[PENSON LOGO]

PENSON WORLDWIDE

Member NASD and SIPC

1700 PASIFIC AVENUE
SUITE 1400
DALLAS, TEXAS 75201-7322
214,765,1100 FAX 214.765.1140
WWW.PENSON.COM

February 15, 2006

Mr. Kevin McAleer
[Address]

Via Hand Delivery

Dear Kevin:

We are pleased to offer you employment on an at will basis with Penson Worldwide
Inc. ("PWI") under the following terms subject to completion of more specific
documentation as required:

      1.    Your title will be Senior Vice President and Chief Financial
            Officer, and you will be generally responsible for the financial
            accounting and regulatory reporting of all of the companies in our
            group. You will also serve as Chief Financial Officer of our US
            regulated entities, and be directly responsible for the financial
            accounting and regulatory reporting of these companies.

      2.    Your base salary will be $225,000 annually, paid semi-monthly. You
            will be entitled to bonus compensation in accordance with the
            executive management bonus policy, which is based upon achievement
            of operating plan. Bonus payments are currently made in July and
            January.

      3.    At the commencement of your employment, you will be granted
            restricted common stock units for 40,000 shares of Penson Worldwide,
            Inc. This grant will vest equally on a quarterly basis over the four
            years following the commencement of your employment.

      4.    Upon the completion of a successful initial public offering of
            Penson Worldwide, Inc., you will be awarded options on 40,000 shares
            of Penson Worldwide common stock. This grant will be exercisable at
            the IPO price, and will vest equally on a quarterly basis over the
            four years following the offering date.

      5.    As long as your employment commences prior to March 1, 2006, you
            will be covered by our standard group insurance plan as of April 1,
            2006. We currently pay for employee coverage, and employees pay for
            their dependent coverage. Please refer to the plan documents for
            additional coverage information.
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[PENSON LOGO]

      6.    As long as your employment commonces prior to March 1,2006, you will
            be eligible to contribute to our 401 (k) retirement plan as of April
            1, 2006. It is our current policy to match 50% of employee
            contributions, up to a maximum of 5,000 per year, for employees at
            your compensation level. This is a discretionary policy, based upon
            our assessment of the company's performance and financial condition.

      7.    You will be entitled to four weeks of paid vacation per year,
            subject to normal scheduling limitations and our paid time off
            policy.

      8.    If you are terminated for a reason other than cause, you will be
            entitled to severance compensation of three months base salary, plus
            an additional month for each six months of completed employment, up
            to a maximum of six months total severance compensation. If you are
            terminated for cause, you will not be entitled to any severance pay.

      9.    If PWI undergoes a change of beneficial ownership in excess of 50%
            of the outstanding shares in connection with a merger or similar
            transaction, and in the year subsequent to such change, you are
            terminated for a reason other than cause, 50% of any remaining
            unvested options to purchase PWI stock will vest immediately prior
            to such termination.

      10.   Upon commencement of your employment, we will pay a one time $30,000
            transition payment to assist with the closing of your consulting
            practice.

If these terms are acceptable, please evidence your agreement by signing below.
We look forward to working with you.

Sincerely,

/s/ Phil Pendergraft
Phil Pendergraft
Chief Executive Officer

Accepted:

/s/ Kevin W. McAleer
Kevin W. McAleer

Cc:    David M. Stone
       DM Stone Recruitment Solutions
       (via email)

Source: OneCLE Business Contracts.