PLEDGE AND SECURITY AGREEMENT

by and among

E.A. VINER INTERNATIONAL CO.,
as Borrower,

and

the other Credit Parties hereto from time to time,

as Grantors

and

MORGAN STANLEY & CO. INCORPORATED,

as Collateral Agent.

Dated as of July 31, 2006

­NY12534:167338.25

EXECUTION COPY

TABLE OF CONTENTS

Page

ARTICLE I

DEFINITIONS; GRANT OF SECURITY

SECTION 1.01.

General Definitions

SECTION 1.02.

Definitions; Interpretation

SECTION 1.03.

Grant of Security

SECTION 1.04.

Certain Limited Exclusions

ARTICLE II

SECURITY FOR OBLIGATIONS; GRANTORS REMAIN LIABLE

SECTION 2.01.

Security for Obligations

SECTION 2.02.

Grantors Remain Liable.

ARTICLE III

REPRESENTATIONS AND WARRANTIES AND COVENANTS

SECTION 3.01.

Generally.

SECTION 3.02.

[Intentionally Omitted.]

SECTION 3.03.

Receivables.

SECTION 3.04.

Investment Related Property.

SECTION 3.05.

Material Contracts.

SECTION 3.06.

Letter of Credit Rights.

SECTION 3.07.

Intellectual Property.

SECTION 3.08.

Commercial Tort Claims.

ARTICLE IV

ACCESS; RIGHT OF INSPECTION AND FURTHER ASSURANCES; ADDITIONAL GRANTORS

SECTION 4.01.

Further Assurances.

SECTION 4.02.

Additional Grantors

ARTICLE V

COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT

SECTION 5.01.

Power of Attorney

SECTION 5.02.

No Duty on the Part of Collateral Agent or Secured Creditors

ARTICLE VI

REMEDIES

SECTION 6.01.

Generally.

SECTION 6.02.

Investment Related Property.

SECTION 6.03.

Intellectual Property.

SECTION 6.04.

Cash Proceeds

SECTION 6.05.

Application of Proceeds

ARTICLE VII

COLLATERAL AGENT

ARTICLE VIII

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS; TERMINATION AND RELEASES

ARTICLE IX

STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM

ARTICLE X

MISCELLANEOUS

i

­NY12534:167338.25

SCHEDULES:

SCHEDULE 3.1 GENERAL INFORMATION

SCHEDULE 3.4 INVESTMENT RELATED PROPERTY

SCHEDULE 3.5 DESCRIPTION OF MATERIAL CONTRACT

SCHEDULE 3.6 DESCRIPTION OF LETTERS OF CREDIT

SCHEDULE 3.7 INTELLECTUAL PROPERTY

SCHEDULE 3.8 COMMERCIAL TORT CLAIMS

EXHIBITS:

EXHIBIT A PLEDGE SUPPLEMENT

EXHIBIT B SECURITIES ACCOUNT CONTROL AGREEMENT

EXHIBIT C DEPOSIT ACCOUNT CONTROL AGREEMENT

EXHIBIT D COPYRIGHT SECURITY INTEREST ASSIGNMENT

EXHIBIT E PATENT SECURITY INTEREST ASSIGNMENT

EXHIBIT F TRADEMARK SECURITY INTEREST ASSIGNMENT

ii

­NY12534:167338.25

This Pledge and Security Agreement, dated as of July 31, 2006 (this Agreement), by and among EACH OF THE UNDERSIGNED, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (each, a Grantor), and MORGAN STANLEY & CO. INCORPORATED, as collateral agent for the Secured Creditors (as herein defined) (in such capacity as collateral agent, the Collateral Agent).

RECITALS

WHEREAS, reference is made to that certain Senior Secured Credit Agreement, dated as of the date hereof (as it may be amended, restated, supplemented or otherwise modified from time to time, the Credit Agreement), by and among E.A. VINER INTERNATIONAL CO., a corporation formed under the laws of the State of Delaware (the Borrower), OPPENHEIMER HOLDINGS INC., a corporation formed under the laws of Canada (the Parent), and the other Credit Parties party thereto from time to time, the lenders party thereto from time to time (the Lenders), MORGAN STANLEY SENIOR FUNDING, INC., a Delaware corporation, as administrative agent for the Lenders (in such capacity, together with its successors and assigns, if any, the Administrative Agent) and as syndication agent (in such capacity, the Syndication Agent) and the Collateral Agent;

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