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Exhibit 10.16

                                PROMISSORY NOTE

$300,000                                               As of February 2, 2007

     Tailwind Financial Inc. (the "MAKER") promises to pay to the order of
Parkwood Holdings Ltd. (the "PAYEE") the principal sum of Three Hundred Thousand
Dollars and No Cents ($300,000.00) in lawful money of the United States of
America, on the terms and conditions described below.

     1.  PRINCIPAL. The principal balance of this Note shall be repayable on the
earlier of (i) March 31, 2007 or (ii) the date on which Maker consummates an
initial public offering of its securities.

     2.  APPLICATION OF PAYMENTS. All payments shall be applied first to payment
in full of any costs incurred in the collection of any sum due under this Note,
including (without limitation) reasonable attorney's fees, then to the payment
in full of any late charges and finally to the reduction of the unpaid principal
balance of this Note.

     3.  EVENTS OF DEFAULT. The following shall constitute Events of Default:

          (a)  Failure to Make Required Payments. Failure by Maker to pay the
     principal of this Note within five (5) business days following the date
     when due.

          (b)  VOLUNTARY BANKRUPTCY, ETC. The commencement by Maker of a
     voluntary case under the Federal Bankruptcy Code, as now constituted or
     hereafter amended, or any other applicable federal or state bankruptcy,
     insolvency, reorganization, rehabilitation or other similar law, or the
     consent by it to the appointment of or taking possession by a receiver,
     liquidator, assignee, trustee, custodian, sequestrator (or other similar
     official) of Maker or for any substantial part of its property, or the
     making by it of any assignment for the benefit of creditors, or the failure
     of Maker generally to pay its debts as such debts become due, or the taking
     of corporate action by Maker in furtherance of any of the foregoing.

          (c)  INVOLUNTARY BANKRUPTCY, ETC. The entry of a decree or order for
     relief by a court having jurisdiction in the premises in respect of Maker
     in an involuntary case under the Federal Bankruptcy Code, as now or
     hereafter constituted, or any other applicable federal or state bankruptcy,
     insolvency or other similar law, or appointing a receiver, liquidator,
     assignee, custodian, trustee, sequestrator (or similar official) of maker
     or for any substantial part of its property, or ordering the winding-up or
     liquidation of its affairs, and the continuance of any such decree or order
     unstayed and in effect for a period of sixty (60) consecutive days.

     4. REMEDIES.

          (a)  Upon the occurrence of an Event of Default specified in
     Section 3(a), Payee may, by written notice to Maker, declare this Note to
     be due and payable, whereupon the principal amount of this Note, and all
     other amounts payable thereunder,

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     shall become immediately due and payable without presentment, demand,
     protest or other notice of any kind, all of which are hereby expressly
     waived, anything contained herein or in the documents evidencing the
     same to the contrary notwithstanding.

          (b)  Upon the occurrence of an Event of Default specified in either
     Section 3(b) or 3(c), the unpaid principal balance of, and all other sums
     payable with regard to, this Note shall automatically and immediately
     become due and payable, in all cases without any action on the part of
     Payee.

     5.  WAIVERS. Maker and all endorsers and guarantors of, and sureties for,
this Note waive presentment for payment, demand, notice of dishonor, protest,
and notice of protest with regard to the Note, all errors, defects and
imperfections in any proceedings instituted by Payee under the terms of this
Note, and all benefits that might accrue to Maker by virtue of any present or
future laws exempting any property, real or personal, or any part of the
proceeds arising from any sale of any such property, from attachment, levy or
sale under execution, or providing for any stay of execution, exemption from
civil process, or extension of time for payment; and Maker agrees that any real
estate that may be levied upon pursuant to a judgment obtained by virtue hereof,
on any writ of execution issued hereon, may be sold upon any such writ in whole
or in part in any order desired by Payee.

     6.  UNCONDITIONAL LIABILITY. Maker hereby waives all notices in connection
with the delivery, acceptance, performance, default, or enforcement of the
payment of this Note, and agrees that its liability shall be unconditional,
without regard to the liability of any other party, and shall not be affected in
any manner by any indulgence, extension of time, renewal, waiver or modification
granted or consented to by Payee, and consents to any and all extensions of
time, renewals, waivers, or modifications that may be granted by Payee with
respect to the payment or other provisions of this Note, and agree that
additional makers, endorsers, guarantors, or sureties may become parties hereto
without notice to them or affecting their liability hereunder.

     7.  NOTICES. Any notice called for hereunder shall be deemed properly given
if (i) sent by certified mail, return receipt requested, (ii) personally
delivered, (iii) dispatched by any form of private or governmental express mail
or delivery service providing receipted delivery or (iv) sent by telefacsimile
or (v) to the following addresses or to such other address as either party may
designate by notice in accordance with this Section:

     If to Maker:

          Tailwind Financial Inc.
          Attn: Andrew A. McKay
          BCE Place
          181 Bay Street, Suite 4400
          Toronto, Ontario, Canada M5J 2T3
          Fax: 416-601-2423

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     If to Payee:

          Parkwood Holdings Ltd.
          Attn: Andrew A. McKay
          BCE Place
          181 Bay Street, Suite 4400
          Toronto, Ontario, Canada M5J 2T3
          Fax: 416-601-2423

     Notice shall be deemed given on the earlier of (i) actual receipt by the
receiving party, (ii) the date shown on a telefacsimile transmission
confirmation, (iii) the date reflected on a signed delivery receipt, or (iv) two
(2) Business Days following tender of delivery or dispatch by express mail or
delivery service.

     8.  CONSTRUCTION. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH THE DOMESTIC, INTERNAL LAW, BUT NOT THE LAW OF CONFLICT OF LAWS, OF THE
STATE OF placeStateDELAWARE.

     9.  SEVERABILITY. Any provision contained in this Note which is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

     IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused
this Note to be duly executed by its Chief Executive Officer the day and year
first above written.

                                        TAILWIND FINANCIAL INC.




                                        /s/ Andrew A. McKay
                                        -------------------
                                        Name: Andrew A. McKay
                                        Title: Chief Executive Officer