Data Transfer Agreement

EXHIBIT 10.13

TRANSFER AGREEMENT

by and among

Empire Financial Holding Company,

Empire Financial Group, Inc.

Regal Securities, Inc.,

And

Penson Financial Services, Inc.,

As Clearing Broker

Dated as of November 22, 2005

TRANSFER AGREEMENT

This TRANSFER AGREEMENT (the “Agreement” ) is made as of November 22, 2005, by and among Empire Financial Holding Company, a Florida corporation, ( “Parent” ), Empire Financial Group, Inc. a Florida corporation ( “Transferor” and collectively with Parent, “Transferors” ), Regal Securities, Inc., an Illinois corporation ( “Transferee” or “Regal” ), and Penson Financial Services, Inc. a North Carolina corporation ( “Penson” ).

RECITALS:

WHEREAS Transferor is a wholly owned subsidiary of Parent; and

WHEREAS Transferor is a broker-dealer duly registered with the Securities and Exchange Commission ( “SEC” ) and is a member in good standing of the National Association of Securities Dealers, Inc. ( “NASD” ); and

WHEREAS, Transferor is a fully disclosed broker-dealer clearing through Penson and acts as a broker for the active customer trading and brokerage accounts listed on Schedule I to this Agreement (the “Active Customer Accounts” ) and the inactive customer and trading brokerage accounts listed on Schedule II to this Agreement (the “ Inactive Customer Accounts ” and, together with the Active Customer Accounts, the “ Customer Accounts ”); and

WHEREAS, Parent and Transferor are desirous of Transferor transferring and conveying to Transferee, free and clear of all liens, charges, claims and encumbrances of whatever nature, kind and description, the Customer Accounts to Transferee; and

WHEREAS, Parent and Transferor have advised Transferee that they will, upon the closing of the transactions contemplated hereby, cease and terminate their discount brokerage business; and

WHEREAS, Penson and Regal are registered broker-dealers with the SEC and members in good standing with the NASD; and

WHEREAS, Penson performs the services of clearing-broker to hold customer funds and securities of both Transferee and Transferor customers.

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

Article 1

TRANSFER

1.1         Transfer of Assets . Upon the terms and subject to the conditions of this Agreement, at the Closing (as defined below) Transferor shall, and Parent shall cause Transferor to sell, transfer, convey and deliver, free of all liens, claims, charges, encumbrances or restrictions, to Transferee, and Transferee, through Penson, its clearing broker, shall accept delivery of, all of the Assets. As used herein, “ Assets ” shall mean each of the individual Active Customer Accounts listed in Schedule I hereto, together with all cash and securities contained in

such accounts and copies of customer historical records pertaining to such accounts, and each of the individual Inactive Customer Accounts listed in Schedule II hereto, together with all cash and securities contained in such accounts and copies of customer historical records pertaining to such accounts together with all data files, books, records, ledgers and customer information pertaining thereto, including a true and complete list of cash balances, debit balances, and Parent and Transferor have advised Transferee that it will, upon the Closing of the Transactions contain data by this Agreement cease and terminate its discount brokerage business; and the securities (including stocks, bonds, options, warrants, promissory notes, debentures or other evidences of indebtedness, and convertible securities) or other instruments in each Customer Account as of the Closing Date (as hereinafter defined). Each of Schedule I and Schedule II sets forth, with respect to each individual Customer Account, (1) the debit balances on each Customer Account and the amount thereof on the date hereof and as of the close of business on the day immediately preceding the Closing Date, (2) the commission arrangement associated with each Customer Account, and (3) a notation as to each customer who is on current extension to settle any securities transaction or who has an open margin call. Anything to the contrary notwithstanding in this Section 1.1, Active Customer Account and business records associated therein shall not be transferred to Transferee and Transferee shall not accept an Active Customer Account where such account (i) has an unsecured debit balance existing as of the close of business on the day preceding the Closing Date, (ii) such account has objected to the Transfer or Transferee within thirty (30) days of the mailing by Transferor of the Negative Consent Letter or (iii) though not objected to, any active Customer Account has failed or neglected to return to Transferee duly completed and signed new account forms within the thirty (30) day period following the mailing thereof together with the relevant Negative Response Letter (collectively the “ Rejected Accounts ”).

1.2           Opening of New Customer Accounts . As soon as practicable following the date hereof, the Transferors shall transfer, at their sole expense, deliver all necessary data files to Transferee to allow the Transferee to mail to each Customer Account (at Transferors cost and expense) new account forms and documents reasonably necessary to open new accounts for each Customer Account holder. The data files shall be transferred in a format acceptable to Transferee. Upon the opening of the new Customer Accounts, Transferor shall transfer, and Transferee shall accept, transfer of the Assets to be deposited in or credited to each new Customer Account. Both parties shall fully cooperate to ensure the transfer of data files and Assets.

1.3         Purchase Price . The purchase price for the Assets shall be $452,000 (the “ Purchase Price ”). The parties acknowledge that Penson has provided the Transferor with an amount of cash equal to the Purchase Price and at the Closing (as defined below) such amount shall be credited towards the payment of the Purchase Price by Transferee. If this Agreement is terminated by either party, for any reason, without the Closing having occurred, the Parent and the Transferor shall make alternative arrangements with Penson with respect to the funds provided by Penson.

1.4          Securities Filings . The Transferor shall provide such additional notices, at the direction of the Transferee, to comply with the rules and regulations of the NASD with respect to Customer Accounts that are IRA accounts. Transferor shall file all necessary 5498 forms and RMD letters for the year 2005 to account for the transactions represented by this Agreement.

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Transferee shall be responsible for the RMD letters and the 5498’s for 2006 (provided the Closing Date occurs before December 31, 2005) and the years thereafter until the Customer Accounts are closed or transferred. The Transferor and Transferee will use their best efforts to assist and provide information to complete any required reports under the rules and regulations of the NASD.

1.5           Fees and Expenses . The Transferor shall be responsible for and shall, and Parent shall cause Transferor to pay, all fees and expenses associated with transferring the Customer Accounts to the Transferee, including, without limitation, the fees, expenses and termination fees associated with transferring those Customer Accounts which are IRA Accounts, the mailing of the Negative Response Letter (as defined below) and Transferee’s new account forms. To the extent not initially paid for by Transferors, Transferors shall, within ten (10) days following presentation of an invoice therefor, reimburse Transferee for such costs and expenses.

1.6           Third-Party Beneficiary . The provisions of this Agreement and of the documents to be executed and delivered at Closing (as hereinafter defined) are and will be for the benefit of the Transferor, Transferee and Penson, and are not for the benefit of any other third party, and accordingly, no third party, except Penson, shall have the right to enforce the provisions of this Agreement or of the documents to be executed and delivered at Closing.

1.7           Excluded Liabilities . Neither Transferee nor Penson shall assume or be obligated to pay, perform or otherwise discharge, or be responsible or liable for, any indebtedness, taxes, warranties, representations, indemnity agreements, rebates, offsets, vendor margin guarantees, liabilities, chargebacks, allowances, discounts, duties or obligations of Parent or Transferor whatsoever (collectively, the “ Excluded Liabilities ”). In furtherance of the foregoing, and not in limitation thereof, Excluded Liabilities shall include, without limitation:

(a)          all liabilities and obligations arising out of any action, suit, claim, inquiry, proceeding or investigation pending or threatened as of, or arising out of or relating to any event or condition relating to Parent, Transferor and/or any Customer Account occurring or existing prior to, the Closing;

(b)          all liabilities and obligations arising out of or relating to any violation of any law, rule, writ, regulation, judgment, injunction, order or decree occurring or arising out of or relating to any event or condition relating to Parent, Transferor and/or any Customer Account occurring or existing prior to the Closing;

(d)          all liabilities and obligations for or relating to indebtedness for borrowed money or the amount of any unsecured debit balance and margin interest in any Customer Account existing as of the date of Closing;

(f)           all liabilities, commitments and obligations that arise with respect to the Assets or the use thereof prior to the Closing or that relate to periods prior to the Closing or are to be observed, paid, discharged or performed prior to the Closing;

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(h)          any and all customer claims, known or unknown, arising out of or in connection with any transaction effected for a customer in a Customer Account prior to the Closing Date;

(i)           all liabilities or obligations for fraud, breach, misfeasance, malfeasance, or under any other theory relating to Parent’s or Transferor’s conduct, performance or nonperformance under any agreement;

(j)           any and all claims or demands arising out of or otherwise in connection with the transactions contemplated by this Agreement, including claims or demands of any kind, nature or description; and

Article 2

CLOSING

2.1           Closing Date . The Closing (“ Closing ”) of the transactions contemplated by this Agreement shall occur at the offices of Greenberg Traurig, LLP, 200 Park Avenue, New York, New York, as promptly as practicable after (i) the date which is the first business day after which all conditions specified in Article 5 shall have been satisfied or waived, but not sooner than thirty (30) days following the mailing of the Negative Response Letter provided for in Section 4.1 hereof, (ii) on such other date as may be mutually agreed in writing by Transferee and Transferors (the “Closing Date” ). The parties agree that time is of the essence in this Agreement..

(a)          A certification signed by Transferor’s Chief Executive Officer that the Negative Response Letter and Transferee’s new account documents were mailed to each Customer Account at least thirty (30) days prior to the Closing.

(b)          Execute, acknowledge and deliver to Transferee all documents, including any data files (in whatever medium maintained), necessary to transfer to Transferee all the Assets;

(c)          Instructions to Penson as clearing broker for Transferor to transfer the Customer Accounts to itself as clearing broker for Transferee;

(d)          Deliver to Transferee such evidence as Transferee may reasonably require as to the authority of the person or persons executing documents on behalf of Transferors;

(e)          Deliver to Penson, on behalf of Transferee as Transferee’s clearing broker, full possession and control of the Assets;

(f)           Deliver a certificate of Parent and Transferor certifying as to the matters specified in Section 5.1(a) and (b);

(g)          Deliver an amended Schedule I and Schedule II (the “ Bringdown Schedules ”) setting forth as of the close of business on the day preceding the Closing Date reflecting (i) new active accounts opened between the date hereof and date of the Bringdown Schedules, (ii) Customer Accounts that have been transferred or closed

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between the date hereof and the date of the Bringdown Schedules and (iii) the current amount of unsecured debit balances and margin interest of each Customer Account as of the date of the Bringdown Schedules; and

(h)          A receipt acknowledging receipt of the purchase price from Penson for and on behalf of Transferee.

(a)          Deliver to Transferors such evidence as the Transferors may reasonably require as to the authority of the person or persons executing documents on behalf of Transferee;

(b)          Deliver to Transferors such additional documents as shall be reasonably required or requested by Transferors to consummate the transaction contemplated by this Agreement; and

(c)          Deliver a certificate of Transferee certifying as to the matters specified in Section 5.1(b) and (c).

Article 3

REPRESENTATIONS AND WARRANTIES

3.1          Transferors . Each of Parent and Transferor represent and warrant to Transferee as follows:

(a)          Each of Parent and Transferor is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite power and authority to own, lease and operate its respective properties and to carry on its business as now being conducted. Each of Parent and Transferor is qualified to do business as a foreign corporation and is in good standing under the laws of each state or other jurisdiction in which the nature of its business requires such qualification.

(b)          Each of Parent and Transferor has all corporate power to execute and deliver this Agreement and all corporate authority necessary to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the board of directors of each of Parent and Transferor (to the extent required) and no other corporate proceedings on the part of each of Parent and Transferor are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent and Transferor, and assuming that this Agreement constitutes a legal, valid and binding agreement of each of Transferee and Penson, constitutes a legal, valid and binding agreement of each of Parent and Transferor, enforceable against each of Parent and Transferor in accordance with its terms.

(c)          Neither the execution and delivery of this Agreement nor the transfer by the Transferor of the Assets pursuant to this Agreement will conflict with or result in any breach of any provision of Parent’s or Transferor’s certificate of incorporation or by laws (or similar organizational document), or require any consent, approval, grant, concession,

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agreement, franchise, license, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, agency or body or any self regulatory authority or body (“ Governmental Authorities ”) which has not otherwise been obtained or made.

(d)          There is no action, suit, investigation or proceeding (or any basis therefor) pending against, or to Transferor of Parent’s knowledge, threatened against or affecting any Asset before any court or arbitrator or any Governmental Authority which, individually or is the aggregate, could reasonably be expected to be material to the Assets, or which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement.

(e)          Transferor is a broker-dealer having duly registered with the SEC pursuant to Section 15 of the Securities Exchange Act of 1934 (the “Act” ).

(f)           The Assets to be sold and transferred by Transferor to Transferee does not constitute all or substantially all of the Assets of Parent or Transferor individually or on a combined basis.

(g)          Transferor is not in violation of the applicable net capital provisions of the Act or the General Rules and Regulations thereunder.

(h)          Transferor and its affiliates (as that term is defined in Rule 405 of the General Rules and Regul