ASSET PURCHASE AGREEMENT

Exhibit 2.1

Execution Copy

ASSET PURCHASE AGREEMENT

by and between

SAI HOLDINGS, INC.

and

SCHONFELD SECURITIES, LLC

dated as of November 20, 2006

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ASSET PURCHASE AGREEMENT

     THIS ASSET PURCHASE AGREEMENT is entered into as of November 20, 2006 by and between SAI HOLDINGS, INC., a Texas corporation (“ Buyer ”), and SCHONFELD SECURITIES, LLC, a New York limited liability company (the “ Company ”).

RECITALS

     WHEREAS, the Company desires to sell and Buyer desires to purchase the Assets (but not the Retained Assets) of the Company on the terms and conditions set forth in this Agreement; and

     WHEREAS, the Company and Buyer desire to have the transactions contemplated hereby deemed to constitute a sale of a business and acknowledge the benefits of having such transactions deemed to be a sale of a business; and

     WHEREAS, the Company and Buyer each acknowledge that the sale of the business contemplated hereby is dependent upon Buyer operating the business without further competition from the Company and certain Affiliates of the Company for an extended period after the Conversion Date with respect to each Introducing Broker.

     NOW, THEREFORE, in consideration of the mutual covenants and obligations contained herein, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

     Section 1.01. Certain Defined Terms . As used in this Agreement, except as expressly provided herein or as the context otherwise requires:

     “ Accounts Receivable ” means (i) all trade accounts receivable and other rights to payment from customers of the Company and the full benefit of all security for such accounts or rights to payment, including all trade accounts receivable representing amounts receivable in respect of services rendered to customers of the Company, (ii) all other accounts or notes receivable of the Company and the full benefit of all security for such accounts or notes and (iii) any claim, remedy or other right related to any of the foregoing.

     “ Affiliate ” means, with respect to any Person, (i) a Person that controls, is controlled by, or is under common control with such Person (it being understood that a Person shall be deemed to “control” another Person, for purposes of this definition, if such Person directly or indirectly has the power to direct or cause the direction of the management and policies of such other Person, whether through holding beneficial ownership interests in such other Person, by Contract or otherwise) and (ii) if such Person is a natural person, any spouse or lineal descendant of such Person.

     “ Agreement ” means this Asset Purchase Agreement, including all recitals, Annexes, Exhibits and Schedules relating hereto, as may be amended from time to time.

     “ Ancillary Agreements ” means the Registration Rights Agreement, the Services Agreement, the Stockholder Agreement, the Execution Services Agreement, the Bill of Sale, Assignment and Assumption Agreement, the Termination/Compensation Payment Agreement, the Payment Guaranty Agreement and the Unconditional Guaranty Agreement, each entered into simultaneously herewith.

     “ Books and Records ” means all books of account and other financial records, files, documents, instruments, books and records relating principally to the Company, including the books and records required under Rules 17a-3 and 17a-4 of the Exchange Act and other applicable Law.

     “ Business Day ” means any day which is not a Saturday, a Sunday or any other day on which the New York Stock Exchange is authorized or required by law to close.

     “ Buyer Indemnified Parties ” means Buyer and each of its Affiliates, and their respective officers, directors, employees, agents and representatives.

     “ Buyer Material Adverse Effect ” means an effect that is materially adverse on the ability of Buyer to perform its obligations under or consummate the transactions contemplated by this Agreement.

     “ Clearing Agreements ” means any fully disclosed or omnibus clearing arrangements, any joint back office arrangements, or any other similar arrangements entered into by and between the Introducing Brokers and PFSI simultaneously herewith that will be binding and effective automatically upon the applicable Conversion Date.

     “ Code ” means the U.S. Internal Revenue Code of 1986, as amended.

     “ Company Indemnified Parties ” means the Company, the Manager and each of their respective Affiliates, officers and directors.

     “ Company Members ” means Schonfeld Group Holdings, LLC, the record and beneficial owner of all of the issued and outstanding Class A equity interests of the Company, and the record and beneficial owners of all of the remaining issued and outstanding voting equity interests of the Company.

     “ Competitive Business ” means the business of being a broker-dealer that provides clearing, carrying and financing services to correspondents; provided, however, that the business of conduit securities lending shall not be considered a “Competitive Business.”

     “ Confidentiality Agreement ” means that certain Non-Disclosure Agreement between PWI and the Company dated as of March 21, 2005.

     “ Contract ” means any agreement, lease, sublease, occupancy agreement, license, evidence of indebtedness, mortgage, indenture, instrument, security agreement, security interest,

guaranty, deed of trust or other contract obligation or commitment (whether written or oral), each as amended.

     “ Conversion Date ” means, for each Introducing Broker, the date upon which all of such Introducing Broker’s then current customers and proprietary accounts are converted to PFSI’s clearing software and beta testing has been completed.

     “ Debt ” means obligations in respect of (i) borrowed money, (ii) capitalized lease obligations, (iii) obligations under interest rate agreements and currency agreements, (iv) guaranties of any obligation of any third Person, (v) letters of credit and (vi) indemnities or performance bonds.

     “ Environmental, Health and Safety Liabilities ” means any cost, damages, expense, liability, obligation or other responsibility arising from or under any environmental law or occupational health and safety law.

     “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

     “ GAAP ” shall mean United States generally accepted accounting principles, as in effect from time to time and applied consistently throughout the applicable periods.

     “ Indemnified Person ” means the Person or Persons entitled to indemnification under Article X .

     “ Indemnifying Person ” means the Person or Persons obligated to provide indemnification under Article X .

     “ Introducing Brokers ” means each of the entities listed on Annex A , or individually, an “ Introducing Broker ”.

     “ IRS ” means the United States Internal Revenue Service.

     “ Knowledge ” means (i) with regard to a natural person, the actual knowledge of such individual as to a particular fact or matter and such knowledge of such fact or matter as a prudent individual could be expected to discover or otherwise become aware of after reasonable inquiry concerning the existence of such fact or matter and (ii) with regard to any other Person, the actual knowledge of each individual who is serving as a director, officer with a ranking of vice president or above, partner, executor or trustee of such Person (or in any similar capacity) as determined in accordance with the preceding clause (i).

     “ Law ” means any statute, law, constitutional provision, code, regulation, ordinance, rule, ruling, judgment, decision, order, writ, injunction, decree, permit, concession, grant, franchise, license, agreement, directive, binding guideline or policy or rule of common law, requirement of, or other governmental restriction of or determination by any Governmental Entity or any interpretation of any of the foregoing by any Governmental Entity.

     “ Liabilities ” means all Debt, and other liabilities of a Person of any kind, character or description, whether absolute or contingent, known or unknown, accrued or unaccrued, disputed

or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, vested or unvested, executory, determined, determinable or otherwise, and whether or not the same is required to be accrued on the financial statements of such Person.

     “ Lien ” means any encumbrance, mortgage, lien, claim, pledge, right of first refusal, charge or other security interest or similar limitation.

     “ Litigation ” means any actions, suits, arbitrations, proceedings, hearings, investigations or complaints of any kind of, in, or before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator.

     “ Loss ” or “ Losses ” means any and all losses, Liabilities, costs, claims, damages, penalties, interest and expenses (including reasonable attorneys’ fees and expenses and reasonable costs of investigation and litigation but excluding lost profits and consequential damages).

     “ Manager Principals ” means each of Andrew Fishman, Kathy Licursi, Mark Peters, Steven B. Schonfeld and William Vidro, each in his/her individual capacity.

     “ Material Adverse Effect ” means a material adverse effect on the financial condition, business, prospects, assets, liabilities or results of operations of the Company, Manager, Buyer or PWI, as the case may be, individually or in the aggregate, but shall not include any effect arising out of or resulting from (i) a change in general economic or financial conditions and/or (ii) a change affecting the securities markets or the brokerage industries in the United States generally; provided that any such change does not have a disproportionate effect on the Company, Manager, Buyer or PWI, as the case may be.

     “ Measurement Period Trigger Date ” means the first to occur of: (i) the Threshold Conversion Date to the extent that the Company notifies Buyer of its election to have the Threshold Conversion Date trigger the Anniversary Payment Date calculation for purposes of Section 3.01(b) ; (ii) the date that the Conversion Date with respect to the last Introducing Broker occurs; and (iii) January 1, 2008.

     “ NASD ” shall mean the NASD (f/k/a the National Association of Securities Dealers, Inc.).

     “ Non-Competition Agreements ” means those certain non-competition and non-solicitation agreements entered into by and between Buyer and the Manager Principals simultaneously herewith.

     “ OEE Agreement Approval ” shall mean final approval, if required, by the New York Stock Exchange of the Omnibus Equity Execution Agreement between PFSI and Schon-Ex, LLC (the “ OEE Agreement ”).

     “ Payment Guaranty Agreement ” means that certain Unconditional Guaranty Agreement made as of even date herewith by the Company, the Manager and Steven B. Schonfeld, in his individual capacity, in favor of PFSI.

     “ Permitted Liens ” means (i) Liens for Taxes not yet due and payable, (ii) mechanics’, materialman’s, carriers’, workers’, repairers’, landlords’ and similar Liens arising or incurred in the ordinary course of business, (iii) zoning, entitlement, building and other land use regulations that are not violated by current occupancy or use and (iv) customary covenants, conditions, restrictions, easements and similar restrictions of record affecting title that do not impair current occupancy or use.

     “ Person ” means an individual, corporation, partnership, trust, limited liability company, a branch of any legal entity, unincorporated organization, joint stock company, joint venture, association, other entity or Governmental Entity.

     “ PFSI ” means Penson Financial Services, Inc., a North Carolina corporation.

     “ Post-Transfer Period ” means any taxable period or portion thereof beginning after the applicable Conversion Date. If a taxable period begins on or before the applicable Conversion Date, and ends after the applicable Conversion Date, then the portion of the taxable period that begins on the day following the applicable Conversion Date shall constitute a Post-Transfer Period.

     “ Pre-Transfer Period ” means any taxable period or portion thereof that is not a Post-Transfer Period.

     “ PWI ” means Penson Worldwide, Inc., a Delaware corporation.

     “ Records ” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

     “ SEC ” means the United States Securities and Exchange Commission.

     “ Securities Act ” means the Securities Act of 1933, as amended.

     “ SRO ” means any domestic or foreign securities broker-dealer self-regulatory organization.

     “ Subsidiary ” means, with respect to any Person, any other Person (i) of which such Person (either alone or through or together with one or more of such first Person’s other Subsidiaries) owns or has rights to acquire, directly or indirectly, more than fifty percent (50%) of the stock or other equity interests the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such other Person or (ii) any other Person over which such Person directly or indirectly has the power to direct or cause the direction of the management and policies of such other Person, whether through holding beneficial ownership interests in such other Person, by Contract or otherwise.

     “ Tax ” or “ Taxes ” means all federal, state, local, or foreign net or gross income, gross receipts, net proceeds, sales, use, ad valorem, value added, franchise, withholding, payroll, employment, excise, property, deed, stamp, alternative or add-on minimum, environmental, profits, windfall profits, transaction, license, lease, service, service use, occupation, severance, energy, unemployment, social security, worker’s compensation, capital, premium, or other taxes,

assessments, customs, duties, fees, levies, or other governmental charges of any nature whatever, whether disputed or not, together with any interest, penalties, additions to tax, or additional amounts with respect thereto.

     “ Tax Return ” means a report, return or other information (including any amendments) required to be supplied to a Taxing Authority with respect to Taxes.

     “ Taxing Authority ” means any governmental agency, board, bureau, body, department, or authority of any United States federal, state, or local jurisdiction or any foreign jurisdiction, having jurisdiction with respect to any Tax.

     “ Termination/Compensation Payment Agreement ” means that certain agreement entered into as of even date herewith by and among Opus Trading Fund LLC, Quantitative Trading Strategies, LLC and PFSI.

     “ Threshold Conversion Date ” means the date upon which each of (i) the Introducing Brokers accounting for 95.0% of the aggregate average monthly share volume (or share volume equivalents) of all of the Introducing Brokers (measured on a historical basis for the five month period ending May 31, 2006) are converted to PFSI’s clearing software, beta testing has been completed and all of the customers of such Introducing Broker that have not objected to such conversion have been converted.

     “ Unconditional Guaranty Agreement ” means that certain Unconditional Guaranty Agreement made as of even date herewith by the Manager in favor of Buyer and PFSI.

     Section 1.02. Other Defined Terms . The following terms have the meanings given thereto in the Sections set forth below:

     Section 1.03. Construction . Unless otherwise expressly provided herein or unless the context of this Agreement clearly requires otherwise, (a) words using the singular or plural number also include the plural or singular number, respectively, (b) the use of any gender herein shall be deemed to include the other genders, (c) references herein to “Preamble,” “Recitals,” “Schedules,” “Articles,” “Sections,” “subsections” and other subdivisions without reference to a document are to the Preamble or specified Recitals, Schedules, Articles, Sections, subsections and other subdivisions of this Agreement, (d) a reference to a subsection without further reference to a Section is a reference to such subsection as contained in the same Section in which the reference appears, and this rule shall also apply to other subdivisions within a Section or subsection, (e) the words “herein,” “hereof,” “hereunder,” “hereby” and other words of similar import refer to this Agreement as a whole and not to any particular provision, (f) any reference to a document shall, unless otherwise indicated, include the phrase “as amended, “ and (g) the words “include,” “includes” and “including” are deemed to be followed by the phrase “without limitation”. All accounting terms used and not expressly defined herein shall have the meanings given to them under GAAP.

ARTICLE II

PURCHASE OF ASSETS

     Section 2.01. Purchase and Sale of the Assets . Subject to the terms and conditions set forth herein, at the Closing (or at the applicable Conversion Date if otherwise expressly provided in this Section 2.01 ), the Company shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall accept and purchase, free and clear of any Liens, all of the Company’s right, title and interest in and to all of the Company’s properties, assets, powers and rights of any type, kind or nature, whether tangible or intangible, and wherever located (other than the Retained Assets and collectively, the “ Assets ”) used in connection with, arising out of, or otherwise related to the operation or conduct of the Company’s clearing and joint back office operations (collectively, the “ Business ”) including, without limitation, the following:

          (a) the Clearing Agreements (for the purpose of clarity, it is understood that PFSI has entered into Fully Disclosed Clearing Agreements and certain ancillary agreements in connection therewith with each of the Introducing Brokers simultaneously herewith that will become effective upon the applicable Conversion Date for each Introducing Broker whereupon the existing Clearing Agreement between the Company and the applicable Introducing Broker will terminate);

          (b) on the Conversion Date with respect to each individual Introducing Broker, all clearing deposits, cash, securities and other assets of such Introducing Broker held by the Company and all rights of the Company for refunds and rights to offset in respect thereof arising after such Introducing Broker’s applicable Conversion Date;

          (c) Intentionally Omitted;

          (d) all Material Contracts listed on Schedule 2.01(d) ;

          (e) (i) all data and Records generated or used in connection with the operation of the Business, including client and customer lists and Records, personnel records for the Business Employees, (ii) referral sources, research and development reports and Records, financial and accounting Records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and any other documents generated or used in connection with the operation of the Business and/or (iii) the Records listed on Schedule 2.01(e) ; and

          (f) all claims of the Company against third parties relating to the Assets, whether choate or inchoate, known or unknown, contingent or non-contingent, each as shall arise and shall be based upon actions or inactions occurring after the applicable Conversion Date, and all such claims listed in Schedule 2.01(f).

     Notwithstanding the above, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability unless Buyer expressly assumes that Liability hereunder.

     Section 2.02. Retained Assets .

     Notwithstanding anything to the contrary contained in Section 2.01 or elsewhere in this Agreement, all of the following assets of the Company (collectively, the “ Retained Assets ”) are not part of the sale and purchase contemplated hereunder, are excluded from the Assets and shall remain the property of the Company after the Closing, including:

          (a) all minute books, stock Records and corporate seals;

          (b) all membership interests of the Company;

          (c) all Company data and Records not generated or used in connection with the operation of the Business;

          (d) those rights relating to deposits with regulators and other clearing firms, and other deposits, prepaid expenses and claims for refunds and rights to offset in respect thereof;

          (e) all insurance policies and rights thereunder;

          (f) all Contracts, including Material Contracts, not listed in Schedule 2.01(d) ;

          (g) all personnel Records and other Records that the Company is required by law to retain in its possession;

          (h) all tools, furniture, office equipment, computer hardware, supplies, materials, vehicles owned or leased by the Company, together with any express or implied warranty by the manufacturers or sellers or lessors of any item or component part thereof and all maintenance records and other documents relating thereto.

          (i) all claims for refund of Taxes and other governmental charges of whatever nature and all claims arising under the existing Clearing Agreements between the Company and the Introducing Brokers prior to the applicable Conversion Date with respect to each individual Introducing Broker;

          (j) all rights in connection with and assets of the Company Plans; and

          (k) all rights of the Company under this Agreement and the Ancillary Agreements.

     Section 2.03. Approvals. Notwithstanding anything to the contrary contained herein, (x) the Company shall not transfer any of the Assets to Buyer, (y) none of the Clearing Agreements shall become effective, and (z) none of the existing agreements between the Company and the Introducing Brokers shall terminate, unless and until all applicable regulatory filings have been made, all applicable regulatory waiting periods have expired and/or the parties have received all applicable approvals required for the transactions contemplated by this Agreement as set forth on Schedule 2.03 and Schedule 5.03 .

     Section 2.04. Retained Liabilities . The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by the Company. “ Retained Liabilities ” shall mean every Liability of the Company, including:

          (a) any Liability arising out of or relating to products or services of the Company to the extent sold or performed prior to the applicable Conversion Date;

          (b) any Liability under the existing Clearing Agreements between the Company and the Introducing Brokers that arises after the applicable Conversion Date;

          (c) any Liability for Taxes, including (i) any Taxes arising as a result of the Company’s operation of its business or ownership of the Assets prior to the applicable Conversion Date, (ii) any Taxes that will arise as a result of the sale of the Assets pursuant to this Agreement and (iii) any deferred Taxes of any nature;

          (d) any Liability under any Contract not assumed by Buyer under Section 2.01 , including any Liability arising out of or relating to the Company’s credit facilities or any security interest related thereto;

          (e) any Environmental, Health and Safety Liabilities arising out of or relating to the operation of the Company’s business or the Company’s leasing, ownership or operation of real property;

          (f) any Liability under the Benefit Plans or relating to payroll, vacation, sick leave, workers’ compensation, unemployment benefits, pension benefits, employee stock option or profit-sharing plans, health care plans or benefits or any other employee plans or benefits of any kind for the Company’s employees or former employees or both;

          (g) any Liability under any employment, severance, retention or termination agreement with any employee of the Company or any of its Affiliates;

          (h) any Liability arising out of or relating to any employee grievance (expressly excluding claims made by employees of the Company hired by Buyer or any of its Affiliates with respect to grievances related to such employee’s employment by Buyer);

          (i) any Liability of the Company to any Company Member or Affiliate of the Company;

          (j) any Liability to indemnify, reimburse or advance amounts to any officer, director, employee or agent of the Company;

          (k) any Liability to distribute to any of the Company’s Members or otherwise apply all or any part of the consideration received hereunder;

          (l) any Liability arising out of any proceeding pending as of the Closing Date (or the applicable Conversion Date);

          (m) any Liability arising out of any proceeding commenced after the Closing Date (or the applicable Conversion Date) and arising out of or relating to any occurrence or event happening prior to the Closing Date (or the applicable Conversion Date);

          (n) any Liability arising out of or resulting from the Company’s compliance or noncompliance with any Law or order of any Governmental Entity;

          (o) any Liability relating to any Company Debt;

          (p) any Liability of the Company under this Agreement or any other document executed in connection with the transactions contemplated hereunder; and

          (q) any Liability of the Company based upon the Company’s acts or omissions occurring after the Closing Date (or the applicable Conversion Date with respect to a Liability related to an Introducing Broker and/or the Business).

     Section 2.05. Activities Prior to Conversion of Individual Introducing Brokers . The parties hereby agree and acknowledge that prior to the applicable Conversion Date for each Introducing Broker, the Company shall continue to perform all obligations, provide all services, collect all revenue, incur all liabilities, pay all expenses and otherwise perform the function of the clearing broker pursuant to the terms and conditions of the existing clearing agreement between the Company and such Introducing Broker.

ARTICLE III

CONSIDERATION

     Section 3.01. Purchase Price . As consideration for the sale, transfer and assignment of the Assets, PWI shall issue to the Company or the Manager, as designated by the Company, the number of shares of PWI’s common stock (the “ PWI Stock ”) as set forth below (collectively, the “ Purchase Price ”). Any issuance of PWI Stock shall be subject to any applicable legal or regulatory approvals. In addition, the parties acknowledge and agree that PWI shall under no circumstances issue PWI Stock to the Company and/or the Manager in excess of nineteen and 99/100 percent (19.99%) of the issued and outstanding shares of capital stock of PWI at the time of issuance. In the event that (x) PWI is unable to issue PWI Stock when and as indicated below due to such legal or regulatory impediments (including, for purposes of clarification, the 19.99% limitation set forth above), and/or (y) on the applicable Anniversary Payment Date the PWI stock is not then actively traded on a national securities exchange and the closing price therefor is not quoted in the Wall Street Journal or a successor publication, then at such time Buyer shall make a cash payment to the Company or the Manager, as designated by the Company, in a timely manner in lieu of such issuance of PWI Stock, in an amount calculated pursuant to Section 3.01(b) hereof.

     (a) On January 1, 2007, PWI will issue to the Company or the Manager, as designated by the Company, 1,085,294 shares of PWI Stock (the “ Initial Consideration ”). Notwithstanding the foregoing obligation, in the event that on or before December 31, 2006, a

Buyer Indemnified Party asserts in good faith a claim for indemnification against the Company pursuant to and in accordance with the terms of Article X, upon written notice to the Company given on or before December 31, 2006, Buyer shall have the right, but not the obligation, to withhold from delivery of the Initial Consideration such number of shares of PWI Stock as shall be reasonably necessary to satisfy the indemnification claim (based upon the then current value of the PWI Stock and the amount of the indemnification claim) until (i) the indemnification claim is resolved, or (ii) the Company shall post an alternative security that shall be reasonably sufficient to satisfy the indemnification claim. In the event that Buyer elects to withhold shares of PWI Stock pursuant to this Section 3.01(a) and the indemnification claim is ultimately resolved in favor of the Company by final judgment of a court of competent jurisdiction, then in such event in addition to the shares of PWI Stock to be delivered upon resolution of such indemnification claim, Buyer shall also pay to the Company or the Manager, as designated by the Company, in cash an amount equal to any decrease in the value of the shares of PWI Stock that were withheld between January 1, 2007 and the date that such shares of PWI Stock are delivered. Buyer’s election to deliver all or part of the Initial Consideration shall not be deemed a waiver of any other rights Buyer may have hereunder, including, without limitation, the right of a Buyer Indemnified Party to assert a claim under Article X.

     (b) Within sixty (60) days after each Anniversary Payment Date (ninety (90) days if the Anniversary Payment Date would otherwise occur in the month of December), PWI shall issue to the Company or the Manager, as designated by the Company, that number of shares of PWI Stock that in value equals, for the period of twelve (12) complete calendar months immediately prior to such Anniversary Payment Date (each, a “ Measurement Period ”), nine (9) times Actual Net Income times twenty percent (20%). An “ Anniversary Payment Date ” shall occur on each of: (i) the earlier of (A) the first anniversary of the first day of the second calendar month following the calendar month during which the last Conversion Date occurs, and (B) at the Company’s option, (x) the first anniversary of the first day of the calendar month following the calendar month during which the Threshold Conversion Date occurs, or (y) January 1, 2008; and (ii) the first, second and third anniversaries of the first Anniversary Payment Date as determined pursuant to clause (i) above. The aggregate of all such payments to be made pursuant to this Section 3.01(b) ( exclusive of the Initial Consideration for purposes of such calculation) will at no time exceed the Payment Cap Amount.

     For purposes of the calculations noted above:

               “ Actual Net Income ” means net income, as calculated in accordance with the formula and model attached hereto as Schedule 3.01-1 , as the same may be modified and amended from time to time as appropriate and agreed to by the parties, from all revenue arising under the Clearing Agreements, including, without limitation, net financing revenue, equity clearing revenue, futures clearing revenue, option clearing revenue and other clearing revenue (reduced by all costs associated with servicing the Introducing Brokers under the Clearing Agreements). To the extent approved in writing by Buyer in advance (such approval not to be unreasonably withheld or delayed), the Company shall receive credit for net income attributable to any new customers, as further defined below (the “ New Customers ”). In addition to New Customers with respect to which the Company receives Buyer’s approval as provided above, each of the following shall be considered New Customers and shall not require Buyer’s consent:

     (1) The entities, groups and individuals set forth on Schedule 3.01-2 hereto; provided , however , that for any of such entities that are currently broker-dealers, Buyer’s approval (not to be unreasonably withheld or delayed) shall be required at any point after the second (2nd) anniversary of the last Conversion Date prior to such customers being deemed New Customers.

     (2) Any customers in which the Company or its Affiliates, by reason of an acquisition, merger, consolidation, investment, loan or similar vehicle, have an ownership or economic interest, so long as such ownership or economic interest either (x) entitles the Company or its Affiliates to at least twenty-four and 99/100 percent (24.99%) of such customer’s business, operating or trading profits or (y) requires the Company or its Affiliates to fund, directly or indirectly, at least twenty-four and 99/100 percent (24.99%) of such customer’s operating or trading capital.

     (3) Any customer of the Company or its Affiliates who as of the date hereof is included in the business of the Company or its Affiliates, but changes or reorganizes its business form (including, without limitation, customers that are not currently broker-dealers, but subsequently become broker-dealers); provided , however , that such change or reorganization is not designed to controvert any provision of this Agreement.

          Notwithstanding anything to the contrary set forth above, the Company shall not receive credit for net income for business sourced from customers of PFSI and its Affiliates or their respective customers and Affiliates after the Closing Date.

      " Payment Cap Amount ” means:

                     provided, however , that the Payment Cap Amount limitation shall only apply if, with respect to any such 12 complete calendar month period, Actual Net Income is less than Nine Million Two Hundred Twenty-Five Thousand Dollars ($9,225,000) (the

     “ Threshold Amount ”). If on the seventh (7th) anniversary of the first day of the 12 complete calendar month period immediately prior to the first Anniversary Payment Date, (x) any payments due hereunder have been limited by the Payment Cap Amount and (y) Actual Net Income during the seven (7) year period commencing on the first day of the 12 complete calendar month period immediately prior to the first Anniversary Payment Date is at least equal to Ten Million Two Hundred Fifty Thousand Dollars ($10,250,000) measured on an average basis over such seven year period (the “ Average ANI Amount ”), then PWI will issue to the Company the number of shares of PWI Stock in value (determined on the seventh anniversary of the first day of the 12 complete calendar month period immediately prior to the first Anniversary Payment Date) equal to the aggregate amount of any reductions caused by the implementation of the Payment Cap Amount within sixty (60) days (or ninety (90) days in the event the measurement period ends in December) after the end of such seven year period.

     Notwithstanding anything to the contrary contained in the immediately preceding paragraph, in the event that at any time prior to the fourth (4th) Anniversary Payment Date the Company exercises its right to sell the institutional brokerage division of its business (the “ IBS Division ”) (whether by sale of assets, merger, consolidation or otherwise and whether in one transaction or a series of related transactions) (the “ IBS Sale Transaction ”) pursuant to the terms of the Termination / Compensation Payment Agreement dated as of the date hereof among Opus Trading Fund LLC, Quantitative Trading Strategies LLC and PFSI, then in such event: (i) for purposes of calculating the application of the Payment Cap Amount from and after the closing of the IBS Sale Transaction, the Threshold Amount shall be reduced to Nine Million Twenty-Seven Thousand Dollars ($9,027,000); and (ii) for purposes of calculating Actual Net Income earned during any Measurement Period that ends after the closing of the IBS Sale Transaction, Actual Net Income shall include a pro rata amount of the average amount of Actual Net Income attributed to the institutional brokerage division of the Company during each complete Measurement Period ending prior to the closing of the IBS Sale Transaction. Thus, by way of example and not limitation, in the event that: (i) the IBS Sale Transaction occurs on the last day of the ninth month of the third Measurement Period (i.e., through 75% of the third Measurement Period); and (ii) the IBS Division generated $500,000 of Actual Net Income during the first Measurement Period and $1,000,000 of Actual Net Income during the second Measurement Period (i.e., an average of $750,000 during the first and second Measurement Periods), then in such event for purposes of calculating the Payment Cap Amount only, $187,500 would be added to the calculation of Actual Net Income for the third Measurement Period (25% x $750,000 = $187,500).

     Notwithstanding anything to the contrary contained in the paragraph preceding the immediately preceding paragraph, in the event that the IBS Sale Transaction occurs at any time before the seventh (7th) anniversary of the first day of the 12 complete calendar month period immediately prior to the first Anniversary Payment Date and any payments due hereunder have been limited by the Payment Cap Amount, then in such event the Average ANI Amount shall be reduced to Ten Million Thirty Thousand Dollars ($10,030,000).

     With respect to the value of PWI Stock to be issued to the Company or the Manager, as designated by the Company, pursuant to this Section 3.01 , such stock shall be valued on each Anniversary Payment Date (including the seventh (7th) anniversary as set forth above with respect to any Payment Cap Amount limitation adjustment), at the volume-weighted average

closing price of PWI Stock as quoted in the Wall Street Journal or a successor publication for the twenty (20) Business Days immediately preceding the date that is ten (10) Business Days prior to the applicable Anniversary Payment Date.

          With respect to any issuance of PWI Stock to be made to the Company or the Manager, as designated by the Company, pursuant to Section 3.01(b) , Buyer may, in its sole discretion, elect to pay cash in lieu of PWI Stock consideration, provided that the volume-weighted average closing price of PWI Stock as quoted in the Wall Street Journal or a successor publication for the twenty (20) Business Days immediately preceding the date that is ten (10) Business Days prior to the applicable Anniversary Payment Date, is less than $15.30 per share (calculated on an as adjusted basis).

          In addition to any other rights that Buyer may have hereunder to satisfy all or part of the Purchase Price in cash instead of by the issuance of PWI Stock, with respect to any issuance of PWI Stock to be made to the Company or the Manager, as designated by the Company, with respect to the third Anniversary Payment Date and the fourth Anniversary Payment Date pursuant to Section 3.01(b) (i.e., the fourth and fifth installments of the Purchase Price), Buyer may, in its sole discretion, elect to pay cash in lieu of PWI Stock consideration, provided that (x) Buyer notifies the Company in writing of such election not less than nine (9) months prior to the applicable Anniversary Payment Date, and (y) the right to satisfy a portion of the Purchase Price in cash instead of PWI Stock will only apply to all or part of an issuance of PWI Stock that would result in the Company and the Manager owning in the aggregate more than five percent (5%) of the issued and outstanding shares of capital stock of PWI at the time of issuance (expressly excluding from such from such calculation PWI Stock acquired by the Company and the Manager other than pursuant to this Agreement). Thus, for purposes of clarification, if on the date of payment of the fourth or fifth installment of the Purchaser Price, the Company and the Manager own less than five percent of the issued and outstanding shares of capital stock of PWI but the number of shares of PWI Stock to be issued in satisfaction of such installment of the Purchase Price would result in the Company and the Manager owning in the aggregate more than five percent of the issued and outstanding shares of capital stock of PWI, assuming compliance with the notice provision set forth above, the Company would have the right to substitute cash for shares of PWI Stock, but only with respect to the number of shares of PWI Stock that would cause the Company and the Manager to own in the aggregate more than five percent of the issued and outstanding shares of capital stock of PWI at the time of issuance (expressly excluding from such from such calculation PWI Stock acquired by the Company and the Manager other than pursuant to this Agreement).

               (c) Within thirty (30) days after each Anniversary Payment Date (forty-five (45) days if the Anniversary Payment Date would otherwise occur in the month of December), PWI shall prepare a report setting forth the calculation of Actual Net Income for the applicable Measurement Period (the “ Annual Determination ”), together with a statement of a member of the Executive Committee or the Chief Financial Officer of PWI that the Annual Determination was prepared in accordance with this Agreement, and deliver to the Company such Annual Determination, together with such supporting documentation as shall be reasonably necessary to enable the Company to confirm the calculation of the Annual Determination.

          If the Company does not agree that the Annual Determination correctly states the Actual Net Income for the applicable Measurement Period, the Company shall promptly (but not later than thirty (30) days after the delivery of such Annual Determination) give written notice to PWI of any exceptions thereto (in reasonable detail describing the nature of the disagreement asserted). If the Company and PWI reconcile their differences, the Annual Determination shall be adjusted accordingly and shall thereupon become binding, final and conclusive upon all of the parties hereto. If the Company and PWI are unable to reconcile their differences in writing within forty-five (45) days after written notice of exceptions is delivered by the Company, the items/calculations in dispute shall be submitted to a mutually acceptable accounting firm selected from among the five (5) largest accounting firms in the United States in terms of gross revenues (the “ Independent Auditors ”) for final determination, and the Annual Determination shall be deemed adjusted in accordance with the determination of the Independent Auditors and shall become binding, final and conclusive upon all of the parties hereto. The Independent Auditors shall consider only the items in dispute and shall be instructed to act within thirty (30) days (or such longer period as the Company and PWI may agree) to resolve all items in dispute. If the Company does not give notice of any exception within thirty (30) days after the delivery of an Annual Determination, such Annual Determination shall thereupon become binding, final and conclusive upon all the parties hereto.

          Should the Independent Auditors determine that the Annual Determination submitted by Buyer understates the Actual Net Income by two and one half percent (2.5%) or more from what is ultimately determined by the Independent Auditors to be the Actual Net Income for the applicable Measurement Period, then Buyer shall be solely responsible for all reasonable fees and expenses of the Independent Auditors. In all other events, the Company shall be solely responsible for all reasonable fees and expenses of the Independent Auditors.

          Section 3.02. Termination and Rescission . (a) Should the Threshold Conversion Date and the OEE Agreement Approval not have occurred prior to May 31 , 2007, then upon receipt of written notice from Buyer given on or before June 15, 2007, the Company shall return to Buyer any PWI Stock received by the Company or the Manager prior to such date and Buyer shall return to the Company all of the Assets theretofore transferred to Buyer, including, for purposes of clarification, immediate termination by PFSI of all of the Clearing Agreements entered into between PFSI and the Introducing Brokers, whereupon with the exception of the obligations set forth in Section 6.04 and Article XI , neither party shall be deemed to have any further obligations to the other pursuant to this Agreement; provided , however that should the Threshold Conversion Date fail to occur due to a breach of the obligations set forth in this Agreement by either party, the non-breaching party shall retain all claims against the other party arising as a result of such other party’s breach of this Agreement, including without limitation electing to enforce the terms of this Agreement as if the Threshold Conversion Date had occurred. Upon the election of Buyer to terminate this Agreement pursuant to this Section 3.02(a) , Buyer shall cause PFSI (at the Company’s sole cost and expense with respect to the applicable charges as described in Section 12(d) of the applicable Clearing Agreement, but only to the extent not collected under the applicable Clearing Agreement), to take all actions as shall be reasonably necessary to transfer and convert all of the customers of the Introducing Brokers, if any, converted prior to such date to the systems of the Company or its designee.

               (b) In the event that, despite each party’s commercially reasonable efforts, the parties shall fail to obtain the requisite regulatory approvals set forth on Schedule 2.03 on or before January 31, 2007, either party shall have the right to terminate this Agreement, (such right of the parties to expire should such regulatory approvals be obtained prior to the termination of this Agreement) whereupon (x) the Company shall return to Buyer any PWI Stock received by the Company or the Manager prior to such date and Buyer shall return to the Company all of the Assets theretofore transferred to Buyer, including, for purposes of clarification, immediate termination by PFSI of all of the Clearing Agreements entered into between PFSI and the Introducing Brokers, and (y) with the exception of the obligations set forth in Section 6.04 and Article XI , neither party shall be deemed to have any further obligations to the other pursuant to this Agreement; provided , however that should the failure to obtain the requisite regulatory approvals occur due to a breach of the obligations set forth in this Agreement by either party, the non-breaching party shall retain all claims against the other party arising as a result of such other party’s breach of this Agreement. Upon the termination of this Agreement pursuant to this Section 3.02(b) , Buyer shall cause PFSI, to take all actions as shall be reasonably necessary to transfer and convert all of the customers of the Introducing Brokers, if any, converted prior to such date to the systems of the Company or its designee. All applicable charges described in Section 12(d) of the applicable Clearing Agreement shall be allocated evenly among the parties (provided that the Company’s allocable share shall be reduced by amounts collected under the applicable Clearing Agreement).

               (c) Should Buyer not provide the Company with written evidence of receipt of the consent to consummate the transactions contemplated by this Agreement as is required pursuant to that certain Credit Agreement dated as of May 26, 2006 among PWI and Guaranty Bank, as Administrative Agent, Swing Line Lender, Arranger and Letter of Credit Issuer, Wachovia Bank, N.A., as Documentation Agent, and the other lenders party thereto (the “ Bank Consent ”) on or before the date that is thirty (30) days from the date hereof, then in such event the Company will have the right, but not the obligation, to terminate this Agreement upon five (5) business days’ prior written notice to Buyer, whereupon Buyer shall return to the Company all of the Assets theretofore transferred to Buyer, including, for purposes of clarification, immediate termination by PFSI of all of the Clearing Agreements entered into between PFSI and the Introducing Brokers, whereupon with the exception of the obligations set forth in Sections 6.04 , neither party shall be deemed to have any further obligations to the other pursuant to this Agreement; provided , however that should the failure to obtain the Bank Consent occur due to a breach of the obligations set forth in this Agreement by either party, the non-breaching party shall retain all claims against the other party arising as a result of such other party’s breach of this Agreement.

          Section 3.03. Allocation of Purchase Price . The Purchase Price shall be allocated as set forth on Schedule 3.03 . After the Closing, the parties shall make consistent use of the allocation, fair market value and useful lives specified for all Tax purposes and in all filings, declarations and reports with the IRS in respect thereof, including the reports required to be filed under Section 1060 of the Code. In any proceeding related to the determination of any Tax, neither Buyer nor the Company shall contend or represent that such allocation is not a correct allocation.

          Section 3.04. Closing . The closing of the purchase and sale of the Assets (the “ Closing ”) will take place as of the date hereof (the “ Closing Date ”), acknowledging the provisions of Section 2.03 .

ARTICLE IV

REPRESENTATIONS AND WARRANTIES REGARDING
THE COMPANY

     The Company hereby represents and warrants to Buyer as follows:

          Section 4.01. Company and Manager Organization . Each of the Company and the Manager is a limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite limited liability company power and authority to carry on its business as now being conducted. Each of the Company and the Manager is duly qualified or licensed to do business in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so qualified or so licensed would not reasonably be expected to result in a Material Adverse Effect. True, correct and complete copies of the articles of organization and operating agreement of the Company, as most recently amended, have been made available to Buyer.

          Section 4.02. Intentionally Omitted .

          Section 4.03. Authority; Member Approval . Each of the Company and the Manager has all requisite standing, power and authority to execute, deliver and perform its obligations under this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. Each of the Company and the Manager has received the requisite approval of its equity holders as to the execution, delivery and performance of each of this Agreement and each of the Ancillary Agreements and the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements have been duly executed and delivered by each of the Company and the Manager, as applicable, and constitute valid and binding obligations of each of the Company and the Manager, enforceable against the Company and the Manager, as applicable, in accordance with their respective terms.

          Section 4.04. No Conflicts . Except as set forth on Schedule 4.04 , none of the execution, delivery and performance of this Agreement or the Ancillary Agreements by the Company or, to the extent involved, the Manager, or the consummation by the Company or, to the extent involved, the Manager, of the transactions contemplated hereby and thereby, does or will (a) conflict with or violate any organizational document of the Company, (b) require any consent, approval, authorization or permit of, or filing with or notification to, any foreign, federal, state or local government or subdivision thereof, or governmental, judicial, legislative, executive, administrative or regulatory authority, agency, commission, tribunal or body, SRO, clearing organization or non-governmental regulating body (each, a “ Governmental Entity ”) to

the extent that the rules, regulations or orders of such body are binding upon the Company or otherwise have the effect of law, (c) require any consent, waiver or approval or, with or without the giving of notice or lapse of time or both, result in a default or breach by the Company (or give rise to any right of termination, cancellation, modification or acceleration) under any of the terms, conditions or provisions of any Contract to which the Company is a party or by which the Company or any of the assets of the Company may be bound or is a third party beneficiary of, (d) result in the creation or imposition of any Lien on any asset of the Company or (e) conflict with or violate any Law applicable to the Company or by which any of the assets of the Company are bound.

          Section 4.05. No Subsidiaries . Except as set forth on Schedule 4.05 , the Company does not have any Subsidiaries.

          Section 4.06. Intentionally Omitted .

          Section 4.07. Financial Statements . (a) The Company has delivered to Buyer copies of each of (i) the audited balance sheet of the Company (including all related notes and schedules thereto) at March 25, 2005 and the audited statements of income, member’s equity and cash flows of the Company (including any related notes and schedules thereto) for the fiscal year ended March 25, 2005 (collectively, the “ 2005 Audited Financial Statements ”), and (ii) the audited balance sheet of the Company (including all related notes and schedules thereto) at March 31, 2006 and the audited statements of income, member’s equity and cash flows of the Company (including any related notes and schedules thereto) for the fiscal year ended March 31, 2006 (collectively, the “ 2006 Audited Financial Statements ”). In addition, the Company has delivered to Buyer copies of each of (i) the unaudited balance sheet (including all related notes and schedules thereto) of the clearing and execution services business of the Company, and (ii) the unaudited statement of income (including any related notes and schedules thereto) of the clearing and execution services business of the Company for the fiscal year ended March 31, 2006 (collectively, the “ Segregated Financial Statements ”, and together with the 2005 Audited Financial Statements and the 2006 Audited Financial Statements, the “ Financial Statements ”).

               (b) The 2005 Audited Financial Statements and the 2006 Audited Financial Statements have been prepared in accordance with GAAP (except as may be set forth in the notes thereto), and fairly present in all material respects the financial position of the Company as of the dates indicated and the results of operations and cash flows of the Company for the periods indicated. The Segregated Financial Statements fairly present in all material respects the financial position of the clearing and execution services business of the Company as of March 31, 2006 and the results of operations of the clearing and execution services business of the Company for the fiscal year ended March 31, 2006. The Financial Statements were prepared from the Books and Records of the Company.

               (c) The Books and Records of the Company: (i) reflect all items of the Company’s income and expense and all the Company’s assets and liabilities required to be reflected therein in accordance with GAAP; (ii) are in all material respects complete and correct, and do not contain or reflect any material inaccuracies or discrepancies; and (iii) have been maintained in accordance with good business and accounting practices.

               (d) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

               (e) All financial statements provided by the Company to Buyer after the date hereof, shall be true and correct in all material respects when delivered, shall be prepared in accordance with GAAP (except as may be set forth in the notes thereto), shall fairly present in all material respects the financial position of the Company and/or the Business, as applicable, as of the dates indicated and the results of operations of the Company and/or the Business for the periods indicated, and shall be prepared in accordance with the Books and Records of the Company.

     Section 4.08. No Undisclosed Liabilities . Except as set forth on Schedule 4.08 , there are no Liabilities of the Company related to the Assets or the Business other than Liabilities (i) expressly reflected or reserved against on the Financial Statements or (ii) incurred in the ordinary course of business, consistent with the past practice of the Company since the respective dates thereof.

     Section 4.09. Receivables . All trade accounts, notes receivable and other receivables of the Company that are reflected in the Books and Records of the Company and are related to the Assets or the Business represent valid obligations arising from sales actually made and/or services actually performed in the ordinary course of business, and are collectible net of any reserve shown on the Company’s balance sheet.

     Section 4.10. Absence of Material Adverse Change; Conduct of Business . Except as set forth on Schedule 4.10 , since March 25, 2006, the Company has conducted its business with respect to the Assets and the Business only in the ordinary course consistent with past practice and there has been (a) no change or event that, individually or together with other changes or events, (i) has had or could reasonably be expected to have a Material Adverse Effect on the Assets and/or the Business, (ii) prevent or materially delay the occurrence of the Conversion Date with respect to any Introducing Broker, or (iii) make any of the representations and warranties of the Company false or inaccurate as of the date hereof, (b) no waiver of any material right of the Company or cancellation of any material Debt or claim held by the Company with respect to the Assets and the Business, (c) no material loss, destruction or damage to any property of the Company, whether or not insured, related to the Assets or the Business, (d) no material labor dispute involving the Company and no material change in the personnel of the Company, (e) no acquisition or disposition, assignment, license, mortgage, pledge of, or Lien placed upon, the Assets, (f) no change in accounting methods or practices of the Company, (g) no loss, or any development that is expected to result in a loss, of any significant supplier, customer, distributor or account of or related to the Business (other than the completion in the ordinary course of business of specific projects for customers), (h) no amendment or termination of any Material Contract or other material agreement to which the

Company is a party or by which the Company is bound, and (i) no agreement or commitment (contingent or otherwise) to do any of the foregoing.

          Section 4.11. Permits; Compliance . The Company is in possession of all material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity legally necessary for it to carry on the Business as now being conducted (the “ Company Permits ”), and no suspension or cancellation of any Company Permit is pending or, to the Knowledge of the Company, threatened. Except as set forth on Schedule 4.11 , with respect to the ownership of the Assets and the operation of the Business, the Company is not in conflict with, or in default or violation of, nor, with the giving of notice or lapse of time or both, would be in conflict with, or in default or violation of, (a) any Law applicable thereto or by which the Assets are bound or (b) any of the Company Permits.

          Section 4.12. Taxes . Except as set forth on Schedule 4.12 ,

               (a) All Tax Returns required to have been filed on or before the Closing Date by