SECURITY
AGREEMENT

     

    THIS SECURITY AGREEMENT dated
as of _______________, 2009 (“Security
Agreement”), is made by and among MERRIMAN CURHAN FORD GROUP,
INC., a Delaware corporation (the “Grantor”),
and the secured parties listed on the signature pages hereto (each, a “Secured
Party” and,
collectively, the “Secured
Parties”).

     

    RECITALS

     

    A.                 Each
Secured Party has agreed to make certain advances of money and to extend certain
financial accommodation to Grantor (collectively, the “Loans”) as
evidenced by those certain Secured Convertible Promissory Notes executed by
Grantor in favor of each Secured Party (each, a “Note” and, collectively, the
“Notes”)
issued under that certain Subscription Agreement, dated as of
____________________, 2009, by and among Grantor and the Secured Parties (the
“Subscription
Agreement”).

    


    B.                 The
Secured Parties are willing to make the Loans to Grantor, but only upon the
condition, among others, that Grantor shall have executed and delivered this
Security Agreement to the Secured Parties.

    


    C.                 The
Grantor’s obligations under the Notes are not guaranteed by the Grantor’s
Subsidiaries and the assets of the Grantor’s Subsidiaries are not subject to
this Security Agreement.

    AGREEMENT

     

    NOW, THEREFORE, in order to
induce the Secured Parties to make the Loans and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, and
intending to be legally bound, the Grantor hereby represents, warrants,
covenants and agrees as follows:

     

    1.                 DEFINED TERMS. When used in
this Security Agreement the following terms shall have the following meanings
(such meanings being equally applicable to both the singular and plural forms of
the terms defined):

    “Bankruptcy
Code” means
Title XI of the United States Code.

     

    “Collateral” shall
have the meaning assigned to such term in Section 2 of this Security
Agreement.

     

    “Contracts” means
all contracts (including any customer, vendor, supplier, service or maintenance
contract), leases, licenses, undertakings, purchase orders, permits, franchise
agreements or other agreements (other than any right evidenced by Chattel Paper,
Documents or Instruments), whether in written or electronic form, in or under
which a Grantor now holds or hereafter acquires any right, title or interest,
including, without limitation, with respect to an Account, any agreement
relating to the terms of payment or the terms of performance
thereof.

     

    
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    “Copyright
License” means any agreement,
whether in written or electronic form, in which a Grantor now holds or hereafter
acquires any interest, granting any right in or to any Copyright or Copyright
registration (whether a Grantor is the licensee or the licensor thereunder)
including, without limitation, licenses pursuant to which a Grantor has obtained
the exclusive right to use a copyright owned by a third party.

     

    “Copyrights” means all of the
following now owned or hereafter acquired or created (as a work for hire for the
benefit of a Grantor) by a Grantor or in which a Grantor now holds or hereafter
acquires or receives any right or interest, in whole or in part: (a) all
copyrights, whether registered or unregistered, held pursuant to the laws of the
United States, any State thereof or any other country; (b) registrations,
applications, recordings and proceedings in the United States Copyright Office
or in any similar office or agency of the United States, any State thereof or
any other country; (c) any continuations, renewals or extensions thereof; (d)
any registrations to be issued in any pending applications, and shall include
any right or interest in and to work protectable by any of the foregoing which
are presently or in the future owned, created or authorized (as a work for hire
for the benefit of a Grantor) or acquired by a Grantor, in whole or in part; (e)
prior versions of works covered by copyright and all works based upon, derived
from or incorporating such works; (f) income, royalties, damages, claims and
payments now and hereafter due and/or payable with respect to copyrights,
including, without limitation, damages, claims and recoveries for past, present
or future infringement; (g) rights to sue for past, present and future
infringements of any copyright; and (h) any other rights corresponding to any of
the foregoing rights throughout the world.

     

    “Event of
Default” means any “Event of
Default” as defined in the Notes.

     

    “Intellectual
Property” means any intellectual
property, in any medium, of any kind or nature whatsoever, now or hereafter
owned or acquired or received by a Grantor or in which a Grantor now holds or
hereafter acquires or receives any right or interest, and shall include, in any
event, any Copyright, Trademark, Patent, trade secret, customer list, internet
domain name (including any right related to the registration thereof),
proprietary or confidential information, mask work, source, object or other
programming code, invention (whether or not patented or patentable), technical
information, procedure, design, knowledge, know-how, software, data base, data,
skill, expertise, recipe, experience, process, model, drawing, material or
record.

     

    “License” means any Copyright
License, Patent License, Trademark License or other license of rights or
interests, whether in-bound or out-bound, whether in written or electronic form,
now or hereafter owned or acquired or received by a Grantor or in which a
Grantor now holds or hereafter acquires or receives any right or interest, and
shall include any renewals or extensions of any of the foregoing
thereof.

     

    “Lien” means any mortgage,
lien, deed of trust, charge, pledge, security interest or other
encumbrance.

     

    “Majority
Lenders” means any Secured Party
or group of Secured Parties holding greater than sixty percent (60%) of the
outstanding and unpaid principal under all Loans of all Secured
Parties.

     

    “Patent
License” means any agreement,
whether in written or electronic form, in which a Grantor now holds or hereafter
acquires any interest, granting any right with respect to any invention on which
a Patent is in existence (whether a Grantor is the licensee or the licensor
thereunder).

     

    
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    “Patents” means all of the
following in which a Grantor now holds or hereafter acquires any interest: (a)
all letters patent of the United States or any other country, all registrations
and recordings thereof and all applications for letters patent of the United
States or any other country, including, without limitation, registrations,
recordings and applications in the United States Patent and Trademark Office or
in any similar office or agency of the United States, any state thereof or any
other country; (b) all reissues, divisions, continuations, renewals,
continuations-in-part or extensions thereof; (c) all petty patents, divisionals
and patents of addition; (d) all patents to issue in any such applications; (e)
income, royalties, damages, claims and payments now and hereafter due and/or
payable with respect to patents, including, without limitation, damages, claims
and recoveries for past, present or future infringement; and (f) rights to sue
for past, present and future infringements of any patent.

     

     “Permitted
Lien” means: (a) any Liens
granted in settlement of litigation to litigants, former litigants or potential
litigants, to (i) proceeds of insurance litigation and the Fidelity insurance
policy; and (ii) any and all commercial tort claims held by Grantor, including,
but not limited to, insurance litigation and the Fidelity insurance policy; (b)
Liens for taxes, fees, assessments or other governmental charges or levies,
either not delinquent or being contested in good faith by appropriate
proceedings, provided the same have no priority over any of Secured Parties’
security interests; (c) Liens (i) upon or in any Equipment acquired or held by a
Grantor to secure the purchase price of such Equipment or indebtedness incurred
solely for the purpose of financing the acquisition of such Equipment or (ii)
existing on such Equipment at the time of its acquisition, provided that the
Lien is confined solely to the Equipment so acquired, improvements thereon and
the Proceeds of such Equipment; (d) leases or subleases and licenses or
sublicenses granted to others in the ordinary course of a Grantor’s business if
such are otherwise permitted under this Security Agreement and do not interfere
in any material respect with the business of such Grantor; (e) any right, title
or interest of a licensor under a license provided that such license or
sublicense does not prohibit the grant of the security interest granted
hereunder; (f) Liens arising from judgments, decrees or attachments; (g)
easements, reservations, rights-of-way, restrictions, minor defects or
irregularities in title and other similar Liens affecting real property not
interfering in any material respect with the ordinary conduct of the business of
a Grantor; (h) Liens in favor of customs and revenue authorities arising as a
matter of law to secure payment of customs duties in connection with the
importation of goods; (i) Liens arising solely by virtue of any statutory or
common law provision relating to banker’s liens, rights of setoff or similar
rights and remedies as to deposit accounts or other funds maintained with a
creditor depository institution; (j) Liens on equipment leased by a Grantor
pursuant to an operating lease in the ordinary course of such Grantor’s business
(including proceeds thereof and accessions thereto), all incurred solely for the
purpose of financing the lease of such equipment (including Liens arising from
UCC financing statements regarding such leases); and (k) any Lien approved in
advance in writing by the Majority Lenders.

     

    
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    “Pro
Rata” means, as to any
Secured Party at any time, the percentage equivalent at such time of such
Secured Party’s aggregate unpaid principal amount of Loans, divided by the
combined aggregate unpaid principal amount of all Loans of all Secured
Parties.

     

    “Secured
Obligations” means (a) the
obligation of a Grantor to repay each Secured Party all of the unpaid principal
amount of, and accrued interest on (including any interest that accrues after
the commencement of bankruptcy), such Secured Party’s Loans; (b) the obligation
of a Grantor to pay any fees, costs or expenses of the Secured Parties under the
Notes, the Subscription Agreement or this Security Agreement; and (c) all other
indebtedness, liabilities and obligations of a Grantor to each Secured Party,
whether now existing or hereafter incurred, and whether created under, arising
out of or in connection with any written agreement or otherwise.

     

    “Security
Agreement” means this Security
Agreement and all Schedules hereto, as the same may from time to time be
amended, modified, supplemented or restated.

     

    “Trademark
License” means any agreement,
whether in written or electronic form, in which a Grantor now holds or hereafter
acquires any interest, granting any right in and to any Trademark or Trademark
registration (whether a Grantor is the licensee or the licensor
thereunder).

     

    “Trademarks” means any of the
following in which a Grantor now holds or hereafter acquires any interest: (a)
any trademarks, tradenames, corporate names, company names, business names,
trade styles, service marks, logos, other source or business identifiers, prints
and labels on which any of the foregoing have appeared or appear, designs and
general intangibles of like nature, now existing or hereafter adopted or
acquired, all registrations and recordings thereof and any applications in
connection therewith, including, without limitation, registrations, recordings
and applications in the United States Patent and Trademark Office or in any
similar office or agency of the United States, any State thereof or any other
country (collectively, the “Marks”);
(b) any reissues, extensions or renewals thereof; (c) the goodwill of the
business symbolized by or associated with the Marks; (d) income, royalties,
damages, claims and payments now and hereafter due and/or payable with respect
to the Marks, including, without limitation, damages, claims and recoveries for
past, present or future infringement; and (e) rights to sue for past, present
and future infringements of the Marks.

     

    “UCC” means the Uniform
Commercial Code as the same may from time to time be in effect in the State of
Delaware (and each reference in this Security Agreement to an Article thereof
(denoted as a Division of the UCC as adopted and in effect in the State of
Delaware) shall refer to that Article (or Division, as applicable) as from time
to time in effect; provided, however, in the event that,
by reason of mandatory provisions of law, any or all of the attachment,
perfection or priority of the Secured Parties’ security interest in any
Collateral is governed by the Uniform Commercial Code as in effect in a
jurisdiction other than the State of Delaware, the term “UCC” shall mean the Uniform
Commercial Code (including the Articles thereof) as in effect at such time in
such other jurisdiction for purposes of the provisions hereof relating to such
attachment, perfection or priority and for purposes of definitions related to
such provisions.

     

    
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    In
addition, the following terms shall be defined terms having the meaning set
forth for such terms in the UCC: “Account” (including health-care-insurance
receivables), “Account Debtor”, “Chattel Paper” (including tangible and
electronic chattel paper), “Commercial Tort Claims”, “Commodity Account”,
“Deposit Account”, “Documents”, “Equipment” (including all accessions and
additions thereto), “Fixtures”, “General Intangible” (including payment
intangibles and software), “Instrument”, “Inventory” (including all goods held
for sale or lease or to be furnished under a contract of service, and including
returns and repossessions), “Investment Property” (including securities and
securities entitlements), “Letter-of-Credit Right” (whether or not the letter of
credit is evidenced by a writing), “Payment Intangibles”, “Proceeds”,
“Promissory Notes”, “Securities Account”, and “Supporting Obligations”. Each of
the foregoing defined terms shall include all of such items now owned, or
hereafter acquired, by a Grantor.

     

    2.                 GRANT OF SECURITY INTEREST. As
collateral security for the full, prompt, complete and final payment and
performance when due (whether at stated maturity, by acceleration or otherwise)
of all the Secured Obligations and in order to induce the Secured Parties to
cause the Loans to be made, the Grantor hereby assigns, conveys, mortgages,
pledges, hypothecates and transfers to the Secured Parties, and hereby grants to
the Secured Parties, a security interest in all of such Grantor’s right, title
and interest in, to and under the following, whether now owned or hereafter
acquired, (all of which being collectively referred to herein as the “Collateral”):

     

    (a)    All
Accounts of Grantor;

     

    (b)    All
Chattel Paper of Grantor;

    


    (c)    All
Contracts of Grantor;

    


    (d)    All
Deposit Accounts of Grantor;

    


    (e)    All
Documents of Grantor;

    


    (f)     All
Equipment of Grantor;

    


    (g)    All
Fixtures of Grantor;

    


    (h)    All
General Intangibles of Grantor, including, without limitation, Payment
Intangibles, all Copyrights, Patents, Trademarks, Licenses, designs, drawings,
technical information, marketing plans, customer lists, trade secrets,
proprietary or confidential information, inventions (whether or not patentable),
procedures, know-how, models and data;

    (i)     All
Instruments of Grantor, including, without limitation, Promissory
Notes;

    (j)     All
Investment Property of Grantor;

    


    (k)   All
Letter-of Credit Rights of Grantor;

     

    
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    (l)     All
Supporting Obligations of Grantor;

    


    (m)   All
property of Grantor held by any Secured Party, or any other party for whom any
Secured Party is acting as agent hereunder, including, without limitation, all
property of every description now or hereafter in the possession or custody of
or in transit to any Secured Party or such other party for any purpose,
including, without limitation, safekeeping, collection or pledge, for the
account of Grantor, or as to which Grantor may have any right or
power;

    


    (n)    All
other goods and personal property of Grantor, wherever located, whether tangible
or intangible, and whether now owned or hereafter acquired, existing, leased or
consigned by or to Grantor; and

    


    (o)    To
the extent not otherwise included, all Proceeds of each of the foregoing and all
accessions to, substitutions and replacements for and rents, profits and
products of each of the foregoing.

    


    Notwithstanding
the foregoing provisions of this Section 2, the grant,
assignment and transfer of a security interest as provided herein shall not
extend to, and the term “Collateral” shall not include: (a)
any and all proceeds of insurance litigation and the Fidelity insurance policy;
(b) any and all commercial tort claims held by Issuer, including, but not
limited to, the insurance litigation and the Fidelity insurance policy, (c) “intent-to-use”
trademarks at all times prior to the first use thereof, whether by the actual
use thereof in commerce, the recording of a statement of use with the United
States Patent and Trademark Office or otherwise; (d) any Contract, Instrument or
Chattel Paper in which a Grantor has any right, title or interest if and to the
extent such Contract, Instrument or Chattel Paper includes a provision
containing a restriction on assignment such that the creation of a security
interest in the right, title or interest of such Grantor therein would be
prohibited and would, in and of itself, cause or result in a default thereunder
enabling another person party to such Contract, Instrument or Chattel Paper to
enforce any remedy with respect thereto; provided that the foregoing
exclusion shall not apply if (i) such prohibition has been waived or such other
person has otherwise consented to the creation hereunder of a security interest
in such Contract, Instrument or Chattel Paper or (ii) such prohibition would be
rendered ineffective pursuant to Sections 9-407(a) or 9-408(a) of the UCC, as
applicable and as then in effect in any relevant jurisdiction, or any other
applicable law (including the Bankruptcy Code) or principles of equity); provided further that
immediately upon the ineffectiveness, lapse or termination of any such
provision, the Collateral shall include, and the Grantor shall be deemed to have
granted a security interest in, all its rights, title and interests in and to
such Contract, Instrument or Chattel Paper as if such provision had never been
in effect; and provided
further that the foregoing exclusion
shall in no way be construed so as to limit, impair or otherwise affect any
Secured Party’s unconditional continuing security interest in and to all rights,
title and interests of the Grantor in or to any payment obligations or other
rights to receive monies due or to become due under any such Contract,
Instrument or Chattel Paper and in any such monies and other proceeds of such
Contract, Instrument or Chattel Paper; or (e) any Equipment subject to Permitted
Liens in cases where the secured party has prohibited additional
Liens.

     

    
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    3.                
RIGHTS OF SECURED PARTIES; COLLECTION OF ACCOUNTS.

    


    (a)    Notwithstanding
anything contained in this Security Agreement to the contrary, the Grantor
expressly agrees that it shall remain liable under each of its Contracts and
each of its Licenses to observe and perform all the conditions and obligations
to be observed and performed by it thereunder and that it shall perform all of
its duties and obligations thereunder, all in accordance with and pursuant to
the terms and provisions of each such Contract or License. No Secured Party
shall have any obligation or liability under any Contract or License by reason
of or arising out of this Security Agreement or the granting to the Secured
Parties of a lien therein or the receipt by any Secured Party of any payment
relating to any Contract or License pursuant hereto, nor shall any Secured Party
be required or obligated in any manner to perform or fulfill any of the
obligations of any Grantor under or pursuant to any Contract or License, or to
make any payment, or to make any inquiry as to the nature or the sufficiency of
any payment received by it or the sufficiency of any performance by any party
under any Contract or License, or to present or file any claim, or to take any
action to collect or enforce any performance or the payment of any amounts which
may have been assigned to it or to which it may be entitled at any
time.

     

    (b)    Each
Secured Party authorizes the Grantor to collect its Accounts, provided that such
collection is performed in a prudent and businesslike manner, and the Secured
Parties may, upon the occurrence and during the continuation of any Event of
Default, limit or terminate said authority at any time. Upon the occurrence and
during the continuance of any Event of Default, at the request of the Majority
Lenders, Grantor shall deliver all original and other documents evidencing and
relating to the performance of labor or service which created such Accounts,
including, without limitation, all original orders, invoices and shipping
receipts.

    


    (c)    Any
Secured Party may at any time, upon the occurrence and during the continuance of
any Event of Default and the written consent of the Majority Lenders, without
notifying Grantor of its intention to do so, notify Account Debtors of Grantor,
parties to the Contracts of Grantor, obligors in respect of Instruments of
Grantor and obligors in respect of Chattel Paper of Grantor that the Accounts
and the right, title and interest of Grantor in and under such Contracts,
Instruments and Chattel Paper have been assigned to the Secured Parties and that
payments shall be made directly to the Secured Parties. Upon the request of the
Majority Lenders, the Grantor shall so notify such Account Debtors, parties to
such Contracts, obligors in respect of such Instruments and obligors in respect
of such Chattel Paper. Upon the occurrence and during the continuance of any
Event of Default, any Secured Party may, in its name or in the name of other
Secured Parties, communicate with such Account Debtors, parties to such
Contracts, obligors in respect of such Instruments and obligors in respect of
such Chattel Paper to verify with such parties, to such Secured Party’s
satisfaction, the existence, amount and terms of any such Accounts, Contracts,
Instruments or Chattel Paper.

     

    
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    4.                 REPRESENTATIONS AND
WARRANTIES. Grantor hereby represents and warrants to the Secured Parties
that:

    


    (a)    Except
for the security interest granted to the Secured Parties under this Security
Agreement and Permitted Liens, Grantor is the sole legal and equitable owner of
each item of the Collateral in which it purports to grant a security interest
hereunder, having good and marketable title thereto, free and clear of any and
all Liens.

    


    (b)    No
effective security agreement, financing statement, equivalent security or lien
instrument or continuation statement covering all or any part of the Collateral
exists, except for Permitted Liens.

    


    (c)    This
Security Agreement creates a legal and valid security interest on and in all of
the Collateral in which Grantor now has rights and will create a legal and valid
security interest in the Collateral in which Grantor later acquires
rights.

    


    (d)    Grantor’s
taxpayer identification number is, and chief executive office, principal place
of business, and the place where Grantor maintains its records concerning the
Collateral are presently located at the address set forth on the signature page
hereof. If Grantor is a corporation, limited liability company, limited
partnership, corporate trust or other registered organization, the State (or if
not a state, the other jurisdiction) under whose law such registered
organization was organized is set forth on the signature page hereof. The
Collateral, other than Deposit Accounts, Securities Accounts, Commodity Accounts
and motor vehicles and other mobile goods of the type contemplated in Section
9103(3)(a) of the UCC, is presently located at such address and at such
additional addresses set forth on Schedule A attached
hereto.

    


    (e)    The
name and address of each depository institution at which Grantor maintains any
Deposit Account and the account number and account name of each such Deposit
Account is listed on Schedule B
attached hereto. The name and address of each securities intermediary or
commodity intermediary at which Grantor maintains any Securities Account or
Commodity Account and the account number and account name is listed on Schedule B attached hereto.
Grantor agrees to notify the Secured Parties from time to time within five (5)
business days after opening any additional Deposit Account, Securities Account
or Commodity Account, or closing or changing the account name or number on any
existing Deposit Account, Securities Account, or Commodity Account.

    


    (f)     None
of the Investment Property of Grantor has been transferred in violation of the
securities registration, securities disclosure or similar laws of any
jurisdiction to which such transfer may be subject.

     

    
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    (g)    All
Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks and
Trademark Licenses now owned, held or in which Grantor otherwise has any
interest are listed on Schedule
C attached hereto. Grantor shall amend Schedule C from time to time
within twenty (20) business days after the filing of any application for a
Patent, Trademark or Copyright or the issuance of any Patent or registration of
any Trademark or Copyright to reflect any additions to or deletions from this
list. Except as set forth on Schedule C, none of the
Patents, Trademarks or Copyrights has been licensed to any third
party.

    


    5.                 COVENANTS. The Grantor
covenants and agrees with the Secured Parties that from and after the date of
this Security Agreement and until the Secured Obligations have been performed
and paid in full:

    


    5.1.  Disposition of Collateral.
Subject to the next sentence of this Section 5.1, Grantor shall not
sell, lease, transfer or otherwise dispose of any of the Collateral, or attempt
or contract to do so, other than (a) the sale of Inventory; (b) the granting of
non-exclusive Licenses or exclusive Licenses if the grant of an exclusive
License is approved by the Board of the Directors of the Grantor; and (c) the
disposal of worn-out or obsolete Equipment, all in the ordinary course of
Grantor’s business.

    


    5.2.  Change of Jurisdiction of
Organization, Relocation of Business or Collateral. Grantor shall not
change its jurisdiction of organization, relocate its chief executive office,
principal place of business or its records, or allow the relocation of any
Collateral (except as allowed pursuant to Section 5.1 immediately above)
from such address(es) provided to the Secured Parties pursuant to Section 4(d) above without
thirty (30) days prior written notice to the Secured Parties.

    


    5.3.  Limitation on Liens on Collateral.
Grantor shall not, directly or indirectly, create, permit or suffer to
exist, and shall defend the Collateral and any other assets of Grantor of any
kind (including real property) against and take such other action as is
necessary to remove, any Lien on the Collateral or any other such property,
except (a) Permitted Liens and (b) the Lien granted to the Secured Parties under
this Security Agreement. Grantor shall use its commercially reasonable efforts
to further defend the right, title and interest of the Secured Parties in and to
any of Grantor’s rights under the Chattel Paper, Contracts, Documents, General
Intangibles, Instruments and Investment Property and to the Equipment and
Inventory and in and to the Proceeds thereof against the claims and demands of
all persons whomsoever.

    


    5.4.  Limitations on Modifications of
Accounts, Etc. Upon the occurrence and during the continuance of any
Event of Default, Grantor shall not, without the Majority Lenders’ prior written
consent which shall not be unreasonably withheld, grant any extension of the
time of payment of any of the Accounts, Chattel Paper, Instruments or amounts
due under any Contract or Document, compromise, compound or settle the same for
less than the full amount thereof, release, wholly or partly, any person liable
for the payment thereof, or allow any credit or discount whatsoever thereon
other than trade discounts and rebates granted in the ordinary course of
Grantor’s business.

     

    
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    5.5.  Insurance. Grantor shall
maintain reasonable insurance policies insuring the Collateral against loss or
damage from such risks and in such amounts and forms and with such companies as
are customarily maintained by businesses similar to Grantor.

    


    5.6.  Taxes, Assessments, Etc.
Grantor shall pay promptly when due all property and other taxes,
assessments and government charges or levies imposed upon, and all claims
(including claims for labor, materials and supplies) against, the Equipment,
Fixtures or Inventory, except to the extent the validity thereof is being
contested in good faith and adequate reserves are being maintained in connection
therewith.

    


    5.7.  Maintenance of Records.
Grantor shall keep and maintain at its own cost and expense reasonably
satisfactory and complete records of the Collateral. Grantor shall not create
any Chattel Paper without placing a legend on the Chattel Paper acceptable to
the Majority Lenders indicating that the Secured Parties have a security
interest in the Chattel Paper.

    


    5.8.  Registration of Intellectual Property
Rights. Grantor shall promptly register or cause to be registered (to the
extent not already registered) the most recent version of any Copyright and any
Copyright License and any Patent, Patent License, Trademark or Trademark
License, which, individually or in the aggregate, is material to the conduct of
Grantor’s business, with the United States Copyright Office or Patent and
Trademark Office or similar offices in overseas jurisdictions, as applicable,
including, without limitation, in all such cases, the filing of applications for
renewal, affidavits of use, affidavits of noncontestability and opposition and
interference and cancellation proceedings. Grantor shall register or cause to be
registered with the United States Copyright Office or Patent and Trademark
Office or similar offices in overseas jurisdictions, as applicable, those
additional rights and interests developed or acquired by Grantor after the date
of this Security Agreement, including, without limitation, any additions to the
rights and interests of Grantor listed on Schedule C hereto, prior to
the sale nr licensing of any product containing such rights and
interests.

    


    5.9.  Notification Regarding Changes in
Intellectual Property. Grantor shall:

    


    (a)    promptly
advise the Secured Parties of any subsequent ownership right or interest of the
Grantor in or to any Copyright, Patent, Trademark or License not specified on
Schedule C hereto and
shall permit the Secured Parties to amend such Schedule, as necessary, to
reflect any addition or deletion to such ownership rights; and

    


    (b)    promptly
give Secured Parties written notice of any applications or registrations of
intellectual property rights filed with the United States Patent and Trademark
Office and the United States Copyright Office or similar offices in overseas
jurisdictions, including the date of such filing and the registration or
application numbers, if any.

     

    
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    5.10.  Defense of
Intellectual Property. Grantor shall (a) use its commercially reasonable
efforts to protect, defend and maintain the validity and enforceability of the
Copyrights, Patents and Trademarks, (b) use its commercially reasonable efforts
to detect infringements of the Copyrights, Patents and Trademarks and promptly
advise the Secured Parties in writing of material infringements detected and (c)
not allow any Copyrights, Patents or Trademarks to be abandoned, forfeited or
dedicated to the public without the written consent of the Majority Lenders
unless reasonable business practice would determine that any such abandonment is
appropriate.

    


    5.11. Further Assurances; Pledge of
Instruments. At any time and from time to time, upon the written request
of the Majority Lenders, and at the sole expense of Grantor, Grantor shall
promptly and duly execute and deliver any and all financing statements, fixture
filings, security agreements, pledges, assignments, endorsements of certificates
of title, mortgages, deeds of trust, opinions of counsel, and all other
documents (collectively, the “Additional
Documents”) and take such further action as the Majority Lenders may
reasonably deem necessary or desirable to obtain the full benefits of this
Security Agreement, including, without limitation, (a) using its commercially
reasonable efforts to secure all consents and approvals necessary or appropriate
for the grant of a security interest to the Secured Parties in any Contract held
by Grantor or in which Grantor has any right or interest not heretofore
assigned; (b) executing, delivering and causing to be filed any financing or
continuation statements (including “in lieu” continuation statements) under the
UCC with respect to the security interests granted hereby; (c) filing or
cooperating with the Secured Parties in filing any forms or other documents
required to be recorded with the United States Patent and Trademark Office,
United States Copyright Office or similar offices in overseas jurisdictions, or
any actions, filings, recordings or registrations in any foreign jurisdiction or
under any international treaty, required to secure or protect the Secured
Parties’ interest in Grantor’s Collateral; (d) transferring Grantor’s Collateral
to the Secured Parties’ possession (only if a security interest in such
Collateral can be perfected by possession); (e) at any Secured Party’s
reasonable request, placing the interest of the Secured Parties as lienholder on
the certificate of title (or similar evidence of ownership) of any vehicle,
watercraft or other Equipment constituting Collateral owned by Grantor which is
covered by a certificate of title (or similar evidence of ownership); (f) at any
Secured Party’s reasonable request, executing and delivering or causing to be
delivered written notice to insurers of the Secured Parties’ security interest
in, or claim in or under, any policy of insurance (including unearned premiums);
and (g) at the Majority Lenders’ reasonable request, using its commercially
reasonable efforts to obtain acknowledgments from bailees having possession of
any Collateral and waivers of liens from landlords and mortgagees of any
location where any of the Collateral may from time to time be stored or located.
Any Secured Party may at any time and from time to time file Additional
Documents that describe the Collateral as all assets of Grantor or words of
similar effect. To the maximum extent permitted by law, any Additional Documents
may be signed by any Secured Party on behalf of Grantor and may be filed at any
time in any jurisdiction. Grantor also hereby authorizes any Secured Party to
file any such Additional Documents (including “in lieu” continuation statements)
without the signature of Grantor. If any amount payable under or in connection
with any of the Collateral is or shall become evidenced by any Instrument, such
Instrument, other than checks and notes received in the ordinary course of
business and any Instrument in the outstanding or stated amount of less than
twenty-five thousand dollars ($25,000), shall be duly endorsed in a manner
reasonably satisfactory to the Majority Lenders and delivered to the Secured
Parties promptly and in any event within five (5) business days of Grantor’s
receipt thereof.

     

    
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    6.                 RIGHTS AND REMEDIES UPON DEFAULT.
After any Event of Default shall have occurred and while such Event of
Default is continuing:

     

    (a)    Upon
the written consent of the Majority Lenders, the Secured Parties may exercise in
addition to all other rights and remedies granted to it under this Security
Agreement, the Notes and under any other instrument or agreement securing,
evidencing or relating to the Secured Obligations, all rights and remedies of a
secured party under the UCC. Without limiting the generality of the foregoing,
the Grantor expressly agrees that in any such event the Secured Parties, without
demand of performance or other demand, advertisement or notice of any kind
(except the notice specified below of time and place of public or private sale)
to or upon such Grantor or any other person (all and each of which demands,
advertisements and notices are hereby expressly waived to the maximum extent
permitted by the UCC and other applicable law), may (i) reclaim, take
possession, recover, store, maintain, finish, repair, prepare for sale or lease,
shop, advertise for sale or lease and sell or lease (in the manner provided
herein) the Collateral, and in connection with the liquidation of the Collateral
and collection of the accounts receivable pledged as Collateral, use any
Trademark, Copyright, or process used or owned by a Grantor and (ii) forthwith
collect, receive, appropriate and realize upon the Collateral, or any part
thereof, and may forthwith sell, lease, assign, give an option or options to
purchase or sell or otherwise dispose of and deliver said Collateral (or
contract to do so), or any part thereof, in one or more parcels at public or
private sale or sales, at any exchange or broker’s board or at any Secured
Party’s offices or elsewhere at such prices as they may deem best, for cash or
on credit or for future delivery without assumption of any credit risk. To the
extent the Grantor has the right to do so, the Grantor authorizes any Secured
Party, on the terms set forth in this Section 6 to enter the
premises where the Collateral is located during normal business hours, to take
possession of the Collateral, or any part of it, and to pay, purchase, contact,
or compromise any encumbrance, charge, or lien which, in the opinion of any
Secured Party, appears to be prior or superior to its security interest. Any
Secured Party shall have the right upon any such public sale or sales, and, to
the extent permitted by law, upon any such private sale or sales, to purchase
the whole or any part of said Collateral so sold, free of any right or equity of
redemption, which equity of redemption the Grantor hereby releases. The Grantor
further agrees, at the Majority Lenders’ request, to assemble its Collateral and
make it available to the Secured Parties at places which the Secured Parties
shall reasonably select, whether at Grantor’s premises or elsewhere. The Secured
Parties shall apply the net proceeds of any such collection, recovery, receipt,
appropriation, realization or sale as provided in Section 6(f) below and only
after so paying over such net proceeds and after the payment by the Secured
Parties of any other amount required by any provision of law, remit the surplus
from the Secured Parties’ account, if any, to Grantor. To the maximum extent
permitted by applicable law, the Grantor waives all claims, damages, and demands
against the Secured Parties arising out of the repossession, retention or sale
of the Collateral. The Grantor agrees that the Secured Parties need not give
more than ten (10) days’ notice of the time and place of any public sale or of
the time after which a private sale may take place and that such notice is
reasonable notification of such matters. The Grantor shall remain liable for any
deficiency if the proceeds of any sale or disposition of its Collateral are
insufficient to pay all amounts to which the Secured Parties are entitled from
Grantor, such Grantor also being liable for the attorney costs of any attorneys
employed by the Secured Parties to collect such deficiency.

     

    
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    (b)    As
to any Collateral constituting certificated securities or uncertificated
securities, if, at any time when the Secured Parties shall determine to exercise
their right to sell the whole or any part of such Collateral hereunder, such
Collateral or the part thereof to be sold shall not, for any reason whatsoever,
be effectively registered under Securities Act of 1933, as amended (as so
amended the “Act”), the
Secured Parties may, in their discretion (subject only to applicable
requirements of law), sell such Collateral or part thereof by private sale in
such manner and under such circumstances as the Secured Parties may deem
necessary or advisable, but subject to the other requirements of this Section 6(b), and shall not be
required to effect such registration or cause the same to be effected. Without
limiting the generality of the foregoing, in any such event the Secured Parties
may, in their discretion, (i) in accordance with applicable securities laws,
proceed to make such private sale notwithstanding that a registration statement
for the purpose of registering such Collateral or part thereof could be or shall
have been filed under the Act; (ii) approach and negotiate with a single
possible purchaser to effect such sale; and (iii) restrict such sale to a
purchaser who will represent and agree that such purchaser is purchasing for its
own account, for investment, and not with a view to the distribution or sale of
such Collateral or part thereof. In addition to a private sale as provided above
in this Section 6(b), if
any of such Collateral shall not be freely distributable to the public without
registration under the Act at the time of any proposed sale hereunder, then the
Secured Parties shall not be required to effect such registration or cause the
same to be effected but may, in their discretion (subject only to applicable
requirements of law), require that any sale hereunder (including a sale at
auction) be conducted subject to such restrictions as the Secured Parties may,
in their discretion, deem necessary or appropriate in order that such sale
(notwithstanding any failure so to register) may be effected in compliance with
the Bankruptcy Code and other laws affecting the enforcement of creditors’
rights and the Act and all applicable state securities laws.

     

    (c)    The
Grantor agrees that in any sale of any of such Collateral, whether at a
foreclosure sale or otherwise, the Secured Parties are hereby authorized to
comply with any limitation or restriction in connection with such sale as it may
be advised by counsel is necessary in order to avoid any violation of applicable
law (including compliance with such procedures as may restrict the number of
prospective bidders and purchasers, require that such prospective bidders and
purchasers have certain qualifications and restrict such prospective bidders and
purchasers to persons who will represent and agree that they are purchasing for
their own account for investment and not with a view to the distribution or
resale of such Collateral), or in order to obtain any required approval of the
sale or of the purchaser by any governmental authority, and the Grantor further
agrees that such compliance shall not result in such sale being considered or
deemed not to have been made in a commercially reasonable manner, nor shall the
Secured Parties be liable nor accountable to a Grantor for any discount allowed
by the reason of the fact that such Collateral is sold in compliance with any
such limitation or restriction.

     

    
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    (d)    The
Grantor also agrees to pay all fees, costs and expenses of the Secured Parties,
including, without limitation, reasonable attorneys’ fees, incurred in
connection with the enforcement of any of their rights and remedies
hereunder.

    


    (e)    The
Grantor hereby waives presentment, demand, protest or any notice (to the maximum
extent permitted by applicable law) of any kind in connection with this Security
Agreement or any Collateral.

    


    (f)     The
Proceeds of any sale, disposition or other realization upon all or any part of
the Collateral shall be distributed by the Secured Parties in the following
order of priorities:

     

    FIRST,
to each Secured Party in an amount sufficient to pay in full the reasonable
costs of such Secured Party in connection with such sale, disposition or other
realization, including all fees, costs, expenses, liabilities and advances
incurred or made by any Secured Party in connection therewith, including,
without limitation, reasonable attorneys’ fees;

     

    SECOND,
to the Secured Parties in amounts proportional to the Pro Rata share of the then
unpaid Secured Obligations of each Secured Party; and

     

    FINALLY,
upon payment in full of the Secured Obligations, to the Grantor or its
representatives, in accordance with the UCC or as a court of competent
jurisdiction may direct.

     

    (g)    The
costs of enforcing or pursuing any right or remedy hereunder, including without
limitation any repossession, sale, possession and management (including, without
limitation, reasonable attorneys’ fees), and distribution shall be borne Pro
Rata by the Secured Parties. Each Secured Party shall reimburse the other
Secured Parties, as applicable, for its Pro Rata share of all such costs
promptly upon demand.

    


    7.                 ACTIONS BY THE SECURED PARTIES AND
AMENDMENTS. All actions, omissions and decisions of the Secured Parties
hereunder or any amendment of this Security Agreement or any Note (each called
herein an “Act of the
Secured Parties”) shall be determined by and require the written consent
of the Majority Lenders. Each Secured Party shall take such actions and execute
such documents as may be necessary to confirm or accomplish any Act of the
Secured Parties. Notwithstanding the foregoing, the consent of each affected
Secured Party shall be necessary to do the following to any Note:

    


    (a)    reduce
the percentage of the principal and interest amount of Loans whose holders must
consent to constitute Majority Lenders’ consent;

    


    (b)    reduce
the rate of or change the time for payment of interest on any Loan;

     

    
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    (c)    reduce
the principal of or change the fixed maturity of any Loan;

    


    (d)    make
any change in the terms of any Note that adversely affects the right to convert
any Note or increases the conversion price of such Note (as described in such
Note); or

    


    (e)    make any Loan payable in money other
than that stated in the Subscription Agreements.

    


    8.                 UNEQUAL PAYMENT BY GRANTOR.
Each Secured Party agrees that if it shall obtain or receive, through the
exercise of any right granted to the Secured Parties under this Security
Agreement, the Notes or the Subscription Agreement or by applicable law,
including, but not limited to any right of set-off, any secured claim under
Section 506 of the Bankruptcy Code or any other security or interest, any
payment or payments greater than its Pro Rata share of all Loans, as measured
immediately prior to the receipt of such payment or payments, then (a) such
Secured Party shall promptly purchase at par (and shall be deemed to have
thereupon purchased) from other Secured Parties, a participation in the Loans of
such other Secured Parties, so that each Secured Party shall have received
payments in proportion to its Pro Rata share immediately prior to such
transactions and (b) such other adjustments shall be made from time to time as
shall be equitable to ensure that the Secured Parties share the benefits of such
payment on a Pro Rata basis. The term “Loan” as used in this paragraph shall
include accrued interest thereon.

    


    9.                 INDEMNITY. The Grantor agrees
to defend, indemnify and hold harmless the Secured Parties and their officers,
employees, and agents against (a) all obligations, demands, claims, and
liabilities claimed or asserted by any other party in connection with the
transactions contemplated by this Security Agreement and (b) all losses or
expenses in any way suffered, incurred, or paid by any Secured Party as a
primary and direct result of transactions between any Secured Party and any
Grantor, whether under this Security Agreement or otherwise (including without
limitation, reasonable attorneys fees and expenses), except for losses arising
from or out of such Secured Party’s negligence, bad faith or willful
misconduct.

    


    10.               REINSTATEMENT. This Security
Agreement shall remain in full force and effect and continue to be effective
should any petition be filed by or against any Grantor for liquidation or
reorganization, should any Grantor become insolvent or make an assignment for
the benefit of creditors or should a receiver or trustee be appointed for all or
any significant part of any Grantor’s property and assets, and shall continue to
be effective or be reinstated, as the case may be, if at any time payment and
performance of the Secured Obligations, or any part thereof, is, pursuant to
applicable law, rescinded or reduced in amount, or must otherwise be restored or
returned by any obligee of the Secured Obligations, whether as a “voidable
preference,” “fraudulent conveyance,” or otherwise, all as though such payment
or performance had not been made. In the event that any payment, or any part
thereof, is rescinded, reduced, restored or returned, the Secured Obligations
shall be reinstated and deemed reduced only by such amount paid and not so
rescinded, reduced, restored or returned.

     

    
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    11.               MISCELLANEOUS.

    


    11.1.          Waivers; Modifications. None
of the terms or provisions of this Security Agreement may be waived, altered,
modified or amended except by an instrument in writing, duly executed by the
Grantor and the Majority Lenders. Each Secured Party acknowledges that because
this Security Agreement may be amended with the consent of the Majority Lenders,
each Secured Party’s rights hereunder may be amended or waived without such
Secured Party’s consent.

    


    11.2.          Termination of this Security
Agreement. Subject to Section 10 hereof, this
Security Agreement shall terminate upon (i) the payment and performance in full
of the Secured Obligations or (ii) the conversion of the Notes in accordance
with their terms, whichever occurs first.

    


    11.3.          Successor and Assigns. This
Security Agreement and all obligations of Grantor hereunder shall be binding
upon the successors and assigns of Grantor, and shall, together with the rights
and remedies of the Secured Parties hereunder, inure to the benefit of the
Secured Parties, any future holder of any of the indebtedness and their
respective successors and assigns. No sales of participations, other sales,
assignments, transfers or other dispositions of any agreement governing or
instrument evidencing the Secured Obligations or any portion thereof or interest
therein shall in any manner affect the lien granted to the Secured Parties
hereunder.

    


    11.4.          Governing Law. In all
respects, including all matters of construction, validity and performance, this
Security Agreement and the Secured Obligations arising hereunder shall be
governed by, and construed and enforced in accordance with, the laws of the
State of Delaware applicable to contracts made and performed in such state,
without regard to the principles thereof regarding conflict of laws, except to
the extent that the UCC provides for the application of the law of a different
jurisdiction.

    


    11.5.          Counterparts. This Security
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instruments.

     

    [Signature
pages follow]

     

    
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    IN WITNESS WHEREOF, each of
the parties hereto has caused this Security Agreement to be executed and
delivered by its dilly authorized officer on the date first set forth
above.

    


    Grantor

    


    
      
        
          
            
              	
                      MERRIMAN CURHAN FORD
      GROUP,
      INC.

                    	 
      	
                      Address
      for Notice:

                    
	 
      	 
      	 
      	 
      
	 	 	 	      
                      600
      California Street, 9th Floor,

                    
	
                      By:

                    	
                       

                    	 
      	
                      San
      Francisco, California 94108

                    
	 
      	
                      Name:

                    	 
      	
                      Facsimile: (415)
      415-248-5690

                    
	 
      	
                       Title:

                    	 
      	
                      Attention: Chief Financial
      Officer

                    


            

          

        

      

    

    


    ACCEPTED
AND ACKNOWLEDGED BY

    


    
      	
              Name
      of Secured Party:
      ________________________________________________________________

            
	 
      
	
              Signature
      of Authorized Signatory of Secured Party:
      ___________________________________________

            
	 
      
	
              Name
      of Authorized Secured Party:
      ___________________________________________________________

            
	 
      
	
              Title
      of Authorized Secured Party:
      ____________________________________________________________

            
	 
      
	
              Email
      Address of Secured Party:
      _________________________________________________________

            
	 
      
	
              Facsimile
      Number of Secured Party:
      ________________________________________________________

            


    

     

    Address
for Notice of Secured Party:

     

    EIN
Number: _______________________

     

    [Signature
Page to the Security Agreement]

     

    
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    Schedule
A

     

    Location
of Collateral

     

    
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    Schedule
B

     

    Deposit,
Securities and Commodities Accounts

     

    
      
        	
                Name

              	 
      	
                Address

              	 
      	
                Account 

                Number

              	 
      	
                Account Name

              
	
                [Bank]

              	 
      	 
      	 
      	 
      	 
      	 
      
	
                [Bank]

              	 
      	 
      	 
      	 
      	 
      	 
      
	
                [Bank]

              	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      


      

    

     

    
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    Schedule
C

     

    Intellectual
Property

     

    Patents

     

    
      
        	
                Docket  

                No.

              	 
      	
                Application
       

                Date or

                First
 

                Claimed

              	 
      	
                U.S.  

                Patent No.

              	 
      	
                 Inventor(s)

              	 
      	
                 Title

              	 
      	
                 Issue
    Date

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      


      

    

     

    Trademarks

     

    
      
        	
                Trademark

              	 
      	
                Filing Date

              	 
      	
                Case No.

              	 
      	
                Registration No.

              	 
      	
                Renewal Date

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      


      

    

    


    Copyrights

     

    Licenses

     

    
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    Domain
Names

     

    
      
        	
                Website

              	 
      	
                Current 

                Owner

              	 
      	
                Domain

                Name 

                Registry

              	 
      	
                Status

              	 
      	
                Renewal

                Due 

                Date

              	 
      	
                Creation

                Date

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      


      

    

     

    
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