**CREDIT
      AGREEMENT**




This
      Credit Agreement (the “Agreement”), dated as of November 9, 2006, is between **City
      National Bank** ,
      a
      national banking association **(“CNB”)** and **Highbury
      Financial Inc.** ,
      a
      Delaware corporation **(“Borrower”)** .
      This
      Agreement shall supersede the Credit Agreement dated August 21,
      2006.




**1.**  **DEFINITIONS.** As used
      in this Agreement, these terms have the following meanings:




1.1  “ **Account** ”
or
      “ **Accounts** ”
mean
      any right to payment for goods sold or leased or for services rendered which
      is
      not evidenced by an instrument or chattel paper, whether or not it has been
      earned by performance.




1.2  “ **Account
      Debtor** ”
means
      the Person obligated on an Account.




1.3  “ **Affiliate** ”
means
      any Person directly or indirectly controlling, controlled by, or under common
      control with, Borrower, and includes any employee stock ownership plan of
      Borrower or an Affiliate. “Control” means the possession, directly or
      indirectly, of the power to direct or cause the direction of the management
      and
      policies of that Person, whether through the ownership of voting securities,
      by
      contract or otherwise.




1.4  “ **Aston
      Funds** ”
means
      the portion of the mutual fund business Borrower has agreed to acquire from
      ABN
      AMRO Asset Management Holdings pursuant to an agreement dated April 20,
      2006.




1.5  “ **Borrower’s
      Loan Account** ”
means
      the statement of daily balances on the books of CNB in which will be recorded
      Revolving Credit Loans made by CNB to Borrower, payments made by or on behalf
      of
      Borrower on such Revolving Credit Loans, and other appropriate debits and
      credits as expressly provided by this Agreement. CNB will provide a statement
      of
      account for Borrower’s Loan Account at least once each month on a date
      established in writing by CNB, which statement will be prima facie evidence
      of
      all amounts owed by Borrower unless Borrower notifies CNB in writing to the
      contrary, within five (5) days of receipt of such statement, or ten (10) days
      after sending of such statement if Borrower does not notify CNB of its
      non-receipt of the statement. Statements regarding other credit extended to
      Borrower will be provided separately.




1.6  “ **Business
      Day** ”
means
      a
      day that CNB’s Head Office is open and conducts a substantial portion of its
      business. For purposes of this Agreement, “Head Office” means the lending office
      of CNB located in Beverly Hills, California.




1.7  “ **Code** ”
means
      the California Uniform Commercial Code, except where the Uniform Commercial
      Code
      of another state governs the perfection of a security interest in Collateral
      located in that state.




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1.8  “ **Collateral** ”
means
      the property, if any, securing the Obligations, as described in
      Section 8.




1.9  “ **Commitment** ”
means
      CNB’s commitment to make the Revolving Credit Loans to the Borrower in the
      aggregate principal amount outstanding at any one time of up to Twelve Million
      Dollars ($12,000,000.00).




1.10  “ **Debt** ”
means,
      at any date, the aggregate amount of, without duplication, (a) all obligations
      of Borrower for borrowed money; (b) all obligations of Borrower evidenced by
      bonds, debentures, notes or other similar instruments; (c) all obligations
      of
      Borrower to pay the deferred purchase price of property or services (other
      than
      trade accounts payable or accrued liabilities arising in the ordinary course
      of
      business or which are being contested in good faith); (d) all capitalized lease
      obligations of Borrower; (e) all obligations or liabilities of others secured
      by
      a lien on any asset of Borrower, whether or not such obligation or liability
      is
      assumed; (f) all obligations guaranteed by Borrower; (g) all obligations of
      Borrower, direct or indirect, for letters of credit; and (h) any other
      obligations or liabilities which are required by generally accepted accounting
      principles to be shown as debt on the balance sheet of Borrower, except for
      any
      liabilities accrued with respect to Borrower’s outstanding common stock warrants
      or underwriters’ purchase option.




1.11  “ **Demand
      Deposit Account** ”
means
      Borrower’s demand deposit account no. 665031519 maintained with
      CNB.




1.12  “ **EBITDA** ”
will
      be
      determined on a consolidated basis for Borrower and means the sum of (a) net
      income of the Borrower determined in accordance with GAAP earned over the twelve
      month period ending on the date of determination, plus (b) amortization of
      intangible assets, plus (c) interest expense, plus (d) depreciation, plus (e)
      other non-cash expenses, and plus (f) taxes, expensed during the twelve month
      period ending on the date of determination. For periods prior to the acquisition
      of the Aston Funds by Borrower, EBITDA for Borrower shall include eighteen
      and
      one fifth percent (18.2%) of the revenue of the Aston Funds, less $50,000.00
      for
      each month prior to acquisition.




1.13  “ **Eurocurrency
      Reserve Requirement** ”
means
      the aggregate (without duplication) of the rates (expressed as a decimal) of
      reserves (including, without limitation, any basic, marginal, supplemental,
      or
      emergency reserves) that are required to be maintained by banks during the
      Interest Period under any regulations of the Board of Governors of the Federal
      Reserve System, or any other governmental authority having jurisdiction with
      respect thereto, applicable to funding based on so-called “Eurocurrency
      Liabilities”, including Regulation D (12 CFR 204).




1.14  “ **Facility
      Fee** ”
is
      $15,000.00.




1.15  “ **GAAP** ”
means
      generally accepted accounting principles and practices, consistently
      applied.




1.16  “ **Interest
      Period** ”
means
      the period commencing on the date a LIBOR Loan is made (including the date
      a
      Prime Loan is converted to a LIBOR Loan, or a LIBOR Loan is renewed as a LIBOR
      Loan, which, in the latter case, will be the last day of the expiring Interest
      Period) and ending on the last day of the month occurring prior to or on the
      date which is one (1), two (2), three (3), six (6), nine (9) or twelve (12)
      months thereafter, as selected by the Borrower; provided, however, no Interest
      Period may extend beyond the Termination Date.




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1.17  “ **Inventory** ”
means
      goods held for sale or lease in the ordinary course of business, work in process
      and any and all raw materials used in connection with the
      foregoing.




1.18  “ **LIBOR
      Base Rate** ”
means
      the British Banker’s Association definition of the London InterBank Offered
      Rates as made available by Bloomberg LP, or such other information service
      available to CNB, for the applicable Interest Period for the LIBOR Loan selected
      by Borrower and as quoted by CNB on the Business Day Borrower requests a LIBOR
      Loan or on the last day of an expiring Interest Period.




1.19  “ **LIBOR
      Interest Rate** ”
means
      the rate per year (rounded upward to the next one-sixteenth (1/16th) of one
      percent (0.0625%), if necessary) determined by CNB to be the quotient of (a)
      the
      LIBOR Base Rate divided by (b) one minus the Eurocurrency Reserve Requirement
      for the Interest Period; which is expressed by the following
      formula:




**LIBOR
      Base Rate**


**1
      - Eurocurrency Reserve Requirement**




1.20  “ **LIBOR
      Loan** ”
means
      any Loan tied to the LIBOR Interest Rate.




1.21  “ **Loan** ”
or
      “ **Loans** ”
means
      one or more of the Revolving Credit Loans extended by CNB to Borrower under
      Section 2.




1.22  “ **Loan
      Documents** ”
means,
      individually and collectively, this Agreement, any Note, guaranty, security
      or
      pledge agreement, financing statement and all other contracts, instruments,
      addenda and documents executed in connection with or related to the extensions
      of credit under this Agreement.




1.23  “ **Net
      Worth** ”
means
      the total of all assets appearing on a balance sheet prepared in accordance
      with
      GAAP for Borrower, minus (a) all obligations which are required by GAAP to
      be
      reflected as a liability on the balance sheet of Borrower; minus (b) the amount,
      if any, at which shares of stock of a non-wholly owned subsidiary appear on
      the
      asset side of Borrower’s balance sheet, as determined in accordance with GAAP;
      minus (c) minority interests; minus (d) deferred income and reserves not
      otherwise reflected as a liability on the balance sheet of Borrower; and plus
      (e) any liabilities accrued with respect to Borrower’s outstanding common stock
      warrants or underwriters’ purchase option.




1.24  “ **Obligations** ”
means
      all present and future liabilities and obligations of Borrower to CNB whether
      now existing or hereafter owing, matured or unmatured, direct or indirect,
      absolute or contingent, joint or several, including any extensions and renewals
      thereof and substitutions therefor.




1.25  “ **Person** ”
means
      any individual or entity.




1.26  “ **Potential
      Event of Default** ”
means
      any condition that with the giving of notice or passage of time or both would,
      unless cured or waived, become an Event of Default.




1.27  “ **Prime
      Rate** ”
means
      the rate most recently announced by CNB at its principal office in Beverly
      Hills, California as its “Prime Rate.” Any change in the interest rate resulting
      from a change in the Prime Rate will be effective on the day on which each
      change in the Prime Rate is announced by CNB.




1.28  “ **Prime
      Loan** ”
means
      any Revolving Credit Loan tied to the Prime Rate.




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1.29  “ **Revolving
      Credit Commitment** ”
means
      CNB’s commitment to make the Revolving Credit Loans in the aggregate principal
      amount at any one time of up to Twelve Million Dollars
      ($12,000,000.00).




1.30  “ **Termination
      Date** ”
means
      October 31, 2007. Notwithstanding the foregoing, CNB may, at its option,
      terminate this Agreement pursuant to the Section entitled “CNB’s Remedies”; the
      date of any such termination will become the Termination Date as that term
      is
      used in this Agreement.




1.31  “ **Unused
      Facility Fee** ”
will
      be
      equal to one quarter of one percent (0.250%) of the average daily difference
      between the Revolving Credit Commitment and the Revolving Credit
      Loans.




**2.**  **LOANS.**




2.1  **Revolving
      Credit Loan** .
      Subject
      to the terms of this Agreement, CNB agrees to make loans (“Revolving Credit
      Loans”) to Borrower, from the date of this Agreement up to but not including the
      Termination Date, at such times as Borrower may request, up to the amount of
      the
      lesser of (a) the Revolving Credit Commitment, or (b) twice the amount of EBITDA
      at the time of such request. The Revolving Credit Loans may be repaid and
      reborrowed at any time up to the Termination Date.




2.1.1  **Interest.** The
      Revolving Credit Loans will bear interest from disbursement until due (whether
      at stated maturity, by acceleration or otherwise) at a rate equal to, at
      Borrower’s option, either (a) for a LIBOR Loan, the LIBOR Interest Rate plus one
      and one half percent (1.50%) per year, or (b) for a Prime Loan, the fluctuating
      Prime Rate minus one half of one percent (-0.50%) per year. Interest on the
      Revolving Credit Loans and other charges incurred under this Agreement will
      accrue daily and be payable (a) in the case of a LIBOR Loan in which the
      Interest Period is (i) 3 months or less, the last day of such Interest Period
      and (ii) more than 3 months, the date that is 3 months from the first day of
      such Interest Period, then 3 months after each such date if applicable, and,
      in
      addition, the last day of such Interest Period and (b) in the case of a Prime
      Loan, monthly in arrears, on the last day of each month, commencing on the
      first
      such date following disbursement; (c) if a LIBOR Loan, upon any prepayment
      of
      any LIBOR Loan (to the extent accrued on the amount prepaid); and (d) at the
      Termination Date. A Revolving Credit Loan will be a Prime Loan any time it
      is
      not a LIBOR Loan.




2.1.2  **Procedure
      for Revolving Credit Loans.** Each
      Revolving Credit Loan may be made by CNB at the oral or written request of
      anyone who is authorized in writing by Borrower to request Revolving Credit
      Loans until written notice of the revocation of such authority is received
      by
      CNB. To the extent Borrower is requesting a LIBOR Loan, the procedures for
      making such request shall be as set forth in Section 2.2.1 hereof. To the extent
      Borrower is requesting a Prime Loan, Borrower may request that a Loan be a
      Prime
      Loan (including a conversion of a LIBOR Loan to a Prime Loan), and Borrower’s
      request will be irrevocable, will be made to CNB, orally or in writing, no
      earlier than three (3) Business Day before and no later than 3:00 p.m. Pacific
      Time on the date the Prime Loan is to be made, and will specify the amount
      of
      the Prime Loan and the disbursement date for such Prime Loan.




2.2  **LIBOR
      Loan Terms and Conditions**




2.2.1  Procedure
      for LIBOR Loans. Borrower may request that a Loan be a LIBOR Loan, if herein
      allowed (including conversion of a Prime Loan to a LIBOR Loan, or continuation
      of a LIBOR Loan as a LIBOR Loan upon the expiration of the Interest Period).
      Borrower’s request will be irrevocable, will be made to CNB, orally or in
      writing, no earlier than two (2) Business Days before and no later than 1:00
      p.m. Pacific Time on the date the LIBOR Loan is to be made, and will specify
      the
      Interest Period, the amount of the LIBOR Loan, and such other information as
      CNB
      requests. If Borrower fails to select a LIBOR Loan in accordance herewith,
      the
      Loan will be a Prime Loan, and any LIBOR Loan will be deemed a Prime Loan upon
      expiration of the Interest Period.




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2.2.2  **Availability
      of LIBOR Loans.** Notwithstanding anything herein to the contrary, each LIBOR Loan must be in
      the
      minimum amount of $500,000.00 and increments of $100,000.00. Borrower may not
      have more than ten (10) LIBOR Loans outstanding at any one time under the
      Revolving Credit Commitment. Borrower may have Prime Loans and LIBOR Loans
      outstanding simultaneously.




2.2.3  **Prepayment
      of Principal.** Borrower
      may not make a partial principal prepayment on a LIBOR Loan. Borrower may prepay
      the full outstanding principal balance on a LIBOR Loan prior to the end of
      the
      Interest Period, provided, however, that such prepayment is accompanied a fee
      (“LIBOR Prepayment Fee”) equal to the amount, if any, by which (a) the
      additional interest which would have been earned by CNB had the LIBOR Loan
      not
      been prepaid exceeds (b) the interest which would have been recoverable by
      CNB
      by placing the amount of the LIBOR Loan on deposit in the LIBOR market for
      a
      period starting on the date on which it was prepaid and ending on the last
      day
      of the applicable Interest Period. CNB’s calculation of the LIBOR Prepayment Fee
      will be conclusive absent manifest error.




2.2.4  **Suspension
      of LIBOR Loans.** In the
      event CNB, on any Business Day, is unable to determine the LIBOR Base Rate
      applicable for a new, continued, or converted LIBOR Loan for any reason, or
      any
      law, regulation, or governmental order, rule or determination, makes it unlawful
      for CNB to make a LIBOR Loan, Borrower’s right to select LIBOR Loans will be
      suspended until CNB is again able to determine the LIBOR Base Rate or make
      LIBOR
      Loans, as the case may be. During such suspension, new Loans, outstanding Prime
      Loans and LIBOR Loans whose Interest Periods terminate may only be Prime
      Loans.




2.3  **Loans
      and Payments.** All
      payments will be in United States Dollars and in immediately available funds.
      Interest will be computed on the basis of a 365 day year for Prime Loans and
      a
      360 day year for LIBOR Loans, actual days elapsed. CNB is authorized to note
      the
      date, amount and interest rate of each Loan and each payment of principal and
      interest on CNB’s books and records, which notations will constitute presumptive
      evidence of the accuracy of the information noted. Any Loan will be conclusively
      presumed to have been made to or for the benefit of Borrower when CNB, in its
      sole discretion, but without gross negligence or willful misconduct, believes
      that the request therefor has been made by authorized persons (whether in fact
      that is the case), or when the Loan is deposited to the Demand Deposit Account,
      regardless of whether any Person other than Borrower may have authority to
      draw
      against such account.




2.4  **Default
      Interest Rate.** From and
      after written notice by CNB to Borrower of the occurrence of an Event of Default
      (and without constituting a waiver of such Event of Default), the Loans (and
      interest thereon to the extent permitted by law) will bear additional interest
      at a fluctuating rate equal to three percent (3.0%) per annum higher than the
      interest rate provided for herein, until the Event of Default has been cured
      or
      waived in writing by CNB; provided, however, for purposes of this Section,
      a
      LIBOR Loan will be treated as a Prime Loan upon the termination of the Interest
      Period. All interest provided for in this Section will be compounded monthly
      and
      payable on demand.




2.5  **Unused
      Facility Fee** .
      Borrower will pay the Unused Facility Fee on the last day of each calendar
      quarter; such fee will be non-refundable and fully earned when paid. Borrower
      hereby authorizes CNB to charge the Demand Deposit Account or Borrower’s Loan
      Account for the amount of each such fee.




5












**3.**  **TERM
      AND TERMINATION** .




3.1 **Establishment
      of Termination Date** .
      The
      term of this Agreement will begin as of the date hereof and continue until
      the
      Termination Date, unless the term is renewed for an additional period by CNB
      giving Borrower prior written notice, which is accepted by Borrower if Borrower
      desires such renewal, in which event the Termination Date will mean the renewed
      maturity date set forth in such notice. Notwithstanding the foregoing, CNB
      may,
      at its option, terminate this Agreement pursuant to the section entitled “CNB’s
      Remedies”; the date of any such termination will become the Termination Date as
      that term is used in this Agreement.




3.2 **Obligations
      Upon the Termination Date** .
      Borrower will, upon the Termination Date:




3.2.1  Repay
      the
      amount of the balance due as set forth in Borrower’s Loan Account plus any
      accrued interest, fees and charges; and




3.2.2  Pay
      the
      amounts due on all other Obligations owing to CNB. In this connection and
      notwithstanding anything to the contrary contained in the instruments evidencing
      such Obligations, the Termination Date hereunder will constitute the maturity
      date of such other Obligations.




3.3 **Survival
      of Rights** .
      Any
      termination of this Agreement will not affect the rights, liabilities and
      obligations of the parties with respect to any Obligations outstanding on the
      date of such termination. Until all Obligations have been fully repaid, CNB
      will
      retain its security interest in all existing Collateral and Collateral arising
      thereafter, and Borrower will continue to assign all Accounts to CNB and to
      immediately turn over to CNB, in kind, all collections received on the
      Accounts.




3.4  **Repayment/Termination
      of Borrower.** Borrower
      shall have the right, at its election, to repay the outstanding amount of
      Revolving Credit Loans, as a whole or in part, at any time without penalty
      or
      premium, except as set forth in Section 2.2.3 hereof. In addition, Borrower
      shall have the right at any time and from time to time to reduce or terminate
      entirely the Revolving Credit Commitment by providing written notice to CNB
      of
      such election.




**4.**  **CONDITIONS
      PRECEDENT.**




4.1  **Extension
      of Credit** .
      The
      obligation of CNB to make any Loan or other extension of credit hereunder is
      subject to CNB’s receipt of each of the following, in form and substance
      satisfactory to CNB, and duly executed as required by CNB:




4.1.1  All
      Loan
      Documents required by CNB, including but not limited to this Agreement and
      any
      guaranties required hereunder;




4.1.2  The
      closing of Borrower’s purchase of the Aston Funds;




4.1.3  (a)
      a
      copy of Borrower’s organizational and governing documents and any public filings
      made in connection therewith; and (b) such authorizations and resolutions
      approving and authorizing the execution, delivery and performance of this
      Agreement and any other documents required pursuant to this Agreement, as may
      be
      required by CNB;




4.1.4  (a)
      copies (and acknowledgement copies to the extent reasonably available) of
      financing statements (Form UCC-1) duly filed under the Code in all such
      jurisdictions as may be necessary or, in CNB’s reasonable opinion, desirable to
      perfect CNB’s security interests created under this Agreement; and (b) evidence
      that all filings, recordings and other actions that are necessary or advisable,
      in CNB’s opinion, to establish, preserve and perfect CNB’s security interests
      and liens as legal, valid and enforceable first security interests and liens
      in
      the Collateral have been effected;




6







4.1.5  A
      complete list of claims made against Borrower and evidence satisfactory to
      CNB
      that if such claim(s) is adversely determined, it would not have a material
      adverse effect on the business, operations or condition, financial or otherwise,
      of Borrower; and




4.1.6  The
      Facility Fee.




4.2  **Conditions
      to Each Extension of Credit** .
      The
      obligation of CNB to make any Loan or other extension of credit hereunder will
      be subject to the fulfillment of each of the following conditions to CNB’s
      satisfaction:




4.2.1  The
      representations and warranties of Borrower set forth in Section 5 will be true
      and correct in all material respects on the date of the making of each Loan
      or
      other extension of credit with the same effect as though such representations
      and warranties had been made on and as of such date (except to the extent
      changes resulting from transactions contemplated or permitted by this Agreement
      and changes occurring in the ordinary course of business that singly or in
      the
      aggregate are not materially adverse, and to the extent that such representation
      or warranty relates expressly to an earlier date);




4.2.2  There
      will be in full force and effect in favor of CNB a legal, valid and enforceable
      first security interest in, and a valid and binding first lien on the
      Collateral; and CNB will have received evidence, in form and substance
      acceptable to CNB, that all filings, recordings and other actions that are
      necessary or advisable, in the opinion of CNB, in order to establish, protect,
      preserve and perfect CNB’s security interests and liens as legal, valid and
      enforceable first security interests and liens in the Collateral have been
      effected;




4.2.3  There
      will have occurred no Event of Default or Potential Event of Default;
      and




4.2.4  All
      other
      documents and legal matters in connection with the transactions described in
      this Agreement will be satisfactory in form and substance to CNB.




**5.**  **REPRESENTATIONS
      AND WARRANTIES.** Borrower
      represents and warrants (and each request for a Loan or other extension of
      credit will be deemed a representation and warranty made on the date of such
      request subject to Section 4.2.1) that:




5.1  **Existence,
      Power and Authorization.** Borrower
      is duly organized, validly existing and in good standing under the laws of
      the
      state of its organization, and is duly qualified to conduct business in each
      jurisdiction in which its business is conducted unless the failure to so qualify
      could not reasonably be expected to have a material adverse effect on the
      business or financial condition of Borrower (a “MAE”). The execution, delivery
      and performance of all Loan Documents executed by Borrower are within Borrower’s
      powers and have been duly authorized by the Borrower and do not require any
      further consent or approval by the owners of Borrower.




5.2  **Binding
      Agreement.** The
      Loan
      Documents constitute the valid and legally binding obligations of Borrower,
      enforceable against Borrower in accordance with their terms.




7







5.3  **Other
      Agreements.** The
      execution and performance of the Loan Documents will not violate any provision
      of law or regulation (including, without limitation, Regulations X and U of
      the
      Federal Reserve Board) or any order of any governmental authority, court, or
      arbitration board or the organizational and governing documents of Borrower,
      or
      result in the breach of, constitute a default under, contravene any provisions
      of, or result in the creation of any security interest, lien, charge or
      encumbrance upon any of the assets of Borrower pursuant to any indenture or
      agreement to which Borrower or any of its properties is bound, except liens
      and
      security interests in favor of CNB and except for a breach or default which
      could not reasonably be expected to have a MAE.




5.4  **Litigation.** There is
      no litigation, tax claim, investigation or proceeding pending, threatened
      against or affecting Borrower or any of its properties which, if adversely
      determined, would have a MAE.




5.5  **Financial
      Condition.** Borrower’s most recent financial statements, copies of which have been delivered
      to CNB, have been prepared in accordance with GAAP and are true, complete and
      correct and fairly present the financial condition of Borrower, including
      operating results, as of the accounting period referenced therein. There has
      been no material adverse change in the financial condition or business of
      Borrower since the date of such financial statements. Borrower has no material
      liabilities for taxes or long-term leases or commitments, except as disclosed
      in
      the financial statements.




5.6  **No
      Violations.** Borrower
      is not in violation of any law, ordinance, rule or regulation to which it or
      any
      of its properties is subject except for a breach or default which could not
      reasonably be expected to have a MAE.




5.7  **Collateral** .
      Borrower owns and has possession of and has the right and power to grant a
      security interest in the Collateral, and the Collateral is genuine and free
      from
      liens, adverse claims, set-offs, defaults, prepayments, defenses and
      encumbrances except those in favor of CNB. No bills of lading, warehouse
      receipts or other documents or instruments of title are outstanding with respect
      to the Collateral or any portion of the Collateral, in favor of a Person other
      than Borrower. The office where Borrower keeps its records concerning all
      Accounts is 999 Eighteenth Street, Suite 3000, Denver CO 80202.




5.8  **ERISA.** Borrower
      is in compliance in all material respects with all applicable provisions of
      the
      Employee Retirement Income Security Act of 1974 (“ERISA”). No Reportable Event
      (as defined in ERISA and the regulations issued thereunder [other than a
“Reportable Event” not subject to the provision for thirty (30) day notice to
      the Pension Benefit Guaranty Corporation (“PBGC”) under such regulations]) has
      occurred with respect to any benefit plan of Borrower nor are there any unfunded
      vested liabilities under any benefit plan of Borrower. Borrower has met its
      minimum funding requirements under ERISA with respect to each of its plans
      and
      has not incurred any material liability to the PBGC in connection with any
      such
      plan.




5.9  **Consents.** No
      consent, license, permit, or authorization of, exemption by, notice to, report
      to, or registration, filing or declaration with, any governmental authority
      or
      agency is required in connection with the execution and performance by Borrower
      of the Loan Documents or the transactions contemplated hereunder.




5.10  **Use
      of Proceeds.** Borrower
      will use the proceeds of the Revolving Credit Loans for working capital, general
      corporate purposes, repurchases of Borrower’s outstanding securities, and to
      finance the conversion of shares of Borrower’s common stock should the need
      arise in conjunction with the closing of the acquisition of the Aston Funds.




8







5.11  **Regulation
      U.** Borrower
      is not engaged principally, or as one of its principal activities, in the
      business of extending credit for the purpose of purchasing or carrying margin
      stock (within the meaning of Regulations U or X of the Federal Reserve Board).
      No part of the proceeds of the Loans will be used by Borrower to purchase or
      carry any such margin stock or to extend credit to others for the purpose of
      purchasing or carrying such margin stock.




5.12  **Environmental
      Matters.** The
      operations of Borrower comply in all material respects with all applicable
      federal, state and local environmental, health and safety statutes, regulations
      and ordinances, and fully comply with all terms of all required permits and
      licenses.




**6.**  **AFFIRMATIVE
      COVENANTS.** Borrower
      agrees that until payment in full of all Obligations, Borrower will comply
      with
      the following covenants:




6.1  **Books
      and Records.** Borrower
      will maintain, in accordance with sound accounting practices, accurate records
      and books of account showing, among other things, all Accounts, the proceeds
      of
      the sale or other disposition thereof and the collections therefrom. CNB may,
      at
      any reasonable time, subject to a limit of one time per year, unless a Potential
      Event of Default or an Event of Default has occurred, and upon reasonable notice
      during regular business hours, inspect, audit, and make extracts from, or copies
      of, all books, records and other data, inspect any of Borrower’s properties and
      confirm balances due on Accounts by direct inquiry to Account Debtors. Borrower
      will furnish CNB with all information regarding the business or finances of
      Borrower promptly upon CNB’s request.




6.2  **Financial
      Statements.** Borrower
      will furnish to CNB on a continuing basis:




6.2.1  Within
      forty-five (45) days after the end of each quarterly accounting period of each
      fiscal year, a financial statement consisting of not less than a balance sheet,
      income statement, reconciliation of net worth and statement of cash flows,
      with
      notes thereto, prepared in accordance with GAAP and accompanied by the
      following: (a) supporting schedules of costs of goods sold, operating expenses
      and other income and expense items, and (b) Borrower’s certification as to
      whether any event has occurred which constitutes an Event of Default or
      Potential Event of Default, and if so, stating the facts with respect thereto,
      which financial statement may be internally prepared;




6.2.2  Within
      one hundred and twenty (120) days after the close of Borrower’s fiscal year, a
      copy of the annual audit report for Borrower including therein a balance sheet,
      income statement, reconciliation of net worth and statement of cash flows,
      with
      notes thereto, the balance sheet, income statement and statement of cash flows
      to be audited by a certified public accountant acceptable to CNB, certified
      by
      such accountant to have been prepared in accordance with GAAP and accompanied
      by
      the following: (a) supporting schedules of costs of goods sold, operating
      expenses and other income and expense items, and (b) Borrower’s certification as
      to whether any event has occurred which constitutes an Event of Default or
      Potential Event of Default, and if so, stating the facts with respect
      thereto;




6.2.3  As
      soon
      as available, any written report pertaining to material items involving
      Borrower’s internal controls submitted to Borrower by Borrower’s independent
      certified public accountants in connection with each annual or interim special
      audit of the financial condition of Borrower made by such
      accountants;




6.2.4  As
      soon
      as available, a copy of the letter to Borrower from its independent public
      accountants, in form and substance satisfactory to CNB, setting forth the scope
      of such accountants’ engagement; and




9







6.2.5  Such
      additional information, reports and/or statements as CNB may, from time to
      time,
      reasonably request.




6.3  **Taxes
      and Premiums.** Borrower
      will pay and discharge all taxes, assessments, governmental charges and real
      and
      personal property taxes, including, but not limited to, federal and state income
      taxes, employee withholding taxes and payroll taxes, and all premiums for
      insurance required under this Agreement, prior to the date upon which penalties
      are attached thereto.




6.4  **Notice.** Borrower
      will promptly advise CNB in writing of (a) the opening of any new, or the
      closing of any existing, places of business, each location at which Inventory
      or
      Equipment is or will be kept, and any change to Borrower’s name, trade name or
      other name under which it does business or of any such new or additional name;
      (b) the occurrence of any Event of Default or Potential Event of Default; (c)
      any litigation pending or threatened against Borrower where the amount or
      amounts in controversy exceed $100,000.00; (d) any unpaid taxes of Borrower
      which are more than fifteen (15) days delinquent unless the same are being
      contested in good faith in *bona
      fide* proceedings; and (e) any other matter that might materially or adversely affect
      Borrower’s financial condition, property or business.




6.5  **Fair
      Labor Standards Act.** Borrower
      will comply with the requirements of, and all regulations promulgated under,
      the
      Fair Labor Standards Act of 1938 (29 U.S.C. Code § 201 et seq.).




6.6  **Corporate
      Existence.** Borrower
      will maintain its corporate existence and all of its rights, privileges and
      franchises necessary or desirable in the normal course of its
      business.




6.7  **Compliance
      with Law.** Borrower
      will comply with all requirements of all applicable laws, rules, regulations,
      orders of any governmental agency and all material agreements to which they
      are
      a party, except where noncompliance could not reasonably be expected to have
      a
      MAE.




6.8  **Financial
      Tests.** Borrower
      will maintain:




6.8.1  Net
      Worth
      of not less than $20,000,000 at the end of any fiscal quarter; and




6.8.2  A
      ratio
      of Debt to EBITDA of not more than 2.0 to 1 at the end of any fiscal
      quarter.




**7.**  **NEGATIVE
      COVENANTS.** Borrower
      agrees that until payment in full of all Obligations, Borrower will not do
      any
      of the following, without CNB’s prior written consent:




7.1  **Borrowing.** Create,
      incur, assume or permit to exist any Debt, except (a) Debt to CNB, (b) Debt
      junior in right of payment to the Obligations owing to CNB, and (c) trade Debt
      incurred in the ordinary course of business.




7.2  **Sale
      of Assets.** Sell,
      lease or otherwise dispose of any of Borrower’s assets, other than in the
      ordinary course of business.




7.3  **Loans.** Make
      loans or advances to any Person except credit extended to (a) Affiliates in
      any
      amount, or (b) officers not to exceed $1,000,000.00 in the aggregate.




7.4  **Contingent
      Liabilities.** Assume,
      guarantee, endorse, contingently agree to purchase or otherwise become liable
      for the obligation of any Person including any Affiliate, except (a) by the
      endorsement of negotiable instruments for deposit or collection or similar
      transactions in the ordinary course of business, and (b) contingent liabilities
      in favor of CNB.




10







7.5  **Investments.** Purchase
      or acquire the obligations or stock of, or any other interest in, any
      partnership, joint venture, limited liability company or corporation, except
      (a)
      investments permitted by Section 5.10, (b) direct obligations of the United
      States of America; (c) investments in certificates of deposit issued by, and
      other deposits with, commercial banks organized under the United States or
      a
      State thereof having capital of at least One Hundred Million Dollars
      ($100,000,000.00); (d) investments in short-term money market instruments or
      money market mutual funds; and (e) investments in any investment product advised
      by any Affiliate.




7.6  **Mortgages,
      Liens, etc.** Mortgage, pledge, hypothecate, grant or contract to grant any security interest
      of any kind in any property or assets, to anyone except (a) to secure Debt
      incurred which is permitted by Section 7.1(b), and (b) Debt owed to
      CNB.




7.7  **Involuntary
      Liens.** Permit
      any involuntary liens to arise with respect to any property or assets including
      but not limited to those arising from the levy of a writ of attachment or
      execution, or the levy of any state or federal tax lien which lien will not
      be
      removed within a period of thirty (30) days.




7.8  **Sale
      and Leaseback.** Enter
      into any sale-leaseback transaction.




7.9  **Mergers
      and Acquisitions.** Enter
      into any merger or consolidation, or acquire all or substantially all the assets
      of any Person, which act requires the incurring of Debt, except as permitted
      by
      Section 5.10.




7.10  **Purchase
      of Stock** .
      Purchase stock or partnership interests, except in (a) repurchases of Borrower’s
      outstanding securities, or (b) transactions permitted by Section
      5.10.




7.11  **Event
      of Default.** Permit a
      default to occur under any document or instrument evidencing Debt incurred
      under
      any indenture, agreement or other instrument under which such Debt may be
      issued, or any event to occur under any of the foregoing which would permit
      any
      holder of the Debt outstanding thereunder to declare the same due and payable
      before its stated maturity, whether or not such acceleration occurs or such
      default be waived.




**8.**  **SECURITY
      AGREEMENT** .




8.1  **Grant
      of Security Interest** .
      To
      secure all Obligations hereunder as well as all other Obligations to CNB,
      Borrower hereby grants and transfers to CNB a continuing security interest
      in
      the following property whether now owned or hereafter acquired:




8.1.1  All
      of
      Borrower’s Inventory;




8.1.2  All
      of
      Borrower’s Accounts;




8.1.3  All
      of
      Borrower’s general intangibles as that term is defined in the Code;




8.1.4  All
      of
      Borrower’s equipment, as that term is defined in the Code;




8.1.5  All
      of
      Borrower’s interest in any patents (now existing or pending), copyrights, trade
      names, trademarks and service marks useful to the operation of Borrower’s
      business;




11







8.1.6  All
      notes, drafts, acceptances, instruments, documents of title, policies and
      certificates of insurance, chattel paper, guaranties and securities now or
      hereafter received by Borrower or in which Borrower has or acquires an
      interest;




8.1.7  All
      cash
      and noncash proceeds of the foregoing property, including, without limitation,
      proceeds of policies of fire, credit or other insurance;




8.1.8  All
      of
      Borrower’s books and records pertaining to any of the Collateral described in
      this Section; and




8.1.9  Any
      other
      Collateral which CNB and Borrower may designate as additional security from
      time
      to time by separate instruments.




8.2  **Non-Transferable
      Collateral.** The
      grant of the security interest contained in Section 8.1 shall not extend to,
      and
      the term “Collateral” shall not include, any directly held investment property,
      or any general intangibles, now or hereafter held or owned by the Borrower,
      to
      the extent, in each case, that (a) a security interest may not be granted by
      the
      Borrower in such directly held investment property or general intangibles as
      a
      matter of law, or under the terms of the governing document applicable thereto,
      without the consent of one or more applicable parties thereto and (b) such
      consent has not been obtained.




8.3  **Notification
      of Account Debtors** .
      CNB
      will have the right to notify any Account Debtor to make payments directly
      to
      CNB, take control of the cash and noncash proceeds of any Account, and settle
      any Account, which right CNB may exercise at any time whether or not an Event
      of
      Default has occurred or whether Borrower was theretofore making collections
      thereon.




8.4  **Attorney-In-Fact** .
      CNB or
      any of its officers is hereby irrevocably made the true and lawful attorney
      for
      Borrower with full power of substitution to do the following: (a) endorse the
      name of Borrower upon any and all checks, drafts, money orders and other
      instruments for the payment of moneys which are payable to Borrower and
      constitute collections on Accounts; (b) execute in the name of Borrower any
      schedules, assignments, instruments, documents and statements which Borrower
      is
      obligated to give CNB hereunder; (c) receive, open and dispose of all mail
      addressed to Borrower; (d) notify the Post Office authorities to change the
      address for delivery of mail addressed to Borrower to such address as CNB will
      designate; and (e) do such other acts in the name of Borrower which CNB may
      deem
      necessary or desirable to enforce any Account or other Collateral. The powers
      granted CNB hereunder are solely to protect its interests in the Collateral
      and
      will not impose any duty upon CNB to exercise any such powers.




8.5  **Limitation
      on Remedies.** Notwithstanding anything to the contrary contained herein or in any other Loan
      Document, CNB hereby agrees that CNB shall not take any action whatsoever,
      including, without limitation, in connection with taking actions regarding
      the
      Collateral, which would cause, or could reasonably be expected to cause, an
      assignment of any investment advisory contracts under the Investment Advisors
      Act or the Investment Company Act. Without limiting the generality of the
      foregoing, CNB hereby agrees that until the Required Consents have been
      obtained, and notwithstanding the existence of any Event of Default, CNB shall
      not acquire or exercise:




8.5.1  the
      right
      to sell, hold or otherwise transfer the stock of Borrower or any Subsidiary
      or
      person or entity acquired by Borrower or any Subsidiary (such Subsidiary or
      person or entity so acquired being hereinafter referred to as the “Acquired
      Entity”);




12







8.5.2  any
      voting or other consensual rights with respect to the stock of the Borrower
      or
      such Acquired Entity;




8.5.3  any
      rights with respect to the management of Borrower or such Acquired Entity;
      or




8.5.4  any
      other
      rights the acquisition or exercise of which would constitute an
      Assignment.




8.5.5  For
      purposes of this Section 8.5:




“Assignment”
      shall mean any direct or indirect transfer or hypothecation of an investment
      advisory contract by the assignor or of a controlling block of the assignor’s
      outstanding voting securities by a security holder of the assignor, and shall
      specifically include any “assignment” within the meaning of the Investment
      Advisers Act of 1940 or the Investment Company Act of 1940.




“Consent”
      shall mean (A) with respect to a client of an Acquired Entity whose contract
      by
      its terms terminates upon its Assignment (including, without limitation, each
      client that is a registered investment company), that Borrower or the respective
      Acquired Entity shall have entered into a new contract with such client on
      substantially equivalent terms to the terms of the existing contract, which
      new
      contract is effective after any Assignment, and (B) with respect to a client
      of
      an Acquired Entity whose contract requires consent from a party or parties
      thereto to authorize an Assignment, that Borrower or the respective Acquired
      Entity shall have obtained all such consents as may be required under such
      contract or under the Investment Advisers Act of 1940.




“Required
      Consents” shall mean Consents from investment advisory clients representing at
      least 95% of the assets under management of each Acquired Entity.




**9.**  **EVENTS
      OF DEFAULT.**




9.1  **Events
      of Default.** The
      occurrence of any of the following will constitute an Event of Default:




9.1.1  Borrower
      fails to pay when due any installment of principal or interest or any other
      amount payable under the Loan Documents;




9.1.2  Any
      Person, other than CNB, which is a party to any Loan Document fails to perform
      or observe any of the terms, provisions, covenants, conditions, agreements
      or
      obligations contained in the Loan Documents;




9.1.3  The
      entry
      of an order for relief or the filing of an involuntary petition with respect
      to
      Borrower under the United States Bankruptcy Code, the appointment of a receiver,
      trustee, custodian or liquidator of or for any part of the assets or property
      of
      Borrower, or Borrower makes a general assignment for the benefit of
      creditors;




9.1.4  Any
      financial statement, representation or warranty made or furnished by Borrower
      in
      connection with the Loan Documents proves to be in any material respect
      incorrect;




9.1.5  CNB’s
      security interest in or lien on any portion of any Collateral becomes impaired
      or otherwise unenforceable;




13







9.1.6  Any
      Person obtains an order or decree in any court of competent jurisdiction
      enjoining or prohibiting Borrower or CNB or either of them from performing
      this
      Agreement, and such proceedings are not dismissed or such decree is not vacated
      within ten (10) days after the granting thereof;




9.1.7  Borrower
      fails or refuses to keep in full force and effect any governmental permit or
      approval which is necessary to the operation of its business;




9.1.8  All
      or
      substantially all of the property of Borrower is condemned, seized or otherwise
      appropriated;




9.1.9  The
      occurrence of (a) a Reportable Event as defined in ERISA which CNB determines
      in
      good faith constitutes grounds for the institution of proceedings to terminate
      any pension plan by the PBGC, (b) an appointment of a trustee to administer
      any
      pension plan of Borrower, or (c) any other event or condition which might
      constitute grounds under ERISA for the involuntary termination of any pension
      plan of Borrower, where such event set forth in (a), (b) or (c) results in
      a
      significant monetary liability to Borrower;




9.1.10  A
      change
      in control of Borrower consisting of any of the following:


(a)  Individuals
      who, as of the date of this Agreement, are employees of or employees of an
      Affiliate of Berkshire Capital Securities LLC no longer have operating control
      over Borrower; or


(b)  Approval
      by the shareholders of Borrower of a reorganization, merger or consolidation;
      or


(c)  Approval
      by the shareholders of Borrower of (A) a complete liquidation or dissolution
      of
      Borrower or (B) the sale or other disposition of all or substantially all of
      the
      assets of Borrower; or




9.1.11  The
      Termination Date is not extended.




9.2  **Notice
      of Default and Cure of Potential Events of Default.** Except
      with respect to the Events of Default specified in Subsections 1, 3, or 5 above,
      and subject to the provisions of the Section entitled “Additional Remedies”, CNB
      will give Borrower at least ten (10) days’ written notice of any event which
      constitutes or, with the lapse of time would become an Event of Default, during
      which time Borrower will be entitled to cure same.




9.3  **CNB’s
      Remedies.** Upon
      the
      occurrence of an Event of Default, at the sole and exclusive option of CNB,
      and
      upon written notice to Borrower, CNB may (a) declare the principal of and
      accrued interest on the Loans, and all other Obligations immediately due and
      payable in full, whereupon the same will immediately become due and payable;
      (b)
      terminate this Agreement as to any future liability or obligation of CNB, but
      without affecting CNB’s rights and security interest in the Collateral and
      without affecting the Obligations owing by Borrower to CNB; and/or (c) exercise
      its rights and remedies under the Loan Documents and all rights and remedies
      of
      a secured party under the Code and other applicable laws with respect to all
      of
      the Collateral. Notwithstanding anything to the contrary contained herein or
      in
      any other Loan Document, CNB hereby agrees that CNB shall not take any action
      whatsoever, including, without limitation, in connection with taking actions
      regarding the Collateral, which would cause, or could reasonably be expected
      to
      cause, an assignment of any investment advisory contracts under the Investment
      Advisors Act or the Investment Company Act.




14







9.4  **Additional
      Remedies.** Notwithstanding any other provision of this Agreement, upon the occurrence
      of
      any event, action or inaction by Borrower, or if any action or inaction is
      threatened which CNB reasonably believes will materially affect the value of
      the
      Collateral, CNB may take such legal actions as it deems necessary to protect
      the
      Collateral, including but not limited to, seeking injunctive relief and the
      appointment of a receiver, whether or not an Event of Default or Potential
      Event
      of Default has occurred under this Agreement.




**10.**  **MISCELLANEOUS.**




10.1  **Reimbursement
      of Costs and Expenses.** Subject
      to a $20,000 cap on costs and expenses through the closing of this Agreement,
      Borrower will reimburse CNB for all reasonable costs and expenses relating
      to
      this Agreement including, but not limited to, filing, recording or search fees,
      audit or verification fees, and other out-of-pocket expenses, and reasonable
      attorneys’ fees and expenses expended or incurred by CNB (or allocable to CNB’s
      in-house counsel) in documenting or administering the Loan Documents or
      collecting any sum which becomes due CNB under the Loan Documents, irrespective
      of whether suit is filed, or in the protection, perfection, preservation or
      enforcement of any and all rights of CNB in connection with the Loan Documents,
      including, without limitation, the fees and costs incurred in any out-of-court
      work-out or a bankruptcy or reorganization proceeding.




10.2  **Dispute
      Resolution.**




10.2.1  **Mandatory
      Arbitration.** At
      the
      request of CNB or Borrower, any dispute, claim or controversy of any kind
      (whether in contract or tort, statutory or common law, legal or equitable)
      now
      existing or hereafter arising between CNB and Borrower and in any way arising
      out of, pertaining to or in connection with: (a) this Agreement, and/or any
      renewals, extensions, or amendments thereto; (b) any of the Loan Documents;
      (c)
      any violation of this Agreement or the Loan Documents; (d) all past, present
      and
      future loans; (e) any incidents, omissions, acts, practices or occurrences
      arising out of or related to this Agreement or the Loan Documents causing injury
      to either party whereby the other party or its agents, employees or
      representatives may be liable, in whole or in part, or (f) any aspect of the
      past, present or future relationships of the parties, will be resolved through
      final and binding arbitration conducted at a location determined by the
      arbitrator in Los Angeles, California, and administered by the American
      Arbitration Association (“AAA”) in accordance with the California Arbitration
      Act (California Code of Civil Procedure §1280 et. seq.) and the then existing
      Commercial Rules of the AAA. Judgment upon any award rendered by the
      arbitrator(s) may be entered in any state or federal courts having jurisdiction
      thereof.




10.2.2  **Real
      Property Collateral.** No
      controversy or claim will be submitted to arbitration without the consent of
      all
      the parties if, at the time of the proposed submission, such controversy or
      claim arises from or relates to an obligation owed to CNB which is secured
      in
      whole or in part by real property collateral. If all parties do not consent
      to
      submission of such a controversy or claim to arbitration, the controversy or
      claim will be determined as provided in the subsection entitled “Judicial
      Reference”.




10.2.3  **Judicial
      Reference.** At
      the
      request of any party, a controversy or claim which is not submitted to
      arbitration will be determined by a reference in accordance with California
      Code
      of Civil Procedure §638 et. seq. If such an election is made, the parties will
      designate to the court a referee or referees selected under the auspices of
      the
      AAA in the same manner as arbitrators are selected in AAA-sponsored proceedings.
      The presiding referee of the panel, or the referee if there is a single referee,
      will be an active attorney or retired judge. Judgment upon the award rendered
      by
      such referee or referees will be entered in the court in which such proceeding
      was commenced in accordance with California Code of Civil Procedure §644 and
§645.




15







10.2.4  **Provisional
      Remedies, Self Help and Foreclosure.** No
      provision of this Agreement will limit the right of any party to: (a) foreclose
      against any real property collateral by the exercise of a power of sale under
      a
      deed of trust, mortgage or other security agreement or instrument, or applicable
      law, (b) exercise any rights or remedies as a secured party against any personal
      property collateral pursuant to the terms of a security agreement or pledge
      agreement, or applicable law, (c) exercise self help remedies such as setoff,
      or
      (d) obtain provisional or ancillary remedies such as injunctive relief or the
      appointment of a receiver from a court having jurisdiction before, during or
      after the pendency of any arbitration or referral. The institution and
      maintenance of an action for judicial relief or pursuit of provisional or
      ancillary remedies, or exercise of self help remedies will not constitute a
      waiver of the right of any party, including the plaintiff, to submit any dispute
      to arbitration or judicial reference.




10.2.5  **Powers
      and Qualifications of Arbitrators.** The
      arbitrator(s) will give effect to statutes of limitation, waiver and estoppel
      and other affirmative defenses in determining any claim. Any controversy
      concerning whether an issue is arbitratable will be determined by the
      arbitrator(s). The laws of the State of California will govern. The arbitration
      award may include equitable and declaratory relief. All arbitrator(s) selected
      will be required to be a practicing attorney or retired judge licensed to
      practice law in the State of California and will be required to be experienced
      and knowledgeable in the substantive laws applicable to the subject matter
      of
      the controversy or claim at issue.




10.2.6  **Discovery.** The
      provisions of California Code of Civil Procedure Section 1283.05 or its
      successor section(s) are incorporated herein and made a part of this Agreement.
      Depositions may be taken and discovery may be obtained in any arbitration under
      this Agreement in accordance with said section(s).




10.2.7  **Miscellaneous.** The
      arbitrator(s) will determine which is the prevailing party and will include
      in
      the award that party’s reasonable attorneys’ fees and costs (including allocated
      costs of in-house legal counsel). Each party agrees to keep all controversies
      and claims and the arbitration proceedings strictly confidential, except for
      disclosures of information required in the ordinary course of business of the
      parties or by applicable law or regulation.




10.3  **Cumulative
      Rights and No Waiver.** All
      rights and remedies granted to CNB under the Loan Documents are cumulative
      and
      no one such right or remedy is exclusive of any other. No failure or delay
      on
      the part of CNB in exercising any power, right or remedy under any Loan Document
      will operate as a waiver thereof, and no single or partial exercise or waiver
      by
      CNB of any such power, right or remedy will preclude any further exercise
      thereof or the exercise of any other power, right or remedy.




10.4  **Applicable
      Law.** This
      Agreement will be governed by California law.




10.5  **Lien
      and Right of Setoff.** Borrower
      grants to CNB a continuing lien for all Obligations of Borrower to CNB upon
      any
      and all moneys, securities and other property of Borrower and the proceeds
      thereof, now or hereafter held or received by or in transit to CNB from or
      for
      Borrower, whether for safekeeping, custody, pledge, transmission, collection
      or
      otherwise, and also upon any and all deposits (general or special) and credits
      of Borrower with, and any and all claims of Borrower against CNB at any time
      existing. Upon the occurrence of any Event of Default, CNB is authorized at
      any
      time and from time to time, without notice to Borrower or any other Person,
      to
      setoff, appropriate and apply any or all items hereinabove referred to against
      all Obligations of Borrower whether under this Agreement or otherwise, and
      whether now existing or hereafter arising.




16







10.6  **Counterparts.** This
      Agreement may be signed in any number of counterparts which, when taken
      together, will constitute but one agreement.




10.7  **Indemnification.** Borrower
      will, at all times, defend and indemnify and hold CNB (which for purposes of
      this Section includes CNB’s parent company and subsidiaries and all of their
      respective shareholders, directors, officers, employees, agents,
      representatives, successors, attorneys, and assigns) harmless from and against
      any and all liabilities, claims, demands, causes of action, losses, damages,
      expenses (including without limitation reasonable attorneys’ fees) costs,
      settlements, judgments or recoveries arising out of or resulting from (a) any
      breach of the representations, warranties, agreements or covenants made by
      Borrower herein; (b) any suit or proceeding of any kind or nature whatsoever
      against CNB arising from or connected with the transactions contemplated by
      the
      Loan Documents or any of the rights and properties assigned to CNB hereunder;
      and/or (c) any suit or proceeding that CNB may deem necessary or advisable
      to
      institute, in the name of CNB, Borrower or both, against any other Person,
      for
      any reason whatsoever to protect the rights of CNB hereunder or under any of
      the
      documents, instruments or agreements executed or to be executed pursuant hereto,
      including attorneys’ fees and court costs and all other costs and expenses
      incurred by CNB, all of which will be charged to and paid by Borrower and will
      be secured by the Collateral provided, notwithstanding the foregoing, the
      Borrower shall not be required to indemnify CNB or any other person for any
      liabilities, claims, demands, causes of action, damages, expenses, costs,
      settlements, judgments or recoveries arising as a result of CNB’s or such other
      person’s gross negligence or willful misconduct. Any obligation or liability of
      Borrower to CNB under this Section will survive the expiration or termination
      of
      this Agreement and the repayment of all Loans and the payment or performance
      of
      all other Obligations of Borrower to CNB.




10.8  **Notices.** Any
      notice required or permitted under any Loan Document will be given in writing
      and will be deemed to have been given when personally delivered or when sent
      by
      the U.S. mail, postage prepaid, certified, return receipt requested, properly
      addressed. For the purposes hereof, the addresses of the parties will, until
      further notice given as herein provided, be as follows:




CNB:
            City
                National Bank, Structured Finance Dept.555
                South Flower Street, Sixteenth Floor,Los
                Angeles, CA 90071Attention:
                Aaron Cohen, Senior Vice Presidentwith
                copy to:
            City
                National Bank, Legal Department400
                North Roxbury DriveBeverly
                Hills, California 90210-5021Attention:
                Managing Counsel, Credit UnitBorrower:
            Highbury
                Financial Inc.999
                Eighteenth Street, Suite 3000Denver
                CO 80202Attention:
                Bradley Forth, Chief Financial
                Officer


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10.9  **Assignments** .
      The
      provisions of this Agreement are hereby made applicable to and will inure to
      the
      benefit of CNB’s successors and assigns and Borrower’s successors and assigns;
      provided, however, that Borrower may not assign or transfer its rights or
      obligations under this Agreement without the prior written consent of CNB.
      CNB
      may assign this Agreement and its rights and duties hereunder, provided,
      however, so long as no Event of Default has occurred and is continuing, CNB
      may
      not transfer any of its rights, duties and obligations hereunder without the
      prior written consent of Borrower. CNB reserves the right to sell, assign,
      transfer, negotiate, or grant participations in all or any part of, or any
      interest in CNB’s rights and benefits hereunder, provided, however, so long as
      no Event of Default has occurred and is continuing, CNB may not sell, assign,
      transfer, negotiate or grant participations in all or any part of, or any
      interest in CNB’s rights and benefits hereunder without the prior written
      consent of Borrower. In connection therewith, CNB may disclose all documents
      and
      information which CNB now or hereafter may have relating to Borrower or
      Borrower’s business so long as such recipient agrees to keep all such
      information confidential.




10.10  **Accounting
      Terms.** Except
      as otherwise stated in this Agreement, all accounting terms and financial
      covenants and information will be construed in conformity with, and all
      financial data required to be submitted will be prepared in conformity with,
      GAAP as in effect on the date hereof.




10.11  **Severability.** Any
      provision of the Loan Documents which is prohibited or unenforceable in any
      jurisdiction, will be, only as to such jurisdiction, ineffective to the extent
      of such prohibition or unenforceability, but all the remaining provisions of
      the
      Loan Documents will remain valid.




10.12  **Complete
      Agreement.** This
      Agreement, together with the other Loan Documents, constitutes the entire
      agreement of the parties and supersedes any prior or contemporaneous oral or
      written agreements or understandings, if any, which are merged into this
      Agreement. The other Loan Documents are subject to the terms and conditions
      of
      this Agreement, and, in the event of a conflict between the other Loan Documents
      and this Agreement, the provisions of this Agreement shall control. This
      Agreement may be amended only in a writing signed by Borrower and
      CNB.




This
      Agreement is executed as of the date stated at the top of the first page.




**“Borrower”**
            **Highbury
              Financial Inc.**,
              aDelaware
              corporationBy:
            /s/
                Richard FooteRichard
                Foote, Chief Executive Officer**“CNB”**
            **City
              National Bank**,
              anational
              banking associationBy:
            /s/
                Aaron CohenAaron
                Cohen, Senior Vice President





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