NOTE AND REVOLVING LOAN AGREEMENT

Exhibit 10.24

NOTE AND REVOLVING LOAN AGREEMENT

     THIS NOTE AND REVOLVING LOAN AGREEMENT (“Agreement”), is dated as of January 5, 2004 , is entered into between THOMAS WEISEL PARTNERS GROUP LLC , a Delaware limited liability company as further defined below (hereinafter called “Borrower”), whose principal place of business is at the address set forth in Section 1.6 hereinbelow, and FIRST REPUBLIC BANK as further defined below.

      FOR VALUE RECEIVED , Borrower promises to pay to the order of FIRST REPUBLIC BANK at its office at 101 Pine Street, San Francisco, California, or at such other place as the holder hereof may designate, in lawful money of the United States of America, the principal sum of TEN MILLION DOLLARS ($10,000,000.00) or so much thereof as may be advanced and be outstanding, with interest thereon. Advances shall be made as provided in Section 2.1 and 2.2 below. Interest shall accrue as provided in Section 2.3 below. Payments shall be due and payable as provided in Section 2.4 below. Section 2 also contains other terms and conditions of this Note.

     IN ADDITION THE PARTIES HERETO AGREE AS FOLLOWS:

1. DEFINITIONS . As used in this Agreement, the following terms shall have the following definitions:

     1.1 Accounting Terms . All accounting terms and computations shall be based upon generally accepted accounting principles consistently applied.

     1.2 Agreement . The term “this Agreement” means this Note and Revolving Loan Agreement, any concurrent or subsequent rider to this Note and Revolving Loan Agreement and any extensions, supplements, amendments or modifications to this Note and Revolving Loan Agreement and/or to any such rider.

     1.3 Approved Master Agreement Contract Parties . The term “Approved Master Agreement Contract Parties” shall mean any Master Agreement Contract Party which has been and remains approved by Bank in writing. For purposes of this Agreement, Bank to this date has approved the following entities as Master Agreement Contract Parties: Banc of America Securities; Bear, Stearns & Co . Inc.; Credit Suisse First Boston; Deutsche Banc Alex Brown; Donaldson, Lufkin & Jenrette; Goldman Sachs; Chase Hambrecht & Quist; Lehman Brothers; Merrill Lynch & Co.; Morgan Stanley; Salomon Smith Barney; and Stephens, Inc. Bank shall have the right to approve any additional parties as an Approved Master Agreement Contract Parties; said approval shall not be unreasonably withheld. Bank shall have the right to delete its any party as an Approved Master Agreement Contract Parties; said deletion shall be based upon Bank’s reasonable decision.

     1.4 Bank . The term “Bank” shall mean and refer to FIRST REPUBLIC BANK, a Nevada banking corporation, with a place of business located at 111 Pine Street, San Francisco, CA 94111.

     1.5 Bank Expenses . The term “Bank Expenses” means: all reasonable costs and expenses incurred by Bank in connection with this Agreement or any document executed in connection with this Agreement or the transactions contemplated hereby, including, without limitation, (i) all costs or expenses required to be paid by Borrower under this Agreement which are paid or advanced by Bank; (ii) all costs or expenses required to be paid by Borrower under the Security Agreement which are paid or advanced by Bank; (iii) all costs or expenses required to be paid by Broker-Dealer under the Broker-Dealer Security Agreement which are paid or advanced by Bank; (iv) taxes of every nature and kind of Borrower or Broker-Dealer paid by Bank; (v) reasonable filing, publication, search fees, auditor fees paid or incurred by Bank in connection with Bank’s transactions in connection with any Loan Document; (vi) all reasonable costs and expenses incurred by Bank in collecting or realizing upon the Collateral (with or without suit), to correct any default or enforce any provision of this Agreement, costs and expenses of suit incurred by Bank in enforcing or defending this Agreement or any portion hereof, costs and expenses incurred to enforce Bank’s Enforcement rights; and (vii) all reasonable attorneys’ fees and expenses incurred by Bank as set forth in Section 11.5 below in connection with this Agreement, with any other Loan Document, or with the Purchase Agreement.

     1.6 Bank’s Enforcement Rights . The term Bank’s Enforcement Rights still have the meaning set forth in Section 9.4 below.

     1.7 Borrower . The term “Borrower” shall mean and refer to the THOMAS WEISEL PARTNERS GROUP LLC, whose address is One Montgomery Street, Suite 3700, San Francisco, California 94104.

     1.8 Borrower’s Books . The term “Borrower’s Books” means all of Borrower’s and Broker-Dealer’s minute books; ledgers; books and records indicating, summarizing or evidencing Borrower’s and Broker-Dealer’s assets, liabilities, the Collateral, the Obligations, and all information relating thereto; and all computer programs, disc or tape files, printouts, runs, and other computer prepared information and the equipment containing such information.

     1.9 Broker-Dealer . The term “Broker-Dealer” shall mean and refer to Thomas Weisel Partners LLC whose address is One Montgomery Street, Suite 3700, San Francisco, California 94104.

     1.10 Broker-Dealer Security Agreement . The term “Broker Dealer Security Agreements shall mean and refer to that certain Security Agreement of even date herewith to be executed by Broker-Dealer to secure the obligation under this Agreement which is referred to in Section 3.1 below.

     1.11 Code . The term “the Code” means the California Uniform Commercial Code, as presently in force and effect and any replacements therefore as and when such replacements become effective; any and all terms used in this Agreement which are defined in the Code and not specifically defined herein shall be construed and defined in accordance with the meaning and definition ascribed to such terms under the Code.

     1.12 Collateral . The term “Collateral” means and includes:

     (i) all presently existing and hereafter arising accounts (as defined in the Code), accounts receivable, contract rights and other forms of obligations owing to Broker-Dealer arising out of the rendering of services (whether or not earned by performance) to, and any contracts with, any Master Agreement Contract Parties in connection with Broker-Dealer’s participation as co-manager in any underwritten offering (the aforementioned assets are referred to collectively as the “Accounts”). As such, Accounts will include without limitation all management fees, sales concessions and underwriting fees owed to Broker-Dealer and specified in the Underwriting and Corporate Fees Receivables Schedule to be provided to Bank from time to time pursuant to Section 5.1 of the Security Agreement;

     (ii) all present and future “general intangibles” Broker-Dealer as defined in the Code that are rights to payment that arise from any contracts with any Master Agreement Contract Parties in connection with Broker-Dealer’s participation as co-manager in any underwritten offering and which are not included within the definition of “Accounts” (the aforementioned assets are referred to collectively as the “General Intangibles”);

     (iii) all presently existing or hereafter arising assets of Broker-Dealer acquired by Borrower pursuant to the Purchase Agreement;

     (iv) the Purchase Agreement and rights and powers of Borrower thereunder;

     (v) the Operating Account;

     (vi) the Collateral Proceeds Account;

     (vii) all other assets of Borrower in which Bank hereafter receives a security interest to secure the obligations under this Agreement as evidenced in writing;

     (viii) the Proceeds of any of the foregoing; and

     (ix) all accounts owed by Bank to Borrower into which all or any portion of the Proceeds have been deposited.

     1.13 Collateral Proceeds Account . The term “Collateral Proceeds Account” shall have the meaning specified in Section 3.2 below.

     1.14 Designated Representative . The term “Designated Representative” shall mean any one of the following persons: the Chief Executive Officer of Borrower, the General Counsel of Borrower; the Chief Financial Officer of Borrower, or any person designated in writing by any of the foregoing persons as having the authority to request advances under this Agreement. Such person will remain a Designated Representative until such time as Bank receives actual notice that such person is no longer authorized to request advances under this Agreement.

     1.15 Eligible Receivables . The term “Eligible Receivables” shall mean the aggregate amount of the unpaid portion of the Accounts (net of all, if any, commissions, credits, rebates, holdbacks and similar adjustments):

          (a) which are owed as ''Management Fees” and/or as “Selling Commissions”; and

          (b) which are not owed as “Underwriting Fees”; and

          (c) which are not outstanding beyond the “Due Date” specified in the Underwriting and Corporate Finance Fees Receivables Schedules as defined in Section 5.1 of the Security Agreement; and

          (d) which are not outstanding more than one hundred and twenty (120) days from the “trade date” of the respective underwriting; and

          (e) which are not owed in connection with a transaction Broker-Dealer has incurred or will incur an underwriting loss in excess of one hundred fifty thousand dollars ($150,000); and

          (f) which are owed by any Approved Master Agreement Contract Party; and

          (g) which are not owed by any account debtors which are involved in or subject to any Insolvency Proceeding or which have made an assignment for the benefit of creditors or are not in good standing with the Securities and Exchange Commission; and

          (h) as to which the account debtor has not asserted any offset, defense, counterclaim or challenge; and

          (i) in which Bank has a valid perfected first priority security interest (However, absent the occurrence of an event of default hereunder, this condition shall not apply to those Accounts in which Bank does not have a valid perfected first priority security interest solely due to Bank’s inaction in perfecting its security interest in a timely manner after the lien was granted to Bank.); and

          (j) to which Bank does not have a reasonable objection.

Bank shall have the discretion to consider as an “Eligible Receivable” the unpaid portion of any other account of Borrower which does not meet the above conditions.

     1.16 Event of Default . The term “Event of Default” shall have the meaning set forth in Section 8 of this Agreement.

     1.17 Insolvency Proceeding . The term “Insolvency Proceeding” means any proceeding commenced by or against any person or entity, including Borrower or Broker-Dealer under any provision of the federal Bankruptcy Code, as amended, or under any other bankruptcy or insolvency law, including, but not limited to, assignments for the benefit of creditors, formal or informal moratoriums, compositions or extensions with some or all creditors.

     1.18 Judicial Officer or Assignee . The term “Judicial Officer or Assignee” means any trustee, receiver, controller, custodian, assignee for the benefit of creditors or any other person or entity having powers or duties like or similar to the powers and duties of a trustee, receiver, controller, or assignee for the benefit of creditors.

     1.19 Loan Documents . The term “Loan Documents” means this Agreement, the Security Agreement the Broker-Dealer Security Agreement and any other document executed in connection therewith and any amendment, modification or restatement thereof.

     1.20 Master Agreement Contract Parties . The term “Master Agreement Contract Parties” shall mean every party with whom Broker-Dealer has entered into Master Agreement Among Underwriters or a similar document (including, without limitation, Banc of America Securities; Bear, Stearns & Co. Inc.; Credit Suisse First Boston; Deutsche Banc Alex Brown; Donaldson, Lufkin & Jenrette; Goldman Sachs; Chase, Hambrecht & Quist; Lehman Brothers; Merrill Lynch & Co; Morgan Stanley; Salomon Smith Barney; and Stephens, Inc.).

     1.21 Obligations . The term “Obligations” means any and all obligations, loans, advances, overdrafts, debts, liabilities (including, without limitation, any and all amounts charged to Borrower’s account pursuant to any agreement authorizing Bank to charge Borrower’s account), covenants, promises and duties owing by Borrower to Bank (of any kind and description) under this Agreement and by Borrower or Broker-Dealer and any other Loan Document, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including, without limitation, all interest not paid when due and all Bank Expenses.

     1.22 Operating Account . The term “Operating Account” shall have the meaning provided in Section 2.2 below.

     1.23 Proceeds . The term “Proceeds” means whatever is received upon the sale, lease, exchange, collection or other disposition of Collateral or proceeds, including, without limitation, proceeds of insurance covering Collateral, tax refunds, and any and all

accounts, notes, instruments, chattel paper, equipment, money, deposit accounts, goods, or other tangible and intangible property of Borrower resulting from the sale or other disposition of the Collateral, and the proceeds thereof.

     1.24 Purchase Agreement . The term “Purchase Agreement” means that certain Accounts Receivable Purchase Agreement between Borrower and Broker-Dealer, in form and substance attached hereto as Exhibit C dated August 25, 2000 herewith as amended and supplemented from time to time.

     1.25 Security Agreement . The term “Security Agreement” shall mean that certain Security Agreement of even date herewith to be executed by Borrower to secure the obligations under this Agreement.

     1.26 Termination Date . The term “Termination Date” shall have the meaning set forth in Section 2.1 of this Agreement.

2. LOANS AND TERMS OF PAYMENT .

     2.1 The Line of Credit .

          (a) Subject to and upon the terms and conditions of this Loan Agreement and so long as no Event of Default has occurred, Bank will make a revolving line of credit loan (“Line of Credit”) to Borrower. Such loan shall not exceed the lesser of: (i) fifty percent (50%) of the Eligible Receivables which is hereafter referred as the “Formula Amount,” or (ii) Ten Million Dollars ($10,000,000.00) which is herein referred to as the “Maximum Loan Amount.”

          (b) The Line of Credit is a revolving credit, subject to the terms and conditions of this Agreement, principal may be advanced, repaid, and re-advanced from time-to-time without limit, except that: (i) the total amount of unpaid principal outstanding under the Line of Credit at no time shall exceed the lesser of the Formula Amount or the Maximum Loan Amount, (ii) the Line of Credit shall expire and no further advances are possible after May 10, 2005 (the “Termination Date”), and (iii) Borrower shall not be entitled to any further advances as long as an Event of Default has occurred and is continuing,

     2.2 Advances Under Line of Credit .

          (a) Borrower may obtain advances of principal under the Line of Credit (“Advances”) from time to time upon the oral or written request to Bank of a Designated Representative. Any oral request for an advance may be made only if the funds are directed to Borrower’s account (which is currently identified as First Republic Bank account no.                                                              , herein referred to as the “Operating Account”). No advances will be made to any party other than Borrower.

          (b) Borrower hereby expressly authorizes Bank to rely on the request of the Designated Representative to request Advances under the Line of Credit and

Borrower agrees that it, solely, shall bear the risk that any Designated Representative requesting Advances is not so authorized.

          (c) All such advances shall be conclusively presumed to have been made for the benefit of Borrower when Bank believes in good faith that such requests and directions have been made by any Designated Representative and when said advances are deposited to any bank account of Borrower as provided in Section 2.2(a).

          (d) Advances will be made only upon verification that the Formula Amount is being complied with. Advances shall be made only semi-monthly on the tenth (10th) business day and the last business day of the month. Any request shall be made at least one (1) business day prior to the requested date of such Advance, specifying the amount of the requested Advance.

     2.3 Interest .

          (a) Except as herein below provided, the outstanding principal amount of all Advances made pursuant to Section 2.2 of this Agreement shall bear interest, variable from month to month, at a rate of two percent (2.0%) per annum in excess of the one-month LIBOR rate in effect on the last day of the preceding month. The initial rate shall be calculated using the LIBOR rate in effect on the last day of the month prior to the execution of this Agreement. Said interest rate will change as of the first day of any month based upon the LIBOR rate in effect on the last day of the prior month. (“LIBOR Determination Date”).

          (b) “LIBOR” shall mean the rate of interest per annum at which U.S. dollar deposits (i) that are in an amount approximately equal to the outstanding principal balance and (ii) that have comparable maturity dates, are offered in immediately available funds in the London Interbank market to the London office of Bank of America, as published in the Wall Street Journal in effect as of 11:00 a.m., London time, on the LIBOR Determination Date. (Each determination of LIBOR applicable to the loan shall be conclusive and binding upon Borrower absent manifest error.)

          (c) Anything herein to the contrary notwithstanding, if Bank reasonably determines (which determination shall be presumed correct) that:

     (i) quotations of interest rates for the relevant deposits referred to in the definition of LIBOR rate are not being provided in the relevant amounts or for the relevant maturities for purposes of determining the rate of interest for a LIBOR loan; or

     (ii) the definition of LIBOR rate does not adequately cover the cost to Bank of making or maintaining a LIBOR loan; or

     (iii) as a result of any Regulatory Change (or any change in the interpretation thereof) adopted after the date hereof, the Head Office of Bank or the lending office is subject to any taxes, reserves, limitations, or other charges, requirements or restrictions on any claims of such office on

non-United States residents (including, without limitation, claims on non-United States offices or affiliates of Bank) or in respect of the excess above a specified level of such claims; or

     (iv) it is un1awful for Bank or the lending office to maintain any LIBOR loan at the LIBOR rate;

THEN, Bank shall give Borrower prompt notice thereof, and so long as such conditions remain in effect, the loan shall bear interest at a variable rate equal to 200 basis points in excess of Bank’s cost of funds (“Index”). Each change in the rate of interest hereunder shall become effective on the date of the change in the Index.

          (d) All interest chargeable under this Agreement on a per annum basis shall be computed on a basis of a 360-day year for actual days elapsed.

     2.4 Repayment of Loans .

          (a) Borrower will make payments of interest accrued through the last day of the previous month on the 10th day of each succeeding month commencing February 10, 2004 and continuing until payment in full of all outstanding principal.

          (b) Borrower will pay the principal balance in full, together with all accrued and unpaid interest and all other amounts owed hereunder, by the Termination Date.

     2.5 Prepayment . Borrower may prepay the loan in full or in part at any time.

     2.6 Interest on Late Payments . Subject to Section 2.7, at Bank’s sole option in each instance, any amount not paid when due under this Agreement (including interest) shall bear interest from the due date at the annual interest rate in effect hereunder. This may result in compounding of interest.

     2.7 Late Charge . If a payment in the full amount due is not received on or before the thirtieth (30th) day following the day the payment is due, Bank may assess a late charge in the amount of 4% of the amount of the overdue payment. To the extent that (i) no Event of Default has occurred hereunder, and (ii) there are sufficient funds in the Operating Account and/or the Collateral Proceeds Account and (iii) automatic payments are authorized under Section 2.9, Borrower shall not be charged a late charge under this Agreement.

     2.8 Application of Payments . Payments received shall, at Bank’s option, be applied in the following order interest; late charges; other charges due; and then the principal:

     2.9 Authorization Agreement for Automatic Payment . Bank shall charge Borrower’s Operating Account or, at Bank’s option, the Collateral Proceeds Account at First Republic Bank for funds necessary to pay this obligation, to include, principal and interest as applicable on the tenth day of each month effective the tenth day of

February 2004 and Borrower agrees to give advance notice, in writing, to First Republic Bank to discontinue such automatic payment. This agreement in no way interferes with rights of Borrower to stop payment on any automatic payment in accordance with applicable law.

     2.10 Account Stated . Bank shall render monthly statements of amounts owing by Borrower to Bank under this Agreement, including statements of all principal, interest, fees and Bank Expenses owing, and such statement shall be presumed to be correct and accurate and constitute an account stated between Borrower and Bank unless, within thirty (30) days after receipt thereof by Borrower, Borrower shall deliver to Bank, by registered or certified mail, at Bank’s place of business indicated above, written objection thereto specifying the error or errors, if any, contained in any such statement.

     2.11 Unused Commitment Fee . Borrower shall pay to Bank a fee equal to one-half percent (0.50%) per annum (computed on the basis of a 360 day, actual days elapsed) on the average daily unused amount, which fee shall be calculated on a calendar quarter basis by Bank and shall be due and payable by Borrower in arrears on each March 31, June 30, September 30 and December 31.

     2.12 Additional Fees . Borrower shall pay to Bank, on demand:

          (a) a one time fee in the sum of two thousand five hundred dollars ($2,500.00) , which fee shall represent an unconditional and nonrefundable payment to Bank in consideration of Bank’s agreement to enter into this Agreement.

          (b) Reasonable legal fees and expenses incurred by Bank in connection with the negotiation, preparation and execution of this Agreement, the Security Agreement and any other Loan Document up to a maximum of Twenty-Five Thousand Dollars ($25,000.00).

          (c) other fees and expenses as provided in Section 11.1 and 11.5 below.

3. SECURITY INTEREST .

     3.1 Security Interests .

          (a) Concurrent herewith Borrower shall execute and deliver to Bank a Security Agreement in form and substance acceptable to Bank which grants to Bank a security interest in the Collateral.

          (b) Concurrent herewith Broker-Dealer shall execute and deliver to Bank a Security Agreement in form and substance acceptable to Bank which grants to Bank a security interest in all accounts, general intangibles and right to payment owed by any Master Agreement Contract Party in connection with Broker-Dealer’s participation as co-manager in any under written offering as more particularly provided in said Security Agreement.

     3.2 Collateral Proceeds Account . All proceeds from Bank’s Collateral shall be deposited into account no. 995-0080-9076 (“Collateral Proceeds Account”) established in Borrower’s name by Bank, and funds shall not be released from the Collateral Proceeds Account without the express written or oral consent of Bank. If an Event of Default hereunder has occurred and is continuing, Bank may otherwise dispose or apply such proceeds as provided under Section 9 below. Absent an Event of Default, Bank with the written consent of Borrower may apply the funds in the Collateral Proceeds Account to pay down any amount owed to Bank.

     4.  CONDITIONS PRECEDENT . As conditions precedent to the making of the loans and the extension of the financial accommodations hereunder:

     4.1 Documents . Each of the following shall be executed and delivered to Bank, in form and substance satisfactory to Bank and its counsel:

          (a) Agreements . This Agreement, the Security Agreement, the Note (if any), the Broker-Dealer Security Agreement, an executed copy of the Purchase Agreement and the Bill of Sale and Assignment attached there to as Exhibit C and other documents reasonably required by Bank.

          (b) Financing Statement . Financing statements (Form UCC-1) in form acceptable for filing and recording with the appropriate governmenta1 authorities.

Resolutions . Certified extracts from the minutes of the meetings of Borrower’s and Broker-Dealers respective board of directors, executive committee or managers, authorizing the borrowings and the granting of the security interests provided for herein and authorizing specific officers to execute and deliver the

          (c) Certificates . Certificates of good standing showing that Borrower and Broker-Dealer are each in good standing under the laws of their respective states of formation and certificates indicating that Borrower and Broker-Dealer have qualified to transact business and are in good standing in any other state in which Borrower’s or Broker-Dealer’s failure to qualify would be material to their respective businesses.

          (d) Search Results . UCC, tax lien, litigation, judgment and other searches, fictitious business name statement filings, insurance certificates, notices or other similar documents which Bank may reasonably require and in such form as Bank may reasonably require, in order to reflect Bank’s first priority security interest in the Collateral and in order to fully consummate all of the transactions contemplated under the Loan Documents and the Purchase Agreement.

          (e) Officers’ Warranties and Representations . An executed form of warranties and representations of officers of Borrower and Broker-Dealer in form and substance acceptable to Bank.

          (f) Legal Opinion . A legal opinion containing the provisions set forth in Exhibit A in form acceptable to Bank and executed by in-house counsel for Borrower and Broker-Dealer.

     4.2 Insurance . At Bank’s reasonable request Borrower shall, and shall cause Broker-Dealer to, provide evidence of sufficient insurance coverage which is typical for similar business entities in their respective businesses respecting worker’s compensation liability, and other liability claims.

5. REPRESENTATIONS AND WARRANTIES . In order to induce Bank to enter into this Agreement and to make the loans contemplated hereby, Borrower warrants, represents and agrees that, until all Obligations are fully paid and performed:

     5.1 Place of Business . Borrower’s and Broker-Dealer’s principal places of business and their chief executive office or residence is located at the address set forth in Sections 1.7 and hereinabove, and Borrower covenants and agrees that Borrower will not, and will not permit Broker-Dealer to, during the term of this Agreement, without prior written notification to Bank, relocate said principal places of business or chief executive offices.

     5.2 Status . Borrower and Broker-Dealer are duly formed limited liability companies and shall at all times hereafter be duly organized and existing and in good standing under the laws of the state of Delaware and qualified or licensed to do business, and in good standing as a foreign limited liability company in all jurisdictions in which such qualification or licensing is required and in which the failure to so qualify would be material to Borrower’s or Broker-Dealer’s business and/or financial condition.

     5.3 Broker-Dealer . Borrower shall cause Broker-Dealer to be and remain during the term of this Agreement a duly registered broker-dealer in good standing. Borrower shall cause Broker-Dealer to be and remain during the term of this Agreement licensed as a broker-dealer in each jurisdiction in which Broker-Dealer is required to do so or in which Broker-Dealer’s failure to do so would be materia1 to Broker-Dealer’s business.

     5.4 Authorization and Enforceability . This Agreement and each other document, contract and instrument required by or at any time delivered to Bank in connection with this Agreement (including without limitation the Purchase Agreement) have been (or will be) duly authorized by all necessary limited liability company action, and upon the execution and delivery of such agreements in accordance with the provisions thereof will constitute legal, valid and binding agreements and obligations of Borrower and Broker-Dealer enforceable in accordance with their respective terms.

     5.5 No Violation . The (a) execution, delivery and performance by Borrower of this Agreement and (b) the execution delivery and performance by Borrower and Broker-Dealer of the Purchase Agreement shall not: (i) violate any law or regulation applicable to Borrower, (ii) constitute a breach of any provision contained in its certificate of formation, operating agreement or other organization papers of Borrower or Broker-Dealer or (iii) constitute an event of default under any material agreement to which Borrower or Broker-Dealer is now or hereafter becomes a party or by which Borrower or Broker-Dealer may be bound.

     5.6 Payment of Taxes . All assessments and taxes, whether real, personal or otherwise, due or payable by, or imposed, levied or assessed against Borrower and Broker-Dealer, or any of Borrower’s or Broker-Dealer’s property, have been paid in full before delinquency.

     5.7 INTENTIONALLY LEFT BLANK .

     5.8 Financial Statements and Condition . All financial statements and information relating to Borrower or Broker-Dealer which have been or may hereafter be delivered by Borrower or Broker-Dealer to Bank are true and correct, as of the date of such statement or information, and have been prepared in accordance with generally accepted accounting principles consistently applied, and there has been no material adverse change in the financial condition of either Borrower or Broker-Dealer since the submission of such financial information to Bank other than as expressly disclosed to Bank.

     5.9 Permits, Franchises . Borrower possesses, and will cause Broker-Dealer to possess, all permits, memberships, franchises, contracts and licenses required and all trademark rights, trade names, trade name rights, patents, patent rights and fictitious name rights material or necessary to enable Borrower and Broker-Dealer to conduct the business in which Borrower and Broker-Dealer is now engaged without conflict with the rights of others.

     5.10 ERISA Warranty . Neither Borrower nor Broker-Dealer has withdrawn from (and no termination, partial termination or other event has occurred with respect to) any deferred compensation plan maintained for the benefit of either Borrower’s or Broker-Dealer’s employees, and nor has Borrower or Broker-Dealer withdrawn from any multi-employer plan described in Section 4001(a)(3) of ERISA (as defined in Section 7.5 of this Agreement) where any such withdrawal, termination, or partial termination could reasonably result in a material adverse effect on either Borrower’s or Broker-Dealer’s financial condition or operations.

     5.11 Environmental Matters . Borrower and Broker-Dealer are now in compliance with all federal, state and municipal laws, regulations and ordinances relating to the handling, treatment and disposal of toxic substances, wastes and hazardous material (collectively, the “‘Environmental Regulations”) and Borrower shall maintain, and shall cause Broker-Dealer to maintain, all necessary authorizations and permits. None of the operations of Borrower or Broker-Dealer are now nor shall hereafter be the subject of any federal, state or municipal investigation evaluating whether any remedial action is needed to respond to a release of any toxic or hazardous waste or substance into the environment.

     5.12 Solvency . Borrower and Broker-Dealer are now solvent and able to pay their respective debts (including trade debts) as they mature.

     5.13 Compliance . Borrower and Broker-Dealer have complied with all federal, state and local laws, rules and regulations affecting them respectively, their assets and

their business, and as to which their non-compliance could reasonably result in a material adverse claim in either’s financial condition or operations, including, without limitation, all applicable securities laws and the rules and regulations of the National Association of Securities Dealers Inc. (“NASD”); and all rules and regulations of the Securities and Exchange Commission.

     5.14 No Defaults . There is no event which is or, with notice or lapse of time or both, would be an Event of Default.

     5.15 Representations and Warranties Cumulative . Each warranty, representation and agreement contained in this Agreement shall be automatically deemed repeated with each loan and/or advance and shall be true, accurate and correct at each such time except to the extent that such representation or warranty relates to an earlier date in which case such