AMENDMENT
      TO





UNIT
      PURCHASE OPTION





This
      AMENDMENT TO UNIT PURCHASE OPTION (this “Amendment”), dated December 15, 2006,
      is made by and between HIGHBURY FINANCIAL INC. (the “Company”) and
      EARLYBIRDCAPITAL, INC. (the “Holder”), to that certain Unit Purchase Option
      referred to below.





WHEREAS,
      the Company granted to the Holder that certain Unit Purchase Option, dated
      January 31, 2006 (the “Unit Purchase Option”); and





WHEREAS,
      the parties hereto have agreed that the Unit Purchase Option be amended as
      set
      forth herein.





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





1.  *Amendment
      to the Unit Purchase Option* .
      Effective as of the date hereof, Section 5.3 of the Unit Purchase Option is
      and
      shall be amended and restated in its entirety as follows:




*“5.3*  *No
      Net-Cash Settlement or Damages Upon Failure of Registration.* In no
      event shall the registered Holder of this Purchase Option be entitled to (i)
      receive a net-cash settlement or other consideration in lieu of physical
      settlement in Units, shares of Common Stock or Warrants of this Purchase Option
      or any Registrable Security, regardless of whether any or all of the Registrable
      Securities have been registered by the Company pursuant to an effective
      registration statement, or (ii) receive any damages if any or all of the
      Registrable Securities have not been registered by the Company pursuant to
      an
      effective registration statement, subject to the requirement that the Company
      use its best efforts to have a registration statement or post-effective
      amendment filed pursuant to Section 5.1 declared effective as soon as possible
      after receiving the Initial Demand Notice. In the absence of an effective
      registration statement, the Purchase Option, or if the Purchase Option is
      exercised prior to expiration, the Warrants included in the Purchase Option,
      may
      expire unexercised or unredeemed.”





2.  *Reference
      to and Effect on the Unit Purchase Option* .
      Upon
      the due execution and delivery of this Amendment by the parties hereto, on
      and
      after the date hereof each reference in the Unit Purchase Option to this
“Purchase Option”, “hereunder”, “hereof”, “herein” or words of like import
      referring to the Unit Purchase Option shall mean and be a reference to the
      Unit
      Purchase Option, as amended hereby. Except as specifically amended above, the
      Unit Purchase Option shall remain in full force and effect and is hereby
      ratified and confirmed.




3.  *Execution
      in Counterparts* .
      This
      Amendment may be executed in one or more counterparts, and by the different
      parties hereto in separate counterparts, each of which shall be deemed to be
      an
      original, but all of which taken together shall constitute one and the same
      agreement, and shall become effective when one or more counterparts has been
      signed by each of the parties hereto and delivered to each of the other parties
      hereto.









IN
      WITNESS WHEREOF, the parties have executed this AMENDMENT TO UNIT PURCHASE
      OPTION as of the date first set forth above.




HIGHBURY
              FINANCIAL
              INC.By:
            /s/ Richard
              S. FooteName:Richard
              S. FooteTitle:President
              and Chief Executive Officer




EARLYBIRDCAPITAL,
              INC.By:
            /s/ Steven
              LevineName:Steven
              LevineTitle:CEO