EXHIBIT
      10.16

    


    AMENDMENT
      NO. 1

    TO
      THE 

    EMPLOYMENT
      AGREEMENT

    


    This
      AMENDMENT
      NO.1
      (the
“Amendment”), dated May 19, 2008, is entered into by and between Hudson Holding
      Corp., a Delaware corporation (the “Company”), and Keith R. Knox (the
“Employee”), for the purpose of amending the terms of that certain Employment
      Agreement, dated January 1, 2007 (the “Agreement”).

    


    WHEREAS,
      the
      Company and Employee desire to amend, modify and clarify the Agreement as set
      forth in this Amendment

    


    NOW,
      THEREFORE,
      for
      good and valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, the parties amend the Agreement and agree as follows:

    


    
      	 	
              5.

            	
              All
                capitalized terms not defined herein shall have the same meaning
                ascribed
                to them in the Agreement.

            


    

    


    
      	 	
              6.

            	
              Section
                5(b) of the Agreement is hereby replaced in its entirety as
                follows:

            


    

    


    
      	
            	“(b)	
              BONUSES.

            


    

    


    
      	 	
              (i)

            	
              ANNUAL
                BONUS. In the event the Company’s annual consolidated pretax earnings, as
                determined in accordance with generally accepted accounting principles
                and
                reported in the Company’s Form 10-K (the “Company’s Earnings”), equal or
                exceed $3 million in any fiscal year during the Agreement Term, the
                Company shall pay Employee annual bonus compensation (the “Annual Bonus”)
                in an amount equal to 4% of the Company’s Earnings for such fiscal
                year.

            


    

    


    
      	 	
              (ii)

            	
              A
                prorated portion of the Annual Bonus shall be payable quarterly (the
                “Quarterly Payment”) in the event quarterly consolidated pretax earnings
                (the “Quarterly Earnings”) equal or exceed $750,000, subject to a holdback
                of 25% (the “Holdback”) of the Quarterly Payment due Employee. In the
                event the Quarterly Earnings are less than $750,000, no Quarterly
                Payment
                shall be made and payment of the Annual Bonus, if any, shall be deferred
                until completion of the fiscal year. Payment of the Annual Bonus
                at the
                end of the fiscal year shall be paid upon the filing of the Form
                10-K and
                the payment of a Quarterly Payment, when due, shall be made within
                forth
                five (45) days of the completion of the fiscal quarter. To the extent
                the
                Annual Bonus is due to Employee at the completion of the fiscal year
                (including the Holdback), such payment shall be less any Quarterly
                Payments received by Employee during the fiscal year. To the extent
                that
                any payment received by the Employee in a fiscal year is in excess
                of the
                Annual Bonus due for such fiscal year, such excess amount shall be
                credited against the amount due to Employee for the Annual Bonus
                for the
                succeeding fiscal year.”

            


    

    


    
      	 	
              7.

            	
              Except
                as specifically set forth in this Amendment, there are no other amendments
                to the Agreement and the Agreement shall remain unmodified and in
                full
                force and effect.

            


    

    


    
      	 	
              8.

            	
              This
                Amendment shall be governed by and construed in accordance with the
                domestic laws of the State of New Jersey, without giving effect to
                any
                choice of law or conflict of law provision or rule (whether the State
                of
                New Jersey or any other jurisdiction) that would cause the application
                of
                the laws of any jurisdiction other than the State of New Jersey.
                This
                Amendment may be executed in one or more counterparts, any one of
                which
                may be by facsimile, and all of which taken together shall constitute
                one
                and the same instrument. 

            


    

    


    [SIGNATURES
      TO FOLLOW]

    


    IN
      WITNESS WHEREOF,
      the
      parties have executed this Amendment as of the date first above
      written.

    


    
      	
              HUDSON
                HOLDING CORP.

            	 
	 	 	 
	
              By:
                

            	
              /s/
                Martin C. Cunningham

            	 
	
              Name:
                Martin C. Cunningham

            	 
	
              Title:
                Chief Executive Officer

            	 
	 	 
	
              /s/
                Keith R. Knox

            	 
	
              Keith
                R. Knox