REVOLVING NOTE AND CASH SUBORDINATION AGREEMENT

THIS AGREEMENT is entered into this 28 day of November 2005, between National Financial Services LLC (the "Lender") and Thomas Weisel Partners LLC (the "Organization").

WHEREAS, the Lender is willing to make Advances (each, an "Advance," collectively, the "Advances") to the Organization from time to time through the 28^th day of November 2007 ("Scheduled Maturity Date"), as reflected on the Revolving Note (Exhibit A).

NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, the parties hereto agree as follows:

1.  GENERAL

(i) The Lender agrees that from time to time between this 28 day of November 2005 and 28 day of November 2006 (the "Credit Period") it will lend to the Organization sums which, in the aggregate principal amount outstanding at any one time, shall not exceed $40,000,000.00 (the "Credit").

(ii) During the Credit Period, the Organization may utilize the Credit (as then in effect) by borrowing, prepaying outstanding Advances, in whole or in part, and re borrowing, all in accordance with the terms and provisions hereof. Each Advance shall be in the aggregate amount of $100,000.00 or integral multiples thereof. The Organization is obligated to repay the aggregate unpaid principal amount of all Advances on or before the Scheduled Maturity Date.

(iii) The obligation of the Organization to repay the aggregate unpaid principal amount of the Advances shall be evidenced by a promissory note of the Organization (the "Revolving Note") in substantially the form attached hereto as Exhibit A, with the blanks appropriately completed, payable to the order of the Lender, for amounts not exceeding in the aggregate the Credit and bearing interest at rates to be agreed upon by the Organization and the Lender at the time of any Advance. The Revolving Note shall be dated, and shall be delivered to the Lender, on the date of the execution and delivery of this agreement by the Organization. The Lender shall, and is hereby authorized by the Organization to, endorse on the schedule contained on the Revolving Note, or on a continuation of such schedule attached thereto and made a part thereof, appropriate notations regarding each Advance evidenced by the Revolving Note as specifically provided therein; provided, however, that the failure to make, or error in making, any such notation shall not limit or otherwise affect the obligations of the Organization hereunder or under the Revolving Note.

(iv) Whenever the Organization desires to utilize the Credit, it shall so notify the Lender by telephone specifying the amount of the Advance and the date on which each such Advance is to be made. Notice will also be given by telephone, confirmed in writing, to the New York Stock Exchange, Inc. (the "Exchange"). Such notice shall be substantially in the form of Exhibit B attached hereto and shall specify (i) the date of the proposed Advance (the "Borrowing Date"), (ii) the aggregate amount of outstanding Advances and (iii) if the Advance is to be used to repay, in whole or in part, outstanding Advances, the amount and maturity of such Advance.

2. SUSPENDED REPAYMENT

The Organization's obligation to pay the principal amount hereof on the Scheduled Maturity Date or any accelerated maturity date shall be suspended and the obligation shall not mature for any period of time during which after giving effect to such payment (together with (a) the payment of any other obligation of the Organization payable at or prior to the payment hereof and (b) the return of any Secured Demand Note and the Collateral therefor held by the Organization and returnable at or prior to the payment hereof).

(i) in the event that the Organization is not operating pursuant to the alternative net capital requirement provided for in paragraph (a) (1) (ii) of Rule 15c3-1 (the "Rule") under the Securities Exchange Act of 1934, as amended (the "Act"), the aggregate indebtedness of the Organization would exceed 1200 percent of its net capital as those terms are defined in the Rule or any successor rule as in effect at the time payment is to be made, or such other percent as may be made applicable to the Organization at the time of such payment by the Exchange or the Securities and Exchange Commission (the "SEC"), or

(ii) in the event that the Organization is operating pursuant to such alternative net capital requirement, the net capital of the Organization would be less than 5 percent (or such other percent as may be made applicable to the Organization at the time of such payment by the Exchange or the SEC) of aggregate debit items computed in accordance with Exhibit A to Rule 15c3-3 under the Act or any successor rule as in effect at such time, or

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