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<SEC-DOCUMENT>0000791963-03-000003.txt : 20030117
<SEC-HEADER>0000791963-03-000003.hdr.sgml : 20030117
<ACCEPTANCE-DATETIME>20030117082552
ACCESSION NUMBER:		0000791963-03-000003
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		14
CONFORMED PERIOD OF REPORT:	20030102
ITEM INFORMATION:		Acquisition or disposition of assets
FILED AS OF DATE:		20030117

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			FAHNESTOCK VINER HOLDINGS INC
		CENTRAL INDEX KEY:			0000791963
		STANDARD INDUSTRIAL CLASSIFICATION:	SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211]
		IRS NUMBER:				980080034
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-12043
		FILM NUMBER:		03516979

	BUSINESS ADDRESS:	
		STREET 1:		SUITE 1110, P.O. BOX 2015
		STREET 2:		20 EGLINTON AVE. WEST
		CITY:			TORONTO ONTARIO CANADA
		STATE:			A0
		ZIP:			M4R 1K8
		BUSINESS PHONE:		(416)322-1515

	MAIL ADDRESS:	
		STREET 1:		PO BOX 2015 SUITE 1110
		STREET 2:		20 EGLINTON AVENUE WEST
		CITY:			TORONTO ONTARIO CANADA
		STATE:			A6
		ZIP:			M4R 1K8

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	GOLDALE INVESTMENTS LTD
		DATE OF NAME CHANGE:	19861030

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	VINER E A HOLDINGS LTD
		DATE OF NAME CHANGE:	19880622
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>f8k11703.htm
<TEXT>
<!DOCTYPE HTML PUBLIC "-//IETF//DTD HTML//EN">
<html>


<body bgcolor="#FFFFFF">

<p><font size="1">==========================================================================================</font></p>

<p align="center"><b>SECURITIES AND EXCHANGE COMMISSION</b></p>

<p align="center">WASHINGTON, D.C. 20549</p>

<p align="center">_______________________</p>

<p align="center">&nbsp;</p>

<p align="center">FORM 8-K</p>

<p align="center">CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE</p>

<p align="center">SECURITIES EXCHANGE ACT OF 1934</p>

<p align="center">&nbsp;</p>

<p align="center">_______________________</p>

<p align="center">Date of report (Date of earliest event
reported): <br>
January 2, 2003</p>

<p align="center">&nbsp;</p>

<p align="center">&nbsp;</p>

<p align="center"><b>FAHNESTOCK VINER HOLDINGS INC.</b></p>

<p align="center"><font size="2">(EXACT NAME OF REGISTRANT AS
SPECIFIED IN ITS CHARTER)</font></p>

<p><font size="1"></font>&nbsp;</p>

<table border="0" cellpadding="9" cellspacing="0" width="547">
    <tr>
        <td valign="top" width="46%"><p align="center"><b>Ontario,
        Canada</b></p>
        <p align="center"><font size="1">(STATE OR OTHER
        JURISDICTION </font></p>
        <p align="center"><font size="1">OF INCORPORATION OR
        ORGANIZATION) </font></p>
        </td>
        <td valign="top" width="26%"><p align="center"><font
        size="1"><b>1-12043 </b></font></p>
        <p align="center"><font size="1">(COMMISSION FILE NO.)</font></p>
        </td>
        <td valign="top" width="28%"><p align="center"><font
        size="1"><b>98-0080034 </b></font></p>
        <p align="center"><font size="1">(I.R.S. EMPLOYER
        IDENTIFICATION NUMBER)</font></p>
        </td>
    </tr>
    <tr>
        <td valign="top" width="46%">&nbsp;</td>
        <td valign="top" width="26%">&nbsp;</td>
        <td valign="top" width="28%">&nbsp;</td>
    </tr>
    <tr>
        <td valign="top" width="46%"><p align="center"><font
        size="1"><b>P.O. Box 2015, Suite 1110<br>
        20 Eglinton Avenue West<br>
        Toronto, Ontario, Canada</b></font><b> </b></p>
        <p align="center"><font size="1">(ADDRESS OF PRINCIPAL
        EXECUTIVE OFFICE) </font></p>
        </td>
        <td valign="top" width="26%">&nbsp;</td>
        <td valign="bottom" width="28%"><p align="center"><font
        size="1"><b>M4R 1K8 </b></font></p>
        <p align="center"><font size="1">(ZIP CODE)</font></p>
        </td>
    </tr>
</table>

<p><font size="1"></font>&nbsp;</p>

<p><font size="1"></font>&nbsp;</p>

<p align="center"><font size="1"><b>(416) 322-1515</b></font></p>

<p align="center"><font size="1">(REGISTRANT'S TELEPHONE NUMBER,
INCLUDING AREA CODE)</font></p>

<p><font size="1"></font>&nbsp;</p>

<p align="center"><font size="1"><b>NONE</b></font></p>

<p align="center"><font size="1">(FORMER NAME, FORMER ADDRESS AND
FORMER FISCAL YEAR, IF APPLICABLE)</font></p>

<p><font size="1"></font>&nbsp;</p>

<p><font size="1">==========================================================================================</font></p>

<p><font size="1"></font>&nbsp;</p>

<p>&nbsp;</p>

<blockquote>
    <blockquote>
        <blockquote>
            <blockquote>
                <blockquote>
                    <blockquote>
                        <p><font size="2"><b>ITEM 2. ACQUISITION
                        OR DISPOSITION OF ASSETS.</b></font></p>
                    </blockquote>
                </blockquote>
            </blockquote>
        </blockquote>
    </blockquote>
</blockquote>

<p>On January 3, 2003, Fahnestock Viner Holdings Inc.,
(&quot;FVH&quot;) an Ontario corporation and its indirect
subsidiary, Fahnestock &amp; Co. Inc., (&quot;Fahnestock&quot;),
completed the acquisition from Canadian Imperial Bank of Commerce
(&quot;CIBC&quot;), a bank chartered under the laws of Canada,
and its wholly-owned subsidiary, CIBC World Markets Corp.
(&quot;World Markets&quot;), of certain assets of CIBC's U.S.
Private Client Division (the &quot;Private Client Division&quot;)
pursuant to an Asset Purchase Agreement, dated as of December 9,
2002, as amended by Amendment No. 1 to the Asset Purchase
Agreement, dated as of January 2, 2003 (the &quot;Asset Purchase
Agreement&quot;), by and among FVH, Viner Finance Inc.
(&quot;Viner&quot;), a Delaware corporation and an indirect
wholly-owned subsidiary of FVH, CIBC, and World Markets. The
closing of the acquisition of the U.S. Asset Management Division
of CIBC (the &quot;Asset Management Division&quot; and, together
with the Private Client Division, the &quot;Purchased
Divisions&quot;) will occur at a later date in accordance with
the terms and conditions of the Asset Management Acquisition
Agreement dated January 2, 2003 (the &quot;Asset Management
Agreement&quot;), by and among FVH, Fahnestock, CIBC and World
Markets. A copy of the Asset Purchase Agreement is attached
hereto as Exhibit 2.1 and a copy of the Asset Management
Agreement is attached hereto as Exhibit 2.2, each of which is
incorporated herein by reference.</p>

<p>The Private Client Division operates a high net worth retail
brokerage business, which consists of approximately 620 financial
consultants in 18 branches in major financial centers across the
United States, with client assets of approximately U.S. $35
billion, client debit balances of approximately U.S. $672 million
and money fund balances of approximately U.S. $3.2 billion.
Additionally, the Asset Management Division operates an asset
management business with approximately U.S. $8.7 billion
currently under management in a variety of products, including
growth funds, value funds, sector funds and specialty funds. </p>

<p>Effective as of the close of business on January 3, 2003 the
Private Client Division was transferred to Fahnestock, a
wholly-owned subsidiary of Viner, with the transfer of profits
and losses with respect to the Private Client Division being
effective as of 12:01 AM on January 2, 2003. The Private Client
Division will conduct business as the Oppenheimer Division of
Fahnestock. The Asset Management Division will be combined with
the Fahnestock organization in accordance with applicable
regulatory requirements. It is currently anticipated that all
segments of the Asset Management Division will be operating as
part of the Oppenheimer Division of Fahnestock by April 30, 2003.
The client accounts of the Purchased Divisions will continue to
be cleared through World Markets until the spring of 2003. </p>

<p>The aggregate purchase price for the Purchased Divisions is
approximately U.S. $241 million, of which (i) approximately U.S.
$13 million was paid in cash at closing from cash on hand; (ii)
approximately U.S. $2 million will be paid in cash upon the
completion of the acquisition of the Asset Management Division;
(iii) approximately U.S. $65 million was paid with the proceeds
of the issuance by Viner to World Markets of a promissory note
(the &quot;Note&quot;); and (iv) approximately U.S. $161 million
was paid with the proceeds of the issuance of debentures by E.A.
Viner International Co. (&quot;Viner International&quot;), a
Delaware corporation and a wholly owned subsidiary of FVH, CIBC
of the Exchangeable Debenture (as defined below) and the Interim Debenture
(as defined below).The purchase price for the Purchased Divisions was
determined by arms-length negotiations between FVH, CIBC and World Markets. </p>

<p>The first exchangeable debenture (the &quot;Exchangeable
Debenture&quot;), in the principal amount of approximately U.S.
$70 million, is exchangeable for approximately 3.1 million Class
A shares of FVH at the rate of U.S. $23.20 per share, the closing
price on the NYSE on Friday, December 6, 2002. The Exchangeable
Debenture will mature in ten years, and will bear an annual rate
of interest of 3% in the first year, 4% in years two through
four, and 5% in year five to maturity. A copy of the Exchangeable
Debenture is attached hereto as Exhibit 4.3 and is incorporated
herein by reference. </p>

<p>The convertible debenture (the &quot;Interim Debenture&quot;)
in the principal amount of approximately U.S. $91 million is
convertible into a second exchangeable debenture (the
&quot;Second Exchangeable Debenture&quot;), which will be
exchangeable for approximately 3.8 million Class A shares of FVH
at the rate of U.S. $23.20 per share. The Second Exchangeable
Debenture will mature in ten years and will bear an annual rate
of interest of 3% in the first year, 4% in years two through
four, and 5% in years five to maturity. The conversion of the
Interim Debenture into the Second Exchangeable Debenture is
subject to the approval of FVH's Class A and Class B
shareholders. Such vote is expected to be held in May 2003 at
FVH's annual meeting of shareholders. Holders representing
approximately 20.5% of the combined Class A and Class B shares
have agreed to vote in favor of the issuance of the Second
Exchangeable Debenture. If shareholder approval is not obtained,
the Interim Debenture would mature three years from closing and
would bear interest at 9.75% per annum from the date of the
shareholder meeting. A copy of the Interim Debenture is attached
hereto as Exhibit 4.4 and is incorporated herein by reference. </p>

<p>The Note issued to World Markets by Viner relates to the
approximately U.S. $65 million of employees&#146; loans that were
assigned from World Markets to Viner. In accordance with the
terms of the Note, Viner will repay an amount equal to the amount
of employee loans assigned to Viner by World Markets at the rate
that such employees' loans become due, such payments to be made
notwithstanding whether any of the employees&#146; loans default.
The Note was amended and restated on January 15, 2003 to, among
other things, adjust the principal amount of the Note in
accordance with the Asset Purchase Agreement. A copy of the
promissory note, as amended and restated, is attached hereto as
Exhibit 10.2 and is incorporated herein by reference.</p>

<p>FVH, CIBC, and shareholders representing approximately 94% of
the Class B voting shares of FVH, including Albert G. Lowenthal,
FVH's Chairman and Chief Executive Officer, entered into a
Stakeholders Agreement dated as of December 9, 2002 (the
&quot;Stakeholders Agreement&quot;), which includes, among other
things, restrictions on transfer, the grant of rights of first
offer, voting agreements, the grant of a right to CIBC to
designate observers and directors to FVH's board of directors,
the grant to CIBC of pre-emptive rights, the grant to CIBC of a
right to offer to acquire, under certain circumstances, all of
FVH's outstanding equity securities and the obligation of the
other parties thereto to tender their shares in such
circumstances. A copy of the Stakeholders Agreement is attached
as Exhibit 4.1 hereto and is incorporated by reference herein.
FVH, Viner and CIBC have entered into a Registration Rights
Agreement dated January 2, 2003 providing CIBC with certain
demand and piggy-back registration rights. A copy of the
Registration Rights Agreement is attached as Exhibit 4.2 hereto
and is incorporated by reference herein.</p>

<p>FVH and CIBC entered into a Credit Agreement dated January 2,
2003, under which CIBC commits to make loans to FVH in one or two
drawdowns during the period commencing on the closing date and
ending on July 31, 2003, in an aggregate principal amount of the
lesser of (i) U.S.$50 million, and (ii) the aggregate amount of
new employee loans made to employees of Fahnestock &amp; Co. Inc.
and evidenced by promissory notes of such employees. The interest
on the funds borrowed under the Credit Agreement will be the
greater of (i) the annual rate of interest announced by CIBC and
in effect as its base rate at its principal office in Toronto,
Ontario for determining interest rates on U.S. dollar-denominated
commercial loans made in Canada, and (ii) the Federal Funds
Effective Rate plus 0.50%. A copy of the Credit Agreement is
attached hereto as Exhibit 10.1 and is incorporated herein by
reference.</p>

<p>In connection with the transactions described above, the
parties entered into certain ancillary agreements, including (i)
Non-Competition Agreement dated January 2, 2003, by and among
CIBC, World Markets, Fahnestock and Viner, a copy of which is
attached hereto as Exhibit 10.3 and is incorporated herein by
reference; (ii) Non-Solicitation Agreement dated January 2, 2003
by and among FVH, Fahnestock, CIBC and World Markets, a copy of
which is attached hereto as Exhibit 10.4 and is incorporated
herein by reference; (iii) Clearing Agreement dated January 2,
2002 by and among Fahnestock and World Markets, a copy of which
is attached hereto as Exhibit 10.5 and is incorporated herein by
reference; and (iv) Shareholders Agreement dated December 9,
2002, by and among FVH, Albert G. Lowenthal, Phase II Financial
L.P., Phase II Financial Limited, The Albert G. Lowenthal
Foundation, Olga Roberts and Elka Estates Limited, a copy of
which is attached hereto as Exhibit 10.6 and is incorporated
herein by reference.</p>

<blockquote>
    <blockquote>
        <blockquote>
            <blockquote>
                <p><b>ITEM 7. Financial Statements, Pro Forma
                Financial Information and Exhibits.</b></p>
                <p>(a) Financial Statements</p>
            </blockquote>
        </blockquote>
        <p>The financial statements required by this item will be
        filed by amendment to this report as soon as practicable,
        but no later than 60 days after the date hereof.</p>
        <blockquote>
            <blockquote>
                <p>(b) Pro Forma Financial Information</p>
            </blockquote>
        </blockquote>
        <p>The pro forma financial information required by this
        item will be filed by amendment to this report as soon as
        practicable, but no later than 60 days after the date
        hereof.</p>
        <p>(c) Exhibits</p>
    </blockquote>
</blockquote>

<table border="0" cellpadding="7" cellspacing="0" width="590">
    <tr>
        <td valign="top" width="32%"><u>Exhibit No.</u></td>
        <td valign="top" width="68%"><u>Description</u></td>
    </tr>
    <tr>
        <td valign="top" width="32%">2.1</td>
        <td valign="top" width="68%">Asset Purchase Agreement
        dated as of December 9, 2002 and Amendment No. 1 to the
        Asset Purchase Agreement dated as of January 2, 2003, by
        and among Fahnestock Viner Holdings Inc., Viner Finance
        Inc., Canadian Imperial Bank of Commerce and CIBC World
        Markets Corp.<font face="Symbol">*</font> </td>
    </tr>
    <tr>
        <td valign="top" width="32%">2.2</td>
        <td valign="top" width="68%">Asset Management Acquisition
        Agreement dated as of January 2, 2003, by and among
        Fahnestock Viner Holdings Inc., Fahnestock &amp; Co.
        Inc., Canadian Imperial Bank of Commerce and CIBC World
        Markets Corp.<sup>*</sup> </td>
    </tr>
    <tr>
        <td valign="top" width="32%">4.1</td>
        <td valign="top" width="68%">Stakeholders Agreement dated
        December 9, 2002, by and among Fahnestock Viner Holdings
        Inc., Canadian Imperial Bank of Commerce, Albert G.
        Lowenthal, Phase II Financial L.P., Phase II Financial
        Limited, The Albert G. Lowenthal Foundation, Olga Roberts
        and Elka Estates Limited.</td>
    </tr>
    <tr>
        <td valign="top" width="32%">4.2</td>
        <td valign="top" width="68%">Registration Rights
        Agreement dated January 2, 2003, by and between
        Fahnestock Viner Holdings Inc. and Canadian Imperial Bank
        of Commerce.</td>
    </tr>
    <tr>
        <td valign="top" width="32%">4.3</td>
        <td valign="top" width="68%">Exchangeable Debenture dated
        January 6, 2003, by and between E. A. Viner International
        Co. and Canadian Imperial Bank of Commerce.</td>
    </tr>
    <tr>
        <td valign="top" width="32%">4.4</td>
        <td valign="top" width="68%">Interim Exchangeable
        Debenture dated January 6, 2003, by and between E. A.
        Viner International Co. and Canadian Imperial Bank of
        Commerce.</td>
    </tr>
    <tr>
        <td valign="top" width="32%">10.1</td>
        <td valign="top" width="68%">Credit Agreement dated
        January 2, 2003, by and between Fahnestock Viner Holdings
        Inc. and Canadian Imperial Bank of Commerce.</td>
    </tr>
    <tr>
        <td valign="top" width="32%">10.2</td>
        <td valign="top" width="68%">Amended and Restated
        Promissory Note dated January 15, 2003, made by Viner
        Finance Inc. for the benefit of CIBC World Markets Corp.</td>
    </tr>
    <tr>
        <td valign="top" width="32%">10.3</td>
        <td valign="top" width="68%">Non-Competition Agreement
        dated January 2, 2003, by and among Canadian Imperial
        Bank of Commerce and CIBC World Markets Corp., Fahnestock
        &amp; Co. Inc. and Viner Finance Inc.</td>
    </tr>
    <tr>
        <td valign="top" width="32%">10.4</td>
        <td valign="top" width="68%">Non-Solicitation Agreement
        dated January 2, 2003 by and among Fahnestock Viner
        Holdings Inc., Fahnestock &amp; Co. Inc., Canadian
        Imperial Bank of Commerce and CIBC World Markets Corp.</td>
    </tr>
    <tr>
        <td valign="top" width="32%">10.5</td>
        <td valign="top" width="68%">Clearing Agreement dated
        January 2, 2003 between Fahnestock &amp; Co. Inc. and
        CIBC World Markets Corp.</td>
    </tr>
    <tr>
        <td valign="top" width="32%">10.6</td>
        <td valign="top" width="68%">Shareholders Agreement dated
        December 9, 2002, 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 and Elka Estates Limited.</td>
    </tr>
</table>

<p>&nbsp;</p>

<p>&nbsp;</p>

<p align="center">&nbsp;</p>

<p align="center"><b>SIGNATURE</b></p>

<p>&nbsp;</p>

<p>Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.</p>

<p>&nbsp;</p>

<p>FAHNESTOCK VINER HOLDINGS INC.</p>

<blockquote>
    <blockquote>
        <blockquote>
            <blockquote>
                <blockquote>
                    <blockquote>
                        <blockquote>
                            <blockquote>
                                <blockquote>
                                    <blockquote>
                                        <blockquote>
                                        <blockquote>
                                        <blockquote>
                                        <blockquote>
                                        <p>&nbsp;</p>
                                        </blockquote>
                                        </blockquote>
                                        </blockquote>
                                        </blockquote>
                                    </blockquote>
                                </blockquote>
                            </blockquote>
                        </blockquote>
                    </blockquote>
                </blockquote>
            </blockquote>
        </blockquote>
    </blockquote>
</blockquote>

<p>By:&quot;E.K. Roberts&quot;</p>

<p>Name: E.K. Roberts<br>
Title: President</p>

<p>January 17, 2003</p>

<p>&nbsp;</p>

<p>&nbsp;</p>

<p align="center">&nbsp;</p>

<p align="center">FAHNESTOCK VINER HOLDINGS INC.<br>
CURRENT REPORT ON FORM 8-K<br>
REPORT DATED JANUARY 17, 2003</p>

<p align="center">EXHIBIT INDEX</p>

<table border="0" cellpadding="7" cellspacing="0" width="590">
    <tr>
        <td valign="top" width="32%"><u>Exhibit No.</u></td>
        <td valign="top" width="68%"><u>Description</u></td>
    </tr>
    <tr>
        <td valign="top" width="32%">2.1</td>
        <td valign="top" width="68%">Asset Purchase Agreement
        dated December 9, 2002 and Amendment No. 1 to the Asset
        Purchase Agreement dated January 2, 2003, by and among
        Fahnestock Viner Holdings Inc., Viner Finance Inc.,
        Canadian Imperial Bank of Commerce and CIBC World Markets
        Corp.<font face="Symbol">*</font> </td>
    </tr>
    <tr>
        <td valign="top" width="32%">2.2</td>
        <td valign="top" width="68%">Asset Management Acquisition
        Agreement dated January 2, 2003, by and among Fahnestock
        Viner Holdings Inc., Fahnestock &amp; Co. Inc., Canadian
        Imperial Bank of Commerce and CIBC World Markets Corp.<sup>*</sup>
        </td>
    </tr>
    <tr>
        <td valign="top" width="32%">4.1</td>
        <td valign="top" width="68%">Stakeholders Agreement dated
        December 9, 2002, by and among Fahnestock Viner Holdings
        Inc., Canadian Imperial Bank of Commerce, Albert G.
        Lowenthal, Phase II Financial L.P., Phase II Financial
        Limited, The Albert G. Lowenthal Foundation, Olga Roberts
        and Elka Estates Limited.</td>
    </tr>
    <tr>
        <td valign="top" width="32%">4.2</td>
        <td valign="top" width="68%">Registration Rights
        Agreement dated January 2, 2003, by and between
        Fahnestock Viner Holdings Inc. and Canadian Imperial Bank
        of Commerce.</td>
    </tr>
    <tr>
        <td valign="top" width="32%">4.3</td>
        <td valign="top" width="68%">Exchangeable Debenture dated
        January 2, 2003, by and between E. A. Viner International
        Co. and Canadian Imperial Bank of Commerce.</td>
    </tr>
    <tr>
        <td valign="top" width="32%">4.4</td>
        <td valign="top" width="68%">Interim Exchangeable
        Debenture dated January 2, 2003, by and between E. A.
        Viner International Co. and Canadian Imperial Bank of
        Commerce.</td>
    </tr>
    <tr>
        <td valign="top" width="32%">10.1</td>
        <td valign="top" width="68%">Credit Agreement dated
        January 2, 2003, by and between Fahnestock Viner Holdings
        Inc. and Canadian Imperial Bank of Commerce.</td>
    </tr>
    <tr>
        <td valign="top" width="32%">10.2</td>
        <td valign="top" width="68%">Amended and Restated
        Promissory Note dated January 15, 2003, made by Viner
        Finance Inc. for the benefit of CIBC World Markets Corp.</td>
    </tr>
    <tr>
        <td valign="top" width="32%">10.3</td>
        <td valign="top" width="68%">Non-Competition Agreement
        dated January 2, 2003, by and among Canadian Imperial
        Bank of Commerce and CIBC World Markets Corp., Fahnestock
        &amp; Co. Inc. and Viner Finance Inc.</td>
    </tr>
    <tr>
        <td valign="top" width="32%">10.4</td>
        <td valign="top" width="68%">Non-Solicitation Agreement
        dated January 2, 2003 by and among Fahnestock Viner
        Holdings Inc., Fahnestock &amp; Co. Inc., Canadian
        Imperial Bank of Commerce and CIBC World Markets Corp.</td>
    </tr>
    <tr>
        <td valign="top" width="32%">10.5</td>
        <td valign="top" width="68%">A Clearing Agreement dated
        January 2, 2003 between Fahnestock &amp; Co. Inc. and
        CIBC World Markets Corp.</td>
    </tr>
    <tr>
        <td valign="top" width="32%">10.6</td>
        <td valign="top" width="68%">Shareholders Agreement dated
        December 9, 2002, 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 and Elka Estates Limited.</td>
    </tr>
</table>
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<SEQUENCE>2
<FILENAME>stkhld.htm
<DESCRIPTION>EXHIBIT 4.1 STAKEHOLDERS AGREEMENT
<TEXT>
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<body bgcolor="#FFFFFF">
EXHIBIT 4.1
FAHNESTOCK VINER HOLDINGS INC.
FORM 8-K DATED JANUARY 17, 2003
STAKEHOLDERS AGREEMENT

<p align="center">STAKEHOLDERS AGREEMENT</p>

<p align="center">by and among</p>

<p align="center">FAHNESTOCK VINER Holdings Inc.,</p>

<p align="center">ALBERT G. LOWENTHAL,</p>

<p align="center">PHASE II FINANCIAL L.P.,</p>

<p align="center">PHASE II Financial Limited,</p>

<p align="center">THe ALBERT G. LOWENTHAL Foundation,</p>

<p align="center">OLGA ROBERTS,</p>

<p align="center">ELKA ESTATES LIMITED,</p>

<p align="center">and</p>

<p align="center">CANADIAN IMPERIAL BANK OF COMMERCE</p>

<p align="center">&nbsp;</p>

<p align="center">Dated as of December 9, 2002</p>

<p>&nbsp;</p>

<p align="center"><b>TABLE OF CONTENTS</b></p>

<p align="right"><b>Page</b></p>

<p>ARTICLE I <br>
DEFINITIONS</p>

<blockquote>
    <blockquote>
        <p>1.1 Definitions <a href="#_Toc27191471">*</a></p>
    </blockquote>
</blockquote>

<p align="center">ARTICLE II <br>
REPRESENTATIONS AND WARRANTIES</p>

<blockquote>
    <blockquote>
        <p>2.1 Representations and Warranties of the Investor <a
        href="#_Toc27191473">*</a></p>
        <p>2.2 Representations and Warranties of the Significant
        Shareholders <a href="#_Toc27191474">*</a></p>
        <p>2.3 Representations and Warranties of the Company <a
        href="#_Toc27191475">*</a></p>
    </blockquote>
</blockquote>

<p align="center">ARTICLE III <br>
CERTAIN COVENANTS AND AGREEMENTS</p>

<blockquote>
    <blockquote>
        <p>3.1 Transfer Restrictions <a href="#_Toc27191477">*</a></p>
        <p>3.2 Agreement to be Bound; Effect on Transferees <a
        href="#_Toc27191478">*</a></p>
        <p>3.3 Right of First Offer on Investor's Securities. <a
        href="#_Toc27191479">*</a></p>
        <p>3.4 Right of First Offer on Significant Shareholders'
        Equity Shares <a href="#_Toc27191480">*</a></p>
        <p>3.5 Notice of a Significant Shareholder Ownership
        Change <a href="#_Toc27191481">*</a></p>
        <p>3.6 Notice of Significant Shareholder I Individual
        Death <a href="#_Toc27191482">*</a></p>
        <p>3.7 Notice of Regulatory Event <a href="#_Toc27191483">*</a></p>
        <p>3.8 Trading Restrictions <a href="#_Toc27191484">*</a></p>
        <p>3.9 Voting Agreement <a href="#_Toc27191485">*</a></p>
        <p>3.10 Significant Shareholders Obligation to Sell in
        Connection with an Investor Offer <a href="#_Toc27191486">*</a></p>
    </blockquote>
</blockquote>

<p align="center">ARTICLE IV <br>
CORPORATE GOVERNANCE MATTERS</p>

<blockquote>
    <blockquote>
        <p>4.1 Investor Observer Rights <a href="#_Toc27191488">*</a></p>
        <p>4.2 Investor's Board Representation <a
        href="#_Toc27191489">*</a></p>
        <p>4.3 Restrictive Covenants <a href="#_Toc27191490">*</a></p>
        <p>4.4 Information Rights <a href="#_Toc27191491">*</a></p>
        <p>4.5 Company Regulatory Covenants <a
        href="#_Toc27191492">*</a></p>
        <p>4.6 Regulatory Events <a href="#_Toc27191493">*</a></p>
        <p>4.7 Investor Regulatory Covenants <a
        href="#_Toc27191494">*</a></p>
    </blockquote>
</blockquote>

<p align="center">ARTICLE V <br>
PRE-EMPTIVE RIGHTS</p>

<blockquote>
    <blockquote>
        <p>5.1 Pre-emptive Rights <a href="#_Toc27191496">*</a></p>
    </blockquote>
</blockquote>

<p align="center">ARTICLE VI <br>
STANDSTILL PROVISIONS</p>

<blockquote>
    <blockquote>
        <p>6.1 Standstill <a href="#_Toc27191498">*</a></p>
        <p>6.2 Amendments to Standstill Provisions <a
        href="#_Toc27191499">*</a></p>
        <p>6.3 Applicability of Standstill Provisions on
        Transferees <a href="#_Toc27191500">*</a></p>
    </blockquote>
</blockquote>

<p align="center">ARTICLE VII <br>
LIQUIDITY EVENTS</p>

<blockquote>
    <blockquote>
        <p>7.1 Investor Offer <a href="#_Toc27191502">*</a></p>
    </blockquote>
</blockquote>

<p align="center">ARTICLE VIII <br>
MISCELLANEOUS</p>

<blockquote>
    <blockquote>
        <p>8.1 Entire Agreement <a href="#_Toc27191504">*</a></p>
        <p>8.2 Severability <a href="#_Toc27191505">*</a></p>
        <p>8.3 Notices <a href="#_Toc27191506">*</a></p>
        <p>8.4 Successors and Assigns <a href="#_Toc27191507">*</a></p>
        <p>8.5 Third-Party Beneficiaries <a href="#_Toc27191508">*</a></p>
        <p>8.6 Recapitalization, Etc. <a href="#_Toc27191509">*</a></p>
        <p>8.7 Amendments and Waivers <a href="#_Toc27191510">*</a></p>
        <p>8.8 Fees and Expenses <a href="#_Toc27191511">*</a></p>
        <p>8.9 Termination <a href="#_Toc27191512">*</a></p>
        <p>8.10 Headings <a href="#_Toc27191513">*</a></p>
        <p>8.11 Governing Law <a href="#_Toc27191514">*</a></p>
        <p>8.12 Waiver of Jury Trial <a href="#_Toc27191515">*</a></p>
        <p>8.13 Consent to Jurisdiction <a href="#_Toc27191516">*</a></p>
        <p>8.14 Specific Performance <a href="#_Toc27191517">*</a></p>
        <p>8.15 Subsidiaries <a href="#_Toc27191518">*</a></p>
        <p>8.16 Counterparts <a href="#_Toc27191519">*</a></p>
        <p>8.17 Construction <a href="#_Toc27191520">*</a></p>
        <p>8.18 Further Assurances <a href="#_Toc27191521">*</a></p>
        <p>8.19 Guarantee by Investor <a href="#_Toc27191522">*</a></p>
        <p>8.20 Effectiveness. <a href="#_Toc27191523">*</a></p>
    </blockquote>
</blockquote>

<p align="center"><u></u>&nbsp;</p>

<p align="center"><u>Exhibits and Schedules</u></p>

<p><u>Exhibit A</u> Form of Joinder (Permitted Transferee)</p>

<p><u>Exhibit B</u> Form of Joinder (Non-Permitted Transferee)</p>

<p><u>Exhibit C</u> Form of Regulatory Call Note</p>

<p><u>Schedule I</u> Ownership of Securities</p>

<p align="center">STAKEHOLDERS AGREEMENT</p>

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

<p align="center"><u>RECITALS</u></p>

<p>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
(&quot;Viner&quot;), 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);</p>

<p>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;</p>

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

<p>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</p>

<p>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.</p>

<p>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:</p>

<p align="center"><b><br>
</b><a name="_Toc27191470"><b>DEFINITIONS</b></a></p>

<p><a name="_Toc27191471"><b>Definitions</b></a></p>

<p>. As used in this Agreement, the following terms shall have
the following meanings:</p>

<p>&quot;<b>Acquisition Transaction</b>&quot; 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.</p>

<p>&quot;<b>Affiliate</b>&quot; 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,
&quot;control&quot; 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 &quot;controlling&quot; and &quot;controlled&quot; 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.</p>

<p>&quot;<b>Agency</b>&quot; shall have the meaning as set forth
in Section 4.5(b).</p>

<p>&quot;<b>Agreement</b>&quot; shall have the meaning set forth
in the Preamble.</p>

<p>&quot;<b>Asset Purchase Agreement</b>&quot; means the Asset
Purchase Agreement, dated as of the date hereof, by and among the
Company, the Investor and certain of their Affiliates.</p>

<p>&quot;<b>Banking Regulations</b>&quot; means any and all
banking, securities, commodities and other financial services
laws, including without limitation anti-money laundering and
similar laws, of the United States or Canada, or any state or
province thereof, and any regulations, decrees, orders,
agreements, commitments enforceable in writing, rulings,
guidelines, interpretations and directives thereunder issued or
entered into by any governmental authority or self-regulatory
body, including the Federal Reserve Board, the SEC and the
Department of the Treasury in the United States, and the Office
of the Superintendent of Financial Institutions in Canada, that
are applicable to the Company and its Affiliates.</p>

<p>&quot;<b>Beneficially Own</b>&quot; and &quot;<b>Beneficial
Ownership</b>&quot; shall have the meanings ascribed to such
terms in Rules 13d-3 and 13d-5 under the Exchange Act; <u>provided</u>
that a Person shall be deemed to have beneficial ownership of all
securities that such Person has the right to acquire, whether
such right is exercisable immediately or only after the passage
of time. Without limiting the generality of the foregoing, for
purposes of this Agreement a Person shall be deemed to have
beneficial ownership of all Equity Shares into which any
Debentures, including the Interim Debenture, owned by such Person
are, directly or indirectly, exchangeable.</p>

<p>&quot;<b>BHC Act</b>&quot; means the United States Bank
Holding Company Act of 1956, as amended.</p>

<p>&quot;<b>BHC Subsidiary</b>&quot; means a subsidiary, as such
term is defined in the BHC Act.</p>

<p>&quot;<b>Board</b>&quot; means the board of directors of the
Company. </p>

<p>&quot;<b>Brokerage</b> <b>Business</b>&quot; means, with
respect to a Brokerage Sale, the full service retail brokerage
business being conducted by the Company in the United States
immediately prior to such Brokerage Sale.</p>

<p>&quot;<b>Brokerage Sale</b>&quot; means a sale to a third
party of assets of the Brokerage Business representing more than
50% of the aggregate revenues of the Brokerage Business; <u>provided</u>
that in no event shall a transfer of any such assets for purposes
of fully disclosed clearing be considered a sale of such assets.</p>

<p>&quot;<b>Business Day</b>&quot; means any day except a
Saturday, Sunday or other day on which the NYSE is not open for
the transaction of business.</p>

<p>&quot;<b>Class A Shares</b>&quot; means the Class A non-voting
shares of the Company.</p>

<p>&quot;<b>Class B Shares</b>&quot; means the Class B voting
shares of the Company.</p>

<p>&quot;<b>Closing Date</b>&quot; means the Brokerage Closing
Date as such term is defined in the Asset Purchase Agreement.</p>

<p>&quot;<b>Company</b>&quot; shall have the meaning set forth in
the Preamble. </p>

<p>&quot;<b>Company Decline Notice</b>&quot; shall have the
meaning set forth in Section 3.3(b).</p>

<p>&quot;<b>Debentures</b>&quot; means the Exchangeable
Debentures and the Interim Debenture, collectively.</p>

<p>&quot;<b>Director</b>&quot; means any member of the Board.</p>

<p>&quot;<b>Equity Shares</b>&quot; means (i) the Class A Shares
and the Class B Shares, collectively, and (ii) any other class of
shares or securities into which or for which Class A Shares,
Class B Shares or any other class of shares or securities
described in clauses (i) or (ii) may hereafter be changed,
converted or exchanged or which are issued to holders of shares
of Class A Shares, Class B Shares or any other class of shares or
securities described in clauses (i) or (ii) upon any
reorganization, recapitalization, reclassification, share
combination, share subdivision, share dividend, merger,
amalgamation, consolidation or similar transactions or events.</p>

<p>&quot;<b>Exchange Act</b>&quot; means the United States
Securities Exchange Act of 1934, as amended.</p>

<p>&quot;<b>Exchangeable Debentures</b>&quot; means the First
Viner Debenture and the Second Viner Debenture.</p>

<p>&quot;<b>Exchangeable Debentures Redemption Value</b>&quot;
shall mean, with respect to any Exchangeable Debentures, the
aggregate principal amount of such Exchangeable Debentures, plus
accrued but unpaid interest thereon through the Regulatory Call
Closing Date.</p>

<p>&quot;<b>Exclusivity Period</b>&quot; shall have the meaning
set forth in Section 7.1(d).</p>

<p>&quot;<b>Financing Transaction</b>&quot; means the issuance or
sale of New Securities or execution and delivery of any contract,
commitment, agreement or arrangement relating to the issuance or
sale of New Securities, in any such case the primary purpose of
which is for the Company to raise capital. It is understood and
agreed that whether a New Securities issuance or sale is a
Financing Transaction shall be determined in good faith by the
Board.</p>

<p>&quot;<b>First Offer Notice</b>&quot; shall have the meaning
set forth in Section 3.4(a).</p>

<p>&quot;<b>First Offer Option Period</b>&quot; shall have the
meaning set forth in Section 3.4(b).</p>

<p>&quot;<b>First Offer Securities</b>&quot; shall have the
meaning set forth in Section 3.4(a).</p>

<p>&quot;<b>First Viner Debenture</b>&quot; means the debenture
due 2013 issued by Viner, which is exchangeable into Class A
Shares, substantially in the form attached as <u>Exhibit C</u> to
the Asset Purchase Agreement.</p>

<p>&quot;<b>Governmental Entity</b>&quot; means any national,
federal, state, provincial, municipal, local, territorial,
foreign or other governmental entity or any department,
commission, board, bureau, agency, regulatory authority or
instrumentality thereof, or any court, judicial, administrative
or arbitral body or public or private tribunal.</p>

<p>&quot;<b>Group</b>&quot; has the meaning set forth in Section
13(d) of the Exchange Act as in effect on the date of this
Agreement.</p>

<p>&quot;<b>Independent Committee</b>&quot; shall have the
meaning set forth in Section 7.1(a).</p>

<p>&quot;<b>Independent Directors</b>&quot; means Directors who
satisfy the standards for &quot;independent&quot; directors under
the rules of the NYSE and, if applicable to the Company, the
standards for &quot;unrelated&quot; directors under the rules of
the TSX.</p>

<p>&quot;<b>Interim Debenture</b>&quot; means the debenture
issued by Viner, which is exchangeable into the Second Viner
Debenture, substantially in the form attached as <u>Exhibit D</u>
to the Asset Purchase Agreement.</p>

<p>&quot;<b>Interim Debenture Redemption Value</b>&quot; shall
mean, with respect to the Interim Debenture, the aggregate
principal amount of such Interim Debenture, plus accrued but
unpaid interest thereon through the Regulatory Call Closing Date.</p>

<p>&quot;<b>Investor</b>&quot; shall have the meaning set forth
in the Preamble.</p>

<p>&quot;<b>Investor Decline Notice</b>&quot; shall have the
meaning set forth in Section 3.4(b).</p>

<p>&quot;<b>Investor Designated Officer</b>&quot; means the
officer of the Investor whom the Investor designates as such in a
written notice to the Company prior to the Closing Date; <u>provided</u>
that at any time in which at least one of the Investor Designees
is a Director, the &quot;Investor Designated Officer&quot; shall
be one of such Investor Designees.</p>

<p>&quot;<b>Investor Designees</b>&quot; shall have the meaning
set forth in Section 4.2(a).</p>

<p>&quot;<b>Investor Designee Notice</b>&quot; shall have the
meaning set forth in Section 4.2(a).</p>

<p>&quot;<b>Investor First Offer Option Period</b>&quot; shall
have the meaning set forth in Section 3.3(a).</p>

<p>&quot;<b>Investor First Offer Securities</b>&quot; shall have
the meaning set forth in Section 3.3(a).</p>

<p>&quot;<b>Investor Offer</b>&quot; shall have the meaning set
forth in Section 7.1(a).</p>

<p>&quot;<b>Investor Offer Expiration Date</b>&quot; shall have
the meaning set forth in Section 3.3(a).</p>

<p>&quot;<b>Investor Offer Price</b>&quot; shall have the meaning
set forth in Section 3.3(a).</p>

<p>&quot;<b>Investor Rights Expiration Date</b>&quot; shall mean
the earlier of (i) the date as of which the Investor no longer
Beneficially Owns the Minimum Amount of Class A Shares; (ii) the
later to occur of (A) the tenth anniversary of the date of this
Agreement and (B) if any Exchangeable Debentures or Interim
Debenture are outstanding as of the tenth anniversary of the date
of this Agreement, the date on which all such Debentures have
reached maturity and been paid in full pursuant to their
respective terms and (iii) the date on which the Investor, as a
result of a purchase pursuant to an Investor Offer, Beneficially
Owns at least 90% of the outstanding Equity Shares. </p>

<p>&quot;<b>Law</b>&quot; means any U.S., Canadian or other laws,
statutes, ordinances, rules, regulations (including the rules
applicable to self-regulatory organizations), judgments, orders,
injunctions, decrees, arbitration awards, agency requirements,
licenses or permits of any Governmental Entity of competent
jurisdiction.</p>

<p>&quot;<b>Market Value</b>&quot; means, with respect to Class A
Shares, the average of the last reported sale price for the Class
A Shares on the NYSE for the 20 consecutive Business Days ending
five Business Days prior to the date of delivery of the
Regulatory Event Notice giving rise to an exercised Regulatory
Call Right.</p>

<p>&quot;<b>Minimum Amount</b>&quot; means 3,000,000 Class A
Shares (subject to customary adjustment from time to time for
combinations, stock dividends, subdivisions, split-ups and the
like).</p>

<p>&quot;<b>New Securities</b>&quot; means any Equity Shares or
options, warrants or other securities or rights convertible or
exchangeable into or exercisable for any Equity Shares or any
other such equity securities; <u>provided</u>, <u>however</u>,
that &quot;New Securities&quot; shall not include: (i) securities
issued to management, directors or employees of the Company or
its Subsidiaries in the ordinary course of business and equity
securities issuable upon exercise thereof pursuant to any stock
option plan, employee stock ownership plan, employee benefit
plan, stock plan, or such other arrangement, agreement or plan
intended as a means of providing compensation or incentive for
employment or services; (ii) securities issued in consideration
for, or in connection with, any acquisition of stock, acquisition
of assets, merger or any similar acquisition or business
combination transaction other acquisition of assets, intellectual
property or other rights, product lines or businesses; (iii) any
securities issuable upon the exercise, exchange or conversion of
any outstanding securities, including the Debentures;
(iv)&nbsp;securities issued in connection with any stock split,
subdivision, stock dividend or recapitalization by the Company;
or (v) securities issued pursuant to Section 5(b) of the
Exchangeable Debentures.</p>

<p>&quot;<b>Non-Preemptive Rights Issuance</b>&quot; means an
issuance or sale of any equity securities by the Company to which
Pre-emptive Rights do not apply.</p>

<p>&quot;<b>NYSE</b>&quot; shall mean the New York Stock
Exchange.</p>

<p>&quot;<b>Observers</b>&quot; shall have the meaning set forth
in Section 4.1.</p>

<p>&quot;<b>Offer Date</b>&quot; means (i) the seven year
anniversary of the date of this Agreement, (ii) the ten year
anniversary of the date of this Agreement, (iii) the 120th day
following the death of Significant Shareholder I Individual and
(iv) the 30th day following any date on which the Investor
receives a Significant Shareholder Ownership Change Notice.</p>

<p>&quot;<b>Offer Expiration Date</b>&quot; shall have the
meaning set forth in Section 3.4(d).</p>

<p>&quot;<b>Offer Price</b>&quot; shall have the meaning set
forth in Section 3.4(a).</p>

<p>&quot;<b>Ontario Securities Act</b>&quot; means the Securities
Act (Ontario), as amended.</p>

<p>&quot;<b>Permitted Transferee</b>&quot; means the following:</p>

<p>with respect to the Investor, any Subsidiary in which the
Investor owns, directly or indirectly, 80% or more of the voting
rights entitled to vote for the election of the directors; and </p>

<p>with respect to the Significant Shareholders (whether an
individual or not an individual), </p>

<blockquote>
    <blockquote>
        <p>if such Significant Shareholder is an individual, such
        Significant Shareholder's parent, spouse, brother or
        sister, natural or adopted lineal descendant or spouse of
        such descendant including pursuant to a will or under the
        laws of intestacy, descent and distribution; </p>
        <p>a trust, whether <u>inter</u> <u>vivos</u> or
        testamentary, limited liability company, corporation,
        partnership or other entity, of which only such
        Significant Shareholder and/or any Person or Persons
        named in (b)(i) above is a beneficiary, member, partner,
        shareholder or owner (&quot;<b>related entity</b>&quot;);
        </p>
        <p>the settlor or settlors or beneficiary or
        beneficiaries of a trust that is a related entity; </p>
        <p>the shareholders, members, partners or owners of a
        corporation, limited liability company, partnership or
        other entity that is a related entity;</p>
        <p>if such Significant Shareholder is a member of
        Significant Shareholder I Group, any other member of
        Significant Shareholder I Group or any Permitted
        Transferee thereof; <u>provided</u> that Significant
        Shareholder I Individual maintains the power to vote or
        direct the voting of such transferred Class B Shares; or</p>
        <p>if such Significant Shareholder is a member of
        Significant Shareholder II Group, any other Significant
        Shareholder or any Permitted Transferee thereof.</p>
    </blockquote>
</blockquote>

<p>&quot;<b>Person</b>&quot; means any individual, sole
proprietorship, limited liability company, joint venture,
corporation, partnership, association, trust, or any other entity
or organization, including a government or political subdivision
or an agency or instrumentality thereof.</p>

<p>&quot;<b>Pre-empting Shareholder</b>&quot; shall have the
meaning set forth in Section 5.1(a).</p>

<p>&quot;<b>Pre-emptive Price Range</b>&quot; shall have the
meaning set forth in Section 5.1(b).</p>

<p>&quot;<b>Pre-emptive Rights</b>&quot; shall have the meaning
set forth in Section 5.1(a).</p>

<p>&quot;<b>Proportionate Percentage</b>&quot; shall have the
meaning set forth in Section 5.1(a).</p>

<p>&quot;<b>Registration Rights Agreement</b>&quot; shall mean
the Registration Rights Agreement, dated as of the date hereof,
between the Company and the Investor.</p>

<p>&quot;<b>Regulatory Call Closing Date</b>&quot; shall have the
meaning set forth in Section 4.6(c).</p>

<p>&quot;<b>Regulatory Call Note&quot; </b>shall have the meaning
set forth in Section 4.6(d).</p>

<p>&quot;<b>Regulatory Call Notice&quot; </b>shall have the
meaning set forth in Section 4(c).</p>

<p>&quot;<b>Regulatory Call Purchase Price</b>&quot; means the
purchase price for the Regulatory Call Securities being purchased
pursuant to a Regulatory Call Right, which purchase price shall
be equal to the sum of the following amounts:</p>

<blockquote>
    <blockquote>
        <p><a name="ParaMarkHold"></a>for that portion of such
        Regulatory Call Securities comprised of Exchangeable
        Debentures, the purchase price shall be equal to the
        Exchangeable Debentures Redemption Value;</p>
        <p>for that portion of such Regulatory Call Securities
        comprised of the Interim Debenture, the purchase price
        shall be equal to the Interim Debenture Redemption Value;
        and</p>
        <p>for that portion of such Regulatory Call Securities
        comprised of Class A Shares, the purchase price shall be
        equal to the Market Value of such Class A Shares.</p>
    </blockquote>
</blockquote>

<p>&quot;<b>Regulatory Call Right&quot; </b>shall have the
meaning set forth in Section 4(c).</p>

<p>&quot;<b>Regulatory Call Securities</b>&quot; means any
Debentures and Class A Shares Beneficially Owned by the Investor
at the time the Company delivers a Regulatory Call Notice to the
Investor.</p>

<p>&quot;<b>Regulatory Event Notice</b>&quot;<b> </b>shall have
the meaning set forth in Section 3.7.</p>

<p>&quot;<b>Regulatory Event</b>&quot; means, except for any
event that is caused by the Company, that (i) a triggering event
has occurred with respect to the Investor, as described at 12
C.F.R. 225.93(b)(2); (ii) the Investor has received notice with
respect to performance under the Community Reinvestment Act, as
described at 12 C.F.R. 225.84 and 225.94; or (iii) the Investor
holds the Company under the authority of Section 4(c)(8) of the
BHC Act or regulation promulgated under such authority.</p>

<p>&quot;<b>Restricted Period</b>&quot; means the 20 consecutive
Business Days ending five Business Days prior to (i) the date on
which a Regulatory Event Notice has been provided, (ii) the
seventh anniversary of the Closing Date and (iii) the tenth
anniversary of the Closing Date.</p>

<p>&quot;<b>Rule 144</b>&quot;<b> </b>means Rule 144 under the
U.S. Securities Act, as such rule may be amended from time to
time.</p>

<p>&quot;<b>SEC</b>&quot; means the United States Securities and
Exchange Commission.</p>

<p>&quot;<b>Second Offer Option Period</b>&quot; shall have the
meaning set forth in Section 3.4(b).</p>

<p>&quot;<b>Second Viner Debenture</b>&quot; means the debenture
due 2013 to be issued by Viner, which will be exchangeable into
Class A Shares on terms identical to the terms of the First Viner
Debenture, substantially in the form attached as <u>Exhibit K</u>
to the Asset Purchase Agreement.</p>

<p>&quot;<b>Securities</b>&quot; means the Equity Shares and the
Debentures.</p>

<p>&quot;<b>Significant Shareholder Group</b>&quot; means the
Significant Shareholder I Group or the Significant Shareholder II
Group, as the case may be.</p>

<p>&quot;<b>Significant Shareholder I Group</b>&quot; means,
collectively, Significant Shareholder I Individual, Significant
Shareholder I L.P., Significant Shareholder I Limited and the
Foundation.</p>

<p>&quot;<b>Significant Shareholder II Group&quot; </b>means,
collectively, Significant Shareholder II Individual and
Significant Shareholder II Limited.</p>

<p>&quot;<b>Significant Shareholder Ownership Change</b>&quot;
means, other than in connection with an Acquisition Transaction,
(i) a Transfer resulting in the Significant Shareholder I Group,
together with their Permitted Transferees, Beneficially Owning
less than two million Equity Shares in the aggregate (subject to
customary adjustment from time to time for combinations, stock
dividends, subdivisions, split-ups and the like) or (ii) the
Transfer by any Significant Shareholder to a Person other than a
Permitted Transferee of such Significant Shareholder of any Class
B Shares.</p>

<p>&quot;<b>Significant Shareholder Ownership Change Notice</b>&quot;
shall have the meaning set forth in Section 3.5.</p>

<p>&quot;<b>Significant Shareholders</b>&quot; means,
collectively, Significant Shareholder I Individual, Significant
Shareholder I L.P., Significant Shareholder I Limited, the
Foundation, Significant Shareholder II Individual, and
Significant Shareholder II Limited.</p>

<p>&quot;<b>Standstill Period</b>&quot; means the period
commencing on the date hereof and ending on the earliest of (i)
the date on which the Investor consummates a purchase of Equity
Shares pursuant to Section 7.1 hereof, resulting in Investor's
Beneficial Ownership of at least 90% of the outstanding Equity
Shares (ii) the later to occur of (A) the tenth anniversary of
the date of this Agreement or, in the event that the Investor
shall have made an Investor Offer on such tenth anniversary, the
120th day following such tenth anniversary and (B) if any of the
Exchangeable Debentures or the Interim Debenture are outstanding
as of the tenth anniversary of the date of this Agreement, the
date on which such Debentures have reached maturity and are paid
in full pursuant to their respective terms and (iii) the date on
which the Investor no longer Beneficially Owns any Equity Shares.</p>

<p>&quot;<b>Subsidiary</b>&quot; means, with respect to any
Person, any corporation, partnership, limited liability company,
trust or other entity of which a majority of the capital stock,
equity interests or other ownership interests having ordinary
voting power to elect a majority of the board of directors or
elect or appoint other persons performing similar functions are
at the time, directly or indirectly, owned by such Person.</p>

<p>&quot;<b>Third Party Offer</b>&quot; means a bona fide offer
to enter into an Acquisition Transaction by a Person other than
(a) the Investor, the Company or their respective Affiliates, (b)
any other Person acting on behalf of the Investor, the Company or
any of their Affiliates or (c) any Person who is a member of a
Group with the Investor, the Company or any of their respective
Affiliates. </p>

<p>&quot;<b>Transfer</b>&quot; shall have the meaning set forth
in Section 3.1(a). </p>

<p>&quot;<b>Transferring Shareholder</b>&quot; shall have the
meaning set forth in Section 3.4(a).</p>

<p>&quot;<b>TSX</b>&quot; means the Toronto Stock Exchange. </p>

<p>&quot;<b>U.S. Securities Act</b>&quot; means the United States
Securities Act of 1933, as amended.</p>

<p>&quot;<b>Viner</b>&quot; shall have the meaning set forth in
the recitals.</p>

<p align="center"><b><br>
</b><a name="_Toc27191472"><b>REPRESENTATIONS AND WARRANTIES</b></a></p>

<p><a name="_Toc27191473"><b>Representations and Warranties of
the Investor</b></a></p>

<p>. The Investor represents and warrants to each of the
Significant Shareholders and the Company as of the date of this
Agreement and as of the Closing Date as follows:</p>

<p><u>Organization; Authority</u>. The Investor is a bank duly
organized and validly existing under the laws of Canada, and has
all requisite corporate power and authority to enter into this
Agreement and to consummate the transactions contemplated hereby.
The execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby have been
duly authorized by all necessary corporate action on the part of
the Investor. This Agreement has been duly executed and delivered
by the Investor and constitutes a valid and binding obligation of
the Investor, enforceable against the Investor in accordance with
its terms except that (i) such enforcement may be subject to
bankruptcy, insolvency, reorganization, moratorium or other
similar laws now or hereafter in effect relating to creditors'
rights, and (ii) the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to
equitable defenses and to the discretion of the court before
which any proceeding therefor may be brought.</p>

<p><u>No Violation; Consents and Approvals.</u> The execution and
delivery of this Agreement do not, and the consummation of the
transactions contemplated hereby and compliance with the terms
hereof will not, conflict with, or result in any violation of or
default under, (a) any provision of the charter or by-laws of the
Investor, (b) any judgment, order or decree, or material statute,
law, ordinance, rule or regulation applicable to the Investor or
the property or assets of the Investor or (c) any note, bond,
mortgage, indenture, license, agreement, lease or other
instrument or obligation to which the Investor is a party or by
which the Investor may be bound or affected or to which any of
its respective assets may be subject. No consent, approval, order
or authorization of, or registration, declaration or filing with,
any Governmental Entity or any third party is required to be
obtained or made by or with respect to the Investor in connection
with the execution and delivery of this Agreement or the
consummation by the Investor of the transactions contemplated
hereby.</p>

<p><u>Ownership</u>. As of the Closing Date, the Investor will be
the record owner and Beneficial Owner of the number and type of
Securities set forth opposite the Investor's name on <u>Schedule
I</u> hereto. The Investor does not own any other Securities, or
other obligations of the Company or any Subsidiary of the
Company. </p>

<p><u>Bank Holding Company</u>. The Investor is a bank holding
company registered with the Board of Governors of the Federal
Reserve System that has elected to be a &quot;financial holding
company&quot; under Part 225 of Title 12 of the Code of Federal
Regulations.</p>

<p><a name="_Toc27191474"><b>Representations and Warranties of
the Significant Shareholders</b></a></p>

<p>. Each member of the Significant Shareholder I Group and each
member of the Significant Shareholder II Group, jointly and
severally within each such Significant Shareholder Group and
severally but not jointly between such Significant Shareholder
Groups, represents and warrants to the Investor and the Company
as of the date of this Agreement and as of the Closing Date as
follows:</p>

<p><u>Organization; Authority</u>. With respect to each member of
such Significant Shareholder Group that is not a natural person,
such Significant Shareholder is duly organized, validly existing
and in good standing under the laws of its jurisdiction of
incorporation or organization, and has all requisite power and
authority to enter into this Agreement and to consummate the
transactions contemplated hereby, and that the execution,
delivery and performance of this Agreement and the consummation
of the transactions contemplated hereby have been duly authorized
by all necessary action on the part of such Significant
Shareholder. This Agreement has been duly executed and delivered
by each member of such Significant Shareholder Group, whether a
natural person or otherwise, and constitutes a valid and binding
obligation of each member of such Significant Shareholder Group,
enforceable against it in accordance with its terms except that
(i) such enforcement may be subject to bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter
in effect relating to creditors' rights, and (ii) the remedy of
specific performance and injunctive and other forms of equitable
relief may be subject to equitable defenses and to the discretion
of the court before which any proceeding therefor may be brought.</p>

<p><u>No Violation; Consents and Approvals.</u> The execution and
delivery of this Agreement do not, and the consummation of the
transactions contemplated hereby and compliance with the terms
hereof will not, conflict with, or result in any violation of or
default under, (a) any provision of the charter, by-laws or
similar organizational documents of any member of such
Significant Shareholder Group, where such Significant Shareholder
is not a natural person, (b) any judgment, order or decree, or
material statute, law, ordinance, rule or regulation applicable
to any member of such Significant Shareholder Group or the
property or assets of any member of such Significant Shareholder
Group or (c) any note, bond, mortgage, indenture, license,
agreement, lease or other instrument or obligation to which any
member of such Significant Shareholder Group is a party or by
which any member of such Significant Shareholder Group may be
bound or affected or to which any of its respective assets may be
subject. No consent, approval, order or authorization of, or
registration, declaration or filing with, any Governmental Entity
or any third party is required to be obtained or made by or with
respect to any member of such Significant Shareholder Group in
connection with the execution and delivery of this Agreement or
the consummation by such Significant Shareholder Group of the
transactions contemplated hereby.</p>

<p><u>Ownership</u>. (i) Each member of Significant Shareholder I
Group is the record owner and Beneficial Owner of the number and
type of Securities set forth opposite such Significant
Shareholder's name on <u>Schedule I</u> hereto. No member of the
Significant Shareholder I Group owns any other Securities, or
other obligations of the Company or any Subsidiary of the
Company; and (ii) each member of Significant Shareholder II Group
is the record owner and Beneficial Owner of the Class B Shares
set forth opposite such Significant Shareholder's name on <u>Schedule
I</u> hereto. No member of Significant Shareholder II Group owns
any other Class B Shares.</p>

<p>Except for the Shareholders Agreement, dated as of the date
hereof, among the Significant Shareholders and the Company and as
set forth in this Agreement, there are no contracts, agreements,
arrangements, understandings, proxies, or other commitments
relating to the ownership, voting or transfer of Equity Shares
Beneficially Owned by any member of such Significant Shareholder
Group other than trust and organizational documents relating to
the members of the Significant Shareholder Groups.</p>

<p><a name="_Toc27191475"><b>Representations and Warranties of
the Company</b></a></p>

<p>. The Company represents and warrants to each of the
Significant Shareholders and the Investor as of the date of this
Agreement as follows:</p>

<p><u>Organization; Authority</u>. The Company is a corporation
duly organized and validly subsisting under the laws of Ontario,
and has all requisite corporate power and authority to enter into
this Agreement and to consummate the transactions contemplated
hereby. The execution, delivery and performance of this Agreement
and the consummation of the transactions contemplated hereby have
been duly authorized by all necessary corporate action on the
part of the Company. This Agreement has been duly executed and
delivered by the Company and constitutes a valid and binding
obligation of the Company, enforceable against the Company in
accordance with its terms except that (i) such enforcement may be
subject to bankruptcy, insolvency, reorganization, moratorium or
other similar laws now or hereafter in effect relating to
creditors' rights, and (ii) the remedy of specific performance
and injunctive and other forms of equitable relief may be subject
to equitable defenses and to the discretion of the court before
which any proceeding therefor may be brought.</p>

<p><u>No Violation; Consents and Approvals.</u> The execution and
delivery of this Agreement do not, and the consummation of the
transactions contemplated hereby and compliance with the terms
hereof will not, conflict with, or result in any violation of or
default under, (i) any provision of the articles or by-laws of
the Company, (ii) any judgment, order or decree, or material
statute, law, ordinance, rule or regulation applicable to the
Company or the property or assets of the Company or (iii) any
note, bond, mortgage, indenture, license, agreement, lease or
other instrument or obligation to which the Company is a party or
by which the Company may be bound or affected or to which any of
its respective assets may be subject. No consent, approval, order
or authorization of, or registration, declaration or filing with,
any Governmental Entity or any third party is required to be
obtained or made by or with respect to the Company in connection
with the execution and delivery of this Agreement or the
consummation by the Company of the transactions contemplated
hereby.</p>

<p align="center"><b><br>
</b><a name="_Toc27191476"><b>CERTAIN COVENANTS AND AGREEMENTS</b></a></p>

<p><a name="_Toc27191477"><b>Transfer Restrictions</b></a></p>

<p>.</p>

<p>The Investor may not (and any purported Transfer in violation
of this Agreement shall be null and void and of no force and
effect), directly or indirectly (including through the Transfer
of a controlling interest in a controlled Affiliate), sell,
transfer, assign, grant a participation in, option, pledge,
hypothecate, encumber or otherwise dispose of by operation of law
or otherwise (each, a &quot;<b>Transfer</b>&quot;), any or all of
its Securities, except:</p>

<blockquote>
    <blockquote>
        <p>subject to Section 3.2(a), any Securities may be
        Transferred to a Permitted Transferee of the Investor; <u>provided</u>
        that such Transfer would not result in the Company or any
        of its Affiliates becoming subject to a material increase
        in regulatory obligations or a material restriction in
        its business operations;</p>
        <p>following the 18 month anniversary of the date of this
        Agreement, any Securities may be Transferred, where
        applicable:</p>
        <blockquote>
            <blockquote>
                <p>pursuant to Rule 144 under the U.S. Securities
                Act, or any successor to such rule, in the event
                all the conditions to such Transfer have been
                met;</p>
                <p>subject to Sections 3.2(b) and 3.3 hereof,
                upon delivery to the Company of a written opinion
                of legal counsel (who shall be reasonably
                satisfactory to the Company) addressed to the
                Company and in form and substance reasonably
                satisfactory to the Company to the effect that
                the proposed Transfer may be effected without
                registration under the U.S. Securities Act; </p>
                <p>subject to Sections 3.2(b) and 3.3 hereof,
                upon delivery of a &quot;no action&quot; letter
                from the SEC to the effect that the making of
                such a Transfer without registration under the
                U.S. Securities Act will not result in a
                recommendation by the staff of the SEC that
                action be taken with respect thereto; or</p>
                <p>subject to Sections 3.2(b) and 3.3 hereof,
                upon delivery to the Company of a written opinion
                of legal counsel (who shall be reasonably
                satisfactory to the Company) addressed to the
                Company and in form and substance reasonably
                satisfactory to the Company to the effect that
                the manner in which the proposed Transfer is to
                be effected (x) does not require the Company or
                the Investor to file and obtain a receipt for a
                prospectus by virtue of compliance by the
                Investor with an exemption from the prospectus
                requirements of the Ontario Securities Act, and
                (y) is exempt from the take-over bid requirements
                of Sections 95 to 100 of the Ontario Securities
                Act; and </p>
            </blockquote>
        </blockquote>
        <p>following the earlier of (A) the death of Significant
        Shareholder I Individual or (B)&nbsp;the third
        anniversary of the date of this Agreement, any Class A
        Shares may be Transferred pursuant to a registration
        statement in effect under the U.S. Securities Act
        including pursuant to the Registration Rights Agreement,
        subject to the terms and conditions thereof.</p>
    </blockquote>
</blockquote>

<p>No Significant Shareholder may (and any purported Transfer in
violation of this Agreement shall be null and void and of no
force and effect), directly or indirectly Transfer (including
through the Transfer of a controlling interest in a controlled
Affiliate) any Class B Shares, except: </p>

<blockquote>
    <blockquote>
        <p>subject to Section 3.2(a), any member of the
        Significant Shareholder I Group may Transfer Class B
        Shares to a Permitted Transferee of such Significant
        Shareholder other than any member of the Significant
        Shareholder II Group or any Permitted Transferee thereof;
        and</p>
        <p>subject to Section 3.2(a), any member of the
        Significant Shareholder II Group may Transfer Class B
        Shares to a Permitted Transferee of such Significant
        Shareholder.</p>
    </blockquote>
</blockquote>

<p><a name="_Toc27191478"><b>Agreement to be Bound; Effect on
Transferees</b></a></p>

<p>.</p>

<p>No Securities shall be Transferred to any Permitted Transferee
unless:</p>

<blockquote>
    <blockquote>
        <p>such Permitted Transferee shall have executed and
        delivered to the Company a joinder to this Agreement
        substantially in the form attached as <u>Exhibit A</u>
        hereto; and</p>
        <p>the Company shall have received (A) a written opinion
        of legal counsel (who shall be reasonably satisfactory to
        the Company) addressed to the Company and in form and
        substance reasonably satisfactory to the Company to the
        effect that the proposed Transfer may be effected without
        registration under the U.S. Securities Act or (B) a
        &quot;no action&quot; letter from the SEC to the effect
        that the making of such a Transfer without registration
        under the U.S. Securities Act will not result in a
        recommendation by the staff of the SEC that action be
        taken with respect thereto or (C) a written opinion of
        legal counsel (who shall be reasonably satisfactory to
        the Company) addressed to the Company and in form and
        substance reasonably satisfactory to the Company to the
        effect that the manner in which the proposed Transfer is
        to be effected (x) does not require the Company or the
        transferor to file and obtain a receipt for a prospectus
        by virtue of compliance by the transferor with an
        exemption from the prospectus requirements of the Ontario
        Securities Act, and (y) is exempt from the take-over bid
        requirements of Sections 95 to 100 of the Ontario
        Securities Act.</p>
    </blockquote>
</blockquote>

<p>No Securities shall be Transferred by the Investor pursuant to
Section 3.1(a)(ii)(B), (C) or (D) unless such transferee shall
have executed and delivered to the Company a joinder to this
Agreement substantially in the form attached as <u>Exhibit B</u>
hereto; <u>provided</u> that no such transferee shall be bound by
the terms and conditions of Article VI, except as provided in
Section 6.3.</p>

<p><a name="_Toc27191479"><b>Right of First Offer on Investor's
Securities.</b></a></p>

<p>If the Investor (the &quot;<b>Transferring Investor</b>&quot;)
desires to Transfer Securities (the &quot;<b>Investor First Offer
Securities</b>&quot;) pursuant to Section 3.1(a)(ii)(B), (C) or
(D) hereof in an amount that (on an as converted basis if the
Investor First Offer Securities include Debentures), exceeds 5%
of the outstanding Equity Shares on a fully diluted basis, the
Transferring Investor shall give prompt written notice (&quot;<b>Investor
First Offer Notice</b>&quot;) of such proposed Transfer to the
Company and the Significant Shareholders and shall grant the
Company (or its designee), first, and then the Significant
Shareholders, second, the right to purchase all such Investor
First Offer Securities on such terms as hereinafter set forth.
Such notice shall set forth the terms and conditions of such
proposed Transfer and the price for the Investor First Offer
Securities or the method of determining such price (the &quot;<b>Investor
Offer Price</b>&quot;).</p>

<p>The Company (or its designee) shall have the right, but not
the obligation, to purchase all, but not less than all, of the
Investor First Offer Securities. To exercise such right, the
Company shall, within 30 days after receipt of the Investor First
Offer Notice (the<b> </b>&quot;<b>Investor First Offer Option
Period</b>&quot;), notify the Transferring Investor in writing
that the Company (or its designee) desires to purchase, at the
Offer Price and upon the other terms and conditions set forth in
the Investor First Offer Notice, the Investor First Offer
Securities; <u>provided</u> that the Company (or its designee)
may substitute cash consideration for any non-cash consideration
included in the Investor Offer Price valued in accordance with
the last sentence of this Section 3.3(b). If the Company (or its
designee) does not elect to purchase all of the Investor First
Offer Securities, the Company shall promptly so notify the
Investor and each of the Significant Shareholders (&quot;<b>Company
Decline Notice</b>&quot;). Each of the Significant Shareholders
shall then have the right, but not the obligation, to purchase
all, but not less than all, of the Investor First Offer
Securities. If one or more of the Significant Shareholders elect
to purchase all of the Investor First Offer Securities, such
purchase shall be made <i>pro rata</i> by the participating
Significant Shareholders based on the relative amounts of Equity
Shares Beneficially Owned by such Significant Shareholders or as
they may otherwise agree. To exercise such right, a Significant
Shareholder shall, within 30 days after the receipt of the
Company Decline Notice (the &quot;<b>Investor Second Offer Option
Period</b>&quot;), notify the Transferring Investor in writing
that such Significant Shareholder desires to purchase, at the
Investor Offer Price and upon the other terms and conditions set
forth in the Investor First Offer Notice, the Investor First
Offer Securities; <u>provided</u> that any exercising Significant
Shareholder may substitute cash consideration for any non-cash
consideration included in the Investor Offer Price valued in
accordance with the last sentence of this Section 3.3(b).
Delivery of such notice by the Company or one or more of the
Significant Shareholders shall be deemed to create a binding
obligation of the Company (or its designee) or such Significant
Shareholders to purchase the Investor First Offer Securities, and
of the Transferring Investor to Transfer the Investor First Offer
Securities to the Company (or its designee) or such Significant
Shareholders, subject to the terms of this Agreement. If the
Investor Offer Price includes consideration other than cash, the
cash equivalent value of any non-cash consideration (grossed up
for any taxes payable due to the consideration being cash instead
of the proffered non-cash consideration) will be determined by
the Board in good faith, which determination will be binding upon
the Investor, the Company (or its designee) and the Significant
Shareholders.</p>

<p>If the Company (or its designee) or the Significant
Shareholders commit to purchase the Investor First Offer
Securities during the Investor First Offer Option Period or the
Investor Second Offer Option Period, as the case may be, the
Company (or its designee) or such Significant Shareholders, as
the case may be, shall have 60 days after the end of the
applicable offer option period to consummate such acquisition; <u>provided</u>
that the relevant period shall be extended as necessary to comply
with applicable securities laws. Such purchase shall occur at a
single closing on a date within such period reasonably
satisfactory to the Company, such Significant Shareholders and
the Transferring Investor.</p>

<p>If the Company and the Significant Shareholders irrevocably
waive their right to purchase, or otherwise do not commit to
purchase on a timely basis, the Investor First Offer Securities
during the Investor First Offer Option Period or Investor Second
Offer Option Period, as the case may be, or if the Company (or
its designee) or the Significant Shareholders do so commit but
fail to purchase all of the Investor First Offer Securities
within 60 days (or as extended pursuant to Section 3.3(c)) after
the end of the Investor First Offer Option Period or Investor
Second Offer Option Period, as the case may be (the date on which
occurs any of the foregoing, the &quot;<b>Investor Offer
Expiration Date</b>&quot;), then the Transferring Investor shall
have the right, but not the obligation, to secure a bona fide
offer for all, but not less than all, of the Investor First Offer
Securities from a third party and Transfer such Investor First
Offer Securities to such third party at a price equal to or
greater than the Investor Offer Price and on terms and conditions
no less favorable to the Transferring Investor than the terms and
conditions described in the Investor First Offer Notice; <u>provided</u>
that such Transfer to the bona fide third party is consummated
within 90 days following the Investor Offer Expiration Date upon
the same terms and conditions (other than the price which may be
the Investor Offer Price or a greater amount) as are set forth in
the Investor First Offer Notice (it being agreed that if such
Transfer is not consummated within such 90 day period, the
Transferring Investor must re-commence the applicable procedures
provided in this Agreement if it wishes to Transfer any
Securities).</p>

<p><a name="_Toc27191480"><b>Right of First Offer on Significant
Shareholders' Equity Shares</b></a></p>

<p>. So long as the Investor Beneficially Owns the Minimum Amount
of Class A Shares:</p>

<p>If any member of Significant Shareholder I Group (each, a
&quot;<b>Transferring Shareholder</b>&quot;) desires to Transfer
any of its Class A Shares (the &quot;<b>First Offer Securities</b>&quot;)
that would result in a Significant Shareholder Ownership Change,
the Transferring Shareholder shall give prompt written notice
(&quot;<b>First Offer Notice</b>&quot;) of such proposed Transfer
to the Company, Significant Shareholder II Group and the Investor
and shall grant the Investor, first, and the Significant
Shareholder II Group, second, the right to purchase all such
First Offer Securities on such terms as hereinafter set forth.
Such notice shall set forth the terms and conditions of such
proposed Transfer and the price for the First Offer Securities or
the method of determining such price (the &quot;<b>Offer Price</b>&quot;).</p>

<p>The Investor shall have the right, but not the obligation, to
purchase all, but not less than all, of the First Offer
Securities. To exercise such right, the Investor shall, within 30
days after receipt of the First Offer Notice (the &quot;<b>First
Offer Option Period</b>&quot;), notify the Transferring
Shareholder in writing that the Investor desires to purchase, at
the Offer Price and upon the other terms and conditions set forth
in the First Offer Notice, the First Offer Securities; <u>provided</u>
that the Investor may substitute cash consideration for any
non-cash consideration included in the Offer Price valued in
accordance with the last sentence of this Section 3.4(b). If the
Investor does not elect to purchase all of the First Offer
Securities, it shall promptly so notify the Transferring
Shareholder and the Significant Shareholder II Group (&quot;<b>Investor
Decline Notice</b>&quot;). Upon receipt of an Investor Decline
Notice, the members of Significant Shareholder II Group shall
have the right, but not the obligation, to purchase all, but not
less than all, of the First Offer Securities. If one or more of
the members of Significant Shareholder II Group elect to purchase
all of the First Offer Securities, such purchase shall be made <i>pro
rata</i> by the participating members of Significant Shareholder
II Group based on the relative amounts of Equity Shares
Beneficially Owned by them or as they may otherwise agree. To
exercise such right, a member of Significant Shareholder II Group
shall, within 30 days after receipt of the Investor Decline
Notice (the &quot;<b>Second Offer Option Period</b>&quot;),
notify the Transferring Shareholder in writing that such
Significant Shareholder desires to purchase, at the Offer Price
and upon the other terms and conditions set forth in the First
Offer Notice, the First Offer Securities; <u>provided</u> that
such Significant Shareholder may substitute cash consideration
for any non-cash consideration included in the Offer Price valued
in accordance with the last sentence of this Section 3.4(b).
Delivery of such notice by the Investor or one or more members of
Significant Shareholder II Group shall be deemed to create a
binding obligation of the Investor or such Significant
Shareholders to purchase the First Offer Securities, and of the
Transferring Shareholder to Transfer the First Offer Securities
to the Investor or to such Significant Shareholders, subject to
the terms of this Agreement. If the Offer Price includes
consideration other than cash, the cash equivalent value of any
non-cash consideration (grossed up for any taxes payable due to
the consideration being cash instead of the proffered non-cash
consideration) will be determined by the Board in good faith,
which determination will be binding upon the Significant
Shareholders, the Investor and the Transferring Shareholder.</p>

<p>If the Investor or the members of Significant Shareholder II
Group commit to purchase the First Offer Securities during the
First Offer Option Period or the Second Offer Option Period, as
the case may be, the Investor or such Significant Shareholders,
as the case may be, shall have 60 days after the end of the
applicable offer option period to consummate such acquisition; <u>provided</u>
that the relevant period shall be extended as necessary to comply
with applicable securities laws. Such purchase shall occur at a
single closing on a date within such period reasonably
satisfactory to the Investor, such Significant Shareholders and
the Transferring Shareholder.</p>

<p>If the Investor and the members of Significant Shareholder II
Group irrevocably waive their right to purchase, or otherwise do
not commit to purchase on a timely basis, the First Offer
Securities during the First Offer Option Period or Second Offer
Option Period, as the case may be, or if the Investor or the
members of Significant Shareholder II Group do so commit but fail
to purchase all of the First Offer Securities within 60 days (or
as extended pursuant to Section 3.4(c)) after the end of the
First Offer Option Period or Second Offer Option Period, as the
case may be (the date on which occurs any of the foregoing, the
&quot;<b>Offer Expiration Date</b>&quot;), then the Transferring
Shareholder shall have the right, but not the obligation, to
secure a bona fide offer for all, but not less than all, of the
First Offer Securities from a third party and Transfer such First
Offer Securities to such third party at a price equal to or
greater than the Offer Price and on terms and conditions no less
favorable to the Transferring Shareholder than the terms and
conditions described in the First Offer Notice; provided that
such Transfer to the bona fide third party is consummated within
90 days following the Offer Expiration Date upon the same terms
and conditions (other than the price which may be the Offer Price
or a greater amount) as are set forth in the First Offer Notice
(it being agreed that if such Transfer is not consummated within
such 90-day period, the Transferring Shareholder must re-commence
the applicable procedures provided in this Agreement if it wishes
to Transfer any Class A Shares).</p>

<p><a name="_Toc27191481"><b>Notice of a Significant Shareholder
Ownership Change</b></a></p>

<p>.<b> </b>So long as the Investor has the right to make an
Investor Offer pursuant to Section 7.1, promptly, but in any
event within 10 Business Days following a Significant Shareholder
Ownership Change, the Significant Shareholder which caused (or
whose Permitted Transferees caused) such Significant Shareholder
Ownership Change shall provide written notice (the &quot;<b>Significant
Shareholder Ownership Change Notice</b>&quot;) to the Investor,
the Company and the other Significant Shareholders stating that a
Significant Shareholder Ownership Change has occurred.</p>

<p><a name="_Toc27191482"><b>Notice of Significant Shareholder I
Individual Death</b></a></p>

<p>. So long as the Investor has the right to make an Investor
Offer pursuant to Section 7.1, as soon as practicable following
the Company's knowledge of the death of Significant Shareholder I
Individual, the Company shall provide written notice to the
Investor and each of the Significant Shareholders thereof.</p>

<p><a name="_Toc27191483"><b>Notice of Regulatory Event</b></a></p>

<p>. As soon as practicable following the Investor's knowledge of
(a) an event that may become a Regulatory Event or (b) the
occurrence of a Regulatory Event, the Investor shall provide
written notice (any such notice provided with respect to clause
(b), the &quot;<b>Regulatory Event Notice</b>&quot;) to the
Company and each of the Significant Shareholders thereof,
including the date on which such Regulatory Event first occurred.</p>

<p><a name="_Toc27191484"><b>Trading Restrictions</b></a></p>

<p>. Each of the Investor, the Company and the Significant
Shareholders agrees that he, she or it shall refrain from, and
the Company agrees that it shall use reasonable efforts to
prevent its officers and directors from, during any Restricted
Period, (a) trading Equity Shares or (b) taking any action with
the intent of, directly or indirectly, manipulating or otherwise
influencing the market value of the Equity Shares.
Notwithstanding anything herein to the contrary, no Restricted
Period shall begin with respect to the Investor, a Significant
Shareholder or the Company prior to the receipt by such party of
a Regulatory Event Notice or, in the case of a party required to
give a Regulatory Event Notice, the date such party has knowledge
of the occurrence of a Regulatory Event.</p>

<p><a name="_Toc27191485"><b>Voting Agreement</b></a></p>

<p>. At any meeting of the shareholders of the Company called
with respect to the transactions contemplated by the Asset
Purchase Agreement or the matters set forth in this Agreement,
and at any adjournment or adjournments thereof, and with respect
to any consent or proxies solicited with respect to the
transactions contemplated by the Asset Purchase Agreement or the
matters set forth in this Agreement, each Significant Shareholder
shall (a) vote (or cause to be voted) or deliver written consents
with respect to (or cause such consents to be delivered) the
Equity Shares held of record or Beneficially Owned by such
Significant Shareholder in favor of the approval of such
transactions and such matters, as the case may be, including (i)
the approval and adoption of an amendment to the Company's
By-Laws and Articles of Incorporation so that the Board shall
consist of up to 10 members, (ii) for the election of the
Investor Designees to the Board, as applicable, (iii) approval of
the issuance of the Second Viner Debenture and (iv) any Investor
Offer which is approved by the Independent Committee in
accordance with Section 7.1, and (b) vote (or cause to be voted)
the Equity Shares held of record or Beneficially Owned by such
Significant Shareholder against, or withhold written consents (or
cause such consents to be withheld) with respect to, any proposed
action that would result in the approval or occurrence of any of
the events specified in Section 4.3 unless the affirmative vote
or written consent of the Investor has been obtained with respect
to such event. Each Significant Shareholder further agrees not to
commit or take any action inconsistent with any of the foregoing.
Each Significant Shareholder, as the holder of Equity Shares,
shall be present, in person or by proxy, at all such meetings,
however such meeting is called and regardless of whether such
meeting is a special or annual meeting, of the shareholders of
the Company or at any adjournment or adjournments thereof so that
all Equity Shares are counted for the purpose of determining the
presence of a quorum at such meetings.</p>

<p><a name="_Toc27191486"><b>Significant Shareholders Obligation
to Sell in Connection with an Investor Offer</b></a></p>

<p>. In the event that the Independent Committee approves an
Investor Offer in accordance with Section 7.1 hereof, each of the
Significant Shareholders agrees that it shall sell all the Equity
Shares Beneficially Owned by it to the Investor pursuant to the
terms and conditions of such approved Investor Offer.</p>

<p align="center"><b><br>
</b><a name="_Toc27191487"><b>CORPORATE GOVERNANCE MATTERS</b></a></p>

<p><a name="_Toc27191488"><b>Investor Observer Rights</b></a></p>

<p>.</p>

<p>So long as the Investor Beneficially Owns at least the Minimum
Amount of Class A Shares, the Investor shall have the right to
designate up to two observers reasonably acceptable to the
Company and Significant Shareholder I Individual (the &quot;<b>Observers</b>&quot;)
to attend meetings of the Board held prior to the date of the
Company's 2003 Annual Meeting of Shareholders; <u>provided</u>
that the Investor shall have given prior written notice to the
Company and Significant Shareholder I Individual of its intention
to exercise its right to designate Observers (an &quot;<b>Observer
Notice</b>&quot;). Each Observer Notice shall include the name
and age of each Observer to which such Observer Notice relates,
as well as reasonable background information with respect to each
such Observer including all positions and offices each such
Observer holds or has held with the Investor and its Affiliates,
other directorships that each such Observer holds or has held and
the name of each such Observer's current employer together with a
description of such current employment. In the event that within
10 Business Days following the timely receipt of an Observer
Notice, the Company or Significant Shareholder I Individual
provides written notice to the Investor reasonably objecting to
the nomination of an Observer, the parties hereto shall use good
faith efforts to agree on a different individual to serve as an
Investor Designee. </p>

<p>The Company shall give each Observer written notice of each
meeting of the Board at the same time and in the same manner as
the Directors are given notice of such meetings, and the Company
shall permit each Observer to attend as an observer all meetings
of the Board, including participating by phone in telephonic
meetings of the Board. Each Observer shall be entitled to receive
all written materials and other information given to the
Directors in connection with such meetings at the same time and
in the same manner as such materials and information are given to
the Directors, and the Investor undertakes to cause each Observer
to keep such materials and information confidential. If the
Company proposes to take any action by written consent in lieu of
a meeting of the Board, the Company shall give written notice
thereof to each Observer prior to the effective date of such
consent. The Company shall provide to each Observer all written
materials and other information given to the Directors in
connection with such action by written consent at the same time
and in the same manner as such materials and information are
given to the Directors, and the Investor undertakes to cause each
Observer to keep such materials and information confidential.
Notwithstanding any of the foregoing provisions of this Section
4.1, in no event shall the Observers have the right to vote on or
act by written consent in respect of any matter presented to the
Board. The Investor shall pay the reasonable out-of-pocket
expenses of each Observer incurred in connection with attending
such meetings.<b> </b>The rights of the Investor contained in
this Section 4.1 shall terminate on the date on which the
Company's 2003 Annual Meeting of Shareholders is held.</p>

<p><a name="_Toc27191489"><b>Investor's Board Representation</b></a></p>

<p>. Commencing with the Company's 2003 Annual Meeting of
Shareholders and until the earlier of clauses (ii) and (iii) of
the definition of Investor Rights Expiration Date:</p>

<p>The Investor shall have the right to designate up to two
persons who are resident Canadians within the meaning of the
Business Corporation Act (Ontario) and reasonably acceptable to
the Company and Significant Shareholder I Individual (the &quot;<b>Investor
Designees</b>&quot;) for nomination as Directors at each Annual
Meeting of Shareholders of the Company; <u>provided</u> that the
Investor shall have notified the Company and Significant
Shareholder I Individual in writing prior to February 15 of the
year in which such meeting is to be held of its intention to
exercise its right to designate Investor Designees (an &quot;<b>Investor
Designee Notice</b>&quot;); <u>provided</u> <u>further</u> that
in the event that the Investor Beneficially Owns (x) at least 10%
but less than 15% of the Equity Shares, the Investor shall only
have the right to appoint up to 1 Investor Designee and (y) less
than 10% of the Equity Shares, the Investor shall not have the
right to appoint any Investor Designees. Each Investor Designee
Notice shall include the name and age of each Investor Designee
to which such Investor Designee Notice relates, as well as
reasonable background information with respect to each such
Investor Designee including all positions and offices each such
Investor Designee holds or has held with the Investor and its
Affiliates, other directorships that each such Investor Designee
holds or has held and the name of each such Investor Designee's
current employer together with a description of such current
employment. In the event that within 10 Business Days following
the timely receipt of an Investor Designee Notice the Company or
Significant Shareholder I Individual provides written notice to
the Investor reasonably objecting to any Investor Designee's
nomination as a Director, the parties hereto shall use good faith
efforts to agree on a different individual to serve as an
Investor Designee. In the event the Company timely receives an
Investor Designee Notice, the Company shall use reasonable best
efforts, (i) to cause the Company's By-Laws and Articles of
Incorporation to be amended so that the Board shall consist of up
to 10 members, (ii) to include the Investor Designees as part of
the nominees to the Board on each slate of nominees for election
to the Board (A) proposed by the Company's nominating committee,
if any (or if there is no such nominating committee, the Board or
any other duly authorized committee thereof) and (B) presented to
and recommended by the Board to the Company's shareholders, (iii)
to recommend the election of the Investor Designees to the
shareholders of the Company, and (iv) without limiting the
foregoing, to otherwise use reasonable best efforts to cause the
Investor Designees to be elected to the Board.</p>

<p>In the event that either of the Investor Designees cease to
serve as a member of the Board during their term of office for
any reason, the Company shall use reasonable efforts to fill the
resulting vacancy on the Board with a member designated by the
Investor who is reasonably acceptable to the Company and
Significant Shareholder I Individual.</p>

<p>With respect to each Investor Designee who resigns pursuant to
Section 4.6(a), the Investor shall have the right to designate an
Investor Designee for nomination to the Board pursuant to Section
4.2(a) at the first Annual Meeting of the Shareholders of the
Company following such resignation; <u>provided</u> that such
Investor Designee serving on the Board would not result in the
Company being deemed a BHC Subsidiary of the Investor.</p>

<p><a name="_Toc27191490"><b>Restrictive Covenants</b></a></p>

<p>. Until the Investor Rights Expiration Date, the Company shall
not, without first obtaining the affirmative vote or written
consent of the Investor:</p>

<p>alter, repeal or amend the Articles of Incorporation or
By-laws of the Company in a manner that would have the effect of
prohibiting or materially restricting the Investor's ability to
exercise its rights contained in this Agreement;</p>

<p>enter into, or permit any of its Affiliates to enter into, any
non-competition agreements that would restrict the Investor
and/or its Affiliates, either before or after any exercise by the
Investor of any of its rights to make an Investor Offer, from
competing in any commercial banking business in which such Person
was engaged on the date of this Agreement; <u>provided</u> that
the foregoing shall not restrict the Company from entering into
any non-solicitation agreements in connection with any merger,
consolidation or any similar acquisition or business combination
transaction or any strategic alliances or similar transactions;</p>

<p>engage in a Brokerage Sale, other than in connection with an
Acquisition Transaction approved by the Board in which the
Investor receives the same consideration as the other holders of
Class A Shares (on an as converted basis if the Investor still
holds Debentures); or</p>

<p>adopt or recommend the adoption of a &quot;poison pill&quot;
shareholder rights plan or similar anti-takeover measure.</p>

<p><a name="_Toc27191491"><b>Information Rights</b></a></p>

<p>. Subject to applicable Law, until the Investor Rights
Expiration Date or for so long as the Company or any of its
Affiliates is subject to any covenant set forth in Section 4.5,
the Company shall provide to the Investor Designated Officer (a)
all information provided to the Directors and (b) all material
non-public regulatory filings with the SEC, NYSE or TSX which
refer to the Investor; <u>provided</u>, <u>however</u>, that any
information provided in accordance with this Section 4.4 shall be
subject to the execution and delivery by each of the Investor and
the Investor Designated Officer of a customary confidentiality
agreement which agreement will, among other things, prohibit the
disclosure of such information to representatives of investment
banks, brokerage firms, or other financial institutions that are
competitors of the Company.</p>

<p><a name="_Toc27191492"><b>Company Regulatory Covenants</b></a></p>

<p>.</p>

<p>At any time when the Company is a BHC Subsidiary of the
Investor:</p>

<blockquote>
    <blockquote>
        <p>The Company shall, and shall cause each of its
        Affiliates to, (A) not engage in any activity prohibited
        by the BHC Act or other Banking Regulation, (B) comply
        with all Banking Regulations applicable to the Company
        and its Affiliates by reason of the Investor's investment
        in the Company and (C) not take any action that would
        result in it being impermissible under Canadian Banking
        Regulation for Investor to hold indefinitely a
        &quot;substantial investment&quot; (as defined in the
        Bank Act (Canada)) in the Company and its Subsidiaries.</p>
        <p>The Company and its Affiliates shall permit any Agency
        examiner, at the Investor's or Agency's expense, to visit
        and inspect the properties and to examine the books of
        account and records of the Company and its Affiliates and
        to discuss the Company's and its Affiliate's affairs,
        finances and accounts with its officers, all at such
        reasonable times as may be requested by the Agency. </p>
        <p>The Company shall promptly deliver to the Investor
        copies of all material correspondence and reports between
        the Company or any of its Affiliates with any Agency, and
        promptly disclose to the Investor all material oral
        requests, inquiries or complaints between any Agency and
        the Company or its Affiliates.</p>
        <p>The Company shall, as reasonably requested by the
        Investor, disclose to and discuss with the Investor or
        its Subsidiaries and Affiliates the basis and
        determination of all financial, accounting, tax and
        regulatory positions, policies, procedures, reports and
        filings, including the Company's and its Affiliate's
        evaluation and compliance with accounting standards, tax
        standards, and reporting standards pursuant to any
        Banking Regulations, prior to the preparation, filing or
        distribution of such reports and filings.</p>
        <p>The Company shall maintain the books, accounts and
        records of the Company, and prepare the financial
        statements of the Company in accordance with United
        States and Canadian GAAP, as in effect from time to time,
        consistently applied, and in accordance with the
        Company's past custom and practice.</p>
        <p>The Company shall permit the Investor and any assignee
        of the Investor, at the Investor's expense, to visit and
        inspect the properties and to examine the books of
        account and records of the Company and its Affiliates and
        to discuss the Company's and its Affiliate's affairs,
        finances and accounts with its officers, all at such
        reasonable times as may be requested by the Investor or
        its assignee.</p>
    </blockquote>
</blockquote>

<p>If (i) as a result of the Investors' investment in the
Company, (A) the Investor or its Affiliates may be held
accountable for the conduct of the Company or its Affiliates by
any governmental or regulatory agency or self-regulatory
organization that administers or enforces Banking Regulations
(each, an &quot;<b>Agency</b>&quot;) or (B) an Agency will take
into account the Company or any of its Affiliates in determining
an examination rating for the Investor or any of its Affiliates,
or (ii) Investor &quot;controls&quot; the Company and the Company
or any of its Affiliates, &quot;controls&quot; a &quot;depository
institution&quot; (as such terms are defined in the BHC Act),
then the Company and its Affiliates will promptly institute,
modify, observe and follow such related capital management, risk
management, compliance and other procedures, policies, systems,
controls, management structures and programs as are reasonably
requested by the Investor or any of its Affiliates from time to
time and reasonably agreed by the Company as appropriate measures
in response to the foregoing.</p>

<p>The Company and its Affiliates shall cooperate with the
Investor in respect of any examinations and regulatory filings of
the Investor or its Affiliates that are required to include the
Company or any of its Affiliates.</p>

<p>The Company shall, and shall cause each of its Subsidiaries
and Affiliates to, comply with all Banking Regulations applicable
to their businesses.</p>

<p><a name="_Toc27191493"><b>Regulatory Events</b></a></p>

<p>. Subject to the terms and conditions of this Agreement:</p>

<p>In the event that a Regulatory Event that subjects the
business of the Company or any of its Affiliates to material
restrictions occurs, the Investor and the Company shall promptly
use reasonable best efforts to take actions necessary to ensure
that the Company is not deemed a BHC Subsidiary of the Investor.
Unless otherwise agreed by the Investor and the Company, such
actions shall include the Investor promptly causing one or more
Investor Designees to resign from the Board in the event that the
Investor and the Company mutually agree that such resignations
would ensure that the Investor is not deemed to control the
Company.</p>

<p>In the event that a Regulatory Event that subjects the
business of the Company or any of its Affiliates to material
restrictions occurs and for so long as the Company is deemed a
BHC Subsidiary of the Investor, the Investor shall have 90 days
from the later of (i) the date such material restrictions
commence or (ii) the irrevocable waiver of all rights of first
offer under Section 3.3, if applicable, to Transfer to a third
party only the number of Regulatory Call Securities required to
ensure that the Company is not deemed a BHC Subsidiary of the
Investor; <u>provided</u> that the Investor shall not have any
obligation to Transfer any Regulatory Call Securities if the
Regulatory Event is cured such that there is no material
restriction on the business of the Company or its Affiliates.</p>

<p>In the event that the Company continues to be deemed a BHC
Subsidiary of the Investor after the expiration of the 90 day
period set forth in Section 4.6(b) above, the Company (or its
designee) shall be entitled, in its sole discretion, by the
Company giving written notice (the &quot;<b>Regulatory Call
Notice</b>&quot;) to the Investor no later than 20 Business Days
after such Regulatory Event first occurred, to require the
Investor to sell at the Regulatory Call Purchase Price (the
&quot;<b>Regulatory Call Right</b>&quot;), only the number of
Regulatory Call Securities required to ensure that the Company is
not deemed a BHC Subsidiary of the Investor. The Regulatory Call
Notice shall specify the amount of each type of Regulatory Call
Securities to be purchased, shall contain an irrevocable
commitment to purchase such Regulatory Call Securities in the
manner set forth in this Section 4.6(b) and shall specify the
date such Regulatory Call Securities are to be sold (which date
shall be no earlier than five Business Days after the date of the
Regulatory Call Notice and no later than 20 Business Days after
the date of the Regulatory Call Notice) (the &quot;<b>Regulatory
Call Closing Date</b>&quot;). </p>

<p>The consummation of the transactions pursuant to an exercised
Regulatory Call Right shall take place on the Regulatory Call
Closing Date in accordance with this Section 4.6(c), except if
the Regulatory Event is cured such that there is no material
restriction on the business of the Company or its Affiliates on
or prior to the Regulatory Call Closing Date, then no such
transactions shall take place. On the Regulatory Call Closing
Date, the Company (or its designee) shall pay the Regulatory Call
Purchase Price to the Investor by executing and delivering to the
Investor a subordinated promissory note of the Company (or its
designee) in the form attached hereto as <u>Exhibit C</u> (the
&quot;<b>Regulatory Call Note</b>&quot;) in exchange for the
Regulatory Call Securities being purchased. The Investor shall
cause the Regulatory Call Securities being purchased to be
delivered to the Company (or its designee) at the closing free
and clear of all liens, charges or encumbrances of any kind. The
Investor shall take all such actions as the Company (or its
designee) reasonably requests to vest in the Company (or its
designee) title to the Regulatory Call Securities being purchased
free of any lien, charge or encumbrance incurred by or through
the Investor.</p>

<p>Notwithstanding anything in this Agreement to the contrary,
the exercise of any Regulatory Call Right for Class A Shares
shall be subject to the Company being exempt from, and there
having been no regulatory proceeding commenced or threatened in
respect of, any requirement or alleged requirement to make an
offer to repurchase Equity Shares of any other shareholder of the
Company arising by virtue of any exercise of such Regulatory Call
Right, as the case may be, including any such requirement arising
pursuant to the issuer bid provisions of Part XX of the Ontario
Securities Act.</p>

<p><a name="_Toc27191494"><b>Investor Regulatory Covenants</b></a></p>

<p>. The Investor shall take all actions required by applicable
Law to be taken by the Investor with respect to the Investor's
investment in the Company, including (a) filing with the SEC all
reports and other filings required to be filed by the Investor
pursuant to the Exchange Act and (b) complying with Section 101
of the Ontario Securities Act.</p>

<p align="center"><b><br>
</b><a name="_Toc27191495"><b>PRE-EMPTIVE RIGHTS</b></a></p>

<p><a name="_Toc27191496"><b>Pre-emptive Rights</b></a></p>

<p>. Until the Investor Rights Expiration Date:</p>

<p>If the Company proposes a Financing Transaction, then the
Company shall permit the Investor (the &quot;<b>Pre-empting
Shareholder</b>&quot;) to participate in the offering of New
Securities pursuant to such Financing Transaction (the &quot;<b>Pre-emptive
Rights</b>&quot;) by granting the Pre-empting Shareholder the
right to purchase up to that number of New Securities, at the
same price and on the same terms as such New Securities are
issued or sold by the Company in such Financing Transaction, so
that the Pre-empting Shareholder would, after the issuance or
sale of all such New Securities, Beneficially Own 35% of the
Equity Shares (calculated on an as converted and fully diluted
basis) (the &quot;<b>Proportionate Percentage</b>&quot;). </p>

<p><a name="_Toc296489"></a>The Company shall give the
Pre-empting Shareholder written notice of its intention to issue
and sell New Securities in a Financing Transaction, describing
the type of New Securities, the price range in which such New
Securities are intended to be sold (the &quot;<b>Pre-emptive
Price Range</b>&quot;) and the general terms and conditions upon
which the Company proposes to issue the same. The Pre-empting
Shareholder shall have 10 Business Days from the giving of such
notice to agree to purchase up to that number of New Securities,
for the price at which such New Securities are issued and sold
(provided such price is within the Pre-emptive Price Range) and
upon the terms and conditions specified in the notice by giving
written notice to the Company and stating therein the quantity of
New Securities to be purchased, so that the Pre-empting
Shareholder would, after the issuance or sale of all such New
Securities, Beneficially Own the Proportionate Percentage.</p>

<p><a name="_Toc296490"></a>If the Pre-empting Shareholder fails
to exercise in full its Pre-emptive Rights within such 10
Business Days, the Company shall have 90 days thereafter to enter
into a binding agreement to sell the remainder of the New
Securities in respect of which the Pre-empting Shareholder's
Pre-emptive Rights were not exercised, at a price within the
Pre-emptive Price Range and upon general terms and conditions no
more favorable to the purchasers thereof than specified in the
Company's notice to the Pre-empting Shareholder pursuant to
Section 5.1(b). If the Company has not entered into a binding
agreement to sell the New Securities within such 90 days, the
Company shall not thereafter agree to issue or sell any New
Securities in a Financing Transaction, without again offering the
Pre-empting Shareholder the right to purchase New Securities so
that the Pre-empting Shareholder would, after the issuance or
sale of all such New Securities, Beneficially Own the
Proportionate Percentage of the New Securities in the manner
provided above. </p>

<p align="center"><b><br>
</b><a name="_Toc27191497"><b>STANDSTILL PROVISIONS</b></a></p>

<p><a name="_Toc27191498"><b>Standstill</b></a></p>

<p>. During the Standstill Period, the Investor shall not, and
shall cause its Affiliates not to, directly or indirectly, alone
or in concert with others:</p>

<p>acquire, offer or propose to acquire or agree or seek to
acquire, whether by purchase, tender or exchange offer, take-over
bid or otherwise (including through the acquisition of control of
another Person), Beneficial Ownership of any Equity Shares, other
than: </p>

<blockquote>
    <blockquote>
        <p>as a result of a stock split, stock dividend, or other
        pro rata stock distribution to holders of Equity Shares; </p>
        <p>pursuant to any exchange or conversion of the
        Debentures in accordance with their terms, including
        Section 5.1(b) of the Exchangeable Debentures; </p>
        <p>pursuant to the exercise of Pre-emptive Rights in
        accordance with the terms of Section 5.1 hereof;</p>
        <p>following a Non-Preemptive Rights Issuance, pursuant
        to one or more open market purchases from time to time; <u>provided</u>
        that immediately following any such purchase, the
        Investor shall not Beneficially Own Equity Shares in
        excess of the Investor's proportionate interest of the
        issued and outstanding Equity Shares (on a fully diluted
        basis) immediately prior to such Non-Preemptive Rights
        Issuance, as reduced by the amount, if any, by which such
        proportionate interest was reduced following the time of
        such Non-Preemptive Rights Issuance due to any reason
        other than a Non-Preemptive Rights Issuance; </p>
        <p>pursuant to a bona fide offer by the Investor to enter
        into an Acquisition Transaction for all of the
        outstanding Equity Shares in response to the Company's
        public announcement that it has received and not rejected
        a Third Party Offer;</p>
        <p>pursuant to the purchase of First Offer Securities in
        accordance with the terms of Section 3.4 hereof;</p>
        <p>in connection with a purchase pursuant to Section 7.1
        hereof that would result in the Investor Beneficially
        Owning at least 90% of the outstanding Equity Shares;</p>
        <p>through the acquisition of any Person that
        Beneficially Owns Equity Shares; <u>provided</u> that (A)
        a significant purpose of such transaction is not to avoid
        the provisions of this Article IV and (B) if following
        such transaction the Investor, together with its
        Affiliates, have Beneficial Ownership of Equity Shares in
        excess of the number of Equity Shares permitted to be
        acquired in accordance with Section 6.1(a)(iv), the
        Investor shall, as soon as is reasonably practicable,
        take all action necessary to reduce any such excess; and</p>
        <p>in the event that the issuance of the Second Viner
        Debenture is not approved by the shareholders of the
        Company at the Company's 2003 Annual Meeting of
        Shareholders, pursuant to one or more open market
        purchases from time to time; <u>provided</u> that
        immediately following any such purchase, the Investor
        shall not Beneficially Own Equity Shares in excess of the
        sum of (x) the number of Equity Shares the Investor
        Beneficially Owned immediately prior to such purchase
        plus (y) the number of Equity Shares into which the
        Second Viner Debenture would have been exchangeable as of
        the date of such purchase (had such debenture been
        issued); or</p>
    </blockquote>
</blockquote>

<p>propose to enter into, or announce or disclose any intention
to propose to enter into any tender offer, take-over bid,
amalgamation, merger, consolidation or any similar acquisition or
business combination transaction involving the Company or its
Affiliates, or to purchase, directly or indirectly, all or a
material portion of the assets of the Company or any of its
Affiliates, other than:</p>

<blockquote>
    <blockquote>
        <p>in connection with a bona fide offer by the Investor
        to enter into an Acquisition Transaction for all of the
        outstanding Equity Shares in response to the Company's
        public announcement that it has received and not rejected
        a Third Party Offer; or</p>
        <p>in connection with a purchase pursuant to Section 7.1
        hereof that would result in the Investor Beneficially
        Owning at least 90% of the outstanding Equity Shares;</p>
    </blockquote>
</blockquote>

<p>make, or in any way participate in any
&quot;solicitation&quot; of &quot;proxies&quot; (as such terms
are defined or used in regulation 14A of the Exchange Act or the
Ontario Securities Act) to vote, or seek to advise or influence
any Person with respect to the voting of, any voting securities
of the Company, or become a &quot;participant&quot; in any
&quot;election contest&quot; (as such terms are defined or used
in Regulation 14A of the Exchange Act) relating to the election
of Directors, or initiate, propose or solicit holders of voting
securities of the Company for the approval of any shareholder
proposal; demand a copy of the Company's stock ledger or list of
shareholders; call or attempt to call any meeting of the
Company's shareholders; seek to elect, designate or have the
right to designate any Director other than pursuant to Section
4.2 hereof; or otherwise attempt to influence control over the
Company (other than pursuant to Section 4.2 or 3.3 hereof);</p>

<p>form, join or in any way participate in a Group or otherwise
act in concert with any Person (i) for the purpose of
circumventing the provisions of this Agreement or (ii) for the
purpose of acquiring, holding, voting or disposing of any
securities of the Company or any of its Subsidiaries;</p>

<p>deposit any Equity Shares in a voting trust or subject any
Equity Shares to any voting arrangement, proxy or other or
agreement with respect to the voting of such shares or other
agreement or arrangement having a similar effect (other than any
voting arrangement or agreement with respect to the voting of
such shares with an Affiliate of the Investor);</p>

<p>arrange, assist, encourage or otherwise participate in the
arranging of, financing for the purchase of any Equity Shares or
options, warrants or other securities or rights convertible or
exchangeable into or exercisable for any Equity Shares or any
other such equity securities by any Person;</p>

<p>enter into any discussions, negotiations, arrangements or
understandings with any other Person with respect to any of the
foregoing activities or propose any such activities to any other
Person; or</p>

<p>disclose or publicly announce any intention, plan or
arrangement inconsistent with the foregoing.</p>

<p>Notwithstanding anything contained in this Article VI to the
contrary, the provisions of this Article VI shall not prohibit
the Investor or its Affiliates, to the extent such activities
engaged in the ordinary course of its respective business
operations, from engaging in (i) proprietary and third party
portfolio and asset management and merchant banking and fund
activities, (ii) securities trading and brokerage activities and
(iii) advisory and other investment and commercial banking
activities.</p>

<p><a name="_Toc27191499"><b>Amendments to Standstill Provisions</b></a></p>

<p>. The Investor agrees that, during the Standstill Period,
neither it nor any of its Affiliates will request the Company or
its advisors, directly or indirectly, to amend, terminate or
waive any provision of this Article VI.</p>

<p><a name="_Toc27191500"><b>Applicability of Standstill
Provisions on Transferees</b></a></p>

<p>. If the Investor Transfers Debentures or Class A Shares to a
Person or Group which, following such Transfer, Beneficially Owns
10% or more of the outstanding Equity Shares (on an as converted
and fully diluted basis), such Transfer shall be conditioned on
such Person or Group, as the case may be, agreeing in writing in
a manner reasonably acceptable in form and substance to the
Company to be bound by the terms and conditions of this Article
VI as if such Person or Group, as the case may be, were the
Investor hereunder. Notwithstanding any such Transfer, the
Investor shall remain bound by the terms and conditions of
Article VI during the Standstill Period.</p>

<p align="center"><b><br>
</b><a name="_Toc25710750"><b>LIQUIDITY EVENTS</b></a></p>

<p><a name="_Toc27191502"><b>Investor Offer</b></a></p>

<p>. </p>

<p>So long as the Investor Beneficially Owns at least the Minimum
Amount of Class A Shares, on any Offer Date, the Investor shall
have the right to make an offer (an &quot;<b>Investor Offer</b>&quot;)
to acquire all of the outstanding Equity Shares (together with
options, warrants and all other securities and rights convertible
or exchangeable into or exercisable for any Equity Shares and
securities convertible into Equity Shares); <u>provided</u> that
(i) such Investor Offer shall include the same form and amount of
per share consideration payable to the Class A Shares as is
payable to the Class B Shares, and (ii) the consideration may be
in the form of cash, stock or a combination of cash and stock. An
Investor Offer shall be made in writing, setting forth in
reasonable detail the material terms and conditions of such
Investor Offer and shall be delivered to the Board. As soon as
reasonably practicable following receipt of an Investor Offer,
the Board shall establish a committee of Independent Directors
(the &quot;<b>Independent Committee</b>&quot;) to consider in
good faith such Investor Offer.</p>

<p>In the event that an Investor Offer is approved by the
Independent Committee, the Company, subject to and in compliance
with all applicable Laws, shall act expeditiously and cooperate
with the Investor to complete the transaction contemplated by the
Investor Offer.</p>

<p>At the written request of the Investor, the Company shall,
during the 60-day period immediately prior to any Offer Date,
provide the Investor and its authorized representatives
reasonable access, during regular business hours and upon
reasonable notice, to conduct due diligence on the Company as
they may reasonably request; <u>provided</u> that the Investor
and its authorized representatives shall not interfere with the
operation of the Company's business; <u>provided</u>, <u>further</u>,
that any information provided in accordance with this Section
7.1(c) shall be subject to a customary confidentiality agreement
which agreement will, among other things, prohibit the disclosure
of such information to representatives of investment banks,
brokerage firms, or other financial institutions that are
competitors of the Company. Notwithstanding anything in this
Section 7.1(c) to the contrary, in no event shall this Section
7.1(c) require the Company to provide any broker specific
information to the Investor or its authorized representatives.</p>

<p>In the event that the Investor submits an Investor Offer on an
Offer Date, then for a period of 30 days from the receipt by the
Company of such Investor Offer (&quot;<b>Exclusivity Period</b>&quot;),
(i) neither the Company nor its representatives or agents shall
solicit offers from, negotiate with or provide financial or
operating information to, any party other than the Investor for
the purpose of determining any interest in any Acquisition
Transaction and, (ii) the Company shall negotiate exclusively
with the Investor in connection with such a transaction.</p>

<p>If the Company and the Investor have not entered into a
definitive agreement relating to the transaction contemplated by
such Investor Offer by the end of the Exclusivity Period, then
for a period of 90 days following the end of such Exclusivity
Period the Company shall promptly notify the Investor in the
event that it engages in discussions or negotiations with any
third party concerning any Acquisition Transaction, which notice
shall include a summary of the nature and amount of the
consideration under discussion, but shall not be required to
include the identity of such third party (each, a &quot;<b>Third
Party Bidder</b>&quot;). In no event shall the Company (i) be
required to update any information provided to the Investor
pursuant to the immediately preceding sentence or (ii) provide to
any Third Party Bidder any information regarding the Company or
its Subsidiaries that is not subject to a customary
confidentiality agreement.</p>

<p align="center"><b><br>
</b><a name="_Toc27191503"><b>MISCELLANEOUS</b></a></p>

<p><a name="_Toc27191504"><b>Entire Agreement</b></a></p>

<p>. This Agreement and the exhibits, schedules and other
documents referred to herein which form a part hereof, contain
the entire understanding of the parties hereto with respect to
their subject matter. This Agreement supersedes all prior
agreements and understandings, oral and written, with respect to
its subject matter.</p>

<p><a name="_Toc27191505"><b>Severability</b></a></p>

<p>. Should any provision of this Agreement for any reason be
declared invalid or unenforceable, such decision shall not affect
the validity or enforceability of any of the other provisions of
this Agreement, which other provisions shall remain in full force
and effect and the application of such invalid or unenforceable
provision to persons or circumstances other than those as to
which it is held invalid or unenforceable shall be valid and be
enforced to the fullest extent permitted by law.</p>

<p><a name="_Toc27191506"><b>Notices</b></a></p>

<p>. All notices, requests, demands, waivers and other
communications required or permitted to be given under this
Agreement shall be in writing and shall be deemed to have been
duly given if delivered personally, by mail (certified or
registered mail, return receipt requested), by recognized
overnight courier or by facsimile transmission (receipt of which
is confirmed):</p>

<blockquote>
    <blockquote>
        <blockquote>
            <blockquote>
                <p>(i) if to the Company, to: </p>
                <p>Fahnestock Viner Holdings Inc.</p>
                <p>20 Eglinton Avenue West</p>
                <p>Suite 1110, Box 2015</p>
                <p>Toronto Ontario M4R 1K8</p>
                <p>CANADA</p>
                <p>Fax: (416) 322-7007</p>
                <p>Attention: E.K. Roberts</p>
                <p>with a copy to:</p>
                <p>Borden Ladner Gervais LLP</p>
                <p>Scotia Plaza, Suite 4400</p>
                <p>40 King Street West</p>
                <p>Toronto, Ontario M5H 3Y4</p>
                <p>CANADA</p>
                <p>Attention: A. Winn Oughtred, Esq.</p>
                <p>Telephone: (416) 367-6247</p>
                <p>Facsimile: (416) 361-7076</p>
                <p>Email: woughtred@blgcanada.com</p>
                <p>(ii) if to Significant Shareholder I
                Individual, Significant Shareholder I L.P.,
                Significant Shareholder I Limited or the
                Foundation:</p>
            </blockquote>
        </blockquote>
    </blockquote>
</blockquote>

<blockquote>
    <blockquote>
        <blockquote>
            <blockquote>
                <p>Phase II Financial Ltd.</p>
            </blockquote>
        </blockquote>
    </blockquote>
</blockquote>

<blockquote>
    <blockquote>
        <blockquote>
            <blockquote>
                <p>c/o Fahnestock &amp; Co., Inc.</p>
                <p>125 Broad Street</p>
                <p>New York, NY 10004</p>
                <p>Fax: (212) 943-8728</p>
                <p>Attention: Albert G. Lowenthal</p>
                <p>with a copy to:</p>
                <p>Skadden, Arps, Slate, Meagher &amp; Flom LLP</p>
                <p>Four Times Square</p>
                <p>New York, NY 10036-6522</p>
                <p>Fax: (212) 735-2000</p>
                <p>Attention: Patricia Moran, Esq.</p>
                <p>(iii) if to Significant Shareholder II
                Individual or Significant Shareholder II Limited:</p>
                <p>Elka Estates Limited</p>
                <p>c/o Fahnestock Viner Holdings, Inc.</p>
                <p>20 Eglinton Avenue West</p>
                <p>Toronto, Ontario M4R 1K8</p>
                <p>CANADA</p>
                <p>Fax: (416) 322-7007</p>
                <p>Attention: E.K. Roberts</p>
                <p>with a copy to:</p>
                <p>Borden Ladner Gervais LLP<br>
                Scotia Plaza, Suite 4400<br>
                40 King Street West<br>
                Toronto, Ontario M5H 3Y4<br>
                CANADA<br>
                Attention: A. Winn Oughtred, Esq.<br>
                Telephone: (416) 367-6247<br>
                Facsimile: (416) 361-7076<br>
                Email: woughtred@blgcanada.com</p>
            </blockquote>
            <blockquote>
                <p>(iv) if to the Investor, to:</p>
                <p>Canadian Imperial Bank of Commerce<br>
                Commerce Court West<u><br>
                </u>Toronto, Ontario M5L 1A2<br>
                Canada<br>
                Fax: (917) 332-4320<br>
                Attention: Gerry McCaughey</p>
            </blockquote>
            <blockquote>
                <p>with a copy to:<br>
                <br>
                Canadian Imperial Bank of Commerce<br>
                245 Park Avenue <u><br>
                </u>42<sup>nd</sup> Floor <br>
                New York, NY 10167<br>
                Fax: (917) 332-4320<br>
                Attention: General Counsel</p>
                <p>with a copy to:<br>
                </p>
                <p>Mayer, Brown, Rowe &amp; Maw <br>
                1675 Broadway<br>
                New York, NY 10019-5820 <br>
                Attention: James B. Carlson, Esq.<br>
                Telephone: (212) 506-2515<br>
                Facsimile: (212) 849-5515<br>
                Email: jcarlson@mayerbrownrowe.com</p>
            </blockquote>
        </blockquote>
    </blockquote>
</blockquote>

<p>or to such other person or address as any party shall specify
by notice in writing to the other party. All such notices,
requests, demands, waivers and communications shall be deemed to
have been received on the date on which so hand-delivered, on the
third Business Day following the date on which so mailed, on the
Business Day following the date on which delivered to the
overnight courier service and on the date on which faxed and
confirmed, except for a notice of change of address, which shall
be effective only upon receipt thereof. </p>

<p><a name="_Toc27191507"><b>Successors and Assigns</b></a></p>

<p>. This Agreement and all of the provisions hereof shall be
binding upon and inure to the benefit of the parties hereto and
their respective heirs, executors, successors and permitted
assigns. Except for Transfers in accordance with Sections 3.2 or
6.3, neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned, directly or indirectly,
by (i) the Investor without the consent of the Significant
Shareholders and the Company, except to any Permitted Transferee
of the Investor which is or becomes the holder of any of the
Securities, (ii) any Significant Shareholder, without the prior
written consent of the Investor, and (iii) the Company without
the consent of the Investor.</p>

<p><a name="_Toc27191508"><b>Third-Party Beneficiaries</b></a></p>

<p>. This Agreement is not intended and shall not be deemed to
confer upon or give any person except the parties hereto and
their respective successors and permitted assigns any remedy,
claim, liability, reimbursement, cause of action or other right
under or by reason of this Agreement.</p>

<p><a name="_Toc27191509"><b>Recapitalization, Etc.</b></a></p>

<p>In the event that any capital stock or other securities are
issued in respect of, in exchange for, or in substitution of, any
Equity Shares by reason of any reorganization, recapitalization,
reclassification, merger, consolidation, spin-off, partial or
complete liquidation, stock dividend, split-up, sale of assets,
distribution to stockholders or combination of the Equity Shares
or any other change in capital structure of the Company,
appropriate adjustments shall be made with respect to the
relevant provisions of this Agreement so as to fairly and
equitably preserve, the original rights and obligations of the
parties hereto under this Agreement.</p>

<p><a name="_Toc27191510"><b>Amendments and Waivers</b></a></p>

<p>. This Agreement may not be modified or amended except by an
instrument or instruments in writing signed by an authorized
officer of each party. Except as otherwise provided in this
Agreement, any failure of any of the parties to comply with any
obligation, covenant, agreement or condition herein may be waived
by the party entitled to the benefits thereof only by a written
instrument signed by an authorized officer of the party granting
such waiver, but such waiver or failure to insist upon strict
compliance with such obligation, covenant, agreement or condition
shall not operate as a waiver of, or estoppel with respect to,
any subsequent or other failure.</p>

<p><a name="_Toc27191511"><b>Fees and Expenses</b></a></p>

<p>. Except as otherwise contemplated in this Agreement, whether
or not this Agreement and the transactions contemplated hereby
are consummated, all costs and expenses (including legal and
financial advisory fees and expenses) incurred in connection
with, in anticipation of, or in the enforcement of, this
Agreement and the transactions contemplated hereby shall be paid
by the party incurring such expenses.</p>

<p><a name="_Toc27191512"><b>Termination</b></a></p>

<p>. The covenants and agreements contained in this Agreement
shall terminate only expressly in accordance with their
respective terms. In addition to the termination provisions set
forth in Section 8.20, this Agreement shall terminate and the
rights and obligations of the parties hereto shall have no force
or effect upon the date as of which the Investor no longer
Beneficially Owns any Equity Shares.</p>

<p><a name="_Toc27191513"><b>Headings</b></a></p>

<p>. The article and section headings contained in this Agreement
are solely for the purpose of reference, are not part of the
agreement of the parties and shall not in any way affect the
meaning or interpretation of this Agreement.</p>

<p><a name="_Toc27191514"><b>Governing Law</b></a></p>

<p>. THIS AGREEMENT, INCLUDING ALL MATTERS OF CONSTRUCTION,
VALIDITY AND PERFORMANCE, SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE PROVINCE OF ONTARIO WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OR CHOICE OF LAWS OR ANY OTHER
LAW THAT WOULD MAKE THE LAWS OF ANY OTHER JURISDICTION OTHER THAN
THE PROVINCE OF ONTARIO APPLICABLE HERETO.</p>

<p><a name="_Toc27191515"><b>Waiver of Jury Trial</b></a></p>

<p>. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND
ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF
OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY. </p>

<p><a name="_Toc27191516"><b>Consent to Jurisdiction</b></a></p>

<p>. Each of the parties hereto expressly and irrevocably (a)
consents to submit itself to the exclusive jurisdiction of the
Ontario Superior Court of Justice in Toronto in the event any
dispute arises out of or relates to this Agreement or any of the
transactions contemplated by this Agreement, (b) agrees that it
will not attempt to deny or defeat such personal jurisdiction by
motion or other request or leave from such court, including,
without limitation, a motion to dismiss on the grounds of forum
non conveniens, (c) agrees that it will not bring any action
arising out of or relating to this Agreement or any of the
transactions contemplated by this Agreement in any court other
than such court, and (d) waives any right to a trial by jury with
respect to any claim, counterclaim or action arising out of or in
connection with this Agreement or the transactions contemplated
hereby.</p>

<p><a name="_Toc27191517"><b>Specific Performance</b></a></p>

<p>. The parties hereto agree that if any of the provisions of
this Agreement were not performed in accordance with their
specific terms or were otherwise breached, irreparable damage
would occur, no adequate remedy at law would exist and damages
would be difficult to determine, and that the parties shall be
entitled to specific performance of the terms hereof and
immediate injunctive relief, without the necessity of proving the
inadequacy of money damages as a remedy, in addition to any other
remedy at law or equity.</p>

<p><a name="_Toc27191518"><b>Subsidiaries</b></a></p>

<p>. The parties agree that obligations pursuant to this
Agreement with respect to their respective Subsidiaries and
Affiliates are limited to their rights and powers with respect to
such Persons.</p>

<p><a name="_Toc27191519"><b>Counterparts</b></a></p>

<p>. This Agreement may be executed simultaneously in
counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.</p>

<p><a name="_Toc27191520"><b>Construction</b></a></p>

<p>. </p>

<p>For the purposes hereof, (i) words in the singular shall be
held to include the plural and vice versa and words of one gender
shall be held to include the other genders as the context
requires, (ii) the words &quot;hereof,&quot; &quot;herein,&quot;
and &quot;herewith&quot; and words of similar import shall,
unless otherwise stated, be construed to refer to this Agreement
as a whole and not to any particular provision of this Agreement,
and article, section, paragraph, exhibit and schedule references
are to the articles, sections, paragraphs, and exhibits and
schedules of this Agreement unless otherwise specified, (iii) the
words &quot;including&quot; and words of similar import when used
in this Agreement shall mean &quot;including, without
limitation,&quot; unless otherwise specified, (iv) the word
&quot;or&quot; shall not be exclusive and (v) the Company, the
Significant Shareholders and the Investor (and any other Person
who becomes party hereto as permitted hereby) will be referred to
herein individually as a &quot;party&quot; and collectively as
&quot;parties.&quot;</p>

<p>The parties have participated jointly in the negotiation and
drafting of this Agreement. In the event an ambiguity or question
of intent or interpretation arises, this Agreement shall be
construed as if drafted jointly by the parties and no presumption
or burden of proof shall arise favoring or disfavoring any party
by virtue of the authorship of any provisions of this Agreement.</p>

<p>Any reference to any federal, provincial, state, local statute
or law shall be deemed also to refer to all rules and regulations
promulgated thereunder, unless the context otherwise requires.</p>

<p><a name="_Toc27191521"><b>Further Assurances</b></a></p>

<p>. Each of the Significant Shareholders in its capacity as a
shareholder hereby agrees that it shall use its reasonable best
efforts to assure the Company's compliance with the provisions of
this Agreement and the Registration Rights Agreement. From time
to time after the date of this Agreement, at the request of any
other party hereto and at the expense of the party so requesting,
the Investor, the Significant Shareholders and the Company shall
execute and deliver to such requesting party such documents and
take such other action as such requesting party may reasonably
request in order to consummate more effectively the transactions
contemplated hereby.</p>

<p><a name="_Toc27191522"><b>Guarantee by Investor</b></a></p>

<p>. In the event Investor assigns this Agreement to any
Permitted Transferee pursuant to Section 8.4, Investor hereby
absolutely and unconditionally guarantees that such assignee will
perform all of the obligations of the Investor under this
Agreement. Investor shall also reimburse the Company and any of
the Significant Shareholders, as the case maybe, for reasonable
fees and expense (including reasonable fees of counsel) incurred
in successfully enforcing the guarantee obligations set forth in
this Section 8.19.</p>

<p><a name="_Toc27191523"><b>Effectiveness.</b></a></p>

<p>Notwithstanding anything contained in this Agreement to the
contrary, the provisions of this Agreement shall be effective as
follows: (a) Articles I, II and VIII and Sections 3.1(b) and 3.8
shall be effective as of the date of this Agreement; (b) all
other provisions of this Agreement shall be effective as of the
Closing Date; <u>provided</u> that, in the event that the Asset
Purchase Agreement is terminated pursuant to its terms, this
Agreement, other than Section 8.8 and this Section 8.20 which
shall survive any termination of this Agreement, shall terminate
and become void and of no further force and effect without
further action by any party hereto as of the date of such
termination.</p>

<p align="center"><i>[Signature Page Follows]</i></p>

<p>IN WITNESS WHEREOF, each of the parties hereto has duly
executed this Agreement as of the date first above written.</p>

<p>FAHNESTOCK VINER HOLDINGS INC.<br>
<br>
<br>
By: <u>/s/ Elaine Roberts________________</u><br>
Name: Elaine Roberts<br>
Title: President</p>

<p>CANADIAN IMPERIAL BANK OF COMMERCE<br>
<br>
<br>
By: <u>/s/ Gerry McCaughey </u><br>
Name: Gerry McCaughey<br>
Title: Senior Executive Vice President</p>

<p><u>/s/ A.G. Lowenthal </u><br>
Albert G. Lowenthal</p>

<p>PHASE II FINANCIAL L.P.<br>
<br>
<br>
By: <u>/s/ A. G. Lowenthal </u><br>
Its: General Partner<br>
</p>

<p>PHASE II FINANCIAL LIMITED<br>
<br>
<br>
By:<u> /s/ A.G. Lowenthal </u><br>
Name: A.G. Lowenthal<br>
Title: </p>

<p>THE ALBERT G. LOWENTHAL FOUNDATION<br>
<br>
<br>
By: <u>/s/ A.G. Lowenthal </u><br>
Name: A.G. Lowenthal<br>
Title: </p>

<p>THE FOLLOWING ARE PARTIES TO THIS AGREEMENT SOLELY WITH
RESPECT TO ARTICLES I, II, III, AND VIII:</p>

<p><u>/s/ Olga Roberts </u><br>
Olga Roberts</p>

<p>ELKA ESTATES LIMITED<br>
<br>
<br>
By: <u>/s/ Olga Roberts </u><br>
Name: Olga Roberts<br>
Title: </p>
</body>
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</TEXT>
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<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>credit.htm
<DESCRIPTION>EXHIBIT 10.1 CREDIT AGREEMENT
<TEXT>
<!DOCTYPE HTML PUBLIC "-//IETF//DTD HTML//EN">
<html>


<body bgcolor="#FFFFFF">
EXHIBIT 10.1
FAHNESTOCK VINER HOLDINGS INC.
FORM 8-K DATED JANUARY 17, 2003
CREDIT AGREEMENT

<p align="center"><font size="4"><b>CREDIT AGREEMENT</b></font></p>

<p align="center">dated as of</p>

<p align="center">January 2, 2003</p>

<p align="center">between</p>

<p align="center">Fahnestock Viner Holdings Inc.</p>

<p align="center">as Borrower</p>

<p align="center">and</p>

<p align="center">Canadian Imperial Bank of Commerce</p>

<p align="center">as Lender</p>

<p align="center"><b><u>CREDIT AGREEMENT</u></b></p>

<p><b>THIS CREDIT AGREEMENT</b> is dated as of January 2, 2003
and is entered into between Fahnestock Viner Holdings Inc., as
Borrower, and Canadian Imperial Bank of Commerce, as Lender.</p>

<p>The parties hereto agree as follows:</p>

<p align="center"><b>ARTICLE 1</b><font color="#0000FF"><b><br>
DEFINITIONS</b></font></p>

<p><b>1.1 </b><font color="#0000FF"><b>Defined Terms</b></font><b>.
</b>As used in this Agreement, the following terms have the
meanings specified below:</p>

<p>&quot;<u>Affiliate</u>&quot; means, with respect to any
Person, another Person that directly, or indirectly through one
or more intermediaries, controls or is controlled by or is under
common control with, such Person.</p>

<p>&quot;<u>Asset Purchase Agreement</u>&quot; means the asset
purchase agreement dated as of December 9, 2002 by and among the
Borrower, Viner International, the Lender and CIBC World Markets
Corp., as amended, supplemented or otherwise modified.</p>

<p>&quot;<u>Authorization</u>&quot; means, with respect to any
Person, any authorization, order, permit, approval, grant,
licence, consent, right, franchise, privilege, certificate,
judgment, writ, injunction, award, determination, direction,
decree, by-law, rule or regulation of any Governmental Authority
having jurisdiction over such Person, whether or not having the
force of Law.</p>

<p>&quot;<u>Borrower</u>&quot; means Fahnestock Viner Holdings
Inc., a corporation incorporated under the <i>Business
Corporations Act</i> (Ontario), and its successors and permitted
assigns.</p>

<p>&quot;<u>Borrowing</u>&quot; means any availment of the
Credit.</p>

<p>&quot;<u>Borrowing Request</u>&quot; means a request by the
Borrower for a Borrowing pursuant to Section 2.2 in the form of
Exhibit&nbsp;A.</p>

<p>&quot;<u>Business Day</u>&quot; means any day that is not a
Saturday, Sunday or other day on which commercial banks in
Toronto, Ontario or New York, New York are authorized or required
by applicable law to remain closed.</p>

<p>&quot;<u>Canadian Dollars</u>&quot; and &quot;<u>Cdn.$</u>&quot;
refer to lawful money of Canada.</p>

<p>&quot;<u>Canadian $ Equivalent</u>&quot; means, at the date of
determination, the amount of Canadian Dollars that the Lender
could purchase, in accordance with its normal practice, with a
specified amount of U.S. Dollars based on the Bank of Canada noon
spot rate on such date.</p>

<p>&quot;<u>Capital Lease Obligations</u>&quot; of any Person
means the obligations of such Person to pay rent or other amounts
under any lease of (or other arrangement conveying the right to
use) real or personal property, or a combination thereof, which
obligations are required to be classified and accounted for as
capital leases on a balance sheet of such Person under GAAP, and
the amount of such obligations shall be the capitalized amount
thereof determined in accordance with GAAP.</p>

<p>&quot;<u>Change in Law</u>&quot; means (i)&nbsp;the adoption
of any new Law after the date of this Agreement, (ii)&nbsp;any
change in any existing Law or in the interpretation or
application thereof by any Governmental Authority after the date
of this Agreement, or (iii)&nbsp;compliance by the Lender or the
Lender with any request, guideline or directive (whether or not
having the force of law, but in the case of a request, guideline
or directive not having the force of law, being a request,
guideline or directive with which persons customarily comply) of
any Governmental Authority made or issued after the date of this
Agreement.</p>

<p>&quot;<u>Closing Date</u>&quot; means January 2, 2003 or as
may otherwise be mutually agreed by the parties hereto.</p>

<p>&quot;<u>Collateral</u>&quot; means the property described in
and subject to the Liens, privileges, priorities and security
interests purported to be created by any Security Document.</p>

<p>&quot;<u>Commitment</u>&quot; is defined in Section 2.1.</p>

<p>&quot;<u>Companies</u>&quot; means, collectively, the Borrower
and each of Fahnestock Canada, Viner International, Viner Finance
and Fahnestock &amp; Co.</p>

<p>&quot;<u>Credit</u>&quot; means the credit established
pursuant to the Commitment of the Lender created hereunder.</p>

<p>&quot;<u>Default</u>&quot; means any event or condition which
constitutes an Event of Default or which, upon notice, lapse of
time or both, would, unless cured or waived, become an Event of
Default.</p>

<p>&quot;<u>Disclosed Matters</u>&quot; means the actions, suits
and proceedings disclosed in Schedule A.</p>

<p>&quot;<u>Employee Notes</u>&quot; means the notes made by
employees of Fahnestock &amp; Co. in favour of Fahnestock &amp;
Co. as contemplated by Section 2.1 and in form and substance
satisfactory to the Lender.</p>

<p>&quot;<u>Equity Securities</u>&quot; means, with respect to
any Person, any and all shares, interests, participations, rights
in, or other equivalents (however designated and whether voting
and non-voting) of, such Person&#146;s capital, whether
outstanding on the date hereof or issued after the date hereof,
including any interest in a partnership, limited partnership or
other similar Person and any beneficial interest in a trust, and
any and all rights, warrants, options or other rights
exchangeable for or convertible into any of the foregoing.</p>

<p>&quot;<u>Event of Default</u>&quot; has the meaning specified
in Section 7.1.</p>

<p>&quot;<u>Excess Net Capital</u>&quot; means, as at any date,
the amount of Net Capital of Fahnestock &amp; Co. as at such date
that is in excess of the minimum amount of Net Capital that
Fahnestock &amp; Co. is required to have at such date under the
Net Capital Rule.</p>

<p>&quot;<u>Excluded Taxes</u>&quot; means, with respect to the
Lender or any other recipient of any payment to be made by or on
account of any obligation of the Borrower hereunder, income or
franchise Taxes imposed on (or measured by) its taxable income or
capital Taxes imposed on (or measured by) its taxable capital, in
each case by Canada, or by the jurisdiction under the Laws of
which such recipient is organized or in which its principal
office is located.</p>

<p>&quot;<u>Fahnestock Canada</u>&quot; means Fahnestock Canada
Inc., a corporation incorporated under the <i>Business
Corporations Act</i> (Ontario), and its successors and permitted
assigns.</p>

<p>&quot;<u>Fahnestock &amp; Co.</u>&quot; means Fahnestock &amp;
Co. Inc., a corporation incorporated under the laws of the State
of New York.</p>

<p>&quot;<u>Financial Officer</u>&quot; means the chief financial
officer, principal accounting officer, treasurer or controller of
the Borrower.</p>

<p>&quot;<u>Financing Documents</u>&quot; means this Agreement,
the Security Documents and the Borrowing Requests, together with
any other document, instrument or agreement now or hereafter
entered into in connection with this Agreement, as such
documents, instruments or agreements may be amended, modified or
supplemented from time to time.</p>

<p>&quot;<u>Fiscal Quarter</u>&quot; means any fiscal quarter of
the Borrower.</p>

<p>&quot;<u>Fiscal Year</u>&quot; means any fiscal year of the
Borrower.</p>

<p>&quot;<u>GAAP</u>&quot; means (i) in respect to the Borrower
and Fahnestock Canada, generally accepted accounting principles
in Canada as in effect from time to time, and (ii) in respect to
any entity governed by the Laws of the United States of America,
generally accepted accounting principles in the United States of
America in effect from time to time.</p>

<p>&quot;<u>Governmental Authority</u>&quot; means the Government
of Canada, the Government of the United States of America, or any
political subdivision of either of the above, whether provincial,
state, territorial or local, and any agency, authority,
instrumentality, regulatory body, court, central bank, fiscal or
monetary authority or other authority regulating financial
institutions, and any other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative
powers or functions of or pertaining to government, including the
Bank Committee on Banking Regulation and Supervisory Practices of
the Bank of International Settlements.</p>

<p>&quot;<u>Guarantee</u>&quot; of or by any Person (in this
definition, the &quot;<u>guarantor</u>&quot;) means any
obligation, contingent or otherwise, of the guarantor
guaranteeing or having the economic effect of guaranteeing any
Indebtedness or other obligation of any other Person (in this
definition, the &quot;<u>primary credit party</u>&quot;) in any
manner, whether directly or indirectly, and including any
obligation of the guarantor, direct or indirect, (a)&nbsp;to
purchase or pay (or advance or supply funds for the purchase or
payment of) such Indebtedness or other obligation or to purchase
(or to advance or supply funds for the purchase of) any security
for the payment thereof (whether in the form of a loan, advance,
stock purchase, capital contribution or otherwise), (b)&nbsp;to
purchase or lease property, securities or services for the
purpose of assuring the owner of such Indebtedness or other
obligation of the payment thereof, (c)&nbsp;to maintain working
capital, equity capital solvency, or any other balance sheet,
income statement or other financial statement condition or
liquidity of the primary credit party so as to enable the primary
credit party to pay such Indebtedness or other obligation,
(d)&nbsp;as an account party in respect of any letter of credit
or letter of guarantee issued to support such Indebtedness or
other obligation, (e)&nbsp;to make take-or-pay or similar
payments, if required, regardless of non-performance by any other
party or parties to an agreement, or (f)&nbsp;to purchase, sell
or lease (as lessor or lessee) property, or to purchase or sell
services, primarily for the purpose of enabling the debtor to
make payment of such Indebtedness or to assure the holder of such
Indebtedness against loss. The amount of any Guarantee in respect
of Indebtedness shall be deemed to be an amount equal to the
stated or determinable amount of the related Indebtedness (unless
the Guarantee is limited by its terms to a lesser amount, in
which case to the extent of such amount) or, if not stated or
determinable, the maximum reasonably anticipated liability in
respect thereof as determined by the Person in good faith. The
amount of any other Guarantee shall be deemed to be zero unless
and until the amount thereof has been (or in accordance with GAAP
should be) quantified and reflected or disclosed in the
consolidated financial statements (or notes thereto)) of the
Borrower.</p>

<p>&quot;<u>Hedging Agreement</u>&quot; means any hedging
contract, forward contract, swap agreement, futures contract,
option contract, cap or collar agreement with respect to any such
transaction (or any combination of the foregoing, or any
derivative thereof), designed to mitigate risks resulting from
fluctuations in interests rates, currency valuations or
otherwise.</p>

<p>&quot;<u>Indebtedness</u>&quot; of any Person includes,
without duplication, (a)&nbsp;all obligations of such Person for
borrowed money or with respect to deposits or advances of any
kind, (b)&nbsp;all obligations of such Person evidenced by bonds,
debentures, notes or similar instruments, (c)&nbsp;all
obligations of such Person upon which interest charges are
customarily paid, (d)&nbsp;all obligations of such Person under
conditional sale or other title retention agreements relating to
property acquired by such Person, (e)&nbsp;all obligations of
such Person in respect of the deferred purchase price of property
or services (excluding current accounts payable incurred in the
ordinary course of business), (f)&nbsp;all Indebtedness of others
secured by (or for which the holder of such Indebtedness has an
existing right, contingent or otherwise, to be secured by) any
Lien on property owned or acquired by such Person, whether or not
the Indebtedness secured thereby has been assumed, (g)&nbsp;all
Guarantees by such Person of Indebtedness of others, (h)&nbsp;all
Capital Lease Obligations of such Person, (i)&nbsp;all
obligations, contingent or otherwise, of such Person as an
account party in respect of letters of credit and letters of
guarantee, (j)&nbsp;all obligations, contingent or otherwise, of
such Person in respect of bankers&#146; acceptances, (k)&nbsp;the
net amount of obligations of such Person (determined on a
marked-to-market basis) under Hedging Agreements, and
(l)&nbsp;all obligations of such Person to purchase, redeem,
retire, defease or otherwise acquire for value (other than for
other Equity Securities) any Equity Securities of such Person
valued, in the case of redeemable Equity Securities, at the
greater of voluntary or involuntary liquidation preference, plus
accrued and unpaid dividends. The Indebtedness of any Person
shall include the Indebtedness of any other entity (including any
partnership in which such Person is a general or limited partner)
to the extent such Person is liable therefor as a result of such
Person&#146;s ownership interest in or other relationship with
such entity, except to the extent the terms of such Indebtedness
provide that such Person is not liable therefor<b>.</b></p>

<p>&quot;<u>Indemnified Taxes</u>&quot; means all Taxes other
than Excluded Taxes.</p>

<p>&quot;<u>Indemnitee</u>&quot; has the meaning specified in
Section 8.3(b). </p>

<p>&quot;<u>Interest Payment Date</u>&quot; means the first
Business Day of each month and the Maturity Date.</p>

<p>&quot;<u>Laws</u>&quot; means all federal, provincial,
municipal, foreign and international statutes, acts, codes,
ordinances, decrees, treaties, rules, regulations, municipal
by-laws, judicial or arbitral or administrative or ministerial or
departmental or regulatory judgments, orders, decisions, rulings
or awards or any provisions of the foregoing, including general
principles of common and civil law and equity, and all policies,
practices and guidelines of any Governmental Authority binding on
or affecting the Person referred to in the context in which such
word is used (including, in the case of tax matters, any accepted
practice or application or official interpretation of any
relevant taxation authority); and &quot;<u>Law</u>&quot; means
any one or more of the foregoing. </p>

<p>&quot;<u>Lender</u>&quot; means Canadian Imperial Bank of
Commerce, a bank chartered under the <i>Bank Act</i> (Canada),
and its successors and permitted assigns.</p>

<p>&quot;<u>Liabilities to Equity Ratio</u>&quot; means, with
respect to any Person as at any date, the ratio of the following:</p>

<p>(a) all liabilities of such Person and its consolidated
subsidiaries, except for Fahnestock &amp; Co. for which
liabilities means unsecured liabilities, at such date that should
be classified as liabilities on a balance sheet prepared in
accordance with GAAP, including (without limitation) all
indebtedness and all reserves and all deferred taxes and other
deferred items (determined on a consolidated basis without
duplication in accordance with GAAP), <u>to</u></p>

<p>(b) the amount of paid-up capital of such Person at such date,<i>
</i><u>plus</u> the amount of such Person&#146;s surplus and
retained earnings (howsoever described) at such date (or, in the
case of a surplus or retained earnings deficit, <u>minus</u> the
amount of such deficit), all determined in accordance with GAAP
on a consolidated basis.</p>

<p>&quot;<u>Lien</u>&quot; means, (a)&nbsp;with respect to any
asset, any mortgage, deed of trust, lien, pledge, hypothecation,
encumbrance, charge, security interest, royalty interest, adverse
claim, defect of title or right of set off in, on or of such
asset, (b)&nbsp;the interest of a vendor or a lessor under any
conditional sale agreement, capital lease, title retention
agreement or consignment agreement (or any financing lease having
substantially the same economic effect as any of the foregoing)
relating to any asset, (c)&nbsp;in the case of securities, any
purchase option, call or similar right of a third party with
respect to such securities, (d)&nbsp;any netting arrangement,
defeasance arrangement or reciprocal fee arrangement, and
(e)&nbsp;any other arrangement having the effect of providing
security.</p>

<p>&quot;<u>Loan</u>&quot; means any loan made by the Lender to
the Borrower pursuant to this Agreement.</p>

<p>&quot;<u>Material Adverse Change</u>&quot; means any event,
development or circumstance that has had or could<b> </b>in the
opinion of the Lender have a Material Adverse Effect.</p>

<p>&quot;<u>Material Adverse Effect</u>&quot; means a material
adverse effect on (a)&nbsp;the business, assets, operations,
prospects or condition, financial or otherwise, of the Borrower
and its Subsidiaries taken as a whole, or (b)&nbsp;the validity
or enforceability of any of the Financing Documents or the rights
and remedies of the Lender thereunder, or (c)&nbsp;the amount
which the Lender would be likely to receive (after giving effect
to delays in payment and costs of enforcement) upon the
liquidation of the Collateral.</p>

<p>&quot;<u>Maturity Date</u>&quot; means the fifth anniversary
of the Closing Date.</p>

<p>&quot;<u>Net Capital</u>&quot; means &quot;net capital&quot;
as that term is defined in the Net Capital Rule.</p>

<p>&quot;<u>Net Capital Rule</u>&quot; means Rule 15c3-1
promulgated under the <i>Securities Exchange Act of 1934</i>, as
such rule may be in effect from time to time, including any
successor rule under said Act relating to net capital
requirements of registered broker-dealers.</p>

<p>&quot;<u>Permitted Distributions</u>&quot; means (i) dividends
paid to holders of Equity Securities of the Borrower in the
ordinary course and consistent with past practice, and (ii)
payments made pursuant to a normal course issuer bid by the
Borrower, and permitted by Toronto Stock Exchange rules governing
such purchases: provided that, at all times, the amount of
paid-up capital of the Borrower plus the amount of the
Borrower&#146;s surplus and retained earnings (or in the case of
a surplus or retained earnings deficit, <u>minus</u> the amount
of such deficit) all determined in accordance with GAAP on a
consolidated basis, is not less than U.S.$200,000,000.</p>

<p>&quot;<u>Permitted Liens</u>&quot; means, with respect to any
Person, the following:</p>

<p>(a) Liens for taxes, assessments or governmental charges or
levies which are not due or delinquent or, if so, the validity of
which is being contested at the time by the Borrower diligently
and in good faith by proper legal proceedings (and written notice
thereof has been given to the Lender) if either (i) adequate
provision has been made for the payment of the obligations
secured or intended to be secured by the applicable Liens or (ii)
the applicable Liens are not in the aggregate materially
prejudicial to the value of the assets of the Borrower;</p>

<p>(b) undetermined or inchoate Liens, rights of distress and
charges incidental to current operations which have not at such
time been filed or exercised and of which the Lender has not been
given notice, or which relate to obligations not due or payable;</p>

<p>(c) Liens disclosed to the Lender in Schedule C;</p>

<p>(d) other Liens and minor irregularities in title which do not
materially interfere with the occupation, use and enjoyment by
the Companies of any of their respective properties in the normal
course of business as presently conducted or materially impair
the value thereof of such business;</p>

<p>(e) Liens consented to in writing by the Lender; and</p>

<p>(f) Liens created by the Security Documents.</p>

<p>&quot;<u>Person</u>&quot; includes any natural person,
corporation, company, limited liability company, trust, joint
venture, association, incorporated organization, partnership,
Governmental Authority or other entity.</p>

<p>&quot;<u>Related Parties</u>&quot; means, with respect to any
Person, such Person&#146;s Affiliates and the respective
directors, officers, employees, agents and advisors of such
Person and of such Person&#146;s Affiliates.</p>

<p>&quot;<u>Responsible Officer</u>&quot; means, with respect to
any corporation, the chairman, the president, any vice president,
the chief executive officer or the chief operating officer, and,
in respect of financial or accounting matters, any Financial
Officer of such corporation; unless otherwise specified, all
references herein to a Responsible Officer mean a Responsible
Officer of the Borrower.</p>

<p>&quot;<u>Restricted Payment</u>&quot; shall mean, with respect
to any Person, any payment by such Person (i)&nbsp;of any
dividends on any of its Equity Securities, (ii)&nbsp;on account
of, or for the purpose of setting apart any property for a
sinking or other analogous fund for, the purchase, redemption,
retirement or other acquisition of any of its Equity Securities
or any warrants, options or rights to acquire any such shares, or
the making by such Person of any other distribution in respect of
any of its Equity Securities, (iii)&nbsp;of any principal of or
of any amount in respect of a sinking or analogous fund or
defeasance fund for any Indebtedness of such Person to a
shareholder of such Person or to an Affiliate of a shareholder of
such Person, and (iv) pursuant to a normal course issuer bid.</p>

<p>&quot;<u>Security Documents</u>&quot; means the agreements or
instruments described or referred to in Section 4.1(g), and any
and all other agreements or instruments now or hereafter executed
and delivered by the Borrower, any Subsidiary or any other Person
as security for the payment or performance of the obligations of
the Borrower hereunder, as any of the foregoing may have been, or
may hereafter be, amended, modified or supplemented.</p>

<p>&quot;<u>subsidiary</u>&quot; means, with respect to any
Person (the &quot;<u>Parent</u>&quot;) at any date, any
corporation, limited liability company, partnership, limited
partnership, association or other entity the accounts of which
would be consolidated with those of the Parent in the
Parent&#146;s consolidated financial statements if such financial
statements were prepared in accordance with GAAP as of such date,
as well as any other corporation, limited liability company,
partnership, limited partnership, association or other entity
(a)&nbsp;of which securities or other ownership interests
representing more than 50% of the equity or more than 50% of the
ordinary voting power or, in the case of a partnership, more than
50% of the general partnership interests are, as of such date,
owned, controlled or held, or (b)&nbsp;that is, as of such date,
otherwise controlled, by the Parent or one or more subsidiaries
of the Parent or by the Parent and one or more subsidiaries of
the Parent.</p>

<p>&quot;<u>Subsidiary</u>&quot; means any subsidiary of the
Borrower.</p>

<p>&quot;<u>Taxes</u>&quot; means all taxes, charges, fees,
levies, imposts and other assessments, including all income,
sales, use, goods and services, value added, capital, capital
gains, alternative, net worth, transfer, profits, withholding,
payroll, employer health, excise, real property and personal
property taxes, and any other taxes, customs duties, fees,
assessments, or similar charges in the nature of a tax, including
pension plan contributions, unemployment insurance payments and
workers&#146; compensation premiums, together with any
instalments with respect thereto, and any interest, fines and
penalties with respect thereto, imposed by any Governmental
Authority (including federal, state, provincial, municipal and
foreign Governmental Authorities), and whether disputed or not.</p>

<p>&quot;<u>Transactions</u>&quot; means the execution, delivery
and performance by the Borrower of this Agreement and the other
Financing Documents, the borrowing of Loans and the use of the
proceeds thereof.</p>

<p>&quot;<u>U.S. Base Rate</u>&quot; means, on any day, the
annual rate of interest equal to the greater of (i) the annual
rate of interest announced by the Lender and in effect as its
base rate at its principal office in Toronto, Ontario on such day
for determining interest rates on U.S. Dollar-denominated
commercial loans made in Canada, and (ii) the Federal Funds
Effective Rate plus 0.50%.</p>

<p>&quot;<u>U.S. Base Rate Loan</u>&quot; means a Loan
denominated in U.S. Dollars which bears interest at a rate based
upon the U.S. Base Rate.</p>

<p>&quot;<u>U.S. Dollars</u>&quot; and &quot;<u>U.S.$</u>&quot;
refer to lawful money of the United States of America.</p>

<p>&quot;<u>U.S.$ Equivalent</u>&quot; means, at the date of
determination, the amount of U.S. Dollars that the Lender could
purchase, in accordance with its normal practice, with a
specified amount of Canadian Dollars based on the Bank of Canada
noon spot rate on such date.</p>

<p>&quot;<u>Viner Finance</u>&quot; means Viner Finance Inc., a
corporation incorporated under the laws of the State of Delaware,
and its successor and permitted assigns.</p>

<p>&quot;<u>Viner International</u>&quot; means E.A. Viner
International Co., a corporation incorporated under the laws of
the State of Delaware, and its successor and permitted assigns.</p>

<p>&quot;<u>wholly-owned subsidiary</u>&quot; of a Person means
any subsidiary of such Person of which securities or other
ownership interests representing 100% of the equity and 100% of
the ordinary voting power are, at the time any determination is
being made, owned, controlled or held by such Person or one or
more subsidiaries of such Person or by such Person and one or
more subsidiaries of such Person.</p>

<p><b>1.2 </b><font color="#0000FF"><b>Terms Generally</b></font>.
The definitions of terms herein shall apply equally to the
singular and plural forms of the terms defined. Whenever the
context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words
&quot;include&quot;, &quot;includes&quot; and
&quot;including&quot; shall be deemed to be followed by the
phrase &quot;without limitation&quot;. The word &quot;will&quot;
shall be construed to have the same meaning and effect as the
word &quot;shall&quot;. The word &quot;or&quot; is disjunctive;
the word &quot;and&quot; is conjunctive. The word
&quot;shall&quot; is mandatory; the word &quot;may&quot; is
permissive. The words &quot;to the knowledge of&quot; means, when
modifying a representation, warranty or other statement of any
Person, that the fact or situation described therein is known by
the Person (or, in the case or a Person other than a natural
Person, known by the Responsible Officer of that Person) making
the representation, warranty or other statement, or with the
exercise of reasonable due diligence under the circumstances (in
accordance with the standard of what a reasonable Person in
similar circumstances would have done) would have been known by
the Person (or, in the case of a Person other than a natural
Person, would have been known by such Responsible Officer of that
Person). Unless the context requires otherwise (a)&nbsp;any
definition of or reference to any agreement, instrument or other
document herein shall be construed as referring to such
agreement, instrument or other document as from time to time
amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set
forth herein), (b)&nbsp;any reference herein to any statute or
any section thereof shall, unless otherwise expressly stated, be
deemed to be a reference to such statute or section as amended,
restated or re-enacted from time to time, (c)&nbsp;any reference
herein to any Person shall be construed to include such
Person&#146;s successors and permitted assigns, (d)&nbsp;the
words &quot;herein&quot;, &quot;hereof&quot; and
&quot;hereunder&quot;, and words of similar import, shall be
construed to refer to this Agreement in its entirety and not to
any particular provision hereof, (e)&nbsp;all references herein
to Articles, Sections, Exhibits and Schedules shall be construed
to refer to Articles and Sections of, and Exhibits and Schedules
to, this Agreement, and (f)&nbsp;the words &quot;asset&quot; and
&quot;property&quot; shall be construed to have the same meaning
and effect and to refer to any and all tangible and intangible
assets and properties, including cash, securities, accounts and
contract rights. </p>

<p><b>1.3 </b><font color="#0000FF"><b>Accounting Terms; GAAP</b></font><b>.</b>
Except as otherwise expressly provided herein, all terms of an
accounting or financial nature shall be construed in accordance
with GAAP, as in effect from time to time. All calculations for
the purposes of determining compliance with the financial ratios
and financial covenants contained herein shall be made on a basis
consistent with GAAP in existence as at the date of this
Agreement and used in the preparation of the financial statements
of the Borrower referred to in Section 5.1(a). In the event of a
change in GAAP, the Borrower and the Lender shall negotiate in
good faith to revise (if appropriate) such ratios and covenants
to reflect GAAP as then in effect. In the event that such
negotiation is successful, all calculations thereafter made for
the purpose of determining compliance with the financial ratios
and financial covenants contained herein shall be made on a basis
consistent with GAAP in existence as at the date of such
revision. Any financial ratios required to be maintained by the
Borrower pursuant to this Agreement shall be calculated by
dividing the appropriate component by the other component,
carrying the result to one place more than the number of places
by which such ratio is expressed in this Agreement and rounding
the result up or down to the nearest number (with a round-up if
there is no nearest number) to the number of places by which such
ratio is expressed in this Agreement.</p>

<p><b>1.4 </b><font color="#0000FF"><b>Time</b></font><b>.</b>
All time references herein shall, unless otherwise specified, be
references to local time in Toronto, Canada. Time is of the
essence of this Agreement and the other Financing Documents.</p>

<p><b>1.5 </b><font color="#0000FF"><b>This Agreement to Govern.</b></font>
In the event of any conflict or inconsistency between the terms
of this Agreement and the terms of any other Financing Documents,
the provisions of this Agreement shall govern to the extent
necessary to remove the conflict or resolve the inconsistency.</p>

<p align="center"><b>ARTICLE 2</b><font color="#0000FF"><b><br>
THE CREDIT</b></font></p>

<p><b>2.1 </b><font color="#0000FF"><b>Commitment</b></font><b>.</b>
Subject to the terms and conditions set forth herein, the Lender
commits to make U.S. Base Rate Loans to the Borrower in one or
two drawdowns during the period commencing on the Closing Date
and ending on July 31, 2003, or as otherwise mutually agreed by
the parties hereto (the &quot;<u>Commitment</u>&quot;), in an
aggregate principal amount of the lesser of (i) U.S.$50,000,000,
and (ii) the aggregate amount of new employee loans made to
employees of Fahnestock &amp; Co. and evidenced by Employee
Notes.</p>

<p><b>2.2 </b><font color="#0000FF"><b>Requests for Borrowings</b></font><b>.</b>
To request a Borrowing, the Borrower shall notify the Lender of
such request by telephone or by written Borrowing Request, not
later than 11:00 a.m., Toronto time, one Business Day before the
date of the proposed Borrowing. Each such telephone borrowing
request shall be irrevocable and shall be confirmed promptly by
hand delivery or telecopy to the Lender of a written Borrowing
Request signed by the Borrower by 12:00 noon on the date of such
telephone borrowing request. The Lender is entitled to rely upon
and act upon any telephone borrowing request or written Borrowing
Request given or purportedly given by the Borrower, and the
Borrower hereby waives the right to dispute the authenticity and
validity of any such transaction once the Lender has advanced
funds based on such telephone borrowing request or written
Borrowing Request. Each such telephone borrowing request and
written Borrowing Request shall specify the following
information:</p>

<blockquote>
    <blockquote>
        <blockquote>
            <blockquote>
                <blockquote>
                    <blockquote>
                        <p>(i) the aggregate amount of the
                        requested Borrowing;</p>
                        <p>(ii) the date of such Borrowing, which
                        shall be a Business Day; and</p>
                        <p>(iii) the location and number of the
                        Borrower&#146;s account to which funds
                        are to be disbursed.</p>
                    </blockquote>
                </blockquote>
            </blockquote>
        </blockquote>
    </blockquote>
</blockquote>

<p><b>2.3 </b><font color="#0000FF"><b>Funding of Borrowings</b></font><b>.</b>
The Lender shall make each Loan to be made to the Borrower by
crediting, by 12:00 noon, Toronto time, the funds applicable to
each Borrowing Request, to an account of the Borrower maintained
with the Lender in Toronto and designated by the Borrower in such
Borrowing Request.</p>

<p><b>2.4 </b><font color="#0000FF"><b>Interest</b></font><b>.</b></p>

<p>(a) The Loans comprising each Borrowing shall bear interest
(computed on the basis of the actual number of days elapsed over
a year of 365 days or 366 days, as the case may be) at a rate per
annum equal to the U.S. Base Rate plus 2% per annum.
Notwithstanding the foregoing, if any principal of or interest on
any Loan or any fee or other amount payable by the Borrower
hereunder is not paid when due, whether at stated maturity, upon
acceleration or otherwise, such overdue amount shall bear
interest, after as well as before judgment, at a rate per annum
equal to 2% plus the rate otherwise applicable to such Loan.</p>

<p>(b) Accrued interest on each Loan shall be payable in arrears
on each Interest Payment Date and,&nbsp;in the event of any
repayment or prepayment of any Loan, accrued interest on the
principal amount repaid or prepaid shall be payable on the date
of such repayment or prepayment. </p>

<p>(c) All interest hereunder shall be payable for the actual
number of days elapsed (including the first day but excluding the
last day). The applicable U.S. Base Rate shall be determined by
the Lender, and such determination shall be conclusive absent
manifest error.</p>

<p>(d) For the purposes of the <i>Interest Act </i>(Canada) and
disclosure thereunder, whenever any interest or any fee to be
paid hereunder or in connection herewith is to be calculated on
the basis of a year of less than 365 days, or 366 days, as
applicable, the yearly rate of interest to which the rate used in
such calculation is equivalent is the rate so used multiplied by
the actual number of days in the calendar year in which the same
is to be ascertained and divided by the number of days on which
the rate is calculated. The rates of interest under this
Agreement are nominal rates, and not effective rates or yields.
The principle of deemed reinvestment of interest does not apply
to any interest calculation under this Agreement.</p>

<p>(e) If any provision of this Agreement would oblige the
Borrower to make any payment of interest or other amount payable
to the Lender in an amount or calculated at a rate which would be
prohibited by law or would result in a receipt by that Lender of
&quot;interest&quot; at a &quot;criminal rate&quot; (as such
terms are construed under the <i>Criminal Code </i>(Canada)),
then, notwithstanding such provision, such amount or rate shall
be deemed to have been adjusted with retroactive effect to the
maximum amount or rate of interest, as the case may be, as would
not be so prohibited by Law or so result in a receipt by that
Lender of &quot;interest&quot; at a &quot;criminal rate&quot;,
such adjustment to be effected, to the extent necessary (but only
to the extent necessary), by reducing any fees, commissions,
premiums and other amounts required to be paid to the Lender
which would constitute interest for purposes of Section 347 of
the <i>Criminal Code </i>(Canada).</p>

<p>(f) If any payment of interest is required to be made on a day
which is not a Business Day, such payment shall be payable on the
immediately preceding Business Day.</p>

<p><b>2.5 </b><font color="#0000FF"><b>Intentionally Deleted.</b></font><b>
</b></p>

<p><b>2.6 </b><font color="#0000FF"><b>Repayment of Loans</b></font><b>.</b></p>

<p>(a) The Borrower hereby unconditionally promises to
pay&nbsp;to the Lender the then unpaid principal amount of each
Loan on the Maturity Date together with all accrued interest, all
fees and other amounts outstanding hereunder.</p>

<p>(b) The aggregate outstanding principal amount of the Loans
shall be repaid (i) from the Closing Date until the second
drawdown, in monthly instalments equal to one sixtieth of the
amount of the first drawdown, payable on each Interest Payment
Date commencing on February 1, 2003, and (ii) from the date of
the second drawdown until the Maturity Date, in equal monthly
instalments payable on each Interest Payment Date, equal to the
total principal amount outstanding following the second drawdown,
divided by the number of Interest Payment Dates remaining up to,
and including, the Maturity Date.</p>

<p>(c) If any payment of principal is required to be made on a
day which is not a Business Day, such payment shall be payable on
the immediately preceding Business Day.</p>

<p><b>2.7 </b><font color="#0000FF"><b>Evidence of Debt</b></font><b>.</b></p>

<p>(a) The Lender shall maintain in accordance with its usual
practice an account or accounts evidencing the Indebtedness of
the Borrower to the Lender resulting from each Loan made by the
Lender hereunder, including the amounts of principal and interest
payable and paid to the Lender from time to time hereunder.</p>

<p>(b) The entries made in the accounts maintained pursuant to
Section 2.7(a) shall be conclusive evidence (absent manifest
error) of the existence and amounts of the obligations recorded
therein; <u>provided</u> that the failure of the Lender to
maintain such accounts or any error therein shall not in any
manner affect the obligation of the Borrower to repay the Loans
in accordance with the terms of this Agreement.</p>

<p><b>2.8 </b><font color="#0000FF"><b>Prepayments</b></font><b>.</b></p>

<p>(a) <u>Mandatory Prepayments</u>. If the aggregate amount of
payments and forgiveness of Employee Notes for any month is in
excess of the instalment payment due in such month, the Borrower
shall immediately pay to the Lender the amount of such excess to
be applied&nbsp;as a prepayment of the Loans outstanding to
instalment payments required by Section 2.6(b) in inverse order
of maturity.</p>

<p>(b) <u>Voluntary Prepayments</u>. The Borrower may, at its
option, at any time and from time to time, prepay the Loans, in
whole or in part, without notice to the Lender with such
prepayment to be applied to instalment payments required by
Section 2.6(b) in inverse order of maturity.</p>

<p><b>2.9 </b><font color="#0000FF"><b>Increased Costs;
Illegality</b></font>.</p>

<p>(a) If any Change in Law shall impose, modify or deem
applicable any reserve, special deposit or similar requirement
against assets of, deposits with or for the account of, or credit
extended by, the Lender and the result of any of the foregoing
shall be to increase the cost to the Lender of making or
maintaining any Loan (or of maintaining its obligation to make
any such Loan) or to increase the cost to the Lender of issuing
or maintaining any Loan or to reduce the amount of any sum
received or receivable by the Lender hereunder (whether of
principal, interest or otherwise), then the Borrower will pay to
the Lender such additional amount or amounts as will compensate
the Lender for such additional costs incurred or reduction
suffered.</p>

<p>(b) A certificate of the Lender setting forth the amount or
amounts necessary to compensate the Lender as specified in
Section 2.9(a), together with a brief description of the Change
of Law, shall be delivered to the Borrower, and shall be
conclusive absent manifest error. The Borrower shall pay the
Lender the amount shown as due on any such certificate within
ten&nbsp;days after receipt thereof.</p>

<p>(c) Failure or delay on the part of the Lender to demand
compensation pursuant to this Section 2.9 shall not constitute a
waiver of the Lender&#146;s right to demand such compensation.</p>

<p><b>2.10 </b><font color="#0000FF"><b>Break Funding Payments</b></font>.
In the event of the failure by the Borrower to borrow or prepay
any Loan on the date specified in any notice delivered by the
Borrower pursuant hereto, the Borrower shall compensate the
Lender for the loss, cost and expense attributable to such event.
A certificate of the Lender setting forth any amount or amounts
that the Lender is entitled to receive pursuant to this Section
2.10 shall be delivered to the Borrower and shall be conclusive
absent manifest error. The Borrower shall pay the Lender the
amount shown as due on any such certificate within ten&nbsp;days
after receipt thereof. </p>

<p><b>2.11 </b><font color="#0000FF"><b>Taxes</b></font>. </p>

<p>(a) Any and all payments by or on account of any obligation of
the Borrower hereunder shall be made free and clear of and
without deduction for any Indemnified Taxes; provided that if the
Borrower shall be required to deduct any Indemnified Taxes from
such payments, then (i)&nbsp;the sum payable shall be increased
as necessary so that, after making all required deductions
(including deductions applicable to additional sums payable under
this Section 2.11), the Lender receives an amount equal to the
sum it would have received had no such deduction been made,
(ii)&nbsp;the Borrower shall make such deduction, and
(iii)&nbsp;the Borrower shall pay the full amount deducted to the
relevant Governmental Authority in accordance with applicable
Law.</p>

<p>(b) In addition to the payments by the Borrower required by
Section 2.11(a), the Borrower shall pay any and all present or
future stamp or documentary Taxes or any other excise or property
Taxes, charges or similar levies arising from any payment made
hereunder or from the execution, delivery or enforcement of, or
otherwise with respect to, this Agreement to the relevant
Governmental Authority in accordance with applicable Law.</p>

<p>(c) The Borrower shall indemnify the Lender, within
ten&nbsp;days after written demand therefor, for the full amount
of any Indemnified Taxes paid by the Lender, on or with respect
to any payment by or on account of any obligation of the Borrower
hereunder (including Indemnified Taxes imposed or asserted on or
attributable to amounts payable under this Section 2.11) and any
penalties, interest and reasonable expenses arising therefrom or
with respect thereto, whether or not such Indemnified Taxes were
correctly or legally imposed or asserted by the relevant
Governmental Authority. A certificate as to the amount of such
payment or liability delivered to the Borrower by the Lender
shall be conclusive absent manifest error.</p>

<p>(d) As soon as practicable after any payment of Indemnified
Taxes by the Borrower to a Governmental Authority, the Borrower
shall deliver to the Lender the original or a certified copy of a
receipt issued by such Governmental Authority evidencing such
payment, a copy of the return reporting such payment or other
evidence of such payment reasonably satisfactory to the Lender.</p>

<p><b>2.12 </b><font color="#0000FF"><b>Currency Indemnity</b></font>.
If, for the purposes of obtaining judgment in any court in any
jurisdiction with respect to this Agreement or any other
Financing Document, it becomes necessary to convert into the
currency of such jurisdiction (the &quot;<u>Judgment Currency</u>&quot;)
any amount due under this Agreement or under any other Financing
Document in any currency other than the Judgment Currency (the
&quot;<u>Currency Due</u>&quot;), then conversion shall be made
at the rate of exchange prevailing on the Business Day before the
day on which judgment is given. For this purpose &quot;rate of
exchange&quot; means the rate at which the Lender is able, on the
relevant date, to purchase the Currency Due with the Judgment
Currency in accordance with its normal practice at its head
office in Toronto, Ontario. In the event that there is a change
in the rate of exchange prevailing between the Business Day
before the day on which the judgment is given and the date of
receipt by the Lender of the amount due, the Borrower will, on
the date of receipt by the Lender, pay such additional amounts,
if any, or be entitled to receive reimbursement of such amount,
if any, as may be necessary to ensure that the amount received by
the Lender on such date is the amount in the Judgment Currency
which when converted at the rate of exchange prevailing on the
date of receipt by the Lender is the amount then due under this
Agreement or such other Financing Document in the Currency Due.
If the amount of the Currency Due which the Lender is so able to
purchase is less than the amount of the Currency Due originally
due to it, the Borrower shall indemnify and save the Lender
harmless from and against all loss or damage arising as a result
of such deficiency. This indemnity shall constitute an obligation
separate and independent from the other obligations contained in
this Agreement and the other Financing Documents, shall give rise
to a separate and independent cause of action, shall apply
irrespective of any indulgence granted by the Lender from time to
time and shall continue in full force and effect notwithstanding
any judgment or order for a liquidated sum in respect of an
amount due under this Agreement or any other Financing Document
or under any judgment or order.</p>

<p align="center"><b>ARTICLE 3</b><font color="#0000FF"><b><br>
REPRESENTATIONS AND WARRANTIES</b></font></p>

<p>The Borrower represents and warrants to the Lender that:</p>

<p><b>3.1 </b><font color="#0000FF"><b>Organization; Powers</b></font>.
Each of the Borrower and its Subsidiaries is duly organized and
validly existing under the laws of the jurisdiction of its
organization, has all requisite power and authority to carry on
its business as now and formerly conducted and is qualified to do
business in, and is in good standing in, every jurisdiction where
such qualification is required.</p>

<p><b>3.2 </b><font color="#0000FF"><b>Authorization;
Enforceability</b></font>. The Transactions are within the
Companies&#146; corporate powers and have been duly authorized by
all necessary corporate and, if required, shareholder action.
This Agreement and the other Financing Documents have been duly
executed and delivered by the Companies (as applicable) and
constitute legal, valid and binding obligations of the Companies
(as applicable), enforceable in accordance with their terms,
subject to applicable bankruptcy, insolvency, reorganisation,
moratorium or other Laws affecting creditors&#146; rights
generally and subject to general principles of equity, regardless
of whether considered in a proceeding in equity or at law.</p>

<p><b>3.3 </b><font color="#0000FF"><b>Governmental Approvals; No
Conflicts</b></font>. The Transactions (a)&nbsp;do not require
any consent or approval of, registration or filing with, or any
other action by, any Governmental Authority, except as disclosed
in Schedule&nbsp;B, (b)&nbsp;will not violate any applicable Law
or the charter, by-laws or other organizational documents of the
Companies or any order of any Governmental Authority,
(c)&nbsp;will not violate or result in a default under any
indenture, agreement or other instrument binding upon the
Companies or their respective assets, or give rise to a right
thereunder to require any payment to be made by the Companies,
and (d)&nbsp;will not result in the creation or imposition of any
Lien on any asset of the Companies, except for any Lien arising
in favour of the Lender under the Financing Documents.</p>

<p><b>3.4 </b><font color="#0000FF"><b>Financial Condition; No
Material Adverse Effect</b></font>.</p>

<p>(a) The Borrower has furnished to the Lender its consolidated
balance sheets and statements of income, retained earnings and
changes in financial position (i)&nbsp;as of and for the Fiscal
Year ended December 31, 2001, reported on by its auditors, and
(ii)&nbsp;as of and for the Fiscal Quarter and the portion of the
Fiscal Year ended September 30, 2002, certified by a Responsible
Officer. Such financial statements present fairly, in all
material respects, the consolidated financial position and
results of operations and cash flows of the Borrower as of such
dates and for such periods in accordance with GAAP, subject to
year-end audit adjustments and the absence of footnotes in the
case of the statements referred to in clause (ii) above.</p>

<p>(b) All information (including that disclosed in all financial
statements) pertaining to the Borrower and its consolidated
Subsidiaries (the &quot;<u>Information</u>&quot;) that has been
or will be made available to the Lender by the Borrower or any
representative of the Borrower, taken as a whole, is or will be,
when furnished, complete and correct in all material respects and
does not or will not, when furnished, contain any untrue
statement of a material fact or omit to state a material fact
necessary in order to make the statements contained therein not
materially misleading in light of the circumstances under which
such statements are made. The projections that have been or will
be made available to the Lender by the Borrower or any
representative of the Borrower have been or will be prepared in
good faith based upon reasonable assumptions. </p>

<p><b>3.5 </b><font color="#0000FF"><b>Litigation</b></font>. </p>

<p>(a) Except as disclosed in Schedule&nbsp;A, there are no
actions, suits or proceedings (including any Tax-related matter)
by or before any arbitrator or Governmental Authority pending
against or, to the knowledge of the Borrower, threatened against
or affecting the Borrower or any of the Subsidiaries (i)&nbsp;as
to which there is a reasonable possibility of an adverse
determination and that, if adversely determined, could reasonably
be expected, individually or in the aggregate, to result in a
Material Adverse Effect (other than the Disclosed Matters), or
(ii)&nbsp;that involve this Agreement, any other Financing
Document, or the Transactions.</p>

<p>(b) Since the date of this Agreement, there has been no change
in the status of the Disclosed Matters that, individually or in
the aggregate, has resulted in, or materially increased the
likelihood of, a Material Adverse Effect.</p>

<p><b>3.6 </b><font color="#0000FF"><b>Compliance with Laws and
Agreements</b></font>. Each of the Companies is in compliance
with all Laws applicable to it or its property and all
indentures, agreements and other instruments binding upon it or
its property, except where the failure to do so, individually or
in the aggregate, could not reasonably be expected to result in a
Material Adverse Effect. None of the Companies has violated or
failed to obtain any Authorization necessary to the ownership of
any of its property or assets or the conduct of its business,
which violation or failure could reasonably be expected to have
(in the event that such a violation or failure were asserted by
any Person through appropriate action) a Material Adverse Effect.</p>

<p><b>3.7 </b><font color="#0000FF"><b>Taxes</b></font>. The
Companies have timely filed or caused to be filed all Tax returns
and reports required to have been filed and have paid or caused
to be paid, or have adequately reserved for, all Taxes required
to have been paid by them (including all instalments with respect
to the current period) and have made adequate provision for Taxes
for the current period except for Taxes that are being contested
in good faith by appropriate proceedings and for which the
applicable Company has set aside on its books adequate reserves.</p>

<p><b>3.8 </b><font color="#0000FF"><b>Titles to Personal
Property</b></font>. The Companies, other than Fahnestock &amp;
Co., have title to their respective owned personal properties,
and with respect to leased personal properties, title to the
leasehold estate with respect thereto, pursuant to valid and
enforceable leases, free and clear of all Liens except Permitted
Liens.</p>

<p><b>3.9 </b><font color="#0000FF"><b>Disclosure</b></font><b>.</b>
The Borrower has disclosed to the Lender all agreements,
instruments and corporate or other restrictions to which it or
any of the Subsidiaries is subject, and all other matters known
to it, that, individually or in the aggregate, could reasonably
be expected to result in a Material Adverse Effect. All
liabilities of the Borrower have been disclosed to the Lender in
writing.</p>

<p><b>3.10 </b><font color="#0000FF"><b>Defaults</b></font><b>.</b>
Neither the Borrower nor any Subsidiary is in default nor has any
event or circumstance occurred which, but for the passage of time
or the giving of notice, or both, would constitute a default (in
any respect that would have a Material Adverse Effect) under any
loan or credit agreement, indenture, mortgage, deed of trust,
security agreement or other instrument or agreement evidencing or
pertaining to any Indebtedness of the Borrower or any Subsidiary,
or under any material agreement or instrument to which the
Borrower or any Subsidiary is a party or by which the Borrower or
any Subsidiary is bound, except as disclosed to the Lender in
Schedule&nbsp;D. No Default has occurred and is continuing.</p>

<p><b>3.11 </b><font color="#0000FF"><b>Subsidiaries</b></font><b>.</b>
As of the date hereof, Schedule&nbsp;E correctly sets forth the
(i)&nbsp;names, (ii)&nbsp;form of legal entity, (iii)&nbsp;the
percentage ownership of each entity in which the Borrower or any
Subsidiary has an ownership interest, and (iv)&nbsp;jurisdictions
of organization of all Subsidiaries of the Borrower. Except as
described in Schedule&nbsp;E, as of the date hereof, the Borrower
does not own any Equity Securities or debt securities which are
convertible into, or exchangeable for, Equity Securities of any
Person. </p>

<p><b>3.12 </b><font color="#0000FF"><b>Insurance</b></font><b>.</b>
All policies of fire, liability, workers&#146; compensation,
casualty, flood, business interruption and other forms of
insurance owned or held by the Borrower and each of the
Subsidiaries provide adequate insurance coverage in at least such
amounts and against at least such risks (but including in any
event public liability) as are usually insured against in the
same general area by companies engaged in the same or a similar
business for the assets and operations of the Borrower and each
Subsidiary. All such material policies are in full force and
effect, all premiums with respect thereto have been paid in
accordance with their respective terms, and no notice of
cancellation or termination has been received with respect to any
such policy. </p>

<p><b>3.13 </b><font color="#0000FF"><b>Solvency</b></font><b>.</b>
Neither the Borrower nor any Subsidiary is an &quot;insolvent
person&quot; within the meaning of the <i>Bankruptcy and
Insolvency Act </i>(Canada), R.S.C. 1985, c.B-3 or within the
meaning of any corresponding legislation in the United States of
America.</p>

<p><b>3.14 </b><font color="#0000FF"><b>Employee Matters</b></font><b>.
</b>Each of the Borrower and its Subsidiaries has withheld from
each payment to each of their respective officers, directors and
employees the amount of all Taxes, including income tax, pension
plan, unemployment insurance and other payments and deductions
required to be withheld therefrom, and has paid the same to the
proper taxation or other receiving authority in accordance with
applicable Law. None of the Borrower nor any Subsidiary is
subject to any claim by or liability to any of their respective
officers, directors or employees for salary (including vacation
pay) or benefits which would rank in whole or in part <i>pari
passu</i> with or prior to the Liens created by the Security
Documents.</p>

<p><b>3.15 </b><font color="#0000FF"><b>Fiscal Year</b></font><b>.</b>
The Fiscal Year of the Borrower ends on December 31 of each
calendar year, and the Borrower&#146;s Fiscal Quarters end on the
last day of each of March, June, September and December of each
calendar year.</p>

<p><b>3.16 </b><font color="#0000FF"><b>Intellectual Property
Rights</b></font>. The Borrower and each Subsidiary is the
registered and beneficial owner of, with good and marketable
title, free of all licenses, franchises and Liens to all patents,
patent applications, trade marks, trade mark applications, trade
names, service marks, copyrights, industrial designs, integrated
circuit topographies, or other rights with respect to the
foregoing and other similar property, used in or necessary for
the present and planned future conduct of its business, without
any conflict with the rights of any other Person, other than as
listed on Schedule&nbsp;F, or other than for such conflicts as
could not reasonably be expected to have a Material Adverse
Effect. Except as set forth in Schedule&nbsp;F, no material claim
has been asserted and is pending by any Person with respect to
the use by the Borrower or any Subsidiary of any intellectual
property or challenging or questioning the validity,
enforceability or effectiveness of any intellectual property
necessary for the conduct of the business of the Borrower or any
Subsidiary. Except as disclosed in Schedule&nbsp;F or except as
could not reasonably be expected to have a Material Adverse
Effect, (i)&nbsp;the Borrower and each Subsidiary has the
exclusive right to use the intellectual property which the
Borrower (or each Subsidiary) owns, (ii)&nbsp;all applications
and registrations for such intellectual property are current, and
(iii)&nbsp;to the knowledge of the Borrower, the conduct of the
Borrower&#146;s and each Subsidiary&#146;s business does not
infringe the intellectual property rights of any other Person.</p>

<p><b>3.17 </b><font color="#0000FF"><b>Indebtedness</b></font><b>.</b>
None of the Borrower, Viner International or Viner Finance has
any Indebtedness outstanding, other than Indebtedness in favour
of the Lender and its Affiliates, and other than Indebtedness
amongst themselves.</p>

<p align="center"><b>ARTICLE 4</b><font color="#0000FF"><b><br>
CONDITIONS</b></font></p>

<p><b>4.1 </b><font color="#0000FF"><b>Closing Conditions</b></font><b>.</b>
The obligations of the Lender to make Loans hereunder shall not
become effective until the date on which each of the following
conditions is satisfied (or waived in accordance with Section
8.2):</p>

<p>(a) <u>Credit Agreement</u>. The Lender (or its counsel) shall
have received from each party hereto either (i)&nbsp;a
counterpart of this Agreement signed on behalf of each party
hereto, or (ii)&nbsp;written evidence satisfactory to the Lender
(which may include facsimile transmission of a signed signature
page of this Agreement) that each such party has signed a
counterpart of this Agreement.</p>

<p>(b) <u>Legal Opinions</u>. The Lender shall have received
favourable written opinions (addressed to the Lender and dated
the Closing Date) of Borden Ladner Gervais LLP and Skadden, Arps,
Slate, Meagher &amp; Flom LLP, counsel to the Borrower, covering
such matters relating to the Borrower, this Agreement, the other
Financing Documents, or the Transactions as the Lender shall
reasonably request (together with copies of all factual
certificates and legal opinions delivered to such counsel in
connection with such opinions upon which counsel has relied). </p>

<p>(c) <u>Corporate Certificates</u>. The Lender shall have
received:</p>

<blockquote>
    <blockquote>
        <blockquote>
            <blockquote>
                <blockquote>
                    <blockquote>
                        <p>(i) certified copies of the
                        resolutions of the Board of Directors of
                        the Borrower, and any Subsidiary which is
                        a party to any Financing Document, dated
                        as of the Closing Date, and approving, as
                        appropriate, the Loans, this Agreement
                        and the other Financing Documents, and
                        all other documents, if any, to which the
                        Borrower or such Subsidiary is a party
                        and evidencing corporate authorization
                        with respect to such documents; and</p>
                        <p>(ii) a certificate of the Secretary or
                        an Assistant Secretary of the Borrower,
                        and any Subsidiary which is a party to
                        any Financing Document, dated as of the
                        Closing Date, and certifying (A)&nbsp;the
                        name, title and true signature of each
                        officer of such Person authorized to
                        execute this Agreement and the other
                        Financing Documents to which it is a
                        party, (B)&nbsp;the name, title and true
                        signature of each officer of such Person
                        authorized to provide the certifications
                        required pursuant to this Agreement, and
                        (C)&nbsp;that attached thereto is a true
                        and complete copy of the articles of
                        incorporation and bylaws of the Borrower,
                        and any Subsidiary which is a party to
                        any Financing Document, as amended to
                        date, and a recent certificate of status,
                        certificate of compliance, good standing
                        certificate or analogous certificate.</p>
                    </blockquote>
                </blockquote>
            </blockquote>
        </blockquote>
    </blockquote>
</blockquote>

<p>(d) <u>Closing Conditions Certificate.</u> The Lender shall
have received a certificate, dated the Closing Date and signed by
a Responsible Officer of the Borrower, confirming compliance with
the financial covenants set forth in Section 5.12 and with the
conditions set forth in Section 4.2(a) and (b).</p>

<p>(e) <u>Fees</u>. The Lender shall have received all fees and
other amounts due and payable on or prior to the Closing Date,
including, to the extent invoiced, reimbursement or payment of
all legal fees and other out-of-pocket expenses required to be
reimbursed or paid by the Borrower hereunder or under any other
Financing Document.</p>

<p>(f) <u>Execution and Delivery of Documentation</u>. The
Borrower and any Subsidiary which is a party to any Financing
Document shall have duly authorized, executed and delivered all
documents required hereunder, all in form and substance
satisfactory to the Lender, acting reasonably, and all of the
Security Documents shall have been registered in all offices in
which, in the opinion of the Lender or its counsel, registration
is necessary or of advantage to preserve the priority of the
Liens intended to be created thereby, and duplicate copies of
such Security Documents bearing or accompanied by appropriate
endorsements or certificates of registration shall have been
delivered to the Lender. The Lender shall have received and be
satisfied with the results of all personal property, pending
litigation, judgment, bankruptcy, bulk sale, execution and other
searches conducted by the Lender and its counsel with respect to
the Borrower and any Subsidiary in all jurisdictions selected by
the Lender and its counsel.</p>

<p>(g) <u>Security Documents</u>. The Lender shall have received:</p>

<blockquote>
    <blockquote>
        <blockquote>
            <blockquote>
                <blockquote>
                    <blockquote>
                        <p>(i) a guarantee executed by each of
                        Viner International and Viner Finance in
                        favour of the Lender dated as of the
                        Closing Date; </p>
                        <p>(ii) a securities pledge agreement
                        executed by the Borrower, in favour of
                        the Lender dated as of the Closing Date,
                        with respect to all shares in the capital
                        of Viner International, together with all
                        stock certificates, instruments and other
                        documents required to be delivered to the
                        Lender pursuant to such securities pledge
                        agreement;</p>
                        <p>(iii) a securities pledge agreement
                        executed by the Borrower, in favour of
                        the Lender dated as of the Closing Date,
                        with respect to all shares in the capital
                        of Fahnestock Canada, together with all
                        stock certificates, instruments and other
                        documents required to be delivered to the
                        Lender pursuant to such securities pledge
                        agreement;</p>
                        <p>(iv) a securities pledge agreement
                        executed by Viner International, in
                        favour of the Lender dated as of the
                        Closing Date, with respect to all shares
                        in the capital of Viner Finance, together
                        with all stock certificates, instruments
                        and other documents required to be
                        delivered to the Lender pursuant to such
                        securities pledge agreement; and</p>
                        <p>(v) a securities pledge agreement
                        executed by Viner Finance, in favour of
                        the Lender dated as of the Closing Date,
                        with respect to all shares in the capital
                        of Fahnestock &amp; Co., together with
                        all stock certificates, instruments and
                        other documents required to be delivered
                        to the Lender pursuant to such securities
                        pledge agreement.</p>
                        <p>All of the above Security Documents
                        shall be in form and substance
                        satisfactory to the Lender.</p>
                    </blockquote>
                </blockquote>
            </blockquote>
        </blockquote>
    </blockquote>
</blockquote>

<p>(h) <u>Regulatory Approval; Consents; Waivers</u>. The Lender
shall be satisfied, acting reasonably, that all material
Authorizations required in connection with the Transactions
contemplated hereby have been obtained and are in full force and
effect (including all approvals listed in Schedule&nbsp;B), and
that all consents and waivers required to consummate the
Transactions have been obtained.</p>

<p>(i) <u>Delivery of Financial Statements</u>. The Lender shall
have received (i)&nbsp;the audited consolidated balance sheets,
statements of income and retained earnings and statements of
changes in financial position of the Borrower for the Fiscal Year
ended December 31, 2001, and (ii)&nbsp;corresponding unaudited
financial statements in respect of the Borrower and in respect of
Fahnestock &amp; Co. for the 9 month period ended September 30,
2002.</p>

<p>(j) <u>Other Documentation</u>. The Lender shall have received
such other documents and instruments as are customary for
transactions of this type or as they may reasonably request.</p>

<p><b>4.2 </b><font color="#0000FF"><b>Each Credit Event</b></font><b>.</b>
The obligation of the Lender to make a Loan on the occasion of
any Borrowing is subject to the satisfaction of the following
conditions:</p>

<p>(a) the representations and warranties of the Borrower set
forth in this Agreement shall be true and correct on and as of
the date of each such Borrowing (except where such representation
or warranty refers to a different date);</p>

<p>(b) at the time of and immediately after giving effect to such
Borrowing no Default shall have occurred and be continuing; and</p>

<p>(c) the Lender shall have received a Borrowing Request in the
manner and within the time period required by Section 2.2.</p>

<p>Each Borrowing shall be deemed to constitute a representation
and warranty by the Borrower on the date thereof as to the
accuracy of the matters specified in paragraphs (a) and (b)
above.</p>

<p align="center"><b>ARTICLE 5</b><font color="#0000FF"><b><br>
AFFIRMATIVE COVENANTS</b></font></p>

<p>From (and including) the Closing Date until the Commitment has
expired or been terminated and the principal of and interest on
each Loan and all fees payable hereunder shall have been paid in
full the Borrower covenants and agrees with the Lender that:</p>

<p><b>5.1 </b><font color="#0000FF"><b>Financial Statements and
Other Information</b></font><b>.</b> The Borrower will furnish to
the Lender:</p>

<p>(a) as soon as available and in any event within 90 days after
the end of each Fiscal Year of the Borrower, its audited
consolidated balance sheet and related statements of income,
retained earnings and changes in financial position as of the end
of and for such Fiscal Year, setting forth in each case in
comparative form the figures for the previous Fiscal Year, all
reported on by PricewaterhouseCoopers or other independent
auditors of recognized national standing (without a &quot;going
concern&quot; or like qualification or exception and without any
qualification or exception as to the scope of such audit) to the
effect that such consolidated financial statements present fairly
in all material respects the financial condition and results of
operations of the Borrower and its Subsidiaries on a consolidated
basis in accordance with GAAP consistently applied;</p>

<p>(b) as soon as available and in any event within 45 days after
the end of each of the first three Fiscal Quarters of each Fiscal
Year of the Borrower, its unaudited consolidated balance sheet
and related statements of income, retained earnings and changes
in financial position as of the end of and for such Fiscal
Quarter and the then elapsed portion of the Fiscal Year which
includes such Fiscal Quarter, setting forth in each case in
comparative form the figures for the corresponding period or
periods of (or, in the case of the balance sheet, as of the end
of) the previous Fiscal Year, all certified by a Responsible
Officer as presenting fairly in all material respects the
financial condition and results of operations of the Borrower and
its Subsidiaries on a consolidated basis in accordance with GAAP
consistently applied, subject to normal year-end audit
adjustments;</p>

<p>(c) as soon as available and in any event within 45 days after
the end of each month, a certificate of the Borrower, signed by a
Responsible Officer, detailing the status of Employee Notes,
including the outstanding amount owed by each employee, and the
change in such outstanding amounts relative to the prior
month-end;</p>

<p>(d) concurrently with the financial statements required
pursuant to Sections 5.1(a) and (b) above, a certificate of the
Borrower with respect to the Companies, substantially in the form
of Exhibit&nbsp;B, signed by a Responsible Officer
(i)&nbsp;stating that a review of such financial statements
during the period covered thereby and of the activities of the
Borrower and the other Companies has been made under such
Responsible Officer&#146;s supervision with a view to determining
whether the Borrower and the other Companies have fulfilled all
of their obligations under this Agreement and the other Financing
Documents, (ii)&nbsp;stating that the Borrower and the other
Companies have fulfilled their obligations under this Agreement
and the other Financing Documents and that all representations
made in this Agreement continue to be true and correct as if made
on the date of such certification (or specifying the nature of
any change), except where such representation or warranty refers
to a different date, or, if there shall be a Default or Event of
Default, specifying the nature and status thereof and the
Borrower&#146;s proposed response thereto,
(iii)&nbsp;demonstrating in reasonable detail compliance
(including showing all material calculations) as at the end of
the most recently completed Fiscal Year or the most recently
completed Fiscal Quarter, with the financial covenants in Section
5.12, and (iv)&nbsp;containing or accompanied by such financial
or other details, information and material as the Lender may
reasonably request to evidence such compliance;</p>

<p>(e) concurrently with any delivery of financial statements
under Section 5.l(a) above, a certificate of the accounting firm
that reported on such financial statements stating whether that
firm obtained knowledge during the course of its examination of
such financial statements of any Default (which certificate may
be limited in form, scope and substance to the extent required by
applicable accounting rules or guidelines in effect from time to
time);</p>

<p>(f) promptly after the same become publicly available, copies
of all periodic and other reports, proxy statements and other
materials filed by the Borrower with any securities commission,
stock exchange or similar entity, and all materials distributed
out of the ordinary course by the Borrower to its shareholders
and which relate to matters in which the Lender can reasonably be
expected to have an interest, and copies, when filed, by
Fahnestock &amp; Co. of Focus Reports filed with the U.S.
Securities Exchange Commission;</p>

<p>(g) promptly after the Borrower learns of the receipt or
occurrence of any of the following, a certificate of the
Borrower, signed by a Responsible Officer, specifying
(i)&nbsp;any official notice of any violation, possible
violation, non-compliance or possible non-compliance, or claim
made by any Governmental Authority pertaining to all or any part
of the properties of the Borrower or any of the Subsidiaries
which could reasonably be expected to have a Material Adverse
Effect, (ii)&nbsp;any event which constitutes a Default or Event
of Default, together with a detailed statement specifying the
nature thereof and the steps being taken to cure such Default or
Event of Default, (iii)&nbsp;the receipt of any notice from, or
the taking of any other action by, the holder of any promissory
note, debenture or other evidence of Indebtedness of the Borrower
or any of the Subsidiaries in an amount in excess of
U.S.$1,000,000 with respect to an actual or alleged default,
together with a detailed statement specifying the notice given or
other action taken by such holder and the nature of the claimed
default and what action the Borrower or the relevant Subsidiary
is taking or proposes to take with respect thereto, (iv)&nbsp;any
default or non-compliance of any party to any of the Financing
Documents with any of the terms and conditions thereof or any
notice of termination or other proceedings or actions which could
reasonably be expected to adversely affect any of the Financing
Documents, (v)&nbsp;the creation, dissolution, merger or
acquisition of any Subsidiary, and (vi)&nbsp;any event,
development or condition which may reasonably be expected to have
a Material Adverse Effect;</p>

<p>(h) promptly after the occurrence thereof, notice of the
institution of or any material adverse development in any action,
suit or proceeding or any governmental investigation or any
arbitration before any court or arbitrator or any Governmental
Authority or official against the Borrower or any Subsidiary or
any material property of any thereof which could reasonably be
expected to have a Material Adverse Effect;</p>

<p>(i) upon request by the Lender, a summary of the insurance
coverages of the Borrower and the Subsidiaries, in form and
substance reasonably satisfactory to the Lender, and upon renewal
of any insurance policy, a copy of an insurance certificate
summarizing the terms of such policy, and upon request by the
Lender, copies of the applicable policies;</p>

<p>(j) concurrently with any delivery of financial statements
under Section 5.1(a) or (b) above, a certificate of a Responsible
Officer of the Borrower&nbsp;stating whether any change in GAAP
or in the application thereof has occurred since the date of the
audited financial statements referred to in this Section 5.1 and,
if any such change has occurred, specifying the effect of such
change on the financial statements accompanying such certificate;
and</p>

<p>(k) such other reports and information which the Lender may
reasonably request from time to time.</p>

<p><b>5.2 </b><font color="#0000FF"><b>Existence; Conduct of
Business</b></font><b>.</b> The Borrower will, and will cause
each of the other Companies to, do or cause to be done all things
necessary to preserve, renew and keep in full force and effect
their legal existence and, except to the extent that the failure
to do so could not reasonably be expected to result in a Material
Adverse Effect, obtain, preserve, renew and keep in full force
and effect any and all rights, licenses, permits, privileges and
franchises material to the conduct of their businesses.</p>

<p><b>5.3 </b><font color="#0000FF"><b>Payment of Obligations</b></font><b>.
</b>The Borrower will, and will cause each Subsidiary to, pay its
obligations, including Tax liabilities, that, if not paid, could
result in a Material Adverse Effect before the same shall become
delinquent or in default, except where (a)&nbsp;the validity or
amount thereof is being contested in good faith by appropriate
proceedings, (b)&nbsp;the Borrower or such Subsidiary has set
aside on its books adequate reserves with respect thereto in
accordance with GAAP, and (c)&nbsp;the failure to make payment
pending such contest could not reasonably be expected to result
in a Material Adverse Effect.</p>

<p><b>5.4 </b><font color="#0000FF"><b>Maintenance of Properties</b></font><b>.</b>
The Borrower will, and will cause each of the Subsidiaries to,
keep and maintain all property material to the conduct of its
business in good working order and condition, ordinary wear and
tear excepted, except to the extent that the failure to do so
could not reasonably be expected to have a Material Adverse
Effect.</p>

<p><b>5.5 </b><font color="#0000FF"><b>Books and Records;
Inspection Rights</b></font><b>.</b> The Borrower will, and will
cause each of the Subsidiaries to, keep proper books of record
and account in which full, true and correct entries are made of
all dealings and transactions in relation to its business and
activities. The Borrower will, and will cause each Subsidiary to,
permit any representatives designated by the Lender, upon
reasonable prior notice, to visit and inspect its properties, to
examine and make extracts from its books and records, and to
discuss its affairs, finances and condition with its officers and
independent accountants, all at such reasonable times and as
often as reasonably requested.</p>

<p><b>5.6 </b><font color="#0000FF"><b>Compliance with Laws and
Contracts</b></font><b>.</b> The Borrower will, and will cause
each Subsidiary to, comply with all Laws and orders of any
Governmental Authority applicable to it or its property and with
all of its material contractual obligations, including all
regulatory orders made by any Governmental Authority, except
where the failure to do so, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse
Effect.</p>

<p><b>5.7 </b><font color="#0000FF"><b>Use of Proceeds</b></font><b>.</b>
The proceeds of the Loans will be used solely (i) to make
Permitted Distributions by the Borrower, (ii) to be lent
directly, or indirectly through Viner International and/or Viner
Finance, to Fahnestock &amp; Co., to finance loans to be made to
employees of Fahnestock &amp; Co. to be evidenced by Employee
Notes, (iii) to make payments of interest, principal and other
amounts required hereunder, and (iv) to make incidental payments
for the normal ongoing operating costs of the Borrower.<b> </b></p>

<p><b>5.8 </b><font color="#0000FF"><b>Further Assurances</b></font><b>.</b>
The Borrower will, and will cause the other Companies to, cure
promptly any defects in the execution and delivery of the
Financing Documents, including this Agreement. Upon request, the
Borrower will, at its expense, as promptly as practical, execute
and deliver to the Lender, all such other and further documents,
agreements and instruments (and cause each Subsidiary to take
such action) in compliance with or performance of the covenants
and agreements of the Borrower or any Subsidiary in any of the
Financing Documents, including this Agreement, or to further
evidence and more fully describe the Collateral, or to correct
any omissions in any of the Financing Documents, or more fully to
state the security obligations set out herein or in any of the
Financing Documents, or to perfect, protect or preserve any Liens
created pursuant to any of the Financing Documents, or to make
any recordings, to file any notices, or obtain any consents, all
as may be necessary or appropriate in connection therewith. </p>

<p><b>5.9 </b><font color="#0000FF"><b>Insurance</b></font><b>.</b>
The Borrower will, and will cause each Subsidiary to, maintain or
cause to be maintained, with financially sound and reputable
insurers, insurance with respect to their respective properties
and business against such liabilities, casualties, risks and
contingencies and in such types (including business interruption
insurance) and amounts as is customary in the case of Persons
engaged in the same or similar businesses and similarly situated
and in accordance with any requirement of any Governmental
Authority. </p>

<p><b>5.10 </b><font color="#0000FF"><b>Operation and Maintenance
of Property</b></font><b>.</b> The Borrower will, and will cause
each Subsidiary to, manage and operate its business or cause its
business to be managed and operated (i)&nbsp;in accordance with
prudent industry practice in all material respects and in
compliance in all material respects with the terms and provisions
of all applicable licenses, leases, contracts and agreements, and
(ii)&nbsp;in compliance with all applicable laws of the
jurisdiction in which such businesses are carried on, and all
applicable Laws of every other Governmental Authority from time
to time constituted to regulate the ownership, management and
operation of such businesses, except where a failure to so manage
and operate would not have a Material Adverse </p>

<p><b>5.11 </b><font color="#0000FF"><b>Maintain Listings on NYSE
and TSX. </b></font>The Borrower will use reasonable efforts to
maintain the listing of its Class A non-voting shares on the New
York Stock Exchange and the Toronto Stock Exchange.</p>

<p><b>5.12 </b><font color="#0000FF"><b>Financial Covenants</b></font><b>.</b>
</p>

<p>(a) <u>Borrower&#146;s Liabilities to Equity Ratio</u>. The
Borrower will at all times maintain a Liabilities to Equity Ratio
at or below 4:1, and for the purposes of this calculation, the
liabilities of Fahnestock &amp; Co. excludes secured liabilities.</p>

<p>(b) <u>Fahnestock &amp; Co.&#146;s Liabilities to Equity Ratio</u>.
The Borrower will cause Fahnestock &amp; Co. to at all times
maintain a Liabilities to Equity Ratio at or below 3.5:1.</p>

<p>(c) <u>Fahnestock &amp; Co.&#146;s Minimum Excess Net Capital.</u>
The Borrower will cause Fahnestock &amp; Co. to at all times
maintain Excess Net Capital of not less than U.S.$100,000,000.</p>

<p><b>5.13 </b><font color="#0000FF"><b>Distributions.</b></font>
The Borrower will cause:</p>

<p>(c) Viner Finance to pay to Viner International all amounts
received by Viner Finance on account of the shares of Fahnestock
&amp; Co. held by Viner Finance upon receipt thereof other than
(i)&nbsp;such amounts as are required by Viner Finance to pay
administrative expenses incurred in the ordinary course of
business, (ii)&nbsp;such amounts as are required for Viner
Finance to make payments then due or to become due in the next 30
days in respect of the zero coupon promissory note to be issued
by Viner Finance to the Lender (or an Affiliate of the Lender),
as contemplated by the Asset Purchase Agreement, and
(iii)&nbsp;such amounts as are required for Viner Finance to make
payments on intercorporate debt owing by it to Viner
International or to the Borrower from time to time; and</p>

<p>(b) Viner International to pay to the Borrower all amounts
received by Viner International on account of the shares of Viner
Finance held by Viner International upon receipt of such proceeds
other than (i)&nbsp;such amounts as are required by Viner
International to pay administrative expenses incurred in the
ordinary course of business, (ii)&nbsp;such amounts as are
required for Viner International to pay amounts due or accruing
due on the Debentures (as such term is defined in the Asset
Purchase Agreement) issued by Viner International to the Lender
(or an Affiliate of the Lender), and (iii)&nbsp;such amounts as
are required for Viner International to make payments on
intercorporate debt owing by it to the Borrower from time to
time.</p>

<p align="center"><b>ARTICLE 6</b><font color="#0000FF"><b><br>
NEGATIVE COVENANTS</b></font></p>

<p>From (and including) the Closing Date until the Commitment has
expired or been terminated and the principal of and interest on
each Loan and all fees payable hereunder shall have been paid in
full, the Borrower covenants and agrees with the Lender that:</p>

<p><b>6.1 </b><font color="#0000FF"><b>Indebtedness</b></font><b>.</b>
The Borrower will not, and will not permit Viner International or
Viner Finance to, create, incur, assume or permit to exist any
Indebtedness without the prior written consent of the Lender,
except:</p>

<p>(a) any Indebtedness created hereunder;</p>

<p>(b) any Indebtedness existing on the date hereof and set forth
in Schedule&nbsp;G, but not any extensions, renewals or
replacements of any such Indebtedness; and</p>

<p>(c) any Indebtedness owing by Viner International to the
Borrower or by Viner Finance to Viner International or the
Borrower.</p>

<p><b>6.2 </b><font color="#0000FF"><b>Liens</b></font><b>.</b> </p>

<p>(a) The Borrower will not, and will not permit Viner
International or Viner Finance to create, incur, assume or permit
to exist any Lien on any property or asset now owned or hereafter
acquired by any of them except in Permitted Liens.</p>

<p>(b) The Borrower will not permit Fahnestock &amp; Co. to
create Liens, other than (i) in Permitted Liens, and (ii) Liens
created in the ordinary course of its business, subject to
Section 6.3. </p>

<p><b>6.3 </b><font color="#0000FF"><b>Employee Notes</b></font>.
The Borrower will not permit Fahnestock &amp; Co. to sell, assign
or otherwise encumber the Employee Notes. </p>

<p><b>6.4 </b><font color="#0000FF"><b>Fundamental Changes</b></font><b>.</b></p>

<p>(a) Each of the Companies will not merge into or amalgamate or
consolidate with any other Person, or permit any other Person to
merge into or amalgamate or consolidate with it, or sell,
transfer, lease or otherwise dispose of (in one transaction or in
a series of transactions) all or substantially all of its assets.</p>

<p>(b) The Borrower&#146;s business shall be restricted to
holding all of the issued and outstanding Equity Securities of
Viner International and Fahnestock Canada, and the Borrower shall
continue to hold all of the outstanding Equity Securities of
Viner International and Fahnestock Canada.</p>

<p>(c) Viner International&#146;s business shall be restricted to
holding all of the issued and outstanding Equity Securities of
Viner Finance, and Viner International shall continue to hold all
of the outstanding Equity Securities of Viner Finance.</p>

<p>(d) Viner Finance&#146;s business shall be restricted to
holding all of the issued and outstanding Equity Securities of
Fahnestock &amp; Co., and Viner Finance shall continue to hold
all of the outstanding Equity Securities of Fahnestock &amp; Co.</p>

<p><b>6.5 </b><font color="#0000FF"><b>Restricted Payments</b></font><b>.</b>
The Borrower will not declare, pay or make, or agree to pay or
make, directly or indirectly, any Restricted Payment, provided
that the Borrower may make Permitted Distributions.</p>

<p><b>6.6 </b><font color="#0000FF"><b>Transactions with
Affiliates</b></font><b>.</b> The Borrower will not, and will not
permit any Subsidiary to, sell, lease or otherwise transfer any
property or assets to, or purchase, lease or otherwise acquire
any property or assets from, or otherwise engage in any other
transactions (other than intercorporate loans permitted by
Section 3.17) with, any of its Affiliates, except in the ordinary
course of business at prices and on terms and conditions not less
favourable to the Borrower or such Subsidiary than could be
obtained on an arm&#146;s-length basis from unrelated third
parties.</p>

<p><b>6.7 </b><font color="#0000FF"><b>Issuance of Shares</b></font><b>.</b>
The Companies, other than the Borrower, will not authorize or
issue&nbsp;any preferred shares or other Equity Securities unless
such securities are pledged, directly or indirectly, to the
Lender.</p>

<p align="center"><b>ARTICLE 7</b><font color="#0000FF"><b><br>
EVENTS OF DEFAULT</b></font></p>

<p><b>7.1 </b><font color="#0000FF"><b>Events of Default</b></font><b>.</b>
If any of the following events (&quot;<u>Events of Default</u>&quot;)
shall occur:</p>

<p>(a) the Borrower shall fail to pay any principal of any Loan
when and as the same shall become due and payable, whether at the
due date thereof or at a date fixed for prepayment thereof or
otherwise and such failure shall continue unremedied for a period
of two Business Days;</p>

<p>(b) the Borrower shall fail to pay any interest on any Loan or
any fee or any other amount (other than an amount referred to in
clause (a) above) payable under this Agreement, when and as the
same shall become due and payable and such failure shall continue
unremedied for a period of ten Business Days;</p>

<p>(c) any representation or warranty made or deemed made by or
on behalf of the Borrower or any Subsidiary in or in connection
with any Financing Document or any amendment or modification
thereof or waiver thereunder, or in any report, certificate,
financial statement or other document furnished pursuant to or in
connection with any Financing Document or any amendment or
modification thereof or waiver thereunder, shall prove to have
been incorrect in any material respect when made or deemed to be
made;</p>

<p>(d) the Borrower shall fail to observe or perform any
covenant, condition or agreement contained in Section 5.1(i),
Section 5.2 (with respect to the Borrower&#146;s existence) or
Section 5.7, or in Article 6 (or in any comparable provision of
any other Financing Document);</p>

<p>(e) the Borrower shall fail to observe or perform any
covenant, condition or agreement contained in this Agreement
(other than those specified in clauses (a), (b) or (d) above) or
any other Financing Document, and such failure shall continue
unremedied for a period of 30&nbsp;days after notice thereof from
the Lender to the Borrower;</p>

<p>(f) the Borrower or any Subsidiary:</p>

<blockquote>
    <blockquote>
        <blockquote>
            <blockquote>
                <blockquote>
                    <blockquote>
                        <p>(i) becomes insolvent, or generally
                        does not or becomes unable to pay its
                        debts or meet its liabilities as the same
                        become due, or admits in writing its
                        inability to pay its debts generally, or
                        declares any general moratorium on its
                        indebtedness, or proposes a compromise or
                        arrangement between it and any class of
                        its creditors;</p>
                        <p>(ii) commits an act of bankruptcy
                        under the <i>Bankruptcy and Insolvency
                        Act </i>(Canada), or makes an assignment
                        of its property for the general benefit
                        of its creditors under such Act, or makes
                        a proposal (or files a notice of its
                        intention to do so) under such Act;</p>
                        <p>(iii) institutes any proceeding
                        seeking to adjudicate it an insolvent, or
                        seeking liquidation, dissolution,
                        winding-up, reorganization, compromise,
                        arrangement, adjustment, protection,
                        moratorium, relief, stay of proceedings
                        of creditors generally (or any class of
                        creditors), or composition of it or its
                        debts or any other relief, under any
                        federal, provincial or foreign Law now or
                        hereafter in effect relating to
                        bankruptcy, winding-up, insolvency,
                        reorganization, receivership, plans of
                        arrangement or relief or protection of
                        debtors (including the <i>Bankruptcy and
                        Insolvency Act</i> (Canada), the <i>Companies&#146;
                        Creditors Arrangement Act</i> (Canada)
                        and any applicable corporations
                        legislation) or at common law or in
                        equity, or files an answer admitting the
                        material allegations of a petition filed
                        against it in any such proceeding;</p>
                        <p>(iv) applies for the appointment of,
                        or the taking of possession by, a
                        receiver, interim receiver,
                        receiver/manager, sequestrator,
                        conservator, custodian, administrator,
                        trustee, liquidator or other similar
                        official for it or any substantial part
                        of its property; or</p>
                        <p>(v) threatens to do any of the
                        foregoing, or takes any action, corporate
                        or otherwise, to approve, effect, consent
                        to or authorize any of the actions
                        described in this Section 7.1(f) or in
                        Section 7.1(g) or otherwise acts in
                        furtherance thereof or fails to act in a
                        timely and appropriate manner in defense
                        thereof,</p>
                    </blockquote>
                </blockquote>
            </blockquote>
        </blockquote>
    </blockquote>
</blockquote>

<p>(g) any petition is filed, application made or other
proceeding instituted against or in respect of the Borrower or
any Subsidiary:</p>

<blockquote>
    <blockquote>
        <blockquote>
            <blockquote>
                <blockquote>
                    <blockquote>
                        <p>(i) seeking to adjudicate it an
                        insolvent;</p>
                        <p>(ii) seeking a receiving order against
                        it under the <i>Bankruptcy and Insolvency
                        Act</i> (Canada);</p>
                        <p>(iii) seeking liquidation,
                        dissolution, winding-up, reorganization,
                        compromise, arrangement, adjustment,
                        protection, moratorium, relief, stay of
                        proceedings of creditors generally (or
                        any class of creditors), or composition
                        of it or its debts or any other relief
                        under any federal, provincial or foreign
                        Law now or hereafter in effect relating
                        to bankruptcy, winding-up, insolvency,
                        reorganization, receivership, plans of
                        arrangement or relief or protection of
                        debtors (including the <i>Bankruptcy and
                        Insolvency Act</i> (Canada), the <i>Companies&#146;
                        Creditors Arrangement Act</i> (Canada)
                        and any applicable corporations
                        legislation) or at common law or in
                        equity; or</p>
                        <p>(iv) seeking the entry of an order for
                        relief or the appointment of, or the
                        taking of possession by, a receiver,
                        interim receiver, receiver/manager,
                        sequestrator, conservator, custodian,
                        administrator, trustee, liquidator or
                        other similar official for it or any
                        substantial part of its property;</p>
                    </blockquote>
                </blockquote>
            </blockquote>
        </blockquote>
    </blockquote>
</blockquote>

<p>and such petition, application or proceeding continues
undismissed, or unstayed and in effect, for a period of
30&nbsp;days after the institution thereof, <u>provided</u> that
if an order, decree or judgment is granted or entered (whether or
not entered or subject to appeal) against the Borrower or any
Subsidiary thereunder in the interim, such grace period will
cease to apply, and <u>provided</u> <u>further</u> that if the
Borrower or any Subsidiary files an answer admitting the material
allegations of a petition filed against it in any such
proceeding, such grace period will cease to apply;</p>

<p>(h) any other event occurs which, under the Laws of any
applicable jurisdiction, has an effect equivalent to any of the
events referred to in either of Sections 7.1(f) or (g);</p>

<p>(i) one or more judgments for the payment of money in a
cumulative amount in excess of U.S.$1,000,000 (or its then
equivalent in any other currency) in the aggregate is rendered
against the Borrower, any Subsidiary or any combination thereof
and the Borrower or Subsidiary has not (i)&nbsp;provided for its
discharge in accordance with its terms within 30&nbsp;days from
the date of entry thereof, or (ii)&nbsp;procured a stay of
execution thereof within 30&nbsp;days from the date of entry
thereof and within such period, or such longer period during
which execution of such judgment has not been stayed, appealed
such judgment and caused the execution thereof to be stayed
during such appeal, <u>provided</u> that if enforcement and/or
realization proceedings are lawfully commenced in respect thereof
in the interim, such grace period will cease to apply;</p>

<p>(j) any property of the Borrower or any Subsidiary having a
fair market value in excess of U.S.$1,000,000 (or its then
equivalent in any other currency) in the aggregate is seized
(including by way of execution, attachment, garnishment, levy or
distraint), or any Lien thereon securing Indebtedness in excess
of U.S.$1,000,000 (or its then equivalent in any other currency)
is enforced, or such property has become subject to any charging
order or equitable execution of a Governmental Authority, or any
writ of execution or distress warrant exists in respect of the
Borrower, any Subsidiary or the property of any of them, or any
sheriff or other Person becomes lawfully entitled by operation of
law or otherwise to seize or distrain upon such property and in
any case such seizure, enforcement, execution, attachment,
garnishment, distraint, charging order or equitable execution, or
other seizure or right, continues in effect and is not released
or discharged for more than 30&nbsp;days or such longer period
during which entitlement to the use of such property continues
with the Borrower or Subsidiary, and the Borrower or such
Subsidiary is contesting the same in good faith and by
appropriate proceedings, <u>provided</u> that if the property is
removed from the use of the Borrower or Subsidiary, or is sold,
in the interim, such grace period will cease to apply;</p>

<p>(k) one or more final judgments, not involving the payment of
money and not otherwise specified in this Section 7.1(k), has
been rendered against the Borrower or any Subsidiary, the result
of which could reasonably be expected to result in a Material
Adverse Effect, so long as the Borrower or Subsidiary has not
(i)&nbsp;provided for its discharge in accordance with its terms
within 30&nbsp;days from the date of entry thereof, or
(ii)&nbsp;procured a stay of execution thereof within
30&nbsp;days from the date of entry thereof and within such
period, or such longer period during which execution of such
judgment has been stayed, appealed such judgment and caused the
execution thereof to be stayed during such appeal, <u>provided</u>
that if enforcement and/or realization proceedings are lawfully
commenced in respect thereof in the interim, such grace period
will cease to apply;</p>

<p>(l) this Agreement, any other Financing Document or any
material obligation or other provision hereof or thereof at any
time for any reason terminates or ceases to be in full force and
effect and a legally valid, binding and enforceable obligation of
the Borrower or any Subsidiary, is declared to be void or
voidable or is repudiated, or the validity, binding effect,
legality or enforceability hereof or thereof is at any time
contested by the Borrower or any Subsidiary, or the Borrower or
any Subsidiary denies that it has any or any further liability or
obligation hereunder or thereunder or any action or proceeding is
commenced to enjoin or restrain the performance or observance by
the Borrower or any Subsidiary of any material terms hereof or
thereof or to question the validity or enforceability hereof or
thereof, or at any time it is unlawful or impossible for the
Borrower or any Subsidiary to perform any of its material
obligations hereunder or thereunder; </p>

<p>(m) any Lien purported to be created by any Security Document
shall cease to be, or shall be asserted by the Borrower or any
Subsidiary not to be, a valid, perfected, first priority, except
to the extent that any such loss of perfection or priority
results from the failure of the Lender to maintain possession of
certificates representing securities pledged under the Financing
Documents or otherwise take any action within its control
(including the filing of financing change statements to renew any
financing statement filed under applicable personal property
security laws); and</p>

<p>(n) the Borrower shall fail to maintain the listing of its
Class A non-voting shares on both the New York Stock Exchange and
the Toronto Stock Exchange;</p>

<p>then, and in every such event (other than an event with
respect to the Borrower described in clause (f), (g) or (h)
above), and at any time thereafter during the continuance of such
event or any other such event, the Lender may by notice to the
Borrower, take either or both of the following actions, at the
same or different times: (i)&nbsp;terminate the Commitment, and
thereupon the Commitment shall terminate immediately, and
(ii)&nbsp;declare the Loans then outstanding to be due and
payable in whole (or in part, in which case any principal not so
declared to be due and payable may thereafter be declared to be
due and payable), and thereupon the principal of the Loans so
declared to be due and payable, together with accrued interest
thereon and all fees and other obligations of the Borrower
accrued hereunder, shall become due and payable immediately,
without presentment, demand, protest or other notice of any kind
except as set forth earlier in this paragraph, all of which are
hereby waived by the Borrower; and in the case of any event with
respect to the Borrower described in clause (f), (g) or (h)
above, the Commitment shall automatically terminate and the
principal of the Loans then outstanding, together with accrued
interest thereon and all fees and other obligations of the
Borrower accrued hereunder, shall automatically become due and
payable, without presentment, demand, protest or other notice of
any kind, all of which are hereby waived by the Borrower.</p>

<p><b>7.2 </b><font color="#0000FF"><b>Legal Proceedings</b></font>.
During the existence of an Event of Default, the Lender may
commence such legal action or other proceedings as it, in its
sole discretion, deems expedient to collect the Indebtedness of
the Borrower under the Loan Documents and to exercise its rights
under the Security Documents or any part thereof, all without any
additional notice, presentation, demand, or protest, all of which
the Borrower, to the extent permitted by law, hereby expressly
waives.</p>

<p align="center"><b>ARTICLE 8</b><font color="#0000FF"><b><br>
MISCELLANEOUS</b></font></p>

<p><b>8.1 </b><font color="#0000FF"><b>Notices</b></font><b>.</b>
Except in the case of notices and other communications expressly
permitted to be given by telephone, all notices and other
communications provided for herein shall be in writing and shall
be delivered by hand or overnight courier service, mailed by
certified or registered mail or sent by facsimile in each case to
the addressee, as follows:</p>

<p>(a) if to the Borrower:</p>

<p>Fahnestock Viner Holdings Inc.</p>

<p>P.O. Box 2015</p>

<p>20 Eglinton Avenue West &#150; Suite 1100</p>

<p>Toronto, ON M4R 1K8</p>

<p>Attention: E.K. Roberts</p>

<p>Facsimile: 416.322.7007</p>

<p>with a copy to:</p>

<p>Borden Ladner Gervais LLP</p>

<p>Scotia Plaza &#150; Suite 4400</p>

<p>40 King Street West</p>

<p>Toronto, ON M5H 3Y4</p>

<p>Attention: A. Winn Oughtred</p>

<p>Facsimile: 416.361.7076</p>

<p>(b) if to the Lender:</p>

<p>Canadian Imperial Bank of Commerce</p>

<p>Head Office &#150; Commerce Court West &#150; 6<sup>th</sup>
Floor</p>

<p>Toronto, ON M5L 1A2</p>

<p>Attention: Thomas W. Desson</p>

<blockquote>
    <blockquote>
        <p>Senior-Vice President, Credit Risk Management</p>
    </blockquote>
</blockquote>

<p>Facsimile: 416.980.8948</p>

<p>with a copy to each of: </p>

<p>Canadian Imperial Bank of Commerce</p>

<p>245 Park Avenue</p>

<p>New York, New York 10167</p>

<p>Attention: A. Molestina</p>

<p>U.S. Head of Legal, Legal and Compliance</p>

<p>Facsimile: 917.332.4320</p>

<p>and; </p>

<p>CIBC World Markets</p>

<p>BCE Place - 12<sup>th</sup> Floor</p>

<p>Toronto, ON M5J 2S8</p>

<p>Attention: David Clifford</p>

<p>Managing Director</p>

<p>Facsimile: 416.956.6828</p>

<p>Any party hereto may change its address or facsimile number
for notices and other communications hereunder by notice to the
other parties hereto. All notices and other communications given
to any party hereto in accordance with the provisions of this
Agreement shall be deemed to have been given on the date of
receipt.</p>

<p><b>8.2 </b><font color="#0000FF"><b>Waivers; Amendments</b></font><b>.</b></p>

<p>(a) No failure or delay by the Lender in exercising any right
or power hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such a right or
power, preclude any other or further exercise thereof or the
exercise of any other right or power. The rights and remedies of
the Lender hereunder are cumulative and are not exclusive of any
rights or remedies that they would otherwise have. No waiver of
any provision of this Agreement or consent to any departure by
the Borrower therefrom shall in any event be effective unless the
same shall be permitted by Section 8.2(b), and then such waiver
or consent shall be effective only in the specific instance and
for the purpose for which given. Without limiting the generality
of the foregoing, the making of a Loan shall not be construed as
a waiver of any Default, regardless of whether the Lender may
have had notice or knowledge of such Default at the time.</p>

<p>(b) Neither this Agreement nor any other Financing Document
(or any provision hereof or thereof) may be waived, amended or
modified except pursuant to an agreement or agreements in writing
entered into by the Borrower and the Lender.</p>

<p><b>8.3 </b><font color="#0000FF"><b>Expenses; Indemnity;
Damage Waiver</b></font><b>.</b></p>

<p>(a) The Borrower shall pay (i)&nbsp;all reasonable
out-of-pocket expenses incurred by the Lender, including the
reasonable fees, charges and disbursements of counsel for the
Lender and all applicable Taxes, in connection with the
preparation and administration of this Agreement and the other
Financing Documents, (ii)&nbsp;all reasonable out-of-pocket
expenses incurred by the Lender, including the reasonable fees,
charges and disbursements of counsel for the Lender and
applicable Taxes, in connection with any amendments,
modifications or waivers of the provisions hereof or of any of
the other Financing Documents, (whether or not the transactions
contemplated hereby or thereby shall be consummated), and
(iii)&nbsp;all out-of-pocket expenses incurred by the Lender,
including the fees, charges and disbursements of any counsel for
the Lender and all applicable Taxes, in connection with the
enforcement or protection of its rights in connection with this
Agreement, including its rights under this Section, or in
connection with the Loans made hereunder, including all such
out-of-pocket expenses incurred during any workout, restructuring
or negotiations in respect of such Loans.</p>

<p>(b) The Borrower shall indemnify the Lender, as well as each
Related Party of the Lender, (each such Person being called an
&quot;<u>Indemnitee</u>&quot;) against, and hold each Indemnitee
harmless from, any and all losses, claims, cost recovery actions,
damages, expenses and liabilities of whatsoever nature or kind
and all reasonable out-of-pocket expenses (including due
diligence expenses, travel expenses and reasonable fees, charges
and disbursements of counsel) and all applicable Taxes to which
any Indemnitee may become subject arising out of or in connection
with (i)&nbsp;the execution or delivery of the Financing
Documents or any agreement or instrument contemplated thereby,
the performance by the parties thereto of their respective
obligations thereunder, and the consummation of the Transactions
or any other transactions thereunder, (ii)&nbsp;any Loan or any
actual or proposed use of the proceeds therefrom, or
(iii)&nbsp;any other aspect of this Agreement and the other
Financing Documents; <u>provided</u> that such indemnity shall
not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses are
determined by a court of competent jurisdiction by final and
non-appealable judgment to have resulted from the gross
negligence (it being acknowledged that ordinary negligence does
not necessarily constitute gross negligence) or wilful misconduct
of or material breach of this Agreement by such Indemnitee.</p>

<p>(c) The Borrower shall not assert, and hereby waives (to the
fullest extent permitted by applicable Law), any claim against
any Indemnitee, on any theory of liability, for special,
indirect, consequential or punitive damages (as opposed to direct
or actual damages) arising out of, in connection with, or as a
result of, any Financing Document, or any agreement or instrument
contemplated thereby, the Transactions, any Loan or the use of
the proceeds thereof.</p>

<p>(d) Any inspection of any property of the Borrower or any of
its Subsidiaries made by or through the Lender is for purposes of
administration of the Credit only, and neither the Borrower nor
any of its Subsidiaries is entitled to rely upon the same
(whether or not such inspections are at the expense of the
Borrower).</p>

<p>(e) By accepting or approving anything required to be
observed, performed, fulfilled or given to the Lender pursuant to
the Financing Documents, the Lender shall not be deemed to have
warranted or represented the sufficiency, legality, effectiveness
or legal effect of the same, or of any term, provision or
condition thereof, and such acceptance or approval thereof shall
not constitute a warranty or representation to anyone with
respect thereto by the Lender. </p>

<p>(f) The relationship between the Borrower and the Lender is,
and shall at all times remain, solely that of borrower and
lender. The Lender shall not under any circumstance be construed
to be a partner or joint venturer of the Borrower or its
Affiliates. The Lender does not undertake or assume any
responsibility or duty to the Borrower or its Affiliates to
select, review, inspect, supervise, pass judgment upon or inform
the Borrower or its Affiliates of any matter in connection with
their property or the operations of the Borrower or its
Affiliates. The Borrower and its Affiliates shall rely entirely
upon their own judgment with respect to such matters, and any
review, inspection, supervision, exercise of judgment or supply
of information undertaken or assumed by the Lender in connection
with such matters is solely for the protection of the Lender, and
neither the Borrower nor any other Person is entitled to rely
thereon.</p>

<p>(g) The Lender shall not be responsible or liable to any
Person for any loss, damage, liability or claim of any kind
relating to injury or death to Persons or damage to Property
caused by the actions, inaction or negligence of the Borrower or
any Subsidiary and/or their Affiliates and the Borrower hereby
indemnifies and holds the Lender and the Lender harmless on the
terms set forth in Section 8.3(b) from any such loss, damage,
liability or claim.</p>

<p>(h) This Agreement is made for the purpose of defining and
setting forth certain obligations, rights and duties of the
Borrower and the Lender in connection with the Loans, and is made
for the sole benefit of the Borrower and the Lender. Except as
provided in Sections 8.3(b) and 8.4, no other Person shall have
any rights of any nature hereunder or by reason hereof.</p>

<p>(i) All amounts due under this Section 8.3 shall be payable
not later than ten&nbsp;Business Days after written demand
therefor.</p>

<p><b>8.4 </b><font color="#0000FF"><b>Successors and Assigns</b></font><b>.</b></p>

<p>(a) The provisions of this Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective
successors and assigns permitted hereby, except that neither
party may assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of the
other party (and any attempted assignment or transfer by either
party without such consent shall be null and void). Nothing in
this Agreement, expressed or implied, shall be construed to
confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby and, to the
extent expressly contemplated hereby, the Related Parties of the
Lender) any legal or equitable right, remedy or claim under or by
reason of this Agreement.</p>

<p><b>8.5 </b><font color="#0000FF"><b>Survival</b></font><b>.</b>
All covenants, agreements, representations and warranties made by
the Borrower herein and in the certificates or other instruments
delivered in connection with or pursuant to this Agreement shall
be considered to have been relied upon by the other parties
hereto and shall survive the execution and delivery of this
Agreement and the making of any Loans, regardless of any
investigation made by any such other party or on its behalf and
notwithstanding that the Lender may have had notice or knowledge
of any Default or incorrect representation or warranty at the
time any credit is extended hereunder, and shall continue in full
force and effect as long as the principal of or any accrued
interest on any Loan or any fee or any other amount payable under
this Agreement is outstanding and unpaid and so long as the
Commitment has not expired or terminated. Sections 2.9, 2.10,
2.11 and 8.3 shall survive and remain in full force and effect,
regardless of the consummation of the Transactions, the repayment
of the Loans, the expiration or termination of the Commitment or
the termination of this Agreement or any provision hereof.</p>

<p><b>8.6 </b><font color="#0000FF"><b>Counterparts; Integration;
Effectiveness</b></font><b>.</b> This Agreement may be executed
in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but
all of which when taken together shall constitute a single
contract. This Agreement and the other Financing Documents
constitute the entire contract among the parties relating to the
subject matter hereof and supersede any and all previous
agreements and understandings, oral or written, relating to the
subject matter hereof. This Agreement shall become effective when
it shall have been executed by the Lender and when the Lender
shall have received counterparts hereof which, when taken
together, bear the signatures of each of the other parties
hereto, and thereafter shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and
permitted assigns. Delivery of an executed original counterpart
of a signature page of this Agreement by facsimile shall be as
effective as delivery of a manually executed original counterpart
of this Agreement.</p>

<p><b>8.7 </b><font color="#0000FF"><b>Severability</b></font><b>.</b>
Any provision of this Agreement held to be invalid, illegal or
unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and
enforceability of the remaining provisions hereof, and the
invalidity of a particular provision in a particular jurisdiction
shall not invalidate such provision in any other jurisdiction.</p>

<p><b>8.8 </b><font color="#0000FF"><b>Right of Set Off</b></font><b>.</b>
If an Event of Default shall have occurred and be continuing, the
Lender and each of its Affiliates is hereby authorized at any
time and from time to time, to the fullest extent permitted by
Law, to set off and apply any and all deposits (general or
special, time or demand, provisional or final) at any time held
and other obligations at any time owing by the Lender or
Affiliate to or for the credit or the account of the Borrower
against any of and all of the obligations of the Borrower now or
hereafter existing under this Agreement held by the Lender,
irrespective of whether or not the Lender shall have made any
demand under this Agreement and although such obligations may be
unmatured. The rights of the Lender under this Section are in
addition to other rights and remedies (including other rights of
set off) which the Lender may have.</p>

<p><b>8.9 </b><font color="#0000FF"><b>Governing Law;
Jurisdiction; Consent to Service of Process</b></font><b>.</b></p>

<p>(a) This Agreement shall be construed in accordance with and
governed by the Laws of the Province of Ontario and the federal
laws of Canada applicable therein.</p>

<p>(b) The Borrower hereby irrevocably and unconditionally
submits, for itself and its property, to the non-exclusive
jurisdiction of the Courts of the Province of Ontario, and any
appellate court thereof, in any action or proceeding arising out
of or relating to this Agreement, or any other Financing Document
or for recognition or enforcement of any judgment, and each of
the parties hereto hereby irrevocably and unconditionally agrees
that all claims in respect of any such action or proceeding may
be heard and determined in Ontario. Each of the parties hereto
agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by Law.
Nothing in this Agreement shall affect any right that the Lender
may otherwise have to bring any action or proceeding relating to
this Agreement or any other Financing Document against the
Borrower or its properties in the courts of any other
jurisdiction.</p>

<p>(c) The Borrower hereby irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do
so, any objection which it may now or hereafter have to the
laying of venue of any suit, action or proceeding arising out of
or relating to this Agreement in any court referred to in Section
8.9(b). Each of the parties hereto hereby irrevocably waives, to
the fullest extent permitted by Law, any <i>forum non conveniens</i>
defence to the maintenance of such action or proceeding in any
such court.</p>

<p>(d) Each party to this Agreement irrevocably consents to
service of process in the manner provided for notices in Section
8.1. Nothing in this Agreement will affect the right of any party
to this Agreement to serve process in any other manner permitted
by Law.</p>

<p><b>8.10 </b><font color="#0000FF"><b>WAIVER OF JURY TRIAL</b></font>.
EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT, ANY OTHER FINANCING DOCUMENT, OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON
CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO
(A)&nbsp;CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF
ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVER AND (B)&nbsp;ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.</p>

<p><b>8.11 </b><font color="#0000FF"><b>Headings</b></font><b>.</b>
Article and Section headings and the Table of Contents used
herein are for convenience of reference only, are not part of
this Agreement and shall not affect the construction of, or be
taken into consideration in interpreting, this Agreement.</p>

<p><b>8.12 </b><font color="#0000FF"><b>Confidentiality</b></font><b>.</b>
The Lender agrees to maintain the confidentiality of the
Information (as defined below), except that Information may be
disclosed (a)&nbsp;to each of its Affiliates, directors,
officers, employees, agents and advisors, including accountants,
legal counsel and other advisors (it being understood that the
Persons to whom such disclosure is made will be informed of the
confidential nature of such Information and instructed to keep
such Information confidential), (b)&nbsp;to the extent requested
by any regulatory authority or other Governmental Authority,
(c)&nbsp;to the extent required by applicable laws or regulations
or by any subpoena or similar legal process, (d)&nbsp;to any
other party to this Agreement, (e)&nbsp;in connection with the
exercise of any remedies under any Financing Document or any
suit, action or proceeding relating to any Financing Document or
the enforcement of rights thereunder, (f)&nbsp;subject to an
agreement containing provisions substantially the same as those
of this Section, to any actual or prospective assignee of any of
its rights or obligations under this Agreement, (g)&nbsp;with the
consent of the Borrower, or (h)&nbsp;to the extent such
Information (i)&nbsp;becomes publicly available other than as a
result of a breach of this Section, or (ii)&nbsp;becomes
available to the Lender on a non-confidential basis from a source
other than the Borrower. For the purposes of this Section, &quot;<u>Information</u>&quot;
means all information received from the Borrower relating to the
Borrower, any of its Subsidiaries, or their respective business,
other than any such information that is available to the Lender
on a non-confidential basis prior to disclosure by the Borrower; <u>provided</u>
that, in the case of information received from the Borrower after
the date hereof, such information is clearly identified as
confidential in writing at the time of delivery. Any Person
required to maintain the confidentiality of Information as
provided in this Section shall be considered to have complied
with its obligation to do so if such Person has exercised the
same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential
information.</p>

<p align="center"><b>[Balance of page intentionally left blank;
signature page follows.]</b></p>

<p align="center"><b></b>&nbsp;</p>

<p><b>IN WITNESS WHEREOF</b>, the parties hereto have caused this
Agreement to be duly executed by their respective authorized
officers as of the day and year first above written. </p>

<table border="0" cellpadding="7" cellspacing="0" width="638">
    <tr>
        <td valign="top" width="42%">&nbsp;</td>
        <td valign="top" width="58%"><b>FAHNESTOCK VINER HOLDINGS
        INC.</b><p>By:<u> &quot;A.W.Oughtred&quot; </u></p>
        <p>A. Winn Oughtred</p>
        <p>Secretary</p>
        </td>
    </tr>
    <tr>
        <td valign="top" width="42%">&nbsp;</td>
        <td valign="top" width="58%"><b>CANADIAN IMPERIAL BANK OF
        COMMERCE </b><p>By:<u> &quot;T.W. Desson&quot; </u></p>
        <p>Name: Thomas W. Desson</p>
        <p>Title: Senior Vice-President Credit Risk Management</p>
        <p>By:<u> </u></p>
        <p>Name:</p>
        <p>Title:</p>
        </td>
    </tr>
</table>
</body>
</html>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>4
<FILENAME>exchdeb.htm
<DESCRIPTION>EXHIBIT 4.3 EXCHANGEABLE DEBENTURE
<TEXT>
<!DOCTYPE HTML PUBLIC "-//IETF//DTD HTML//EN">
<html>


<body bgcolor="#FFFFFF">

EXHIBIT 4.3
FAHNESTOCK VINER HOLDINGS INC.
FORM 8-K DATED JANUARY 17, 2003
EXCHANGEABLE DEBENTURE

<p><b>THIS EXCHANGEABLE DEBENTURE HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE &quot;SECURITIES
ACT&quot;), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
TRANSFERRED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR
STATE SECURITIES LAWS OR AN OPINION OF COUNSEL, SATISFACTORY TO
THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED AND OTHERWISE
SUBJECT TO THE RESTRICTIONS CONTAINED HEREIN. </b></p>

<p><b>THIS EXCHANGEABLE DEBENTURE IS SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFER AND RIGHTS OF REPURCHASE WHICH ARE SET
FORTH IN A STAKEHOLDERS AGREEMENT. A COPY OF SUCH AGREEMENT WILL
BE PROVIDED WITHOUT COST BY THE COMPANY UPON REQUEST TO THE
HOLDER OF THIS EXCHANGEABLE DEBENTURE.</b></p>

<p><b></b>&nbsp;</p>

<p><b></b>&nbsp;</p>

<p>&nbsp;</p>

<p align="center">E. A. VINER INTERNATIONAL CO.</p>

<p>&nbsp;</p>

<p align="center">VARIABLE RATE EXCHANGEABLE DEBENTURE DUE 2013</p>

<p>$69,980,828 January 6, 2003</p>

<p>E. A. Viner International Co., a Delaware corporation (the
&quot;Company,&quot; which term includes any successor
corporation or other business entity), for value received, hereby
promises to pay to Canadian Imperial Bank of Commerce (including
its permitted designees or assignees, &quot;Holder&quot;), the
principal sum of SIXTY NINE MILLION, NINE HUNDRED EIGHTY
THOUSAND, EIGHT HUNDRED TWENTY EIGHT U.S. DOLLARS ($69,980,828)
on January 2, 2013 (the &quot;Maturity Date&quot;), together with
interest on the unpaid balance of the principal amount of this
Variable Rate Exchangeable Debenture (the &quot;Exchangeable
Debenture&quot;) at a variable rate calculated in accordance with
the formula set forth in Section 1 below, interest to be payable
in the manner and at times provided herein. Certain defined terms
are set forth in Section 4 hereof and elsewhere herein. </p>

<p><u>Interest</u>. The interest rate for the period (i)
commencing on the date of original issuance of this Exchangeable
Debenture (the &quot;Issue Date&quot;) and ending on the one year
anniversary of the Issue Date, shall be 3% per annum; (ii)
commencing on the day immediately following the one year
anniversary of the Issue Date and ending on the four year
anniversary of the Issue Date, shall be 4% per annum; and (iii)
commencing on the day immediately following the four year
anniversary of the Issue Date until the Maturity Date, shall be
5% per annum. Accrued but unpaid interest on this Exchangeable
Debenture will be payable on the last Business Day of June 2003
and on the last Business Day of each December and June thereafter
(each an &quot;Interest Payment Date&quot;). Interest on this
Exchangeable Debenture will accrue from the most recent date to
which interest has been paid or accrued as provided in the
preceding sentence or, if no interest has been paid, from the
Issue Date. Interest will be computed on the basis of a 360-day
year for the actual days elapsed. In the event that the Company
fails to timely pay interest on an Interest Payment Date or
otherwise during the occurrence and continuance of an Event of
Default, such unpaid interest shall compound semi-annually until
paid by the Company at a rate equal to 2% above the then
applicable interest rate. Nothing herein shall preclude the
Company from withholding any tax amounts imposed on or with
respect to Holder from any payments made hereunder, which tax
amounts are required to be withheld by any law or regulation.</p>

<p><u>Repayment</u>. Unless earlier exchanged, the outstanding
principal of this Exchangeable Debenture, together with accrued
but unpaid interest thereon, shall be immediately due and payable
and shall be repaid on the Put Date in whole, or in part, to the
extent this Exchangeable Debenture is retracted pursuant to
Section 8(b), or in whole on the Retraction Date, to the extent
this Exchangeable Debenture is retracted pursuant to Section
8(c), or in whole on the Maturity Date. </p>

<p><u>Method of Cash Payment</u>. </p>

<p>The Company will make cash payments of principal and interest
in currency of the United States that at the time of payment is
legal tender for payment of public and private debts. Cash
payments shall be made to Holder by wire transfer of immediately
available funds to an account designated in writing by Holder and
provided to the Company at least ten (10) Business Days before
any Payment Date.</p>

<p><u>Certain Defined Terms</u>. </p>

<blockquote>
    <blockquote>
        <p>The following terms shall have the following meanings:</p>
    </blockquote>
</blockquote>

<p>&quot;<u>Affiliate</u>&quot; means, with respect to a
specified Person, a Person that directly or indirectly, through
one or more intermediaries, controls, or is controlled by or is
under common control with, the Person specified.</p>

<p>&quot;<u>Asset Purchase Agreement</u>&quot; means the Asset
Purchase Agreement, dated as of December 9, 2002, as amended, by
and among the Parent, Canadian Imperial Bank of Commerce and
certain of their Affiliates.</p>

<p>&quot;<u>Average Market Value</u>&quot; means, with respect to
Class A Shares, the average of the last reported sale price for
the Class A Shares on the NYSE for the 20 consecutive Business
Days ending five Business Days prior to the Put Date or Maturity
Date, as applicable.</p>

<p>&quot;<u>Bankruptcy Law</u>&quot; means, with respect to the
Company, Title 11, United States Bankruptcy Code, or with respect
to the Parent, the Bankruptcy and Insolvency Act (Canada) and the
Companies&#146; Creditors Arrangement Act (Canada), and in each
case any similar law relating to reorganization or for the
appointment of a receiver, liquidator or trustee in respect of
all or a material portion of the Company&#146;s or Parent&#146;s
property or an assignment for the benefit of creditors, or any
similar law for the relief of debtors. </p>

<p>&quot;<u>Board of Directors</u>&quot; means the Board of
Directors of the Company or Parent, as the case may be, or any
committee thereof duly authorized to act on behalf of such Board.</p>

<p>&quot;<u>Business Day</u>&quot; means any day other than a
Saturday, Sunday or other day on which the NYSE is not open for
trading.</p>

<p>&quot;<u>Class A Shares</u>&quot; means the Class A non-voting
shares of the Parent and any capital stock or other securities
that are issued in respect of, in exchange for, or in
substitution of, any Class A Shares by reason of any
reorganization, recapitalization, reclassification, merger,
consolidation, spin-off, partial or complete liquidation, stock
dividend, split-up, sale of assets, distribution to stockholders
or combination of the Class A Shares or any other change in the
capital structure of the Company.</p>

<p>&quot;<u>Current Market Price Per Share</u>&quot; has the
meaning set forth in Section 5(h) hereof.</p>

<p>&quot;<u>Custodian</u>&quot; means any receiver, trustee,
assignee, liquidator, custodian or similar official under any
Bankruptcy Law.</p>

<p>&quot;<u>Determination Date</u>&quot; has the meaning set
forth in Section 5(h) hereof.</p>

<p>&quot;<u>GAAP</u>&quot; means generally accepted accounting
principles in the United States.</p>

<p>&quot;<u>Exchange Date</u>&quot; has the meaning set forth in
Section 5(d) hereof.</p>

<p>&quot;<u>Exchange Effective Date</u>&quot; has the meaning set
forth in Section 5(c) hereof.</p>

<p>&quot;<u>Exchange Price</u>&quot; has the meaning set forth in
Section 5(h) hereof.</p>

<p>&quot;<u>Exchangeable Debenture </u>&quot; means this Variable
Rate Exchangeable Debenture Due 2013 issued by the Company in the
initial principal amount of $69,980,828 and any Exchangeable
Debenture issued in replacement thereof, as such Exchangeable
Debenture may be amended from time to time.</p>

<p>&quot;<u>Expiration Time</u>&quot; has the meaning set forth
in Section 5(h) hereof.</p>

<p>&quot;<u>Governmental Entity</u>&quot; means any national,
federal, state, provincial, municipal, local, territorial,
foreign or other governmental entity or any department,
commission, board, bureau, agency, regulatory authority or
instrumentality thereof, or any court, judicial, administrative
or arbitral body or public or private tribunal.</p>

<p>&quot;<u>Guarantee</u>&quot; means any obligation, contingent
or otherwise, of any Person directly or indirectly guaranteeing
any indebtedness of any other Person and any obligation, direct
or indirect, contingent or otherwise, of such Person (1) to
purchase or pay (or advance or supply funds for the purchase or
payment of) such indebtedness or other obligation of such Person
(whether arising by virtue of partnership arrangements, or by
agreements to keepwell, to purchase assets, goods, securities or
services, to take-or-pay or to maintain financial statement
conditions or otherwise) or (2) entered into for the purpose of
assuring in any other manner the obligee of such indebtedness of
the payment thereof or to protect such obligee against loss in
respect thereof (in whole or in part); provided, however, that
the term &quot;Guarantee&quot; shall not include endorsements for
collection or deposit in the ordinary course of business. The
term &quot;Guarantee&quot; used as a verb has a corresponding
meaning.</p>

<p>&quot;<u>HSR Act</u>&quot; means the United States Hart-Scott
Rodino Antitrust Improvements Act of 1976, as amended.</p>

<p>&quot;<u>Indebtedness</u>&quot; means of any Person at any
date, without duplication, (a) all obligations of such Person for
borrowed money, (b) all obligations of such Person evidenced by
bonds (other than performance bonds), debentures, notes or other
similar instruments, (c) all obligations of such Person to pay
the deferred purchase price of property or services (other than
trade payables incurred in the ordinary course of business), (d)
all obligations of such Person under capital leases, (e) all
contingent or non-contingent obligations of such Person to
reimburse any Person in respect of amounts paid or payable
(currently or in the future, on a contingent or non-contingent
basis) under a letter of credit or similar instrument, (f) all
Indebtedness of any other Person secured by a lien on any asset
of such Person, and (g) all Indebtedness of others Guaranteed by
such Person; provided that Indebtedness shall not include
intercompany Indebtedness, which is expressly subordinate and
junior in right of payment to the Exchangeable Debenture.</p>

<p>&quot;<u>Interest Payment Date</u>&quot; has the meaning set
forth in Section 1 hereof.</p>

<p>&quot;<u>Issue Date</u>&quot; has the meaning set forth in
Section 1 hereof.</p>

<p>&quot;<u>NYSE</u>&quot; The New York Stock Exchange, Inc.</p>

<p>&quot;<u>Parent</u>&quot; means Fahnestock Viner Holdings
Inc., an Ontario corporation and its successors.</p>

<p>&quot;<u>Payment Date</u>&quot; means any Interest Payment
Date or Maturity Date, provided that if any Payment Date is not a
Business Day, such Payment Date shall, for all purposes
hereunder, be deemed to be the next succeeding Business Day.</p>

<p>&quot;<u>Person</u>&quot; means any individual, corporation,
partnership, limited liability company, joint venture,
association, joint-stock company, trust, unincorporated
organization, government or any agency or political subdivision
thereof or any other entity. </p>

<p>&quot;<u>Purchased Shares</u>&quot; has the meaning set forth
in Section 5(h) hereof.</p>

<p>&quot;<u>Put Date</u>&quot; means any date from and after the
seven year anniversary of the Issue Date (the &quot;Seven Year
Anniversary Date&quot;) to 120 days after the Seven Year
Anniversary Date.</p>

<p>&quot;<u>Put Event</u>&quot; means the date of death of the
Significant Shareholder I Individual (as defined in the
Stakeholders Agreement).</p>

<p>&quot;<u>Responsible Officer</u>&quot; means any senior
financial officer and any other officer of the Company with
responsibility for the administration of this Exchangeable
Debenture.</p>

<p>&quot;<u>Retraction Consideration</u>&quot; means the
aggregate principal amount of the Exchangeable Debenture
outstanding plus any accrued but unpaid interest through the
Retraction Date, 25% of which shall be paid in cash, and 75% of
which shall be paid through the issuance of the Retraction
Debenture.</p>

<p>&quot;<u>Retraction Debenture</u>&quot; means the 9.75%
Debenture of the Company which may become issuable upon payment
of the Retraction Consideration, the form of which is set forth
as <u>Exhibit B</u> hereto.</p>

<p>&quot;<u>Second Variable Rate Exchangeable Debentures</u>&quot;
means the Second Variable Rate Exchangeable Debentures Due 2013
issued by the Company in the initial principal amount of
$90,841,572 and any Second Exchangeable Debentures issued in
replacement thereof, as such Second Exchangeable Debentures may
be amended from time to time.</p>

<p>&quot;<u>Significant Subsidiary</u>&quot; means any Subsidiary
that would be a &quot;Significant Subsidiary&quot; of the Company
within the meaning of Rule 1-02 under Regulation S-X promulgated
by the SEC.</p>

<p>&quot;<u>Stakeholders Agreement</u>&quot; means the agreement
dated as of December 9, 2002, by and among Parent, Canadian
Imperial Bank of Commerce and certain other parties named
therein.</p>

<p>&quot;<u>Subsidiary</u>&quot; means, in respect of any Person,
any corporation, association, partnership or other business
entity of which more than 50% of the total voting power of shares
of Capital Stock or other interests (including partnership
interests) entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or
trustees thereof is at the time owned or controlled, directly or
indirectly, by (1) such Person, (2) such Person and one or more
Subsidiaries of such Person or (3) one or more Subsidiaries of
such Person.</p>

<p>&quot;<u>Variable Rate Convertible Debentures</u>&quot; means
the Convertible Debentures Due 2006 issued by the Company in the
initial principal amount of $90,841,572 and any Convertible
Debentures issued in replacement thereof, as such Convertible
Debentures may be amended from time to time.</p>

<p>&quot;<u>TSX</u>&quot; means The Toronto Stock Exchange.</p>

<p>&quot;<u>Triggering Distribution</u>&quot; has the meaning set
forth in Section 5(h) hereof.</p>

<p><u>Exchange</u>.</p>

<p><u>Conditions and Number of Class A Shares</u>. At any time
prior to (i) the close of business on July 2, 2012 (ii) the
delivery to the Company of a Retraction Notice, or (iii) the
delivery to the Holder of a Regulatory Call Notice (as defined in
the Stakeholders Agreement), the Holder may, at the Holder's
option, exchange the principal amount of this Exchangeable
Debenture (or any portion thereof equal to $1,000 or any integral
multiple of $1,000 in excess thereof) for Class A Shares at the
Exchange Price then in effect. The number of Class A Shares
issuable upon exchange of the Exchangeable Debenture shall be
determined by dividing the principal amount of the Exchangeable
Debenture or portion thereof, including any accrued but unpaid
interest thereon, surrendered for exchange by the Exchange Price
in effect on the Exchange Date. The initial Exchange Price is
$23.20 per Class A Share subject to adjustment as provided in
this Section 5.</p>

<p><u>Additional Class A Shares</u>. If, on either the Put Date
or the Maturity Date, the Holder has surrendered all or any
portion of his Exchangeable Debenture for exchange and has sold
the Class A Shares received upon exchange pursuant to an
underwritten public offering within 120 days of such surrender
(&quot;Secondary Sale&quot;) and receives aggregate gross
proceeds (after giving effect to underwriting discounts and
commissions which shall be paid by the Company and shall not
reduce the number of Class A Shares to be received by the Holder)
less than the amount determined by multiplying the number of
shares sold by the Average Market Value of the shares, then
Parent shall, as soon as reasonably practicable following receipt
of a notice (the &quot;Additional Share Notice&quot;) stating the
exercise of the Holder's rights pursuant to this Section 5(b),
issue an additional number of Class A Shares to the Holder. The
payment of the fees and expenses associated with such Secondary
Sale (other than with respect to underwriting discounts and
commissions) shall be as set forth in the Registration Rights
Agreement. It shall be a condition of such issuance that the
Additional Share Notice shall include a representation and
warranty of the Holder that it is an accredited investor within
the meaning of the Securities Act (Ontario) and is acquiring such
additional Class A Shares as principal. The number of such shares
to be issued shall equal the amount of such difference divided by
the last reported sales price of the of the Class A Shares on the
NYSE on the closing date of the Secondary Sale, provided,
however, that the number of shares to be so issued pursuant to
this Section 5(b) shall not exceed an amount equal to 3% of the
number of Class A Shares issuable upon exchange of all
Exchangeable Debentures and Second Exchangeable Debentures then
outstanding times a fraction, the numerator of which is the
number of Class A Shares sold in the underwritten offering and
the denominator of which is the number of Class A Shares issuable
upon exchange of the entire principal amount of all Exchangeable
Debentures and Second Exchangeable Debentures. The Company
acknowledges that the Holder may surrender the Exchangeable
Debenture at the closing of the Secondary Sale and may withdraw
its obligation to surrender the Exchangeable Debenture in the
event that the Secondary Sale does not close. In the event that
the Holder surrenders the Exchangeable Debenture, interest will
no longer accrue on such Exchangeable Debenture from and after
the date of surrender, unless the Holder subsequently withdraws
such surrender if the Secondary Sale does not close, in which
case interest will be reinstated for the period of such
surrender. In no event will interest accrue after the Maturity
Date.</p>

<p><u>45 Day Waiting Period</u>. The Holder is not entitled to
any rights of a holder of Class A Shares until 45 days after the
Holder has exchanged its Exchangeable Debentures for Class A
Shares (the &quot;Exchange Effective Date&quot;), and only to the
extent the Exchangeable Debenture has been deemed to have been
exchanged for Class A Shares pursuant to this Section 5. The
person in whose name the Class A Share certificate is registered
following exchange shall be deemed to be a stockholder of record
on the Exchange Effective Date. </p>

<p><u>Exchange Procedure</u>. To exchange the Exchangeable
Debenture, the Holder must (i) complete and manually sign the
exchange notice on the back of this Exchangeable Debenture and
deliver such notice to the Company, with a copy to Parent, and
(ii) surrender the Exchangeable Debenture to the Company. The
date on which the Holder satisfies all those requirements is the
&quot;Exchange Date.&quot; As soon as practicable after the
Exchange Effective Date, Parent shall deliver to the Holder,
either directly or through the Company, a certificate for the
number of whole Class A Shares issuable upon the exchange and
cash in lieu of any fractional shares. Any cash paid in lieu of
fractional shares shall be based upon the Closing Price of the
Class A Shares on the Business Day immediately prior to the
Exchange Date. If this Debenture is exchanged in part only, the
Company shall execute and deliver to the Holder, a new
Exchangeable Debenture equal in principal amount to the
unconverted portion of the Exchangeable Debenture surrendered.</p>

<p><u>Taxes on Exchange</u>. If the Holder exchanges this
Exchangeable Debenture, the Company shall pay any documentary,
stamp or similar issue or transfer tax due on the issue of Class
A Shares upon such exchange. However, the Holder shall pay any
such tax which is due because the Holder requests the shares to
be issued in a name other than the Holder's name. Nothing herein
shall preclude any tax withholding imposed on or with respect to
Holder required by law or regulation.</p>

<p><u>Parent To Provide Stock</u>. Parent shall, prior to
issuance of any Class A Shares hereunder, and from time to time
as may be necessary, reserve, out of its authorized but unissued
Class A Shares, a sufficient number of Class A Shares to permit
the exchange of the Exchangeable Debenture into Class A Shares.
All Class A Shares delivered upon exchange of the Exchangeable
Debenture shall be newly issued shares, shall be duly authorized,
validly issued, fully paid and nonassessable and shall be free
from preemptive rights and free of any lien or adverse claim.</p>

<p><u>Compliance With Securities Laws; Listing</u>. Parent will
endeavor promptly to comply with all applicable federal, state
and provincial securities laws regulating the offer and delivery
of Class A Shares upon exchange of Exchangeable Debenture, if
any, and will list or cause to have quoted such Class A Shares on
each national securities exchange, the TSX or on The Nasdaq
National Market or other over-the-counter market or such other
market on which the Class A Shares are then listed or quoted;
provided, however, that if rules of such automated quotation
system or exchange permit the Company to defer the listing of
such Class A Shares until the first exchange of the Exchangeable
Debenture into Class A Shares in accordance with the provisions
hereof, Parent covenants to list such Class A Shares issuable
upon exchange of the Exchangeable Debenture in accordance with
the requirements of such automated quotation system or exchange
on or prior to the first Exchange Effective Date.</p>

<p><u>Adjustment of Exchange Price</u>. The initial exchange
price as stated in Section 5(a) hereof shall be adjusted from
time to time (as so adjusted, the &quot;Exchange Price&quot;) as
follows: </p>

<p>In case Parent shall (1) pay a dividend on its Class A Shares
in Class A Shares, (2) make a distribution on its Class A Shares
in Class A Shares, (3) subdivide its outstanding Class A Shares
into a greater number of shares, or (4) combine its outstanding
Class A Shares into a smaller number of shares, the Exchange
Price in effect immediately prior thereto shall be adjusted so
that the Holder upon exchange of the Exchangeable Debenture shall
thereafter be entitled to receive that number of Class A Shares
which it would have owned had the Exchangeable Debenture been
exchanged immediately prior to the happening of such event. An
adjustment made pursuant to this subsection (i) shall become
effective immediately after the record date in the case of a
dividend or distribution and shall become effective immediately
after the effective date in the case of subdivision or
combination.</p>

<p>In case Parent shall, by dividend or otherwise, at any time
distribute (a &quot;Triggering Distribution&quot;) to all or
substantially all holders of its Class A Shares, cash in an
aggregate amount that, together with the aggregate amount of (A)
any cash and the fair market value (as reasonably determined in
good faith by the Board of Directors of Parent, whose
determination shall be conclusive evidence thereof) of any other
consideration payable to holders of Class A Shares in respect of
any offer by Parent or a Subsidiary of Parent to purchase Class A
Shares from Parent's Class A stockholders on a pro rata basis and
such offer is consummated within the 12 months preceding the date
of payment of the Triggering Distribution and in respect of which
no Exchange Price adjustment pursuant to this Section 5 has been
made and (B) all other cash distributions to all or substantially
all holders of its Class A Shares made within the 12 months
preceding the date of payment of the Triggering Distribution and
in respect of which no Exchange Price adjustment pursuant to this
Section 5 has been made, exceeds an amount equal to 5% of the
product of the Current Market Price Per Class A Share on the
Business Day (the &quot;Determination Date&quot;) immediately
preceding the day on which such Triggering Distribution is
declared by Parent multiplied by the number of Class A Shares
outstanding on the Determination Date (excluding shares held in
the treasury of Parent), the Exchange Price shall be reduced so
that the same shall equal the price determined by multiplying
such Exchange Price in effect immediately prior to the
Determination Date by a fraction of which the numerator shall be
the Current Market Price Per Class A Share on the Determination
Date less the sum of the aggregate amount of cash and the
aggregate fair market value (as reasonably determined in good
faith by the Board of Directors of Parent, whose determination
shall be conclusive evidence of such fair market value) of any
such other consideration so distributed, paid or payable within
such 12 months (including, without limitation, the Triggering
Distribution) applicable to one Class A Share (determined on the
basis of the number of Class A Shares outstanding on the
Determination Date) and the denominator shall be such Current
Market Price Per Class A Share on the Determination Date, such
reduction to become effective immediately prior to the opening of
business on the day following the date on which the Triggering
Distribution is paid.</p>

<p>In case any offer, by Parent or any of its Subsidiaries to
purchase Class A Shares from Parent's Class A stockholders on a
pro rata basis shall expire and such offer (as amended upon the
expiration thereof) shall involve the payment of aggregate
consideration in an amount (determined as the sum of the
aggregate amount of cash consideration and the aggregate fair
market value (as reasonably determined in good faith by the Board
of Directors of Parent), whose determination shall be conclusive
evidence thereof of any other consideration) that, together with
the aggregate amount of (A) any cash and the fair market value
(as reasonably determined in good faith by the Board of Directors
of Parent, whose determination shall be conclusive evidence
thereof) of any other consideration payable in respect of any
other offers by Parent or any Subsidiary of Parent to purchase
Class A Shares from Parent's Class A stockholders on a pro rata
basis consummated within the 12 months preceding the date of the
Expiration Date (as defined below) and in respect of which no
Exchange Price adjustment pursuant to this Section 5 has been
made and (B) all cash distributions to all or substantially all
holders of its Class A Shares made within the 12 months preceding
the Expiration Date and in respect of which no Exchange Price
adjustment pursuant to this Section 5 has been made, exceeds an
amount equal to 5% of the product of the Current Market Price Per
Class A Share as of the last date (the &quot;Expiration
Date&quot;) tenders, repurchases or redemptions could have been
made pursuant to such offer (as it may be amended) (the last time
at which such purchases could have been made on the Expiration
Date is hereinafter sometimes called the &quot;Expiration
Time&quot;) multiplied by the number of Class A Shares
outstanding (including tendered shares but excluding any shares
held in the treasury of Parent) at the Expiration Time, then,
immediately prior to the opening of business on the day after the
Expiration Date, the Exchange Price shall be reduced so that the
same shall equal the price determined by multiplying the Exchange
Price in effect immediately prior to the close of business on the
Expiration Date by a fraction of which the numerator shall be the
product of the number of Class A Shares outstanding (including
tendered, repurchased or redeemed shares but excluding any shares
held in the treasury of Parent) at the Expiration Time multiplied
by the Current Market Price Per Class A Share on the Trading Day
next succeeding the Expiration Date and the denominator shall be
the sum of (x) the aggregate consideration (determined as
aforesaid) payable to Class A stockholders based on the
acceptance (up to any maximum specified in the terms of the
offer) of all shares validly tendered and not withdrawn as of the
Expiration Time (the shares deemed so accepted, up to any such
maximum, being referred to as the &quot;Purchased Shares&quot;)
and (y) the product of the number of Class A Shares outstanding
(less any Purchased Shares and excluding any shares held in the
treasury of Parent) at the Expiration Time and the Current Market
Price Per Class A Share on the Trading Day next succeeding the
Expiration Date, such reduction to become effective immediately
prior to the opening of business on the day following the
Expiration Date. In the event that Parent or its Subsidiary, as
the case may be, is obligated to purchase shares pursuant to any
offer to purchase Class A Shares from Parent's Class A
stockholders on a pro rata basis, but Parent or its Subsidiary,
as the case may be, is permanently prevented by applicable law
from effecting any or all such purchases or any or all such
purchases are rescinded, the Exchange Price shall again be
adjusted to be the Exchange Price which would have been in effect
based upon the number of shares actually purchased. If the
application of this Section 5(h) would result in an increase in
the Exchange Price, no adjustment shall be made under this
Section 5(h).</p>

<p>For the purpose of any computation under subsections (i) and
(ii) of this Section 5(h), the current market price per Class A
Share (the &quot;Current Market Price Per Share&quot;) on any
date shall be deemed to be the average of the daily Closing
Prices for the 30 consecutive Trading Days commencing 45 Business
Days before (i) the Determination Date or the Expiration Date, as
the case may be, with respect to distributions or offers under
subsection (ii) of this Section 5(h) or (ii) the record date with
respect to distributions, issuances or other events requiring
such computation under subsection (i) of this Section 5(h). The
Closing Price for each day (the &quot;Closing Price&quot;) shall
be the last reported sales price or, in case no such reported
sale takes place on such date, the average of the reported
closing bid and asked prices in case on the NYSE. If the Class A
Shares are not then quoted or listed or admitted to trading on
the NYSE, the last reported sale price referenced above shall be
determined based on the last reported sale price on the TSX (and
converted to U.S. dollars at the exchange rate quoted by the Bank
of Canada at such time) or, if the Class A Shares are not then
quoted or listed or admitted to trading on the NYSE or TSX, any
national securities exchange or quotation system on which sales
of Class A Shares takes place, or, in case no reported sale takes
place, the Market Price shall be the fair value of a Class A
Shares as reasonably determined in good faith by the Board of
Directors of the Company. </p>

<p>In any case in which this Section 5(h) shall require that an
adjustment be made following a record date or a Determination
Date or Expiration Date, as the case may be, established for
purposes of this Section 5(h), Parent may elect to defer issuing
to the Holder until after such record date or Determination Date
or Expiration Date the Class A Shares and other capital stock of
Parent issuable upon such exchange over and above the Class A
Shares and other capital stock of Parent issuable upon such
exchange only on the basis of the Exchange Price prior to
adjustment; and, in lieu of the shares the issuance of which is
so deferred, Parent shall issue or cause its transfer agent to
issue due bills or other appropriate evidence prepared by Parent
of the right to receive such shares. If any distribution in
respect of which an adjustment to the Exchange Price is required
to be made as of the record date or Determination Date or
Expiration Date therefor is not thereafter made or paid by the
Company for any reason, the Exchange Price shall be readjusted to
the Exchange Price which would then be in effect if such record
date had not been fixed or such effective date or Determination
Date or Expiration Date had not occurred.</p>

<p>If any event occurs as to which the foregoing provisions of
this Section 5(h) are not strictly applicable or, if <u>strictly</u>
applicable, would not, in the good faith judgment of the Company,
fairly and adequately protect the rights of the Holder in
accordance with the essential intent and principles of such
provisions, then the Company shall make such adjustments in the
application of such provisions, in accordance with such essential
intent and principles, as shall be reasonably necessary, in the
good faith opinion of the Company, to protect such rights as
aforesaid, but in no event shall any such adjustment have the
effect of increasing the Exchange Price or decreasing the number
of Class A Shares issuable upon exchange of this Exchangeable
Debenture.</p>

<p><u>Adjustment for Tax Purposes</u>. Parent shall be entitled
to make such reductions in the Exchange Price, in addition to
those required by this Section 5(h), as it in its discretion
shall determine to be advisable in order that any stock
dividends, subdivisions of shares, distributions of rights to
purchase stock or Exchangeable Debenture or distributions of
Exchangeable Debenture convertible into or exchangeable for stock
hereafter made by Parent to its stockholders shall not be
taxable.</p>

<p><u>Notice of Adjustment</u>. Whenever the Exchange Price or
exchange privilege is adjusted, Parent or Company shall promptly
mail to the Holder a notice of the adjustment.</p>

<p><u>Notice of Certain Transactions</u>. In the event that: </p>

<p>Parent or the Company consolidates or merges with or into, or
transfers all or substantially all of its property and assets to,
another corporation or another corporation merges into Parent or
the Company and;</p>

<p>a record date has been established by Parent for any
distributions to holders of Class A Shares, other than a
distribution comprised solely of ordinary dividends; or </p>

<p>there is a dissolution or liquidation of Parent or the
Company, </p>

<p>Parent shall mail to Holders a notice stating the proposed
record or effective date, as the case may be. Parent shall mail
the notice at least twenty days in advance of the applicable
record date for such action. Failure to mail such notice or any
defect therein shall not affect the validity of any transaction
referred to in clause (1), (2), or (3) of this Section 5(h)(vi).</p>

<p>In the event that a Put Event has occurred, the Company shall
give notice to Holders as soon as practicable thereafter, but in
any event, not more than 30 days after the occurrence thereof. </p>

<p><u>Representations and Warranties of the Company</u>. </p>

<p>The Company represents and warrants to the Holder as follows:</p>

<p><u>Organization; Authority</u>. The Company is a corporation
duly organized and validly subsisting under the laws of the State
of Delaware, and has all requisite corporate power and authority
to enter into this Exchangeable Debenture and to consummate the
transactions contemplated hereby. The execution, delivery and
performance of this Exchangeable Debenture and the consummation
of the transactions contemplated hereby have been duly authorized
by all necessary corporate action on the part of the Company.
This Exchangeable Debenture has been duly executed and delivered
by the Company and constitutes a valid and binding obligation of
the Company, enforceable against the Company in accordance with
its terms except that (i) such enforcement may be subject to
bankruptcy, insolvency, reorganization, moratorium or other
similar laws now or hereafter in effect relating to creditors'
rights, and (ii) the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to
equitable defenses and to the discretion of the court before
which any proceeding therefor may be brought.</p>

<p><u>No Violation; Consents and Approvals</u>. The execution and
delivery of this Exchangeable Debenture do not, and the
consummation of the transactions contemplated hereby and
compliance with the terms hereof will not, conflict with, or
result in any violation of or default under, (i) any provision of
the articles or by-laws of the Company, (ii) any judgment, order
or decree, or material statute, law, ordinance, rule or
regulation applicable to the Company or the property or assets of
the Company or (iii) any note, bond, mortgage, indenture,
license, agreement, lease or other instrument or obligation to
which the Company is a party or by which the Company may be bound
or affected or to which any of its respective assets may be
subject. Except for the requirements of the HSR Act, no consent,
approval, order or authorization of, or registration, declaration
or filing with, any Governmental Entity or any third party is
required to be obtained or made by or with respect to the Company
in connection with the execution and delivery of this
Exchangeable Debenture or the consummation by the Company of the
transactions contemplated hereby.</p>

<p><u>Capitalization</u>. As of the date of this Exchangeable
Debenture, Parent&#146;s authorized capital stock consists of (i)
an unlimited number of authorized Class A Non-Voting Shares, no
par value, of which 12,377,857 shares are issued and outstanding,
(ii) 99,680 authorized Class B Voting Shares, no par value, of
which 99,680 shares are issued and outstanding and (iii) an
unlimited number of First Preference Shares issuable in series,
of which no shares are issued or outstanding. All such issued and
outstanding shares are duly authorized and validly issued, fully
paid and nonassessable. The Class A Shares initially issuable
upon exchange of this Exchangeable Debenture and pursuant to
Section 5(b) represent in aggregate 24.9% of the total issued and
outstanding Class A and Class B Shares as of the date hereof.</p>

<p><u>Effect of Reclassification, Consolidation, Merger
Amalgamation or Sale on Exchange Privilege</u>. </p>

<p>If any of the following shall occur, namely: (a) any
reclassification or change of Class A Shares issuable upon
exchange of the Exchangeable Debenture (other than as a result of
a subdivision or combination, or any other change for which an
adjustment is provided in Section 5; (b) any consolidation or
merger or amalgamation or combination to which Parent or the
Company is a party other than a merger or amalgamation in which
Parent or the Company is the continuing corporation and which
does not result in any reclassification of, or change (other than
as a result of a subdivision or combination) in, outstanding
Class A Shares; or (c) any sale or conveyance as an entirety or
substantially as an entirety of the property and assets of Parent
or the Company, directly or indirectly, to any person, then
Company and Parent shall take all actions necessary to ensure
that, as a condition precedent to such reclassification, change,
combination, consolidation, merger, sale or conveyance, the
Holder shall have the right to either (i) convert the
Exchangeable Debenture into the kind and amount of shares of
stock and other securities and property (including cash)
receivable upon such reclassification, change, combination,
consolidation, merger, amalgamation, sale or conveyance by a
holder of the number of Class A Shares deliverable upon exchange
of the Exchangeable Debenture immediately prior to such
reclassification, change, combination, consolidation, merger,
sale or conveyance or (ii) continue to hold debentures of such
successor purchasing or transferee corporation, as the case may
be, which shall be as nearly equivalent as may be practicable to
the Exchangeable Debentures. If, in the case of any such
consolidation, merger, amalgamation, combination, sale or
conveyance, the stock or other securities and property (including
cash) receivable thereupon by a holder of Class A Shares include
shares of stock or other securities and property of a person
other than the successor, purchasing or transferee corporation,
as the case may be, in such consolidation, merger, amalgamation,
combination, sale or conveyance, then such replacement debentures
shall also be executed by such other person and shall contain
such additional provisions to protect the interests of the Holder
as the Board of Directors of the Company shall reasonably
consider necessary by reason of the foregoing. The provisions of
this Section 7 shall similarly apply to successive
reclassifications, changes, combinations, consolidations,
mergers, amalgamation, sales or conveyances. </p>

<p><u>Regulatory Call; Retraction</u>.</p>

<p><u>Regulatory Call</u>. In the event of a Regulatory Event (as
defined in the Stakeholders Agreement), but only to the extent
necessary to cure such Regulatory Event, this Exchangeable
Debenture may be purchased by Parent (or its designee, which may
include the Company, in which case the Company shall be entitled
to purchase this Exchangeable Debenture for cancellation) in the
manner and subject to the terms and conditions set forth in
Section 4.6 of the Stakeholders Agreement. The Company is hereby
authorized by the Holder to take all actions reasonably necessary
to ensure that Section 4.6 of the Stakeholders Agreement is
complied with and, for purposes of a purchase for cancellation of
this Exchangeable Debenture, the terms of Section 4.6 of the
Stakeholders Agreement are hereby incorporated herein by
reference.</p>

<p><u>Retraction at Year Seven</u>. Not less than 30 nor more
than 90 days prior to a Put Date, the Holder may, at its
election, notify the Company and the Parent in writing (a
&quot;Retraction Notice&quot;) of its intention to require the
Company to redeem the Exchangeable Debenture in whole or in part,
on the Put Date set forth in the Retraction Notice, without
premium or penalty at a retraction price (the &quot;Retraction
Payment&quot;) equal to the then outstanding principal amount,
plus any accrued but unpaid interest up to, but not including the
Put Date. On the Put Date, the Holder shall deliver the
certificate evidencing this Exchangeable Debenture to the Company
for redemption and upon payment of the Retraction Payment in cash
by or on behalf of the Company, all rights of the Holder
hereunder shall cease.</p>

<p><u>Retraction on Put Event</u>. Not more than 120 days after a
Put Event, the Holder may, at its election, notify the Company
and the Parent in writing (a &quot;Retraction Notice&quot;) of
its irrevocable intention to require the Company to redeem the
Exchangeable Debenture in whole on the retraction date set forth
in the Retraction Notice (the &quot;Retraction Date&quot;), which
may not be less than 180 days from the Put Event nor more than
210 days from the Put Event. Retraction will be effected without
premium or penalty at a redemption price equal to the Retraction
Consideration. On the Retraction Date, the Holder shall deliver
the certificate evidencing this Exchangeable Debenture to the
Company for redemption and a certificate containing a
representation and warranty of the Holder that it is an
accredited investor within the meaning of the Securities Act
(Ontario) and is acquiring the Retraction Debenture as principal.
Upon payment of the Retraction Consideration by or on behalf of
the Company, all rights of the Holder hereunder shall cease.
Notwithstanding the foregoing, no retraction hereunder shall be
effective unless any outstanding Variable Rate Convertible
Debentures and Second Variable Rate Exchangeable Debentures, if
any, shall also be retracted concurrently.</p>

<p><u>Events&nbsp;of&nbsp;Default</u>. </p>

<p>An &quot;Event of Default&quot; occurs if:</p>

<blockquote>
    <p><a name="_Ref26360383">the Company defaults in any payment
    of interest on this Exchangeable Debenture when the same
    becomes due and payable, and such default continues for a
    period of 3 Business Days;</a></p>
    <p><a name="_Ref26360409">the Company defaults in the payment
    of a principal payment when the same becomes due and payable;</a></p>
    <p>the Company fails to comply with any of its agreements
    under this Exchangeable Debenture (other than those referred
    to in clauses (1) and (2) above) and such failure continues
    for 30 days;</p>
    <p>A default occurs under any mortgage, indenture or
    agreement or instrument under which there may be issued or by
    which there may be secured or evidenced any indebtedness for
    money borrowed by the Company or any of its Significant
    Subsidiaries (or payment of which is Guaranteed by the
    Company or any of its Significant Subsidiaries), whether such
    indebtedness for money borrowed or Guarantee now exists, or
    is created after the Issue Date (which default, (i)
    constitutes a failure to pay at final maturity (after giving
    effect to any applicable grace periods and any extensions
    thereof) the principal amount of such indebtedness for money
    borrowed or (ii) shall have resulted in such indebtedness for
    money borrowed being accelerated or otherwise become or being
    declared due and payable prior to its stated maturity), and
    the principal amount of all such indebtedness for money
    borrowed as to which a default described in this clause (4)
    has occurred aggregates $5,000,000 or more;</p>
    <p>A final judgment or judgments for the payment of money
    aggregating in excess of $5,000,000 are rendered against one
    or more of the Company and its Significant Subsidiaries and
    which judgments are not, within 60 days after entry thereof,
    bonded, discharged or stayed pending appeal, or are not
    discharged within 60 days after the expiration of such stay;</p>
    <p><a name="_Ref26359996">the Company or any Significant
    Subsidiary pursuant to or within the meaning of any
    Bankruptcy Law:</a></p>
    <blockquote>
        <blockquote>
            <blockquote>
                <p>commences a voluntary case;</p>
                <p>consents to the entry of an order for relief
                against it in an involuntary case;</p>
                <p>consents to the appointment of a Custodian of
                it or for any substantial part of its property;
                or</p>
                <p>makes a general assignment for the benefit of
                its creditors; or</p>
            </blockquote>
        </blockquote>
    </blockquote>
    <p><a name="_Ref26360033">a court of competent jurisdiction
    enters an order or decree under any Bankruptcy Law that:</a></p>
    <blockquote>
        <blockquote>
            <blockquote>
                <p>is for relief against the Company or any
                Significant Subsidiary in an involuntary case;</p>
                <p>appoints a Custodian of the Company or any
                Significant Subsidiary or for any substantial
                part of its property; or</p>
                <p>orders the winding up or liquidation of the
                Company or any Significant Subsidiary; or any
                similar relief is granted under any foreign laws
                and the order or decree remains unstayed and in
                effect for 60 days.</p>
            </blockquote>
        </blockquote>
    </blockquote>
</blockquote>

<p>The foregoing will constitute Events of Default whatever the
reason for any such Event of Default and whether it is voluntary
or involuntary or is effected by operation of law or pursuant to
any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body.</p>

<p><u>Acceleration</u>. If an Event of Default (other than an
Event of Default specified in clauses (a)(6) or (a)(7) of Section
9) occurs and is continuing, the Holder by written notice to the
Company (an &quot;Acceleration Notice&quot;), may declare the
unpaid principal of and accrued interest on this Exchangeable
Debenture to be immediately due and payable. Upon such a
declaration, the unpaid principal of and accrued interest on this
Exchangeable Debenture shall be due and payable immediately
without presentment, demand or notice of any kind, which are
hereby expressly waived by the Company. If an Event of Default
specified in clauses (a)(6) or (a) (7) of Section 9 occurs, all
principal of and interest on the Exchangeable Debenture shall <u>ipso</u>
<u>facto</u> become and be immediately due and payable without
any declaration or other act on the part of the Holder. The
Holder by written notice to the Company may rescind an
acceleration and its consequences if (i) all existing Events of
Default, other than the nonpayment of principal of or interest on
this Exchangeable Debenture which has become due solely because
of the acceleration, have been cured or waived and (ii) the
rescission would not conflict with any judgment or decree of a
court of competent jurisdiction. </p>

<p><u>Remedies Cumulative</u>. A delay or omission by the Holder
in exercising any right or remedy accruing upon an Event of
Default shall not impair the right or remedy or constitute a
waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All remedies are cumulative to the
extent permitted by law.</p>

<p><u>Covenants</u>.</p>

<p><u>Corporate Existence, Etc</u>. The Company will at all times
preserve and keep in full force and effect its corporate
existence and that of its Significant Subsidiaries and all rights
and franchises of the Company and its Significant Subsidiaries
unless, in the good faith judgment of the Company, the
termination of or failure to preserve and keep in full force and
effect such corporate existence, right or franchise would not,
individually or in the aggregate, have a materially adverse
effect on the business, operations, affairs, financial condition,
properties or assets of the Company and its Subsidiaries taken as
a whole. </p>

<p><u>Payment of Taxes</u>. The Company will file all income tax
or similar tax returns required to be filed in any jurisdiction
and to pay and discharge all taxes shown to be due and payable on
such returns and all other taxes, assessments, governmental
charges, or levies payable by any of them, to the extent such
taxes and assessments have become due and payable and before they
have become delinquent, provided that the Company need not pay
any such tax or assessment if (i) the amount, applicability or
validity thereof is contested by the Company on a timely basis in
good faith and in appropriate proceedings, and the Company has
established adequate reserves therefor in accordance with GAAP on
the books of the Company or (ii) the nonpayment of all such taxes
and assessments in the aggregate would not reasonably be expected
to have a materially adverse effect on the business, operations,
affairs, financial condition, properties or assets of the Company
and its Subsidiaries taken as a whole. </p>

<p><u>Maintenance of Properties</u>. The Company and its
Significant Subsidiaries will maintain and keep, or cause to be
maintained and kept, their respective properties in good repair,
working order and condition (other than ordinary wear and tear),
so that the business carried on in connection therewith may be
properly conducted at all times, provided that this Section 10(c)
shall not prevent the Company from discontinuing the operation
and the maintenance of any of its properties if such
discontinuance is desirable in the conduct of its business and
the Company has concluded that such discontinuance would not,
individually or in the aggregate, have a materially adverse
effect on the business, operations, affairs, financial condition,
properties or assets of the Company and its Subsidiaries taken as
a whole. </p>

<p><u>Insurance</u>. The Company and its Significant Subsidiaries
will maintain, with financially sound and reputable insurers,
insurance with respect their respective properties and businesses
against such casualties and contingencies, of such types, on such
terms and in such amounts (including deductibles, co-insurance
and self-insurance, if adequate reserves are maintained with
respect thereto) as is customary in the case of entities of
established reputations engaged in the same or a similar business
and similarly situated. </p>

<p><u>Compliance with Law</u>. The Company and its Significant
Subsidiaries will comply with all laws, ordinances or
governmental rules or regulations to which each of them is
subject, and will obtain and maintain in effect all licenses,
certificates, permits, franchises and other governmental
authorizations necessary to the ownership of their respective
properties or to the conduct of its business, in each case to the
extent necessary to ensure that non-compliance with such laws,
ordinances or governmental rules or regulations or failures to
obtain or maintain in effect such licenses, certificates,
permits, franchises and other governmental authorizations would
not reasonably be expected, individually or in the aggregate, to
have a materially adverse effect on the business, operations,
affairs, financial condition, properties or assets of the Company
and its Subsidiaries taken as a whole. </p>

<p><u>Company Financial Statements</u>. The Company shall deliver
to the Holder: </p>

<p>Quarterly Statements -- within 45 days after the end of each
quarterly fiscal period in each fiscal year of the Company (other
than the last quarterly fiscal period of each such fiscal year),
copies of,</p>

<p>a consolidated balance sheet of the Company and its
Subsidiaries as at the end of such quarter, and</p>

<p>consolidated statements of income, changes in shareholders'
equity and cash flows of the Company and its Subsidiaries, for
such quarter and (in the case of the second and third quarters)
for the portion of the fiscal year ending with such quarter,
setting forth in each case in comparative form the figures for
the corresponding periods in the previous fiscal year, all in
reasonable detail, prepared in accordance with GAAP applicable to
quarterly financial statements generally, and certified by a
senior financial officer as fairly presenting, in all material
respects, the financial position of the companies being reported
on and their results of operations and cash flows, subject to
changes resulting from year-end adjustments;</p>

<p>Annual Statements -- within 90 days after the end of each
fiscal year of the Company, copies of,</p>

<p>an audited consolidated balance sheet of the Company and its
Subsidiaries, as at the end of such year, and</p>

<p>an audited consolidated statements of income, changes in
shareholders' equity and cash flows of the Company and its
Subsidiaries, for such year,</p>

<p>setting forth in each case in comparative form the figures for
the previous fiscal year, all in reasonable detail, prepared in
accordance with GAAP.</p>

<p><u>Notice of Default or Event of Default</u>. Promptly, and in
any event within five days after a Responsible Officer becoming
aware of the existence of any Default or Event of Default, a
written notice specifying the nature and period of existence
thereof and what action the Company is taking or proposes to take
with respect thereto.</p>

<p><u>Further Instruments and Acts</u>. Upon request of a Holder,
the Company shall execute and deliver such further instruments
and do such further acts as may be reasonably necessary or proper
to carry out more effectively the purpose of this Exchangeable
Debenture. In addition, the Company is expressly authorized to
take such actions as are reasonably necessary to effectuate the
respective rights and obligations of the parties under the
Stakeholders Agreement, to the extent such rights and obligations
relate to this Exchangeable Debenture.</p>

<p><u>Indebtedeness</u>. The Company shall not create, incur,
assume or permit to be outstanding any Indebtedness other than
Indebtedness incurred pursuant to this Exchangeable Debenture and
the transactions contemplated by the Asset Purchase Agreement,
unless the proceeds of such Indebtedness are used to pay all or a
portion of the Indebtedness represented by the Convertible
Debenture. </p>

<p><u>Amendment&nbsp;and&nbsp;Waiver</u>.<u> </u></p>

<p><u>Consent Required</u>. Any term, covenant, agreement or
condition of this Exchangeable Debenture may, with the consent of
the Company, be amended or compliance therewith may be waived
(either generally or in a particular instance and either
retroactively or prospectively), if the Company shall have
obtained the consent in writing of the Holder, provided, however,
that any term covenant agreement or condition which relates to
the obligations of Parent pursuant to Sections 5, 6, 7 and 8(a)
hereof will also require the consent of Parent.</p>

<p><u>Effect of Amendment or Waiver</u>. Any amendment or waiver
shall be binding upon each future holder of this Exchangeable
Debenture and upon the Company (and Parent, as applicable),
whether or not such Exchangeable Debenture shall have been marked
to indicate such amendment or waiver. No such amendment or waiver
shall extend to or affect any obligation not expressly amended or
waived or impair any right consequent thereon.</p>

<p><u>Replacement&nbsp;Exchangeable Debenture</u>.</p>

<p>If this Exchangeable Debenture becomes mutilated and is
surrendered to the Company or if the Holder of this Exchangeable
Debenture presents evidence to the reasonable satisfaction of the
Company that this Exchangeable Debenture has been lost, destroyed
or wrongfully taken, the Company shall issue a replacement
Exchangeable Debenture of like tenor if the requirements of the
Company for such transactions are met. An indemnity agreement may
be required that is sufficient in the reasonable judgment of the
Company to protect the Company from any loss which it may suffer.
The Company may charge for its out-of-pocket expenses incurred in
replacing this Exchangeable Debenture.</p>

<p><u>No&nbsp;Recourse&nbsp;Against&nbsp;Others</u>.<u> </u></p>

<p>No director, officer, employee or stockholder, as such, of the
Company shall have any liability for any obligations of the
Company under this Exchangeable Debenture or for any claim based
on, in respect or by reason of, such obligations or their
creation. The Holder by accepting this Exchangeable Debenture
waives and releases all such liability. This waiver and release
are part of the consideration for the issue of this Exchangeable
Debenture.</p>

<p><u>Notices</u>.<u> </u></p>

<p>All notices, requests, demands, waivers and other
communications required or permitted to be given under this
Exchangeable Debenture shall be in writing and shall be deemed to
have been duly given if delivered personally, by mail (certified
or registered mail, return receipt requested), by recognized
overnight courier or by facsimile transmission (receipt of which
is confirmed):</p>

<blockquote>
    <blockquote>
        <p>if to the Company, to: </p>
    </blockquote>
</blockquote>

<blockquote>
    <blockquote>
        <p>E.A. Viner International Co.<br>
        125 Broad Street<br>
        New York, NY 10004<br>
        Fax: (212) 943-8728<br>
        Attention: A.G. Lowenthal</p>
    </blockquote>
</blockquote>

<blockquote>
    <blockquote>
        <p><br>
        with a copy to:<br>
        </p>
    </blockquote>
    <blockquote>
        <p>Borden Ladner Gervais LLP<br>
        Scotia Plaza, Suite 4400<br>
        40 King Street West<br>
        Toronto, Ontario M5H 3Y4<br>
        CANADA<br>
        Attention: A. Winn Oughtred, Esq.<br>
        Telephone: (416) 367-6247<br>
        Facsimile: (416) 361-7076<br>
        Email: woughtred@blgcanada.com</p>
    </blockquote>
    <blockquote>
        <p>and</p>
        <p>Skadden, Arps, Slate, Meagher &amp; Flom LLP<br>
        Four Times Square<br>
        New York, NY 10036<br>
        Attention: Vincent J. Pisano, Esq.<br>
        Telephone: (212) 735-2718<br>
        Facsimile: (917) 777-2718<br>
        Email: vpisano@skadden.com</p>
        <p>if to the Holder, to:</p>
        <p>Canadian Imperial Bank of Commerce<br>
        Commerce Court West<br>
        Toronto, Ontario M5L 1A2<br>
        CANADA<br>
        Attention: Gerry McCaughey<br>
        Telephone: (416) 980-2211<br>
        Facsimile: (416) 332-4316<br>
        Email: gerry.mccaughey@cibc.com</p>
        <p>with a copy to:<br>
        <br>
        Mayer, Brown, Rowe &amp; Maw<br>
        1675 Broadway<br>
        New York, NY 10019-5820 <br>
        Attention: James B. Carlson, Esq.<br>
        Telephone: (212) 506-2515<br>
        Facsimile: (212) 849-5515<br>
        Email: jcarlson@mayerbrownrowe.com</p>
        <p>and</p>
        <p>Canadian Imperial Bank of Commerce<br>
        Legal and Compliance<br>
        245 Park Avenue<br>
        42nd Floor <br>
        New York, NY 10167<br>
        Attention: Michael Capatides, Esq.<br>
        Telephone: (917) 332-4108<br>
        Facsimile: (917) 332-4320<br>
        Email: michael.capatides@us.cibc.com</p>
    </blockquote>
</blockquote>

<p>or to such other person or address as any party shall specify
by notice in writing to the other party. All such notices,
requests, demands, waivers and communications shall be deemed to
have been received on the date on which so hand-delivered, on the
third Business Day following the date on which so mailed, on the
Business Day following the date on which delivered to the
overnight courier service and on the date on which faxed and
confirmed, except for a notice of change of address, which shall
be effective only upon receipt thereof.</p>

<p><u>Waiver of Stay, Usury or Extension Laws</u>. </p>

<p>The Company (to the extent it may lawfully do so) shall not at
any time insist upon, or plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay, usury or extension
law wherever enacted, now or at any time hereafter in force,
which may affect the covenants or the performance of this
Exchangeable Debenture; and the Company (to the extent that it
may lawfully do so) hereby expressly waives all benefit or
advantage of any such law. </p>

<p><u>Governing&nbsp;Law; Jurisdiction</u>.<u> </u></p>

<p>This Exchangeable Debenture shall be construed, performed and
enforced in accordance with, and governed by, the laws of the
State of New York, without giving effect to the principles of
conflicts of laws thereof. Each party irrevocably submits to the
exclusive jurisdiction of (i) the Supreme Court of the State of
New York, New York County, and (ii) the United States District
Court for the Southern District of New York, for the purposes of
any suit, action or other proceeding arising out of this
Exchangeable Debenture. Each party agrees to commence any action,
suit or proceeding relating hereto either in the United States
District Court for the Southern District of New York or if such
suit, action or other proceeding may not be brought in such court
for reasons of subject matter jurisdiction, in the Supreme Court
of the State of New York, New York County. Each party irrevocably
and unconditionally waives any objection to the laying of venue
of any action, suit or proceeding arising out of this
Exchangeable Debenture in (A) the Supreme Court of the State of
New York, New York County, or (B) the United Sates District Court
for the Southern District of New York, and hereby further
irrevocably and unconditionally waives and agrees not to plead or
claim in any such court that any such action, suit or proceeding
brought in any such court has been brought in an inconvenient
forum. Each party irrevocably and unconditionally waives the
right to trial by jury in any legal or equitable action, suit or
proceeding arising out of or relating to this Exchangeable
Debenture, the notes or any other operative agreement or any
transaction contemplated hereby or thereby or the subject matter
of any of the foregoing.</p>

<p><u>Successors, etc.; Entire Agreement; Assignment</u>. </p>

<p>This Exchangeable Debenture shall be binding upon and shall
inure to the benefit of the Holder and the Company (and Parent
with respect to its rights and obligations pursuant to Sections
5, 6, 7 and 8(a) hereof) and their respective successors and
permitted assigns. This Exchangeable Debenture constitutes the
entire agreement between the parties, superseding all prior
understandings and writings, with respect to the indebtedness
represented hereby. Provided, however, that in the event any
provision of the Exchangeable Debenture is in conflict with any
provision of the Stakeholders Agreement, the provisions of the
Stakeholders Agreement shall control and take precedence over any
provision herein. Holder may not assign or transfer this
Exchangeable Debenture without complying with the terms and
conditions of the Stakeholders Agreement applicable to the
transfer of the Exchangeable Debenture, and such transfer shall
be subject to regulatory approval, including but not limited to,
the rules and regulations of NYSE. In the event that the Holder
wishes to assign or transfer this Exchangeable Debenture, the
Holder shall deliver written notice of such intention to the
Company specifying the name and address for notices of the
transferee and the proposed date of transfer (which date shall be
not fewer than ten (10) Business Days following the Holder&#146;s
delivery to the Company of such notice). In the event that the
Company objects to such proposed date of transfer, the Company
and the Holder shall work together in good faith to determine a
mutually agreeable date of transfer, provided, however, that such
date shall not be later than 30 days following the Holder&#146;s
delivery to the Company of written notice of its intention to
assign or transfer this Exchangeable Debenture. On the date of
transfer, the Holder shall surrender this Exchangeable Debenture
to the Company for cancellation, and the Company shall issue an
Exchangeable Debenture to such transferee, which Exchangeable
Debenture is identical in all respects to this Exchangeable
Debenture except for the name of the Holder and the name and
address of the Holder specified in Section 14. The Holder may not
assign or transfer this Exchangeable Debenture except pursuant to
the foregoing procedure. </p>

<p><u>Headings</u>.<u> </u></p>

<p>The section headings of this Exchangeable Debenture are for
convenience only and shall not affect the meaning or
interpretation of this Exchangeable Debenture or any provision
hereof.</p>

<p>&nbsp;</p>

<p>IN WITNESS WHEREOF, the Company has caused this Exchangeable
Debenture to be executed by its duly authorized officer.</p>

<p>Dated: January 6, 2003</p>

<p>&nbsp;</p>

<p>&nbsp;</p>

<p>E.A. VINER INTERNATIONAL CO.</p>

<p>By:<u> /s/ A.G. Lowenthal </u></p>

<p>Name: A.G. Lowenthal</p>

<p>Title: CEO &amp; Chairman of the Board</p>

<blockquote>
    <blockquote>
        <blockquote>
            <blockquote>
                <blockquote>
                    <blockquote>
                        <blockquote>
                            <blockquote>
                                <blockquote>
                                    <blockquote>
                                        <blockquote>
                                        <blockquote>
                                        <blockquote>
                                        <p>&nbsp;</p>
                                        </blockquote>
                                        </blockquote>
                                        </blockquote>
                                    </blockquote>
                                </blockquote>
                            </blockquote>
                        </blockquote>
                    </blockquote>
                </blockquote>
            </blockquote>
        </blockquote>
    </blockquote>
</blockquote>

<p>IN WITNESS WHEREOF, solely with respect to the rights and
obligations of Parent pursuant to Sections 5, 6, 7 and 8(a)
hereof, Parent has caused this Exchangeable Debenture to be
executed by its duly authorized officer.</p>

<p>Dated: January 6, 2003</p>

<p>&nbsp;</p>

<p>&nbsp;</p>

<p>FAHNESTOCK VINER HOLDINGS INC.</p>

<p>By:<u> /s/ A.G. Lowenthal </u></p>

<p>Name: A.G. Lowenthal</p>

<p>Title: CEO &amp; Chairman of the Board</p>
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</TEXT>
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<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>5
<FILENAME>intdeb.htm
<DESCRIPTION>EXHIBIT 4.4 INTERIM DEBENTURE
<TEXT>
<!DOCTYPE HTML PUBLIC "-//IETF//DTD HTML//EN">
<html>

<body bgcolor="#FFFFFF">

EXHIBIT 4.4
FAHNESTOCK VINER HOLDINGS INC.
FORM 8-K DATED JANUARY 17, 2003
INTERIM DEBENTURE

<p><b>THIS CONVERTIBLE DEBENTURE HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE &quot;SECURITIES
ACT&quot;), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
TRANSFERRED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR
STATE SECURITIES LAWS OR AN OPINION OF COUNSEL, SATISFACTORY TO
THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED AND OTHERWISE
SUBJECT TO THE RESTRICTIONS CONTAINED HEREIN. </b></p>

<p><b>THIS CONVERTIBLE DEBENTURE IS SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFER AND RIGHTS OF REPURCHASE WHICH ARE SET
FORTH IN A STAKEHOLDERS AGREEMENT. A COPY OF SUCH AGREEMENT WILL
BE PROVIDED WITHOUT COST BY THE COMPANY UPON REQUEST TO THE
HOLDER OF THIS CONVERTIBLE DEBENTURE.</b></p>

<p>&nbsp;</p>

<p align="center">E. A. VINER INTERNATIONAL CO.</p>

<p>&nbsp;</p>

<p align="center">CONVERTIBLE DEBENTURE DUE 2006</p>

<p>$90,841,572 January 6, 2003</p>

<p>E. A. Viner International Co., a Delaware corporation (the
&quot;Company,&quot; which term includes any successor
corporation or other business entity), for value received, hereby
promises to pay to Canadian Imperial Bank of Commerce (including
its permitted designees or assignees, &quot;Holder&quot;), the
principal sum of NINETY MILLION, EIGHT HUNDRED FORTY ONE
THOUSAND, FIVE HUNDRED SEVENTY TWO U.S. DOLLARS ($90,841,572) on
January 2, 2006<i> </i>(the &quot;Maturity Date&quot;), together
with interest on the unpaid balance of the principal amount of
this Convertible Debenture (the &quot;Convertible
Debenture&quot;) at an interest rate of 3% subject to adjustment
pursuant to Section 1 below, interest to be payable in the manner
and at times provided herein. Certain defined terms are set forth
in Section 4 hereof and elsewhere herein </p>

<p><u>Interest</u>. Accrued but unpaid interest on this
Convertible Debenture will be payable on the last Business Day of
June 2003 and on the last Business Day of each December and June
thereafter (each an &quot;Interest Payment Date&quot;). Interest
on this Convertible Debenture will accrue from the most recent
date to which interest has been paid or accrued as provided in
the preceding sentence or, if no interest has been paid, from the
issuance date hereof (the &quot;Issue Date&quot;). Interest will
be computed on the basis of a 360-day year for the actual days
elapsed. In the event of a Conversion Default, the interest rate
shall be 9.75% (the &quot;Conversion Default Rate&quot;). In
addition to making the regularly scheduled interest payments, in
the event of a Conversion Default, the Company shall make an
additional interest payment to the Holder on the next scheduled
Interest Payment Date following such Conversion Default which
would cause the Holder to receive, in the aggregate, an amount
equal to the interest that would have been payable to the Holder
from the Issue Date had the Conversion Default Rate been in
effect from the Issue Date. In the event that the Company fails
to timely pay interest on an Interest Payment Date or otherwise
during the occurrence and continuance of an Event of Default,
such unpaid interest shall compound semi-annually until paid by
the Company at a rate equal to 2% above the then applicable
interest rate. Nothing herein shall preclude the Company from
withholding any tax amounts imposed on or with respect to Holder
from any payments made hereunder, which tax amounts are required
to be withheld by any law or regulation.</p>

<p><u>Repayment</u>. Unless earlier converted, the outstanding
principal of this Convertible Debenture, together with accrued
but unpaid interest thereon, shall be immediately due and payable
and shall be repaid on the Retraction Date in whole to the extent
this Convertible Debenture is retracted, or in whole on the
Maturity Date. </p>

<p><u>Method of Cash Payment</u>. </p>

<p>The Company will make cash payments of principal and interest
in currency of the United States that at the time of payment is
legal tender for payment of public and private debts. Cash
payments shall be made to Holder by wire transfer of immediately
available funds to an account designated in writing by Holder and
provided to the Company at least ten (10) Business Days before
any Payment Date.</p>

<p><u>Certain Defined Terms</u>. </p>

<blockquote>
    <blockquote>
        <p>The following terms shall have the following meanings:</p>
    </blockquote>
</blockquote>

<p>&quot;<u>Affiliate</u>&quot; means, with respect to a
specified Person, a Person that directly or indirectly, through
one or more intermediaries, controls, or is controlled by or is
under common control with, the Person specified. </p>

<p>&quot;<u>Asset Purchase Agreement</u>&quot; means the Asset
Purchase Agreement, dated as of December 9, 2002, as amended, by
and among the Parent, Canadian Imperial Bank of Commerce and
certain of their Affiliates. </p>

<p>&quot;<u>Approvals</u>&quot; shall mean any consents, waivers,
approvals or lapses of applicable waiting periods, as the case
may be, which, in the sole judgment of the Company or Parent,
exercised in good faith, may be required to be obtained by either
the Company or Parent pursuant to any rule or regulation of the
NYSE, TSX or any governmental or quasi-governmental entity in
connection with the conversion of all or a portion of the
Convertible Debentures into Second Exchangeable Debentures or the
subsequent exchange of Second Exchangeable Debentures for Class A
Shares.</p>

<p>&quot;<u>Bankruptcy Law</u>&quot; means, with respect to the
Company, Title 11, United States Bankruptcy Code, or with respect
to the Parent, the Bankruptcy and Insolvency Act (Canada) and the
Companies&#146; Creditors Arrangement Act (Canada), and in each
case any similar law relating to reorganization or for the
appointment of a receiver, liquidator or trustee in respect of
all or a material portion of the Company&#146;s or Parent&#146;s
property or an assignment for the benefit of creditors, or any
similar law for the relief of debtors. </p>

<p>&quot;<u>Board of Directors</u>&quot; means the Board of
Directors of the Company or any committee thereof duly authorized
to act on behalf of such Board.</p>

<p>&quot;<u>Business Day</u>&quot; means any day other than a
Saturday, Sunday or other day on which the NYSE is not open for
trading.</p>

<p>&quot;<u>Class A Shares</u>&quot; means the Class A non-voting
shares of the Parent and any capital stock or other securities
that are issued in respect of, in exchange for, or in
substitution of, any Class A Shares by reason of any
reorganization, recapitalization, reclassification, merger,
consolidation, spin-off, partial or complete liquidation, stock
dividend, split-up, sale of assets, distribution to stockholders
or combination of the Class A Shares or any other change in the
capital structure of the Parent.</p>

<p>&quot;<u>Conversion Default</u>&quot; means the earlier to
occur of (i) the Company has not effected the conversion of this
Convertible Debenture into Second Exchangeable Debentures
pursuant to Section 5 hereof by January 2, 2004 for any reason
(other than a reason attributable solely to acts of the Holder)
or (ii) the stockholders of Parent have failed to approve the
issuance of the Second Exchangeable Debenture at or before the
2003 Annual Meeting of the stockholders of Parent.</p>

<p>&quot;<u>Convertible Debenture </u>&quot; means this
Convertible Debenture Due 2006 issued by the Company in the
initial principal amount of $90,841,572 and any Convertible
Debenture issued in replacement thereof, as such Convertible
Debenture may be amended from time to time.</p>

<p>&quot;<u>Conversion Time</u>&quot; has the meaning set forth
in Section 5 hereof.</p>

<p>&quot;<u>Governmental Entity</u>&quot; means any national,
federal, state, provincial, municipal, local, territorial,
foreign or other governmental entity or any department,
commission, board, bureau, agency, regulatory authority or
instrumentality thereof, or any court, judicial, administrative
or arbitral body or public or private tribunal.</p>

<p>&quot;<u>Guarantee</u>&quot; means any obligation, contingent
or otherwise, of any Person directly or indirectly guaranteeing
any indebtedness of any other Person and any obligation, direct
or indirect, contingent or otherwise, of such Person (1) to
purchase or pay (or advance or supply funds for the purchase or
payment of) such indebtedness or other obligation of such Person
(whether arising by virtue of partnership arrangements, or by
agreements to keepwell, to purchase assets, goods, securities or
services, to take-or-pay or to maintain financial statement
conditions or otherwise) or (2) entered into for the purpose of
assuring in any other manner the obligee of such indebtedness of
the payment thereof or to protect such obligee against loss in
respect thereof (in whole or in part); provided, however, that
the term &quot;Guarantee&quot; shall not include endorsements for
collection or deposit in the ordinary course of business. The
term &quot;Guarantee&quot; used as a verb has a corresponding
meaning.</p>

<p>&quot;<u>HSR Act</u>&quot; means the United States Hart-Scott
Rodino Antitrust Improvements Act of 1976, as amended</p>

<p>&quot;<u>Indebtedness</u>&quot; means of any Person at any
date, without duplication, (a) all obligations of such Person for
borrowed money, (b) all obligations of such Person evidenced by
bonds (other than performance bonds), debentures, notes or other
similar instruments, (c) all obligations of such Person to pay
the deferred purchase price of property or services (other than
trade payables incurred in the ordinary course of business), (d)
all obligations of such Person under capital leases, (e) all
contingent or non-contingent obligations of such Person to
reimburse any Person in respect of amounts paid or payable
(currently or in the future, on a contingent or non-contingent
basis) under a letter of credit or similar instrument, (f) all
Indebtedness of any other Person secured by a lien on any asset
of such Person, and (g) all Indebtedness of others Guaranteed by
such Person; provided that Indebtedness shall not include
intercompany Indebtedness, which is expressly subordinate and
junior in right of payment to the Convertible Debenture.</p>

<p>&quot;<u>Interest Payment Date</u>&quot; has the meaning set
forth in Section 1 hereof.</p>

<p>&quot;<u>Issue Date</u>&quot; has the meaning set forth in
Section 1 hereof.</p>

<p>&quot;<u>NYSE</u>&quot; The New York Stock Exchange, Inc.</p>

<p>&quot;<u>Parent</u>&quot; means Fahnestock Viner Holdings
Inc., an Ontario corporation and its successors.</p>

<p>&quot;<u>Payment Date</u>&quot; means any Interest Payment
Date, Retraction Date or Maturity Date, provided that if any
Payment Date is not a Business Day, such Payment Date shall, for
all purposes hereunder, be deemed to be the next succeeding
Business Day.</p>

<p>&quot;<u>Person</u>&quot; means any individual, corporation,
partnership, limited liability company, joint venture,
association, joint-stock company, trust, unincorporated
organization, government or any agency or political subdivision
thereof or any other entity. </p>

<p>&quot;<u>Put Event</u>&quot; means the date of death of the
Significant Shareholder I Individual (as defined in the
Stakeholders Agreement).</p>

<p>&quot;<u>Responsible Officer</u>&quot; means any senior
financial officer and any other officer of the Company with
responsibility for the administration of this Convertible
Debenture.</p>

<p>&quot;<u>Retraction Consideration</u>&quot; means the
aggregate principal amount of this Convertible Debenture
outstanding plus any accrued but unpaid interest through the
Retraction Date, 25% of which shall be paid in cash, and 75% of
which shall be paid through the issuance of the Second Retraction
Debenture.</p>

<p>&quot;<u>Second Exchangeable Debenture</u>&quot; means the
Company's Second Variable Rate Exchangeable Debentures Due 2013,
a form of which is set forth as <u>Exhibit A</u> hereto.</p>

<p>&quot;<u>Second Retraction Debenture</u>&quot; means the 9.75%
Debenture of the Company which may become issuable upon payment
of the Retraction Consideration, a form of which is set forth as <u>Exhibit
B</u> hereto.</p>

<p>&quot;<u>Significant Subsidiary</u>&quot; means any Subsidiary
that would be a &quot;Significant Subsidiary&quot; of the Company
within the meaning of Rule 1-02 under Regulation S-X promulgated
by the SEC.</p>

<p>&quot;<u>Stakeholders Agreement</u>&quot; means the agreement
dated as of December 9, 2002, by and among Parent, Canadian
Imperial Bank of Commerce and certain other parties named
therein.</p>

<p>&quot;<u>Subsidiary</u>&quot; means, in respect of any Person,
any corporation, association, partnership or other business
entity of which more than 50% of the total voting power of shares
of Capital Stock or other interests (including partnership
interests) entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or
trustees thereof is at the time owned or controlled, directly or
indirectly, by (1) such Person, (2) such Person and one or more
Subsidiaries of such Person or (3) one or more Subsidiaries of
such Person.</p>

<p>&quot;<u>TSX</u>&quot; means The Toronto Stock Exchange.</p>

<p>&quot;<u>Variable Rate Exchangeable Debentures</u>&quot; means
the Exchangeable Debentures Due 2013 issued by the Company in the
intial principal amount of $69,980,828 and any Exchangeable
Debentures issued in replacement thereof, as such Exchangeable
Debentures may be amended from time to time.</p>

<p><u>Conversion</u>.</p>

<p>This Convertible Debenture will automatically convert into a
like principal amount of Second Exchangeable Debenture at the
close of business on the Business Day that the Company and
Parent, as applicable, have obtained all Approvals (the
&quot;Conversion Time&quot;). The Company shall promptly notify
the Holder of the conversion following the Conversion Time, which
notice shall state that this Convertible Debenture must be
surrendered at the office of the Company (or its agent). The
conversion shall occur automatically and without any further
action by the Holder, provided, however, that the Company shall
not be obligated to execute and deliver the Second Exchangeable
Debenture unless and until the Holder has delivered this
Convertible Debenture to the Company for cancellation. Upon such
delivery, the Holder shall be deemed to have represented and
warranted that it is an accredited investor within the meaning of
the Securities Act (Ontario) and is acquiring the Second
Exchangeable Debenture as principal, and the Company shall
execute and deliver the Second Exchangeable Debenture. At the
Conversion Time all rights of the Holder hereunder shall cease,
except for the right to receive the executed Second Exchangeable
Debenture, subject to the preceding sentence, and any accrued but
unpaid interest from the most recent date on which interest was
paid to and including the Conversion Time, which shall be paid on
or within 10 Business Days of the Conversion Time.</p>

<p><u>Representations and Warranties of the Company</u>. </p>

<p>The Company represents and warrants to the Holder as follows:</p>

<p><u>Organization; Authority</u>. The Company is a corporation
duly organized and validly subsisting under the laws of the State
of Delaware, and has all requisite corporate power and authority
to enter into this Convertible Debenture and to consummate the
transactions contemplated hereby. The execution, delivery and
performance of this Convertible Debenture and the consummation of
the transactions contemplated hereby have been duly authorized by
all necessary corporate action on the part of the Company. This
Convertible Debenture has been duly executed and delivered by the
Company and constitutes a valid and binding obligation of the
Company, enforceable against the Company in accordance with its
terms except that (i) such enforcement may be subject to
bankruptcy, insolvency, reorganization, moratorium or other
similar laws now or hereafter in effect relating to creditors'
rights, and (ii) the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to
equitable defenses and to the discretion of the court before
which any proceeding therefor may be brought.</p>

<p><u>No Violation; Consents and Approvals</u>. The execution and
delivery of this Convertible Debenture do not, and the
consummation of the transactions contemplated hereby and
compliance with the terms hereof will not, conflict with, or
result in any violation of or default under, (i) any provision of
the articles or by-laws of the Company, (ii) any judgment, order
or decree, or material statute, law, ordinance, rule or
regulation applicable to the Company or the property or assets of
the Company or (iii) any note, bond, mortgage, indenture,
license, agreement, lease or other instrument or obligation to
which the Company is a party or by which the Company may be bound
or affected or to which any of its respective assets may be
subject. Except for the requirements of the HSR Act, no consent,
approval, order or authorization of, or registration, declaration
or filing with, any Governmental Entity or any third party is
required to be obtained or made by or with respect to the Company
in connection with the execution and delivery of this Convertible
Debenture or the consummation by the Company of the transactions
contemplated hereby.</p>

<p><u>Effect of Reclassification, Consolidation, Merger
Amalgamation or Sale on Exchange Privilege</u>. </p>

<p>If any of the following shall occur, namely: (a) any
reclassification or change of Class A Shares issuable upon
exchange of the Second Exchangeable Debenture (other than as a
result of a subdivision or combination, or any other change for
which an adjustment is provided in Section 5 thereof, (b) any
consolidation or merger or amalgamation or combination to which
Parent or the Company is a party other than a merger or
amalgamation in which Parent or the Company is the continuing
corporation and which does not result in any reclassification of,
or change (other than as a result of a subdivision or
combination) in, outstanding Class A Shares; or (c) any sale or
conveyance as an entirety or substantially as an entirety of the
property and assets of Parent or the Company, directly or
indirectly, to any person, then Company and Parent shall take all
actions necessary to ensure that, as a condition precedent to
such reclassification, change, combination, consolidation,
merger, sale or conveyance, the Holder shall have the right to
either (i) convert the Convertible Debenture into Second
Exchangeable Debentures or (ii) continue to hold debentures of
such successor purchasing or transferee corporation, as the case
may be, which shall be as nearly equivalent as may be practicable
to the Convertible Debentures. If, in the case of any such
consolidation, merger, amalgamation, combination, sale or
conveyance, the stock or other securities and property (including
cash) receivable thereupon by a holder of Class A Shares include
shares of stock or other securities and property of a person
other than the successor, purchasing or transferee corporation,
as the case may be, in such consolidation, merger, amalgamation,
combination, sale or conveyance, then such replacement debentures
shall also be executed by such other person and shall contain
such additional provisions to protect the interests of the Holder
as the Board of Directors of the Company shall reasonably
consider necessary by reason of the foregoing. The provisions of
this Section 7 shall similarly apply to successive
reclassifications, changes, combinations, consolidations,
mergers, amalgamation, sales or conveyances. </p>

<p><u>Regulatory Call; Retraction</u>.</p>

<p><u>Regulatory Call</u>. In the event of a Regulatory Event (as
defined in the Stakeholders Agreement), but only to the extent
necessary to cure such Regulatory Event, this Convertible
Debenture may be purchased by Parent (or its designee, which may
include the Company, in which case the Company shall be entitled
to purchase this Convertible Debenture for cancellation) in the
manner and subject to the terms and conditions set forth in
Section 4.6 of the Stakeholders Agreement. The Company is hereby
authorized by the Holder to take all actions reasonably necessary
to ensure that Section 4.6 of the Stakeholders Agreement is
complied with and, for purposes of a purchase for cancellation of
this Convertible Debenture, the terms of Section 4.6 of the
Stakeholders Agreement are hereby incorporated herein by
reference.</p>

<p><u>Retraction</u>. Not more than 120 days after a Put Event,
the Holder may, at its election, notify the Company and the
Parent in writing (a &quot;Retraction Notice&quot;) of its
irrevocable intention to require the Company to redeem this
Convertible Debenture in whole on the retraction date set forth
in the Retraction Notice (the &quot;Retraction Date&quot;), which
may not be less than 180 days from the Put Event nor more than
210 days from the Put Event. Retraction will be effected without
premium or penalty at a retraction price equal to the Retraction
Consideration. On the Retraction Date, the Holder shall deliver
the certificate evidencing this Convertible Debenture to the
Company for redemption and a certificate containing a
representation and warranty of the Holder that it is an
accredited investor within the meaning of the Securities Act
(Ontario) and is acquiring the Second Retraction Debenture as
principal. Upon payment of the Retraction Consideration by or on
behalf of the Company, all rights of the Holder hereunder shall
cease. Notwithstanding the foregoing, no retraction hereunder
shall be effective unless any outstanding Variable Rate
Exchangeable Debentures and Second Exchangeable Debentures, if
any, shall be retracted concurrently.</p>

<p><u>Events&nbsp;of&nbsp;Default</u>. </p>

<p>An &quot;Event of Default&quot; occurs if:</p>

<blockquote>
    <p><a name="_Ref26360383">the Company defaults in any payment
    of interest on this Convertible Debenture when the same
    becomes due and payable, and such default continues for a
    period of 3 Business Days;</a></p>
    <p><a name="_Ref26360409">the Company defaults in the payment
    of principal when the same becomes due and payable;</a></p>
    <p>the Company fails to comply with any of its agreements
    under this Convertible Debenture (other than those referred
    to in clauses (1) and (2) above) and such failure continues
    for 30 days;</p>
    <p>A default occurs under any mortgage, indenture or
    agreement or instrument under which there may be issued or by
    which there may be secured or evidenced any indebtedness for
    money borrowed by the Company or any of its Significant
    Subsidiaries (or payment of which is Guaranteed by the
    Company or any of its Significant Subsidiaries), whether such
    indebtedness for money borrowed or Guarantee now exists, or
    is created after the Issue Date (which default, (i)
    constitutes a failure to pay at final maturity (after giving
    effect to any applicable grace periods and any extensions
    thereof) the principal amount of such indebtedness for money
    borrowed or (ii) shall have resulted in such indebtedness for
    money borrowed being accelerated or otherwise become or being
    declared due and payable prior to its stated maturity), and
    the principal amount of all such indebtedness for money
    borrowed as to which a default described in this clause (4)
    has occurred aggregates $5,000,000 or more;</p>
    <p>A final judgment or judgments for the payment of money
    aggregating in excess of $5,000,000 are rendered against one
    or more of the Company and its Significant Subsidiaries and
    which judgments are not, within 60 days after entry thereof,
    bonded, discharged or stayed pending appeal, or are not
    discharged within 60 days after the expiration of such stay;</p>
    <p><a name="_Ref26359996">the Company or any Significant
    Subsidiary pursuant to or within the meaning of any
    Bankruptcy Law:</a></p>
    <blockquote>
        <blockquote>
            <blockquote>
                <p>commences a voluntary case;</p>
                <p>consents to the entry of an order for relief
                against it in an involuntary case;</p>
                <p>consents to the appointment of a Custodian of
                it or for any substantial part of its property;
                or</p>
                <p>makes a general assignment for the benefit of
                its creditors; or</p>
            </blockquote>
        </blockquote>
    </blockquote>
    <p><a name="_Ref26360033">a court of competent jurisdiction
    enters an order or decree under any Bankruptcy Law that:</a></p>
    <blockquote>
        <blockquote>
            <blockquote>
                <p>is for relief against the Company or any
                Significant Subsidiary in an involuntary case;</p>
                <p>appoints a Custodian of the Company or any
                Significant Subsidiary or for any substantial
                part of its property; or</p>
                <p>orders the winding up or liquidation of the
                Company or any Significant Subsidiary; or any
                similar relief is granted under any foreign laws
                and the order or decree remains unstayed and in
                effect for 60 days.</p>
            </blockquote>
        </blockquote>
    </blockquote>
</blockquote>

<p>The foregoing will constitute Events of Default whatever the
reason for any such Event of Default and whether it is voluntary
or involuntary or is effected by operation of law or pursuant to
any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body.</p>

<p><u>Acceleration</u>. If an Event of Default (other than an
Event of Default specified in clauses (a)(6) or (a)(7) of Section
9) occurs and is continuing, the Holder by written notice to the
Company (an &quot;Acceleration Notice&quot;), may declare the
unpaid principal of and accrued interest on this Convertible
Debenture to be immediately due and payable. Upon such a
declaration, the unpaid principal of and accrued interest on this
Convertible Debenture shall be due and payable immediately
without presentment, demand or notice of any kind, which are
hereby expressly waived by the Company. If an Event of Default
specified in clauses (a)(6) or (a) (7) of Section 9 occurs, all
principal of and interest on the Convertible Debenture shall <u>ipso</u>
<u>facto</u> become and be immediately due and payable without
any declaration or other act on the part of the Holder. The
Holder by written notice to the Company may rescind an
acceleration and its consequences if (i) all existing Events of
Default, other than the nonpayment of principal of or interest on
this Convertible Debenture which has become due solely because of
the acceleration, have been cured or waived and (ii) the
rescission would not conflict with any judgment or decree of a
court of competent jurisdiction. </p>

<p><u>Remedies Cumulative</u>. A delay or omission by the Holder
in exercising any right or remedy accruing upon an Event of
Default shall not impair the right or remedy or constitute a
waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All remedies are cumulative to the
extent permitted by law. </p>

<p><u>Covenants</u>.</p>

<p><u>Corporate Existence, Etc</u>. The Company will at all times
preserve and keep in full force and effect its corporate
existence and that of its Significant Subsidiaries and all rights
and franchises of the Company and its Significant Subsidiaries
unless, in the good faith judgment of the Company, the
termination of or failure to preserve and keep in full force and
effect such corporate existence, right or franchise would not,
individually or in the aggregate, have a materially adverse
effect on the business, operations, affairs, financial condition,
properties or assets of the Company and its Subsidiaries taken as
a whole. </p>

<p><u>Payment of Taxes</u>. The Company will file all income tax
or similar tax returns required to be filed in any jurisdiction
and to pay and discharge all taxes shown to be due and payable on
such returns and all other taxes, assessments, governmental
charges, or levies payable by any of them, to the extent such
taxes and assessments have become due and payable and before they
have become delinquent, provided that the Company need not pay
any such tax or assessment if (i) the amount, applicability or
validity thereof is contested by the Company on a timely basis in
good faith and in appropriate proceedings, and the Company has
established adequate reserves therefor in accordance with GAAP on
the books of the Company or (ii) the nonpayment of all such taxes
and assessments in the aggregate would not reasonably be expected
to have a materially adverse effect on the business, operations,
affairs, financial condition, properties or assets of the Company
and its Subsidiaries taken as a whole. </p>

<p><u>Maintenance of Properties</u>. The Company and its
Significant Subsidiaries will maintain and keep, or cause to be
maintained and kept, their respective properties in good repair,
working order and condition (other than ordinary wear and tear),
so that the business carried on in connection therewith may be
properly conducted at all times, provided that this Section 10(c)
shall not prevent the Company from discontinuing the operation
and the maintenance of any of its properties if such
discontinuance is desirable in the conduct of its business and
the Company has concluded that such discontinuance would not,
individually or in the aggregate, have a materially adverse
effect on the business, operations, affairs, financial condition,
properties or assets of the Company and its Subsidiaries taken as
a whole. </p>

<p><u>Insurance</u>. The Company and its Significant Subsidiaries
will maintain, with financially sound and reputable insurers,
insurance with respect their respective properties and businesses
against such casualties and contingencies, of such types, on such
terms and in such amounts (including deductibles, co-insurance
and self-insurance, if adequate reserves are maintained with
respect thereto) as is customary in the case of entities of
established reputations engaged in the same or a similar business
and similarly situated. </p>

<p><u>Compliance with Law</u>. The Company and its Significant
Subsidiaries will comply with all laws, ordinances or
governmental rules or regulations to which each of them is
subject, and will obtain and maintain in effect all licenses,
certificates, permits, franchises and other governmental
authorizations necessary to the ownership of their respective
properties or to the conduct of its business, in each case to the
extent necessary to ensure that non-compliance with such laws,
ordinances or governmental rules or regulations or failures to
obtain or maintain in effect such licenses, certificates,
permits, franchises and other governmental authorizations would
not reasonably be expected, individually or in the aggregate, to
have a materially adverse effect on the business, operations,
affairs, financial condition, properties or assets of the Company
and its Subsidiaries taken as a whole. </p>

<p><u>Company Financial Statements</u>. The Company shall deliver
to the Holder: </p>

<p>Quarterly Statements -- within 45 days after the end of each
quarterly fiscal period in each fiscal year of the Company (other
than the last quarterly fiscal period of each such fiscal year),
copies of,</p>

<p>a consolidated balance sheet of the Company and its
Subsidiaries as at the end of such quarter, and</p>

<p>consolidated statements of income, changes in shareholders'
equity and cash flows of the Company and its Subsidiaries, for
such quarter and (in the case of the second and third quarters)
for the portion of the fiscal year ending with such quarter,
setting forth in each case in comparative form the figures for
the corresponding periods in the previous fiscal year, all in
reasonable detail, prepared in accordance with GAAP applicable to
quarterly financial statements generally, and certified by a
senior financial officer as fairly presenting, in all material
respects, the financial position of the companies being reported
on and their results of operations and cash flows, subject to
changes resulting from year-end adjustments;</p>

<p>Annual Statements -- within 90 days after the end of each
fiscal year of the Company, copies of,</p>

<p>an audited consolidated balance sheet of the Company and its
Subsidiaries, as at the end of such year, and</p>

<p>audited consolidated statements of income, changes in
shareholders' equity and cash flows of the Company and its
Subsidiaries, for such year,</p>

<p>setting forth in each case in comparative form the figures for
the previous fiscal year, all in reasonable detail, prepared in
accordance with GAAP.</p>

<p><u>Notice of Default or Event of Default</u>. Promptly, and in
any event within five days after a Responsible Officer becoming
aware of the existence of any Default or Event of Default, a
written notice specifying the nature and period of existence
thereof and what action the Company is taking or proposes to take
with respect thereto.</p>

<p><u>Further Instruments and Acts</u>. Upon request of a Holder,
the Company shall execute and deliver such further instruments
and do such further acts as may be reasonably necessary or proper
to carry out more effectively the purpose of this Convertible
Debenture. In addition, the Company is expressly authorized to
take such actions as are reasonably necessary to effectuate the
respective rights and obligations of the parties under the
Stakeholders Agreement, to the extent such rights and obligations
relate to this Convertible Debenture.</p>

<p><u>Indebtedness</u>. The Company shall not create, incur,
assume or permit to be outstanding any Indebtedness other than
Indebtedness incurred pursuant to this Convertible Debenture and
the transactions contemplated by the Asset Purchase Agreement,
unless the proceeds of such Indebtedness are used to pay all or a
portion of the Indebtedness represented by the Convertible
Debenture. </p>

<p><u>Amendment&nbsp;and&nbsp;Waiver</u>.<u> </u></p>

<p><u>Consent Required</u>. Any term, covenant, agreement or
condition of this Convertible Debenture may, with the consent of
the Company, be amended or compliance therewith may be waived
(either generally or in a particular instance and either
retroactively or prospectively), if the Company shall have
obtained the consent in writing of the Holder. </p>

<p><u>Effect of Amendment or Waiver</u>. Any amendment or waiver
shall be binding upon each future holder of this Convertible
Debenture and upon the Company, whether or not such Convertible
Debenture shall have been marked to indicate such amendment or
waiver. No such amendment or waiver shall extend to or affect any
obligation not expressly amended or waived or impair any right
consequent thereon.</p>

<p><u>Replacement&nbsp;Convertible Debenture</u>.<u> </u></p>

<p>If this Convertible Debenture becomes mutilated and is
surrendered to the Company or if the Holder of this Convertible
Debenture presents evidence to the reasonable satisfaction of the
Company that this Convertible Debenture has been lost, destroyed
or wrongfully taken, the Company shall issue a replacement
Convertible Debenture of like tenor if the requirements of the
Company for such transactions are met. An indemnity agreement may
be required that is sufficient in the reasonable judgment of the
Company to protect the Company from any loss which it may suffer.
The Company may charge for its out-of-pocket expenses incurred in
replacing this Convertible Debenture.</p>

<p><u>No&nbsp;Recourse&nbsp;Against&nbsp;Others</u>.<u> </u></p>

<p>No director, officer, employee or stockholder, as such, of the
Company shall have any liability for any obligations of the
Company under this Convertible Debenture or for any claim based
on, in respect or by reason of, such obligations or their
creation. The Holder by accepting this Convertible Debenture
waives and releases all such liability. This waiver and release
are part of the consideration for the issue of this Convertible
Debenture.</p>

<p><u>Notices</u>.<u> </u></p>

<p>All notices, requests, demands, waivers and other
communications required or permitted to be given under this
Convertible Debenture shall be in writing and shall be deemed to
have been duly given if delivered personally, by mail (certified
or registered mail, return receipt requested), by recognized
overnight courier or by facsimile transmission (receipt of which
is confirmed):</p>

<blockquote>
    <blockquote>
        <p>if to the Company, to: </p>
    </blockquote>
    <blockquote>
        <p>E.A. Viner International Co.<br>
        125 Broad Street<br>
        New York, NY 10004<br>
        Fax: (212) 943-8728<br>
        Attention: A.G. Lowenthal</p>
    </blockquote>
    <blockquote>
        <p><br>
        with a copy to:<br>
        </p>
        <p>Borden Ladner Gervais LLP<br>
        Scotia Plaza, Suite 4400<br>
        40 King Street West<br>
        Toronto, Ontario M5H 3Y4<br>
        CANADA<br>
        Attention: A. Winn Oughtred, Esq.<br>
        Telephone: (416) 367-6247<br>
        Facsimile: (416) 361-7076<br>
        Email: woughtred@blgcanada.com</p>
        <p>and</p>
        <p>Skadden, Arps, Slate, Meagher &amp; Flom LLP<br>
        Four Times Square<br>
        New York, NY 10036<br>
        Attention: Vincent J. Pisano, Esq.<br>
        Telephone: (212) 735-2718<br>
        Facsimile: (917) 777-2718<br>
        Email: vpisano@skadden.com</p>
        <p>if to the Holder, to:</p>
        <p>Canadian Imperial Bank of Commerce<br>
        Commerce Court West<br>
        Toronto, Ontario M5L 1A2<br>
        CANADA<br>
        Attention: Gerry McCaughey<br>
        Telephone: (416) 980-2211<br>
        Facsimile: (416) 332-4316<br>
        Email: gerry.mccaughey@cibc.com</p>
        <p>with a copy to:<br>
        <br>
        Mayer, Brown, Rowe &amp; Maw<br>
        1675 Broadway<br>
        New York, NY 10019-5820 <br>
        Attention: James B. Carlson, Esq.<br>
        Telephone: (212) 506-2515<br>
        Facsimile: (212) 849-5515<br>
        Email: jcarlson@mayerbrownrowe.com</p>
        <p>and</p>
    </blockquote>
</blockquote>

<blockquote>
    <blockquote>
        <p>Canadian Imperial Bank of Commerce<br>
        Legal and Compliance<br>
        245 Park Avenue 42nd Floor <br>
        New York, NY 10167<br>
        Attention: Michael Capatides, Esq.<br>
        Telephone: (917) 332-4108<br>
        Facsimile: (917) 332-4320<br>
        Email: michael.capatides@us.cibc.com</p>
    </blockquote>
</blockquote>

<p>or to such other person or address as any party shall specify
by notice in writing to the other party. All such notices,
requests, demands, waivers and communications shall be deemed to
have been received on the date on which so hand-delivered, on the
third Business Day following the date on which so mailed, on the
Business Day following the date on which delivered to the
overnight courier service and on the date on which faxed and
confirmed, except for a notice of change of address, which shall
be effective only upon receipt thereof.</p>

<p><u>Waiver of Stay, Usury or Extension Laws</u>. </p>

<p>The Company (to the extent it may lawfully do so) shall not at
any time insist upon, or plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay, usury or extension
law wherever enacted, now or at any time hereafter in force,
which may affect the covenants or the performance of this
Convertible Debenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage
of any such law. </p>

<p><u>Governing&nbsp;Law; Jurisdiction</u>.<u> </u></p>

<p>This Convertible Debenture shall be construed, performed and
enforced in accordance with, and governed by, the laws of the
State of New York, without giving effect to the principles of
conflicts of laws thereof. Each party irrevocably submits to the
exclusive jurisdiction of (i) the Supreme Court of the State of
New York, New York County, and (ii) the United States District
Court for the Southern District of New York, for the purposes of
any suit, action or other proceeding arising out of this
Convertible Debenture. Each party agrees to commence any action,
suit or proceeding relating hereto either in the United States
District Court for the Southern District of New York or if such
suit, action or other proceeding may not be brought in such court
for reasons of subject matter jurisdiction, in the Supreme Court
of the State of New York, New York County. Each party irrevocably
and unconditionally waives any objection to the laying of venue
of any action, suit or proceeding arising out of this Convertible
Debenture in (A) the Supreme Court of the State of New York, New
York County, or (B) the United Sates District Court for the
Southern District of New York, and hereby further irrevocably and
unconditionally waives and agrees not to plead or claim in any
such court that any such action, suit or proceeding brought in
any such court has been brought in an inconvenient forum. Each
party irrevocably and unconditionally waives the right to trial
by jury in any legal or equitable action, suit or proceeding
arising out of or relating to this Convertible Debenture, the
notes or any other operative agreement or any transaction
contemplated hereby or thereby or the subject matter of any of
the foregoing.</p>

<p><u>Successors, etc.; Entire Agreement; Assignment</u>. </p>

<p>This Convertible Debenture shall be binding upon and shall
inure to the benefit of the Holder and the Company and their
respective successors and permitted assigns. This Convertible
Debenture constitutes the entire agreement between the parties,
superseding all prior understandings and writings, with respect
to the indebtedness represented hereby. Provided, however, that
in the event any provision of the Convertible Debenture is in
conflict with any provision of the Stakeholders Agreement, the
provisions of the Stakeholders Agreement shall control and take
precedence over any provision herein. Holder may not assign or
transfer this Convertible Debenture without complying with the
terms and conditions of the Stakeholders Agreement applicable to
the transfer of the Convertible Debenture, and such transfer
shall be subject to regulatory approval, including but not
limited to, the rules and regulations of NYSE. </p>

<p>In the event that the Holder wishes to assign or transfer this
Convertible Debenture, the Holder shall deliver written notice of
such intention to the Company specifying the name and address for
notices of the transferee and the proposed date of transfer
(which date shall be not fewer than ten (10) Business Days
following the Holder&#146;s delivery to the Company of such
notice). In the event that the Company objects to such proposed
date of transfer, the Company and the Holder shall work together
in good faith to determine a mutually agreeable date of transfer,
provided, however, that such date shall not be later than 30 days
following the Holder&#146;s delivery to the Company of written
notice of its intention to assign or transfer this Convertible
Debenture. On the date of transfer, the Holder shall surrender
this Convertible Debenture to the Company for cancellation, and
the Company shall issue a Convertible Debenture to such
transferee, which Convertible Debenture is identical in all
respects to this Convertible Debenture except for the name of the
Holder and the name and address of the Holder specified in
Section 14. The Holder may not assign or transfer this
Convertible Debenture except pursuant to the foregoing procedure.</p>

<p><u>Headings</u>.<u> </u></p>

<p>The section headings of this Convertible Debenture are for
convenience only and shall not affect the meaning or
interpretation of this Convertible Debenture or any provision
hereof.</p>

<p>IN WITNESS WHEREOF, the Company has caused this Convertible
Debenture to be executed by its duly authorized officer.</p>

<p>Dated: January 6, 2003</p>

<p>&nbsp;</p>

<p>E. A. VINER INTERNATIONAL CO.</p>

<p>By:<u> /s/ A.G. Lowenthal </u></p>

<p>Name: A.G. Lowenthal</p>

<p>Title: CEO &amp; Chairman of the Board</p>
</body>
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<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>noncomp.htm
<DESCRIPTION>EXHIBIT 10.3 NON-COMPETITION AGREEMENT
<TEXT>
<!DOCTYPE HTML PUBLIC "-//IETF//DTD HTML//EN">
<html>


<body bgcolor="#FFFFFF">
EXHIBIT 10.3
FAHNESTOCK VINER HOLDINGS INC.
FORM 8-K DATED JANUARY 17, 2003
NON-COMPETITION AGREEMENT

<p><a name="ReturnHereAfterFooterUpdate"></a>THIS <b>NON-COMPETITION
AGREEMENT</b> is made as of the 9th day of December 2002.</p>

<p><b>BY:</b> <b>CIBC WORLD MARKETS CORP.</b>, a Delaware
Corporation (&quot;CIBCWM&quot;)</p>

<blockquote>
    <blockquote>
        <blockquote>
            <p>and</p>
        </blockquote>
    </blockquote>
</blockquote>

<p><b>CANADIAN IMPERIAL BANK OF COMMERCE</b>, a bank under the
laws of Canada</p>

<p><b>IN FAVOUR OF: VINER FINANCE INC.</b>, a corporation
incorporated under the laws of Delaware</p>

<blockquote>
    <blockquote>
        <blockquote>
            <p>and</p>
        </blockquote>
    </blockquote>
</blockquote>

<p><b>FAHNESTOCK &amp; CO. INC.</b>, a corporation incorporated
under the laws of New York</p>

<p>(collectively referred to herein as, the
&quot;Purchaser&quot;)</p>

<blockquote>
    <blockquote>
        <blockquote>
            <blockquote>
                <blockquote>
                    <blockquote>
                        <blockquote>
                            <p>RECITALS:</p>
                        </blockquote>
                    </blockquote>
                </blockquote>
            </blockquote>
        </blockquote>
    </blockquote>
    <p>A. Pursuant to the Asset Purchase Agreement, the Purchaser
    has agreed to purchase certain of the property and assets
    used primarily in the Brokerage Business, as currently
    conducted by CIBCWM in the U.S.;</p>
    <p>B. The obligations of the Purchaser under the Asset
    Purchase Agreement are subject to the condition that CIBCWM
    execute and deliver this Non-Competition Agreement;</p>
    <p>C. The Purchaser acknowledges that, in addition to the
    Brokerage Business, CIBCWM currently carries on in the U.S.
    (independently and in conjunction with other subsidiaries and
    affiliates of Canadian Imperial Bank of Commerce (Canadian
    Imperial Bank of Commerce and its subsidiaries and
    affiliates, including CIBCWM, are collectively referred to
    herein as, &quot;CIBC&quot;) a merchant banking business, and
    a full service investment banking and securities business
    serving institutional and other non-retail market segments;</p>
    <p>D. CIBC acknowledges that at the closing of the
    transaction, CIBC will cease to carry on in the U.S. the
    Brokerage Business and that the re-establishment of such a
    business by CIBC within a reasonable period of time following
    closing of the transaction contemplated in the Asset Purchase
    Agreement would diminish the value of the Brokerage Business
    to the Purchaser; and</p>
    <p>E. This Agreement is intended to recognize the
    Purchaser&#146;s interest in CIBC not re-establishing a
    Brokerage Business in the U.S. within a reasonable period of
    time, and the interest of CIBC in being free to continue to
    carry on its other existing businesses in U.S. and elsewhere.</p>
</blockquote>

<p>NOW THEREFORE in consideration of the foregoing and other good
and valuable consideration given by the Purchaser to CIBC, CIBC
agrees with the Purchaser as follows:</p>

<p><b>1.</b> <b><u>Definitions</u></b></p>

<blockquote>
    <p>&quot;Asset Management Business&quot; has the meaning
    ascribed to it in the Asset Purchase Agreement. </p>
    <p>&quot;Asset Purchase Agreement&quot; means an agreement
    dated as of December [9], 2002 among Fahnestock Viner
    Holdings Inc., Viner Finance Inc., CIBC and CIBCWM. </p>
    <p>&quot;Brokerage Account&quot; means a Retail Account or a
    Coverage Account. </p>
    <p>&quot;Brokerage Business&quot; has the meaning ascribed to
    it in the Asset Purchase Agreement. </p>
    <p>&quot;Brokerage Closing Date&quot; has the meaning
    ascribed to it in the Asset Purchase Agreement. </p>
    <p>&quot;Brokerage Services&quot; means the type of brokerage
    services provided as part of the Brokerage Business. </p>
    <p>&quot;CIBCWM&quot; means CIBC World Markets Corp. </p>
    <p>&quot;Coverage Account&quot; means an account listed on
    the coverage list attached hereto as Schedule A, which
    Schedule A forms a part of this agreement. </p>
    <p>&quot;New Issues&quot; means the offer or sale of (i)
    newly issued securities or (ii) securities for which the
    offer and sale is registered with the U.S. Securities and
    Exchange Commission.</p>
    <p>&quot;Restricted City&quot; means any city in the U.S. in
    which CIBCWM operated a retail branch that engaged in the
    Brokerage Business as of the Brokerage Closing Date and was
    transferred to Purchaser pursuant to the Asset Purchase
    Agreement. </p>
    <p>&quot;Retail Account&quot; means an account of a Retail
    Client.</p>
    <p>&quot;Retail Branch&quot; means a branch office as such
    term is defined in Rule 3010(g) of the Conduct Rules of the
    National Association of Securities Inc. and includes a branch
    office that is a satellite or independent office.</p>
    <p>&quot;Retail Clients&quot; means (a) a natural person in
    his or her personal capacity, (b) a trust or other entity
    created for the benefit of a natural person in his personal
    capacity and/or his or her immediate family, or (c) a private
    company or other entity controlled by a natural person in his
    or her personal capacity and/or his immediate family, and for
    greater certainty does not include (i) a corporate,
    institutional or government client which is not covered by
    clauses (b) or (c) above, (ii) a client who is an employee of
    CIBCWM or any of its affiliates, or (iii) a client resident
    in the U.S. who established an account prior to the Brokerage
    Closing Date with one of CIBCWM&#146;s affiliates located
    outside of the U.S.</p>
    <p>&quot;Special Products&quot; means one or more of
    derivative products, structured financial products, prime
    brokerage services (except Coverage Accounts) and other
    similar products and services.</p>
    <p>&quot;Subsidiary&quot; has the meaning ascribed to it in
    the Asset Purchase Agreement. </p>
    <p>&quot;U.S.&quot; means the United States of America.</p>
    <p>Capitalized terms not defined in this agreement have the
    meanings ascribed to them in the Asset Purchase Agreement.</p>
</blockquote>

<p><b>2. </b><b><u>Non-Competition</u></b></p>

<blockquote>
    <p>CIBCWM shall not (and will ensure that each of its
    Subsidiaries does not), for the period from the Brokerage
    Closing Date until March 31, 2003, directly or indirectly, in
    any manner whatsoever provide Brokerage Services to any
    Brokerage Account;</p>
    <p>CIBCWM shall not (and will ensure that each of its
    Subsidiaries does not), from the Brokerage Closing Date until
    the earlier of (a) two years after the Brokerage Closing Date
    and (b) the date on which CIBCWM ceases to provide research
    to Purchaser pursuant to the Research Agreement (the
    &quot;Termination Date&quot;), assign sales coverage or
    provide research to any Coverage Account;</p>
    <p>CIBCWM shall not (and will ensure that each of its
    Subsidiaries does not), for a period of three years after the
    Brokerage Closing Date, (i) open a Retail Branch in a
    Restricted City if such Retail Branch carries on a business
    which is the same as or substantially similar to or competes
    with or would compete with the Brokerage Business, nor (ii)
    provide Brokerage Services to any Retail Account.</p>
</blockquote>

<p><b>3. </b><b><u>Exceptions</u></b></p>

<p>Notwithstanding section 2, nothing shall prevent:</p>

<blockquote>
    <p>3.1 CIBC from providing Brokerage Services to any Coverage
    Account if such Brokerage Services constitute trading in
    response to an electronic bid or offer, or are Brokerage
    Services provided in connection with New Issues, or
    constitute the provision of Special Products;</p>
    <p>3.2 CIBC from effecting a merger, amalgamation or other
    business combination transaction in which CIBC is a
    constituent corporation to such merger, amalgamation or other
    business combination transaction (&quot;Parent Bank
    Merger&quot;) with a Person who has a business in the U.S.
    that is the same as or substantially similar to or which
    competes with or would compete with the Brokerage Business,
    provided that (i) CIBCWM does not own the Trademarks at the
    time of the Parent Bank Merger or, (ii) in the event that
    CIBCWM owns or has the contingent right to acquire the
    Trademarks at the time of the Parent Bank Merger, CIBCWM
    permanently transfers the Trademarks to Purchaser;</p>
    <p>3.3 CIBC (or any of its subsidiaries) from effecting an
    acquisition, merger, business combination or similar
    transaction other than a Parent Bank Merger
    (&quot;Merger&quot;) with a Person (&quot;Target&quot;) whose
    business, directly or indirectly, derives 25% or less of its
    total revenues during the 12 month period prior to the time
    the Merger is announced from business in the U.S. that is the
    same as or substantially similar to or which competes with or
    would compete with the Brokerage Business; <i>provided,
    however,</i> that following the Merger, CIBCWM or the
    resulting Person from the Merger shall not open a new Retail
    Branch that carries on a business that is the same as or
    substantially similar to or which competes with or would
    compete with the Brokerage Business in a Restricted City
    until the expiration of three years from the Brokerage
    Closing Date, except: (i) in a Restricted City in which
    Target had a Retail Branch prior to the announcement of the
    Merger or (ii) in the event that CIBCWM owns or has the right
    to acquire the Trademarks at the time of the Merger, in
    Restricted City in which Target had a Retail Branch for a
    period of one year prior to the announcement of the Merger </p>
    <p>3.4 CIBCWM and its affiliates from effecting or
    recommending transactions, either as principal or as agent on
    behalf of third parties, in the ordinary course of the
    business of CIBCWM and its affiliates, in, relating to or
    involving:</p>
    <blockquote>
        <blockquote>
            <p>(a) (i) securities of companies engaged in
            businesses competitive with the Brokerage Business,
            including transactions in which CIBCWM or its
            affiliates are acting as an investment banking
            organization providing advisory services, or (ii) the
            provision of investment banking services to
            investment advisors, mutual funds, investment
            companies, or broker/dealers or services as an
            underwriter or placement agent of securities, or
            market maker, specialist, arbitrageur or block
            positioner in such securities, and</p>
            <p>financial assets and liabilities and the related
            factoring and servicing operations of CIBCWM and its
            affiliates, including, without limitation,
            transactions involving deposit account, commercial
            and consumer loans, commercial and residential
            mortgages, government-backed or government-insured
            asset-related securities, accounts receivables and
            other evidences of indebtedness;</p>
        </blockquote>
    </blockquote>
    <p>3.5. CIBCWM or any of its affiliates from engaging in a
    strategic transaction (other than a Parent Bank Merger or
    Merger, as defined in Section 3.2 and Section 3.3,
    respectively) with any Person, provided that CIBCWM and its
    affiliates: (i) do not provide or make available to such
    business any intellectual property or other CIBCWM
    proprietary information which is the subject matter of the
    Asset Purchase Agreement, (ii) do not engage in marketing or
    promotion in respect of any business in the U.S. that is the
    same as or substantially similar to or which competes with or
    would compete with the Brokerage Business and (iii) do not
    otherwise participate in the management or operation of any
    business in the U.S. that is the same as or substantially
    similar to or which competes with or would compete with the
    Brokerage Business;</p>
    <p>3.6. CIBCWM or any of its affiliates from providing
    execution or Brokerage Services directly related to employee
    stock option plan service contracts through accounts, which
    may include accounts for this purpose only for corporate
    clients and employees within the U.S.;</p>
    <p>3.7. CIBCWM or any of its affiliates from completing
    existing OTC derivative transactions; or</p>
    <p>3.8 CIBCWM or any of its affiliates from providing
    Brokerage services to their employees, including, but not
    limited to, Retained Employee Customer Accounts (as defined
    in the Asset Purchase Agreement).</p>
</blockquote>

<p><b>4. </b><b><u>Non-Solicitation</u></b></p>

<p>CIBC agrees that for a period of three years from and after
the Brokerage Closing Date, without the prior written consent of
Purchaser, CIBC shall not, (A) directly or indirectly or through
an intermediary, solicit, induce or encourage any broker, manager
or executive of Purchaser or its Affiliates, to terminate such
person&#146;s employment relationship with Purchaser or its
Affiliates, as the case may be; <u>provided</u>, that the
foregoing shall not apply to (i) general solicitations through
general advertising, general internet postings or other similar
non-targeted advertising of employees by CIBC and (ii)
solicitations conducted by an entity that is acquired by or
merged with CIBC or its Affiliates so long as such solicitations
were conducted prior to the date of such acquisition or merger
and (B) employ, directly or indirectly, any broker, manager or
executive of Purchaser or its Affiliates if such broker, manager
or executive is indebted to Purchaser or its Affiliates pursuant
to Purchaser&#146;s broker retention programs or pursuant to the
Broker Loans (as defined in the Asset Purchase Agreement)
assigned by CIBC to Purchaser pursuant to the Loan Assignment
Agreement (as defined in the Asset Purchase Agreement).</p>

<p><b>5. </b><b><u>Acknowledgements and Agreements</u></b></p>

<blockquote>
    <p>CIBCWM acknowledges and agrees that:</p>
    <p>5.1. the covenants contained herein are intended to ensure
    that the Purchaser receives the full benefit of the goodwill
    of the Brokerage Business; and</p>
    <p>5.2 Purchaser is relying on the acknowledgements and
    agreements contained herein in connection with its purchase
    of the Brokerage Business.</p>
</blockquote>

<p><b>6. </b><b><u>Invalidity of Provisions</u></b></p>

<p>Each of the provisions contained in this agreement is distinct
and severable and a declaration of invalidity or unenforceability
of any such provision or part thereof by a court of competent
jurisdiction shall not affect the validity or enforceability of
any other provisions hereof. To the extent permitted by
applicable law, the parties waive any provision of law that
renders any provision of this agreement invalid or unenforceable
in any respect.</p>

<p><b>7. </b><b><u>Remedies</u></b></p>

<p>CIBCWM acknowledges that a breach or threatened breach by
CIBCWM or any of its affiliates of any provision of this
agreement could result in the Purchaser suffering irreparable
harm which cannot be calculated or fully or adequately
compensated by recovery of damages alone. Accordingly, CIBCWM
agrees that, in addition to any other relief to which the
Purchaser may become entitled, the Purchaser shall be entitled to
seek interim and permanent injunctive relief, specific
performance and other equitable remedies.</p>

<p>CIBCWM expressly acknowledges that this agreement is
reasonable and valid in all respects and irrevocably waives (and
irrevocably agrees not to raise) as a defense any issue of
reasonableness (including the reasonableness of the territory or
the duration and scope of this agreement) in any proceeding to
enforce any provision of this agreement.</p>

<p>CIBCWM shall, at its own expense, take all lawful actions,
including legal proceedings, to prevent or stop any violation,
contravention or breach of this agreement. In the absence of such
action by CIBCWM, the Purchaser may take such action in its own
name or otherwise.</p>

<p>CIBCWM shall immediately notify the Purchaser of any
violation, contravention or breach of this agreement as soon as
it becomes aware of any such event.</p>

<p><b>8. </b><b><u>Amendment</u></b></p>

<p>No modifications, amendment or waiver of any of the provisions
of this agreement shall be effective unless made with the prior
written consent of the parties hereto.</p>

<p><b>9. </b><b><u>Enurement</u></b></p>

<p>This agreement shall enure to the benefit of the Purchaser,
its successors and assigns, and shall be binding upon CIBC and
its respective successors, and assigns.</p>

<p><b>10. </b><b><u>Waiver</u></b></p>

<p>No waiver of any of the provisions of this agreement shall be
deemed to constitute a waiver of any other provision (whether or
not similar); nor shall waiver be binding unless executed in
writing by the party to be bound by the waiver.</p>

<p>No failure on the part of any party to exercise, and no delay
in exercising any right under this agreement shall operate as a
waiver of such right; nor shall any single or partial exercise of
any such right preclude any other or further exercise of such
right or the exercise of any other right.</p>

<p><b>11. </b><b><u>Governing Law</u></b></p>

<p>This agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to
agreements made and to be performed therein.</p>

<p>IN WITNESS WHEREOF the parties have executed this agreement.</p>

<p><b>CIBC WORLD MARKETS CORP.</b></p>

<p>by:<u> /s/ Michael Capatides </u></p>

<p>Name: Michael Capatides</p>

<p>Title: General Counsel</p>

<p><b>CANADIAN IMPERIAL BANK OF COMMERCE</b></p>

<p>by:<u> /s/ Gerry McCaughey </u></p>

<p>Name: Gerry McCaughey</p>

<p>Title: Senior Executive Vice President</p>

<p><b>VINER FINANCE INC.</b></p>

<p>by:<u> /s/ Elaine Roberts </u></p>

<p>Name: Elaine Roberts</p>

<p>Title: President</p>

<p><b>FAHNESTOCK &amp; CO. INC.</b></p>

<p>by:<u> /s/ A.G. Lowenthal </u></p>

<p>Name: A.G. Lowenthal</p>

<p>Title: CEO and Chairman of the Board</p>
</body>
</html>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>nonsol.htm
<DESCRIPTION>EXHIBIT 10.4 NON-SOLICITATION AGREEMENT
<TEXT>
<!DOCTYPE HTML PUBLIC "-//IETF//DTD HTML//EN">
<html>


<body bgcolor="#FFFFFF">
EXHIBIT 10.4
FAHNESTOCK VINER HOLDINGS INC.
FORM 8-K DATED JANUARY 17, 2003
NON-SOLICITATION AGREEMENT

<p><a name="ReturnHereAfterFooterUpdate"><b></b></a><b>THIS
NON-SOLICITATION AGREEMENT</b> (this &quot;<u>Agreement</u>&quot;)
is made as of the 2nd day of January, 2003. Capitalized terms
used herein and not defined herein shall have the meanings
ascribed to them in that certain Purchase Agreement of even date
herewith (the &quot;<u>Purchase Agreement</u>&quot;), by and
among Fahnestock Viner Holdings Inc., Fahnestock &amp; Co. Inc.,
Canadian Imperial Bank of Commerce and CIBC World Markets Corp.</p>

<blockquote>
    <blockquote>
        <p><b>BY:</b> <b>CIBC WORLD MARKETS CORP.</b>, a Delaware
        Corporation</p>
        <p>(&quot;<u>CIBCWM</u>&quot;)</p>
        <p>and</p>
    </blockquote>
</blockquote>

<blockquote>
    <blockquote>
        <p><b>CANADIAN IMPERIAL BANK OF COMMERCE</b>, a bank
        under the laws of Canada (together with its Affiliates,
        &quot;CIBC&quot;)</p>
        <p><b>IN FAVOUR OF: FAHNESTOCK VINER HOLDINGS INC.</b>,
        an Ontario Corporation</p>
        <p>and</p>
        <p><b>FAHNESTOCK &amp; CO. INC.</b>, a corporation
        incorporated under the laws of New York (together with
        Fahnestock Viner Holdings Inc., the &quot;<u>Purchaser</u>&quot;)</p>
        <blockquote>
            <blockquote>
                <blockquote>
                    <p><b>RECITALS:</b></p>
                </blockquote>
            </blockquote>
        </blockquote>
    </blockquote>
    <p>A. Pursuant to the Purchase Agreement, the Purchaser has
    agreed to purchase the Asset Management Business; </p>
    <p>B. The obligations of the Purchaser under the Purchase
    Agreement are subject to the condition that CIBCWM execute
    and deliver this Non-Solicitation Agreement as of the date
    hereof; </p>
    <p>C. The Purchaser acknowledges that, as of the date hereof,
    in addition to the Asset Management Business, CIBCWM
    currently carries on in the U.S. (independently and in
    conjunction with other subsidiaries and affiliates of
    Canadian Imperial Bank of Commerce (Canadian Imperial Bank of
    Commerce and its subsidiaries and affiliates, including
    CIBCWM, are collectively referred to herein as &quot;<u>CIBC</u>&quot;))
    a merchant banking business, and a full service investment
    banking and securities business serving institutional and
    other non-retail market segments;</p>
    <p>D. CIBC acknowledges that pursuant to the Purchase
    Agreement, CIBC will be prohibited from soliciting clients
    (other than in connection with the conduct of the Asset
    Management Business in the ordinary course prior to the Final
    Closing) and employees of the Asset Management Business other
    than in Canada (other than in connection with the conduct of
    the Asset Management Business in the ordinary course prior to
    the Final Closing) as described more fully herein for a
    reasonable period of time following the date hereof and that
    any such solicitation during such period would diminish the
    value of the Purchaser's business, including the goodwill
    associated with the Asset Management Business; and</p>
    <p>E. This Agreement is intended to recognize the interest of
    CIBC in being able to carry on its existing businesses in the
    U.S. and elsewhere, other than the Asset Management Business
    and the Brokerage Business, and the interest of Purchaser in
    being able to carry on its business in the U.S. and
    elsewhere, including the Asset Management Business and
    Brokerage Business.</p>
</blockquote>

<p>NOW THEREFORE in consideration of the foregoing and other good
and valuable consideration given by the Purchaser to CIBC, CIBC
agrees with the Purchaser as follows:</p>

<p><b>1.</b> <b><u>Non-Solicitation</u></b></p>

<p>CIBC agrees that without the prior written consent of
Purchaser, CIBC shall not, directly or indirectly or through an
intermediary:</p>

<p>(A) for a period of three years from and after the date
hereof, except as expressly contemplated by the Purchase
Agreement, hire or employ, or solicit, induce or encourage, any
person who is, or has within the previous twelve months been, a
non-clerical employee of Purchaser or its Affiliates or any
Business Employee, to terminate such person&#146;s employment
relationship with (or, in the case of any Business Employee prior
to his or her Hire Date, to decline an offer of employment from)
Purchaser or its Affiliates; <u>provided</u> that the foregoing
shall not apply to (<u>i</u>) general solicitations through
general advertising, general internet postings or other similar
non-targeted advertising of employees by CIBC and (<u>ii</u>)
solicitations conducted by an entity that is acquired by or
merged with CIBC so long as such solicitations were conducted
prior to the date of such acquisition or merger; or </p>

<p>(B) for a period of two years from and after the date hereof,
except as expressly contemplated by the Purchase Agreement, (<u>i</u>)
attempt to establish with or seek from any Client (other than in
Canada) a business relationship in respect of any product or
program of the Asset Management Business of the types advised,
sub-advised, managed, offered, distributed or sponsored thereby
(collectively, &quot;<u>Services</u>&quot;) or (<u>ii</u>) induce
or encourage or seek to cause any Client (including for such
purpose a Client within the previous twelve months, or a
potential Client) to reduce or terminate its relationship (or not
enter into a relationship) with the Asset Management Business or
Purchaser or its Affiliates. </p>

<p><b>2. </b><b><u>Acknowledgements and Agreements</u></b></p>

<p>CIBCWM acknowledges and agrees that:</p>

<blockquote>
    <blockquote>
        <p>2.1. the covenants contained herein are intended to
        ensure that the Purchaser receives the full benefit of
        the goodwill of the Asset Management Business; and</p>
        <p>2.2 Purchaser is relying on the acknowledgements and
        agreements contained herein in connection with its
        purchase of the Asset Management Business.</p>
    </blockquote>
</blockquote>

<p><b>3. </b><b><u>Exceptions</u></b></p>

<blockquote>
    <blockquote>
        <p>Notwithstanding Section 1, nothing shall prevent:</p>
        <p>3.1 CIBC from effecting a merger, amalgamation or
        other business combination transaction in which CIBC is a
        constituent corporation to such merger, amalgamation or
        other business combination transaction (a &quot;<u>Parent
        Bank Merger</u>&quot;) with a Person who has a business
        in the U.S. that is the same as or substantially similar
        to, or which competes with or would compete with, the
        Asset Management Business;</p>
        <p>3.2 CIBC (or any of its Subsidiaries) from effecting
        an acquisition, merger, business combination or similar
        transaction other than a Parent Bank Merger (a &quot;<u>Merger</u>&quot;)
        with a Person (&quot;<u>Target</u>&quot;) whose business,
        directly or indirectly, derives 25% or less of its total
        revenues during the 12 month period prior to the time the
        Merger is announced from businesses in the U.S. that are
        the same as or substantially similar to or which compete
        with or would compete with businesses in which the Asset
        Management Business is engaged; <u>provided</u><i>, </i><u>however</u><i>,</i>
        that following the Merger, the solicitation by the
        resulting Person from the transaction of Clients with
        which such Person had a preexisting relationship in
        respect of Services at the time of the announcement of
        the transaction shall not in and of itself constitute a
        breach of Section 1; </p>
        <p>3.3 CIBCWM and its Affiliates from effecting or
        recommending transactions, either as principal or as
        agent on behalf of third parties, in the ordinary course
        of the business of CIBCWM and its Affiliates, in,
        relating to or involving:</p>
        <blockquote>
            <blockquote>
                <p>(a) (<u>i</u>) securities of companies engaged
                in businesses competitive with the Asset
                Management Business, including transactions in
                which CIBCWM or its Affiliates are acting as an
                investment banking organization providing
                advisory services, or (<u>ii</u>) the provision
                of investment banking services to investment
                advisors, mutual funds, investment companies, or
                broker/dealers or services as an underwriter or
                placement agent of securities, or market maker,
                specialist, arbitrageur or block positioner in
                such securities, and</p>
                <p>(b) financial assets and liabilities and the
                related factoring and servicing operations of
                CIBCWM and its Affiliates, including, without
                limitation, transactions involving deposit
                account, commercial and consumer loans,
                commercial and residential mortgages,
                government-backed or government-insured
                asset-related securities, accounts receivables
                and other evidences of indebtedness; and</p>
            </blockquote>
        </blockquote>
        <blockquote>
            <blockquote>
                <p>3.4 CIBCWM or any of its Affiliates from
                engaging in a strategic transaction (other than a
                Parent Bank Merger or Merger) with any Person,
                provided that following such transaction, the
                solicitation by the resulting Person from the
                transaction of Clients with which such Person had
                a preexisting relationship in respect of Services
                at the time of the announcement of the
                transaction shall not in and of itself constitute
                a breach of Section 1.</p>
                <p>3.5 CIBCWM or any of its Affiliates from
                providing asset management and private client
                services for any director, officer or other
                employee thereof.</p>
                <p>3.6 CIBC from providing &quot;Brokerage
                Services&quot; or &quot;Special Products,&quot;
                including to Clients, to the extent permitted by
                the Non-Competition Agreement dated December 9,
                2002, and to the extent that such activities do
                not constitute Services.</p>
                <p>3.7 CIBC from (<u>i</u>) soliciting Clients in
                Canada, (<u>ii</u>) soliciting Clients of
                Purchaser and its Affiliates that are users of
                proprietary products or funds, including mutual
                funds, of CIBC sponsored by Purchaser or its
                controlled affiliates and (<u>iii</u>) soliciting
                any Client of TAL Global Management Inc. (&quot;<u>TAL</u>&quot;)
                or any of its affiliates, that is a client of TAL
                on the Final Closing Date or was a client of TAL
                within the one year period prior to the Final
                Closing Date.</p>
            </blockquote>
        </blockquote>
    </blockquote>
</blockquote>

<p><b>4. </b><b><u>Invalidity of Provisions</u></b></p>

<p>Each of the provisions contained in this Agreement is distinct
and severable and a declaration of invalidity or unenforceability
of any such provision or part thereof by a court of competent
jurisdiction shall not affect the validity or enforceability of
any other provisions hereof. To the extent permitted by
applicable law, the parties waive any provision of law that
renders any provision of this Agreement invalid or unenforceable
in any respect.</p>

<p><b>5. </b><b><u>Remedies</u></b></p>

<p>CIBCWM acknowledges that a breach or threatened breach by
CIBCWM or any of its Affiliates of any provision of this
Agreement could result in the Purchaser suffering irreparable
harm which cannot be calculated or fully or adequately
compensated by recovery of damages alone. Accordingly, CIBCWM
agrees that, in addition to any other relief to which the
Purchaser may become entitled, the Purchaser shall be entitled to
seek interim and permanent injunctive relief, specific
performance and other equitable remedies.</p>

<p>CIBCWM expressly acknowledges that this Agreement is
reasonable and valid in all respects and irrevocably waives (and
irrevocably agrees not to raise) as a defense any issue of
reasonableness (including the reasonableness of the territory or
the duration and scope of this Agreement) in any proceeding to
enforce any provision of this Agreement.</p>

<p>CIBCWM shall, at its own expense, take all lawful actions,
including legal proceedings, to prevent or stop any violation,
contravention or breach of this Agreement. In the absence of such
action by CIBCWM, the Purchaser may take such action in its own
name or otherwise.</p>

<p>CIBCWM shall immediately notify the Purchaser of any
violation, contravention or breach of this Agreement as soon as
it becomes aware of any such event.</p>

<p><b>6. </b><b><u>Amendment</u></b></p>

<p>No modifications, amendment or waiver of any of the provisions
of this Agreement shall be effective unless made with the prior
written consent of the parties hereto.</p>

<p><b>7. </b><b><u>Enurement</u></b></p>

<p>This Agreement shall enure to the benefit of the Purchaser,
its successors and assigns, and shall be binding upon CIBC and
its respective successors, and assigns.</p>

<p><b>8. </b><b><u>Waiver</u></b></p>

<p>No waiver of any of the provisions of this Agreement shall be
deemed to constitute a waiver of any other provision (whether or
not similar); nor shall waiver be binding unless executed in
writing by the party to be bound by the waiver.</p>

<p>No failure on the part of any party to exercise, and no delay
in exercising any right under this Agreement shall operate as a
waiver of such right; nor shall any single or partial exercise of
any such right preclude any other or further exercise of such
right or the exercise of any other right.</p>

<p><b>9. </b><b><u>Governing Law</u></b></p>

<p>This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to
agreements made and to be performed therein.</p>

<p><b>10. </b><b><u>Termination</u></b></p>

<p>This Agreement shall terminate automatically and be of no
further force or effect in the event that, and at such time as,
the Purchase Agreement is terminated in accordance with its
terms. </p>

<p><b>11. </b><b><u>Definitions</u></b></p>

<blockquote>
    <p>11.1 &quot;<u>U.S.</u>&quot; means the United States of
    America.</p>
</blockquote>

<p align="center">[Remainder of page intentionally left blank.]</p>

<p>IN WITNESS WHEREOF the parties have executed this agreement as
of the date first written above.</p>

<p><b>CIBC WORLD MARKETS CORP.</b></p>

<p><u>/s/ Antonio Molestina </u></p>

<p>Name: Antonio Molestina</p>

<p>Title: Managing Director</p>

<p><b>CANADIAN IMPERIAL BANK OF COMMERCE</b></p>

<p><u>/s/ Antonio Molestina </u></p>

<p>Name: Antonio Molestina</p>

<p>Title: Senior Vice President</p>

<p><b>FAHNESTOCK VINER HOLDINGS INC.</b></p>

<p><u></u>&nbsp;</p>

<p><u>/s/ A.G. Lowenthal </u></p>

<p>Name: A. G. Lowenthal</p>

<p>Title: Chief Executive Officer and Chairman of the Board</p>

<p><b>FAHNESTOCK &amp; CO. INC.</b></p>

<p><u>/s/ A.G. Lowenthal </u></p>

<p>Name: A. G. Lowenthal</p>

<p>Title: Chief Executive Officer and Chairman of the Board</p>

<p align="center"><b></b>&nbsp;</p>

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<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>8
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<DESCRIPTION>EXHIBIT 10.2 PROMISSORY NOTE
<TEXT>
<!DOCTYPE HTML PUBLIC "-//IETF//DTD HTML//EN">
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<body bgcolor="#FFFFFF">
EXHIBIT 10.2
FAHNESTOCK VINER HOLDINGS INC.
FORM 8-K DATED JANUARY 17, 2003
PROMISSORY NOTE

<p align="right"><font size="2"></font>&nbsp;</p>

<p align="center"><font size="2">AMENDED AND RESTATED PROMISSORY
NOTE</font></p>

<p><font size="2">$65,051,153.03 January 15, 2003</font></p>

<p><font size="2">(to be adjusted pursuant to Section 3.04
hereof) New York, New York</font></p>

<p><font size="2">FOR VALUE RECEIVED, VINER FINANCE INC., a
corporation organized under the laws of the State of Delaware
(the &quot;<u>Maker</u>&quot;), hereby unconditionally promises
to pay to the order of CIBC WORLD MARKETS CORP. (the &quot;<u>Payee</u>&quot;),
at its principal office in New York City at 245 Park Avenue, New
York, New York 10017, the principal sum of SIXTY-FIVE MILLION
FIFTY-ONE THOUSAND ONE HUNDRED FIFTY-THREE DOLLARS AND THREE
CENTS (to be adjusted pursuant to Section 3.04 hereof) in lawful
money of the United States of America and in immediately
available funds, on the dates and in the principal amounts
hereinafter provided, and, to the extent hereinafter provided, to
pay interest on the unpaid principal amount hereof, at such
office, in like money and funds at the rate per annum and on the
dates hereinafter provided. This amended and restated promissory
note (this &quot;<u>Promissory Note</u>&quot;), hereby amends and
restates in its entirety that certain promissory note from the
Maker to the Payee dated as of January 2, 2003, for the principal
amount of sixty-five million nine hundred eighty thousand three
hundred sixty-nine dollars and no cents. <br>
</font></p>

<p><font size="2">Section 1. <u>Definitions</u>. As used herein,
the following terms shall have the following meanings (all terms
defined in this Section 1 or in other provisions of this
Promissory Note in the singular to have the same meanings when
used in the plural and <u>vice</u> <u>versa</u>):</font></p>

<p><font size="2">&quot;<u>Acceleration Amount</u>&quot; shall
mean, with respect to any Broker Event, any amount of the related
Broker Note the maturity of which was accelerated that is not
paid by the maker of such Broker Note.</font></p>

<p><font size="2">&quot;<u>Asset Purchase Agreement</u>&quot;
shall mean the Asset Purchase Agreement, dated as of December 9,
2002, among Fahnestock Viner Holdings Inc., the Maker, the Payee
and Canadian Imperial Bank of Commerce (as such Asset Purchase
Agreement shall be amended, modified and supplemented and in
effect from time to time).</font></p>

<p><font size="2">&quot;<u>Assignment Agreement</u>&quot; shall
mean the Assignment and Assumption Agreement, dated as of January
2, 2003, between the Payee and the Maker, in the form of Exhibit
B hereto (as said Assignment Agreement shall be amended, modified
and supplemented and in effect from time to time). </font></p>

<p><font size="2">&quot;<u>Broker Amount</u>&quot; shall mean,
with respect to any Broker Event, the aggregate outstanding
principal amount of all Broker Notes with respect to which such
Broker Event shall have occurred, together with all accrued but
unpaid interest thereon.</font></p>

<p><font size="2">&quot;<u>Broker Event</u>&quot; shall mean,
with respect to any Broker Note, the acceleration of the maturity
of such Broker Note (whether by reason of the death of the maker
of such Broker Note, the occurrence of an Insolvency Event with
respect to the maker of such Broker Note, the maker of such
Broker Note no longer being employed by the Maker or any of its
affiliates, or otherwise).</font></p>

<p><font size="2">&quot;<u>Broker Notes</u>&quot; shall have the
meaning given to that term in the Assignment Agreement.</font></p>

<p><font size="2">&quot;<u>Business Day</u>&quot; shall mean any
day on which commercial banks are not authorized or required to
close in New York City.</font></p>

<p><font size="2">&quot;<u>Default</u>&quot; shall mean any Event
of Default and any event which, with notice or lapse of time or
both, would become an Event of Default.</font></p>

<p><font size="2">&quot;<u>Dollars</u>&quot; and &quot;<u>$</u>&quot;
shall mean lawful money of the United States of America.</font></p>

<p><font size="2">&quot;<u>Event of Default</u>&quot; shall have
the meaning given to that term in Section 6 hereof.</font></p>

<p><font size="2">&quot;<u>Forgiveness Event</u>&quot; shall
mean, with respect to any Broker Note, any principal of such
Broker Note being forgiven (the amount so forgiven, the &quot;<u>Forgiveness
Amount</u>&quot; with respect to such Forgiveness Event).</font></p>

<p><font size="2">&quot;<u>Insolvency Event</u>&quot; shall mean,
with respect to the maker of any Broker Note, (a) such maker
shall admit in writing his or her inability to, or be generally
unable to, pay his or her debts as such debts become due, or (b)
such maker shall (i)&nbsp;apply for or consent to the appointment
of, or the taking of possession by, a receiver, custodian,
trustee, examiner, liquidator of his or herself or of all or a
substantial part of his or her property, (ii)&nbsp;make a general
assignment for the benefit of his or her creditors,
(iii)&nbsp;commence a voluntary case under the United States
Bankruptcy Code, (iv)&nbsp;file a petition seeking to take
advantage of any other law relating to bankruptcy, insolvency,
reorganization, or composition or readjustment of debts, or
(v)&nbsp;fail to controvert in a timely and appropriate manner,
or acquiesce in writing to, any petition filed against him or her
in an involuntary case under the United States Bankruptcy Code,
or (c) a proceeding or case shall be commenced, without the
application or consent of such maker in any court of competent
jurisdiction, seeking (i) the composition or readjustment of his
or her debts, (ii)&nbsp;the appointment of a receiver, custodian,
trustee, examiner, liquidator or the like of such maker or of all
or any substantial part of his or her property, or
(iii)&nbsp;similar relief in respect of such maker under any law
relating to bankruptcy, insolvency, or composition or adjustment
of debts, and such proceeding or case shall continue undismissed,
or an order, judgment or decree approving or ordering any of the
foregoing shall be entered and continue unstayed and in effect,
for a period of 60 or more days; or an order for relief against
such maker shall be entered in an involuntary case under the
United States Bankruptcy Code. </font></p>

<p><font size="2">&quot;<u>Lien</u>&quot; shall mean, with
respect to any Property, any mortgage, lien, pledge, charge,
security interest or encumbrance of any kind in respect of such
Property.</font></p>

<p><font size="2">&quot;<u>Loan Agreement</u>&quot; shall mean
the Credit Agreement dated as of December 9, 2002, between
Canadian Imperial Bank of Commerce and Fahnestock Viner Holdings
Inc., providing for loans to be made by Canadian Imperial Bank of
Commerce to Fahnestock Viner Holdings Inc. in an aggregate
principal amount not to exceed $50,000,000 (as said Loan
Agreement shall be amended, modified and supplemented and in
effect from time to time).</font></p>

<p><font size="2">&quot;<u>Payment Event</u>&quot; shall mean,
with respect to any Broker Note, any principal of or interest on
such Broker Note being due and payable thereunder (the &quot;<u>Payment
Amount</u>&quot; for such a Payment Event shall be the amount so
due and payable, other than any Acceleration Amount with respect
to such Broker Note), except to the extent that such principal of
or interest became due and payable as a result of a Broker Event
with respect to such Broker Note. A &quot;Payment Event&quot;
shall occur on&nbsp;the first day that any such principal became
due and payable (whether or not the maker of&nbsp;such Broker
Note makes any such payment).</font></p>

<p><font size="2">&quot;<u>Permitted Transfer</u>&quot; shall
mean a transfer of the Broker Notes by the Maker to U.S. OpCo if
such a transfer is required to be made by the Securities and
Exchange Commission.</font></p>

<p><font size="2">&quot;<u>Person</u>&quot; shall mean any
individual, corporation, company, limited liability company,
voluntary association, partnership, joint venture, trust,
unincorporated organization or government (or any agency,
instrumentality or political subdivision thereof).</font></p>

<p><font size="2">&quot;<u>Principal Office</u>&quot; shall mean
the principal office the Payee in New York City, located on the
date hereof at 245 Park Avenue, New York, New York 10017.</font></p>

<p><font size="2">&quot;<u>Property</u>&quot; shall mean any
right or interest in or to property of any kind whatsoever,
whether real, person or mixed, and whether tangible or
intangible. </font></p>

<p><font size="2">&quot;<u>Taxes</u>&quot; shall mean all present
and future income, stamp, registration and other taxes and
levies, imposts, deductions, charges, compulsory loans and
withholdings whatsoever, and all interest, penalties or similar
amounts with respect thereto, now or hereafter imposed, assessed,
levied or collected by any jurisdiction or any political
subdivision or taxing authority of or in or any jurisdiction on
or in respect of this Promissory Note, the recording,
registration, notarization or other formalization hereof, the
enforcement hereof or the introduction hereof in any judicial
proceedings, or on or in respect of any payments of principal,
interest, premiums, charges, fees or other amounts made on, under
or in respect hereof.</font></p>

<p><font size="2">&quot;<u>Transaction Documents</u>&quot; shall
mean this Promissory Note and the Assignment Agreement.</font></p>

<p><font size="2">&quot;<u>Transaction Party</u>&quot; shall mean
the Maker and each other affiliate of the Maker that is a party
to any Transaction Document.</font></p>

<p><font size="2">&quot;<u>U.S. OpCo</u>&quot; shall mean
Fahnestock &amp; Co. Inc., a New York corporation.</font></p>

<p><font size="2">Section 2. <u>Payments of Principal and
Interest</u>.</font></p>

<p><font size="2">2.01 <u>Repayment of Principal</u>. The Maker
hereby promises to pay to the Payee the principal amount and
interest of this Promissory Note as follows:</font></p>

<blockquote>
    <blockquote>
        <p><font size="2">(a) No later than the fifth Business
        Day following each day that a Forgiveness Event shall
        occur with respect to any Broker Note, the Maker shall
        make a principal or interest payment, as applicable, in
        an amount equal to the Forgiveness Amount with respect
        thereto.</font></p>
        <p><font size="2">(b) No later than the fifth Business
        Day following each day that a Payment Event shall occur
        (unless such Payment Event is also a Broker Event, in
        which case Section 2.01(c) hereof shall apply), the Maker
        shall make a principal or interest payment, as
        applicable, in an amount equal to the Payment Amount with
        respect thereto.</font></p>
        <p><font size="2">(c) No later than the fifth Business
        Day following each day that a Broker Event shall occur
        with respect to any Broker Note, the Maker shall make a
        principal or interest payment, as applicable, in an
        amount equal to the Broker Amount with respect thereto, <u>provided</u>
        that, if there is an Acceleration Amount with respect to
        such Broker Note, the Maker shall make a principal
        payment in an amount equal to the Acceleration Amount
        with respect thereto in monthly installments as follows:</font></p>
        <blockquote>
            <blockquote>
                <p><font size="2">(i) the final installment of
                such Acceleration Amount shall be due and payable
                on the last Business Day of the month in which
                occurs the date five years after the date on
                which such Broker Note was originally made (the
                &quot;<u>Maturity Date</u>&quot; for such
                Acceleration Amount),</font></p>
                <p><font size="2">(ii) there shall be an
                installment (the &quot;<u>Monthly Installments</u>&quot;
                for such Broker Event) payable on the last
                Business Day of each month, the first such
                installment being payable on the first such
                Business Day after the occurrence of such Broker
                Event and the last installment being payable on
                the Maturity Date for such Acceleration Amount,
                and</font></p>
                <p><font size="2">(iii) the amount of each
                Monthly Installment shall be equal to the
                Acceleration Amount <u>divided</u> <u>by</u> the
                number of Monthly Installments for such Broker
                Event.</font></p>
            </blockquote>
        </blockquote>
    </blockquote>
</blockquote>

<p><font size="2">2.02 <u>Interest</u>. The Maker hereby promises
to pay to the Payee interest on any principal of or interest on
this Promissory Note which shall not be paid in full when due
(whether at stated maturity, by acceleration or otherwise), for
the period from and including the due date thereof to but
excluding the date the same is paid in full at a rate per annum
equal to the sum of (a) the Broker Call Rate as announced from
time to time in the Wall Street Journal and (b) 2%. Accrued
interest on this Promissory Note shall be payable on demand.</font></p>

<p><font size="2">2.03 <u>Voluntary Prepayments</u>. The Maker
shall have the right to prepay the principal of this Promissory
Note at any time or from time to time, <u>provided</u> that (a)
the Maker shall give the Payee at least one Business Day&#146;s
notice thereof, and (b) any partial prepayment shall be in an
amount at least equal to $1,000,000.</font></p>

<p><font size="2">2.04 <u>Obligations Unconditional</u>. The
obligations of the Maker under Section 2.01 hereof are absolute
and unconditional, irrespective of the value, genuineness,
validity, regularity or enforceability of the obligations of any
maker under any Broker Note, and irrespective of any other
circumstance whatsoever that might otherwise constitute a legal
or equitable discharge or defense of any such maker. Without
limiting the generality of the foregoing, the Maker agrees that
the occurrence of any one or more of the following shall not
alter the liability of the Maker hereunder: (a) the death of any
maker of any Broker Note, (b) the occurrence of an Insolvency
Event with respect to any maker of any Broker Note, and (c) any
default by any maker of any Broker Note of his or her obligations
under such Broker Note.</font></p>

<p><font size="2">Section 3. <u>Payments; Computations; Etc</u>.</font></p>

<p><font size="2">3.01 <u>Payments</u>. All payments of
principal, interest and other amounts to be made by the Maker
under this Promissory Note shall be made in Dollars, in
immediately available funds, without deduction, set-off or
counterclaim, to the Payee at the Principal Office, not later
than 1:00 p.m. (New York City time) on the date on which such
payment shall become due (each such payment made after such time
on such due date to be deemed to have been made on the next
succeeding Business Day).</font></p>

<p><font size="2">3.02 <u>Taxes</u>. All payments on account of
the principal of and interest on this Promissory Note, and all
other amounts payable hereunder by the Maker to or for the
account of the Payee shall be made free and clear of and without
reduction or liability for Taxes unless otherwise required by
applicable law.</font></p>

<p><font size="2">3.03 <u>Computations</u>. Interest on this
Promissory Note shall be computed on the basis of a year of 360
days and actual days elapsed (including the first day but
excluding the last day) occurring in the period for which
payable. </font></p>

<p><font size="2">3.04 <u>Adjustment of Principal Amount</u>. If
any Broker Loans shall be assigned to the Maker after the date
hereof, the principal sum of this Promissory Note shall
immediately and automatically, without any further action on the
part of either of the Maker or the Payee, be increased in
accordance with the terms of Section 6.21(b) of the Asset
Purchase Agreement. The Maker shall promptly amend and restate
this Promissory Note following any such Broker Loan assignment to
reflect the adjusted principal amount. The Maker shall then
exchange the amended and restated Promissory Note for this
Promissory Note.</font></p>

<p><font size="2">Section 4. <u>Representations</u>. The Maker
represents and warrants to the Payee that:</font></p>

<p><font size="2">4.01 <u>Corporate Existence</u>. The Maker is a
corporation duly organized and validly existing under the laws of
the State of Delaware.</font></p>

<p><font size="2">4.02 <u>No Breach</u>. None of the execution
and delivery of this Promissory Note and the other Transaction
Documents, the consummation of the transactions herein and
therein contemplated or compliance with the terms and provisions
hereof and thereof will conflict with or result in a breach of,
or require any consent under, the certificate of incorporation or
by-laws of any Transaction Party, or any applicable law or
regulation, or any order, writ, injunction or decree of any court
or governmental authority or agency, or any agreement or
instrument to which any Transaction Party is a party or by which
it or any of its property is bound or to which it is subject, or
result in the creation or imposition of any Lien upon any
property of any Transaction Party pursuant to the terms of any
such agreement or instrument.</font></p>

<p><font size="2">4.03 <u>Action</u>. Each Transaction Party has
all necessary corporate power, authority and legal right to
execute, deliver and perform its obligations under such of this
Promissory Note and the other Transaction Documents to which it
is a party; the execution, delivery and performance by each
Transaction Party of such of this Promissory Note and the other
Transaction Documents to which it is a party have been duly
authorized by all necessary action on its part (including,
without limitation, any required shareholder approvals); and this
Promissory Note and each other Transaction Document has been duly
and validly executed and delivered by each Transaction Party that
is a party thereto and constitutes its legal, valid and binding
obligation, enforceable against the Maker in accordance with its
terms, except as such enforceability may be limited by (a)
bankruptcy, insolvency, reorganization, moratorium or similar
laws of general applicability affecting the enforcement of
creditors&#146; rights and (b) the application of general
principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law).</font></p>

<p><font size="2">4.04 <u>Approvals</u>. No authorizations,
approvals or consents of, and no filings or registrations with,
any governmental or regulatory authority or agency are necessary
for the execution, delivery or performance by any Transaction
Party of such of this Promissory Note and the other Transaction
Documents to which it is a party or for the legality, validity or
enforceability hereof or thereof. </font></p>

<p><font size="2">4.05 <u>Title to Broker Notes</u>. The Maker
owns all of the Assigned Interests (as that term is defined in
the Assignment Agreement), and each of the Broker Notes is free
and clear of all Liens.</font></p>

<p><font size="2">Section 5. <u>Covenants</u>. The Maker
covenants and agrees that, so long as any principal of this
Promissory Note is outstanding and until payment in full of all
amounts payable by the Maker hereunder:</font></p>

<p><font size="2">5.01 <u>Information</u>. The Maker shall
deliver to the Payee:</font></p>

<blockquote>
    <blockquote>
        <p><font size="2">(a) promptly, and in no event later
        than three Business Days after the end of each month, a
        certificate of a senior financial officer of the Maker in
        substantially the form of Exhibit A hereto with respect
        to such month; </font></p>
        <p><font size="2">(b) promptly after the Maker knows that
        any Default has occurred, a notice of such Default
        describing the same in reasonable detail and, together
        with such notice or as soon thereafter as possible, a
        description of the action that the Maker has taken or
        proposes to take with respect thereto; and</font></p>
        <p><font size="2">(c) from time to time, such other
        information regarding the financial condition, operations
        or business of the Maker, as the Payee may reasonably
        request.</font></p>
    </blockquote>
</blockquote>

<p><font size="2">5.02 <u>Litigation</u>. The Maker will promptly
give to the Payee notice of all legal or arbitral proceedings,
and of all proceedings by or before any governmental or
regulatory authority or agency, and any material development in
respect of such legal or other proceedings, to the extent that
the same is reasonably likely to affect the Maker&#146;s ability
to perform its obligations under this Promissory Note.</font></p>

<p><font size="2">5.03 <u>Inspection</u> The Maker will (and,
after any Permitted Transfer, will cause U.S. OpCo to):</font></p>

<blockquote>
    <blockquote>
        <p><font size="2">(a) keep adequate records and books of
        account with respect to the Broker Notes, including
        records with respect to all Broker Events (and the
        related Broker Amounts and the related Acceleration
        Amounts), all Forgiveness Events (and the related
        Forgiveness Amounts), and all Payment Events (and the
        related Payment Amounts); and</font></p>
        <p><font size="2">(b) permit representatives of the
        Payee, during normal business hours (but subject to prior
        notice), to examine, copy and make extracts from its
        books and records relating to the Broker Notes.</font></p>
    </blockquote>
</blockquote>

<p><font size="2">5.04 <u>Transfers of Broker Notes</u>. The
Maker will not (and, after any Permitted Transfer, will not
permit U.S. OpCo to), either directly or indirectly, convey,
sell, transfer, assign or otherwise dispose of any of the Broker
Notes or any interest therein, except for a Permitted Transfer
and for transfers to affiliates of the Maker so long as (a) the
Payee is given at least 30 days notice thereof and (b) after
giving effect to such transfer no Default would be continuing.</font></p>

<p><font size="2">5.05 <u>Liens on Broker Notes</u>. The Maker
will not (and, after any Permitted Transfer, will not permit U.S.
OpCo to) create, incur, assume or suffer to exist any Lien upon
any of the Broker Notes.</font></p>

<p><font size="2">5.06 <u>Holding Company</u>. The Maker will not
at any time incur any indebtedness (other than hereunder or under
the Loan Agreement), own any property other than the shares of
capital stock of U.S. OpCo and the Broker Notes or conduct any
business other than the business of holding the shares of capital
stock of U.S. OpCo and performing its obligations hereunder and
under the Loan Agreement.</font></p>

<p><font size="2">5.07 <u>Amendments to Broker Notes</u>. The
Maker will not (and, after any Permitted Transfer, will not
permit U.S. OpCo to) agree or consent to any material amendment
or supplement to, or other modification of, any of the Broker
Notes, if the same (a) modifies any of the payment terms thereof
or (b) is reasonably likely to materially aversely affect the
Maker&#146;s rights and remedies thereunder.</font></p>

<p><font size="2">Section 6. <u>Events of Default</u>. If one or
more of the following events (herein called &quot;<u>Events of
Default</u>&quot;) shall occur and be continuing:</font></p>

<blockquote>
    <blockquote>
        <p><font size="2">(a) The Maker shall default in the
        payment when due of any principal of or interest on this
        Promissory Note; or</font></p>
        <p><font size="2">(b) Any representation, warranty or
        certification made or deemed made herein (or in any
        modification or supplement hereto), or in any other
        Transaction Document, by the Maker, or any certificate
        furnished to the Payee pursuant to the provisions hereof,
        shall prove to have been false or misleading as of the
        time made or furnished in any material respect; or</font></p>
        <p><font size="2">(c) The Maker shall default in the
        performance of any of its obligations under Section 5
        hereof, or the Maker shall default in the performance of
        any of its obligations under any of the other Transaction
        Documents; or</font></p>
        <p><font size="2">(d) The Maker or U.S. OpCo shall admit
        in writing its inability to, or be generally unable to,
        pay its debts as such debts become due; or</font></p>
        <p><font size="2">(e) The Maker or U.S. OpCo shall
        (i)&nbsp;apply for or consent to the appointment of, or
        the taking of possession by, a receiver, custodian,
        trustee, examiner, liquidator of itself or of all or a
        substantial part of its property, (ii)&nbsp;make a
        general assignment for the benefit of its creditors,
        (iii)&nbsp;commence a voluntary case under the United
        States Bankruptcy Code, (iv)&nbsp;file a petition seeking
        to take advantage of any other law relating to
        bankruptcy, insolvency, reorganization, liquidation,
        dissolution, arrangement or winding-up, or composition or
        readjustment of debts, (v)&nbsp;fail to controvert in a
        timely and appropriate manner, or acquiesce in writing
        to, any petition filed against it in an involuntary case
        under the United States Bankruptcy Code or (vi)&nbsp;take
        any action for the purpose of effecting any of the
        foregoing; or</font></p>
        <p><font size="2">(f) A proceeding or case shall be
        commenced, without the application or consent of the
        Maker or U.S. OpCo in any court of competent
        jurisdiction, seeking (i)&nbsp;its reorganization,
        liquidation, dissolution, arrangement or winding-up, or
        the composition or readjustment of its debts,
        (ii)&nbsp;the appointment of a receiver, custodian,
        trustee, examiner, liquidator or the like of either of
        the Maker or U.S. OpCo or of all or any substantial part
        of its property, or (iii)&nbsp;similar relief in respect
        of the Maker or U.S. OpCo under any law relating to
        bankruptcy, insolvency, reorganization, winding-up, or
        composition or adjustment of debts, and such proceeding
        or case shall continue undismissed, or an order, judgment
        or decree approving or ordering any of the foregoing
        shall be entered and continue unstayed and in effect, for
        a period of 60 or more days; or an order for relief
        against the Maker or U.S. OpCo shall be entered in an
        involuntary case under the United States Bankruptcy Code;
        or</font></p>
        <p><font size="2">(g) The Maker shall default in the
        payment when due of any principal or interest on any of
        its indebtedness aggregating $1,000,000 or more; or any
        event specified in any note, agreement, indenture or
        other document evidencing or relating to any such
        indebtedness shall occur if the effect of such event is
        to cause, or (with the giving or any notice or the lapse
        of time or both) to permit the holder or holders of such
        indebtedness (or a trustee or agent on behalf of such
        holder or holders) to cause, such indebtedness to become
        due, or to be prepaid in full (whether by redemption,
        purchase, offer to purchase or otherwise), prior to its
        stated maturity; or</font></p>
        <p><font size="2">(h) A final judgment or judgments for
        the payment of money in an aggregate amount exceeding
        $1,000,000 shall be rendered by one or more courts,
        administrative tribunals or other bodies having
        jurisdiction against the Maker and the same shall not be
        discharged (or provision shall not be made for such
        discharge), or a stay of execution thereof shall not be
        procured, within 30 days from the date of entry thereof
        and the Maker (as the case may be) shall not, within said
        period of 30 days, or such longer period during which
        execution of the same shall have been stayed, appeal
        therefrom and cause the execution thereof to be stayed
        during such appeal; or</font></p>
        <p><font size="2">(i) Any &quot;Event of Default&quot;
        under the Loan Agreement;</font></p>
    </blockquote>
</blockquote>

<p><font size="2">THEREUPON, (x) if such Event of Default (other
than an Event of Default of the type described in clause (e) or
(f) above with respect to the Maker) shall have continued
unremedied for at least 90 days (or such longer period as the
Payee may agree to) the Payee may, by notice to the Maker,
declare the principal amount then outstanding of, and the accrued
interest on, this Promissory Note and all other amounts payable
by the Maker hereunder to be forthwith due and payable, whereupon
such amounts shall be immediately due and payable without
presentment, demand, protest or other formalities of any kind,
all of which are hereby expressly waived by the Maker; or (y) in
the case of an Event of Default of the type described in clause
(e) or (f) above with respect to the Maker, the principal amount
then outstanding of, and the accrued interest on, this Promissory
Note and all other amounts payable by the Maker hereunder shall
automatically be and become immediately due and payable without
presentment, demand, protest or other formalities of any kind,
all of which are hereby expressly waived by the Maker.</font></p>

<p><font size="2">Section 7. <u>Miscellaneous</u>.</font></p>

<p><font size="2">7.01 <u>Waiver</u>. No failure on the part of
the Payee to exercise and no delay in exercising, and no course
of dealing with respect to, any right, power or privilege under
this Promissory Note shall operate as a waiver thereof, nor shall
any single or partial exercise of any right, power or privilege
under this Promissory Note preclude any other or further exercise
thereof or the exercise of any other right, power or privilege.
The remedies provided herein are cumulative and not exclusive of
any remedies provided by law.</font></p>

<p><font size="2">7.02 <u>Notices</u>. All notices, requests and
other communications provided for herein (including, without
limitation, any modifications of, or waivers, requests or
consents under, this Promissory Note) shall be given or made in
writing (including, without limitation, by telex or telecopy).
Except as otherwise provided in this Promissory Note, all such
communications shall be deemed to have been duly given when
transmitted by telex or telecopier (with confirmation received)
or personally delivered or, in the case of a mailed notice, upon
receipt.</font></p>

<p><font size="2">7.03 <u>Expenses, Etc.</u> The Maker agrees to
pay or reimburse the Payee for: (a)&nbsp;all reasonable
out-of-pocket costs and expenses of the Payee in connection
with&nbsp;the negotiation or preparation of any modification,
supplement or waiver of any of the terms of this Promissory Note
(whether or not consummated); (b)&nbsp;all reasonable
out-of-pocket costs and expenses of the Payee (including, without
limitation, the reasonable fees and expenses of legal counsel) in
connection with (i)&nbsp;any Default and any enforcement or
collection proceedings resulting therefrom, including, without
limitation, all manner of participation in or other involvement
with (x) bankruptcy, insolvency, receivership, foreclosure,
winding up or liquidation proceedings and (y) judicial or
regulatory proceedings and (ii)&nbsp;the enforcement of this
Section&nbsp;7.03; and (c)&nbsp;all transfer, stamp, documentary
or other similar taxes, assessments or charges levied by any
governmental or revenue authority in respect of this Promissory
Note or any other document referred to herein.</font></p>

<p><font size="2">7.04 <u>Amendments, Etc.</u> No provision of
this Promissory Note may be modified or supplemented except by an
instrument in writing signed by the Maker and the Payee.</font></p>

<p><font size="2">7.05 <u>Successors and Assigns</u>. This
Promissory Note shall be binding upon the Maker and its
successors and assigns.</font></p>

<p><font size="2">7.06 <u>Assignments and Participations</u>.</font></p>

<blockquote>
    <blockquote>
        <p><font size="2">(a) The Maker may not assign any of its
        rights or obligations hereunder without the prior consent
        of the Payee (which consent shall not be unreasonably
        withheld provided such assignee assumes in writing all of
        the Maker&#146;s obligations under this Promissory Note
        and no Default is continuing at the time of such
        assignment).</font></p>
        <p><font size="2">(b) The Payee may assign all or any
        portion of this Promissory Note without the prior consent
        of the Maker, but subject to any applicable regulatory
        approvals (including, without limitation, any required
        under the rules and regulations of the New York Stock
        Exchange, Inc.).</font></p>
        <p><font size="2">(c) In addition to the assignments
        permitted under the foregoing provisions of this
        Section&nbsp;7.06, the Payee may (without notice to the
        Maker) assign all or any portion of its rights under this
        Promissory Note to an affiliate.</font></p>
    </blockquote>
</blockquote>

<p><font size="2">7.07 <u>Survival</u>. The obligations of the
Maker under Section 7.03 hereof shall survive the repayment of
this Promissory Note.</font></p>

<p><font size="2">7.08 <u>Captions</u>. The captions and section
headings appearing herein are included solely for convenience of
reference and are not intended to affect the interpretation of
any provision of this Promissory Note.</font></p>

<p><font size="2">7.09 <u>Governing Law</u>. This Agreement and
the Notes shall be governed by, and construed in accordance with,
the law of the State of New York, without giving effect to the
principles of conflicts of laws thereof.</font></p>

<p><font size="2">7.10 <u>Jurisdiction; Service of Process; Venue</u>.</font></p>

<blockquote>
    <blockquote>
        <p><font size="2">(a) The Maker hereby agrees that any
        suit, action or proceeding with respect to this
        Promissory Note or any judgment entered by any court in
        respect hereof may be brought in the Supreme Court of the
        State of New&nbsp;York, County of New&nbsp;York or in the
        United States District Court for the Southern District of
        New&nbsp;York, as the party commencing such suit, action
        or proceeding may elect in its sole discretion; and the
        Maker hereby irrevocably submits to the jurisdiction of
        such courts for the purpose of any suit, action,
        proceeding or judgment.</font></p>
        <p><font size="2">(b) Nothing herein shall in any way be
        deemed to limit the ability of the Payee to serve any
        such writs, process or summonses in any other manner
        permitted by applicable law, or to obtain jurisdiction
        over the Maker in such other jurisdictions, and in such
        manner, as may be permitted by applicable law.</font></p>
        <p><font size="2">(c) The Maker hereby irrevocably waives
        any objection that it may now or hereafter have to the
        laying of the venue of any suit, action or proceeding
        arising out of or relating to this Promissory Note
        brought in the Supreme Court of the State of
        New&nbsp;York, County of New&nbsp;York or in the United
        States District Court for the Southern District of
        New&nbsp;York, and hereby further irrevocably waives any
        claim that any such suit, action or proceeding brought in
        any such court has been brought in an inconvenient forum.</font></p>
    </blockquote>
</blockquote>

<p><font size="2">7.11 <u>Waiver of Jury Trial</u>. THE MAKER AND
EACH HOLDER OF THIS PROMISSORY NOTE HEREBY IRREVOCABLY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT
TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS PROMISSORY NOTE OR THE TRANSACTIONS CONTEMPLATED
HEREBY.</font></p>

<p><font size="2">IN WITNESS WHEREOF, the Maker has caused this
Promissory Note to be duly executed and delivered on the day and
year first above written.</font></p>

<p><font size="2">VINER FINANCE INC. </font></p>

<p><font size="2">By: <u>_/s/ A.G. Lowenthal_______ </u></font></p>

<p><font size="2">Name: A.G. Lowenthal<br>
Title: CEO &amp; Chairman of the Board</font></p>

<p><font size="2">Address for Notices:</font></p>

<p><font size="2">125 Broad Street, 16<sup>th</sup> Floor<br>
New York, NY 10004<br>
Attention: Albert Lowenthal<br>
Telecopier: 212-943-8728 </font></p>

<blockquote>
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                                        <p><font size="2"></font>&nbsp;</p>
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                        </blockquote>
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        </blockquote>
    </blockquote>
</blockquote>

<p><font size="2">ACKNOWLEDGED AND AGREED BY:</font></p>

<p><font size="2">CIBC WORLD MARKETS CORP.</font></p>

<p><font size="2">By:<u> /s/ Antonio Molestino</u>____</font></p>

<p><font size="2">Name: Antonio Molestino</font></p>

<p><font size="2">Title: Managing Director</font></p>

<p align="right"><font size="2">EXHIBIT A</font></p>

<p align="right"><font size="2"><br>
</font></p>

<p align="center"><font size="2">[Form of Monthly Certificate]</font></p>

<p align="center"><font size="2">BROKER NOTES CERTIFICATE</font></p>

<p align="center"><font size="2">Monthly Period Ended _______ __,
20__</font></p>

<p><font size="2">Reference is made to the Promissory Note dated
January 15, 2003 (the &quot;<u>Promissory Note</u>&quot;) made by
Viner Finance Inc. to the order of CIBC World Markets Corp. Terms
defined in the Promissory Note are used herein as defined
therein.</font></p>

<p><font size="2">Pursuant to Section 5.01(a) of the Promissory
Note, the undersigned, the [title] of the Maker, hereby certifies
that, to the best of [his/her] knowledge:<br>
</font></p>

<p><font size="2"><u>Forgiveness Events</u></font></p>

<blockquote>
    <blockquote>
        <blockquote>
            <blockquote>
                <p><font size="2">The aggregate Forgiveness
                Amount with respect to all Forgiveness Events
                that occurred during the monthly period covered
                by this Broker Notes Certificate is $__________.</font></p>
                <p><font size="2">Schedule I to this Broker Notes
                Certificate is a true and correct list of all
                Broker Notes with respect to which Forgiveness
                Events occurred during the monthly period covered
                by this Certificate (including the name of the
                maker of the respective Broker Notes, the
                Forgiveness Amount for the respective Broker
                Notes and the date on which the Forgiveness Event
                occurred). <br>
                </font></p>
            </blockquote>
        </blockquote>
    </blockquote>
</blockquote>

<p><font size="2"><u>Payment Events</u></font></p>

<blockquote>
    <blockquote>
        <blockquote>
            <blockquote>
                <p><font size="2">The aggregate Payment Amount
                with respect to all Payment Events that occurred
                during the monthly period covered by this Broker
                Notes Certificate is $__________.</font></p>
                <p><font size="2">Schedule II to this Broker
                Notes Certificate is a true and correct list of
                all Broker Notes with respect to which Payment
                Events occurred during the monthly period covered
                by this Certificate (including the name of the
                maker of the respective Broker Notes, the Payment
                Amount for the respective Broker Notes, the event
                (termination, etc.) that gave rise to such
                Payment Event and the date on which the Payment
                Event occurred). <br>
                </font></p>
            </blockquote>
        </blockquote>
    </blockquote>
</blockquote>

<p><font size="2"><u>Broker Events</u></font></p>

<blockquote>
    <blockquote>
        <blockquote>
            <blockquote>
                <p><font size="2">The aggregate Broker Amount
                with respect to all Broker Events that occurred
                during the monthly period covered by this Broker
                Notes Certificate is $__________.</font></p>
                <p><font size="2">Schedule III to this Broker
                Notes Certificate is a true and correct list of
                all Broker Notes with respect to which Broker
                Events occurred during the monthly period covered
                by this Certificate (including the name of the
                maker of the respective Broker Notes, the Broker
                Amount for the respective Broker Notes, the
                amount of any Acceleration Amount with respect to
                such Broker any such Broker Note, the event
                (death, Insolvency Event or termination) that
                gave rise to such Broker Event and the date on
                which the Broker Event occurred).</font></p>
                <p><font size="2">The aggregate Acceleration
                Amount with respect to all Broker Events that
                occurred during the monthly period covered by
                this Broker Notes Certificate is $__________.</font></p>
                <p><font size="2">Schedule IV to this Broker
                Notes Certificate sets forth, for each
                Acceleration Amount for each Broker Event that
                occurred during the monthly period covered by
                this Broker Notes Certificate, such Acceleration
                Amount, the Broker Note to which such
                Acceleration Amount relates, the date on which
                the first installment of such Acceleration Amount
                is payable and the amount of each Monthly
                Installment for such Acceleration Amount.</font></p>
                <p><font size="2"></font>&nbsp;</p>
                <p><font size="2"></font>&nbsp;</p>
            </blockquote>
        </blockquote>
        <p><font size="2">IN WITNESS WHEREOF, the undersigned has
        caused this Broker Notes Certificate to be duly executed
        as of the __ day of _____, 20__.</font></p>
        <p><font size="2">__________________________<br>
        [Insert Title]</font></p>
        <p><font size="2"></font>&nbsp;</p>
        <p><font size="2"></font>&nbsp;</p>
    </blockquote>
</blockquote>
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</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>9
<FILENAME>regrts.htm
<DESCRIPTION>EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENT
<TEXT>
<!DOCTYPE HTML PUBLIC "-//IETF//DTD HTML//EN">
<html>


<body bgcolor="#FFFFFF" link="#0000FF" vlink="#7F007F">
EXHIBIT 4.2
FAHNESTOCK VINER HOLDINGS INC.
FORM 8-K DATED JANUARY 17, 2003
REGISTRATION RIGHTS AGREEMENT

<p align="center"><b>REGISTRATION RIGHTS AGREEMENT</b></p>

<p align="center">between</p>

<p align="center"><b>FAHNESTOCK VINER Holdings Inc. </b></p>

<p align="center">and</p>

<p align="center"><b>CANADIAN IMPERIAL BANK OF COMMERCE</b></p>

<p align="center"><b></b>&nbsp;</p>

<p align="center"><b></b>&nbsp;</p>

<p align="center">Dated as of January 2, 2003</p>

<p>&nbsp;</p>

<p>&nbsp;</p>

<p align="center">TABLE OF CONTENTS</p>

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                                        <p align="right">Page</p>
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                                </blockquote>
                            </blockquote>
                        </blockquote>
                    </blockquote>
                </blockquote>
            </blockquote>
        </blockquote>
    </blockquote>
</blockquote>

<p>Section 1. Definitions. <a href="#_Toc27167775">*</a> </p>

<p align="left">Section 2. Demand Registration <a
href="#_Toc27167776">*</a></p>

<p align="left">Section 2A. Special Demand Registration 7 </p>

<p align="left">Section 3. Piggyback Registration <a
href="#_Toc27167777">*</a></p>

<p align="left">Section 4. &quot;Market Stand-Off&quot; Agreement
<a href="#_Toc27167778">*</a></p>

<p align="left">Section 5. Expenses <a href="#_Toc27167779">*</a></p>

<p align="left">Section 6. Procedure <a href="#_Toc27167780">*</a></p>

<p align="left">Section 7. Indemnification <a
href="#_Toc27167781">*</a></p>

<p align="left">Section 8. Underwriting Agreement <a
href="#_Toc27167782">*</a></p>

<p align="left">Section 9. Information by Holders <a
href="#_Toc27167783">*</a></p>

<p align="left">Section 10. Exchange Act Compliance <a
href="#_Toc27167784">*</a></p>

<p align="left">Section 11. No Conflict of Rights <a
href="#_Toc27167785">*</a></p>

<p align="left">Section 12. Termination <a href="#_Toc27167786">*</a></p>

<p align="left">Section 13. Transfer of Registration Rights <a
href="#_Toc27167787">*</a></p>

<p align="left">Section 14. Miscellaneous <a href="#_Toc27167788">*</a></p>

<p align="center"><b><u>REGISTRATION RIGHTS AGREEMENT</u></b></p>

<p>REGISTRATION RIGHTS AGREEMENT (this &quot;<u>Agreement</u>&quot;),
dated as of January 2, 2003, between Fahnestock Viner Holdings
Inc., an Ontario corporation (the &quot;<u>Company</u>&quot;),
and Canadian Imperial Bank of Commerce, a bank under the laws of
Canada (the &quot;<u>Investor</u>&quot;).</p>

<p align="center"><u>RECITALS</u></p>

<p>WHEREAS, pursuant to the Asset Purchase Agreement, (as defined
below) the Company has caused E.A. Viner International Co., a
Delaware corporation and wholly owned subsidiary of the Company
(&quot;<u>Viner</u>&quot;), 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);</p>

<p>WHEREAS, the Debentures are exchangeable, in accordance with
their terms, into Class A Shares (as defined below) or, in the
case of the Interim Debenture (as defined below), into the Second
Viner Debenture (as defined below); and</p>

<p>WHEREAS, the execution and delivery of this Agreement is a
condition to the closing of the transactions contemplated by the
Asset Purchase Agreement.</p>

<p>NOW, THEREFORE, in consideration of the foregoing and the
covenants and agreements contained in this Agreement, the Company
and the Investor, intending to be legally bound hereby, agree as
follows: </p>

<p><a name="_Toc27167775"><u>Definitions</u>.</a></p>

<p>As used in this Agreement, the following terms shall have the
following meanings:</p>

<p>&quot;<u>Agreement</u>&quot; shall have the meaning ascribed
to such term in the preamble hereto.</p>

<p>&quot;<u>Asset Purchase Agreement</u>&quot; means the Asset
Purchase Agreement, dated as of December 9, 2002, by and among
the Company, the Investor and certain of their Affiliates.</p>

<p>&quot;<u>Beneficially Own</u>&quot; shall have the meaning
ascribed to such term in the Stakeholders Agreement. </p>

<p>&quot;<u>Business Day</u>&quot; means any day except a
Saturday, Sunday or other day on which the NYSE is not open for
the transaction of business.</p>

<p>&quot;<u>Class A Shares</u>&quot; shall mean the Class A
non-voting shares of the Company.</p>

<p>&quot;<u>Commissions</u>&quot; means (i) the securities
commissions or other securities authorities in each of the
provinces and territories of Canada and (ii) the SEC.</p>

<p>&quot;<u>Company</u>&quot; shall have the meaning ascribed to
such term in the preamble hereto.</p>

<p>&quot;<u>Debentures</u>&quot; shall mean the First Viner
Debenture, the Second Viner Debenture and the Interim Debenture.</p>

<p>&quot;<u>Demand Registration</u>&quot; shall have the meaning
ascribed to such term in Section&nbsp;2(a) hereof.</p>

<p>&quot;<u>Demand Securities</u>&quot; shall have the meaning
ascribed to such term in Section&nbsp;2(a) hereof.</p>

<p>&quot;<u>Effective Date</u>&quot; means, (i) with respect to a
Registration of securities in one or more provinces and
territories of Canada, the date that the applicable Commissions
issue a receipt for the final prospectus in respect thereof or,
(ii) with respect to a Registration of securities in the United
States, the date that the Registration Statement in respect
thereof becomes effective.</p>

<p>&quot;<u>Exchange Act</u>&quot; means the United States
Securities Exchange Act of 1934, as amended.</p>

<p>&quot;<u>Filing Date</u>&quot; means, (i) with respect to a
Registration of securities in one or more provinces and
territories of Canada, the date a preliminary prospectus is filed
with the applicable Commissions or, (ii) with respect to a
Registration of securities in the United States, the date a
registration statement is filed with the SEC.</p>

<p>&quot;<u>First Viner Debenture</u>&quot; means the debenture
due 2013 issued by Viner, which is exchangeable into Class A
Shares, substantially in the form attached as <u>Exhibit C</u> to
the Asset Purchase Agreement.</p>

<p>&quot;<u>Holder</u>&quot; shall mean any holder of record of
Registrable Securities.</p>

<p>&quot;<u>Information</u>&quot; shall have the meaning ascribed
to such term in Section 6(a)(viii) hereof.</p>

<p>&quot;<u>Inspectors</u>&quot; shall have the meaning ascribed
to such term in Section 6(a)(viii) hereof.</p>

<p>&quot;<u>Interim Debenture</u>&quot; means the debenture
issued by Viner, which is exchangeable into the Second Viner
Debenture, substantially in the form attached as <u>Exhibit D</u>
to the Asset Purchase Agreement.</p>

<p>&quot;<u>Investor</u>&quot; shall have the meaning ascribed to
such term in the preamble hereto.</p>

<p>&quot;<u>Lock-Up Period</u>&quot; shall have the meaning
ascribed to such term in Section 4 hereof.</p>

<p>&quot;<u>Losses</u>&quot; shall have the meaning ascribed to
such term in Section 7(a) hereof. </p>

<p>&quot;<u>Minimum Amount</u>&quot; shall have the meaning
ascribed to such term in the Stakeholders Agreement.</p>

<p>&quot;<u>NYSE</u>&quot; shall mean the New York Stock
Exchange.</p>

<p>&quot;<u>Other Shares</u>&quot; shall mean the shares of
capital stock of the Company that are not Registrable Securities.</p>

<p>&quot;<u>Permitted Transferee</u>&quot; shall mean any
subsidiary of the Investor in which the Investor owns, directly
or indirectly, 80% of the outstanding securities entitled to vote
for the election of the directors.</p>

<p>&quot;<u>Person</u>&quot; means any individual, sole
proprietorship, limited liability company, joint venture,
corporation, partnership, association, trust, or any other entity
or organization, including a government or political subdivision
or an agency or instrumentality thereof.</p>

<p>&quot;<u>Piggyback Registration</u>&quot; shall have the
meaning ascribed to such term in Section&nbsp;3(a) hereof.</p>

<p>&quot;<u>Records</u>&quot; shall have the meaning ascribed to
such term in Section 6(a)(viii) hereof.</p>

<p>&quot;<u>Register</u>&quot; and &quot;<u>Registration</u>&quot;
shall mean the act of qualifying securities for distribution in
the provinces and territories of Canada and the United States of
America (or any of them) by filing with the applicable
Commissions a Registration Statement relating to the proposed
distribution and such other documents as may be necessary or
appropriate in connection therewith.</p>

<p>&quot;<u>Registrable Securities</u>&quot; shall mean (i) the
Class A Shares issued or issuable to the Investor or any
Permitted Transferee thereof upon the exchange of the First Viner
Debenture or the Second Viner Debenture, including any shares
issued under Section 5(b) of either the First Viner Debenture or
the Second Viner Debenture, (ii) the Class A Shares acquired by
the Investor or any Permitted Transferee thereof pursuant to
Sections 3.4 or 5.1 of the Stakeholders Agreement and (iii) any
Class A Shares or other securities of the Company issued in
connection with a stock split, stock dividend, recapitalization
or similar event relating to clauses (i) and (ii) above; except,
in each case, for Class A Shares (i) the sale of which is covered
by a Registration Statement that has been declared effective
under the Securities Acts or (ii) which shall have been
transferred pursuant to Rule 144 or (iii) which are eligible to
be resold pursuant to Rule 144(k).</p>

<p>&quot;<u>Registration Statement</u>&quot; means, (i) with
respect to a Registration of securities in one or more provinces
and territories of Canada, a preliminary prospectus, final
prospectus or similar document, as appropriate,<b> </b>prepared
in accordance with the applicable Securities Acts or, (ii) with
respect to a Registration of securities in the United States, a
registration statement prepared in accordance with the U.S.
Securities Act.</p>

<p>&quot;<u>Registration Rights</u>&quot; shall mean the rights
of an Investor to request a Registration pursuant to the terms of
this Agreement.</p>

<p>&quot;<u>Requesting Holders</u>&quot; shall have the meaning
ascribed to such term in Section&nbsp;2(a) hereof.</p>

<p>&quot;<u>Rule 144</u>&quot; shall mean Rule 144 promulgated
under the U.S. Securities Act or any successor rule thereto or
any complementary rule thereto.</p>

<p>&quot;<u>SEC</u>&quot; means the United States Securities and
Exchange Commission.</p>

<p>&quot;<u>Second Viner Debenture</u>&quot; means the debenture
due 2013 to be issued by Viner, which will be exchangeable into
Class A Shares on terms identical to the terms of the First Viner
Debenture, substantially in the form attached as <u>Exhibit K</u>
to the Asset Purchase Agreement.</p>

<p>&quot;<u>Securities Acts</u>&quot; means the securities
legislation of each of the provinces and territories of Canada,
the U.S. Securities Act, the Exchange Act and all regulations,
policy statements, orders, rulings, communiques and
interpretation notes issued thereunder or in relation thereto or
promulgated by the NYSE, TSX or other relevant securities
exchange, as the same may hereafter be amended or replaced from
time to time.</p>

<p>&quot;<u>Selling Holder</u>&quot; shall mean, with respect to
any Registration Statement which Registers the offer and sale of
Registrable Securities pursuant to this Agreement, each holder of
Registrable Securities covered by such Registration Statement.</p>

<p>&quot;<u>Selling Holders' Counsel</u>&quot; shall mean counsel
selected by Selling Holders that hold a majority of the
Registrable Securities covered by a Registration Statement.</p>

<p>&quot;<u>Significant Shareholder I Individual</u>&quot; shall
mean Albert G. Lowenthal.</p>

<p>&quot;<u>Significant Shareholder Ownership Change Notice</u>&quot;
shall have the meaning ascribed to such term in the Stakeholders
Agreement.</p>

<p>&quot;<u>Significant Shareholders</u>&quot; shall have the
meaning ascribed to such term in the Stakeholders Agreement.</p>

<p>&quot;<u>Special Demand Registration</u>&quot; has the meaning
ascribed to such term in Section 2A.</p>

<p>&quot;<u>Special Demand Securities</u>&quot; means any
Registrable Securities issued pursuant to Section 5(b) of the
First Viner Debenture or Second Viner Debenture.</p>

<p>&quot;<u>Special Requesting Holders</u>&quot; has the meaning
ascribed to such term in Section 2A.</p>

<p>&quot;<u>Stakeholders Agreement</u>&quot; shall mean the
stakeholders agreement dated as of December 9, 2002, by and among
the Company, the Significant Shareholders and the Investor, as
amended, restated or otherwise modified.</p>

<p>&quot;<u>TSX</u>&quot; shall mean the Toronto Stock Exchange.</p>

<p>&quot;<u>underwritten registration</u>&quot; or &quot;<u>underwritten
offering</u>&quot; shall mean a Registration in which securities
of the Company are sold to or through one or more underwriters
for reoffering or sale to the public.</p>

<p>&quot;<u>U.S. Securities Act</u>&quot; shall mean the United
State Securities Act of 1933, as amended.</p>

<p>&quot;<u>Viner</u>&quot; shall have the meaning ascribed to
such term in the recitals.</p>

<p><a name="_Toc27167776"><u>Demand Registration</u></a></p>

<p>.</p>

<p>Subject to Section 4 and subparagraphs (i), (ii), (iii), (iv),
(v) and (vi) of this Section 2(a) and at any time beginning at
the earliest of (i) the death of Significant Shareholder I
Individual, (ii) the date on which the Investor receives a
Significant Shareholder Ownership Change Notice or (iii) the
third anniversary of the Closing Date, holders of record of at
least a majority of the total number of outstanding Registrable
Securities (the &quot;<u>Requesting Holders</u>&quot;) shall have
the right to request that the Company effect a Registration under
the Securities Acts with respect to all or a portion of the
Registrable Securities held by such Requesting Holders by
delivering a written notice executed by each Requesting Holder to
the principal business office of the Company in accordance with
this Section 2 (a &quot;<u>Demand Registration</u>&quot;). The
request shall identify each such Requesting Holder, specify the
number of Registrable Securities each Requesting Holder proposes
to be included in such Demand Registration, the intended method
of distribution and the jurisdictions where Registration is to be
effected, <u>provided</u> that the Company shall not be required
to effect a Registration in any jurisdiction where it has not
previously made a Registration of Class A Shares. The Company
shall (x) promptly give notice of such request for a Demand
Registration to each holder of record of Registrable Securities
that is not a Requesting Holder and (y) use its commercially
reasonable efforts to effect a Demand Registration on an
appropriate form under the appropriate Securities Acts for the
Registrable Securities which the Company has been so requested to
Register by the Requesting Holders, and by each other holder of
record of Registrable Securities that shall have made a written
request to the Company for inclusion in the Demand Registration
within 30 Business Days after the giving of such written notice
by the Company, which request shall specify the number and
intended method of disposition (including the relevant
jurisdictions of sale) of Registrable Securities (collectively,
the &quot;<u>Demand Securities</u>&quot;); <u>provided</u>, <u>however</u>,
that the Company shall not be obligated to effect any Demand
Registration except in accordance with the following provisions:</p>

<blockquote>
    <blockquote>
        <p>the Company shall not be obligated to file more than
        two Registration Statements in total pursuant to this
        Section 2, subject to paragraph (d) below;<b> </b></p>
        <p>the Company shall not be obligated to file any
        Registration Statement pursuant to this Section 2 unless
        the request from the applicable holder(s) for such
        Registration cover Registrable Securities whose aggregate
        net proceeds of the Registrable Securities proposed to be
        sold is not less than $10,000,000;</p>
        <p>the Company shall (A) not be obligated to file any
        Registration Statement during any period in which any
        other Registration Statement (other than on Form S-4 or
        Form S-8 promulgated under the U.S. Securities Act or any
        successor forms thereto) pursuant to which Registrable
        Securities are to be or were sold has been filed and not
        withdrawn or has been declared effective within the prior
        30 days and (B) promptly give written notice to the
        Requesting Holders of a delay in filing a Registration
        Statement to effect a Demand Registration pursuant to
        clause (A) of this Section 2(a)(iii);</p>
        <p>the Company shall not be obligated to file any
        Registration Statement if the Company has determined in
        good faith that such filing of a Registration Statement
        would require the disclosure of material information that
        the Company has a reasonable justification for keeping
        confidential, such filing to be delayed until the date
        which is not more than 60 days after such request for
        Registration pursuant to this Section 2(a), <u>provided</u>,
        that the Company may only so delay the filing or
        effectiveness of a Registration Statement pursuant to
        this Section 2(a)(iv) on one occasion during any
        twelve-month period; </p>
        <p>the Company shall not be required to file any
        Registration Statement if the written request therefor is
        not received by the Company prior to the tenth
        anniversary of the Closing Date; and</p>
        <p>the Company may, on its own behalf and on the behalf
        of its security holders, include Other Shares in such
        Demand Registration. If such Demand Registration is an
        underwritten offering and the managing underwriter
        advises the Company that the inclusion of all Demand
        Securities and all Other Shares, if any, proposed to be
        included in such Demand Registration would interfere with
        the successful marketing (including pricing) of all such
        securities, then the Company shall include in such Demand
        Registration, to the extent of the number which the
        Company is so advised can be sold in such offering:</p>
        <p>first, Demand Securities; and</p>
        <p>second, all Other Shares the Company proposes to sell
        or other holders propose to sell pursuant to their
        contractual or incidental piggyback rights, subject to
        the priority structure set forth in the applicable
        agreements establishing such rights.</p>
    </blockquote>
</blockquote>

<p>The Requesting Holders may, in the notice delivered pursuant
to paragraph 2(a) above, elect that such Demand Registration be
an underwritten offering. Upon such election by the Requesting
Holders (or, in the event the Requesting Holders do not so elect,
if the Company elects an underwritten offering), the Company
shall have the right to select the managing underwriter(s)
subject to the consent of the Requesting Holders (which consent
shall not be unreasonably withheld) and, in such case, the
Company shall not be required to include the Registrable
Securities of a Selling Holder in the underwritten offering
unless such Selling Holder (and, if requested by the Company, the
applicable beneficial holder if different than the Selling
Holder) accepts the terms of the underwriting as agreed upon
between the Company and the underwriters selected by the Company.</p>

<p>A request for a Demand Registration may be withdrawn by
written notice to the Company by the holders of a majority of the
Registrable Securities to be included in such Registration with
the following consequences: </p>

<blockquote>
    <blockquote>
        <p>if such request for a Demand Registration is withdrawn
        prior to the filing date of the Registration Statement,
        such withdrawn Registration shall count as a Demand
        Registration for purposes of Section 2(a) unless the
        participating holders have promptly reimbursed the
        Company for any and all reasonable and documented
        out-of-pocket fees and expenses incurred by the Company
        in connection with the preparation of such Registration
        Statement for filing; or</p>
        <p>if such request for a Demand Registration is withdrawn
        after the Filing Date of the Registration Statement but
        prior to its Effective Date, subject to Section 2(d),
        such withdrawn Demand Registration shall count as a
        Demand Registration for purposes of Section 2(a).</p>
    </blockquote>
</blockquote>

<p>Except as provided in Section 2(c), any Demand Registration
pursuant to Section 2(a) shall not count as a Demand Registration
for purposes of Section 2(a) unless it has become effective,
provided that:</p>

<blockquote>
    <blockquote>
        <p>a Registration Statement which does not become
        effective after it has been filed by the Company solely
        by reason of the refusal to proceed by a Selling Holder
        shall be deemed to have been effected by the Company at
        the request of such Selling Holders; or</p>
        <p>if after such Registration Statement has become
        effective it is interfered with by any stop order,
        injunction or other order or requirement of any of the
        Commissions for any reason other than a misrepresentation
        or an omission by a Selling Holder and, as a result
        thereof, the Demand Securities cannot be completely
        distributed in accordance with the plan of distribution
        set forth in the related Registration Statement, such
        Registration Statement shall not be deemed to have been
        effected and shall not count as a Demand Registration for
        purposes of Section 2(a). </p>
    </blockquote>
</blockquote>

<p>Any Registration requested pursuant to Section 3 shall be
deemed not to have been requested pursuant to Section 2(a).</p>

<blockquote>
    <blockquote>
        <blockquote>
            <blockquote>
                <p>Section 2A. <u>Special Demand Registration</u>.</p>
            </blockquote>
        </blockquote>
    </blockquote>
</blockquote>

<p>Subject to Section 4 and subparagraphs (i), (ii), (iii), (iv),
(v) and (vi) of this Section 2A(a) and at any time beginning at
the date that Special Demand Securities are issued to the
Investor, holders of record of at least a majority of the Special
Demand Securities (the &quot;Special Requesting Holders&quot;)
shall have the right to request that the Company effect a
Registration under the Securities Acts with respect to all or a
portion of the Special Demand Securities held by such Special
Requesting Holders by delivering a written notice executed by
each Special Requesting Holder to the principal business office
of the Company in accordance with this Section 2A (a &quot;<u>Special
Demand Registration</u>&quot;). The request shall identify each
such Special Requesting Holder, specify the number of Special
Demand Securities each Special Requesting Holder proposes to be
included in such Special Demand Registration, the intended method
of distribution and the jurisdictions where Registration is to be
effected, provided that the Company shall not be required to
effect a Registration in any jurisdiction where it has not
previously made a Registration of Class A Shares. The Company
shall (x) promptly give notice of such request for a Special
Demand Registration to each holder of record of Special Demand
Securities that is not a Special Requesting Holder and (y) use
its commercially reasonable efforts to effect a Special Demand
Registration on an appropriate form under the appropriate
Securities Acts for the Special Demand Securities which the
Company has been so requested to Register by the Special
Requesting Holders, and by each other holder of record of Special
Demand Securities that shall have made a written request to the
Company for inclusion in the Special Demand Registration within
30 Business Days after the giving of such written notice by the
Company, which request shall specify the number and intended
method of disposition (including the relevant jurisdictions of
sale) of Special Demand Securities; provided, however, that the
Company shall not be obligated to effect any Special Demand
Registration except in accordance with the following provisions:</p>

<blockquote>
    <blockquote>
        <p>the Company shall not be obligated to file more than
        one Registration Statement in total pursuant to this
        Section 2A, subject to paragraph (d) below;</p>
        <p>the Company shall not be obligated to file any
        Registration Statement pursuant to this Section 2A unless
        the request from the applicable holder(s) for such
        Registration covers at least 50% of the Special Demand
        Securities;</p>
        <p>the Company shall (A) not be obligated to file any
        Registration Statement during any period in which any
        other Registration Statement (other than on Form S-4 or
        Form S-8 promulgated under the U.S. Securities Act or any
        successor forms thereto) pursuant to which Special Demand
        Securities are to be or were sold has been filed and not
        withdrawn or has been declared effective within the prior
        30 days and (B) promptly give written notice to the
        Special Requesting Holders of a delay in filing a
        Registration Statement to effect a Special Demand
        Registration pursuant to clause (A) of this Section
        2A(a)(iii);</p>
        <p>the Company shall not be obligated to file any
        Registration Statement if the Company has determined in
        good faith that such filing of a Registration Statement
        would require the disclosure of material information that
        the Company has a reasonable justification for keeping
        confidential, such filing to be delayed until the date
        which is not more than 60 days after such request for
        Registration pursuant to this Section 2A(a), provided,
        that the Company may only so delay the filing or
        effectiveness of a Registration Statement pursuant to
        this Section 2A(a)(iv) on one occasion;</p>
        <p>the Company shall not be required to file any
        Registration Statement if the written request therefor is
        not received by the Company prior to 60 days after the
        final issuance of the Special Demand Securities; and</p>
        <p>the Company may, on its own behalf and on the behalf
        of its security holders, include Other Shares in such
        Special Demand Registration. If such Special Demand
        Registration is an underwritten offering and the managing
        underwriter advises the Company that the inclusion of all
        Special Demand Securities and all Other Shares, if any,
        proposed to be included in such Special Demand
        Registration would interfere with the successful
        marketing (including pricing) of all such securities,
        then the Company shall include in such Special Demand
        Registration, to the extent of the number which the
        Company is so advised can be sold in such offering:</p>
        <p>first, Special Demand Securities; and</p>
        <p>second, all Other Shares the Company proposes to sell
        or other holders propose to sell pursuant to their
        contractual or incidental piggyback rights, subject to
        the priority structure set forth in the applicable
        agreements establishing such rights.</p>
    </blockquote>
</blockquote>

<p>The Special Requesting Holders may, in the notice delivered
pursuant to paragraph 2A(a) above, elect that such Special Demand
Registration be an underwritten offering. Upon such election by
the Special Requesting Holders (or, in the event the Special
Requesting Holders do not so elect, if the Company elects an
underwritten offering), the Company shall have the right to
select the managing underwriter(s) subject to the consent of the
Special Requesting Holders (which consent shall not be
unreasonably withheld) and, in such case, the Company shall not
be required to include the Special Demand Securities of a Selling
Holder in the underwritten offering unless such Selling Holder
(and, if requested by the Company, the applicable beneficial
holder if different than the Selling Holder) accepts the terms of
the underwriting as agreed upon between the Company and the
underwriters selected by the Company.</p>

<p>A request for a Special Demand Registration may be withdrawn
by written notice to the Company by the holders of a majority of
the Special Demand Securities to be included in such Registration
with the following consequences:</p>

<blockquote>
    <blockquote>
        <p>if such request for a Special Demand Registration is
        withdrawn prior to the filing date of the Registration
        Statement, such withdrawn Registration shall count as a
        Special Demand Registration for purposes of Section 2A
        unless the participating holders have promptly reimbursed
        the Company for any and all reasonable and documented
        out-of-pocket fees and expenses incurred by the Company
        in connection with the preparation of such Registration
        Statement for filing; or</p>
        <p>if such request for a Special Demand Registration is
        withdrawn after the Filing Date of the Registration
        Statement but prior to its Effective Date, subject to
        Section 2A(d), such withdrawn Special Demand Registration
        shall count as a Special Demand Registration for purposes
        of Section 2(a).</p>
    </blockquote>
</blockquote>

<p>Except as provided in Section 2A(c), any Special Demand
Registration pursuant to Section 2A(a) shall not count as a
Special Demand Registration for purposes of Section 2A(a) unless
it has become effective, provided that:</p>

<blockquote>
    <blockquote>
        <p>a Registration Statement which does not become
        effective after it has been filed by the Company solely
        by reason of the refusal to proceed by a Selling Holder
        shall be deemed to have been effected by the Company at
        the request of such Selling Holders; or</p>
        <p>if after such Registration Statement has become
        effective it is interfered with by any stop order,
        injunction or other order or requirement of any of the
        Commissions for any reason other than a misrepresentation
        or an omission by a Selling Holder and, as a result
        thereof, the Demand Securities cannot be completely
        distributed in accordance with the plan of distribution
        set forth in the related Registration Statement, such
        Registration Statement shall not be deemed to have been
        effected and shall not count as a Special Demand
        Registration for purposes of Section 2A(a).</p>
    </blockquote>
</blockquote>

<p>Any Registration requested pursuant to Section 3 shall not be
deemed to have been requested pursuant to Section 2A(a), and any
Registration requested pursuant to Section 2A(a) shall not be
deemed to have been requested pursuant to Section 2(a).</p>

<p><a name="_Toc27167777"><u>Piggyback Registration</u></a></p>

<p>.</p>

<p>If at any time beginning at the earliest of (i) the death of
Significant Shareholder I Individual, (ii) the date on which the
Investor receives a Significant Shareholder Ownership Change
Notice or (iii) the third anniversary of the Closing Date, the
Company proposes for any reason to Register Other Shares under
any of the Securities Acts (other than on Form S-4 or Form S-8
promulgated under the U.S. Securities Act or any successor forms
thereto), it shall promptly give written notice to the record
holders of Registrable Securities of its intention to do so and,
upon the written request, given within 10 Business Days after
delivery of any such notice by the Company, of any holders of
Registrable Securities to include in such Registration
Registrable Securities held by such holders (which request shall
specify the number of Registrable Securities proposed to be
included in such Registration) (a &quot;<u>Piggyback Registration</u>&quot;),
the Company shall use its commercially reasonable efforts to
cause all such Registrable Securities to be included in such
Piggyback Registration on the same terms and conditions as the
Other Shares (or similar type as the Registrable Securities)
otherwise being sold in such Piggyback Registration; <u>provided</u>,
<u>however</u>, that if the Company is advised by the managing
underwriters in writing that the inclusion of all Registrable
Securities and Other Shares proposed to be included in such
Piggyback Registration would interfere with the successful
marketing (including pricing) of the Other Shares proposed to be
Registered by the Company, then the Company shall include in such
Piggyback Registration, to the extent of the number which the
Company is so advised can be sold in such offering:</p>

<blockquote>
    <blockquote>
        <p>first, the Other Shares to be sold or issued and sold
        by the Company;</p>
        <p>second, Registrable Securities, <i>pro rata</i> among
        the respective holders of Registrable Securities sought
        to be included in the Registration on the basis of the
        number of such shares requested to be included in the
        offering by each Selling Holder; and</p>
        <p>third, Other Shares (not included in clause (i) above)
        having contractual or incidental piggyback rights,
        subject to the priority structure among such shares set
        forth in the applicable agreements establishing such
        rights.</p>
    </blockquote>
</blockquote>

<p>In connection with any offering under this Section 3 involving
an underwriting, the Company shall not be required to include the
Registrable Securities of a Selling Holder in any Registration
Statement for any such Piggyback Registration unless such Selling
Holder accepts the terms of the underwriting as agreed upon
between the Company and the underwriters selected by the Company.</p>

<p>The Company shall have the absolute right to withdraw or
abandon or cease to prepare or determine not to file any
Registration Statement for any Piggyback Registration at any time
prior to the effective date thereof without any obligation or
liability.</p>

<p><a name="_Toc27167778"><u>&quot;Market Stand-Off&quot;
Agreement</u></a></p>

<p>. If requested by the Company and an underwriter of any
capital stock or other securities of the Company, a Holder shall
not sell or otherwise transfer or dispose of any Registrable
Securities or any other shares of capital stock of the Company
held by such Holder (other than those included in the
Registration) during the 180-day period following the pricing of
an underwritten offering of the Company, or for such shorter
period as is requested by the Company and such underwriter (the
&quot;<u>Lock-Up Period</u>&quot;); <u>provided</u> that each
officer, director and holder of 5% or more of the equity
securities of the Company also agrees to such restrictions and
remains bound. The obligations described in this Section 4 shall
not apply to a Registration relating solely to employee benefit
plans on Form S-8 or similar forms that may be promulgated in the
future. The Company may impose stop-transfer instructions with
respect to the Class A Shares (or other securities) subject to
the foregoing restriction until the end of such Lock-Up Period.</p>

<p><a name="_Toc27167779"><u>Expenses</u></a></p>

<p>. The Company shall bear the expense of any Registrations
effected pursuant to Sections 2, 2A and 3, including, all
Registration and filing fees (including all expenses incident to
filing with the NYSE, the TSX or any other securities exchange
where the Registrable Securities are listed or accepted for
trading), fees and expenses of complying with securities and blue
sky laws, printing expenses, fees and expenses of the Company's
counsel and accountants and the fees and expenses of the Selling
Holders' Counsel, if there be one, of up to $70,000 for all such
Registrations in the aggregate, but excluding any underwriters'
or brokers' discounts or commissions, transfer taxes and the fees
of any counsel, accountants or advisors to any Selling Holder<b>,
</b>other than up to $70,000 of fees and expenses of the Selling
Holders' Counsel in the aggregate for all such Registrations; <u>provided</u>
<u>that</u>, with respect to any Registration effected in Canada,
the Selling Holders shall bear their proportionate share of the
costs of issue to the extent required by the applicable
Commissions.</p>

<p><a name="_Toc27167780"><u>Procedure</u></a></p>

<p>. </p>

<p>If and whenever the Company is under an obligation pursuant to
the provisions of this Agreement to effect the Registration of
any Registrable Securities, the Company shall, in accordance with
the intended method of distribution thereof and the requirements
of the jurisdictions in which the Registration is to be effected,
use its commercially reasonable efforts to:</p>

<blockquote>
    <blockquote>
        <p>with respect to a Registration under Sections 2 and 3,
        cause a Registration Statement that proposes to Register
        such Registrable Securities to become and remain
        effective for a period of 90 days or until all of such
        Registrable Securities have been disposed of in
        accordance with the intended method of distribution (if
        earlier);</p>
        <p>furnish, as appropriate, a Registration Statement that
        proposes to Register such Registrable Securities, a
        prospectus relating thereto and any amendments or
        supplements relating to such Registration Statement or
        prospectus, to each Selling Holder and to the Selling
        Holders' Counsel, if there be one, copies of all such
        documents proposed to be filed;</p>
        <p>prepare and file with the applicable Commissions such
        amendments and supplements to such Registration Statement
        and the prospectus related thereto, if any, as may be
        necessary to keep such Registration Statement effective
        for at least the period set forth in Section 6(a)(i) and
        to comply with the provisions of the Securities Acts with
        respect to the sale or other disposition of such
        Registrable Securities;</p>
        <p>notify any counsel to any Selling Holder and the
        Selling Holders' Counsel, if there be one, promptly (w)
        of the receipt by Company of any notification with
        respect to any comments by any Commission with respect to
        such Registration Statement or prospectus or any
        amendment or supplement thereto or any request by any
        Commission for the amending or supplementing thereof or
        for additional information with respect thereto, (x) of
        the receipt by the Company of any notification with
        respect to the issuance by any Commission of any stop
        order suspending the effectiveness of such Registration
        Statement or prospectus or any amendment or supplement
        thereto or the initiation or threatening of any
        proceeding for that purpose, which the Company shall use
        its best efforts to prevent any such stop order or delay,
        (y) of the effective date of any such Registration
        Statement or post-effective amendment and (z) of the
        receipt by the Company of any notification with respect
        to the suspension of the qualification of such
        Registrable Securities for sale in any jurisdiction or
        the initiation or threatening of any proceeding for such
        purposes;</p>
        <p>register or qualify such Registrable Securities under
        such other securities or blue sky laws of such
        jurisdictions in the United States as any Selling Holder
        reasonably requests and do any and all other acts and
        things which may be reasonably necessary or advisable to
        enable such Selling Holder to consummate the disposition
        in such jurisdictions of the Registrable Securities owned
        by such Selling Holder; <u>provided</u>, <u>however</u>,
        that the Company shall not for any such purpose be
        required to qualify generally to do business as a foreign
        corporation in any jurisdiction, subject itself to
        taxation or take any action that would subject it to
        consent to general or unlimited service of process in any
        jurisdiction not then so subject; </p>
        <p>furnish to each Selling Holder such number of copies
        of a summary prospectus or other prospectus, including a
        preliminary prospectus, in conformity with the
        requirements of the Securities Acts, in order to
        facilitate the public sale or other disposition of such
        Registrable Securities; </p>
        <p>notify on a timely basis each Selling Holder at any
        time when a prospectus relating to such Registrable
        Securities is required to be delivered under the
        Securities Acts within the period set forth in Section
        6(a)(i), of the happening of any event as a result of
        which the prospectus included in such Registration
        Statement, as then in effect, includes an untrue
        statement of a material fact or omits to state a material
        fact required to be stated therein or necessary to make
        the statements therein not misleading in light of the
        circumstances then existing and, at the request of such
        Selling Holder, prepare and furnish to such Selling
        Holder a reasonable number of copies of a supplement to
        or an amendment of such prospectus as may be necessary so
        that, as thereafter delivered to the offerees of such
        shares, such prospectus shall not include an untrue
        statement of a material fact or omit to state a material
        fact required to be stated therein or necessary to make
        the statements therein not misleading in light of the
        circumstances then existing;</p>
        <p>make available for inspection by any counsel to any
        Selling Holder and the Selling Holders' Counsel, if there
        be one, or any underwriter participating in any
        disposition pursuant to such Registration Statement and
        any attorney, accountant or other agent retained by any
        such underwriter (collectively, the &quot;<u>Inspectors</u>&quot;),
        all relevant financial records, corporate documents and
        properties of the Company (collectively, the &quot;<u>Records</u>&quot;),
        as shall be reasonably necessary to enable them to
        exercise their due diligence responsibility, and cause
        the Company's officers, directors and employees to supply
        all information reasonably requested by any such
        Inspector in connection with such Registration Statement
        (together with the Records, the &quot;<u>Information</u>&quot;).
        Any of the Information which the Company determines to be
        confidential, and of which determination the Inspectors
        are so notified, shall not be disclosed by the Inspectors
        to a third party unless (x) the release of such
        Information is ordered pursuant to a subpoena or other
        order from a court of competent jurisdiction or (y) such
        Information has been made generally available to the
        public. The Selling Holder agrees that it will, upon
        learning that disclosure of such Information is sought in
        a court of competent jurisdiction, give notice to the
        Company and allow the Company, at the Company's expense,
        to undertake appropriate action to prevent disclosure of
        the Information deemed confidential;</p>
        <p>if the offering is to be underwritten, enter into any
        necessary agreement in connection therewith (including an
        underwriting agreement containing customary
        representations, warranties, agreements and
        indemnifications); </p>
        <p>in the case of an underwritten offering, obtain from
        its auditors &quot;comfort&quot; letters in customary
        form and at customary times and covering matters of the
        type customarily covered by comfort letters;</p>
        <p>in the case of an underwritten offering in the United
        States, obtain a certificate of counsel for the Company
        to the effect that the Registration Statement including
        Registrable Securities was declared effective under the
        U.S. Securities Act at a specific time and on a specific
        date and that such counsel has been orally advised by the
        SEC that no stop order suspending the effectiveness of
        such Registration has been issued and, to the knowledge
        of such counsel, no proceedings for that purpose have
        been instituted or are pending or threatened by the SEC; </p>
        <p>provide a transfer agent and registrar (which may be
        the same entity and which may not be the Company) for
        such Registrable Securities; </p>
        <p>issue to any underwriter to which any Selling Holder
        may sell shares in such offering certificates evidencing
        such Registrable Securities without restrictive legends; </p>
        <p>list such Registrable Securities on the NYSE, the TSX,
        or any securities exchange on which any Class A Shares
        are listed if such Registrable Securities are not already
        so listed and if such listing is then permitted under the
        rules of such exchange, or qualify such Registrable
        Securities for inclusion in the National Association of
        Securities Dealers Automated Quotation System; and</p>
        <p>provide a CUSIP number.</p>
    </blockquote>
</blockquote>

<p>Each Selling Holder shall, upon receipt of any notice from the
Company of the happening of any event of the kind described in
Section 6(a)(vii), forthwith discontinue disposition of the
Registrable Securities pursuant to the Registration Statement
covering such Registrable Securities until such Selling Holder's
receipt of the copies of the supplemented or amended prospectus
contemplated by Section 6(a)(vii), and, if so directed by the
Company, such Selling Holder shall deliver to the Company (at the
Company's expense) all copies, other than permanent file copies,
then in such Selling Holder's possession, of the prospectus
covering such Registrable Securities at the time of receipt of
such notice.</p>

<p><a name="_Toc27167781"><u>Indemnification</u></a></p>

<p>. </p>

<p>To the extent permitted by law, in connection with any
Registration of any Registrable Securities under the Securities
Acts pursuant to this Agreement, the Company shall indemnify and
hold harmless each Selling Holder, its officers and directors,
each underwriter and each other Person, if any, who controls, is
controlled by or under common control with any of the foregoing
within the meaning of the Securities Acts against any losses,
claims, damages or liabilities, joint or several (or actions in
respect thereof), to which any such indemnified party under this
Section 7(a) may become subject under the Securities Acts or
otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) (&quot;<u>Losses</u>&quot;) arise
out of or are based upon (i) an untrue statement or alleged
untrue statement of a material fact contained in the Registration
Statement under which such Registrable Securities were Registered
under the Securities Acts, any preliminary prospectus or final
prospectus contained therein or otherwise filed with the
Commissions, any amendment or supplement thereto or any document
incident to Registration or qualification of any Registrable
Securities or (ii) the omission or alleged omission to state
therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and
shall reimburse such indemnified party for any legal or other
expenses reasonably incurred by any of them in connection with
investigating or defending any Losses; <u>provided</u>, <u>however</u>,
that the Company shall not be liable in any such case to the
extent that any Losses arise out of or are based upon (i) a
breach of Section 6(b) by a Selling Holder or (ii) an untrue
statement or alleged untrue statement or omission or alleged
omission made in such Registration Statement, preliminary
prospectus, final prospectus, amendment, supplement or document
incidental to Registration or qualification of any Registrable
Securities in reliance upon and in conformity with written
information furnished to the Company by such Selling Holder or
underwriter specifically for use in connection with the
preparation of such Registration Statement, preliminary
prospectus, final prospectus, amendment, supplement or document; <u>provided</u>,
<u>further</u>, that with respect to any preliminary prospectus,
the foregoing indemnity shall not inure to the benefit of (i) any
underwriter or, in the case of a Registration Statement filed
with respect to an offering which is not an underwritten
offering, any Selling Holder, from whom the Person asserting any
Losses purchased Registrable Securities or (ii) any Person
controlling such underwriter or Selling Holder, if (A) a copy of
the prospectus (as then amended or supplemented if the Company
shall have furnished any amendments or supplements thereto) was
required by law to have been delivered by such underwriter or
Selling Holder (as applicable), (B) the prospectus had not been
sent or given by or on behalf of such underwriter or Selling
Holder (as applicable) to such Person with or prior to a written
confirmation of the sale of the Registrable Securities to such
Person, (C) the prospectus (as so amended and supplemented) would
have cured the defect giving rise to the Losses and (D) such
failure to deliver the prospectus (as so amended and
supplemented) was not the result of noncompliance by the Company
with Section 6(a)(vi). </p>

<p>To the extent permitted by law, in connection with any
Registration of Registrable Securities under the Securities Acts
pursuant to this Agreement, each Selling Holder shall indemnify
and hold harmless (in the same manner and to the same extent as
set forth in Section 7(a)) the Company, its officers and
directors, each underwriter, each other Selling Holder, and each
other Person, if any, who controls, is controlled by or under
common control with any of the foregoing within the meaning of
the Securities Acts with respect to (i) any breach by such
Selling Holder of Section 6(b) or (ii) any statement or omission
from such Registration Statement, any preliminary prospectus or
final prospectus contained therein or otherwise filed with the
Commissions, any amendment or supplement thereto or any document
incident to Registration of any Registrable Securities, if such
statement or omission was made in reliance upon and in conformity
with written information furnished to the Company or such
underwriter by such Selling Holder specifically for use in
connection with the preparation of such Registration Statement,
preliminary prospectus, final prospectus, amendment, supplement
or document; <u>provided</u>, <u>however</u>, that the obligation
to indemnify will be several, not joint and several, among such
Selling Holders. Notwithstanding the foregoing, in no event shall
the amount contributed by a Selling Holder exceed the aggregate
net offering proceeds received by such Selling Holder from the
sale of its Registrable Securities.</p>

<p>Promptly after receipt by an indemnified party under this
Section 7 of notice of the commencement of any action involving a
claim referred to in the preceding paragraphs of this Section 7,
such indemnified party will, if a claim in respect thereof is
made against an indemnifying party, give written notice to the
latter of the commencement of such action (it being understood
that no delay in delivering or failure to deliver such notice
shall relieve the indemnifying party from any liability or
obligation hereunder unless (and then solely to the extent that)
the indemnifying party is materially and adversely prejudiced by
such delay and/or failure). In case any such action is brought
against an indemnified party under this Section 7, the
indemnifying party will be entitled to participate in and to
assume the defense thereof, jointly with any other indemnifying
party similarly notified to the extent that it may wish, with
counsel reasonably satisfactory to such indemnified party, and
after notice from the indemnifying party to such indemnified
party of its election so to assume the defense thereof, the
indemnifying party shall not be responsible for any legal or
other expenses subsequently incurred by the latter in connection
with the defense thereof; <u>provided</u>, <u>however</u>, that
if any indemnified party under this Section 7 shall have
reasonably concluded that there may be one or more legal or
equitable defenses available to such indemnified party which are
additional to or conflict with those available to the
indemnifying party, or that such claim or litigation involves or
could have an effect upon matters beyond the scope of the
indemnity agreement provided in this Section 7, the indemnifying
party shall not have the right to assume the defense of such
action on behalf of such indemnified party and such indemnifying
party shall reimburse such indemnified party and any Person
controlling such indemnified party for that portion of the fees
and expenses of any counsel retained by the indemnified party
which is reasonably related to the matters covered by the
indemnity agreement provided in this Section 7.</p>

<p>The indemnification provided for under this Agreement will
remain in full force and effect regardless of any investigation
made by or on behalf of an indemnified party under this Section 7
or any officer, director or controlling Person of such
indemnified party and will survive the transfer of securities.</p>

<p>If the indemnification provided for in this Section 7 is
finally held by a court of competent jurisdiction to be
unavailable to an indemnified party under this Section 7 with
respect to any Losses then the indemnifying party, in lieu of
indemnifying such indemnified party hereunder, shall contribute
to the amounts paid or payable by such indemnified party as a
result of such Losses in such proportion as is appropriate to
reflect the relative fault of the indemnifying party on the one
hand and of the indemnified party on the other in connection with
the statements or omissions which resulted in such Losses as well
as any other relevant equitable considerations. The relative
fault of the indemnifying party and of the indemnified party
shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to
information supplied by the indemnifying party or by the
indemnified party and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such
statement or omission. The Company and the Selling Holders agree
that it would not be just and equitable if contributions pursuant
to this Section 7(e) were determined by <i>pro rata </i>allocation
or by any other method of allocation which did not take into
account the equitable considerations referred to herein. The
amount paid or payable to an indemnified party under this Section
7 as a result of the Losses referred to above shall be deemed to
include any legal or other expenses reasonably incurred in
connection with investigating or defending the same.
Notwithstanding the foregoing, in no event shall the amount
contributed by a Selling Holder exceed the aggregate net offering
proceeds received by such Selling Holder from the sale of its
Registrable Securities.</p>

<p><a name="_Toc27167782"><u>Underwriting Agreement</u></a></p>

<p>. Notwithstanding the provisions of Sections 6 and 7, to the
extent that the Company and the Selling Holders shall enter into
an underwriting or similar agreement, which agreement contains
provisions covering one or more issues addressed in such
sections, the provisions contained in such sections addressing
such issue or issues shall be superseded with respect to such
Registration by such other agreement.</p>

<p><a name="_Toc27167783"><u>Information by Holders</u></a></p>

<p>. The Selling Holders shall furnish promptly to the Company
such written information regarding such Selling Holder and the
distribution proposed by such Selling Holder as the Company may
reasonably request in writing and as shall be reasonably required
in connection with any Registration, qualification or compliance
referred to in this Agreement.</p>

<p><a name="_Toc27167784"><u>Exchange Act Compliance</u></a></p>

<p>. The Company shall comply with all of the reporting
requirements of the Exchange Act and with all other public
information reporting requirements of the SEC which are
conditions to the availability of Rule 144 for the sale of the
Registrable Securities. The Company shall cooperate with the
Investor in supplying such information as may be necessary for
the Investor to complete and file any information reporting forms
presently or hereafter required by the SEC as a condition to the
availability of Rule 144.</p>

<p><a name="_Toc27167785"><u>No Conflict of Rights</u></a></p>

<p>. The Company represents and warrants to the Investor that the
Registration Rights granted to the Investor hereby do not
conflict with any other Registration Rights granted by the
Company and all such other rights are subordinate to the
Registration Rights granted hereunder. The Company may grant,
after the date hereof, Registration Rights to holders of capital
stock of the Company to the extent that such Registration Rights
do not conflict with the Registration Rights granted hereby.</p>

<p><a name="_Toc27167786"><u>Termination</u></a></p>

<p>. The Registration Rights granted pursuant to (i) Sections 2
and 3 will terminate and be of no further force or effect on the
tenth anniversary of the Closing Date (or, in the event that any
Debenture remains outstanding on the tenth anniversary of the
Closing Date, such time when all of the Debentures have matured
and been paid in full in accordance with their terms), or (ii) in
the case of the Special Demand Registration Rights, 60 days
following the issuance of the Special Demand Securities, except
for any Demand Registration, Special Demand Registration or Piggy
Back Registration which has already been requested prior to such
date.</p>

<p><a name="_Toc27167787"><u>Transfer of Registration Rights</u></a></p>

<p>. The rights hereunder may be transferred or assigned in
connection with any transfer of Registrable Securities by the
Investor or any Permitted Transferee; <u>provided</u>, that such
transfer has been made in compliance with the terms (including
the transfer restrictions) of the Stakeholders Agreement.
Notwithstanding the foregoing, such rights may only be
transferred or assigned provided that all of the following
additional conditions are satisfied: (a) such transfer or
assignment is effected in accordance with applicable securities
laws; (b) such transferee or assignee agrees in writing to become
subject to the terms of this Agreement; and (c) the Company is
given written notice of such transfer or assignment, stating the
name and address of the transferee or assignee and identifying
the Registrable Securities with respect to which such rights are
being transferred or assigned. </p>

<p><a name="_Toc27167788"><u>Miscellaneous</u></a></p>

<p><u>Entire Agreement</u>. This Agreement and the exhibits,
schedules and other documents referred to herein which form a
part hereof, contain the entire understanding of the parties
hereto with respect to their subject matter. This Agreement
supersedes all prior agreements and understandings, oral and
written, with respect to its subject matter.</p>

<p><u>Severability</u>. Should any provision of this Agreement
for any reason be declared invalid or unenforceable, such
decision shall not affect the validity or enforceability of any
of the other provisions of this Agreement, which other provisions
shall remain in full force and effect and the application of such
invalid or unenforceable provision to persons or circumstances
other than those as to which it is held invalid or unenforceable
shall be valid and be enforced to the fullest extent permitted by
law.</p>

<p><u>Notices</u>. All notices, requests, demands, waivers and
other communications required or permitted to be given under this
Agreement shall be in writing and shall be deemed to have been
duly given if delivered personally, by mail (certified or
registered mail, return receipt requested), by recognized
overnight courier or by facsimile transmission (receipt of which
is confirmed):</p>

<p>if to the Company, to: </p>

<blockquote>
    <p>Fahnestock Viner Holdings Inc.<br>
    20 Eglinton Avenue West<br>
    Suite 1110, Box 2015<br>
    Toronto Ontario M4R 1K8<br>
    CANADA<br>
    Fax: (416) 322-7007<br>
    Attention: E.K. Roberts</p>
    <p>with a copy to:<br>
    </p>
    <p>Borden Ladner Gervais LLP<br>
    Scotia Plaza, Suite 4400<br>
    40 King Street West<br>
    Toronto, Ontario M5H 3Y4<br>
    CANADA<br>
    Attention: A. Winn Oughtred, Esq.<br>
    Telephone: (416) 367-6247<br>
    Facsimile: (416) 361-7076<br>
    Email: woughtred@blgcanada.com</p>
</blockquote>

<p>if to the Investor, to:</p>

<blockquote>
    <p>Canadian Imperial Bank of Commerce<br>
    Commerce Court West<u><br>
    </u>Toronto, Ontario M5L 1A2<br>
    Canada<br>
    Fax: (917) 332-4320<br>
    Attention: Gerry McCaughey </p>
    <p>with a copy to:<br>
    <br>
    Canadian Imperial Bank of Commerce<br>
    245 Park Avenue <u><br>
    </u>42<sup>nd</sup> Floor <br>
    New York, NY 10167<br>
    Fax: (917) 332-4320<br>
    Attention: General Counsel</p>
    <p>with a copy to:<br>
    </p>
    <p>Mayer, Brown, Rowe &amp; Maw <br>
    1675 Broadway<br>
    New York, NY 10019-5820 <br>
    Attention: James B. Carlson, Esq.<br>
    Telephone: (212) 506-2515<br>
    Facsimile: (212) 849-5515<br>
    Email: jcarlson@mayerbrownrowe.com</p>
</blockquote>

<p>or to such other person or address as any party shall specify
by notice in writing to the other party. All such notices,
requests, demands, waivers and communications shall be deemed to
have been received on the date on which so hand-delivered, on the
third Business Day following the date on which so mailed, on the
Business Day following the date on which delivered to the
overnight courier service and on the date on which faxed and
confirmed, except for a notice of change of address, which shall
be effective only upon receipt thereof. </p>

<p><a name="_Toc25923066"><u>Successors and Assigns</u></a>. This
Agreement and all of the provisions hereof shall be binding upon
and inure to the benefit of the parties hereto and their
respective heirs, executors, successors and permitted assigns.
Except for a transfer of Registration Rights as contemplated in
Section 13, neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned, directly or
indirectly, by (i) the Investor without the consent of the
Company, or (ii) the Company without the consent of the Investor.</p>

<p><u>Third-Party Beneficiaries</u>. This Agreement shall be
binding upon and inure solely to the benefit of the parties and
their respective successors and permitted assigns. Except as
contemplated by Section 7 with respect to Persons entitled to
indemnification under Section 7, nothing in this Agreement,
express or implied, is intended to or shall confer upon any other
Person or Persons any rights, benefits or remedies of any nature
whatsoever under or by reason of this Agreement.</p>

<p><a name="_Toc25926041"><u>Recapitalization, Etc</u>.</a> In
the event that any capital stock or other securities are issued
in respect of, in exchange for, or in substitution of, any Class
A Shares by reason of any reorganization, recapitalization,
reclassification, merger, consolidation, spin-off, partial or
complete liquidation, stock dividend, split-up, sale of assets,
distribution to stockholders or combination of the Class A Shares
or any other change in capital structure of the Company,
appropriate adjustments shall be made with respect to the
relevant provisions of this Agreement so as to fairly and
equitably preserve, the original rights and obligations of the
parties hereto under this Agreement.</p>

<p><u>Amendments and Waivers.</u> This Agreement may not be
modified or amended except by an instrument or instruments in
writing signed by an authorized officer of each party. Except as
otherwise provided in this Agreement, any failure of any of the
parties to comply with any obligation, covenant, agreement or
condition herein may be waived by the party entitled to the
benefits thereof only by a written instrument signed by an
authorized officer of the party granting such waiver, but such
waiver or failure to insist upon strict compliance with such
obligation, covenant, agreement or condition shall not operate as
a waiver of, or estoppel with respect to, any subsequent or other
failure.</p>

<p><a name="_Toc25923070"><u>Fees and Expenses</u></a>. Except as
otherwise contemplated in this Agreement, whether or not this
Agreement and the transactions contemplated hereby are
consummated, all costs and expenses (including legal and
financial advisory fees and expenses) incurred in connection
with, or in anticipation of, or in enforcement of, this Agreement
and the transactions contemplated hereby shall be paid by the
party incurring such expenses.</p>

<p><u>Headings</u>. The article and section headings contained in
this Agreement are solely for the purpose of reference, are not
part of the agreement of the parties and shall not in any way
affect the meaning or interpretation of this Agreement.</p>

<p><u>Counterparts</u>. This Agreement may be executed in two or
more counterparts, each of which shall be deemed to be an
original, but all of which together shall constitute one and the
same agreement.</p>

<p><u>Governing Law</u>. THIS AGREEMENT, INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE, SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE PROVINCE OF ONTARIO
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OR CHOICE OF LAWS OR
ANY OTHER LAW THAT WOULD MAKE THE LAWS OF ANY OTHER JURISDICTION
OTHER THAN THE PROVINCE OF ONTARIO APPLICABLE HERETO.</p>

<p><u>Waiver of Jury Trial</u>. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR
THE TRANSACTIONS CONTEMPLATED HEREBY.</p>

<p><a name="_Toc25779123"><u>Consent to Jurisdiction</u></a>.
Each of the parties hereto expressly and irrevocably (a) consents
to submit itself to the exclusive jurisdiction of the Ontario
Superior Court of Justice in Toronto in the event any dispute
arises out of or relates to this Agreement or any of the
transactions contemplated by this Agreement, (b) agrees that it
will not attempt to deny or defeat such personal jurisdiction by
motion or other request or leave from such court, including,
without limitation, a motion to dismiss on the grounds of forum
non conveniens, (c) agrees that it will not bring any action
arising out of or relating to this Agreement or any of the
transactions contemplated by this Agreement in any court other
than such court, and (d) waives any right to a trial by jury with
respect to any claim, counterclaim or action arising out of or in
connection with this Agreement or the transactions contemplated
hereby.</p>

<p><a name="_Toc25923076"><u>Specific Performance</u></a>. The
parties hereto agree that if any of the provisions of this
Agreement were not performed in accordance with their specific
terms or were otherwise breached, irreparable damage would occur,
no adequate remedy at law would exist and damages would be
difficult to determine, and that the parties shall be entitled to
specific performance of the terms hereof and immediate injunctive
relief, without the necessity of proving the inadequacy of money
damages as a remedy, in addition to any other remedy at law or
equity.</p>

<p><a name="_Toc25923077"><u>Subsidiaries</u></a>. The parties
agree that obligations pursuant to this Agreement with respect to
their respective Subsidiaries and Affiliates are limited to their
rights and powers with respect to such Persons.</p>

<p><a name="_Toc25923078"><u>Counterparts</u></a>. This Agreement
may be executed simultaneously in counterparts, each of which
shall be deemed an original, but all of which together shall
constitute one and the same instrument.</p>

<p><u>Construction</u>. </p>

<blockquote>
    <blockquote>
        <blockquote>
            <p>(i) (A) For the purposes hereof, (x) words in the
            singular shall be held to include the plural and vice
            versa and words of one gender shall be held to
            include the other genders as the context requires,
            (B) the words &quot;hereof,&quot; &quot;herein,&quot;
            and &quot;herewith&quot; and words of similar import
            shall, unless otherwise stated, be construed to refer
            to this Agreement as a whole and not to any
            particular provision of this Agreement, and article,
            section, paragraph, exhibit and schedule references
            are to the articles, sections, paragraphs, and
            exhibits and schedules of this Agreement unless
            otherwise specified, (C) the words
            &quot;including&quot; and words of similar import
            when used in this Agreement shall mean
            &quot;including, without limitation,&quot; unless
            otherwise specified, (D) the word &quot;or&quot;
            shall not be exclusive and (E) the Company and the
            Investor (and any other Person who becomes party
            hereto as permitted hereby) will be referred to
            herein individually as a &quot;party&quot; and
            collectively as &quot;parties.&quot;</p>
            <p>(ii) The parties have participated jointly in the
            negotiation and drafting of this Agreement. In the
            event an ambiguity or question of intent or
            interpretation arises, this Agreement shall be
            construed as if drafted jointly by the parties and no
            presumption or burden of proof shall arise favoring
            or disfavoring either party by virtue of the
            authorship of any provisions of this Agreement.</p>
            <p>(iii) Any reference to any federal, provincial,
            state, local statute or law shall be deemed also to
            refer to all rules and regulations promulgated
            thereunder, unless the context otherwise requires.</p>
        </blockquote>
    </blockquote>
</blockquote>

<p><u>No Right of Setoff</u>. No party may deduct from, set off,
holdback or otherwise reduce in any manner whatsoever against any
amounts such party may owe to another party any amounts owed by
such other party to the first party.</p>

<p><u>Currency</u>. All monetary amounts mentioned or referred to
herein are in United States dollars unless otherwise indicated.</p>

<p align="center"><i>[Signature Page Follows]</i></p>

<p>IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the date first above written. </p>

<blockquote>
    <p>FAHNESTOCK VINER HOLDINGS INC.<br>
    <br>
    <br>
    By: <u>/s/ A.G. Lowenthal</u>___________<br>
    Name: A.G. Lowenthal<br>
    Title: CEO &amp; Chairman of the Board</p>
    <p>CANADIAN IMPERIAL BANK OF COMMERCE<br>
    <br>
    <br>
    By:<u> /s/ Roy Sciani_______________</u> Name: Roy Sciani<br>
    Title: Senior Vice President</p>
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<TYPE>EX-2
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<DESCRIPTION>EXHIBIT 2.1.1 AMENDMENT TO ASSET PURCHASE AGREEMENT
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EXHIBIT 2.1.1
FAHNESTOCK VINER HOLDINGS INC.
FORM 8-K DATED JANUARY 17, 2003
AMENDMENT TO ASSET PURCHASE AGREEMENT

<p align="center">AMENDMENT NO. 1 TO THE ASSET PURCHASE AGREEMENT</p>

<p align="center">BY AND AMONG</p>

<p align="center">FAHNESTOCK VINER HOLDINGS INC.</p>

<p align="center">AND</p>

<p align="center">VINER FINANCE INC.</p>

<p align="center">AND</p>

<p align="center">CIBC WORLD MARKETS CORP.</p>

<p align="center">AND</p>

<p align="center">CANADIAN IMPERIAL BANK OF COMMERCE</p>

<p align="center">&nbsp;</p>

<p align="center">DATED AS OF JANUARY 2, 2003</p>

<p><b>AMENDMENT No. 1</b>, dated as of January 2, 2003 (this
&quot;<u>Amendment</u>&quot;), to the Asset Purchase Agreement,
dated as of December 9, 2002 (the &quot;<u>Agreement</u>&quot;),
in each case, by and among Fahnestock Viner Holdings Inc., an
Ontario corporation (&quot;<u>Parent</u>&quot;), Viner Finance
Inc., a Delaware corporation and an indirect wholly-owned
subsidiary of Parent (&quot;<u>Buyer</u>&quot;), Canadian
Imperial Bank of Commerce (the &quot;<u>Seller Parent</u>&quot;)
and CIBC World Markets Corp. (the &quot;<u>Company</u>&quot; and,
together with Seller Parent, the &quot;<u>Seller</u>&quot;).</p>

<p align="center"><u>WITNESSETH</u></p>

<p><b>WHEREAS</b>, the parties hereto are parties to the
Agreement; and</p>

<p><b>WHEREAS</b>, the parties are desirous of amending and
supplementing the Agreement as set forth herein.</p>

<p><b>NOW,</b> <b>THEREFORE</b>, for good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto do hereby agree as follows (all
capitalized terms used but not otherwise defined herein have the
meanings ascribed to them in the Agreement):</p>

<p align="center"><b>RECITALS</b></p>

<blockquote>
    <blockquote>
        <p>The words &quot;as may be amended from time to
        time,&quot; are inserted after the words &quot;dated as
        of December 9, 2002 (&quot; in the Recitals.</p>
    </blockquote>
</blockquote>

<p align="center"><b>ARTICLE I OF THE AGREEMENT</b></p>

<blockquote>
    <blockquote>
        <p>The following defined terms are added to Section 1.01
        of the Agreement:</p>
        <p>&quot;<u>Applicable Laws</u>&quot; means all Laws
        applicable to the Brokerage Business, including the
        insurance business conducted by the Insurance Agencies.</p>
        <p>&quot;<u>Broker Backend Payments</u>&quot; means
        amounts not yet paid but due to brokers hired pursuant to
        an agreement providing for additional Broker Notes to be
        issued to such brokers upon the attainment of specific
        production goals by such brokers all as set forth in
        Section 1.01(c) of the <u>Seller Disclosure Schedule</u>.</p>
        <p>&quot;<u>Broker Notes Letter</u>&quot; has the meaning
        set forth in Section 6.22.</p>
        <p>&quot;<u>Broker Notes</u>&quot; has the meaning set
        forth in Section 6.21.</p>
        <p>&quot;<u>Broker Restricted Accounts</u>&quot; means
        accounts as set forth on Section&nbsp;1.01(a) to <u>Seller
        Disclosure Schedule</u> of brokers who have been paid
        pursuant to a Broker Note but the proceeds of which are
        held in the personal account of the broker subject to the
        right to recapture or reclamation of such amounts by
        Company under certain circumstances.</p>
        <p>&quot;<u>Conversion Date</u>&quot; has the meaning set
        forth in Section 2.15(c).</p>
        <p>&quot;<u>Fahnestock Canada</u>&quot; has the meaning
        set forth in Section 6.18.</p>
        <p>&quot;<u>IDA</u>&quot; has the meaning set forth in
        Section 6.18.</p>
        <p>&quot;<u>IDA Restrictions</u>&quot; has the meaning
        set forth in Section 6.18.</p>
        <p>&quot;<u>Insurance Agencies </u>&quot; means OLA and
        OTA, collectively.</p>
        <p>&quot;<u>Insurance Agencies' Financial Statements</u>&quot;
        has the meaning set forth in Section&nbsp;4.03(d).</p>
        <p>&quot;<u>Insurance Agencies' Shares</u>&quot; means
        the OLA Shares and the OTA Shares.</p>
        <p>&quot;<u>Non-Converted Accounts</u>&quot; has the
        meaning set forth in Section 2.15(c).</p>
        <p>&quot;<u>OLA</u>&quot; means Oppenheimer Life Agency,
        Ltd., a New York insurance agency and a direct,
        wholly-owned subsidiary of the Company.</p>
        <p>&quot;<u>OLA Shares</u>&quot; means all of the issued
        and outstanding shares of common stock of OLA.</p>
        <p>&quot;<u>OTA</u>&quot; means Oppenheimer Texas Agency,
        Ltd., a Texas insurance agency.</p>
        <p>&quot;<u>OTA Shares</u>&quot; means all of the issued
        and outstanding shares of common stock of OTA.</p>
        <p>&quot;<u>Purchase Price Adjustment</u>&quot; has the
        meaning set forth in Section 2.02(e).</p>
        <p>&quot;<u>Retired Broker Contracts</u>&quot; has the
        meaning set forth in Section 2.07(a).</p>
        <p>&quot;<u>Saperstein Letter</u>&quot; means the letter
        agreement dated as of December 31, 2002 among the parties
        hereto relating to Richard Saperstein and the cash
        management professionals identified therein.</p>
        <p>&quot;<u>Tax Claim</u>&quot; has the meaning set forth
        in Section 3.05(d).</p>
        <p>&quot;<u>Wealth Plus Letter</u>&quot; means the letter
        dated January 2, 2003 between Parent and Seller Parent
        relating to the Wealth Plus Plan.</p>
        <p>&quot;<u>Wealth Plus Plan</u>&quot; means Seller's
        Amended and Restated WealthPlus Deferred Compensation
        Plan (as restated effective October 2002).</p>
        <p>The defined term &quot;<u>Books and Records</u>&quot;
        is amended to add (i)&nbsp;the following words
        &quot;including all employee books and records (both
        personal and business)&quot; after the words &quot;means
        all books and records&quot; and (ii)&nbsp;the following
        words at the end of its definition &quot;and of the
        Insurance Agencies&quot;.</p>
        <p>The defined term &quot;<u>Conversion Employee</u>&quot;
        is deleted in its entirety.</p>
        <p>The words &quot;Section 4.18(d)&quot; in the defined
        term &quot;<u>Customer Agreement</u>&quot; are deleted
        and the words &quot;Section 4.19(d)&quot; are inserted in
        place thereof.</p>
        <p>The definition of &quot;<u>Excess Wealth Plus Payments</u>&quot;
        is deleted in its entirety.</p>
        <p>Article (vi) in the definition of the term &quot;<u>Excluded
        Accounts</u>&quot; is deleted and replaced with the
        following:</p>
        <p>&quot;and (vi) has a customer &quot;claim&quot; or
        existing litigation at time of transfer; and
        (vii)&nbsp;belongs, as of the Brokerage Closing Date, to
        Richard Saperstein and the cash management professionals
        identified in the Saperstein Letter.</p>
        <p>The definition of &quot;<u>Governmental Entity</u>&quot;
        is deleted in its entirety and replaced with the
        following: &quot;means any national, federal, state,
        provincial, municipal, territorial agency, local or
        foreign judicial, legislative, executive, regulatory or
        administrative authority, commission, court, tribunal,
        any political or other subdivision, department or branch
        of any of the foregoing, and any SRO, tribunal or
        arbitrator.&quot;</p>
        <p>The definition of the term &quot;<u>Interim Debenture</u>&quot;
        is amended to delete the word &quot;Buyer&quot; and to
        add the word &quot;Issuer&quot; in place thereof.</p>
        <p>The definition of &quot;<u>Law</u>&quot; or &quot;<u>Laws</u>&quot;
        is deleted in its entirety and replaced with the
        following: &quot;means any federal, state, foreign or
        local law or statute, ordinance, rule, regulation, writ,
        injunction, directive, order, judgment, administrative
        interpretation, decree, administrative or judicial
        decision and any other executive, legislative, regulatory
        or administrative proclamation, and includes Labor Laws
        and Environmental Laws.&quot;</p>
        <p>The definition of &quot;<u>Permits</u>&quot; is
        deleted in its entirety and replaced with the following:
        &quot;means, as to any Person, all licenses, permits,
        franchises, approvals, concessions, filings,
        declarations, registrations, authorizations and
        qualifications under any Laws with any and all
        Governmental Entities that are issued to such Person.</p>
        <p>The defined term &quot;<u>Second Exchangeable
        Debenture</u>&quot; is amended to delete the word
        &quot;Buyer&quot; and to add the word &quot;Issuer&quot;
        in place thereof.</p>
        <p>The definition of the term &quot;<u>Transfer Tax
        Returns</u>&quot; is deleted in its entirety and replaced
        by the following:</p>
        <p>&quot;&quot;<u>Transfer Tax Schedule</u>&quot; has the
        meaning set forth in Section 3.05(a).&quot;</p>
    </blockquote>
</blockquote>

<p align="center"><b>ARTICLE II OF THE AGREEMENT</b></p>

<blockquote>
    <blockquote>
        <p>Section 2.01(a)(ix) is deleted in its entirety and
        replaced with the following:</p>
        <p>&quot;all Permits received from or issued by any
        Governmental Entity to (A) the Company to own, or lease
        and operate the Brokerage Business and to conduct the
        Brokerage Business as it has been conducted by Company;
        and (B) each of the Insurance Agencies in connection with
        or related to the operation of each of the Insurance
        Agencies&#146; business.&quot;</p>
        <p>Section 2.01(a)(xiii) is amended to delete the last
        word (&quot;and&quot;).</p>
        <p>Section 2.01(a)(xiv) is amended to delete the period
        (&quot;.&quot;) at the end of the sentence and the words
        &quot;; and&quot; are inserted in place thereof.</p>
        <p>The following provision is added immediately after
        Section 2.01(a)(xiv):</p>
        <p>&quot;(xv) all the issued and outstanding shares of
        common stock of the Insurance Agencies.&quot;</p>
        <p>Section 2.01(b) is amended to delete the word
        &quot;and&quot; appearing immediately before sub-clause
        (ii) and to add a semi-colon (&quot;;&quot;) in place
        thereof. </p>
        <p>Section 2.01(b) is further amended to include at the
        end of such section, the language &quot;; and (iii) duly
        executed certificates representing all of the Insurance
        Agencies' Shares.&quot;</p>
        <p>Section 2.02(e) is amended to add the sentence
        &quot;The consideration shall be adjusted (the &quot;<u>Purchase
        Price Adjustment</u>&quot;) as follows: (i) increased for
        any payments from Buyer to Seller pursuant to Section
        2.09 of the Asset Management Acquisition Agreement and
        (ii) decreased for any payments from the Seller to the
        Buyer pursuant to Section 6.18 of the Asset Management
        Acquisition Agreement.&quot; after the words
        &quot;recognized as liabilities for United States federal
        income tax purposes.&quot;</p>
        <p>Section 2.02(e) is further amended to add the sentence
        &quot;In preparing the Allocation Schedule, Company and
        Buyer are entitled to rely on a reasonable estimate of
        the Purchase Price Adjustment to the extent allowed for
        U.S. income tax purposes.&quot; after the sentence
        &quot;Such allocation shall be set forth in a schedule
        (the &quot;<u>Allocation Schedule</u>&quot;).&quot;</p>
        <p>The last sentence in Section 2.03(a) is deleted in its
        entirety and the following is added at the end of such
        section: </p>
        <p>&quot;The parties agree that the Brokerage Closing
        shall be deemed to have occurred at 4:01 PM on January 3,
        2003. With respect to the following, the parties agree
        that (i) all profits and losses with respect to the
        Brokerage Assets shall be calculated as of 12:01 AM
        January 2, 2003 and Buyer shall be entitled to all
        profits and losses of the Brokerage Assets as of 12:01 AM
        January 2, 2003 and (ii) the issuance date of the
        Debentures shall be deemed to be January 6, 2003. The
        parties agree that the &quot;<u>Brokerage Closing Date</u>&quot;
        for all the transactions contemplated in the Agreement
        shall be 4:01 PM January 3, 2003 except that with respect
        to transactions referred to in either clauses (i) or (ii)
        hereof, the Brokerage Closing Date shall be deemed to be
        the dates referred to in such clauses.</p>
        <p>The words &quot;(other than Marketable
        Securities)&quot; are inserted after the words &quot;the
        Acquired Property&quot; in Section 2.02(b)(i).</p>
        <p>The words (Conversion Date in the case of clause (iii)
        hereof) are inserted after the words &quot;At the
        Brokerage Closing&quot; in Section 2.02(d).</p>
        <p>Section 2.05(b)(vi) is amended to delete the last word
        therein (&quot;and&quot;).</p>
        <p>The following provision is added immediately after
        Section 2.05(b)(vi):</p>
        <p>&quot;(vii) certificates representing all of the OLA
        Shares and OTA Shares duly endorsed or accompanied by
        stock powers duly executed in blank and otherwise in form
        satisfactory to the Buyer for transfer on the books of
        the Company (with any requisite tax stamps attached by
        the Seller).&quot;</p>
        <p>Section 2.05(b)(vii) will not change except that it
        will now read Section&nbsp;2.05(b)(viii).</p>
        <p>Section 2.07(a) is hereby amended to read as follows:</p>
        <p>&quot;(a) On the Brokerage Closing Date, Buyer shall
        assume, perform and discharge when due (i)&nbsp;Company's
        obligations under Contracts transferred to Buyer pursuant
        to Section 2.01(a) and set forth in the Undertaking (the
        &quot;<u>Assumed Contracts</u>&quot;) required under the
        terms of such Assumed Contracts to be performed after
        such date, (ii) obligations relating to the Transferred
        Plan as set forth in Section 3.04(f)(i) required under
        the terms of such Transferred Plan to be performed after
        such date, and (iii) obligations relating to the retired
        broker contracts set forth on Section 2.07(a) of the <u>Disclosure
        Schedule</u> (the &quot;<u>Retired Broker Contracts</u>&quot;).&quot;</p>
        <p>The words &quot;or the Insurance Agencies&quot; are
        inserted in Section 2.07(b)(ii) immediately after the
        words &quot;or the Brokerage Business&quot;.</p>
        <p>The words &quot;of the Insurance Agencies and
        Taxes&quot; are inserted in Section 2.07(b)(vi)(B)
        immediately prior to the words &quot;attributable to the
        Brokerage Assets&#133;.&quot;</p>
        <p>Section 2.08(iii) is hereby amended to include the
        phrase &quot;, other than the Insurance Agencies,&quot;
        immediately following the words &quot;any insurance
        subsidiaries&quot; and immediately prior to the words
        &quot;and any insurance products or business
        written&quot;. </p>
        <p>Section 2.08 (vii) is deleted in its entirety and is
        replaced by the following words &quot;(vii) Excluded
        Accounts and all agreements related thereto (the items
        described in clauses (i) through (vii) above are
        collectively referred to herein as the &quot;<u>Excluded
        Assets</u>&quot;).</p>
        <p>The words &quot;(other than Marketable
        Securities)&quot; are inserted after the words &quot;the
        Acquired Property&quot; in Section 2.11(a)(i).</p>
        <p>The letter &quot;(a)&quot; is inserted in Section 2.15
        immediately prior to the words &quot;Attached hereto
        as&#133;.&quot;. The following sections are added at the
        end of Section 2.15:</p>
        <p>&quot;(b) Seller shall deposit as of the Brokerage
        Closing Date in an account established at Company to be
        named Fahnestock &amp; Co. Inc. Good Faith Deposit
        Account, an amount equal to the total unsecured and
        partially secured debit balances as reflected on
        Section&nbsp;1(d) (Unsecured Debit Balance Report) of
        Section 2.15 of the <u>Seller Disclosure Schedule</u> (as
        updated to reflect all activity up to and including
        December 31, 2002). Buyer shall, upon verification, pay
        to Seller any amounts received from clients specifically
        to reduce such unsecured or partially secured balances.</p>
        <p>(c) Prior to the date on which the Conversion takes
        place (the &quot;<u>Conversion Date</u>&quot;), Buyer
        shall make a determination as to which of the accounts
        listed on Section 2.15 of the <u>Seller Disclosure
        Schedule</u> are acceptable to Buyer or its Affiliates to
        be converted to Buyer's or its Affiliates' books and
        records as of the Conversion Date. Any accounts not
        acceptable to Buyer or its Affiliates shall not be
        converted (the &quot;<u>Non-Converted Accounts</u>&quot;).
        Buyer may, in its discretion, convert such Non-Converted
        Accounts if Seller undertakes to extend its
        indemnification obligations arising from or relating to
        this Section 2.15 or deposits with Buyer or its
        Affiliates, amounts satisfactory to Buyer with respect to
        such accounts.</p>
    </blockquote>
</blockquote>

<p align="center"><b>ARTICLE III OF THE AGREEMENT</b></p>

<blockquote>
    <blockquote>
        <p>The parenthetical &quot;(other than those employed at
        the New York Headquarters)&quot; that appears in the
        first sentence of Section 3.04(a) is hereby amended in
        its entirety to read &quot;(other than those employed at
        the New York Headquarters and those identified in
        Section&nbsp;3.04(a) of the <u>Seller Disclosure Schedule</u>
        as &quot;Excluded Persons&quot;)&quot;.</p>
        <p>Section 3.04(b)(i) is hereby amended in its entirety
        to read as follows:</p>
        <p>&quot;(i) The terms of each offer will specify that
        (except in the case of Inactive Employees) the offer
        shall be deemed accepted unless the Business Employee
        delivers a written rejection of the offer to Buyer no
        later than December 16, 2002, (the &quot;<u>Rejection
        Deadline</u>&quot;). As soon as reasonably possible after
        the Rejection Deadline, but in no event later than two
        (2) business days after the Rejection Deadline, Buyer
        shall provide Seller with a complete list of Business
        Employees who have rejected Buyer&#146;s Offer of
        Employment. The terms of the offers shall further specify
        that the effective date of employment with Buyer or an
        Affiliate of Buyer pursuant to the offer shall be
        contingent upon whether the Business Employee is an
        Inactive Employee on the Brokerage Closing Date. Business
        Employees who fail to timely reject an offer of
        employment from Buyer and who are not Inactive Employees
        shall become employees of Buyer on the Brokerage Closing
        Date.&quot; </p>
        <p>Section 3.04(c)is hereby amended by deleting the two
        references to &quot;Conversion Employees&quot; that
        appear therein (and also amended to make necessary
        conforming changes).</p>
        <p>Section 3.04(f)(i) is hereby amended to read as
        follows: </p>
        <p><a name="_DV_M5"></a>&quot;(i) <a name="_DV_M9"></a>Effective
        as of the Brokerage Closing Date, Buyer shall, or shall
        cause an Affiliate of Buyer to, assume and maintain as
        plan sponsor and administrator and perform all
        obligations with respect to, the Seller's Executive
        Voluntary Deferred Compensation Plan (the &quot;<u>Transferred
        Plan</u>&quot;), as it applies to Transferred Employees.
        Seller shall transfer to Fahnestock, within two business
        days following the Brokerage Closing Date, the securities
        attributable to Transferred Employees' accounts under the
        Transferred Plan and has provided a due bill to
        Fahnestock in respect of such securities. Buyer shall
        notify Seller of the termination date of each Transferred
        Employee covered by the Wealth Plus Plan. Seller shall
        terminate the Wealth Plus Plan in accordance with the
        terms of that certain letter agreement dated January 2,
        2003 between Seller and Buyer.&quot;</p>
        <p><a name="_DV_M10"></a>Section 3.04(f)(iii) is hereby
        amended to read as follows: </p>
        <p><a name="_DV_M11"></a>&quot;(iii) As of the Brokerage
        Closing Date, Buyer shall allow Transferred Employees to
        participate in its flexible spending account program.
        Each salary reduction election executed by a Transferred
        Employee for 2003 under Seller's Flexible Spending
        Account Program shall continue in effect for 2003 with
        respect to Buyer's flexible spending account program
        effective as of the Brokerage Closing Date until such
        salary reduction election is revoked or amended by such
        Transferred Employee. Section&nbsp;3.04(f)(iii) of <u>Seller
        Disclosure Schedule</u>, which shall be provided to Buyer
        within 2 business days following the Brokerage Closing
        Date, lists each Transferred Employee's flexible spending
        account salary reduction election made with respect to
        2003.&quot;</p>
        <p><a name="_DV_M15"></a>Section 3.04(i) is hereby
        amended in its entirety to read as follows:</p>
        <p>&quot;<u>Accrued Obligations</u>. Seller shall be
        solely responsible for all obligations and liabilities
        accrued prior to the Brokerage Closing Date relating to
        Business Employees, including, but not limited to, (i)
        payroll and fringe benefits, (ii) earned bonuses and
        incentive compensation, (iii) accrued vacation and
        holiday pay, (iv) workers' compensation and (v) claims
        incurred under health plans. Buyer shall be solely
        responsible for all obligations and liabilities accrued
        following the Brokerage Closing Date relating to
        Transferred Employees, including, but not limited to, (i)
        payroll and fringe benefits, (ii) earned bonuses and
        incentive compensation, (iii) accrued vacation and
        holiday pay, (iv) workers' compensation and (v) claims
        incurred under health plans; <u>provided</u>, <u>however</u>,
        that Seller shall remain liable and responsible for
        payments to Transferred Employees of any annual incentive
        compensation bonuses for fiscal year 2002 as determined
        in accordance with the applicable bonus plans maintained
        by Seller in which the Transferred Employees participate
        as of the Brokerage Closing Date; and <u>provided</u>, <u>further</u>,
        that with respect to any such bonuses earned for
        Seller&#146;s fiscal year 2003, Seller shall transfer to
        Fahnestock a cash amount equivalent to the sum of 2/12<sup>ths</sup>
        of the actual fiscal year 2002 bonus payment awarded to
        each Transferred Employee and Inactive Employee (subject
        to a pro rata reduction for any period in which any
        Inactive Employee was not entitled to a bonus payment
        during Seller's fiscal year 2003), within ten (10)
        business days following confirmation of acceptance of the
        employment offer made to each such individual from Buyer
        or an Affiliate of Buyer. Subject to Fahnestock receiving
        the funds, if any, payable by Seller under this
        paragraph, Buyer shall assume all liability for bonus
        obligations payable to the Transferred Employees
        beginning November 1, 2002 through the Brokerage Closing
        Date, and Buyer shall pay each employee (less applicable
        withholdings specific to this payment) the 2/12<sup>ths</sup>
        amount transferred by Seller in respect of such employee
        on or prior to the time Buyer makes bonus payments in
        respect of fiscal year 2003.&quot;</p>
        <p>Section 3.04(j) is hereby amended to delete the
        reference to &quot;Conversion Employees&quot; that
        appears therein (and also amended to make necessary
        conforming changes).</p>
        <p>Section 3.04(l) is hereby amended by substituting
        &quot;Buyer&quot; for &quot;Seller&quot; at the first
        place &quot;Seller&quot; appears.</p>
        <p><a name="_DV_M18"></a>Section 3.04(m) is hereby added
        to read as follows:</p>
        <p>&quot;(m) <u>Retired Broker Contracts</u>. Buyer shall
        assume, perform and discharge when due Seller&#146;s
        obligations relating to the Retired Broker Contracts.
        Seller shall use its reasonable best efforts to cause
        each broker who is a party to a Retired Broker Contract
        to assign his duties and obligations under the applicable
        Retired Broker Contract to Buyer.&quot; </p>
        <p>Section 3.05(a) is deleted in its entirety and
        replaced with the following:</p>
        <p>&quot;(a) <u>Transfer Taxes</u>. Company and Buyer
        shall each be responsible for 50% of any and all Transfer
        Taxes which become payable in connection with the
        transactions contemplated by this Agreement. No later
        than five (5) days after the Brokerage Closing Date
        Company shall provide to Buyer a schedule (the &quot;<u>Transfer
        Tax Schedule</u>&quot;) setting forth in reasonable
        detail the calculations of the amounts of such Transfer
        Taxes for Buyer's review and consent (which shall not be
        unreasonably withheld). No later than five (5) days after
        receipt of such Transfer Tax Schedule, Buyer shall remit
        to Seller 50% of such Transfer Taxes shown as due
        thereon. Seller shall file all Tax Returns that must be
        filed in connection with payment of such Transfer Taxes
        and shall pay such Transfer Taxes in the ordinary course
        of its business. Company and Buyer agree to use
        reasonable best efforts to obtain a sale for resale or
        other Tax exemption where available and otherwise to
        minimize the amount of Transfer Taxes payable in
        connection with the transactions contemplated by this
        Agreement. Buyer shall provide a resale certification at
        Brokerage Closing or such other documents as may be
        reasonably requested by Company for the purpose of
        reducing any such Transfer Taxes.&quot;</p>
        <p><a name="_DV_IPM4"></a>Section 3.05(b) is deleted in
        its entirety and replaced with the following:</p>
        <p>&quot;(b) <u>Preparation and Filing of Tax Returns;
        Payment of Taxes</u>. </p>
        <p>(i) The Company shall prepare and file or cause to be
        prepared and filed at its own cost and expense (in a
        manner consistent with past practice, except as required
        by Applicable Law), on a timely basis (including
        extensions) all Tax Returns of Company and all Tax
        Returns of the Insurance Agencies and all Tax Returns
        attributable to the Brokerage Assets for all Pre-Closing
        Periods (as defined in Section 3.05(c)(i) below). The
        Company shall pay all Taxes shown to be due and payable
        on such Tax Returns.</p>
        <p>(ii) Buyer shall prepare and file or cause to be
        prepared and filed at its own cost and expense on a
        timely basis (including extensions) all Tax Returns of
        any of the Insurance Agencies and all Tax Returns
        attributable to the Brokerage Assets other than those
        provided for in Section 3.05(b)(i) of this Agreement.
        Subject to Section 3.05(c), Buyer shall pay all Taxes
        shown to be due and payable thereon.</p>
        <p>(c) <u>Tax Indemnification</u>.</p>
        <p>(i) The Seller shall indemnify, defend and hold
        harmless Buyer from and against any and all costs,
        expenses (including reasonable attorneys', accountants',
        consultants' and experts' fees and expenses), other
        liabilities (including costs and fines), monetary
        obligations to third parties, expenditures, monetary
        judgments or awards payable or due to any other party
        that are imposed upon or otherwise incurred or suffered
        by the relevant Person (&quot;<u>Losses</u>&quot;)
        asserted against, resulting to, imposed on, sustained,
        incurred or suffered by, or asserted against Buyer,
        directly or indirectly, by reason of or resulting from: (<u>i</u>)
        all Taxes imposed upon any of the Insurance Agencies with
        respect to any taxable period or portion thereof ending
        on or before the Closing Date (a &quot;<u>Pre-Closing
        Period</u>&quot;), other than with respect to items
        contemplated by Treasury Regulation
        Section 1.1502-76(b)(1)(ii)(B), and all Taxes incurred by any
        of the Insurance Agencies, other than with respect to
        items contemplated by Treasury Regulation
        Section 1.1502-76(b)(1)(ii)(B), for any taxable period
        beginning on or before the Closing Date and ending after
        the Closing Date (&quot;<u>Straddle Periods</u>&quot;),
        but only with respect to the portion of such Straddle
        Period ending on the close of the Closing Date, (ii) all
        Taxes, other than with respect to items contemplated by
        Treasury Regulation Section 1.1502-76(b)(1)(ii)(B), imposed
        upon Buyer attributable to the Brokerage Assets with
        respect to any Pre-Closing Period and any Straddle
        Period, but only with respect to the portion of such
        Straddle Period ending on the close of the Closing Date,
        (<u>iii</u>) any Taxes, other than with respect to items
        contemplated by Treasury Regulation
        Section 1.1502-76(b)(1)(ii)(B), imposed on any of the Insurance
        Agencies under Section 1.1502-6 of the Treasury
        Regulations attributable to any Pre-Closing Period and
        the portion of any Straddle Period ending on the Closing
        Date, (<u>iv</u>) the portion of any Transfer Taxes that
        are the responsibility of Seller pursuant to Section
        3.05(a) of this Agreement, (<u>v</u>) any breach or
        inaccuracy in any representation contained in Section
        4.15 or (<u>vi</u>) any breach or failure by the Seller
        to perform (or cause to be performed) any of the
        covenants or agreements set forth in this Section 3.05.</p>
        <p>(ii) Buyer shall indemnify, defend and hold harmless
        the Seller from and against any and all Losses asserted
        against, resulting to, imposed on, sustained, incurred or
        suffered by, or asserted against the Seller, directly or
        indirectly, by reason of or resulting from (<u>i</u>)<u> </u>any
        and all Taxes imposed upon any of the Insurance Agencies
        and (<u>ii</u>) any and all Taxes attributable to the
        Brokerage Assets in each case with respect to (x) any
        taxable period beginning after the Closing Date (a &quot;<u>Post-Closing
        Period</u>&quot;) and, with respect to any item
        contemplated by Treasury Regulation
        Section 1.1502-76(b)(1)(ii)(B), a Pre-Closing Period, (y) the
        portion of any Straddle Period beginning after the
        Closing Date, (iii) the portion of any Transfer Taxes
        that are the responsibility of Buyer pursuant to 3.05(a)
        of this Agreement; and (iv) any breach or failure by
        Buyer to perform (or cause to be performed) any of the
        covenants or agreements set forth in this Section 3.05.</p>
        <p>(iii) All amounts payable or to be paid under this
        Section 3.05 (the &quot;<u>Tax Indemnity Payments</u>&quot;)
        shall be paid in immediately available funds within
        fifteen (15) business days after the later of (i) receipt
        of a written request from the party entitled to such Tax
        Indemnity Payment and (ii) the day of payment of the
        amount that is the subject of the Tax Indemnity Payment
        by the party entitled to receive the Tax Indemnity
        Payment.</p>
        <p>(iv) Notwithstanding any other provision in this
        Agreement, for purposes of determining liability under
        this Section 3.05 with respect to any Taxes arising out
        of, or attributable to, or resulting from any inaccuracy
        in or breach or nonperformance of any of the
        representations or warranties of any of the Insurance
        Agencies or Seller in Section 4.15 or any covenant or
        agreement of any of the Buyer, Seller Entities or Seller
        contained in this Section 3.05, no effect shall be given
        to any exception in such representations and warranties
        or any such covenant or agreement relating to materiality
        or Material Adverse Effect.</p>
        <p>(d) <u>Tax Indemnification Procedures</u>.</p>
        <p>(i) If a notice of deficiency, proposed adjustment,
        adjustment, assessment, audit, examination or other
        administrative or court proceeding, suit, dispute or
        other claim (a &quot;<u>Tax Claim</u>&quot;) shall be
        delivered or sent to or commenced or initiated against
        any of the Insurance Agencies, Seller or Buyer by any
        taxing authority with respect to Taxes for which one
        party to this Agreement is entitled to indemnification
        from another party, the receiving party shall promptly
        notify the other party in writing of the Tax Claim along
        with a copy of the relevant Tax Claim notice; provided,
        that the failure by any party to notify another party
        promptly of any such notice shall not release the other
        party from its obligations under this Section 3.05 in
        whole or in part except to the extent that the other
        party is materially and adversely prejudiced as a
        consequence of such failure.</p>
        <p>(ii) Seller shall control all Tax Claims with respect
        to all Pre-Closing Periods, and Buyer agrees to cooperate
        reasonably with Seller in pursuing such contests. With
        respect to Tax Claims for which the Seller would be
        liable to indemnify Buyer, the Seller may, upon written
        notice to the Buyer (such written notice to be provided
        within the shorter of (i) forty-five (45) days after
        notice thereof has been given to the Seller and (ii)
        three (3) business days prior to the date required to
        answer or respond to any such claim), assume and control
        the defense of such Tax Claim at its own cost and expense
        and with its own counsel and Buyer agrees to cooperate
        reasonably with the Seller in pursuing such contest. If
        the Seller elects to assume the defense of any such Tax
        Claim, notwithstanding anything to the contrary contained
        herein, (a) the Seller shall consult with Buyer and shall
        not enter into any settlement with respect to any such
        Tax Claim without Buyer's prior written consent, which
        consent shall not be unreasonably withheld or delayed, <u>provided</u>,
        <u>however</u>, that if such settlement could increase
        the Tax liability of Buyer or of any of the Insurance
        Agencies for any other taxable period, without the
        consent of Buyer; (b) the Seller shall keep Buyer
        informed of all material developments and events relating
        to such Tax Claim (including promptly forwarding copies
        to Buyer of any related correspondence and providing
        Buyer with a reasonable opportunity to review and comment
        on any related correspondence prior to being sent by the
        Seller to any tax authority); and (c) at its own cost and
        expense, Buyer shall have the right to participate in
        (but not to control) the defense of such Tax Claim.</p>
        <p>(iii) In connection with the contest of any Tax Claim
        that relates to (a) any Post-Closing Period, (b) any
        Straddle Period and (c) any Tax Claim that the Seller has
        the ability to control pursuant to Section 3.05(d)(ii)
        but does not timely elect to control pursuant to such
        section, such contest shall be controlled by Buyer, and
        the Seller agrees to cooperate reasonably with Buyer in
        pursuing such contest. In connection with any such
        contest that relates to (b) or (c) above, Buyer shall
        keep the Seller informed of all material developments and
        events relating to such Tax Claim and the Seller, at its
        own cost and expense, shall have the right to participate
        (including participation in any relevant meetings) in
        (but not control) the defense of such Tax Claim. In the
        case of a Tax Claim described in (b) or (c) above, the
        Buyer shall consult with the Seller and shall not enter
        into any settlement with respect to any such Tax Claim
        without the prior written consent of the Seller, which
        consent shall not be unreasonably withheld or delayed.</p>
        <p>(iv) Notwithstanding anything to the contrary
        contained herein, the procedure for indemnification
        claims with regard to Taxes or otherwise brought pursuant
        to this Section 3.05 shall be governed exclusively by
        this Section 3.05.</p>
        <p>(e) <u>Conflicts; Survival</u>. Notwithstanding any
        other provision of this Agreement to the contrary, the
        obligations of the parties hereto set forth in this
        Section 3.05 shall not be subject to any limitations
        contained in Article X; <u>provided</u>, <u>however</u>,
        that the representations and warranties contained in
        Section 4.15 shall survive the Brokerage Closing until
        (90) days following the expiration of the applicable
        statute or limitations (taking into account all
        extensions thereof); <u>provided</u>, <u>further</u>, in
        the event that notice for indemnification under Section
        3.05(d) hereof shall have been given within the
        applicable survival period, the representation or
        warranty that is the subject of such indemnification
        claim shall survive until such time as such claim is
        finally resolved. In the event of a conflict between this
        Section 3.05 and any other provision of this Agreement,
        this Section 3.05 shall govern and control.</p>
        <p>(f) <u>Tax Treatment</u>. The parties hereto agree,
        unless otherwise required by Applicable Law, to treat any
        payment made pursuant to Article X or Section 3.05 as an
        adjustment to the Purchase Price for all Tax
        purposes.&quot;</p>
        <p>Sections 3.05(c) and (d) will not change except that
        they will now read Sections 3.05(g) and (h),
        respectively.</p>
        <p>In Section 3.07 the words &quot;(other than such Books
        and Records or any part thereof which are related to
        Seller's or Company's investment banking businesses,
        capital markets or any other business that is not
        included in the Brokerage Business)&quot; will be added
        in two places after the words &quot;originals of all
        Books and Records&quot; and &quot;copies of Books and
        Records&quot;, respectively. Also, the words
        &quot;Notwithstanding the foregoing, Seller shall not be
        required to provide to Buyer copies of or access to any
        Tax Returns of Seller Parent or Company (including the
        consolidated U.S. federal income tax return of the
        affiliated group, of which CIBC Delaware Holdings Inc. is
        common parent), except for the portion of such Tax
        Returns as shall related to the Brokerage Assets or the
        Insurance Agencies, as the case may be and which does not
        reveal any material information about the Seller that is
        not related to the Insurance Agencies or Brokerage
        Business. Buyer shall keep such Books and Records
        confidential to the extent it is required to do so by any
        Applicable Law.&quot; will be added at the end of Section
        3.07. </p>
    </blockquote>
</blockquote>

<p align="center"><b>ARTICLE IV OF THE AGREEMENT</b></p>

<blockquote>
    <blockquote>
        <p>The heading of Section 4.01 (Organization of Seller;
        Authority) is amended to read &quot;Organization of
        Seller and the Insurance Agencies; Authority;
        Capitalization&quot;.</p>
        <p>Section 4.01(a) is deleted in its entirety and
        replaced with the following:</p>
        <p>&quot;Seller Parent and Company are a bank and a
        broker dealer, respectively, duly organized, validly
        existing and in good standing under the Bank Act of
        Canada and the laws of Delaware, respectively. OLA is a
        New York domiciled insurance agency that is licensed to
        conduct insurance agency and brokerage business in New
        York and in each of the following additional
        jurisdictions set forth in Section 4.01(a) of the <u>Seller
        Disclosure Schedule</u>. OTA is a Texas domiciled
        insurance agency that is licensed to conduct insurance
        agency and brokerage business in Texas. The Insurance
        Agencies have no direct or indirect Subsidiaries and the
        Insurance Agencies do not own, directly, or indirectly
        any equity or other ownership interest in any
        corporation, partnership, joint venture or other Person.<i>
        </i>Each of Seller Parent, Company and<i> </i>each of the
        Insurance Agencies has all requisite corporate power and
        authority to own, lease and operate its properties and
        assets and to conduct its business as it is now being
        conducted. Company and the Insurance Agencies are
        qualified or licensed to do business and are in good
        standing in every jurisdiction in which the character of
        the properties owned or leased by the Company and the
        Insurance Agencies<i>, </i>respectively<i>,</i> or nature
        of the business conducted by the Company and the
        Insurance Agencies<i>,</i> respectively<i>,</i> makes
        such qualification necessary, except where the failure by
        the Company or the Insurance Agencies<i>,</i> as
        applicable<i>,</i> to be so qualified or licensed or in
        good standing would not have a Material Adverse
        Effect.&quot; </p>
        <p>Section 4.01(c) is added immediately after Section
        4.01(b) and reads:</p>
        <p>&quot;The authorized capital stock of OLA consists of
        20,000 shares of common stock, $1.00 par value, of which
        there are 1000 shares of common stock issued and
        outstanding. There are no shares of preferred stock of
        OLA authorized or outstanding. All of the OLA Shares are
        duly authorized, validly issued, fully paid and
        non-assessable and are owned by the Company.</p>
        <p>There are no options, warrants, calls, rights,
        commitments or agreements of any kind to which the Seller
        or any of its Subsidiaries or any of their Affiliates are
        parties or by which any of them are bound or to which
        they are subject, relating to the sale, issuance or
        voting of, or the granting of rights to acquire, any
        shares of the capital stock of any class or series of, or
        other security interest in, OLA or any securities
        convertible or exchangeable into or evidencing the right
        to purchase any shares of capital stock of any class or
        series of, or other equity interest in, OLA or obligating
        OLA or any of its Affiliates to grant, extend or enter
        into any such option, warrant, call, right, commitment or
        agreement.&quot;</p>
        <p>Section 4.01(d) is added immediately after Section
        4.01(c) and reads:</p>
        <p>&quot;The authorized capital stock of OTA consists of
        1000 shares of common stock, $1.00 par value, of which
        there are 1000 shares of common stock issued and
        outstanding. There are no shares of preferred stock of
        OTA authorized or outstanding. All of the OTA Shares are
        duly authorized, validly issued, fully paid and
        non-assessable and owned by Mr. Harold Perkins, an
        employee of the Company, and held on behalf of the
        Company.</p>
        <p>There are no options, warrants, calls, rights,
        commitments or agreements of any kind to which the Seller
        or any of its Subsidiaries or any of their Affiliates are
        parties or by which any of them are bound or to which
        they are subject, relating to the sale, issuance or
        voting of, or the granting of rights to acquire, any
        shares of the capital stock of any class or series of, or
        other security interest in, OTA or any securities
        convertible or exchangeable into or evidencing the right
        to purchase any shares of capital stock of any class or
        series of, or other equity interest in, OTA or obligating
        OTA or any of its Affiliates to grant, extend or enter
        into any such option, warrant, call, right, commitment or
        agreement. The Buy-Sell Agreements dated June 15, 1978
        and October 23, 1981 by and among OTA and its
        shareholders have been duly terminated and have no force
        and effect.&quot;</p>
        <p>The words &quot;or the Insurance Agencies&quot; are
        inserted twice in Section 4.02(a)(i)(A), both times
        immediately after the word &quot;Company&quot; and the
        words &quot;the Insurance Agencies,&quot; are inserted in
        Section 4.02(a)(i)(B) immediately after the phrase&quot;
        any Law applicable to Seller Parent, Company,&quot;</p>
        <p>The words &quot;or any of the Insurance Agencies&quot;
        are inserted twice in Section 4.02(a)(ii) immediately
        after the phrases &quot;any Contract or other instrument
        or obligation, commitment, undertaking arrangement or
        restriction of any kind or character to which
        Company&quot; and &quot;a party or by which the
        Company&quot;, respectively.</p>
        <p>The words &quot;or any of the Insurance Agencies&quot;
        are inserted in Section 4.02(b) immediately after the
        phrase &quot;any Governmental Entity or any third party
        is required to be obtained or made by or with respect to
        Seller or Company&quot;.</p>
        <p>Section 4.03(d) is added immediately after Section
        4.03(c) and reads:</p>
        <p>&quot;Set forth in Section 4.03(d) of the <u>Seller
        Disclosure Schedule</u> are true and correct statements
        of the (i) audited, balance sheets and statements of
        income of OLA and OTA prepared in accordance with GAAP
        for the fiscal year ending October 31, 2002 and September
        30, 2002, respectively, (ii) preliminary unaudited income
        statement for the period from November 1, 2002 to
        December 31, 2002 for OLA prepared in accordance with
        GAAP, (iii) preliminary unaudited balance sheet as of
        December 31, 2002 for OLA prepared in accordance with
        GAAP, (iv) preliminary unaudited income statement for the
        period from October 1, 2002 to December 31, 2002 for OTA,
        prepared in accordance with GAAP and (v) preliminary
        unaudited balance sheet as of December 31, 2002 for OTA
        prepared in accordance with GAAP (collectively, the
        &quot;<u>Insurance Agencies' Financial Statements</u>&quot;).
        Except and to the extent reflected on the Insurance
        Agencies' Financial Statements, the Insurance Agencies
        have not incurred any liabilities or obligations of
        whatsoever nature, direct or indirect, whether accrued,
        fixed contingent or otherwise, except for such
        liabilities as are set forth in Section 4.03(d)(1) of the
        <u>Seller Disclosure Schedule</u>.&quot;</p>
        <p>Section 4.03(e) is added immediately after Section
        4.03(d) and reads:</p>
        <p>&quot;Section 4.03(e) of the <u>Seller Disclosure
        Schedule</u> sets forth the names of all financial and
        other similar institutions at which each of the Insurance
        Agencies maintains accounts, deposits or safe deposit
        boxes of any nature, and the account numbers and the
        names of all persons authorized to draw thereon or make
        withdrawals therefrom. Each of the Insurance Agencies'
        bank balances of cash as of the date of this Agreement
        are set forth in Section 4.03(e) of the Seller Disclosure
        Schedule.&quot;</p>
        <p>Section 4.03(f) is added immediately after Section
        4.03(e) and reads:</p>
        <p>&quot;Section 4.03(f) of the <u>Seller Disclosure
        Schedule</u> sets forth the names and office of all
        officers and directors of each of the Insurance
        Agencies.&quot;</p>
        <p>The heading to Section 4.06 (Title to Assets) is
        amended to read &quot;Title to Assets; Shares&quot;.</p>
        <p>Section 4.06(d) is added immediately after Section
        4.06(c) and reads:</p>
        <p>&quot;Company owns beneficially and of record all of
        the OLA Shares, free and clear of all Liens, and the
        transfer and delivery of OLA Shares to Buyer by Seller as
        contemplated by this Agreement shall transfer good and
        valid title thereto to Buyer, free and clear of all
        Liens. After such transfer, no Person other than Buyer
        shall have any claim arising out of or related to the OLA
        Shares.&quot;</p>
        <p>Section 4.06(e) is added immediately after Section
        4.06(d) and reads:</p>
        <p>&quot;The OTA Shares are owned of record by Mr. Harold
        Perkins, an employee of Company. Mr. Harold Perkins holds
        the OTA Shares on behalf of Company. Mr. Harold Perkins
        owns the OTA Shares, free and clear of all Liens, and the
        Company has the power to direct the transfer of the OTA
        Shares to Buyer and the transfer and delivery of the OTA
        Shares to Buyer by Mr. Harold Perkins as contemplated by
        this Agreement shall transfer good and valid title
        thereto to Buyer, free and clear of all Liens. After such
        transfer, no Person other than Buyer shall have any claim
        arising out of or related to the OTA Shares.&quot;</p>
        <p>The words &quot;Company or any of its Affiliates&quot;
        in Section 4.08 are replaced with the words
        &quot;Company, the Insurance Agencies or any of their
        Affiliates.&quot;</p>
        <p>Section 4.09 is hereby amended by substituting
        &quot;Transferred Plan&quot; for &quot;Transferred
        Plans&quot; at each place &quot;Transferred Plans&quot;
        appears.</p>
        <p>The first sentence of Section 4.09(c) is hereby
        amended by substituting &quot;Sections 4.09(c) and
        4.09(e)&quot; for &quot;Section 4.09(c)&quot;.</p>
        <p>Section 4.09(d) is hereby amended in its entirety to
        read as follows: </p>
        <p>&quot;(d) Seller represents that its financial
        obligations under the Retired Broker Contracts are
        payable out of commissions otherwise payable to the
        brokers who assume the accounts from the retired brokers
        (i.e., such obligations are fully satisfied by commission
        sharing among active and retired brokers in respect of
        the assumed accounts).&quot;</p>
        <p>Section 4.09(e) is hereby amended by deleting
        &quot;Except as set forth on Schedule 4.09(e)&quot;, and
        replace it with &quot;Except for the agreements listed on
        Schedule 4.09(e) of <u>Seller Disclosure Schedule</u>.</p>
        <p>Section 4.11(c) is deleted in its entirety. Section
        4.11(d) will not change except that it will read Section
        4.11(c).</p>
        <p>The heading to Section 4.12 (Compliance with Laws;
        Licenses) is amended to read &quot;Compliance with Laws;
        Licenses; Permits&quot;.</p>
        <p>The first sentence of Section 4.12(a) is amended to
        read:</p>
        <p>&quot;The Brokerage Business has been, and is being,
        operated by the Company in compliance in all material
        respects with Applicable Laws.&quot; </p>
        <p>The words &quot;(other than the Insurance
        Agencies&quot;)&quot; are inserted in the first sentence
        of Section 4.12(c) immediately after the language
        &quot;to the knowledge of Seller, none of their
        Affiliates.&quot;</p>
        <p>Sections 4.12(d), (e), (f), (g) and (h) follow
        immediately after Section 4.12 (c) and provide that: </p>
        <p>&quot;(d). OLA is currently licensed to engage in
        insurance agency and brokerage activities in New York and
        those jurisdictions set forth in Section 4.01(a) of the <u>Seller
        Disclosure Schedule</u>. OLA transacts no insurance
        agency or brokerage business, directly or indirectly, in
        any jurisdiction other than in New York and those states
        listed on Section 4.01(a) of the <u>Seller Disclosure
        Schedule</u>, in which the transaction of such business
        requires the licensing or qualification of OLA to do such
        business, as conducted as of the Brokerage Closing Date.
        OLA's business consists solely and exclusively of holding
        insurance licenses, soliciting insurance through agents,
        managing cases with clients, processing insurance
        applications and handling interfaces with insurance
        carriers, and it is not involved, directly or indirectly,
        in any way in any insurance or other businesses or
        operations. OLA has never conducted insurance
        underwriting business.&quot;</p>
        <p>&quot;(e). OTA is currently licensed to engage in
        insurance agency and brokerage activities in Texas. OTA
        transacts no insurance agency or brokerage business,
        directly or indirectly, in any jurisdiction other than in
        Texas, in which the transaction of such business requires
        the licensing or qualification of OTA to do such
        business, as conducted as of the Brokerage Closing Date.
        OTA's business consists solely and exclusively of holding
        insurance licenses, soliciting insurance through agents,
        managing cases with clients, processing insurance
        applications and handling interfaces with insurance
        carriers, and it is not involved, directly or indirectly,
        in any way in any insurance or other businesses or
        operations. OTA has never conducted insurance
        underwriting business.&quot;</p>
        <p>&quot;(f). The Insurance Agencies have never been the
        subject of any actual or threatened administrative
        proceeding for termination, suspension, revocation,
        nonrenewal, limitation or any similar proceeding which
        would adversely affect the Insurance Agencies' applicable
        Permits, (ii) no such termination, suspension,
        revocation, nonrenewal or limitation has been threatened
        by any Governmental Entity and (iii) there is no basis
        for any termination, suspension, restriction, impairment
        or limitation on the ability of the Insurance Agencies to
        conduct insurance agency and brokerage business either in
        the present or as of the Brokerage Closing Date by any
        Governmental Entity. Each of the Insurance Agencies
        meets, and at all times has met, in all material respects
        all statutory and regulatory requirements of all
        Governmental Entities which have jurisdiction
        over&nbsp;it.&quot;</p>
        <p>&quot;(g). Each of the Insurance Agencies has all
        Permits necessary for the past or present conduct of, or
        material operation of, its insurance agency and brokerage
        business and required to conduct such business as now
        being conducted. All such Permits are valid and in full
        force and effect and are listed on Section 4.12(f) of the
        <u>Seller Disclosure Schedule</u>. Each of the Insurance
        Agencies is in compliance in all material respects with
        all such Permits. The Insurance Agencies have not
        received any notice to the effect that, or otherwise been
        advised that, it is not in compliance with, or that it is
        in violation of, any such Permits.&quot;</p>
        <p>&quot;(h). Each of the Insurance Agencies is, and at
        all times has been, in material compliance with each
        Applicable Law relating to all of its assets, properties
        or operations. The Insurance Agencies are not a party to
        nor subject to any agreement, judgment, order, writ,
        injunction or decree of any relevant Governmental Entity
        that could reasonably be expected to prevent in any
        material manner any of the Insurance Agencies from
        operating after the Brokerage Closing Date or the
        Insurance Agencies' full use of their respective
        insurance Permits to conduct business permitted under
        such insurance Permits.&quot;</p>
        <p>Section 4.15 is deleted in its entirety and replaced
        with the followings: </p>
        <p>&quot;4.15 <u>Taxes</u>. (a) Except as set forth in
        Section 4.15 of the <u>Seller Disclosure Schedule</u>,
        all Tax Returns with respect to the Brokerage Business or
        the Brokerage Assets or income attributable therefrom
        that are required to be filed by the Company on or before
        the Closing Date have been or will be filed, the
        information provided on such Tax Returns is or will be
        complete and accurate in all material respects, and all
        Taxes shown to be due or as required to be withheld on
        such tax Returns have been paid or will be paid in full,
        to the extent that a failure to file such Tax returns or
        to withhold or to pay such Taxes, or an inaccuracy in
        such Tax returns, could result in Buyer being liable for
        such Taxes or could give rise to a Lien on the Brokerage
        Assets.&quot;</p>
        <p>Sections 4.15(b) is added immediately after Section
        4.15(a) and reads:</p>
        <p>&quot;(b) Except as set forth in Section 4.15(b) of
        the <u>Seller Disclosure Schedule</u>, each of the
        Insurance Agencies has (i) duly and timely filed (or has
        had duly and timely filed on its behalf) with the
        appropriate Governmental Entity all material Tax Returns
        required to be filed by it, and all such Tax Returns are
        true, correct and complete in all material respects and
        (ii) timely paid or withheld (or there has been timely
        paid or withheld on its behalf) all material Taxes due,
        claimed to be due or required to be withheld from or in
        respect of it by any Governmental Entity.&quot;</p>
        <p>Sections 4.25, 4.26, 4.27, 4.28, 4.29 and 4.30 are
        inserted immediately after Section 4.24 and provide that:</p>
        <p>&quot;Section 4.25. <u>Articles of Incorporation;
        By-Laws of the Insurance Agencies; Books and Records</u>.
        Seller has delivered to Buyer a true, correct and
        complete copy of the articles of incorporation and
        by-laws of each of the Insurance Agencies, which have
        been approved by the applicable Governmental Entities and
        reflect all amendments thereto. The Board of Directors of
        each of the Insurance Agencies and the Seller will not
        take any action for the purpose of effecting any
        amendment or modification of such articles of
        incorporation or by-laws except as otherwise permitted or
        required by this Agreement. All the Books and Records of
        OLA and OTA are maintained in accordance with the
        applicable provisions of the New York Insurance Law and
        the Texas Insurance Code, respectively, including with
        the requirements as to their location.&quot;</p>
        <p>&quot;Section 4.26. <u>Fiduciary Accounts</u>. Neither
        OLA nor OTA has ever administered any accounts for which
        it acted as a fiduciary in any capacity. Neither OLA, OTA
        nor any of their respective directors, officers or
        employees has committed any breach of trust with respect
        to any fiduciary account.&quot;</p>
        <p>&quot;Section 4.27. <u>Financial and Market-Conduct
        Examinations</u>. There have not been any financial
        examinations of either OLA or OTA conducted by any
        Governmental Entity since their respective formation, and
        there have not been any market conduct examination of
        either OLA or OTA conducted by any Governmental Entity
        since their respective formation.&quot;</p>
        <p>&quot;Section 4.28. <u>Affiliate Transactions;
        Employees</u>. There are no contracts, agreements or
        arrangements to which either OLA or OTA, as the case
        maybe, on the one hand, and the Seller or any of its
        Subsidiaries or Affiliates (other than OLA or OTA, as the
        case maybe), on the other hand, are a party. Other than
        as set forth in Section 4.28 of the <u>Seller Disclosure
        Schedule</u> neither OLA nor OTA has any employees, and
        OLA and OTA have no liability, whether direct, indirect
        or contingent with respect to any employee benefit plan,
        agreement or arrangement.&quot;</p>
        <p>&quot;Section 4.29. <u>Contracts</u>. Except as set
        forth in Section 4.29 of the <u>Seller Disclosure
        Schedules</u>, the Insurance Agencies are not a party to
        any contract, agreement or other arrangement with any
        third party.&quot;</p>
        <p>&quot;Section 4.30. <u>Broker Backend Payments</u>.
        Other than the Broker Backend Payments to be transferred
        to Buyer by Seller as of the Brokerage Closing Date there
        are no monetary obligations related to the Broker Loans
        due from Seller to brokers, whose Broker Loans are being
        assigned to Buyer pursuant to the Loan Assignment
        Agreement.&quot;</p>
        <p>&quot;Section 4.31. <u>Broker Backend Payments; Broker
        Restricted Accounts</u>. The information set forth on
        Section 1.01(a) and 1.01(c) of the <u>Seller Disclosure
        Schedule</u> are true and correct as of the date hereof
        in all respects.&quot;</p>
    </blockquote>
</blockquote>

<p align="center"><b>ARTICLE VI TO THE AGREEMENT</b></p>

<blockquote>
    <blockquote>
        <p>Section 6.13 is deleted in its entirety and
        substituted with the following:</p>
        <p>&quot;Section 6.13 <u>Tax Matters</u>. (a) Company
        shall, at least five (5) business days prior to the
        Brokerage Closing Date, inform Buyer whether there are
        any pending claims that have been asserted or proposed by
        any Tax authority of a jurisdiction where Company does
        not file Tax Returns with respect to the Brokerage
        Business to the effect that Company is or may have been
        subject to taxation by that jurisdiction based solely on
        the operation of the Brokerage Business.</p>
        <p>(b) On the Brokerage Closing Date, the Company shall
        inform Buyer of (i) Tax sharing agreements, tax
        indemnification agreements or similar contracts or
        arrangements, written or unwritten, to which any of the
        Insurance Agencies are a party; and (ii) any membership
        by any of the Insurance Agencies in a United States
        federal, state, or local or foreign consolidated,
        combined, unitary or similar group for Tax purposes with
        respect to which any of the Insurance Agencies may have
        liability under Treasury Regulations Section 1.1502-6 or
        equivalent provisions of Applicable Laws for Taxes
        imposed on other members of such consolidated, combined,
        unitary or similar group with respect to taxable years
        for which the period for assessment of deficiencies has
        not closed.<a name="ReturnHereAfterFooterUpdate"></a></p>
        <p>(c) Effective as of the Brokerage Closing Date,
        Company shall have terminated or caused to be terminated
        with respect to any Post-Closing Period all of the
        Insurance Agencies' obligations and potential liabilities
        under any Tax sharing agreement, Tax indemnification
        agreement or similar contract or arrangement, written or
        unwritten.&quot;</p>
        <p>Section 6.18 is deleted in its entirety and replaced
        with the following language:</p>
        <p>&quot;Section 6.18 <u>IDA Capital and Withdrawal</u>.
        Seller shall use its reasonable best efforts to obtain
        permanent relief from any requirement of the Canadian
        Investment Dealer Association (&quot;<u>IDA</u>&quot;)
        that requires Seller or any of its Affiliates to guaranty
        any obligations or liabilities of Buyer or its
        Affiliates, or which otherwise imposes any restrictions
        or burdens on Seller's business, finances or activities,
        in each case, in connection with the transactions,
        agreements and arrangements contemplated by the Agreement
        (&quot;<u>IDA Restrictions</u>&quot;) by February 1,
        2003. In the event that (i)&nbsp;Seller is required to
        guarantee the obligations of Buyer or any of its
        Affiliates in an aggregate amount greater than
        C$2,000,000 or (ii)&nbsp;Seller is unable to obtain the
        relief identified in the first sentence of this Section
        6.18 and it requests Parent prior to February 1, 2003 to
        have its nominees appointed to Parent's board of
        directors pursuant to the Stakeholders Agreement and such
        request is not withdrawn, Buyer will, as promptly as
        practicable, and, subject to regulatory requirements,
        withdraw and/or terminate Fahnestock Canada Inc's (&quot;<u>Fahnestock
        Canada</u>&quot;) membership and relationship with the
        IDA. In the event that such withdrawal and termination
        causes Buyer and/or its Affiliates to terminate any
        brokers or employees at Fahnestock Canada, or such
        brokers or employees resign as a result of such
        withdrawal or termination, in each case, within six (6)
        months of such withdrawal or termination, then Seller
        shall reimburse (a) Buyer's or Fahnestock Canada's costs
        for all severance payments and obligations, consistent
        with Buyer's or Fahnestock Canada's prior practices, as
        to such terminated brokers and employees, <u>provided</u>,
        that Seller shall not reimburse Buyer for severance
        relating to more than five employees, and within that
        five, relating to more than three brokers and (b) all
        remaining costs and expenses or other penalties under
        Fahnestock Canada's lease with respect to its offices
        relating to such terminated brokers and employees.&quot;</p>
        <p>Section 6.19 is added after Section 6.18 and will
        read:</p>
        <p>&quot;Section 6.19 <u>Consents; Indemnification; Lease
        Obligations</u>. (a) Notwithstanding anything in Section
        2.09 or in any other part of this Agreement to the
        contrary, Seller shall obtain and deliver as promptly as
        possible but in no event later than 60 days after the
        Brokerage Closing Date the consents and assignments
        substantially in the form attached as Exhibit O with
        respect to the real estate leases listed in
        Section&nbsp;4.06(b) of <u>Seller Disclosure Schedule</u>
        for the assignment pursuant to the Agreement of the
        leases listed therein to Buyer;</p>
        <p>(b) All other obligations in Section 2.09 (including
        the indemnification obligations set forth therein and
        without giving effect to the language in parentheticals
        set forth in such section) shall apply to Seller with
        respect to the consents related to the leases listed on
        Section&nbsp;4.06(b) of the <u>Seller Disclosure Schedule</u>;</p>
        <p>(c) Notwithstanding anything in this Agreement to the
        contrary, prior to obtaining the consents or approvals
        with respect to each real estate lease listed on Section
        4.06(b) of <u>Seller Disclosure Schedule</u> for the
        assignment pursuant to this Agreement of such lease to
        Buyer, Buyer's employees in the Brokerage Business and,
        to the extent applicable the Asset Management Business
        shall occupy space at such locations. Buyer shall occupy
        all of the space at each such location except as
        otherwise provided in <u>Exhibit G</u> of the Transition
        Services Agreement. Subject to <u>Exhibit G</u> of the
        Transition Services Agreement, with respect to leases
        governing the space that Buyer's employees occupy
        pursuant to this Section&nbsp;6.19(c), Buyer shall pay to
        Seller within 15 days of receipt of invoice from Seller
        the rent due under such leases. Such amounts due shall be
        invoiced monthly in arrears.</p>
        <p>(d) The obligations set forth in Section 2.09
        (including the indemnification obligations set forth
        therein and without giving effect to the language in
        parentheticals set forth in such section) shall apply to
        all consents (other than real estate consents) where the
        failure to obtain such consents (the &quot;<u>Material
        Consents</u>&quot;) could have given Buyer the right not
        to close the transactions contemplated in the Agreement
        pursuant to Section&nbsp;8.01(g) thereof without giving
        effect to the carve out set forth therein;</p>
        <p>(e) Company shall enter into subleases with Buyer
        substantially in the form set forth in <u>Exhibit N</u>
        to the Agreement immediately after Seller obtains each
        real estate consent for the leases listed on
        Section&nbsp;4.06(b) of the <u>Seller Disclosure Schedule</u>
        and such subleases will be co-terminous with the
        underlying lease and include any reasonable provisions
        required by the landlord; and</p>
        <p>(f) With regard to the shared spaces subject to such
        subleases, Seller shall be responsible for the
        construction (including the cost thereof) of demising
        walls and/or reparations required by applicable
        regulatory requirements in order to permit Buyer and
        Seller to share such spaces and conduct their activities
        as pursued by them as of and immediately after the Broker
        Closing in accordance with such regulatory
        requirements.&quot;</p>
        <p>Section 6.20 is added after Section 6.19 and will
        read:</p>
        <p>&quot;6.20 <u>Schedules</u>. Without modifying any of
        the Seller Disclosure Schedules hereunder or Buyer's
        rights hereunder, Seller has agreed to provide to Buyer,
        by January 8, 2003, a true and correct schedule of Broker
        Loans as of December 31, 2002, and by January 15, 2003,
        true and correct schedules of broker production and
        broker assets (as they relate to the Brokerage Business)
        and the vesting schedules all as of December 31, 2002
        under the Wealth Plus Plan. For the purpose of the rights
        and obligations of the parties hereunder, any such
        additional or supplemental schedules shall not be deemed
        to have been disclosed as of the date of this Agreement
        or as of the Brokerage Closing Date and shall not in any
        way negatively affect the rights and remedies of Buyer in
        respect of the representations and warranties made by
        Seller on the date of the Agreement or this Amendment.</p>
        <p>Section 6.21 is added after Section 6.20 and will
        read:</p>
        <p>&quot;6.21 <u>Adjustment of Zero Coupon Note</u>. (a)
        Seller shall prepare and deliver to Buyer a statement
        (the &quot;<u>December Broker Notes Statement</u>&quot;),
        setting forth in reasonable detail, as of December 31,
        2002, the amortized amount outstanding for each Broker
        Loan. The December Broker Notes Statement shall be
        delivered to the Buyer no later than six (6) days after
        the Brokerage Closing Date. Immediately and
        automatically, without any further action on the part of
        either of Buyer or Seller, following the delivery of the
        December Broker Notes Statement, the principal sum of the
        Zero Coupon Note shall be either increased or decreased,
        as appropriate, to reflect the aggregate outstanding
        amount of Broker Loans as set forth on the December
        Broker Notes Statement. After such adjustment, for all
        intents and purposes, the principal sum of the Zero
        Coupon Note shall be equal to the aggregate amount of
        Broker Loans.</p>
        <p>(b) If any of the notes evidencing the Broker Loans
        (the &quot;<u>Broker Notes</u>&quot;) shall be assigned
        to Buyer after the Brokerage Closing Date (each such
        Broker Note, a &quot;<u>Post-closing Broker Note</u>&quot;),
        Seller and Buyer shall promptly increase the amount
        outstanding on the Zero Coupon Note equal to the
        amortized outstanding amount of such Post-closing Broker
        Note.&quot;</p>
        <p>Section 6.22 is added after Section 6.21 and will
        read:</p>
        <p>&quot;6.22 <u>Broker Notes Letter</u>. Buyer and
        Seller agree that they will abide by the terms of that
        certain letter dated December 30, 2002 (the &quot;<u>Broker
        Notes Letter</u>&quot;), from Buyer and Seller to the
        NYSE pursuant to which Buyer and Seller have agreed to
        revise documents, as may be necessary, relating to the
        Proposed Transaction (as defined in the Broker Notes
        Letter) by January 15, 2003 so that the Broker Loans will
        be contributed from Buyer to Fahnestock. In the event
        that such Broker Loans are contributed by Buyer to
        Fahnestock in accordance with the terms of the Broker
        Notes Letter, Seller shall (i) terminate the Broker Notes
        Pledge Agreement, dated as of January 2, 2003, between
        Buyer and Company, (ii) promptly deliver all Broker Notes
        to Buyer and (iii) execute and deliver, upon the
        reasonable request of Buyer and at Buyer's sole cost and
        expense, such further instruments and documents,
        including but not limited to termination statements under
        the Uniform Commercial Code, and to take such further
        actions as Buyer may reasonably request to fully effect
        the foregoing releases, terminations and
        discharges.&quot;</p>
        <p>Section 6.24 is added after Section 6.23 and will
        read:</p>
        <p>&quot;From and after the Brokerage Closing Date, if
        Seller determines, due to regulatory requirements, that
        the accounts of Seller's directors, officers and
        employees must be moved to Seller (or its representatives
        or agents), Seller shall notify Buyer, and Buyer shall
        cooperate with Seller in connection with moving such
        accounts, and Buyer and Seller agree that Seller's
        administration and maintenance of such accounts shall be
        deemed to not violate the terms of the Non-Competition
        Agreement.&quot;</p>
    </blockquote>
</blockquote>

<p align="center"><b>ARTICLE VIII OF THE AGREEMENT</b></p>

<blockquote>
    <blockquote>
        <p>Section 8.01 (g) is amended to include the words
        &quot;(other than the consents set forth in Section
        4.02(b) of <u>Seller Disclosure Schedule</u>)&quot; after
        the words &quot;All material licenses, Permits, consents,
        approvals, estoppels and authorizations of all third
        parties&quot;.</p>
        <p>Sections 8.01 (i), (j), (k) and (l) are added
        immediately after Section 8.01(h):</p>
        <p>&quot;(i). Seller shall have caused Patricia Bourdon,
        Joyce Burns, Kathryn G. Casparian, Elliot Ganz, Bruce
        Renihan, Gregory Rodriguez and Paul Rubacky, directors
        and officers of OLA, to have tendered to OLA, effective
        as of the Brokerage Closing Date, their resignations as
        directors and officers of OLA.&quot;</p>
        <p>&quot;(j). Seller shall have delivered to Buyer the
        certificates evidencing ownership of the OLA Shares by
        Company, endorsed in blank or accompanied by separate
        stock powers duly executed in blank.&quot;</p>
        <p>&quot;(k). Seller shall have caused the certificates
        evidencing ownership of the OTA Shares owned by Mr.
        Harold Perkins, endorsed in blank or accompanied by
        separate stock powers duly executed in blank, to be
        delivered to Buyer.&quot;</p>
    </blockquote>
</blockquote>

<p align="center"><b>ARTICLE X TO THE AGREEMENT</b></p>

<blockquote>
    <blockquote>
        <p>The references to Section 4.15 is deleted from Section
        10.02.</p>
        <p>The word &quot;or&quot; immediately before Section
        10.03(g) and Section 10.03(g) itself are deleted and
        replaced with: &quot;(g) any liabilities, obligations or
        claims of or against Buyer or any of its Affiliates, or
        any of their officers, directors or employees relating to
        actions taken by Buyer or any of its Affiliates pursuant
        to Section 2.10; (h) the failure to receive approval (or
        non-disapproval, as the case may be) for the Insurance
        Agencies, under Section 2(n) of Article&nbsp;21.07 of the
        Texas Insurance Code for the acquisition of control; (i)
        the inability or impairment of OLA's and/or OTA's ability
        to conduct its/their business (as presently conducted) as
        a result of the consummation of this Agreement; (j)
        Sections 2.07(b)(ii) (as it relates to the Insurance
        Agencies), 4.01 (as it relates to the Insurance
        Agencies), 4.02 (as it relates to the Insurance
        Agencies), 4.03(d), 4.03(e), 4.03(f), 4.06(d), 4.06(e),
        4.09(d), 4.12(d)-(h), 4.25, 4.26, 4.27, 4.28 and 4.29) on
        or after the Brokerage Closing Date; (k) the failure of
        Seller to obtain the consents and approvals set forth in
        Sections 2.09 or 6.19; (l) any of the accounts listed on
        Section 2.15 of the <u>Seller Disclosure Schedule</u> on
        or prior to Conversion; (m) the Insurance Agencies'
        inability (or impairment in their ability) to conduct
        insurance business in any state as a result of not having
        had any of their insurance Permits renewed in any state
        set forth in Section&nbsp;4.01(a) of the <u>Seller
        Disclosure Schedule</u> or as a result of not having
        registered in any state set forth in Section&nbsp;4.01(a)
        of the <u>Seller Disclosure Schedule</u> as a foreign
        corporation or as a result of anything disclosed on
        Section&nbsp;4.01(a) of the <u>Seller Disclosure Schedule</u>;
        or (n) the breach of any representation, warranty, or
        covenant of &quot;Licensor&quot; contained in the License
        Agreement dated July 22, 1997 by and between Oppenheimer
        Holdings, Inc. and Oppenheimer Capital, existing as of
        the Brokerage Closing Date or arising out of the facts,
        conditions or circumstances that existed or occurred
        prior to the Brokerage Closing Date or any other action
        or failure to act on or before the Brokerage Closing Date
        which gives rise to an obligation of &quot;Licensor&quot;
        to indemnify &quot;Licensee&quot; pursuant to such
        agreement; (the items referred to in clauses (a) through
        (n) being referred to herein as the &quot;<u>Seller
        Claims</u>&quot;).&quot;</p>
        <p>The words &quot;(other than pursuant to Sections
        2.07(b)(ii) (as it relates to the Insurance Agencies),
        4.01 (as it relates to the Insurance Agencies), 4.02 (as
        it relates to the Insurance Agencies), 4.03(d), 4.03(e),
        4.03(f), 4.06(d), 4.06(e), 4.09(d), 4.12(d)-(h), 4.25,
        4.26, 4.27, 4.28, 4.29, 6.17 and Section 6.18)&quot; are
        inserted after Section 10.03(m) immediately after the
        words &quot;provided, however, that Seller Parent and
        Company shall have no obligations to indemnify the Buyer
        Indemnitees for any Seller Claims &quot;. </p>
        <p>The words &quot;(other than pursuant to Section
        6.17)&quot; currently appearing after Section 10.03(g)
        and immediately following the words &quot; that Seller
        Parent and Company shall have no obligation to indemnify
        the Buyer Indemnitees for any Seller Claims&quot; are
        deleted.</p>
        <p>The following paragraph is added in Section 10.04:</p>
        <p>&quot;Notwithstanding anything herein to the contrary,
        the limitation on Seller Parent's and Company's liability
        to indemnify Buyer Indemnitees as set forth in this
        Section 10.04 will not apply to any claims made by Buyer
        Indemnitees for breach of any representation or warranty
        made by Seller Parent or Company in Sections 4.01 (as it
        relates to the Insurance Agencies), 4.02 (as it relates
        to the Insurance Agencies), 4.03(d), 4.03(e), 4.03(f),
        4.06(d), 4.06(e), 4.12(d)-(h), 4.25, 4.26, 4.27, 4.28,
        and 4.29 and any indemnification made pursuant to a
        breach of any such representation or warranty would not
        be computed for purpose of determining the limitation on
        indemnification set forth in Section 10.04(b).&quot;</p>
        <p>The words &quot;, the Broker Notes Letter, the
        Saperstein Letter and the Wealth Plus Letter,&quot; are
        inserted after the words &quot;the Ancillary
        Agreements&quot; in Section 11.04.</p>
    </blockquote>
</blockquote>

<p>Except as expressly amended hereby, the Agreement remains in
full force and effect in accordance with its terms. From and
after the date hereof, all references in the Agreement to the
&quot;Agreement,&quot; &quot;hereunder,&quot; &quot;hereof,&quot;
&quot;herein,&quot; or words of similar import shall mean the
Agreement as amended by this Amendment.</p>

<p><b>IN WITNESS WHEREOF</b>, the parties have executed or caused
this Agreement as of the date first written above.</p>

<p>FAHNESTOCK VINER HOLDINGS INC.</p>

<p><u>/s/ A.G. Lowenthal </u></p>

<p>Name: A. G. Lowenthal</p>

<p>Title: Chief Executive Officer and Chairman of the Board</p>

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<p>VINER FINANCE INC.</p>

<p><u>/s/ A.G. Lowenthal </u></p>

<p>Name: A. G. Lowenthal</p>

<p>Title: Chief Executive Officer and Chairman of the Board</p>

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<p>CIBC WORLD MARKETS CORP.</p>

<p><u>/s/ Antonio Molestino </u></p>

<p>Name: Antonio Molestino</p>

<p>Title: Managing Director</p>

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<p>CANADIAN IMPERIAL BANK OF COMMERCE</p>

<p><u>/s/ Roy Sciani </u></p>

<p>Name: Roy Sciani</p>

<p>Title: Senior Vice-President</p>
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EXHIBIT 10.6
FAHNESTOCK VINER HOLDINGS INC.
FORM 8-K DATED JANUARY 17, 2003
SHAREHOLDERS AGREEMENT

<p align="center"><b>SHAREHOLDERS AGREEMENT</b></p>

<p>SHAREHOLDERS AGREEMENT, dated as of December 9, 2002 (this
&quot;<b>Agreement</b>&quot;), by and among (i) Fahnestock Viner
Holdings Inc., an Ontario corporation (the &quot;<b>Company</b>&quot;),
(ii) Albert G. Lowenthal (&quot;<b>Significant Shareholder I
Individual</b>&quot;), Phase II Financial L.P., a New York
limited partnership (&quot;<b>Significant Shareholder I L.P.</b>&quot;),
Phase II Financial Limited, an Ontario corporation (&quot;<b>Significant
Shareholder I Limited</b>&quot;), The Albert G. Lowenthal
Foundation (the &quot;<b>Foundation</b>&quot; and together with
Significant Shareholder I Individual, Significant Shareholder I
L.P., and Significant Shareholder I Limited the &quot;<b>Significant
Shareholder I Group</b>&quot;), and (iii) Olga Roberts (&quot;<b>Significant
Shareholder II Individual</b>&quot;) and Elka Estates Limited, an
Ontario corporation (&quot;<b>Significant Shareholder II Limited</b>&quot;
and together with Significant Shareholder II Individual, the
&quot;<b>Significant Shareholder II Group</b>&quot;).</p>

<p>WHEREAS, the parties hereto have entered into a Stakeholders
Agreement, dated as of the date hereof (the &quot;<b>Stakeholders
Agreement</b>&quot;), with Canadian Imperial Bank of Commerce, a
bank under the laws of Canada, for the purpose of governing
certain aspects of the relationships among them; and</p>

<p>WHEREAS, the parties hereto desire to enter into this
Agreement, in addition to the Stakeholders Agreement, for the
purpose of governing certain aspects of the relationships between
the Significant Shareholder I Group and the Significant
Shareholder II Group.</p>

<p>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:</p>

<p align="center"><b><br>
DEFINITIONS</b></p>

<p><b>Certain Definitions</b>. For purposes of this Agreement,
the following terms have the following meanings:</p>

<p>&quot;<b>Affiliate</b>&quot; 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,
&quot;control&quot; 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 &quot;controlling&quot; and &quot;controlled&quot; have
meanings correlative to the foregoing. </p>

<p>&quot;<b>Beneficially Own</b>&quot; and &quot;<b>Beneficial
Ownership</b>&quot; shall have the meanings ascribed to such
terms in Rules 13d-3 and 13d-5 under the Exchange Act; <u>provided</u>
that a Person shall be deemed to have beneficial ownership of all
securities that such Person has the right to acquire, whether
such right is exercisable immediately or only after the passage
of time.</p>

<p>&quot;<b>Board</b>&quot; means the board of directors of the
Company. </p>

<p>&quot;<b>Class A Shares</b>&quot; means the Class A non-voting
shares of the Company.</p>

<p>&quot;<b>Class B Shares</b>&quot; means the Class B voting
shares of the Company.</p>

<p>&quot;<b>Company</b>&quot; shall have the meaning set forth in
the Preamble. </p>

<p>&quot;<b>Co-Sale Notice</b>&quot; shall have the meaning set
forth in Section 3.1.</p>

<p>&quot;<b>Co-Sale Offered Shares</b>&quot; shall have the
meaning set forth in Section 3.1.</p>

<p>&quot;<b>Co-Sale Option Period</b>&quot; shall have the
meaning set forth in Section 3.2.</p>

<p>&quot;<b>Co-Sale Right Holders</b>&quot; shall have the
meaning set forth in Section 3.3.</p>

<p>&quot;<b>Drag Along Notice</b>&quot; should have the meaning
set forth in Section 4.2.</p>

<p>&quot;<b>Drag Along Right</b>&quot; shall have the meaning set
forth in Section 4.1. </p>

<p>&quot;<b>Drag Along Sale</b>&quot; shall have the meaning set
forth in Section 4.1.</p>

<p>&quot;<b>Market Value</b>&quot; means the average of the last
reported sale price for the Class A Shares on the NYSE for the 5
consecutive Business Days ending three Business Days prior to the
Put Closing Date.</p>

<p>&quot;<b>Offeror</b>&quot; shall have the meaning set forth in
Section 3.1.</p>

<p>&quot;<b>Ontario Securities Act</b>&quot; means the Securities
Act (Ontario), as amended.</p>

<p>&quot;<b>Participating Shareholder</b>&quot; shall have the
meaning set forth in Section 3.2.</p>

<p>&quot;<b>Permitted Transferee</b>&quot; means, with respect to
the Shareholders, the following:</p>

<p>if such Shareholder is an individual, such Shareholder's
parent, spouse, brother or sister, natural or adopted lineal
descendant or spouse of such descendant including pursuant to a
will or under the laws of intestacy, descent and distribution; </p>

<p>a trust, whether <u>inter</u> <u>vivos</u> or testamentary,
limited liability company, corporation, partnership or other
entity, of which only such Shareholder and/or any Person or
Persons named in clause (a) above is a beneficiary, member,
partner, shareholder or owner (&quot;<b>related entity</b>&quot;);
</p>

<p>the settlor or settlors or beneficiary or beneficiaries of a
trust that is a related entity; </p>

<p>the shareholders, members, partners or owners of a
corporation, limited liability company, partnership or other
entity that is a related entity; </p>

<p>if such Shareholder is a member of Significant Shareholder I
Group, any other member of Significant Shareholder I Group or any
Permitted Transferee thereof; <u>provided</u> that Significant
Shareholder I Individual maintains the power to vote or direct
the voting of such transferred Class B Shares; or</p>

<p>if such Shareholder is a member of Significant Shareholder II
Group, any other Shareholder or any Permitted Transferee thereof.
</p>

<p>&quot;<b>Person</b>&quot; means any individual, sole
proprietorship, limited liability company, joint venture,
corporation, partnership, association, trust, or any other entity
or organization, including a government or political subdivision
or an agency or instrumentality thereof.</p>

<p>&quot;<b>Put Closing Date</b>&quot; shall have the meaning set
forth in Section 5.1.</p>

<p>&quot;<b>Put Notice</b>&quot; shall have the meaning set forth
in Section 5.1.</p>

<p>&quot;<b>Put Purchase Price</b>&quot; shall have the meaning
set forth in Section 5.2.</p>

<p>&quot;<b>Put Right</b>&quot; shall have the meaning set forth
in Section 5.1.</p>

<p>&quot;<b>Pro Rata Amount</b>&quot; means, as to a Right of
Co-Sale, the number of Class B Shares obtained by multiplying the
number of Class B Shares held by the Participating Shareholder
immediately prior to such sale by a fraction, the numerator of
which is the number of Class B Shares proposed to be sold to the
Offeror by the Selling Holder, and the denominator of which is
the number of Class B Shares held by the Significant Shareholder
I Group immediately prior to such sale.</p>

<p>&quot;<b>Right of Co-Sale</b>&quot; means the right of co-sale
provided to the members of Significant Shareholder II Group in
Article III of this Agreement.</p>

<p>&quot;<b>Selling Holder</b>&quot; shall have the meaning set
forth in Section 3.1.</p>

<p>&quot;<b>Shareholders</b>&quot; means, collectively,
Significant Shareholder I Individual, Significant Shareholder I
L.P., Significant Shareholder I Limited, the Foundation,
Significant Shareholder II Individual, and Significant
Shareholder II Limited.</p>

<p>&quot;<b>Significant Shareholder I Group</b>&quot; shall have
the meaning set forth in the preamble hereto.</p>

<p>&quot;<b>Significant Shareholder II Group</b>&quot; shall have
the meaning set forth in the preamble hereto.</p>

<p>&quot;<b>Stakeholders Agreement</b>&quot; shall have the
meaning set forth in the Recitals hereto.</p>

<p>&quot;<b>Subsidiary</b>&quot; means, with respect to any
Person, any corporation, partnership, limited liability company,
trust or other entity of which a majority of the capital stock,
equity interests or other ownership interests having ordinary
voting power to elect a majority of the board of directors or
elect or appoint other persons performing similar functions are
at the time, directly or indirectly, owned by such Person.</p>

<p>&quot;<b>Transfer</b>&quot; shall have the meaning set forth
in Section 2.1.</p>

<p>&quot;<b>U.S. Securities Act</b>&quot; means the United States
Securities Act of 1933, as amended.</p>

<p align="center"><b><br>
CERTAIN COVENANTS<br>
</b></p>

<p><b>Transfer Restrictions</b></p>

<p>. No Shareholder may (and any purported Transfer in violation
of this Agreement shall be null and void and of no force and
effect), directly or indirectly (including through the Transfer
of a controlling interest in a controlled Affiliate), sell,
transfer, assign, grant a participation in, option, pledge,
hypothecate, encumber or otherwise dispose of by operation of law
or otherwise (each, a &quot;<b>Transfer</b>&quot;), any or all of
its Class B Shares, except:</p>

<p>subject to Section 2.2(a), any Class B Shares may be
Transferred to a Permitted Transferee of such Shareholder;</p>

<p>subject to Section 2.2(b) and Article III hereof, as
applicable, upon delivery to the Company of a written opinion of
legal counsel (who shall be reasonably satisfactory to the
Company) addressed to the Company and in form and substance
reasonably satisfactory to the Company to the effect that the
proposed Transfer may be effected without registration under the
U.S. Securities Act; </p>

<p>subject to Section 2.2(b) and Article III hereof, as
applicable, upon delivery of a &quot;no action&quot; letter from
the SEC to the effect that the making of such a Transfer without
registration under the U.S. Securities Act will not result in a
recommendation by the staff of the SEC that action be taken with
respect thereto; or</p>

<p>subject to Section 2.2(b) and Article III hereof, as
applicable, upon delivery to the Company of a written opinion of
legal counsel (who shall be reasonably satisfactory to the
Company) addressed to the Company and in form and substance
reasonably satisfactory to the Company to the effect that the
manner in which the proposed Transfer is to be effected (x) does
not require the Company or the transferring Shareholder to file
and obtain a receipt for a prospectus by virtue of compliance by
the transferring Shareholder with an exemption from the
prospectus requirements of the Ontario Securities Act, and (y) is
exempt from the prospectus requirements of Sections 95 to 100 of
the Ontario Securities Act. </p>

<p><b>Agreement to be Bound</b></p>

<p>.<b> </b></p>

<p>No Class B Shares shall be Transferred to any Permitted
Transferees unless:</p>

<blockquote>
    <blockquote>
        <p>such Permitted Transferee shall have agreed in
        writing, in a manner reasonably acceptable in form and
        substance to the Company, (x) to accept the Class B
        Shares Transferred to it subject to the terms and
        conditions of this Agreement, and (y) to be bound by this
        Agreement in the same manner as was the transferor of the
        Class B Shares Transferred; and </p>
        <p>the Company shall have received (i) a written opinion
        of legal counsel (who shall be reasonably satisfactory to
        the Company) addressed to the Company and in form and
        substance reasonably satisfactory to the Company to the
        effect that the proposed Transfer may be effected without
        registration under the U.S. Securities Act or (ii) a
        &quot;no action&quot; letter from the SEC to the effect
        that the making of such a Transfer without registration
        under the U.S. Securities Act will not result in a
        recommendation by the staff of the SEC that action be
        taken with respect thereto or (iii) a written opinion of
        legal counsel (who shall be reasonably satisfactory to
        the Company) addressed to the Company and in form and
        substance reasonably satisfactory to the Company to the
        effect that the manner in which the proposed Transfer is
        to be effected (x) does not require the Company or the
        transferor to file and obtain a receipt for a prospectus
        by virtue of compliance by the transferor with an
        exemption from the prospectus requirements of the Ontario
        Securities Act, and (y) is exempt from the take-over bid
        requirements of Sections 95 to 100 of the Ontario
        Securities Act.</p>
    </blockquote>
</blockquote>

<p>No Class B Shares shall be Transferred pursuant to Section
2.1(b), (c) or (d) unless such transferee (other than a Permitted
Transferee) shall have agreed in writing, in a manner reasonably
acceptable in form and substance to the Company, (x) to accept
the Class B Shares Transferred to it subject to the terms and
conditions of this Agreement, and (y) to be bound by the
restrictions and obligations in this Agreement in the same manner
as was the transferor of the Class B Shares Transferred.</p>

<p align="center"><b><br>
RIGHT OF CO-SALE</b></p>

<p><b>Co-Sale Right</b>. At any time that any member of
Significant Shareholder I Group (the &quot;<b>Selling Holder</b>&quot;)
desires to Transfer any Class B Shares Beneficially Owned by it
to other than a Permitted Transferee, the Selling Holder shall
first deliver written notice of its desire to do so (the &quot;<b>Co-Sale
Notice</b>&quot;) to each member of Significant Shareholder II
Group (the &quot;<b>Co-Sale Shareholders</b>&quot;). The Co-Sale
Notice shall specify: (i) the name and address of the Person or
Persons to which the Selling Holder proposes to Transfer the
Class B Shares (the &quot;<b>Offeror</b>&quot;), (ii) the number
of Class B Shares the Selling Holder proposes to Transfer (the
&quot;<b>Co-Sale Offered Shares</b>&quot;), (iii) the total
consideration to be delivered to the Selling Holder for the
proposed Transfer and the consideration for each Class B Share
the Selling Holder proposes to Transfer, and (iv) all other
material terms and conditions of the proposed transaction.</p>

<p><b>Election to Participate</b>. Each member of the Significant
Shareholder II Group may within the 30 day period after delivery
of the Co-Sale Notice (the &quot;<b>Co-Sale Option Period</b>&quot;)
notify the Selling Holder of such member's desire to participate
in the sale of the Co-Sale Offered Shares and to sell, at the
price per Class B Share and on the terms set forth in the Co-Sale
Notice, a number of Class B Shares Beneficially Owned by such
member up to such member's Pro Rata Amount. Each member of the
Significant Shareholder II Group which has so notified the
Selling Holder within the Co-Sale Option Period of its desire to
sell Class B Shares in the transaction (a &quot;<b>Participating
Shareholder</b>&quot;) shall be entitled to do so, subject to
cut-back as set forth in Section 3.3.</p>

<p><b>Procedure</b>. The Selling Holder shall use its best
efforts to interest the Offeror in purchasing, in addition to the
Co-Sale Offered Shares, the Class B Shares which the
Participating Shareholders wish to sell. If the Offeror does not
wish to purchase all of the Class B Shares made available by the
Selling Holder and the Participating Shareholders (the Selling
Holder and the Participating Shareholders being hereinafter
referred to collectively as &quot;<b>Co-Sale Right Holders</b>&quot;),
then each Co-Sale Right Holder shall be entitled to sell a
portion of the Class B Shares being sold to the Offeror obtained
by multiplying the number of Class B Shares that the Offeror is
willing to purchase by a fraction, the numerator of which is the
number of Class B Shares such Co-Sale Right Holder has proposed
to sell to the Offeror, and the denominator of which is the
number of Class B Shares that all of the Co-Sale Right Holders
have proposed to sell to the Offeror. The transaction
contemplated by the Co-Sale Notice shall be consummated not later
than 90 days after the expiration of the Co-Sale Option Period.</p>

<p><b>Sale of Co-Sale Offered Shares After the Expiration of the
Co-Sale Right</b>. If the members of Significant Shareholder II
Group irrevocably waive their Right of Co-Sale pursuant to this
Article III with respect to a specific Transfer, or otherwise do
not indicate their wish to participate in such Transfer during
the Co-Sale Option Period, then the Selling Holder shall have the
right, but not the obligation, to secure a bona fide sale of all,
but not less than all, of the Co-Sale Offered Shares to a third
party and Transfer such Co-Sale Offered Shares to such third
party at a price equal to the price and on terms and conditions
no less favorable to the Selling Holder than the terms and
conditions described in the Co-Sale Option Period; <u>provided</u>
that such Transfer to the bona fide third party is consummated
within 90 days following the Co-Sale Option Period upon the same
terms and conditions as are set forth in the Co-Sale Notice (it
being agreed that if such Transfer is not consummated within such
90-day period, the Selling Holder must re-commence the applicable
procedures provided in this Agreement if it wishes to Transfer
any Class B Shares).</p>

<p align="center"><b><br>
DRAG ALONG RIGHT</b></p>

<p><b>Drag Along Right</b>. In the event that the Significant
Shareholder I Group proposes to Transfer (other than a pledge of
Class B Shares in connection with a financing) all the Class B
Shares Beneficially Owned by it on the date of such Transfer to a
Person other than a Permitted Transferee, whether by way of a
merger, consolidation, sale or exchange of securities or
otherwise and the proposed Transfer is at arms length and its
terms are commercially reasonable, the Significant Shareholder I
Group shall have the right (the &quot;<b>Drag Along Right</b>&quot;)
to require the members of the Significant Shareholder II Group to
Transfer all Class B Shares Beneficially Owned by them to such
proposed transferee upon the same terms and conditions offered to
the Significant Shareholder I Group (the &quot;<b>Drag Along Sale</b>&quot;).</p>

<p><b>Drag Along Notice</b>. Before the Significant Shareholder I
Group may exercise its Drag Along Right hereunder, the
Significant Shareholder I Group must give to the members of the
Significant Shareholder II Group, a written notice (the &quot;<b>Drag
Along Notice</b>&quot;) stating (i) the Significant Shareholder I
Group's bona fide intention to Transfer all of its Class B Shares
and the name and address of the proposed transferee; and (ii) the
bona fide cash price or, in reasonable detail, other
consideration, per share for which the Significant Shareholder I
Group proposes to Transfer such Class B Shares.</p>

<p><b>Procedures</b>. The Significant Shareholder II Group shall
take all actions reasonably requested by the Significant
Shareholder I Group in connection with the consummation of such
sale, and within 15 Business Days of the receipt of such Drag
Along Notice (or such longer period of time as the Significant
Shareholder I Group shall designate in such notice), shall cause
all of its Class B Shares to be sold to the designated purchaser
on the same terms and conditions and for the same type and amount
of consideration as the Class B Shares being sold by the
Significant Shareholder I Group. In furtherance of the foregoing,
in connection with a Drag Along Sale, the Significant Shareholder
II Group shall (i) raise no objections against the Drag Along
Sale or the process pursuant to which it was arranged, except
where such Significant Shareholder II Group has a reasonable
suspicion of fraud, dishonesty or misconduct in connection
therewith and (ii) execute all documents containing such terms
and conditions as those executed by Significant Shareholder I
Group as reasonably directed by the Significant Shareholder I
Group, to the extent permitted by law.</p>

<p><b>Closing of the Drag Along Sale</b>. The closing of the Drag
Along Sale shall be held at such time and place as the
Significant Shareholder I Group shall specify and at least five
days' notice of the time and place of the closing shall be given
to the Significant Shareholder II Group. At such closing, the
Significant Shareholder II Group shall deliver certificates
representing the Class B Shares to be Transferred and such Class
B Shares shall be free and clear of any liens, claims or
encumbrances (other than restrictions imposed pursuant to
applicable federal and state securities laws or by the buyer
thereof) and the Significant Shareholder II Group shall so
represent and warrant.</p>

<p><b>Other Rights</b>. If a Significant Shareholder I Group
exercises its Drag Along Right, the Significant Shareholder II
Group required to participate in such Transfer shall have no
rights under Articles IV or VI of this Agreement with respect to
such Transfer.</p>

<p align="center"><b><br>
PUT RIGHT</b></p>

<p><b>Put Right</b>. Subject to the terms and conditions hereof
for so long as the Significant Shareholder II Group holds any
Class B Shares, it shall be entitled, in its sole discretion, by
giving written notice (the &quot;<b>Put Notice</b>&quot;) to the
Significant Shareholder I Group, to require the Significant
Shareholder I Group to purchase at the Put Purchase Price (the
&quot;<b>Put Right</b>&quot;), any of the Class B Shares
Beneficially Owned by it. The Put Notice shall specify such
amount of Class B Shares to be sold, shall contain a commitment
to sell such Class B Shares in the manner set forth in this
Section 5.1 and shall specify the date (the &quot;<b>Put Closing
Date</b>&quot;) such Class B Shares are to be sold (which date
shall be 13 Business Days after the Put Notice is delivered or,
if such date is not a Business Day, the following Business Day).
Notwithstanding anything contained herein to the contrary, the
Significant Shareholder II Group shall have the right to withdraw
any Put Notice and to cancel the sale of the Class B Shares
pursuant thereto by delivering a written notice of its desire to
do so to the Significant Shareholder I Group no later than 2
Business Days prior to the Put Closing Date. </p>

<p><b>Put Purchase Price</b>. The purchase price for any Class B
Share being purchased pursuant to a Put Right (the &quot;<b>Put
Purchase Price</b>&quot;) shall be equal to the Market Value
multiplied by the number of Class B Shares being sold pursuant to
such Put Right.</p>

<p><b>Put Right Closing</b>. The consummation of the transactions
pursuant to an exercised Put Right shall take place on the Put
Closing Date in accordance with this Section 5.3. On the Put
Closing Date, the Significant Shareholder I Group shall pay the
Put Purchase Price to the Significant Shareholder II Group by
cashier's check or wire transfer of immediately available funds
to an account or accounts designated by the Significant
Shareholder II Group in exchange for the Class B Shares being
purchased. The consideration for the Class B Shares sold pursuant
to the Put Right shall be divided <i>pro rata</i> between the
members of the Significant Shareholder II Group based on the
relative amounts of Class B Shares sold by each such member or as
such members may otherwise agree. The purchase of the Class B
Shares pursuant to the Put Right and the payment of the Put
Purchase Price shall be made <i>pro rata</i> by the members of
the Significant Shareholder I Group based on the relative amounts
of Class B Shares Beneficially Owned by each such member of the
Significant Shareholder I Group or as such members may otherwise
agree. The Significant Shareholder II Group shall cause the Class
B Shares being purchased to be delivered to the Significant
Shareholder I Group at the closing free and clear of all liens,
charges or encumbrances of any kind. The Significant Shareholder
II Group shall take all such actions as the Significant
Shareholder I Group reasonably requests to vest in the
Significant Shareholder I Group title to the Put Securities being
purchased free of any lien, charge or encumbrance incurred by or
through the Significant Shareholder II Group.</p>

<p><a name="_Toc26706850"><b>Trading Restrictions</b></a><b>. </b>Each
of the Shareholders agrees that he, she or it shall refrain from,
during the period between the date on which the Put Notice is
delivered and three Business Days prior to the Put Closing Date,
(a) trading Class A Shares or (b) taking any action with the
intent of, directly or indirectly, manipulating or otherwise
influencing the market value of the Class A Shares. </p>

<p align="center"><b><br>
MISCELLANEOUS PROVISIONS</b></p>

<p><b>Entire Agreement</b>. This Agreement and the exhibits,
schedules and other documents referred to herein which form a
part hereof, contain the entire understanding of the parties
hereto with respect to their subject matter. This Agreement
supersedes all prior agreements (including the Shareholders'
Agreement, dated the 16th day of October, 1985, among Significant
Shareholder I Limited, Significant Shareholder II Limited and the
Company, which shall terminate as of the date hereof and be of no
further force or effect) and understandings, oral and written,
with respect to its subject matter.</p>

<p><b>Severability</b>. Should any provision of this Agreement
for any reason be declared invalid or unenforceable, such
decision shall not affect the validity or enforceability of any
of the other provisions of this Agreement, which other provisions
shall remain in full force and effect and the application of such
invalid or unenforceable provision to persons or circumstances
other than those as to which it is held invalid or unenforceable
shall be valid and be enforced to the fullest extent permitted by
law.</p>

<p><b>Notices</b>. All notices, requests, demands, waivers and
other communications required or permitted to be given under this
Agreement shall be in writing and shall be deemed to have been
duly given if delivered personally, by mail (certified or
registered mail, return receipt requested), by recognized
overnight courier or by facsimile transmission (receipt of which
is confirmed):</p>

<blockquote>
    <blockquote>
        <blockquote>
            <blockquote>
                <p>(i) if to the Company, to: </p>
                <p>Fahnestock Viner Holdings Inc.<br>
                20 Eglinton Avenue West<br>
                Suite 1110, Box 2015<br>
                Toronto Ontario M4R 1K8<br>
                CANADA<br>
                Fax: (416) 322-7007<br>
                Attention: E.K. Roberts</p>
                <p>with a copy to:</p>
                <p>Borden Ladner Gervais LLP<br>
                Scotia Plaza, Suite 4400<br>
                40 King Street West<br>
                Toronto, Ontario M5H 3Y4<br>
                CANADA<br>
                Attention: A. Winn Oughtred, Esq.<br>
                Telephone: (416) 367-6247<br>
                Facsimile: (416) 361-7076<br>
                Email: woughtred@blgcanada.co</p>
                <p>(ii) if to Significant Shareholder I
                Individual, Significant Shareholder I L.P.,
                Significant Shareholder I Limited or the
                Foundation:</p>
            </blockquote>
        </blockquote>
    </blockquote>
</blockquote>

<blockquote>
    <blockquote>
        <blockquote>
            <blockquote>
                <p>Phase II Financial Ltd.<br>
                c/o Fahnestock &amp; Co., Inc.<br>
                125 Broad Street<br>
                New York, NY 10004<br>
                Fax: (212) 943-8728<br>
                Attention: Albert G. Lowenthal</p>
                <p>with a copy to:</p>
                <p>Skadden, Arps, Slate, Meagher &amp; Flom LLP<br>
                Four Times Square<br>
                New York, NY 10036-6522<br>
                Fax: (212) 735-2000<br>
                Attention: Patricia Moran, Esq.</p>
                <p>(iii) if to Significant Shareholder II
                Individual or Significant Shareholder II Limited:</p>
            </blockquote>
        </blockquote>
    </blockquote>
</blockquote>

<blockquote>
    <blockquote>
        <blockquote>
            <blockquote>
                <p>Elka Estates Limited<br>
                c/o Fahnestock Viner Holdings, Inc.<br>
                20 Eglinton Avenue West<br>
                Toronto, Ontario M4R 1K8 CANADA<br>
                Fax: (416) 322-7007<br>
                Attention: E.K. Roberts</p>
                <p>with a copy to:</p>
                <p>Borden Ladner Gervais LLP<br>
                Scotia Plaza, Suite 4400<br>
                40 King Street West<br>
                Toronto, Ontario M5H 3Y4<br>
                CANADA<br>
                Attention: A. Winn Oughtred, Esq.<br>
                Telephone: (416) 367-6247<br>
                Facsimile: (416) 361-7076<br>
                Email: woughtred@blgcanada.co</p>
            </blockquote>
        </blockquote>
    </blockquote>
</blockquote>

<p>or to such other person or address as any party shall specify
by notice in writing to the other party. All such notices,
requests, demands, waivers and communications shall be deemed to
have been received on the date on which so hand-delivered, on the
third Business Day following the date on which so mailed, on the
Business Day following the date on which delivered to the
overnight courier service and on the date on which faxed and
confirmed, except for a notice of change of address, which shall
be effective only upon receipt thereof. </p>

<p><b>Successors and Assigns</b>. This Agreement and all of the
provisions hereof shall be binding upon and inure to the benefit
of the parties hereto and their respective heirs, executors,
successors and permitted assigns. Except for Transfers in
accordance with Article II, neither this Agreement nor any of the
rights, interests or obligations hereunder shall be assigned,
directly or indirectly, by (i) any member of Significant
Shareholder I Group without the consent of the Significant
Shareholder II Group and the Company, and (ii) any member of
Significant Shareholder II Group, without the prior written
consent of the Significant Shareholder I Group and the Company.</p>

<p><b>Third-Party Beneficiaries</b>. This Agreement is not
intended and shall not be deemed to confer upon or give any
person except the parties hereto and their respective successors
and permitted assigns any remedy, claim, liability,
reimbursement, cause of action or other right under or by reason
of this Agreement.</p>

<p><b>Recapitalization, Etc.</b> In the event that any capital
stock or other securities are issued in respect of, in exchange
for, or in substitution of, any Class A Shares or Class B Shares
by reason of any reorganization, recapitalization,
reclassification, merger, consolidation, spin-off, partial or
complete liquidation, stock dividend, split-up, sale of assets,
distribution to Shareholders or combination of the Class A Shares
or the Class B Shares or any other change in capital structure of
the Company, appropriate adjustments shall be made with respect
to the relevant provisions of this Agreement so as to fairly and
equitably preserve, the original rights and obligations of the
parties hereto under this Agreement.</p>

<p><b>Amendments and Waivers</b>. This Agreement may not be
modified or amended except by an instrument or instruments in
writing signed by an authorized officer of each party. Except as
otherwise provided in this Agreement, any failure of any of the
parties to comply with any obligation, covenant, agreement or
condition herein may be waived by the party entitled to the
benefits thereof only by a written instrument signed by an
authorized officer of the party granting such waiver, but such
waiver or failure to insist upon strict compliance with such
obligation, covenant, agreement or condition shall not operate as
a waiver of, or estoppel with respect to, any subsequent or other
failure.</p>

<p><b>Fees and Expenses</b>. Except as otherwise contemplated in
this Agreement, whether or not this Agreement and the
transactions contemplated hereby are consummated, all costs and
expenses (including legal and financial advisory fees and
expenses) incurred in connection with, in anticipation of, or in
the enforcement of, this Agreement and the transactions
contemplated hereby shall be paid by the party incurring such
expenses.</p>

<p><b>Termination</b>. The covenants and agreements contained in
this Agreement shall terminate only expressly in accordance with
their respective terms. This Agreement shall terminate and the
rights and obligations of the parties hereto shall have no force
or effect upon the date as of which either the Significant
Shareholder I Group or the Significant Shareholder II Group no
longer Beneficially Owns any Class B Shares.</p>

<p><b>Headings</b>. The article and section headings contained in
this Agreement are solely for the purpose of reference, are not
part of the agreement of the parties and shall not in any way
affect the meaning or interpretation of this Agreement.</p>

<p><b>Governing Law</b>. THIS AGREEMENT, INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE, SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE PROVINCE OF ONTARIO
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OR CHOICE OF LAWS OR
ANY OTHER LAW THAT WOULD MAKE THE LAWS OF ANY OTHER JURISDICTION
OTHER THAN THE PROVINCE OF ONTARIO APPLICABLE HERETO.</p>

<p><b>Waiver of Jury Trial</b>. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR
THE TRANSACTIONS CONTEMPLATED HEREBY. </p>

<p><b>Consent to Jurisdiction</b>. Each of the parties hereto
expressly and irrevocably (a) consents to submit itself to the
exclusive jurisdiction of the Ontario Superior Court of Justice
in Toronto in the event any dispute arises out of or relates to
this Agreement or any of the transactions contemplated by this
Agreement, (b) agrees that it will not attempt to deny or defeat
such personal jurisdiction by motion or other request or leave
from such court, including, without limitation, a motion to
dismiss on the grounds of forum non conveniens, (c) agrees that
it will not bring any action arising out of or relating to this
Agreement or any of the transactions contemplated by this
Agreement in any court other than such court, and (d) waives any
right to a trial by jury with respect to any claim, counterclaim
or action arising out of or in connection with this Agreement or
the transactions contemplated hereby.</p>

<p><b>Specific Performance</b>. The parties hereto agree that if
any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached,
irreparable damage would occur, no adequate remedy at law would
exist and damages would be difficult to determine, and that the
parties shall be entitled to specific performance of the terms
hereof and immediate injunctive relief, without the necessity of
proving the inadequacy of money damages as a remedy, in addition
to any other remedy at law or equity.</p>

<p><b>Counterparts</b>. This Agreement may be executed
simultaneously in counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the
same instrument.</p>

<p><b>Construction</b>. </p>

<p>For the purposes hereof, (i) words in the singular shall be
held to include the plural and vice versa and words of one gender
shall be held to include the other genders as the context
requires, (ii) the words &quot;hereof,&quot; &quot;herein,&quot;
and &quot;herewith&quot; and words of similar import shall,
unless otherwise stated, be construed to refer to this Agreement
as a whole and not to any particular provision of this Agreement,
and article, section, paragraph, exhibit and schedule references
are to the articles, sections, paragraphs, and exhibits and
schedules of this Agreement unless otherwise specified, (iii) the
words &quot;including&quot; and words of similar import when used
in this Agreement shall mean &quot;including, without
limitation,&quot; unless otherwise specified, (iv) the word
&quot;or&quot; shall not be exclusive and (v) the Company and the
Significant Shareholders (and any other Person who becomes party
hereto as permitted hereby) will be referred to herein
individually as a &quot;party&quot; and collectively as
&quot;parties.&quot;</p>

<p>The parties have participated jointly in the negotiation and
drafting of this Agreement. In the event an ambiguity or question
of intent or interpretation arises, this Agreement shall be
construed as if drafted jointly by the parties and no presumption
or burden of proof shall arise favoring or disfavoring any party
by virtue of the authorship of any provisions of this Agreement.</p>

<p>Any reference to any federal, provincial, state, local statute
or law shall be deemed also to refer to all rules and regulations
promulgated thereunder, unless the context otherwise requires.</p>

<p>7.17 <b>Conflicts with Stakeholders Agreement</b>. In the
event that any provision contained in this Agreement conflicts
with any provision contained in the Stakeholders Agreement, the
provisions contained in the Stakeholders Agreement shall control.</p>

<p align="center">[Signature page follows]</p>

<p>IN WITNESS WHEREOF, each of the parties hereto has duly
executed this Agreement as of the date first above written.</p>

<p>FAHNESTOCK VINER HOLDINGS INC.</p>

<p>By:<u> /s/ A.G. Lowenthal</u> </p>

<p>Name: A.G. Lowethal</p>

<p>Title: </p>

<p><u>/s/ A.G. Lowenthal </u></p>

<p>Albert G. Lowenthal</p>

<p>&nbsp;</p>

<p>PHASE II FINANCIAL L.P.</p>

<p>By:<u> /s/ A.G. Lowenthal</u> </p>

<p>Its: General Partner</p>

<p>&nbsp;</p>

<p>PHASE II FINANCIAL LIMITED</p>

<p>By:<u> /s/ A.G. Lowenthal </u></p>

<p>Name: A.G. Lowenthal</p>

<p>Title: </p>

<p>THE ALBERT G. LOWENTHAL FOUNDATION</p>

<p>By:<u> /s/ A.G. Lowenthal </u></p>

<p>Name: A.G. Lowenthal</p>

<p>Title: </p>

<p>&nbsp;</p>

<p><u>/s/ Olga Roberts </u></p>

<p>Olga Roberts</p>

<p>ELKA ESTATES LIMITED</p>

<p>&nbsp;</p>

<p>By:<u> /s/ Olga Roberts </u></p>

<p>Name: Olga Roberts </p>

<p>Title: </p>
</body>
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<p>&nbsp;</p>
EXHIBIT 10.5
FAHNESTOCK VINER HOLDINGS INC.
FORM 8-K DATED JANUARY 17, 2003

CLEARING AGREEMENT

<p>Date: January 2, 2003 </p>

<p>&nbsp;</p>

<p>Fahnestock &amp; Co., Inc.<br>
125 Broad Street<br>
New York, NY 10004</p>

<p>Gentlemen:</p>

<p>This will confirm our agreement (&quot;Agreement&quot;) under
which we (&quot;we&quot;, &quot;us&quot;, &quot;our&quot; or
&quot;Clearing Firm&quot;) shall act as clearing broker for the
accounts of customers introduced to us by you (&quot;you&quot;,
&quot;your&quot; or &quot;Introducing Firm&quot;) on a fully
disclosed basis as introducing broker. For the purpose of the
Securities Investors Protection Act (&quot;SIPA&quot;), and the
financial responsibility rules of the Securities and Exchange
Commission (&quot;SEC&quot;) and the Commodity Futures Trading
Commission (&quot;CFTC&quot;), your customers shall be treated as
customers of Clearing Firm and not of Introducing Firm.
Capitalized terms not defined herein shall have the meanings
given to them in the Asset Purchase Agreement dated December 9,
2002 (&quot;Asset Purchase Agreement&quot;), between the parties.
You and we further agree:</p>

<p>1. <u>Clearing Firm shall</u>:</p>

<p>(a) execute and/or clear and/or settle (hereafter referred to
as &quot;clear&quot;, &quot;clearing&quot;, or other forms of the
word &quot;clear&quot; as the context requires) transactions in
securities and exchange-traded futures on a fully disclosed basis
for you and the accounts of Brokerage Business customers
(hereafter collectively referred to as &quot;Customers&quot;),
according to orders given to us by you;</p>

<p>(b) monitor and request of Customers (directly or through you
as necessary) the following:</p>

<p>(i) timely payment of Customer obligations for purchases,
interest and other charges, </p>

<p>(ii) timely delivery of securities sold, and </p>

<p>(iii) the maintenance of sufficient money and securities in
Customer accounts required by Federal Reserve Board Regulation T
and all other applicable laws, rules and regulations and
additional requirements imposed by us, and buy-in or sell-out
positions in accounts of Customers who fail to comply with the
foregoing;</p>

<p>(c) extend credit for margin purchases in Customer accounts in
accordance with applicable laws, rules and regulations and the
Clearing Firm&#146;s own credit policies and additional
requirements;</p>

<p>transfer securities to and from Customers' accounts, provide
for the custody, safeguarding and segregation of Customers' money
and securities left with us, including, without limitation,
receipt and payment of dividends on Customer securities, and
arrange for the receipt and delivery of securities for
exchange/tender offers, rights and warrants offerings,
redemptions and other similar transactions according to your
instructions;</p>

<p>provide custodial services for Individual Retirement Accounts
owned by Customers at the same level of service as provided by us
to Customers as of the effective date of the Asset Purchase
Agreement;</p>

<p>(f) maintain and preserve books, records and reports required
by applicable laws, rules and regulations regarding Customers'
accounts for brokers having custody of Customers' money and
securities, including reports required to be retained and
preserved under NYSE Rule 382(e)(2);</p>

<p>(g) issue required confirmations, statements and notices
(&quot;Notices&quot;) directly to Customers:</p>

<p>(i) on Introducing Firm forms, as may be modified in
consultation with you to meet our operational, formatting and
production requirements, which contain an appropriate legend
reflecting our agreement with Clearing Firm with duplicates
thereof to you; or </p>

<p>(ii) at our option, we will prepare and send to Customers
daily purchase and sale confirmations and monthly statements of
accounts, which shall meet our requirements as to format and
quality, and will send duplicates to you. Such confirmations and
statements will indicate that the account was introduced by you.
Furthermore, all statements shall state that all customer funds
and securities are located at Clearing Firm and shall furnish the
name of a contact person or department at Clearing Firm with whom
the customer may address inquiries;</p>

<p>secure and maintain licenses, registrations, permits,
approvals and agreements required under applicable laws, rules
and regulations for us to clear securities transactions or engage
in any other transaction or business which are to be performed
hereunder;</p>

<p>provide Introducing Firm such forms and documents as are<br>
necessary for Introducing Firm to open and maintain accounts in
such<br>
quantities as necessary; </p>

<p>(j) remit to you on a weekly basis an amount equal to 75% of
commissions and fees earned on Customer Accounts less all accrued
compensation due to us under Section 4(a) of this Agreement, with
the balance due on any earned commissions (including interest
participation) earned remitted to you by the 15th of the
following calendar month net of other adjustments and offsets
provided hereunder;</p>

<p>(k) notify you and the NYSE promptly of any written customer
complaint that we receive which relates to your responsibilities,
or those of your associated persons, under this Agreement, and
notify the complaining customer in writing of the receipt of such
complaint and its transmittal to you and the NYSE; and</p>

<p>(l) promptly after the execution of this Agreement and
annually thereafter (but only if this Agreement is still in
effect), furnish you a list of all exception and other reports
that we prepare to assist you in supervising and monitoring your
Customer accounts in order to carry out your responsibilities
under this Agreement. </p>

<p>2. <u>Limitations on Clearing Firm Responsibilities. </u></p>

<p>Our obligations under this Agreement, including Section 1
hereof, shall be conditioned on our receipt of proper
documentation necessary under applicable laws and regulations to
support the opening of accounts, including Customer accounts, on
our books. You agree that we are not required to clear any
transaction or otherwise perform any services for (i) the
accounts of persons other than Customers, (ii) with respect to
instruments, products and services not offered to Customers by us
as of the effective date of the Asset Purchase Agreement, or
(iii) any transaction or class of transaction not specifically
referred to in this Agreement, without our consent and unless and
until the terms and compensation for such accounts or
transactions have been agreed upon in writing between you and us.</p>

<p>3. <u>Introducing Firm shall</u>:</p>

<p>(a) at or before the opening of Customer accounts, at our
request, provide us with your completed new account form and any
other information or documentation that we may request related to
the opening of such account, and inform us of any changes
regarding such information;</p>

<p>secure from Customers all agreements, papers and documents
reasonably required or requested by us to carry out any of our
clearing functions, extend credit to Customers or engage in the
borrowing or lending of Customers' securities or other
transactions which we may effect, on forms provided by us. We
may, without relieving you of your duties hereunder, secure such
agreements and documents from Customers directly;</p>

<p>(c) pay then-applicable exchange fees and clearing charges for
securities transactions we clear hereunder;</p>

<p>(d) be solely and exclusively responsible for compliance with
all applicable Customer suitability, &quot;know your
customer&quot; and similar requirements created or imposed under
New York Stock Exchange (&quot;NYSE&quot;) Rule 405 and other
applicable laws, rules and regulations; establish, review,
approve and maintain new account files of Customers; establish
procedures to supervise your representatives, agents and
employees to effect the foregoing; and maintain books and records
reasonably reflecting your activities and required under
applicable regulatory and self-regulatory laws, rules and
regulations as they pertain to you and your activities; </p>

<p>(e) agree that additional rules and regulations that pertain
to broker-dealers may apply to this Agreement, and upon our
request to adhere to such applicable rules and regulations;</p>

<p>(f) notify Customers in writing of our respective
Customer-related responsibilities as required by NYSE Rule 382
and other NYSE Rules;</p>

<p>(g) secure and maintain licenses, registrations, permits,
approvals and agreements required under applicable laws, rules
and regulations for you or your representatives, agents, and
employees to effect any transactions for, or render services to,
or for Customers; </p>

<p>(h) secure from your representatives, agents and employees
their express written agreement to comply in all respects with
&quot;insider trading,&quot; anti-manipulation and employee
securities transactions policies, procedures and rules that are
established and maintained by us;</p>

<p>(i) obtain all necessary authorizations from Customers,
including, without limitation, authorization to hypothecate
Customer securities and authorizations pursuant to Department of
Labor Prohibited Transaction Exemption 79-1 and SEC Rule
11a2-2(T) under the Securities Exchange Act, to permit you and us
to act as brokers, exercise and perform our respective rights,
duties and obligations hereunder and retain commissions for
effecting brokerage transactions;</p>

<p>(j) be solely and exclusively responsible for any investment
advice given by you to Customers, and securing all authorizations
and agreements necessary to render investment advice or exercise
discretionary authority;</p>

<p>(k) direct Customers to make payments of money and deliver
securities to us and, if such payments or deliveries are made to
you to promptly pay such money or deliver such securities to us
within the meaning of SEC or CFTC (to the extent applicable)
financial responsibility rules;</p>

<p>(l) accept or reject orders from Customers; <i>provided,
however, </i>that we may in our sole and absolute discretion,
refuse to execute and clear any transaction introduced by you to
us;</p>

<p>(m) accurately transmit orders to us within a time period to
be mutually determined by the parties;</p>

<p>(n) negotiate commission charges with Customers; <i>provided,
however, </i>in no event shall we be entitled to less than
amounts to be paid to us hereunder;</p>

<p>(o) respond to Customer inquiries or complaints and promptly
notify us of inquiries or complaints directed to or made against
you or us;</p>

<p>(p) be solely and exclusively responsible for payment and or
delivery of &quot;when issued&quot; transactions in Customers
accounts;</p>

<p>(q) obtain advance written approval from us as to an account
for a Customer who comes under any prohibition contained in NYSE
Rule 407;</p>

<p>(r) furnish us copies of FOCUS Reports, financial statements
for the current fiscal year, the executed Forms X-17a5 (Parts I
and IIA) filed with the SEC, any amendments to your SEC Form BD,
and any other regulatory or financial reports Clearing Firm may
from time to time require, such reports to be provided to us at
the time you file such reports with your primary examining
authority; and notify us at least ten (10) days in advance of
withdrawals that will reduce your net capital below 150% of your
regulatory requirement;</p>

<p>(s) prepare, submit, and maintain copies of all reports,
records and regulatory filings required of you by any entity that
regulates you including, but not limited to, copies of all
account agreements and similar documentation obtained pursuant to
paragraph 3(e) of this Agreement and any reports and records
required to be made or kept under the Currency and Foreign
Transactions Reporting Act of 1970, the Money Laundering Act of
1986, the USA PATRIOT Act, and any rules and regulations
promulgated pursuant thereto; to the extent that we are required
to prepare or submit any reports or records by any entity that
regulates us, you shall cooperate in providing us with any
information needed in order to prepare such reports or records;</p>

<p>(t) promptly advise us after discovery by you of any alleged
errors contained in any Notice sent by us to Customers;</p>

<p>(u) be solely and exclusively responsible for assuring that
cash and securities received by us from Customers are genuine and
not lost, stolen, forged or counterfeit, and that securities
ordered by you to be sold or transferred may be sold or
transferred without restriction or that all restrictions on sale
or transfer have been complied with; </p>

<p>(v) be solely and exclusively responsible for determining
whether any securities held in your or your Customer accounts are
restricted or control securities as defined by applicable laws,
rules, or regulations, and assuring that orders executed for such
securities comply with such laws, rules and regulations; </p>

<p>(w) maintain a Brokers Blanket Bond with the minimum coverage
required by the National Association of Securities Dealers,
Inc.(&quot;NASD&quot;);</p>

<p>(x) upon the receipt of the list of reports referenced in
Section 1(l) of this Agreement, notify us promptly of those
reports that you require to supervise and monitor your Customer
accounts; and</p>

<p>(y) give required notice and obtain required approvals of
employers in each case in which a customer is an employee of a
broker-dealer, a self -regulatory organization, or a financial
institution, including but not limited to any accounts that are
subject to NYSE Rule 407A.</p>

<p>4. <u>Compensation for Services</u>. </p>

<p>For our services provided pursuant to this Agreement you shall
pay us the amount of $7.00 per Customer transaction effected
through our ADP system, paid in the manner provided in
subparagraph (j) of section 1 of this Agreement. </p>

<p>We agree that you shall be entitled to retain any interest
income, Rule 12b-1 fees, rebates, credits or other concessions
(&quot;compensation&quot;) that were earned by, or allocated or
paid to, us with respect to any credit or debit balance in
Customer accounts after the effective date of this Agreement. All
other compensation earned by, or paid or allocated to, any third
party with respect to any Customer account shall continue to be
earned by, or paid or allocated to, such third parties. We shall
retain all compensation with respect to any accounts that are not
part of the Brokerage Business. </p>

<p>5. <u>Representations and Warranties</u>.</p>

<p>Each party represents and warrants to the other party that:
(i) it, and each of its officers, directors, and employees
engaged in the securities or investment business, is duly
registered, qualified, licensed and/or a member in good standing
with or of the SEC, NASD, NYSE and the National Futures
Association (&quot;NFA&quot;), and each state and/or
self-regulatory organization where or on which it conducts
business; (ii) it is, and at all times during the term of this
Agreement will be, in compliance with applicable net capital,
financial responsibility and customer protections rules of the
SEC, the CFTC, the NASD, the NYSE and the NFA; (iii) it has all
the requisite authority in conformity with all applicable laws
and regulations to enter into this Agreement and to engage in the
activities and transactions contemplated hereby; and (iv) it
shall keep confidential, except as may be required by law, any
nonpublic information it may acquire as a result of this
Agreement regarding the business, affairs and customers of the
other party, which representation and warranty shall survive the
life of this Agreement. </p>

<p>6. <u>Termination; Events of Default</u>.</p>

<p>(a) This Agreement shall terminate (i) upon the earlier of
(yy) the completion of the Conversion as provided in the
Conversion Agreement or (zz) May 31, 2003, or (ii) by mutual
written consent of the parties. Notwithstanding the foregoing,
this Agreement also shall terminate with respect to Customer
accounts as such accounts are Converted as provided in the
Conversion Agreement, and we thereafter shall no longer be
required to provide any services hereunder with respect to such
Converted accounts. We further agree that Customers whose
accounts are cleared pursuant to this Agreement shall not be
charged any &quot;exit&quot; or termination fees at the time of
their Conversion. </p>

<p>(b) Notwithstanding any provision in this Agreement, the
following events or occurrences shall constitute an Event of
Default under this Agreement:</p>

<p>(i) either the Clearing Firm or the Introducing Firm shall
fail to perform or observe any term, covenant or condition to be
performed or observed by it hereunder and such failure shall
continue to be unremedied for a period of 30 days (10 days in the
case of a failure of the Introducing Firm to maintain net capital
ratios as required by applicable rules and regulations) after
written notice from the non-defaulting party to the defaulting
party specifying the failure and demanding that the same be
remedied; or</p>

<p>(ii) any representation or warranty made by either the
Clearing Firm or the Introducing Firm herein shall prove to be
incorrect at any time in any material respect; or</p>

<p>(iii) a receiver, liquidator or trustee of either the Clearing
Firm or the Introducing Firm, or of its property, held by either
party is appointed by court order and such order remains in
effect for more than 30 days; or either the Clearing Firm or the
Introducing Firm is adjudicated bankrupt or insolvent; or any of
its property is sequestered by court order and such order remains
in effect for more than 30 days; or a petition is filed against
either the Clearing Firm or the Introducing Firm under any
bankruptcy, reorganization, arrangement, insolvency, readjustment
of debt, dissolution or liquidation law of any jurisdiction,
whether now or hereafter in effect, and is not dismissed within
30 days after such filing; or</p>

<p>(iv) either the Clearing Firm or the Introducing Firm files a
petition in voluntary bankruptcy or seeking relief under any
provision of any bankruptcy, reorganization, arrangement,
insolvency, readjustment of debt, dissolution or liquidation law
of any jurisdiction, whether now or hereafter in effect, or
consents to the filing of any petition against it under any such
law; or</p>

<p>(v) either the Clearing Firm or the Introducing Firm makes an
assignment for the benefit of its creditors, or admits in writing
its inability to pay its debts generally as they become due, or
consents to the appointment of a receiver, trustee or liquidator
of either the Clearing Firm or the Introducing Firm, or of any
property held by either party.</p>

<p>(c) Upon the occurrence of any such Event of Default, the
non-defaulting party may, at its option, by notice to the
defaulting party declare that this Agreement shall be thereby
terminated and such termination shall be effective as of the date
such notice has been sent or communicated to the defaulting
party.</p>

<p>7. <u>Indemnification; Other Terms</u>.</p>

<p>(a) If any claim, action or proceeding (&quot;action&quot;) is
made by us or brought against us arising out of or related to any
transaction we have cleared hereunder or any other action taken
or not taken by us under this Agreement, then, except for our
willful misconduct or fraud, or gross negligence, you shall
indemnify and hold us fully harmless from any and all
liabilities, loss, damage and expenses, including reasonable
attorneys' fees (collectively &quot;Costs&quot;), incurred or
sustained by us resulting from or arising out of any action. If
you incur any Costs resulting from or arising out of any action,
then, except for our willful misconduct or fraud, or gross
negligence, you hereby waive any right to contribution or
indemnification from us. Without limiting the foregoing, you
agree that you shall hold us fully harmless for any Costs
incurred by us arising out of: (i) your violation of any law,
rule or regulation of any federal, state or foreign regulatory or
self-regulatory authority, including but not limited to the SEC,
CFTC, NASD, NYSE and NFA; (ii) your failure to comply with any
suitability, &quot;know your customer,&quot; identity
verification or customer protection requirement to which you are
subject, or your obligations as set forth in Section 3 of this
Agreement; (iii) the failure of any introduced account to make
timely payment for the securities purchased by it or timely and
good delivery of securities sold for it, or timely compliance by
it with margin or margin maintenance calls, whether or not any
margin extensions have been granted by us Firm pursuant to your
request; (iv) the nonpayment or return to us unpaid of any check
or draft given to us by any introduced accounts; (v) the payment
and delivery of all &quot;when issued&quot; or &quot;when
distributed&quot; transactions which we may accept, forward or
execute for introduced accounts; and (vi) any transaction or
action taken or refrained from being taken by us based on
instructions or Notices given to us that were fraudulent or not
properly authorized.</p>

<p>(b) For extensions of credit by us to Customers in margin
accounts or otherwise, we shall charge interest based upon the
average broker's call money rate of a group of banks selected by
us (our &quot;broker's call rate&quot; calculated with respect to
Customer accounts in a manner substantially similar to that in
effect as of December 31, 2002) increased pursuant to our normal
rate chart.</p>

<p>(c) If a Customer fails to make full and timely payment or
delivery for securities purchased or sold, respectively, you
shall pay to us the amount of any charges sustained or incurred
by us. If use of our funds is involved with respect to computing
part of all of such Cost, such use of funds shall be calculated
at our broker's call rate for each day or part thereof of such
late payment or delivery.</p>

<p>(d) You shall complete, or cause to be completed with all
required reviews and approvals, any &quot;Option Compliance&quot;
copy of the &quot;Option Approval Form and Agreement.&quot;
Copies of the Option Approval Form shall be sent to the Customer
for signature(s) on a timely basis. You agree that the Customer
signed copy will be in the Clearing Firm main office prior to an
initial transaction. If documentation is not timely filed with
Clearing Firm, you understand and agree that in accordance with
regulatory requirements, Clearing Firm shall be required to
freeze said Customer account and only accept
&quot;liquidating&quot; transactions in options thereafter. It
also is understood that if your responsible employees or managers
do not qualify for &quot;Registered Options Principal&quot;
(&quot;ROP&quot;) status under NYSE Rules, we agree, where
necessary, to approve option applications on your behalf by an
eligible ROP. You agree to indemnify us for any Costs arising out
of such approval.</p>

<blockquote>
    <blockquote>
    </blockquote>
</blockquote>

<p>(e) We may, in our sole and absolute discretion, reject any
proposed Customer or transaction and terminate any Customer
account.</p>

<p>(f) ANY DISPUTE OR CLAIM ARISING OUT OF THIS AGREEMENT SHALL
BE SUBMITTED TO ARBITRATION UNDER THE RULES OF THE ARBITRATION
COMMITTEE OF THE NYSE, UNLESS THE TRANSACTION WHICH GAVE RISE TO
SUCH DISPUTE OR CONTROVERSY WAS EFFECTED ON ANOTHER EXCHANGE OR
MARKET WHICH PROVIDES ARBITRATION FACILITIES, IN WHICH CASE IT
SHALL BE SETTLED BY ARBITRATION UNDER THE ARBITRATION RULES OF
SUCH FACILITIES. THE DECISION OF THE ARBITRATORS SHALL BE BINDING
ON THE PARTIES AND ANY JUDGMENT UPON ANY AWARD RENDERED MAY BE
ENTERED, AND NEITHER PARTY SHALL OPPOSE SUCH ENTRY, IN A COURT
HAVING JURISDICTION HEREOF THAT IS LOCATED IN THE STATE OF NEW
YORK. For these purposes and all other purposes under this
Agreement, you hereby consent to the jurisdiction of the courts
of the State of New York, the federal courts sitting in the State
of New York, and the NYSE .</p>

<p>(g) This Agreement shall be governed and construed in
accordance with the laws of the State of New York.</p>

<p>(h) Upon your giving an order to us, you shall be deemed to
warrant and represent that: </p>

<p>(i) such order is lawful, in compliance with all applicable
laws, rules and regulations and within the scope of the authority
given to you by your Customer, </p>

<p>(ii) no restrictions or impediments exist with respect to such
order, and </p>

<p>(iii) sale orders are for fully registered securities that be
sold without restriction. If the securities subject to an order
are restricted under the SEC Rule 144 or any other restriction,
you shall advise us in advance and be deemed to warrant,
represent and agree when placing such order that all necessary
agreements, documents and papers have been or will be duly
secured and filed by you as required by applicable law to permit
such transaction.</p>

<p>(i) Each of us shall make available to the other all
appropriate data in its possession necessary for the performance
of our respective duties hereunder. All such data shall be kept
confidential and shall not be disclosed in any way to any person
not employed by us or not an officer, director or member of
either of us.</p>

<p>(j) Each of us respectively warrants and represents to the
other that there is no contract, agreement or understanding which
would prevent such party from entering into or performing and
observing the terms of this Agreement and each party further
warrants and represents that it is duly registered, licensed or
otherwise permitted under the law to enter into and perform all
the terms and conditions of this Agreement. Unless approved in
writing by us, you warrant and agree that we are your sole
clearing agent and that you will maintain no other clearing
arrangements during the term of this Agreement. Each party agrees
to immediately notify the other of any change in the foregoing.</p>

<p>(k) In the event of a conflict in regulatory requirements, the
rules of the NYSE shall take precedence.</p>

<p>(l) In addition to SIPC coverage of $500,000 all introduced
Customer accounts shall be covered by excess loss coverage
provided to Clearing Firm by Radian Asset Assurance.</p>

<p>(m) The indemnification provisions in this Agreement shall
remain operative and in full force and effect, regardless of the
termination of this Agreement, and shall survive any such
termination. </p>

<p>We shall not be liable for any loss caused, directly or
indirectly, by government restrictions, exchange or market
ruling, suspension of trading, war, acts of terrorism, strikes or
other conditions beyond our control. <u>In the event that any
communications network or computer system used by us, whether or
not owned by us, is rendered inoperable, we shall not be liable
to you or your Customers for any loss, liability, claim, damage
or expense resulting, either directly or indirectly, therefrom</u>;
<i>provided, however,</i> that we shall use all commercially
reasonable efforts to provide such services as reconstituted as
quickly as reasonably possible thereafter.</p>

<p>(o) You and we agree that we will reasonably cooperate with
each other to identify and resolve in a timely manner any
operational, systems or regulatory issues or problems that we may
encounter in the course of our providing the services specified
in this Agreement, and as necessary agree to any changes or
modifications in those services as may reasonably be required by
us. </p>

<p>This Agreement sets forth the complete agreement between the
parties and any modification or termination of any terms of this
clearing agreement must be in writing signed by the parties
hereto. If the foregoing correctly sets forth our agreement,
kindly sign this letter where provided and return it to us. We
will thereupon forward one original thereof to the NYSE for its
approval.</p>

<p>This Agreement shall take effect upon approval by the New York
Stock Exchange pursuant to its Rule 382.</p>

<p>&nbsp;</p>

<p>CIBC WORLD MARKETS CORP. </p>

<p>425 Lexington Avenue</p>

<p>New York, NY 10017 </p>

<p>By: &quot;Kathryn A. Casparian</p>

<p>Name:Kathyrn A. Casparian</p>

<p>Title: Managing Director</p>

<p>AGREED AND ACCEPTED:</p>

<p>Fahnestock &amp; Co., Inc.</p>

<p>By: &quot;A.G. Lowenthal&quot;</p>

<p>Name: A.G. Lowenthal</p>

<p>Title: Chairman</p>

<p>Date: </p>
</body>
</html>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>14
<FILENAME>s467830.txt
<DESCRIPTION>EXHIBIT 2.2 ASSET MANAGEMENT AGREEMENT
<TEXT>
                                                                 Exhibit 2.2

- ----------------------------------------------------------------------------

                             PURCHASE AGREEMENT



                                BY AND AMONG



                       FAHNESTOCK VINER HOLDINGS INC.,



                           FAHNESTOCK & CO. INC.,


                          CIBC WORLD MARKETS CORP.


                                     AND



                     CANADIAN IMPERIAL BANK OF COMMERCE


                        ---------------------------


                         DATED AS OF JANUARY 2, 2003


- ----------------------------------------------------------------------------

<PAGE>
<TABLE>
<CAPTION>

                              TABLE OF CONTENTS
                                                                                                Page

                                  ARTICLE I
                                 DEFINITIONS

<C>      <C>                                                                                       <C>
1.01     Certain Definitions.......................................................................1

1.02     Certain Terms............................................................................14


                                 ARTICLE II
              PURCHASE AND SALE OF ASSETS AND EQUITY INTERESTS

2.01     Assets to Be Sold........................................................................14

2.02     Equity Interests to Be Sold..............................................................19

2.03     Closings.................................................................................20

2.04     Certain Invesments.......................................................................20

2.05     Deliveries by the Parties................................................................20

2.06     Assumed Liabilities; Excluded Liabilities................................................21

2.07     Excluded Assets..........................................................................22

2.08     Consent of Third Parties.................................................................22

2.09     Post-Closing Adjsument...................................................................21


                                 ARTICLE III
                               RELATED MATTERS

3.01     [Reserved]...............................................................................23

3.02     Employees; Employee Benefits.............................................................23

3.03     Tax Matters..............................................................................30

3.04     Mail Received After Closings.............................................................35

3.05     Books and Records........................................................................35

3.06     Accounts Receivable......................................................................36

3.07     Schedules................................................................................36

3.08     Certain Information......................................................................36


                                 ARTICLE IV
                  REPRESENTATIONS AND WARRANTIES OF SELLER

4.01     Organization of Seller Subsidiaries; Authority of Seller Entities........................36

4.02     Capital Structure........................................................................37

4.03     Title to Equity Interests................................................................38

4.04     No Violation; Consents and Approvals.....................................................38

4.05     Financial Statements.....................................................................39

4.06     Absence of Undisclosed Liabilities.......................................................40

4.07     Absence of Certain Changes or Events.....................................................40

4.08     Title to Assets..........................................................................40

4.09     Intellectual Property....................................................................41

4.10     Litigation...............................................................................43

4.11     Employees; Employee Benefits.............................................................44

4.12     Labor Matters............................................................................44

4.13     Certain Contracts and Arrangements.......................................................45

4.14     Compliance with Laws; Licenses...........................................................48

4.15     Brokers..................................................................................50

4.16     Assets Necessary to Business.............................................................50

4.17     Taxes....................................................................................50

4.18     Disclosure...............................................................................51

4.19     Transferred Accounts.....................................................................51

4.20     Transferred Account Information..........................................................52

4.21     Government Regulation....................................................................52

4.22     Registered Funds; Sub-Advised Registered Funds; Non-Registered Funds.....................55

4.23     Affiliate Transactions...................................................................58

4.24     Clients, Assets Under Management.........................................................58

4.25     Insurance................................................................................59

4.26     Investments..............................................................................59

4.27     No "Clawback" Provisions.................................................................60

4.28     No Co-Investments........................................................................60

4.29     Liquidated Affiliates....................................................................60


                                          ARTICLE V
                      REPRESENTATIONS AND WARRANTIES OF BUYER PARENT AND BUYER

5.01     Organization; Authority..................................................................60

5.02     No Violation; Consents and Approvals.....................................................61

5.03     Litigation...............................................................................61

5.04     Brokers..................................................................................61

5.05     Commission Filings.......................................................................61

5.06     Financial Statements.....................................................................62

5.07     Capitalization...........................................................................62

5.08     Absence of Undisclosed Liabilities.......................................................62

5.09     Non-Contravention........................................................................62

5.10     Disclosure...............................................................................62


                                 ARTICLE VI
                          COVENANTS OF THE PARTIES

6.01     Conduct of the Asset Management Business.................................................63

6.02     Access to Information; Confidentiality...................................................66

6.03     Reasonable Best Efforts..................................................................66

6.04     Consents.................................................................................67

6.05     Regulatory Matters.......................................................................67

6.06     Discharge of Liens; Payment of Certain Obligations.......................................69

6.07     Public Announcements.....................................................................69

6.08     Tax Information Reporting................................................................69

6.09     Pending Tax Claims.......................................................................69

6.10     Litigation Cooperation...................................................................70

6.11     Seller Officer's Certificate.............................................................70

6.12     Client Consents and Approvals............................................................71

6.13     Failure to Consummate....................................................................74

6.14     Investment Company Act Matters...........................................................74

6.15     Certain Expenses.........................................................................74

6.16     Certain Actions..........................................................................74

6.17     Transition Services......................................................................75

6.18     Payments to Brokers......................................................................75

6.19     Consents, Indemnification................................................................75

6.20     OMEGA Brokers............................................................................75



                                 ARTICLE VII
                     CONDITIONS TO OBLIGATIONS OF SELLER

7.01     Conditions...............................................................................76


                                ARTICLE VIII
                     CONDITIONS TO OBLIGATIONS OF BUYER

8.01     Conditions...............................................................................77


                                 ARTICLE IX
                      TERMINATION, AMENDMENT AND WAIVER

9.01     Termination..............................................................................78

9.02     Procedure and Effect of Termination......................................................78

9.03     Other Remedies...........................................................................78

9.04     Amendment, Modification and Waiver.......................................................78


                                  ARTICLE X
               FEES AND EXPENSES: SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION

10.01    Fees and Expenses........................................................................79

10.02    Survival of Representations..............................................................79

10.03    Seller's Agreement to Indemnify..........................................................79

10.04    Seller's Limitation of Liability.........................................................80

10.05    Buyer Parent's and Buyer's Agreement to Indemnify........................................80

10.06    Buyer Parent's and Buyer's Limitation of Liability.......................................81

10.07    Conditions of Indemnification............................................................81

10.08    Cooperation..............................................................................82

10.09    Other Indemnification Provisions.........................................................82


                                 ARTICLE XI
                                MISCELLANEOUS

11.01    Further Assurances.......................................................................82

11.02    Notices..................................................................................82

11.03    Bulk Sales Laws..........................................................................84

11.04    Entire Agreement.........................................................................84

11.05    Severability.............................................................................84

11.06    Binding Effect; Assignment...............................................................85

11.07    No Third-Party Beneficiaries.............................................................85

11.08    Counterparts.............................................................................85

11.09    Headings.................................................................................85

11.10    Governing Law; Jurisdiction..............................................................85

11.11    Waiver of Jury Trial.....................................................................86

11.12    Specific Performance.....................................................................86



                                  SCHEDULES


Schedule I        ............................Assets and Property to be Acquired at the First Closing

Schedule II       ...........................Assets and Property to be Acquired at the Second Closing

Schedule III      ............................Assets and Property to be Acquired at the Third Closing

Schedule IV       ..............................................................Purchased Investments

Schedule V        .................................................................Seller Investments


                                  EXHIBITS

Non-Solicitation Agreement..........................................................................A

</TABLE>
<PAGE>

                             PURCHASE AGREEMENT
                             ------------------

         This PURCHASE AGREEMENT, dated as of January 2, 2003 (the
"Agreement"), is by and among Fahnestock Viner Holdings Inc., an Ontario
corporation ("Buyer Parent"), Fahnestock & Co. Inc., a New York corporation
and a wholly-owned subsidiary of Buyer Parent ("Buyer"), Canadian Imperial
Bank of Commerce (the "Seller Parent") and CIBC World Markets Corp.
("Company" and, together with Seller Parent, the "Seller"). Capitalized
terms used herein but not defined shall have the meanings set forth in the
Brokerage Asset Purchase Agreement.

                             W I T N E S S E T H
                             - - - - - - - - - -

         WHEREAS, Buyer Parent, Buyer and Seller are parties to that certain
Asset Purchase Agreement, dated as of December 9, 2002 (the "Brokerage Asset
Purchase Agreement"), which agreement contemplates the Brokerage
Acquisition;

         WHEREAS, Schedule I to the Brokerage Asset Purchase Agreement
contemplates the Asset
Management Acquisition;

         WHEREAS, Buyer desires to purchase from Seller, and Seller desires
to sell to Buyer, the Asset Management Business pursuant to the terms of
this Agreement (the "Asset Management Acquisition"); and

         WHEREAS, contemporaneously with the execution and delivery of this
Agreement, Buyer Parent, Buyer and Seller are entering into a
Non-Solicitation Agreement.

         NOW, THEREFORE, in consideration of the foregoing and of the
representations, warranties, covenants, agreements and conditions contained
herein, and intending to be legally bound hereby, the parties agree as
follows:

                                 ARTICLE I
                                 DEFINITIONS
                                 -----------

         1.01 Certain Definitions.

         "AA Transfer Percentage" means the quotient of (a) such portion of
the assets under management (measured as of the Brokerage Closing) of the
Asia Tiger Fund and India Fund which are transferred to Buyer pursuant to
Section 6.12 on the Final Closing Date divided by (b) the aggregate assets
under management of such funds as of the Brokerage Closing.

         "Accrued Fees" has the meaning set forth in Section 2.01(c).

         "Acquired Property" has the meaning set forth in Section
2.01(c)(v).

         "Advisers Act" means the Investment Advisers Act of 1940, as
amended.

         "Advisory Agreement" means, with respect to any Person, each
Contract relating to its rendering of investment management or investment
advisory services, including any sub-advisory services, or similar services.

         "Affiliate Agreement" means any Contract (including, without
limitation, any Advisory Agreement) or other commitment or transaction
between any Seller Entity and (a) any other Seller Entity or Fund, (b) any
Affiliate of any Seller Entity or any Fund or (c) any officer, director,
supervisor, member, partner or employee of any Seller Entity, Fund, any
Affiliate of any Seller Entity or any Fund or any immediate family member of
any of them.

         "Affiliate" means, with respect to a specified Person, a Person
that directly or indirectly, through one or more intermediaries, controls,
or is controlled by or is under common control with, the Person specified.

         "Agreement" has the meaning set forth in the Preamble.

         "Ancillary Agreements" means the Non-Solicitation Agreement.

         "Applicable Closing" means the First Closing, Second Closing or
Final Closing, as the case may be, pursuant to Section 2.03, and the related
sales, conveyances, assignments and transfers and assumptions in connection
therewith.

         "Applicable Closing Date" means the First Closing Date, Second
Closing Date or Final Closing Date, as the case may be, pursuant to Section
2.01.

         "Applicable Laws" has the meaning set forth in Section 4.14(a).

         "Asset Management Acquisition" has the meaning set forth in the
recitals.

         "Asset Management Assets" has the meaning set forth in Section
2.01(c).

         "Asset Management Business" means the asset management, investment
advisory, financial advisory, wrap, asset allocation and related businesses
and activities of the Company and its Subsidiaries and Affiliates generally
known as the "Asset Management Division" of the Company (including the five
units set forth on Schedule I to the Brokerage Asset Purchase Agreement) as
conducted from and after November 30, 2002, including, for the avoidance of
doubt, the OMEGA Business and Wrap Business.

         "Assumed Contracts" has the meaning set forth in Section 2.06(a).

         "Assumed Liabilities" has the meaning set forth in Section 2.06(b).

         "Authorization" means any approval, consent, declaration, license,
order, permit, registration, waiver, or other authorization issued, granted,
given, or otherwise made available by or under the authority of any
Governmental Entity or pursuant to any Law of any Governmental Entity.

         "Bill of Sale" has the meaning set forth in Section 2.01(d).

         "Books and Records" means all books and records, all books of
account, records, files and invoices, including all customer files, customer
account records, production data, equipment records, inventory records,
sales and promotional data, advertising materials, customer lists, cost and
pricing information, supplies lists, business plans, reference catalogs, tax
records, and tax returns and any other similar records and data (including
all computerized records and other computerized storage media) relating to
the Asset Management Business.

         "Brokerage Asset Purchase Agreement" has the meaning set forth in
the recitals.

         "Brokerage Closing" means the date of the closing of the
transactions contemplated by the Brokerage Asset Purchase Agreement.

         "Business Employees" has the meaning set forth in Section 3.02(a).

         "Buyer" has the meaning set forth in the Preamble.

         "Buyer Claims" has the meaning set forth in Section 10.05.

         "Buyer Disclosure Schedule" means the document delivered by Buyer
to Seller simultaneously with the execution hereof containing the
information required to be included therein pursuant to this Agreement.

         "Buyer Indemnitees" has the meaning set forth in Section 10.03.

         "Buyer Parent" has the meaning set forth in the Preamble.

         "Buyer Parent Commission Documents" means, with respect to Buyer
Parent, (i) its annual reports on Form 10-K for its fiscal years ended
December 31, 1999, 2000 and 2001, (ii) its quarterly reports on Form 10-Q
for its fiscal quarters ended after December 31, 2001, (iii) any Form 8-Ks
filed in the past fiscal year and (iv) its proxy or information statements
relating to meetings of, or actions taken without a meeting by, the
shareholders of Buyer Parent held since December 31, 2001.

         "Buyer Parent Financial Statements" has the meaning set forth in
Section 5.06.

         "Buyer Related Instruments" has the meaning set forth in Section 5.01.

         "CE Act" means the Commodity Exchange Act, as amended.

         "Claims" has the meaning set forth in Section 10.07.

         "Client" shall mean any Person to whom any of the Seller Entities
provides investment advisory, investment management, financial advisory,
wrap, asset allocation or administrative and related services in connection
with the Asset Management Business, including, without limitation, any Fund.

         "COBRA Requirements" has the meaning set forth in Section 3.02(g).

         "Code" means the United States Internal Revenue Code of 1986, as
amended, and the Treasury rules and regulations thereunder.

         "Commission" means the United States Securities and Exchange
Commission.

         "Company" has the meaning set forth in the Preamble or, as the
context may require, the Company and its Subsidiaries and Affiliates.

         "Confidentiality Agreement" has the meaning set forth in Section
6.02(c).

         "Consent" means any and all consents (including negative consents
to be obtained or made by any Person), approvals, authorizations, waivers,
permits, notices, licenses, grants, agreements, exemptions or orders of, or
registration, declaration or filing with, any Person, including without
limitation, any Governmental Entity, that are necessary in connection with
(i) the execution and delivery by the Seller Entities and Buyer of this
Agreement, the Instruments of Assignment and any other agreement
contemplated by this Agreement to which it is or is specified to be a party,
(ii) the consummation by the Seller Entities, the Funds and Buyer of the
transactions contemplated hereby or (iii) the conduct of the Asset
Management Business.

         "Contracts" has the meaning set forth in Section 4.13(a).

         "Control" (including the terms "controlled by" and "under common
control with") means the possession, directly or indirectly, of the power to
direct or cause the direction of the management policies of a Person,
whether through the ownership of voting securities, by contract, as trustee
or executor, or otherwise.

         "Controlled Entities" means issuers of the Equity Interests that
are Affiliates of Seller prior to the Final Closing.

         "Customer Agreement" has the meaning set forth in Section 4.19(d).

         "Damages" has the meaning set forth in Section 10.03.

         "Deemed Assets" means an amount equal to the aggregate amount of
assets under management of all Clients (and all accounts of all such
Clients) of the Asset Management Business as of the Brokerage Closing;
provided that, in determining the amount of assets under management of any
account of any Client not transferred to Buyer by June 30, 2003, the amount
of such assets under management shall equal the amount of assets under
management of such account as of the Brokerage Closing and not on any later
date.

         "Deferred Compensation Plan" has the meaning set forth in Section
3.02(f)(i).

         "Distribution Agreements" shall mean all agreements or arrangements
for the sale or distribution of shares of any Registered Fund pursuant to
Rule 12b-1 of the Investment Company Act.

         "Eligible Client Account" means, as of a specified date, each
account of any Client other than an Excluded Account, Eligible OMEGA Account
or Eligible Wrap Account.

         "Eligible OMEGA Account" means, as of a specified date, each
account of any Client under the OMEGA wrap program other than the Excluded
OMEGA Accounts.

         "Eligible Wrap Accounts" means, as of a specified date, each Wrap
Account or Separate Account other than an Excluded Wrap Account or Eligible
OMEGA Account.

         "Environmental Laws" means any applicable United States federal,
state or local law or regulation relating to the pollution or protection of
the environment.

         "Equity Interests" means each of the equity interests set forth in
Section 4.02(a) of the Seller Disclosure Schedule.

         "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended and the rules and regulations promulgated thereunder.

         "ERISA Affiliate" is any trade or business, whether or not
incorporated, that together with Seller would be deemed a "single employer"
within the meaning of Section 4001(b) of ERISA.

         "ERISA Client" has the meaning set forth in Section 4.14(e).

         "Exchange Act" means the United States Securities Exchange Act of
1934, as amended, and the rules and regulations promulgated thereunder.
"Excluded Account" means, as of a specified date, each account of any Client
that (i) is an account with respect to which such Client has not
affirmatively consented to the assignment (or transfer) of such account
pursuant to Section 6.12 (or with respect to which Buyer and Seller have not
otherwise mutually agreed that consent has been given by such Client in
compliance with Applicable Law and any applicable agreement) or (ii) is
subject to any claim or existing litigation at the time of transfer.
"Excluded Assets" has the meaning set forth in Section 2.07.

         "Excluded Liabilities" has the meaning set forth in Section 2.06(b).

         "Excluded OMEGA Account" means, as of a specified date, each
account of any Client under the OMEGA wrap programs that (i) is an account
with respect to which such Client has not affirmatively consented to the
assignment (or transfer) of such account pursuant to Section 6.12 (or with
respect to which Buyer and Seller have not otherwise mutually agreed that
consent has been given by such Client in compliance with Applicable Law and
any applicable agreement) or (ii) is subject to any claim or existing
litigation at the time of transfer.

         "Excluded Wrap Account" means, as of a specified date, each Wrap
Account or Separate Account of any Client (other than any account of such
Client under the OMEGA wrap programs) that (i) is an account with respect to
which such Client has not affirmatively consented to the assignment (or
transfer) of such account pursuant to Section 6.12 (or with respect to which
Buyer and Seller have not otherwise mutually agreed that consent has been
given by such Client in compliance with Applicable Law and any applicable
agreement) or (ii) is subject to any claim or existing litigation at the
time of transfer. "Filings" has the meaning set forth in Section 4.21(a).

         "Final Closing" has the meaning set forth in Section 2.03(c).

         "Final Closing Assets" has the meaning set forth in Section 2.01(c).

         "Final Closing Date" has the meaning set forth in Section 2.03(c).

         "Financial Statements" has the meaning set forth in Section 4.05(a).

         "First Closing" has the meaning set forth in Section 2.03(a).

         "First Closing Date" has the meaning set forth in Section 2.03(a).

         "Follow-Up Notice" has the meaning set forth in Section 6.12(b).

         "Funds" means, collectively, Registered Funds, Sub-Advised Registered
Funds and Non-Registered Funds.

         "Fund Financial Statements" means the audited financial statements of
each Fund for the two most recently completed fiscal years, together with
reports on such year-end statements by each such Fund's independent public
accountants, including, in each case, for each investment portfolio thereof, a
statement of net assets or statement of assets and liabilities and schedule of
investments, a statement of operations and a statement of changes in net
assets.

         "Fund Reports" has the meaning set forth in Section 4.22(i).

         "GAAP" means generally accepted accounting principles in the United
States.

         "Governmental Entity" means any court, administrative agency or
commission, government, SRO, federal, state, provincial, municipal, local or
other governmental entity, authority or instrumentality, whether domestic or
foreign, or any court, tribunal or arbitrator.

         "Group Health Plan" has the meaning set forth in Section 3.02(9).

         "Hire Date" means (a) March 31, 2003, with respect to the Business
Employees who perform services primarily for the Wrap Business and (b) the
Final Closing Date with respect to all other Business Employees, or in each
case, such earlier date as Buyer and Seller may mutually agree with respect to
one or more specified Business Employees.

         "HSR Act" means the United States Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended.

         "Inactive Employee" has the meaning set forth in Section 3.02(a).

         "Indebtedness" means any loan agreements, indentures, letters of
credit (including related letter of credit applications and reimbursement
obligations), mortgages, security agreements, pledge agreements, deeds of
trust, debt securities, bonds, notes, guarantees, capital leases, payments in
respect of the deferred purchase price of property, instruments and other
contracts relating to the borrowing of money or obtaining of or extension of
credit, whether short-term or long-term, including accrued and unpaid interest
thereon, with or from any Person.

         "Initial Notice" has the meaning set forth in Section 6.12(b).

         "Instruments of Assignment" has the meaning set forth in Section
2.01(d).

         "Intellectual Property" means, collectively, Internet domain names,
mynetassets intranet site; patents and industrial designs (including any
continuations, divisionals, continuations-in-part, renewals, reissues, and
applications for any of the foregoing); Trademarks; Software; copyrights
(including any registrations and applications for any of the foregoing); and
Trade Secrets, in each case, used in or necessary for the conduct of the Asset
Management Business.

         "Investment Company Act" means the Investment Company Act of 1940, as
amended.

         "Investment Company Board" means the board of directors or trustees
(or Persons performing similar functions) of a Fund.

         "Investments" has the meaning set forth in Section 4.26.

         "Labor Laws" means any applicable United States federal, state or
local law or regulation relating to employment and employment practices.

         "Law" or "Laws" means any and all laws, statutes, ordinances, rules,
regulations, orders, judgments and decrees of any and all Governmental
Entities.

         "Legal Proceeding" means any action, claim, complaint, lawsuit,
litigation, demand, suit, inquiry, hearing, investigation, indictment,
information, notice of a violation, arbitration, appeal or other dispute or
legal proceeding, whether civil, criminal, administrative or otherwise.

         "License Agreements" has the meaning set forth in Section 4.09(b).

         "Liens" means any and all liens, encumbrances, security interests,
mortgages, pledges, claims, options, charges, easements, limitations,
commitments, encroachments, option agreements, voting trusts or restrictions of
any kind whatsoever.

         "Liquidated Affiliate" has the meaning set forth in Section 4.29.

         "Litigation" has the meaning set forth in Section 4.10.

         "Material Adverse Effect" means any condition, event, circumstance,
change or effect that, individually or in the aggregate, has had or could
reasonably be expected to have a material adverse effect on the business,
assets, properties, results of operation, condition (financial or otherwise) or
prospects of the Asset Management Business or the Asset Management Assets.

         "NASD" means the NASD Regulation, Inc.

         "Net Profits or Net Loss" means the net profit or net loss, as the
case may be, of the Asset Management Business (including all business units
thereof, whether or not any such business units have been transferred to Buyer
during the period in question) for the period from January 1, 2003 through and
including the Final Closing Date, calculated in a manner consistent with the
Financial Statements and past practices, provided that in determining such net
profit or net loss (a) revenues shall include revenue shares payable by the
Buyer consistent in nature and amount with past practice, (b) only costs,
expenses and other charges incurred by the Asset Management Business consistent
in nature and amount with past practice shall be taken into account (including
accruals for employee bonuses in respect of 2003 for the period ending on the
Final Closing Date), (c) any costs, expenses and other charges shall not
include any costs, expenses or charges (i) relating to the negotiation or
consummation of the transactions contemplated hereby or by the Brokerage Asset
Purchase Agreement or any costs associated with obtaining any Consents in
connection herewith or therewith or (ii) in respect of any intercompany charges
or allocations by Seller or its Affiliates and (d) the costs, expenses and
other charges shall include an amount equal to $100,000 per month for services
provided to the Asset Management Business by Seller and its Affiliates.

         "NFA" means the National Futures Association.

         "Non-Registered Fund" means any pooled investment vehicle that is not
required to be registered under the Investment Company Act for which any Seller
Entity acts as investment adviser, investment sub-adviser, general partner,
managing member, manager or sponsor.

         "Non-Solicitation Agreement" means the non-solicitation agreement
between Buyer and Seller in respect of the Asset Management Business, dated as
of the date hereof, in the form attached as hereto as Exhibit A.

         "NYSE" means the New York Stock Exchange, Inc.

         "Off-Balance Sheet Transaction" has the meaning set forth in Section
4.05(d).

         "Offering Materials" means all the placement memoranda, prospectuses,
offering memoranda and disclosure documents, all supplements thereto, and the
other written selling materials, brochures and other information used or
distributed in connection with the offer or sale of equity interests in any of
the Funds.

         "OMEGA Assets" has the meaning set forth in Section 2.01(a).

         "OMEGA Business" means the financial advisory, wrap, asset allocation
and related businesses and activities of the Company and its Subsidiaries and
Affiliates in connection with the OMEGA wrap programs as conducted from and
after November 30, 2002.

         "Order" means any order, writ, judgment, arbitration award,
injunction, decree or ruling of or by a Governmental Entity.

         "Organizational Documents" means, with respect to a limited
partnership, the certificate of limited partnership, limited partnership
agreement and subscription agreements with such partnership's partners then in
effect; with respect to a limited liability company, the certificate of
formation, limited liability company agreement and subscription agreements with
such company's members then in effect; and, with respect to a corporation, the
articles of incorporation and by-laws of such corporation, in each case, as in
effect from time to time, then in effect.

         "Permits" means any approval, authorization, certificate, Consent,
easement, filing, franchise, license, notice, permit, exchange seats,
registration or right of any Governmental Entity or any other Person to which
any Person is a party or that is or may be binding upon or inure to the benefit
of any Person or its securities, assets or business.

         "Permitted Liens" has the meaning set forth in Section 4.08(a).

         "Person" means an individual, corporation, partnership, association,
trust, limited liability company or other entity or organization, including a
government or political subdivision or an agency or instrumentality thereof.

         "Post-Final-Closing Period" means, with respect to the Final Closing
Assets, any taxable period beginning after the Final Closing Date.

         "Post-First-Closing Period" means, with respect to the OMEGA Assets,
any taxable period beginning after the First Closing Date.

         "Post-Second-Closing Period" means, with respect to the Wrap Assets,
any taxable period beginning after the Second Closing Date.

         "Pre-Final-Closing Period" means, with respect to the Final Closing
Assets, any taxable period or portion thereof ending on or before the Final
Closing Date.

         "Pre-First-Closing Period" means, with respect to the OMEGA Assets,
any taxable period or portion thereof ending on or before the First Closing
Date.

         "Pre-Second-Closing Period" means, with respect to the Wrap Assets,
any taxable period or portion thereof ending on or before the Second Closing
Date.

         "Purchased Investment" has the meaning set forth in Section 2.04.

         "Registered Fund" means any open-end investment company, closed-end
investment company, unit investment trust or business development company
required to be registered under the relevant provisions of the Investment
Company Act.

         "Registered Representatives" has the meaning set forth in Section
4.14(b).

         "Retained Employee" has the meaning set forth in Section 3.02(i).

         "Retained Employee Liabilities" has the meaning set forth in Section
3.02(j).

         "Second Closing" has the meaning set forth in Section 2.03(b).

         "Second Closing Date" has the meaning set forth in Section 2.03(b).

         "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.

         "Seller" has the meaning set forth in the Preamble.

         "Seller 401(k) Plans" has the meaning set forth in Section 3.02(e).

         "Seller Claims" has the meaning set forth in Section 10.03.

         "Seller Disclosure Schedule" means the document delivered by Seller to
Buyer and Buyer Parent pursuant to Section 3.07 containing the information
required to be included therein pursuant to this Agreement.

         "Seller Entity" means each of the entities other than the Funds
constituting a part of, or transferring any portion of the Asset Management
Assets in accordance with Section 2.01 in respect of, the Asset Management
Business including Seller and each Seller Subsidiary.

         "Seller Equity Plans" has the meaning set forth in Section 3.02(f)(ii).

         "Seller Indemnitees" has the meaning set forth in Section 10.05.

         "Seller Investments" as the meaning set forth in Section 6.01.

         "Seller Parent" has the meaning set forth in the Preamble.

         "Seller Related Instruments" has the meaning set forth in Section
4.01(b).

         "Seller Subsidiary" means each Person constituting a part of the Asset
Management Business so that Buyer and its Affiliates may conduct the Asset
Management Business from and after the Final Closing.

         "Seller Subsidiary Employee" has the meaning set forth in Section
4.11(c).

         "Separate Accounts" means the any accounts of a Client other than the
Funds and Wrap Accounts.

         "Services Agreements" shall mean all agreements and arrangements for
the performance of administrative services, custodial services, transfer agency
services, portfolio accounting services, distribution or other shareholder
services and other services relating to a Fund or the Asset Management
Business.

         "Software" means any and all (a) computer programs, including any and
all software implementation of algorithms, models and methodologies, whether in
source code or object code form, (b) databases and compilations, including any
and all data and collections of data, (c) all documentation, including user
manuals and training materials, relating to any of the foregoing, and (d)
copyrights (including any registrations and applications for any of the
foregoing) related to any or all of (a) through (c).

         "SRO" means a Self Regulatory Organization registered under the
Exchange Act, including the NYSE and NASD.

         "Straddle Period" means, with respect to the OMEGA Assets, any taxable
period beginning on or before and ending after the First Closing Date, with
respect to the Wrap Assets, any taxable period beginning on or before and
ending after the Second Closing Date, and, with respect to the Final Closing
Assets, any taxable period beginning on or before and ending after the Final
Closing Date.

         "Sub-Advised Registered Fund" means any Registered Fund for which the
Company or any Subsidiary thereof acts as investment sub-adviser as of the date
of this Agreement other than a Registered Fund sponsored by any Seller Entity.

         "Subsidiary" means any corporation, limited liability company,
partnership, association, joint venture or other entity of which any person
(either alone or through or together with any other person pursuant to any
agreement, arrangement, contract or other commitment) owns, directly or
indirectly, 50% or more of the capital stock or other equity interests the
holders of which generally are entitled to vote for the election of the board
of directors or other governing body of such entity.

         "Tax" or "Taxes" means (x) any and all taxes, fees, levies,
assessments, deficiencies, duties, tariffs, imposts and other charges or
impositions of any kind (together with any and all interest, penalties,
additions to tax and additional amounts imposed with respect thereto) imposed
by any government or taxing authority, including taxes or other charges on or
with respect to income, gross receipts, property, sales, transfer, recordation,
bulk transfer, real property transfer and gains, use, license, excise,
franchise, employment, social security, unemployment compensation, payroll,
premium, withholding, alternative or added minimum, ad valorem or excise tax,
or any other tax, custom, duty, governmental fee or other like assessment or
charge of any kind whatsoever; (y) any liability for the payment of any amounts
described in (x) as a result of being a member of an affiliated, consolidated,
combined, unitary or similar group or as a result of transferor or successor
liability; and (z) any liability for the payment of any amounts as a result of
being a party to any tax sharing agreement or as a result of any express or
implied obligation to indemnify any other Person with respect to the payment of
any amounts of the type described in clause (x) or (y).

         "Tax Claim" has the meaning set forth in Section 3.03(c).

         "Tax Indemnity Payments" has the meaning set forth in Section
3.03(b)(iii).

         "Tax Return" means any return, report or similar statement required to
be filed with respect to any Tax (including any attached schedules), including,
without limitation, any information return, claim for refund, amended return or
declaration of estimated Tax.

         "Trade Secrets" means, collectively, technology, trade secrets and
other confidential information, know-how, proprietary processes, formulae,
algorithms, models, and methodologies.

         "Trademarks" means, collectively, all trademarks, service marks, trade
names, Internet domain names, designs, logos, slogans, and general intangibles
of like nature used in the Asset Management Business, together with all
goodwill, registrations and applications related to the foregoing (including
the Oppenheimer name) as set forth under "Trademarks" in Section 1.01(b) of the
Seller Disclosure Schedule, other than the CIBC name or any variation thereof.

         "Transfer Tax Schedule" has the meaning set forth in Section 3.03.

         "Transfer Taxes" means all conveyance, sales, use, excise, value,
value added, registration, stamp, franchise, property, transfer, real property
transfer, gains, recording registration and similar Taxes, levies, charges,
fees, together with any and all interest, penalties, additions to tax and
additional amounts imposed with respect thereto.

         "Transferred Accounts" means the Transferred OMEGA Accounts,
Transferred Wrap Accounts and Transferred Final Accounts.

         "Transferred Account Information" means the Transferred OMEGA Account
Information, Transferred Wrap Account Information and Transferred Final Account
Information.

         "Transferred Final Accounts" has the meaning set forth in Section
2.01(c)(i).

         "Transferred Final Account Information" has the meaning set forth in
Section 2.01(c)(iii).

         "Transferred OMEGA Accounts" has the meaning set forth in Section
2.01(a)(i).

         "Transferred OMEGA Account Information" has the meaning set forth in
Section 2.01(a)(iii).

         "Transferred Employees" has the meaning set forth in Section 3.02(c).

         "Transferred Wrap Accounts" has the meaning set forth in Section
2.01(b)(i).

         "Transferred Wrap Account Information" has the meaning set forth in
Section 2.01(b)(iii).

         "Undertaking" has the meaning set forth in Section 2.05(a)(i).

         "Underwriting Agreements" means principal underwriting agreements with
any Registered Fund pursuant to which any Seller Entity or its Affiliate is the
principal underwriter.

         "WARN Act" means the Worker Adjustment and Retraining Notification Act.

         "WARN Obligations" has the meaning set forth in Section 3.02(h).

         "Wrap Account" means, with respect to any Client, an account
maintained by any Seller Entity on behalf of such Client pursuant to a Wrap
Agreement.

         "Wrap Agreement" means, with respect to any Person, each Contract
relating to "wrap" or similar services which are required to be disclosed on
Schedule H to Form ADV, including such Contracts under the "OMEGA", "Strategic
Asset Review", "Oppenheimer Investment Advisers", "Portfolio Advisory Services"
and "Investment Advisory Services" wrap programs.

         "Wrap Assets" has the meaning set forth in Section 2.01(b).

         "Wrap Business" means the financial advisory, wrap, separate account,
asset allocation and related businesses and activities of the Company and its
Subsidiaries and Affiliates as conducted from and after November 30, 2002,
other than the OMEGA Business and businesses and activities related to the
management of, and provision of advisory services to, Funds.

         1.02  Certain Terms.

               (a) As used in this Agreement, the terms "affiliate" and
"associate" have the respective meanings set forth in Rule 12b-2 of the General
Rules and Regulations promulgated under the Exchange Act.

               (b) The term "business day" means any day other than a Saturday,
Sunday or other day on which the NYSE is not open for trading.

               (c) When used in this Agreement, the word "including" shall be
deemed to mean "including, without limitation."

               (d) As used in this Agreement, the word "person" means an
individual, a partnership, a joint venture, a corporation, a trust, an
unincorporated organization and a government or any department or agency
thereof.

               (e) Unless otherwise provided in this Agreement, all references
to "dollars" or "$" shall be to U.S. dollars.

               (f) Unless otherwise provided, all references to Sections,
Articles, Schedules and Exhibits shall be deemed to mean such Sections,
Articles, Schedules or Exhibits "of this Agreement."

               (g) The terms defined in this Agreement have the meanings
assigned to them and include the plural as well as the singular and the
pronouns of either gender or neuter, shall include, as appropriate, the other
pronoun forms.

                                  ARTICLE II
                PURCHASE AND SALE OF ASSETS AND EQUITY INTERESTS
                ------------------------------------------------

         2.01 Assets to Be Sold.

               (a) First Closing. Upon the terms and subject to the conditions
of this Agreement, at the First Closing provided for in Section 2.03 and for no
separate consideration under this Agreement or the Brokerage Asset Purchase
Agreement, subject to the allocation of the Purchase Price as provided for in
the Brokerage Asset Purchase Agreement, Seller shall, and shall cause each
other Seller Entity to, sell, convey, assign, transfer and deliver or cause to
be sold, conveyed, assigned, transferred and delivered to Buyer (or to a
Subsidiary of Buyer, as directed by Buyer), and Buyer (or such Subsidiary)
shall purchase, acquire and assume from each Seller Entity, good and valid
title in and to all of such Seller Entity's right, title and interest in and to
all of the property and assets, real, personal or mixed, tangible or intangible
(including goodwill), of every kind and description, wherever located (other
than the Excluded Assets, the Wrap Assets and the Final Closing Assets) used
primarily in or necessary to conduct the OMEGA Business (the "OMEGA Assets"),
free and clear of any Liens other than Permitted Liens, including:

                    (i) each Seller Entity's rights with respect to the
     Eligible OMEGA Accounts as of the First Closing Date, other than the
     Excluded OMEGA Accounts (the "Transferred OMEGA Accounts");

                    (ii) each Seller Entity's rights under any Wrap Agreements
     or other agreements related to the Transferred OMEGA Accounts, including
     each Seller Entity's rights as to all guarantees, warranties and
     indemnities related thereto;

                    (iii) with respect to the Transferred OMEGA Accounts, but
     subject to applicable privacy laws:

                    (A) all material information relating to each Transferred
             OMEGA Account (all such information, the "Transferred OMEGA Account
             Information"); and

                    (B) all rights granted by Clients to use Transferred OMEGA
             Account Information, including all Client instructions and
             consents with respect to solicitation;

                    (iv) each such Seller Entity's rights with respect to the
     accrued and unpaid fees with respect to the Transferred OMEGA Accounts;

                    (v) except to the extent previously transferred to Buyer
     under the Brokerage Asset Purchase Agreement, all equipment, furniture,
     fixtures, improvements and all other tangible personal property used
     primarily in or necessary to conduct the OMEGA business as set forth on
     Schedule I, provided that any such property which is identified by Buyer
     and Seller as being used in more than one business unit shall be
     transferred to Buyer at the Final Closing;

                    (vi) each such Seller Entity's rights under all Assumed
     Contracts as set forth in the applicable Undertaking used primarily in or
     necessary to conduct the OMEGA Business;

                    (vii) all Permits received by or issued to any Seller
     Entity or any employee or officer thereof to own, or lease and operate the
     Transferred OMEGA Accounts or otherwise used primarily in or necessary to
     conduct the OMEGA Business;

                    (viii) Trademarks and Intellectual Property, together with
     all additions, modifications, updates and enhancements used primarily in
     or necessary to conduct the OMEGA Business;

                    (ix) except to the extent previously transferred to Buyer
     under the Brokerage Asset Purchase Agreement and subject to Section 3.05,
     the Books and Records applicable to the OMEGA Business, provided that any
     such Books and Records which are identified by Buyer and Seller as being
     used in more than one business unit shall be transferred to Buyer at the
     Final Closing; and

                    (x) such prepaid fees and expenses and other assets as
     Buyer and Seller shall mutually agree as necessary and appropriate for the
     operation by Buyer of the OMEGA Business.

               (b) Second Closing. Upon the terms and subject to the conditions
of this Agreement, at the Second Closing provided for in Section 2.03 and for
no separate consideration under this Agreement or the Brokerage Asset Purchase
Agreement, subject to the allocation of the Purchase Price as provided for in
the Brokerage Asset Purchase Agreement, Seller shall, and shall cause each
other Seller Entity to, sell, convey, assign, transfer and deliver or cause to
be sold, conveyed, assigned, transferred and delivered to Buyer (or to a
Subsidiary of Buyer, as directed by Buyer), and Buyer (or such Subsidiary)
shall purchase, acquire and assume from each Seller Entity, good and valid
title in and to all of such Seller Entity's right, title and interest in and to
all of the property and assets, real, personal or mixed, tangible or intangible
(including goodwill), of every kind and description, wherever located (other
than the Excluded Assets, the OMEGA Assets and the Final Closing Assets) used
primarily in or necessary to conduct the Wrap Business (the "Wrap Assets"),
free and clear of any Liens other than Permitted Liens, including:

                    (i) each Seller Entity's rights with respect to the
     Eligible Wrap Accounts as of the Second Closing Date, other than the
     Excluded Wrap Accounts (the "Transferred Wrap Accounts");

                    (ii) each Seller Entity's rights under any agreements
     related to the Transferred Wrap Accounts, including each Seller Entity's
     rights as to all guarantees, warranties and indemnities related thereto;

                    (iii) with respect to the Transferred Wrap Accounts, but
     subject to applicable privacy laws:

                    (A) all material information relating to each Transferred
             Wrap Account (all such information, the "Transferred Wrap Account
             Information");

                    (B) all rights granted by Clients to use Transferred Wrap
             Account Information, including all Client instructions and consents
             with respect to solicitation;

                    (iv) each such Seller Entity's rights with respect to the
     accrued and unpaid fees with respect to the Transferred Wrap Accounts;

                    (v) except to the extent previously transferred to Buyer
     under the Brokerage Asset Purchase Agreement, all equipment, furniture,
     fixtures, improvements and all other tangible personal property used
     primarily in or necessary to conduct the Wrap Business as set forth on
     Schedule II, provided that any such property which is identified by Buyer
     and Seller as being used in more than one business unit shall be
     transferred to Buyer at the Final Closing;

                    (vi) each such Seller Entity's rights under all Assumed
     Contracts as set forth in the applicable Undertaking used primarily in or
     necessary to conduct the Wrap Business;

                    (vii) all Permits received by or issued to any Seller
     Entity or any employee or officer thereof to own, or lease and operate the
     Transferred Wrap Accounts or otherwise used primarily in or necessary to
     conduct the Wrap Business;

                    (viii) Trademarks and Intellectual Property, together with
     all additions, modifications, updates and enhancements used primarily in
     or necessary to conduct the Wrap Business;

                    (ix) except to the extent previously transferred to Buyer
     under the Brokerage Asset Purchase Agreement or the First Closing and
     subject to Section 3.05, the Books and Records applicable to the Wrap
     Business, provided that any such Books and Records which are identified by
     Buyer and Seller as being used in more than one business unit shall be
     transferred to Buyer at the Final Closing; and

                    (x) such prepaid fees and expenses and other assets as
     Buyer and Seller shall mutually agree as necessary and appropriate for the
     operation by Buyer of the Wrap Business.

               (c) Final Closing. Upon the terms and subject to the conditions
of this Agreement, at the Final Closing provided for in Section 2.03 and,
except as provided below in this Section 2.01(c), for no separate consideration
under this Agreement or the Brokerage Asset Purchase Agreement, subject to the
allocation of the Purchase Price as provided for in the Brokerage Asset
Purchase Agreement, Seller shall, and shall cause each other Seller Entity to,
sell, convey, assign, transfer and deliver or cause to be sold, conveyed,
assigned, transferred and delivered to Buyer (or to a Subsidiary of Buyer, as
directed by Buyer), and Buyer (or such Subsidiary) shall purchase, acquire and
assume from each Seller Entity, good and valid title in and to all of such
Seller Entity's right, title and interest in and to all of the property and
assets, real, personal or mixed, tangible or intangible (including goodwill),
of every kind and description, wherever located (other than the Excluded
Assets, the OMEGA Assets, and the Wrap Assets) used primarily in or necessary
to conduct the Asset Management Business (the "Final Closing Assets", and
collectively with the OMEGA Assets and the Wrap Assets, the "Asset Management
Assets"), free and clear of any Liens other than Permitted Liens, including:

                    (i) each such Seller Entity's rights with respect to the
     Eligible Client Accounts as of the Final Closing Date, other than the
     Excluded Accounts, Eligible OMEGA Accounts and Eligible Wrap Accounts (the
     "Transferred Final Accounts");

                    (ii) each such Seller Entity's rights under the Advisory
     and Wrap Agreements and other agreements related to the Transferred Final
     Accounts, including such Seller Entity's rights as to all guarantees,
     warranties and indemnities related thereto;

                    (iii) with respect to the Transferred Final Accounts, but
     subject to applicable privacy laws:

                    (A) all material information relating to each Final
             Transferred Account (all such information, the "Transferred
             Final Account Information");

                    (B) all rights granted by Clients to use Transferred Final
             Account Information, including all Client instructions and
             consents with respect to solicitation;

                    (iv) each such Seller Entity's rights with respect to the
     accrued and unpaid fees (together with accrued and unpaid fees transferred
     pursuant to Section 2.01(a)(iv) or 2.01(b)(iv), the "Accrued Fees") with
     respect to the Transferred Final Accounts;

                    (v) except to the extent transferred at the First Closing
     or the Second Closing, all equipment, furniture, fixtures, improvements
     and all other tangible personal property used primarily in or necessary to
     conduct the Asset Management Business as set forth on Schedule III
     (together with such property set forth on Schedules I and II, the
     "Acquired Property");

                    (vi) except to the extent transferred at the First Closing
     or the Second Closing, each such Seller Entity's rights under all Assumed
     Contracts as set forth in the applicable Undertaking;

                    (vii) except to the extent transferred at the First Closing
     or the Second Closing, all Permits received by or issued to each such
     Seller Entity or any employee or officer thereof to own, or lease and
     operate the Asset Management Business and to conduct the Asset Management
     Business;

                    (viii) except to the extent transferred at the First
     Closing or the Second Closing, Trademarks and Intellectual Property,
     together with all additions, modifications, updates and enhancements;

                    (ix) except to the extent previously transferred to Buyer
     under the Brokerage Asset Purchase Agreement or at the First Closing or
     the Second Closing and subject to Section 3.05, the Books and Records;

                    (x) except to the extent transferred at the First Closing
     or the Second Closing, such prepaid fees and expenses and other assets as
     Buyer and Seller shall mutually agree as necessary and appropriate for the
     operation by Buyer of the Asset Management Business; and

                    (xi) all Purchased Investments, provided that the purchase
     price for such Purchased Investments shall be as provided in Section 2.04.

               (d) Such sales, conveyances, assignments, transfers and
deliveries under Section 2.01 and Section 2.02 shall be effected by delivery by
or on behalf of each Seller Entity to Buyer or its designees of (i) a duly
executed bill of sale and other appropriate documents of transfer in a form to
be mutually agreed (the "Bill of Sale"); and (ii) a duly executed assignment of
Trademarks and Intellectual Property, including patents, trademarks, trade
names, copyrights and licenses and applications therefor, in recordable form
and otherwise in a form to be mutually agreed and a duly executed assignment of
each Investment otherwise in a form to be mutually agreed (such assignments and
other documents of transfer, together with the Bill of Sale the "Instruments of
Assignment") as shall be necessary to vest in Buyer good and valid title to the
Asset Management Assets and the Equity Interests, in each case free and clear
of any and all liabilities, obligations and Liens, except the Assumed
Liabilities and Permitted Liens.

         2.02 Equity Interests to Be Sold. Upon the terms and subject to the
conditions of this Agreement and the Brokerage Asset Purchase Agreement, at the
Final Closing, the applicable Seller Entities hereby agree to sell to Buyer,
free and clear of all Liens, and Buyer hereby agrees to purchase from the
applicable Seller Entities, all of the Equity Interests, including, for the
avoidance of doubt, all rights of such Seller Entities in respect of Advisory
Agreements.

         2.03 Closings. (a) The First Closing (the "First Closing") shall take
place at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, 4 Times
Square, New York, NY 10036, at 10:00 a.m., Eastern time, on January 20, 2003 or
such earlier date or dates as Buyer may specify, or, if the conditions to the
First Closing set forth in Articles VII and VIII shall not have been satisfied
or waived by any such date or dates, as soon as practicable after such
conditions shall have been satisfied, or such other date and time as shall be
mutually agreed upon in writing by the parties hereto. The date on which the
First Closing actually occurs is referred to herein as the "First Closing
Date."

               (b) The Second Closing (the "Second Closing") shall take place
at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, 4 Times Square, New
York, NY 10036, at 10:00 a.m., Eastern time, on or about March 31, 2003 or, if
the conditions to the Second Closing set forth in Articles VII and VIII shall
not have been satisfied or waived by such date, as soon as practicable after
such conditions shall have been satisfied, or such other date and time as shall
be mutually agreed upon in writing by the parties hereto. The date on which the
Second Closing actually occurs is referred to herein as the "Second Closing
Date."

               (c) The Final Closing (the "Final Closing") shall take place at
the offices of Skadden, Arps, Slate, Meagher & Flom LLP, 4 Times Square, New
York, NY 10036, at 10:00 a.m., Eastern time, on or about April 30, 2003 or on
such later date which is three (3) business days after the date on which the
scheduled meetings with respect to the Registered Funds shall have occurred or,
if the conditions to the Final Closing set forth in Articles VII and VIII shall
not have been satisfied or waived by such date, as soon as practicable after
such conditions shall have been satisfied, or such other date and time as shall
be mutually agreed upon in writing by the parties hereto. The date on which the
Final Closing actually occurs is referred to herein as the "Final Closing
Date."

         2.04 Certain Investments. Upon the terms and subject to the conditions
of this Agreement, at the Final Closing, Seller shall, and shall cause each
other Seller Entity to, sell, convey, assign, transfer and deliver or cause to
be sold, conveyed, assigned, transferred and delivered to Buyer (or to a
Subsidiary of Buyer, as directed by Buyer), and Buyer (or such Subsidiary)
shall purchase, acquire and assume from each such Seller Entity as applicable,
good and valid title in and to all of such Seller Entity's right, title and
interest in and to each of the Investments set forth on Schedule IV (the
"Purchased Investments") for the purchase price specified therein, free and
clear of any Liens other than Permitted Liens, provided that Seller shall not
be obligated to sell, and Buyer shall not be obligated to purchase, any such
Purchased Investment relating to any Fund as to which the requisite client
Consents have not been obtained.

         2.05 Deliveries by the Parties. At each of the Applicable Closings,
the parties shall deliver or cause to be delivered (unless delivered
previously) the following:

             (a) Deliveries by Buyer:

                    (i) an undertaking by Buyer relating to the Assumed
     Liabilities in respect of the Applicable Closing in the form used in
     connection with the Brokerage Closing (each, an "Undertaking"); and

                    (ii) all other documents, certificates, instruments or
     writings required to be delivered by Buyer or its Subsidiaries at or prior
     to the Applicable Closing, pursuant to this Agreement or otherwise
     required in connection herewith.

               (b) Deliveries by the Seller Entities:

                    (i) the Instruments of Assignment;

                    (ii) subject to Section 3.05, the Books and Records; and

                    (iii) the officer's certificate referred to in Section 6.11.

               (c) all other documents, certificates, instruments or writings
required to be delivered by any Seller Entity or any of such Seller Entity's
Subsidiaries at or prior to the Applicable Closing, pursuant to this Agreement
or otherwise required in connection herewith.

         2.06 Assumed Liabilities; Excluded Liabilities.

               (a) On the Applicable Closing Date, Buyer shall assume, perform
and discharge when due each Seller Entity's obligations (i) under Contracts
transferred to Buyer pursuant to Section 2.01(a), (b) or (c), as applicable,
and set forth in the Undertaking in respect of the Applicable Closing
(collectively, the "Assumed Contracts") required under the terms of such
Assumed Contracts to be performed after the Applicable Closing Date, (ii) with
respect to the Deferred Compensation Plan as set forth in Section 3.02(f)
required under the terms of such Deferred Compensation Plan to be performed
after such date and (iii) reserved against in the most recent balance sheet in
the Financial Statements or otherwise constituting normal trade payables
incurred in the ordinary course of the Asset Management Business after the date
thereof consistent in nature and amount with past practices thereof to the
extent related to the OMEGA Assets, Wrap Assets or Final Closing Assets, as the
case may be, in each case as set forth in Section 2.06 of the Seller Disclosure
Schedule in respect of each Applicable Closing, provided that the liabilities
assumed hereunder shall in no event include any costs, expenses or other
liabilities relating to the negotiation and consummation of the transactions
contemplated by the Brokerage Asset Purchase Agreement or this Agreement and
including any Consents relating thereto.

               (b) Notwithstanding any other provision hereof, except as
expressly assumed pursuant to Section 2.06(a) (the "Assumed Liabilities"),
neither Buyer Parent nor Buyer has agreed to pay, and shall not be required to
assume, shall have no liability or obligation with respect to, and shall be
indemnified in accordance with Article X by Seller for, any liability or
obligation, direct or indirect, known or unknown, absolute, contingent or
accrued, with respect to the Asset Management Business, including liabilities
of any Seller Entity, any of their respective Subsidiaries or the Asset
Management Assets (the "Excluded Liabilities") including (i) any liability,
responsibility or obligation that is attributable to any Excluded Asset; (ii)
any liability, responsibility or obligation relating to the Asset Management
Assets or the Asset Management Business arising out of any event, circumstance
or condition occurring or existing prior to the Applicable Closing; (iii) any
liability, responsibility or obligation arising out of (A) any suit, action,
proceeding, arbitration, mediation, inquiry or investigation pending or
threatened as of, or arising out of any event, circumstance or condition
occurring or existing prior to, the Applicable Closing; or (B) any actual or
alleged violation of Law prior to the Applicable Closing; (iv) any Retained
Employee Liability; (v) except as expressly set forth in Section 3.02, any
liability, responsibility or obligation with respect to the operation or
maintenance of any employment or benefit plan, program or agreement or
arrangement provided by Seller or any related entity after the Applicable
Closing Date and (vi) any liability, responsibility or obligation for (A) Taxes
of Seller or any of its Affiliates or (B) Taxes attributable to the OMEGA
Assets, Wrap Assets or Final Closing Assets, as the case may be, relating to
any period or any portion of any period ending prior to the Applicable Closing
Date for such assets including any Taxes upon or arising out of the
distribution or other transfer by any Seller Entity to Seller or for the
account of any Affiliate of the Seller Investments as contemplated by Section
6.01. Subject to Section 2.09, Seller hereby agrees to pay, perform and
discharge when due, any and all of the Excluded Liabilities.

         2.07 Excluded Assets. Notwithstanding any other provision hereof, no
Seller Entity shall sell or deliver to Buyer, and Buyer shall not purchase or
acquire from any Seller Entity and neither Buyer Parent nor Buyer shall have
liability or obligation with respect to, (a) any Excluded Account, (b) except
as provided in Section 2.01, any Company names, marks, (c) asset management
services for Excluded Accounts, (d) asset management and private client
business or services for any directors, officers and employees of any Seller
Entity other than to the extent it is determined by Seller that such services
may be provided by Buyer to such directors, officers or employees under
Applicable Law or the relevant compliance manual and (e) any insurance policies
owned by Seller, excluding such policies, if any, which provide coverage to any
Fund (the "Excluded Assets"). Notwithstanding Section 2.01, Seller and Buyer
agree to cooperate in good faith to determine the appropriate manner and timing
of the transfer or assignment of the accounts of any Transferred Employees to
Buyer.

         2.08 Consent of Third Parties. To the extent that the sale,
conveyance, transfer or assignment of any Asset Management Asset or Equity
Interest requires the consent of a third party, this Agreement shall not
constitute an agreement to consummate such sale, conveyance, transfer or
assignment if such consummation would constitute a breach or violation thereof
or adversely affect Buyer's rights thereunder. Seller agrees to use its
reasonable best efforts (with no obligation to pay any fee to any third party
from whom any consent or approval is sought or any costs and expenses of such
third party in providing such consent or approval) to obtain such consents
prior to the Applicable Closing Date in accordance with Sections 6.04 and 6.12.
Except with respect to any Client consents contemplated by Section 6.12, to the
extent that any such consent is not obtained prior to the Applicable Closing
Date, (i) Seller shall use reasonable best efforts (with no obligation to pay
any fee to any third party from whom any consent or approval is sought or any
costs and expenses of such third party in providing such consent or approval)
to (A) obtain any such consent after the Applicable Closing Date, (B) to the
extent reasonably practicable, provide or cause to be provided to Buyer the
benefits of any such Asset Management Asset or Equity Interest for which such
consent or waiver has not been obtained, (C) cooperate in any arrangement,
reasonable and lawful as to Seller and Buyer, designed to provide such benefits
to Buyer, (D) enforce for the account of Buyer any rights of Seller arising
from such Asset Management Asset or Equity Interest for which such consent has
not been obtained against the other party, including, without limitation, the
right to elect to terminate in accordance with the terms thereof on the advice
of Buyer, and (E) Seller shall pay, defend, indemnify and hold Buyer harmless
from any liability suffered by Buyer as a result of any failure of Seller to
obtain such consent whether before or after the Applicable Closing Date; and
(ii) Buyer shall use reasonable best efforts to perform the obligations of
Seller arising under such Asset Management Asset or Equity Interest for which
such consent has not been obtained, to the extent that by reason of the
transactions consummated pursuant to this Agreement, Buyer has control over the
resources necessary to perform such obligations. Except with respect to any
Client consents contemplated by Section 6.12, nothing in this Section 2.08
shall be deemed (i) a waiver by Buyer of its rights to have received on or
before the Applicable Closing Date an effective assignment of all of the Asset
Management Assets and Equity Interests, (ii) a waiver by Buyer of its rights to
have each condition to each Applicable Closing set forth in Article VIII
satisfied on the Applicable Closing Date or (iii) to constitute an agreement to
exclude from the Asset Management Assets any properties, assets or rights
described under Section 2.01 or limit or affect the representations, warranties
and covenants of Seller Parent or any Seller Entity in this Agreement.

         2.09 Post-Closing Adjustment. Seller, Buyer Parent and Buyer agree
that (a) if there is a Net Profit, such Net Profit shall be for the benefit of
Seller and a payment shall be made by Buyer to Seller as soon as practicable
following (and subject to the occurrence of) the Final Closing Date solely to
the extent that Seller has not already received such Net Profit and (b) if
there is a Net Loss, Buyer shall make a payment to Seller as soon as
practicable following (and subject to the occurrence of) the Final Closing Date
equal to such Net Loss multiplied by the AA Transfer Percentage.

                                  ARTICLE III
                                RELATED MATTERS
                                ---------------

         3.01 [Reserved.]

         3.02 Employees; Employee Benefits.

               (a) Business Employees. Section 3.02(a) of the Seller Disclosure
Schedule sets forth a true and complete list of all employees of the Asset
Management Business as of the date hereof other than any employees transferred
to Buyer at the Brokerage Closing Date (the "Business Employees") indicating
each such employee's title, employer and business unit. Effective as of the
Hire Date applicable to each Business Employee, such Business Employee shall
cease to be an employee of Seller or an Affiliate of Seller. Buyer or an
Affiliate of Buyer has offered employment to all Business Employees, in
accordance with Section 3.02(b), (i) in substantially the same position, (ii)
in the same city, (iii) with the same base salary, and (iv) with the same
vacation policy applicable to each such Business Employee as of the applicable
Hire Date. Notwithstanding the foregoing or any other provision of this
Agreement, Buyer's offer to any Business Employee who is on short-term or
long-term disability or any approved leave of absence (each an "Inactive
Employee") as of the applicable Hire Date is conditioned on such Inactive
Employee's being ready and able to return to work within six months following
the applicable Hire Date, and such an Inactive Employee shall not become an
employee of Buyer or an Affiliate of Buyer unless and until they are ready and
able to work as of a date within six months of the applicable Hire Date. Prior
to the date Inactive Employees are hired by Buyer or an Affiliate of Buyer,
such Inactive Employees shall be retained as employees of Seller, but only for
such period as an individual on short-term or long-term disability or approved
leave of absence, respectively, would normally remain an employee in the
absence of this transaction, and Seller shall continue to provide such Inactive
Employees for the period that they remain employees of the Seller with such
benefits as Seller or an Affiliate of Seller was providing on the applicable
Hire Date to employees on long-term disability leave, short-term disability
leave or approved leave of absence, respectively. Seller shall remain and be
solely responsible for any severance or other liability of any nature
attributable to the cessation of employment of Business Employees with the
Seller, regardless of the date such cessation occurs; provided, however, that
Seller's retention of such responsibility and liability shall not preclude
Seller from seeking recourse against the Buyer or an Affiliate of Buyer for any
breach of Buyer's covenants in this Section 3.02, it being understood that
Seller shall retain all such responsibility and liability to the extent that
the business unit to which such Business Employee relates was not transferred
as contemplated hereunder. Subject to the provisions of this Section 3.02, as
of the applicable Hire Date, Buyer shall assume responsibility for all salary,
bonus, commission costs, benefits and other employment related costs accrued on
and after the applicable Hire Date with respect to each Transferred Employee.
Seller shall not take, and shall cause each of its Affiliates not to take, any
action that would impede, hinder, interfere or otherwise compete with Buyer's
or an Affiliate of Buyer's effort to hire or retain any Business Employee.

               (b) Offers of Employment from Buyer. Buyer or an Affiliate of
Buyer has extended offers of employment to all Business Employees in accordance
with the provisions of Section 3.02(a).

                    (i) The terms of each offer specified that (except in the
     case of Inactive Employees) the offer was deemed accepted unless the
     Business Employee delivered a written rejection of the offer to Buyer no
     later than December 16, 2002. Buyer has provided Seller with a complete
     list of Business Employees who have rejected Buyer's offer of employment.
     The terms of the offers further specified that the effective date of
     employment with Buyer or an Affiliate of Buyer pursuant to the offer is
     contingent upon whether the Business Employee is an Inactive Employee on
     the applicable Hire Date. Business Employees who fail to timely reject an
     offer of employment from Buyer, and who are not Inactive Employees, shall
     become employees of Buyer on the applicable Hire Date.

                    (ii) The terms of each offer specified that each Business
     Employee who is an Inactive Employee on the applicable Hire Date shall be
     deemed to accept Buyer's offer and shall become an employee of Buyer or an
     Affiliate of Buyer as soon as reasonably practicable after the date Seller
     notifies Buyer that such individual has notified Seller that he or she is
     ready and able to return to work, provided that (x) such notice to Buyer
     is given within six months of the otherwise applicable Hire Date and (y)
     on or prior to the time the Inactive Employee gives notice to the Seller
     that he or she is ready to return to work, he or she has not expressly
     rejected Buyer's offer. Inactive Employees who reject Buyer's offer shall
     be deemed to have resigned their employment with Seller.

               (c) Transferred Employees. Effective as of the applicable Hire
Date, except as expressly provided herein, Buyer shall cause each Business
Employee who accepts and commences employment with Buyer or an Affiliate of
Buyer as of the applicable Hire Date (the "Transferred Employees") to be
provided with compensation and benefits that shall, in the aggregate, in
Buyer's reasonable judgment be substantially equivalent to the compensation and
benefits provided by Buyer to its similarly situated employees; provided,
however, that for a period of one year following the applicable Hire Date, each
Transferred Employee shall be entitled to remain in substantially the same
position, with the same base salary and same vacation policy as maintained by
Seller as of the applicable Hire Date as set forth on Section 3.02(c) of the
Seller Disclosure Schedule (as updated by Seller after the date hereof),
provided that such employee remains employed by Buyer or an Affiliate of Buyer;
and provided, further, to the extent that substantially all the business unit
to which a Business Employee relates was not transferred as contemplated in
Article II, Seller shall remain and be solely responsible for all severance and
other liability of any nature attributable to the cessation of employment of
such Business Employee with the Seller regardless of the date such cessation
occurs. Nothing herein shall be construed as guaranteeing employment for any
specific period of time or altering the at-will employment status of any
employee. For a transition period, if any, commencing on the applicable Hire
Date and ending on the sixtieth (60th) day following the closing date of the
transactions contemplated by the Brokerage Asset Purchase Agreement (subject to
possible extension (or earlier termination) in accordance with the provisions
of the Transition Services Agreement contemplated by the Brokerage Asset
Purchase Agreement) (the "Transition Period"), subject to limitations in and
requirements of Applicable Laws and applicable plans and contracts, Seller or
an Affiliate of Seller shall use its reasonable best efforts to cause
Transferred Employees, (and Inactive Employees who commence employment with the
Buyer or an Affiliate of Buyer during the Transition Period) to continue to be
provided with the health and welfare benefits specified in the Transition
Services Agreement in accordance with the terms thereof, and Buyer shall pay
Seller or an Affiliate of Seller in respect thereof as detailed in the
Transition Services Agreement. If Seller or an Affiliate of Seller, using
reasonable best efforts is unable to continue to provide such coverage, Buyer
or an Affiliate of Buyer shall make available to such employees health and
welfare plan coverage that is substantially equivalent to the coverage then
provided by Buyer to its similarly situated employees, with no break in
coverage. Buyer shall not assume responsibility for the provision of benefits
to any Business Employee until such employee commences employment with Buyer or
an Affiliate of Buyer. Buyer shall not be precluded from modifying its
employment agreements, plans, policies and practices as to its employees
generally on or after the applicable Hire Date, provided that such changes
apply to all Buyer employees who are similarly situated to the Transferred
Employees, and further provided that (A) for a period of one year after the
applicable Hire Date Buyer shall continue to provide to each Transferred
Employee the same base salary and the same vacation policy as provided by
Seller as of immediately prior to the applicable Hire Date, provided that such
employee remains employed by Buyer or an Affiliate of Buyer; and (B) the
recognition of prior service, as described in Section 3.02(d), shall not be
eliminated. Buyer shall be solely liable in accordance with Section 3.02(g) for
the provision of COBRA benefits to any Transferred Employee who is terminated
by Buyer (or otherwise incurs a qualifying event) during the Transition Period.
Inactive Employees who commence employment with the Buyer or an Affiliate of
Buyer shall be treated as if such employees were Transferred Employees and
shall be subject to the terms and conditions of this Section 3.02, taking into
account their later commencement of employment date with the Buyer or an
Affiliate of Buyer.

               (d) Credit for Service. Buyer shall permit Transferred Employees
to participate in all Buyer plans in which participation is open to similarly
situated employees of Buyer at comparable levels for such similarly situated
employees, except where such participation in Buyer plans would result in a
duplication of benefits for such Transferred Employee, and Buyer shall cause
the Transferred Employees to be given full credit for all service with Seller
or an Affiliate of Seller prior to the applicable Hire Date for purposes of
eligibility, vesting and determination of the level of benefits under any
employee benefit plans or arrangements of Buyer or an Affiliate of Buyer or any
plans of Seller that are assumed by or maintained by Buyer in which such
Transferred Employees participate after the applicable Hire Date, to the same
extent such service was recognized by Seller or an Affiliate of Seller
immediately prior to the applicable Hire Date; provided, however, that such
service need not be recognized for purposes of benefit accruals under any
defined benefit plan maintained by Buyer or an Affiliate of Buyer, nor shall
such service be recognized to the extent it would result in duplication of
benefits. Buyer or an Affiliate of Buyer shall (i) waive all limitations as to
preexisting conditions, exclusions and waiting periods with respect to
participation and coverage requirements applicable to Transferred Employees
under any welfare plan in which such employees may be eligible to participate
after the applicable Hire Date, other than limitations or waiting periods that
are already in effect with respect to such employees and that have not been
satisfied as of the applicable Hire Date under the corresponding welfare plan
of Seller or an Affiliate of Seller in which such Transferred Employees
participate immediately prior to the applicable Hire Date, and (ii) for the
plan year in which the applicable Hire Date occurs, provide each Transferred
Employee with credit for any co-payments and deductibles paid prior to the
applicable Hire Date in satisfying any applicable deductible or out-of-pocket
requirements under any welfare plans in which such employees are eligible to
participate after the applicable Hire Date, as if those deductibles or
co-payments had been paid under the welfare plans in which such employees are
eligible to participate after the applicable Hire Date.

               (e) 401(k) Plan. Seller shall take such actions as may be
necessary to ensure that all Transferred Employees are, as of the applicable
Hire Date, 100% vested in their account balances under the Seller 401(k)
Savings Plan and the Oppenheimer Capital Accumulation 401(k) Plan (collectively
the "Seller 401(k) Plans"), and shall contribute to the Seller 401(k) Savings
Plan, within two weeks of the applicable Hire Date, such additional matching
contributions, if any, required for each Transferred Employee in accordance
with the terms and conditions of the Seller 401(k) Savings Plan for the portion
of the Plan year in which the applicable Hire Date occurs during which such
Transferred Employees were employed by Seller. Commencing with the applicable
Hire Date, Transferred Employees shall be eligible to participate in Buyer's
401(k) plan, Buyer shall make any profit sharing contributions to such plan, on
the same terms and conditions as for comparable employees of Buyer, recognizing
their prior service to Seller and compensation from Seller, as service and
compensation with Buyer.

               (f) Certain Plans.

                    (i) Effective as of the applicable Hire Date, Buyer shall,
     or shall cause an Affiliate of Buyer to, assume and maintain as plan
     sponsor and administrator and perform all obligations with respect to, the
     Seller's Executive Voluntary Deferred Compensation Plan (the "Deferred
     Compensation Plan"), as it applies to Transferred Employees. Between the
     date hereof and the applicable Hire Date, at Buyer's request, Seller shall
     provide a full and accurate report to Buyer as to the amounts accrued to
     date attributable to the Transferred Employees under the Deferred
     Compensation Plan. Seller shall transfer to Buyer, as of the close of
     business on the applicable Hire Date, securities attributable to each
     affected Transferred Employee's accounts under the Deferred Compensation
     Plan.

                    (ii) Subject to the limitations and requirements of
     Seller's Stock Participation Plan and various stock option plans
     maintained by Seller (the "Seller Equity Plans"), Seller shall recognize
     service with Buyer for the purposes of vesting and dividend distributions
     under the Seller Equity Plans after the applicable Hire Date as if it were
     service with Seller; provided, however, that Transferred Employees shall
     not be entitled to any new award under any Seller Equity Plan after the
     applicable Hire Date and provided, further, that nothing in this Section
     3.02(f)(ii) shall be construed to affect or in any way limit (A) the
     operation or application of any change in control provisions in any Seller
     Equity Plan; or (B) any right to a dividend distribution to which a
     Transferred Employee is otherwise entitled as a result of the transactions
     contemplated herein.

                    (iii) As of the applicable Hire Date, Buyer shall allow
     Transferred Employees to participate in its flexible spending account
     program. At Buyer's request, Seller shall take such action as may be
     necessary to transfer to Fahnestock, subject to applicable law and those
     requirements that must be complied with to maintain favorable tax
     treatment, the positive net aggregate balances (i.e., actual salary
     reductions, less expenses incurred), if any, under Seller's Flexible
     Spending Account Program for each of the Transferred Employees. Each
     salary reduction election executed by a Transferred Employee for 2003
     under Seller's Flexible Spending Account Program shall continue in effect
     for 2003 with respect to Buyer's flexible spending account program until
     such salary reduction election is revoked or amended by such Transferred
     Employee. Section 3.02(f)(iii) of the Seller Disclosure Schedule lists
     each Business Employee's flexible spending account salary reduction
     election made with respect to 2003.

               (g) COBRA. To the extent that any employee of Seller
participates in a "group health plan" (within the meaning of Section 5000(b)(1)
of the Code maintained by Seller ("Group Health Plan") and such employee incurs
a qualifying event under Section 4980B of the Code on the applicable Hire Date
on account of his or her termination of employment with Seller, as determined
in accordance with applicable Treasury Regulations, Seller shall comply with
all notice and continuation coverage requirements applicable to the Group
Health Plans under Section 4980B of the Code known as COBRA ("COBRA
Requirements") with respect to such employees and any "qualified beneficiaries"
(as defined in Section 4980B of the Code)) under the group health plan in
accordance with Section 4980B of the Code and the regulations thereunder,
provided that if for any reason Buyer has not established a health plan that
covers the Transferred Employees prior to the expiration of the Transition
Period, and any such Transferred Employee elects COBRA coverage under Seller's
health plans, Buyer shall pay the full COBRA premium on behalf of such
Transferred Employee (except for the amount such Transferred Employee would
have been required to pay as an active employee of Seller) and shall reimburse
Seller to the extent that any claims paid for Transferred Employees electing
COBRA exceed COBRA premiums and stop loss reimbursements. To the extent that a
Covered Employee participates in a Group Health Plan on or after the applicable
Hire Date, whether maintained by Seller during the Transition Period, or by
Buyer at any time, and such employee incurs a qualifying event under Section
4980B of the Code after the applicable Hire Date, Buyer shall assume
responsibility and shall comply with all COBRA Requirements with respect to
such employees and any "qualified beneficiaries" (as defined in Section 4980B
of the Code) under the Group Health Plan in accordance with Section 4980B of
the Code and the regulations thereunder.

               (h) WARN Act. To the extent that any obligations might arise
under the WARN Act or under any similar provision of any federal, state,
regional, foreign, or local law, rule, or regulation (hereinafter referred to
collectively as "WARN Obligations") as a consequence of the transactions
contemplated by this Agreement, Seller shall be responsible for any WARN
Obligations arising as a result of any employment losses occurring on or prior
to any Hire Date except to the extent such losses are attributable to Buyer's
material failure to perform any of the covenants described herein.

               (i) Accrued Obligations. Seller shall be solely responsible for
all obligations and liabilities accrued prior to the applicable Hire Date of
each Business Employee, including, (i) payroll and fringe benefits, (ii) earned
bonuses and incentive compensation, (iii) accrued vacation and holiday pay,
(iv) workers' compensation and (v) claims incurred under health plans. Buyer
shall be solely responsible for all obligations and liabilities accrued
following the applicable Hire Date of each Transferred Employee, including, (i)
payroll and fringe benefits, (ii) earned bonuses and incentive compensation,
(iii) accrued vacation and holiday pay, (iv) workers' compensation and (v)
claims incurred under health plans; provided, however, that Seller shall remain
liable and responsible for payments to Transferred Employees of any annual
incentive compensation bonuses for fiscal year 2002 as determined in accordance
with the applicable bonus plans maintained by Seller in which the Transferred
Employees participate as of the applicable Hire Date; and provided, further,
that with respect to any such bonuses earned for Seller's fiscal year 2003,
Seller shall transfer to Buyer a cash amount equivalent to the sum of 1/6ths of
the actual fiscal year 2002 bonus payment awarded to each Transferred Employee
and Inactive Employee (subject to a pro rata reduction for any period in which
any Inactive Employee was not entitled to a bonus payment during Seller's
fiscal year 2003), within ten (10) business days following confirmation of
acceptance of the employment offer made to each such individual from Buyer or
an Affiliate of Buyer; and provided, further, to the extent that substantially
all the business unit to which a Business Employee relates was not transferred
as contemplated in Article II, Seller shall remain and be solely responsible
for all severance and other liability of any nature attributable to the
cessation of employment of such Business Employee with the Seller regardless of
the date such cessation occurs. Subject to receiving the funds, if any, payable
by Seller under this paragraph, Buyer shall assume all liability for bonus
obligations payable to the Transferred Employees beginning November 1, 2002
through the applicable Hire Date, and Buyer shall pay each employee the 1/6ths
amount transferred by Seller in respect of such employee (less applicable
withholdings specific to this payment) on or prior to the time Buyer makes
bonus payments in respect of fiscal year 2003.

               (j) Retained Liabilities. Seller shall retain and be solely
responsible for (i) all employment-related obligations and liabilities
(including all obligations and liabilities under the WARN Act and COBRA, if
any) relating to each employee, officer, director or consultant of the Asset
Management Business who is not a Business Employee and each Business Employee
(and his dependents or beneficiaries) with respect to whom Buyer has fulfilled
its obligations under this Section 3.02 to offer or transfer employment, but
who does not become a Transferred Employee (including any Business Employee who
declines employment with Buyer or an Affiliate of Buyer or who does not return
to work from a disability or other leave of absence within six (6) months
following the applicable Hire Date) (a "Retained Employee") and (ii) all
compensation and benefit obligations and employment law claims of Transferred
Employees and other Business Employees who commence employment with the Buyer
or an Affiliate of the Buyer to the extent arising from events or conditions
that existed prior to the time as of which such employee commenced employment
with the Buyer or an Affiliate of Buyer ((i) and (ii) together, the "Retained
Employee Liabilities") (provided, however, that Seller's retention of such
responsibility and liability shall not preclude Seller from seeking recourse
against the Buyer or an Affiliate of Buyer for any breach of Buyer's covenants
in this Section 3.02). Buyer shall be solely liable for all compensation and
benefit obligations and employment law claims of Transferred Employees and
Inactive Employees who commence employment with Buyer or an Affiliate of Buyer
arising from events or conditions that arise or occur on or after the time as
of which they commence employment with the Buyer or an Affiliate of Buyer.

         3.03 Tax Matters. Transfer Taxes. Company and Buyer shall each be
responsible for 50% of any and all Transfer Taxes which become payable in
connection with the transactions contemplated by this Agreement. No later than
five (5) days after the Applicable Closing Date, Company shall provide to Buyer
a schedule (the "Transfer Tax Schedule") setting forth in reasonable detail the
calculations of the amounts of such Transfer Taxes for Buyer's review and
consent (which shall not be unreasonably withheld). Seller shall file all Tax
Returns that must be filed in connection with payment of such Transfer Taxes
and shall pay such Transfer Taxes in the ordinary course of its business.
Company and Buyer agree to use reasonable best efforts to obtain a sale for
resale or other Tax exemption where available and otherwise to minimize the
amount of Transfer Taxes payable in connection with the transactions
contemplated by this Agreement. Buyer shall provide a resale certification at
Brokerage Closing or such other documents as may be reasonably requested by
Company for the purpose of reducing any such Transfer Taxes.

               (a) Preparation and Filing of Tax Returns; Payment of Taxes.

                    (i) The Seller shall prepare and file or cause to be
     prepared and filed at its own cost and expense (in a manner consistent
     with past practice, except as required by Applicable Law), on a timely
     basis (including extensions) all Tax Returns of the Controlled Entities
     and all Tax Returns attributable to the OMEGA Assets, the Wrap Assets and
     the Final Closing Assets for all Pre-First-Closing Periods,
     Pre-Second-Closing Periods and Pre-Final-Closing Periods, as applicable.
     The Seller shall pay all Taxes shown to be due and payable on such Tax
     Returns.

                    (ii) Buyer shall prepare and file or cause to be prepared
     and filed on a timely basis (including extensions) all Tax Returns of the
     Controlled Entities and all Tax Returns attributable to the Asset
     Management Assets other than those provided for in Section 3.03(b)(i) of
     this Agreement. Subject to Section 3.03(c), Buyer shall pay all Taxes
     shown to be due and payable thereon.

               (b) Tax Indemnification.

                    (i) The Seller shall indemnify, defend and hold harmless
     Buyer from and against any and all costs, expenses (including reasonable
     attorneys', accountants', consultants' and experts' fees and expenses),
     other liabilities (including costs and fines), monetary obligations to
     third parties, expenditures, monetary judgments or awards payable or due
     to any other party that are imposed upon or otherwise incurred or suffered
     by the relevant Person ("Losses") asserted against, resulting to, imposed
     on, sustained, incurred or suffered by, or asserted against Buyer,
     directly or indirectly, by reason of or resulting from: (i) all Taxes
     imposed upon the Seller Entities or the Controlled Entities with respect
     to any Pre-First-Closing Period, Pre-Second-Closing Period or
     Pre-Final-Closing Period, as applicable, , including any such Loss
     arising, directly or indirectly, by reason of or resulting from any
     distribution or other transfer of the Seller Investments as contemplated
     by Section 6.01, other than with respect to items contemplated by Treasury
     Regulationss.1.1502-76(b)(1)(ii)(B), and all Taxes incurred by the Seller
     Entities or the Controlled Entities, other than with respect to items
     contemplated by Treasury Regulationss.1.1502-76(b)(1)(ii)(B), for any
     Straddle Period, as applicable, but only with respect to the portion of
     such Straddle Period ending on the close of the First Closing Date, Second
     Closing Date or Final Closing Date, as applicable, (ii) all Taxes other
     than with respect to items contemplated by Treasury
     Regulationss.1.1502-76(b)(1)(ii)(B) imposed upon Buyer attributable to the
     OMEGA Assets with respect to any Pre-First-Closing Period, attributable to
     the Wrap Assets with respect to any Pre-Second-Closing Period and
     attributable to the Final Closing Assets with respect to any
     Pre-Final-Closing Period, as applicable, and any Straddle Period, but only
     with respect to the portion of such Straddle Period ending on the close of
     the Applicable Closing Date, (iii) any Taxes other than with respect to
     items contemplated by Treasury Regulationss.1.1502-76(b)(1)(ii)(B) imposed
     on any of the Controlled Entities underss.1.1502-6 of the Treasury
     Regulations attributable to any Pre-First-Closing Period,
     Pre-Second-Closing Period or Pre-Final-Closing Period, as applicable, and
     the portion of any Straddle Period ending on the Applicable Closing Date,
     (iv) the portion of any Transfer Taxes that are the responsibility of
     Company pursuant to Section 3.03(a) of this Agreement, (v) any breach or
     inaccuracy in any representation contained in Section 4.17 or (vi) any
     breach or failure by the Seller to perform (or cause to be performed) any
     of the covenants or agreements set forth in this Section 3.03.

                    (ii) Buyer shall indemnify, defend and hold harmless the
     Seller from and against any and all Losses asserted against, resulting to,
     imposed on, sustained, incurred or suffered by, or asserted against the
     Seller, directly or indirectly, by reason of or resulting from (i) any and
     all Taxes imposed upon any of the Seller Entities or the Controlled
     Entities, (ii) any and all Taxes attributable to the Asset Management
     Assets, in the case of clauses (i) and (ii) with respect to (x) any
     Post-First-Closing Period, Post-Second-Closing Period or
     Post-Final-Closing Period, as applicable, and, with respect to any item
     contemplated by Treasury Regulationss.1.1502-76(b)(1)(ii)(B), a
     Pre-First-Closing Period, Pre-Second-Closing Period or Pre-Final-Closing
     Period and (y) the portion of any Straddle Period beginning after the
     Applicable Closing Date; (iii) the portion of any Transfer Taxes that are
     the responsibility of Buyer pursuant to Section 3.03(a) of this Agreement;
     and (iv) any breach or failure by Buyer to perform (or cause to be
     performed) any of the covenants or agreements set forth in this Section
     3.03.

                    (iii) All amounts payable or to be paid under this Section
     3.03 (the "Tax Indemnity Payments") shall be paid in immediately available
     funds within fifteen (15) business days after the later of (i) receipt of
     a written request from the party entitled to such Tax Indemnity Payment
     and (ii) the day of payment of the amount that is the subject of the Tax
     Indemnity Payment by the party entitled to receive the Tax Indemnity
     Payment.

                    (iv) Notwithstanding any other provision in this Agreement,
     for purposes of determining liability under this Section 3.03 with respect
     to any Taxes arising out of, or attributable to, or resulting from any
     inaccuracy in or breach or nonperformance of any of the representations or
     warranties of any of the Seller Entities or Seller in Section 4.17 or any
     covenant or agreement of any of the Buyer, Seller Entities or Seller
     contained in this Section 3.03, no effect shall be given to any exception
     in such representations and warranties or any such covenant or agreement
     relating to materiality or Material Adverse Effect.

               (c) Tax Indemnification Procedures.

                    (i) If a notice of deficiency, proposed adjustment,
     adjustment, assessment, audit, examination or other administrative or
     court proceeding, suit, dispute or other claim (a "Tax Claim") shall be
     delivered or sent to or commenced or initiated against the Seller
     Entities, Seller or Buyer by any taxing authority with respect to Taxes
     for which one party to this Agreement is entitled to indemnification from
     another party, the receiving party shall promptly notify the other party
     in writing of the Tax Claim along with a copy of the relevant Tax Claim
     notice; provided, that the failure by any party to notify another party
     promptly of any such notice shall not release the other party from its
     obligations under this Section 3.03 in whole or in part except to the
     extent that the other party is materially and adversely prejudiced as a
     consequence of such failure.

                    (ii) Seller shall control all Tax Claims with respect to
     all Pre-First-Closing Periods, Pre-Second-Closing Periods or
     Pre-Final-Closing Periods, and Buyer agrees to cooperate reasonably with
     Seller in pursuing such contests. With respect to Tax Claims for which the
     Seller would be liable to indemnify Buyer, the Seller may, upon written
     notice to the Buyer (such written notice to be provided within the shorter
     of (i) forty-five (45) days after notice thereof has been given to the
     Seller and (ii) three (3) business days prior to the date required to
     answer or respond to any such claim), assume and control the defense of
     such Tax Claim at its own cost and expense and with its own counsel and
     Buyer agrees to cooperate reasonably with the Seller in pursuing such
     contest. If the Seller elects to assume the defense of any such Tax Claim,
     notwithstanding anything to the contrary contained herein, (a) the Seller
     shall consult with Buyer and shall not enter into any settlement with
     respect to any such Tax Claim without Buyer's prior written consent, which
     consent shall not be unreasonably withheld or delayed, provided, however,
     that if such settlement could increase the Tax liability of Buyer or of
     the Controlled Entities for any other taxable period, without the consent
     of Buyer; (b) the Seller shall keep Buyer informed of all material
     developments and events relating to such Tax Claim (including promptly
     forwarding copies to Buyer of any related correspondence and providing
     Buyer with a reasonable opportunity to review and comment on any related
     correspondence prior to being sent by the Seller to any tax authority);
     and (c) at its own cost and expense, Buyer shall have the right to
     participate in (but not to control) the defense of such Tax Claim. (iii)
     In connection with the contest of any Tax Claim that relates to (a) any
     Post-First-Closing Period, Post-Second-Closing Period or
     Post-Final-Closing Period, (b) any Straddle Period and (c) any Tax Claim
     that the Seller has the ability to control pursuant to Section 3.03(d)(ii)
     but does not timely elect to control pursuant to such section, such
     contest shall be controlled by Buyer, and the Seller agrees to cooperate
     reasonably with Buyer in pursuing such contest. In connection with any
     such contest that relates to (b) or (c) above, Buyer shall keep the Seller
     informed of all material developments and events relating to such Tax
     Claim and the Seller, at its own cost and expense, shall have the right to
     participate (including participation in any relevant meetings) in (but not
     control) the defense of such Tax Claim. In the case of a Tax Claim
     described in (b) or (c) above, the Buyer shall consult with the Seller and
     shall not enter into any settlement with respect to any such Tax Claim
     without the prior written consent of the Seller, which consent shall not
     be unreasonably withheld or delayed.

                    (iv) Notwithstanding anything to the contrary contained
     herein, the procedure for indemnification claims with regard to Taxes or
     otherwise brought pursuant to this Section 3.03 shall be governed
     exclusively by this Section 3.03.

               (d) Conflicts; Survival. Notwithstanding any other provision of
this Agreement to the contrary, the obligations of the parties hereto set forth
in this Section 3.03 shall not be subject to any limitations contained in
Article X; provided, however, that the representations and warranties contained
in Section 4.17 shall survive the Closing until ninety (90) days following the
expiration of the applicable statute of limitations (taking into account all
extensions thereof); provided, further, in the event notice for indemnification
under Section 3.03(d) hereof shall have been given within the applicable
survival period, the representation or warranty that is the subject of such
indemnification claim shall survive until such time as such claim is finally
resolved. In the event of a conflict between this Section 3.03 and any other
provision of this Agreement, this Section 3.03 shall govern and control.

               (e) Tax Treatment. The parties hereto agree, unless otherwise
required by Applicable Law, to treat any payment made pursuant to Article X or
Section 3.03 as an adjustment to the Purchase Price for all Tax purposes.

               (f) Tax Records. Buyer shall, at its own expense, preserve and
keep the records in its possession or the possession of any affiliate of Buyer
relating to the preparation of any Tax Return including the Seller Entities or
the Funds for any Pre-First-Closing Period, Pre-Second-Closing Period or
Pre-Final-Closing Period, as applicable, and such records as Seller may
reasonably require for the defense of any audit, examination, administrative
appeal or litigation of any such Tax Return for a period of ten years from the
Applicable Closing Date and shall make such records available to Seller as may
be reasonably required by Seller. In the event Buyer wishes to destroy such
records after that time, Buyer shall first give ninety (90) days prior written
notice to Seller and Seller shall have the right at its option and expense,
upon prior written notice given to Buyer within that ninety (90) day period, to
take possession of the records within one hundred and eighty (180) days after
the date of such notice. Seller shall, at its own expense, preserve and keep
the records in its possession or the possession of an affiliate of the Seller
relating to the preparation of any Tax Return including the Seller Entities or
the Funds for any Post-First-Closing Period, Post-Second-Closing Period or
Post-Final-Closing Period, as applicable, and such records as Buyer may
reasonably require for the defense of any audit, examination, administrative
appeal or litigation of any such Tax Return for a period of ten years from the
Applicable Closing Date and shall make such records available to Buyer as may
be reasonably required by Buyer. In the event the Seller wishes to destroy such
records after that time, the Seller shall first give ninety (90) days prior
written notice to Buyer and Buyer shall have the right at its option and
expense, upon prior written notice given to the Seller within that ninety (90)
day period, to take possession of the records within one hundred and eighty
(180) days after the date of such notice.

               (g) Assistance and Cooperation. Subject to Section 3.05, after
the Applicable Closing, the Seller and Buyer shall:

                    (i) provide (and cause their respective Affiliates to
     provide) information reasonably requested by the other party for the
     purpose of preparing any Tax Returns which such other party is responsible
     for preparing and filing in accordance with this Section 3.03;

                    (ii) cooperate reasonably in providing information
     reasonably requested for the preparation of any audits of, or disputes
     with taxing authorities regarding, any Tax Returns with respect to the
     Seller Entities or the Funds or the Asset Management Assets;

                    (iii) make available to the other and to any taxing
     authority as reasonably requested all information, records, and documents
     relating to Taxes of the Seller Entities or the Funds or the Asset
     Management Assets; and

                    (iv) furnish the other with copies of all correspondence
     received from any taxing authority in connection with any tax audit or
     information request with respect to any taxable period for which the other
     may have a liability under this Section 3.03.

         3.04 Mail Received After Closings. On and after the Applicable Closing
Date, Buyer may receive and open all mail addressed to any Seller Entity and
deal with the contents thereof in its discretion to the extent that such mail
and the contents thereof relate to the Asset Management Business, the Asset
Management Assets or any of the Assumed Liabilities.

         3.05 Books and Records. Except to the extent previously transferred to
Buyer under the Brokerage Asset Purchase Agreement, Seller shall transfer to
Buyer, as specified in Section 2.01 at the Applicable Closing, originals of all
Books and Records (other than such Books and Records or any part thereof which
are related solely to the Seller's or the Company's investment banking
businesses) to the extent it is legally permitted to do so and copies of Books
and Records (other than such Books and Records or any part thereof which are
related solely to the Seller's or the Company's investment banking businesses)
that it is prohibited by law from transferring to Buyer (including, without
limitation, such Books and Records as may be required or necessary under
Applicable Law). Buyer shall, after the Applicable Closing, (i) provide to
Seller copies of and access to all Books and Records, including originals to
the extent required, as reasonably requested by Seller and (ii) maintain or
return to Seller all Books and Records for the periods that Seller or its
Affiliates may be required (as specified in writing by Seller by June 30, 2003)
to maintain same under Applicable Law. Seller shall, after the Applicable
Closing, provide to Buyer copies of and access to all Books and Records as
specified in Section 2.01, including originals to the extent required, as
reasonably requested by Buyer to Buyer (including, without limitation, such
Books and Records as may be required or necessary under Applicable Law).
Notwithstanding the foregoing, Seller shall not be required to provide to Buyer
copies of or access to any Tax Returns of Seller Parent or Company (including
the consolidated U.S. federal income tax return of the affiliated group of
which CIBC Delaware Holdings, Inc. is the common parent), except for the
portion of such Tax Returns as shall relate to the Controlled Entities, the
Asset Management Business or the Funds, as the case may be and which does not
reveal any material information about the Seller Entities that is not related
to the Asset Management Business or the Asset Management Assets.

         3.06 Accounts Receivable. Accounts receivable of Seller which are
Excluded Assets which are received by the Buyer shall be promptly turned over
to Seller. Seller acknowledges that Buyer shall have no duty to make efforts to
collect any such accounts receivable.

         3.07 Schedules. The parties have agreed to execute and deliver this
Agreement prior to the preparation, review and acceptance by Buyer Parent and
Buyer of the Seller Disclosure Schedules. Promptly after such execution and
delivery of this Agreement and in no case later than the January 15, 2003,
Seller agrees to prepare (and update as necessary) such true and complete
schedules and to deliver them to Buyer for its review. Buyer and Seller shall
cooperate fully in connection with preparing such schedules. Such schedules
shall be deemed part of this Agreement and incorporated herein only upon their
written acceptance by Buyer. For the purpose of the rights and obligations of
the parties hereunder, such Seller Disclosure Schedules shall not be deemed to
have been disclosed as of the date of this Agreement and shall not in any way
affect the rights and remedies of Buyer Parent or Buyer in respect of the
representations and warranties made by Seller on the date hereof.

         3.08 Certain Information. Promptly after the execution and delivery of
this Agreement and in no case later than January 15, 2003, Seller will make
available to Buyer Parent and Buyer and their counsel complete copies of any
contracts, financial statements or other information relating to the Asset
Management Business as has been requested in the due diligence request list,
dated November 22, 2002, previously furnished to Seller and its counsel.

                                  ARTICLE IV
                    REPRESENTATIONS AND WARRANTIES OF SELLER
                    ----------------------------------------

         Each of Seller Parent and Company represents and warrants to Buyer
and Buyer Parent as follows:

         4.01  Organization of Seller Subsidiaries; Authority of Seller
Entities.

               (a) Section 4.01 of the Seller Disclosure Schedule sets forth a
complete and accurate list of each Seller Subsidiary including each Seller
Subsidiary's name, jurisdiction of organization or formation and the
jurisdictions in which each of them is licensed or qualified or, if applicable,
in good standing to do business. Seller Parent is a bank duly organized,
validly existing and in good standing under the Bank Act of Canada. Company is
a corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware. Each Seller Subsidiary is duly organized or
formed, validly existing and, if applicable, in good standing under the
Applicable Laws of the jurisdiction of its organization or formation. Each
Seller Subsidiary has all requisite corporate power and authority to own, lease
and operate its properties and assets and to conduct its business as it is now
being conducted. Each Seller Subsidiary is qualified or licensed to do business
as a foreign corporation and is in good standing in every jurisdiction in which
the character of the properties owned or leased by it or the nature of the
business conducted by it makes such qualification necessary, except where the
failure to be so qualified or licensed or in good standing would not have a
Material Adverse Effect. Seller has made available to the Buyer complete and
correct copies of the Organizational Documents, as in effect on the date
hereof, of each Seller Subsidiary. The shareholder or unitholder corporate
minutes of each Seller Subsidiary, the shareholder or unitholder minutes of
each Fund and the stock transfer books of each Seller Subsidiary accurately and
completely reflect all actions, whether formal or informal, taken by the Board
of Directors (or other governing body) of each such Seller Subsidiary and the
shareholders or unitholders of the Funds and reflect all transfers of any
Equity Interests.

               (b) Seller has all requisite corporate power and authority to
enter into this Agreement, the Ancillary Agreements and any instruments and
agreements contemplated herein required to be executed and delivered by it
pursuant to this Agreement (including the Ancillary Agreements, collectively
referred to herein as the "Seller Related Instruments") and to consummate the
transactions contemplated hereby and thereby. The execution, delivery and
performance of this Agreement and the Seller Related Instruments to which it is
a party and the consummation of the transactions contemplated hereby and
thereby have been duly authorized by all necessary action on the part of each
Seller Entity and no other corporate proceedings on its part are necessary to
authorize such execution, delivery and performance. This Agreement has been,
and each of the Seller Related Instruments to which it is a party shall be,
duly executed and delivered by Seller and constitute a valid and binding
obligation of Seller, enforceable against such party in accordance with its
terms, except that (i) such enforcement may be subject to bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or hereafter
in effect relating to creditors' rights, and (ii) the remedy of specific
performance and injunctive and other forms of equitable relief may be subject
to equitable defenses and to the discretion of the court before which any
proceeding therefor may be brought.

         4.02  Capital Structure.

               (a) The authorized, issued and outstanding Equity Interests of
each Seller Subsidiary are set forth in Section 4.02(a) of the Seller
Disclosure Schedule. All of the outstanding Equity Interests have been duly
authorized and validly issued and are fully paid and nonassessable and are
owned beneficially and of record by the Person in the respective amounts
specified in Section 4.02(a) of the Seller Disclosure Schedule, and none of
such Equity Interests were issued in violation of any preemptive rights,
applicable Organizational Documents or Applicable Laws.

               (b) There are no preemptive or similar rights on the part of any
holder of any class of equity interest in any of the Seller Subsidiaries.
Except for this Agreement, no subscriptions, options, warrants, conversion or
other rights, agreements, commitments, arrangements or understandings of any
kind obligating any Seller Subsidiary, contingently or otherwise, to issue or
sell, or cause to be issued or sold, any equity interests of them, or any
interests or rights convertible into or exchangeable for any equity interests
of them, are outstanding, and no authorization therefor has been given. There
are no (i) outstanding contractual or other rights or obligations to or of any
Seller Subsidiary or any other Person to repurchase, redeem or otherwise
acquire any outstanding shares or other equity interests of any Seller
Subsidiary, (ii) voting trusts or other agreements or understandings to which
any Seller Subsidiary is a party with respect to voting of or the exercise of
any other rights pertaining to, any Equity Interests of any Seller Subsidiary,
or (iii) outstanding Indebtedness, the holders of which could have the right to
vote, or which are convertible into or exercisable for Equity Interests of any
Seller Subsidiary or the right to vote on any matters with respect to the
Equity Interests.

               (c) Section 4.02(c) of the Seller Disclosure Schedule sets forth
a true and complete list of each general partner or managing member, investment
adviser or sub-adviser, administrator, distributor or placement agent of, or
other service provider to, any Client. Except as set forth in Section 4.02(c)
of the Seller Disclosure Schedule, Seller is the sole beneficial owner and
holder of record of the equity interests in each such general partner, managing
member and investment adviser or sub-adviser.

         4.03  Title to Equity Interests. Seller owns, directly or
indirectly, and will own at the time of the Final Closing, beneficially and of
record, the Equity Interests, free and clear of any Liens other than Liens
created by or attributable to Buyer. Upon the delivery of the executed
Instruments of Assignment at the Final Closing, Buyer will acquire good and
valid title to the Equity Interests, free and clear of any Lien other than any
Lien created by or attributable to Buyer, and each Equity Interest will entitle
the holder thereof to all the rights and privileges pertaining to each such
Equity Interest.

         4.04  No Violation; Consents and Approvals.

               (a) The execution and delivery of this Agreement and the Seller
Related Instruments does not, and the consummation of the transactions
contemplated hereby or thereby and compliance with the terms hereof or thereof
will not (i) violate or be in conflict with (A) any provision of the
Organizational Documents of any Seller Entity or (B) any Law applicable to any
Seller Entity, the Asset Management Business or the Asset Management Assets or
(ii) conflict in any material respect with, or result in any material violation
of or constitute a material default (or an event or condition which, with
notice or lapse of time or both, would constitute a material default) under, or
result in the termination of or loss of rights and benefits under, or
accelerate the performance required by, or cause the acceleration of the
maturity of any liability or obligation pursuant to, or result in the creation
or imposition of any Lien under, any Contract or other instrument or
obligation, commitment, undertaking, arrangement or restriction of any kind or
character to which any Seller Entity is a party or by which any Seller Entity
may be bound or affected or to which any of the Asset Management Assets or the
Asset Management Business may be subject.

               (b) Except as set forth in Section 4.04(b) of the Seller
Disclosure Schedule, and except for compliance with the HSR Act, no consent,
approval, order or authorization of, or notice to, or registration, declaration
or filing with, any Governmental Entity or any third party is required to be
obtained or made by or with respect to any Seller Entity in connection with the
execution and delivery of this Agreement or the Seller Related Instruments or
the consummation by any Seller Entity of the transactions contemplated hereby
or thereby or to enable Buyer after each of the Applicable Closing to (i)
conduct the Asset Management Business, (ii) transfer the Transferred Accounts
to Buyer or (iii) continue to service the Transferred Accounts in the
geographic areas and in a manner consistent with that in which the Transferred
Accounts currently are serviced by Company.

         4.05  Financial Statements.

               (a) Section 4.05(a) of the Seller Disclosure Schedule sets forth
an unaudited profit and loss statement of each of the Seller Subsidiaries and
the Asset Management Business for the November 30, 2002 fiscal year then ended,
and an unaudited income statement of each of the Seller Subsidiaries and the
Asset Management Business for the November 30, 2002 fiscal year then ended (the
"Financial Statements").

               (b) The Books and Records other than the Financial Statements of
each Seller Subsidiary and the Asset Management Business have been maintained
in accordance with GAAP and with all Applicable Laws. Except as set forth on
Section 4.05(b) of the Seller Disclosure Schedule, each of the Financial
Statements are based on the accounting books and records of each of the Seller
Subsidiaries and the Asset Management Business and, except as set forth in
Section 4.05(b) of the Seller Disclosure Schedule, have been prepared in
conformity with GAAP (subject to normal year end adjustments) applied on a
consistent basis throughout the periods indicated, and fairly and accurately
presents the financial condition of each of the Seller Subsidiaries and the
Asset Management Business as of the dates thereof and the results of operations
and cash flows of each of the Seller Subsidiaries and the Asset Management
Business for the periods then ended.

               (c) Except as set forth in the Financial Statements or in
Section 4.05(c) of the Seller Disclosure Schedule, there are no material
special or nonrecurring items of income or expense during the periods covered
by the Financial Statements, and the balance sheets included in the Financial
Statements do not reflect any write-up or revaluation increasing the book value
of any assets. The balance sheets included in the Financial Statements do not
include any assets or liabilities that do not constitute a part of the Asset
Management Business after giving effect to the transactions contemplated by
this Agreement, and the income statements included in the Financial Statements
do not reflect the results of operations of any Person, business, property or
assets that do not constitute a part of the Asset Management Business after
giving effect to the transactions contemplated by this Agreement. Such income
statements reflect all costs, expenses and other charges that historically have
been incurred in connection with the operation of the Asset Management
Business.

               (d) Except for transactions, Contracts, Indebtedness or other
relationships otherwise specifically identified on the balance sheet included
in the Financial Statements (including, without limitation, the identification
of the information set forth in the following sentence) or in Section 4.05(d)
of the Seller Disclosure Schedule, there are no transactions, Contracts,
Indebtedness or other relationships between and/or among any Seller Entity
and/or any their respective Affiliates and any unconsolidated entity or other
Person in respect of the Asset Management Business, including without
limitation, any structured finance, special purpose or limited purpose entity
(each, an "Off-Balance Sheet Transaction"). Section 4.05(d) of the Seller
Disclosure Schedule also sets forth (i) the business purpose and activities of
each Off-Balance Sheet Transaction, (ii) the economic substance of each
Off-Balance Sheet Transaction, (iii) the key terms and conditions of each
Off-Balance Sheet Transaction, (iv) each such Seller Subsidiary's or such
Affiliate's potential risk associated with each such Off-Balance Sheet
Transaction, (v) the amounts of any Indebtedness that could require such Seller
Subsidiary or such Affiliate to provide funding of any obligations under any
such Off-Balance Sheet Transaction and (vi) any other information with respect
to each such Off-Balance Sheet Transaction that, individually or in the
aggregate, has had or could reasonable be expected to have a Material Adverse
Effect.

               (e) Aggregate revenues from advisory and other fees for the
Asset Management Business for the month of November 2002 were $3,618,400.

         4.06  Absence of Undisclosed Liabilities. Except for liabilities and
obligations (i) reflected on the Financial Statements or (ii) incurred in the
ordinary course of business consistent with past practice since the date of the
Financial Statements, neither any Seller Subsidiary nor the Asset Management
Business has incurred any liabilities or obligations of whatsoever nature or
amount, direct or indirect, whether accrued, fixed, contingent or otherwise.

         4.07  Absence of Certain Changes or Events.

         Since December 1, 2002, (i) the Asset Management Business has been
operated only in the ordinary course consistent with past practice, (ii)
through the date of this Agreement, there has been no event, change or
development (including but not limited to any change in the Asset Management
Assets or the business, working capital, financial condition, results of
operation or liabilities of the Asset Management Business, or any loss of any
members, employees or Clients) which, individually or in the aggregate, has had
or is reasonably likely to have a Material Adverse Effect, (iii) no Client has
canceled or terminated, or threatened to cancel or terminate, its relationship
with any Seller Entity and, to the knowledge of Seller, no Client intends to
adversely modify such relationships in any material respect, either as a result
of the transactions contemplated by this Agreement or otherwise and (iv) Seller
has not taken and has not caused any Seller Entity to take any action which, if
taken without the consent of Buyer after the execution and delivery of this
Agreement, would constitute a breach or violation of Section 6.01.

         4.08  Title to Assets.

               (a) Each Seller Entity has good and valid title to all of the
Asset Management Assets owned by it and valid leasehold interests in, or other
rights to use, all of the Asset Management Assets. Except as set forth on
Section 4.08(a) of the Seller Disclosure Schedule, the Asset Management Assets
are owned by each Seller Entity, as the case may be, free and clear of all
Liens, other than (i) mechanics', carriers', workmen's, repairmen's or other
like liens arising or incurred in the ordinary course of business, (ii) liens
for Taxes, assessments and other governmental charges which are not due and
payable or which may hereafter be paid without penalty or which are being
contested in good faith by appropriate proceedings (for which adequate reserves
have been made in the Financial Statements in accordance with GAAP) and (iii)
other imperfections of title or encumbrances arising in the ordinary course of
business, if any, which do not materially impair the use of the Asset
Management Assets or the operation of the Asset Management Business (the
mortgages, liens, security interests and encumbrances described in clauses (i),
(ii) and (iii) above are collectively referred to herein as "Permitted Liens").

               (b) Section 4.08(b) of the Seller Disclosure Schedule sets forth
a true and complete list of real property owned, leased or otherwise used in
the Asset Management Business.

               (c) The Instruments of Assignment, when duly executed and
delivered by Seller to Buyer, and the delivery of the Asset Management Assets
and Equity Interests at the Applicable Closing, shall effectively vest in Buyer
good and valid title to all of the Asset Management Assets and Equity Interests
comprising the Asset Management Business, subject only to Permitted Liens and
Assumed Liabilities.

         4.09  Intellectual Property.

               (a) Section 4.09(a) of the Seller Disclosure Schedule sets forth
a true and complete list of all of the Intellectual Property used in the Asset
Management Business, including a complete and accurate list of all U.S. and
foreign (i) patents and patent applications; (ii) Internet domain
registrations; and (iii) Software (other than readily available commercial
software programs having an acquisition price of less than $5,000) which are
owned, licensed, leased, by any Seller Entity or any Subsidiary of any of them,
and any copyright registrations, copyright applications, and material
unregistered copyrights, in each case describing which Software is owned,
licensed, or leased, as the case may be; and (iv) all of Seller Entities' U.S.
Trademarks and, to Seller's knowledge, the foreign marks used with the Asset
Management Business.

               (b) Section 4.09(b) of the Seller Disclosure Schedule sets forth
a complete and accurate list of all agreements (whether oral or written, and
whether between any Seller Entity and third parties or inter-corporate) with
respect to the Asset Management Business, (i) granting or obtaining any right
to use or practice any rights under any Intellectual Property (other than
licenses for readily available commercial software programs having an
acquisition price of less than $5,000), or (ii) to the knowledge of Seller,
restricting any Seller Entity's or any such Subsidiary's rights to use any
Intellectual Property, including license agreements, development agreements,
distribution agreements, settlement agreements, consent to use agreements, and
covenants not to sue (collectively, the "License Agreements"). The License
Agreements are valid and binding obligations of all parties thereto,
enforceable in accordance with their terms, and there exists no event or
condition which will result in a violation or breach of, or constitute (with or
without due notice of lapse of time or both) a default by any party under any
such License Agreement. No Seller Entity has licensed or sublicensed its rights
in any Intellectual Property other than pursuant to the License Agreements. No
royalties, honoraria or other fees are payable by any Seller Entity to any
third parties for the use of or right to use any Intellectual Property except
pursuant to the License Agreements.

               (c) Except as set forth on Section 4.09(c) of the Seller
Disclosure Schedule:

                    (i) The applicable Seller Entity owns, or has a valid right
     to use, free and clear of all Liens, all of the Intellectual Property.

                    (ii) The Intellectual Property owned by the applicable
     Seller Entity and, to the best of Seller's knowledge, any Intellectual
     Property used by any Seller Entity, is subsisting, in full force and
     effect, and has not been cancelled, expired, or abandoned, and, to the
     best of Seller's knowledge is valid and enforceable.

                    (iii) There is no pending or, to the best of Seller's
     knowledge, threatened claim, suit, arbitration or other adversarial
     proceeding before any court, agency, arbitral tribunal, or registration
     authority in any jurisdiction involving the Intellectual Property owned by
     any Seller Entity, or, to the best of Seller's knowledge, the Intellectual
     Property licensed to any Seller Entity, alleging that the activities or
     the conduct of any Seller Entity's businesses infringe upon, violate or
     constitute the unauthorized use of the intellectual property rights of any
     third party or challenging the ownership, use, validity, enforceability or
     registrability of any Intellectual Property by any Seller Entity. There
     are no settlements, forbearances to sue, consents, judgments, or orders or
     similar obligations other than the License Agreements which (1) restrict
     the right of any Seller Entity to use any Intellectual Property, (2)
     restrict the businesses of any Seller Entity in order to accommodate a
     third party's intellectual property rights or (3) permit third parties to
     use any Intellectual Property owned or controlled by any Seller Entity.

                    (iv) The conduct of the business of any Seller Entity as
     currently conducted or planned to be conducted does not infringe upon
     (either directly or indirectly such as through contributory infringement
     or inducement to infringe) any intellectual property rights owned or
     controlled by any third party. To the best of Seller's knowledge, no third
     party is misappropriating, infringing, diluting or violating any
     Intellectual Property owned or used by any Seller Entity and no such
     claims, suits, arbitrations or other adversarial proceedings have been
     brought or threatened against any third party by any Seller Entity.

                    (v) Seller Parent or the applicable Seller Entity has taken
     reasonable measures to protect the confidentiality of Trade Secrets. To
     the best of Seller's knowledge, no Trade Secret has been disclosed or
     authorized to be disclosed to any third party other than pursuant to a
     non-disclosure agreement. To the best of Seller's knowledge, no party to
     any non-disclosure agreement relating to its Trade Secrets is in breach or
     default thereof.

                    (vi) No current or former partner, director, officer, or
     employee of any Seller Entity (or any of their respective predecessors in
     interest) shall, after giving effect to the transactions contemplated
     herein, own or retain any rights to use any of the Intellectual Property
     owned or used by any Seller Entity or any Subsidiary of any of them.

               (d) The consummation of the transaction contemplated hereby
shall not result in the loss or impairment of the right of any Seller Entity
own or use any of the Intellectual Property, nor shall it require the consent
of any governmental authority or third party in respect of any such
Intellectual Property. No consents are required in order for Buyer to assume
the rights and obligations of the Seller Entities or the Subsidiaries of any of
them under each License Agreement.

               (e) To the knowledge of Seller, the Oppenheimer Name as used in
the Asset Management Business does not infringe upon, violate or constitute the
unauthorized use of the intellectual property rights of any third party and
except as set forth in Section 4.09(e) of the Seller Disclosure Schedule,
Seller has not licensed the Oppenheimer Name to any other party for the use
provided for in, or in any manner in conflict with, the Name Assignment
Agreement.

         4.10  Litigation. Section 4.10 of the Seller Disclosure Schedule sets
forth a complete and accurate list of any and all material claims, actions,
suits, proceedings, investigations and inquiries ("Litigation") pending,
asserted or, to Seller's knowledge, threatened during the one year period prior
to the date hereof, against any Seller Entity or any Affiliates of such Seller
Entity with respect to the Asset Management Business or any of the Asset
Management Assets or any Registered Representative or other employee of the
Asset Management Business by or before any Governmental Entity, or by or on
behalf of any third party. None of the Litigation set forth on such Schedule is
reasonably likely to (i) result in material liability to any Seller Entity,
materially interfere with or inhibit the operation of the Asset Management
Business or materially impair the value of the Asset Management Assets, (ii)
have the effect of delaying, preventing, or making illegal the consummation of
the transactions contemplated hereby or (iii) materially interfering with the
ability of Buyer to operate the Asset Management Business after the Applicable
Closing.

         4.11  Employees; Employee Benefits.

               (a) Except as set forth on Section 4.11(a) of the Seller
Disclosure Schedule, the consummation of the transactions contemplated by this
Agreement will not, either alone or in combination with another event, (i)
entitle any current or former employee, officer or director of Seller or any
ERISA Affiliate to severance pay, unemployment compensation or any other
similar payment or (ii) accelerate the time of payment or vesting, or increase
the amount of or otherwise enhance any benefit due any such employee, officer
or director.

               (b) The Deferred Compensation Plan has been operated and
administered in all material respects in accordance with its terms and with the
requirements prescribed by any and all Applicable Law, including ERISA and the
Code, as applicable.

               (c) Except as set forth in the employment agreements and the
form agreements listed Section 4.11(c) of the Seller Disclosure Schedule, no
Seller Entity has entered into or currently maintains any employment agreements
or other employment arrangements whether written, oral or otherwise with any
Business Employee or any employee of any Seller Subsidiary (a "Seller
Subsidiary Employee"), and all of the Business Employees and Seller Subsidiary
Employees are "employees-at-will." No Seller Entity has received notice or
indication from, or has reason to believe that, any of the Business Employees
set forth in Section 3.02(a) of the Seller Disclosure Schedule shall (i) cease
to be Business Employees at any point prior to the applicable Hire Date; or
(ii) be unwilling or unable to become or otherwise restricted or prohibited
from becoming a Transferred Employee as of the applicable Hire Date.

               (d) Employees of Seller Subsidiaries. Except for the employment
agreements and severance policies disclosed in Section 4.11(d) of the Seller
Disclosure Schedule, there is no employee benefit plan, arrangement or
agreement that is maintained, sponsored, contributed to or required to be
contributed to by any Seller Subsidiary.

         4.12  Labor Matters.

               (a) (i) No labor strike, dispute, slowdown, stoppage or lockout
is pending, or to the knowledge of Seller, threatened against or affecting any
Seller Entity and during the past five years there has not been any such
action, (ii) no Seller Entity is party to or bound by any collective bargaining
or similar agreement with any labor organization, or work rules or practices
agreed to with any labor organization or employee association applicable to
employees of such Seller Entity, (iii) no employees of any Seller Entity are
represented by any labor organization and Seller has no knowledge of any union
organizing activities among the employees of any Seller Entity within the past
five years, (iv) no material written personnel policies, rules or procedures
are applicable to employees of the Asset Management Business other than those
listed on Section 4.12(a) of the Seller Disclosure Schedule, true and correct
copies of which have been previously made available to Buyer, (v) each Seller
Entity is in compliance, in all material respects, with all requirements of Law
respecting employment and employment practices, terms and conditions of
employment, wages, hours of work and occupational safety and health, and, to
the knowledge of Seller, no Seller Entity is engaged in any unfair labor
practices as defined in the National Labor Relations Act or other Applicable
Laws, (vi) no unfair labor practice charge or complaint against any Seller
Entity is pending or, to the knowledge of Seller, threatened before the
National Labor Relations Board or any similar agency, (vii) no charge or
complaint with respect to or relating to any Seller Entity is pending before,
and no Seller Entity has received any notice of intent to conduct an
investigation from, the Equal Employment Opportunity Commission or any other
agency responsible for the prevention of unlawful employment practices, (viii)
no Seller Entity has received notice of the intent of any federal, state, local
or foreign agency responsible for the enforcement of labor or employment laws
to conduct an investigation with respect to or relating to any Seller Entity
and no such investigation is in progress and Seller has no knowledge of any
other person investigating any such allegation that could reasonably be
anticipated to result in significant liability, and (ix) no complaints,
lawsuits or other proceedings are pending or, to the knowledge of Seller,
threatened in any forum by or on behalf of any present or former employee of
any Seller Entity, any applicant for employment or classes of the foregoing
alleging breach of any express or implied contract or employment, any laws
governing employment or the termination thereof or other discriminatory,
wrongful or tortuous conduct in connection with the employment relationship.

               (b) Except as set forth in Section 4.12(b) of the Seller
Disclosure Schedule, which shall be provided to Buyer on the Final Closing
Date, none of the Seller Entities' employees employed in the Asset Management
Business or at sites constituting "a single site of employment" (as defined in
the WARN Act or interpretive regulations) with the Asset Management Business,
suffered an "employment loss" (as defined in the WARN Act) during the six-month
period preceding the Final Closing Date.

         4.13  Certain Contracts and Arrangements.

               (a) Section 4.13(a) of the Seller Disclosure Schedule sets forth
a complete and accurate list of all material agreements, contracts and
commitments (and all amendments thereto) to which any Seller Entity or any
Affiliate of such Seller Entity is a party relating primarily to, or necessary
for the conduct of, the Asset Management Business or the Asset Management
Assets or by which the Asset Management Business or the Asset Management Assets
are bound or materially affected (the "Contracts"), including all of the
following:

                    (i) employment, consulting, severance, agency, bonus,
     compensation, or other trusts, funds or other Contracts relating to or for
     the benefit of current, future or former employees, officers, directors,
     sales representatives, distributors, dealers, agents, independent
     contractors or consultants; agreements relating to brokers, managers and
     employees of the Asset Management Business, including, all compensation
     related plans, programs and arrangements;

                    (ii) joint venture, strategic alliance, exclusive
     distribution, partnership and similar Contracts involving a sharing of
     profits or expenses or payments based on revenues, profits or assets under
     management of any Seller Entity, any Client or any Affiliate of any of
     them;

                    (iii) Contracts evidencing any Indebtedness;

                    (iv) Advisory Agreements;

                    (v) Distribution Agreements, Underwriting Agreements and
     Services Agreements;

                    (vi) Wrap Agreements;

                    (vii) introducing broker agreements, marketing agreements
     or similar agreements calling for the making of payments for the servicing
     of accounts;

                    (viii) all real estate leases and related sub-leases and
     service agreements;

                    (ix) sales, marketing and account solicitation agreements
     and arrangements;

                    (x) finder's Contracts;

                    (xi) Affiliate Agreements;

                    (xii) Contracts or series of related Contracts with respect
     to which the aggregate amount that could reasonably expected to be paid or
     received thereunder in the future exceeds $[25,000] per annum or an
     aggregate of $[75,000] under the terms of the contract;

                    (xiii) Contracts requiring any Seller Entity (i) to
     co-invest with any Client or any other Person, (ii) to provide seed
     capital or similar investment or (iii) to invest in any investment product
     (including, without limitation, any such Contract requiring additional or
     "follow-on" capital contributions to any Non-Registered Fund);

                    (xiv) Contracts containing "most favored nation"
     provisions;

                    (xv) Contracts containing any undertaking to cap fees or to
     return or reimburse fees payable to any Seller Entity thereunder, or any
     "clawback" or similar provisions;

                    (xvi) Contracts having the purpose or effect of conferring
     upon any of the Seller Entities liability as a general partner of any
     Person;

                    (xvii) Organizational Documents of any Fund or any general
     partner, managing member, investment advisory or sub-advisor thereof;

                    (xviii) Contracts providing for the indemnification of any
     Person with respect to material liabilities, whether absolute, accrued,
     contingent or otherwise;

                    (xix) Confidentiality agreements;

                    (xx) Contracts prohibiting or materially restricting the
     ability of any Seller Entity to conduct the Asset Management Business, to
     engage in any business or to operate in any geographical area or to
     compete with any Person;

                    (xxi) any Contract not in the ordinary course of business
     consistent with past practice;

                    (xxii) License Agreements or other Contracts in respect of
     any Intellectual Property or data processing Contracts;

                    (xxiii) Contracts pursuant to which any Seller Entity
     receives any compensation based on investment performance;

                    (xxiv) Contracts providing for future payments that are
     conditioned, in whole or in part, on a change in control of any Seller
     Entity;

                    (xxv) stock purchase agreements, asset purchase agreements
     and other acquisition or divestiture agreements, including but not limited
     to any agreements relating to the acquisition, lease or disposition of any
     Seller Affiliate, any material assets or properties, any business, or any
     capital stock of or other interest in any Person by any Seller Entity or
     any Affiliate of any Seller Entity, within the last six years, or
     involving continuing indemnity or other obligations; and

                    (xxvi) other material Contracts, leases, licenses,
     commitments or instruments to which any Seller Entity or any Affiliate of
     a Seller Entity is a party, relating primarily to, or necessary for the
     conduct of the Asset Management Business.

               (b) Each Contract is a legal, valid and binding obligation of
the applicable Seller Entity and, to the knowledge of Seller, the other parties
thereto, in full force and effect, enforceable against such Seller Entity and,
to the knowledge of Seller, such other parties, except that (i) such
enforcement may be subject to bankruptcy, insolvency, reorganization,
moratorium or other similar laws now or hereafter in effect relating to
creditors' rights, and (ii) the remedy of specific performance and injunctive
and other forms of equitable relief may be subject to equitable defenses and to
the discretion of the court before which any proceeding therefor may be
brought, and are validly assignable to Buyer without the consent of any other
party, except as stated in Section 4.13(b) of the Seller Disclosure Schedule.
No Seller Entity or any Affiliate of a Seller Entity is, and to Seller's
knowledge, no other party thereto is, in breach of or default under any
Contract, nor does there exist, to Seller's knowledge, any basis for the
assertion of any such breach or default by or against any Seller Entity or any
of their respective Affiliates. There have been no written threatened
cancellations of, and there is no material pending dispute under, any Contract.
The terms and enforceability of the Contracts shall not be affected in any
manner by the execution and delivery of this Agreement or the consummation of
the transactions contemplated hereby.

               (c) Except as set forth on Section 4.13(a) of the Seller
Disclosure Schedule, there are no Contracts necessary for Buyer to operate the
Asset Management Business after the Applicable Closing.

               (d) No Seller Entity nor any Affiliate of a Seller Entity is
either (i) subject to any obligations, agreements, contracts, arrangements or
covenants that would, in any material respect, impede, restrict or prevent
Buyer from operating the Asset Management Business after each of the Applicable
Closing or (ii) required to obtain any consent, authorization, permit or waiver
from any Governmental Entity or third party, the absence of which would, in any
material respect, impede, restrict or prevent Buyer from operating the Asset
Management Business after the Applicable Closing.

               (e) Seller has informed Buyer of any notification received by
any Seller Entity prior to the date of this Agreement with respect to the
withdrawal of any material funds managed by any Seller Entity on behalf of any
current Client or former Client who has terminated its relationship with such
Seller Entity within one year prior to the date hereof.

         4.14  Compliance with Laws; Licenses.

               (a) The Asset Management Business has been, and is being,
operated by the Seller Entities in compliance in all material respects with all
applicable Laws, including Environmental Laws and Labor Laws ("Applicable
Laws"). Section 4.14(a) of the Seller Disclosure Schedule sets forth a complete
list of all Permits required in connection with the operation of the Asset
Management Business and ownership of the Asset Management Assets under
Applicable Laws. Each Seller Entity, as applicable, possesses all such Permits,
and is in compliance in all material respects with, all such Permits.

               (b) Each officer and employee of a Seller Entity who is required
to have any Permits for the activities conducted by such officer or employee
has and at all times has had such Permits in each state or jurisdiction in
which and with each Governmental Entity with whom each such Permit is so
required (such officers and employees are collectively, the "Registered
Representatives"). Section 4.14(b) of the Seller Disclosure Schedule sets forth
a true and complete list of all such Permits. To the knowledge of Seller, none
of the Registered Representatives is or has been subject to any disciplinary or
other regulatory compliance action or complaint by a regulator or customer.

               (c) No Seller Entity, and to the knowledge of Seller, no
Affiliate of any Seller Entity or their respective officers and employees has
received any notification or communication from any Governmental Entity
relating to, involving or applying to the Asset Management Business or the
Asset Management Assets (i) asserting that any of them is not in compliance
with any of the statutes, rules, regulations, or ordinances which such
Governmental Entity enforces, or has otherwise engaged in any unlawful business
practice, (ii) threatening to revoke any license, franchise, Permit, seat on
any stock or commodities exchange or Authorization, (iii) requiring any of them
(including any of any Seller Entity's directors or controlling persons) to
enter into a cease and desist order, agreement, or memorandum of understanding
(or requiring the board of directors of any Seller Entity to adopt any
resolution or policy), or (iv) restricting or disqualifying the activities of
any Seller Entity (except for restrictions generally imposed by rule,
regulation or administrative policy on brokers or dealers generally).

               (d) During the three (3) years prior to the date hereof, except
as set forth in Section 4.14(d) of the Seller Disclosure Schedule and except
for normal examinations or inspections conducted by any Governmental Entity in
the regular course of the Asset Management Business of the Seller Entities, (i)
to the Seller's knowledge, no Governmental Entity has initiated any
administrative proceeding or investigation into any Seller Entity, Registered
Representative or the Asset Management Business and (ii) no Seller Entity has
received any notice of any material violation or exception by any Governmental
Entity with respect to any report or statement by any Governmental Entity
relating to any examination or inspection of such Seller Entity. Copies of all
reports or letters with respect to any such examinations or investigations
during the past 3 years will be been made available to Buyer.

               (e) ERISA Clients. Except as set forth in Section 4.14(e) of the
Seller Disclosure Schedule, each Client to which any Seller Entity provides
investment management, advisory or sub-advisory services that is (i) an
employee benefit plan, as defined in Section 3(3) of ERISA that is subject to
Title I of ERISA, (ii) a Person acting on behalf of such a plan or (iii) any
entity whose assets include the assets of such a plan, within the meaning of
ERISA and applicable regulations (hereinafter referred to as an "ERISA Client")
have been managed by any Seller Entity such that the exercise of such
management or provision of any services is in compliance with the applicable
requirements of ERISA at all times required by Applicable Law.

               (f) Certain Employee or Director Disciplinary Matters. Except as
set forth in Section 4.14(f) of the Seller Disclosure Schedule, no director,
managing director, member, officer or employee of any Seller Entity who renders
services to or as part of the Asset Management Business is (i) subject to any
cease and desist, censure or other disciplinary or similar order issued by,
(ii) a party to any written agreement, consent agreement, memorandum of
understanding or disciplinary agreement with, (iii) a party to any commitment
letter or similar undertaking to, (iv) subject to any order or directive by or
(v) a recipient of any supervisory letter from, any Governmental Entity.

         4.15  Brokers.

         Except as set forth on Section 4.15 of the Seller Disclosure
Schedule, no broker, finder or financial advisor or other person is entitled to
any brokerage fees, commissions, finders' fees or financial advisory fees in
connection with the transactions contemplated hereby by reason of any action
taken by any Seller Entity or any of their respective directors, officers,
employees, representatives or agents.

         4.16  Assets Necessary to Business.

               The Asset Management Assets and Equity Interests constitute all
of the assets, properties, licenses and agreements which are being used on the
date hereof in the Asset Management Business and include all assets,
properties, licenses and agreements necessary for Buyer to operate the Asset
Management Business after the Final Closing, except for the Excluded Assets and
Brokerage Assets.

         4.17  Taxes.

               (a) Except as set forth in Section 4.17(a) of the Seller
Disclosure Schedule, all Tax Returns with respect to the Asset Management
Business or the Asset Management Assets or income attributable therefrom that
are required to be filed by the Company or any Controlled Affiliate of the
Company on or before the Applicable Closing Date have been or will be filed,
the information provided on such Tax Returns is or will be complete and
accurate in all material respects, and all Taxes shown to be due or as required
to be withheld on such Tax Returns have been or will be paid in full, to the
extent that a failure to file such Tax Returns or to withhold or to pay such
Taxes, or an inaccuracy in such Tax Returns, could result in Buyer being liable
for such Taxes or could give rise to a Lien on the Asset Management Assets.

               (b) Except as set forth in Section 4.17(b) of the Seller
Disclosure Schedule, each of the Controlled Entities has (i) duly and timely
filed (or has had duly and timely filed on its behalf) with the appropriate
Governmental Authority all material Tax Returns required to be filed by it, and
all such Tax Returns are true, correct and complete in all material respects
and (ii) timely paid or withheld (or there has been timely paid or withheld on
its behalf) all material Taxes due, claimed to be due or required to be
withheld from or in respect of it by any Governmental Authority.

               (c) No jurisdiction in which the Seller Entities do not file a
Tax Return has made a claim in writing that any of the Seller Entities is
required to file a Tax Return for such jurisdiction.

               (d) The fair market value on the Brokerage Closing Date of the
assets of the Seller Entities and the Controlled Entities that are members of
the affiliated group (as defined in section 1504 of the Internal Revenue Code
of 1986, as amended, without regard to section 1504(b) thereof) of which Seller
Parent is the common parent was less than one-third of the total fair market
value on the Brokerage Closing Date of the assets of all corporations that were
members of such affiliated group immediately prior to the Brokerage Closing
Date. For purposes of the immediately preceding sentence, stock in a member of
such affiliated group shall not be treated as an asset of any member of such
affiliated group.

               (e) Except as set forth in Section 4.17(e) of the Seller
Disclosure Schedule, each of the Controlled Entities that is a partnership or
limited liability company has been treated as a partnership or a disregarded
entity for United States federal income tax purposes since its formation.

               (f) Each of the Controlled Entities that is a regulated
investment company for United States federal income tax purposes has been
treated as a regulated investment company for United States federal income tax
purposes since its formation. Each such Fund currently satisfies and at all
times since formation has satisfied the requirements of Sections 851 through
855 of the Code and the Treasury Regulations promulgated thereunder.

               (g) The Company is not a foreign person within the meaning of
Section 1445 of the Code.

         4.18  Disclosure.

         No representation or warranty by Seller Parent or Company
contained in this Agreement, and no statement contained in this Agreement, the
Seller Related Instruments, the Financial Statements or the Seller Disclosure
Schedule, contains or will contain any untrue statement of a material fact, or
omits or will omit to state any material fact necessary, in light of the
circumstances under which it was or will be made, in order to make the
statements herein or therein not misleading, or necessary in order to fully and
fairly provide the information required to be provided in any such document.

         4.19  Transferred Accounts.

               (a) The Transferred Accounts have been created, maintained and
serviced by the applicable Seller Entity in compliance in all material respects
with all Applicable Laws of any applicable Governmental Entity.

               (b) The transfer to Buyer of the Transferred Account Information
pursuant to the terms of this Agreement will not violate, in any material
respect any privacy right or other personal rights of any customer, prospective
customer or other person.

               (c) There are no pending complaints or, to the best of Seller's
knowledge, threatened or other controversies regarding any Transferred Account,
that could reasonably be expected to result in a complaint, from or relating to
any Transferred Account, except those set forth in Section 4.19(c) of the
Seller Disclosure Schedule.

               (d) Attached to Section 4.19(d) of the Seller Disclosure
Schedule is (i) a true and correct copy of the current form (and to the extent
any material term of a predecessor form is different from any material term of
the current form, such other predecessor form) of Advisory Agreement or Wrap
Agreement that any Seller Entity has entered into with any Client with respect
to a Transferred Account (each such agreement being referred to herein as a
"Customer Agreement") and (ii) a copy of each Advisory Agreement or Wrap
Agreement set forth as an "exception" pursuant to the immediately following
sentence of this Section 4.19(d). Except as set forth on Section 4.19(d) of the
Seller Disclosure Schedule, in respect of the Transferred Accounts, no Seller
Entity has entered into any contract or agreement with any Client, nor is it
rendering services to any Client, other than pursuant to a Customer Agreement.
Each Customer Agreement is a legal, valid and binding obligation of the
applicable Seller Entity and, to the knowledge of Seller, the other parties
thereto, in full force and effect, enforceable against the applicable Seller
Entity and, to the knowledge of Seller, such other parties, except that (i)
such enforcement may be subject to bankruptcy, insolvency, reorganization,
moratorium or other similar laws now or hereafter in effect relating to
creditors' rights, and (ii) the remedy of specific performance and injunctive
and other forms of equitable relief may be subject to equitable defenses and to
the discretion of the court before which any proceeding therefor may be
brought.

         4.20  Transferred Account Information. The Transferred Account
Information, all of which has been or shall be made available to Buyer prior to
or at the Applicable Closing is current, complete and correct in all material
respects (other than with respect to financial information, which is complete
and correct in all respects) and has been maintained on a consistent basis. At
the Applicable Closing, subject to applicable privacy laws, all of such
Transferred Account Information will be in the possession of Buyer. The
transfer to Buyer of the Transferred Account Information pursuant to the terms
of this Agreement does not violate any privacy right or other personal rights
of any customer, prospective customer or other person.

         4.21  Government Regulation.

               (a) Filings. Each Seller Entity is duly registered or licensed
in the capacities shown in Section 4.21(a) of the Seller Disclosure Schedule,
and has filed all material registrations, reports, statements, notices and
other material filings required under Applicable Law to be filed with the
Commission and any other Governmental Entity by such entity, to the extent
applicable, including all material amendments or supplements to any of the
above (the "Filings") for the past five (5) years. The Filings complied in all
respects, where applicable, with the requirements of the Exchange Act, the
Advisers Act, the Investment Company Act and all other Applicable Laws and did
not contain any untrue statement of material fact or omit to state a material
fact required to be stated therein, or necessary to make the statements
contained therein, in light of the circumstances under which they were made,
not misleading. Seller has made or will make available to Buyer complete and
correct copies of (i) all Filings made within the past five (5) years
(including, but not limited to all filings on Form ADV), (ii) all audit or
inspection reports received by any Seller Entity or any Fund from the
Commission or any other Governmental Entity and all written responses thereto
during the past five (5) years, (iii) copies of all inspection reports provided
to any Seller Entity by the Commission or any other Governmental Entity during
the past five (5) years, and (iv) all correspondence relating to any
investigation provided to any Seller Entity by the Commission or any other
Governmental Entity during the past two (2) years. Except as set forth in
Section 4.21(a) of the Seller Disclosure Schedule, as of the date of this
Agreement, there is no unresolved violation, criticism, or exception by any
Governmental Entity with respect to any report or statement relating to any
examinations or inspections of any Seller Entity that arose or was initiated
within the past two (2) years.

               (b) Advisers Act.

                    (i) Except as set forth in Section 4.21(b)(i) of the Seller
     Disclosure Schedule, each Seller Entity is, and at all times required by
     the Advisers Act during the past five (5) years has been, duly registered
     as an investment adviser under the Advisers Act. Except as set forth in
     Section 4.21(b)(i) of the Seller Disclosure Schedule, each Seller Entity
     is, and at all times required by Applicable Law (other than the Advisers
     Act) during the past five (5) years has been, duly registered, licensed or
     qualified as an investment adviser in each state or any other domestic or
     foreign jurisdiction where the conduct of its business required such
     registration, licensing or qualification. Each such United States federal
     and state registration, license or qualification, as of the date hereof,
     is listed in Section 4.21(b)(i) of the Seller Disclosure Schedule and is
     in full force and effect. Except as set forth on Section 4.21(b)(i) of the
     Seller Disclosure Schedule, no Affiliate of any Seller Entity has been
     during the past five (5) years required to be registered, licensed or
     qualified as an investment adviser under the Advisers Act or other
     Applicable Law or subject to any material liability or disability by
     reason of any failure to be so registered, licensed or qualified.

                    (ii) Ineligible Persons. None of the Seller Entities nor
     any "affiliated person" (as defined in the Investment Company Act) of any
     of them is ineligible pursuant to Section 9(a) or 9(b) of the Investment
     Company Act to serve as an investment adviser (or in any other capacity
     referred to in Section 9(a) of the Investment Company Act) to a registered
     investment company. None of the Seller Entities is ineligible pursuant to
     Section 203 of the Investment Advisers Act or Section 15(b) of the
     Exchange Act to serve as a registered investment adviser or broker-dealer
     and no "associated person" (as defined in the Investment Advisers Act or
     the Exchange Act) of any Seller Entity is ineligible pursuant to Section
     203 of the Investment Advisers Act or Section 15(b) of the Exchange Act to
     serve as an associated person of a registered investment adviser or
     broker-dealer.

                    (iii) Each Form ADV filed (or any Part II thereof deemed to
     be filed) by each Seller Entity, in its most recent form filed (or any
     Part II thereof deemed to be filed) with the Commission, including any
     amendments thereto filed (or any amendment to Part II thereof deemed to be
     filed) with the Commission complies in all material respects with
     Applicable Law.

                    (iv) Each Seller Entity's advertising and solicitation of
     business has complied and will comply in all material respects with all
     Applicable Laws, including Section 206 of the Advisers Act, SEC Rules
     204-2(a)(16) and 206(4)-1 under the Advisers Act.

               (c) Other Matters

                    (i) Each Seller Entity, as applicable, has implemented one
     or more formal codes of ethics and written policies regarding insider
     trading, each of which comply with Applicable Law and a complete and
     accurate copy of each of which have been made available to Buyer. Section
     4.21(c)(i) of the Seller Disclosure Schedule sets forth a true and
     complete list of all such codes of ethics and written policies. Such codes
     of ethics comply in all material respects with any Applicable Laws. Such
     insider trading policies comply in all material respects with Section 204A
     of the Advisers Act and Section 15(f) of the Exchange Act. The policies of
     each of the Seller Entities as of the date hereof with respect to avoiding
     conflicts of interest are as set forth in the most recent Form ADV or
     policy manual of such Seller Entity, as applicable, as amended, which have
     been made available to Buyer. To the knowledge of Seller, there have been
     no violations during the past five years of such codes of ethics or such
     policies that, individually or in the aggregate, could reasonably be
     expected to have a Material Adverse Effect.

                    (ii) No Seller Entity is or has been during the past five
     (5) years (i) a broker-dealer (other than the Company), bank, trust
     company, insurance company, insurance broker or transfer agent within the
     meaning of any Applicable Law, (ii) required to be registered, licensed or
     qualified as a broker-dealer (other than the Company), bank, trust
     company, insurance company, insurance broker or transfer agent under any
     Applicable Law or (iii) subject to any material liability or disability by
     reason of any failure to be so registered, licensed or qualified. No
     Seller Entity has received notice of any pending suit, proceeding or
     investigation concerning any failure to obtain any broker-dealer, bank,
     trust company, insurance company, insurance broker or transfer agent
     license.(iii) Each officer, director, principal or employee of any Seller
     Entity who is, or during the past five (5) years has been, required to be
     registered as a registered representative, an investment adviser
     representative, sales person, principal or associated person or other
     capacity with any Governmental Entity is duly registered as such and such
     registration is in full force and effect. There has been no violation,
     cancellation, suspension, revocation, non-renewal of or default under any
     Governmental Approval or receipt by any Seller Entity of any notice of
     violation, cancellation, suspension, revocation, non-renewal, default or
     dispute affecting such Governmental Approval, and no basis exists for any
     such action, including, without limitation, as a result of the
     consummation of the transactions contemplated by this Agreement.(iv) All
     services are offered and sold in compliance with all Applicable Laws,
     including the requirements for delivery of the Seller Entity's Form ADV,
     Part II, as applicable and are exempt from registration or qualification
     under Applicable Laws.

         4.22  Registered Funds; Sub-Advised Registered Funds; Non-Registered
Funds.

               (a) Section 4.22(a) of the Seller Disclosure Schedule sets forth
a true and complete list of each Registered Fund and Sub-Advised Registered
Fund. Each of the Registered Funds and the Sub-Advised Registered Funds that is
or during the past five (5) years has been required by the Investment Company
Act to be registered with the Commission as an investment company under the
Investment Company Act is, and at all times required by the Investment Company
Act during the past five (5) years has been, so registered.

               (b) Each Registered Fund and each Sub-Advised Registered Fund
that is a juridical entity is duly organized, validly existing and, with
respect to jurisdictions that recognize the concept of "good standing," in good
standing under the laws of the jurisdiction of its organization and has the
requisite corporate, trust, company or partnership power and authority to own
its properties and to carry on its business as it is now conducted, and is
qualified to do business in each jurisdiction where it is required to be so
qualified under Applicable Law. There has been no violation, cancellation,
suspension, revocation, non-renewal of or default under any Governmental
Approval or receipt by any Registered Fund or Sub-Advised Registered Fund of
any notice of violation, cancellation, suspension, revocation, non-renewal,
default or dispute affecting such Governmental Approval, and no basis exists
for any such action, including, without limitation, as a result of the
consummation of the transactions contemplated by this Agreement.

               (c) The boards of directors or trustees of each Registered Fund
and Sub-Advised Registered Fund have at all times been constituted and have
operated in conformity with the requirements and restrictions of Sections 10,
15(f) and 16 of the Investment Company Act.

               (d) Each Seller Entity that acts as investment adviser or
sub-adviser to a Registered Fund or Sub-Advised Registered Fund has a written
Advisory Agreement pursuant to which such Seller Entity serves as investment
adviser or sub-adviser to such Registered Fund or Sub-Advised Registered Fund.
As of the date hereof, no Seller Entity nor any "interested person" of any of
them, as such term is defined in the Investment Company Act, receives or is
entitled to receive any compensation directly or indirectly (i) from any Person
in connection with the purchase or sale of securities or other property to,
from or on behalf of any of the Registered Funds or Sub-Advised Registered
Funds, other than bona fide ordinary compensation as principal underwriter,
distributor or sponsor for the Registered Funds or Sub-Advised Registered
Funds, or (ii) from the Registered Funds or Sub-Advised Registered Funds or
their respective security holders for other than bona fide investment advisory,
sub-advisory, accounting, shareholder servicing, transfer agency or similar
services.

               (e) Each Advisory Agreement, Distribution Agreement,
Underwriting Agreement and Services Agreement with respect to any Registered
Fund and any Sub-Advised Registered Fund during the past five (5) years (or
such shorter period as to which such entity was a Registered Fund) has been
duly adopted and maintained in compliance in all material respects with Section
15 of the Investment Company Act, if applicable to such Registered Fund or such
Sub-Advised Registered Fund or such agreement.

               (f) During the past five (5) years (or such shorter period as to
which such entity was a Registered Fund) each Registered Fund has been operated
in compliance with its respective investment objectives, policies and
restrictions, including without limitation those set forth in the applicable
prospectus and registration statement for such Registered Fund.

               (g) (i) The shares or units of each Registered Fund and each
Sub-Advised Registered Fund have been issued and sold in substantial compliance
with Applicable Law, (ii) the shares or units of each Registered Fund and each
Sub-Advised Registered Fund are qualified for public offering and sale in each
jurisdiction where offers are made to the extent required under Applicable Law,
(iii) the shares or units of each Registered Fund and each Sub-Advised
Registered Fund have been duly authorized and validly issued and are fully paid
and nonassessable and (iv) each Registered Fund and each Sub-Advised Registered
Fund, has been operated for the past five (5) years (or such shorter period as
to which such entity was a Registered Fund or Sub-Advised Registered Fund) and
is currently operating in substantial compliance with Applicable Law.

               (h) No Registered Fund or Sub-Advised Registered Funds has at
any time adopted or is otherwise party to or bound by any 12b-1 Plan. No
Registered Fund or Sub-Advised Registered Fund has paid or is paying, directly
or indirectly, any amount to any Person for the purpose of financing the
distribution of its shares or has made or is making any other payments in
violation of Applicable Law.

               (i) Each Registered Fund and each Sub-Advised Registered Fund
has timely filed all prospectuses, annual information forms, registration
statements, proxy statements, financial statements, other forms, reports, sales
literature and advertising materials and any other documents required to be
filed with applicable regulatory or other Governmental Authorities, and any
amendments thereto (the "Fund Reports"), and has timely paid all fees and
interest required to be paid in connection therewith. The Fund Reports for the
Registered Funds and the Sub-Advised Registered Funds (i) have been prepared in
all material respects in accordance with the requirements of Applicable Law,
and (ii) did not at the time they were filed, and with respect to any
prospectus, proxy statement, sales literature or advertising material, did not
during the period of its authorized use, contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein, in the light of the
circumstances under which they were or are made, not misleading.

               (j) The statements of net assets or statements of assets and
liabilities and schedule of investments included in the Fund Financial
Statements for each of the Registered Funds and for each of the Sub-Advised
Registered Funds present fairly in all material respects the financial position
of each such Registered Fund and each such Sub-Advised Registered Fund as at
the respective dates thereof, and the statements of operations and statements
of changes in net assets included in the Fund Financial Statements for each of
the Registered Funds and for each of the Sub-Advised Registered Funds present
fairly in all material respects the results of operations and changes in net
assets of each such Registered Fund and each such Sub-Advised Registered Fund
for the respective periods indicated. The Fund Financial Statements comply with
applicable accounting requirements with respect thereto, and each of such
statements (including any related notes) has been prepared in accordance with
GAAP consistently applied during the periods involved (except for the absence
of footnotes and, in the case of the interim unaudited Fund Financial
Statements, recurring year-end adjustments normal in nature and amount) and on
that basis (subject to, in the case of the interim unaudited Fund Financial
Statements, recurring year-end adjustments normal in nature and amount) fairly
present in all material respects the financial results of operations and cash
flows of each Registered Fund and Sub-Advised Registered Fund as of the
respective periods indicated.

               (k) Section 4.22(k) of the Seller Disclosure Schedule sets forth
a true and complete list of each Non-Registered Fund. Except with respect to
the Registered Funds and the Sub-Advised Registered Funds set forth in Section
4.22(a) of the Seller Disclosure Schedule and the Non-Registered Funds set
forth in Section 4.22(k) of the Seller Disclosure Schedule, none of the Seller
Entities acts as investment adviser, investment sub-adviser, general partner,
managing member, manager or sponsor to any other pooled investment vehicle. No
Non-Registered Fund is, or at any time since its inception was, required to be
registered under the relevant provisions of the Investment Company Act.

               (l) (i) Each Non-Registered Fund that is a juridical entity has
been duly organized and is validly existing and in good standing under the laws
of the jurisdiction of its organization and has all requisite corporate
partnership, limited liability company, or similar power and authority, and
possesses all rights, licenses, authorizations and approvals necessary to
entitle it to use its name, to own, lease or otherwise hold its properties and
assets and to carry on its business as it is now conducted, and is duly
qualified, licensed or registered to do business in each jurisdiction where it
is required to do so under Applicable Law, (ii) all outstanding shares or units
of each Non-Registered Fund have been issued and sold in compliance with
Applicable Law and (iii) each Non-Registered Fund, during the past five (5)
years (or since inception of operations if shorter), has been operated and is
currently operating in substantial compliance with its investment objectives
and policies and Applicable Law. There has been no violation, cancellation,
suspension, revocation, non-renewal of or default under any Governmental
Approval or receipt by any Non-Registered Fund of any notice of violation,
cancellation, suspension, revocation, non-renewal, default or dispute affecting
such Governmental Approval, and no basis exists for any such action, including,
without limitation, as a result of the consummation of the transactions
contemplated by this Agreement.

               (m) The statements of net assets or statements of assets and
liabilities and schedule of investments included in the Fund Financial
Statements for each of the Non-Registered Funds present fairly in all material
respects the financial position of each such Non-Registered Fund as at the
respective dates thereof, and the statements of operations and statements of
changes in net assets included in the Fund Financial Statements for each of the
Non-Registered Funds present fairly in all material respects the results of
operations and changes in net assets of each such Non-Registered Fund for the
respective periods indicated. The Financial Statements comply with applicable
accounting requirements with respect thereto, and each of such statements
(including any related notes) has been prepared in accordance with GAAP
consistently applied during the periods involved (except for the absence of
footnotes and, in the case of the interim unaudited Fund Financial Statements,
recurring year-end adjustments normal in nature and amount) and on that basis
(subject to, in the case of the interim unaudited Fund Financial Statements,
recurring year-end adjustments normal in nature and amount) fairly present in
all material respects the financial results of operations and cash flows of
each Non-Registered Fund as of the respective periods indicated.

               (n) Each board of directors or trustees (or Persons performing
similar functions) of any Non-Registered Fund operates in substantial
conformity with all requirements and restrictions applicable to such
Non-Registered Fund under all Applicable Laws to which such Non-Registered Fund
is subject.

               (o) The offer and sale of equity interests in each of the Funds,
and the use and distribution of Offering Materials in connection therewith, has
complied in all material respects with applicable requirements of the
Securities Act, the Exchange Act, the Investment Company Act, the CE Act
(including, without limitation, Rule 4.7 promulgated thereunder), all
applicable state securities and blue sky laws, and all applicable rules,
regulations, interpretive notices and guidelines promulgated by the NFA and the
NASD. The Offering Materials of each of the Funds have contained and currently
contain all statements which are required to be made and contained therein, and
have conformed and currently conform with, the requirements of U.S. federal
securities and commodities laws, including the Securities Act, the CE Act and
the rules and regulations thereunder.

         4.23  Affiliate Transactions.

         Except as set forth in Section 4.13(a)(xi) of the Seller Disclosure
Schedule, no Seller Entity nor any Fund has entered into any Affiliate
Agreement or similar transaction or arrangement in connection with the Asset
Management Business.

         4.24  Clients, Assets Under Management.

               (a) Section 4.24(a)(i) of the Seller Disclosure Schedule sets
forth a true and complete schedule, as of the close of business on November 30,
2002, of the aggregate amount of assets under management for (i) the Registered
Funds, (ii) the Sub-Advised Registered Funds, (iii) the Non-Registered Funds,
(iv) the Separate Accounts and (v) the Wrap Accounts. Section 4.24(a)(ii) of
the Seller Disclosure Schedule sets forth a true and complete schedule, as of
the close of business on November 30, 2002, of the amount of assets under
management for each Registered Fund, Sub-Advised Registered Fund and
Non-Registered Fund.

               (b) Set forth in Section 4.24(b) of the Seller Disclosure
Schedule is a list of each Advisory Agreement and wrap program, as the case may
be, setting forth as of the close of business on November 30, 2002 (i) with
respect to each Advisory Agreement, the name of the Client, and with respect to
each wrap program, the number of Clients thereunder, indicating whether any
such Client is an Affiliate of Seller; (ii) the amount of assets under
management pursuant to such Advisory Agreement or wrap program; (iii) the fee
schedule in effect with respect to such Advisory Agreement or wrap program;
(iv) the manner of consent required for the "assignment" of such Advisory
Agreement or wrap program under the terms of such Advisory Agreement and under
Applicable Law in connection with the transactions contemplated hereby; (v) the
identity of which Seller Entities are parties to such Advisory Agreement and
provide services to such wrap program; and (vi) solely with respect to the wrap
programs, the selling or sponsoring broker-dealer organizations and a schedule
of fees for such sponsoring broker-dealer organization.

         4.25  Insurance.

         Section 4.25 of the Seller Disclosure Schedule sets forth a complete
and correct list, as of the date hereof, of the policies of insurance currently
in effect which provide coverage in respect of the Asset Management Business
(including fidelity bonds), which indicates the nature of the coverage under
each of such policies and sets forth the respective expiration dates thereof.
Such policies are in full force and effect and all premiums due with respect to
all periods to and including the Applicable Closing Date, have either been paid
or adequate provisions for the payment thereof have been made. Such policies
provide customary insurance coverage for a business such as the Asset
Management Business. No Seller Entity has received any notice of any material
increase of premiums with respect to, or cancellation or non-renewal of, any of
such policies. There are no claims by the insured under any of such policies as
to which any insurance company is denying liabilities or defending under a
reservation of rights or similar clause.

         4.26  Investments.

         Section 4.26 of the Seller Disclosure Schedule sets forth a true and
complete list of any capital stock or other equity interests or securities
owed, directly or indirectly, by any Seller Entity in any Person (other than a
Seller Entity but including any Fund) constituting part of the Asset Management
Business (together, the "Investments"), together with the cost and fair market
value of any such Investments as of November 30, 2002. Except to the extent set
forth in Sections 4.02(a) or 4.26 of the Seller Disclosure Schedule, no Seller
Entity owns, directly or indirectly, any capital stock or other equity
interests or securities in any Person or otherwise Controls any Person.

         4.27  No "Clawback" Provisions. Except as set forth in Section
4.13(a)(xv) of the Seller Disclosure Schedule, no Seller Entity is subject or
may potentially be subject to any obligation of any kind requiring such Seller
Entity to cap or reimburse fees or expenses or which provides for a "clawback"
or similar undertaking requiring such Seller Entity to reimburse or refund of
any fees, gains, allocations or other amounts to any Person constituting part
of the Asset Management Business.

         4.28  No Co-Investments. Except as set forth in Sections 4.13(a)(xiii)
or 4.26 of the Seller Disclosure Schedule, no Seller Entity has any
co-investment, seed capital or similar obligation or arrangement to make any
investment in, or capital contribution to, any Person constituting part of the
Asset Management Business.

         4.29  Liquidated Affiliates. Section 4.29 of the Seller Disclosure
Schedule sets forth the name of each Affiliate of Seller or any Seller Entity
which has been liquidated or dissolved during the three (3) years prior to the
date of this Agreement (each, a "Liquidated Affiliate"). No Seller Entity nor
any of its Affiliates has any liabilities or financial obligations to any
Person with respect to any Liquidated Affiliate, or upon consummation of the
transactions contemplated by this Agreement, will have any liabilities or
financial obligations with respect to any Liquidated Affiliate.

                                   ARTICLE V
            REPRESENTATIONS AND WARRANTIES OF BUYER PARENT AND BUYER
            --------------------------------------------------------

         Each of Buyer Parent and Buyer hereby represents and warrants to
Seller Parent and Company as follows:

         5.01  Organization; Authority.

         Buyer is a corporation duly organized, validly existing and in good
standing under the laws of Delaware, and has all requisite corporate power
and authority to enter into this Agreement and any instruments and
agreements contemplated herein required to be executed and delivered
pursuant to this Agreement to which it is a party (including the Ancillary
Agreements, which are collectively referred to herein as the "Buyer Related
Instruments") and to consummate the transactions contemplated hereby and
thereby. Buyer Parent is a corporation duly organized and valid by
subsisting under the laws of the province of Ontario, and has all requisite
power and authority to enter into this Agreement, the Buyer Related
Instruments, as applicable, and to consummate the transactions contemplated
hereby and thereby, except where the failure to be so qualified or licensed
or in good standing would not have a Material Adverse Effect on Buyer and
Buyer Parent, taken as a whole. The execution, delivery and performance of
this Agreement and Buyer Related Instruments and the consummation of the
transactions contemplated hereby and thereby have been duly authorized by
all necessary corporate action on the part of each of Buyer Parent and
Buyer. This Agreement has been, and each of Buyer Related Instruments shall
be, duly executed and delivered by each of Buyer Parent and Buyer, as
applicable, and constitutes a valid and binding obligation of each of Buyer
Parent and Buyer, enforceable against Buyer Parent and Buyer, as the case
may be, in accordance with its terms, except that (i) such enforcement may
be subject to bankruptcy, insolvency, reorganization, moratorium or other
similar laws now or hereafter in effect relating to creditors' rights, and
(ii) the remedy of specific performance and injunctive and other forms of
equitable relief may be subject to equitable defenses and to the discretion
of the court before which any proceeding therefor may be brought.

         5.02  No Violation; Consents and Approvals.

         The execution and delivery of this Agreement and Buyer Related
Instruments do not, and the consummation of the transactions contemplated
hereby or thereby and compliance with the terms hereof or thereof will not
violate or be in conflict with, (a) any provision of the Organizational
Documents of Buyer Parent or Buyer, (b) any material Law applicable to Buyer
Parent or Buyer or the property or assets of Buyer Parent or Buyer or (c) in
any material respect, any note, bond, mortgage, indenture, license, agreement,
lease or other instrument or obligation to which Buyer Parent or Buyer is a
party or by which Buyer Parent or Buyer may be bound or affected or to which
any of their respective assets may be subject. Except for the requirements of
the HSR Act and as set forth in Section 5.02 of the Buyer Disclosure Schedule,
no consent, approval, order or authorization of, or notice to, or registration,
declaration or filing with, any Governmental Entity or any third party is
required to be obtained or made by Buyer Parent or Buyer in connection with the
execution and delivery of this Agreement or Buyer Related Instruments or the
consummation by Buyer Parent or Buyer, as the case may be, of the transactions
contemplated hereby or thereby.

         5.03 Litigation. Except as set forth in Section 5.03 of the Buyer
Disclosure Schedule, there is no material claim, action, suit, proceeding,
investigation or inquiry pending, asserted or, to Buyer's knowledge, threatened
during the one year period prior to the date hereof, against Buyer or Buyer
Parent by or before any Governmental Entity, or by or on behalf of any third
party, which challenges the validity of this Agreement or any Buyer Related
Instrument or which, if adversely determined, would adversely affect the
ability of Buyer Parent or Buyer to consummate the transactions contemplated by
this Agreement or any Buyer Related Instrument.

         5.04 Brokers. No broker, finder or financial advisor or other person
is entitled to any brokerage fees, commissions, finders' fees or financial
advisory fees in connection with the transactions contemplated hereby by reason
of any action taken by Buyer Parent or Buyer or any of their respective
directors, officers, employees, representatives or agents.

         5.05 Commission Filings. As of its filing date, each Buyer Parent
Commission Document complied as to form in all material respects with the
applicable requirements of the Exchange Act. As of its filing date, each Buyer
Parent Commission Document filed pursuant to the Exchange Act did not contain
any untrue statement of a material fact or omit any material fact necessary in
order to make the statements made therein, in the light of the circumstances
under which they were made, not false or misleading.

         5.06 Financial Statements. The audited consolidated financial
statements and unaudited consolidated interim financial statements of Buyer
Parent (including any related notes and schedules) included in its annual
reports on Form 10-K and the quarterly reports on Form 10-Q referred to in this
Section 5.06 (collectively, the "Buyer Parent Financial Statements") present
fairly the financial position of Buyer Parent and its subsidiaries as of the
dates thereof and their results of operations and cash flows for the periods
then ended (subject to normal year-end adjustments and the absence of notes in
the case of any unaudited interim financial statements), in each case in
conformity with GAAP applied on a consistent basis (except as may be indicated
in the notes thereto).

         5.07 Capitalization. As of the date of this Agreement but without
giving effect to the Brokerage Closing, Buyer Parent's authorized capital stock
consists of (i) an unlimited number of authorized Class A Non-Voting Shares, of
which 12,377,857 shares are issued and outstanding, (ii) 99,680 authorized
Class B Voting Shares, of which 99,680 shares are issued and outstanding and
(iii) an unlimited number of First Preference Shares issuable in series, of
which no shares are issued or outstanding. All such issued and outstanding
shares are duly authorized and validly issued, fully paid and nonassessable.

         5.08 Absence of Undisclosed Liabilities. Except for liabilities and
obligations (i) reflected on the Buyer Parent Financial Statements or (ii)
incurred in the ordinary course of business consistent with past practice since
the date of the Buyer Parent Financial Statements, neither Buyer nor Buyer
Parent has incurred any liabilities or obligations of whatever nature, direct
or indirect, whether accrued, fixed, contingent or otherwise that would be
required to be reflected or reserved against on a consolidated balance sheet of
Buyer Parent prepared in accordance with GAAP.

         5.09 Non-Contravention. The execution, delivery and performance by
Buyer and Buyer Parent of this Agreement will not contravene, result in any
breach of, or constitute a default under, or result in the creation of any Lien
in respect of any property of Buyer or Buyer Parent under any indenture,
mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate
charter or by-laws, or any other material agreement or instrument to which
Buyer or Buyer Parent is bound or by which any of their prospective properties
may be bound or affected, which would affect the legal authority of Buyer and
Buyer Parent to materially comply with the terms of this Agreement.

         5.10 Disclosure. No representation or warranty by Buyer or Buyer
Parent contained in this Agreement, and no statement contained in this
Agreement (the Buyer Related Instruments and the Buyer Parent Financial
Statements), list, certificate or other writing furnished or to be furnished by
or on behalf of Buyer or Buyer Parent to Seller or any of its representatives
in connection with the transactions contemplated hereby, contains or will
contain any untrue statement of a material fact, or omits or will omit to state
any material fact necessary, in light of the circumstances under which it was
or will be made, in order to make the statements herein or therein not
misleading, or necessary in order to fully and fairly provide the information
required to be provided in any such document.

         5.11 Ineligible Persons. Neither Parent, Buyer nor any "affiliated
person" (as defined in the Investment Company Act) of either of them is
ineligible pursuant to Section 9(a) or 9(b) of the Investment Company Act to
serve as an investment adviser (or in any other capacity referred to in Section
9(a) of the Investment Company Act) to a Registered Fund. Neither Parent nor
Buyer is ineligible pursuant to Section 203 of the Investment Advisers Act or
Section 15(b) of the Exchange Act to serve as a registered investment adviser
or broker-dealer and no "associated person" (as defined in the Investment
Advisers Act or the Exchange Act) of Parent or Buyer is ineligible pursuant to
Section 203 of the Investment Advisers Act or Section 15(b) of the Exchange Act
to serve as an associated person of a registered investment adviser or
broker-dealer.

         5.12 Investment Purpose. Buyer (or its designee as the case may be) is
acquiring, as principal for its own account, the Equity Interests for its own
account and for the purpose of investment and not with a view to or for sale in
connection with any distribution thereof.

                                  ARTICLE VI
                            COVENANTS OF THE PARTIES
                            ------------------------

         6.01 Conduct of the Asset Management Business. Except as and to the
extent expressly permitted by this Agreement or the Brokerage Asset Purchase
Agreement, during the period from the date of this Agreement up to the Final
Closing Date, Seller shall and shall cause the other Seller Entities to, (i)
conduct the Asset Management Business in the ordinary course consistent with
past practice, (ii) use its reasonable best efforts to preserve its current
relationships with its brokers and other employees, Clients, customers,
suppliers and others having business dealings with it and (iii) pay all Taxes
related to the Asset Management Business as they become due and payable.
Without limiting the generality of the foregoing, except as and to the extent
set forth in Section 6.01 of the Seller Disclosure Schedule, during the period
from the date of this Agreement through the Applicable Closing Date without the
prior written consent of Buyer, with respect to the Asset Management Business
or any of the Asset Management Assets, Seller shall not and shall cause Seller
Entities other than Seller, as applicable, not to:

               (a) other than bonuses earned and accrued in respect of the 2002
fiscal year which have been awarded (but not paid) prior to the date hereof,
pay any bonus or increase, decrease or otherwise modify the rate of
compensation of, or any fees or fee schedule with respect to, or pay or agree
to pay, or withdraw or reduce, any benefit to, or terminate, any Person
employed by, or providing services with respect to, the Asset Management
Business or its Clients;

               (b) enter into, adopt, amend or otherwise modify any plan that
would apply to any Transferred Employee;

               (c) enter into, adopt or amend, any employment, consulting,
retention, change-in-control, collective bargaining, bonus or other incentive
compensation, profit-sharing, health or other welfare, stock option or other
equity, pension, retirement, vacation, severance, deferred compensation or
other employment, compensation or benefit plan, policy, agreement, trust, fund
or arrangement for the benefit of any officer, director, employee, sales
representative (including any promoter), agent, consultant or Affiliate except
for the employment, consulting, retention, bonus or incentive compensation
agreement entered into in the ordinary course of business consistent with past
practices;

               (d) enter into any collective bargaining agreement or other
labor agreement;

               (e) sell, lease, transfer or otherwise dispose of any Asset
Management Asset, other than in the ordinary course of business consistent with
past practice;

               (f) grant or permit the imposition of any Lien on the Asset
Management Assets, except for Permitted Liens;

               (g) create, renew, amend, terminate or cancel, or take any other
action that may result in the creation, renewal, amendment, impairment,
termination or cancellation of, any Contract except, other than any Affiliate
Agreement, in the ordinary course of business consistent with past practice;

               (h) fail to maintain the accounts of the Asset Management
Business and Books and Records in the usual, regular and ordinary manner on a
basis consistently applied;

               (i) sell, transfer, license, encumber or otherwise dispose of,
or compromise or permit the lapse of the right to use, any of the Trademarks or
Intellectual Property;

               (j) make any change in the pricing, fees, interest rates or
service charges payable by any Client with respect to any Transferred Account
or institute new pricing, fees, interest rates or service charges payable by
any such Client or otherwise alter the terms of any Customer Agreement relating
to any Transferred Account other than in the ordinary cause of business and
consistent with past practices;

               (k) except as required by applicable Law, with respect to any
Transferred Account, (i) implement or adopt any change in its risk procedures
or practices or (ii) make any change in the process of approving and opening
new Customer Accounts;

               (l) cancel any debt or waive any claim or right of substantial
value;

               (m) amend any Organizational Documents;

               (n) conduct all affairs relating to Taxes other than in good
faith and in a manner consistent with past practice;

               (o) enter into any new line of business unrelated to the Asset
Management Business;

               (p) acquire or sell in any manner, including by way of merger,
consolidation or purchase or sale of an equity interest or assets, any business
or any corporation, partnership, association or other business organization or
division thereof;

               (q) change any of the accounting practices, policies or
principles used by it, except as required by GAAP;

               (r) except as required by Applicable Law or such actions as may
be approved by the independent directors of any Registered Fund, make any
material changes in policies or practices relating to terms of Client
transactions or accounting therefor or in policies of employment;

               (s) take any action or omit to take any action that,
individually or in the aggregate, would reasonably be expected to result in a
Material Adverse Effect;

               (t) incur, assume, guarantee (including by way of any agreement
to "keep well" or of any similar arrangement) or prepay any Indebtedness or
amend the terms relating to any Indebtedness (including, without limitation,
capital leases, payments in respect of the deferred purchase price of property,
letters of credit, loan agreements and other agreements relating to the
borrowing of money or extension of credit) or issue or sell any debt
securities, except for any such incurrence, assumption, guarantee or prepayment
of such Indebtedness or amendments of the terms of such Indebtedness in the
ordinary course of business consistent with past practice;

               (u) take any action that would, or could reasonably be expected
to, cause Seller or its Subsidiaries to be in breach of any representation,
warranty, covenant or agreement contained in this Agreement or in any of the
Ancillary Agreements;

               (v) make any Tax election or settle or compromise any Tax
liability if such election settlement or compromise could result in a Lien on
the Asset Management Assets or could have a material adverse Tax effect on the
Asset Management Assets;

               (w) enter into any co-investment obligation or arrangement;

               (x) sell, lease, transfer or otherwise dispose of any
Investment; or

               (y) agree, whether in writing or otherwise, to do any of the
foregoing.

               Notwithstanding the foregoing provisions of this Section 6.01,
Seller may, or may cause the applicable Seller Entity to, distribute or
otherwise transfer to Seller or an Affiliate of Seller the Seller Investments
specified on Schedule V (the "Seller Investments") prior to the Final Closing
to the extent permitted by and in accordance with the Fund agreements to which
the Investments relate, and otherwise in such manner as Seller may reasonably
determine, after consultation with Buyer, to minimize the adverse impact on the
Fund in question (including the prospects for obtaining any required Consents
relating to such Fund), provided that any costs, expenses or other liabilities
associated with such distribution or other transfer (including liabilities in
respect of Taxes) shall be Excluded Liabilities for all purposes of this
Agreement

         6.02  Access to Information; Confidentiality.

               (a) During the period from the date of this Agreement up to the
Final Closing Date, Buyer shall give Seller and its authorized representatives,
and Seller shall give and shall cause each of the Seller Entities other than
Seller to give Buyer and its authorized representatives, reasonable access,
during regular business hours and upon reasonable notice, to examine and make
copies of, all books and records as they may reasonably request.

               (b) Following the First Closing, Buyer shall permit Seller and
its authorized representatives, and Seller shall permit and shall cause each of
the Seller Entities other than Seller to permit Buyer and its authorized
representatives, during regular business hours and upon reasonable notice, to
have reasonable access to, and examine and make copies of, all books and
records of the Asset Management Business, including as applicable, the Books
and Records, the books of original entry of Seller and agreements that are
necessary to support the account, which relate, (i) to transactions or events
occurring prior to the First Closing, (ii) events occurring subsequent to the
First Closing, which are related to or arise out of transactions or events
occurring prior to the First Closing or (iii) the liability of Buyer, Buyer
Parent or Seller to provide indemnification pursuant to Article X.

               (c) Any information received by Buyer, Seller or any Seller
Entity other than Seller pursuant to this Agreement shall be held in confidence
in accordance with and subject to the terms of the Confidentiality Agreement
dated as of July 16, 2002 (the "Confidentiality Agreement"); provided, that,
not withstanding the foregoing Seller shall not share any such information with
any of its financial advisors that are competitors to Buyer or its Affiliates.

               6.03 Reasonable Best Efforts. Subject to the terms and
conditions of this Agreement, each of the parties hereto shall use its
reasonable best efforts to take, or cause to be taken, all actions, and to do,
or cause to be done, all things necessary, proper or advisable under Applicable
Laws and regulations to consummate the transactions contemplated by this
Agreement at the earliest practicable date.

         6.04  Consents.

               (a) Without limiting the generality of Section 6.03 and subject
to Section 6.12, each of the parties hereto shall use its reasonable best
efforts to obtain all licenses, permits, authorizations, consents and approvals
of all third parties and Governmental Entities necessary in connection with the
consummation of the transactions contemplated by this Agreement prior to the
Applicable Closing. Notwithstanding the foregoing, Buyer shall have no
obligation to pay any fee to any third party for the purpose of obtaining any
consent or approval or any costs and expenses of any third party resulting from
the process of obtaining such consent or approval. Each of the parties hereto
shall make or cause to be made all filings and submissions under laws and
regulations applicable to it (and pay any requisite filing fees in connection
therewith) as may be required for the consummation of the transactions
contemplated by this Agreement. Buyer and Seller shall coordinate and cooperate
with each other, and Seller shall cause each Seller Entity other than Seller to
coordinate and cooperate with Buyer, in exchanging such information and
assistance as any of the parties hereto may reasonably request in connection
with the foregoing.

               (b) Without limiting the generality of Section 6.04(a), Seller
shall use its reasonable best efforts to promptly undertake and make available,
and to cause each Seller Entity other than Seller to promptly undertake and
make available, the necessary personnel to obtain the written third party
consent, approval or authorization required in connection with the transfer
from any Seller Entity to Buyer of any Intellectual Property (including without
limitation the Intellectual Property set forth in Section 4.09(b) of the Seller
Disclosure Schedule). In the event that, after a reasonable period of time, any
Seller Entity, as applicable, has failed to obtain any such consent, approval
or authorization, Buyer may request that Seller or such Seller Entity explain
to Buyer the steps it has taken to date, and Buyer may request that Seller or
such Seller Entity undertake additional, specified, reasonable steps.

         6.05  Regulatory Matters.

               (a) Buyer and Seller shall use, and Seller shall cause each
Seller Entity other than Seller to use, their reasonable best efforts to
consummate the transactions contemplated hereby. Each of the parties hereto
shall use its reasonable best efforts to take, or cause to be taken, all
appropriate actions, and to do, or cause to be done, all things necessary,
proper or advisable under Applicable Laws and regulations to consummate and
make effective the transactions contemplated herein, including, without
limitation, (i) cooperating with the other in the preparation and filing of all
forms, notifications, reports and information, if any, required or reasonably
deemed advisable pursuant to any law, statute, rule or regulation including the
Commission (including, without limitation, the filing of any amendments to Form
ADV), NASD, NYSE and other stock exchange rules, (ii) using its reasonable best
efforts to obtain all licenses, permits, consents, approvals, authorizations,
qualifications and orders of any Governmental Entity or other Persons (as are
necessary for the consummation of the transactions contemplated hereby), (iii)
making on a prompt and timely basis all governmental or regulatory
notifications and filings required to be made by it for the consummation of the
transactions contemplated hereby, (iv) defending all Legal Proceedings
challenging this Agreement or the consummation of the transactions contemplated
hereby and to lift or rescind any injunction or restraining Order or other
Order adversely affecting the ability of the parties to consummate the
transactions contemplated hereby, and (v) executing and delivering such
additional instruments and other documents and shall take such further actions
as may be necessary or appropriate to effectuate, carry out and comply with all
of the terms of this Agreement and the transactions contemplated hereby. Each
party shall promptly advise the other party of any developments with respect to
the foregoing matters.

               (b) Buyer Parent and Buyer agree that each of them shall, and
shall cause each of their Subsidiaries to, obtain such licenses, permits,
consents, approvals, authorizations, qualifications and orders of, and make
such filings with, any Governmental Entity as may required to be obtained or
made by them to conduct the Asset Management Business as it will be conducted
(i) with respect to the OMEGA Assets, on or prior to January 20, 2003 and (ii)
with respect to all other Asset Management Assets transferred under Section
2.01, on or prior to the earlier of (x) March 30, 2003 or (y) the date which is
60 days after the date on which Seller delivers complete and accurate Seller
Disclosure Schedules to Buyer Parent and Buyer.

               (c) Each party to this Agreement shall, upon request, furnish
each other with all information concerning themselves, directors, officers and
shareholders and such other matters as may be reasonably necessary or advisable
in connection with any statement, filing, notice or application made by or on
behalf of Buyer or any Seller Entity to any Governmental Entity in connection
with the transactions contemplated by this Agreement (except to the extent that
such information would be, or relates to information that would be, filed under
a claim of confidentiality).

               (d) The parties to this Agreement shall promptly advise each
other upon receiving any communication from any Governmental Entity whose
consent or approval is required for consummation of the transactions
contemplated by this Agreement which causes such party to believe that there is
a reasonable likelihood that any requisite regulatory approval will not be
obtained or that the receipt of any such approval will be materially delayed or
that the transactions contemplated hereby will become subject to additional
conditions imposed by such Governmental Entity.

               (e) Each party to this Agreement shall provide to the other
party, as promptly as practicable after the filing or receipt thereof (unless a
different time period shall otherwise be specified herein), a copy of all
applications, notices, petitions, filings documents and notices referred to in
this Section 6.05.

         6.06  Discharge of Liens; Payment of Certain Obligations. Seller
shall cause all Liens (other than Permitted Liens) on any Asset Management
Asset to be terminated or otherwise discharged prior to the Applicable Closing.

         6.07  Public Announcements. Seller Entities and Buyer shall not
(i) issue any report, statement or press release or otherwise make any public
statement with respect to this Agreement and the transactions contemplated
hereby or (ii) issue any report, statement or otherwise inform any business or
managers of any Seller Entity, without prior consultation with and approval of
either Seller (in the case of Buyer performing the actions set forth in (i) or
(ii)) or Buyer (in the case of any Seller Entity performing the actions set
forth in (i) or (ii)), except as may be required by law or may be necessary in
order to discharge its disclosure obligations, in which case such party
nevertheless shall advise the other party and discuss the contents of the
disclosure before issuing any such report, statement or press release.

         6.08  Tax Information Reporting. Company shall, for the period from
January 1, 2002 through the Applicable Closing Date provide customers of the
Asset Management Business with all applicable forms required for Tax
information reporting purposes (such as Forms 1099, 945, 1042 and 1042-S) with
respect to the accounts of such customers and Buyer shall, for the period on or
after the Applicable Closing Date provide such customers with such forms.

         6.09  Tax Matters.

               (a) On the Applicable Closing Date the Company shall inform
Buyer of (i) with respect to any Seller Entity or Controlled Entity, any
changes in a method of accounting, rulings received from a taxing authority or
agreements signed with a taxing authority which would be binding on Buyer or
any of the Controlled Entities after the Applicable Closing Date; (ii) Tax
sharing agreements, tax indemnification agreements or similar contracts or
arrangements, written or unwritten, to which any Controlled Entity is a party;
(iii) any outstanding waivers or comparable consents regarding the application
of the statute of limitations with respect to any Taxes or Tax Returns of the
Seller Entities or Controlled Entities, which waivers or consents would be
binding on Buyer or any Controlled Entity after the Applicable Closing Date
(iv) any requests by the Controlled Entities for an extension of time within
which to file any Tax Return in respect of any taxable period, which Tax Return
has not since been filed; (v) any federal, state, local or foreign audits or
other administrative proceedings formally commenced or presently pending with
regard to any Taxes, Tax Returns, Taxes due or Tax returns filed of, from, or
by any Controlled Entities; (vi) any deficiencies for any Tax that have been
assessed with respect to any of the Controlled Entities which has not been paid
in full; (vii) with respect to any Controlled Entity, any membership in a
United States federal, state, or local or foreign consolidated, combined,
unitary or similar group for Tax purposes with respect to which such Controlled
Entity may have liability under Treasury Regulations ss.1.1502-6 or equivalent
provisions of Applicable Laws for Taxes imposed on other members of such
consolidated, combined, unitary or similar group with respect to taxable years
for which the period for assessment of deficiencies has not closed; (viii) any
action, suit, claim, assessment or audit pending or proposed in writing with
respect to Taxes relating to the Asset Management Business or Asset Management
Assets, the resolution of which would be binding on the Buyer or any Controlled
Entities; and (ix) any powers of attorney with respect to any matter relating
to Taxes that have been granted with respect to the Asset Management Business
or the Asset Management Assets and which would be binding on the Buyer or any
Controlled Entities.

               (b) Effective as of the Applicable Closing Date Company shall
have terminated or caused to be terminated, with respect to periods beginning
after the Final Closing Date, all of the Controlled Entities' obligations and
potential liabilities under any Tax sharing agreement, Tax indemnification
agreement or similar contract or arrangement, written or unwritten, referred to
in Section 6.09(a)(ii).

               6.10 Litigation Cooperation. In connection with Seller's
retention of all pre-closing Litigation pursuant to this Agreement, Buyer
agrees to respond to all reasonable requests by Seller and reasonably cooperate
with Seller in connection with the defense and resolution of the Litigation,
including (a) providing Seller with reasonable access at reasonable hours to
all Books and Records and personnel, including the Transferred Employees, (b)
permitting employees and personnel, including the Transferred Employees, to
respond to reasonable requests for interviews, depositions, testimony,
interrogatories and other information in connection with such litigation and
claims and any proceedings in connection therewith; in each case, provided
access and such responses shall not disrupt Buyer's business activities or
prevent Transferred Employees from performing their duties. Seller's defense of
the Litigation and Buyer's cooperation therewith shall have no effect on the
provisions of Section 10.07.

         6.11  Seller Officer's Certificate.

                    (i) (i) At each Applicable Closing, Seller shall deliver an
     officer's certificate, signed by the chief executive officer or president
     of Seller, certifying, to the best of such officer's knowledge after due
     inquiry, that all representations and warranties of Seller in this
     Agreement are true, complete and correct in all respects, as of the date
     when made and at and as of each Applicable Closing Date, as though such
     representations and warranties were made at and as of each Applicable
     Date, except that representations and warranties that by their terms speak
     as of the date of this Agreement or as of another specified date shall be
     true, complete and correct only as of such date.

               (b) If the officer's certificate called for in subsection (a)
above discloses exceptions to the representations and warranties, Buyer and
Buyer Parent shall be entitled to make a Seller Claim for indemnification under
Article X and receive the expense reimbursement set forth in subsection (e)
below.

               (c) Notwithstanding anything to the contrary set forth in this
Agreement, including Article X, the parties agree and acknowledge that, with
respect to any Seller Claim arising out of this Section 6.11, Seller shall pay
all of Buyer's and any other Buyer Indemnitees' aggregate legal fees, costs and
other expenses arising as a result of, incurred in connection with or related
to such Seller Claim, to the extent such Seller Claim is not finally
adjudicated against Buyer.

         6.12  Client Consents and Approvals.

               (a) Registered Funds.

                    (i) Seller shall, and shall cause each of its
     Affiliates to, (A) use its reasonable best efforts to cause the
     Investment Company Board of each Registered Fund and Sub-Advised
     Registered Fund to call a special meeting of the shareholders of such
     Registered Fund to be held as promptly as reasonably practicable
     following the date hereof but in no event later than April 30, 2003
     for the purpose of obtaining the approval of such shareholders of a
     new Advisory Agreement and, as necessary, a new Underwriting Agreement
     or Services Agreement containing the same terms in all material
     respects as the terms contained in the Advisory Agreement (or
     Underwriting Agreement or Services Agreement) with such Registered
     Fund and Sub-Advised Registered Fund existing on the date hereof, (B)
     use its reasonable best efforts to cause each Registered Fund and
     Sub-Advised Registered Fund to prepare, file with and cause to be
     cleared by the Commission and all other Governmental Authorities
     having jurisdiction there over, as promptly as practicable after the
     date hereof but in no event later than February 15, 2003, all proxy
     solicitation materials required to be distributed to shareholders of
     each such Registered Fund and Sub-Advised Registered Fund with respect
     to the actions recommended for shareholder approval by the Investment
     Company Boards, (C) use its reasonable best efforts to cause each
     Registered Fund and Sub-Advised Registered Fund to mail such proxy
     solicitation materials to such shareholders promptly after clearance
     by the Commission but in no event more than 5 days thereafter and
     cause to be submitted to a special meeting of shareholders of such
     Registered Fund and Sub-Advised Registered Fund by such date specified
     in (A) above, (D) use, and use its reasonable best efforts to cause
     each Registered Fund and Sub-Advised Registered Fund to use, its
     reasonable best efforts to obtain, or cause to be obtained, the
     approval of the Investment Company Boards and the shareholders of such
     Registered Fund and Sub-Advised Registered Fund, pursuant to the
     provisions of Section 15 of the Investment Company Act applicable
     thereto, of such Advisory Agreement and, as necessary, such
     Underwriting Agreement or Services Agreement for such Registered Fund
     with Buyer or its Affiliates.

                    (ii) In connection with the preparation and filing of
     the proxy solicitation materials referred to in the subsection (a)
     above, Seller and Buyer will cooperate with each other and with the
     Investment Company Board of each Registered Fund and Sub-Advised
     Registered Fund, including providing such information as may be
     reasonably requested for inclusion in such proxy statements. Each of
     Seller and Buyer agrees that none of such information provided by it
     for inclusion in such proxy solicitation materials will contain any
     untrue statement of a material fact, or omit to state any material
     fact required to make the statements therein, in light of the
     circumstances in which they were made, not misleading.

                    (iii) As soon as possible following the date hereof,
     Seller shall cause each Registered Fund and Sub-Advised Registered
     Fund to file supplements or post-effective amendments to that
     Registered Fund's registration statement on Form N-2, which
     supplements or amendments shall reflect changes as necessary in that
     Registered Fund's and Sub-Advised Registered Fund's affairs as a
     consequence of the transactions contemplated by this Agreement and to
     make any other filing necessary under Applicable Law to satisfy
     disclosure requirements to enable the public distribution of the
     shares of beneficial interest of that Registered Fund and Sub-Advised
     Registered Fund to continue.

                    (iv) Prior to the earlier of the Final Closing Date or
     the termination of this Agreement, Seller shall, and shall cause each
     of its Affiliates to, ensure that no Registered Fund or Sub-Advised
     Registered Fund takes any action that (a) would prevent any Registered
     Fund from qualifying as a "regulated investment company" under Section
     851 of the Code, or (b) would be inconsistent with each Registered
     Fund's and Sub-Advised Registered Fund's prospectuses and other
     offering, advertising and marketing materials, as amended or
     supplemented.

               (b) Client Consents (Other Than Funds). If Consent to the
assignment or deemed assignment of an Advisory Agreement or a Wrap
Agreement with Clients (other than Clients that are Registered Funds or
Non-Registered Funds) as a result of the transactions contemplated by this
Agreement is required by Applicable Law or by such Client's Advisory
Agreement or Wrap Agreement, as the case may be, as promptly as is
reasonably practicable following the date hereof but in no event later than
January 10, 2003, Seller shall, and shall cause any Affiliate to, send a
notice in form and substance acceptable to Buyer (an "Initial Notice")
informing such Clients of the transactions contemplated by this Agreement
and requesting written Consent to the assignment of such Client's Advisory
Agreement or Wrap Agreement, as the case may be. Upon the request of Buyer,
Seller shall, and shall cause any Affiliate to, send to Clients (other than
a Clients that are Registered Funds or Non-Registered Funds) who were sent,
but who have not by such date returned, an Initial Notice countersigned
indicating such Client's consent to the assignment of such Client's
Advisory Agreement or Wrap Agreement, as the case may be, resulting from
the transactions contemplated hereby, a subsequent notice or notices in
form and substance acceptable to Buyer (each, a "Follow-Up Notice")
requesting such Clients' written consent to the assignment of such Clients'
Advisory Agreement or Wrap Agreement, as the case may be, and informing
such Clients that their Advisory Agreement or Wrap Agreement, as the case
may be, may be terminated if such written consent is not received on or
prior to the date which is specified herein.

               (c) Non-Registered Funds.

                    (i) Seller, as soon as possible after the date hereof
     but in no event later than April 30, 2003, shall, and shall cause each
     of its Affiliates to, (i) as may be required pursuant to the governing
     documents of any Non-Registered Fund, cause each such Non-Registered
     Fund to enter into new Advisory Agreements and, as necessary, new
     placement agreements and other services agreements with Buyer or one
     of its Affiliates, (ii) as may be required pursuant to the governing
     documents of any Non-Registered Fund, use its reasonable best efforts
     to cause each such Non-Registered Fund to prepare and mail to all of
     the investors of such Non-Registered Fund, all consent materials
     necessary and appropriate to be distributed to such investors pursuant
     to the governing documents of such Non-Registered Fund in order to
     cause such investors to approve (A) the appointment or substitution of
     Buyer or one of its Affiliates as managing member or general partner
     of (and, if necessary, investment adviser, placement agent other
     service provider to) such Non-Registered Fund effective as of the
     Final Closing and (B) if necessary pursuant to such governing
     documents, the transfer or assignment of the applicable equity
     interest in each such Non-Registered Fund held by Seller or one its
     Affiliates to Buyer or one of its Affiliates effective as of the Final
     Closing, (iii) use its reasonable best efforts to cause each
     Non-Registered Fund to obtain, or cause to be obtained, the approvals
     referred to subsection (i) of this Section 6.12(c) and (iv) use its
     reasonable best efforts to cause each Non-Registered Fund to enter
     into an Advisory Agreement with Buyer or one of its Affiliates (A)
     providing for Buyer or one of its Affiliates to serve as the
     sub-adviser of such Non-Registered Fund with the same advisory fees as
     are in effect under the existing Advisory Agreement for such
     Non-Registered Fund with Seller or one of its Affiliates on the date
     hereof and (B) becoming effective at the time of the Final Closing for
     any Non-Registered Fund whose investors have not, prior to the Final
     Closing, consented to the approvals referred to subsection (i) of this
     Section 6.12(c). Seller agrees that for a period of two (2) years
     following the Final Closing, it shall not, and shall not permit any of
     its Affiliates to, terminate, modify, alter or otherwise amend the
     terms of any Advisory Agreement entered into pursuant to this Section
     6.12(c) without the prior written consent of Buyer.

                    (ii) Seller, as soon as possible after the date hereof
     but in no event later than required by Applicable Law or the governing
     documents of any Non-Registered Fund, shall, and shall cause each of
     its Affiliates to cause each Non-Registered Fund to file supplements
     or amendments to each such Non-Registered Fund's Offering Materials,
     which supplements or amendments shall reflect changes as necessary in
     that Non-Registered Fund's affairs as a consequence of the
     transactions contemplated by this Agreement and to make any other
     filing necessary under Applicable Law.

               (d) Client Procedures. In connection with obtaining the
Client Consents required by subsections (a) through (c), Seller shall, and
shall cause each of its Affiliates to keep Buyer informed of the status of
obtaining such Client Consents and, to the extent applicable, deliver to
Buyer prior to the Applicable Closing copies of all such executed Client
Consents and make available for inspection the originals of such Consents
prior to the Applicable Closing.

               (e) Non-Consenting Clients. With respect to any Client for
which written consent to the transactions contemplated hereby has not been
provided in accordance with this Section 6.12, upon the request of Buyer
(given no earlier than the Applicable Closing Date), Seller shall, as soon
as reasonably practicable following such request of Buyer, request from
such Client instructions as to a Person, other than an Affiliate of Seller,
to whom such Client's account(s) (including any brokerage accounts) shall
be transferred. If not so instructed by such Client, upon the request of
Buyer, Seller shall terminate each such account, including any brokerage or
other accounts, of such Client as soon as reasonably practicable following
such request of Buyer.

         6.13 Failure to Consummate. In the event that the transactions
contemplated by this Agreement are not consummated as a result of the failure
of Seller, the Company or any Affiliate thereof to use its respective
reasonable best efforts to obtain the consents of Clients pursuant to Section
6.12 by June 30, 2003, Seller Parent and the Company jointly and severally
agree to pay to Buyer an amount for each of the four months following June 30,
2003 equal to the product of (a) $1 million and (b) a fraction, the numerator
of which is the portion of the Deemed Assets which are not transferred to
Buyer as contemplated by this Agreement on or prior to June 30, 2003, and the
denominator of which is the total amount of Deemed Assets; provided, that the
amount of such payments shall not equal more than $4 million in the aggregate;
provided further that (i) Buyer may also not seek indemnity under Article X
for claims based solely on the failure of Seller obtain such Client consents
and (ii) subject to clause (i), nothing in this Section 6.13 shall reduce,
restrict or modify Buyer's rights or Seller's obligations under Article X. Any
payment required to be made to Buyer under this Section 6.13 shall be made to
Buyer no later than the fifth (5th) business day of the month in which such
payment is due, commencing with the first month following June 30, 2003.

         6.14 Investment Company Act Matters. Seller and Buyer agree that
neither they nor any of their Affiliates has any express or implied
understanding or agreement that would impose an "unfair burden" (as defined in
the Investment Company Act) on any Registered Fund or would otherwise
interfere with any Registered Fund's reliance on Section 15(f) of the
Investment Company Act as a result of the transactions contemplated by this
Agreement. Seller and Buyer agree to comply and to use their respective
commercially reasonable efforts to cause the respective boards of directors of
each Registered Fund to comply with the provisions of Section 15(f) of the
1940 Act.

         6.15 Certain Expenses. In addition to any amounts payable under
Section 6.13, Seller Parent and the Company agree to bear 100% of the costs
and expenses (including printing, mailing and professional fees and expenses)
incurred by either of them or Buyer or its Affiliates in connection with
obtaining new investment advisory agreements (or other agreements as required
by Applicable Law) or consents of Clients as may be necessary in connection
with the transfer of the Asset Management Business, provided that (i) such
costs and expenses shall not include any allocations of costs of Buyer
associated with its existing full-time employees or internal overhead and (ii)
Buyer shall be required to obtain the prior approval of Seller for any
contract or agreement with any third party that could involve the payment by
Buyer of in excess of $10,000 in connection with obtaining such new agreements
or consents, such approval not to be unreasonably withheld by Seller.

         6.16 Certain Actions. Seller agrees to continue to provide Asset
Management Services to the Transferred Accounts (as defined in the Brokerage
Asset Purchase Agreement) or the brokers responsible for such accounts until
the earlier of (i) Final Closing and (ii) receipt of written notice from Buyer
that it no longer requires Seller to provide Asset Management Services to the
Transferred Accounts (as defined in the Brokerage Asset Purchase Agreement) or
the brokers responsible for such accounts as to any or all of such Asset
Management Services.

         6.17 Support Services. Seller shall, and shall cause its Affiliates
to, provide such services to Buyer and its Affiliates comparable in nature and
scope to the services that are currently being provided by Seller and its
Affiliates to the Asset Management Business (including, for example, services
relating to finance, head office functions, human resources, equity and debt
trading, technology and software, shared spaces, accounting and legal and
regulatory compliance as generally described in the Transition Services
Agreement) from and after the First Closing through the Final Closing for a
fee of $100,000 per month. For a period of thirty (30) days following the
Final Closing Date, upon the request of Buyer, Seller shall, and shall cause
its Affiliates to, provide such services to Buyer and its Affiliates as may be
necessary for the continued operation of the Asset Management Business by
Buyer during such thirty (30) day period at a cost to Buyer not to exceed the
amount which is currently being charged to the Asset Management Business by
Seller for such requested services.

         6.18 Payments to Brokers. Seller shall, and shall cause its
Affiliates, directly or indirectly, to continue to compensate brokers employed
by Buyer after the Brokerage Closing on currently applicable terms with
respect to their sales, servicing and other activities relating to the Asset
Management Business and its products and services. To the extent that Seller
pays any amounts to Buyer for the purpose of satisfying its obligations under
this Section 6.18, Buyer agrees to pay such amounts to such brokers promptly
upon receipt of such funds from Seller.

         6.19  Consents, Indemnification.

               (a) Notwithstanding anything in this Agreement to the contrary,
Seller shall (i) obtain as soon as possible but in no event later than 30 days
after the Applicable Closing Date the consents or approvals listed in Sections
4.04(b) and 4.13(b) of the Seller Disclosure Schedule for the assignment
pursuant to this Agreement of the leases listed therein to Buyer, and (ii) pay
any and all fees, costs and expenses arising out of or resulting from
obtaining such consents or approvals; and

               (b) Seller shall indemnify, defend and hold harmless Buyer
Parent, Buyer and their respective directors, officers, employees,
representatives and Affiliates for any and all Damages resulting from the
failure of Seller to obtain the consents or approvals set forth in Sections
4.04(b) and 4.13(b) of the Seller Disclosure Schedule.

         6.20  OMEGA Brokers. From the Brokerage Closing through January 20,
2003 or such later time as any OMEGA accounts are transferred to Buyer
pursuant to this Agreement, (i) Buyer will not, and will instruct its brokers
that they are not authorized by virtue of the Brokerage Closing to, provide
investment advisory services (but may make investment recommendations) in
respect of any Transferred OMEGA Accounts, (ii) will respect the independent
investment discretion and judgment of the employees of Seller acting as
supervisors with respect to such Transferred OMEGA Accounts, and (iii) none of
the brokers of Buyer will receive any special compensation in respect of any
Transferred OMEGA Accounts, but shall be entitled to receive such other
advisor and wrap related fees and commissions in respect of such Transferred
OMEGA Accounts.

                                 ARTICLE VII
                      CONDITIONS TO OBLIGATIONS OF SELLER
                      -----------------------------------

         7.01  Conditions. The obligation of Seller to consummate the
transactions contemplated by this Agreement is subject to the fulfillment at
or prior to each Applicable Closing of each of the following conditions (any
or all of which may be waived in whole or in part by Seller):

               (a) Performance. Buyer Parent and Buyer shall have performed
and complied, in all material respects, with all agreements, obligations,
covenants and conditions required by this Agreement to be so performed or
complied with by Buyer Parent or Buyer, as the case may be, at or prior to
each Applicable Closing.

               (b) No Violation of Orders, Injunction or Regulatory Actions.
No preliminary or permanent injunction or other order issued by any
Governmental Entity, no statute, rule or regulation, promulgated or enacted by
any Governmental Entity and no judgment, order, injunction or decree issued by
a court of competent jurisdiction that prevents, restrains or prohibits the
consummation of the transactions contemplated by this Agreement shall be in
effect. No actions, suits, claims, proceedings, investigations or inquiries
shall have been commenced (and not have been dismissed) by or on behalf of any
Governmental Entity.

               (c) HSR Act Waiting Periods. Any waiting period (or an
extension thereof) applicable to this Agreement and the transactions
contemplated hereby under the HSR Act shall have expired or shall have been
terminated.

               (d) Governmental Approvals. All consents and approvals of any
Governmental Entity required to consummate the transactions contemplated
hereby shall have been obtained, except where the failure to obtain any such
consent or approval would not materially impair the ability of Seller to
transfer the Asset Management Assets to Buyer.

               (e) Documents. Seller shall have received the Buyer Related
Instruments duly executed by each party thereto (other than Seller and its
Affiliates).

                                 ARTICLE VIII
                      CONDITIONS TO OBLIGATIONS OF BUYER
                      ----------------------------------

         8.01  Conditions. The obligations of Buyer and Buyer Parent to
consummate the transactions contemplated by this Agreement are subject to the
fulfillment at or prior to each Applicable Second Closing of each of the
following conditions (any or all of which may be waived in whole or in part by
Buyer or Buyer Parent):

               (a) Performance. Seller, its Subsidiaries, the Seller Entities
and the Funds, as applicable, shall have performed and complied, in all
material respects, with all agreements, obligations, covenants and conditions
required by this Agreement to be so performed or complied with by Seller, its
Subsidiaries, the Seller Entities or the Funds, as the case may be, at or
prior to each Applicable Closing.

               (b) No Violation of Orders, Injunction or Governmental Entity.
No preliminary or permanent injunction or other order issued by any
Governmental Entity, no statute, rule or regulation, promulgated or enacted by
any Governmental Entity and no judgment, order, injunction or decree issued by
a court of competent jurisdiction that prevents, restrains or prohibits the
consummation of the transactions contemplated by this Agreement shall be in
effect. No actions, suits, claims, proceedings, investigations or inquiries
shall have been commenced (and not have been dismissed) by or on behalf of any
Governmental Entity.

               (c) HSR Act Waiting Periods. Any waiting period (or an
extension thereof) applicable to this Agreement and the transactions
contemplated hereby under the HSR Act shall have expired or shall have been
terminated.

               (d) Governmental Approvals. All consents and approvals of any
Governmental Entity required to consummate the transactions contemplated
hereby shall have been obtained, except where the failure to obtain any such
consent or approval would not materially impair the ability of Buyer Parent or
Buyer to perform their obligations under the Agreement or to operate the Asset
Management Business after each Applicable Closing.

               (e) Documents. Buyer shall have received Seller Related
Instruments, in each case, duly executed by each party thereto (other than
Buyer or Buyer Parent).

               (f) Consents and Approvals. All material licenses, Permits,
consents, approvals, estoppels and authorizations of all third parties shall
have been obtained which are necessary, in the reasonable opinion of Buyer, in
connection with (a) the execution and delivery by Seller of the Agreement and
Seller Related Instruments, (b) the consummation by Seller of the transactions
contemplated hereby and thereby and the compliance by Seller with its
obligations hereunder and thereunder, (c) the ownership or operation by Buyer
of the Asset Management Business or the Asset Management Assets or (d) the
conduct by Buyer of the Asset Management Business after each Applicable
Closing.

               (g) Brokerage Asset Purchase Agreement. The transactions
contemplated by the Brokerage Asset Purchase Agreement shall have closed.

                                  ARTICLE IX
                       TERMINATION, AMENDMENT AND WAIVER
                       ---------------------------------

         9.01  Termination. This Agreement may be terminated and the
transactions contemplated hereby may be abandoned at any time prior to the
Final Closing:

               (a) by mutual written agreement of Buyer and Seller;

               (b) at any time after June 30, 2003, by either Buyer or Seller,
if the Final Closing shall not have occurred for any reason, other than a
breach of this Agreement by the terminating party; and

               (c) by either party if the Brokerage Asset Purchase Agreement
is terminated.

         9.02 Procedure and Effect of Termination. In the event of the
termination of this Agreement and the abandonment of the transactions
contemplated hereby pursuant to Section 9.01(b), written notice thereof shall
forthwith be given by the party so terminating to the other parties, and this
Agreement shall terminate, and the transactions contemplated hereby shall be
abandoned, without further action by Seller or Buyer. The obligations provided
for in this Section 9.02 and Section 10.01 and the confidentiality provision
contained in Section 6.02 shall survive any termination of this Agreement.

         9.03 Other Remedies. In no event shall termination of this Agreement
limit or restrict the rights and remedies of any party hereto against any
other party which has breached the terms of this Agreement prior to
termination hereof.

         9.04 Amendment, Modification and Waiver. This Agreement may be
amended, modified or supplemented at any time by written agreement of the
parties hereto. Any failure of a party to comply with any term or provision of
this Agreement may be waived by the other parties at any time by an instrument
in writing signed by or on behalf of such other parties, but such waiver or
failure to insist upon strict compliance with such term or provision shall not
operate as a waiver of, or estoppel with respect to, any subsequent or other
failure to comply.

                                  ARTICLE X
        FEES AND EXPENSES: SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION
        ---------------------------------------------------------------

         10.01  Fees and Expenses. Subject to the terms and conditions
hereof, whether or not the transactions contemplated hereby are consummated
pursuant hereto, Seller, on the one hand, and Buyer on the other hand, shall
pay all fees and expenses incurred by such person or on such person's behalf
in connection with or in anticipation of this Agreement and the consummation
of the transactions contemplated hereby.

         10.02 Survival of Representations. The representations and warranties
in this Agreement and in any other document delivered in connection herewith
shall survive the Final Closing for three years regardless of any
investigation made by or on behalf of any party hereto; provided, that, the
representations made in Sections 4.01, 4.02, 4.03, 4.04, 4.08, 4.16, 5.01 and
5.02 shall survive indefinitely.

         10.03 Seller's Agreement to Indemnify. Upon the terms and subject to
the conditions of this Article X, Seller Parent and Company agree, jointly and
severally, to indemnify, defend and hold harmless Buyer Parent, Buyer and
their respective directors, officers, employees, representatives and
Affiliates (collectively, "Buyer Indemnitees"), at any time and from time to
time after the Applicable Closing, from and against all demands, claims,
actions or causes of action, assessments, losses, damages, liabilities, costs
and expenses, including interest, penalties and reasonable attorneys' fees and
expenses (collectively, "Damages"), asserted against, resulting to, imposed
upon or incurred by Buyer Indemnitees, directly or indirectly, by reason of or
resulting from: (a) liabilities, obligations or claims of or against Seller
Parent, Company or any of their Affiliates or relating to the Asset Management
Business or the Asset Management Assets (whether absolute, accrued, contingent
or otherwise) existing as of the Applicable First Closing Date or arising out
of facts, conditions or circumstances occurring prior to the Applicable
Closing Date, whether or not such liabilities, obligations or claims were
known or disclosed at the time of the Applicable Closing (other than the
Assumed Liabilities); (b) breach of any representation or warranty of Seller
Parent or Company contained in or made pursuant to this Agreement or any facts
or circumstances constituting such a breach (disregarding for this purpose all
qualifications therein with respect to knowledge, materiality or Material
Adverse Effect); (c) breach of any covenant or agreement of Seller Parent or
Company contained in or made pursuant to this Agreement or any facts or
circumstances constituting such breach; (d) any of the Excluded Assets; (e)
any of the Excluded Liabilities; or (f) any failure by Seller to comply with
any "bulk sales" laws applicable to the transactions contemplated hereby (the
items referred to in clauses (a) through (f) being collectively referred to
herein as the "Seller Claims"); provided, however, that Seller Parent and
Company shall have no obligation to indemnify the Buyer Indemnitees for any
Seller Claims until the Buyer Indemnitees have suffered Damages pursuant to
this Section 10.03 and Section 10.03 of the Brokerage Asset Purchase Agreement
in excess of $1,000,000 in the aggregate with all other Seller Claims
hereunder and thereunder at which point Seller Parent and Company shall be
obligated to indemnify the Buyer Indemnitees for all Damages which exceed
$1,000,000. In satisfaction of any indemnity obligations to Buyer Parent,
Buyer or any of their direct or indirect subsidiaries, Seller may, in its
discretion, (A) pay any amounts payable pursuant to this Section 10.03 in
cash, or (B) reduce by such amounts the then outstanding principal amount of
first, the First Exchangeable Debenture, second, the Interim Debenture, third,
the Zero Coupon Note, and fourth, any other debt owed by Buyer Parent, Buyer
or any of their Affiliates to Seller.

         10.04 Seller's Limitation of Liability. Anything in this Agreement to
the contrary notwithstanding, the liability of Seller Parent and Company to
indemnify Buyer Indemnitees pursuant to Section 10.03(b) against any Damages
sustained by reason of any Seller Claim thereunder for a breach of any
representation or warranty of Seller Parent or Company shall:

               (a) be limited to Seller Claims as to which any of Buyer
Indemnitees has given Seller written notice thereof on or prior to the date,
if any, on which survival of such representation or warranty terminates
pursuant to Section 10.02, whether or not any Damages have then actually been
sustained; and

               (b) when taken together with any damages sustained by reason of
any claim under Section 10.03(b) of the Brokerage Asset Purchase Agreement, of
not exceed the sum of (i) the Purchase Price and (ii) the original principal
amount of the Broker Loans.

               10.05 Buyer Parent's and Buyer's Agreement to Indemnify. Upon
the terms and subject to the conditions of this Article X, Buyer Parent and
Buyer agree, jointly and severally, to indemnify, defend and hold harmless
Seller, and its directors, officers, employees, representatives and Affiliates
(collectively, the "Seller Indemnitees") at any time and from time to time
after the Applicable Closing, from and against all Damages asserted against,
resulting to, imposed upon or incurred by Seller Indemnitees, directly or
indirectly, by reason of or resulting from: (a) liabilities, obligations or
claims relating to the Asset Management Business or the Asset Management
Assets (whether absolute, accrued, contingent or otherwise) arising out of
facts, conditions or circumstances occurring on or after the Applicable
Closing Date; (b) breach of any representation or warranty of Buyer or Buyer
Parent contained in or made pursuant to this Agreement or any facts or
circumstances constituting such a breach (disregarding for this purpose all
qualifications therein with respect to knowledge, materiality or Material
Adverse Effect); (c) breach of any covenant or agreement of Buyer or Buyer
Parent contained in or made pursuant to this Agreement or any facts or
circumstances constituting such a breach; (d) any of the Assumed Liabilities;
and (e) actions of any of the OMEGA Brokers after the Brokerage Closing in the
course of their duties for Buyer (other than actions related to the transfer
of any Clients (or accounts thereof) to Buyer or obtaining any Consents
thereof) (the items referred to in clauses (a) through (e) being collectively
referred to herein as the "Buyer Claims"); provided, however, that Buyer and
Buyer Parent shall have no obligation to indemnify the Seller Indemnitees for
any Buyer Claims until the Seller Indemnitees have suffered Damages pursuant
to this Section 10.05 and Section 10.05 of the Brokerage Asset Purchase
Agreement in excess of $1,000,000 in the aggregate with all other Buyer Claims
hereunder and thereunder at which point Buyer and Buyer Parent shall be
obligated to indemnify the Seller Indemnitees for all Damages which exceed
$1,000,000. In satisfaction of any indemnity obligations to Company, Seller
Parent or any of their direct or indirect subsidiaries, Buyer Parent and Buyer
may, in their discretion, (A) pay any amounts payable pursuant to this Section
10.05 in cash, or (B) reduce the then outstanding principal amount of any
indebtedness or other payment obligation owed by Seller or any of its
Affiliates to Buyer Parent or Buyer, by such amount.

         10.06  Buyer Parent's and Buyer's Limitation of Liability.
Anything in this Agreement to the contrary notwithstanding, the liability of
Buyer Parent and Buyer to indemnify Seller Indemnitees pursuant to Section
10.05(b) against any Damages sustained by reason of any Buyer Claim thereunder
for a breach of any representation or warranty of Buyer Parent or Buyer:

               (a) shall be limited to Buyer Claims as to which any of Seller
Indemnitees has given Buyer Parent or Buyer written notice thereof on or prior
to the date, if any, on which survival of such representation or warranty
terminates pursuant to Section 10.02, whether or not any Damages have then
actually been sustained; and

               (b) when taken together with any damages sustained by reason of
any claim under Section 10.05(b) of the Brokerage Asset Purchase Agreement, of
not exceed the sum of (i) the Purchase Price and (ii) the original principal
amount of the Broker Loans.

         10.07  Conditions of Indemnification. The obligations and
liabilities of Seller Parent, Company, Buyer Parent and Buyer with respect to
Buyer Claims or Seller Claims (collectively, "Claims") made by third parties
shall be subject to the following terms and conditions:

               (a) The indemnified party shall give the indemnifying party
prompt notice of any such Claim, and the indemnifying party shall have the
right to undertake the defense thereof by representatives chosen by it;

               (b) If the indemnifying party, within a reasonable time after
notice of any such Claim, fails to defend the indemnified party against which
such Claim has been asserted, the indemnified party shall (upon further notice
to the indemnifying party) have the right to undertake the defense, compromise
or settlement of such Claim on behalf of and for the account and risk of the
indemnifying party subject to the right of the indemnifying party to assume
the defense of such Claim at any time prior to settlement, compromise or final
determination thereof; and

               (c) Anything in this Article X to the contrary notwithstanding,
(i) if there is a reasonable probability that a Claim may materially and
adversely affect the indemnified party other than as a result of money damages
or other money payments, the indemnified party shall have the right, at its
own cost and expense, to defend, compromise or settle such Claim, and (ii) the
indemnifying party shall not, without the written consent of the indemnified
party, settle or compromise any Claim or consent to the entry of any judgment
in any manner that admits wrongdoing or any violation of law or which does not
include as an unconditional term thereof the giving by the claimant or the
plaintiff to the indemnified party a release from all liability in respect to
such Claim.

         10.08  Cooperation. If requested by the indemnifying party, the
indemnified person shall cooperate with the indemnifying party and its counsel
in contesting any Claim which the indemnifying party elects to contest or, if
appropriate, in making any counterclaim against the person asserting the Claim
or any cross-complaint against any person and further agrees to take such
other action as reasonably may be requested by an indemnifying party to reduce
or eliminate any loss or expense for which the indemnifying party would have
responsibility, but the indemnifying party shall reimburse the indemnified
person for any expenses incurred by it in so cooperating or acting at the
request of the indemnifying party.

         10.09  Other Indemnification Provisions.

               (a) The amount of Damages incurred by any indemnified party
shall be reduced by and to the extent that such indemnified party shall have
received proceeds under insurance policies, risk sharing pools, or similar
arrangements specifically as a result of, and in compensation for, the subject
matter of the Claim in respect of such Damages, net of any increased premiums
resulting from or similar costs arising out of the making of such claims
against such insurance or other arrangements.

               (b) The determination of the amount of Damages sustained by any
indemnified party in respect of any Claim shall not be reduced by Tax
benefits, if any, resulting from or relating to such Claim.

                                  ARTICLE XI
                                 MISCELLANEOUS
                                 -------------

         11.01 Further Assurances. From time to time after the Applicable
Closing Date, at the request of the other party hereto and at the expense of
the party so requesting, Seller and Buyer shall execute and deliver to such
requesting party such documents and take such other action as such requesting
party may reasonably request in order to consummate more effectively the
transactions contemplated hereby.

         11.02 Notices. All notices, requests, demands, waivers and other
communications required or permitted to be given under this Agreement shall be
in writing and shall be deemed to have been duly given if delivered
personally, by mail (certified or registered mail, return receipt requested)
or by facsimile transmission (receipt of which is confirmed):

               (a)      If to Buyer Parent or Buyer, to:

                       Fahnestock Viner Holdings Inc.
                       P.O. Box 2015, Suite 1110
                       20 Eglinton Avenue West
                       Toronto, Ontario M4R 1K8
                       CANADA
                       Attention:  A.G. Lowenthal
                       Telephone:  (212) 668-5782
                       Facsimile:  (212) 943-8728
                       Email: alowenthal@fahnestock.com

                With a copy to:

                       Borden Ladner Gervais LLP
                       Scotia Plaza, Suite 4400
                       40 King Street West
                       Toronto, Ontario M5H 3Y4
                       CANADA
                       Attention:  A. Winn Oughtred, Esq.
                       Telephone: (416) 367-6247
                       Facsimile: (416) 361-7076
                       Email: woughtred@blgcanada.com

                  and

                       Skadden, Arps, Slate, Meagher & Flom LLP
                       Four Times Square
                       New York, NY  10036
                       Attention:  Ralph Arditi, Esq.
                       Telephone:  (212) 735-3000
                       Facsimile:   (212) 735-2000
                       Email:  rarditi@skadden.com


               (b)   If to Seller Parent or Company, to:

                     Canadian Imperial Bank of Commerce
                     Commerce Court West
                     Toronto, Ontario M5L 1A2
                     CANADA
                     Attention: Gerry McCaughey
                     Telephone: (416) 980-2211
                     Facsimile: (416) 332-4316
                     Email:  gerrry.mccaughey@cibc.com

               With a copy to:

                     Mayer, Brown, Rowe & Maw
                     1675 Broadway
                     New York, NY 10019-5820
                     Attention:  James B. Carlson, Esq.
                     Telephone:  (212) 506-2515
                     Facsimile:  (212) 849-5515
                     Email:  jcarlson@mayerbrownrowe.com

               and

                    CIBC Legal and Compliance
                    245 Park Avenue
                    42nd Floor
                    New York, NY  10167
                    Attention:  Michael Capatides, Esq.
                    Telephone:  (917) 332-4108
                    Facsimile:   (917) 332-4316
                    Email:  michael.capatides@us.cibc.com

or to such other person or address as any party shall specify by notice in
writing to the other party. All such notices, requests, demands, waivers and
communications shall be deemed to have been received on the date on which so
hand-delivered, on the third business day following the date on which so
mailed and on the date on which faxed and confirmed, except for a notice of
change of address, which shall be effective only upon receipt thereof.

         11.03 Bulk Sales Laws. Each party hereto hereby waives compliance by
Buyer and Seller with the provisions of the "bulk sales," "bulk transfer" and
similar laws of any state. Seller shall indemnify Buyer against all losses
incurred by Buyer or any of its officers, directors or Affiliates as a result
of such failure to comply.

         11.04 Entire Agreement. This Agreement, the Buyer Disclosure
Schedule, the Seller Disclosure Schedule, the Confidentiality Agreement, the
Brokerage Asset Purchase Agreement, the Ancillary Agreements and the exhibits,
schedules and other documents referred to herein which form a part hereof
contain the entire understanding of the parties hereto with respect to their
subject matter. This Agreement supersedes all prior agreements and
understandings, oral and written, with respect to its subject matter.

         11.05 Severability. Should any provision of this Agreement for any
reason be declared invalid or unenforceable, such decision shall not affect
the validity or enforceability of any of the other provisions of this
Agreement, which other provisions shall remain in full force and effect and
the application of such invalid or unenforceable provision to persons or
circumstances other than those as to which it is held invalid or unenforceable
shall be valid and be enforced to the fullest extent permitted by law.

         11.06 Binding Effect; Assignment. This Agreement and all of the
provisions hereof shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, executors, successors and permitted
assigns, neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned, directly or indirectly, by (i) Buyer
or Buyer Parent without the consent of Seller and (ii) Seller, without the
prior written consent of Buyer Parent, except that each party may assign its
rights, interests and obligation, without the written consent of the other
parties or to any wholly-owned subsidiary; provided, that no assignment shall
limit or affect the assignor's obligations hereunder.

         11.07 No Third-Party Beneficiaries. This Agreement is not intended
and shall not be deemed to confer upon or give any person except the parties
hereto and their respective successors and permitted assigns any remedy,
claim, liability, reimbursement, cause of action or other right under or by
reason of this Agreement.

         11.08 Counterparts. This Agreement may be executed simultaneously in
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

         11.09 Headings. The article and section headings contained in this
Agreement are solely for the purpose of reference, are not part of the
agreement of the parties and shall not in any way affect the meaning or
interpretation of this Agreement.

         11.10  Governing Law; Jurisdiction.

               (a) This Agreement shall be construed, performed and enforced
in accordance with, and governed by, the laws of the State of New York,
without giving effect to the principles of conflicts of laws thereof.

               (b) Each party irrevocably submits to the exclusive
jurisdiction of (i) the Supreme Court of the State of New York, New York
County, and (ii) the United States District Court for the Southern District of
New York, for the purposes of any suit, action or other proceeding arising out
of this Agreement or any transaction contemplated hereby. Each party agrees to
commence any action, suit or proceeding relating hereto either in the United
States District Court for the Southern District of New York or if such suit,
action or other proceeding may not be brought in such court for reasons of
subject matter jurisdiction, in the Supreme Court of the State of New York,
New York County. Each party irrevocably and unconditionally waives any
objection to the laying of venue of any action, suit or proceeding arising out
of this Agreement or the transactions contemplated hereby in (A) the Supreme
Court of the State of New York, New York County, or (B) the United Sates
District Court for the Southern District of New York, and hereby further
irrevocably and unconditionally waives and agrees not to plead or claim in any
such court that any such action, suit or proceeding brought in any such court
has been brought in an inconvenient forum.

         11.11  Waiver of Jury Trial. Each party hereby waives its
respective rights to a jury trial of any claim or cause of action based upon
or arising out of this agreement or any dealings between them relating to the
subject matter of this agreement and the relationship that is being
established. The scope of this waiver is intended to be all-encompassing of
any and all disputes that may be filed in any court and that relate to the
subject matter of this agreement, including, without limitation, contract
claims, tort claims, breach of duty claims, and all other common law and
statutory claims. The parties acknowledge that this waiver is a material
inducement to enter into a business relationship, that each party has already
relied on the waiver in entering into this agreement and that each party will
continue to rely on the waiver in their related future dealings. Each party
further warrants and represents it has reviewed this waiver with its legal
counsel, and that each knowingly and voluntarily waives its jury trial rights
following consultation with legal counsel. This waiver is irrevocable, meaning
that it may not be modified either orally or in writing, and the waiver shall
apply to any subsequent amendments, renewals, supplements or modifications to
this agreement or to any other documents or agreements relating to the
transaction contemplated hereby. In the event of litigation, this agreement
may be filed as a written consent to a trial by the court.

         11.12  Specific Performance. Each of the parties hereto acknowledges
and agrees that in the event of any breach of this Agreement, each
non-breaching party would be irreparably and immediately harmed and could not
be made whole by monetary damages. It is accordingly agreed that the parties
hereto (a) will waive, in any action for specific performance, the defense of
adequacy of a remedy at law and (b) shall be entitled, in addition to any
other remedy to which they may be entitled at law or in equity, to compel
specific performance of this Agreement in any action instituted hereunder.

                          [SIGNATURE PAGE FOLLOWS]
<PAGE>



         IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.


                                   FAHNESTOCK VINER HOLDINGS INC.


                                            /s/  A. G. Lowenthal
                                   --------------------------------------------
                                   Name:   A. G. Lowenthal
                                   Title:  Chief Executive Officer and Chairman
                                           of the Board


                                   FAHNESTOCK & CO. INC.


                                            /s/  A. G. Lowenthal
                                   --------------------------------------------
                                   Name:   A. G. Lowenthal
                                   Title:  Chief Executive Officer and Chairman
                                           of the Board


                                   CIBC WORLD MARKETS CORP.

                                            /s/ Antonio Molestina
                                   --------------------------------------------
                                   Name:   Antonio Molestina
                                   Title:  Managing Director


                                   CANADIAN IMPERIAL BANK OF COMMERCE



                                            /s/ Antonio Molestina
                                   --------------------------------------------
                                   Name:   Antonio Molestina
                                   Title:  Senior Vice President



<PAGE>

                                 Schedule I


                      Acquired Assets at First Closing
                      --------------------------------

          [To come.]





<PAGE>

                                 Schedule II


                      Acquired Assets at Second Closing
                      ---------------------------------

          [To come.]




<PAGE>

                                Schedule III


                      Acquired Assets at Final Closing
                      --------------------------------

          [To come.]




<PAGE>
<TABLE>

                                 Schedule IV

                            Purchased Investments
                            ---------------------
<CAPTION>


- -------------------------------------------------------------- ----------------------------------------------
<S>                                                                        <C>
Fund Name                                                                 Transfer to Fahnestock
- -------------------------------------------------------------- ----------------------------------------------
Catalyst                                                                        $  400,000
- -------------------------------------------------------------- ----------------------------------------------
Emerging Markets                                                               $ 1,000,000
- -------------------------------------------------------------- ----------------------------------------------
Contrarian
- -------------------------------------------------------------- ----------------------------------------------
Value
- -------------------------------------------------------------- ----------------------------------------------
Augusta, Troon, Sawgrass and Oppenheimer Advisers                              $ 1,500,000
- -------------------------------------------------------------- ----------------------------------------------
COPEP                                                                          $ 1,070,000
- -------------------------------------------------------------- ----------------------------------------------
Tech Partners
- -------------------------------------------------------------- ----------------------------------------------
Whistler Fund
- -------------------------------------------------------------- ----------------------------------------------
Wynstone
- -------------------------------------------------------------- ----------------------------------------------
Xanthus
- -------------------------------------------------------------- ----------------------------------------------
Alyeska
- ------------------------------------------------------------- ----------------------------------------------
Balius
- -------------------------------------------------------------- ----------------------------------------------
Global Tech
- -------------------------------------------------------------- ----------------------------------------------
Deauville
- -------------------------------------------------------------- ----------------------------------------------
Sawgrass                                                                       ___________
- -------------------------------------------------------------- ----------------------------------------------
                                                                               $ 3,970,000
                                                                               ===========
- -------------------------------------------------------------- ----------------------------------------------
</TABLE>

<PAGE>
<TABLE>

                                 Schedule V

                             Seller Investments
                             ------------------
<CAPTION>

<S>                                                                         <C>
- ------------------------------------------------------------ ------------------------------------------------
Fund Name                                                                 Seed Capital Invested
- ------------------------------------------------------------ ------------------------------------------------
Catalyst                                                                        $  400,000
- ------------------------------------------------------------ ------------------------------------------------
Emerging Markets                                                               $ 4,000,000
- ------------------------------------------------------------ ------------------------------------------------
Contrarian                                                                     $ 5,000,000
- ------------------------------------------------------------ ------------------------------------------------
Value                                                                           $  450,000
- ------------------------------------------------------------ ------------------------------------------------
Augusta, Troon, Sawgrass and Oppenheimer  Advisers                             $ 1,500,000
- ------------------------------------------------------------ ------------------------------------------------
COPEP                                                                          $ 1,070,000
- ------------------------------------------------------------ ------------------------------------------------
Tech Partners                                                                  $ 1,200,000
- ------------------------------------------------------------ ------------------------------------------------
Whistler Fund                                                                  $ 5,600,000
- ------------------------------------------------------------ ------------------------------------------------
Wynstone                                                                       $ 3,000,000
- ------------------------------------------------------------ ------------------------------------------------
Xanthus                                                                        $ 1,000,000
- ------------------------------------------------------------ ------------------------------------------------
Alyeska                                                                        $ 5,800,000
- ------------------------------------------------------------ ------------------------------------------------
Balius                                                                          $  700,000
- ------------------------------------------------------------ ------------------------------------------------
Global Tech                                                                    $ 1,000,000
- ------------------------------------------------------------ ------------------------------------------------
Deauville                                                                      $ 2,900,000
- ------------------------------------------------------------ ------------------------------------------------
Sawgrass                                                                       $ 1,200,000
                                                                               -----------
- ------------------------------------------------------------ ------------------------------------------------
                                                                              $ 34,820,000
                                                                              =============
- ------------------------------------------------------------ ------------------------------------------------

</TABLE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>15
<FILENAME>apa.txt
<DESCRIPTION>EXHIBIT 2.1 ASSET PURCHASE AGREEMENT
<TEXT>
                                                                     Exhibit 2.1


                                                               [CONFORMED COPY]

________________________________________________________________________________


                            ASSET PURCHASE AGREEMENT



                                  BY AND AMONG



                         FAHNESTOCK VINER HOLDINGS INC.



                                       AND



                               VINER FINANCE INC.



                                       AND



                            CIBC WORLD MARKETS CORP.



                                       AND



                       CANADIAN IMPERIAL BANK OF COMMERCE


________________________________________________________________________________


                          DATED AS OF DECEMBER 9, 2002

<PAGE>


<TABLE>
<CAPTION>

                                TABLE OF CONTENTS
                                                                                                 Page
<S>                                                                                              <C>
ARTICLE I DEFINITIONS..............................................................................2

     1.01 Certain Definitions......................................................................2

     1.02 Certain Terms...........................................................................13

ARTICLE II PURCHASE AND SALE OF ASSETS............................................................14

     2.01 Assets to Be Sold.......................................................................14

     2.02 Consideration...........................................................................16

     2.03 Closings................................................................................17

     2.04 Agreements Entered into at Brokerage Closing............................................17

     2.05 Deliveries by the Parties...............................................................18

     2.06 Contemporaneous Transactions............................................................19

     2.07 Assumed Liabilities; Excluded Liabilities...............................................19

     2.08 Excluded Assets.........................................................................20

     2.09 Consent of Third Parties................................................................20

     2.10 Management of Accounts..................................................................21

     2.11 Post-Closing Adjustment.................................................................21

     2.12 Dispute Resolution Mechanism............................................................22

     2.13 Accrued Fees............................................................................23

     2.14 Prorations..............................................................................23

     2.15 Account Reserve Statements..............................................................23

ARTICLE III RELATED MATTERS.......................................................................23

     3.01 Asset Management Business...............................................................23

     3.02 Transfer and Conversion.................................................................24

     3.03 Ancillary Agreements....................................................................24

     3.04 Employees; Employee Benefits............................................................25

     3.05 Tax Matters.............................................................................31

     3.06 Mail Received After Brokerage Closing...................................................33

     3.07 Books and Records.......................................................................33

     3.08 Accounts Receivable.....................................................................33

     3.09 Schedules...............................................................................33

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER...............................................34

     4.01 Organization of Seller; Authority.......................................................34

     4.02 No Violation; Consents and Approvals....................................................34

     4.03 Financial Statements....................................................................35

     4.04 Absence of Undisclosed Liabilities......................................................35

     4.05 Absence of Certain Changes or Events....................................................36

     4.06 Title to Assets.........................................................................36

     4.07 Intellectual Property...................................................................36

     4.08 Litigation..............................................................................39

     4.09 Transferred Plans; Brokers; Client Assets...............................................39

     4.10 Labor Matters...........................................................................40

     4.11 Certain Contracts and Arrangements......................................................41

     4.12 Compliance with Laws; Licenses..........................................................43

     4.13 Brokers.................................................................................43

     4.14 Assets Necessary to Business............................................................43

     4.15 Taxes...................................................................................43

     4.16 Disclosure..............................................................................44

     4.17 No Restraints...........................................................................44

     4.18 Broker-Dealer Matters...................................................................44

     4.19 Transferred Accounts....................................................................44

     4.20 Fees; Pricing; Service Charges..........................................................45

     4.21 Transferred Account Information.........................................................45

     4.22 Securities Ownership....................................................................45

     4.23 Investment Purpose......................................................................46

     4.24 Broker Loans............................................................................46

ARTICLE V REPRESENTATIONS AND WARRANTIES OF PARENT AND BUYER......................................48

     5.01 Organization; Authority.................................................................48

     5.02 No Violation; Consents and Approvals....................................................49

     5.03 Litigation..............................................................................49

     5.04 Brokers.................................................................................49

     5.05 Commission Filings......................................................................49

     5.06 Financial Statements....................................................................49

     5.07 Capitalization..........................................................................50

     5.08 Absence of Undisclosed Liabilities......................................................50

     5.09 Non-Contravention.......................................................................50

     5.10 Disclosure..............................................................................50

     5.11 Private Offering........................................................................51

     5.12 Parent Shares...........................................................................51

ARTICLE VI COVENANTS OF THE PARTIES...............................................................51

     6.01 Conduct of the Brokerage Business.......................................................51

     6.02 Access to Information; Confidentiality..................................................52

     6.03 Reasonable Best Efforts.................................................................53

     6.04 Consents................................................................................53

     6.05 HSR Act.................................................................................54

     6.06 Regulatory Matters......................................................................54

     6.07 Discharge of Liens; Payment of Certain Obligations......................................55

     6.08 Proper Withholding......................................................................55

     6.09 Public Announcements....................................................................55

     6.10 Securities..............................................................................55

     6.11 New York Headquarters Assets............................................................56

     6.12 Tax Information Reporting...............................................................56

     6.13 Pending Tax Claims......................................................................56

     6.14 Reservation of Stock....................................................................56

     6.15 Litigation Cooperation..................................................................56

     6.16 Resolution of Excluded Accounts.........................................................56

     6.17 Seller Officer's Certificate............................................................56

     6.18 Excess Wealth Plus Payments.............................................................58

ARTICLE VII CONDITIONS TO OBLIGATIONS OF SELLER...................................................58

     7.01 Conditions..............................................................................58

ARTICLE VIII CONDITIONS TO OBLIGATIONS OF BUYER...................................................59

     8.01 Conditions..............................................................................59

ARTICLE IX TERMINATION, AMENDMENT AND WAIVER......................................................60

     9.01 Termination.............................................................................60

     9.02 Procedure and Effect of Termination.....................................................60

     9.03 Other Remedies..........................................................................60

     9.04 Amendment, Modification and Waiver......................................................60

ARTICLE X FEES AND EXPENSES: SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION.........................61

     10.01 Fees and Expenses......................................................................61

     10.02 Survival of Representations............................................................61

     10.03 Seller's Agreement to Indemnify........................................................61

     10.04 Seller's Limitation of Liability.......................................................62

     10.05 Parent's and Buyer's Agreement to Indemnify............................................62

     10.06 Parent's and Buyer's Limitation of Liability...........................................63

     10.07 Conditions of Indemnification..........................................................63

     10.08 Cooperation............................................................................63

     10.09 Other Indemnification Provisions.......................................................64

ARTICLE XI MISCELLANEOUS..........................................................................64

     11.01 Further Assurances.....................................................................64

     11.02 Notices................................................................................64

     11.03 Bulk Sales Laws........................................................................66

     11.04 Entire Agreement.......................................................................66

     11.05 Severability...........................................................................66

     11.06 Binding Effect; Assignment.............................................................66

     11.07 No Third-Party Beneficiaries...........................................................66

     11.08 Counterparts...........................................................................67

     11.09 Headings...............................................................................67

     11.10 Governing Law; Jurisdiction............................................................67

     11.11 Waiver of Jury Trial...................................................................67

     11.12 Specific Performance...................................................................68


SCHEDULES

Schedule I        Term Sheet Governing Acquisition of the Asset Management
                  Business

Schedule II       Acquired Property and Assets


EXHIBITS
Form of Clearing Agreement..........................................................................A

Form of Conversion Memorandum of Understanding......................................................B

Form of First Exchangeable Debenture................................................................C

Form of Interim Debenture...........................................................................D

Form of Loan Agreement..............................................................................E

Form of Loan Assignment Agreement...................................................................F

Form of Name Assignment Agreement...................................................................G

Non Competition Agreement...........................................................................H

Form of Registration Rights Agreement...............................................................I

Form of Research Agreement..........................................................................J

Form of Second Exchangeable Debenture...............................................................K

Form of Stakeholders Agreement......................................................................L

Term Sheet of Transition Services Agreement.........................................................M
</TABLE>




                            ASSET PURCHASE AGREEMENT

         ASSET PURCHASE AGREEMENT, dated as of December 9, 2002 (the
"Agreement"), by and among Fahnestock Viner Holdings Inc., an Ontario
corporation ("Parent"), Viner Finance Inc., a Delaware corporation and an
indirect wholly-owned subsidiary of Parent ("Buyer"), Canadian Imperial Bank of
Commerce (the "Seller Parent") and CIBC World Markets Corp. ("Company" and,
together with Seller Parent, the "Seller").

                               W I T N E S S E T H

         WHEREAS, Buyer desires to purchase from Seller, and Seller desires to
sell to Buyer, all of the property and assets (other than the Excluded Assets
(as defined below)) of Company used primarily in the Brokerage Business (as
defined below), as currently conducted by Company, pursuant to the terms of this
Agreement, upon the terms and subject to the conditions hereinafter set forth
(the "Brokerage Acquisition");

         WHEREAS, Buyer desires to purchase from Seller, and Seller desires to
sell to Buyer, the Asset Management Business (as defined below), as currently
conducted by Company, pursuant to the terms of this Agreement, substantially
upon the terms and subject to the conditions set forth in the term sheet
attached as Schedule I (the "Asset Management Acquisition," and together with
the Brokerage Acquisition, the "Acquisition");

         WHEREAS, contemporaneously with the consummation of the Acquisition,
E.A. Viner International Co., a Delaware corporation and a wholly-owned
subsidiary of Parent ("Issuer"), will issue and sell to Seller Parent or any of
its Subsidiaries, and Seller Parent or such Subsidiary will purchase from Issuer
for cash, the First Exchangeable Debenture (as defined below) and the Interim
Debenture (as defined below);

         WHEREAS, contemporaneously with the consummation of the Acquisition,
upon the receipt by Issuer of the cash proceeds of such issuance and sale of the
First Exchangeable Debenture and Interim Debenture to Company, Issuer will
contribute, or cause to be contributed, such proceeds to Buyer;

         WHEREAS, contemporaneously with the execution and delivery of this
Agreement, Parent, Company, Seller Parent and certain significant shareholders
of Parent are entering into a Stakeholders Agreement (as defined below) and at
the closing hereunder will enter into the Registration Rights Agreement (as
defined below);

         WHEREAS, contemporaneously with the execution and delivery of this
Agreement, Fahnestock (as defined below), Buyer, Company and Seller Parent are
entering into a Non-Competition Agreement (as defined below);

         WHEREAS, contemporaneously with the consummation of the Brokerage
Acquisition, Parent and Seller Parent are entering into the Loan Agreement and
Seller Parent (or its designees) will make to Parent (or its designees) the Loan
Payment (as each such term is defined below); and

         WHEREAS, contemporaneously with the consummation of the Brokerage
Acquisition, Parent, Buyer, Seller and Company, as applicable, are entering into
certain other Ancillary Agreements (as defined below) to consummate and
implement the transactions contemplated hereby.

         NOW, THEREFORE, in consideration of the foregoing and of the
representations, warranties, covenants, agreements and conditions contained
herein, and intending to be legally bound hereby, the parties agree as follows:

                                   ARTICLE I
                                                                  DEFINITIONS

                  1.01 Certain Definitions.

                  "Account Reserves" means the reserves relating to each
Customer Account that has an unsecured debit balance or is not adequately
secured in accordance with applicable margin requirements or with Buyer's (or
its Affiliates') usual standards for similar accounts (which may include giving
no value to control or restricted stock or security certificates that are not
legally transferable) or has an unsecured short security position.

                  "Accrued Fees" means all accrued and unpaid fees with respect
to the Transferred Accounts.

                  "Acquired Property" has the meaning set forth in Section
2.01(a)(vii).

                  "Acquisition" has the meaning set forth in the recitals.

                  "Affiliate" means, with respect to a specified Person, a
Person that directly or indirectly, through one or more intermediaries,
controls, or is controlled by or is under common control with, the Person
specified.

                  "Aggregate Assets" means the Brokerage Assets and the Asset
Management Business.

                  "Agreement" has the meaning set forth in the Preamble.

                  "Allocation Schedule" has the meaning set forth in Section
2.02(e).

                  "Ancillary Agreements" has the meaning set forth in Section
3.03.

                  "Applicable Laws" has the meaning set forth in Section
4.12(a).

                  "Asset Management Acquisition" has the meaning set forth in
the recitals.

                  "Asset Management Acquisition Agreement" means the purchase
agreement governing the Asset Management Acquisition to be entered into pursuant
to the Asset Management Acquisition Term Sheet.

                  "Asset Management Acquisition Term Sheet" has the meaning set
forth in Section 3.01.

                  "Asset Management Business" means the asset management,
investment advisory, financial advisory, wrap account, asset allocation and
similar businesses and activities conducted by Company on the date hereof as to
be more fully described in the Asset Management Acquisition Agreement to be
entered into pursuant to the Asset Management Acquisition Term Sheet.

                  "Asset Management Services" means products and services of the
Asset Management Business that are provided by Company as of the date of this
Agreement.

                  "Assumed Contracts" has the meaning set forth in Section
2.07(a).

                  "Assumed Liabilities" has the meaning set forth in Section
2.07(b).

                  "Authorization" means any approval, consent, declaration,
license, order, permit, registration, waiver, or other authorization issued,
granted, given, or otherwise made available by or under the authority of any
Governmental Entity or pursuant to any Law of any Governmental Entity.

                  "Bill of Sale" has the meaning set forth in Section 2.01(b).

                  "Books and Records" means all books and records, all books of
account, records, files and invoices, including all customer files, customer
account records, production data, equipment records, inventory records, sales
and promotional data, advertising materials, customer lists, cost and pricing
information, supplies lists, business plans, reference catalogs, tax records,
and tax returns and any other similar records and data (including all
computerized records and other computerized storage media) of Seller or its
Subsidiaries relating to the Brokerage Business.

                  "Broker Loans" means all loans outstanding to brokers who are
included in the Transferred Employees, which loans are being assigned to Buyer
pursuant to the Loan Assignment Agreement.

                  "Brokerage Acquisition" has the meaning set forth in the
recitals.

                  "Brokerage Assets" has the meaning set forth in Section
2.01(a).

                  "Brokerage Business" means the full service retail brokerage
business and the "middle-market" institutional business as conducted by Company
on the date hereof through its private client division (excluding the Excluded
Functions), all as more fully described in Schedule II, which shall not include
the Asset Management Business.

                  "Brokerage Closing" has the meaning set forth in Section
2.01(a).

                  "Brokerage Closing Date" has the meaning set forth in Section
2.03(a).

                  "Brokerage Closing Statement" has the meaning set forth in
Section 2.11(a).

                  "Business Employees" has the meaning set forth in Section
3.04(a).

                  "Buyer" has the meaning set forth in the Preamble.

                  "Buyer Claims" has the meaning set forth in Section 10.05.

                  "Buyer Disclosure Schedule" means the document delivered by
Buyer to Seller simultaneously with the execution hereof containing the
information required to be included therein pursuant to this Agreement.

                  "Buyer Indemnitees" has the meaning set forth in Section
10.03.

                  "Buyer Related Instruments" has the meaning set forth in
Section 5.01(a).

                  "Capital Markets Business" means the investment banking,
proprietary trading and institutional business (other than "middle-market"
institutional) of Company as conducted by Company on the date hereof.

                  "Cash Consideration" has the meaning set forth in Section
2.11(a).

                  "Claims" has the meaning set forth in Section 10.07.

                  "Class A Shares" means the Class A Non-Voting shares of
Parent, as they exist on the date of this Agreement and any shares of any class
or classes in the capital stock of Parent resulting from any reclassification or
reclassifications thereof and which have no preference in respect of dividends
or of amounts payable in the event of any voluntary or involuntary liquidation,
dissolution or winding-up of Parent and which are not subject to redemption by
Parent; provided, however, that if at any time there shall be more than one
resulting class, the shares of each class then so issuable on exchange of
securities shall be substantially in the proportion which the total number of
shares of such class resulting from all such reclassifications bears to the
total number of shares of all such classes resulting from such reclassification.

                  "Clearing Agreement" means the clearing agreement between
Company and Fahnestock to be dated as of the Brokerage Closing Date relating to
certain clearing services to be provided by Company to Fahnestock after the
Brokerage Closing, substantially in the form attached as Exhibit A.

                  "Closing Account Reserve Statement" has the meaning set forth
in Section 2.15.

                  "COBRA Requirements" has the meaning set forth in Section
3.04(g).

                  "Code" means the United States Internal Revenue Code of 1986,
as amended, and the Treasury rules and regulations thereunder.

                  "Commission" means the United States Securities and Exchange
Commission.

                  "Commitments" has the meaning set forth in Section 4.24(c).

                  "Company" has the meaning set forth in the Preamble.

                  "Company License Agreements" has the meaning set forth in
Section 4.07(b).

                  "Confidentiality Agreement" has the meaning set forth in
                  Section 6.02(c). "Contracts" has the meaning set forth in
                  Section 4.11(a).

                  "Conversion" has the meaning set forth in Section 3.02.
                  "Conversion Employee" has the meaning set forth in Section
                  3.04(b)(i).

                  "Conversion Memorandum of Understanding" means the memorandum
of understanding between Fahnestock and Seller governing the transfer of client
assets from Seller to Fahnestock, substantially in accordance with the terms set
forth in the memorandum of understanding attached as Exhibit B.

                  "Customer Account" means any retail brokerage account or
"middle-market" institutional account or commodity account of the Brokerage
Business established through a Customer Agreement.

                  "Customer Agreement" has the meaning set forth in Section
4.18(d).

                  "Damages" has the meaning set forth in Section 10.03.

                  "Debentures" means the First Exchangeable Debenture and the
Interim Debenture.

                  "Eligible Customer Account" means any Customer Account, other
than any Retained Employee Customer Account.

                  "Environmental Laws" means any applicable United States
federal, state or local law or regulation relating to the pollution or
protection of the environment.

                  "ERISA" means the Employee Retirement Income Security Act of
1974, as amended and the rules and regulations promulgated thereunder.

                  "ERISA Affiliate" is any trade or business, whether or not
incorporated, that together with Seller would be deemed a "single employer"
within the meaning of Section 4001(b) of ERISA.

                  "Estimated Cash Consideration" has the meaning set forth in
Section 2.02(b).

                  "Estimated Revenue Loss" has the meaning set forth in Section
6.17(b).

                  "Excess Percentage" has the meaning set forth in Section
6.17(b)(ii).

                  "Excess Wealth Plus Payments" means in the case of an amount
transferred with respect to the "Initial Credit Amount" under the Wealth Plus
Plan for a Transferred Employee (the "Initial Credit Transfer"), if such
Transferred Employee terminates employment prior to October 31, 2003, with a
vested interest in such Initial Credit Amount that has a dollar value that is
less than the Initial Credit Transfer for such employee, the amount by which the
Initial Credit Transfer exceeds such dollar amount, and (b) in the case of an
amount transferred with respect to the "Second Credit Amount" under the Wealth
Plus Plan for a Transferred Employee (the "Second Credit Transfer"), if such
Transferred Employee terminates employment prior to October 31, 2004, with a
vested interest in such Second Credit Amount that has a dollar value that is
less than the Second Credit Transfer, the amount by which the Second Credit
Transfer exceeds such dollar amount.

                  "Exchange Act" means the United States Securities Exchange Act
of 1934, as amended, and the rules and regulations promulgated thereunder.

                  "Exchangeable Debentures" means the First Exchangeable
Debenture and the Second Exchangeable Debenture.

                  "Excluded Accounts" means any Eligible Customer Account that
(i) has an unsecured debit balance or is not adequately secured in accordance
with applicable margin requirements or with Buyer's (or its Affiliates') usual
standards for similar accounts (which may include giving no value to control or
restricted stock or security certificates that are not legally transferable) or
has an unsecured short security position; (ii) is an OFAC-listed account; (iii)
is listed on a suspicious activity report submitted to any Governmental Entity,
including, without limitation, any "fraud list" or similar watch list; (iv) is
the subject of a customer's rejection of a negative consent with respect to the
transfer of such account; (v) is an account with respect to which a customer has
not affirmatively consented to the transfer of such account where such
affirmative consent is required; (vi) any account with a customer "claim" or
existing litigation at time of transfer, provided, however, that with respect
the foregoing clause (i), such accounts shall not be deemed to be Excluded
Accounts if Seller transfers to Buyer, at the Brokerage Closing, the required
Account Reserves with respect thereto sufficient in amount to secure such
account and in the case of clause (vi) an indemnity with respect thereto in form
acceptable to Buyer.
                  "Excluded Assets" has the meaning set forth in Section 2.08.

                  "Excluded Functions" means the ministerial administrative
functions (and related clearing and accounting functions) in the New York
Headquarters, all relating to the Brokerage Business.

                  "Excluded Liabilities" has the meaning set forth in Section
2.07(b).

                  "Fahnestock" means Fahnestock & Co. Inc., a wholly-owned
subsidiary of Buyer.

                  "Final Statement" has the meaning set forth in Sections
2.11(b).

                  "Financial Statements" has the meaning set forth in Section
4.03(a).

                  "FIRPTA Certificate" has the meaning set forth in Section
2.05(b)(v).

                  "First Exchangeable Debenture" means the Exchangeable
Debenture due 2013 issued by Issuer, which is exchangeable into Class A
Non-Voting Shares of Parent, substantially in the form attached as Exhibit C.

                  "Fixed Cash Consideration" has the meaning set forth in
Section 2.02(c)(ii).

                  "Fundamental Representation" means the representation and
warranty set forth in Section 4.09(g).

                  "Fundamental Schedule" means the Seller Disclosure Schedule
relating to the Fundamental Representation.

                  "GAAP" means generally accepted accounting principles in the
United States.

                  "Governmental Entity" means any court, administrative agency
or commission, government, SRO, federal, state, provincial, municipal, local or
other governmental entity, authority or instrumentality, whether domestic or
foreign, or any court, tribunal or arbitrator.

                  "Grid" has the meaning set forth in Section 4.09(f).

                  "Group Health Plan" has the meaning set forth in Section
3.04(g).

                  "HSR Act" means the United States Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended.

                  "Inactive Employee" has the meaning set forth in Section
3.04(a).

                  "Independent Accounting Firm" has the meaning set forth in
Section 2.12(b).

                  "Insight" means software, intellectual property, hardware
manuals and data files required to support the Insight services as provided to
the sales force and clients of Company in relation to the Brokerage Business.

                  "Instruments of Assignment" has the meaning set forth in
Section 2.01(b).

                  "Intellectual Property" means, collectively, Internet domain
names, mynetassets intranet site; patents and industrial designs (including any
continuations, divisionals, continuations-in-part, renewals, reissues, and
applications for any of the foregoing); Trademarks; Software; copyrights
(including any registrations and applications for any of the foregoing); and
Trade Secrets, in each case, used in or necessary for the conduct of the
Brokerage Business as currently conducted or contemplated to be conducted.

                  "Intellectual Property Assignment" has the meaning set forth
in Section 2.01(b).

                  "Interim Debenture" means the Interim Convertible Debenture
due 2006 issued by Buyer, which is convertible into the Second Exchangeable
Debenture, substantially in the form attached as Exhibit D.
                  "Issuer" has the meaning set forth in the recitals.
                  "IT Services Agreement" means the agreement to be dated as of
the Brokerage Closing Date between Company and Buyer to provide certain
information technology services to Buyer in a form to be mutually agreed by the
parties.

                  "IT Transfers Agreement" means the agreement to be dated as of
the Brokerage Closing Date between Company and Buyer to transfer certain
information technology services to Buyer in a form to be mutually agreed by the
parties.

                  "Labor Laws" means any applicable United States federal, state
or local law or regulation relating to employment and employment practices.

                  "Law" or "Laws" means any and all laws, statutes, ordinances,
rules, regulations, orders, judgments and decrees of any and all Governmental
Entities.

                  "Legal Proceeding" means any action, claim, complaint,
lawsuit, litigation, demand, suit, inquiry, hearing, investigation, indictment,
information, notice of a violation, arbitration, appeal or other dispute or
legal proceeding, whether civil, criminal, administrative or otherwise.

                  "Liens" means any and all liens, encumbrances, security
interests, mortgages, pledges, claims, options, charges, easements, limitations,
commitments, encroachments, option agreements, voting trusts or restrictions of
any kind whatsoever.

                  "Litigation" has the meaning set forth in Section 4.08.

                  "Loan Agreement" means the loan agreement to be dated as of
the Brokerage Closing Date between Seller Parent and Parent relating to the Loan
Payment, substantially in the form attached hereto as Exhibit E.

                  "Loan Assignment Agreement" means the agreement to be dated as
of the Brokerage Closing Date between Buyer and Seller relating to the
assignment of the Broker Loans to Buyer, substantially in the form attached as
Exhibit F.

                  "Loan Documents" has the meaning set forth in Section 4.24(e).

                  "Loan Payment" means the loan, in the amount of up to
$50,000,000 in the aggregate, to be made by Seller Parent in favor of Parent on
the Brokerage Closing Date pursuant to the Loan Agreement.

                  "Margin Loans" has the meaning set forth in Section
2.01(a)(iii).

                  "Marketable Securities" has the meaning set forth in Section
2.01(a)(xiv).

                  "Material Adverse Effect" means any condition, event,
circumstance, change or effect that, individually or in the aggregate, has had
or could reasonably be expected to have a material adverse effect on the
business, assets, properties, results of operation, condition (financial or
otherwise) or prospects of the Brokerage Business or the Brokerage Assets.

                  "Middle Market Accounts" has the meaning set forth in Section
4.09(h).

                  "Name Assignment Agreement" means the assignment agreement
between Buyer and Seller to be dated as of the Brokerage Closing Date,
substantially in the form attached as Exhibit G.

                  "NASD" means the NASD Regulation, Inc.

                  "New York Headquarters" means the world headquarters of
Company located at 622 Third Avenue, New York, New York.

                  "Non Competition Agreement" means the non-competition
agreement between Fahnestock, Buyer, Seller and Seller Parent dated as of the
date of this Agreement in the form attached as Exhibit H.

                  "NYSE" means the New York Stock Exchange, Inc.

                  "Obligor" means a broker or any other borrower under any
Broker Loan.

                  "OFAC" means the Office of Foreign Assets Control of the
United States Department of Treasury.

                  "Offices" has the meaning set forth in Section 4.06(b).

                  "Order" means any order, writ, judgment, arbitration award,
injunction, decree or ruling of or by a Governmental Entity.

                  "Parent" has the meaning set forth in the Preamble.

                  "Parent Commission Documents" means (i) its annual reports on
Form 10-K for its fiscal years ended December 31, 1999, 2000 and 2001, (ii) its
quarterly reports on Form 10-Q for its fiscal quarters ended after December 31,
2001, (iii) any Form 8-Ks filed in the past fiscal year and (iv) its proxy or
information statements relating to meetings of, or actions taken without a
meeting by, the shareholders of Parent held since December 31, 2001.

                  "Parent Financial Statements" has the meaning set forth in
Section 5.06.

                  "Permits" has the meaning set forth in Section 2.01(a)(ix).

                  "Permitted Liens" has the meaning set forth in Section
4.06(a).

                  "Person" means an individual, corporation, partnership,
association, trust, limited liability company or other entity or organization,
including a government or political subdivision or an agency or instrumentality
thereof.

                  "Purchase Price" has the meaning set forth in Section 2.02(c).

                  "Registered Representatives" has the meaning set forth in
Section 4.12(b).

                  "Registration Rights Agreement" means the registration rights
agreement to be dated as of the Brokerage Closing Date between Parent and
Company, substantially in the form attached as Exhibit I.

                  "Regulatory Documents" means all (a) Forms BD (and amendments
thereto) and any similar state forms or registrations, (b) forms required to be
filed under any foreign broker-dealer laws, (c) Forms ADV, ADV-T (and amendments
thereto) and any similar state forms or registrations, (d) forms filed under the
Exchange Act (other than Forms 3, 4, and 5 or Schedules 13D, 13F or 13G) and (e)
Focus Reports.

                  "Rejection Deadline" has the meaning set forth in Section
3.04(b)(i).

                  "Research Agreement" means the research agreement to be dated
as of the Brokerage Closing Date between Fahnestock and Company, substantially
in the form attached as Exhibit J.

                  "Resolution Period" has the meaning set forth in Section
2.12(b).

                  "Retained Employee" has the meaning set forth in Section
3.04(j).

                  "Retained Employee Customer Account" means any Customer
Account (i) registered in the name of a Retained Employee, (ii) registered in
the name of any member of any Retained Employee's family or (iii) otherwise
related to a Retained Employee and required under applicable Law or Seller's
internal policies to be maintained by Seller.

                  "Retained Employee Liabilities" has the meaning set forth in
Section 3.04(j).

                  "Second Exchangeable Debenture" means the Exchangeable
Debenture due 2006 to be issued by Buyer upon exchange of the Interim Debenture,
which will be exchangeable into Class A Non-Voting Shares of Parent on terms
identical to the terms of the First Exchangeable Debenture, substantially in the
form attached as Exhibit K.

                  "Seller" has the meaning set forth in the Preamble.

                  "Seller 401(k) Plans" has the meaning set forth in Section
3.04(e).

                  "Seller Cash Payment" has the meaning set forth in Section
2.02(d).

                  "Seller Claims" has the meaning set forth in Section 10.03.

                  "Seller Disclosure Schedule" means the document delivered by
Seller to Buyer and Parent simultaneously with the execution hereof containing
the information required to be included therein pursuant to this Agreement.

                  "Seller Equity Plans" has the meaning set forth in Section
3.04(f)(ii).

                  "Seller Indemnitees" has the meaning set forth in Section
10.05.

                  "Seller Parent" has the meaning set forth in the Preamble.

                  "Seller Related Instruments" has the meaning set forth in
Section 4.01(b).

                  "Software" means any and all (a) computer programs, including
any and all software implementation of algorithms, models and methodologies,
whether in source code or object code form, including, without limitation,
Insight, (b) databases and compilations, including any and all data and
collections of data, (c) all documentation, including user manuals and training
materials, relating to any of the foregoing, and (d) copyrights (including any
registrations and applications for any of the foregoing) related to any or all
of (a) through (c).

                  "SRO" means a Self Regulatory Organization registered under
the Exchange Act, including the NYSE and NASD.

                  "Stakeholders Agreement" means the agreement dated as of the
date hereof between Parent, Seller Parent, Company and certain significant
shareholders of Parent, substantially in the form attached as Exhibit L.

                  "Sublease" means the sublease agreement to be dated the
Brokerage Closing Date, in a form to be mutually agreed between Buyer and
Company regarding the sublease by Company after the Brokerage Closing of space
in certain of the Offices, in a form to be agreed upon by the parties.

                  "Subsidiary" means any corporation, limited liability company,
partnership, association, joint venture or other entity of which any person
(either alone or through or together with any other person pursuant to any
agreement, arrangement, contract or other commitment) owns, directly or
indirectly, 50% or more of the capital stock or other equity interests the
holders of which generally are entitled to vote for the election of the board of
directors or other governing body of such entity.

                  "Support Employees" has the meaning set forth in Section
3.04(l).

                  "Tax" means (x) any and all taxes, fees, levies, assessments,
deficiencies, duties, tariffs, imposts and other charges or impositions of any
kind (together with any and all interest, penalties, additions to tax and
additional amounts imposed with respect thereto) imposed by any government or
taxing authority, including taxes or other charges on or with respect to income,
gross receipts, property, sales, transfer, recordation, bulk transfer, real
property transfer and gains, use, license, excise, franchise, employment, social
security, unemployment compensation, payroll, premium, withholding, alternative
or added minimum, ad valorem or excise tax, or any other tax, custom, duty,
governmental fee or other like assessment or charge of any kind whatsoever; (y)
any liability for the payment of any amounts described in (x) as a result of
being a member of an affiliated, consolidated, combined, unitary or similar
group or as a result of transferor or successor liability; and (z) any liability
for the payment of any amounts as a result of being a party to any tax sharing
agreement or as a result of any express or implied obligation to indemnify any
other Person with respect to the payment of any amounts of the type described in
clause (x) or (y).

                  "Tax Return" means any return, report or similar statement
required to be filed with respect to any Tax (including any attached schedules),
including, without limitation, any information return, claim for refund, amended
return or declaration of estimated Tax.

                  "Trade Secrets" means, collectively, technology, trade secrets
and other confidential information, know-how, proprietary processes, formulae,
algorithms, models, and methodologies.

                  "Trademarks" means, collectively, all trademarks, service
marks, trade names, Internet domain names, designs, logos, slogans, and general
intangibles of like nature used in the Brokerage Business, together with all
goodwill, registrations and applications related to the foregoing as set forth
under "Trademarks" in Section 1.01(b) of the Seller Disclosure Schedule.

                  "Transfer Tax Returns" has the meaning set forth in Section
3.05(a).

                  "Transfer Taxes" means all conveyance, sales, use, excise,
value, value added, registration, stamp, franchise, property, transfer, real
property transfer, gains, recording registration and similar Taxes, levies,
charges, fees, together with any and all interest, penalties, additions to tax
and additional amounts imposed with respect thereto.

                  "Transferred Account Information" has the meaning set forth in
Section 2.01(a)(iv)(A).

                  "Transferred Accounts" has the meaning set forth in Section
2.01(a)(i).

                  "Transferred Employees" has the meaning set forth in Section
3.04(c).

                  "Transferred Plans" has the meaning set forth in Section
3.04(f)(i).

                  "Transition Period" has the meaning set forth in Section
3.04(c).

                  "Transition Services Agreement" means the agreement between
Buyer and Seller to be dated as of the Brokerage Closing Date relating to
provision of certain services by Company to Buyer after the Brokerage Closing
Date and the transfer of client assets from Seller to Buyer, substantially in
accordance with the terms set forth in the term sheet attached as Exhibit M.

                  "TSX" means the Toronto Stock Exchange.

                  "Undertaking" has the meaning set forth in Section
2.05(a)(iv).

                  "Unsatisfactory Account" has the meaning set forth in Section
2.10.

                  "WARN Act" means the Worker Adjustment and Retraining
Notification Act.

                  "WARN Obligations" has the meaning set forth in Section
3.04(h).

                  "Zero Coupon Note" means the zero coupon note, issued by Buyer
pursuant to the Loan Assignment Agreement.

                  1.02 Certain Terms.

                       (a) As used in this Agreement, the terms "affiliate" and
"associate" have the respective meanings set forth in Rule 12b-2 of the General
Rules and Regulations promulgated under the Exchange Act.

                       (b) The term "business day" means any day other than a
Saturday, Sunday or other day on which the NYSE is not open for trading.

                       (c) When used in this Agreement, the word "including"
shall be deemed to mean "including, without limitation."

                       (d) As used in this Agreement, the word "person" means an
individual, a partnership, a joint venture, a corporation, a trust, an
unincorporated organization and a government or any department or agency
thereof.

                       (e) Unless otherwise provided in this Agreement, all
references to "dollars" or "$" shall be to U.S. dollars.

                       (f) Unless otherwise provided, all references to
Sections, Articles, Schedules and Exhibits shall be deemed to mean such
Sections, Articles, Schedules or Exhibits "of this Agreement."

                       (g) The terms defined in this Agreement have the meanings
assigned to them and include the plural as well as the singular and the pronouns
of either gender or neuter, shall include, as appropriate, the other pronoun
forms.

                                   ARTICLE II
                           PURCHASE AND SALE OF ASSETS

                  2.01 Assets to Be Sold.

                       (a) Upon the terms and subject to the conditions of this
Agreement, at the closing provided for in Section 2.03 (the "Brokerage
Closing"), Seller shall sell, convey, assign, transfer and deliver to Buyer (or
to a Subsidiary of Buyer, as directed by Buyer), and Buyer (or such Subsidiary)
shall purchase, acquire and assume from Seller, good and valid title in and to
all of Seller's right, title and interest in and to all of the property and
assets (other than the Excluded Assets) used primarily in or necessary to
conduct the Brokerage Business (collectively, the "Brokerage Assets"), free and
clear of any Liens other than Permitted Liens, including:

                           (i) all Company's rights under the Eligible Customer
                  Accounts as of the Brokerage Closing Date, other than the
                  Excluded Accounts (the "Transferred Accounts");

                           (ii) all Company's rights under the Customer
                  Agreements related to the Transferred Accounts, including,
                  Company's rights as to all guarantees, warranties and
                  indemnities related thereto;

                           (iii) all Company's rights under the margin loans
                  extended to customers with respect to the Transferred Accounts
                  (the "Margin Loans"), including any liens, pledges and similar
                  rights in favor of Company or any Affiliate with respect
                  thereto;

                           (iv) with respect to the Transferred Accounts:

                                    (A) all material information relating to
                           each Transferred Account (all such information, the
                           "Transferred Account Information"); and

                                    (B) to the extent legally permissible under
                           applicable privacy laws, all rights granted by
                           customers to use Transferred Account Information,
                           including all customer instructions and consents with
                           respect to solicitation;

                           (v) all Broker Loans;

                           (vi) all Company's rights with respect to the accrued
                  and unpaid fees (the "Accrued Fees") with respect to the
                  Transferred Accounts;

                           (vii) all equipment, furniture, fixtures,
                  improvements and all other tangible personal property used
                  primarily in or necessary to conduct the Brokerage Business as
                  presently conducted by Company (but excluding equipment,
                  furniture, fixtures, improvements and tangible personal
                  property used primarily in the Capital Markets Business and/or
                  the Excluded Functions and not necessary to conduct the
                  Brokerage Business) as set forth on Schedule II ("Acquired
                  Property");

                           (viii) Company's rights under all Assumed Contracts,
                  subject to any agreements relating to the sharing of leased
                  facilities pursuant to the Transition Services Agreement and
                  the Sublease;

                           (ix) all franchises, licenses, permits, certificates,
                  approvals and other authorizations from any Governmental
                  Entity (collectively, "Permits"), received by or issued to
                  Company to own, or lease and operate the Brokerage Business
                  and to conduct the Brokerage Business as it has been conducted
                  by Company;

                           (x) Trademarks and Intellectual Property, together
                  with all additions, modifications, updates and enhancements,
                  subject to the terms and conditions of the Transition Services
                  Agreement;

                           (xi) the Books and Records subject to Section 3.07;

                           (xii) as set forth in Section 3.4(f) of this
                  Agreement, the assets of the Transferred Plans that represent
                  liabilities attributable to the Transferred Employees;

                           (xiii) such prepaid fees and expenses as Buyer and
                  Seller shall mutually agree as necessary and appropriate for
                  the operation by Buyer of the Brokerage Business as currently
                  conducted by Company; and

                           (xiv) all marketable securities held by Company as
                  principal in respect of the Brokerage Business ("Marketable
                  Securities"), as listed on Schedule II to be provided by
                  Seller.

                       (b) Such sale, conveyance, assignment, transfer and
delivery shall be effected by delivery by Seller to Buyer or its designees of
(i) a duly executed bill of sale in a form to be mutually agreed (the "Bill of
Sale"); and (ii) a duly executed assignment of Trademarks and Intellectual
Property, including patents, trademarks, trade names, copyrights and licenses
and applications therefor, in recordable form and otherwise in a form to be
mutually agreed (the "Intellectual Property Assignment" and, together with the
Bill of Sale the "Instruments of Assignment") as shall be necessary to vest in
Buyer good and valid title to the Brokerage Assets, free and clear of any and
all liabilities, obligations and Liens, except the Assumed Liabilities and
Permitted Liens.

                  2.02 Consideration.

                       (a) Upon the terms and subject to the conditions of this
Agreement, in reliance on Seller's representations, warranties and agreements
contained herein, and in consideration of the sale, conveyance, assignment,
transfer and delivery of the Aggregate Assets in accordance with the terms
hereof, including, as to the Asset Management Business substantially upon the
terms set forth in the Asset Management Acquisition Term Sheet, Buyer shall
deliver or cause to be delivered, in full payment for the sale, conveyance,
assignment, transfer and delivery of the Aggregate Assets, the Purchase Price
(as defined below).

                       (b) At least five (5) business days prior to the
Brokerage Closing Date, Seller shall deliver to Buyer a reasonably detailed
statement setting forth its good faith estimate, computed in accordance with
GAAP, consistently applied as applicable, of (i) the depreciated book value of
the Acquired Property, (ii) the Accrued Fees, which in no event shall be greater
than $2,000,000 and (iii) the current market value of all Marketable Securities
(amounts in the foregoing clauses (i), (ii) and (iii), as set forth on such
statement, being collectively referred to as the "Estimated Cash
Consideration").

                       (c) At the Brokerage Closing, Buyer shall deliver or
cause to be delivered to Seller (or its designee) in immediately available U.S.
funds by wire transfer to such bank account or bank accounts as shall be
specified in writing by Seller at least two (2) business days prior to the
Brokerage Closing Date, an amount equal to:

                           (i) the Estimated Cash Consideration; and

                           (ii) $160,822,400 (the "Fixed Cash Consideration").

                  The sum of (A) the Estimated Cash Consideration (as adjusted
pursuant to Section 2.11), (B) the value of the Assumed Liabilities, and (C) the
Fixed Cash Consideration is referred to herein as the "Purchase Price."

                       (d) At the Brokerage Closing, Seller shall deliver to
Buyer (or any Subsidiary of Buyer, as directed by Buyer) in immediately
available U.S. funds by wire transfer to such bank account or bank accounts as
shall be specified in writing by Buyer at least two (2) business days prior to
the Brokerage Closing Date, an amount equal to the following (the "Seller Cash
Payment"):

                           (i) the assets attributable to the Transferred
                  Employees under the Transferred Plans in accordance with
                  Section 3.04(f);

                           (ii) the bonus amounts accrued pursuant to Section
                  3.04(i); and

                           (iii) the Account Reserves as set forth on the
                  Closing Account Reserve Statement.

                       (e) For purposes of this Section 2.02(e), "consideration"
means the sum of (1) the Estimated Cash Consideration, after any adjustments
effected in accordance with this Article II or elsewhere in this Agreement, (2)
the Fixed Cash Consideration and (3) the value of the Assumed Liabilities
recognized as liabilities for United States federal income tax purposes. The
consideration shall be allocated in conformity with Section 1060 of the Code
among the Aggregate Assets. Such allocation shall be set forth in a schedule
(the "Allocation Schedule"). Buyer shall prepare a draft of the Allocation
Schedule and deliver it, together with supporting schedules and information, to
Company within 90 days after the Brokerage Closing Date. The Allocation Schedule
shall be subject to the approval of Company (which approval shall not be
unreasonably withheld or delayed) and, if Company does not approve of the
Buyer's determination of the consideration or the allocation thereof, Company
shall deliver a written statement of its differences with Buyer's proposed
Allocation Schedule. If Company and Buyer cannot resolve such differences within
60 days following delivery of such Allocation Schedule, the dispute shall be
resolved in accordance with the methodology set forth in Section 2.12(b). Each
of Buyer and Company shall sign and timely submit all necessary forms (including
IRS Form 8594) to report this transaction for Tax purposes in accordance with
the Allocation Schedule, as agreed upon by Buyer and Company, and shall not take
a position for Tax purposes inconsistent therewith.

                  2.03 Closings.

                       (a) The Brokerage Closing shall take place at the offices
of Skadden, Arps, Slate, Meagher & Flom LLP, 4 Times Square, New York, NY 10036,
at 10:00 a.m., Eastern time, on or about January 2, 2003 or, if the conditions
to Brokerage Closing set forth in Articles VII and VIII shall not have been
satisfied or waived by such date, as soon as practicable after such conditions
shall have been satisfied, or such other date and time as shall be agreed upon
in writing by the parties hereto. The date on which the Brokerage Closing
actually occurs is referred to herein as the "Brokerage Closing Date."

                       (b) The closing (or closings) of the Asset Management
Acquisition shall take place substantially in accordance with the terms set
forth in the Asset Management Acquisition Term Sheet.

                  2.04 Agreements Entered into at Brokerage Closing. At the
Brokerage Closing, the parties shall, as applicable, execute and deliver or
cause to be executed and delivered (unless delivered previously) the following:

                       (a) duly executed counterparts of the Loan Assignment
Agreement;

                       (b) duly executed counterparts of the Transition Services
Agreement;

                       (c) duly executed counterparts of the Name Assignment
Agreement;

                       (d) duly executed counterparts of the Registration Rights
Agreement;

                       (e) duly executed counterparts of the Clearing Agreement;

                       (f) duly executed counterparts of the Research Agreement;

                       (g) duly executed counterparts of the IT Transfers
Agreement;

                       (h) duly executed counterparts of the IT Services
Agreement; and

                           (i) duly executed counterparts of the Sublease.

                  2.05 Deliveries by the Parties. At the Brokerage Closing, the
parties shall deliver or cause to be delivered (unless delivered previously) the
following:

                       (a) Deliveries by Buyer:

                           (i) the Estimated Cash Consideration;

                           (ii) the Fixed Cash Consideration;

                           (iii) the Zero Coupon Note;

                           (iv) an undertaking by Buyer relating to the Assumed
                  Liabilities in form to be mutually agreed (the "Undertaking");
                  and

                           (v) all other documents, certificates, instruments or
                  writings required to be delivered by Buyer or its Subsidiaries
                  at or prior to the Brokerage Closing pursuant to this
                  Agreement or otherwise required in connection herewith.

                       (b) Deliveries by Seller:

                           (i) the Instruments of Assignment;

                           (ii) the Seller Cash Payment;

                           (iii) subject to Section 3.07, the Books and Records;

                           (iv) the officer's certificate referred to in Section
                  6.17;

                           (v) a certification of non-foreign status from
                  Company in the form and manner that complies with the
                  requirements of Section 1445 of the Code and the regulations
                  promulgated thereunder (a "FIRPTA Certificate");

                           (vi) completed and fully executed VeriSign Registrant
                  Name Change Agreements for each of cibcpoc.com and
                  cibcoppenheimer.com; and

                           (vii) all other documents, certificates, instruments
                  or writings required to be delivered by Seller or its
                  Subsidiaries at or prior to the Brokerage Closing pursuant to
                  this Agreement or otherwise required in connection herewith.

                  2.06 Contemporaneous Transactions. Contemporaneous with the
Closing hereunder, the following transactions shall occur:

                       (a) Seller Parent and Parent shall execute and deliver
the Loan Agreement and Seller Parent (or its designee) shall make the Loan
Payment to Parent (or its designee);

                       (b) Company and Buyer shall execute and deliver the Loan
Assignment Agreement and the Broker Loans shall be assigned from Company to
Buyer;

                       (c) Issuer shall execute and deliver the First
Exchangeable Debenture to Seller Parent or a Subsidiary of Seller Parent upon
receipt of $69,980,828; and

                       (d) Issuer shall execute and deliver the Interim
Debenture to Seller Parent or a Subsidiary of Seller Parent upon receipt of
$90,841,572.

                  2.07 Assumed Liabilities; Excluded Liabilities.

                       (a) On the Brokerage Closing Date, Buyer shall assume,
perform and discharge when due (i) Company's obligations under Contracts
transferred to Buyer pursuant to Section 2.01(a) and set forth in the
Undertaking (the "Assumed Contracts") required under the terms of such Assumed
Contracts to be performed after such date and (ii) obligations relating to the
Transferred Plans as set forth in Section 3.04(f)(i) required under the terms of
such Transferred Plans to be performed after such date.

                       (b) Notwithstanding any other provision hereof, except as
expressly assumed pursuant to Section 2.07(a) (the "Assumed Liabilities"),
neither Parent nor Buyer has agreed to pay, and shall not be required to assume,
shall have no liability or obligation with respect to, and shall be indemnified
in accordance with Article X by Seller for, any liability or obligation, direct
or indirect, known or unknown, absolute, contingent or accrued, of Seller, any
of its Subsidiaries, the Brokerage Business or the Brokerage Assets (the
"Excluded Liabilities") including (i) any liability, responsibility or
obligation that is attributable to any Excluded Asset or Excluded Function; (ii)
any liability, responsibility or obligation relating to the Brokerage Assets or
the Brokerage Business arising out of any event, circumstance or condition
occurring or existing prior to the Brokerage Closing Date; (iii) any liability,
responsibility or obligation arising out of (A) any suit, action, proceeding,
arbitration, mediation, inquiry or investigation pending or threatened as of, or
arising out of any event, circumstance or condition occurring or existing prior
to, the Brokerage Closing Date or (B) any actual or alleged violation of Law
prior to the Brokerage Closing Date; (iv) any Retained Employee Liability; (v)
except as expressly set forth in Section 3.04 or the Transition Services
Agreement, as applicable, any liability, responsibility or obligation with
respect to the operation or maintenance of any employment or benefit plan,
program or agreement or arrangement provided by Seller or any related entity
after the Brokerage Closing Date and (vi) any liability, responsibility or
obligation for (A) Taxes of Seller or any of its Affiliates or (B) Taxes
attributable to the Brokerage Assets relating to any period or any portion of
any period ending prior to the Brokerage Closing Date. Subject to Section 2.14,
Seller hereby agrees to pay, perform and discharge when due, any and all of the
Excluded Liabilities.

                  2.08 Excluded Assets. Notwithstanding any other provision
hereof, Seller shall not sell or deliver to Buyer, and Buyer shall not purchase
or acquire from Seller and neither Parent nor Buyer shall have liability or
obligation with respect to, (i) margin loans relating to customers whose
accounts are not transferred to Buyer pursuant to the terms of this Agreement,
(ii) any Company names, marks, other than pursuant to the Name Assignment
Agreement, (iii) any insurance subsidiaries and any insurance products or
business written, brokered or arranged (other than any earned trailer
commissions or any policies or licenses associated with brokers or clients in
the U.S. associated with the Brokerage Business), (iv) any receivables (other
than transferred Broker Loans, Margin Loans and Accrued Fees), (v) except as set
forth in Schedule II, any assets relating to the New York Headquarters, (vi)
brokerage services for Excluded Accounts or the executives of Seller, (vii)
brokerage and private client business for Seller's directors, officers and
employees and (viii) Excluded Accounts and all agreements related thereto, (the
items described in clauses (i) through (viii) above are collectively referred to
herein as the "Excluded Assets").

                  2.09 Consent of Third Parties. Anything to the contrary in
this Agreement notwithstanding, to the extent that the sale, conveyance,
transfer or assignment of any Brokerage Asset requires the consent of a third
party, this Agreement shall not constitute an agreement to effect such sale,
conveyance, transfer or assignment if such action would constitute a breach or
violation thereof or adversely affect Buyer's rights thereunder. Seller agrees
to use its reasonable best efforts (with no obligation to pay any fee to any
third party for the purpose of obtaining any consent or approval or any costs
and expenses of any third party resulting from the process of obtaining such
consent or approval) to obtain such consents prior to the Brokerage Closing Date
in accordance with Section 6.04. To the extent that any such consent is not
obtained prior to the Brokerage Closing Date (i) Seller shall use reasonable
best efforts (with no obligation to pay any fee to any third party for the
purpose of obtaining any consent or approval or any costs and expenses of any
third party resulting from the process of obtaining such consent or approval) to
(A) obtain any such consent after the Brokerage Closing Date, (B) to the extent
reasonably practicable, provide or cause to be provided to Buyer the benefits of
any such Brokerage Asset for which such consent or waiver has not been obtained,
(C) cooperate in any arrangement, reasonable and lawful as to Seller and Buyer,
designed to provide such benefits to Buyer, (D) enforce for the account of Buyer
any rights of Seller arising from such Brokerage Asset for which such consent
has not been obtained against the other party, including, without limitation,
the right to elect to terminate in accordance with the terms thereof on the
advice of Buyer, and (E) Seller shall pay, defend, indemnify and hold Buyer
harmless from any liability suffered by Buyer as a result of any failure of
Seller to obtain such consent whether before or after the Brokerage Closing
Date; and (ii) Buyer shall use reasonable best efforts to perform the
obligations of Seller arising under such Brokerage Asset for which such consent
has not been obtained, to the extent that by reason of the transactions
consummated pursuant to this Agreement, Buyer has control over the resources
necessary to perform such obligations. Nothing in this Section 2.9 shall be
deemed (i) a waiver by Buyer of its rights to have received on or before the
Brokerage Closing Date an effective assignment of all of the Brokerage Assets,
(ii) a waiver by Buyer of its rights to have each condition to Brokerage Closing
set forth in Article VIII satisfied on the Brokerage Closing Date or (iii) to
constitute an agreement to exclude from the Brokerage Assets any properties,
assets or rights described under Section 2.01 or limit or affect Seller's
representations, warranties and covenants in this Agreement.

                  2.10 Management of Accounts. Seller hereby acknowledges and
agrees that, following the Brokerage Closing, Buyer shall have the right, at any
time and in its sole discretion, to stop servicing, or to liquidate, to the
extent practicable, all the security positions held in any Transferred Account
that (or the broker responsible for such account), prior to the Brokerage
Closing Date, had been the subject of (i) any pending or threatened arbitration,
litigation or judicial or quasi-judicial proceeding or (ii) any unresolved
customer complaint (the "Unsatisfactory Account"). Seller agrees to, pursuant to
Article X, indemnify, defend and hold Buyer, its Affiliates and their officers,
directors and employees harmless from and against all Damages suffered or
incurred arising out of or related to any Unsatisfactory Account and any action
taken, including, any action taken after the Brokerage Closing Date, pursuant to
this Section 2.10 with respect to any account described in this Section 2.10.

                  2.11 Post-Closing Adjustment.

                       (a) Within sixty (60) days after the Brokerage Closing
Date, Seller shall have prepared and deliver to Buyer a statement (the
"Brokerage Closing Statement") setting forth in reasonable detail, as of the
Brokerage Closing Date, computed in accordance with GAAP, consistently applied,
as applicable, (i) the depreciated book value of the Acquired Property, (ii) the
Accrued Fees, which in no event shall be greater than $2,000,000, and (iii) the
market value as of the Brokerage Closing Date of all Marketable Securities
(amounts in foregoing clauses (i), (ii) and (iii), as set forth on the Brokerage
Closing Statement, being collectively referred to as the "Cash Consideration").

                       (b) The Brokerage Closing Statement, if not timely
disputed pursuant to Section 2.12, or if timely disputed, as resolved pursuant
to Section 2.12, shall be deemed to be the "Final Statement."

                       (c) If the Cash Consideration, as set forth on the Final
Statement, exceeds the Estimated Cash Consideration, then Buyer shall, within
ten (10) business days following the date on which the Brokerage Closing
Statement becomes the Final Statement, pay to Seller the amount equal to such
excess. If the Cash Consideration, as set forth on the Final Statement, is less
than the Estimated Cash Consideration, then Seller shall, within ten (10)
business days following the date on which the Brokerage Closing Statement
becomes the Final Statement, reimburse Buyer the amount equal to such shortfall.

                       (d) The net amount, if any, payable by any party to any
other pursuant to this Section 2.11, shall be paid by wire transfer in
immediately available U.S. funds to an account designated by the receiving
party.

                  2.12 Dispute Resolution Mechanism.

                       (a) Following the Brokerage Closing, Buyer and Seller
shall give the other party and any independent auditors and authorized
representatives of such other party reasonable access at reasonable times to the
properties, books, records and personnel of the Brokerage Business relating to
periods prior to the Brokerage Closing Date for purposes of preparing, reviewing
and resolving any disputes concerning the Brokerage Closing Statement. The
parties shall have ten (10) business days following receipt of the Brokerage
Closing Statement during which to notify the other of any dispute of any item
contained in the Brokerage Closing Statement, which notice shall set forth in
reasonable detail the basis for such dispute. If a party fails to so notify the
other of any such dispute within such ten (10) business day period, the
Brokerage Closing Statement shall be deemed to be accepted by such party. In the
event of any dispute, Buyer and Seller shall cooperate in good faith to resolve
such dispute on the Brokerage Closing Statement as promptly as possible.

                       (b) If Buyer and Seller are unable to resolve any such
dispute within ten (10) business days of receipt of the relevant dispute notice
(the "Resolution Period"), then the dispute shall be submitted within ten (10)
business days thereafter to a "Big 4" or other nationally recognized accounting
firm (the "Independent Accounting Firm"), which shall not have had a material
relationship with Seller, Buyer or any of their respective Affiliates within the
preceding two years, as mutually agreed by the parties. However, if the parties
are unable to so agree upon an Independent Accounting Firm, then Buyer and
Seller shall each have the right to request the American Arbitration Association
to appoint the Independent Accounting Firm, which shall not have had a material
relationship with Seller, Buyer or any of their respective Affiliates within the
preceding two years. Each party agrees to execute, if requested by the
Independent Accounting Firm, a reasonable engagement letter. All fees and
expenses relating to the work, if any, to be performed by the Independent
Accounting Firm shall be shared equally by Seller and Buyer. Otherwise, Buyer
and Seller shall each pay their own costs incurred in connection with this
Section 2.12, including the fees and expenses of their respective accountants,
if any. The Independent Accounting Firm's determination shall be required to be
made within ten (10) business days of the submission to it of the dispute. Such
determination shall be set forth in a written statement delivered to Seller and
Buyer and shall be final, binding and conclusive.

                  2.13 Accrued Fees. In the event that, after the Brokerage
Closing, Buyer collects Accrued Fees greater than $2,000,000 in the aggregate,
Buyer shall pay to Seller such excess amount over $2,000,000 as promptly as
practicable after receipt thereof by Buyer and provide Seller reports of such
fees as reasonably requested.

                  2.14 Prorations. Seller and Buyer agree that all of the items
listed below relating to the business and operation of the Brokerage Business
and the Brokerage Assets will be prorated as of the Closing Date, with Seller
liable to the extent such items relate to any time period up to and including
the Closing Date, and Buyer liable to the extent such items relate to periods
subsequent to the Closing Date: (a) all Taxes imposed on a periodic basis, if
any, payable by the lessee under the leases for the Offices or payable in
respect of the Brokerage Assets; (b) rents, fees and other items payable by
Seller under any Assumed Contract; and (c) the amount of any license or
registration fees with respect to any licenses or registrations which are being
assigned or transferred hereunder. Seller agrees to furnish Buyer with such
documents and other records as Buyer reasonably requests in order to confirm all
adjustment and proration calculations made pursuant to this Section 2.14. Seller
and Buyer further agree that if any information is not available as of the
Closing Date to determine all adjustment and proration calculations, such
calculations shall be made using the most recently available information and
when such information becomes available, the proration amount shall be adjusted
in connection with the Final Statement.

                  2.15 Account Reserve Statements. Attached hereto as Section
2.15 of the Seller Disclosure Schedule is a complete and accurate list of the
Account Reserves as of the date set forth therein. At least two (2) business
days prior to the Brokerage Closing Date, Seller shall deliver to Buyer the
Schedule of Account Reserves updated as of such date together with a list of
accounts that are proposed to be transferred to Buyer ("Closing Account Reserve
Statement"). Buyer shall, within sixty (60) days following the Brokerage Closing
Date, provide a notice to Seller, setting forth the accounts that are Excluded
Accounts.

                                  ARTICLE III
                                 RELATED MATTERS

                  3.01 Asset Management Business. The purchase and sale of the
Asset Management Business shall be governed by, and shall be consummated
substantially in accordance with the terms and conditions set forth in the term
sheet attached as Schedule I (the "Asset Management Acquisition Term Sheet").
Seller agrees to continue to provide Asset Management Services to the
Transferred Accounts or the brokers responsible for such accounts until the
earlier of (i) consummation of the acquisition of the Asset Management Business
substantially in accordance with the terms and conditions set forth in the Asset
Management Acquisition Term Sheet and (ii) receipt of written notice from Buyer
that it no longer requires Seller to provide Asset Management Services to the
Transferred Accounts or the brokers responsible for such accounts as to any or
all of such Asset Management Services.

                  3.02 Transfer and Conversion. The parties agree to enter into
the Conversion Memorandum of Understanding as promptly as practicable after the
Brokerage Closing providing for conversion to occur no later than May 20, 2003.
The Conversion Memorandum of Understanding provides, among other things, for the
transfer and conversion of the Transferred Accounts. Each of Company and Buyer
shall act in good faith to ensure that the conversion of the Transferred
Accounts occurs pursuant to the terms set forth in the Conversion Memorandum of
Understanding in a manner consistent with that agreement, subject to any
modification of such procedures as may be mutually agreed from time to time by
either party (the "Conversion").

                  3.03 Ancillary Agreements. At the Brokerage Closing, Parent,
Buyer and Seller (as applicable) shall enter into the following:

                       (a) the Loan Assignment Agreement and the Zero Coupon
Note relating to the assignment of the Broker Loans to Buyer;

                       (b) the Transition Services Agreement relating to the
provision of certain technology, human resources and other services by Company
to Buyer on the Brokerage Closing Date;

                       (c) the Name Assignment Agreement relating to the
transfer of the Oppenheimer Name to Buyer;

                       (d) the Registration Rights Agreement relating to certain
registration rights of Company with respect to the shares underlying the
Exchangeable Debentures;

                       (e) the Clearing Agreement relating to certain clearing
services to be provided by Company to Buyer after the Brokerage Closing;

                       (f) the Research Agreement relating to certain research
services to be provided by Company to Buyer after the Brokerage Closing;

                       (g) the IT Services Agreement relating to the provision
of certain IT services to be provided by Company to Buyer after the Brokerage
Closing and the IT Transfers Agreement relating to the transfer to Buyer of
certain intellectual property rights; and

                       (h) the Sublease relating to the sublease by Company to
Buyer after the Brokerage Closing of space in certain of the Offices.

                  The agreements described in clauses (a) through (h) above are
collectively referred to herein as the "Ancillary Agreements."

                  3.04 Employees; Employee Benefits.

                       (a) Business Employees. Effective as of the Brokerage
Closing Date, each employee, including the in-branch operations employees, of
Seller or an Affiliate of Seller (other than those employed at the New York
Headquarters) employed primarily in the Brokerage Business as of the Brokerage
Closing Date (the "Business Employees") and set forth in Section 3.04(a) of the
Disclosure Schedule, shall cease to be an employee of Seller or an Affiliate of
Seller, and Buyer or an Affiliate of Buyer shall offer employment to all such
employees, in accordance with Section 3.04(b), (i) in substantially the same
position, (ii) in the same city, (iii) with the same base salary, and (iv) with
the same vacation policy applicable to each such Business Employee as of the
Brokerage Closing Date. Notwithstanding the foregoing or any other provision of
this Agreement, Buyer's offer to any Business Employee who is on short-term or
long-term disability or any approved leave of absence (each an "Inactive
Employee") as of the Brokerage Closing Date shall be conditioned on such
Inactive Employee's being ready and able to return to work within six months
following the Brokerage Closing Date, and such an Inactive Employee shall not
become an employee of Buyer or an Affiliate of Buyer unless and until they are
ready and able to work as of a date within six months of the Brokerage Closing
Date. Prior to the date Inactive Employees are hired by Buyer or an Affiliate of
Buyer, such Inactive Employees shall be retained as employees of Seller, but
only for such period as an individual on short-term or long-term disability or
approved leave of absence, respectively, would normally remain an employee in
the absence of this transaction, and Seller shall continue to provide such
Inactive Employees for the period that they remain employees of the Seller with
such benefits as Seller or an Affiliate of Seller was providing on the Brokerage
Closing Date to employees on long-term disability leave, short-term disability
leave or approved leave of absence, respectively. Seller shall remain and be
solely responsible for any severance or other liability of any nature
attributable to the cessation of employment of Business Employees with the
Seller, regardless of the date such cessation occurs; provided, however, that
Seller's retention of such responsibility and liability shall not preclude
Seller from seeking recourse against the Buyer or an Affiliate of Buyer for any
breach of Buyer's covenants in this Section 3.04. Subject to the provisions of
this Section 3.04, as of the Brokerage Closing Date, Buyer shall assume
responsibility for all salary, bonus, commission costs, benefits and other
employment related costs accrued on and after the Brokerage Closing Date with
respect to all Transferred Employees (as hereinafter defined). Seller shall not
take, and shall cause each of its Affiliates not to take, any action that would
impede, hinder, interfere or otherwise compete with Buyer's or an Affiliate of
Buyer's effort to hire or retain any Business Employee.

                       (b) Offers of Employment from Buyer. Buyer or an
Affiliate of Buyer shall extend offers of employment to all Business Employees,
in accordance with the provisions of Section 3.04(a), within five (5) business
days from the date that the Agreement is announced to the public.

                           (i) The terms of each offer will specify that (except
                  in the case of Inactive Employees) the offer shall be deemed
                  accepted unless the Business Employee delivers a written
                  rejection of the offer to Buyer no later than December 16,
                  2002, (the "Rejection Deadline"). As soon as reasonably
                  possible after the Rejection Deadline, but in no event later
                  than two (2) business days after the Rejection Deadline, Buyer
                  shall provide Seller with a complete list of Business
                  Employees who have rejected Buyer's Offer of Employment. The
                  terms of the offers shall further specify that the effective
                  date of employment with Buyer or an Affiliate of Buyer
                  pursuant to the offer shall be contingent upon whether the
                  Business Employee (A) is designated a "Conversion Employee,"
                  i.e., an employee of Seller who has been identified by Seller
                  (in a list to be provided to Buyer as soon as practicable
                  after the Brokerage Closing Date) as critical to a successful
                  conversion, and therefore, not eligible for employment by
                  Buyer until released from conversion duties by Seller, or (B)
                  is an Inactive Employee on the Brokerage Closing Date. Seller
                  shall notify Buyer when Conversion Employees are to be
                  released from conversion duties at least five (5) business
                  days prior to the date of each such release. Business
                  Employees who fail to timely reject an offer of employment
                  from Buyer, who are not Inactive Employees, and have not been
                  designated Conversion Employees shall become employees of
                  Buyer on the Brokerage Closing Date. The terms of each offer
                  shall specify that Business Employees who fail to timely
                  reject an offer of employment from Buyer, who are not Inactive
                  Employees and who are designated as Conversion Employees shall
                  become employees of Buyer or an Affiliate of Buyer upon
                  release from conversion duties by Seller. Conversion Employees
                  who reject Buyer's offer shall be deemed to have resigned
                  their employment with Seller.

                           (ii) The terms of each offer shall specify that each
                  Business Employee who is an Inactive Employee on the Brokerage
                  Closing Date shall be deemed to accept Buyer's offer and shall
                  become an employee of Buyer or an Affiliate of Buyer as soon
                  as reasonably practicable after the date Seller notifies Buyer
                  that such individual has notified Seller that he or she is
                  ready and able to return to work, provided that (x) such
                  notice to Buyer is given within six months of the Brokerage
                  Closing Date and (y) on or prior to the time the Inactive
                  Employee gives notice to the Seller that he or she is ready to
                  return to work, he or she has not expressly rejected Buyer's
                  offer. Inactive Employees who reject Buyer's offer shall be
                  deemed to have resigned their employment with Seller.

                       (c) Transferred Employees. Effective as of the Brokerage
Closing Date, except as expressly provided herein, Buyer shall cause each
Business Employee who accepts and commences employment with Buyer or an
Affiliate of Buyer as of the Brokerage Closing Date (the "Transferred
Employees") to be provided with compensation and benefits that shall, in the
aggregate, in Buyer's reasonable judgment be substantially equivalent to the
compensation and benefits provided by Buyer to its similarly situated employees;
provided, however, that for a period of one year following the Brokerage Closing
Date, each Transferred Employee shall be entitled to remain in substantially the
same position, with the same base salary and same vacation policy as maintained
by Seller as of the Brokerage Closing Date as set forth on Section 3.04(c) of
the Disclosure Schedule, provided that such employee remains employed by Buyer
or an Affiliate of Buyer. Nothing herein shall be construed as guaranteeing
employment for any specific period of time or altering the at-will employment
status of any employee. For a transition period of sixty (60) days (subject to
possible extension (or earlier termination) in accordance with the provisions of
the Transition Services Agreement) commencing on the Brokerage Closing Date (the
"Transition Period") subject to limitations in and requirements of Applicable
Laws and applicable plans and contracts, Seller or an Affiliate of Seller shall
use its reasonable best efforts to cause Transferred Employees, (and Conversion
Employees and Inactive Employees who commence employment with the Buyer or an
Affiliate of Buyer during the Transition Period) to continue to be provided with
the health and welfare benefits specified in the Transition Services Agreement
in accordance with the terms thereof, and Buyer shall pay Seller or an Affiliate
of Seller in respect thereof as detailed in the Transition Services Agreement.
If Seller or an Affiliate of Seller, using reasonable best efforts is unable to
continue to provide such coverage, Buyer or an Affiliate of Buyer shall make
available to such employees health and welfare plan coverage that is
substantially equivalent to the coverage then provided by Buyer to its similarly
situated employees, with no break in coverage. Buyer shall not assume
responsibility for the provision of benefits to any Business Employee until such
employee commences employment with Buyer or an Affiliate of Buyer. Buyer shall
not be precluded from modifying its employment agreements, plans, policies and
practices as to its employees generally on or after the Brokerage Closing Date,
provided that such changes apply to all Buyer employees who are similarly
situated to the Transferred Employees, and further provided that (A) for a
period of one year after the Brokerage Closing Date Buyer shall continue to
provide to each Transferred Employee the same base salary and the same vacation
policy as provided by Seller as of the Brokerage Closing Date, provided that
such employee remains employed by Buyer or an Affiliate of Buyer; and (B) the
recognition of prior service, as described in Section 3.04(d), shall not be
eliminated. Buyer shall be solely liable in accordance with Section 3.04(g) for
the provision of COBRA benefits to any Transferred Employee who is terminated by
Buyer (or otherwise incurs a qualifying event) during the Transition Period.
Inactive Employees, Conversion Employees and Support Employees (as hereinafter
defined) who commence employment with the Buyer or an Affiliate of Buyer shall
be treated as if such employees were Transferred Employees and shall be subject
to the terms and conditions of this Section 3.04, taking into account their
later commencement of employment date with the Buyer or an Affiliate of Buyer.

                       (d) Credit for Service. Buyer shall permit Transferred
Employees to participate in all Buyer plans in which participation is open to
similarly situated employees of Buyer at comparable levels for such similarly
situated employees, except where such participation in Buyer plans would result
in a duplication of benefits for such Transferred Employee, and Buyer shall
cause the Transferred Employees to be given full credit for all service with
Seller or an Affiliate of Seller prior to the Brokerage Closing Date for
purposes of eligibility, vesting and determination of the level of benefits
under any employee benefit plans or arrangements of Buyer or an Affiliate of
Buyer or any plans of Seller that are assumed by or maintained by Buyer in which
such Transferred Employees participate after the Brokerage Closing Date, to the
same extent such service was recognized by Seller or an Affiliate of Seller
immediately prior to the Brokerage Closing Date; provided, however, that such
service need not be recognized for purposes of benefit accruals under any
defined benefit plan maintained by Buyer or an Affiliate of Buyer, nor shall
such service be recognized to the extent it would result in duplication of
benefits. Buyer or an Affiliate of Buyer shall (i) waive all limitations as to
preexisting conditions, exclusions and waiting periods with respect to
participation and coverage requirements applicable to Transferred Employees
under any welfare plan in which such employees may be eligible to participate
after the Brokerage Closing Date, other than limitations or waiting periods that
are already in effect with respect to such employees and that have not been
satisfied as of the Brokerage Closing Date under the corresponding welfare plan
of Seller or an Affiliate of Seller in which such Transferred Employees
participate immediately prior to the Brokerage Closing Date, and (ii) for the
Plan year in which the Brokerage Closing Date occurs, provide each Transferred
Employee with credit for any co-payments and deductibles paid prior to the
Brokerage Closing Date in satisfying any applicable deductible or out-of-pocket
requirements under any welfare plans in which such employees are eligible to
participate after the Brokerage Closing Date, as if those deductibles or
co-payments had been paid under the welfare plans in which such employees are
eligible to participate after the Brokerage Closing Date.

                       (e) 401(k) Plan. Seller shall take such actions as may be
necessary to ensure that all Transferred Employees are, as of the Brokerage
Closing Date, 100% vested in their account balances under the Seller 401(k)
Savings Plan and the Oppenheimer Capital Accumulation 401(k) Plan (collectively
the "Seller 401(k) Plans"), and shall contribute to the Seller 401(k) Savings
Plan, within two weeks of the Brokerage Closing Date, such additional matching
contributions, if any, required for each Transferred Employee in accordance with
the terms and conditions of the Seller 401(k) Savings Plan for the portion of
the Plan year in which the Brokerage Closing Date occurs during which such
Transferred Employees were employed by Seller. Commencing with the Brokerage
Closing Date, Transferred Employees shall be eligible to participate in Buyer's
401(k) plan, Buyer shall make any profit sharing contributions to such plan, on
the same terms and conditions as for comparable employees of Buyer, recognizing
their prior service to Seller and compensation from Seller, as service and
compensation with Buyer.

                       (f) Certain Plans.

                           (i) Effective as of the Brokerage Closing Date, Buyer
                  shall, or shall cause an Affiliate of Buyer to, assume and
                  maintain as plan sponsor and administrator and perform all
                  obligations with respect to, the Seller's Wealth Plus Plan and
                  Executive Voluntary Deferred Compensation Plan (the
                  "Transferred Plans"), as they apply to Transferred Employees.
                  Seller shall transfer to Buyer at the Brokerage Closing Date
                  the cash amount necessary to support the liabilities under the
                  Seller's Wealth Plus Plan attributable to the Transferred
                  Employees accrued to date for accounting purposes using a
                  straight-line expense accounting method. Between the date
                  hereof and the Brokerage Closing Date, at Buyer's request,
                  Seller shall provide a full and accurate report to Buyer as to
                  the amounts accrued to date attributable to the Transferred
                  Employees under the Transferred Plans. Buyer shall notify
                  Seller of the termination date of each Transferred Employee
                  covered by the Wealth Plus Plan. Seller shall transfer to
                  Buyer, within two business days after the Brokerage Closing
                  Date, an amount in cash equal to aggregate notional value,
                  determined as of the Brokerage Closing Date, of Transferred
                  Employees' accounts under the Seller's Executive Voluntary
                  Deferred Compensation Plan.

                           (ii) Subject to the limitations and requirements of
                  Seller's Stock Participation Plan and various stock option
                  plans maintained by Seller (the "Seller Equity Plans"), Seller
                  shall recognize service with Buyer for the purposes of vesting
                  and dividend distributions under the Seller Equity Plans after
                  the Brokerage Closing Date as if it were service with Seller;
                  provided, however, that Transferred Employees shall not be
                  entitled to any new award under any Seller Equity Plan after
                  the Brokerage Closing Date and provided, further, that nothing
                  in this Section 3.04(f)(ii) shall be construed to affect or in
                  any way limit (A) the operation or application of any change
                  in control provisions in any Seller Equity Plan; or (B) any
                  right to a dividend distribution to which a Transferred
                  Employee is otherwise entitled as a result of the transactions
                  contemplated herein.

                           (iii) At Buyer's choice, effective as of the end of
                  the Transition Period, Buyer shall (x) assume the Seller's
                  Flexible Spending Account Program insofar as it applies to the
                  Transferred Employees, or (y) allow Transferred Employees to
                  participate in a similar or like flexible spending account
                  program maintained by Buyer. In either case, Seller shall take
                  such action as may be necessary to transfer to Buyer, subject
                  to applicable law and those requirements that must be complied
                  with to maintain favorable tax treatment, the net aggregate
                  balances under Seller's Flexible Spending Account Program for
                  each of the Transferred Employees.

                       (g) COBRA. To the extent that an Employee of Seller
participates in a "group health plan" (within the meaning of Section 5000(b)(1)
of the Code maintained by Seller ("Group Health Plan") and such employee incurs
a qualifying event under Section 4980B of the Code on the Brokerage Closing Date
on account of his or her termination of employment with Seller, as determined in
accordance with applicable Treasury Regulations, Seller shall comply with all
notice and continuation coverage requirements applicable to the Group Health
Plans under Section 4980B of the Code known as COBRA ("COBRA Requirements") with
respect to such Employees and any "qualified beneficiaries" (as defined in
Section 4980B of the Code)) under the group health plan in accordance with
Section 4980B of the Code and the regulations thereunder, provided that if for
any reason Buyer has not established a health plan that covers the Transferred
Employees prior to the expiration of the Transition Period, and any such
Transferred Employee elects COBRA coverage under Seller's health plans, Buyer
shall pay the full COBRA premium on behalf of such Transferred Employee (except
for the amount such Transferred Employee would have been required to pay as an
active employee of Seller) and shall reimburse Seller to the extent that any
claims paid for Transferred Employees electing COBRA exceed COBRA premiums and
stop loss reimbursements. To the extent that a Covered Employee participates in
a Group Health Plan on or after the Brokerage Closing Date, whether maintained
by Seller during the Transition Period, or by Buyer at any time, and such
employee incurs a qualifying event under Section 4980B of the Code after the
Brokerage Closing Date, Buyer shall assume responsibility and shall comply with
all COBRA Requirements with respect to such employees and any "qualified
beneficiaries" (as defined in Section 4980B of the Code) under the Group Health
Plan in accordance with Section 4980B of the Code and the regulations
thereunder.

                       (h) WARN Act. To the extent that any obligations might
arise under the WARN Act or under any similar provision of any federal, state,
regional, foreign, or local law, rule, or regulation (hereinafter referred to
collectively as "WARN Obligations") as a consequence of the transactions
contemplated by this Agreement, Seller shall be responsible for any WARN
Obligations arising as a result of any employment losses occurring on or prior
to the Brokerage Closing Date except to the extent such losses are attributable
to Buyer's material failure to perform any of the covenants described herein.

                       (i) Accrued Obligations. Seller shall be solely
responsible for all obligations and liabilities accrued prior to the Brokerage
Closing Date relating to Business Employees, including, but not limited to, (i)
payroll and fringe benefits, (ii) earned bonuses and incentive compensation,
(iii) accrued vacation and holiday pay, (iv) workers' compensation and (v)
claims incurred under health plans. Buyer shall be solely responsible for all
obligations and liabilities accrued following the Brokerage Closing Date
relating to Transferred Employees, including, but not limited to, (i) payroll
and fringe benefits, (ii) earned bonuses and incentive compensation, (iii)
accrued vacation and holiday pay, (iv) workers' compensation and (v) claims
incurred under health plans; provided, however, that Seller shall remain liable
and responsible for payments to Transferred Employees of any annual incentive
compensation bonuses for fiscal year 2002 as determined in accordance with the
applicable bonus plans maintained by Seller in which the Transferred Employees
participate as of the Brokerage Closing Date; and provided, further, that with
respect to any such bonuses earned for Seller's fiscal year 2003, Seller shall
transfer to Buyer a cash amount equivalent to the sum of 2/12ths of the actual
fiscal year 2002 bonus payment awarded to each Transferred Employee, Conversion
Employee and Inactive Employee (subject to a pro rata reduction for any period
in which any Inactive Employee was not entitled to a bonus payment during
Seller's fiscal year 2003), within ten (10) business days following confirmation
of acceptance of the employment offer made to each such individual from Buyer or
an Affiliate of Buyer. Subject to receiving the funds, if any, payable by Seller
under this paragraph, Buyer shall assume all liability for bonus obligations
payable to the Transferred Employees beginning November 1, 2002 through the
Brokerage Closing Date, and Buyer shall pay each employee the 2/12ths amount
transferred by Seller in respect of such employee on or prior to the time Buyer
makes bonus payments in respect of fiscal year 2003.

                       (j) Retained Liabilities. Seller shall retain and be
solely responsible for (i) all employment-related obligations and liabilities
(including all obligations and liabilities under the WARN Act and COBRA, if any)
relating to each employee, officer, director or consultant of the Brokerage
Business who is not a Business Employee and each Business Employee (and his
dependents or beneficiaries) with respect to whom Buyer has fulfilled its
obligations under this Section 3.04 to offer or transfer employment, but who
does not become a Transferred Employee (including any Business Employee who
declines employment with Buyer or an Affiliate of Buyer or who does not return
to work from a disability or other leave of absence within six (6) months
following the Brokerage Closing Date) (a "Retained Employee") and (ii) all
compensation and benefit obligations and employment law claims of Transferred
Employees and other Business Employees who commence employment with the Buyer or
an Affiliate of the Buyer to the extent arising from events or conditions that
existed prior to the time as of which such employee commenced employment with
the Buyer or an Affiliate of Buyer ((i) and (ii) together, the "Retained
Employee Liabilities") (provided, however, that Seller's retention of such
responsibility and liability shall not preclude Seller from seeking recourse
against the Buyer or an Affiliate of Buyer for any breach of Buyer's covenants
in this Section 3.04). Buyer shall be solely liable for all compensation and
benefit obligations and employment law claims of Transferred Employees, Inactive
Employees and Conversion Employees who commence employment with Buyer or an
Affiliate of Buyer arising from events or conditions that arise or occur on or
after the time as of which they commence employment with the Buyer or an
Affiliate of Buyer.

                       (k) Pre-Closing Commissions. Prior to the Brokerage
Closing Date, Seller and Buyer shall mutually develop and agree to a process by
which commissions payable to Transferred Employees in respect of trades and
other transactions executed prior to the Brokerage Closing Date shall be paid to
the relevant Transferred Employee (or to Buyer on such Transferred Employee's
behalf).

                       (l) Support Employees. For a period up to the Conversion,
Seller shall not make an offer of employment to any employee of Seller who is
not a Business Employee but whose duties involved support of the Brokerage
Business ("Support Employees") unless Buyer has first obtained Seller's
permission.

                  3.05 Tax Matters.

                       (a) Transfer Taxes. Company and Buyer shall each be
responsible for 50% of any and all Transfer Taxes which become payable in
connection with the transactions contemplated by this Agreement. No later than
five (5) days prior to the Brokerage Closing, Company shall prepare any and all
Tax Returns that must be filed in connection with such Transfer Taxes ("Transfer
Tax Returns") and provide copies of such Transfer Tax Returns to Buyer for its
review and consent. Buyer shall file such Transfer Tax Returns and pay such
Transfer Taxes shown as due thereon. Notwithstanding anything to the contrary
contained in this Agreement, if Company shall fail to pay its share of the
Transfer Taxes as of the Brokerage Closing, Buyer shall be entitled to withhold
from the Estimated Cash Consideration an amount equal to the Transfer Taxes
shown as due on such Transfer Tax Returns. Any subsequent reconciliation shall
be made in connection with the Final Statement. Company and Buyer agree to use
reasonable best efforts to obtain a sale for resale or other Tax exemption where
available and otherwise to minimize the amount of Transfer Taxes payable in
connection with the transactions contemplated by this Agreement. Buyer shall
provide a resale certificate at Brokerage Closing or such other documents as may
be reasonably requested by Company for the purpose of reducing any such Transfer
Taxes.

                       (b) Tax Returns and Filings; Payment of Taxes. Company
shall prepare all Tax Returns of Company and all Tax Returns attributable to the
Brokerage Assets relating to any period ending prior to the Brokerage Closing
Date. Company shall be responsible for paying all Taxes of the Company, and all
Taxes attributable to the Brokerage Assets relating to any period or portion of
any period ending prior to the Brokerage Closing Date. Buyer shall prepare all
Tax Returns attributable to the Brokerage Assets relating to any period
beginning after the Brokerage Closing Date. Buyer shall be responsible for
paying all Taxes attributable to the Brokerage Assets relating to any period or
portion of any period beginning after the Brokerage Closing Date.

                       (c) Tax Records. Buyer shall, at its own expense,
preserve and keep the records in its possession or the possession of any
Affiliate of Buyer relating to the preparation of any Tax Return including the
Brokerage Assets for any Pre-Brokerage Closing Period and such records as
Company may reasonably require for the defense of any audit, examination,
administrative appeal or litigation of any such Tax Return for a period of six
years from the Brokerage Closing Date and shall make such records available to
Company as may be reasonably required by Company. In the event Buyer wishes to
destroy such records after that time, Buyer shall first give ninety (90) days
prior written notice to Company and Company shall have the right at its option
and expense, upon prior written notice given to Buyer within that ninety (90)
day period, to take possession of the records within one hundred and eighty
(180) days after the date of such notice. Company shall, at its own expense,
preserve and keep the records in its possession or the possession of an
Affiliate of Company relating to the preparation of any Tax Return including the
Brokerage Assets for any Post-Closing Period and such records as Buyer may
reasonably require for the defense of any audit, examination, administrative
appeal or litigation of any such Tax Return for a period of six years from the
Brokerage Closing Date and shall make such records available to Buyer as may be
reasonably required by Buyer. In the event Company wishes to destroy such
records after that time, Company shall first give ninety (90) days prior written
notice to Buyer and Buyer shall have the right at its option and expense, upon
prior written notice given to Company within that ninety (90) day period, to
take possession of the records within one hundred and eighty (180) days after
the date of such notice. Company and Buyer shall make available to each other
such records that are in their possession or in the possession of their
Affiliates as the other may require for the preparation of any Tax Returns or
other similar reports or forms required to be filed by such Person and such
records as such Person may require for the defense of any audit, examination,
administrative appeal or litigation of any such Tax Return or other similar
report or form.

                       (d) Notwithstanding anything to the contrary contained in
this Agreement, if Company fails to provide Buyer with the FIRPTA Certificate
and Buyer elects to proceed with the Brokerage Closing, Buyer shall be entitled
to withhold from the amount realized by Seller the amount required to be
withheld pursuant to Section 1445 of the Code.

                  3.06 Mail Received After Brokerage Closing. On and after the
Brokerage Closing Date, Buyer may receive and open all mail addressed to Seller
or its Subsidiaries and deal with the contents thereof in its discretion to the
extent that such mail and the contents thereof relate to the Brokerage Business,
the Brokerage Assets or any of the Assumed Liabilities.

                  3.07 Books and Records. Seller shall transfer to Buyer, at the
Brokerage Closing, originals of all Books and Records to the extent it is
legally permitted to do so and copies of Books and Records that it is prohibited
by law from transferring to Buyer. Buyer shall, after the Brokerage Closing
provide to Seller copies of and access to all Books and Records, including
originals to the extent required, as reasonably requested by Seller. Seller
shall, after the Brokerage Closing provide to Buyer copies of and access to all
Books and Records, including originals to the extent required, as reasonably
requested by Buyer to Buyer.

                  3.08 Accounts Receivable. Accounts receivable of Seller which
are Excluded Assets which are received by the Buyer shall be promptly turned
over to Seller. Seller acknowledges that Buyer shall have no duty to make
efforts to collect any such accounts receivable.

                  3.09 Schedules. The parties have agreed to execute and deliver
this Agreement prior to the preparation, review and acceptance by each of them
of certain Seller Disclosure Schedules. Promptly after such execution and
delivery of this Agreement and in no case later than the 19th of December, 2002,
Seller agrees to prepare such schedules and to deliver them to Buyer for its
review. Buyer and Seller shall cooperate fully in connection with preparing such
schedules. Such schedules shall be deemed part of this Agreement and
incorporated herein only upon their written acceptance by Buyer. For the purpose
of the rights and obligations of the parties hereunder, any such additional,
supplemental or amended Seller Disclosure Schedules shall not be deemed to have
been disclosed as of the date of this Agreement and shall not in any way affect
the rights and remedies of Buyer in respect of the representations and
warranties made by Seller on the date hereof.

                                   ARTICLE IV
                    REPRESENTATIONS AND WARRANTIES OF SELLER

         Each of Seller Parent and Company represents and warrants to Buyer and
Parent as follows:

                  4.01 Organization of Seller; Authority.

                       (a) Each of Seller Parent and Company is a bank duly
organized, validly existing and in good standing under the Bank Act of Canada
and Delaware, respectively, and has all requisite corporate power and authority
to own, lease and operate its properties and assets and to conduct its business
as it is now being conducted. Company is qualified or licensed to do business as
a foreign corporation and is in good standing in every jurisdiction in which the
character of the properties owned or leased by it or the nature of the business
conducted by it makes such qualification necessary, except where the failure to
be so qualified or licensed or in good standing would not have a Material
Adverse Effect.

                       (b) Each of Seller Parent and Company has all requisite
corporate power and authority to enter into this Agreement, the Ancillary
Agreements and any instruments and agreements contemplated herein required to be
executed and delivered by it pursuant to this Agreement (including the Ancillary
Agreements, collectively referred to herein as the "Seller Related Instruments")
and to consummate the transactions contemplated hereby and thereby. The
execution, delivery and performance of this Agreement and the Seller Related
Instruments to which it is a party and the consummation of the transactions
contemplated hereby and thereby have been duly authorized by all necessary
action on the part of each of Seller Parent and Company and no other corporate
proceedings on its part are necessary to authorize such execution, delivery and
performance. This Agreement has been, and each of the Seller Related Instruments
to which it is a party shall be, duly executed and delivered by each of Seller
Parent and Company and constitute a valid and binding obligation of each of
Seller Parent and Company, enforceable against such party in accordance with its
terms, except that (i) such enforcement may be subject to bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or hereafter in
effect relating to creditors' rights, and (ii) the remedy of specific
performance and injunctive and other forms of equitable relief may be subject to
equitable defenses and to the discretion of the court before which any
proceeding therefor may be brought.

                  4.02 No Violation; Consents and Approvals.

                       (a) The execution and delivery of this Agreement and the
Seller Related Instruments does not, and the consummation of the transactions
contemplated hereby or thereby and compliance with the terms hereof or thereof
will not (i) violate or be in conflict with (A) any provision of the certificate
of incorporation of Seller Parent or Company or by-laws of Seller Parent or
Company (or equivalent documents) or (B) any Law applicable to Seller Parent,
Company, the Brokerage Business or the Brokerage Assets or (ii) conflict in any
material respect with, or result in any material violation of or constitute a
material default (or an event or condition which, with notice or lapse of time
or both, would constitute a material default) under, or result in the
termination of, or accelerate the performance required by, or cause the
acceleration of the maturity of any liability or obligation pursuant to, or
result in the creation or imposition of any Lien under, any Contract or other
instrument or obligation, commitment, undertaking, arrangement or restriction of
any kind or character to which Company is a party or by which Company may be
bound or affected or to which any of the Brokerage Assets or the Brokerage
Business may be subject.

                       (b) Except as set forth in Section 4.02(b) of the Seller
Disclosure Schedule, and except for compliance with the HSR Act, no consent,
approval, order or authorization of, or notice to, or registration, declaration
or filing with, any Governmental Entity or any third party is required to be
obtained or made by or with respect to Seller Parent or Company in connection
with the execution and delivery of this Agreement or the Seller Related
Instruments or the consummation by Seller Parent or Company of the transactions
contemplated hereby or thereby or to enable Buyer after the Brokerage Closing to
(i) conduct the Brokerage Business in substantially the same manner in which it
currently is operated by Company, (ii) transfer the Transferred Accounts to
Buyer or (iii) continue to service the Transferred Accounts in the geographic
areas and in a manner consistent with that in which the Transferred Accounts
currently are serviced by Company.

                  4.03 Financial Statements.

                       (a) Section 4.03(a) of the Seller Disclosure Schedule
sets forth an unaudited profit and loss statement of the Brokerage Business as
of October 31, 2002, and an unaudited income statement of the Brokerage Business
for the October 31, 2002 fiscal year period then ended (the "Financial
Statements").

                       (b) Except as set forth on Section 4.03(b) of the Seller
Disclosure Schedule, each of the Financial Statements are based on the
accounting books and records of the Brokerage Business and, except as set forth
in Section 4.03(b) of the Seller Disclosure Schedule, have been prepared in
conformity with GAAP (subject to normal year end adjustments) applied on a
consistent basis throughout the periods indicated, and fairly and accurately
presents the financial condition of the Brokerage Business as of the dates
thereof and the results of operations and cash flows of the Brokerage Business
for the periods then ended.

                       (c) Aggregate revenues for the Brokerage Business for the
month of November 2002 were $24,900,000.

                  4.04 Absence of Undisclosed Liabilities. Except for
liabilities and obligations (i) reflected on the Financial Statements or (ii)
incurred in the ordinary course of business consistent with past practice since
the date of the Financial Statements, the Brokerage Business has not incurred
any liabilities or obligations of whatsoever nature, direct or indirect, whether
accrued, fixed, contingent or otherwise that would be required to be reflected
or reserved against on a balance sheet of the Brokerage Business prepared in
accordance with GAAP.

                  4.05 Absence of Certain Changes or Events. Since November 1,
2001, (i) the Brokerage Business has been operated only in the ordinary course
consistent with past practice, (ii) through the date of this Agreement, there
has been no event, change or development which, individually or in the
aggregate, has had or is reasonably likely to have a Material Adverse Effect,
and (iii) Seller has not taken and has not caused its Subsidiaries to take any
action which, if taken without the consent of Buyer after the execution and
delivery of this Agreement, would constitute a breach or violation of Section
6.01.

                  4.06 Title to Assets.

                       (a) Company has good and valid title to all of the
Brokerage Assets owned by it and valid leasehold interests in, or other rights
to use, all of the Brokerage Assets not owned by Company. Except as set forth on
Section 4.06(a) of the Seller Disclosure Schedule, the Brokerage Assets are
owned by Company free and clear of all Liens, other than (i) mechanics',
carriers', workmen's, repairmen's or other like liens arising or incurred in the
ordinary course of business, (ii) liens for Taxes, assessments and other
governmental charges which are not due and payable or which may hereafter be
paid without penalty or which are being contested in good faith by appropriate
proceedings (for which adequate reserves have been made in the Financial
Statements in accordance with GAAP) and (iii) other imperfections of title or
encumbrances arising in the ordinary course of business, if any, which do not
materially impair the use of the Brokerage Assets or the operation of the
Brokerage Business as currently conducted (the mortgages, liens, security
interests and encumbrances described in clauses (i), (ii) and (iii) above are
collectively referred to herein as "Permitted Liens").

                       (b) Except for Company's lease of its branch offices (the
"Offices") and New York Headquarters, or as set forth on Section 4.06(b) of the
Seller Disclosure Schedule, Company does not own, have, lease or use any real
property or interests in real property primarily in the Brokerage Business.

                       (c) The Instruments of Assignment, when duly executed and
delivered by Seller to Buyer, and the delivery of the Brokerage Assets at the
Brokerage Closing shall effectively vest in Buyer good and valid title to all of
the Brokerage Assets owned by Company, subject only to Permitted Liens and
Assumed Liabilities.

                  4.07 Intellectual Property.

                       (a) Section 4.07(a) of the Seller Disclosure Schedule
sets forth with respect to the Brokerage Business, for the Intellectual Property
owned by Seller or any Subsidiary, a complete and accurate list of all U.S. and
foreign (i) patents and patent applications; (ii) Internet domain registrations;
and (iii) Software (other than readily available commercial software programs
having an acquisition price of less than $5,000) which are owned, licensed,
leased, by Seller or any Subsidiary, and any copyright registrations, copyright
applications, and material unregistered copyrights, in each case describing
which Software is owned, licensed, or leased, as the case may be; and (iv) all
of Seller's U.S. Trademarks used with the Business and, to Seller's knowledge,
the foreign marks used with the Business.

                       (b) Section 4.07(b) of the Seller Disclosure Schedule
sets forth with respect to the Brokerage Business a complete and accurate list
of all agreements (whether oral or written, and whether between Seller,
Subsidiaries and third parties or inter-corporate) to which Seller or a
Subsidiary is a party or otherwise bound, (i) granting or obtaining any right to
use or practice any rights under any Intellectual Property (other than licenses
for readily available commercial software programs having an acquisition price
of less than $5,000), or (ii) to the knowledge of Seller, restricting Seller's
or any Subsidiaries' rights to use any Intellectual Property, including license
agreements, development agreements, distribution agreements, settlement
agreements, consent to use agreements, and covenants not to sue (collectively,
the "Company License Agreements"). The Company License Agreements are valid and
binding obligations of all parties thereto, enforceable in accordance with their
terms, and there exists no event or condition which will result in a violation
or breach of, or constitute (with or without due notice of lapse of time or
both) a default by any party under any such Company License Agreement. Neither
Seller nor any of its Subsidiaries have licensed or sublicensed its rights in
any Intellectual Property other than pursuant to the Company License Agreements.
No royalties, honoraria or other fees are payable by Seller or any Subsidiary to
any third parties for the use of or right to use any Intellectual Property
except pursuant to the Company License Agreements.

                       (c) Except as set forth on Section 4.07(c) of the Seller
Disclosure Schedule:

                           (i) Seller or a Subsidiary owns, or has a valid right
                  to use, free and clear of all Liens, all of the Intellectual
                  Property.

                           (ii) The Intellectual Property owned by Seller or any
                  Subsidiary and, to the best of Seller's knowledge, any
                  Intellectual Property used by Seller or any Subsidiary, is
                  subsisting, in full force and effect, and has not been
                  cancelled, expired, or abandoned, and, to the best of Seller's
                  knowledge is valid and enforceable.

                           (iii) There is no pending or, to the best of Seller's
                  knowledge, threatened claim, suit, arbitration or other
                  adversarial proceeding before any court, agency, arbitral
                  tribunal, or registration authority in any jurisdiction
                  involving the Intellectual Property owned by Seller or its
                  Subsidiaries, or, to the best of Seller's knowledge, the
                  Intellectual Property licensed to Seller or any Subsidiary,
                  alleging that the activities or the conduct of Seller's or any
                  Subsidiary's businesses infringe upon, violate or constitute
                  the unauthorized use of the intellectual property rights of
                  any third party or challenging Seller or any Subsidiary's
                  ownership, use, validity, enforceability or registrability of
                  any Intellectual Property. There are no settlements,
                  forbearances to sue, consents, judgments, or orders or similar
                  obligations other than the Company License Agreements which
                  (1) restrict Seller's or any Subsidiary's right to use any
                  Intellectual Property, (2) restrict Seller's or any
                  Subsidiary's businesses in order to accommodate a third
                  party's intellectual property rights or (3) permit third
                  parties to use any Intellectual Property owned or controlled
                  by Seller or any Subsidiary.

                           (iv) The conduct of Seller's and any Subsidiary's
                  business as currently conducted or planned to be conducted
                  does not infringe upon (either directly or indirectly such as
                  through contributory infringement or inducement to infringe)
                  any intellectual property rights owned or controlled by any
                  third party. To the best of Seller's knowledge, no third party
                  is misappropriating, infringing, diluting or violating any
                  Intellectual Property owned or used by Seller or any
                  Subsidiary and no such claims, suits, arbitrations or other
                  adversarial proceedings have been brought or threatened
                  against any third party by Seller or any Subsidiary.

                           (v) Seller and each Subsidiary has taken reasonable
                  measures to protect the confidentiality of Trade Secrets. To
                  the best of Seller's knowledge, no Trade Secret has been
                  disclosed or authorized to be disclosed to any third party
                  other than pursuant to a non-disclosure agreement. To the best
                  of Seller's knowledge, no party to any non-disclosure
                  agreement relating to its Trade Secrets is in breach or
                  default thereof.

                           (vi) No current or former partner, director, officer,
                  or employee of Seller or any Subsidiary (or any of their
                  respective predecessors in interest) shall, after giving
                  effect to the transactions contemplated herein, own or retain
                  any rights to use any of the Intellectual Property owned or
                  used by Seller or any Subsidiary.

                       (d) The consummation of the transaction contemplated
hereby shall not result in the loss or impairment of Seller or any Subsidiary's
right to own or use any of the Intellectual Property, nor shall it require the
consent of any governmental authority or third party in respect of any such
Intellectual Property. No consents are required in order for Buyer to assume the
rights and obligations of Seller or the Subsidiaries under each Company License
Agreement.

                       (e) To the knowledge of Seller, the Oppenheimer Name as
used in the Business does not infringe upon, violate or constitute the
unauthorized use of the intellectual property rights of any third party and
except as set forth in Section 4.07(e) of the Seller Disclosure Schedule, Seller
has not licensed the Oppenheimer Name to any other party for the use provided
for in, or in any manner in conflict with, the Name Assignment Agreement.

                  4.08 Litigation. Section 4.08 of the Seller Disclosure
Schedule sets forth a complete and accurate list of any and all material claims,
actions, suits, proceedings, investigations and inquiries ("Litigation")
pending, asserted or, to Seller's knowledge, threatened during the one year
period prior to the date hereof, against Company or any of its Affiliates with
respect to the Brokerage Business or any of the Brokerage Assets or any
Registered Representative of the Brokerage Business by or before any
Governmental Entity, or by or on behalf of any third party. None of the
Litigation set forth on such Schedule is reasonably likely to (i) result in
material liability to Company, materially interfere with or inhibit the
operation of the Brokerage Business or materially impair the value of the
Brokerage Assets, (ii) have the effect of delaying, preventing, or making
illegal the consummation of the transactions contemplated hereby or (iii)
materially interfering with the ability of Buyer to operate the Brokerage
Business after the Brokerage Closing as it is currently operated by Company.

                  4.09 Transferred Plans; Brokers; Client Assets.

                       (a) With respect to the Transferred Plans, Seller has
previously made available to Buyer true and complete copies of the Plan
documents (including all amendments thereto). Within ten (10) business days
after the date hereof, the Seller shall provide, if any, a copy of most recent
Transferred Plan Summary Plan Description; and if the Transferred Plan is funded
through a trust or any other funding vehicle, a copy of the trust or other
funding agreement (including all amendments thereto) and the latest financial
statements thereof, if any.

                       (b) Except as set forth on Section 4.09(b) of the Seller
Disclosure Schedule, each of the Transferred Plans has been operated and
administered in all material respects in accordance with its terms and with the
requirements prescribed by any and all applicable Law, including ERISA and the
Code, as applicable.

                       (c) Except as set forth on Section 4.09(c) of the Seller
Disclosure Schedule, the consummation of the transactions contemplated by this
Agreement will not, either alone or in combination with another event, (i)
entitle any current or former employee, officer or director of Seller or any
ERISA Affiliate to severance pay, unemployment compensation or any other similar
payment or (ii) accelerate the time of payment or vesting, or increase the
amount of or otherwise enhance any benefit due any such employee, officer or
director.

                       (d) As of the date hereof, the liability under the
Seller's Wealth Plus Plan accrued to date for accounting purposes using a
straight-line expense accounting method is approximately $38,000,000 and such
amount exceeds the liability attributable to the Transferred Employees
calculated as if such Transferred Employees terminated employment with Seller on
the date hereof.

                       (e) Except as set forth on Section 4.09(e) of the Seller
Disclosure Schedule, Seller has not entered into and does not currently maintain
any employment agreements or other employment arrangements whether written, oral
or otherwise with any Business Employee, and all of the Business Employees are
"employees-at-will." Seller has received no notice or indication from, and has
no reason to believe that, any of the Business Employees set forth in Section
3.04(a) of the Seller Disclosure Schedule shall (i) cease to be Businesses
Employees at any point prior to the Brokerage Closing Date; or (ii) be unwilling
or unable to become or otherwise restricted or prohibited from becoming a
Transferred Employee as of the Brokerage Closing Date.

                       (f) Attached as Section 4.09(f) of the Seller Disclosure
Schedule is Company's commission payout schedule (the "Grid") and the algorithms
and formulae used therein, that is used for the computation of compensation to
brokers or other employees of Company both (i) as in effect since prior to
November 30, 2002 and (ii) to be in effect during the period from January 2,
2003. Except as set forth in Section 4.09(f) of the Seller Disclosure Schedule,
in the past fiscal year, all Business Employees who are brokers have been
compensated in accordance with the Grid.

                       (g) Section 4.09(g) of the Seller Disclosure Schedule
sets forth complete and accurate information regarding the number and locations
of each of the Offices and the identity and 2002 annual production of brokers
who are Business Employees in each Office.

                       (h) Section 4.09(h) of the Seller Disclosure Schedule
sets forth (i) each Business Employee and the position held by such employee,
(ii) the identity of each "middle-market" institutional account of the Brokerage
Business ("Middle Market Accounts") and the amount of assets under supervision
as to each such Middle Market Account, (iii) dollar amount of client assets
under supervision by Office, (iv) list of branch office designations that
include the accounts to be transferred except for Excluded Accounts list in (v)
below that are being assigned in the transfer to Buyer and (v) list of excluded
client account numbers. All such information set forth in Section 4.09(h) of the
Seller Disclosure Schedule is complete and accurate as of the relevant date.
None of the brokers listed on Section 4.09(g) of the Seller Disclosure Schedule
are prohibited, contractually or otherwise, from working for Buyer or its
Affiliates after the Brokerage Closing Date.

                  4.10 Labor Matters.

                       (a) (i) No labor strike, dispute, slowdown, stoppage or
lockout is pending, or to the knowledge of Seller, threatened against or
affecting Seller and during the past five years there has not been any such
action, (ii) Seller is not party to or bound by any collective bargaining or
similar agreement with any labor organization, or work rules or practices agreed
to with any labor organization or employee association applicable to employees
of Seller, (iii) no employees of Seller are represented by any labor
organization and Seller has no knowledge of any union organizing activities
among the employees of Seller within the past five years, (iv) no material
written personnel policies, rules or procedures are applicable to employees
other than those listed on Section 4.10(a) of the Seller Disclosure Schedule,
true and correct copies of which have been previously made available to Buyer,
(v) Seller is in compliance, in all material respects, with all requirements of
Law respecting employment and employment practices, terms and conditions of
employment, wages, hours of work and occupational safety and health, and, to the
knowledge of Seller, Seller is not engaged in any unfair labor practices as
defined in the National Labor Relations Act or other Applicable Laws, (vi) no
unfair labor practice charge or complaint against Seller is pending or, to the
knowledge of Seller, threatened before the National Labor Relations Board or any
similar agency, (vii) no charge or complaint with respect to or relating to
Seller is pending before, and Seller has not received any notice of intent to
conduct an investigation from, the Equal Employment Opportunity Commission or
any other agency responsible for the prevention of unlawful employment
practices, (viii) Seller has not received notice of the intent of any federal,
state, local or foreign agency responsible for the enforcement of labor or
employment laws to conduct an investigation with respect to or relating to
Seller and no such investigation is in progress and Seller has no knowledge of
any other person investigating any such allegation that could reasonably be
anticipated to result in significant liability, and (ix) no complaints, lawsuits
or other proceedings are pending or, to the knowledge of Seller, threatened in
any forum by or on behalf of any present or former employee of Seller, any
applicant for employment or classes of the foregoing alleging breach of any
express or implied contract or employment, any laws governing employment or the
termination thereof or other discriminatory, wrongful or tortuous conduct in
connection with the employment relationship.

                       (b) Except as set forth in Section 4.10(b) of the Seller
Disclosure Schedule, which shall be provided to Buyer on the Brokerage Closing
Date, none of Seller's employees employed in the Brokerage Business or at sites
constituting "a single site of employment" (as defined in the WARN Act or
interpretive regulations) with the Brokerage Business, suffered an "employment
loss" (as defined in the WARN Act) during the six-month period preceding the
Brokerage Closing Date.

                  4.11 Certain Contracts and Arrangements.

                       (a) Section 4.11(a) of the Seller Disclosure Schedule
sets forth a complete and accurate list of all material agreements, contracts
and commitments (and all amendments thereto) to which Company or any Affiliate
of Company is a party relating primarily to, or necessary for the conduct of,
the Brokerage Business or the Brokerage Assets or by which the Brokerage
Business or the Brokerage Assets are bound or materially affected (the
"Contracts"), including all of the following:

                           (i) employment agreements or severance agreements;

                           (ii) agreements relating to brokers, managers and
                  employees who are transferred to Buyer pursuant to this
                  Agreement and the transactions contemplated herein, including,
                  all compensation related plans, programs and arrangements;

                           (iii) advisory agreements relating to the Brokerage
                  Business (the standard form of which has been provided to
                  Buyer);

                           (iv) Customer Agreements (the standard form of which
                  has been provided to Buyer);

                           (v) introducing broker agreements, marketing
                  agreements or similar agreements for the servicing of
                  accounts;

                           (vi) Company License Agreements;

                           (vii) real estate leases and related sub-leases and
                  service agreements (excluding the lease with respect to the
                  New York Headquarters); and

                           (viii) other material agreements, contracts, leases,
                  licenses, commitments or instruments to which Company or any
                  of its Affiliates is a party, relating primarily to, or
                  necessary for the conduct of the Brokerage Business.

                       (b) Each Contract is a legal, valid and binding
obligation of Company and, to the knowledge of Seller, the other parties
thereto, in full force and effect, enforceable against Company and, to the
knowledge of Seller, such other parties, except that (i) such enforcement may be
subject to bankruptcy, insolvency, reorganization, moratorium or other similar
laws now or hereafter in effect relating to creditors' rights, and (ii) the
remedy of specific performance and injunctive and other forms of equitable
relief may be subject to equitable defenses and to the discretion of the court
before which any proceeding therefor may be brought, and are validly assignable
to Buyer without the consent of any other party, except as stated in Section
4.11(b) of the Seller Disclosure Schedule. None of Company or any of its
Affiliates is, and to Seller's knowledge, no other party thereto is, in breach
of or default under any Contract, nor does there exist, to Seller's knowledge,
any basis for the assertion of any such breach or default by or against Company
or any of its Affiliates. There have been no written threatened cancellations
of, and there is no material pending dispute under, any Contract. The terms and
enforceability of the Contracts shall not be affected in any manner by the
execution and delivery of this Agreement or the consummation of the transactions
contemplated hereby.

                       (c) Except as set forth on Section 4.11(a) of the Seller
Disclosure Schedule, there are (i) no Contracts necessary for Buyer to operate
the Brokerage Business after the Brokerage Closing as it is currently operated
by Company.

                       (d) None of Seller or any of its Affiliates is subject to
any obligations, agreements, contracts, arrangements or covenants, that would,
or required to obtain any consent, authorization, permit or waiver from any
Governmental Entity or third party, the absence of which would, in any material
respect, impede, restrict or prevent Buyer from operating the Brokerage Business
after the Brokerage Closing as it is currently operated by Company.

                  4.12 Compliance with Laws; Licenses.

                       (a) The Business has been, and is being, operated by
Company in compliance in all material respects with all applicable Laws,
including Environmental Laws and Labor Laws ("Applicable Laws"). Section 4.12(a)
of the Seller Disclosure Schedule sets forth a complete list of all Permits
required in connection with the operation of the Brokerage Business and
ownership of the Brokerage Assets under Applicable Laws. Seller possesses all
such Permits, and is in compliance in all material respects with, all such
Permits.

                       (b) All of Company's officers and employees who are
required to be licensed or registered for the activities conducted by them are
and at all times have been duly licensed or registered in each state or
jurisdiction in which and with each Governmental Entity with whom such licensing
or regulation is so required (such officers and employees are collectively, the
"Registered Representatives"). To the knowledge of Seller, none of the
Registered Representatives is or has been subject to any disciplinary or other
regulatory compliance action or complaint by a regulator or customer.

                       (c) None of Company, Seller Parent, and to the knowledge
of Seller, none of their Affiliates or their respective officers and employees
has received any notification or communication from any Governmental Entity
relating to, involving or applying to the Brokerage Business or the Brokerage
Assets (i) asserting that any of them is not in compliance with any of the
statutes, rules, regulations, or ordinances which such Governmental Entity
enforces, or has otherwise engaged in any unlawful business practice, (ii)
threatening to revoke any license, franchise, permit, seat on any stock or
commodities exchange or Authorization, (iii) requiring any of them (including
any of Company's directors or controlling persons) to enter into a cease and
desist order, agreement, or memorandum of understanding (or requiring the board
of directors of Company to adopt any resolution or policy), or (iv) restricting
or disqualifying the activities of Company (except for restrictions generally
imposed by rule, regulation or administrative policy on brokers or dealers
generally).

                  4.13 Brokers. Except as set forth on Schedule 4.13 of the
Seller Disclosure Schedule, no broker, finder or financial advisor or other
person is entitled to any brokerage fees, commissions, finders' fees or
financial advisory fees in connection with the transactions contemplated hereby
by reason of any action taken by Seller or any of its respective directors,
officers, employees, representatives or agents.

                  4.14 Assets Necessary to Business. The Brokerage Assets
constitute all of the assets, properties, licenses and agreements which are
being used on the date hereof in the Brokerage Business as conducted on the date
hereof and include all assets, properties, licenses and agreements necessary for
Buyer to operate the Brokerage Business after the Brokerage Closing as it is
currently operated by Company except for the Excluded Assets.

                  4.15 Taxes. Except as set forth in Section 4.15 of the Seller
Disclosure Schedule, all Tax Returns with respect to the Brokerage Business or
the Brokerage Assets or income attributable therefrom that are required to be
filed by the Company on or before the Closing Date have been or will be filed,
the information provided on such Tax Returns is or will be complete and accurate
in all material respects, and all Taxes shown to be due on such Tax Returns have
been or will be paid in full, to the extent that a failure to file such Tax
Returns or pay such Taxes, or an inaccuracy in such Tax Returns, could result in
Buyer being liable for such Taxes or could give rise to a Lien on the Brokerage
Assets.

                  4.16 Disclosure. No representation or warranty by Seller
Parent or Company contained in this Agreement, and no statement contained in
this Agreement, the Seller Related Instruments, the Financial Statements or the
Seller Disclosure Schedule, contains or will contain any untrue statement of a
material fact, or omits or will omit to state any material fact necessary, in
light of the circumstances under which it was or will be made, in order to make
the statements herein or therein not misleading, or necessary in order to fully
and fairly provide the information required to be provided in any such document.

                  4.17 No Restraints. To the knowledge of Seller, there is no
event or circumstance which is reasonably likely to result in an order of the
Commission, any authority of any state or territory of the United States, or of
the District of Columbia, primarily responsible for the regulation or
registration of persons engaged in the securities business, the NYSE, the NASD
or any court prohibiting or limiting the ability of Buyer to hire at least 90%
of the retail brokers employed by Company on the date hereof.

                  4.18 Broker-Dealer Matters. Company is duly registered with
the Commission as a broker-dealer under the Exchange Act, is a member in good
standing of any SRO of which it is a member of and is in compliance with all of
the rules, regulations, orders and requirements thereof and of the Commission.
Company has not received any written communication or any oral communication
from any Governmental Entity (1) asserting any non-compliance with any of the
statutes, regulations, rules or ordinances that such Governmental Entity
enforces or (2) threatening to revoke any license, franchise, seat on any
exchange, permit or governmental authorization. Neither Company nor any of its
Registered Representatives is subject to a "statutory disqualification" as
defined in Section 3(a)(39) of the Exchange Act or to a disqualification that
would be a basis for censure, limitations on the activities, functions or
operations of, or suspension or revocation of the registration of, Company as a
broker-dealer, municipal securities dealer, government securities broker or
government securities dealer under Section 15, Section 15B or Section 15C of the
Exchange Act.

                  4.19 Transferred Accounts.

                       (a) The Transferred Accounts have been created,
maintained and serviced by Company in compliance in all material respects with
all Applicable Laws of any applicable Governmental Entity.

                       (b) The transfer to Buyer of the Transferred Account
Information pursuant to the terms of this Agreement will not violate, in any
material respect any privacy right or other personal rights of any customer,
prospective customer or other person.

                       (c) There are no pending complaints or, to the best of
Seller's knowledge, threatened or other controversies regarding any Transferred
Account, that could reasonably be expected to result in a complaint, from or
relating to any Transferred Account, except those set forth in Section 4.19(c)
of the Seller Disclosure Schedule.

                       (d) Attached to Section 4.19(d) of the Seller Disclosure
Schedule is (i) a true and correct copy of the form of customer agreement
(except for cash accounts which have no customer agreements) that Company has
entered into with each customer with respect to a Transferred Account (each such
agreement being referred to herein as a "Customer Agreement") and (ii) a copy of
each customer account contract or agreement set forth as an "exception" pursuant
to the immediately following sentence of this Section 4.19(d). Except as set
forth on Section 4.19(d) of the Seller Disclosure Schedule, in respect of the
Transferred Accounts, Company has not entered into any contract or agreement
with any customer, nor is it rendering services to any customer, other than
pursuant to a Customer Agreement. Each Customer Agreement is a legal, valid and
binding obligation of Company and, to the knowledge of Seller, the other parties
thereto, in full force and effect, enforceable against Company and, to the
knowledge of Seller, such other parties, except that (i) such enforcement may be
subject to bankruptcy, insolvency, reorganization, moratorium or other similar
laws now or hereafter in effect relating to creditors' rights, and (ii) the
remedy of specific performance and injunctive and other forms of equitable
relief may be subject to equitable defenses and to the discretion of the court
before which any proceeding therefor may be brought, and are validly assignable
to Buyer without the consent of any other party, except as stated in Section
4.19(d) of the Seller Disclosure Schedule.

                  4.20 Fees; Pricing; Service Charges. Set forth in Section 4.20
of the Seller Disclosure Schedule, are the fees, interest rates and service
charges that were implemented by Company as of July 2002.

                  4.21 Transferred Account Information. The Transferred Account
Information, all of which has been or shall be made available to Buyer prior to
or at the Brokerage Closing, is current, complete and correct in all material
respects (other than with respect to financial information, which is complete
and correct in all respects) and has been maintained on a consistent basis. At
the Brokerage Closing, all of such Transferred Account Information will be in
the possession of Buyer. The transfer to Buyer of the Transferred Account
Information pursuant to the terms of this Agreement does not violate any privacy
right or other personal rights of any customer, prospective customer or other
person.

                  4.22 Securities Ownership. Seller does not, directly or
indirectly, for its or any of its Affiliates' proprietary ownership, own or
otherwise have control of or over any voting or non-voting security or direct or
indirect rights or options to acquire any voting or non-voting security of
Parent or Buyer.

                  4.23 Investment Purpose. Company (or its designee as the case
may be) is acquiring, as principal for its own account, the First Exchangeable
Debenture and the Interim Debenture for its own account for the purpose of
investment and not with a view to or for sale in connection with any
distribution thereof.

                  4.24 Broker Loans. With respect to the Broker Loans and the
Assigned Interests (as defined in the Loan Assignment Agreement), Seller
represents and warrants to Buyer as of the date hereof or such other date
provided below that:

                       (a) Seller is the sole and legal and beneficial owner of
and has good title to each Broker Loan free and clear of any Lien except as set
forth on Section 4.24(a) of the Seller Disclosure Schedule. Each Broker Loan is
not subject to any prior sale, transfer, assignment or participation by Seller
or any agreement to assign, convey, transfer or participate, in whole or in
part, by Seller as of the date hereof except as set forth on Section 4.24(a) of
the Seller Disclosure Schedule. No effective financing statements or other
similar instruments similar in effect covering any Broker Loan are on file in
any recording office as of the date hereof except as set forth on Section
4.24(a) of the Seller Disclosure Schedule. Seller shall transfer its legal
interest in and title to each Broker Loan to Buyer free and clear of any Lien as
of the relevant assignment date except as set forth on Section 4.24(a) of the
Seller Disclosure Schedule, and upon completion of such transfer and assignment,
Buyer shall have good title to each Broker Loan, free and clear of any Lien.

                       (b) No proceedings are (A) pending against Seller or any
predecessor-in-title that is an Affiliate of Seller or (B) to the best of
Seller's knowledge, threatened against Seller or any predecessor-in-title that
is an Affiliate of Seller before any relevant Governmental Entity that, in the
aggregate, will materially and adversely affect any action taken or to be taken
by Seller under this Agreement or the Loan Assignment Agreement.

                       (c) The principal amounts of the Broker Loans outstanding
and any unfunded commitment to make further Broker Loans (the "Commitments") are
accurately stated as set forth on Section 4.24(c) of the Seller Disclosure
Schedule.

                       (d) Except for the Commitments, if any, there is no
funding obligation of any kind (whether fixed, contingent, conditional, or
otherwise) in respect of any Broker Loan that Buyer is or shall be required to
pay or otherwise perform that Seller has not paid or otherwise performed in
full. The Commitments if any, are accurately stated as set forth on Section
4.24(c) of the Seller Disclosure Schedule.

                       (e) Seller and each predecessor-in-title that is an
Affiliate of Seller has performed, and has complied with, all obligations
required to be performed or complied with by it under the loan documents
relating to the Brokers Loans (collectively, the "Loan Documents"), which such
Loan Documents are listed in their entirety as set forth on Section 4.24(e) of
the Seller Disclosure Schedule and neither Seller nor any broker is in breach of
any provisions of such Loan Documents.

                       (f) The sale of the Broker Loans by Seller to Buyer on
the date hereof and the assignment of the Assigned Interest by Seller to Buyer
will not conflict with, result in a breach of any of the terms and provisions
of, or constitute (with or without notice or lapse of time or both) a default
under, the related Loan Documents.

                       (g) Seller has provided to Buyer true, correct and
complete copies of each Loan Document and any non-Affiliate predecessor-in-title
documents.

                       (h) Seller has not given its consent to change, nor has
it waived, any term or provision of any Loan Document including, without
limitation, with respect to the amount or time of any payment of principal or
the rate or time of any payment of interest.

                       (i) Except as set forth on Section 4.24(i) of the Seller
Disclosure Schedule, Seller has not effected or received the benefit of any
set-off against a broker or any Obligor on account of the related Assigned
Interest.

                       (j) Except as set forth on Section 4.24(j) of the Seller
Disclosure Schedule, neither Seller nor any predecessor-in-title that is an
Affiliate of Seller has received any written notice that (A) any payment or
other transfer made to or for the account of Seller from or on account of any
Obligor under the Assigned Interests is or may be void or voidable as an actual
or constructive fraudulent transfer or as a preferential transfer or (B) the
Assigned Interests, or any portion of them, are void, voidable, unenforceable or
subject to any impairment.

                       (k) Neither Seller nor any predecessor-in-title that is
an Affiliate of Seller is a party to or bound by or has actual knowledge of any
document, instrument or agreement (other than the Loan Documents) with respect
to the Assigned Interests that could materially and adversely affect the
Assigned Interests or Buyer's rights and remedies under this Agreement.

                       (l) Each Broker Loan (A) is denominated and payable only
in United States dollars, (B) was not made principally for the purpose of
financing the purchase of real property, (C) is not an operating lease, (D) has
not been subordinated or rescinded and (E) was created in compliance with and
does not contravene in any material respect any applicable law.

                       (m) Each Broker Loan, together with the related Loan
Documents and any note or other document that evidences any Broker Loan, shall
at all times be the legal, valid and binding payment obligation of the related
Obligor, enforceable against the related Obligor in accordance with its terms,
except as such enforceability may be limited by applicable bankruptcy,
reorganization, insolvency, moratorium or other laws affecting creditors' rights
generally, and except as such enforceability may be limited by general
principals of equity (whether considered in a suit at law or in equity).

                       (n) In respect of any Broker Loan evidenced by a note or
notes for which the related note or notes are missing, (A) none of the related
Loan Documents require presentation of the note or notes as a condition to the
collection of payment of the loan and (B) the right to payment of the Broker
Loan is otherwise evidenced by the related Loan Documents (other than by the
note or notes).

                                   ARTICLE V
               REPRESENTATIONS AND WARRANTIES OF PARENT AND BUYER

         Each of Parent and Buyer hereby represents and warrants to Seller
Parent and Company as follows:

                  5.01 Organization; Authority.

                       (a) Buyer is a corporation duly organized, validly
existing and in good standing under the laws of Delaware, and has all requisite
corporate power and authority to enter into this Agreement and any instruments
and agreements contemplated herein required to be executed and delivered
pursuant to this Agreement to which it is a party (including the Ancillary
Agreements, which are collectively referred to herein as the "Buyer Related
Instruments") and to consummate the transactions contemplated hereby and
thereby. Parent is a corporation duly organized and valid by subsisting under
the laws of the province of Ontario, and has all requisite power and authority
to enter into this Agreement, the Buyer Related Instruments, as applicable, and
to consummate the transactions contemplated hereby and thereby, except where the
failure to be so qualified or licensed or in good standing would not have a
Material Adverse Effect on Buyer and Parent, taken as a whole. The execution,
delivery and performance of this Agreement and Buyer Related Instruments and the
consummation of the transactions contemplated hereby and thereby have been duly
authorized by all necessary corporate action on the part of each of Parent and
Buyer. This Agreement has been, and each of Buyer Related Instruments shall be,
duly executed and delivered by each of Parent and Buyer, as applicable, and
constitutes a valid and binding obligation of each of Parent and Buyer,
enforceable against Parent and Buyer, as the case may be, in accordance with its
terms, except that (i) such enforcement may be subject to bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or hereafter in
effect relating to creditors' rights, and (ii) the remedy of specific
performance and injunctive and other forms of equitable relief may be subject to
equitable defenses and to the discretion of the court before which any
proceeding therefor may be brought.

                       (b) In addition, the Debentures at the Brokerage Closing
Date, will have been duly executed by Issuer and, when issued and delivered in
respect of the consideration therefore as provided in this Agreement, will
constitute valid and binding obligations of Issuer, enforceable against Issuer
in accordance with their terms, except that (i) such enforcement may be subject
to bankruptcy, insolvency, reorganization, moratorium or other similar laws now
or hereafter in effect relating to creditors' rights, and (ii) the remedy of
specific performance and injunctive and other forms of equitable relief may be
subject to equitable defenses and to the discretion of the court before which
any proceeding therefor may be brought.

                  5.02 No Violation; Consents and Approvals. The execution and
delivery of this Agreement and Buyer Related Instruments do not, and the
consummation of the transactions contemplated hereby or thereby and compliance
with the terms hereof or thereof will not violate or be in conflict with, (a)
any provision of the charter or by-laws of Parent or Buyer (or equivalent
documents), (b) any material Law applicable to Parent or Buyer or the property
or assets of Parent or Buyer or (c) in any material respect, any note, bond,
mortgage, indenture, license, agreement, lease or other instrument or obligation
to which Parent or Buyer is a party or by which Parent or Buyer may be bound or
affected or to which any of their respective assets may be subject. Except for
the requirements of the HSR Act, the registration and filing requirements set
forth in the Registration Rights Agreement, state or provincial securities or
blue sky laws requirements in connection with the sale of the Debentures and as
set forth in Section 5.02 of the Buyer Disclosure Schedule, no consent,
approval, order or authorization of, or notice to, or registration, declaration
or filing with, any Governmental Entity or any third party is required to be
obtained or made by or with respect to Parent or Buyer in connection with the
execution and delivery of this Agreement or Buyer Related Instruments or the
consummation by Parent or Buyer, as the case may be, of the transactions
contemplated hereby or thereby.

                  5.03 Litigation. Except as set forth in Section 5.03 of the
Buyer Disclosure Schedule, there is no material claim, action, suit, proceeding,
investigation or inquiry pending, asserted or, to Buyer's knowledge, threatened
during the one year period prior to the date hereof, against Buyer or Parent by
or before any Governmental Entity, or by or on behalf of any third party, which
challenges the validity of this Agreement or any Buyer Related Instrument or
which, if adversely determined, would adversely affect the ability of Parent or
Buyer to consummate the transactions contemplated by this Agreement or any Buyer
Related Instrument.

                  5.04 Brokers. No broker, finder or financial advisor or other
person is entitled to any brokerage fees, commissions, finders' fees or
financial advisory fees in connection with the transactions contemplated hereby
by reason of any action taken by Parent or Buyer or any of their respective
directors, officers, employees, representatives or agents.

                  5.05 Commission Filings. As of its filing date, each Parent
Commission Document complied as to form in all material respects with the
applicable requirements of the Exchange Act. As of its filing date, each Parent
Commission Document filed pursuant to the Exchange Act did not contain any
untrue statement of a material fact or omit any material fact necessary in order
to make the statements made therein, in the light of the circumstances under
which they were made, not false or misleading.

                  5.06 Financial Statements. The audited consolidated financial
statements and unaudited consolidated interim financial statements of Parent
(including any related notes and schedules) included in its annual reports on
Form 10-K and the quarterly reports on Form 10-Q referred to in this Section
5.06 (collectively, the "Parent Financial Statements") present fairly the
financial position of Parent and its subsidiaries as of the dates thereof and
their results of operations and cash flows for the periods then ended (subject
to normal year-end adjustments and the absence of notes in the case of any
unaudited interim financial statements), in each case in conformity with GAAP
applied on a consistent basis (except as may be indicated in the notes thereto).

                  5.07 Capitalization. As of the date of this Agreement,
Parent's authorized capital stock consists of (i) an unlimited number of
authorized Class A Non-Voting Shares, of which 12,377,857 shares are issued and
outstanding, (ii) 99,680 authorized Class B Voting Shares, of which 99,680
shares are issued and outstanding and (iii) an unlimited number of First
Preference Shares issuable in series, of which no shares are issued or
outstanding. All such issued and outstanding shares are duly authorized and
validly issued, fully paid and nonassessable.

                  5.08 Absence of Undisclosed Liabilities. Except for
liabilities and obligations (i) reflected on the Parent Financial Statements or
(ii) incurred in the ordinary course of business consistent with past practice
since the date of the Parent Financial Statements, neither Buyer nor Parent has
incurred any liabilities or obligations of whatever nature, direct or indirect,
whether accrued, fixed, contingent or otherwise that would be required to be
reflected or reserved against on a consolidated balance sheet of Parent prepared
in accordance with GAAP.

                  5.09 Non-Contravention. The execution, delivery and
performance by Buyer and Parent of this Agreement, and by Issuer of and the
Debentures will not (i) contravene, result in any breach of, or constitute a
default under, or result in the creation of any Lien in respect of any property
of Buyer, Parent or Issuer under any indenture, mortgage, deed of trust, loan,
purchase or credit agreement, lease, corporate charter or by-laws, or any other
material agreement or instrument to which Buyer, Parent or Issuer are bound or
by which any of its prospective properties may be bound or affected, which would
affect the validity of the Debentures or the legal authority of the Issuer to
materially comply with the terms of the Debentures or of Buyer and Parent to
materially comply with the terms of this Agreement, or (ii) violate any
provision of any statute or other rule or regulation of any Governmental Entity
applicable to the Issuer which would affect the validity of the Debentures or
the legal authority of the Issuer to materially comply with the terms of the
Debentures.

                  5.10 Disclosure. No representation or warranty by Buyer,
Parent or Issuer contained in this Agreement, and no statement contained in this
Agreement (the Buyer Related Instruments and the Parent Financial Statements),
list, certificate or other writing furnished or to be furnished by or on behalf
of Buyer, Parent or Issuer to Seller or any of its representatives in connection
with the transactions contemplated hereby, contains or will contain any untrue
statement of a material fact, or omits or will omit to state any material fact
necessary, in light of the circumstances under which it was or will be made, in
order to make the statements herein or therein not misleading, or necessary in
order to fully and fairly provide the information required to be provided in any
such document.

                  5.11 Private Offering. Neither Issuer nor anyone acting on its
behalf has offered the Debentures or any similar securities for sale to, or
solicited any offer to buy any of the same from, or otherwise approached or
negotiated in respect thereof with, any person other than Seller. Neither Issuer
nor anyone acting on its behalf has taken, or will take, any action that would
subject the issuance or sale of the Debentures to the registration requirements
of Section 5 of the Securities Act of 1933, as amended.

5.12 Parent Shares. Upon execution and delivery of the Debentures at Closing,
all Class A Shares that are deliverable upon exchange of the Exchangeable
Debentures shall be duly authorized and reserved for issuance and such Class A
Shares shall be validly issued, fully paid and non-assessable Class A Shares of
Parent. As of the date of this Agreement, the Class A Shares issuable upon
exchange of the Exchangeable Debentures represent 23.5% of the outstanding
common shares of Parent on a fully diluted basis as calculated from the Parent's
financial statements as at September 30, 2002.

                                   ARTICLE VI
                            COVENANTS OF THE PARTIES

                  6.01 Conduct of the Brokerage Business. Except as and to the
extent expressly permitted by this Agreement, during the period from the date of
this Agreement up to the Brokerage Closing Date, Seller shall and shall cause
its Subsidiaries, as applicable, to (i) conduct the Brokerage Business in the
ordinary course consistent with past practice, (ii) use its reasonable best
efforts to preserve its current relationships with its brokers, clients,
customers, suppliers and others having business dealings with it and (iii) pay
Taxes related to the Brokerage Business as they become due and payable. Without
limiting the generality of the foregoing, except as and to the extent set forth
in Section 6.01 of the Seller Disclosure Schedule, during the period from the
date of this Agreement through the Brokerage Closing Date, without the prior
written consent of Buyer, with respect to the Brokerage Business or any of the
Brokerage Assets, Seller shall not and shall cause its Subsidiaries, as
applicable, not to:

                       (a) pay any bonus or increase, decrease or otherwise
modify the rate of compensation of, or pay or agree to pay, or withdrawal or
reduce, any benefit to, any Transferred Employee;

                       (b) amend, change or modify the Grid or pay or agree to
pay any Registered Representative on any basis not in accordance with the Grid;

                       (c) forgive any Broker Loans, except pursuant to the
terms of such Broker Loans as in effect on the date of this Agreement;

                       (d) enter into, adopt, amend or otherwise modify any Plan
that would apply to any Transferred Employee;

                       (e) enter into any collective bargaining agreement or
other labor agreement;

                       (f) sell, lease, transfer or otherwise dispose of any
Brokerage Asset, other than in the ordinary course of business consistent with
past practice;

                       (g) grant or permit the imposition of any Lien on the
Brokerage Assets, except for Permitted Liens;

                       (h) modify, amend, renew or terminate any of the Assumed
Contracts, or enter into any other contract, agreement or commitment which would
be required to be listed in Section 4.11(a) of the Seller Disclosure Schedule;

                       (i) fail to maintain the accounts of the Brokerage
Business and Books and Records in the usual, regular and ordinary manner on a
basis consistently applied;

                       (j) sell, transfer, license, encumber or otherwise
dispose of, or compromise or permit the lapse of the right to use, any of the
Trademarks or Intellectual Property;

                       (k) make any change in the pricing, fees, interest rates
or service charges payable by any customer with respect to any Transferred
Account or institute new pricing, fees, interest rates or service charges
payable by any such customer or otherwise alter the terms of any Customer
Agreement relating to any Transferred Account other than in the ordinary cause
of business and consistent with past practices;

                       (l) except as required by applicable Law, with respect to
any Transferred Account, (i) implement or adopt any change in its risk
management or margin policies, procedures or practices or (ii) make any change
in the process of approving and opening new Customer Accounts, including
establishing credit parameters;

                       (m) cancel any debt or waive any claim or right of
substantial value;

                       (n) take any action that would, or could reasonably be
expected to, cause Seller or its Subsidiaries to be in breach of any
representation, warranty, covenant or agreement contained in this Agreement or
in any of the Ancillary Agreements; and (o) agree, whether in writing or
otherwise, to do any of the foregoing.

                  6.02 Access to Information; Confidentiality.

                       (a) During the period from the date of this Agreement up
to the Brokerage Closing Date, each of Seller and Buyer shall give the other and
its authorized representatives reasonable access, during regular business hours
and upon reasonable notice, to examine and make copies of, all books and records
as they may reasonably request.

                       (b) Following the Brokerage Closing, Buyer shall permit
Seller and its authorized representatives, and Seller shall permit Buyer and its
authorized representatives, during regular business hours and upon reasonable
notice, to have reasonable access to, and examine and make copies of, all books
and records of the Brokerage Business, including as applicable, the Books and
Records, the books of original entry of Seller and agreements that are necessary
to support the account, which relate, (i) to transactions or events occurring
prior to the Brokerage Closing, (ii) events occurring subsequent to the
Brokerage Closing which are related to or arise out of transactions or events
occurring prior to the Brokerage Closing or (iii) the liability of Buyer, Parent
or Seller to provide indemnification pursuant to Article X.

                       (c) Any information received by either Buyer or Seller
pursuant to this Agreement shall be held in confidence in accordance with and
subject to the terms of the Confidentiality Agreement dated as of July 16, 2002
(the "Confidentiality Agreement"); provided, that, not withstanding the
foregoing Seller shall not share any such information with any of its financial
advisors that are competitors to Buyer or its Affiliates.

                  6.03 Reasonable Best Efforts.

                       (a) Subject to the terms and conditions of this
Agreement, each of the parties hereto shall use its reasonable best efforts to
take, or cause to be taken, all actions, and to do, or cause to be done, all
things necessary, proper or advisable under Applicable Laws and regulations to
consummate the transactions contemplated by this Agreement at the earliest
practicable date.

                       (b) Without limiting the generality of Section 6.03(a),
each of the parties hereto shall in good faith, use its reasonable best efforts
to promptly finalize and enter into, as of the Brokerage Closing Date,
definitive agreements with respect to the Asset Management Acquisition,
Conversion Memorandum of Understanding, Sublease, IT Services Agreement, IT
Transfers Agreement and Transition Services Agreement, all such agreements
substantially in accordance with the terms and conditions generally set forth in
the respective term sheets attached as exhibits or schedules, if applicable, to
this Agreement.

                  6.04 Consents.

                       (a) Without limiting the generality of Section 6.03, each
of the parties hereto shall use its reasonable best efforts to obtain all
licenses, permits, authorizations, consents and approvals of all third parties
and Governmental Entities necessary in connection with the consummation of the
transactions contemplated by this Agreement prior to the Brokerage Closing.
Notwithstanding the foregoing, Buyer shall have no obligation to pay any fee to
any third party for the purpose of obtaining any consent or approval or any
costs and expenses of any third party resulting from the process of obtaining
such consent or approval. Each of the parties hereto shall make or cause to be
made all filings and submissions under laws and regulations applicable to it
(and pay any requisite filing fees in connection therewith) as may be required
for the consummation of the transactions contemplated by this Agreement. Buyer
and Seller shall coordinate and cooperate with each other in exchanging such
information and assistance as any of the parties hereto may reasonably request
in connection with the foregoing.

                       (b) Without limiting the generality of Section 6.04(a),
Seller shall use its reasonable best efforts to promptly undertake and make
available the necessary personnel to obtain the written third party consent,
approval or authorization required in connection with the transfer of Seller to
Buyer of any Intellectual Property (including without limitation the
Intellectual Property set forth in Section 4.02(b) of the Seller Disclosure
Schedule). In the event that, after a reasonable period of time, Seller has
failed to obtain any such consent, approval or authorization, Buyer may request
that Seller explain to Buyer the steps it has taken to date, and Buyer may
request that Seller undertake additional, specified, reasonable steps.

                  6.05 HSR Act. Seller and Buyer agree to use reasonable
best efforts to effect all necessary registrations and filings including, but
not limited to, submitting notifications required by the HSR Act, including
therein a request for early termination of the waiting period under the HSR Act,
and providing information requested by authorities. Seller and Buyer each agree
to make, or to cause to be made, an appropriate filing of a notification and
report form pursuant to the HSR Act with respect to the transfer by Seller to
Buyer of the Brokerage Assets within two (2) business days after the date of
this Agreement and to supply promptly any additional information and documentary
material that may be requested pursuant to the HSR Act. Each party to this
Agreement shall coordinate and cooperate fully with the other parties in
exchanging such information and providing such assistance as such other party
may reasonably request in connection with the foregoing and in seeking early
termination of any applicable waiting periods under the HSR Act.

                  6.06 Regulatory Matters.

                       (a) Buyer and Seller shall use their reasonable best
efforts to consummate the transactions contemplated hereby. Each of the parties
hereto shall use its reasonable best efforts to take, or cause to be taken, all
appropriate actions, and to do, or cause to be done, all things necessary,
proper or advisable under Applicable Laws and regulations to consummate and make
effective the transactions contemplated herein, including, without limitation,
(i) cooperating with the other in the preparation and filing of all forms,
notifications, reports and information, if any, required or reasonably deemed
advisable pursuant to any law, statute, rule or regulation including the NASD,
NYSE and other stock exchange rules, (ii) using its reasonable best efforts to
obtain all licenses, permits, consents, approvals, authorizations,
qualifications and orders of any Governmental Entity or other Persons (as are
necessary for the consummation of the transactions contemplated hereby), (iii)
making on a prompt and timely basis all governmental or regulatory notifications
and filings required to be made by it for the consummation of the transactions
contemplated hereby, including but not limited to all Regulatory Documents, (iv)
defending all Legal Proceedings challenging this Agreement or the consummation
of the transactions contemplated hereby and to lift or rescind any injunction or
restraining Order or other Order adversely affecting the ability of the parties
to consummate the transactions contemplated hereby, and (v) executing and
delivering such additional instruments and other documents and shall take such
further actions as may be necessary or appropriate to effectuate, carry out and
comply with all of the terms of this Agreement and the transactions contemplated
hereby. Each party shall promptly advise the other party of any developments
with respect to the foregoing matters.

                       (b) Each party to this Agreement shall, upon request,
furnish each other with all information concerning themselves, directors,
officers and shareholders and such other matters as may be reasonably necessary
or advisable in connection with any statement, filing, notice or application
made by or on behalf of Buyer or Seller to any Governmental Entity in connection
with the transactions contemplated by this Agreement (except to the extent that
such information would be, or relates to information that would be, filed under
a claim of confidentiality).

                       (c) The parties to this Agreement shall promptly advise
each other upon receiving any communication from any Governmental Entity whose
consent or approval is required for consummation of the transactions
contemplated by this Agreement which causes such party to believe that there is
a reasonable likelihood that any requisite regulatory approval will not be
obtained or that the receipt of any such approval will be materially delayed or
that the transactions contemplated hereby will become subject to additional
conditions imposed by such Governmental Entity.

                       (d) Each party to this Agreement shall provide to the
other party, as promptly as practicable after the filing or receipt thereof
(unless a different time period shall otherwise be specified herein), a copy of
all applications, notices, petitions, filings documents and notices referred to
in this Section 6.06.

                  6.07 Discharge of Liens; Payment of Certain Obligations.
Seller shall cause all Liens (other than Permitted Liens) on any Brokerage Asset
to be terminated or otherwise discharged prior to the Brokerage Closing.

                  6.08 Proper Withholding. Company shall comply with all
Applicable Laws relating to the payment and withholding of all Taxes, including
Taxes imposed in respect of payments made pursuant to this Agreement.

                  6.09 Public Announcements. Seller and Buyer shall not (i)
issue any report, statement or press release or otherwise make any public
statement with respect to this Agreement and the transactions contemplated
hereby and, (ii) issue any report, statement or otherwise inform any business or
managers of Seller, without prior consultation with and approval of the other
party, except as may be required by law or may be necessary in order to
discharge its disclosure obligations, in which case such party nevertheless
shall advise the other party and discuss the contents of the disclosure before
issuing any such report, statement or press release.

                  6.10 Securities. From the date of this Agreement until the
Brokerage Closing Date, Seller shall not, and shall cause each of its Affiliates
not to, directly or indirectly, purchase or otherwise acquire, agree to acquire
or offer to acquire any voting or non-voting security or direct or indirect
rights or options to acquire any voting or non-voting security of Parent or
Buyer.

                  6.11 New York Headquarters Assets. On or after the Brokerage
Closing Date, Buyer shall be responsible for moving to a location of its choice
those Brokerage Assets that are located in the New York Headquarters.

                  6.12 Tax Information Reporting. Company shall, for the period
from January 1, 2002 through the Brokerage Closing Date, provide customers of
the Brokerage Business with all applicable forms required for Tax information
reporting purposes (such as Forms 1099, 945, 1042 and 1042-S) with respect to
the accounts of such customers and Buyer shall, for the period on or after the
Brokerage Closing Date, provide such customers with such forms.

                  6.13 Pending Tax Claims. Company shall, at least five (5)
business days prior to the Brokerage Closing Date, inform Buyer whether there
are any pending claims that have been asserted or proposed by any Tax authority
of a jurisdiction where Company does not file Tax Returns with respect to the
Brokerage Business to the effect that Company is or may have been subject to
taxation by that jurisdiction based solely on the operation of the Brokerage
Business.

                  6.14 Reservation of Stock. Parent shall at all times reserve
and keep available, solely for issuance and delivery upon exchange of the
Exchangeable Debentures, the number of Class A Shares from time to time issuable
upon exchange of all Exchangeable Debentures at the time outstanding.

                  6.15 Litigation Cooperation. In connection with Seller's
retention of all pre-closing Litigation pursuant to this Agreement, Buyer agrees
to respond to all reasonable requests by Seller and reasonably cooperate with
Seller in connection with the defense and resolution of the Litigation,
including (a) providing Seller with reasonable access at reasonable hours to all
Books and Records and personnel, including the Transferred Employees, (b)
permitting employees and personnel, including the Transferred Employees, to
respond to reasonable requests for interviews, depositions, testimony,
interrogatories and other information in connection with such litigation and
claims and any proceedings in connection therewith; in each case, provided
access and such responses shall not disrupt Buyer's business activities or
prevent Transferred Employees from performing their duties. Seller's defense of
the Litigation and Buyer's cooperation therewith shall have no effect on the
provisions of Section 10.07.

                  6.16 Resolution of Excluded Accounts. Seller agrees, if
requested by Buyer to use its reasonable best efforts to resolve any impediments
with respect to any Excluded Account so as to enable such account to become a
Transferred Account.

                  6.17 Seller Officer's Certificate.

                       (a) (i) At the Brokerage Closing, Seller shall deliver an
officer's certificate, signed by the chief executive officer or president of
Seller, certifying, to the best of such officer's knowledge after due inquiry,
that (i) the Fundamental Representation is true, complete and correct in all
respects (subject to any exceptions contained therein) as of the date when made
and at and as of the Brokerage Closing Date, as though such Fundamental
Representation was made at and as of the Brokerage Closing Date, except that
such representation shall be true, complete and correct only as of the date
referred to therein and (ii) all representations and warranties of Seller in
this Agreement other than the Fundamental Representation are true, complete and
correct in all respects, as of the date when made and at and as of the Brokerage
Closing Date, as though such representations and warranties were made at and as
of the Brokerage Closing Date, except that representations and warranties that
by their terms speak as of the date of this Agreement or as of another specified
date shall be true, complete and correct only as of such date;

                       (b) if the officer's certificate called for in subsection
(a)(i) above discloses exceptions to the Fundamental Representation, and the
matters disclosed in such exceptions could reasonably be expected to result in a
reduction in aggregate revenues set forth on the Fundamental Schedule (the
"Estimated Revenue Loss") in an aggregate amount:

                           (i) less than 10% of the aggregate revenues set forth
                  on the Fundamental Schedule, then Buyer and Parent shall be
                  entitled to make a Seller Claim for indemnification under
                  Article X for the full amount determined in accordance with
                  this Section 6.17(b)(i) and receive the expense reimbursement
                  set forth in subsection (e) below;

                           (ii) equal to or greater than 10% of the aggregate
                  revenues set forth on the Fundamental Schedule (such
                  percentage, to the extent in excess of 10%, being referred to
                  as the "Excess Percentage"), then (A) the principal amount of
                  the Zero Coupon Note to be issued at the Brokerage Closing
                  shall be reduced by an amount equal to the product of (x) the
                  original outstanding principal amount of the Zero Coupon Note
                  and (y) the Excess Percentage and (B) Buyer and Parent shall
                  be entitled to make a Seller Claim for indemnification under
                  Article X for the full amount in accordance with this Section
                  6.17(b)(ii) including the amount not reimbursed pursuant to
                  the offset in this paragraph and receive the expense
                  reimbursement set forth in subsection (e) below.

                       (c) if the officer's certificate called for in subsection
(a) above discloses exceptions to the representations and warranties (other than
the Fundamental Representation), Buyer and Parent shall be entitled to make a
Seller Claim for indemnification under Article X and receive the expense
reimbursement set forth in subsection (e) below.

                       (d) Any dispute as to the Estimated Revenue Loss shall be
resolved by the Independent Accounting Firm; the determination of the
Independent Accounting Firm shall be made as promptly as practicable and shall
be final. Seller shall be responsible for all expenses relating to the
engagement of the Independent Accounting Firm.

                       (e) Notwithstanding anything to the contrary set forth in
this Agreement, including Article X, the parties agree and acknowledge that,
with respect to any Seller Claim arising out of this Section 6.17, Seller shall
pay all of Buyer's and any other Buyer Indemnitees' aggregate legal fees, costs
and other expenses arising as a result of, incurred in connection with or
related to such Seller Claim, to the extent such Seller Claim is not finally
adjudicated against Buyer.

                  6.18 Excess Wealth Plus Payments. Buyer shall apply all Excess
Wealth Plus Payments to the payment of the Zero Coupon Notes immediately, and in
any event, within five (5) business days, after receipt or realization thereof
upon the departure of a Transferred Employee subject to the Wealth Plus Plan.

                                  ARTICLE VII
                       CONDITIONS TO OBLIGATIONS OF SELLER

                  7.01 Conditions. The obligation of Seller to consummate the
transactions contemplated by this Agreement is subject to the fulfillment at or
prior to the Brokerage Closing of each of the following conditions (any or all
of which may be waived in whole or in part by Seller):

                       (a) Performance. Parent and Buyer shall have performed
and complied, in all material respects, with all agreements, obligations,
covenants and conditions required by this Agreement to be so performed or
complied with by Parent or Buyer, as the case may be, at or prior to the
Brokerage Closing.

                       (b) No Violation of Orders, Injunction or Regulatory
Actions. No preliminary or permanent injunction or other order issued by any
Governmental Entity, no statute, rule or regulation, promulgated or enacted by
any Governmental Entity and no judgment, order, injunction or decree issued by a
court of competent jurisdiction that prevents, restrains or prohibits the
consummation of the transactions contemplated by this Agreement shall be in
effect. No actions, suits, claims, proceedings, investigations or inquiries
shall have been commenced (and not have been dismissed) by or on behalf of any
Governmental Entity.

                       (c) NYSE and TSX Approval. The NYSE and the TSX shall
have approved the transactions contemplated by this Agreement.

                       (d) HSR Act Waiting Periods. Any waiting period (or an
extension thereof) applicable to this Agreement and the transactions
contemplated hereby under the HSR Act shall have expired or shall have been
terminated.

                       (e) Governmental Approvals. All consents and approvals of
any Governmental Entity required to consummate the transactions contemplated
hereby shall have been obtained, except where the failure to obtain any such
consent or approval would not materially impair the ability of Seller to
transfer the Brokerage Assets to Buyer.

                       (f) Documents. Seller shall have received the Buyer
Related Instruments duly executed by each party thereto (other than Seller and
its Affiliates).

                                  ARTICLE VIII
                       CONDITIONS TO OBLIGATIONS OF BUYER

                  8.01 Conditions. The obligations of Buyer and Parent to
consummate the transactions contemplated by this Agreement are subject to the
fulfillment at or prior to the Brokerage Closing of each of the following
conditions (any or all of which may be waived in whole or in part by Buyer or
Parent):

                       (a) Performance. Seller and its Subsidiaries, as
applicable, shall have performed and complied, in all material respects, with
all agreements, obligations, covenants and conditions required by this Agreement
to be so performed or complied with by Seller or its Subsidiaries, as the case
may be, at or prior to the Brokerage Closing.

                       (b) No Violation of Orders, Injunction or Governmental
Entity. No preliminary or permanent injunction or other order issued by any
Governmental Entity, no statute, rule or regulation, promulgated or enacted by
any Governmental Entity and no judgment, order, injunction or decree issued by a
court of competent jurisdiction that prevents, restrains or prohibits the
consummation of the transactions contemplated by this Agreement shall be in
effect. No actions, suits, claims, proceedings, investigations or inquiries
shall have been commenced (and not have been dismissed) by or on behalf of any
Governmental Entity.

                       (c) NYSE and TSX Approval. The NYSE and the TSX shall
have approved the transactions contemplated by this Agreement.

                       (d) HSR Act Waiting Periods. Any waiting period (or an
extension thereof) applicable to this Agreement and the transactions
contemplated hereby under the HSR Act shall have expired or shall have been
terminated.

                       (e) Governmental Approvals. All consents and approvals of
any Governmental Entity required to consummate the transactions contemplated
hereby shall have been obtained, except where the failure to obtain any such
consent or approval would not materially impair the ability of Parent or Buyer
to perform their obligations under the Agreement or to operate the Brokerage
Business after the Brokerage Closing Date as currently conducted by Company.

                       (f) Documents. Buyer shall have received Seller Related
Instruments, in each case, duly executed by each party thereto (other than Buyer
or Parent).

                       (g) Consents and Approvals. All material licenses,
Permits, consents, approvals, estoppels and authorizations of all third parties
shall have been obtained which are necessary, in the reasonable opinion of
Buyer, in connection with (a) the execution and delivery by Seller of the
Agreement and Seller Related Instruments, (b) the consummation by Seller of the
transactions contemplated hereby and thereby and the compliance by Seller with
its obligations hereunder and thereunder, (c) the ownership or operation by
Buyer of the Brokerage Business or the Brokerage Assets or (d) the conduct by
Buyer of the Brokerage Business after the Brokerage Closing substantially as
operated by the Company prior to the date hereof.

                       (h) Loan Agreement. The transactions contemplated by the
Loan Agreement shall have closed.

                                   ARTICLE IX
                        TERMINATION, AMENDMENT AND WAIVER

                  9.01 Termination. This Agreement may be terminated and the
transactions contemplated hereby may be abandoned at any time prior to the
Brokerage Closing:

                       (a) by mutual written agreement of Buyer and Seller; and

                       (b) at any time after March 31, 2003, by either Buyer or
Seller, if the Brokerage Closing shall not have occurred for any reason, other
than a breach of this Agreement by the terminating party.

                  9.02 Procedure and Effect of Termination. In the event of the
termination of this Agreement and the abandonment of the transactions
contemplated hereby pursuant to Section 9.01(b), written notice thereof shall
forthwith be given by the party so terminating to the other parties, and this
Agreement shall terminate, and the transactions contemplated hereby shall be
abandoned, without further action by Seller or Buyer. The obligations provided
for in this Section 9.02 and Section 10.01 and the confidentiality provision
contained in Section 6.02 shall survive any termination of this Agreement.

                  9.03 Other Remedies. In no event shall termination of this
Agreement limit or restrict the rights and remedies of any party hereto against
any other party which has breached the terms of this Agreement prior to
termination hereof.

                  9.04 Amendment, Modification and Waiver. This Agreement may be
amended, modified or supplemented at any time by written agreement of the
parties hereto. Any failure of a party to comply with any term or provision of
this Agreement may be waived by the other parties at any time by an instrument
in writing signed by or on behalf of such other parties, but such waiver or
failure to insist upon strict compliance with such term or provision shall not
operate as a waiver of, or estoppel with respect to, any subsequent or other
failure to comply.

                                   ARTICLE X
         FEES AND EXPENSES: SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION

                  10.01 Fees and Expenses. Whether or not the transactions
contemplated hereby are consummated pursuant hereto, Seller, on the one hand,
and Buyer on the other hand, shall pay all fees and expenses incurred by such
person or on such person's behalf in connection with or in anticipation of this
Agreement and the consummation of the transactions contemplated hereby.

                  10.02 Survival of Representations. The representations and
warranties in this Agreement and in any other document delivered in connection
herewith shall survive the Brokerage Closing for three years regardless of any
investigation made by or on behalf of any party hereto; provided, that, the
representations made in Sections 4.01, 4.02, 4.06, 4.09(g), 4.14, 4.15, 5.01 and
5.02 shall survive indefinitely.

                  10.03 Seller's Agreement to Indemnify. Upon the terms and
subject to the conditions of this Article X, Seller Parent and Company agree,
jointly and severally, to indemnify, defend and hold harmless Parent, Buyer and
their respective directors, officers, employees, representatives and Affiliates
(collectively, "Buyer Indemnitees"), at any time and from time to time after the
Brokerage Closing, from and against all demands, claims, actions or causes of
action, assessments, losses, damages, liabilities, costs and expenses, including
interest, penalties and reasonable attorneys' fees and expenses (collectively,
"Damages"), asserted against, resulting to, imposed upon or incurred by Buyer
Indemnitees, directly or indirectly, by reason of or resulting from: (a)
liabilities, obligations or claims of or against Seller Parent, Company or any
of their Affiliates or relating to the Brokerage Business or the Brokerage
Assets (whether absolute, accrued, contingent or otherwise) existing as of the
Brokerage Closing Date or arising out of facts, conditions or circumstances
occurring prior to the Brokerage Closing Date, whether or not such liabilities,
obligations or claims were known or disclosed at the time of the Brokerage
Closing (other than the Assumed Liabilities); (b) breach of any representation
or warranty of Seller Parent or Company contained in or made pursuant to this
Agreement or any facts or circumstances constituting such a breach (disregarding
for this purpose all qualifications therein with respect to knowledge,
materiality or Material Adverse Effect); (c) breach of any covenant or agreement
of Seller Parent or Company contained in or made pursuant to this Agreement or
any facts or circumstances constituting such breach; (d) any of the Excluded
Assets; (e) any of the Excluded Liabilities; (f) any failure by Seller to comply
with any "bulk sales" laws applicable to the transactions contemplated hereby;
or (g) any liabilities, obligations or claims of against Buyer or any of its
Affiliates, or any of their officers, directors or employees relating to actions
taken by Buyer or any of its Affiliates pursuant to Section 2.10 (the items
referred to in clauses (a) through (g) being collectively referred to herein as
the "Seller Claims"); provided, however, that Seller Parent and Company shall
have no obligation to indemnify the Buyer Indemnitees for any Seller Claims
(other than pursuant to Section 6.17) until the Buyer Indemnitees have suffered
Damages in excess of $1,000,000 in the aggregate with all other Seller Claims at
which point Seller Parent and Company shall be obligated to indemnify the Buyer
Indemnitees for all Damages which exceed $1,000,000. In satisfaction of any
indemnity obligations to Parent, Buyer or any of their direct or indirect
subsidiaries, Seller may, in its discretion, (A) pay any amounts payable
pursuant to this Section 10.03 in cash, or (B) reduce by such amounts the then
outstanding principal amount of first, the First Exchangeable Debenture, second,
the Interim Debenture, third, the Zero Coupon Note, and fourth, any other debt
owed by Parent, Buyer or any of their Affiliates to Seller.

                  10.04 Seller's Limitation of Liability. Anything in this
Agreement to the contrary notwithstanding, the liability of Seller Parent and
Company to indemnify Buyer Indemnitees pursuant to Section 10.03(b) against any
Damages sustained by reason of any Seller Claim thereunder for a breach of any
representation or warranty of Seller Parent or Company shall:

                       (a) be limited to Seller Claims as to which any of Buyer
Indemnitees has given Seller written notice thereof on or prior to the date, if
any, on which survival of such representation or warranty terminates pursuant to
Section 10.02, whether or not any Damages have then actually been sustained; and

                       (b) not exceed the sum of (i) the Purchase Price and (ii)
the original principal amount of the Broker Loans.

                  10.05 Parent's and Buyer's Agreement to Indemnify. Upon the
terms and subject to the conditions of this Article X, Parent and Buyer agree,
jointly and severally, to indemnify, defend and hold harmless Seller, and its
directors, officers, employees, representatives and Affiliates (collectively,
the "Seller Indemnitees") at any time and from time to time after the Brokerage
Closing, from and against all Damages asserted against, resulting to, imposed
upon or incurred by Seller Indemnitees, directly or indirectly, by reason of or
resulting from: (a) liabilities, obligations or claims relating to the Brokerage
Business or the Brokerage Assets (whether absolute, accrued, contingent or
otherwise) arising out of facts, conditions or circumstances occurring on or
after the Brokerage Closing Date; (b) breach of any representation or warranty
of Buyer or Parent contained in or made pursuant to this Agreement or any facts
or circumstances constituting such a breach (disregarding for this purpose all
qualifications therein with respect to knowledge, materiality or Material
Adverse Effect); (c) breach of any covenant or agreement of Buyer or Parent
contained in or made pursuant to this Agreement or any facts or circumstances
constituting such a breach; or (d) any of the Assumed Liabilities (the items
referred to in clauses (a) through (d) being collectively referred to herein as
the "Buyer Claims"); provided, however, that Buyer and Parent shall have no
obligation to indemnify the Seller Indemnitees for any Buyer Claims until the
Seller Indemnitees have suffered Damages in excess of $1,000,000 in the
aggregate with all other Buyer Claims at which point Buyer and Parent shall be
obligated to indemnify the Seller Indemnitees for all Damages which exceed
$1,000,000. In satisfaction of any indemnity obligations to Company, Seller
Parent or any of their direct or indirect subsidiaries, Parent and Buyer may, in
their discretion, (A) pay any amounts payable pursuant to this Section 10.05 in
cash, or (B) reduce the then outstanding principal amount of any indebtedness or
other payment obligation owed by Seller or any of its Affiliates to Parent or
Buyer, by such amount.

                  10.06 Parent's and Buyer's Limitation of Liability. Anything
in this Agreement to the contrary notwithstanding, the liability of Parent and
Buyer to indemnify Seller Indemnitees pursuant to Section 10.05(b) against any
Damages sustained by reason of any Buyer Claim thereunder for a breach of any
representation or warranty of Parent or Buyer:

                       (a) shall be limited to Buyer Claims as to which any of
Seller Indemnitees has given Parent or Buyer written notice thereof on or prior
to the date, if any, on which survival of such representation or warranty
terminates pursuant to Section 10.02, whether or not any Damages have then
actually been sustained; and

                       (b) not exceed the sum of (i) the Purchase Price and (ii)
the original principal amount of the Broker Loans.

                  10.07 Conditions of Indemnification. The obligations and
liabilities of Seller Parent, Company, Parent and Buyer with respect to Buyer
Claims or Seller Claims (collectively, "Claims") made by third parties shall be
subject to the following terms and conditions:

                       (a) The indemnified party shall give the indemnifying
party prompt notice of any such Claim, and the indemnifying party shall have the
right to undertake the defense thereof by representatives chosen by it;

                       (b) If the indemnifying party, within a reasonable time
after notice of any such Claim, fails to defend the indemnified party against
which such Claim has been asserted, the indemnified party shall (upon further
notice to the indemnifying party) have the right to undertake the defense,
compromise or settlement of such Claim on behalf of and for the account and risk
of the indemnifying party subject to the right of the indemnifying party to
assume the defense of such Claim at any time prior to settlement, compromise or
final determination thereof; and

                       (c) Anything in this Article X to the contrary
notwithstanding, (i) if there is a reasonable probability that a Claim may
materially and adversely affect the indemnified party other than as a result of
money damages or other money payments, the indemnified party shall have the
right, at its own cost and expense, to defend, compromise or settle such Claim,
and (ii) the indemnifying party shall not, without the written consent of the
indemnified party, settle or compromise any Claim or consent to the entry of any
judgment in any manner that admits wrongdoing or any violation of law or which
does not include as an unconditional term thereof the giving by the claimant or
the plaintiff to the indemnified party a release from all liability in respect
to such Claim.

                  10.08 Cooperation. If requested by the indemnifying party, the
indemnified person shall cooperate with the indemnifying party and its counsel
in contesting any Claim which the indemnifying party elects to contest or, if
appropriate, in making any counterclaim against the person asserting the Claim
or any cross-complaint against any person and further agrees to take such other
action as reasonably may be requested by an indemnifying party to reduce or
eliminate any loss or expense for which the indemnifying party would have
responsibility, but the indemnifying party shall reimburse the indemnified
person for any expenses incurred by it in so cooperating or acting at the
request of the indemnifying party.

                  10.09 Other Indemnification Provisions.

                       (a) The amount of Damages incurred by any indemnified
party shall be reduced by and to the extent that such indemnified party shall
have received proceeds under insurance policies, risk sharing pools, or similar
arrangements specifically as a result of, and in compensation for, the subject
matter of the Claim in respect of such Damages, net of any increased premiums
resulting from or similar costs arising out of the making of such claims against
such insurance or other arrangements.

                       (b) The determination of the amount of Damages sustained
by any indemnified party in respect of any Claim shall not be reduced by Tax
benefits, if any, resulting from or relating to such Claim.

                                   ARTICLE XI
                                  MISCELLANEOUS

                  11.01 Further Assurances. From time to time after the
Brokerage Closing Date, at the request of the other party hereto and at the
expense of the party so requesting, Seller and Buyer shall execute and deliver
to such requesting party such documents and take such other action as such
requesting party may reasonably request in order to consummate more effectively
the transactions contemplated hereby. 11.02 Notices. All notices, requests,
demands, waivers and other communications required or permitted to be given
under this Agreement shall be in writing and shall be deemed to have been duly
given if delivered personally, by mail (certified or registered mail, return
receipt requested) or by facsimile transmission (receipt of which is confirmed):

                        (a) If to Parent or Buyer, to:

                                 Fahnestock Viner Holdings Inc.
                                 P.O. Box 2015, Suite 1110
                                 20 Eglinton Avenue West
                                 Toronto, Ontario M4R 1K8
                                 CANADA
                                 Attention:  A.G. Lowenthal
                                 Telephone:  (212) 668-5782
                                 Facsimile:  (212) 943-8728
                                 Email:  alowenthal@fahnestock.com

                           With a copy to:

                                 Borden Ladner Gervais LLP
                                 Scotia Plaza, Suite 4400
                                 40 King Street West
                                 Toronto, Ontario M5H 3Y4
                                 CANADA
                                 Attention:  A. Winn Oughtred, Esq.
                                 Telephone:  (416) 367-6247
                                 Facsimile:  (416) 361-7076
                                 Email:  woughtred@blgcanada.com

                           and

                                 Skadden, Arps, Slate, Meagher & Flom LLP
                                 Four Times Square
                                 New York, NY  10036
                                 Attention:  Patricia Moran, Esq.
                                 Telephone:  (212) 735-3130
                                 Facsimile:  (917) 777-3130
                                 Email:  pmoran@skadden.com

(b) If to Seller Parent or Company, to:

                                 Canadian Imperial Bank of Commerce
                                 Commerce Court West
                                 Toronto, Ontario M5L 1A2
                                 CANADA
                                 Attention:   Gerry McCaughey
                                 Telephone:  (416) 980-2211
                                 Facsimile:  (416) 332-4316
                                 Email:      gerrry.mccaughey@cibc.com

                           With a copy to:

                                 Mayer, Brown, Rowe & Maw
                                 1675 Broadway
                                 New York, NY 10019-5820
                                 Attention:  James B. Carlson, Esq.
                                 Telephone:  (212) 506-2515
                                 Facsimile:   (212) 849-5515
                                 Email:  jcarlson@mayerbrownrowe.com

                           and

                                 CIBC Legal and Compliance
                                 245 Park Avenue
                                 42nd Floor
                                 New York, NY  10167
                                 Attention:  Michael Capatides, Esq.
                                 Telephone:  (917) 332-4108
                                 Facsimile:  (917) 332-4316
                                 Email:  michael.capatides@us.cibc.com

or to such other person or address as any party shall specify by notice in
writing to the other party. All such notices, requests, demands, waivers and
communications shall be deemed to have been received on the date on which so
hand-delivered, on the third business day following the date on which so mailed
and on the date on which faxed and confirmed, except for a notice of change of
address, which shall be effective only upon receipt thereof.

                  11.03 Bulk Sales Laws. Each party hereto hereby waives
compliance by Buyer and Seller with the provisions of the "bulk sales," "bulk
transfer" and similar laws of any state. Seller shall indemnify Buyer against
all losses incurred by Buyer or any of its officers, directors or Affiliates as
a result of such failure to comply.

                  11.04 Entire Agreement. This Agreement, the Buyer Disclosure
Schedule, the Seller Disclosure Schedule, the Confidentiality Agreement, the
Ancillary Agreements and the exhibits, schedules and other documents referred to
herein which form a part hereof contain the entire understanding of the parties
hereto with respect to their subject matter. This Agreement supersedes all prior
agreements and understandings, oral and written, with respect to its subject
matter.

                  11.05 Severability. Should any provision of this Agreement for
any reason be declared invalid or unenforceable, such decision shall not affect
the validity or enforceability of any of the other provisions of this Agreement,
which other provisions shall remain in full force and effect and the application
of such invalid or unenforceable provision to persons or circumstances other
than those as to which it is held invalid or unenforceable shall be valid and be
enforced to the fullest extent permitted by law.

                  11.06 Binding Effect; Assignment. This Agreement and all of
the provisions hereof shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, executors, successors and permitted
assigns, neither this Agreement nor any of the rights, interests or obligations
hereunder shall be assigned, directly or indirectly, by (i) Buyer or Parent
without the consent of Seller and (ii) Seller, without the prior written consent
of Parent, except that each party may assign its rights, interests and
obligation, without the written consent of the other parties or to any
wholly-owned subsidiary; provided, that no assignment shall limit or affect the
assignor's obligations hereunder.

                  11.07 No Third-Party Beneficiaries. This Agreement is not
intended and shall not be deemed to confer upon or give any person except the
parties hereto and their respective successors and permitted assigns any remedy,
claim, liability, reimbursement, cause of action or other right under or by
reason of this Agreement.

                  11.08 Counterparts. This Agreement may be executed
simultaneously in counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.

                  11.09 Headings. The article and section headings contained in
this Agreement are solely for the purpose of reference, are not part of the
agreement of the parties and shall not in any way affect the meaning or
interpretation of this Agreement.

                  11.10 Governing Law; Jurisdiction.

                       (a) This Agreement shall be construed, performed and
enforced in accordance with, and governed by, the laws of the State of New York,
without giving effect to the principles of conflicts of laws thereof.

                       (b) Each party irrevocably submits to the exclusive
jurisdiction of (i) the Supreme Court of the State of New York, New York County,
and (ii) the United States District Court for the Southern District of New York,
for the purposes of any suit, action or other proceeding arising out of this
Agreement or any transaction contemplated hereby. Each party agrees to commence
any action, suit or proceeding relating hereto either in the United States
District Court for the Southern District of New York or if such suit, action or
other proceeding may not be brought in such court for reasons of subject matter
jurisdiction, in the Supreme Court of the State of New York, New York County.
Each party irrevocably and unconditionally waives any objection to the laying of
venue of any action, suit or proceeding arising out of this Agreement or the
transactions contemplated hereby in (A) the Supreme Court of the State of New
York, New York County, or (B) the United Sates District Court for the Southern
District of New York, and hereby further irrevocably and unconditionally waives
and agrees not to plead or claim in any such court that any such action, suit or
proceeding brought in any such court has been brought in an inconvenient forum.

                  11.11 Waiver of Jury Trial. Each party hereby waives its
respective rights to a jury trial of any claim or cause of action based upon or
arising out of this agreement or any dealings between them relating to the
subject matter of this agreement and the relationship that is being established.
The scope of this waiver is intended to be all-encompassing of any and all
disputes that may be filed in any court and that relate to the subject matter of
this agreement, including, without limitation, contract claims, tort claims,
breach of duty claims, and all other common law and statutory claims. The
parties acknowledge that this waiver is a material inducement to enter into a
business relationship, that each party has already relied on the waiver in
entering into this agreement and that each party will continue to rely on the
waiver in their related future dealings. Each party further warrants and
represents it has reviewed this waiver with its legal counsel, and that each
knowingly and voluntarily waives its jury trial rights following consultation
with legal counsel. This waiver is irrevocable, meaning that it may not be
modified either orally or in writing, and the waiver shall apply to any
subsequent amendments, renewals, supplements or modifications to this agreement
or to any other documents or agreements relating to the transaction contemplated
hereby. In the event of litigation, this agreement may be filed as a written
consent to a trial by the court.

                  11.12 Specific Performance. Each of the parties hereto
acknowledges and agrees that in the event of any breach of this Agreement, each
non-breaching party would be irreparably and immediately harmed and could not be
made whole by monetary damages. It is accordingly agreed that the parties hereto
(a) will waive, in any action for specific performance, the defense of adequacy
of a remedy at law and (b) shall be entitled, in addition to any other remedy to
which they may be entitled at law or in equity, to compel specific performance
of this Agreement in any action instituted hereunder.


                            [SIGNATURE PAGE FOLLOWS]

                                       1
<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.

                                       FAHNESTOCK VINER HOLDINGS INC.



                                        /s/  A. G. Lowenthal
                                       ______________________________
                                        Name: A. G. Lowenthal
                                        Title:  Chief Executive Officer and
                                                Chairman of the Board


                                       VINER FINANCE INC.


                                       /s/  Elaine Roberts
                                       _______________________________
                                       Name:  Elaine Roberts
                                       Title:  President


                                       CIBC WORLD MARKETS CORP.



                                       /s/  Michael Capatides
                                       ______________________________
                                       Name: Michael Capatides
                                       Title: General Counsel


                                      CANADIAN IMPERIAL BANK OF COMMERCE



                                       /s/  Gerry McCaughey
                                       ______________________________
                                       Name: Gerry McCaughey
                                       Title:  Senior Executive Vice-President
<PAGE>

                                   Schedule I
                        Term Sheet Governing Acquisition
                        of the Asset Management Business

                                                                 3
<PAGE>




                                   Schedule II
                                 Acquired Assets

o        the name "Oppenheimer" and any other trade name included in the
         Trademarks or Intellectual Property and all derivatives thereof.


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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