SEVERANCE AGREEMENT

EXHIBIT 10.43

SEVERANCE AGREEMENT

THIS AGREEMENT (this "Agreement") is made and entered into this 4th day

of February, 2005, by and between NATIONAL SECURITIES CORPORATION, a Washington

corporation ("National"), and Michael A. Bresner, an individual ("Mr. Bresner"),

based on the following:

RECITALS

A. Mr. Bresner has served as the President of National, and his

indicated his intention to resign effective as of the close of business February

4, 2005.

B. National and Mr. Bresner have agreed to severance terms in

connection with his resignation and this Agreement is intended to document the

parties agreement in that regard.

AGREEMENT

NOW, THEREFORE, for and in consideration of the mutual promises and

covenants hereinafter set forth and the benefit to the parties to be derived

therefrom, it is hereby agreed as follows:

1. Severance. In connection with the resignation and termination of Mr.

Bresner's employment and position with National, National shall:

(i) make monthly severance payment to Mr. Bresner of

six thousand two hundred and fifty dollars ($6,250) commencing

on the 1st day of March, 2005, and continuing each successive

month for 12 months, with the last payment due on February 1,

2006, so that Mr. Bresner receives a total of $75,000, without

interest; and

(ii) provide medical insurance coverage for Mr.

Bresner through April 30, 2005.

2. Warrants from Investment Banking Activities. Mr. Bresner has been

and remains entitled to receive distributions of warrants and restricted stock

held from the inventory of such securities held by National as of December 31,

2004 and presented Schedule "A" attached hereto and incorporated herein (the

"Securities"). The timing and substance (i.e., cash or in-kind) of any

liquidations and/or distributions of the Securities has been and remains wholly

subject to National's discretion. The parties agree that, if any of the

Securities or the proceeds therefrom are ever distributed by National to members

of its management, then Mr. Bresner will receive at least 10% of any such

distribution.

3. Termination and Resignation. Mr. Bresner's resignation as President

of National is effective as of the close of business on February 4, 2005.

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4. Confidentiality. Other than as it deems necessary or advisable to

further compliance with the terms of paragraph 7, below, Mr. Bresner agrees to

keep the facts of and terms of this Agreement confidential, except (i) as

required by law; and (ii) Mr. Bresner may disclose the substance of this

Agreement to his spouse, counsel and financial advisor. Mr. Bresner also agrees

to refrain from making derogatory or disparaging statements about National and

its current and past officers, directors and employees, or making such

statements as may serve to undermine National's image to the public. Other than

as it deems necessary or advisable to further compliance with the terms of

paragraph 7, below, National agrees to keep the facts of and terms of this

Agreement confidential, except as required by law, and further agrees that it

will refrain from making derogatory or disparaging statements about Mr. Bresner,

Mr. Bresner's conduct and performance while employed by National or making such

statements as may serve to undermine Mr. Bresner's professional image.

5. Release and Indemnification.

5.1 Release and Indemnification by Mr. Bresner. Mr. Bresner, on behalf

of himself, his heirs, executors, administrators, agents, successors, assigns

and all affiliated persons or entities, both past and present, waives,

discharges, and releases all claims against National, its shareholders,

directors, officers, agents and employees ("the Releasees"). Mr. Bresner

understands and agrees that this release extends to all claims arising before

signing this release of every nature and kind whatsoever, whether known or

unknown by Mr. Bresner. Mr. Bresner agrees to indemnify and hold National and

its shareholders, directors, officers, agents and employees harmless from any

liabilities, debts, demands, causes of action, injuries, costs, attorneys' fees

or damages of any kind arising out of his breach of this Agreement.

5.2 Release and Indemnification by National. National, its

subsidiaries, parents and affiliated entities, waives, discharges, and releases

all claims against Mr. Bresner; provided that, such release shall not include

any criminal conduct by Mr. Bresner, or any conduct involving willful or

intentional harm to National. National understands and agrees that this release

extends to all claims ari