreement do not include any taxes of any jurisdiction that may be
         assessed or imposed upon the services provided under this Agreement or
         the copies of the Documentation provided to Customer, including sales,
         use, excise, value added, personal property, export, import and
         withholding taxes, excluding only taxes based upon SunGard's net
         income. Customer shall directly pay any such taxes assessed against it,
         and Customer shall promptly reimburse SunGard for any such taxes
         payable or collectable by SunGard.

     5.7 PAYMENT TERMS. SunGard shall submit invoices to Customer on a monthly
         basis for monthly fees and routine expense reimbursements. SunGard
         shall submit invoices to Customer for any other fees or expense
         reimbursements as and when incurred. All invoices shall be sent to
         Customer's address for invoices stated on Schedule A. Customer's
         payments shall be due within thirty (30) days after receipt of Invoice.
         Interest at the rate of eighteen percent (18%) per annum (or, if lower,
         the maximum rate permitted by applicable law) shall accrue on any
         amount not paid by Customer to SunGard when due under this Agreement,
         and shall be payable by Customer to SunGard on demand unless subject to
         a good faith dispute. Except as provided in Sections 6.1 and 6.2(c),
         all fees and other amounts paid by Customer under this Agreement are
         non-refundable, unless subject to a good faith dispute.

     5.8 FEE INCREASES. Beginning on the first day of the sixth (6th) year of
         processing of live trades and on an annual basis, by giving at least
         one hundred and twenty (120) days advance written notice to Customer
         (in accordance with Section 9.1), SunGard may increase the fees payable
         under this Agreement.

6. WARRANTIES AND LIMITATIONS

     6.1 PERFORMANCE. SunGard shall use reasonable care in processing all work
         transmitted to it by Customer. SunGard shall have no liability under
         this Section 6.1 unless, within thirty (30) days after the applicable
         date of service, SunGard receives notice from Customer (in accordance
         with Section 9.1) describing a material processing error caused by
         SunGard's failure to use reasonable care, together with adequate
         supporting documentation and data. Upon receipt of any such notice,
         SunGard's only obligation under this Section 6.1 is to correct the
         error and redo the work affected as soon as reasonably practical at no
         additional charge, or, at SunGard's option, to refund or credit the
         charges applicable to the work affected.

     6.2 RIGHT TO PERFORM SERVICES; NO INFRINGEMENT. SunGard warrants to
         Customer that it has the full legal right to use the System to provide
         the System Services in accordance with this Agreement, and that the
         System Services and


                                                            SunGard    Customer:

                                       7

<PAGE>

         Documentation, in the form delivered to Customer by SunGard and when
         properly used for the purpose and in the manner specifically authorized
         by this Agreement, do not infringe in any material respect upon any
         United States patent or copyright or any trade secret or other
         proprietary right of any person. SunGard shall reimburse Customer for
         any damages finally awarded against and paid by Customer to the extent
         attributable to a violation of the foregoing warranty. SunGard shall
         have no liability under this Section 6.2 unless Customer gives written
         notice to SunGard (in accordance with Section 9.1) within ten (10) days
         after any applicable infringement claim is initiated against Customer
         and allows SunGard to have sole control of the defense or settlement of
         the claim. If any applicable infringement claim is initiated, or in
         SunGard's sole opinion is likely to be initiated, against Customer or
         SunGard, then SunGard shall have the option, at its expense, to:

         (a)      modify or replace all or the infringing part of the System
                  Services, System or Documentation so that it is no longer
                  infringing, provided that the System Services do not change in
                  any material adverse respect; or

         (b)      procure the right to continue using or providing the
                  infringing part of the System Services, System or
                  Documentation; or

         (c)      remove all or the infringing part of the System Services,
                  System or Documentation, and refund to Customer the
                  corresponding portion of any monthly fee paid in advance, in
                  which case this Agreement shall terminate with respect to the
                  affected System Services.

     6.3 CARE OF DATA. SunGard shall use commercially reasonable care in
         handling tapes or other materials which encode or contain data
         belonging to Customer. SunGard's only obligation for breach of this
         Section 6.3 shall be to replace or repair the tape or material lost or
         damaged and to make commercially reasonable efforts to regenerate any
         lost data from backup copies maintained by SunGard or from source data
         provided by Customer.

     6.4 APPLICATION OF DATA. SunGard shall have no liability for any loss or
         damage resulting from any application of the results obtained from the
         use of any services provided under this Agreement or from any
         unintended or unforeseen results obtained from the use of any services
         provided under this Agreement.

     6.5 EXCLUSION FOR UNAUTHORIZED ACTIONS. SunGard shall have no liability
         under any provision of this Agreement with respect to any performance
         problem, claim of infringement or other matter to the extent
         attributable to any unauthorized or improper use or modification of the
         System, any unauthorized combination of the System with other software
         (other than software included in the Specified Configuration), or any
         breach of this Agreement by Customer.

     6.6 FORCE MAJEURE. SunGard shall not be liable for, nor shall SunGard be
         considered in breach of this Agreement due to, any failure to perform
         its obligations under


                                                            SunGard    Customer:

                                       8

<PAGE>


         this Agreement as a result of a cause beyond its control, including any
         act of God or a public enemy, act of any military, civil or regulatory
         authority, change in any law or regulation, fire, flood, earthquake,
         storm or other like event, disruption or outage of communications,
         power or other utility, labor problem, unavailability of supplies, or
         any other cause, whether similar or dissimilar to any of the foregoing,
         which could not have been prevented by SunGard with reasonable care.
         Customer acknowledges that availability of System Services is subject
         to normal System downtime and that SunGard is not responsible for
         delays or inability to access services caused by communications
         problems.

     6.7 DISCLAIMER AND EXCLUSIONS. EXCEPT AS EXPRESSLY STATED IN THIS
         AGREEMENT, SUNGARD MAKES NO REPRESENTATIONS OR WARRANTIES, ORAL OR
         WRITTEN, EXPRESSED OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF
         MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, REGARDING THE
         SYSTEM, THE SYSTEM SERVICES OR ANY OTHER MATTER PERTAINING TO THIS
         AGREEMENT. EXCEPT FOR DAMAGES REIMBURSABLE UNDER SECTION 6.2, SUNGARD'S
         TOTAL LIABILITY UNDER THIS AGREEMENT SHALL UNDER NO CIRCUMSTANCES
         EXCEED AN AMOUNT EQUAL TO FIVE HUNDRED THOUSAND DOLLARS ($500,000).
         UNDER NO CIRCUMSTANCES SHALL SUNGARD BE LIABLE TO CUSTOMER OR ANY OTHER
         PERSON FOR LOST REVENUES, LOST PROFITS, LOSS OF BUSINESS, OR ANY
         INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY NATURE, WHETHER OR NOT
         FORESEEABLE.

     6.8 OTHER LIMITATIONS. The warranties made by SunGard in this Agreement,
         and the obligations of SunGard under this Agreement, run only to
         Customer and not to its affiliates, its customers or any other persons.
         Under no circumstances shall any other person be considered a third
         party beneficiary of this Agreement or otherwise entitled to any rights
         or remedies under this Agreement. Customer shall have no rights or
         remedies against SunGard except as specifically provided in this
         Agreement. No action or claim of any type relating to this Agreement
         may be brought or made by Customer more than one (1) year after
         Customer first has knowledge of the basis for the action or claim.

7. CONFIDENTIALITY, OWNERSHIP AND RESTRICTIVE COVENANTS

     7.1 CONFIDENTIAL INFORMATION. All business information disclosed by one
         party to the other in connection with this Agreement shall be treated
         as confidential information unless it is or later becomes publicly
         available through no fault of the other party or it was or later is
         rightfully developed or obtained by the other party from independent
         sources free from any duty of confidentiality. Each party's
         confidential information shall be held in strict confidence by the
         other party, using the same standard of care as it uses to protect its
         own confidential information, and shall not be used or disclosed by the
         other party for any purpose except as necessary to implement or perform
         this Agreement, or except as required by law


                                                            SunGard    Customer:

                                       9

<PAGE>
         provided that the other party is given a reasonable opportunity to
         obtain a protective order. Without limiting the generality of the
         foregoing, such confidential information shall include Customer's data,
         reports generated by SunGard from Customer's data and the details of
         Customer's computer operations.

     7.2 SUNGARD'S PROPRIETARY ITEMS. Customer acknowledges that the System and
         Documentation, the object code and the source code for the System, the
         name of the System, the visual expressions, screen formats, report
         formats and other design features of the System, all ideas, methods,
         algorithms, formulae and concepts used in developing and/or
         incorporated into the System or Documentation, all future
         modifications, revisions, updates, releases, refinements, improvements
         and enhancements of the System or Documentation, all derivative works
         based upon any of the foregoing, and all copies of the foregoing
         (referred to, collectively, as "Proprietary Items") are trade secrets
         and proprietary property of SunGard, having great commercial value to
         SunGard. Customer acknowledges that the restrictions in this Agreement
         are reasonable and necessary to protect SunGard's legitimate business
         interests.

     7.3 OWNERSHIP RIGHTS. All Proprietary Items provided to Customer under this
         Agreement are being provided on a strictly confidential and limited use
         basis. Title to all Proprietary Items and all related patent,
         copyright, trademark, service mark, trade secret, intellectual property
         and other ownership rights shall remain exclusively with SunGard, even
         with respect to such items that were created by SunGard specifically
         for or on behalf of Customer. This Agreement is not an agreement of
         sale, and no title, patent, copyright, trademark, service mark, trade
         secret, intellectual property or other ownership rights to any
         Proprietary Items are transferred to Customer by virtue of this
         Agreement. All copies of Proprietary Items in Customer's possession
         shall remain the exclusive property of SunGard and shall be deemed to
         be on loan to Customer during the term of this Agreement.

     7.4 DISCLOSURE RESTRICTIONS. All Proprietary Items in Customer's
         possession, whether or not authorized, shall be held in strict
         confidence by Customer, and Customer shall take all steps reasonably
         necessary to preserve the confidentiality thereof. Customer shall not,
         directly or indirectly, communicate, publish, display, loan, give or
         otherwise disclose any Proprietary Item to any person, or permit any
         person to have access to or possession of any Proprietary Item.
         Customer shall limit its use of and access to Proprietary Items to only
         those of its employees whose responsibilities require such use or
         access. Customer shall advise all such employees, before they receive
         access to or possession of any Proprietary Items, of the confidential
         nature of the Proprietary Items and require them to abide by the terms
         of this Agreement. Customer shall be liable for any breach of this
         Agreement by any of its employees or any other person who obtains
         access to or possession of any Proprietary Item from or through
         Customer.

     7.5 USE RESTRICTIONS. Customer shall not do, nor shall it permit any other
         person to do, any of the following:

                                                           SunGard    Customer:

                                       10

<PAGE>

         (a)      use any Proprietary Item for any purpose, at any location or
                  in any manner not specifically authorized by this Agreement;
                  or

         (b)      make or retain any copy of any Proprietary Item except as
                  specifically authorized by this Agreement; or

         (c)      create or recreate the source code for the System, or
                  re-engineer, reverse engineer, decompile or disassemble the
                  System; or

         (d)      modify, adapt, translate or create derivative works based upon
                  the System or Documentation, or combine or merge any part of
                  the System or Documentation with or into any other software or
                  documentation; or

         (e)      refer to or otherwise use any Proprietary Item as part of any
                  effort to develop a program having any functional attributes,
                  visual expressions or other features similar to those of the
                  System or to compete with SunGard; or

         (f)      remove, erase or tamper with any copyright or other
                  proprietary notice printed or stamped on, affixed to, or
                  encoded or recorded in any Proprietary Item, or fail to
                  preserve all copyright and other proprietary notices in any
                  copy of any Proprietary Item made by Customer; or

         (g)      sell, market, license, sublicense, distribute or otherwise
                  grant to any person, including any outsourcer, vendor,
                  consultant or partner, any right to use any Proprietary Item,
                  whether on Customer's behalf or otherwise; or

         (h)      use the System to conduct any type of service bureau or
                  timesharing operation or to provide remote processing, network
                  processing, network communications or similar services to any
                  person, whether on a fee basis or otherwise; or

         (i)      attempt to do any of the foregoing.

     7.6 NOTICE AND REMEDY OF BREACHES. Customer shall promptly give written
         notice to SunGard (in accordance with Section 9.1) of any actual or
         suspected breach by Customer of any of the provisions of this Section
         7, whether or not intentional, and Customer shall, at its expense, take
         all steps reasonably requested by SunGard to prevent or remedy the
         breach.

     7.7 AUDIT. SunGard may, at its expense and by giving reasonable advance
         written notice to Customer (in accordance with Section 9.1), enter
         Customer locations during normal business hours and audit the number of
         copies of the Documentation in Customer's possession and information
         pertaining to Customer's compliance with the provisions of this Section
         7. If SunGard discovers that Customer is not in compliance with the
         provisions of this Section 7

                                                            SunGard    Customer:

                                       11
<PAGE>

         in any material respect, then Customer shall reimburse SunGard for the
         expenses incurred by SunGard in conducting the audit.

     7.8 ENFORCEMENT. Customer acknowledges that any breach of any of the
         provisions of this Section 7 shall result in irreparable injury to
         SunGard for which money damages could not adequately compensate. If
         there is a breach, then SunGard shall be entitled, in addition to all
         other rights and remedies which SunGard may have at law or in equity,
         to have a decree of specific performance or an injunction issued by any
         competent court, requiring the breach to be cured or enjoining all
         persons involved from continuing the breach. The existence of any claim
         or cause of action which Customer or any other person may have against
         SunGard shall not constitute a defense or bar to the enforcement of any
         of the provisions of this Section 7.

     7.9 DOCUMENTATION FOR CORRESPONDENTS. Notwithstanding the disclosure and
         use restrictions set forth herein, Customer may copy and provide to its
         correspondent brokers those portions of the Documentation pertaining to
         the proper use of the System by Customer's correspondent brokers (e.g,
         portions pertaining to trade input, data inquiries or report
         generation), provided that (a) no Documentation shall be provided to
         any correspondent broker of Customer unless and until such
         correspondent broker signs a fully disclosed clearing agreement or
         similar contract with Customer which requires the correspondent broker
         to preserve the confidentiality of such Documentation, (b) any such
         Documentation provided to any correspondent broker of Customer shall be
         accompanied by a cover page identifying it as proprietary property of
         SunGard Financial Systems Inc., and stating that it is subject to
         Customer's contractual obligations to preserve the confidentiality
         thereof, and (c) no modifications shall be made to the Documentation
         provided to any correspondent broker of Customer without SunGard's
         express prior written consent.

8. TERMINATION

     8.1 INITIAL TERM; RENEWAL. The term of this Agreement begins on the
         Effective Date stated on the first page of this Agreement and shall
         continue for five (5) years, and thereafter for successive one-year
         renewal terms unless and until terminated in accordance with this
         Section 8 or any other section of this Agreement. SunGard or Customer
         may terminate this Agreement at the end of the Initial Term or at the
         end of any one-year renewal term by giving at least ninety (90) days
         advance written notice of termination (in accordance with Section 9.1)
         to the other.

     8.2 TERMINATION BY CUSTOMER.

         (a)      Customer may terminate this Agreement immediately upon notice
                  to SunGard (in accordance with Section 9.1) if SunGard
                  improperly denies Customer access to the System Services and
                  Customer's files maintained in the System for more than one
                  (1) business day, or if SunGard fails to provide to Customer
                  any daily reports described on Schedule A for more

                                                            SunGard    Customer:

                                       12

<PAGE>
                  than two (2) consecutive business days, in either case unless
                  due to a hardware or software malfunction or defect, in which
                  case SunGard shall be allowed a reasonable period of time to
                  correct the malfunction or defect.

         (b)      After the first two years of the Agreement, the Company may
                  terminate the Agreement upon at least six months notice if the
                  Company permanently discontinues its correspondent clearing
                  business and in no way provides correspondent clearing
                  services.

     8.3 TERMINATION BY SUNGARD. SunGard may immediately terminate this
         Agreement, by giving written notice of termination to Customer (in
         accordance with Section 9.1), upon the occurrence of any of the
         following events:

         (a)      Customer fails to pay to SunGard, within ten (10) days after
                  SunGard makes written demand therefor, any past-due amount
                  payable under this Agreement including interest thereon) that
                  is not the subject of a good faith dispute as to which
                  Customer has given written notice to SunGard (in accordance
                  with Section 9.1) explaining its position in reasonable
                  detail.

         (b)      Customer breaches, in any material respect, any of the
                  provisions of Section 7 or Section 9.3.

         (c)      Customer breaches any of its other obligations under this
                  Agreement and does not cure the breach within thirty (30) days
                  after SunGard gives written notice to Customer (in accordance
                  with Section 9.1) describing the breach in reasonable detail.

         (d)      Bankruptcy, insolvency, dissolution or liquidation proceedings
                  of any nature are instituted by or against Customer or
                  Customer discontinues all or a significant part of its
                  business operations.

     8.4 SUSPENSION OF SERVICES. On the occurrence of any event which would
         permit SunGard to terminate this Agreement under Section 8.3, in
         addition to all other rights and remedies which SunGard may have at law
         or in equity, SunGard may, without terminating this Agreement, and in
         its sole discretion and without further notice to Customer, suspend
         performance of any or all of its services under this Agreement and/or
         activate internal controls in the System that are designed to deny
         Customer access to the System Services and files, until and unless
         SunGard determines, in its sole discretion and upon whatever conditions
         SunGard chooses to impose on Customer, to resume performance of some or
         all of the suspended services or allow Customer access to the System
         Services and files.

     8.5 EFFECT OF TERMINATION. Upon a termination of this Agreement, whether
         under this Section 8 or otherwise, Customer shall immediately cease all
         use of the System Services, Documentation and other Proprietary Items,
         Customer shall promptly return to SunGard all copies of the
         Documentation and any other Proprietary Items then in Customer's
         possession. Customer shall remain liable for all

                                                            SunGard    Customer:

                                       13

<PAGE>
         payments due to SunGard with respect to the period ending on the date
         of termination. Within thirty (30) days after termination of this
         Agreement, Customer shall give notice to SunGard (in accordance with
         Section 9.1) containing reasonable instructions regarding the
         disposition of tapes, data, files and other property belonging to
         Customer and then in SunGard's possession. SunGard shall comply with
         that notice, except that SunGard may retain all such property until
         SunGard receives all payments due to SunGard under this Agreement. Upon
         request contained in such notice, SunGard shall convert Customer's data
         to machine readable form to the extent practicable and at Customer's
         expense. If Customer fails to give that notice within thirty (30) days
         after termination of this Agreement, then SunGard may dispose of such
         property as it sees fit. The provisions of Sections 5, 6 and 7 shall
         survive any termination of this Agreement, whether under this Section 8
         or otherwise.

9. OTHER PROVISIONS

     9.1 NOTICE. All notices, consents and other communications under or
         regarding this Agreement shall be in writing and shall be deemed to
         have been received on the earlier of the date of actual receipt, the
         third business day after being mailed by first class certified air
         mail, or the first business day after being sent by a reputable
         overnight delivery service. Any notice may be given by facsimile,
         provided that signed written original is sent by one of the foregoing
         methods within twenty-four (24) hours thereafter. Customer's address
         for notices is stated on Schedule A. SunGard's address for notices is
         504 Totten Pond Road, Waltham, Massachusetts 02154 Attention: Contract
         Administration. Either party may change its address for notices by
         giving written notice of the new address to the other party in
         accordance with this Section 9.1.

     9.2 Defined Terms. As used in this Agreement, the following terms have the
         following meanings:

         (a)      "affiliate" means, with respect to a specified person, any
                  person which directly or indirectly controls, is controlled
                  by, or is under common control with the specified person as of
                  the date of this Agreement, for as long as such relationship
                  remains in effect.

         (b)      "copy" means any paper, disk, tape, film, memory device, or
                  other material or object on or in which any words, object
                  code, source code or other symbols are written, recorded or
                  encoded, whether permanent or transitory.

         (c)      "including" means including but not limited to.

         (d)      "person" means any individual, sole proprietorship, joint
                  venture, partnership, corporation, company, firm, bank,
                  association, cooperative, trust, estate, government,
                  governmental agency, regulatory authority, or other entity of
                  any nature.

                                                            SunGard    Customer:

                                       14


<PAGE>

     9.3 PARTIES IN INTEREST. This Agreement shall bind, benefit and be
         enforceable by and against SunGard and Customer and, to the extent
         permitted hereby, their respective successors and assigns. Customer
         shall not assign this Agreement or any of its rights hereunder, nor
         delegate any of its obligations hereunder, without SunGard's prior
         written consent. SunGard's consent shall not be unreasonably withheld
         in the case of an assignment to a purchaser of or a successor to
         substantially all of Customer's business, or to an affiliate of
         Customer, provided that SunGard receives prior notice (in accordance
         with Section 9.1) of the assignment together with the successor's
         written undertaking to assume all of Customer's obligations under this
         Agreement. Any change in control of Customer, and any assignment by
         merger or otherwise by operation of law, shall constitute an assignment
         of this Agreement by Customer for purposes of this Section 9.3.

     9.4 RELATIONSHIP. The relationship between the parties created by this
         Agreement is that of independent contractors and not partners, joint
         venturers or agents.

     9.5 ENTIRE UNDERSTANDING. This Agreement, which includes and incorporates
         the Schedules referred to herein, states the entire understanding
         between the parties with respect to its subject matter, and supersedes
         all prior proposals, marketing materials, negotiations and other
         written or oral communications between the parties with respect to the
         subject matter of this Agreement. Any written, printed or other
         materials which SunGard provides to Customer that are not included in
         the Documentation are provided on an "as is" basis, without warranty,
         and solely as an accommodation to Customer.

     9.6 MODIFICATION AND WAIVER. No modification of this Agreement, and no
         waiver of any breach of this Agreement, shall be effective unless in
         writing and signed by an authorized representative of the party against
         whom enforcement is sought. No waiver of any breach of this Agreement,
         and no course of dealing between the parties, shall be construed as a
         waiver of any subsequent breach of this Agreement.

     9.7 SEVERABILITY. A determination that any provision of this Agreement is
         invalid or unenforceable shall not affect the other provisions of this
         Agreement.

     9.8 HEADINGS. Section headings are for convenience of reference only and
         shall not affect the interpretation of this Agreement.

     9.9 JURISDICTION AND PROCESS. In any action relating to this Agreement, (a)
         each of the parties irrevocably consents to the exclusive jurisdiction
         and venue of the federal and state courts located in the Commonwealth
         of Pennsylvania, (b) each of the parties irrevocably waives the right
         to trial by jury, (c) each of the parties irrevocably consents to
         service of process by first class certified mail, return receipt
         requested, postage prepaid, to the address at which the party is to
         receive notice in accordance with Section 9.1, and (d) the prevailing
         party shall be

                                                            SunGard    Customer:

                                       15

<PAGE>
         entitled to recover its reasonable attorney's fees (including, if
         applicable, charges for in-house counsel), court costs and other legal
         expenses from the other party.

    9.10 GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN
         ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA EXCLUDING
         CHOICE OF LAW.


                                                            SunGard    Customer:

                                       16

<PAGE>

                                SCHEDULE C1 CONT
                         TO REMOTE PROCESSING AGREEMENT
                            DATED SEPTEMBER 13, 1996


--------------------------------------------------------------------------------

                                  SERVICE FEES

--------------------------------------------------------------------------------

2.   The above charges include the following:

     a.   All reports and functionality as outlined in the Users Manual except:

          1.   Retail Portfolio System
          2.   Safekeeping System
          3.   Investment Portfolio

3.   The Retail Portfolio Appraisal System fees are as follows:

     a.   *** per account per month
     b.   $5,000.00 monthly minimum

4.   Items not included in trade/cancel charge:

<TABLE>
<S>                                                      <C>
     Programming or Custom Reports                       Quote
     ENFORMS                                             Quote
     Additional sets of User Manuals                     $150.00 per copy
     Labels/3x5 cards
              0 - 2,000 min. $100.00                     $.15 per item
     2,001 - 10,000 min. $300.00                         $.06 per item
     10,001-+                                            $.04 per item
     Muni Bond Pricing                                   ***

     Communication Boards, lines, Modems, etc.           Cost
     Equipment                                           Quote
     Tapes                                               Cost
     Microfiche        - original frame                  $2.00
                       - per copy                        $.10
     IRS Year-End Processing                             Cost + 10 %
</TABLE>

----------
*** Certain information on this page has been omitted and filed separately with
the Commission pursuant to a request for Confidential Treatment.

Customer's Name:  Penson Financial Services, Inc.           SunGard    Customer:
<PAGE>
                                   SCHEDULE A
                         TO REMOTE PROCESSING AGREEMENT
                                DATED 7-10, 1995

--------------------------------------------------------------------------------
                        SOFTWARE AND RELATED INFORMATION
--------------------------------------------------------------------------------


SOFTWARE:                  PHASE3 System





DOCUMENTATION:             PHASE3 Reference Manuals
                           PHASE3 Report Manuals





SPECIFIED
CONFIGURATION:             Not applicable



ADDRESS FOR INVOICES:      717 North Harwood, Suite 680, Dallas, TX 75201
                           -----------------------------------------------------

ADDRESS FOR NOTICES:       717 North Harwood, Suite 680. Dallas, TX 75201
                           -----------------------------------------------------



Customer's Name:  Penson Financial Services, Inc.           SunGard    Customer:



<PAGE>



                                  SCHEDULE C1
                      TO REMOTE PROCESSING AGREEMENT DATED
                                  SERVICE FEES

1.   For purposes of this Agreement, the cost per trade will be as noted below.
     Activity resulting in trade charges as defined on Schedule C2. The minimum
     monthly charge will be as noted below:

     A.   SOES Trades and Cancels         B.   All Other Trades and Cancels

<TABLE>
<CAPTION>
    Number of Trades        Cost          Number of Trades        Cost Per
       Per Month         Per Trade           Per Month             Trade
    ----------------     ---------        -----------------       --------
<S>                      <C>              <C>                     <C>

         ***                ***                 ***                  ***

</TABLE>



<TABLE>
<S>                 <C>                                                 <C>
Monthly Minimum:    First six (6) months of processing live trades:     $ 7,000

                    Month seven (7) through month twenty-four (24) of
                    processing live trades:                             $10,000

                    Month twenty-five (25) through the term of this
                    Agreement:                                          $20,000
</TABLE>


For processing of incoming correspondent accounts which are not converting from
another firm using the PHASE3 System, SunGard will waive the trade charges for
the first three months.

2.   The above charges include the following:

     a.   All reports and functionality as outlined in the Users Manual except:

          1.   Retail Portfolio System
          2.   Safekeeping System
          3.   Investment Portfolio

3.   The Retail Portfolio Appraisal System fees are as follows:

     a.   ***

     b.   $5,000.00 monthly minimum

4.   Items not included in trade/cancel charge:

<TABLE>
<S>                                                     <C>
     Programming or Custom Reports                       Quote
     ENFORMS                                             Quote
     Additional sets of User Manuals                     $150.00 per copy
     Labels/3x5 cards
</TABLE>



----------
*** Certain information on this page has been omitted and filed separately with
the Commission pursuant to a request for Confidential Treatment.

Customer's Name:  Penson Financial Services, Inc.           SunGard    Customer:

<PAGE>

<TABLE>
<S>                                                      <C>
               0 - 2,000 min. $100.00                    $.15 per item
        2,001 - 10,000 min. $300.00                      $.06 per item
        10,001-+                                         $.04 per item
        Muni Bond Pricing                                ***

        Communication Boards, lines, Modems, etc.        Cost
        Equipment                                        Quote
        Tapes                                            Cost
        Microfiche        - original frame               $2.00
                          - per copy                     $.10
        IRS Year-End Processing                          Cost + 10 %
</TABLE>


----------
*** Certain information on this page has been omitted and filed separately with
the Commission pursuant to a request for Confidential Treatment.

Customer's Name:  Penson Financial Services, Inc.           SunGard    Customer:

                                       2
<PAGE>
                                   SCHEDULE C2
                         TO REMOTE PROCESSING AGREEMENT
                                DATED 7-10, 1995

--------------------------------------------------------------------------------
                                TRADE DEFINITION
--------------------------------------------------------------------------------

Trade Counts for PHASE3 Pricing

<TABLE>
<S>                                                             <C>
Principal

      Customer Sell; Inventory Buy                                       1 Trade
      Customer Buy; Inventory Sell                                       1 Trade
      Inventory Buy; Inventory Sell                                      1 Trade

Agency
      Client Buys; Broker Sells or Multiple Broker Sells                 1 Trade
      Client Sells; Broker Buys or Multiple Broker Buys                  1 Trade

Cancel/Corrections
      Originally billed for the first trade                              1 Trade
      Cancel                                                             1 Trade
      Rebill                                                             1 Trade
                                                                         -------
                                                                  Total  3 Trades

When Issued
      Originally billed for the first trade                              1 Trade
      Cancel When Issued                                                 1 Trade
      Regular Way Trade                                                  1 Trade
                                                                         -------
                                                                  Total  3 Trades

Repo
      Opening trade regardless of number of pieces of collateral         1 Trade
      Closing trade regardless of number of pieces of collateral         1 Trade
      Each collateral substitution                                       1 Trade

Reverse Repo
      Same as Repo

TBA's
      Originally billed for TBA                                          1 Trade
      Cancel TBA                                                         1 Trade
      Each pool within a lot of an allocation                            1 Trade
</TABLE>


Customer's Name:  Penson Financial Services, Inc.           SunGard    Customer:
<PAGE>
                                   SCHEDULE C3
                         TO REMOTE PROCESSING AGREEMENT
                                DATED 7-10, 1995

--------------------------------------------------------------------------------
              SUNGARD BROKERAGE SYSTEMS STANDARD PROFESSIONAL FEES
--------------------------------------------------------------------------------

<TABLE>
                                       Daily                  Hourly

<S>                                   <C>                       <C>
Vice President or above               $2,000                    $250

Director                              $1,440                    $180

Product Manager/                       $ 960                    $120
Project Manager

Business Analyst                       $ 800                    $100
Sr. Technical Consultant

Programmer                             $ 800                    $100
</TABLE>

















Customer's Name:  Penson Financial Services, Inc.            SunGard   Customer:
<PAGE>
                                   SCHEDULE C4
                         TO REMOTE PROCESSING AGREEMENT
                                  DATED 7-10-95

--------------------------------------------------------------------------------
                               CONVERSION PROCESS
--------------------------------------------------------------------------------

A.   IMPLEMENTATION PLANNING

     The implementation planning sessions are held early in the conversion
     process, at the client site. Planning sessions include Customer's
     management and the SunGard conversion team. Objectives of these meetings
     are:

            o    Define project organization
            o    Define status reporting mechanism
            o    Define issues resolution mechanism
            o    Define enhancement management mechanism
            o    Define file conversions
            o    Determine conversion dates
            o    Determine dependencies
            o    Develop conversion plan, complete with:
                    -    key activities and target dates
                    -    responsibilities of all participants
                    -    training schedule
                    -    testing methodologies
                    -    network design


B.   REVIEW OF OPERATIONAL PROCEDURES AND FUNCTIONS

     The review of operational procedures and functions is conducted by the
     SunGard conversion team. This review process is performed prior to
     finalizing the detailed training schedule. Process includes:

            o    Complete review of each area of client operations:
                    -    existing procedures
                    -    existing forms
                    -    existing reports
            o    Meet with supervisors and key personnel
            o    Review of work-flows
            o    Report mapping
            o    Identification and documentation of impact on operations
                 procedures/organizational structure
            o    Identification of interfaces



Customer's Name:  Penson Financial Services, Inc.            SunGard   Customer:
<PAGE>
                              SCHEDULE C4 (CONT'D)
                         TO REMOTE PROCESSING AGREEMENT
                                DATED 7-10, 1995

--------------------------------------------------------------------------------
                               CONVERSION PROCESS
--------------------------------------------------------------------------------

C.   CREATION OF PHASE3 ENVIRONMENT

     Telecommunications and additional hardware requirements are determined
     jointly between Customer's technical representative and the SunGard's
     communications manager. The ordering, installation and testing of
     telecommunications is the responsibility of SunGard. The ordering and
     installation of any additional terminals and printers is the responsibility
     of Customer. SunGard and Customer will jointly test any new terminals and
     printers.

     SunGard is responsible for the setup and configuration for the testing and
     training firm.

            o    Hardware and telecommunications requirements defined
            o    Equipment and lines ordered, installed and tested
            o    Training firm setup and configured
            o    Installation and testing of required software modifications

D.   FILE CONVERSIONS

     SunGard will develop conversion programs to convert Customer's data files.
     Testing and approval of conversion programs is a joint responsibility
     between Customer and SunGard.

            o    Determination of files to be converted
            o    Conversion strategy
            o    Specifications for converting each file determined
            o    Develop conversion programs
            o    Written procedures for testing developed
            o    Schedule test conversions and verification

E.   STATEMENTS & FORMS

     Customer is responsible for choosing a statement vendor for printing
     monthly customer statements. SunGard will support Customer and the vendor
     in the development and testing of statements. Customer and SunGard will
     evaluate all forms and determine if existing forms must be modified for
     utilization with the PHASE3 System.

            o    Customer statements
            o    Confirmations
            o    Transfer fanfolds
            o    New account forms
            o    Buy/Sell tickets
            o    Checks, N&A Cards, labels, etc.

Customer's Name:  Penson Financial Services, Inc.            SunGard   Customer:

                                       2
<PAGE>
                              SCHEDULE C4 (CONT'D)
                         TO REMOTE PROCESSING AGREEMENT
                                DATED 7-10, 1995

--------------------------------------------------------------------------------
                               CONVERSION PROCESS
--------------------------------------------------------------------------------

F.   TRAINING

     SunGard and Customer will jointly develop a comprehensive training
     schedule. SunGard will be responsible for training Customer staff on the
     PHASE3 application. Customer will be responsible for ensuring staff is
     available for participation in scheduled classes.

            o    Application training for testing of new software modifications
            o    Application training for users
            o    Procedural training

G.   INTERFACES

     SunGard and Customer are jointly responsible for testing of all external
     and internal interfaces. SunGard will be responsible for installation and
     execution of interfaces. Customer is responsible for notification to all
     external vendors and service organizations of conversion dates.

            o    Interface requirements defined
            o    external
            o    internal
            o    Program/unit testing
            o    Extensive testing with external sources
            o    Documentation of procedures
            o    Notification of conversion

H.   USER ACCEPTANCE TESTING

     Customer and SunGard are jointly responsible for development and execution
     of test plans for user acceptance testing.

            o    Development of test strategy and plan
            o    Identification of test cases
            o    Development of test data
            o    Systems integration tests
            o    Regression tests
            o    Verification of test results

I.   PROGRESS MEETINGS

     Progress meetings will be scheduled frequently to provide for status
     updates and issue discussion/resolution.


Customer's Name:  Penson Financial Services, Inc.            SunGard   Customer:

                                       3
<PAGE>
                                   SCHEDULE C5
                         TO REMOTE PROCESSING AGREEMENT
                                DATED 7-10, 1995

--------------------------------------------------------------------------------
                   IMPLEMENTATION TRAINING & INSTRUCTION FEES
--------------------------------------------------------------------------------

I.   Conversion will be performed at no charge. The Company will be responsible
     for all reasonable and pre-approved travel and lodging.

II.  Conversion programming that would be done at no charge:

        -   custom confirmation program
        -   custom commission program
        -   custom downloads

III. Conversions for fully disclosed correspondent customers of the company's.

     a.   The fee to convert correspondent accounts that do not require an
          on-site visit will be $1,500.00 per account. SunGard will convert
          accounts that meet or exceed the following:

          1)   Name & Address file over 500

          2)   Over 250 customer accounts with money balances

          Whenever possible, the Company will utilize ACATS to transfer
          positions.

     b.   The Company will be responsible for charges associated with custom
          programming requests or on-site consulting as stated in Exhibit C.

     c.   The Company will be responsible for all reasonable and pre-approved
          travel and lodging.




Customer's Name:  Penson Financial Services, Inc.            SunGard   Customer:
<PAGE>
NOTE: PORTIONS OF THIS EXHIBIT ARE THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST BY THE REGISTRANT TO THE SECURITIES AND EXCHANGE COMMISSION. SUCH
PORTIONS HAVE BEEN REDACTED AND ARE MARKED WITH A "[*]" IN PLACE OF THE REDACTED
LANGUAGE.

                  AMENDMENT TO THE REMOTE PROCESSING AGREEMENT
                                    BETWEEN
                         SUNGARD FINANCIAL SYSTEMS, INC
                                      AND
                         PENSON FINANCIAL SERVICES, INC



This is an Amendment dated September 13, 1996, ("Amendment") to the Data
Services Agreement between SunGard Financial Systems, Inc. ("SunGard"), 504
Totten Pond Road, Waltham, Massachusetts, and Penson Financial Services, Inc.
("Customer"), 8080 N. Expressway, Suite 1010, Dallas, Texas, a North Carolina
Corporation, dated as of July 10, 1995 ("Agreement")

The parties to the Agreement intending to be legally bound agree as follows:

Schedule C1 entitle "SERVICE FEES", as referenced in Section 5 of the Agreement,
is hereby replaced with the attached, revised Schedule C1 which is incorporated
by reference herein and made a part hereof. This revised Schedule C1 will take
effect as of September 1, 1996.

Except as otherwise amended herein, the Agreement remains in full force and
effect.

SUNGARD FINANCIAL SYSTEMS, INC.             PENSON FINANCIAL SERVICES, INC.

BY: David Taylor                            BY:    [ILLEGIBLE]
    -----------------------------------            ---------------------------

TITLE: President                            TITLE: President
       --------------------------------            ---------------------------

DATE:  September 13, 1996                   DATE:  September 13, 1996
       ---------------------------------           ---------------------------


<PAGE>
                                   SCHEDULE C1
                         TO REMOTE PROCESSING AGREEMENT
                            DATED SEPTEMBER 13, 1996

--------------------------------------------------------------------------------
                                  SERVICE FEES
--------------------------------------------------------------------------------

1.   For purposes of this Agreement, the cost per trade will be as noted below.
     Activity resulting in trade charges are defined on Schedule C2. The minimum
     monthly charge will be as noted below:


     A.   SOES TRADES AND CANCELS              B.   ALL OTHER TRADES AND CANCELS

<TABLE>
<S>                                            <C>                         <c>
          If less than 150,000 trades                  Number of Trades    Cost Per Trade
          per month are processed,                       Per Month
          customer will be billed as
          noted below:                                       ***                ***

            Number of Trades    Cost Per Trade
              Per Month

                 ***                ***




          If 150,000 or more trades per
          month are processed, customer
          will be billed as noted below:


            Number of Trades    Cost Per Trade
              Per Month

                 ***                 ***






          Monthly Minimum:  First six (6) months of processing live
                            trades:                                      $7,000

                             Month seven (7) through month twenty-four
                             (24) of processing live trades:             $10,000

                             Month twenty-five (25) through the term
                             of this Agreement:                          $20,000
</TABLE>

For processing of incoming correspondent accounts which are not converting from
another firm using the PHASE3 System, SunGard will waive the trade charges for
the first three months.

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*** Certain information on this page has been omitted and filed separately with
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                         SCHEDULE C1 -- PAGE 1
--------------------------------------------------------------------------------
Customer's Name:  Penson Financial Services, Inc.
<PAGE>
SCHEDULE C1 CONT.

TO REMOTE PROCESSING AGREEMENT

DATED SEPTEMBER 13, 1996

--------------------------------------------------------------------------------
                                  SERVICE FEES
--------------------------------------------------------------------------------


2.       The above charges include the following:

         a.       All reports and functionality as outlined in the Users Manual
                  except:

                  1.       Retail Portfolio System
                  2.       Safekeeping System
                  3.       Investment Portfolio

3.       The Retail Portfolio Appraisal System fees are as follows:

         a.       ***
         b.       $5,000.00 monthly minimum

4.       Items not included in trade/cancel charge:

<TABLE>
<S>                                                             <C>
         Programming or Custom Reports                           Quote
         ENFORMS                                                 Quote
         Additional sets of User Manuals                         $150.00 per copy
         Labels/3x5 cards
                   0  -   2,000 min. $100.00                     $.15 per item
               2,000  -   10,000 min. $300.00                    $.06 per item
              10,001  -   +                                      $.04 per item
         Muni Bond Pricing                                       ***

         Communication Boards, lines, Modems, etc.               Cost
         Equipment                                               Quote
         Tapes                                                   Cost
         Microfiche        - original frame                      $2.00
                           - per copy                            $.10
         IRS Year-End Processing                                 Cost + 10%
</TABLE>


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                         SCHEDULE C1 -- PAGE 2
--------------------------------------------------------------------------------
Customer's Name:  Penson Financial Services, Inc.
<PAGE>
NOTE: PORTIONS OF THIS EXHIBIT ARE THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST BY THE REGISTRANT TO THE SECURITIES AND EXCHANGE COMMISSION. SUCH
PORTIONS HAVE BEEN REDACTED AND ARE MARKED WITH A "[*]" IN PLACE OF THE REDACTED
LANGUAGE.


                  AMENDMENT TO THE REMOTE PROCESSING AGREEMENT
                                    BETWEEN
                         SUNGARD FINANCIAL SYSTEMS INC.
                                      AND
                        PENSON FINANCIAL SERVICES, INC.


This Amendment ("Amendment") to the Remote Processing Agreement between SunGard
Financial Systems Inc. ("SunGard") and Penson Financial Services, Inc.
("Penson"), is effective as of August 1, 2002.

                                   BACKGROUND


Penson and SunGard are parties to that certain Remote Processing Agreement dated
July 10, 1995, as amended (hereinafter collectively referred as the "Original
Agreement"). Penson and SunGard desire to extend the term of the Original
Agreement and modify certain terms and conditions of the Original Agreement in
accordance with the terms and conditions hereof.

         NOW, THEREFORE, in consideration of the foregoing and intending to be
legally bound hereby, the parties agree as follows:

1. Extension of Original Agreement. The Initial Term of the Original Agreement
is hereby extended to May 31 2008 ("New Extension End Date"). Thereafter this
Agreement will automatically renew for one (1) year renewal terms, provided that
either party may give the other at least 90 days written notice of its desire
not to enter into an additional renewal term.

2.       Professional Services.

         2.1 During the Initial Term, SunGard will provide to Customer a virtual
resources team ("Virtual Resource Team") consisting of one team leader (product
manager or project manager), one programmer and one business analyst, to assist
Customer in creating new software enhancements to and otherwise utilizing the
System. For software development and enhancement projects (each, a "Project"),
the initial requirements definition, analysis, and design work (collectively,
the "Initial Phase") will be performed at the time and materials rate set forth
in Schedule C1. Upon completion of the Initial Phase of any Project, SunGard
will provide Customer with a fixed bid to complete the remainder of such
Project. If Customer determines not to proceed further with the Project upon
receipt of the fixed bid, Customer shall be responsible to pay for the Initial
Phase of such Project only. If Customer determines to proceed with the Project,
Customer shall be responsible to pay for the Initial Phase and the fixed bid
submitted by SunGard. All other professional services matters performed by the
Virtual Resource Team shall be performed on a time and materials basis at the
time and materials rates set forth on Schedule C1.

         2.2 Customer shall appoint a Project Liaison responsible for providing
access to the appropriate resources at Customer for project definition,
specifications, implementation planning and coordination between SunGard and
Customer.


<PAGE>
3.       Fees.

         3.1 Schedule C-1 of the Agreement is deleted in its entirety and is
replaced with Schedule C-1 attached hereto.

         3.2 Notwithstanding any other provision herein, SunGard reserves the
right to pass through to Penson, and Penson agrees to pay SunGard for (i) all
products, services and software that Penson has agreed in writing are to be
provided through the System and that are provided by third parties (including by
SunGard affiliates) at an additional cost and (ii) telecommunications charges
that Penson has agreed in writing are to be provided by SunGard or its
affiliates at an additional cost (provided Penson is appropriately credited for
telecommunications charges that have been improperly passed through). All third
party supplier increases in cost affecting the System Services shall be paid by
Penson; provided that for any particular third party supplier, any such change
shall be passed through to Penson not more than once per year. SunGard will
provide Penson with thirty (30) days prior written notice of any such increases.

4.       Early  Termination  Fee.  Section 8.2 (b) of the Original  Agreement is
hereby deleted and replaced in its entirety with the following:

         8.2(b)   Customer acknowledges that SunGard has made significant
                  concessions on its per trade fees and minimum trading fees,
                  that the parties' reasonable expectations of SunGard's profits
                  under this Agreement are greater than can be accounted for by
                  the new minimum trading fees, and that it would be extremely
                  difficult to measure in advance what SunGard's actual profits
                  under this Agreement will be. Therefore, the parties have
                  expressly agreed that under certain circumstances Customer
                  will pay SunGard a defined termination fee as a reasonable
                  estimate of SunGard's profits under this Agreement and as
                  liquidated damages and not as a penalty. Accordingly, if there
                  is any termination of this Agreement before the New Extension
                  End Date (for any reason other than a material, uncured (which
                  cure shall have been effected as required in the Agreement)
                  default (which default shall include any material breach of
                  any material provision of the Agreement) by SunGard), or if
                  Customer ceases to use the System as its complete and official
                  books and records (for U.S. accounts) prior to the New
                  Extension End Date, Customer will pay to SunGard the
                  Calculation Amount (as defined below) multiplied by the number
                  of months (with a one time adjustment for the number of days
                  in any incomplete monthly period) between the effective date
                  of termination (or cessation of use of the System as the
                  complete and official books and records, if sooner) and the
                  New Extension End Date. As used in this Section, the
                  "Calculation Amount" shall mean *** with respect to each month
                  beginning on the effective date of this Amendment and
                  continuing



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<PAGE>

                  until April 30, 2004 and thereafter shall mean *** with
                  respect to each month beginning as of May 1, 2004 and
                  thereafter.

5.   (a)    Beginning on the date of this Amendment through the New Extension
Date if a SunGard Competing B/D (as defined below) enters into agreements with
and clears the trades of at least two different, unaffiliated Identified Penson
Correspondents (as defined below), when immediately prior to such agreement with
and clearing by the SunGard Competing B/D the trades of such Penson
Correspondent to be cleared by the SunGard Competing B/D had been cleared by
Customer then Customer may, within thirty (30) days of the execution of such
agreements, terminate this Agreement by providing at least one hundred and
twenty (120) days prior written notice to SunGard of its intention to so
terminate.

            (b) "SunGard Competing B/D" shall mean a broker dealer firm acquired
by SunGard or an affiliate of SunGard (and only for so long as that the SunGard
Competing B/D remains an affiliate of SunGard) that provides trade clearing
services to third parties.

            (c) "Penson Correspondent" shall mean a correspondent broker of
Customer whose trades Customer clears under this Agreement but, with respect to
a correspondent broker that clears a portion of its trades through one or more
different clearing firm (other than Customer), only that portion of the
correspondent broker whose trades are cleared through Customer. "Penson
Correspondent" shall also include correspondent brokers of affiliates of
Customer irrespective of whether such affiliates of Customer have a relationship
with SunGard. "Identified Penson Correspondent" shall mean a Penson
Correspondent, with respect to whom, the SunGard Competing B/D has NOT, in good
faith, relied on a written statement from the Penson Correspondent to the effect
that Penson is not its clearing broker for the trades to be cleared by such
SunGard Competing B/D.

6.       SunGard agrees that if there is a SunGard Competing B/D, then it will
instruct and cause such SunGard Competing B/D not to have a general pattern and
practice of soliciting Penson Correspondents intentionally, directly and
selectively.

7.       Miscellaneous. All capitalized terms used herein and not defined shall
have the meanings ascribed to them in the Original Agreement. Except as
expressly amended hereby, the provisions of the Original Agreement shall remain
in full force and effect.

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date
first above written.

SUNGARD FINANCIAL SYSTEMS INC.           PENSON FINANCIAL SERVICES, INC.

By:      /s/ Gerald Murphy               By:     /s/ Daniel P. Son

Name:    Gerald Murphy                   Name:   Daniel P. Son

Title:   President                       Title:   President

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<PAGE>
                                   SCHEDULE C1
                         TO REMOTE PROCESSING AGREEMENT
                     ORIGINAL AGREEMENT DATE -JULY 10, 1995
                       AMENDMENT DATE AS OF AUGUST 1, 2002


--------------------------------------------------------------------------------

                                  SERVICE FEES
--------------------------------------------------------------------------------

1.       For purposes of this Agreement, the cost per trade will be as noted
below.

         The combined trade volumes across all USD firms will be used to
determine the monthly trades.

         All USD Trades and Cancels for Non-ECN Correspondents:

                           DAILY TRADES                COST PER TRADE
                           ------------                --------------

                                ***                          ***

         All USD Trades and Cancels for ECN Correspondents:

                                ***                          ***
         The combined trade volumes across all Non-USD trades will be used to
determine monthly trades.

         All Non-USD Trades and Cancels:

                           DAILY TRADES                COST PER TRADE
                           ------------                --------------

                                ***                          ***

         Monthly Minimum for Trade Processing is ***.

         The above charges include the following:

         All reports and functionality outlined in the users manual except

         (1)      as described below in this Schedule C1,

         (2)      for third party products and services as described in this
Amendment or this Agreement or

         (3)      other items that are not provided to SunGard Phase3 customer
base generally without an additional charge



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<PAGE>

2.       Professional Services Rates for Virtual Resource Team:

<TABLE>
<CAPTION>
                                                               TIME & MATERIALS RATES

<S>                                                            <C>
                  Product Manager/Project Manager              $80.00 per hour
                  Business Analyst                             $80.00 per hour
                  Programmer                                   $80.00 per hour
</TABLE>


         Minimum Monthly Fees for Virtual Resource Team is ***

3.       Equipment and additional items not included in above charges (upon use
or request by Customer)

<TABLE>
<S>                                                            <C>
          Programming and developments                         Quote
          ENFORMS                                              Quote
          Additional sets User Manuals                         $150 per manual
          Labels/3x5 cards
                0 - 2,000 min.  $100.00                        $.15 per item
                2,001 - 10,000 min.  $300.00                   $.06 per item
                10,001-+                                       $.04 per item
          Muni Bond Pricing                                    ***

          Communications Boards, lines, Modems, etc.           Quote
          Equipment                                            Quote
          Tapes                                                Quote
          IRS Year End Processing                              Cost + 10%
</TABLE>


4.       Data Replication  ***

         New files added   Quote

5.          StreamBridge (Swift)                                      ***
                                                                      ***



            New Stream Interfaces                                     ***


6.       Test Firm         *** (upon request or use by Customer)

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<PAGE>
EXHIBIT B


                                  FTID PRICING



                                       ***




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