Exhibit 10.4

                           HUDSON HOLDING CORPORATION

              NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER

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

1.  Members.  The Board of Directors  shall  appoint a Nominating  and Corporate
Governance  Committee of at least two  "independent"  directors of the Board and
shall  designate  one  member as  chairperson.  "Independent  director"  means a
director  who  meets  the  definition  of  "independence"  under  the  rules and
regulations  of the  Securities  and Exchange  Commission and the American Stock
Exchange, as determined by the Board of Directors. Each member of the Nomination
and Corporate Governance Committee shall be subject to annual reconfirmation and
may be removed by the Board of Directors at any time.

2.  Purposes,   Duties  and  Responsibilities.   The  Nominating  and  Corporate
Governance  Committee  assists the Board of Directors in identifying,  screening
and recommending  qualified  candidates to serve as directors of the Company and
in   maintaining   oversight  of  the  Board  of   Directors'   operations   and
effectiveness.  Specifically,  the Nominating and Corporate Governance Committee
will:

      (a)  Recommend to the Board  candidates  for election or reelection to the
Board at each Annual Meeting of Shareholders of the Company.

      (b)  Recommend to the Board  candidates  for election by the Board to fill
vacancies occurring on the Board.

      (c) Establish  policies and procedures by which  shareholders may nominate
candidates for election as directors.

      (d) Consider shareholders' nominees.

      (e) Make recommendations to the Board concerning the selection criteria to
be used by the Committee in seeking nominees for election to the Board.

      (f) Aid in attracting qualified candidates to serve on the Board.

      (g)  Make   recommendations   to  the  Board   concerning  the  structure,
composition and functioning of the Board and all Board committees.

      (h) Review Board meeting  procedures,  including the  appropriateness  and
adequacy of the  information  supplied to  directors  prior to and during  Board
meetings.

      (i) Review and recommend retirement policies for directors.

<PAGE>

      (j) Review any outside  directorships  in other public  companies  held by
senior company officials.

      (k)  Periodically  receive  and  consider  recommendations  from  the  CEO
regarding succession at the CEO and other senior officer levels.

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

      (m) Review the Nominating and Corporate  Governance Committee Charter from
time to time and recommend any changes thereto to the Board.

      (n) Prepare a statement each year concerning  compliance by the Nominating
and Corporate  Governance Committee with the Nominating and Corporate Governance
Committee Charter for inclusion in the Company's proxy statement.

3.  Meetings.  The Nominating  and Corporate  Governance  Committee will meet as
often as it deems necessary or appropriate, in its judgment, either in person or
telephonically,  and as such times and places as the Committee  determines.  The
majority of the members of the  Nominating  and Corporate  Governance  Committee
constitute a quorum and shall be  empowered  to act on behalf of the  Nominating
and Corporate  Governance  Committee.  The Nominating  and Corporate  Governance
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 Nominating and Corporate  Governance  Committee as the
Nominating and Corporate  Governance  Committee  shall direct.  Minutes shall be
kept of each meeting of the  Nominating and Corporate  Governance  Committee and
any subcommittees thereof.


                                       2