EMPIRE FINANCIAL HOLDING CO
STOCK PURCHASE & SETTLEMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.15
<SEQUENCE>3
<FILENAME>g85712exv10w15.txt
<DESCRIPTION>STOCK PURCHASE & SETTLEMENT AGREEMENT
<TEXT>
<PAGE>
                                                                   Exhibit 10.15




                     STOCK PURCHASE AND SETTLEMENT AGREEMENT

         THIS STOCK PURCHASE AND SETTLEMENT AGREEMENT, dated as of October 31,
2003 (this "Agreement"), is entered into by and among Empire Financial Holding
Company, a Florida corporation (the "Company"), Henry N. Dreifus, Kevin M.
Gagne, Bradley L. Gordon and John J. Tsucalas (collectively, the "Director
Defendants"), Richard L. Goble First Revocable Trust dated 5/13/1999 and Richard
L. Goble, an individual residing in Seminole County, Florida (collectively,
"Goble").

         WHEREAS, Goble is the beneficial owner of 2,088,000 shares (the "Goble
Shares") of Common Stock, $0.01 par value, of the Company (the "Common Stock");

         WHEREAS, Goble desires to sell, and the Company desires to purchase,
all of the Goble Shares, all on the terms set forth in this Agreement and the
agreements referred to herein;

         WHEREAS, the Company owns all of the issued and outstanding capital
stock (collectively, the "Advantage Stock") of Advantage Trading Group, Inc., a
Florida corporation ("Advantage");

         WHEREAS, the Company desires to sell, and Goble desires to purchase,
the Advantage Stock, all on the terms set forth in a Stock Purchase Agreement to
be executed simultaneously with this Agreement;

         WHEREAS, Goble was a co-founder of the Company and has been a director
of the Company from its creation until the Effective Date and has been an
officer and employee of the Company from its creation through May 28, 2003;

         WHEREAS, Goble was a co-founder of Advantage and has been an employee,
officer and director of Advantage from its creation through May 28, 2003 and was
the senior executive of Advantage from its creation through May 28, 2003;

         WHEREAS, certain controversies have arisen between Goble and the
Company;

         WHEREAS, the parties hereto wish to compromise and settle all of the
outstanding controversies between and among the parties and enter into a mutual
release, all on the terms set forth in this Agreement, the mutual release and
the other agreements referred to herein.

         NOW, THEREFORE, in consideration of the foregoing premises and the
respective representations, warranties, covenants, agreements and conditions
hereinafter set forth, and intending to be legally bound hereby, the parties
hereto agree as follows:

1.       THE GOBLE STOCK PURCHASE.

         1.1. PURCHASE AND SALE OF GOBLE SHARES. As of the Effective Date and
subject to, and on the terms and conditions of, this Agreement, the Company will
purchase from Goble, and Goble will sell, transfer, convey, assign and deliver
to the Company all of the Goble Shares, free and clear of all liens, claims,
restrictions and encumbrances of any kind whatsoever.



Company:________                                                  Goble:________


<PAGE>

         1.2. PURCHASE PRICE FOR GOBLE SHARES. As of the Effective Date, the
Company shall purchase the Goble Shares for the aggregate consideration of (a)
all of the Advantage Stock and (b) a promissory note in the principal amount of
$400,000, subject to the provisions set forth in this Agreement. In addition to
the foregoing consideration, the Company will pay, on behalf of Goble, the
consideration described in Section 1.2 (a), (c) and (d) of that certain Stock
Purchase Agreement, dated of even date herewith, among Goble, Gagne First
Revocable Trust (the "Gagne Trust") and Kevin M. Gagne, relating to the sale by
the Gagne Trust of all of the capital stock owned by the Gagne Trust in G&G
Holdings, Inc. Notwithstanding anything in this Agreement to the contrary, the
Company shall not be obligated to deliver the Advantage Stock to Goble until the
Approval Date (as hereinafter defined). As used in this Agreement, the term
"Approval Date" shall mean the date that the Company and Goble shall have
received all government and regulatory approvals necessary or desirable in
connection with the proposed change in ownership of Advantage or the waiting
period imposed by any government or regulatory agency relating to such change in
ownership shall have lapsed.

         1.3. EFFECTIVE DATE OF THE TRANSACTIONS. The purchase and sale of the
Goble Shares and the transactions contemplated by this Agreement (other than the
transfer of the Advantage Stock) and the agreements described below shall all be
effective as of the opening of business on Thursday, November 6, 2003 (the
"Effective Date"). The transfer of the Advantage Stock shall be effective as of
the Approval Date. Simultaneously with the execution of this Agreement, the
following certificates, agreements, notes and other documents shall be held in
escrow by legal counsel to Goble and the Company:

                  (a)      A certificate or certificates, as the case may be, or
                           other evidence of ownership representing the Goble
                           Shares, duly endorsed by Goble, accompanied by any
                           necessary transfer stamps, and otherwise in form for
                           transfer to the Company, free and clear of all liens,
                           claims, restrictions and encumbrances of any kind
                           whatsoever.

                  (b)      A promissory note executed by the Company in the
                           aggregate principal amount of $400,000.

                  (c)      A mutual release executed by the Company and Goble,
                           providing for certain releases by the Company and
                           Goble.

                  (d)      A resignation letter providing for Goble's
                           resignation from all positions that he may hold with
                           the Company and all of its subsidiaries.

                  (e)      An irrevocable proxy executed by Goble voting all of
                           the Goble Shares in favor of the Company's nominees
                           to be directors of the Company and for any other
                           matter properly presented to the shareholders of the
                           Company at its 2003 annual meeting of shareholders or
                           any adjournment thereof.

                  (f)      An irrevocable proxy executed by the Company granting
                           Goble the authority to vote the Advantage Stock at
                           any annual or special meeting of the shareholders of
                           Advantage.





                                       2

Company:________                                                  Goble:________

<PAGE>

                  (g)      G&G and the Company will execute an amendment to that
                           certain Lease Agreement, dated August 13, 1999, as
                           amended on October 14, 2000 and March 28, 2002, which
                           was originally between G&G and Empire Financial
                           Group, Inc.

                  (h)      A resignation letter executed by each officer and
                           director of Advantage providing for his resignation
                           from all positions that he may hold with Advantage.

The foregoing certificates, agreements, notes and other documents are
collectively referred to herein as the "Other Agreements." Each of the Other
Agreements shall immediately and without any further action by the Company and
Goble be automatically released from escrow and delivered to the appropriate
party no later than 10:30 a.m. on Thursday, November 6, 2003.

         Simultaneously with the execution of this Agreement, a certificate or
certificates, as the case may be, or other evidence of ownership representing
the Advantage Stock, duly endorsed by the Company, accompanied by any necessary
transfer stamps, and otherwise in form for transfer to the Goble, free and clear
of all liens, claims, restrictions and encumbrances of any kind whatsoever shall
be held in escrow by legal counsel to the Company. The certificate or
certificates representing the Advantage Stock shall immediately and without any
further action by the Company and Goble be automatically released from escrow
and delivered to Goble on the Approval Date.

2.       REGULATORY FILINGS.

         The Company and Goble (a) shall promptly file a notice with the
National Association of Securities Dealers, Inc.("NASD") advising the NASD of
the proposed change in ownership of Advantage and shall promptly make any other
filings necessary or desirable in connection with the proposed change in
ownership of Advantage and (b) shall use their commercially reasonable efforts
to obtain any regulatory approvals necessary of desirable in connection with the
transfer of the Advantage Stock from the Company to Goble.

         In addition, the Company (a) shall promptly file a new Form U-5 with
the National Association of Securities Dealers, Inc.("NASD") to reflect that
Goble voluntarily resigned from the Company and each of its subsidiaries on the
Effective Date, but effective for all purposes as of May 28, 2003; and (b) shall
use commercially reasonable efforts to cooperate with Goble in seeking to
expunge all Form U-5s and other prior regulatory filings made by the Company
with the NASD in connection with Goble's purported termination as an employee of
the Company, including, without limitation, to jointly and promptly seek the
entry of a stipulated order to be entered into by the circuit court upon
approval of this Agreement.

3.       REPRESENTATIONS AND WARRANTIES.

         3.1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby
represents and warrants to Goble as follows:

                  (a)      CORPORATE POWER. The Company has the requisite
                           corporate power and





                                       3

Company:________                                                  Goble:________
<PAGE>

                           authority to enter into this Agreement and consummate
                           the transactions contemplated hereby.

                  (b)      AUTHORITY. This Agreement and the transactions
                           contemplated hereby have been authorized by all
                           necessary corporate action of the Company and is a
                           valid and binding agreement of the Company
                           enforceable against the Company in accordance with
                           its terms.

                  (c)      NO DEFAULTS. The execution, delivery and performance
                           of this Agreement and the consummation of the
                           transactions contemplated hereby, do not and will not
                           constitute a breach or violation of, or a default
                           under, the Company's articles of incorporation or
                           bylaws or Section 607.06401 of the Florida Business
                           Corporation Act.

                  (d)      COMPANY REPORTS. The Company's Annual Report on Form
                           10-K for the year ended December 31, 2002 and its
                           Quarterly Report on Form 10-Q for the quarter ended
                           June 30, 2003 did not contain at the time filed any
                           untrue statement of a material fact or omit to state
                           any material fact required to be stated therein or
                           necessary to make the statements therein, in the
                           light of the circumstances under which they were
                           made, not misleading to a reasonable investor in
                           connection with such reasonable investor's decision
                           to sell shares of Common Stock.

                  (e)      ABSENCE OF CERTAIN CHANGES AT THE COMPANY. Since June
                           30, 2003, there has not been any event, occurrence,
                           development or state of circumstances or facts which
                           would be material to a reasonable investor's decision
                           to sell shares of Common Stock, other than as set
                           forth in the Disclosure Letter.

                  (f)      INFORMATION REGARDING ADVANTAGE. The Company has
                           delivered to Goble all information requested by Goble
                           relating to the business and operations of Advantage
                           since May 28, 2003, and such information did not
                           contain at the time delivered to Goble any untrue
                           statement of a material fact or omit to state any
                           material fact required to be stated therein or
                           necessary to make the statements therein, in the
                           light of the circumstances under which they were
                           made, not misleading to a reasonable investor in
                           connection with such reasonable investor's decision
                           to purchase the Advantage Stock.

                  (g)      ABSENCE OF CERTAIN CHANGES AT ADVANTAGE. Since May
                           28, 2003, there has not been any event, occurrence,
                           development or state of circumstances or facts which
                           would be material to a reasonable investor's decision
                           to purchase the Advantage Stock, other than as set
                           forth in the Disclosure Letter.

         3.2. REPRESENTATIONS AND WARRANTIES OF GOBLE. Goble represents and
warrants to the Company that (a) this Agreement is a legal, valid and binding
obligation of Goble, enforceable against Goble in accordance with its terms, (b)
Goble is the sole beneficial owner of the Goble Shares and has the right to sell
the Goble Shares to the Company as contemplated by this Agreement, (c) after
consummation of the transactions contemplated by




                                       4


Company:________                                                  Goble:________
<PAGE>

this Agreement Goble will not be the beneficial owner, directly or indirectly,
of any shares of Common Stock or have the right, directly or indirectly, to
acquire any shares of Common Stock and (d) Goble has returned to the Company,
previously or simultaneously with the execution of this Agreement, all books,
documents and records of the Company (whether copies or originals and whether on
paper or stored electronically, including tape recordings or any conversations
involving any employee of the Company) that are, directly and indirectly, in his
possession, custody or control.

4.       EMPLOYMENT AGREEMENT.

         As of the Effective Date, the Company and Goble agree that the
Employment Agreement shall be terminated in all respects, with the exception of
Section 6.1(a): "Confidential Information" and Section 6.1(b): "Rights to
Inventions, Patents and Copyrights" which shall survive until October 31, 2006,
and Section 6.2: "Non-solicitation of Employees" and Section 6.3: "Covenant Not
to Compete" which shall survive until October 31, 2005. Notwithstanding anything
in the Employment Agreement to the contrary, Goble shall have the right to own
the Advantage Stock and operate the business of Advantage (including creating a
trading operation), but shall not have the right to operate a retail brokerage
business until after October 31, 2004, except for the account of himself, his
immediate family members and any full-time employees of Advantage.

5.       ACQUISITION OF CAPITAL STOCK.

         As of the Effective Date, Goble agrees that until December 31, 2023, he
will not, directly or indirectly, become the beneficial owner of any shares of
capital stock of the Company or have the right, directly or indirectly, to
acquire or to vote any shares of capital stock of the Company. As used in this
Agreement, the term "beneficial owner" shall have the meaning set forth in Rule
13d-3 promulgated under the Securities Exchange Act of 1934, as amended. Until
December 31, 2023, each of the Company and Gagne will not, directly or
indirectly, become the beneficial owner of any shares of capital stock of
Advantage or have the right, directly or indirectly, to acquire or to vote any
shares of capital stock of Advantage.

6.       SHAREHOLDERS AGREEMENT; VOTING AGREEMENT.

         As of the Effective Date, the parties acknowledge and agree that the
transfer restrictions contained in that certain shareholders agreement, dated as
of March 13, 2000, by and among Goble, the Company and Gagne (the "Shareholders
Agreement"), are hereby waived. As of the Effective Date, the parties further
acknowledge and agree that the Shareholders Agreement and that certain Voting
Agreement, dated March 13, 2000, by and between Goble and Gagne shall be, and
hereby is, deemed to be null and void in all respects. As of the Effective Date,
Goble agrees to vote all shares of Common Stock beneficially owned by Goble in
favor of the election of the Company's nominees for director and for approval of
the Company's Amended and Restated 2000 Stock Option Plan at the Company's 2003
annual meeting of stockholders or any adjournment thereof.

7.       OPERATIONS OF ADVANTAGE.

         From the Effective Date through the Approval Date (the "Interim
Period"), the Company shall cause Goble to be the sole director of Advantage and
Goble agrees to operate Advantage in




                                       5


Company:________                                                  Goble:________
<PAGE>

the normal course of business, consistent with past practices and in compliance
with all applicable rules and regulations. During the Interim Period, Goble will
not represent or advise any person that he is the owner of Advantage. Goble
agrees that he will take all actions necessary or desirable to cause Advantage
(without any charge or expense of any kind whatsoever to the Company or its
subsidiaries) (a) to complete as soon as reasonably practicable, but in no event
later than December 15, 2003, the deconversion process currently underway with
respect to the transfer of the customer accounts of Empire Financial Group, Inc.
to Penson Financial Services, Inc. and (b) to provide to the customers of Empire
Financial Group, Inc. all 2003 year-end reports and information statements
(including, without limitation, Form 1099's, Form 1042's and Form 5498's) that
Advantage has historically provided to such customers.

8.       ASSETS OF ADVANTAGE; LIABILITIES OF ADVANTAGE.

         On or before the Effective Date, Goble acknowledges and agrees that the
Company shall have the right to cause Advantage to distribute to the Company all
of the assets of Advantage (except for furniture, desks, equipment, and other
tangible assets used in the business or operation of Advantage and located in
the space currently utilized by Advantage, software developed and utilized by
Advantage, the websites located at and the domain names AdvantageTrading.com and
Advantageclearing.com, office furniture that was as of May 28, 2003 located in
the office then occupied by Goble, three computer servers [which will be
relocated at the Company's expense to Advantage's space and which will contain
the Xavier, E-blotter and Scan Document programs] and all books and records
relating to the business or operations of Advantage), including without
limitation, copies of all books and records relating to the business or
operations of Advantage, all tax gains or losses, fully-paid, licensed copies of
all software developed and utilized by Advantage, all receivables relating to
the business or operation of the Company prior to the Effective Date and all
cash or cash equivalents of Advantage, provided, however, that the Company will
cause the cash and cash equivalents (including deposits, securities held,
security fails, moneys due from correspondents, trade receivables and other
similar items) of Advantage to be equal to $1,000,000 on the Effective Date (the
"Cash Balance"). The Company shall cause Advantage to pay all liabilities
incurred by Advantage in the ordinary course of business prior to the Effective
Date, including, without limitation, Advantage's pro rata portion of its lease
obligation and employee salaries and commissions incurred prior to the Effective
Date and all obligations or liabilities not incurred in the ordinary course of
business during the period from May 28, 2003 to the date immediately prior to
the Effective Date. The parties understand and agree that Advantage (and not the
Company) shall remain obligated for all liabilities, fines and other costs and
expenses incurred by Advantage in connection with the pending NASD investigation
of Advantage and all other regulatory investigations regarding Advantage (except
for investigations that arise solely in connection with the operations of
Advantage from May 28, 2003 to the date immediately prior to the Effective
Date).

         As an accommodation to the orderly transition of Advantage as an
independent business operation, the Company will permit Advantage for a period
of 30 days from the Effective Date to utilize the Company's existing e-mail and
telephone systems related to the business and operations of Advantage and have
access to the Company's scanners, shredders and copy machines located on the
first floor of the Company's space for the normal and customary use of
Advantage. Advantage shall promptly pay to the Company the costs associated with
utilizing the telephone system,




                                       6

Company:________                                                  Goble:________
<PAGE>

including, without limitation, line charges and long distance charges and also
Advantage's pro rata portion (based on the square feet utilized) of any
electricity bills received by the Company that cover the space utilized by
Advantage. Advantage shall have the right to retain its current Internet and
e-mail addresses utilized in its business and shall have the right to the
following telephone numbers: 800-707-0278, 407-774-6281, 407-774-2275 and
407-551-0435. The Company will reasonably cooperate in the transfer of such
e-mail addresses and telephone numbers to Advantage. Goble acknowledges and
agrees that Advantage will not, directly or indirectly, have administrative or
supervisory access to the Company's e-mail and telephone systems.

         As soon as practical (and in no event later than 45 days after the
Effective Date), Company shall cause to be prepared and delivered to Goble (i) a
detailed statement setting forth the Cash Balance of Advantage as of the
Effective Date (the "Cash Balance Calculation"). The Cash Balance Calculation
shall be prepared in accordance with the terms of this Agreement. Goble shall be
entitled to review the Cash Balance Calculation and any working papers, trial
balances and similar materials relating to the Cash Balance Calculation prepared
by the Company. Goble shall provide the Company and its accountants with timely
access, during Advantage's normal business hours, to Advantage's personnel,
properties, books and records to the extent related to the determination of the
Cash Balance Calculation.

         Within 30 days after delivery to Goble of the Company's statements of
the Cash Balance Calculation, Goble may deliver to the Company a written report
("Goble's Report") prepared by Goble's accountants ("Goble's Accountants")
advising the Company either that Goble's Accountants (A) agree with the Cash
Balance Calculation, or (B) deem that one or more adjustments are required. The
costs and expenses of the services of Goble's Accountants shall be borne by
Goble. If the Company shall concur with the adjustments proposed by Goble's
Accountants, or if the Company shall not object thereto in a writing delivered
to Goble within 30 days after the Company's receipt of Goble's Report, the Cash
Balance Calculation set forth in Goble's Report shall become final and shall not
be subject to further review, challenge or adjustment absent fraud. If Goble
does not submit Goble's Report within the 30-day period provided herein, then
the Cash Balance Calculation as prepared by the Company shall become final and
shall not be subject to further review, challenge or adjustment absent fraud.

         In the event that Goble submits Goble's Report and the Company and
Goble's Accountants are unable to resolve the disagreements set forth in such
report within 30 days after the date of Goble's Report, then such disagreements
shall be referred to a recognized firm of independent certified public
accountants selected by mutual agreement of the Company and Goble (the
"Settlement Accountants"), and the determination of the Settlement Accountants
shall be final and shall not be subject to further review, challenge or
adjustment absent fraud. The Settlement Accountants shall use their best efforts
to reach a determination not more than 30 days after such referral. The costs
and expenses of the services of the Settlement Accountants shall be paid by
Goble if (A) the difference between (i) the Cash Balance Calculation resulting
from the determination of the Settlement Accountants, and (ii) the Cash Balance
Calculation resulting from the determination set forth in Goble's Report, is
greater than (B) the difference between (i) the Cash Balance Calculation
resulting from the determinations of the Settlement Accountants, and (ii) the
Cash Balance Calculation resulting from the Company's determination



                                       7


Company:________                                                  Goble:________
<PAGE>

of the Cash Balance Calculation; otherwise, such costs and expenses of the
Settlement Accountants shall be paid by the Company.

         The difference between $1,000,000 and the final determination of the
Cash Balance Calculation will be paid by the Company or Goble, as the case may
be, within 15 days of the final determination of the Cash Balance Calculation in
accordance with the foregoing provisions.

         In addition, Goble understands and agrees that all customer account
information relating to customers of the Company and its subsidiaries (other
than Advantage) shall be maintained by the Company on behalf of Advantage (but
shall be made available by the Company on behalf of Advantage to any regulatory
authority requesting such information) and that neither Advantage or Goble shall
have the right, directly or indirectly, to access, use for any purpose, sell or
disclose to any person any of such customer information, except as specifically
provided for in this Agreement.

9.       DISMISSAL WITH PREJUDICE OF PENDING LITIGATION.

         Contemporaneously with the execution of this Agreement, the Company and
Goble shall notify the Court in Case No. 03-CA-1315, in the Circuit Court in and
for Seminole County, Florida (the "Seminole County Action") and the NASD in Case
Nos. 03-00998 and 03-03787 (collectively the "NASD Proceedings) that this
Agreement has been reached between the Company and Goble. With respect to the
Seminole County Action, the Company and Goble shall each (a) take all necessary
actions to ensure that the Court removes the action from the non-jury trial
docket, without prejudice; (b) refrain from initiating any discovery, including,
without limitation, the taking of depositions, from the date of execution of
this Agreement through the date of entry of an Order approving this Agreement;
and (c) shall file a Joint Motion for Approval of the Settlement Agreement and
an Order dismissing all claims, counterclaims and third party claims with
prejudice, with a reservation of jurisdiction to enforce the terms of this
Agreement or any Other Agreement. With respect to the NASD Proceedings, the
parties shall refrain from initiating any discovery against each other,
including, without limitation, the taking of depositions, from the date of
execution of this Agreement through the date this Agreement is approved by the
Court.

         At the time this Agreement is approved by the Court, all claims,
cross-claims and counterclaims asserted by the Company or Goble against the
other, or by and between Goble and Kevin M. Gagne in the NASD Proceedings, shall
be dismissed with prejudice. The Company, on the one hand, and Goble and
Advantage, on the other hand, shall each defend themselves against any claims
brought against either or both of them in the NASD Proceedings by Scott R.
Reynolds (the "Reynolds Claims") and, with respect to such claims shall (a)
reasonably cooperate to jointly defend the Reynolds Claims; (b) shall each be
responsible for the cost of their own counsel, without any right of
indemnification from the other; and (c) shall each be responsible for paying any
settlement which either may elect to enter into, or arbitration award or
judgment which may be entered against either of them, without any right of
indemnification or contribution. In the event that a judgment or award is
entered jointly and severally against the Company, on the one hand, and Goble
and Advantage, on the other hand, the parties agree that each of them shall be
responsible for satisfying 50% of such judgment or award, and should either of
them voluntarily pay the 50% obligation of the other such party shall have a
right of indemnification for such 50% from the non-paying party.




                                       8

Company:________                                                  Goble:________
<PAGE>

         In the event that the Circuit Court refuses to approve this Agreement,
the parties agree to jointly file a Petition for a Writ of Certiorari to the 5th
District Court of Appeal and affirmatively seek a reversal of the Circuit Court.
In the event that the refusal of the Circuit Court to approve this Agreement is
affirmed on appeal, then the Company and Goble shall each have the right to
elect to prosecute all claims, cross-claims and counterclaims in both the
Seminole County Action and the NASD proceedings, including the taking of
discovery and requesting that the Seminole County Action be docketed for either
(a) a hearing on the issue of the valuation of Goble's shares in the Company;
and/or (b) a full trial on the merits of the claims, cross-claims and
counterclaims asserted by the parties.


10.      ALTERNATIVE TRANSFEREE.

         In the event that the Company is not able to transfer the Advantage
Stock to Goble in material compliance with the rules and regulations of the
NASD, the Securities and Exchange Commission or any other government or
regulatory agency on or before March 31, 2004 (the "Final Date"), then Goble
shall have the right to propose another transferee of the Advantage Stock and
the Company shall cooperate in transferring the Advantage Stock to such
transferee, including making the appropriate regulatory notices.

11.      INDEMNIFICATION.

         (a) BY THE COMPANY. The Company shall indemnify, save and hold harmless
Goble from and against any and all costs, losses, liabilities, damages,
lawsuits, deficiencies, claims and expenses, including without limitation,
interest, penalties, reasonable attorneys' fees and expenses (including fees and
expenses of in-house legal counsel) and all amounts paid in investigation,
defense or settlement of any of the foregoing (herein, the "Damages"), incurred
in connection with or arising out of or resulting from (i) any breach of any
covenant or agreement, or the inaccuracy of any representation or warranty, made
by the Company in or pursuant to this Agreement, (ii) taxes of Advantage for all
taxable years (or other taxable periods) during which Advantage was a part of
the consolidated group of the Company, (iii) any liability or obligation related
to any legal proceedings or investigation, whether absolute or contingent, known
or unknown, accrued or unaccrued, asserted or unasserted, involving the business
or operations of Advantage during the period from May 28, 2003 to the date
immediately prior to the Effective Date, other than legal proceedings described
in the Disclosure Letter, and (iv) any liability or obligation, whether accrued,
absolute, contingent, known or unknown or otherwise, existing or arising out of
any transaction during the period from May 28, 2003 to the date immediately
prior to the Effective Date, unless such liability or obligation (A) was
disclosed, reflected or reserved against in the financial statements of
Advantage or (B) arose under contracts, commitments, transactions or
circumstances identified in the Disclosure Letter.

         (b) BY GOBLE. Goble shall indemnify, save and hold harmless the Company
and its officers, directors, employees, representatives and agents from and
against any and all Damages incurred in connection with or arising out of or
resulting from (i) any breach of any covenant or warranty, or the inaccuracy of
any representation, made by Goble in or pursuant to this




                                       9

Company:________                                                  Goble:________
<PAGE>

Agreement, (ii) taxes of Advantage for all periods commencing from and after the
Effective Date, (iii) any liability or obligation of Advantage related to any
legal proceedings or investigation, whether absolute or contingent, known or
unknown, accrued or unaccrued, asserted or unasserted, involving the business or
operations of Advantage prior to May 28, 2003 or on or after the Effective Date,
including, without limitation, the pending NASD investigation of Advantage, and
(iv) any liability or obligation, whether accrued, absolute, contingent, known
or unknown or otherwise, existing or arising out of any transaction on or after
the Effective Date.

         (c) CLAIMS. If a claim for Damages is to be made by a party entitled to
indemnification hereunder against the indemnifying party, the party entitled to
such indemnification shall give written notice to the indemnifying party as soon
as practical after the party entitled to indemnification becomes aware of any
fact, condition or event which may give rise to Damages for which
indemnification may be sought under this Section 9.3. Neither Goble nor the
Company will have any indemnification obligation under this Agreement unless
notice is given of any claim for indemnification prior to the end of the period
during which representations, warranties, covenants and agreements survive as
provided in this Agreement. If any claim, lawsuit, proceeding or action is filed
against any party entitled to the benefit of indemnity hereunder, written notice
thereof shall be given to the indemnifying party as promptly as practicable (and
in any event within 15 days after the service of the citation or summons);
provided, that the failure of any indemnified party to give the notice required
by the preceding clause shall not affect rights to indemnification hereunder
except to the extent that the indemnifying party demonstrates actual damage
caused by such failure. After such notice, if the indemnifying party shall
acknowledge in writing to the indemnified party that the indemnifying party
shall be obligated under the terms of its indemnity hereunder in connection with
such lawsuit or action, then, except as provided below, the indemnifying party
shall be entitled, if it so elects, to take control of the defense and
investigation of such lawsuit or action and to employ and engage attorneys of
its own choice to handle and defend the same, at the indemnifying party's cost,
risk and expense provided that the indemnifying party and its counsel shall
proceed with diligence and in good faith with respect thereto. The indemnified
party shall cooperate (at the indemnifying party's expense) in all reasonable
respects with the indemnifying party and such attorneys in the investigation,
trial and defense of such lawsuit or action and any appeal arising therefrom;
provided, however, that the indemnified party may, at its own cost, participate
in the investigation, trial and defense of such lawsuit or action and any appeal
arising therefrom and provided, further, that if the indemnifying party shall
not have employed counsel to direct the defense of any such action or if any
such indemnified party or parties shall have reasonably concluded that there may
be defenses available to it or them which are different from or additional to
those available to the indemnifying party (in which case the indemnifying party
shall not have the right to direct the defense of such action on behalf of the
indemnified party or parties), legal and other expenses thereafter reasonably
incurred by the indemnified party shall be borne by the indemnifying party. An
indemnified party shall not be entitled to any payment under an indemnity
hereunder with respect to any action or portion of an action until such action
or portion shall have been settled by agreement among the pertinent parties or
shall have been finally determined (including any appeals unless by agreement no
further appeals are taken) by a court or board of arbitration of competent
jurisdiction. No indemnifying party shall be required to pay indemnification
hereunder as a result of a settlement or compromise unless the indemnified




                                       10


Company:________                                                  Goble:________
<PAGE>

party shall have given its prior written consent to such settlement or
compromise, which consent shall not be unreasonably withheld.

12.      MISCELLANEOUS.

         12.1. NO ASSIGNMENT. Except as provided herein, the parties hereby
represent and warrant to each other that they have not made any sale,
assignment, transfer, conveyance or other disposition of any of their actual or
potential claims, actions, cross-claims, counterclaims, defenses and causes of
action against each other and that they are authorized to execute, deliver and
perform under this Agreement.

         12.2. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations
and warranties contained herein or made in writing by any party in connection
herewith will survive the execution and delivery of this Agreement indefinitely,
except for the representations and warranties contained in Sections 3.1(d), (e),
(f) and (g), which shall survive until December 31, 2003.

         12.3. TIME IS OF THE ESSENCE. Time is of the essence.

         12.4. VENUE. Sole and exclusive venue for enforcement of this Agreement
and any subsequent court proceedings thereon or relating thereto shall be in the
trial courts in and for Seminole County, Florida.

         12.5. WAIVER. The failure of any party to declare any default
immediately upon occurrence thereof, or delay in taking any action in connection
therewith, shall not waive such default, but the parties hereto shall have the
right to declare any such default at any time. No waiver by any party of a
default by another party shall be implied, and no express waiver by any party
shall affect any default other than the default specified in such waiver and
then only for the time and extension stated therein. No waiver of any term,
provision, condition or covenant of this Agreement by any party shall be deemed
to imply or constitute a further waiver by any party of any other term,
provision, condition or covenant of this Agreement. Notwithstanding any
applicable law, the terms of this Section and the other provisions of this
Agreement may not be waived by any prior, contemporaneous, concurrent, or
subsequent course of dealing, course of conduct or trade practice.

         12.6. ARMS-LENGTH AGREEMENT. The parties hereto mutually acknowledge
and agree that this Agreement and the matters memorialized herein have been
fully negotiated with the assistance of counsel at arms-length. The parties
further stipulate and agree that (a) the choice of law, venue and jurisdiction
clauses contained in this Agreement are reasonable, (b) neither party had
overwhelming bargaining power and (c) all parties were represented by counsel of
their choice and were fully advised concerning this Agreement.

         12.7. ENTIRE AGREEMENT. The parties are not relying upon any prior,
contemporaneous, or concurrent oral, tacit, or written representation,
statement, letter agreement, understanding, side-deal, inducement, warranty, or
utterance as an inducement to enter into this Agreement. This written Agreement
and the Other Agreements together constitute the entire understanding of the
parties with respect to the disposition of the matters contained herein and all
oral, tacit, or




                                       11


Company:________                                                  Goble:________
<PAGE>

written representations, side-deals, conversations, inducements, understandings,
warranties, utterances or agreements made prior to, contemporaneously with,
and/or concurrently with the execution and delivery of this Agreement are merged
into this written document and are of no further force and effect.

         12.8. MODIFICATIONS. No change, modification or waiver of any provision
of this Agreement or any Other Agreement shall be valid or binding unless it is
in writing and signed by all parties to this Agreement or the Other Agreement,
as the case may be. Notwithstanding any applicable law, the terms of this
Section and all other provisions of this Agreement or any Other Agreement may
not be waived by any prior, contemporaneous, concurrent, or subsequent course of
dealing, course of conduct, trade practice, or attempted modification.

         12.9. SUCCESSORS AND PARTIES IN INTEREST. This Agreement is binding
upon all parties and, as applicable, its or his officers, directors,
shareholders, affiliates, parent companies, subsidiaries, related entities,
employees, representatives, legal representatives, assigns, transferees,
predecessors, heirs, partners, principals, attorneys and agents.

         12.10. CONSTRUCTION. This Agreement was negotiated and prepared jointly
by the parties hereto and their respective legal counsel. The provisions of this
Agreement shall be construed according to their fair meaning and neither for nor
against any party hereto irrespective of which party caused such provisions to
be drafted. The headings in this Agreement are only for convenience and cannot
be used in interpretation.

         12.11. ATTORNEYS' FEES. In any proceeding to enforce or concerning this
Agreement, in addition to any other relief that the prevailing party may be
entitled to, the prevailing party shall be entitled to recover their attorneys'
fees and costs incurred at the trial and appellate levels, including, without
limitation, any attorneys' fees and costs incurred in litigating the entitlement
to and amount of such attorneys' fees and costs.

         12.12. CHOICE OF LAW. This Agreement shall be construed in accordance
with the laws of the State of Florida, and any dispute arising out of, connected
with, related to, or incidental to the relationship between the parties in
connection with this Agreement, whether arising in tort, contract, equity, or
otherwise, shall be resolved in accordance with the internal laws (as opposed to
the conflicts of laws provisions) and decisions of the State of Florida.

         12.13. SEVERABILITY. Wherever possible, each portion of this Agreement
shall be interpreted in such a manner as to be valid, effective and enforceable
under the applicable law. If any portion of this Agreement is held to be
invalid, illegal, against public policy, or unethical by a court of competent
jurisdiction or other regulatory or administrative authority, under the terms
hereof, such provision shall be severed therefrom and such invalidity shall not
affect any other portion of this Agreement, the balance of which shall remain
in, and have its intended, full force and effect.

         12.14. NOTICES. All notices permitted under this Agreement shall be
sent to:





                                       12


Company:________                                                  Goble:________
<PAGE>

                  FOR GOBLE:               282 Snowfields Run
                                           Lake Mary, Florida 32746
                                           Facsimile: 407.805.0900

                  WITH A COPY TO:          Lee & Amtzis, P.L.
                                           5550 Glades Road, Suite 401
                                           Boca Raton, Florida  33431
                                           Attn: Eric Lee, Esq.
                                           Facsimile: 561.981.9980


                  FOR THE COMPANY:         Empire Financial Holding Company
                                           1385 West State Road 434
                                           Longwood, Florida  32750
                                           Attention: Kevin M. Gagne, Chief
                                                      Executive Officer
                                           Facsimile: 407.682.1664

                  WITH A COPY TO:          Greenberg Traurig, P.A.
                                           1221 Brickell Avenue
                                           Miami, Florida 33131
                                           Attn:  Phillip J. Kushner, Esq.
                                           Facsimile: 305.579.0717

                                           and

                                           Greenberg Traurig, P.A.
                                           450 South Orange Avenue, Suite 650
                                           Orlando, Florida 32801
                                           Attn:  David Oliver, Esq.
                                           Facsimile: 407.841.1295


or such other addresses which the parties may designate in writing from time to
time.

         12.15. COUNTERPARTS. If the parties deem it expedient, this Agreement
may be executed in counterparts, with each counterpart being of equal dignity.

         12.16. FURTHER DOCUMENTS. In the event that further documents are
required or permitted to be executed in order to effectuate the purposes of this
Agreement, then each of the Company and Goble hereby covenant and agree that
they shall execute such documents within three business days of receipt of such
request, together with a copy of the proposed documents.

         12.17. MUTUAL SIGNATURE. The parties expressly acknowledge and agree
that this Agreement is not binding on any party unless and until it has been
signed by all parties in the spaces provided below or in counterparts and unless
and until payment has been made as contemplated hereunder.





                                       13


Company:________                                                  Goble:________
<PAGE>

         12.18. LEGALITY. The parties represent, warrant and covenant that they
know of no reason why this Agreement is in violation of any federal, state, or
local statute, regulation, rule or ordinance.

         12.19. JURY TRIAL. AS A MATERIAL INDUCEMENT TO ENTER INTO THIS
AGREEMENT, THE PARTIES HEREBY WAIVE ANY RIGHT TO A JURY TRIAL OR TO HAVE A JURY
PARTICIPATE IN RESOLVING A DISPUTE, WHETHER SOUNDING IN TORT, CONTRACT, EQUITY,
OR OTHERWISE ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE
RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT.








                                       14


Company:________                                                  Goble:________

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Stock
Purchase and Settlement Agreement on the date first set forth above.

                                     EMPIRE FINANCIAL HOLDING COMPANY,
                                     a Florida corporation


                                     By: /s/ KEVIN M. GAGNE
                                         -------------------------------------
                                          Kevin M. Gagne
                                          Chief Executive Officer

                                     RICHARD L. GOBLE, individually and as
                                     trustee of the Goble First Revocable Trust



                                     /s/ RICHARD L. GOBLE
                                     ------------------------------------------
                                         Richard L. Goble


                                     HENRY N. DREIFUS, individually


                                     /s/ HENRY N. DREIFUS
                                     ------------------------------------------
                                         Henry N. Dreifus


                                     KEVIN M. GAGNE, individually


                                     /s/ KEVIN M. GAGNE
                                     ------------------------------------------
                                         Kevin M. Gagne


                                     BRADLEY L. GORDON, individually


                                     /s/ BRADLEY L. GORDON
                                     ------------------------------------------
                                         Bradley L. Gordon


                                     JOHN J. TSUCALAS, individually


                                     /s/ JOHN J. TSUCALAS
                                     ------------------------------------------
                                         John J. Tsucalas






                                       15

</TEXT>
</DOCUMENT>
