EMPLOYMENT AGREEMENT



This Employment Agreement (the "Employment  Agreement") is made and entered into

as of June 1, 2004, by and between JB OXFORD HOLDINGS,  INC., a Utah corporation

(together with its  wholly-owned  subsidiaries JB Oxford & Company  ("JBOC") and

National Clearing Corp. hereinafter called the "Company"); and BARRY S. FISCHER,

an individual residing in the State of California ("Executive").



                              W I T N E S S E T H:

                               - - - - - - - - - -



      WHEREAS,  Executive is a principal  officer of the Company and an integral

part of its management;



      WHEREAS, the Company is experiencing  financial  difficulties and is under

investigation by the Securities and Exchange  Commission and other  authorities;

and



      WHEREAS,  the Company  desires to sell  substantially  all of the customer

accounts of JBOC to a third party (the "Transaction");



      WHEREAS,  the  Company  wishes to assure  both  itself  of  continuity  of

management to maintain the  Company's  and JBOC's  business and customer base in

order to  facilitate  the  Transaction  and provide a transition  and  necessary

business support following the closing of the Transaction; and



      WHEREAS,  Executive  has  agreed to  continue  providing  services  to the

Company and JBOC upon the terms and subject to the  conditions set forth in this

Agreement;



AGREEMENT



      1. Recitals.  The  statements  contained in the recitals of fact set forth

above are true and correct and by this reference are  incorporated in and made a

part of this Agreement.



      2. Purpose and Intent. The Board of Directors of the Company (the "Board")

recognizes  that the uncertainty  and questions  which  necessarily  arise among

management prior to a transaction of the type  contemplated  creates anxiety and

concern,  and may  result in the  departure  or  distraction  of key  management

personnel to the  detriment of the Company and its  shareholders  in this period

when their  undivided  attention  and  commitment  to the best  interests of the

Company and its shareholders are particularly important. Accordingly, the Board,

through  the  action  of  its  Compensation   Committee,   has  determined  that

appropriate  steps  should be taken to reinforce  and  encourage  the  continued

attention  and  dedication  of members of the  Company's  management,  including

Executive,  to  their  assigned  duties  without  distraction  in  the  face  of

potentially disturbing circumstances arising from the Transaction.





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      3. Term of  Agreement.  This  Agreement  shall be  effective as of June 1,

2004,  and shall remain in effect for a period of one (1) year  thereafter  (the

"Term").  After the end of the Term,  this  Agreement  shall continue until such

time as either party gives written notice of termination to the other party.



      4. Capacity and Duties. Executive is and shall be employed in the capacity

of  General  Counsel  and  Secretary  of the  Company  and shall have such other

duties,  responsibilities  and authorities,  including as an officer of JBOC and

NCC,  as are  assigned  to him by the Chief  Executive  Officer or the boards of

directors  of the  respective  companies,  so long as  such  additional  duties,

responsibilities  and authorities are consistent with  Executive's  position and

level of  authority as General  Counsel and  Secretary.  Executive  shall report

directly to the Chief Executive  Officer of the Company.  Subject to the control

and general  directions  of the Chief  Executive  Officer of the Company and the

general  policies  and  guidelines  established  by  the  respective  boards  of

directors,  and except as  otherwise  herein  provided,  Executive  shall devote

substantially  all of his business  time,  best efforts and attention to promote

and advance the business of the Company and to perform diligently and faithfully

all the duties, responsibilities and obligations of Executive to be performed by

him under this Agreement.



      5.  Place of  Employment.  Executive's  principal  place of work  shall be

located at the principal offices of the Company and JBOC in Southern California.



      6. Compensation.  During the employment  period,  subject to all the terms

and  conditions  of this  Agreement and as  compensation  for all services to be

rendered by Executive under this Agreement,  the Company shall pay to or provide

Executive with the following:



            (a) Base  Salary.  The Company  shall pay to Executive a base annual

      salary at the rate of Two Hundred Fifty Thousand Dollars ($250,000.00) per

      year,  payable at such  intervals (at least  monthly) as salaries are paid

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