addendum To The Non-compete Non-solicit Agreement Between First Albany Companies Inc.

EXHIBIT 10.71





ADDENDUM TO THE

NON-COMPETE AND NON-SOLICIT AGREEMENT DATED SEPTEMBER 21, 2007



This Addendum to the Non-Compete and Non-Solicit Agreement dated September 21, 2007 (the "Non-Compete and Non-Solicit Agreement") entered into by and between First Albany Companies Inc. and Patricia Arciero-Craig ("Key Employee Partner"), is made this _ day of September, 2007. All terms not otherwise defined herein shall have the meanings" ascribed to such terms in the Non-Compete and Non-

Solicit Agreement.



WHEREAS, First Albany Companies, Inc., its subsidiaries, affiliates, and successors ("First Albany") and the Key Employee Partner desire to amend and supplement certain provisions of the Non-Compete and Non-Solicit Agreement;



NOW, THEREFORE, in consideration of the mutual covenants and b promises hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, First Albany and the Key Employee Partner hereby agree as follows:



1. Definition of "cause". The term "cause" used in the Non-Compete and Non-Solicit Agreement shall have the meaning ascribed to such term in the First Albany Companies Inc. 2007 Incentive Compensation Plan (the "Plan").



2. Inapplicability of Non-Compete and Non-Solicit Covenant in Certain Circumstances. In addition to those circumstances provided in Paragraph 3 of the Non-Compete and Non-Solicit Agreement, the Non-Compete Covenant shall not apply to the Key Employee Partner following any termination of her employment by Key Employee Partner for "Good Reason" as herein defined. Good Reason shall be defined as any occurrence of any of the events specified in subsections (A)-(D) of this Paragraph 2,

without Key Employee Partner's prior written consent.







(A) Any reduction in Key Employee Partner's base salary, or any failure to pay bonuses or other material amounts due Key Employee Partner;



(B) The assignment to Key Employee Partner of any duties inconsistent in any material respect with her position or with her authority, duties or responsibilities as General Counsel, or any other action by First Albany which results in a diminution in such position, authority, duties or responsibilities, or reporting relationship, excluding for this purpose any immaterial and inadvertent action not taken in bad faith and remedied by First Albany promptly (but not later than ten (10) days after receiving notice from the Key Employee Partner);



(C) Any change in the place of Key Employee Partner's principal office location to a location outside of a ten-mile radius of Albany, New York, or outside of a ten-mile radius from any alternate location upon which the parties mutually agree;



(D) Any failure by First Albany to require a successor to assume First Albany's contractual obligations to Key Employee Partner.



3. Employment in a Private Law Firm. Paragraph 1 of the Non-Compete and Non-Solicit Agreem ...