THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE SOLD OR
OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
SUCH REGISTRATION, AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
TO SUCH EFFECT, THE FORM AND SUBSTANCE OF WHICH IS ACCEPTABLE TO THE
ISSUER.

     

    
      	
              MERRIMAN
      CURHAN FORD GROUP, INC.

            
	 
      	 
      	 
      
	
              SECURED
      PROMISSORY NOTE

            
	 
      
	
              $500,000                           

            	 
      	
              July
      31, 2009

            
	 
      	 
      	 
      
	 
      	 
      	
              San
      Francisco, California

            


    

     

    FOR VALUE RECEIVED, and upon
and subject to the terms and conditions set forth herein, MERRIMAN CURHAN FORD
GROUP, INC., a
Delaware corporation (“Issuer”), hereby promises to
pay to the order of_____________________________________, (together with
its permitted successors and assigns, “Holder”), the principal sum of
FIVE HUNDRED THOUSAND UNITED STATED DOLLARS (U.S. $500,000) on the Maturity
Date, together with interest as provided herein. 

     

    1.           Maturity
Date.  This
Note will mature, and be due and payable in full, on the earlier of (i) July 31,
2012; or (ii) 5 days following the written demand of Holder given in accordance
with the provisions of Section 10 hereof.  “Maturity Date” shall mean
the earlier to occur of (i) or (ii) above.

     

    2.           Interest.  From and after the
date hereof, all outstanding principal of this Note will bear interest on the
outstanding principal balance at the rate of Nine Percent (9.00%) per annum.
Outstanding interest shall be paid on the Maturity Date.  Upon the
occurrence and during the continuance of any Event of Default (as hereinafter
defined) under this Note, all outstanding principal of this Note shall bear
interest at the rate of Fifteen Percent (15%) per annum. All accrued but unpaid
interest on this Note shall be payable on the Maturity Date or on such earlier
date as this Note shall be prepaid.

    


    3.           Guaranty.

    


    (a)  The
undersigned, D. Jonathan Merriman, an individual (“Merriman”), and Peter V.
Coleman, an individual (“Coleman”) (each of Merriman and Coleman a “Guarantor”
and collectively the “Guarantors”), each having a financial interest in Issuer,
and benefiting from any financial accommodations provided or credit extended by
Holder to Issuer, each hereby, jointly and severally, absolutely and
unconditionally personally guaranties the payment by Issuer to Holder of all
amounts due and owing now, and from time to time hereafter, from Issuer to
Holder evidenced by this Note (collectively, the “Liabilities”).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    (b)           Each
Guarantor further agrees that to the extent that Issuer makes a payment or
payments to Holder, which payment or payments, or any part thereof, are
subsequently invalidated, declared to be fraudulent or preferential, set aside
or required to be repaid to Issuer, their respective estates, trustees,
receivers or any other person or entity, then the Liabilities shall be
reinstated to the extent of and as of the date of such payment or
repayment.  Each Guarantor does hereby acknowledge that he or she may
have rights of indemnification, contribution, reimbursement or exoneration from
Issuer if either or both Guarantors assume or perform his or her obligations
under this Guaranty.  Each Guarantor understands the benefits of
having such rights.  These benefits include, but are not limited
to:  (i) a Guarantor’s right to the reimbursement from Issuer of all
money spent from the Guarantor’s performance of his obligations under this
guaranty, and (ii) a Guarantor’s right to succeed to any position held by Holder
after a Guarantor has fulfilled its obligations under this
Guaranty.  Each Guarantor, in further consideration of Holder
extending financial accommodations, however, knowingly and voluntarily waives
and relinquishes any right of indemnification, contribution, reimbursement, and
exoneration from Issuer which may arise, until such time as Holder has been
indefeasably paid in full with respect to the Liabilities  (it being
understood that, following such time, each Guarantor may exercise all rights it
may have against the Issuer with respect to payments under this
Guaranty) .

    


      (c)          This
Guaranty and the full and timely payment of the Liabilities shall be a
continuing, absolute and unconditional guaranty of payment and not of
collection, and the obligations of the Guarantors under this Guaranty may be
enforced directly against such Guarantor independently of and without proceeding
against Issuer or any other guarantor(s) or foreclosing any collateral pledged
to Holder.  Each Guarantor unconditionally and irrevocably waives each
and every defense which would otherwise impair, restrict, diminish, or affect
any of the Guarantors’ liabilities or obligations, or Holder’s rights or
remedies under this Guaranty, including, without limitation, set-off;
counterclaim; reduction of any obligation; or notice of acceptance, default,
dishonor, protest or presentment.  Without limiting the foregoing,
Holder shall have the exclusive right from time to time without impairing,
restricting, diminishing, or affecting any of the Guarantors’ liabilities or
obligations hereunder, and without notice of any kind to either Guarantor, to:
(i) provide additional extensions of credit and other financial accommodations
to Issuer; (ii) renew, extend, accelerate, modify, or otherwise change the terms
of any instrument, agreement, or document between Holder and Issuer; (iii)
accept partial payments on Issuer’s liabilities to Holder; (iv) take and hold
collateral or security to secure Issuer’s liabilities or obligations to Holder,
or take any other guaranty to the same; (v) in its sole discretion, apply any
such collateral or security, and direct the order or manner of sale thereof, and
the application of the proceeds thereof; and (vi) settle, release, compromise,
collect, or otherwise liquidate Issuer’s liabilities or obligations or exchange,
enforce, sell, lease, use, maintain, and release any collateral or security
therefor in any manner, without affecting or impairing any of the Guarantors’
liabilities or obligations hereunder.  Nothing contained in this
guaranty, except the full and timely payment of Issuer’s liabilities and
obligations to Holder, shall operate to discharge any of Guarantors’ liabilities
or obligations hereunder.

     

    
      
        
        

      

      
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    (d) Each
Guarantor agrees to pay all costs, expenses, and fees, including reasonable
attorneys’ fees, which may be incurred by Holder in enforcing this Guaranty or
otherwise protecting its rights.  This Guaranty shall be binding upon
each Guarantor, each Guarantor’s heirs, successors, assigns, and
representatives, and shall inure to the benefit of Holder, and each of its
successors, assigns, affiliates, and shareholders and may be assigned by Holder
without notice to the Guarantors.  No extension of time, failure to
exercise, and no delay in exercising, any right, power or privilege hereunder
shall operate as a waiver thereof.

     

    4.           Additional
Consideration; Warrants.  As
additional consideration to Holder, and a material inducement to Holder to loan
funds to the Issuer pursuant to this Note, and as consideration to the
Guarantors to guaranty this Note, Issuer agrees to issue warrants to purchase
Common Stock of the Company at an exercise price of $0.65 per share in the forms
attached hereto as Exhibit A (the ”Warrants”) in the following amounts: (i)
Warrants to purchase 1,162,791 shares of Common Stock to Holder; (ii) Warrants
to purchase 581,395 shares of Common Stock to Merriman; and (iii) Warrants to
purchase 581,395 shares of Common Stock to Coleman.

    


    5.        
  Cash
Prepayment. At
any time prior to repayment of this Note, the Issuer my elect to repay all or a
portion of the outstanding principal and any accrued interest on this Note in
cash without notice of prepayment.

    


    6.           No Rights
as a Shareholder.  This Note, as such, shall not entitle Holder to
any rights as a stockholder of Issuer.

      

    7.           Security. 
Repayment of this Note is secured by a security interest in substantially all
the assets of Issuer, other than (a) any
and all proceeds of insurance litigation and the Fidelity insurance policy; and
(b) any and all commercial tort claims held by Issuer, including, but not
limited to, the insurance litigation and the Fidelity
insurance,  pursuant to the security agreement attached hereto as
Exhibit B (the “Security Agreement”), together with any related collateral
assignments and such other necessary documents entered into by Issuer in favor
of Holder.  Issuer is also party to a security agreement (the “Prior
Security Agreement”) with holders of the notes issued pursuant to the
Subscription Agreement (the “Subscription Agreement”), by and among the Company
and the purchasers set forth on Schedule A thereto, dated June
1, 2009.  Issuer shall use commercially reasonable efforts to
secure the agreement of all parties to the Prior Security Agreement to
subordinate their security interest to Holder within 60 days of the date
hereof.

    


    8.      
   Transfer. 
Purchaser may transfer this Note in compliance with applicable U.S. federal and
state and/or foreign securities laws.

     

    
      
        
        

      

      
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    9.           Events of
Default.  If
there shall be any Event of Default hereunder, at the option and upon the
declaration of and upon written notice to Issuer (which declaration and notice
shall not be required in the case of an Event of Default under Section 9(c) or
9(d)), this Note shall accelerate and all principal and unpaid accrued interest
shall become due and payable. Subject to the provisions hereof, Holder shall
have all rights and may exercise any remedies available to it under law,
successively or concurrently.  The occurrence of any one or more of the
following shall constitute an Event of Default:

    


    (a)           Issuer
fails to pay (i) when due any principal payment on the due date hereunder or
(ii) any interest or other payment required under the terms of this Note on the
date due and any such payment described in (i) or (ii) above shall not have been
made within three (3) business days of Issuer's receipt of Holder's written
notice to Issuer of such failure to pay;

    


    (b)           Issuer
fails to perform any covenant under this Note in a timely manner after Issuer's
receipt of Holder's written notice to Issuer of such failure and a fifteen day
cure period; or any representation or warranty of Issuer hereunder shall be
inaccurate in any material respect when made;

    


    (c)           Issuer
(i) applies for or consents to the appointment of a receiver, trustee,
liquidator or custodian of itself or of all or a substantial part of its
property; (ii) is unable, or admits in writing its inability, to pay its debts
generally as they mature; (iii) makes a general assignment for the benefit of
its or any of its creditors; (iv) is dissolved or liquidated in full or in part;
(v) becomes insolvent (as such term may be defined or interpreted under any
applicable statute); (vi) commences a voluntary case or other proceeding seeking
liquidation, reorganization or other relief with respect to itself or its debts
under any bankruptcy, insolvency or other similar law now or hereafter in effect
or consents to any such relief or to the appointment of or taking possession of
its property by any official in an involuntary case or other proceeding
commenced against it; or (vii) takes any action for the purpose of effecting any
of the foregoing;

    


    (d)      
Proceedings for the appointment of a receiver, trustee, liquidator or custodian
of Issuer or of all or a substantial part of the property thereof, or an
involuntary case or other proceedings seeking liquidation, reorganization or
other relief with respect to Issuer or the debts thereof under any bankruptcy,
insolvency or other similar law or hereafter in effect are commenced and an
order for relief entered or such proceeding is not be dismissed or discharged
within thirty (30) days of commencement;

    


    (e)        Issuer
is in default under any indebtedness of Issuer in excess of One Hundred Thousand
Dollars ($100,000) (“Material Indebtedness”) or in the performance of or
compliance with any term of any evidence of any such indebtedness or of any
mortgage, indenture or other agreement relating thereto the effect of which is
to cause such indebtedness  to become due and payable before its stated
maturity or before its regularly scheduled dates of payment, and such default,
event or condition continues for more than the period of grace, if any,
specified therein and not waived pursuant thereto; provided, however, that for
purposes of this Section 9(e), indebtedness shall not include trade payables,
compensation to employees, officers or directors or other obligations arising in
the ordinary course of the business of the Issuer.

     

    
      
        
        

      

      
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    10.       
Notices. 
All notices, demands, requests, consents, approvals, and other communications
required or permitted hereunder shall be in writing and, unless otherwise
specified herein, shall be (i) personally served, (ii) deposited in the mail,
registered or certified, return receipt requested, postage prepaid, (iii)
delivered by reputable air courier service with charges prepaid, or (iv)
transmitted by hand delivery, telegram, or facsimile, addressed as set forth
below or to such other address as such party shall have specified most recently
by written notice. Any notice or other communication required or permitted to be
given hereunder shall be deemed effective (a) upon hand delivery or delivery by
facsimile, with accurate confirmation generated by the transmitting facsimile
machine, at the address or number designated below (if delivered on a business
day during normal business hours where such notice is to be received), or the
first business day following such delivery (if delivered other than on a
business day during normal business hours where such notice is to be received)
or (b) on the second business day following the date of mailing by express
courier service, fully prepaid, addressed to such address, or upon actual
receipt of such mailing, whichever shall first occur. The addresses for such
communications shall be: (i) if to the Issuer, to: Merriman Curhan Ford Group,
Inc., 600 California Street, 9th Floor, San Francisco, California 94108,
Attention: Chief Financial Officer, telecopier: (415) 415-248-5690, (ii) if to
the Holder to: the address and telecopier number indicated in the Company’s
records, as may be updated in accordance with the provisions
hereof.

     

    11.         Governing Law.  This
Note shall be governed by and construed in accordance with the laws of the State
of California without regard to principles of conflicts of laws. Any action
brought by either party against the other concerning the transactions
contemplated by this Note shall be brought only in the state courts of State of
California located in the city and county of San Francisco or in the federal
courts located in the city and county of San Francisco, California. The parties
and the individuals executing this Note and other agreements referred to herein
or delivered in connection herewith on behalf of the Company agree to submit to
the jurisdiction of such courts and waive trial by jury. The prevailing party
shall be entitled to recover from the other party its reasonable attorney’s fees
and costs. In the event that any provision of this Note or any other agreement
delivered in connection herewith is invalid or unenforceable under any
applicable statute or rule of law, then such provision shall be deemed
inoperative to the extent that it may conflict therewith and shall be deemed
modified to conform with such statute or rule of law. Any such provision which
may prove invalid or unenforceable under any law shall not affect the validity
or enforceability of any other provision of any agreement.

    


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     IN WITNESS WHEREOF, Issuer has
caused this Note to be duly executed by an authorized signatory as of the date
first written above.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              	 
      	
                                                                      MERRIMAN
      CURHAN FORD GROUP, INC.

                                                                    
	 
      	 
      	 
	 
      	 
      	 
	 
      	
                                                                      By:

                                                                    	 
	 
      	
                                                                      Name:

                                                                    	 
	 
      	Title:	
                                                                        
      

                                                                    
	 	 	 
	 	 	 
	 	
                                                                      GUARANTORS

                                                                    
	 	 
	 	
                                                                      MERRIMAN

                                                                    
	 	 
	 	 	 
      
	 	 	
                                                                      D.
      Jonathan Merriman

                                                                    
	 	 	 
	 	 	 
	 	COLEMAN
	 	 	 
	 	 	 
      
	 	 	
                                                                      Peter
      V.
Coleman

                                                                    


                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
    

    
 

    


    [Signature
page to Secured Promissory Note]

     

     

    
      
        
        

      

      
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