MERRIMAN
CURHAN FORD GROUP, INC.

    600
California Street

     9th
Floor

    San
Francisco, CA 94108


    


    August
27, 2009

    


    


    Ron
Chez

    c/o Barry
Fischer

    Thompson
Coburn Fagel Haber

    55 E
Monroe Street

    37
Floor

    Chicago,
IL 60603

    


    Dear
Ron:

    


    On behalf
of Merriman Curhan Ford Group, Inc. (the “Company”), I am pleased to offer you a
position as Chairman of the Strategic Advisory Committee of the Board of
Directors (“Chairman”).

    


    The
Strategic Advisory Committee is to be established for the purposes of providing
input and advice on directing the Company’s growth, evaluating potential new
business opportunities and lines of business and similar matters of importance
to the Company as a whole.

    


    As
Chairman, you will be permitted to attend all meetings of the committees of the
Board of Directors of the Company and the Executive Committee and any other
committees of our broker-dealer subsidiary, Merriman Curhan Ford & Co.
(“MCFCO”) as you deem necessary or advisable for purposes of your position as
Chairman, receive all written materials provided to the members of such
committees in connection with such meetings, and be asked to report to the Board
of Directors regarding such meetings from time to time.  You will not
have a vote on matters voted on by the Executive Committee or on any committees
other than committees of the Board of Directors of the Company of which you are
a member, nor will you (i) have any supervisory responsibilities for any
employees of MCFCO, (ii) participate in the management of MCFCO, or (iii) be
actively engaged in the investment banking, broker dealer or other businesses
conducted by MCFCO; and the Company agrees not to request you to take on any
duties which would require you to engage in the activities listed in (i),(ii) or
(iii) above.  We anticipate that no more than 10 hours per month will
be required for these duties.  Upon written request of the Chief
Executive Officer of the Company, you may be asked to work more than 10 hours in
a given month from time to time.  Provided you consent in writing to
such requests, you will be compensated at the rate of $500 per hour for each
hour above 10 hours which you work in that month.

     

    You will
be granted warrants to purchase 25,000 shares of the Company’s Common Stock for
each month of service as Chairman (the “Warrants”).  Such Warrants
will have an exercise price of $0.65 per share and will have other terms and
conditions identical to those issued to you in connection with the Secured
Promissory Note in the amount of $500,000 issued to you by the Company on July
31, 2009. Such Warrants will be fully vested upon issuance.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Your
service as Chairman will be subject to the Company’s Chairman Terms and
Conditions attached hereto as Exhibit A (the “Terms”, and the Terms and this
letter collectively, the “Agreement”).  By signing below, you agree to
the Terms.

    


    On behalf of all of the Company’s
management, we are excited about you serving as Chairman of the Strategic
Advisory Committee and look
forward to your input and guidance.

    


    


    
      	 
      	
              Sincerely,

               

              Merriman
      Curhan Ford Group, Inc., a Delaware corporation

            
	 
      	 
      
	 
      	
               

              By:                                                                

              Jon Merriman,
  CEO

            


    

    


    I agree to and accept the Chairman
position and agree to be bound by this letter and the Terms.

     

    Date:
____________, 2009

    


    


    


    ______________________________

    


    Ron
Chez

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Exhibit
A

    


    CHAIRMAN
TERMS AND CONDITIONS

    


    1.           Expenses.  The Company shall
reimburse Chairman in accordance with the Company’s policies for reasonable
travel and related expenses incurred in the course of performing services
hereunder, provided, however, that appropriate documentation of such expenses
must be provided in accordance with such policies.  Other than as
described in the letter to which these Terms are attached, and such expense
reimbursement, Chairman shall not otherwise be paid for the collaboration,
advice and assistance provided to the Company in connection with services as
Chairman of the Strategic Advisory Committee (the “Services”).

     

    2.           Termination.  The term of the
Services (the “Term”) shall be for one year, and will be automatically be
renewed for additional one (1) year terms unless the Chairman or the Company
provides the other party written notice of its option not to extend the
agreement (which notice shall be provided at least ninety (90) days prior to
expiration of the Term. Notwithstanding the foregoing sentence, Chairman’s
Services may be terminated by either party for any reason upon ninety (90) days
written notice to the other party, provided, however, that should the Company
terminate the Services, it shall also grant to Chairman on or prior to the
termination date Warrants covering the period from the effective date of
termination until the last day of the Term.

     

    3.           Independent
Contractor.  Chairman’s
relationship with the Company will be that of a director and not that of an
employee.  Chairman 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.

     

    4.           Nondisclosure
of Confidential Information.

     

    (a)           Agreement Not to
Disclose.  Chairman agrees not to use any Confidential
Information (as defined below) disclosed to Chairman by the Company for
Chairman’s own use or for any purpose other than to carry out discussions
concerning, and the undertaking of, the Services.  Chairman 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.  Chairman 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.  Chairman 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 Chairman’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 already the possession of
Chairman at the time of disclosure to him by the Company, as shown by Chairman’s
files and records; or (ii) becomes part of the public knowledge or
literature, not as a direct or indirect result of any improper inaction or
action of Chairman.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (c)           Exceptions.  Notwithstanding
the above, Chairman shall not have liability to the Company or any of its
subsidiaries with regard to any Confidential Information of the Company which
Chairman 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
Chairman 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.

     

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

     

    6.           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 Chairman any rights in or to the Company’s Confidential Information,
except the limited right to use the Confidential Information in connection with
the Services.

     

    7.           Assignment
of Inventions.  To the extent
that, in the course of performing the Services, Chairman jointly or solely
conceives, develops, or reduces to practice any inventions, original works of
authorship, developments, concepts, know-how, improvements or trade secrets,
whether or not patentable or registrable under copyright or similar laws,
Chairman hereby agrees to assign all rights, titles and interest to such
inventions to the Company.

     

    8.           No
Conflicts.  Chairman
represents that Chairman’s compliance with the terms of this Agreement and
provision of Services hereunder will not violate any duty which Chairman may
have to any other person or entity (such as a present or former employer),
including obligations concerning providing services to others, confidentiality
of proprietary information and assignment of inventions, ideas, patents or
copyrights, and Chairman agrees that Chairman will not do anything in the
performance of Services hereunder that would violate any such
duty.  In addition, Chairman agrees that, during the term of this
Agreement, prior to performing any services for or otherwise participating in a
company developing or commercializing new services, methods or devices that may
be competitive with the Company, Chairman shall first notify the Company in
writing.  It is understood that in such event, the Company will review
whether Chairman’s activities are consistent with Chairman remaining Chairman of
the Strategic Advisory Committee.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    9.           Miscellaneous.  Any term of these
Terms may be amended or waived only with the written consent of the
parties.  The Agreement 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
Delaware, without giving effect to the principles of conflict of
laws.