Exhibit 10.2

                           HUDSON HOLDING CORPORATION

                             AUDIT COMMITTEE CHARTER

      The Board of  Directors  of Hudson  Holding  Corporation  (the  "Company")
hereby  establishes  the  Audit  Committee  of the Board of  Directors  with the
following purposes, authority, powers, duties and responsibilities:

1. Members.  The Board of Directors shall appoint an Audit Committee of at least
three (3) members,  all of whom shall be  "independent"  directors of the Board,
and shall designate one member as chair. "Independent director" means a director
who meets the definition of  "independence"  under the rules and  regulations of
the  Securities  and  Exchange  Commission  (the "SEC") and the  American  Stock
Exchange, as determined by the Board of Directors.

The chair of the Audit  Committee  must be financially  sophisticated  and shall
have  had  past  employment  experience  in  finance  or  accounting,  requisite
professional  certification in accounting or any other comparable  experience or
background  which  results  in  such  person's  financial   sophistication,   as
determined by the Board of Directors in accordance with applicable  regulations.
All other members of the Audit  Committee  must be  financially  literate and be
able to read and understand fundamental financial statements,  including balance
sheets,  income statements and cash flow statements,  as determined by the Board
of Directors in accordance with applicable rules and  regulations.  At least one
member of the Audit Committee  shall be an "audit  committee  financial  expert"
under  applicable  SEC  rules and  regulations,  as  determined  by the Board of
Directors.

Members of the Audit Committee may not receive any consulting, advisory or other
compensation  or fees  from  the  Company  except  as  permitted  by  rules  and
regulations of the SEC and the American Stock Exchange and may not be affiliated
persons of the Company or any of its subsidiaries.

Each  appointed  member  of the  Audit  Committee  shall be  subject  to  annual
reconfirmation  by the Board of  Directors  and may be  removed  by the Board of
Directors at any time.

2. Purposes,  Duties, and  Responsibilities.  The Audit Committee represents the
Board of Directors in discharging its responsibility relating to the accounting,
reporting and financial  practices of the Company and its subsidiaries.  In such
capacity, the Audit Committee has (i) direct responsibility for the appointment,
compensation,  retention (and  termination)  and oversight and evaluation of the
work of the  independent  auditors  employed  by the  Company for the purpose of
preparing or issuing  audit  reports or related  work,  performing  other audit,
review or attest  services for the Company,  (ii) oversight  responsibility  for
internal  controls,  accounting  and audit  activities  and the Code of Business
Conduct and Ethics and Compliance  Program of the Company and its  subsidiaries,
and (iii) prepare the report required by the rules and regulations of the SEC to
be in included in the  Company's  annual  proxy  statement.  However,  the Audit
Committee shall not relieve the Company's management of its responsibilities for
preparing financial statements which accurately and fairly present the Company's
financial  results and  conditions or the  responsibilities  of the  independent
accountants   relating  to  the  audit  or  review  of   financial   statements.
Specifically, the Audit Committee will:

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      (a)   Have  the   authority  and   responsibility   with  respect  to  the
            appointment, compensation, retention (and termination) and oversight
            and  evaluation of the work of the  independent  public  accountants
            employed as auditors of the Company for the purpose of  preparing or
            issuing audit  reports or related  work, or performing  other audit,
            review  or  attest  service  with  respect  to the  annual  audit in
            accordance with the Sarbanes-Oxley Act.

      (b)   Have the authority and  responsibility  of overseeing the accounting
            and financial  reporting  processes of the Company and the audits of
            the financial statements of the Company.

      (c)   Have the  authority  to approve in advance all audit  services to be
            provided by the independent accountants and the fees therefor.

      (d)   Have the authority to approve in advance any  non-audit  services to
            be provided by the independent accountants and the fees therefor.

      (e)   Review the  services to be provided by the  independent  auditors to
            assure that the independent auditors do not undertake any engagement
            for  services  for the  Company  that  would  constitute  prohibited
            services  or  could  be  viewed  as   compromising   the   auditors'
            independence.

      (f)   Be the body to which the  independent  auditors of the Company shall
            report directly.

      (g)   Ensure the receipt  from the  independent  auditors of the Company a
            formal written statement  delineating all relationships between such
            auditors and the Company  (consistent  with  Independence  Standards
            Board Standard 1).

      (h)   Ensure the  rotation  of lead,  concurring  and audit  partners  and
            observance  of the  applicable  rules and  regulations  required  by
            Section 203 of the Sarbanes-Oxley Act and SEC Release No. 33-8183.

      (i)   Receive  and  review  reports  from  the   independent   accountants
            regarding:  (i) all critical accounting policies and practices to be
            used;  (ii)  all  alternative  accounting  treatments  of  financial
            information  within generally  accepted  accounting  principles that
            have been  discussed with  management of the Company,  including the
            ramifications  of  the  use  of  such  alternative  disclosures  and
            treatments,   and  the  treatment   preferred  by  the   independent
            accountants; and (iii) other material written communications between
            the independent accountants and the management of the Company.


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      (j)   Review and discuss with management and the independent  auditors the
            scope of the audit and the results of the annual  audit  examination
            by  the  independent  auditors,  including  reviewing  the  specific
            disclosures  made in the  Management's  Discussion  and  Analysis of
            Financial Condition and Results of Operations and any reports of the
            independent  auditors,  and  recommend  to the  Board  of  Directors
            whether the audited  financial  statements should be included in the
            Company's Form 10-K.

      (k)   Review and discuss with management and the independent  auditors the
            Company's quarterly financial  statements prior to the filing of its
            Form  10-Q,  including  reviewing  the  results  of the  independent
            auditor's  review  of the  quarterly  financial  statements  and the
            specific disclosures made in Management's Discussion and Analysis of
            Financial Condition and Results of Operations.

      (l)   Review   information,   including   written   statements   from  the
            independent  auditors,  concerning  any  relationships  between  the
            independent auditors and the Company or any other relationships that
            may adversely affect the independence of the auditors and assess the
            independence of the auditors and make  recommendations  to the Board
            as to appropriate  action to be taken to oversee the independence of
            the auditors.

      (m)   Review and discuss with management and the independent  auditors any
            significant   financial  reporting  issues  and  judgments  made  in
            connection   with  the   preparation  of  the  Company's   financial
            statements,  including  any  significant  changes  in the  Company's
            selection or application of accounting principles.

      (n)   Review and discuss reports from the independent auditors required by
            applicable  rules  and  regulations  of  the  SEC  and  professional
            standards.

      (o)   Review the annual program for the Company's internal audits, if any,
            and review audit reports  submitted by the internal  auditing staff,
            if any.

      (p)   Periodically  discuss with the  independent  auditors the  Company's
            internal  controls,  including  their  recommendations,  if any, for
            improvement   in   the   Company's   internal   controls   and   the
            implementation  of  such   recommendations,   the  accuracy  of  the
            Company's  financial  statements  and other  matters  required to be
            discussed by Statement on Auditing Standards No. 61.

      (q)   Periodically  discuss with and receive  reports from management with
            respect to the Company's internal controls and review and access the
            adequacy  of  the  Company's   internal   controls,   including  any
            disclosures made to the Audit Committee by the Company's CEO and CFO
            during their  certification  process for the Company's Form 10-K and
            Form 10-Q.

      (r)   Review  changes  in  the  accounting  policies  of the  Company  and
            accounting  and financial  reporting  proposals that are provided by
            the independent  accountants  that may have a significant  impact on
            the Company's financial reports,  and make comments on the foregoing
            to the Board of Directors.


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      (s)   Oversee,  review and access the  adequacy of the  Company's  Code of
            Business  Conduct and Ethics and  Compliance  Program as well as the
            Company's  policies and  procedures  related  thereto,  on an annual
            basis.

      (t)   Review and assess the adequacy of the Audit Committee  Charter on an
            annual basis.

      (u)   Make reports and  recommendations  to the Board of Directors  within
            the scope of its functions.

      (v)   Approve material  contracts where the Board of Directors  determines
            that it has a conflict.

      (w)   Establish  and  oversee   procedures  for  receipt,   retention  and
            treatment   of   complaints   received  by  the  Company   regarding
            accounting,   internal  accounting  controls  or  auditing  matters,
            including  procedures for the confidential,  anonymous submission by
            employees of concerns regarding questionable  accounting or auditing
            matters.

      (x)   Have  authority  to  engage  independent  legal  counsel  and  other
            advisors which the Audit Committee deems necessary or appropriate to
            carryout  its  duties;  prepare a budget for the  operations  of the
            Audit  Committee;  and  maintain a separate  bank  account  for this
            purpose.

      (y)   Have the right to receive  adequate funding from the Company for the
            payment of  compensation  to any registered  public  accounting firm
            engaged for the purpose of  preparing  or issuing an audit report or
            performing  other audit,  review or attest services for the Company,
            for the payment of  compensation to legal counsel and other advisors
            employed  by the Audit  Committee,  and for  general  administrative
            expenses of the Audit Committee that are necessary or appropriate in
            carrying out its duties.

      (z)   Review and  monitor  all  related  party  transactions  which may be
            entered into by the Company.

      (aa)  Establish  policies for the hiring of employees and former employees
            of the independent auditors.

3.  Meetings.  The Audit  Committee  will meet on a regular  basis at least once
every  quarter,  and  will  hold  special  meetings  as it  deems  necessary  or
appropriate in its judgment.  However, the Audit Committee will meet at any time
that the independent  accountants believe that communication to the Committee is
required. Meetings may be held in person or telephonically, and shall be at such
times and places as the Audit Committee determines. As it deems appropriate, but
not less than once each year, the Audit  Committee will meet in private  session
with the  independent  accountants  and with the  Internal  Audit  Manager.  The
majority of the members of the Audit Committee  constitute a quorum and shall be
empowered to act on behalf of the Audit Committee. The Audit Committee may, from
time to time,  delegate  authority to  subcommittees  consisting  of one or more
members  as  it  shall  deem  appropriate,  subject  to  such  reporting  to  or
ratification by the Audit Committee as the Audit Committee shall direct. Minutes
shall be kept of each  meeting  of the  Audit  Committee  and any  subcommittees
thereof.


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