Preview | Unconditional Secured Guaranty |

In consideration of SILICON VALLEY BANKS (Bank) loans to Thomas Weisel Capital Management LLC, Thomas Weisel Venture Partners LLC, Thomas Weisel Healthcare Venture Partners LLC and Tailwind Capital Partners LLC (individually and collectively Borrower), under a Loan and Security Agreement dated as of the date hereof (the Agreement; capitalized terms used herein without definition have the meanings assigned to them in the Agreement), Thomas Weisel Partners Group LLC (Guarantor) unconditionally and irrevocably guarantees payment of all amounts Borrower owes Bank and Borrowers performance of the Agreement and any other Loan Documents, as amended from time to time (collectively the Agreements), according to their terms.

1. If an Event of Default exists, Guarantor will, upon Banks demand, immediately pay all amounts due (including, without limitation, all principal, interest, and fees) and satisfy all Borrowers payment obligations under the Agreements.

2. These obligations are independent of Borrowers obligations and separate actions may be brought against Guarantor (whether action is brought against Borrower or whether Borrower is joined in the action). To the extent permitted by law, Guarantor waives benefit of any statute of limitations affecting its liability. Guarantors liability is not contingent on the genuineness or enforceability of the Agreements.

3. To secure all of Guarantors obligations under this Guaranty, Guarantor grants to the Bank a security interest in the property described in Exhibit A (the Collateral). Guarantor has good title to the Collateral, free of all Liens, except for Permitted Liens, or Guarantor has Rights to each asset that is Collateral. Rights, as applied to the Collateral, means the Guarantors rights and interests in, and powers with respect to, the Collateral, whatever the nature of those rights, interests and powers. The security interest granted to Bank in the Collateral is a first priority security interest subject to Permitted Liens.

(i) Liens existing on the Closing Date securing obligations owed to General Electric Credit Corporation (GECC) and CIT Group/Equipment Financing, Inc. (CIT), to the extent that such Liens are against furniture, leasehold improvements and equipment financed by such lenders and general intangibles related to the foregoing and the proceeds of the foregoing and that the aggregate principal amount of the obligations secured by such Liens does not exceed $18,000,000; to the extent that the principal amount outstanding under the GECC and CIT facilities described in this clause (i) does not exceed $16,000,000, Permitted Liens includes purchase money Liens against furniture, leasehold improvements and equipment securing indebtedness to finance the acquisition of such furniture, leasehold improvements and equipment (A) to the extent that the principal amount of such indebtedness does not exceed $2,000,000, less the amount by which the aggregate principal amount of the GECC and CIT facilities

exceeds $16,000,000, and (B) provided that Guarantor gives Bank written notice of the incurrence of such purchase money indebtedness;

(ii) Liens existing on the Closing Date securing obligations owed to First Republic Bank under a syndicate receivable revolving line of credit to the extent that such Liens are against accounts associated with Guarantors participation as co-manager on underwritings and that the aggregate principal amount of the obligations secured by such Liens does not exceed $10,000,000;

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