Exhibit
      10.12

      


       

      PROMISSORY
        NOTE

       

      $7,000.00

      As
        of
        August 1, 2005

      New
        York,
        New York

      


      HIGHBURY
        FINANCIAL INC. (the “Maker”) promises to pay to the order of R. BRUCE CAMERON
        (the “Payee”) the principal sum of Seven Thousand Dollars ($7,000.00) 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) August
        1, 2006, or (ii) the date on which Maker consummates an initial public offering
        of its securities.

      


      2.
         Interest.
        No
        interest shall accrue on the unpaid principal balance of this Note.

      


      3. 
        Events
        of Default.
        Each of
        the following shall constitute an Event 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. A “business day” for these purposes means any
        weekday on which banking or trust institutions in New York are not authorized
        generally or obligated by law, regulation or executive order to
        close.

      


      (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 constituted or hereafter amended, 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,
        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 Sections 3(b) and 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.

      


      6.
         Unconditional
        Liability.
        Maker
        and all endorsers and guarantors of, and sureties for, this Note waive all
        notices in connection with the delivery, acceptance, performance, default,
        or
        enforcement of the payment of this Note, and agree that 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 consent 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 provided receipted delivery, (iii) sent by facsimile, to the principal
        office of Maker or the home address of Payee as indicated on the books and
        records of Maker. Notice shall be deemed given on the earlier of (i) actual
        receipt by the receiving party, (ii) the date shown on a facsimile 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 governed by, construed and enforced in accordance with, the
        laws
        of the State of New York, without giving effect to the conflicts of laws
        principles thereof.

      


      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 the authorized officer named below the day and
        year
        first above written.

      


      


      HIGHBURY
        FINANCIAL INC.

      
 

      ____________________________________

      By:
        Richard S. Foote

      Title:
        President and Chief Executive Officer

       

      
        
           

        

        
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