AS OF JANUARY 20, 2003
Forrester Research, Inc.
400 Technology Square
Cambridge, Massachusetts 02139
Park Avenue Equity Partners, L.P. is the collateral agent (in such
capacity, the "Collateral Agent") under the Pledge Agreement dated as of
November 15, 2002, as amended (as so amended, the "Pledge Agreement") between
W.R. Hambrecht + Co., Inc., a Delaware corporation (the "Pledgor"), and the
Collateral Agent. Pursuant to the Pledge Agreement, the Pledgor has pledged to
the Collateral Agent a security interest in, among other things, 800,000 shares
of Common Stock of Giga Information Group, Inc. (the "Shares"), and all proceeds
thereof, all as provided in the Pledge Agreement.
The Collateral Agent understands that the Pledgor is entering into a
Tender Agreement (the "Tender Agreement") with you and Whitcomb Acquisition
Corp. ("Sub") in substantially the form annexed hereto as Annex I. Terms defined
in the Tender Agreement and not otherwise defined herein are used herein with