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PLEDGE AGREEMENT

This PLEDGE AGREEMENT, dated as of October 19, 2007 (the ?Agreement?), is by and between Ladenburg Thalmann Financial Services Inc., a Florida corporation (the ?Pledgor?), and Bruce A. Zwigard (the ?Lender?).

WHEREAS, pursuant to that certain Stock Purchase Agreement dated as of October 19, 2007, by and among the Lender, the Pledgor, and others (the ?Purchase Agreement?) the Lender is making a loan (the ?Loan?) to Pledgor to finance the purchase by the Pledgor of the Pledged Collateral (as such term is defined below), evidenced by that certain Non-Negotiable Promissory Note in the original principal amount of $15,000,000, dated as of the date hereof, made by Pledgor in favor of the Lender (the ?Note?); and

WHEREAS, Pledgor is, or in the case of Investacorp Advisory Services, Inc. will be concurrently upon the release from the escrow arrangement provided for in Section 1.7 of the Purchase Agreement, the record and beneficial owner of one hundred percent (100%) of the capital stock in each of the Pledged Entities (as defined below);

WHEREAS, in order to induce the Lender to make the Loan, Pledgor has agreed to pledge the Pledged Collateral to Lender in accordance herewith;

NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, it is agreed as follows:

Definitions. Unless otherwise defined herein, terms defined in the Note are used herein as therein defined, and the following shall have (unless otherwise provided elsewhere in this Agreement) the following respective meanings (such meanings being equally applicable to both the singular and plural form of the terms defined):

?Bankruptcy Code? means title 11, United States Code, as amended from time to time, and any successor statute thereto.

?Frost Indebtedness? has the meaning set forth in the Note.

?Insolvency Event? has the meaning set forth in Section 7 hereof.

?Lien? has the meaning assigned to such terms in Section 5(g) hereof.

?Pledged Collateral? has the meaning assigned to such term in Section 2 hereof.

?Pledged Entity? and ?Pledged Entities? mean respectively, an issuer of Pledged Shares and collectively, the issuers of Pledged Shares.

?Pledged Shares? means those shares of capital stock of the Pledged Entities described in Schedule I hereto.

?Secured Obligations? has the meaning assigned to such term in Section 3 hereof.

Pledge. Pledgor hereby pledges to Lender, and grants to Lender, a continuing first priority security interest in and to the following (collectively, the ?Pledged Collateral?):

(a) Subject to the other provisions hereof, all of the Pledged Shares and the certificates representing the Pledged Shares, and all dividends, distributions, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; and

(b) Subject to the other provisions hereof, any shares of stock of a Pledged Entity from time to time hereafter issued to Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), and the certificates representing such shares and all dividends, distributions, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such stock.

Security for Obligations. This Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment in full when due, whether at stated maturity, by acceleration or otherwise, and performance of all Obligations of any kind, under the Note and all other Loan Documents, and all obligations of Pledgor now or hereafter existing under this Agreement including, without limitation, all fees, costs and expenses incurred by the Lender, whether in connection with collection actions hereunder or otherwise in the administration and enforcement of the Obligations (collectively, the ?Secured Obligations?).

Delivery of Pledged Collateral. All certificates evidencing the Pledged Collateral are being concurrently delivered to and held by or on behalf of the Lender pursuant hereto, except for the certificates evidencing the record and beneficial ownership of one hundred percent (100%) of the Pledged Shares of Investacorp Advisory Services, Inc. which will be delivered to the Lender concurrently upon their release from the escrow arrangement provided for in Section 1.7 of the Purchase Agreement. All Pledged Shares shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Lender.

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