TRANSITION
AGREEMENT AND RELEASE OF ALL CLAIMS

     

    This
Transition Agreement and Release of All Claims ("Agreement"), entered into as of
_________________, 2010 between Merriman Capital, Inc., its respective
subsidiaries and parent corporations, its officers, directors, agents,
employees, predecessors, successors and assigns, on the one hand (collectively
"Company") and Peter Coleman, on the other hand ("Employee").

     

    1.           The
parties desire to amicably continue his employment relationship between Employee
and the Company until the Separation Date and to end the employment relationship
on the Separation Date set forth below.

     

    2.           Employee
acknowledges that he has been advised and is hereby advised in writing to
consult with an attorney of his choosing and at his expense regarding the terms
of this Agreement, and the Annex Agreements attached hereto.

     

    3.           The
parties enter into this Agreement, among other reasons, to conclude the
employment relationship between Employee and the Company on the Separation Date
and of settling voluntarily any dispute or potential dispute that they may have
as of the date of this Agreement.

     

    4.           Employee
acknowledges and agrees that, to date, he has received all earned compensation,
including wages, bonus monies, accrued vacation pay and other vested benefits,
if any, due to Employee in connection with his employment in accordance with the
Company's policies.

     

    5.           Employee
agrees that he will return all Company property, data, records, including
computer and email files and any copies thereof, in his possession or under his
control to the Company on or prior to his Separation Date.  Between
the date of this Agreement and the Separation Date, Employee will continue to
perform all employment duties for the Company.

     

    6.           In
consideration for Employee's execution and compliance with the terms of this
Agreement, and after the expiration of the Revocation Period described in
paragraph 16(g), set forth herein, the Company agrees to continue Employee's
employment, in the position of Chief Financial Officer, until the earliest of
the following contingencies occurs ("Separation Date"):

     

    
      	
               
      

            	
              a.

            	
              The
      date on which all of the following have
  occurred:

            


    

     

    
      	
               
      

            	
              i.

            	
              Company
      has consummated an equity financing resulting in net proceed to the
      Company of at least $9 million ("Qualified
  Financing");

            


    

     

    
      	
               
      

            	
              ii.

            	
              Settlement
      of the matter of Don
      Arata, et al. v. Merriman Curhan Ford & Co.;
  and

            


    

     

    
      	
               
      

            	
              iii.

            	
              Settlement
      of the matter of Midsummer
      Investment, Ltd., v. Merriman Curhan Ford Group,
    Inc.;

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              b.

            	
              January
      31, 2011; or

            


    

     

    
      	
               
      

            	
              c.

            	
              The
      date the Company states in writing that Employee is no longer employed
      with the Company.

            


    

     

    The
Employee shall continue to receive his current base salary of $350,000, paid on
the regular semi-monthly payroll schedule of the Company until the Separation
Date.

     

    7.           As
further consideration for this Agreement, and only if the Company consummates a
Qualified Financing as defined in Paragraph 6(a)(i), employee will be entitled
to an immediate bonus payment of Eighty Seven Thousand Five Hundred and no/100
dollars ($87,500.00).

     

    8.           Upon
completion of Employee's employment, on the condition that on and after Employee
has executed and delivered to the Company the release in the form attached
hereto as Annex A, and after the Revocation Period set forth in such release has
expired, the Company agrees, as additional consideration for the receipt of the
releases set forth in Annex A, Employer will agree as follows:

     

    
      	
               
      

            	
              a.

            	
               

            


    

     

    
      	
               
      

            	
              i.

            	
              If
      the Company consummates a Qualified Financing in accordance with Paragraph
      6(a)(i) of the Agreement prior to the Separation Date, Employer will offer
      Employee a Consulting Agreement in accordance with the terms set forth in
      Annex B providing for annual compensation of Two Hundred Sixty Two
      Thousand Five Hundred and no/100 dollars
  ($262,500).

            


    

     

    
      	
               
      

            	
              ii.

            	
              If
      the Company does not consummate a Qualified Financing prior to the
      Separation Date, Employer will offer Employee a Consulting Agreement in
      accordance with the terms set forth in Annex B providing for annual
      compensation of Three Hundred Fifty Thousand and no/100 dollars
      ($350,000).

            


    

     

    and

     

    
      	
               
      

            	
              b.

            	
              Company
      will agree to accelerate the vesting of following  stock options
      that have been granted to the Employee:  (i) 400,000 shares on
      pre-split basis (57,142 shares on a post split basis) granted pursuant to
      the terms and conditions of the 2003 Stock Incentive Stock Option Plan on
      May 8, 2009; (ii) 100,000 shares on pre-split basis (14,285 shares on a
      post split basis) granted pursuant to the terms and conditions of the 2003
      Stock Incentive Stock Option Plan on July 1., 2009; and (iii) 50,000
      shares on pre-split basis (7,142 shares on a post split basis) granted
      pursuant to the terms and conditions of the 2000 Stock Incentive Stock
      Option Plan on July 1., 2009 (the “Options”), as follows:  at
      the time of Employee’s termination of employment, the vesting of each of
      the Options outstanding on the Separation Date shall be accelerated as if
      the Employee was continuously employed until the anniversary of the
      Separation Date.  Currently, Employee possesses 550,000 Options
      pre-split , or 78,569 post-split.  All references to pre-split
      and post-split herein refer to the one-for-seven reverse stock split
      affected by the Company’s parent company, Merriman Holdings, Inc., on
      August 16, 2010.  Employee’s ability to exercise his options
      will continue during the duration of his employment and the duration of
      the Consulting Agreement, and will terminate 90 days after the termination
      of the Consulting Agreement discussed
below.

            


    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    9.           Employee
has, in the course of his duties on behalf of the Company, been advised of
certain business matters and affairs of the Company regarding its customers and
the management of its business.  The duties performed by Employee for
the Company placed him in a position of trust and confidence with respect to
certain trade secrets and other proprietary information relating to the business
of the Company and not generally known to the public.  Except as
permitted or directed by the Company's Board of Directors, during the time of
his employment by the Company and at any time thereafter, Employee shall not
divulge, furnish, or make accessible to anyone or use in any way (other than in
the ordinary course of the business of the Company) any confidential or secret
information or knowledge of the Company, whether developed by yourself or by
others.  Such confidential and/or secret information includes, but is
not limited to, the Company's customer and supplier lists, business plans, and
financial, marketing, and personnel information.  Employee agrees to
refrain from any acts or omissions that would reduce the value of any
confidential or secret knowledge or information to the Company, both during your
employment hereunder and at any time after the termination of your
employment.  Your obligations of confidentiality under this section
shall not apply to any knowledge or information that is now published publicly
or that subsequently becomes generally publicly known, other than as a direct or
indirect result of a breach of this provision.

     

    10.         Employee
agrees to accept full responsibility for any tax filing or related filing
requirements such as tax payments which he is required to
make.  Moreover, Employee agrees to indemnify the Company regarding
any tax liability or other liability related to the payment of the above sums,
if any, including but not limited to any employer requirements that are claimed
by the IRS, the State of California, or any other entity or agency, including
any accounting or legal fees incurred by the Company regarding such
claims.

     

    11.         Notwithstanding
the provisions of section 1542 of the Civil Code of the State of California (set
forth below), Employee hereby irrevocably and unconditionally releases and
forever discharges the Company from any charges, complaints, claims and
liabilities, known or unknown, suspected or unsuspected (hereinafter referred to
as “claim” or “claims”), that Employee at any time heretofore had or claimed to
have or that Employee may have or claim to have regarding events that have
occurred as of or on the date Employee signs this Agreement, including, without
limitation, any claims related to Employee's employment with the Company or his
termination therefrom.  It is expressly understood by Employee that
among the civil claims being waived in this release are those arising under the
Age Discrimination in Employment Act of 1967 (29 U.S.C. § 621 et seq.) to the
extent that the facts giving rise to such claims occurred prior to or on the
date that Employee signs this Agreement.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    12.         Except
as stated in paragraph 13, the parties understand the word "claims" to include
all actions, claims and grievances, whether actual or potential, known or
unknown, encompassed by this Agreement, with the exception of claims that cannot
be released by private agreement.  The claims encompassed by this
Agreement (including related attorney's fees and costs) are forever barred by
this Agreement and without regard to whether those claims are based on any
alleged breach of a duty arising in a statute, contract, or tort; any alleged
unlawful act, including, without limitation, all types of employment
discrimination or wrongful discharge claims are hereby released by Employee and
forever barred, regardless of the forum or form in which such might be
brought.  This includes, but is not limited to, claims for wrongful
termination; violation of public policy; violation of the California Fair
Employment & Housing Act, Title VII of the Civil Rights Act, 42 U.S.C.
Sections 1981 and 1983, the Employee Retirement Income Security Act, the
Americans With Disabilities Act, and/or the California Labor Code; for
intentional and negligent infliction of emotional distress; for defamation; and,
for any and all related claims under state, federal and local law.

     

    13.         The
claims that are not released by this Agreement are the following:  (1)
claims related to the consideration offered for this Agreement; (2) claims that
controlling law clearly states may not be released by settlement under any
circumstances; and (3) claims arising after the effective date of this
Agreement.

     

    14.         After
consulting with his attorneys, Employee hereby agrees that all rights under
section 1542 of the Civil Code of the State of California are hereby waived by
Employee as to the matters encompassed by this Agreement.  Section
1542 provides as follows:

     

    A general
release does not extend to claims which the creditor does not know or suspect to
exist in his or her favor at the time of executing the release, which if known
by him or her must have materially affected his or her settlement with the
debtor.

     

    This
waiver is not a mere recital, but is a known waiver of rights and
benefits.  This is a bargained-for provision of this Agreement and is
further consideration for the covenants and conditions contained
herein.

     

    15.         Employee
affirms that he has not caused or permitted to be filed nor will cause or permit
to be filed on his behalf any charge, complaint or action before any federal,
state, or local administrative agency or court against the Company, concerning
any event occurring prior to the signing of the Agreement.  However,
nothing in the Agreement shall be construed as prohibiting Employee from filing
a charge or complaint with the National Labor Relations Board (NLRB) or the
Equal Employment Opportunity Commission (EEOC) or participating in an
investigation or proceeding conducted by the  NLRB or the
EEOC.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    16.         Employee
understands and agrees that he:

     

    a.      Has
had a full twenty-one (21) days within which to consider this Agreement before
executing it;

     

    b.      Has
carefully read and fully understands all of the provisions of this
Agreement;

     

    c.      Is,
through this Agreement, releasing the Company from any and all claims he may
have against the Company, including claims under the Age Discrimination in
Employment Act (ADEA) and the California Fair Employment and Housing
Act;

     

    d.      Knowingly
and voluntarily agrees to all of the terms set forth in this
Agreement;

     

    e.      Knowingly
and voluntarily intends to be legally bound by this Agreement;

     

    f.      Was
advised and hereby is advised in writing to consider the terms of this Agreement
and consult with an attorney of his choice prior to executing this
Agreement;

     

    g.      Has
a full seven (7) days following the execution of this Agreement (the "Revocation
Period") to revoke this Agreement and has been and hereby is advised in writing
that this Agreement shall not become effective or enforceable until the
Revocation Period has expired; and

     

    h.      Understands
that rights or claims under the ADEA that may arise after the date this
Agreement is executed are not waived.

     

    17.         This
Agreement is in full satisfaction of disputed claims and by entering into this
Agreement, the Company is in no way admitting liability of any
sort.  This Agreement, therefore, does not constitute an admission of
liability of any kind.  The Company specifically disclaims any claim
that wages or expenses of any kind are due and owing to Employee.

     

    18.         Employee
agrees that he will keep the fact, terms, and amount of this Agreement
completely confidential and that he will not disclose any information concerning
this Agreement to anyone.  However, Employee may make such disclosures
as are required by law and as are necessary for legitimate law enforcement or
compliance purposes, and may also disclose to his spouse, partner, legal
counsel, financial advisor and/or tax consultant or preparer.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    19.         Employee
and the Company both agree that neither party shall knowingly make any oral or
written statements that disparage the other party or any of its management,
directors, employees, partners, stockholders or members who held such positions
while the Employee was employed by the Company and are still in such positions
at the time such statements are made.

     

    20.         Employee
agrees that for a period of twelve (12) months immediately following the
termination of my employment with the Company for any reason, whether with or
without cause, I shall not directly or indirectly solicit, induce, recruit, or
encourage any of the Company's employees to leave their employment, or take away
such employees, or attempt to solicit, induce, recruit, encourage, or take away
employees of the Company, either for myself or for any other person or
entity.

     

    21.         The
Company and Consultant agree that, in the event of any dispute regarding the
interpretation or enforcement of this agreement or any other dispute between the
Company and Consultant, that each of them will engage in a reasonable good faith
effort to resolve such dispute directly between the parties before resorting to
legal process or to outside attorneys.

     

    22.         The
parties agree that this Agreement shall be governed by, and interpreted in
accordance with, the laws of the State of California.  Should any
provision of this Agreement be determined by any court to be wholly or partially
illegal, invalid or unenforceable, the legality, validity and enforceability of
the remaining provisions shall not be affected, and said illegal, unenforceable
or invalid provisions shall be deemed not to be a part of this
Agreement.

     

    23.         The
parties agree that this Agreement, and any fully executed Annexes hereto,
contains their complete and final agreement and that there are no
representations, statements, or agreements that have not been included within
this Agreement.

     

    24.         The
parties acknowledge that in signing this Agreement, they do not rely upon and
have not relied upon any representation or statement made by any of the parties
or their agents with respect to the subject matter, basis or effect of this
Agreement, other than those specifically stated in this written
Agreement.

     

    25.         This
Agreement shall be binding upon the parties to this Agreement and upon their
heirs, administrators, representatives, executors and
assigns.  Employee expressly warrants that he has not transferred to
any person or entity any rights, causes of action or claims released in this
Agreement.

     

    26.         This
Agreement may be executed and delivered in multiple counterparts, each of which
shall be deemed an original, and all of which together shall constitute one and
the same instrument.  A facsimile or other copy of a signature shall
be deemed an original for purposes of this Agreement.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    IN
WITNESS WHEREOF, the undersigned have executed this Agreement as a deed as of
the date first written above.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	 
      	
                                                  MERRIMAN CURHAN FORD &
      CO.

                                                	 
	 	 	 
	 
      	 
      	 
      	 
      	 
	 
      	
                                                  By:

                                                	  
      	 
	 
      	 
      	
                                                  Name:

                                                	  
      	 
	 
      	 
      	
                                                  Title:

                                                	 
      	 
	 	 	 
	 	 	 
	 
      	
                                                  PETER
    COLEMAN

                                                	 
	 	 	 
	 
      	  
      	 
	 
      	
                                                  Peter
    Coleman

                                                	 


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    


    


    


    


    


     

    


    


    


    


    


    [Signature Page to Transition
Agreement and Release Of All Claims]

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    ANNEX
A

     

    SEPARATION
AGREEMENT AND RELEASE OF ALL CLAIMS

     

    This
Separation Agreement and Release of All Claims ("Annex Agreement"), entered into
as of ________________ between Merriman Curhan Ford, its respective subsidiaries
and parent corporations, its officers, directors, agents, employees,
predecessors, successors and assigns, on the one hand (collectively "Company")
and Peter Coleman, on the other hand ("Employee") .

     

    1.           This
Annex Agreement does not extinguish the Transition Agreement and Release of All
Claims (the "Agreement") between the Company, Employee and the other parties
thereto, but is an extension of that Agreement.  Employee agrees that
he has continuing obligations to comply with all provisions of the Agreement,
whether separately stated in this Annex or not.

     

    2.           Employee
acknowledges and agrees that he has received all earned compensation, including
wages, bonus monies, accrued vacation pay, and other vested benefits, if any,
due to Employee in connection with his employment as of the date
hereof.

     

    3.           In
consideration for the Employee’s Release of Claims under this Annex Agreement,
the Company agrees to provide the following consideration after the expiration
of the Revocation Period set forth in Paragraph 10:

     

    
      	
               
      

            	
              a.

            	
               

            


    

     

    
      	
               
      

            	
              i.

            	
              If
      the Company consummates a Qualified Financing in accordance with Paragraph
      6(a)(i) of the Agreement prior to the Separation Date, Employer will offer
      Employee a Consulting Agreement in accordance with the terms set forth in
      Annex B providing for annual compensation of Two Hundred Sixty Two
      Thousand Five Hundred and no/100 dollars
  ($262,500).

            


    

     

    
      	
               
      

            	
              ii.

            	
              If
      the Company does not consummate a Qualified Financing prior to the
      Separation Date, Employer will offer Employee a Consulting Agreement in
      accordance with the terms set forth in Annex B providing for annual
      compensation of Three Hundred Fifty Thousand and no/100 dollars
      ($350,000).

            


    

     

    and

     

    
      	
               
      

            	
              b.

            	
              Company
      agrees to accelerate the vesting of following  stock options
      that have been granted to the Employee:  (i) 400,000 shares on
      pre-split basis (57,142 shares on a post split basis) granted pursuant to
      the terms and conditions of the 2003 Stock Incentive Stock Option Plan on
      May 8, 2009; (ii) 100,000 shares on pre-split basis (14,285 shares on a
      post split basis) granted pursuant to the terms and conditions of the 2003
      Stock Incentive Stock Option Plan on July 1., 2009; and (iii) 50,000
      shares on pre-split basis (7,142 shares on a post split basis) granted
      pursuant to the terms and conditions of the 2000 Stock Incentive Stock
      Option Plan on July 1., 2009 (the “Options”), as follows:  at
      the time of Employee’s termination of employment, the vesting of each of
      the Options outstanding on the Separation Date shall be accelerated as if
      the Employee was continuously employed until the anniversary of the
      Separation Date.  Currently, Employee possesses 550,000 Options
      pre-split , or 78,569 post-split.  All references to pre-split
      and post-split herein refer to the one-for-seven reverse stock split
      affected by the Company’s parent company, Merriman Holdings, Inc., on
      August 16, 2010.  Employee’s ability to exercise his options
      will continue during the duration of his employment and the duration of
      the Consulting Agreement, and will terminate 90 days after the termination
      of the Consulting Agreement discussed
below.

            


    

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    4.           Employee
agrees to accept full responsibility for any tax filing or related filing
requirements such as tax payments which he is required to
make.  Moreover, Employee agrees to indemnify the Company regarding
any tax liability or other liability related to the payment of the above sums,
if any, including but not limited to any employer requirements that are claimed
by the IRS, the State of California, or any other entity or agency, including
any accounting or legal fees incurred by the Company regarding such
claims.

     

    5.           Notwithstanding
the provisions of section 1542 of the Civil Code of the State of California (set
forth below), Employee hereby irrevocably and unconditionally releases and
forever discharges the Company from any charges, complaints, claims and
liabilities, known or unknown, suspected or unsuspected (hereinafter referred to
as "claim" or "claims"), that Employee at any time heretofore had or claimed to
have or that Employee may have or claim to have regarding events that have
occurred as of or on the date Employee signs this Agreement, including, without
limitation, any claims related to Employee's employment with the Company or his
termination therefrom.  It is expressly understood by Employee that
among the civil claims being waived in this release are those arising under the
Age Discrimination in Employment Act of 1967 (29 U.S.C. § 621 et seq.) to the
extent that the facts giving rise to such claims occurred prior to or on the
date that Employee signs this Agreement.

     

    6.           Except
as stated in paragraph 7, the parties understand the word "claims" to include
all actions, claims and grievances, whether actual or potential, known or
unknown, encompassed by this Agreement, with the exception of claims that cannot
be released by private agreement.  The claims encompassed by this
Agreement (including related attorney's fees and costs) are forever barred by
this Agreement and without regard to whether those claims are based on any
alleged breach of a duty arising in a statute, contract, or tort; any alleged
unlawful act, including, without limitation, all types of employment
discrimination or wrongful discharge claims are hereby released by Employee and
forever barred, regardless of the forum or form in which such might be
brought.  This includes, but is not limited to, claims for wrongful
termination; violation of public policy; violation of the California Fair
Employment & Housing Act, Title VII of the Civil Rights Act, 42 U.S.C.
Sections 1981 and 1983, the Employee Retirement Income Security Act, the
Americans With Disabilities Act, and/or the California Labor Code; for
intentional and negligent infliction of emotional distress; for defamation; and,
for any and all related claims under state, federal and local law.

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    7.           The
claims that are not released by this Agreement are the following:  (1)
claims related to the consideration offered for this Agreement; (2) claims that
controlling law clearly states may not be released by settlement under any
circumstances; and (3) claims arising after the effective date of this
Agreement.

     

    8.           Employee
hereby agrees that all rights under section 1542 of the Civil Code of the State
of California are hereby waived by Employee as to the matters encompassed by
this Agreement.  Section 1542 provides as follows:

     

    A general
release does not extend to claims which the creditor does not know or suspect to
exist in his or her favor at the time of executing the release, which if known
by him or her must have materially affected his or her settlement with the
debtor.

     

    9.           This
waiver is not a mere recital, but is a known waiver of rights and
benefits.  This is a bargained-for provision of this Agreement and is
further consideration for the covenants and conditions contained
herein.

     

    10.         Employee
affirms that he has not caused or permitted to be filed nor will cause or permit
to be filed on his behalf any charge, complaint or action before any federal,
state, or local administrative agency or court against the Company, concerning
any event occurring prior to the signing of the Agreement.  However,
nothing in the Agreement shall be construed as prohibiting Employee from filing
a charge or complaint with the National Labor Relations Board (NLRB) or the
Equal Employment Opportunity Commission (EEOC) or participating in an
investigation or proceeding conducted by the  NLRB or the
EEOC.

     

    11.         Employee
understands and agrees that he:

     

    a.      Has
had a full twenty-one (21) days within which to consider this Annex Agreement
before executing it;

     

    b.      Has
carefully read and fully understands all of the provisions of this Annex
Agreement;

     

    c.      Is,
through this Annex Agreement, releasing the Company from any and all claims he
may have against the Company, including claims under the Age Discrimination in
Employment Act (ADEA) and the California Fair Employment and Housing
Act;

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    d.      Knowingly
and voluntarily agrees to all of the terms set forth in this Annex
Agreement;

     

    e.      Knowingly
and voluntarily intends to be legally bound by this Annex
Agreement;

     

    f.      Was
advised and hereby is advised in writing to consider the terms of this Annex
Agreement and consult with an attorney of his choice prior to executing this
Annex Agreement;

     

    g.      Has
a full seven (7) days following the execution of this Annex Agreement to revoke
this Annex Agreement and has been and hereby is advised in writing that this
Annex Agreement shall not become effective or enforceable until such revocation
period has expired; and

     

    h.      Understands
that rights or claims under the ADEA that may arise after the date this Annex
Agreement is executed are not waived.

     

    12.         This
Annex Agreement is in full satisfaction of disputed claims and by entering into
this Annex Agreement, the Company is in no way admitting liability of any
sort.  This Annex Agreement, therefore, does not constitute an
admission of liability of any kind.  The Company specifically
disclaims any claim that wages or expenses of any kind are due and owing to
Employee.

     

    13.         Employee
agrees that he will keep the fact, terms and amount of this Annex Agreement and
the Agreement completely confidential and that he will not disclose any
information concerning this Annex Agreement or the Agreement to
anyone.  However, Employee may make such disclosures as are required
by law and as are necessary for legitimate law enforcement or compliance
purposes, and may also disclose to his or her spouse, partner and/or tax
consultant or preparer.

     

    14.         The
parties agree that this Annex Agreement shall be governed by, and interpreted in
accordance with, the laws of the State of California.  Should any
provision of this Annex Agreement be determined by any court to be wholly or
partially illegal, invalid or unenforceable, the legality, validity and
enforceability of the remaining provisions shall not be affected, and said
illegal, unenforceable or invalid provisions shall be deemed not to be a part of
this Annex Agreement.

     

    15.         The
parties agree that this Annex Agreement and the Agreement contains their
complete and final agreement and that there are no representations, statements,
or agreements that have not been included within this Annex Agreement or the
Agreement.

     

    16.         The
parties acknowledge that in signing this Annex Agreement, they do not rely upon
and have not relied upon any representation or statement made by any of the
parties or their agents with respect to the subject matter, basis or effect of
this Annex Agreement, other than those specifically stated in this written Annex
Agreement.

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    17.         This
Annex Agreement shall be binding upon the parties to this Annex Agreement and
upon their heirs, administrators, representatives, executors and
assigns.  Employee expressly warrants that he and it have not
transferred to any person or entity any rights, causes of action or claims
released in this Annex Agreement.

     

    18.         This
Annex Agreement may be executed and delivered in multiple counterparts, each of
which shall be deemed an original, and all of which together shall constitute
one and the same instrument.  A facsimile or other copy of a signature
shall be deemed an original for purposes of this Annex Agreement.

     

    IN
WITNESS WHEREOF, the undersigned have executed this Agreement as a deed as of
the date first written above.

     

    
       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            	 
      	
                                                    MERRIMAN CURHAN FORD &
      CO.

                                                  	 
	 	 	 
	 
      	 
      	 
      	 
      	 
	 
      	
                                                    By:

                                                  	  
      	 
	 
      	 
      	
                                                    Name:

                                                  	  
      	 
	 
      	 
      	
                                                    Title:

                                                  	 
      	 
	 	 	 
	 	 	 
	 
      	
                                                    PETER
    COLEMAN

                                                  	 
	 	 	 
	 
      	  
      	 
	 
      	
                                                    Peter
    Coleman

                                                  	 


                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
 

       

       

       

       

       

    

    


    


    


    [Signature Page to Separation
Agreement and Release of All Claims]

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    ANNEX
B

    CONSULTING
AGREEMENT

    


    This
agreement (this “Consulting Agreement”) is entered into by and between Peter
Coleman (“Consultant”) and Merriman Capital, Inc. (the “Company”) as of
________________ in connection with, and in consideration of, the Separation
Agreement between the parties dated of even dated herewith.

     

    DUTIES

     

    Consultant
agrees to assist in the transition of his duties as Chief Financial Officer of
the Company to other employees, and to cooperate with the Company to make the
transition as seamless as possible, including offering advice and consultations
as needed, advice on financial structure, financing alternatives, compliance
with legal and regulatory requirements, accounting and reporting, assist in
locating and making available files and records, and to make yourself available
to support the Company’s business in any way which may be reasonably
requested.  The parties have reasonably anticipated and agreed that
this transition may require as much as 20 hours per week after the effectiveness
of this Consulting Agreement.  Consultant also agrees to cooperate in
the Company’s defense and prosecution of legal claims and other legal matters
and to make himself reasonably available to in-house and outside counsel as
needed.

     

    COMPENSATION

     

    As
compensation for his consulting services, Consultant will be paid for the period
starting on the week following the Separation Date and ending 12 months
thereafter.   The amount of the compensation (the “Rate of Pay”)
will be as follows:  (i) if the Company has consummated an equity
financing resulting in net proceeds to the Company of not less than $9 million
after September 20, 2010 (a “Qualified Financing”), the Rate of Pay shall be Two
Hundred Sixty Two Thousand Five Hundred and no/100 dollars ($262,500); if the
Company has not consummated a Qualified Financing after September 20, 2010, the
Rate of Pay shall be Three Hundred Fifty Thousand and no/100 dollars
($350,000).

     

    TERMS AND
CONDITIONS

     

    1.           Expenses.  The
Company shall not reimburse Consultant for any expenses incurred in the course
of performing services hereunder unless agreed to in writing by the Chief
Executive Officer in advance.  Other than as described in this
Consulting Agreement and the Separation Agreement, Consultant shall not
otherwise be paid for the collaboration, advice and assistance provided to the
Company (the “Services”).

     

    2.           Independent
Contractor.  Consultant’s relationship with the Company will be
that of an independent contractor and not that of an
employee.  Consultant will have no authority to enter into contracts
that bind the Company or create obligations on the part of the Company without
the prior written authorization of the Company.

     

    
      
         

      

      
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    3.           No
Employment Relationship.  Nothing in this Agreement shall
create any contract or relationship of employment between Consultant and the
Company or render Consultant an employee of the Company.  Consultant
shall be deemed an independent contractor and not an employee of the Company for
all purposes, including all federal, state and local laws pertaining to income
taxes, withholding taxes, Social Security, unemployment compensation, Workers’
Compensation or any other rights, benefits, or obligations relating to
employment.  Contractor specifically understands and agrees that it:
(i) shall not receive a salary or any of the health, welfare or other benefits
provided by the Company to its employees; (ii) is not entitled to submit any
claim for injury or illness either directly to the Company or under any workers’
compensation coverage maintained by the Company; and (iii) shall receive an IRS
Form 1099 from the Company, and it shall be Consultant’s sole responsibility to
report and to pay all applicable income taxes on all payments made to Consultant
by the Company, and the Company shall not withhold any
taxes.  Consultant shall not, at any time, represent to others that it
is, nor will it hold itself out to be, an employee of the
Company.  Consultant is not authorized to bind the Company or to incur
any obligation or liability on behalf of the Company.

     

    4.           Indemnification
and Hold Harmless.  Contractor agrees to indemnify and hold the
Company harmless against any and all claims, consequences or taxes, including
penalties, fines or assessments, if any, which may arise from or relate to
Contractor’s performance of the Services under this Agreement, and/or the
payments received under this Agreement.  This provision shall survive
the termination of this Agreement.

     

    5.           License.  Company
agrees to maintain supervision of Consultant for purposes of FINRA registrations
including Series 7, Series 24, Series 27 and Series 63 registrations and any
other FINRA registrations which Consultant may hold, until the end of the Term,
as defined below.

     

    6.           Term.  
The term of this consulting relationship shall begin on the date that is 30 days
following the Separation Date, or at such earlier time that the Company
determines in its sole discretion, and shall end 12 months thereafter (the
“Term”), subject to the terms and conditions below.

     

     (b)           In
the event that the Company terminates this Consulting Agreement, prior to both
the end of the Term and the Consultant obtaining an Alternate Arrangement, which
termination constitutes the Consultant’s involuntary Separation from Service, as
defined in Section 409A of the Internal Revenue Code of 1986, as amended
(“Separation from Service”), with the Company, then the Company shall pay to the
Consultant the balance of the compensation that would be payable to the
Consultant had he provided services to the Company under this Consulting
Agreement until the end of the Term (the “Consulting Agreement Termination
Payment”).  The Consulting Agreement Termination Payment shall
continue be made in a lump sum within 14 days after Consultant’s Separation from
Service.

     

    
      
         

      

      
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    (c)        
   If (i) the Consultant is a “specified employee” within the
meaning of Section 409A at the time of his Separation from Service, and (ii)
some or any portion of the amounts payable to the Consultant, if any, when
considered together with any other severance payments or separation benefits
which may be considered deferred compensation under Section 409A (together, the
“Deferred Compensation Separation Benefits”) would result in the imposition of
additional tax under Section 409A if paid to the Consultant on or within the
six-month period following the Separation from Service, then to the extent such
portion of the Deferred Compensation Separation Benefits resulting in the
imposition of additional tax would otherwise have been payable on or within the
first six months following the Separation from Service, it will instead become
payable on the first payroll date that occurs on or after the date six months
and one day following the Separation from Service (or such longer period as is
required to avoid the imposition of additional tax under Section 409A). All
subsequent Deferred Compensation Separation Benefits, if any, will be payable in
accordance with the payment schedule applicable to each payment or
benefit.

     

    (d)           Each
installment payment under this Consulting Agreement payable to the Consultant is
hereby designated as a separate payment and will not collectively be treated as
a single payment, as provided in Treasury Regulation section
1.409A-2(b)(2)(iii).

     

    7.           Nondisclosure
of Confidential Information.

     

    (a)           Agreement Not to
Disclose.  Consultant agrees not to use any Confidential
Information (as defined below) disclosed to Consultant by the Company for
Consultant’s own use or for any purpose other than to carry out discussions
concerning, and the undertaking of, the Services.  Consultant shall
not disclose or permit disclosure of any Confidential Information of the Company
to anyone other than the Company’s directors, officers, employees, and
agents.  Consultant agrees to take all reasonable measures to protect
the secrecy of and avoid disclosure or use of Confidential Information of the
Company in order to prevent it from falling into the public domain or the
possession of persons other than those persons authorized under this Agreement
to have any such information.  Consultant further agrees to notify the
Company in writing of any actual or suspected misuse, misappropriation or
unauthorized disclosure of the Company’s Confidential Information which may come
to Consultant’s attention.

     

    (b)           Definition of Confidential
Information.  “Confidential Information” means any material
non-public information (whether disclosed before or after the date of this
Agreement), including, but not limited to, information relating to business and
product or service plans, financial projections, customer lists, business
forecasts, sales and merchandising, human resources, technical data or know-how,
patents, patent applications, computer object or source code, research,
inventions, processes, designs, drawings, engineering, marketing or finance or
which information would, under the circumstances, appear to a reasonable person
to be confidential or proprietary.  Confidential Information does not
include information, technical data or know-how which: (i) is in the possession
of Consultant at the time of disclosure, as shown by Consultant’s files and
records immediately prior to the time of disclosure; or (ii) becomes part of the
public knowledge or literature, not as a direct or indirect result of any
improper inaction or action of Consultant.

     

    
      
         

      

      
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    (c)           Exceptions.  Notwithstanding
the above, Consultant shall not have liability to the Company or any of its
subsidiaries with regard to any Confidential Information of the Company which
Consultant can prove (i) is disclosed with the prior written approval of the
Company, or (ii) is disclosed pursuant to the order or requirement of a court,
administrative agency, or other governmental body; provided, however, that
Consultant shall provide prompt notice of such court order or requirement to the
Company to enable the Company or its appropriate subsidiary to seek a protective
order or otherwise prevent or restrict such disclosure.

     

    8.           Solicitation
of Employees.  I agree that for a period of twelve (12) months
immediately following the termination of my relationship with the Company for
any reason, whether with or without cause, I shall not directly or indirectly
solicit, induce, recruit, or encourage any of the Company's employees to leave
their employment, or take away such employees, or attempt to solicit, induce,
recruit, encourage, or take away employees of the Company, either for myself or
for any other person or entity.

     

    9.           Legal
Compliance.  The performance of the Services shall be, at all
times, in strict accordance with the law, and the reasonable and safe methods of
practices of Contractor’s profession and with all recognized professional ethics
and customs.  With respect to any workers or employees Contractor
engages, Contractor shall be solely and exclusively responsible for: (a) paying
all compensation, and for complying with all applicable tax payment and
withholding obligations; (b) complying with all applicable federal, state and
local labor and employment laws, including without limitation, the Fair Labor
Standards Act, the California Fair Employment and Housing Act, the California
Labor Code, Title VII of the Civil Rights Act of 1964, and the Immigration
Reform and Control Act; and (c) maintaining workers’ compensation and state
disability insurance to the extent required by law.

     

    10.         No
Duplication; Return of Materials.  Consultant agrees, except as
otherwise expressly authorized by the Company, not to make any copies or
duplicates of any of the Company’s Confidential Information.  Any
materials or documents that have been furnished by the Company to Consultant in
connection with the Services shall be promptly returned by Consultant to the
Company, accompanied by all copies of such documentation, within ten days after
receipt of a written request of the Company.

     

    11.         No Rights
Granted.  Nothing in this Agreement shall be construed as
granting any rights under any patent, copyright or other intellectual property
right of the Company, nor shall this Agreement grant Consultant any rights in or
to the Company’s Confidential Information, except the limited right to use the
Confidential Information in connection with the Services.

     

    12.         Disputes.  The
Company and Consultant agree that, in the event of any dispute regarding the
interpretation or enforcement of this agreement or any other dispute between the
Company and Consultant, that each of them will engage in a reasonable good faith
effort to resolve such dispute directly between the parties before resorting to
legal process or to outside attorneys.

     

    
      
         

      

      
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    13.         Miscellaneous.  Any
term of these Terms and Conditions may be amended or waived only with the
written consent of the parties.  The Consultant Agreement and these
Terms and Conditions constitute the sole agreement of the parties and supersede
all oral negotiations and prior writings with respect to the subject matter
hereof.  The validity, interpretation, construction and performance of
this Agreement shall be governed by the laws of the State of California, without
giving effect to the principles of conflict of laws.

     

    
       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            	 
      	
                                                    MERRIMAN CURHAN FORD &
      CO.

                                                  	 
	 	 	 
	 
      	 
      	 
      	 
      	 
	 
      	
                                                    By:

                                                  	  
      	 
	 
      	 
      	
                                                    Name:

                                                  	  
      	 
	 
      	 
      	
                                                    Title:

                                                  	 
      	 
	 	 	 
	 	 	 
	 
      	
                                                    PETER
    COLEMAN

                                                  	 
	 	 	 
	 
      	  
      	 
	 
      	
                                                    Peter
    Coleman

                                                  	 


                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      



    

     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

     

    


     

     [Signature Page to
Consulting Agreement]

     

    
      
         

      

      
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