Exhibit 10.2

     

    BERKSHIRE
      CAPITAL SECURITIES LLC

    OFFICE
      SERVICE AGREEMENT

     

    This
      Agreement is dated October 31, 2007 and is entered into between Berkshire
      Capital Securities LLC (“Berkshire Capital”) and Highbury Financial Inc.
      (“Highbury”). This Agreement replaces the Office Service Agreement entered into
      between Berkshire Capital and Highbury on December 21, 2005 and amended on
      November 30, 2006. All payments due to Berkshire Capital by Highbury under
      to
      the previous agreements shall become liabilities of Highbury to Berkshire
      Capital under this Agreement.

     

    Berkshire
      Capital and Highbury agree that Berkshire Capital will provide to Highbury
      for
      and in consideration of the fees set forth herein, office space and certain
      general and administrative services, as Highbury may require from time to time
      and as outlined below.

     

    1. BASIC
      TERMS.

     

    
      	 	
              A.

            	
              Monthly
                Fixed Fee for Office Services (as defined in Section 2 below):
                $10,000.00

            


    

     

    
      	 	
              B.

            	
              Facilities:
                999 Eighteenth Street, Suite 3000, Denver, Colorado 80202 and use
                of such
                other office facilities maintained by Berkshire Capital as Highbury
                may
                reasonably require (the
“Buildings”)

            


    

     

    
      	 	
              C.

            	
              Term:
                Continuous, with no established termination date (the
                “Term”)

            


    

     

    2. OFFICE
      SERVICES. Highbury shall be provided with the non-exclusive use of the Buildings
      and shall have access to the Buildings twenty-four (24) hours a day, seven
      (7)
      days a week. In exchange for the Monthly Fixed Fee for Office Services,
      Berkshire Capital agrees to provide the following base services: office
      cleaning, maintenance services, office supplies, electricity, heating and air
      conditioning to the Buildings, administrative support, including, but not
      limited to, information technology, secretarial and bookkeeping services as
      well
      as communications services such as unlimited use of Internet/Data, telephone,
      fax and photocopier (the “Office Services”). As part of the Office Services,
      certain employees of Berkshire Capital will become involved with Highbury’s
      financial reporting duties on a daily basis. In addition, Highbury will have
      reasonable use of Berkshire Capital’s common area facilities. Highbury shall use
      the Buildings and auxiliary areas of the facilities solely for general office
      use in the conduct of Highbury’s business.

     

    In
      order
      to accommodate the needs of potential multiple office clients, Berkshire Capital
      will have the right, upon ten (10) days’ written notice, to relocate Highbury to
      other offices in the Buildings and to substitute such other offices for the
      offices contracted herein, provided such other offices are substantially similar
      in area and configuration to Highbury’s contracted offices and provided Highbury
      shall incur no increase in the total monthly fee or any relocation cost or
      expense.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Highbury
      will not offer to any party in the Buildings any of the services which Berkshire
      Capital provides to Highbury.

     

    Berkshire
      Capital will answer all incoming phone calls, unless otherwise mutually agreed,
      during normal business hours, as reasonably determined by Berkshire
      Capital.

     

    Highbury
      acknowledges that due to the imperfect nature of verbal, written and electronic
      communications, Berkshire Capital shall not be responsible for damages, direct
      or consequential, which may result from the failure of Berkshire Capital to
      furnish any service, including but not limited to the conveying of messages,
      communications and other utilities or services required under this
      Agreement.

     

    Highbury
      expressly agrees to waive the right to make any claim for damages, direct or
      consequential, arising out of any failure to furnish any utility, service or
      facility, any error or omission with respect thereto, or any delay or
      interruption of the same.

     

    Berkshire
      Capital will pay some of Highbury’s expenses and Highbury will remit the amount
      of such expenses to Berkshire Capital on a monthly basis, at no profit to
      Berkshire Capital.

     

    3. DURATION
      OF AGREEMENT. After expiration of the Term, the Agreement will automatically
      terminate. Prior to expiration of the Term, either party may terminate the
      Agreement upon six months’ advance written notice to the other
      party.

     

    4. PAYMENTS.
      The monthly invoices/statements for the Monthly Fixed Fee for Office Services
      will be billed in advance. Any amounts payable by Highbury for expenses paid
      by
      Berkshire Capital shall appear on the invoice for the month following the month
      in which Berkshire Capital has paid such expenses. Statements will be placed
      in
      the mailbox or faxed to Highbury on the first day of each month with payments
      due by the fifth day of each month. If the Term shall not commence on the first
      day of a month or end on the last day of a month, fees for any such month shall
      be prorated. All amounts payable hereunder shall be payable at the office of
      Berkshire Capital or to such other location or to any agent designated in
      writing by Berkshire Capital.

     

    5. DAMAGES
      AND INSURANCE. Highbury will not damage or deface the furnishings, walls, floors
      or ceiling. Highbury will not cause damage to any part of the Buildings or
      disturb the quiet enjoyment of any other licensee or occupant of the Buildings
      nor suffer to be made any waste, obstruction or unlawful, improper or offensive
      use of the Buildings or the common area facilities. At the termination of this
      Agreement, Highbury will return the Buildings in as good of condition as when
      Highbury took possession, though normal wear and tear shall be expected.
      Berkshire Capital shall have the right to show the Buildings to prospective
      clients, provided Berkshire Capital will use reasonable efforts not to disrupt
      Highbury’s business.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Berkshire
      Capital and its respective directors, licensors, officers, agents, servants
      and
      employees shall not, to the extent permitted by law, except upon the affirmative
      showing of Berkshire Capital’s gross negligence or willful misconduct, be liable
      for, and Highbury waives all right of recovery against such entities and
      individuals for any damage or claim with respect to any injury to person or
      damage to, or loss or destruction of any property of Highbury, its employees,
      authorized persons and invitees due to any act, omission or occurrence in or
      about the Buildings. Without limitation of any other provision hereof, Highbury
      agrees to indemnify, defend, protect and hold Berkshire Capital and its
      respective directors, licensors, officers, agents, servants and employees
      harmless from and against all liability to third parties arising out of
      Highbury’s use and occupancy of the Buildings or actions or omissions of
      Highbury and its agents, employees, contractors, and invitees. Highbury further
      agrees that all personal property of Highbury, its agents, employees,
      contractors, and invitees, within or about the facilities of the Buildings
      shall
      be at the sole risk of Highbury.

     

    The
      parties hereby waive any and all rights of recovery against each other, or
      against the officers, employees, agents or representatives of the other, for
      loss of or damage to its property or the property of others under its control,
      to the extent such loss or damage is covered by any insurance
      policy.

     

    If
      the
      Buildings is made unusable, in whole or in part by fire or other casualty not
      due to the negligence of Highbury, Berkshire Capital may, at its option,
      terminate the Agreement upon written notice to Highbury, effective upon such
      casualty, or may elect to repair, restore, or rehabilitate, or cause to be
      repaired, restored or rehabilitated, the Buildings, without expense to Highbury,
      within ninety (90) days or within such longer period of time as may be required
      because of events beyond Berkshire Capital’s control. The Monthly Fixed Fee for
      Office Services shall be abated on a pro rata basis for the period of time
      the
      Buildings is unusable.

     

    6. DEFAULT.
      Highbury shall be deemed to be in default under this Agreement: (a) if Highbury
      fails to pay the Monthly Fixed Fee for Office Services, (b) if Highbury fails
      to
      promptly and fully perform any other provisions of this Agreement and any such
      default continues in excess of five (5) business days after written notice
      by
      Berkshire Capital, or (c) if Highbury fails to comply with the laws or permit
      licensing rules and other requirements regulating the conduct of Highbury’s
      business. Should Highbury be in default hereunder, Berkshire Capital may
      terminate any or all of the services for the period of such
      default.

     

    7. MISCELLANEOUS.

     

    
      	 	
              A.

            	
              This
                is the only Agreement between the parties with respect to the subject
                matter hereof. All amendments to this Agreement shall be in writing
                and
                signed by all parties. Any attempted amendment shall be void. The
                invalidity or unenforceability of any provision hereof shall not
                affect
                the remainder hereof.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              B.

            	
              All
                waivers must be in writing and signed by the waiving party. Berkshire
                Capital’s failure to enforce any provision of this Agreement or its
                acceptance of fees shall not be a waiver and shall not prevent Berkshire
                Capital from enforcing any provisions of this Agreement in the future.
                No
                receipt of money by Berkshire Capital shall be deemed to waive any
                default
                of Highbury or to extend, reinstate or continue the term
                hereof.

            


    

     

    
      	 	
              C.

            	
              In
                regard to the trust account that will hold substantially all of the
                offering proceeds Highbury expects to raise from the initial public
                offering of its units (the “Trust Account”), Berkshire Capital hereby
                waives any right of recourse against the Trust Account and agrees
                not to
                seek reimbursement, payment or satisfaction of any claim against
                the Trust
                Account.

            


    

     

    
      	 	
              D.

            	
              The
                laws of the State of Colorado without regard to the conflict of law
                principles shall govern this
                Agreement.

            


    

     

    
      	 	
              E.

            	
              Highbury
                represents and warrants to Berkshire Capital that there are no agents,
                brokers, finders or other parties with whom Highbury has dealt who
                are or
                may be entitled to any commission or fee with respect to this
                Agreement.

            


    

     

    
      	 	
              F.

            	
              Neither
                Highbury nor anyone claiming by, through or under Highbury shall
                assign
                this Agreement or permit the use of any portion of the Buildings
                by any
                person other than Highbury.

            


    

     

    
      	 	
              G.

            	
              All
                notices hereunder shall be in writing. Notices to Highbury shall
                be deemed
                to be duly given if hand-delivered to Highbury’s mailbox at 999 Eighteenth
                Street, Suite 3000, Denver, Colorado 80202. Notice to Berkshire Capital
                shall be deemed to be duly given if mailed by registered or certified
                mail, postage prepaid, to 535 Madison Avenue, New York, New York
                10022.

            


    

     

    
      	 	
              H.

            	
              Highbury
                acknowledges that Berkshire Capital will comply with U.S. Postal
                Service
                regulations regarding client mail and, upon termination of this Agreement,
                it will be Highbury’s responsibility to notify all parties of termination
                of the use of the above-described
                address.

            


    

     

    
      	 	
              I.

            	
              Berkshire
                Capital may assign this Agreement and/or any fees hereunder and Highbury
                agrees to attorn any such assignee.

            


    

     

    
      	 	
              J.

            	
              Berkshire
                Capital shall not be liable for any interruption or error in the
                performance of its services to Highbury. Highbury waives any recourse
                against Berkshire Capital arising from the provision of such services,
                including, without limitation, any claim of business interruption
                or for
                any indirect, incidental, special, consequential or punitive damages,
                except for claims arising out of willful misconduct or from negligence
                by
                Berkshire Capital.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              K.

            	
              Berkshire
                Capital will not be liable for any claim of business interruption
                or for
                any indirect, incidental, special, consequential, exemplary or punitive
                damages arising out of any failure to furnish any service or facility,
                any
                error or omission with respect thereto, or any delay or interruption
                of
                the same.

            


    

     

    
      	 	
              L.

            	
              Berkshire
                Capital and its agents will have the right of access to the Buildings
                at
                any time for the purpose of (i) making any repairs, alterations and/or
                inspections that it deems necessary in its sole discretion for the
                preservation, safety or improvements of the facilities, or (ii) to
                show
                the facilities to prospective clients without in any way being deemed
                or
                held to have committed an eviction (constructive or otherwise) of
                or
                trespass against Highbury.

            


    

     

    
      	 	
              M.

            	
              Failure
                of Berkshire Capital to insist upon the strict performance of any
                term or
                condition of this Agreement or to exercise any right or remedy available
                for a breach thereof, or acceptance of full or partial payment during
                the
                continuance of any such breach, will not constitute a waiver of any
                such
                breach or any such term or condition. No term or condition of this
                Agreement required to be performed by Highbury and no breach thereof,
                will
                be waived, altered or modified, except by a written instrument executed
                by
                Berkshire Capital.

            


    

     

    
      	
              HIGHBURY
                FINANCIAL INC.

               

              999
                Eighteenth Street, Suite 3000

              Denver,
                Colorado 80202

            	 	 	
              BERKSHIRE
                CAPITAL SECURITIES LLC

               

              535
                Madison Avenue 

              New
                York, NY 10022

            
	 	 	 	 
	
              
                By: 
                  /s/ Richard S. Foote

              

            	 	 	
              
                By: 
                  /s/ Jonathan Stern

              

            
	
              
                

              

              Title:
                President and Chief

                       
                Executive Officer

            	 	 	
              
                

              

              Title:
                Managing Director

              
                 

              

            
	
              Date:
                October 31, 2007

            	 	 	
              Date:
                October 31, 2007