<PAGE>   1
Redacted portions have been marked with asterisks (****). Confidential treatment
has been requested for the redacted portions. The confidential redacted portions
have been filed separately with the Securities and Exchange Commission.

                                                                    EXHIBIT 10.4

                                                    Proprietary and Confidential

                          REMOTE PROCESSING AGREEMENT

                                    BETWEEN

                         SUNGARD FINANCIAL SYSTEMS INC.

                             a Delaware corporation

                                  ("SUNGARD")

                                      AND

                        PENSON FINANCIAL SERVICES, INC.

                          a North Carolina corporation

                                  ("CUSTOMER")

                                     DATED

                                     July 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
            ----------------------                       ----------------------

DATE SIGNED: 7-18-95                         DATE SIGNED: 7-10-95
            ----------------------                       ----------------------



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


SUNGARD

<PAGE>   2
                                                    Proprietary and Confidential

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


--------------------------------------------------------------------------------
                                      -1-

<PAGE>   3

                                                    Proprietary and Confidential

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:

                                    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-


<PAGE>   4

                                                    Proprietary and Confidential

                           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.

                                    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.


--------------------------------------------------------------------------------
                                       -3-

<PAGE>   5

                                                    Proprietary and Confidential

                  (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.

         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's 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


--------------------------------------------------------------------------------
                                      -4-


<PAGE>   6

                                                    Proprietary and Confidential

                  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.

         43       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 to receive, deliver or transmit reports
                  or data, and shall reimburse SunGard for all such

--------------------------------------------------------------------------------
                                      -5-


<PAGE>   7

                                                    Proprietary and Confidential

                  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.

         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 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


--------------------------------------------------------------------------------
                                       -6-

<PAGE>   8

                                                    Proprietary and Confidential

                  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 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


--------------------------------------------------------------------------------
                                       -7-


<PAGE>   9

                                                    Proprietary and Confidential

                  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 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


--------------------------------------------------------------------------------
                                       -8-


<PAGE>   10

                                                    Proprietary and Confidential

                  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:

                  (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

--------------------------------------------------------------------------------
                                       -9-

<PAGE>   11

                                                    Proprietary and Confidential

                  Section 7. If SunGard discovers that Customer is not in
                  compliance with the provisions of this Section 7 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 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.


--------------------------------------------------------------------------------
                                      -10-


<PAGE>   12

                                                    Proprietary and Confidential

         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 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

--------------------------------------------------------------------------------
                                                       SunGard:      Customer:
                                                       [ILLEGIBLE]   [ILLEGIBLE]

                                      -11-


<PAGE>   13

                                                    Proprietary and Confidential

                  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.

         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


--------------------------------------------------------------------------------
                                                       SunGard:      Customer:
                                                       [ILLEGIBLE]   [ILLEGIBLE]

                                      -12-

<PAGE>   14

                                                    Proprietary and Confidential

                  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 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.


--------------------------------------------------------------------------------
                                      -13-

<PAGE>   15
                                                    Proprietary and Confidential

                                   SCHEDULE A
                         TO REMOTE PROCESSING AGREEMENT
                              DATED JULY 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:
                                                       [ILLEGIBLE]   [ILLEGIBLE]
                                                       -----------   -----------
<PAGE>   16

                                                                         [STAMP]
                                  SCHEDULE C1
                         TO REMOTE PROCESSING AGREEMENT
                               DATED 7-10-, 1995
--------------------------------------------------------------------------------
                                  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:


<TABLE>
<CAPTION>
         A. SOES Trades and Cancels                   B. All Other Trades and Cancels

          Number of trades             Cost Per       Number of Trades          Cost Per
             Per Month                  Trade            Per Month               Trade

<S>                                <C>                <C>                     <C>
               0 - 20,000               $ ****               1+                  $ ****
          20,001 - 40,000               $ ****
          40,001 +                      $ ****
</TABLE>



<TABLE>
<S>                                                                                <C>
         Monthly Minimum:     First six (6) months of processing live trades:        $ ****
                              Month seven (7) through month twenty-four (24)
                              of processing live trades:                             $ ****
                              Month twenty-five (25) through the term of this
                              Agreement:                                             $ ****
</TABLE>



         ****


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.       $1.00 per account per month

         b.       $5,000.00 monthly minimum

4.       Items not included in trade/cancel charge:

         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                         $100.00 per month
                                                   $.35 per CUSIP
         Communication Boards, lines, Modems, etc  Cost
         Equipment                                 Quote
         Tapes                                     Cost
         Microfiche      - original frame          $2.00
                         - per copy                $.10
         IRS Year End Processing                   Cost + 10%
--------------------------------------------------------------------------------
Customer's Name: Penson Financial
Services, Inc.                                SunGard           Customer
                                              /s/ [ILLEGIBLE]   /s/ [ILLEGIBLE]

<PAGE>   17


                                                                         [STAMP]
                                  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:


<TABLE>
<CAPTION>
          A. SOES TRADES AND CANCELS                        B. ALL OTHER TRADES AND CANCELS

          If less than 150,000 Trades per month             Number of Trades          Cost Per
          are processed, customer will be billed               Per Month               Trade
          as noted below:
<S>                                     <C>                 <C>                    <C>
                                                                  1+                    $ ****

          Number of Trades              Cost Per
             Per Month                   Trade

               1 -  20,000               $ ****
          20,001 -  40,000               $ ****
          40,001 - 100,000               $ ****
         100,001 - +                     $ ****

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

          Number of Trades              Cost Per
             Per Month                   Trade

               1 - 20,000                $ ****
          20,001 - 40,000                $ ****
          40,001 - 60,000                $ ****
          60,001 - 80,000                $ ****
          80,001 - +                     $ ****

         Monthly Minimum:     First six (6) months of processing live trades:        $ ****
                              Months seven (7) through month twenty-four (24)
                              of processing live trades:                             $ ****
                              Month twenty-five (25) through the term of this
                              Agreement:                                             $ ****
</TABLE>



****



--------------------------------------------------------------------------------
Customer's Name: Penson Financial Services, Inc. Sungard         Customer
                                                 /s/ [ILLEGIBLE] /s/ [ILLEGIBLE]

<PAGE>   18


                                                                         [STAMP]
                               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.       $1.00 per account per month

         b.       $5,000.00 monthly minimum

4.       Items not included in trade/cancel charge:

         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                             $100.00 per month
                                                       $.35 per CUSIP
         Communication Boards, lines, Modems, etc      Cost
         Equipment                                     Quote
         Tapes                                         Cost
         Microfiche      - original frame              $2.00
                         - per copy                    $.10
         IRS Year-End Processing                       Cost + 10%

--------------------------------------------------------------------------------
Customer's Name: Penson Financial Services, Inc.     Sungard         Customer
                                                 /s/ [ILLEGIBLE] /s/ [ILLEGIBLE]

<PAGE>   19


                                                                         [STAMP]
                                  SCHEDULE C1
                         TO REMOTE PROCESSING AGREEMENT
                              DATED -- MAY 1, 1998
--------------------------------------------------------------------------------
                                  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:


<TABLE>
<CAPTION>
          A. SOES Trades and Cancels                        B. All Other Trades and Cancels

          Number of Trades             Cost Per             Number of Trades    Cost Per
             Per Month                  Trade                  Per Month         Trade
          ----------------             --------             ----------------    --------
<S>                                <C>                      <C>               <C>
                0 - 200,000             $ ****                    1 - 10,000      $ ****
          200,001 + Greater             $ ****               10,001 - 20,000      $ ****
                                                             20,001 - Greater     $ ****
</TABLE>



                             MONTHLY MINIMUM: $****



****


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.       $1.00 per account per month

         b.       $5,000.00 monthly minimum

--------------------------------------------------------------------------------
Customer's Name: PENSON Financial Services, Inc.

SUNGARD        /s/ [ILLEGIBLE]

<PAGE>   20

                                                                         [STAMP]
                               SCHEDULE C1 (CONT.)
                         TO REMOTE PROCESSING AGREEMENT
                              DATED -- MAY 1, 1998

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

4.       Items not included in trade/cancel charges:

         Programming or Custom Reports                 Quote
         ENFORMS                                       Quote
         Additional sets of User Manuals               $150.00
         Labels/3x5 cards
              0 -  2,000 min. $100.00                  $.15 per item
          2,001 - 10,000 min. $300.00                  $.06 per item
         10,000 - +                                    $.04 per item
         Muni Bond Pricing                             $100.00 per month
                                                       $.35 per CUSIP
         Communications Boards, lines, Modems, etc     Cost
         Equipment                                     Quote
         Tapes                                         Cost
         Microfiche      - original frame              $0.00
         IRS Year End Processing                       Cost + 10%


--------------------------------------------------------------------------------
Customer's Name: PENSON Financial Services, Inc.

SUNGARD    /s/ [ILLEGIBLE]
<PAGE>   21

                                                    Proprietary and Confidential

                                  SCHEDULE C2
                         TO REMOTE PROCESSING AGREEMENT
                              DATED JULY 10, 1999

----------------------------------------------------------------------------
                                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>


-------------------------------------------------------------------------------
                                                        SUNGARD:    CUSTOMER:
CUSTOMER'S NAME: PENSON Financial Services, Inc.        [ILLEGIBLE] [ILLEGIBLE]
                 -------------------------------
<PAGE>   22

                                                    Proprietary and Confidential

                                  SCHEDULE C3
                         TO REMOTE PROCESSING AGREEMENT
                              DATED JULY 10, 1995

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

<TABLE>
<CAPTION>
                                    Daily     Hourly
<S>                                 <C>       <C>
Vice President
or above                            $2,000     $250

Director                            $1,440     $180

Product Manager/
Project Manager                     $  960     $120

Business Analyst
Sr. Technical Consultant            $  800     $100

Programmer                          $  800     $100
</TABLE>





--------------------------------------------------------------------------------
                                                         SunGard:    Customer:
CUSTOMER'S NAME: PENSON Financial Services, Inc.         [ILLEGIBLE] [ILLEGIBLE]
                 -------------------------------
<PAGE>   23

                                                    Proprietary and Confidential

                                   SCHEDULE C4
                         TO REMOTE PROCESSING AGREEMENT
                               DATED July 10, 1995

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

A.   IMPLEMENTATION PLANNING

     The implementation planning sessions are held early in the conversion
     process, at the client site. Planning sessions will 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

--------------------------------------------------------------------------------
                                                       SUNGARD:      CUSTOMER:
Customer's Name: PENSON Financial Services, Inc.       [ILLEGIBLE]   [ILLEGIBLE]
                 -------------------------------


<PAGE>   24

                                                    Proprietary and Confidential

                              SCHEDULE C4 (CONT'D)
                         TO REMOTE PROCESSING AGREEMENT
                               DATED July 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.

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


--------------------------------------------------------------------------------
                                                       SUNGARD:      CUSTOMER:
Customer's Name: PENSON Financial Services. Inc.       [ILLEGIBLE]   [ILLEGIBLE]
                 -------------------------------

<PAGE>   25

                                                    Proprietary and Confidential

                              SCHEDULE C4 (CONT'D)
                         TO REMOTE PROCESSING AGREEMENT
                               DATED JULY 10, 1995

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

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

             - external

             - 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.



--------------------------------------------------------------------------------
                                                       SUNGARD:      CUSTOMER:
Customer's Name: PENSON Financial Services. Inc.       [ILLEGIBLE]   [ILLEGIBLE]
                 -------------------------------

<PAGE>   26

                                                    Proprietary and Confidential

                                   SCHEDULE C5
                         TO REMOTE PROCESSING AGREEMENT
                                DATED JULY 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.






-------------------------------------------------------------------------------
                                                       SUNGARD:      CUSTOMER:
Customer's Name: PENSON Financial Services, Inc.       [ILLEGIBLE]   [ILLEGIBLE]
                 -------------------------------


<PAGE>   27

                                                    Proprietary and Confidential

                  AMENDMENT TO THE REMOTE PROCESSING AGREEMENT

                                     BETWEEN

                         SUNGARD FINANCIAL SYSTEMS, INC.

                                       AND

                         PENSON FINANCIAL SERVICES, INC.


This is an Amendment dated Sept. 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 entitled "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: /s/ DAVID TAYLOR                   BY: [ILLEGIBLE]
   ----------------------------        -------------------------------

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

DATE: 9/13/96                          DATE: 9-26-96
     --------------------------             --------------------------



--------------------------------------------------------------------------------
[SUNGARD LOGO]



<PAGE>   28

                                                    Proprietary and Confidential

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


This is an Amendment dated May 1, 1998, ("Amendment") to the Remote Processing
Agreement between SunGard Financial Systems Inc. ("SunGard") 504 Totten Pond
Road, Waltham, Massachusetts 02154 and Penson Financial Services, Inc.
("Customer"), 8080 North Central Expressway, Suite 1010, Dallas, TX 75206, a
North Carolina corporation, dated as of July 10, 1995 ("Agreement").

                                   BACKGROUND

The Initial Term of the Agreement (as defined in Section 8.1 of the Agreement)
has expired. Both parties desire to modify the term and Service Fees of the
Agreement and establish a new Initial Term beginning on May 1, 1998 and
continuing for four years until May 1, 2002 with one (1) year extension terms
thereafter.

As part of this Amendment, SunGard agrees to provide Customer with a one-time
credit of $350,000 against currently outstanding invoices. In addition, SunGard
agrees to provide Customer with a development credit of $75,000 in January 1999
and $75,000 January 2000.

All other terms and conditions in the Agreement remain in full force and effect.


SUNGARD FINANCIAL SYSTEMS INC.         PENSON FINANCIAL SERVICES, INC.

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

Name Typed: David Taylor               Name Typed:
           -------------------                    --------------------

Title: President                       Title: President
      ------------------------               -------------------------

Date: 5/11/98                          Date: 5-7-98
     -------------------------              --------------------------



--------------------------------------------------------------------------------
[SUNGARD LOGO]
<PAGE>   29

                      [PENSON WORLDWIDE, INC. LETTERHEAD]



September 12, 2000

Mr. Michael Nemerowski
SunGard Financial Systems, Inc.
32 Crosby Drive
Bedford, MA 01730

         Re:     Acknowledgment and Agreement regarding Creation and
                 Use of Penson Software

Dear Michael:

         As we discussed, under the terms and conditions of that certain Remote
Processing Agreement by and between SunGard Financial Systems, Inc. ("SunGard")
and Penson Financial Services, Inc. ("Penson") and dated July 18, 1995 (the
"Agreement"), SunGard provided to Penson an open system interface for SunGard's
PHASE3 System. The purpose of the open system interface is to allow licensees
of the PHASE3 System to utilize other software programs to interface and
exchange data with the PHASE3 System. Penson independently created a
stand-alone application software program that exchanges data with the PHASE3
System through the open system interface (the "Penson Software").

         Per our conversation, Penson's independent development of the Penson
Software and Penson's use of the open system interface to enable the Penson
Software to communicate with the PHASE3 System is consistent with the terms of
the Agreement and should not cause you concern. Nonetheless, in the spirit of
cooperation under the Agreement, we wanted to inform you of this development
and seek to obtain your acknowledgment of the propriety of Penson's actions.
Accordingly, this letter is intended to obtain your confirmation and agreement
as to the following:

                  1) The Penson Software does not constitute a refinement,
         improvement, enhancement or derivative work of the PHASE3 System that
         would be owned by SunGard pursuant to the provisions of Section 7.2 of
         the Agreement;

                  2) The exchange of data through the open system interface does
         not cause Penson to breach or otherwise violate the use restrictions
         set forth in Section 7.5 of the Agreement including, without
         limitation, the provisions of Sections 7.5(d) and 7.5(h); and

                  3) Penson's development of the Penson Software and use of the
         Penson Software in connection with the PHASE3 System is not a
         violation or breach of



                                       1
<PAGE>   30
         any other provision of the Agreement. Thus, Penson remains in good
         standing under the Agreement and the Agreement remains in full force
         and effect.

                  If you determine that the foregoing is acceptable, we would
appreciate acknowledgement of that determination by the execution and delivery
to us of the enclosed copy of this letter. This letter reflects the entire
understanding and agreement between Penson and SunGard with respect to the
subject matter hereof, and supercedes and replaces any other written or verbal
agreements, including any and all terms thereof, relating to Penson's use of
the open system interface and the Penson Software.

We look forward to your favorable consideration of this matter.



Very truly yours,

PENSON WORLDWIDE, INC.

By: /s/ PHIL PENDERGRAFT
    -----------------------------------

Name:   Phil Pendergraft

Title:  Executive Vice President



The foregoing is agreed to and accepted.

SUNGARD FINANCIAL SYSTEMS, INC.

By: /s/ MIKE NEMEROWSKI
    -----------------------------------

Name:   Mike Nemerowski
      ---------------------------------

Title:  President
      ---------------------------------

Date:   September 14, 2000
      ---------------------------------



                                       2