STAKEHOLDERS AGREEMENT

by and among

FAHNESTOCK VINER Holdings Inc.,

ALBERT G. LOWENTHAL,

PHASE II FINANCIAL L.P.,

PHASE II Financial Limited,

THe ALBERT G. LOWENTHAL Foundation,

OLGA ROBERTS,

ELKA ESTATES LIMITED,

and

CANADIAN IMPERIAL BANK OF COMMERCE

Dated as of December 9, 2002

TABLE OF CONTENTS

Page

ARTICLE I
DEFINITIONS

1.1 Definitions *

ARTICLE II
REPRESENTATIONS AND WARRANTIES

2.1 Representations and Warranties of the Investor *

2.2 Representations and Warranties of the Significant Shareholders *

2.3 Representations and Warranties of the Company *

ARTICLE III
CERTAIN COVENANTS AND AGREEMENTS

3.1 Transfer Restrictions *

3.2 Agreement to be Bound; Effect on Transferees *

3.3 Right of First Offer on Investor's Securities. *

3.4 Right of First Offer on Significant Shareholders' Equity Shares *

3.5 Notice of a Significant Shareholder Ownership Change *

3.6 Notice of Significant Shareholder I Individual Death *

3.7 Notice of Regulatory Event *

3.8 Trading Restrictions *

3.9 Voting Agreement *

3.10 Significant Shareholders Obligation to Sell in Connection with an Investor Offer *

ARTICLE IV
CORPORATE GOVERNANCE MATTERS

4.1 Investor Observer Rights *

4.2 Investor's Board Representation *

4.3 Restrictive Covenants *

4.4 Information Rights *

4.5 Company Regulatory Covenants *

4.6 Regulatory Events *

4.7 Investor Regulatory Covenants *

ARTICLE V
PRE-EMPTIVE RIGHTS

5.1 Pre-emptive Rights *

ARTICLE VI
STANDSTILL PROVISIONS

6.1 Standstill *

6.2 Amendments to Standstill Provisions *

6.3 Applicability of Standstill Provisions on Transferees *

ARTICLE VII
LIQUIDITY EVENTS

7.1 Investor Offer *

ARTICLE VIII
MISCELLANEOUS

8.1 Entire Agreement *

8.2 Severability *

8.3 Notices *

8.4 Successors and Assigns *

8.5 Third-Party Beneficiaries *

8.6 Recapitalization, Etc. *

8.7 Amendments and Waivers *

8.8 Fees and Expenses *

8.9 Termination *

8.10 Headings *

8.11 Governing Law *

8.12 Waiver of Jury Trial *

8.13 Consent to Jurisdiction *

8.14 Specific Performance *

8.15 Subsidiaries *

8.16 Counterparts *

8.17 Construction *

8.18 Further Assurances *

8.19 Guarantee by Investor *

8.20 Effectiveness. *

Exhibits and Schedules

Exhibit A Form of Joinder (Permitted Transferee)

Exhibit B Form of Joinder (Non-Permitted Transferee)

Exhibit C Form of Regulatory Call Note

Schedule I Ownership of Securities

STAKEHOLDERS AGREEMENT

STAKEHOLDERS AGREEMENT, dated as of December 9, 2002 (this "Agreement"), by and among (i) Fahnestock Viner Holdings Inc., an Ontario corporation (the "Company"), (ii) Canadian Imperial Bank of Commerce, a bank under the laws of Canada (the "Investor"), (iii) Albert G. Lowenthal ("Significant Shareholder I Individual"), Phase II Financial L.P., a New York limited partnership ("Significant Shareholder I L.P."), Phase II Financial Limited, an Ontario corporation ("Significant Shareholder I Limited"), The Albert G. Lowenthal Foundation (the "Foundation"), and (iv) solely with respect to Articles I, II, III and VIII, Olga Roberts ("Significant Shareholder II Individual") and Elka Estates Limited, an Ontario corporation ("Significant Shareholder II Limited").

RECITALS

WHEREAS, pursuant to the Asset Purchase Agreement (as defined below), the Company is causing E.A. Viner International Co., a Delaware corporation and wholly owned subsidiary of the Company ("Viner"), to issue to the Investor the First Viner Debenture (as defined below) and the Interim Debenture (as defined below) as, among other things, consideration for the transfer of the Aggregate Assets (as defined in the Asset Purchase Agreement);

WHEREAS, the execution and delivery of this Agreement is a condition to the willingness of the parties to the Asset Purchase Agreement to enter into the Asset Purchase Agreement contemporaneously herewith;

WHEREAS, the Significant Shareholder II Group (as defined below) is entering into this Agreement solely with respect to Articles I, II, III and VIII;

WHEREAS, the parties hereto desire that Articles I, II and VIII and Sections 3.1(b) and 3.8 of this Agreement shall be effective as of the date of this Agreement and all other provisions of this Agreement shall be effective as of the Closing Date; and

WHEREAS, the parties hereto desire to enter into this Agreement for the purpose of governing certain aspects of the relationships among them and fulfilling such condition.

NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, and other consideration, the receipt and adequacy of which hereby is acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

DEFINITIONS

Definitions

. As used in this Agreement, the following terms shall have the following meanings:

"Acquisition Transaction" means a tender offer, take-over bid, acquisition of stock, amalgamation, merger or any similar acquisition or business combination transaction that would result, if consummated, in Beneficial Ownership by a Person or Group of, except as otherwise provided herein, at least 90% of the outstanding Equity Shares.

"Affiliate" of any Person means any other Person which, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, such Person. For purposes of this definition, "control" when used with respect to any Person means possession, directly or indirectly, of the power to direct the management and policies of such Person (whether through the ownership of voting securities, by contract, or otherwise); and the terms "controlling" and "controlled" have meanings correlative to the foregoing. Notwithstanding the foregoing, for purposes of this Agreement, in no event shall the Investor and its Affiliates, on the one hand, be deemed to be Affiliates of the Company and its Affiliates, on the other hand.

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