FORM
      OF
      PLEDGE AGREEMENT

    


    dated
      as
      of September 30, 2007

    


    by
      and
      among

    


    THOMAS
      WEISEL PARTNERS GROUP, INC.,

    TWP
      HOLDINGS COMPANY (CANADA), ULC

    TWP
      ACQUISITION COMPANY (CANADA), INC.,

    


    and

    


    THE
      INDIVIDUAL NAMED HEREIN

     

    
      

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    PLEDGE
      AGREEMENT

    


    PLEDGE
      AGREEMENT,
      dated
      as of September 30, 2007 (this “Agreement”),
      by
      and among Thomas Weisel Partners Group, Inc., a Delaware corporation
      (“TWPG
      Inc.”),
      on
      its behalf and on behalf of its subsidiaries and affiliates (collectively with
      TWPG Inc., and its and their predecessors and successors, the “Firm”),
      TWP
      Holdings Company (Canada), ULC, an unlimited liability company organized under
      the laws of the Province of Nova Scotia and a wholly-owned subsidiary of Parent
      (“CallRightCo”),
      TWP
      Acquisition Company (Canada), Inc., a corporation organized under the Ontario
      Business Corporations Act and a wholly-owned subsidiary of CallRightCo
      (“Canadian
      Sub”,
      and
      together with TWPG Inc. and CallRightCo, the “TWPG
      Pledgees”)
      and
      the individual whose name appears at the end of this Agreement (“Pledgor”).

    


    RECITALS
      

    


    WHEREAS,
      in connection with Pledgor’s participation in the Arrangement Agreement (the
“Arrangement
      Agreement”),
      dated
      as of September 30, 2007, by and among TWPG Inc., Canadian Sub, Westwind Capital
      Corporation, a corporation
      organized under the Ontario Business Corporations Act and Lionel Conacher,
      as
      Shareholders’ Representative, Pledgor, along with other persons party thereto,
      and TWPG Inc. have entered into a Westwind Capital Corporation Shareholders’
Equity Agreement (the “Westwind
      Shareholders’ Equity Agreement”),
      dated
      as of the date hereof, in respect of, inter alia,
      Pledgor’s obligations (the “Obligations”)
      to
      keep information concerning the Firm confidential, not to engage in competitive
      activities, not to solicit the Firm’s clients or employees, and to cooperate
      with the Firm in maintaining certain relationships following the termination
      of
      Pledgor’s employment. In addition, Pledgor has agreed under the Westwind
      Shareholders’ Equity Agreement to certain provisions regarding arbitration,
      choice of law and choice of forum, injunctive relief and submission to
      jurisdiction with respect to the enforcement of the Obligations.

    


    WHEREAS,
      pursuant to the Westwind Shareholders’ Equity Agreement, Pledgor has agreed to
      pay a certain amount of liquidated damages (the “Liquidated Damages”),
      in
      the form of forfeiture of certain shares of the TWPG Common Stock and/or
      Exchangeable Shares (as defined below) received by Pledgor pursuant to the
      Arrangement Agreement, to TWPG Inc. in respect of any breach by Pledgor of
      certain of the Obligations set forth in the Westwind Shareholders’ Equity
      Agreement. As security for the timely payment of the Liquidated Damages, Pledgor
      has agreed to pledge to the Firm certain shares (the “Pledged
      Shares”)
      comprised of (i) shares of common stock, par value $0.01 per share, of TWPG
      Inc.
      (the “TWPG
      Common Stock”)
      and/or
      (ii) non-voting exchangeable shares in the capital stock of Canadian Sub (the
      “Exchangeable Shares”),
      or
      other collateral described below, all as set forth herein.


    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    


    WHEREAS,
      pursuant to, and subject to the limitations set forth in Article IX of, the
      Arrangement Agreement, Pledgor may be required to indemnify the Parent
      Indemnified Parties for certain Acquiror Losses (as defined in the Arrangement
      Agreement) (such Acquiror Losses for which Pledgor is required to indemnify
      the
      Parent Indemnified Parties under the Arrangement Agreement, the “Applicable
      Acquiror Losses”).

    


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

    


    ARTICLE
      I

    


    PLEDGE

    


    Section
      1.01 Pledged
      Securities.

    


    (a)
      Unless otherwise requested by Pledgor pursuant to the last sentence
      of Section
      1.01(b),
      as
      collateral security for the full and timely payment of Liquidated Damages and
      the satisfaction of claims in respect of Applicable Acquiror Losses under the
      Arrangement Agreement, Pledgor hereby delivers, deposits, pledges, transfers
      and
      assigns to TWPG Inc., in form transferable by delivery, and creates for the
      benefit of TWPG Inc. a perfected first priority security interest in, the
      Pledged Shares with a Fair Market Value (as defined in Section
      1.01(d))
      on the
      date hereof equal to the amount of the Liquidated Damages (and all certificates
      or other instruments or documents evidencing the Pledged Shares) and, except
      as
      set forth in Section
      1.02(a),
      all
      proceeds thereof (together with any securities or property to be delivered
      to
      TWPG Inc. pursuant to Section
      1.02(b)
      and,
      upon substitution or delivery in accordance with Section
      1.01(b),
      any
      Substitute Collateral (as defined in Section
      1.01(b)),
      the
“Pledged
      Securities”).
      Pledgor herewith delivers to TWPG Inc. appropriate undated security transfer
      powers duly executed in blank (or other documents deemed necessary or
      appropriate by TWPG Inc. to give TWPG Inc. control (as defined in the Uniform
      Commercial Code of the State of New York (the “UCC”)))
      (such transfer powers and other appropriate documents, the “Control
      Documents”)
      in
      respect of the Pledged Securities, and will deliver the Control Documents for
      all Pledged Securities to be pledged hereunder from time to time.

    


    (b)
      During the term of this Agreement, Pledgor may substitute for
      the
      Pledged Securities readily marketable direct obligations of the United States,
      any agency thereof, or any triple-A rated sovereign, shares of TWPG Common
      Stock, Exchangeable Shares or other collateral acceptable to the Board of
      Directors of TWPG Inc. in its reasonable discretion (collateral other than
      the
      Pledged Shares, the “Substitute Collateral”)
      with a
      Fair Market Value on the date of substitution equal to or greater than the
      Fair
      Market Value on such date of the Pledged Securities to be released in exchange
      therefor.
      Upon such substitution, the Pledged Securities replaced by such Substitute
      Collateral
      shall be released from the pledge hereunder. 


    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    


    (c) This
      Agreement shall not prohibit Pledgor from (i) disposing of the Pledged
      Securities if Pledgor is not prohibited from doing so by the terms of the
      Westwind Shareholders’ Equity Agreement, any other written agreement
with
      TWPG
      Inc. or the Firm, or any law or regulation or Firm policy (collectively, the
      “Restrictions”),
      or
      (ii) in the case of Pledged Shares that are Exchangeable Shares, exercising
      Pledgor’s rights to receive shares of TWPG Common Stock in exchange therefor;
provided,
      that
      such disposition or exchange shall be made expressly subject to all of TWPG
      Inc.’s rights hereunder, that the provisions of this Agreement shall (as
described
      in Section
      1.01(a))
      apply to
      all proceeds of such disposition or exchange, and that
      such
      disposition or exchange shall be permitted only if TWPG Inc., acting reasonably,
      shall have determined that such disposition or exchange will not result in
      the
      loss for any period by TWPG Inc. of the perfection of its first priority
      security interest in such proceeds or Pledgor has otherwise taken such steps
      as
      may be reasonably required by TWPG Inc. to ensure the continued perfection
      of
      the pledge hereunder; provided,
      further, that in the case of any disposition referred to in (i) above,
      the proceeds thereof are cash, the Substitute Collateral, Tender or Exchange
      Offer Consideration or a combination thereof, with an aggregate Fair Market
      Value on the date of such disposition equal to or greater than the Fair Market
      Value on such date of the Pledged Securities so disposed of. Pledgor shall
      give
      TWPG Inc. prior written notice of any proposed transaction under clause (i)
      of
      this Section
      1.01(c).
      For
      purposes of this Agreement, “Tender
      or Exchange Offer
      Consideration”
means
      the consideration issuable for the Pledged Securities pursuant to any tender
      or
      exchange offer in which Pledgor is not prohibited from participating by the
      Restrictions.

    


    (d) For
      purposes of this Agreement, the “Fair
      Market Value”
of
      any
      Pledged Security means, as of any date (1) in the case of a Pledged Security
      that is a share of TWPG Common Stock or an Exchangeable Share, the average
      of
      the daily closing prices for a share of TWPG Common Stock on the principal
      securities exchange or market on which the TWPG Common Stock is traded for
      the
      10 consecutive business days before the date in question (the “Average
      Closing Price”);
      provided,
      however,
      that in
      connection with any taking of ownership by TWPG Inc. of the Pledged Securities
      under Section
      1.03
      hereof,
      the Average Closing Price shall be determined as the average of the daily
      closing prices for a share of TWPG Common Stock on the principal securities
      exchange or market on which the TWPG Common Stock is traded for the 10
      consecutive business days before the date the Enforcement Notice (as hereafter
      defined) was given, and (2) otherwise, the fair market value thereof as
      determined in good faith by TWPG Inc. Any good faith determination by TWPG
      Inc.
      of the Fair Market Value of any Pledged Security will be binding on
      Pledgor.

    


    Section
      1.02 Administration
      of Security.
      The
      following provisions shall
      govern the administration of Pledged Securities:


    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

    


    (a) So
      long
      as no Payment Event (as defined below) has occurred and is continuing, Pledgor
      shall (i) (subject to any restrictions imposed under the Westwind Shareholders’
Equity Agreement) be entitled to vote Pledged Securities and to exercise all
      of
      Pledgor’s rights under the Westwind Shareholders’ Equity Agreement, the
      Arrangement Agreement and, if applicable, the Voting and Exchange Trust
      Agreement (as defined in the Arrangement Agreement), in respect of the Pledged
      Shares, (ii) to receive and retain all regular quarterly cash dividends and
      distributions and, except as set forth in Section
      1.02(b)
      below,
      other dividends and distributions thereon and to give consents, waivers and
      ratifications in respect thereof, and (iii) to exercise any retraction or other
      similar exchange rights in respect of any Pledged Shares that are Exchangeable
      Shares. As used herein, a “Payment
      Event”
shall
      mean (x) the failure by Pledgor to make any payment of the Liquidated Damages
      upon demand by TWPG Inc. therefor as provided in the Westwind Shareholders’
Equity Agreement (an “Equity
      Payment Event”)
      or (y)
      an Arrangement Indemnification Event (as defined in the Arrangement Agreement)
      (an “Indemnity
      Payment Event”).
      

    


    (b) If
      Pledgor becomes entitled to receive, or receives, any certificate representing
      the Pledged Securities (or other security that may succeed the Pledged
      Securities or, in the case of Exchangeable Shares, any shares of TWPG Common
      Stock received in respect of such Exchangeable Shares) in respect of any stock
      split, reverse stock split, spinoff, splitup, merger or other combination,
      exchange in connection with any reclassification, increase or reduction of
      capital, in each case, with respect to the Pledged Securities or, in the case
      of
      Pledged Securities that are Exchangeable Shares, in connection with any
      redemption, liquidation, call, retraction or similar event, Pledgor agrees
      to
      accept the same as TWPG Inc.’s agent and to hold the same in trust on behalf of
and
      for
      the benefit of TWPG Inc. and to deliver the same forthwith to TWPG Inc. in
      the
      exact form received, with the endorsement of Pledgor when deemed necessary
      or
      appropriate by TWPG Inc. of undated security transfer powers duly executed
      in
      blank, to be held by TWPG Inc., subject to the terms of this Agreement, as
      additional collateral security for the Liquidated Damages and Pledgor’s
      obligations in the event of an Arrangement Indemnification Event. 

    


    (c) Pledgor
      hereby agrees that TWPG Inc. is authorized to hold the Pledged Securities
      through one or more custodians. TWPG Inc. and its agents (and its and their
      assigns) shall have no obligation in respect of the Pledged Securities, except
      to hold and dispose of the same in accordance with the terms of this Agreement.
      In the event that Pledgor substitutes cash for the Pledged Securities as
      provided in Section
      1.01(b)
      or
1.01(c),
      TWPG
      Inc. shall determine in its sole discretion the manner in which such cash shall
      be invested during the term of this Agreement.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    
      (d)
        Pledgor agrees with TWPG Inc. that until the release of the Pledged Securities
        from the pledge hereunder in accordance with Section 1.02(e): (i) Pledgor
        will
        not, and will not purport to, grant or suffer liens or encumbrances against
        (excluding for such purpose the Westwind Shareholders’ Equity Agreement),
        or except as provided in Section
        1.01(c),
        sell,
        transfer or dispose of, any Pledged Securities other than to or in favor
        of TWPG
        Inc.; (ii) TWPG Inc. is authorized, at any time and from time to time, to
        file
        financing statements and give notice to third parties regarding the Pledged
        Securities without Pledgor’s signature to the extent permitted by applicable law
        and, upon the occurrence of a Payment Event, (x) to transfer all or any part
        of
        the Pledged Securities to the applicable TWPG Pledgee’s name or that of their
        respective nominees, and, (y) subject to the provisions of Section
        1.02(a),
        exercise all rights as if the absolute owner thereof; and (iii) Pledgor has
        provided TWPG Inc. with Pledgor’s true legal name and principal residence, and
        Pledgor will not change Pledgor’s name without 30 days’ prior written notice to
        TWPG Inc.

    

    


    (e)
      Subject
      to the earlier disposition and application of the Pledged Securities pursuant
      to
      this Agreement following a Payment Event, the Pledged Securities shall be
      released from the pledge hereunder, and the lien hereby created in such Pledged
      Securities shall simultaneously be released, upon the earliest to occur of
      (i)
      Pledgor’s death, (ii) the expiration of the applicable Post-Termination
      Non-Compete and Non-Solicit Period (as defined in the Westwind Shareholders’
Equity Agreement), (iii) payment in cash or other satisfaction by Pledgor of
      all
      Liquidated Damages, or (iv) February 7, 2011, and all remaining Pledged
      Securities shall be thereupon released from the pledge hereunder and this
      Agreement shall terminate. Notwithstanding the foregoing, (i) no Pledged
      Securities shall be released from the pledge hereunder until the General
      Termination Date (as defined in the Arrangement Agreement) and (ii) no Pledged
      Securities shall be released from the pledge hereunder pursuant to this
Section
      1.02(e),
      if
      there are one or more pending disputes between Pledgor (or the Shareholders’
Representative) and TWPG Inc. as to the occurrence of a Payment Event or as
      to
      the right of TWPG Inc. or the Firm to exercise its remedies against Pledgor
      under this Agreement, the Westwind Shareholders’ Equity Agreement or
Article
      IX
      of the
      Arrangement Agreement, including realization against the Pledged Securities
      in
      accordance with Section
      1.03
      hereof,
      and this Agreement shall not terminate until the resolution of all such
      disputes. 

    


    (f)
      TWPG
      Inc.
      shall immediately upon request by Pledgor execute
      and deliver to Pledgor such instruments, deeds, transfers, assurances and
      agreements, in form and substance as Pledgor shall reasonably request, including
      the withdrawal or termination of any financing statements and amendments
      thereto, or the filing, withdrawal, termination or amendment of any other
      document required under applicable law to evidence the termination of the
      security interest created hereunder with respect to any securities that are
      released from the pledge hereunder in accordance with the provisions of this
      Agreement.

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    Section
      1.03 Remedies
      in Case of a Payment Event.
      If a
      Payment Event has occurred and is continuing, TWPG Inc. shall have the rights
      and remedies of a secured party under Article 9 of the UCC. To the extent
      required and permitted by applicable law, TWPG Inc. will give Pledgor notice
      of
      the time and place of any public sale
      or
      of the time after which any private sale or other disposition of the Pledged
      Securities is to be made, by sending notice at least three days before the
      time
      of sale or disposition,
      which Pledgor hereby agrees is reasonable. TWPG Inc. need not give such
notice
      if
      not required by the UCC. Pledgor acknowledges the possibility that the public
      sale of some or all Pledged Securities by a TWPG Pledgee may not be made without
      a then existing and effective registration statement under the Securities Act
      of
      1933, as amended. Pledgor acknowledges and agrees with the TWPG Pledgees that
      this Agreement does not impose an affirmative obligation on the TWPG Pledgees
      to
      prepare or keep effective any such registration statement and agrees that at
      any
      private sale the Pledged Securities may be sold at a price that is less than
      the
      price which might have been obtained at a public sale or that is less than
      the
      aggregate outstanding amount of the Liquidated Damages or Applicable Acquiror
      Losses. For so long as the Pledged Securities consist of securities of a type
      customarily sold in a recognized market or which are the subject of widely
      distributed standard price quotations, TWPG Inc. may, as its remedy hereunder
      upon the occurrence of an Equity Payment Event and TWPG Inc., CallRightCo or
      Canadian Sub, as the case may be, as its remedy hereunder upon the occurrence
      of
      an Indemnity Payment Event, take ownership of such number of the Pledged
      Securities as are necessary (based upon the Fair Market Value thereof) to
      satisfy the then unpaid portion of the Liquidated Damages or Applicable Acquiror
      Losses (without payment of any cash consideration) by giving written notice
      to
      Pledgor (the “Enforcement
      Notice”),
      it
      being understood
      that in
      the case of an Indemnity Payment Event, (x) to the extent such Pledged
      Securities constitute TWPG Common Stock, TWPG Inc. shall take ownership of
      the
      applicable number of Pledged Securities, (y) to the extent such Pledged
      Securities constitute Exchangeable Shares, CallRightCo shall take ownership
      of
      the applicable number of Pledged Securities and (z) to the extent such Pledged
      Securities constitute cash or other property, Canadian Sub shall take ownership
      of the applicable number or amount of such Pledged Securities. Effective upon
      the giving of the Enforcement Notice, and without further action on the part
      of
      the parties to this Agreement, the applicable TWPG Pledgee shall be deemed
      to
      have (1) taken ownership and disposed of the lesser of (A) all Pledged
      Securities or (B) such whole number of the Pledged Securities as has a Fair
      Market Value at least equal to the then unpaid Liquidated Damages or Applicable
      Acquiror Losses, as the case may be; and (2) received proceeds in the amount
      of
      the Fair Market Value of such Pledged Securities and applied such proceeds
      to
      the payment of any then unpaid Liquidated Damages or Applicable Acquiror Losses,
      as the case may be. Any excess net proceeds from the deemed sale of such Pledged
      Securities will continue to be held as the Pledged Securities under this
      Agreement until returned in accordance with Section
      1.02(e).
      Subject
      to Article IX of the Arrangement Agreement and Section 3.08 of the Westwind
      Shareholders’ Equity Agreement, nothing in this Agreement, however, shall
      require the Firm to take ownership of the Pledged Securities in accordance
      with
      this Section
      1.03
      in order
      to satisfy Pledgor’s obligation to pay the Liquidated Damages or Applicable
      Acquiror Losses, as the case may be. For greater certainty, any sale or other
      disposition of Pledged Securities by TWPG Inc. in the event of an Equity Payment
      Event permitted under this Section
      1.03
      may
      include a sale or other disposition of such Pledged Securities to
      CallRightCo at a price that is equal to the Fair Market Value of such Pledged
      Securities at the time of such sale or other disposition. At any time Pledged
      Securities consisting of Exchangeable Shares or any other property that is
      “taxable Canadian property” that is not “excluded property” (each within the
      meaning assigned by the Income
      Tax Act (Canada))
      are sold
      or otherwise disposed of under the terms of any provision of this Agreement
      at a
      time when the Pledgor is a non-resident of Canada for Canadian income tax
      purposes the Pledgor must provide to the applicable TWPG Pledgee a certificate
      issued under subsection 116(2) or 116(4) of the Income
      Tax Act (Canada).
      Pledgor
      acknowledges and covenants that Pledgor will comply with the provisions of
      section 116 of the Income
      Tax Act (Canada) and
      will
      indemnify the applicable TWPG Pledgee for any and all liability arising from
      the
      timely compliance by the applicable TWPG Pledgee with its obligations under
      section 116 of the Income
      Tax Act (Canada),
      provided that the applicable TWPG Pledgee has provided to such non-resident
      Pledgor notice of such disposition of Exchangeable Shares or any other property
      that is a “taxable Canadian property” that is not an “excluded property” to the
      applicable TWPG Pledgee not later than 5 days after the date of such
      disposition. 

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    Section
      1.04 Pledgor’s
      Obligations Not Affected.
      Except
      as provided in Section
      2.06,
      the
      obligations of Pledgor under this Agreement shall remain in full force and
      effect without regard to, and shall not be impaired or affected by (a) any
      subordination, amendment or modification of or addition or supplement to this
      Agreement, the Westwind Shareholders’ Equity Agreement, the Arrangement
      Agreement or any assignment or transfer thereof; (b) any waiver, consent,
      extension, indulgence or other action or inaction in respect of this Agreement,
      the Westwind Shareholders’ Equity Agreement, the Arrangement Agreement or any
      assignment or transfer of any thereof; (c) any bankruptcy, insolvency,
      reorganization, arrangement, readjustment, composition, liquidation or the
      like,
      of a TWPG Pledgee, whether or not Pledgor shall have notice or knowledge of
      any
      of the foregoing; or (d) any substitution of collateral pursuant to Sections
      1.01(b)
      or
1.01(c).
      No
      failure or delay by a TWPG Pledgee in taking any action or exercising any right,
      remedy, power or privilege under or in respect of this Agreement, the Westwind
      Shareholders Equity Agreement or the Arrangement Agreement will operate as
      a
      waiver thereof, nor will any single or partial exercise thereof preclude any
      other or further exercise thereof or the exercise of any other right, remedy,
      power or privilege. 

    


    ARTICLE
      II

    


    GENERAL

    


    Section
      2.01 Attorneys-in-Fact.
      Each of
      TWPG Inc. (in the case of an Equity Payment Event or Indemnity Payment Event
      to
      the extent the applicable Pledged Securities constitute TWPG Common Stock),
      CallRightCo (in the case of an Indemnity Payment
      Event to the extent the applicable Pledged Securities constitute Exchangeable
      Shares)
      and Canadian Sub (in the case of an Indemnity Payment Event to the extent the
      applicable Pledged Securities constitute cash or other property (other than
      TWPG
      Common Stock or Exchangeable Shares), the Chief Administrative Officer of TWPG
      Inc. and the General Counsel of TWPG Inc. from time to time, following the
      occurrence of a Payment Event acting separately, are hereby appointed the
      attorneys-in-fact of Pledgor for the purpose of carrying out the provisions
      of
      this Agreement and taking any action and executing any instrument that the
      applicable TWPG Pledgee reasonably may deem necessary or advisable to accomplish
      the purposes hereof, which appointments as attorneys-in-fact are irrevocable
      as
      ones coupled with an interest.

    


    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

    Section
      2.02 Termination.
      Upon
      the earliest to occur of the events set forth in Section
      1.02(e)
      hereof,
      this Agreement shall terminate and TWPG Inc. shall return to Pledgor the
      remaining Pledged Securities, except as otherwise provided in such Section.
      

    


    Section
      2.03 Notices.
      All
      notices or other communications required or permitted to be given hereunder
      shall be delivered as provided in the Westwind Shareholders’ Equity
      Agreement.

    


    Section
      2.04 No
      Third Party Beneficiaries.
      Except
      as expressly provided herein, this Agreement shall not confer on any person
      other than the Firm and Pledgor any rights or remedies hereunder.

    


    Section
      2.05 Entire
      Agreement.
      This
      Agreement and the other Transaction Agreements (as defined in the Arrangement
      Agreement) contain the entire understanding and agreement of the Parties and
      supersede any other agreement, written or oral, pertaining to the subject matter
      hereof and thereof.

    


    Section
      2.06 Amendments;
      Assignments.
      This
      Agreement may not be amended or modified other than by a written agreement
      executed by Pledgor, TWPG Inc. or its successors, CallRightCo or its successors
      and Canadian Sub or its successors, nor may any provision hereof be waived
      other
      than by a writing executed by the party against whom the waiver is to be
      effective; provided,
      that
      any waiver, amendment or modification of any of the provisions of this Agreement
      will not be effective against the Firm without the written consent of the Chief
      Executive Officer of TWPG Inc. or its successors, or such individual’s designee.
      Pledgor may not, directly or indirectly (including by operation of law), assign
      Pledgor’s rights or obligations hereunder without the prior written consent of
      the Chief Executive Officer of TWPG Inc. or its successors, or such individual’s
      designee, and any such assignment by Pledgor in violation of this Agreement
      shall be void. This Agreement shall be binding upon Pledgor’s permitted
      successors and assigns. Without impairing Pledgor’s obligations hereunder, any
      TWPG Pledgee may at any time and from time to time assign their respective
      rights and obligations hereunder to any of their respective subsidiaries or
      affiliates (and have such rights
      and obligations reassigned to it or to any other subsidiary or affiliate).
      This
      Agreement shall be binding upon and inure to the benefit of the Firm and its
      assigns.


    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

    


    Section
      2.07 Severability.
      If any
      provision of this Agreement is finally held to be invalid, illegal or
      unenforceable (whether in whole or in part), such provision shall be deemed
      modified to the extent, but only to the extent, of such invalidity, illegality
      or unenforceability and the remaining provisions shall not be affected
      thereby.

    


    Section
      2.08 Governing
      Law.
      THIS
      AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
      THE
      STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS, AND SHALL
      BE SUBJECT TO THE PROVISIONS OF SECTION 3.09 OF THE WESTWIND SHAREHOLDERS’
EQUITY AGREEMENT.

    


    Section
      2.09 Captions.
      The
      captions in this Agreement are for convenience of reference only and shall
      not
      define or limit the provisions hereof.

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF,
      the
      parties hereto have caused this Agreement to be executed and delivered on the
      date first above written.


    


    
      	
              THOMAS
                WEISEL PARTNERS

            
	
              GROUP,
                INC.

            
	 
	
              By:

            	 
	 	
              Name:

            
	 	
              Title:

            
	 	 
	 	 
	 	Name
              of Pledgor:


    

     

    [Signature
      Page to Pledge Agreement]


    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

    


    
      	
              TWP
                ACQUISITION COMPANY

            
	
              (CANADA),
                INC.

            
	 	 
	
              By:

            	 
	 	
              Name:

            
	 	
              Title:

            
	 	 
	
              TWP
                HOLDINGS COMPANY

            
	
              (CANADA),
                INC.

            
	 
	
              By:

            	 
	 	
              Name:

            
	 	
              Title:

            


    

     

    [Signature
      Page to Pledge Agreement]

     

    
      
        
        

      

      
        -12-