EXHIBIT 10.25
                       FULLY DISCLOSED CLEARING AGREEMENT

         This Fully Disclosed Clearing Agreement (the "AGREEMENT") is executed
into by and between Penson Financial Services, Inc. ("PENSON"), a North Carolina
corporation, and Empire Financial Group, Inc ("CORRESPONDENT").

         WHEREAS, Correspondent is in the process of registering or is
registered with the Securities and Exchange Commission ("SEC") as a
broker-dealer of securities in accordance with Section 15(b) of the Securities
and Exchange Act of 1934 (the "ACT") and is applying for membership or is a
member of the National Association of Securities Dealers, Inc. ("NASD"), and
desires for Penson to act as a clearing broker for Correspondent; and

         WHEREAS, Penson meets all requirements of the SEC to function as a
clearing broker, and desires to enter into an agreement to clear and maintain
cash, margin, option or other accounts ("ACCOUNTS") for Correspondent or
customers ("CUSTOMERS") of Correspondent.

         NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and of the guarantee of this Agreement by any guarantor(s), and for
other good and valuable consideration the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:

1.   REPRESENTATIONS AND WARRANTIES

     Correspondent represents and warrants to Penson that:

     (a)  Correspondent is a corporation duly organized, validly existing and in
          good standing under the laws of the state of its incorporation.

     (b)  Correspondent has all the requisite authority in conformity with all
          applicable laws and regulations to enter into this Agreement and to
          retain the services of Penson in accordance with the terms hereof.

     (c)  Correspondent shall employ, as a manager of its brokerage operation
          only a person who has all requisite licenses and experience in
          compliance with applicable securities laws and regulations.

     (d)  Correspondent shall duly employ personnel ("REGISTERED
          REPRESENTATIVES") who have the requisite licenses and experience in
          compliance with applicable securities laws and regulations.

     (e)  Correspondent has advised Penson of any clearing arrangements that
          have been made or are expected to be made with any other clearing
          broker or dealer.

     Penson represents and warrants to Correspondent that:

     (a)  Penson is a corporation duly organized, validly existing and in good
          standing under the laws of the state of North Carolina.

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     (b)  Penson is registered as a broker-dealer with the SEC and is in
          compliance with the rules and regulations thereof.

     (c)  Penson is a member corporation in good standing of the NASD and is in
          compliance with the rules and regulations thereof.

     (d)  Penson is in compliance with the rules and regulations of each
          national securities exchange of which it is a member.

2.   CUSTOMER AND CORRESPONDENT ACCOUNTS

     Responsibility for compliance with the provisions of the NASD's Conduct
Rules regarding opening, approving and monitoring Customer accounts shall be
allocated between Penson and Correspondent as set forth in this SECTION 2.

     (a)  ACCOUNT DOCUMENTATION. Correspondent will be responsible for obtaining
          and verifying a]] required information and the identity of each
          potential Customer. Correspond ant will be responsible for obtaining
          all documents related to customer accounts, and for the transmission
          of all required documents to Penson on a timely basis. Penson may, in
          its discretion, receive documents directly from the Customer.
          Correspondent acknowledges the obligation to retain all documents in
          an easily accessible place in accordance with SEC rules and agrees to
          provide the original application by overnight delivery or a legible
          copy by facsimile transmission within 24 hours of a request from
          Penson Correspondent will be responsible for complying with the
          requirement of SEC Rule 15g-9, if applicable.

     (b)  KNOWLEDGE OF CUSTOMER AND CUSTOMER'S INVESTMENT OBJECTIVES.
          Correspondent will be responsible for learning and documenting all the
          required information relating to each and every Customer in order to
          insure compliance by Correspondent with applicable rules and
          regulations. This required information includes, but is not limited
          to, all of the information and instructions submitted to Penson
          pursuant to SECTION 2(A) any additional facts relative to the
          Customer's investment objectives, and every ------------ person
          holding power-of-attorney over any Customer Account. It shall be the
          responsibility of Correspondent to ensure that those of its Customers
          who open Accounts hereunder shall not be minors. Correspondent shall
          be solely responsible for any issues regarding the suitability of any
          investments for its Customers.

     (c)  ACCEPTANCE OF ACCOUNTS. Prior to any Customer Account being opened
          with Penson, it must be approved by Correspondent. Penson reserves the
          right to withhold acceptance of, or to reject; for any reason, any
          Customer, Customer Account, Correspondent Account or any transaction
          for any Account and to terminate any Account previously accepted by
          Penson. Initial acceptance of each Account shall be conditioned upon
          Penson's receipt of completed forms as required by SECTION 2(A).
          Correspondent shall not submit such forms with respect to any Customer
          Account unless Correspondent has in its possession the

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          documentation of all information required pursuant to SECTION 2(B).
          Penson shall be under no obligation to accept any Account as to which
          any documentation required to be submitted to Penson or maintained by
          Correspondent pursuant to SECTIONS 2(A) and 2(B) is incomplete. Prior
          to acceptance of any Account, no action taken by Penson or any of its
          employees, including, without being limited to, executing or clearing
          a trade in any Account; shall be deemed to be or shall constitute
          acceptance of such Account.

     (d)  SUPERVISION OF ORDERS AND ACCOUNTS. Penson will execute orders for
          Correspondent's Customers after Correspondent's appropriate principals
          have accepted and approved said Accounts. Correspondent will be
          responsible for the review and supervision of, and the suitability of,
          investments made by each and every one of its Customers and Penson
          shall have no responsibility Correspondent shall be responsible for
          insuring that all transactions in and activities related to all
          Accounts opened by it with Penson, including discretionary accounts,
          will be in compliance with all applicable laws, rules and regulations
          of the United States, the several states, governmental agencies.
          securities exchanges and the NASD, including any laws relating to
          Correspondent's fiduciary, responsibilities to Customers, either under
          the Employee Retirement Income Security Act of 1974 or otherwise.
          Correspondent shall diligently supervise the activities of its
          officers, employees and representatives with respect to all Accounts.
          Penson will perform the clearing services provided for in this
          Agreement for Accounts accepted by it in accordance with the terms of
          this Agreement, as it may be amended from time to time, and otherwise
          in accordance with its best business judgment. To the extent, if any,
          that Penson accepts from Correspondent orders for execution in
          accordance with SECTION 7(A), Correspondent shall be responsible for
          informing Penson of the location of the securities that are the
          subject of the order so that Penson may comply with the provisions of
          Rule 3110 of the NASD's Conduct Rules.

     (e)  ACCOUNTS OF ASSOCIATED PERSONS. Correspondent will not accept Accounts
          for any persons that come within the express provisions of Rule 3050
          of the NASD's Conduct Rules unless Correspondent has complied with the
          provisions of said Rule and, if applicable, provided evidence of
          employer approval as required by the Rule.

     (f)  ACCOUNT RESPONSIBILITY FOR CERTAIN PURPOSES. Notwithstanding anything
          herein to the contrary, for purposes of the Securities Investment
          Protection Act of 1970 and the Financial Responsibility Rules of the
          SEC, the Customer Accounts are the responsibility. of Penson. For all
          other purposes, the Customer Accounts shall be the full, total and
          sole responsibility of Correspondent.

     (g)  COMPLIANCE WITH ANTI-MONEY LAUNDERING LAWS.

          (i)  Penson and Correspondent agree to conduct business only with
               clients who are engaged in legitimate and lawful business
               activities, to engage in financial transactions using funds that
               are derived solely from lawful activities and legitimate sources,
               and not to have involvement in any

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               activity that facilitates money laundering or the funding of
               terrorist or other criminal activities. Penson and Correspondent
               will each comply with applicable anti-money laundering laws,
               including relevant provisions in, and at promulgated pursuant to,
               the U.S. Criminal Code (18 U.S.C. ss.ss. 1956, 1957), the Bank
               Secrecy Act and the USA Patriot Act.

          (ii) Penson and Correspondent each represent that they have in place
               an anti-money laundering compliance program based on the laws of
               their respective jurisdiction. and further agree to provide, each
               party to the other, a copy of such program.

          (iii) Penson and Correspondent agree to allocate their anti-money
               laundering responsibilities, with regard to the fully disclosed
               clearing arrangement between Penson and Correspondent, in the
               following manner:

               (1)  KNOW YOUR CUSTOMER.

                    a.   Correspondent shall be responsible for obtaining and
                         maintaining adequate information regarding customers
                         for whom it introduces trades to Penson. Such
                         information shall include, but not be limited to,
                         verifying client identity. performing background and
                         credit checks of clients, assuring that clients are not
                         prohibited under the Patriot Act (e.g., foreign shell
                         banks), and, on a regular basis, consulting lists of
                         known or suspected terrorists or terrorist
                         organizations maintained by U.S. government agencies to
                         determine whether a person seeking to open an account,
                         or a person for whom an account is maintained appears
                         on such lists.1

                    b.   Penson shall be responsible for consulting lists of
                         known suspected terrorists or terrorist organizations
                         maintained by U.S. Government agencies on a regular
                         basis to determine whether a person seeking to open an
                         account, or a person for whom an account is maintained,
                         appears on such Lists.

                    c.   By submitting transactions for opening with Penson,
                         Correspondent represents that all customers for whom
                         accounts are being submitted have been subject to
                         stringent due diligence procedures as required in
                         (1)(a) above, the identities of such customers have
                         been verified, and based on Correspondent's analysis of
                         information obtained, such customers are not involved
                         in activity that facilitates money
__________
1    The following websites and any lists maintained thereon should be
     considered: Office of Foreign Asset Control ("OFAC") -
     WWW.USTREAS.GOV/OFAC; Financial Crimes Enforcement Network ("FinCEN") -
     WWW.USTREAS.GOV/FINCEN; Financial Action Task Force on Money Laundering
     ("FATF") - WWW.USTREAS.GOV/FATF; and the Securities and Exchange Commission
     ("SEC") WWW.SEC.GOV.
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                         laundering or the funding of terrorist or other
                         criminal activities.

                    d.   Correspondent shall be required to maintain all records
                         of the information used to verify a person's identity
                         in an easily accessible place for at least two years,
                         and to make such information available to Penson upon
                         request.

               (2)  SUSPICIOUS ACTIVITY MONITORING AND REPORTING

                    a.   Penson shall be responsible for monitoring customer
                         accounts for any suspicious transactions that involve,
                         in the aggregate, at least $5000 in funds or other
                         assets. In this regard Penson will monitor, on a
                         regular basis, among other things, customer trades
                         introduced by Correspondent for clearing, wire
                         transfers into accounts maintained on behalf of
                         customers, and the deposit of and withdrawal from
                         customer accounts of funds or other assets.

                    b.   Correspondent shall notify Penson of any suspicious
                         transactions it detects or of which it is aware with
                         respect to the accounts of customers for whom it
                         introduces transactions to Penson.

                    c.   Person shall be responsible for fling with the
                         Department of Treasury any resulting Suspicious
                         Activity Reports as required by the Patriot Act. Such
                         reports will be filed pursuant to the relevant
                         procedures set forth in Penson's anti-money laundering
                         compliance program.

                    d.   Penson shall be responsible for filing with the
                         Internal Revenue Service joint FinCEN/IRS forms, as
                         required by the Patriot Act., with respect to
                         transactions in which it receives more than $10,000 in
                         currency or coins. Such reports will be filed pursuant
                         to the relevant procedures set forth in Penson's
                         anti-money laundering compliance program.

               (3)  INFORMATION SHARING

                    a.   Penson shall be responsible for establishing and
                         maintaining information-sharing procedures to provide
                         for the sharing of information between Penson and
                         Correspondent as necessary to identify and report
                         activities that may involve terrorist activities or
                         money laundering activities.

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                    b.   Correspondent shall agree to comply with the
                         requirements see forth in the information-sharing
                         procedures developed by Penson pursuant to (3)(a).

3.   EXTENSION OF CREDIT

     Responsibility for compliance with the provisions of Regulation T issued by
the Board of Governors of the Federal Reserve System pursuant to the Securities
Exchange Act of 1934 ("Regulation T") and all other applicable rules,
regulations and requirements of arty exchange or regulatory agency affecting the
extension of credit shall be allocated between Penson and Correspondent as set
forth in this Section 3.

     (a)  MARGIN AGREEMENTS. At the time of opening of each margin account
          Correspondent will furnish Penson with a Penson Customer Margin and
          Short Account Agreement, executed by the Customer, on the form
          furnished to Correspondent by Penson. Correspondent may use a
          substitute form upon written approval by Penson.

     (b)  MARGIN AND MARGIN MAINTENANCE. Correspondent is responsible for
          assuring Customer's payment of Customer's initial margin requirements
          and of all amounts necessary to meet subsequent maintenance calls in
          each Customer Account, in order to insure compliance with Regulation T
          and the house rules of Penson. Such payment may be collected by
          Correspondent on Penson's behalf, or made directly to Penson at
          Correspondent's option. Correspondent is responsible for the payment
          of initial margin and of all amounts necessary to meet subsequent
          margin calls in each Correspondent Account. Penson shall have the
          unlimited right to buy in or sell out positions in Accounts whenever
          Penson, in its sole discretion, deems such action appropriate and
          despite whether, if the Account is a Margin Account, any such Account
          is then in compliance with applicable margin maintenance requirement
          or has requested an extension of time to make any payment required by
          Regulation T. Correspondent acknowledges that Penson has the right to
          demand payment on any debit balance and that Correspondent is
          responsible to Penson for any unsecured debit balance resulting from
          any failure of a Customer to make any such payments upon demand.

     (c)  MARGIN REQUIREMENTS. Initial margin arid margin maintenance
          requirements applicable to any margin account shall be in accordance
          with the house rules of Penson, rather than in accordance with any
          lower requirement of any law, any exchange or any regulatory agency.
          Penson may change the margin requirements applicable in any Account or
          class of accounts, as described in its house rules; Correspondent
          shall be responsible for advising its Customer of the changed
          requirements and for the payment by the Customer of any additional
          margin necessary to insure compliance with such increased
          requirements.

     (d)  LESSOR. In addition to, and not in limitation of, Correspondent's
          agreement to indemnify Penson pursuant to the provisions of Section
          10, Correspondent indemnifies and holds harmless Penson from and
          against any and all loss, cost,

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          expense and liability (including legal and accounting fees and
          expenses) sustained by Penson arising our of any of the following:

          (1)  any failure by any Customer to comply with the terms of its
               Customer Margin and Short Account Agreement with Penson;

          (2)  The failure of Correspondent or any Customer to comply with
               Regulation T;

          (3)  the failure of Correspondent to satisfy its obligations under
               this SECTION 3; or

          (4)  the failure of delivery of securities sold or failure of payment
               for securities purchased in accordance with the provisions of
               Regulation T; the return to Penson unpaid of any check given to
               Penson by Correspondent or any Customer; or the payment for
               and/or delivery of all "when issued" transactions which Penson
               may accept or execute for the Accounts.

4.   MAINTENANCE OF BOOKS AND RECORDS

     Penson will maintain stock records and other records on a basis consistent
with generally accepted practices in the securities industry and will maintain
copies of such records in accordance with the NASD and SEC guidelines for record
retention in effect from time to time. At the time this Agreement is executed
and annually thereafter, Penson will provide Correspondent with a list or
description of all exception or other reports that it offers to Correspondent
(see attached SCHEDULE B). Annually, Penson will provide Correspondent with a
list of those reports requested by or supplied to Correspondent and will provide
a copy of such notice to Correspondent's DEA. Penson and Correspondent shall
each be responsible for preparing and fling the reports required by the
governmental and regulatory agencies that have jurisdiction over each and Penson
and Correspondent will provide the other with such information, if any, which is
in the control of one party but is required by the other to prepare any such
report.

5.   RECEIPT, DELIVERY AND SAFEGUARDING OF FUNDS AND SECURITIES

     (a)  RECEIPT AND DELIVERY IN THE ORDINARY COURSE OF BUSINESS. Penson,
          acting on behalf of Correspondent, will receive and deliver all funds
          and securities in connection with transactions for Customer Accounts
          in accordance with the Customer's instructions to Correspondent.
          Correspondent shall be responsible for advising Customers of their
          obligations in deliver funds or securities in connection with each
          such transaction. Correspondent shall be responsible for any failure
          of any Customer to fulfill such obligation. Penson shall be
          responsible for the safeguarding of all funds and securities delivered
          to and accepted by it, subject to count and verification by Penson.
          However, Penson will not be responsible for any funds or securities
          delivered by a Customer or Correspondent, its agents or employees,
          until such funds or securities are physically delivered to Penson's
          premises and accepted by Penson or deposited in bank accounts

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          maintained in Penson's name. It is expressly understood and agreed,
          however, that Correspondent is responsible for compliance with the
          Currency and Foreign Transactions Reporting Act (31 U.S.C. Section
          5311 et seq.) and the rules and regulations promulgated thereunder (31
          C.F.R. Section 103.11, as amended, et seq.).

     (b)  CUSTODY SERVICES. Whenever Penson has been instructed to act as
          custodian of the securities in any Correspondent or Customer Account,
          or to hold such securities in "safekeeping," Penson may hold the
          securities in the Customer's name or may cause such securities to be
          registered in the name of Penson or its nominee or in the names of
          nominees of any depository used by Penson. Penson will perform the
          services required in connection with acting as custodian for
          securities in Correspondent and Customer Accounts, such as (i)
          collection and payment of dividends; (ii) transmittal and handling
          (through Correspondent) of tenders or exchanges pursuant to tender
          offers and exchange offers; (iii) transmittal of all proxy materials
          and other shareholder communications; and (iv) handling of exercises
          or expirations of rights and warrants, and of redemptions of
          securities.

     (c)  RECEIPT AND DELIVERY PURSUANT TO SPECIAL INSTRUCTION. Upon instruction
          from Correspondent or a Customer, Penson will make such transfers of
          securities or Accounts as may be requested. Correspondent shall be
          responsible for determining if any securities held in Correspondent or
          Customer Accounts are "restricted securities" or "control stock" as
          defined by the rules of the SEC and that orders executed for such
          securities are in compliance with applicable laws, rules and
          regulations.

     (d)  DRAFT-ISSUING AUTHORITY. At its discretion Penson may authorize
          certain of Correspondent's employees to sign drafts as drawer payable
          to Correspondent's Customers in amounts and pursuant to conditions as
          may be determined by Penson from time to time. Correspondent agrees
          that it will not request Penson to authorize someone to sign drafts
          who is not an employee of Correspondent. Correspondent further agrees
          that this authority shall not be granted by Penson until Correspondent
          has notified Penson in writing that it has established and will
          maintain and enforce supervisory procedures with respect to the
          issuance of such instruments. Correspondent agrees to fully indemnify
          Penson from the negligence, fraud, or mistakes of Correspondent or
          Correspondent's employees in connection with any draft issuing
          authority granted to them and Correspondent authorizes Penson to
          charge any Correspondent Account or any other assets of Correspondent
          held by Penson with the amount of any such losses. Notwithstanding
          SECTION 5(A), Penson will not be responsible for the safeguarding of
          funds withdrawn by Correspondent or Correspondent's employees pursuant
          to such draft issuing authority. Penson may withdraw this draft
          issuing privilege without notice at any time during the term of this
          Agreement. Notwithstanding anything herein to the contrary, Penson may
          at any time, at its sole discretion, despite any prior authorization,
          refuse payment on any draft for which Correspondent is drawer and
          Penson is payee.

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6.   CONFIRMATIONS AND STATEMENTS

     (a)  PREPARATION AND TRANSMISSION. Penson will prepare and send to
          Customers monthly statements of account (or quarterly statements if no
          activity occurs in an account during any quarter covered by such
          statement), which statements shall meet Penson's requirements as to
          format and quality and will indicate that Correspondent is the
          introducing broker for the Account. Penson will be responsible for
          preparing and transmitting confirmations, including the responsibility
          for compliance with the provisions of Rule 2230 of the NASD's Conduct
          Rules. Copies of all monthly or quarterly statements sent by Penson to
          Customers will be sent to Correspondent. Penson will also provide to
          Correspondent monthly statements of clearing services performed by
          Penson for Correspondent and Customer Accounts showing the fees
          charged for such services during the month as provided in SECTION 8.

     (b)  EXAMINATION AND NOTIFICATION OF ERRORS. Correspondent shall examine
          promptly all monthly statements of account, monthly statements of
          clearing services and other reports provided to Correspondent by
          Penson. Correspondent shall notify Penson of any error claimed by
          Correspondent in any Account in connection with (i) any transaction
          prior to the settlement date of such transaction, (ii) information
          appearing on daily reports within seven days of such report, and (iii)
          information appearing on monthly statements or reports within 30 days
          of Correspondents receipt of any monthly statement or report. Any
          notice of error shall be accompanied by such documentation as may be
          necessary to substantiate Correspondent's claim. Correspondent shall
          provide promptly upon Penson's request any additional documentation
          which Penson reasonably believes is necessary or desirable to
          determine and correct any such error.

7.   ACCEPTANCE OF ORDERS, EXECUTION OF TRANSACTIONS, OTHER SERVICES

     (a)  CUSTOMERS' ORDERS. Orders received by Correspondent can be executed by
          Correspondent or forwarded to Penson for execution. The party
          executing the order shall be responsible for errors in execution.
          Acceptance of orders from Customers shall be the responsibility of
          Correspondent and Correspondent shall be responsible for the
          authenticity of all orders. Correspondent shall advise each of its
          Customers that its relationship with Penson is solely that of an
          introducing broker in a clearing broker and that, except as set forth
          in SECTION 2(F) above, Correspondent bears all responsibility for the
          Customer's Account. Penson is not obligated to accept for execution
          any orders placed directly with Penson by a Customer. In addition,
          Penson is not obligated to accept any orders from Correspondent if
          Penson determines in good faith that it should not. Correspondent
          assumes the risk of failure by an over-the-counter dealer with which
          Correspondent executes an order in the event such dealer fails to
          perform and will reimburse Penson for any, loss incurred by it in the
          transaction.

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     (b)  TRANSACTIONS CLEARING. During the term of this Agreement, Penson will
          clear transactions on a fully disclosed basis for Accounts of
          Correspondent and the Customers that Correspondent introduces and
          Penson accepts as provided in SECTION 2(B); provided, however, that
          Penson is not obligated to clear any transactions for Correspondent or
          Correspondent's Customers if Penson determines in good faith that it
          should not.

     (c)  OTHER SERVICES. Penson will perform such other services, upon such
          terms and at such prices, as Penson and Correspondent may from time to
          time agree.

8.   FEES AND SETTLEMENTS FOR SECURITIES TRANSACTIONS

     (a)  COMMISSIONS: FEES FOR CLEARING SERVICES.

          (i)  Correspondent has provided to Penson its basic commission
               schedule and Penson will charge each Customer the commission
               shown on such schedule or which Correspondent otherwise directs
               Penson to charge on each transaction. Correspondent's basic
               commission schedule may be amended from time to time by written
               instructions to Penson from Correspondent. Penson shall be
               required to implement such changes only to the extent that they
               are within the usual capabilities of Penson's data processing and
               operations systems and only over such reasonable time as Penson
               may deem necessary or desirable to avoid disruption of Person's
               normal operational capabilities. Penson may charge Correspondent
               for changes in the basic commission schedule. Correspondent's
               basic commission schedule shall be within the format of Penson's
               computer system.

          (ii) Penson will charge Correspondent for clearing services according
               to the fee schedule set forth in SCHEDULE A attached hereto and
               incorporated herein for all purposes. Clearing charges may be
               modified from time to time by Penson without re-execution of this
               Agreement. To implement new charges, Penson will mail or telecopy
               a new SCHEDULE A to Correspondent. If Correspondent does not
               object to the new charges within ten (10) days of such mailing or
               telecopying, as provided below, the new charges shall become
               effective and the new SCHEDULE A shall become a part of and
               modify this Agreement without any further action by the parties.
               Upon such event Penson and Correspondent shall replace the
               previous Schedule A with the new SCHEDULE A. Correspondent may
               object to new charges by giving notice canceling this Agreement
               as provided under SECTIONS 12 and 20(M). During the pendency of
               such notice period, the previous charges shall continue to be
               effective until termination.

     (b)  SETTLEMENTS. Penson will collect commissions from Customers on behalf
          of Correspondent and through Correspondent. Penson may make payments
          to Correspondent against such commissions in advance of the monthly
          settlement

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          contemplated by this SECTION 8(B), the amount of such payment to be
          determined in Penson's sole discretion based upon Penson's experience
          with Correspondent.

          As soon as practicable after the end of each month, Penson will
          forward to the Correspondent a statement showing the amount of
          commissions and other amounts collected by Penson on Correspondent's
          behalf and all amounts due to Penson from Correspondent (including,
          without being limited to, clearing charges, other charges, other fees
          and Customer's unsecured debit items, however arising), together with
          the amount by which the total owed Correspondent exceeds the total
          owed Penson. If such statement indicates that Correspondent owes
          monies to Penson, Correspondent shall promptly pay Penson the amount
          by which the total owed Penson exceeds the total owed Correspondent.
          If Correspondent fails to make such payment on a timely basis, Penson
          shall have the right to charge any other Account maintained by Penson
          for Correspondent or any other assets of Correspondent held by Person
          (including the deposit required pursuant to SECTION 9 and positions
          and balances in Correspondent Accounts) for the net amount due Penson.
          Any failure by Penson to charge any Account or assets of Correspondent
          held by Penson shall not act as a waiver of Penson's right to demand
          payment of, or to charge Correspondent's Accounts for, the full amount
          due at any time.

9.   DEPOSIT

     Contemporaneously with the signing of this Agreement, Correspondent will
deliver cash or securities to Penson, as specified in SCHEDULE A attached, for
deposit in an account maintained by Penson (the "DEPOSIT ACCOUNT"). If at any
subsequent time Penson, in its sole discretion, requires an additional deposit,
Correspondent will deposit additional cash or securities in an amount specified
by Penson. Instead of making such additional deposit, Correspondent may reduce
Correspondent's business volume or modify the nature of the securities involved
in the Correspondent's transactions ("BUSINESS MIX") as specified by Penson. Any
failure by Penson to demand compliance with the requirement that Correspondent
either deposit additional amounts or modify Correspondent's business mix shall
not act as a waiver of Penson's right to demand compliance with such
requirements at any time. If the deposit is not adequately funded as required by
Penson, Penson may, in addition to all other rights under this Agreement,
transfer cash or securities of Correspondent held by Penson to the Deposit
Account. Correspondent agrees that if Penson, at its sole discretion, determines
it to be necessary, Penson shall accept only liquidating transactions for
Customer Accounts and that Correspondent will give notice of such fact to
Customers. If such notice is not given to Customers by Correspondent,
Correspondent agrees that Penson may give such notice to Customers. Penson shall
be entitled to set-off against any deposit in addition to any and all other
rights or remedies Penson may have under this Agreement or otherwise. The
deposit will be refunded to the Correspondent within thirty (30) days after
cancellation of the Agreement provided there has been no claim that does or
could give rise to a claim for indemnification under SECTION 10 of this
Agreement, thereby invoking the rights set forth under SECTION 10(C) of this
Agreement. Correspondent agrees that if this Agreement is terminated for any
reason, Penson may liquidate securities deposited and

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deduct from such deposit any amounts Correspondent owes Penson because of
failure to meet any of Correspondent's obligations under this Agreement.

10.  INDEMNIFICATION

     (a)  INDEMNITY.

          (i)  Correspondent agrees to indemnify and hold harmless Penson, each
               person who controls Penson within the meaning of the Securities
               Exchange Act of 1934 and any directors, officers, employees,
               agents and attorney's of Penson ("PENSON INDEMNIFIED PERSON")
               from and against all claims, demands, proceedings, suits and
               actions and all liabilities, losses, expenses and costs
               (including any legal and accounting fees and expenses) relating
               to Penson's defense of any failure, for any reason, fraudulent or
               otherwise, by Correspondent, Correspondent's employees,
               independent agents or contractors, or Customers to comply with
               any obligation under this Agreement or any other agreement
               executed and delivered to Penson in connection with Penson's
               performance of services hereunder and any act or failure to act
               by Penson Indemnified Persons, except any act or failure to act
               which is the result of gross negligence or willful misconduct on
               the part of any such Penson Indemnified Person. Without limiting
               the generality of the foregoing, such failure is explicitly
               intended by the parties to include failure resulting from (i)
               suspension of trading or bankruptcy or insolvency of any company,
               securities of which are held in a Customer's Accounts; (ii)
               failure by any Customer to maintain adequate margin; or (iii)
               breach of any obligation existing between Correspondent and a
               Customer of Correspondent or any law, rule or regulation of the
               United States, a state or territory thereof, the SEC. the Federal
               Reserve Board or other authority, applicable to any transaction
               contemplated by this Agreement.

          (ii) Penson shall indemnify and hold Correspondent harmless against
               any losses, claims, damages, liabilities or expenses including
               without limitation those asserted by Customers (which shall
               include, but not be limited to, all costs of defense and
               investigation and all attorney's fees) to which Correspondent may
               become subject, insofar as such losses, claims, damages,
               liabilities or expenses arise out of, or are based upon the gross
               negligence or willful misconduct of Penson or its employees in
               providing the services contemplated hereunder.

          (iii) Upon receipt by any indemnified party under this SECTION of
               notice of the commencement of any action, and if a claim is to be
               made against the indemnifying party under this SECTION, the
               indemnified party will promptly notify the indemnifying party.
               The omission to notify the indemnifying party will not relieve it
               from any liability that it may have to any indemnified party
               otherwise than under this SECTION 10(A)(III). In any such action
               brought against any indemnified party, the indemnifying party
               will

                                       12
<PAGE>

               be entitled to participate in and, to the extent that it may
               wish, to assume the defense thereof subject to the provisions
               herein stated, with counsel satisfactory to such indemnified
               party. After notice from the indemnifying party to such
               indemnified party of its election to assume the defense thereof,
               the indemnifying party will not be liable to such indemnified
               party under this SECTION for any legal or other expense
               subsequently incurred by such indemnified party in connection
               with the defense thereof other than reasonable costs of
               investigation. The indemnified party shall have the right to
               employ separate counsel in any such action and to participate in
               the defense thereof, but the fees and expenses of such counsel
               shall not be at the expense of the indemnifying party if the
               indemnifying party has assumed the defense of the action with
               counsel satisfactory to the indemnified party.

          (b)  SECURITY INTEREST AND AUTHORIZATION TO CHARGE. Correspondent
               grants to Penson a first lien and security interest in any
               Correspondent Account maintained by Penson and any other assets
               of Correspondent now or hereafter held by Penson and authorizes
               Penson to discharge such lien by charging such Account and assets
               with all amounts owing to Penson including, but not limited to,
               (i) any cost or expense resulting from failures to deliver or
               failures to receive, (ii) any losses resulting from unsecured
               debit balances in any Customer or Correspondent Account and (iii)
               any amounts to which Penson is otherwise entitled pursuant to the
               provisions of SECTION 10(A). Penson shall have discretion to
               liquidate or sell any securities without notice to Correspondent,
               and to determine which securities to sell. Such charge may be
               made against Correspondent Account or assets at any time and in
               such amount as Penson deems appropriate. No delay in charging any
               Correspondent Account or asset shall operate as a waiver of
               Penson's right to do so at any future time as and when Penson
               deems appropriate. Penson shall have the unlimited right to
               set-off any indebtedness or other obligations of Correspondent
               under this Agreement or otherwise (absolute or contingent,
               matured or unmatured) against any obligations of Penson to
               Correspondent, including from the Deposit Account (as described
               in SECTION 9) and/or any other money, securities, or other
               property of Correspondent in Penson's possession.

          (c)  RESERVES. In connection with any claim that does or could give
               rise to a claim for indemnification under this SECTION 10 for
               Penson or a Penson Indemnified Person Penson may, in its
               discretion, in addition to any and all other rights and remedies
               under this Agreement, reserve and retain any money, securities or
               other property of Correspondent pending a determination of such
               claim. The money, securities or other property of Correspondent
               set aside in such a reserve shall be subject to Penson's standard
               lien and security interest described in SECTION 10(B) above.

11.  UNDERTAKINGS OF CORRESPONDENT

     (a)  FINANCIAL STATEMENTS AND OTHER REPORTS. Correspondent will furnish to
          Person as soon as possible a copy of Correspondent's balance sheet and
          statement of earnings

                                       13
<PAGE>

          for the current fiscal year and for each of Correspondent's subsequent
          fiscal years. Each such balance sheet and statement of earnings shall
          be certified by independent public accountants. Correspondent also
          shall furnish Penson with copies of its monthly and quarterly Focus
          filings promptly after filing.

     (b)  OTHER CLEARING SERVICES. During the term of this Agreement
          Correspondent will not sign a clearing agreement with another clearing
          broker or dealer without prior written approval by Penson. However,
          Correspondent retains the right to continue its current business
          relations with other clearing firms.

     (c)  SUSPENSION OR RESTRICTION. In the event that Correspondent or any
          employee of Correspondent shall become subject to suspension or
          restriction by any regulatory body having jurisdiction over
          Correspondent and Correspondent's securities business, Correspondent
          will notify Penson immediately and Correspondent authorizes Penson to
          take such steps as may be necessary for Penson to maintain compliance
          with the rules and regulations to which Penson is subject.
          Correspondent further authorizes Penson, in any event, to comply with
          directives or demands made upon Penson by any exchange or regulatory
          body relative to Correspondent and Customers. In connection with such
          directives or demands, Penson may seek advice or legal counsel and
          Correspondent will reimburse Penson for reasonable fees end expenses
          of such counsel.

     (d)  FIXED PRICE OFFERINGS. Correspondent agrees that in making sales of
          Securities, as a part of a fixed price offering, it will comply with
          all applicable rules of the NASD, including, without limitation, the
          NASD's Interpretations with respect to Free-Riding and Withholding
          under Rules 2110 and 2740 of the NASD's Conduct Rules.

     (e)  CUSTOMER ORDERS. Correspondent represents that all orders received by
          Penson will be in accordance with its Customers' instructions. The
          parties hereto expressly agree that Penson shall not be responsible
          for investigation into the facts surrounding any transaction that it
          may have with Correspondent, or that Correspondent may have with its
          Customers or other persons, nor shall Penson be under any
          responsibility for compliance by Correspondent with any laws or
          regulations which may be applicable to Correspondent.

     (f)  INQUIRIES ON CERTIFICATES. Person agrees to act as Correspondent's
          direct inquirer under the Lost and Stolen Securities Program under
          Rule 17f-1 (17 C.F.R. 240.17f-1).

     (g)  PENSON FINANCIAL FUTURES, INC. Correspondent agrees that in the event
          that the assets in its Accounts, including the Deposit Account are
          insufficient to meet any obligations owed to Penson and Correspondent
          has one or more accounts with Penson Financial Futures, Inc. ("PENSON
          FUTURES"), the Penson is hereby authorized to have Penson Futures
          liquidate the assets of any such accounts to the extent necessary to
          pay such obligations, and to pay such amounts to Penson. Correspondent
          further authorizes Person to liquidate any Accounts to pay any

                                       14
<PAGE>

          obligations owed to Person Futures upon request by Person Futures
          after Person Futures' determination that the assets in Correspondent's
          accounts with Penson Futures, including its Deposit Account, are
          insufficient to meet the obligations owed to Penson Futures.

12.  TERMINATION OF AGREEMENT; TRANSFER OF ACCOUNTS

     (a)  EFFECTIVENESS. This Agreement shall remain in force for five (5) years
          from the date Correspondent first clears transactions at Penson. At
          anytime prior to the expiration of this initial term, Correspondent
          may extend the term of the Agreement for an additional five (5) years
          after the expiration of the initial term. Subsequent to this initial
          term, or to the extended term if extended, either party may terminate
          this Agreement by giving forty-five (45) days prior written notice to
          the other party.

     (b)  TERMINATION BY PENSON. Notwithstanding SECTION 12(A), Person may
          terminate this Agreement at any time on five (5) days written notice
          to Correspondent in the event that Correspondent:

          (i)  fails to comply with the terms of this Agreement and upon
               notification by Penson fails to begin compliance within 10 days
               from said notification; or

          (ii) is enjoined, prohibited or suspended, as a result of an
               administrative or judicial proceeding, from engaging in
               securities business activities constituting all or portions of
               Correspondent's securities business, which injunction,
               prohibition or suspension in Penson's judgment makes
               impracticable the fully disclosed clearing relationship
               established in this Agreement.

     (c)  AUTOMATIC TERMINATION. In addition to any other provisions for
          termination herein, this Agreement shall terminate immediately in the
          event that either Correspondent or Penson ceases to conduct its
          business or that Penson:

          (i)  is no longer registered as a broker/dealer with the SEC; or

          (ii) is no longer a member in good standing of the NASD; or

          (iii) is suspended by any national securities exchange of which Penson
               is a member for failure to comply with the rules and regulations
               thereof.

     (d)  CONVERSION OF ACCOUNTS. In the event that this Agreement is terminated
          for any reason, it shall be Correspondent's responsibility to arrange
          for the conversion of Correspondent and Customer Accounts to another
          clearing broker. Correspondent will give Penson notice (the
          "CONVERSION NOTICE") of:

          (i)  the name of the broker that will assume responsibility for
               clearing services for Customers and Correspondent;

                                       15
<PAGE>

          (ii) the date on which such broker will commence providing such
               services;

          (iii) Correspondent's undertaking, in form and substance satisfactory
               to Penson, that Correspondent's agreement with such broker
               provides than such broker will accept on conversion all
               Correspondent and Customer Accounts, then maintained by Penson;
               and

          (iv) the name of an individual within that organization who Penson can
               contact to coordinate the conversion. The Conversion Notice shall
               accompany Correspondent's notice of termination given pursuant to
               SECTION 11(A) or within thirty (30) days of the occurrence of an
               event specified in SECTION 12(C).

               If Correspondent fails to give the Conversion Notice to Penson,
               Penson may give to Customers such notice as .Penson deems
               appropriate of the termination of this Agreement and may make
               such arrangements as Penson deems appropriate for transfer or
               delivery of Customer and Correspondent Accounts. Correspondent
               will pay to Penson $3,000 in programming charges to process the
               conversion. In addition, Correspondent shall pay any costs
               incurred by Penson as billed by any third party vendors such as
               transfer agents, etc.

     (e)  SURVIVAL. Termination of this Agreement. shall not affect Penson's
          rights or liabilities relating to business transacted prior to the
          effective date of such termination. From the date of termination until
          transfer or delivery of all Customer and Correspondent Accounts,
          Penson's rights and liabilities relating to business transacted after
          such termination shall be governed by the same terms as those set
          forth in this Agreement. Termination of this Agreement pursuant to
          SECTIONS 12(B) or 12(C) shall not relieve Correspondent from payment
          to Penson for the remainder of the term as defined under SECTION 12(A)
          of the minimum clearing charges set forth in. SCHEDULE A of this
          Agreement.

     (f)  NO OBLIGATION TO RELEASE. Penson shall not be required to release to
          Correspondent any securities or cash held by Penson for Correspondent
          in one or more Correspondent Accounts until any amounts owing to
          Penson pursuant to the provisions of this Agreement are paid; and
          Correspondent's outstanding obligations hereunder to Person are
          determined, including determination of any disputed amounts, and
          satisfied; and any property of Penson in the possession of
          Correspondent is returned to Penson.

13.  CONFIDENTIAL NATURE OF DOCUMENTS

     All agreements, documents, papers, and data in any form, supplied by
Correspondent concerning Correspondent's business or Customers shall be treated
by Penson as confidential. To the extent such documents or data are retained by
Penson, they shall be kept in a safe place and shall be made available to third
parties only as authorized by Correspondent in writing or pursuant to any order
or request of a court or regulatory body having appropriate jurisdiction. Penson
shall give Correspondent prompt notice of the receipt by Penson of any such
order or

                                       16
<PAGE>

subpoena, unless prohibited from doing so by the issuing authority which notice
shall be given prior to Penson's compliance therewith. Such documents shall be
made available by Penson for inspection and examination by Correspondent's
auditors, by properly authorized agents or employees of any regulatory bodies or
commissions or by such other persons as Correspondent may authorize in writing.
Notwithstanding anything herein to the contrary, Correspondent expressly
authorizes Penson to supply any information requested relating to Correspondent,
its business, or its Customers to any regulatory body having appropriate
authority.

14.  NOTICE TO CUSTOMERS

     Subject to the requirements of the NASD's Conduct Rules, Correspondent
shall provide, or cause to be provided to every Customer upon the opening of a
Customer Account, notice of the existence and general terms of this Agreement.

15.  CUSTOMER COMPLAINT PROCEDURES

     Correspondent will be responsible for the initial handling of all Customer
complaints. Any customer who initiates a complaint with Penson will be referred
by Penson to Correspondent. Penson will forward any complaints received to
Correspondent's Designated Examining Authority ("DEA"). Penson will also notify
the Customer in writing that the complaint was received and was forwarded to
Correspondent and to Correspondent's DEA. If any such complaint is based upon an
alleged act or failure to act by Penson, Correspondent will notify Penson
promptly of such complaint and the basis therefor, and will consult with Penson
and the parties will cooperate in determining the validity of such complaint and
the appropriate action to be taken.

16.  REMEDIES CUMULATIVE

     The enumeration herein of specific remedies shall not be exclusive of any
other remedies. Any delay or failure by any party to this Agreement to exercise
any right; power, remedy or privilege herein contained, or now or hereafter
existing under any applicable statute or law, shall not be construed to be a
waiver of such right, power, remedy or privilege, nor to limit the exercise of
such right, power, remedy or privilege, nor shall it preclude the further
exercise thereof or the exercise of any other right, power, remedy or privilege.

17.  GUARANTEE

     The corporation or individual(s) who guarantee the obligations of
Correspondent under this Agreement by executing the signature lines designated
for such purpose at the end of this Agreement (the "GUARANTOR(S)"), in
consideration of Penson's entering into the Agreement, do(es) hereby personally
guarantee(s) (jointly and severally, if more than one) the performance by
Correspondent of the provisions of the Agreement (including without limitation
the indemnification provisions of SECTION 10) and shall promptly pay any amount
that is not paid by Correspondent to Penson under the Agreement. This is an
absolute, unconditional and unlimited guarantee of payment and may be proceeded
upon by Penson or a Penson Indemnified Person before fling any action against
Correspondent or after any action against Correspondent has been commenced
Guarantor(s) grants to Penson a first lien and security interest on any and all
money

                                       17
<PAGE>

and securities of a Guarantor(s) held by Penson. Penson shall have the unlimited
right to set-off any amounts owed to it by Guarantor(s) against any obligation
of Penson to Guarantor(s). Penson also shall have the unlimited right to set-off
any amount owed to it by Guarantor(s) against any obligation of Penson to
Guarantor(s). Penson also shall have the absolute and unlimited right to sell,
transfer, or liquidate any of the assets in any of Guarantor(s)' accounts with
Penson for any amount owed to it by Correspondent or Guarantor(s). The
obligations of the Guarantor(s) shall not be discharged or impaired or otherwise
affected by the failure of Penson or a Penson Indemnified Person to assert,
claim, demand or enforce any remedy under this Agreement nor by waiver,
modification or amendment of this Agreement or any compromise, settlement or
discharge of obligations of Correspondent under this Agreement, or any release
or impairment of any collateral by Penson or a Penson Indemnified Person.

     In addition, Guarantor(s) agrees that any rights that Person has under this
provision to sell, transfer, or liquidate any of the assets in any of
Guarantor(s)' Accounts with Penson for any amount owed to it by Correspondent
shall also apply to any amount owed by Correspondent to Penson Financial
Futures, Inc., upon request by Penson Financial Futures, Inc. after Penson
Financial Futures, Inc.'s determination that the assets in Correspondent's
accounts with Penson and Penson Financial Futures, Inc. including its Deposit
Accounts, are insufficient to meet the obligations owed to Penson Financial
Futures, Inc.

18.  RESPONSIBILITY FOR ERRORS; LIMIT ON LIABILITY; NO CONSEQUENTIAL DAMAGES

     In the general course of business, Person and Correspondent shall each be
responsible for correcting their own errors. In any action by Correspondent
against Penson for any claim arising out of the relationship created by this
Agreement, Penson shall only be liable to Correspondent in cases of gross
negligence or willful misconduct, and in such cases Penson shall only be liable
for the amount or actual monetary losses suffered by Correspondent.
Correspondent shall not, in any such action or proceeding, or otherwise, assert
any claim against Penson for consequential damages on account of any loss, cost,
damage or expense which Correspondent may suffer or incur related to
transactions in connection with this Agreement or otherwise, including, but not
limited to, any lost opportunity claims.

19.  PAIB PROVISION

     (a)  PAIB RESERVE CALCULATION. As the clearing broker for Correspondent,
          Penson agrees to perform the calculation for PAIB assets ("PAIB
          RESERVE COMPUTATION") in accordance with the customer reserve
          computation ("CUSTOMER RESERVE FORMULA") set forth in SEC Rule 15c3-3
          with the following modifications:

          (i)  Any credit (including a credit applied to reduce a debit) that is
               included in the customer reserve formula will not be included as
               a credit in the PAID reserve computation.

          (ii) Note E(3) to Rule 15c3-3a which reduces debit balances by 1%
               under the basic method and subparagraph (a)(1)(ii)(A) of the net
               capital rule which

                                       18
<PAGE>

               reduces debit balances by 3% under the alternative method will
               not apply to the PAIB reserve computation.

          (iii) Neither Note E(l) to Rule 15c3-3a nor NYSE interpretation/04 to
               item 10 of Rule 15c3-3a regarding securities concentration
               charges will be applied to the PAIB reserve computation.

     (b)  RESERVE COMPUTATION TIME FRAMES. The PAIB reserve computation will be
          prepared within the same time frames as those prescribed by Rule
          l5c3-3 for the customer reserve formula.

     (c)  PAIB ASSETS. The PAIB reserve computation will include all of the
          proprietary accounts of Correspondent covered by this Agreement. All
          PAIB assets will be kept separate and distinct from customer assets
          under the customer reserve formula in the Customer Protection Rule.

     (d)  PAIB RESERVE ACCOUNT. Penson will maintain a separate "Special Reserve
          Account for the Exclusive Benefit of Customers" with a bank in
          conformity with the standards of paragraph (f) of Rule 15c3-3 ("PAIB
          RESERVE ACCOUNT"). Cash and/or qualified securities as defined in the
          customer reserve formula will be maintained in the PAIB Reserve
          Account in an amount equal to the PAIB reserve requirement.

     (e)  PAIB CREDITS.

          (i)  Credits included in the PAIB reserve computation that result from
               the use of PAIB securities pledged to meet intra-day margin calls
               in a cross margin account established between The Options
               Clearing Corporation and any regulated commodity exchange can be
               reduced to the extent that the excess margin held by the other
               clearing corporation in the cross margin relationship is used the
               following business day to replace the PAIB securities that were
               previously pledged. In addition, balances resulting from a cross
               margin account which are segregated pursuant to the Commodities
               Future Trading Commission regulations need not be included in the
               PAIB reserve computation.

          (ii) Deposits received prior to a transaction pending settlement which
               are $5 million or greater for any single transaction or $10
               million in aggregate can be excluded as credits from the PAIB
               reserve computation if such balances are placed and maintained in
               a separate PAIB Reserve Account by 12 noon eastern time (ET) on
               the following business day. Thereafter, the money representing
               any such deposits may be withdrawn to complete the related
               transactions without performing a new PAIB reserve computation.

     (f)  DEPOSIT REQUIREMENTS. In the event the PAIB reserve computation
          results in a deposit requirement, the requirement can be satisfied to
          the extent of any excess

                                       19
<PAGE>

          debit in the customer reserve formula of the same date. However, a
          deposit requirement resulting from the customer reserve formula will
          not be satisfied with excess debits from the PAIB reserve computation.

     (g)  CREDIT BALANCES. A credit balance resulting from a PAIB reserve
          computation can be reduced by the amount that items representing such
          credits are swept into money market funds or mutual funds of an
          investment company registered under the Investment Company Act of 1940
          prior to 10 a.m. ET on the deposit date provided that the credits
          swept into any such fund are not subject to any right, charge,
          security interest, lien, or claim of any kind in favor of the
          investment company or Penson. Any credits which have been swept into
          money market funds or mutual funds must be maintained in the name of
          Correspondent or for the benefit of Correspondent. This treatment of
          credit balances applies only to the PAIB reserve computation.

     (h)  EXCLUSIONS FROM PAIB RESERVE COMPUTATION.

          (i)  Commissions receivable and other receivables of Correspondent
               from Penson (excluding clearing deposits) that are otherwise
               allowable assets under the Net Capital Rule will not be included
               in the PAIB reserve computation provided the amounts have been
               clearly identified as receivables on the books and records of the
               Correspondent and as payables on the books of Penson.

          (ii) The proprietary account of Correspondent that is a guaranteed
               subsidiary of a clearing broker or who guarantees a clearing
               broker (i.e., guarantees all liabilities and obligations) will be
               excluded from the PAIB reserve computation.

     (i)  CLEARING DEPOSITS. Clearing deposits required to be maintained at
          Penson may be included as debits in the PAIB reserve computation to
          the extent the percentage of the deposit which is based upon Penson's
          aggregate deposit requirements that relates to the proprietary
          business of the Correspondent can be identified. The clearing deposit
          does not represent an ownership interest.


     (j)  NOTIFICATION REQUIREMENTS.


          (i)  Within two business days of the execution of this Agreement,
               Correspondent will notify its designated examining authority
               ("DEA") in writing that it has entered into such agreement with
               Penson.

          (ii) Upon discovery that any deposit made to the PAIB Reserve Account
               does not satisfy its deposit requirement Penson shall by
               facsimile or telegram immediately notify its DEA and the
               Securities arid Exchange Commission ("SEC"). Unless a corrective
               plan is found acceptable by the SEC and the DEA, Penson will
               provide written notification within 5 business days of the date
               of discovery to Correspondent that PAIB assets held by Penson

                                       20
<PAGE>

          will not be deemed allowable assets for net capital purposes. In the
          event Correspondent wishes to continue to count its PAIB assets as
          allowable, it will have until the last business day of the month
          following the month in which notification is made to transfer all PAIB
          assets to another clearing broker. However, if the deposit deficiency
          is remedied before the time at which Correspondent must transfer its
          PAIB assets to another clearing broker, Correspondent may choose to
          keep its assets at Penson.

20.  MISCELLANEOUS

     (a)  TAX REPORTING. Penson shall be responsible for providing IRS Form 1099
          (or any successor form) and other information required to be reported
          by federal, state or local tax laws, rules or regulations, to Accounts
          solely with respect to events subsequent -to the effective date of
          this Agreement and for the mailing of same at Penson's expense.

     (b)  SCOPE OF SERVICES. Penson shall limit its services pursuant to the
          terms of this Agreement to those services expressly set forth herein
          and related thereto.


     (c)  MODIFICATION. This Agreement may be modified only by a writing signed
          by both parties to this Agreement. Such modification shall not be
          deemed as a cancellation of this Agreement. Subject to the NASD's
          Conduct Rules, this Agreement and all modifications may be required to
          be submitted to the NASD for approval prior to effectiveness, it is
          expressly understood that brokerage services cannot be provided. by
          Correspondent under this Agreement until such approval, if required,
          is received.

     (d)  ASSIGNMENT. This Agreement shall be binding upon all successors,
          assigns or transferees of both parties hereto, irrespective of any
          change with regard to the name of or the personnel of Correspondent or
          Penson. Any assignment of this Agreement shall be subject to the
          requisite review and/or approval of any regulatory or self-regulatory
          agency or body whose review and/or approval must be obtained prior to
          the effectiveness and validity of such assignment. No assignment of
          this Agreement shall be valid unless the non-assigning party, in its
          sole discretion consents to such an assignment in writing. Neither
          this Agreement nor any operation hereunder is intended to be, shall
          not be deemed to be, and shall not be treated as a general or limited
          partnership, association or joint venture or agency relationship
          between Correspondent and Penson.

     (e)  ACCOUNT DOCUMENTATION. Applicable laws and regulations require that
          Penson must have proper documentation and support for any Account
          opened on its books. If, after reasonable requests, the necessary
          documents to enable Penson to comply with such account documentation
          requirements of the laws and regulations have not been received by
          Penson; Correspondent shall receive notification that no further
          orders will be accepted for the Account involved.

                                       21
<PAGE>

     (f)  CONSTRUCTION. The construction and effect of every provision of this
          Agreement; the rights of the parties hereunder and any questions
          arising out of the Agreement; shall be subject to the statutory and
          common law of the state of Texas.

     (g)  ARBITRATION. In the event of a dispute between the parties, such
          dispute shall be settled by arbitration before arbitrators sitting in
          Dallas, Texas, in accordance with the rules of the Arbitration
          Committee of the NASD then in effect. The arbitrators may allocate
          attorneys' fees and arbitration costs between parties, and such award
          shall be final and binding between the parties and judgment thereon
          may be entered in any court of competent jurisdiction.

     (h)  HEADINGS. The headings preceding the text, articles and sections
          hereof have been inserted for convenience and reference only and shall
          not be construed to affect the meaning, construction or effect of this
          Agreement.


     (i)  ENTIRE AGREEMENT. This Agreement shall cover only the types of
          services set forth herein and is in no way intended nor shall it be
          construed to bestow upon Correspondent or Penson any special treatment
          regarding an other arrangements; agreements or understandings that
          presently exist between Correspondent and Penson or that may
          hereinafter exist. Correspondent shall be under no obligation
          whatsoever to deal with Penson or any of its subsidiaries or any
          companies controlled directly or indirectly by or affiliated with
          Penson, in any capacity other than as set forth in this Agreement.
          Likewise, Penson shall be under no obligation whatsoever to deal with
          Correspondent or any of its affiliates in any capacity other than as
          set forth in this Agreement. An Addendum to this Agreement does exist
          and is attached herewith.

     (j)  SEVERABILITY. If any provision or condition of this Agreement shall be
          held to be invalid or unenforceable by any court, or regulatory or
          self-regulatory agency or body, such invalidity or unenforceability
          shall attach only to such provision or condition. The validity of the
          remaining provisions and conditions shall not be affected thereby and
          this Agreement shall be carried out as if any such invalid or
          unenforceable provision or condition were not contained herein.

     (k)  FORCE MAJEURE. In addition to any excuse provided by applicable law,
          all parties hereto shall be excused from liability for non-performance
          of this Agreement arising from any event beyond any party's control,
          whether or not foreseeable by either party, including but not limited
          to, labor disturbance, war, fire, accident, adverse weather, inability
          to secure transportation, governmental act or regulation, inability to
          obtain raw materials or other causes or events beyond either party's
          control, whether or not similar to those enumerated above.

     (l)  INTERPLEADER. If Penson receives conflicting claims from
          Correspondent, a Customer and/or other persons regarding money,
          securities or other property held by Penson, Penson may, in its sole
          discretion, tender such money, securities or other property to a court
          of competent jurisdiction and institute an action in interpleader or
          other appropriate legal proceeding to determine the tights of the
          respective claimants.

                                       22
<PAGE>

          Penson shall have no liability to Correspondent or Customers in
          connection with any such action, and shall be entitled to
          reimbursement for its costs and expenses in connection with such
          action from Correspondent.

     (m)  NOTICE. For the purposes of any and all notices, consents, directions,
          approvals, restrictions, requests or other communications required or
          permitted to be delivered hereunder, Penson's address shall be:

               Attention:           Daniel P. Son

                                    President

                                    Penson Financial Services, Inc.

                                    1700 Pacific Avenue, Suite 1400

                                    Dallas, Texas 75201

               and Correspondents address shall be:

                                    Mr. Kevin Gagne

                                    Empire Financial Group, Inc.

                                    1385 West State Road 434

                                    Longwood, FL 32750

          Either party may provide such notice or change its address for notice
          purposes by giving written notice pursuant to registered or certified
          mail, return receipt requested, of the new address to the other party.

     (n)  COUNTERPARTS: NASD APPROVAL. This Agreement nay be executed in one or
          more counterparts, all of which taken together shall constitute a
          single agreement. When each party hereto has executed and delivered to
          the other a counterpart, this Agreement shall become binding on both
          parties, subject only to any required approval by the NASD. If
          required by the NASD, Penson shall submit this Agreement to the NASD
          promptly following execution and will notify, Correspondent, or cause
          Correspondent to be notified promptly upon receipt of such approval.

                                       23
<PAGE>


MADE AND EXECUTED AT _________ THIS ______ DAY OF ___________ 20__.

PENSON:                                 PENSON FINANCIAL SERVICES, INC.


                                        By: __________________________________
                                            Philip A. ____________, EVP
                                            1700 Pacific Avenue, Suite 1400
                                            Dallas, Texas 7501

CORRESPONDENT:

INDIVIDUAL:                                 __________________________________
                                            [Signature]

                                            __________________________________
                                            [Print Name]

                                            __________________________________
                                            [Address]
                                            __________________________________

ENTITY:                                     EMPIRE FINANCIAL GROUP, INC.
                                            __________________________________
                                            [Name]

                                            CORPORATION
                                            __________________________________
                                            [Type of Entity, i.e., corporation,
                                            partnership, etc.]

                                        By: __________________________________

                                        Its:__________________________________

                                            __________________________________
                                            [Address]
                                            __________________________________

                                       24
<PAGE>

GUARANTEE: The undersigned individual(s) or corporation hereby guarantee(s) the
obligations of Correspondent under the Agreement as provided in SECTION 17 of
the Agreement.

INDIVIDUAL GUARANTOR(S):                    __________________________________
                                            [Signature]

                                            __________________________________
                                            [Print Name]

                                            __________________________________
                                            [Signature]

                                            __________________________________
                                            [Print Name]

                                            __________________________________
                                            [Signature]

                                            __________________________________
                                            [Print Name]


CORPORATE GUARANTOR:                        EMPIRE FINANCIAL GROUP, INC.
                                            __________________________________
                                            [Name of Corporation]

                                        By: __________________________________

                                        Its:__________________________________

                                            __________________________________
                                            [Address]
                                            __________________________________

                                       25
<PAGE>
               ADDENDUM TO THE FULLY DISCLOSED CLEARING AGREEMENT

                                     BETWEEN

                         PENSON FINANCIAL SERVICES, INC.

                                       AND

                          EMPIRE FINANCIAL GROUP, INC.

                             (NAME OF CORRESPONDENT)

This is an Addendum dated April 7, 2003. ("ADDENDUM") to the Fully Disclosed
Clearing Agreement ("AGREEMENT") between Penson Financial Services, Inc. and
Empire Financial Group, Inc. (Name of Correspondent).

1.   SCHEDULE A to the Fully Disclosed Clearing Agreement ("AGREEMENT") will
     remain in force for five (5) years from the date of execution, and the fees
     paid to Penson contained therein may be changed only by mutual consent of
     the parties. Penson may pass through regulatory, clearing and exchange fees
     and changes to such fee without consent of Empire. Empire may extend the
     term of the contract for an additional five (5) years at its option anytime
     during the term of the Agreement.

2.   Empire may enter into sub-clearing agreements with other broker-dealers.
     Penson retains the right to approve such arrangements and to reject any
     such agreement at its sole discretion.

3.   In the event of an emergency at Empire's primary office location, which
     makes access to such space unavailable, Penson will provide Empire
     personnel with access to Penson's Dallas offices as a back-up site. Such
     access will be in accordance with Penson's standard office procedures, and
     will not include equipment or furniture. Penson will not charge for such
     allocated space for the term of the emergency.

4.   Subject to its standard credit policies, Penson will consider providing
     excess leverage, not to exceed 6:1 on an intra-day basis, to Empire.

5.   The monthly minimum charge of $5,000 will not be applicable until the
     completion of the tape-to-tape conversion between Empire's current clearing
     firm and Penson, unless such conversion occurs more than six months after
     the effective date of the Agreement. In such case, the minimum charge will
     begin to apply in the seventh month after the effective date of the
     Agreement.

PENSON FINANCIAL SERVICES, INC.             EMPIRE FINANCIAL GROUP, INC.

By: _____________________________           By: _______________________________

Printed Name: ___________________           Printed Name: _____________________
Title: __________________________           Title: ____________________________
Date:  __________________________           Date: _____________________________

                                       26