EXHIBIT 10.14

SERVICE AGREEMENT

SERVICE AGREEMENT (this “**Service Agreement**”), dated as of January 14, 2008, by and between CIBC DELAWARE HOLDINGS INC., a Delaware corporation, having offices at 300 Madison Avenue, New York, NY 10017 (“**Provider**”) and OPPENHEIMER & CO. INC., a New York corporation, having offices at 300 Madison Avenue, New York, NY 10017 (“**Occupant**”).

W I T N E S S E T H:

WHEREAS, pursuant to the terms of that certain Amended and Restated Lease, dated as of April 24, 2002 (as the same may be amended, restated or otherwise modified from time to time, the “**Lease**”), BFP 300 Madison II LLC, a Delaware limited liability company (the “**Landlord**”) leased to Provider certain premises, a portion of which consists of approximately 1,307 square feet of space on the sub cellar level, approximately 47,476 square feet of space comprising the entire 3rd floor, approximately 47,619 square feet of space comprising the entire 4th floor, approximately 29,159 square feet of space on the 5th floor, approximately 1,577 square feet of space on the 6th floor and approximately 34,596 square feet of space on the 7th floor (collectively, the “**Space**”), as shown on Exhibit A attached hereto and made a part hereof, located in the building located at 300 Madison Avenue, New York, New York (the **“Building**”); and

WHEREAS, Provider desires to permit Occupant to occupy the Space and provide certain services to Occupant upon the terms and conditions set forth herein; and

WHEREAS, pursuant to the terms of that certain Asset Purchase Agreement, dated as of November 2, 2007 (the “**Asset Purchase Agreement**”) by and among Oppenheimer Holdings Inc., a Canadian corporation (“**Buyer Parent**”), Oppenheimer & Co. Inc., a New York corporation and a wholly-owned indirect broker/dealer subsidiary of Buyer Parent (“**Buyer**”), Canadian Imperial Bank of Commerce, a Canadian chartered bank (“**Seller Parent**”), CIBC World Markets Corp., a Delaware corporation and a wholly-owned indirect broker/dealer subsidiary of Seller Parent (the “**Company**”), and CIBC World Markets plc, a public limited company organized under the laws of England and a wholly-owned direct broker/dealer subsidiary of Seller Parent (“**UK Seller**”), Seller Parent agreed to cause Provider, and Buyer agreed to cause Occupant, to enter into this Service Agreement.

NOW, THEREFORE, in consideration of the fees to be paid hereunder by Occupant to Provider and the mutual terms, covenants and conditions hereinafter set forth, Provider does hereby permit Occupant to occupy the Space upon the terms and conditions of this Service Agreement.  

1.

Definitions.  The terms defined in this Section 1 shall, for the purposes of this Service Agreement, have the following meanings:

“**Affiliate**” means, with respect to a specified Person, a Person that directly or indirectly, through one or more intermediaries, controls, or is controlled by or is under common control with, the Person specified.  

“**Approved Plans and Specifications**” has the meaning set forth in Section 6(c).

“**Asset Purchase Agreement**” has the meaning set forth in the recitals.

“**Building**” has the meaning set forth in the recitals.

“**Business Day**” means any day other than a Saturday or Sunday or other day on which banks in New York, New York, are closed or are authorized to be closed.

“**Buyer**” has the meaning set forth in the recitals.

“**Buyer Parent**” has the meaning set forth in the recitals.

“**Certificate of Occupancy**” means a certificate of occupancy (temporary or permanent) issued by the Department of Buildings of New York City pursuant to Section 645 of the New York City Charter or any successor statute of similar import, or other similar certificate issued by a department or agency of New York City in lieu thereof.

“**Company**” has the meaning set forth in the recitals.

“**Data Center**” has the meaning set forth in Section 9.

“**Default**” means any condition or event which constitutes or, after notice or lapse of time, or both, would constitute an Event of Default.

“**Environmental Claim**” means any claim, action, investigation or written notice by any Person alleging potential liability (including, without limitation, potential liability for investigatory costs, cleanup costs, governmental response costs, natural resources damages, property damages, personal injuries or penalties) arising out of, based on or resulting from (A) the presence, release or threatened release into the environment, of any Hazardous Substance or (B) circumstances forming the basis of any violation, or alleged violation, of any Environmental Law. 

“**Environmental Laws**” means all federal, state, local and foreign laws, statutes, regulations or ordinances, governmental guidelines, contractual obligations, judicial or administrative orders, decrees, directives, judgments and opinions, pertaining to health, industrial hygiene, pollution, Hazardous Substances or the environment, including, but not limited to, each of the following, as enacted as of the date hereof or as hereafter amended: the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (also known as CERCLA), 42 U.S.C. §§ 9601 et seq.; the Resource Conservation and Recovery Act of 1976, 42 U.S.C. §§ 6901 et seq.; the Toxic Substance Control Act, 15 U.S.C. §§ 2601 et seq.; the Water Pollution Control Act (also known as the Clean Water Act), 33 U.S.C. §§ 1251 et seq.; the Clean Air Act, 42 U.S.C. §§ 7401 et seq.; and the Hazardous Materials Transportation Act, 49 U.S.C. §§ 1801 et seq. 

“**Environmental Permits**” means all permits, licenses, authorizations, registrations and other governmental consents required by applicable Environmental Laws. 

“**Environmental Violation**” has the meaning set forth in Section 41(c)(iii). 

“**Event of Default**” has the meaning set forth in Section 17.

“**Expiration Date**” means the date of the expiration of the Occupancy Period as set forth in Section 2(a).

“**Governmental Authority**” means any of the United States of America, the State of New York, New York City and any agency, department, commission, board, bureau, instrumentality or political subdivision of any of the foregoing, now existing or hereafter created, having jurisdiction over the Space or any portion thereof.

“**Hazardous Substance**” means any material, waste or substance which is (1) included within the definitions of “**hazardous substances**,” “hazardous materials,” “hazardous wastes,” “toxic or hazardous pollutants,” “toxic materials,” “toxic substances,” or “solid waste” in or pursuant to any Environmental Law, or subject to regulation under any Environmental Law; (2) listed in the United States Department of Transportation Optional Hazardous Materials Table, 49 C.F.R. § 172.101, as enacted as of the date hereof or as hereafter amended, or in the United States Environmental Protection Agency List of Hazardous Substances and Reportable Quantities, 40 C.F.R. Part 302, as enacted as of the date hereof or as hereafter amended; or (3) an explosive, radioactive material, waste or substance, asbestos in any form, a polychlorinated biphenyl, petroleum or a petroleum product or waste oil, natural gas and urea formaldehyde foam insulation. 

“**Impositions**” shall mean the following items imposed by any Governmental Authority: (a) Taxes, (b) personal property taxes, (c) occupancy and rent taxes, (d) water, water meter and sewer rents, rates and charges, (e) excises, (f) levies, (g) license and permit fees, (h) any amounts levied, in whole or in part, for public benefits to the Building, including, without limitation, Business Improvement District and similar charges, and (i) fines, penalties and other similar or like governmental charges applicable to the foregoing and any interest or costs with respect thereto.  

“**Landlord**” has the meaning set forth in the recitals.

“**Landlord’s Consent**” means the written consent of Landlord to this Service Agreement on its standard form of consent or the Landlord being deemed to consent to this Service Agreement pursuant to Section 10.07(b) of the Lease.

“**Late Charge**” means a charge computed on the amount in question at a per annum interest rate equal to the Prime Rate plus 3%; provided, that in no event shall such rate exceed the maximum rate permitted by law.

“**Lease**” has the meaning set forth in the recitals.

“**Occupancy Period**” has the meaning set forth in Section 2(a).

“**Occupant**” has the meaning set forth in the preamble.

“**Occupant’s Property**” has the meaning set forth in Section 14(a).

“**Occupant’s Proportionate Share**” has the meaning set forth in Section 3(a).

“**Other Charges**” shall mean all of the costs, expenses, charges and other amounts (including, without limitation, all Impositions and utility and service costs paid by Provider) of every kind and nature, which relate to the Space and the operation, management, maintenance and repair thereof, and which in each case arise or become due or payable during the Occupancy Period or, to the extent attributable to a period falling within the Occupancy Period, after the Occupancy Period, provided, however, “Other Charges” shall exclude:  (1) interest on and amortization of mortgages encumbering the Building and/or the land underlying same; (2) the cost of tenant improvements made for tenant(s) of the Building (including Provider); (3) leasing or brokerage commissions; (4) the cost of any electricity consumed in space in the Building for occupants other than Occupant (including Provider); (5) salaries and fringe benefits for Building management employees above the grade of senior building manager; (6) costs otherwise includible in Other Charges for which Provider has received reimbursement from insurance (but excluding any deductible amount); (7) costs of repair or replacements incurred by reason of insured fire or other casualty or condemnation, except to the extent of the deductible under any policies of insurance; (8) advertising and promotional expenditures in connection with the leasing of rentable areas of the Building; (9) depreciation of the Building and equipment in the Building; (10) “Rentals” (as defined in the Lease) under the Lease; (11) attorneys’ and other professional and brokerage fees incurred in connection with leasing space to tenants, exercising consent and review rights regarding a particular tenant, tenant disputes (including, disputes with Provider) and/or attorneys’ fees incurred in connection with the enforcement of any particular tenant's lease against such tenant; (12) the costs of the acquisition or leasing of any works of fine art or other movable decorative Building enhancements not constituting fixtures; (13) costs for which Provider is actually reimbursed under warranties; (14) costs incurred due to the violation by Provider (excluding Occupant) or any tenant of the Building of any laws, rules, regulations or ordinances applicable to the Building; (15) financing and refinancing costs in respect of any mortgages encumbering the Building; (16) capital expenditures and capitalized lease obligations; (17) any costs relating to any portions of the Building that are not “Office Premises” as defined in the Lease and (18) legal costs and expenses directly incurred by Provider in connection with the sale or transfer of all or any portion of the Building.

“**person**” means a natural person or persons, a partnership, a corporation, a limited liability company or any other form of business or legal association or entity.  

“**Person**” means an individual, corporation, partnership, joint venture, estate, trust, unincorporated association or other entity, any federal, state, county or municipal government or any bureau, department, authority or agency thereof.

“**Prime Rate**” means the rate published from time to time by The Wall Street Journal as the “Prime Rate” or “Base Rate”, and if such prime rate shall cease to be so published, then the term “Prime Rate” shall mean the commercially recognized equivalent.  Any interest payable with reference to the Prime Rate shall be adjusted on a daily basis, based upon the Prime Rate in effect at the time in question, and shall be calculated with respect to the actual number of days elapsed on the basis of a 360-day year with 12 months of 30 days each.

“**Provider**” has the meaning set forth in the preamble.

“**Provider Party**” means Provider or any of its respective partners, members, shareholders, principals, officers, directors, agents, employees, consultants, contractors, predecessors, successors or Affiliates.

“**Provider’s Last Month Rent**” has the meaning set forth in Section 19(b).

“**Regulated Activity**” means the generation, manufacture, storage, handling, use, transfer, treatment, recycling, transportation, processing, production, refinement or disposal of any Hazardous Substances.

“**Requirements**” has the meaning set forth in Section 13.

“**Seller Parent**” has the meaning set forth in the recitals.

“**Service Agreement**” has the meaning set forth in the preamble.

“**Service Fee**” has the meaning set forth in Section 3(a).

“**Space**” has the meaning set forth in the recitals.

“**Start Date**” has the meaning set forth in Section 2(a).

“**Substantially Complete**” or “**Substantial Completion**” shall mean, with respect to any space, when such space is complete subject only to minor punchlist items that do not interfere with the use and occupancy of the space for its intended purpose more than to a de minimis extent; provided, that Provider shall promptly and diligently complete such punchlist items; and provided, further, that “Substantial Completion” shall require that any trading floor in such space is fully wired and operational for Occupant’s business purposes. 

“**Taxes**” shall mean (i) the real property taxes, assessments and special assessments that are assessed and levied against the Space or any part thereof pursuant to the provisions of Chapter 58 of the Charter of New York City and Chapter 17, Title E, of the Administrative Code of The City of New York, as the same may now or hereafter be amended, or any statute or ordinance in lieu thereof in whole or in part, and (ii) fines, penalties and other similar or like governmental charges applicable to the foregoing taxes, assessments or charges and any interest or costs with respect thereto.  “Taxes” shall expressly exclude any municipal, state or federal income, inheritance, estate, excise, succession, real property transfer, recording, mortgage, transfer or gift taxes of Provider or Landlord, or any corporate franchise tax imposed upon Provider or Landlord or any gross income or gross receipts taxes to the extent the same are imposed on Provider or Landlord in lieu of net income taxes or corporate franchise taxes.

“**Termination Portion**” has the meaning set forth in Section 8.

“**UK Seller**” has the meaning set forth in the recitals.