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                                                                 EXHIBIT 10.20


                        NATIONAL SECURITIES CORPORATION
                              EMPLOYMENT AGREEMENT

         This Employment Agreement ("Agreement") is made and entered into this
22nd day of May, 1995, by and between NATIONAL SECURITIES CORPORATION, a
Washington corporation (the "Company"), and STEVEN A. ROTHSTEIN, an individual
("Executive").

                                    RECITALS

         A.      The Company desires to be assured of the association and
services of Executive for the Company.

         B.      Executive is willing and desires to be employed by the
Company, and the Company is willing to employ Executive, upon the terms,
covenants and conditions hereinafter set forth.

                                   AGREEMENT

         NOW, THEREFORE, in consideration of the mutual terms, covenants and
conditions hereinafter set forth, the parties hereto do hereby agree as
follows:

         1.      Employment.  The Company hereby employs Executive as Chairman,
subject to the supervision and direction of the Company's Board of Directors.

         2.      Term.  The term of this Agreement shall be for a period of
five (5) years commencing on the date hereof, unless terminated earlier
pursuant to Section 7 below.

         3.      Compensation; Reimbursement.

         3.1     Base Salary.  For all services rendered by Executive under
this Agreement, the Company shall pay Executive a base salary of the greater of
(i) $24,000 per annum; or (ii) 3% of the Company's commissions or other
revenues generated by certain brokers of the Company, or by the Company's
participation in business transactions, all of which brokers and transactions
shall be identified from time to time in Exhibit "A" appended hereto and made a
part hereof (the "Base Salary").

         3.2.    Additional Benefits.  In addition to the Base Salary,
Executive shall be entitled to all other benefits of employment now or
hereafter provided to the other chairmen of the Company, its operating
divisions or subsidiaries, including but not limited to family health insurance
and on-premises parking.

         3.3     Continuing Obligations.  All of the Company's compensation
obligations under this paragraph 3 shall continue through the term of this
Agreement.  All such compensation obligations shall survive the merger, sale,
acquisition or reorganization of the Company, and shall be binding upon any
affiliate or successor of the Company.


         4.      Scope of Duties.

         4.1     Assignment of Duties.  Executive shall have such duties as may
be assigned to him or her from time to time by the Company's Board of Directors

EMPLOYMENT AGREEMENT PAGE 1

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commensurate with his experience and responsibilities in the position for which
he is employed pursuant to Section 1 above.  Such duties shall be exercised
subject to the control and supervision of the Board of Directors of the
Company.

         4.2     Executive's Devotion of Time.  Executive hereby agrees to
devote his full time, abilities and energy to the faithful performance of the
duties assigned to him or her and to the promotion and forwarding of the
business affairs of the Company, and not to divert any business opportunities
from the Company to himself or herself or to any other person or business
entity.  Executive shall be entitled to not less than five (5) weeks of paid
vacation and not less than two (2) weeks of paid sick leave during each fiscal
year of the Company.

         4.3     Conflicting Activities.  For the term of this Agreement or
until Executive's employment hereunder terminates, whichever occurs first,
Executive hereby agrees to promote and develop all business opportunities that
come to his attention relating to current or anticipated future business of the
Company, in a manner consistent with the best interest of the Company and with
his duties under this Agreement.  Should Executive discover a business
opportunity that does not relate to the current or anticipated future business
of the Company, he shall first offer such opportunity to the Company.  Should
the Board of Directors of the Company not exercise its right to pursue this
business opportunity within a reasonable period of time, not to exceed thirty
(30) days, Executive may develop the business opportunity for himself;
provided, however, that such development may in no way conflict or interfere
with the duties owed by Executive to the Company under this Agreement.
Further, Executive may develop such business opportunities only on his own
time, and may not use any service, personnel, equipment, supplies, facility, or
trade secrets of the Company in their development.  As used herein, the term
"business opportunity" shall not include business opportunities involving
investment in publicly traded stocks, bonds or other securities, or other
investments of a personal nature.

         5.      Severance.  So long as this Agreement is in effect, Executive
shall at all times be entitled to severance benefits at least equal to those
provided to other chairmen of the Company, its operating divisions or
subsidiaries.  Additionally, and except as would be inconsistent with paragraph
7.2, upon termination of Executive's employment, Executive or Executive's
designees or heirs shall be entitled to all accrued but unpaid Base Salary as
provided in paragraph 3 of this Agreement.  Notwithstanding any other provision
of this Agreement to the contrary, for purposes of this paragraph 5, Base
Salary shall be accrued to the date of termination of employment.

         6.      Confidentiality of Trade Secrets and Other Materials.  Other
than in the performance of his duties hereunder, Executive agrees not to
disclose, either during the term of his employment by the Company or at any
time thereafter, to any person, firm or corporation any information concerning
the business affairs, the trade secrets or the customer lists or similar
information of the Company.  Any technique, method, process, technology or
customer compilation or list used by the Company shall be considered a "trade
secret" for the purposes of this Agreement.  Notwithstanding the foregoing, the
names and other information relating to the retail brokerage customers of
Executive who have been assigned Executive's A/E number shall not be considered
as "confidential information" for purposes of this Section 6 or any other
provision of this Agreement.





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         7.      Termination.
         7.1     Bases for Termination.

         (a)     Executive's employment hereunder may be terminated at any time
by mutual agreement of the parties.

         (b)     Executive's employment hereunder shall automatically terminate
on the last day of the month in which Executive dies.  If Executive becomes
permanently disabled and is unable to perform the essential duties defined in
paragraph 4 hereof (the "Duties") with or without accommodation, then
Executive's employment hereunder may be terminated.  "Permanent disability" as
used herein shall mean mental or physical disability or both, evidenced by:

                 (i)      a consecutive six month period of time during which
                 Executive is unable to perform the Duties with or without
                 accomodation; and

                 (ii)     medical documentation from Executive's attending
                 physician or a duly licensed independent physician selected by
                 the Company's Board of Directors, stating that Executive is
                 physically and/or mentally disabled from performing the
                 essential Duties with or without accomodation and that the
                 disabling condition is permanent and will not substantially
                 change or improve.

         (c)     Executive may terminate his or her employment hereunder by
giving the Company 60 days prior written notice, which termination shall be
effective on the 60th day following such notice.

         (d)     Executive's employment may not be terminated by the Company
against his or her will without a finding, by an impartial third person or
panel, of fraud, theft or defalcation.





         8.      Noncompete.  Executive covenants and agrees that during the
term of his employment hereunder and for a period of one (1) year thereafter
(the "Noncompetition Period"), Executive shall not, directly or indirectly
recruit, solicit or otherwise induce any officer or employee of the Company to
discontinue such relationship with the Company.  During the Noncompetition
Period, Executive shall hold in confidence and shall not disclose to anyone, or
use or otherwise exploit for his own benefit or the benefit of any person or
entity, any confidential or proprietary information of the Company, including,
without limitation, customer and vendor lists, financial statements and
information, trade secrets or marketing arrangements and plans, unless directed
to do so by order of any court; provided, however, that the terms of this
paragraph 8 shall not restrict Executive with respect to any Company customer
who has been assigned Executive's A/E number.

         9.      Miscellaneous.

         9.1     Transfer and Assignment.  This Agreement is personal as to
Executive and shall not be assigned or transferred by Executive without the
prior written





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consent of the Company.  This Agreement shall be binding upon and inure to the
benefit of all of the parties hereto and their respective permitted heirs,
personal representatives, successors and assigns.

         9.2     Severability.  Nothing contained herein shall be construed to
require the commission of any act contrary to law.  Should there by any
conflict between any provisions hereof and any present or future statute, law,
ordinance, regulation, or other pronouncement having the force of law, the
latter shall prevail, but the provision of this Agreement affected thereby
shall be curtailed and limited only to the extent necessary to bring it within
the requirements of the law, and the remaining provisions of this Agreement
shall remain in full force and effect.

         9.3     Governing Law.  This Agreement is made under and shall be
construed pursuant to the laws of the State of Washington.

         9.4     Counterparts.  This Agreement may be executed in several
counterparts and all documents so executed shall constitute one agreement,
binding on all of the parties hereto, notwithstanding that all of the parties
did not sign the original or the same counterparts.

         9.5     Entire Agreement.  This Agreement constitutes the entire
agreement and understanding of the parties with respect to the subject matter
hereof and supercedes all prior oral or written agreements, arrangements, and
understandings with respect thereto.  No representation, promise, inducement,
statement or intention has been made by any party hereto that is not embodied
herein, and not party shall be bound by or liable for any alleged
representation, promise, inducement or statement not so set forth herein.



         9.6     Modification.  This Agreement may be modified, amended,
superseded, or cancelled, and any of the terms, covenants, representations,
warranties or conditions hereof may be waived, only by a written instrument
executed by the party or parties to be bound by any such modification,
amendment, supersession, cancellation, or waiver.

         9.7     Arbitration.  Any controversy or claim arising out of or
relating to this Agreement, or breach thereof, shall, at the option of either
party hereto, be settled by arbitration before and pursuant to the Commercial
Rules of the American Arbitration Association.  Anything in the Commercial
Rules to the contrary notwithstanding, the parties may conduct limited
discovery of documents, propound not more than 35 written interrogatories,
including subparts, and conduct not more than three depositions, all such
discovery to be conducted in accordance with the Federal Rules of Civil
Procedure applicable to discovery of this type and under the supervision of the
arbitrator(s) who may expand, modify or revise the permitted discovery upon
application of either party and for good cause shown.  Such arbitration shall
be binding on the parties and shall occur in King County, Washington, and
judgment upon the arbitration award may be entered in any court of competent
jurisdiction.  This arbitration agreement shall not apply to any party seeking
preliminary or temporary injunctive relief and either party may pursue such
preliminary or temporary injunctive relief before any court of competent
jurisdiction as is appropriate in the circumstances.

     9.8     Attorneys' Fees and Costs.  In the event of any dispute arising out





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of the subject matter of this Agreement, the prevailing party shall recover, in
addition to any other damages assessed, its attorneys' fees and court costs
incurred in litigating or otherwise settling or resolving such dispute whether
or not an action is brought or prosecuted to judgment.  In construing this
Agreement, none of the parties hereto shall have any term or provision
construed against such party solely by reason of such party having drafted the
same.

         9.9     Wavier.  The waiver by either of the parties, express or
implied, of any right under this Agreement or any failure to perform under this
Agreement by the other party, shall not constitute or be deemed as a waiver of
any other right under this Agreement, or of any other failure to perform under
this Agreement by the other party, whether of a similar or dissimilar nature.

         9.10    Cumulative Remedies.  Each and all of the several rights and
remedies provided in this Agreement, or by law or in equity, shall be
cumulative, and no one of them shall be exclusive of any other right or remedy,
and the exercise of any one of such rights or remedies shall not be deemed a
waiver of, or an election to exercise, any other such right or remedy.




         9.11    Headings.  The section and other headings contained in this
Agreement are for reference purposes only and shall not in any way affect the
meaning and interpretation of this Agreement.

         9.12    Notices.  Any notice under this Agreement must be in writing,
may be telecopied, sent by express 24-hour guaranteed courier, or
hand-delivered, or may be served by depositing the same in the United States
mail, addressed to the party to be notified, postage-prepaid and registered or
certified with a return receipt requested.  The addresses of the parties for
the receipt of notice shall be as follows:

      If to the Company:                        National Securities Corporation
                                                1001 Fourth Avenue
                                                Suite 2200
                                                Seattle, Washington  98154
                                                Attn: Chief Executive Officer

      If to Executive:                          Steven A. Rothstein
                                                2737 Illinois Road
                                                Wilmette, Illinois  60091

      with copy to:                             Norman S. Lynn, Esq.
                                                Siegel, Lynn & Capitel, Ltd.
                                                60 Revere Drive
                                                Suite 800
                                                Chicago, Illinois  60062


Each notice given by registered or certified mail shall be deemed delivered and
effective on the date of delivery as shown on the return receipt, and each
notice delivered in any other manner shall be deemed to be effective as of the
time of actual delivery thereof.  Each party may change its address for notice
by giving





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notice thereof in the manner provided above.

         9.13 Fees and Expenses.  Fees and expenses incurred by Executive in
connection with the negotiation and execution of this Agreement shall be paid
by the Company.





         9.14    Effective Date.  This Agreement shall become effective as of
the date set forth on page 1 after the happening of the following events: (i)
this Agreement is signed by Executive and the Company; and (ii) closing of the
transactions contemplated by that certain Stock Purchase Agreement dated
February 7, 1995 between the Company and certain purchasers.  If any of these
events have not occurred by May 23, 1995, this Agreement shall be deemed to
have not become effective and shall thereafter be null and void and neither the
Company nor Executive shall have any obligation or liability hereunder except
for the obligation of the Company under paragraph 9.13 which shall survive this
Agreement.


         IN WITNESS WHEREOF, the parties hereto have caused this Employment
Agreement to be executed as of the date first set forth above.



         "Executive"                   NATIONAL SECURITIES CORPORATION



         _______________________       By:_______________________________
         Steven A. Rothstein                                 , President





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