TERMINATION/COMPENSATION PAYMENT AGREEMENT

Exhibit 10.5

Execution Copy

TERMINATION / COMPENSATION PAYMENT AGREEMENT

          AGREEMENT dated as of November 20, 2006 by and among OPUS TRADING FUND LLC, a Delaware limited liability company (“Opus”), QUANTITATIVE TRADING STRATEGIES LLC, a Delaware limited liability company (“QTS”, and together with Opus, “Payors”) and PENSON FINANCIAL SERVICES, INC., a North Carolina corporation (“PFSI”).

          WHEREAS, Schonfeld & Company LLC, a New York limited liability company (“SchonCo”), and PFSI are concurrently herewith entering into a Fully Disclosed Clearing Agreement dated as of the date hereof with an Initial Term of ten years (the “SchonCo Clearing Agreement”);

          WHEREAS, Schonfeld Securities, LLC, a New York limited liability company (“SSLLC”), and PFSI are concurrently herewith entering into a Fully Disclosed Clearing Agreement dated as of the date hereof (the “SSLLC Clearing Agreement”); and

          WHEREAS, Trillium Trading, LLC, a New Jersey limited liability company (“Trillium”), and PFSI are concurrently herewith entering into a Fully Disclosed Clearing Agreement dated as of the date hereof with an Initial Term of ten years (the “Trillium Clearing Agreement”);

          WHEREAS, PFSI has agreed to grant (i) SchonCo the right to terminate the SchonCo Clearing Agreement prior to the end of the Initial Term, (ii) Trillium the right to terminate the Trillium Clearing Agreement prior to the end of the Initial Term, and (iii) SSLLC the right to sell the institutional brokerage division of its business (the “IBS Division”), expressly subject to and conditioned upon Payors entering into this Agreement and agreeing to make (x) a termination payment to PFSI in the event of a termination of the SchonCo Clearing Agreement by SchonCo prior to the end of the Initial Term of the SchonCo Clearing Agreement, (y) a termination payment to PFSI in the event of a termination of the Trillium Clearing Agreement by Trillium prior to the end of the Initial Term of the Trillium Clearing Agreement, and (z) a compensation payment to PFSI in the event of a sale of the IBS Division prior to the end of the Initial Term of the SSLLC Clearing Agreement.

          NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter set forth and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

     1. Definitions. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to such terms in the SchonCo Clearing Agreement, the SSLLC Clearing Agreement, and the Trillium Clearing Agreement, as applicable.

     2. SchonCo Termination Payment.

     (a) At anytime after the fifth (5^th) anniversary of the Conversion Date, SchonCo shall have the right to terminate the SchonCo Clearing Agreement upon not less than thirty (30) days’ prior written notice to PFSI, notwithstanding anything to the contrary in Section 12(a) of the SchonCo Clearing Agreement (the date of termination of the SchonCo Clearing Agreement to be hereinafter referred to as the “SchonCo Termination Date”). In such case, at the option of PFSI to be exercised by written notice to Payors given within thirty (30) days of the SchonCo Termination Date:

N = V x (120 - number of months since MPTD)
120

where “V” equals the aggregate value of all of the PWI Stock (as defined in the Asset Purchase Agreement dated as of the date hereof by and between SSLLC and SAI Holdings, Inc., Texas corporation (the “APA”)) issued to SSLLC and/or its designee pursuant to Sections 3.01(a) and (b) of the APA, plus the aggregate amount of any cash payments made in lieu thereof pursuant to Sections 3.01(a) and (b) of the APA, attributable to the Clearing Pretax Income (as defined on Exhibit A to Schedule 3.01-1 to the APA (the “CPI”)) generated by SchonCo (ascribing a value of $1,581,794 with respect to the shares of PWI Stock issued pursuant to Section 3.01(a) and calculated as of the date of each issuance with respect to the shares of PWI Stock issued pursuant to Section 3.01(b)), and "MPTD” means the Measurement Period Trigger Date as defined in the APA; or

     (b) In the event that PFSI elects to increase the clearing fees payable by Opus and QTS pursuant to Section 2(a)(ii) above and the SchonCo Deficiency Amount is recouped

by PFSI prior to the expiration of the Initial Terms of the Payor Clearing Agreements, the fees payable by Payors pursuant to the Payor Clearing Agreements will immediately be reduced to the amount that would otherwise be contemplated by the applicable Payor Clearing Agreement, without the foregoing increase. In the event that the full SchonCo Deficiency Amount is not recouped by PFSI prior to the expiration of the Initial Terms of the Payor Clearing Agreements, upon the end of the Initial Terms of both Payor Clearing Agreements and within thirty (30) days of receipt by Payors of written demand by PFSI accompanied by reasonable supporting documentation to enable Payors to verify PFSI’s calculations, Payors shall pay to PFSI in a lump sum an amount equal to the difference between the aggregate amount recouped by PFSI pursuant to Section 2(a)(ii) above and the SchonCo Deficiency Amount.

     (c) Notwithstanding anything to the contrary contained in this Section 2, in the event that PFSI and SchonCo negotiate a reduction in the clearing fees payable by SchonCo to PFSI pursuant to the SchonCo Clearing Agreement, within thirty (30) days of receipt by Payors of written demand by PFSI, which written demand shall be given within ninety (90) days of each anniversary of the MPTD occurring after the effective date of the reduction in the clearing fees (but only during the Initial Term) and shall be accompanied by reasonable supporting documentation to enable Payors to verify PFSI’s calculations, Payors shall pay, or shall cause one or more of their respective affiliates to pay, to PFSI or any designee of PFSI a lump sum payment equal to “P” in the calculation set forth below, an example of which is attached hereto as Schedule B:

where “V” is as defined in Section 2(a)(i) above, “CCP” equals the cumulative amount of all cash payments made by Payors (or their respective affiliates) to PFSI (or any designee of PFSI) pursuant to this Section 2(c), “ACPI” is the quotient obtained by dividing (x) the sum of $1,445,353 plus the CPI generated by SchonCo during each of the four Measurement Periods (as defined in the APA), by (y) five (5), “CECPI” is the product of one-twelfth (1/12^th) of ACPI multiplied by the number of months elapsed subsequent to the negotiated reduction in clearing fees, and “CACPI” is the cumulative amount of CPI generated by SchonCo during the period subsequent to the negotiated reduction in clearing fees. In addition to the foregoing payment obligation, the supporting documentation shall be provided by PFSI and the calculation provided for above shall also be undertaken within thirty (30) days of the termination of the SchonCo Clearing Agreement for the period from the date of the last such calculation through the date of termination (the “SchonCo Termination Date Calculation”). In the event that “P” as calculated above is negative with respect to any period other than with respect to the SchonCo Termination Date Calculation, neither Payors nor PFSI shall be required to make any payment pursuant to this Section 2(c). In the event that “P” as calculated above is negative with respect to the SchonCo Termination Date Calculation, within ninety (90) days of the termination of the SchonCo Clearing Agreement, PFSI shall pay to Payors a lump sum payment in an amount equal to “P” in the calculation set forth above, provided

that in no event will PFSI be required to pay an amount in excess of “CCP” (i.e., if “P” is negative $800,000 with respect to the SchonCo Termination Date Calculation and CCP is $500,000 through the end of the SchonCo Clearing Agreement, PFSI shall pay $500,000 to Payors pursuant to this sentence).

     (d) All of the obligations of Payors pursuant to this Section 2 shall be joint and several.

     3. SSLLC Compensation Payment.

     (a) SSLLC shall have the right to sell the IBS Division (whether by sale of assets, merger, consolidation or otherwise and whether in one transaction or a series of related transactions) at any time upon not less than thirty (30) days’ prior written notice to PFSI, notwithstanding anything to the contrary in Section 17 of the SSLLC Clearing Agreement (the date of the closing of such sale to be hereinafter referred to as the “IBS Sale Date”). In such case, at the option of PFSI to be exercised by written notice to Payors given within thirty (30) days of the IBS Sale Date:

M = V x (120 - number of months since MPTD)
120

where “V” equals the aggregate value of all of the PWI Stock issued to SSLLC or its designee pursuant to Sections 3.01 (a) and (b) of the APA, plus the aggregate amount of any cash payments made in lieu thereof pursuant to Sections 3.01(a) and (b) of the APA, attributable to the CPI generated by the IBS Division (ascribing a value of $276,631 with respect to the shares of PWI Stock issued pursuant to Section 3.01(a) and calculated as of the date of each issuance with respect to the shares of PWI Stock issued pursuant to Section 3.01(b)), and “MPTD” means the Measurement Period Trigger Date as defined in the APA; or

     (b) In the event that PFSI elects to increase the clearing fees payable by Opus and QTS pursuant to Section 3(a)(ii) above and the SSLLC Deficiency Amount is recouped by PFSI prior to the expiration of the Initial Terms of the Payor Clearing Agreements, the fees payable by Payors pursuant to the Payor Clearing Agreements will immediately be reduced to the amount that would otherwise be contemplated by the applicable Payor Clearing Agreement, without the foregoing increase. In the event that the full SSLLC Deficiency Amount is not recouped by PFSI prior to the expiration of the Initial Terms of the Payor Clearing Agreements, upon the end of the Initial Terms of both Payor Clearing Agreements and within thirty (30) days of receipt by Payors of written demand by PFSI accompanied by reasonable supporting documentation to enable Payors to verify PFSI’s calculations, Payors shall pay to PFSI in a lump sum an amount equal to the difference between the aggregate amount recouped by PFSI pursuant to Section 3(a)(ii) above and the SSLLC Deficiency Amount.

     (c) All of the obligations of Payors pursuant to this Section 3 shall be joint and several.

     4. Trillium Termination Payment.

     (a) In the event that Trillium exercises its right to terminate the Trillium Clearing Agreement after the fifth (5^th) anniversary of the Conversion Date pursuant to Section 12(a) of the Trillium Clearing Agreement (the date of termination of the Trillium Clearing Agreement to be hereinafter referred to as the “Trillium Termination Date”), and the Trillium Clearing Agreement is not replaced with a new clearing agreement between Trillium and PFSI as contemplated by Section 4(c) below, then in such case, at the option of PFSI to be exercised by written notice to Payors given within thirty (30) days of the Trillium Termination Date:

N = V x (120 - number of months since MPTD)
120

where “V” equals the aggregate value of all of the PWI Stock issued to SSLLC and/or its designee pursuant to Sections 3.01(a) and (b) of the APA plus the aggregate amount of any cash payments made in lieu thereof pursuant to Sections 3.01(a) and (b) of the APA, attributable to the CPI generated by Trillium (ascribing a value of $2,602,966 with respect to the shares of PWI Stock issued pursuant to Section 3.01(a) and calculated as of

the date of each issuance with respect to the shares of PWI Stock issued pursuant to Section 3.01(b)), and “MPTD” means the Measurement Period Trigger Date as defined in the APA; or

     (b) In the event that PFSI elects to increase the clearing fees payable by Opus and QTS pursuant to Section 4(a)(ii) above and the Trillium Deficiency Amount is recouped by PFSI prior to the expiration of the Initial Terms of the Payor Clearing Agreements, the fees payable by Payors pursuant to the Payor Clearing Agreements will immediately be reduced to the amount that would otherwise be contemplated by the applicable Payor Clearing Agreement, without the foregoing increase. In the event that the full Trillium Deficiency Amount is not recouped by PFSI prior to the expiration of the Initial Terms of the Payor Clearing Agreements, upon the end of the Initial Terms of both Payor Clearing Agreements and within thirty (30) days of receipt by Payors of written demand by PFSI accompanied by reasonable supporting documentation to enable Payors to verify PFSI’s calculations, Payors shall pay to PFSI in a lump sum an amount equal to the difference between the aggregate amount recouped by PFSI pursuant to Section 4(a)(ii) above and the Trillium Deficiency Amount.

     (c) Notwithstanding anything to the contrary contained in this Section 4, in the event that at any time after the fifth (5^th) anniversary of the Conversion Date PFSI and Trillium negotiate a reduction in the clearing fees payable by Trillium to PFSI pursuant to the Trillium Clearing Agreement (including, for purposes of this Section 4(c), a termination of the Trillium Clearing Agreement and replacement with a new clearing agreement at reduced clearing fees), within thirty (30) days of receipt by Payors of written demand by PFSI, which written demand shall be given within ninety (90) days of each anniversary of the MPTD occurring after the effective date of the reduction in the clearing fees (but only during the Initial Term) and shall be accompanied by reasonable supporting documentation to enable Payors to verify PFSI’s calculations, Payors shall pay, or shall cause one or more of their respective affiliates to pay, to PFSI or any designee of PFSI a lump sum payment equal to “P” in the calculation set forth below (the (“Renegotiation Deficiency”), an example of which is attached hereto as Schedule B:

     where “V” is as defined in Section 4(a)