INDEMNIFICATION AGREEMENT

<PAGE>

EXHIBIT 10.17

INDEMNIFICATION AGREEMENT

This Indemnification Agreement ("Agreement") is entered into as of

____________, 2005, by and between Penson Worldwide, Inc., a Delaware

corporation (the "Company") and DIRECTOR ("Indemnitee").

RECITALS

A. The Company and Indemnitee recognize the continued difficulty in

obtaining liability insurance for its directors and officers, the significant

increases in the cost of such insurance and the general reductions in the

coverage of such insurance.

B. The Company and Indemnitee further recognize the substantial increase

in corporate litigation in general, subjecting directors and officers to

expensive litigation risks at the same time as the availability and coverage of

liability insurance has been severely limited.

C. Indemnitee does not regard the current protection available as adequate

under the present circumstances, and Indemnitee and other directors and officers

of the Company may not be willing to continue to serve in such capacities

without additional protection.

D. The Company desires to attract and retain the services of highly

qualified individuals, such as Indemnitee, to serve the Company and, in order to

induce Indemnitee to provide services to the Company, wishes to provide for the

indemnification and advancing of expenses to Indemnitee to the maximum extent

permitted by law.

E. In view of the considerations set forth above, the Company desires that

Indemnitee be indemnified by the Company as set forth herein.

NOW, THEREFORE, the Company and Indemnitee hereby agree as follows:

1. Indemnification.

(a) Indemnification of Expenses. The Company will indemnify each

Indemnitee to the fullest extent provided by law, for any and all Expenses (as

defined Section 10(b), including all interest, assessments and other charges

paid or payable in connection with or in respect of such Expenses), which such

Indemnitee is or becomes legally obligated to pay in connection with any

Proceeding (as defined in Section 10(e)); provided, that in each such case such

Indemnitee has acted in good faith and in a manner, which such Indemnitee

reasonably believed to be in or not opposed to the best interests of the

Company, and, in the case of a criminal proceeding, in addition, had no

reasonable cause to believe that the conduct at issue was unlawful. Subject to

Section 1(b), such payment of Expenses shall be made by the Company as soon as

practicable but in any event no later than thirty (30) days after written demand

by Indemnitee therefor is presented to the Company.

<PAGE>

(b) Reviewing Party. Notwithstanding anything to the contrary in

Section 1(a) and 2(a):

(i) the indemnification obligations of the Company under

Section 1(a) shall be subject to the condition that the Reviewing Party

(as described in Section 10(f) hereof) shall not have determined that

Indemnitee would not be permitted to be indemnified under applicable law;

and

(ii) the obligation of the Company to make an advance payment

of Expenses to Indemnitee pursuant to Section 2(a) (an "Expense Advance")

shall be subject to the condition that, if, when and to the extent that

the Reviewing Party determines that Indemnitee would not be permitted to

be indemnified under applicable law, the Company shall be entitled to be

reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for

all such amounts theretofore paid by Company to Indemnitee; provided,

however, that if Indemnitee has commenced or thereafter commences legal

proceedings in a court of competent jurisdiction to secure a determination

that Indemnitee should be indemnified under applicable law, any

determination made by the Reviewing Party that Indemnitee would not be

permitted to be indemnified under applicable law shall not be binding and

Indemnitee shall not be required to reimburse the Company for any Expense

Advance until a final judicial determination is made with respect thereto

(as to which all rights of appeal therefrom have been exhausted or

lapsed).

Indemnitee's obligation to reimburse the Company for any Expense Advance

shall be unsecured and no interest shall be charged thereon. If there has not

been a Change in Control (as defined in Section 10(a) hereof) or if there has

been a Change in Control which has been approved by a majority of the directors

of the Company who were directors immediately prior to the Change in Control

(the "Incumbent Directors"), the Reviewing Party shall be selected by the Board

of Directors of the Company, and if there has been a Change in Control which has

not been approved by a majority of the Incumbent Directors, the Reviewing Party

shall be the Independent Legal Counsel. If there has been no determination by

the Reviewing Party or if the Reviewing Party determines that Indemnitee would

not be permitted to be indemnified in whole or in part under applicable law,

Indemnitee shall have the right to commence litigation seeking an initial

determination by the court or challenging any such determination by the

Reviewing Party or any aspect thereof, including the legal or factual bases

therefor, and the Company hereby consents to service of process and to appear in

any such proceeding. Any determination by the Reviewing Party otherwise shall be

conclusive and binding on the Company and Indemnitee.

(c) Contribution. If the indemnification obligations of the Company

under Section 1(a) shall be held by a court of competent jurisdiction for any

reason to be unavailable to Indemnitee in respect of any Expense, then the

Company, in lieu of indemnifying Indemnitee thereunder, shall contribute to the

amount paid or payable by Indemnitee as a result of such Expense (i) in such

proportion as is appropriate to reflect the relative benefits received by the

Company and Indemnitee, or (ii) if the allocation provided by clause (i) above

is not permitted by applicable law, in such proportion as is appropriate to

reflect not only the relative benefits

2

<PAGE>

referred to in clause (i) above but also the relative fault of the Company and

Indemnitee in connection with the action or inaction which resulted in such

Expense, as well as any other relevant equitable considerations. The Company and

Indemnitee agree that it would not be just and equitable if contribution

pursuant to this Section 1(c) were determined by pro rata or per capita

allocation or by any other method of allocation which does not take account of

the equitable considerations referred to in the immediately preceding paragraph.

(d) Mandatory Payment of Expenses. Notwithstanding any other

provision of this Agreement, to the extent that Indemnitee has been successful

on the merits or otherwise, including, without limitation, the dismissal of an

action without prejudice, in defense of any Proceeding or in the defense of any

claim, issue or matter therein, Indemnitee shall be indemnified against all

Expenses incurred by Indemnitee in connection therewith.

2. Expenses; Indemnification Procedure.

(a) Advancement of Expenses. Subject to the terms and conditions of

Section 1(b) above and to the extent not prohibited by Section 402 of the

Sarbanes-Oxley Act of 2002 (Section 13(k) of the Securities Exchange Act of

1934, as amended), the Company shall advance all Expenses incurred by

Indemnitee. The advances to be made hereunder shall be paid by the Company to

Indemnitee as soon as practicable but in any event no later than thirty (30)

days after written demand by Indemnitee therefor to the Company.

(b) Notice/Cooperation by Indemnitee. Indemnitee shall, as a

condition precedent to Indemnitee's right to be indemnified under this

Agreement, give the Company notice in writing as soon as practicable of any

Proceeding for which indemnification will or could be sought under this

Agreement. In addition, Indemnitee shall give the Company such information and

cooperation as it may reasonably require and as shall be within Indemnitee's

power.

(c) No Presumptions; Burden of Proof

(i) For purposes of this Agreement, the termination of any

Proceeding by judgment, order, settlement (whether with or without court

approval) or conviction, or upon a plea of nolo contendere, or its

equivalent, shall not create a presumption that Indemnitee did not meet

any particular standard of conduct or have any particular belief or that a

court has determined that indemnification is not permitted by applicable

law. In addition, neither the failure of the Reviewing Party to have made

a determination as to whether Indemnitee has met any particular standard

of conduct or had any particular belief, nor an actual determination by

the Reviewing Party that Indemnitee has not met such standard of conduct

or did not have such belief, prior to the commencement of legal

proceedings by Indemnitee to secure a judicial determination that

Indemnitee should be indemnified under applicable law, shall be a defense

to Indemnitee's claim or create a presumption that Indemnitee has not met

any particular standard of conduct or did not have any particular belief.

3

<PAGE>

(ii) In connection with any determination by the Reviewing

Party or otherwise as to whether Indemnitee is entitled to be indemnified

hereunder, the burden of proof shall be on the Company to establish that

Indemnitee is not so entitled.

(d) Notice to Insurers. If, at the time of the receipt by the

Company of a notice of a Proceeding pursuant to Section 2(b) hereof, the Company

has liability insurance in effect which may cover such Proceeding, the Company

shall give prompt notice of the commencement of such Proceeding to the insurers

in accordance with the procedures set forth in the respective policies. The

Company shall thereafter take all necessary or desirable action to cause such

insurers to pay, on behalf of Indemnitee, all amounts payable as a result of

such action, suit, proceeding, inquiry or investigation in accordance with the

terms of such policies.

(e) Selection of Counsel. In the event the Company shall be

obligated hereunder to pay the Expenses of a Proceeding, the Company shall be

entitled to assume the defense of such Proceeding with counsel approved by

Indemnitee, which approval shall not be unreasonably withheld, upon the delivery

to Indemnitee of written notice of its election so to do. After delivery of such

notice, approval of such counsel by Indemnitee and the retention of such counsel

by the Company, the Company will not be liable to Indemnitee under this

Agreement for any fees of counsel subsequently incurred by Indemnitee with

respect to the same Proceeding; provided that, (i) Indemnitee shall have the

right to employ Indemnitee's counsel in any such Proceeding at Indemnitee's

expense and (ii) if (A) the employment of counsel by Indemnitee has been

previously authorized by the Company, (B) Indemnitee shall have reasonably

concluded that there is a conflict of interest between the Company and

Indemnitee in the conduct of any such defense, or (C) the Company shall not

continue to retain such counsel to defend such Proceeding, then the fees and

expenses of Indemnitee's counsel shall be at the expense of the Company. The

Company shall have the right to conduct such defense as it sees fit in its sole

discretion, provided that the Company has the right to settle any claim against

Indemnitee only with the consent of Indemnitee, which shall not be unreasonably

withheld.

3. Additional Indemnification Rights; Nonexclusivity.

(a) Scope. The Company hereby agrees to indemnify Indemnitee to the

fullest extent permitted by law, notwithstanding that such indemnification is

not specifically authorized by the other provisions of this Agreement, the

Company's Certificate of Incorporation, the Company's Bylaws or by statute. In

the event of any change after the date of this Agreement in any applicable law,

statute or rule which expands the right of a Delaware corporation to indemnify a

member of its board of directors or an officer, employee, agent or fiduciary, it

is the intent of the parties hereto that Indemnitee shall enjoy by this

Agreement the greater benefits afforded by such change. In the event of any

change in any applicable law, statute or rule which narrows the right of a

Delaware corporation to indemnify a member of its board of directors or an

officer, employee, agent or fiduciary, such change, to the extent not otherwise

required by such law, statute or rule to be applied to this Agreement, shall

have no effect on this Agreement or the parties' rights and obligations

hereunder.

(b) Nonexclusivity. The indemnification and advancement of Expenses

provided by this Agreement shall be in addition to any rights to which

Indemnitee may be

4

<PAGE>

entitled under the Company's Certificate of Incorporation, its Bylaws, any

agreement