EXHIBIT
      4.7

     

    SECURITY
      AGREEMENT

    


    SECURITY
      AGREEMENT, dated as of March 7, 2006 (this “Agreement”),
      among MCF Corporation, a Delaware corporation
      (the
      “Company”)
      and MCF Asset Management LLC and its 99.9% owned subsidiary, MCF/NV Asset
      Management, LLC, and MCF Wealth Management LLC and its whollly-owned subsdiary,
      Catalyst
      Financial Planning and Investment Management Corporation,
      each a direct or indirect subsidiary of the Company
      (such subsidiaries,
      the “Guarantors”)
      (the Company and Guarantors are collectively
      referred to as the “Debtors”)
      and the holder or holders of the Company’s Variable Rate Secured Debentures due
      December 31, 2010 in the original aggregate principal amount of $7,500,000
      (the
“Debentures”),
      signatory hereto, their endorsees, transferees and assigns (collectively
      referred to as, the “Secured
      Parties”).

    


    W
      I T N E S S E T H:

    


    WHEREAS,
      pursuant to the Purchase Agreement (as defined in the Debentures), the Secured
      Parties have severally agreed to extend the loans to the Company evidenced
      by
      the Debentures; 

     

    WHEREAS,
      pursuant to a certain Subsidiary Guarantee dated as of the date hereof (the
      “Guaranty”),
      the
      Guarantors
      have jointly and severally agreed to guaranty and act as surety for payment
      of
      such loans; and

     

    WHEREAS,
      in order to induce the Secured Parties to extend the loans evidenced by the
      Debentures, each Debtor has agreed to execute and deliver to the Secured Parties
      this Agreement and to grant the Secured Parties, pari
      passu
      with each other Secured Party, a perfected security interest in certain property
      of such Debtor to secure the prompt payment, performance and discharge in full
      of all of the Company’s obligations under the Debentures and the other Debtor’s
      obligations under the Guaranty.

     

    NOW,
      THEREFORE, in consideration of the agreements herein contained and for other
      good and valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, the parties hereto hereby agree as follows:

     

    1.
       Certain
      Definitions.
      As used in this Agreement, the following terms shall have the meanings set
      forth
      in this Section 1. Terms used but not otherwise defined in this Agreement that
      are defined in Article 9 of the UCC (such as “account”, “chattel paper”,
“commercial tort claim”, “deposit account”, “document”, “equipment”, “fixtures”,
“general intangibles”, “goods”, “instruments”, “inventory”, “investment
      property”, “letter-of-credit rights”, “proceeds” and “supporting obligations”)
      shall have the respective meanings given such terms in Article 9 of the
      UCC.

    


    (a)
       “Collateral”
      means the collateral in which the Secured Parties are granted a security
      interest by this Agreement and which shall include the following personal
      property of the Debtors, whether presently owned or existing or hereafter
      acquired or coming into existence, wherever situated, and all additions and
      accessions thereto and all substitutions and replacements thereof, and all
      proceeds, products and accounts thereof, including, without limitation, all
      proceeds from the sale or transfer of the Collateral and of insurance covering
      the same and of any tort claims in connection therewith,
      and all dividends, interest, cash, notes, securities, equity interest or other
      property at any time and from time to time acquired, receivable or otherwise
      distributed in respect of, or in exchange for, any or all of the Pledged
      Securities (as defined below):

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (i)
      All goods, including, without limitations, (A) all machinery, equipment,
      computers, motor vehicles, trucks, tanks, boats, ships, appliances, furniture,
      special and general tools, fixtures, test and quality control devices and other
      equipment of every kind and nature and wherever situated, together with all
      documents of title and documents representing the same, all additions and
      accessions thereto, replacements therefor, all parts therefor, and all
      substitutes for any of the foregoing and all other items used and useful in
      connection with any Debtor’s businesses and all improvements thereto; and (B)
      all inventory;

    


    (ii)
       All
      contract rights and other general intangibles, including, without limitation,
      all partnership interests, membership interests, stock or other securities,
      rights
      under any of the Organizational Documents, agreements related to the Pledged
      Securities, licenses,
      distribution and other agreements, computer software (whether “off-the-shelf”,
      licensed from any third party or developed by any Debtor), computer software
      development rights, leases, franchises, customer lists, quality control
      procedures, grants and rights, goodwill, trademarks, service marks, trade
      styles, trade names, patents, patent applications, copyrights, and income tax
      refunds; 

     

    (iii)
       All
      accounts, together with all instruments, all documents of title representing
      any
      of the foregoing, all rights in any merchandising, goods, equipment, motor
      vehicles and trucks which any of the same may represent, and all right, title,
      security and guaranties with respect to each account, including any right of
      stoppage in transit; 

    


    (iv)
       All
      documents, letter-of-credit rights, instruments and chattel paper;

    


    (v) All
      commercial tort claims;

    


    (vi) All
      deposit accounts and all cash (whether or not deposited in such deposit
      accounts);

    


    (vii) All
      investment property;

    


     (viii) All
      supporting obligations; and

    


    (ix) All
      files, records, books of account, business papers, and computer programs;
      and

    


    (x) the
      products and proceeds of all of the foregoing Collateral set forth in clauses
      (i)-(ix) above.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Without
      limiting the generality of the foregoing, the “Collateral”
      shall include all investment property and general intangibles respecting
      ownership and/or other equity interests in each Guarantor, including, without
      limitation, the shares of capital stock and the other equity interests listed
      on
Schedule
      A
      hereto (as the same may be modified from time to time pursuant to the terms
      hereof), and any other shares of capital stock and/or other equity interests
      of
      any other direct or indirect subsidiary of any Debtor obtained in the future,
      and, in each case, all certificates representing such shares and/or equity
      interests and, in each case, all rights, options, warrants, stock, other
      securities and/or equity interests that may hereafter be received, receivable
      or
      distributed in respect of, or exchanged for, any of the foregoing (all of the
      foregoing being referred to herein as the “Pledged
      Securities”)
      and all rights arising under or in connection with the Pledged Securities,
      including, but not limited to, all dividends, interest and cash;
      provided, however, that notwithstanding the foregoing, or any other provision
      in
      this Agreement to the contrary, the terms “Collateral” and “Pledged Securities”
shall not include any capital stock, investment property and general intangibles
      respecting ownership and/or other equity interests in Merriman Curhan Ford
&
Co. nor any customer assets of Merriman Curhan Ford & Co. or other assets of
      Merriman Curhan Ford & Co.

     

    Notwithstanding
      the foregoing, nothing herein shall be deemed to constitute an assignment of
      any
      asset which, in the event of an assignment, becomes void by operation of
      applicable law or the assignment of which is otherwise prohibited by applicable
      law (in each case to the extent that such applicable law is not overridden
      by
      Sections 9-406, 9-407 and/or 9-408 of the UCC or other similar applicable law);
      provided, however, that to the extent permitted by applicable law, this
      Agreement shall create a valid security interest in such asset and, to the
      extent permitted by applicable law, this Agreement shall create a valid security
      interest in the proceeds of such asset.

    


    (b)
       “Intellectual
      Property”
      means the collective reference to all rights, priorities and privileges relating
      to intellectual property, whether arising under United States, multinational
      or
      foreign laws or otherwise, including, without limitation, (i) all copyrights
      arising under the laws of the United States, any other country or any political
      subdivision thereof, whether registered or unregistered and whether published
      or
      unpublished, all registrations and recordings thereof, and all applications
      in
      connection therewith, including, without limitation, all registrations,
      recordings and applications in the United States Copyright Office, (ii) all
      letters patent of the United States, any other country or any political
      subdivision thereof, all reissues and extensions thereof, and all applications
      for letters patent of the United States or any other country and all divisions,
      continuations and continuations-in-part thereof, (iii) all trademarks, trade
      names, corporate names, company names, business names, fictitious business
      names, trade dress, service marks, logos, domain names and other source or
      business identifiers, and all goodwill associated therewith, now existing or
      hereafter adopted or acquired, all registrations and recordings thereof, and
      all
      applications in connection therewith, whether in the United States Patent and
      Trademark Office or in any similar office or agency of the United States, any
      State thereof or any other country or any political subdivision thereof, or
      otherwise, and all common law rights related thereto, (iv) all trade secrets
      arising under the laws of the United States, any other country or any political
      subdivision thereof, (v) all rights to obtain any reissues, renewals or
      extensions of the foregoing, (vi) all licenses for any of the foregoing, and
      (vii) all causes of action for infringement of the foregoing.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (c) “Majority
      in Interest”
      shall mean, at any time of determination, the majority in interest (based on
      then-outstanding principal amounts of Debentures at the time of such
      determination) of the Secured Parties.

    


    (d) “Necessary
      Endorsement”
      shall mean undated stock powers endorsed in blank or other proper instruments
      of
      assignment duly executed and such other instruments or documents as the Agent
      (as that term is defined below) may reasonably request.

    


    (e)
       “Obligations”
      means all of the liabilities
      and obligations (primary, secondary, direct, contingent, sole, joint or several)
      due or to become due, or that are now or may be hereafter contracted or
      acquired, or owing to, of any Debtor to the Secured Parties, including, without
      limitation, all
      obligations under this Agreement, the Debentures, the Guaranty and any other
      instruments, agreements or other documents executed and/or delivered in
      connection herewith or therewith, in each case, whether now or hereafter
      existing, voluntary or involuntary, direct or indirect, absolute or contingent,
      liquidated or unliquidated, whether or not jointly owed with others, and whether
      or not from time to time decreased or extinguished and later increased, created
      or incurred, and all or any portion of such obligations or liabilities that
      are
      paid, to the extent all or any part of such payment is avoided or recovered
      directly or indirectly from any of the Secured Parties as a preference,
      fraudulent transfer or otherwise as such obligations may be amended,
      supplemented, converted, extended or modified from time to time. Without
      limiting the generality of the foregoing, the term “Obligations” shall include,
      without limitation: (i) principal of, and interest on the Debentures and the
      loans extended pursuant thereto; (ii) any and all other fees, indemnities,
      costs, obligations and liabilities of the Debtors from time to time under or
      in
      connection with this Agreement, the Debentures, the Guaranty and any other
      instruments, agreements or other documents executed and/or delivered in
      connection herewith or therewith; and (iii) all amounts (including but not
      limited to post-petition interest) in respect of the foregoing that would be
      payable but for the fact that the obligations to pay such amounts are
      unenforceable or not allowable due to the existence of a bankruptcy,
      reorganization or similar proceeding involving any Debtor.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (f)
       “Organizational
      Documents”
      means with respect to any Debtor, the documents by which such Debtor was
      organized (such as a certificate of incorporation, certificate of limited
      partnership or articles of organization, and including, without limitation,
      any
      certificates of designation for preferred stock or other forms of preferred
      equity) and which relate to the internal governance of such Debtor (such as
      bylaws, a partnership agreement or an operating, limited liability or members
      agreement).

    


    (g)
       “UCC”
      means the Uniform Commercial Code of the State of New York and or any other
      applicable law of any state or states which has jurisdiction with respect to
      all, or any portion of, the Collateral or this Agreement, from time to time.
      It
      is the intent of the parties that defined terms in the UCC should be construed
      in their broadest sense so that the term “Collateral” will be construed in its
      broadest sense. Accordingly if there are, from time to time, changes to defined
      terms in the UCC that broaden the definitions, they are incorporated herein
      and
      if existing definitions in the UCC are broader than the amended definitions,
      the
      existing ones shall be controlling.

    


    (h) All
      references herein to “Subsidiary” or “subsidiaries” shall not include Merriman
      Curhan Ford & Co. 

    


    2.
       Grant
      of Perfected First Priority Security Interest.
      As an inducement for the Secured Parties to extend the loans as evidenced by
      the
      Debentures and to secure the complete and timely payment, performance and
      discharge in full, as the case may be, of all of the Obligations, each Debtor
      hereby unconditionally and irrevocably pledges, grants and hypothecates to
      the
      Secured Parties a continuing and perfected security interest in and to, a lien
      upon and a right of set-off against all of their respective right, title and
      interest of whatsoever kind and nature in and to, the Collateral (the
“Security
      Interest”).

    


    3. [Intentionally
      Omitted].

     

    4.  Representations,
      Warranties, Covenants and Agreements of the Debtors.
      Each Debtor represents and warrants to, and covenants and agrees with, the
      Secured Parties as follows:

    


    (a)
      Each Debtor has the requisite corporate, partnership, limited liability company
      or other power and authority to enter into this Agreement and otherwise to
      carry
      out its obligations hereunder. The execution, delivery and performance by each
      Debtor of this Agreement and the filings contemplated therein have been duly
      authorized by all necessary action on the part of such Debtor and no further
      action is required by such Debtor. This Agreement has been duly executed by
      each
      Debtor. This Agreement constitutes the legal, valid and binding obligation
      of
      each Debtor, enforceable against each Debtor in accordance with its terms except
      as such enforceability may be limited by applicable bankruptcy, insolvency,
      reorganization and similar laws of general application relating to or affecting
      the rights and remedies of creditors and by general principles of
      equity.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (b)
       The
      Debtors have no place of business or offices where their respective books of
      account and records are kept (other than temporarily at the offices of its
      attorneys or accountants) or places where Collateral is stored or located,
      except as set forth on Schedule
      B
      attached hereto. Except as specifically set forth on Schedule
      B,
      each Debtor is the record owner of the real property where such Collateral
      is
      located, and there exist no mortgages or other liens on any such real property
      except for Permitted Liens (as defined in the Debentures). Except as disclosed
      on Schedule
      B,
      none of such Collateral is in the possession of any consignee, bailee,
      warehouseman, agent or processor.

    


    (c)
       Except
      for Permitted Liens (as defined in the Debentures) and except as set forth
      on
Schedule
      C
      attached hereto, the Debtors are the sole owner of the Collateral (except for
      non-exclusive licenses granted by any Debtor in the ordinary course of
      business), free and clear of any liens, security interests, encumbrances, rights
      or claims, and are fully authorized to grant the Security Interest. Except
      as
      set forth on Schedule
      C
      hereto, there is not on file in any governmental or regulatory authority, agency
      or recording office an effective financing statement, security agreement,
      license or transfer or any notice of any of the foregoing (other than those
      that
      will be filed in favor of the Secured Parties pursuant to this Agreement)
      covering or affecting any of the Collateral. So long as this Agreement shall
      be
      in effect, the Debtors shall not execute and shall not knowingly permit to
      be on
      file in any such office or agency any such financing statement or other document
      or instrument (except to the extent filed or recorded in favor of the Secured
      Parties pursuant to the terms of this Agreement).

    


    (d)
       No
      written claim has been received that any Collateral or Debtor's use of any
      Collateral violates the rights of any third party. There has been no adverse
      decision to any Debtor's claim of ownership rights in or exclusive rights to
      use
      the Collateral in any jurisdiction or to any Debtor's right to keep and maintain
      such Collateral in full force and effect, and there is no proceeding involving
      said rights pending or, to the best knowledge of any Debtor, threatened before
      any court, judicial body, administrative or regulatory agency, arbitrator or
      other governmental authority.

    


    (e)
       Each
      Debtor shall at all times maintain its books of account and records relating
      to
      the Collateral at its principal place of business and its Collateral at the
      locations set forth on Schedule
      B
      attached hereto and may not relocate such books of account and records or
      tangible Collateral unless it delivers to the Secured Parties at least 30 days
      prior to such relocation (i) written notice of such relocation and the new
      location thereof (which must be within the United States) and (ii) evidence
      that
      appropriate financing statements under the UCC and other necessary documents
      have been filed and recorded and other steps have been taken to perfect the
      Security Interest to create in favor of the Secured Parties a valid, perfected
      and continuing perfected first priority lien in the Collateral.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (f)
       This
      Agreement creates in favor of the Secured Parties a valid, security interest
      in
      the Collateral, subject only to Permitted Liens (as defined in the Debentures)
      securing the payment and performance of the Obligations. Upon making the filings
      described in the immediately following paragraph, all security interests created
      hereunder in any Collateral which may be perfected by filing Uniform Commercial
      Code financing statements shall have been duly perfected. Except for the filing
      of the Uniform Commercial Code financing statements referred to in the
      immediately following paragraph,
      no action is necessary to create, perfect or protect the security interests
      created hereunder to the extent such security interests can be perfected by
      filing a UCC financing statement. Without limiting the generality of the
      foregoing, except for the filing of said financing statements, no consent of
      any
      third parties and no authorization, approval or other action by, and no notice
      to or filing with, any governmental authority or regulatory body is required
      for
      (i) the execution, delivery and performance of this Agreement, (ii) the creation
      or perfection of the Security Interests created hereunder in the Collateral
      to
      the extent such security interests can be perfected by filing a UCC financing
      statement or (iii) the enforcement of the rights of the Secured Parties
      hereunder.

    


    (g)
       Each
      Debtor hereby authorizes the Secured Parties, or any of them, to file one or
      more financing statements under the UCC, with respect to the Security Interest
      with the proper filing and recording agencies in any jurisdiction deemed proper
      by them.

    


     (h)
       [Intentionally
      Omitted].

    


     (i)
       The
      capital stock and other equity interests listed on Schedule
      A
      hereto represent all of the capital stock and other equity interests of the
      Guarantors, and represent all capital stock and other equity interests owned,
      directly or indirectly, by the Company other than the equity interests in
      Merriman Curhan Ford & Co. All of the Pledged Securities are validly issued,
      fully paid and nonassessable, and the Company is the legal and beneficial owner
      of the Pledged Securities, free and clear of any lien, security interest or
      other encumbrance except for the security interests created by this Agreement
      and other Permitted Liens (as defined in the Debenture).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (j)
       The
      ownership and other equity interests in partnerships and limited liability
      companies (if any)
      included in the Collateral
      (the “Pledged
      Interests”)
      by their express terms do not provide that they are securities governed by
      Article 8 of the UCC and are not held in a securities account or by any
      financial intermediary.

    


    (k)
       Each
      Debtor shall at all times maintain the liens and Security Interest provided
      for
      hereunder as valid and perfected first priority liens and security interests
      in
      the Collateral in favor of the Secured Parties until this Agreement and the
      Security Interest hereunder shall be terminated pursuant to Section 14 hereof.
      Each Debtor hereby agrees to defend the same against the claims of any and
      all
      persons and entities. Each Debtor shall safeguard and protect all Collateral
      for
      the account of the Secured Parties. At the request of the Secured Parties,
      each
      Debtor will sign and deliver to the Secured Parties at any time or from time
      to
      time one or more financing statements pursuant to the UCC in form reasonably
      satisfactory to the Secured Parties and will pay the cost of filing the same
      in
      all public offices wherever filing is, or is deemed by the Secured Parties
      to
      be, necessary or desirable to effect the rights and obligations provided for
      herein. Without limiting the generality of the foregoing, each Debtor shall
      pay
      all fees, taxes and other amounts necessary to maintain the Collateral and
      the
      Security Interest hereunder, and each Debtor shall obtain and furnish to the
      Secured Parties from time to time, upon demand, such releases and/or
      subordinations of claims and liens which may be required to maintain the
      priority of the Security Interest hereunder.

    


    (l)
       No
      Debtor will transfer, pledge, hypothecate, encumber, license, sell or otherwise
      dispose of any of the Collateral except as permitted under the Transaction
      Documents without the prior written consent of the
      Agent.

    


    (m) Each
      Debtor shall keep and preserve its equipment, inventory and other tangible
      Collateral in good condition, repair and order and shall not operate or locate
      any such Collateral (or cause to be operated or located) in any area excluded
      from insurance coverage.

    


    (n) [Intentionally
      Omitted].

    


    (o)
       Each
      Debtor shall, within ten (10) days of obtaining knowledge thereof, advise the
      Secured Parties promptly, in sufficient detail, of any substantial change in
      the
      Collateral, and of the occurrence of any event which would have a material
      adverse effect on the value of the Collateral or on the Secured Parties’
security interest therein.

    


    (p)
       Each
      Debtor shall promptly execute and deliver to the Secured Parties such further
      deeds, mortgages, assignments, security agreements, financing statements or
      other instruments, documents, certificates and assurances and take such further
      action as the Secured Parties may from time to time request and may in its
      sole
      discretion deem necessary to perfect, protect or enforce its security interest
      in the Collateral.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (q)
       Upon
      reasonable notice, each Debtor shall permit the Secured Parties and their
      representatives and agents to inspect the Collateral at any time during business
      hours, and to make copies of records pertaining to the Collateral as may be
      requested by a Secured Party from time to time.

    


    (r)
       Each
      Debtor shall take all steps reasonably necessary to diligently pursue and seek
      to preserve, enforce and collect any rights, claims, causes of action and
      accounts receivable in respect of the Collateral.

    


    (s)
       Each
      Debtor shall promptly notify the Secured Parties in sufficient detail upon
      becoming aware of any attachment, garnishment, execution or other legal process
      levied against any Collateral and of any other information received by such
      Debtor that may materially affect the value of the Collateral, the Security
      Interest or the rights and remedies of the Secured Parties
      hereunder.

    


    (t)
       All
      information heretofore, herein or hereafter supplied to the Secured Parties
      by
      or on behalf of any Debtor with respect to the Collateral is accurate and
      complete in all material respects as of the date furnished.

    


    (u)
       The
      Debtors shall at all times preserve and keep in full force and effect their
      respective valid existence and good standing and any rights and franchises
      material to its business.

    


    (v)
       No
      Debtor will change its name, type of organization, jurisdiction of organization,
      organizational identification number (if it has one), legal or corporate
      structure, or identity, or add any new fictitious name unless it provides at
      least 30 days prior written notice to the Secured Parties of such change and,
      at
      the time of such written notification, such Debtor provides any financing
      statements or fixture filings necessary to perfect and continue perfected the
      perfected security Interest granted and evidenced by this
      Agreement.

    


    (w) [Intentionally
      omitted].

    


    (x)
       No
      Debtor may relocate its chief executive office to a new location without
      providing 30 days prior written notification thereof to the Secured Parties
      and
      so long as, at the time of such written notification, such Debtor provides
      any
      financing statements or fixture filings necessary to perfect and continue
      perfected the perfected security Interest granted and evidenced by this
      Agreement.

    


    (y) Each
      Debtor was organized and remains organized solely under the laws of the state
      set forth next to such Debtor’s name in the first paragraph of this Agreement.
Schedule
      D
      attached hereto sets forth each Debtor’s organizational identification number
      or, if any Debtor does not have one, states that one does not
      exist.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (z) 
      (i) The actual name of each Debtor is the name set forth in the preamble above;
      (ii) no Debtor has any trade names except as set forth on Schedule
      E
      attached hereto; (iii) no Debtor has used any name other than that stated in
      the
      preamble hereto or as set forth on Schedule
      E
      for the preceding five years; and (iv) no entity has merged into any Debtor
      or
      been acquired by any Debtor within the past five years except as set forth
      on
Schedule
      E.

    


    (aa) At
      any time and from time to time that any Collateral consists of instruments,
      certificated securities or other items that require or permit possession by
      the
      secured party to perfect the security interest created hereby, the applicable
      Debtor shall deliver such Collateral to the Agent.

    


    (bb)
       Each
      Debtor, in its capacity as issuer, hereby agrees to comply with any and all
      orders and instructions of Agent regarding the Pledged Interests consistent
      with
      the terms of this Agreement without the further consent of any Debtor as
      contemplated by Section 8-106 (or any successor section) of the UCC. Further,
      each Debtor agrees that it shall not enter into a similar agreement (or one
      that
      would confer “control” within the meaning of Article 8 of the UCC) with any
      other person or entity.

     

    (cc) Upon
      request of the Agent, each Debtor shall cause all tangible chattel paper
      constituting Collateral to be delivered to the Agent, or, if such delivery
      is
      not possible, then to cause such tangible chattel paper to contain a legend
      noting that it is subject to the security interest created by this Agreement.
      To
      the extent that any Collateral consists of electronic chattel paper, the
      applicable Debtor shall cause the underlying chattel paper to be “marked” within
      the meaning of Section 9-105 of the UCC (or successor section
      thereto).

    


    (dd) If
      there is any investment property or deposit account included as Collateral
      that
      can be perfected by “control” through an account control agreement, upon request
      of the Agent, the applicable Debtor shall cause such an account control
      agreement, in form and substance in each case satisfactory to the Secured
      Parties, to be entered into and delivered to the Secured Parties.

    


    (ee)
       To
      the extent that any Collateral consists of letter-of-credit rights, upon request
      of the Agent, the applicable Debtor shall cause the issuer of each underlying
      letter of credit to consent to an assignment of the proceeds thereof to the
      Secured Parties.

    


    (ff)
       To
      the extent that any Collateral is in the possession of any third party, the
      applicable Debtor shall join with the Secured Parties in notifying such third
      party of the Secured Parties’ security interest in such Collateral and shall use
      its best efforts to obtain an acknowledgement and agreement from such third
      party with respect to the Collateral, in form and substance satisfactory to
      the
      Secured Parties.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (gg) If
      any Debtor shall at any time hold or acquire a commercial tort claim where
      the
      claimed amount is in excess of $100,000, such Debtor shall promptly notify
      the
      Agent in a writing signed by such Debtor of the particulars thereof and, upon
      the request of the Agent, grant to the Secured Parties in such writing a
      security interest therein and in the proceeds thereof, all upon the terms of
      this Agreement, with such writing to be in form and substance satisfactory
      to
      the Agent.

    


    (hh) [Intentionally
      Omitted].

    


    (ii) Each
      Debtor shall cause each subsidiary
      of such Debtor (other than Merriman Curhan Ford & Co., or any future
      registered broker-dealer ) to immediately become a party hereto (an
“Additional
      Debtor”),
      by executing and delivering an Additional Debtor Joinder in substantially the
      form of Annex
      A
      attached hereto and comply with the provisions hereof applicable to the Debtors.
      Concurrent therewith, the Additional Debtor shall deliver replacement schedules
      for, or supplements to all other Schedules to (or referred to in) this
      Agreement, as applicable, which replacement schedules shall supersede, or
      supplements shall modify, the Schedules then in effect. The Additional Debtor
      shall also deliver such opinions of counsel, authorizing resolutions, good
      standing certificates, incumbency certificates, organizational documents,
      financing statements and other information and documentation as the Secured
      Parties may reasonably request. Upon delivery of the foregoing to the Secured
      Parties, the Additional Debtor shall be and become a party to this Agreement
      with the same rights and obligations as the Debtors, for all purposes hereof
      as
      fully and to the same extent as if it were an original signatory hereto and
      shall be deemed to have made the representations, warranties and covenants
      set
      forth herein as of the date of execution and delivery of such Additional Debtor
      Joinder, and all references herein to the “Debtors” shall be deemed to include
      each Additional Debtor.

    


    (jj)
       Each
      Debtor shall vote the Pledged Securities to comply with the covenants and
      agreements set forth herein and in the Debentures.

    


    (kk) Each
      Debtor shall register the pledge of the applicable Pledged Securities on the
      books of such Debtor. Each Debtor shall notify each issuer of Pledged Securities
      to register the pledge of the applicable Pledged Securities in the name of
      the
      Secured Parties on the books of such issuer. Further, except with respect to
      certificated securities delivered to the Agent, the applicable Debtor shall
      deliver to Agent an acknowledgement of pledge (which, where appropriate, shall
      comply with the requirements of the relevant UCC with respect to perfection
      by
      registration) signed by the issuer of the applicable Pledged Securities, which
      acknowledgement shall confirm that: (a) it has registered the pledge on its
      books and records; and (b) at any time directed by Agent during the continuation
      of an Event of Default, such issuer will transfer the record ownership of such
      Pledged Securities into the name of any designee of Agent, will take such steps
      as may be necessary to effect the transfer, and will comply with all other
      instructions of Agent regarding such Pledged Securities without the further
      consent of the applicable Debtor.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (ll)
      In
      the event that, upon an occurrence of an Event of Default, Agent shall sell
      all
      or any of the Pledged Securities to another party or parties (herein called
      the
“Transferee”)
      or shall purchase or retain all or any of the Pledged Securities, each Debtor
      shall, to the extent applicable: (i) deliver to Agent or the Transferee, as
      the
      case may be, the articles of incorporation, bylaws, minute books, stock
      certificate books, corporate seals, deeds, leases, indentures, agreements,
      evidences of indebtedness, books of account, financial records and all other
      Organizational Documents and records of the Debtors and their direct and
      indirect subsidiaries; (ii) use its best efforts to obtain resignations of
      the
      persons then serving as officers and directors of the Debtors and their direct
      and indirect subsidiaries, if so requested; and (iii) use its best efforts
      to
      obtain any approvals that are required by any governmental or regulatory body
      in
      order to permit the sale of the Pledged Securities to the Transferee or the
      purchase or retention of the Pledged Securities by Agent and allow the
      Transferee or Agent to continue the business of the Debtors and their direct
      and
      indirect subsidiaries.

     

    (mm) Without
      limiting the generality of the other obligations of the Debtors hereunder,
      each
      Debtor shall promptly (i) cause to be registered at the United States Copyright
      Office all of its material copyrights, if any, (ii) cause the security interest
      contemplated hereby with respect to all Intellectual Property registered at
      the
      United States Copyright Office or United States Patent and Trademark Office
      to
      be duly recorded at the applicable office, upon request of the Agent and (iii)
      give the Agent notice whenever it acquires (whether absolutely or by license)
      or
      creates any additional material Intellectual Property.

    


    (nn) Each
      Debtor will from time to time, at the joint and several expense of the Debtors,
      promptly execute and deliver all such further instruments and documents, and
      take all such further action as may be reasonably necessary or desirable, or
      as
      the Secured Parties may reasonably request, in order to perfect and protect
      any
      security interest granted or purported to be granted hereby or to enable the
      Secured Parties to exercise and enforce their rights and remedies hereunder
      and
      with respect to any Collateral or to otherwise carry out the purposes of this
      Agreement.

     

    5. Effect
      of Pledge on Certain Rights. If
      any of the Collateral subject to this Agreement consists of nonvoting equity
      or
      ownership interests (regardless of class, designation, preference or rights)
      that may be converted into voting equity or ownership interests upon the
      occurrence of certain events (including, without limitation, upon the transfer
      of all or any of the other stock or assets of the issuer), it is agreed that
      the
      pledge of such equity or ownership interests pursuant to this Agreement or
      the
      enforcement of any of Agent’s rights hereunder shall not be deemed to be the
      type of event which would trigger such conversion rights notwithstanding any
      provisions in the Organizational Documents or agreements to which any Debtor
      is
      subject or to which any Debtor is party.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    6.
       Defaults.
      The occurrence of an Event of Default (as defined in the Debenture) under the
      Debenture shall be deemed an “Event of Default” hereunder.

     

    7.  Duty
      To Hold In Trust.
      

    


    (a) Upon
      the occurrence of any Event of Default and at any time thereafter, each Debtor
      shall, upon receipt of any revenue, income,
      dividend, interest
      or other sums subject to the Security Interest, whether payable pursuant to
      the
      Debentures or otherwise, or of any check, draft, note, trade acceptance or
      other
      instrument evidencing an obligation to pay any such sum, hold the same in trust
      for the Secured Parties and shall forthwith endorse and transfer any such sums
      or instruments, or both, to the Secured Parties, pro-rata in proportion to
      their
      initial purchases of Debentures for application to the satisfaction of the
      Obligations (and if any Debenture is not outstanding, pro-rata in proportion
      to
      the initial purchases of the remaining Debentures). 

    


    (b) If
      any Debtor shall become entitled to receive or shall receive any securities
      or
      other property (including, without limitation, shares of Pledged Securities
      or
      instruments representing Pledged Securities acquired after the date hereof,
      or
      any options, warrants, rights or other similar property or certificates
      representing a dividend, or any distribution in connection with any
      recapitalization, reclassification or increase or reduction of capital, or
      issued in connection with any reorganization of such Debtor or any of its direct
      or indirect subsidiaries) in respect of the Pledged Securities (whether as
      an
      addition to, in substitution of, or in exchange for, such Pledged Securities
      or
      otherwise), such Debtor agrees to (i) accept the same as the agent of the
      Secured Parties; (ii) hold the same in trust on behalf of and for the benefit
      of
      the Secured Parties; and (iii) to deliver any and all certificates or
      instruments evidencing the same to Agent on or before the close of business
      on
      the fifth business day following the receipt thereof by such Debtor, in the
      exact form received together with the Necessary Endorsements, to be held by
      Agent subject to the terms of this Agreement as Collateral.

     

    8.  Rights
      and Remedies Upon Default.

    


    (a) Upon
      the occurrence of any Event of Default and at any time thereafter, the Secured
      Parties, acting through any agent appointed by them for such purpose, shall
      have
      the right to exercise all of the remedies conferred hereunder and under the
      Debentures, and the Secured Parties shall have all the rights and remedies
      of a
      secured party under the UCC. Without limitation, the Secured Parties shall
      have
      the following rights and powers:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (i)
      The Secured Parties shall have the right to take possession of the Collateral
      and, for that purpose, enter, with the aid and assistance of any person, any
      premises where the Collateral, or any part thereof, is or may be placed and
      remove the same, and each Debtor shall assemble the Collateral and make it
      available to the Secured Parties at places which the Secured Parties shall
      reasonably select, whether at such Debtor's premises or elsewhere, and make
      available to the Secured Parties, without rent, all of such Debtor’s respective
      premises and facilities for the purpose of the Secured Parties taking possession
      of, removing or putting the Collateral in saleable or disposable
      form.

    


    (ii) Upon
      notice to the Debtors by Agent, all rights of each Debtor to exercise the voting
      and other consensual rights which it would otherwise be entitled to exercise
      and
      all rights of each Debtor to receive the dividends and interest which it would
      otherwise be authorized to receive and retain, shall cease. Upon such notice,
      Agent shall have the right to receive any interest, cash dividends or other
      payments on the Collateral and, at the option of Agent, to exercise in such
      Agent’s discretion all voting rights pertaining thereto. Without limiting the
      generality of the foregoing, Agent shall have the right (but not the obligation)
      to exercise all rights with respect to the Collateral as it were the sole and
      absolute owners thereof, including, without limitation, to vote and/or to
      exchange, at its sole discretion, any or all of the Collateral in connection
      with a merger, reorganization, consolidation, recapitalization or other
      readjustment concerning or involving the Collateral or any Debtor or any of
      its
      direct or indirect subsidiaries.

    


    (iii)
      The Secured Parties shall have the right to assign, sell, lease or otherwise
      dispose of and deliver all or any part of the Collateral, at public or private
      sale or otherwise, either with or without special conditions or stipulations,
      for cash or on credit or for future delivery, in such parcel or parcels and
      at
      such time or times and at such place or places, and upon such terms and
      conditions as the Secured Parties may deem commercially reasonable, all without
      (except as shall be required by applicable statute and cannot be waived)
      advertisement or demand upon or notice to any Debtor or right of redemption
      of a
      Debtor, which are hereby expressly waived. Upon each such sale, lease,
      assignment or other transfer of Collateral, the Secured Parties may, unless
      prohibited by applicable law which cannot be waived, purchase all or any part
      of
      the Collateral being sold, free from and discharged of all trusts, claims,
      right
      of redemption and equities of any Debtor, which are hereby waived and
      released.

    


    (iv) The
      Secured Parties shall have the right (but not the obligation) to notify any
      account debtors and any obligors under instruments or accounts to make payments
      directly to the Secured Parties and to enforce the Debtors’ rights against such
      account debtors and obligors.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (v) The
      Secured Parties may (but are not obligated to) direct any financial intermediary
      or any other person or entity holding any investment property to transfer the
      same to the Secured Parties or their designee.

    


    (vi) The
      Secured Parties may (but are not obligated to) transfer any or all Intellectual
      Property registered in the name of any Debtor at the United States Patent and
      Trademark Office and/or Copyright Office into the name of the Secured Parties
      or
      any designee or any purchaser of any Collateral.

    


    (b) The
      Agent may comply with any applicable law in connection with a disposition of
      Collateral and such compliance will not be considered adversely to affect the
      commercial reasonableness of any sale of the Collateral. The Agent may sell
      the
      Collateral without giving any warranties and may specifically disclaim such
      warranties. If the Agent sells any of the Collateral on credit, the Debtors
      will
      only be credited with payments actually made by the purchaser. In addition,
      each
      Debtor waives any and all rights that it may have to a judicial hearing in
      advance of the enforcement of any of the Agent’s rights and remedies hereunder,
      including, without limitation, its right following an Event of Default to take
      immediate possession of the Collateral and to exercise its rights and remedies
      with respect thereto.

     

    (c) For
      the purpose of enabling the Agent to further exercise rights and remedies under
      this Section 8 or elsewhere provided by agreement or applicable law, each Debtor
      hereby grants to the Agent, for the benefit of the Agent and the Secured
      Parties, an irrevocable, nonexclusive license (exercisable without payment
      of
      royalty or other compensation to such Debtor) to use, license or sublicense
      following an Event of Default, any Intellectual Property now owned or hereafter
      acquired by such Debtor, and wherever the same may be located, and including
      in
      such license access to all media in which any of the licensed items may be
      recorded or stored and to all computer software and programs used for the
      compilation or printout thereof.

    


     9.  Applications
      of Proceeds.
      The proceeds of any such sale, lease or other disposition of the Collateral
      hereunder shall be applied first, to the expenses of retaking, holding, storing,
      processing and preparing for sale, selling, and the like (including, without
      limitation, any taxes, fees and other costs incurred in connection therewith)
      of
      the Collateral, to the reasonable attorneys’ fees and expenses incurred by the
      Secured Parties in enforcing their rights hereunder and in connection with
      collecting, storing and disposing of the Collateral, and then to satisfaction
      of
      the Obligations pro rata among the Secured Parties (based on then-outstanding
      principal amounts of Debentures at the time of any such determination), and
      to
      the payment of any other amounts required by applicable law, after which the
      Secured Parties shall pay to the applicable Debtor any surplus proceeds. If,
      upon the sale, license or other disposition of the Collateral, the proceeds
      thereof are insufficient to pay all amounts to which the Secured Parties are
      legally entitled, the Debtors will be liable for the deficiency, together with
      interest thereon, at the rate of 10% per annum or the lesser amount permitted
      by
      applicable law (the “Default
      Rate”),
      and the reasonable fees of any attorneys employed by the Secured Parties to
      collect such deficiency. To the extent permitted by applicable law, each Debtor
      waives all claims, damages and demands against the Secured Parties arising
      out
      of the repossession, removal, retention or sale of the Collateral, unless due
      solely to the gross negligence or willful misconduct of the Secured Parties
      as
      determined by a final judgment (not subject to further appeal) of a court of
      competent jurisdiction.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    10. Securities
      Law Provision.
      Each Debtor recognizes that Agent may be limited in its ability to effect a
      sale
      to the public of all or part of the Pledged Securities by reason of certain
      prohibitions in the Securities Act of 1933, as amended, or other federal or
      state securities laws (collectively, the “Securities
      Laws”),
      and may be compelled to resort to one or more sales to a restricted group of
      purchasers who may be required to agree to acquire the Pledged Securities for
      their own account, for investment and not with a view to the distribution or
      resale thereof. Each Debtor agrees that sales so made may be at prices and
      on
      terms less favorable than if the Pledged Securities were sold to the public,
      and
      that Agent has no obligation to delay the sale of any Pledged Securities for
      the
      period of time necessary to register the Pledged Securities for sale to the
      public under the Securities Laws. Each Debtor shall cooperate with Agent in
      its
      attempt to satisfy any requirements under the Securities Laws (including,
      without limitation, registration thereunder if requested by Agent) applicable
      to
      the sale of the Pledged Securities by Agent.

     

    11.  Costs
      and Expenses.
      Each Debtor agrees to pay all reasonable out-of-pocket fees, costs and expenses
      incurred in connection with any filing required hereunder, including without
      limitation, any financing statements pursuant to the UCC, continuation
      statements, partial releases and/or termination statements related thereto
      or
      any expenses of any searches reasonably required by the Secured Parties. The
      Debtors shall also pay all other claims and charges which in the reasonable
      opinion of the Secured Parties might prejudice, imperil or otherwise affect
      the
      Collateral or the Security Interest therein. The Debtors will also, upon demand,
      pay to the Secured Parties the amount of any and all reasonable expenses,
      including the reasonable fees and expenses of its counsel and of any experts
      and
      agents, which the Secured Parties may incur in connection with (i) the
      enforcement of this Agreement, (ii) the custody or preservation of, or the
      sale
      of, collection from, or other realization upon, any of the Collateral, or (iii)
      the exercise or enforcement of any of the rights of the Secured Parties under
      the Debentures. Until so paid, any fees payable hereunder shall be added to
      the
      principal amount of the Debentures and shall bear interest at the Default
      Rate.

     

    12.  Responsibility
      for Collateral.
      The Debtors assume all liabilities and responsibility in connection with all
      Collateral, and the Obligations shall in no way be affected or diminished by
      reason of the loss, destruction, damage or theft of any of the Collateral or
      its
      unavailability for any reason. Without limiting the generality of the foregoing,
      (a) neither the Agent nor any Secured Party (i) has any duty (either before
      or
      after an Event of Default) to collect any amounts in respect of the Collateral
      or to preserve any rights relating to the Collateral, or (ii) has any obligation
      to clean-up or otherwise prepare the Collateral for sale, and (b) each Debtor
      shall remain obligated and liable under each contract or agreement included
      in
      the Collateral to be observed or performed by such Debtor thereunder. Neither
      the Agent nor any Secured Party shall have any obligation or liability under
      any
      such contract or agreement by reason of or arising out of this Agreement or
      the
      receipt by the Agent or any Secured Party of any payment relating to any of
      the
      Collateral, nor shall the Agent or any Secured Party be obligated in any manner
      to perform any of the obligations of any Debtor under or pursuant to any such
      contract or agreement, to make inquiry as to the nature or sufficiency of any
      payment received by the Agent or any Secured Party in respect of the Collateral
      or as to the sufficiency of any performance by any party under any such contract
      or agreement, to present or file any claim, to take any action to enforce any
      performance or to collect the payment of any amounts which may have been
      assigned to the Agent or to which the Agent or any Secured Party may be entitled
      at any time or times.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    13.  Security
      Interest Absolute.
      All rights of the Secured Parties and all obligations of the Debtors hereunder,
      shall be absolute and unconditional, irrespective of: (a) any lack of validity
      or enforceability of this Agreement, the Debentures or any agreement entered
      into in connection with the foregoing, or any portion hereof or thereof; (b)
      any
      change in the time, manner or place of payment or performance of, or in any
      other term of, all or any of the Obligations, or any other amendment or waiver
      of or any consent to any departure from the Debentures or any other agreement
      entered into in connection with the foregoing; (c) any exchange, release or
      nonperfection of any of the Collateral, or any release or amendment or waiver
      of
      or consent to departure from any other collateral for, or any guaranty, or
      any
      other security, for all or any of the Obligations; (d) any action by the Secured
      Parties to obtain, adjust, settle and cancel in its sole discretion any
      insurance claims or matters made or arising in connection with the Collateral;
      or (e) any other circumstance which might otherwise constitute any legal or
      equitable defense available to a Debtor, or a discharge of all or any part
      of
      the Security Interest granted hereby. Until the Obligations shall have been
      paid
      and performed in full, the rights of the Secured Parties shall continue even
      if
      the Obligations are barred for any reason, including, without limitation, the
      running of the statute of limitations or bankruptcy. Each Debtor expressly
      waives presentment, protest, notice of protest, demand, notice of nonpayment
      and
      demand for performance. In the event that at any time any transfer of any
      Collateral or any payment received by the Secured Parties hereunder shall be
      deemed by final order of a court of competent jurisdiction to have been a
      voidable preference or fraudulent conveyance under the bankruptcy or insolvency
      laws of the United States, or shall be deemed to be otherwise due to any party
      other than the Secured Parties, then, in any such event, each Debtor’s
      obligations hereunder shall survive cancellation of this Agreement, and shall
      not be discharged or satisfied by any prior payment thereof and/or cancellation
      of this Agreement, but shall remain a valid and binding obligation enforceable
      in accordance with the terms and provisions hereof. Each Debtor waives all
      right
      to require the Secured Parties to proceed against any other person or
entity
      or to
      apply any Collateral which the Secured Parties may hold at any time, or to
      marshal assets, or to pursue any other remedy. Each Debtor waives any defense
      arising by reason of the application of the statute of limitations to any
      obligation secured hereby.

     

    14.
       Term
      of Agreement.
      This Agreement and the Security Interest shall terminate on the date on which
      all payments under the Debentures have been indefeasibly paid in full and all
      other Obligations have been paid or discharged; provided, however, that all
      indemnities of the Debtors contained in this Agreement (including, without
      limitation, Annex B hereto) shall survive and remain operative and in full
      force
      and effect regardless of the termination of this Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    15.
       Power
      of Attorney; Further Assurances.

    


    (a)
       Each
      Debtor authorizes the Secured Parties, and does hereby make, constitute and
      appoint the Secured Parties and their respective officers, agents, successors
      or
      assigns with full power of substitution, as such Debtor’s true and lawful
      attorney-in-fact, with power, in the name of the various Secured Parties or
      such
      Debtor, to, after the occurrence and during the continuance of an Event of
      Default, (i) endorse any note, checks, drafts, money orders or other instruments
      of payment (including payments payable under or in respect of any policy of
      insurance) in respect of the Collateral that may come into possession of the
      Secured Parties; (ii) to sign and endorse any financing statement pursuant
      to
      the UCC or any invoice, freight or express bill, bill of lading, storage or
      warehouse receipts, drafts against debtors, assignments, verifications and
      notices in connection with accounts, and other documents relating to the
      Collateral; (iii) to pay or discharge taxes, liens, security interests or other
      encumbrances at any time levied or placed on or threatened against the
      Collateral; (iv) to demand, collect, receipt for, compromise, settle and sue
      for
      monies due in respect of the Collateral; (v) to transfer any Intellectual
      Property or provide licenses respecting any Intellectual Property; and (vi)
      generally, at the option of the Secured Parties, and at the expense of the
      Debtors, at any time, or from time to time, to execute and deliver any and
      all
      documents and instruments and to do all acts and things which the Secured
      Parties deem necessary to protect, preserve and realize upon the Collateral
      and
      the Security Interest granted therein in order to effect the intent of this
      Agreement and the Debentures all as fully and effectually as the Debtors might
      or could do; and each Debtor hereby ratifies all that said attorney shall
      lawfully do or cause to be done by virtue hereof. This power of attorney is
      coupled with an interest and shall be irrevocable for the term of this Agreement
      and thereafter as long as any of the Obligations shall be outstanding.
Without
      limiting the generality of the foregoing, after the occurrence and during the
      continuance of an Event of Default, each Secured Party is specifically
      authorized to execute and file any applications for or instruments of transfer
      and assignment of any patents, trademarks, copyrights or other Intellectual
      Property with the United States Patent and Trademark Office and the United
      States Copyright Office.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (b)
       On
      a continuing basis, each Debtor will make, execute, acknowledge, deliver, file
      and record, as the case may be, with the proper filing and recording agencies
      in
      any jurisdiction, including, without limitation, the jurisdictions indicated
      on
Schedule
      C
      attached hereto, all such instruments, and take all such action as may
      reasonably be deemed necessary or advisable, or as reasonably requested by
      the
      Secured Parties, to perfect the Security Interest granted hereunder and
      otherwise to carry out the intent and purposes of this Agreement, or for
      assuring and confirming to the Secured Parties the grant or perfection of a
      perfected security interest in all the Collateral under the UCC.

     

    (c)
       Each
      Debtor hereby irrevocably appoints the Secured Parties as such Debtor’s
      attorney-in-fact, with full authority in the place and instead of such Debtor
      and in the name of such Debtor, from time to time in the Secured Parties’
discretion, to take any action and to execute any instrument which the Secured
      Parties may deem necessary or advisable to accomplish the purposes of this
      Agreement, including the filing, in its sole discretion, of one or more
      financing or continuation statements and amendments thereto, relative to any
      of
      the Collateral without the signature of such Debtor where permitted by law,
      which financing statements may (but need not) describe the Collateral as “all
      assets” or “all personal property” or words of like import (but which shall
      expressly exclude the ownership of or assets in Merriman Curhan Ford & Co.),
      and ratifies all such actions taken by the Secured Parties. This power of
      attorney is coupled with an interest and shall be irrevocable for the term
      of
      this Agreement and thereafter as long as any of the Obligations shall be
      outstanding.

     

    16.  Notices.
      All notices, requests, demands and other communications hereunder shall be
      subject to the notice provision of the Purchase Agreement (as such term is
      defined in the Debentures).

     

    17.  Other
      Security.
      To the extent that the Obligations are now or hereafter secured by property
      other than the Collateral or by the guarantee, endorsement or property of any
      other person, firm, corporation or other entity, then the Secured Parties shall
      have the right, in its sole discretion, to pursue, relinquish, subordinate,
      modify or take any other action with respect thereto, without in any way
      modifying or affecting any of the Secured Parties’ rights and remedies
      hereunder.

     

    18.  Appointment
      of Agent.
      The Secured Parties hereby appoint Midsummer Investment Ltd. to act as their
      agent (“Midsummer”
      or “Agent”)
      for purposes of exercising any and all rights and remedies of the Secured
      Parties hereunder. Such appointment shall continue until revoked in writing
      by a
Majority
      in Interest, at which time a Majority in Interest
      shall appoint a new Agent; provided, that Midsummer may not be removed as Agent
      unless Midsummer shall then hold less than $100,000 principal amount of
      Debentures;
      provided further that such removal may occur only if each of the other Secured
      Parties shall then hold not less than $100,000 principal amount of Debentures.
      The
      Agent shall have the rights, responsibilities and immunities set forth in
Annex
      B
      hereto.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    19.  Miscellaneous.

    


    (a)
       No
      course of dealing between the Debtors and the Secured Parties, nor any failure
      to exercise, nor any delay in exercising, on the part of the Secured Parties,
      any right, power or privilege hereunder or under the Debentures shall operate
      as
      a waiver thereof; nor shall any single or partial exercise of any right, power
      or privilege hereunder or thereunder preclude any other or further exercise
      thereof or the exercise of any other right, power or privilege.


    (b)
       All
      of the rights and remedies of the Secured Parties with respect to the
      Collateral, whether established hereby or by the Debentures or by any other
      agreements, instruments or documents or by law shall be cumulative and may
      be
      exercised singly or concurrently.

    


    (c)
       This
      Agreement constitutes the entire agreement of the parties with respect to the
      subject matter hereof and is intended to supersede all prior negotiations,
      understandings and agreements with respect thereto. Except as specifically
      set
      forth in this Agreement, no provision of this Agreement may be modified or
      amended except by a written agreement specifically referring to this Agreement
      and signed by the Debtors and the Secured Parties holding
      at least
      two-thirds (2/3) of the Registrable Securities into which all of the Debentures
      and Warrants then outstanding are convertible or exercisable (without regard
      to
      any limitation on such conversion or exercise).

    


    (d)
       In
      the event any provision of this Agreement is held to be invalid, prohibited
      or
      unenforceable in any jurisdiction for any reason, unless such provision is
      narrowed by judicial construction, this Agreement shall, as to such
      jurisdiction, be construed as if such invalid, prohibited or unenforceable
      provision had been more narrowly drawn so as not to be invalid, prohibited
      or
      unenforceable. If, notwithstanding the foregoing, any provision of this
      Agreement is held to be invalid, prohibited or unenforceable in any
      jurisdiction, such provision, as to such jurisdiction, shall be ineffective
      to
      the extent of such invalidity, prohibition or unenforceability without
      invalidating the remaining portion of such provision or the other provisions
      of
      this Agreement and without affecting the validity or enforceability of such
      provision or the other provisions of this Agreement in any other
      jurisdiction.

    


    (e)
       No
      waiver of any breach or default or any right under this Agreement shall be
      considered valid unless in writing and signed by the party giving such waiver,
      and no such waiver shall be deemed a waiver of any subsequent breach or default
      or right, whether of the same or similar nature or otherwise.

    


    (f)
      This
      Agreement shall be binding upon and inure to the benefit of each party hereto
      and its successors and assigns.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (g)
       Each
      party shall take such further action and execute and deliver such further
      documents as may be necessary or appropriate in order to carry out the
      provisions and purposes of this Agreement.

    


    (h)
      All questions concerning the construction, validity, enforcement and
      interpretation of this Agreement shall be governed by and construed and enforced
      in accordance with the internal laws of the State of New York, without regard
      to
      the principles of conflicts of law thereof. Each Debtor agrees that all
      proceedings concerning the interpretations, enforcement and defense of the
      transactions contemplated by this Agreement and the Debentures(whether brought
      against a party hereto or its respective affiliates, directors, officers,
      shareholders, partners, members, employees or agents) shall be commenced
      exclusively in the state and federal courts sitting in the City of New York,
      Borough of Manhattan. Each Debtor hereby irrevocably submits to the exclusive
      jurisdiction of the state and federal courts sitting in the City of New York,
      Borough of Manhattan for the adjudication of any dispute hereunder or in
      connection herewith or with any transaction contemplated hereby or discussed
      herein, and hereby irrevocably waives, and agrees not to assert in any
      proceeding, any claim that it is not personally subject to the jurisdiction
      of
      any such court, that such proceeding is improper. Each party hereto hereby
      irrevocably waives personal service of process and consents to process being
      served in any such proceeding by mailing a copy thereof via registered or
      certified mail or overnight delivery (with evidence of delivery) to such party
      at the address in effect for notices to it under this Agreement and agrees
      that
      such service shall constitute good and sufficient service of process and notice
      thereof. Nothing contained herein shall be deemed to limit in any way any right
      to serve process in any manner permitted by law. Each party hereto hereby
      irrevocably waives, to the fullest extent permitted by applicable law, any
      and
      all right to trial by jury in any legal proceeding arising out of or relating
      to
      this Agreement or the transactions contemplated hereby. If any party shall
      commence a proceeding to enforce any provisions of this Agreement, then the
      prevailing party in such proceeding shall be reimbursed by the other party
      for
      its reasonable attorney’s fees and other costs and expenses incurred with the
      investigation, preparation and prosecution of such proceeding.

    


    (i)
       This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed shall be deemed to be an original and, all of which taken together
      shall constitute one and the same Agreement. In the event that any signature
      is
      delivered by facsimile transmission, such signature shall create a valid binding
      obligation of the party executing (or on whose behalf such signature is
      executed) the same with the same force and effect as if such facsimile signature
      were the original thereof.

    


    (j) All
      Debtors shall jointly and severally be liable for the obligations of each Debtor
      to the Secured Parties hereunder.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (k) Each
      Debtor shall indemnify, reimburse and hold harmless the Secured Parties and
      their respective partners, members, shareholders, officers, directors, employees
      and agents (collectively, “Indemnitees”)
      from and against any and all losses, claims, liabilities, damages, penalties,
      suits, costs and expenses, of any kind or nature, (including fees relating
      to
      the cost of investigating and defending any of the foregoing) imposed on,
      incurred by or asserted against such Indemnitee in any way related to or arising
      from or alleged to arise from this Agreement or the Collateral, except any
      such
      losses, claims, liabilities, damages, penalties, suits, costs and expenses
      which
      result from the gross negligence or willful misconduct of the Indemnitee as
      determined by a final, nonappealable decision of a court of competent
      jurisdiction. This indemnification provision is in addition to, and not in
      limitation of, any other indemnification provision in the Debentures, the
      Purchase Agreement (as such term is defined in the Debentures) or any other
      agreement, instrument or other document executed or delivered in connection
      herewith or therewith.

    


    (l) Nothing
      in this Agreement shall be construed to subject Agent or any Secured Party
      to
      liability as a partner in any Debtor or any if its direct or indirect
      subsidiaries that is a partnership or as a member in any Debtor or any of its
      direct or indirect subsidiaries that is a limited liability company, nor shall
      Agent or any Secured Party be deemed to have assumed any obligations under
      any
      partnership agreement or limited liability company agreement, as applicable,
      of
      any such Debtor or any if its direct or indirect subsidiaries or otherwise,
      unless and until any such Secured Party exercises its right to be substituted
      for such Debtor as a partner or member, as applicable, pursuant
      hereto.

    


    (m)
       To
      the extent that the grant of the security interest in the Collateral and the
      enforcement of the terms hereof require the consent, approval or action of
      any
      partner or member, as applicable, of any Debtor or any direct or indirect
      subsidiary of any Debtor or compliance with any provisions of any of the
      Organizational Documents, the Debtors hereby grant such consent and approval
      and
      waive any such noncompliance with the terms of said documents.

    


    [SIGNATURE
      PAGES FOLLOW]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto have caused this Security
      Agreement to be duly executed on the day and year first above
      written.

    


    


    
      	
              MCF
                CORPORATION

            
	 
	 
	
              By:__________________________________________

              Name:

              Title:

            
	 
	
              MCF
                ASSET MANAGEMENT, LLC

            
	 
	 
	
              By:__________________________________________

              Name:

              Title:

            


    

     

    
      	
              MCF
                WEALTH MANAGEMENT, LLC

            
	 
	 
	
              By:__________________________________________

              Name:

              Title:

            


    

    


     

    
      	
              MCF/NV
                ASSET MANAGEMENT, LLC

            
	 
	 
	
              By:__________________________________________

              Name:

              Title:

            
	 
	
              CATALYST
                FINANCIAL PLANNING AND INVESTMENT MANAGEMENT
                CORPORATION

            
	 
	 
	
              By:__________________________________________

              Name:

              Title:

               

            


    

    


    [SIGNATURE
      PAGE OF HOLDERS FOLLOWS]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [SIGNATURE
      PAGE OF HOLDERS TO MEM SA]

     

    Name
      of Investing Entity: Midsummer Investment, Ltd.

    Signature
      of Authorized Signatory of Investing entity:
      _________________________

    Name
      of Authorized Signatory: _________________________

    Title
      of Authorized Signatory: __________________________

     

    [SIGNATURE
      PAGE OF HOLDERS FOLLOWS]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    SCHEDULE
      A

    


    Pledged
      Securities

    


    


    100%
      Membership Interests in MCF Asset Management, LLC

    


    100%
      Membership Interests in MCF Wealth Management, LLC

    


    99.9%
      Membership Interests in MCF/NV Asset Management, LLC

    


    100%
      common stock of Catalyst Financial Planning and Investment Management
      Corporation

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    SCHEDULE
      B

    


    Principal
      Place of Business of Debtors: 600
      California Street, 9th
      Floor,
      San Francisco, California 94108

    


     

    Locations
      Where Collateral is Located or Stored: 600
      California Street, 9th
      Floor,
      San Francisco, California 94108

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      C

    


    


    Liens

    


    None

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      D

    


    Organizational
      Identification Numbers

    


    


    MCF
      Corporation: 2125509

    


    MCF
      Asset Management, LLC: 3752781

    


    MCF
      Wealth Management, LLC: 3907834

    


    MCF/NV
      Asset Management, LLC: 4089251

    


    Catalyst
      Financial Planning & Investment Management Corporation: 3907619

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      E

    


    Names;
      Mergers and Acquisitions

     

    MCF
      Corporation:

    


    o MCF
      Corporation was RateXchange Corporation until 7/21/03;

    o RateXchange
      Corporation was Netamerica.com Corporation until 4/21/00;

    o Netamerica.com
      Corporation was Telenisus Corporation until 5/18/99;

    o Telenisus
      Corporation was Netamerica.com Corporation until 5/6/99;

    o Netamerica.com
      Corporation was NetAmerica International Corporation until 4/13/99;

    o NetAmerica
      International Corporation was Venture World Ltd. until 10/6/98; and

    o Venture
      World Ltd. was first formed as World Ventures, Ltd.


    o In
      2005,
      MCF Corporation acquired Catalyst
      Financial Planning & Investment Management Corporation

    


    MCF
      Asset Management, LLC: no other names; no mergers/ acquisitions

    


    MCF
      Wealth Management, LLC: no other names; no mergers/ acquisitions

    


    MCF/NV
      Asset Management, LLC: no other names; no mergers/ acquisitions

    


    Catalyst
      Financial Planning & Investment Management Corporation: no other names; no
      mergers/ acquisitions

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     ANNEX
      A

    to

    SECURITY

    AGREEMENT

    


    FORM
      OF ADDITIONAL DEBTOR JOINDER

    


    Security
      Agreement dated as of March ___, 2006 made by

    MCF
      Corporation

    and
      its subsidiaries party thereto from time to time, as Debtors

    to
      and in favor of

    the
      Secured Parties identified therein (the “Security
      Agreement”)

    


    Reference
      is made to the Security Agreement as defined above; capitalized terms used
      herein and not otherwise defined herein shall have the meanings given to such
      terms in, or by reference in, the Security Agreement.

    


    The
      undersigned hereby agrees that upon delivery of this Additional Debtor Joinder
      to the Secured Parties referred to above, the undersigned shall (a) be an
      Additional Debtor under the Security Agreement, (b) have all the rights and
      obligations of the Debtors under the Security Agreement as fully and to the
      same
      extent as if the undersigned was an original signatory thereto and (c) be deemed
      to have made the representations and warranties set forth in the Security
      Agreement as of the date of execution and delivery of this Additional Debtor
      Joinder. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE UNDERSIGNED
      SPECIFICALLY GRANTS TO THE SECURED PARTIES A SECURITY INTEREST IN THE COLLATERAL
      AS MORE FULLY SET FORTH IN THE SECURITY AGREEMENT AND ACKNOWLEDGES AND AGREES
      TO
      THE WAIVER OF JURY TRIAL PROVISIONS SET FORTH THEREIN.

    


    Attached
      hereto are supplemental and/or replacement Schedules to the Security Agreement,
      as applicable.

    


    An
      executed copy of this Joinder shall be delivered to the Secured Parties, and
      the
      Secured Parties may rely on the matters set forth herein on or after the date
      hereof. This Joinder shall not be modified, amended or terminated without the
      prior written consent of the Secured Parties.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    



    IN
      WITNESS WHEREOF, the undersigned has caused this Joinder to be executed in
      the
      name and on behalf of the undersigned.

    


    [Name
      of Additional Debtor]

     

     

    By:________________________________

    Name:

    Title:

    Address:

    


    


    


    Dated:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    ANNEX
      B

    to

    SECURITY

    AGREEMENT

    


    THE
      AGENT

    


    1.
      Appointment. The
      Secured Parties (all capitalized terms used herein and not otherwise defined
      shall have the respective meanings provided in the Security Agreement to which
      this Annex B is attached (the "Agreement")),
      by their acceptance of the benefits of the Agreement, hereby designate Midsummer
      Investment Ltd. (“Midsummer” or “Agent”)
      as the Agent to act as specified herein and in the Agreement. Each Secured
      Party
      shall be deemed irrevocably to authorize the Agent to take such action on its
      behalf under the provisions of the Agreement and any other Transaction Document
      (as such term is defined in the Debentures) and to exercise such powers and
      to
      perform such duties hereunder and thereunder as are specifically delegated
      to or
      required of the Agent by the terms hereof and thereof and such other powers
      as
      are reasonably incidental thereto. The Agent may perform any of its duties
      hereunder by or through its agents or employees.

    


    2.
      Nature
      of Duties.
      The Agent shall have no duties or responsibilities except those expressly set
      forth in the Agreement. Neither the Agent nor any of its partners, members,
      shareholders, officers, directors, employees or agents shall be liable for
      any
      action taken or omitted by it as such under the Agreement or hereunder or in
      connection herewith or therewith, be responsible for the consequence of any
      oversight or error of judgment or answerable for any loss, unless caused solely
      by its or their gross negligence or willful misconduct as determined by a final
      judgment (not subject to further appeal) of a court of competent jurisdiction.
      The duties of the Agent shall be mechanical and administrative in nature; the
      Agent shall not have by reason of the Agreement or any other Transaction
      Document a fiduciary relationship in respect of any Debtor or any Secured Party;
      and nothing in the Agreement or any other Transaction Document, expressed or
      implied, is intended to or shall be so construed as to impose upon the Agent
      any
      obligations in respect of the Agreement or any other Transaction Document except
      as expressly set forth herein and therein.

    


    3.
      Lack
      of Reliance on the Agent.
      Independently and without reliance upon the Agent, each Secured Party, to the
      extent it deems appropriate, has made and shall continue to make (i) its own
      independent investigation of the financial condition and affairs of the Company
      and its subsidiaries in connection with such Secured Party’s investment in the
      Debtors, the creation and continuance of the Obligations, the transactions
      contemplated by the Transaction Documents, and the taking or not taking of
      any
      action in connection therewith, and (ii) its own appraisal of the
      creditworthiness of the Company and its subsidiaries, and of the value of the
      Collateral from time to time, and the Agent shall have no duty or
      responsibility, either initially or on a continuing basis, to provide any
      Secured Party with any credit, market or other information with respect thereto,
      whether coming into its possession before any Obligations are incurred or at
      any
      time or times thereafter. The Agent shall not be responsible to the Debtors
      or
      any Secured Party for any recitals, statements, information, representations
      or
      warranties herein or in any document, certificate or other writing delivered
      in
      connection herewith, or for the execution, effectiveness, genuineness, validity,
      enforceability, perfection, collectibility, priority or sufficiency of the
      Agreement or any other Transaction Document, or for the financial condition
      of
      the Debtors or the value of any of the Collateral, or be required to make any
      inquiry concerning either the performance or observance of any of the terms,
      provisions or conditions of the Agreement or any other Transaction Document,
      or
      the financial condition of the Debtors, or the value of any of the Collateral,
      or the existence or possible existence of any default or Event of Default under
      the Agreement, the Debentures or any of the other Transaction
      Documents.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    4.
      Certain
      Rights of the Agent.
      The Agent shall have the right to take any action with respect to the
      Collateral, on behalf of all of the Secured Parties. To the extent practical,
      the Agent shall request instructions from the Secured Parties with respect
      to
      any material act or action (including failure to act) in connection with the
      Agreement or any other Transaction Document, and shall be entitled to act or
      refrain from acting in accordance with the instructions of Secured Parties
      holding a majority in principal amount of Debentures (based on then-outstanding
      principal amounts of Debentures at the time of any such determination); if
      such
      instructions are not provided despite the Agent’s request therefor, the Agent
      shall be entitled to refrain from such act or taking such action, and if such
      action is taken, shall be entitled to appropriate indemnification from the
      Secured Parties in respect of actions to be taken by the Agent; and the Agent
      shall not incur liability to any person or entity by reason of so refraining.
      Without limiting the foregoing, (a) no Secured Party shall have any right of
      action whatsoever against the Agent as a result of the Agent acting or
      refraining from acting hereunder in accordance with the terms of the Agreement
      or any other Transaction Document, and the Debtors shall have no right to
      question or challenge the authority of, or the instructions given to, the Agent
      pursuant to the foregoing and (b) the Agent shall not be required to take any
      action which the Agent believes (i) could reasonably be expected to expose
      it to
      personal liability or (ii) is contrary to this Agreement, the Transaction
      Documents or applicable law.

    


    5.
      Reliance.
      The Agent shall be entitled to rely, and shall be fully protected in relying,
      upon any writing, resolution, notice, statement, certificate, telex, teletype
      or
      telecopier message, cablegram, radiogram, order or other document or telephone
      message signed, sent or made by the proper person or entity, and, with respect
      to all legal matters pertaining to the Agreement and the other Transaction
      Documents and its duties thereunder, upon advice of counsel selected by it
      and
      upon all other matters pertaining to this Agreement and the other Transaction
      Documents and its duties thereunder, upon advice of other experts selected
      by
      it.

    


    6.
      Indemnification.
      To the extent that the Agent is not reimbursed and indemnified by the Debtors,
      the Secured Parties will jointly and severally reimburse and indemnify the
      Agent, in proportion to their initially purchased respective principal amounts
      of Debentures, from and against any and all liabilities, obligations, losses,
      damages, penalties, actions, judgments, suits, costs, expenses or disbursements
      of any kind or nature whatsoever which may be imposed on, incurred by or
      asserted against the Agent in performing its duties hereunder or under the
      Agreement or any other Transaction Document, or in any way relating to or
      arising out of the Agreement or any other Transaction Document except for those
      determined by a final judgment (not subject to further appeal) of a court of
      competent jurisdiction to have resulted solely from the Agent's own gross
      negligence or willful misconduct. Prior to taking any action hereunder as Agent,
      the Agent may require each Secured Party to deposit with it sufficient sums
      as
      it determines in good faith is necessary to protect the Agent for costs and
      expenses associated with taking such action.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    7.
      Resignation
      by the Agent.

     

    (a)
      The Agent may resign from the performance of all its functions and duties under
      the Agreement and the other Transaction Documents at any time by giving 30
      days'
      prior written notice (as provided in the Agreement) to the Debtors and the
      Secured Parties. Such resignation shall take effect upon the appointment of
      a
      successor Agent pursuant to clauses (b) and (c) below.

    


    (b)
      Upon any such notice of resignation, the Secured Parties, acting by
      a Majority
      in Interest,
      shall appoint a successor Agent hereunder.

    


    (c)
      If a successor Agent shall not have been so appointed within said 30-day period,
      the Agent shall then appoint a successor Agent who shall serve as Agent until
      such time, if any, as the Secured Parties appoint a successor Agent as provided
      above. If a successor Agent has not been appointed within such 30-day period,
      the Agent may petition any court of competent jurisdiction or may interplead
      the
      Debtors and the Secured Parties in a proceeding for the appointment of a
      successor Agent, and all fees, including, but not limited to, extraordinary
      fees
      associated with the filing of interpleader and expenses associated therewith,
      shall be payable by the Debtors on demand.

    


    8.
      Rights
      with respect to Collateral.
      Each Secured Party agrees with all other Secured Parties and the Agent (i)
      that
      it shall not, and shall not attempt to, exercise any rights with respect to
      its
      security interest in the Collateral, whether pursuant to any other agreement
      or
      otherwise (other than pursuant to this Agreement), or take or institute any
      action against the Agent or any of the other Secured Parties in respect of
      the
      Collateral or its rights hereunder (other than any such action arising from
      the
      breach of this Agreement) and (ii) that such Secured Party has no other rights
      with respect to the Collateral other than as set forth in this Agreement and
      the
      other Transaction Documents.