S-1/A

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As filed with the Securities and Exchange Commission on September 16, 2004

Registration No. 333-116517

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

GFI GROUP INC.
(Exact name of Registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	6200 (Primary Standard Industrial Classification code number)	80-0006224 (I.R.S. employer identification no.)
100 Wall Street New York, New York 10005 (212) 968-4100 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)
Scott Pintoff, Esq. General Counsel and Corporate Secretary GFI Group Inc. 100 Wall Street New York, New York 10005 (212) 968-4100 (Name, address, including zip code and telephone number, including area code, of agent for service)

Please address a copy of all communications to:
Arnold B. Peinado, III, Esq. John T. O'Connor, Esq. Milbank, Tweed, Hadley & McCloy LLP 1 Chase Manhattan Plaza New York, NY 10005 (212) 530-5000	Frederick W. Kanner, Esq. Dewey Ballantine LLP 1301 Avenue of the Americas New York, NY 10019 (212) 259-8000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

        If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

        If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

        If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

        If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. o

CALCULATION OF REGISTRATION FEE

Title of each class of Securities to be registered	Proposed maximum aggregate offering price(1)(2)	Amount of Registration fee
Common Stock, $0.01 par value	$115,000,000	$14,570.50(3)

(1)

Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(o) under the Securities Act.

(2)

Includes shares which may be sold pursuant to the underwriters' over-allotment option.

(3)

This amount has previously been paid.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED SEPTEMBER 16, 2004

PROSPECTUS

                Shares

GFI Group Inc.

Common Stock

$                per share

        We are selling            shares of our common stock and the selling stockholders named in this prospectus are selling             shares. We will not receive any proceeds from the sale of the shares by the selling stockholders. We have granted the underwriters an option to purchase up to            additional shares of common stock to cover over-allotments.

        This is the initial public offering of our common stock. We currently expect the initial offering price to be between $                              and $                               per share. We have applied to have our common stock included for quotation on the Nasdaq National Market under the symbol "GFIG."

Investing in our common stock involves risks. See "Risk Factors" beginning on page 8.

        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

	Per Share	Total
Public Offering Price	$	$
Underwriting Discount	$	$
Proceeds to GFI (before expenses)	$	$
Proceeds to the Selling Stockholders (before expenses)	$	$

        The underwriters expect to deliver the shares to purchasers on or about                        , 2004.

Joint Book-Running Managers

Citigroup Merrill Lynch & Co.

Banc of America Securities LLC

JPMorgan

Jefferies & Company, Inc.

The date of this prospectus is                        , 2004.

You should rely only on the information contained in this prospectus. We have not, the selling stockholders have not, and the underwriters have not, authorized anyone to provide you with different information. We are not, the selling stockholders are not, and the underwriters are not, making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the information appearing in this prospectus is accurate as of any date other than the date on the front of this prospectus.

TABLE OF CONTENTS

	Page
Summary	1
Risk Factors	8
Forward-Looking Statements	22
Use of Proceeds	23
Dividend Policy	23
Cash and Capitalization	24
Dilution	26
Selected Consolidated Financial Data	28
Management's Discussion and Analysis of Financial Condition and Results of Operations	30
Our Business	56
Management	72
Certain Relationships and Related Transactions	82
Principal and Selling Stockholders	84
Description of Capital Stock	87
Description of Certain Indebtedness	92
Shares Eligible for Future Sale	94
Material United States Federal Income and Estate Tax Considerations for Non-U.S. Holders	96
Underwriting	99
Legal Matters	102
Experts	102
Where to Find More Information	102
Index to Financial Statements	F-1

        Until                        , 2004, 25 days after the date of this prospectus, all dealers that buy, sell or trade our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

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SUMMARY

This summary highlights the information contained elsewhere in this prospectus. We encourage you to read this entire prospectus and the documents to which we refer you. You should read the following summary together with the more detailed information and consolidated financial statements and the notes to those statements included elsewhere in this prospectus. Investors should carefully consider the information set forth under "Risk Factors."

Our Business

        We are a leading inter-dealer broker specializing in over-the-counter derivatives products and related securities. We provide brokerage services and data and analytics products to institutional clients in markets for a range of credit, financial, equity and commodity instruments, including complex credit derivatives. We were founded in 1987 with a single brokerage desk and, as of June 30, 2004, we had 94 brokerage desks and more than 470 brokers working in our offices in New York, London, Hong Kong, Singapore and Sydney. Our total revenues for the year ended December 31, 2003 were $265.8 million, compared to total revenues of $101.0 million for the year ended December 31, 1999, representing a compound annual growth rate of 27% over this period. Our total revenues for the six months ended June 30, 2004 were $180.1 million compared to $135.3 million for the six months ended June 30, 2003, an increase of 33%.

        We focus on less liquid, more complex markets that offer an opportunity for strong growth and higher commissions per transaction. One of our key markets, the global credit derivatives market, which we entered in 1996, has grown in transaction value from $180 billion in 1997 to $3.58 trillion in 2003 (measured by notional amount) according to surveys conducted by the International Swaps and Derivatives Association. During the last six years, we have been named the leading broker in more credit derivatives categories than any other inter-dealer broker according to industry surveys conducted by Risk magazine.

        We serve over 1,000 clients, including leading investment and commercial banks, large corporations, insurance companies and large hedge funds. We earn commissions for our brokerage services and fees for many of our data and analytics products. We function as an intermediary on behalf of our brokerage clients by matching their trading needs with counterparties having reciprocal interests. We do not engage in trading for our own account.

        We offer a hybrid brokerage approach to our clients that combines a range of telephonic and electronic trade execution services, depending on the needs of individual markets. We complement our hybrid brokerage capabilities with value-added services, such as data and analytics products for decision support. In 2001, we acquired Fenics Limited, the developer of a leading analysis tool for foreign exchange derivatives, and we now offer additional Fenics-branded products for certain credit and energy derivatives. Our Fenics analytics products were licensed for use at more than 480 sites globally as of June 30, 2004. We believe our hybrid brokerage capabilities, as complemented by our data and analytics products, provide us with a competitive advantage over other inter-dealer brokers who do not offer this technology or are less adept at integrating technology to meet market needs.

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Our Market Opportunity

        On most business days, trillions of dollars in securities, commodities, currencies and derivative instruments are traded around the world. These financial instruments are traded in markets with varying degrees of liquidity. A liquid finanical market is one in which a financial instrument is easy to buy or sell quickly with minimal price disturbance. Frequently, markets for newer, more complex financial instruments, such as many types of derivative instruments that are traded over-the-counter, are characterized by fewer market participants, lower trading volumes and less price transparency, resulting in less liquid market conditions. Buyers and sellers of many of these less liquid financial instruments frequently rely on inter-dealer brokers to facilitate liquidity by gathering pricing information and identifying counterparties with reciprocal interests.

        Derivatives are increasingly being used by financial institutions and large corporations to manage risk or take advantage of the anticipated direction of a market by allowing holders to guard against gains or declines in the price of underlying assets without having to buy or sell the underlying assets. According to a survey conducted by the International Swaps and Derivatives Association in 2003, over 90% of the world's largest 500 companies used derivative instruments to manage and hedge their risks more effectively.

        We believe the markets for financial instruments, especially the markets for derivative instruments, present us with the following opportunities to provide value to our clients as an inter-dealer broker and provider of market data and analytics products:

•

Need for efficient execution in both liquid and less liquid markets.



•

Need for expertise in the development of new markets.



•

Need for market intelligence.



•

Increasing industry consolidation.

Our Strategy

        We intend to continue to grow our business by employing the following strategies:

•

Maintain and enhance our leading positions in key markets.    We intend to maintain our position as a leading provider of brokerage services and data and analytics products to the markets on which we focus. We plan to continue leveraging the market strength and brand recognition that we have developed for a range of derivative instruments and underlying securities in the credit, financial, equity and commodity markets.



•

Continue to expand through hiring new brokers and identifying and developing less liquid, high-growth markets.    The combined revenue of brokerage desks we have opened since the beginning of 2001, many of which focus on less liquid, high growth markets, represented approximately 28% of our total commission revenues for the year ended December 31, 2003 and approximately 41% of our total commission revenues for the six months ended June 30, 2004. We will continue to seek an early-mover advantage in new and evolving products and to selectively establish a presence in less complex products that are complementary to products in which we already provide brokerage services.



•

Continue to pursue diverse revenue opportunities.    We intend to continue managing our business with the goal of maintaining the diversity of our revenues. On a geographic basis, approximately 54% of our total revenues for the year ended December 31, 2003 and 51% of our total revenues for the six months ended June 30, 2004 were generated by our U.K. operations, 38% and 43%, respectively, were generated by our U.S. operations and 8% and 6%, respectively, were generated by our operations in the Asia-Pacific region. Additionally, for the year ended

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December 31, 2003 and for the six months ended June 30, 2004, no one customer accounted for more than approximately 8% and 6% of our total revenues, respectively, from all products, services and regions, and our largest brokerage desk accounted for less than 10% of each period's total revenues. We believe the diversity of our revenues lessens the impact to us of a downturn in any particular market or geographic region.

•

Strategically expand our operations through business acquisitions.    We plan to selectively seek opportunities to expand our brokerage services into new or existing product areas through the acquisition of complementary businesses that enhance our brokerage services or permit us to deepen our existing relationships with institutional clients.



•

Leverage infrastructure and technology to improve margins.    We will seek to further leverage our technology by continuing to offer quality data and analytics products and, where possible, installing "straight-through-processing" links with our customers' settlement, risk management and compliance operations in order to better meet the needs of our clients and provide us with additional opportunities to increase our revenue.

Company Information

        Our largest stockholder is Jersey Partners Inc., which we refer to as Jersey Partners. Our chief executive officer and founder, Michael Gooch, owns a majority of the shares of Jersey Partners. We conduct substantially all of our business through our subsidiaries.

        Our executive offices are located at 100 Wall Street, New York, New York 10005, and our telephone number is (212) 968-4100. Our website is located at www.gfigroup.com. The information contained on our website is not part of this prospectus.

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The Offering

Common stock offered by:
	us	shares
	the selling stockholders	shares
Common stock to be outstanding after this offering (excluding shares issuable upon the exercise of options or warrants)		shares
Common stock to be outstanding or issuable after the offering (fully diluted)		shares
Use of proceeds		We expect to receive net proceeds from this offering of approximately $                  million. We intend to use the net proceeds to repay indebtedness to Jersey Partners in the principal amount of $9.25 million, plus accrued interest, and for working capital and other general corporate purposes. In addition, we may use a portion of the net proceeds from this offering to make acquisitions (which may include the purchase of the outstanding shares of Fenics capital stock not currently owned by us). See "Use of Proceeds." We will not receive any of the proceeds from the sale of shares by the selling stockholders.
Risk factors		For a discussion of risks relating to us, our business and an investment in our common stock, see "Risk Factors."
Proposed Nasdaq National Market symbol		"GFIG"

        The number of shares of common stock to be outstanding after the closing of this offering is based on 216,545,557 shares of our common stock outstanding as of June 30, 2004 (assuming conversion of our shares of preferred stock and Class A Common Stock into Class B Common Stock, which will become our only class of common stock and will be called "common stock," on a 1-for-1 basis). The number of shares of common stock outstanding after this offering excludes, and the fully diluted number of shares of common stock outstanding or issuable after this offering includes, the following as of June 30, 2004:

•

25,363,510 shares issuable upon the exercise of options with a weighted average exercise price of $1.25 per share; and



•

1,000,000 shares issuable upon the exercise of a warrant with an exercise price of $1.00 per share.

In addition, 13,883,260 shares were available for future grants under our 2002 Stock Option Plan as of June 30, 2004.

        Unless otherwise indicated, all information contained in this prospectus assumes:

•

that the underwriters do not exercise their option to purchase up to            additional shares of our common stock to cover over-allotments, if any;



•

the conversion of all our outstanding Class A Common Stock and all series of our outstanding preferred stock into common stock, which will occur immediately before the closing of this offering; and



•

the filing of our second amended and restated certificate of incorporation and second amended and restated bylaws, which will occur simultaneously with the closing of this offering.

        For more detailed information regarding our common stock, preferred stock, options and warrant, see "Description of Capital Stock."

The information in this prospectus does not reflect the 1-for-        reverse stock split to be completed prior to the commencement of this offering.

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Summary Consolidated Financial Data

        The following tables provide summary consolidated financial data. You should read this information in conjunction with the information contained in "Selected Consolidated Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the related notes appearing elsewhere in this prospectus. The summary consolidated financial data as of and for the six months ended June 30, 2003 and June 30, 2004 are derived from our unaudited consolidated financial statements, which appear elsewhere in this prospectus, and include all adjustments, consisting only of normal recurring adjustments, that in our opinion are necessary for a fair presentation of financial position and results of operations as of those dates and for those periods. Historical operating and statistical information may not be indicative of our future performance.

				Year ended December 31,							Six months ended June 30,
				2001			2002		2003		2003			2004
				(dollars in thousands, except share and per share data)
Consolidated Statement of Operations Data:
Revenues
	Commissions:
		Credit		$	78,556		$	114,509	$	115,371	$	62,543		$	74,470
		Financial			52,622			55,194		69,101		33,346			39,462
		Equity			21,774			28,841		27,226		13,002			31,064
		Commodity			59,210			61,307		38,459		19,660			24,707
			Total commissions		212,162			259,851		250,157		128,551			169,703
	Analytics and market data				6,077			9,615		13,143		6,882			8,685
	Interest income				1,543			1,401		1,167		600			446
	Other income (loss)(1)				576			4,353		1,377		(707	)		1,309
			Total revenues		220,358			275,220		265,844		135,326			180,143
Expenses
	Compensation and employee benefits				142,574			174,011		166,276		86,794			113,561
	Impairment of goodwill and intangible asset(2)				38,968			—		—		—			—
	Other expenses(3)				66,226			74,465		72,219		34,758			43,941
			Total expenses		247,768			248,476		238,495		121,552			157,502
Income (loss) before provision for income taxes and minority interest					(27,410	)		26,744		27,349		13,774			22,641
	Provision for income taxes(4)				4,436			14,470		12,885		6,490			10,748
	Minority interest				(30	)		—		—		—			—
Net income (loss)				$	(31,816	)	$	12,274	$	14,464	$	7,284		$	11,893
Earnings per share(5):
	Basic			$			$		$		$			$
	Diluted			$			$		$		$			$
Weighted average number of shares outstanding(5):
	Basic
	Diluted
Dividends(6)				$	33,266		$	4,536		—		—			—

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		As of December 31, 2003		As of June 30, 2004
		Actual		Actual		Pro forma(7)	Pro forma as adjusted(8)
		(dollars in thousands)
Consolidated Statement of Financial Condition Data:
	Cash and cash equivalents	$	87,299	$	75,307
	Total assets(9)	$	374,809	$	683,786
	Total debt, including current portion	$	47,997	$	49,590
	Redeemable convertible preferred stock	$	30,043	$	30,043
	Stockholders' equity	$	37,778	$	49,780

		As of December 31,						As of June 30,
		2001		2002		2003		2003		2004
		(dollars in thousands)
Selected Statistical Data:
	Broker headcount		341		366		397		379		477
	Employees		572		655		668		660		774
	Number of brokerage desks(10)		64		65		78		76		94
	Broker productivity for the period(11)	$	685	$	721	$	648	$	339	$	387

			Year ended December 31,						Six months ended June 30,
			2001		2002		2003		2003		2004
			(dollars in thousands)
Commission Revenues by Geographic Region:
	U.S.		$	89,453	$	108,505	$	102,920	$	51,935	$	75,698
	U.K.			113,946		137,181		128,743		67,149		84,062
	Asia-Pacific			8,763		14,165		18,494		9,467		9,943
		Total	$	212,162	$	259,851	$	250,157	$	128,551	$	169,703

(1)

Other income for the year ended December 31, 2002 included $1.4 million from the sale of our treasury repurchase agreement brokerage desk, as well as the receipt during that period of $1.7 million of insurance proceeds resulting from business interruptions in connection with the September 11, 2001 terrorist attacks in New York City.

(2)

The impairment charge incurred in 2001 was taken in order to reduce goodwill and an intangible asset associated with the Fenics acquisition to their estimated fair value.

(3)

Other expenses is the sum of the following categories of expenses: communications and quotes, travel and promotion, rent and occupancy, depreciation and amortization, professional fees, clearing fees, interest and other expenses.

(4)

Income earned prior to our reorganization in November 2001 was not subject to U.S. Federal income tax at the corporate level. See Note 12 in our consolidated financial statements. See "Our Business — Our Reorganization" for more information regarding the reorganization.

(5)

Earnings per share and weighted average number of shares outstanding for the years ended December 31, 2002 and 2003 have been restated as discussed in note 27 to our consolidated financial statements.

(6)

In 2001 and 2002, our subsidiary, GFI Group LLC, paid dividends of $3.3 million and $4.5 million, respectively, to Jersey Partners to compensate it for certain tax liabilities in those periods during which Jersey Partners was the sole member of GFI Group LLC. The amount paid in 2002 related to Jersey Partners' tax liabilities for the 11-month period ended November 30, 2001. In addition, on October 1, 2001, GFI Group LLC paid a dividend to Jersey Partners of $30 million in cash and accounts receivable as part of the reorganization. We do not expect that either we or our subsidiaries will pay dividends to GFI Group Inc.'s stockholders in the foreseeable future.

(7)

Pro forma financial condition data reflects the conversion of all our Class A Common Stock and all series of our preferred stock into Class B Common Stock which will become our single class of common stock and will occur immediately before the closing of this offering.

(8)

Pro forma, as adjusted financial condition data gives effect to receipt of the net proceeds from the sale by us in this offering of            shares of common stock at an assumed initial public offering price of $                  per share, after deducting

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underwriting discounts and commissions and the estimated offering expenses payable by us, and the application of the net proceeds as described under "Use of Proceeds."

(9)

Total assets included receivables from brokers, dealers and clearing organizations of $193 million and $492 million at December 31, 2003 and June 30, 2004, respectively. These receivables primarily represent securities transactions entered into in connection with our matched principal business which have not settled as of their stated settlement dates. These receivables are substantially offset by $178 million and $462 million, at December 31, 2003 and June 30, 2004, respectively, of corresponding payables to brokers, dealers and clearing organizations for these unsettled transactions.

(10)

A brokerage desk is defined as one or more individual brokers working together at a single location that provide brokerage services with respect to one or more specific financial instruments. Brokerage desks in different offices are considered separate desks even if they focus on the same financial instrument.

(11)

We are presenting broker productivity to show the average amount of revenue generated per broker. Broker productivity is calculated as commission revenues divided by average monthly broker headcount for the period.

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RISK FACTORS

An investment in our common stock is subject to a number of risks. You should carefully consider the risks described below together with all the other information contained in this prospectus before deciding whether to purchase our common stock. If any of the following risks occurs, our business, financial condition, prospects or results of operations could be harmed. In such an event, the trading price of our common stock could decline and you may lose part or all of your investment.

Risks Related to Our Business

Economic, political and market factors beyond our control could reduce trading volumes, securities prices and demand for our brokerage services, which could harm our business and our profitability.

        In each of the past three years and in the six months ended June 30, 2004, over 94% of our revenues consisted of commissions from our brokerage operations. As a result, our revenues and profitability are likely to decline significantly during periods of low trading volume in the financial markets in which we offer our services, which are directly affected by many national and international factors that are beyond our control. Any one of the following factors, among others, may cause a substantial decline in the financial markets in which we offer our services, resulting in reduced trading volume. These factors include:

•

economic and political conditions in the United States, Europe and elsewhere in the world;



•

concerns about terrorism and war;



•

concerns over inflation and wavering institutional and consumer confidence levels;



•

the availability of cash for investment by our dealer clients and their clients;



•

the level and volatility of interest rates and foreign currency exchange rates;



•

the level and volatility of trading in certain equity and commodity markets;



•

the level and volatility of the difference between the yields on corporate securities being traded and those on related benchmark securities (which difference we refer to as credit spreads); and



•

legislative and regulatory changes.

        In recent years, the financial markets in which we offer our services have been adversely affected by acts of war, terrorism and other armed hostilities. These or similar acts have in the past increased or prolonged, and may in the future increase or prolong, negative economic conditions.

        Declines in the volume of trading in the markets in which we operate generally result in lower revenue from our brokerage business. In addition, although less common, some of our brokerage commissions are determined on the basis of the value of transactions or on credit spreads. Our profitability would be adversely affected by a decline in revenue because a portion of our costs are fixed. For these reasons, decreases in trading volume or declining prices or credit spreads could have an adverse effect on our business, financial condition or results of operations.

We face substantial competition that could negatively impact our market share and our profitability.

        The financial services industry generally, and the inter-dealer brokerage businesses in which we are engaged in particular, are very competitive, and we expect competition to continue to intensify in the future. Some of the companies with which we compete are better capitalized than we are and have greater financial, technical, marketing and other resources than we have. Our current and prospective competitors include:

•

other inter-dealer brokerage firms;



•

electronic multi-dealer trading companies or consortia;



•

other providers of data and analytics products; and



•

securities, futures and derivatives exchanges and electronic communications networks.

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        Some of our competitors offer a wider range of services, have broader name recognition and have larger client bases than we do. Some of them may be able to respond more quickly to new or evolving opportunities, technologies and client requirements than we can, and may be able to undertake more extensive marketing activities. Our competitors may also seek to hire our brokers, which could result in a loss of brokers by us or in increased costs to retain our brokers. In addition to the competitors described above, our large institutional clients may increase the amount of trading they do directly with each other rather than through us, in which case our revenues could be adversely affected. If we are not able to compete successfully in the future, our business, financial condition and results of operations would be adversely affected.

        We have experienced intense price competition in our brokerage business in recent years. Some competitors may offer brokerage services to clients at lower prices than we are offering, which may force us to reduce our prices or to lose market share and revenue. In addition, we focus on providing brokerage services in less liquid markets for complex financial instruments. As the markets for these instruments become more liquid, we could lose market share to other inter-dealer brokers and electronic multi-dealer brokers who specialize in providing brokerage services in more liquid markets. If a financial instrument for which we provide brokerage services becomes listed on an exchange, the need for the services of an inter-dealer broker for that instrument may be severely diminished and, as a result, the need for our services in relation to that instrument could be significantly reduced.

Because competition for the services of brokers is intense, we may not be able to attract and retain the highly skilled brokers we need to support our business.

        We strive to provide high-quality brokerage services that allow us to establish and maintain long-term relationships with our clients. Our ability to continue to provide these services and maintain these relationships depends, in large part, upon our brokers. As a result, we must attract and retain highly qualified brokerage personnel. Competition for the services of brokers is intense, especially for brokers with extensive experience in the specialized markets in which we participate or may seek to enter. If we are unable to hire highly qualified brokers, we may not be able to enter new brokerage markets or develop new products. If we lose one or more of our brokers in a particular market in which we participate, our revenues may decrease and we may lose market share in that particular market.

        We may not be successful in our efforts to recruit and retain brokerage personnel. If we fail to attract new personnel or to retain and motivate our current personnel, or if we incur increased costs associated with attracting and retaining personnel, our business, financial condition and results of operations may suffer.

        In addition, recruitment and retention of qualified staff could result in substantial additional costs. We have been party to, or otherwise involved in, several litigations and arbitrations involving competitor claims in connection with new employee hires and claims from former employees in connection with the termination of their employment. We may also pursue our rights through litigation when competitors hire our employees who are under contract with us. We are currently involved in several litigations and arbitrations with our competitors relating to new employee hires or departures in our New York and London offices. We believe such proceedings are common in our industry due to its highly competitive nature. An adverse settlement or judgment related to these or similar types of claims could have a material adverse effect on our financial condition or results of operations. Regardless of the outcome of these claims, we generally incur significant expense and management time dealing with these claims.

We are dependent on our management team, and the loss of any key member of our team may prevent us from executing our business strategy effectively.

        Our future success depends, in large part, upon our management team. In particular, we are highly dependent on the continued services of our chief executive officer and founder, Michael Gooch, and

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other executive officers who possess extensive financial markets knowledge and management skills. Currently, Michael Gooch is not bound by an employment contract to remain with us for a specified period of time. We may not be able to find an appropriate replacement for Michael Gooch or any other executive officer if the need should arise. If we lose the services of any executive officers or other key personnel, we may not be able to manage and grow our operations effectively, enter new brokerage markets or develop new products. We maintain "key person" life insurance policies on Michael Gooch, but we do not have any such policies for our other officers or personnel.

If we are unable to continue to identify and exploit new market opportunities, our ability to maintain and grow our business may be adversely affected.

        As more participants enter our markets, the resulting competition often leads to lower commissions. This may result in a decrease in revenue in a particular market even if the volume of trades we handle in that market has increased. As a result, our strategy is to broker more trades and increase market share in existing markets and to seek out new markets in which we can charge higher commissions. Pursuing this strategy may require significant management attention and broker expense. We may not be able to attract new clients or successfully enter new markets. If we are unable to continue to identify and exploit new market opportunities on a timely and cost-effective basis, our revenues may decline, which would adversely affect our profitability.

If we are unable to manage the risks of international operations effectively, our business could be adversely affected.

        We provide services and products to clients in Europe, Asia and Australia through offices in London, Hong Kong, Singapore and Sydney and we may seek to further expand our operations throughout these regions in the future. On a geographic basis, approximately 54% of our total revenues for the year ended December 31, 2003 and 51% of our total revenues for the six months ended June 30, 2004 were generated by our U.K. operations, 38% and 43%, respectively, were generated by our U.S. operations and 8% and 6% respectively, were generated by our operations in the Asia-Pacific region. There are certain additional risks inherent in doing business in international markets, particularly in the regulated brokerage industry. These risks include:

•

additional regulatory requirements;



•

tariffs and other trade barriers;



•

difficulties in recruiting and retaining personnel, and managing international operations;



•

potentially adverse tax consequences; and



•

reduced protection for intellectual property rights.

If we are unable to manage any of these risks effectively, our business could be adversely affected.

        Our international operations also expose us to the risk of fluctuations in currency exchange rates. For example, a substantial portion of our revenue from our U.K. operations is received in Euros and U.S. Dollars, whereas many of our expenses from our U.K. operations are payable in British Pounds. We attempt to mitigate this risk by entering into hedging transactions. However, our risk management strategies relating to exchange rates may not prevent us from suffering losses that would adversely affect our financial condition or results of operations.

Our clients' financial or other problems could adversely affect our business.

        We provide brokerage services to our clients in the form of either agency or matched principal transactions. In agency transactions, we charge a commission for connecting buyers and sellers and assisting in the negotiation of the price and other material terms of the transaction. After all material terms of a transaction are agreed upon, we identify the buyer and seller to each other and leave them to settle the trade directly. We are exposed to credit risk for commissions we bill to clients for our

10

agency brokerage services. Our clients may default on their obligations to us due to disputes, bankruptcy, lack of liquidity, operational failure or other reasons. Any losses arising from such defaults could adversely affect our financial condition or results of operations.

        We have adopted policies and procedures to identify, monitor and manage our credit risk, in both agency and matched principal transactions, through reporting and control procedures and by monitoring credit standards applicable to our clients. These policies and procedures, however, may not be fully effective. Some of our risk management methods depend upon the evaluation of information regarding markets, clients or other matters that are publicly available or otherwise accessible by us. That information may not, in all cases, be accurate, complete, up-to-date or properly evaluated. If our policies and procedures are not fully effective or we are not always successful in monitoring or evaluating the risks to which we are, or may, be exposed, our financial condition or results of operations could be adversely affected. In addition, our insurance policies may not provide adequate coverage for these risks.

The securities settlement process exposes us to risks that may impact our liquidity and profitability. In addition, liability for unmatched trades could adversely affect our results of operations and balance sheet.

        Through our subsidiaries, we provide brokerage services by executing transactions for our clients. An increasing number of these are "matched principal" transactions in which we act as a "middleman" by serving as a counterparty to both a buyer and a seller in matching reciprocal back-to-back trades. These transactions are then settled through clearing institutions with whom we have a contractual relationship.

        In executing matched principal transactions, we are exposed to the risk that one of the counterparties to a transaction may fail to fulfill its obligations, either because it is not matched immediately or, even if matched, one party fails to deliver the cash or securities it is obligated to deliver. Our focus on less liquid markets exacerbates this risk for us because transactions in these markets tend to be more likely not to settle on a timely basis. Adverse movements in the prices of securities that are the subject of these transactions can increase our risk. In addition, widespread technological or communication failures, such as those which occurred as a result of the terrorist attacks on September 11, 2001 and the blackout in the eastern portion of the United States in August 2003, as well as actual or perceived credit difficulties or the insolvency of one or more large or visible market participants, could cause market-wide credit difficulties or other market disruptions. These failures, difficulties or disruptions could result in a large number of market participants not settling transactions or otherwise not performing their obligations.

        We are subject to financing risk in these circumstances because if a transaction does not settle on a timely basis, the resulting unmatched position may need to be financed, either directly by us or through one of our clearing organizations at our expense. These charges may be recoverable from the failing counterparty, but sometimes are not. Finally, in instances where the unmatched position or failure to deliver is prolonged or widespread due to rapid or widespread declines in liquidity for an instrument, there may also be regulatory capital charges required to be taken by us, which depending on their size and duration, could limit our business flexibility or even force the curtailment of those portions of our business requiring higher levels of capital. Credit or settlement losses of this nature could adversely affect our financial condition or results of operations.

        In the process of executing matched principal transactions, miscommunications and other errors by our clients or us can arise whereby a transaction is not completed with one or more counterparties to the transaction, leaving us with either a long or short unmatched position. These unmatched positions are referred to as "out trades," and they create a potential liability for the involved subsidiary of ours. If an out trade is promptly discovered and there is a prompt disposition of the unmatched position, the risk to us is usually limited. If the discovery of an out trade is delayed, the risk is heightened by the increased possibility of intervening market movements prior to disposition. Although out trades usually

11

become known at the time of, or later on the day of, the trade, it is possible that they may not be discovered until later in the settlement process. When out trades are discovered, our policy is to have the unmatched position disposed of promptly, whether or not this disposition would result in a loss to us. The occurrence of out trades generally rises with increases in the volatility of the market and, depending on their number and amount, such out trades have the potential to have a material adverse effect on our financial condition and results of operations. Transactions done on an agency basis may also give rise to such risks.

Financial problems experienced by third parties could affect the markets in which we provide brokerage services.

        Problems experienced by third parties could also affect the markets in which we provide brokerage services. For example, the bankruptcy of Enron Corp. and its affiliates in late 2001, as well as the subsequent bankruptcies of other large energy companies, caused a disruption in the global energy markets, which resulted in, among other things, several market participants ceasing or reducing their level of trading activity. This decrease in volume began in the second half of 2002 and was primarily responsible for the approximately 37% decrease in our commission revenues from our commodity products brokerage services for the year ended December 31, 2003 compared to the comparable period in 2002. In addition, in recent years, hedge funds have increasingly begun to make use of credit and other derivatives as part of their trading strategies. Hedge funds typically employ a significant amount of leverage to achieve their results and, in the past, certain hedge funds have had difficulty managing this leverage, which has resulted in market-wide disruptions. If one or more hedge funds that was a significant participant in a derivatives market experienced similar problems in the future, that derivatives market could be adversely affected and, accordingly, our brokerage revenues in that market could decrease.

We operate in a highly regulated industry and we may face restrictions with respect to the way we conduct certain of our operations.

        Our business is subject to increasingly extensive government and other regulation and our relationships with our broker-dealer clients may subject us to increasing regulatory scrutiny. These regulations are designed to protect the interests of the investing public generally rather than our stockholders. The Securities and Exchange Commission, which we refer to as the SEC, the National Association of Securities Dealers, Inc., which we refer to as the NASD, and other agencies extensively regulate the U.S. financial services industry, including certain of our operations in the United States. Some of our international operations are subject to similar regulations in their respective jurisdictions, including regulations overseen by the Financial Services Authority, which we refer to as the FSA, in the United Kingdom, the Securities and Futures Commission in Hong Kong, which we refer to as the SFC, and the Monetary Authority of Singapore, which we refer to as the MAS. These regulatory bodies are responsible for safeguarding the integrity of the securities and other financial markets and protecting the interests of investors in those markets. Some aspects of our business are subject to extensive regulation, including:

•

the way we deal with clients;



•

capital requirements;



•

financial and reporting practices;



•

required record keeping and record retention procedures;



•

the licensing of employees; and



•

the conduct of directors, officers, employees and affiliates.

        If we fail to comply with any of these laws, rules or regulations, we may be subject to censure, fines, cease-and-desist orders, suspension of business, suspensions of personnel or other sanctions,

12

including revocation of our registrations with the NASD, FSA or other similar international agencies to whose regulation we are subject. Our authority to operate as a broker in a jurisdiction is dependent on continued registration in that jurisdiction or the maintenance of a proper exemption from such registration. Our ability to comply with all applicable laws and rules is largely dependent on our compliance, credit approval, audit and reporting systems and procedures, as well as our ability to attract and retain qualified compliance, credit approval, audit and risk management personnel. We cannot assure you that our systems and procedures will be effective.

        One of our subsidiaries is currently being examined by the NASD for potential violations of trade reporting rules, which require that certain trades be reported immediately or shortly after the trade has been executed. In the past, we have been fined by the NASD for this subsidiary's failure to report trades within the required time frame. In connection with its current examination, the NASD may seek to impose further fines on us or seek to take other corrective action. We have taken steps designed to improve this subsidiary's ability to report trades in a timely manner. However, we cannot provide any assurance that our efforts will be effective.

        Some of our subsidiaries are subject to regulations regarding changes in control of their ownership. These regulations generally provide that regulatory approval must be obtained in connection with any transaction resulting in a change in control of the subsidiary, which may include changes in control of GFI Group Inc. As a result of these regulations, our future efforts to sell shares or raise additional capital may be delayed or prohibited in circumstances in which such a transaction would give rise to a change in control as defined by the applicable regulatory body. See "Our Business — Regulation."

        Changes in laws or regulations or in governmental policies could cause us to change the way we conduct our business, which could adversely affect us. The government agencies that regulate us have broad powers to investigate and enforce compliance and punish noncompliance with their rules, regulations and industry standards of practice. We cannot assure you that we or our directors, officers and employees will comply with the rules and regulations of, and will not be subject to claims or actions by, these agencies. In addition, because our industry is heavily regulated, regulatory approval may be required prior to expansion of business activities. We may not be able to obtain the necessary regulatory approvals for any desired expansion. Even if approvals are obtained, they may impose restrictions on our business or we may not be able to continue to comply with the terms of the approvals or applicable regulations. The implementation of unfavorable regulations or unfavorable interpretations of existing regulations by courts or regulatory bodies could require us to incur significant compliance costs or cause the development or continuation of business activities in affected markets to become impractical. For a further description of the regulations which may limit our activities, see "Our Business — Regulation."

Our regulated subsidiaries are subject to risks associated with net capital requirements, and we may not be able to engage in operations that require significant capital.

        The SEC, NASD, FSA and various other domestic and international regulatory agencies have stringent rules and regulations with respect to the maintenance of specific levels of net capital by broker-dealers. Generally, a broker-dealer's net capital is defined as its net worth plus qualified subordinated debt less deductions for certain types of assets. If we fail to maintain the required net capital, we may be subject to suspension or revocation of registration by the NASD or FSA, which would have a material adverse effect on our business. If these net capital rules are changed or expanded, or if there is an unusually large charge against net capital, operations that require the intensive use of capital would be limited. Also, our ability to withdraw capital from our regulated subsidiaries is subject to restrictions, which in turn could limit our ability to pay dividends, repay debt and redeem or purchase shares of our common stock. A large operating loss or charge against net capital could adversely affect our ability to expand or even maintain our present levels of business, which could have a material adverse effect on our business. In addition, we may become subject to net capital requirements in other foreign jurisdictions in which we currently operate or which we may enter.

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We cannot predict our future capital needs or our ability to obtain additional financing. For a further discussion of our net capital requirements, see "Our Business — Regulation."

Our investments in expanding our brokerage and market data and analytics services may not produce substantial revenue.

        We have made, and expect to continue to make, significant investments in our brokerage and market data and analytics services, including investments in technology and infrastructure, in order to pursue new growth opportunities. With respect to our brokerage services, we may not receive significant revenue and profit from the hiring of a new broker or the development of a new brokerage desk. With respect to our market data and analytics services, we may incur substantial development, sales and marketing expenses and expend significant management effort to create a new product or service. Even after incurring these costs, we ultimately may not sell any or only small amounts of these products or services. Consequently, if revenue does not increase in a timely fashion as a result of these expansion initiatives, the up-front costs associated with expansion may exceed revenue and reduce our working capital and income.

Computer systems failures, capacity constraints and breaches of security could increase our operating costs and cause us to lose clients.

        We internally support and maintain many of our computer systems and networks. Our failure to monitor or maintain these systems and networks or, if necessary, to find a replacement for this technology in a timely and cost-effective manner, would have a material adverse effect on our ability to conduct our operations.

        We also rely and expect to continue to rely on third parties to supply and maintain various computer and communications systems, such as telephone companies, online service providers, data processors, clearing organizations, software and hardware vendors and back-up services. Our systems, or those of our third party providers, may fail or operate slowly, causing one or more of the following:

•

unanticipated disruptions in service to our clients;



•

slower response times;



•

delays in our clients' trade execution;



•

failed settlement of trades;



•

decreased client satisfaction with our services;



•

incomplete, untimely or inaccurate accounting, recording, reporting or processing of trades;



•

financial losses;



•

litigation or other client claims; and



•

regulatory sanctions.

        We cannot assure you that we will not experience systems failures from power or telecommunications outages, acts of God, war, terrorism, human error, natural disasters, fire, sabotage, hardware or software malfunctions or defects, computer viruses, intentional acts of vandalism or similar events. Any system failure that causes an interruption in service or decreases the responsiveness of our service, including failures caused by client error or misuse of our systems, could damage our reputation, business and brand name. In addition, if security measures contained in our systems are breached as a result of third-party action, employee error, malfeasance or otherwise, our reputation may be damaged and our business could suffer.

        If systems maintained by us or third parties malfunction, our clients or other third parties may seek recourse against us. We could incur significant legal expenses defending these claims, even those which we may believe to be without merit. An adverse resolution of any lawsuits or claims against us

14

could result in our obligation to pay substantial damages and could have a material adverse effect on our financial condition or results of operations.

We may have difficulty managing our growth effectively.

        We have experienced significant growth in our business activities over the last several years, which has placed, and is expected to continue to place, a significant strain on our management and resources. Continued growth will require continued investment in personnel, facilities, information technology infrastructure and financial and management systems and controls. We may not be successful in implementing all of the processes that are necessary to support our growth, which could result in our expenses increasing faster than our revenues, causing our operating margins and profitability to be adversely affected.

        The expansion of our international operations, particularly our Asia-Pacific operations, involves challenges that we may not be able to meet. For example, we may have difficulty effectively managing and staffing our Asia-Pacific operations.

We depend on third-party software licenses. The loss of any of our key licenses could adversely affect our ability to provide our brokerage services.

        We license software from third parties, some of which is integral to our business. These licenses are generally terminable if we breach our obligations under the licenses or if the licensor gives us notice in advance of the termination. If any of these relationships were terminated, or if any of these third parties were to cease doing business, we may be forced to spend significant time and money to replace the licensed software. These replacements may not be available on reasonable terms, if at all. A termination of any of these relationships could have a material adverse effect on our financial condition and results of operations.

Our credit agreement contains restrictive covenants which may limit our working capital and corporate activities.

        We are a party to a credit agreement which imposes operating and financial restrictions on us, including restrictions which may, directly or indirectly, limit our ability to:

•

merge, acquire or dispose of assets;



•

incur liens, indebtedness or contingent obligations;



•

make investments;



•

engage in certain transactions with affiliates and insiders;



•

enter into sale and leaseback transactions;



•

pay dividends and other distributions; and



•

enter into new lines of businesses that are substantially different from our current lines of business.

        In addition, our credit agreement contains covenants that require us to maintain specified financial ratios and satisfy specified financial tests. As a result of these covenants and restrictions, we may be limited in how we conduct our business, and we may be unable to raise additional financing, to compete effectively or to take advantage of new business opportunities. We cannot assure you that we will be able to remain in compliance with these covenants in the future.

        Our credit agreement also contains several events of default, including for non-payment, certain bankruptcy events, covenant or representation breaches or a change in control.

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We must keep up with rapid technological changes in order to compete effectively.

        To remain competitive, we must continue to enhance and improve the responsiveness, functionality, accessibility and other features of our software, network distribution systems and technologies. The financial services industry is characterized by rapid technological change, changes in use and client requirements and preferences, frequent product and service introductions employing new technologies and the emergence of new industry standards and practices that could render our existing technology and systems obsolete. Development by our competitors of new electronic trade execution or market information products that gain acceptance in the market could give those competitors a "first mover" advantage that may make it difficult for us to overcome with our own technology. Our success will depend, in part, on our ability to:

•

develop and license technologies useful in our business;



•

enhance our existing services;



•

develop or acquire new services and technologies that address the increasingly sophisticated and varied needs of our existing and prospective clients; and



•

respond to technological advances and emerging industry standards and practices on a cost-effective and timely basis.

        The development of technology to support our business entails significant technological, financial and business risks. Further, the adoption of new internet, networking or telecommunications technologies may require us to devote substantial resources to modify and adapt our services. We cannot assure you that we will successfully implement new technologies or adapt our technology and transaction-processing systems to client requirements or emerging industry standards. We also cannot assure you that we will be able to respond in a timely manner to changing market conditions or client requirements. If we are unable to anticipate and respond to the demand for new services, products and technologies on a timely and cost-effective basis, and to adapt to technological advancements and changing standards, we may be unable to compete effectively, which could negatively affect our business.

If we acquire other companies or businesses, or if we hire new brokerage personnel, we may have difficulty integrating their operations.

        To achieve our strategic objectives, we have acquired or invested in, and in the future may seek to acquire or invest in, other companies and businesses. We also may seek to hire brokers for new or existing brokerage desks. These acquisitions or new hires may be necessary in order for us to enter into or develop new product areas. Acquisitions and new hires entail numerous risks, including:

•

difficulties in the assimilation of acquired personnel, operations, services or products;



•

diversion of management's attention from other business concerns;



•

assumption of unknown material liabilities of acquired companies or businesses;



•

commercial litigation;



•

the up-front costs associated with recruiting brokerage personnel, including when establishing a new brokerage desk;



•

failure to achieve financial or operating objectives; and



•

potential loss of clients or key employees of acquired companies, businesses or newly hired brokerage personnel.

        If we fail to manage these risks as we make acquisitions or make new hires, our profitability may be adversely affected, and we may never realize the anticipated benefits of the acquisitions or hires. In addition, entering into new businesses may require prior approval from our regulators. Our ability to obtain timely approval from our regulators may hinder our ability to successfully enter new businesses.

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We may not be able to obtain additional financing, if needed, on terms that are acceptable.

        Our business is dependent upon the availability of adequate funding and sufficient regulatory and clearing capital. Clearing capital is the amount of cash, guarantees or similar collateral that we must provide or deposit with our third party clearing organizations in support of our obligations under our contractual clearing arrangements with these organizations. Historically, these needs have been satisfied from internally generated funds, investments from our stockholders and lines of credit made available by commercial banking institutions. We believe that, based on current levels of operations and anticipated growth, our cash from operations, together with cash currently available, the net proceeds of this offering and available financing under our credit agreement, will be sufficient to fund our operations for the foreseeable future. However, if for any reason we need to raise additional funds, including to meet increased clearing capital requirements arising from growth in our brokerage business, we may not be able to obtain additional financing when needed. If we cannot raise additional funds on acceptable terms, we may not be able to develop or enhance our business, take advantage of future opportunities or respond to competitive pressure or unanticipated requirements.

In the event of employee misconduct or error, our business may be harmed.

        Employee misconduct could subject us to financial losses and regulatory sanctions and could seriously harm our reputation and negatively affect our business. It is not always possible to deter employee misconduct, and the precautions taken to prevent and detect employee misconduct may not always be effective. Misconduct by employees could include engaging in unauthorized transactions or activities, engaging in improper or unauthorized activities on behalf of clients or improperly using confidential information.

        Employee errors, including mistakes in executing, recording or reporting transactions for clients, could cause us to enter into transactions that clients may disavow and refuse to settle, which could expose us to the risk of material losses until the errors are detected and the transactions are unwound or reversed. As with any unsettled transaction, adverse movements in the prices of the securities involved in these transactions before they are unwound or reversed can increase this risk. The risk of employee error or miscommunication may be greater for products that are new or have non-standardized terms.

Seasonal fluctuations in trading may cause our quarterly operating results to fluctuate.

        Our business experiences seasonal fluctuations, reflecting reduced trading activity during summer months, particularly in August. We also experience reduced activity in December due to seasonal holidays. As a result, our quarterly operating results may not be indicative of the results we expect for the full year. Our operating results may also fluctuate quarter to quarter due to a variety of factors beyond our control such as conditions in the global financial markets, terrorism, war and other economic and political events. Furthermore, we may experience reduced revenues in a quarter due to a decrease in the number of business days in that quarter.

We may not be able to protect our intellectual property rights or may be prevented from using intellectual property necessary for our business.

        We rely primarily on trade secret, contract, copyright, trademark and patent law to protect our proprietary technology. It is possible that third parties may copy or otherwise obtain and use our proprietary technology without authorization or otherwise infringe on our rights. We may also face claims of infringement that could interfere with our ability to use technology that is material to our business operations.

        In the future, we may have to rely on litigation to enforce our intellectual property rights, protect our trade secrets, determine the validity and scope of the proprietary rights of others or defend against

17

claims of infringement or invalidity. Any such litigation, whether successful or unsuccessful, could result in substantial costs and the diversion of resources and the attention of management, any of which could negatively affect our business.

Consolidation among our clients may cause our revenue to be dependent on a smaller number of clients and may result in additional pricing pressure.

        Our primary clients are leading financial services institutions. The number of these clients may decrease as a result of large financial institution mergers. While no client accounted for more than approximately 8% of our total revenues for the year ended December 31, 2003 or more than 6% of our total revenues for the six months ended June 30, 2004, if our existing clients consolidate and new clients, such as national and regional banks, insurance companies and large hedge funds, do not generate offsetting volumes of transactions, our revenues may become concentrated in a relatively small number of clients. In that event, our revenues may be dependent on our relationships with those clients to a material extent. Furthermore, continued consolidation in the financial services industry could lead to the exertion of additional pricing pressure by our primary clients impacting the commissions we generate from our brokerage services.

Risks Related to this Offering

Jersey Partners has significant voting power and may take actions that may not be in the best interest of our other stockholders.

        Upon completion of this offering, Jersey Partners, in which our CEO and founder, Michael Gooch, is the controlling shareholder, will own approximately     % of our outstanding common stock. In addition, Jersey Partners, through its wholly-owned subsidiary Magnetic Management LLC, is the managing member of certain limited liability companies which hold shares of our Series A Preferred Stock. As managing member of these entities, Magnetic Management LLC controls the voting of those preferred shares. As a result, through Jersey Partners, Michael Gooch will have the ability to exert substantial influence over all matters requiring approval by our stockholders, including the election and removal of directors and any proposed merger, consolidation or sale of all or substantially all of our assets and other corporate transactions. This concentration of control could be disadvantageous to other stockholders with interests different from those of Michael Gooch. This concentration of voting power may have the effect of delaying or impeding actions that could be beneficial to our other stockholders, including actions that may be supported by our board of directors. The trading price for our common stock could be adversely affected if investors perceive disadvantages to owning our stock as a result of this significant concentration of share ownership. In addition, a subsidiary of Jersey Partners is the landlord on the lease for our principal London office.

If you purchase shares of common stock sold in this offering, you will experience immediate and substantial dilution.

        If you purchase shares of our common stock in this offering, you will experience immediate and substantial dilution of $                  per share (assuming the common stock is offered at $                  per share, the midpoint of the estimated price range set forth on the cover page of this prospectus) because the price that you pay will be substantially greater than the pro forma net tangible book value per share of the shares you acquire based on the pro forma net tangible book value per share as of June 30, 2004. This dilution is due in large part to the fact that our earlier investors paid substantially less than the initial public offering price when they purchased their shares. You will experience additional dilution upon the exercise of stock options by employees or directors to purchase common stock under our equity incentive plans and upon the exercise of a warrant. At June 30, 2004, we had outstanding stock options and an outstanding warrant to purchase an aggregate of 26,363,510 shares of our common stock at a weighted average exercise price of $1.24 per share. If all outstanding options and the warrant were fully exercised, you would experience substantial dilution of $        per share (assuming the common stock is offered at $        per share, the midpoint of the estimated price range set forth on the cover page of this prospectus) on a fully diluted basis. For a more detailed description, see "Dilution."

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There is no established trading market for our common stock, and the market for our stock may be highly volatile or may decline regardless of our operating performance. You may not be able to sell your shares at or above the initial public offering price.

        Prior to this offering, you could not buy or sell our common stock publicly. We have applied to have our common stock included for quotation on the Nasdaq National Market. However, an active public market for our common stock may not develop or be sustained after this offering. If a market does not develop or is not sustained, it may be difficult for you to sell your shares of common stock at a price that is attractive to you, or at all.

        The initial public offering price will be determined through negotiation between us and representatives of the underwriters, and may not be indicative of the market price for our common stock after this offering.

        The price at which our common stock will trade after this offering may be volatile due to a number of factors, including:

•

actual or anticipated fluctuations in our quarterly or annual results of operations;



•

changes in, or our failure to meet, market expectations;



•

our success or failure in implementing our growth plans;



•

changes in market valuations of companies viewed as similar to us;



•

technological innovations;



•

changes in governmental regulations;



•

additions or changes in key personnel;



•

depth of the trading market in our common stock;



•

future sales of our common stock;



•

the granting or exercise of employee stock options;



•

increased competition; and



•

general market conditions.

        In addition, equity markets, particularly the Nasdaq National Market, have experienced significant price and volume fluctuations that have affected the market prices for the securities of newly public companies for a number of reasons, including reasons that may be unrelated to our business or operating performance. These broad market fluctuations may result in a material decline in the market price of our common stock and you may not be able to sell your shares of common stock at prices you deem acceptable. In the past, following periods of volatility in the equity markets, securities class action lawsuits have been instituted against public companies. Such litigation, if instituted against us, could result in substantial cost and the diversion of management attention.

We have never operated as a public company and the obligations incident to being a public company will require additional expenditures of both time and resources.

        Prior to the consummation of this offering, we have never operated as a public company, and we expect that the obligations of being a public company, including substantial public reporting, auditing and investor relations obligations, will require significant additional expenditures, place additional demands on our management and require the hiring of additional personnel. These obligations will increase our operating expenses and could divert our management's attention from our operations. The Sarbanes-Oxley Act of 2002 and the SEC rules and regulations implementing that Act, as well as

19

various Nasdaq National Market rules, will require us to implement additional corporate governance practices and may require further changes. These new rules and regulations will increase our legal and financial compliance costs, and make some activities more difficult, time-consuming or costly. In particular, our management will be required to conduct an annual evaluation of our internal controls, and have that evaluation attested to by our independent auditor. We also expect these new rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance. We may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These new rules and regulations could also make it more difficult for us to attract and retain qualified independent members of our board of directors and qualified members of our management team.

Provisions of our certificate of incorporation and bylaws, agreements to which we are a party, regulations to which we are subject and provisions of our stock option plans could delay or prevent a change in control of our company and entrench current management.

        Our second amended and restated certificate of incorporation and bylaws, which will become effective simultaneously with the closing of this offering, may be deemed to have an anti-takeover effect and may delay, deter or prevent a change of control of us, such as a tender offer or takeover proposal that might result in a premium over the market price for our common stock. In addition, certain of these provisions make it more difficult to bring about a change in the composition of our board of directors, which could result in entrenchment of current management. For example, our second amended and restated certificate of incorporation and bylaws will:

•

provide for a classified board of directors;



•

not permit the removal of directors other than for cause;



•

not permit stockholders to act by written consent or to call special meetings;



•

require certain advance notice for director nominations and other actions to be taken at annual meetings of stockholders;



•

require supermajority stockholder approval with respect to extraordinary transactions such as mergers and certain amendments to our certificate of incorporation and bylaws (including in respect of the provisions set forth above); and



•

authorize the issuance of "blank check" preferred stock by our board of directors without stockholder approval, which could discourage a takeover attempt.

        Under our credit agreement, a change in control may lead the lenders to exercise remedies such as acceleration of the loan and termination of their obligations to fund additional advances under the revolving credit portion of that facility.

        Our brokerage businesses are heavily regulated and some of our regulators require that they approve transactions which could result in a change of control, as defined by the then-applicable rules of our regulators. The requirement that this approval be obtained may prevent or delay transactions that would result in a change of control.

        In addition, our stock option plans contain provisions pursuant to which options that are unexercisable or unvested may automatically become exercisable or vested as of the date immediately prior to certain change of control events. These provisions could have the effect of dissuading potential acquirors from pursuing merger discussions with us.

20

Our share price may be negatively impacted due to the large number of shares eligible for future sale.

        If our stockholders sell, or there is a perception they may sell, substantial amounts of our common stock, including shares issued upon the exercise of outstanding options or our outstanding warrant, in the public market following this offering, the market price of our common stock could decline. These sales also might make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem appropriate. In addition, we have granted registration rights to many of our existing stockholders.

        After the completion of this offering, the holders of an aggregate of approximately                        shares of our common stock will have registration rights, including the right, exercisable 180 days after the date of the effectiveness of the registration statement of which this prospectus is a part, to require us to register the sale of their shares and the right to include their shares in public offerings we undertake in the future. After this offering, we intend to register all shares of common stock that we may issue under our stock option plans. Once we register these shares, upon issuance they may be freely sold in the public market, subject to the lock-up agreements described below and in "Underwriting."

        Our stockholders agreement contains an agreement pursuant to which, upon our request, our stockholders will not sell their shares for a period designated by us, not to exceed 180 days after the date of the effectiveness of the registration statement of which this prospectus is a part. The agreements pursuant to which we have issued options to purchase our common stock and our outstanding warrant contain similar provisions. In addition, we and our directors and executive officers, the selling stockholders and holders of substantially all of our capital stock have agreed that, subject to specified exceptions, we and they will not sell common stock during the 180-day period after the date of this prospectus without the prior written consent of Citigroup and Merrill Lynch.

        Upon completion of this offering, we will have outstanding an aggregate of                        shares of our common stock, assuming no exercise of outstanding options or our outstanding warrant. Of these shares, all                        shares sold in this offering will be freely tradable without restriction or further registration under the Securities Act, unless the shares are purchased by our "affiliates" as that term is defined in Rule 144 under the Securities Act. In addition,                        other shares will be eligible for sale in the public market, subject to volume limits and manner of sale requirements, upon the expiration of the lock-up arrangements described above.

We will have broad discretion over the use of the proceeds to us from this offering, and we may not use these funds in a manner of which you would approve.

        We will have broad discretion to use the net proceeds we receive from this offering, and you will be relying on the judgment of our board of directors and management regarding the use of these proceeds. Although we expect to use the net proceeds from this offering to repay certain indebtedness, for general corporate purposes and for acquisitions (which may include the purchase of the outstanding shares of Fenics capital stock not currently owned by us), we have not allocated these net proceeds for specific purposes and cannot assure you that we will use these funds in a manner of which you would approve.

We do not expect to pay any dividends for the foreseeable future.

        We do not anticipate that we will pay any dividends to holders of our common stock in the foreseeable future. We expect to retain all future earnings, if any, for investment in our business. In addition, our credit agreement prohibits us from paying dividends without the approval of our lenders and any instruments governing our future indebtedness may also contain various covenants that limit our ability to pay dividends. Accordingly, investors must rely on sales of their common stock after price appreciation, which may not occur, as the only way to realize any future gains on their investment. Investors seeking cash dividends should not purchase our common stock.

21

FORWARD-LOOKING STATEMENTS

        This prospectus contains "forward-looking statements." Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain the words "believe," "anticipate," "expect," "estimate," "intend," "project," "will be," "will likely continue," "will likely result," or words or phrases of similar meaning including, among other things, statements concerning:

•

the risks and other factors described under the heading "Risk Factors" and elsewhere in this prospectus;



•

expansion and growth of our operations generally or of specific products;



•

our entrance into new brokerage markets, investments in establishing new brokerage desks and the hiring of new brokers;



•

future results of operations and financial condition;



•

business strategies;



•

market and general economic conditions;



•

risks associated with potential acquisitions by us of businesses or technologies;



•

uncertainties associated with currency fluctuations;



•

our failure to protect or enforce our intellectual property rights;



•

our ability to keep up with rapid technological change;



•

changes in laws and regulations governing our business and operations or permissible activities; and



•

changes in the availability of capital.

        Forward-looking statements involve risks and uncertainties, including, but not limited to, economic, competitive, governmental and technological factors outside of our control, as well as those risks discussed under the heading "Risk Factors," which may cause actual results to differ materially from the forward-looking statements. We operate in a changing environment in which new risk factors can emerge from time to time. It is not possible for management to predict all possible risks, nor can it assess the extent to which any factor, or a combination of factors, may cause actual results to differ materially from those contained in forward-looking statements. Given these risks and uncertainties, you should not place undue reliance on forward-looking statements.

22

USE OF PROCEEDS

        We estimate that the net proceeds from the shares offered by us will be approximately $                  million, after deducting the underwriting discount and estimated expenses of this offering and assuming we sell the shares for $            per share, the midpoint of the estimated price range set forth on the cover page of this prospectus. If the underwriters exercise their over-allotment option with us in full, we estimate that the net proceeds to us (including those shares) will be approximately $                  million. We will not receive any proceeds from the sale of shares by the selling stockholders.

        We will retain broad discretion over the allocation of the net proceeds of this offering. We intend to use a portion of the net proceeds of this offering to repay the entire $9.25 million outstanding principal amount, plus accrued interest, of our senior subordinated term loan with Jersey Partners. This note matures on June 15, 2011, and had an interest rate of LIBOR + 5.00%, or 6.61%, at June 30, 2004. We intend to use the remaining portion (estimated to be approximately $                  million, or $                  million if the over-allotment option is exercised in full) of the proceeds of this offering for working capital and other general corporate purposes and for acquisitions of, or investment in, companies, technologies or other assets that complement our business. We have no present understandings, commitments or agreements to enter into any potential acquisitions or investments. We may also use a portion of the net proceeds to us from this offering to purchase the remaining portion of Fenics capital stock not currently owned by us. The estimated cost of purchasing such remaining portion of Fenics' capital stock is described under "Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources."

        Pending specific application of the net proceeds to us, we currently plan to invest the net proceeds received in short-term, investment grade, interest-bearing securities.

DIVIDEND POLICY

        We do not anticipate paying any dividends on our common stock in the foreseeable future. We currently expect to retain all future earnings, if any, for investment in our business. In addition, our credit agreement prohibits us from paying dividends without the approval of our lenders and the instruments governing our future indebtedness may also contain various covenants that limit our ability to pay dividends.

        Any declaration and payment of dividends will be at the discretion of our board of directors and will depend upon, among other things, our earnings, financial condition, capital requirements, level of indebtedness, contractual restrictions with respect to the payment of dividends, and other considerations that our board of directors deems relevant. The board's ability to declare a dividend is also subject to limits imposed by Delaware corporate law. In addition, our subsidiaries are permitted to pay dividends to us subject to (i) certain regulatory restrictions related to the maintenance of minimum net capital in those of our subsidiaries that are subject to net capital requirements imposed by the applicable governmental regulators, and (ii) general restrictions imposed on dividend payments under the jurisdiction of incorporation or organization of each subsidiary.

        During 2000, 2001 and 2002, one of our subsidiaries, GFI Group LLC, paid dividends to Jersey Partners of $1.6 million, $3.3 million and $4.5 million, respectively. The dividends related to periods occurring prior to our reorganization in November 2001 and were paid to Jersey Partners as an "S" corporation to compensate it for certain tax liabilities in those periods during which Jersey Partners was the sole member of GFI Group LLC. In addition, on October 1, 2001, GFI Group LLC paid a dividend to Jersey Partners of $30 million in cash and accounts receivable in connection with our reorganization. See "Certain Relationships and Related Transactions — Loans from Jersey Partners."

23

CASH AND CAPITALIZATION

        The following table sets forth our cash and cash equivalents and capitalization as of June 30, 2004:

•

on an actual basis;



•

on a pro forma basis to reflect the conversion of all our Class A Common Stock and all series of our preferred stock into Class B Common Stock (which will become our only class of common stock and will be called "common stock"), which will occur immediately before the consummation of this offering; and



•

on a pro forma as adjusted basis to also give effect to receipt of the net proceeds from the sale by us in this offering of            shares of common stock at an assumed initial public offering price of $                  per share, after deducting underwriting discounts and commissions and the estimated offering expenses payable by us, and the application of the net proceeds as described under "Use of Proceeds."

        You should read this table in conjunction with "Selected Consolidated Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the notes thereto included elsewhere in this prospectus.

				As of June 30, 2004
				Actual			Pro Forma		Pro Forma as Adjusted
				(dollars in thousands, except per share data)
Cash and cash equivalents				$	75,307		$		$
Total debt, including current portion				$	49,590		$		$
Series C redeemable convertible preferred stock, $.01 par value per share, 35,373,704 shares authorized, issued and outstanding actual; no shares authorized, issued and outstanding pro forma or pro forma as adjusted					30,043			—		—
Stockholders' equity:
	Series A convertible preferred stock, $.01 par value per share, 28,000,000 shares authorized; 27,000,000 shares issued and outstanding actual; no shares authorized, issued and outstanding pro forma or pro forma as adjusted				26,209			—		—
	Series B convertible preferred stock, $.01 par value per share, 2,000,000 shares authorized; 1,700,000 shares issued and outstanding actual; no shares authorized, issued and outstanding pro forma or pro forma as adjusted				2,860			—		—
	Class A common stock, $.01 par value per share, 100,000,000 shares authorized; 55,991,541 shares issued and outstanding actual; no shares authorized, issued and outstanding pro forma or pro forma as adjusted				560			—		—
	Class B common stock, $.01 par value per share, 300,000,000 shares authorized; 96,480,312 shares issued and outstanding actual; no shares authorized, issued and outstanding pro forma or pro forma as adjusted				965			—		—
	Common stock, $.01 par value per share,            shares authorized; no shares issued and outstanding actual;            shares issued and outstanding pro forma;            shares issued and outstanding pro forma as adjusted				—
	Preferred stock, $             par value per share,             shares authorized; no shares issued and outstanding actual, pro forma or pro forma as adjusted				—			—		—
	Additional paid in capital				33,653
	Retained earnings (accumulated deficit)				(14,543	)
	Accumulated other comprehensive income				76
		Total stockholders' equity			49,780
			Total capitalization	$	129,413		$		$

24

        This table is based on 216,545,557 shares of our common stock outstanding as of June 30, 2004 (assuming conversion of our shares of preferred stock and Class A Common Stock into common stock on a 1-for-1 basis) and excludes:

•

25,363,510 shares issuable upon exercise of options with a weighted average exercise price of $1.25 per share;



•

1,000,000 shares issuable upon exercise of a warrant with an exercise price of $1.00 per share; and



•

13,883,260 shares available for future grants under our 2002 Stock Option Plan.

25

DILUTION

        Dilution is the amount by which the price paid by the purchasers of common stock in this offering will exceed the pro forma net tangible book value per share of common stock after this offering. Our net tangible book value at June 30, 2004 was $                  million or $                  per share of common stock. Net tangible book value per share represents our tangible assets less total liabilities and redeemable preferred stock, divided by the number of shares of common stock outstanding as of June 30, 2004. Our pro forma net tangible book value as of June 30, 2004 was $                  million or $                  per share of common stock. Pro forma net tangible book value gives effect to the conversion of all of our outstanding preferred stock and Class A Common Stock into            shares of our Class B Common Stock (which will become our only class of common stock and will be called "common stock") which will occur immediately before the closing of this offering. After giving effect to the consummation of this offering and the application of the net proceeds therefrom, our pro forma net tangible book value as of June 30, 2004 would have been $                  million or $            per share. This represents an immediate increase in pro forma net tangible book value to existing stockholders of $            per share and an immediate dilution to new investors of $            per share. The following table illustrates this per share dilution:

Assumed initial public offering price per share		$
Net tangible book value per share as of June 30, 2004	$
Pro forma net tangible book value per share as of June 30, 2004
Increase in pro forma net tangible book value per share resulting from this offering
Pro forma net tangible book value per share after this offering
Dilution per share to new investors		$
Fully diluted dilution per share to new investors		$

        The following table summarizes, on the pro forma basis set forth above as of June 30, 2004, the difference between the total cash consideration paid and the average price per share paid by existing stockholders and the purchasers of common stock in this offering with respect to the number of shares of common stock purchased from us, before deducting estimated underwriting discounts, commissions and offering expenses payable by us.

	Shares Purchased			Total Consideration
							Average Price Per Share
	Number	Percent		Amount	Percent
Existing stockholders			%	$		%	$
Purchasers of common stock in this offering(1)
Total		100.0	%	$	100.0	%

(1)

The            shares sold in this offering include            shares to be sold by existing stockholders.

        The tables above are based on 216,545,557 shares of our common stock outstanding as of June 30, 2004 (assuming conversion of our shares of preferred stock and Class A Common Stock into common stock on a 1-for-1 basis). The number of shares of common stock outstanding after this offering excludes, and the amount presented in "Fully diluted dilution per share to new investors" includes, the following as of June 30, 2004:

•

25,363,510 shares issuable upon exercise of options with a weighted average exercise price of $1.25 per share; and



•

1,000,000 shares issuable upon exercise of a warrant with an exercise price of $1.00 per share.

        In addition, 13,883,260 shares were available for future grants under our 2002 Stock Option Plan as of June 30, 2004.

26

To the extent these options and our outstanding warrant are exercised, there will be further dilution to purchasers of common stock in this offering. The amount presented in "Fully diluted dilution per share to new investors" assumes full exercise of the outstanding options and warrant listed above.

        If the underwriters exercise their over-allotment option in full, the following will occur:

•

the pro forma percentage of shares of our common stock held by existing stockholders will decrease to approximately    % of the total number of pro forma shares of our common stock outstanding after this offering; and



•

the pro forma number of shares of our common stock held by new public investors will increase to            , or approximately    % of the total pro forma number of shares of our common stock outstanding after this offering.

27

SELECTED CONSOLIDATED FINANCIAL DATA

        The following table presents our selected consolidated historical financial information and should be read in conjunction with our consolidated financial statements, the notes thereto and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this prospectus.

        We have derived the selected consolidated financial data as of and for the six months ended June 30, 2003 and June 30, 2004, from our unaudited consolidated financial statements included elsewhere herein, which include all adjustments, consisting only of normal recurring adjustments, that in our opinion are necessary for a fair presentation of financial position and results of operations as of those dates and for those periods. Historical operating and statistical information may not be indicative of our future performance.

        The historical information with respect to our company (except for the selected statistical data) for the years ended December 31, 1999, 2000, 2001, 2002 and 2003 has been derived from our audited consolidated financial statements, which have been audited by Deloitte & Touche LLP, independent registered public accounting firm. The audited consolidated financial statements for the years ended December 31, 2001, 2002 and 2003 appear elsewhere in this prospectus.

			Year ended December 31,													Six months ended June 30,
			1999(1)			2000(1)			2001			2002		2003		2003			2004
			(dollars in thousands, except share and per share data)
Consolidated Statement of Operations Data:
Revenues
	Commissions		$	97,664		$	123,635		$	212,162		$	259,851	$	250,157	$	128,551		$	169,703
	Analytics and market data			—			—			6,077			9,615		13,143		6,882			8,685
	Interest income			2,809			1,891			1,543			1,401		1,167		600			446
	Other income (loss)(2)			488			193			576			4,353		1,377		(707	)		1,309
		Total revenues		100,961			125,719			220,358			275,220		265,844		135,326			180,143
Expenses
	Compensation and employee benefits			58,216			80,583			142,574			174,011		166,276		86,794			113,561
	Communications and quotes			8,992			10,061			12,391			15,944		16,512		8,167			9,999
	Travel and promotion			6,550			8,374			11,335			15,522		14,301		6,798			8,878
	Rent and occupancy			4,951			6,584			8,630			10,964		10,645		6,060			5,329
	Depreciation and amortization			1,982			4,743			9,914			10,361		10,297		4,976			6,385
	Professional fees			2,700			6,048			10,634			7,254		7,793		3,430			3,944
	Clearing fees			1,514			1,628			1,750			4,063		3,668		1,965			3,450
	Interest			1,774			1,532			5,312			3,397		2,470		1,199			1,245
	Impairment of goodwill and intangible asset(3)			—			—			38,968			—		—		—			—
	Other expenses			1,328			2,752			6,260			6,960		6,533		2,163			4,711
		Total expenses		88,007			122,305			247,768			248,476		238,495		121,552			157,502
Income (loss) before provision for income taxes and minority interest				12,954			3,414			(27,410	)		26,744		27,349		13,774			22,641
	Provision for income taxes(4)			5,703			4,490			4,436			14,470		12,885		6,490			10,748
	Minority interest			(236	)		(973	)		(30	)		—		—		—			—
Net income (loss)			$	7,487		$	(103	)	$	(31,816	)	$	12,274	$	14,464	$	7,284		$	11,893
Earnings per share(5):
	Basic			N/A			N/A		$			$		$		$			$
	Diluted			N/A			N/A		$			$		$		$			$
Weighted average number of shares outstanding(5):
	Basic			N/A			N/A
	Diluted			N/A			N/A
Dividends(6)			$	5,474		$	1,634		$	33,266		$	4,536		—		—			—

28

		As of December 31,										As of June 30,
		1999		2000		2001		2002		2003		2003		2004
		(dollars in thousands, except employee and brokerage desk data)
Consolidated Statement of Financial Condition Data:
	Cash and cash equivalents	$	13,044	$	26,633	$	33,822	$	63,707	$	87,299	$	67,735	$	75,307
	Total assets(7)	$	145,409	$	196,852	$	304,293	$	276,756	$	374,809	$	300,672	$	683,786
	Total debt, including current portion	$	14,019	$	13,466	$	62,815	$	44,966	$	47,997	$	50,444	$	49,590
	Redeemable convertible preferred stock	$	—	$	—	$	—	$	30,043	$	30,043	$	30,043	$	30,043
	Stockholders' equity	$	25,279	$	48,899	$	15,059	$	23,142	$	37,778	$	30,708	$	49,780
Selected Statistical Data:
	Broker headcount		248		261		341		366		397		379		477
	Employees		325		401		572		655		668		660		774
	Number of brokerage desks(8)		43		52		64		65		78		76		94
	Broker productivity for the period(9)	$	418	$	537	$	685	$	721	$	648	$	339	$	387

			Year ended December 31,										Six months ended June 30,
			1999		2000		2001		2002		2003		2003		2004
			(dollars in thousands)
Commission Revenues by Geographic Region:
	U.S.		$	47,225	$	57,370	$	89,453	$	108,505	$	102,920	$	51,935	$	75,698
	U.K.			44,220		58,425		113,946		137,181		128,743		67,149		84,062
	Asia-Pacific			6,219		7,840		8,763		14,165		18,494		9,467		9,943
		Total	$	97,664	$	123,635	$	212,162	$	259,851	$	250,157	$	128,551	$	169,703

(1)

Earnings per share were not computed for this year because we were an S corporation until our reorganization in November 2001, and therefore earnings per share information is not meaningful.

(2)

Other income for the year ended December 31, 2002 included $1.4 million from the sale of our treasury repurchase agreement brokerage desk, as well as the receipt during that period of $1.7 million of insurance proceeds resulting from business interruptions in connection with the September 11, 2001 terrorist attacks in New York City.

(3)

The impairment charge incurred in 2001 was taken in order to reduce goodwill and an intangible asset associated with the Fenics acquisition to their estimated fair value.

(4)

Income earned prior to our reorganization in November 2001 was not subject to U.S. Federal income tax at the corporate level. See Note 12 in our consolidated financial statements. See "Our Business — Our Reorganization" for more information regarding the reorganization.

(5)

Earnings per share and weighted average number of shares outstanding for the years ended December 31, 2002 and 2003 have been restated as discussed in note 27 to our consolidated financial statements.

(6)

In 1999, 2000, 2001 and 2002, our subsidiary, GFI Group LLC, paid dividends of $5.5 million, $1.6 million, $3.3 million and $4.5 million, respectively, to Jersey Partners to compensate it for certain tax liabilities in those periods during which Jersey Partners was the sole member of GFI Group LLC. The amount paid in 2002 related to Jersey Partners' tax liabilities for the 11-month period ended November 30, 2001. In addition, on October 1, 2001, GFI Group LLC paid a dividend to Jersey Partners of $30 million in cash and accounts receivable as part of the reorganization. We do not expect that either we or our subsidiaries will pay dividends to our stockholders in the foreseeable future.

(7)

Total assets included receivables from brokers, dealers and clearing organizations of $87.2 million, $97.6 million, $157.5 million, $118.5 million, $193.1 million, $134.1 million and $492.2 million at December 31, 1999, 2000, 2001, 2002 and 2003, and at June 30, 2003 and 2004, respectively. These receivables primarily represent securities transactions entered into in connection with our matched principal business which have not settled as of their stated settlement dates. These receivables are substantially offset by the corresponding payables to brokers, dealers and clearing organizations for each of these unsettled transactions.

(8)

A brokerage desk is defined as one or more individual brokers working together at a single location that provide brokerage services with respect to one or more specific financial instruments. Brokerage desks in different offices are considered separate desks even if they focus on the same financial instrument.

(9)

We are presenting broker productivity to show the average amount of revenue generated per broker. Broker productivity is calculated as commission revenues divided by average monthly broker headcount for the period.

29

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the notes thereto. This discussion contains forward-looking statements. Actual results could differ materially from the results discussed in the forward-looking statements. Please see "Forward-Looking Statements" and "Risk Factors" for a discussion of some of the uncertainties, risks and assumptions associated with these statements.

Overview

        We are a leading inter-dealer broker specializing in over-the-counter derivatives products and related securities. We provide brokerage services and data and analytics products to institutional clients for a range of credit, financial, equity and commodity instruments. We function as an intermediary on behalf of our brokerage clients by matching their trading needs with counterparties having reciprocal interests. We do not engage in trading for our own account. We focus on the more complex, and often less liquid, markets for sophisticated financial instruments, primarily derivatives, where inter-dealer brokers have traditionally been able to provide services to their clients that generate higher commissions than in the markets for more standardized financial instruments. Our principal offices are in New York, London, Hong Kong, Singapore and Sydney.

        Our revenues have grown from $101.0 million for the year ended December 31, 1999 to $265.8 million for the year ended December 31, 2003. The main factors contributing to our growth were:

•

the net addition of 26 brokerage desks during the three year period ending December 31, 2003, resulting in an increase in brokerage personnel from 248 brokers at January 1, 2000 to 397 brokers at December 31, 2003;



•

a continued focus on, and investment in, growing and higher margin product areas, as well as product areas that complement our existing brokerage services;



•

overall volume growth in the markets in which we provide brokerage services;



•

the introduction and continued expansion of our hybrid brokerage capabilities; and



•

the introduction in 2001 and subsequent development of our data and analytics products.

        During the six months ended June 30, 2004 we added an additional 23 brokerage desks, resulting in a net total of 94 brokerage desks and 477 brokers at June 30, 2004.

        The business that is now GFI was originally formed in 1987 by our chief executive officer and founder, Michael Gooch. GFI Group Inc. was incorporated as GFI's holding company under the laws of the State of Delaware in August of 2001 as part of a reorganization of GFI's then-existing corporate structure, which we refer to as the Reorganization. The Reorganization was completed in November 2001 and was accounted for similar to a pooling of interests. The Reorganization is described in greater detail under "Our Business — Our Reorganization" and in note 3 to our consolidated financial statements. Jersey Partners, our principal stockholder, is principally owned by Michael Gooch and certain of our current and former employees. Jersey Partners currently owns approximately 63% of our combined outstanding common and preferred stock before giving effect to this offering and will own    % of our common stock after giving effect to this offering (    % if the underwriters exercise their over-allotment option in full).

        In April 2001, we acquired approximately 90% of the outstanding capital stock of Fenics Limited. At that time, Fenics primarily developed and distributed a foreign exchange option pricing and analysis tool for the financial services industry. We acquired Fenics for the purpose of expanding our data and

30

analytics product offerings. We are required to use commercially reasonable efforts to purchase, with cash or our common stock, the remaining 10% of the capital stock of Fenics not owned by us following the consummation of this offering. Additional information regarding our purchase of the remaining capital stock of Fenics, including an estimate of the associated costs, is presented under "—Liquidity and Capital Resources."

Financial Overview

Revenues

        We derive our revenues primarily from the commissions we charge to our clients in connection with our inter-dealer brokerage services and the fees we charge for certain of our data and analytics products.

Commissions

        Commissions represent revenue generated from our brokerage transactions. We provide brokerage services to our clients in the form of either agency or matched principal transactions. In agency transactions, we charge a commission for connecting buyers and sellers and assisting in the negotiation of the price and other material terms of the transaction. After all material terms of a transaction are agreed upon, we identify the buyer and seller to each other and leave them to settle the trade directly. Commissions charged to our clients in agency transactions vary across the products for which we provide brokerage services. Commissions from agency transactions represented approximately 80%, 77%, 74%, 75% and 70% of our total commission revenue for the years ended December 31, 2001, 2002 and 2003, and the six months ended June 30, 2003 and 2004, respectively. Commissions from agency transactions are recognized on the date on which the related trade is made. However, we do not receive our commissions until our invoice is paid by the client. Clients are invoiced on a monthly basis.

        In matched principal transactions, we act as a "middleman" by serving as counter-party for an identified buyer and an identified seller in matching reciprocal back-to-back trades. Because the buyer and seller each settle their transactions with us rather than with each other, the parties are able to maintain their anonymity. We generate revenue from matched principal transactions on the spread between the buy and sell price of the security that is brokered. We refer to this spread as a commission. Revenues from matched principal transactions are recognized on the date on which the trade is made. Generally, we do not receive our commissions until the settlement date of the transaction, typically one to three business days after the trade date. Commissions from matched principal transactions have been growing as a percentage of our total commissions and comprised approximately 20%, 23%, 26%, 25% and 30% of our total commission revenues for the years ended December 31, 2001, 2002 and 2003, and the six months ended June 30, 2003 and 2004, respectively. The increase in our commissions from matched principal transactions has primarily resulted from the development of our brokerage services in new and existing product areas in which matched principal execution is either required or more common than agency execution. We do not engage in trading for our own account.

        The performance of our brokerage desks is largely dependent on a number of factors, including market developments affecting the products we broker, the size of transactions, the location of the markets, the terms of the instruments brokered, the currency of the instruments brokered, commission structure, competition, recruitment or departure of key brokers or customers, volatility and the level of trading activity in the various products that we broker. Additionally, as markets mature and have more participants, the resulting competition generally leads to lower commissions. Accordingly, our strategy is to continually seek new markets in which we can charge higher commissions and increase our market share and trading volumes in existing markets in order to offset this potential downward pressure on our commission revenues.

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        We offer our brokerage services in four broad product categories: credit, financial, equity and commodity. The charts below detail our commission revenues by product category in dollars and as a percentage of our total commission revenues for the indicated periods.

			Year ended December 31,									Six months ended June 30,
			2001			2002			2003			2003			2004
			(dollars in thousands)
COMMISSIONS:
	Credit		$	78,556		$	114,509		$	115,371		$	62,543		$	74,470
	Financial			52,622			55,194			69,101			33,346			39,462
	Equity			21,774			28,841			27,226			13,002			31,064
	Commodity			59,210			61,307			38,459			19,660			24,707
		Total commissions	$	212,162		$	259,851		$	250,157		$	128,551		$	169,703
COMMISSIONS:
	Credit			37.0	%		44.1	%		46.1	%		48.7	%		43.9	%
	Financial			24.8			21.2			27.6			25.9			23.2
	Equity			10.3			11.1			10.9			10.1			18.3
	Commodity			27.9			23.6			15.4			15.3			14.6
		Total commissions		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%

        As the chart above indicates, our brokerage operations in the credit product category produced a significant percentage of our total commission revenues in each of the last three years and through the six months ended June 30, 2004. We expect that commissions from credit brokerage operations will continue to constitute the largest percentage of our total commission revenues for the year ended 2004. In the past, a combination of increasing commission revenues from credit brokerage operations and declining commission revenues in other product categories, such as the commodity product category, resulted in an increasing percentage of our total commission revenues being generated in the credit product category. This trend reversed slightly for the six months ended June 30, 2004, despite increased commission revenues from our credit brokerage operations, due to increased commission revenues in other product categories, such as the equity product category. We believe that commission revenues from our four brokerage categories will continue to fluctuate year to year based on, among other things, developments in those markets which are outside our control, such as the effects that the bankruptcies of Enron and other energy companies had on the energy portion of the commodity product category, and initiatives by the Company to increase our presence in certain markets, such as our recent initiative to increase the number of brokerage desks in our equity product category.

Credit

        We provide our brokerage services in a wide range of markets for credit instruments, including credit derivatives, investment grade corporate bonds, high-yield bonds and emerging market bonds. The markets for credit derivatives, generally, and the market for credit default swaps, specifically, have experienced strong growth in the last three years. As a result, more competitors have entered these markets. Increased competition has placed downward pressure on the commissions that we can charge, resulting in lower commission rates. We expect this trend to continue in the markets for more widely traded credit derivative products, such as single-entity credit default swaps. Partially in response to this trend, we have sought to establish and increase our presence in markets for newer credit derivative products that have fewer competitors and allow for higher commissions. We have also sought to support an increasing movement among our clients to integrate certain credit derivatives with other related or correlated financial instruments. We believe this trend, together with our existing presence in the credit derivatives market, may permit us to expand our presence in the markets for these related or

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correlated financial instruments, some of which are in the credit products area and others of which are in the financial and equity product areas.

Financial

        Our financial products brokerage services cover a wide range of markets for financial instruments, including foreign exchange options, bond options and repurchase agreements. The market for foreign exchange options saw increased trading activity with our customers in 2003 due to the increased volatility of the U.S. Dollar. Over the past few years, we have expanded our presence in the financial products area by adding brokerage desks in markets for emerging market foreign exchange options and non-deliverable forwards contracts. In recent years, we have seen growth in the Asia-Pacific markets for financial products and, as a result, we opened an office in Singapore earlier this year to attempt to capitalize on that trend.

Equity

        We provide brokerage services in a range of markets for equity products, including U.S. equity, international equity, equity derivatives and Global Depositary Receipts and American Depositary Receipts. Recently, our clients have begun to integrate their trading of certain equity and credit derivative products, in an effort to exploit arbitrage opportunities that may arise from the volatility in price fluctuations of debt and equity instruments issued by a company. In response to this trend, we added nine equity brokerage desks globally in the first half of 2004 and expect our commission revenues in this area to increase as a result of our expansion.

Commodity

        We provide brokerage services in a diverse array of markets for commodity products, including electricity, wet freight derivatives, precious metals, coal, natural gas, weather derivatives and pulp and paper. Wet freight derivatives and pulp and paper are examples of new product markets in which we have participated in the last few years as we continue to develop new markets. Wet freight derivatives allow oil companies, ship owners and other users of wet freight cargo capacity to better manage volatile shipping costs for their products by effectively locking in the cost of shipping future products.

        Enron Corp. and its affiliates were active participants in several of the energy product areas in which we provide brokerage services. The bankruptcies of Enron Corp. and other energy companies in late 2001 and 2002 caused a disruption in the global energy markets, which resulted in, among other things, several market participants ceasing or reducing their level of trading activity. This decrease in market participants began to fully evidence itself in the second half of 2002 and was primarily responsible for the approximately 37% decrease in our commission revenues for the year ended December 31, 2003 from our commodity products area compared to 2002. We have recently seen a modest increase in activity in the energy markets in the U.S. and U.K.

Analytics and Market Data

        In addition to commissions from our brokerage services, we also earn revenues from the sale of our analytics and market data products. Revenues from analytics and market data represented 3%, 3%, 5%, 5% and 5% of our total revenues for the years ended December 31, 2001, 2002 and 2003, and the six months ended June 30, 2003 and 2004, respectively. We offer our clients analytics and market data products which are used to build pricing models, develop trading strategies and price and revalue their derivative positions. Our Fenics FX calculator is a widely-used analytical tool in the foreign exchange markets.

        We generate revenues from software licenses, data subscription fees and upgrade/maintenance fees associated with our analytics and market data products offerings. For software licenses, we charge our

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clients up-front, one-time license fees and annual and monthly subscription fees. We also charge upgrade fees that are generally treated as follow-on licenses. We sell our data either on a subscription fee basis or in customized one-time sales. Our analytics and market data products are offered to a broader range of clients than are our brokerage services, including national and regional banks, large corporations and hedge funds.

Interest Income

        We generate interest income primarily from the investment of our cash balances. We currently invest our cash in highly liquid investments with maturities of three months or less.

Other Income (Loss)

        Other income (loss) typically consists of non-recurring items, which historically have included income received by us from litigation settlements, insurance settlements, gains on the sale of a non-strategic brokerage desk, and other non-recurring items. Other income (loss) also includes transactional gains or losses based on foreign currency fluctuations.

Expenses

Compensation and Employee Benefits

        Our principal operating cost is our compensation and employee benefits expense, which includes salaries, sign-on bonuses, incentive compensation and related employee benefits and taxes. Our employees can be allocated into three general categories: brokerage employees, data and analytics products employees and administrative and support employees, which include our executive officers. The most significant component of our overall compensation and employee benefits expense is the employment costs of our brokers.

        Our compensation and employee benefits expense for all employees has both a fixed and variable component. Base salaries and benefit costs are primarily fixed for all employees. Employees also receive bonuses, which constitute the variable portion of our compensation and employee benefits expense. Broker bonuses are primarily based on the operating results of their related brokerage desk as well as their individual performance. For many of our brokerage employees, their bonus constitutes a significant component of their overall compensation. Bonuses for other employees generally are more broadly based on our overall performance. For most of these employees, the bonus is typically a smaller component of their overall compensation than is the case for our brokers. Accordingly, bonus costs, and therefore compensation and employee benefits expense, are variable and normally rise and fall in relation to our commission revenues. A significant portion of brokerage bonuses are typically paid semi-annually in March for the six month period ending December 31 of the prior year, and in September, for the six month period ending June 30 of that year. Bonuses paid to all employees represented 54%, 55%, 47%, 49% and 53% of total compensation and employee benefits expense for the years ended December 31, 2001, 2002 and 2003 and the six months ended June 30, 2003 and 2004, respectively.

        Compensation and employee benefits expense also includes sign-on bonuses for some newly-hired brokers or for some of our existing brokers who agree to long-term employment agreements. These sign-on bonuses are typically amortized over the term of the related employment agreement, which is generally two years. These employment agreements typically contain repayment clauses should the employee voluntarily terminate his or her employment during the initial term of the agreement.

        We believe that in certain situations, we can expand our business into strategic product areas through recruitment of experienced brokers who can build successful brokerage desks. Such recruitment may cause us to incur upfront signing bonuses which increase current compensation expense. Recently,

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we have incurred increased expenses for sign-on bonuses in order to recruit key brokers for the strategic expansion of our brokerage operations in the equity and credit product areas. We expect that expenses relating to sign-on bonuses will continue to increase in 2004 to a level that is substantially higher than historical levels as we further expand into new product areas. In future years, we may pursue strategic expansion opportunities by using our common stock in lieu of cash sign-on bonuses or to acquire brokerage businesses.

        In the past, we compensated the brokers in our U.K. office in British Pounds. As a result, we were exposed to movements in foreign currency exchange rates because most of the revenues associated with our U.K. operations are received in Euros and U.S. Dollars. We have attempted to mitigate this exposure in 2004 by introducing a policy which provides that bonuses earned for all brokers in our U.K. office will be paid in U.S. Dollars, or foreign currency equivalents.

        Compensation and employee benefits expense also includes expenses related to employee stock options. Options issued prior to January 1, 2003 under our 2000 Stock Option Plan were accounted for using the intrinsic method with compensation expense arising upon issuance of options with exercise prices below the fair market value of the stock at the date of grant and totaling approximately $0.2 million, $0.3 million and $40,000 for the years ended December 31, 2001, 2002 and 2003, respectively. The options issued under our 2002 Stock Option Plan are not exercisable until the consummation of an initial public offering. All options issued prior to January 1, 2003 under our 2002 Stock Option Plan were modified in the second quarter of 2004 to extend the term of each option. Options issued or modified on or after January 1, 2003 are accounted for using the fair value method provided by Statement of Financial Accounting Standards No. 123, pursuant to which we expense the fair value measured at the date of grant, or incremental fair value measured at the date of modification, over the related vesting period. As these options are not exercisable until consummation of an initial public offering, the fair value calculated as of the date of grant or modification will be recorded upon the consummation of this offering to the extent vested. We expect a total non-cash compensation charge of $                (net of tax of $                , or per share of $                ) of which $                (net of tax of $                , or per share of $                ) would be recorded in the quarter in which we consummate this offering, and the balance of which would be recorded over the remaining vesting period.

Communications and Quotes

        Our communications expense consists primarily of costs for our voice and data connections with our clients and clearing agents. These costs generally increase as we add new brokerage desks and clients. However, we have seen a general reduction in telecommunications rates in recent years, which we attribute to competition in the telecommunications industry.

        Our quote systems expense consists primarily of fees for access to market data and related services, primarily Reuters and Bloomberg services. Many of these costs are fixed because these systems are required regardless of transaction volume. Further, many of our quote systems vendors require one- to two-year service contracts. We have recently begun to expand our presence in certain equity products which require greater usage of information data systems and trade reporting systems. As a result, we expect quote systems expense to increase in the future.

Travel and Promotion

        The majority of our travel and promotion expenses are attributable to marketing costs of our brokerage clients, as well as our general corporate marketing expenses. General corporate marketing expenses relate to media, print, trade-show and other advertising efforts undertaken to promote our services and products. The travel and promotion expenses related to our brokerage clients include travel and client entertainment costs. We have a policy that seeks to limit travel and promotion expense

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attributable to each brokerage desk to an amount consistent with the revenue productivity of that brokerage desk. This is accomplished by deducting any excess travel and promotion expense from the calculation of bonus compensation for many of our desks.

Rent and Occupancy

        Our rent and occupancy expenses include the costs of leasing, furnishing and maintaining our offices in the U.S., the U.K. and the Asia-Pacific region, including maintaining our technology infrastructure in these offices. As we expand our business within existing locations or to new locations our rent and occupancy expenses will likely increase.

Depreciation and Amortization

        Our depreciation and amortization expense arises from the depreciation and amortization of property, equipment and leasehold improvements, including software internally developed for our trading systems, and the amortization of software inventory developed in connection with analytics products to be marketed to third parties. Over the past few years, we have incurred significant costs in the development of software for internal use as well as for software to be marketed externally. As a result, depreciation and amortization expense has increased over this period. Software developed for internal use is depreciated once the software is ready for its intended use. Software inventory developed for external sales is amortized once the product is available for general release to clients. We expect that depreciation and amortization expense will increase in 2004 because we will begin to depreciate several large software development projects put into production at the end of 2003 and the beginning of 2004.

Professional Fees

        Our professional fees include fees paid to consultants and other professionals who are engaged to support our strategic development of new and existing businesses and technologies. Our legal and accounting fees are also included in these costs. As a public company, we will be subject to various reporting and corporate governance requirements, including the requirements of the Sarbanes-Oxley Act of 2002 and the SEC rules and regulations implementing that Act, as well as recent changes to the Nasdaq National Market rules, which may require us to incur increased professional fee expenses in order to comply with these requirements.

Clearing Fees

        Our clearing fees expense relates to clearance, brokerage and other transaction expenses for clearing and settlement services supporting matched principal transactions. These amounts also include fees we pay to exchanges and floor brokers in connection with brokering various equity products. Clearing fees expense generally fluctuates based on transaction volumes and has increased in recent years due to an increase in the volume of matched principal transactions that we executed.

Interest Expense

        Our interest expense consists of interest charged by lenders to us in connection with our loans and lines of credit. Our credit obligations bear variable rates of interest. As a result, our interest expense is subject to change based on the prevailing interest rate environment and the amount of variable rate debt we have outstanding.

Impairment of Goodwill and Intangible Asset

        Our impairment of goodwill and intangible asset expense in 2001 related to GFInet's acquisition of Fenics. GFInet acquired Fenics in April 2001 in the hope of achieving a number of objectives, which

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included pursuing its Internet-based business strategy. Fenics had developed a system of on-line pricing and analysis of currency derivative instruments. GFInet also had a number of other objectives in acquiring Fenics, which included obtaining its software technology, developer personnel and customer base.

        The basic terms and consideration for the Fenics acquisition were negotiated in the third quarter of 2000 when valuations of companies with Internet strategies were within six months of their highs. Nevertheless, between those negotiations and the completion of the transaction in April 2001, market values of Internet-based companies further declined. Not long after the acquisition of Fenics, we found that demand for its Internet-based services had declined substantially. Accordingly, we made the decision to discontinue its Internet strategy and instead focus efforts on Fenics' software product development and sales. This resulted in an impairment charge incurred in 2001 which was taken in order to reduce goodwill and an intangible asset associated with the Fenics acquisition to their estimated fair value.

        Our current business model for Fenics is to offer analytics and market data products in selected markets that are used to build pricing models, develop trading strategies and manage, price and revalue derivative portfolios. These products are sold primarily on a subscription basis through a dedicated sales team in order to enhance general client loyalty and expand our profile in these markets while generating additional revenue.

Other Expenses

        Our other expenses primarily relate to irrecoverable Value Added Tax ("VAT") incurred in connection with our brokerage and data and analytics operations in the U.K., litigation reserves, bank charges, regulatory fees, general office expenses and other miscellaneous operating expenses. Irrecoverable VAT represents the portion of VAT we pay in connection with purchases of services and products in the U.K. which cannot be claimed as a credit on our VAT return. Irrecoverable VAT amounts are determined based on a computed VAT recovery rate.

Provision for Income Taxes

        Our provision for income taxes consists of current and deferred tax provisions relating to federal, state and local taxes, as well as applicable taxes related to foreign subsidiaries. We file a consolidated federal income tax return and combined state and local income tax returns. The difference between our actual income tax rate and our effective tax rate for a given period is primarily a reflection of the tax effects of our foreign operations, general business credits and the non-deductibility of certain expenses.

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Results of Operations

        The following table sets forth our consolidated results of operations for the indicated periods:

			Year ended December 31,							Six months ended June 30,
			2001			2002		2003		2003			2004
			(dollars in thousands)
REVENUES:
	Commissions
		Credit	$	78,556		$	114,509	$	115,371	$	62,543		$	74,470
		Financial		52,622			55,194		69,101		33,346			39,462
		Equity		21,774			28,841		27,226		13,002			31,064
		Commodity		59,210			61,307		38,459		19,660			24,707
		Total commissions		212,162			259,851		250,157		128,551			169,703
	Analytics and market data			6,077			9,615		13,143		6,882			8,685
	Interest income			1,543			1,401		1,167		600			446
	Other income (loss)			576			4,353		1,377		(707	)		1,309
		Total revenues		220,358			275,220		265,844		135,326			180,143
EXPENSES:
	Compensation and employee benefits			142,574			174,011		166,276		86,794			113,561
	Communications and quotes			12,391			15,944		16,512		8,167			9,999
	Travel and promotion			11,335			15,522		14,301		6,798			8,878
	Rent and occupancy			8,630			10,964		10,645		6,060			5,329
	Depreciation and amortization			9,914			10,361		10,297		4,976			6,385
	Professional fees			10,634			7,254		7,793		3,430			3,944
	Clearing fees			1,750			4,063		3,668		1,965			3,450
	Interest			5,312			3,397		2,470		1,199			1,245
	Impairment of goodwill and intangible asset			38,968			—		—		—			—
	Other expenses			6,260			6,960		6,533		2,163			4,711
		Total expenses		247,768			248,476		238,495		121,552			157,502
Income (loss) before provision for income taxes and minority interest				(27,410	)		26,744		27,349		13,774			22,641
	Provision for income taxes			4,436			14,470		12,885		6,490			10,748
	Minority interest			(30	)		—		—		—			—
Net income (loss)			$	(31,816	)	$	12,274	$	14,464	$	7,284		$	11,893

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        The following table sets forth our consolidated results of operations as a percentage of our total revenues for the indicated periods:

			Year ended December 31,						Six months ended June 30,
			2001		2002		2003		2003		2004
REVENUES:
	Commissions
		Credit	35.6	%	41.5	%	43.5	%	46.2	%	41.4	%
		Financial	23.9		20.1		26.0		24.7		21.9
		Equity	9.9		10.5		10.2		9.6		17.2
		Commodity	26.8		22.3		14.5		14.5		13.7
		Total commissions	96.2		94.4		94.2		95.0		94.2
	Analytics and market data		2.8		3.5		4.9		5.1		4.8
	Interest income		0.7		0.5		0.4		0.4		0.3
	Other income (loss)		0.3		1.6		0.5		(0.5	)	0.7
	Total revenues		100.0	%	100.0	%	100.0	%	100.0	%	100.0	%
EXPENSES:
	Compensation and employee benefits		64.7	%	63.2	%	62.5	%	64.1	%	63.0	%
	Communications and quotes		5.6		5.8		6.2		6.0		5.6
	Travel and promotion		5.1		5.6		5.4		5.0		4.9
	Rent and occupancy		3.9		4.0		4.0		4.5		3.0
	Depreciation and amortization		4.5		3.8		3.9		3.7		3.5
	Professional fees		4.8		2.6		2.9		2.5		2.2
	Clearing fees		0.8		1.5		1.4		1.5		1.9
	Interest		2.4		1.2		0.9		0.9		0.7
	Impairment of goodwill and intangible asset		17.7		0.0		0.0		0.0		0.0
	Other expenses		2.9		2.5		2.5		1.6		2.6
	Total expenses		112.4	%	90.2	%	89.7	%	89.8	%	87.4	%
Income (loss) before provision for income taxes and minority interest			(12.4	)%	9.8	%	10.3	%	10.2	%	12.6	%
	Provision for income taxes		2.0		5.3		4.8		4.8		6.0
	Minority interest		0.0		0.0		0.0		0.0		0.0
Net income (loss)			(14.4	)%	4.5	%	5.5	%	5.4	%	6.6	%

Six Months Ended June 30, 2004 Compared to the Six Months Ended June 30, 2003

Overview

        Net income for the six months ended June 30, 2004 was $11.9 million compared to net income of $7.3 million for the comparable period in 2003, an increase of approximately 63.0%. Total revenues increased by $44.8 million, or 33.1%, to $180.1 million for the six months ended June 30, 2004 from $135.3 million for the comparable period in 2003. Our increased revenues were primarily due to increased commission revenues across each of our product categories. Total expenses increased by $35.9 million, or 29.5%, to $157.5 million for the six months ended June 30, 2004 from $121.6 million for the comparable period in 2003. Expenses increased primarily because of increased compensation expense which was attributable to an increase in performance-based bonuses as a result of higher revenues and to higher than normal sign-on bonuses in the six months ended June 30, 2004.

Revenues

Commissions

        Total commissions increased by $41.1 million, or 32.0%, to $169.7 million for the six months ended June 30, 2004 from $128.6 million for the comparable period in 2003. Of the total increase of $41.1 million, approximately $22.3 million was attributable to the addition of 25 new brokerage desks across all product areas since June 30, 2003. Commission revenues increased in each of our product

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categories with most of the increase coming from increased commission revenues in the equity and credit product categories. The increase in equity products commission revenues of approximately $18.0 million was primarily attributable to the addition of seven new brokerage desks that generated approximately $10.2 million of commission revenue in the six months ended June 30, 2004. The increase in credit product commission revenues of approximately $12.0 million was primarily attributable to $8.7 million in commission revenue generated by 14 new brokerage desks. The increase in financial products commission revenues of approximately $6.0 million was primarily attributable to increased commission revenue generated by our existing brokerage desks. The increase in commodities product commission revenues of approximately $5.0 million was primarily attributable to $3.0 million in commission revenue generated by new brokerage desks and increased commission revenue generated in existing desks as a result of a partial recovery in the energy product markets.

Analytics and Market Data

        Revenues from our analytics and market data products increased by $1.8 million, or 26.1%, to $8.7 million for the six months ended June 30, 2004 from $6.9 million for the comparable period in 2003. This increase was primarily the result of $1.7 million of additional revenue in the six months ended June 30, 2004 from data sales, which were primarily generated under our data distribution agreement with Reuters.

Interest Income

        Interest income remained relatively level at approximately $0.4 million for the six months ended June 30, 2004, as compared to $0.6 million for the comparable period in 2003.

Other Income (Loss)

        Other income (loss) increased by $2.0 million to $1.3 million for the six months ended June 30, 2004 from a loss of $0.7 million for the comparable period in 2003. Other income for the six months ended June 30, 2004 primarily consisted of the proceeds received by us from a litigation settlement related to an employment contract dispute with one of our competitors. The loss in other income for the six months ended June 30, 2003 primarily consisted of losses on foreign exchange forward contracts we entered into to mitigate our exposure to foreign currency exchange rate fluctuations. Because the forward contracts we entered into prior to June 2003 did not meet the requirements for hedge accounting, gains and losses associated with those forward contacts are included in our earnings. All forward contracts entered into during June 2003 and thereafter are designated and qualify as foreign currency cash flow hedges and any gains or losses are recorded through other expenses from the time the hedged transactions are recognized.

Expenses

Compensation and Employee Benefits

        Compensation and employee benefits expense increased by $26.8 million, or 30.9%, to $113.6 million for the six months ended June 30, 2004 from $86.8 million for the comparable period in 2003. This increase was primarily attributable to an increase in the number of brokers from 379 as of the six months ended June 30, 2003 to 477 as of the six months ended June 30, 2004, increased performance-related brokerage bonuses of $12.5 million and an increase in expense related to sign-on bonuses of $3.9 million. The increase in sign-on bonuses for newly hired brokers in 2004 resulted from the expansion of our brokerage operations in equity and corporate bond products.

        Total compensation as a percentage of total revenues decreased to 63.0% for the six months ended June 30, 2004 from 64.1% for the comparable period in 2003, while broker productivity (defined as commission revenues during the period divided by average monthly broker headcount for the period) increased by approximately 14% for the six months ended June 30, 2004 as compared to the same period in 2003.

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Communications and Quotes

        Communications and quotes expense increased by $1.8 million, or 22.0%, to $10.0 million for the six months ended June 30, 2004 from $8.2 million for the comparable period in 2003. This increase was primarily attributable to an increase in brokerage personnel.

Travel and Promotion

        Travel and promotion expense increased by $2.1 million, or 30.9%, to $8.9 million for the six months ended June 30, 2004 from $6.8 million for the comparable period in 2003. This expense, as a percentage of our commission revenues for the six months ended June 30, 2004, was consistent with the comparable period in 2003.

Rent and Occupancy

        Rent and occupancy expense decreased by $0.8 million, or 13.1%, to $5.3 million for the six months ended June 30, 2004 from $6.1 million for the comparable period in 2003. This decrease was primarily due to reduced repairs and maintenance costs for the six months ended June 30, 2004 as well as higher rent and occupancy expenses for the six months ended June 30, 2003 as a result of payments made in connection with the termination of certain equipment leases.

Depreciation and Amortization

        Depreciation and amortization expense increased by $1.4 million, or 28.0%, to $6.4 million for the six months ended June 30, 2004 from $5.0 million for the comparable period in 2003. This increase reflects depreciation of capitalized development costs of several of the software projects that we began amortizing at the end of 2003 and the first quarter of 2004.

Professional Fees

        Professional fees increased by $0.5 million, or 14.7%, to $3.9 million for the six months ended June 30, 2004 from $3.4 million for the comparable period in 2003. This increase was primarily due to increased legal, tax, internal audit outsourcing and IT consulting fees.

Clearing Fees

        Clearing fees increased $1.5 million, or 75.0%, to $3.5 million for the six months ended June 30, 2004 from $2.0 million for the comparable period in 2003. This increase was primarily due to an increase in the number of matched principal transactions we executed for the six months ended June 30, 2004 as compared to the six months ended June 30, 2003. Matched principal transactions are generally settled through third party clearing organizations which charge us a fee for their services.

Interest Expense

        Interest expense remained level at $1.2 million for the six months ended June 30, 2004, which was consistent with the comparable period in 2003.

Other Expenses

        Other expenses increased by approximately $2.5 million to $4.7 million for the six months ended June 30, 2004 as compared to $2.2 million for the comparable period in 2003. The increase was primarily attributable to an increase in litigation expenses related to employment matters as well as an increase in irrecoverable Value Added Tax related to increased purchases in communications and quotes in the U.K and an increase in other general office and miscellaneous expenses, such as charitable contributions and bank charges.

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Provision for Income Taxes

        Our provision for income taxes totaled $10.8 million for the six months ended June 30, 2004 and $6.5 million for the six months ended June 30, 2003. Our effective tax rate was approximately 47% for each period.

Year Ended December 31, 2003 Compared to the Year Ended December 31, 2002

Overview

        Our net income for the year ended December 31, 2003 was $14.5 million compared to net income of $12.3 million for the year ended December 31, 2002, an increase of 17.9%. Total revenues decreased by $9.4 million, or 3.4%, to $265.8 million for the year ended December 31, 2003 from $275.2 million for the year ended December 31, 2002. Our decreased revenues were primarily attributable to a decrease in commissions in the commodity products area due to a reduction in trading activity. Total expenses decreased by 4.0% to $238.5 million for the year ended December 31, 2003 from $248.5 million for the year ended December 31, 2002. Expenses decreased primarily because of reduced bonuses resulting from lower commission revenues. A reduction in our effective tax rate also contributed to the increase in net income for 2003 as compared to 2002.

Revenues

Commissions

        Total commission revenues decreased by $9.7 million, or 3.7%, to $250.2 million for the year ended December 31, 2003 from $259.9 million for the year ended December 31, 2002. Commission revenues from new brokerage desks established during the period from May 2002 through the end of 2003 generated an increase of $22.6 million in commission revenue for the year ended December 31, 2003, however this increase was offset by a $32.3 million decrease in commission revenues from existing desks mainly in commodity and credit products. The decrease in commodity product commission revenue of approximately $22.8 million primarily resulted from reduced trading in the energy markets caused by the continued impact of the bankruptcies of Enron Corp. and other energy companies, leading to a substantial decline in commission revenues relating to energy products and an overall reduction of 37% in commission revenues in the commodity product area as compared to the same period in 2002. Commission revenues derived from the credit products area were generally unchanged because increased commission revenue of $13.3 million from the addition of nine new or restructured brokerage desks was largely offset by decreased commission revenue from our existing brokerage desks as new competitors entered the credit product markets in 2003 resulting in downward pressure on our commission rates. The increase in financial product commission revenues of $13.9 million resulted primarily from market growth in a number of products whose growth was affected by the increased volatility of the U.S. dollar.

Analytics and Market Data

        Revenues from our analytics and market data products increased by $3.5 million, or 36.5%, to $13.1 million for the year ended December 31, 2003 from $9.6 million for the year ended December 31, 2002. This increase was primarily the result of increased data sales of $3.8 million, partially offset by a reduction in revenue from our analytics products of $0.3 million.

Interest Income

        Interest income decreased by $0.2 million to $1.2 million for the year ended December 31, 2003 from $1.4 million for the year ended December 31, 2002. This decrease was primarily caused by lower interest rates on our cash deposits.

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Other Income

        Other income decreased by $3.0 million, or 68.2%, to $1.4 million for the year ended December 31, 2003 from $4.4 million for the year ended December 31, 2002. This decrease was primarily due to other income received in 2002 from the sale of our treasury repurchase agreement brokerage desk for $1.4 million, as well as the receipt in 2002 of insurance proceeds of $1.7 million resulting from business interruption in connection with the September 11, 2001 terrorist attacks in New York City.

Expenses

Compensation and Employee Benefits

        Compensation and employee benefits expense decreased by $7.7 million, or 4.4%, to $166.3 million for the year ended December 31, 2003 from $174.0 million for the year ended December 31, 2002. This decrease was primarily due to reductions in bonuses to brokers and executives as a result of lower commission revenues in 2003 as compared to 2002 and a $2.9 million reduction in 2003 in our accrual for the employer portion of National Insurance Contributions ("NIC") related to certain 2002 employee bonuses in the U.K. Based on legal developments in the U.K. and management's evaluation of facts and circumstances available in 2003, management decided that it would not be probable that we would be obligated to pay the NIC related to these bonuses and we reduced our accrual accordingly.

        Total compensation as a percentage of total revenues decreased to 62.5% for the year ended December 31, 2003 from 63.2% for the year ended December 31, 2002. Broker productivity decreased by approximately 10% for the year ended December 31, 2003 as compared to the same period in 2002, partially as a result of a decline in commission revenues from the commodity products area.

Communications and Quotes

        Communications and quotes expense increased by $0.6 million, or 3.8%, to $16.5 million for the year ended December 31, 2003 from $15.9 million for the year ended December 31, 2002. This increase was primarily due to an increase in communications charges incurred as a result of an increase in broker headcount by 31 brokers and an increase in quote charges due to increased activity in our U.K. and Asia-Pacific offices.

Travel and Promotion

        Travel and promotion expense decreased by $1.2 million, or 7.7%, to $14.3 million for the year ended December 31, 2003 from $15.5 million for the year ended December 31, 2002. This decrease was primarily due to policies introduced by management over the course of 2003 which seek to limit these expenses.

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Rent and Occupancy

        Rent and occupancy expense decreased by $0.4 million, or 3.6%, to $10.6 million for the year ended December 31, 2003 compared to $11.0 million for the year ended December 31, 2002. This decrease was primarily due to decreased utility costs in 2003.

Depreciation and Amortization

        Depreciation and amortization expense was $10.3 million for the year ended December 31, 2003 compared to $10.4 million for the year ended December 31, 2002. Depreciation and amortization remained fairly level as a result of the offsetting effects of certain assets fully depreciating during 2003 and the commencement in 2003 of the depreciation of certain previously capitalized development costs for software developed for internal use.

Professional Fees

        Professional fees increased by $0.5 million, or 6.8%, to $7.8 million for the year ended December 31, 2003 from $7.3 million for the year ended December 31, 2002. This increase was primarily due to an increase in fees related to accounting and tax services.

Clearing Fees

        Clearing fees decreased by $0.4 million, or 9.8%, to $3.7 million for the year ended December 31, 2003 from $4.1 million for the year ended December 31, 2002. This decrease was primarily due to a reduction in trade execution fees reflecting lower trading volume in equity derivatives products.

Interest Expense

        Interest expense decreased by $0.9 million, or 26.5%, to $2.5 million for the year ended December 31, 2003 from $3.4 million for the year ended December 31, 2002. This decrease was primarily due to reduced borrowing costs under our credit facility as a result of lower interest rates, and the repayment in February 2003 of indebtedness incurred in connection with our acquisition of Fenics.

Other Expenses

        Other expenses remained relatively level at $6.5 million for the year ended December 31, 2003, compared to $7.0 million for the year ended December 31, 2002.

Provision for Income Taxes

        Our provision for income taxes totaled $12.9 million for the year ended December 31, 2003 and $14.5 million for the year ended December 31, 2002. Our effective tax rate was approximately 47% for the year ended December 31, 2003 and approximately 54% for the year ended December 31, 2002. This reduction in our effective tax rate was primarily due to a reduction in the amount of disallowed deductions for promotion expenses and the recognition of deferred tax assets relating to our foreign operations, specifically the recording of certain foreign deferred items, including foreign depreciation and software charges and unpaid intra-company royalties and interest. Unpaid intra-company royalties and interest give rise to a deferred tax asset because, for U.K. income tax purposes, no current year deduction is permitted for intra-company royalties or interest unless they are paid in the year of accrual or within one year of such accrual. As a result, a deduction would be allowed for those expenses when paid or so long as payment occurs within one year of accrual and, until such payment is made, we record a deferred asset.

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Year Ended December 31, 2002 Compared to the Year Ended December 31, 2001

Overview

        Our net income for the year ended December 31, 2002 was $12.3 million compared to a net loss of $31.8 million for the year ended December 31, 2001. The net loss in 2001 was primarily attributable to a $39.0 million impairment charge in 2001 resulting from a reduction in fair value of goodwill and an intangible asset associated with the acquisition of Fenics. Total revenues increased by $54.8 million or 24.9% to $275.2 million for the year ended December 31, 2002 from $220.4 million for the year ended December 31, 2001. Our increased revenues were primarily due to the increased commission revenue from our credit and equity product areas. Total expenses, excluding the impairment charge, increased by $39.7 million or 19.0% to $248.5 million for the year ended December 31, 2002 from $208.8 million for the year ended December 31, 2001.

Revenues

Commissions

        Total commission revenues increased by $47.7 million, or 22.5%, to $259.9 million for the year ended December 31, 2002 from $212.2 million for the year ended December 31, 2001. Of the total increase of $47.7 million, approximately $16.4 million was attributable to commission revenue generated by new brokerage desks established during the period from mid-2001 through 2002. The overall increase in our commission revenue was primarily attributable to increases in credit and equity product commission revenues. The increase in credit product commission revenues of $36.0 million was primarily the result of increased commissions from our credit derivatives and corporate bond brokerage desks. The market for credit derivatives experienced strong growth in 2002, which we were able to capitalize on as one of the early participants in this market. The growth in the credit derivatives markets in 2002 led to the entrance of several new competitors at the end of 2002 and in 2003 and created downward pressure on commission rates. The increase in equity product revenues of $7.1 million was primarily due to new equity derivatives brokerage desks, which were mainly established in June through August of 2001 and, therefore, did not contribute a full year of revenue in 2001.

Analytics and Market Data

        Revenues earned from our analytics and market data products increased by $3.5 million to $9.6 million for the year ended December 31, 2002 from $6.1 million for the year ended December 31, 2001. The increase in 2002 primarily resulted from the acquisition of Fenics in April 2001 and the inclusion of its partial year analytics and market data revenue in 2001.

Interest Income

        Interest income remained relatively level at $1.4 million for the year ended December 31, 2002 compared to $1.5 million for the same period in 2001.

Other Income

        Other income increased by $3.8 million to $4.4 million for the year ended December 31, 2002 from $0.6 million for the year ended December 31, 2001. This increase was primarily due to other income received in 2002 from the sale of our treasury repurchase agreement brokerage desk for $1.4 million, as well as the receipt in 2002 of insurance proceeds of $1.7 million resulting from business interruption in connection with the September 11, 2001 terrorist attacks in New York City.

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Expenses

Compensation and Employee Benefits

        Compensation and employee benefits expense increased by $31.4 million, or 22.0%, to $174.0 million for the year ended December 31, 2002 from $142.6 million for the year ended December 31, 2001. This increase was primarily due to the increase in bonuses paid to our brokers which reflects the increase in commission revenues for 2002.

        Total compensation as a percentage of total revenues decreased to 63.2% for the year ended December 31, 2002 from 64.7% for the year ended December 31, 2001, while broker productivity increased by approximately 5.3% for the year ended December 31, 2002 as compared to the same period in 2001.

Communications and Quotes

        Communications and quotes expense increased by $3.5 million, or 28.2%, to $15.9 million for the year ended December 31, 2002 from $12.4 million for the year ended December 31, 2001. This increase was primarily due to expanded communication and quotes requirements for our brokerage desks.

Travel and Promotion

        Travel and promotion expense increased by $4.2 million, or 37.2%, to $15.5 million for the year ended December 31, 2002 from $11.3 million for the year ended December 31, 2001. This expense, as a percentage of our commission revenues for the year ended December 31, 2002, was consistent with the comparable period in 2001.

Rent and Occupancy

        Rent and occupancy expense increased by $2.4 million, or 27.9%, to $11.0 million for the year ended December 31, 2002 from $8.6 million for the year ended December 31, 2001. This increase was primarily due to increased rent resulting from additional space we leased in New York and London as a result of the Fenics acquisition and the general expansion of our brokerage operations in New York and Hong Kong.

Depreciation and Amortization

        Depreciation and amortization expense increased by $0.5 million, or 5.1%, to $10.4 million for the year ended December 31, 2002 from $9.9 million for the year ended December 31, 2001. This increase in depreciation and amortization expense in 2002 primarily resulted because of the commencement in 2002 of the depreciation of some of the costs we incurred in our information technology and infrastructure build-up during 2001.

Professional Fees

        Professional fees decreased by $3.3 million, or 31.1%, to $7.3 million for the year ended December 31, 2002 from $10.6 million for the year ended December 31, 2001. The decrease was largely due to non-recurring consulting fees we paid in 2001 related to the preliminary project stage of software being developed for internal use in our trading systems.

Clearing Fees

        Clearing fees increased by $2.3 million to $4.1 million for the year ended December 31, 2002 from $1.8 million for the year ended December 31, 2001. This increase was primarily due to an increase in the number of matched principal transactions we executed, which required increased clearing services,

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as well as an increase in trade execution fees reflecting greater transaction volumes in the equity derivatives product area.

Interest Expense

        Interest expense decreased by $1.9 million, or 35.8%, to $3.4 million for the year ended December 31, 2002 from $5.3 million for the year ended December 31, 2001. This decrease was largely attributable to interest expense of approximately $1.8 million that we incurred in 2001 due to unsettled trades in our treasury repurchase agreement business. These unsettled trades resulted from market disruptions caused by the terrorist attacks of September 11, 2001 in New York City.

Impairment of Goodwill and Intangible Asset

        We had no impairment of goodwill and intangible asset expense for the year ended December 31, 2002, compared to an expense of $39.0 million for the year ended December 31, 2001. The impairment charge incurred in 2001 was taken in order to reduce goodwill and an intangible asset associated with the Fenics acquisition to their estimated fair value. This resulted from the determination by management that the carrying value of the goodwill and the intangible asset attributable to Fenics was not recoverable as a result of the continued decline in market conditions in the information technology sector. A strategic decision was made in the second quarter of 2001 to discontinue the Internet-based operations of Fenics. See note 5 to our consolidated financial statements for more information concerning this impairment charge.

Other Expenses

        Other expense remained relatively level at $7.0 million for the year ended December 31, 2002 compared to $6.3 million for the year ended December 31, 2001.

Provision for Income Taxes

        Our provision for income taxes totaled $14.5 million for the year ended December 31, 2002 and $4.4 million for the year ended December 31, 2001. Our effective tax rate was approximately 54% for the year ended December 31, 2002 and approximately (16)% for the year ended December 31, 2001. The existence of a financial accounting loss in a year with taxable profits gave rise to the negative effective tax rate recognized for the year ended December 31, 2001. A comparison of the effective tax rates between these two years is not meaningful because the negative effective tax rate for the year ended December 31, 2001 resulted primarily from the impairment charge that we took in 2001 in order to reduce goodwill and an intangible asset associated with the acquisition of Fenics. This impairment charge created a financial accounting loss but was not deductible for income tax purposes. In addition, for the year ended December 31, 2001, non-deductible expenses increased our effective tax rate.

Liquidity and Capital Resources

        To date, we have primarily financed our operations through cash provided by our operations, proceeds received from sales of our equity securities and borrowings under our prior credit facilities. In August 2004, we entered into a new credit agreement which provides for a revolving cash facility in a principal amount of $80.0 million, which includes a letter of credit facility that has a sub-limit of $30.0 million. Borrowings under our new credit facility were used to repay in full our outstanding borrowings under our old credit facility. See "Description of Certain Indebtedness" for a description of our new credit agreement.

        Cash and cash equivalents consist of cash and highly liquid investments with maturities, when purchased, of three months or less. At June 30, 2004, we had $75.3 million of cash and cash equivalents compared to $67.7 million as of June 30, 2003 and $33.8 million, $63.7 million and $87.3 million at

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December 31, 2001, 2002 and 2003, respectively. The changes to our cash and cash equivalent balances for these periods are due to our operating, investing and financing activites as discussed below.

        The following table sets forth our cash flows from operating activities, investing activities and financing activities for the periods indicated:

	Year ended December 31,									Six months ended June 30,
	2001			2002			2003			2003			2004
	(dollars in thousands)
Cash provided by (used in) operating activities	$	20,653		$	38,582		$	28,924		$	3,214		$	(9,321	)
Cash used in investing activities		(10,990	)		(15,172	)		(7,804	)		(4,744	)		(3,900	)
Cash provided by (used in) financing activities		(2,635	)		6,532			2,761			5,277			1,500
Effects of foreign currency translation adjustment		161			(57	)		(289	)		281			(271	)
Increase (decrease) in cash and cash equivalents	$	7,189		$	29,885		$	23,592		$	4,028		$	(11,992	)

        Cash provided by (used in) operating activities primarily consists of net income adjusted for certain non-cash items including depreciation and amortization and the effects of changes in working capital. Cash used in operating activities for the six months ended June 30, 2004 was $9.3 million and consisted of net income of $11.9 million adjusted for non-cash items of $5.9 million and $27.1 million utilized for working capital. Cash provided by operating activities for the six months ended June 30, 2003, was $3.2 million and consisted of net income of $7.3 million adjusted for non-cash items of $5.2 million and $9.3 million utilized for working capital. The decrease in cash provided by operating activities for the six months ended June 30, 2004 compared to the same period in 2003 was primarily due to the net increase in receivables from and payables to brokers, dealers and clearing organizations.

        Cash provided by operating activities was $28.9 million for the year ended December 31, 2003 and consisted of net income of $14.5 million adjusted for non-cash items of $9.4 million and $5.1 million provided by working capital. Cash provided by operating activities was $38.6 million for the year ended December 31, 2002 and consisted of net income of $12.3 million adjusted for non-cash items of $16.0 million and $10.3 million provided by working capital. The non-cash items for the year ended December 31, 2002 reflect an increased provision for doubtful accounts and provision for deferred taxes. Cash provided by operating activities was $20.7 million for the year ended December 31, 2001 and consisted of a net loss of $31.8 million adjusted for non-cash items of $44.5 million and $8.0 million provided by working capital. Of the non-cash items reflected for the year ended December 31, 2001, $39.0 million related to the impairment of goodwill and intangible asset associated with Fenics, which in conjunction with the dividend of $33.3 million paid to Jersey Partners resulted in an accumulated deficit of $48.6 million as of December 31 2001.

        Cash used in investing activities was $3.9 million for the six months ended June 30, 2004 compared to $4.7 million for the six months ended June 30, 2003. Cash used in investing activities was $7.8 million for the year ended December 31, 2003 compared to $15.2 million for the year ended December 31, 2002 and $11.0 million for the year ended December 31, 2001. The variation in cash used in investing activities were primarily attributable to fluctuating levels of expenditure on information technology assets, both externally purchased and internally developed, in connection with the growth of our business during those periods.

        We estimate that for 2004 our expenditures for property, equipment and leasehold improvements, including software developed for internal use, and other investments will aggregate approximately $9.0 million. Our capital expenditures have primarily related to software developed for internal use and computer equipment replacements and upgrades. Currently, we have no material commitments for capital expenditures.

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        Cash provided by financing activities for the six months ended June 30, 2004 was $1.5 million compared to $5.3 million for the six months ended June 30, 2003. Cash provided by financing activities for the six months ended June 30, 2004 consisted of borrowings under our old credit facility. Cash provided by financing activities for the six months ended June 30, 2003 consisted of increased borrowings under our old credit agreement partially offset by scheduled principal payments on notes payable. Cash provided by financing activities was $2.8 million for the year ended December 31, 2003 compared to $6.5 million for the year ended December 31, 2002. Net borrowings under the revolving portion of our old senior credit facility increased by $10.5 million for the year ended December 31, 2003 compared to $3.7 million for the year ended December 31, 2002. Cash provided by financing activities for the year ended December 31, 2002 also included $30.1 million from the issuance of our Series C Preferred Stock in June 2002 and was partially offset by the repayment of $22.7 million in notes payable to Jersey Partners and the payment of $4.5 million in dividends to Jersey Partners. Cash provided by financing activities was $6.5 million for the year ended December 31, 2002 compared to cash used in financing activities of $2.6 million for the year ended December 31, 2001. The 2001 amount reflects the payment of a dividend of $33.3 million to Jersey Partners for the year ended December 31, 2001.

        At June 30, 2004, there were $20.5 million in outstanding borrowings under the revolving portion of our old credit facility, $20.0 million in outstanding borrowings under the term portion of our old credit facility and $7.0 million in guarantees outstanding under our old credit facility. At June 30, 2004, we had $2.5 million of availability under the revolving portion of our old credit facility. These outstanding borrowings were subsequently repaid in full on August 23, 2004 with the proceeds of our new credit agreement. Outstanding borrowings under our new credit agreement were $41.5 million under the revolving portion and $6.5 million pursuant to letters of credit as of August 31, 2004. We are in compliance with all of our obligations under our new credit agreement.

        Our liquidity and available cash resources are in part restricted by the regulatory requirements of our four primary operating subsidiaries, GFI Securities LLC, which is a registered broker-dealer in the U.S., and GFI Securities Limited, GFI Brokers Limited and GFInet U.K. Limited which are registered broker-dealers in the U.K. As such, they are subject to minimum capital requirements imposed by their respective market regulators that are intended to ensure general financial soundness and liquidity based on certain minimum capital requirements. U.S. and U.K. regulations prohibit a registered broker-dealer from repaying borrowings of its parent or affiliates, paying cash dividends, making loans to its parent or affiliates or otherwise entering into transactions that result in a significant reduction in its regulatory net capital position without prior notification or approval from its principal regulator. Our non-regulated subsidiaries are not subject to these restrictions. The capital structures of each of our broker-dealer subsidiaries are designed to provide each with capital and liquidity consistent with its business and regulatory requirements. As of June 30, 2004, GFI Securities LLC had net capital of $16.6 million, which was $16.3 million in excess of its required minimum net capital of $0.3 million. As of June 30, 2004, GFI Securities Limited had financial resources, as defined by the FSA, of $19.6 million, which was $12.5 million in excess of its required financial resources of $7.1 million. As of June 30, 2004, GFI Brokers Limited had financial resources, as defined by the FSA, of $13.1 million, which was $8.2 million in excess of its required financial resources of $4.9 million. As of June 30, 2004, GFInet U.K. Limited had financial resources, as defined by the FSA, of $18.8 million, which was $10.9 million in excess of its required financial resources of $7.9 million.

        GFI (HK) Securities LLC is subject to the capital requirements of the SFC in Hong Kong. At June 30, 2004, GFI (HK) Securities LLC had net capital of approximately $0.5 million, which was $0.1 million in excess of its required minimum net capital of $0.4 million.

        In Singapore, the MAS regulates our subsidiary GFI Group PTE Ltd. Our compliance requirements with the MAS include, among other things, maintaining stockholders' equity of 3.0 million Singapore dollars and monitoring GFI Group PTE Ltd.'s trading practices and business activities.

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        We believe that, based on current levels of operations and anticipated growth, our cash from operations, together with cash currently available, the net proceeds of this offering and availability under our new credit agreement, will be sufficient to fund our operations for at least the next twelve months. Poor financial results, unanticipated expenses, unanticipated acquisitions or unanticipated strategic investments could give rise to additional financing requirements sooner than we expect. There can be no assurance that equity or debt financing will be available when needed or, if available, that the financing will be on terms satisfactory to us and not dilutive to our then-current stockholders.

        We intend to use a portion of the net proceeds from this offering, estimated to be approximately $         million, to repay in full the outstanding principal of $9.25 million and accrued interest on the note held by Jersey Partners. We may also use a portion of the net proceeds of this offering to purchase the remaining portion of Fenics capital stock not currently owned by us. At the time we acquired our approximately 90% interest in Fenics in 2001, we agreed to purchase the remaining approximately 10% of the capital stock of Fenics upon the occurrence of a "liquidity event." The definition of a "liquidity event" includes, among other things, the completion of an initial public offering such as the offering contemplated herein. Within 120 days after the completion of this offering, we are obligated to provide notice to the remaining holders of the outstanding capital stock of Fenics that a "liquidity event" has occurred. At such holders' election, we are required to use commercially reasonable efforts to acquire such outstanding capital stock at a per share price equal to the fair market value, as of the date of such acquisition, of 3.11 shares of our common stock (which will be adjusted for our reverse stock split). If a holder of Fenics stock elects to sell such stock to us, we may pay the purchase price either in cash or shares of our common stock (at our option) or in any other form of consideration agreed to with the Fenics holders. If we acquired all of the remaining Fenics capital stock with cash, the amount payable by us would be approximately $            , assuming that the fair market value of our common stock on the date of our acquisition of Fenics shares equals the mid-point of the range set forth on the cover of this prospectus.

Contractual Obligations and Commitments

        The following table summarizes certain of our contractual arrangements as of June 30, 2004, after giving effect to the conversion of our redeemable convertible preferred stock into shares of our common stock upon the completion of this offering.

				Payments Due by Period
		Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
		(dollars in thousands)
Contractual Obligations
Long-Term Debt:
	Notes Payable(1)(2)	$	40,500	$	7,500	$	33,000	$	—	$	—
	Loan Notes Payable(3)		9,250		—		1,850		3,700		3,700
Operating Leases			32,239		3,711		6,638		6,322		15,568
Purchase Obligations			6,639		5,200		1,439		—		—
Total		$	88,628	$	16,411	$	42,927	$	10,022	$	19,268

(1)

Amounts listed under Notes Payable represent outstanding borrowings under our old credit facility and vary from the notes payable reflected in our financial statements because our financial statements reflect the total debt net of unamortized loan fees.

(2)

On August 23, 2004, the outstanding borrowings under the old credit facility were repaid with the proceeds of a borrowing under our new credit facility. The new credit facility matures on April 1, 2007 unless our Series C Redeemable Convertible Preferred Stock is converted into common stock prior to such date in which case the maturity date will be August 23, 2007. There was $41.5 million

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outstanding under the revolving portion of the new credit facility at August 31, 2004. See "Description of Certain Indebtedness" for a discussion of our new credit facility.

(3)

Amounts listed under Loan Notes Payable represent the remaining outstanding principal amount of a note held by Jersey Partners. We intend to use a portion of the net proceeds of this offering to repay that note in full.

Off-Balance Sheet Entities

        We do not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Application of Critical Accounting Policies and Use of Estimates

        This Management's Discussion and Analysis of Financial Condition and Results of Operations discusses our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States, also referred to as U.S. GAAP. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of income and expenses during the reporting periods. We base our estimates and judgments on historical experience and on various other factors that we believe are reasonable under the circumstances. Actual results may differ from these estimates under varying assumptions or conditions. Note 2 of the notes to our consolidated financial statements includes a summary of the significant accounting policies and methods used in the preparation of our consolidated financial statements.

        On an ongoing basis, management evaluates its estimates and judgments, particularly as they relate to accounting policies that management believes are critical. That is, these accounting policies are most important to the portrayal of our financial condition and results of operations and they require management's most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

Revenue Recognition

        We provide brokerage services to our clients in the form of either agency or matched principal transactions. In agency transactions, we charge commissions for executing transactions between buyers and sellers. In matched principal transactions, we simultaneously agree to buy instruments from one party and sell them to another. We earn commission revenue from matched principal transactions on the spread between the buy and sell price of the security that is brokered. Commissions revenues and related expenses from agency and matched principal transactions are recognized on a trade date basis. We do not receive actual payment of the commissions until the specific account receivable is collected in an agency transaction or until the specific settlement date in a matched principal transaction.

        We evaluate the level of our allowance for doubtful accounts based on the financial condition of our clients, the length of time receivables are past due and our historical experience with the particular client. Also, if we know of a client's inability to meet its financial obligations, we record a specific provision for doubtful accounts for estimated losses resulting from the inability of that client to make payments. The amount of the provision will be charged against the amounts due to reduce the receivable to the amount we reasonably believe will be collected. If the financial condition of one of our clients were to deteriorate, resulting in an impairment of its ability to make payments, an additional provision could be required. Due to changing economic business and market conditions, we review the provision monthly and make changes to the provision as appropriate. Our allowance for doubtful accounts at June 30, 2004 was $2.2 million.

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Stock Options

        We have granted employees options to purchase our common stock, generally at an exercise price greater than or equal to the fair market value of the underlying stock at the date of grant. For all options accounted for under APB No. 25, Accounting for Stock Issued to Employees, which requires measurement on the date of grant, we record deferred stock-based compensation to the extent that the value of the stock at the date of grant exceeds the exercise price of the option. For disclosure purposes, we also estimate the impact on our net income of applying the fair value method of measuring compensation cost on stock options with the fair value determined under the minimum value method as provided by Statement of Financial Accounting Standards, or SFAS, No. 123, Accounting for Stock-Based Compensation, as amended by SFAS No. 148, Accounting for Stock-Based Compensation — Transition and Disclosure. Effective January 1, 2003, we adopted fair value accounting consistent with SFAS No. 123, Accounting for Stock-Based Compensation, using the prospective method allowed by SFAS No. 148. Under SFAS No. 123, options issued or modified on or after January 1, 2003 are accounted for using the fair value method, pursuant to which we expense the fair value measured at the date of grant, or the incremental fair value measured at the date of modification, over the related vesting period. An assumption utilized in the minimum value calculation is the estimate of the fair value of the underlying stock. In the absence of a public market for our common stock, management estimates the market value of our common stock for option grants based upon recent transactions involving our equity securities and periodic valuation analyses.

Goodwill

        Under SFAS No. 142, Goodwill and Other Intangible Assets, management is required to perform a detailed review, at least annually, of the carrying value of our intangible assets, which includes goodwill. In this process, management is required to make estimates and assumptions in order to determine the fair value of our assets and liabilities and projected future earnings using various valuation techniques, including a discounted cash flow model. Management uses its best judgment and information available to it at the time to perform this review. Because management's assumptions and estimates are used in projecting future earnings as part of the valuation, actual results may differ. If management determines that the fair value of the intangible asset is less than its carrying value, an impairment loss would be recognized in an amount equal to the difference between the fair value and the carrying value.

Income Taxes

        In accordance with SFAS No. 109, Accounting for Income Taxes, we provide for income taxes using the asset and liability method under which deferred income taxes are recognized for the estimated future tax effects attributable to temporary differences and carry-forwards that result from events that have been recognized either in the financial statements or the income tax returns, but not both. The measurement of current and deferred income tax liabilities and assets is based on provisions of enacted tax laws. Valuation allowances are recognized if, based on the weight of available evidence, it is more likely than not that some portion of the deferred tax assets will not be realized. Our interpretation of complex tax law may impact our measurement of current and deferred income taxes.

Quantitative and Qualitative Disclosure about Market Risk

        We are exposed to various market risks. Our exposure to market risks primarily consists of foreign currency exchange rate fluctuations related to our international operations, changes in interest rates which impact our variable-rate debt obligations and market risk associated with matched principal transactions.

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Foreign Currency Exposure

        As a result of our international brokerage activities, we are exposed to risks associated with changes in foreign exchange rates. As part of our financial risk management program, we use certain derivative financial instruments to manage these risks. We do not enter into derivatives transactions for speculative purposes and therefore hold no derivative instruments for trading purposes. As foreign currency exchange rates change, the U.S. Dollar equivalent of revenues and expenses denominated in foreign currencies change. Our U.K. operations generate a majority of their revenues in U.S. Dollars and Euros but pay a significant amount of their expenses in British Pounds. We enter into foreign currency forward contracts for terms of not more than eighteen months to mitigate our exposure to foreign currency exchange rate fluctuations. Forward contracts entered into prior to June 2003 did not meet the requirements for hedge accounting and therefore gains and losses were included in earnings. All forward contracts entered into during June 2003 and thereafter are designated and qualify as foreign currency cash flow hedges under SFAS 133, Accounting for Derivative Instruments and Hedging Activities, as amended. At December 31, 2003 and June 30, 2004, we had outstanding forward contracts to purchase and sell foreign currency with notional amounts translated into U.S. Dollars of $25.8 million and $16.9 million, respectively. We would have received $0.7 million and $1.7 million at December 31, 2003 and June 30, 2004 to settle these contracts, which represents the fair value of these contracts. At December 31, 2003 and June 30, 2004, if the U.S. Dollar strengthened by 10%, against the British Pound and the Euro strengthened by 10% against the U.S. Dollar it would decrease the fair value of these contracts and, as a result, accumulated other comprehensive income would decrease by approximately $5.3 million and $2.2 million, net of tax, respectively. We are exposed to counterparty credit risk for nonperformance of derivative contracts and in the event of nonperformance, to market risk for changes in currency rates. The counterparty with whom we trade foreign exchange contracts is a major international financial institution. We monitor our positions with and the credit quality of this financial institution and we do not anticipate nonperformance by the counterparty.

        While our international results of operations, as measured in U.S. dollars, are subject to foreign exchange rate fluctuations, we do not consider the related risk to be material to our results of operations. If the U.S. dollar strengthened against the Euro and the British Pound by 10%, the net impact to our net income would have been a reduction of approximately $0.7 million as of June 30, 2004.

Interest Rate Risk

        We had $49.8 million in variable-rate debt outstanding at June 30, 2004. These debt obligations are subject to fluctuations in interest rates, which impact the amount of interest we must pay. If variable interest rates were to increase by 0.50% per annum, the annual impact to our net income would be a reduction of approximately $0.1 million.

Matched Principal Trades

        Through our subsidiaries, we execute matched principal transactions in which we act as a "middleman" by serving as a counterparty to both a buyer and a seller in matching back-to-back trades. We do not maintain inventories of financial products and do not trade for our own account. These transactions are then settled through a clearing organization. Settlement typically occurs within one to three business days after the trade date. Cash settlement of the transaction occurs upon receipt or delivery of the underlying instrument that was traded.

        Matched principal trades have been growing recently as a percentage of our revenues. Matched principal trades in the less liquid markets on which we focus tend to be more likely not to settle on a timely basis than transactions in more liquid markets. Receivables from brokers, dealers and clearing organizations and payables to brokers, dealers and clearing organizations on our consolidated statement

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of financial condition primarily represent the simultaneous purchase and sale of the securities associated with those matched principal transactions that have not settled as of their stated settlement dates. Our experience has been that substantially all of these transactions ultimately settle.

        Matched principal transactions expose us to the risks described under "Risk Factors — Risks Related to our Business — The securities settlement process exposes us to risks that may impact our liquidity and profitability. In addition, liability for unmatched trades could adversely affect our results of operations and balance sheet." We attempt to mitigate the risks associated with matched principal transactions through our credit approval and credit monitoring processes. We maintain a credit approval process as described under "Our Business — Clients" as a means of mitigating exposure to counterparty risk. In addition, our credit committee regularly monitors concentration of market risk to financial instruments, countries or counterparties and regularly monitors trades that have not settled within prescribed settlement periods or volume thresholds. We have developed and utilize a proprietary, electronic credit monitoring system, which provides management with twice daily credit reports that analyze credit concentration.

Recent Accounting Pronouncements

        In November 2002, the Financial Accounting Standards Board, or FASB, issued FASB Interpretation No. 45, Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others. FASB Interpretation No., or FIN, 45 requires that a guarantor recognize the fair value of a guarantee as a liability at the inception of such guarantee. Additional disclosures are also prescribed for certain guarantee contracts. The recognition and measurement provisions of FIN 45 were effective for guarantees issued or modified after December 31, 2002. The disclosure provisions were effective for periods ending after December 15, 2002. We adopted FIN 45 as required, with no material impact on the consolidated financial statements. We currently provide guarantees, through several subsidiaries, in connection with our memberships in certain exchanges and clearing organizations. The maximum potential liability pursuant to these guarantees cannot be quantified since they are based upon the performance of other members of such exchanges and clearing organizations with whom we have no affiliation. The potential that we would have to make payments under these arrangements is unlikely due to existing collateral requirements imposed by the exchanges and clearing organizations.

        In April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities. SFAS 149 clarifies the circumstances under which a contract with an initial investment meets the characteristics of a derivative under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. SFAS 149 also amended other existing pronouncements to result in more consistent reporting of derivative contracts. This pronouncement is effective for all contracts entered into or modified after June 30, 2003. We adopted SFAS 149 as required, with no material impact on the consolidated financial statements.

        In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. SFAS 150 establishes standards for classifying and measuring certain financial instruments with characteristics of both liabilities and debt. SFAS 150 is effective for all contracts entered into or modified after May 31, 2003 and for pre-existing instruments on financial statements for periods after June 15, 2003. We adopted SFAS 150 as required, with no material impact on the consolidated financial statements.

        In December 2003, the FASB issued FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities, and Interpretation of Accounting Research Bulletin No. 51, which replaces FASB Interpretation No. 46. FIN 46R clarifies the application of Accounting Research Bulletin No. 51, Consolidated Financial Statements, to certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the

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entity to finance its activities without additional subordinated financial support. We do not believe that we have an interest in an entity that is subject to FIN 46R, and as a result, the adoption of FIN 46R is not expected to have a material impact on our consolidated financial statements.

        In March 2004, the FASB approved EITF Issue 03-6 Participating Securities and the Two-Class Method under FAS 128. EITF Issue 03-6 supersedes the guidance in Topic No. D-95, Effect of Participating Convertible Securities on the Computation of Basic Earnings per Share, and requires the use of the two-class method of participating securities. The two-class method is an earnings allocation formula that determines earnings per share for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. In addition, EITF Issue 03-6 addresses other forms of participating securities, including options, warrants, forwards and other contracts to issue an entity's common stock, with the exception of stock-based compensation (unvested options and restricted stock) subject to the provisions of Opinion 25 and FAS 123. EITF Issue 03-6 is effective for reporting periods beginning after March 31, 2004 and was applied by restating previously reported earnings per share. The adoption of EITF Issue 03-6 did not have a material impact on our consolidated financial statements.

Related Party Transactions

        This section contains a discussion of payments we have made to certain related parties in the last three years. For a more complete description of these and other related party transactions, see "Certain Relationships and Related Transactions" in this prospectus.

        In connection with our Reorganization in 2001, Jersey Partners, our principal stockholder, made two senior subordinated loans to one of our subsidiaries, GFI Group LLC, in the principal amounts of $5.0 million and $20.0 million, respectively. The $5.0 million subordinated loan was repaid by us in two installments of $2.5 million on November 30, 2002 and November 30, 2003, respectively. In June of 2002, we paid $10.8 million to Jersey Partners as partial repayment on the $20.0 million loan. We intend to use a portion of the proceeds of this offering to repay in full the remaining $9.25 million principal amount, plus accrued interest, of this subordinated loan.

        As part of the Reorganization, in November 2001 we transferred to Jersey Partners $5.0 million in accounts receivable. We entered into a collection agent and receivables agreement with Jersey Partners pursuant to which we acted on behalf of Jersey Partners to collect such amount and repaid Jersey Partners in five installments commencing on December 31, 2001 and ending on April 30, 2002. In consideration of our performance as collection agent under this agreement we received a fee of $0.3 million and the right to retain all collections in respect of the receivables covered by the agreement after all payments had been made to Jersey Partners. This agreement terminated on April 30, 2002 after our final payment to Jersey Partners.

        We lease our offices at 9 Hewett Street in London from GFI Brokers (Channel Islands) Limited, a wholly-owned subsidiary of Jersey Partners. We currently pay an annual rent of 0.5 million British Pounds under the lease. This lease is for a term of twenty years and expires in 2016. We paid approximately $0.8 million, $0.8 million and $0.9 million in connection with this lease for the years ended December 31, 2001, 2002 and 2003, respectively.

        We also lease a corporate apartment in London from GFI Brokers (Channel Islands) Limited. We paid a monthly lease payment of 3,750 British Pounds for this apartment prior to December 31, 2002 and currently pay a monthly lease payment of 2,000 British Pounds.

Seasonality

        The financial markets in which we operate are generally affected by seasonality. Traditionally, the financial markets around the world experience lower volume during the summer and at the end of the year due to a general slowdown in the business environment and, therefore, transaction volume levels may decrease during those periods.

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OUR BUSINESS

Introduction

        We are a leading inter-dealer broker specializing in over-the-counter derivatives products and related securities. We provide brokerage services and data and analytics products to institutional clients in markets for a range of credit, financial, equity and commodity instruments. We function as an intermediary on behalf of our brokerage clients by matching their trading needs with counterparties having reciprocal interests. We do not engage in trading for our own account. We focus on the more complex, and often less liquid, markets for sophisticated financial instruments, primarily derivatives, where inter-dealer brokers have traditionally been able to provide services to their clients that generate higher commissions than in the markets for more standardized financial instruments. Many of these markets offer an opportunity for strong growth. We have been recognized by various industry publications as a leading provider of inter-dealer brokerage services for certain products in the credit, financial, equity and commodity markets on which we focus.

        We offer a hybrid brokerage approach to our clients that combines a range of telephonic and electronic trade execution services, depending on the needs of the individual markets. We complement our hybrid brokerage capabilities with value-added services, such as data and analytics products for decision support.

        We earn commissions for our brokerage services and charge fees for certain of our data and analytics products. We sell our products and services solely to institutional clients. Our business was founded in 1987. Our Reorganization in November 2001 is described in greater detail under "Our Business — Our Reorganization." At June 30, 2004, we had 94 brokerage desks and 477 brokers serving over 1,000 brokerage and data and analytics clients, including leading commercial and investment banks, through our principal offices in New York, London, Hong Kong, Singapore and Sydney.

Our Industry

        On most business days, trillions of dollars in securities, commodities, currencies and derivative instruments are traded around the world. These products range from standardized financial instruments, such as common equity securities and futures contracts, that are typically traded on exchanges, to more complex, less standardized instruments, such as over-the-counter derivatives, that are typically traded between institutional dealers, which are primarily global investment banks and money center banks. Buyers and sellers of exchange-traded financial instruments benefit from the price transparency and enhanced liquidity provided by liquidity facilitators, such as market makers and specialists, who participate in those markets. Buyers and sellers of many over-the-counter instruments, on the other hand, frequently rely on an inter-dealer broker to facilitate liquidity by gathering pricing information and identifying counterparties with reciprocal interests.

Market Evolution

        A liquid financial market is one in which a financial instrument is easy to buy or sell quickly with minimal price disturbance. The liquidity of a market for a particular financial product or instrument depends on several factors, including: the presence of a number of market participants and facilitators of liquidity; the availability of pricing reference data; and the availability of standardized terms. Liquid markets are characterized by substantial price competition, efficient execution and high trading volume. While a market for an exchange-traded instrument is ordinarily liquid, some large over-the-counter markets, such as the market for U.S. treasury securities, are also highly liquid. In such markets, commissions are generally lower because there are often numerous, readily identifiable buyers and sellers causing the traditional telephonic brokerage services of inter-dealer brokers to be less essential and to command less of a premium.

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        Less liquid markets are characterized by fewer participants, less price transparency and lower trading volumes. Complex financial instruments that are traded over-the-counter are often less liquid and are traded primarily by more sophisticated institutional buyers and sellers. In a less liquid market, an inter-dealer broker can provide greater value to the efficient execution of a trade by applying its market knowledge to locate a number of bids and offers so that buyers and sellers may find counterparties with which to trade, which can be especially helpful for large or non-standardized transactions. An inter-dealer broker ordinarily accomplishes this by contacting potential counterparties directly by telephone or electronic messaging and, in some cases, with proprietary trading technology. In addition, in a less liquid market with fewer participants, disclosure of the intention of a participant to buy or sell could disrupt the market and lead to poor pricing. By using an inter-dealer broker, the identities of the transaction parties are not disclosed until the trade is consummated and, therefore, market participants better preserve their anonymity. For all these reasons, in a less liquid market, an inter-dealer broker offers important value to market participants.

        As a market for a particular financial instrument develops and matures, more buyers and sellers enter the market, resulting in more transactions and more pricing information. In addition, the terms of such financial instrument tend to become more standardized, generally resulting in a more liquid market. In this way, a relatively illiquid market for an instrument may evolve over a period of time into a more liquid market. As this evolution occurs, we believe the characteristics of trading, the preferred mode of execution and the size of commissions that inter-dealer brokers may charge, will also change. In some cases, as the market matures, an inter-dealer broker may lower its client's execution costs by providing the client with an electronic screen or system that displays the most current pricing information. In addition, a market may have some characteristics of both more liquid and less liquid markets, which requires an inter-dealer broker to offer integrated telephonic and electronic brokering. We refer to this integrated service as hybrid brokerage. In some cases, hybrid brokerage involves coupling traditional broker-executed services with various electronic enhancements, such as electronic communications, price discovery tools and order entry. In other cases, hybrid brokerage involves full electronic execution supported by telephonic communication between the broker and its clients.

        Below is a graph that represents our view of the typical evolution of a market for a complex financial instrument.

Typical Evolution of a Financial Product

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The Derivatives Market

        Derivatives are increasingly being used by financial institutions and large corporations to manage risk or take advantage of the anticipated direction of a market by allowing holders to guard against gains or declines in the price of underlying assets without having to buy or sell such underlying assets. The underlying asset may be, among other things, a physical commodity, an interest rate, a stock, an index or a currency. Derivatives are commonly used to mitigate the risks associated with interest rate movements, equity ownership, changes in the value of foreign currency, credit defaults by large corporate and sovereign debtors and changes in the prices of commodity products. Common types of derivatives include futures, options and swaps. They derive their value based on the inherent value of the underlying asset. According to a survey of its members conducted in 2003 by the International Swaps and Derivatives Association, which we refer to as ISDA, over 90% of the world's 500 largest companies use derivative instruments to manage and hedge their risks more effectively.

        Derivatives are traded both over-the-counter and on exchanges. According to a recent report of the Bank for International Settlements, over-the-counter derivatives accounted for over 84% of the total outstanding global derivatives transactions in 2003 (as measured by notional amount). The liquidity of markets for particular over-the-counter derivative instruments varies from highly liquid, such as the market for Eurodollar interest rate derivatives, to illiquid, such as the market for certain customized credit derivatives which are structured to meet specific investor needs.

        ISDA also reported in a 2004 survey of its members that in the last six months of 2003, among the derivative instruments surveyed, credit derivatives were the fastest growing segment of the derivatives market, growing at a rate of 33% for that six month period. The survey stated that at the end of 2003, notional amounts of credit derivatives grew to approximately $3.58 trillion from approximately $2.15 trillion in 2002. That increase represented year-over-year growth of over 67%. Research from the consulting firm Celent estimates that the global market for credit derivatives as measured by notional amounts will grow to approximately $7.0 trillion by the end of 2006. Credit derivatives are currently traded entirely in over-the-counter transactions, either directly or through inter-dealer brokers and other financial institutions.

        Furthermore, the number of different derivative instruments is growing as companies and financial institutions develop new and innovative derivative instruments to meet industry demands for sophisticated risk management and complex financial arbitrage. In its 2003 annual survey, Risk magazine identified over 200 categories of derivatives. Novel derivative instruments often have distinct terms and little or no trading history with which to estimate a price. Markets for new derivative instruments therefore require market intelligence and the services of highly skilled and well-informed brokers and increasingly demand reliable market data and pricing tools.

        An example of a more novel derivative instrument would be wet shipping derivatives, which enable oil companies, ship owners and other users of shipping capacity to better manage volatile shipping costs through the trading of specified time charter and voyage rates for future shipments of liquid freight. Another novel and more complex derivative instrument is a synthetic collateralized debt obligation (referred to as a CDO) tranche, which allows investors to take or offset a defined amount of credit risk on a customized portfolio of credit default swaps set out in an accepted index such as the Dow Jones CDX Investment Grade Index. Synthetic CDO tranches are increasingly used by market participants to execute complex arbitrage trading strategies based on changes in economic conditions and the financial performance of specific issuers of debt and equity securities.

Our Market Opportunity

        We believe the markets for financial instruments, especially the markets for derivative instruments, present us with the following opportunities to provide value to our clients as an inter-dealer broker and provider of market data and analytics products.

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        Need for efficient execution in both liquid and less liquid markets.    While the use of execution technology is becoming more common in the inter-dealer brokerage industry, only certain highly liquid and standardized financial instruments may be fully traded electronically in an efficient manner. More complex over-the-counter products, such as derivatives, typically require telephonic brokerage to provide market intelligence to clients and to aid the execution process. We believe that inter-dealer brokers who provide a combination of telephonic and electronic brokerage services are better positioned to meet the particular needs of the markets in which they operate than competitors that cannot offer these combinations of services.

        Need for expertise in the development of new markets.    In order to better support their clients' evolving investment and risk management strategies, our dealer clients create new products, including new derivative instruments. Dealers also modify their trading techniques in order to better support their clients' needs, such as by integrating the trading of derivative instruments with the trading of related underlying or correlated assets. We believe the markets for these new products and trading techniques create an opportunity for those inter-dealer brokers who, through market knowledge and extensive client relationships, are able to identify these opportunities and to focus their brokerage operations appropriately.

        Need for market intelligence.    Inter-dealer brokers with a strong share of the market for a particular financial product are better positioned to provide valuable pricing information than brokers who less frequently serve that market, because of their higher volume of trades and access to more market participants. In less liquid financial markets, including markets for novel and complex financial instruments, market leadership becomes more important because reliable pricing information is scarce. Market participants in these less liquid markets utilize the services of the leading inter-dealer brokers in order to gain access to the most bids and offers for a particular product. Similarly, inter-dealer brokers who have a leading market share can offer superior market data and analytics tools based on their access to the broadest selection of transaction and pricing information.

        Increasing industry consolidation.    Historically, the inter-dealer brokerage industry consisted of a number of small and mid-sized private companies which used traditional telephonic brokerage methods to serve their clients and to compete against each other in various product categories. The industry has begun to consolidate in recent years, in part, due to the increasing importance of technology, including analytics, data, electronic execution and integrated trade processing. Through acquisitions, larger inter-dealer brokers with access to capital have been better positioned to make the investments necessary to supply their clients with this technology. As a result of these trends, smaller inter-dealer brokers may find it harder to compete and several have been acquired by larger inter-dealer brokers with better access to capital. We believe that the continued consolidation of the industry provides an opportunity for inter-dealer brokers with such access to capital, including the currency of a publicly-traded stock, to strategically expand their businesses to better serve evolving client demands.

Our Competitive Strengths

        We believe our principal competitive strengths are the following.

        Leading Position in Key Markets.    We believe that over our seventeen year history, we have successfully created value in our brand that our clients associate with high quality services in the markets on which we focus. Our leadership in these markets, such as the markets for certain credit and equity derivatives, foreign exchange options and commodity products, has been recognized by rankings in industry publications such as Risk magazine, FX Week and Energy Risk magazine. In an annual survey conducted by Risk magazine, we have been named the leading broker in more categories of credit derivatives than any other inter-dealer broker in each of the last six years. In its 2004 annual survey, Risk magazine also named us as a leading broker in numerous currency and equity options markets. The Risk magazine rankings are based on an annual survey of broker-dealers in the various markets covered by the magazine. In addition, our Fenics FX option analysis product is a leading analytic tool

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in the foreign exchange market. We believe our leading positions in these markets provide us with greater access to market and pricing information in those markets, including a broad selection of proprietary market data that we are able to provide to our clients. We believe our leadership positions in these areas and our well-developed relationships with leading financial institutions also better enables us to identify and exploit market opportunities resulting from the introduction of new or evolving financial instruments in those markets.

        Ability to Identify and Develop High Growth, Less Liquid Markets.    We focus on complex and innovative financial markets where liquidity is harder to achieve and, therefore, our services are more valuable to market participants. We believe these markets offer an opportunity for growth to inter-dealer brokers that move early to foster liquidity. We seek to anticipate the development and growth of markets for evolving, innovative financial products in which we believe we can garner a leading market position and enjoy higher commissions. For example, we entered the credit derivatives market in 1996, at a time when we believed the market showed promise but had only modest activity. According to the British Bankers' Association, the size of the global credit derivatives market was only $180 billion in 1997 (measured by notional amount outstanding). According to ISDA, it has grown to $3.58 trillion in 2003, a compounded annual growth rate of over 64% for that six year period. We believe our familiarity with the needs of such rapidly growing markets and our experience with complex product structures allow us to better serve clients in high-growth, less liquid markets than many of our competitors.

        Hybrid Brokerage Platforms.    Most of the trading in our markets was historically performed over the telephone between individual brokers and clients. However, in an increasing number of the markets in which we participate, telephonic brokerage services are being supplemented by electronic trading systems. While we expect this trend to continue, we believe that the more complex, less liquid markets on which we focus often require significant amounts of personal and attentive service from our brokers. We seek to tailor our use of technology to the trading nuances of each specific market. To the extent we identify a need for it in a market, we offer a hybrid approach to our clients that combines a range of telephonic and electronic trade execution services depending on the needs of the individual markets. We use technology to enhance the service and productivity of our brokers, not as a replacement for their skills. We also believe we add value for clients who trade in the complex financial markets in which we specialize by offering data and analytics products for decision support. We seek to establish data communication and "straight-through-processing" links with our clients' settlement, risk management and compliance operations in order to better serve their needs and to strengthen our relationships with them. Straight-through-processing generally involves the use of technology to automate the processing of financial transactions, from execution to settlement, in order to minimize human error, reduce operational costs and time, and enhance transaction information and reporting. We believe our hybrid brokerage approach provides us with a competitive advantage over competitors who do not offer this technology.

        Quality Data and Analytics Products.    We are one of the few inter-dealer brokers that offers a broad array of data and analytics products to participants in the complex financial markets in which we specialize. Our data products are derived from the trade data compiled from our brokerage services in our key markets. Our analytics products benefit from the reputation of the Fenics brand for reliability, ease of use and independence from any large dealer. Our Fenics tools are used, not only by our traditional brokerage clients, but also by their clients, such as national and regional financial institutions and large corporations worldwide. These products are designed to serve the needs of certain markets for reliable data and trusted analytics tools. We believe that our ability to offer these products helps to support our leadership in our key markets.

        Experienced Senior Management and Skilled Brokers and Technology Developers.    We have a senior management team that is experienced in identifying and exploiting markets for evolving, innovative financial instruments. We also employ over 470 skilled and specialized brokers, many of whom have

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extensive product and industry experience. Working with our senior management, our brokers have shown an ability to identify future trading markets and take advantage of opportunities they may present. Although the competition for brokers is intense, we have historically experienced low broker turnover, and have been able to effectively hire new brokers and establish new brokerage desks in areas in which we seek to expand our operations. In addition, our technology developers are experienced at developing commercial quality software that is tailored to the needs of the markets in which we focus. We believe that the combination of our experienced senior management and skilled brokers and technology developers gives us a competitive advantage in executing our business strategy.

        Diverse Product and Service Offerings.    We offer our products and services in a diverse array of financial markets and geographic regions. Historically, the markets on which we focus have volume and revenue cycles that are relatively distinct from each other and have generally not been correlated to movements in the equity markets. In addition, our decision support products, including our analytical tools and market data, give us an opportunity to leverage and expand our client base, providing revenue sources beyond our traditional brokerage clients. We believe our diverse product and service offerings provide us with a competitive advantage over many of our competitors that may have more limited product and servicing offerings and, therefore, may be more susceptible to downturns in a particular market or geographic region.

Our Strategy

        We intend to continue to grow our business by being a leading provider of brokerage services and data and analytics to the markets on which we focus. We intend to employ the following strategies to achieve our goals.

        Maintain and enhance our leading positions in key markets.    We intend to maintain our position as a leading provider of brokerage services and data and analytics products to the markets on which we focus. We plan to continue leveraging the market strength and brand recognition that we have developed for a range of derivative instruments and underlying securities in the credit, financial, equity and commodity markets. We will also continue deploying our specialized brokers in higher-margin product areas and improve their productivity through technological innovation. We intend to continue offering our quality data and analytics products in more complex products requiring reliable decision- support tools. Through these means, we seek to enhance our services in existing markets and deepen long-standing relationships with our global institutional clients.

        Continue to expand through hiring new brokers and identifying and developing less liquid, high-growth markets. We opened 16 new brokerage desks in 2003, 14 new brokerage desks in 2002 and 17 new brokerage desks in 2001. Many of these brokerage desks cover the less liquid, high-growth markets in which we specialize or cover markets that are complementary to those markets. Combined, the revenue of brokerage desks opened since the beginning of 2001 contributed 27.6% to our total revenues for the year ended December 31, 2003. We have opened 23 new brokerage desks in the six months ended June 30, 2004. In the past, we have primarily established these new brokerage desks through the strategic redeployment of existing brokers from other brokerage desks and the selective hiring of new brokers. Individual brokerage desks are separately tracked and monitored in an effort to drive performance. We will continue to focus on identifying high growth markets where liquidity is more valuable and that provide us with an early-mover opportunity. We also intend to continue expanding geographically, especially in the Asia-Pacific markets, where we believe there are opportunities to increase our revenues.

        Continue to pursue diverse revenue opportunities.    We offer our products and services in a diverse array of financial markets and geographic regions, which we believe can lessen the impact to us of a downturn in any particular market or geographic region. We intend to continue managing our business with the goal of maintaining the diversity of our revenues. On a geographic basis, approximately 54% of our total revenues for the year ended December 31, 2003 and 51% of our total revenues for the six

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months ended June 30, 2004 were generated by our U.K. operations, 38% and 43%, respectively, were generated by our U.S. operations and 8% and 6%, respectively, were generated by our operations in the Asia-Pacific region. Additionally, for the year ended December 31, 2003, no one customer accounted for more than 8% of our total revenues from all products, services and regions, and our largest brokerage desk accounted for less than 10% of that year's total revenues.

        Strategically expand our operations through business acquisitions.    Historically, the inter-dealer brokerage industry was fragmented and concentrated mainly on the national or regional marketplace. Over time, however, the industry has experienced increasing consolidation as larger inter-dealer brokers have sought to enhance their brokerage services and offset client commission pressure in maturing product categories by acquiring smaller competitors that specialize in specific product markets. We plan to selectively seek opportunities to expand our brokerage services into new or existing product areas through the acquisition of complementary businesses. By increasing our product offerings, we can increase the number of points of contact with our institutional clients which we believe will further institutionalize our client relationships and strengthen the GFI brand.

        Leverage infrastructure and technology to improve margins.    Although we will continue to invest in our operational capabilities and technology, we believe that we are now well-positioned to leverage our operations and technology to create cost efficiencies and improve margins. Moreover, we will continue to offer our quality data and analytics products and, where possible, install "straight-through-processing" links with our clients' settlement, risk management and compliance operations, in order to better serve their needs and to provide us with additional opportunities to increase our revenue. We will also seek to further expand our pre-tax margins through management of the cost of our operations and the selective application of technology to improve broker productivity.

Product Specialization

        Our brokerage operations focus on a wide variety of credit, financial, equity and commodity instruments around the world. Within these broad categories we operated 94 brokerage desks as of June 30, 2004 that cover financial markets and products in various geographic areas.

        Within these markets, we focus on the more complex, less liquid markets for sophisticated financial instruments, primarily over-the-counter derivatives. Over-the-counter derivatives are generally structured as forwards, swaps or options. A forward is an agreement between two parties to exchange an asset or cash flows at a specified future date at a price agreed on the trade date. A swap is an agreement between two parties to exchange cash flows or other assets or liabilities at specified payment dates during the agreed-upon life of the contract. An option is an agreement that gives the buyer the right, but not the obligation, to buy or sell a specified amount of an underlying asset at an agreed upon price on, or until, the expiration of the contract. We also support and enhance our brokerage operations by offering several data and analytics products to our clients.

        Credit Products.    We provide brokerage services in a broad range of credit derivative and fixed income instruments. The most common credit derivative, a credit default swap, was developed by global banks during the early 1990s. A credit default swap is essentially like an insurance contract, in which the insured party pays a periodic premium until the contract expires or a credit event occurs. In return for this premium, the contract seller makes a payment to the buyer if there is a credit default or other specified credit event with respect to the issuer of the underlying credit instrument referenced in the credit default swap. The credit default swap market has evolved in the last two years from trading simple single-entity credit default swaps to a range of customized product structures and index products, allowing investors greater flexibility in tailoring credit positions that correspond to their desired risk level.

        Each of our offices in New York, London, Sydney and Hong Kong provides brokerage services in a broad range of credit derivative products, including single-entity credit default swaps, emerging market credit default swaps, credit indices, options on single-entity credit default swaps, options on credit

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indices and credit index tranches. We also provide brokerage services in markets for a range of non-derivative credit instruments, such as investment grade corporate bonds, high yield corporate bonds, emerging market Eurobonds, bank capital preferred shares, asset-backed bonds and floating rate notes. We have recently expanded our services in New York and London to better accommodate clients that engage in trading strategies that combine credit default swaps with convertible bonds and equity derivatives on securities of a single issuer or basket of issuers. This expansion allows us increasingly to compile data on a single issuer from each of the bond, equity and credit derivative markets and to provide investors with analytical insight into a single issuer or related issuers. We support our credit brokerage with GFI CreditMatch, an electronic trading system that provides trading, trade processing and straight-through-processing functionality to our clients.

        Financial Products.    We provide brokerage services in a range of financial instruments, including foreign exchange options, "exotic" options, which include non-standard options on baskets of foreign currencies, forward contracts and non-deliverable forward contracts, which are forward contracts that do not require physical delivery of the underlying asset, and interest rate swaps. For these products, we offer experienced telephone brokerage in our New York, London, Singapore and Sydney offices, augmented in select markets with our GFI FX Trading System, a browser-based electronic trading platform. We also offer a straight-through-processing capability that automatically reports completed telephonic and electronic transactions directly to our clients' position-keeping systems and provides position updates. This processing capability covers all currency option trades executed through many of our worldwide brokerage desks. In Asia, we recently expanded our brokerage services to cover regional currency derivative products. Our New York office focuses on providing brokerage services for foreign exchange option trading among the U.S. Dollar, the Japanese Yen and the Euro, which are referred to as the G3 currencies, and the Canadian markets as well as foreign exchange options, forward contracts and non-deliverable forward contracts and interest rate swaps for certain Latin America currencies. Our London office also covers foreign exchange option trading in the G3 currencies along with nearly all European cross currencies, including Eastern Europe and Russia, in which we provide brokerage services for forwards and non-deliverable forwards. Our brokers in Singapore and Sydney provide brokerage services for all pan-Asian currency pairs for foreign exchange options, along with forwards and non-deliverable forwards in emerging markets such as South Africa.

        Equity Products.    We provide brokerage services in a range of equity products, including U.S. domestic equity, international equity, equity derivatives and Global Depositary Receipts and American Depositary Receipt stocks. For these products, we offer telephonic brokerage services from our brokerage desks in London, Hong Kong and New York and, where appropriate, our electronic screen-based trading systems. Through our various offices we broker trades in the over-the-counter market as well as certain exchange traded securities. Our London office provides brokerage services in equity index options, single stock options, global depository receipts, Pan-European equities and Japanese equity derivatives. From our Hong Kong office, we offer brokerage services in Japanese equity derivatives and convertible securities. In its 2003 annual survey, AsiaRisk magazine named us as the "preferred broker" for Japanese equity convertibles. Our New York office provides brokerage services in single stock cash equities, single stock options, index options, sector options, equity default swaps, variance swaps, total return swaps and American depositary receipts.

        Commodity Products.    We provide brokerage services in a wide range of commodity products, including electricity, wet freight derivatives, precious metals, coal, natural gas, weather derivatives and pulp and paper. Wet freight derivatives allow oil companies, ship owners and other users of wet freight cargo capacity to better manage volatile shipping costs for their products by effectively locking in the cost of shipping future product. Through a joint venture, we offer hybrid telephonic and electronic brokerage of wet freight derivatives. Weather derivatives allow utilities, agri-businesses and other weather-affected businesses to better manage risks associated with changes in weather patterns. For example, a utility may purchase a weather derivative in order to guard against the risk that unseasonably cool summer weather will result in lower energy consumption by its clients. We have

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extensive experience brokering both cash-based and derivative instruments in energy products such as electricity, natural gas and weather derivatives. Our London office provides brokerage services in energy products, including natural gas, coal and electricity in most European national markets, such as the United Kingdom, France and Germany. In London, our telephonic brokerage capabilities are augmented with electronic brokerage capabilities that enable our clients to execute electricity, wet freight derivatives and coal transactions on the GFI Energy trading system or on a trading system we license from a third party. From our New York office, we provide brokerage services in natural gas and in numerous U.S. regional electricity markets.

        We further provide both telephonic and electronic brokerage in pulp, recycled, printing, writing and packaging paper products, including a full range of derivative instruments for such products, such as physical forwards, financial swaps, options, caps, floors and collars. From our brokerage desks in New York, London and Sydney, we also serve the global precious metals markets with brokerage in spot, forward, swap and options contracts focusing on gold, silver, platinum and palladium.

        Data and Analytics.    In selected markets, we offer market data and analytics products that are used to build pricing models, develop trading strategies as well as manage, price and revalue derivative portfolios. These products are sold on a subscription basis through a dedicated sales team. We believe that offering these products builds client loyalty and expands our profile in these markets while generating additional revenue.

        We offer market data in the following product areas: foreign exchange options, credit derivatives, European repurchase agreements, emerging market bonds, European energy and North American energy. We make our data available through a number of channels including streaming web portals, file transfer protocol downloads, Fenics analytical tools and data vendors. Revenue from market data services consists of up-front license fees and monthly subscription fees and individual large database sales. In addition, we have data distribution relationships with Reuters, Telerate and Bloomberg who license our data for distribution to their global user bases.

        We currently offer our Fenics analytics products in the foreign exchange option, precious metals, credit derivative and energy derivative markets. Fenics FX is a leading foreign exchange option analysis tool that is used at more than 480 sites globally as of June 30, 2004. Fenics FX provides an array of tools, math models and independent market data that permits clients to quickly and accurately price and revalue both standard and exotic foreign exchange options. Fenics FX can also be integrated with most aspects of a client's trading infrastructure, and allows clients to control, monitor and more effectively oversee each stage of foreign exchange option trading. We also offer Fenics Credit, a tool for pricing and managing credit derivatives. Fenics Credit was developed in partnership with independent academics Dr. John Hull and Dr. Alan White of the University of Toronto. Fenics Credit allows clients to price and manage credit default swaps, credit options and baskets of credit derivatives. Fenics Energy is an advanced option pricing and risk analysis tool for the over-the-counter electricity and gas markets which allows users to price a broad range of option contracts. We offer our clients a selection of post-trade products and services. Our Fenics analytics products provide position keeping and tracking in foreign exchange, precious metals, credit and energy transactions. Our data products are increasingly used for portfolio revaluation and mark-to-market functions as the independence and quality of our trade prices assist users to meet new accounting regulations.

Clients

        The dealers that are our principal brokerage clients are many of the leading financial institutions in the world, including: Bear Stearns, Citigroup, Credit Suisse First Boston, Deutsche Bank, Goldman Sachs, JPMorgan Chase, Lehman Brothers, Merrill Lynch, Morgan Stanley and UBS. Our clients also include institutional investors, large corporations, insurance companies and large hedge funds. We maintain a thorough credit approval process to limit exposure to counterparty risk and employ stringent monitoring to control the market and counterparty risk from our matched principal and agency businesses. Our brokers may only execute transactions for clients that have been approved through the

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credit department. Our credit approval process generally includes verification of key financial information and operating data and anti-money laundering verification checks. Our credit review process includes consideration of independent credit agency reports and a visit to the entity's premises, if necessary. We have developed and utilize a proprietary, electronic credit monitoring system.

        Credit approval is granted by our credit committee, which is comprised of senior management and representatives from our compliance, finance and legal departments. Credit approval is granted subject to certain trading limits and may be subject to additional conditions, such as the receipt of collateral or other credit support. Counterparties are reviewed for continued credit approval on at least an annual basis, and the results are provided to the credit committee. Maintenance procedures include reviewing current audited financial statements and publicly available information on the client, collecting data from credit rating agencies where available and reviewing any changes in ownership, title or capital of the client. In the last five years, we have had no material losses due to the nonpayment of commissions receivable.

Sales and Marketing

        In order to promote new and existing brokerage, data and analytics software services, we utilize our own marketing and public relations expertise and implement selective advertising and media campaigns. We participate in numerous trade-shows to reach potential brokerage, data and technology clients. We also utilize speaking opportunities to position key brokers and specialists as market experts and help promote our core products and services. Additionally, we market our brokerage services through the direct interaction of our brokers with their clients. This direct interaction also permits our brokers to discuss new product and market developments with our clients. Our data and analytics products are actively marketed through a dedicated sales and support team. As of June 30, 2004, we employed 42 sales, marketing and customer support professionals, consisting of 28 sales employees and executives, 3 marketing employees and 11 customer support employees. Our sales force calls on a broad range of clients including traders, risk managers, sales staff, analysts and e-commerce specialists at banks, hedge funds, fund managers, insurance companies and treasurers in large corporations.

        We have found that our close proximity to our markets as an inter-dealer broker supports our capabilities as a developer and vendor of related market data and analytics products. We believe that our market position enables us to respond to market trends and discover, develop and launch new services in the rapidly evolving derivatives industry.

Technology

        Brokerage Technology.    We employ a technology development philosophy that emphasizes state-of-the-art technology with cost efficiency in both our electronic brokerage systems and data and analytics products. We take a flexible approach by developing in-house, purchasing or leasing technology products and services and by outsourcing support and maintenance to manage technology expense more effectively. For each market in which we operate, we seek to provide the optimal mix of electronic and telephonic brokerage.

        In order to facilitate both electronic and telephonic brokerage, we seek to adopt trading systems based on the following criteria: functionality, connectivity, performance, scalability, security and stability. In some of our markets we offer interactive real-time trading systems that allow clients to view and maintain their orders directly at their workstations without direct contact with our brokers.

        We offer our products and services through a global communications network that is designed to ensure secure, reliable and timely access to the most current market information. We provide our clients with a variety of means to connect to our brokers and trading systems, including dedicated point-to-point data lines, virtual private networks and the Internet.

        We are working with a small but increasing number of our clients to implement straight-through-processing between our trading systems and the systems used by our clients to record, report and store transaction data. These efforts seek to automate large parts of the trade reporting and settlement process reducing errors, risks and costs traditionally associated with post-trade activities.

        Market Data and Analytics Products Technology.    Our market data and analytics products are developed internally using advanced development methodologies and computer languages. Through years of developing Fenics products, our in-house software development team is experienced in creating simple, intuitive software for use with complex derivative instruments.

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        Support and Development.    At June 30, 2004, we employed a team of 121 computer, telecommunication, network, database, client support, quality assurance and software development specialists. The activities of our development staff are split approximately evenly between infrastructure support services and software development. We devote substantial resources to the continuous development and support of our electronic brokerage capabilities, the introduction of new products and services to our clients and the training of our employees. Our software development capabilities allow us to be flexible in our decisions to either purchase or license technology from third parties or to develop it internally.

        Disaster Recovery.    We have contingency plans in place to protect against major carrier failures, disruption in external services (market data and internet service providers), server failures and power outages. All services are connected via redundant and diverse circuits and, where possible, site diversity is implemented. Production applications are implemented with a primary and back-up server, and all data centers have uninterruptible power source and generator back-up power. Our servers are backed-up daily, and back-up tapes are sent off-site weekly.

Intellectual Property

        We seek to protect our internally developed and purchased intellectual property through a combination of patent, copyright, trademark, trade secret, contract and fair business practice laws. Where appropriate, we also license software and technology that is protected by intellectual property rights belonging to third parties.

        Our proprietary technology, including our Fenics software, is generally licensed to clients under written license agreements. Although clients who license the Fenics Software Developers Kit are able to customize the Fenics application, the source code for the Fenics products is typically not provided to clients.

        We pursue registration of some of our trademarks in the United States and in other countries. "GFI Group" and "Fenics" are registered trademarks in the United States and numerous overseas jurisdictions. We have also applied for registration of various other trademarks, including multiple derivations of the "GFI Group" and "GFInet" names.

        We have applied for several patents related to our products and services. We believe that no single patent or group of patents will be of material importance to our business as a whole.

Competition

        Competition in the inter-dealer brokerage industry is intense. Our primary competitors with respect to our brokerage services are currently other inter-dealer brokers and trading consortia and exchanges. Our primary competitors for our data and analytics products are currently other data and technology vendors and other inter-dealer brokers.

        Inter-Dealer Brokers.    The current size of the wholesale brokerage market is difficult to estimate as there is little formal external data on the industry, and many participants are private companies. However, we believe there are five major, diversified inter-dealer brokers with which we compete. These are ICAP plc, the Tullet Liberty division of Collins Stewart Tullet plc, Prebon Group Limited, Tradition Financial Services (a subsidiary of Viel & Cie) and Cantor Fitzgerald and its subsidiary eSpeed, Inc. Collins Stewart recently announced that it has agreed to terms for the purchase of Prebon Group. Other inter-dealer broker competitors include several smaller firms that tend to specialize in specific product areas and a few trading platforms for specific products organized by consortia of major dealers.

        Consortia and Exchanges.    The internet boom resulted in the establishment of many electronic brokerage start-ups. Only a limited number of these firms, with either backing from groups that have organized themselves as a consortia or from one or more inter-dealer brokers, have survived. Major financial institutions have formed consortia in the past and may form additional consortia in the future,

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which may compete directly with us. In addition, in the future it is possible that our dealer clients will seek to reduce their trading costs by trading directly with each other rather than using the services of an inter-dealer broker.

        Certain derivatives exchanges allow participants to trade standardized futures and options contracts. Major derivative exchanges include the Chicago Mercantile Exchange, the Chicago Board of Trade, The Chicago Board of Options, Eurex and Euronext.liffe. Exchange-traded products, unlike the over-the-counter products we focus on, typically contain more standardized terms, are more commoditized, and are typically traded in contracts representing smaller notional amounts. Recently, several exchanges have entered into agreements with some inter-dealer brokers to clear over-the-counter products. We believe that exchanges will continue to seek to leverage their platforms and attempt to grow by introducing products designed to compete with certain of the products inter-dealer brokers provide brokerage services for the over-the-counter marketplace.

        Data and Analytics.    Several large market data and information providers compete for a presence on virtually every trading desk in our industry. Some of these entities currently offer varying forms of electronic trading of the types of financial instruments in which we specialize. Some of these entities have announced their intention to expand their electronic trading platforms or to develop new platforms. In addition, these entities are currently competitors to, and in some cases clients of, our data and analytical services.

Regulation

        Certain of our subsidiaries, in the ordinary course of their business, are subject to extensive regulation by government and self-regulatory organizations both in the U.S. and abroad. As a matter of public policy, these regulatory bodies are responsible for safeguarding the integrity of the securities and other financial markets. These regulations are designed primarily to protect the interests of the investing public generally and thus cannot be expected to protect or further the interests of our company or our stockholders and may have the effect of limiting or curtailing our activities, including activities that might be profitable.

        U.S. Regulation and Certain Clearing Arrangements.    GFI Securities LLC, one of our subsidiaries, is registered as a broker-dealer with the SEC and the State of New York, and is a member of the NASD. Broker-dealers are subject to regulations and industry standards of practice that cover many aspects of their business, including initial licensing requirements, sales and trading practices, safekeeping of clients' funds and securities, capital structure, record keeping, supervision and the conduct of affiliated persons, including directors, officers and employees. GFI Securities LLC also operates an electronic trading system that is regulated pursuant to Regulation ATS under the Securities Act.

        We face the risk of significant intervention by regulatory authorities, including extensive examination and surveillance activity. The SEC, the NASD and other governmental regulatory authorities (including state securities commissions) and self-regulatory organizations that supervise and regulate us generally have broad oversight and enforcement powers. If we fail to remain in compliance with laws, rules and industry standards of practice, we could face investigations and judicial or administrative proceedings that may result in substantial fines. Alternatively, or in addition to being fined, our regulators could institute administrative proceedings that can result in censure, the issuance of cease and desist orders, the suspension or expulsion of a broker-dealer and its affiliated persons, officers or employees or other similar consequences.

        In addition, the businesses that GFI Securities LLC may conduct are limited by its membership agreement with the NASD. The membership agreement may be amended by application to include additional businesses. This application process is time-consuming and may not be successful. As a result, GFI Securities LLC may be prevented from entering new businesses that may be profitable in a timely manner, or at all.

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        As a member of the NASD, GFI Securities LLC is subject to certain regulations regarding changes in control of its ownership. NASD Rule 1017 generally provides that NASD approval must be obtained in connection with any transaction resulting in a change in control of a member firm. The NASD defines control as ownership of 25% or more of the firm's equity by a single entity or person and would include a change in control of a parent company. As a result of these regulations, our future efforts to sell shares or raise additional capital may be delayed or prohibited by the NASD.

        Two brokerage desks at one of our subsidiaries have experienced issues relating to reporting trades to the NASD on a timely basis, which is required by NASD rules. In April 2004, this subsidiary was fined $20,000 for issues relating to late reporting of trades in 2002. In addition, this subsidiary has been fined a total of $30,000 on two other occasions during the past two years for similar issues in prior periods. This subsidiary is currently being examined by the NASD for similar issues relating to trade reporting for periods subsequent to 2002. Since its last examination, and after discussion with the NASD, this subsidiary has taken steps designed to improve its ability to report trades in a timely manner. While we believe that these efforts will be effective and diminish or eliminate this problem, we cannot make any assurance that our efforts will be effective. In connection with its current examination, the NASD may seek to impose further fines on us or seek to take other corrective action.

        GFI Securities LLC is also an introducing broker with the National Futures Association, which we refer to as the NFA, and the Commodity Futures Trading Commission, which we refer to as the CFTC. The NFA and CFTC require their members to fulfill certain obligations, including the filing of quarterly and annual financial reports. Failure to fulfill these obligations in a timely manner can result in disciplinary action against the firm.

        The SEC, NASD, CFTC and various other regulatory agencies within and outside of the United States have stringent rules and regulations with respect to the maintenance of specific levels of net capital by regulated entities. Generally, a broker-dealer's capital is net worth plus qualified subordinated debt less deductions for certain types of assets. The Net Capital Rule under the Securities Exchange Act of 1934 requires that at least a minimum part of a broker-dealer's assets be maintained in a relatively liquid form.

        If these net capital rules are changed or expanded, or if there is an unusually large charge against our net capital, our operations that require the intensive use of capital would be limited. A large operating loss or charge against our net capital could adversely affect our ability to expand or even maintain these current levels of business, which could have a material adverse effect on our business and financial condition.

        The SEC and the NASD impose rules that require notification when net capital falls below certain predefined criteria. These rules also dictate the ratio of debt to equity in the regulatory capital composition of a broker-dealer, and constrain the ability of a broker-dealer to expand its business under certain circumstances. If a firm fails to maintain the required net capital, it may be subject to suspension or revocation of registration by the applicable regulatory agency, and suspension or expulsion by these regulators could ultimately lead to the firm's liquidation. Additionally, the Net Capital Rule and certain NASD rules impose requirements that may have the effect of prohibiting a broker-dealer from distributing or withdrawing capital and requiring prior notice to the SEC and the NASD for certain capital withdrawals.

        All of our subsidiaries that are subject to net capital rules have been, and currently are, in compliance with those rules and have net capital in excess of the minimum requirements. We do not believe that we are currently subject to any regulatory inquiries that, if decided adversely, would have any material adverse effect on us and our subsidiaries taken as a whole.

        GFI Securities LLC is also a member of the Mortgage-Backed Securities Clearing Corporation, which we refer to as the MBSCC, for the purpose of clearing certain mortgage-backed securities. This membership requires GFI Securities LLC to maintain minimum net capital of $5.0 million in excess of

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the minimum amount prescribed in its membership agreement, including a minimum deposit with the MBSCC of $250,000.

        We maintain clearing arrangements with selected financial institutions in order to settle our matched principal transactions and maintain deposits with such institutions in support of those arrangements.

        Foreign Regulation and Certain Clearing Arrangements.    Our overseas businesses are also subject to extensive regulation by various foreign governments and regulatory bodies. In the United Kingdom, the FSA regulates our subsidiaries, GFI Brokers Limited, GFI Securities Limited and GFInet U.K. Limited. The regulatory framework applicable to the U.K. subsidiaries is extensive and broadly similar to that described above for our U.S. regulated subsidiaries.

        As with those U.S. subsidiaries subject to NASD rules, the ability of our regulated U.K. subsidiaries to pay dividends or make capital distributions may be impaired due to applicable capital requirements. Our regulated U.K. subsidiaries are subject to "consolidated" regulation, in addition to being subject to regulation on a legal entity basis. Consolidated regulation impacts the regulated entity and its parent holding companies in the U.K, including the regulated entity's ability to pay dividends or distribute capital.

        Our regulated U.K. subsidiaries are also subject to regulations regarding changes in control similar to those described above for GFI Securities LLC. Under FSA rules, regulated entities must obtain prior approval for any transaction resulting in a change in control of a regulated entity. Under applicable FSA rules, control is defined as a 10% interest in the regulated entity or its parent. As a result of these regulations, our future efforts to sell shares or raise additional capital may be delayed or prohibited by the FSA.

        GFI Securities Limited is a member of Euroclear for the purpose of clearing certain debt and equity transactions. This membership requires GFI Securities Limited to maintain a minimum amount of net capital depending on the unsettled amounts of such transactions.

        In Hong Kong, the SFC regulates our subsidiary, GFI (HK) Securities LLC, as a Securities Dealer. The compliance requirements of the SFC include, among other things, net capital requirements (known as the Financial Resources Rule) and stockholders' equity requirements. The SFC regulates the activities of the officers, directors, employees and other persons affiliated with GFI (HK) Securities LLC and requires the registration of such persons.

        In Singapore, the MAS regulates our subsidiary GFI Group PTE Ltd. The compliance requirements of the MAS include, among other things, maintaining stockholders' equity of 3 million Singapore dollars and monitoring GFI Group PTE Ltd.'s trading practices and business activities. The MAS regulates the activities of certain of the officers and employees of GFI Group PTE Ltd, and requires regular reports of our financial condition.

        All of our subsidiaries that are subject to foreign net capital rules have been, and currently are, in compliance with those rules and have net capital in excess of the minimum requirements. We do not believe that we are currently subject to any foreign regulatory inquiries that, if decided adversely, would have any material adverse effect on us and our subsidiaries taken as a whole.

        Changes in Existing Laws and Rules.    Additional legislation and regulations, changes in rules promulgated by the government, regulatory bodies or clearing organizations described above or changes in the interpretation or enforcement of laws and regulations may directly affect the manner of our operation, our net capital requirements or our profitability. In addition, any expansion of our activities into new areas may subject us to additional regulatory requirements that could adversely affect our business, reputation and results of operations.

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Employees

        At June 30, 2004, we employed 774 people. Of these, 477 are brokers, 121 are technology and telecommunications specialists and 42 comprise our analytics sales, marketing and customer support professionals. Approximately 49% of our employees are based in New York, 43% are based in London and the remaining 8% are based in Asia-Pacific. None of our employees are represented by a labor union. We consider our relationships with our employees to be good and have not experienced any interruption of operations due to labor disagreements.

Facilities

        Our executive headquarters are located at 100 Wall Street, New York, New York 10005, where we occupy approximately 62,000 square feet of leased space, pursuant to a lease between GFI and Reckson Associates Realty Corp. that expires on September 30, 2013. Jersey Partners is also liable for our obligations under this lease. Our U.K. offices are in two locations in London: 9 Hewett Street, EC2 and 25 Christopher Street, EC2, where we occupy approximately 19,000 square feet and 5,400 square feet, respectively. 9 Hewett Street is owned by GFI Brokers (Channel Islands) Limited, a wholly owned subsidiary of Jersey Partners, with whom we are parties to a lease that expires on March 25, 2016. We occupy the Christopher Street premises pursuant to a lease between us and Meritcape Limited that expires on February 14, 2013. In connection with our acquisition of Fenics, we became party to a lease with 30 Broad Street Associates for office space in lower Manhattan. We also lease office space in Hong Kong, Singapore and Sydney to support our brokerage operations.

        We believe our facilities are adequate for our operations for the next twelve months. We are currently exploring new lease opportunities in the U.K. with the goals of combining the operations at our Hewett Street and Christopher Street offices into a single location and providing us with flexibility for future expansion as the need arises. There can be no assurance that we will be able to obtain a new lease on satisfactory terms. Based on current market conditions, we expect that any new lease in the U.K. would result in increased rent and occupancy expense.

Our Reorganization

        The business that is now GFI was originally formed in 1987 by a group of brokers led by our chief executive officer and founder, Michael Gooch. Until our Reorganization, Jersey Partners, doing business as GFI, was the holding company for the GFI entities. GFI Group Inc. was incorporated under the laws of the State of Delaware in August of 2001 for the primary purpose of acting as a holding company for the GFI entities as part of a planned Reorganization of GFI's then-existing corporate structure. In November 2001, GFI and its stockholders completed the Reorganization. Prior to the completion of the Reorganization, GFI Group LLC, which we refer to as GFI LLC, was a wholly-owned subsidiary of Jersey Partners and GFInet inc., which we refer to as GFInet, was a majority-owned subsidiary of Jersey Partners. As part of the Reorganization:

•

Jersey Partners contributed 99% of its membership interests in GFI LLC to GFI Group Inc. in exchange for 50 million shares of GFI Group Inc.'s Class A Common Stock and the remaining 1% interest of Jersey Partners in GFI LLC was redeemed and reissued to GFInet;



•

GFInet was merged into a wholly-owned subsidiary of GFI Group Inc. with GFInet remaining as the surviving company;



•

the common stockholders of GFInet surrendered all of their shares of GFInet common stock in exchange for an equivalent number of shares of GFI Group Inc.'s Class B Common Stock;



•

the preferred stockholders of GFInet surrendered all of their shares of GFInet's convertible preferred stock for an equivalent number of shares of GFI Group Inc.'s convertible preferred stock; and



•

all outstanding options and warrants to purchase GFInet's common stock became options or warrants to purchase GFI Group Inc.'s Class B Common Stock on the same terms.

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Subsequent to the Reorganization, GFI Group Inc. contributed 98% of its membership interests in GFI LLC to GFInet.

        Immediately upon completion of the Reorganization, Jersey Partners owned approximately 74.2% of the equity of GFI Group Inc., prior to dilution for outstanding options and warrants and the subsequent issuance of our Series C Preferred Stock. Set forth below is a chart that shows the relationship of the companies involved in the Reorganization before and after the Reorganization and their approximate ownership percentages (prior to dilution for outstanding options and warrants and the subsequent issuance of our Series C Preferred Stock). All of our regulated and non-regulated subsidiaries are owned directly or indirectly by GFInet and GFI LLC.

Corporate Structure—Pre Reorganization

Corporate Structure—Post Reorganization

Legal Proceedings

        In the last several years, we have been party to, or otherwise involved in, litigations, claims and arbitrations in the U.S. and U.K. These proceedings have generally involved either competitor claims in connection with new employee hires, or claims from former employees in connection with the termination of their employment from us. We are currently involved in several litigations and arbitrations with our competitors and former employees in U.S. and U.K.

        We believe proceedings of this type are common in the inter-dealer brokerage industry due to its highly competitive nature. We believe that damages, if any, resulting from such proceedings will not, in the aggregate, have a material adverse effect on our financial condition, but may be material to our operating results for any particular period. Although there is a potential for client claims alleging the occurrence of errors in the handling of trades, we have not been involved in any such proceedings in recent years.

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MANAGEMENT

Directors, Executive Officers and Key Employees

        Our directors, executive officers and key employees and their ages as of June 30, 2004 are as follows:

Name	Age	Position(s)
Michael Gooch(1)	45	Chairman of the Board and Chief Executive Officer
Colin Heffron	41	President and Director
Donald P. Fewer	40	Senior Managing Director — Head of North America and Director
Stephen McMillan	41	Senior Managing Director — Head of Europe and Director
Jurgen Breuer	39	Senior Managing Director — Head of Asia
James A. Peers	53	Chief Financial Officer
Russell Lewis	45	Chief Information Officer
J. Christopher Giancarlo	45	Executive Vice President — Corporate Development
Michel Everaert	36	Global Head of Product Marketing
Scott Pintoff	33	General Counsel and Corporate Secretary
James A. Watson	44	Global Head of Sales
Ron Levi	42	Managing Director — Europe
Nick Brown	47	Managing Director — North America
Sheena Griffiths	41	Global Human Resources Director
Geoffrey Kalish(2)	40	Director
Christopher Pike(2)	34	Director
Robert Taylor(1)	46	Director
John W. Ward(1)	61	Director

(1)

Member of the compensation committee

(2)

Member of the audit committee

Michael Gooch, Chairman of the Board and Chief Executive Officer, has been our Chairman and Chief Executive Officer since he founded our business in 1987. Prior to founding our company, Mr. Gooch worked for Citibank, Refco Group, Bierbaum Martin, Harlow Meyer Savage and Tullet & Tokyo Forex. Mr. Gooch is also the President and majority shareholder of Jersey Partners, the majority stockholder of our company.

Colin Heffron, President and Director, has been our President since February 2004 and is responsible for all of our brokerage, data and analytics businesses. Mr. Heffron joined our company in our New York office in 1988 as a broker of foreign currency options before moving to London to assist in the establishment of our London office. From 1991 until 1994, Mr. Heffron headed our global currency options business. From 1994 until 1997, Mr. Heffron ran the day-to-day operations of all of our European businesses. From 1998 until February 2004, Mr. Heffron was head of all of our operations in Europe and joint-head of Asian operations. Mr. Heffron has been a director since our Reorganization in November 2001.

Donald P. Fewer, Senior Managing Director — Head of North America and Director, has been our head of North American brokerage operations since June 2000. Mr. Fewer joined our company in 1996 to establish our company's global credit derivatives brokerage services. Prior to joining our company, Mr. Fewer was a Senior Vice President in the structured products group at Garvin Guy Butler Corp. Mr. Fewer was previously a Senior Vice President at Prebon-Yamane (U.S.A.) Inc., where he headed the firm's treasury group, responsible for all non-trading floor operations, and was a member of its

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North American Executive Committee. Mr. Fewer has been a director since our Reorganization in November 2001.

Stephen McMillan, Senior Managing Director — Head of Europe and Director, is head of European Brokerage and our data and analytics business. Mr. McMillan joined our company in April 2000 as our Global Chief Operating Officer prior to being appointed to his current position in February 2004. Prior to joining our company, he was CEO of Garban Europe Ltd. from 1997 until 1999 and an Executive Board member of Garban PLC, now ICAP PLC. From 1991 until 1997, Mr. McMillan was Managing Director and Director of Garban Europe Ltd. From 1987 until 1990, he was a Director of Cantor Fitzgerald's securities business in London and prior to that he worked for KPMG in the United Kingdom and Australia. Mr. McMillan has been a director since our Reorganization in November 2001.

Jurgen Breuer, Senior Managing Director — Head of Asia, is head of Asian Brokerage. Mr. Breuer joined our company in January 1998. Prior to his appointment to his current position in January 2004, Mr. Breuer managed our company's European repo and freight derivatives business in London. Prior to joining our company, Mr. Breuer held trading and management positions with Oppenheimer, Société Generale and Citibank.

James A. Peers, Chief Financial Officer, joined our company in August 2002. Prior to joining our company, Mr. Peers was a Senior Vice President at Bank One in Chicago from 1999 to 2001 where he held various positions, including Corporate Controller. He also was the CFO for Rabobank International in New York and a Senior Vice President — Corporate Development for Canadian Imperial Bank of Commerce in New York. Mr. Peers is a Certified Public Accountant and Chartered Accountant and was a partner at Ernst & Young where he spent 18 years working in the Toronto and Chicago offices mainly with financial institutional clients.

Russell Lewis, Chief Information Officer, joined our company in November 2000. Prior to joining our company, Mr. Lewis was Chief Operating Officer at Internet Trading Technologies, a vendor of internet-based trading systems from 1999 to 2000. Prior to Internet Trading Technologies, Mr. Lewis was Chief Information Officer at Jefferies & Company and a Vice President at Salomon Brothers Inc.

J. Christopher Giancarlo, Executive Vice President, Corporate Development, joined our company in April 2001 following our acquisition of Fenics, where he structured strategic alliances with major investment banks. Prior to joining Fenics in 2000, Mr. Giancarlo was a corporate partner in the New York law firm of Brown Raysman Millstein Felder & Steiner, LLP from 1997 to 2000.

Michel Everaert, Global Head of Product Marketing, joined our company in May 2000. Prior to joining GFI, he was Senior Sales Manager for Investment Banking Services at Logica PLC from November 1998 to April 2000. and prior to that position he held marketing and sales positions at Dow Jones Telerate and Reuters.

Scott Pintoff, General Counsel and Corporate Secretary, joined our company in April 2000. Prior to assuming the duties of General Counsel in April 2002, Mr. Pintoff was GFI's Associate General Counsel. Before joining our company, he was an associate with the law firm of Dewey Ballantine LLP from 1996 to 2000.

James Watson, Global Head of Sales, joined our company in March 2002. Mr. Watson joined our company from UCC Direct Services in Houston, Texas where he was Vice President Sales and Product Support from 1998 to 2000. Prior to that he held a variety of senior sales and support positions globally with Reuters, Bridge and Slamdunk Networks in the United Kingdom.

Ron Levi, Managing Director — Europe, joined our company in 1993. Prior to joining our company, he was Director of Fixed Income at Garban PLC. Mr. Levi was appointed Managing Director in 2001, and assumed his current responsibilities in January 2004.

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Nick Brown, Managing Director — North America, joined our company in November 2003. Prior to joining our company, Mr. Brown was a managing director of Technolia LLC, a telecom consulting company, from 1998 until 2000. Mr. Brown's experience in the inter-dealer brokerage industry includes positions as the Managing Director, North America, of Tullett & Tokyo from 1990 to 1996 and President of Harlow Meyer Savage from 1986 to 1989. Mr. Brown is also a director of Jersey Partners and the Financial Markets Association and was formerly a member of the Federal Reserve Bank of New York Foreign Exchange Steering Committee and Wit Capital's board of directors.

Sheena Griffiths, Global Human Resources Director, joined our company in August 2000. Prior to joining GFI, Ms. Griffiths spent four months as a Manager, Employment Management of the FSA. Prior to that Ms. Griffiths was Human Resources Director, London and Europe, for Garban Europe Limited, now ICAP plc. Prior to that position, Ms. Griffiths spent 13 years with NatWest Group (now Royal Bank of Scotland) working in both Corporate and Human Resource positions.

Geoffrey Kalish, Director, joined our board of directors in April, 2000 as an appointee of our Series A Preferred Stockholders. Mr. Kalish is a founder and Managing Director at Venturion Capital LLC and has held such position since May 1998. Prior to founding Venturion, Mr. Kalish worked for Smith Barney, Drexel Burnham Lambert, Kidder Peabody and Westpac Bank in a variety of proprietary trading and corporate finance positions. He is also Chairman of the Board of Insurance Vianet, Inc. and a supervisory board member of ProCapital, S.A.

Christopher Pike, Director, joined our board of directors in June 2002 as an appointee of our Series C Preferred Stockholders. Mr. Pike is a partner at Advent International and has held such position since January 2003. From February 1997 until January 2003, Mr. Pike was a principal with Advent International. Prior to joining Advent International, he worked for Coopers & Lybrand. He is also director of Managed Healthcare Associates, Redprairie, Americus Dental Labs and Long Term Care Group.

Robert Taylor, Director, joined our board of directors in June 2002 as an appointee of our Series C Preferred Stockholders. Mr. Taylor is a partner at Advent International and has held such position since April 1998. Prior to joining Advent International, he worked for private equity firms Wingate Partners and Valley National Investors. He is also director of American Radiology Services, Keystone Automotive Holdings, Inc. and Long Term Care Group.

John W. Ward, Director, joined our board of directors in April 2004 as an appointee of Jersey Partners, our Class A Common Stockholder. Mr. Ward has been an independent consultant with Transition International, Inc. since its formation in 1992. He joined the board of Fenics Software Inc. in 1999 and served until our acquisition of that company in 2001. Mr. Ward was also a director of Ameritrade Holdings Corporation from 1997 until 2002 and served as chairman of its compensation committee until 2001. He was also a director of AHL Services Inc. from 2000 until 2003. He was formerly Chairman of the Merrill Lynch International Banking Group.

Board Composition

        Our board of directors currently has eight members, comprised of four executive officers and four independent directors, three of whom were appointed by our preferred stockholders and one which was appointed by Jersey Partners, our Class A Common Stockholder.

        In accordance with our second amended and restated certificate of incorporation, immediately after this offering our board of directors will be divided into the following three classes with staggered three-year terms:

•

Class I, whose initial term will expire at the annual meeting of stockholders to be held in 2005;

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•

Class II, whose initial term will expire at the annual meeting of stockholders to be held in 2006; and



•

Class III, whose initial term will expire at the annual meeting of stockholders to be held in 2007.

        The Class I directors will be        , the Class II directors will be        and the Class III directors will be            .

        At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of our board of directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control.

Board Committees

        Our board of directors has an audit committee and a compensation committee and, following this offering, our board will have an officer nominating committee and a board credentialing committee.

        Audit Committee.    The audit committee assists our board of directors in its oversight of our internal accounting controls and audit processes and independent auditors. The audit committee has sole authority for the appointment, compensation and oversight of our independent auditors and approval of any significant non-audit relationship with the independent auditors. Following completion of this offering, the audit committee will also be responsible for preparing the reports required by the rules of the SEC to be included in our proxy statement relating to our annual meeting of stockholders. Currently, the audit committee is comprised of Christopher Pike, as chairman, and Geoffrey Kalish. Following the completion of this offering,                        will be added as a member of our audit committee. The board of directors has determined that                        has the requisite financial sophistication as required by applicable Nasdaq rules.

        Compensation Committee.    The compensation committee assists our board of directors in its oversight of executive compensation, determines our goals and objectives relevant to compensation, and, based on evaluations submitted by management, recommends to our board compensation levels and systems for our board and our executive officers that correspond to our goals and objectives. Following completion of this offering, the compensation committee will also produce an annual report on executive compensation for inclusion in our proxy statement relating to our annual meeting of stockholders. Currently, Michael Gooch (chairman), Robert Taylor and John W. Ward are the members of the compensation committee. Following the completion of this offering, Michael Gooch will resign from the compensation committee and John W. Ward will succeed Mr. Gooch as chairman of this committee.

        Officer Nominating Committee.    Following completion of this offering, our board intends to appoint an officer nominating committee. The officer nominating committee will be responsible for recommending to our board of directors individuals to be nominated as officers. The committee's responsibilities will include evaluation of new candidates as well as evaluation of current officers.

        Board Credentialing Committee.    Following completion of this offering, our board intends to appoint a board credentialing committee. The board credentialing committee will be responsible for recommending to our board of directors individuals to be nominated as directors and committee members. This committee's responsibilities include evaluation of new candidates as well as evaluation of current directors.

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Director Compensation

        Our employees who serve as our directors and directors that have been appointed by our preferred stockholders are not compensated for serving as our directors. John W. Ward, a non-employee director, was appointed by our Class A common stockholder and will receive an annual retainer of $70,000 for his services as director. All directors are reimbursed for their expenses incurred in attending board and committee meetings.

        In May 2004, in consideration for service as our director, John W. Ward was granted an option to purchase 25,000 shares of our common stock at the initial public offering price of the shares to be issued in this offering, subject to vesting over a term of two years and otherwise pursuant to our 2002 Stock Option Plan.

        Mr. Ward currently owns 103,300 shares of Fenics and may receive cash or shares of our common stock in connection with our purchase of the remaining Fenics shares that we do not own as described under "Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources."

Executive Compensation

        The following table summarizes the compensation paid to, awarded to or earned by our chief executive officer and our four other most highly compensated executive officers whose total annual salary and bonus exceeded $100,000 for the year ended December 31, 2003. We refer to these officers collectively as our "named executive officers."

Summary Compensation Table

		Annual Compensation
Name and Principal Position	Year	Salary		Bonus			Other Annual Compensation(1)
Michael Gooch Chairman of the Board and Chief Executive Officer	2003	$	525,000	$	650,000			—
Colin Heffron President	2003	$	500,000	$	1,100,000			—
Donald P. Fewer Senior Managing Director — Head of North America	2003	$	500,000	$	975,000			—
Stephen McMillan Senior Managing Director — Head of Europe	2003	$	670,000	$	700,000	(2)		—
James A. Peers Chief Financial Officer	2003	$	250,000	$	300,000		$	68,126	(3)

(1)

In accordance with the rules of the SEC, other compensation in the form of perquisites and other personal benefits has been omitted in those instances where the aggregate amount of such perquisites and other personal benefits constituted less than the lesser of $50,000 or 10% of the total of annual salary and bonuses for the officer for such year.

(2)

Includes amounts awarded to the members of the family of Mr. McMillan by the independent trustees of GFI Brokers GBT, a trust established by the board of directors of GFI Brokers Limited for the benefit of family members of employees of GFI Brokers Limited.

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(3)

Includes $32,851 reimbursed to Mr. Peers for moving expenses in 2003 and $35,275 related to commissions on the sale of his residence which was paid by our company to Mr. Peers in 2004.

Stock Option Grants In Year Ended December 31, 2003

        No stock options to purchase our common stock were granted to the named executive officers during the year ended December 31, 2003.

Aggregated Option Exercises During Year Ended December 31, 2003 and Year-End Option Values

        None of the named executive officers exercised options during the fiscal year ended December 31, 2003. The following table sets forth the number and value of securities underlying options held as of December 31, 2003.

	Number of Securities Underlying Unexercised Options at December 31, 2003		Value of Unexercised In-the-Money Options at December 31, 2003(1)
Name
	Exercisable	Unexercisable(2)	Exercisable	Unexercisable
Michael Gooch	—	—	—	—
Colin Heffron	—	600,000
Donald P. Fewer	—	800,000
Stephen McMillan	—	1,500,000
James A. Peers	—	750,000

(1)

There was no public trading market for our common stock as of December 31, 2003. Accordingly, these values have been calculated on the basis of the assumed public offering price of $                  per share, less the applicable exercise price per share, multiplied by the number of shares underlying the options.

(2)

These stock options will be exercisable upon our completing an initial public offering of our common stock to the extent vested. Upon completion of this offering, the number of shares underlying unexercisable options which, as of December 31, 2003, would have been exercisable had this offering been completed as of such date are as follows: Mr. Heffron (200,000), Mr. Fewer (350,000), Mr. McMillan (825,000) and Mr. Peers (375,000).

Employment Agreements

        Each of Stephen McMillan, Donald P. Fewer and James A. Peers have entered into employment agreements with us. At this time, Michael Gooch and Colin Heffron do not have employment agreements with us.

Stephen McMillan

        We entered into an employment agreement with Stephen McMillan on May 1, 2002. The current term of the agreement expires on February 28, 2005. The agreement will automatically extend for one-year periods and can be terminated prior to any such extension by either party upon three months notice. Mr. McMillan is currently serving as our Senior Managing Director — Head of Europe. We currently pay Mr. McMillan an annual base salary equal to the British Pounds equivalent of approximately $600,000 and pay the British Pounds equivalent of approximately $50,000 per annum on Mr. McMillan's behalf into our U.K. Occupational Pension Plan. Mr. McMillan is also eligible to receive an annual discretionary bonus in an amount to be determined by us. He is also entitled to receive all employee benefits and participate in all insurance programs generally available to similarly situated employees. The agreement requires Mr. McMillan to abide by restrictive covenants relating to

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non-competition, non-solicitation and non-disclosure during his employment and for specified periods following termination of employment. Mr. McMillan's employment agreement does not provide for any severance payments upon the termination of his employment.

Donald P. Fewer

        We entered into an employment agreement with Donald P. Fewer on July 17, 2000, which was subsequently amended in March 2004. The term of the agreement, as amended, expires on July 16, 2006. Thereafter, it is automatically extended for two-year periods, unless the agreement is terminated three months prior to such extension by either party. Mr. Fewer is currently serving as our Senior Managing Director — Head of North America. We currently pay Mr. Fewer an annual base salary of $650,000. Mr. Fewer is also eligible to receive an annual discretionary bonus in an amount to be determined by us. He is also entitled to receive all employee benefits and participate in all insurance programs generally available to similarly situated employees. The agreement requires Mr. Fewer to abide by restrictive covenants relating to non-competition, non-solicitation and non-disclosure during his employment and for specified periods following termination of employment. Mr. Fewer's employment agreement does not provide for any severance payments upon the termination of his employment.

James A. Peers

        We entered into an employment agreement with James A. Peers on November 18, 2002 pursuant to which Mr. Peers serves as our Chief Financial Officer. This agreement has an indefinite term, subject to termination of the agreement by either party upon six months notice. We currently pay Mr. Peers an annual base salary of $300,000. Mr. Peers is also eligible to receive an annual discretionary bonus in an amount to be determined by us. He is also entitled to receive all employee benefits and participate in all insurance programs generally available to similarly situated employees and was compensated for certain moving expenses in connection with the commencement of his employment.

        This agreement provides that upon resignation with "good reason" within six months following a "change in control", as such terms are defined in the agreement, Mr. Peers will generally be entitled to receive: (1) a lump sum payment in an amount equal to twelve months base salary, minus applicable withholdings and deductions; (2) the cost of maintaining health and dental insurance coverage for the earlier of six months after the termination of employment or until he secures new employment; (3) all employee or incentive stock options granted to him which are outstanding and unexercised on the date of termination of employment will become fully vested and such options will continue to be exercisable at any time within the one year period following the date of termination; and (4) an amount in lieu of discretionary bonus equal to (x) such bonus, if any, paid for the fiscal year immediately preceding the year in which such employment is terminated, multiplied by (y) a fraction, the numerator of which is the number of days of employment during the fiscal year in which employment was terminated, and the denominator of which is 365.

        The agreement also provides that if Mr. Peers is terminated "without cause" (other than due to death or disability), as defined in this agreement, he will be entitled to receive: (1) a salary continuation benefit for a period of up to six months, which will be reduced by any portion of the notice period in which he is not requested to work and; (2) an amount in lieu of discretionary bonus equal to (x) such bonus, if any, paid for the fiscal year immediately preceding the year in which employment is terminated, multiplied by (y) a fraction, the numerator of which is the number of days of employment during the fiscal year in which employment was terminated, and the denominator of which is 365.

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        The agreement requires Mr. Peers to abide by restrictive covenants relating to non-competition, non-solicitation and non-disclosure during his employment and for specified periods following termination of employment.

Compensation Committee Interlocks and Insider Participation

        The members of our compensation committee currently are Michael Gooch, Robert Taylor and John W. Ward. Upon consummation of this offering, Mr. Gooch will resign from the compensation committee. None of our executive officers, other than Mr. Gooch, currently serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee of any entity that has one or more of its executive officers serving on our board of directors or compensation committee. Mr. Gooch, our chief executive officer, is chairman of the board of Jersey Partners, our majority stockholder.

Limitation of Liability; Indemnification

        As permitted by the General Corporation Law of the State of Delaware, which we also call the DGCL, our certificate of incorporation provides that our directors will not be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director, except for liability:

•

for any breach of the director's duty of loyalty to us or our stockholders;



•

for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;



•

under Section 174 of the DGCL, relating to prohibited dividends, distributions and repurchases or redemptions of stock; or



•

for any transaction from which the director derives an improper personal benefit.

        However, such limitation of liability would not apply to violations of the federal securities laws, nor does it limit the availability of non-monetary relief in any action or proceeding against a director. Our certificate of incorporation and bylaws also include provisions for indemnification of our directors and officers to the fullest extent permitted by the DGCL. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

        We have obtained directors' and officers' insurance providing indemnification for all of our directors and officers for certain liabilities. We believe that these provisions and this insurance are necessary to attract and retain qualified directors and officers. At present, there is no pending or threatened litigation or proceeding involving any of our directors, officers, employees or agents that is likely to result in a claim for indemnification under our directors' and officers' insurance policy.

Equity Incentive Plans

2002 Stock Option Plan

        In June 2002, we adopted the GFI Group Inc. 2002 Stock Option Plan. The purpose of this plan is to promote the success and enhance the value of our company by linking the personal interests of our employees, directors and consultants, who receive awards under this plan to those of our stockholders. This plan is further intended to motivate and retain the services of our employees and directors, upon whose judgment, interest and special effort our success is largely dependant.

        This plan is administered by a committee which consists of our board of directors, or a committee of two or more non-employee, outside directors chosen by our board. The committee is authorized to

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construe and interpret this plan and to promulgate, amend, and rescind rules and regulations relating to the implementation and administration of this plan. The committee is also authorized to select the persons eligible for awards under the plan, determine the amount and form of awards, and impose restrictions, terms and conditions upon options. The committee's determinations need not be uniform and may be made selectively among plan participants. Any determination, decision, or action of the committee in connection with the construction, interpretation, administration, or implementation of this plan is final, conclusive and binding upon all participants and any person's claiming under or through any participant.

        This plan authorizes the grant of incentive stock options and nonqualified stock options with respect to our common stock or any other security issued by us in substitution or exchange therefor. The plan also permits the committee to grant dividend equivalent rights in connection with the shares of common stock, as well as automatic "reload" options. Subject to certain adjustment provisions in this plan, this plan allows for the issuance of up to 25 million shares. This plan authorizes awards to employees of our company, our subsidiaries, parent and affiliates and to consultants and directors of our company, but incentive stock options may be granted only to employees of GFI, our parent and our subsidiaries. Subject to certain adjustment provisions in this plan, a maximum number of 5 million shares of common stock may be granted subject to options to any single participant in any calendar year. Each option is evidenced by a signed, written award agreement between our company and each participant containing the terms and conditions of the option grant.

        Under this plan, the committee determines the exercise price for options at the time the options are granted. With respect to incentive stock options, the exercise price per share is not permitted to be less than 100% of the fair market value per share as of the date of grant. Further, in the case of incentive stock options, if the optionee, as of the date of grant, owns more than 10% of the combined voting power of all classes of shares of our capital stock or of any subsidiary, parent or affiliate, the exercise price per share is not permitted to be less than 110% of the fair market value per share as of the date of grant.

        The exercise price per share will be payable at the time the option is exercised in accordance with any procedures established by the committee. The exercise price is payable by any method established by the committee, including by delivery of shares already owned by a participant for at least six months, having a fair market value equal to the exercise price.

        Options granted under this plan may not be exercised prior to the consummation of this offering.

        In the event of changes in the outstanding stock or capital structure of our company by reason of extraordinary cash dividends, stock splits, reverse stock splits, recapitalizations, reorganizations, mergers, consolidations, combinations, exchanges, or certain changes in control, or in the event of changes in applicable law or other changes in circumstances that results in substantial dilution or enlargement of rights granted to optionees, then to the extent our board of directors deems equitable in order to maintain the intended operation of this plan, any option granted under this plan, any agreements evidencing such options, the maximum number of shares of common stock available for grant and the maximum number of shares of common stock which may be granted to any optionee in any single calendar year is subject to adjustment or substitution as to the number, price or kind of shares of stock or other consideration.

        In the event of certain changes in control following this offering, any outstanding options held by optionees which are not exercisable or are otherwise unvested, will automatically be deemed exercisable, or otherwise vested, as the case may be, as of immediately prior to the change in control. This provision could have the effect of dissuading potential acquirors from pursuing merger discussions with our company.

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        This plan will automatically terminate on the day immediately preceding the tenth annual anniversary of its adoption, unless terminated sooner by our board of directors. Our board may amend or suspend this plan at any time. No amendment may be made, without stockholder approval, which will change the maximum number of shares of common stock that may be granted under this plan or the maximum number of shares that may be granted to an optionee in any calendar year.

        As of June 30, 2004, options to purchase 11,116,740 shares of common stock were outstanding under this plan, leaving 13,883,260 shares available for future grants under the plan.

2000 Stock Option Plan

        The GFInet inc. 2000 Stock Option Plan was adopted in March 2000 and is largely similar to the GFI Group Inc. 2002 Stock Option Plan, with certain exceptions. This plan allowed for the issuance of up to 20 million shares, and a maximum number of 6.67 million shares of common stock were able to be granted subject to options to any single participant in any calendar year. The exercisability of options issued under this plan is contingent upon the earlier of our completing an initial public offering of our common stock, or a specified event, which must occur by March 31, 2005 (unless other specified events have occurred).

        As of June 30, 2004, options to purchase 14,246,770 shares of our common stock have been granted and were outstanding under this plan. Since our Reorganization in November 2001, we have not issued any options under the 2000 Stock Option Plan and we do not intend to issue options under this plan in the future.

Employee 401(k) Plan

        We have established a tax-qualified employee savings and retirement plan for all permanent employees over age 21. Under our GFI Group Inc. Employee 401(k) plan, employees may elect to reduce their current compensation by up to 25% or the statutory limit, $13,000 in 2004, whichever is less, and have us contribute such amount to the 401(k) plan. The plan does not provide for matching contributions to be made by us. As of June 30, 2004, we had 318 employees and former employees participating in the plan, which had total assets of $11.0 million. During 2002 and 2003, participants contributed $1.9 million and $2.0 million to the plan, respectively.

U.K. Plans

        We have established a defined contribution plan pursuant to the applicable laws in the United Kingdom. Employees of our U.K. Subsidiaries may voluntarily designate a portion of their monthly compensation to be contributed which we match up to a certain percentage. The GFI Group Personal Pension Plans within the U.K. are open to all of our U.K. employees after the completion of three months of employment. Additionally, there is an Occupational Pension Plan which is available only to senior employees. We also match contributions made under this plan. We made aggregate contributions of $0.3 million, $0.8 million, and $1.0 million in 2001, 2002 and 2003, respectively, for our GFI Group Personal Pension Plans and our Occupational Pension Plan.

        In 2003, the boards of directors of GFI Brokers Limited, GFI Securities Limited, and GFInet UK Limited, each resolved to set up Guardian Benefit Trusts for the benefit of the family members of our U.K. employees. Recommendations are made by the boards to the independent trustees of the relevant Guardian Benefit Trust as to possible distributions of assets to family members. The independent trustees have sole and absolute discretion as to how they invest and distribute the assets on behalf of family members having considered any recommendations that they may receive from the family members.

Other Employee Benefits Plans

        Our eligible employees are entitled to participate in several health and welfare plans established by us, including: medical, dental and vision benefits, employee flexible spending accounts, short-term and long-term disability insurance, critical illness and life insurance.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Loans from Jersey Partners

        In November 2001, in connection with our Reorganization described under "Management's Discussion and Analysis of Financial Condition and Results of Operations — Overview" and in note 3 to our consolidated financial statements, our subsidiary, GFI LLC, paid a dividend to its then-parent Jersey Partners consisting of $30.0 million in cash and certain accounts receivable. Simultaneously, Jersey Partners loaned the cash and accounts receivable back to GFI LLC in exchange for (i) two notes in the original principal amounts of $5.0 million and $20.0 million, respectively and (ii) a collection agency note in the original principal amount of $5.0 million. The collection agency note was repaid in full in 2002.

        The notes are guaranteed by the material non-regulated subsidiaries of GFI LLC, and are secured by, among other things, liens on and security interests in substantially all of the assets of GFI LLC and its material subsidiaries. However, the notes are, by their terms, subordinated in right of payment to our senior indebtedness, including the indebtedness under our credit agreement. The $5.0 million note was repaid by us in two installments of $2.5 million on November 30, 2002 and November 30, 2003. In connection with the issuance of our Series C Preferred Stock, we repaid $10.75 million of the principal amount of the $20.0 million note in June 2002. The remaining $9.25 million in principal amount of this note is currently outstanding and is scheduled to be repaid in five annual installments of $1.85 million each plus interest, commencing on June 15, 2007 and continuing through 2011.

        The terms of the $20 million note permit Jersey Partners to require that up to 20% of the aggregate net proceeds we receive from this offering be used to repay the note. The terms of the $20.0 million note also permit us to prepay the note at any time without penalty. We intend to use a portion of the net proceeds received by us in this offering to prepay in full the $9.25 million outstanding principal amount plus accrued interest of this note upon the consummation of this offering. See "Use of Proceeds."

Fenics Acquisition

        In April 2001, we acquired approximately 90% of the outstanding capital stock of Fenics. We acquired Fenics for the purpose of expanding our data, analytics and internet product offerings. The purchase price of approximately $40.7 million consisted of an exchange of 15,733,851 shares of common stock of GFInet inc, our subsidiary, and assumption of debt of Fenics of approximately $9.0 million. This debt bore interest at rates between 9% and 11% and was fully repaid by February 2003. Within 120 days after the completion of this offering, we are obligated to provide notice to the remaining holders of the outstanding capital stock of Fenics that a "liquidity event" has occurred. At such holders' election, we are required to use commercially reasonable efforts to acquire the holders' shares of Fenics capital stock for shares of our common stock or cash, at our option, or any other form of consideration agreed to with the Fenics holders. Each share of Fenics capital stock is to be acquired by us at a value equal to the fair market value, as of the date of the acquisition, of 3.11 shares of our common stock (as adjusted for our reverse stock split). Certain of the remaining shares of Fenics are held by John W. Ward, one of our directors, and certain of our officers and employees. We may use a portion of the net proceeds received by us in this offering to purchase the remaining portion of the Fenics capital stock not currently owned by us. See "Use of Proceeds" and "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources."

Stockholders Agreement

        On June 3, 2002, we entered into an Amended and Restated Stockholders Agreement with all of our then existing common and preferred stockholders. Most of the provisions of the Stockholders

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Agreement will terminate immediately before the closing of this offering. The following terms of the Stockholders Agreement, however, will remain in effect following the closing:

•

certain of our stockholders who acquired their shares as part of our acquisition of Fenics will, for a limited period of time, continue to be subject to agreements contained in the Stockholders Agreement which limit their ability to compete against or interfere with our business;



•

for a period of 18 months following the consummation of this offering, we will retain the ability to repurchase any shares held by a former Fenics stockholder or certain holders of our Series A Preferred Stock, if we reasonably and in good faith determines that such stockholder has violated the terms of any confidentiality provision or restriction on competition applicable to it and that such violation has or could have an adverse effect on us that is greater than a de minimis impact; and



•

all of the stockholders party to the agreement will be, upon our request, prohibited from selling any of their shares during a period (not to exceed 180 days) selected by us and the managing underwriters of any public offering of our shares.

Registration Rights

        Each series of our preferred stock is entitled to certain registration rights that apply to the common stock into which the preferred stock will be converted. See "Description of Capital Stock — Registration Rights."

U.K. Leases

        We lease our offices at 9 Hewett Street in London from GFI Brokers (Channel Islands) Limited, which is a wholly-owned subsidiary of Jersey Partners. The lease extends for a period of twenty years, expiring in 2016. The annual lease payments to Jersey Partners under the lease are 0.5 million British Pounds.

        We also lease a corporate apartment in London from GFI Brokers (Channel Islands) Limited. We paid a monthly lease payment of 3,750 British Pounds for this apartment prior to December 31, 2002 and currently pay a monthly lease payment of 2,000 British Pounds for this apartment.

Shares Issued to Insiders

        The following table summarizes issuances of our equity securities since January 1, 2001 to holders of more than 5% of our equity securities, other than shares issued in exchange for existing shares of GFInet inc. in connection with our Reorganization.

	Series C Preferred Stock	Total Consideration
Entities affiliated with Venturion Capital LLC	5,930,297	$	5.7 million
Entities affiliated with Advent International Corporation	28,652,709	$	27.5 million

        In addition, on July 1, 2001, Venturion was issued an option to purchase 200,000 shares of our Class B Common Stock that currently has an exercise price of $1.00 per share.

        Each share of the Series C Preferred Stock listed above will be converted automatically into            shares of our common stock immediately before the closing of this offering.

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PRINCIPAL AND SELLING STOCKHOLDERS

        The following table sets forth certain information as of August 31, 2004, with respect to the beneficial ownership of our common stock, after giving effect to this offering, by:

•

our Chief Executive Officer and our four other most highly compensated executive officers;



•

each of our directors;



•

all of our directors and executive officers as a group;



•

each person or group of affiliated persons who is known by us to beneficially own more than 5% of our common stock; and



•

each selling stockholder.

        The amounts and percentages of common stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or to direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security. Unless otherwise indicated below, each beneficial owner named in the table below has sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable. The information set forth in the following table excludes any shares of our common stock purchased in this offering by the respective beneficial owner and assumes the conversion of all of our Class A Common Stock and all classes of our preferred stock into Class B Common Stock (which will become our only class of common stock and will be called "common stock") which will occur immediately before the closing of this offering.

        The number of shares of common stock outstanding, on an as converted basis, used in calculating the percentage for each listed person or entity includes common stock underlying options or a warrant held by the person or entity that are exercisable within 60 days of August 31, 2004, but excludes common stock underlying options or warrants held by any other person or entity. Options issued under our stock option plans are generally not exercisable prior to the completion of this offering. For purposes of the information presented below, we have assumed this condition is satisfied with respect to all options that would otherwise be exercisable within 60 days of August 31, 2004. Percentage of beneficial ownership is based on an assumed 216,545,557 shares of common stock outstanding as of August 31, 2004 (assuming conversion of our shares of preferred stock and Class A Common Stock into common stock on a 1-for-1 basis) and 93,655 additional shares to be issued upon the conversion of

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our Series B Preferred Stock. Unless otherwise indicated, the address of each beneficial owner is c/o GFI Group Inc., 100 Wall Street, New York, New York 10005.

	Shares Beneficially Owned Prior to Offering				Shares Beneficially Owned After Offering
Name of Beneficial Owner				Shares Being Offered
	Number	Percent			Number	Percent
Executive Officers and Directors:
Michael Gooch(1)	144,229,705	66.58	%
Colin Heffron(2)	510,000	*
Donald P. Fewer(3)	650,000	*
Stephen McMillan(4)	1,150,000	*
James A. Peers(4)	562,500	*
Geoffrey Kalish(5)	19,033,638	8.78	%
Christopher Pike(6)	28,652,709	13.23	%
Robert Taylor(7)	28,652,709	13.23	%
John W. Ward	—	*
All executive officers and directors as a group (14 persons)(8)	197,458,682	88.90	%
5% Stockholders:
Jersey Partners Inc.(9)	144,229,705	66.58	%
Entities affiliated with Venturion Capital LLC(10)	19,033,638	8.78	%
Entities affiliated with Advent International Corporation(11)	28,652,709	13.23	%
Other Selling Stockholders:
Total

*

Less than 1%.

(1)

Includes all shares of our company beneficially owned by Jersey Partners as described in footnote (9) below, including those shares held by the Magnetic Entities as described in that footnote. Mr. Gooch controls the voting and disposition of these shares through his ownership of approximately 70% of the outstanding common stock of Jersey Partners. Mr. Gooch will also beneficially own 20,000 shares of our common stock to be distributed by the Magnetic Entities, as described in footnote (9) below, and Diane Gooch, Mr. Gooch's wife, and Gooch Investment Trust will collectively beneficially own 230,000 shares as to which Mr. Gooch disclaims beneficial ownership.

(2)

Includes 350,000 shares issuable upon exercise of options that are exercisable within 60 days of the completion of this offering. Also includes 50,000 shares to be distributed to Mr. Heffron by the Magnetic Entities as described in footnote (9) below. Also includes 60,000 shares to be distributed by the Magnetic Entities to Frank and Eleanor Heffron, Mr. Heffron's parents, and 50,000 shares to be distributed by the Magnetic Entities to Kevin and Jane Heffron, Mr. Heffron's brother and sister-in-law, as to all of which Mr. Heffron disclaims beneficial ownership. Does not include any of the shares of our company owned by Jersey Partners. Mr. Heffron owns approximately 4.9% of the outstanding common stock of Jersey Partners.

(3)

Includes 550,000 shares issuable upon exercise of options that are exercisable within 60 days of the completion of this offering. Also includes 100,000 shares to be distributed to Mr. Fewer by the

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Magnetic Entities as described in footnote (9) below. Does not include any of the shares of GFI owned by Jersey Partners. Mr. Fewer holds options to purchase 68,000 shares of common stock of Jersey Partners, which would represent less than 1% of the outstanding common stock of Jersey Partners.

(4)

Represents shares issuable upon exercise of options that are exercisable within 60 days of the completion of this offering.

(5)

Represents 19,033,638 shares beneficially owned by funds affiliated with Venturion. Mr. Kalish disclaims beneficial ownership of the shares held by these funds except to the extent of his pecuniary interests in such funds.

(6)

Represents 28,652,709 shares beneficially owned by funds affiliated with Advent International Corporation. Mr. Pike disclaims beneficial ownership of the shares held by these funds except to the extent of his pecuniary interests in such funds.

(7)

Represents 28,652,709 shares beneficially owned by funds affiliated with Advent International Corporation. Mr. Taylor disclaims beneficial ownership of the shares held by these funds except to the extent of his pecuniary interests in such funds.

(8)

Includes 5,295,130 shares issuable upon exercise of options that are exercisable within 60 days of the completion of this offering.

(9)

Includes 55,991,541 shares of Class A Common Stock and 333,334 shares of Series A Preferred Stock held directly by Jersey Partners that will automatically convert into shares of our common stock, as well as 80,000,000 shares of Class B Common Stock that will become shares of our common stock, in each case, immediately before the closing of this offering. Also includes 3,677,500 shares of Series A Preferred Stock held by Magnetic Holdings International (DE) LLC, 2,497,500 shares of Series A Preferred Stock held by Magnetic Holdings International (DNE) LLC, 1,013,000 shares of Series A Preferred Stock held by Magnetic Holdings International (FE) LLC and 350,000 shares of Series A Preferred Stock held by Magnetic Holdings International (FNE) LLC that will similarly convert into shares of our common stock. We refer to these entities collectively as the Magnetic Entities. Jersey Partners, through its wholly-owned subsidiary, Magnetic Management LLC, is the managing member of each of the Magnetic Entities. Pursuant to the terms of the limited liability company agreement of each of the Magnetic Entities, all of our company's shares held by that Magnetic Entity will be distributed to the holders of interests in that Magnetic Entity 180 days after the completion of this offering. Also includes 177,270 shares of Class B Common Stock held by N-Two LLC, a subsidiary of Jersey Partners. N-Two LLC will receive 115,000 shares of our common stock in connection with the distribution to be made by Magnetic Holdings International (DE) LLC. Magnetic Management LLC will receive 12,500 shares of our common stock in connection with the distribution to be made by Magnetic Holdings International (DE) LLC.

(10)

Includes 200,000 shares issuable upon exercise of options that are exercisable within 60 days of the completion of this offering. Shares and options are held by the following entities affiliated with Venturion: Venturion Market Making Ventures LLC, Venturion Capital LLC, Venturion GFI LLC and Venturion GFI II, LLC. The address of Venturion is 275 Madison Avenue, 38th Floor, New York, New York, 10016.

(11)

Shares held by the following entities affiliated with Advent International Corporation: Global Private Equity IV Limited Partnership, Advent Partners GPE-IV Limited Partnership and Advent Partners Limited Partnership. The address of Advent International Corporation is 75 State Street, Boston, Massachusetts, 02109.

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DESCRIPTION OF CAPITAL STOCK

        The following description of our capital stock and provisions of our second amended and restated certificate of incorporation and bylaws are summaries. You should refer to the second amended and restated certificate of incorporation and the bylaws that will be in effect upon completion of this offering, copies of which have been filed with the Securities and Exchange Commission as exhibits to our registration statement, of which this prospectus forms a part. The descriptions of the common stock and preferred stock reflect the conversion of all of our preferred stock and Class A Common Stock into Class B Common Stock that will occur automatically immediately before the closing of this offering.

        Upon the closing of this offering, our authorized capital stock will consist of                        shares of common stock, par value $0.01 per share, and                        shares of preferred stock, par value $0.01 per share, all of which preferred stock will be undesignated.

        As of June 30, 2004, we had issued and outstanding:

•

55,991,541 shares of Class A Common Stock outstanding held by one stockholder of record, Jersey Partners;



•

96,480,312 shares of Class B Common Stock outstanding held by 34 stockholders of record; and



•

64,073,704 shares of preferred stock convertible into                        shares of common stock held by 37 stockholders of record.

        As of June 30, 2004, we also had outstanding:

•

options to purchase 25,363,510 shares of Class B Common Stock at a weighted exercise price of $1.25 per share; and



•

a warrant to purchase 1,000,000 shares of Class B Common Stock at an exercise price of $1.00 per share.

        All of the shares of our Class A Common Stock and our preferred stock will, by their respective terms, automatically convert into shares of Class B Common Stock immediately before the closing of this offering and will no longer be authorized, issued or outstanding. In the case of the Series C Preferred Stock, in the event that the price of our common stock issued in this offering is less than            , each Series C Preferred Stock stockholder will receive shares of our existing Class B Common Stock with a value, based on the price of the common stock issued in this offering, that is twice the Series C Preferred Stock issuance price for each share of Series C Preferred Stock. We will file an amended and restated certificate of incorporation in connection with the closing of this offering to rename the Class B Common Stock to "common stock" and reflect the elimination of the other designated capital stock.

Common Stock

        Upon the closing of this offering, there will be                        shares of common stock outstanding (assuming no exercise of the underwriters' over-allotment option or outstanding options or the warrant). All outstanding shares of common stock are fully paid and nonassessable, and the shares of our common stock that will be issued on completion of this offering will be fully paid and nonassessable.

        Subject to preferences that may be applicable to any then outstanding series of preferred stock, the holders of common stock are entitled to receive ratably any dividends that may be declared from time to time by the board of directors. Other than the dividends paid to Jersey Partners relating to periods prior to our Reorganization in 2001, we have not paid any cash dividends on our common stock in the past three years. We do not intend to pay cash dividends on our common stock at any time in the

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foreseeable future. In the event of our liquidation, dissolution or winding-up, the holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding. Our common stock has no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to our common stock.

        The holders of our common stock are entitled to one vote per share and do not have cumulative voting rights. As a result stockholders owning or controlling more than 50% of the total votes cast for election of directors can elect all the directors in that slate for the year.

Preferred Stock

        Our board of directors has the authority, by adopting resolutions, to issue shares of preferred stock in one or more series, with the designations and preferences for each series set forth in the adopting resolutions. Our certificate of incorporation authorizes our board of directors to determine, among other things, the rights, preferences and limitations pertaining to each series of preferred stock. Our board of directors could authorize the issuance of preferred stock with terms and conditions that could discourage a takeover or other transaction that some holders of our common stock might believe to be in their best interests or in which holders of common stock might receive a premium for their shares over and above market price.

Registration Rights

        We have entered into Registration Rights Agreements with certain of the holders of each series of our preferred stock. Such registration rights apply to the common stock into which the preferred stock can be converted. Upon conversion of all outstanding shares of preferred stock into common stock immediately prior to this offering, the holders of approximately                        shares of common stock and the holder of a warrant to purchase                        shares of common stock will have the right to require us to include their shares in any registration statement filed with the SEC subsequent to this one. Under the Registration Rights Agreements, holders of shares having registration rights can demand that we file a registration statement or request that their shares be covered by a registration statement that we are otherwise filing. The terms of the Registration Rights Agreements we have entered into with the holders of each series of our preferred stock are substantially similar (other than with respect to Series B Preferred Stockholders who do not hold demand registration rights) and are described in further detail below.

        Demand Registration Rights.    At any time after the 180th day following the effective date of our registration statement for this offering, the holders of (i) at least a majority of the Series C Preferred Stock having registration rights and (ii) at least 66²/3% of the Series A Preferred Stock having registration rights have the right to demand that we file a registration statement for the offer and sale of their securities if the aggregate market price of the shares to be registered is at least $5.0 million with respect to the Series C preferred shares or $12.5 million with respect to the Series A preferred shares at the time of the demand. We are required to inform the other stockholders of that series that a demand has been made and the other holders are entitled to include their shares in that demand registration. With respect to Series C preferred shares having registration rights, we are not obligated to file a registration statement on Form S-1 on more than one occasion so long as, when that registration statement becomes effective, it covers not less than 66% of the holders demanding registration and with respect to Series A preferred shares having registration rights, we are only required to file one registration statement on Form S-1. If we are eligible to file a registration statement on Form S-3, the holders of 20% of the Series C preferred shares having registration rights and the holders of 25% of the Series A preferred shares having registration rights have the right to demand that we file a registration statement on Form S-3 so long as the aggregate amount of securities to be sold under the registration statement is at least $3.0 million. With respect to Series C preferred

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shares having registration rights, we are not obligated to file a registration statement on Form S-3 on more than two occasions and with respect to each series we are generally not obligated to file a registration statement on Form S-3 more than once in any twelve month period. In each case, we have the ability to delay the filing of a registration statement under specified conditions, such as for a period of time following the effective date of a prior registration statement or if we are in possession of material nonpublic information that it would not be in our best interests to disclose.

        Piggyback Registration Rights.    If we register any securities for public sale (subject to customary exceptions), stockholders with registration rights will have the right to include their shares in the registration statement. The underwriters of any underwritten offering will have the right to limit the number of shares having registration rights to be included in the registration statement.

        Expenses of Registration.    Except as provided in the Registration Rights Agreements, we will pay all expenses relating to any demand or piggyback registration other than underwriting discounts and commissions, stock transfer taxes and attorneys' fees of the selling stockholders (except for attorneys' fees of a single counsel for the Series C Preferred Stock selling stockholders up to $50,000).

        Indemnification.    The Registration Rights Agreements contain customary cross-indemnification provisions, pursuant to which we are obligated to indemnify the selling stockholders in the event of material misstatements or omissions attributable to us in a registration statement, and they are obligated to indemnify us for material misstatements or omissions attributable to them. The indemnification obligations of Series A Preferred Stock or Series B Preferred Stock selling stockholders are limited in amount to the gross cash proceeds received by such selling stockholders for the shares sold by them in the related offering and the indemnification obligations of Series C Preferred Stock selling stockholders are limited in amount to the net cash proceeds, if any, received by such selling stockholder for the shares sold by it in the related offering.

        Transfer and Expiration of Registration Rights.    Stockholders may transfer their registration rights in connection with the transfer of their shares if specified requirements are satisfied. The registration rights described above will generally terminate with respect to a particular stockholder's securities upon the earlier to occur of (i) the close of business on the third anniversary of the consummation of this offering (fifth anniversary with respect to Series C Preferred Stock selling stockholders) and (ii) the date that the securities (x) have been transferred pursuant to an effective registration statement or (y) have been sold under Rule 144 of the Securities Act or can be freely sold under Rule 144(k) under the Securities Act and after such sale can be resold by the transferee without registration under the Securities Act.

Warrant

        In June 2000, GFInet, one of our subsidiaries, issued to Newnetco LLC a warrant to purchase 1.0 million shares of our common stock at an exercise price of $1.00 per share. The warrant was issued as compensation for consulting services provided by Newnetco LLC relating to our efforts to develop our technology. This warrant became exercisable on May 17, 2002 and expires on June 15, 2005 if not exercised before that date. The holder of this warrant has the right (subject to customary exceptions) to include its shares in a registration statement filed by us with the SEC other than in connection with this offering.

Transfer Agent and Registrar

        The Transfer Agent and Registrar for our common stock is EquiServe.

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Provisions of our Certificate of Incorporation and Bylaws and Certain Regulatory Requirements That May Have an Anti-Takeover Effect

        Our second amended and restated certificate of incorporation and bylaws will contain certain provisions that are intended to enhance the likelihood of continuity and stability in the composition of our board of directors and the policies formulated by our board of directors. These provisions are also expected to discourage certain types of coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of us to first negotiate with us. These provisions, as well as certain provisions of contracts to which we are a party, may discourage or hinder attempts to acquire us or remove incumbent directors or management even if some, or a majority, of our stockholders believe that such action is in their best interest.

        Certificate of Incorporation and Bylaws.    The provisions in our second amended and restated certificate of incorporation and bylaws with the intent described above include:

•

Classified board of directors.  Our board of directors will be divided into three classes of directors serving staggered three-year terms, with approximately one-third of the board of directors being elected each year, starting in the year following closing of this offering. Our second amended and restated certificate of incorporation provides that the board of directors will consist of not more than nine nor less than five directors and our bylaws provide that the exact number of directors within such range will be fixed from time to time by the board of directors. This system of electing and (as described below) removing directors may tend to discourage a third party from making a tender offer or otherwise attempting to obtain control of us and may maintain the incumbency of our board of directors, as it generally makes it more difficult for stockholders to replace a majority of the directors.



•

Vacancies Filled by the Board.  Vacancies on our board of directors may be filled by a majority of the remaining directors (even if they constitute less than a quorum), or by a sole remaining director.



•

Removal of Directors.  Our directors may be removed only for cause.



•

Stockholder Meetings.  Only our board of directors, the chairman of our board of directors or our chief executive officer may call special meetings of stockholders. Stockholders cannot call special meetings of stockholders.



•

No Action by Written Consent.  Stockholders may take action only at an annual or special meeting of stockholders. Stockholders may not act by written consent.



•

Requirements for Advance Notification of Stockholder Proposals and Director Nominations.  Stockholders must comply with advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors. In general, these provisions will provide that notice of intent to nominate a director or raise matters at such meetings must be received in writing by us not less than 90 nor more than 120 days prior to the anniversary of the date of the proxy statement for the previous year's annual meeting of stockholders, and must contain certain information concerning the person to be nominated or the matters to be brought before the meeting and concerning the stockholder submitting the proposal.



•

No Cumulative Voting.  There is no cumulative voting in the election of directors.



•

Supermajority Stockholder Vote for Extraordinary Transactions and Amendments.  Certain extraordinary transactions, such as mergers and change of control transactions for which a stockholder vote is otherwise required and certain amendments to our second amended and restated certificate of incorporation and bylaws (including in respect of the provisions set forth above), will require the approval of 66²/3% of the votes cast in such vote, and at least a majority

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of our issued and outstanding shares entitled to vote in the election of directors. Our bylaws may also be amended by resolution of a majority of our entire board of directors.

•

"Blank Check" Preferred Stock.  We will be authorized to issue, without any further vote or action by the stockholders, up to            shares of preferred stock in one or more classes or series and, with respect to each such class or series, to fix the number of shares constituting the class or series and the designation of the class or series, the voting powers (if any) of the shares of the class or series, and the preferences and relative, participating, optional and other special rights, if any, and any qualifications, limitations or restrictions, of the shares of such class or series.

        Contracts.    Under our credit agreement, a change of control may lead the lenders to exercise remedies, such as acceleration of the loan and termination of their obligations to fund additional advances under the revolving credit portion of that facility.

        Delaware Takeover Statute.    We have elected to be exempt from the restrictions imposed under Section 203 of the Delaware General Corporation Law, which we refer to as the DGCL. Section 203 provides that, subject to certain exceptions specified therein, a Delaware corporation will not engage in any business combination, which generally includes mergers, consolidations or acquisitions of additional shares of the corporation, with an interested stockholder for a three-year period following the date that such stockholder becomes an interested stockholder with certain exceptions, unless the corporation's board of directors and stockholders approve the business combination in a prescribed manner. In general, Section 203 defines an "interested stockholder" as any entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated with or controlling or controlled by such entity or person. Following this offering, subject to certain restrictions, we may elect by an amendment to our certificate of incorporation to be subject to Section 203 of the DGCL. However, such an amendment will not restrict a business combination between us and an interested stockholder if that stockholder became an interested stockholder prior to the effective date of that amendment.

        Regulatory Approval.    We are also required to obtain the approval of certain regulatory agencies, such as the NASD and FSA, for certain transactions that could result in a change of control. See "Our Business — Regulation."

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DESCRIPTION OF CERTAIN INDEBTEDNESS

        The following is a summary of the material provisions of the instruments evidencing our material indebtedness. It does not include all of the provisions of our material indebtedness, copies of which have been filed as exhibits to our registration statement filed in connection with this offering.

Jersey Partners Note

        On October 1, 2001, in connection with our Reorganization, GFI Group LLC borrowed $20.0 million from Jersey Partners under a senior subordinated loan agreement. $10.75 million of the principal amount of this loan was repaid in June of 2002 and the remaining $9.25 million in principal amount of this loan is currently outstanding and scheduled to be repaid in five annual installments of $1.85 million each plus interest, commencing on June 15, 2007 and continuing through 2011. We intend to use a portion of the net proceeds of this offering received by us to repay the remaining outstanding principal of $9.25 million and accrued interest on this loan in full following the closing of this offering. As of June 30, 2004, the outstanding accrued and unpaid interest on this loan was $0.3 million.

        The note bears interest at a rate per annum equal to the lesser of (a) LIBOR plus the applicable margin in effect for that interest period, or (b) 7.5%. The applicable margin was 5.0% at June 30, 2004 and is capped at that amount for the remaining term of the loan. If an event of default has occurred under this loan agreement, the interest rate automatically increases to a rate per annum which is two percentage points in excess of the interest rate that would otherwise then be applicable.

        This note is guaranteed by the material subsidiaries of GFI Group LLC, and is secured by, among other things, liens on and security interests in substantially all of the assets of GFI Group LLC and its material subsidiaries. However, this note is, by its terms, subordinated in right of payment to our senior indebtedness, including the indebtedness described below under our credit agreement. See "Certain Relationships and Related Transactions — Loans from Jersey Partners."

        We are in compliance with all of our obligations under this loan agreement.

Credit Agreement

        In August 2004, we entered into a loan agreement with Bank of America N.A., Brown Brothers Harriman & Co., Barclays Bank Plc and The Royal Bank of Scotland Plc, which we refer to as our credit agreement. Our credit agreement replaced our old credit agreement with Barclays Bank plc, Brown Brothers Harriman & Co. and Bank of America N.A. referred to herein and in our consolidated financial statements. GFI Group Inc. and GFI Holdings Limited are permitted borrowers under the agreement and certain of our non-regulated subsidiaries are guarantors under the agreement. The credit agreement provides for a revolving cash facility in a principal amount of $80.0 million (which can be increased up to $100.0 million with the consent of the lenders during the term of the agreement) including a letter of credit facility that has a sub-limit of $30.0 million. As of June 30, 2004, we had outstanding revolving credit facility borrowings of $20.5 million, outstanding term portion borrowings of $20.0 million and guarantees of $7.0 million under the old credit facility. As of August 31, 2004, we had outstanding revolving credit facility borrowings of $41.5 million and letters of credit of $6.5 million.

        Revolving loans may be either base rate loans or currency rate loans. Both the currency rate loans and the letters of credit under the credit agreement bear interest at a rate per annum equal to LIBOR plus the applicable margin in effect for that interest period. Base rate loans bear interest at a rate per annum equal to the base rate under the credit agreement plus the applicable margin. So long as no default has occurred under the credit agreement, the applicable margin for both base rate and currency rate loans is based on a matrix that varies with our consolidated leverage ratio. Currently, the applicable margin is 1.75% for currency rate loans and .50% for base rate loans. The credit agreement

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contains several covenants, including, among others, limitations (and in some cases, prohibitions) which, directly or indirectly, restrict our ability to:

•

merge, acquire or dispose of assets;



•

incur liens, indebtedness or contingent obligations;



•

make investments;



•

engage in certain transactions with affiliates and insiders;



•

enter into sale and leaseback transactions;



•

pay dividends and other distributions; and



•

enter into new lines of businesses that are substantially different from our current lines of business.

        The credit agreement also contains a number of financial covenants which require us to maintain, among other things, certain levels of consolidated capital and EBITDA ratios with respect to our consolidated leaverage and consolidated fixed charges.

        We are in compliance with all of our obligations under the credit agreement.

        The credit agreement contains several events of default, including events of default for non-payment, certain bankruptcy events, covenant or representation breaches, and certain changes in control.

        Our obligations as a borrower under the credit agreement are guaranteed by our domestic non-regulated subsidiary guarantors. The obligations of GFI Holdings Limited as a borrower under the credit agreement are guaranteed by us and our domestic and foreign non-regulated subsidiary guarantors. As collateral for our obligations under the credit agreement, we have pledged substantially all of our assets, including, subject to certain limitations, pledges of capital stock in our subsidiaries. As collateral for each of their respective obligations under the credit agreement, each of GFI Holdings Limited and our domestic and foreign subsidiary guarantors has pledged substantially all of its assets, including, subject to certain limitations, pledges of capital stock in its subsidiaries.

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SHARES ELIGIBLE FOR FUTURE SALE

        Prior to this offering, there has been no market for our common stock, and a liquid trading market for our common stock may not develop or be sustained after this offering. Future sales of substantial amounts of our common stock, including shares issued upon exercise of outstanding options and warrants or in the public market after this offering, or the anticipation of those sales, could adversely affect the price of our common stock from time to time and could impair our ability to raise capital through sales of our equity securities.

        Based on shares outstanding as of June 30, 2004, and including options exercised since that date, upon the completion of this offering, we will have outstanding             shares of common stock, after giving effect to the issuance of            shares of common stock in this offering and the automatic conversion of all outstanding shares of our convertible preferred stock into an aggregate of                        shares of our common stock.

        Of the shares to be outstanding after the completion of this offering, the            shares sold in this offering will be freely tradable without restriction under the Securities Act unless purchased by our "affiliates," as that term is defined in Rule 144 under the Securities Act. The remaining            shares of common stock are "restricted securities" under Rule 144. Substantially all of these restricted securities will be subject to the 180-day lock-up period described below.

Number of Shares	Date
	On the date of this prospectus
	At 180 days from the date of this prospectus
	At various times after 180 days from the date of this prospectus

        After the 180-day lock-up period, these restricted securities may be sold in the public market only if registered or if they qualify for an exemption from registration under Rule 144, Rule 144(k) or Rule 701 under the Securities Act.

Rule 144

        In general, under Rule 144 as currently in effect, beginning 90 days after the date of this prospectus a person who has beneficially owned shares of our common stock for at least one year would be entitled to sell within any three-month period a number of shares that does not exceed the greater of:

•

1% of the number of shares of our common stock then outstanding, which will equal approximately                        shares immediately after this offering; or



•

the average weekly trading volume of our common stock on the Nasdaq National Market during the four calendar weeks preceding the filing of a notice on Form 144 with respect to that sale.

        Sales under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information about us. Under Rule 144(k), generally, a person who was not an affiliate at any time during the three months preceding a sale, and who has beneficially owned the shares proposed to be sold for at least two years, is entitled to sell those shares without complying with the manner of sale, public information, volume limitation or notice provisions of Rule 144. We cannot estimate the number of shares of common stock that our existing stockholders will elect to sell under Rule 144.

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Lock-Up Agreements

        We, our directors and executive officers, the selling stockholders and holders of substantially all of our capital stock have agreed that, without the prior written consent of Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, they will not, during the period ending 180 days after the date of this prospectus, subject to exceptions specified in the lock-up agreements, dispose of or hedge any shares of our common stock or any securities convertible into or exchangeable for our common stock. Our Stockholders Agreement and the agreements pursuant to which our options and our warrant were granted contain similar restrictions for our benefit.

Rule 701

        In general, under Rule 701 of the Securities Act as currently in effect, any of our employees, directors or consultants who purchased shares of our common stock from us in connection with our stock option plans before the effective date of the registration statement of which this prospectus is a part, or who hold stock options as of that date, may rely on the resale provisions of Rule 701. Under Rule 701, these persons who are not our affiliates may generally sell their eligible securities, commencing 90 days after the effective date of the registration statement in reliance on Rule 144, but without compliance with some of the restrictions, including the holding period and volume limitations contained in Rule 144. Rule 152 under the Securities Act provides a safe harbor for transactions not involving any public offering even if the issuer subsequently files a registration statement. Also, Rule 701 states that offers and sales exempt under Rule 701 are deemed to be part of a single, discrete offering and are not subject to integration with other offers or sales (whether registered or not). We therefore believe that the issuance of common stock upon the exercise of options by our employees, directors or consultants should not be integrated with the issuance of common stock in this offering.

        Subject to the 180-day lock-up period described above, holders of vested options exercisable for approximately            shares of our common stock will be eligible to sell their shares in accordance with Rule 701.

Additional Registration Statement

        We intend to file a registration statement under the Securities Act as soon as practicable after the closing of this offering to register                         shares of our common stock reserved for issuance under our 2000 Stock Option Plan and 2002 Stock Option Plan, including shares underlying outstanding stock options. This registration statement will become effective upon filing, and shares covered by that registration statement will be eligible for sale in the public market immediately after the effective date of that registration statement, subject to manner of sale, public information, volume limitation and notice provisions of Rule 144 applicable to our affiliates, and any limitations on sale under the applicable Stock Option Plan and the lock-up agreements described above.

Registration Rights

        In general, upon completion of this offering and until such holders may sell all of their shares under Rule 144(k) promulgated under the Securities Act, the holders of            shares of our common stock, can require us, 180 days after the date of the effectiveness of the registration statement of which this prospectus is a part, to register their shares under the Securities Act or, if we file another registration statement under the Securities Act, may elect to include their shares in such registration. If these shares are registered, they will be freely tradable without restriction under the Securities Act. For additional information see "Description of Capital Stock — Registration Rights."

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MATERIAL UNITED STATES FEDERAL INCOME AND ESTATE TAX CONSIDERATIONS
FOR NON-U.S. HOLDERS

        The following is a general discussion of the material United States federal income and estate tax consequences of the ownership and disposition of our common stock by a non-U.S. holder that purchases shares pursuant to this offer. As used in this discussion, the term non-U.S. holder means a beneficial owner of our common stock that is not, for U.S. federal income tax purposes:

•

an individual who is a citizen or resident of the United States;



•

a corporation or partnership (including any entity treated as a corporation or partnership for U.S. federal income tax purposes) created or organized in or under the laws of the United States or any State thereof or the District of Columbia, other than a partnership treated as foreign under U.S. Treasury regulations;



•

an estate whose income is includible in gross income for U.S. federal income tax purposes regardless of its source; or



•

a trust (1) if a U.S. court is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have authority to control all substantial decisions of the trust, or (2) that has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person.

        This discussion does not consider:

•

U.S. federal gift tax consequences, U.S. state or local or non-U.S. tax consequences;



•

specific facts and circumstances that may be relevant to a particular non-U.S. holder's tax position, including, if the non-U.S. holder is a partnership or trust that the U.S. tax consequences of holding and disposing of our common stock may be affected by certain determinations made at the partner or beneficiary level;



•

the tax consequences for the stockholders, partners or beneficiaries of a non-U.S. holder;



•

special tax rules that may apply to particular non-U.S. holders, such as financial institutions, insurance companies, tax-exempt organizations, hybrid entities, U.S. expatriates, broker-dealers, and traders in securities; or



•

special tax rules that may apply to a non-U.S. holder that holds our common stock as part of a straddle, hedge, conversion transaction, synthetic security or other integrated investment.

        The following discussion is based on provisions of the Internal Revenue Code of 1986, as amended (the "Code"), applicable U.S. Treasury regulations and administrative and judicial interpretations, all as in effect on the date of this prospectus, and all of which are subject to change, retroactively or prospectively. The following summary assumes that a non-U.S. holder holds our common stock as a "capital asset" within the meaning of section 1221 of the Code (generally, property held for investment). Each non-U.S. holder should consult a tax advisor regarding the U.S. federal, state, local and non-U.S. income and other tax consequences of acquiring, holding and disposing of shares of our common stock.

Dividends

        We do not plan to pay any dividends on our common stock for the foreseeable future. However, in the event that we pay dividends on our common stock, we will have to withhold a U.S. federal withholding tax at a rate of 30%, or a lower rate under an applicable income tax treaty, from the gross amount of dividends paid to a non-U.S. holder.

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        Dividends that are effectively connected with a non-U.S. holder's conduct of a trade or business in the United States or, if an income tax treaty applies, attributable to a permanent establishment in the United States ("ECI"), are taxed on a net income basis at the regular graduated rates and in the manner applicable to U.S. persons. In that case, we will not have to withhold U.S. federal withholding tax if the non-U.S. holder complies with applicable certification and disclosure requirements. In addition to the U.S. tax on ECI, in the case of a holder that is a foreign corporation and has ECI, a branch profits tax may be imposed at a 30% rate, or a lower rate under an applicable income tax treaty, on the dividend equivalent amount.

        In order to claim the benefit of an income tax treaty or claim exemption from withholding because the income is effectively connected with the conduct of a trade or business in the United States, the non-U.S. holder must provide a properly executed Form W-8BEN, for treaty benefits, or W-8ECI, for effectively connected income, prior to the payment of dividends. These forms must be periodically updated. Non-U.S. holders should consult their tax advisors regarding their entitlement to benefits under a relevant income tax treaty and their ability to claim exemption from withholding because the income is effectively connected with the conduct of a trade or business in the United States, and related certification requirements.

        A non-U.S. holder that is eligible for a reduced rate of U.S. federal withholding tax under an income tax treaty may obtain a refund or credit of any excess amounts withheld by filing an appropriate claim for a refund with the U.S. Internal Revenue Service ("IRS") in a timely manner.

Gain on Disposition of Common Stock

        A non-U.S. holder generally will not be taxed on gain recognized on a disposition of our common stock unless:

•

the gain is effectively connected with a non-U.S. holder's conduct of a trade or business in the United States or, alternatively, if an income tax treaty applies, is attributable to a permanent establishment maintained by the non-U.S. holder in the United States; in these cases, the gain will be taxed on a net income basis at the regular graduated rates and in the manner applicable to U.S. persons, unless an applicable treaty provides otherwise, and, if the non-U.S. holder is a foreign corporation, the branch profits tax described above may also apply;



•

the non-U.S. holder is an individual who holds our common stock as a capital asset, is present in the United States for 183 days or more in the taxable year of the disposition and meets other requirements; in this case, the non-U.S. holder will be subject to a 30% tax on the gain derived from the disposition; or



•

we are or have been a United States real property holding corporation, or "USRPHC," for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the period that the non-U.S. holder held our common stock; in this case, the non-U.S. holder may be subject to U.S. federal income tax on its net gain derived from the disposition of our common stock at regular graduated rates. Generally, a corporation is a USRPHC if the fair market value of its U.S. real property interests equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests plus its other assets used or held for use in a trade or business. If we are, or were to become, a USRPHC, gain realized upon disposition of our common stock by a non-U.S. holder that did not directly or indirectly own more than 5% of our common stock during the shorter of the five-year period ending on the date of disposition or the period that the non-U.S. holder held our common stock generally would not be subject to U.S. federal income tax, provided that our common stock is "regularly traded on an established securities market" within the meaning of Section 897(c)(3) of the Code. We believe that we are not currently, and we do not anticipate becoming in the future, a USRPHC.

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Federal Estate Tax

        Common stock owned or treated as owned by an individual who is a non-U.S. holder at the time of death, unless an applicable estate tax or other treaty provides otherwise, will be included in the individual's gross estate for U.S. federal estate tax purposes, and therefore may be subject to U.S. federal estate tax.

Information Reporting and Backup Withholding Tax

        We must report annually to the IRS and to each non-U.S. holder the amount of dividends paid to that holder and the tax withheld from those dividends. These reporting requirements apply regardless of whether withholding was reduced or eliminated by an applicable income tax treaty. Copies of the information returns reporting those dividends and withholding may also be made available to the tax authorities in the country in which the non-U.S. holder is a resident under the provisions of an applicable income tax treaty or agreement.

        Under some circumstances, U.S. Treasury regulations require additional information reporting and backup withholding (currently at a rate of 28%) on some payments on our common stock. The gross amount of dividends paid to a non-U.S. holder that fails to certify its non-U.S. holder status in accordance with applicable U.S. Treasury regulations generally will be reduced by backup withholding at the applicable rate.

        The payment of the proceeds of the disposition of our common stock by a non-U.S. holder to or through the U.S. office of any broker generally will be reported to the IRS and reduced by backup withholding unless the non-U.S. holder either certifies its status as a non-U.S. holder under penalties of perjury or otherwise establishes an exemption. The payment of the proceeds of the disposition of our common stock by a non-U.S. holder to or through a non-U.S. office of a non-U.S. broker generally will not be reduced by backup withholding or reported to the IRS unless the non-U.S. broker has certain enumerated connections with the United States. In general, the payment of proceeds from the disposition of our common stock by or through a non-U.S. office of a broker that is a U.S. person or that has certain enumerated connections with the United States will be reported to the IRS and may, in limited circumstances, be reduced by backup withholding, unless the broker receives a statement from the non-U.S. holder, signed under penalty of perjury, certifying its non-U.S. status or the broker has documentary evidence in its files that the holder is a non-U.S. holder.

        Non-U.S. holders should consult their own tax advisors regarding the application of the information reporting and backup withholding rules to them.

        Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules from a payment to a non-U.S. holder will be refunded, or credited against the holder's U.S. federal income tax liability, if any, provided that the required information or appropriate claim for refund is furnished to the IRS in a timely manner.

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UNDERWRITING

        Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated are acting as joint book-running managers of the offering, and, together with Banc of America Securities LLC, J.P. Morgan Securities Inc. and Jefferies & Company, Inc. are acting as representatives of the underwriters named below. Subject to the terms and conditions stated in the underwriting agreement dated the date of this prospectus, each underwriter named below has agreed to purchase, and we and the selling stockholders have agreed to sell to that underwriter, the number of shares set forth opposite the underwriter's name.

Underwriters	Number of Shares
Citigroup Global Markets Inc.
Merrill Lynch, Pierce, Fenner & Smith                       Incorporated
Banc of America Securities LLC
J.P. Morgan Securities Inc.
Jefferies & Company, Inc.
Total

        The underwriting agreement provides that the obligations of the underwriters to purchase the shares included in this offering are subject to approval of legal matters by counsel and to other conditions. The underwriters are obligated to purchase all the shares (other than those covered by the over-allotment option described below) if they purchase any of the shares.

        The underwriters propose to offer some of the shares directly to the public at the public offering price set forth on the cover page of this prospectus and some of the shares to dealers at the public offering price less a concession not to exceed $                  per share. The underwriters may allow, and dealers may reallow, a concession not to exceed $                  per share on sales to other dealers. If all of the shares are not sold at the initial offering price, the representatives may change the public offering price and the other selling terms. The representatives have advised us and the selling stockholders that the underwriters do not intend sales to discretionary accounts to exceed five percent of the total number of shares of our common stock offered by them.

        We have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to                        additional shares of common stock at the public offering price less the underwriting discount. The underwriters may exercise the option solely for the purpose of covering over-allotments, if any, in connection with this offering. To the extent the option is exercised, each underwriter must purchase a number of additional shares approximately proportionate to that underwriter's initial purchase commitment.

        We, our officers and directors, the selling stockholders and holders of substantially all of our capital stock have agreed that, for a period of 180 days from the date of this prospectus, we and they will not, without the prior written consent of Citigroup and Merrill Lynch, dispose of or hedge any shares of our common stock or any securities convertible into or exchangeable for our common stock. Citigroup and Merrill Lynch, together, in their sole discretion may release any of the securities subject to these lock-up agreements at any time without notice.

        Each underwriter has represented, warranted and agreed that:

•

it has not offered or sold and, prior to the expiry of a period of six months from the closing date, will not offer or sell any shares included in this offering to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or

99

disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995;

•

it has only communicated and caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act of 2000, which we refer to as the FSMA, received by it in connection with the issue or sale of any shares included in this offering in circumstances in which section 21(1) of the FSMA does not apply to us;



•

it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the shares included in this offering in, from or otherwise involving the United Kingdom;



•

the offer in The Netherlands of the shares included in this offering is exclusively limited to persons who trade or invest in securities in the conduct of a profession or business (which include banks, stockbrokers, insurance companies, pension funds, other institutional investors and finance companies and treasury departments of large enterprises);



•

(1) it has not offered or sold and will not offer or sell our common stock in Hong Kong SAR by means of this prospectus or any other document, other than to persons whose ordinary business involves buying or selling shares or debentures, whether as principal or agent or in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32 of the Laws of Hong Kong SAR), and (2) unless it is a person who is permitted to do so under the securities laws of Hong Kong SAR, it has not issued or held for the purpose of issue in Hong Kong and will not issue or hold for the purpose of issue in Hong Kong SAR this prospectus, any other offering material or any advertisement, invitation or document relating to the common stock, otherwise than with respect to common stock intended to be disposed of to persons outside Hong Kong SAR or only to persons whose business involves the acquisition, disposal, or holding of securities, whether as principal or as agent;



•

the shares offered in this prospectus have not been registered under the Securities and Exchange Law of Japan, and it has not offered or sold and will not offer or sell, directly or indirectly, the common stock in Japan or to or for the account of any resident of Japan, except (1) pursuant to an exemption from the registration requirements of the Securities and Exchange Law and (2) in compliance with any other applicable requirements of Japanese law; and



•

this prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the common stock, may not be circulated or distributed, nor may the common stock be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to the public or any member of the public in Singapore other than (1) to an institutional investor or other person specified in Section 274 of the Securities and Futures Act, 15 Chapter 289 of Singapore, which we refer to as the SFA, (2) to a sophisticated investor, and in accordance with the conditions, specified in Section 275 of the SFA or (3) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

        Prior to this offering, there has been no public market for our common stock. Consequently, the initial public offering price for the shares was determined by negotiations among us, the selling stockholders and the representatives. Among the factors considered in determining the initial public offering price were our record of operations, our current financial condition, our future prospects, our markets, the economic conditions in and future prospects for the industry in which we compete, our management, and currently prevailing general conditions in the equity securities markets, including

100

current market valuations of publicly traded companies considered comparable to our company. We cannot assure you, however, that the prices at which the shares will sell in the public market after this offering will not be lower than the initial public offering price or that an active trading market in our common stock will develop and continue after this offering.

        We have applied to have our common stock included for quotation on the Nasdaq National Market under the symbol "GFIG".

        The following table shows the underwriting discounts and commissions that we and the selling stockholders are to pay to the underwriters in connection with this offering. These amounts are shown assuming both no exercise and full exercise of the underwriters' option to purchase additional shares of common stock.

	Paid by GFI		Paid by Selling Stockholders
	No Exercise	Full Exercise	No Exercise	Full Exercise
Per Share	$	$	$	$
Total	$	$	$	$

        In connection with the offering, Merrill Lynch, as stabilizing agent, on behalf of the underwriters, may purchase and sell shares of common stock in the open market. These transactions may include short sales, syndicate covering transactions and stabilizing transactions. Short sales involve syndicate sales of common stock in excess of the number of shares to be purchased by the underwriters in the offering, which creates a syndicate short position. "Covered" short sales are sales of shares made in an amount up to the number of shares represented by the underwriters' over-allotment option. In determining the source of shares to close out the covered syndicate short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the overallotment option. Transactions to close out the covered syndicate short involve either purchases of the common stock in the open market after the distribution has been completed or the exercise of the over-allotment option. The underwriters may also make "naked" short sales of shares in excess of the over-allotment option. The underwriters must close out any naked short position by purchasing shares of common stock in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of bids for or purchases of shares in the open market while the offering is in progress.

        The underwriters also may impose a penalty bid. Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when Merrill Lynch repurchases shares originally sold by that syndicate member in order to cover syndicate short positions or make stabilizing purchases.

        Any of these activities may have the effect of preventing or retarding a decline in the market price of the common stock. They may also cause the price of the common stock to be higher than the price that would otherwise exist in the open market in the absence of these transactions. The underwriters may conduct these transactions on the Nasdaq National Market or in the over-the-counter market, or otherwise. If the underwriters commence any of these transactions, they may discontinue them at any time.

        We and the selling stockholders estimate that our respective portions of the total expenses of this offering will be $                      and $                  .

        Some of the underwriters have performed investment banking and advisory services for us from time to time for which they have received customary fees and expenses. The underwriters may, from time to time, engage in transactions with and perform services for us in the ordinary course of their business. Banc of America N.A., an affiliate of Banc of America Securities LLC, is the agent and a

101

lender under our credit agreement. In addition, many of our underwriters or their affiliates are also our brokerage clients.

        A prospectus in electronic format may be made available on the websites maintained by one or more of the underwriters. The representatives may agree to allocate a number of shares to underwriters for sale to their online brokerage account holders. The representatives will allocate shares to underwriters that may make internet distributions on the same basis as other allocations. In addition, shares may be sold by the underwriters to securities dealers who resell shares to online brokerage account holders.

        We and the selling stockholders have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, or to contribute to payments the underwriters may be required to make because of any of those liabilities.

LEGAL MATTERS

        Milbank, Tweed, Hadley & McCloy LLP, New York, New York, will pass upon the validity of the issuance of the common stock offered hereby. Dewey Ballantine LLP, New York, New York, is counsel for the underwriters in connection with this offering.

EXPERTS

        Our consolidated financial statements as of December 31, 2002 and 2003, and for each of the three years in the period ended December 31, 2003, included in this prospectus and the related financial statement schedule included elsewhere in the registration statement have been audited by Deloitte & Touche LLP, independent registered public accounting firm, as stated in their reports (which reports express an unqualified opinion and include an explanatory paragraph relating to the restatement described in Note 27 of the consolidated financial statements) appearing herein and elsewhere in the registration statement, and have been so included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

WHERE TO FIND MORE INFORMATION

        We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the issuance of shares of our common stock being offered by this prospectus. This prospectus, which forms a part of the registration statement, does not contain all of the information set forth in the registration statement. For further information with respect to us and the shares of our common stock, reference is made to the registration statement. We are not currently subject to the informational requirements of the Securities Exchange Act of 1934. As a result of the offering of the shares of our common stock, we will become subject to the informational requirements of the Exchange Act, and, in accordance therewith, will file quarterly and annual reports and other information with the SEC. The registration statement, such reports and other information can be inspected and copied at the Public Reference Room of the SEC located at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington D.C. 20549. Copies of such materials, including copies of all or any portion of the registration statement, can be obtained from the Public Reference Room of the SEC at prescribed rates. You can call the SEC at 1-800-SEC-0330 to obtain information on the operation of the Public Reference Room. Such materials may also be accessed electronically by means of the SEC's home page on the internet (http://www.sec.gov).

102

INDEX TO FINANCIAL STATEMENTS

	Page
GFI GROUP INC.
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Statements of Financial Condition as of December 31, 2002 and 2003 and June 30, 2004 (unaudited)	F-3
Consolidated Statements of Operations for the years ended December 31, 2001, 2002 (Restated) and 2003 (Restated) and for the six-month periods ended June 30, 2003 (unaudited) and 2004 (unaudited)	F-4
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2001, 2002 and 2003 and for the six-month periods ended June 30, 2003 (unaudited) and 2004 (unaudited)	F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2001, 2002 and 2003 and for the six-month periods ended June 30, 2003 (unaudited) and 2004 (unaudited)	F-6
Consolidated Statements of Stockholders' Equity for the years ended December 31, 2001, 2002 and 2003 and for the six-month period ended June 30, 2004 (unaudited)	F-7
Notes to Consolidated Financial Statements	F-8

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of
GFI Group Inc.

        We have audited the accompanying consolidated statements of financial condition of GFI Group Inc. and subsidiaries (the "Company") as of December 31, 2002 and 2003, and the related consolidated statements of operations, comprehensive income (loss), cash flows and changes in stockholders' equity for each of the three years in the period ended December 31, 2003. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2002 and 2003, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America.

        As discussed in Note 27, the basic earnings per share presented in the consolidated statements of operations for the years ended December 31, 2002 and 2003 have been restated to properly reflect the effect on basic earnings per share of participating convertible securities.

/s/ Deloitte & Touche LLP

New York, New York
June 15, 2004 (September 15, 2004 as to Notes 13, 27 and 28)

F-2

GFI GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(In thousands, except share and per share amounts)

			December 31,
									June 30, 2004
			2002			2003
									(Unaudited)
ASSETS
	Cash and cash equivalents		$	63,707		$	87,299		$	75,307
	Deposits with clearing organizations			7,100			7,945			9,325
	Accrued commissions receivable, net of allowance for doubtful accounts			28,231			27,952			42,983
	Receivables from brokers, dealers and clearing organizations			118,549			192,679			492,194
	Property, equipment and leasehold improvements, net			31,792			30,077			28,236
	Software inventory, net			1,036			2,536			4,073
	Goodwill			11,284			11,482			11,482
	Intangible assets, net			3,055			2,248			1,843
	Other assets			12,002			12,591			18,343
TOTAL ASSETS			$	276,756		$	374,809		$	683,786
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY
LIABILITIES:
	Accrued compensation		$	45,687		$	42,576		$	55,626
	Accounts payable and accrued expenses			20,272			22,267			20,072
	Payables to brokers, dealers and clearing organizations			100,143			177,690			462,234
	Notes payable, net			28,105			38,747			40,340
	Loan notes payable			16,861			9,250			9,250
	Income taxes payable			4,615			6,266			6,310
	Other liabilities			7,888			10,192			10,131
		Total liabilities		223,571			306,988			603,963
Commitments and contingencies				—			—			—
Series C redeemable convertible preferred stock, $0.01 par value; 35,373,704 shares authorized and outstanding (liquidation value of $35.6, $38.4 and $39.2 (unaudited) million, respectively)				30,043			30,043			30,043
STOCKHOLDERS' EQUITY:
	Convertible preferred stock (liquidation value of $29.6 million)			29,069			29,069			29,069
	Class A common stock, $0.01 par value; 100,000,000 authorized; 55,991,541 outstanding			560			560			560
	Class B common stock, $0.01 par value; 300,000,000 authorized; 96,480,312 outstanding			965			965			965
	Additional paid in capital			33,559			33,603			33,653
	Retained earnings (accumulated deficit)			(40,900	)		(26,436	)		(14,543	)
	Accumulated other comprehensive income (loss)			(111	)		17			76
		Total stockholders' equity		23,142			37,778			49,780
TOTAL LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY			$	276,756		$	374,809		$	683,786

See notes to consolidated financial statements.

F-3

GFI GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share amounts)

			Year Ended December 31,							(Unaudited) Six Months Ended June 30,
			2001			2002		2003		2003			2004
						(As restated, see Note 27)
REVENUES:
	Commissions		$	212,162		$	259,851	$	250,157	$	128,551		$	169,703
	Analytics and market data			6,077			9,615		13,143		6,882			8,685
	Interest income			1,543			1,401		1,167		600			446
	Other income (loss)			576			4,353		1,377		(707	)		1,309
		Total revenues		220,358			275,220		265,844		135,326			180,143
EXPENSES:
	Compensation and employee benefits			142,574			174,011		166,276		86,794			113,561
	Communications and quotes			12,391			15,944		16,512		8,167			9,999
	Travel and promotion			11,335			15,522		14,301		6,798			8,878
	Rent and occupancy			8,630			10,964		10,645		6,060			5,329
	Depreciation and amortization			9,914			10,361		10,297		4,976			6,385
	Professional fees			10,634			7,254		7,793		3,430			3,944
	Clearing fees			1,750			4,063		3,668		1,965			3,450
	Interest			5,312			3,397		2,470		1,199			1,245
	Impairment of goodwill and intangible asset			38,968			—		—		—			—
	Other expenses			6,260			6,960		6,533		2,163			4,711
		Total expenses		247,768			248,476		238,495		121,552			157,502
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES AND MINORITY INTEREST				(27,410	)		26,744		27,349		13,774			22,641
PROVISION FOR INCOME TAXES				4,436			14,470		12,885		6,490			10,748
MINORITY INTEREST				(30	)		—		—		—			—
NET INCOME (LOSS)			$	(31,816	)	$	12,274	$	14,464	$	7,284		$	11,893
	Basic earnings per share — Class A and Class B common stock		$	(0.33	)	$	0.06	$	0.07	$	0.03		$	0.05
	Diluted earnings per share		$	(0.33	)	$	0.06	$	0.06	$	0.03		$	0.05
	Weighted average shares outstanding — basic:
		Class A common stock		4,246,575			53,512,849		55,991,541		55,991,541			55,991,541
		Class B common stock		92,213,681			96,463,016		96,480,312		96,480,312			96,480,312
	Weighted average shares outstanding — diluted			96,460,256			201,698,411		225,087,813		225,087,813			230,478,525

See notes to consolidated financial statements.

F-4

GFI GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

		Year Ended December 31,									Six Months Ended June 30,
		2001			2002			2003			2003		2004
											(Unaudited)
NET INCOME (LOSS)		$	(31,816	)	$	12,274		$	14,464		$	7,284	$	11,893
OTHER COMPREHENSIVE INCOME (LOSS):
	Unrealized gain on foreign exchange forward contracts, net of tax		—			—			417			—		330
	Foreign currency translation adjustment, net of tax		161			(57	)		(289	)		281		(271	)
COMPREHENSIVE INCOME (LOSS)		$	(31,655	)	$	12,217		$	14,592		$	7,565	$	11,952

See notes to consolidated financial statements.

F-5

GFI GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

					Year Ended December 31,									Six Months Ended June 30,
					2001			2002			2003			2003			2004
														(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net income (loss)				$	(31,816	)	$	12,274		$	14,464		$	7,284		$	11,893
	Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
		Depreciation and amortization				9,914			10,361			10,297			4,977			6,385
		Amortization of loan fees				—			130			142			88			93
		Impairment of goodwill and intangible asset				38,968			—			—			—			—
		Provision for allowance for doubtful accounts				822			2,181			(559	)		(82	)		123
		Loss on disposal of fixed assets				—			122			86			—			—
		Deferred compensation				216			271			44			21			50
		Expenses paid for with common stock				20			106			—			—			—
		(Benefit) provision for deferred taxes				(5,483	)		3,190			(771	)		76			(761	)
		Loss on foreign currency exchange for loan notes payable				—			1,021			128			112			—
		Gain on the sale of U.S. treasury repurchase agreement brokerage desk				—			(1,350	)		—			—			—
		(Increase) decrease in operating assets:
			Deposits with clearing organizations			91			10,793			(845	)		(314	)		(1,380	)
			Accrued commissions receivable			(10,006	)		8,589			838			(3,228	)		(15,155	)
			Receivables from brokers, dealers and clearing organizations			(59,906	)		38,968			(74,130	)		(15,589	)		(299,514	)
			Software inventory			—			(1,036	)		(1,755	)		(502	)		(1,778	)
			Other assets			(7,018	)		652			692			(503	)		(4,660	)
		Increase (decrease) in operating liabilities:
			Accrued compensation			24,696			4,678			(3,111	)		1,638			13,050
			Accounts payable and accrued expenses			(480	)		4,319			1,995			(1,702	)		(2,195	)
			Payables to brokers, dealers and clearing organizations			54,755			(55,025	)		77,547			14,925			284,544
			Income taxes payable — current			5,050			(3,180	)		1,651			(4,311	)		44
			Other liabilities			830			1,518			2,211			324			(60	)
				Cash provided by (used in) operating activities		20,653			38,582			28,924			3,214			(9,321	)
CASH FLOWS FROM INVESTING ACTIVITIES:
	Cash acquired from Fenics					593			—			—			—			—
	Cash used for business acquisitions & intangible assets					(1,024	)		(33	)		(198	)		—			—
	Purchase of property, equipment and leasehold improvements					(10,559	)		(16,496	)		(7,626	)		(4,744	)		(3,900	)
	Disposal of property and equipment					—			7			20			—			—
	Proceeds from sale of U.S. treasury repurchase agreement brokerage desk					—			1,350			—			—			—
				Cash used in investing activities		(10,990	)		(15,172	)		(7,804	)		(4,744	)		(3,900	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Repayment of notes payable					(21,969	)		(55,603	)		(7,500	)		(7,500	)		—
	Proceeds from notes payable					25,500			59,300			18,000			18,000			1,500
	Repayment of loan notes payable					(520	)		(22,697	)		(7,739	)		(5,223	)		—
	Proceeds from loan notes payable					30,000			—			—			—			—
	Dividends to JPI					(33,266	)		(4,536	)		—			—			—
	Capital transactions with JPI					(2,525	)		—			—			—			—
	Issuance of preferred stock					145			30,068			—			—			—
				Cash provided by (used in) financing activities		(2,635	)		6,532			2,761			5,277			1,500
		Effects of foreign currency translation adjustment				161			(57	)		(289	)		281			(271	)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS						7,189			29,885			23,592			4,028			(11,992	)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD						26,633			33,822			63,707			63,707			87,299
CASH AND CASH EQUIVALENTS, END OF PERIOD					$	33,822		$	63,707		$	87,299		$	67,735		$	75,307
SUPPLEMENTAL DISCLOSURE:
Interest paid					$	3,270		$	4,613		$	1,943		$	769		$	1,433
Income taxes paid					$	3,336		$	15,359		$	11,724		$	10,781		$	10,872

See notes to consolidated financial statements.

F-6

GFI GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(In thousands)

				Common Stock							Retained Earnings (Accumulated Deficit)			Accumulated Other Comprehensive Income (Loss)
		Convertible Preferred Stock						Additional Paid In Capital
				Class A		Class B											Total
BALANCE, JANUARY 1, 2001		$	28,639	$	—	$	800	$	3,231		$	16,444		$	(215	)	$	48,899
	Dividends paid to JPI		—		—		—		—			(33,266	)		—			(33,266	)
	Share issuance		405		—		165		32,820			—			—			33,390
	Foreign currency translation adjustment		—		—		—		—			—			161			161
	Deferred compensation		—		—		—		216			—			—			216
	Net loss		—		—		—		—			(31,816	)		—			(31,816	)
	Capital transactions with JPI		—		500		—		(3,025	)		—			—			(2,525	)
BALANCE, DECEMBER 31, 2001			29,044		500		965		33,242			(48,638	)		(54	)		15,059
	Dividends paid to JPI		—		—		—		—			(4,536	)		—			(4,536	)
	Share issuance		25		60		—		46			—			—			131
	Foreign currency translation adjustment		—		—		—		—			—			(57	)		(57	)
	Deferred compensation		—		—		—		271			—			—			271
	Net income		—		—		—		—			12,274			—			12,274
BALANCE, DECEMBER 31, 2002			29,069		560		965		33,559			(40,900	)		(111	)		23,142
	Foreign currency translation adjustment		—		—		—		—			—			(289	)		(289	)
	Unrealized gains on foreign exchange forward contracts		—		—		—		—			—			417			417
	Deferred compensation		—		—		—		44			—			—			44
	Net income		—		—		—		—			14,464			—			14,464
BALANCE, DECEMBER 31, 2003			29,069		560		965		33,603			(26,436	)		17			37,778
	Foreign currency translation adjustment (Unaudited)		—		—		—		—			—			(271	)		(271	)
	Unrealized gains on foreign exchange forward contracts (Unaudited)		—		—		—		—			—			330			330
	Deferred compensation (Unaudited)		—		—		—		50			—			—			50
	Net income (Unaudited)		—		—		—		—			11,893			—			11,893
BALANCE, JUNE 30, 2004 (Unaudited)		$	29,069	$	560	$	965	$	33,653		$	(14,543	)	$	76		$	49,780

See notes to consolidated financial statements.

F-7

GFI GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Information as of June 30, 2004 and six months ended June 30, 2003 and 2004 is unaudited)

(In thousands, except share and per share amounts)

1.    ORGANIZATION AND BUSINESS

        The consolidated financial statements include the accounts of GFI Group Inc. and its subsidiaries (collectively the "Company"). The Company completed a plan of reorganization on November 30, 2001, which resulted in a reorganization of entities under the common control of Jersey Partners, Inc. ("JPI") (the "Reorganization"). This reorganization of entities under common control was accounted for similar to a pooling of interests (see Note 3).

        The Company, through its sole wholly-owned subsidiary GFInet inc. ("GFInet"), provides brokerage and data services for securities, commodities, foreign exchange and derivative contracts to broker-dealers and other financial and nonfinancial institutions as well as develops and distributes foreign exchange option, credit and energy pricing tools and sells associated data to the financial services industry and other corporations. The Company's principal operating subsidiaries include: GFI Securities LLC ("SLLC"), GFI Brokers LLC, GFI Group LLC ("GLLC"), GFI Securities Limited, GFI Brokers Limited, GFI (HK) Securities LLC, GFInet U.K. Limited and Fenics Limited and subsidiaries ("Fenics").

        All material intercompany transactions and balances have been eliminated. Certain reclassifications have been made to prior year amounts to conform to current year presentation.

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation — The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America, which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and the disclosure of contingencies in the consolidated financial statements. Management believes that the estimates utilized in the preparation of the consolidated financial statements are reasonable and prudent. Actual results could differ materially from these estimates.

Cash and Cash Equivalents — Cash and cash equivalents consist of cash and highly liquid investments with maturities, when purchased, of three months or less.

Receivables from and Payables to Brokers and Dealers — Receivables from and payables to brokers and dealers primarily represent securities transactions which have not settled as of their stated settlement dates. These transactions relate primarily to the simultaneous purchase and sale of securities by GFI Securities Limited and SLLC to facilitate brokerage transactions.

Brokerage Transactions — The Company provides brokerage services to its clients in the form of either agency or matched principal transactions. In agency transactions, the Company charges commissions for executing transactions between buyers and sellers. In matched principal transactions, the Company simultaneously agrees to buy instruments from one party and sell them to another. The Company earns commission revenue from matched principal transactions on the spread between the buy and sell price of the security that is brokered. Commissions revenues and related expenses from agency and matched principal transactions are recognized on a trade date basis.

        Hedging — The Company uses foreign exchange forward contracts to reduce the effects of fluctuations in the receivables from commissions denominated in foreign currencies. Forward contracts entered into prior to June 2003 did not meet the requirements for hedge accounting and therefore gains and losses were included in earnings. All forward contracts entered into during June 2003 and

F-8

thereafter are designated and qualify as foreign currency cash flow hedges under Statement of Financial Accounting Standards ("SFAS") No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended. The Company reclassifies gains and losses on the foreign exchange forward contracts included in other comprehensive income into earnings at the time the hedged transactions are recognized. The Company measures effectiveness by assessing the changes in the expected future cash flows of the hedged items. The ineffective portion of the hedges, if any, is included in other expenses. There is no portion of the derivative instruments' gains or losses that has been excluded from the assessment of effectiveness.

Property, Equipment and Leasehold Improvements — Property, equipment and leasehold improvements are stated at cost, less accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method generally over two to seven years. Property and equipment are depreciated over their estimated useful lives. Leasehold improvements are amortized over the shorter of the remaining term of the respective lease to which they relate or the remaining useful life of the leasehold improvement. Internal and external costs incurred in developing or obtaining computer software for internal use are capitalized in accordance with Statement of Position ("SOP") 98-1, Accounting for the Costs of Computer Software Developed or Obtained for Internal Use, and are amortized on a straight-line basis over the estimated useful life of the software, generally three years. General and administrative costs related to developing or obtaining such software are expensed as incurred.

Analytics and Market Data Revenue Recognition — Analytics and market data revenue consists mostly of fees for licenses of software products as well as maintenance, installation, customer training and technical support of those products. Revenue is recognized when all of the following criteria are met: persuasive evidence of an arrangement exists, delivery of the product has occurred and no significant implementation obligations remain, the fee is fixed and determinable, and collectibility is probable. Fees for future updates of software products are considered separate arrangements and related revenues are recognized when the customer acknowledges participation in the update and delivery occurs.

        The Company licenses its products through its direct sales force and indirectly through resellers. The Company's license agreements for such products do not provide for a right of return.

        Software Inventory — In accordance with SFAS No. 86, Accounting for the Costs of Computer Software to be Sold, Leased or Otherwise Marketed, the Company capitalizes certain software development costs, related to internally developed software used in the generation of sales of option calculators, once technological feasability is established. Software inventory is stated at the lower of cost or net realizable value, which is based on projected revenues. Amortization is calculated on the greater of the ratio of current year revenue to current year revenue plus projected revenue or straight-line, generally over three years. Amortization begins when a product is available for general release to customers. Expenditures for maintenance and repairs are charged directly to expense as incurred.

Income Taxes — In accordance with SFAS No. 109, Accounting for Income Taxes, the Company provides for income taxes using the asset and liability method under which deferred income taxes are recognized for the estimated future tax effects attributable to temporary differences and carry-forwards that result from events that have been recognized either in the financial statements or the income tax

F-9

returns, but not both. The measurement of current and deferred income tax liabilities and assets is based on provisions of enacted tax laws. Valuation allowances are recognized if, based on the weight of available evidence, it is more likely than not that some portion of the deferred tax assets will not be realized.

Foreign Currency Translation Adjustments and Transactions — Assets and liabilities of foreign subsidiaries having non-U.S. dollar functional currencies are translated at year-end rates of exchange, and revenue and expenses are translated at end-of-month rates of exchange. Gains or losses resulting from translating foreign currency financial statements are reflected in foreign currency translation adjustments and are reported as a separate component of comprehensive income and stockholders' equity. Gains or losses resulting from foreign currency transactions are included in net income (loss).

Stock-Based Compensation — In December 2002, the Financial Accounting Standards Board ("FASB") issued SFAS No. 148, Accounting for Stock-Based Compensation — Transition and Disclosure ("SFAS 148"). This statement provides alternative methods of transition for an entity that voluntarily changes to the fair value based method of accounting for stock-based employee compensation. Effective January 1, 2003, the Company adopted the fair value recognition provisions of SFAS No. 123 Accounting for Stock-based Compensation ("SFAS 123"), prospectively to all awards granted, modified, or settled after January 1, 2003. Pursuant to this method, the Company expenses the grant-date fair value of options issued to employees on or after January 1, 2003 over the related vesting period and the compensation expense related to modifications of outstanding options is calculated as the difference between fair value of the existing and modified options on the date of modification. Prior to this date, the Company used the intrinsic method as prescribed by Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees ("APB 25"), as permitted by SFAS 123.

        The following pro forma financial information shows the effect, net of tax, on net income (loss) had the fair value method been applied for all periods presented. See Note 18 for assumptions used in estimating fair value.

	For the year ended December 31,									For the six months ended June 30,
	2001			2002			2003			2003			2004
										(Unaudited)
Net income (loss) — as reported	$	(31,816	)	$	12,274		$	14,464		$	7,284		$	11,893
Add:
Effect of stock-based employee compensation included in reported net income (loss), net of tax		216			271			44			23			21
Deduct:
Total stock-based employee compensation determined under fair value method, net of tax		(712	)		(559	)		(433	)		(217	)		(147	)
Net income (loss) — pro forma	$	(33,312	)	$	11,986		$	14,075		$	7,090		$	11,767
Basic earnings per share — as reported	$	(0.33	)	$	0.06		$	0.07		$	0.03		$	0.05
Basic earnings per share — pro forma	$	(0.33	)	$	0.06		$	0.06		$	0.03		$	0.05
Diluted earnings per share — as reported	$	(0.33	)	$	0.06		$	0.06		$	0.03		$	0.05
Diluted earnings per share — pro forma	$	(0.33	)	$	0.06		$	0.06		$	0.03		$	0.05

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        The pro forma amounts do not include any expense related to the GFI Group Plan stock options, as exercisability of those options is contingent on the consummation of an initial public offering (see Note 18).

Segment and Geographic Information — The Company's only operating segment, brokerage operations, operates across domestic and international markets. Substantially all of the Company's identifiable assets are in the United States and the United Kingdom.

Goodwill and Intangible Assets — In accordance with SFAS No. 142 Goodwill and Intangible Assets ("SFAS 142"), goodwill and intangible assets with indefinite lives are no longer amortized, but instead are tested for impairment annually or more frequently if circumstances indicate impairment may have occurred. The Company has selected January 1^st as the date to perform the annual impairment test. At January 1, 2002, 2003 and 2004, the annual impairment test was performed and no impairment existed. Due to the adoption of SFAS 142, $1,027 of intangible assets were reclassified as goodwill in the year ended December 31, 2002. Intangible assets with definite lives continue to be amortized on a straight-line basis over their useful lives.

Impairment of Long-Lived Assets — Long-lived assets, such as property, equipment and leasehold improvements, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset exceeds the expected future cash flows, on an undiscounted basis, to be generated from the assets, including eventual disposition. If such review indicates that the carrying amount of long-lived assets is not recoverable, the carrying amount of such assets is reduced to fair value.

Unaudited Interim Financial Information — The accompanying unaudited consolidated financial statements have been prepared by GFI Group Inc. pursuant to the rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. Accordingly, the unaudited interim consolidated financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements and should be read in conjunction with the audited financial statements and related notes thereto. The accompanying unaudited consolidated financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of results for the interim periods presented. Preparing financial statements requires management to make estimates and assumptions that affect the amounts that are reported in the consolidated financial statements and accompanying disclosures. Although these estimates are based on management's best knowledge of current events and actions that the Company may undertake in the future, actual results may be different from the estimates. The results of operations for the three month period ended March 31, 2004 are not necessarily indicative of the results to be expected for any future period or the full fiscal year.

Recent Accounting Pronouncements — In November 2002, the FASB issued FASB Interpretation No. 45 ("FIN 45") Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others. FIN 45 requires that a guarantor recognize the fair value of a guarantee as a liability at the inception of such guarantee. Additional disclosures are also prescribed for certain guarantee contracts. The recognition and measurement provisions of FIN 45 are effective for guarantees issued or modified after December 31, 2002. The disclosure provisions are

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effective for periods ending after December 15, 2002. See Note 16 for additional information related to guarantees.

        In April 2003, the FASB issued SFAS No. 149 Amendment of Statement 133 on Derivative Instruments and Hedging Activities ("SFAS 149"). SFAS 149 clarifies the circumstances under which a contract with an initial investment meets the characteristics of a derivative under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. SFAS 149 also amended other existing pronouncements to result in more consistent reporting of derivative contracts. This pronouncement is effective for all contracts entered into or modified after June 30, 2003. The Company adopted SFAS 149 as required, with no material impact on the Company's consolidated financial statements.

        In May 2003, the FASB issued SFAS No. 150 Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity ("SFAS 150"). SFAS 150 establishes standards for classifying and measuring certain financial instruments with characteristics of both liabilities and debt. SFAS 150 is effective for all contracts entered into or modified after May 31, 2003 and for pre-existing instruments on financial statements for periods after June 15, 2003. The Company adopted SFAS 150 as required, with no material impact on the Company's consolidated financial statements.

        In December 2003, the FASB issued FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities, and Interpretation of Accounting Research Bulletin No. 51 ("FIN 46R"), which replaces FASB Interpretation No. 46. FIN 46R clarifies the application of Accounting Research Bulletin No. 51, Consolidated Financial Statements, to certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support. The Company does not believe that it has an interest in an entity that is subject to this Interpretation, therefore, the adoption of FIN 46R is not expected to have a material impact on the Company's consolidated financial statements.

        In March 2004, the FASB approved EITF Issue 03-6 Participating Securities and the Two-Class Method under FAS 128 ("EITF Issue 03-6"). EITF Issue 03-6 supersedes the guidance in Topic No. D-95, Effect of Participating Convertible Securities on the Computation of Basic Earnings per Share ("EITF Topic D-95"), and requires the use of the two-class method of participating securities. The two-class method is an earnings allocation formula that determines earnings per share for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. In addition, EITF Issue 03-6 addresses other forms of participating securities, including options, warrants, forwards and other contracts to issue an entity's common stock, with the exception of stock-based compensation (unvested options and restricted stock) subject to the provisions of Opinion 25 and FAS 123. EITF Issue 03-6 is effective for reporting periods beginning after March 31, 2004 and was applied by restating previously reported earnings per share. The adoption of EITF Issue 03-6 did not have a material impact on the Company's consolidated financial statements.

3.    CORPORATE REORGANIZATION

        On November 30, 2001, JPI and the other stockholders of GFInet reorganized the ownership structure of GFInet and GLLC in order to streamline their operations and achieve certain operational,

F-12

tax and related efficiencies. Prior to the Reorganization, JPI incorporated GFI Group Inc. ("GFI") under the laws of the State of Delaware.

        Pursuant to an agreement between JPI, GFI and GLLC, JPI contributed 99% of its membership interests in GLLC, as well as certain agreed-upon assets and liabilities of JPI, to GFI for consideration of 50 million shares of GFI Class A Common Stock. The remaining 1% of JPI's membership interest was redeemed at the closing of the Reorganization and issued to GFInet. GFI also entered into a merger agreement with GFInet, which provided for a merger of GFInet into a wholly-owned subsidiary of GFI with GFInet as the surviving corporation. Subsequently, GFI contributed 98% of its membership interest in GLLC to GFInet.

        As a result of the merger, the common stockholders of GFInet surrendered to GFI all of their shares of GFInet common stock in exchange for an equivalent number of shares of Class B Common Stock of GFI. In addition, the GFInet preferred stockholders surrendered to GFI all of their shares of GFInet Series A convertible preferred stock and GFInet Series B convertible preferred stock for an equivalent number of GFI Series A Preferred Stock and GFI Series B Preferred Stock, respectively. The outstanding options or warrants to purchase shares of GFInet's common stock became options or warrants to purchase shares of Class B Common Stock of GFI on the same terms. Upon completion of the Reorganization, JPI owned 74.2% of the Company prior to dilution for outstanding options and a warrant.

        This reorganization of entities under common control was accounted for similar to a pooling of interests. Accordingly, GFI restated the accompanying financial statements and financial data to represent the combined financial results of the previously separate entities for all periods presented.

4.    LOAN NOTES PAYABLE

        The balances outstanding on loan notes payable as of December 31, 2002 and 2003 and June 30, 2004 were as follows:

		2002		2003		June 30, 2004
						(unaudited)
Fenics Loan Note		$	5,111	$	—	$	—
JPI Loan Note
	Tranche A		2,500		—		—
	Tranche B		9,250		9,250		9,250
Total		$	16,861	$	9,250	$	9,250

        On October 1, 2001, GLLC paid a dividend to JPI for $30,000 in the form of cash and accounts receivable. Simultaneously, JPI loaned the cash and accounts receivables back to GLLC for a two tranche loan note and an agency note bearing interest of one month LIBOR plus 2.75%, 3.75%, 4.75% and 5.00% at December 31, 2001, 2002 and 2003 and June 30, 2004, respectively.

        Tranche A was repaid in two annual installments of $2,500 each, on November 30, 2002 and 2003, respectively. Tranche B is due for repayment in five annual installments of $1,850 each, commencing on

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June 15, 2007. This loan is secured by a second priority security interest in substantially all of the assets of the Company and certain of its subsidiaries.

        Also, loan notes of $9,057 denominated in British Pounds, were issued as part of the Fenics acquisition (see Note 5). The loan notes bore interest at rates between 9% and 11% with payments to be made on October 31, 2002 and January 31, 2003 in equal installments. The notes were repaid in full by February 2003.

        As of December 31, 2003 the combined aggregate maturities for all outstanding long-term loan notes payable were as follows:

2004	$	—
2005		—
2006		—
2007		1,850
2008		1,850
Thereafter		5,550
Total	$	9,250

5.    ACQUISITIONS AND RELATED INTANGIBLE ASSETS AND GOODWILL

Fenics Acquisition — On April 5, 2001, GFInet acquired a majority interest (approximately 90%) of Fenics' outstanding capital stock. The acquisition was accounted for using the purchase method of accounting and, accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values on the acquisition date with the excess allocated to goodwill and other identified intangible assets. Upon an initial public offering, the remaining stockholders of Fenics could require the Company to acquire the minority shares of Fenics' stock still outstanding. The purchase would be at a rate of 3.11 shares of the Company's common stock for each share of Fenics stock and can be accomplished with either the transfer of the Company's common stock or an equivalent amount in cash. In accordance with EITF Issue 00-6, Accounting for Freestanding Derivative Financial Instruments Indexed to, and Potentially Settled in the Stock of a Consolidated Subsidiary, we have accounted for this obligation at fair value, with a liability of $1,389 recorded on the acquisition date and included in other liabilities (the "Fenics Purchase Obligation"). Gains and losses from subsequent changes in the fair value of this obligation have been included in earnings.

        The purchase price of approximately $40,702 consisted of an exchange of 15,733,851 shares of GFInet's common stock at a price of $2.00 per share, the Fenics Purchase Obligation of $1,389 as noted above, and loan notes of $9,057, of which $6,822 was for the purchase of preferred stock and $2,235 was for dividends payable to GFInet as the holder of the preferred stock. To assist management in accounting for the transaction, management obtained a pricing analysis performed by an external valuation firm. There were $1,024 of direct transaction costs related to the acquisition, consisting primarily of legal, financial advisor and other professional fees, which were capitalized as part of the purchase price. Since April 5, 2001, Fenics' results of operations have been included in the Company's consolidated financial statements.

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        Management determined the fair value of the identifiable intangible assets acquired based upon an independent valuation model. The purchase price and applicable valuation model at the date of acquisition of Fenics was allocated as follows:

		Purchase Price			Valuation Model
Property and equipment		$	1,354		—
Net liabilities assumed, excluding property and equipment			(15,913	)	—
Identifiable intangible assets:
	Workforce in place		1,150		Cost Approach
	Customer base		1,050		Cost Approach
	Trade name		1,370		Income Approach
	Core technology		10,130		Income Approach
Goodwill			41,561		—
Total		$	40,702

        Goodwill and intangibles were being amortized using the straight-line method. Goodwill was being amortized over 40 years and intangibles are amortized between five and seven years, both subject to the effect of certain new accounting pronouncements. For the year ended December 31, 2001, amortization of goodwill and other intangible assets associated with this acquisition totaled $2,698.

        Effective January 1, 2002, in accordance with SFAS 142, goodwill was no longer being amortized, rather it is reviewed annually for impairment. Intangible assets with definite lives are amortized between 5 to 7 years.

        As a result of the adoption of SFAS 142, the workforce in place intangible asset is not being amortized and was reclassified as goodwill. The customer base, trade name, and core technology intangible assets have lives of 6 years, 6 years and 5 years, respectively. The average life of the amortizable intangible assets is 5.5 years. For the years ended December 31, 2001, 2002 and 2003 amortization of these intangible assets was $1,822, $806 and $806 respectively. In addition, during the year ended December 31, 2002, a patent was acquired with an original cost of $34. For the years ended December 31, 2002, and 2003, the Company recognized amortization related to the patent of $1 and $2 respectively.

        Had goodwill and the workforce in place intangible asset not been amortized during the year ended December 31, 2001, the Company's reported net loss would have been reduced by $510 to ($31,306) and the net loss per share would have been reduced by $0.01 to ($0.32).

F-15

        At December 31, 2003, expected amortization expense for the definite lived intangible assets and patent is as follows:

2004	$	808
2005		808
2006		506
2007		103
2008		2
Total	$	2,227

Impairment of Intangible Asset and Goodwill — Not long after the acquisition of Fenics, the Company found that demand for its Internet based services had declined substantially. Accordingly, the Company made the strategic decision to discontinue Fenics' previously planned internet based operations which sought to provide online pricing analysis and execution of foreign exchange options transactions. This resulted in an impairment charge incurred in 2001 which was taken in order to reduce goodwill and an intangible asset associated with the Fenics acquisition to their estimated fair value. The potential impairment was measured using a projected discounted cash flow model with a discount rate commensurate with the risk inherent in Fenics' current business model.

        As a result, the Company recorded a $37,451 impairment charge, of which $6,900 was applied to reduce core technology to $1,710 and the remaining impairment charge of $30,551 reduced goodwill to $10,256 both after taking into account the impact of amortization. The estimate of fair value was based upon the study developed in connection with the purchase price allocation used at the date of acquisition pursuant to which, projected discounted cash flows from the sale of the foreign exchange option-pricing model for the succeeding four years using a discount rate of 15.0% and an estimated terminal value (prior to discount) of approximately $30,000. The assumptions supporting the estimated cash flows, including the discount rate and an estimated terminal value, reflect management's best estimates. The discount rate was based upon the weighted average cost of capital for comparable companies and the risk associated with Fenics' business.

        Fenics' current business model is to offer analytics and market data products in selected markets that are used to build pricing models, develop trading strategies and manage price and revalue derivative portfolios.

Commerex Acquisition — On April 17, 2001, GFInet acquired the remaining portion of the outstanding common stock of its subsidiary, Commerex.com Inc. ("Commerex") from the minority interest stockholders, bringing its ownership interest to 100%. Under the purchase method of accounting, the purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values on the date of acquisition. The purchase transaction was affected through the issuance of 720,481 shares of GFInet's common stock with a value of $1,517, at the date of acquisition.

        Prior to the purchase, the operations of Commerex had substantially ceased and substantially all assets and liabilities had been disposed of. As such, the net assets were zero on the date of acquisition. Accordingly, the total purchase of $1,517 was allocated to goodwill.

F-16

        After the acquisition, the Company performed an impairment assessment of goodwill due to the lack of continuing operations. As a result, the Company recorded an impairment charge of the entire $1,517, reducing goodwill to zero. On September 30, 2003, Commerex was merged with and into GFInet.

6.    DEPOSITS WITH CLEARING ORGANIZATIONS

        The Company maintains deposits at various clearing companies and organizations that perform clearing and custodial functions for the Company. These deposits consist of cash.

7.    ACCRUED COMMISSIONS RECEIVABLE

        Accrued commissions receivable represent amounts due from brokers, dealers, banks and other financial and nonfinancial institutions for the execution of securities, commodities, foreign exchange and derivative brokerage transactions. Accrued commissions receivable are presented net of allowance for doubtful accounts of approximately $3,024, $2,154 and $2,179 as of December 31, 2002, 2003 and June 30, 2004, respectively. The allowance is based on management's estimate and is reviewed on a periodic basis based on the aging of outstanding receivables and counterparty exposure.

8.    RECEIVABLES FROM AND PAYABLES TO BROKERS, DEALERS AND CLEARING ORGANIZATIONS

		As of December 31,				As of June 30,
		2002		2003		2004
						(Unaudited)
Receivables from brokers, dealers and clearing organizations:
	Contract value of fails to deliver	$	107,351	$	154,666	$	473,837
	Balance receivable from clearing organizations		11,198		38,013		18,357
Total		$	118,549	$	192,679	$	492,194
Payables to brokers, dealers and clearing organizations:
	Contract value of fails to receive	$	97,988	$	154,709	$	450,768
	Balance payable to clearing organizations		—		18,236		8,920
	Payable to financial institutions		2,155		4,745		2,546
Total		$	100,143	$	177,690	$	462,234

        Substantially all open fail to deliver and fail to receive transactions at December 31, 2002 and 2003 have subsequently settled at the contracted amounts.

        Payable to clearing organizations of $18,236 and $8,920 at December 31, 2003 and June 30, 2004, represents amounts owed to clearing organizations in the normal course of operations.

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9.    SOFTWARE INVENTORY

		As of December 31,					As of June 30,
		2002		2003			2004
							(unaudited)
Software inventory, cost
	Work in process	$	1,036	$	1,772		$	3,549
	Finished goods		—		1,019			1,020
			1,036		2,791			4,569
	Accumulated amortization		—		(255	)		(496	)
Software inventory, net		$	1,036	$	2,536		$	4,073

        Amortization for the years ending December 31, 2001, 2002 and 2003 and the six months ended June 30, 2004 was $0, $0, $255 and $241, respectively.

10.    PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS

        Property, equipment and leasehold improvements consist of the following:

	As of December 31,						As of June 30,
	2002			2003			2004
							(unaudited)
Software	$	33,319		$	38,419		$	39,587
Computer equipment		10,197			10,909			11,720
Leasehold improvements		6,284			6,609			7,052
Communications equipment		5,633			6,406			7,162
Furniture and fixtures		1,849			1,968			2,646
Automobiles		212			181			181
		57,494			64,492			68,348
Accumulated depreciation and amortization		(25,702	)		(34,415	)		(40,112	)
Property, equipment, and leasehold improvements less accumulated depreciation and amortization	$	31,792		$	30,077		$	28,236

        Depreciation and amortization for the years ending December 31, 2001, 2002, 2003 and the six months ended June 30, 2003 and 2004 was $8,207, $9,555, $9,234, $4,573 and $5,741, respectively.

11.    NOTES PAYABLE

        On July 4, 2002, the Company entered into a three year $50,000 Multicurrency Revolving and Term Facilities Agreement with three banks (the "2002 Credit Facility"). Included in the balance available is a $10,000 guarantee line that the Company can draw on for certain purposes including letters of credit. Amounts outstanding under the 2002 Credit Facility incur interest at the annual rate of one month LIBOR plus a margin of 2.25% or, if the Company's consolidated EBITDA, as defined

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in the agreement, is $12,500 or greater for the preceding calendar quarter, at the annual rate of one month LIBOR plus a margin of 1.75% (as of December 31, 2003, with respect to the revolving portion of the 2002 Credit Facility, 3.33% and with respect to the term portion of the 2002 Credit Facility, 3.41%). The interest rate on the guarantee is the margin, depending on the consolidated EBITDA, less 10 basis points (as of December 31, 2003, 2.15%).

        Amounts outstanding under the 2002 Credit Facility are secured by substantially all the assets of the Company and certain of the Company's subsidiaries. The maturity date of the 2002 Credit Facility is July 4, 2005. In addition, the Company is required to repay $2,500 of the Term loan per quarter beginning October 2004 with any remaining balance due on July 4, 2005, the maturity date of the credit facility.

	As of December 31,
	2002				2003
	Revolving		Term		Revolving		Term
Loan Available *	$	30,000	$	20,000	$	30,000	$	20,000
Loans Outstanding	$	8,500	$	20,000	$	19,000	$	20,000
Guarantee Outstanding	$	5,000		N/A	$	7,000		N/A

*

Amounts available under the Revolving portion include up to $10,000 for guarantees and letters of credit.

        As of December 31, 2003, the combined aggregate maturities for all outstanding long-term notes payable were as follows:

	Revolving		Term
2004	$	—	$	2,500
2005		19,000		17,500
Total	$	19,000	$	20,000

        At December 31, 2002 and 2003, notes payable were recorded net of unamortized loan fees of $395 and $253, respectively.

        The 2002 Credit Facility contains certain financial and other covenants. During 2003, the Company amended one of its restrictive covenants related to cash flow and relevant ratios were adjusted accordingly. The Company was in compliance with all applicable covenants, as amended, at December 31, 2002, 2003 and June 30, 2004.

        In August 2004, the Company entered into a new credit facility. See Note 28 for additional information.

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12.    INCOME TAXES

        The provision for income taxes consists of the following:

		For the year ended December 31,
		2001			2002			2003
Current Provision:
	Federal	$	—		$	612		$	426
	Foreign		8,876			9,537			9,906
	State and local		1,043			1,131			3,324
Total current provision			9,919			11,280			13,656
Deferred (Benefit) Provision:
	Federal		(4,199	)		952			2,455
	Foreign		504			(147	)		(3,475	)
	State and local		(1,788	)		2,385			249
Total deferred (benefit) provision			(5,483	)		3,190			(771	)
Total		$	4,436		$	14,470		$	12,885

        The Company expects to file consolidated/combined income tax returns for Federal, state and local purposes for the year ended December 31, 2003. GLLC expects to file partnership income tax returns for the year ended December 31, 2003.

        As a result of the Reorganization described in Note 3, the results of the Company's operations for the year ended December 31, 2001, were included in several tax returns. JPI filed as a "S" corporation for the year ended December 31, 2001. GFInet filed a separate return for Federal, state and local purposes for the 11-month period ended November 30, 2001. The results of GFInet's operations for the one-month period ended December 31, 2001 were included in the consolidated/combined income tax returns of GFI Group Inc. for the period ended December 31, 2001. The results of operations for GLLC for the 11-month period ended November 30, 2001 were included in the consolidated income tax returns of JPI. GLLC filed partnership income tax returns for the one-month period ended December 31, 2001.

        Federal, state and local income taxes have been provided for the various entities recognized for tax purposes. Provision has also been made for taxes in foreign countries based on the profits of the foreign subsidiaries, as applicable.

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        SFAS No. 109 requires the financial statement recognition of net deferred tax assets unless it is more likely than not that the assets will not be realized. Significant components of the Company's gross deferred tax assets (liabilities) were as follows:

		As of December 31,
		2002			2003
Deferred tax assets:
Foreign tax credits		$	2,994		$	2,405
Foreign deferred items			—			3,475
Net operating/capital loss carryforwards			4,847			4,082
Other credits			1,261			—
Liability reserves			1,800			1,437
Prepaid expenses			—			783
Other			123			2
Valuation allowance			(4,847	)		(4,082	)
	Total deferred tax assets	$	6,178		$	8,102
Deferred tax liabilities:
Depreciation/amortization		$	(2,113	)	$	(4,200	)
Other			(348	)		(440	)
Prepaid expenses			(934	)		—
	Total deferred tax liabilities	$	(3,395	)	$	(4,640	)
Net deferred tax assets		$	2,783		$	3,462

        The deferred tax assets relating to foreign deferred items listed above consist primarily of foreign depreciation and software charges as well as unpaid intra-group royalties and interest. The deferred assets relating to net operating/capital loss carryforwards listed above consist of losses from operations in the U.S. and U.K. These carryforward losses are subject to certain limitations and will start to expire between 2007 and 2022. The decrease in the net operating/capital loss asset from 2002 to 2003 relates to the settlement of a tax audit and utilization of capital and net operating loss carryforwards in the U.S. However, due to the uncertainty as to the ultimate utilization of these assets, a full valuation allowance at December 31, 2002 and 2003, has been established to offset this asset.

        The difference between the Company's effective tax rate and the U.S. Federal statutory rate is due primarily to state and local income taxes, the effect of the Company's foreign operations, general business credits, non-deductibility of certain expenses (primarily promotional expenses) and the effect of the revaluations of certain business segments.

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        A reconciliation of the statutory U.S. Federal income taxes to the Company's income tax provision for earnings follows:

	For the year ended December 31,
	2001		2002		2003
U.S. Federal income tax at corporate statutory rate	35.0	%	35.0	%	35.0	%
U.S. income not subject to U.S. Federal corporate tax	3.6		0.0		0.0
U.S. state and local tax	2.6		8.5		8.5
Write-off of goodwill	(51.5	)	0.0		0.0
Effect of foreign operations	(0.1	)	6.0		(2.4	)
Non-deductible expenses	(7.5	)	5.0		4.5
General business credit	0.0		(2.4	)	(0.8	)
Other	1.7		2.0		2.3
Effective tax rate	(16.2	)%	54.1	%	47.1	%

        Significant items affecting the 2001 rate reconciliation that do not affect subsequent rate reconciliations include certain U.S. income not subject to tax (pre-conversion to subchapter C corporation status) and certain deductions not allowable as expenses for U.S. income tax purposes (write-off of goodwill relating to Fenics).

        As discussed above, on November 30, 2001, GFI "converted" from a subchapter S corporation to a subchapter C corporation for U.S. Federal income tax purposes. Generally, under U.S. income tax principles, a subchapter S corporation is not subject to Federal income tax. As such, income earned in 2001 prior to the conversion was not subject to tax at the corporate level. The tax burden on such income was incurred by the stockholders directly. This represents an approximate 3.6% beneficial impact on the 2001 rate reconciliation. Additionally, during 2001, goodwill, which was written off for financial accounting purposes, was not deductible for tax purposes. This represents an approximate 51.5% detrimental impact on the 2001 rate reconciliation.

13.    EARNINGS PER SHARE

        The Company adopted EITF Issue 03-6 and the use of the two-class method for the computation of basic earnings per share in the period ended June 30, 2004. Prior to the adoption of EITF Issue 03-6, the Company applied the guidance in EITF Topic D-95 and accordingly included participating securities in weighted average common shares outstanding using the "if-converted" method. The presentation below recasts basic earnings per share to be compliant with EITF Issue 03-6. Basic earnings per share did not change as a result of the adoption of EITF Issue 03-6.

        The Series C Redeemable Convertible Preferred Stock, the Series A Convertible Preferred Stock and the Series B Convertible Preferred Stock (together, the "Convertible Preferred Securities") are participating securities, such that in the event a dividend is declared or paid on the common stock, the Company must declare and pay dividends on the Convertible Preferred Securities as if the Convertible Preferred Securities had been converted into common stock. Basic earnings per share for Class A and Class B common stock is calculated by dividing net income (loss) available to common stockholders by

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the weighted average number of Class A and Class B common shares outstanding, respectively, during the period. The Convertible Preferred Securities do not have a contractual obligation to share in the net losses of the Company and therefore are not allocated any losses for the year ended December 31, 2001.

        Diluted earnings per share is calculated by dividing net income (loss) by the sum of the weighted average number of shares outstanding plus the dilutive effect of convertible preferred stock using the "if-converted" method, contingently issuable shares of Class B common stock to the Series C Redeemable Convertible Preferred Stockholders (see Note 14) and outstanding stock options and a warrant using the "treasury stock" method.

        Basic and diluted earnings per share for the years ended December 31, 2001, 2002 and 2003 and the six months ended June 30, 2003 and 2004, were as follows:

			For the year ended December 31,									For the six months ended June 30,
			2001			2002			2003			2003			2004
												(Unaudited)
Basic earnings per share
	Net income (loss) applicable to stockholders		$	(31,816	)	$	12,274		$	14,464		$	7,284		$	11,893
	Income allocated to participating preferred stockholders			—			(2,906	)		(4,280	)		(2,155	)		(3,519	)
	Income (loss) available to common stockholders		$	(31,816	)	$	9,368		$	10,184		$	5,129		$	8,374
	Weighted average common shares outstanding:
		Class A common stock		4,246,575			53,512,849			55,991,541			55,991,541			55,991,541
		Class B common stock		92,213,681			96,463,016			96,480,312			96,480,312			96,480,312
	Weighted average common shares outstanding			96,460,256			149,975,864			152,471,853			152,471,853			152,471,853
		Basic earnings per share — Class A and Class B common stock	$	(0.33	)	$	0.06		$	0.07		$	0.03		$	0.05
Diluted earnings per share
	Net income (loss) applicable to stockholders		$	(31,816	)	$	12,274		$	14,464		$	7,284		$	11,893
	Weighted average common shares outstanding			96,460,256			149,975,864			152,471,853			152,471,853			152,471,853
	Effect of dilutive shares
		Options and warrant		—			—			—			—			1,119,584
		Convertible preferred shares		—			28,695,959			28,700,000			28,700,000			28,700,000
		Redeemable convertible preferred shares		—			20,545,823			35,373,704			35,373,704			35,373,704
	Effect of contingently issuable shares subject to Series C purchase price adjustment			—			2,480,765			8,542,256			8,542,256			12,813,384
	Weighted average shares outstanding and common stock equivalents			96,460,256			201,698,411			225,087,813			225,087,813			230,478,525
		Diluted earnings per share	$	(0.33	)	$	0.06		$	0.06		$	0.03		$	0.05

        Due to the net loss in 2001, options and warrants to purchase 20,127,576 shares of common stock and preferred shares convertible into 28,515,507 shares of common stock were excluded from the computation of diluted earnings per share because their effect would be anti-dilutive. Options and a

F-23

warrant to purchase 23,635,915, 23,545,120 and 3,047,000 shares with exercise prices greater than the average market prices of common stock, as estimated by management, were outstanding during 2002 and 2003 and the six months ended June 30, 2004, respectively, and were excluded from the respective computations of diluted earnings per share because their effect would be anti-dilutive.

14.    SERIES C REDEEMABLE CONVERTIBLE PREFERRED STOCK

        During 2002, GFI issued 35,373,704 shares of Series C Redeemable Convertible Preferred Stock (the "Series C Preferred Stock"). As of December 31, 2002 and 2003, 35,373,704 shares are outstanding.

        Redemption:    At any time, and from time to time, after the fifth anniversary of the Series C Preferred Stock issuance date, holders of a majority of the outstanding shares of the Series C Preferred Stock may request redemption of all or any part of the outstanding shares of Series C Preferred Stock. The redemption price per share of Series C Preferred Stock shall be an amount equal to the Series C Preferred Stock issuance price multiplied by one and one-half (1.5).

        Conversion:    Each share of Series C Preferred Stock is convertible at the option of the holder thereof at any time into shares of Class B Common Stock at an initial conversion rate of one share of Class B Common Stock for each share of Series C Preferred Stock. Upon the earlier to occur of an IPO or the election of the holders of at least a majority of the then outstanding shares of Series C Preferred Stock to convert such shares into Class B Common Stock, each share of Series C Preferred Stock will also be automatically converted into Class B Common Stock. In the event such automatic conversion is due to the occurrence of an IPO, the Series C Preferred Stock will be converted into Class B Common Stock at a conversion rate based on the initial public offering price per share to the public at the time of an IPO (the "IPO price"). In the event that the IPO price is less than twice the original issuance price of the Series C Preferred Stock, as adjusted, each holder of Series C Preferred Stock will receive shares of Class B Common Stock with a value, based on the IPO price, that is twice the Series C Preferred Stock issuance price for each share of Series C Preferred stock. If the IPO price is greater than twice the original issuance price of the Series C Preferred Stock, as adjusted, each share of Series C Preferred Stock would convert into one share of Class B Common Stock.

        Dividends:    Before the payment of any dividends in respect of any shares of GFI Common Stock, the holders of the Series C Preferred Stock (on an as-if-converted to GFI Class B Common Stock basis) are entitled to share ratably with the holders of GFI Common Stock in certain dividends declared on the Class B Common Stock.

        Voting Rights:    The holders of the Series C Preferred Stock, voting separately as a class, have certain voting and veto rights, including the right to elect two of the directors of the Company. In addition, the holders of Series C Preferred Stock have the right to vote, together with holders of Class B Common Stock as a single class, on all matters upon which the holders of Class B Common Stock (other than the election of directors) are entitled to vote pursuant to applicable Delaware law or GFI's Certificate of Incorporation.

        Liquidation Preference:    In the event of any voluntary or involuntary liquidation, dissolution or winding-up of GFI, before any payment or distribution of the assets of, or the proceeds thereof, may be

F-24

made or set apart for the holders of any stock ranking junior to the Series C Preferred Stock upon liquidation, the holders of Series C Preferred Stock are entitled to receive, a liquidating distribution in an amount equal to greater of (a) the Series C Preferred Stock issuance price plus an amount equal to 8% of the Series C Preferred Stock issuance price compounded annually, or (b) sum of the Series C Preferred Stock issuance price plus the net distributable proceeds that the holders of the Series C Preferred Stock would be entitled to receive for each share of Series C Preferred Stock upon a liquidation event assuming a hypothetical conversion into Class B Common Stock immediately prior to such liquidation event.

        Rank:    The Series C Preferred Stock generally ranks senior to the GFI Common Stock as well as the Company's Series A and B Preferred Stock, as to payment of dividends, voting, distributions of assets upon liquidation, dissolution or winding-up, whether voluntary or involuntary, or otherwise.

        Purchase Price Adjustment:    In the event that an IPO or certain other corporate events set forth in the Series C Preferred Stock purchase agreement have not taken place prior to the third anniversary of the issuance of the Series C Preferred Stock and the Company has not met certain earnings thresholds, the Company shall issue to the then-current holders of the Series C Preferred Stock 4,271,128 shares of Class B Common Stock, subject to adjustment, for each of the three years following the Series C Preferred Stock issuance date in which the thresholds were not met. Such shares of Class B Common Stock, if and when issued, shall be subject to redemption on similar terms as set forth above for the Series C Preferred Stock.

15.    STOCKHOLDERS' EQUITY

        As discussed in Note 3, the Company reorganized its operations on November 30, 2001. The transaction was accounted for in a manner similar to a pooling of interests, therefore all prior period amounts have been restated.

        GFI Group Inc.'s equity capital structure consists of Class A Common Stock, Class B Common Stock, Series A Convertible Preferred Stock and Series B Convertible Preferred Stock.

		Class A Common Stock Shares		Class B Common Stock Shares
Authorized			100,000,000		300,000,000
Issued:
	2001		50,000,000		16,454,332
	2002		5,991,541		25,980
	2003		—		—
Outstanding:
	January 1, 2001		—		80,000,000
	December 31, 2001		50,000,000		96,454,332
	December 31, 2002		55,991,541		96,480,312
	December 31, 2003		55,991,541		96,480,312
Par value per share		$	0.01	$	0.01

Capital transaction with JPI — During the fourth quarter of 2001, the Company issued 50,000,000 Class A Common Shares to JPI in connection with the Reorganization. As part of the Reorganization,

F-25

certain assets and liabilities of JPI were contributed to the Company, resulting in the assumption of a net liability by the Company (see Note 3).

Share Issuance — During the second quarter of 2001, the Company issued 15,733,851 Class B Common Shares at $2.00 per share in connection with the acquisition of Fenics and 720,481 Class B Common Shares with a value of $1,517 in connection with the acquisition of the remaining outstanding common stock of Commerex (see Note 5).

Share Issuance— During the second quarter of 2002, the Company issued 5,991,541 Class A Common Shares to JPI simultaneously with the closing of the issuance of the Series C Preferred Stock described in Note 14. The issuance of the Class A Common Shares was in full satisfaction of the Company's outstanding obligations to JPI arising out of the Reorganization.

Common Stock

        Each holder of GFI Common Stock is entitled to one vote per share on all matters submitted to a vote of stockholders. Subject to the rights of holders of the Company's preferred stock, the holders of GFI Common Stock are entitled to receive dividends when, as and if declared by GFI's board of directors. Except as described below, the shares of GFI Common Stock do not have any preemptive or other subscription rights, conversion rights or redemption or sinking fund provisions.

        Class A Common Stock:    In addition to the rights of the holders of Common Stock described generally above, the holders of GFI's Class A Common Stock have certain additional voting and veto rights, including the right to elect 60% of the directors of the Company.

        Each share of Class A Common Stock will be automatically converted into GFI Class B Common Stock at an initial conversion rate of one share of Class B Common Stock for each share of Class A Common Stock immediately prior to the closing of a qualified initial public offering ("IPO") or upon the majority election of the holders of the then outstanding shares of Class A Common Stock.

        Class B Common Stock:    In addition to the rights of the holders of Common Stock described generally above, the holders of GFI's Class B Common Stock, voting separately as a class, have the right to elect two of the directors of the Company.

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Preferred Stock

		Series A Convertible Preferred Stock				Series B Convertible Preferred Stock
		Shares		Amount		Shares		Amount
Authorized			28,000,000		—		2,000,000		—
Issued:
	2001		165,000	$	165		120,000	$	240
	2002		25,000		25		—		—
	2003		—		—		—		—
Outstanding:
	January 1, 2001		26,810,000	$	26,019		1,580,000	$	2,620
	December 31, 2001		26,975,000		26,184		1,700,000		2,860
	December 31, 2002		27,000,000		26,209		1,700,000		2,860
	December 31, 2003		27,000,000		26,209		1,700,000		2,860
Par value per share		$	0.01			$	0.01

Share Issuance — During the third quarter of 2001, the Company issued 145,000 Series A Convertible Preferred Shares for $145,000 and issued 20,000 Series A Convertible Preferred Shares as payment for professional services rendered with a value of $20,000. In addition, during the second quarter of 2001, the Company issued 120,000 Series B Convertible Preferred Shares as payment for acquired software.

Share Issuance — During the first quarter of 2002, the Company issued 25,000 Series A Convertible Preferred Shares for $25,000.

Series A Convertible Preferred Stock

        Conversion:    Each share of Series A Convertible Preferred Stock (the "Series A Preferred Stock") is convertible at the option of the holder thereof at any time into shares of Class B Common Stock of the Company at an initial conversion rate of one share of Class B Common Stock for each share of Series A Preferred Stock. In addition, each share of Series A Preferred Stock will be automatically converted into one share of Class B Common Stock, as adjusted for certain corporate events, upon the earlier to occur of an IPO or the majority election of the holders of the then outstanding shares of Series A Preferred.

        Dividends:    Before the payment of any dividends in respect of any shares of GFI Common Stock, the holders of the Series A Preferred Stock (on an as-if-converted to GFI Class B Common Stock basis) are entitled to share ratably with the holders of GFI Common Stock in certain dividends declared on the Class B Common Stock.

        Voting Rights:    The holders of GFI's Series A Preferred Stock, voting separately as a class, have certain voting and veto rights, including the right to elect one of the directors of the Company. In addition, the holders of Series A Preferred Stock have the right to vote, together with holders of Class B Common Stock as a single class, on all matters upon which the holders of Class B Common

F-27

Stock (other than the election of directors) are entitled to vote pursuant to applicable Delaware law or GFI's Certificate of Incorporation.

        Liquidation Preference:    In the event of any voluntary or involuntary liquidation, dissolution or winding-up of GFI, before any payment or distribution of the assets of GFI, or the proceeds thereof, may be made or set apart for the holders of any stock ranking junior to the Series A Preferred Stock upon liquidation, the holders of Series A Preferred Stock are entitled to receive a liquidating distribution of $1.00 per share, subject to adjustment, plus any accrued and unpaid dividends.

        Rank:    The Series A Preferred Stock generally ranks senior to the GFI Common Stock and on parity with the Series B Preferred Stock as to payment of dividends, voting, distributions of assets upon liquidation, dissolution or winding-up, whether voluntary or involuntary, or otherwise.

Series B Convertible Preferred Stock

        Conversion:    Each share of Series B Convertible Preferred Stock (the "Series B Preferred Stock") will be automatically converted into shares of Class B Common Stock, immediately prior to the closing of an IPO, at an initial conversion rate of one share of Class B Common Stock for each share of Series B Preferred Stock.

        Dividends:    Before the payment of any dividends in respect of any shares of GFI Common Stock, the holders of the Series B Preferred Stock (on an as-if-converted to GFI Class B Common Stock basis) are entitled to share ratably with the holders of GFI Common Stock in certain dividends declared on the Class B Common.

        Voting Rights:    Except as provided by law, the Series B Preferred Stock generally does not have any voting rights. To the extent the Series B Preferred Stock has voting rights, such stock is required to be voted equally with the shares of Class B Common Stock, and not as a separate class.

        Liquidation Preference:    In the event of any voluntary or involuntary liquidation, dissolution or winding-up of GFI, before any payment or distribution of the assets of GFI, or the proceeds thereof, may be made or set apart for the holders of any stock ranking junior to the Series B Preferred Stock upon liquidation, the holders of Series B Preferred Stock are entitled to receive a liquidating distribution of $1.50 per share, plus any accrued and unpaid dividends.

        Rank:    The Series B Preferred Stock generally ranks senior to the GFI Common Stock and on parity with the Series A Preferred Stock as to payment of dividends, voting, distributions of assets upon liquidation, dissolution or winding-up, whether voluntary or involuntary, or otherwise.

Dividends to JPI — Historically, GFI has paid dividends to JPI in amounts at least equal to the amount of corporate income taxes that would have been payable had JPI not been an S corporation. Amounts paid were $3,266, $4,536 and $0 for the years ended December 31, 2001, 2002 and 2003, respectively. The amount paid in 2002 related to JPI's tax liabilities for the 11-month period ended November 30, 2001. This amount represented a distribution that was declared prior to the reorganization for the benefit of JPI, the sole member of GLLC on the date that the distribution was declared. In addition, on October 1, 2001, GLLC paid a dividend to JPI of $30,000 in cash and accounts receivable (see Note 4).

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16.    COMMITMENTS AND CONTINGENCIES

        The Company has non-cancelable operating leases for computer hardware and software, communications equipment, and office space that expire on various dates through 2016. At December 31, 2003, the future minimum rental commitments under such leases are as follows:

2004	$	3,772
2005		3,532
2006		3,296
2007		3,141
2008		3,141
Thereafter		16,930
Total	$	33,812

        Many of the leases for office space contain escalation clauses that require payment of additional rent to the extent of increases in certain operating and other costs. Rent expense under the leases for the years ended December 31, 2001, 2002, and 2003 was $2,089, $4,077, and $3,990, respectively.

        The Company, through its subsidiary GFI UK Holdings, entered into lease agreements with an affiliate, which expire in 2016. Under these agreements, GFI UK Holdings is required to pay an annual rent of £500 ($893 at December 31, 2003, which is included in the future rental commitments table).

Litigation — In the normal course of business, the Company and certain subsidiaries included in the consolidated financial statements have been named as defendants in various lawsuits and proceedings and have been involved in certain regulatory examinations. Although the ultimate outcome of these matters cannot be ascertained at this time, it is the opinion of management, after consultation with counsel, that the resolution of such matters will not have a material adverse effect on the financial condition of the Company, but may be material to the Company's operating results for any particular period.

Risks and Uncertainties — The Company primarily generates its revenues by executing and facilitating transactions for counterparties. Revenues for these services are transaction based. As a result, the Company's revenues could vary based upon the transaction volume of securities, commodities, foreign exchange and derivative markets.

Guarantees — The Company, through its subsidiaries, is a member of certain exchanges and clearinghouses. Under the membership agreements, members are generally required to guarantee certain obligations. Additionally, if a member becomes unable to satisfy its obligations to the clearinghouse, other members may be required to meet shortfalls. To mitigate these performance risks, the exchanges and clearinghouses often require members to post collateral as well as meet certain minimum financial standards. The Company's maximum potential liability under these arrangements cannot be quantified. However, the potential for the Company to be required to make payments under these arrangements is unlikely. Accordingly, no contingent liability is recorded in the Consolidated Statement of Financial Condition for these arrangements.

17.    RETIREMENT PLANS

        In the United States, the Company has established the GFI Group 401(k) plan, pursuant to the applicable laws of the Internal Revenue Code. It is available to all eligible U.S. employees as stated in the plan document and is subject to the provisions of the Employee Retirement Income Security Act of 1974.

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Employees may voluntarily contribute a portion of their compensation, not to exceed the statutory limit. The Company did not make any contributions to the plan for the years ended December 31, 2001, 2002, or 2003.

        In the U.K. the Company has established two defined contribution plans pursuant to the applicable laws in the U.K. Employees of the U.K. subsidiaries may voluntarily designate a portion of their monthly compensation to be contributed, which the Company matches up to a certain percentage. The GFI Group Personal Pension Plans are open to all U.K. employees after the completion of three months of employment. Additionally, there is an Occupational Pension Plan which is available only to senior employees. The Company also matches contributions made under this plan. The Company has made aggregate contributions of $341, $796 and $959 in 2001, 2002 and 2003, respectively, for the GFI Group Personal Pension Plans and Occupational Pension Plan.

18.    STOCK OPTIONS

        As of December 31, 2003, the Company maintained two stock option plans: The GFI Group Inc. 2002 stock option plan (the "GFI Group Plan") and the GFInet inc. 2000 stock option plan (the "GFInet Plan"). Under each plan: options may be granted to employees, non-employee directors or consultants to the Company; both incentive and non-qualified stock options are available for grant; options are issued with terms up to ten years from date of grant; and options are generally issued with an exercise price equal to or greater than the fair market value at the time the option is granted. In addition to these terms, both the GFI Group Plan and the GFInet Plan contain events that must occur prior to any options becoming exercisable. Options outstanding under both plans will be exercisable into Class B Common Stock.

        The exercisability of options issued under the GFI Group Plan is contingent upon the Company completing an initial public offering of the Company's common stock. In the event that an initial public offering is not consummated prior to the expiration of the term, the stock option will terminate. Pursuant to the requirements of APB 25, the measurement date for options issued under the GFI Group Plan is later than the grant date; therefore, the measurement date for options issued prior to January 1, 2003 will occur as of the date of the consummation of an initial public offering. Subsequent to December 31, 2003, the Company amended all outstanding options issued under the GFI Group Plan prior to January 1, 2003 to extend the term of each option. These amendments were accounted for as modifications under SFAS 123. Pursuant to the requirements of SFAS 123, options issued on or after January 1, 2003 are measured at fair value at the date of grant. All options modified after January 1, 2003 are measured at the incremental fair value of the options calculated on the date of modification, in addition to the amount calculated as fair value on the date of grant. For options issued on or modified after January 1, 2003, compensation expense measured on the date of grant or modification will not be recorded until the consummation of an initial public offering. Upon consummation of an initial public offering, compensation expense related to options issued during the year ended December 31, 2003 will not have a material effect on the consolidated financial statements in the interim or annual period in which the initial public offering occurs nor in any future periods. Upon consummation of an initial public offering, compensation expense related to options issued or modified subsequent to December 31, 2003 may have a material impact in the interim period in which an initial public offering occurs. Management is unable to estimate the impact on the interim period until such initial public offering occurs because the expense to be recorded is dependent on the vested portion of options at that date.

F-30

        The exercisability of options issued under the GFInet Plan is contingent upon the earlier of the Company completing an initial public offering of the Company's common stock, or the date upon which certain limited liability companies that have purchased our capital stock distribute such capital stock to their members. Pursuant to their respective limited liability agreements, each limited liability company will dissolve, and any shares of our capital stock that it held would be distributed to its members on June 30, 2005 unless a registration statement is filed with the SEC with respect to a qualified initial public offering, in which case the distribution date shall be extended to the earlier of eighteen months after the initial filing of a registration statement, withdrawal of the registration statement or the actual dissolution of the limited liability companies. In the event an initial public offering has not occurred and employees exercise options, stockholders will be bound by certain restrictions, including the passage of time, prior to resale. The measurement date for all options issued under the GFInet Plan was the date of grant. During 2001, options were issued under the GFInet Plan with exercise prices below the fair market value of the stock at the date of grant. Accordingly, $216, $271 and $44 was recognized as compensation expense during the years ended December 31, 2001, 2002 and 2003, respectively.

        The fair value of the options granted under both the GFI Group Plan and GFInet Plan was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: (i) dividend yield of 0%; (ii) expected term of five years; (iii) volatility of 0%; and (iv) an average risk-free interest rate of 4.5%, 3.7% and 2.9% for the years ended December 31, 2001, 2002 and 2003, respectively. Options under both plans vest ratably over a period of two to four years.

        All repriced and modified options are reflected as cancellations and grants in all the summaries below of stock option transactions.

        A summary of stock option transactions is as follows:

		GFI Group Plan				GFInet Plan
		Options		Weighted Average Exercise Price		Options		Weighted Average Exercise Price
Outstanding January 1, 2001		—		$	—	12,998,000		$	1.19
	Granted	—			—	5,576,048			1.61
	Terminated	—			—	(182,000	)		1.11
Outstanding December 31, 2001		—			—	18,392,048			1.32
	Granted	6,221,740			1.25	1,513,000			1.30
	Terminated	(63,500	)		1.25	(3,427,373	)		1.39
Outstanding December 31, 2002		6,158,240			1.25	16,477,675			1.30
	Granted	1,979,000			1.25	—			—
	Terminated	(503,500	)		1.25	(1,566,295	)		1.50
Outstanding December 31, 2003		7,633,740			1.25	14,911,380			1.28
	Granted (Unaudited)	9,381,240	*		1.25	1,340,000			1.26
	Terminated (Unaudited)	(5,898,240	)		1.25	(2,004,610	)		1.51
Outstanding June 30, 2004 (Unaudited)		11,116,740			1.25	14,246,770			1.24

*

Included in the number of options granted under the GFI Group Plan during the six months ended June 30, 2004 are options to purchase 500,000 shares of the Company's common stock with an exercise price equal to the initial public offering price and options to purchase 618,000 shares of the Company's common stock with an exercise price equal to the initial public offering price; provided however, if the Company has not completed an initial public offering prior to June 30, 2005, then the exercise price for such options will be $1.25. The exercise prices were assumed to be $1.25 at the date of grant for purpose of disclosure in this table only and will be subsequently adjusted to reflect the initial public offering price.

F-31

        The following table summarizes information about the GFI Group Plan options as of December 31, 2003:

	Stock Options Outstanding				Stock Options Exercisable
Exercise Price	Options Outstanding as of December 31, 2003	Weighted Average Remaining Life (Years)	Weighted Average Exercise Price		Number Exercisable as of December 31, 2003	Weighted Average Exercise Price
$1.25	7,633,740	8.70	$	1.25	—	—

        The following table summarizes information about the GFInet Plan options as of December 31, 2003:

	Stock Options Outstanding				Stock Options Exercisable
Exercise Price	Options Outstanding as of December 31, 2003	Weighted Average Remaining Life (Years)	Weighted Average Exercise Price		Number Exercisable as of December 31, 2003	Weighted Average Exercise Price
$1.00	10,267,880	6.47	$	1.00	—	—
1.25	940,000	6.97		1.25	—	—
1.50	332,000	7.01		1.50	—	—
2.00	2,660,500	7.16		2.00	—	—
2.25	35,000	7.02		2.25	—	—
2.50	676,000	6.69		2.50	—	—

        The following table summarizes information about the GFI Group Plan options as of June 30, 2004 (unaudited):

	Stock Options Outstanding					Stock Options Exercisable
Exercise Price	Options Outstanding as of June 30, 2004		Weighted Average Remaining Life (Years)	Weighted Average Exercise Price		Number Exercisable as of June 30, 2004	Weighted Average Exercise Price
$1.25	11,116,740	*	9.68	$	1.25	—	—

*

Included in the number of options granted under the GFI Group Plan during the six months ended June 30, 2004 are options to purchase 500,000 shares of the Company's common stock with an exercise price equal to the initial public offering price and options to purchase 618,000 shares of the Company's common stock with an exercise price equal to the initial public offering price; provided, however, if the Company has not completed an initial public offering prior to June 30, 2005, then the exercise price for such options will be $1.25. The exercise prices were assumed to be $1.25 at the date of grant for purpose of disclosure in this table only and will be subsequently adjusted to reflect the initial public offering price.

F-32

        The following table summarizes information about the GFInet Plan options as of June 30, 2004 (unaudited):

	Stock Options Outstanding				Stock Options Exercisable
Exercise Price	Options Outstanding as of June 30, 2004	Weighted Average Remaining Life (Years)	Weighted Average Exercise Price		Number Exercisable as of June 30, 2004	Weighted Average Exercise Price
$1.00	9,889,770	5.56	$	1.00	—	—
1.25	1,310,000	8.24		1.25	—	—
1.50	345,500	6.51		1.50	—	—
2.00	2,225,500	6.60		2.00	—	—
2.25	5,000	6.51		2.25	—	—
2.50	471,000	6.11		2.50	—	—

Fenics Plan — In addition, the Company maintained the Fenics 2000 Employee Stock Option Plan (the "Fenics Plan") which was dissolved during the year ended December 31, 2002. Under the Fenics Plan: options were granted to employees of Fenics; non-qualified options were granted; options were issued with terms of up to ten years from date of grant; and options were issued with an exercise price equal to or greater than the fair market value at the time the option was granted.

        The fair value of the options granted under the Fenics Plan were estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: (i) dividend yield of 0%; (ii) expected term of ten years; (iii) volatility of 0%; and (iv) a weighted average risk-free interest rate of 5.11%. Options vested ratably over a period of two to four years.

        A summary of stock option transactions for the Fenics Plan is as follows:

		Fenics Plan
		Options		Weighted Average Exercise Price
Outstanding January 1, 2001		735,528		$	2.30
	Terminated	(233,576	)		2.25
Outstanding December 31, 2001		501,952			2.32
	Terminated	(501,952	)		2.32
Outstanding December 31, 2002		—			—

        At December 31, 2003, the Fenics Plan had no options outstanding or exercisable.

Warrant — At December 31, 2003, there was one warrant outstanding to purchase one million shares of Class B Common Stock at $1.00 per share. The warrant was issued in June 2000 to Newnetco LLC as compensation primarily for consulting services relating to the Company's efforts to develop its technology. The warrant became exercisable in May 2002 and expires on June 15, 2005. The warrant vested equally over a period of 18 months on a monthly basis beginning on June 15, 2000.

F-33

19.    FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK

        The Company, through GLLC and GFInet and their primary subsidiaries, operates as an inter-dealer broker. In this role, the Company is interposed between buyers and sellers ("counterparties"). Brokerage transactions facilitated by the Company are settled primarily between the counterparties on a give-up basis. Those transactions not settled in this manner are transacted on a matched principal basis and are cleared through various clearing organizations. In the event of counterparty nonperformance, the Company may be required to purchase or sell financial instruments at unfavorable market prices, which may result in a loss to the Company. The Company does not anticipate nonperformance by counterparties. The Company monitors its credit risk daily and has a policy of reviewing regularly the credit standing of counterparties with which it conducts business.

        Unsettled transactions (i.e., securities failed-to-receive and securities failed-to-deliver) are attributable to matched-principal transactions executed by subsidiaries and are recorded at contract value. Cash settlement is achieved upon receipt or delivery of the security. In the event of nonperformance, the Company may purchase or sell the security in the market and seek reimbursement for losses from the contracted counterparty.

20.    FAIR VALUE OF FINANCIAL INSTRUMENTS

        Substantially all of the Company's assets and liabilities are carried at fair value or contracted amounts that approximate fair value. Assets and liabilities that are recorded at contracted amounts approximating fair value consist primarily of receivables from and payables to brokers, dealers and clearing organizations. These receivables and payables are short term in nature and have subsequently substantially all settled at the contracted amounts. The Company's debt obligations are carried at historical amounts. The fair value of the Company's debt obligations was estimated using market rates of interest available to the Company for debt obligations of similar types and approximates the carrying value at December 31, 2002 and 2003 and June 30, 2004. The Company's derivatives are summarized below, showing the fair value of the related assets and liabilities included in other assets or other liabilities in the Consolidated Statement of Financial Condition as of December 31, 2002 and 2003 and June 30, 2004:

	December 31,
Asset/(Liabilities)							June 30,
	2002			2003			2004
							(unaudited)
Forward Exchange Contracts	$	1,360		$	716		$	1,740
Fenics Purchase Obligation		(650	)		(452	)		(524	)

21.    REGULATORY REQUIREMENTS

        SLLC is a registered broker-dealer with the Securities and Exchange Commission and the National Association of Securities Dealers, Inc. ("NASD"). Also, SLLC is a registered introducing broker with the National Futures Association and the Commodity Futures Trading Commission. Accordingly, SLLC is subject to the Net Capital rules under the Securities Exchange Act of 1934 and the NASD, and SLLC is subject to the Net Capital rules under the Commodity Exchange Act. Under these rules, SLLC is required to maintain minimum Net Capital of not less than the greater of $250 or 2% of aggregate debits, as defined.

F-34

        On November 30, 2003, SLLC merged with Inter-Dealer Brokers LLC, a wholly-owned subsidiary of GFInet, and a registered broker-dealer. This merger was accounted for in a manner similar to a pooling of interests. SLLC was the surviving entity of the merger.

        At December 31, 2003, SLLC had Net Capital and Excess Net Capital as follows:

	SLLC
Net Capital at December 31, 2003	$	17,404
Minimum Net Capital		250
Excess Net Capital	$	17,154

        GFI Brokers Limited ("Brokers"), GFI Securities Limited ("Securities") and GFInet U.K. Limited ("Net UK") are subject to the capital requirements of the Financial Services Authority in the United Kingdom. Under this rule, minimum capital, as defined, must be maintained as follows:

	Brokers		Securities		Net UK
Net Capital at December 31, 2003	$	12,546	$	17,384	$	17,575
Minimum Net Capital Required		3,539		4,997		7,864
Excess Net Capital	$	9,007	$	12,387	$	9,711

        GFI (HK) Securities LLC is subject to the capital requirements of the Securities and Futures Commission in Hong Kong, which require that GFI (HK) Securities LLC maintain minimum capital, as defined, of approximately $386. At December 31, 2003, GFI (HK) Securities LLC had capital of approximately $1,698, which exceeded the minimum requirement by approximately $1,312.

        Regulatory rules may restrict the Company's ability to withdraw capital from its regulated subsidiaries. The Company's regulated subsidiaries were in compliance with all minimum net capital requirements as of June 30, 2004.

22.    GEOGRAPHIC INFORMATION

        The Company offers its products and services in the United States, the United Kingdom and the Asia-Pacific region.

F-35

        Information regarding revenue for the years ended December 31, 2001, 2002 and 2003, and information regarding long-lived assets (defined as property, equipment, leasehold improvements and software inventory) in geographic areas as of December 31, 2002 and 2003 are as follows:

	For the year ended December 31,
	2001		2002		2003
Revenues:
United States	$	93,446	$	114,905	$	101,666
United Kingdom		115,015		144,120		143,911
Asia-Pacific		11,897		16,195		20,267
Total	$	220,358	$	275,220	$	265,844

	As of December 31,
	2002		2003
Long-lived Assets, as defined:
United States	$	28,942	$	29,021
United Kingdom		3,209		2,907
Asia-Pacific		677		685
Total	$	32,828	$	32,613

        Revenues are attributed to geographic areas based on the location of the Company's brokers.

23.    OTHER INCOME

        On February 28, 2002, the Company sold its U.S. treasury repurchase agreement brokerage desk for $1,350.

        During the year ended December 31, 2002, the Company received insurance proceeds related to business interruption in connection with the September 11, 2001 terrorist attacks in New York City of approximately $1,700.

        In the normal course of business, the Company does not enter into derivative contracts for speculative purposes. During the period from June 2002 to July 2003, the Company entered into foreign currency forward contracts for terms of not more than eighteen months to mitigate its exposure of foreign currency exchange rate fluctuations. The Company protects itself from adverse currency rate fluctuations in firmly committed and projected future foreign currency transactions. These forward contracts were primarily denominated in United States Dollars and Euros and were convertible into British Pounds. All derivative contracts, such as foreign exchange contracts, are recorded at their fair value; therefore, gains (losses) of $0, $1,615 and ($1,360) on such instruments are included in the Consolidated Statement of Operations as other income for the years ended December 31, 2001, 2002 and 2003, respectively.

F-36

24.    DERIVATIVES AND HEDGING ACTIVITIES

        The Company is exposed to changes in the U.S. Dollar compared to the British Pound and the Euro for anticipated sales and expenses in those currencies. The risk management policy of the Company is to manage transactional foreign exchange exposure through the use of foreign exchange forward contracts. In July 2003, the Company entered into a series of eighteen foreign exchange forward contracts, each settling monthly over an eighteen month period, to hedge certain transactions denominated in foreign currencies between the contract date and their ultimate settlement. In April 2004, the Company entered into another foreign exchange forward contract that settles on September 30, 2004. These contracts have been designated as cash flow hedges. The derivatives are recorded in the Consolidated Statements of Financial Condition at fair value in other assets or other liabilities. Gains and losses on the effective portion of the hedges as well as on the underlying items being hedged are recorded to other expenses in the Consolidated Statements of Operations. For the year ended December 31, 2003 and the six months ended June 30, 2004, there was no hedge ineffectiveness. For the year ended December 31, 2003, and the six months ended June 30, 2004, unrealized gains before tax totaling $716 and $566, respectively, were recorded as other comprehensive income. There has been no discontinuance of cash flow hedges that would require a reclassification of gains into earnings. Management does not anticipate any events or transactions that would result in the reclassification into earnings of gains and losses that are reported in accumulated other comprehensive income due to hedge discontinuance.

        The Company does not hold or issue financial instruments for trading purposes. The counterparty with whom the Company trades foreign exchange contracts is a major international financial institution. The Company monitors its positions with and the credit quality of this financial institution and does not expect nonperformance by the counterparty.

25.    OTHER COMPREHENSIVE INCOME (LOSS)

			For the year ended December 31,									For the six months ended June 30,
			2001			2002			2003			2003			2004
												(unaudited)
Unrealized gain on foreign exchange forward contracts
	Current Period Change:
		Before Tax Amount	$	—		$	—		$	716		$	—		$	566
		Tax Expense (Benefit)		—			—			(299	)		—			(236	)
		After Tax Amount	$	—		$	—		$	417		$	—		$	330
Foreign currency translation adjustment
		Before Tax Amount	$	277		$	(97	)	$	(496	)	$	482		$	(465	)
		Tax Expense (Benefit)		(116	)		40			207			(201	)		194
		After Tax Amount	$	161		$	(57	)	$	(289	)	$	281		$	271

F-37

26.    RELATED PARTY TRANSACTIONS

Loan Notes Payable

        As disclosed in Note 4, loan notes payable included the following balances due to related parties, as of December 31, 2002 and 2003:

	2002		2003
JPI Loan Note:
Tranche A	$	2,500	$	—
Tranche B		9,250		9,250
Total	$	11,750	$	9,250

        On October 1, 2001, GLLC paid a dividend to JPI for $30,000 in the form of cash and accounts receivable. Simultaneously, JPI loaned the cash and accounts receivables back to GLLC for a two tranche loan note and an agency note bearing interest of one month LIBOR plus 2.75%, 3.75% and 4.75% at December 31, 2001, 2002 and 2003, respectively.

        Interest expense on the outstanding related party loan notes was $315, $939, $634, $314 and $280 for the years ended December 31, 2001, 2002 and 2003 and the six months ended June 30, 2003 and 2004, respectively.

Capital Transactions with JPI

        During the fourth quarter of 2001, the Company issued 50,000,000 Class A Common Shares to JPI in connection with the Reorganization. See Note 3 and Note 5.

Office lease arrangements with affiliates

        The Company, through its subsidiary GFI UK Holdings, entered into lease agreements with an affiliate, which expire in 2016. Under these agreements, GFI UK Holdings is required to pay an annual rent of £500 ($893 at December 31, 2003, which is included in the future rental commitments table disclosed in Note 16 Commitments and Contingencies).

27.    RESTATEMENT OF EARNINGS PER SHARE

        Subsequent to the issuance of the Company's consolidated financial statements for the year ended December 31, 2003, management became aware that the basic earnings per share amounts on the consolidated statement of operations and the related note required restatement to include the impact of participating convertible securities on the basic earnings per share calculation in accordance with EITF D-95, Effect of Participating Convertible Securities on the Computation of Basic Earnings per Share. Specifically the Company's Series A and B Convertible Preferred Shares and Series C Redeemable Convertible Preferred Shares should be included in the calculation of basic weighted average shares outstanding since each are convertible into the Company's common stock and are eligible to participate in earnings of the Company. Accordingly, the Company has restated its previously issued consolidated statements of operations for the years ended December 31, 2002 and 2003.

F-38

        A summary of the effects of the restatement of the Company's consolidated statements of operations are as follows:

		For the Year Ended December 31,
		2002				2003
		As Previously Reported		As Restated		As Previously Reported		As Restated
NET INCOME (LOSS)		$	12,274	$	12,274	$	14,464	$	14,464
	Basic earnings per share	$	0.08	$	0.06	$	0.09	$	0.07
	Diluted earnings per share	$	0.06	$	0.06	$	0.07	$	0.06
	Weighted average shares outstanding—basic		149,975,864		199,217,646		152,471,853		216,545,557
	Weighted average shares outstanding—diluted		200,294,204		201,698,411		221,893,243		225,087,813

        As discussed in Note 13, the Company adopted the provisions of EITF Issue 03-6 requiring the use of the two-class method for calculating basic earnings per share. As required by EITF Issue 03-6, basic earnings per share was recast for all periods presented. As such, the amounts previously disclosed as "weighted-average shares outstanding—basic" have been changed from the amounts presented above of 199,217,646 and 216,545,557 to 149,975,864 and 152,471,853 for the years ended December 31, 2002 and 2003, respectively, to reflect the change due to participating securities.

        In preparing the calculation for adoption of EITF Issue 03-6, the Company determined that immaterial changes to weighted average shares outstanding were required. Such immaterial changes have been reflected in the table above.

28.    SUBSEQUENT EVENTS

        On August 23, 2004, the Company entered into a loan agreement with Bank of America N.A. and certain other lenders (the "2004 Credit Facility"). The 2004 Credit Facility provides for a multicurrency revolving cash facility in a principal amount of $80,000, which includes a letter of credit facility with a sub-limit of $30,000. The 2004 Credit Facility can be increased to $100,000 with the consent of the lenders. The 2004 Credit Facility matures on April 1, 2007 unless the Series C Preferred Stock is converted into common stock prior to such date, in which case the maturity date will be August 23, 2007. Revolving loans may be either base rate loans or currency rate loans. Currency rate loans and the letters of credit bear interest at the annual rate of LIBOR plus the applicable margin in effect for that interest period. Base rate loans bear interest at a rate per annum equal to a base rate plus the applicable margin in effect for that interest period. As long as no default has occurred under the 2004 Credit Facility, the applicable margin for both the base rate and currency rate loans is based on a matrix that varies with a ratio of outstanding debt to EBITDA, as defined in the 2004 Credit Facility. Initially the applicable margin will be .50% for base rate loans and 1.75% for currency rate loans. Amounts outstanding under the 2004 Credit Facility are secured by substantially all the assets of the Company and certain assets of the Company's subsidiaries. The 2004 Credit Facility contains certain financial and other covenants.

        The outstanding borrowings and interest under the 2002 Credit Facility were repaid in full on August 23, 2004 with proceeds of the 2004 Credit Facility and the 2002 Credit Facility was cancelled in its entirety. As of August 31, 2004, amounts outstanding under the 2004 Credit facility were $41,500 under the revolving portion and $6,500 pursuant to letters of credit.

F-39

                Shares

Common Stock

PROSPECTUS

                        , 2004

Joint Book-Running Managers

Citigroup Merrill Lynch & Co.

Banc of America Securities LLC

JPMorgan

Jefferies & Company, Inc.

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13: Other Expenses of Issuance and Distribution

        The following table sets forth the expenses (other than the underwriting discount and commissions) expected to be incurred by the registrant while issuing and distributing the securities registered pursuant to this Registration Statement. All amounts other than the SEC registration fee, NASD filing fee and Nasdaq National Market listing fee are estimates.

Registration fee		$	14,571
NASD filing fee			12,000
Nasdaq National Market listing fee			*
Legal fees and expenses			*
Accounting fees and expenses			*
Printing and engraving			*
Directors and Officers Insurance			*
Blue sky fees and expenses (including legal fees)			*
Transfer agent fees			*
Miscellaneous			*
	Total	$	*

*

To be provided by Amendment.

Item 14: Indemnification of Directors and Officers

        Section 145 of the Delaware General Corporation Law permits indemnification of the Registrant's officers and directors under certain conditions and subject to certain limitations. Section 145 of the Delaware General Corporation Law also provides that a corporation has the power to purchase and maintain insurance on behalf of its officers and directors against any liability asserted against such person and incurred by him or her in such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability under the provisions of Section 145 of the Delaware General Corporation Law.

        Article 5 of the Registrant's bylaws provides that the Registrant will indemnify its directors and executive officers to the fullest extent authorized by the Delaware General Corporation Law. The rights to indemnity thereunder continue as to a person who has ceased to be a director, officer, employee or agent and inure to the benefit of the heirs, executors and administrators of the person. In addition, expenses incurred by a director or executive officer in defending any civil, criminal, administrative or investigative action, suit or proceeding by reason of the fact that he or she is or was a director or officer of the Registrant (or was serving at the Registrant's request as a director or officer of another corporation) will be paid by the Registrant in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it will ultimately be determined that he or she is not entitled to be indemnified by the Registrant as authorized by the relevant section of the Delaware General Corporation Law.

        As permitted by Section 102(b)(7) of the Delaware General Corporation Law, Article 9 of the Registrant's certificate of incorporation provides that a director of the Registrant will not be personally liable for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Registrant or its stockholders, (ii) for acts or omissions not in good faith or acts or omissions that involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law or (iv) for any transaction from

II-1

which the director derived any improper personal benefit. The Registrant has purchased directors' and officers' liability insurance. We believe that this insurance is necessary to attract and retain qualified directors and officers.

        The underwriting agreement (Exhibit 1.1 hereto) contains provisions by which the underwriters have agreed to indemnify the Registrant, each person, if any, who controls the Registrant within the meaning of Section 15 of the Securities Act, each director of the Registrant, and each officer of the Registrant who signs this registration statement, and each selling stockholder with respect to information furnished in writing by or on behalf of the underwriters for use in the registration statement.

Item 15: Recent Sales of Unregistered Securities

        The following is a summary of transactions by the Registrant during the past three years, adjusted to reflect the Registrant's 1-for-             reverse stock split that will occur prior to the commencement of this offering, involving sales and issuances of securities that were not registered under the Securities Act of 1933.

        On November 30, 2001, the Registrant completed the planned reorganization of our then-existing corporate structure. As part of this reorganization:

•

The Registrant issued 50 million shares of our Class A Common Stock to Jersey Partners in consideration for the contribution by Jersey Partners to us of 99% of its membership interests in GFI Group LLC and the redemption and reissuance of 1% of such membership interests to GFInet inc. The issuance of these securities in connection with the reorganization was exempt from registration under the Securities Act in reliance on Section 4(2) of the Securities Act and Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering.



•

GFInet merged into a wholly-owned subsidiary of ours, with GFInet remaining as the surviving company. The Registrant issued 96,454,332 shares of our Class B Common Stock to the common stockholders of GFInet, who surrendered all of their shares of GFInet common stock in exchange for an equivalent number of shares of our Class B Common Stock. The Registrant issued 27,000,000 shares of Series A Preferred Stock and 1,700,000 shares of Series B Preferred Stock to the preferred stockholders of GFInet, who surrendered all of their shares of such series of GFInet convertible preferred stock in exchange for an equivalent number of shares of such series of our convertible preferred stock. The issuance of these securities in connection with the reorganization was exempt from registration under the Securities Act in reliance on Section 4(2) of the Securities Act and Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering.



•

The Registrant's subsidiary, GFI Group LLC, paid a dividend of $30 million in cash and certain accounts receivable to its then-parent Jersey Partners. In exchange for a loan of this cash and accounts receivable from Jersey Partners, GFI Group LLC issued to Jersey Partners two term notes in the original principal amounts of $5 million and $20 million and an agency note in the original principal amount of $5 million (which was repaid in full by GFI Group LLC in 2002). The issuance of these notes was exempt from registration under the Securities Act in reliance on Section 4(2) of the Securities Act as a transaction by an issuer not involving a public offering.



•

On June 3, 2002, the Registrant issued 5,991,541 shares of Class A Common Stock to Jersey Partners in full satisfaction of the Registrant's obligations to Jersey Partners for post-closing adjustments to the exchange of stock that took place in the reorganization. The issuance of these securities was exempt from registration under the Securities Act in reliance on Section 4(2) of the Securities Act as a transaction by an issuer not involving a public offering.

II-2

        On June 3, 2002, the Registrant issued and sold 35,373,704 shares of its Series C Convertible Preferred Stock, par value $.01 per share to a limited number of institutional "accredited investors" (as defined in Rule 501(A)(1), (2), (3) or (7) under the Securities Act). The issuance of these securities was exempt from registration under the Securities Act in reliance on Section 4(2) of the Securities Act and Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering. Citigroup Global Markets acted as the Registrant's private placement agent for this transaction and was paid a placement agency fee of approximately $2.4 million.

        On April 23, 2002, the Registrant issued 25,980 shares of Class B Common Stock to Brown Brothers Harriman & Co. The issuance of these securities was exempt from registration under the Securities Act in reliance on Section 4(2) of the Securities Act as a transaction by an issuer not involving a public offering.

        From January 1, 2001 to June 30, 2004, the Registrant granted options to purchase 17,767,788 shares of its common stock to its directors, officers and employees pursuant to its stock option plans at exercise prices ranging from $1.00 per share of common stock to $2.50 per share of common stock (which range excludes an option to purchase 500,000 shares of common stock at an exercise price equal to the offering price of this offering), pursuant to exemptions from registration provided by Rule 701 and/or Section 4(2) under the Securities Act.

Item 16: Exhibits and Financial Statements; Schedules

(a)

Exhibits:

NUMBER	DESCRIPTION
1.1*	Form of Underwriting Agreement
3.1	Restated Certificate of Incorporation of the Registrant, as currently in effect
3.2*	Form of Second Amended and Restated Certificate of Incorporation of the Registrant, to be filed upon the closing of this offering
3.3	Amended and Restated Bylaws of the Registrant, as currently in effect
3.4*	Form of Second Amended and Restated Bylaws of the Registrant, to be effective upon the closing of this offering
4.1*	See Exhibits 3.2 and 3.4 for provisions of the Second Amended and Restated Certificate of Incorporation and Second Amended and Restated Bylaws for the Registrant defining the rights of holders of Common Stock of the Registrant
4.2*	Specimen Stock Certificate
4.3	Amended and Restated Stockholders Agreement, dated as of June 3, 2002, among the Registrant and the stockholders named therein
4.4	Series A Registration Rights Agreement, dated as of March 10, 2000, between the Registrant and the parties named therein, as amended by the Amendment Agreement dated as of November 30, 2001, by and among the Registrant, GFInet inc. and the parties named therein, as amended by Amendment No. 2 to the Registration Rights Agreement dated as of June 3, 2002, by and among the Registrant and the parties named therein
4.5	Series B Registration Rights Agreement, dated as of June 1, 2000, between the Registrant and the parties named therein, as amended by the Amendment Agreement dated as of November 30, 2001, by and among the Registrant, GFInet inc. and the parties named therein, as amended by Amendment No. 2 to the Registration Rights Agreement dated as of June 3, 2002, by and among the Registrant and the parties named therein

II-3

4.6	Series C Registration Rights Agreement, dated as of June 3, 2002, between the Registrant and the parties named therein
4.7	Warrant dated July 15, 2000 issued to Newnetco LLC
5.1**	Opinion of Milbank, Tweed, Hadley & McCloy LLP with respect to the validity of the securities offered
10.1	Credit Agreement, dated August 23, 2004, among the Registrant and GFI Holdings Limited, as borrowers, subsidiaries of the Registrant named therein, as guarantors, Bank of America, N.A., as administrative agent, Barclays Bank Plc, as syndication agent, the other lenders party thereto and Bank of America Securities LLC, as sole lead arranger and sole book running manager
10.2	Domestic Security Agreement, dated August 23, 2004, by the Registrant, GFI Group LLC, GFInet inc., GFI Brokers LLC, Interactive Ventures LLC and Fenics Software Inc. as grantors, in favor of Bank of America, N.A., as administrative agent
10.3	Debenture, dated August 23, 2004, by GFI Holdings Limited and the other subsidiaries named therein, as chargors, in favor of Bank of America, N.A., as administrative agent
10.4	Employment Agreement, dated as of July 17, 2000, between the Registrant and Donald P. Fewer, as amended by the First Amendment to Employment Agreement dated as of March 11, 2004
10.5	Employment Agreement, dated as of May 1, 2002, between the Registrant and Stephen McMillan
10.6	Employment Agreement, dated as of November 18, 2002, between the Registrant and James A. Peers
10.7	2002 Stock Option Plan
10.8	2000 Stock Option Plan
10.9	GFI Group Occupational Pension Plan
10.10	Guardian Trust of GFI Brokers Limited
11.1*	Statement regarding computation of earnings per share
21.1*	List of subsidiaries of the Registrant
23.1	Consent of Independent Registered Public Accounting Firm
23.2	Consent of Counsel (included in Exhibit 5.1)
24.1**	Power of Attorney

*

To be filed by amendment.

**

Previously filed

(b)

Financial Statement Schedule:

Schedule I — Condensed Financial Information of GFI Group Inc. (Parent Company Only) at December 31, 2002 and 2003 and for each of the three years in the period ended December 31, 2003.

II-4

        Schedules other than those referred to above have been omitted because they are not applicable, are not required or because the information is included elsewhere in the Registrant's consolidated financial statements or the notes thereto.

Item 17: Undertakings

        The following undertakings correspond to the specified paragraph designation from Item 512 of Regulation S-K.

        (a)    Equity Offering of Nonreporting Registrant.    The undersigned Registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

        (b)    Acceleration of Effectiveness.    Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

        (c)    Rule 430A.    The undersigned Registrant hereby undertakes that:

        (1)   For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act will be deemed to be part of this registration statement as of the time it was declared effective.

        (2)   For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus will be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time will be deemed to be the initial bona fide offering thereof.

II-5

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused Amendment No. 2 to this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York and state of New York, on the 16th day of September, 2004.

GFI GROUP INC.
By:	/s/  J. CHRISTOPHER GIANCARLO
	Name:	J. Christopher Giancarlo
	Title:	Executive Vice President — Corporate Development

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 2 to the registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  MICHAEL GOOCH* Michael Gooch	Chairman of the Board and Chief Executive Officer (principal executive officer)	September 16, 2004
/s/  COLIN HEFFRON* Colin Heffron	President and Director	September 16, 2004
/s/  DONALD P. FEWER* Donald P. Fewer	Senior Managing Director — Head of North America and Director	September 16, 2004
/s/  STEPHEN MCMILLAN* Stephen McMillan	Senior Managing Director — Head of Europe and Director	September 16, 2004
/s/  JAMES A. PEERS James A. Peers	Chief Financial Officer (principal financial and accounting officer)	September 16, 2004
/s/  GEOFFREY KALISH* Geoffrey Kalish	Director	September 16, 2004
/s/  CHRISTOPHER PIKE* Christopher Pike	Director	September 16, 2004
/s/  ROBERT TAYLOR* Robert Taylor	Director	September 16, 2004
/s/  JOHN W. WARD* John W. Ward	Director	September 16, 2004

*By: /s/  J. CHRISTOPHER GIANCARLO J. Christopher Giancarlo Attorney-in-fact September 16, 2004

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Schedule I

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of
GFI Group Inc.

We have audited the consolidated financial statements of GFI Group Inc. and subsidiaries (the "Company") as of December 31, 2003 and 2002, and for each of the three years in the period ended December 31, 2003, and have issued our report thereon dated June 15, 2004 (September 15, 2004 as to Notes 13, 27 and 28) (included elsewhere in this Registration Statement which expresses an unqualified opinion and includes an explanatory paragraph relating to the restatement described in Note 27 in the same report). Our audits also included the financial statement schedule listed in Item 16 of this Registration Statement. This financial statement schedule is the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, such financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

/s/ Deloitte & Touche LLP
New York, New York
June 15, 2004 (September 15, 2004 as to Note 5)

S-1

GFI GROUP INC.
(Parent Company Only)

CONDENSED STATEMENTS OF FINANCIAL CONDITION
DECEMBER 31, 2002 AND 2003
(In thousands)

			2002		2003
Assets:
	Cash and cash equivalents		$	17,065	$	11,782
	Investments in subsidiaries, equity basis			23,502		39,704
	Advances to subsidiaries			40,492		54,980
	Other assets			283		226
		Total assets	$	81,342	$	106,692
Liabilities, Redeemable Convertible Preferred Stock and Stockholders' Equity:
	Notes payable, net		$	28,105	$	38,747
	Other liabilities			52		124
				28,157		38,871
	Commitments and contingencies			—		—
	Redeemable convertible preferred stock			30,043		30,043
	Stockholders' equity			23,142		37,778
Total liabilities, redeemable convertible preferred stock and stockholders' equity			$	81,342	$	106,692

See notes to condensed financial statements.

S-2

GFI GROUP INC.

(Parent Company Only)

CONDENSED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2001, 2002 AND 2003
(In thousands)

			2001			2002		2003
REVENUES:
	Income (loss) from subsidiaries		$	(31,816	)	$	12,677	$	15,297
	Interest income			—			161		138
		Total revenues		(31,816	)		12,838		15,435
EXPENSES:
	Interest expense			—			849		1,489
	Other expenses			—			174		183
		Total expenses		—			1,023		1,672
INCOME (LOSS) BEFORE BENEFIT FROM INCOME TAXES				(31,816	)		11,815		13,763
BENEFIT FROM INCOME TAXES				—			459		701
NET INCOME (LOSS)			$	(31,816	)	$	12,274	$	14,464

See notes to condensed financial statements.

S-3

GFI GROUP INC.
(Parent Company Only)
CONDENSED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2001, 2002 AND 2003
(In thousands)

			2001			2002			2003
Cash flows from operating activities
	Net income (loss)		$	(31,816	)	$	12,274		$	14,464
	Adjustments to reconcile net income (loss) to net cash used in operating activities—
		Noncash transactions in net income (loss)		31,816			(13,048	)		(15,809	)
	Changes in operating assets and liabilities			—			(40,221	)		(14,438	)
Cash used in operating activities				—			(40,995	)		(15,783	)
Cash flows from investing activities				—			—			—
Cash flows from financing activities				—			58,060			10,500
Increase (decrease) in cash and cash equivalents				—			17,065			(5,283	)
Cash and cash equivalents, beginning of year				—			—			17,065
Cash and cash equivalents, end of year			$	—		$	17,065		$	11,782

See notes to condensed financial statements.

S-4

GFI GROUP INC.
(Parent Company Only)
NOTES TO CONDENSED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2001, 2002 AND 2003
(In thousands)

1.    BASIS OF PRESENTATION

The accompanying condensed financial statements (the "Parent Company Financial Statements"), including the notes thereto, should be read in conjunction with the consolidated financial statements of GFI Group Inc. and subsidiaries ("the Company") and the notes thereto.

The Parent Company Financial Statements for the years ended December 31, 2001, 2002 and 2003 are prepared in accordance with accounting principles generally accepted in the United States of America, which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and the disclosure of contingencies in the condensed financial statements. Management believes that the estimates utilized in the preparation of the condensed financial statements are reasonable and prudent. Actual results could differ materially from these estimates.

2.    CORPORATE REORGANIZATION

On November 30, 2001, Jersey Partners Inc. ("JPI") and the other stockholders of GFInet inc. ("GFInet") reorganized the ownership structure of GFInet and JPI's wholly-owned subsidiary GFI Group LLC ("GLLC"), in order to streamline their operations and achieve certain operational, tax and related efficiencies. Prior to the reorganization, JPI incorporated GFI Group Inc. ("GFI") under the laws of the State of Delaware.

Pursuant to an agreement between JPI, GFI and GLLC, JPI contributed 99% of its membership interests in GLLC, as well as certain agreed-upon assets and liabilities of JPI, to GFI for consideration of 50 million shares of GFI Class A Common Stock. The remaining 1% of JPI's membership interest was redeemed at the closing of the reorganization and issued to GFInet. GFI also entered into a merger agreement with GFInet, which provided for a merger of GFInet into a wholly-owned subsidiary of GFI with GFInet as the surviving corporation. Subsequently, GFI contributed 98% of its membership interest in GLLC to GFInet.

As a result of the merger, the common stockholders of GFInet surrendered to GFI all of their shares of GFInet common stock in exchange for an equivalent number of shares of Class B Common Stock of GFI. In addition, the GFInet preferred stockholders surrendered to GFI all of their shares of GFInet Series A convertible preferred stock and GFInet Series B convertible preferred stock for an equivalent number of GFI's Series A Preferred Stock and GFI Series B Preferred Stock, respectively. The outstanding options or warrants to purchase shares of GFInet's common stock became options or warrants to purchase shares of Class B Common Stock of GFI on the same terms. Upon completion of the Reorganization, JPI owned 74.2% of the Company prior to dilution for outstanding options and a warrant.

The reorganization was achieved as a noncash transaction for GFI.

3.    GUARANTEES

From time to time, the Company provides guarantees, on behalf of its subsidiaries, to clients for the purpose of providing credit enhancement for such clients. Such guarantees generally provide that the Company will guarantee the performance of all liabilities, obligations and undertakings owed by such subsidiary with respect to matched principal transactions entered into by such

S-5

subsidiary with the relevant client. These guarantees are generally terminable on less than 30 days notice. The Company has not recorded any contingent liability in the condensed financial statements for these indemnifications and believes that the occurrence of any events that would trigger payments under these guarantees is remote.

4.    ADVANCES TO SUBSIDIARIES

As of December 31, 2002 and 2003, GFI Group Inc. has receivables from subsidiaries of $40,492 and $54,980 related primarily to the allocation of funds received, from notes payable and issuance of equity securities, to subsidiaries to fund working capital.

5.    SUBSEQUENT EVENTS

On August 23, 2004, the Company entered into a loan agreement with Bank of America N.A. and certain other lenders (the "2004 Credit Facility"). The 2004 Credit Facility provides for a multicurrency revolving cash facility in a principal amount of $80,000, which includes a letter of credit facility with a sub-limit of $30,000. The 2004 Credit Facility can be increased to $100,000 with the consent of the lenders. The 2004 Credit Facility matures on April 1, 2007 unless the Series C Preferred Stock is converted into common stock prior to such date, in which case the maturity date will be August 23, 2007. Revolving loans may be either base rate loans or currency rate loans. Currency rate loans and the letters of credit bear interest at the annual rate of LIBOR plus the applicable margin in effect for that interest period. Base rate loans bear interest at a rate per annum equal to a base rate plus the applicable margin in effect for that interest period. As long as no default has occurred under the 2004 Credit Facility, the applicable margin for both the base rate and currency rate loans is based on a matrix that varies with a ratio of outstanding debt to EBITDA, as defined in the 2004 Credit Facility. Initially the applicable margin will be .50% for base rate loans and 1.75% for currency rate loans. Amounts outstanding under the 2004 Credit Facility are secured by substantially all the assets of the Company and certain assets of the Company's subsidiaries. The 2004 Credit Facility contains certain financial and other covenants.

The outstanding borrowings and interest under our old credit facility were repaid in full on August 23, 2004 with proceeds of the 2004 Credit Facility and our old credit facility was cancelled in its entirety. As of August 31, 2004, amounts outstanding under the 2004 Credit facility were $41,500 under the revolving portion and $6,500 pursuant to letters of credit.

S-6

EXHIBIT INDEX

NUMBER	DESCRIPTION
1.1*	Form of Underwriting Agreement
3.1	Restated Certificate of Incorporation of the Registrant, as currently in effect
3.2*	Form of Second Amended and Restated Certificate of Incorporation of the Registrant, to be filed upon the closing of this offering
3.3	Amended and Restated Bylaws of the Registrant, as currently in effect
3.4*	Form of Second Amended and Restated Bylaws of the Registrant, to be effective upon the closing of this offering
4.1*	See Exhibits 3.2 and 3.4 for provisions of the Second Amended and Restated Certificate of Incorporation and Second Amended and Restated Bylaws for the Registrant defining the rights of holders of Common Stock of the Registrant
4.2*	Specimen Stock Certificate
4.3	Amended and Restated Stockholders Agreement, dated as of June 3, 2002, among the Registrant and the stockholders named therein
4.4	Series A Registration Rights Agreement, dated as of March 10, 2000, between the Registrant and the parties named therein, as amended by the Amendment Agreement dated as of November 30, 2001, by and among the Registrant, GFInet inc. and the parties named therein, as amended by Amendment No. 2 to the Registration Rights Agreement dated as of June 3, 2002, by and among the Registrant and the parties named therein
4.5	Series B Registration Rights Agreement, dated as of June 1, 2000, between the Registrant and the parties named therein, as amended by the Amendment Agreement dated as of November 30, 2001, by and among the Registrant, GFInet inc. and the parties named therein, as amended by Amendment No. 2 to the Registration Rights Agreement dated as of June 3, 2002, by and among the Registrant and the parties named therein
4.6	Series C Registration Rights Agreement, dated as of June 3, 2002, between the Registrant and the parties named therein
4.7	Warrant dated July 15, 2000 issued to Newnetco LLC
5.1**	Opinion of Milbank, Tweed, Hadley & McCloy LLP with respect to the validity of the securities offered
10.1	Credit Agreement, dated August 23, 2004, among the Registrant and GFI Holdings Limited, as borrowers, subsidiaries of the Registrant named therein, as guarantors, Bank of America, N.A., as administrative agent, Barclays Bank Plc, as syndication agent, the other lenders party thereto and Bank of America Securities LLC, as sole lead arranger and sole book running manager
10.2	Domestic Security Agreement, dated August 23, 2004, by the Registrant, GFI Group LLC, GFInet inc., GFI Brokers LLC, Interactive Ventures LLC and Fenics Software Inc. as grantors, in favor of Bank of America, N.A., as administrative agent
10.3	Debenture, dated August 23, 2004, by GFI Holdings Limited and the other subsidiaries named therein, as chargors, in favor of Bank of America, N.A., as administrative agent
10.4	Employment Agreement, dated as of July 17, 2000, between the Registrant and Donald P. Fewer, as amended by the First Amendment to Employment Agreement dated as of March 11, 2004

10.5	Employment Agreement, dated as of May 1, 2002, between the Registrant and Stephen McMillan
10.6	Employment Agreement, dated as of November 18, 2002, between the Registrant and James A. Peers
10.7	2002 Stock Option Plan
10.8	2000 Stock Option Plan
10.9	GFI Group Occupational Pension Plan
10.10	Guardian Trust of GFI Brokers Limited
11.1*	Statement regarding computation of earnings per share
21.1*	List of subsidiaries of the Registrant
23.1	Consent of Independent Registered Public Accounting Firm
23.2	Consent of Counsel (included in Exhibit 5.1)
24.1**	Power of Attorney

*

To be filed by amendment.

**

Previously filed

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TABLE OF CONTENTS
SUMMARY
Our Business
Our Market Opportunity
RISK FACTORS
FORWARD-LOOKING STATEMENTS
USE OF PROCEEDS
DIVIDEND POLICY
CASH AND CAPITALIZATION
DILUTION
SELECTED CONSOLIDATED FINANCIAL DATA
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OUR BUSINESS
MANAGEMENT
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
PRINCIPAL AND SELLING STOCKHOLDERS
DESCRIPTION OF CAPITAL STOCK
DESCRIPTION OF CERTAIN INDEBTEDNESS
SHARES ELIGIBLE FOR FUTURE SALE
MATERIAL UNITED STATES FEDERAL INCOME AND ESTATE TAX CONSIDERATIONS FOR NON-U.S. HOLDERS
UNDERWRITING
LEGAL MATTERS
EXPERTS
WHERE TO FIND MORE INFORMATION
INDEX TO FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
GFI GROUP INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (In thousands, except share and per share amounts)
GFI GROUP INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except share and per share amounts)
GFI GROUP INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (In thousands)
GFI GROUP INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands)
GFI GROUP INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (In thousands)
GFI GROUP INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Information as of June 30, 2004 and six months ended June 30, 2003 and 2004 is unaudited) (In thousands, except share and per share amounts)
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURES

Schedule I

GFI GROUP INC. (Parent Company Only) CONDENSED STATEMENTS OF FINANCIAL CONDITION DECEMBER 31, 2002 AND 2003 (In thousands)
GFI GROUP INC. (Parent Company Only) CONDENSED STATEMENTS OF OPERATIONS YEARS ENDED DECEMBER 31, 2001, 2002 AND 2003 (In thousands)
GFI GROUP INC. (Parent Company Only) CONDENSED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2001, 2002 AND 2003 (In thousands)
GFI GROUP INC. (Parent Company Only) NOTES TO CONDENSED FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2001, 2002 AND 2003 (In thousands)
EXHIBIT INDEX

EX-3.1

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Exhibit 3.1

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
GFI GROUP INC.

        GFI Group, Inc. a corporation organized and existing under and by virtue of the Delaware General Corporation Law (the "Corporation"), does hereby certify:

        1.     The name of the Corporation is GFI Group, Inc.

        2.     The Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on August 7, 2001.

        3.     This Amended and Restated Certificate of Incorporation restates and amends the Certificate of Incorporation of this Corporation by providing for the conversion of certain shares of Class A Common Stock into shares of Class B Common Stock upon the occurrence of certain events.

        4.     The Board of Directors of the Corporation, by unanimous written consent of the Board of Directors dated as of November 30, 2001, duly adopted resolutions setting forth the Amended and Restated Certificate of Incorporation herein contained declaring its advisability and directing that such Amended and Restated Certificate of Incorporation be submitted to the holders of the issued and outstanding shares of the Corporation's capital stock for approval in accordance with the applicable provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware. The Amended and Restated Certificate of Incorporation was duly adopted by written consent by the holders of a majority of the outstanding shares of Common Stock of the Corporation all in accordance with the applicable provisions of Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware and written notice of the adoption of this Amended and Restated Certificate of Incorporation has been given as provided by Section 228 of the General Corporation Law of the State of Delaware to every stockholder entitled to such notice.

        5.     The text of the Certificate of Incorporation of the Corporation, filed with the Secretary of State of the State of Delaware on August 7, 2001, is hereby amended and restated in its entirety to read as follows:

        FIRST:    The name of the Corporation is GFI Group Inc.

        SECOND:    The address of the Corporation's registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, in the County of New Castle, Delaware 19808. The name of its registered agent at such address is Corporation Service Company.

        THIRD:    The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

        FOURTH:    The total authorized capital stock of the Corporation shall consist of (i) 100,000,000 shares of Class A Common Stock, $.01 par value (the "Class A Common Stock"); (ii) 300,000,000 shares of Class B Common Stock, $.01 par value (the "Class B Common Stock" and, collectively with the Class A Common Stock, the "Common Stock") and (iii) 75,000,000 shares of preferred stock, $.01 par value (the "Preferred Stock"). Shares of the Preferred Stock may be issued at any time and from time to time in one or more series, and such series shall have such designations, powers, privileges, preferences and relative, participating, optional and other special rights, if any, and such qualifications, limitations or restrictions thereof, if any, as permitted by law and as the Board of Directors of the Corporation (the "Board") shall from time to time provide for and fix by resolution (or resolutions) duly adopted, including, without limitation, voting powers, if any (including multiple or fractional votes per share and with respect to the election of directors), dividend rights (including dividend preferences or limited or unlimited dividend participation), conversion rights, mandatory or optional redemption rights or restrictions, and preferences or limited or unlimited rights of participation in amounts to be paid upon the liquidation, dissolution or winding-up of the Corporation, and the Board is hereby

authorized to provide for and fix, by resolution (or resolutions) thereof duly adopted from time to time, the powers, privileges, preferences and relative, participating, optional and other special rights, and the qualifications, limitations or restrictions thereof, of any series of Preferred Stock and to fix the designation and number of shares constituting any such series and, unless otherwise provided in the resolution (or resolutions) thereof providing for the issuance of a particular series, duly adopted by the Board from time to time, to increase or decrease the number of shares of any such series (but not below the number of shares thereof then outstanding). Without any action on the part of the Corporation, its Board or its stockholders, upon consummation of the Corporation's underwritten initial public offering of shares of its capital stock for its own account ("IPO"), all outstanding shares of Class A Common Stock shall immediately be converted, on a share for share basis, into newly issued shares of Class B Common Stock. Furthermore, without any action on the part of the Corporation, its Board or its stockholders, upon consummation of a transaction pursuant to which shares of Class A Common Stock are sold, transferred, conveyed, or assigned, such shares of Class A Common Stock so sold, transferred, conveyed or assigned shall immediately be converted, on a share for share basis, into newly issued shares of Class B Common Stock and such conversion shall have been deemed to occur immediately prior to the consummation of such transaction.

        The powers, rights, qualifications, limitations and restrictions of the Common Stock shall be as follows:

        1.     Dividend, Voting, Liquidation and Other Rights.    Except as otherwise provided in this Certificate of Incorporation and as otherwise required by law, shares of Class A Common Stock and shares of Class B Common Stock shall have the same powers and rights, shall rank pari passu and share equally, on a share-for-share basis, in any dividends or other distributions (whether of cash or property in respect thereof) and shall be identical in all respects.

        2.     Common Stock Voting Rights.    The holders of record of shares of the Common Stock shall not be entitled to any voting rights except as hereinafter provided in this Section 2 and as otherwise provided by law:

        (a)   Except as otherwise provided in this Section 2 with respect to the election of directors of the Corporation and as otherwise required by law, each share of Class A Common Stock and each share of Class B Common Stock shall have ascribed to it, and the holders thereof in respect of each such share shall be entitled to cast, one vote on all matters submitted to the stockholders of the Corporation, and such shares and the holders thereof shall vote together as a single class.

        (b)   The holders of Class A Common Stock, voting separately as a class, shall have the right at all times to elect such number of directors as shall equal not less than 60% (rounded upward to the next "whole" director) of the directors then constituting the entire Board of the Corporation (individually, a "Class A Director" and, collectively, the "Class A Directors") at each meeting of stockholders (or pursuant to action by written consent as provided in Article TWELFTH hereof). Only a Class A Director or a holder of record of Class A Common Stock shall be entitled to nominate the persons to be elected Class A Directors and a Class A Director shall be removed and replaced and their vacancies filled only by the affirmative vote of the holders of a majority of the Class A Common Stock.

        (c)   The holders of Class B Common Stock, voting separately as a class, shall have the right to elect two directors of the Corporation (individually, a "Class B Director" and, collectively, the "Class B Directors") at each meeting of stockholders (or pursuant to action by written consent as provided in Article TWELFTH hereof). Only a Class B Director or a holder of record of Class B Common Stock shall be entitled to nominate the persons to be elected Class B Directors and a Class B Director shall be removed and replaced and their vacancies filled only by the affirmative vote of the holders of a majority of the Class B Common Stock.

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        3.     Preferred Stock Voting Rights.    The holders of any series of Preferred Stock, to the extent set forth in the Certificate of Designations in respect of such series, voting separately as a class, shall have the right to elect directors of the Corporation (each, a "Preferred Stock Director" and, collectively, the "Preferred Stock Directors") at each meeting of stockholders (or pursuant to action by written consent as provided in Article TWELFTH hereof). Only a Preferred Stock Director or a holder of record of Preferred Stock entitled, pursuant to any Certificate of Designations, to nominate and elect Preferred Stock Directors, shall nominate and elect Preferred Stock Directors and Preferred Stock Directors shall be removed and replaced and their vacancies filled only by the affirmative vote of the holders of a majority of the applicable series of Preferred Stock, who, pursuant to the Certificate of Designations in respect of such series, is entitled to nominate and elect such Preferred Stock Directors.

        4.     Quorum.    At any meeting held (or taken) for the purpose of electing directors at which the holders of Class A Common Stock, Class B Common Stock or any series of Preferred Stock, as the case may be, shall have the right to elect directors, the presence in person or by proxy of the holders of a majority of the then outstanding shares of Class A Common Stock, Class B Common Stock or series of Preferred Stock, as the case may be, shall be required and be sufficient to constitute a quorum of such class or series for the purpose of taking action to elect directors by such class or series. At any such meeting or adjournment thereof (i) the absence of a quorum of the holders of Class A Common Stock, Class B Common Stock or series of Preferred Stock, as the case may be, having the right specified in the preceding sentence, shall not prevent any stockholder of the Corporation from electing directors other than those directors electable only by the holders of such class or series, and the absence of a quorum of the holders of capital stock entitled to elect such other directors shall not prevent the election of the Corporation's directors to be elected by the holders of Class A Common Stock, Class B Common Stock, or series of Preferred Stock, as the case may be, having such right, provided that a quorum of such class or series is present, and (ii) in the absence of a quorum of the holders of any class or series of stock entitled to vote for the election of directors, the holders of a majority of the shares of such class or series which are present in person or by proxy shall have the power to adjourn the meeting for the election of directors whom the holders of such class or series are entitled to elect, from time to time, without notice (except as required by law), other than announcement at the meeting until a quorum shall be present.

        5.     Dividends.

        (a)   Subject to the rights of the holders of any class of common stock or series of preferred stock (whether now existing or hereafter created) ranking senior to the Class A Common Stock and Class B Common Stock with respect to dividends, the holders of shares of Class A Common Stock and Class B Common Stock shall be entitled to receive dividends, when, as and if declared by the Board out of funds legally available therefor after taking into account any permitted revaluations of the assets of the Corporation.

        (b)   Whenever the Board shall declare a dividend of any kind in respect of shares of either Class A Common Stock or Class B Common Stock, the Board concurrently therewith shall declare dividends in an equal and ratable amount per share in respect of the then outstanding shares of Class B Common Stock or Class A Common Stock, respectively; provided, however, that whenever dividends payable in shares of Common Stock shall be declared on shares of Class A Common Stock and Class B Common Stock, such dividends shall be declared and paid in shares of the same class as the shares in identical respect of which such dividends are declared and paid.

        (c)   No dividends shall be paid on the Class A Common Stock, Class B Common Stock or any series of Preferred Stock if such payment would contravene, result in a default (or an event which, with notice, lapse of time, or both, would constitute a default) or otherwise violate the terms of any outstanding indebtedness of the Corporation.

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        FIFTH:    In addition to the approval of the Board and any vote that the holders of Preferred Stock, Class A Common Stock and Class B Common Stock have pursuant to this Certificate of Incorporation, any Certificate of Designations and pursuant to applicable law, until the first to occur of (i) consummation of the Corporation's IPO or (ii) the repayment in full of the Class A Common Stock Loans, without the affirmative vote or consent in writing by the holders of a majority of the outstanding shares of Class A Common Stock at any regular or special meeting of such holders duly noticed and convened, the Corporation shall not:

        (i)    amend, restate, alter, modify, change or repeal, whether in whole or in part, any provision of this Certificate of Incorporation, any Certificate of Designations relating to preferred stock of this Corporation, or the By-laws of this Corporation;

        (ii)   directly or indirectly sell, lease, transfer, convey or assign (whether in a single transaction or series of related transactions) all or substantially all of the Corporation's assets (measured for this purpose on a consolidated basis);

        (iii)  merge or consolidate with another person or entity (irrespective of which person or entity is the surviving or resulting person or entity);

        (iv)  file any voluntary or consent to any involuntary petition for relief under title 11 of the United States Code or any successor statute or under any reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law (each, a "Bankruptcy Law") with respect to the Corporation or any of its material subsidiaries;

        (v)   file or consent to any plan of reorganization under a Bankruptcy Law with respect to the Corporation or any of its material subsidiaries; or

        (vi)  appoint or consent to, or the acquiescence of, the appointment of a receiver, conservator, trustee or other similar official charged with the administration, control, management, operation, liquidation, dissolution or valuation of the Corporation, or any of the Corporation's material subsidiaries, or any of their respective businesses or assets.

        Without limiting the generality of any of the foregoing set forth in this Article FIFTH, all transactions involving the Corporation of the type referred in paragraph (a) of Rule 145 under the Securities Act of 1933, as amended, and all transactions involving the Corporation constituting a change-in-control within the meaning of Rule 14(f) under the Securities Exchange Act of 1934, as amended, in addition to any authorization by the Board as required by this Certificate of Incorporation and by law, shall require the affirmative vote of the holders of a majority of the shares of Class A Common Stock at the time outstanding.

        For purposes of this Certificate of Incorporation, the "Class A Common Stock Loan" means any loan, advance, collateral security, credit enhancement or other financing provided to the Corporation or any of its subsidiaries by any holder of Class A Common Stock which constitutes or is in respect of any indebtedness of the Corporation for borrowed money (however incurred, suffered to exist or assumed).

        SIXTH:    The entire Board shall initially consist of 2 members and thereafter shall consist of not less than 10 nor more than 14 members, as determined from time to time by the Board. Unless otherwise specified in this Certificate of Incorporation, all Board actions shall require the affirmative vote of a majority of the entire Board. Except as provided in this Article SIXTH, the size and composition of the Board may only be changed by an amendment to this Certificate of Incorporation pursuant to and in accordance with the terms hereof and applicable law.

        SEVENTH:    If there occurs and exists any vacancy on the Board resulting from the death, resignation, removal or disqualification of any one or more (but less than all) of the Class A Directors, Class B Directors, or Preferred Stock Directors, as the case may be, then in the case of (i) any such vacancy existing with respect to the Class A Directors, only the holders of a majority of the outstanding

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Class A Common Stock shall have the right to fill such vacancy; (ii) any vacancy existing with respect to the Class B Director, only the holders of a majority of the outstanding Class B Common Stock shall have the right to fill such vacancy; and (iii) any vacancy existing with respect to the Preferred Stock Directors, only the holders of that series of Preferred Stock, pursuant to the Certificate of Designation for such series, shall have the right to fill such vacancy; provided, however, that if a vacancy with respect to a Class B Director or a vacancy with respect to a Preferred Stock Director is not filled within 45 days from the occurrence of the vacancy, then such vacancies shall be filled by, in the case of a Class B Director vacancy, the remaining Class B Director and, to the extent a Class B Director is not then a member of the Board, by a majority vote of the remainder of the Board and, in the case of a Preferred Stock Director vacancy, the remaining Preferred Stock Director and, to the extent a Preferred Stock Director is not then a member of the Board, by a majority vote of the remainder of the Board.

        EIGHTH:    The Board, by resolution adopted by a majority of the entire Board, may designate one or more committees, each committee to consist of one or more directors of the Corporation. A majority of the entire Board further may designate one or more directors as alternate members of any said committee, to replace and act in lieu and stead of any absent or disqualified member at any meeting(s) of the committee, and in the absence or disqualification of a member of a committee, the member (or members) thereof present at any meeting and not disqualified from voting whether or not he, she or they constitute a quorum, unanimously may appoint another member of the Board to act at the meeting in lieu and stead of any such absent or disqualified member. Any such committee, to the extent provided in a resolution of the Board, shall have and may exercise the powers and authority of the Board in the management of the business and affairs of the Corporation with the exception of any authority the delegation of which is prohibited by Section 141 of the General Corporation Law of the State of Delaware, and may authorize the seal of the Corporation to be affixed to all papers which may require it.

        In addition to any other committees which may be established by a majority of the Board, the Board shall establish and maintain an audit committee and a compensation committee, each of which shall be comprised of not less nor more than two Class A Directors and not less nor more than two other directors.

        The Chairman of the Board shall be the Chief Executive Officer of the Corporation. The Chairman and Chief Executive Officer of the Corporation may only be removed for "cause" and then, only upon the vote of those directors representing 75% percent of the entire Board; provided that as a condition to such removal, the Corporation first shall give the Chairman and Chief Executive Officer notice of its intent to effect such removal, the Chairman and Chief Executive Officer was afforded a 60 day opportunity to cure the event establishing such "cause" (to the extent applicable), and the Chairman and Chief Executive Officer shall have failed to effect such cure. For purposes of the foregoing, "cause" shall mean any of the following events: (i) embezzlement or any other offense committed by or at the direction of the Chairman and Chief Executive Officer, involving misappropriation of money or other property of the Corporation; (ii) the Chairman and Chief Executive Officer's continued and repeated refusal to perform express directives of the Board, which directives are consistent with the scope and nature of the Chairman and Chief Executive Officer's duties and responsibilities to the Corporation; or (iii) the Chairman and Chief Executive Officer's conviction or plea of nolo contendere of a felony or crime involving moral turpitude.

        NINTH:    To the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as amended from time to time, the Corporation shall indemnify and advance expenses to all persons whom it may indemnify pursuant thereto. No director shall be personally liable to the Corporation or any stockholder for monetary damages for breach of fiduciary duty as a director, except for any matter in respect of which such director shall be liable under Section 174 of the General Corporation Law of the State of Delaware or any amendment thereto or successor provision thereto or

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shall be liable by reason that, in addition to any and all other requirements for such liability, such director (i) shall have breached his or her duty of loyalty to the Corporation or its stockholders, (ii) shall not have acted in good faith or, in failing to act, shall not have acted in good faith, (iii) shall have acted in a manner involving intentional misconduct or a knowing violation of law or, in failing to act, shall have acted in a manner involving intentional misconduct or a knowing violation of law or (iv) shall have derived an improper personal benefit. Neither the amendment nor repeal of this Article NINTH nor the adoption of any provision of the Certificate of Incorporation inconsistent with this Article NINTH shall eliminate or reduce the effect of this Article NINTH in respect of any matter occurring, or any cause of action, suit or claim that, but for this Article NINTH, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

        TENTH:    Only the affirmative vote of a majority of the entire Board shall be effective to make, alter, amend, change, add to and/or repeal any provision contained in the By-laws of the Corporation.

        ELEVENTH:    Pursuant to the provisions of Section 203(b)(1) of the General Corporation Law of the State of Delaware, the Corporation hereby expressly elects not to be governed by or subject to the provisions of said Section 203.

        TWELFTH:    (a) Any stockholder action required by this Certificate of Incorporation or pursuant to applicable law to be taken at an annual or special meeting of the Corporation's stockholders, or any action which may be taken at any annual or special meeting of the Corporation's stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing setting forth the action so taken shall be signed by the holders of outstanding stock of the class or series of stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented thereto in writing.

        (b)   Any action required or permitted to be taken at any meeting of the Board or any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or such committee.

        THIRTEENTH:    Subject to Article FIFTH hereof, the Corporation reserves the right to alter, amend, change add to and/or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by law.

IN WITNESS WHEREOF, I have hereunto set my hand this 21st day of November, 2001 and affirm that the foregoing certificate is my act and deed and that the facts stated herein are true.

/s/ Michael Gooch
Name:	Michael Gooch
Title:	Chairman and Chief Executive Officer

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AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GFI GROUP INC.

EX-3.3

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Exhibit 3.3

FORM OF
AMENDED AND RESTATED
BY-LAWS
OF
GFI GROUP INC.
(a Delaware Corporation)
(as of June 3, 2002)

ARTICLE I
OFFICES

        Section 1.    Principal Office. The principal office of the GFI Group Inc. (the "Corporation") shall be located in New York, New York.

        Section 2.    Registered Office and Agent. The registered office of the Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, in the County of New Castle, Delaware 19808; and the name of the registered agent of the Corporation in the State of Delaware at such address is Corporation Service Company.

        Section 3.    Other Offices. The Corporation may also have an office or offices other than said principal office at such place or places, either within or without the State of Delaware, as the Board of Directors of the Corporation (the "Board") shall from time to time determine or the business of the Corporation may require.

ARTICLE II
STOCKHOLDERS

        Section 1.    CERTIFICATES. Every holder of capital stock of the Corporation shall be entitled to have a certificate signed by, or in the name of, the Corporation by the Chairman or Vice-Chairman of the Board, if any, or by the President or any Vice-President, or by the Treasurer, or by an Assistant Treasurer or by the Secretary or an Assistant Secretary of the Corporation certifying the number of shares owned by he or she in the Corporation. Any and all signatures on any such certificate may be facsimiles. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, such certificate may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

        Whenever the Corporation shall be authorized to issue more than one class or series of capital stock, the certificate representing shares of any such class or series shall set forth thereon the statements prescribed by the General Corporation Law of the State of Delaware. Any restrictions on the transfer or registration of transfer of any shares of capital stock of any class or series shall be noted conspicuously on the certificate representing such shares.

        Section 2.    LOST CERTIFICATES. The Corporation may issue a new certificate of stock in place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Board may require the owner of any lost, stolen or destroyed certificate, or his or her legal representative, to give the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any such new certificate.

        Section 3.    FRACTIONAL SHARE INTERESTS. The Corporation may, but shall not be required to, issue fractions of a share. If the Corporation does not issue fractions of a share, it shall (1) arrange for the disposition of fractional interests by those entitled thereto, (2) pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined, or

(3) issue scrip or warrants in registered or bearer form which shall entitle the holder to receive a certificate for a full share upon the surrender of such scrip or warrants aggregating a full share. A certificate for a fractional share shall, but scrip or warrants shall not unless otherwise provided therein, entitle the holder to exercise voting rights, to receive dividends thereon, and to participate in any of the assets of the Corporation in the event of liquidation, dissolution or winding up, in each case to the extent of such fraction. The Board may cause scrip or warrants to be issued subject to the conditions that they shall become void if not exchanged for certificates representing full shares before a specified date, or subject to the conditions that the shares for which scrip or warrants are exchangeable may be sold by the Corporation and the proceeds thereof distributed to the holders of scrip or warrants, or subject to any other conditions which the Board reasonably may impose.

        Section 4.    STOCK TRANSFERS. Upon compliance with provisions restricting the transfer or registration of transfer of shares of capital stock, if any, transfers or registration of transfers of shares of capital stock of the Corporation shall be made only on the stock ledger of the Corporation by the registered holder thereof, or by his or her attorney-in-fact thereunto authorized by a power of attorney duly executed and filed with the Secretary of the Corporation or with a transfer agent or a registrar, if any, and on surrender of the certificate or certificates for such shares of capital stock properly endorsed and the payment of all taxes due thereon.

        Section 5.    RECORD DATE FOR STOCKHOLDERS.

        a.     Meetings. For the purposes of determining the stockholders entitled to notice of or to vote at any "meeting" of the stockholders of any and all classes and series of capital stock of the Corporation who, pursuant to the Corporation's Amended and Restated Certificate of Incorporation, any Certificate of Designations or applicable law, are entitled to vote, whether as a single class or otherwise, on any matters to be acted upon at the meeting, or any adjournment thereof, the Board may fix a record date, which date shall not precede the date upon which the resolution fixing the record date is adopted by the Board and which record date shall not be more than 60 days nor less than 10 days before the date of such meeting. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which the notice to stockholders is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of all of the stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

        b.     Written Consent. For the purposes of determining in accordance with the Amended and Restated Certificate of Incorporation and any Certificate of Designations, the stockholders entitled to consent, to corporate action in writing in lieu of a meeting of the Corporation's stockholders, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board.

        c.     Dividends and Other Distributions. For the purposes of determining pursuant to the Amended and Restated Certificate of Incorporation and any Certificate of Designations, the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, cash or property or the stockholders entitled to exercise any rights in respect of any change, conversion, reclassification or exchange of capital stock, or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action.

        Section 6.    MEANING OF CERTAIN TERMS. As used herein in respect of the right to notice of a meeting of stockholders or a waiver thereof or to participate or vote thereat or to consent or dissent in writing in lieu of a meeting, as the case may be, the term "share" or "shares" or "share of capital

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stock" or "shares of capital stock" or "stockholder" or "stockholders" refers to an outstanding share or shares of capital stock and to a holder or holders of record of outstanding shares of capital stock of any class or series upon which or upon whom the Amended and Restated Certificate of Incorporation of the Corporation and any certificate of designations thereunder (hereinafter referred to as the "Amended and Restated Certificate of Incorporation") confers such rights or upon which or upon whom the General Corporation Law of the State of Delaware confers such rights notwithstanding that the Amended and Restated Certificate of Incorporation may provide for more than one class or series of shares of stock, one or more of which are limited or denied such rights thereunder.

        Section 7.    STOCKHOLDER MEETINGS.

        a.     Time. The annual meeting of stockholders shall be held on the date and at the time fixed, from time to time, by the Board, provided, that the initial annual meeting of stockholders shall be held on a date not later than the expiration of the 13th month after the initial organization of the Corporation, and each successive annual meeting shall be held on a date not later than the expiration of the 13th month next succeeding the date of the immediately preceding annual meeting. A special meeting shall be held on the date and at the time fixed by the directors.

        b.     Place. Annual meetings and special meetings shall be held at 100 Wall Street, New York, New York, or such other place, as the directors may, from time to time, designate. Whenever the directors shall fail to fix such place, the meeting shall be held at 100 Wall Street, New York, New York.

        c.     Call. Annual meetings and special meetings of the Corporation's stockholders may be called by the Board or by any executive officer instructed and authorized by the Board to call the meeting. In addition, special meetings of stockholders for the transaction of business as may properly come before the meeting may be called by stockholders holding not less than a majority of all outstanding shares of capital stock the Corporation entitled to vote at the meeting.

        d.     Notice or Waiver of Notice. Written notice of all meetings shall be given, stating the place, date, and hour of the meeting and stating the place within the city or other municipality or community at which the list of stockholders of the Corporation may be examined. The notice of an annual meeting shall state that the meeting is called for the election of directors and for the transaction of any other business which may properly come before the meeting, and shall (if any other action which could be taken at a special meeting is to be taken at such annual meeting) state the purpose or purposes. The notice of a special meeting shall in all instances state the purpose or purposes for which the meeting is to be called. The notice of any meeting shall also include, or be accompanied by, any additional statements, information or documents prescribed by the General Corporation Law of the State of Delaware. Except as otherwise provided by the General Corporation Law of the State of Delaware, a copy of the notice of any meeting shall be given, personally or by mail, not less than 10 days nor more than 60 days next preceding the date of the meeting, unless the lapse of the prescribed period of time shall have been waived, and directed to each stockholder at his or her record address or at such other address which he or she may have furnished by request in writing to the Secretary of the Corporation. Notice by mail shall be deemed to be given when mailed, postage thereon prepaid, through the United States Postal Service. If an annual or special meeting is adjourned to another time, not more than 30 days hence, and/or to another place, and if an announcement of the adjourned time and/or place is made at the meeting, it shall not be necessary to give notice of the adjourned meeting unless the directors, after adjournment, fix a new record date for the adjourned meeting. Notice need not be given to any stockholder who submits a written waiver of notice signed by he or she before or after the time stated therein. Attendance of a stockholder at a meeting of stockholders shall constitute a waiver of notice of such meeting, except when the stockholder attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any annual or special meeting of the stockholders need be specified in any written waiver of notice.

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        e.     Stockholder List. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting, either at a place within the city or other municipality or community where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. The stock ledger shall be the only evidence as to the identity of the stockholders entitled to examine the stock ledger, the list required by this section or the books of the Corporation, or to vote at any meeting of stockholders.

        f.      Conduct of Meeting. Meetings of stockholders shall be presided over by one of the following officers in the order of seniority and if present and acting; the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, the President, any Vice-President, if any, or if none of the foregoing is then in office and present and acting, by a chairman of the meeting to be selected by a majority of the stockholders in attendance. The Secretary of the Corporation, or in his absence, an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present, the Chairman of the meeting shall appoint a secretary of the meeting.

        g.     Proxy Representation. Every stockholder may authorize another person or persons to act for he, she or it by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, voting or participating at a meeting, or expressing consent or dissent in writing without a meeting. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period not to exceed 10 years. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient under applicable Delaware law to support an irrevocable power. A proxy may be made irrevocable irrespective of whether the interest with which it is coupled is an interest in the capital stock itself or an interest in the Corporation generally.

        h.     Inspectors. The Board, in advance of any annual or special meeting of stockholders, shall appoint one or more inspectors of election to act at the meeting and make a written report thereof. The Board may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his or her ability. The inspectors shall (i) ascertain the number of shares outstanding and the voting power of each, (ii) determine the shares represented at a meeting and the validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (v) certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots. The inspectors may appoint or retain other persons or entities to assist the Inspectors in the performance of the duties of the inspectors.

        i.      Quorum. Except as otherwise provided by the General Corporation Law of the State of Delaware, the Amended and Restated Certificate of Incorporation or these Amended and Restated By-Laws, the holders of not less than a majority of the issued and outstanding shares of each class or series of capital stock voting separately as a class or series (and if all classes and series of the Corporation's capital stock are voting together on a combined basis, the holders of not less than a majority of the total issued and outstanding shares of capital stock of the Corporation, without regard

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to class or series) that are present in person or by proxy and entitled to vote shall constitute a quorum at any meeting of stockholders for the transaction of any business (other than the election of directors).

        Without limiting the generality of anything set forth in these by laws and except to the extent otherwise required by applicable law or as otherwise provided in the Amended and Restated Certificate of Incorporation, matters relating to the timing, location, method of noticing, convening, postponing or adjourning, and the conduct of (including the method and manner of voting at) a meeting of stockholders of a particular class or series of capital stock of the Corporation, shall be determined by a majority of such stockholders.

ARTICLE III
DIRECTORS

        Section 1.    FUNCTIONS AND DEFINITION. The business and affairs of the Corporation shall be managed by or under the direction of the Board. The Board shall have the authority to fix the compensation of the members thereof. The use of the phrase "entire Board" herein refers to the total number of directors which the Corporation would have if there were no vacancies.

        Section 2.    QUALIFICATIONS AND NUMBER.

        a.     All directors of the Corporation shall be at least 18 years of age and be natural persons. Except as otherwise provided herein, a director need not be a stockholder or a citizen or resident of the United States or the State of Delaware.

        b.     The number of directors comprising the Board of Directors shall be determined in accordance with the Corporation's Amended and Restated Certificate of Incorporation. Any decrease in the number of directors shall be effective at the time of the next succeeding annual meeting of the stockholders unless there shall be vacancies in the Board of Directors, in which case such decrease may become effective at any time prior to the next succeeding annual meeting to the extent of the number of such vacancies.

        Section 3.    ELECTION AND TERM.

        Except as otherwise provided by the Amended and Restated Certificate of Incorporation, statute or these Amended and Restated By-Laws, the directors shall be elected at the annual meeting of the stockholders. At each meeting of the stockholders for the election of directors at which a quorum is present, the persons receiving a plurality of the votes cast at such election shall be elected. Each director shall hold office until the next annual meeting of the stockholders and until his successor shall have been elected and qualified, or until his death, or until he shall have resigned, or have been removed, in accordance with the Corporation's Amended and Restated Certificate of Incorporation.

        Section 4.    MEETINGS.

        a.     Time. Meetings shall be held at such time as the Board shall fix, except that the first meeting of a newly elected Board shall be held as soon after its election as the directors may conveniently assemble.

        b.     Place. Meetings shall be held at such place within or without the State of Delaware as shall be fixed by the Board.

        c.     Call. Any meeting of the Board may be called by or at the direction of the Chairman of the Board, or by any director then in office.

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        d.    Notice or Actual or Constructive Waiver.    No notice shall be required for regular meetings for which the time and place have been fixed. A notice of the place, date and time and of the purpose or purposes of each special meeting of the Board and each committee meeting shall be given to each director by mailing the same (by registered mail) at least four days before the special meeting, or by facsimile or electronic mail (with confirmation received) the same or by delivering the same personally not later than 24 hours prior to such meeting. Notice need not be given to any director or to any member of a committee of directors who submits a written waiver of notice signed by he or she before or after the time for the meeting stated therein. Attendance of any such person at a meeting shall constitute a waiver of notice of such meeting, except when he or she attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular, special, or committee meeting of the directors need be specified in any written waiver of notice.

        e.    Quorum and Action.    A quorum of the Board shall consist of a majority of the members of the Board, which shall include at least four (4) of the individuals appointed by the holders of Class A Common Stock, $0.01 par value per share (the "Class A Common Stock"), to serve as members of the Board pursuant to the Amended and Restated Certificate of Incorporation (the "Class A Directors") and one of the directors designated by the holders of Series C Redeemable Convertible Preferred Stock, par value $0.01 per share (the "Series C Preferred Stock"), pursuant to the Amended and Restated Certificate of Incorporation (the "Series C Directors"); provided, however, that if any of such appointed or designated directors are not present at a meeting of the Board with respect to which each such director has been duly notified in accordance with the Corporation's Amended and Restated By-Laws, such meeting may be adjourned and reconvened no sooner than three "business days" following such adjournment, and if any of such directors are not present at such reconvened meeting, then such directors shall not be required to be present for purposes of establishing a quorum for such reconvened meeting. All actions of the Board shall require (i) the affirmative vote of at least a majority of the directors present at a duly-convened meeting of the Board at which a quorum is present or (ii) the unanimous written consent of the Board. As used herein, the term "business day" shall mean a day other than a Saturday, Sunday or other day on which banks are authorized or required to close in New York, New York.

        f.    Chairman of the Meeting.    The Chairman of the Board, if any and if present and acting, shall preside at all meetings. Otherwise, the Vice-Chairman of the Board, if any and if present and acting, or the President, if present and acting, or any other director chosen by the Board, shall preside.

        Section 5.    REMOVAL OF DIRECTORS, VACANCIES AND RESIGNATIONS.

        Except for Michael Gooch, who may only be removed from office as Chairman of the Board and as a Director of the Corporation (including in his capacity as a member-director of any committee of the Board) for "cause", in accordance with Article EIGHTH of the Corporation's Amended and Restated Certificate of Incorporation, all other directors may be removed with or without cause. A Class A Director (as defined in Article FOURTH of the Amended and Restated Certificate of Incorporation) may only be removed by the affirmative vote of the remaining Class A Directors or the affirmative vote of the holders of Class A Common Stock voting separately as a class; a Class B Director (as defined in Article FOURTH of the Amended and Restated Certificate of Incorporation) may only be removed by the affirmative vote of the holders of Class B Common Stock voting separately as a class; and, a Preferred Stock Director (as defined in Article FOURTH of the Amended and Restated Certificate of Incorporation) may only be removed by the affirmative vote of the holders of such series of preferred stock who, pursuant to a Certificate of Designations in respect of such series, are entitled to elect the Preferred Stock Director to be so removed. In the event of any removal of a Class A Director (as defined in the Corporation's Amended and Restated Certificate of Incorporation), the Board, without notice, shall adjourn all meetings of the Board until the vacancy

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created by such removal is filled; provided however, such meeting shall only be adjourned until such Class A Director vacancy is filled, but in no event longer than 30 days after the date of the initial adjournment of such meeting. Any director may resign at any time upon written notice to the Corporation.

        Section 6.    COMMITTEES.    The Board, by resolution adopted by a majority of the entire Board, may designate and establish one or more committees, each committee to consist of not less than two directors of the Corporation. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise the powers and authority of the Board in the management of the business and affairs of the Corporation with the exception of any authority the delegation of which is prohibited by Section 141 of the General Corporation Laws of the State of Delaware, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Except as otherwise required by the General Corporation Law of the State of Delaware or the Corporation's Amended and Restated Certificate of Incorporation, with respect to all actions of the committee specified in these Amended and Restated By-Laws, only the affirmative vote of a majority of the members of the entire Committee shall constitute a valid and duly authorized action of the committee.

        The Board shall maintain a Compensation Committee, an Audit Committee, a Board Credentialing Committee, an Officer Nominating Committee, and such other committees as it may determine; provided, however, that all such committees shall be established only for a specific purpose and no committee (such as an executive committee) shall be established with general authority to act in lieu of the Board. Except as provided below, each committee shall act only in an advisory capacity to the Board and no committee shall be vested with any authority to act on behalf of or bind the Corporation.

        The Compensation Committee shall at all times be comprised of three members consisting of one (1) of the Class A Directors, one (1) of the Series C Directors (it being understood that if Global Private Equity IV Limited Partnership, a Delaware limited partnership ("GPE IV"), only has the right to designate one nominee to serve as a Series C Director, then such nominee shall serve on the Compensation Committee upon his or her election to the Board) and one (1) additional member who shall be a director other than a Class A Director or a Series C Director. The Compensation Committee shall act by a vote of a majority of its members. On an annual basis the Compensation Committee shall recommend, subject to the approval by the Board, the aggregate dollar amount/formula for determining for any cash bonus or other cash incentives for Senior Management (as defined below) and the consent of at least a majority of the members of the Board (including (a) a majority of the Class A Directors and (b) fifty percent (50%) of the members of the Board who are not Class A Directors) shall be required to approve or change the aggregate dollar amount derived from such approved formula. As used herein, the term "Senior Management" means those persons holding the offices of Global Chief Executive Officer, Chief Operating Officer, President-Europe and President-North America on the date hereof and any replacement holding any such office. As of the date hereof, the Senior Management are Michael Gooch (Global Chief Executive Officer), Stephen McMillan (Chief Operating Officer), Colin J. Heffron (President-Europe) and Don Fewer (President-North America). The Compensation Committee shall also be responsible for making recommendations to the Board with respect to grants of options and the general administration of any stock option plan or arrangement.

        The Audit Committee shall at all times be comprised of three members consisting of one (1) of the Class A Directors, one (1) of the Series C Directors (it being understood that if GPE IV only has the right to designate one nominee to serve as a Series C Director, then such nominee shall serve on the audit committee upon his or her election to the Board) and one (1) additional member who shall be a director other than a Class A Director or a Series C Director.

        The Board Credentialing Committee shall at all times be comprised of four members consisting of two (2) of the Class A Directors, one (1) of the Series C Directors (it being understood that if GPE IV only has the right to designate one nominee to serve as a Series C Director, then such nominee shall

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serve on the Board Nominating Committee upon his or her election to the Board) and one (1) additional member who shall be a director other than a Class A Director or a Series C Director. In addition to such other duties and responsibilities as may be assigned to it by the Board of Directors, in the event of the death or "permanent disability" (as defined below) of Michael Gooch at any time during the three (3) year period thereafter, for so long as the stockholders of the Corporation that are affiliated with Advent own at least 30% of the Series C Preferred Stock acquired by affiliates of Advent on the Series C Issue Date (as defined in the Certificate of Designation), then any replacement director for Colin J. Heffron, Don Fewer, Stephen McMillan or Robert Crossan (or any subsequent replacements of such replacement) shall be subject to the prior approval of a majority of the members of the Board Credentialing Committee.

        As used herein, the term "permanent disability" shall mean, and be limited to, any physical or mental illness, disability or impairment that prevents Michael Gooch from continuing the performance of his normal duties and responsibilities with the Corporation for a period in excess of six consecutive months. For purposes of determining whether a "permanent disability" has occurred under these Amended and Restated By-Laws, the written determination thereof by two qualified practicing physicians paid for by the Corporation and selected by the executor or administrator of the estate of Michael Gooch or by the administrator of his assets, in such person's sole and exclusive discretion, shall be conclusive.

        The Officer Nominating Committee shall at all times be comprised of four members consisting of at least two (2) of the Class A Directors and two (2) non-Class A Directors. In addition to such other duties and responsibilities as may be assigned to it by the Board, in the event of the death or permanent disability of Michael Gooch, any replacement (or any subsequent replacements of such replacement) for the position of Global Chief Executive Officer, Chief Operating Officer, President-Europe or President-North America shall be subject to the prior approval of the Board and an affirmative vote by a majority of the members of the Officer Nominating Committee. If any nominee for one of such positions is also a member of either the Board or the Officer Nominating Committee, such person shall recuse himself from any vote related thereto by the Board or the Officer Nominating Committee.

        Section 7.    WRITTEN ACTION.    Any action required or permitted to be taken at any meeting of the Board or any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or such committee.

        Section 8.    ELECTRONIC COMMUNICATION.    Any member or members of the Board or of any committee designated by the Board, may participate in a meeting of the Board, or any such committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.

ARTICLE IV
OFFICERS

        Section 1.    TITLES.    The officers of the Corporation shall consist of a President, a Secretary, a Treasurer, a Chief Executive Officer, and a Chairman of the Board, and, if deemed necessary, expedient or desirable by the Board, a Vice-Chairman of the Board, an Executive Vice-President, one or more other Vice-Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers with such titles as the resolution of the Board choosing them shall designate. Except as may otherwise be provided in the resolution of the Board choosing he or she, no officer other than the Chairman or Vice-Chairman of the Board, if any, need be a director. Any number of offices may be held by the same person.

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        Section 2.    TERM AND REMOVAL.    Unless otherwise provided in the resolution appointing to a particular office the referent person, each officer shall be appointed for a term which shall continue until the meeting of the Board immediately following the next annual meeting of stockholders and until his or her successor shall have been duly appointed and qualified. Except for Michael Gooch, who may only be removed as an officer of the Corporation, for "cause", in accordance with Article EIGHTH of the Amended and Restated Certificate of Incorporation, all other officers may be removed with or without cause by the affirmative vote of a majority of the entire Board; provided that the appointment or removal of any individual or individuals, other than Michael Gooch, holding the positions of Global President or Chief Executive Officer of the Corporation shall require the unanimous approval of the Series C Directors (as such term is defined in the Certificate of Designations, Preferences and Rights of Series C Redeemable Convertible Preferred Stock of the Corporation), which approval shall not be unreasonably withheld; and provided further that, if the position of Chief Financial Officer of the Corporation is vacant as of the date these Amended and Restated By-Laws are adopted, the appointment of the next individual to hold the position of Chief Financial Officer of the Corporation shall require the unanimous approval of the Series C Directors, which approval shall not be unreasonably withheld.

        Any vacancy in any office may be filled by the Board, except as otherwise may be provided in these Amended and Restated By-Laws or by resolution of the entire Board.

        Section 3.    CHAIRMAN OF THE BOARD.    The Chairman of the Board of Directors shall preside at all meetings of the Board of Directors and of the stockholders, and the Chairman shall have and perform such other duties as from time to time may be assigned to the Chairman by the Board of Directors.

        Section 4.    PRESIDENT.    The President shall, in the absence of the Chairman of the Board and the Vice Chairman of the Board or if neither shall have been elected, preside at each meeting of the Board of Directors (if he is a director) or the stockholders. The President shall exercise the powers and perform the duties usual to a President and, subject to the control of the Board of Directors, shall have general management and control of the affairs and business of the Corporation; the President shall appoint and discharge employees and agents of the Corporation (other than officers elected by the Board of Directors); and the President shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall have the power to execute bonds, mortgages and other contracts, agreements and instruments of the Corporation, and shall do and perform such other duties as from time to time may be assigned to the President by the Board of Directors.

        Section 5.    VICE PRESIDENTS.    If chosen, the Vice Presidents, in the order of their seniority, shall, in the absence or disability of the President, exercise all of the powers and duties of the President. Such Vice Presidents shall have the power to execute bonds, notes, mortgages and other contracts, agreements and instruments of the Corporation, and shall do and perform such other duties incident to the office of Vice President and as the Board of Directors, or the President shall direct.

        Section 6.    SECRETARY.    The Secretary shall attend all sessions of the Board and all meetings of the stockholders and record all votes and the minutes of proceedings in a book to be kept for that purpose. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and of the Board, and shall perform such other duties as may be prescribed by the Board. The Secretary shall affix the corporate seal to any instrument requiring it, and when so affixed, it shall be attested by the signature of the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer who may affix the seal to any such instrument in the event of the absence or disability of the Secretary. The Secretary shall have and be the custodian of the stock records and all other books, records and papers of the Corporation (other than financial) and shall see that all books, reports, statements, certificates and other documents and records required by law are properly kept and filed.

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        Section 7.    TREASURER.    The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys, and other valuable effects in the name and to the credit of the Corporation, in such depositories as may be designated by the Board. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the directors whenever they may require it, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation.

        Section 8.    DUTIES OF OFFICERS MAY BE DELEGATED.    In case of the absence or disability of any officer of the Corporation, or for any other reason that the Board may deem sufficient, the Board may delegate, for the time being, the powers or duties, or any of them, of such officer to any other officer, or to any director.

ARTICLE V
CORPORATE SEAL

        The corporate seal shall be in such form as the Board shall prescribe.

ARTICLE VI
FISCAL YEAR

        The fiscal year of the Corporation shall be fixed, and shall be subject to change, by the Board.

ARTICLE VII
CONTROL OVER BY-LAWS

        Except as may otherwise be provided in the Amended and Restated Certificate of Incorporation (including, without limitation, any certificate of designation setting forth the rights, preferences (if any) or privileges applicable to a class of capital stock of the Corporation) and the provisions of the General Corporation Law of the State of Delaware, these Amended and Restated By-Laws shall only be altered, amended, restated, changed, added to and/or repealed by the affirmative vote of a majority of the entire Board.

ARTICLE VIII
GENERAL PROVISIONS

        Section 1.    DIVIDENDS.    Subject to applicable law and the Amended and Restated Certificate of Incorporation, dividends upon the shares of the Corporation may be declared by the Board at any regular or special meeting. Dividends may be paid in cash, in property or in shares of capital stock of the Corporation, unless otherwise provided by statute or the Amended and Restated Certificate of Incorporation.

        Section 2.    RESERVES.    Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board may, from time to time, in its absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation or for such other purpose as the Board may think conducive to the interests of the Corporation. The Board may modify or abolish any such reserves in the manner in which it was created.

        Section 3.    CHECKS, NOTES, DRAFTS ETC.    All checks, notes, drafts or other orders for the payment of money of the Corporation shall be signed, endorsed or accepted in the name of the Corporation by such officer, officers, person or persons as from time to time may be designated by the Board or by an officer or officers authorized by the Board to make such designation.

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        Section 4.    EXECUTION OF CONTRACTS, DEEDS, ETC.    The Board may authorize any officer or officers, and agent or agents, in the name and on behalf of the Corporation to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances.

        Section 5.    VOTING OF STOCKS IN OTHER CORPORATIONS.    Unless otherwise provided by resolution of the Board, the Chairman of the Board, the President or any Vice-President, from time to time, may (or may appoint one or more attorneys-in-fact or agents to) cast the votes which the Corporation may be entitled to cast as a shareholder or otherwise in any other Corporation, any of whose shares or securities may be held by the Corporation, at meetings of the holders of the shares or other securities of such other Corporations, or to consent in writing to any action by any such other Corporation. In the event one or more attorneys or agents are appointed, the Chairman of the Board, the President or any Vice-President may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent. The Chairman of the Board, the President or any Vice-President may, or may instruct the attorneys or agents appointed to, execute or cause to be executed in the name and on behalf of the Corporation and under its seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or proper in the premises.

ARTICLE IX
FORCE AND EFFECT OF BY-LAWS

        These Amended and Restated By-Laws are subject to the provisions of the General Corporation Law of the State of Delaware and the Corporation's Amended and Restated Certificate of Incorporation, as it may be amended from time to time. If any provision in these Amended and Restated By-Laws is inconsistent with a provision in that law or the Amended and Restated Certificate of Incorporation, the provision of that law or the Amended and Restated Certificate of Incorporation shall govern. Wherever in these Amended and Restated By-Laws reference is made to more than one incorporator, director, or stockholder, the same shall, if this is a sole incorporator, director, stockholder or corporation, be construed to mean the solitary person; and all provisions dealing with the quantum of majorities or quorums shall be deemed to mean the action by such one person. All pronouns contained herein, and any variation thereof, shall be deemed to refer to the masculine, feminine or neutral, singular or plural.

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QuickLinks

FORM OF AMENDED AND RESTATED BY-LAWS OF GFI GROUP INC. (a Delaware Corporation) (as of June 3, 2002)
ARTICLE I OFFICES
ARTICLE II STOCKHOLDERS
ARTICLE III DIRECTORS
ARTICLE IV OFFICERS
ARTICLE V CORPORATE SEAL
ARTICLE VI FISCAL YEAR
ARTICLE VII CONTROL OVER BY-LAWS
ARTICLE VIII GENERAL PROVISIONS
ARTICLE IX FORCE AND EFFECT OF BY-LAWS

EX-4.3

Exhibit 4.3

AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

THIS AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of June 3, 2002, by and among GFI Group Inc., a Delaware corporation (the “Company”), and each of (i) the stockholders of the Company’s Class B common stock, par value $0.01 per share, whose names and addresses are set forth on Schedule A attached hereto (the “Fenics Stockholders”), (ii) the stockholders of the Company’s Series A Convertible Preferred Stock, par value $0.01 per share, whose names and addresses are set forth on Schedule B attached hereto (the “Series A Stockholders”), (iii) the stockholders of the Company’s Series B Convertible Preferred Stock, par value $0.01 per share, whose names and addresses are set forth on Schedule C attached hereto (the “Series B Stockholders”), (iv) the stockholders of the Company’s Series C Redeemable Convertible Preferred Stock, par value $0.01 per share, whose names and addresses are set forth on Schedule D attached hereto (the “Series C Stockholders”), (v) the stockholders of the Company’s Class B common stock, par value $0.01 per share, whose names and addresses are set forth on Schedule E attached hereto (the “Class B Common Stockholders”) and (v) the stockholders of the Company’s Class A common stock, par value $0.01 per share, whose names and addresses are set forth on Schedule F attached hereto (the “Class A Common Stockholders” and, together with the Fenics Stockholders, the Series A Stockholders, the Series B Stockholders, the Series C Stockholders and the Class B Common Stockholders, the “Stockholders”).

RECITALS

WHEREAS, the Company’s authorized capital stock consists of 475,000,000 shares, 400,000,000 of which are designated as Company common stock (the “Common Stock”), consisting of 100,000,000 shares of Class A common stock, par value $0.01 per share (“Class A Common Stock”), and 300,000,000 shares of Class B common stock, par value $0.01 per share (“Class B Common Stock”), and 75,000,000 of which are designated as preferred stock, par value $0.01 per share (“Preferred Stock”).

WHEREAS, of such 75,000,000 shares of Preferred Stock, 28,000,000 shares have been designated as Series A Convertible Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), 2,000,000 shares have been designated as Series B Convertible Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock”) and 35,373,704 shares have been designated as Series C Redeemable Convertible Preferred Stock, par value $0.01 per share (the “Series C Preferred Stock”).

WHEREAS, as of the date hereof, after giving effect to this Agreement, 55,991,541 shares of Class A Common Stock, 96,454,332 shares of Class B Common Stock, 27,000,000 shares of Series A Preferred Stock, 1,700,000 shares of Series B Preferred Stock and 35,373,704 shares of Series C Preferred Stock will be issued and outstanding.

WHEREAS, the Company, the Class A Common Stockholders, the Class B Common Stockholders, the Fenics Stockholders, the Series A Stockholders and the Series B Stockholders (the “Current Stockholders”) entered into a Stockholders Agreement, dated as of November 30, 2001 (the “Original Stockholders Agreement”), which superseded the terms of all

prior agreements among such parties with respect to the subject matter of thereof, including, without limitation, (i) the Series A Shareholder Agreement, dated as of March 10, 2000, between GFInet inc. and the shareholders named therein, (ii) the Series B Shareholder Agreement, dated as of June 1, 2000, between GFInet inc. and the shareholders named therein or (ii) the Shareholders Agreement dated as of February 28, 2001, between GFInet inc. and the shareholders named therein.

WHEREAS, in connection with the consummation of the transactions contemplated by the Preferred Stock Purchase Agreement among the Series C Stockholders and the Company dated of even date herewith (the “Series C Purchase Agreement”), the Company, the Current Stockholders and the Series C Stockholders have agreed to enter into this Agreement, which amends and restates the Original Stockholders Agreement and supercedes the Original Stockholders Agreement and all prior agreements among the parties, in order to provide for certain transfer restrictions in respect of the Shares (as hereinafter defined) of the Company’s capital stock, avoid dissension among the Stockholders, prevent the transfer of shares of Common Stock to third parties which may obstruct the orderly development and management of the Company’s business and otherwise to make provisions for the future management of the Company in accordance with the particular wishes of the parties hereto.

AGREEMENT

In consideration of the premises and the mutual covenants and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

As used in this Agreement, the following terms have the following meanings:

“Adam” means Michael Adam, an individual residing in Stewarton, Ayrshire, Scotland.

“Advent” means Advent International Corporation, a Delaware corporation.

“Advent Stockholder” means any investment fund that is an Affiliate of Advent or for which Advent is the investment advisor (with full authority to bind).

“Affiliate” means, with regard to any Person, any other Person which, directly or indirectly controls, is controlled by, or is under common control with, such Person, and, with respect to any Person who is an individual, the spouse, ancestors and descendants (lineal or by marriage) thereof, or any trust(s) for the exclusive benefit of one or more of such individuals; provided, however, that no Stockholder shall be deemed an Affiliate of any other Stockholder solely by reason of any investment in the Company. “Control” (including, with correlative meaning, the terms “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the

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direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“Bankruptcy Event” means, with respect to any Person, the filing of a petition in bankruptcy by or against that Person, or an assignment by that Person for the benefit of creditors, or the commencement of any proceeding under any act of Congress or governmental authority for the relief of debtors seeking the relief or readjustment of indebtedness either through reorganization, composition, extension or otherwise, or in the case of a Person that is a business entity, upon the voluntary or involuntary dissolution of that Person.

“Board of Directors” means the Board of Directors of the Company.

“Business Day” means any day other than a Saturday, Sunday or other day on which banks are authorized or required to close in New York, New York.

“Certificate of Incorporation” means the Amended and Restated Certificate of Incorporation of the Company, as filed with the Delaware Secretary of State on November 21, 2001, including, without limitation, any certificate of designations filed therewith relating to any class or series of capital stock of the Company, as further amended or supplement from time to time in accordance with the terms thereof.

“Employment Termination Event” means (a) the termination by the Company of a Fenics Stockholder’s employment, if any, with the Company or any of its subsidiaries “for cause” (as defined in such Fenics Stockholder’s employment agreement, as in effect on the date hereof, with the Company or any of its subsidiaries or, to the extent no written employment agreement exists on the date hereof, “for cause” or “gross misconduct” as applicable, shall be determined in good faith by the Board of Directors) or (b) a Fenics Stockholder’s willful resignation from employment, if any, with the Company or any of its subsidiaries without “good reason” (as defined in such Fenics Stockholder’s employment agreement, as in effect on the date hereof, with the Company or any of its subsidiaries or, to the extent no written employment agreement exists on the date hereof, as defined in good faith by the Board of Directors) where such Fenics Stockholder is in breach of or subsequently breaches a Restrictive Covenant contained in Article VII hereof or in his employment agreement, if any, as in effect on the date hereof.

“Encumber” means to mortgage, pledge, lien, hypothecate or otherwise encumber, or agree to encumber (the result of which is an “Encumbrance”).

“Fair Market Value” of the Company’s Common Stock on a Trading Day means the average of the closing prices for the Common Stock during the four calendar weeks immediately preceding such Trading Day, in either case on the principal national securities exchange on which the Common Stock is listed or admitted to trading or, if the Common Stock is not listed or admitted to trading on any national securities exchange, but is traded in the over-the-counter market, the closing sale price of the Common Stock or, if no sale is publicly reported, the average of the closing bid and asked quotations for the Common Stock, as reported by the National Association of Securities Dealers Automated Quotation System (“NASDAQ”) or any comparable system or, if the Common Stock is not listed on NASDAQ or a comparable

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system, the closing sale price of the Common Stock or, if no sale is publicly reported, the average of the closing bid and asked prices, as furnished by two members of the National Association of Securities Dealers, Inc. who make a market in the Common Stock selected from time to time by the Company for that purpose. In addition, for purposes of this definition, a “Trading Day” shall mean, if the Common Stock is listed on any national securities exchange, a Business Day during which such exchange was open for trading and at least one trade of Common Stock was effected on such exchange on such Business Day, or, if the Common Stock is not listed on any national securities exchange but is traded in the over-the-counter market, a Business Day during which the over-the-counter market was open for trading and at least one “eligible dealer” quoted both a bid and asked price for the Common Stock. An “eligible dealer” for any day shall include any broker-dealer who quoted both a bid and asked price for such day, but shall not include any broker-dealer who quoted only a bid or only an asked price for such day. In the event the Company’s Common Stock is not publicly traded, the Fair Market Value of such Common Stock shall be determined by a nationally recognized independent appraiser selected by the Board of Directors in good faith and reasonably acceptable to the Stockholders, or in the case where only certain Stockholders’ shares are being appraised, such reasonable acceptance shall only be from those Stockholders whose shares are being appraised.

“Fenics Purchase Agreement” means the Stock Purchase Agreement, dated as of January 19, 2001, by and among GFInet inc., each of the Fenics Stockholders and Fenics Limited, as in effect on the date hereof.

“Gamma” means, collectively, Gamma Fund I LP,a Delaware limited partnership, and Gamma GFI LP, a Delaware limited partnership.

“Involuntary Transfer” means any transaction, proceeding or action by or in which any Stockholder shall be involuntarily deprived or divested of any right, title or interest in or to any of the Shares, including, without limitation, any seizure under levy of attachment or execution, Transfer in connection with a Bankruptcy Event or other court proceeding to a trustee in bankruptcy or receiver or other officer or agent, or any Transfer to a state or to a public officer or agency pursuant to any statute pertaining to escheat or abandoned property.

“JPI” means Jersey Partners Inc., a New York corporation.

“Material Adverse Effect” means any circumstances, change in, or effect on either the Company or any of its subsidiaries or Affiliates, whether individually or taken as a consolidated whole, which is, or could reasonably be expected in the future to be, materially adverse to the operations, assets (tangible or intangible), intellectual property, proprietary technology, know-how, employee relationships, customer or supplier relationships, market good will, results of operations, condition (financial or otherwise), of the Company or any of its subsidiaries or Affiliates, whether individually or taken as a consolidated whole.

“Person” means any individual, estate, legal representative, trust, partnership, association, organization, firm, company or corporation, joint venture, any other business entity, unincorporated or incorporated, any nation or any state or territory thereof or any public officer, agency, board or instrumentality thereof.

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“Reg S Persons” shall mean each of the Third Graymarsh Trust, The Alexandra Simon 1995 Settlement, the Michael Adam 2000 Discretionary Settlement (registered in the names of Michael Adam and John Riches, as owners) and Simon Rockall.

“Restrictive Covenant” means any covenant not to compete, not to solicit employees, customers or suppliers of goods or services to the Company, or not to disclose confidential information with respect to the Company or any of its subsidiaries or Affiliates, including, but in no way limited to, those covenants contained in Article VII hereof, and any such covenant included in any employment agreement, stock option agreement, consulting agreement, non-competition agreement, confidentiality agreement, non-solicitation agreement or any other agreement entered into by a Stockholder and the Company or any of its subsidiaries or Affiliates.

“Sale of the Company” means: (i) the sale of all, or substantially all, of the Company’s consolidated assets in any single transaction or series of related transactions; (ii) the sale of a majority of the outstanding shares of capital stock of the Company in any single transaction or series of related transactions; or (iii) any merger or consolidation of the Company with or into another corporation, unless, after giving effect to such merger or consolidation, the holders of the Company’s voting securities (on a fully-diluted basis) immediately prior to the merger or consolidation own voting securities (on a fully diluted basis) of the surviving or resulting corporation representing a majority of the ordinary voting power to elect a majority of the directors of the surviving or resulting corporation.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Series C Designation” means the Certificate of Designation, Preferences and Rights of Series C Redeemable Convertible Preferred Stock of the Company.

“Series C Issue Price” shall have the meaning set forth in the Series C Designation.

“Shares” means, with respect to any Stockholder, (i) all or any shares of Common Stock of the Company (or of any other corporation into or with which the Company may be merged or consolidated, if immediately following such transaction all of the capital stock of the surviving or resulting corporation is held by persons who were Stockholders immediately preceding such transaction) now owned or hereafter acquired by such Stockholder, (ii) all or any securities exchangeable for or convertible into shares of Common Stock, and (iii) any options, rights or warrants to acquire shares of Common Stock, in each case now owned or hereafter acquired by such Stockholder. Any reference to Shares or to any number of Shares shall be adjusted upward or downward to reflect any pro rata increase or decrease in the outstanding Shares by reason of any dividend in Shares, split-up of Shares, redemption of Shares, combination of Shares into a lesser number of Shares, recapitalization, reclassification, exchange pursuant to a merger or consolidation or similar event (if immediately following such transaction all of the capital stock of the surviving or resulting corporation is held by persons who were Stockholders immediately preceding such transaction).

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“TC” means, collectively, Thompson Clive Investments plc, an English public limited company, and HSBC International Trustee Limited re Thompson Clive International, a Jersey Unit Trust.

“3i” means 3i Group plc, an English public limited company.

“Transfer” means to sell, assign, convey, donate, bequeath, transfer, hypothecate, pledge, encumber, grant a security interest in or otherwise dispose of (whether by operation of law or otherwise), or agree to transfer.

“Venturion” means Venturion GFJ LLC, a Delaware limited liability company.

ARTICLE II

RESTRICTIONS ON TRANSFER OR ENCUMBRANCE

Section 2.1. No Transfer Except as Herein Provided. Except in accordance with and subject to the provisions of Articles II and III of this Agreement and applicable law, no Stockholder or legal representative of a Stockholder shall voluntarily Transfer any Shares or any right, title or interest therein or thereto to a third party without the prior written consent of the Company. Neither the Shares nor any such right, title nor interest therein shall be involuntarily Transferred except in accordance with and subject to the provisions of Article IV of this Agreement and, with respect to the Fenics Stockholders, the terms of that certain Escrow Agreement, dated as of February 28, 2001, as amended, by and among Greenberg Traurig, LLP and the parties named therein (the “Escrow Agreement”). The Stockholders hereby acknowledge that, neither their Shares, nor any interest therein may be Transferred unless (1) a registration statement with respect thereto is effective under the Securities Act and any applicable state securities or “Blue Sky” laws, or (2) the Company receives an opinion of counsel to the holder of such securities, which counsel and opinion are reasonably satisfactory to counsel to the Company, that such securities may be offered, sold, pledged, assigned or transferred in the manner contemplated without an effective registration statement under the Securities Act and applicable state securities or “Blue Sky” laws.

Section 2.2.Limitation on Encumbrances. In order that the intention of the parties with respect to the Transfer of the Shares shall not be frustrated, impaired or restricted by any proceeding resulting from or otherwise in respect of the encumbering of any Shares, except with the prior written consent the Company, or as otherwise may arise under the Escrow Agreement, no Stockholder shall at any time Encumber any Shares unless in connection therewith the person to whom such Shares are Encumbered (the “Secured Party”) agrees that upon foreclosure (other than foreclosures arising under the Escrow Agreement) upon such Shares following any default with respect to the indebtedness or other obligation secured thereby, the Secured Party will promptly make or obtain from a third party a bona fide offer for such Shares, and the other Stockholders and the Company shall have the first right to purchase for cash at the price offered by such third party all of the Encumbered Shares upon such terms and conditions as if such third party had made an offer to purchase all of such Shares at such price pursuant to the provisions of Article III of this Agreement.

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Section 2.3. Agreement to be Bound. Notwithstanding anything to the contrary contained herein, no Transfer or Encumbrance otherwise permitted or required by this Agreement shall be permitted and deemed effective if the Company determines, reasonably and in good faith, that: (i) the proposed transferee is a direct competitor of the Company; (ii) the proposed Transfer or Encumbrance is violative of federal or applicable state securities laws; (iii) the proposed Transfer or Encumbrance would result in the Company or any of its subsidiaries being an “investment company” within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”), or result in the Company or any of its subsidiaries being directly or indirectly controlled by or acting on behalf of any Person which is an “investment company” within the meaning of the Investment Company Act or (iv) subject the Company to the reporting requirements of Section 12 of 15(d) of the United States Securities Exchange Act of 1934, as amended. In addition, no Transfer or Encumbrance otherwise permitted or required by this Agreement shall be effective unless and until the proposed transferee shall execute and deliver to the Company an appropriate instrument satisfactory to the Company in which such transferee agrees to be bound by this Agreement and to observe and comply with this Agreement and with all obligations and restrictions imposed on the Stockholders hereby.

Section 2.4. Transfers in Violation of this Agreement. Transfers and Encumbrances of the Shares may only be made in strict compliance with all applicable terms of this Agreement, and any purported Transfer or Encumbrance of Shares that does not so comply with all applicable provisions of this Agreement shall be void and ineffective, and the Company shall not recognize or be bound by any such purported Transfer or Encumbrance and shall not effect any such purported Transfer on the stock transfer books of the Company.

Section 2.5. Regulation S. Each of the Reg S Persons acknowledges and agrees that, pursuant to the provisions of Regulation S promulgated pursuant to the Securities Act, their Shares cannot be sold, assigned, transferred, conveyed, pledged or otherwise disposed of to any U.S. Person (as that term is defined in Regulation S) or within the United States of America or its territories or possessions for a period of one year from and after April 5, 2001, unless such shares are registered for sale in the United States pursuant to an effective registration statement under the Securities Act or another exemption from such registration is available. Each of the Reg S Persons agrees that hedging transactions with regard to those Shares will not occur unless in compliance with the Securities Act. Each of the Reg S Persons acknowledges and agrees that the Company shall be required to refuse to register any transfer of Shares not made in accordance with applicable U.S. securities laws.

ARTICLE III

VOLUNTARY TRANSFERS

Notwithstanding anything to the contrary herein, no Transfer of Shares may be made by a Stockholder without full compliance with the terms and conditions of this Agreement and the Company shall not, and shall not be required, to recognize any such Transfer of Shares.

Section 3.1. Third Party Offer. If any Stockholder (the “Stockholder Offeree”) receives a “bona fide” written offer, whether such offer is transmitted to one or more

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Stockholders of the Company, (the “Third Party Offer”) from a potential transferee (the “Third Party Offeror”) to purchase Shares owned by the Stockholder Offeree and the Stockholder Offeree proposes to accept the Third Party Offer, the Stockholder Offeree may not sell any of such Shares unless (a) such Stockholder Offeree has complied with the provisions of this Article III prior to taking any such action, or (b) such sale constitutes an “Exempt Transfer” pursuant to Section 3.11 hereof. Within ten (10) days following the receipt of the Third Party Offer, the Stockholder Offeree shall obtain from the Third Party Offeror a statement in writing addressed to the Stockholder Offeree and signed by the Third Party Offeror in as many counterparts as may be necessary (collectively, the “Statement”) setting forth (i) the date of the Statement (the “Statement Date”); (ii) the number of Shares covered by the Third Party Offer, the price per Share to be paid by the Third Party Offeror (the “Third Party Price”) and the terms of payment of such Third Party Price; (iii) a representation that the Third Party Offer has been approved by the Third Party Offeror’s board of directors (or the equivalent if the Third Party Offeror is not a corporation), if the Third Party Offeror is not an individual; (iv) the Third Party Offeror’s willingness to be bound by the terms of this Agreement if the Third Party Offer is accepted; (v) the Third Party Offeror’s name, address and telephone number; and (vi) the Third Party Offeror’s willingness to supply any additional information about itself as may be reasonably requested by any of the Stockholders other than the Stockholder Offeree (the “Other Stockholders”). The provisions of Sections 3.1 through 3.8 shall not apply to any Third Party Offer which, if consummated, would constitute a Sale of the Company pursuant to clause (ii) or (iii) of the definition thereof.

Section 3.2. Company Notice. Within five (5) days following the Statement Date, the Stockholder Offeree shall give notice (the “Company Notice”) to the Company stating that it proposes to accept the Third Party Offer. The Stockholder Offeree shall deliver (i) the Statement and (ii) evidence reasonably satisfactory to the Company as to the Third Party Offeror’s financial ability to consummate the proposed purchase (the “Financial Information”).

Section 3.3. First Option. Subject to Section 3.6 hereof, the Company shall thereupon have the irrevocable and exclusive option, but not the obligation (the “First Option”), to purchase all, or any portion of the Shares which the Third Party Offeror has proposed to purchase from the Stockholder Offeree (the “Subject Shares”) at the closing referred to in Section 3.7 hereof, and for the purchase price and on the terms set forth in Section 3.8 hereof. The First Option shall be exercised by the Company by giving notice (the “First Option Notice”) to the Stockholder Offeree within fifteen (15) days following the date of the Company Notice that the Company elects to exercise the First Option. Upon exercise of the First Option, the Company shall have the obligation to purchase that portion of the Subject Shares that it elected to purchase on and subject to the terms and conditions hereof. Failure by the Company to exercise the First Option or to give a First Option Notice on or prior to the fifteenth (15^th) day after the date of the Company Notice shall be deemed an election by it not to exercise the First Option.

Section 3.4. Other Stockholders Notice. Upon the election by the Company not to exercise or to partially exercise the First Option, as the case may be, and (a) to the extent that, together with all prior Transfers of Shares by the Stockholder Offeree, the Transfer of Shares pursuant to the Third Party Offer would result in a Transfer of Shares constituting more than one percent (1%) of the aggregate number of Shares outstanding on the date of such Third Party

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Offer, or (b) if the Third Party Offeror is not a then current shareholder of the Company, then the Stockholder Offeree shall give notice (the “Other Stockholders Notice”) to the Other Stockholders stating that the Company has either elected to partially exercise the First Option or has elected not to exercise the First Option. The Stockholder Offeree shall deliver with the Other Stockholders Notice (i) the Statement, (ii) the First Option Notice, if applicable, and (iii) the Financial Information.

Section 3.5. Second Option. Subject to Section 3.6  hereof and the receipt of a notice under Section 3.4 hereof, if the First Option is not exercised in full, the Other Stockholders shall thereupon have the irrevocable and exclusive option, but not the obligation (the “Second Option”), to purchase all, but not less than all, of the Subject Shares at the Closing referred to in Section 3.7 hereof and for the purchase price and on the terms set forth in Section 3.8 hereof. The Second Option shall be exercised by the Other Stockholders by giving notice (the “Second Option Notice”) to the Stockholder Offeree and the Company, within ten (10) days following the date of the Other Stockholders Notice, that such Other Stockholders elect to exercise the Second Option. Any purchase of the Subject Shares by the Other Stockholders pursuant to this Section 3.5 shall be pro rata among the Other Stockholders electing to purchase such Subject Shares, according to such Other Stockholders’ respective beneficial ownership of Common Stock (on a fully diluted basis), unless such Other Stockholders shall otherwise agree. Upon exercise of the Second Option, the exercising Other Stockholders shall have the obligation to purchase the Subject Shares on and subject to the terms and conditions hereof. Failure by any Other Stockholder entitled to exercise the Second Option to give a Second Option Notice on or prior to the tenth (10^th) day after the date of the Second Option Notice shall be deemed an election by it not to exercise the Second Option. Notwithstanding anything to the contrary contained herein, in the event of a liquidation of any Stockholder entity and the distribution of Shares owned or controlled by any such entity to its current or former members or partners, such members or partners, and such liquidating entity, shall not be entitled to participate in the Second Option notwithstanding that such members or partners have become Stockholders under this Agreement pursuant to the requirements of Section 2.3 hereof.

Section 3.6. Purchases of Less than All Subject Shares. Anything in Sections 3.3 and 3.5 to the contrary notwithstanding, the Company and the Other Stockholders having the First Option and the Second Option, respectively, may pursuant to the exercise of the First Option or the Second Option purchase fewer than all of the Subject Shares, provided that the Company and such persons in the aggregate elect to purchase all, but not less than all, of the Subject Shares, and it shall be a condition precedent to the obligation of the Company, the Other Stockholders exercising the Second Option and the Stockholder Offeree to purchase or sell, as applicable, any Subject Shares that all, but not less than all, of the Subject Shares have in the aggregate been elected to be purchased pursuant to the exercise of the First Option and the Second Option.

Section 3.7. Closing; Right to Transfer. If any Subject Shares are purchased by the Company or the Other Stockholders pursuant to the First Option or the Second Option, respectively, then such purchases shall, unless the parties thereto otherwise agree, be completed at a closing to be held at the principal office of the Company at 10:00 a.m., local time, on the tenth (10^th) Business Day following the exercise of the last to be exercised of the First Option or the Second Option, as the case may be. If neither the First Option nor the Second Option is

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exercised pursuant to this Article III, the Stockholder Offeree shall be entitled to Transfer, at any time during the 120-day period following the date on which the Company and the Other Stockholders shall have elected not to purchase the Subject Shares pursuant to the First Option and the Second Option, respectively (or shall have failed to exercise the First Option or the Second Option, as the case may be, within the time periods set forth herein), all, but not less than all, of the Subject Shares for a purchase price that is no less than the Third Party Price and upon terms that, in the aggregate, are no less favorable than those stated in the Third Party Offer. If the Subject Shares are not purchased by the Third Party Offeror within such 120-day period, the restrictions provided for in this Article III shall again become effective, and no Transfer of such Subject Shares otherwise permitted by this Agreement may thereafter be made without again offering the same to the Company and the Other Stockholders in accordance with the terms and conditions of this Article III.

Section 3.8. Purchase Price. The purchase price for any Subject Shares sold pursuant to the First Option or the Second Option shall be no less than the Third Party Price. The purchase and sale shall otherwise be on the applicable terms and conditions of the Third Party Offer. The full amount of the purchase price for any Subject Shares purchased pursuant to this Article III shall be paid in full in cash, or by certified or cashier’s check, at the closing described in Section 3.7  hereof. In the event that the subject Third Party Offer provides for payment for any of the Subject Shares, in whole or in part, by means of any consideration other than cash, the Company and the Other Stockholders (as applicable) may purchase the Subject Shares pursuant to the First Option or Second Option, respectively, for such consideration, if reasonably available to the Company and Other Stockholders, or if not, for its cash equivalent. The cash equivalent of such consideration shall be fixed by a competent independent appraiser mutually selected by the Company and the Stockholder Offeree. In the event the Company and the Stockholder Offeree cannot select a mutually acceptable appraiser, each shall select a competent, independent appraiser, which appraisers shall then select a third competent, independent appraiser, whose determination as to value shall be conclusive and binding on the parties.

Section 3.9. Participation in Approved Sale. No Stockholder will proceed with a transaction which, if consummated, would constitute a Sale of the Company under clause (ii) or (iii) of the definition thereof without complying with the provisions of this Section 3.9.

(a) If the Stockholder(s) of the Company holding a majority of the outstanding shares of capital stock of the Company (regardless of class or series of capital stock of the Company) entitled to vote thereon (voting as a single class of Common Stock) approve a Sale of the Company to an independent third party, and such sale is approved by the holders of a majority of the outstanding shares of Series C Preferred Stock pursuant to Section 6(c)(vii) of the Series C Designation, to the extent such approval is required by the terms thereof (an “Approved Sale”), each Stockholder shall consent to, vote in favor of and raise no objections against, the Approved Sale, and if the Approved Sale is structured as a sale of stock to such third party, each of the Stockholders shall agree to sell all of his, her or its rights, title or interest in the Shares and rights or options to acquire Shares, on the terms and conditions approved by the Stockholders of the Company entitled to vote thereon. The Stockholders agree to take all necessary and desirable actions in connection with the consummation of the Approved Sale of the Company, and no Stockholder shall Transfer any Shares pursuant to a transaction which, if consummated, would

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constitute a Sale of the Company under clause (ii) or (iii) of the definition thereof unless all of the issued and outstanding capital stock is sold pursuant to an Approved Sale. For purposes of this Section 3.9, an “independent third party” is any Person who does not own in excess of 5% of the Company’s outstanding shares of capital stock on a fully-diluted basis, and who is not an Affiliate of any such 5% owner of the Company’s outstanding shares of capital stock.

(b) The obligations of the Stockholders under this Section 3.9 with respect to an Approved Sale of the Company are subject to the satisfaction of the following conditions: (i) subject to Section 3.9(c),upon the consummation of the Approved Sale, all of the beneficial holders of Common Stock will receive the same form and amount of consideration per share of Common Stock, or if any holders are given an option as to the form and amount of consideration to be received, all holders will be given the same options; (ii) upon the consummation of the Approved Sale, in the order of their respective preferences, all of the beneficial holders of Preferred Stock (subject to clause (iii) below) shall receive an amount not less than the preferential amount, if any, that such holder may be entitled to receive, in the order of their respective preferences; (iii) upon the consummation of the Approved Sale, the Series C Stockholders shall receive, in the aggregate, an amount equal to the greater of (A) the product obtained by multiplying (1) the Series C Issue Price (adjusted to reflect any stock splits, stock combinations, stock dividends, recapitalizations, and like occurrences) plus an amount equal to 8% of the Series C Issue Price, compounded annually, by (2) the number of shares of Series C Preferred Stock owned by the Series C Stockholders, or (B) an amount equal to the sum of (1) the Series C Issue Price (adjusted to reflect any stock splits, stock combinations, stock dividends, recapitalizations, and like occurrences) multiplied by the number of shares of Series C Preferred Stock owned by the Series C Stockholders plus (2) the amount determined by multiplying (x) the difference between (i) the aggregate consideration to be paid for all equity securities by the independent third party in connection with the Approved Sale and (ii) the amount determined pursuant to clause (B)(1) above, by (y) a fraction, the numerator of which is equal to the number of shares of Common Stock that are deemed owned by the Series C Stockholders (assuming a hypothetical conversion of the shares of Series C Preferred Stock held by such Series C Stockholders into shares of Common Stock pursuant to section 4(a) of the Series C Designation) immediately prior to the consummation of the Approved Sale, and the denominator of which is equal to the number of shares of Common Stock, on an as-converted basis, to be sold by all Stockholders in connection with the Approved Sale; and (iv) all holders of rights or options to acquire Shares which have vested prior to or will vest upon the consummation of the Approved Sale will be given, subject to the absolute discretion of the Board of Directors of, either (A) an opportunity to exercise such rights or options prior to the consummation of the Approved Sale and participate in such sale as holders of Common Stock or (B) subject to approval by the Board of Directors in its sole and absolute discretion, an opportunity to receive, upon the consummation of the Approved Sale, in exchange for such rights or options, consideration equal to the amount determined by multiplying (1) the same amount of consideration per share of Common Stock which would have been received by the holders of Common Stock in connection with the Approved Sale if all such rights or options had been exercised prior to the Approved Sale less the exercise price (per share of Common Stock) of such rights or options to acquire Shares by (2) the number of Shares represented by such rights or options.

(c) Notwithstanding anything in this Section 3.9 to the contrary, the only representations, warranties or covenants that any Stockholder, other than a Class A Common

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Stockholder, participating in an Approved Sale shall be required to make in his, her or its capacity as a Stockholder in connection with a sale of Shares pursuant to this Section 3.9 are representations and warranties with respect to the ownership of the Shares to be sold by such Stockholder and such Stockholder’s ability to convey title to the Shares to be sold by such Stockholder free and clear of any liens, encumbrances or adverse claims (other than those imposed by this Agreement, the Certificate of Incorporation, the Company’s By-laws or any applicable securities laws). The liability of each Stockholder, other than a Class A Common Stockholder, in his, her or its capacity as a Stockholder, participating in an Approved Sale with respect to any representation or warranty made in connection with a sale of Shares pursuant to this Section 3.9 shall be several and not joint with any other person, and such liability shall be limited to the amount of the net proceeds actually received by each such Stockholder in the sale of Shares pursuant to this Section 3.9. No Stockholder, other than a Class A Common Stockholder, in his, her or its capacity as a Stockholder, participating in an Approved Sale shall be required to provide any indemnification or escrow to any Person in connection with the sale of Shares pursuant to this Section 3.9, other than with respect to the representations, warranties and covenants made by such Stockholder or in connection with the sale of Shares pursuant to this Section 3.9.

Section 3.10. Tag-Along Rights. No Stockholder will proceed with a Transfer of Shares without complying with the provisions of this Section 3.10, or, in the case of a transaction which, if consummated, would constitute a Sale of the Company under clause (ii) or (iii) of the definition thereof, without complying with the provisions of Section 3.9 above. Any Stockholders participating in a voluntary Transfer of all or any portion of its Shares will be deemed, for purposes of this provision, to be a Tag-Along-Offeror required to comply with the provision of this Section 3.10.

(a) If a Stockholder (the “Tag-Along Offeror”) determines to Transfer (a “Tag-Along Offer”) Shares which, together with all prior Transfers of Shares held by the Tag-Along Offeror, would constitute more than 1% of the aggregate number of Shares outstanding on the date of such proposed Transfer (the “Tag-Along Shares”), the Tag-Along Offeror shall provide written notice (the “Tag-Along Notice”) of such Tag-Along Offer to the other Stockholders (each, a “Tag-Along Offeree”) in the manner set forth in this Section 3.10. The Tag-Along Notice shall identify the proposed transferee or transferees (the “Transferee”), the Tag-Along Shares (including an identification of the class or series of Shares for which the Tag-Along Offer is made), the price contained in the Tag-Along Offer for all of the Tag-Along Shares in the aggregate (the “Aggregate Consideration”) and on a per Share basis, the estimated expenses associated with the sale, a description of all the other terms and conditions of the Tag-Along Offer (including, without limitation, the proposed closing date thereof, which shall not be less than thirty (30) Business Days following the date of the Tag-Along Notice) and, in the case of a Tag-Along Offer in which the consideration payable for Tag-Along Shares consists in part or in whole of consideration other than cash, a description of the non-cash component of the consideration, together with the Tag-Along Offeror’s reasonable estimate of the fair market value of such non-cash component. Notwithstanding anything in this Section 3.10 to the contrary, the Transferee may elect to not accept part or all of the Shares described in the Tag-Along Acceptance (as defined below), which are not part of the identical series or class of shares as the Tag-Along Shares, provided that all of the shares of such series or class are excluded. For

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purposes of this Section 3.10, any shares of Class A Common Stock shall be considered the identical class or series of shares as the shares of Class B Common Stock.

(b) Any Tag-Along Offeree that does not agree to purchase Shares pursuant to Section 3.5 hereof shall have the right and option, exercisable as set forth below, to accept the Tag-Along Offer for up to such number of Shares in respect of which the Tag-Along Offer is made (subject to Section 3.10(c) hereof), as is determined in accordance with the provisions of this Section 3.10. The terms of any sale of such Shares by a Tag-Along Offeree pursuant to the exercise of its option under this Section 3.10 shall be the same terms as those for the sale of Shares by the Tag-Along Offeror as set forth in the Tag-Along Notice; provided that with respect to a Tag-Along Offer involving a Transfer of Shares by JPI which, when added together with all other Transfers of Shares by JPI during the twelve (12) month period immediately preceding the date of the Tag-Along Notice, are in excess of 1% of the aggregate number of Shares outstanding on the date of the Tag-Along Notice, then upon any Transfer of Tag-Along Offeree Shares (as defined below) consisting of shares of Series C Preferred Stock (or shares of Common Stock obtained upon conversion of shares of Series C Preferred Stock), the aggregate purchase price to be paid by the Transferee to the Series C Stockholders shall be equal to, in the aggregate, the greater of (A) the product obtained by multiplying (1) the Series C Issue Price (adjusted to reflect any stock splits, stock combinations, stock dividends, recapitalizations, and like occurrences) plus an amount equal to 8% of the Series C Issue Price, compounded annually, by (2) the number of shares of Series C Preferred Stock to be Transferred (or which are converted into Tag-Along Offeree Shares to be Transferred) by all Series C Stockholders in connection with the Tag-Along Offer, or (B) an amount equal to the sum of (1) the Series C Issue Price (adjusted to reflect any stock splits, stock combinations, stock dividends, recapitalizations, and like occurrences) multiplied by the number of shares of Series C Preferred Stock to be Transferred (or which are converted into Tag-Along Offeree Shares to be Transferred) by all Series C Stockholders in connection with the Tag-Along Offer plus (2) the amount determined by multiplying (x) the difference between (i) the Aggregate Consideration to be paid by the Transferee, as set forth in the Tag-Along Notice, and (ii) the amount determined pursuant to clause (B)(l) above, by (y) a fraction, the numerator of which is equal to the number of Tag-Along Offeree Shares that are proposed to be sold by all Series C Stockholders to the Transferee in connection with the Tag-Along Offer and the denominator of which is equal to the number of Tag-Along Shares that are proposed to be sold by all Stockholders to the Transferee in connection with the Tag-Along Offer. Any general indemnity given by the sellers, applicable to liabilities not specific to a particular seller, to the purchasers in connection with such sale shall be apportioned among all the sellers according to the consideration to be received by each seller. If the Tag-Along Offerees desire to exercise such option, they shall each provide the Tag-Along Offeror with written irrevocable notice (the “Tag-Along Acceptance”) (specifying, subject to Section 3.10(c) below, the number of Tag-Along Shares as to which the Tag-Along Offeree is accepting the Tag-Along Offer), within seven (7) Business Days after the date on which the Tag-Along Notice is given (the “Tag-Along Notice Period”).  If any Tag-Along Offerees so accept (in whole or in part) the Tag-Along Offer, the Tag-Along Offerees shall each, upon the earlier of (i) three (3) Business Days prior to the consummation of the sale or other disposition of the Tag-Along Shares pursuant to the Tag-Along Offer or (ii) ten (10) Business Days following the expiration of the Tag-Along Notice Period, deliver to the Company or to such other Person as may be agreed upon by the Tag-Along Offeror, to be held by such Person for sale or return upon the terms of this Section 3.10, the certificate or certificates representing the Shares to be sold or

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otherwise Transferred pursuant to such Tag-Along Offer by such Tag-Along Offerees, duly endorsed, together with a limited power of attorney authorizing the Tag-Along Offeror to sell or otherwise Transfer such Shares pursuant to the terms of the Tag-Along Offer.

(c) The Tag-Along Offeree shall have the right to sell, pursuant to the Tag-Along Offer, the number of Shares (the “Tag-Along Offeree Shares”), equal to either: (i) the number of Shares equal to the product arrived at by multiplying (A) the total number of Shares to be sold pursuant to such Tag-Along Offer, as the case may be, by (B) a fraction, the numerator of which shall be the total number of Shares held by such Tag-Along Offeree, and the denominator of which shall be the total number of the then outstanding Shares the holders of which have rights under this Section 3.10 (which shall not include any series or class of Shares that have not been accepted by the Transferee pursuant to Section 3.10(a)hereof), or (ii) such lesser number of Shares as designated by the Tag-Along Offeree. For purposes of clause (i) of the preceding sentence and the determination of the number of Tag-Along Offeree Shares applicable to a particular Stockholder, all shares of Preferred Stock shall be counted on an as-converted basis (assuming a hypothetical conversion of such Preferred Stock into shares of Common Stock, including, in the case of shares of Series C Preferred Stock, pursuant to section 4(a) of the Series C Designation).

(d) Within seven (7) Business Days after the consummation of the sale or other Transfer of the Tag-Along Shares pursuant to the Tag-Along Offer, the Tag-Along Offeror shall notify the Tag-Along Offerees thereof and shall remit to each Tag-Along Offeree the total sales price of each of the Tag-Along Offeree Shares previously held by each such Tag-Along Offeree and sold or otherwise Transferred pursuant thereto (after deduction of the proportionate share of the expenses associated with such sale, based on the number of the Tag-Along Offeree Shares in relation to the number of Tag-Along Shares).

(e) If at the termination of the Tag-Along Notice Period, any Tag-Along Offeree shall not have accepted the Tag-Along Offer, the Tag-Along Offeree will be deemed to have waived any and all of its rights under this Section 3.10 with respect to the sale or other Transfer of any Shares pursuant to such Tag-Along Offer as described in the Tag-Along Notice. The Tag-Along Offeror shall have 120 days (or such longer period not exceeding 180 days as may be necessary to comply with any applicable provisions of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended) in which to sell the Tag-Along Shares and Tag-Along Offeree Shares not otherwise excluded pursuant to the previous sentence, at a price not higher than that contained in the Tag-Along Notice and on terms not materially more favorable to the Tag-Along Offeror than were contained in the Tag-Along Notice. If, at the end of such 120-day period (or such longer period, as aforesaid), the Tag-Along Offeror has not completed the sale of all the Tag-Along Shares, the Tag-Along Offeror shall return to the Tag-Along Offeree all certificates representing the Tag-Along Shares which the Tag-Along Offeree delivered for sale or other Transfer pursuant to this Section 3.10 and this Section 3.10 shall again apply to offers and sales of Tag-Along Shares.

(f) Notwithstanding anything contained in this Section 3.10 to the contrary, there shall be no liability on the part of the Tag-Along Offeror to any person, if the sale of Tag-Along Shares pursuant to this Section 3.10 is not consummated for whatever reason. The Tag-Along Offeror shall have full and absolute discretion to effect or not to effect the transaction

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contemplated by the Tag-Along Offer pursuant to this Section 3.10, provided, however, that if it does elect to effect such a transaction, it must comply with the tag-along provisions contained herein.

Section 3.11. Exempt Transfers.

(a) The provisions contained in Sections 3.1 through 3.8 and in Section 3.10 hereof shall not apply to a Transfer pursuant to the Escrow Agreement or a Transfer by JPI, Venturion, Gamma, 3i, TC or any Advent Stockholder to any Affiliate (or, in the case of an Advent Stockholder, to any Affiliate of Advent) that it owns, within the meaning of Rule 405 of the Securities Act, or controls, or with respect to investment funds, those investment funds for which it is the investment advisor (with full authority to bind).

(b)           The provisions contained in Section 3.10 hereof shall not apply to a Transfer by JPI, so long as and to the extent that JPI (i) sells no more than ten percent (10%) of its Shares during any twelve (12) month period and (ii) uses the net proceeds from any such sale to repurchase its own capital stock from stockholders other than Michael Gooch or his Affiliates.

(c)           The provisions contained in Section 3.10 hereof shall not apply to a Transfer by any Series C Stockholder pursuant to the terms of Section 2.04 of the Series C Purchase Agreement or Section 5of the Series C Designation.

Section 3.12. Certain Restricted Transferees. Notwithstanding anything contained in this Article III to the contrary, any Transfer of Shares to a Restricted Transferee (as defined below) shall require the prior written consent of a majority of the members of the Board of Directors not elected by the Transferor or its Affiliates. For purposes hereof, the term “Restricted Transferee” shall mean any Person set forth on Schedule 3.12 attached hereto and any other Person that the members of the Board of Directors, other than members elected by the Transferor and its Affiliates, deems in good faith to be a competitor of the Company.

ARTICLE IV

INVOLUNTARY TRANSFERS

Section 4.1. Involuntary Transfers. The provisions of this Agreement shall apply to any Shares that at any time become subject to an Involuntary Transfer (the “Involuntary Transfer Shares”) and the Company, the Stockholder owning the Involuntary Transfer Shares (the “Subject Stockholder”) and any Person to whom the Involuntary Transfer Shares are proposed to be Transferred (a “Proposed Transferee”).

Section 4.2. Notice. Promptly upon obtaining knowledge of the occurrence of any Involuntary Transfer or the occurrence of any event that will result in an Involuntary Transfer, the Company and the Subject Stockholder shall give notice (the “Involuntary Transfer Notice”) to the other Stockholders (the “Other Stockholders”) stating the circumstances alleged

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to require the Involuntary Transfer, when the Involuntary Transfer occurred or is to occur, the number of the Involuntary Transfer Shares and the name, address and capacity of the Proposed Transferee.

Section 4.3. First Involuntary Transfer Option. The Company shall thereupon have the irrevocable and exclusive option, but not the obligation (the “First Involuntary Transfer Option”), to purchase any or all of the Involuntary Transfer Shares at the closing referred to in Section 4.5 and for the purchase price and on the terms set forth in Section 4.6. The First Involuntary Transfer Option shall be exercised by the Company by giving notice (the “First Involuntary Transfer Option Notice”) to the Subject Stockholder and any Proposed Transferee within fifteen (15) days following the date of the Involuntary Transfer Notice that the Company elects to exercise the First Involuntary Transfer Option as to any or all of the Involuntary Transfer Shares. Upon exercise of the First Involuntary Transfer Option, the Company shall have the obligation to purchase such Involuntary Transfer Shares on and subject to the terms and conditions hereof. Failure by the Company to exercise the First Involuntary Transfer Option or to give a First Involuntary Transfer Option Notice shall be deemed an election by it not to exercise the First Involuntary Transfer Option.

Section 4.4. Second Involuntary Transfer Option. If the First Involuntary Transfer Option is not exercised as to all of the Involuntary Transfer Shares, the Other Stockholders shall thereupon have the irrevocable and exclusive option, but not the obligation (the “Second Involuntary Transfer Option”), to purchase any or all of the Involuntary Transfer Shares as to which the First Involuntary Transfer Option was not exercised (the “Remaining Shares”) at the closing referred to in Section 4.5 and for the purchase price and on the terms set forth in Section 4.6. The Second Involuntary Transfer Option shall be exercised by the Other Stockholders by giving notice (the “Second Involuntary Transfer Option Notice”) to the Company, the Subject Stockholder and any Proposed Transferee, within fifteen (15) days following the expiration of the fifteen (15) day period referred to in Section 4.3, that such Other Stockholders elect to exercise the Second Involuntary Transfer Option as to any or all of the Remaining Shares. Any purchase of Remaining Shares by Other Stockholders pursuant to this Section 4.4 shall be pro rata among the Other Stockholders electing to purchase such Remaining Shares, according to such Other Stockholders’ respective beneficial ownership of Common Stock, unless such Other Stockholders shall otherwise agree. Upon exercise of the Second Involuntary Transfer Option, the exercising Other Stockholders shall have the obligation to purchase such Remaining Shares on and subject to the terms and conditions hereof. Failure by any Other Stockholder entitled to exercise the Second Involuntary Transfer Option to give a Second Involuntary Transfer Option Notice shall be deemed an election by it not to exercise the Second Involuntary Transfer Option. Any of the Involuntary Transfer Shares which are not purchased pursuant to exercise of the First Involuntary Transfer Option or the Second Involuntary Transfer Option shall remain subject to the Involuntary Transfer. Notwithstanding anything to the contrary contained herein, in the event of a liquidation of any Stockholder entity and the distribution of Shares owned or controlled by any such entity to its current or former members or partners, such members or partners, and such liquidating entity, shall not be entitled to participate in the Second Involuntary Transfer Option, notwithstanding that such members or partners have become Stockholders under this Agreement pursuant to the requirements of Section 2.3 hereof.

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Section 4.5. Closing. If any Shares are purchased by the Company or the Other Stockholders pursuant to this Article IV, then such purchases shall, unless the parties thereto otherwise agree, be completed at a closing to be held at the principal office of the Company at 10:00 a.m. local time on the tenth (10^th) Business Day following the earlier to occur of (i) the exercise of the First Involuntary Transfer Option or the Second Involuntary Transfer Option with respect to all of the Involuntary Transfer Shares or (ii) the expiration of the fifteen (15) day period referred to in Section 4.4.

Section 4.6. Purchase Price. The purchase price to be paid for each Share sold pursuant to this Article IV shall be, at the sole discretion of the Company, an amount in cash or in promissory notes or some combination thereof, equal to the Fair Market Value of such Shares as of the end of the most recent fiscal quarter prior to the Involuntary Transfer. Such promissory notes shall bear interest at the rate of interest paid by the Company under the Company’s principal lending facility (or if the Company does not have a credit facility with an institutional lender, the Prime Rate as publicized in The Wall Street Journal, Eastern Edition on the date of the Involuntary Transfer Notice), and shall be payable over a period of no longer than twenty-four (24) months in no more than eight (8) equal installments unless the parties shall otherwise agree. The appraised value of the Fair Market Value of such Shares shall be conclusive on all parties. Appropriate adjustment in the purchase price shall be made for any stock dividend, split, recapitalization or issuance by the Company of additional shares of any equity security after the establishment of the appraised value.

Section 4.7.Deferral of Closing. If, on any date specified for a closing under Section 4.5, the financial statements of the Company required to determine the applicable purchase price have not been prepared, then the closing to be held pursuant to Section 4.5 shall be held on the fifteenth (15^th) Business Day following the delivery to the parties to the proposed sale of copies of such financial statements.

Section 4.8. Death or Incompetence of a Stockholder. In the event of the death or incompetence of a Stockholder, the legal representative of the Stockholder to whom the Shares are Transferred shall acquire the Shares so Transferred subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect.

ARTICLE V

PREEMPTIVE RIGHTS

Section 5.1. Preemptive Rights. In the event that the Company proposes to issue and sell additional shares of any equity security other than (i) pursuant to a stock split, stock dividend or similar transaction, (ii) pursuant to the exercise of any option, warrant or convertible security issued to employees, consultants, directors, equipment lessors, banks, investment banks or similar institutional credit financing sources, (iii) in connection with a merger or acquisition, (iv) in connection with a strategic partnering transaction approved by the Board of Directors, which approval shall include the affirmative vote of both of the Series C Directors, or (v) upon conversion of Shares of Series A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock, each Series A Stockholder, Series C Stockholder, JPI, Adam, 3i and TC (collectively, the “Preemptive Rights Stockholders”) shall have the right, prior to such sale of shares by the

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Company, to purchase a percentage of such shares equal to its proportionate beneficial interest in shares of Common Stock of the Company which would be outstanding upon exercise or conversion of all securities that are exercisable for or convertible into such shares (the “Pro Rata Amount”) at the proposed issuance price, which right shall be exercisable by written notice to the Company (a “Purchaser Notice”) given within ten (10) days after receipt by each Preemptive Rights Stockholder of written notice of such proposed issuance. If any such party shall fail to respond to the Company within the ten (10) day notice period, such failure shall be regarded as a rejection of its right to participate in the purchase of the shares. Each Preemptive Rights Stockholder may also indicate in its Purchaser Notice, if it so elects, its desire to participate in the purchase of the shares in excess of its Pro Rata Amount. If any such party declines to purchase its Pro Rata Amount of the shares (such Pro Rata Amount being hereinafter called the “Excess Shares”), then the other such party or parties who have indicated in their or its Purchaser Notice a desire to participate in the purchase of such Excess Shares shall be deemed to have agreed to purchase the Excess Shares in proportion to its respective Pro Rata Amounts. Unless such Preemptive Rights Stockholders elect to purchase all of the Shares, the Company may issue all (not less than all) of the shares which such parties have not elected to purchase, at the price specified by the Company in its notice to such parties, provided that such issuance is bona fide and made within one hundred twenty (120) days after the date of such notice. The rights under this Section 5.1 shall not apply to a firm commitment underwritten initial public offering of the Company with a nationally recognized underwriter that is pursuant to an effective registration statement under the Securities Act covering the offer and sale of Class B Common Stock for the account of the Company (other than pursuant to a registration on Form S-4 or Form S-8 or any similar or successor form) on either the New York Stock Exchange, London Stock Exchange, Deutsche Böurse or the Nasdaq National Market in which (x) the public offering price per share is no less than the Series C Issue Price (as adjusted for Stock Splits, Stock Combinations and recapitalizations) multiplied by one and one half (1.5) and (y) the gross cash proceeds to the Company (before underwriting discounts, commissions and fees) are at least $50 million (a “Qualified IPO”), and such rights shall terminate immediately prior to the consummation of such Qualified IPO.

Section 5.2. Closing of Preemptive Rights Offering. The closing of any purchase by the Stockholders under this Article 5 shall be held at the principal office of the Company at 10:00 a.m., local time, three (3) Business Days after being notified of the closing of the primary offering by the Company, or at such other time and place as the parties to the transaction may agree upon. At such closing, the Stockholders participating in the purchase shall deliver, in cash or by official bank check, payment in full for such shares and all parties to the transaction shall execute such additional documents as are otherwise appropriate.

ARTICLE VI

VOTING; BOARD COMPOSITION;

ELECTION OF DIRECTORS; BOARD ACTION

Section 6.1. Increase in Authorized Common Stock. To the extent requested to do so by the Board, each Stockholder hereby agrees to take all such lawful action, including affirmatively voting the Shares owned by such Stockholder in favor of any amendment to the Certificate of Incorporation for the purpose of increasing the authorized numbers of shares of

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Common Stock that are available for issuance (i) upon conversion of any outstanding shares of Series C Preferred Stock and (ii) in order to allow for the issuance of additional shares of Common Stock pursuant to the terms of Section 2.03 of the Series C Purchase Agreement.

Section 6.2. Election of Class A Directors. In the event of the death or “permanent disability” (as defined below) of Michael Gooch, for so long as the stockholders of the Company that are affiliated with Advent own at least 30% of the Series C Preferred Stock acquired by the Advent Stockholders on the Series C Issue Date (as defined in the Series C Designation), then (a) none of Colin J. Heffron, Don Fewer, Stephen McMillan nor Robert Crossan (the “Existing Class A Directors”) shall be removed for a period of one (1) year following the death or permanent disability of Michael Gooch except with the consent of Advent, which consent shall not be unreasonably withheld, and (b) at any time during the three (3) year period following the death or permanent disability of Michael Gooch, any replacement for any Existing Class A Director (or any subsequent replacements of such replacement) shall be subject to the prior approval of a majority of the members of the Board Credentialing Committee as constituted under the Company’s By-Laws. As used herein, the term “permanent disability” shall mean, and be limited to, any physical or mental illness, disability or impairment that prevents Michael Gooch from continuing the performance of his normal duties and responsibilities with the Company for a period in excess of six consecutive months. For purposes of determining whether a “permanent disability” has occurred under this Agreement, the written determination thereof by two qualified practicing physicians paid for by the Company and selected by the executor or administrator of the estate of Michael Gooch or by the administrator of his assets, in such person’s sole and exclusive discretion, shall be conclusive.

Section 6.3. Election of Fenics Director.

(a) Voting. Subject to subsection (b) below, the Class B Common Stockholders agree to take all such lawful action, including affirmatively voting the Shares owned by such Stockholders (i) at each annual or special meeting of the Company’s stockholders called for the purpose of electing directors or (ii) by written consent (in lieu of an annual or special meeting) of the Company’s stockholders for the purpose of electing directors, in favor of the election to the Board of Directors of one nominee designated by the Fenics Stockholders, the designation of whom shall be subject to the approval of the Company in so far as such approval relates to matters of confidentiality and noncompetition, which approval shall not be unreasonably withheld and the designation of whom shall initially be Adam (whose designation the Company accepts and acknowledges).

(b) Termination of Right to Nominate Directors. Notwithstanding anything in this Agreement to the contrary, provided that: (i) the Fenics Stockholders own, in the aggregate, at least twenty percent (20%) of the total number of those outstanding shares of the Company’s capital stock (measured on a fully diluted and fully converted basis) held by Persons other than JPI (or any of JPI’s successors), and (ii) such Fenics Stockholders holding such shares and their Affiliates are not in breach of the Restrictive Covenants applicable to them, respectively, the Fenics Stockholders shall have the right to designate a member of the Board of Directors in accordance with Section 6.3(a). Thereafter, until such time as the GFI Notes (as defined in the Fenics Purchase Agreement) have been paid in full and provided that the Stockholders referred to herein and their Affiliates have not, and continue not to be in breach of

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the Restrictive Covenant, the Fenics Stockholders shall have the right to designate one observer who, subject to such person’s execution of confidentiality, non-compete and other Restrictive Covenants agreement requested by the Company shall be permitted to attend (but not vote at) all Board of Directors’ meetings.

(c) Removal; Vacancies. Subject to the provisions in the Company’s Certificate of Incorporation (including, without limitation, any Certificate of Designation of Preferred Stock), any director who is elected to the Board of Directors pursuant to a designation under Section 6.3(a) hereof may be removed from the Board of Directors with or without cause upon the request of the parties who designated such Director, and may be removed from the Board of Directors with cause upon the request of any other Stockholder of the Company. Subject to the provisions of Section 6.3(b)hereof, in the event that a Director so elected resigns from, is removed from or otherwise ceases to serve on, the Board of Directors, for whatever reason, the vacancy shall be filled with an individual designated in accordance with Section 6.3(a) hereof by the parties which originally designated such Director, and the parties hereby agree promptly to take all such lawful action to duly call and convene a special meeting of the Company’s stockholders as soon as reasonably practicable and to affirmatively vote their Shares at such meeting, or to execute a written consent of stockholders, to duly elect such individual to the Board of Directors.

Section 6.4. Election of Series C Directors.

(a) Voting. Subject to subsection (b) below, the Series C Stockholders agree to take all such lawful action, including affirmatively voting the Shares owned by such Stockholders (i) at each annual or special meeting of the Company’s stockholders called for the purpose of electing directors or (ii) by written consent (in lieu of an annual or special meeting) of the Company’s stockholders for the purpose of electing directors, in favor of the election to the Board of Directors of two individuals to serve as Series C Directors pursuant to the Series C Designation, the designation of whom shall be subject to the approval of the Company in so far as such approval relates to matters of confidentiality and noncompetition, which approval shall not be unreasonably withheld and the designation of whom shall initially be Robert Taylor and Christopher Pike (whose designation the Company accepts and acknowledges).

(b) Right to Nominate Directors. Notwithstanding anything in this Agreement to the contrary, Global Private Equity IV Limited Partnership, a Delaware limited partnership (“GPE IV”), shall have the right to nominate (i) both of the individuals who will serve as the Series C Directors for so long as GPE IV, an Advent Stockholder, owns in the aggregate, at least thirty percent (30%) of the total number of outstanding shares of Series C Preferred Stock or (ii) one of the individuals who will serve as a Series C Director, in the event that GPE IV, an Advent Stockholder, in the aggregate, owns below thirty (30%) but not less than ten percent (10%) of the total number of outstanding shares of Series C Preferred Stock.

(c) Removal; Vacancies. Subject to the provisions in the Company’s Certificate of Incorporation (including, without limitation, any Certificate of Designation of Preferred Stock), any director who is elected to the Board of Directors pursuant to a designation under Section 6.4(a) hereof may be removed from the Board of Directors with or without cause upon the request of the parties who designated such Director, and may be removed from the

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Board of Directors with cause upon the request of any other Stockholder of the Company. Subject to the provisions of Section 6.4(b) hereof, in the event that a Director so elected resigns from, is removed from or otherwise ceases to serve on, the Board of Directors, for whatever reason, the vacancy shall be filled with an individual designated in accordance with Section 6.4(a) hereof, and the parties hereby agree promptly to take all such lawful action to duly call and convene a special meeting of the Company’s stockholders as soon as reasonably practicable and to affirmatively vote their Shares at such meeting, or to execute a written consent of stockholders, to duly elect such individual to the Board of Directors.

ARTICLE VII

RESTRICTIVE COVENANTS

Section 7.1. [INTENTIONALLY OMITTED.]

Section 7.2.Restrictions Upon Certain Stockholder. Except as otherwise set forth on Schedule 7.2 attached hereto or except as otherwise permitted by the written consent (which written consent with respect to Brendan Foley will not be unreasonably withheld) of the Company (provided, however, none of 3i, Venturion, Gamma, any Advent Stockholder nor TC shall be subject to the restrictions set forth in Section 7.2(a) hereof), (x) during the term of this Agreement and for a period of one (1) year thereafter, no Fenics Stockholder nor any of their respective Affiliates, shall, directly or indirectly, (y) for so long as Venturion and Gamma are entitled to nominate a member of the Board of Directors and for a period of one (1) year thereafter, neither Venturion nor Gamma nor any of their respective Affiliates, shall, directly or indirectly, and (z) for so long as GPE IV is entitled pursuant to Section 6.4(b) above to designate at least one (1) nominee to serve as a member of the Board of Directors and for a period of one (1) year thereafter, neither any Advent Stockholder nor any of their respective Affiliates (which, for purposes of this Section 7.2 shall (other than clause (iv) of subsection (c) below) consist only of entities in which Advent, directly or through one or more intermediaries, has actual control of an entity through the ownership of at least a majority of its voting securities), shall:

(a) operate or control (or participate or engage in the management, operation or control of) a Person that is engaged in a business that competes directly with the Business of the Company, where such Fenics Stockholder (a) owns more than 5% of, (b) has representation on the board of directors of, or (c) is an active participant in the management of, such Person and such Person is engaged in a business that competes directly with the Business of the Company;

For purposes of this Section 7.2(a), the “Business of the Company” (A) shall mean the business of the electronic brokerage of (1) financial products, (2) precious metals, (3) telecommunications, or (4) energy, and (B) the business conducted by Fenics Ltd. and its subsidiaries prior to the Company’s acquisition of Fenics Ltd. (April 5, 2001), which includes, without limitation, the development, implementation and licensing of desktop and analytical technology software for the financial industry;

(b) breach the terms of any written confidentiality, non-disclosure or similar agreement between the Company, on the one hand, and Venturion, Gamma, any such

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Fenics Stockholder or any such Advent Stockholder, on the other hand, to the extent that they are a party thereto;

(c) print, publish, divulge or communicate to any Person any trade or business secret, process, method or means, or any information treated as confidential or as a trade secret by the Company or any of its affiliates, including, but not limited to, information regarding contemplated products, models, compilations, business and financial methods or practices, marketing, merchandising and selling techniques, customers, vendors, suppliers, trade secrets, training programs, manuals or materials, technical information, contracts, systems, procedures, mailing lists, know-how, trade names, improvements, pricing, price lists, financial or other data, business plans, strategy, code books, invoices and other financial statements, computer programs, software systems, databases, discs and printouts, customer and industry lists, supplier lists, internal reports, personnel files, sales and advertising material, excluding information (i) which is or becomes generally available to the public other than as a result of disclosure by Venturion, Gamma, or any such Fenics Stockholder or any such Advent Stockholder in breach of this Agreement, (ii) which is generally known in the Company’s industry or was known prior to the date of this Agreement, (iii) which is required to be disclosed by law, rule, regulation, court order or other legal process or (iv) in the case of any Advent Stockholder, which Advent determines in its reasonable discretion exercised in good faith, is necessary for it to disclose to the limited partners of any Advent Stockholder in order for Advent and its Affiliates to comply with its fiduciary responsibilities under applicable law;

(d) knowingly and intentionally interfere with or disrupt, or attempt to interfere with or disrupt, the relationship, contractual or otherwise, between the Company or any of its Affiliates and any customer, client, supplier, manufacturer, distributor, consultant, independent contractor or employee of the Company or any of its affiliates; or

(e) solicit or hire any employee of the Company or any of its Affiliates unless such employee has already terminated his employment with such entity except for general solicitations by head hunters or in any advertising medium not aimed only at such persons.

Notwithstanding anything to the contrary, no Advent Stockholder nor any Affiliate shall be deemed to be in violation of clause (d) above unless the action which is alleged to have resulted in conduct prohibited by clause (d) above was performed directly by Advent or an Advent Stockholder itself, or by an Affiliate of Advent with the knowing and direct participation of Advent or any Advent Stockholder, it being understood (a) that the provision of capital (whether in the form of debt, equity or guarantees) shall in no way be construed as “direct participation” for purposes hereof, (b) normal and customary competition for customers, clients, suppliers, manufacturers, distributors, consultants, independent contractors or employees shall not be deemed to be a violation of clause (d) above, and (c) prior to being deemed in violation of clause (d) above, the Company shall provide Advent with written notice setting forth in reasonable detail the particular conduct giving rise to the alleged violation and Advent shall have failed to cure such alleged violation within thirty (30) days of the receipt of such notice.

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ARTICLE VIII

STOCK TRANSFER RECORD

The Company shall keep a stock transfer book in which the name and address of each Stockholder shall be recorded. No transfer or issuance of any Shares shall be effective or valid unless and until recorded in such stock transfer book. The Company agrees not to record any Transfer or issuance of shares of stock in its stock transfer book unless the Transfer or issuance is in material compliance with all provisions of this Agreement. Each Stockholder agrees that, in the event it desires to make a Transfer, it shall furnish to the Company such evidence of its compliance with this Agreement as may be reasonably required by the Board of Directors or counsel for the Company.

ARTICLE IX

DELIVERY OF STOCK AND DOCUMENTS

Upon the closing of any purchase of Shares pursuant to this Agreement, the seller shall deliver to the purchaser thereof the following: the certificate or certificates representing the Shares being sold, duly endorsed for Transfer and bearing such documentary stamps, if any, as are necessary, and such assignments, certificates of authority, tax releases, consents to Transfer, instruments and evidence of title of the seller and of its compliance with this Agreement as may be reasonably required by the purchaser (or by counsel for the purchaser).

The Company agrees for and on behalf of itself and its successor and assigns that it (i) consents to this Agreement and (ii) shall not issue, Transfer or reissue any of its Shares in violation of the provisions of this Agreement.

ARTICLE X

PUBLIC OFFERING

In consideration for the Company agreeing to its obligations under this Agreement, each Stockholder agrees in connection with the registration of the Company’s securities (whether or not such Stockholder is participating in such registration) upon the request of the Company and the underwriters managing any underwritten offering of the Company’s securities, not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of, any Shares in a market transaction (other than those included in the registration) without prior written consent of the Company, or such underwriters, as the case may be, for such period of time (not to exceed 180 days from the effective date of such registration) as the Company and the underwriters may specify.

ARTICLE XI

TERMINATION

This Agreement shall automatically terminate and be of no further force and effect (except with regard to Section 7.2 and Articles XI, XIII and XIV hereof, which shall

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survive any termination of this Agreement) upon the occurrence of any of the following events: (i) the consummation of a Qualified IPO (provided that, in such event, the provisions of Articles X and XII hereof shall also survive in accordance with their respective terms any termination as a result thereof); (ii) the consummation of a Sale of the Company in compliance with this Agreement; (iii) the Company shall cease to conduct its business by decision of its Board of Directors for a period in excess of one (1) year other than as a result of governmentally imposed or other restrictions which the Company is then contesting in good faith by appropriate proceedings; (iv) the making of a general assignment for the benefit of the Company’s creditors; (v) the appointment of a trustee or receiver for the Company, or for its property or a substantial portion thereof; (vi) the filing by the Company of any voluntary proceedings under any applicable insolvency or bankruptcy law; (vii) the filing against the Company of any involuntary proceedings under any applicable insolvency or bankruptcy law which is not dismissed within ninety (90) days after the date of such filing; (viii) the adjudication by any court of competent jurisdiction that the Company is insolvent or bankrupt; (ix) the liquidation or dissolution of the Company (x) at such time as only one Stockholder exists hereunder, or (xi) upon the written consent of the Company, JPI and 66% of the Shares held by each of the following groups of Stockholders each voting as a separate group: the Fenics Stockholders, the Series A Stockholders, the Series B Stockholders, the Series C Stockholders and the Class B Common Stockholders.

ARTICLE XII

LEGENDS ON CERTIFICATES

Section 12.1. Legends on All Certificates. Conformed copies of this Agreement shall be filed with the Secretary of the Company and kept with the records of the Company at its principal office in New York, New York. An officer of the Company shall endorse each certificate representing the Shares heretofore or hereafter issued by the Company to any person by causing to be placed on the face thereof the following: “Transfer is subject to restrictive legends on back.” Each certificate representing Shares shall bear the following, or substantially similar legends, and such other legends as may be required by state securities or “Blue Sky” laws:

“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN AMENDED AND RESTATED STOCKHOLDERS AGREEMENT DATED AS OF JUNE 3, 2002, AS THE SAME MAY BE AMENDED FROM TIME TO TIME (THE “STOCKHOLDERS AGREEMENT”), BY AND AMONG VARIOUS INDIVIDUAL SIGNATORIES THERETO AND THE COMPANY, A COPY OF WHICH IS AVAILABLE AT THE PRINCIPAL OFFICE OF THE COMPANY. THE SALE, TRANSFER OR OTHER DISPOSITION OF SUCH SHARES BY THE HOLDER HEREOF IS SUBJECT TO THE TERMS OF THE STOCKHOLDERS’ AGREEMENT, WHICH PROVIDES, AMONG OTHER THINGS, THAT UNDER CERTAIN CIRCUMSTANCES THE COMPANY AND CERTAIN OTHER PERSONS HAVE THE RIGHT TO PURCHASE SUCH SHARES FROM THE HOLDER HEREOF.”

24

Section 12.2. Regulation D Legend. Each Stockholder who is not a Reg S Person, consents to the placement of a legend on any certificate representing the Shares held by it. The legend shall read as follows:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES OR “BLUE SKY” LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS, OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO COUNSEL TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS.”

Section 12.3. Regulation S Legend. Each of the Reg S Persons consents to the placement of a legend on any certificate representing the Shares held by it. The legend shall read as follows:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES OR “BLUE SKY” LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE ACT, PURSUANT TO A REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.”

ARTICLE XIII

COMPANY’S RIGHT TO REPURCHASE SHARES

Section 13.1. Call Option. If the Company determines reasonably and in good faith that a Fenics Stockholder or a Series A Stockholder, other than Venturion or Gamma, or an Affiliate of such Stockholder has (a) violated any Restrictive Covenant to which it is subject hereunder and that a violation has or could have an adverse effect on the Company, the impact of

25

which is greater than a de minimus impact, or (b) with respect to the Fenics Stockholders, as applicable, and excluding Brendan Foley, been the subject of or subject to an Employment Termination Event, the Company shall have the option to repurchase any Shares held by such Stockholder or any Affiliate of such Stockholder at a price equal to the lesser of (i) the original purchase price, as set forth on the appropriate Schedule attached hereto, or (ii) the Fair Market Value of such Shares (the “Call Option Purchase Price”). Upon the Company’s exercise of such option or satisfaction of such obligation, each such Stockholder agrees to promptly deliver certificates representing all of the Shares owned by such Stockholder (to the extent not held in escrow for the benefit of the Company) together with a stock transfer power or powers duly executed in blank by such Stockholder. Notwithstanding anything herein to the contrary, nothing in this Agreement is intended or shall in any way be construed to limit any other legal or equitable right, remedy or claim that the Company may have as against any Stockholder under or in respect of any breach of a Restrictive Covenant or that may arise from or relate to a Material Adverse Effect.

Section 13.2. Purchase Price. The Company shall pay the Call Option Purchase Price to any subject Stockholder in cash or, in its sole discretion, may deliver duly executed promissory notes or some combination thereof. Such notes shall bear interest at the rate of interest paid by the Company under the Company’s principal lending facility and shall be payable over a period of no longer than twenty-four (24) months in no less than eight (8) equal installments unless the parties thereto shall otherwise agree.

Section 13.3. Termination of Article XIII. The provisions of this Article XIII shall survive the termination of this Agreement and shall remain in full force and effect for a period of 18 months following the closing date of the Company’s initial public offering or the consummation of a Sale of the Company.

Section 13.4. Assignment. The Company may assign its rights under this Article XIII to any person or entity in its sole discretion including, but not limited to, a party hereto and irrespective of whether at the time of assignment the Company may legally repurchase shares under applicable corporate law.

Section 13.5. Transfer by the Stockholders. The provisions of this Article XIII shall apply to any heirs, successors, assigns, distributees and legal representatives of any Stockholder. In addition, if any limited liability partnership, limited liability company or partnership that is a Stockholder hereunder distributes Shares to its current or former members or partners, such partners or members shall be subject to the provisions of this Article XIII.

ARTICLE XIV

MISCELLANEOUS

Section 14.1. Additional Stockholders. If additional equity securities of the Company are issued to any Person, the Company may, but shall not be obligated to, permit such Person to become a party to this Agreement and succeed to all of the rights and obligations of a Fenics Stockholder, Series A Stockholders, Series B Stockholder, Series C Stockholder or Class B Common Stockholder, as applicable under this Agreement by obtaining an executed

26

counterpart signature page to this Agreement, and, upon such execution, such Person shall for all purposes be a “party” to this Agreement.

Section 14.2. Amendments. This Agreement may not be amended, supplemented or discharged, and no provision hereof may be modified or waived, except expressly by an instrument in writing signed by the Company, JPI and 66% of the Shares held by each of the following groups of Stockholders in the aggregate, each voting as a separate group (the “Required Stockholders”): the Fenics Stockholders, the Series A Stockholders, the Series B Stockholders, the Series C Stockholders and the Class B Common Stockholders. No waiver of any provision hereof by any party shall be deemed a wavier by any other party nor shall any such waiver by any party be deemed a continuing waiver of any matter by such party. No amendment, modification, supplement, discharge or waiver hereof or hereunder shall require the consent of any Person not a party to this Agreement.

Section 14.3. Pro Rata Purchases by Stockholders. Wherever reference is made in this Agreement to the rights of Stockholders to purchase Shares on a pro rata basis, each of the Stockholders who has elected to purchase Shares by giving notice in accordance with the provisions of this Agreement shall be entitled to purchase such number of Shares as the number of shares of Common Stock or preferred stock, as the case may be, beneficially owned by it bears to the number of shares of Common Stock or preferred stock, as the case may be, beneficially owned by all of the Stockholders so electing to purchase Shares.

Section 14.4. Specific Performance. Each of the parties acknowledges that it will be impossible to measure in money the damage to the Company, the Stockholders or any of them, if it or its transferee fails to comply with any of the restrictions or obligations imposed by this Agreement, that every such restriction and obligation is material, and that in the event of any such failure, the Company or other Stockholders or any of them will not have an adequate remedy at law or in damages. Therefore, each party consents to the issuance of an injunction or the enforcement of other equitable remedies against it at the suit of an aggrieved party without bond or other security, to compel performance of all of the terms hereof, and waives any defenses thereto, including, without limitation, the defenses of (i) failure of consideration, (ii) breach of any other provision of this Agreement and (iii) availability of relief in damages.

Section 14.5. Notices. All notices, consents, elections and directions required or permitted under this Agreement (collectively “Notices”) shall be given in writing by registered or certified mail, postage prepaid, and addressed, if to the Company, at its principal executive office to the attention of the Chief Executive Officer, and if to any Stockholder, to such Stockholder’s address set forth in Schedule A, B, C, D or E attached hereto and made a part hereof. Copies of all Notices sent hereunder to the Company or any of the Stockholders shall be sent, in like fashion, as follows:

If to the Company,

Milbank, Tweed, Hadley & McCloy LLP

One Chase Manhattan Plaza

New York, NY 10005

Attn: John T. O’Connor

27

Tel. 212-530-5448

Fax 212-822-5448

If to any Advent Shareholder,

Pepper Hamilton LLP

3000 Two Logan Square

18^th and Arch Streets

Philadelphia, PA 19103

Attn: James D. Epstein, Esq.

Telephone Number: (215) 981-4368

Fax: (215) 981-4750

If to Jersey Partners Inc.,

Greenberg Traurig LLP

200 Park Avenue

New York, NY 10166

Attn: Alan Gaynor, Esq.

Tel: (212) 801-9368

Fax: (212) 801-6400

If to the Stockholders, to the addresses set forth in the Schedules hereto. All Notices hereunder that are mailed shall be deemed to have been given or delivered three (3) days after the date of mailing.

Section 14.6. Entire Agreement. This Agreement supersedes all prior agreements among the parties with respect to the subject matter hereof. This Agreement contains the entire agreement among the parties with respect to the subject matter hereof except where expressly otherwise stated herein.

Section 14.7. Choice of Law; Jurisdiction; Venue. This Agreement has been negotiated and shall be consummated in the State of New York and shall be governed by and construed in accordance with the laws of the State of New York, without regard to its principles of conflicts of law. The parties hereto irrevocably consent to the jurisdiction of the courts of the State of New York located within the County of New York and of any federal court located in the Southern District of the State of New York in connection with any action or proceeding arising out of or relating to this Agreement, any document or instrument delivered pursuant to, in connection with or simultaneously with this Agreement, or a breach of this Agreement or any such document or instrument; provided, however, if the federal courts have subject matter jurisdiction, any action shall be commenced and maintained there. In any such action or proceeding, each party hereto waives personal service of any summons, complaint or other process and agrees that service thereof may be made in accordance with Section 14.5 hereof. Within 30 days after such service, or such other time as may be mutually agreed upon in writing by the attorneys for the parties to such action or proceeding, the party so served shall appear or

28

answer such summons, complaint or other process. Should the party so served fail to appear or answer within such 30-day period or such extended period, as the case may be, such party shall be deemed in default and judgment may be entered against such party for the amount as demanded in any summons, complaint or other process so served.

Section 14.8. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the Company and each Stockholder and its or his respective heirs, successors, assigns, distributees and legal representatives, and by their signatures hereto, the Company and each Stockholder intends to and does hereby become bound. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person other than the parties hereto and their respective successors and assigns any legal or equitable right, remedy or claim under or in or in respect of this Agreement or any provision herein contained.

Section 14.9. Severability. If any provision of this Agreement or portion thereof, or the application thereof to any person or circumstances or in any country, shall be held to any extent invalid, unlawful or unenforceable, the remainder of this Agreement (or of such provision) and the application thereof to other persons and circumstances or in other countries shall not be affected thereby.

Section 14.10. Further Actions. The Company and the Stockholders shall execute and deliver all such further instruments and take such other and further action as may be reasonably necessary or appropriate to effectuate the provisions of this Agreement and the intention of the parties as expressed herein.

Section 14.11. Access to Information. Each Stockholder (and its respective agents, representatives and advisors) shall, upon written notice to the Company, be permitted all reasonable access, on an ongoing basis, to the books and records of the Company in accordance with (and subject to) the policies developed therefore by the Board of Directors in accordance with corporate law of the State of Delaware. The Stockholder requesting such access, and the Company which is the subject of the request for access, shall each bear their respective costs and expenses in respect of such access.

Section 14.12. Counterparts; Facsimile Signatures. This Agreement may be executed in any number of counterparts (including by facsimile signature), all of which together shall constitute a single instrument.

Section 14.13. Variation in Terms. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, or neuter, singular or plural, as the identity of the person or persons or entity or entities may require. Each defined term herein may be used in either its singular or plural form whether or not so defined.

Section 14.14. Headings. All Section headings herein and in the table of contents hereto are for convenience of reference only and are not part of this Agreement, and no construction or inference shall be derived therefrom.

Section 14.15. Schedules. The Schedules are a part of this Agreement as if fully set forth herein. All references to Articles, Sections and Schedules shall be deemed references to such parts of this Agreement, unless the context shall otherwise require.

29

[The remainder of this page intentionally left blank.]

30

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first above written.

GFI GROUP INC.
By:	/s/ S. McMillan
	Name: S. McMillan
	Title:C.O.O.

STOCKHOLDERS:
Global Private Equity IV Limited Partnership
By:	Advent International Limited Partnership, General Partner
	By:	Advent International Corporation,
	General Partner
		By:	/s/ Robert E. Taylor
			Name: Robert E. Taylor, Jr.
			Title: Vice President

Advent Partners (NA) GPE-IV Limited Partnership
Advent Partners GPE-IV Limited Partnership
Advent Partners Limited Partnership
By:	Advent International Corporation,
	General Partner
	By:	/s/ Robert E. Taylor
		Name: Robert E. Taylor, Jr.
		Title: Vice President

GFI Group Amended & Restated Stockholders Agreement Execution Page

Execution Page to

Amended & Restated Stockholders Agreement

of GFI Group Inc.

VENTURION GFI II LLC
Print Stockholder Name
Signature:	/s/ Geoffrey Kalish

Print Name:	Geoffrey Kalish
	(if different than Stockholder’s name)

Print Title: Managing Member

31

VENTURION GFI LLC
Print Stockholder Name
Signature:	/s/ Geoffrey Kalish

Print Name:	Geoffrey Kalish
	(if different than Stockholder’s name)
Print Title:	Managing Member

32

Schell Investments LLC
Print Stockholder Name
Signature:	/s/ Cynthia R. Mahoney

Print Name:	Cynthia R. Mahoney
	(if different than Stockholder’s name)
Print Title:	Managing Member

33

Sean P. Duffy
Print Stockholder Name
Signature:	/s/ Sean P. Duffy

Print Name:
	(if different than Stockholder’s name)
Print Title:

34

Entre Networks Inc.
Print Stockholder Name
Signature:	/s/ Larry E. Fondren   4/8/02

Print Name:	Larry E. Fondren
	(if different than Stockholder’s name)
Print Title:	President

35

N-Two LLC
Print Stockholder Name
Signature:	/s/ Robert Crossan

Print Name:	Robert Crossan
	(if different than Stockholder’s name)
Print Title:	CFO

36

Veritas Ventures LLC
Print Stockholder Name
Signature:	/s/ John Culbertson

Print Name:	John N. Culbertson
	(if different than Stockholder’s name)
Print Title:	Managing Member

37

AHP Holdings, LP
Print Stockholder Name
Signature:	/s/ Alec Petro

Print Name:	Alec Petro
	(if different than Stockholder’s name)
Print Title:	Managing Partner

38

Olympia Valley Ltd
Print Stockholder Name
Signature:	/s/ Thomas C. Piersanti

Print Name:	Thomas C. Piersanti Jr.
	(if different than Stockholder’s name)
Print Title:	President

39

Michael Brennan
Print Stockholder Name
Signature:	/s/ Michael Brennan

Print Name:
	(if different than Stockholder’s name)
Print Title:

40

Leopard Aggressive Fund Ltd
Print Stockholder Name
Signature:	/s/ Alain Berdouaré

Print Name:	Alain Berdouaré
	(if different than Stockholder’s name)
Print Title:	Investment Manager

41

Richard K. Palmer
Print Stockholder Name
Signature:	/s/ Richard K. Palmer	4/10/02

Print Name:
	(if different than Stockholder’s name)
Print Title:

42

Ashish C. Shah
Print Stockholder Name
Signature:	/s/ Ashish C. Shah

Print Name:
	(if different than Stockholder’s name)
Print Title:

43

Richard W. Kates
Print Stockholder Name
Signature:	/s/ Richard W. Kates

Print Name:
	(if different than Stockholder’s name)
Print Title:

44

Peter J. McNally
Print Stockholder Name
Signature:	/s/ Peter J. McNally

Print Name:
	(if different than Stockholder’s name)
Print Title:

45

David Bolas
Print Stockholder Name
Signature:	/s/ David Bolas

Print Name:
	(if different than Stockholder’s name)
Print Title:

46

Richard Hochstein
Print Stockholder Name
Signature:	/s/ Richard Hochstein

Print Name:
	(if different than Stockholder’s name)
Print Title:

47

Venturion Market-Making Ventures, LLC
Print Stockholder Name
Signature:	/s/ Geoffrey Kalish

Print Name:	Geoffrey Kalish
	(if different than Stockholder’s name)
Print Title:	Managing Member

48

Al-Noor Ramji
Print Stockholder Name
Signature:	/s/ Al-Noor Ramji

Print Name:
	(if different than Stockholder’s name)
Print Title:

49

Daniel & Natalie Barkan
Print Stockholder Name
	/s/ Daniel Barkan	4/9/02
Signature:	/s/ Natalie Barkan

Print Name:
	(if different than Stockholder’s name)
Print Title:

50

KT Investments
Print Stockholder Name
Signature:	/s/ Yadim Kaufmann

Print Name:	Yadim Kaufmann
	(if different than Stockholder’s name)
Print Title:	Pres.

51

Navier, Stokes & Co., Inc.
Print Stockholder Name
Signature:	/s/ Gideon Tolkowsky

Print Name:	Gideon Tolkowsky
	(if different than Stockholder’s name)
Print Title:	Director

52

George Handjinicolaou
Print Stockholder Name
Signature:	/s/ George Handjinicolaou

Print Name:
	(if different than Stockholder’s name)
Print Title:

53

Dawn Ragan Heymann
Print Stockholder Name
Signature:	/s/ Dawn Ragan Heymann

Print Name:
	(if different than Stockholder’s name)
Print Title:

54

/s/ Jersey Partners Inc.
Print Stockholder Name
Signature:	/s/ Robert Crossan

Print Name:	Robert Crossan
	(if different than Stockholder’s name)
Print Title:	CFO

55

Jersey Partners Inc.
Print Stockholder Name
Signature:	/s/ Robert Crossan

Print Name:	Robert Crossan
	(if different than Stockholder’s name)
Print Title:	CFO

56

Mark Simon
Print Stockholder Name
Signature:	/s/ Mark Simon

Print Name:
	(if different than Stockholder’s name)
Print Title:

57

Simon Rockall
Print Stockholder Name
Signature:	/s/ Simon Rockall

Print Name:
	(if different than Stockholder’s name)
Print Title:

58

Adam & Company (Nominees) Limited
Print Stockholder Name
Signature:	/s/ Ross D. McDonald

Print Name:	Ross D. McDonald
	(if different than Stockholder’s name)
Print Title:	Manager

59

Posaune Limited
Print Stockholder Name
Signature:	/s/ Peter Simon, Anton Simon

Print Name:	Peter Simon, Anton Simon
	(if different than Stockholder’s name)
Print Title:	Director

60

	For and on behalf of HSBC International Trustee Limited re TC International
Print Stockholder Name
Signature:	/s/ [ILLEGIBLE]

Print Name:	[ILLEGIBLE]
	(if different than Stockholder’s name)
Print Title:

61

J. A. Ashworth
Print Stockholder Name
Signature:	/s/ John Ashworth

Print Name:
	(if different than Stockholder’s name)
Print Title:	Chief Commercial Officer
	GFI

62

Richard B. Mead
Print Stockholder Name
Signature:	/s/ Richard B. Mead

Print Name:
	(if different than Stockholder’s name)
Print Title:	MR

63

Thompson Clive Investments PLC
Print Stockholder Name
Signature:	/s/ C. Fitzherbert

Print Name:	C.E. Fitzherbert
	(if different than Stockholder’s name)
Print Title:	Authorised Signatory

64

M. Adam
Print Stockholder Name
Signature:	/s/ M. Adam	4/8/2002

Print Name:
	(if different than Stockholder’s name)
Print Title:

65

	The Michael Adam 2000 Discretionary Settlement
Print Stockholder Name
Signature:	/s/ M. Adam	4/8/2002

Print Name:	M. Adam
	(if different than Stockholder’s name)
Print Title:	Trustee

66

N - Two LLC
Print Stockholder Name
Signature:	/s/ Robert Crossan

Print Name:	Robert Crossan
	(if different than Stockholder’s name)
Print Title:	CFO

67

Brendan Foley
Print Stockholder Name
Signature:	/s/ Brendan Foley

Print Name:
	(if different than Stockholder’s name)
Print Title:

68

For and on behalf of SG HAMBROS TRUST COMPANY (JERSEY) LIMITED as Trustee of the A. Simon 1995 Settlement
Print Stockholder Name
Signature:	/s/ Simon Morris

Print Name:	Simon Morris
	(if different than Stockholder’s name)
Print Title:	Authorised Signatories

69

For and on behalf of SG HAMBROS TRUST COMPANY (JERSEY) LIMITED as Trustees of the Third Graymarsh Settlement
Print Stockholder Name
Signature:	/s/ Simon Morris
	Authorised Signatories

Print Name:	Simon Morris
	(if different than Stockholder’s name)
Print Title:	Authorised Signatories

70

3i Group PLC
Print Stockholder Name
Signature:	/s/ Dara F. Mitchell

Print Name:	Dara F. Mitchell
	(if different than Stockholder’s name)
Print Title:	Investment Manager

71

Nicholas Brown
Print Stockholder Name
Signature:	/s/ NJ Brown

Print Name:
	(if different than Stockholder’s name)
Print Title:

72

J. P. Morgan Securities Inc.
Print Stockholder Name
Signature:	/s/ J. Ryan McBride

Print Name:	J. Ryan McBride
	(if different than Stockholder’s name)
Print Title:	Vice President

73

Jason Worth
Print Stockholder Name
Signature:	/s/ Jason Worth

Print Name:	Jason Worth
	(if different than Stockholder’s name)
Print Title:

74

Jim Pettit
Print Stockholder Name
Signature:	/s/ Jim Pettit

Print Name:	Jim Pettit
	(if different than Stockholder’s name)
Print Title:

75

Paul Noglows
Print Stockholder Name
Signature:	/s/ Paul Noglows

Print Name:	Paul Noglows
	(if different than Stockholder’s name)
Print Title:

76

Greg Smith
Print Stockholder Name
Signature:	/s/ Greg Smith

Print Name:	Greg Smith
	(if different than Stockholder’s name)
Print Title:

77

Mark Slater
Print Stockholder Name
Signature:	/s/ Mark Slater

Print Name:	Mark Slater
	(if different than Stockholder’s name)
Print Title:

78

Londonderry Management CORP
Print Stockholder Name
Signature:	/s/ Kevin J. McGrath

Print Name:	Kevin J. McGrath
	(if different than Stockholder’s name)
Print Title:	President

79

Magnetic Holdings International LLC (FNE)
Print Stockholder Name
Signature:	/s/ Robert Crossan

Print Name:	Robert Crossan
	(if different than Stockholder’s name)
Print Title:	CFO, Magnetic Management LLC

80

Magnetic Holdings International LLC (FE)
Print Stockholder Name
Signature:	/s/ Robert Crossan

Print Name:	Robert Crossan
	(if different than Stockholder’s name)
Print Title:	CFO, Magnetic Management LLC

81

Magnetic Holdings International LLC (DNE)
Print Stockholder Name
Signature:	/s/ Robert Crossan

Print Name:	Robert Crossan
	(if different than Stockholder’s name)
Print Title:	CFO, Magnetic Management LLC

82

Magnetic Holdings International LLC (DE)
Print Stockholder Name
Signature:	/s/ Robert Crossan

Print Name:	Robert Crossan
	(if different than Stockholder’s name)
Print Title:	CFO, Magnetic Management LLC

83

Brown Brothers Harriman & Co.
Print Stockholder Name
Signature:	/s/ W. Carter Sullivan III

Print Name:	W. Carter Sullivan III
	(if different than Stockholder’s name)
Print Title:	Partner

84

0	Alec H. Petro
	Print Stockholder Name
	Signature:	/s/ Alec H. Petro

Print Name:
	(if different than Stockholder’s name)
Print Title:	Managing Director
	Gamma Fund I   AHP Holdings

85

Gamma GFI LP
Print Stockholder Name
Signature:	/s/ Alec H. Petro

Print Name:	Alec H. Petro
	(if different than Stockholder’s name)
Print Title:	Managing Director

86

Gamma Fund I LP
Print Stockholder Name
Signature:	/s/Alec Petro

Print Name:	Alec Petro
	(if different than Stockholder’s name)
Print Title:	Managing Director

87

AHP Holdings, LP
Print Stockholder Name
Signature:	/s/   Alec Petro

Print Name:	Alec Petro
	(if different than Stockholder’s name)
Print Title:	Managing Partner

88

AHP Holdings, LP
Print Stockholder Name
Signature:	/s/ Alec Petro

Print Name:	Alec Petro
	(if different than Stockholder’s name)
Print Title:	Managing Partner

89

Hambrecht & Quist California
Print Stockholder Name
Signature:	/s/ Thomas Szymoniak

Print Name:	Thomas Szymoniak
	(if different than Stockholder’s name)
Print Title:	Attorney-in-Fact

90

Access Technology Partners   Broker’s Fund LP
Print Stockholder Name
Signature:	/s/ Thomas Szymoniak

Print Name:	Thomas Szymoniak
	(if different than Stockholder’s name)
Print Title:	Attorney-in-Fact

91

Access Technology Partners LP
Print Stockholder Name
Signature:	/s/ Thomas Szymoniak

Print Name:	Thomas Szymoniak
	(if different than Stockholder’s name)
Print Title:	Attorney-in-Fact

92

H & Q Employee Venture Fund 2000, LP.
Print Stockholder Name
Signature:	/s/ Thomas Szymoniak

Print Name:	Thomas Szymoniak
	(if different than Stockholder’s name)
Print Title:	Attorney-in-Fact

93

CMS Co-Investment Subpartnership
Print Stockholder Name
Signature:	/s/ Thomas F. D. Fridio

Print Name:	Thomas F. D. Fridio
	(if different than Stockholder’s name)
Print Title:	Authorised Signatory

94

SCHEDULE A

Fenics Stockholders

3i PLC	Brendan Foley
91 Waterloo Road	Old Pond House, Village Road
London SE1 8 XP	Dorney, Windsor, SL4 6QJ
Attn: Dara Mitchell
Thompson Clive Investments plc	John Ashworth
24 Old Bond Street	Ropers Farm, Nutbourne, Pulborough
London W1X4JD	West Sussex, RH20 2HF
Attn: John Baker
HSBC International Trustee Limited	Mark Simon
re: Thompson Clive International	Cheapside Farmhouse, Sanridgebury Lane
P.O. Box 88, 1 Grenville Street	St Albans, Hertfordshire, AL3 6JF
St. Helier, Jersey JE4 9PF
Attn: Caron Tomlinson
SG Hambros Trust Company (Jersey) Ltd as	Richard Mead
Trustees of the Third Graymarsh Trust	Clayfurlong House, Kemble, Cirencester
P.O. Box 1977 The Esplanade	Gloucestershire, GL7 6BS
St. Helier, Jersey JE4 8RT
Attn: Simon Morris
SG Hambros Trust Company (Jersey) Ltd as	Simon Rockall
Trustees of the Alexandra Simon 1995	21 Cross Way, Petts Wood
Settlement	Kent, BR5
P.O. Box 1977 The Esplanade
St. Helier, Jersey JE4 8RT
Attn: Simon Morris
Adam & Company (Nominees) Limited	Posaune Limited
238 West George Street	PO Box 122, Helvetia Court, South Esplanade
Glasgow, G2 4QY	St Peter Port, Guernsey GY1 4EE
Attn: Don Bremner	Attn: Julia Church
The Michael Adam 2000 Discretionary	N-Two LLC
Settlement	Robert Crossan
Withers Solicitors, 12 Gough Square	100 Wall Street, 4th Floor
London, EC4A 3DW	New York, NY 10005
Attn: John Riches

A-1

Michael Adam

Kennox House, Kilwinning Road

Stewarton, Kilmarnock, Ayrshire KA3 3EF

A-2

SCHEDULE B

Series A Stockholders
Magnetic Holdings International LLC (DE)	Access Technology Partners Brokers Fund, LP
c/o GFI Group Inc.	c/o Chase H&Q
100 Wall Street	1 Bush Street
New York, NY 10005	San Francisco, CA 94104
Attn: Michael Gooch	Attn: Armineh Baghomian
Magnetic Holdings International LLC (DNE)	Hambrecht & Quist California
c/o GFI Group Inc.	c/o Chase H&Q
100 Wall Street	1 Bush Street
New York, NY 10005	San Francisco, CA 94104
Attn: Michael Gooch	Attn: Armineh Baghomian
Magnetic Holdings International LLC (FE)	H&Q Employee Venture Fund 2000
c/o GFI Group Inc.	c/o Chase H&Q
100 Wall Street	1 Bush Street
New York, NY 10005	San Francisco, CA 94104
Attn: Michael Gooch	Attn: Armineh Baghomian
Magnetic Holdings International LLC (FNE)	Nicholas Brown
c/o GFI Group Inc.	104 Wigwam Road
100 Wall Street	Locust, NJ 07760
New York, NY 10005
Attn: Michael Gooch
Gamma GFI LP	AHP Holdings LP
555 Croton Road, Suite 111	37 Fort Hill Lane
King of Prussia, PA 19406	Duxbury, MA
Attn: Alec Petro	02332
	Attn: Alec Petro
Venturion GFI LLC	Gamma Fund I LP
275 Madison Avenue, 38th Floor	555 Croton Road, Suite 111
New York, NY 10016	King of Prussia, PA 19406
Attn: Geoff Kalish	Attn: Alec Petro
Brown Brothers Harriman	Londonderry Management Corp.
59 Wall Street	420 Lexington Avenue
New York, NY 10005	New York, NY 10170
Attn: Ann Hobart	Attn: Kevin McGrath
CMS Co. Investment Partnership LP	JP Morgan Securities Inc.
1926 Arch Street	1 Bush Street
Philadelphia, PA 19103-1484	San Francisco, CA 94104
Attn: Ingrid Welch	Attn: Lorraine Maldaque

B-1

Greg Smith	Jason Worth
JP Morgan H&Q	JP Morgan H&Q
1 Bush Street	1 Bush Street
San Francisco, CA 94104	San Francisco, CA 94104
Paul Noglows	Jim Pettit
277 Park Ave 10th Floor	311 Sheridan Avenue
New York, NY 10172-3407	Piedmont, CA 94611
Mark Slater	Morgan Witt Alliance Ltd.
94 West Springfiled St	41 River Terrace, #308
Boston, MA 02118	New York, NY 10282
	Att:Edward Witt

B-2

Access Technology Partners LP

c/o Chase H&Q

1 Bush Street

San Francisco, CA 94104

Attn: Armineh Baghomian

B-3

SCHEDULE C

Series B Stockholders

Entre Networks, Inc.	Veritas Ventures LLC
5 Great Valley Parkway, Suite 314	6 Cove Lane
Malvern, PA 19355	Meford, NJ 08056
Attn: Joyce M. Marr	Attn: John Culbertson
AHP Holdings LP	Sean P. Duffy
37 Fort Hill Lane	9 Oldwoods Road
Duxbury, MA	Saddleriver, NJ 07458
02332
Attn: Alec Petro
N-Two LLC	Michael Brennan
100 Wall Street	6 The Old Barracks
New York, NY 10005	London W84PU
Attn: Robert Crossan (c/o GFI)
Olympia Valley LLP	Lionel Bouaziz
10 Great Woods Lane	11 Windsor Court, Vicarage Crescent
Malvern, PA 19355	London SW11 3LA
Attn: Tom Piersanti
Schell Investment, LLC
555 Croton Road, Suite 111
King of Prussia, PA 19406
Attn: Tom Mahoney

C-1

SCHEDULE D

Series C Stockholders

Global Private Equity IV Limited Partnership

Advent Partners (NA) GPE-IV Limited Partnership

Advent Partners GPE-IV Limited Partnership

Advent Partners Limited Partnership

C/O Advent International Corporation

75 State Street

Boston, MA 02109

Attn: Robert Taylor

Venturion GFI LLC

Venturion GFI II, LLC

275 Madison Avenue, 38th Floor

New York, NY 10016

Attn: Geoff Kalish

3i Group PLC

91 Waterloo Road

London SE1 8XP

United Kingdom

Attn:  Dara Mitchell

CMS Co-Investment Subpartnership

1926 Arch Street

Philadelphia, PA 19103-1484

Attn:  Ingrid Welch

E-1

SCHEDULE E

Class B Common Stockholders

Richard Kates	Salomon Smith Barney as Custodian for
47 Mercer Street, #5	Achilles Macris IRA
New York, NY 10013	1 Penn Plaza, 39th Floor
	Rasweiler Group
	New York, NY 10119
	Attn: Garrett Buckley
Dawn Ragan Heyman	Navier, Stokes and Co.
100 Balboa Court	c/o Veritas
Irving, TX 75062	91 Medinat Hayehudim Street
	Herzliya Pituach, Israel 46120
	Attn: Gideon Tolkowsky
Peter J. McNally	KT Investments
315 East 80th Street, Apt 5A	c/o Veritas
New York, NY 10021	91 Medinat Hayehudim Street
	Herzliya Pituach, Israel 46120
	Attn: Yadim Kaufman
Katten Munchin & Zavis	George Handjinicolaou
525 West Monroe Street, Suite 1600	1598 Maddux Lane
Chicago, IL 60661-3693	McLean, VA 22101
Attn: Vincent F. Sergi
Venturion Market-Making Ventures, LLC	Ashish Shah
275 Madison Avenue, 38th Floor	303 East 18th Street, 2nd Floor
New York, NY 10016	New York, NY 10003
Attn: Geoff Kalish
Daniel & Natalie Barkan	Al-Noor Ramji
17 Schechterman Street	1801 California Street, 34th Floor
Ramat Efal, Israel	Denver, Colorado 80202
Richard Hochstein	David Bolas
5103 10th Avenue	3689 Clay Mountain Drive
Brooklyn, NY 11219	Medina, OH 44256

E-2

Richard K. Palmer	Leopard Aggressive Fund
5 Brookbank Road	118 East 60 Street, Apt 29A
Orinda, CA 94563	New York, NY 10022
	Attn: Alain Berdouare
Jersey Partners Inc.	C. Pascal Isbell
100 Wall Street, 4th Floor	55 Wetherby Mansions
New York, NY 10005	Earls Court Square
Attn: Robert Crossan (c/o GFI)	London, England SW5 9BH

E-3

SCHEDULE F

Class A Common Stockholders

Jersey Partners Inc.

100 Wall Street, 4^th Floor

New York, NY 10005

Attn: Robert Crossan (c/o GFI)

F-1

EX-4.4

Exhibit 4.4

REGISTRATION RIGHTS AGREEMENT

dated as of

March 10, 2000

among

GFInet inc.

and

THE INVESTORS LISTED ON SCHEDULE A TO THIS AGREEMENT

TABLE OF CONTENTS

ARTICLE I		DEFINITIONS
		1.1		Definitions
ARTICLE II		REGISTRATION RIGHTS
		2.1		Securities Subject to this Agreement
		2.2		Demand Registration
		2.3		Piggyback Registration
		2.4		Form S-3
		2.5		Registration Procedures
		2.6		Holders Cooperation
		2.7		Certain Rights of Holders
		2.8		Registration Expenses
		2.9		Indemnification; Contribution
		2.10		Participation in Underwritten Registrations
		2.11		Selection of Underwriters
		2.12		Market Stand-Off
		2.13		Transfer of Registration Rights
ARTICLE III	MISCELLANEOUS
		3.1	Termination
		3.2	Entire Agreement
		3.3	Successors and Assigns
		3.4	Notices
		3.5	Headings
		3.6	Counterparts
		3.7	Choice of Law; Jurisdiction; Venue
		3.8	Specific Enforcement
		3.9	Amendment and Waivers

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of March 10, 2000 between GFInet inc., a Delaware corporation (the “Company”), and each of the Purchasers of shares of the Company’s Series A Convertible Preferred Stock, $0.01 par value per share (the “Preferred Stock”), pursuant to certain Subscription Agreements, dated of even date herewith (the “Subscription Agreement”), whose names are set forth on Schedule A hereto (individually, a “Purchaser” and collectively, the “Purchasers”).

The parties hereto agree as follows:

ARTICLE I

DEFINITIONS

1.1Definitions. The following terms, as used herein, have the following meanings.

“Agreement” shall have the meaning set forth in the Preamble hereto.

“Board” means the Board of Directors of the Company.

“Business Day” means any day except a Saturday, Sunday or other day on which banks in New York, New York are authorized by law to close.

“Closing Date” shall mean the Closing Date of the Subscription Agreement.

“Commission” means the Securities and Exchange Commission.

“Common Stock” means the common stock of the Company, par value $0.01 per share.

“Company” shall have the meaning set forth in the Preamble hereto.

“Company Registration Statement” means the Registration Statements of the Company relating to the registration for sale of shares of the Company’s Common Stock contemplated by Section 2.3, including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein.

“Demand Registration Statement” means the Registration Statement of the Company relating to the registration for sale of shares of the Company’s Common Stock contemplated by Section 2.2, including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein.

“Effective Time” means the date of effectiveness of any Registration Statement.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Holders” has the meaning given to it in Section 2.1(b) hereof.

“NASD” means the National Association of Securities Dealers, Inc.

“Person” means any individual, estate, legal representative, trust, partnership, limited liability company, association, organization, firm, company or corporation, joint venture, any other business entity unincorporated or incorporated, any nation or any state or territory thereof or any public officer, agency, board or instrumentality thereof.

“Preferred Stock” shall have the meaning set forth in the Preamble hereto.

“Prospectus” means the prospectus included in any Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus.

“Purchaser” shall have the meaning set forth in the Preamble hereto.

“Qualified IPO” means the commencement of a firm commitment underwritten initial public offering pursuant to an effective registration statement under the Securities Act covering the offer and sale of Common Stock for the account of the Company, in which (i) the per share price is at least $1.50 (as adjusted for stock splits, dividends, recapitalizations and the like), and (ii) the gross cash proceeds to the Company (before underwriting discounts, commissions and fees) are at least $15.0 million.

“Registrable Securities” means any Securities until the earlier of the date on which (i) a registration statement covering such Securities has been declared effective by the Commission and such Securities have been disposed of pursuant to such effective registration statement, (ii) such Securities are sold under circumstances in which all the applicable conditions of Rule 144 (or any similar provisions then in force) under the Securities Act are met, or such Securities may be sold pursuant to Rule 144(k) (or any similar provision then in force) under the Securities Act, and are freely tradable after such sale by the transferee, (iii) the Company has delivered a new certificate or other evidence of ownership for such Securities not bearing a legend restricting further transfer and such Securities may be resold without registration under the Securities Act, or (iv) such Securities shall have ceased to be outstanding.

“Registration Statements” means any Company Registration Statement, any S-3 Registration Statement and the Demand Registration Statement.

“S-3 Registration Statement” means the Registration Statements of the Company relating to the registration for sale of shares of the Company’s Common Stock contemplated by Section 2.4, including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein.

“Securities” means the Subject Shares (as defined below).

2

“Securities Act” means the Securities Act of 1933, as amended.

“Subject Shares” mean the Common Stock issued or issuable upon conversion of the Preferred Stock.

“Subscription Agreement” shall have the meaning set forth in the Preamble hereto.

As used in this Agreement, words in the singular include the plural, and in the plural include the singular.

ARTICLE II

REGISTRATION RIGHTS

2.1Securities Subject to this Agreement.

(a)The Securities entitled to the benefits of this Agreement are the Registrable Securities to be issued pursuant to the conversion of the Preferred Stock purchased by the Purchasers pursuant to the Subscription Agreement, but only for so long as they remain Registrable Securities.

(b)A Person is deemed to be a holder of such Registrable Securities (each, a “Holder”) whenever such Person is the registered holder of such Registrable Securities on the Company’s books and records.

2.2Demand Registration.  At any time after 180 days following the Qualified IPO, the Holders of at least 66-2/3% of the then outstanding Registrable Securities that have an aggregate market price of at least $12.5 million at the time of the request may make a written request to the Company to register their Registrable Securities (each of such Holders making such request being referred to hereinafter as the “Initiating Holder”), under the Securities Act and under the securities or “blue sky” laws of any jurisdiction reasonably designated by such Initiating Holder (“Demand Registration”), which may include all or any portion of the Registrable Securities held by any Initiating Holder unless such underwriters advise that those additional shares should be excluded.  The Company shall use its reasonable efforts to cause such Demand Registration to become effective not later than three (3) months after it receives a request for a Demand Registration and to remain continuously effective for a period of at least three (3) months from the effective date of such Demand Registration Statement or such shorter period which will terminate when all of the Registrable Securities covered by the Demand Registration Statement have been sold pursuant thereto. The Company shall not be required to effect more than one Demand Registration at the request of the Purchasers. If at the time of any request to register Registrable Securities pursuant to this Section 2.2, the Company is engaged in, or has fixed plans to engage in within three months of the time of such request, a registered public offering or is engaged in any other activity which, in the good faith determination of the Board of Directors of the Company, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a reasonable period not in excess of 180 days from the effective date of

3

such offering or the date of completion of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any twelve-month or 365-day period. Notwithstanding the above, the Company shall not be required to effect any Demand Registration within three (3) months after the effective date of any other Registration Statement of the Company.

Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof. Upon a request for a Demand Registration, the Company shall promptly take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered.

2.3Piggyback Registration.

(a)At any time that the Company proposes to file a Company Registration Statement, including one under Sections 2.2 or 2.4 hereunder, either for its own account or for the account of a stockholder or stockholders, covering the disposition of securities having an aggregate disposition price of at least $1.0 million, the Company shall give the Holders written notice of its intention to do so and of the intended method of sale (the “Registration Notice”) within a reasonable time prior to the anticipated filing date of the Company Registration Statement effecting such Company Registration. Each Holder may request inclusion of all of such Holder’s Registrable Securities in such Company Registration by delivering to the Company, within ten (10) Business Days after receipt of the Registration Notice, a written notice (the “Piggyback Notice”) stating the number of Registrable Securities proposed to be included and that such shares are to be included in any underwriting only on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such Company Registration Statement. The Company shall use its best efforts to cause all Registrable Securities specified in the Piggyback Notice to be included in the Company Registration Statement and any related offering, all to the extent requisite to permit the sale by the Holders of such Registrable Securities in accordance with the method of sale applicable to the other shares of Common Stock included in such Company Registration Statement; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the Company Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon:

(i)in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and

(ii)in the case of a delay in registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities.

4

(b)The Company’s obligation to include Registrable Securities in a Company Registration Statement pursuant to Section 2.3(a) shall be subject to the following limitations:

(i)the Company shall not be required to include any Registrable Securities in the Registration Statement filed to register its Qualified IPO.

(ii)The Company shall not be obligated to include any Registrable Securities in a registration statement filed on Form S-4, Form S-8 or such other similar successor forms then in effect under the Securities Act.

(iii)If a Company Registration Statement involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities requested to be included in such Company Registration Statement exceeds the number which can be sold in such offering without adversely affecting the offering, the Company will include in such Company Registration Statement the number of such securities which the Company is so advised can be sold in such offering without adversely affecting the offering, determined as follows:

(A)first, the securities proposed by the Company to be sold for it own account, and

(B)second, any Registrable Securities requested to be included in such registration and any other securities of the Company in accordance with the priorities, if any, then existing among the holders of such securities and pro rata among the holders thereof requesting such registration on the basis of the number of shares of such securities requested to be included by such holders.

2.4Form S-3.  The Company shall use its best efforts to qualify for registration on Form S-3 or its successor form. After the Company has qualified for the use of Form S-3, Holders of 25% of the then outstanding Registrable Securities shall have the right at any time to request registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such Holders), subject only to the following:

(a)The Company shall not be required to file an S-3 Registration Statement pursuant to this Section 2.4 within ninety (90) days of the effective date of any registration referred to in Sections 2.2 or 2.3 above.

(b)The Company shall not be required to file a registration statement pursuant to this Section 2.4 unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate disposition price (before deduction of underwriting discounts and expenses of sale) of at least $3,000,000.

(c)If at the time of any request to register Registrable Securities pursuant to this Section 2.4, the Company is engaged in, or has fixed plans to engage in within three months of the time of such request, a registered public offering or is engaged in any other activity which, in the good faith determination of the Board of Directors of the Company, would be adversely

5

affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a reasonable period not in excess of 180 days from the effective date of such offering or the date of completion of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any one-year period.

(d)Only one registration pursuant to such S-3 Registration Statement may be required hereunder during any twelve-month period.

The Company shall give written notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 2.4 and shall provide a reasonable opportunity for other Holders to participate in the registration. Subject to the provisions of Section 2.5, the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested pursuant to this Section 2.4 by the Holder or Holders of such Registrable Securities for purposes of disposition.

2.5Registration Procedures.  If any registration pursuant to Sections 2.3 or 2.4 is for an underwritten offering, the following terms shall apply to all participants in such offering: the right of any Holder to registration pursuant to Section 2.3 or 2.4 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other Holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. If the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in the registration and underwriting. The Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant to Sections 2.3 or 2.4, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among the Holders in proportion, as nearly as practicable, to the respective amounts of securities requested by such Holders to be included in such registration. If any Holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. If, by the withdrawal of such Registrable Securities, a greater number of Registrable Securities held by other Holders may be included in such registration (up to the limit imposed by the underwriters), the Company shall offer to all Holders who have included Registrable Securities in the registration the right to include additional Registrable Securities in the same proportion used in determining the limitation as set forth above. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

In connection with any Registration Statement and any Prospectus required by any section of this Agreement to permit the sale or resale of Registrable Securities, the Company shall:

6

(a)use its commercially reasonable best efforts to prepare and file with the Commission such amendments and post-effective amendments to such Registration Statement as may be necessary to keep such Registration Statement effective (i) if such Registration Statement is a Company Registration Statement, until the earlier of such time as all of such securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such Company Registration Statement or (ii) if such Registration Statement is a Demand Registration Statement, for the applicable period set forth in Section 2.2 herein; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the applicable provisions of Rules 424 and 430A, as applicable, under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in such Registration Statement or supplement or the Prospectus;

(b)promptly (and in respect of events covered by clause (i) hereof, on the same day as the Company shall receive notice of effectiveness) advise the Holders covered by such Registration Statement and, if requested by such Persons, to confirm such advice in writing, (i) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and when the same has become effective, (ii) of any request by the Commission for post-effective amendments to such Registration Statement or post-effective amendments to such Registration Statement or post-effective amendments or supplements to the Prospectus or for additional information relating thereto, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of any such Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Registrable Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, and (iv) of the existence of any fact or the happening of any event that makes any statement of a material fact made in any such Registration Statement, the related Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in any such Registration Statement or the related Prospectus in order to make the statements therein not misleading. If at any time the Commission shall issue any stop order suspending the effectiveness of such Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Registrable Securities under state securities or Blue Sky laws, the Company shall use its reasonable efforts to obtain the withdrawal or lifting of such order at the earliest possible time;

(c)promptly furnish to each Holder of Registrable Securities covered by any Registration Statement, and each underwriter, if any, without charge, at least one conformed copy of any Registration Statement, as first filed with the Commission, and of each amendment thereto, including all documents incorporated by reference therein and all exhibits (including exhibits incorporated therein by reference) and such other documents as such Holder may reasonably request;

7

(d)deliver to each Holder covered by any Registration Statement, and each underwriter, if any,  without charge,  as many copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such person reasonably may request;

(e)enter into such customary agreements and take all such other reasonable action in connection therewith (including those reasonably requested by the selling Holders or the underwriter(s), if any) required in order to expedite or facilitate the disposition of such Registrable Securities pursuant to such Registration Statement, including, but not limited to, dispositions pursuant to an underwritten registration, and in such connection:

(i)make such representations and warranties to the selling Holders and underwriter(s), if any, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings (whether or not sales of securities pursuant to such Registration Statement are to be to an underwriter(s)) and confirm the same if and when requested;

(ii)obtain opinions of counsel to the Company (which counsel and opinions, in form and substance, shall be reasonably satisfactory to the selling Holders and the underwriter(s), if any, and their respective counsel) addressed to each selling Holder and underwriter, if any, covering the matters customarily covered in opinions requested in underwritten offerings (whether or not sales of securities pursuant to such Registration Statement are to be made to an underwriter(s)) and dated the date of effectiveness of any Registration Statement (and, in the case of any underwritten sale of securities pursuant to such Registration Statement, each closing date of sales to the underwriter(s) pursuant thereto);

(iii)use reasonable efforts to obtain comfort letters dated the date of effectiveness of any Registration Statement (and, in the case of any underwritten sale of securities pursuant to such Registration Statement, each closing date of sales to the underwriter(s) pursuant thereto) from the independent certified public accountants of the Company addressed to each selling Holder and underwriter, if any, such letters to be in customary form and covering matters of the type customarily covered in comfort letters in connection with underwritten offerings (whether or not sales of securities pursuant to such Registration Statement are to be made to an underwriter(s));

(iv)provide for the indemnification provisions and procedures of Section 2.6 hereof with respect to selling Holders and the underwriter(s), if any, and;

(v)deliver such documents and certificates as may be reasonably requested by the selling Holders or the underwriter(s), if any, and which are customarily delivered in underwritten offerings (whether of not sales of securities pursuant to such Registration Statement are to be made to an underwriter(s), with such documents and certificates to be dated the date of effectiveness of any Registration Statement.

8

The actions required by clauses (i) through (v) above shall be done at each closing under such underwriting or similar agreement, as and to the extent required thereunder, and if at any time the representations and warranties of the Company contemplated in clause (i) above cease to be true and correct, the Company shall so advise the underwriter(s), if any, and each selling Holder promptly, and, if requested by such Person, shall confirm such advice in writing;

(f)prior to any public offering of Registrable Securities, cooperate with the selling Holders, the underwriter(s), if any, and their respective counsel in connection with the registration and qualification of the Registrable Securities under the securities or Blue Sky laws of such U.S. jurisdictions as the selling Holders or underwriter(s), if any, may reasonably request in writing by the time any Registration Statement is declared effective by the Commission, and do any and all other acts or filings necessary or advisable to enable disposition in such U.S. jurisdictions of the Registrable Securities covered by any Registration Statement and to file such consents to service of process or other documents as may be necessary in order to effect such registration or qualification; provided, however, that the Company shall not be required to register or qualify as a foreign corporation in any jurisdiction where it is not then so qualified or as a dealer in securities in any jurisdiction where it would not otherwise be required to register or qualify but for this Section 2.4, or to take any action that would subject it to the service of process in suits or to taxation, in any jurisdiction where it is not then so subject;

(g)in connection with any sale of Registrable Securities that will result in such securities no longer being Registrable Securities, cooperate with the selling Holders and the underwriter(s), if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends; and enable such Registrable Securities to be in such denominations and registered in such names as the Holders or the underwriter(s), if any, may request at least two (2) Business Days prior to any sale of Registrable Securities made by such underwriters;

(h)use its reasonable efforts to cause the disposition of the Registrable Securities covered by any Registration Statement to be registered with or approved by such other U.S. governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter(s), if any, to consummate the disposition of such Registrable Securities;

(i)if any fact or event contemplated by Section 2.4(b) shall exist or have occurred, use reasonable efforts to prepare a supplement or post-effective amendment to any Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Registrable Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statement therein not misleading;

(j)cooperate and assist in the performance of any due diligence investigation by any underwriter (including any “qualified independent underwriter”) that is required to be retained in accordance with the rules and regulations of the NASD, and use its reasonable efforts to cause any Registration Statement to become effective and approved by such U.S.

9

governmental agencies or authorities as may be necessary to enable the Holders selling Registrable Securities to consummate the disposition of such Registrable Securities;

(k)otherwise use its reasonable efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its security holders with regard to such Registration Statement, as soon as practicable, a consolidated earnings statement meeting the requirements of Rule 158 (which need not be audited) for the twelve-month period (i) commencing at the end of any fiscal quarter in which Registrable Securities are sold to the underwriter in a firm or best efforts underwritten offering or (ii) if not sold to an underwriter in such an offering, beginning with the first month of the Company’s first fiscal quarter commencing after the effective date of any Registration Statement;

(l)provide a CUSIP number for all Registrable Securities, to the extent required, not later than the effective date of any Registration Statement;

(m)use its best efforts to list, not later than the effective date of such Registration Statement, all Registrable Securities covered by such Registration Statement on the Nasdaq National Market or any other trading market on which any Common Stock of the Company are then admitted for trading, and

(n)provide reasonably promptly to each Holder covered by any Registration Statement upon request each document filed with the Commission pursuant to the requirements of Section 13 and Section 14 of the Exchange Act.

2.6Holder’s Cooperation

(a)Holders of Registrable Securities desiring to sell in any Registration Statement will furnish to the Company such information as the Company may reasonably require from such Holder in connection with the Registration Statement (and the prospectus included therein).  No Holder may participate in any offering unless such Holder (i) agrees to sell his Registrable Securities to be sold on the basis provided in any agreement governing the offering and (ii) completes and executes all questionnaires, indemnities, and other documents required in connection with the offering.  No Holder of Registrable Securities may include any of its Registrable Securities in any Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within ten (10) Business Days after receipt of a written request therefor, such information specified in Item 507 of Regulation S-K under the Securities Act or such other information as the Company may reasonably request for use in connection with such Registration Statement or Prospectus or preliminary Prospectus included therein and in any application to the NASD.  Each Holder as to which such Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make all information previously furnished to the Company by such Holder not materially misleading.

(b)Failure of a Holder to furnish the information and agreements described in this Agreement shall not affect the obligations of the Company under this Agreement to remaining Holders who do furnish such information and agreements unless, in the reasonable

10

opinion of counsel to the Company, such failure impairs or may impair the viability of the offering or the legality of the registration or the underlying offering.

(c)The Holders holding shares included in the registration will not (until further notice by the Company) effect sales thereof (or deliver a prospectus to any purchaser) after receipt of telegraphic or written notice from the Company to suspend sales to permit the Company to correct or update a registration statement or prospectus. At the end of the period during which the Company is obligated to keep the registration statement current and effective as described in Section 2.2, the Holders holding Registrable Securities included in the registration shall discontinue sales of shares pursuant to such registration statement upon receipt of notice from the Company of its intention to remove from registration the Registrable Securities covered by such registration statement that remain unsold, and such Holders shall notify the Company of the number of such shares registered that remain unsold immediately upon receipt of such notice from the Company.

In connection with any offering, each Holder who intends to sell Registrable Securities in any Registration Statement, will not use any offering document, offering circular or other offering materials with respect to the offer or sale of Registrable Securities, other than the prospectuses provided by the Company and any documents incorporated by reference therein.

2.7Certain Rights of Holders.  The Company will not file any registration statement under the Securities Act which refers to any Holder of Registrable Securities by name or otherwise without the prior approval of such Holder, which consent shall not be unreasonably withheld or delayed.

2.8Registration Expenses.

(a)Subject to the provisions of Section 2.8(b) below, all expenses incident to the Company’s performance of or compliance with this Agreement with regard to filing the Demand Registration Statement pursuant to Section 2.2, all piggyback registrations pursuant to Section 2.3 and one S-3 Registration Statement per twelve-month period pursuant to Section 2.4, will be borne by the Company, regardless of whether a Registration Statement becomes effective, including without limitation: (i) all registration and filing fees and expenses (including filings made with the NASD and reasonable counsel fees in connection therewith); (ii) all reasonable fees and expenses of compliance with federal securities and state Blue Sky or securities laws (including all reasonable fees and expenses of one counsel to the underwriter(s) in any underwriting) in connection with compliance with state Blue Sky or securities laws for up to ten (10) states; (iii) all expenses of printing, messenger and delivery services and telephone calls; (iv) all fees and disbursements of counsel for the Company; and (v) all fees and disbursements of independent certified public accountants of the Company (including the expenses of any special audit and comfort letters required by or incident to such performance).

(b)Notwithstanding the foregoing, the Company will not be responsible for (i) any underwriting discounts, commissions or fees attributable to the sale of Registrable Securities, (ii) any legal fees or disbursements (other than any such fees or disbursements relating to Blue Sky compliance or otherwise as set forth under Section 2.8(a)) incurred by any

11

Holder, or incurred by any underwriter(s) in any underwritten offering if the underwriter(s) participates in such underwritten offering at the request of the Holders of Registrable Securities, or (iii) any transfer taxes that may be imposed in connection with a sale or transfer of Registrable Securities.

(c)The Company shall, in any event, hear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Company.

2.9Indemnification; Contribution.

(a)The Company agrees to indemnify and hold harmless (i) each Holder covered by any Registration Statement, (ii) each other Person who participates as an underwriter in the offering or sale of such securities, (iii) each person, if any, who controls (within themeaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) any such Holder or underwriter (any of the persons referred to in this clause (iii) being hereinafter referred to as a “controlling person”) and (iv) the respective officers, directors, partners, employees, representatives and agents of any such Holder or underwriter or any controlling person (any person referred to in clause (i), (ii), (iii) or (iv) may hereinafter be referred to as an “indemnified Person”), to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, judgments or expenses, joint or several (or actions or proceedings,  whether commenced or threatened, in respect thereof) (collectively, “Claims”), to which such indemnified Person may become subject under either Section 15 of the Securities Act or Section 20 of the Exchange Act or otherwise, insofar as such Claims arise out of or are based upon, or are caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus (or any amendment or supplement thereto), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or a violation by the Company of the Securities Act or any state securities law, or any rule or regulation promulgated under the Securities Act or any state securities law, or any other law applicable to the Company relating to any such registration or qualification, except insofar as such losses, claims, damages, liabilities, judgments or expenses of any such indemnified Person; (x) are caused by any such untrue statement or omission or alleged untrue statement or omission that is based upon information relating to such indemnified Person furnished in writing to the Company by or on behalf of any of such indemnified Person expressly for use therein; (y) with respect to the preliminary Prospectus, result from the fact that such Holder sold Securities to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus, as amended or supplemented, if the Company shall have previously furnished copies thereof to such Holder in accordance with this Agreement and said Prospectus, as amended or supplemented, would have corrected such untrue statement or omission; or (z) as a result of the use by an indemnified Person of any Prospectus when, upon receipt of a Black-Out Notice or a notice from the Company of the existence of any fact of the kind described in Section 2.5(b)(iv), the indemnified Person or the related Holder was not permitted to do so. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified Person and shall survive the transfer of such securities by such Holder.

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In case any action shall be brought or asserted against any of the indemnified Persons with respect to which indemnity may be sought against the Company, such indemnified Person shall promptly notify the Company and the Company shall assume the defense thereof with counsel reasonably satisfactory to the indemnified Persons, it being understood and agreed that the Company’s regular outside counsel is acceptable for such purpose. Such indemnified Person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the indemnified Person unless (i) the employment of such counsel shall have been specifically authorized in writing by the Company, (ii) the Company shall have failed to assume the defense and employ counsel or (iii) the named parties to any such action (including any implied parties) include both the indemnified Person and the Company and the indemnified Person shall have been advised in writing by its counsel that there may be one or more legal defenses available to it which are materially different from or additional to those available to the Company, it being understood, however, that the Company shall not, in connection with such action or similar or related actions or proceedings arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all the indemnified Persons, which firm shall be (x) designated by such indemnified Persons and (y) reasonably satisfactory to the Company. The Company shall not be liable for any settlement of any such action or proceeding effected without the Company’s prior written consent, which consent shall not be withheld unreasonably, and the Company agrees to indemnify and hold harmless any indemnified Person from and against any loss, claim, damage, liability, judgment or expense by reason of any settlement of any action effected with the written consent of the Company. The Company shall not, without the prior written consent of each indemnified Person, which shall not be unreasonably withheld, settle or compromise or consent to the entry of judgment on or otherwise seek to terminate any pending or threatened action, claim, litigation or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not any indemnified Person is a party thereto), unless such settlement, compromise, consent or termination includes an unconditional release of each indemnified Person from all liability arising out of such action, claim litigation or proceeding.

(b)Each Holder of Registrable Securities covered by any Registration Statement agrees, severally and not jointly, to indemnify and hold harmless the Company and its directors, officers and any person controlling (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, and the respective officers, directors, partners, employees, representatives and agents of each person, to the same extent as the foregoing indemnity from the Company to each of the indemnified Persons, but only (i) (x) with respect to actions based on information relating to such Holder furnished in writing by or on behalf of such Holder expressly for use in any Registration Statement or Prospectus, (y) with respect to the preliminary Prospectus, any matters which result from the fact that such Holder sold Securities to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus, as amended or supplemented, if the Company shall have previously furnished copies thereof to such Holder in accordance with this Agreement and said Prospectus, as amended or supplemented, would have corrected such untrue statement or omission; or (z) such matters which result from the use by an indemnified Person of any Prospectus when, upon receipt of a Black-Out Notice or a notice from the Company of the

13

existence of any fact of the kind described in Section 2.5(b)(iv), the indemnified Person or the related Holder was not permitted to do so, and (ii) to the extent of the gross proceeds, if any, received by such Purchaser from the sale or other disposition of his or its Registrable Securities covered by such Registration Statement.  In case any action or proceeding shall be brought against the Company or its directors or officers or any such controlling person in respect of which indemnity may be sought against a Holder of Registrable Securities covered by any Registration Statement, such Holder shall have the rights and duties given the Company in Section 2.8(a) (except that the Holder may but shall not be required to assume the defense thereof), and the Company or its directors or officers or such controlling person shall have the rights and duties given to each Holder by Section 2.9(a). Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any the Company or any other indemnified Person and shall survive the transfer of securities by any applicable Holder.

(c)If the indemnification provided for in this Section 2.9 is unavailable to an indemnified party under Section 2.9(a) or (b) (other than by reason of exceptions provided in those Sections) in respect of any losses, claims, damages, liabilities, judgments or expenses referred to therein, then each applicable indemnifying party (in the case of the Holders severally and not jointly), in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims damages, liabilities, judgments or expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Holder on the other hand from sale of Registrable Securities or (ii) if such allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and such Holder in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities, judgments or expenses, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of such Holder on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by such Holder and the parties relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid to a party as a result of the losses, claims, damages, liabilities judgments and expenses referred to above shall be deemed to include, subject to the limitations set forth in the second paragraph of Section 2.9(a) and Section 2.9(b), any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim.

The Company and each Holder of Registrable Securities covered by any Registration Statement agree that it would not be just and equitable if contribution pursuant to this Section 2.9(c) were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 2.9(c) no Holder (and none of its related indemnified Persons) shall be required to contribute, in the aggregate, any amount in excess of the amount by which the dollar amount of proceeds received by such Holder upon the sale of the Registrable Securities exceeds the amount of any damages which such Holder has otherwise

14

been required to pay by reason of such untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentations (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

The indemnity, and contribution provisions contained in this Section 2.9 are in addition to any liability which the indemnifying person may otherwise have to the indemnified persons referred to above.

2.10Participation in Underwritten Registrations.  No Holder may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such underwriting arrangements.

2.11Selection of Underwriters.  The Holders of Registrable Securities covered by any Registration Statement who desire to do so may sell such Registrable Securities in an underwritten offering.  In any such underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by the Holders of a majority of the Registrable Securities included in such offering if such registration is pursuant to the Demand Registration Statement, and by the Company if such registration is pursuant to a Company Registration Statement or S-3 Registration Statement; provided, however, that in the case of a registration pursuant to a Demand Registration Statement, such investment bankers and managers must be reasonably satisfactory to the Company.  Such investment bankers and managers are referred to herein as the “underwriters.”

2.12Market Stand-Off.  In consideration for the Company agreeing to its obligations under this Agreement, each Holder agrees in connection with any registration of the Company’s securities (whether or not such Holder is participating in such registration) upon the request of the Company and the underwriters managing any underwritten offering of the Company’s securities, not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of, any Registrable Securities in a market transaction (other than those included in the registration) without the prior written consent of the Company, or such underwriters, as the case may be, for such period of time (not to exceed 180 days from the effective date of such registration) as the Company and the underwriters may specify.

2.13Transfer of Registration Rights.  The rights to cause the Company to register Registrable Securities of a Holder and keep information available granted to a Holder by the Company under Sections 2.2, 2.3 and 2.4, may be assigned by a Holder to any partner, member or shareholder of such Holder, to any other Holder, or to a transferee or assignee who (i) receives at least 1,000,000 shares of Registrable Securities (as adjusted for stock splits and the like); provided, that the Company is given written notice by the Holder at the time of or within a reasonable time after said transfer, stating the name and address of said transferee or assignee and identifying the securities with respect to which such registration rights are being assigned or

15

(ii) receives less than 1,000,000 shares of Registrable Securities if the Company provides such Holder with prior written approval of such transfer.

2.14Rule 144.  Following the Company’s initial public offering, the Company shall:

(a)file the reports required to be filed by the Company under the Securities Act and the Exchange Act so as to enable the Holders to sell Registrable Securities pursuant to Rule 144 under the Securities Act;

(b)cooperate with any Holder in connection with any sale, transfer or other disposition by such Holder of any Registrable Securities pursuant to Rule 144 under the Securities Act;

(c)take such action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including providing any legal opinions; and

(d)upon the request of any Holder, deliver to such Holder a written certification of a duly authorized officer of the Company as to whether the Company has complied with the foregoing requirements.

ARTICLE III

MISCELLANEOUS

3.1Termination.  This agreement and the obligations of the Company hereunder shall terminate on the earliest of (i) the first date on which no Registrable Securities remain outstanding and (ii) the close of business on the third anniversary of the Company’s Qualified IPO.

3.2Entire Agreement.  This Agreement, together with the Subscription Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreement and understandings, both oral and written, between the parties with respect to the subject matter hereof.

3.3Successors and Assigns.  This Agreement shall inure to the benefit of (subject to Section 2.13) and be binding upon the successors and assigns of each of the parties, including without limitation and without the need for an express assignment, subsequent Holders of Registrable Securities; provided, however, that this Agreement shall not inure to the benefit of or be binding upon a successor or assign of a Holder unless and to the extent such successor or assign acquired Registrable Securities from such Holder at a time when such Holder could not transfer such Registrable Securities pursuant to any Registration Statement or pursuant to Rule 144 under the Securities Act as contemplated by clause (ii) of the definition of Registrable Securities.

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3.4Notices.  All notices and other communications given or made pursuant hereto or pursuant to any other agreement among the parties, unless otherwise specified, shall be in writing and shall be deemed to have been duly given or made if sent by telecopy (with confirmation in writing), delivered personally or by overnight courier or sent by registered or certified mail (postage prepaid, return receipt requested) to the parties at the telecopy number, if any, or address set forth below or at such other addresses as shall be furnished by the parties by like notice. Notices sent by telecopier shall be effective when receipt is acknowledged, notices delivered personally or by overnight courier shall be effective upon receipt and notices sent by registered or certified mail shall be effective three days after mailing:

if to a Holder	to such Holder at the address set forth on the records of the Company. In addition, copies of all such notices or other communications shall be concurrently delivered by the Person giving the same to each person who has been identified to the Company by such Holder as a Person who is to receive copies of such notice.
if to the Company:	at the address set forth in the Subscription Agreement.
with copies to: Greenberg Traurig, LLP
	Met Life Building
	200 Park Avenue
	New York, New York 10166
	Attn: Andrew J. Cosentino, Esq.
	Telephone Number: (212) 801-9304
	Fax: (212) 801-6400 and (212) 805-9304

3.5Headings.  The headings contained in this Agreement are for convenience only and shall not affect the meaning or interpretation of this Agreement.

3.6Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

3.7Choice of Law; Jurisdiction; Venue.  This Agreement has been negotiated and shall be consummated in the State of New York and shall be governed by and construed in accordance with the laws of the State of New York, without regard to its principles of conflicts of law.  The parties hereto irrevocably consent to the jurisdiction of the courts of the State of New York located within the County of New York and of any federal court located in the Southern District of the State of New York in connection with any action or proceeding arising out of or relating to this Agreement, any document or instrument delivered pursuant to, in connection with or simultaneously with this Agreement, or a breach of this Agreement or any such document or instrument; provided, however if the federal courts have subject matter jurisdiction, any action shall be commenced and maintained there.  In any such action or proceeding, each party hereto waives personal service of any summons, complaint or other process and agrees that service thereof may be made in accordance with Section 3.4. Within 30

17

days after such service, or such other time as may be mutually agreed upon in writing by the attorneys for the parties to such action or proceeding, the party so served shall appear or answer such summons, complaint or other process. Should the party so served fail to appear or answer within such 30-day period or such extended period, as the case may be, such party shall be deemed in default and judgment may be entered against such party for the amount as demanded in any summons, complaint or other process so served.

3.8Specific Enforcement.  Each party hereto acknowledges that the remedies at law of the other parties for a breach or threatened breach of this Agreement would be inadequate, and, in recognition of this fact, any party to this Agreement, without posting any bond, and in addition to all other remedies which may be available, shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary to permanent injunction or any other equitable remedy which may then be available.

3.9Amendment and Waivers.  The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given unless the Company has obtained the written consent of Holders of a majority of the then outstanding Registrable Securities.

[The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

GFInet inc.
By:	/s/ Robert Crossan
	Name: Robert Crossan
	Title: Chief Financial Officer

Argonaut P.E.M.

Investor

By:	/s/ Geoffrey Kalish
	Name: Geoffrey Kalish
	Title: Managing Director

19

Gamma-GFI LP

Investor

By:	/s/ Alec Petro
	Name: Alec Petro
	Title: M. D.

20

Magnetic Holdings International (FE) LLC

Investor

By:	/s/ David A. Lifson
	Name: David A. Lifson
	Title: Manager of Magnetic Management LLC, Managing Member of Magnetic Holdings International (FE) LLC

21

Magnetic Holdings International (DE) LLC

Investor

By:	/s/ David A. Lifson
	Name: David A. Lifson
	Title: Manager of Magnetic Management LLC, Managing Member of Magnetic Holdings International (DE) LLC

22

Magnetic Holdings International (DNE) LLC

Investor

By:	/s/ David A. Lifson
	Name: David A. Lifson
	Title: Manager of Magnetic Management LLC, Managing Member of Magnetic Holdings International (DNE) LLC

23

CMS CO-INVESTMENT SUBPARTNERSHIP, a Delaware general partnership
By:	CMS Co-Investment Partners, L.P. a Delaware limited parntership
	By:	CMS/Co-Investment Associates, L.P., a Delaware limited partnership
		By:	MSPS/Co-Investment, Inc., a Delaware corporation
			By:	/s/ Thomas D. Fridio
				Its: Vice President

By:	CMS 1997 Investment Partners, L.P., a Delaware limited parntership
	By:	CMS 1997, Inc., a Delaware corporation
		By:	/s/ Thomas D. Fridio
			Its: Vice President

By:	CMS Co-Investment Partners, I-Q L.P. a Delaware limited parntership
	By:	CMS/Co-Investment Associates, L.P., a Delaware limited partnership
		By:	MSPS/Co-Investment, Inc., a Delaware corporation
			By:	/s/ Thomas D. Fridio
				Its: Vice President

By:	CMS 1997 Investment Partners, L.P., a Delaware limited parntership
	By:	CMS 1997, Inc., a Delaware corporation
		By:	/s/ Thomas D. Fridio
			Its: Vice President

24

Brown Brothers Harriman & Co.

Investor

By:	/s/ W. Carter Sullivan III
	Name: W. Carter Sullivan III
	Title: Partner

25

Gamma Fund I LP

Investor

By:	/s/ John Culbertson
	Name: John Culbertson
	Title: Exec. Comm. Member

26

H & Q Employee Venture Fund 2000, L.P.

Investor

By:	/s/ Thomas Szymoniak
	Name: Thomas Szymoniak
	Title: Attorney-in-Fact

27

AHP Holdings LP

Investor

By:	/s/ Alec Petro
	Name: Alec Petro
	Title: Managing Partner

28

Hambrecht & Quist California

Investor

By:	/s/ Thomas Szymoniak
	Name: Thomas Szymoniak
	Title: Attorney-in-Fact

29

Access Technology Partners Brokers Fund, L.P.

Investor

By:	/s/ Thomas Szymoniak
	Name: Thomas Szymoniak
	Title: Attorney-in-Fact

30

Access Technology Partners, L.P.

Investor

By:	/s/ Thomas Szymoniak
	Name: Thomas Szymoniak
	Title: Attorney-in-Fact

31

N J Brown

Investor

By:	/s/ Nicholas J Brown
	Name: Nicholas J Brown
	Title: Individual

32

Magnetic Holdings International (FNE) LLC

Investor

By:	/s/ David A. Lifson
	Name: David A. Lifson
	Title: Manager of Magnetic Management LLC, Managing Member of Magnetic Holdings International (FNE) LLC

33

SCHEDULE A

Name and Address of Investor	No. of Subject Shares
Magnetic Holdings International LLC (DE)	3,677,500
Magnetic Holdings International LLC (DNE)	2,497,500
Magnetic Holdings International LLC (FE)	1,013,000
Magnetic Holdings International LLC (FNE)	350,000
Gamma GFI LP	2,675,000
Argonaut GFI LLC	12,792,000
Brown Brothers Harriman & Co.	250,000
CMS Co-Investment Partnership LP	500,000
Access Technology Partners, LP	800,000
Access Technology Partners Brokers Fund, LP	16,000
Hambrecht & Quist California	134,000
H&Q Employee Venture Fund 2000	50,000
Nicholas Brown	475,000
AHP Holdings LP	750,000
Gamma Fund I LLP	500,000
Londonderry Management Corp.	500,000
Chase Securities Inc.	20,000
	27,000,000

AMENDMENT AGREEMENT

This Amendment Agreement (the “Amendment”), dated as of November 30, 2001, is made by and among GFI Group Inc. (“Group”), GFInet inc. (“Net”), the stockholders of Net listed on the signature pages hereto (the “Stockholders”).

WHEREAS, Net and the Stockholders are party to a Registration Rights Agreement, dated as of March 10, 2000 (the “Registration Agreement”); and

WHEREAS, Group and Net are party to a Merger Agreement dated as of August 8, 2001, as amended (the “Merger Agreement”) pursuant to which Net will merge with and into a wholly-owned subsidiary of Group (the “Merger”) with Net continuing as the surviving corporation; and in the Merger each share of Net common stock will be converted into a share of Class B common stock, par value $.01 per share, of Group (“Group Class B Common Stock”) and each share of Series A Preferred Stock of Net will be converted into a share of Series A Preferred Stock, par value $.01 per share, of Group (“Group Series A Preferred Stock”); and

WHEREAS, the parties hereto desire to effect certain amendments to the Registration Agreement to reflect the Merger and the conversion of Net capital stock into shares of Group capital stock pursuant to the Merger.

NOW, THEREFORE, in consideration of the mutual premises and covenants and agreements set forth herein, the parties hereto hereby agree as follows:

1.The Registration Agreement is hereby amended, effective as of the effective time of the Merger, to substitute Group for Net as the “Company” party to the Registration Agreement and to acknowledge that the Group Class B Common Stock issuable upon conversion of the Group Series A Preferred Stock received in the Merger by the Stockholders will be the “Subject Shares” subject to the Registration Agreement.

2.Except as expressly amended and modified by this Amendment, the Registration Agreement is hereby ratified and confirmed and shall continue in full force and effect in accordance with its terms.

3.This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

4.This Amendment may be executed in any number of counterparts, each of which shall constitute an integral part of one and the same original agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement to be duly executed as of the date first written above.

GFI GROUP INC.
By:	/s/ Michael Gooch
	Name:	Michael Gooch
	Title:	President
GFInet inc.
By:	/s/ Steve Ellis
	Name:	Steve Ellis
	Title:	Chief Financial Officer

2

STOCKHOLDERS:
Access Technology Partners, LP
By:	/s/ Thomas Szymoniak
	Name:	Thomas Szymoniak
	Title:	Attorney-In-Fact

Access Technology Partners Brokers Fund LP
By:	/s/ Thomas Szymoniak
	Name:	Thomas Szymoniak
	Title:	Attorney-In-Fact

AHP Holdings LP
By:	/s/ Alec Petro
	Name:	Alec Petro
	Title:	G.P. - AHP holdings

Brown Brothers Harriman & Co.
By:	/s/ W. Carter Sullivan III
	Name:	W. Carter Sullivan III
	Title:	Partner

Chase Securities Inc.
By:	/s/ J. Ryan McBride
	Name:	J. Ryan McBride
	Title:	Vice President

CMS Co-Investment Partnership LP
By:	/s/ Ingrid R. Welch
	Name:	Ingrid R. Welch
	Title:	Vice President

3

Gamma GFI LP
By:	/s/ Blake A. Banky
	Name:	Blake A. Banky, Gamma Investors LLC, 175 GP
	Title:	Executive Committee

Gamma Fund I LLP
By:	/s/ Blake A. Banky
	Name:	Blake A. Banky, Gamma Investors LLC, 175 GP.
	Title:	Executive Committee

Hambrecht & Quist California
By:	/s/ Thomas Szymoniak
	Name:	Thomas Szymoniak
	Title:	Attorney-In-Fact

H&Q Employee Venture Fund 2000
By:	/s/ Thomas Szymoniak
	Name:	Thomas Szymoniak
	Title:	Attorney-In-Fact

Londonderry Management Corp.
By:	/s/ Kevin J. McGrath
	Name:	Kevin J. McGrath
	Title:	President

Magnetic Holdings International LLC (DE)
By:	/s/ Robert Crossan
	Name:
	Title:

4

Magnetic Holdings International LLC (DNE)
By:	/s/ Robert Crossan
	Name:
	Title:

Magnetic Holdings International LLC (FE)
By:	/s/ Robert Crossan
	Name:
	Title:

Magnetic Holdings International LLC (FNE)
By:	/s/ Robert Crossan
	Name:
	Title:
	/s/ NJ Brown
	Nick Brown

Venturion Capital
By:	/s/ Geoffrey Kalish
	Name:	Geoffrey Kalish
	Title:	Managing Member

5

AMENDMENT NO. 2 TO THE REGISTRATION RIGHTS AGREEMENT

This AMENDMENT NO. 2 TO THE REGISTRATION RIGHTS AGREEMENT (this “Amendment”), is made and entered into this 3rdday of June, 2002, by and among GFI Group Inc., a Delaware corporation (the “Company”), and the parties listed on the signature pages hereto (collectively, the “Holders”).

BACKGROUND:

The Company and each of the Holders are parties to a Registration Rights Agreement, dated as of March 10, 2000, as amended by the Amendment Agreement dated as of November 30, 2001, by and among the Company, GFInet inc. and the stockholders listed on the signature pages thereto (collectively, the “Original Agreement”). Capitalized terms used in this Amendment and not otherwise defined in this Amendment shall have the meanings ascribed to them in the Original Agreement.

The Original Agreement, inter alia, granted to the Holders certain rights relating to the registration of Registrable Securities. Pursuant to Section 2.3 of the Original Agreement, the Company granted each of the Holders and each of the other signatories to the Original Agreement (each a “Purchaser” and collectively, the “Purchasers”) the right to require the Company to include all of such Purchaser’s Registrable Securities at any time that the Company proposes to file a Company Registration Statement or upon a Demand Registration pursuant to the terms and conditions stated therein. The Holders and the Company further agreed that the ability to participate in any such registration would be limited in accordance with the terms of the Original Agreement. In order to clarify those terms which limit such participation, the Holders and the Company are entering into this Amendment.

Pursuant to Section 3.9 of the Original Agreement, the provisions of the Original Agreement may be amended if the Company obtains the written consent of the holders of a majority of the Registrable Securities then outstanding. The Holders hold a majority of the Registrable Securities outstanding as of the date of this Amendment.

NOW, THEREFORE, in consideration of the mutual covenants and obligations contained herein, and intending to be legally bound, the parties, subject to the terms and conditions set forth herein, agree as follows:

ARTICLE 1
AMENDMENT TO ORIGINAL AGREEMENT

1.1.Amendment and Restatement of the Qualified IPO definition. The definition of “Qualified IPO” in Section 1.1 of the Original Agreement is hereby amended and restated as follows:

“ ‘Qualified IPO’ means a firm commitment underwritten initial public offering of the Corporation with a nationally recognized underwriter that is pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Class B Common Stock for the account of the Corporation (other

than pursuant to a registration on Form S-4 or Form S-8 or any similar or successor form) on either the New York Stock Exchange or the Nasdaq National Market in which (x) the public offering price per share is no less than $0. 961166 (as adjusted for stock splits, stock combinations and recapitalizations) multiplied by one and one-half (1.5) and (y) the gross cash proceeds to the Company (before underwriting discounts, commissions and fees) are at least $50 million.”

1.2.Addition to Section 2.2 of the Original Agreement. A new paragraph shall be added to Section 2.2 of the Original Agreement at the end of such section and shall read, in its entirety:

“If a Demand Registration Statement involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities requested to be included in such Demand Registration Statement exceeds the number which can be sold in such offering without adversely affecting the offering, the Company will include in such Demand Registration Statement the number of such securities which the Company is so advised can be sold in such offering without adversely affecting the offering, determined as follows:

(a)first,

(1)in the event there are no holders of the Company’s Series C Convertible Preferred Stock, $0.01 par value per share (each a “Series C Holder”) electing to participate in the Demand Registration, then for each holder initiating the Demand Registration and each holder electing to participate in such Demand Registration who was otherwise permitted to initiate (alone or together with other shareholders) such Demand Registration under this Agreement, such number of securities as is determined by multiplying (a) the securities able to be registered as determined by the managing underwriter, by (b) the fraction of (i) the aggregate number of securities of the Company that such party proposes to include in such registration divided by (ii) the total number of securities proposed to be sold in such offering by all holders initiating the Demand Registration and all holders electing to participate in such Demand Registration who were otherwise permitted to initiate (alone or together with other shareholders) such Demand Registration under this Agreement;

(2)in the event there are Series C Holders electing to participate in the Demand Registration and the holders initiating the Demand Registration initiated such registration pursuant to their only contractual demand registration right (and such shareholder was not permitted (alone or together with other shareholders) to exercise a previously exercised contractual demand registration right), then

(i)for each holder initiating the Demand Registration and each holder electing to participate in such Demand Registration who was otherwise permitted to initiate (alone or together with other shareholders) such Demand Registration under this Agreement, such number of securities as is determined by multiplying (i) seventy-five percent (75%) of the number of

2

securities able to be registered as determined by the managing underwriter, by (ii) the fraction of (A) the aggregate number of securities of the Company that such party proposes to include in such registration divided by (B) the total number of securities proposed to be sold in such offering by all holders initiating the Demand Registration and all holders electing to participate in such Demand Registration who were otherwise permitted to initiate (alone or together with other shareholders) such Demand Registration under this Agreement; and

(ii)for each Series C Holder, such number of securities as is determined by multiplying (i) twenty-five percent (25%) of the number of securities able to be registered as determined by the managing underwriter, by (ii) the fraction of (A) the aggregate number of securities of the Company that such party proposes to include in such registration divided by (B) the total number of securities proposed to be sold in such offering by all Series C Holders; provided, that in the event that the allocation of seventy-five percent (75%) of the number of securities able to be registered in subclause (a) or twenty-five percent (25%) of the number of securities able to be registered in subclause (b) exceeds the number of securities requested to be registered by the applicable parties under either such subclause, then such excess securities shall be allocated to the parties of the other subparagraph (allocated on an individual basis pursuant to the same formula described therein) until all of the shares requested to be registered by such parties are so included;

(3)in the event there are Series C Holders electing to participate in the Demand Registration and any of the holders initiating the Demand Registration has (alone or together with other shareholders) additional contractual demand registration rights (or was permitted (alone or together with other shareholders) to exercise a previously exercised contractual demand registration right), then for each holder initiating the Demand Registration, each holder electing to participate in such Demand Registration who was otherwise permitted to initiate (alone or together with other shareholders) such Demand Registration under this Agreement and each of the Series C Holders, such number of securities as is determined by multiplying (a) the securities able to be registered as determined by the managing underwriter, by (b) the fraction of (i) the aggregate number of securities of the Company that such party proposes to include in such registration divided by (ii) the total number of securities proposed to be sold in such offering by all holders initiating the Demand Registration, all holders electing to participate in such Demand Registration who were otherwise permitted to initiate (alone or together with other shareholders) such Demand Registration under this Agreement and each of the Series C Holders;

3

(b)second, for each holder of the Company’s securities who holds contractual piggyback registration rights, other than the holders described above in clause (a), if any, the fraction of such holder’s securities proposed to be registered which is obtained by dividing (i) the remaining number of the securities of the Company that such holder proposes to include in such registration by (ii) the total remaining number of securities proposed to be sold in such offering by such holders; and

(c)third, for the Company and each remaining holder of the Company’s securities, other than the holders described above in clauses (a) and (b), if any, who are permitted by the Company to so participate, such number of securities as is determined by multiplying (a) the remaining securities able to be registered as determined by the managing underwriter, by (b) the fraction of (i) the number of the securities of the Company that such holder proposes to include in such registration divided by (ii) the total remaining number of securities proposed to be sold in such offering by all such remaining holders.”

1.3.Amendment to the first sentence of Section 2.3(a) of the Original Agreement. The first sentence of Section 2.3(a) of the Original Agreement shall be amended and restated as follows:

“At any time that the Company proposes to file a Company Registration Statement, either for its own account or for the account of a stockholder or stockholders, covering the disposition of securities having an aggregate disposition price of at least $1.0 million, the Company shall give the Holders written notice of its intention to do so and of the intended method of sale (the “Registration Notice”) within a reasonable time prior to the anticipated filing date of the Company Registration Statement effecting such Company Registration.”

1.4.Amendment to Section 2.3(b) of the Original Agreement. Section 2.3(b) of the Original Agreement shall be amended and restated as follows:

“(b)The Company’s obligation to include Registrable Securities in a Company Registration Statement shall be subject to the following limitations:

(i)the Company shall not be required to include any Registrable Securities in the Registration Statement filed to register its Qualified IPO;

(ii)The Company shall not be obligated to include any Registrable Securities in a registration statement filed on Form S-4, Form S-8 or such other similar successor forms then in effect under the Securities Act; and

(iii)If a Company Registration Statement involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities requested to be included in such Company Registration Statement exceeds the number which can be sold in such offering without adversely affecting the offering, the Company will include in such Company Registration Statement the number of such securities which the

4

Company is so advised can be sold in such offering without adversely affecting the offering, determined as follows:

(A)In the event the Company initiated such registration:

(I)first, the securities proposed by the Company to be sold for it own account,

(II)second, for each Series C Holder, if any, such number of securities as is determined by multiplying (a) the remaining securities able to be registered as determined by the managing underwriter, by (b) the fraction of (i) the number of the securities of the Company that such Series C Holder proposes to include in such registration divided by (ii) the total number of securities proposed to be sold in such offering by all Series C Holders;

(III)third, for each remaining holder of the Company’s securities who holds contractual piggyback registration rights, other than the holders described above in clauses (I) and (II) (including the Holders of Registrable Securities hereunder), if any, the fraction of such holder’s securities proposed to be registered which is obtained by dividing (i) the number of the securities of the Company that such holder proposes to include in such registration by (ii) the total number of securities proposed to be sold in such offering by such holders; and

(IV)fourth, for each remaining holder of the Company’s securities, other than the holders described above in clauses (I), (II) and (III), if any, who are permitted by the Company to so participate, such number of securities as is determined by multiplying (a) the remaining securities able to be registered as determined by the managing underwriter, by (b) the fraction of (i) the number of the securities of the Company that such holder proposes to include in such registration divided by (ii) the total number of securities proposed to be sold in such offering by all such remaining holders.

(B)In the event a Series C Holder initiated such registration:

(I)first, for each Series C Holder, such number of securities as is determined by multiplying (a) the securities able to be registered as determined by the managing underwriter, by (b) the fraction of (i) the number of the securities of the Company that such Series C Holder proposes to include in such registration divided by (ii) the total number of securities proposed to be sold in such offering by all Series C Holders;

5

(II)second, for each remaining holder of the Company’s securities who holds contractual piggyback registration rights, other than the holders described above in clause (I) (including the Holders of Registrable Securities hereunder), if any, the fraction of such holder’s securities proposed to be registered which is obtained by dividing (i) the number of the securities of the Company that such holder proposes to include in such registration by (ii) the total number of securities proposed to be sold in such offering by such holders; and

(III)third, for the Company and each remaining holder of the Company’s securities, other than the holders described above in clauses (I) and (II), if any, who are permitted by the Company to so participate, such number of securities as is determined by multiplying (a) the remaining securities able to be registered as determined by the managing underwriter, by (b) the fraction of (i) the number of the securities of the Company that such holder proposes to include in such registration divided by (ii) the total number of securities proposed to be sold in such offering by all such remaining holders.

(C)In the event that a shareholder other than a Series C Holder initiated such registration pursuant to demand registration rights granted under another agreement;

(I)first,

(i)in the event there are no holders of the Company’s Series C Convertible Preferred Stock, $0,01 par value per share (each a “Series C Holder”) electing to participate in the demand registration, then for each holder initiating the demand registration and each holder electing to participate in such demand registration who was otherwise permitted to initiate (alone or together with other shareholders) such demand registration, such number of securities as is determined by multiplying (a) the securities able to be registered as determined by the managing underwriter, by (b) the fraction of (i) the aggregate number of securities of the Company that such party proposes to include in such registration divided by (ii) the total number of securities proposed to be sold in such offering by all holders initiating the demand registration and all holders electing to participate in such demand registration who were otherwise permitted to initiate (alone or together with other shareholders) such demand registration;

(ii)in the event there are Series C Holders electing to participate in the demand registration and any of the holders initiating the demand registration initiated such registration pursuant to their only contractual demand registration right (and such shareholder was not permitted (alone or together with other

6

shareholders) to exercise a previously exercised contractual demand registration right), then

(1)for each holder initiating the demand registration and each holder permitted to participate in such demand registration who was otherwise permitted to initiate (alone or together with other shareholders) such demand registration, such number of securities as is determined by multiplying (i) seventy-five percent (75%) of the number of securities able to be registered as determined by the managing underwriter, by (ii) the fraction of (A) the aggregate number of securities of the Company that such party proposes to include in such registration divided by (B) the total number of securities proposed to be sold in such offering by all holders initiating the demand registration and all holders electing to participate in such demand registration who were otherwise permitted to initiate (alone or together with other shareholders) such demand registration; and

(2)for each Series C Holder, such number of securities as is determined by multiplying (i) twenty-five percent (25%) of the number of securities able to be registered as determined by the managing underwriter, by (ii) the fraction of (A) the aggregate number of securities of the Company that such party proposes to include in such registration divided by (B) the total number of securities proposed to be sold in such offering by all Series C Holders; provided, that in the event that the allocation of seventy-five percent (75%) of the number of securities able to be registered in subclause (a) or twenty-five percent (25%) of the number of securities able to be registered in subclause (b) exceeds the number of securities requested to be registered by the applicable parties under either such subclause, then such excess securities shall be allocated to the parties of the other subparagraph (allocated on an individual basis pursuant to the same formula described therein) until all of the shares requested to be registered by such parties are so included;

(iii)in the event there are Series C Holders electing to participate in the demand registration and any of the holders initiating the demand registration has (alone or together with other shareholders)

7

additional contractual demand registration rights (or was permitted (alone or together with other shareholders) to exercise a contractual demand registration right), then for each holder initiating the demand registration, each holder electing to participate in such demand registration who was otherwise permitted to initiate (alone or together with other shareholders) such demand registration and each of the Series C Holders, such number of securities as is determined by multiplying (a) the securities able to be registered as determined by the managing underwriter, by (b) the fraction of (i) the aggregate number of securities of the Company that such party proposes to include in such registration divided by (ii) the total number of securities proposed to be sold in such offering by all holders initiating the demand registration, all holders electing to participate in such demand registration who were otherwise permitted to initiate (alone or together with other shareholders) such demand registration under this Agreement and each of the Series C Holders;

(II)second, for each remaining holder of the Company’s securities who holds contractual piggyback registration rights, other than the holders described above in clause (I), if any, the fraction of such holder’s securities proposed to be registered which is obtained by dividing (i) the number of the securities of the Company that such holder proposes to include in such registration by (ii) the total number of securities proposed to be sold in such offering by such holders; and

(III)third, for the Company and each remaining holder of the Company’s securities, other than the holders described above in clause (I) and (II), if any, who are permitted by the Company to so participate, such number of securities as is determined by multiplying (a) the remaining securities able to be registered as determined by the managing underwriter, by (b) the fraction of (i) the number of the securities of the Company that such holder proposes to include in such registration divided by (ii) the total number of securities proposed to be sold in such offering by all such remaining holders.”

ARTICLE 2
General Provisions

2.1.Confirmation of Original Agreement.  Except as expressly amended and modified by this Amendment, the Original Agreement is hereby ratified and confirmed and shall continue in full force and effect in accordance with its terms.

2.2.Interpretation.   The headings contained in this Amendment are for reference purposes only and shall not affect in any way the meaning or interpretation of this Amendment.

2.3.Counterparts.   This Amendment may be executed by facsimile and in one or more counterparts, each of which shall be an original, but all of which together shall constitute but one and the same instrument.

8

2.4.Entire Agreement; No Third-Party Beneficiaries.   This Amendment and the Agreement, collectively constitute the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Amendment and are not intended to confer upon any person, other than the Purchasers and the parties hereto, any rights or remedies hereunder.

2.5.Governing Law.   This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

[The rest of this page left intentionally blank. Signature pages follow.]

9

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

COMPANY:
GFI GROUP INC
By:	/s/ S. McMillan
	Name:	S. McMILLAN
	Title:	C.O.O.

HOLDERS:
Access Technology Partners, LP
By:	/s/ Thomas Szymoniak
	Name:	Thomas Szymoniak
	Title:	Attorney-in-Fact

Access Technology Partners Brokers Fund LP
By:	/s/ Thomas Szymoniak
	Name:	Thomas Szymoniak
	Title:	Attorney-in-Fact

AHP Holdings LP
By:	/s/ Alec Petro
	Name:	Alec Petro
	Title:	Managing Director

Brown Brothers Harriman & Co.
By:	/s/ W. Carter Sullivan III
	Name:	W. Carter Sullivan III
	Title:	Partner

J.P. Morgan Securities Inc.
By:	/s/ [ILLEGIBLE]

10

	Name:
	Title:
CMS Co-Investment Sub Partnership
By:	/s/ Thomas F. D. Fridio
	Name:	Thomas F. D. Fridio
	Title:	Authorized Signatory
Gamma GFI LP
By:	/s/ Alec Petro
	Name:	Alec Petro
	Title:	Managing Director
Gamma Fund I LLP
By:	/s/ Alec Petro
	Name:	Alec Petro
	Title:	Managing Director
Hambrecht & Quist California
By:	/s/ Thomas Szymoniak
	Name:	Thomas Szymoniak
	Title:	Attorney-in-Fact
H&Q Employee Venture Fund 2000
By:	/s/ Thomas Szymoniak
	Name:	Thomas Szymoniak
	Title:	Attorney-in-Fact
Londonderry Management Corp.
By:	/s/ Kevin J. McGrath
	Name:	Kevin J. McGrath
	Title:	President

11

Magnetic Holdings International LLC (DE)
By:	/s/ Robert Crossan
	Name:	Robert Crossan
	Title:	CFO, Magnetic Management LLC

Magnetic Holdings International LLC (DNE)
By:	/s/ Robert Crossan
	Name:	Robert Crossan
	Title:	CFO, Magnetic Management LLC

Magnetic Holdings International LLC (FE)
By:	/s/ Robert Crossan
	Name:	Robert Crossan
	Title:	CFO, Magnetic Management LLC

Magnetic Holdings International LLC (FNE)
By:	/s/ Robert Crossan
	Name:	Robert Crossan
	Title:	CFO, Magnetic Management LLC
	/s/ NJ Brown
	Nick Brown

Venturion Capital
By:	/s/ Geoffery Kalish
	Name:
	Title:

 12

EX-4.5

Exhibit 4.5

REGISTRATION RIGHTS AGREEMENT

dated as of

June 1, 2000

among

GFInet inc.

and

THE HOLDERS LISTED ON SCHEDULE A TO THIS AGREEMENT

TABLE OF CONTENTS

ARTICLE I	DEFINITIONS
	1.1	Definitions
ARTICLE II	REGISTRATION RIGHTS
	2.1	Securities Subject to this Agreement
	2.2	Piggyback Registration
	2.3	Registration Procedures
	2.4	Holders Cooperation
	2.5	Certain Rights of Holders
	2.6	Registration Expenses
	2.7	Indemnification; Contribution
	2.8	Participation in Underwritten Registrations
	2.9	Selection of Underwriters
	2.10	Market Stand-Off
	2.11	Rule 144
ARTICLE III	MISCELLANEOUS
	3.1	Termination
	3.2	Entire Agreement
	3.3	Successors and Assigns
	3.4	Notices
	3.5	Headings
	3.6	Counterparts
	3.7	Choice of Law; Jurisdiction; Venue
	3.8	Specific Enforcement
	3.9	Additional Holders
	3.10	Amendment and Waivers

i

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of June 1, 2000 between GFlnet inc., a Delaware corporation (the “Company”), and each of the holders of shares of the Company’s Series B Convertible Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock”), whose names are set forth on Schedule A hereto.

The parties hereto agree as follows:

ARTICLE I

DEFINITIONS

1.1Definitions. The following terms, as used herein, have the following meanings.

“Agreement” shall have the meaning set forth in the Preamble hereto.

“Board” means the Board of Directors of the Company.

“Business Day” means any day except a Saturday, Sunday or other day on which banks in New York, New York are authorized by law to close.

“Commission” means the Securities and Exchange Commission.

“Common Stock” means the common stock of the Company, par value $0.01 per share.

“Company” shall have the meaning set forth in the Preamble hereto.

“Company Registration Statement” means a registration statement of the Company relating to the registration for sale of shares of the Company’s Common Stock contemplated by Section 2.2, including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein.

“Effective Time” means the date of effectiveness of any Company Registration Statement.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Holder” has the meaning given to it Section 2.1(b) hereof.

“IPO” means the commencement of a firm commitment underwritten initial public offering pursuant to an effective registration statement under the Securities Act covering the offer and sale of Common Stock for the account of the Company.

“NASD” means the National Association of Securities Dealers, Inc.

“Person” means any individual, estate, legal representative, trust, partnership, limited liability company, association, organization, firm, company or corporation, joint venture, any other business entity unincorporated or incorporated, any nation or any state or territory thereof or any public officer, agency, board or instrumentality thereof.

“Prospectus” means the prospectus included in any Company Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus.

“Registrable Securities” means any Securities until the earlier of the date on which (i) a registration statement covering such Securities has been declared effective by the Commission and such Securities have been disposed of pursuant to such effective registration statement, (ii) such Securities are sold under circumstances in which all the applicable conditions of Rule 144 (or any similar provisions then in force) under the Securities Act are met, or such Securities may be sold pursuant to Rule 144(k) (or any similar provision then in force) under the Securities Act, and are freely tradable after such sale by the transferee, (iii) the Company has delivered a new certificate or other evidence of ownership for such Securities not bearing a legend restricting further transfer and such Securities may be resold without registration under the Securities Act, or (iv) such Securities shall have ceased to be outstanding.

“Securities” means the Subject Shares (as defined below).

“Securities Act” means the Securities Act of 1933, as amended.

“Series B Preferred Stock” shall have the meaning given to it in the Preamble hereof.

“Subject Shares” mean the Common Stock issued or issuable upon conversion of the Series B Preferred Stock.

As used in this Agreement, words in the singular include the plural, and in the plural include the singular.

ARTICLE II

REGISTRATION RIGHTS

2.1Securities Subject to this Agreement.

(a)The Securities entitled to the benefits of this Agreement are the Registrable Securities to be issued pursuant to the conversion of the Series B Preferred Stock, but only for so long as they remain Registrable Securities.

(b)A Person is deemed to be a holder of such Registrable Securities (each, a “Holder”) whenever such Person is the registered holder of such Registrable Securities on the Company’s books and records.

2

2.2Piggyback Registration.

(a)At any time that the Company proposes to file a Company Registration Statement, either for its own account or for the account of a stockholder or stockholders, covering the disposition of securities having an aggregate disposition price of at least $1.0 million, the Company shall give the Holders written notice of its intention to do so and of the intended method of sale (the “Registration Notice”) within a reasonable time prior to the anticipated filing date of the Company Registration Statement effecting such Company Registration. Each Holder may request inclusion of all of such Holder’s Registrable Securities in such Company Registration by delivering to the Company, within ten (10) Business Days after receipt of the Registration Notice, a written notice (the “Piggyback Notice”) stating the number of Registrable Securities proposed to be included and that such shares are to be included in any underwriting only on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such Company Registration Statement. The Company shall use its best efforts to cause all Registrable Securities specified in the Piggyback Notice to be included in the Company Registration Statement and any related offering, all to the extent requisite to permit the sale by the Holders of such Registrable Securities in accordance with the method of sale applicable to the other shares of Common Stock included in such Company Registration Statement; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the Company Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon:

(i)in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and

(ii)in the case of a delay in registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities.

(b)The Company’s obligation to include Registrable Securities in a Company Registration Statement pursuant to Section 2.2(a) shall be subject to the following limitations:

(i)the Company shall not be required to include any Registrable Securities in the Company Registration Statement filed in connection with its IPO.

(ii)The Company shall not be obligated to include any Registrable Securities in a registration statement filed on Form S-4, Form S-8 or such other similar successor forms then in effect under the Securities Act.

(iii)If a Company Registration Statement involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities requested to be included in such Company Registration Statement exceeds the number which can be sold in such offering without adversely

3

affecting the offering, the Company will include in such Company Registration Statement the number of such securities which the Company is so advised can be sold in such offering without adversely affecting the offering, determined as follows:

(A)first, the securities proposed by the Company to be sold for it own account, and

(B)second, any Registrable Securities requested to be included in such registration and any other securities of the Company in accordance with the priorities, if any, then existing among the holders of such securities and pro rata among the holders thereof requesting such registration on the basis of the number of shares of such securities requested to be included by such holders.

2.3           Registration Procedures.  If any registration pursuant to Section 2.2 is for an underwritten offering, the following terms shall apply to all participants in such offering: the right of any Holder to registration pursuant to Section 2.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. If the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in the registration and underwriting. The Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant to Section 2.2, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among the Holders in proportion, as nearly as practicable, to the respective amounts of securities requested by such Holders to be included in such registration. If any Holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. If, by the withdrawal of such Registrable Securities, a greater number of Registrable Securities held by other Holders may be included in such registration (up to the limit imposed by the underwriters), the Company shall offer to all Holders who have included Registrable Securities in the registration the right to include additional Registrable Securities in the same proportion used in determining the limitation as set forth above.  Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

In connection with any Company Registration Statement and any Prospectus required by any section of this Agreement to permit the sale or resale of Registrable Securities, the Company shall:

(a)use its commercially reasonable best efforts to prepare and file with the Commission such amendments and post-effective amendments to such Company Registration Statement as may be necessary to keep such Company Registration Statement effective until the earlier of such time as all of such securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such Company

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Registration Statement; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the applicable provisions of Rules 424 and 430A, as applicable, under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Company Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in such Company Registration Statement or supplement or the Prospectus;

(b)promptly (and in respect of events covered by clause (i) hereof, on the same day as the Company shall receive notice of effectiveness) advise the Holders covered by such Company Registration Statement and, if requested by such Persons, to confirm such advice in writing, (i) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and when the same has become effective, (ii) of any request by the Commission for post-effective amendments to such Company Registration Statement or post-effective amendments to such Company Registration Statement or post-effective amendments or supplements to the Prospectus or for additional information relating thereto, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of any such Company Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Registrable Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, and (iv) of the existence of any fact or the happening of any event that makes any statement of a material fact made in any such Company Registration Statement, the related Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in any such Company Registration Statement or the related Prospectus in order to make the statements therein not misleading. If at any time the Commission shall issue any stop order suspending the effectiveness of such Company Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Registrable Securities under state securities or Blue Sky laws, the Company shall use its reasonable efforts to obtain the withdrawal or lifting of such order at the earliest possible time;

(c)promptly furnish to each Holder of Registrable Securities covered by any Company Registration Statement, and each underwriter, if any, without charge, at least one conformed copy of any Company Registration Statement, as first filed with the Commission, and of each amendment thereto, including all documents incorporated by reference therein and all exhibits (including exhibits incorporated therein by reference) and such other documents as such Holder may reasonably request;

(d)deliver to each Holder covered by any Company Registration Statement, and each underwriter, if any, without charge, as many copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such person reasonably may request;

(e)enter into such customary agreements and take all such other reasonable action in connection therewith (including those reasonably requested by the selling Holders or the

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underwriter(s), if any) required in order to expedite or facilitate the disposition of such Registrable Securities pursuant to such Company Registration Statement, including, but not limited to, dispositions pursuant to an underwritten registration, and in such connection:

(i)make such representations and warranties to the selling Holders and underwriter(s), if any, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings (whether or not sales of securities pursuant to such Company Registration Statement are to be to an underwriter(s)) and confirm the same if and when requested;

(ii)obtain opinions of counsel to the Company (which counsel and opinions, in form and substance, shall be reasonably satisfactory to the selling Holders and the underwriter(s), if any, and their respective counsel) addressed to each selling Holder and underwriter, if any, covering the matters customarily covered in opinions requested in underwritten offerings (whether or not sales of securities pursuant to such Company Registration Statement are to be made to an underwriter(s)) and dated the date of effectiveness of any Company Registration Statement (and, in the case of any underwritten sale of securities pursuant to such Company Registration Statement, each closing date of sales to the underwriter(s) pursuant thereto);

(iii)use reasonable efforts to obtain comfort letters dated the date of effectiveness of any Company Registration Statement (and, in the case of any underwritten sale of securities pursuant to such Company Registration Statement, each closing date of sales to the underwriter(s) pursuant thereto) from the independent certified public accountants of the Company addressed to each selling Holder and underwriter, if any, such letters to be in customary form and covering matters of the type customarily covered in comfort letters in connection with underwritten offerings (whether or not sales of securities pursuant to such Company Registration Statement are to be made to an underwriter(s));

(iv)provide for the indemnification provisions and procedures of Section 2.7 hereof with respect to selling Holders and the underwriter(s), if any, and;

(v)deliver such documents and certificates as may be reasonably requested by the selling Holders or the underwriter(s), if any, and which are customarily delivered in underwritten offerings (whether of not sales of securities pursuant to such Company Registration Statement are to be made to an underwriter(s), with such documents and certificates to be dated the date of effectiveness of any Company Registration Statement.

The actions required by clauses (i) through (v) above shall be done at each closing under such underwriting or similar agreement, as and to the extent required thereunder, and if at any time the representations and warranties of the Company contemplated in clause (i) above cease to be true and correct, the Company shall so advise the underwriter(s), if any, and each selling Holder promptly, and, if requested by such Person, shall confirm such advice in writing;

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(f)prior to any public offering of Registrable Securities, cooperate with the selling Holders, the underwriter(s), if any, and their respective counsel in connection with the registration and qualification of the Registrable Securities under the securities or Blue Sky laws of such U.S. jurisdictions as the selling Holders or underwriter(s), if any, may reasonably request in writing by the time any Company Registration Statement is declared effective by the Commission, and do any and all other acts or filings necessary or advisable to enable disposition in such U.S. jurisdictions of the Registrable Securities covered by any Company Registration Statement and to file such consents to service of process or other documents as may be necessary in order to effect such registration or qualification; provided, however, that the Company shall not be required to register or qualify as a foreign corporation in any jurisdiction where it is not then so qualified or as a dealer in securities in any jurisdiction where it would not otherwise be required to register or qualify but for this Section 2.3, or to take any action that would subject it to the service of process in suits or to taxation, in any jurisdiction where it is not then so subject;

(g)in connection with any sale of Registrable Securities that will result in such securities no longer being Registrable Securities, cooperate with the selling Holders and the underwriter(s), if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends; and enable such Registrable Securities to be in such denominations and registered in such names as the Holders or the underwriter(s), if any, may request at least two (2) Business Days prior to any sale of Registrable Securities made by such underwriters;

(h)use its reasonable efforts to cause the disposition of the Registrable Securities covered by any Company Registration Statement to be registered with or approved by such other U.S. governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter(s), if any, to consummate the disposition of such Registrable Securities;

(i)if any fact or event contemplated by Section 2.3(b) shall exist or have occurred, use reasonable efforts to prepare a supplement or post-effective amendment to any Company Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Registrable Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statement therein not misleading;

(j)cooperate and assist in the performance of any due diligence investigation by any underwriter (including any “qualified independent underwriter”) that is required to be retained in accordance with the rules and regulations of the NASD, and use its reasonable efforts to cause any Company Registration Statement to become effective and approved by such U.S. governmental agencies or authorities as may be necessary to enable the Holders selling Registrable Securities to consummate the disposition of such Registrable Securities;

(k)otherwise use its reasonable efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its security holders with regard to such Company Registration Statement, as soon as practicable, a consolidated earnings statement meeting the requirements of Rule 158 (which need not be audited) for the twelve-

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month period (i) commencing at the end of any fiscal quarter in which Registrable Securities are sold to the underwriter in a firm or best efforts underwritten offering or (ii) if not sold to an underwriter in such an offering, beginning with the first month of the Company’s first fiscal quarter commencing after the effective date of any Company Registration Statement;

(l)provide a CUSIP number for all Registrable Securities, to the extent required, not later than the effective date of any Company Registration Statement; and

(m)use its best efforts to list, not later than the effective date of such Company Registration Statement, all Registrable Securities covered by such Company Registration Statement on the Nasdaq National Market or any other trading market on which any Common Stock of the Company are then admitted for trading.

2.4Holder’s Cooperation

(a)Holders of Registrable Securities desiring to sell in any Company Registration Statement will furnish to the Company such information as the Company may reasonably require from such Holder in connection with the Company Registration Statement (and the prospectus included therein). No Holder may participate in any offering unless such Holder (i) agrees to sell his Registrable Securities to be sold on the basis provided in any agreement governing the offering and (ii) completes and executes all questionnaires, indemnities, and other documents required in connection with the offering. No Holder of Registrable Securities may include any of its Registrable Securities in any Company Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within five (5) Business Days after receipt of a written request therefor, such information specified in Item 507 of Regulation S-K under the Securities Act or such other information as the Company may reasonably request for use in connection with such Company Registration Statement or Prospectus or preliminary Prospectus included therein and in any application to the NASD. Each Holder as to which such Company Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make all information previously furnished to the Company by such Holder not materially misleading.

(b)Failure of a Holder to furnish the information and agreements described in this Agreement shall not affect the obligations of the Company under this Agreement to remaining Holders who do furnish such information and agreements unless, in the reasonable opinion of counsel to the Company, such failure impairs or may impair the viability of the offering or the legality of the registration or the underlying offering.

(c)The Holders holding shares included in the registration will not (until further notice by the Company) effect sales thereof (or deliver a prospectus to any purchaser) after receipt of telegraphic or written notice from the Company to suspend sales to permit the Company to correct or update a registration statement or prospectus. At the end of the period during which the Company is obligated to keep the registration statement current and effective as described in Section 2.2, the Holders holding Registrable Securities included in the registration shall discontinue sales of shares pursuant to such registration statement upon receipt of notice from the Company of its intention to remove from registration the Registrable Securities covered

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by such registration statement that remain unsold, and such Holders shall notify the Company of the number of such shares registered that remain unsold immediately upon receipt of such notice from the Company.

In connection with any offering, each Holder who intends to sell Registrable Securities in any Company Registration Statement, will not use any offering document, offering circular or other offering materials with respect to the offer or sale of Registrable Securities, other than the prospectuses provided by the Company and any documents incorporated by reference therein.

2.5Certain Rights of Holders. The Company will not file any registration statement under the Securities Act which refers to any Holder of Registrable Securities by name or otherwise without the prior approval of such Holder, which consent shall not be unreasonably withheld or delayed.

2.6Registration Expenses.

(a)Subject to the provisions of Section 2.6(b) below, all expenses incident to the Company’s performance of or compliance with this Agreement with regard to filing the Company Registration Statement pursuant to Section 2.2 will be borne by the Company, regardless of whether a Company Registration Statement becomes effective, including without limitation: (i) all registration and filing fees and expenses (including filings made with the NASD and reasonable counsel fees in connection therewith); (ii) all reasonable fees and expenses of compliance with federal securities and state Blue Sky or securities laws (including all reasonable fees and expenses of one counsel to the underwriter(s) in any underwriting) in connection with compliance with state Blue Sky or securities laws for up to ten (10) states; (iii) all expenses of printing, messenger and delivery services and telephone calls; (iv) all fees and disbursements of counsel for the Company; and (v) all fees and disbursements of independent certified public accountants of the Company (including the expenses of any special audit and comfort letters required by or incident to such performance).

(b)Notwithstanding the foregoing, the Company will not be responsible for (i) any underwriting discounts, commissions or fees attributable to the sale of Registrable Securities, (ii) any legal fees or disbursements (other than any such fees or disbursements relating to Blue Sky compliance or otherwise as set forth under Section 2.6(a)) incurred by any Holder, or incurred by any underwriter(s) in any underwritten offering if the underwriter(s) participates in such underwritten offering at the request of the Holders of Registrable Securities, or (iii) any transfer taxes that may be imposed in connection with a sale or transfer of Registrable Securities.

(c)The Company shall, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Company.

2.7Indemnification; Contribution.

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(a)The Company agrees to indemnify and hold harmless (i) each Holder covered by any Company Registration Statement, (ii) each other Person who participates as an underwriter in the offering or sale of such securities, (iii) each person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) any such Holder or underwriter (any of the persons referred to in this clause (iii) being hereinafter referred to as a “controlling person”) and (iv) the respective officers, directors, partners, employees, representatives and agents of any such Holder or underwriter or any controlling person (any person referred to in clause (i), (ii), (iii) or (iv) may hereinafter be referred to as an “indemnified Person”), to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, judgments or expenses, joint or several (or actions or proceedings, whether commenced or threatened, in respect thereof) (collectively, “Claims”), to which such indemnified Person may become subject under either Section 15 of the Securities Act or Section 20 of the Exchange Act or otherwise, insofar as such Claims arise out of or are based upon, or are caused by any untrue statement or alleged untrue statement of a material fact contained in any Company Registration Statement or Prospectus (or any amendment or supplement thereto), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or a violation by the Company of the Securities Act or any state securities law, or any rule or regulation promulgated under the Securities Act or any state securities law, or any other law applicable to the Company relating to any such registration or qualification, except insofar as such losses, claims, damages, liabilities, judgments or expenses of any such indemnified Person; (x) are caused by any such untrue statement or omission or alleged untrue statement or omission that is based upon information relating to such indemnified Person furnished in writing to the Company by or on behalf of any of such indemnified Person expressly for use therein; (y) with respect to the preliminary Prospectus, result from the fact that such Holder sold Securities to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus, as amended or supplemented, if the Company shall have previously furnished copies thereof to such Holder in accordance with this Agreement and said Prospectus, as amended or supplemented, would have corrected such untrue statement or omission; or (z) as a result of the use by an indemnified Person of any Prospectus when, upon receipt of a notice from the Company of the existence of any fact of the kind described in Section 2.3(b)(iv), the indemnified Person or the related Holder was not permitted to do so. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified Person and shall survive the transfer of such securities by such Holder.

In case any action shall be brought or asserted against any of the indemnified Persons with respect to which indemnity may be sought against the Company, such indemnified Person shall promptly notify the Company and the Company shall assume the defense thereof with counsel reasonably satisfactory to the indemnified Persons, it being understood and agreed that the Company’s regular outside counsel is acceptable for such purpose. Such indemnified Person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the indemnified Person unless (i) the employment of such counsel shall have been specifically authorized in writing by the Company, (ii) the Company shall have failed to assume the defense and employ counsel or (iii) the named parties to any such action (including any implied parties)

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include both the indemnified Person and the Company and the indemnified Person shall have been advised in writing by its counsel that there may be one or more legal defenses available to it which are materially different from or additional to those available to the Company, it being understood, however, that the Company shall not, in connection with such action or similar or related actions or proceedings arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all the indemnified Persons, which firm shall be (x) designated by such indemnified Persons and (y) reasonably satisfactory to the Company.  The Company shall not be liable for any settlement of any such action or proceeding effected without the Company’s prior written consent, which consent shall not be withheld unreasonably, and the Company agrees to indemnify and hold harmless any indemnified Person from and against any loss, claim, damage, liability, judgment or expense by reason of any settlement of any action effected with the written consent of the Company. The Company shall not, without the prior written consent of each indemnified Person, which shall not be unreasonably withheld, settle or compromise or consent to the entry of judgment on or otherwise seek to terminate any pending or threatened action, claim, litigation or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not any indemnified Person is a party thereto), unless such settlement, compromise, consent or termination includes an unconditional release of each indemnified Person from all liability arising out of such action, claim litigation or proceeding.

(b)Each Holder of Registrable Securities covered by any Company Registration Statement agrees, severally and not jointly, to indemnify and hold harmless the Company and its directors, officers and any person controlling (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, and the respective officers, directors, partners, employees, representatives and agents of each person, to the same extent as the foregoing indemnity from the Company to each of the indemnified Persons, but only (i) (x) with respect to actions based on information relating to such Holder furnished in writing by or on behalf of such Holder expressly for use in any Company Registration Statement or Prospectus, (y) with respect to the preliminary Prospectus, any matters which result from the fact that such Holder sold Securities to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus, as amended or supplemented, if the Company shall have previously furnished copies thereof to such Holder in accordance with this Agreement and said Prospectus, as amended or supplemented, would have corrected such untrue statement or omission; or (z) such matters which result from the use by an indemnified Person of any Prospectus when, upon receipt of a notice from the Company of the existence of any fact of the kind described in Section 2.3(b)(iv), the indemnified Person or the related Holder was not permitted to do so, and (ii) to the extent of the gross proceeds, if any, received by such Purchaser from the sale or other disposition of his or its Registrable Securities covered by such Company Registration Statement.  In case any action or proceeding shall be brought against the Company or its directors or officers or any such controlling person in respect of which indemnity may be sought against a Holder of Registrable Securities covered by any Company Registration Statement, such Holder shall have the rights and duties given the Company in Section 2.7 (except that the Holder may but shall not be required to assume the defense thereof), and the Company or its directors or officers or such controlling person shall have the rights and duties given to each

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Holder by Section 2.7. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any the Company or any other indemnified Person and shall survive the transfer of securities by any applicable Holder.

(c)If the indemnification provided for in this Section 2.7 is unavailable to an indemnified party under Section 2.7(a) or (b) (other than by reason of exceptions provided in those Sections) in respect of any losses, claims, damages, liabilities, judgments or expenses referred to therein, then each applicable indemnifying party (in the case of the Holders severally and not jointly), in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims damages, liabilities, judgments or expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Holder on the other hand from sale of Registrable Securities or (ii) if such allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and such Holder in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities, judgments or expenses, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of such Holder on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by such Holder and the parties relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid to a party as a result of the losses, claims, damages, liabilities judgments and expenses referred to above shall be deemed to include, subject to the limitations set forth in the second paragraph of Section 2.7(a) and Section 2.7(b), any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim.

The Company and each Holder of Registrable Securities covered by any Company Registration Statement agree that it would not be just and equitable if contribution pursuant to this Section 2.7(c) were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 2.7(c) no Holder (and none of its related indemnified Persons) shall be required to contribute, in the aggregate, any amount in excess of the amount by which the dollar amount of proceeds received by such Holder upon the sale of the Registrable Securities exceeds the amount of any damages which such Holder has otherwise been required to pay by reason of such untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentations (within the meaning of Section 11 (f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

The indemnity, and contribution provisions contained in this Section 2.7 are in addition to any liability which the indemnifying person may otherwise have to the indemnified persons referred to above.

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2.8Participation in Underwritten Registrations. No Holder may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such underwriting arrangements.

2.9Selection of Underwriters. The Holders of Registrable Securities covered by any Company Registration Statement which is not an underwritten offering may sell such Registrable Securities in an underwritten offering if they desire to do so.  In any such offering, the investment banker or investment bankers and manager or managers that will administer the offering of the Registrable Securities will be selected by the Holders of a majority of the Registrable Securities; provided, however, that such investment bankers and managers must be reasonably satisfactory to the Company.

2.10Market Stand-Off. In consideration for the Company agreeing to its obligations under this Agreement, each Holder agrees in connection with any registration of the Company’s securities (whether or not such Holder is participating in such registration) upon the request of the Company and the underwriters managing any underwritten offering of the Company’s securities, not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of, any Registrable Securities in a market transaction (other than those included in the registration) without the prior written consent of the Company, or such underwriters, as the case may be, for such period of time (not to exceed 180 days from the effective date of such registration) as the Company and the underwriters may specify.

2.11Rule 144.Following the IPO, the Company shall:

(a)file the reports required to be filed by the Company under the Securities Act and the Exchange Act so as to enable the Holders to sell Registrable Securities pursuant to Rule 144 under the Securities Act;

(b)cooperate with any Holder in connection with any sale, transfer or other disposition by such Holder of any Registrable Securities pursuant to Rule 144 under the Securities Act;

(c)take such action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including providing any legal opinions; and

(d)upon the request of any Holder, deliver to such Holder a written certification of a duly authorized officer of the Company as to whether the Company has complied with the foregoing requirements.

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ARTICLE III

MISCELLANEOUS

3.1Termination. This agreement and the obligations of the Company hereunder shall terminate on the earliest of (i) the first date on which no Registrable Securities remain outstanding and (ii) the close of business on the third anniversary of the IPO.

3.2Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreement and understandings, both oral and written, between the parties with respect to the subject matter hereof.

3.3Successors and Assigns.   This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including without limitation and without the need for an express assignment, subsequent Holders of Registrable Securities; provided, however, that this Agreement shall not inure to the benefit of or be binding upon a successor or assign of a Holder unless and to the extent such successor or assign acquired Registrable Securities from such Holder at a time when such Holder could not transfer such Registrable Securities pursuant to any Company Registration Statement or pursuant to Rule 144 under the Securities Act as contemplated by clause (ii) of the definition of Registrable Securities.

3.4Notices. All notices and other communications given or made pursuant hereto or pursuant to any other agreement among the parties, unless otherwise specified, shall be in writing and shall be deemed to have been duly given or made if sent by telecopy (with confirmation in writing), delivered personally or by overnight courier or sent by registered or certified mail (postage prepaid, return receipt requested) to the parties at the telecopy number, if any, or address set forth below or at such other addresses as shall be furnished by the parties by like notice. Notices sent by telecopier shall be effective when receipt is acknowledged, notices delivered personally or by overnight courier shall be effective upon receipt and notices sent by registered or certified mail shall be effective three days after mailing:

if to a Holder	to such Holder at the address set forth on the records of the Company. In addition, copies of all such notices or other communications shall be concurrently delivered by the Person giving the same to each person who has been identified to the Company by such Holder as a Person who is to receive copies of such notice.
if to the Company:	GFInet inc.
	100 Wall Street
	New York, New York 10005
	Attention: Scott Pintoff, Esq.

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with copies to:	Greenberg Traurig, LLP
	Met Life Building
	200 Park Avenue
	New York, New York 10166
	Attn: Clifford E. Neimeth, Esq.
	Telephone Number: (212) 801-9200
	Fax: (212) 801-6400 and (212) 805-9383

3.5Headings. The headings contained in this Agreement are for convenience only and shall not affect the meaning or interpretation of this Agreement.

3.6Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

3.7Choice of Law; Jurisdiction; Venue. This Agreement has been negotiated and shall be consummated in the State of New York and shall be governed by and construed in accordance with the laws of the State of New York, without regard to its principles of conflicts of law. The parties hereto irrevocably consent to the jurisdiction of the courts of the State of New York located within the County of New York and of any federal court located in the Southern District of the State of New York in connection with any action or proceeding arising out of or relating to this Agreement, any document or instrument delivered pursuant to, in connection with or simultaneously with this Agreement, or a breach of this Agreement or any such document or instrument; provided, however if the federal courts have subject matter jurisdiction, any action shall be commenced and maintained there. In any such action or proceeding, each party hereto waives personal service of any summons, complaint or other process and agrees that service thereof may be made in accordance with Section 3.4. Within 30 days after such service, or such other time as may be mutually agreed upon in writing by the attorneys for the parties to such action or proceeding, the party so served shall appear or answer such summons, complaint or other process. Should the party so served fail to appear or answer within such 30-day period or such extended period, as the case may be, such party shall be deemed in default and judgment may be entered against such party for the amount as demanded in any summons, complaint or other process so served.

3.8Specific Enforcement. Each party hereto acknowledges that the remedies at law of the other parties for a breach or threatened breach of this Agreement would be inadequate, and, in recognition of this fact, any party to this Agreement, without posting any bond, and in addition to all other remedies which may be available, shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary to permanent injunction or any other equitable remedy which may then be available.

3.9Additional Holders. If additional shares of Series B Preferred Stock are issued to any person or entity, the Company may, but shall not be obligated to, permit such person or entity to become a party to this Agreement and succeed to all of the rights and obligations of a “Holder” under this Agreement by obtaining an executed counterpart signature page to this Agreement,

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and, upon such execution, such person or entity shall for all purposes be a “Holder” or “party” to this Agreement, and the name of such person or entity shall be included on Schedule A hereof.

3.10Amendment and Waivers. Other than the addition of additional Holders pursuant to Section 3.9 hereof, the provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given unless the Company has obtained the written consent of Holders of a majority of the then outstanding Registrable Securities.

[The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

GFInet inc.
By:	/s/ Scott Pintoff
	Name: Scott Pintoff
	Title: Attorney-In-Fact
	Entré Networks Inc.
	Holder
By:	/s/ Larry E. Fondrew
	Name: Larry E. Fondrew
	Title: President
	Schell Investments, LLC
	Holder
By:	/s/ Cynthia K. Mahoney
	Name: Cynthia K. Mahoney
	Title: Manager
	Veritas Venturer, LLC
	Holder
By:	/s/ John Culbertson
	Name: John Culbertson
	Title: Managing Director
	AHP Holdings, LP
	Holder
By:	/s/ Alec Petro
	Name: Alec Petro
	Title: Managing Director
	N-Two LLC
	Holder
By:	/s/ Douglas A. Yorke, Jr.
	Name: Douglas A. Yorke, Jr.
	Title: President
	Olympia Valley Ltd
	Holder
By:	/s/ Thomas C. Piersanti
	Name: Thomas C. Piersanti
	Title: Partner-President

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SCHEDULE A

Name and Address of Holder	No. of Subject Shares
Entré Networks, Inc.	380,000
A.H.P. Holdings, LP	189,560
N-Two LLC	189,560
Olympia Valley LLP	65,660
Schell Investments, LLC	65,660
Veritas Ventures, LLC	189,560

AMENDMENT AGREEMENT

This Amendment Agreement (the “Amendment”), dated as of November 30, 2001, is made by and among GFI Group Inc. (“Group”), GFInet inc. (“Net”), the stockholders of Net listed on the signature pages hereto (the “Stockholders”).

WHEREAS, Net and the Stockholders are party to a Registration Rights Agreement, dated as of June 1, 2000 (the “Registration Agreement”); and

WHEREAS, Group and Net are party to a Merger Agreement dated as of August 8, 2001, as amended (the “Merger Agreement”) pursuant to which Net will merge with and into a wholly-owned subsidiary of Group (the “Merger”) with Net continuing as the surviving corporation; and in the Merger each share of Net common stock will be converted into a share of Class B common stock, par value $.01 per share, of Group (“Group Class B Common Stock”) and each share of Series B preferred stock of Net will be converted into a share of Series B Preferred Stock, par value $.01 per share, of Group (“Group Series B Preferred Stock”); and

WHEREAS, the parties hereto desire to effect certain amendments to the Registration Agreement to reflect the Merger and the conversion of Net capital stock into shares of Group capital stock pursuant to the Merger.

NOW, THEREFORE, in consideration of the mutual premises and covenants and agreements set forth herein, the parties hereto hereby agree as follows:

1.The Registration Agreement is hereby amended, effective as of the effective time of the Merger, to substitute Group for Net as the “Company” party to the Registration Agreement and to acknowledge that the Group Class B Common Stock issuable upon conversion of the Group Series B Preferred Stock received in the Merger by the Stockholders will be the “Subject Shares” subject to the Registration Agreement.

2.Except as expressly amended and modified by this Amendment, the Registration Agreement is hereby ratified and confirmed and shall continue in full force and effect in accordance with its terms.

3.This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

4.This Amendment may be executed in any number of counterparts, each of which shall constitute an integral part of one and the same original agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement to be duly executed as of the date first written above.

GFI GROUP INC.
By:	/s/ Michael Gooch
	Name:	Michael Gooch
	Title:	President
GFInet inc.
By:	/s/ Steve Ellis
	Name:	Steve Ellis
	Title:	Chief Financial Officer

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STOCKHOLDERS:
AHP Holdings LP
By:	/s/ Alec Petro
	Name:	Alec Petro
	Title:	G.P. AHP Holdings LP
Entre Networks, Inc.
By:	/s/ Larry E. Fondren
	Name:	Larry E. Fondren
	Title:	President
N-Two LLC
By:	/s/ Robert Crossan
	Name:
	Title:
Olympia Valley LLP
By:	/s/ Thomas C. Piersanti, Jr.
	Name:	Thomas C. Piersanti, Jr.
	Title:	President
		Olympia Valley LLP

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Schell Investment, LLC
By:	/s/ C.R. Mahoney
	Name:	C.R. Mahoney
	Title:	Manager
Veritas Ventures LLC
By:	/s/ John N. Culbertson
	Name:	John N. Culbertson
	Title:	Managing Member
By:	Sean P. Duffy
	Name:	Sean P. Duffy
	Title:
By:	Fiona M. Duffy
	Name:	Fiona M. Duffy

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AMENDMENT NO. 2 TO THE REGISTRATION RIGHTS AGREEMENT

This AMENDMENT NO. 2 TO THE REGISTRATION RIGHTS AGREEMENT (this “Amendment”), is made and entered into this 3rd day of June, 2002, by and among GF1 Group Inc., a Delaware corporation (the “Company”), and the parties listed on the signature pages hereto (collectively, the “Holders”).

BACKGROUND:

The Company and each of the Holders are parties to a Registration Rights Agreement, dated as of June 1, 2000, as amended by the Amendment Agreement dated as of November 30, 2001, by and among the Company, GFInet inc. and the stockholders listed on the signature pages thereto (collectively, the “Original Agreement”). Capitalized terms used in this Amendment and not otherwise defined in this Amendment shall have the meanings ascribed to them in the Original Agreement.

The Original Agreement, inter alia, granted to the Holders certain rights relating to the registration of Registrable Securities. Pursuant to Section 2.2 of the Original Agreement, the Company granted each of the Holders and each of the other signatories to the Original Agreement (each a “Purchaser” and collectively, the “Purchasers”) the right to require the Company to include all of such Purchaser’s Registrable Securities any time such Purchaser receives a Registration Notice from the Company. The Holders and the Company further agreed that the ability to participate in any such registration would be limited in accordance with the terms of the Original Agreement. In order to clarify those terms which limit such participation, the Holders and the Company are entering into this Amendment.

Pursuant to Section 3.10 of the Original Agreement, the provisions of the Original Agreement may be amended if the Company obtains the written consent of the holders of a majority of the Registrable Securities then outstanding. The Holders hold a majority of the Registrable Securities outstanding as of the date of this Amendment.

NOW, THEREFORE, in consideration of the mutual covenants and obligations contained herein, and intending to be legally bound, the parties, subject to the terms and conditions set forth herein, agree as follows:

ARTICLE 1

AMENDMENT TO ORIGINAL AGREEMENT

1.1.Amendment to Section 2.2(b) of the Original Agreement.  Section 2.2(b) of the Original Agreement shall be amended and restated as follows:

“(b)         The Company’s obligation to include Registrable Securities in a Company Registration Statement pursuant to Section 2.2(a) shall be subject to the following limitations:

(i)The Company shall not be required to include any Registrable Securities in the Company Registration Statement filed in connection with its IPO.

(ii)The Company shall not be obligated to include any Registrable Securities in a registration statement filed on Form S-4, Form S-8 or such other similar successor forms then in effect under the Securities Act.

(iii)If a Company Registration Statement involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities requested to be included in such Company Registration Statement exceeds the number which can be sold in such offering without adversely affecting the offering, the Company will include in such Company Registration Statement the number of such securities which the Company is so advised can be sold in such offering without adversely affecting the offering, determined as follows:

(A)In the event the Company initiated such registration:

(I)first, the securities proposed by the Company to be sold for it own account,

(II)second, for each holder of securities issued or issuable upon conversion of the Company’s Series C Preferred Stock, $0.01 par value per share (each a “Series C Holder”), if any, such number of securities as is determined by multiplying (a) the remaining securities able to be registered as determined by the managing underwriter, by (b) the fraction of (i) the number of the securities of the Company that such Series C Holder proposes to include in such registration divided by (ii) the total number of securities proposed to be sold in such offering by all Series C Holders; and

(III)third, for each remaining holder of the Company’s securities who holds contractual piggyback registration rights other than the holders described above in clauses (I) and (II) (including the Holders of Registrable Securities hereunder), if any, the fraction of such holder’s securities proposed to be registered which is obtained by dividing (i) the number of the securities of the Company that such holder proposes to include in such registration by (ii) the total number of securities proposed to be sold in such offering by such holders; and

(IV)fourth, for each remaining holder of the Company’s securities other than the holders described above in clauses (I), (II) and (III), if any, who are permitted by the Company to so participate, such number of securities as is determined by multiplying (a) the remaining securities able to be registered as determined by the managing underwriter, by (b) the fraction of (i) the number of the securities of the Company that such holder proposes to include in such registration divided by (ii) the total number of securities proposed to be sold in such offering by all such remaining holders.

(B)In the event a Series C Holder initiated such registration:

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(I) first, the securities proposed by the initiating Series C Holders;

(II)  second, for each remaining Series C Holder, if any, such number of securities as is determined by multiplying (a) the remaining securities able to be registered as determined by the managing underwriter, by (b) the fraction of (i) the number of the securities of the Company that such Series C Holder proposes to include in such registration divided by (ii) the total number of securities proposed to be sold in such offering by all remaining Series C Holders; and

(III) third, for the Company and each remaining holder of the Company’s securities, other than the holders described above in clauses (I) and (II), if any, who are permitted by the Company to so participate, the fraction of such holder’s securities proposed to be registered which is obtained by dividing (i) the number of the securities of the Company that such holder proposes to include in such registration by (ii) the total number of securities proposed to be sold in such offering by such holders.

(C)In the event that a shareholder other than a Series C Holder initiated such registration pursuant to demand registration rights granted under another agreement:

(I) first,

(l)in the event there are no Series C Holders electing to participate in the demand registration, then for each holder initiating the demand registration and each other holder electing to participate in such demand registration who was otherwise permitted to initiate (alone or together with other shareholders) such demand registration, such number of securities as is determined by multiplying (a) the securities able to be registered as determined by the managing underwriter, by (b) the fraction of (i) the aggregate number of securities of the Company that such party proposes to include in such registration divided by (ii) the total number of securities proposed to be sold in such offering by all holders initiating the demand registration and all holders electing to participate in such demand registration who were otherwise permitted to initiate (alone or together with other shareholders) such demand registration;

(2)in the event there are Series C Holders electing to participate in the demand registration and the holders initiating the demand registration initiated such registration pursuant to their only contractual demand registration right (and such shareholder was not permitted (alone or together with other shareholders) to exercise a previously exercised contractual demand registration right), then

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(i)for each holder initiating the demand registration and each other holder electing to participate in such demand registration who was otherwise permitted to initiate (alone or together with other shareholders) such demand registration, such number of securities as is determined by multiplying (i) seventy-five percent (75%) of the number of securities able to be registered as determined by the managing underwriter, by (ii) the fraction of (A) the aggregate number of securities of the Company that such party proposes to include in such registration divided by (B) the total number of securities proposed to be sold in such offering by all holders initiating the demand registration and each other holder electing to participate in such demand registration who was otherwise permitted to initiate (alone or together with other shareholders) such demand registration; and

(ii)for each Series C Holder, such number of securities as is determined by multiplying (i) twenty-five percent (25%) of the number of securities able to be registered as determined by the managing underwriter, by (ii) the fraction of (A) the aggregate number of securities of the Company that such party proposes to include in such registration divided by (B) the total number of securities proposed to be sold in such offering by all Series C Holders; provided, that in the event that the allocation of seventy-five percent (75%) of the number of securities able to be registered in subclause (a) or twenty-five percent (25%) of the number of securities able to be registered in subclause (b) exceeds the number of securities requested to be registered by the applicable parties under either such subclause, then such excess securities shall be allocated to the parties of the other subparagraph (allocated on an individual basis pursuant to the same formula described therein) until all of the shares requested to be registered by such parties are so included;

(3)in the event there are Series C Holders electing to participate in the demand registration and any of the holders initiating the demand registration has (alone or together with other shareholders) additional contractual demand registration rights (or was permitted (alone or together with other shareholders) to exercise a previously

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exercised contractual demand registration right), then for each holder initiating the demand registration, each holder electing to participate in such demand registration who was otherwise permitted to initiate (alone or together with other shareholders) such demand registration and each of the Series C Holders, such number of securities as is determined by multiplying (a) the securities able to be registered as determined by the managing underwriter, by (b) the fraction of (i) the aggregate number of securities of the Company that such party proposes to include in such registration divided by (ii) the total number of securities proposed to be sold in such offering by all holders initiating the demand registration, all holders electing to participate in such demand registration who were otherwise permitted to initiate (alone or together with other shareholders) such demand registration and each of the Series C Holders;

(II)second, for each holder of the Company’s securities who holds contractual piggyback registration rights, other than the holders described above in clause (I), if any, the fraction of such holder’s securities proposed to be registered which is obtained by dividing (i) the remaining number of the securities of the Company that such holder proposes to include in such registration by (ii) the total remaining number of securities proposed to be sold in such offering by such holders; and

(III)third, for the Company and each remaining holder of the Company’s securities, other than the holders described above in clauses (I) and (II), if any, who are permitted by the Company to so participate, such number of securities as is determined by multiplying (a) the remaining securities able to be registered as determined by the managing underwriter, by (b) the fraction of (i) the number of the securities of the Company that such holder proposes to include in such registration divided by (ii) the total remaining number of securities proposed to be sold in such offering by all such remaining holders.”

ARTICLE 2

General Provisions

2.1.Confirmation of Original Agreement.  Except as expressly amended and modified by this Amendment, the Original Agreement is hereby ratified and confirmed and shall continue in full force and effect in accordance with its terms.

2.2.Interpretation.  The headings contained in this Amendment are for reference purposes only and shall not affect in any way the meaning or interpretation of this Amendment.

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2.3.Counterparts.   This Amendment may be executed by facsimile and in one or more counterparts, each of which shall be an original, but all of which together shall constitute but one and the same instrument.

2.4.Entire Agreement; No Third-Party Beneficiaries.   This Amendment and the Agreement, collectively constitute the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Amendment and are not intended to confer upon any person, other than the Purchasers and the parties hereto, any rights or remedies hereunder.

2.5.Governing Law.  This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

[The rest of this page intentionally blank.  Signature pages follow.]

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

COMPANY:
GFI GROUP INC.
By:	/s/ S. McMillan
	Name:	S. McMillan
	Title:	C.O.O.
HOLDERS:
AHP Holdings LP
By:	/s/ Alec Petro
	Name:	Alec Petro
	Title:	Managing Partner
Entre Networks, Inc.
By:	/s/ Larry E. Fondren  4/8/02
	Name:	Larry E. Fondren
	Title:	President
N-Two LLC
By:	/s/ Robert Crossan
	Name:	Robert Crossan
	Title:	CFO
Olympia Valley LLP
By:	/s/ Thomas C. Piersanti, Jr.
	Name:	Thomas C. Piersanti, Jr.
	Title:	President

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Schell Investment, LLC
By:	/s/ Cynthia R. Mahoney
	Name:		Cynthia R. Mahoney
	Title:		Managing Member
Veritas Ventures LLC
By:	/s/ John N. Culbertson
	Name:		John N. Culbertson
	Title:		Managing Member
By:	/s/ Sean P. Duffy
		Sean P. Duffy

8

EX-4.6

Exhibit 4.6

REGISTRATION RIGHTS AGREEMENT

dated as of

JUNE 3, 2002

between

GFI GROUP INC.

and

THE PURCHASERS OF SERIES C REDEEMABLE CONVERTIBLE
PREFERRED STOCK LISTED ON THE SIGNATURE PAGES HERETO

TABLE OF CONTENTS

Title:

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of June 3, 2002 between GFI Group Inc., a Delaware corporation (the “Company”), and the stockholders of the Company listed on the signature pages hereto (each a “Purchaser”, and collectively, the “Purchasers”) owning the Company’s Series C Convertible Preferred Stock, $0.01 par value per share (the “Preferred Stock”).

The parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1. Definitions. The following terms, as used herein, have the following meanings.

“Agreement” shall have the meaning set forth in the Preamble hereto.

“Advent” means Advent International Corporation, a Delaware corporation.

“Advent Stockholder” means any stockholder of the Company that is an investment fund that is directly or indirectly controlling, controlled by or under common control with Advent or for which Advent is the investment advisor (with full authority to bind). For the purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such fund, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Board” means the Board of Directors of the Company.

“Business Day” means any day except a Saturday, Sunday or other day on which banks in New York, New York are authorized by law to close.

“Closing Date” shall mean the Closing Date of the Purchase Agreement.

“Commission” means the Securities and Exchange Commission.

“Common Stock” means the Class B common stock of the Company, par value $0.01 per share.

“Company” shall have the meaning set forth in the Preamble hereto.

“Company Registration Statement” means the registration statements of the Company relating to the registration for sale of shares of the Company’s Common Stock, including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein.

“Demand Registration Statement” means the Registration Statement of the Company relating to the registration for sale of shares of the Company’s Common Stock contemplated by Section 2.2, including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein.

“Effective Time” means the date of effectiveness of any Registration Statement.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder or in connection therewith.

“Holders” has the meaning given to it in Section 2.1(b) hereof.

“NASD” means the National Association of Securities Dealers, Inc.

“Person” means any individual, estate, legal representative, trust, partnership, limited liability company, association, organization, firm, company or corporation, joint venture, any other business entity unincorporated or incorporated, any nation or any state or territory thereof or any public officer, agency, board or instrumentality thereof.

“Preferred Stock” shall have the meaning set forth in the Preamble hereto.

“Prospectus” means the prospectus included in any Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus.

“Purchase Agreement” means that certain Stock Purchase Agreement dated as of April 2, 2002, as amended, modified or supplemented from time to time.

“Purchaser” shall have the meaning set forth in the Preamble hereto.

“Qualified IPO” means a firm commitment underwritten initial public offering of the Corporation with a nationally recognized underwriter that is pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock for the account of the Corporation (other than pursuant to a registration on Form S-4 or Form S-8 or any similar or successor form) on either the New York Stock Exchange or the Nasdaq National Market in which (x) the public offering price per share is no less than $0.961166 (as adjusted for stock splits, stock combinations and recapitalizations) multiplied by one and one-half (1.5) and (y) the gross cash proceeds to the Company (before underwriting discounts, commissions and fees) are at least $50 million.

“Registrable Securities” means any Securities until the earlier of the date on which (i) a registration statement covering such Securities has been declared effective by the Commission and such Securities have been disposed of pursuant to such effective registration statement, (ii) such Securities are sold under circumstances in which all the applicable conditions of Rule 144 (or any similar provisions then in force) under the Securities Act are met, or such Securities may be sold in a single transaction under Rule 144(k) (or any similar provision then in

2

force) under the Securities Act, and are freely tradable after such sale by the transferee, and the Company has delivered a new certificate or other evidence of ownership for such Securities not bearing a legend restricting further transfer and such Securities may be resold without registration under the Securities Act, or (iii) such Securities shall have ceased to be outstanding.

“Registration Statements” means any Company Registration Statement, any S-3 Registration Statement and the Demand Registration Statement.

“S-3 Registration Statement” means the Registration Statements of the Company relating to the registration for sale of shares of the Company’s Common Stock contemplated by Section 2.4, including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein.

“Securities” means the Subject Shares (as defined below).

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder or in connection therewith.

“Subject Shares” mean (i) shares of Common Stock issued or issuable upon conversion of the Preferred Stock, (ii) shares of Common Stock issued or issuable pursuant to Section 2.03 of the Purchase Agreement and (iii) any equity securities issued as a distribution with respect to or in exchange for or in replacement for any of the shares referred to in clause (i) or (ii).

As used in this Agreement, words in the singular include the plural, and in the plural include the singular.

ARTICLE II

REGISTRATION RIGHTS

Section 2.1. Securities Subject to this Agreement. The Subject Shares are entitled to the benefits of this Agreement for so long as they remain Registrable Securities.

(b)           A Person is deemed to be a holder of such Registrable Securities (each, a “Holder”) whenever such Person is the registered holder of such Registrable Securities on the Company’s books and records.

Section 2.2. Demand Registration. At any time after the 180th day following the effective date of a registration statement for a Qualified IPO, the Holders of at least a majority of the then outstanding Registrable Securities that have an aggregate market price of at least $5 million at the time of the request may make a written request to the Company to register their Registrable Securities (each of such Holders making such request being referred to hereinafter as the “Initiating Holder”), under the Securities Act and under the securities or “blue sky” laws of any jurisdiction reasonably designated by such Initiating Holder (“Demand Registration”), which may include all or any portion of the Registrable Securities held by any Initiating Holder unless such underwriters advise that those additional shares should be excluded (in which case such

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Registrable Securities shall be excluded in accordance with the provisions contained herein). Within ten (10) Business Days after receipt by the Company of such a written registration request, the Company shall promptly give written notice to all other Holders of the proposed demand registration, and such other Holders shall have the right to join in the proposed registration and sale, upon written request to the Company within ten (10) Business Days after receipt of such notice from the Company (such participating Holders to also be “Initiating Holders”). At the request of the Holders requesting registration, the Company shall cause each offering pursuant to this Section to be managed, on a firm commitment basis, by a recognized regional or national underwriter selected by the such Holders and approved by the Company, such approval not to be unreasonably withheld. The Company shall use its reasonable efforts to cause such Demand Registration to become effective not later than three (3) months after it receives an initial request for a Demand Registration and to remain continuously effective for a period of at least three (3) months from the effective date of such Demand Registration Statement or such shorter period which will terminate when all of the Registrable Securities covered by the Demand Registration Statement have been sold pursuant thereto. The Company shall not be required to effect more than one Demand Registration at the request of the Purchasers; provided, however, that any such request shall be deemed satisfied only when a registration statement covering not less than sixty-six percent (66%) of the Registrable Securities specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the Holders, has become effective. If at the time of any request to register Registrable Securities pursuant to this Section 2.2, the Company is engaged in, or has fixed plans to engage in (demonstrated by previously adopted resolutions of the Board to such effect), within three (3) months of the time of such request, a registered public offering or is engaged in any other significant financing, acquisition, joint venture or other transaction which, in the good faith determination of the Board, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a reasonable period not in excess of (i) one hundred eighty (180) days from the effective date of such offering or (ii) the date of completion or termination of such other material activity, as the case may be, such right to delay a request under this Section 2.2 or under Section 2.4(c) to be exercised by the Company not more than once in any twelve-month or 365-day period. The Company shall promptly notify in writing the Holders requesting registration of any decision not to effect any such request for registration pursuant to this Section which notice shall set forth in reasonable detail the reason for such decision and shall include an undertaking by the Company promptly to notify such Holders as soon as a demand registration may be effected. Notwithstanding the above, the Company shall not be required to effect any Demand Registration within three (3) months after the effective date of any other Registration Statement of the Company. If a Demand Registration Statement involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities requested to be included in such Demand Registration Statement exceeds the number which can be sold in such offering without adversely affecting the offering, the Company will include in such Demand Registration Statement the number of such securities which the Company is so advised can be sold in such offering without adversely affecting the offering, determined as follows:

(a)           first, for each holder initiating the Demand Registration, each holder electing to participate in such Demand Registration who was otherwise permitted to initiate (alone or together with other shareholders) such Demand Registration under this

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Agreement and each of the holders of securities issued or issuable upon conversion of the Preferred Stock (each, a “Series C Holder”), if any, such number of securities as is determined by multiplying (i) the securities able to be registered as determined by the managing underwriter, by (ii) the fraction of (A) the aggregate number of securities of the Company that such party proposes to include in such registration divided by (B) the total number of securities proposed to be sold in such offering by all holders initiating the Demand Registration, all holders electing to participate in such Demand Registration who were otherwise permitted to initiate (alone or together with other shareholders) such Demand Registration under this Agreement and each of the Series C Holders;

(b)           second, for each remaining holder of the Company’s securities who holds contractual piggyback registration rights, other than the holders described above in clause (a), if any, the fraction of such holder’s securities proposed to be registered which is obtained by dividing (i) the remaining number of the securities of the Company that such holder proposes to include in such registration by (ii) the total remaining number of securities proposed to be sold in such offering by such holders; and

(c)           third, for the Company and each remaining holder of the Company’s securities other than the holders described above in clauses (a) and (b), if any, who are permitted by the Company to so participate, such number of securities as is determined by multiplying (i) the remaining securities able to be registered as determined by the managing underwriter, by (ii) the fraction of (A) the remaining number of the securities of the Company that the Company and such holder proposes to include in such registration divided by (B) the total remaining number of securities proposed to be sold in such offering by the Company and all such remaining holders.

Section 2.3.            Piggyback Registration.

(a)           At any time that the Company proposes to file a Company Registration Statement, either for its own account or for the account of a stockholder or stockholders, covering the disposition of securities having an aggregate disposition price of at least $1.0 million, the Company shall give the Holders written notice of its intention to do so and of the intended method of sale (the “Registration Notice”) within a reasonable time prior to the anticipated filing date of the Company Registration Statement effecting such Company Registration. Each Holder may request inclusion of all of such Holder’s Registrable Securities in such Company Registration by delivering to the Company, within ten (10) Business Days after receipt of the Registration Notice, a written notice (the “Piggyback Notice”) stating the number of Registrable Securities proposed to be included and that such shares are to be included in any underwriting only on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such Registration Statement. The Company shall use its reasonable efforts to cause all Registrable Securities specified in the Piggyback Notice to be included in the Registration Statement and any related offering, all to the extent requisite to permit the sale by the Holders of such Registrable Securities in accordance with the method of sale applicable to the other shares of Common Stock included in such Registration Statement; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of a Company Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay

5

registration of such securities, the Company may, at its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon:

(i)            in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and

(ii)           in the case of a delay in registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities.

(b)           The Company’s obligation to include Registrable Securities in a Company Registration Statement pursuant to Section 2.3(a) shall be subject to the following limitations:

(i)            the Company shall not be required to include any Registrable Securities in the Registration Statement filed to register its Qualified IPO;

(ii)           The Company shall not be obligated to include any Registrable Securities in a registration statement filed on Form S-4, Form S-8 or such other similar successor forms then in effect under the Securities Act; and

(iii)          If a Company Registration Statement involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities requested to be included in such Company Registration Statement exceeds the number which can be sold in such offering without adversely affecting the offering, the Company will include in such Company Registration Statement the number of such securities which the Company is so advised can be sold in such offering without adversely affecting the offering, determined as follows:

(I)            In the event the Company initiated such registration:

(1)           first, the securities proposed by the Company to be sold for it own account;

(2)           second, for each Series C Holder, if any, such number of securities as is determined by multiplying (a) the remaining securities able to be registered as determined by the managing underwriter, by (b) the fraction of (i) the remaining number of the securities of the Company that such Series C Holder proposes to include in such registration divided by (ii) the total remaining number of securities proposed to be sold in such offering by all Series C Holders;

(3)           third, for each remaining holder of the Company’s securities who holds contractual piggyback registration rights, other than the holders described above in clauses (1) and (2) (including the Holders of Registrable Securities hereunder), if any, the fraction of such holder’s securities proposed to be registered which is

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obtained by dividing (i) the remaining number of the securities of the Company that such holder proposes to include in such registration by (ii) the total remaining number of securities proposed to be sold in such offering by such holders; and

(4)           fourth, for each remaining holder of the Company’s securities, other than the holders described above in clauses (1), (2) and (3), if any, who are permitted by the Company to so participate, such number of securities as is determined by multiplying (a) the remaining securities able to be registered as determined by the managing underwriter, by (b) the fraction of (i) the number of the securities of the Company that such holder proposes to include in such registration divided by (ii) the total number of securities proposed to be sold in such offering by all such remaining holders.

(II)           In the event that a shareholder other than a Series C Holder initiated such registration pursuant to its only contractual demand registration right (and such shareholder was not permitted (alone or together with other shareholders) to exercise a previously exercised contractual demand registration right);

(1)           first, in the event there are Series C Holders electing to participate in the demand registration, then

a.             for each holder initiating the demand registration and each holder electing to participate in such demand registration who was otherwise permitted to initiate (alone or together with other shareholders) such demand registration, such number of securities as is determined by multiplying (i) seventy-five percent (75%) of the number of securities able to be registered as determined by the managing underwriter, by (ii) the fraction of (A) the aggregate number of securities of the Company that such party proposes to include in such registration divided by (B) the total number of securities proposed to be sold in such offering by all holders initiating the demand registration and all holders electing to participate in such demand registration who were otherwise permitted to initiate (alone or together with other shareholders) such demand registration; and

b.             for each Series C Holder, such number of securities as is determined by multiplying (i) twenty-five percent (25%) of the number of securities able to be registered as determined by the managing underwriter, by (ii) the fraction of (A) the aggregate number of securities of the Company that such party proposes to include in such registration divided by (B) the total number of securities proposed to be sold in such offering by all Series C Holders; provided, that in the event that the allocation of seventy-five percent (75%) of the number of securities able to be registered in subclause (a) or twenty-five percent (25%) of the number of securities able to be registered in subclause (b) exceeds the number of securities requested to be registered by the applicable parties under either such subclause, then such excess securities shall be allocated to the parties of the other subparagraph (allocated on an individual basis pursuant to the same formula described therein) until all of the shares requested to be registered by such parties are so included;

(2)           second, for each holder of the Company’s securities who holds contractual piggyback registration rights, other than the holders described above in clause (1), if any, the fraction of such holder’s securities proposed to be

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registered which is obtained by dividing (i) the remaining number of the securities of the Company that such holder proposes to include in such registration by (ii) the total remaining number of securities proposed to be sold in such offering by such holders; and

(3)           third, for the Company and each remaining holder of the Company’s securities, other than the holders described above in clauses (1) and (2), if any, who are permitted by the Company to so participate, such number of securities as is determined by multiplying (a) the remaining securities able to be registered as determined by the managing underwriter, by (b) the fraction of (i) the number of the securities of the Company that such holder proposes to include in such registration divided by (ii) the total remaining number of securities proposed to be sold in such offering by all such remaining holders.

(III)         In the event that a shareholder other than a Series C Holder initiated such registration pursuant to a contractual demand registration right and such shareholder, either alone or together with other shareholders, has at least one (1) additional contractual demand registration right or was permitted (alone or together with other shareholders) to exercise a previously exercised contractual demand registration right:

(1)           first, for each holder initiating the demand registration, each holder electing to participate in such demand registration who was otherwise permitted to initiate (alone or together with other shareholders) such demand registration and each of the Series C Holders, if any, such number of securities as is determined by multiplying (i) the securities able to be registered as determined by the managing underwriter, by (ii) the fraction of (A) the aggregate number of securities of the Company that such party proposes to include in such registration divided by (B) the total number of securities proposed to be sold in such offering by all holders initiating the demand registration, each holder electing to participate in such demand registration who was otherwise permitted to initiate (alone or together with other shareholders) such demand registration and each of the Series C Holders, if any;

(2)           second, for each remaining holder of the Company’s securities who holds contractual piggyback registration rights, other than the holders described above in clause (1), if any, the fraction of such holder’s securities proposed to be registered which is obtained by dividing (i) the remaining number of the securities of the Company that such holder proposes to include in such registration by (ii) the total remaining number of securities proposed to be sold in such offering by such holders; and

(3)           third, for the Company and each remaining holder of the Company’s securities other than the holders described above in clauses (1) and (2), if any, who are permitted by the Company to so participate, such number of securities as is determined by multiplying (i) the remaining securities able to be registered as determined by the managing underwriter, by (ii) the fraction of (A) the remaining number of the securities of the Company that the Company and such holder proposes to include in such registration divided by (B) the total remaining number of securities proposed to be sold in such offering by the Company and all such remaining holders.

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Section 2.4. Form S-3. The Company shall use its reasonable efforts to qualify, and to thereafter remain qualified, for registration on Form S-3 or its successor form. After the Company has qualified for the use of Form S-3, Holders of twenty percent (20%) of the then outstanding Registrable Securities shall have the right at any time to request registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such Holders), subject only to the following:

(a)           The Company shall not be required to file an S-3 Registration Statement pursuant to this Section 2.4 within ninety (90) days after the effective date of any registration referred to in Sections 2.2or 2.3 above.

(b)           The Company shall not be required to file a registration statement pursuant to this Section 2.4 unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate disposition price (before deduction of underwriting discounts and expenses of sale) of at least $3,000,000.

(c)           If at the time of any request to register Registrable Securities pursuant to this Section 2.4, the Company is engaged in, or has fixed plans to engage in (demonstrated by previously adopted resolutions of the Board to such effect) within three months of the time of such request, a registered public offering or is engaged in any other significant action which, in the good faith determination of the Board, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a reasonable period not in excess of one hundred eighty (180) days from the effective date of such offering or the date of completion of such other material activity, as the case may be, such right to delay a request under this Section to be exercised by the Company not more than once in any one-year period.

(d)           Only two registrations may be required under this Section 2.4 and only one registration may be required during any twelve-month period provided that each Holder participated or was notified in writing of its opportunity to participate.

The Company shall give written notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 2.4 and shall provide a reasonable opportunity for other Holders to participate in the registration. At the written request of the Holders requesting such registration, such registration shall be for a delayed or continuous offering under Rule 415 under the Securities Act. Subject to the provisions of Section 2.5, the Company will use its reasonable efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested pursuant to this Section 2.4 by the Holder or Holders of such Registrable Securities for purposes of disposition.

Section 2.5. Registration Procedures. If any registration pursuant to Sections 2.3 or 2.4 is for an underwritten offering, the following terms shall apply to all participants in such offering; the right of any Holder to registration pursuant to Section 2.3 or 2.4 shall be

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conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other Holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. If any Holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. If, by the withdrawal of such Registrable Securities, a greater number of Registrable Securities held by other Holders may be included in such registration (up to the limit imposed by the underwriters), the Company shall offer to all Holders who have included Registrable Securities in the registration the right to include additional Registrable Securities in the same proportion and with the same priorities used in determining the limitation as set forth above. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

In connection with any Registration Statement and any Prospectus required by any section of this Agreement to permit the sale or resale of Registrable Securities, the Company shall:

(a)           prepare and file with the Commission a registration statement with respect to such shares and use its commercially reasonable efforts to cause such registration statement to become effective as soon as reasonably practicable thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish counsel for such Holder with copies of all such documents proposed to be filed);

(b)           use its commercially reasonable efforts to prepare and file with the Commission such amendments and post-effective amendments to such Registration Statement as may be necessary to keep such Registration Statement effective until the earlier of such time as all of such securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such Registration Statement or if such Registration Statement is a Demand Registration Statement, for the applicable period set forth in Section 2.2 herein; provided, such period shall be extended, if necessary, to keep the registration statement effective for a period of time equal to the period the Holder refrains from selling any securities included in the registration at the request of the underwriter or at the request of the Company pursuant to the terms hereof;

(c)           cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the applicable provisions of Rules 424 and 430A, as applicable, under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in such Registration Statement or supplement or the Prospectus;

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(d)           promptly (and in respect of events covered by clause (i) hereof, on the same day as the Company shall receive notice of effectiveness) advise the Holders covered by such Registration Statement and, if requested by such Persons, to confirm such advice in writing, (i) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and when the same has become effective, (ii) of any request by the Commission for post-effective amendments to such Registration Statement or post-effective amendments to such Registration Statement or post-effective amendments or supplements to the Prospectus or for additional information relating thereto, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of any such Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Registrable Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, and (iv) of the existence of any fact or the happening of any event that makes any statement of a material fact made in any such Registration Statement, the related Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in any such Registration Statement or the related Prospectus in order to make the statements therein not misleading. If at any time the Commission shall issue any stop order suspending the effectiveness of such Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Registrable Securities under state securities or Blue Sky laws, the Company shall use its reasonable efforts to obtain the withdrawal or lifting of such order at the earliest possible time;

(e)           promptly furnish to such Holder covered by any Registration Statement, and each underwriter, if any, without charge, such number of copies of such Registration Statement, each amendment and supplement thereto, the Prospectus included in such registration statement (including each preliminary prospectus), and such other documents as such Holder may reasonably request;

(f)            enter into such customary agreements and take all such other reasonable action in connection therewith (including those reasonably requested by the selling Holders or the underwriter(s), if any) required in order to expedite or facilitate the disposition of such Registrable Securities pursuant to such Registration Statement, including, but not limited to, dispositions pursuant to an underwritten registration, and in such connection:

(i)            make such representations and warranties to the selling Holders and underwriter(s), if any, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings (whether or not sales of securities pursuant to such Registration Statement are to be to an underwriter(s)) and confirm the same if and when requested;

(ii)           obtain opinions of counsel to the Company (which counsel and opinions, in form and substance, shall be reasonably satisfactory to the selling Holders and the underwriter(s), if any, and their respective counsel) addressed to each selling Holder and underwriter, if any, covering the matters customarily covered in opinions requested in underwritten offerings (whether or not sales of securities pursuant to such Registration Statement are to be made to an underwriter(s)) and dated the date of effectiveness of any

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Registration Statement (and, in the case of any underwritten sale of securities pursuant to such Registration Statement, each closing date of sales to the underwriter(s) pursuant thereto);

(iii)          use reasonable efforts to obtain comfort letters dated the date of effectiveness of any Registration Statement (and, in the case of any underwritten sale of securities pursuant to such Registration Statement, each closing date of sales to the underwriter(s) pursuant thereto) from the independent certified public accountants of the Company addressed to each selling Holder and underwriter, if any, such letters to be in customary form and covering matters of the type customarily covered in comfort letters in connection with underwritten offerings (whether or not sales of securities pursuant to such Registration Statement are to be made to an underwriter(s));

(iv)          provide for the indemnification provisions and procedures of Section 2.6 hereof with respect to selling Holders and the underwriters), if any, and;

(v)           deliver such documents and certificates as may be reasonably requested by the selling Holders or the underwriter(s), if any, and which are customarily delivered in underwritten offerings (whether or not sales of securities pursuant to such Registration Statement are to be made to an underwriter(s)), with such documents and certificates to be dated the date of effectiveness of any Registration Statement.

The actions required by clauses (i) through (v) above shall be done at each closing under such underwriting or similar agreement, as and to the extent required thereunder, and if at any time the representations and warranties of the Company contemplated in clause (i) above cease to be true and correct, the Company shall so advise the underwriter(s), if any, and each selling Holder promptly, and, if requested by such Person, shall confirm such advice in writing;

(g)           prior to any public offering of Registrable Securities, cooperate with the selling Holders, the underwriter(s), if any, and their respective counsel in connection with the registration and qualification of the Registrable Securities under the securities or Blue Sky laws of such U.S. jurisdictions as the selling Holders or underwriter(s), if any, may reasonably request in writing by the time any Registration Statement is declared effective by the Commission, and do any and all other acts or filings necessary or advisable to enable disposition in such U.S. jurisdictions of the Registrable Securities covered by any Registration Statement and to file such consents to service of process or other documents as may be necessary in order to effect such registration or qualification; provided, however, that the Company shall not be required to register or qualify as a foreign corporation in any jurisdiction where it is not then so qualified or as a dealer in securities in any jurisdiction where it would not otherwise be required to register or qualify but for this Section 2.4, or to take any action that would subject it to the service of process in suits or to taxation, in any jurisdiction where it is not then so subject;

(h)           in connection with any sale of Registrable Securities that will result in such securities no longer being Registrable Securities, cooperate with the selling Holders and the underwriter(s), if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends;

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and enable such Registrable Securities to be in such denominations and registered in such names as the Holders or the underwriter(s), if any, may request at least two (2) Business Days prior to any sale of Registrable Securities made by such underwriters;

(i)            use its reasonable efforts to cause the disposition of the Registrable Securities covered by any Registration Statement to be registered with or approved by such other U.S. governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter(s), if any, to consummate the disposition of such Registrable Securities;

(j)            if any fact or event contemplated by Section 2.4(b) shall exist or have occurred, use reasonable efforts to prepare a supplement or post-effective amendment to any Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Registrable Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statement therein not misleading;

(k)           cooperate and assist in the performance of any due diligence investigation by any underwriter (including any “qualified independent underwriter”) that is required to be retained in accordance with the rules and regulations of the NASD, and use its reasonable efforts to cause any Registration Statement to become effective and approved by such U.S. governmental agencies or authorities as may be necessary to enable the Holders selling Registrable Securities to consummate the disposition of such Registrable Securities;

(1)           otherwise use its reasonable efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its security holders with regard to such Registration Statement, as soon as practicable, a consolidated earnings statement meeting the requirements of Rule 158 (which need not be audited) for the twelve-month period (i) commencing at the end of any fiscal quarter in which Registrable Securities are sold to the underwriter in a firm or best efforts underwritten offering or (ii) if not sold to an underwriter in such an offering, beginning with the first month of the Company’s first fiscal quarter commencing after the effective date of any Registration Statement;

(m)          provide a CUSIP number for all Registrable Securities, to the extent required, not later than the effective date of any Registration Statement;

(n)           provide a transfer agent and registrar for all such shares not later than the effective date of such registration statement;

(o)           use its reasonable efforts to list, not later than the effective date of such Registration Statement, all Registrable Securities covered by such Registration Statement on the New York Stock Exchange, Nasdaq National Market or any other trading market on which any Common Stock of the Company is then admitted for trading, and

(p)           provide reasonably promptly to each Holder covered by any Registration Statement upon request each document filed with the Commission pursuant to the requirements of Section 13 and Section 14 of the Exchange Act.

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Section 2.6. Holder’s Cooperation

(a)           Holders of Registrable Securities desiring to sell in any Registration Statement will furnish to the Company such information as the Company may reasonably require from such Holder in connection with the Registration Statement (and the prospectus included therein). No Holder may participate in any offering unless such Holder (i) agrees to sell his Registrable Securities to be sold on the basis provided in any agreement governing the offering and (ii) completes and executes all customary questionnaires, indemnities (consistent with the indemnities set forth in Section 2.9 below), and other documents reasonably required in connection with the offering. No Holder of Registrable Securities may include any of its Registrable Securities in any Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within ten (10) Business Days after receipt of a written request therefore, such information specified in Item 507 of Regulation S-K under the Securities Act or such other information as the Company may reasonably request and as is customary for use in connection with such Registration Statement or Prospectus or preliminary Prospectus included therein and in any application to the NASD. Each Holder as to which such Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make all information previously furnished to the Company by such Holder not materially misleading.

(b)           Failure of a Holder to furnish the information and agreements described in this Agreement shall not affect the obligations of the Company under this Agreement to remaining Holders who do furnish such information and agreements unless in the reasonable opinion of counsel to the Company such failure impairs or may impair the legality of or materially impairs or may materially impair the viability of the offering or the registration or the underlying offering.

(c)           The Holders holding shares included in the registration will not effect sales thereof (or deliver a prospectus to any purchaser) after receipt of written notice from the Company to suspend sales to permit the Company to correct or update a registration statement or prospectus until the Company advises the Holder that the registration statement has been amended or that conditions no longer exist which would require such suspension, provided that the Company shall use its reasonable efforts to lift any such suspension within 30 days of its imposition. At the end of the period during which the Company is obligated to keep the registration statement current and effective as described in Section 2.2, the Holders holding Registrable Securities included in the registration shall discontinue sales of shares pursuant to such registration statement upon receipt of notice from the Company of its intention to remove from registration the Registrable Securities covered by such registration statement that remain unsold, and such Holders shall notify the Company of the number of such shares registered that remain unsold immediately upon receipt of such notice from the Company.

(d)           In connection with any offering, each Holder who intends to sell Registrable Securities in any Registration Statement, will not use any offering document, offering circular or other offering materials with respect to the offer or sale of Registrable Securities, other than the prospectuses provided by the Company and any documents incorporated by reference therein.

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Section 2.7. Certain Rights of Holders. The Company will not file any registration statement under the Securities Act which refers to any Holder of Registrable Securities by name or otherwise without the prior approval of such Holder, unless required by law, which consent shall not be unreasonably withheld or delayed.

Section 2.8. Registration Expenses.

(a)           Subject to the provisions of Section 2.8(b) below, all expenses incident to the Company’s performance of or compliance with this Agreement with regard to filing the Demand Registration Statement pursuant to Section 2.2, all piggyback registrations pursuant to Section 2.3 and one S-3 Registration Statement initiated by the Holders per twelve-month period, up to a maximum of two S-3 Registration Statements, pursuant to Section 2.4, will be borne by the Company, regardless of whether a Registration Statement becomes effective, including without limitation: (i) all registration and filing fees and expenses (including filings made with the NASD and reasonable counsel fees in connection therewith); (ii) all reasonable fees and expenses of compliance with federal securities and state Blue Sky or securities laws (including all reasonable fees and expenses of one counsel to the underwriter(s) in any underwriting) in connection with compliance with state Blue Sky or securities laws; (iii) all expenses of printing, messenger and delivery services and telephone calls; (iv) all “road show” expenses; (v) all fees and disbursements of counsel for the Company and one counsel for the Holders who shall be selected (x) by Advent if any Advent Stockholder is a Holder participating as a selling stockholder pursuant to a Registration Statement and such Advent Stockholders in the aggregate hold at least 25% of the Registrable Securities being registered under such Registration Statement or (y) if an Advent Stockholder is not participating as a selling stockholder or does not hold at least 25% of the Registrable Securities being registered pursuant to a Registration Statement, by the Holders of a majority of the shares of Registrable Securities registered pursuant to any such Registration Statement; provided, however, that the fees and disbursements to be paid with respect to counsel for the Holders shall not exceed $50,000; and (vi) all fees and disbursements of independent certified public accountants of the Company (including the expenses of any special audit and comfort letters required by or incident to such performance).

(b)           Notwithstanding the foregoing, the Company will not be responsible for (i) any underwriting discounts, commissions or fees attributable to the sale of Registrable Securities, (ii) any legal fees or disbursements (other than any such fees or disbursements relating to Blue Sky compliance or otherwise as set forth under Section 2.8(a)) incurred by any Holder, or incurred by any underwriter(s) in any underwritten offering if the underwriter(s) participates in such underwritten offering at the request of the Holders of Registrable Securities, or (iii) any transfer taxes that may be imposed in connection with a sale or transfer of Registrable Securities.

(c)           The Company shall, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Company.

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Section 2.9. Indemnification; Contribution.

(a)           The Company agrees, to the maximum extent permitted by law, to indemnify and hold harmless (i) each Holder, (ii) each other Person who participates as an underwriter in the offering or sale of such securities, (iii) each person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) any such Holder or underwriter (any of the persons referred to in this clause (iii) being hereinafter referred to as a “controlling person”) and (iv) the respective officers, directors, partners, employees, representatives and agents of any such Holder or underwriter or any controlling person (any person referred to in clause (i), (ii), (iii) or (iv) may hereinafter be referred to as an “indemnified Person”), from and against any and all losses, claims, damages, liabilities, judgments or expenses, joint or several (or actions or proceedings, whether commenced or threatened, in respect thereof), including, without limitation, interest, penalties, and attorneys’ fees and disbursements, asserted against, resulting to, imposed upon or incurred by such indemnified Person (collectively, “Claims”), to which such indemnified Person may become subject, directly or indirectly, under either Section 15 of the Securities Act or Section 20 of the Exchange Act or otherwise, insofar as such Claims arise out of or are based upon, or are caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus (or any amendment or supplement thereto), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or a violation by the Company of the Securities Act or any state securities law, or any rule or regulation promulgated under the Securities Act or any state securities law, or any other law applicable to the Company relating to any such registration or qualification, except insofar as such losses, claims, damages, liabilities, judgments or expenses of any such indemnified Person; (x) are caused by any such untrue statement or omission or alleged untrue statement or omission that is based upon information relating to such indemnified Person furnished in writing to the Company by or on behalf of any of such indemnified Person expressly for use therein; (y) with respect to the preliminary Prospectus in a non-underwritten offering, resulting from the fact that such Holder sold Securities to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus, as amended or supplemented, if the Company shall have previously furnished copies thereof to such Holder in accordance with this Agreement and said Prospectus, as amended or supplemented, would have corrected such untrue statement or omission; or (z) as a result of the use by an indemnified Person of any Prospectus when, upon receipt of a notice from the Company of the existence of any fact of the kind described in Section 2.5(d)(iv), the indemnified Person or the related Holder was not permitted to do so. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified Person and shall survive the transfer of such securities by such Holder.

In case any action shall be brought or asserted against any of the indemnified Persons with respect to which indemnity may be sought against the Company, such indemnified Person shall promptly notify the Company and the Company shall assume the defense thereof with counsel reasonably satisfactory to the indemnified Persons, it being understood and agreed that the Company’s regular outside counsel is acceptable for such purpose. Such indemnified Person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the indemnified Person unless (i) the employment of such counsel shall have been specifically

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authorized in writing by the Company, (ii) the Company shall have failed to assume the defense and employ counsel or (iii) the named parties to any such action (including any implied parties) include both the indemnified Person and the Company and the indemnified Person shall have been advised in writing by its counsel that there may be one or more legal defenses available to it which are materially different from or additional to those available to the Company, it being understood, however, that the Company shall not, in connection with such action or similar or related actions or proceedings arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all the indemnified Persons, which firm shall be (x) designated by such indemnified Persons who sold a majority of the Registrable Securities which are subject to the Registration Statement giving rise to the particular indemnity claim (provided that if Advent, any Advent Stockholder or any person affiliated with Advent is an indemnified Person, then Advent shall designate such counsel) and (y) reasonably satisfactory to the Company. The Company shall not be liable for any settlement of any such action or proceeding effected without the Company’s prior written consent, which consent shall not be withheld unreasonably, and the Company agrees to indemnify and hold harmless any indemnified Person from and against any loss, claim, damage, liability, judgment or expense by reason of any settlement of any action effected with the written consent of the Company. The Company shall not, without the prior written consent of each indemnified Person, which shall not be unreasonably withheld, settle or compromise or consent to the entry of judgment on or otherwise seek to terminate any pending or threatened action, claim, litigation or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not any indemnified Person is a party thereto), unless such settlement, compromise, consent or termination includes an unconditional release of each indemnified Person from all liability arising out of such action, claim litigation or proceeding.

(b)           Each Holder of Registrable Securities covered by any Registration Statement agrees, severally and not jointly, to indemnify and hold harmless the Company and its directors, officers and any person controlling (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, and the respective officers, directors, partners, employees, representatives and agents of each person, to the same extent as the foregoing indemnity from the Company to each of the indemnified Persons, but only (i) losses, claims, damages, liabilities, judgments or expenses (x) that are caused by any untrue statement or omission or alleged untrue statement or omission that is based upon information relating to such Holder furnished in writing by or on behalf of such Holder expressly for use in any Registration Statement or Prospectus, (y) with respect to the preliminary Prospectus in a non-underwritten offering, which result from the fact that such Holder sold Securities to a person towhom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus, as amended or supplemented, if the Company shall have previously furnished copies thereof to such Holder in accordance with this Agreement and said Prospectus, as amended or supplemented, would have corrected such untrue statement or omission; or (z) which result from the use by an indemnified Person of any Prospectus when, upon receipt of a notice from the Company of the existence of any fact of the kind described in Section 2.5(b)(iv), the indemnified Person or the related Holder was not permitted to do so, and (ii) to the extent of the net cash proceeds, if any, received by such Holder from the sale or other disposition of his or its Registrable Securities covered by such Registration Statement. In case any action or proceeding shall be brought against the Company or its directors or officers or any

17

such controlling person in respect of which indemnity may be sought against a Holder of Registrable Securities covered by any Registration Statement, such Holder shall have the rights and duties given the Company in Section 2.8(a) (except that the Holder may but shall not be required to assume the defense thereof), and the Company or its directors or officers or such controlling person shall have the rights and duties given to each Holder by Section 2.9(a). Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any the Company or any other indemnified Person and shall survive the transfer of securities by any applicable Holder.

(c)           If the indemnification provided for in this Section 2.9 is unavailable to an indemnified party under Section 2.9(a) or (b) (other than by reason of exceptions provided in those Sections) in respect of any losses, claims, damages, liabilities, judgments or expenses referred to therein, then each applicable indemnifying party (in the case of the Holders severally and not jointly), in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims damages, liabilities, judgments or expenses (i) in such proportion as is appropriate to reflect the relative fault of the Company and such Holder in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities, judgments or expenses, or (ii) if such allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative fault referred to in clause (i) above but also the relative benefits received by the Company on the one hand and the Holder on the other hand from sale of Registrable Securities as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of such Holder on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by such Holder and the parties relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid to a party as a result of the losses, claims, damages, liabilities judgments and expenses referred to above shall be deemed to include, subject to the limitations set forth in the second paragraph of Section 2.9(a) and Section 2.9(b), any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim.

The Company and each Holder of Registrable Securities covered by any Registration Statement agree that it would not be just and equitable if contribution pursuant to this Section 2.9(c) were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 2.9(c) no Holder (and none of its related indemnified Persons) shall be required to contribute, in the aggregate, any amount in excess of the amount by which the dollar amount of proceeds received by such Holder upon the sale of the Registrable Securities exceeds the amount of any damages which such Holder has otherwise been required to pay by reason of such untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentations (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

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The indemnity, and contribution provisions contained in this Section 2.9 are in addition to any liability which the indemnifying person may otherwise have to the indemnified persons referred to above.

Section 2.10. Participation in Underwritten Registrations. No Holder may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such underwriting arrangements.

Section 2.11. Selection of Underwriters. The Holders of Registrable Securities covered by any Registration Statement who desire to do so may sell such Registrable Securities in an underwritten offering. In any such underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by the Holders of a majority of the Registrable Securities included in such offering if such registration is pursuant to the Demand Registration Statement, and by the Company if such registration is pursuant to a Company Registration Statement or S-3 Registration Statement; provided, however, that in the case of a registration pursuant to a Demand Registration Statement, such investment bankers and managers must be reasonably satisfactory to the Company. Such investment bankers and managers are referred to herein as the “underwriters”.

Section 2.12. Market Stand-Off. In consideration for the Company agreeing to its obligations under this Agreement, each Holder agrees in connection with the registration of the Company’s securities (whether or not such Holder is participating in such registration) upon the request of the Company and the underwriters managing any underwritten offering of the Company’s securities, not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of, any Registrable Securities in a market transaction (other than those included in the registration) without prior written consent of the Company, or such underwriters, as the case may be, for such period of time (not to exceed 180 days from the effective date of such registration) as the Company and the underwriters may specify.

Section 2.13. Grant and Transfer of Registration Rights. Except for registration rights which have been granted by the Company as of the date hereof and registration rights granted by the Company after the date hereof which are subordinate to the rights of the Holders hereunder, the Company shall not grant any registration rights to any other person or entity without the prior written consent of a majority in interest of all Registrable Securities held by the Holders. The rights to cause the Company to register Registrable Securities of a Holder and keep information available granted to a Holder by the Company under Sections 2.2, 2.3 and 2.4, may be assigned by a Holder to (a) to any limited partner or affiliate of a Holder in connection with the transfer of at least 1,000,000 Registrable Securities, or (b) to any third party transferee acquiring at least 3,000,000 Registrable Securities issued to the Holder or the shares of Common Stock issued upon conversion of such Registrable Securities; provided: (i) the transfer of the Registrable Securities is permitted under the terms and conditions of the Stockholders’ Agreement; (ii) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with

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respect to which such registration rights are being assigned; (iii) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement; and (iv) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act.

Section 2.14. Rule 144. Following the Company’s initial public offering, the Company shall:

(a)           file the reports required to be filed by the Company under the Securities Act and the Exchange Act so as to enable the Holders to sell Registrable Securities pursuant to Rule 144 under the Securities Act;

(b)           cooperate with any Holder in connection with any sale, transfer or other disposition by such Holder of any Registrable Securities pursuant to Rule 144 under the Securities Act;

(c)           take such action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including providing any legal opinions; and

(d)           upon the request of any Holder, deliver to such Holder a written certification of a duly authorized officer of the Company as to whether the Company has complied with the foregoing requirements.

Section 2.15. Sale of Preferred Stock to Underwriter. Notwithstanding any provision of this Agreement to the contrary, in lieu of converting any shares of Preferred Stock prior to the filing of any registration statement filed pursuant to this Agreement, the holder of such shares may sell such shares of Preferred Stock to the underwriters of the offering being registered upon the undertaking of such underwriters to convert the Preferred Stock to Common Stock, each such step to be effective at the closing of the offering. The Company agrees to cause the Common Stock issuable on the conversion of the Preferred Stock to be issued within such time period as will permit the underwriters to make and complete the distribution contemplated by the underwriting.

Section 2.16. Changes in Preferred Stock or Common Stock. If, and as often as, there is any change in the Preferred Stock or Common Stock by way of a stock split, stock dividend, combination or reclassification, or through a merger, consolidation, reorganization or recapitalization, or by any other means, appropriate adjustment shall be made in the provisions hereof so that the rights and privileges granted hereby shall continue with respect to the Preferred Stock or Common Stock as so changed.

ARTICLE III

MISCELLANEOUS

Section 3.1. Termination. This agreement and the obligations of the Company hereunder shall terminate on the earliest of (i) the first date on which no Registrable Securities

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remain outstanding and (ii) the close of business on the fifth anniversary of the Company’s Qualified IPO; provided, however, the obligations in Section 2.8, 2.9, 2.12 and 2.14, and Article III shall survive any such termination; and provided, further, if a written registration request pursuant to Section 2.2 or 2.4, or a Registration Notice pursuant to Section 2.3, has been issued prior to the fifth (5^th) anniversary of the Company’s Qualified IPO, then this Agreement shall remain in full force and effect as to any such registration until such time as the Company has complied with its obligations with respect to such registration.

Section 3.2. Entire Agreement. This Agreement, together with the Purchase Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreement and understandings, both oral and written, between the parties with respect to the subject matter hereof.

Section 3.3. Successors and Assigns. This Agreement shall inure to the benefit of (subject to Section 2.13) and be binding upon the successors and assigns of each of the parties, including without limitation and without the need for an express assignment, subsequent Holders of Registrable Securities.

Section 3.4. Notices. All notices and other communications given or made pursuant hereto or pursuant to any other agreement among the parties, unless otherwise specified, shall be in writing and shall be deemed to have been duly given or made if sent by facsimile (with confirmation in writing), delivered personally or by overnight courier or sent by registered or certified mail (postage prepaid, return receipt requested) to the parties at the facsimile number, if any, or address set forth below or at such other addresses as shall be furnished by the parties by like notice. Notices sent by facsimile shall be effective when receipt is acknowledged, notices delivered personally or by overnight courier shall be effective upon receipt and notices sent by registered or certified mail shall be effective three days after mailing:

if to a Holder	at the address set forth on the records of the Company.
	In addition, copies of all such notices or other communications shall be concurrently delivered by the Person giving the same to each person who has been identified to the Company by such Holder as a Person who is to receive copies of such notice and, if such Holder is an Advent Stockholder, with a copy to:
	Pepper Hamilton LLP
	3000 Two Logan Square
	18th and Arch Streets
	Philadelphia, PA 19103
	Attn: James D. Epstein, Esq.
	Telephone Number: (215) 981-4368
	Fax: (215) 981-4750
	and if such Holder is Jersey Partners, Inc., with a copy to:

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	Greenberg Traurig LLP
	200 Park Avenue
	New York, NY 10166
	Attn: Alan Gaynor, Esq.
	Tel: (212) 801-9368
	Fax: (212) 801-6400
if to the Company:	GFI Group Inc.
	100 Wall Street
	New York, NY
	Attn: J. Christopher Giancarlo
	Tel: (212) 968-2927
	Fax: (212) 968-2386
with copies to:	Milbank, Tweed, Hadley & McCloy LLP
	1 Chase Manhattan Plaza
	New York, NY 10005-1413
	Attn: John T. O’Connor, Esq.
	Telephone Number: (212) 530-5000
	Fax: (212) 530-5219

Section 3.5. Headings. The headings contained in this Agreement are for convenience only and shall not affect the meaning or interpretation of this Agreement.

Section 3.6. Counterparts. This Agreement may be executed by facsimile and in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

Section 3.7. Choice of Law; Jurisdiction; Venue. This Agreement has been negotiated and shall be consummated in the State of New York and shall be governed by and construed in accordance with the laws of the State of New York, without regard to its principles of conflicts of law. The parties hereto irrevocably consent to the jurisdiction of the courts of the State of New York located within the County of New York and of any federal court located in the Southern District of the State of New York in connection with any action or proceeding arising out of or relating to this Agreement, any document or instrument delivered pursuant to, in connection with or simultaneously with this Agreement, or a breach of this Agreement or any such document or instrument; provided, however if the federal courts have subject matter jurisdiction, any action shall be commenced and maintained there. In any such action or proceeding, each party hereto waives personal service of any summons, complaint or other process and agrees that service thereof may be made in accordance with Section 3.4. Within 30 days after such service, or such other time as may be mutually agreed upon in writing by the attorneys for the parties to such action or proceeding, the party so served shall appear or answer such summons, complaint or other process. Should the party so served fail to appear or answer within such 30-day period or such extended period, as the case may be, such party shall be

22

deemed in default and judgment may be entered against such party for the amount asdemanded in any summons, complaint or other process so served.

Section 3.8. Specific Enforcement. Each party hereto acknowledges that the remedies at law of the other parties for a breach or threatened breach of this Agreement would be inadequate, and, in recognition of this fact, any party to this Agreement, without posting any bond, and in addition to all other remedies which may be available, shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary to permanent injunction or any other equitable remedy which may then be available.

Section 3.9. Amendment and Waivers. No delay or failure on the part of any party hereto in exercising any right, power or privilege under this Agreement or under any other instruments given in connection with or pursuant to this Agreement shall impair any such right, power or privilege or be construed as a waiver of any default or any acquiescence therein. No single or partial exercise of any such right, power or privilege shall preclude the further exercise of such right, power or privilege, or the exercise of any other right, power or privilege. No waiver shall be valid against any party hereto unless made in writing and signed by the party against whom enforcement of such waiver is sought and then only to the extent expressly specified therein. The provisions of this Agreement may not be amended, modified or supplemented unless the Company has obtained the written consent of Holders of a majority of the then outstanding Registrable Securities.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

THE COMPANY:
GFI GROUP INC.
By:	/s/ S. McMillan
	Name: S. McMillan
	Title: C.O.O.
THE PURCHASERS:
Global Private Equity IV Limited Partnership

By:	Advent International Limited Partnership, General Partner
	By:	Advent International Corporation, General Partner

	By:	/s/ Robert E. Taylor
	Name: Robert E. Taylor, Jr.
	Title: Vice President
Advent Partners (NA) GPE-IV Limited Partnership
Advent Partners GPE-IV Limited Partnership
Advent Partners Limited Partnership

By:	Advent International Corporation, General Partner
	By:	/s/ Robert E. Taylor
	Name: Robert E. Taylor, Jr.
	Title: Vice President

3i Group PLC
Authorized Signature:			/s/ Dara F. Mitchell
Printed Name:		Dara F. Mitchell
Title:	Investment Director			, 3i plc

Venturion GFI LLC
Authorized Signature:			/s/ Geoffrey Kalish
Printed Name:		Geoffrey Kalish
Title:	Managing Member

CMS Co-Investment Subpartnership
Authorized Signature:			/s/ Ingrid R. Welch
Printed Name:		Ingrid R. Welch
Title:	Authorized Signatory

Execution Page to
Registration Rights Agreement

Venturion GFI II LLC
Authorized Signature:			/s/ Geoffrey Kalish
Printed Name:		Geoffrey Kalish
Title:	Managing Member

SCHEDULE A

Name and Address of Investor		No. of Subject Shares	Purchase Price
Global Private Equity IV Limited Partnership		27,964,905	$	26,878,915.92
c/o Advent International Corporation
75 State Street
Boston, MA 02109
Attention:	Robert E. Taylor
Facsimile:	617.946.2907
Advent Partners (NA) GPE-IV Limited Partnership		16,742	$	16,091.84
c/o Advent International Corporation
75 State Street
Boston, MA 02109
Attention:	Robert E. Taylor
Facsimile:	617.946.2907
Advent Partners GPE-IV Limited Partnership		338,133	$	325,001.94
c/o Advent International Corporation
75 State Street
Boston, MA 02109
Attention:	Robert E. Taylor
Facsimile:	617.946.2907
Advent Partners Limited Partnership		332,929	$	320,000
c/o Advent International Corporation
75 State Street
Boston, MA 02109
Attention:	Robert E. Taylor
Facsimile:	617.946.2907
3i Group PLC		703,137	$	675,831.38
91 Waterloo Road
London SE1 8XP
United Kingdom
Attention:	Dara Mitchell
Facsimile:

Venturion GFI LLC		5,410,095	$	5,199,999.37
Venturion GFI II, LLC		520,202	$	500,000.48
c/o Venturion GFI LLC
275 Madison Avenue, 38th Floor
New York, NY 10016
Attention:	Geoff Kalish
Facsimile:
CMS Co-Investment Subpartnership		87,561	$	84,160.66
1926 Arch Street
Philadelphia, PA 19103-1484
Attention:	Ingrid Welch
Facsimile:

EX-4.7

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Exhibit 4.7

THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES, FILED AND MADE EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND SUCH APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

WARRANT TO PURCHASE SHARES OF
COMMON STOCK, PAR VALUE $.01 PER SHARE,
OF GFINET INC.

        This Warrant certifies that NEWNETCO LLC, a Delaware limited liability company with principal executive offices at 36 Park Drive East, Branford CT 06405 (the "Holder"), for value received, is entitled to purchase from GFINET INC., a Delaware Corporation (the "Company"), at any time and from time to time during the Exercise Period, up to 1,000,000 shares of Common Stock at an initial price per share of $1.00, as such price from time to time may be adjusted pursuant to Section 5 of this Warrant (as so adjusted, the "Share Price"), upon the terms and subject to the conditions hereinafter set forth.

1.    DEFINITIONS.

        As used in this Warrant the following terms have the respective meanings set forth below:

        "Affiliate" means, with regard to any person, any person which, directly or indirectly controls, is controlled by, or is under common control with, such person, including holders of membership interests of such person, and, with respect to any person who is an individual, the spouse, ancestors and descendants (lineal or by marriage) thereof, or any trust(s) for the exclusive benefit of one or more of such individuals, except that no Person shall be deemed to be an Affiliate of the Holder solely by virtue of the Holder's or such Person's ownership of or right to acquire (i) any capital stock of the Company, including, without limitation, Common Stock and Convertible Securities, or (ii) any options, calls, rights or warrants to purchase capital stock of the Company, including, without limitation, any options, calls, rights or warrants to purchase Common Stock or Convertible Securities. "Control" (including, with correlative meaning, the terms "controlled by" and "under the common control with"), as used with respect to any person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract or otherwise.

        "Associate" has the meaning assigned to such term in Rule 12b-2 under the Exchange Act.

        "Business Day" means any day that is not a Saturday or Sunday or a day on which banks are required or permitted to be closed in the State of New York.

        "Change of Control" will mean (i) a sale of all or substantially all of the assets of the Company, whether in a single transaction or a series of transactions; (ii) the merger or consolidation of the Company with or into any corporation or the merger of another corporation into the Company if the effect is that fifty percent (50%) or more of the total voting power entitled to vote in the election of the board of directors of the surviving or new corporation is held by a person or person other than the shareholders of the Company immediately prior to such transaction or (iii) the occurrence of any other event which results in fifty percent (50%) or more of the total voting power entitled to vote in the election of the board of directors of the Company being held by a person or persons other than the shareholders of the Company who, individually or in the aggregate, held 50% or more of such voting power immediately prior to such event.

        "Commission" means the U.S. Securities and Exchange Commission.

        "Common Stock" means the common stock, par value $0.01 per share, of the Company as constituted on the date hereof, and any capital stock into which the Common Stock thereafter may be changed.

        "Convertible Securities" means evidences of indebtedness, shares of any class or series of capital stock or other securities which are convertible into or exchangeable or exercisable (with or without the payment of additional consideration) for shares of Common Stock, either immediately or upon the occurrence of a specified date or event.

        "Engagement Agreement" means that certain agreement, dated May 17, 2000, by and between the Company and New Net Companies, Inc., a Delaware corporation.

        "Exchange Act" means the Securities Exchange Act of 1934, as amended, or any similar or successor federal statute, and the rules and regulations promulgated by the Commission thereunder, as the same shall be in effect from time to time.

        "Exercise Period" means the period during which this Warrant is exercisable, in whole or in part, pursuant to Section 2(a).

        "Expiration Date" means June 15, 2005.

        "Fair Market Value" means, when used with reference to shares of Common Stock or any other class or series of capital stock or other securities of the Company or of any other property, the fair value thereof as determined in good faith by not less than a majority of the Board (upon consultation with its professional advisors) and, if such determination cannot be made, by a nationally recognized independent investment banking or appraisal firm experienced in the valuation of such securities or property selected in good faith by the Board of Directors of the Company.

        "Holder" means the Person in whose name this Warrant is registered on the books of the Company maintained for such purpose.

        "Other Property" has the meaning ascribed to such term in Section 5(c) hereof.

        "Outstanding" means, on any date of determination and when used with reference to any class or series of capital stock of the Company, all issued and outstanding shares of such class or series of capital stock, except shares then owned or held by or for the account of the Company or any subsidiary thereof.

        "Person" means any individual, sole proprietorship, partnership, joint venture, trust, incorporated organization, association, corporation, limited liability company, institution, public benefit corporation, entity or public or governmental authority (whether federal, state, county, city, municipal or otherwise, including without limitation, any instrumentality, division, agency, body or department thereof).

        "Qualified IPO" means a firm commitment underwritten initial public offering pursuant to an effective registration statement under the Securities Act covering the offer and sale of Common Stock for the account of the Company in which (i) the per share price is at least $1.50 (as adjusted for stock splits, dividends, recapitalizations and the like), and (ii) the gross cash proceeds to the Company (before underwriting discounts, commissions and fees) are at least $15.0 million.

        "Securities Act" means the Securities Act of 1933, as amended, or any similar or successor federal statute, and the rules and regulations promulgated by the Commission thereunder, as the same shall be in effect from time to time.

        "Share Price" has the meaning ascribed to such term in the introductory paragraph hereof.

        "Transfer Notice" has the meaning ascribed to such term in Section 8(b) hereof.

        "Warrant Price" means an amount equal to the product of (i) the number of shares of Common Stock being purchased upon exercise of this Warrant pursuant to Section 3(a) multiplied by (ii) the Share Price then in effect.

        "Warrant Shares" has the meaning ascribed to such term in Section 2(a) hereof.

        This Warrant is subject to the following terms and conditions:

2.    EXERCISABILITY; TERMINATION.

(a)    Exercisability.

(i)    This Warrant is exercisable on any Business Day, for all or any part of the shares of Common Stock as shall have vested pursuant to Section 2(a)(ii) below, at the option of the Holder at any time from and after the earlier of (i) the consummation of a Qualified IPO and (ii) May 17, 2002, and prior to 5:00 P.M., Eastern Time, on the Expiration Date.

(ii)    The shares of Common Stock subject to this Warrant (the "Warrant Shares") shall vest and become exercisable (A) as to the first 1/18^th of the Warrant Shares purchasable hereunder, on July 15, 2000, provided and on condition that the Engagement Agreement has not been terminated by either party and the Holder continues to provide services to the Company under the Engagement Agreement and is not in material breach thereof from the date hereof through such vesting date, and (B) as to an additional 1/18^th of the Warrant Shares purchasable hereunder, on the 15^th day of each calendar month thereafter for the next seventeen consecutive months, provided and on condition that the Engagement Agreement has not been terminated by either party and the Holder continues to provide services to the Company under the Engagement Agreement and is not in material breach thereof from the date hereof through each such vesting date. Notwithstanding the above, all of the Warrant Shares shall vest immediately upon a Change of Control.

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(c)    Termination.    The unexercised portion of this Warrant shall terminate and cease to be exercisable at 5:00 P.M., Eastern Time, on the Expiration Date.

3.    EXERCISE OF WARRANT.

(a)    Manner of Exercise; Payment.    This Warrant may be exercised during the Exercise Period, as to the whole or any lesser number of the respective whole Warrant Shares as shall have vested pursuant to Section 2(a)(ii), by the surrender of this Warrant (with the notice of exercise at the end hereof duly executed) to the Company at its office as set forth in the form of election attached hereto, or at such other place as is designated in writing by the Company, together with a certified or bank cashier's check payable to the order of the Company in an amount equal to the Share Price multiplied by the number of respective Warrant Shares for which this Warrant is being exercised.

(b)    Delivery of Warrant Shares.    Upon any exercise of this Warrant in the manner set forth in Section 3(a) above, the Company shall, as promptly as practicable, and in any event within five Business Days thereafter, (subject, however, to the expiration or early termination, as applicable, of any relevant waiting period under the Hart- Scott-Rodino Antitrust Improvements Act of 1976, as amended), execute or cause to be executed and deliver or cause to be delivered to the Holder certificate(s) representing the aggregate number of whole shares of Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The certificate(s) so delivered shall be, to the extent possible, issued in such denomination(s) as the Holder shall request in the notice of exercise and shall be registered in the name of Holder or, subject to the restrictions set forth in Section 8, in the name of such other Person as shall be designated in the notice of exercise. This Warrant shall be deemed to have been exercised and such certificates shall be deemed to have been issued (and, therefore, the Holder or any other Person designated to be named therein shall be deemed to have become a holder of record of shares of Common Stock for all purposes), as of the date the notice of exercise, together with payment to the Company of the Warrant Price and any tax or other governmental charge required to be paid by the Holder pursuant to Section 4(a) hereof. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificates representing the Common Stock issuable upon the exercise of this Warrant, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased shares of Common Stock covered by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of Holder, appropriate notation may be made on this Warrant and the same returned to the Holder.

4.    STOCK FULLY PAID; RESERVATION AND AUTHORIZATION OF COMMON STOCK, NO IMPAIRMENT.

(a)    Stock Fully Paid and Nonassessable.    All Warrant Shares shall, upon issuance, be fully paid and nonassessable, and free from all taxes, liens, and charges with respect to the issue thereof. The Company shall pay all expenses in connection with, and all taxes and other governmental charges that may be imposed with respect to, the issue or delivery thereof, unless such tax or charge is imposed by law upon the Holder, in which case such taxes or charges shall be paid by the Holder.

(b)    Reservation and Authorization.    From and after the date of this Warrant, the Company shall at all times reserve and keep available for issue upon the exercise of this Warrant such number of its authorized but unissued shares of Common Stock as shall be sufficient to permit the exercise in full of this Warrant. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the exercise in full of this Warrant, the Company shall take all such corporate action as, upon the advice of counsel to the Company, may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose. Before taking any action which would result in an adjustment pursuant to Section 5 in the number of shares of Common Stock for which this Warrant is exercisable or in the Warrant Price, the Company shall obtain all such authorizations or exemptions thereof or consents thereto, as may be necessary from any public or governmental authorities having jurisdiction thereof. If any shares of Common Stock required to be reserved for issuance upon exercise of this Warrant require registration or qualification with any public or governmental authority or other governmental approval or filing under any federal or state law before such shares may be so issued, the Company shall in good faith and as expeditiously as possible and at its expense endeavor to cause such shares to be fully registered, qualified and approved.

(c)    No Impairment.    The Company shall not by any action, including, without limitation, amending its certificate of incorporation or its by-laws, or through any reorganization, recapitalization, reincorporation, transfer of assets, consolidation, merger, business combination, dissolution, liquidation, winding-up, issue or sale of securities or any other voluntary action or omission, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but shall at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect fully the rights and remedies of the Holder against any such impairment. Without limiting the generality of the foregoing, the Company, by way of example and without limitation, shall (a) not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Share Price in effect

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immediately prior to such increase in par value, (b) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant, and (c) use its best efforts to obtain all such authorizations, exemptions or consents from all public and governmental authorities having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this Warrant.

5.    ADJUSTMENT OF SHARE PRICE AND NUMBER OF SHARES.    The Share Price shall be adjusted from time to time as set forth in this Section 5. The Company shall give the Holder notice of any event described in this Section 5 which requires an adjustment pursuant to this Section 5 at the time of such event.

(a)    Stock Dividends, Subdivisions and Combinations.    In the event the Company shall, at any time or from time to time prior to 5:00 P.M., Eastern Time, on the Expiration Date, (i) pay a dividend or make a distribution in respect of the Common Stock in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding shares of Common Stock into a smaller number of shares, in each case whether by reclassification of shares, recapitalization of the Company (including a recapitalization effected by a merger, consolidation or business combination to which Section 4(c) hereof does not apply) or otherwise, the Share Price in effect immediately prior to such action shall be adjusted by multiplying such Share Price by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately preceding such event and the denominator of which is the number of shares of Common Stock outstanding immediately after consummation of such event. An adjustment made pursuant to this Section 5(a) shall be given effect upon payment of said dividend or distribution, as of the record date for the determination of stockholders entitled to receive such dividend or distribution (on a retroactive basis) and in the case of a subdivision or combination shall become effective immediately as of the effective date thereof.

(b)    Issuance of Additional Shares of Common Stock.    In the event the Company shall, at any time or from time to time issue sell or exchange shares of Common Stock (other than pursuant to any right, option or warrant to purchase or acquire shares of Common Stock or in connection with an acquisition, merger, business combination or other similar transaction) for a consideration having a Fair Market Value on the date of such issuance, sale or exchange less than the Fair Market Value of such shares on the date of such issuance, sale or exchange, then the Share Price shall be decreased by multiplying such Share Price by a fraction, the numerator of which shall be the sum of (i) the Fair Market Value of all the shares of Common Stock outstanding on the day immediately preceding the first public announcement of such issuance, sale or exchange plus (ii) the Fair Market Value of the consideration received by the Company in respect of such issuance, sale or exchange of shares of Common Stock, and the denominator of which shall be the product of (x) the Fair Market Value of a share of Common Stock on the day immediately preceding the first public announcement of such issuance, sale or exchange multiplied by (y) the sum of the number of shares of Common Stock outstanding on such day plus the number of shares of Common Stock so issued, sold or exchanged by the Company.

(c)    Reorganization, Reclassification, Consolidation, Merger, or Disposition of Assets.    In the event the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Company is not the surviving corporation or where there is a change in or distribution with respect to the Common Stock), or sell, transfer or otherwise dispose of all or substantially all its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation ("Other Property"), are to be received by or distributed to the holders of Common Stock, then each Holder shall have the right thereafter to receive, upon exercise of this Warrant, the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock into which this Warrant is exercisable immediately prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined by resolution of the Board of Directors of the Company) in order to provide for adjustments of shares of Common Stock for which this Warrant is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 5. For purposes of this Section 5(c), "common stock of the successor or acquiring corporation" shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any

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warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 5(c) shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or dispositions of assets.

6.    NOTICES TO HOLDER.    Whenever the number of shares of Common Stock for which this Warrant is exercisable, or whenever the Share Price shall be adjusted pursuant to Section 5, the Company shall forthwith prepare a certificate to be executed by the chief financial officer of the Company setting forth, in reasonable detail, the event requiring such adjustment and the method by which such adjustment was calculated describing the number and kind of any other shares of stock or Other Property for which this Warrant is exercisable, and any change in the share price or prices thereof, after giving effect to such adjustment or change. The Company shall use its best efforts to cause a signed copy of such certificate to be delivered to the Holder in accordance with Section 12(g) at least 5 business days prior to the occurence of the event requiring such adjustment or change. The Company shall keep copies of all such certificates and cause the same to be available for inspection at said office during normal business hours.

7.    FRACTIONAL SHARES.    No fractional share of Common Stock will be issued in connection with any exercise hereunder, but in lieu of such fractional share the Company shall pay cash in lieu of such fractional share in the amount equal to the same fraction of the Share Price in effect on the date of exercise.

8.    COMPLIANCE WITH SECURITIES ACT; TRANSFERABILITY OF WARRANT; DISPOSITION OF SHARES OF COMMON STOCK.

(a)   Compliance with Securities Act.    The Holder, by acceptance hereof, agrees that (i) this Warrant and the Warrant Shares are being acquired for investment and that the Holder will not offer, sell, or otherwise dispose of this Warrant or any Warrant Shares except under circumstances which will not result in a violation of the Securities Act and (ii) prior to issuance of any Warrant Shares upon exercise of this Warrant, the Company may require, as a condition precedent to such issuance, that the holder(s) of such Warrant Shares enter into a stockholders' agreement among the Company, such holder(s) and one or more other stockholders of the Company with respect to, among other things, such Warrant Shares, which stockholders' agreement will include, without limitation, certain restrictions on the transferability of such Warrant Shares and tag-a-long rights, in each case substantially similar to those restrictions and rights provided to other GFInet stockholders. Such stockholders' agreement will terminate upon the consummation of a Qualified IPO. This Warrant and all Warrant Shares may bear the following or a similar legend:

        "These securities have not been registered under the Securities Act of 1933, as amended, or any state securities laws. They may not be sold, offered for sale, pledged, or hypothecated in the absence of an effective registration statement as to the securities under said Act or an opinion of counsel satisfactory to the Company that such registration is not required."

(b)    Transferability of Warrant.    This Warrant may not be transferred to any Person other than an Affiliate or Associate of the Holder without the prior written consent of the Company and, if so transferred, only in accordance with the following provisions of this Section 8(b). Prior to any transfer or attempted transfer of this Warrant pursuant to the first sentence of this Section 8(b), the Holder shall give five (5) Business Days' prior written notice (a "Transfer Notice") to the Company of the Holder's intention to effect such transfer, describing the manner and circumstance of the proposed transfer. Subject to compliance with federal and state securities laws, after the fifth Business Day next following delivery of the Transfer Notice and such opinion, if applicable, the Holder shall be entitled to transfer this Warrant in accordance with the terms of the Transfer Notice. Each Warrant issued upon such transfer shall bear a restrictive legend substantially to the effect of the provisions of Section 8(a), unless in the opinion of such counsel such legend is not required in order to ensure compliance with the Securities Act.

(c)    Market Standoff.    The Holder agrees that, if so requested by the Company or any representative of the underwriters (the "Managing Underwriter") in connection with any registration of the offering of any securities of the Company under the Securities Act, the Holder will not sell or otherwise transfer any Warrant Shares or other securities of the Company during the 6 month period (the "Market Standoff Period") following the effective date of a registration statement of the Company filed under the Securities Act. Such restriction shall apply only to the first registration statement of the Company to become effective under the Securities Act that includes securities to be sold on behalf of the Company to the public in an underwritten public offering under the Securities Act. The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such Market Standoff Period.

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9.    RIGHTS AND LIABILITIES AS STOCKHOLDERS.

(a)   No Rights as Stockholder. No Holder of this Warrant shall be entitled to vote or receive dividends or be deemed the holder of Common Stock or any other securities of the Company which may at any time be issuable on the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon the Holder of this Warrant, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of stock, change of par change of stock to no par value, consolidation, merger, conveyance, or otherwise) or to notice of meetings, or to receive dividends or subscription rights or otherwise until the Warrant shall have been exercised and the Warrant Shares issuable upon the exercise hereof shall have become deliverable, as provided herein.

(b)   Limitation on Liability. No provision of this Warrant, in the absence of affirmative action by the Holder to purchase shares of Common Stock, and no enumeration herein of the rights or privileges of the Holder hereof, shall give rise to any liability of the Holder for the purchase of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

10.    LOSS OR MUTILATION.    Upon receipt by the Company from the Holder of evidence reasonably satisfactory to the Company of the ownership of and the loss, theft, destruction or mutilation of this Warrant and indemnity reasonably satisfactory to it, and in the case of mutilation upon surrender and cancellation thereof, the Company will execute and deliver in lieu hereof a new Warrant of like tenor provided that in the case of mutilation, no indemnity shall be required if this Warrant in identifiable form is surrendered to the Company for cancellation.

11.    REGISTRATION.

(a)   If, at any time prior to the expiration of the Exercise Period, the Company proposes to file with the Commission a registration statement under the Securities Act on any form (other than a registration statement on Form S-4, Form S-8, or any successor form) covering the disposition of Common Stock having an aggregate disposition price of at least $1.0 million, either for its own account or for the account of any stockholder of the Company (a "Registration Statement"), excluding any Registration Statement filed with the Commission in connection with a firm commitment underwritten initial public offering of Common Stock for the account of the Company, and at such time the Holder has exercised this Warrant in whole or in part, the Company will give written notice (a "Piggyback Notice") to the Holder at least 20 days before the initial filing of such Registration Statement, which Piggyback Notice shall set forth the intended method of disposition of the securities proposed to be registered. The Piggyback Notice shall offer to include in such filing such aggregate number of Warrant Shares then owned by the Holder as the Holder may request. The Holder shall advise the Company in writing within 10 days after the date of receipt of the Piggyback Notice from the Company whether the Holder intends to have any Warrant Shares registered under the Registration Statement, setting forth the number of such Warrant Shares for which registration is requested. The Company shall thereupon include in such Registration Statement the aggregate number of Warrant Shares held by the Holder for which registration is so requested, subject to the provisions of the next sentence. If a Registration Statement involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities requested to be included in such Registration Statement exceeds the number which can be sold in such offering without adversely affecting the offering, the Company will include in such Registration Statement the number of such securities which the Company is so advised can be sold in such offering without adversely affecting the offering, determined as follows: (i) first, the securities proposed by the Company to be sold for it own account; (ii) second, any securities of the Company held by holders of the Series A Preferred Stock of the Company and Series B Preferred Stock of the Company with contractual rights to be included therein and (iii) third, any Registrable Securities requested to be included in such registration by the Holder.

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As used herein, "Registrable Securities" shall mean the Warrant Shares that have not been previously sold pursuant to a Registration Statement or Rule 144 promulgated under the Securities Act.

(b)   In the event of a registration pursuant to the provisions of this Section 11, the Company shall use its best efforts to cause the Registrable Securities so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably request; provided, however, that the Company shall not be required to qualify to do business in any state by reason of this Section 11(b) in which it is not otherwise required to qualify to do business.

(c)   The Company shall keep effective any registration or qualification contemplated by this Section 11 and shall from time to time amend or supplement each applicable Registration Statement, preliminary prospectus, final prospectus, application, document, and communication for such period of time as shall be required to permit the Holder to complete the offer and sale of the Registrable Securities covered thereby. The Company shall in no event be required to keep any such registration or qualification in effect for a period in excess of three months from the date on which the Holder is first free to sell such Registrable Securities; provided, however, that, if the Company is required to keep any such registration or qualification in effect with respect to securities other than the Registrable Securities beyond such period, the Company shall keep such registration or qualification in effect as it relates to the Registrable Securities for so long as such registration or qualification remains or is required to remain in effect in respect of such other securities.

(d)   In the event of a registration pursuant to the provisions of this Section 11, the Company shall furnish to the Holder such number of copies of the Registration Statement and of each amendment and supplement thereto (in each case, including all exhibits), such reasonable number of copies of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of the Registrable Securities included in such registration.

(e)   In the event of a registration pursuant to the provisions of this Section 11, the Company shall furnish the Holder of any Registrable Securities so registered with an opinion of its counsel (reasonably acceptable to the Holder) to the effect that (i) the Registration Statement has become effective under the Securities Act and no order suspending the effectiveness of the Registration Statement, preventing or suspending the use of the Registration Statement, any preliminary prospectus, any final prospectus, or any amendment or supplement thereto has been issued, nor has the Commission or any securities or blue sky authority of any jurisdiction instituted or threatened to institute any proceedings with respect to such an order, (ii) the Registration Statement and each prospectus forming a part thereof (including each preliminary prospectus), and any amendment or supplement thereto, complies as to form with the Securities Act and the rules and regulations thereunder, and (iii) such counsel has no knowledge of any material misstatement or omission in such Registration Statement or any prospectus, as amended or supplemented. Such opinion shall also state the jurisdictions in which the Registrable Securities have been registered or qualified for sale pursuant to the provisions of Section 11(b).

(f)    In the event of a registration pursuant to the provision of this Section 11, the Company shall enter into a cross-indemnity agreement and a contribution agreement, each in customary form, with each underwriter, if any, and, if requested, enter into an underwriting agreement containing conventional representations, warranties, allocation of expenses, and customary closing conditions, including, but not limited to, opinions of counsel and accountants' cold comfort letters, with any underwriter who acquires any Registrable Securities.

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(g)   In the event of a registration pursuant to the provisions of this Section 11:

(i)  The Holder shall furnish to the Company in writing such appropriate information (relating to the Holder and the intention of such Holder as to proposed methods of sale or other disposition of its shares of Common Stock) and the identity of and compensation to be paid to any proposed underwriters to be employed in connection therewith as the Company, any underwriter, or the Commission or any other regulatory authority may request;

(ii)  The Holder shall enter into the usual and customary form of underwriting agreement agreed to by the Company and any underwriter with respect to any such offering, if required, and such underwriting agreement shall contain the customary rights of indemnity between the Company, the underwriters, and the Holder;

(iii)  The Holder shall agree that he shall execute, deliver and/or file with or supply the Company, any underwriters, the Commission and/or any state or other regulatory authority such information, documents, representations, undertakings and/or agreements necessary to carry out the provisions of the registration covenants contained in this Section 11 and/or to effect the registration or qualification of his or its Registrable Securities under the Securities Act and/or any of the laws and regulations of any state of governmental instrumentality;

(iv)  the Company's obligation to include any Registrable Securities in a Registration Statement shall be subject to the written agreement of the Holder thereof to offer such securities in the same manner and on the same terms and conditions as the other securities of the same class are being offered pursuant to the registration statement, if such shares are being underwritten;

(v)  In the event that all the Registrable Securities have not been sold on or prior to the expiration of the period specified in Section 11(c) above, the Company may de-register by post-effective amendment any Registrable Securities covered by the Registration Statement, but not sold on or prior to such date. The Company agrees that it will notify the Holder of Registrable Securities of the filing and effective date of such post-effective amendment; and

(vi)  The Holder agrees that upon notification by the Company that the prospectus in respect to any public offering covered by the provisions hereof is in need of revision, such Holder shall immediately upon receipt of such notification (x) cease to offer or sell any securities of the Company which must be accompanied by such prospectus, (y) return all such prospectuses in such Holder's hands to the Company, and (z) not offer or sell any securities of the Company until such Holder has been provided with a current prospectus and the Company has given such Holder notification permitting such Holder to resume offers and sales.

(h)  Subject to the conditions set forth below, the Company agrees to indemnify and hold harmless the Holder, its officers, directors, partners, employees, agents and counsel, and each person, if any, who controls any such person within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act, from and against any and all loss, liability, charge, claim, damage, and expense whatsoever (which shall include, for all purposes of this Section 11, but not be limited to, attorneys' fees and any and all reasonable expense whatsoever incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), as and when incurred, arising out of, based upon, or in connection with: (i) any untrue statement or alleged untrue statement of a material fact contained (A) in any Registration Statement, preliminary prospectus, or final prospectus (as from time to time amended and supplemented), or any amendment or supplement thereto, relating to the sale of any of the Registrable Securities, or (B) in any application or other document or communication (in this Section 11 collectively called an "application") executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to register or qualify any of the Registrable Securities under the securities or blue sky laws thereof or filed

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with the Commission or any securities exchange; or (ii) any omission or alleged omission to state a material fact required to be stated in any document referenced in clause (A) or (B) above or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon and in conformity with written information furnished to the Company with respect to such Holder by or on behalf of such person expressly for inclusion in any Registration Statement, preliminary prospectus, or final prospectus, or any amendment or supplement thereto, or in any application, as the case may be; or (iii) any breach of any representation, warranty, covenant, or agreement of the Company contained in this Warrant. The foregoing agreement to indemnify shall be in addition to any liability the Company may otherwise have, including liabilities arising under this Warrant.

        If any action is brought against the Holder or any of its officers, directors, partners, employees, agents, or counsel, or any controlling persons of such person (an "indemnified party") in respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph, such indemnified party or parties shall promptly notify the Company in writing of the institution of such action (but the failure so to notify shall not relieve the Company from any liability other than pursuant to this Section 11(h), except to the extent it may have been prejudiced in any material respect by such failure) and the Company shall promptly assume the defense of such action, including the employment of counsel (reasonably satisfactory to such indemnified party or parties) and payment of expenses. Such indemnified party or parties shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnified party or parties unless the employment of such counsel shall have been authorized in writing by the Company in connection with the defense of such action or the Company shall not have promptly employed counsel reasonably satisfactory to such indemnified party or parties to have charge of the defense of such action or such indemnified party or parties shall have reasonably concluded that there may be one or more legal defenses available to it or them or to other indemnified parties which are different from or additional to those available to the Company, in any of which events such fees and expenses shall be borne by the Company and the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties. Anything in this Section 11(h) to the contrary notwithstanding, the Company shall not be liable for any settlement of any such claim or action effected without its written consent, which shall not be unreasonably withheld. The Company shall not, without the prior written consent of each indemnified party that is not released as described in this sentence, settle or compromise any action, or permit a default or consent to the entry of judgment in or otherwise seek to terminate any pending or threatened action, in respect of which indemnity may be sought hereunder (whether or not any indemnified party is a party thereto), unless such settlement, compromise, consent, or termination includes an unconditional release of each indemnified party from all liability in respect of such action. The Company agrees promptly to notify the Holder of the commencement of any litigation or proceedings against the Company or any of its officers or directors in connection with the sale of any Registrable Securities or any preliminary prospectus, prospectus, Registration Statement, or amendment or supplement thereto, or any application relating to any sale of any Registrable Securities.

(i)    The Holder agrees to indemnify and hold harmless the Company, each director of the Company, each officer of the Company who shall have signed any registration statement covering Registrable Securities held by the Holder, each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act, and its or their respective counsel, to the same extent as the foregoing indemnity from the Company to the Holder in Section 11(h), but only with respect to statements or omissions, if any, made in any Registration Statement, preliminary prospectus, or final prospectus (as from time to time amended and supplemented), or any amendment or supplement thereto, or in any application, in reliance upon and in conformity with written information furnished to the Company with respect to the Holder by or on behalf of the Holder expressly for inclusion in any such Registration Statement, preliminary prospectus, or final prospectus, or any amendment or supplement thereto, or in any application, as the case may

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be. If any action shall be brought against the Company or any other person so indemnified based on any such Registration Statement, preliminary prospectus, or final prospectus, or any amendment or supplement thereto, or in any application, and in respect of which indemnity may be sought against the Holder pursuant to this Section 11(i), the Holder shall have the rights and duties given to the Company, and the Company and each other person so indemnified shall have the rights and duties given to the indemnified parties, by the provisions of Section 11(h).

(j)    To provide for just and equitable contribution, if (i) an indemnified party makes a claim for indemnification pursuant to Section 11(h) or 11(i) (subject to the limitations thereof) but it is found in a final judicial determination, not subject to further appeal, that such indemnification may not be enforced in such case, even though this Agreement expressly provides for indemnification in such case, or (ii) any indemnified or indemnifying party seeks contribution under the Securities Act, the Exchange Act or otherwise, then the Company (including for this purpose any contribution made by or on behalf of any director of the Company, any officer of the Company who signed any such Registration Statement, any controlling person of the Company, and its or their respective counsel), as one entity, and the Holder of the Registrable Securities included in such registration in the aggregate (including for this purpose any contribution by or on behalf of an indemnified party), as a second entity, shall contribute to the losses, liabilities, claims, damages, and expenses whatsoever to which any of them may be subject, on the basis of relevant equitable considerations such as the relative fault of the Company and such Holder in connection with the facts which resulted in such losses, liabilities, claims, damages, and expenses. The relative fault, in the case of an untrue statement, alleged untrue statement, omission, or alleged omission, shall be determined by, among other things, whether such statement, alleged statement, omission, or alleged omission relates to information supplied by the Company or by such Holder, and the parties' relative intent, knowledge, access to information, and opportunity to correct or prevent such statement, alleged statement, omission, or alleged omission. The Company and the Holder agree that it would be unjust and inequitable if the respective obligations of the Company and the Holder for contribution were determined by pro rata or per capita allocation of the aggregate losses, liabilities, claims, damages, and expenses (even if the Holder and the other indemnified parties were treated as one entity for such purpose) or by any other method of allocation that does not reflect the equitable considerations referred to in this Section 11(j). No person guilty of a fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who is not guilty of such fraudulent misrepresentation. Anything in this Section 11(j) to the contrary notwithstanding, no party shall be liable for contribution with respect to the settlement of any claim or action effected without its written consent. This Section 11(j) is intended to supersede any right to contribution under the Securities Act, the Exchange Act or otherwise.

12.    MISCELLANEOUS.

(a)   Non-Waiver. No course of dealing or any delay or failure to exercise any right hereunder on the part of the Holder shall operate as a waiver of such right or otherwise prejudice the Holder's rights, powers or remedies.

(b)   Successor and Assigns. Subject to the provisions of Section 8, this Warrant and the rights evidenced hereby shall inure to the benefit of and be binding upon the successors of the Company and the successors and assigns of the Holder. The provision of this Warrant are intended to be for the benefit of all Holders from time to time of this Warrant and shall be enforceable by any such Holder.

(c)   Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

(d)   Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such

10

prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Warrant.

(e)   Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purposes, be deemed a part of this Warrant.

(f)    Governing Law. This Warrant shall be governed by the laws of the State of New York, without regard to the provisions thereof relating to conflict of laws.

(g)   Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed telex or facsimile if sent during normal business hours of the recipient; (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one (1) day after deposit with a nationally recognized, overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the parties hereto at the respective address of each party as set forth below or at such other address as such party may designate by ten days advance written notice to the other parties hereto:

(i)

If to Company:



GFInet inc.
100 Wall Street
New York, NY 10005
Attention:  Chaim A. Levin, Esq.
                  Scott E. Pintoff, Esq.
Telephone: (212) 968-4100
Telecopy: (212) 968-4150

(ii)

with a copy to:



Greenberg Traurig, LLP
200 Park Avenue
New York, NY 10166
Attention: Clifford E. Neimeth, Esq.
Telephone: (212) 801-9200
Telecopy: (212) 801-6400

(iii)

If to Holder:



Newnetco LLC
36 Park Drive East
Branford, CT 06405
Attention:    Larry Schwartz
                    Ross Kudwitt
Telephone: (203) 453-0189
Telecopy: (203) 453-6532




with a copy to:



Mark Beigelman, Esq.
777 3^rd Ave, 24^th Floor
New York, New York 10017
Telephone: (212) 755-3100
Telecopy: (212) 755-7431

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        IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly authorized officer.

Date of Grant: June 15, 2000

GFINET INC.
By:	/s/  S. MCMILLAN Name:  S. McMillan Title:    C.O.O.

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To: GFInet inc.
100 Wall Street
New York, NY 10005

NOTICE OF EXERCISE

        The undersigned hereby exercises its rights to purchase                          Warrant Shares covered by the within Warrant, pursuant to Section 3(a) of such Warrant, and tenders payment herewith in the amount of $                         in accordance with the terms thereof, and requests that certificates for such securities be issued in the name of, and delivered to:

(Print Name, Address and Social Security
or Tax Identification Number)

and, if such number of Warrant Shares shall not be all the Warrant Shares covered by the within Warrant, that a new Warrant for the balance of the Warrant Shares covered by the within Warrant be registered in the name of, and delivered to, the undersigned at the address stated below.

        The undersigned represents that (i) it is entitled to exercise the Warrant for the number of shares indicated, and (ii) it is acquiring such Warrant Shares for its own account for investment and not with a view to or for sale in connection with any distribution thereof (subject, however, to any requirement of law that the disposition thereof shall at all times be within its control).

Dated:	Name:
		(Print)
Address:
		(Signature)

(Signature must conform in all respects to the name of the Holder as specified on the face of the Warrant)

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QuickLinks

WARRANT TO PURCHASE SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE, OF GFINET INC.
NOTICE OF EXERCISE

EX-10.1

Exhibit 10.1

[Published CUSIP Number:                        ]

CREDIT AGREEMENT

Dated as of August 23, 2004

among

GFI GROUP INC.

and

GFI HOLDINGS LIMITED,

as the Borrowers,

CERTAIN SUBSIDIARIES OF GFI GROUP INC. IDENTIFIED HEREIN,

as the Guarantors,

BANK OF AMERICA, N.A.,

as Administrative Agent,

BARCLAYS BANK PLC,

as Syndication Agent,

and

THE OTHER LENDERS PARTY HERETO

BANC OF AMERICA SECURITIES LLC,

as Sole Lead Arranger and Sole Book Manager

TABLE OF CONTENTS

ARTICLE I  DEFINITIONS AND ACCOUNTING TERMS
1.01	Defined Terms.
1.02	Other Interpretive Provisions.
1.03	Accounting Terms.
1.04	Rounding.
1.05	References to Agreements and Laws.
1.06	Times of Day.
1.07	Letter of Credit Amounts.
1.08	Exchange Rates; Currency Equivalents.
1.09	Additional Alternative Currencies.
1.10	Change of Currency.
ARTICLE II  THE COMMITMENTS AND CREDIT EXTENSIONS
2.01	Revolving Loans.
2.02	Borrowings, Conversions and Continuations of Loans.
2.03	Letters of Credit.
2.04	Prepayments.
2.05	Termination or Reduction of Aggregate Revolving Commitments.
2.06	Repayment of Loans.
2.07	Interest.
2.08	Fees.
2.09	Computation of Interest and Fees.
2.10	Evidence of Debt.
2.11	Payments Generally; Administrative Agent’s Clawback.
2.12	Sharing of Payments by Lenders.
ARTICLE III  TAXES, YIELD PROTECTION AND ILLEGALITY
3.01	Taxes.
3.02	Illegality.
3.03	Inability to Determine Rates.
3.04	Increased Costs.
3.05	Funding Losses.
3.06	Mitigation Obligations; Replacement of Lenders.
3.07	Survival.
ARTICLE IV  GUARANTY
4.01	The Guaranty.
4.02	Obligations Unconditional.
4.03	Reinstatement.
4.04	Certain Additional Waivers.
4.05	Remedies.
4.06	Rights of Contribution.
4.07	Guarantee of Payment; Continuing Guarantee.
ARTICLE V  CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
5.01	Conditions of Initial Credit Extension.
5.02	Conditions to all Credit Extensions.
ARTICLE VI  REPRESENTATIONS AND WARRANTIES

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6.01	Existence, Qualification and Power.
6.02	Authorization; No Contravention.
6.03	Governmental Authorization; Other Consents.
6.04	Binding Effect.
6.05	Financial Statements; No Material Adverse Effect.
6.06	Litigation.
6.07	No Default.
6.08	Ownership of Property; Liens.
6.09	Environmental Compliance.
6.10	Insurance.
6.11	Taxes.
6.12	ERISA Compliance.
6.13	Subsidiaries.
6.14	Margin Regulations; Investment Company Act; Public Utility Holding Company Act.
6.15	Disclosure.
6.16	Compliance with Laws.
6.17	Intellectual Property; Licenses, Etc.
6.18	Solvency.
6.19	Perfection of Security Interests in the Collateral.
6.20	Business Locations.
6.21	Brokers’ Fees.
6.22	Labor Matters.
6.23	Representations as to Foreign Obligations.
ARTICLE VII  AFFIRMATIVE COVENANTS
7.01	Financial Statements.
7.02	Certificates; Other Information.
7.03	Notices.
7.04	Payment of Obligations.
7.05	Preservation of Existence, Etc.
7.06	Maintenance of Properties.
7.07	Maintenance of Insurance.
7.08	Compliance with Laws.
7.09	Books and Records.
7.10	Inspection Rights.
7.11	Use of Proceeds.
7.12	Additional Subsidiaries.
7.13	ERISA Compliance.
7.14	Pledged Assets.
7.15	Landlord Waivers.
7.16	Insurance Policies.
7.17	Stock Certificates.
ARTICLE VIII  NEGATIVE COVENANTS
8.01	Liens.
8.02	Investments.
8.03	Indebtedness.

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8.04	Fundamental Changes.
8.05	Dispositions.
8.06	Restricted Payments.
8.07	Change in Nature of Business.
8.08	Transactions with Affiliates and Insiders.
8.09	Burdensome Agreements.
8.10	Use of Proceeds.
8.11	Financial Covenants.
8.12	Organization Documents; Fiscal Year; Legal Name, State of Formation and Form of Entity.
8.13	Sale Leasebacks.
8.14	Proprietary Trading.
8.15	Prepayment of Other Indebtedness, Etc.
ARTICLE IX  EVENTS OF DEFAULT AND REMEDIES
9.01	Events of Default.
9.02	Remedies Upon Event of Default.
9.03	Application of Funds.
ARTICLE X  ADMINISTRATIVE AGENT
10.01	Appointment and Authority.
10.02	Rights as a Lender.
10.03	Exculpatory Provisions.
10.04	Reliance by Administrative Agent.
10.05	Delegation of Duties.
10.06	Resignation of Administrative Agent.
10.07	Non-Reliance on Administrative Agent and Other Lenders.
10.08	No Other Duties, Etc.
10.09	Administrative Agent May File Proofs of Claim.
10.10	Releases.
ARTICLE XI  MISCELLANEOUS
11.01	Amendments, Etc.
11.02	Notices; Effectiveness; Electronic Communication.
11.03	No Waiver; Cumulative Remedies.
11.04	Expenses; Indemnity; Damage Waiver.
11.05	Payments Set Aside.
11.06	Successors and Assigns.
11.07	Confidentiality.
11.08	Set-off.
11.09	Interest Rate Limitation.
11.10	Counterparts.
11.11	Integration.
11.12	Survival of Representations and Warranties.
11.13	Severability.
11.14	Replacement of Lenders.
11.15	Governing Law; Jurisdiction, Etc.
11.16	Waiver of Right to Trial by Jury.
11.17	USA PATRIOT Act Notice.

iii

11.18 Judgment Currency.

iv

SCHEDULES
1.01	Mandatory Cost Rate
2.01	Commitments and Pro Rata Shares
6.10	Insurance
6.13	Subsidiaries
6.17	IP Rights
6.20(a)	Real Property Locations
6.20(b)	Tangible Personal Property Locations
6.20(c)	Chief Executive Office Locations
8.01	Liens Existing on the Closing Date
8.02	Investments Existing on the Closing Date
8.03	Indebtedness Existing on the Closing Date
11.02	Certain Addresses for Notices
EXHIBITS
A	Form of Loan Notice
B	Form of Revolving Note
C	Form of Compliance Certificate
D	Form of Assignment and Assumption
E	Form of Joinder Agreement
F	Form of Report of Letter of Credit Information

v

CREDIT AGREEMENT

This CREDIT AGREEMENT is entered into as of August 23, 2004 among GFI GROUP INC., a Delaware corporation (“GFI”), GFI HOLDINGS LIMITED, a company incorporated under the laws of England and Wales (the “Foreign Borrower”; together with GFI, the “Borrowers”), the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent.

The Borrowers have requested that the Lenders provide $80,000,000 in credit facilities for the purposes set forth herein, and the Lenders are willing to do so on the terms and conditions set forth herein.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

1.01Defined Terms.

As used in this Agreement, the following terms shall have the meanings set forth below:

“Acquisition”, by any Person, means the acquisition by such Person, in a single transaction or in a series of related transactions, of all or any substantial portion of the Property of another Person or all or substantially all of the Voting Stock of another Person, in each case whether or not involving a merger or consolidation with such other Person and whether for cash, property, services, assumption of Indebtedness, securities or otherwise.

“Additional Subordinated Indebtedness” means any Indebtedness of GFI, other than the JPI Subordinated Indebtedness, which by its terms is expressly subordinated in right of payment to the prior payment of the Obligations under this Agreement and the other Loan Documents containing terms and conditions (including without limitation the subordination provisions) reasonably satisfactory to the Required Lenders.

“Administrative Agent” means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 11.02 or such other address or account as the Administrative Agent may from time to time notify GFI and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.  “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.  “Controlling” and “Controlled” have meanings correlative thereto.  Without limiting the generality of the foregoing, a Person shall be deemed to be Controlled by another Person if

such other Person possesses, directly or indirectly, power to vote 10% or more of the securities having ordinary voting power for the election of directors, managing general partners or the equivalent.

“Aggregate Revolving Commitments” means the Revolving Commitments of all the Lenders.  The initial amount of the Aggregate Revolving Commitments in effect on the Closing Date is EIGHTY MILLION DOLLARS ($80,000,000).

“Agreement” means this Credit Agreement, as amended, modified, supplemented and extended from time to time.

“Alternative Currency” means each of British Pounds Sterling, Euros and each other lawful currency (other than Dollars) that is freely available and freely transferable and convertible into Dollars and that is approved by all the Lenders in accordance with Section 1.09.

“Alternative Currency Equivalent” means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable Alternative Currency as determined by the Administrative Agent at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars.

“Alternative Currency Reserve” means the Dollar Equivalent equal to 2% of Total Revolving Outstandings denominated in Alternative Currencies.

“Alternative Currency Sublimit” means an amount equal to the lesser of (a) the Aggregate Revolving Commitments and (b) FORTY MILLION DOLLARS ($40,000,000).  The Alternative Currency Sublimit is part of, and not in addition to, the Aggregate Revolving Commitments.

“Applicable Currency” means Dollars or an Alternative Currency, as applicable.

“Applicable Foreign Loan Party Documents” has the meaning specified in Section 6.23(a)

“Applicable Margin” means the following percentages per annum (as relevant to Commitment Fee, Letters of Credit and Eurocurrency Loans, and Base Rate Loans), based upon the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 7.02(a) for the most recent fiscal quarter of GFI:

Pricing Tier	Consolidated Leverage Ratio	Commitment Fee	Letters of Credit & Eurocurrency Loans	Base Rate Loans
1	< 0.5 to 1.0	0.25%	1.00%	0%
2	< 1.0 to 1.0 but > 0.5 to 1.0	0.375%	1.25%	0%
3	< 1.5 to 1.0 but > 1.0 to 1.0	0.375%	1.75%	0.50%
4	> 1.5 to 1.0	0.50%	2.25%	1.00%

Any increase or decrease in the Applicable Margin resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is required to be delivered pursuant to Section 7.02(a) in connection with the financial statements referred to in Sections 7.01(a) and (b); provided, however, that if a Compliance Certificate is

2

not delivered when due in accordance with such Section, then Pricing Tier 4 shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall continue to apply until the first Business Day immediately following the date a Compliance Certificate is delivered in accordance with Section 7.02(a), whereupon the Applicable Margin shall be adjusted based upon the calculation of the Consolidated Leverage Ratio contained in such Compliance Certificate.  The Applicable Margin in effect from the Closing Date through the first Business Day immediately following the date a Compliance Certificate is required to be delivered pursuant to Section 7.02(a) for the fiscal quarter ending June 30, 2004 shall be determined based upon Pricing Tier 3.

“Applicable Time” means, with respect to any borrowings and payments in any Alternative Currency, the local time in the place of settlement for such Alternative Currency as may be determined by the Administrative Agent or the applicable L/C Issuer, as the case may be, to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment.

“Application Period” means, in respect of any Disposition, the period of 180 days following the consummation of such Disposition.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Assignment and Assumption” means an Assignment and Assumption substantially in the form of Exhibit D.

“Attorney Costs” means and includes all reasonable and documented fees, expenses and disbursements of any law firm or other external counsel.

“Attributable Indebtedness” means, on any date, (a) in respect of any Capital Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, (b) in respect of any Synthetic Lease, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capital Lease and (c) in respect of any Securitization Transaction of any Person, the outstanding principal amount of such financing, after taking into account reserve accounts and making appropriate adjustments, determined by the Administrative Agent in its reasonable judgment.

“Audited Financial Statements” means the audited consolidated and consolidating balance sheet of GFI and its Subsidiaries for the fiscal year ended December 31, 2003, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such fiscal year of GFI and its Subsidiaries, including the notes thereto.

“Availability Period” means the period from and including the Closing Date to the earliest of (i) the Maturity Date, (ii) the date of termination of the Aggregate Revolving Commitments pursuant to Section 2.05, and (iii) the date of termination of the commitment of each Lender to make Revolving Loans and of the obligation of the L/C Issuers to make L/C Credit Extensions pursuant to Section 9.02.

“Bank of America” means Bank of America, N.A. and its successors.

“BAS” means Banc of America Securities LLC, in its capacity as sole lead arranger and sole book manager.

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“Base Rate” means for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate.”  The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate.  Any change in the “prime rate” announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

“Base Rate Loan” means a Loan that bears interest based on the Base Rate.

“Borrowers” has the meaning specified in the introductory paragraph hereto.

“Borrowing” means a borrowing consisting of simultaneous Loans of the same Type, in the same currency and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01.

“British Pounds Sterling” means the lawful currency of the United Kingdom.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state of New York or the state where the Administrative Agent’s Office with respect to Obligations denominated in Dollars is located and:

(a) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Dollars, any fundings, disbursements, settlements and payments in Dollars in respect of any such Eurocurrency Rate Loan, or any other dealings in Dollars to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means any such day on which dealings in deposits in Dollars are conducted by and between banks in the London interbank eurodollar market;

(b) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Euro, any fundings, disbursements, settlements and payments in Euro in respect of any such Eurocurrency Rate Loan, or any other dealings in Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means a TARGET Day;

(c) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in British Pounds Sterling, any fundings, disbursements, settlements and payments in British Pounds Sterling in respect of any such Eurocurrency Rate Loan, or any other dealings in British Pounds Sterling to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means any such day on which the relevant financial markets are open for dealings between banks in London;

(d) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in a currency other than Dollars, Euro or British Pounds Sterling, means any such day on which dealings in deposits in the relevant currency are conducted by and between banks in the London or other applicable offshore interbank market for such currency; and

(e) if such day relates to any fundings, disbursements, settlements and payments in a currency other than Dollars, Euro or British Pounds Sterling, in respect of a Eurocurrency Rate Loan denominated in a currency other than Dollars, Euro, or British Pounds Sterling, or any other

4

dealings in any currency other than Dollars, Euro or British Pounds Sterling to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan (other than any interest rate settings), means any such day on which banks are open for foreign exchange business in the principal financial center of the country of such currency.

“Businesses” means, at any time, a collective reference to the businesses operated by the Loan Parties at such time.

“Capital Lease” means, as applied to any Person, any lease of any Property by that Person as lessee which, in accordance with GAAP, is required to be accounted for as a capital lease on the balance sheet of that Person.

“Capital Stock” means (i) in the case of a corporation, capital stock, (ii) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (iii) in the case of a partnership, partnership interests (whether general or limited), (iv) in the case of a limited liability company, membership interests and (v) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Cash Collateralize” has the meaning specified in Section 2.03(g).

“Cash Equivalents” means, as at any date, (a) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than twelve months from the date of acquisition, (b) Dollar denominated time deposits and certificates of deposit of (i) any Lender, (ii) any domestic commercial bank of recognized standing having capital and surplus in excess of $500,000,000 or (iii) any bank whose short-term commercial paper rating from S&P is at least A-1 or the equivalent thereof or from Moody’s is at least P-1 or the equivalent thereof (any such bank being an “Approved Bank”), in each case with maturities of not more than 270 days from the date of acquisition, (c) commercial paper and variable or fixed rate notes issued by any Approved Bank (or by the parent company thereof) or any variable rate notes issued by, or guaranteed by, any domestic corporation rated A-1 (or the equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or better by Moody’s and maturing within six months of the date of acquisition, (d) repurchase agreements entered into by any Person with a bank or trust company (including any of the Lenders) or recognized securities dealer having capital and surplus in excess of $500,000,000 for direct obligations issued by or fully guaranteed by the United States in which such Person shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations and (e) Investments, classified in accordance with GAAP as current assets, in money market investment programs registered under the Investment Company Act of 1940, as amended, which are administered by (i) any Lender or (ii) a reputable financial institutions having capital of at least $500,000,000 and the portfolios of which are limited to Investments of the character described in the foregoing subdivisions (a) through (d).

“Certificate of Designation” means the Certificate of Designation, Preferences and Rights of Series C Redeemable Convertible Preferred Stock of GFI Group Inc. filed June 3, 2002 governing the Series C Convertible Preferred.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority.

5

“Change of Control” means an event or series of events by which:

(a)prior to the consummation of an initial Public Equity Offering, the Parent shall fail to own directly greater than 50% of the outstanding voting Capital Stock of GFI, determined on a fully diluted basis after giving effect to the conversion and exercise of all outstanding warrants, options and other securities of GFI, convertible into or exercisable for voting Capital Stock of GFI (whether or not such warrants, options or securities are then currently convertible or exercisable, but excluding (i) any warrants, options or securities that are not convertible or exercisable until after GFI’s initial Public Equity Offering and (ii) any warrants or options issued pursuant to any employee stock option plan of GFI); or

(b)after the consummation of an initial Public Equity Offering, any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) other than the Parent becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all Capital Stock that such person or group has the right to acquire (such right, an “option right”), whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of at least thirty-five percent (35%) of the voting Capital Stock of GFI entitled to vote for members of the board of directors or equivalent governing body of GFI on a fully diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right); or

(c)during any period of 24 consecutive months, a majority of the members of the board of directors of GFI cease to be composed of individuals (i) who were members of that board on the first day of such period, (ii) whose election or nomination to that board was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board and/or (iii) whose election or nomination to that board was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board (excluding, in the case of both clause (ii) and clause (iii), any individual whose initial nomination for, or assumption of office as, a member of that board occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the board of directors); or

(d)for so long as the JPI Subordinated Indebtedness is outstanding, the occurrence of a “Change of Control” (or any comparable term) under and as defined in the JPI Subordinated Debt Documents or any sale or transfer (whether by merger, consolidation, sale of stock, sale of assets or otherwise) of all or substantially all of the Business Operations (as defined in the JPI Subordinated Debt Documents) or the assets thereof (other than to GFI Group LLC or an Affiliate Guarantor (as defined in the JPI Subordinated Debt Documents) which has complied with Section 5.10 of the JPI Senior Subordinated Loan Agreement); or

(e)for so long as the applicable Additional Subordinated Indebtedness is outstanding, the occurrence of a “Change of Control” (or any comparable term) under, and as defined in the documentation evidencing the Additional Subordinated Indebtedness.

“Closing Date” means the date hereof.

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“Collateral” means a collective reference to all real and personal Property with respect to which Liens in favor of the Administrative Agent are purported to be granted pursuant to and in accordance with the terms of the Collateral Documents.

“Collateral Documents” means a collective reference to the Domestic Security Agreement, the Foreign Security Agreement, the Domestic Pledge Agreement, the Foreign Pledge Agreement, the Fenics Software Pledge Agreement and such other security documents as may be executed and delivered by the Loan Parties pursuant to the terms of Section 7.12 and/or Section 7.14.

“Commitment” means, as to each Lender, the Revolving Commitment of such Lender.

“Compliance Certificate” means a certificate substantially in the form of Exhibit C.

“Consolidated Capital” means, as of any date of determination, the aggregate of consolidated shareholders’ equity and preferred equity of GFI and its Subsidiaries as of that date determined in accordance with GAAP.

“Consolidated Capitalized Expenditures” means, for any period, for GFI and its Subsidiaries on a consolidated basis, the cost of the purchase of fixed assets and software costs and all other capitalized expenditures, as determined in accordance with GAAP; provided, however, that Consolidated Capitalized Expenditures shall not include (a) expenditures made with proceeds of any Involuntary Disposition to the extent such expenditures are used to purchase Property that is the same as or similar to the Property subject to such Involuntary Disposition and (b) Permitted Acquisitions.

“Consolidated Cash Taxes” means, for any period, for GFI and its Subsidiaries on a consolidated basis, the aggregate of all taxes, as determined in accordance with GAAP, to the extent the same are paid in cash during such period.

“Consolidated EBITDA” means, for any period, for GFI and its Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income (excluding extraordinary and other non-recurring gains and losses and interest income) for such period plus the following to the extent deducted in calculating such Consolidated Net Income:  (a) Consolidated Interest Charges for such period, (b) the provision for federal, state, local and foreign income taxes payable by GFI and its Subsidiaries for such period and (c) the amount of depreciation and amortization expense (excluding any amortization related to signing bonuses) for such period.

“Consolidated Fixed Charge Coverage Ratio” means, as of any date of determination, the ratio of (a) the sum of (i) Consolidated EBITDA for the twelve month period most recently ended for which GFI has delivered financial statements pursuant to Section 7.01(a), (b) or (c) plus (ii) amortization of signing bonuses during the twelve month period most recently ended for which GFI has delivered financial statements pursuant to Section 7.01(a), (b) or (c) to (b) Consolidated Fixed Charges for the twelve month period most recently ended for which GFI has delivered financial statements pursuant to Section 7.01(a), (b) or (c).

“Consolidated Fixed Charges” means, for any period, for GFI and its Subsidiaries on a consolidated basis, an amount equal to the sum of (i) the cash portion of Consolidated Interest Charges for such period plus (ii) Consolidated Scheduled Funded Debt Payments for such period plus (iii) Consolidated Capitalized Expenditures (including, without limitation, signing bonuses) for such period plus (iv) Consolidated Cash Taxes for such period, all as determined in accordance with GAAP.

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“Consolidated Funded Indebtedness” means Funded Indebtedness of GFI and its Subsidiaries on a consolidated basis.

“Consolidated Interest Charges” means, for any period, for GFI and its Subsidiaries on a consolidated basis, an amount equal to the sum of (i) all interest, premium payments, debt discount, fees, charges and related expenses of GFI and its Subsidiaries in connection with Indebtedness (including capitalized interest and other fees and charges incurred under any asset securitization program) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, plus (ii) the portion of rent expense of GFI and its Subsidiaries with respect to such period under Capital Leases or Synthetic Leases that is treated as interest in accordance with GAAP.

“Consolidated Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness as of such date to (b) Consolidated EBITDA for the twelve month period most recently ended for which GFI has delivered financial statements pursuant to Section 7.01(a), (b) or (c).

“Consolidated Net Income” means, for any period, for GFI and its Subsidiaries on a consolidated basis, the net income of GFI and its Subsidiaries for that period.

“Consolidated Scheduled Funded Debt Payments” means for any period, for GFI and its Subsidiaries on a consolidated basis, the sum of all scheduled payments of principal on Consolidated Funded Indebtedness (including without limitation, all scheduled payments of principal on the JPI Subordinated Indebtedness but excluding that certain payment of principal on the JPI Subordinated Indebtedness in the amount of $2,500,000 made in November 2003).  For purposes of this definition, “scheduled payments of principal” (a) shall be deemed to include the Attributable Indebtedness in respect of Capital Leases and Synthetic Leases, and (b) shall not include any voluntary prepayments or mandatory prepayments required pursuant to Section 2.04.

“Consolidated Total Assets” means, as of any date of determination, for GFI and its Subsidiaries on a consolidated basis, all items, which in accordance with GAAP would be classified as assets of GFI and its Subsidiaries on a consolidated basis.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” has the meaning specified in the definition of “Affiliate.”

“Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

“Debt Issuance” means the issuance by GFI or any Subsidiary of any Indebtedness other than Indebtedness permitted under Section 8.03.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

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“Default Rate” means  (a) with respect to Obligations other than Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Margin, if any, applicable to Base Rate Loans plus (iii) 2% per annum; provided, however, that with respect to a Eurocurrency Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Margin and any Mandatory Cost) otherwise applicable to such Eurocurrency Rate Loan plus 2% per annum, and (b) with respect to Letter of Credit Fees, a rate equal to the Applicable Margin plus 2% per annum, in all cases to the fullest extent permitted by applicable Laws.

“Defaulting Lender” means any Lender that (a) has failed to fund any portion of the Loans or participations in L/C Obligations required to be funded by it hereunder within one Business Day of the date required to be funded by it hereunder, (b) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due, unless the subject of a good faith dispute, or (c) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any Sale and Leaseback Transaction) of any Property by GFI or any Subsidiary (including the Capital Stock of any Subsidiary), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith, but excluding (i) the sale, lease, license, transfer or other disposition of inventory or software in the ordinary course of business of GFI and its Subsidiaries, (ii) the sale, lease, license, transfer or other disposition of machinery and equipment no longer used or useful in the conduct of business of GFI and its Subsidiaries, (iii) any sale, lease, license, transfer or other disposition of Property by GFI or any Subsidiary to any Domestic Loan Party, (iv) any sale, lease, license, transfer or other disposition of Property by any Foreign Subsidiary to any Foreign Loan Party, (v) any Involuntary Disposition by GFI or any Subsidiary, (vi) any Disposition by GFI or any Subsidiary to the extent constituting a Permitted Investment, (vii) any sale of receivables by a Regulated Subsidiary to GFI or any other Loan Party for no more than the fair value of such receivables and (viii) the disposition by GFI LLC of its Sydney, Australia based brokerage operations to GFI Brokers Limited.  The term “Disposition” shall not be deemed to include any Equity Issuance.

“Dollar” and “$” mean lawful money of the United States.

“Dollar Equivalent” means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any Alternative Currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent or the applicable L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Dollars with such Alternative Currency.

“Domestic Guarantor” means each Domestic Subsidiary of GFI that is a Material Subsidiary identified on the signature pages hereto as a “Domestic Guarantor” and each other Person that joins as a Domestic Guarantor of the Obligations pursuant to Section 7.12, together with their respective successors and permitted assigns.

“Domestic Loan Party” means GFI and any Domestic Guarantor.

“Domestic Pledge Agreement” means the pledge agreement dated as of the Closing Date executed in favor of the Administrative Agent by GFI and each of the Domestic Guarantors party thereto, as amended, modified, restated or supplemented from time to time.

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“Domestic Security Agreement” means the security agreement dated as of the Closing Date executed in favor of the Administrative Agent by GFI and each of the Domestic Guarantors, as amended, modified, restated or supplemented from time to time.

“Domestic Subsidiary” means any Subsidiary that is organized under the laws of any political subdivision of the United States.

“Earn Out Obligations” means, with respect to an Acquisition, all obligations of GFI or any Subsidiary to make earn out or other contingency payments pursuant to the documentation relating to such Acquisition.  The amount of any Earn Out Obligation shall be deemed to be the aggregate liability in respect thereof as recorded on the balance sheet of GFI and its Subsidiaries in accordance with GAAP.

“Eligible Assignee” means (a) a Lender; (b) an Affiliate of a Lender; (c) an Approved Fund; and (d) any other Person (other than a natural person) approved by (i) the Administrative Agent (and in the case of an assignment of a Revolving Commitment, the L/C Issuers), and (ii) unless an Event of Default has occurred and is continuing, GFI (each such approval not to be unreasonably withheld or delayed); provided that notwithstanding the foregoing, “Eligible Assignee” shall not include GFI or any of GFI’s Affiliates or Subsidiaries.

“Eligible Reinvestment” means any acquisition of assets or any business (or any substantial part thereof) used or useful in the same or a similar line of business as GFI and its Subsidiaries were engaged in on the Closing Date.

“EMU” means the economic and monetary union in accordance with the Treaty of Rome 1957, as amended by the Single European Act 1986, the Maastricht Treaty of 1992 and the Amsterdam Treaty of 1998.

“EMU Legislation” means the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency.

“Environmental Laws” means any and all federal, state, local, foreign and other applicable statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of GFI, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Equity Issuance” means any issuance by GFI or any Subsidiary to any Person of shares of its Capital Stock, other than (a) any issuance of shares of its Capital Stock pursuant to the exercise of options or warrants, (b) any issuance of shares of its Capital Stock pursuant to the conversion of any debt securities to equity or the conversion of any class of equity securities to any other class of equity securities, (c) any issuance of options or warrants relating to its Capital Stock, and (d) any issuance by GFI of shares of its

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Capital Stock as consideration for a Permitted Acquisition.  The term “Equity Issuance” shall not be deemed to include any Disposition.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with GFI within the meaning of Section 414(b) or (c) of the Internal Revenue Code (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of provisions relating to Section 412 of the Internal Revenue Code).

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by GFI or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by GFI or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) the occurrence of an “accumulated funding deficiency” with respect to any Pension Plan, whether or not waived, as such term is defined in Section 302(a)(2) of ERISA and Section 412(a)(2) of the Internal Revenue Code, (f) an event or condition which could reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; or (g) the imposition of any liability under Section 302(f) or Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon GFI or any ERISA Affiliate.

“Euro” means the lawful currency of the Participating Member States introduced in accordance with the EMU Legislation.

“Eurocurrency Rate” means, for any Interest Period with respect to a Eurocurrency Rate Loan, the rate per annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for deposits in the relevant currency (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period.  If such rate is not available at such time for any reason, then the “Eurocurrency Rate” for such Interest Period shall be the rate per annum determined by the Administrative Agent to be the rate at which deposits in the relevant currency for delivery on the first day of such Interest Period in Same Day Funds in the approximate amount of the Eurocurrency Rate Loan being made, continued or converted by Bank of America and with a term equivalent to such Interest Period would be offered by Bank of America’s London Branch (or other Bank of America branch or Affiliate) to major banks in the London or other offshore interbank market for such currency at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period.

“Eurocurrency Rate Loan” means a Loan that bears interest at a rate based on the Eurocurrency Rate.  All Loans denominated in an Alternative Currency must be Eurocurrency Rate Loans.

“Event of Default” has the meaning specified in Section 9.01.

“Excluded Taxes” means, with respect to the Administrative Agent, any Lender, any L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of the applicable Borrower hereunder, (a) taxes imposed on or measured by its overall net income (however denominated),

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and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located, (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which a Borrower is located and (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by a Borrower under Section 11.14), any withholding tax (i) that is imposed by the United States on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates a new Lending Office), (ii) is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 3.01(e), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from the applicable Borrower with respect to such withholding tax pursuant to Section 3.01(a) or (iii) that is imposed by the United Kingdom and arises solely as a result of such Foreign Lender’s designation of a new Lending Office (other than at the request of the Borrower pursuant to Section 3.06(a)).

“Facilities” means, at any time, a collective reference to the facilities and real properties owned, leased or operated by GFI or any Subsidiary.

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent.

“Fee Letter” means the letter agreement dated May 13, 2004 among GFI, Bank of America and BAS.

“Fenics” means Fenics Limited, a company incorporated under the laws of England and Wales.

“Fenics Software” means Fenics Software Limited, a company incorporated under the laws of England and Wales.

“Fenics Software Pledge Agreement” means the pledge agreement dated as of the Closing Date executed in favor of the Administrative Agent by Fenics Software, as amended, modified, restated or supplemented from time to time.

“Foreign Borrower” has the meaning provided in the introductory paragraph.

“Foreign Guarantors” means each Foreign Subsidiary of GFI that is a Material Subsidiary identified on the signature pages hereto as a “Foreign Guarantor” and each other Person that joins as a Foreign Guarantor pursuant to Section 7.12, together with their respective successors and permitted assigns.

“Foreign L/C Obligations” means, as at any date of determination, the aggregate undrawn amount of all outstanding Letters of Credit denominated in Alternative Currencies plus the aggregate of all Unreimbursed Amounts related to such Letters of Credit, including all L/C Borrowings relating thereto.  For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its

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terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“Foreign Lender” means, with respect to any Borrower, any Lender that is organized under the laws of, or is making a Loan through a Lending Office or other branch located in, a jurisdiction other than that in which such Borrower is resident for tax purposes.  For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“Foreign Loan Party” means any Loan Party that is not a Domestic Loan Party.

“Foreign Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Foreign Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against the any Foreign Loan Party of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. The foregoing shall also include any Swap Contract between any Foreign Loan Party and any Lender or Affiliate of a Lender and all obligations under any Treasury Management Agreement between any Foreign Loan Party and any Lender or an Affiliate of a Lender.

“Foreign Pledge Agreement” means any pledge agreement or similar document governed by laws other than the laws of the state of New York entered into by any Loan Party in favor of the Administrative Agent, in accordance with the terms hereof, as amended, modified, restated or supplemented from time to time.

“Foreign Security Agreement” means any debentures, security agreement or similar document governed by laws other than the laws of the state of New York entered into by any Loan Party in favor of the Administrative Agent, in accordance with the terms hereof, as amended, modified, restated or supplemented from time to time.

“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“Funded Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a)all obligations for borrowed money, whether current or long-term (including the Obligations) and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b)all purchase money Indebtedness;

(c)all obligations arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;

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(d)all obligations in respect of the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business), including without limitation, any Earn Out Obligations;

(e)the Attributable Indebtedness of Capital Leases and Synthetic Leases;

(f)the Attributable Indebtedness of Securitization Transactions;

(g)all preferred stock or other equity interests providing for mandatory redemptions, sinking fund or like payments prior to the Maturity Date (excluding, for the avoidance of doubt, the Series C Convertible Preferred);

(h)all Guarantees with respect to Indebtedness of the types specified in clauses (a) through (g) above of another Person; and

(i)all Indebtedness of the types referred to in clauses (a) through (h) above of any partnership or joint venture for which such Person is liable for all of the obligations of such joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or joint venturer, except to the extent such Indebtedness is expressly made non-recourse to such Person.

For purposes hereof, (x) the amount of any obligation arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments shall be the maximum amount available to be drawn thereunder and (y) the amount of any Guarantee shall be the amount of the Indebtedness subject to such Guarantee.

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board, consistently applied.

“GFI LLC” means GFI Group LLC, a New York limited liability company.

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to

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protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person.  The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith.  The term “Guarantee” as a verb has a corresponding meaning.

“Guaranty” means the Guaranty made by the Guarantors in favor of the Administrative Agent and the Lenders pursuant to Article IV hereof.

“Guarantors” means a collective reference to (a) GFI, in its capacity as a guarantor of the Foreign Obligations, (b) the Domestic Guarantors and (c) the Foreign Guarantors.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Honor Date” has the meaning set forth in Section 2.03(c).

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a)all Funded Indebtedness;

(b)net obligations under any Swap Contract;

(c)all Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) and (b) above of any other Person; and

(d)all Indebtedness of the types referred to in clauses (a) through (c) above of any partnership or joint venture for which such Person is liable for all of the obligations of such joint venture (other than a joint venture that is itself a corporation or limited liability company) in which a Borrower or a Subsidiary is a general partner or joint venturer, unless such Indebtedness is expressly made non-recourse to such Borrower or such Subsidiary.

For purposes hereof (y) the amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date and (z) the amount of any Guarantee shall be the amount of the Indebtedness subject to such Guarantee.

“Indemnified Taxes” means Taxes other than Excluded Taxes.

“Indemnitees” has the meaning specified in Section 11.04.

“Interest Payment Date” means (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date; provided, however, that if any Interest Period for a Eurocurrency Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan, the last Business Day of each March, June, September and December and the Maturity Date.

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“Interest Period” means, as to each Eurocurrency Rate Loan, the period commencing on the date such Eurocurrency Rate Loan is disbursed or converted to or continued as a Eurocurrency Rate Loan and ending on the date (a) one, two, three or six months thereafter, as selected by the applicable Borrower in its Loan Notice or (b) any other date thereafter selected by the applicable Borrower and approved by the Lenders; provided that:

(i)any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(ii)any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(iii)no Interest Period shall extend beyond the Maturity Date.

“Interim Financial Statements” has the meaning set forth in Section 5.01(c)(ii).

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Capital Stock of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person, or (c) an Acquisition.  For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

“Involuntary Disposition” means any loss of, damage to or destruction of, or any condemnation or other taking for public use of, any Property of GFI or any of its Subsidiaries.

“IP Rights” has the meaning set forth in Section 6.17.

“IRS” means the United States Internal Revenue Service.

“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance).

“Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by an L/C Issuer and the applicable Borrower (or any Subsidiary) or in favor of the applicable L/C Issuer and relating to any such Letter of Credit.

“Joinder Agreement” means a joinder agreement substantially in the form of Exhibit E executed and delivered by a Loan Party in accordance with the provisions of Section 7.12.

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“JPI Senior Subordinated Loan Agreement” means that certain Senior Subordinated Loan Agreement dated as of October 1, 2001 by and between the Parent and GFI LLC, as amended by that certain Amendment to Senior Subordinated Loan Agreement dated as of January 25, 2002 and that certain Amendment No. 2 to Senior Subordinated Loan Agreement dated as of June 3, 2002, as further amended or modified from time to time in accordance with the terms thereof and hereof.

“JPI Subordinated Debt Documents” means the JPI Senior Subordinated Loan Agreement, the Notes (as defined in the JPI Senior Subordinated Loan Agreement), the Parent Guaranty (as defined in the JPI Senior Subordinated Loan Agreement), the Affiliate Guaranty (as defined in the JPI Senior Subordinated Loan Agreement) and all other documents, instruments and agreements executed and/or delivered in connection therewith.

“JPI Subordinated Indebtedness” means the secured subordinated indebtedness in the principal amount of $9,250,000 (plus interest accrued thereon) incurred by GFI LLC, and guaranteed by GFI and certain affiliates of GFI LLC, pursuant to the JPI Subordinated Debt Documents.

“Laws” means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“L/C Advance” means, with respect to each Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Pro Rata Share.

“L/C Borrowing” means an extension of credit in Dollars resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Borrowing of Revolving Loans.

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

“L/C Issuers” means (i) Bank of America, (ii) any other Lender in its capacity as issuer of Letters of Credit hereunder who has been selected by GFI and who has agreed to be an L/C Issuer hereunder in accordance with the terms hereof and (iii) any successor issuer of Letters of Credit hereunder appointed in accordance with the terms hereof, and “L/C Issuer” means any one of them.

“L/C Obligations” means, as at any date of determination, the aggregate undrawn amount of all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings.  For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“Lenders” means each of the Persons identified as a “Lender” on the signature pages hereto and their successors and assigns and, as the context requires, includes any L/C Issuers.

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify GFI and the Administrative Agent.

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“Letter of Credit” means any standby letter of credit issued hereunder.

“Letter of Credit Application” means an application and agreement for the issuance or amendment of a letter of credit in the form from time to time in use by the applicable L/C Issuer.

“Letter of Credit Expiration Date” means the day that is 30 days prior to the Maturity Date then in effect (or, if such day is not a Business Day, the next preceding Business Day).

“Letter of Credit Fee” has the meaning specified in Section 2.03(i).

“Letter of Credit Sublimit” means an amount equal to the lesser of (a) the Aggregate Revolving Commitments and (b) THIRTY MILLION DOLLARS ($30,000,000), as such amount may be increased pursuant to Section 2.02.  The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Revolving Commitments.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, and any financing lease having substantially the same economic effect as any of the foregoing).

“Loan” means an extension of credit by a Lender to a Borrower under Article II in the form of a Revolving Loan.

“Loan Documents” means this Agreement, each Note, each Letter of Credit, each Letter of Credit Application, each Joinder Agreement, the Collateral Documents, each Issuer Document, each Request for Credit Extension, each Compliance Certificate, the Fee Letter and each other document, instrument or agreement from time to time executed by GFI or any of its Subsidiaries or any Responsible Officer thereof and delivered in connection with this Agreement.

“Loan Notice” means a notice of (a) a Borrowing of Revolving Loans, (b) a conversion of Loans from one Type to the other, or (c) a continuation of Eurocurrency Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A.

“Loan Parties” means, collectively, GFI, the Foreign Borrower and each Guarantor, and “Loan Party” means any one of them.

“Mandatory Cost” means, with respect to any period, the percentage rate per annum determined in accordance with Schedule 1.01.

“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, condition (financial or otherwise) or prospects of GFI and its Subsidiaries taken as a whole; (b) a material impairment of the ability of any Loan Party to perform its material obligations under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party.

“Material Subsidiary” means, as of any date of determination, any Subsidiary of GFI that (i) has on such date Total Assets constituting five percent or more of Consolidated Total Assets or (ii) for the twelve month period most recently ended has revenues constituting five percent or more of the

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consolidated revenues of GFI and its Subsidiaries for such period, as determined in accordance with GAAP.

“Maturity Date” means April 1, 2007; provided that, in the event that all of the Series C Convertible Preferred is converted into common stock or retired by GFI prior to April 1, 2007 with proceeds from an initial Public Equity Offering in accordance with the terms of Section 8.06 hereof, then the term “Maturity Date” shall mean August 23, 2007.

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which GFI or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“Net Cash Proceeds” means the aggregate proceeds received in cash or Cash Equivalents by GFI or any Subsidiary in respect of any Disposition, Debt Issuance, or Involuntary Disposition, net of (a) direct costs incurred in connection therewith (including, without limitation, legal, accounting and investment banking fees, underwriting discounts and sales commissions, but only to the extent owing or paid to a Person that is not an Affiliate of a Borrower), (b) taxes paid or payable as a result thereof, and (c) in the case of any Disposition, the amount necessary to retire any Indebtedness secured by a Permitted Lien (ranking senior to any Lien of the Administrative Agent) on the related Property; it being understood that “Net Cash Proceeds” shall include, without limitation, any cash or Cash Equivalents received upon the sale or other disposition of any non-cash consideration received by GFI or any Subsidiary in any Disposition, Debt Issuance or Involuntary Disposition; provided, however, that if in connection with a Disposition (other than any Sale and Leaseback Transaction) or Involuntary Disposition (x) GFI shall deliver (A) a certificate of a Responsible Officer to the Administrative Agent at the time of receipt thereof setting forth GFI’s intention to make Eligible Reinvestments and (y) no Default or Event of Default shall have occurred and shall be continuing at the time of such certificate or at the time such proceeds are contractually committed to be used, such proceeds shall not constitute Net Cash Proceeds except to the extent not so used or contractually committed to be used at the end of the Application Period, at which time such proceeds shall be deemed to be Net Cash Proceeds.

“Note” or “Notes” means the Revolving Notes, individually or collectively, as appropriate.

“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. The foregoing shall also include any Swap Contract between any Loan Party and any Lender or Affiliate of a Lender and all obligations under any Treasury Management Agreement between any Loan Party and any Lender or an Affiliate of any Lender.

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the

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jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Other Taxes” means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

“Outstanding Amount” means (i) with respect to any Loans on any date, the Dollar Equivalent amount of the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of any Loans occurring on such date; and (ii) with respect to any L/C Obligations on any date, the Dollar Equivalent amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements of outstanding unpaid drawings under any Letters of Credit or any reductions in the maximum amount available for drawing under Letters of Credit taking effect on such date.

“Overnight Rate” means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the Federal Funds Rate and (ii) an overnight rate determined by the Administrative Agent, or the applicable L/C Issuer as the case may be, in accordance with banking industry rules on interbank compensation, and (b) with respect to any amount denominated in an Alternative Currency, the rate of interest per annum at which overnight deposits in the applicable Alternative Currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by a branch or Affiliate of Bank of America in the applicable offshore interbank market for such currency to major banks in such interbank market.

“Parent” means Jersey Partners Inc., a New York corporation.

“Participant” has the meaning specified in Section 11.06(d).

“Participating Member State” means each state so described in any EMU Legislation.

“PBGC” means the Pension Benefit Guaranty Corporation.

“Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by GFI or any ERISA Affiliate or to which GFI or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five plan years.

“Permitted Acquisition” means Investments consisting of an Acquisition by GFI or any Subsidiary, provided that (i) the Property acquired (or the Property of the Person acquired) in such Acquisition is used or useful in the same or a similar line of business as GFI and its Subsidiaries were engaged in on the Closing Date (or any reasonable extensions or expansions thereof), (ii) in the case of an Acquisition of the Capital Stock of another Person, the board of directors (or other comparable governing body) of such other Person shall have duly approved such Acquisition, (iii) after giving effect to any such Acquisition, the Loan Parties are in compliance with the financial covenants set forth in Section 8.11 as of the end of the most recent calendar month for which GFI has delivered financial statements pursuant to Section 7.01(c), and at least five days prior to the date of the closing of any such Acquisition, GFI shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to such Acquisition on a Pro Forma Basis the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11

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as of the end of the most recent calendar month for which GFI has delivered financial statements pursuant to Section 7.01(c), (iv) the representations and warranties made by any Loan Party in any Loan Document shall be true and correct in all material respects at and as if made as of the date of such Acquisition (after giving effect thereto) except to the extent such representations and warranties expressly relate to an earlier date, (v) no Default or Event of Default has occurred and is continuing or would result therefrom, (vi) if such transaction involves the purchase of an interest in a partnership between GFI (or a Subsidiary of GFI) as a general partner and entities unaffiliated with GFI or such Subsidiary as the other partners, such transaction shall be effected by having such equity interest acquired by a corporate holding company directly or indirectly wholly-owned by GFI newly formed for the sole purpose of effecting such transaction and (vii) after giving effect to such Acquisition, (a) prior to the consummation of an initial Public Equity Offering, (1) the aggregate consideration (including cash and non-cash consideration, any assumption of liabilities, and any earn-out obligations) for all such Acquisitions shall not exceed $10,000,000 for any fiscal year and (2) the aggregate cash consideration (including any promissory notes, assumption of liabilities, and any earn-out obligations) for all such Acquisitions shall not exceed $5,000,000 for any fiscal year and (b) after the consummation of an initial Public Equity Offering, (1) the aggregate consideration (including cash and non-cash consideration, any assumption of liabilities, and any earn-out obligations) for all such Acquisitions shall not exceed $20,000,000 for any fiscal year and (2) the aggregate cash consideration (including any promissory notes, assumption of liabilities, and any earn-out obligations) for all such Acquisitions shall not exceed $10,000,000 for any fiscal year.

“Permitted Investments” means, at any time, Investments by GFI or any of its Subsidiaries permitted to exist at such time pursuant to the terms of Section 8.02.

“Permitted Liens” means, at any time, Liens in respect of Property of GFI or any of its Subsidiaries permitted to exist at such time pursuant to the terms of Section 8.01.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established by GFI or, with respect to any such plan that is subject to Section 412 of the Internal Revenue Code or Title IV of ERISA, any ERISA Affiliate.

“Pledge Agreements” means a collective reference to the Domestic Pledge Agreement, the Foreign Pledge Agreement and the Fenics Software Pledge Agreement.

“Pro Forma Basis” means, for purposes of calculating the financial covenants set forth in Section 8.11 (including for purposes of determining the Applicable Margin), that any Disposition, Involuntary Disposition or Acquisition shall be deemed to have occurred as of the first day of the most recent twelve month period preceding the date of such transaction for which GFI has delivered financial statements pursuant to Section 7.01(a) or (b).  In connection with the foregoing, (a) with respect to any Disposition or Involuntary Disposition, (i) income statement and cash flow statement items (whether positive or negative) attributable to the Property disposed of shall be excluded to the extent relating to any period occurring prior to the date of such transaction and (ii) Indebtedness which is retired shall be excluded and deemed to have been retired as of the first day of the applicable period and (b) with respect to any Acquisition (i) income statement items (whether positive or negative) attributable to the Person or Property acquired shall be included to the extent relating to any period applicable in such calculations to the extent (A) such items are not otherwise included in such income statement items for GFI and its Subsidiaries in accordance with GAAP or in accordance with any defined terms set forth in Section 1.01 and (B) such items are supported by audited financial statements or other information reasonably satisfactory to the Administrative Agent and (ii) any Indebtedness incurred or assumed by GFI or any

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Subsidiary (including the Person or Property acquired) in connection with such transaction and any Indebtedness of the Person or Property acquired which is not retired in connection with such transaction (A) shall be deemed to have been incurred as of the first day of the applicable period and (B) if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination.

“Pro Forma Compliance Certificate” means a certificate of a Responsible Officer of GFI containing reasonably detailed calculations of the financial covenants set forth in Section 8.11 as of the most recent calendar month end for which GFI has delivered financial statements pursuant to Section 7.01(c) after giving effect to the applicable transaction on a Pro Forma Basis.

“Pro Rata Share” means, as to each Lender at any time, a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Revolving Commitment of such Lender at such time and the denominator of which is the amount of the Aggregate Revolving Commitments at such time; provided that if the commitment of each Lender to make Revolving Loans and the obligation of each L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 9.02, then the Pro Rata Share of each Lender shall be determined based on the Pro Rata Share of such Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof.  The initial Pro Rata Share of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

“Property” means any interest of any kind in any property or asset, whether real, personal or mixed, or tangible or intangible.

“Public Equity Offering” means an underwritten public offering of common stock by GFI pursuant to a registration statement filed with the SEC in accordance with the Securities Act.

“Register” has the meaning specified in Section 11.06(c).

“Regulated Subsidiary” means GFI Brokers Limited, GFI Securities Limited, GFInet UK Limited, GFI Securities LLC, GFI (HK) Securities LLC, and GFI Group Pte. Ltd. and any other Subsidiary of GFI which is required by Law to maintain for trading purposes minimum levels of solvency, or capital, or net assets that would not be achieved if it provided a full and unconditional guaranty of the Obligations.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty-day notice period has been waived.

“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Loans, a Loan Notice and (b) with respect to an L/C Credit Extension, a Letter of Credit Application.

“Required Lenders” means, at any time, Lenders holding in the aggregate more than fifty percent (50%) of (a) the Revolving Commitments or (b) if the Revolving Commitments have been terminated, the outstanding Loans, L/C Obligations and participations therein.  The Revolving Commitments of, and the

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outstanding Loans held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“Responsible Officer” means the chief executive officer, president, chief financial officer, general counsel or corporate controller of a Loan Party and, with respect to any Foreign Loan Party, any senior managing director, chief operating officer, managing director or company secretary.  Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Capital Stock of GFI or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Capital Stock or of any option, warrant or other right to acquire any such Capital Stock.

“Revaluation Date” means (a) with respect to any Loan, each of the following:  (i) each date of a Borrowing of a Eurocurrency Rate Loan denominated in an Alternative Currency, (ii) each date of a continuation of a Eurocurrency Rate Loan denominated in an Alternative Currency pursuant to Section 2.02, and (iii) such additional dates as the Administrative Agent shall determine or the Required Lenders shall require; and (b) with respect to any Letter of Credit, each of the following:  (i) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (ii) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (iii) each date of any payment by the applicable L/C Issuer under any Letter of Credit denominated in an Alternative Currency, and (iv) such additional dates as the Administrative Agent or the applicable L/C Issuer shall determine or the Required Lenders shall require.

“Revolving Commitment” means, as to each Lender, its obligation to (a) make Revolving Loans to the Borrowers pursuant to Section 2.01 and (b) purchase participations in L/C Obligations, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

“Revolving Loan” has the meaning specified in Section 2.01.

“Revolving Note” has the meaning specified in Section 2.10(a).

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. and any successor thereto.

“Sale and Leaseback Transaction” means, with respect to GFI or any Subsidiary, any arrangement, directly or indirectly, with any person whereby GFI or such Subsidiary shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred.

“Same Day Funds” means (a) with respect to disbursements and payments in Dollars, immediately available funds, and (b) with respect to disbursements and payments in an Alternative Currency, same day or other funds as may be determined by the Administrative Agent or the applicable

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L/C Issuer, as the case may be, to be customary in the place of disbursement or payment for the settlement of international banking transactions in the relevant Alternative Currency.

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Securities Act” means the Securities Act of 1933, as amended, and all regulations issued pursuant thereto.

“Securitization Transaction” means any financing transaction or series of financing transactions (including factoring arrangements) pursuant to which GFI or any Subsidiary may sell, convey or otherwise transfer, or grant a security interest in, accounts, payments, receivables, rights to future lease payments or residuals or similar rights to payment to a special purpose subsidiary or affiliate of GFI.

“Security Agreements” means a collective reference to the Domestic Security Agreement and the Foreign Security Agreement.

“Series A and B Certificates of Designation” means, collectively, the Certificate of Designation. Preferences and Rights of Series A Convertible Preferred Stock of GFI Group, Inc. filed August 23, 2001 and the Certificate of Designation, Preferences and Rights of Series B Convertible Preferred Stock of GFI Group Inc. filed August 23, 2001.

“Series C Convertible Preferred” means GFI’s Series C Convertible Preferred Stock, par value $.01 per share issued pursuant to the Certificate of Designation.

“Solvent” or “Solvency” means, with respect to any Person as of a particular date, that on such date (a) such Person is able to pay its debts and other liabilities, contingent obligations and other commitments as they mature in the ordinary course of business, (b) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature in their ordinary course, (c) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Person’s Property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which such Person is engaged or is to engage, (d) the fair value of the Property of such Person is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person and (e) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured.  In computing the amount of contingent liabilities at any time, it is intended that such liabilities will be computed at the amount which, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Special Notice Currency” means at any time an Alternative Currency, other than the currency of a country that is a member of the Organization for Economic Cooperation and Development at such time located in North America or Europe.

“Spot Rate” for a currency means the rate determined by the Administrative Agent or the applicable L/C Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date as of which the foreign exchange computation is made; providedthat the Administrative Agent or the applicable L/C Issuer may obtain such spot rate from another financial institution designated by the Administrative Agent or the applicable L/C Issuer if the Person acting in such capacity does not have as

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of the date of determination a spot buying rate for any such currency; and provided further that the applicable L/C Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency.

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of Capital Stock having ordinary voting power for the election of directors or other governing body (other than Capital Stock having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person.  Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of GFI.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Synthetic Lease” means any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing arrangement whereby the arrangement is considered borrowed money indebtedness for tax purposes but is classified as an operating lease or does not otherwise appear on the balance sheet under GAAP.

“TARGET Day” means any day on which the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET) payment system (or, if such payment system ceases to be operative, such other payment system (if any) determined by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euro.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Threshold Amount” means $7,500,000.

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“Total Assets” means, as of any date of determination, for any Person, all items, which in accordance with GAAP, would be classified as assets of such Person.

“Total Revolving Outstandings” means the aggregate Outstanding Amount of all Revolving Loans and all L/C Obligations.

“Treasury Management Agreement” means any agreement governing the provision of treasury or cash management services, including deposit accounts, funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services.

“Type” means, with respect to any Loan, its character as a Base Rate Loan or a Eurocurrency Rate Loan.

“Unfunded Pension Liability” means the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Internal Revenue Code for the applicable plan year.

“United States” and “U.S.” mean the United States of America.

“Unreimbursed Amount” has the meaning specified in Section 2.03(c)(i).

“Voting Stock” means, with respect to any Person, Capital Stock issued by such Person, the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even though the right so to vote has been suspended by the happening of such a contingency.

1.02Other Interpretive Provisions.

With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a)The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(b)(i)The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.

(ii)Article, Section, Exhibit and Schedule references are to the Loan Document in which such reference appears.

(iii)The term “including” is by way of example and not limitation.

(iv)The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.

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(c)In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

(d)Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

1.03Accounting Terms.

(a)Except as otherwise specifically prescribed herein, all accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements; provided, however, that calculations of Attributable Indebtedness under any Synthetic Lease or the implied interest component of any Synthetic Lease shall be made by GFI in accordance with accepted financial practice and consistent with the terms of such Synthetic Lease.

(b)GFI will provide a written summary of material changes in GAAP and in the consistent application thereof with each annual and quarterly Compliance Certificate delivered in accordance with Section 7.02(a).  If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either GFI or the Required Lenders shall so request, the Administrative Agent, the Lenders and GFI shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) GFI shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

(c)Notwithstanding the above, the parties hereto acknowledge and agree that all calculations of the financial covenants in Section 8.11 (including for purposes of determining the Applicable Margin) shall be made on a Pro Forma Basis.

1.04Rounding.

Any financial ratios required to be maintained by the Loan Parties pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

1.05References to Agreements and Laws.

Unless otherwise expressly provided herein, (a) references to Organization Documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are not prohibited by any Loan Document; and (b) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.

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1.06Times of Day.

Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

1.07Letter of Credit Amounts.

Unless otherwise specified, all references herein to the amount of a Letter of Credit at any time shall be deemed to mean the maximum face amount of such Letter of Credit after giving effect to all increases thereof contemplated by such Letter of Credit or the Issuer Document related thereto, whether or not such maximum face amount is in effect at such time.

1.08Exchange Rates; Currency Equivalents.

(a)The Administrative Agent or the applicable L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of Credit Extensions and Outstanding Amounts denominated in Alternative Currencies.  Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur.  Except for purposes of financial statements delivered by Loan Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the applicable L/C Issuer, as applicable.

(b)Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Eurocurrency Rate Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing, Eurocurrency Rate Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the applicable L/C Issuer, as the case may be.

1.09Additional Alternative Currencies.

(a)GFI may from time to time request that Eurocurrency Rate Loans be made and/or Letters of Credit be issued in a currency other than those specifically listed in the definition of “Alternative Currency;” provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars.  In the case of any such request with respect to the making of Eurocurrency Rate Loans, such request shall be subject to the approval of the Administrative Agent and the Lenders; and in the case of any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the applicable L/C Issuer.

(b)Any such request shall be made to the Administrative Agent not later than 11:00 a.m., at least 20 Business Days prior to the date of the desired Credit Extension (or such other time or date as may be agreed by the Administrative Agent and, in the case of any such request pertaining to Letters of Credit, the applicable L/C Issuer, in its or their sole discretion).  In the case of any such request pertaining to Eurocurrency Rate Loans, the Administrative Agent shall promptly notify each Lender thereof; and in the case of any such request pertaining to Letters of Credit, the Administrative Agent shall promptly notify the applicable L/C Issuer thereof.  Each Lender (in the case of any such request pertaining to Eurocurrency Rate Loans) or the applicable L/C Issuer (in the case of a request pertaining to Letters of

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Credit) shall notify the Administrative Agent, not later than 11:00 a.m., no later than ten Business Days after receipt of such request whether it consents, in its sole discretion, to the making of EurocurrencyRate Loans or the issuance of Letters of Credit, as the case may be, in such requested currency.

(c)Any failure by a Lender or the applicable L/C Issuer, as the case may be, to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Lender or the applicable L/C Issuer, as the case may be, to permit Eurocurrency Rate Loans to be made or Letters of Credit to be issued in such requested currency.  If the Administrative Agent and all the Lenders consent to making Eurocurrency Rate Loans in such requested currency, the Administrative Agent shall so notify GFI and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Borrowings of Eurocurrency Rate Loans; and if the Administrative Agent and the applicable L/C Issuer consent to the issuance of Letters of Credit insuch requested currency, the Administrative Agent shall so notify GFI and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.09, the Administrative Agent shall promptly so notify GFI.

1.10Change of Currency.

(a)Each obligation of the Borrowers to make a payment denominated in the national currency unit of any member state of the European Union that adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of such adoption (in accordance with the EMU Legislation).  If, in relation to the currency of any such member state, the basis of accrual of interest expressed in this Agreement in respect of that currency shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided that if any Borrowing in the currency of such member state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Borrowing, at the end of the then current Interest Period.

(b)Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant market conventions or practices relating to the Euro.

(c)Each provision of this Agreement also shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect a change in currency of any other country and any relevant market conventions or practices relating to the change in currency.

ARTICLE II

THE COMMITMENTS AND CREDIT EXTENSIONS

2.01Revolving Loans.

Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each such loan, a “Revolving Loan”) to GFI in Dollars or in one or more Alternative Currencies and to the Foreign Borrower in Dollars or in one or more Alternative Currencies from time to time on any

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Business Day during the Availability Period in an aggregate principal amount not to exceed at any time outstanding the amount of such Lender’s Revolving Commitment; provided, however, that after giving effect to any Borrowing of Revolving Loans, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations shall not exceed such Lender’s Revolving Commitment, and (iii) the aggregate Outstanding Amount of all Revolving Loans made in Alternative Currencies plus the Outstanding Amount of Foreign L/C Obligations shall not exceed the Alternative Currency Sublimit; and provided further that the availability of the Aggregate Revolving Commitments at any time for the making of Loans and the issuance of Letters of Credit shall be reduced by the amount of the Alternative Currency Reserve.  Within the limits of each Lender’s Revolving Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.04, and reborrow under this Section 2.01.  Revolving Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein; provided, however, all Borrowings in Alternative Currencies made at any time shall be Eurocurrency Rate Loans.

2.02Borrowings, Conversions and Continuations of Loans.

(a)Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans shall be made upon the applicable Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone.  Each such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of, Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, and (iii) on the requested date of any Borrowing of Base Rate Loans.  Each telephonic notice by a Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the applicable Borrower.  Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof.  Except as provided in Section 2.03(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof.  Each Loan Notice (whether telephonic or written) shall specify (i) whether the applicable Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, (v) the currency of such Loans and (vi) if applicable, the duration of the Interest Period with respect thereto.  If the Foreign Borrower fails to specify a currency in a Loan Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars.  If the applicable Borrower fails to specify a Type of a Loan in a Loan Notice or if the applicable Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Loans denominated in an Alternative Currency, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month.  Any automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans.  If a Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.  No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency.

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(b)Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount (and currency) of its Pro Rata Share of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation of Loans denominated in a currency other than Dollars, in each case as described in the preceding subsection.  In the case of a Borrowing, each Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the Applicable Currency not later than 1:00 p.m., in the case of any Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Loan Notice.  Upon satisfaction of the applicable conditions set forth in Section 5.02 (and, if such Borrowing is the initial Credit Extension, Section 5.01), the Administrative Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of such Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the applicable Borrower; provided, however, that if, on the date of a Borrowing of Revolving Loans, there are L/C Borrowings outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such L/C Borrowings, and second, to the applicable Borrower as provided above.

(c)Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of the Interest Period for such Eurocurrency Rate Loan.  During the existence of a Default or Event of Default, no Loans may be requested as Eurocurrency Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that (i) any or all of the then outstanding Eurocurrency Rate Loans be converted to Base Rate Loans and (ii) any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be redenominated into Dollars in the amount of the Dollar Equivalent thereof, in the case of the preceding clauses (i) and (ii) on the last day of the then current Interest Period with respect thereto.

(d)The Administrative Agent shall promptly notify the applicable Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate.  The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error.  At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrowers and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change.

(e)After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than five Interest Periods in effect with respect to the Revolving Loans.

(f)GFI may at any time and from time to time, upon prior written notice by GFI to the Administrative Agent, increase the Aggregate Revolving Commitments by up to TWENTY MILLION DOLLARS ($20,000,000) with additional Revolving Commitments from any existing Lender or new Revolving Commitments from any other Person selected by GFI and approved by the Administrative Agent (not to be unreasonably withheld); provided that:

(i)any such increase shall be in a minimum principal amount of $5 million and in integral multiples of $1 million in excess thereof;

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(ii)no Default or Event of Default shall be continuing at the time of any such increase;

(iii)no existing Lender shall be under any obligation to increase its Revolving Commitment and any such decision whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion;

(iv)any new Lender shall join this Agreement by executing such joinder documents reasonably required by the Administrative Agent; and

(v)as a condition precedent to such increase, GFI shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the date of such increase (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of GFI, certifying that, before and after giving effect to such increase, (1) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.02(f), the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (2) no Default or Event of Default exists.

Each Borrower shall prepay any Loans owing by it and outstanding on the date of any such increase (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Revolving Commitments arising from any nonratable increase in the Commitments under this Section.  In connection with any such increase in the Aggregate Revolving Commitments, the Letter of Credit Sublimit (but not the Alternative Currency Sublimit) shall be increased by the same amount and Schedule 2.01 shall be revised by the Administrative Agent to reflect the new Revolving Commitments and distributed to the Lenders.

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2.03Letters of Credit.

(a)The Letter of Credit Commitment.

(i)Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of GFI or any of its Subsidiaries denominated in Dollars or in one or more Alternative Currencies or for the account of the Foreign Borrower or any of its Subsidiaries in Dollars or in one or more Alternative Currencies, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrowers or their Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (w) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (x) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations shall not exceed such Lender’s Revolving Commitment, (y) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit and (z) the aggregate Outstanding Amount of all Revolving Loans made in Alternative Currencies plus the Outstanding Amount of Foreign L/C Obligations shall not exceed the Alternative Currency Sublimit; and provided further that the availability of the Aggregate Revolving Commitments at any time for the making of Loans and the issuance of Letters of Credit shall be reduced by the amount of the Alternative Currency Reserve.  Each request by a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the first proviso to the preceding sentence.  Within the foregoing limits, and subject to the terms and conditions hereof, such Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

(ii)No L/C Issuer shall issue any Letter of Credit if:

(A)subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the Required Lenders have approved such expiry date; or

(B)the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date;

(iii)No L/C Issuer shall be under any obligation to issue any Letter of Credit if:

(A)any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any

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unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good faith deems material to it;

(B)the issuance of such Letter of Credit would violate one or more policies of such L/C Issuer applicable to borrowers generally;

(C)except as otherwise agreed by the Administrative Agent and such L/C Issuer, such Letter of Credit is in an initial amount less than $500,000, or is to be denominated in a currency other than Dollars or an Alternative Currency;

(D)such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; or

(E)a default of any Lender’s obligations to fund under Section 2.03(c) exists or any Lender is at such time a Defaulting Lender hereunder, unless such L/C Issuer has entered into satisfactory arrangements with GFI or such Lender to eliminate such L/C Issuer’s risk with respect to such Lender.

(iv)No L/C Issuer shall amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof.

(v)No L/C Issuer shall be under any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

(vi)No L/C Issuer shall be under any obligation to issue or amend any Letter of Credit if such L/C Issuer has received written notice from any Lender, the Administrative Agent or any Loan Party, on or prior to the Business Day prior to the requested date of issuance or amendment of such Letter of Credit, that one or more applicable conditions contained in Article V shall not then be satisfied.

(vi)Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuers.

(b)Procedures for Issuance and Amendment of Letters of Credit; Auto-Renewal Letters of Credit.

(i)Each Letter of Credit shall be issued or amended, as the case may be, upon the request of a Borrower delivered to the applicable L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of such Borrower.  Such Letter of Credit Application must be received by the applicable L/C Issuer and the Administrative Agent (A) not later than 11:00 a.m. at least two (2) Business Days (or such later date and time as the Administrative Agent and applicable L/C Issuer may agree in a particular instance in its sole discretion) prior to the proposed issuance date or date

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of amendment, as the case may be, of any Letter of Credit denominated in Dollars, and (B) not later than 11:00 a.m. at least ten Business Days (or such later date and time as the Administrative Agent and the applicable L/C Issuer may agree in a particular instance in its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be, of any Letter of Credit denominated in an Alternative Currency.  In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the currency of such Letter of Credit and (H) such other matters as the applicable L/C Issuer may reasonably require.  In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as the applicable L/C Issuer may reasonably require.  Additionally, the applicable Borrower shall furnish to the applicable L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the applicable L/C Issuer or the Administrative Agent may reasonably require.

(ii)Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the applicable Borrower and, if not, the applicable L/C Issuer will provide the Administrative Agent with a copy thereof.  Unless the applicable L/C Issuer has received written notice from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions in Article V shall not then be satisfied, then, subject to the terms and conditions hereof, the applicable L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the applicable Borrower (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with the applicable L/C Issuer’s usual and customary business practices.  Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Letter of Credit.

(iii)If a Borrower so requests in any applicable Letter of Credit Application, the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the applicable L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued.  Unless otherwise directed by the applicable L/C Issuer, no Borrower shall be required to make a specific request to the applicable L/C Issuer for any such extension.  Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that the applicable L/C Issuer shall not permit any such extension if (A) the applicable L/C Issuer has determined that it would not be permitted, or would have no

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obligation at such time to issue such Letter of Credit in its revised (as extended) form under the terms hereof (by reason of the provisions in clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or any Loan Party that one or more of the applicable conditions specified in Section 5.02 is not then satisfied, and in each such case directing the applicable L/C Issuer not to permit such extension.

(iv)If a Borrower so requests in any applicable Letter of Credit Application, the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that permits the automatic reinstatement of all or a portion of the stated amount thereof after any drawing thereunder (each, an “Auto-Reinstatement Letter of Credit”).  Unless otherwise directed by the applicable L/C Issuer, no Borrower shall be required to make a specific request to the applicable L/C Issuer to permit such reinstatement.  Once an Auto-Reinstatement Letter of Credit has been issued, except as provided in the following sentence, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to reinstate all or a portion of the stated amount thereof in accordance with the provisions of such Letter of Credit.  Notwithstanding the foregoing, if such Auto-Reinstatement Letter of Credit permits the applicable L/C Issuer to decline to reinstate all or any portion of the stated amount thereof after a drawing thereunder by giving notice of such non-reinstatement within a specified number of days after such drawing (the “Non-Reinstatement Deadline”), the applicable L/C Issuer shall not permit such reinstatement if it has received a notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Reinstatement Deadline (A) from the Administrative Agent that the Required Lenders have elected not to permit such reinstatement or (B) from the Administrative Agent, any Lender or any Borrower that one or more of the applicable conditions specified in Section 5.02 is not then satisfied (treating such reinstatement as an L/C Credit Extension for purposes of this clause) and, in each case, directing the applicable L/C Issuer not to permit such reinstatement.

(v)Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable L/C Issuer will also deliver to the applicable Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.  In addition, on the last Business Day of each month, each L/C issuer will provide to the Administrative Agent a report substantially in the form of Exhibit F hereto, setting forth complete information regarding the outstanding Letters of Credit issued by such L/C Issuer.

(c)Drawings and Reimbursements; Funding of Participations.

(i)Upon receipt from the beneficiary of any Letter of Credit of any notice of drawing under such Letter of Credit, the applicable L/C Issuer shall notify the applicable Borrower and the Administrative Agent thereof.  In the case of a Letter of Credit denominated in an Alternative Currency, the applicable Borrower shall reimburse the applicable L/C Issuer in such Alternative Currency, unless (A) such L/C Issuer (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the applicable Borrower shall have notified such L/C Issuer promptly following receipt of the notice of drawing that it will reimburse such L/C Issuer in Dollars.  In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, the applicable L/C Issuer shall notify the applicable Borrower of the Dollar Equivalent of the amount of the drawing promptly following the

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determination thereof.  Not later than 11:00 a.m. on the date of any payment by the applicable L/C Issuer under a Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the date of any payment by the applicable L/C Issuer under a Letter of Credit to be reimbursed in an Alternative Currency (each such date, an “Honor Date”), the applicable Borrower shall reimburse the applicable L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing and in the Applicable Currency.  If the applicable Borrower fails to so reimburse the applicable L/C Issuer by such time, the Administrative Agent shall promptly notify each Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternative Currency) (the “Unreimbursed Amount”), and the amount of such Lender’s Pro Rata Share thereof.  In such event, GFI shall be deemed to have requested a Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Commitments and the conditions set forth in Section 5.02 (other than the delivery of a Loan Notice).  Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone to a Responsible Officer of GFI if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(ii)Each Lender shall upon any notice pursuant to Section 2.03(c)(i) of the Unreimbursed Amount make funds available to the Administrative Agent for the account of the applicable L/C Issuer, in Dollars, at the Administrative Agent’s Office for Dollar-denominated payments in an amount equal to its Pro Rata Share of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Lender that so makes funds available shall be deemed to have made a Base Rate Loan to GFI in such amount.  The Administrative Agent shall remit the funds so received to the applicable L/C Issuer in Dollars or if requested by the applicable L/C Issuer, the equivalent amount thereof in an Alternative Currency as determined by the Administrative Agent at such time on the basis of the Spot Rate (determined as of such funding date) for the purchase of such Alternative Currency with Dollars.

(iii)With respect to any Unreimbursed Amount that is not fully refinanced by a Borrowing of Base Rate Loans because the conditions set forth in Section 5.02 cannot be satisfied or for any other reason, GFI shall be deemed to have incurred from the applicable L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate.  In such event, each Lender’s payment to the Administrative Agent for the account of the applicable L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.

(iv)Until each Lender funds its Revolving Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the applicable L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share of such amount shall be solely for the account of the applicable L/C Issuer.

(v)Each Lender’s obligation to make Revolving Loans or L/C Advances to reimburse the applicable L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right which

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such Lender may have against any L/C Issuer, any Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Revolving Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 5.02 (other than delivery by the applicable Borrower of a Loan Notice).  Without duplication of any other reimbursement obligation, no such making of an L/C Advance shall relieve or otherwise impair the obligation of the applicable Borrower to reimburse the applicable L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.

(vi)If any Lender fails to make available to the Administrative Agent for the account of the applicable L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), the applicable L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such L/C Issuer at a rate per annum equal to the applicable Overnight Rate from time to time in effect.  A certificate of the applicable L/C Issuer submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error.

(d)Repayment of Participations.

(i)At any time after an L/C Issuer has made a payment under any Letter of Credit and has received from any Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agent receives for the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the applicable Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Pro Rata Share thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent.

(ii)If any payment received by the Administrative Agent for the account of an L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into by such L/C Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of such L/C Issuer its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect.  The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e)Obligations Absolute.  The obligation of a Borrower to reimburse the applicable L/C Issuer for each drawing under each applicable Letter of Credit and to repay each applicable L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i)any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document;

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(ii)the existence of any claim, counterclaim, set-off, defense or other right that any Borrower or any of their Subsidiaries may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the applicable L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii)any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(iv)any payment by the applicable L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the applicable L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law;

(v)any adverse change in the relevant exchange rates or in the availability of the relevant Alternative Currency to the Foreign Borrower or any of its Subsidiaries or in the relevant currency markets generally; or

(vi)any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Borrower or any Subsidiary.

The applicable Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the applicable Borrower’s instructions or other irregularity, the applicable Borrower will immediately notify the applicable L/C Issuer.  The applicable Borrower shall be conclusively deemed to have waived any such claim against the applicable L/C Issuer and its correspondents unless such notice is given as aforesaid.

(f)Role of L/C Issuers.  Each Lender and each Borrower agrees that, in paying any drawing under a Letter of Credit, no L/C Issuer shall have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document.  None of the L/C Issuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document.  The Borrowers hereby assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ pursuing such rights and remedies as they may have against the beneficiary or transferee at law or under any other agreement.  None of the L/C Issuers, the Administrative Agent, any of their respective Related Parties, nor any correspondent, participant or assignee of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(e); provided,

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however, that anything in such clauses to the contrary notwithstanding, the applicable Borrower may have a claim against the applicable L/C Issuer, and the applicable L/C Issuer may be liable to the applicable Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Borrower which such Borrower proves were caused by the applicable L/C Issuer’s willful misconduct or gross negligence or the applicable L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit.  In furtherance and not in limitation of the foregoing, each L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no L/C Issuer shall be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

(g)Cash Collateral.

(i)Upon the request of the Administrative Agent, (A) if an L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (B) if, as of the Letter of Credit Expiration Date, any L/C Obligations for any reason remains outstanding, the applicable Borrower shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations.

(ii)In addition, if the Administrative Agent notifies GFI at any time that the Outstanding Amount of all L/C Obligations at such time exceeds 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, GFI shall Cash Collateralize (and/or cause the Foreign Borrower to Cash Collateralize) the L/C Obligations in an amount equal to the amount by which the Outstanding Amount of all L/C Obligations exceeds the Letter of Credit Sublimit.

(iii)The Administrative Agent may, at any time and from time to time after the initial deposit of Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of exchange rate fluctuations.

(iv)Section 2.04 and 9.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder.  For purposes of this Section 2.03, Section 2.04 and Section 9.02(c), “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the applicable L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the applicable L/C Issuer (which documents are hereby consented to by the Lenders).  Derivatives of such term have corresponding meanings.  Each Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuers and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing.  Cash collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America.

(h)Applicability of ISP98.  Unless otherwise expressly agreed by the applicable L/C Issuer and the applicable Borrower when a Letter of Credit is issued, the rules of the ISP shall apply to each Letter of Credit.

(i)Letter of Credit Fees.  Each Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Pro Rata Share a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit for which it is responsible equal to the Applicable Margin times the daily

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maximum amount available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit).  Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand.  If there is any change in the Applicable Margin during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect.  Notwithstanding anything to the contrary contained herein, upon the request of the Required Lenders, while an Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

(j)Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers.  The applicable Borrower shall pay directly to the applicable L/C Issuer for its own account a fronting fee with respect to each Letter of Credit issued by it, at a rate of 0.125% per annum, computed on the Dollar Equivalent of the actual daily maximum amount available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit), on a quarterly basis in arrears, and due and payable on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand.  In addition, the applicable Borrower shall pay directly to the applicable L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such L/C Issuer relating to letters of credit as from time to time in effect.  Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

(k)Conflict with Issuer Documents.  In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.

(l)Letters of Credit Issued for Subsidiaries.  Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, the applicable Borrower shall be obligated to reimburse the applicable L/C Issuer hereunder for any and all drawings under such Letter of Credit.  Each Borrower hereby acknowledges that the issuance of Letters of Credit for the account of its Subsidiaries inures to the benefit of such Borrower, and that such Borrower’s business derives substantial benefits from the businesses of such Subsidiaries.

2.04Prepayments.

(a)Voluntary Prepayments of Loans.  Each Borrower may, upon notice from GFI to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding), (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding), and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding).  Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid.  The

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Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment.  If such notice is given by GFI, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.  Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05.  Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares.

(b)Mandatory Prepayments of Loans.

(i)(A)  Revolving Commitments.  If for any reason the Total Revolving Outstandings at any time exceed the Aggregate Revolving Commitments then in effect, GFI shall immediately prepay (or cause to be prepaid) Revolving Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that GFI shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b)(i) unless after the prepayment in full of the Revolving Loans the Total Revolving Outstandings exceed the Aggregate Revolving Commitments then in effect.  The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations.

(B)Alternative Currency Sublimit.  If the Administrative Agent notifies GFI at any time that as of the most recent Revaluation Date the Outstanding Amount of all Loans denominated in Alternative Currencies at such time exceeds the Alternative Currency Sublimit then in effect, then, within five (5) Business Days after receipt of such notice, GFI shall prepay (or cause to be prepaid) Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of paymentto an amount not to exceed the Alternative Currency Sublimit then in effect.

(ii)Dispositions and Involuntary Dispositions.  Except as otherwise consented to in writing by the Required Lenders, GFI shall promptly, and in any event within five (5) Business Days following the end of the related Application Period, prepay (or cause to be prepaid) the Revolving Loans and Cash Collateralize the L/C Obligations in an aggregate amount equal to 100% of the Net Cash Proceeds of all Dispositions and Involuntary Dispositions to the extent that (a) (1) the Net Cash Proceeds of all Dispositions and Involuntary Dispositions received after the Closing Date exceed $15 million or (2) the Net Cash Proceeds of any single Disposition or Involuntary Disposition exceed $5 million and (b) the Net Cash Proceeds of such Disposition or Involuntary Disposition are not applied (or caused to be applied) by the Loan Parties during the related Application Period to make Eligible Reinvestments as contemplated by the terms of Section 8.05.  Any prepayment pursuant to this clause (ii) shall be applied as set forth in clause (iv) below.

(iii)Debt Issuances.  Promptly, and in any event within five (5) Business Days, upon receipt by GFI or any Subsidiary of the Net Cash Proceeds of any Debt Issuance, GFI shall prepay (or cause to be prepaid) the Revolving Loans and Cash Collateralize the L/C Obligations in an aggregate amount equal to 100% of such Net Cash Proceeds of all Debt Issuances.  Any prepayment pursuant to this clause (iii) shall be applied as set forth in clause (iv) below.

(iv)Application of Mandatory Prepayments.  All amounts required to be paid pursuant to Section 2.04(b) shall be applied as follows:

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(A)with respect to all amounts prepaid pursuant to Section 2.04(b)(i)(A) and (B), to Revolving Loans and (after all Revolving Loans have been repaid) to Cash Collateralize L/C Obligations; and

(B)with respect to all amounts prepaid pursuant to Section 2.04(b)(ii) or (iii), to the Revolving Loans and (after all Revolving Loans have been repaid) to Cash Collateralize L/C Obligations with, in each case, a corresponding permanent reduction in the Aggregate Revolving Commitments.

Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurocurrency Rate Loans in direct order of Interest Period maturities.  All prepayments under this Section 2.04(b) shall be subject to Section 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

2.05Termination or Reduction of Aggregate Revolving Commitments.

GFI may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans and L/C Obligations plus the Alternative Currency Reserve; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Alternative Currency Sublimit exceeds the amount of the Aggregate Revolving Commitments, such sublimit shall be automatically reduced by the amount of such excess.  The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments.  The amount of any such aggregate commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by GFI or as required by clause (iii) of the immediately preceding sentence.  Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Lender according to its Pro Rata Share.  All fees accrued with respect thereto until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination.

2.06Repayment of Loans.

Each Borrower shall repay to the Lenders on the Maturity Date the aggregate principal amount of all Revolving Loans made to such Borrower outstanding on such date.

2.07Interest.

(a)Subject to the provisions of subsection (b) below, (i) each Eurocurrency Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the sum of (A) the Eurocurrency Rate for such Interest Period plus (B) the Applicable Margin plus (C) (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom or a Participating Member State) the Mandatory Cost; and (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Margin.

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(b)Upon the occurrence and during the continuation of an Event of Default, at the direction of the Required Lenders (or automatically if the Event of Default is pursuant to Section 9.01(g)), all outstanding Obligations shall bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(c)Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein.  Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

2.08Fees.

In addition to certain fees described in subsections (i) and (j) of Section 2.03:

(a)Commitment Fee.  GFI shall pay (and/or cause to be paid by the Foreign Borrower) to the Administrative Agent for the account of each Lender in accordance with its Pro Rata Share, a commitment fee in Dollars equal to the product of (i) the Applicable Margin times (ii) the actual daily amount by which the Aggregate Revolving Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of L/C Obligations.  The commitment fee shall accrue at all times during the Availability Period, including at any time during which one or more of the applicable conditions in Article V is not met, and the commitment fee shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date.  The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect.

(b)Fee Letter.  GFI shall (without duplication of fees described in Section 2.03(j)) pay (and/or cause to be paid by the Foreign Borrower) to BAS and the Administrative Agent for their own respective accounts, in Dollars, fees in the amounts and at the times specified in the Fee Letter.  Such fees shall be fully earned when paid and shall be non-refundable for any reason whatsoever.

2.09Computation of Interest and Fees.

All computations of interest for Base Rate Loans when the Base Rate is determined by Bank of America’s “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed.  All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Alternative Currencies as to which market practice differs from the foregoing, in accordance with such market practice.  Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.11(a), bear interest for one day.  Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

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2.10Evidence of Debt.

(a)The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business.  The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrowers and the interest and payments thereon.  Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder to pay any amount owing with respect to the Obligations.  In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.  Upon the request of any Lender made through the Administrative Agent, the applicable Borrower shall execute and deliver to such Lender (through the Administrative Agent) a promissory note, which shall evidence such Lender’s Loans to such Borrower in addition to such accounts or records.  Each such promissory note shall be in the form of Exhibit B (a “Revolving Note”).  Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount, currency and maturity of its Loans and payments with respect thereto.

(b)In addition to the accounts and records referred to in subsection (a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit.  In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

2.11Payments Generally; Administrative Agent’s Clawback.

(a)General.  All payments to be made by each Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff.  Except as otherwise expressly provided herein and except with respect to principal of and interest on Loans denominated in an Alternative Currency, all payments by each Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in Same Day Funds not later than 2:00 p.m. on the date specified herein.  Except as otherwise expressly provided herein, all payments by each Borrower hereunder with respect to principal and interest on Loans denominated in an Alternative Currency shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in such Alternative Currency and in Same Day Funds not later than the Applicable Time specified by the Administrative Agent on the dates specified herein.  If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, such Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount.  The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office.  All payments received by the Administrative Agent (i) after 2:00 p.m., in the case of payments in Dollars, or (ii) after the Applicable Time specified by the Administrative Agent in the case of payments in an Alternative Currency, shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.  If any payment to be made by any Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

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(b)Insufficient Funds.  If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, L/C Borrowings, interest and fees then due hereunder, such funds shall be applied (i) first, toward costs and expenses (including Attorney Costs and amounts payable under Article III) incurred by the Administrative Agent and each Lender, (ii) second, toward repayment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (iii) third, toward repayment of principal and L/C Borrowings then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and L/C Borrowings then due to such parties.

(c)(i)  Funding by Lenders; Presumption by Administrative Agent.  Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Revolving Loan that such Lender will not make available to the Administrative Agent such Lender’s share of such Revolving Loan, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount.  In such event, if a Lender has not in fact made its share of the applicable Revolving Loan available to the Administrative Agent, then the applicable Lender and the applicable Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in Same Day Funds with interest thereon, for each day from and including the date such amount is made available to such Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the Overnight Rate and (B) in the case of a payment to be made by such Borrower, the interest rate applicable to Base Rate Loans.  If such Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to such Borrower the amount of such interest paid by such Borrower for such period.  If such Lender pays its share of the applicable Revolving Loan to the Administrative Agent, then the amount so paid shall constitute such Lender’s Revolving Loan included in such Borrowing.  Any payment by a Borrower shall be without prejudice to any claim such Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

(ii)Payments by Borrowers; Presumptions by Administrative Agent.  Unless the Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or an L/C Issuer hereunder that such Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the applicable L/C Issuer, as the case may be, the amount due.  In such event, if such Borrower has not in fact made such payment, then each of the Lenders or the applicable L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the applicable L/C Issuer, in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Overnight Rate.

A notice of the Administrative Agent to any Lender or any Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest error.

(d)Failure to Satisfy Conditions Precedent.  If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the applicable Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article V are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

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(e)Obligations of Lenders Several.  The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and to make payments pursuant to Section 11.04(c) are several and not joint.  The failure of any Lender to make any Loan, to fund any such participation or to make any payment under Section 11.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 11.04(c).

(f)Funding Source.  Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

2.12Sharing of Payments by Lenders.

If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Revolving Loans made by it, or the participations in L/C Obligations held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Loans or participations and accrued interest thereon greater than its Pro Rata Share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Revolving Loans and subparticipations in L/C Obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and participations and other amounts owing them, provided that:

(a)if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(b)the provisions of this Section shall not be construed to apply to (x) any payment made by any Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Revolving Loans or subparticipations in L/C Obligations to any assignee or participant, other than to a Borrower or any Subsidiary thereof (as to which the provisions of this Section shall apply).

Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party’s rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.

ARTICLE III

TAXES, YIELD PROTECTION AND ILLEGALITY

3.01Taxes.

(a)Payments Free of Taxes.  Any and all payments by or on account of any obligation of the respective Borrowers hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the applicable Borrower shall be required by applicable law to deduct any Indemnified Taxes (including any

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Other Taxes) from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Borrower shall make such deductions and (iii) such Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

(b)Payment of Other Taxes by the Borrowers.  Without limiting the provisions of subsection (a) above, each Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c)Indemnification by the Borrowers.  Each Borrower shall indemnify the Administrative Agent, each Lender and each L/C Issuer, within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent, such Lender or such L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to a Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C Issuer, shall be conclusive absent manifest error.

(d)Evidence of Payments.  As soon as practicable after any payment of Indemnified Taxes or Other Taxes by any Borrower to a Governmental Authority, such Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e)Status of Lenders.  Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which a Borrower is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments hereunder or under any other Loan Document shall deliver to such Borrower or, at the direction of such Borrower, to the appropriate Governmental Authority, (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by such Borrower or the Administrative Agent, but in no event any earlier than such Lender is reasonably able, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate of withholding.  In addition, any Lender, if requested by a Borrower or the Administrative Agent, shall (i) deliver such other documentation prescribed by applicable law or reasonably requested by such Borrower or the Administrative Agent as will enable such Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements and (ii) promptly provide to the appropriate Governmental Authority such information as may be required by such Governmental Authority or reasonably requested by the relevant Borrower in order to assist the process of obtaining the aforementioned exemption or reduction of withholding taxes.

Without limiting the generality of the foregoing, in the event that a Borrower is resident for tax purposes in the United States, any Foreign Lender shall deliver to such Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of such Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable:

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(i)duly completed copies of Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party,

(ii)duly completed copies of Internal Revenue Service Form W-8ECI,

(iii)in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the applicable Borrower within the meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and (y) duly completed copies of Internal Revenue Service Form W-8BEN, or

(iv)any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in United States Federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit such Borrower to determine the withholding or deduction required to be made.

Without limiting the obligations of the Lenders set forth above regarding delivery of certain forms and documents to establish each Lender’s status for U.S. withholding tax purposes, each Lender agrees promptly to deliver to the Administrative Agent or a Borrower, as the Administrative Agent or such Borrower shall reasonably request, and in a timely fashion, such other documents and forms required by any relevant taxing authorities under the Laws of any other jurisdiction, duly executed and completed by such Lender, as are required under such Laws to confirm such Lender’s entitlement to any available exemption from, or reduction of, applicable withholding taxes in respect of all payments to be made to such Lender outside of the U.S. by the Borrowers pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax purposes in such other jurisdiction.  Each Lender shall promptly (i) notify the Administrative Agent of any change in circumstances which would modify or render invalid any such claimed exemption or reduction, and (ii) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any such jurisdiction that any Borrower make any deduction or withholding for taxes from amounts payable to such Lender.  Additionally, each of the Borrowers shall promptly deliver to the Administrative Agent or any Lender, as the Administrative Agent or such Lender shall reasonably request, and in a timely fashion, such documents and forms required by any relevant taxing authorities under the Laws of any jurisdiction, duly executed and completed by such Borrower, as are required to be furnished by such Lender or the Administrative Agent under such Laws in connection with any payment by the Administrative Agent or any Lender of Taxes or Other Taxes, or otherwise in connection with the Loan Documents, with respect to such jurisdiction.

Without limiting the generality of the foregoing, in the event that a Borrower is resident for tax purposes in the United Kingdom, any Foreign Lender entitled to benefits under the US/UK double tax treaty shall deliver to its Internal Revenue Service center (with copies delivered to the relevant Borrower and the Administrative Agent, in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of such Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so) duly completed copies (in triplicate) of the United Kingdom Inland Revenue Form FD-13 (or such other form as may from time to time be prescribed by applicable law or regulation) claiming exemption from withholding on account of United Kingdom income tax pursuant to the US/UK double tax treaty.  The relevant Borrower and Foreign Lender shall each provide all reasonable information and assistance to the Internal Revenue Service and Inland Revenue on a timely basis in order efficiently to process the relevant treaty claim, and shall keep each other (through the

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Administrative Agent) informed of any matters relating to such claim, including such Borrower providing a copy of any authority issued by the Inland Revenue authorizing such Borrower to pay free and clear of any withholding on account of United Kingdom income tax.

(f)Treatment of Certain Refunds.  If the Administrative Agent, any Lender or any L/C Issuer determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by any Borrower or with respect to which any Borrower has paid additional amounts pursuant to this Section, it shall pay to such Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by such Borrower under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or such L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that each Borrower, upon the request of the Administrative Agent, such Lender or such L/C Issuer, agrees to repay the amount paid over to such Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or such L/C Issuer in the event the Administrative Agent, such Lender or such L/C Issuer is required to repay such refund to such Governmental Authority.  This subsection shall not be construed to require the Administrative Agent, any Lender or such L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to any Borrower or any other Person.

3.02Illegality.

If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurocurrency Rate Loans (whether denominated in Dollars or an Alternative Currency), or to determine or charge interest rates based upon the Eurocurrency Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars or an Alternative Currency in the applicable interbank market, then, on notice thereof by such Lender to the applicable Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Rate Loans in the affected currency or currencies or, in the case of Eurocurrency Rate Loans in Dollars, to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the applicable Borrower that the circumstances giving rise to such determination no longer exist.  Upon receipt of such notice, the applicable Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay such Loans or, if applicable and such Loans are denominated in Dollars, convert all Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans.  Upon any such prepayment or conversion, the applicable Borrower shall also pay accrued interest on the amount so prepaid or converted.

3.03Inability to Determine Rates.

If the Required Lenders determine that for any reason in connection with any request for a Eurocurrency Rate Loan or a conversion to or continuation thereof that (a) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Eurocurrency Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan (whether in Dollars or an Alternative Currency), or (c) the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such

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Loan, the Administrative Agent will promptly notify GFI and all Lenders.  Thereafter, the obligation of the Lenders to make or maintain Eurocurrency Rate Loans in the affected currency or currencies shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice.  Upon receipt of such notice, the applicable Borrower may revoke any pending request for a Borrowing, conversion or continuation of Eurocurrency Rate Loans in the affected currency or currencies or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.

3.04Increased Costs.

(a)Increased Costs Generally.  If any Change in Law shall:

(i)impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except (A) any reserve requirement contemplated by Section 3.04(e) and (B) the requirements of the Bank of England and the Financial Services Authority or the European Central Bank reflected in the Mandatory Cost, other than as set forth below) or any L/C Issuer;

(ii)subject any Lender or any L/C Issuer to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurocurrency Loan made by it, or change the basis of taxation of payments to such Lender or such L/C Issuer in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender or such L/C Issuer);

(iii)cause the Mandatory Cost, as calculated hereunder, to no longer represent the cost to any Lender of complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its making, funding or maintaining Eurocurrency Rate Loans denominated in Alternative Currencies; or

(iv)impose on any Lender or any L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurocurrency Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or such L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such L/C Issuer, the applicable Borrower will pay to such Lender or such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

(b)Capital Requirements.  If any Lender or any L/C Issuer determines that any Change in Law affecting such Lender or such L/C Issuer or any Lending Office of such Lender or such Lender’s or such L/C Issuer’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or such L/C Issuer’s capital or on the capital of such Lender’s or such L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the

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Letters of Credit issued by such L/C Issuer, to a level below that which such Lender or such L/C Issuer or such Lender’s or such L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such L/C Issuer’s policies and the policies of such Lender’s or such L/C Issuer’s holding company with respect to capital adequacy), then from time to time the applicable Borrower will pay to such Lender or such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer or such Lender’s or such L/C Issuer’s holding company for any such reduction suffered.

(c)Certificates for Reimbursement.  A certificate of a Lender or an L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to GFI shall be conclusive absent manifest error.  The applicable Borrower shall pay such Lender or such L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

(d)Delay in Requests.  Failure or delay on the part of any Lender or any L/C Issuer to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lender’s or such L/C Issuer’s right to demand such compensation, provided that no Borrower shall be required to compensate a Lender or an L/C Issuer pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six months prior to the date that such Lender or such L/C Issuer, as the case may be, notifies GFI of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or such L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof).

(e)Additional Reserve Requirements.  GFI shall pay (or cause the Foreign Borrower to pay) to each Lender, as long as such Lender shall be required by the FRB to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the unpaid principal amount of each Eurocurrency Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which in each case shall be due and payable on each date on which interest is payable on such Loan, provided the Company shall have received at least 10 days’ prior notice (with a copy to the Administrative Agent) of such additional interest from such Lender.  If a Lender fails to give notice 10 days prior to the relevant Interest Payment Date, such additional interest shall be due and payable 10 days from receipt of such notice.

3.05Funding Losses.

Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the applicable Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

(a)any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);

(b)any failure by any Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by such Borrower;

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(c)any failure by any Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; or

(d)any assignment of a Eurocurrency Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the applicable Borrower pursuant to Section 11.14.

including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan, from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract.  The applicable Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.

For purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurocurrency Rate Loan made by it at the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the offshore interbank market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Rate Loan was in fact so funded.

3.06Mitigation Obligations; Replacement of Lenders.

(a)Designation of a Different Lending Office.  If any Lender or L/C Issuer requests compensation under Section 3.04, or any Borrower is required to pay any additional amount to any Lender, any L/C Issuer or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender or L/C Issuer gives a notice pursuant to Section 3.02, then such Lender or L/C Issuer shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans or participations in Letters of Credit hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Lender.  The applicable Borrower(s) hereby agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b)Replacement of Lenders.  If any Lender requests compensation under Section 3.04, if any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender becomes a Defaulting Lender, GFI may replace such Lender in accordance with Section 11.14.

3.07Survival.

All of the Borrowers’ obligations under this Article III shall survive termination of the Aggregate Revolving Commitments and repayment of all other Obligations hereunder.

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ARTICLE IV

GUARANTY

4.01The Guaranty.

(a)Each of the Domestic Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender that enters into a Swap Contract or a Treasury Management Agreement, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof.  The Domestic Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), the Domestic Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal.

(b)Each of the Foreign Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender that enters into a Swap Contract or a Treasury Management Agreement with respect to the Foreign Obligations, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Foreign Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof.  The Foreign Guarantors hereby further agree that if any of the Foreign Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), the Foreign Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Foreign Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal.

(c)GFI hereby guarantees to each Lender, each Affiliate of a Lender that enters into a Swap Contract or a Treasury Management Agreement with respect to the Foreign Obligations, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Foreign Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof.  GFI hereby further agree that if any of the Foreign Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), GFI will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Foreign Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal.

(d)Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or Swap Contracts, the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable Law.

4.02Obligations Unconditional.

(a)The obligations of the Domestic Guarantors under Section 4.01(a) are joint and several, absolute, unconditional and irrevocable, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents, Swap Contracts or Treasury Management Agreements, or any

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other agreement or instrument referred to therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 4.02(a) that the obligations of the Domestic Guarantors hereunder shall be absolute and unconditional under any and all circumstances.  Each Domestic Guarantor agrees that such Domestic Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrowers or any other Guarantor for amounts paid under this Article IV until such time as the Obligations have been paid in full and the Commitments have expired or terminated.

(b)The obligations of the Foreign Guarantors under Section 4.01(b) are joint and several, absolute, unconditional and irrevocable, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents, Swap Contracts or Treasury Management Agreements, or any other agreement or instrument referred to therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Foreign Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 4.02(b) that the obligations of the Foreign Guarantors hereunder shall be absolute and unconditional under any and all circumstances.  Each Foreign Guarantor agrees that such Foreign Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Foreign Borrower or any other Guarantor for amounts paid under this Article IV until such time as the Obligations have been paid in full and the Commitments have expired or terminated.

(c)The obligations of GFI under Section 4.01(c) are absolute, unconditional and irrevocable, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents, Swap Contracts or Treasury Management Agreements, or any other agreement or instrument referred to therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Foreign Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 4.02(c) that the obligations of GFI hereunder shall be absolute and unconditional under any and all circumstances.  GFI agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Foreign Borrower or any other Guarantor for amounts paid under this Article IV until such time as the Obligations have been paid in full and the Commitments have expired or terminated.

(d)Without limiting the generality of the foregoing subsections (a), (b) and (c), it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above:

(i)at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived;

(ii)any of the acts mentioned in any of the provisions of any of the Loan Documents, any Swap Contract or Treasury Management Agreement between any Loan Party and any Lender, or any Affiliate of a Lender, or any other agreement or instrument referred to in the Loan Documents, such Swap Contracts or such Treasury Management Agreements shall be done or omitted;

(iii)the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan

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Documents, any Swap Contract or Treasury Management Agreement between any Loan Party and any Lender, or any Affiliate of a Lender, or any other agreement or instrument referred to in the Loan Documents, such Swap Contracts or such Treasury Management Agreements shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with;

(iv)any Lien granted to, or in favor of, the Administrative Agent or any Lender or Lenders as security for any of the Obligations shall fail to attach or be perfected; or

(v)any of the Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor).

With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any Lender exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents, any Swap Contract or any Treasury Management Agreement between any Loan Party and any Lender, or any Affiliate of a Lender, or any other agreement or instrument referred to in the Loan Documents, such Swap Contracts or such Treasury Management Agreements, or against any other Person under any other guarantee of, or security for, any of the Obligations.

4.03Reinstatement.

(a)The obligations of the Domestic Guarantors under this Article IV shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of any Person in respect of the Obligations is rescinded or must be otherwise restored by any holder of any of the Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and each Domestic Guarantor agrees that it will indemnify the Administrative Agent and each Lender on demand for all reasonable costs and expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Administrative Agent or such Lender in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under any bankruptcy, insolvency or similar law.

(b)The obligations of the Foreign Guarantors under this Article IV shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of any Person in respect of the Foreign Obligations is rescinded or must be otherwise restored by any holder of any of the Foreign Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and each Foreign Guarantor agrees that it will indemnify the Administrative Agent and each Lender on demand for all reasonable costs and expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Administrative Agent or such Lender in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under any bankruptcy, insolvency or similar law.

(c)The obligations of GFI under this Article IV shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of any Person in respect of the Foreign Obligations is rescinded or must be otherwise restored by any holder of any of the Foreign Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and GFI agrees that it will indemnify the Administrative Agent and each Lender on demand for all reasonable costs and expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent or such Lender in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any

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claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under any bankruptcy, insolvency or similar law.

4.04Certain Additional Waivers.

Without limiting the generality of the provisions of this Article IV, each Guarantor further agrees that such Guarantor shall have no right of recourse to security for the Obligations, except through the exercise of rights of subrogation pursuant to Section 4.02 and through the exercise of rights of contribution pursuant to Section 4.06.

4.05Remedies.

(a)The Domestic Guarantors agree that, to the fullest extent permitted by law, as between the Domestic Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other hand, the Obligations may be declared to be forthwith due and payable as provided in Section 9.02 (and shall be deemed to have become automatically due and payable in the circumstances provided in said Section 9.02) for purposes of Section 4.01(a) notwithstanding any stay, injunction or other prohibition preventing such declaration (or preventing the Obligations from becoming automatically due and payable) as against any other Person and that, in the event of such declaration (or the Obligations being deemed to have become automatically due and payable), the Obligations (whether or not due and payable by any other Person) shall forthwith become due and payable by the Domestic Guarantors for purposes of Section 4.01(a).  The Domestic Guarantors acknowledge and agree that their obligations hereunder are secured in accordance with the terms of the Collateral Documents and that the Lenders may exercise their remedies thereunder in accordance with the terms thereof.

(b)The Foreign Guarantors agree that, to the fullest extent permitted by law, as between the Foreign Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other hand, the Foreign Obligations may be declared to be forthwith due and payable as provided in Section 9.02 (and shall be deemed to have become automatically due and payable in the circumstances provided in said Section 9.02) for purposes of Section 4.01(b) notwithstanding any stay, injunction or other prohibition preventing such declaration (or preventing the Foreign Obligations from becoming automatically due and payable) as against any other Person and that, in the event of such declaration (or the Foreign Obligations being deemed to have become automatically due and payable), the Foreign Obligations (whether or not due and payable by any other Person) shall forthwith become due and payable by the Foreign Guarantors for purposes of Section 4.01(b).  The Foreign Guarantors acknowledge and agree that their obligations hereunder are secured in accordance with the terms of the Collateral Documents relating thereto and that the Lenders may exercise their remedies thereunder in accordance with the terms thereof.

(c)GFI agrees that, to the fullest extent permitted by law, as between GFI, on the one hand, and the Administrative Agent and the Lenders, on the other hand, the Foreign Obligations may be declared to be forthwith due and payable as provided in Section 9.02 (and shall be deemed to have become automatically due and payable in the circumstances provided in said Section 9.02) for purposes of Section 4.01(c) notwithstanding any stay, injunction or other prohibition preventing such declaration (or preventing the Foreign Obligations from becoming automatically due and payable) as against any other Person and that, in the event of such declaration (or the Foreign Obligations being deemed to have become automatically due and payable), the Foreign Obligations (whether or not due and payable by any other Person) shall forthwith become due and payable by GFI for purposes of Section 4.01(c).  GFI acknowledges and agrees that its obligations hereunder are secured in accordance with the terms of the Collateral Documents and that the Lenders may exercise their remedies thereunder in accordance with the terms thereof.

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4.06Rights of Contribution.

(a)The Domestic Guarantors agree among themselves that, in connection with payments made hereunder, each Domestic Guarantor shall have contribution rights against the other Domestic Guarantors as permitted under applicable law.  Such contribution rights shall be subordinate and subject in right of payment to the obligations of such Domestic Guarantors under the Loan Documents and no Domestic Guarantor shall exercise such rights of contribution until all Obligations have been paid in full and the Commitments have terminated.

(b)The Foreign Guarantors agree among themselves that, in connection with payments made hereunder, each Foreign Guarantor shall have contribution rights against the other Foreign Guarantors as permitted under applicable law.  Such contribution rights shall be subordinate and subject in right of payment to the obligations of such Foreign Guarantors under the Loan Documents and no Foreign Guarantor shall exercise such rights of contribution until all Obligations have been paid in full and the Commitments have terminated.

(c)GFI and the Foreign Guarantors agree among themselves that, in connection with payments made hereunder, GFI shall have contribution rights against the Foreign Guarantors as permitted under applicable law.  Such contribution rights shall be subordinate and subject in right of payment to the obligations of GFI under the Loan Documents and GFI shall not exercise such rights of contribution until all Obligations have been paid in full and the Commitments have terminated.

4.07Guarantee of Payment; Continuing Guarantee.

(a)The guarantee given by the Domestic Guarantors in this Article IV is a guaranty of payment and not of collection, is a continuing guarantee, and shall apply to all Obligations whenever arising.

(b)The guarantee given by the Foreign Guarantors in this Article IV is a guaranty of payment and not of collection, is a continuing guarantee, and shall apply to all Foreign Obligations whenever arising.

(c)The guarantee given by GFI in this Article IV is a guaranty of payment and not of collection, is a continuing guarantee, and shall apply to all Foreign Obligations whenever arising.

ARTICLE V

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

5.01Conditions of Initial Credit Extension.

The obligation of each L/C Issuer and each Lender to make any initial Credit Extension hereunder on the Closing Date is subject to satisfaction of the following conditions precedent:

(a)Loan Documents.  Receipt by the Administrative Agent of executed counterparts of this Agreement and the other Loan Documents, each properly executed by a Responsible Officer of the signing Loan Party and, in the case of this Agreement, by each Lender.

(b)Opinions of Counsel. Receipt by the Administrative Agent of favorable opinions of legal counsel to the Loan Parties (including, without limitation, the Foreign Borrower),

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addressed to the Administrative Agent and each Lender, dated as of the Closing Date, and in form and substance satisfactory to the Administrative Agent.

(c)Financial Statements.  The Administrative Agent shall have received:

(i)consolidated and consolidating financial statements of GFI and its Subsidiaries for the fiscal years ended December 31, 2001, December 31, 2002 and December 31, 2003, including balance sheets and income and cash flow statements, in each case, audited by independent public accountants of recognized national standing and prepared in conformity with GAAP;

(ii)unaudited consolidated and consolidating financial statements of GFI and its Subsidiaries for the three month period ending March 31, 2004, including balance sheets and statements of income or operations, shareholders’ equity and cash flows and unaudited consolidated financial statements of GFI and its Subsidiaries for the calendar month ending May 31, 2004, including balance sheets and statements of income or operations, shareholders’ equity and cash flows (collectively, the “Interim Financial Statements”); and

(iii)projections for GFI and its Subsidiaries for each twelve month period commencing on January 1, 2004 through December 31, 2007.

(d)No Material Adverse Change.  There shall not have occurred a material adverse change since December 31, 2003 in the business, assets, properties, liabilities (actual or contingent), operations, condition (financial or otherwise) or prospects of GFI and its Subsidiaries taken as a whole.

(e)Litigation.  There shall not exist any action, suit, investigation or proceeding pending or, to the knowledge of any Borrower, threatened in any court or before an arbitrator or Governmental Authority that could reasonably be expected to have a Material Adverse Effect.

(f)Judgments.  There shall not exist any order, decree, judgment, ruling or injunction that restrains the consummation of any of the Loan Documents or the transactions contemplated hereunder.

(g)Organization Documents, Resolutions, Etc.  Receipt by the Administrative Agent of the following, each of which shall be originals or facsimiles (followed promptly by originals), in form and substance satisfactory to the Administrative Agent and its legal counsel:

(i)copies of the Organization Documents of each Loan Party certified (except as to the Organizational Documents of the Foreign Loan Parties and as to a Domestic Loan Party’s bylaws, if any) to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and, in all cases, certified by a secretary or assistant secretary of such Loan Party to be true and correct as of the Closing Date;

(ii)such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; and

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(iii)such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing (to the extent the concept of good standing exists in such jurisdiction) and qualified to engage in business in its state of organization or formation and each other jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

(h)Perfection and Priority of Liens.  Receipt by the Administrative Agent of the following:

(i)searches of Uniform Commercial Code filings (or its equivalent) in the jurisdiction of formation of such Loan Party, the jurisdiction of the chief executive office of such Loan Party and each jurisdiction where any Collateral of such Loan Party is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Liens to be immediately discharged with proceeds of this facility and Permitted Liens;

(ii)all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreements, together with duly executed in blank, undated stock powers attached thereto (unless, with respect to the pledged Capital Stock of any Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person);

(iii)searches of ownership of, and Liens on, intellectual property of each Loan Party in the appropriate governmental offices; and

(iv)duly executed notices of grant of security interest in the form required by the Security Agreements as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the trademarks, copyrights, patents, material licenses and other material intellectual property rights of the Loan Parties.

(i)Closing Certificate.  Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of GFI certifying that the conditions specified in Sections 5.01(d), (e), and (f) and Sections 5.02(a), and (b) have been satisfied.

(j)Repayment of Existing Credit Agreement.  Receipt by the Administrative Agent of satisfactory evidence that GFI’s prior credit agreement dated as of July 4, 2002 has been simultaneously repaid in full and terminated and commitments thereunder have been terminated and any liens securing such credit agreement have been terminated.

(k)Fees.  Receipt by the Administrative Agent and the Lenders of any fees agreed by GFI to be paid on or before the Closing Date.

(l)JPI Subordinated Debt Documents.  The Administrative Agent shall have received copies, certified by an officer of the Borrower as true and complete in all material respects, of the JPI Subordinated Debt Documents (including all exhibits and schedules thereto) and any other

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documents related thereto, as originally executed and delivered, together with any amendments or modifications thereto as of the Closing Date, such documents and amendments or modifications to be in form and substance reasonably acceptable to the Administrative Agent.

(m)Attorney Costs.  The Borrowers shall have paid all Attorney Costs of the Administrative Agent to the extent invoiced at least two (2) Business Days prior to the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings.

(n)Closing Covenant Certificate.  The Administrative Agent shall have received a certificate signed by a Responsible Officer of GFI setting forth calculations satisfactory to the Administrative Agent calculating (i) the Consolidated Fixed Charge Coverage Ratio for GFI’s most recently ended four full fiscal quarters for which internal financial statements are available at an amount of at least 1.15 to 1.0 on a pro forma basis, (ii) the Consolidated Leverage Ratio for GFI’s most recently ended four full fiscal quarters for which internal financial statements are available at an amount of no more than 2.0 to 1.0 on a pro forma basis, and (iii) Consolidated EBITDA for GFI’s most recently ended four full fiscal quarters for which internal financial statements are available at an amount of at least $32,000,000, in each case, after giving effect to this Credit Agreement.

(o)Funding Indemnity Letter.  To the extent the Loans to be made on the Closing Date are not Base Rate Loans, receipt by the Administrative Agent from GFI of a letter in form and substance satisfactory to the Administrative Agent indemnifying the Administrative Agent and each of the Lenders against any loss, cost or expense incurred by it as a result of the failure by GFI to borrow Eurocurrency Rate Loans on the date identified in the applicable Loan Notice.

(p)Other.  Receipt by the Administrative Agent and the Lenders of such other documents, instruments, agreements and information as reasonably and timely requested by the Administrative Agent or any Lender, including, but not limited to, information regarding litigation, tax, accounting, labor, insurance, pension liabilities (actual or contingent), real estate leases, material contracts, debt agreements, property ownership, environmental matters, contingent liabilities and management of GFI and its Subsidiaries.

Without limiting the generality of the provisions of Section 10.04, for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

5.02Conditions to all Credit Extensions.

The obligation of each Lender to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Revolving Loans to the other Type, or a continuation of Eurocurrency Rate Loans) is subject to the following conditions precedent:

(a)The representations and warranties of the Borrowers and each other Loan Party contained in Article VI or any other Loan Document shall be true and correct on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties

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contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01.

(b)No Default shall exist, or would result from such proposed Credit Extension or from the application thereof.

(c)The Administrative Agent and, if applicable, the applicable L/C Issuer shall have received a Request for Credit Extension in accordance with the requirements hereof.

(d)In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the applicable L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency.

Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Revolving Loans to the other Type or a continuation of Eurocurrency Rate Loans) submitted by a Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES

GFI represents and warrants to the Administrative Agent and the Lenders that:

6.01Existence, Qualification and Power.

Each Loan Party (a) is a corporation, partnership or limited liability company duly organized or formed, validly existing and (to the extent the concept of good standing exists in such jurisdiction) in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and (to the extent the concept of good standing exists in such jurisdiction) in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

6.02Authorization; No Contravention.

The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, have been duly authorized by all necessary corporate or other organizational action, and do not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law (including, without limitation, Regulation U, Regulation T or

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Regulation X issued by the FRB) or any applicable Law or regulation in any relevant jurisdiction concerning the giving of financial assistance by any Loan Party for the acquisition or subscription of shares in it or concerning the protection of the shareholders’ capital of such Loan Party.

6.03Governmental Authorization; Other Consents.

No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than those that have already been obtained and are in full force and effect.

6.04Binding Effect.

This Agreement has been and each other Loan Document to which such Loan Party is a party, when delivered hereunder will have been duly executed and delivered by each Loan Party.  This Agreement and each other Loan Document constitutes a legal, valid and binding obligation of each Loan Party that is party thereto, enforceable against each such Loan Party in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditor’s rights generally or by equitable principles relating to enforceability.

6.05Financial Statements; No Material Adverse Effect.

(a)The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of GFI and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of GFI and its Subsidiaries as of the date thereof, including material liabilities for taxes, commitments and Indebtedness in accordance with GAAP.

(b)The Interim Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of GFI and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments; and (iii) show all material indebtedness and other liabilities, direct or contingent, of GFI and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and Indebtedness in accordance with GAAP.

(c)From the date of the Audited Financial Statements to and including the Closing Date, there has been no Disposition by GFI or any Subsidiary, or any Involuntary Disposition, of any material part of the business or Property of GFI and its Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of GFI and its Subsidiaries, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Administrative Agent on or prior to the Closing Date.

(d)The financial statements delivered pursuant to Section 7.01(a), (b) and (c) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a), (b) and (c)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated and

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consolidating financial condition, results of operations and cash flows of GFI and its Subsidiaries as of such date and for such periods.

(e)Since the date of the Audited Financial Statements, there has been no event or circumstance that has had or could reasonably be expected to have a Material Adverse Effect.

6.06Litigation.

There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Loan Parties after due and diligent investigation, threatened, at law, in equity, in arbitration or before any Governmental Authority, by or against GFI or any of its Subsidiaries or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby or (b) could reasonably be expected to have a Material Adverse Effect.

6.07No Default.

Neither GFI nor any Subsidiary is in default under or with respect to any Contractual Obligation that could reasonably be expected to have a Material Adverse Effect.  No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.

6.08Ownership of Property; Liens.

Each of GFI and its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property material to the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  The property of GFI and its Subsidiaries is subject to no Liens, other than Permitted Liens.

6.09Environmental Compliance.

Except as would not reasonably be expected to have a Material Adverse Effect:

(a)Each of the Facilities and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the Businesses, and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws.

(b)None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws.

(c)Neither GFI nor any Subsidiary has received any written notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge that any such notice will be received or is being threatened in writing.

(d)Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in

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each case by or on behalf of GFI or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law.

(e)No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which GFI or any Subsidiary is or (to such knowledge) will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to GFI, any Subsidiary, the Facilities or the Businesses.

(f)There has been no release or, threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including disposal) of GFI or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

6.10Insurance.

The properties of GFI and its Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates of either Borrower, in such amounts, with such deductibles and covering such risks as are considered reasonable by management of such Person.  Set forth on Schedule 6.10 is a summary of the insurance coverage of the Loan Parties as in effect on the Closing Date.

6.11Taxes.

GFI and its Subsidiaries have filed all material federal, state and other tax returns and reports required to be filed, and have paid all material federal, state and other taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP.  There is no proposed tax assessment against GFI or any Subsidiary that would, if made, have a Material Adverse Effect.

6.12ERISA Compliance.

(a)Each Plan is in compliance with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state Laws except to the extent that noncompliance has not resulted in and would not reasonably be expected to result in a Material Adverse Effect.  Each Plan that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to the best knowledge of the Loan Parties, nothing has occurred which would prevent, or cause the loss of, such qualification except to the extent the event has not resulted in or would not reasonably be expected to result in a Material Adverse Effect.

(b)No ERISA Event has occurred or is reasonably expected to occur that has resulted or could reasonably be expected to result in a Material Adverse Effect.

6.13Subsidiaries.

Set forth on Schedule 6.13 is a complete and accurate list as of the Closing Date of each Subsidiary, together with (i) jurisdiction of formation, (ii) number of shares of each class of Capital Stock outstanding, and (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by GFI or

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any Subsidiary.  Set forth on Schedule 6.13 is a complete and accurate list as of June 30, 2004 of the number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto of each Subsidiary.  The outstanding Capital Stock of each Subsidiary is validly issued, fully paid and non-assessable.

6.14Margin Regulations; Investment Company Act; Public Utility Holding Company Act.

(a)Neither Borrower is engaged, nor will engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulations U and T issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock.  Following the application of the proceeds of each Borrowing or drawing under each Letter of Credit, not more than 25% of the value of the assets (either of any Borrower only or of the Borrowers and their Subsidiaries on a consolidated basis) subject to the provisions of Section 8.01 or Section 8.05 or subject to any restriction contained in any agreement or instrument between any Borrower and any Lender or any Affiliate of any Lender relating to Indebtedness and within the scope of Section 9.01(f) will be margin stock.

(b)None of the Borrowers, any Person Controlling a Borrower, or any Subsidiary (i) is a “holding company,” or a “subsidiary company” of a “holding company,” or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company,” within the meaning of the Public Utility Holding Company Act of 1935, or (ii) is or is required to be registered as an “investment company” under the Investment Company Act of 1940.

6.15Disclosure.

Each Loan Party has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.  No report, financial statement, certificate or other information furnished (whether in writing or orally) by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case, as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Loan Parties represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

6.16Compliance with Laws.

GFI and each Subsidiary is in compliance with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

6.17Intellectual Property; Licenses, Etc.

GFI and its Subsidiaries own, or possess the legal right to use, all of the trademarks, copyrights, patents, material licenses and other material intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses.  Set forth on Schedule 6.17 is a list of

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all IP Rights registered or pending registration with the United States Copyright Office, the United States Patent and Trademark Office, the United Kingdom Patent Office or the European Community Trademark Office and owned by each Loan Party as of the Closing Date.  Except for such claims and infringements that could not reasonably be expected to have a Material Adverse Effect, no claim has been asserted and is pending by any Person challenging or questioning the use of any IP Rights or the validity or effectiveness of any IP Rights, nor does any Loan Party know of any such claim, and, to the knowledge of the Responsible Officers of the Loan Parties, the use of any IP Rights by GFI or any Subsidiary or the granting of a right or a license in respect of any IP Rights from GFI or any Subsidiary does not infringe on the rights of any Person.  None of the IP Rights owned by any of the Loan Parties is subject to any licensing agreement or similar arrangement other than (a) licenses of software in the ordinary course of business to customers, value added resellers and distributors, (b) licenses of trademarks and tradenames in the ordinary course of business to value added resellers and distributors, (c) as set forth on Schedule 6.17 or (d) as otherwise not prohibited hereunder.

6.18Solvency.

The Loan Parties are Solvent on a consolidated basis.

6.19Perfection of Security Interests in the Collateral.

The Collateral Documents create valid security interests in, and Liens on, the Collateral purported to be covered thereby, which security interests and Liens are currently perfected security interests and Liens, prior to all other Liens other than Permitted Liens.

6.20Business Locations.

Set forth on Schedule 6.20(a) is a list of all real property (other than corporate apartments) that is owned or leased by the Loan Parties as of the Closing Date.  Set forth on Schedule 6.20(b) is a list of all locations where any material tangible personal property of any Loan Party is located as of the Closing Date.  Set forth on Schedule 6.20(c) is the chief executive office of each Loan Party as of the Closing Date.  The exact legal name and state of organization of each Loan Party is as set forth on the signature pages hereto or on the signature pages of any Joinder Agreement delivered in connection herewith.

6.21Brokers’ Fees.

Except for the Fee Letter, neither GFI nor any Subsidiary has any obligation to any Person in respect of any finder’s, broker’s, investment banking or other similar fee in connection with any of the Credit Extensions contemplated under the Loan Documents.

6.22Labor Matters.

There are no collective bargaining agreements or Multiemployer Plans covering the employees of GFI or any Subsidiary as of the Closing Date and neither GFI nor any Subsidiary has suffered any strikes, material walkouts, material work stoppages or other material labor difficulty within the last five years.

6.23Representations as to Foreign Obligations.

The Foreign Borrower and each Foreign Guarantor represents and warrants to the Administrative Agent and the Lenders that:

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(a)Such Foreign Loan Party is subject to civil and commercial Laws with respect to its obligations under this Agreement and the other Loan Documents to which it is a party (collectively as to such Foreign Loan Party, the “Applicable Foreign Loan Party Documents”), and the execution, delivery and performance by such Foreign Loan Party of the Applicable Foreign Loan Party Documents constitute and will constitute private and commercial acts and not public or governmental acts.  Neither such Foreign Loan Party nor any of its property has any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) under the laws of the jurisdiction in which such Foreign Loan Party is organized and existing in respect of its obligations under the Applicable Foreign Loan Party Documents.

(b)The Applicable Foreign Loan Party Documents are in proper legal form under the Laws of the jurisdiction in which such Foreign Loan Party is organized and existing for the enforcement thereof against such Foreign Loan Party under the Laws of such jurisdiction, and to ensure the legality, validity, enforceability, priority or admissibility in evidence of the Applicable Foreign Loan Party Documents.  It is not necessary to ensure the legality, validity, enforceability, priority or admissibility in evidence of the Applicable Foreign Loan Party Documents that the Applicable Foreign Loan Party Documents be filed, registered or recorded with, or executed or notarized before, any court or other authority in the jurisdiction in which such Foreign Loan Party is organized and existing or that any registration charge or stamp or similar tax be paid on or in respect of the Applicable Foreign Loan Party Documents or any other document, except for (i) any such filing, registration, recording, execution or notarization as has been made or is not required to be made until the Applicable Foreign Loan Party Document or any other document is sought to be enforced and (ii) any charge or tax as has been timely paid.

(c)There is no tax, levy, impost, duty, fee, assessment or other governmental charge, or any deduction or withholding, imposed by any Governmental Authority in or of the jurisdiction in which such Foreign Loan Party is organized and existing either (i) on or by virtue of the execution or delivery of the Applicable Foreign Loan Party Documents or (ii) on any payment to be made by such Foreign Loan Party pursuant to the Applicable Foreign Loan Party Documents, except as has been disclosed to the Administrative Agent.

(d)The execution, delivery and performance of the Applicable Foreign Loan Party Documents executed by such Foreign Loan Party are, under applicable foreign exchange control regulations of the jurisdiction in which such Foreign Loan Party is organized and existing, not subject to any notification or authorization except (i) such as have been made or obtained or (ii) such as cannot be made or obtained until a later date (provided that any notification or authorization described in clause (ii) shall be made or obtained as soon as is reasonably practicable).

ARTICLE VII

AFFIRMATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the Domestic Loan Parties shall and shall cause each Subsidiary to:

7.01Financial Statements.

Deliver to the Administrative Agent (who shall promptly furnish to the other Lenders), in form and detail satisfactory to the Administrative Agent:

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(a)as soon as available, but in any event within 120 days after the end of each fiscal year of GFI (or after the consummation of an initial Public Equity Offering, within 90 days after the end of each fiscal year of GFI), a consolidated and consolidating balance sheet of GFI and its Subsidiaries as at the end of such fiscal year, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report of an independent certified public accountant of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit;

(b)as soon as available, but in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of GFI, a consolidated and consolidating balance sheet of GFI and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such fiscal quarter and for the portion of GFI’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of GFI as fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows of GFI and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes and such consolidating statements to be certified by a Responsible Officer of GFI to the effect that such statements are fairly stated in all material respects when considered in relation to the consolidated financial statements of GFI and its Subsidiaries;

(c)as soon as available, but in any event within 30 days after the end of each calendar month of each fiscal year of GFI, a consolidated balance sheet of GFI and its Subsidiaries as at the end of such calendar month, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such calendar month, setting forth in each case in comparative form (i) the figures for the corresponding calendar month of the previous fiscal year and (ii) for such calendar month as projected in the forecast for such calendar month delivered pursuant to Section 7.01(d), all in reasonable detail and certified by a Responsible Officer of GFI as fairly presenting in all material respects the financial condition and results of operations of GFI and its Subsidiaries, subject only to normal quarterly and year-end audit adjustments and the absence of footnotes;

(d)as soon as available, but in any event within 30 days after the end of each fiscal year of GFI, forecasts prepared by management of GFI, in form reasonably satisfactory to the Administrative Agent and the Required Lenders, of statements of income or operations and cash flows of GFI and its Subsidiaries on a monthly basis for the immediately following fiscal year (including the fiscal year in which the Maturity Date occurs); and

(e)as soon as available, but in any event within 30 days after the end of each fiscal quarter of GFI, (i) a copy of any Focus Report filed with the National Association of Securities Dealers by GFI or any of its Subsidiaries, (ii) any reports delivered during such fiscal quarter to any Governmental Authorities by GFI or any of its Subsidiaries and (iii) a list of counterparties for which they have mark-to-market limits and/or exposure of at least $100,000.

As to any information contained in materials furnished pursuant to Section 7.02(d), GFI shall not be separately required to furnish such information under clause (a) or (b) above, but the foregoing

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shall not be in derogation of the obligation of GFI to furnish the information and materials described in subsections (a) and (b) above at the times specified therein.

7.02Certificates; Other Information.

Deliver to the Administrative Agent (who shall promptly furnish to the other Lenders), in form and detail satisfactory to the Administrative Agent:

(a)concurrently with the delivery of the financial statements referred to in Sections 7.01(a), (b) and (c), a duly completed Compliance Certificate signed by a Responsible Officer of GFI;

(b)promptly after any request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of either Borrower by independent accountants in connection with the accounts or books of such Borrower or any Subsidiary, or any audit of any of them;

(c)concurrently with the delivery of the financial statements referred to in Sections 7.01(a), (b) and (c), a certificate of a Responsible Officer of GFI containing information regarding the amount of all Dispositions, Involuntary Dispositions, and Equity Issuances that occurred during the period covered by such financial statements;

(d)promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of GFI, and copies of all annual, regular, periodic and special reports and registration statements which GFI may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934 or to a holder of any Indebtedness owed by GFI or any Subsidiary in its capacity as such a holder and not otherwise required to be delivered to the Administrative Agent pursuant hereto;

(e)promptly after the furnishing thereof, copies of any statement or report furnished to any holder of debt securities of any Loan Party or any Subsidiary thereof pursuant to the terms of any indenture, loan or credit or similar agreement (including, without limitation, the JPI Subordinated Debt Documents) and not otherwise required to be furnished to the Lenders pursuant to Section 7.01 or any other clause of this Section 7.02;

(f)promptly, and in any event within five Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof;

(g)concurrently with the delivery of the financial statements referred to in Section 7.01(a), a certificate of a Responsible Officer of GFI (i) listing (A) all applications, if any, for Copyrights, Patents or Trademarks (each such term as defined in the Security Agreements) made since the date of the prior certificate (or, in the case of the first such certificate, the Closing Date), (B) all issuances of registrations or letters on existing applications for Copyrights, Patents and Trademarks (each such term as defined in the Security Agreements) received since the date of the prior certificate (or, in the case of the first such certificate, the Closing Date), (C) all material Trademark Licenses, Copyright Licenses and Patent Licenses (each such term as defined in the Security Agreements) that are reasonably necessary for the operation of the Businesses entered into

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since the date of the prior certificate (or, in the case of the first such certificate, the Closing Date) and (D) all such Copyrights, Patents or Trademarks that are subject to a licensing or franchise agreement, and (ii) attaching the insurance binder or other evidence of insurance for any insurance coverage of GFI or any Subsidiary that was renewed, replaced or modified during the period covered by such financial statements; and

(h)promptly, such additional information regarding the business, financial or corporate affairs of GFI or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request.

Documents required to be delivered pursuant to Section 7.01(a), (b) or (c) or Section 7.02(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which GFI posts such documents, or provides a link thereto on GFI’s website on the Internet at the website address listed on Schedule 11.02; or (ii) on which such documents are posted on GFI’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) GFI shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests GFI to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) GFI shall notify the Administrative Agent (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.  Notwithstanding anything contained herein, in every instance GFI shall be required to provide paper copies of the Compliance Certificates required by Section 7.02(a) to the Administrative Agent.  Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by GFI with any such request for delivery, and each Lender shall be solely responsible for requesting from the Administrative Agent delivery to it or maintaining its copies of such documents.

7.03Notices.

Promptly notify the Administrative Agent and each Lender:

(a)of the occurrence of any Default.

(b)of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including (i) breach or non-performance of, or any default under, a Contractual Obligation of GFI or any Subsidiary; (ii) any dispute, litigation, investigation, proceeding or suspension between GFI or any Subsidiary and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting GFI or any Subsidiary, including pursuant to any applicable Environmental Laws (and in the case of the preceding clauses (i) through (iii), and for the avoidance of doubt, only to the extent any matter has resulted in or could reasonably be expected to result in a Material Adverse Effect).

(c)of the occurrence of any ERISA Event.

(d)of any material change in accounting policies or financial reporting practices by GFI or any Subsidiary.

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Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of GFI setting forth details of the occurrence referred to therein and stating what action GFI has taken and proposes to take with respect thereto.  Each notice pursuant to Section 7.03(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.

7.04Payment of Obligations.

Pay and discharge as the same shall become due and payable, all its obligations and liabilities, including (a) all material tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by GFI or such Subsidiary; (b) all lawful claims which, if unpaid, would by law become a Lien upon its property, and (c) all material Indebtedness, as and when due and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness.

7.05Preservation of Existence, Etc.

(a)  Preserve, renew and maintain in full force and effect its legal existence and (to the extent the concept of good standing exists in such jurisdiction) good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 8.04 or 8.05; (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; and preserve or renew all of its material registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

7.06Maintenance of Properties.

(a)  Maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; (b) make all necessary repairs thereto and renewals and replacements thereof, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect and (c) use the standard of care typical in the industry in the operation and maintenance of its facilities.

7.07Maintenance of Insurance.

Maintain in full force and effect insurance (including worker’s compensation insurance, liability insurance, casualty insurance and business interruption insurance) with financially sound and reputable insurance companies not Affiliates of a Borrower, in such amounts, with such deductibles and covering such risks as are considered reasonable by management of such Person.

7.08Compliance with Laws.

Comply with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

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7.09Books and Records.

(a)  Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of GFI or such Subsidiary, as the case may be; and (b) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over GFI or such Subsidiary, as the case may be.

7.10Inspection Rights.

Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, at the expense of the Administrative Agent or such Lender and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to GFI; provided, however, that when an Event of Default exists the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of GFI at any time during normal business hours and upon reasonable advance notice.

7.11Use of Proceeds.

Use the proceeds of the Credit Extensions to finance working capital, to make capital expenditures and for other lawful corporate purposes, provided that in no event shall the proceeds of the Credit Extensions be used in contravention of any Law or of any Loan Document.

7.12Additional Subsidiaries.

Promptly, and in any event, not later than forty-five (45) days, after the acquisition or formation of any Subsidiary:

(a)notify the Administrative Agent thereof in writing, together with (i) jurisdiction of formation, (ii) number of shares of each class of Capital Stock outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by any Borrower or any Subsidiary, (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto and (v) a statement as to whether such Subsidiary is a Material Subsidiary; and

(b)if such Subsidiary is a Domestic Subsidiary that is a Material Subsidiary (other than a Regulated Subsidiary), cause such Person to (i) become a Domestic Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall reasonably deem appropriate for such purpose, and (ii) deliver to the Administrative Agent documents of the types referred to in Sections 5.01(g) and (h) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (b)(i)), all in form, content and scope reasonably satisfactory to the Administrative Agent.

(c)if such Subsidiary is a Foreign Subsidiary that is a Material Subsidiary (other than a Regulated Subsidiary), cause such Person to (i) become a Foreign Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall reasonably deem appropriate for such purpose, and (ii) deliver to the

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Administrative Agent such security documents as the Administrative Agent shall reasonably request (consistent with those provided by Foreign Subsidiaries on the Closing Date) and such documents of the types referred to in Sections 5.01(g) and (h) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (c)(i)), all in form, content and scope reasonably satisfactory to the Administrative Agent.

(d)If at any time any Domestic Subsidiary that is not a Domestic Guarantor provides a guarantee of (i) GFI LLC’s obligations in respect of the JPI Subordinated Indebtedness, (ii) any Person’s obligations with respect to the Additional Subordinated Indebtedness or (iii) any Indebtedness permitted pursuant to Section 8.03(j), then promptly (and in any event within five (5) days), cause such Subsidiary to (A) become a Domestic Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall reasonably deem appropriate for such purpose, and (B) deliver to the Administrative Agent such security documents as the Administrative Agent shall reasonably request (consistent with those provided by Domestic Subsidiaries on the Closing Date) and such documents of the types referred to in Section 5.01(g) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (A)), all in form, content and scope reasonably satisfactory to the Administrative Agent.

(e)If at any time any Foreign Subsidiary that is not a Foreign Guarantor provides a guarantee of (i) GFI LLC’s obligations in respect of the JPI Subordinated Indebtedness, (ii) any Person’s obligations with respect to the Additional Subordinated Indebtedness or (iii) any Indebtedness permitted pursuant to Section 8.03(j), then promptly (and in any event within five (5) days), cause such Subsidiary to (A) become a Foreign Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall reasonably deem appropriate for such purpose, and (B) deliver to the Administrative Agent such security documents as the Administrative Agent shall reasonably request (consistent with those provided by Foreign Subsidiaries on the Closing Date) and such documents of the types referred to in Section 5.01(g) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (A)), all in form, content and scope reasonably satisfactory to the Administrative Agent.

7.13ERISA Compliance.

Do, and cause each of its ERISA Affiliates to do, each of the following: (a) maintain each Plan in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state law; and (b) cause each Plan that is qualified under Section 401(a) of the Internal Revenue Code to maintain such qualification, except in each case referenced in clause (a) or (b), to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect.

7.14Pledged Assets.

(a)Cause each Domestic Loan Party to (subject to the time periods permitted in Section 7.12, to any exceptions in the Collateral Documents and to the limitations on Liens in the next sentence) (i) cause all of its owned and leased real and personal Property (other than leased office space for which appropriate landlord consents are not obtained with commercially reasonable efforts) to be subject at all times to first priority, perfected and, in the case of real Property (whether leased or owned), title insured Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions

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of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case to Permitted Liens and (ii) deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(h), all in form, content and scope reasonably satisfactory to the Administrative Agent.  The Domestic Loan Parties will cause (a) 100% of the issued and outstanding Capital Stock of each Domestic Subsidiary that is a Material Subsidiary and (b) 65% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent and (2) could not reasonably be expected to cause any adverse tax consequences) of each class of the issued and outstanding Capital Stock (and in any event no more than 65% of the voting stock in the aggregate) in each Foreign Subsidiary that is a Material Subsidiary directly owned by GFI or any Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent, subject to Permitted Liens, pursuant to the terms and conditions of the relevant Collateral Documents or such other security documents as the Administrative Agent shall reasonably request and no other Capital Stock of any Subsidiary of any Domestic Loan Party shall be subject to any Lien in favor of the Administrative Agent.

(b)Cause each Foreign Loan Party to (subject to the time periods permitted in Section 7.12, to any exceptions in the Collateral Documents and to the limitations on Liens in the next sentence) (i) cause all of its owned and leased real and personal Property to be subject at all times to first priority, perfected and, in the case of real Property (whether leased or owned), title insured Liens in favor of the Administrative Agent to secure the Foreign Obligations pursuant to the terms and conditions of the relevant Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case to Permitted Liens and (ii) deliver such security documents as the Administrative Agent shall reasonably request (consistent with those provided by Foreign Subsidiaries on the Closing Date) and such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(h), all in form, content and scope reasonably satisfactory to the Administrative Agent.  The Foreign Loan Parties will cause 100% of the issued and outstanding Capital Stock of each Domestic Subsidiary that is a Material Subsidiary and 100% of the issued and outstanding Capital Stock of each Foreign Subsidiary that is a Material Subsidiary directly owned by any Foreign Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Foreign Pledge Agreements (to secure the Foreign Obligations) or such other security documents as the Administrative Agent shall reasonably request and no other Capital Stock of any Subsidiary of any Foreign Loan Party shall be subject to any Lien in favor of the Administrative Agent.

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7.15Landlord Waivers.

Within thirty (30) days after the Closing Date, in the case of any personal property Collateral located at a premises leased in the state of New York or in London, England by a Loan Party, use commercially reasonable efforts to obtain such estoppel letters, consents and waivers from the landlords on such real property as may be requested by the Administrative Agent.

7.16Insurance Policies.

Within thirty (30) days after the Closing Date, provide the Administrative Agent with copies of insurance policies or certificates of insurance of the Loan Parties evidencing liability and casualty insurance meeting the requirements set forth in the Loan Documents, including, but not limited to, naming the Administrative Agent as additional insured (in the case of liability insurance) or loss payee (in the case of hazard insurance) on behalf of the Lenders.

7.17Stock Certificates.

On or before September 30, 2004, deliver to the Administrative Agent certificates evidencing the Capital Stock of the following entities (together with duly executed in blank, undated stock powers attached thereto):  GFI Securities Limited, GFI Brokers Limited, Fenics Software Limited, Fenics Software Inc., GFINet UK Limited, Fenics Limited, GFInet Europe Ltd. and GFI Holdings Limited.

ARTICLE VIII

NEGATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, no Domestic Loan Party shall, nor shall it permit any Subsidiary to, directly or indirectly:

8.01Liens.

Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:

(a)Liens pursuant to any Loan Document;

(b)Liens existing on the date hereof and listed on Schedule 8.01 and any renewals, refinancings or extensions thereof, provided that (i) the property covered thereby is not increased, (ii) the amount secured or benefited thereby is not increased except by an amount equal to a reasonable premium or other amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, (iii) the direct or contingent obligor with respect thereto is not changed and (iv) any renewal, refinancings or extension of the obligations secured or benefited thereby is permitted by Section 8.03(b);

(c)Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

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(d)statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and suppliers and other Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business, provided that such Liens secure only obligations that are not overdue by more than sixty (60) days and no action has been taken to enforce the same or that are being contested in good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been established;

(e)(i) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA or (ii) any lien arising by operation of law and any lien arising in the ordinary course of trading (including any lien on a brokerage or trading account of GFI or any Subsidiary where such lien arises in the ordinary course of business of trading, including, for the avoidance of doubt, any lien in favor of Euroclear);

(f)deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(g)easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;

(h)Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.01(i) or securing appeal or other surety bonds related to such judgments;

(i)Liens securing Indebtedness permitted under Section 8.03(e); provided that (i) such Liens do not at any time encumber any Property other than the Property financed by such Indebtedness, (ii) the Indebtedness secured thereby does not exceed the cost of the Property being acquired on the date of acquisition and (iii) such Liens attach to such Property concurrently with or within ninety days after the acquisition thereof;

(j)leases or subleases granted to others not interfering in any material respect with the business of GFI or any of its Subsidiaries;

(k)any interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement;

(l)normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions;

(m)Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection;

(n)Liens of sellers of goods to GFI and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code or similar provisions of applicable law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses;

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(o)Liens securing Indebtedness permitted hereunder not to exceed $5 million in the aggregate on Properties acquired pursuant to Section 8.02(f) or otherwise approved in writing by the Required Lenders in their sole discretion;

(p)Liens in favor of the Parent securing the JPI Subordinated Indebtedness; provided that such Liens are subordinated to the Liens of the Administrative Agent securing the Obligations hereunder in a manner satisfactory to the Administrative Agent (it being understood and agreed that as of the Closing Date such Liens are subordinated in a manner satisfactory to the Administrative Agent); and

(q)other Liens which secure Indebtedness of GFI and its Subsidiaries; provided that the aggregate principal amount of Indebtedness secured thereby shall not at any time exceed $1,000,000.

8.02Investments.

Make any Investments, except:

(a)Investments held by GFI or such Subsidiary in the form of cash or Cash Equivalents;

(b)Investments existing as of the Closing Date and set forth in Schedule 8.02;

(c)(i) Investments by any Domestic Loan Party in any other Domestic Loan Party and (ii) Investments by any Foreign Loan Party in any other Loan Party;

(d)Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss;

(e)Guarantees permitted by Section 8.03;

(f)Permitted Acquisitions;

(g)deposits by Regulated Subsidiaries with, or pledges of cash by Regulated Subsidiaries to, clearing agencies, including Euroclear, in the ordinary course of business;

(h)advances or loans to employees, to the extent permitted by applicable Law and to the extent repaid within twelve (12) months of the date of such advance or loan, not to exceed $5,000,000 in the aggregate at any one time outstanding;

(i)Investments in securities permitted by Section 8.14;

(j)Investments in Regulated Subsidiaries necessary to comply with statutory capital requirements under applicable Laws; and

(k)the payment by GFI or any of its Subsidiaries of the ordinary course expenses of any other Subsidiary of GFI; provided that any such expenses are reimbursable to GFI or such applicable Subsidiary; and

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(l)other Investments not exceeding $5,000,000 in the aggregate at any one time outstanding.

8.03Indebtedness.

Create, incur, assume or suffer to exist any Indebtedness, except:

(a)Indebtedness under the Loan Documents;

(b)Indebtedness of GFI and its Subsidiaries set forth in Schedule 8.03 and any renewals, refinancings and extensions thereof on terms and conditions not materially less favorable to the applicable debtor(s); provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder;

(c)intercompany Indebtedness permitted under Section 8.02;

(d)obligations (contingent or otherwise) of GFI or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party;

(e)purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by GFI or any of its Subsidiaries to finance the construction, improvement or purchase of fixed assets and renewals, refinancings and extensions thereof, provided that (i) the total of all such Indebtedness for all such Persons taken together shall not exceed an aggregate principal amount of $5,000,000 at any one time outstanding; (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; and (iii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing;

(f)JPI Subordinated Indebtedness;

(g)Indebtedness in an aggregate amount not to exceed $5,000,000 incurred or assumed in connection with a Permitted Acquisition; provided that, (i) such Indebtedness is recourse only to the entity or assets so acquired and (ii) the Borrower shall have demonstrated that after giving effect to any such Permitted Acquisition and the incurrence or assumption of the related Indebtedness on a Pro Forma Basis, the Borrower is in compliance with all of the covenants set forth in Section 8.11;

(h)endorsements in the ordinary course of business of negotiable instruments for deposit or collection;

(i)Additional Subordinated Indebtedness in an aggregate principal amount not to exceed $25,000,000 at any one time outstanding; provided that, at least 3 days prior to the date of

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closing on any such Additional Subordinated Indebtedness, GFI shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to the incurrence of such Additional Subordinated Indebtedness on a Pro Forma Basis, the Loan Parties are in compliance with Section 8.11;

(j)other unsecured Indebtedness of the Loan Parties in an aggregate principal amount not to exceed $5,000,000 at any one time outstanding;

(k)[Intentionally Omitted];

(l)obligations of Regulated Subsidiaries to clearing agencies with respect to transactions executed by the Regulated Subsidiaries in the ordinary course of business;

(m)any payable owing by any Subsidiary to GFI or any of its other Subsidiaries for the payment by GFI or any of its Subsidiaries in accordance with Section 8.02(k) of the ordinary course expenses of such Subsidiary;

(n)any Indebtedness of any Subsidiary that is not a Loan Party owing to any other Subsidiary that is not a Loan Party;

(o)any Indebtedness owing by a Regulated Subsidiary to any Loan Party; and

(p)Guarantees (which Guarantees in respect of any Indebtedness permitted under clauses (f) and (i) shall be similarly subordinated) with respect to Indebtedness permitted under clauses (a) through (j) of this Section 8.03.

8.04Fundamental Changes.

Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided that, subject to Section 7.12 and provided that, after giving effect to any such transaction, no Default or Event of Default shall exist, (a) GFI may merge or consolidate with any of its Subsidiaries provided that GFI shall be the continuing or surviving corporation, (b) the Foreign Borrower may merge or consolidate with any of its Subsidiaries provided that the Foreign Borrower shall be the continuing or surviving corporation, (c) any Domestic Subsidiary of GFI may merge or consolidate with any other Domestic Subsidiary of GFI provided that if a Loan Party is a party thereto, a Loan Party shall be the continuing or surviving corporation, (d) any Foreign Subsidiary may merge or consolidate with any other Foreign Subsidiary provided that if a Loan Party is a party thereto, a Loan Party shall be the continuing or surviving corporation, (e) any Foreign Subsidiary may be merged or consolidated with or into any Loan Party provided that such Loan Party shall be the continuing or surviving corporation, (f) any Domestic Subsidiary may wind up, liquidate or dissolve itself so long as it transfers all or substantially all of its assets to a Domestic Loan Party prior to such wind up, liquidation or dissolution, (g) any Foreign Subsidiary may wind up, liquidate or dissolve itself so long as it transfers all or substantially all of its assets to a Foreign Loan Party prior to such wind up, liquidation or dissolution, (h) any Subsidiary may wind up, liquidate or dissolve itself if GFI determines in good faith that such wind up, liquidation or dissolution is in GFI’s best interests and is not materially disadvantageous to the Lenders and the assets of such Subsidiary are transferred to a Loan Party prior to such dissolution and (i) nothing in this Section 8.04 shall prohibit any Disposition otherwise permitted under Section 8.05.

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8.05Dispositions.

Make any Disposition unless (a) the consideration paid in connection therewith shall be indebtedness evidenced by promissory notes and/or cash or Cash Equivalents paid contemporaneously with consummation of the transaction and shall be in an amount not less than the fair market value of the Property disposed of, (b) such transaction does not involve the sale or other disposition of a minority equity interest in any Material Subsidiary, (c) such transaction does not involve a sale or other disposition of receivables other than receivables owned by or attributable to other Property concurrently being disposed of in a transaction otherwise permitted under this Section 8.05, and (d) the greater of the aggregate net book value and the fair market value of all of the assets sold or otherwise disposed of by GFI and its Subsidiaries in all such transactions in any fiscal year of the Borrower shall not exceed $10,000,000; provided that, in determining compliance with this Section 8.05 a Disposition shall be excluded to the extent the proceeds of such Disposition are used within the Application Period following such Disposition to make Eligible Reinvestments.

8.06Restricted Payments.

Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that:

(a)each Domestic Subsidiary may make Restricted Payments (directly or indirectly) to any Domestic Loan Party;

(b)each Foreign Subsidiary may make Restricted Payments (directly or indirectly) to any Loan Party;

(c)each Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in the Capital Stock of such Person;

(d)upon or after the consummation of an initial Public Equity Offering, GFI may (i) repurchase, redeem or acquire the Capital Stock of Fenics not owned by a Loan Party with the common stock of GFI and (ii) use the proceeds of such Public Equity Offering to purchase, redeem, acquire or retire shares of its preferred Capital Stock or of any class of the Capital Stock of Fenics not owned by a Loan Party or any warrants or options to purchase any such shares of such Capital Stock so long as (A) no Default or Event of Default exists immediately prior to and after giving effect to any such purchase, redemption, acquisition or retirement and (B) the aggregate amount paid by GFI for all such Capital Stock so purchased, redeemed, acquired or retired plus the aggregate amount utilized by GFI to prepay or redeem JPI Subordinated Indebtedness in accordance with Section 8.15(c) hereof does not exceed 50% of the aggregate proceeds received from such initial Public Equity Offering and (C) (I) with respect to the preferred Capital Stock of GFI, such purchases, redemptions, acquisitions, retirements or prepayments are made within one hundred and eighty (180) days of the consummation of such initial Public Equity Offering and (II) with respect to any of the Capital Stock of Fenics purchased with proceeds of the Public Equity Offering, such purchases, redemptions, acquisitions, retirements or prepayments of all such Capital Stock are commenced, including by the giving of notice to such shareholders, within five (5) months of the consummation of such initial Public Equity Offering;

(e)upon or after the consummation of any subsequent Public Equity Offering, GFI may use the proceeds of such Public Equity Offering to make dividends or purchase, redeem, acquire or retire shares of its Capital Stock of any class or any warrants or options to purchase

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any such shares of its Capital Stock so long as (i) no Default or Event of Default exists immediately prior to and after giving effect to any such dividend, purchase, redemption, acquisition or retirement, (ii) the aggregate amount paid by GFI for all Capital Stock so purchased, redeemed, acquired or retired plus the aggregate amount of such dividends made by GFI does not exceed 50% of the aggregate proceeds of such subsequent Public Equity Offering and (iii) such dividends, purchases, redemptions, acquisitions or retirements are made within ninety (90) days of the consummation of such subsequent Public Equity Offering;

(f)GFI may purchase shares of its Capital Stock issued by GFI to shareholders of GFI (other than the Parent)  in an aggregate amount not to exceed $3,000,000 during the term of this Agreement; and

(g)such other dividends and redemptions as may be approved in writing by the Required Lenders.

8.07Change in Nature of Business.

Engage in any material line of business substantially different from those lines of business conducted by GFI and its Subsidiaries on the Closing Date or any business substantially related or incidental thereto.

8.08Transactions with Affiliates and Insiders.

Enter into or permit to exist any transaction or series of transactions with any officer, director or Affiliate of such Person other than (a) transactions expressly permitted by this Article VIII, (b) compensation and reimbursement of expenses of officers and directors approved by GFI’s compensation committee and (c) except as otherwise specifically limited in this Agreement, other transactions which are entered into in the ordinary course of such Person’s business on terms and conditions substantially as favorable to such Person as would be obtainable by it in a comparable arms-length transaction with a Person other than an officer, director or Affiliate.

8.09Burdensome Agreements.

(a)Enter into, or permit to exist, any Contractual Obligation that encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions to any Loan Party on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its Property to any Loan Party, (v) pledge its Property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement and the other Loan Documents, (2) the JPI Subordinated Debt Documents, (3) the Certificate of Designation and the Series A and B Certificates of Designation, (4) any document or instrument governing Indebtedness incurred pursuant to Sections 8.03(e) or (i), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (5) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (6) customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 8.05 pending the consummation of such sale, (7) customary nonassignment provisions as to the assets financed in any lease governing a leasehold interest or in any other contracts

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which are not material to the business and operations of GFI and its Subsidiaries or (8) restrictions or conditions imposed by Laws.

(b)Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such Property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien and (iii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 8.05, pending the consummation of such sale.

8.10Use of Proceeds.

Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, (a) to purchase or carry margin stock (within the meaning of Regulations U and T of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose or (b) for any purpose which would be prohibited by Section 151 of the U.K. Companies Act 1985.

8.11Financial Covenants.

(a)Consolidated Capital.  Permit Consolidated Capital at any time to be less than the sum of $60,000,000, increased on a cumulative basis as of the end of each fiscal quarter, commencing with the fiscal quarter ending June 30, 2004 by an amount equal to 50% of Consolidated Net Income (to the extent positive) for the fiscal quarter then ended plus 100% of the amount of all Equity Issuances (other than Equity Issuances to the minority shareholders of Fenics otherwise permitted by Section 8.06(d)) after the Closing Date and during such fiscal quarter as evidenced on the books of GFI in accordance with GAAP (less the amount of equity redemptions and prepayments of JPI Subordinated Indebtedness to the extent permitted by Sections 8.06 and 8.15).

(b)Consolidated Leverage Ratio.  Permit the Consolidated Leverage Ratio as of the end of each calendar month to be greater than the ratio set forth below opposite such calendar month:

Calendar Month Ending	Ratio
July 31, 2004 through June 30, 2005	2.00 to 1.0
July 31, 2005 and thereafter	1.75 to 1.0

(c)Consolidated Fixed Charge Coverage Ratio.  Permit the Consolidated Fixed Charge Coverage Ratio as of the end of each calendar month to be less than the ratio set forth below opposite such calendar month:

Calendar Month Ending	Ratio
July 31, 2004 through November 30, 2004	1.15 to 1.0
December 31, 2004 through November 30, 2005	1.25 to 1.0
December 31, 2005 and thereafter	1.35 to 1.0

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(d)Consolidated EBITDA.  Permit Consolidated EBITDA, as of the end of any calendar month for the twelve month period ending on such date to be less than the amount set forth below opposite such calendar month:

Calendar Month Ending	Minimum Amount
July 31, 2004 through December 31, 2004	$	35,000,000
January 31, 2005 through December 31, 2005	$	38,000,000
January 31, 2006 and thereafter	$	41,000,000

8.12Organization Documents; Fiscal Year; Legal Name, State of Formation and Form of Entity.

(a)  Amend, modify or change its Organization Documents in a manner materially adverse to the Lenders; (b) change its fiscal year; or (c) without providing ten (10) days prior written notice to the Administrative Agent, change its name, state of formation or form of organization.

8.13Sale Leasebacks.

Enter into any Sale and Leaseback Transaction.

8.14Proprietary Trading.

Engage in any trading activity for its own account (it being agreed that matched principal transactions will not be considered trading for its own account) other than (a) any activity entered into in the ordinary course of business for the purposes of managing its cash and (b) any trading of securities for its own account; provided that after giving effect to any such purchase of securities the aggregate amount of all initial purchases of such securities subsequent to the Closing Date shall not exceed five percent (5%) of Consolidated Capital at the time of such purchase.

8.15Prepayment of Other Indebtedness, Etc.

(a)Amend or modify any of the terms of any Indebtedness of GFI or any Subsidiary (other than Indebtedness arising under the Loan Documents) if such amendment or modification would add or change any terms in a manner materially adverse to GFI or any Subsidiary, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto, except to the extent the incurrence of such Indebtedness as so amended would be permitted hereunder.

(b)After the occurrence and during the continuation of any Default or Event of Default, with respect to any Indebtedness other than the JPI Subordinated Indebtedness and any Additional Subordinated Indebtedness, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any such Indebtedness of GFI or any Subsidiary (other than Indebtedness arising under the Loan Documents).

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(c)With respect to the JPI Subordinated Indebtedness, (i) make or offer to make any principal payments with respect to such JPI Subordinated Indebtedness (other than scheduled principal payments), (ii) redeem or offer to redeem any of such JPI Subordinated Indebtedness, or (iii) deposit any funds intended to discharge such JPI Subordinated Indebtedness; provided that upon or after the consummation of an initial Public Equity Offering, GFI may prepay or redeem JPI Subordinated Indebtedness with proceeds from such Public Equity Offering so long as (A) no Default or Event of Default exists immediately prior to and after giving effect to any such prepayment or redemption, (B) the aggregate amount utilized by GFI to prepay or redeem such JPI Subordinated Indebtedness plus the aggregate amount paid by GFI for all Capital Stock purchased, redeemed, acquired or retired in accordance with Section 8.06(d) hereof does not exceed 50% of the aggregate proceeds received from such initial Public Equity Offering and (C) such redemptions or prepayments are made within one hundred and eighty (180) days of the consummation of such initial Public Equity Offering.

(d)With respect to any Additional Subordinated Indebtedness, (i) make or offer to make any principal payments (other than scheduled principal payments) with respect to such Additional Subordinated Indebtedness, (ii) redeem or offer to redeem any of such Additional Subordinated Indebtedness, or (iii) deposit any funds intended to discharge such Additional Subordinated Indebtedness.

ARTICLE IX

EVENTS OF DEFAULT AND REMEDIES

9.01Events of Default.

Any of the following shall constitute an Event of Default:

(a)Non-Payment.  Any Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan or any L/C Obligation, or (ii) within three Business Days after the same becomes due, any interest on any Loan or on any L/C Obligation, or any commitment fee or other fee due hereunder, or (iii) within five Business Days after the same becomes due, any other amount payable hereunder or under any other Loan Document; or

(b)Specific Covenants.  Any Loan Party fails to perform or observe any term, covenant or agreement contained in any of Section 7.03, 7.05(a), 7.10, 7.11, 7.12 or 7.14 or Article VIII or

(c)Information Covenants.  Any Loan Party fails to perform or observe any term, covenant or agreement contained in either Section 7.01 or 7.02 and such failure continues for ten (10) Business Days after the earlier of (i) written notice to GFI from the Administrative Agent or (ii) a Responsible Officer of GFI becoming aware of such default; or

(d)Other Defaults.  Any Loan Party fails to perform or observe any other covenant or agreement (not specified in subsection (a), (b) or (c) above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty days after the earlier of (i) written notice to GFI from the Administrative Agent or (ii) a Responsible Officer of GFI becoming aware of such default; or

(e)Representations and Warranties.  Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of any Borrower or any other Loan Party

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herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect or misleading in any material respect when made or deemed made; or

(f)Cross-Default.  (i) GFI or any Subsidiary (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts or Treasury Management Agreements) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided, that this clause (B) shall not apply to (1) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness if such sale or transfer and the prepayment of such Indebtedness are otherwise permitted under this Agreement and (2) the JPI Subordinated Indebtedness that becomes prepayable following a Public Equity Offering in accordance with the terms of this Agreement, or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which GFI or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which GFI or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by GFI or such Subsidiary as a result thereof is greater than the Threshold Amount; or

(g)Insolvency Proceedings, Etc.  Any Loan Party or any of its Subsidiaries institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, administrator, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, administrator, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for sixty calendar days, or an order for relief is entered in any such proceeding; or

(h)Inability to Pay Debts; Attachment.  (i) GFI or any Subsidiary becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within thirty days after its issue or levy; or

(i)Judgments.  There is entered against GFI or any Subsidiary one or more final judgments or orders for the payment of money in an aggregate amount exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer

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does not dispute coverage), and either (i) enforcement proceedings are commenced by any creditor upon such judgment or order, or (ii) there is a period of thirty consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal, posting of bond or otherwise, is not in effect; or

(j)ERISA.  (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of a Borrower under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold Amount, or (ii) GFI or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or

(k)Invalidity of Loan Documents.  Any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect or fails to give the Administrative Agent and/or the Lenders the Liens, material rights, powers and privileges purported to be created by the Loan Documents; or any Loan Party or any other Person contests in any manner the validity or enforceability of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any Loan Document; or

(l)Change of Control.  There occurs any Change of Control; or

(m)JPI Subordinated Indebtedness.  There shall occur an Event of Default (or any comparable term) under, and as defined in, the JPI Subordinated Debt Documents; or

(n)Additional Subordinated Indebtedness.  There shall occur an “Event of Default” (or any comparable term, which, for the avoidance of doubt, will allow for the passage of any applicable grace or cure period) under, and as defined in, the documentation evidencing the Additional Subordinated Indebtedness.

(o)Licenses/Permits.  GFI or any Subsidiary fails to maintain any license or permit necessary for the continued operation of its business where the failure to maintain or have such license or permit could reasonably be expected to have a Material Adverse Effect.

9.02Remedies Upon Event of Default.

If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:

(a)declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated;

(b)declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrowers;

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(c)require that the Borrowers Cash Collateralize their respective L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and

(d)exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable law;

provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to any Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrowers to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

9.03Application of Funds.

After the exercise of remedies provided for in Section 9.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.02),

(a)any amounts received on account of the Obligations (other than the Foreign Obligations) shall be applied by the Administrative Agent in the following order:

First, to payment of that portion of such Obligations constituting fees, indemnities, expenses and other amounts (including Attorney Costs and amounts payable under Article III) payable to the Administrative Agent in its capacity as such;

Second, to payment of that portion of such Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including Attorney Costs and amounts payable under Article III), ratably among them in proportion to the amounts described in this clause Second payable to them;

Third, to payment of that portion of such Obligations constituting accrued and unpaid interest on the Loans and L/C Borrowings and fees, premiums and scheduled periodic payments, and any interest accrued thereon, due under any Swap Contract between any Domestic Loan Party and any Lender, or any Affiliate of a Lender, to the extent such Swap Contract is permitted by Section 8.03(d), ratably among the Lenders (and, in the case of such Swap Contracts, Affiliates of Lenders) in proportion to the respective amounts described in this clause Third held by them;

Fourth, to payment of that portion of such Obligations constituting unpaid principal of the Loans and L/C Borrowings, to breakage, termination or other payments, and any interest accrued thereon, due under any Swap Contract between any Domestic Loan Party and any Lender, or any Affiliate of a Lender, to the extent such Swap Contract is permitted by Section 8.03(d), to amounts due under any Treasury Management Agreement between any Domestic Loan Party and any Lender or any Affiliate of a Lender, and to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among the Lenders (and, in the case of such Swap Contracts and Treasury Management Agreements, Affiliates of Lenders) in proportion to the respective amounts described in this clause Fourth held by them; and

Last, the balance, if any, after all of such Obligations have been indefeasibly paid in full, to GFI or as otherwise required by Law;

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provided that, subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur.  If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to such other Obligations, if any, in the order set forth above; and

(b)any amounts received on account of the Foreign Obligations shall be applied by the Administrative Agent in the following order:

First, to payment of that portion of the Foreign Obligations constituting fees, indemnities, expenses and other amounts (including Attorney Costs and amounts payable under Article III) payable to the Administrative Agent in its capacity as such;

Second, to payment of that portion of the Foreign Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including Attorney Costs and amounts payable under Article III), ratably among them in proportion to the amounts described in this clause Second payable to them;

Third, to payment of that portion of the Foreign Obligations constituting accrued and unpaid interest on the Loans and L/C Borrowings and fees, premiums and scheduled periodic payments, and any interest accrued thereon, due under any Swap Contract between any Foreign Loan Party and any Lender, or any Affiliate of a Lender, to the extent such Swap Contract is permitted by Section 8.03(d), ratably among the Lenders (and, in the case of such Swap Contracts, Affiliates of Lenders) in proportion to the respective amounts described in this clause Third held by them;

Fourth, to payment of that portion of the Foreign Obligations constituting unpaid principal of the Loans and L/C Borrowings, to breakage, termination or other payments, and any interest accrued thereon, due under any Swap Contract between any Foreign Loan Party and any Lender, or any Affiliate of a Lender, to the extent such Swap Contract is permitted by Section 8.03(d), to amounts due under any Treasury Management Agreement between any Foreign Loan Party and any Lender or any Affiliate of a Lender, and to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among the Lenders (and, in the case of such Swap Contracts and Treasury Management Agreements, Affiliates of Lenders) in proportion to the respective amounts described in this clause Fourth held by them; and

Last, the balance, if any, after all of the Foreign Obligations have been indefeasibly paid in full, to the Foreign Borrower or as otherwise required by Law;

provided that, subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur.  If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Foreign Obligations, if any, in the order set forth above.

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ARTICLE X

ADMINISTRATIVE AGENT

10.01Appointment and Authority.

Each of the Lenders and each L/C Issuer hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto.  Except as expressly provided in Section 10.06, the provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuers, and neither the Borrowers nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions.

10.02Rights as a Lender.

The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity.  Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with any Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

10.03Exculpatory Provisions.

The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents.  Without limiting the generality of the foregoing, the Administrative Agent:

(a)shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(b)shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law; and

(c)shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrowers or any of their Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be

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necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 11.01 and 9.02) or (ii) in the absence of its own gross negligence or willful misconduct.  The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent by a Borrower, a Lender or an L/C Issuer.

The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article V or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

10.04Reliance by Administrative Agent.

The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) reasonably believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person.  The Administrative Agent also may rely upon any statement made to it orally or by telephone and reasonably believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon.  In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or such L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or such L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit.  The Administrative Agent may consult with legal counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

10.05Delegation of Duties.

The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent.  The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties.  The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

10.06Resignation of Administrative Agent.

The Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers and GFI.  Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with GFI, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States.  If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within

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30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the L/C Issuers, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that if the Administrative Agent shall notify GFI and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or an L/C Issuer under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section.  Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section).  The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor.  In the event of any such resignation, the resigning Administrative Agent shall return to GFI the pro rated amount of the annual upfront administrative fee paid by GFI for such year.  After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 11.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as an L/C Issuer.  Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, (b) the retiring L/C Issuer shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

10.07Non-Reliance on Administrative Agent and Other Lenders.

Each Lender and each L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.  Each Lender and each L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

10.08No Other Duties, Etc.

Anything herein to the contrary notwithstanding, neither the Sole Lead Arranger nor the Sole Book Manager listed on the cover page hereof shall have any powers, duties or responsibilities under this

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Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender or an L/C Issuer hereunder.

10.09Administrative Agent May File Proofs of Claim.

In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrowers) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a)to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations (other than obligations under Swap Contracts or Treasury Management Agreements to which the Administrative Agent is not a party) that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuers and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuers and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuers and the Administrative Agent under Sections 2.03(i) and (j), 2.08 and 11.04) allowed in such judicial proceeding; and

(b)to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and each L/C Issuer to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the L/C Issuers, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.08 and 11.04.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or any L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

10.10Releases.

The Lenders and the L/C Issuers irrevocably authorize the Administrative Agent, at its option and in its discretion,

(a)to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Revolving Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, or (iii) subject to Section 11.01, if approved, authorized or ratified in writing by the Required Lenders or all Lenders if so required;

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(b)to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 8.01(i); and

(c)to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder.

Upon request by the Administrative Agent at any time, the Required Lenders or all Lenders if so required will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 10.10.

ARTICLE XI

MISCELLANEOUS

11.01Amendments, Etc.

No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrowers or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:

(a)extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 9.02) without the written consent of such Lender (it being understood and agreed that a waiver of any condition precedent set forth in Section 5.02 or of any Default or Event of Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);

(b)postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;

(c)reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest at the Default Rate;

(d)change Section 2.12 or Section 9.03 in a manner that would alter the pro rata sharing of payments or the order of application of payments required thereby without the written consent of each Lender directly affected thereby;

(e)amend Section 1.10 or the definition of “Alternative Currency” without the consent of each Lender directly affected thereby;

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(f)change any provision of this Section 11.01 or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender directly affected thereby;

(g)(i) release any Borrower or, except in connection with a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the Guarantors, from its or their obligations under the Loan Documents without the written consent of each Lender directly affected thereby; or (ii) except in connection with a Disposition permitted under Section 8.05, release all or substantially all of the Collateral without the written consent of each Lender directly affected thereby;

and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the applicable L/C Issuer in addition to the Lenders required above, affect the rights or duties of such L/C Issuer under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto.  Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender.

Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders.

11.02Notices; Effectiveness; Electronic Communication.

(a)General.  Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(i)if to a Borrower, the Administrative Agent or an L/C Issuer, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 11.02 or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the other parties; and

(ii)if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the Borrowers, the Administrative Agent and the L/C Issuers.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by telecopier shall be deemed to have been given

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when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient).  Notices delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b).

(b)Electronic Communications.  Notices and other communications to the Lenders and the L/C Issuers hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or any L/C Issuer pursuant to Article II if such Lender or such L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication.  The Administrative Agent or any Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

(c)Change of Address, Etc.  Each of the Borrowers, the Administrative Agent and the L/C Issuers may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto.  Each other Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the Borrowers, the Administrative Agent and the L/C Issuers.

(d)Reliance by Administrative Agent and Lenders.  The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Loan Notices) given by a Responsible Officer of any Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof.  GFI shall indemnify the Administrative Agent, each L/C Issuer, each Lender and the Related Parties from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice given by a Responsible Officer of any Borrower.  All telephonic notices to and other communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

11.03No Waiver; Cumulative Remedies.

No failure by any Lender, any L/C Issuer or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.  The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

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11.04Expenses; Indemnity; Damage Waiver.

(a)Costs and Expenses.  GFI shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or any L/C Issuer), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

(b)Indemnification by GFI.  GFI shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the applicable L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to any Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by GFI or any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by GFI or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if GFI or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.  The agreements in this Section 11.04(b) shall survive the termination of the Commitments and the repayment, satisfaction or discharge of all the Obligations

(c)Reimbursement by Lenders.  To the extent that GFI for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any L/C Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such L/C Issuer or such Related Party, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that

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the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) or such L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or such L/C Issuer in connection with such capacity.  The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.11(e).

(d)Waiver of Consequential Damages, Etc.  To the fullest extent permitted by applicable law, no Borrower shall assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof.  No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby except to the extent such damages are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee.

11.05Payments Set Aside.

To the extent that any payment by or on behalf of any Loan Party is made to the Administrative Agent, any L/C Issuer or any Lender, or the Administrative Agent, any L/C Issuer or any Lender exercises its right of set-off, and such payment or the proceeds of such set-off or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such set-off had not occurred, and (b) each Lender and each L/C Issuer severally agrees to pay to the Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the applicable Overnight Rate from time to time in effect, in the Applicable Currency of such recovery or payment.  The obligations of the Lenders and the L/C Issuers under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.

11.06Successors and Assigns.

(a)Successors and Assigns Generally.  The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void).  Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the

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extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)Assignments by Lenders.  Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations) at the time owing to it); provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless the Administrative Agent and, so long as no Event of Default has occurred and is continuing, GFI, otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s Loans and Commitments, and rights and obligations with respect thereto, assigned; (iii) any assignment of a Revolving Commitment must be approved by the Administrative Agent unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.  Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 11.04 and 11.05 with respect to facts and circumstances occurring prior to the effective date of such assignment).  Upon request, each Borrower (at its expense) shall execute and deliver a Note to the assignee Lender.  Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.

(c)Register.  The Administrative Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”).  The entries in the Register shall be conclusive, and the Borrowers, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.  The Register shall be available for inspection by each of the Borrowers and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d)Participations.  Any Lender may at any time, without the consent of, or notice to, any Borrower or the Administrative Agent, sell participations to any Person (other than a natural person or a

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Borrower or any of a Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.  Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in clauses (a) through (g) of the first proviso to Section 11.01 that directly affects such Participant.  Subject to subsection (e) of this Section, each Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section.  To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.08as though it were a Lender, provided such Participant agrees to be subject to Section 2.12 as though it were a Lender.

(e)Limitation upon Participation Rights.  A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with GFI’s prior written consent.  A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 unless GFI is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 3.01(e) as though it were a Lender.

(f)Certain Pledges.  Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(g)Electronic Execution of Assignments.  The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

(g)Resignation as L/C Issuer after Assignment.  Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its Commitment and Loans pursuant to subsection (b) above, Bank of America may, upon thirty days’ notice to GFI and the Lenders, resign as an L/C Issuer.  In the event of any such resignation as L/C Issuer, GFI shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided, however, that no failure by GFI to appoint any such successor shall affect the resignation of Bank of America as an L/C Issuer, as the case may be.  If Bank of America resigns as an L/C Issuer, it shall retain all the rights and obligations of an L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)).

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11.07Confidentiality.

Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ partners, directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (b) to the extent requested by any regulatory authority; (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process; (d) to any other party to this Agreement; (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder; (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any direct or indirect contractual counterparty or prospective counterparty (or such contractual counterparty’s or prospective counterparty’s professional advisor) to any credit derivative transaction relating to obligations of the Loan Parties; (g) with the consent of GFI; (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent or any Lender on a nonconfidential basis from a source other than a Borrower; or (i) to the National Association of Insurance Commissioners or any other similar organization or any nationally recognized rating agency that requires access to information about a Lender’s or its Affiliates’ investment portfolio in connection with ratings issued with respect to such Lender or its Affiliates.  In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry, and service providers to the Administrative Agent and the Lenders in connection with the administration and management of this Agreement, the other Loan Documents, the Commitments, and the Credit Extensions.  For the purposes of this Section, “Information” means all information received from any Loan Party relating to any Loan Party or its business, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by any Loan Party; provided that, in the case of information received from a Loan Party after the date hereof, such information is clearly identified in writing at the time of delivery as confidential.  Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Notwithstanding anything herein to the contrary, “Information” shall not include, and the Borrowers, the other Loan Parties, the Administrative Agent, each Lender and the respective Affiliates of each of the foregoing (and the respective partners, directors, officers, employees, agents, advisors and other representatives of each of the foregoing and their Affiliates) may disclose to any and all Persons, without limitation of any kind (a) any information with respect to the U.S. federal and state income tax treatment of the transactions contemplated hereby and any facts that may be relevant to understanding such tax treatment, which facts shall not include for this purpose the names of the parties or any other Person named herein, or information that would permit identification of the parties or such other Persons, or any pricing terms or other nonpublic business or financial information that is unrelated to such tax treatment or facts, and (b) all materials of any kind (including opinions or other tax analyses) relating to such tax treatment or facts that are provided to any of the Persons referred to above.

11.08Set-off.

In addition to any rights and remedies of the Lenders provided by law, upon the occurrence and during the continuance of any Event of Default, each Lender, each L/C Issuer and each of their respective Affiliates is authorized at any time and from time to time, without prior notice to any Borrower or any

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other Loan Party, any such notice being waived by each Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other indebtedness at any time owing by, such Lender to or for the credit or the account of the respective Loan Parties against any and all Obligations owing to such Lender hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not the Administrative Agent or such Lender shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or indebtedness.  Each Lender agrees promptly to notify GFI and the Administrative Agent after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application.

11.09Interest Rate Limitation.

Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”).  If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the applicable Borrower.  In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

11.10Counterparts.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

11.11Integration.

This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter.  In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the Administrative Agent or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement.  Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.

11.12Survival of Representations and Warranties.

All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof.  Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and

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shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

11.13Severability.

If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions.  The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

11.14Replacement of Lenders.

Under any circumstances set forth herein providing that a Borrower shall have the right to replace a Lender as a party to this Agreement, such Borrower may, upon notice to such Lender and the Administrative Agent, replace such Lender by causing such Lender to assign its Commitment and outstanding Loans (with the assignment fee to be paid by such Borrower in such instance) pursuant to Section 11.06(b) to one or more other Lenders or Eligible Assignees procured by such Borrower; provided, however, that if a Borrower elects to exercise such right with respect to any Lender pursuant to Section 3.06(b), it shall be obligated to replace all Lenders that have made similar requests for compensation pursuant to Section 3.01 or 3.04.  The applicable Borrower(s) shall (x) pay in full all principal, interest, fees and other amounts due and payable to such Lender through the date of replacement (including any amounts payable pursuant to Section 3.05), (y) provide appropriate assurances and indemnities (which may include letters of credit) to the applicable L/C Issuer as such L/C Issuer may reasonably require with respect to any continuing obligation of the applicable replacement Lender to fund participation interests in any L/C Obligations then outstanding, and (z) release such Lender from its obligations under the Loan Documents.  Any Lender being replaced shall execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and participations in L/C Obligations.

11.15Governing Law; Jurisdiction, Etc.

(a)GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE ADMINISTRATIVE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

(b)SUBMISSION TO JURISDICTION.  ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK, NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH PARTY HERETO IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. EACH PARTY HERETO WAIVES

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PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE.

11.16Waiver of Right to Trial by Jury.

EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

11.17USA PATRIOT Act Notice.

Each Lender and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrowers that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Borrowers, which information includes the name and address of each Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to identify such Borrower in accordance with the Act.

11.18Judgment Currency.

If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given.  The obligation of each Borrower in respect of any such sum due from it to the Administrative Agent or the Lenders hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency.  If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent from any Borrower in the Agreement Currency, such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss.  If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent in such currency, the Administrative Agent agrees to return the amount of any excess to such Borrower (or to any other Person who may be entitled thereto under applicable law).

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

BORROWER:	GFI GROUP INC.,
	a Delaware corporation, as a Borrower and, with respect to the Foreign Obligations, as a Guarantor
	By:	/s/ James A. Peers
	Name:	James A. Peers
	Title:	Chief Financial Officer
FOREIGN BORROWER:	GFI HOLDINGS LIMITED,
	a company incorporated under the laws of England and Wales
	By:	/s/ James A. Peers
	Name:	James A. Peers
	Title:	Chief Financial Officer
DOMESTIC GUARANTORS:	GFI GROUP LLC,
	a New York limited liability company
	By:	/s/ James A. Peers
	Name:	James A. Peers
	Title:	Chief Financial Officer
	GFINET INC.,
	a Delaware corporation
	By:	/s/ James A. Peers
	Name:	James A. Peers
	Title:	Chief Financial Officer
	GFI BROKERS LLC,
	a Delaware limited liability company
	By:	/s/ James A. Peers
	Name:	James A. Peers
	Title:	Chief Financial Officer
	INTERACTIVE VENTURES LLC,
	a Delaware limited liability company
	By:	/s/ James A. Peers
	Name:	James A. Peers
	Title:	Chief Financial Officer

	FENICS SOFTWARE INC.,
	a Delaware corporation
	By:	/s/ James A. Peers
	Name:	James A. Peers
	Title:	Chief Financial Officer
FOREIGN GUARANTORS:	FENICS LIMITED,
	a company incorporated under the laws of England and Wales
	By:	/s/ James A. Peers
	Name:	James A. Peers
	Title:	Chief Financial Officer
	FENICS SOFTWARE LIMITED,
	a company incorporated under the laws of England and Wales
	By:	/s/ James A. Peers
	Name:	James A. Peers
	Title:	Chief Financial Officer
	GFINET EUROPE LIMITED,
	a company incorporated under the laws of England and Wales
	By:	/s/ James A. Peers
	Name:	James A. Peers
	Title:	Chief Financial Officer

ADMINISTRATIVE AGENT:	BANK OF AMERICA, N.A.,
	as Administrative Agent
	By:	/s/ Sean W. Cassidy
	Name:	Sean W. Cassidy
	Title:	Principal
LENDERS:	BANK OF AMERICA, N.A.,
	as a Lender and an L/C Issuer
	By:		/s/ Sean W. Cassidy
	Name:		Sean W. Cassidy
	Title:		Principal
	BARCLAYS BANK PLC,
	as a Lender
	By:		/s/ Kathryn C. George
	Name:		Kathryn C. George
	Title:		Managing Director
	BROWN BROTHERS HARRIMAN & CO.,
	as a Lender
	By:		/s/ Stuart Ratciffe
	Name:		Stuart Ratciffe
	Title:		Relationship Director
	THE ROYAL BANK OF SCOTLAND PLC,
	as a Lender
	By:		/s/ Gregory Derek Elswood
	Name:		Gregory Derek Elswood
	Title:		Business Development Director

EX-10.2

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Exhibit 10.2

DOMESTIC
SECURITY AGREEMENT

        THIS DOMESTIC SECURITY AGREEMENT (as amended and modified from time to time, this "Domestic Security Agreement") dated as of August 23, 2004 is by and among the parties identified as "Grantors" on the signature pages hereto and such other parties as may become Grantors hereunder after the date hereof (individually a "Grantor", and collectively the "Grantors") and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the "Administrative Agent") for the holders of the Secured Obligations referenced below.

W I T N E S S E T H

        WHEREAS, pursuant to that certain Credit Agreement dated as of August 23, 2004 (as amended, modified, supplemented and extended from time to time, the "Credit Agreement") among GFI Group, Inc., a Delaware corporation ("GFI"), GFI Holdings Limited (the "Foreign Borrower"; together with GFI, the "Borrowers"), the Guarantors identified therein, the Lenders identified therein and Bank of America, N.A., as Administrative Agent, the Lenders have agreed to provide credit facilities to the Borrowers; and

        WHEREAS, this Domestic Security Agreement is required under the terms of the Credit Agreement.

        NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

        1.    Definitions.

        (a)   Capitalized terms used and not otherwise defined herein shall have the meanings provided in the Credit Agreement.

        (b)   The following terms shall have the meanings assigned thereto in the Uniform Commercial Code in effect in the State of New York on the date hereof: Accession, Account, As-Extracted Collateral, Chattel Paper, Commercial Tort Claim, Consumer Goods, Deposit Account, Document, Equipment, Farm Products, Fixtures, General Intangible, Goods, Instrument, Inventory, Investment Property, Letter-of-Credit Right, Manufactured Home, Proceeds, Software, Standing Timber, Supporting Obligation and Tangible Chattel Paper.

        (c)   As used herein, the following terms shall have the meanings set forth below:

        "Collateral" has the meaning provided in Section 2 hereof.

        "Copyright License" means any written agreement, naming any Grantor as licensor, granting any right under any Copyright.

        "Copyrights" means (a) all copyrights registered in the United States or any other country in all Works, now existing or hereafter created or acquired, all registrations and recordings thereof, and all applications in connection therewith, including, without limitation, registrations, recordings and applications in the United States Copyright Office or in any similar office or agency of the United States, any state thereof or any other country or political subdivision thereof, or otherwise, and (b) all renewals thereof.

        "Patent License" means any agreement, whether written or oral, providing for the grant by or to a Grantor of any right to manufacture, use or sell any invention covered by a Patent.

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        "Patents" means (a) all letters patent of the United States or any other country and all reissues and extensions thereof, and (b) all applications for letters patent of the United States or any other country and all divisions, continuations and continuations-in-part thereof.

        "Secured Obligations" means, without duplication, (i) all of the obligations of the Loan Parties to the Lenders (including any L/C Issuer) and the Administrative Agent, under the Credit Agreement or any other Loan Document (including, but not limited to, any interest accruing after the commencement of a proceeding by or against any Loan Party under any Debtor Relief Laws, regardless of whether such interest is an allowed claim under such proceeding), whether now existing or hereafter arising, due or to become due, direct or indirect, absolute or contingent, howsoever evidenced, created, held or acquired, whether primary, secondary, direct, contingent, or joint and several, as such obligations may be amended, modified, increased, extended, renewed or replaced from time to time, (ii) all of the obligations owing by the Loan Parties under any Swap Contract between any Loan Party and any Lender or Affiliate of a Lender, whether now existing or hereafter arising and (iii) all costs and expenses incurred in connection with enforcement and collection of the obligations described in the foregoing clauses (i) and (ii), including Attorney Costs.

        "Trademark License" means any agreement, written or oral, providing for the grant by or to a Grantor of any right to use any Trademark.

        "Trademarks" means (a) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers, and the goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any state thereof or any other country or any political subdivision thereof, or otherwise and (b) all renewals thereof.

        "UCC" means the Uniform Commercial Code.

        "Work" means any work that is subject to copyright protection pursuant to Title 17 of the United States Code.

        2.    Grant of Security Interest in the Collateral.    To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Grantor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured Obligations, a continuing security interest in, any and all right, title and interest of such Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "Collateral"):

        (a)   all Accounts (excluding, for the avoidance of doubt, customer accounts that are not accounts of such Grantor);

        (b)   all cash and currency;

        (c)   all Chattel Paper;

        (d)   those Commercial Tort Claims identified on Schedule 2(d) attached hereto;

        (e)   all Copyrights;

        (f)    all Copyright Licenses;

        (g)   all Deposit Accounts;

        (h)   all Documents;

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        (i)    all Equipment;

        (j)    all Fixtures;

        (k)   all General Intangibles;

        (l)    all Goods;

        (m)  all Instruments;

        (n)   all Inventory;

        (o)   all Investment Property;

        (p)   all Letter-of-Credit Rights;

        (q)   all Patents;

        (r)   all Patent Licenses;

        (s)   all Software;

        (t)    all Supporting Obligations;

        (u)   all Trademarks;

        (v)   all Trademark Licenses; and

        (w)  to the extent not otherwise included, all Accessions and all Proceeds of any and all of the foregoing.

        Notwithstanding anything to the contrary contained herein, the security interests granted under this Domestic Security Agreement shall not extend to (i) any permit, lease, license, contract or other instrument of a Grantor if the grant of a security interest in such permit, lease, license, contract or other instrument (including, without limitation, any purchase agreement and any assets subject to a purchase money security interest in respect thereof) in the manner contemplated by this Domestic Security Agreement, under the terms thereof or under applicable law, is prohibited and would result in the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter such Grantor's rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both); provided that any such limitation on the security interests granted hereunder shall only apply to the extent that (A) after reasonable efforts, consent from the relevant party or parties has not been obtained and (B) any such prohibition could not be rendered ineffective pursuant to the UCC or any other applicable law (including Debtor Relief Laws) or principles of equity, (ii) any Capital Stock in any Subsidiary and (iii) any Pledged Collateral (as defined in the Domestic Pledge Agreement).

        The Grantors and the Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not and shall not be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

        3.    Provisions Relating to Accounts.

        (a)   Anything herein to the contrary notwithstanding, each of the Grantors shall remain liable under each of the Accounts to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise to each such Account. Neither the Administrative Agent nor any holder of the Secured Obligations shall have any obligation or liability under any Account (or any agreement giving rise thereto) by reason of or arising out of this Domestic Security Agreement or the receipt by the Administrative Agent or any

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holder of the Secured Obligations of any payment relating to such Account pursuant hereto, nor shall the Administrative Agent or any holder of the Secured Obligations be obligated in any manner to perform any of the obligations of a Grantor under or pursuant to any Account (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party under any Account (or any agreement giving rise thereto), to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

        (b)   At any time after the occurrence and during the continuation of an Event of Default, (i) the Administrative Agent shall have the right, but not the obligation, to make test verifications of the Accounts in any manner and through any medium that it reasonably considers advisable, and the Grantors shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection with such test verifications and (ii) the Administrative Agent in its own name or in the name of others may communicate with account debtors on the Accounts to verify with them to the Administrative Agent's satisfaction the existence, amount and terms of any Accounts.

        4.    Representations and Warranties.    Each Grantor hereby represents and warrants to the Administrative Agent, for the benefit of the holders of the Secured Obligations, that so long as any of the Secured Obligations remains outstanding and until all of the commitments relating thereto have been terminated:

        (a)   Legal Name; Chief Executive Office.    As of the date hereof:

        (i)    Each Grantor's exact legal name, taxpayer identification number, organization identification number, and state of formation are (and for the prior five years have been) as set forth on Schedule 6.20(c) to the Credit Agreement.

        (ii)   Each Grantor's chief executive office is located (and for the prior five years has been) at the location(s) set forth on Schedule 6.20(c) to the Credit Agreement.

        (iii)  Other than as set forth on Schedule 4(a) attached hereto, no Grantor has been party to a merger, consolidation or other change in structure or used any tradename in the prior five years.

        (b)   Ownership.    Each Grantor is the legal and beneficial owner of its Collateral and has the right to pledge, sell, assign or transfer the same.

        (c)   Security Interest/Priority.    This Domestic Security Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the holders of the Secured Obligations, in the Collateral of such Grantor and, when properly perfected by filing, shall constitute a valid perfected security interest in such Collateral, to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens.

        (d)   Types of Collateral.    None of the Collateral consists of, or is the Accessions or the Proceeds of, As-Extracted Collateral, Consumer Goods, Farm Products, Manufactured Homes, or Standing Timber.

        (e)   Accounts.    With respect to the Accounts of the Grantors reflected as accounts receivable on the consolidated balance sheet of GFI and its Subsidiaries most recently delivered to the Administrative Agent pursuant to the Credit Agreement, (i) each Account of the Grantors and the papers and documents relating thereto are genuine and in all material respects what they purport to be, (ii) each Account arises out of (A) a bona fide sale of goods sold and delivered by such Grantor (or is in the process of being delivered) or (B) services theretofore actually rendered by such Grantor to, the account debtor named therein, (iii) any Account of a Grantor evidenced by any Instrument or Chattel Paper has, to the extent requested by the Administrative Agent, been

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endorsed over and delivered to, or submitted to the control of, the Administrative Agent and (iv) no surety bond was required or given in connection with any Account of a Grantor or the contracts or purchase orders out of which they arose.

        (f)    Inventory.    No Inventory of a Grantor is held by any Person other than a Grantor pursuant to consignment, sale or return, sale on approval or similar arrangement.

        (g)   Copyrights, Patents and Trademarks.

        (i)    Schedule 6.17 to the Credit Agreement includes all Copyrights, Patents, Trademarks and material Copyright Licenses, Patent Licenses and Trademark Licenses owned by any Grantor in its own name, or to which any Grantor is a party, as of the date hereof.

        (ii)   To each Grantor's knowledge, each material Copyright, Patent and Trademark of such Grantor is valid, subsisting, unexpired, enforceable and has not been abandoned.

        (iii)  Except as set forth in Schedule 6.17 to the Credit Agreement, none of the material Copyrights, Patents and Trademarks of any Grantor is the subject of any licensing or franchise agreement, as of the date hereof..

        (iv)  To each Grantor's knowledge, no holding, decision or judgment has been rendered by any Governmental Authority that would limit, cancel or question the validity of any material Copyright, Patent or Trademark of any Grantor.

        (v)   No action or proceeding is pending seeking to limit, cancel or question the validity of any material Copyright, Patent or Trademark of any Grantor, or that could be expected to have a material adverse effect on the value of any material Copyright, Patent or Trademark of any Grantor.

        (vi)  All applications pertaining to the material Copyrights, Patents and Trademarks of each Grantor have been duly and properly filed, and all registrations or letters pertaining to such Copyrights, Patents and Trademarks have been duly and properly filed and issued, and all of such Copyrights, Patents and Trademarks are valid and enforceable.

        (vii) No Grantor has made any assignment or agreement in conflict with the security interest in the Copyrights, Patents or Trademarks of any Grantor hereunder.

        5.    Covenants.    Each Grantor covenants that, so long as any of the Secured Obligations remains outstanding and until all of the commitments relating thereto have been terminated, such Grantor shall:

        (a)    Other Liens.    Defend the Collateral against the claims and demands of all other parties claiming an interest therein other than Permitted Liens.

        (b)    Instruments/Tangible Chattel Paper/Documents.    If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument or Tangible Chattel Paper, or if any property constituting Collateral shall be stored or shipped subject to a Document, (i) ensure that such Instrument, Tangible Chattel Paper or Document is either in the possession of such Grantor at all times or, if requested by the Administrative Agent, is immediately delivered to the Administrative Agent, duly endorsed in a manner reasonably satisfactory to the Administrative Agent and (ii) ensure that any Collateral consisting of Tangible Chattel Paper is marked with a legend acceptable to the Administrative Agent indicating the Administrative Agent's security interest in such Tangible Chattel Paper.

        (c)    Change in Structure, Location or Type.    Not, without providing ten days prior written notice to the Administrative Agent (i) change its name or state of formation, (ii) be party to a

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merger, consolidation or other change in structure or (iii) use any tradename other than as set forth on Schedule 4(a) attached hereto.

        (d)    Perfection of Security Interest.    Execute and deliver to the Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Administrative Agent may reasonably request) and do all such other things as the Administrative Agent may reasonably deem necessary, appropriate or convenient (i) to assure to the Administrative Agent the effectiveness and priority of its security interests hereunder, including (A) such instruments as the Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (B) with regard to Copyrights registered in the United States, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Schedule 5(d)(i) attached hereto, (C) with regard to Patents registered in the United States, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Schedule 5(d)(ii) attached hereto and (D) with regard to Trademarks registered with the United States Patent and Trademark Office and all applications for Trademarks filed with the United States Patent and Trademark Office, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Schedule 5(d)(iii) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Administrative Agent of its rights and interests hereunder. To that end, each Grantor authorizes the Administrative Agent to file one or more financing statements (with collateral descriptions broader, including without limitation "all assets" and/or "all personal property" collateral descriptions, and/or less specific than the description of the Collateral contained herein) disclosing the Administrative Agent's security interest in any or all of the Collateral of such Grantor without such Grantor's signature thereon (provided that no such description shall be deemed to modify the description of Collateral in Section 2), and further each Grantor also hereby irrevocably makes, constitutes and appoints the Administrative Agent, its nominee or any other Person whom the Administrative Agent may designate, as such Grantor's attorney-in-fact with full power and for the limited purpose to sign in the name of such Grantor any such financing statements (including renewal statements), amendments and supplements, notices or any similar documents that in the Administrative Agent's sole discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations remain unpaid and until the commitments relating thereto shall have been terminated. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Domestic Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Administrative Agent without notice thereof to such Grantor wherever the Administrative Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than New York becomes or is applicable to the Collateral of any Grantor or any part thereof, or to any of the Secured Obligations, such Grantor agrees to execute and deliver all such instruments and to do all such other things as the Administrative Agent in its sole discretion reasonably deems necessary, appropriate or convenient to preserve, protect and enforce the security interests of the Administrative Agent under the law of such other jurisdiction (and, if a Grantor shall fail to do so promptly upon the request of the Administrative Agent, then the Administrative Agent may execute any and all such requested documents on behalf of such Grantor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor's agents and the Administrative Agent so requests, such Grantor agrees to notify such agents in writing of the Administrative Agent's security interest therein and, upon the Administrative Agent's request, instruct them to hold all such Collateral for the account of the holders of the Secured

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Obligations and subject to the Administrative Agent's instructions. Each Grantor agrees to mark its books and records to reflect the security interest of the Administrative Agent in the Collateral.

        (e)    Control.    Execute and deliver all agreements, assignments, instruments or other documents as the Administrative Agent shall reasonably request for the purpose of obtaining and maintaining control within the meaning of the UCC with respect to any Collateral consisting of Deposit Accounts, Investment Property, Letter-of-Credit Rights and Electronic Chattel Paper.

        (f)    Collateral held by Warehouseman, Bailee, etc.    If any Collateral is at any time in the possession or control of a warehouseman, bailee, agent or processor of such Grantor, (i) notify the Administrative Agent of such possession or control, (ii) notify such Person of the Administrative Agent's security interest in such Collateral, (iii) instruct such Person to hold all such Collateral for the Administrative Agent's account and subject to the Administrative Agent's instructions and (iv) use commercially reasonable efforts to obtain an acknowledgment from such Person that it is holding such Collateral for the benefit of the Administrative Agent.

        (g)    Treatment of Accounts.    Not grant or extend the time for payment of any Account, or compromise or settle any Account for less than the full amount thereof, or release any Person or property, in whole or in part, from payment thereof, or allow any credit or discount thereon, in each case other than as normal and customary in the ordinary course of a Grantor's business or as required by law.

        (h)    Covenants Relating to Copyrights.

        (i)    Not do any act or knowingly omit to do any act whereby any material Copyright may become invalidated and (A) not do any act, or knowingly omit to do any act, whereby any material Copyright may become injected into the public domain; (B) notify the Administrative Agent immediately if it knows that any material Copyright may become injected into the public domain or of any materially adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any court or tribunal in the United States or any other country) regarding a Grantor's ownership of any such material Copyright or its validity; (C) take all necessary steps as it shall deem appropriate under the circumstances, to maintain and pursue each application (and to obtain the relevant registration) of each material Copyright owned by a Grantor and to maintain each registration of each material Copyright owned by a Grantor including, without limitation, filing of applications for renewal where necessary; and (D) promptly notify the Administrative Agent of any infringement of any material Copyright of a Grantor of which it becomes aware and take such actions as it shall reasonably deem appropriate under the circumstances to protect such Copyright, including, where appropriate, the bringing of suit for infringement, seeking injunctive relief and seeking to recover any and all damages for such infringement.

        (ii)   Not make any assignment or agreement in conflict with the security interest in the Copyrights of each Grantor hereunder (other than in connection with a Permitted Lien or as otherwise provided in the Credit Agreement).

        (i)    Covenants Relating to Patents and Trademarks.

        (i)    (A) Continue to use each material Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any claim of abandonment for non-use, (B) maintain as in the past the quality of products and services offered under such Trademark, (C) employ such Trademark with the appropriate notice of registration, if applicable, (D) not adopt or use any mark that is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the holders of the Secured Obligations, shall obtain a perfected security interest in such mark pursuant to

8

this Domestic Security Agreement, and (E) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any such Trademark may become invalidated.

        (ii)   Not do any act, or omit to do any act, whereby any material Patent may become abandoned or dedicated.

        (iii)  Notify the Administrative Agent and the holders of the Secured Obligations immediately if it knows that any application or registration relating to any material Patent or Trademark may become abandoned or dedicated, or of any materially adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantor's ownership of any material Patent or Trademark or its right to register the same or to keep and maintain the same.

        (iv)  Whenever a Grantor, either by itself or through an agent, employee, licensee or designee, shall file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, such Grantor shall report such filing to the Administrative Agent within five Business Days after the last day of the fiscal quarter in which such filing occurs. Upon request of the Administrative Agent, a Grantor shall execute and deliver any and all agreements, instruments, documents and papers as the Administrative Agent may reasonably request to evidence the security interest of the Administrative Agent and the holders of the Secured Obligations in any material Patent or Trademark and the goodwill and general intangibles of a Grantor relating thereto or represented thereby.

        (v)   Take all reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of each material Patent and Trademark, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability.

        (vi)  Promptly notify the Administrative Agent and the holders of the Secured Obligations after it learns that any material Patent or Trademark included in the Collateral is infringed, misappropriated or diluted by a third party and promptly sue for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark.

        (vii) Not make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of each Grantor hereunder (other than in connection with a Permitted Lien or as otherwise provided in the Credit Agreement).

        (j)    Insurance.    Insure, repair and replace the Collateral of such Grantor as set forth in (and to the extent required by) the Credit Agreement. All insurance proceeds shall be subject to the security interest of the Administrative Agent hereunder.

        (k)    Commercial Tort Claims.

        (i)    Promptly notify the Administrative Agent in writing of the initiation of any Commercial Tort Claim before any Governmental Authority by or in favor of such Grantor or any of its Subsidiaries reasonably expected by GFI to result in an award in excess of $1,000,000.

9

        (ii)   Execute and deliver such statements, documents and notices and do and cause to be done all such things as the Administrative Agent may reasonably deem necessary, appropriate or convenient, or as are required by law, to create, perfect and maintain the Administrative Agent's security interest in any Commercial Tort Claim.

        6.    Advances by Administrative Agent.    On failure of any Grantor to perform any of the covenants and agreements contained herein, the Administrative Agent may, at its sole option and in its sole discretion, upon notice to the Grantors, perform the same and in so doing may expend such sums as the Administrative Agent may reasonably deem advisable in the performance thereof, including, without limitation, the payment of any insurance premiums, the payment of any taxes, a payment to obtain a release of a Lien or potential Lien (other than a Permitted Lien), expenditures made in defending against any adverse claim and all other expenditures that the Administrative Agent may make for the protection of the security hereof or that may be compelled to make by operation of law. All such sums and amounts so expended shall be repayable by the Grantors on a joint and several basis (subject to Section 23 hereof) promptly upon timely notice thereof and demand therefor, shall constitute additional Secured Obligations and shall bear interest from the date said amounts are expended at the Default Rate. No such performance of any covenant or agreement by the Administrative Agent on behalf of any Grantor, and no such advance or expenditure therefor, shall relieve the Grantors of any default under the terms of this Domestic Security Agreement, the other Loan Documents or any other documents relating to the Secured Obligations. The Administrative Agent may make any payment hereby authorized in accordance with any bill, statement or estimate procured from the appropriate public office or holder of the claim to be discharged without inquiry into the accuracy of such bill, statement or estimate or into the validity of any tax assessment, sale, forfeiture, tax lien, title or claim except to the extent such payment is being contested in good faith by a Grantor in appropriate proceedings and against which adequate reserves are being maintained in accordance with GAAP.

        7.    Remedies.

        (a)    General Remedies.    Upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Agent shall have, in addition to the rights and remedies provided herein, in the Loan Documents, in any other documents relating to the Secured Obligations, or by law (including, without limitation, levy of attachment and garnishment), the rights and remedies of a secured party under the UCC of the jurisdiction applicable to the affected Collateral and, further, the Administrative Agent may, with or without judicial process or the aid and assistance of others, (i) enter on any premises on which any of the Collateral may be located and, without resistance or interference by the Grantors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors to assemble and make available to the Administrative Agent at the expense of the Grantors any Collateral at any place and time designated by the Administrative Agent that is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) without demand and without advertisement, notice, hearing or process of law, all of which each of the Grantors hereby waives to the fullest extent permitted by law, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private sale, by one or more contracts, in one or more parcels, for cash, upon credit or otherwise, at such prices and upon such terms as the Administrative Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Each of the Grantors acknowledges that any private sale referenced above may be at prices and on terms less favorable to the seller than the prices and terms that might have been obtained at a public sale and agrees that such private sale shall be deemed to have been made in a commercially reasonable manner. Neither the Administrative Agent's compliance with applicable law nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. In addition to all other sums due the Administrative Agent and the holders of the Secured

10

Obligations with respect to the Secured Obligations, the Grantors shall pay the Administrative Agent and each of the holders of the Secured Obligations all reasonable documented costs and expenses incurred by the Administrative Agent or any such holder of the Secured Obligations, including Attorney Costs and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent or the holders of the Secured Obligations or the Grantors concerning any matter arising out of or connected with this Domestic Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Debtor Relief Laws. To the extent the rights of notice cannot be legally waived hereunder, each Grantor agrees that any requirement of reasonable notice shall be met if such notice is personally served on or mailed, postage prepaid, to GFI in accordance with the notice provisions of Section 11.02 of the Credit Agreement at least ten Business Days before the time of sale or other event giving rise to the requirement of such notice. The Administrative Agent shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by law, any holder of the Secured Obligations may be a purchaser at any such sale. To the extent permitted by applicable law, each of the Grantors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable law, the Administrative Agent and the holders of the Secured Obligations may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by law, be made at the time and place to which the sale was postponed, or the Administrative Agent may further postpone such sale by announcement made at such time and place.

        (b)    Remedies relating to Accounts.    Upon the occurrence of an Event of Default and during the continuation thereof, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor will promptly upon request of the Administrative Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (ii) the Administrative Agent shall have the right to enforce any Grantor's rights against its customers and account debtors, and the Administrative Agent or its designee may notify any Grantor's customers and account debtors that the Accounts of such Grantor have been assigned to the Administrative Agent or of the Administrative Agent's security interest therein, and may (either in its own name or in the name of a Grantor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, sue for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent's discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations in the Accounts. Each Grantor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions hereof shall be solely for the Administrative Agent's own convenience and that such Grantor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Administrative Agent and the holders of the Secured Obligations shall have no liability or responsibility to any Grantor for acceptance of a check, draft or other order for payment of money bearing the legend "payment in full" or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees to indemnify the Administrative Agent and the holders of the Secured Obligations from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and Attorney Costs suffered or incurred by the Administrative Agent or the holders of the Secured Obligations (each, an "Indemnified Party") because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its partners, officers, employees or agents. In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is

11

brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party thereto.

        (c)    Access.    In addition to the rights and remedies hereunder, upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Agent shall have the right to enter and remain upon the various premises of the Grantors without cost or charge to the Administrative Agent, and use the same, together with materials, supplies, books and records of the Grantors for the purpose of collecting and liquidating the Collateral, or for preparing for sale and conducting the sale of the Collateral, whether by foreclosure, auction or otherwise. In addition, the Administrative Agent may remove Collateral, or any part thereof, from such premises and/or any records with respect thereto, in order to effectively collect or liquidate such Collateral.

        (d)    Nonexclusive Nature of Remedies.    Failure by the Administrative Agent or the holders of the Secured Obligations to exercise any right, remedy or option under this Domestic Security Agreement, any other Loan Document, any other documents relating to the Secured Obligations, or as provided by law, or any delay by the Administrative Agent or the holders of the Secured Obligations in exercising the same, shall not operate as a waiver of any such right, remedy or option. No waiver hereunder shall be effective unless it is in writing, signed by the party against whom such waiver is sought to be enforced and then only to the extent specifically stated, which in the case of the Administrative Agent or the holders of the Secured Obligations shall only be granted as provided herein. To the extent permitted by law, neither the Administrative Agent, the holders of the Secured Obligations, nor any party acting as attorney for the Administrative Agent or the holders of the Secured Obligations, shall be liable hereunder for any acts or omissions or for any error of judgment or mistake of fact or law other than their gross negligence or willful misconduct hereunder. The rights and remedies of the Administrative Agent and the holders of the Secured Obligations under this Domestic Security Agreement shall be cumulative and not exclusive of any other right or remedy that the Administrative Agent or the holders of the Secured Obligations may have.

        (e)    Retention of Collateral.    To the extent permitted under applicable law, in addition to the rights and remedies hereunder, upon the occurrence and during the continuation of an Event of Default, the Administrative Agent may, after providing the notices required by Sections 9-620 and 9-621 of the UCC or otherwise complying with the requirements of applicable law of the relevant jurisdiction, accept or retain all or any portion of the Collateral in satisfaction of the Secured Obligations. Unless and until the Administrative Agent shall have provided such notices, however, the Administrative Agent shall not be deemed to have accepted or retained any Collateral in satisfaction of any Secured Obligations for any reason.

        (f)    Deficiency.    In the event that the proceeds of any sale, collection or realization are insufficient to pay all amounts to which the Administrative Agent or the holders of the Secured Obligations are legally entitled, the Grantors shall be jointly and severally liable for the deficiency (subject to Section 23 hereof), together with interest thereon at the Default Rate, together with the costs of collection and Attorney Costs. Any surplus remaining after the full payment and satisfaction of the Secured Obligations shall be returned to the Grantors or to whomsoever a court of competent jurisdiction shall determine to be entitled thereto.

        8.    Rights of the Administrative Agent.

        (a)    Power of Attorney.    In addition to other powers of attorney contained herein, each Grantor hereby designates and appoints the Administrative Agent, on behalf of the holders of the Secured Obligations, and each of its designees or agents, as attorney-in-fact of such Grantor, irrevocably and

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with power of substitution, with authority to take any or all of the following actions upon the occurrence and during the continuation of an Event of Default:

(i)

to demand, collect, settle, compromise and adjust, and give discharges and releases concerning the Collateral, all as the Administrative Agent may reasonably deem appropriate;



(ii)

to commence and prosecute any actions at any court for the purposes of collecting any of the Collateral and enforcing any other right in respect thereof;



(iii)

to defend, settle or compromise any action brought and, in connection therewith, give such discharge or release as the Administrative Agent may reasonably deem appropriate;



(iv)

to receive, open and dispose of mail addressed to a Grantor and endorse checks, notes, drafts, acceptances, money orders, bills of lading, warehouse receipts or other instruments or documents evidencing payment, shipment or storage of the goods giving rise to the Collateral on behalf of and in the name of such Grantor, or securing, or relating to such Collateral;



(v)

to pay or discharge taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Collateral;



(vi)

to direct any parties liable for any payment in connection with any of the Collateral to make payment of any and all monies due and to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct;



(vii)

to receive payment of and receipt for any and all monies, claims, and other amounts due and to become due at any time in respect of or arising out of any Collateral;



(viii)

to sell, assign, transfer, make any agreement in respect of, or otherwise deal with or exercise rights in respect of, any Collateral or the goods or services that have given rise thereto, as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes;



(ix)

to adjust and settle claims under any insurance policy relating thereto;



(x)

to execute and deliver all assignments, conveyances, statements, financing statements, renewal financing statements, security and pledge agreements, affidavits, notices and other agreements, instruments and documents that the Administrative Agent may reasonably deem appropriate in order to perfect and maintain the security interests and liens granted in this Domestic Security Agreement and in order to fully consummate all of the transactions contemplated therein;



(xi)

to institute any foreclosure proceedings that the Administrative Agent may reasonably deem appropriate; and



(xii)

to do and perform all such other acts and things as the Administrative Agent may reasonably deem appropriate in connection with the Collateral.

        This power of attorney is a power coupled with an interest and shall be irrevocable for so long as any of the Secured Obligations shall remain outstanding and until all of the commitments relating thereto shall have been terminated. The Administrative Agent shall be under no duty to exercise or withhold the exercise of any of the rights, powers, privileges and options expressly or implicitly granted to the Administrative Agent in this Domestic Security Agreement, and shall not be liable for any failure to do so or any delay in doing so. The Administrative Agent shall not be liable for any act or omission or for any error of judgment or any mistake of fact or law in its individual capacity or its capacity as attorney-in-fact except acts or omissions resulting from its gross negligence or willful

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misconduct. This power of attorney is conferred on the Administrative Agent solely to protect, preserve and realize upon its security interest in the Collateral.

        (b)    The Administrative Agent's Duty of Care.    Other than the exercise of reasonable care to assure the safe custody of the Collateral while being held by the Administrative Agent hereunder, the Administrative Agent shall have no duty or liability to preserve rights pertaining thereto, it being understood and agreed that the Grantors shall be responsible for preservation of all rights in the Collateral, and the Administrative Agent shall be relieved of all responsibility for the Collateral upon surrendering it or tendering the surrender of it to the Grantors. The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, which shall be no less than the treatment employed by a reasonable and prudent agent in the industry, it being understood that the Administrative Agent shall not have responsibility for taking any necessary steps to preserve rights against any parties with respect to any of the Collateral. In the event of a public or private sale of Collateral pursuant to Section 7 hereof, the Administrative Agent shall have no obligation to clean, repair or otherwise prepare the Collateral for sale.

        9.    Rights of Required Lenders.    All rights of the Administrative Agent hereunder, if not exercised by the Administrative Agent, may be exercised by the Required Lenders. If such rights are so exercised by the Required Lenders, then the Required Lenders shall have all of the rights, privileges and indemnities afforded the Administrative Agent in the exercise of such rights.

        10.    Application of Proceeds.    Upon the occurrence and during the continuation of an Event of Default, any payments in respect of the Secured Obligations and any proceeds of the Collateral, when received by the Administrative Agent or any of the holders of the Secured Obligations in cash or its equivalent, will be applied in reduction of the Secured Obligations in the order set forth in the Credit Agreement or other document relating to the Secured Obligations, and each Grantor irrevocably waives the right to direct the application of such payments and proceeds and acknowledges and agrees that the Administrative Agent shall have the continuing and exclusive right to apply and reapply any and all such payments and proceeds in the Administrative Agent's sole discretion, notwithstanding any entry to the contrary upon any of its books and records.

        11.    Continuing Agreement.

        (a)   This Domestic Security Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remains outstanding and until all of the commitments relating thereto have been terminated (other than any obligations with respect to the indemnities set forth in the Loan Documents). Upon such payment and termination, this Domestic Security Agreement and the liens and security interests of the Administrative Agent hereunder shall be automatically terminated and the Administrative Agent shall, upon the request and at the expense of the Grantors, execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors evidencing such termination. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Domestic Security Agreement.

        (b)   This Domestic Security Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including Attorney Costs) incurred by the Administrative

14

Agent or any holder of the Secured Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

        12.    Amendments and Waivers.    This Domestic Security Agreement and the provisions hereof may not be amended, waived, modified, changed, discharged or terminated except as set forth in Section 11.01 of the Credit Agreement.

        13.    Successors in Interest.    This Domestic Security Agreement shall create a continuing security interest in the Collateral and shall be binding upon each Grantor, its successors and assigns, and shall inure, together with the rights and remedies of the Administrative Agent and the holders of the Secured Obligations hereunder, to the benefit of the Administrative Agent and the holders of the Secured Obligations and their successors and permitted assigns; provided, however, none of the Grantors may assign its rights or delegate its duties hereunder without the prior written consent of the requisite Lenders under the Credit Agreement. To the fullest extent permitted by law, each Grantor hereby releases the Administrative Agent and each holder of the Secured Obligations, their respective successors and assigns and their respective officers, attorneys, employees and agents, from any liability for any act or omission or any error of judgment or mistake of fact or of law relating to this Domestic Security Agreement or the Collateral, except for any liability arising from the gross negligence or willful misconduct of the Administrative Agent or such holder, or their respective officers, attorneys, employees or agents.

        14.    Notices.    All notices required or permitted to be given under this Domestic Security Agreement shall be given as provided in Section 11.02 of the Credit Agreement.

        15.    Counterparts.    This Domestic Security Agreement may be executed in any number of counterparts, each of which where so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. It shall not be necessary in making proof of this Domestic Security Agreement to produce or account for more than one such counterpart.

        16.    Headings.    The headings of the sections and subsections hereof are provided for convenience only and shall not in any way affect the meaning or construction of any provision of this Domestic Security Agreement.

        17.    Governing Law; Submission to Jurisdiction; Venue.

        (a)   THIS DOMESTIC SECURITY AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE ADMINISTRATIVE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

        (b)   ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS DOMESTIC SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK, NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS DOMESTIC SECURITY AGREEMENT, EACH GRANTOR AND THE ADMINISTRATIVE AGENT, ON BEHALF OF ITSELF AND EACH LENDER, CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH GRANTOR AND THE ADMINISTRATIVE AGENT, ON BEHALF OF ITSELF AND EACH LENDER, IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS DOMESTIC SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. EACH GRANTOR AND THE

15

ADMINISTRATIVE AGENT, ON BEHALF OF ITSELF AND EACH LENDER, WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE.

        18.    Waiver of Right to Trial by Jury.

        EACH PARTY TO THIS DOMESTIC SECURITY AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS DOMESTIC SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS DOMESTIC SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS DOMESTIC SECURITY AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

        19.    Severability.    If any provision of this Domestic Security Agreement is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions.

        20.    Entirety.    This Domestic Security Agreement, the other Loan Documents and the other documents relating to the Secured Obligations represent the entire agreement of the parties hereto and thereto, and supersede all prior agreements and understandings, oral or written, if any, including any commitment letters or correspondence relating to the Loan Documents, any other documents relating to the Secured Obligations, or the transactions contemplated herein and therein.

        21.    Survival.    All representations and warranties of the Grantors hereunder shall survive the execution and delivery of this Domestic Security Agreement, the other Loan Documents and the other documents relating to the Secured Obligations, the delivery of the Notes and the extension of credit thereunder or in connection therewith.

        22.    Other Security.    To the extent that any of the Secured Obligations are now or hereafter secured by property other than the Collateral (including, without limitation, real property and securities owned by a Grantor), or by a guarantee, endorsement or property of any other Person, then the Administrative Agent shall have the right to proceed against such other property, guarantee or endorsement upon the occurrence of any Event of Default, and the Administrative Agent shall have the right, in its sole discretion, to determine which rights, security, liens, security interests or remedies the Administrative Agent shall at any time pursue, relinquish, subordinate, modify or take with respect thereto, without in any way modifying or affecting any of them or the Secured Obligations or any of the rights of the Administrative Agent or the holders of the Secured Obligations under this Domestic Security Agreement, under any of the other Loan Documents or under any other document relating to the Secured Obligations.

        23.    Joint and Several Obligations of Grantors.

        (a)   Subject to subsection (c) of this Section 23, each of the Grantors is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the holders of the Secured Obligations, for the mutual benefit, directly and indirectly, of each of the Grantors and in

16

consideration of the undertakings of each of the Grantors to accept joint and several liability for the obligations of each of them.

        (b)   Subject to subsection (c) of this Section 23, each of the Grantors jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Grantors with respect to the payment and performance of all of the Secured Obligations arising under this Domestic Security Agreement, the other Loan Documents and any other documents relating to the Secured Obligations, it being the intention of the parties hereto that all the Secured Obligations shall be the joint and several obligations of each of the Grantors without preferences or distinction among them.

        (c)   Notwithstanding any provision to the contrary contained herein, in any other of the Loan Documents or in any other documents relating to the Secured Obligations, the obligations of each Grantor under the Credit Agreement, the other Loan Documents and the other documents relating to the Secured Obligations shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provisions of any applicable state law.

[Signature Pages Follow]

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        Each of the parties hereto has caused a counterpart of this Domestic Security Agreement to be duly executed and delivered as of the date first above written.

GRANTORS:	GFI GROUP INC., a Delaware corporation
	By:	/s/  JAMES A. PEERS Name: James A. Peers Title: Chief Financial Officer
	GFI GROUP LLC, a New York limited liability company
	By:	/s/  JAMES A. PEERS Name: James A. Peers Title: Chief Financial Officer
	GFINET INC., a Delaware corporation
	By:	/s/  JAMES A. PEERS Name: James A. Peers Title: Chief Financial Officer
	GFI BROKERS LLC, a Delaware limited liability company
	By:	/s/  JAMES A. PEERS Name: James A. Peers Title: Chief Financial Officer
	INTERACTIVE VENTURES LLC, a Delaware limited liability company
	By:	/s/  JAMES A. PEERS Name: James A. Peers Title: Chief Financial Officer
	FENICS SOFTWARE INC., a Delaware corporation
	By:	/s/  JAMES A. PEERS Name: James A. Peers Title: Chief Financial Officer

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Accepted and agreed to as of the date first above written.

BANK OF AMERICA, N.A., GI Administrative Agent

By:
/s/  SEAN W. CASSIDY Name: Sean W. Cassidy
Title: Principal

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QuickLinks

DOMESTIC SECURITY AGREEMENT

EX-10.3

Exhibit 10.3

MXB/51076.00185/6697874.08

Debenture

Dated 23 August 2004

GFI Holdings Limited
(and others as Chargors)

Bank of America, N.A.
(as Administrative Agent)

DentonWildeSapte...
One Fleet Place London [C4M 7WS United Kingdom	T +44 (0)20 7242 1212 F +44 (0)20 7246 7777 info@dentonwildesapte.com www.dentonwildesapte.com

Contents

1	Interpretation	1
1.1	Definitions	1
1.2	Construction	3
2	Fixed Security	4
3	Floating Charge	6
3.1	Creation	6
3.2	Conversion by notice	6
3.3	No waiver	6
4	Representations and Warranties	6
4.1	Making of representations	6
4.2	Capacity	6
4.3	Title	6
4.4	Security	7
4.5	Security Shares	7
4.6	Insolvency Proceedings	7
5	Undertakings	7
5.1	Duration	7
5.2	General	7
5.3	Property	7
5.4	Security Shares	8
6	When Security becomes Enforceable	10
7	Enforcement of Security	10
7.1	General	10
7.2	Administrative Agent of the Chargors	10
7.3	Mortgagee in Possession — No Liability	10
7.4	Privileges	10
7.5	Protection of third parties	10
7.6	Redemption of prior Mortgages	11
8	Receiver	11
8.1	Appointment of Receiver	11
8.2	Relationship with the Administrative Agent	11
8.3	Removal	11
8.4	Remuneration	12
9	Powers of Receiver	12
9.1	General	12
9.2	Borrow and Lend Money	12
9.3	Carry on Business	12
9.4	Compromise	12
9.5	Employees	13
9.6	Leases	13
9.7	Legal actions	13
9.8	Possession	13
9.9	Protection of Assets	13
9.10	Receipts	13
9.11	Sale of assets	14
9.12	Subsidiaries	14
9.13	Exercise of Rights	14
9.14	Uncalled capital	14

9.15	Professional advice	14
9.16	Seal	14
10	Application of Proceeds	14
11	Expenses and Indemnity	14
12	Delegation	15
13	Further Assurances	15
14	Power of Attorney	15
15	Continuing Security	15
15.1	Additional Security	15
15.2	Continuing Security	15
15.3	Reinstatement	16
15.4	Waiver of defences	16
15.5	Immediate recourse	16
15.6	Appropriations	16
15.7	Deferral of Chargors' rights	17
16	Miscellaneous	17
16.1	Covenant to pay	17
16.2	Land Registry	17
16.3	New Accounts	17
16.4	Tacking	18
16.5	Separate Charges	18
16.6	Invalidity	18
16.7	Trust	18
17	Release	18
18	Rights and Remedies	18
19	Notices	18
19.1	Delivery and Receipt	18
19.2	Addresses	19
20	Governing Law and Jurisdiction	19
20.1	Governing Law	19
20.2	Jurisdiction	19
20.3	Process agent acceptance	20
Schedule 1 — The Chargors		21
Schedule 2 — Mortgaged Property		22
Schedule 3 — Group Shares		23

Debenture

Dated

Between

(1)

The Companies identified in Schedule 1 (each a Chargor and together the Chargors); and

(2)

Bank of America, N.A. as agent and trustee for the Secured Parties (the Administrative Agent which expression shall include all successor Administrative Agents appointed from time to time).

Recitals

A

The Chargors enter into this Deed to secure the repayment and satisfaction of the Secured Liabilities.

B

The Chargors and the Administrative Agent intend that this document take effect as a deed notwithstanding that it may be executed under hand.

It is agreed:

1    Interpretation

1.1   Definitions

In this Deed:

Affiliate is defined in the Credit Agreement.

Book Debts means:

(a)

all book and other debts in existence from time to time (including, without limitation, any sums whatsoever owed by banks or similar institutions) both present and future, actual or contingent, due, owing to or which may become due, owing to or purchased or otherwise acquired by any Chargor; and



(b)

the benefit of all rights whatsoever relating to the debts referred to above including, without limitation, any related agreements, documents, rights and remedies (including, without limitation, negotiable or non-negotiable instruments, guarantees, indemnities, legal and equitable charges, reservation of proprietary rights, rights of tracing, unpaid vendor's liens and all similar connected or related rights and assets).

Credit Agreement means that certain Credit Agreement entered into as of August    , 2004 among GFI Group, Inc., a Delaware corporation, GFI Holdings Limited, a company incorporated in England and Wales, the Guarantors identified therein, the Lenders identified therein and Bank of America, N.A., as Administrative Agent, as the same may be amended, modified, supplemented, extended, restated and replaced from time to time.

Debtor Relief Laws is defined in the Credit Agreement.

Equipment means (save to the extent that any such items form part of such Chargor's stock in trade) all present and future plant, equipment, machinery, computers and computer hardware and software (whether owned or licensed), vehicles, tools, furniture and fixtures and all attachments, accessories owned by any Chargor and property (other than Fixtures) now or in future relating to it or used in connection with it and replacements and substitutions for it wherever located.

Enforcement Event means the acceleration of payment of the Loans pursuant to the Credit Agreement by the Administrative Agent.

Event of Default is defined in the Credit Agreement.

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Fixtures means all fixtures and fittings (including, without limitation, those of trade) and fixed plant and machinery on the Mortgaged Property.

Foreign Loan Party is defined in the Credit Agreement.

Group Shares means all shares specified in Schedule 3 or, when used in relation to a particular Chargor, such of those shares as are specified against its name in Schedule 3.

Insolvency Regulation means the Council Regulation (EC) No. 1345/2000 of 29 May 2000 on Insolvency Proceedings.

Insurances means all contracts and policies of Insurance taken out by or for a Chargor or in which any Chargor has an interest (to the extent of that interest).

Intellectual Property means all subsisting patents and subsisting rights of a similar nature held in any part of the world, applications for patents and such rights, divisions and continuations of such applications for patents, registered and unregistered trade marks, registered designs, utility models (in each case for their full period and all extensions and renewals of them), applications for any of them and the right to apply for any of them in any part of the world, inventions, confidential information, Know-how, business names, trade names, brand names, copyright and rights in the nature of copyright, design rights and get-up and any similar rights existing in any country; and the benefit (subject to the burden) of any and all agreements, arrangements and licences in connection with any of the foregoing.

Know-how means all the body of knowledge, technical experience, expertise and skills, technical processes, secret processes, formulae and technical information held by any Chargor and relating to its business, which is not in the public domain.

Lenders is defined in the Credit Agreement.

Letter of Credit is defined in the Credit Agreement.

Loan is defined in the Credit Agreement.

Loan Documents is defined in the Credit Agreement.

Mortgaged Property means any freehold or leasehold property (including the Premises) the subject of the security created by this Deed.

Premises means any building or other edifice on the Mortgaged Property or other Security Asset.

receiver includes any receiver, receiver and manager or administrative receiver.

Receiver means any individual or individuals (who may be an employee or employees of the Administrative Agent) for the time being and from time to time appointed by the Administrative Agent to be a receiver or receivers (and, where more than one individual is appointed jointly, they shall have the power to act severally, unless the Administrative Agent shall specify to the contrary in their appointment) under this Deed and, where the context shall admit, any individual or individuals for the time being and from time to time so appointed in substitution, provide always that all such individuals shall be qualified under the Insolvency Act 1986 to act as a receiver of the property of any company with respect to which he is appointed or as an administrative receiver of any such company.

Related Rights means, in relation to the Group Shares, all dividends and other distributions paid or payable after today's date on all or any of the Group Shares and all stocks, shares, securities (and the dividends or interest on them), rights, money or property accruing or offered at any time by way of redemption, bonus, preference, option rights or otherwise to or in respect of any of the Group Shares or in substitution or exchange for any of the Group Shares.

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Secured Liabilities means all advances to, and debts, liabilities, obligations, covenants and duties of, any Foreign Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Foreign Loan Party of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. The foregoing shall also include any Swap Contract between any Foreign Loan Party and any Lender or Affiliate of a Lender and all obligations under any Treasury Management Agreement between any Foreign Loan Party and any Lender or an Affiliate of a Lender, except for any obligation which, if it were so included, would result in a contravention of section 151 of the Companies Act 1985.

Secured Parties means the Lenders and the Administrative Agent.

Security Assets means all assets of each Chargor the subject of any security created by this Deed (and includes the Mortgaged Property).

Security Period means the period beginning on the date of this Deed and ending on the date on which the Secured Liabilities have been satisfied in full (other than any obligations with respect to the indemnities set forth in the Loan Documents) and the commitments under the Credit Agreement shall have terminated or expired.

Security Shares means the Group Shares and the Related Rights and, in the case of a particular Chargor, means such of the Group Shares as are held by it at the relevant time, together with all Related Rights in respect of such Group Shares.

Swap Contract is defined in the Credit Agreement.

Treasury Management Agreement is defined in the Credit Agreement.

1.2   Construction

1.2.1

Any reference in this Deed to:

(a)

assets includes properties, revenues and rights of every description, both present and future;

(b)

an authorisation or a consent includes an approval, authorisation, consent, exemption, filing, licence, registration and resolution, in each case given or made in writing;

(c)

a Loan Document or any other agreement or instrument is a reference to that Loan Document or other agreement or Instrument as amended, novated, supplemented or replaced (in whole or in part);

(d)

Indebtedness includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(e)

a person includes any person, firm, company, corporation, government, state or agency of a state or any association, trust or partnership (whether or not having separate legal personality) or two or more of the foregoing;

(f)

a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

(g)

an enactment (be it express or implied) includes references to any amendment, re-enactment, and/or legislation subordinate to that enactment and/or any permission of whatever kind given under that enactment;

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(h)

words importing the singular shall include the plural and vice versa;



(i)

a charge or mortgage of any freehold or leasehold property includes all Premises and Fixtures on that property, the proceeds of sale of any part of that property, and the benefit of any covenants for title (or any monies paid or payable in respect of them) given or entered into by any predecessor in title in respect of that property;



(j)

any party or person includes any person deriving title from it or any successor, transferee or assignee.

1.2.2

Clause and Schedule headings are for ease of reference only.

1.2.3

An Event of Default is continuing if it has not been waived.

1.2.4

Capitalised terms defined in the Credit Agreement have the same meaning when used in this Deed unless the context requires otherwise.

1.2.5

The terms of the other Loan Documents and of any side letters between the parties to this Deed in relation to the Loan Documents are incorporated in this Deed to the extent required for any purported disposition of the Mortgaged Property in this Deed to be a valid disposition in accordance with Section 2(1) of the Law of Property (Miscellaneous Provisions) Act 1989.

1.2.6

Every disposition effected by this Deed is made with full title guarantee. The other terms of this Deed do not limit or extend any of the covenants implied by virtue of Part 1 of the Law of Property (Miscellaneous Provisions) Act 1994 but create separate and independent obligations having effect cumulatively with those implied covenants.

1.2.7

Each of the charges in Clause 2 over each category of the assets, each asset and each sub-category of each asset specified in such clause shall be read and construed separately, as though each such category, asset and sub-category were charged independently and separately of each other.

2      Fixed Security

Each Chargor, as security for the payment and performance of the Secured Liabilities and in the manner specified in Clause 1.2.6 of this Deed:

(a)

charges in favour of the Administrative Agent (as agent and trustee for the Secured Parties) by way of a first legal mortgage all the property (if any) now belonging to it and specified in Schedule 2 and all other interests in any freehold or leasehold property now or in the future belonging to it; and



(b)

charges in favour of the Administrative Agent (as agent and trustee for the Secured Parties) by way of a first fixed charge:



(i)

(to the extent that they are not within Clause 2(a)) all interests in any freehold or leasehold property now or in the future belonging to it;



(ii)

all Equipment now or in the future belonging to it and its interest in any such Equipment in its possession now or in the future;



(iii)

all of its benefits, claims and returns of premiums in respect of the insurances;



(iv)

its goodwill and its uncalled capital both present and future;



(v)

its Book Debts, both uncollected and collected, the proceeds of the same and all monies otherwise due and owing to such Chargor;



(vi)

the benefit of all rights, securities and guarantees of whatsoever nature enjoyed or held by it in relation to any Book Debts;

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(vii)

its rights under any Swap Contracts;



(viii)

its rights under any Treasury Management Agreement;



(ix)

the benefit of all permissions of whatsoever nature and whether statutory or otherwise, held in connection with its business or the use of any Security Asset and the right to recover and receive all compensation which may be payable to it;



(x)

its Intellectual Property now or in the future subject to any necessary (as at the date of this Deed) third party's consent to such charge being obtained. To the extent that such Intellectual Property is not capable of being charged (whether by reason of lack of any such consent or otherwise) the charge purported to be effected by this Clause 2(b)(x) shall operate as an assignment of any and all damages, compensation, remuneration, profit, rent or income which any Chargor may derive from such Intellectual Property or be awarded or entitled to in respect of such Intellectual Property as continuing security for the payment, discharge and performance of the Secured Liabilities



(c)

mortgages and charges and agrees to mortgage and charge to the Administrative Agent (as agent and trustee for the Secured Parties) all Group Shares held now or in the future by it and/or any nominee on its behalf, the same to be a security by way of a first mortgage; and



(d)

mortgages and charges and agrees to mortgage and charge to the Administrative Agent (as agent and trustee for the Secured Parties) all the Related Rights accruing to all or any of the Group Shares held now or in the future by it and/or any nominee on its behalf, the same to be a security by way of a first mortgage or charge.

PROVIDED THAT:

(i)

until the occurrence of an Enforcement Event, all dividends and other distributions paid or payable as referred to in paragraph (d) above may be paid directly to the relevant Chargor (in which case the Administrative Agent or its nominee shall execute any necessary dividend mandate) and, if paid directly to the Administrative Agent shall be paid promptly by it to the relevant Chargor; and



(ii)

subject to Clause 5.4.3 until the occurrence of an Enforcement Event, all voting rights attaching to the relevant Group Shares may be exercised by the relevant Chargor or, where the shares have been registered in the name of the Administrative Agent or its nominee, as the relevant Chargor may direct in writing, and the Administrative Agent and any nominee of the Administrative Agent in whose name such Group Shares are registered shall execute any form of proxy or other document reasonably required in order for the relevant Chargor to do so.

3      Floating Charge

3.1   Creation

Each Chargor as security for the payment and performance of the Secured Liabilities and in the manner specified in Clause 1.2.6 of this Deed charges in favour of the Administrative Agent (as agent and trustee for the Secured Parties) by way of a floating charge all its assets not otherwise effectively mortgaged or charged by way of fixed mortgage or charge by Clause 2.

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3.2   Conversion by notice

The Administrative Agent may by notice to any Chargor convert the floating charge created by this Deed into a fixed charge in relation to all or any of such Chargor's assets specified in the notice if:

(a)

the Administrative Agent has reasonable grounds for considering those assets to be in jeopardy, by legal process or otherwise; or



(b)

an Event of Default has occurred and is continuing; or



(c)

the Administrative Agent becomes aware or has reason to believe that steps have been taken which would, in the reasonable opinion of the Administrative Agent, be likely to lead to the presentation of a petition to appoint an administrator in relation to such Chargor (or that such a petition has been presented or such an administrator has been appointed) or to wind up such Chargor (or that such a petition has been presented).

3.3   No waiver

The giving by the Administrative Agent of a notice pursuant to Clause 3.2 in relation to any class of any Chargor's assets, rights and property shall not be construed as a waiver or abandonment of the Administrative Agent's rights to give other similar notices in respect of any other class of assets.

4      Representations and Warranties

4.1   Making of representations

Each Chargor makes the representations and warranties set out in this Clause 4 to the Administrative Agent and the other Secured Parties. The representations and warranties so set out are made on the date of this Deed and are deemed to be made in accordance with the terms of the Credit Agreement.

4.2   Capacity

Each Chargor has the capacity, power and authority to enter into this Deed and the obligations assumed by it are its legal, valid, binding and enforceable obligations subject to laws affecting creditors' rights generally and to general principles of equity.

4.3   Title

The Chargors are the sole legal and beneficial owner of the Security Assets free of any Security Interest or third party interest of any kind (other than pursuant to or as permitted by the Loan Documents).

4.4   Security

This Deed creates the various forms of security it purports to create and is not liable to be avoided or otherwise set aside on the liquidation or administration of any Chargor, or otherwise.

4.5   Security Shares

4.5.1

Each Chargor is and will remain the sole beneficial owner of its Security Shares and, save where the Security Shares have been registered in the name of the Administrative Agent (as agent and trustee on behalf of itself and the Secured Parties) or its nominee pursuant to this Deed, is and will remain the absolute legal owner of its Security Shares save to the extent permitted to be disposed of under the Loan Documents.

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4.5.2

No Chargor will take any action whereby the rights attaching to its Security Shares are altered or diluted in a manner adverse to the interests of the Administrative Agent or the other Secured Parties hereunder save to the extent permitted under the Loan Documents.

4.5.3

The Group Shares are fully paid and non-assessable and neither the Group Shares nor the Related Rights are subject to any options to purchase or similar rights of any person.

4.6   Insolvency Proceedings

As at the date of this Deed, the centre of main interests for each Chargor for the purposes of the Insolvency Regulation is in England and Wales.

5      Undertakings

5.1   Duration

The undertakings in this Clause 5 shall remain in force throughout the Security Period and are given by each Chargor to the Administrative Agent and the other Secured Parties.

5.2   General

5.2.1

Covenant to perform; Each Chargor shall continuously comply with the terms (both express and implied) of this Deed and any contracts relating to the Secured Liabilities.

5.2.2

Restrictions on dealings: No Chargor shall:

(a)

create or permit to subsist any Lien of whatsoever nature on any Security Asset other than as created by this Deed or permitted by the Loan Documents; or

(b)

sell, transfer, grant, lease or otherwise dispose of any Security Asset, except for the disposal in the ordinary course of trade of any Security Asset subject to the floating charge created by Clause 3.1 and except as provided for under the Loan Documents.

5.2.3

Insolvency Proceedings: Each Chargor shall maintain its centre of main interests in England and Wales for the purposes of the Insolvency Regulation.

5.3   Property

5.3.1

Deposit of Title Deeds: For the duration of the Security Period each Chargor shall deposit with the Administrative Agent all deeds and documents of title relating to the Mortgaged Property owned by it and any property comprised within Clause 5.3.2.

5.3.2

Future Acquisitions and Legal Mortgage: Each Chargor shall:

(a)

at its cost, execute and deliver to the Administrative Agent, if the Administrative Agent reasonably requests, a legal mortgage (on terms no more onerous than the terms of this Deed) in favour of the Administrative Agent of any freehold or leasehold or other interest in property which becomes vested in it after the date of this Deed; and

(b)

In any event, if applicable, give H.M. Land Registry written notice of this Deed and procure that notice of it be duly noted in the Registers to each such title.

5.3.3

Notices: Promptly after the receipt by a Chargor of any application, requirement, order or notice served or given by any public, local or other authority relating to any Mortgaged Property, such Chargor shall:

(a)

deliver a copy to the Administrative Agent; and

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(b)

inform the Administrative Agent of the steps taken or proposed to be taken by way of compliance.

5.3.4

Power to Remedy: After the occurrence of any Event of Default, each Chargor shall permit the Administrative Agent or its agents and contractors:

(a)

to enter on the Mortgaged Property;

(b)

to comply with or object to any notice served on any Chargor relating to the Mortgaged Property; and

(c)

to take any action the Administrative Agent may reasonably consider expedient to prevent or remedy any breach of any such term or to comply with or object to any such notice.

5.4   Security Shares

5.4.1

Each Chargor shall forthwith deposit with the Administrative Agent or as the Administrative Agent may direct all bearer instruments, share certificates and other documents of title or evidence of ownership in relation to such Group Shares as are owned by it or in which it has or acquires an interest and their Related Rights and shall execute and deliver to the Administrative Agent all such share transfers and other documents as may reasonably be requested by the Administrative Agent in order to enable the Administrative Agent or its nominees to be registered as the owner or otherwise to obtain a legal title to the same (in each case for the purpose of the mortgage and charge of the Security Shares under this Deed) and, without limiting the generality of the foregoing, shall deliver (for such purpose) to the Administrative Agent on today's date executed (and, if required to be stamped, pre-stamped) share transfers for all Group Shares in favour of the Administrative Agent and/or its nominee(s) as transferees or, if the Administrative Agent so directs, with the transferee left blank and shall procure that all such share transfers are at the request of the Administrative Agent forthwith registered by the relevant company and that share certificates in the name of the Administrative Agent and/or such nominee(s) in respect of all Group Shares are forthwith delivered to the Administrative Agent.

5.4.2

Each Chargor shall provide the Administrative Agent with certified copies of all resolutions and authorisations approving the execution of such transfer forms and registration of such transfers as the Administrative Agent may reasonably require.

5.4.3

The Administrative Agent and its nominee may at any time after the occurrence of an Enforcement Event exercise or refrain from exercising (in the name of each Chargor, the registered holder or otherwise and without any further consent or authority from each Chargor and irrespective of any direction given by any Chargor) in respect of the Security Shares any voting rights and any powers or rights under the terms of the Security Shares or otherwise which may be exercised by the person or persons in whose name or names the Security Shares are registered or who is the holder thereof, including, without limitation, all the powers given to trustees by any relevant legislation in respect of securities or property subject to a trust. No Chargor shall without the previous consent in writing of the Administrative Agent exercise the voting rights attached to any of the Group Shares in favour of resolutions having the effect of changing the terms of the Group Shares (or any class of them) or any Related Rights or prejudicing the security under this Deed or impairing the value of the Security Shares save as permitted under the Loan Documents. After an Enforcement Event has occurred, each Chargor hereby irrevocably appoints the Administrative Agent or its nominees its proxy to exercise (as provided in or permitted by this Deed) all voting rights so long as the Group Shares belonging to it remain registered in its name.

5.4.4

Each Chargor during the continuance of this security will make all payments which may become due in respect of any of the Security Shares and, in the event of default in making any such payment, the Administrative Agent may if it thinks fit make such payment on behalf of each

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Chargor. Any sums so paid by the Administrative Agent shall be repayable by the relevant Chargor to the Administrative Agent on demand and pending such repayment shall constitute part of the Secured Liabilities.

5.4.5

It is expressly agreed that, notwithstanding anything to the contrary contained in this Deed, each Chargor shall remain liable to observe and perform all of the conditions and obligations assumed by it in respect of the Security Shares and the Administrative Agent shall not be under any obligation or liability by reason of or arising out of the security over the Security Shares conferred by this Deed. The Administrative Agent shall not be required in any manner to perform or fulfil any obligation of any Chargor in respect of the Security Shares, or to make any payment, or to receive any enquiry as to the nature or sufficiency of any payment received by them, or to present or file any claim or take any other action to collect or enforce the payment of any amount to which they may have been or to which they may be entitled under this Deed at any time or times.

5.4.6

Subject to the proviso to Clause 2(d), upon the occurrence of an Event of Default and at any time thereafter while the same is continuing the Administrative Agent shall be entitled to put into force and exercise immediately as and when it may see fit any and every power possessed by the Administrative Agent by virtue of the security over the Security Shares conferred by this Deed or available to a secured creditor (so that Sections 93 and 103 of the Law of Property Act 1925 shall not apply to this security) and in particular (without limitation):

(a)

to sell all or any of the Security Shares in any manner permitted by law upon such terms as the Administrative Agent shall in its absolute discretion determine;

(b)

to collect, recover or compromise and give a good discharge for any monies payable to any Chargor in respect of the Security Shares or in connection therewith; and

(c)

to act generally in relation to the Security Shares in such manner as the Administrative Agent acting reasonably shall determine.

5.4.7

For the avoidance of doubt, each Chargor agrees that the enforceability of the security over the Security Shares conferred by this Deed is not dependent on the performance or non-performance by the Administrative Agent or any other Secured Party of its obligations under any agreement with any Chargor.

5.4.8

Immediately on conversion of any of the Group Shares from certificated to certificated form, and on the creation or conversion of any other securities which are for the time being comprised in the Security Shares in or into uncertificated form, each Chargor shall give such instructions or directions as the Administrative Agent may require in order to protect or preserve its security.

5.4.9

Each Chargor shall, immediately upon receipt of any certificate or other document evidencing any entitlement to further Security Shares, deposit it with the Administrative Agent together with such share transfer forms in blank and other documents as the Administrative Agent may reasonably require.

6      When Security becomes Enforceable

The security constituted by this Deed shall become immediately enforceable and the power of sale and other powers conferred by section 101 of the Law of Property Act 1925, as varied or amended by this Deed, shall be immediately exercisable upon and at any time after the occurrence of any Event of Default and whilst the same is continuing after which the Administrative Agent may enforce all or any part of the security in accordance with the terms of the Credit Agreement.

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7      Enforcement of Security

7.1   General

7.1.1

For the purposes of all powers implied by statute, the Secured Liabilities are deemed to have become due on the date of this Deed.

7.1.2

Section 103 of the Law of Property Act (restricting the power of sale) and section 93 of the Law of Property Act 1925 (restricting the right of consolidation) do not apply to the security constituted by this Deed.

7.1.3

The statutory powers of leasing conferred on the Administrative Agent are extended so that, without the need to comply with any provision of section 99 or 100 of the Law of Property Act 1925, the Administrative Agent is empowered to lease, make agreements for leases, accept surrenders of leases and grant options as the Administrative Agent may think fit.

7.2   Administrative Agent of the Chargors

For all purposes each Receiver is deemed to be in the same position as a Receiver duly appointed by a mortgagee under the Law of Property Act 1925. Every Receiver shall be the agent of the Chargor in respect of which he was appointed unless and until a liquidator shall be appointed of that Chargor, whereafter such Receiver shall act as principal but shall not become the agent of the Administrative Agent. That Chargor alone shall be responsible for the receiver's contracts, engagements, commissions, omissions, defaults and losses and for liabilities incurred by him. The Administrative Agent shall not incur any liability of whatsoever nature (either to the Chargors or to any other person) by reason of the Administrative Agent making his appointment as a Receiver or for any other reason.

7.3   Mortgagee in Possession—No Liability

None of the Administrative Agent, any other Secured Party or any Receiver will be liable, by reason of entering into possession of a Security Asset, to account as mortgagee in possession or for any loss on realisation or for any default or omission for which a mortgagee in possession might otherwise be liable.

7.4   Privileges

Each Receiver and the Administrative Agent is entitled to all the rights, powers, privileges and immunities conferred by the Law of Property Act 1925 on mortgagees and receivers when such receivers have been duly appointed under that Act, except that section 103 of that Act does not apply.

7.5   Protection of third parties

No person (including a purchaser) dealing with the Administrative Agent or a Receiver or its or his agent need enquire:

(a)

whether the Secured Liabilities have become payable; or



(b)

whether any power purported to be exercised has become exercisable; or



(c)

whether any money remains due; or



(d)

how any money paid to the Administrative Agent or to the Receiver is to be applied.

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7.6   Redemption of prior Mortgages

At any time after the security constituted by this Deed has become enforceable, the Administrative Agent or any Receiver may, in the case of the Administrative Agent at the sole cost of the Chargors (payable to the Administrative Agent on demand) and in the case of a Receiver as an expense of the Receiver's receivership;

(a)

redeem any interest by way of security for the time being and from time to time ranking in point of security in priority to any of the security constituted by this Deed; and/or



(b)

(in the case of a redemption by the Administrative Agent) procure the transfer of that interest by way of security to itself; and/or



(c)

settle and pass the accounts of any prior mortgagee, chargee or encumbrancer which once so settled and passed shall be conclusive and binding on the Chargors.

8      Receiver

8.1   Appointment of Receiver

At any time after the security constituted by this Deed becomes enforceable, or, at any time if so requested by any Chargor in writing, the Administrative Agent may (but shall not be obliged) without further notice (and whether or not the relevant Chargor shall have been accorded sufficient or any time in which to satisfy any relevant indebtedness) from time to time, and notwithstanding that, if such be the case, one or more than one Receiver shall have been appointed in respect of all or any of the Security Assets pursuant to this Clause and not removed from such Security Assets, appoint in writing, under the hand of any manager of the Administrative Agent, a Receiver of the Security Assets or any of them and, where so requested by a Chargor, whether or not those Security Assets shall belong to that Chargor.

8.2   Relationship with the Administrative Agent

To the fullest extent permitted by law, any right, power or discretion conferred by this Deed (be it express or implied) upon a Receiver of any Security Assets may, after the security created by this Deed has become enforceable, be exercised by the Administrative Agent in relation to any Security Asset either:

(a)

without first appointing a Receiver; or



(b)

notwithstanding the appointment of a Receiver.

8.3   Removal

The Administrative Agent may by writing under its hand (subject to Section 45 of the Insolvency Act 1986 (any requirement for an order of the court in the case of an administrative receiver)):

(a)

remove any Receiver appointed by it; and



(b)

whenever it deems it necessary or desirable, appoint a new Receiver in the place of any Receiver whose appointment may for any reason have terminated.

8.4   Remuneration

The Administrative Agent may, from time to time, fix the remuneration of any Receiver and direct payment of the same out of monies accruing to him in the exercise of his powers, authorities and discretions by or pursuant to this Deed, but the Chargor in respect of which any Receiver shall have been appointed shall alone be liable for the payment of that remuneration.

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9      Powers of Receiver

9.1   General

9.1.1

In addition to those conferred by the Law of Property Act 1925 on any receiver appointed under that Act, each Receiver has, and is entitled to exercise, all of the rights, powers and discretions set out in this Deed. The powers, authorities and discretions conferred by or pursuant to this Deed in relation to the Security Assets on the Administrative Agent or any Receiver shall be in addition to, and not in substitution for, the powers conferred on mortgagees or receivers under the Law of Property Act 1925, and, where there is any ambiguity or conflict between the powers, authorities and discretions contained in that Act and those conferred by or pursuant to this Deed, the terms of this Deed shall prevail.

9.1.2

If there is more than one Receiver holding office at the same time, unless the document appointing him states otherwise, each Receiver may exercise all of the powers conferred on a Receiver under this Deed individually and to the exclusion of any other Receivers.

9.1.3

A Receiver who is an administrative receiver of a Chargor has all the rights, powers and discretions of an administrative receiver under the Insolvency Act 1986.

9.1.4

A Receiver may, in the name of the relevant Chargor if he so wishes:

(a)

do all other acts and things which he may consider necessary or desirable for realising any Security Asset or incidental or conducive to any of the rights, powers or discretions conferred on a Receiver under or by virtue of this Deed; and

(b)

do and exercise in relation to any Security Asset all the powers, authorities and things which he would be capable of exercising as if he were its absolute beneficial owner.

9.2   Borrow and Lend Money

A Receiver may raise and borrow money (either unsecured or on the security of any Security Asset, either in priority to, pari passu with, or subsequent to, the security constituted by this Deed or otherwise) and may lend money either with or without security in the case of either borrowing or lending money on any other terms and for whatever purpose which he thinks fit. No person lending that money need enquire as to the propriety or purpose of the exercise of that power or to check the application of any money so raised or borrowed.

9.3   Carry on Business

A Receiver may carry on, manage or concur in the carrying on or managing of, the business for the time being and from time to time of the relevant Chargor in such manner as he may reasonably think fit, including, without limitation, power to perform, repudiate, rescind, compromise, amend or vary any contract, instrument or agreement to which the relevant Chargor shall for the time being and from time to time be a party.

9.4   Compromise

A Receiver may settle, adjust, refer to arbitration, compromise and arrange any claims, accounts, disputes, questions and demands with or by any person who is or claims to be a creditor of the relevant Chargor or relating in any way to any Security Asset.

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9.5   Employees

Either in connection with any exercise by the Receiver of his powers by or pursuant to this Deed or otherwise for any purpose connected with any of the Security Assets, a Receiver may:

(a)

appoint and discharge managers, officers, agents, accountants, servants, workmen and others upon such terms as to remuneration or otherwise as he may think proper; and



(b)

discharge any such persons appointed by the relevant Chargor.

9.6   Leases

A Receiver may grant, or concur in the grant of, any leases or licences of any Security Asset for any term on any terms which he reasonably thinks fit (including, without limitation, at a rent or fee with or without a premium) and may accept a surrender of any lease or licence of any Security Asset on any terms which he reasonably thinks fit (including, without limitation, the payment of money to a lessee or licensee on a surrender).

9.7   Legal actions

A Receiver may bring, prosecute, enforce, defend and abandon all actions, suits and proceedings to the relevant Chargor or its Security Assets as he reasonably thinks fit.

9.8   Possession

A Receiver may take immediate possession of, get in, and/or collect the Security Assets of the relevant Chargor and, for that purpose, to enter upon its property or any other premises at which its Security Assets are for the time being and from time to time located and sever, dismantle or remove the same or any fixtures for the time being and from time to time therefrom without being liable for any loss or damage thereby occasioned.

9.9   Protection of Assets

A Receiver may, in each case as he may reasonably think fit:

(a)

make and effect, and concur in the making and effecting of, all repairs, maintenance, decoration, provision of all services (including, without limitation, lighting, heating and cleansing) structural and other alterations, improvements, additions and development in or to the Security Assets and do anything else in connection with the Security Assets which he may think fit or which he may deem proper for the efficient use or management of the Security Assets, as well as for the protection as for the improvement of the Security Assets or for the protection of the security hereby constituted;



(b)

commence and/or complete any building operations on the Mortgaged Property or other Security Asset;



(c)

apply for and maintain any planning permission, building regulation, approval or any other permission, consent or licence in relation to the Security Assets; and



(d)

effect and maintain insurances in respect of the Security Assets.

9.10 Receipts

A Receiver may give valid receipts for all monies and execute all deeds or documents (including, without limitation, with full power to convey any assets sold in the name of the relevant Chargor) as may be necessary or appropriate in the name of, or on behalf of the relevant Chargor for the

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purpose of exercising any of the powers, authorities and discretions conferred on the Receiver by or pursuant to this Deed and to use the name of the relevant Chargor for all or any of such powers, authorities and discretions, for which purpose the relevant Chargor hereby irrevocably appoints every such Receiver to be its attorney.

9.11 Sale of assets

A Receiver may sell, exchange, convert into money and realise any Security Asset by public auction, tender or private treaty in any manner and on any terms and with or without such advertisement and in such lot or lots and together or separately as the Receiver reasonably thinks fit. The consideration for any such transaction may consist of cash, debentures or other obligations, shares, stock or other valuable consideration and any such consideration may be payable in a lump sum or by instalments spread over such period as the Receiver thinks fit. Fixtures may be severed and sold separately from the property containing them without the consent of the relevant Chargor.

9.12 Subsidiaries

A Receiver may promote the formation of a or purchase a newly formed, or concur in the promotion of the formation of a or purchase a newly formed, subsidiary and/or subsidiaries of any Chargor with a view to the same purchasing, leasing, licensing or otherwise acquiring all or any of the assets of that Chargor and the Receiver may sell, lease, license or otherwise dispose all or any of the assets of that Chargor to such subsidiary or subsidiaries on such terms as he shall think fit.

9.13 Exercise of Rights

A Receiver may exercise or permit the relevant Chargor or any nominee of the relevant Chargor to exercise any powers or rights incidental to the ownership of its Security Assets in such manner as the Receiver may reasonably think fit and, in particular (as regards any shares, stock or other securities for the time being and from time to time included in its Security Assets), any rights for the time being and from time to time attached thereto.

9.14 Uncalled capital

A Receiver may call up all or any portion of any uncalled capital of a Chargor.

9.15 Professional advice

A Receiver may appoint a solicitor or accountant or other professionally qualified person to advise or assist it in the exercise of any of the powers, authorities and discretions by or pursuant to these presents or otherwise for any purpose connected with its Security Assets, and may discharge any such person.

9.16 Seal

A Receiver may use a Chargor's seal.

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10    Application of Proceeds

Any monies received by the Administrative Agent or any Receiver after this Deed has become enforceable shall be applied in accordance with Section 9.03(b) of the Credit Agreement:

11    Expenses and Indemnity

Promptly upon demand, each Chargor shall pay all other costs and expenses (including reasonable legal fees and VAT) incurred from time to time in connection with the enforcement of or preservation of rights under this Deed by the Administrative Agent, the Secured Parties or any Receiver, attorney, manager, agent (including their counsel) or other person appointed by the Administrative Agent under this Deed or by statute, and keep each of them indemnified against any failure or delay in paying the same.

12    Delegation

The Administrative Agent and any Receiver may, for the time being and from time to time, delegate by power of attorney or in any other manner (including, without limitation, under the hand of any manager of the Administrative Agent) to any person any right, power or discretion exercisable by the Administrative Agent or such Receiver (as the case may be) under this Deed. Any such delegation may be made upon the terms (including, without limitation, power to sub-delegate) and subject to any regulations which the Administrative Agent or such Receiver (as the case may be) may think fit. Neither the Administrative Agent nor any Receiver will be in any way liable or responsible to any Chargor for any loss or liability arising from any act, default, omission or misconduct on the part of any such delegate or sub-delegate selected by the Administrative Agent or such Receiver with due care who shall be entitled to all the indemnities to which his appointor is entitled under this Deed.

13    Further Assurances

Each Chargor shall, at its own expense, execute and do all such acts, deeds and things (including, without limitation, payment of all stamp duties and registration fees) the Administrative Agent or a Receiver may reasonably require for:

(a)

perfecting or better perfecting or protecting or better protecting the security intended to be created by this Deed over any Security Asset; and



(b)

after the security constituted by this Deed has become enforceable, facilitating the realisation of any Security Asset or the exercise of any right, power or discretion exercisable, by the Administrative Agent or any Receiver in respect of any Security Asset, in accordance with the terms of the Credit Agreement.

14    Power of Attorney

Upon the occurrence of an Event of Default and while the same is continuing, each Chargor, by way of security, irrevocably and severally appoints the Administrative Agent, each Receiver and any of their designees, agents, delegates or sub-delegates to be its attorney and on its behalf and in its name or otherwise to execute and do all such acts, deeds and things which such Chargor is obliged to take under this Deed and generally, on its behalf and in its name, to exercise all or any of the powers, authorities and discretions conferred by or pursuant to this Deed on the Administrative Agent or any Receiver. Each Chargor hereby ratifies and confirms and agrees to ratify and confirm whatever any attorney does or purports to do pursuant to its appointment under this Clause.

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15    Continuing Security

15.1 Additional Security

The security constituted by this Deed is in addition to and is not in any way prejudiced by any other security now or subsequently held by the Administrative Agent or any other Secured Party for any of the Secured Liabilities.

15.2 Continuing Security

The security constituted by this Deed is continuing and will extend to the ultimate balance of all the Secured Liabilities, regardless of any intermediate payment or discharge in whole or in part.

15.3 Reinstatement

If any payment by a Chargor or any discharge given by the Administrative Agent or any other Secured Party (whether in respect of the obligations of any Chargor or any security for those obligations or otherwise) is avoided or reduced as a result of insolvency or any similar event:

(a)

the liability of each Chargor shall continue as if the payment, discharge, avoidance or reduction had not occurred; and



(b)

the Administrative Agent or that Secured Party shall be entitled to recover the value or amount of that security or payment from each Chargor, as if the payment, discharge, avoidance or reduction had not occurred.

15.4 Waiver of defences

The obligations of each Chargor under this Deed will not be affected by an act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Deed (without limitation and whether or not known to it or the Administrative Agent) including:

(a)

any time, waiver or consent granted to, or composition with, any Charger or Loan Party or other person;



(b)

the release of any other Chargor or Loan Party or any other person under the terms of any composition or arrangement with any creditor of any Chargor or Loan Party or any other person;



(c)

the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Chargor or Loan Party or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;



(d)

any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of a Chargor or Loan Party or any other person;



(e)

any amendment (however fundamental) or replacement of a Loan Document or any other document or security;



(f)

any unenforceability, illegality or invalidity of any obligation of any person under any Loan Document or any other document or security; or



(g)

any insolvency or similar proceedings.

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15.5 Immediate recourse

Each Chargor waives any right it may have of first requiring the Administrative Agent or any other Secured Party to proceed against or enforce any other rights or security or claim payment from any person before enforcing the security constituted by this Deed. This waiver applies irrespective of any law or any provision of a Loan Document to the contrary.

15.6 Appropriations

At any time after the security constituted by this Deed has become enforceable and until all the Secured Liabilities have been irrevocably paid in full, the Administrative Agent may:

(a)

refrain from applying or enforcing any other monies, security or rights held or received by the Administrative Agent in respect the Secured Liabilities, or apply and enforce the same in accordance with Clause 10 and no Chargor shall be entitled to the benefit of the same; and



(b)

hold in an interest-bearing suspense account any monies received from any Chargor or on account of any Chargor's liability in respect of the Secured Liabilities.

15.7 Deferral of Chargors' rights

Until all the Secured Liabilities have been irrevocably paid in full and unless the Administrative Agent otherwise directs, no Chargor will exercise any rights which it may have by reason of performance by it of its obligations under the Loan Documents:

(a)

to be indemnified by any other Chargor or any Loan Party;



(b)

to claim any contribution from any other guarantor of any other Chargor's or Loan Party's obligations under the Loan Documents; and/or



(c)

to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any of the Administrative Agent's rights under the Loan Documents or of any other guarantee or security taken pursuant to, or in connection with, the Loan Documents by the Administrative Agent.

16    Miscellaneous

16.1 Covenant to pay

Each Chargor shall pay or discharge the Secured Liabilities in the manner provided for in any document creating or evidencing the Secured Liabilities and/or otherwise as agreed from time to time.

16.2 Land Registry

Each Chargor hereby applies to the Chief Land Registrar for the registration against the registered titles specified in Schedule 2 of the following:

(a)

a restriction in the following terms:

"no disposition of the registered estate by the proprietor of the registered estate or by the proprietor of any registered charge is to be registered without a written consent signed by the proprietor for the time being of the charge dated    August 2004 in favour of Bank of America, N.A. (as agent and trustee for itself and others) referred to in the charges register or, if appropriate, signed on such proprietor's behalf by an authorised officer of Bank of America, N.A.

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(b)

a notice that under the provisions of this Deed the Secured Parties are under an obligation to make further advances.

16.3 New Accounts

If any Secured Party receives, or is deemed to be affected by, notice, whether actual or constructive, of any subsequent charge or other interest affecting any Security Asset and/or the proceeds of sale of any Security Asset, such Secured Party may open a new account for any Chargor. If such Secured Party does not open a new account, it shall nevertheless be treated as if it had done so at the time when it received or was deemed to have received notice. As from that time all payments made to such Secured Party will be credited or be treated as having been credited to the new account and will not operate to reduce any amount for which this Deed is security and, furthermore, such Secured Party shall be under no obligation to advance any monies or provide or continue to provide any credit facility under the Loan Documents.

16.4 Tacking

Each Secured Party, by the Administrative Agent's execution of this Deed, covenants with each Chargor that it shall perform its obligations under any document creating or evidencing the Secured Liabilities (including any obligation to make available further advances).

16.5 Separate Charges

This Deed shall, in relation to each Chargor, be read and construed as if it were a separate Deed relating to such Chargor to the intent that if any Lien created by any other Chargor in this Deed shall be invalid or liable to be set aside for any reason, this shall not affect any Lien created under this Deed by such first Chargor.

16.6 Invalidity

If, at any time, any provision of this Deed is or becomes invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired.

16.7 Trust

16.7.1

The Administrative Agent shall hold the benefit of the covenants, mortgages, assignments and charges given by each Chargor in this Deed upon trust for the Secured Parties.

16.7.2

The perpetuity period for each trust created by this Deed shall be 80 years.

17    Release

Upon the expiry of the Security Period (but not otherwise), the Administrative Agent shall, at the request and cost of the Chargors, take whatever action is necessary to release the Security Assets from the security constituted by this Deed and/or reassign the benefit of the Security Assets to the Chargors.

18    Rights and Remedies

The rights of the Administrative Agent under this Deed are cumulative, may be exercised as often as considered appropriate and are in addition to the general law. Such rights (whether arising hereunder or under the general law) shall not be capable of being waived or varied otherwise than by an express waiver or variation in writing and, in particular, any failure to exercise or delay in exercising any of such rights shall not operate as a waiver or variation of that or any other such

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right, any defective or partial exercise of any such rights shall not preclude any other or further exercise of that or any other such right, and no act or course of conduct or negotiation by the Administrative Agent or on its behalf shall in any way preclude it from exercising any such right or constitute a suspension or any variation of any such right.

19    Notices

19.1 Delivery and Receipt

Any communications to be made under or in connection with this Deed shall be made in writing, may be made by letter or facsimile and shall be deemed to be given as follows:

(a)

if by way of letter, when it has been left at the relevant address or two Business Days after being deposited in the post with postage prepaid in an envelope addressed to it at that address; and



(b)

if by facsimile, when received in legible form, save that any notice delivered or received on a non-Business Day or after business hours shall be deemed to be given on the next Business Day at the place of delivery or receipt.

19.2 Addresses

19.2.1

Each Chargor's address and facsimile number for notices are:

c/o GFI Group Inc. 100 Wall Street New York, NY 10005
Attention:	Jim Peers
Facsimile:	+1 212 968 4124
With a copy to:
GFI Group Inc. 100 Wall Street New York, NY 10005
Attention:	Scott Pintoff
Facsimile:	+1 212 968 4124

or such as the Company may notify to the Administrative Agent by not less than 10 days' notice.

19.2.2

The Administrative Agent's address and facsimile number for notices are:

101 North Tryon Street Charlotte, NC 28255 Mail Code: NC1-001-15-02
Attention:	Cindy King
Facsimile:	+1 704 409 0180

or such as the Administrative Agent may notify to the Chargors by not less than 10 days' notice.

20    Governing Law and Jurisdiction

20.1 Governing Law

This Deed is governed by English law.

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20.2 Jurisdiction

20.2.1

The courts of England have non-exclusive jurisdiction to settle any dispute arising out of or in connection with this Deed (including a dispute regarding the existence, validity or termination of this Deed) (a Dispute).

20.2.2

The parties agree that the courts of England are appropriate and convenient courts to settle Disputes and accordingly no party will argue to the contrary.

20.2.3

No party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, a party may take concurrent proceedings in any number of jurisdictions.

20.3 Process agent acceptance

For the benefit of the Secured Parties, GFI Holdings Limited irrevocably accepts its appointment by each of GFI Group LLC and GFInet Inc under the respective mortgages of shares executed or to be executed by them in favour of the Administrative Agent (as agent and trustee for the Secured Parties).

This Deed has been entered into as a deed on the date stated at the beginning of this Deed.

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Schedule 1—The Chargors

GFI Holdings Limited
Registered Number:	3405222
Jurisdiction of Incorporation:	England and Wales
Fenics Limited
Registered Number:	3027028
Jurisdiction of Incorporation:	England and Wales
Fenics Software Limited
Registered Number:	3108922
Jurisdiction of Incorporation:	England and Wales
GFINet Europe Limited
Registered Number:	3996781
Jurisdiction of Incorporation:	England and Wales

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Schedule 2—Mortgaged Property

None at the date of this Deed.

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Schedule 3—Group Shares

Chargor	Company Name	Type of Share	Number of Shares
GFI Holdings Limited	GFI Securities Limited	Ordinary	4,858,359
GFI Holdings Limited	GFI Brokers Limited	Ordinary	1,250,000
Fenics Limited	Fenics Software Limited	Ordinary	3,472,683
GFINet Europe Limited	GFINet UK Limited	Ordinary	4,000,000

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Signatories

The Chargors
Executed as a deed GFI Holdings Limited acting by two of its directors or one director and its secretary
	/s/  Andrew J. Macleod       Director
	/s/  Stephanie Turk       Director/Secretary
Executed as a deed by Fenics Limited acting by two of its directors or one director and its secretary
	/s/  Andrew J. Macleod       Director
	/s/  Stephanie Turk       Director/Secretary
Executed as a deed by Fenics Software Limited acting by two of its directors or one director and its secretary
	/s/  Andrew J. Macleod       Director
	/s/  Stephanie Turk       Director/Secretary
Executed as a deed by GFINET Europe Limited acting by two of its directors or one director and its secretary
	/s/  Andrew J. Macleod       Director
	/s/  Stephanie Turk

The Administrative Agent

Bank of America, N.A. as Administrative Agent

By:

Name:

Title:

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Signatories

The Chargors
Executed as a deed by GFI Holdings Limited acting by two of its directors or one director and its secretary
	Director
	Director/Secretary
Executed as a deed by Fenics Limited acting by two or its directors or one director and its secretary
	Director
	Director/Secretary
Executed as a deed by Fenics Software Limited acting by two of its directors or one director and its secretary
	Director
	Director/Secretary
Executed as a deed by GFINET Europe Limited acting by two or its directors or one director and its secretary
	Director
	Director/Secretary

The Administrative Agent
Bank of America, N.A. as Administrative Agent
By:	/s/  SEAN W. CASSIDY
Name:	Sean W. Cassidy
Title:	Principal

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EX-10.4

Exhibit 10.4

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (“Agreement”), dated as of July 17, 2000, between JERSEY PARTNERS, INC. d/b/a GFI GROUP INC. a New York corporation having its principal offices at 100 Wall Street, New York, New York 10005 (“GFI”) and Donald Fewer, residing at 455 Powell Street, Staten Island, New York 10312 (“FEWER”).

WITNESSETH

WHEREAS, upon the terms and conditions hereinafter set forth, GFI desires to secure the exclusive services of Fewer, Fewer desires to be employed exclusively by GFI, and both parties hereto recognize that certain of Fewer’s services are valuable, unique and irreplaceable.

NOW, THEREFORE, in consideration of the mutual premises and the undertakings contained herein, it is agreed as follows:

1.Employment.  Subject to the terms and conditions hereof, GFI agrees to employ the exclusive services of Fewer as a Senior Managing Director and President, as that position is described by GFI in the ordinary course of its business.   Fewer hereby accepts such employment and agrees to serve GFI and any entity related to GFI, as designated by GFI, that is directly or indirectly controlled by, or under common control with GFI (“Related Entity”), fully, diligently, completely and to the best of Fewer’s abilities. Fewer shall perform such duties and functions not inconsistent with those performed by other similarly situated GFI employees as well as such duties as shall from time to time be specified by the President of GFI or any designee.

2.Term.  Fewer’s employment under this Agreement with GFI shall commence on July 17, 2000 and shall terminate July 16, 2002 (“Initial Term”).  The Initial Term shall extend and this Agreement shall renew automatically for successive two year periods (“Subsequent Terms”), until either party gives to the other three (3) months written notice, prior to the expiry of the applicable Initial or Subsequent Term (the “Notice Period”), of its intention not to extend this Agreement for any Subsequent Term.

3.Compensation and Benefits.  For the full and faithful performance of the services to be rendered by Fewer and in consideration of Fewer’s obligations under Paragraph 5 below, and provided Fewer is not in breach of this Agreement, GFI shall pay to Fewer and Fewer shall be entitled to receive:

(i)  compensation at the rate of $ 500,000 per annum to be paid in accordance with GFI’s normal payroll practices (“Base Salary”);

(ii)  an additional discretionary bonus in an amount to be determined by GFI, at its sole and absolute subjective discretion (“Additional Bonus”);

(iii)  all employee benefit plans and insurance programs generally available to similarly situated GFI employees; and

(iv)  upon the prior approval of GFI and in accordance with its existing policies and procedures, reimbursement for reasonable travel, meal, entertainment and out-of-pocket expenses incurred by Fewer on behalf of GFI.

4.Termination.

A.Death and Disability. This Agreement may be immediately terminated by GFI if Fewer dies or if Fewer fails to perform substantially all of his duties and obligations hereunder due to illness, other physical or mental incapacity or any other reason, for a period of forty-five (45) consecutive days, or sixty 60 days in the aggregate during any twelve month period.  Fewer or his legal representatives, as applicable, shall be entitled to all of Fewer’s compensation prorated to the date of termination of this Agreement under this paragraph 4(A).

B.With Cause.  GFI may terminate Fewer’s employment hereunder for cause at any time forthwith and without any notice or liability to Fewer. Cause shall mean (i) Fewer’s continuing failure to comply with the terms of this Agreement (except by reason of documented illness or other physical or mental incapacity) after GFI tendered Fewer no less than five (5) days notice of such failure (no notice or right to cure is applicable to a breach of paragraph “5” except as provided therein); (ii) engagement in conduct injurious to the Company or any Related Entity or to the reputation of either; (iii) material disregard of any notice, policy or rule adopted by the Company or any Related Entity; (iv) conviction or committal , during Employee’s employment with the Company, of a crime constituting a misdemeanor relating to moral turpitude, a felony or a plea of nolo contendere with respect to same; (v) Fewer’s breach of paragraph “5” of this Agreement or (vi) Fewer’s failure to pass all examinations, complete all training, or obtain all licenses and approvals mandated or recommended by any ordinance or regulation of any governmental, regulatory, self-regulatory, or private body or organization having jurisdiction or supervisory authority over Fewer’s conduct, GFI’s business or otherwise over any of Fewer’s undertakings required under this Agreement.

5.Additional Covenants.

A.Confidential and/or Proprietary Information.  Fewer shall maintain proper files and records relating to work performed by Fewer pursuant to this Agreement.  All such files and records are the exclusive property of GFI and shall be delivered to GFI by Fewer upon the termination of Fewer’s employment with GFI.  Fewer agrees to treat as material confidential and proprietary to GFI the data or information used, gained or created by Fewer in the course and during the period of employment with GFI and any Related Entity, including prior to the entry of this Agreement, or that was gained by Fewer prior to Fewer’s employment with GFI and that relates to the type of businesses conducted by GFI and each of its Related Entities.  This data shall include, without limitation, all customer pricing information, telephone numbers, addresses of and personal information about Traders and other Dealer representatives, profit and loss statements, productivity data, financial models, computer software programs, source and other codes, information about direct communication lines, electronic and voice trading systems, screen systems and wiring instructions, GFI business prospects and opportunities, and all other information about or gained from any customer to whom GFI or any Related Entity provided services during Fewer’s employment with GFI (“GFI Customers”).   During the term of this Agreement, and for three (3) years thereafter, Fewer shall not, directly or indirectly, use any such confidential or proprietary information, nor disclose the same to any other person or entity for any reason or purpose whatsoever, except on behalf of GFI

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or as consented to in writing by GFI in advance (which consent may be withheld by GFI at its sole discretion).

B.Assignment of Rights.  Fewer hereby assigns to GFI all of Fewer’s intellectual property and other rights Fewer may have possessed with regard to any aspect of GFI’s and Related Entity’s business, works-in-progress, and business opportunities, and to any relationship with any GFI Customers, vendors who provide services to GFI, and independent contractors who are performing services for GFI, including with regard to these existing prior to Fewer’s employment with GFI under this Agreement.

C.Solicitation of Employees.  During the term of this Agreement and for a period of sixteen (16) months thereafter, Fewer shall not directly or indirectly employ, solicit the employment of, attempt to affiliate for profit with, or otherwise encourage any employee of GFI to terminate employment with GFI or a Related Entity for the benefit of Fewer or any other party.

D.Non-Solicitation, Non-Competition.   (i)  Recognizing the special importance to GFI of this subparagraph “D” of paragraph “5”, the parties hereto agree that in addition to other consideration tendered by GFI to Fewer, GFI shall pay and Fewer shall accept eligibility to receive the Additional Bonus as added compensation for Fewer’s compliance with the provisions of this subparagraph “D”.  Moreover, during the periods contemplated by subparagraphs (ii) and (iii) GFI may also pay Fewer the Base Salary and Additional Bonus less the value of GFI’s damages, if any, such payment to be made and commenced within twenty (20) business days of Fewer’s receipt of written demand from Fewer for such payment, which demand shall detail and identify Fewer’s new employer and the precise nature of his contemplated new employment;

(ii)   Fewer agrees to refrain, directly or indirectly, during the Initial Term, any Subsequent Terms, and for two hundred and sixty (260) business days thereafter (collectively the “Period of Restriction”), from accepting business from, doing business with, inducing or soliciting any GFI Customers to whom Fewer provided any services while employed by GFI, to do business with Fewer or any other person or entity except on behalf of GFI or as authorized in writing by GFI;

(iii)  After expiration of the Initial Term or any Subsequent Term, as applicable, Fewer may engage in activities competitive with those rendered by GFI, so long as Fewer refrains from performing such services within the New York metropolitan area during the one hundred and ninety (190) business days following termination of this Agreement.  Except as permitted under this Agreement, during the Period of Restriction, Fewer agrees to refrain, directly or indirectly, from having any interest in any brokerage business (except save by way of portfolio investment in shares quoted on a recognized stock exchange), whether as a shareholder, director, officer, employee, partner, proprietor, joint venturer, consultant or otherwise;

(iv)  notwithstanding anything else contained herein to the contrary, it is specifically acknowledged by the parties as a condition of entering into this Agreement that during the Notice Period GFI may elect to reassign Fewer to different duties and responsibilities including those requiring assignment of Fewer to a different place of employment.  During the Notice Period, GFI shall continue to provide to Fewer the compensation and benefits set forth in paragraph “3” herein, provided that Fewer is not otherwise in default of his obligations hereunder; and

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(v)FEWER ACKNOWLEDGES THAT HE UNDERSTANDS THE PROHIBITIONS CONTAINED IN SUBPARAGRAPH “D” OF PARAGRAPH “5” AND THAT HE HAS RECEIVED ADDED COMPENSATION THAT HE WOULD NOT OTHERWISE BE ENTITLED TO RECEIVE, IN ORDER TO INSURE HIS COMPLIANCE WITH SAID PROVISIONS AND TO REMOVE OR OTHERWISE WAIVE ANY POSSIBILITY, CLAIM OR ASSERTION THAT HIS COMPLIANCE WILL IMPOSE ANY UNDUE HARDSHIP UPON HIM.

E.Additional Remedies.  (i) If GFI so elects, GFI shall be entitled, in addition to all other remedies available, including but not limited to actual, compensatory and punitive damages, to obtain damages and reimbursement of its actual attorneys fees and disbursements for any breach of this Agreement or to specifically enforce the performance by Fewer and to enjoin the violation by Fewer of any provision hereof. Moreover, the parties hereto acknowledge that the damages suffered by GFI as a result of any violations of this Paragraph “5” by Fewer may be difficult to ascertain.  Accordingly, the parties agree that in the event of a breach by Fewer of paragraph “5”, Fewer shall pay to GFI, as liquidated damages and not as a penalty, in addition to all other obligations of Fewer to GFI and to other remedies available to GFI, an amount equal to the product of (x) the monthly average of Fewer’s Net Production for the twelve (12) month period immediately preceding the termination of Fewer’s employment with GFI, or for the period of Fewer’s employment with GFI, if less than twelve (12) months, and (y) the number of months remaining unfulfilled under this Agreement and the term of any prohibition contained in this paragraph “5” that was violated by Fewer, and (z) 3.9. GFI shall also be entitled to receive the amount of commissions earned by Fewer or by Fewer’s new employer as a result of Fewer’s efforts during the same time period as described above, but only to the extent such sums exceed the amount described above. The remedies referred to above shall not be deemed to be exclusive of any other remedies available to GFI, by judicial or arbitral proceedings or otherwise, including to enforce the performance or observation of the covenants and agreements contained in this Agreement.

(ii) In the event that, contrary to the intentions of the parties to this Agreement, a Court or Arbitration Panel of competent jurisdiction nullifies or otherwise declares void or unenforceable any of the provisions of this paragraph 5, irrespective of Fewer’s breach thereof, then Fewer shall be obligated to remit to GFI the profits earned by Fewer and/or his new employer from those customers serviced by Fewer both while employed at GFI and at Fewer’s new employer that were developed by Fewer at GFI, including by sustaining a pre-existing business relationship, as part of GFI’s business development efforts, that are derived from the period remaining unfulfilled under this Employment Agreement and the provisions of this paragraph 5 and for three (3) months thereafter not to exceed a total of fourteen (14) months.

6.Effective Waiver/Assignment/Modification.  The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach hereof.  This Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and assigns, legal representatives, executors, administrators and heirs.   Fewer may not assign or delegate his rights, or the performance of any of his obligations, under this Agreement.   Any portion of this Agreement may be amended, modified, or waived, only by a further instrument in writing, signed by the party against whom enforcement of any such waiver, amendment or modification is sought.

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7.Governing Law, Jurisdiction. This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of New York without regard to conflict of law provisions.  Each of the parties hereto submits to the exclusive jurisdiction of the United States District Court of the Southern District of New York or if such court lacks subject matter jurisdiction, to the jurisdiction of the Supreme Court of the State of New York, County of New York with respect to any dispute arising from Fewer’s employment with GFI or to any matter of interpretation of this Agreement or the respective rights or obligations of each of the parties hereof (whether or not any such party is otherwise subject to the jurisdiction or venue of such Court).  Each of the parties hereto specifically waives any objection which it may otherwise have to the jurisdiction or venue of any of such Courts, that such Courts are an inconvenient forum or that either party is entitled to arbitration under the rules of the NASD or otherwise and acknowledges that service of process may be made by mailing a copy thereof in accordance with the provisions of paragraph “8” hereof; provided, however, that if the NASD has exclusive jurisdiction of any such proceeding (which jurisdiction cannot be waived by the parities, as herein intended) such proceeding shall be subject to NASD arbitration in New York City pursuant to the rules and regulations of the NASD.

8.Notices. Any notice required or permitted hereunder shall be given in writing and shall be delivered in person or by certified mail, postage prepaid:

If to Fewer:	If to GFI:
Donald Fewer	GFI Group Inc.
455 Powell Street	100 Wall Street
Staten Island,	New York, New York
New York  10312	10005
	Attn: Mr. Michael
	Gooch, President

or to such other party or address as either party hereto may give notice to the other.

9.Opportunity for Review.  FEWER ACKNOWLEDGES THAT HE HAS BEEN OFFERED 21 DAYS TO REVIEW THIS AGREEMENT, HE HAS REVIEWED THIS AGREEMENT CAREFULLY AND HAS HAD AMPLE OPPORTUNITY TO OBTAIN ADVICE AS TO THE MEANING OF THE TERMS, COVENANTS AND AGREEMENTS CONTAINED HEREIN FROM SUCH PROFESSIONAL ADVISORS AS FEWER HAS DEEMED APPROPRIATE OR NECESSARY.  Fewer further acknowledges that GFI will be irreparably harmed if Fewer discloses the contents hereof, whether orally or in writing, to any person or party except as permitted by this Agreement and, therefore, Fewer affirms that any such disclosure shall be deemed a material breach of this Agreement. Notwithstanding the foregoing, Fewer may disclose and review this Agreement with any of his professional advisors provided such advisors undertake to retain the confidentiality of the content of this Agreement.

10.Entire Understanding/Counterparts/Captions.  This Agreement contains the entire understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, arrangements and understandings, written or oral, relating to the subject matter.  This Agreement may be

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executed in any number of counterparts, each of which shall be deemed an original, and all of which will constitute one and the same instrument. The captions set forth in the Agreement are for convenience only and shall not be construed as a part of this Agreement or in any way limiting or amplifying the rights and provisions hereof.  In the event that any provision of this Agreement is determined to be void, invalid or unlawful, the parties hereto agree that such provision shall be limited and enforced to the extent permitted or otherwise necessary to be made enforceable by applicable law but every other provision of this Agreement shall remain in full force and effect.

11.Effective Date.  In order to assure Fewer further opportunity to consider the parties’ respective obligations and duties under this Agreement, including paragraph “5”, this Agreement shall become effective seven (7) days following the date of signing by Fewer (the “Review Period”).  Prior to the expiration of the Review Period, Fewer may unilaterally revoke the Agreement by a signed writing received by GFI within such seven (7) days.

12.WAIVER.  RECOGNIZING THE IMPORTANCE TO GFI OF PARAGRAPH “5” OF THIS AGREEMENT, FEWER ACKNOWLEDGES THAT HE HAS RECEIVED AMPLE AND SUBSTANTIAL ADDITIONAL COMPENSATION AND OTHER CONSIDERATION FOR HIS COMPLIANCE WITH HIS OBLIGATIONS SET FORTH HEREIN.  FEWER HEREBY EXPRESSLY WAIVES AND AGREES TO BE ESTOPPED FROM RAISING ANY OBJECTIONS TO THE ENFORCEMENT OF THE POST-EMPLOYMENT RESTRICTIONS CONTEMPLATED BY THIS AGREEMENT AND FREELY ENTERED INTO BY FEWER AND GFI.

13.Fewer’s Services.  Both parties hereto agree that Fewer’s services under this Agreement are important, valuable, unique and irreplaceable.   Both parties agree that Fewer hereby conveys and GFI hereby purchases Fewer’s rights in any pre-existing customer relationships.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

Employee		GFI Group Inc.
By:	/s/ Donald Fewer	By:	/s/ Michael Gooch
	DONALD FEWER		MICHAEL GOOCH

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FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

This amendment (the “Amendment”) to Employment Agreement is dated March 11, 2004 (the “Effective Date”) between GFI Group Inc., a Delaware corporation having its principal offices at 100 Wall Street, New York, New York 10005 (“GFI”) and Donald Fewer, residing at 455 Powell Street, Staten Island, New York 10312 (“Fewer”).

WITNESSETH

WHEREAS, Fewer and Jersey Partners Inc. d/b/a GFI Group Inc., a New York corporation, have entered into a certain Employment Agreement dated July 17, 2000 (the “Agreement”),

WHEREAS, Fewer provided GFI with written notice (the “Notice of Termination”) on November 20, 2003 that he did not wish to extend the Agreement beyond the existing Subsequent Term,

WHEREAS, Fewer desires to withdraw the Notice of Termination and the parties desire that Fewer continue in the full and active employ of GFI in accordance with the terms and conditions set forth in the Agreement as modified by this Amendment.

NOW, THEREFORE, in consideration of the mutual premises and the undertakings contained herein, it is agreed as follows:

1.The parties hereto agree that the Agreement shall renew for a two year Subsequent Term which shall commence on July 17, 2004 and which shall terminate on July 16, 2006. Any additional Subsequent Terms thereafter shall be governed by the terms and conditions set forth in the Agreement.

2.Section 3(i) (Compensation and Benefits) is hereby amended to increase Fewer’s Base Salary to $650,000 per annum.

3.In this Amendment and unless the context otherwise requires, words commencing with a capital letter but not defined herein shall have the meanings ascribed to them in the Agreement.

4.In all other respects, the Agreement shall remain in full force and affect provided however, the parties hereto understand and agree that GFI Group Inc., a Delaware corporation, replaces Jersey Partners Inc. d/b/a GFI Group Inc. a New York corporation, in all respects as the employing party in the Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.

	GFI Group Inc.
/s/ Donald Fewer	By:	/s/ Michael Gooch
Donald Fewer		Michael Gooch
		Chief Executive Officer

EX-10.5

Exhibit 10.5

THIS AGREEMENT is made this 1st May day of 2002

BETWEEN:

(1)GFI HOLDINGS LIMITED (“the Company”) of GFI House, 9 Hewett Street, London EC2A 3RP; and

(2)STEVE McMILLAN (“the Employee”) of Flat 20, Springalls Wharf, 25 Bermondsey Wall West, London SE16 4TL.

1Definitions

1.1In this Agreement unless the context otherwise requires:

1.1.1“Associated Company” means a Company which is or was from time to time a subsidiary or holding company of the Company or a subsidiary (other than the Company) of a holding company of the Company.  For the avoidance of doubt, a holding company is as defined in section 736 Companies Act 1985 and a subsidiary company is as defined by section 736 Companies Act 1985.

1.1.2“Board” means the board of directors from time to time of the Company or duly appointed sub-committee of the said Board;

1.1.3“Commencement Date” means the date the Employee commences Employment pursuant to the terms of this Agreement;

1.1.4“Employment” means the employment of the Employee by the Company under the terms of this Agreement;

1.1.5“Intellectual Property” includes letters, patents, trademarks whether registered or unregistered, designs, utilities, models, processes, copyright including design copyrights, applications for any of the foregoing and the right to apply for them in any part of the world, discoveries, creations, inventions or improvements upon or additions to any invention, database rights, Confidential Information, know-how and research effort relating to any of the above mentioned, moral rights and any similar rights in any country.

1.2The headings and marginal headings to the clauses are for convenience only and have no legal effect.

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1.3Words denoting the singular include the plural and vice versa; words denoting one gender include all genders; words denoting persons include companies, all other similar types of organisation, corporations, unincorporated associations and partnerships.

1.4All references to statutory provisions or enactments shall include references to any consolidating legislation involving the provisions, enactments and regulations referred to and any amendment, modification or re-enactment of any such provision or enactment (whether on or before the date of this Agreement), to any previous enactment which has been replaced or amended, and to any regulation or order made under such provision or enactment.

2Introduction

2.1This Agreement includes those particulars of your Appointment which are required to be given to you under the ERA, as amended.  This Agreement is supplemented by the GFI Company Handbook (“the Handbook”).  A copy of the Handbook shall be provided to you by the Company.  Should there be any inconsistency between this agreement and the contents of the Handbook, the terms of this Agreement shall prevail.

3Appointment and Duties of the Employee

3.1The Company appoints the Employee and the Employee agrees to serve the Company as Chief Operating Officer GFI Group or in such other capacity as may be required by the Board from time to time.  The Employee may be required to perform additional duties according to operational and management requirements.

3.2The Employee’s Employment under this Agreement shall be deemed to have commenced on the February 28 2000 (the “Commencement Date”) and to have continued thereafter, subject to earlier termination pursuant to clause 13 for a period of two years, terminating on the second anniversary of the Commencement Date (“the Initial Period”).  The Initial Period will be extended automatically for successive periods of one year (“the Renewal Period”) on the same terms and conditions as contained in this Agreement unless either party gives to the other three months’ prior notice of termination in writing to expire at the end of the Initial Period or to expire at the end of a Renewal Period.

3.3Once notice to terminate the Employees Employment has been given either by the Employee or the Company or if the Employee seeks to terminate his Employment

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hereunder in breach of contract the Company shall be under no obligation to vest in or assign to the Employee any powers or duties or to provide any work for the Employee and may exclude the Employee from any premises of the Company provided always that salary and all other contractual benefits do not cease to be payable or provided by reason only of the Company exercising its rights pursuant to this clause.  In addition, the Company may require the Employee to resign from any directorship or other office he may hold with the Company or any Associated Company and upon being so required the Employee shall be deemed simultaneously to submit his resignation and shall have no claim or right of action against the Company for compensation, damages or otherwise in respect of such resignation save that this provision shall not otherwise prejudice any of his rights in respect of the termination of this agreement or of his Employment.

3.4The Employee shall during normal working hours and such additional hours as are necessary for the proper performance of his duties:

3.4.1devote the whole of his time and attention and the full benefit of his knowledge, expertise, skills and ability in the proper performance of his duties (unless on holiday as permitted by this Agreement or prevented by ill-health or accident);

3.4.2faithfully and diligently perform those duties and exercise such powers consistent with them which are from time to time assigned to or vested in the Employee;

3.4.3obey all lawful and reasonable directions given to the Employee by or under the authority of the Board, and save as inconsistent with the express terms of this Agreement, all applicable rules and regulations from time to time laid down by the Company concerning its employees;

3.4.4at all times use his best endeavours to promote and protect the interests and welfare and to maintain the goodwill of the Company and any Associated Company and not do and to exercise all reasonable endeavours to prevent there being done anything that is or may be prejudicial or detrimental to the Company or any Associated Company;

3.4.5except with the prior written approval of the Board shall not during his employment by the Company be directly or indirectly engaged or concerned or interested in any other trade or business or the setting-up of any business save as a holder of the legal or equitable interest in the shares or securities of a company any of whose shares or securities are quoted or dealt with on any recognised Stock Exchange

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provided that any such holding shall not exceed three percent of the whole or any class of the issued share capital of the company concerned;

3.4.6keep the Board promptly and fully informed (in writing if so requested) of his conduct of the business or affairs of the Company and/or any Associated Company and provide such explanations in respect of all matters as the Company may reasonably require;

3.4.7not at any time make any untrue or misleading statement relating to the Company or any Associated Company or omit to bring to the Company’s attention any matter relevant to or that in any material way may affect the business or commercial operation of the Company or any Associated Company.  Further, the Employee shall promptly disclose to the Board any information which comes into his possession or attention which affects adversely or may effect adversely the Company or any Associated Company or the business of the Company or any Associated Company.  Such information shall include but not be limited to the plans of any employee to leave the Company or any Associated Company (whether alone or in concert with other employees) the plans of any employee (whether alone or in concert with other employees) to join a competitor or to establish a business in competition with the Company or any Associated Company, any steps taken by an employee to implement either of such plans and the misuse by any employee of any confidential information belonging to the Company or any Associated Company;

3.4.8for the avoidance of doubt, the Employee will, if required by the Company, carry out duties for and/or act in a capacity as an employee for any Associated Company.

3.5The Board may require the Employee to perform services for any Associated Company wherever situated and without further fees or remuneration, and to enter into any separate agreement or agreements with such Associated Company for such purpose, and any duties that the Employee may have under this Agreement will be deemed to extend to such Associated Company.

3.6The Employee agrees that he will not offer to any third party or accept any benefit whether financial or in kind from any other party (other than his proper remuneration from the Company) and the Employee agrees that he will not accept or offer gifts or hospitality other than by way of a token nature from any person or business with whom he is involved on the Company’s business.

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3.7The Employee’s job description may from time to time be amended by the Company and in addition to the duties set out above, the Employee may from time to time be required to undertake additional or other duties, consistent with the Employee’s status and seniority, as necessary to meet the needs of the business of the Company.

3.8The Employee shall not publish any literature, deliver any lecture or make any communication to the Press, broadcasting or other media relating to the business of the Group without the approval of the Board but should such prior approval be granted copyright in any such publication or lecture notes will belong absolutely to the Company

4Conduct

As Chief Operating Officer GFI Group, the Employee is an ambassador of the Company and any Associated Companies and whilst on Company business the Employee will conduct himself in a professional and ethical manner and in a manner that may or may be likely to credit the Company and any Associated Company’s business and reputation

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5Place and Hours of Work

5.1The Employee’s normal place of work will be at the Company’s offices at GFI House 9 Hewett Street, London EC2A 3RP or such other location as the Company may from time to time reasonably require within the United Kingdom or abroad for the purpose of business visits.

5.2In addition the Employee must be willing to travel and work overseas, staying away for periods of up to several weeks duration, upon reasonable notice.  If the Employee is required to work outside the United Kingdom for a period exceeding one month, the Employee will be notified in advance of any additional terms affecting his Employment.

5.3The Employee’s normal hours of work are between 9:00am and 5:30pm, Monday to Friday plus such additional hours as may be necessary for the proper performance of his duties.  The Employee will not be entitled to any further remuneration for such additional hours worked.

6Compensation and Bonus

6.1During the Employee’s Employment with the Company and subject to the Employee complying with his obligations and duties under this Agreement, the Company shall pay to the Employee a salary at the rate of $630,121.00, per annum which shall accrue from day-to-day and be payable by bank credit transfer in equal monthly instalments in accordance with the Company’s standard payroll practices from time to time.  The salary shall be deemed to include any fees receivable by the Employee as a Director of the Company, any Associated Company or of any other company or unincorporated body in which the Employee holds office as nominee or representative of the Company or any Associated Company.

6.2The Company paid to the Employee a sign-on bonus in the sum $800,000 (the Signing Bonus).  The Signing Bonus was deemed to be earned pro-rata at the rate of $100,000 for each three month period of the Initial Period and a sum equal to the unearned portion of the Signing Bonus was to be immediately repaid by the Employee to the Company, should the Employee seek to terminate his Employment or should this Agreement be terminated for gross misconduct in accordance with clause 15, at any time during the Initial Period.

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6.3The Employee has received 500,000 stock options (the “Options”) of the common stock of GFInet Inc, projected as $1.00 call options, at the date on which the Employee received them.  The options will vest and issue in accordance with all operative agreements and plans, Including the GFInet Inc. 2000 Stock Option Plan (the “Additional Bonus”);

6.4The Employee shall also be entitled to receive:

6.4.1$3,500 per month living allowance payable for only those months that the Employee is required by the Company to work outside of London, England;

6.4.2With effect from 1 May 2002, the sum of £18,500 per annum which shall be paid into the GFI Group Executive Pension Scheme by the Company

6.4.3In addition the Employee may also be eligible to receive an additional discretionary bonus the payment of and the amount of any such bonus to be at the absolute discretion of the Company.  To be eligible to receive a bonus the Employee must be employed by the Company at the date of payment and not be under notice of termination of employment or in fundamental breach of contract.

6.4.4On termination of the Employee’s Employment, the Company reserves the right to deduct from any sums payable to the Employee on such termination any monies which are owed by the Employee to the Company or to any Associated Company.

7Other Benefits

7.1The Employee shall be eligible to receive during his Employment such benefits that the Company puts in place for other employees at the Employee’s level of seniority, provided that this shall not require the Company to adopt and maintain any particular plan or policy.

8Expenses

8.1The Company will reimburse the Employee in accordance with its standard policy in respect of all reasonable out-of-pocket expenses properly Incurred by the Employee in the performance of his duties.  This is subject to the Employee providing such vouchers or other evidence of actual payment of the expenses as the Company may reasonably require.

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9Holiday

9.1The Company’s holiday year runs from 1 January to 31 December.

9.2In addition to UK public and bank holidays, the Employee is entitled to 20 working days’ paid holiday in each holiday year to be taken at such time or times as may be agreed with the Board.  The Employee is not permitted, without the prior written consent of the Board, to carry forward any unused part of his holiday entitlement to a subsequent holiday year and any such unused holiday will be forfeited without payment in lieu.

9.3On the termination of the Employee’s Employment for whatever reason, the Employee shall either be entitled to pay in lieu of outstanding holiday entitlement or be required to repay to the Company (or the Company shall be entitled to make a deduction from the Employee’s remuneration and by executing this Agreement the Employee consents to any such deduction) any salary received for holiday taken in excess of his actual entitlement.  The basis for payment and repayment shall be in the case of accrued holiday entitlement;

9.41.67 days’ holiday for each completed calendar month of service; or

9.4.1in the case of payment in lieu, or deduction, 1/265 of the Employee’s annual salary for each day’s holiday not taken, or taken in excess of the accrued entitlement.

10Sickness

10.1If the Employee is absent from the office because of illness, injury or other circumstances, he shall notify the Company of the reason for his absence no later than 10.00am on the first day of such absence, giving a full explanation of the reasons for his absence.  If the Employee for any reason is unable to make personal contact with the Company (for example because he is too unwell), he should ensure that somebody contacts the Company on his behalf.

10.2If the Employee returns to work after such a period of absence of seven days or less, he must complete a self-certification form before midday on the first day back at work which will be retained in the Company’s records.  If the Employee is absent for more than seven consecutive days, he shall provide a medical practitioner’s certificate on the eighth day and weekly thereafter so that his whole period of absence is certified by such certificates.

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10.3Upon completion of six months continuous employment with the Company if the Employee is absent due to sickness or injury duly certified in accordance with the provisions of this clause 10 at the discretion of the Company he shall be paid his full salary for up to two months absence and thereafter half his full salary for a further two months in any sick pay year which runs from 1 January to 31 December.  Any further entitlement shall be to statutory sick pay only.  Any remuneration paid during such absence shall be inclusive of any Statutory Sick Pay to which the Employee is entitled and any Social Security Sickness Benefit or other benefits recoverable by the Employee (whether or not recovered) may be deducted there from.

10.4The Employee agrees that he will at the expense of the Company and if directed to do so at any time undergo a medical examination by a medical practitioner nominated by the Company and that the Company shall be entitled to be supplied with and retain a copy of any medical report, diagnosis or prognosis made or produced in relation to any such medical examination and to discuss the same with the practitioner who produced such report, diagnosis or prognosis.

10.5The Company reserves the right to cease payment of any salary or statutory sick pay during any period of sickness absence if the Employee fails to comply with the notification requirements set out in this clause 10.

10.6If the Employee is absent from work by reason of injury sustained wholly or partly as a result of actionable negligence, nuisance or breach of any statutory duty on the part of any third party other than any subsidiary or associate of the Company the Company in its discretion may require the Employee to take all reasonable steps to recover compensation including repayment of all sums paid to him by the Company under this clause in respect of such absence.  Any such sum shall in turn be repaid by the Employee when and to the extent that he recovers compensation for loss of earnings from that third party by action or otherwise less any reasonable costs incurred in recovering any such compensation.

10.7The Company reserves the right to terminate the Employee’s employment without notice or payment in lieu of notice if the Employee is absent from work due to sickness or injury for a period of 26 consecutive weeks or 150 days in any calendar year.

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11Protective Covenants

11.1The Company and the Employee acknowledge and agree that, as part of the Employee’s Employment under this Agreement and as a necessary part of carrying out and fulfilling his duties, the Employee will have full use of and access to persons, business relationships and connections, clients and client connections, Confidential Information and other matters that form part of the legitimate business interests of the Company and in which the Company makes a significant and continuing investment.  The purpose of the Protective Covenants set out in this clause is to protect the Company’s legitimate business interests and will only be invoked if the Employer has a reasonable belief that those legitimate business interests are threatened or may be threatened by actions of the Employee.

11.2For the purposes of this clause 11 “Relevant Period” means the period of 12 months preceding the date on which the Employee’s Employment terminates; “Restricted Area” means the location of any of the financial markets or exchanges in any country which the Company covers, operates or conducts business in, or plans to operate or conduct business in, at the date on which the Employees employment is terminated, or during the twelve month period thereafter, including but not limited to the metropolitan areas of New York, London, Sydney, Singapore, Hong Kong and such other areas in which the Employee rendered services and/or acted on behalf of the Company in the Relevant Period; “Relevant Employee” means any employee of the Company or any Associated Company with whom the Employee had material dealings in the performance of his duties at any time during the Relevant Period including but not limited to brokers, broking managers, directors, senior support staff (IT, Product, Middle and Back Office) and consultants, but subject to this provision not applying to staff employed in a secretarial or clerical capacity only and “Company” includes any Associated Company for whom the Employee rendered serviced and/or worked during his Employment with the Company.

11.3For a period of six months following the date on which the Employee’s Employment terminates, the Employee shall not within the Restricted Area, without the prior written consent of the Company, directly or indirectly, own, operate, manage, control participate in, consult with, render services to, be employed by or assist in any way any person, firm, company or organisation engaged in the provision of services similar to and in competition with the services provided by the

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Company during the Relevant Period and in which the Employee was actively involved at any time during the Relevant Period.

11.4For a period of twelve months following the date on which the Employee’s Employment terminates the Employee shall not, alone or with others, whether directly or indirectly, and whether for the benefit of the Employee or any person other than the Company:

11.4.1canvass or solicit or entice away business, orders or custom relating to services similar to and competitive with those provided by the Company and in which the Employee was actively involved from any person who at the date of termination of the Employee’s Employment and/or at any time during the Relevant Period is a client or customer of the Company and with whom or with whose business the Employee was actively engaged or concerned;

11.4.2deal with or transact business with in relation to or in connection with services similar to and competitive with those provided by the Company and in which the Employee was actively involved from any person who, at the date of termination of the Employee’s Employment and/or at any time during the Relevant Period is a client or customer or counterparty of the Company with whom or with whose business the Employee was actively engaged or concerned;

11.4.3interfere or seek to interfere with the continuance of supplies from any supplier to the Company with whom the Employee shall have had material dealings during the Relevant Period

11.4.4solicit, induce, encourage, attempt to solicit, induce or encourage (whether directly or indirectly) any Relevant Employee to terminate his employment with or otherwise cease his relationship with the Company and similarly will not, whether directly or indirectly, employ, engage or offer employment to or an engagement to any such person.

11.5In the event that the Company exercises its right under clause 3.3 then each of the periods referred to in clauses 11.3 and 11.4 shall be reduced by any period spent by the Employee on garden leave pursuant to clause 3.3.

11.6The Employee agrees that each of the restrictions set out in this clause 11 is an entirely separate, severable and independent restriction.

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11.7The Employee agrees that the restrictions contained in this clause 9 are reasonable, but in the event that any such restrictions shall be found to be void, but would be valid if some part was deleted, or the period or periods reduced, such restrictions shall apply with such modification as may be necessary to make it valid and effective

11.8The Employee will show a copy of this Agreement including these Protective Covenants to any future employer immediately upon any offer or assurance of employment being made (whether oral or in writing) where the Employee Is to commence employment with such Employer before the expiration of six months following the termination of the Employee’s Employment under this Agreement.

11.9The Company reserves the right to send any prospective employer of the Employee a copy of this Agreement to put such prospective employer on notice that the Employee is subject to the Protective Covenants set out above.

11.10If, during his employment with the Company, the Employee receives any offer or assurance of employment from a third party, whether oral or in writing, the Employee will disclose the fact of that offer or assurance to the Company immediately it is made and/or received.

11.11The Employee confirms and agrees that he has had sufficient time to consider and has received independent legal advice in respect of the effect of and potential liability attaching to the Protective Covenants and obligations contained in this Clause 11.

12Confidential Information

12.1The Employee acknowledges that, in the course of and as part of his Employment, he will obtain, have access to and use information belonging to the Company that is highly confidential and critical to the Company’s present and future commercial interests and continued operation.  The Employee agrees and acknowledges that all such information and knowledge, whether or not in writing, concerning the Company and/or any Associated Company and/or its or their clients or the business or financial affairs of the Company and/or any Associated Company or its or their clients is the exclusive property of the Company.  For the purposes of this Agreement, such information is “Confidential Information”.  Confidential Information includes but is not limited to:-

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12.1.1business operations, plans, strategies, portfolio, prospects or objectives of the Company, any Associated Company or any of their respective clients;

12.1.2structure, products, product development, technology, distribution, sales, services, support and marketing plans, practices and operations of the Company or any Associated Company;

12.1.3the prices, costs and financial records, details or statements of the Company any Associated Company;

12.1.4research and development, new products, licenses, operations or plans of the Company or any Associated Company;

12.1.5trade secrets, proprietary information and Intellectual Property of the Company or any Associated Company;

12.1.6clients and client lists (including without limitation, the identities or clients, names, addresses, contacts and the clients’ business status or needs) of the Company and/or any Associated Company; and

12.1.7confidential information regarding the skill, compensation and benefits of other employees of the Company or any Associated Company

12.2Either during or after his Employment the Employee will not disclose any Confidential Information to any third party or use the same for any purpose other than carrying out the terms of the Employee’s Employment unless and until such Confidential Information is or has become public knowledge (unless this occurs through a breach of this Agreement or any other unlawful act by the Employee), provided that the Employee will not be precluded from disclosing Confidential Information to the extent he is required to do so by law or court order, provided that the Employee shall use all reasonable endeavours to give the Company prior notice of any such disclosure and shall limit such disclosure to that which is legally required.

12.3The Employee agrees that his obligation not to disclose or use Confidential Information also extends to Confidential Information belonging to clients/customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the Employee in the course of the Company’s business.

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13.Intellectual Property

13.1The Company and the Employee agree that the Employee may make, discover or create Intellectual Property in the course of his duties under this agreement and agree that in this respect the Employee has a special obligation to further the interests of the Company.

13.2Subject to the provisions of the Patents Act 1977, the Registered Designs Act 1949 and the Copyright Designs and Patents Act 1988, if at any time during his Employment the Employee makes or discovers or participates in the making or discovery of any Intellectual Property relating to or capable of being used in the business for the time being carried on by the Company full details of the Intellectual Property shall immediately be communicated by the Employee to the Company and shall be the absolute property of the Company.  At the request and expense of the Company the Employee shall give and supply all such information, data, drawings and assistance as may be requisite to enable the Company to exploit the Intellectual Property to the best advantage and shall execute all documents and do all things which may be necessary or desirable for obtaining patent or other protection for the Intellectual Property in such parts of the world as may be specified by the Company and for vesting the same in the Company or as it may direct.

13.3The Employee irrevocably appoints the Company to be his agent in his name and on his behalf to sign, execute or do any such instrument or thing and generally to use his name for the purpose of giving to the Company (or its nominee) the full benefit of the provisions of this clause and in favour of any further party a certificate in writing signed by any director or the secretary of the Company that any instrument or act falls within the authority conferred by this clause shall be conclusive evidence that such is the case.

13.4If the Intellectual Property is not the property of the Company the Company shall subject to the provisions of the Patents Act 1977 have the right to acquire for itself or its nominee the Employee’s rights in the Intellectual Property within three months after disclosure pursuant to this clause on fair and reasonable terms to be agreed or settled by a single arbitrator.

13.5The Employee waives all of his moral rights (as defined in the Copyright Designs and Patents Act 1988) in respect of any acts of the Company or any acts of third

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parties done with the Company’s authority in relation to any Intellectual Property which is the property of the Company by virtue of this clause.

13.6Rights and obligations under this clause shall continue in force after termination of this agreement in respect of Intellectual Property made during the Employee’s Employment under this Agreement and shall be binding on his representatives.

14Return of Company Property

At any time at the request of the Company and in any event upon termination of the Employee’s Employment the Employee shall immediately deliver up to the Company all property in his possession, custody or under his control, belonging to the Company or any Associated Company including but not limited to keys, security and computer passes, computer hardware, facsimile machines and all documents and other records (whether on paper, magnetic tape, CD Rom or any other kind of computer disk, or in any other form and including correspondence, lists of clients or customers, notes, memoranda, software, plans, drawings and other documents and records of whatsoever nature and all copies thereof) made or compiled or acquired by the Employee during his Employment with the Company and concerning the business, finances or affairs of the Company or any Associated Company including, for the avoidance of doubt, the business, finances or affairs of the clients/customers of the Company or any Associated Company.

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15Suspension and Termination

15.1In order to investigate a complaint against the Employee of misconduct, the Company is entitled to suspend the Employee on full pay for a period of up to 14 days.

15.2The Company may by written notice terminate this agreement with immediate effect if the Employee commits an act or acts of gross misconduct or in circumstances where the Company is entitled to do so at law, including but without limitation, if the Employee

15.3continues after receiving appropriate warnings to commit any act of serious misconduct or repeats or continues (after written warning) any other material breach of his obligations under this Agreement; or

15.4is guilty of any conduct which in the reasonable opinion of the Company tends to bring the Employee, the Company or a Associated Company into disrepute; or

15.5is convicted of any criminal offence (excluding an offence under road traffic legislation in the United Kingdom or elsewhere for which he is not sentenced to any term of imprisonment whether immediate or suspended); or

15.6commits any act of dishonesty whether relating to the Company, any Associated Company, any employees of any such company or otherwise; or

15.7becomes bankrupt or makes any arrangement or composition with his creditors generally; or

15.8is in the reasonable opinion of the Company incompetent in the performance of his duties; or

15.9is found liable, following a full investigation by the Company, of any serious act of race, sex or disability discrimination, whether such act or acts results in legal proceedings being brought against the Company or not; or

15.10is prevented by any applicable law or regulation, including being disqualified as a Director by any competent authority, from continuing as Director of the Company or any Associated Company or performing any of his duties under this agreement.

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15.11Any delay by the Company in exercising any right to termination shall not constitute awaiver of such right.

15.12On the termination of this agreement for whatever reason, the Employee shall at the request of the Company resign (without prejudice to any claims which the Employee may have against the Company or any Associated Company arising out of this Agreement or the termination of his employment) from all and any offices which he may hold as a director of the Company or any Associated Company and from all other appointments or offices which he holds as nominees or representatives of the Company.  The Employee irrevocably authorises any director of the Company to do any act or sign any document on his behalf as the Company requires in relation to any such resignation.

16GENERAL

16.1The Employee warrants and confirms that he is not bound by the terms of or has disclosed all details of any agreement with any previous employer or other party to refrain from using or disclosing any trade secret or confidential information in the course of his employment with the Company and that, as at the date of commencement of the Employment Agreement and this Agreement, is not bound or subject to any restrictive or protective covenants or other such provisions in any contract and that he is legally free to commence employment with the Company.  The Employee further warrants and confirms that his performance of all the terms of this Agreement and the Employment Agreement does not and will not breach any restrictive or protective covenants as referred to above or any agreement to keep in confidence any confidential information, knowledge or data acquired by him in confidence or in trust prior to his employment with the Company and the Employee will not disclose to the Company or induce the Company to use any confidential information or material belonging to any previous employer or others.  The Employee agrees to indemnify the Company against all loss, liability costs or damages suffered or incurred by the Company in the event that any of the facts warranted and confirmed by the Employee in this clause 14 are untrue or misleading.

16.2The Employee warrants and confirms that he has not entered into any agreement, arrangement or understanding, whether written or oral, with any supplier, contractor, subcontractor or customer, relating to the business of the Company.

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16.3The Employee is subject to the disciplinary and grievance rules of the Company as set out in the Company’s Staff Handbook.

16.4The expiration or termination of this Agreement shall not operate to affect such of the provisions of this agreement as are expressed to operate or have effect after then and shall be without prejudice to any accrued rights or remedies of the parties.

16.5The validity, construction and performance of this Agreement shall be governed by English law.  All disputes claims or proceedings between the parties relating to the validity, construction or performance of this Agreement shall be subject to the non-exclusive jurisdiction of the High Court of Justice in England and Wales to which the parties irrevocably submit.

16.6Any notice to be given by a party under this Agreement must be in writing and must be given by delivery at or by sending first class post or other faster postal service, or telex, facsimile transmission or other means of telecommunication in permanent written form (provided the addressee has his own facilities for receiving such transmissions) to the last known postal address or relevant telecommunications number of the other party.  Where notice is given by sending in a prescribed manner it shall be deemed to have been received at the time at which the letter was delivered personally or transmitted or if sent by post, 48 hours after posting.  To prove the giving of a notice it shall be sufficient to show it was despatched.

16.7This Agreement constitutes the entire agreement of the parties in relation to the Employee’s employment and all other agreements or arrangements, whether written or oral, express or implied, between the Employee and the Company relating to the services of the Employee save as referred to in this agreement shall be deemed to have been cancelled and longer in effect.

16.8A contracting-out certificate pursuant to the Pension Schemes Act 1993 is not in force.

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16.9The terms and conditions of employment set out in this Agreement satisfy the requirements of section 1 of the Employment Rights Act 1996.

IN WITNESS whereof the Employee has signed as a deed and the Company has signed the date and year first before written.

SIGNED by Stephen J. McMillan	)	/s/ Stephen J. McMillan
in the presence of	)
KAY CHESTERFIELD		/s/ Kay Chesterfield
SIGNED by Michael Gooch	)	/s/ Michael Gooch
for and on behalf of	)
GFI Holdings Limited

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EX-10.6

Exhibit 10.6

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (“Agreement”), is made as of November 18, 2002, by and between GFI Group Inc. (the “Company” or “GFI”), a Delaware Corporation, having offices at 100 Wall Street, New York, New York, and James A. Peers, who currently resides at 2658 North Southport Avenue, Unit G, Chicago, Illinois 60614 (“Executive”).

W I T N E S S E T H:

WHEREAS, to promote the ongoing business of the Company, the Company desires to assure itself of the right to Executive’s services on the terms and conditions of this Agreement; and

WHEREAS, Executive has experience relating to the Company and is willing and able to render his services to the Company on the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the promises and the mutual covenants herein contained, the parties hereby agree as follows:

1.             Nature of Employment.

(a)           The Company hereby engages Executive as a full-time employee to hold the position of Chief Financial Officer, and Executive accepts such employment, on the terms and conditions set forth in this Agreement.  Throughout the period of Executive’s employment with the Company, subject to the direction of the Board of Directors of the Company (the “Board”) and the Company’s officers designated by the Board, Executive shall perform and discharge well and faithfully such duties and functions as may be assigned to him from time to time by the Company in its discretion in connection with the conduct of its business, including with respect to any business conducted by any affiliate of the Company (including any subsidiaries,  parents, or other enterprises under common ownership or control with the Company) (each a “Related Entity”).  If Executive is elected or appointed an officer or director of the Company, or any other Related Entity, during the period of Executive’s employment with the Company, Executive will serve in such capacity without additional compensation.

(b)           During the period of Executive’s employment with the Company, Executive:  (i) will devote 100% of his employment energies, interests, abilities and time to the performance of his duties and shall not, without the written consent of the Chief Executive Officer of the Company, render to others any service of any kind for compensation; (ii) will not render services to any business activity that is directly or indirectly competitive with any business conducted by the Company or any Related Entity; (iii) will observe and carry out such reasonable rules, regulations, policies, directions and restrictions as may be established from time to time by the Board or the board of directors of any Related Entity, including but not limited to the published standard policies, practices and procedures of the Company as in effect from time to time; and (iv) do such traveling as may be required in connection with the performance of such duties and responsibilities.

(c)           Executive acknowledges that this Agreement contains non-competition and non-disclosure or proprietary information provisions, and Executive agrees to comply with these provisions. Executive understands that entering into and complying with these provisions is a condition to Executive’s employment and that failure to comply with the terms and conditions of these provisions may result in termination “for cause” under this Agreement and in other damages to the Company.

2.            Term of Employment.

(a)           Executive shall be employed by the Company commencing on August 12, 2002, and continuing until terminated as provided herein.

(b)           This Agreement may be terminated at any time upon either party’s giving prior written notice to the other (the “Notice of Termination”), as provided herein, of not less than six (6) months (the “Notice Period”). The Company reserves the right to pay salary, net of applicable tax and other withholdings, in lieu of employment of Executive during the Notice Period. The Company also has the right to require Executive to remain away from work on full pay for such period and on such conditions as the Company may specify. For so long as the Executive is required not to work during the Notice Period, the Executive will remain employed by the Company, will continue to receive compensation and benefits to the extent provided in Section 3 below and will be bound by all of the terms of this Agreement. For purposes of the provisions of Section 5(d) below, the length of the Period of Restriction (as such term is defined below) will be reduced by the number of weeks, if any, that the Executive remains employed by the Company but is required to remain away from work during the Notice Period.

(c)           No Notice of Termination shall be given nor salary in lieu of Notice of Termination nor any severance amounts shall be payable when Executive’s employment is terminated by the Company for cause (as such term is hereinafter defined), or when Executive’s employment is terminated by reason of his death or permanent disability (as such term is hereinafter defined). As used herein, the term “cause” shall mean and be limited to: (i) any material breach of this Agreement by Executive; (ii) Executive’s engagement in any conduct or activity constituting a breach of fiduciary duty, willful misconduct or gross negligence relating to the Company or the performance of Executive’s duties and responsibilities hereunder that has an adverse impact on the Company; (iii) Executive’s conviction of, or plea of nolo contendre to, any crime under the laws of the United States, any state or political subdivision thereof or any other applicable jurisdiction, if such crime constitutes a felony or a misdemeanor that involves moral turpitude or, if such crime is committed under the applicable law of any jurisdiction other than the United States or a state or political subdivision thereof, such crime is of comparable severity and subject to comparable penalties as a felony or misdemeanor involving moral turpitude under United States law; (iv) an act of deception, fraud, misrepresentation or dishonesty by Executive in the performance of Executive’s duties and responsibilities hereunder; (v) Executive’s willful and continued failure or refusal to comply with the Company’s lawful policies and procedures applicable to its employees; or (vi) the Executive’s failure to maintain any professional license(s) necessary to the performance of the duties described in Section l(a) above. In such circumstances, Executive will have no claim for damages for wrongful dismissal against the Company or its Related Entities, and such termination shall be without prejudice to any claim that the Company may

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have against Executive for damages arising from any misconduct by Executive, including any breach by Executive of any term of this Agreement.

(d)           This Agreement may also be terminated, with or without notice at the option of the Company, in the event of permanent disability (as hereinafter defined) of Executive. As used herein, the term “permanent disability” shall mean, and be limited to, any physical or mental illness, disability or impairment that, after reasonable accommodation, prevents or may reasonably be expected to prevent Executive from continuing the performance of Executive’s normal duties and responsibilities hereunder for a period in excess of sixty (60) consecutive days or of ninety (90) non-consecutive days within any given annual period.

(e)           This Agreement may be terminated by Executive for good reason (as such term is hereinafter defined) in accordance with this subsection 2(e).   As used herein, the term “good reason” shall mean any of the following events occurring on or after a change in control (as such term is hereinafter defined) of the Company: (i) relocation of the Executive’s usual place of business to a location more than fifty (50) miles from 100 Wall Street, New York, New York, (ii) any material diminution of the Executive’s position or the Executive’s duties and responsibilities, (iii) any material diminution of the Executive’s Base Salary, or (iv) any other material breach of this Agreement that continues uncured, if capable of cure, for at least thirty (30) days after the Executive has provided the Company, or its successor in interest, with written notice thereof and an opportunity to cure.  There shall be no further requirement of notice for a termination of employment by the Executive for good reason.  If the Executive does not exercise the right to terminate this Agreement for good reason within twelve (12) months after the occurrence of an event of good reason, such right shall be waived unless and until there occurs a subsequent change in control of the Company or its successor.

For purposes of this Agreement, the term “change in control” shall mean (A) the acquisition by any person or group of persons acting in concert, of beneficial ownership (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended), directly or indirectly, through a purchase, merger or other acquisition transaction or series of transactions, of securities of the Company entitling such person or group to exercise 50% or more of the combined voting power of the Company’s securities, other than in connection with the initial public offering of the Company’s equity securities, (B) the transfer, whether by sale or merger, of all or substantially all of the business and assets of the Company to any person or group of persons acting in concert, or (C) the adoption of a plan of liquidation or dissolution of the Company, other than, in each such case above, any such acquisition or transfer to (x) the Company or an affiliate (as such term is hereinafter defined) of the Company, (y) a trustee or other fiduciary acting on behalf of any employee benefit plan maintained by the Company or a member of the Company’s control group (within the meaning of the Employee Retirement Income Security Act of 1974, as amended), or (z) any person who currently owns at least 25% of the combined voting power of the Company’s securities (on a fully diluted basis). For purposes of this definition of change in control, the term “affiliate” shall mean, with respect to any person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such first person, and the term “control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity (other than a

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natural person), whether through ownership of voting capital stock, by contract or otherwise; and the term “person” shall mean any individual, corporation, partnership, joint venture, estate, trust, company, firm or other enterprise, association, organization or entity.

3.             Compensation and Benefits

For the full and faithful performance of the services to be rendered by Executive, in consideration of Executive’s obligations under this Agreement, provided Executive is not in breach of this Agreement, the Company shall pay to Executive and Executive shall be entitled to receive:

(a)           Base Compensation.  As compensation for his services to be rendered hereunder, the Company shall pay to Executive a base salary at the rate of $250,000 per annum (the “Base Salary”), which shall be payable in periodic installments in accordance with the standard payroll practices of the Company in effect from time to time.

(b)           Stock Options.  Subject to the execution of a stock option grant agreement, an employee stock option to purchase up to 750,000 shares of the Class B common stock of GFI Group Inc., with an exercise price to be determined by the Board of Directors of GFI Group Inc., which options shall be issued and shall vest in accordance with all applicable agreements and plans, including the GFI Group Inc. 2002 Stock Option Plan and the above-mentioned stock option grant agreement (the “Options Bonus”).

(c)           Discretionary Bonus.  The Company may pay an additional discretionary bonus, in such an amount and at such time as may be determined by the Company, in its sole and absolute discretion (“Discretionary Bonus”); provided, however, the Discretionary Bonus for calendar year 2002 shall be paid by the Company during either the month of December 2002 or January 2003 at Executive’s discretion.

(d)           Fringe Benefits.  The Company shall also make available to Executive, throughout the period of his employment hereunder, such benefits and perquisites as are generally provided by the Company to its executives at Executive’s level of responsibility, provided, however, that nothing herein contained shall be deemed to require the Company to adopt or maintain any particular plan or policy. In addition, upon commencement of Executive’s employment pursuant to this Agreement, the Company will reimburse Executive for the following expenses: reasonable expenses to move Executive’s personal items from Chicago to the New York City metropolitan area, reasonable closing costs associated with obtaining new living arrangements in New York, up to two months of reasonable interim housing in the New York City metropolitan area and up to three round trip airline tickets from Chicago to New York for Executive and his spouse for the purpose of locating living arrangements in the New York City metropolitan area. Notwithstanding the prior sentence, the Company shall only be obligated to reimburse Executive for the expenses set forth in the prior sentence if and to the extent that the amount of each expense has been consented to by the Company’s Chief Operating Officer or Chief Executive Officer prior to the incurrence of such expense.   In accordance with the terms and conditions of GFI’s written policy regarding short-term disability, as amended from time to

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time, Executive will be provided with the maximum amount of coverage for an individual employee as set forth in such policy for a period not to exceed twelve (12) weeks).

(e)           Expenses. Throughout the period of Executive’s employment hereunder, the Company shall reimburse Executive for reasonable out-of-pocket business expenses incurred by Executive in connection with the performance of his duties and responsibilities hereunder; provided that Executive submits documentation reasonably required by Company expense reimbursement policies and procedures in effect and as amended from time to time.

(f)            Withholding.  All amounts of compensation payable to the Executive hereunder shall be subject to, and paid after reduction for, any and all required deductions or withholdings for federal, state, local and foreign income tax withholding, Social Security, Medicare, unemployment or other similar government benefit or insurance contributions, and any other deductions or withholdings required by law or authorized by the Executive.

4.           Vacation, etc.

Executive shall further be entitled to paid vacation, holidays, personal days and sick days in accordance with the Company’s standard policies and procedures in effect from time to time; provided, however, Executive shall be entitled to four weeks of vacation per year.

5.           Special Covenants

(a)           Nondisclosure of Confidential and Proprietary Information

(i)            Executive acknowledges that during the term of this Agreement, Executive will have access to and possession of trade secrets, confidential information and proprietary information (collectively, and as defined more extensively below, “Confidential Information”) of the Company, and in some instances, of its Related Entities and their respective clients. Executive recognizes and acknowledges that this Confidential Information is valuable, special and unique to the business of the Company and each Related Entity, and that access to and knowledge thereof are essential to the performance of Executive’s duties to the Company and to each Related Entity, if applicable. During the time that Executive is an employee of the Company and at all times thereafter, Executive will keep secret and will not use or disclose any Confidential Information to any person or entity, in any fashion or for any purpose whatsoever, except at the request of the Company or as may be required by applicable law.

(ii)           The term “Confidential Information”, includes, but is not limited to, information written, in digital form, in graphic form, electronically stored, orally transmitted or memorized concerning or relating to the Company or any of its Related Entities, including all financial data relating to the business of GFI and/or any of its Related Entities, lines of credit or debt obligations, customer pricing information, telephone numbers, addresses of and personal and contract information about or relating to GFI employees, or traders and other dealer representatives, profit and loss statements, productivity data, financial models, computer software programs, source and other codes, information about direct communication lines, electronic and voice trading systems, screen systems and wiring instructions, all information about the Company’s or any of its Related Entities’ business prospects and opportunities, and all other information about or gained from any customer to the Company or to any Related Entity providing services during Executive’s

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employment with the Company and all information reasonably determined by the Company to be proprietary or confidential. This clause shall not apply to any confidential information which enters the public domain other than through Executive’s breach of this Agreement.

(iii)          Executive further recognizes that GFI and certain Related Entities have received and in the future will receive from third parties confidential or proprietary information (“Third Party Information”) subject to a duty on their part to maintain the confidentiality of such information and to use it only for certain limited purposes. Executive will hold Third Party Information in the strictest confidence and will not disclose to anyone (other than Company personnel who need to know such information in connection with their work for GFI) or use, except in connection with work for GFI, Third Party Information unless expressly authorized by GFI in writing.

(iv)          All Confidential Information, proprietary and/or confidential files and records are and at all times shall remain the exclusive property of the Company. Executive agrees to store and maintain all Confidential Information in a secure place. Executive agrees to make no use of any Confidential Information on his own behalf or on behalf of any other person or entity other than the Company. Executive further agrees that any property situated on the Company’s premises and owned by the Company, including computer disks and other digital, analog or hard copy storage media, filing cabinets, lockers, desks or other work areas, is subject to inspection by Company personnel at any time with or without notice, When Executive leaves the employ of the Company, Executive will deliver to the Company (and will not keep in his possession, recreate or deliver to anyone else) any and all devices, records, recordings, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, computer materials, equipment, other documents or property, together with all copies thereof (in whatever medium recorded), belonging to the Company, its successors or assigns.

(b)         Assignment of Inventions and Intellectual Property

(i)            The term “Proprietary Rights” will mean all trade secrets, trademarks, service marks, patents, copyrights, mask works and other intellectual property rights throughout the world. The term “Inventions” shall mean all Proprietary Rights, inventions, ideas, processes, formulas, source and object codes, data, programs, technology, writings, software programs, other works of authorship, know-how, discoveries, developments, designs, schematics, manuals, drawings, techniques, employee suggestions, development tools, computer printouts, or any claim of rights (or any related improvements or modifications to the foregoing).

(ii)           Subject to Sections 5(b)(iii) and 5(b)(iv), Executive hereby assigns and agrees to assign in the future (when any such Invention or Proprietary Right is first reduced to practice or first fixed in a tangible medium, as applicable) to the Company all right, title and interest in and to any and all Inventions (and all Proprietary Rights with respect thereto) whether or not patentable or registrable under copyright or similar statutes, made or conceived or reduced to practice or learned by Executive, either alone or jointly with others, during or at any time after the period of employment with the Company, which (a) relate to methods, apparatus, designs, products, processes or devices sold, leased, used or under construction or development by the Company or any Related Entity, or otherwise relate to or pertain to the actual or anticipated business, functions, operations, research or development of the Company, (b) arise (wholly or

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partly) from Executive’s efforts during any time that Executive is employed by the Company or utilizing any physical or intellectual property owned by the Company, or any Related Entity, or (c) is based on any information or knowledge gained by Executive through his employment with the Company. Inventions assigned to the Company, or to a third party as directed by the Company pursuant to this Section, are hereinafter referred to as “Company Inventions.”

(iii)          During the period of employment, and for six (6) months thereafter, Executive will promptly disclose to the Company, fully and in writing, all Inventions authored, conceived or reduced to practice by Executive, either alone or jointly with others. In addition, Executive will promptly disclose to the Company all patent applications filed by Executive or on his behalf within six (6) months after termination of employment.

(iv)          Executive also agrees to assign all right, title and interest in and to any particular Company Invention to a third party, including without limitation the United States, as directed by the Company.

(v)           Executive acknowledges that all original works of authorship which are made by Executive (solely or jointly with others) within the scope of employment and which may be protected by copyright are “works made for hire,” pursuant to United States Copyright Act (17 U.S.C. Section 101) and are the property of the Company or any Related Entity, as applicable, without limitation which shall own all rights of copyright therein including the sole and exclusive right to reproduce such works in multiple copies of distribution or sale to the public and to create and exploit derivative works based thereon.

(vi)          Executive will execute, verify and deliver assignments of such Proprietary Rights to the Company or its designee. Executive’s obligation to assist the Company with respect to Proprietary Rights relating to such Company Inventions in any and all countries will continue beyond the termination of employment and the Company will provide compensation at a reasonable rate after termination for the time actually spent by Executive at the Company’s request on such assistance.

(c)           No Inducement or Employment of Other Employees

During the Period of Restriction (as such term is defined below), Executive will not, directly or indirectly employ, assist any enterprise to employ, solicit the employment of, or attempt to affiliate for profit with any employee of, or any independent contractor performing services for, the Company or any of its Related Entities, or any person who was such an employee or independent contractor at any time during the six (6) months immediately preceding the termination of Executive’s employment hereunder, and Executive will not induce or otherwise encourage any such employee or independent contractor to leave the employ of, or to cease rendering services to the Company or any of its Related Entities.

(d)           Non-Solicitation, Non-Competition

(i)            A.            During the Period of Restriction (as such term is defined below), Executive agrees to refrain, directly or indirectly, from accepting business from, doing business with, inducing or soliciting any Customer or Vendor of the Company to do business

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with Executive in competition with any business in which the Company or any entity related to the Company is engaged, except on behalf of the Company or as authorized in writing by the Company;

                                    B.         For the purpose of subsection (i)(A), the term “Customers” shall include any person who is or was a customer of the Company or any of its Related Entities at any time during the Period of Restriction, and the term “Vendors” shall include those enterprises or services who have provided any services to the Company or any Related Entities during the last six (6) months of Executive’s employment under this Agreement.

                        (ii)        During the Period of Restriction (as such term is defined below), Executive may not engage in activities, render services or affiliate himself, in any capacity (except save by way of portfolio investment in shares quoted on a recognized stock exchange whereby Executive owns less than 1% of the outstanding stock of such entity), with any entity that provides services that are competitive with those rendered by the Company or any Related Entity within the metropolitan areas of New York City, London, Sydney, Singapore, Hong Kong and/or any other region or geographic financial center within which Executive has rendered services during this employment tenure with the Company.

                        (iii)       For purposes of this Agreement, the term “Period of Restriction” shall mean the term of the Executive’s employment with the Company pursuant to Section 2(a) of this Agreement plus the twelve (12) months immediately following termination of the Executive’s employment; provided that for purposes of paragraph 5(d)(ii) only, the post­employment portion of the Period of Restriction shall be nine (9) months, rather than twelve (12) months; and provided, further, that for purposes of Section 5(d) (but not Section 5(c)), the Period of Restriction will be reduced pursuant to Section 2(b) above by that number of weeks, if any, that the Executive remains employed by the Company but is required to remain away from work during the Notice Period.

            (e)        Covenants Reasonable; Additional Remedies; Due Consideration,

                   (i)      The Executive acknowledges that he will occupy a position of responsibility and trust, in which the Executive will have access to Confidential Information and will be privy to the confidential business plans and prospects of the Company, that the Executive’s relationships with Customers and Vendors of the Company may be critical to the Company’s continued success and that Executive’s services under this Agreement are important, valuable and unique. Accordingly, the Executive further acknowledges that the restrictive covenants of this Section 5 are reasonably necessary to protect valuable business interests of the Company.

            (ii)        The parties hereto acknowledge and agree that in the event of a violation of any of the provisions of this Section 5, the Company would suffer irreparable harm, the damages suffered by the Company may be difficult to ascertain, and the Company may not have an adequate remedy at law. Accordingly, the parties agree that in the event of such a breach by Executive, if the Company so elects, the Company shall be entitled, in addition to all other remedies available to it, to enforce this Section 5 by injunction, restraining order, specific performance or other injunction relief, without bond. Notwithstanding the provisions of Section

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12(d) below, an action by the Company seeking to impose any of such remedies may be brought in a court of law. Such remedies shall not be deemed to be exclusive of any other remedies available to the Company, by judicial or arbitral proceedings or otherwise.

(iii)          The Executive acknowledges that should he breach the post-employment restrictions set forth in Section 5 herein during the Period of Restriction, the Company shall not thereafter be required to pay any amounts pursuant to Section 6(a)(ii) hereof and the Company shall have no other or further obligation to the Executive under this Agreement.

(iv)          The Executive acknowledges that the Company’s agreement to provide the benefits payable to the Executive upon termination of employment pursuant to Sections 6(a) and (c) are additional consideration for Executive’s agreement to abide by the restrictive covenants contained in this Section 5  including, without limitation, the non-solicitation and non-competition provisions of Section 5(d).

6.             Termination of Employment

(a)           Termination without cause

Subject to the provisions of Section 2 hereof, upon termination of the employment of the Executive by the Company without cause after completion of the notice period provided in Section 2(b), the Executive shall be entitled to receive:  (i) the amount of the Executive’s Base Salary accrued with respect to the period prior to the date of termination of the Executive’s employment, to the extent not previously paid, (ii) a salary continuation benefit for a period of six (6) months following the date of termination of Executive’s employment, at a rate equal to the rate of Executive’s Base Salary as of the day immediately preceding the date of termination, payable at the times and in the manner of the Company’s regular payroll practices, provided, however, that this period of salary continuation benefit will be reduced by that number of weeks, if any, that the Executive remains employed by the Company but is required to remain away from work during the Notice Period and shall be further reduced to the extent that the Company pays salary in lieu of employment of Executive during the Notice Period and (iii) an amount in lieu of Discretionary Bonus equal to (x) the Discretionary Bonus, if any, paid to the Executive for the fiscal year of the Company immediately preceding the year in which Executive’s employment is terminated, multiplied by (y) a fraction, the numerator of which is the number of days of Executive’s employment by the Company during the fiscal year of the Company in which Executive’s employment is terminated, and the denominator of which is 365.   Any amount payable to the Executive pursuant to clause (ii) or (iii) of this Section 6(a) shall be paid to the Executive only in the event that he executes a release of liability in favor of the Company in a form satisfactory to the Company and to the extent that Executive is not otherwise in breach of this Agreement or such release agreement at the time of payment. Notwithstanding anything else contained herein, in the event that the Executive is terminated without cause within the one year period following a “change of control” (as defined herein), Executive shall be entitled to receive the benefits set forth in Section 6(d) in lieu of the benefits set forth in Section 6(a) above.

(b)           Termination with cause or voluntary termination

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In the event that Executive’s employment is terminated by the Company with “cause” (as such term in defined in Section 2(c)), or is terminated voluntarily by Executive after notice as provided in Section 2(b) above, the Company shall pay the Executive the amount of the Executive’s Base Salary accrued with respect to the period prior to the date of termination of the Executive’s employment, to the extent not previously paid, and the Company shall have no other or further obligation to the Executive hereunder, including without limitation any obligation to make severance payments or payments in respect of Discretionary Bonus.

(c)           Other termination

In the event that Executive’s employment is terminated by reason of the Executive’s death or permanent disability, the Company shall pay the Executive (or his personal representative as the case may be): (i) the amount of the Executive’s Base Salary accrued with respect to the period prior to the date of termination of Executive’s employment, to the extent not previously paid, (ii) the amount of any benefits as are payable to the Executive (or his personal representative) by reason of such death or disability under the terms of any employee plan or insurance program maintained by the Company and in which the Executive was a participant, and (iii) an amount in lieu of Discretionary Bonus equal to (x) the Discretionary Bonus, if any, paid to the Executive for the fiscal year of the Company immediately preceding the year in which Executive’s employment is terminated, multiplied by (y) a fraction, the numerator of which is the number of days of Executive’s employment by the Company during the fiscal year of the Company in which Executive’s employment is terminated, and the denominator of which is 365. Any amount payable to the Executive pursuant to clause (ii) or (iii) of this Section 6(c) shall be paid to the Executive only in the event that he (or his personal representative as the case may be) executes a release of liability in favor of the Company in a form satisfactory to the Company.

(d)           Termination with good reason.

Subject to the provisions of Section 2 hereof, upon termination of the employment of the Executive by the Executive with good reason as provided in Section 2(e), the Executive shall be entitled to receive: (i) the amount of the Executive’s Base Salary accrued with respect to the period prior to the date of termination of the Executive’s employment, to the extent not previously paid, (ii) a lump sum payment in an amount equal to twelve (12) months of Executive’s Base Salary at a rate equal to the rate of Executive’s Base Salary as of the day immediately preceding the date of termination, minus applicable withholdings and deductions, (iii) the cost of maintaining Executive’s health and dental insurance coverage under COBRA until the earlier of six (6) months following the date of termination or the date Executive secures new employment and is eligible for health care benefits; (iv) subject to the following sentence, in lieu of any employee or incentive stock options granted to Executive which are outstanding (vested or unvested) and unexercised by Executive at the date of termination of the Executive’s employment, a lump sum payment in an amount per option equal to 75% of the excess of the value of a share of the common stock underlying the option on the date of the relevant change of control as determined by the Company’s board of directors in connection with the change of control transaction over the exercise price of the option ; provided, however, such payment shall be conditioned on the

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execution by Executive of an agreement terminating all such outstanding options in a form acceptable to the Company and (v) an amount in lieu of Discretionary Bonus equal to (x) the Discretionary Bonus, if any, paid to the Executive for the fiscal year of the Company immediately preceding the year in which Executive’s employment is terminated, multiplied by (y) a fraction, the numerator of which is the number of days of Executive’s employment by the Company during the fiscal year of the Company in which Executive’s employment is terminated, and the denominator of which is 365. Notwithstanding the foregoing, in the event that any class of the Company’s equity securities are registered under the Securities Act of 1933, as amended, then in lieu of the lump sum payment described in clause (iv) of the preceding sentence, all employee or incentive stock options granted to Executive which are outstanding and unexercised by Executive on the date of termination of the Executive’s employment shall become immediately fully vested and such option shall continue to be exercisable by Executive at any time within the one year period following the date of termination of Executive’s employment; provided, however, in no event may the options be exercised after the term provided in the applicable option grant agreement and, provided, further, nothing herein shall limit the Company’s right to cancel any outstanding options as set forth in Article VI(b) of the GFI Group Inc. 2002 Stock Option Plan. Any amount payable to the Executive pursuant to clause (ii), (iii), (iv) and (v) of this Section 6(d) shall be paid to the Executive only in the event that he executes a release of liability in favor of the Company in a form satisfactory to the Company.

7.             No Conflicting Obligations

(a)           No Conflicting Agreements.

Executive represents and warrants to the Company that (i) Executive is not a party to or subject to any other binding covenants, contracts, agreements, arrangements, employee manuals or other writings regarding his employment with any former employer (ii) Executive has the ability and the authority to enter into this Agreement, (iii) entering into and performing under this Agreement will not violate any agreement between the Executive and any third party, and (iv) there exist no obligations to any third party that will restrict Executive’s performance of his duties to the Company under this Agreement.

(b)           No Third Party Confidential Information.

Employee represents and warrants to the Company that he has returned to his previous employers, respectively, all documents, records, books, papers, forms, agreements and information, and any and all property of any nature whatsoever, belonging to such previous employers or containing any information deemed confidential or proprietary by such previous employers. Executive agrees that during Executive’s employment with the Company, Executive will not improperly use or disclose any confidential information, proprietary information or trade secrets of any former employer or any other person to whom Executive has an obligation of confidentiality, and will not bring onto the premises of the Company any unpublished documents, information or other property belonging to any former employer or any other person to whom Executive has an obligation of confidentiality unless Executive’s possession and use of

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such property has been consented to in writing by such former employer or other person, as the case may be.

8.             Notification of New Employer

In the event that Executive leaves the employ of the Company, Executive hereby agrees to notify his new employer of those of his obligations which are continuing under this Agreement after the termination thereof.

9.             Notices

Any notice of communication permitted or required by this Agreement shall be in writing and delivered personally or via overnight courier or certified mail, return receipt requested:

If to the Company:	GFI Group Inc.
	100 Wall Street
	New York, NY 10005
	Attn: General Counsel
If to Executive:	at the address specified above.

10.          Opportunity for Review

EXECUTIVE ACKNOWLEDGES THAT HE HAS REVIEWED THIS AGREEMENT CAREFULLY AND HAS HAD AMPLE OPPORTUNITY TO OBTAIN ADVICE AS TO THE MEANING OF THE TERMS, COVENANTS AND AGREEMENTS CONTAINED HEREIN FROM SUCH PROFESSIONAL ADVISORS AS EXECUTIVE HAS DEEMED APPROPRIATE OR NECESSARY. Executive further acknowledges that the Company will be irreparably harmed if Executive discloses the contents hereof, whether orally or in writing, to any person or party except as permitted or required by this Agreement and, therefore, Executive affirms that any such disclosure shall be deemed a material breach of this Agreement. Notwithstanding the foregoing, Executive may disclose and review this Agreement with any of his professional advisors provided such advisors undertake to retain the confidentiality of the content of this Agreement.

11.          Effective Date

This Agreement shall become effective as of the date first written above.

12.          General

(a)           No waiver by the Company of any breach of this Agreement will be a waiver of any preceding or subsequent breach. No waiver by the Company of any right under this Agreement will be construed as a waiver of any other right. The Company will not be required to give notice to enforce strict adherence to all terms of this Agreement.

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(b) Neither this Agreement nor any rights or obligations hereunder may be assigned by Executive without the express prior written consent of the Company. This Agreement may be assigned by the Company to any affiliate of the Company or to a successor in interest to the assets and business of the Company.

(c) The captions and paragraph headings used in this Agreement are for convenience of reference only, and will not affect the construction or interpretation of this Agreement or any of the provisions hereof.

(d) This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of New York without regard to, their conflicts of law provisions. Each of the parties hereto acknowledges that service of process in any proceeding before a court of law arising out of or in connection with this Agreement, may be made by delivery of a copy thereof in accordance with the notice provisions of Section 9of this Agreement.

(e) Except as provided in Section 5(e) above, the parties hereby agree that all claims, disputes or controversies ("Claims") arising under this Agreement or otherwise concerning in any way the Executives employment, including, without limitation, Claims for wages or salary, severance or other compensation; Claims for breach of any contract or covenant (express or implied); tort Claims; Claims for any type of discrimination including, without limitation, race, sex, religion, national origin, age, marital status or disability; Claims for benefits (except where any applicable employee benefit or pension plan specifies a different procedure for resolving such Claims) and Claims for violation of any federal, state or other governmental law, statute, regulation, rule or ordinance (but excluding Claims for workers compensation or unemployment benefits), shall be resolved exclusively through arbitration. Such arbitration shall be conducted before, and in accordance with the arbitration rules of, the National Association of Securities Dealers ("NASD"), the New York Stock Exchange ("NYSE") or the National Futures Association ("NFA") if the matter is eligible for such arbitration and the NASD, NYSE or NFA, as the case may be, agrees to arbitrate. This agreement to arbitrate before the NASD, NYSE or NFA includes, but is not limited to, Claims asserted under the Age Discrimination in Employment Act, as amended, Title VII of the Civil Rights Act of 1964, as amended, the Employee Retirement Income Security Act of 1974, as amended, Section 1981 of the Civil Rights Act of 18666, the Americans with Disabilities Act, the New York State Human Rights Law, the New York City Human Rights Law, and any successor statute to any of the foregoing provisions of law. If the matter is not eligible for arbitration before the NASD, NYSE or NFA, any Claims shall be resolved through arbitration before the American Arbitration Association and shall be conducted in accordance with its Employment Arbitration Rules, as the same may be in effect as amended from time to time. The decision of the arbitrators shall be final and judgment thereon may be entered in any court of competent jurisdiction.

(f) This Agreement will be binding upon and will inure to the benefit of the parties hereto and their respective heirs, executors, administrators, personal representatives, successors and permitted assigns.

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(g)           This Agreement may be executed in counterparts, each of which will be deemed to be an original hereof, but all of which together will constitute one and the same instrument.

(h)           This Agreement constitutes the sole and entire agreement and understanding between the parties hereto as to the subject matter hereof, and supersedes all prior discussions, agreements and understandings of every kind and nature between them as to such subject matter.

(i)            This Agreement is intended for the sole and exclusive benefit of the parties hereto and their respective heirs, executors, administrators, personal representatives, successors and permitted assigns, and no other person or entity will have any right to rely on this Agreement or to claim or derive any benefit herefrom absent the express written consent of the party to be charged with such reliance or benefit.

(j)            If any provision of this Agreement is held invalid or unenforceable, either in its entirety or by virtue of its scope or application to given circumstances, such provision will thereupon be deemed modified only to the extent necessary to render same valid, or not applicable to given circumstances, or excised from this Agreement, as the situation may require; and this Agreement will be construed and enforced as if such provision had been included herein as so modified in scope or application, or had not been included herein, as the case may be.

(k)           The provisions of Section 5, 6 and 12 of this Agreement will survive the termination of the Executive’s employment in accordance with their terms.

(l)            This Agreement is expressly conditioned upon, if they are requested by the Company: (i) the Executive’s satisfactory completion of a drug screening procedure; and (ii) the Executive’s fingerprinting.

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IN WITNESS THEREOF, the parties have executed and delivered this Agreement as of the date first written above.

GFI Group Inc.
By:	/s/ Stephen McMillan
Name:	Stephen McMillan
Title:	C.O.O.
Executive
/s/ James A. Peers
Name: James A. Peers

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EX-10.7

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Exhibit 10.7

GFI GROUP INC.

2002 STOCK OPTION PLAN

Effective as of June 4, 2002

GFI GROUP INC.
2002 STOCK OPTION PLAN

INTRODUCTION

        GFI GROUP Inc. a Delaware corporation (hereinafter referred to as the "Corporation"), hereby establishes an incentive compensation plan to be known as the "GFI GROUP INC. 2002 Stock Option Plan" (hereinafter referred to as the "Plan"), as set forth in this document. The Plan permits the grant of Non-Qualified Stock Options and Incentive Stock Options.

        The Plan shall become effective on June 4, 2002.

        The purpose of the Plan is to promote the success and enhance the value of the Corporation by linking the personal interests of Optionees to those of the Corporation's stockholders by providing Optionees with an incentive for outstanding performance. The Plan is further intended to assist the Corporation in its ability to motivate, and retain the services of, Optionees upon whose judgment, interest and special effort the successful conduct of its and its Subsidiaries' operations is largely dependent.

I
DEFINITIONS

        For purposes of the Plan, the following terms shall be defined as follows unless the context clearly indicates otherwise:

        (a)    "Affiliate" shall mean any corporation or other entity, other than a Parent or Subsidiary of the Corporation, that is classified by the Board of Directors as an "Affiliate."

        (b)    "Award Agreement" shall mean the written agreement, executed by an appropriate officer of the Corporation, pursuant to which an Option is granted.

        (c)    "Board of Directors" shall mean the Board of Directors of the Corporation.

        (d)    "Change of Control" shall mean a transaction in which any person (including any individual, firm, partnership or other entity) together with all "Affiliates" and "Associates" (as defined for purposes of this subsection (d) under Rule 12b-2 of the General Rules and Regulations promulgated under the Exchange Act) of such person (but excluding (i) a trustee or other fiduciary holding securities under an employee benefit plan of the Corporation or any subsidiary of the Corporation, (ii) a corporation owned, directly or indirectly, by the stockholders of the Corporation in substantially the same proportions as their ownership of the Corporation, (iii) the Corporation or any Subsidiary of the Corporation or (iv) only as provided in the immediately following sentence, an Optionee together with all Affiliates and Associates of the Optionee) who is not a stockholder or an Affiliate or an Associate of a stockholder of the Corporation on the date of stockholder approval of the Plan is or becomes the "Beneficial Owner" (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Corporation representing forty percent (40%) or more of the combined voting power of the Corporation's then outstanding securities. The provisions of clause (iv) of the immediately preceding sentence shall apply only with respect to the Option(s) held by the Optionee who, together with his or her Affiliates or Associates, if any, is or becomes the direct or indirect Beneficial Owner of the 40% of securities set forth in this subsection. Notwithstanding the above, a Change of Control of the Corporation will not include any acquisition of any securities of the Corporation pursuant to a private placement of the Corporation's equity securities prior to the date, if any, on which any class of the Corporation's equity securities become readily tradable on a recognized national securities exchange.

        (e)    "Code" shall mean the Internal Revenue Code of 1986, as amended, and the rules and regulations thereunder.

        (f)    "Committee" shall mean the Board of Directors or any committee of two or more persons designated from time to time by the Board of Directors in its sole discretion (subject to the provisions of Section II hereof) to perform the functions of the Committee hereunder.

        (g)    "Common Stock" shall mean the Class B common stock, par value $.01 per share, of the Corporation as authorized from time to time or any security of the Corporation issued by the Corporation in substitution or exchange therefore.

        (h)    "Consultant" shall mean an individual who is in a Consulting Relationship with the Corporation or any Parent, Subsidiary or Affiliate.

        (i)    "Consulting Relationship" shall mean the relationship that exists between an individual and the Corporation or any Parent, Subsidiary or Affiliate if (i) such individual or (ii) any entity of which such individual is an executive officer or owns a substantial equity interest has entered into a written consulting contract with the Corporation or any Parent, Subsidiary or Affiliate.

        (j)    "Corporation" shall mean GFI Group Inc., a Delaware corporation.

        (k)    "Disability" shall have the same meaning as the term "permanent and total disability" under Section 22(e)(3) of the Code.

        (l)    "Employee" shall mean an employee of the Corporation or of any Parent, Subsidiary or Affiliate, and to the extent provided in Section IV, directors of the Corporation or of any Parent, Subsidiary or Affiliate.

        (m)    "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

        (n)    "Fair Market Value" shall mean the fair market value of the Corporation's Common Stock as determined by the Committee in good faith in whatever manner it considers appropriate.

        (o)    "Good Cause" shall, with respect to any Optionee, have the equivalent meaning (or the same meaning as "cause" or "for cause") set forth in any employment agreement between the Optionee and the Corporation or any Parent, Subsidiary or Affiliate or, in the absence of any such agreement, such term shall mean (i) the Optionee's continuing misconduct or willful misconduct or gross negligence in the performance of his or her duties for the Corporation or for any Parent, Subsidiary or Affiliate after service of a thirty (30) day prior written notice (the "Thirty-Day Notice") of such misconduct or negligence, (ii) the Optionee's intentional or habitual neglect of his or her duties for the Corporation or for any Parent, Subsidiary or Affiliate after service of a Thirty-Day Notice of such neglect, (iii) the Optionee's theft or misappropriation of funds or other property of the Corporation or of any Parent, Subsidiary or Affiliate, (iv) the Optionee's fraud, criminal misconduct, breach of fiduciary duty or dishonesty in the performance of his or her duties on behalf of the Corporation or any Parent, Subsidiary or Affiliate or conviction of a felony, or crime of moral turpitude or any other conduct reflecting adversely upon the Corporation or any Parent, Subsidiary or Affiliate, (v) the Optionee's violation of any restrictive covenant, including but not limited to, a covenant not to compete, not to solicit employees, customers or suppliers of goods or services to the Corporation, or not to disclose confidential information with respect to the Corporation or any Parent, Subsidiary or Affiliate (including, but not limited to, any such covenant included in an Award Agreement, (vi) the Optionee's termination of employment with the Corporation, or any Parent, Subsidiary or Affiliate without the written consent of such employer or (vii) the Optionee's direct or indirect breach of any agreement with the Corporation or any Parent, Subsidiary or Affiliate, including but not limited to, the terms of a confidentiality agreement, or consulting contract.

        (p)    "Good Reason" shall, with respect to any Optionee, have the equivalent meaning set forth in any employment agreement between the Optionee and the Corporation or any Parent, Subsidiary or

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Affiliate or, in the absence of any defined meaning in any such agreement, the meaning, if any, that may be set forth in the applicable Option granted to such Optionee.

        (q)    "Incentive Stock Option" shall mean a stock option satisfying the requirements for tax-favored treatment under Section 422 of the Code.

        (r)    "Non-Qualified Stock Option" shall mean a stock option which does not satisfy the requirements for, or which is not intended to be eligible for, tax-favored treatment under Section 422 of the Code.

        (s)    "Non-Employee Directors" shall mean "non-employee directors" as defined in Rule 16b-3(b)(3) promulgated under the Exchange Act.

        (t)    "Option" shall mean an Incentive Stock Option or a Non-Qualified Stock Option granted pursuant to the provisions of Section V hereof.

        (u)    "Optionee" shall mean an individual who is granted an Option under the terms of the Plan.

        (v)    "Outside Directors" shall mean members of the Board of Directors of the Corporation who are classified as "outside directors" under Section 162(m) of the Code and the regulations promulgated thereunder.

        (w)    "Parent" shall mean a parent corporation of the Corporation within the meaning of Section 424(e) of the Code.

        (x)    "Securities Act" shall mean the Securities Act of 1933, as amended, and the rules and regulations thereunder.

        (y)    "Subsidiary" shall mean a subsidiary corporation of the Corporation within the meaning of Section 424(f) of the Code.

        (z)    "Termination of Consulting Relationship" shall mean the cessation, abridgment or termination of a Consultant's Consulting Relationship with the Corporation or any Parent, Subsidiary or Affiliate as a result of (i) the Consultant's death or Disability, (ii) the cancellation, annulment, expiration, termination or breach of the written consulting contract between the Corporation (or any Parent, Subsidiary or Affiliate) and the Consultant (or any other entity) giving rise to the Consulting Relationship or (iii) if the written consulting contract is not directly between the Corporation and the Consultant, the Consultant's termination of service with, or the Corporation's sale of all or substantially all of its equity interest in, the entity which has entered into the written consulting contract with the Consultant.

II
ADMINISTRATION

        The Plan shall be administered by the Committee, which shall be composed of the entire Board of Directors or of two or more Non-Employee Directors, as defined in Rule 16b-3(b)(3) promulgated under the Exchange Act (to the extent Section 16 of the Exchange Act is applicable to Options granted hereunder) and who also qualify as Outside Directors (but only with respect to the period during which Options granted hereunder are subject to the deduction limitations of Section 162(m) of the Code). The Committee is authorized to construe and interpret the Plan and to promulgate, amend and rescind rules and regulations relating to the implementation and administration of the Plan. Subject to the terms and conditions of the Plan, the Committee shall make all determinations necessary or advisable for the implementation and administration of the Plan including, without limitation, (a) selecting the Plan's Optionees, (b) awarding Options in such amounts and form as the Committee shall determine, (c) imposing such restrictions, terms and conditions upon such Options as the Committee shall deem appropriate (including, but not limited to, accelerating the exercisability of any outstanding Options),

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and (d) correcting any technical defect(s) or technical omission(s), or reconciling any technical inconsistency(ies), in the Plan, any Award Agreement and/or any other applicable agreement. The Committee may designate persons other than members of the Committee to carry out the day-to-day ministerial administration of the Plan under such conditions and limitations as it may prescribe. The Committee's determinations under the Plan need not be uniform and may be made selectively among Optionees, whether or not such Optionees are similarly situated. Any determination, decision or action of the Committee in connection with the construction, interpretation, administration, or implementation of the Plan shall be final, conclusive and binding upon all Optionees and any person(s) claiming under or through any Optionees. The Corporation shall effect the awarding of Options under the Plan, in accordance with the determinations made by the Committee by execution of written agreements and/or other instruments in such form as is approved by the Committee.

III
SHARES AVAILABLE

        Subject to the adjustments provided in Section VI of the Plan, the aggregate number of shares of Common Stock which may be granted for all purposes under the Plan shall be twenty-five (25) million shares. Shares of Common Stock underlying awards of securities (derivative or not) shall be counted against the limitation set forth in the immediately preceding sentence and may be reused to the extent that the related Option to any individual is settled in cash, expires, is terminated unexercised, or is forfeited. Common Stock granted to satisfy Options under the Plan may be authorized and unissued shares of the Common Stock, issued shares of such Common Stock held in the Corporation's treasury or shares of Common Stock acquired on the open market.

IV
ELIGIBILITY

        Employees, Consultants, and directors of the Corporation or of any Parent, Subsidiary or Affiliate, shall be eligible to participate in the Plan. Where appropriate under the Plan, directors who are not employees shall be referred to as "Employees" and their service as directors as "employment."

V
STOCK OPTIONS

        The Committee shall have the authority, in its discretion, to grant Incentive Stock Options or to grant Non-Qualified Stock Options or to grant both types of Options. Notwithstanding anything contained herein to the contrary, an Incentive Stock Option may be granted only to Employees of the Corporation or of any Parent or Subsidiary now existing or hereafter formed or acquired. The maximum number of shares of Common Stock subject to Options which may be granted to any single Optionee during any calendar year is five (5) million shares. Such maximum number of shares will be subject to adjustment in accordance with the provisions of Section VI of the Plan. The terms and conditions of the Options shall be determined from time to time by the Committee; provided, however, that the Options granted under the Plan shall be subject to the following:

        (a)    Exercise Price.    The Committee shall establish the exercise price at the time any Option is granted at such amount as the Committee shall determine; provided, however, that the exercise price for each share of Common Stock purchasable under any Incentive Stock Option granted hereunder shall be such amount as the Committee shall, in its best judgment, determine to be not less than one hundred percent (100%) of the Fair Market Value per share of Common Stock at the date the Option is granted; and provided further, that in the case of an Incentive Stock Option granted to a person who, at the time such Incentive Stock Option is granted, owns shares of stock of the Corporation or of any Parent, Subsidiary or Affiliate which possess more than ten percent (10%) of the total combined voting power of all classes of shares of stock of the Corporation or of any Parent, Subsidiary or Affiliate, (a

4

"Ten Percent Stockholder") the exercise price for each share of Common Stock shall be such amount as the Committee, in its best judgment, shall determine to be not less than one hundred ten percent (110%) of such Fair Market Value per share of Common Stock at the date the Option is granted. The exercise price will be subject to adjustment in accordance with the provisions of Section VI of the Plan.

        (b)    Payment of Exercise Price.    The exercise price per share of Common Stock with respect to each Option shall be payable at the time the Option is exercised in accordance with any procedures established by the Committee. Such price shall be payable (i) by payment in cash, certified check, bank draft or money order payable to the order of the Corporation, (ii) by delivery of that number of shares of Common Stock already owned by the Optionee for at least six (6) months, having a Fair Market Value equal to the Option exercise price for the portion exercised, or (iii) by any other method established by the Committee in its sole discretion.

        (c)    Exercisability of Options.    Except as provided in any Award Agreement, each Option shall be exercisable in whole or in installments, and at such time(s), and subject to the fulfillment of any conditions and/or limitations on exercisability as may be determined by the Committee at the time of the grant of such Options. The right to purchase shares of Common Stock shall be cumulative so that when the right to purchase any shares of Common Stock has accrued, such shares of Common Stock or any part thereof may be purchased at any time thereafter until the expiration or termination of the Option. Notwithstanding the above, no Option granted under this Plan may be exercised prior to the consummation of an initial public offering of any class of the Corporation's equity securities.

        (d)    Expiration of Options.    No Incentive Stock Option by its terms shall be exercisable after the expiration of ten (10) years from the date of grant of the Option; provided, however, in the case of an Incentive Stock Option granted to a Ten Percent Stockholder, such Option shall not be exercisable after the expiration of five (5) years from the date such Option is granted. In the event that an Optionee violates the terms of any restrictive covenant, including but not limited to, a covenant not to compete, not to solicit employees, customers or suppliers of goods or services to the Corporation or any Parent, Subsidiary or Affiliate or not to disclose confidential information with respect to the Corporation or any Parent, Subsidiary or Affiliate, then immediately upon such violation, the Committee in its sole discretion may cancel any or all of such Optionee's Options.

        (e)    Maximum Amount of Incentive Stock Options.    Each Option under which Incentive Stock Options are granted shall provide that to the extent the sum of (i) the Fair Market Value of the shares of Common Stock (determined as of the time of the grant of the Option) subject to such Incentive Stock Option plus (ii) the Fair Market Values (determined as of the date(s) of grant of the option(s)) of all other shares of Common Stock subject to Incentive Stock Options granted to an Optionee by the Corporation, which are exercisable for the first time by any person during any calendar year, exceed(s) one hundred thousand dollars ($100,000), such excess shares of Common Stock shall not be deemed to be purchasable pursuant to Incentive Stock Options. The terms of the immediately preceding sentence shall be applied by taking all options, whether or not granted under the Plan, into account in the order in which they are granted.

        (f)    Dividend Equivalents for Outstanding Options.    The Committee may, in any Award Agreement, provide for the grant of dividend equivalents in connection with Common Stock subject to the Option granted thereunder.

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        (g)    Reload Options.

          (i)  Concurrently with the award of an Option (for purposes of this subsection (h), the "Primary Option") to an Optionee, the Committee may, in its sole discretion, authorize the award of an additional Option or Options (hereinafter referred to as "Reload Options") to such Optionee providing for the purchase of shares of Common Stock in an amount equal to the sum of:

        (A)  the number of shares of Common Stock, if any, used to exercise the Primary Option; and

        (B)  to the extent authorized by the Committee, the number of shares of Common Stock used to satisfy any tax withholding requirement related to the exercise of the Primary Option.

For purposes of this subsection (h), upon its exercise, a Reload Option shall be treated as a Primary Option.

        (ii)   The grant of a Reload Option will become effective upon the exercise of the Primary Option. At the discretion of the Committee, a Reload Option may be an Incentive Stock Option.

        (iii)  To the extent that the exercise of any Primary Option will result in the award of a Reload Option, the Award Agreement under which such Primary Option is granted must provide that the exercise of such Primary Option will result in the award of a related Reload Option, which will be evidenced under a separate Award Agreement. The terms of such Award Agreement shall provide, among other items, that (A) the exercise price per share of Common Stock available for purchase under the Reload Option shall be no less than 100% of the Fair Market Value of such Common Stock on the date the Reload Option is granted and (B) the term of the Reload Option shall not extend beyond the remaining term of the Primary Option.

        (iv)  Notwithstanding the terms of (i), (ii) or (iii) above, no Reload Option will be granted pursuant to the exercise of a Primary Option if such exercise occurs after the termination of the Optionee's employment with the Corporation or with any Parent, Subsidiary or Affiliate.

VI
ADJUSTMENT OF SHARES; MERGER OR
CONSOLIDATION, ETC. OF THE CORPORATION

        (a)    No Corporate Action Restriction.    The existence of the Plan, any Award Agreement and/or the Options granted hereunder shall not limit, affect or restrict in any way the right or power of the Board of Directors or the stockholders of the Corporation to make or authorize (a) any adjustment, recapitalization, reorganization or other change in the Corporation's or any Subsidiary's capital structure or its business, (b) any merger, consolidation or change in the ownership of the Corporation or any Subsidiary, (c) any issue of bonds, debentures, capital, preferred or prior preference stocks ahead of or affecting the Corporation's or any Subsidiary's capital stock or the rights thereof, (d) any dissolution or liquidation of the Corporation or any Subsidiary, (e) any sale or transfer of all or any part of the Corporation's or any Subsidiary's assets or business, or (f) any other corporate act or proceeding by the Corporation or any Subsidiary. No Optionee, beneficiary or any other person shall have any claim against any member of the Board of Directors or the Committee, the Corporation or any Subsidiary, or any Employees, officers, stockholders or agents of the Corporation or any Subsidiary, as a result of any such action.

        (b)    Changes in Capital Structure.    Options granted under the Plan and any agreements evidencing such Options, the maximum number of shares of Common Stock subject to all Options as stated in Section III and the maximum number of shares of Common Stock subject to Options which may be granted to any single Optionee during any calendar year as stated in Section V shall be subject to

6

adjustment or substitution, as determined by the Board of Directors in its sole discretion, as to the number, price or kind of a share of stock or other consideration subject to such Options or as otherwise determined by the Board of Directors to be equitable (i) in the event of changes in the outstanding stock or in the capital structure of the Corporation by reason of stock or extraordinary cash dividends, stock splits, reverse stock splits, recapitalizations, reorganizations, mergers, consolidations, combinations, exchanges, a Change of Control or other relevant changes in capitalization occurring after the date of grant of any such Option or (ii) in the event of any change in applicable laws or any change in circumstances which results in or would result in any substantial dilution or enlargement of the rights granted to, or available for Optionees, or which otherwise warrants equitable adjustment because it interferes with the intended operation of the Plan. The Corporation shall give each Optionee notice of an adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes.

        Notwithstanding the above, in the event of any of the following:

        A.    The Corporation is merged or consolidated with another corporation or entity;

        B.    All or substantially all of the assets of the Corporation are acquired by another person;

        C.    A Change of Control;

        D.    The reorganization or liquidation of the Corporation; or

        E.    The Corporation enters into a written agreement to undergo an event described in clauses A through D above;

then the Board of Directors may, in its discretion and upon at least ten (10) days advance notice to the affected persons, cancel any outstanding Options and cause the holders thereof to be paid, in cash or stock (including any stock of a successor or acquirer), or any combination thereof, the value of such Options as determined by the Board of Directors, based upon the excess of the value of a share of Common Stock over the exercise price per share of Common Stock.

        (c)    Change of Control.    Following an initial public offering of any of the Corporation's equity securities, in the event of a Change of Control, any outstanding Options then held by Optionees which are unexercisable or otherwise unvested, shall automatically be deemed exercisable or otherwise vested, as the case may be, as of immediately prior to such Change of Control.

VII
MISCELLANEOUS PROVISIONS

        (a)    Administrative Procedures.    The Committee may establish any procedures determined by it to be appropriate in discharging its responsibilities under the Plan. All actions and decisions of the Committee shall be final.

        (b)    Non-transferability.    Unless otherwise provided in the Optionee's Award Agreement, no Option under the Plan or any Award Agreement, and no rights or interests herein or therein, shall or may be assigned, transferred, sold, exchanged, encumbered, pledged, or otherwise hypothecated or disposed of by an Optionee or any beneficiary(ies) of any Optionee, except by testamentary disposition by the Optionee or pursuant to the laws of intestate succession. No such interest shall be subject to execution, attachment or similar legal process, including, without limitation, seizure for the payment of the Optionee's debts, judgments, alimony, or separate maintenance. During the lifetime of an Optionee, Options are exercisable only by the Optionee.

        (c)    Investment Representation.    With respect to shares of Common Stock received pursuant to the exercise of an Option, the Committee may require, as a condition of receiving such securities, that the Optionee furnish to the Corporation such written representations and information as the Committee

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deems appropriate to permit the Corporation, in light of the existence or nonexistence of an effective registration statement under the Securities Act, to deliver such securities in compliance with the provisions of the Securities Act.

        (d)    Tax Withholding.    The Corporation shall have the right to deduct from any payment or settlement under the Plan, including, without limitation, the exercise of any Option, any federal, state, local, foreign or other taxes of any kind which the Committee, in its sole discretion, deems necessary to be withheld to comply with the Code and/or any other applicable law, rule or regulation. In addition, the Corporation shall have the right to require payment from a Optionee to cover any applicable withholding or other employment taxes due upon the exercise of an Option.

        (e)    Costs and Expenses.    The costs and expenses of administering the Plan shall be borne by the Corporation and shall not be charged against any award nor to any individual receiving an Option.

        (f)    Funding of Plan.    The Plan shall be unfunded. The Corporation shall not be required to segregate any of its assets to assure the payment of any Option under the Plan. Neither the Optionees nor any other persons shall have any interest in any fund or in any specific asset or assets of the Corporation or any other entity by reason of any Option, except to the extent expressly provided hereunder.

        (g)    Other Incentive Plans.    The adoption of the Plan does not preclude the adoption by appropriate means of any other incentive plan for Employees.

        (h)    Plurals and Gender.    Where appearing in the Plan, the masculine gender shall include the feminine and neuter genders, and the singular shall include the plural, and vice versa, unless the context clearly indicates a different meaning.

        (i)    Headings.    The headings and sub-headings in the Plan are inserted for the convenience of reference only and are to be ignored in any construction of the provisions hereof.

        (j)    Severability.    In case any provision of the Plan shall be held illegal or void, such illegality or invalidity shall not affect the remaining provisions of the Plan, but shall be fully severable, and the Plan shall be construed and enforced as if said illegal or invalid provisions had never been inserted herein.

        (k)    Liability and Indemnification.

        (i)    Neither the Corporation nor any Parent, Subsidiary or Affiliate shall be responsible in any way for any action or omission of the Committee, or any other fiduciaries in the performance of their duties and obligations as set forth in the Plan. Furthermore, neither the Corporation nor any Parent, Subsidiary or Affiliate shall be responsible for any act or omission of any of their agents, or with respect to reliance upon advice of their counsel, provided that the Corporation and/or the appropriate Parent, Subsidiary or Affiliate relied in good faith upon the action of such agent or the advice of such counsel.

        (ii)   Neither the Corporation, any Parent, Subsidiary or Affiliate, the Committee, nor any agents, employees, officers, directors or shareholders of any of them, nor any other person shall have any liability or responsibility with respect to the Plan, except as expressly provided herein.

        (l)    Incapacity.    If the Committee shall receive evidence satisfactory to it that a person entitled to exercise any Option is, at the time when such Option becomes exercisable, a minor, or is physically or mentally incompetent to receive such Option and to give a valid release thereof, and that another person or an institution is then maintaining or has custody of such person and that no guardian, committee or other representative of the estate of such person shall have been duly appointed, the Committee may permit such Option to be exercised by such other person or institution, including a custodian under a Uniform Gifts to Minors Act or corresponding legislation (who shall be an adult, a

8

guardian of the minor or a trust company), and the release by such other person or institution shall be a valid and complete discharge for the exercise of such Option.

        (m)    Cooperation of Parties.    All parties to the Plan and any person claiming any interest hereunder agree to perform any and all acts and execute any and all documents and papers which are necessary or desirable for carrying out the Plan or any of its provisions.

        (n)    Governing Law; Venue.    All questions pertaining to the validity, construction and administration of the Plan shall be determined in accordance with the laws of the State of New York, without regard to its principles of conflicts of law. Furthermore, in the event any action is brought by any individual with respect to a claim or claims under this Plan, the venue for such action shall be the courts of the State of New York located within the County of New York; provided, however if the federal courts have subject matter jurisdiction, any action shall be commenced and maintained in the federal court located in the Southern District of the State of New York. In any such action or proceeding, each party hereto waives personal service of any summons, complaint or other process and agrees that service thereof may be made in accordance with subsection (p) of this Article VII. Within 30 days after such service, or such other time as may be mutually agreed upon in writing by the attorneys for the parties to such action or proceeding, the party so served shall appear or answer such summons, complaint or other process. Should the party so served fail to appear or answer within such 30-day period or such extended period, as the case may be, such party shall be deemed in default and judgment may be entered against such party for the amount as demanded in any summons, complaint or other process so served.

        (o)    No Guarantee of Employment or Consulting Relationship.    Nothing contained in the Plan shall be construed as a contract of employment (or as a consulting contract) between the Corporation (or any Parent, Subsidiary or Affiliate), and any Employee or Optionee, as a right of any Employee or Optionee to be continued in the employment of (or in a Consulting Relationship with) the Corporation (or any Parent, Subsidiary or Affiliate), or as a limitation on the right of the Corporation or any Parent, Subsidiary or Affiliate to discharge any of its Employees (or Consultants), at any time, with or without cause (but subject to the terms of any applicable employment or consulting agreement).

        (p)    Notices.    Each notice relating to the Plan shall be in writing and delivered in person, by recognized overnight courier or by certified mail to the proper address. Except as otherwise provided in any Award Agreement with respect to the exercise thereunder, all notices to the Corporation or the Committee shall be addressed to it at 100 Wall Street, New York, New York 10005, Attn: General Counsel. All notices to Optionees, beneficiaries or other persons acting for or on behalf of such persons shall be addressed to such person at the last address for such person maintained in the Committee's records.

        (q)    Written Agreements.    Each Option shall be evidenced by a signed, written Award Agreement between the Corporation and the Optionee containing the terms and conditions of the Option grant.

VIII
AMENDMENT OR TERMINATION OF PLAN

        The Board of Directors of the Corporation shall have the right to amend, suspend or terminate the Plan at any time, provided that no amendment shall be made which shall increase the total number of shares of the Common Stock of the Corporation which may be issued and sold pursuant to Incentive Stock Options, reduce the minimum exercise price in the case of an Incentive Stock Option or modify the provisions of the Plan relating to eligibility with respect to Incentive Stock Options unless such amendment is made by or with the approval of the stockholders of the Corporation within 12 months of the effective date of such amendment, but only if such approval is required by any applicable provision of law. Furthermore, no amendment to the Plan may, without stockholder approval, change (i) the maximum amount of shares of Common Stock that may be granted under the Plan or (ii) that

9

maximum number of shares of Common Stock subject to Options that any Optionee may receive in a calendar year. The Board of Directors of the Corporation shall also be authorized to amend the Plan and the Options granted thereunder to maintain qualification as "incentive stock options" within the meaning of Section 422 of the Code, if applicable. Except as otherwise provided herein, no amendment, suspension or termination of the Plan shall materially and adversely affect any Optionee's Options previously granted under the Plan without the consent of the holders of Options covering a majority of the shares subject to outstanding Options.

IX
TERM OF PLAN

        The Plan shall automatically terminate on the day immediately preceding the tenth (10^th) anniversary of the date the Plan was adopted by the Board of Directors of the Corporation, unless sooner terminated by such Board of Directors. No Options may be granted under the Plan subsequent to the termination of the Plan.

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OPTION NO. 00-ISO-[            ]

GFI Group Inc.

2002 Stock Option Plan

INCENTIVE STOCK OPTION

Granted To

[                        ]

Number of Shares: [            ]	Price per Share: $
Date Granted: [                        ], 200	Expiration Date: [                        ], 200

INCENTIVE STOCK OPTION AGREEMENT

        AGREEMENT made as of this [    ] day of [            ], 200            (the "Date of Grant") between GFI Group Inc., a Delaware corporation (hereinafter referred to as the "Company"), and [    ], residing at [    ] (hereinafter referred to as the "Employee").

W I T N E S S E T H:

        WHEREAS, the Company desires, in connection with the employment of the Employee and in accordance with its 2002 Stock Option Plan (the "Plan"), to provide the Employee with an opportunity to acquire Class B Common Stock, par value $0.01 per share (hereinafter referred to as "Common Stock"), of the Company on favorable terms and thereby increase his or her proprietary interest in the continued progress and success of the business of the Company;

        NOW, THEREFORE, in consideration of the promises and the mutual covenants herein set forth and other good and valuable consideration, the Company and the Employee hereby agree as follows:

        1.    Incorporation By Reference; Plan Document Receipt.    This Agreement is subject in all respects to the terms and provisions of the Plan (including, without limitation, any amendments thereto adopted at any time and from time to time unless such amendments are expressly intended not to apply to the grant of the option hereunder), all of which terms and provisions are made a part of and incorporated in this Agreement as if they were each expressly set forth herein. Any capitalized term not defined in this Agreement shall have the same meaning as is ascribed thereto under the Plan. The Employee hereby acknowledges receipt of a true copy of the Plan and that the Employee has read the Plan carefully and fully understands its content. In the event of any conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control.

        2.    Confirmation of Grant of Option.    Pursuant to a determination by the Committee, the Company, subject to the terms of the Plan and this Agreement, hereby grants to the Employee as a matter of separate inducement and agreement, and in addition to and not in lieu of salary or other compensation for services, the right to purchase (hereinafter referred to as the "Option") an aggregate of [    ] shares of Common Stock, subject to adjustment as provided in the Plan (such shares, as adjusted, hereinafter being referred to as the "Shares"). The Option is intended to qualify as an incentive stock option pursuant to Section 422 of the Code, and such qualification is subject to appropriate shareholder approval of the Plan in accordance with the requirements of Section 422 of the Code, and the regulations promulgated thereunder. In the event that appropriate shareholder approval of the Plan is not obtained within twelve (12) months of the date the plan is adopted, the Option will not qualify as an Incentive Stock Option, but instead will be treated as an Non-Qualified Stock Option.

        3.    Purchase Price.    The purchase price of Shares covered by the Option will be the amount per share set forth in column 1 of Schedule A hereto, being not less than the percentage of the Fair Market Value of one share of Common Stock on the Date of Grant set forth in column 2 of Schedule A hereto, subject to adjustment as provided in the Plan.

        4.    Exercise of Option.    The Option shall be exercisable on the terms and conditions hereinafter set forth:

        (a)   The Option shall vest and become exercisable cumulatively on the dates indicated in column 3 of Schedule A hereto; provided, the Employee is on each such date employed by or performing services for the Company.

        (b)   The Option may be exercised pursuant to the provisions of this Section 4, by notice and payment to the Company as provided in Sections 10 and 14 hereof.

        (c)   Notwithstanding the above, the Option may not be exercised prior to the consummation of an initial public offering of any class of the Company's equity securities.

        5.    Term of Option.    The term of the Option shall commence on the Date of Grant and shall continue for the period of years specified in column 4 of Schedule A hereto, subject to earlier

termination or cancellation as provided in the Plan or this Agreement. This Option, to the extent unexercised, shall expire on the day immediately prior to the date specified in column 5 of Schedule A hereto.

        6.    Non-transferability of Option.    The Option, and any rights or interests therein, shall not be sold, exchanged, transferred or assigned or otherwise disposed of in any way at any time by the Employee (or any beneficiary(ies) of the Employee), other than by testamentary disposition by the Employee or the laws of descent and distribution. The Option shall not be pledged, encumbered or otherwise hypothecated in any way at any time by the Employee (or any beneficiary(ies) of the Employee) and shall not be subject to execution, attachment or similar legal process. Any attempt to sell, exchange, pledge, transfer assign, encumber or otherwise dispose of or hypothecate the Option, or the levy of any execution, attachment or similar legal process upon the Option contrary to the terms of this Agreement and/or the Plan shall be null and void and without legal force or effect.

        7.    Exercise Upon Cessation of Employment.    (a) If the Employee ceases to be employed by the Company or any Parent or Subsidiary (i) by reason of his or her discharge for Good Cause, (ii) by reason of his or her discharge as a result of the Employee's violation of any provision of Section 21 of this Agreement (or any other restrictive covenant by which the Employee is bound), or (iii) due to his or her voluntary termination of employment without the written consent of the Committee, then upon such cessation of employment, the Option, whether vested or unvested, shall terminate immediately and the Employee shall forfeit all rights hereunder. If the Employee at any time violates any provision of Section 21 of this Agreement and does not cease to be employed by the Company or any Parent or Subsidiary as a result of such violation, then upon such violation, the Option, whether vested or unvested, shall terminate immediately and the Employee shall forfeit all rights hereunder; provided, however, that the Company shall have the right, in its sole discretion, to elect not to terminate the Option in whole or in part. If, however, the Employee ceases to be employed the Company or by any Parent or Subsidiary for any other reason (other than Disability or death), then the unvested portion of the Option shall be cancelled on the date of such cessation of employment and the vested portion of the Option shall continue to be exercisable by the Employee at any time within the period specified in column 6 of Schedule A hereto after such cessation of employment, at the end of which period the Option, to the extent not then exercised, shall terminate and the Employee shall forfeit all rights hereunder, even if the Employee subsequently returns to the employ of the Company or any Parent or Subsidiary. In no event, however, may the Option be exercised after the expiration of the term provided in Section 5 hereof.

        (b)   The Option shall not be affected by any change of duties or position of the Employee so long as the Employee continues to be an a full-time Employee (as defined by the Plan) of the Company or of any Parent or Subsidiary. If the Employee is granted a temporary leave of absence, such leave of absence shall be deemed a continuation of his or her employment by the Company or any Parent or Subsidiary for the purposes of this Agreement, but only if and so long as the employing corporation consents in writing thereto.

        8.    Exercise Upon Death or Disability.    (a) In the event that the Employee ceases to be Employed by the Company or by any Parent or Subsidiary due to the Employee's death, the unvested portion of the Option shall be cancelled on such date of death and the vested portion of the Option may be exercised by the estate of the Employee (or by the person or persons who acquire the right to exercise the Option by written designation of the Employee) at any time within the period specified in column 7 of Schedule A hereto after the date of the Employee's death. In no event, however, may the Option be exercised after the expiration of the term provided in Section 5 hereof.

        (b)   In the event that the Employee ceases to be employed by the Company or by any Parent or Subsidiary due to the Employee's Disability, the unvested portion of the Option shall be cancelled upon such cessation of employment and the vested portion of the Option may be exercised by the Employee within the period specified in column 7 of Schedule A hereto after the date of such termination of employment, at the end of which period, the Option, to the extent not then exercised, shall terminate and the Employee shall forfeit all rights hereunder, even if the

Employee subsequently returns to the employ of the Company or any Parent or Subsidiary. In no event, however, may the Option be exercised after the expiration of the term provided in Section 5 hereof.

        9.    Registration.    At the time of issuance, the Shares subject hereto and issuable upon the exercise hereof may or may not be registered under the Securities Act of 1933, as amended. The Company may register or qualify the Shares subject to the Option for sale pursuant to the Securities Act of 1933, as amended, at any time prior to or after the exercise in whole or in part of the Option.

        10.    Method of Exercise of Option.    (a) Subject to the terms and conditions of this Agreement, the Option shall be exercisable by written notice in the manner set forth in Exhibit A hereto (the "Notice") and upon payment to the Company in accordance with the procedure prescribed herein. Each Notice shall:

          (i)  state the election to exercise the Option and the number of Shares with respect to which it is being exercised;

         (ii)  contain a representation and agreement as to investment intent with respect to such Shares, in a form satisfactory to counsel to the Company;

        (iii)  be signed by the Employee or the person or persons entitled to exercise the Option and, if the Option is being exercised by any person or persons other than the Employee, be accompanied by proof, satisfactory to counsel to the Company, of the right of such other person or persons to exercise the Option;

        (iv)  be accompanied with payment of the full purchase price for the Shares to be purchased pursuant to such exercise of the Option; and

         (v)  be received by the Company on or before the date of the expiration of this Option. In the event the date of expiration of this Option falls on a day which is not a regular business day at the Company's executive office in New York, New York, then such Notice must be received at such office on or before the last regular business day prior to such date of expiration.

        (b)   The purchase price of any Shares in respect of which the Option is exercised, shall be payable by the Employee and shall accompany the Notice. Such purchase price shall be payable (i) by payment in cash, certified check, bank draft or money order payable to the order of the Company, (ii) if acceptable to the Committee, by delivery of that number of shares of Common Stock already owned by the Employee [or his or her designee] for at least six (6) months, having a fair market value equal to the purchase price for the portion exercised, or (iii) by any other method established by the Committee in its sole discretion.

        (c)   The Option shall be deemed to have been exercised with respect to any particular Shares if, and only if, the preceding provisions of this Section 10 and the provisions of Section 11 hereof shall have been complied with, in which event the Option shall be deemed to have been exercised on the date the Notice and related payment were received by the Company. Anything in this Agreement to the contrary notwithstanding, any Notice given pursuant to the provisions of this Section 10 shall be void and of no effect if all of the preceding provisions of this Section 10 and the provisions of Section 11 shall not have been complied with.

        (d)   The certificate or certificates for Shares as to which the Option shall be exercised will be registered in the name of the Employee (or in the name of the Employee's estate or other beneficiary if the Option is exercised after the Employee's death), or if the Option is exercised by the Employee and if the Employee so requests in the Notice, the Shares will be registered in the name of the Employee and another person jointly, with right of survivorship. The certificate or certificates for Shares will be delivered as soon as practical after the date the Notice is received by the Company, but only upon compliance with all of the provisions of this Agreement.

        (e)   If the Employee fails to accept delivery of all or any part of the number of Shares specified in his/her Notice, his or her right to exercise the Option with respect to such undelivered Shares may be terminated in the sole discretion of the Committee. The Option may be exercised only with respect to full Shares.

        (f)    The Company shall not be required to issue or deliver any certificate or certificates for Shares purchased upon the exercise of any part of the Option prior to the payment to the Company, upon its demand, of any amount requested by the Company for the purpose of satisfying its liability, if any, to withhold federal, state or local income or earnings tax or any other applicable tax or assessment (plus interest or penalties thereon, if any, caused by a delay in making such payment) incurred by reason of the exercise of this Option or the transfer of Shares thereupon. Such payment shall be made by the Employee in cash or, with the written consent of the Company, by tendering to the Company shares of Common Stock equal in value to the amount of the required withholding. In the alternative, the Company may, at its option, satisfy such withholding requirements by withholding from the Shares to be delivered to the Employee pursuant to an exercise of the Option a number of Shares equal in value to the amount of the required withholding.

        11.    Approval of Counsel.    The exercise of the Option and the issuance and delivery of Shares pursuant thereto shall be subject to approval by the Company's counsel of all legal matters in connection therewith, including, but not limited to, compliance with the requirements of the Securities Act of 1933, as amended, (the "Securities Act") and the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, and the requirements of any stock exchange or automated trading medium upon which the Common Stock may then be listed or traded.

        12.    Resale of Shares of Common Stock.    (a) If requested by the Company, upon any sale or transfer of the Shares purchased upon exercise of the Option (subject to the provisions of Section 12(b) hereof), the Employee shall deliver to the Company an opinion of counsel satisfactory to the Company to the effect that either (i) the Shares to be sold or transferred has been registered under the Securities Act and that there is in effect a current prospectus meeting the requirements of Section 10(a) of said Act which is being or will be delivered to the purchaser or transferee at or prior to the time of delivery of the certificates evidencing the Shares to be sold or transferred, or (ii) such Shares may then be sold without violating any provision of said Act.

        (b)   The Employee agrees that, if requested by the Company or any representative of the underwriters (the "Managing Underwriter") in connection with any registration of the offering of any securities of the Company under the Securities Act, the Employee will not sell or otherwise transfer any Shares or other securities of the Company during the one (1) year period (or a shorter period as may be requested in writing by the Managing Underwriter with respect to Shares owned by the Company's senior management) (the "Market Standoff Period") following the effective date of a registration statement of the Company filed under the Securities Act. Such restriction shall apply only to the first registration statement of the Company to become effective under the Securities Act that includes securities to be sold on behalf of the Company to the public in an underwritten public offering under the Securities Act. The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such Market Standoff Period.

        (c)   The Shares issued upon exercise of the Option shall bear the following (or similar) legend, and one or more other restrictive legends, if required by counsel for the Company:

THE SHARES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE FIRST BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNLESS, IN THE OPINION OF COUNSEL FOR THE COMPANY, SUCH REGISTRATION IS NOT REQUIRED.

        13.    Limitation of Action.    The Employee and the Company hereby acknowledge that every right of action arising out of or in connection with the Plan or this Agreement, accruing to him or her or it, as the case may be, against the Company or a Parent or Subsidiary, on the one hand, or against the Employee, on the other hand, shall cease and be barred by the expiration of three years from the date of the act or omission in respect of which such right of action arises, irrespective of the place where such action may be brought.

        14.    Notices.    Each notice relating to this Agreement shall be in writing and delivered in person, by recognized overnight courier or by certified mail to the proper address. All notices to the Company or the Committee shall be addressed to them at 100 Wall Street, New York, New York 10005, Attn: General Counsel. All notices to the Employee shall be addressed to the Employee at the Employee's address above specified. Anyone to whom a notice may be given under this Agreement may designate a new address by notice to that effect.

        15.    Benefits of Agreement.    This Agreement shall inure to the benefit of the Company, the Employee and their respective heirs, executors, administrators, personal representatives, successors and permitted assignees.

        16.    Severability.    In the event that any one or more provisions of this Agreement shall be deemed to be illegal or unenforceable, such illegality or unenforceability shall not affect the validity and enforceability of the remaining legal and enforceable provisions hereof, which shall be construed as if such illegal or unenforceable provision or provisions had not been inserted.

        17.    Governing Law, Choice of Law, Jurisdiction and Venue.    This Agreement has been negotiated and shall be consummated in the State of New York and shall be governed by and construed in accordance with the laws of the State of New York, without regard to its principles of conflicts of law. The parties hereto irrevocably consent to the jurisdiction of the courts of the State of New York located within the County of New York and to any federal court located in the Southern District of the State of New York in connection with any action or proceeding arising out of or relating to this Agreement, any document or instrument delivered pursuant to, in connection with or simultaneously with this Agreement, or a breach of this Agreement or any such document or instrument; provided, however, if the federal courts have subject matter jurisdiction, any action shall be commenced and maintained there. In any such action or proceeding, each party hereto waives personal service of any summons, complaint or other process and agrees that service thereof may be made in accordance with Section 14. Within 30 days after such service, or such other time as may be mutually agreed upon in writing by the attorneys for the parties to such action or proceeding, the party served shall appear or answer such summons, complaint or other process. Should the party served fail to appear or answer within such 30-day period or such extended period, as the case may be, such party shall be deemed in default and judgment may be entered against such party for the amount as demanded in any summons, complaint or other process so served.

        18.    Acknowledgment of Employee.    The Employee represents and warrants that as of the Date of Grant of the Option, he/she does not own (within the meaning of Section 422(b)(6) of the Code) shares possessing more than 10% of the total combined voting power of all classes of shares of the Company or of any Parent or Subsidiary.

        19.    Employment.    Nothing contained in this Agreement shall be construed as (a) a contract of employment between the Employee and the Company or any Parent or Subsidiary, (b) a right of the Employee to continue to be in the employ of the Company or any Parent or Subsidiary, or (c) a limitation of the right of the Company or any Parent or Subsidiary to discharge the Employee at any time, with or without Good Cause

        20.    Dividend Rights.    The Employee shall not have any rights to dividends or any other rights of a stockholder with respect to any Shares subject to the Option until such Shares have been issued to him or her (as evidenced by the appropriate entry on the books of the Company or a duly authorized transfer agent of the Company).

        21.    Special Rules Regarding Non-Competition, Proprietary Information, Etc.    For purposes of this Agreement, the following rules apply:

        (a)    Nondisclosure of Confidential and Proprietary Information

          (i)  The Employee hereby acknowledges that during the term of this Agreement, he/she will have access to and possession of trade secrets, confidential information and proprietary information (collectively, and as defined more extensively below, "Confidential Information") of the Company, and in some instances, its Parents, Affiliates and Subsidiaries (collectively referred to as "Related Entities") and their respective clients. The Employee hereby recognizes and acknowledges that this Confidential Information is valuable, special and unique to the business of the Company and its Related Entities, and that access to and knowledge of such Confidential Information is essential to the performance of Employee's duties to the Company and/or its Related Entities. The Employee hereby agrees that during his/her employment relationship with the Company and/or its Related Entities, the Employee will keep secret and will not use or disclose any Confidential Information to any person or entity, in any fashion and for any purpose whatsoever, except at the request of the Company.

         (ii)  For purposes of this Agreement, the term "Confidential Information", includes, but is not limited to, information written, in digital form, in graphic form, electronically stored, orally transmitted or memorized concerning or relating to GFI Group Inc. or any of its Related Entities, including all customer pricing information, telephone numbers, addresses of and personal information about traders and other dealer representatives, profit and loss statements, productivity data, financial models, computer software programs, source and other codes, information about direct communication lines, electronic and voice trading systems, screen systems and wiring instructions, all information about the Company's business prospects and opportunities, and all other information about or gained from any customer or client to which the Company or its Related Entities provides services during the Employee's employment with the Company or any Parent or Subsidiary. This clause shall not apply to any confidential information which enters the public domain other than through the Employee's default.

        (iii)  pursuant to any applicable Company policy or as the Employee may otherwise be directed by the Employee's supervisor, the Employee hereby agrees to maintain proper files and records relating to work performed by the Employee pursuant to any employment relationship with the Company and/or any Parent or Subsidiary. All such files and records are the exclusive property of the Company and shall be delivered to the Company within five (5) business days following the termination of the Employee's employment with the Company and any Parent or Subsidiary. The Employee hereby further agrees to store and maintain all Confidential Information in a secure place pursuant to the standard policies and procedures of the Company as in effect from time to time.

        (b)    Assignment of Inventions and Intellectual Property

          (i)  For purposes of this Agreement, the term "Proprietary Rights" means all trade secret, trademark, service mark, patent, copyright, mask work and other intellectual property rights throughout the world. The term "Inventions" means all Proprietary Rights, inventions, ideas, processes, formulas, source and object codes, data, programs, technology, writings, software programs, other works of authorship, know-how, discoveries, developments, designs, schematics, manuals, drawings, techniques, development tools or computer printouts (or any related improvements or modifications to the foregoing).

         (ii)  The Employee hereby assigns and agrees to assign in the future (when any Inventions or Proprietary Rights are first reduced to practice or first fixed in a tangible medium, as applicable) to the Company all right, title and interest in any and all Inventions and Proprietary Rights whether or not they are able to be patented or registered under copyright or similar statutes, which are made, conceived, reduced to practice or learned by the Employee, either alone or jointly with others, during or after the Employee's employment with the Company or any Parent or

Subsidiary, which (a) relate to methods, apparatus, designs, products, processes or devices which are sold, leased, used or under construction or development by the Company or its Related Entities, or otherwise relate to or pertain to the business, functions, operations, research or development of the Company and its Related Entities, (b) arise (wholly or partly) from the Employee's efforts during any time that the Employee is employed by the Company or any Parent or Subsidiary or utilizing any physical or intellectual property owned or leased by the Company or its Related Entities, or (c) is based on any information or knowledge gained by the Employee within the scope of the Employee's employment with the Company or any Parent or Subsidiary.

        (iii)  During the Employee's employment with the Company and any Parent or Subsidiary and for twelve (12) months thereafter (the "Restriction Period"), the Employee will promptly disclose to the Company, fully and in writing, all Inventions required to be assigned to the Company under Section 20(b)(ii) above which were authored, conceived or reduced to practice by the Employee and all patent applications filed by the Employee or on the Employee's behalf either alone or jointly with others.

        (iv)  The Employee hereby acknowledges that all original works of authorship which are made by the Employee (solely or jointly with others) within the scope of the Employee's employment and which may be protected by copyright are "works made for hire," pursuant to United States Copyright Act (17 U.S.C. Section 101) and are the property of the Company, without limitation, including, but not limited to the sole and exclusive right to reproduce such works in multiple copies for distribution or sale to the public and to create and exploit derivative works based thereon.

        (c)    No Inducement or Employment of Other Employees

        During the Restriction Period, the Employee hereby agrees not to induce, employ, solicit the employment of, attempt to affiliate for profit with, or otherwise encourage, directly or indirectly, any employee of, or any independent contractor performing services for, the Company, or any Related Entities, to leave the employ of, or to cease rendering services to the Company or any Related Entities, for the benefit of the Employee, or any other party, or to assist any enterprise to employ any person employed by or any independent contractor performing services for the Company or any Related Entities.

        (d)    Non-Solicitation, Non-Competition

          (i)  During the Restriction Period, the Employee hereby agrees to refrain from, directly or indirectly, accepting business from, doing business with, inducing or soliciting any customers or vendors of the Company or any Related Entities, to or on behalf of whom the Employee rendered any services during the course of the Employee's employment with the Company and any Parent or Subsidiary, except as authorized in writing by the Company.

         (ii)  During the Restriction Period, the Employee will not, directly or indirectly, as an individual proprietor, partner, stockholder, officer, employee, director, joint venturer, investor, lender, consultant, or in any other capacity (other than as the direct or indirect passive holder of not more than one percent (1%) of the combined voting power of the outstanding stock of a publicly held company), develop, design, produce, market, sell or render (or assist any other person in developing, designing, producing, marketing, selling or rendering) products or services competitive with those developed, designed, produced, marketed, sold or rendered by the Company or any Related Entities while the Employee was employed by the Company or any Parent or subsidiary.

        (e)    Company Rights

        In the event that the Employee fails to comply with any of the provisions of this Section 21, the Company may, as provided in Section 7 above, terminate the Option.

        IN WITNESS WHEREOF, the parties have executed this Agreement as of the Date of Grant set forth above.

	GFI Group Inc.
	By:
		[Stephen J. McMillan] Chief Operating Officer
	[                  ]
ATTEST:
	Social Security Number

EXHIBIT A

INCENTIVE OPTION EXERCISE FORM

[DATE]                   

GFI Group Inc.
100 Wall Street
New York, New York 10005
Attention: General Counsel

Dear Sir:

        Pursuant to the provisions of the Incentive Stock Option Agreement dated on the            day of            , 200            (the "Agreement"), whereby you granted to me an Incentive Stock Option (the "Option") to purchase up to                        shares of the Class B Common Stock (the "Shares") of GFI Group Inc. (the "Company") subject to the terms of the Agreement, I hereby notify you that I elect to exercise my option to purchase            of the Shares subject to such Option at the $            per share price specified therein. In full payment of the price for the Shares being purchased hereby, I am delivering to you herewith (i) cash, a certified check, bank draft or money order payable to the order of the Company in the amount of $            , or (ii) a stock certificate or certificates for            shares of Common Stock of the Company, which I have owned for at least six (6) months and which have a fair market value as of the date hereof of $                        , [and a certified check, bank draft or money order payable to the order of the Company, in the amount of $                        ]. Any such stock certificate or certificates are endorsed, or are accompanied by an appropriate stock power, to the order of the Company, with my signature and are guaranteed by a bank or trust company or by a member firm of the New York Stock Exchange. I hereby acknowledge that I am purchasing these shares for investment purposes only and not for resale in violation of any federal or state securities laws.

Very truly yours,

[Address]
(For notices, reports, dividend checks and
other communications to stockholders.)

SCHEDULE A

[Name]
Number of Shares: [            ]

1	2	3	4	5	6
$[            ]	100%	[            ] options vest on [            ], 200        ; [            ] options vest on [            ], 200        ; [            ] options vest on [            ], 200        and [            ] options vest on [            ], 200	Ten years.	[            ], 20	Three months

OPTION NO. 01-NQO-[            ]

GFI Group Inc.

2002 Stock Option Plan

NON-QUALIFIED STOCK OPTION

Granted To

[                        ]

Number of Shares: [            ]	Price per Share: $[                        ]
Date Granted: [                        ], 200	Expiration Date: [                        ], 20

NON-QUALIFIED STOCK OPTION AGREEMENT

        AGREEMENT made as of this [    ] day of [    ], 200            (the "Date of Grant") between GFI Group Inc., a Delaware corporation (hereinafter referred to as the "Company"), and [            ], residing at                        (hereinafter referred to as the "Employee").

W I T N E S S E T H:

        WHEREAS, the Company desires, in connection with the employment of the Employee and in accordance with its 2002 Stock Option Plan (the "Plan"), to provide the Employee with an opportunity to acquire Class B Common Stock, par value $0.01 per share (hereinafter referred to as "Common Stock"), of the Company on favorable terms and thereby increase his or her proprietary interest in the continued progress and success of the business of the Company;

        NOW, THEREFORE, in consideration of the promises and the mutual covenants herein set forth and other good and valuable consideration, the Company and the Employee hereby agree as follows:

        1.    Incorporation By Reference; Plan Document Receipt.    This Agreement is subject in all respects to the terms and provisions of the Plan (including, without limitation, any amendments thereto adopted at any time and from time to time unless such amendments are expressly intended not to apply to the grant of the option hereunder), all of which terms and provisions are made a part of and incorporated in this Agreement as if they were each expressly set forth herein. Any capitalized term not defined in this Agreement shall have the same meaning as is ascribed thereto under the Plan. The Employee hereby acknowledges receipt of a true copy of the Plan and that the Employee has read the Plan carefully and fully understands its content. In the event of any conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control.

        2.    Confirmation of Grant of Option.    Pursuant to a determination by the Committee, the Company, subject to the terms of the Plan and this Agreement, hereby grants to the Employee as a matter of separate inducement and agreement, and in addition to and not in lieu of salary or other compensation for services, the right to purchase (hereinafter referred to as the "Option") an aggregate of [            ] shares of Common Stock, subject to adjustment as provided in the Plan (such shares, as adjusted, hereinafter being referred to as the "Shares"). The Option is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").

        3.    Purchase Price.    The purchase price of Shares covered by the Option will be the amount per share set forth in column 1 of Schedule A hereto.

        4.    Exercise of Option.    The Option shall be exercisable on the terms and conditions hereinafter set forth:

        (a)   The Option shall vest and become exercisable cumulatively on the dates indicated in column 3 of Schedule A hereto; provided, the Employee is on each such date employed by or performing services for the Company.

        (b)   The Option may be exercised pursuant to the provisions of this Section 4, by notice and payment to the Company as provided in Sections 10 and 14 hereof.

        (c)   Notwithstanding the above, the Option may not be exercised prior to the consummation of an initial public offering of any class of the Company's equity securities.

        5.    Term of Option.    The term of the Option shall commence on the Date of Grant and shall continue for the period of years specified in column 4 of Schedule A hereto, subject to earlier termination or cancellation as provided in the Plan or this Agreement. This Option, to the extent unexercised, shall expire on the day immediately prior to the date specified in column 5 of Schedule A hereto.

        6.    Non-transferability of Option.    The Option, and any rights or interests therein, shall not be sold, exchanged, transferred, assigned or otherwise disposed of in any way at any time by the Employee

(or any beneficiary(ies) of the Employee), other than by testamentary disposition by the Employee or the laws of descent and distribution. The Option shall not be pledged, encumbered or otherwise hypothecated in any way at any time by the Employee (or any beneficiary(ies) of the Employee) and shall not be subject to execution, attachment or similar legal process. Any attempt to sell, exchange, pledge, transfer, assign, encumber or otherwise dispose of or hypothecate the Option, or the levy of any execution, attachment or similar legal process upon the Option, contrary to the terms of this Agreement and/or the Plan shall be null and void and without legal force or effect.

        7.    Exercise Upon Cessation of Employment.    (a) If the Employee ceases to be employed by the Company or by any Parent or Subsidiary (i) by reason of his or her discharge for Good Cause, (ii) by reason of his or her discharge as a result of the Employee's violation of any provision of Section 20 of this Agreement (or any other restrictive covenant by which the Employee is bound), or (iii) due to his or her voluntary termination of employment without the written consent of the Committee, then upon such cessation of employment, the Option, whether vested or unvested, shall terminate immediately and the Employee shall forfeit all rights hereunder. If the Employee at any time violates any provision of Section 20 of this Agreement and does not cease to be employed by the Company or any Parent or Subsidiary as a result of such violation, then upon such violation, the Option, whether vested or unvested, shall terminate immediately and the Employee shall forfeit all rights hereunder; provided, however, that the Company shall have the right, in its sole discretion, to elect not to terminate the Option in whole or in part. If, however, the Employee ceases to be employed by the Company or by any Parent or Subsidiary for any other reason (other than Disability or death), then the unvested portion of the Option shall be cancelled on the date of such cessation of employment and the vested portion of the Option shall continue to be exercisable by the Employee at any time within the period specified in column 6 of Schedule A hereto after such cessation of employment, at the end of which period, the Option, to the extent not then exercised, shall terminate and the Employee shall forfeit all rights hereunder, even if the Employee subsequently returns to the employ of the

        Company or any Parent or Subsidiary. In no event, however, may the Option be exercised after the expiration of the term provided in Section 5 hereof.

        (b)   The Option shall not be affected by any change of duties or position of the Employee so long as the Employee continues to be an a full-time Employee (as defined by the Plan) of the Company or of any Parent or Subsidiary. If the Employee is granted a temporary leave of absence, such leave of absence shall be deemed a continuation of his or her employment by the Company or by any Parent or Subsidiary for the purposes of this Agreement, but only if and so long as the employing corporation consents in writing thereto.

        8.    Exercise Upon Death or Disability.    (a) In the event that the Employee ceases to be Employed by the Company or by any Parent or Subsidiary due to the Employee's death, the unvested portion of the Option shall be cancelled on such date of death and the vested portion of the Option may be exercised by the estate of the Employee (or by the person or persons who acquire the right to exercise the Option by written designation of the Employee) at any time within the period specified in column 7 of Schedule A hereto after the date of the Employee's death. In no event, however, may the Option be exercised after the expiration of the term provided in Section 5 hereof.

        (b)   In the event that the Employee ceases to be employed by the Company or by any Parent or Subsidiary due to the Employee's Disability, the unvested portion of the Option shall be cancelled upon such cessation of employment and the vested portion of the Option may be exercised by the Employee within the period specified in column 7 of Schedule A hereto after the date of such termination of employment, at the end of which period, the Option, to the extent not then exercised, shall terminate and the Employee shall forfeit all rights hereunder, even if the Employee subsequently returns to the employ of the Company or any Parent or Subsidiary. In no event, however, may the Option be exercised after the expiration of the term provided in Section 5 hereof.

        9.    Registration.    At the time of issuance, the Shares subject hereto and issuable upon the exercise hereof may or may not be registered under the Securities Act of 1933, as amended. The

Company may register or qualify the Shares subject to the Option for sale pursuant to the Securities Act of 1933, as amended, at any time prior to or after the exercise in whole or in part of the Option.

        10.    Method of Exercise of Option.    (a) Subject to the terms and conditions of this Agreement, the Option shall be exercisable by written notice in the manner set forth in Exhibit A hereto (the "Notice") and upon payment to the Company in accordance with the procedure prescribed herein. Each Notice shall:

          (i)  state the election to exercise the Option and the number of Shares with respect to which it is being exercised;

         (ii)  contain a representation and agreement as to investment intent with respect to such Shares, in a form satisfactory to counsel to the Company;

        (iii)  be signed by the Employee or the person or persons entitled to exercise the Option and, if the Option is being exercised by any person or persons other than the Employee, be accompanied by proof, satisfactory to counsel to the Company, of the right of such other person or persons to exercise the Option;

        (iv)  be accompanied with payment of the full purchase price for the Shares to be purchased pursuant to such exercise of the Option; and

         (v)  be received by the Company on or before the date of the expiration of this Option. In the event the date of expiration of this Option falls on a day which is not a regular business day at the Company's executive office in New York, New York, then such Notice must be received at such office on or before the last regular business day prior to such date of expiration.

        (b)   The purchase price of any Shares in respect of which the Option is exercised, shall be payable by the Employee and shall accompany the Notice. Such purchase price shall be payable (i) by payment in cash, certified check, bank draft or money order payable to the order of the Company, (ii) if acceptable to the Committee, by delivery of that number of shares of Common Stock already owned by the Employee [or his or her designee] for at least six (6) months, having a fair market value equal to the purchase price for the portion exercised, or (iii) by any other method established by the Committee in its sole discretion.

        (c)   The Option shall be deemed to have been exercised with respect to any particular Shares if, and only if, the preceding provisions of this Section 10 and the provisions of Section 11 hereof shall have been complied with, in which event the Option shall be deemed to have been exercised on the date the Notice and related payment were received by the Company, Anything in this Agreement to the contrary notwithstanding, any Notice given pursuant to the provisions of this Section 10 shall be void and of no effect if all of the preceding provisions of this Section 10 and the provisions of Section 11 shall not have been complied with.

        (d)   The certificate or certificates for Shares as to which the Option shall be exercised will be registered in the name of the Employee (or in the name of the Employee's estate or other beneficiary if the Option is exercised after the Employee's death), or if the Option is exercised by the Employee and if the Employee so requests in the Notice, the Shares will be registered in the name of the Employee and another person jointly, with right of survivorship. The certificate or certificates for Shares will be delivered as soon as practical after the date the Notice is received by the Company, but only upon compliance with all of the provisions of this Agreement.

        (e)   If the Employee fails to accept delivery of all or any part of the number of Shares specified in his/her Notice, his or her right to exercise the Option with respect to such undelivered Shares may be terminated in the sole discretion of the Committee. The Option may be exercised only with respect to full Shares.

        (f)    The Company shall not be required to issue or deliver any certificate or certificates for Shares purchased upon the exercise of any part of the Option prior to the payment to the

Company, upon its demand, of any amount requested by the Company for the purpose of satisfying its liability, if any, to withhold federal, state or local income or earnings tax or any other applicable tax or assessment (plus interest or penalties thereon, if any, caused by a delay in making such payment) incurred by reason of the exercise of this Option or the transfer of Shares thereupon. Such payment shall be made by the Employee in cash or, with the written consent of the Company, by tendering to the Company shares of Common Stock equal in value to the amount of the required withholding. In the alternative, the Company may, at its option, satisfy such withholding requirements by withholding from the Shares to be delivered to the Employee pursuant to an exercise of the Option a number of Shares equal in value to the amount of the required withholding.

        11.    Approval of Counsel.    The exercise of the Option and the issuance and delivery of Shares pursuant thereto shall be subject to approval by the Company's counsel of all legal matters in connection therewith, including, but not limited to, compliance with the requirements of the Securities Act of 1933, as amended, (the "Securities Act") and the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, and the requirements of any stock exchange or automated trading medium upon which the Common Stock may then be listed or traded.

        12.    Resale of Shares of Common Stock.    (a) If requested by the Company, upon any sale or transfer of the Shares purchased upon exercise of the Option (subject to the provisions of Section 12(b) hereof), the Employee shall deliver to the Company an opinion of counsel satisfactory to the Company to the effect that either (i) the Shares to be sold or transferred has been registered under the Securities Act and that there is in effect a current prospectus meeting the requirements of Section 10(a) of said Act which is being or will be delivered to the purchaser or transferee at or prior to the time of delivery of the certificates evidencing the Shares to be sold or transferred, or (ii) such Shares may then be sold without violating any provision of said Act.

        (b)   The Employee agrees that, if requested by the Company or any representative of the underwriters (the "Managing Underwriter") in connection with any registration of the offering of any securities of the Company under the Securities Act, the Employee will not sell or otherwise transfer any Shares or other securities of the Company during the one (1) year period (or a shorter period as may be requested in writing by the Managing Underwriter with respect to Shares owned by the Company's senior management) (the "Market Standoff Period") following the effective date of a registration statement of the Company filed under the Securities Act. Such restriction shall apply only to the first registration statement of the Company to become effective under the Securities Act that includes securities to be sold on behalf of the Company to the public in an underwritten public offering under the Securities Act. The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such Market Standoff Period.

        (c)   The Shares issued upon exercise of the Option shall bear the following (or similar) legend, and one or more other restrictive legends, if required by counsel for the Company:

THE SHARES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE FIRST BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNLESS, IN THE OPINION OF COUNSEL FOR THE COMPANY, SUCH REGISTRATION IS NOT REQUIRED.

        13.    Limitation of Action.    The Employee and the Company hereby acknowledge that every right of action arising out of or in connection with the Plan or this Agreement, accruing to him or her or it, as the case may be, against the Company or a Parent or Subsidiary, on the one hand, or against the Employee, on the other hand, shall cease and be barred by the expiration of three years from the date of the act or omission in respect of which such right of action arises, irrespective of the place where such action may be brought.

        14.    Notices.    Each notice relating to this Agreement shall be in writing and delivered in person, by recognized overnight courier or by certified mail to the proper address. All notices to the Company or the Committee shall be addressed to them at 100 Wall Street, New York, New York 10005, Attn: General Counsel. All notices to the Employee shall be addressed to the Employee at the Employee's address above specified. Anyone to whom a notice may be given under this Agreement may designate a new address by notice to that effect.

        15.    Benefits of Agreement.    This Agreement shall inure to the benefit of the Company, the Employee and their respective heirs, executors, administrators, personal representatives, successors and permitted assignees.

        16.    Severability.    In the event that any one or more provisions of this Agreement shall be deemed to be illegal or unenforceable, such illegality or unenforceability shall not affect the validity and enforceability of the remaining legal and enforceable provisions hereof, which shall be construed as if such illegal or unenforceable provision or provisions had not been inserted.

        17.    Governing Law, Choice of Law, Jurisdiction and Venue.    This Agreement has been negotiated and shall be consummated in the State of New York and shall be governed by and construed in accordance with the laws of the State of New York, without regard to its principles of conflicts of law. The parties hereto irrevocably consent to the jurisdiction of the courts of the State of New York located within the County of New York and to any federal court located in the Southern District of the State of New York in connection with any action or proceeding arising out of or relating to this Agreement, any document or instrument delivered pursuant to, in connection with or simultaneously with this Agreement, or a breach of this Agreement or any such document or instrument; provided, however, if the federal courts have subject matter jurisdiction, any action shall be commenced and maintained there. In any such action or proceeding, each party hereto waives personal service of any summons, complaint or other process and agrees that service thereof may be made in accordance with Section 14. Within 30 days after such service, or such other time as may be mutually agreed upon in writing by the attorneys for the parties to such action or proceeding, the party served shall appear or answer such summons, complaint or other process. Should the party served fail to appear or answer within such 30-day period or such extended period, as the case may be, such party shall be deemed in default and judgment may be entered against such party for the amount as demanded in any summons, complaint or other process so served.

        18.    Employment.    Nothing contained in this Agreement shall be construed as (a) a contract of employment between the Employee and the Company or any Parent or Subsidiary, (b) a right of the Employee to continue to be in the employ of the Company or any Parent or Subsidiary, or (c) a limitation of the right of the Company or any Parent or Subsidiary to discharge the Employee at any time, with or without Good Cause.

        19.    Dividend Rights.    The Employee shall not have any rights to dividends or any other rights of a stockholder with respect to any Shares subject to the Option until such Shares have been issued to him or her (as evidenced by the appropriate entry on the books of the Company or a duly authorized transfer agent of the Company).

        20.    Special Rules Regarding Non-Competition, Proprietary Information, Etc.    For purposes of this Agreement the following rules apply:

        (a)    Nondisclosure of Confidential and Proprietary Information

          (i)  The Employee hereby acknowledges that during the term of this Agreement, he/she will have access to and possession of trade secrets, confidential information and proprietary information (collectively, and as defined more extensively below, "Confidential Information") of the Company, and in some instances, its Parents, Affiliates and Subsidiaries (collectively referred to as "Related Entities") and their respective clients. The Employee hereby recognizes and acknowledges that this Confidential Information is valuable, special and unique to the business of the Company and its Related Entities, and that access to and knowledge of such Confidential Information is essential to the performance of Employee's duties to the Company and/or its

Related Entities. The Employee hereby agrees that during his/her employment relationship with the Company and/or its Related Entities, the Employee will keep secret and will not use or disclose any Confidential Information to any person or entity, in any fashion and for any purpose whatsoever, except at the request of the Company.

         (ii)  For purposes of this Agreement, the term "Confidential Information", includes, but is not limited to, information written, in digital form, in graphic form, electronically stored, orally transmitted or memorized concerning or relating to GFI Group Inc. or any of its Related Entities, including all customer pricing information, telephone numbers, addresses of and personal information about traders and other dealer representatives, profit and loss statements, productivity data, financial models, computer software programs, source and other codes, information about direct communication lines, electronic and voice trading systems, screen systems and wiring instructions, all information about the Company's business prospects and opportunities, and all other information about or gained from any customer or client to which the Company or its Related Entities provides services during the Employee's employment with the Company or any Parent or Subsidiary. This clause shall not apply to any confidential information which enters the public domain other than through the Employee's default.

        (iii)  pursuant to any applicable Company policy or as the Employee may otherwise be directed by the Employee's supervisor, the Employee hereby agrees to maintain proper files and records relating to work performed by the Employee pursuant to any employment relationship with the Company and/or any Parent or Subsidiary. All such files and records are the exclusive property of the Company and shall be delivered to the Company within five (5) business days following the termination of the Employee's employment with the Company and any Parent or Subsidiary. The Employee hereby further agrees to store and maintain all Confidential Information in a secure place pursuant to the standard policies and procedures of the Company as in effect from time to time.

        (b)    Assignment of Inventions and Intellectual Property

          (i)  For purposes of this Agreement, the term "Proprietary Rights" means all trade secret, trademark, service mark, patent, copyright, mask work and other intellectual property rights throughout the world. The term "Inventions" means all Proprietary Rights, inventions, ideas, processes, formulas, source and object codes, data, programs, technology, writings, software programs, other works of authorship, know-how, discoveries, developments, designs, schematics, manuals, drawings, techniques, development tools or computer printouts (or any related improvements or modifications to the foregoing).

         (ii)  The Employee hereby assigns and agrees to assign in the future (when any Inventions or Proprietary Rights are first reduced to practice or first fixed in a tangible medium, as applicable) to the Company all right, title and interest in any and all Inventions and Proprietary Rights whether or not they are able to be patented or registered under copyright or similar statutes, which are made, conceived, reduced to practice or learned by the Employee, either alone or jointly with others, during or after the Employee's employment with the Company or any Parent or Subsidiary, which (a) relate to methods, apparatus, designs, products, processes or devices which are sold, leased, used or under construction or development by the Company or its Related Entities, or otherwise relate to or pertain to the business, functions, operations, research or development of the Company and its Related Entities, (b) arise (wholly or partly) from the Employee's efforts during any time that the Employee is employed by the Company or any Parent or Subsidiary or utilizing any physical or intellectual property owned or leased by the Company or its Related Entities, or (c) is based on any information or knowledge gained by the Employee within the scope of the Employee's employment with the Company or any Parent or Subsidiary.

        (iii)  During the Employee's employment with the Company and any Parent or Subsidiary and for twelve (12) months thereafter (the "Restriction Period"), the Employee will promptly disclose to the Company, fully and in writing, all Inventions required to be assigned to the Company under Section 20(b)(ii) above which were authored, conceived or reduced to practice by the Employee

and all patent applications filed by the Employee or on the Employee's behalf either alone or jointly with others.

        (iv)  The Employee hereby acknowledges that all original works of authorship which are made by the Employee (solely or jointly with others) within the scope of the Employee's employment and which may be protected by copyright are "works made for hire," pursuant to United States Copyright Act (17 U.S.C. Section 101) and are the property of the Company, without limitation, including, but not limited to the sole and exclusive right to reproduce such works in multiple copies for distribution or sale to the public and to create and exploit derivative works based thereon.

        (c)    No Inducement or Employment of Other Employees

        During the Restriction Period, the Employee hereby agrees not to induce, employ, solicit the employment of, attempt to affiliate for profit with, or otherwise encourage, directly or indirectly, any employee of, or any independent contractor performing services for, the Company, or any Related Entities, to leave the employ of, or to cease rendering services to the Company or any Related Entities, for the benefit of the Employee, or any other party, or to assist any enterprise to employ any person employed by or any independent contractor performing services for the Company or any Related Entities.

        (d)    Non-Solicitation, Non-Competition

          (i)  During the Restriction Period, the Employee hereby agrees to refrain from, directly or indirectly, accepting business from, doing business with, inducing or soliciting any customers or vendors of the Company or any Related Entities, to or on behalf of whom the Employee rendered any services during the course of the Employee's employment with the Company and any Parent or Subsidiary, except as authorized in writing by the Company.

         (ii)  During the Restriction Period, the Employee will not, directly or indirectly, as an individual proprietor, partner, stockholder, officer, employee, director, joint venturer, investor, lender, consultant, or in any other capacity (other than as the direct or indirect passive holder of not more than one percent (1%) of the combined voting power of the outstanding stock of a publicly held company), develop, design, produce, market, sell or render (or assist any other person in developing, designing, producing, marketing, selling or rendering) products or services competitive with those developed, designed, produced, marketed, sold or rendered by the Company or any Related Entities while the Employee was employed by the Company or any Parent or subsidiary.

        (e)    Company Rights

        In the event that the Employee fails to comply with any of the provisions of this Section 20, the Company may, as provided in Section 7 above, terminate the Option.

        IN WITNESS WHEREOF, the parties have executed this Agreement as of the Date of Grant set forth above.

	GFI Group Inc.
	By:
		[Stephen J. McMillan] Chief Operating Officer
	[                  ]
ATTEST:
	Social Security Number

EXHIBIT A

NON-QUALIFIED OPTION EXERCISE FORM

[DATE]                   

GFI Group Inc.
100 Wall Street
New York, New York 10005
Attention: General Counsel

Dear Sir:

        Pursuant to the provisions of the Non-Qualified Stock Option Agreement dated on the            day of            , 200            (the "Agreement"), whereby you granted to me a Non-Qualified Option (the "Option") to purchase up to                        shares of the Class B Common Stock (the "Shares") of GFI Group Inc. (the "Company") subject to the terms of the Agreement, I hereby notify you that I elect to exercise my option to purchase            of the Shares subject to such Option at the $            per share price specified therein. In full payment of the price for the Shares being purchased hereby, I am delivering to you herewith (i) cash, a certified check, bank draft or money order payable to the order of the Company in the amount of $                        , or (ii) a stock certificate or certificates for            shares of Common Stock of the Company, which I have owned for at least six (6) months and which have a fair market value as of the date hereof of $                        , [and a certified check, bank draft or money order payable to the order of the Company, in the amount of $                        ]. Any such stock certificate or certificates are endorsed, or are accompanied by an appropriate stock power, to the order of the Company, with my signature and are guaranteed by a bank or trust company or by a member firm of the New York Stock Exchange. I hereby acknowledge that I am purchasing these shares for investment purposes only and not for resale in violation of any federal or state securities laws.

Very truly yours,

[Address]
(For notices, reports, dividend checks and
other communications to stockholders.)

SCHEDULE A

[Name]
Number of Shares: [            ]

1	2	3	4	5	6
$[            ]	N/A	[            ] options vest on [            ], 200        , and [            ] options vest on [            ], 200	Ten years	[            ], 20	Three months

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GFI GROUP INC. 2002 STOCK OPTION PLAN
INTRODUCTION
I DEFINITIONS
II ADMINISTRATION
III SHARES AVAILABLE
IV ELIGIBILITY
V STOCK OPTIONS
VI ADJUSTMENT OF SHARES; MERGER OR CONSOLIDATION, ETC. OF THE CORPORATION
VII MISCELLANEOUS PROVISIONS
VIII AMENDMENT OR TERMINATION OF PLAN
IX TERM OF PLAN
INCENTIVE STOCK OPTION AGREEMENT
INCENTIVE OPTION EXERCISE FORM
SCHEDULE A
NON-QUALIFIED STOCK OPTION AGREEMENT
W I T N E S S E T H
NON-QUALIFIED OPTION EXERCISE FORM
SCHEDULE A

EX-10.8

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Exhibit 10.8

GFINET INC.

2000 STOCK OPTION PLAN

Effective as of March 8, 2000

GFINET INC.
2000 STOCK OPTION PLAN

INTRODUCTION

        GFInet inc. a Delaware corporation (hereinafter referred to as the "Corporation"), hereby establishes an incentive compensation plan to be known as the "GFInet inc. 2000 Stock Option Plan" (hereinafter referred to as the "Plan"), as set forth in this document. The Plan permits the grant of Non-Qualified Stock Options and Incentive Stock Options.

        The Plan shall become effective on March 8, 2000.

        The purpose of the Plan is to promote the success and enhance the value of the Corporation by linking the personal interests of Optionees to those of the Corporation's stockholders by providing Optionees with an incentive for outstanding performance. The Plan is further intended to assist the Corporation in its ability to motivate, and retain the services of, Optionees upon whose judgment, interest and special effort the successful conduct of its and its subsidiaries' operations is largely dependent.

I
DEFINITIONS

        For purposes of the Plan, the following terms shall be defined as follows unless the context clearly indicates otherwise:

        (a)   "Affiliate" shall mean any corporation or other entity, other than a Parent, Subsidiary or Affiliate of the Corporation, that is classified by the Board of Directors as an "Affiliate."

        (b)   "Award Agreement" shall mean the written agreement, executed by an appropriate officer of the Corporation, pursuant to which an Option is granted.

        (c)   "Board of Directors" shall mean the Board of Directors of the Corporation.

        (d)   "Code" shall mean the Internal Revenue Code of 1986, as amended, and the rules and regulations thereunder.

        (e)   "Committee" shall mean the Board of Directors or any committee of two or more persons designated by the Board of Directors to perform the functions of the Committee hereunder.

        (f)    "Common Stock" shall mean the common stock of the Corporation as authorized from time to time.

        (g)   "Consultant" shall mean an individual who is in a Consulting Relationship with the Corporation or any Parent, Subsidiary or Affiliate.

        (h)   "Consulting Relationship" shall mean the relationship that exists between an individual and the Corporation (or any Parent, Subsidiary or Affiliate) if (i) such individual or (ii) any entity of which such individual is an executive officer or owns a substantial equity interest has entered into a written consulting contract with the Corporation or any Parent, Subsidiary or Affiliate.

        (i)    "Corporation" shall mean GFInet inc., a Delaware corporation.

        (j)    "Disability" shall have the same meaning as the term "permanent and total disability" under Section 22(e)(3) of the Code.

        (k)   "Employee" shall mean a common law employee of the Corporation or of any Parent, Subsidiary or Affiliate.

        (l)    "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

        (m)  "Executive" means an employee of the Corporation or of any Parent, Subsidiary or Affiliate whose compensation is subject to the deduction limitations set forth under Code Section 162(m).

        (n)   "Fair Market Value" of the Corporation's Common Stock on a Trading Day shall mean the last reported sale price for Common Stock or, in case no such reported sale takes place on such Trading Day, the average of the closing bid and asked prices for the Common Stock for such Trading Day, in either case on the principal national securities exchange on which the Common Stock is listed or admitted to trading, or if the Common Stock is not listed or admitted to trading on any national securities exchange, but is traded in the over-the-counter market, the closing sale price of the Common Stock or, if no sale is publicly reported, the average of the closing bid and asked quotations for the Common Stock, as reported by the National Association of Securities Dealers Automated Quotation System ("NASDAQ") or any comparable system or, if the Common Stock is not listed on NASDAQ or a comparable system, the closing sale price of the Common Stock or, if no sale is publicly reported, the average of the closing bid and asked prices, as furnished by two members of the National Association of Securities Dealers, Inc. who make a market in the Common Stock selected from time to time by the Corporation for that purpose. In addition, for purposes of this definition, a "Trading Day" shall mean,

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if the Common Stock is listed on any national securities exchange, a business day during which such exchange was open for trading and at least one trade of Common Stock was effected on such exchange on such business day, or, if the Common Stock is not listed on any national securities exchange but is traded in the over-the-counter market, a business day during which the over-the-counter market was open for trading and at least one "eligible dealer" quoted both a bid and asked price for the Common Stock. An "eligible dealer" for any day shall include any broker-dealer who quoted both a bid and asked price for such day, but shall not include any broker-dealer who quoted only a bid or only an asked price for such day. In the event the Corporation's Common Stock is not publicly traded, the Fair Market Value of such Common Stock shall be determined by the Committee in good faith in whatever manner it considers appropriate.

        (o)   "Good Cause" shall, with respect to any Optionee, have the equivalent meaning (or the same meaning as "cause" or "for cause") set forth in any employment agreement between the Optionee and the Corporation or Parent, Subsidiary or Affiliate or, in the absence of any such agreement, such term shall mean (i) except as otherwise set forth in clause (iii) below, the Optionee's continuing misconduct or willful or gross negligence in the performance of his or her duties for the Corporation or for any Parent, Subsidiary or Affiliate after service of a thirty (30) day prior written notice (the "Thirty-Day Notice") of such misconduct or negligence, (ii) the Optionee's intentional or habitual neglect of his or her duties for the Corporation or for any Parent, Subsidiary or Affiliate after service of a Thirty-Day Notice of such neglect, (iii) the Optionee's theft or misappropriation of funds or other property of the Corporation or of any Parent, Subsidiary or Affiliate, fraud, criminal misconduct, breach of fiduciary duty or dishonesty in the performance of his or her duties on behalf of the Corporation or any Parent, Subsidiary or Affiliate or conviction of a felony, or crime of moral turpitude or any other conduct reflecting adversely upon the Corporation or any Parent, Subsidiary or Affiliate, (iv) the Optionee's violation of any covenant not to compete, not to solicit employees, customers or suppliers of goods or services to the Company, or not to disclose confidential information with respect to the Corporation or any Parent, Subsidiary or Affiliate (including, but in no way limited to, any such covenant included in an Award Agreement or Employment Agreement), (v) the Optionee's termination of employment with the Corporation, or any Parent, Subsidiary or Affiliate without the written consent of such employer or (vi) the direct or indirect breach by the Optionee of the terms of a confidentiality agreement, employment agreement or consulting contract with the Corporation or any Parent, Subsidiary or Affiliate.

        (p)   "Good Reason" shall, with respect to any Optionee, have the equivalent meaning set forth in any employment agreement between the Optionee and the Corporation or any Parent, Subsidiary or Affiliate or, in the absence of any such defined meaning in any such agreement, the meaning, if any, that may be set forth in the applicable Option granted to such Optionee.

        (q)   "Incentive Stock Option" shall mean a stock option satisfying the requirements for tax-favored treatment under Section 422 of the Code.

        (r)   "Non-Qualified Option" shall mean a stock option which does not satisfy the requirements for, or which is not intended to be eligible for, tax-favored treatment under Section 422 of the Code.

        (s)   "Option" shall mean an Incentive Stock Option or a Non-Qualified Stock Option granted pursuant to the provisions of Section VI hereof.

        (t)    "Optionee" shall mean an individual who is granted an Option under the terms of the Plan.

        (u)   "Outside Directors" shall mean members of the Board of Directors of the Corporation who are classified as "outside directors" under Section 162(m) of the Code.

        (v)   "Parent" shall mean a parent corporation of the Corporation within the meaning of Section 424(e) of the Code.

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        (w)  "Securities Act" shall mean the Securities Act of 1933, as amended, and the rules and regulations thereunder.

        (x)   "Subsidiary" shall mean a subsidiary corporation of the Corporation within the meaning of Section 424(f) of the Code.

        (y)   "Termination of Consulting Relationship" shall mean the cessation, abridgment or termination of a Consultant's Consulting Relationship with the Corporation or any Parent, Subsidiary or Affiliate as a result of (i) the Consultant's death or Disability, (ii) the cancellation, annulment, expiration, termination or breach of the written consulting contract between the Corporation (or any Parent, Subsidiary or Affiliate) and the Consultant (or any other entity) giving rise to the Consulting Relationship or (iii) if the written consulting contract is not directly between the Corporation (or any Parent, Subsidiary or Affiliate) and the Consultant, the Consultant's termination of service with, or sale of all or substantially all of his or her equity interest in, the entity which has entered into the written consulting contract with the Corporation, Parent, Subsidiary or Affiliate.

II
ADMINISTRATION

        The Plan shall be administered by the Committee, which shall be composed of the entire Board of Directors or of two or more Non-Employee Directors, as defined in Rule 16b-3(b)(3) promulgated under the Exchange Act (to the extent Section 16 of the Exchange Act is applicable to Options granted hereunder) and who also qualify as "Outside Directors" (but only with respect to the period during which Options granted hereunder are subject to the deduction limitations of Section 162(m) of the Code). Subject to the provisions of the Plan, the Committee may establish from time to time such regulations, provisions, proceedings and conditions of awards which, in its sole opinion, may be advisable in the administration of the Plan. A majority of the Committee shall constitute a quorum, and, subject to the provisions of Section V of the Plan, the acts of a majority of the members present at any meeting at which a quorum is present, or acts approved in writing by all of the members of the Committee, shall be the acts of the Committee as a whole.

III
SHARES AVAILABLE

        Subject to the adjustments provided in Section VII of the Plan, the aggregate number of shares of the Common Stock which may be granted for all purposes under the Plan shall be 20 Million (20,000,000) shares. Shares of Common Stock underlying awards of securities (derivative or not) shall be counted against the limitation set forth in the immediately preceding sentence and may be reused to the extent that the related Option to any individual is settled in cash, expires, is terminated unexercised, or is forfeited. Common Stock granted to satisfy Options under the Plan may be authorized and unissued shares of the Common Stock, issued shares of such Common Stock held in the Corporation's treasury or shares of Common Stock acquired on the open market.

IV
ELIGIBILITY

        Officers and key employees of the Corporation (or of any Parent, Subsidiary or Affiliate) who are Employees, and Consultants, and directors of the Corporation or of any Parent, Subsidiary or Affiliate, shall be eligible to participate in the Plan. Where appropriate under the Plan, directors who are not Employees shall be referred to as "employees" and their service as directors as "employment".

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V
AUTHORITY OF COMMITTEE

        The Plan shall be administered by, or under the direction of, the Committee, which shall administer the Plan so as to comply at all times with Section 16 of the Exchange Act and the rules and regulations promulgated thereunder, to the extent such compliance is required, and shall otherwise have plenary authority to interpret the Plan and to make all determinations specified in or permitted by the Plan or deemed necessary or desirable for its administration or for the conduct of the Committee's business. All interpretations and determinations of the Committee may be made on an individual or group basis and shall be final, conclusive and binding on all interested parties. Subject to the express provisions of the Plan, the Committee shall have authority, in its discretion, to determine the persons to whom Options shall be granted, the times when such Options shall be granted, the number of Options, the exercise price of each Option, the period(s) during which an Option shall be exercisable (whether in whole or in part), the restrictions to be applicable to Options and the other terms and provisions thereof (which need not be identical). In addition, the authority of the Committee shall include, without limitation, the following:

        (a)    Financing.    The arrangement of temporary financing for an Optionee by registered broker-dealers, under the rules and regulations of the Federal Reserve Board, for the purpose of assisting an Optionee in the exercise of an Option, such authority to include the payment by the Corporation of the commissions of the broker-dealer;

        (b)    Procedures for Exercise of Option.    The establishment of procedures for an Optionee (i) to exercise an Option by payment of cash, (ii) to have withheld from the total number of shares of Common Stock to be acquired upon the exercise of an Option that number of shares having a Fair Market Value, which, together with such cash as shall be paid in respect of fractional shares, shall equal the Option exercise price of the total number of shares of Common Stock to be acquired, (iii) to exercise all or a portion of an Option by delivering that number of shares of Common Stock already owned by him or her having a Fair Market Value which shall equal the Option exercise price for the portion exercised and, in cases where an Option is not exercised in its entirety, and subject to the requirements of the Code, to permit the Optionee to deliver the shares of Common Stock thus acquired by him or her in payment of shares of Common Stock to be received pursuant to the exercise of additional portions of such Option, the effect of which shall be that an Optionee can in sequence utilize such newly acquired shares of Common Stock in payment of the exercise price of the entire Option, together with such cash as shall be paid in respect of fractional shares and (iv) to engage in any form of "cashless" exercise. The Committee may, in its sole discretion, require that an exercise described under any one or more of the methods described under clauses (ii), (iii) or (iv) of the immediately preceding sentence (to the extent such exercise is, or is deemed to constitute, an exercise effected by the tendering of Common Stock) be consummated with Common Stock (i) held by the Optionee for at least six (6) months or (ii) acquired by the Optionee other than under the Plan or a similar program.

        (c)    Withholding.    The establishment of a procedure whereby a number of shares of Common Stock may be withheld from the total number of shares of Common Stock to be issued upon exercise of an Option or for the tender of shares of Common Stock owned by any Optionee to meet any obligation of withholding for taxes incurred by the Optionee upon such exercise. The Committee may, in its sole discretion, require that if any such withholding is effected by the tendering of Common Stock, such withholding shall be consummated with Common Stock (i) held by the Optionee for at least six (6) months or (ii) acquired by the Optionee other than under the Plan or a similar program.

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VI
STOCK OPTIONS

        The Committee shall have the authority, in its discretion, to grant Incentive Stock Options or to grant Non-Qualified Stock Options or to grant both types of Options. Notwithstanding anything contained herein to the contrary, an Incentive Stock Option may be granted only to common law employees of the Corporation or of any Parent or Subsidiary now existing or hereafter formed or acquired, and not to any director or officer who is not also such a common law employee. In order for an Option grant to satisfy the "performance-based compensation" exemption to the deduction limitation under Code Section 162(m), the maximum number of shares of Common Stock subject to Options which may be granted to any single Executive during any one calendar year, beginning with the year grants under the Plan first become subject to such deduction limitations, is 6.67 Million (6,670,000). The terms and conditions of the Options shall be determined from time to time by the Committee; provided, however, that the Options granted under the Plan shall be subject to the following:

        (a)    Exercise Price.    The Committee shall establish the exercise price at the time any Option is granted at such amount as the Committee shall determine; provided, however, that the exercise price for each share of Common Stock purchasable under any Option which is intended to satisfy the performance-based compensation exemption to the deduction limitation under Section 162(m) of the Code or any Incentive Stock Option granted hereunder shall be such amount as the Committee shall, in its best judgment, determine to be not less than one hundred percent (100%) of the Fair Market Value per share of Common Stock at the date the Option is granted; and provided, further, that in the case of an Incentive Stock Option granted to a person who, at the time such Incentive Stock Option is granted, owns shares of stock of the Corporation or of any Parent, Subsidiary or Affiliate which possess more than ten percent (10%) of the total combined voting power of all classes of shares of stock of the Corporation or of any Parent, Subsidiary or Affiliate, the exercise price for each share of Common Stock shall be such amount as the Committee, in its best judgment, shall determine to be not less than one hundred ten percent (110%) of the Fair Market Value per share of Common Stock at the date the Option is granted. The exercise price will be subject to adjustment in accordance with the provisions of Section VII of the Plan.

        (b)    Payment of Exercise Price.    The exercise price per share of Common Stock with respect to each Option shall be payable at the time the Option is exercised. Such price shall be payable in cash or pursuant to any of the other methods set forth in Sections V(a) or (b) hereof, as determined by the Committee. Shares of Common Stock delivered to the Corporation in payment of the exercise price shall be valued at the Fair Market Value of the Common Stock on the date preceding the date of the exercise of the Option.

        (c)    Exercisability of Options.    Except as provided in Section VI(e) hereof, each Option shall be exercisable in whole or in installments, and at such time(s), and subject to the fulfillment of any conditions on, and to any limitations on, exercisability as may be determined by the Committee at the time of the grant of such Options. The right to purchase shares of Common Stock shall be cumulative so that when the right to purchase any shares of Common Stock has accrued such shares of Common Stock or any part thereof may be purchased at any time thereafter until the expiration or termination of the Option. Notwithstanding the above, no Option granted under this Plan may be exercised prior to the first to occur of (i) the consummation of an initial public offering of any class of the Corporation's equity securities or (ii) the date upon which (a) Magnetic Holdings International (DE) LLC, (b) Magnetic Holdings International (DNE) LLC, (c) Magnetic Holdings International (FE) LLC, or (d) Magnetic Holdings International (FNE) LLC distributes to its members the shares it owns of the Corporation's Common Stock. Furthermore, no Option granted hereunder may be exercised prior to the initial public offering of the Corporation's Common Stock unless the Optionee desiring to exercise

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such Option enters into a shareholders' agreement containing restrictions on the transfer of such Common Stock and other similar items in the form and substance as is acceptable to the Committee.

        (d)    Expiration of Options.    No Incentive Stock Option by its terms shall be exercisable after the expiration of ten (10) years from the date of grant of the Option; provided, however, in the case of an Incentive Stock Option granted to a person who, at the time such Option is granted, owns shares of stock of the Corporation or of any Parent, Subsidiary or Affiliate possessing more than ten percent (10%) of the total combined voting power of all classes of shares of stock of the Corporation or of any Parent, Subsidiary or Affiliate, such Option shall not be exercisable after the expiration of five (5) years from the date such Option is granted.

        (e)    Exercise Upon Optionee's Termination of Employment or Termination of Consulting Relationship.    If the employment of an Optionee by the Corporation or by any Parent, Subsidiary or Affiliate is terminated for any reason, any Incentive Stock Option granted to such Optionee may not be exercised later than three (3) months (one (1) year in the case of termination due to death or Disability) after the date of such termination of employment. An Optionee who is both an employee (or a Consultant) and a director of the Corporation and/or any Parent, Subsidiary or Affiliate (with respect to any Non-Qualified Option that may have been granted to him or her) shall be considered to have incurred a termination of employment (or a Termination of Consulting Relationship) only upon his or her termination of service both as an employee (or as a Consultant) and as a director. Furthermore, (i) if an Optionee's employment (or Consulting Relationship) is terminated by the Corporation or by any Parent, Subsidiary or Affiliate for Good Cause, (ii) if an Optionee voluntarily terminates his or her employment other than (A) for Good Reason or for Disability or (B) with the written consent of the Committee, regardless of whether such Optionee continues to serve as a director of the Corporation or of any Parent, Subsidiary or Affiliate, or (iii) if the Optionee's rights hereunder are terminated for Good Cause, then the Optionee shall, at the time of such termination, forfeit all of his or her rights to exercise any and all of the outstanding Option(s) theretofore granted to him or her.

        (f)    Maximum Amount of Incentive Stock Options.    Each Option under which Incentive Stock Options are granted shall provide that to the extent the sum of (i) the Fair Market Value of the shares of Common Stock (determined as of the time of the grant of the Option) subject to such Incentive Stock Option plus (ii) the fair market values (determined as of the date(s) of grant of the option(s)) of all other shares of Common Stock subject to incentive stock options granted to an Optionee by the Corporation or any Parent, Subsidiary or Affiliate, which are exercisable for the first time by any person during any calendar year, exceed(s) One Hundred Thousand Dollars ($100,000), such excess shares of Common Stock shall not be deemed to be purchasable pursuant to Incentive Stock Options. The terms of the immediately preceding sentence shall be applied by taking all options, whether or not granted under the Plan, into account in the order in which they are granted.

        (g)    Dividend Equivalents for Outstanding Options.    The Committee may, in its sole discretion, provide that amounts equivalent to dividends shall be payable with respect to one or more shares of Common Stock subject to vested but unexercised Option(s) granted to an Optionee. Subject to the terms contained in the appropriate Option, dividend equivalents related to an Optionee's Options(s) shall be credited to a suspense account (and remain the property of the Corporation) at such times (and in such amounts) as are dividends payable to the then shareholders of record of the Corporation's Common Stock. Dividend equivalents shall be payable to the Optionee in cash or in Common Stock, as set forth under the terms of the Option, if and at such time as the related Option(s) are exercised.

        (h)    Reload Options.    (i) Concurrently with the award of an Option (for these purposes, the "Primary Option") to an Optionee, the Committee may, in its sole discretion, authorize the award of an additional Option or Options (hereinafter referred to as "Reload Options") to such Optionee providing for the purchase of shares of Common Stock in an amount equal to the sum of:

        (A)  the number of shares of Common Stock, if any, used to exercise the Primary Option; and

7

        (B)  to the extent authorized by the Committee, the number of shares of Common Stock used to satisfy any tax withholding requirement related to the exercise of the Primary Option.

For purposes of this subsection (h), upon its exercise a Reload Option shall be treated as a Primary Option.

        (ii)   The grant of a Reload Option will become effective upon the exercise of the Primary Option. At the discretion of the Committee, a Reload Option may be an Incentive Stock Option.

        (iii)  To the extent that the exercise of any Option will result in the award of a Reload Option, the Award Agreement under which such Option is granted must provide that the exercise of such Primary Option will result in the award of a related Reload Option, which will be evidenced under a separate Award Agreement. The terms of such Award Agreement shall include, among other items, provisions providing that (A) the exercise price per share of Common Stock available for purchase under the Reload Option shall be no less than 100% of the Fair Market Value of such Common Stock on the date the Reload Option is granted and (B) the term of the Reload Option shall not extend beyond the remaining term of the Primary Option.

        (iv)  Notwithstanding the above, no Reload Option will be granted pursuant to the exercise of a Primary Option if such exercise occurs after the termination of the Optionee's employment with the Corporation and each Parent, Subsidiary or Affiliate.

VII
ADJUSTMENT OF SHARES; MERGER OR
CONSOLIDATION, ETC. OF THE CORPORATION

        (a)    Recapitalization, Etc.    In the event there is any change in the outstanding Common Stock of the Corporation by reason of any reorganization, recapitalization, stock split, stock dividend, combination of shares or otherwise, there shall be substituted for or added to each share of Common Stock theretofore appropriated or thereafter subject, or which may become subject, to any Option, the number and kind of shares of stock or other securities into which each outstanding share of Common Stock shall be so changed or for which each such share shall be exchanged, or to which each such share shall be entitled, as the case may be, and the per share price thereof also shall be appropriately adjusted. Notwithstanding the foregoing, (i) each such adjustment with respect to an Incentive Stock Option shall comply with the rules of Section 424(a) of the Code and (ii) in no event shall any adjustment be made which would render any Incentive Stock Option granted hereunder to be other than an incentive stock option for purposes of Section 422 of the Code.

        (b)    Merger, Consolidation or Change in Control of Corporation.    Upon (i) the merger or consolidation of the Corporation with or into another corporation (pursuant to which the stockholders of the Corporation immediately prior to such merger or consolidation will not, as of the date of such merger or consolidation, own a beneficial interest in shares of voting securities of the corporation surviving such merger or consolidation having at least a majority of the combined voting power of such corporation's then outstanding securities), if the agreement of merger or consolidation does not provide for (1) the continuance of the Options granted hereunder or (2) the substitution of new options for Options granted hereunder, or for the assumption of such Options by the surviving corporation, (ii) the dissolution, liquidation, or sale of all or substantially all the assets of the Corporation to a person unrelated to the Corporation or to a direct or indirect owner of a majority of the voting power of the Corporation's then outstanding voting securities (such sale of assets being referred to as an "Asset Sale") or (iii) the Change in Control of the Corporation, then the holder of any such Option theretofore granted and still outstanding (and not otherwise expired) shall have the right immediately prior to the effective date of such merger, consolidation, dissolution, liquidation, Asset Sale or Change in Control of the Corporation to exercise such Option(s) in whole or in part without regard to any installment provision that may have been made part of the terms and conditions of such Option(s);

8

provided that all conditions precedent to the exercise of such Option(s), other than the passage of time, have occurred. The Corporation, to the extent practicable, shall give advance notice to affected Optionees of such merger, consolidation, dissolution, liquidation, Asset Sale or Change in Control of the Corporation. Unless otherwise provided in the subject Award Agreement or merger, consolidation or Asset Sale agreement, all such Options which are not so exercised shall be forfeited as of the effective time of such merger, consolidation, dissolution, liquidation or Asset Sale (but not in the case of a Change in Control of the Corporation). In the event the Corporation becomes a subsidiary of another corporation (the "New Parent Corporation") with respect to which the stockholders of the Corporation (as determined immediately before such transaction) own, immediately after such transaction, a beneficial interest in shares of voting securities of the New Parent Corporation having at least a majority of the combined voting power of such New Parent Corporation's then outstanding securities, there shall be substituted for Options granted hereunder, options to purchase common stock of the New Parent Corporation. The substitution described in the immediately preceding sentence shall be effected in a manner such that any option granted by the New Parent Corporation to replace an Incentive Stock Option granted hereunder shall satisfy the requirements of Section 422 of the Code.

        (c)    Definition of Change in Control of the Corporation.    As used herein, a "Change in Control of the Corporation" shall be deemed to have occurred if any person (including any individual, firm, partnership or other entity) together with all Affiliates and Associates (as defined under Rule 12b-2 of the General Rules and Regulations promulgated under the Exchange Act) of such person (but excluding (i) a trustee or other fiduciary holding securities under an employee benefit plan of the Corporation or any subsidiary of the Corporation, (ii) a corporation owned, directly or indirectly, by the stockholders of the Corporation in substantially the same proportions as their ownership of the Corporation, (iii) the Corporation or any subsidiary of the Corporation or (iv) only as provided in the immediately following sentence, an Optionee together with all Affiliates and Associates of the Optionee) who is not a stockholder or an Affiliate or Associate of a stockholder of the Corporation on the date of stockholder approval of the Plan is or becomes the Beneficial Owner (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Corporation representing Forty Percent (40%) or more of the combined voting power of the Corporation's then outstanding securities. The provisions of clause (iv) of the immediately preceding sentence shall apply only with respect to the Option(s) held by the Optionee who, together with his or her Affiliates or Associates, if any, is or becomes the direct or indirect Beneficial Owner of the percentage of securities set forth in such clause. Notwithstanding the above, any Change in Control of the Corporation will not include any acquisition of any securities of the Corporation pursuant to a private placement of the Corporation's equity securities prior to the date, if any, on which any class of the Corporation's equity securities become readily tradable on a recognized national securities exchange.

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VIII
MISCELLANEOUS PROVISIONS

        (a)    Administrative Procedures.    The Committee may establish any procedures determined by it to be appropriate in discharging its responsibilities under the Plan. All actions and decisions of the Committee shall be final.

        (b)    Assignment or Transfer.    No grant or award of any Option (other than a Non-Qualified Option) or any rights or interests therein shall be assignable or transferable by an Optionee except by will or the laws of descent and distribution or pursuant to a domestic relations order. During the lifetime of an Optionee, Incentive Stock Options granted hereunder shall be exercisable only by the Optionee.

        (c)    Investment Representation.    With respect to shares of Common Stock received pursuant to the exercise of an Option, the Committee may require, as a condition of receiving such securities, that the Optionee furnish to the Corporation such written representations and information as the Committee deems appropriate to permit the Corporation, in light of the existence or nonexistence of an effective registration statement under the Securities Act, to deliver such securities in compliance with the provisions of the Securities Act.

        (d)    Withholding Taxes.    In the case of the issuance or distribution of Common Stock or other securities hereunder upon the exercise of any Option, the Corporation, as a condition of such issuance or distribution, may require the payment (through withholding from the Optionee's salary, reduction of the number of shares of Common Stock or other securities to be issued, or otherwise) of any federal, state, local or foreign taxes required to be withheld. Each Optionee may satisfy the withholding obligations by paying to the Corporation (or the appropriate Parent, Subsidiary or Affiliate) a cash amount equal to the amount required to be withheld or, subject to the Committee's consent thereto, by tendering to the Corporation (or to the appropriate Parent, Subsidiary or Affiliate) a number of shares of Common Stock having a value equivalent to such cash amount, or by use of any available procedure approved by the Committee as described under Section V(c) hereof.

        (e)    Costs and Expenses.    The costs and expenses of administering the Plan shall be borne by the Corporation and shall not be charged against any award nor to any individual receiving an Option.

        (f)    Funding of Plan.    The Plan shall be unfunded. The Corporation shall not be required to segregate any of its assets to assure the payment of any Option under the Plan. Neither the Optionees nor any other persons shall have any interest in any fund or in any specific asset or assets of the Corporation or any other entity by reason of any Option, except to the extent expressly provided hereunder.

        (g)    Other Incentive Plans.    The adoption of the Plan does not preclude the adoption by appropriate means of any other incentive plan for employees.

        (h)    Plurals and Gender.    Where appearing in the Plan, the masculine gender shall include the feminine and neuter genders, and the singular shall include the plural, and vice versa, unless the context clearly indicates a different meaning.

        (i)    Headings.    The headings and sub-headings in the Plan are inserted for the convenience of reference only and are to be ignored in any construction of the provisions hereof.

        (j)    Severability.    In case any provision of the Plan shall be held illegal or void, such illegality or invalidity shall not affect the remaining provisions of the Plan, but shall be fully severable, and the Plan shall be construed and enforced as if said illegal or invalid provisions had never been inserted herein.

        (k)    Liability and Indemnification.    (i) Neither the Corporation nor any Parent, Subsidiary or Affiliate shall be responsible in any way for any action or omission of the Committee, or any other

10

fiduciaries in the performance of their duties and obligations as set forth in the Plan. Furthermore, neither the Corporation nor any Parent, Subsidiary or Affiliate shall be responsible for any act or omission of any of their agents, or with respect to reliance upon advice of their counsel, provided that the Corporation and/or the appropriate Parent, Subsidiary or Affiliate relied in good faith upon the action of such agent or the advice of such counsel.

(ii)

Neither the Corporation, any Parent, Subsidiary or Affiliate, the Committee, nor any agents, employees, officers, directors or shareholders of any of them, nor any other person shall have any liability or responsibility with respect to the Plan, except as expressly provided herein.

        (l)    Incapacity.    If the Committee shall receive evidence satisfactory to it that a person entitled to exercise any Option is, at the time when such Option becomes exercisable, a minor, or is physically or mentally incompetent to receive such Option and to give a valid release thereof, and that another person or an institution is then maintaining or has custody of such person and that no guardian, committee or other representative of the estate of such person shall have been duly appointed, the Committee may permit such Option to be exercised by such other person or institution, including a custodian under a Uniform Gifts to Minors Act or corresponding legislation (who shall be an adult, a guardian of the minor or a trust company), and the release by such other person or institution shall be a valid and complete discharge for the exercise of such Option.

        (m)    Cooperation of Parties.    All parties to the Plan and any person claiming any interest hereunder agree to perform any and all acts and execute any and all documents and papers which are necessary or desirable for carrying out the Plan or any of its provisions.

        (n)    Governing Law; Venue.    All questions pertaining to the validity, construction and administration of the Plan shall be determined in accordance with the laws of the State of New York, without regard to its principles of conflicts of law. Furthermore, in the event any action is brought by any individual with respect to a claim or claims under this Plan, the venue for such action shall be the courts of the State of New York located within the County of New York; provided, however if the federal courts have subject matter jurisdiction, any action shall be commenced and maintained in the federal court located in the Southern District of the State of New York. In any such action or proceeding, each party hereto waives personal service of any summons, complaint or other process and agrees that service thereof may be made in accordance with subsection (p) of this Article VIII. Within 30 days after such service, or such other time as may be mutually agreed upon in writing by the attorneys for the parties to such action or proceeding, the party so served shall appear or answer such summons, complaint or other process. Should the party so served fail to appear or answer within such 30-day period or such extended period, as the case may be, such party shall be deemed in default and judgment may be entered against such party for the amount as demanded in any summons, complaint or other process so served.

        (o)    Nonguarantee of Employment or Consulting Relationship.    Nothing contained in the Plan shall be construed as a contract of employment (or as a consulting contract) between the Corporation (or any Parent, Subsidiary or Affiliate), and any employee or Optionee, as a right of any employee or Optionee to be continued in the employment of (or in a Consulting Relationship with) the Corporation (or any Parent, Subsidiary or Affiliate), or as a limitation on the right of the Corporation or any Parent, Subsidiary or Affiliate to discharge any of its employees (or Consultants), at any time, with or without cause (but subject to the terms of any applicable employment or consulting agreement).

        (p)    Notices.    Each notice relating to the Plan shall be in writing and delivered in person, by recognized overnight courier or by certified mail to the proper address. Except as otherwise provided in any Award Agreement with respect to the exercise thereunder, all notices to the Corporation or the Committee shall be addressed to it at 100 Wall Street, New York, New York 10005, Attn: General Counsel. All notices to Optionees, beneficiaries or other persons acting for or on behalf of such

11

persons shall be addressed to such person at the last address for such person maintained in the Committee's records.

        (q)    Written Agreements.    Each Option shall be evidenced by a signed written agreement between the Corporation and the Optionee containing the terms and conditions of the award.

IX
AMENDMENT OR TERMINATION OF PLAN

        The Board of Directors of the Corporation shall have the right to amend, suspend or terminate the Plan at any time, provided that no amendment shall be made which shall increase the total number of shares of the Common Stock of the Corporation which may be issued and sold pursuant to Incentive Stock Options, reduce the minimum exercise price in the case of an Incentive Stock Option or modify the provisions of the Plan relating to eligibility with respect to Incentive Stock Options unless such amendment is made by or with the approval of the stockholders of the Corporation within 12 months of the effective date of such amendment, but only if such approval is required by any applicable provision of law. Furthermore, no amendment to the Plan may change (i) the maximum amount of Options that may be granted on an annual basis or (ii) the exercise price of any options granted hereunder without the prior approval of the Corporation's stockholders in the manner required under Section 162(m) of the Code; provided, however, that such stockholder consent is required only during such period that the deduction limitations under Code Section 162(m) apply to Options granted under the Plan. The Board of Directors of the Corporation shall also be authorized to amend the Plan and the Options granted thereunder to maintain qualification as "incentive stock options" within the meaning of Section 422 of the Code, if applicable. Except as otherwise provided herein, no amendment, suspension or termination of the Plan shall alter or impair any Option previously granted under the Plan without the consent of the holder thereof.

X
TERM OF PLAN

        The Plan shall automatically terminate on the day immediately preceding the tenth (10^th) anniversary of the date the Plan was adopted by the Board of Directors of the Corporation, unless sooner terminated by such Board of Directors. No Options may be granted under the Plan subsequent to the termination of the Plan.

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OPTION NO. 01-NQO-[            ]

GFInet inc.

2000 Stock Option Plan

NON-QUALIFIED STOCK OPTION

Granted To

[                        ]

Number of Shares: [            ]	Price per Share: $[                        ]
Date Granted: [                        ], 2001	Expiration Date: [                        ], 2011

NON-QUALIFIED STOCK OPTION AGREEMENT

        AGREEMENT made as of this [    ] day of [    ], 2001 (the "Date of Grant") between GFInet inc., a Delaware corporation (hereinafter referred to as the "Company"), and [    ], residing at                        (hereinafter referred to as the "Employee").

W I T N E S S E T H:

WHEREAS, the Company desires, in connection with the employment of the Employee and in accordance with its 2000 Stock Option Plan (the "Plan"), to provide the Employee with an opportunity to acquire Common Stock, par value $0.01 per share (hereinafter referred to as "Common Stock"), of the Company on favorable terms and thereby increase his or her proprietary interest in the continued progress and success of the business of the Company;

        NOW, THEREFORE, in consideration of the premises, the mutual covenants herein set forth and other good and valuable consideration, the Company and the Employee hereby agree as follows:

        1.    Confirmation of Grant of Option.    Pursuant to a determination by the Committee, the Company, subject to the terms of the Plan and this Agreement, hereby grants to the Employee as a matter of separate inducement and agreement, and in addition to and not in lieu of salary or other compensation for services, the right to purchase (hereinafter referred to as the "Option") an aggregate of [            ] shares of Common Stock, subject to adjustment as provided in the Plan (such shares, as adjusted, hereinafter being referred to as the "Shares"). The Option is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").

        2.    Purchase Price.    The purchase price of shares of Common Stock covered by the Option will be the amount per share set forth in column 1 of Schedule A hereto.

        3.    Exercise of Option.    The Option shall be exercisable on the terms and conditions hereinafter set forth:

        (a)   The Option shall vest and become exercisable cumulatively as to the amounts of the number of Shares originally subject thereto (after giving effect to any adjustment pursuant to the Plan), on the dates indicated in column 3 of Schedule A hereto.

        (b)   The Option may be exercised pursuant to the provisions of this Section 3, by notice and payment to the Company as provided in Sections 9 and 14 hereof.

        4.    Term of Option.    The term of the Option shall be the period of years from the Date of Grant specified in column 4 of Schedule A hereto, subject to earlier termination or cancellation as provided in this Agreement. This Option, to the extent unexercised, shall expire on the day immediately prior to the date specified in Column 5 of Schedule A hereto. The holder of the Option shall not have any rights to dividends or any other rights of a stockholder with respect to any shares of Common Stock subject to the Option until such shares shall have been issued to him or her (as evidenced by the appropriate entry on the books of the Company or a duly authorized transfer agent of the Company) provided that the date of issuance shall not be earlier than the date this Option is exercised and payment of the full purchase price of the shares of Common Stock (with respect to which this Option is exercised) is made to the Company.

        5.    Non-transferability of Option.    The Option shall not be assigned, transferred or otherwise disposed of, or pledged or hypothecated in any way, and shall not be subject to execution, attachment or other process, except as may be provided in the Plan. Any assignment, transfer, pledge, hypothecation or other disposition of the Option attempted contrary to the provisions of the Plan, or any levy of execution, attachment or other process attempted upon the Option, will be null and void and without effect. Any attempt to make any such assignment, transfer, pledge, hypothecation or other

2

disposition of the Option will cause the Option to terminate immediately upon the happening of any such event; provided, however, that any such termination of the Option under the foregoing provisions of this Section 5 will not prejudice any rights or remedies which the Company or any Parent or Subsidiary may have under this Agreement or otherwise.

        6.    Exercise Upon Cessation of Employment.    (a) If the Employee at any time ceases to be an Employee of the Company and of any Parent or Subsidiary (i) by reason of his or her discharge for Good Cause, (ii) by reason of his or her violation of any provision of Section 21 of this Agreement, or (iii) due to his or her voluntary termination of employment without the written consent of the Committee, the Option shall terminate immediately and the Employee shall forfeit all rights hereunder. If the Employee at any time violates any provision of Section 21 of this Agreement and does not cease to be an Employee of the Company as a result of such violation, the Option shall terminate immediately upon such violation and the Employee shall forfeit all rights hereunder; provided, however, that the Company shall have the right, in its sole discretion, to elect not to terminate the Option in whole or in part. If, however, the Employee for any other reason (other than Disability or death) ceases to be an Employee of the Company and of any Parent or Subsidiary, the Option shall, subject to the provisions of Section 5 hereof, be exercisable by the Employee at any time within the period specified in column 6 of Schedule A hereto after such cessation of employment, at the end of which period the Option, to the extent not then exercised, shall terminate and the Employee shall forfeit all rights hereunder, even if the Employee subsequently returns to the employ of the Company or any Parent or Subsidiary. For purposes of the immediately preceding sentence, the Employee's vested interest in the Option (as set forth in column 3 of Schedule A hereof) shall be determined as if he or she remained in the employ of the Company during the post-employment period described in the immediately preceding sentence. In no event, however, may the Option be exercised after the expiration of the term provided in column 4 of Schedule A hereof.

        (b)   The Option shall not be affected by any change of duties or position of the Employee so long as the Employee continues to be an a full-time Employee of the Company or of any Parent or Subsidiary thereof. If the Employee is granted a temporary leave of absence, such leave of absence shall be deemed a continuation of his or her employment by the Company or of any Parent or Subsidiary thereof for the purposes of this Agreement, but only if and so long as the employing corporation consents thereto.

        7.    Exercise Upon Death or Disability.    (a) If the Employee dies while he is employed by the Company or by any Parent or Subsidiary, and on or after the first date upon which he would have been entitled to exercise the Option under the provisions of Section 3 hereof, the Option may, subject to the provisions of Section 5 hereof, be exercised (to the same extent the Employee would have been entitled under Section 3 hereof to exercise the Option immediately prior to his or her death), by the estate of the Employee (or by the person or persons who acquire the right to exercise the Option by written designation of the Employee) at any time within the period specified in column 7 of Schedule A hereto after the date of such termination of employment. For purposes of the immediately preceding sentence, the Employee's vested interest in the Option (as set forth in Section 3(a) hereof) shall be determined as if he or she remained in the employ of the Company during the post-employment period described in the immediately preceding sentence.

        (b)   In the event that the employment of the Employee by the Company and any Parent or Subsidiary is terminated by reason of the Disability of the Employee and on or after the first date upon which he would have been entitled to exercise the Option under the provisions of Section 3 hereof, the Option may, subject to the provisions of Section 5 hereof, be exercised by the Employee within the period specified in column 7 of schedule A hereto after the date of such termination of employment, at the end of which period the Option, to the extent not then exercised, shall terminate and the Employee shall forfeit all rights hereunder even if the Employee subsequently returns to the employ of the Company or any Parent or Subsidiary. For purposes of

3

the immediately preceding sentence, the Employee's vested interest in the Option (as set forth in Section 3(a) hereof) shall be determined as if he or she remained in the employ of the Company during the post-employment period described in the immediately preceding sentence. In no event, however, may the Option be exercised after the expiration of the term provided in Section 4 hereof.

        8.    Registration.    At the time of issuance, the shares of Common Stock subject hereto and issuable upon the exercise hereof may not be registered under the Securities Act of 1933, as amended, and, if required upon the request of counsel to the Company, the Employee will give a representation as to his or her investment intent with respect to such shares prior to their issuance as set forth in Section 9 hereof. The Company may register or qualify the shares covered by the Option for sale pursuant to the Securities Act of 1933, as amended, at any time prior to or after the exercise in whole or in part of the Option.

        9.    Method of Exercise of Option.    (a) Subject to the terms and conditions of this Agreement, the Option shall be exercisable by notice in the manner set forth in Exhibit A hereto (the "Notice") and provision for payment to the Company in accordance with the procedure prescribed herein. Each such Notice shall:

          (i)  state the election to exercise the Option and the number of Shares with respect to which it is being exercised;

         (ii)  contain a representation and agreement as to investment intent, if required by counsel to the Company with respect to such Shares, in a form satisfactory to counsel to the Company;

        (iii)  be signed by the Employee or the person or persons entitled to exercise the Option and, if the Option is being exercised by any person or persons other than the Employee, be accompanied by proof, satisfactory to counsel to the Company, of the right of such other person or persons to exercise the Option;

        (iv)  include payment of the full purchase price for the shares of Common Stock to be purchased pursuant to such exercise of the Option; and

         (v)  be received by the Company on or before the date of the expiration of this Option. In the event the date of expiration of this Option falls on a day which is not a regular business day at the Company's executive office in New York, New York, then such written Notice must be received at such office on or before the last regular business day prior to such date of expiration.

        (b)   Payment of the purchase price of any shares of Common Stock, in respect of which the Option shall be exercised, shall be made by the Employee or such person or persons at the place specified by the Company on the date the Notice is received by the Company (i) by delivering to the Company a certified or bank cashier's check payable to the order of the Company or (ii) if consented to by the Company in writing, (A) by delivering to the Company properly endorsed certificates of shares of Common Stock (or certificates accompanied by an appropriate stock power) with signature guaranties by a bank or trust company, (B) by having withheld from the total number of shares of Common Stock to be acquired upon the exercise of this Option a specified number of such shares of Common Stock, (C) by any form of "cashless" exercise or (D) by any combination of the foregoing. For purposes of the immediately preceding sentence, an exercise effected by the tender of Common Stock (or deemed to be effected by the tender of Common Stock) may only be consummated with Common Stock held by the Employee for a period of six (6) months or acquired by the Employee other than under the Plan (or a similar plan maintained by the Company).

4

        (c)   The Option shall be deemed to have been exercised with respect to any particular shares of Common Stock if, and only if, the preceding provisions of this Section 9 and the provisions of Section 10 hereof shall have been complied with, in which event the Option shall be deemed to have been exercised on the date the Notice and related payment were received by the Company. Anything in this Agreement to the contrary notwithstanding, any Notice given pursuant to me provisions of this Section 9 shall be void and of no effect if all of the preceding provisions of this Section 9 and the provisions of Section 10 shall not have been complied with.

        (d)   The certificate or certificates for shares of Common Stock as to which the Option shall be exercised will be registered in the name of the Employee (or in the name of the Employee's estate or other beneficiary if the Option is exercised after the Employee's death), or if the Option is exercised by the Employee and if the Employee so requests in the notice exercising the Option, will be registered in the name of the Employee and another person jointly, with right of survivorship and will be delivered as soon as practical after the date the Notice is received by the Company (accompanied by full payment of the exercise price), but only upon compliance with all of the provisions of this Agreement.

        (e)   If the Employee fails to accept delivery of and pay for all or any part of the number of Shares specified in such Notice, his or her right to exercise the Option with respect to such undelivered Shares may be terminated in the sole discretion of the Committee. The Option may be exercised only with respect to full Shares.

        (f)    The Company shall not be required to issue or deliver any certificate or certificates for shares of its Common Stock purchased upon the exercise of any part of the Option prior to the payment to the Company, upon its demand, of any amount requested by the Company for the purpose of satisfying its liability, if any, to withhold federal, state or local income or earnings tax or any other applicable tax or assessment (plus interest or penalties thereon, if any, caused by a delay in making such payment) incurred by reason of the exercise of this Option or the transfer of shares thereupon. Such payment shall be made by the Employee in cash or, with the written consent of the Company, by tendering to the Company shares of Common Stock equal in value to the amount of the required withholding. In the alternative, the Company may, at its option, satisfy such withholding requirements by withholding from the shares of Common Stock to be delivered to the Employee pursuant to an exercise of the Option a number of shares of Common Stock equal in value to the amount of the required withholding.

        10.    Approval of Counsel.    The exercise of the Option and the issuance and delivery of shares of Common Stock pursuant thereto shall be subject to approval by the Company's counsel of all legal matters in connection therewith, including, but not limited to, compliance with the requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, and the requirements of any stock exchange or automated trading medium upon which the Common Stock may then be listed or traded.

        11.    Resale of Common Stock.    (a) If so requested by the Company, upon any sale or transfer of the Common Stock purchased upon exercise of the Option (subject to the provisions of Sections 11(b) hereof), the Employee shall deliver to the Company an opinion of counsel satisfactory to the Company to the effect that either (i) the Common Stock to be sold or transferred has been registered under the Securities Act and that there is in effect a current prospectus meeting the requirements of Section 10(a) of said Act which is being or will be delivered to the purchaser or transferee at or prior to the time of delivery of the certificates evidencing the Common Stock to be sold or transferred, or (ii) such Common Stock may then be sold without violating Section 5 of said Act.

        (b)   The Employee agrees that, if so requested by the Company or any representative of the underwriters (the "Managing Underwriter") in connection with any registration of the offering of any securities of the Company under the Securities Act, the Employee will not sell or otherwise

5

transfer any Shares or other securities of the Company during the one (1) year period (or such shorter period as may be requested in writing by the Managing Underwriter with respect to Shares owned by the Company's senior management) (the "Market Standoff Period") following the effective date of a registration statement of the Company filed under the Securities Act. Such restriction shall apply only to the first registration statement of the Company to become effective under the Securities Act that includes securities to be sold on behalf of the Company to the public in an underwritten public offering under the Securities Act. The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such Market Standoff Period.

        (c)   The Common Stock issued upon exercise of the Option shall bear the following (or similar) legend, and one or more other restrictive legends, if required by counsel for the Company:

THE SHARES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE FIRST BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNLESS, IN THE OPINION OF COUNSEL FOR THE COMPANY, SUCH REGISTRATION IS NOT REQUIRED.

        12.    Reservation of Shares.    The Company shall at all times during the term of the Option reserve and keep available such number of shares of Common Stock as will be sufficient to satisfy the requirements of this Agreement.

        13.    Limitation of Action.    The Employee and the Company each acknowledges that every right of action accruing to him or her or it, as the case may be, and arising out of or in connection with this Agreement against the Company or a Parent or Subsidiary, on the one hand, or against the Employee, on the other hand, shall, irrespective of the place where an action may be brought, cease and be barred by the expiration of three years from the date of the act or omission in respect of which such right of action arises.

        14.    Notices.    Each notice relating to this Agreement shall be in writing and delivered in person, by recognized overnight courier or by certified mail to the proper address. All notices to the Company or the Committee shall be addressed to them at 100 Wall Street, New York, New York 10005, Attn: General Counsel. All notices to the Employee shall be addressed to the Employee or such other person or persons at the Employee's address above specified. Anyone to whom a notice may be given under this Agreement may designate a new address by notice to that effect.

        15.    Benefits of Agreement.    This Agreement shall inure to the benefit of the Company, the Employee and their respective heirs, executors, administrators, personal representatives, successors and permitted assignees.

        16.    Severability.    In the event that any one or more provisions of this Agreement shall be deemed to be illegal or unenforceable, such illegality or unenforceability shall not affect the validity and enforceability of the remaining legal and enforceable provisions hereof, which shall be construed as if such illegal or unenforceable provision or provisions had not been inserted.

        17.    Governing Law, Choice of Law Jurisdiction; Venue.    This Agreement has been negotiated and shall be consummated in the State of New York and shall be governed by and construed in accordance with the laws of the State of New York, without regard to its principles of conflicts of law. The parties hereto irrevocably consent to the jurisdiction of the courts of the State of New York located within the County of New York and of any federal court located in the Southern District of the State of New York in connection with any action or proceeding arising out of or relating to this Agreement, any document or instrument delivered pursuant to, in connection with or simultaneously with this Agreement, or a breach of this Agreement or any such document or instrument; provided, however if the federal courts have subject matter jurisdiction, any action shall be commenced and maintained

6

there. In any such action or proceeding, each party hereto waives personal service of any summons, complaint or other process and agrees that service thereof may be made in accordance with Section 14. Within 30 days after such service, or such other time as may be mutually agreed upon in writing by the attorneys for the parties to such action or proceeding, the party so served shall appear or answer such summons, complaint or other process. Should the party so served fail to appear or answer within such 30-day period or such extended period, as the case may be, such party shall be deemed in default and judgment may be entered against such party for the amount as demanded in any summons, complaint or other process so served.

        18.    Employment.    Nothing contained in this Agreement shall be construed as (a) a contract of employment between the Employee and the Company or any Parent or Subsidiary, (b) as a right of the Employee to be continued in the employ of the Company or of any Parent or Subsidiary, or (c) as a limitation of the right of the Company or of any Parent or Subsidiary to discharge the Employee at any time, with or without cause (subject to any applicable employment agreement).

        19.    Definitions.    Unless otherwise defined herein, all capitalized terms used in this Agreement shall have the same definitions as set forth in the Plan.

        20.    Incorporation of Terms of Plan.    This Agreement shall be interpreted under, and subject to, all of the terms and provisions of the Plan, which are incorporated herein by reference.

        21.    Special Rules Regarding Non-Competition, Proprietary Information, Etc.    For purposes of the this Agreement the following rules apply:

        (a)    Nondisclosure of Confidential and Proprietary Information

          (i)  Employee acknowledges that during the term of this Agreement, Employee will have access to and possession of trade secret, confidential information and proprietary information (collectively, and as defined more extensively below, "Confidential Information") of the Company, and in some instances, its affiliates and subsidiaries ("Related Entities") and their respective clients. Employee recognizes and acknowledges that this Confidential Information is valuable, special and unique to the business of the Company and each Related Entity, and that access to and knowledge thereof are essential to the performance of Employee's duties to the Company and to each Related Entity, if applicable. During the Relationship, Employee will keep secret and will not use or disclose any Confidential Information to any person or entity, in any fashion or for any purpose whatsoever, except at the request of the Company.

        The term "Confidential Information", includes, but is not limited to, information written, in digital form, in graphic form, electronically stored, orally transmitted or memorized concerning or relating to GFInet inc. or any of its Related Entities, including FENICS Ltd., FENICS Software Inc. or FENICS Software Ltd, or GFInet Analytics, including all customer pricing information, telephone numbers, addresses of and personal information about traders and other dealer representatives, profit and loss statements, productivity data, financial models, computer software programs, source and other codes, information about direct communication lines, electronic and voice trading systems, screen systems and wiring instructions, all information about the Company's business prospects and opportunities, and all other information about or gained from any customer to the Company providing services during Employee's employment with the Company. This clause shall not apply to any confidential information which enters the public domain other than through Employee's default.

         (ii)  Pursuant to applicable Company policy or as Employee may otherwise be directed by Employee's supervisor, Employee shall maintain proper files and records relating to work performed by Employee pursuant to this Agreement. All such confidential files, records are the exclusive property of the Company and shall be delivered to the Company within five

7

(5) business days following the termination of Employee's employment with the Company. Employee further agrees to store and maintain all Confidential Information in a secure place pursuant to the standard policies and procedures of the Company as in effect from time to time.

        (b)    Assignment of Inventions and Intellectual Property

          (i)  The term "Proprietary Rights" means all trade secret, trademark, service mark, patent, copyright, mask work and other intellectual property rights throughout the world. The term "Inventions" means all Proprietary Rights, inventions, ideas, processes, formulas, source and object codes, data, programs, technology, writings, software programs, other works of authorship, know-how, discoveries, developments, designs, schematics, manuals, drawings, techniques, development tools or computer printouts (or any related improvements or modifications to the foregoing).

         (ii)  Employee hereby assigns and agrees to assign in the future (when any such Inventions or Proprietary Rights are first reduced to practice or first fixed in a tangible medium, as applicable) to the Company all right, title and interest in and to any and all Inventions (and all Proprietary Rights with respect thereto) whether or not they are able to be patented or registered under copyright or similar statutes, made or conceived or reduced to practice or learned by Employee, either alone or jointly with others, during or at any time after the period of employment with the Company, which (a) relate to methods, apparatus, designs, products, processes or devices sold, leased, used or under construction or development by the Company or its affiliates, or otherwise relate to or pertain to the business, functions, operations, research or development of the Company, (b) arise (wholly or partly) from Employee's efforts during any time that Employee is employed by the Company or utilizing any physical or intellectual property owned or leased by the Company or its affiliates, or (c) is based on any information or knowledge gained by Employee within the scope of Employee's employment with the Company.

        (iii)  During Employee's period of employment and for twelve months (12) months thereafter (the "Period of Restriction"), Employee will promptly disclose to the Company, fully and in writing, all Inventions required to be assigned to the Company under Section 21(b)(ii) above which were authored, conceived or reduced to practice by Employee, all patent applications filed by Employee or on Employee's behalf either alone or jointly with others.

        (iv)  Employee acknowledges that all original works of authorship which are made by Employee (solely or jointly with others) within the scope of employment and which may be protected by copyright are "works made for hire," pursuant to United States Copyright Act (17 U.S.C. Section 101) and are the property of the Company, without limitation which shall own all rights of copyright therein including the sole and exclusive right to reproduce such works in multiple copies of distribution or sale to the public and to create and exploit derivative works based thereon.

        (c)    No Inducement or Employment of Other Employees

        During the Period of Restriction, Employee will not induce, employ, solicit the employment of, attempt to affiliate for profit with, or otherwise encourage, directly or indirectly, any Employee of, or any independent contractor performing services for, the Company, or any Related Entities, to leave the employ of, or to cease rendering services to the Company or any Related Entities, for the benefit of Employee, or any other party, or to assist any enterprise to employ any person employed by or any independent contractor performing services to the Company or any Related Entities.

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        (d)    Non-Solicitation, Non-Competition

          (i)  Employee agrees to refrain, directly or indirectly, during the Period of Restriction, from accepting business from, doing business with, inducing or soliciting any customers or vendors of the Company, to or on behalf of whom Employee rendered any services during the course of Employee's employment under this Agreement, to do business with Employee in competition with the type of services performed by Employee for the Company or for any other person or entity competing with the Company, except as authorized in writing by the Company; and

         (ii)  During the Period of Restriction, Employee will not directly or indirectly as an individual proprietor, partner, stockholder, officer, employee, director, joint venturer, investor, lender, consultant, or in any other capacity whatsoever (other than as the direct or indirect passive holder of not more than one percent (1%) of the combined voting power of the outstanding stock of a publicly held company), develop, design, produce, market, sell or render (or assist any other person in developing, designing, producing, marketing, selling or rendering) products or services competitive with those developed, designed, produced, marketed, sold or rendered by the Company while the Employee was employed by the Company.

        (e)   For purposes of this Section 21, the term "Company" shall mean the Company and any and all subsidiaries, parents and affiliated corporations of the Company as may be in existence from time to time. 10

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        IN WITNESS WHEREOF, the parties have executed this Agreement as of the Date of Grant set forth above.

	GFInet inc.
	By:
		Stephen J. McMillan Chief Operating Officer
	[                  ]
ATTEST:
	Social Security Number

10

EXHIBIT A

NON-QUALIFIED OPTION EXERCISE FORM

[DATE]                   

GFInet inc.
100 Wall Street
New York, New York 10005
Attention: General Counsel

Dear Sir:

        Pursuant to the provisions of the Non-Qualified Stock Option Agreement dated the            day of            , 2001 (the "Agreement"), whereby you have granted to me a Non-Qualified Option (the "Option") to purchase up to            shares of the Common Stock of GFInet inc. (the "Company") subject to the terms of the Agreement, I hereby notify you that I elect to exercise my option to purchase                        of the shares of Common Stock covered by such Option at the $            per share price specified therein. In full payment of the price for the shares being purchased hereby, I am delivering to you herewith (i) certified or bank cashier's check payable to the order of the Company in the amount of $            , or (ii) a certificate or certificates for                        shares of Common Stock of the Company, and which have a fair market value as of the date hereof of $                        , [and a certified or bank cashier's check, payable to the order of the Company, in the amount of $                        ]. Any such stock certificate or certificates are endorsed, or accompanied by an appropriate stock power, to the order of the Company, with my signature guaranteed by a bank or trust company or by a member firm of the New York Stock Exchange. I hereby acknowledge that I am purchasing these shares for investment purposes only and not for resale in violation of any federal or state securities laws.

Very truly yours,

[Address]
(For notices, reports, dividend checks and
other communications to stockholders.)

SCHEDULE A

[Name]
Number of Shares: [            ]

1	2	3	4	5	6	7
$[            ]	N/A	[            ] options vest on [            ], 2002, and [            ] options vest on [            ], 2003	Ten years	[            ], 2011	Three months	One year

QuickLinks

GFINET INC. 2000 STOCK OPTION PLAN INTRODUCTION
I DEFINITIONS
II ADMINISTRATION
III SHARES AVAILABLE
IV ELIGIBILITY
V AUTHORITY OF COMMITTEE
VI STOCK OPTIONS
VII ADJUSTMENT OF SHARES; MERGER OR CONSOLIDATION, ETC. OF THE CORPORATION
VIII MISCELLANEOUS PROVISIONS
IX AMENDMENT OR TERMINATION OF PLAN
X TERM OF PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
NON-QUALIFIED OPTION EXERCISE FORM
SCHEDULE A

EX-10.9

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Exhibit 10.9

Group Occupational Pension

[GRAPHIC]

Your people, your business, their future

Employer Key Features	This tells you
	The most important things you — the employer—should know about this pension scheme. It includes an illustration showing the pensions your schemes members may get in the future. Please read it carefully and keep it with your scheme documents

Pensions

Part one
Rule No.		Page
1.	Contributions and Investments	3
2.	Member's Personal Pension on Retirement	5
3.	Member's Alternative Benefits on Retirement	6
4.	Lump Sum Benefit on Death	6
5.	Pension Benefit on Death	8
6.	Payment of Pensions	8
7.	Temporary Absence	9
8.	Member Leaving Employment	9
9.	Transfer of Benefits from or to another Retirement Benefits Scheme	11
10.	Discontinuance of Contributions	13
11.	Special Conditions, Administration and General Provisions	14
12.	Inland Revenue Limits	17
	Class A Member	17
	Class B or Class C Member	19
13.	Lien, Forfeiture and Assignment	21
14.	Definitions and Interpretation	22
Part two
(Applicable only to Schemes which are Contracted Out of the State Earnings Related Pension Scheme)
	Overriding Appendix—Protected Rights Rules	28
Part three
	Rules for pension sharing on divorce	38
Part four
	Rules for employment with an overseas employer which participates in the scheme	41

2

Part one

Definitions of the terms used throughout this document are shown in Rule 14.

1.     Contributions and Investments

1.1

The Employer shall contribute to the Scheme in respect of benefits for each Member arising from the employment with the Employer.

1.2

Each Member is required to contribute at such a rate as determined by the Employer and notified in writing to the Member. No rate of contribution determined under this sub-rule may be altered before the expiry of a period of 12 months from the date on which the first payment at the current rate became due without the specific agreement of the Board of Inland Revenue.

In addition the Member may make voluntary contributions to the Scheme to secure additional benefits for himself and/or his Dependents. In the case of a Class A Member and, where such contributions to this Scheme commence on or after 8 April 1987, in the case of a Class B or Class C Member (unless such Member was included in an Associated Scheme and was making voluntary contributions thereunder prior to that date) any retirement benefits so secured must be in the form of non-commutable pension except to the extent to which the provisions of the Scheme allow commutation of trivial pensions or on the grounds of serious ill health.

In the case of a Class A Member the contributions paid to the Scheme by the Member in a year of assessment shall not exceed either;

(i)

when aggregated with the Member's contributions to any other exempt approved schemes, 15% of the Member's Remuneration, or



(ii)

when aggregated with the Member's contributions to any schemes which are Associated or Connected Schemes, 15% of the Permitted Maximum.

In the case of a Class B Member or a Class C Member the total contributions paid by the Member in a year of assessment to this and any Associated Scheme shall not exceed 15% of his Remuneration for that year.

1.3

The Employer shall enable the Trustee to pay the Contributions to the Assurer as the premiums required under the Policy by passing its own contribution and that of any Member (if he contributes) to the Trustee within the time period prescribed under the Pensions Act 1995.

1.4

The amount of the regular Contributions may, with the prior consent of the Assurer, be amended at any time to secure revised benefits under the Scheme.

The Employer may make a single contribution at any time to secure additional benefits in respect of employment with the Employer prior to the date of payment within the limits set out in Rule 12.

If payment of a Member's personal pension has been deferred, further Contributions may be paid after his Selected Retirement Date at the discretion of the Employer in order to increase the amount of benefit ultimately payable, subject to the provisions of Rule 12.

1.5

On the occasion of an increase in the amount of the regular Contributions, such adjustments shall be made to the Contributions as shall be necessary to ensure that the limits on benefits set out in Rule 12 are not exceeded. Such adjustments shall be apportioned between the Member (if he contributes) and the Employer in such manner as is considered appropriate provided that the Employer continues to contribute and that so far as possible the adjustments of Contributions shall be made evenly over the remainder of the period to the Selected Retirement Date.

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For the purpose of determining whether an adjustment is required the tables agreed for this purpose by the Board of Inland Revenue as appropriate to the circumstances of the Member concerned shall be used to determine the benefits secured by the estimated cash value of the Policy on the assumption that Contributions shall continue to be paid at the level current at the date such computation is being made up to the Selected Retirement Date. The estimated cash value shall be determined by the Assurer on a basis approved by the Board of Inland Revenue.

1.6

In the event that a Member's benefits are restricted in accordance with the limits set out in Rule 12 subject to the Special Condition in Rule 11 the cash value of the excess benefits under the Policy (as determined by the Assurer) shall be paid to the Trustee to be held for the general purposes of the Scheme in accordance with Rule 11.12.

1.7

The Trustee shall not exercise any power of investment or dealing with the assets of the Scheme other than investment in a Policy, whether or not conferred by statute or rule of law, except that, subject to the limits on benefits set out in Rule 17, the benefits due to or in respect of a Member may be secured by the purchase of one or more assurance policies, annuity contracts or reversionary annuities at the time at which the Member leaves service, retires or dies or at such other time as is provided for in the Rules.

Any such benefits shall be secured with an Assurer and payable from a source within the United Kingdom.

If the said benefits are to be purchased other than from the Assurer by whom the policy was underwritten (hereinafter called the "Original Assurer') the value of those benefits shall be paid by the Original Assurer direct to the other Assurer, or pension consultant arranging the transaction or transactions.

Provided always that the Trustee shall open and operate a deposit or current account with any bank or with any corporation or society of good standing in the United Kingdom for the receipt and payment of monies due under the provisions of the Scheme.

1.8

The Trustee shall appoint an auditor to the Scheme and shall within three months appoint a new auditor where there is a vacancy. The Trustee may remove any auditor whenever they think fit. The Trustee shall provide the new auditor with a copy of the statement or declaration made by the former auditor relating to his removal or resignation. The Trustee may appoint any other adviser to the Scheme on such terms as they think fit. All appointments, removals and resignations under this Rule shall be made in writing and in accordance with the provisions of the Pensions Act 1995.

The requirement for an auditor shall not apply if the Scheme has only one Member or provides death benefits only.

1.9

The Trustee shall prepare, maintain and revise from time to time a schedule, which shall be agreed with the Employer, showing

(a)

the rates of contributions payable by each Employer and the Members,

(b)

the due dates for the payment of contributions by each Employer and the Members,

(c)

the amounts payable in the Scheme year.

Where contributions are not paid in accordance with the schedule of payments by the due date, the Trustee shall give notice to the Occupational Pensions Regulatory Authority within 30 days of the due date and to members within 90 days of the due date, but no notice need be given to Members if the relevant contribution is paid within 60 days of the due date.

The schedule of payments shall be audited by the auditor appointed under Rule 1.8 at least once in every calendar year.

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The requirement for a schedule of payments shall not apply if the Scheme has only one Member or provides death benefits only.

2.     Member's Personal Pension on Retirement

2.1

Subject to the limits set out in Rule 12, if a Member remains in the employment of the Employer until his Selected Retirement Date he shall be entitled at that date to a personal pension as secured by the Policy.

2.2

If a Member leaves the employment of the Employer on or after his 50th birthday (or, having left, subsequently attains age 50) or earlier if on account of incapacity he may elect to receive either:

(i)

a personal pension discounted for early payment commencing immediately in lieu of the benefits under Rule 8, or

(ii)

the benefits under Rule 8 and may subsequently elect, before his Selected Retirement Date, to receive a personal pension commencing immediately in lieu of the personal pension payable at his Selected Retirement Date.

Any personal pension payable under this Rule shall, to the reasonable satisfaction of the Trustee, have a value which equals or exceeds the value of the Reduced Benefits.

2.3

If a Class A Member remains in the employment of the Employer after his Selected Retirement Date the personal pension shall commence on the Member's retirement or, if earlier, when he attains age 75. In the event of the death of the Member whilst payment is deferred, Rule 4.1 shall apply.

If a Class B Member or a Class C Member remains in the employment of the Employer after his Selected Retirement Date he may request that his personal pension may commence immediately or that payment be deferred. If payment is deferred the personal pension shall commence on the Member's retirement or such earlier date as the Member requests. In the event of the death of the Member whilst payment is deferred Rule 4.1 shall apply.

If a Class A Member leaves the employment of the Employer before his Selected Retirement Date payment of his personal pension may, at his request, be deferred but not beyond the 75th birthday.

The personal pension payable shall, to the reasonable satisfaction of the Trustee have a value which equals or exceeds the value of the pension that would have been payable from the Member's Selected Retirement Date.

2.4

Any pension currently payable under the Scheme shall be increased annually by the percentage increase in the Government's index of retail prices or 5% if lower.

This does not apply

(a)

to any part of a pension derived from the payment by the member of voluntary contributions,



(b)

to a pension or any part of a pension which is attributable to payments in respect of employment carried on before 6th April 1997,



(c)

to a pension paid to a Member retiring before attainment of age 55 and who has not retired on the grounds of ill-health, but on attaining age 55 his pension shall be increased in accordance with section 52 of the Pensions Act 1995.

Where in a tax year any pension is increased and that increase is not required, either in whole or in part, by section 109 of the Act or section 51 of the Pensions Act 1995, the amount of the excess may if so decided by the Trustees be deducted from the increase that would be required in the next tax year.

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3.     Member's Alternative Benefits on Retirement

3.1

In the case of a Class B or Class C Member when his personal pension is due to commence (or at any time between his Selected Retirement Date and the date of commencement if payment is deferred under Rule 2.3) and provided that either no personal pension or a personal pension of more than £ 104 per annum (or such other amount as the Assurer may in its absolute discretion determine) will remain payable, a Member may, subject to the agreement of the Trustee, commute all or a part of his personal pension for a cash sum subject to the limits set out in Rule 12.

If the Member elects to commute part of his personal pension no further personal pension may be commuted at a later date.

A Class A Member shall have the option referred to only at the time his personal pension is to commence.

If, when payment of his personal pension is about to commence, a Member is in exceptional circumstances of serious ill-health the Trustee may at his request and, subject in the case of an Excepted Director to the specific agreement of the Board of Inland Revenue, pay to him a cash sum in commutation of the whole of his pension, subject to Rule 11.9.

For the purpose of calculating the maximum personal pension in accordance with Rule 12, the pension equivalent of any cash sum paid shall be determined in accordance with the current rate of commutation factors as agreed with the Board of Inland Revenue.

3.2

At any time within 30 days prior to the date his personal pension is due to commence, a Member may elect with the consent of the Trustee to surrender a portion of his personal pension to secure a pension, payable on his death after retirement to his spouse and/or one or more of his Dependents named at the time of his election, or an amount or amounts which in total will not exceed the Member's remaining personal pension. The amount of each pension shall be determined by the Assurer having regard to the portion of the Member's personal pension surrendered and the ages of the Member and each individual in whose favour the surrender is made. The pension shall commence and be payable as described in Rule 6.3.

4.     Lump Sum Benefit on Death

4.1

In the event of the death of a Member before the first payment of his personal pension is due to be made or, where no pension is being provided, before the expiry date the Trustee shall collect from the Assurer the monies due under the Policy which monies shall be applied in accordance with the following provisions.

The Trustee shall pay an amount not exceeding that determined in accordance with Rule 12.3 to such one or more of the following classes in such share or shares as the Trustee in his absolute discretion shall determine:

(i)

to, or applied by the Trustee for the benefit of, such one or more of the Beneficiaries described in Rule 4.3 in such share or shares and for such interests as he in his absolute discretion shall determine.



(ii)

to the trustees of any settlement which is for the benefit of any one or more of the Beneficiaries described in Rule 4.3.



(iii)

to the Member's personal representatives for them to apply under the terms of the Member's will or intestacy provided that the Trustee shall not pay the personal representatives if his residuary estate would belong to the Crown or to the Duchy of Lancaster or to the Duke of Cornwall as bona vacantia.

The following three paragraphs shall only apply to Class B or Class C Members.

6

(iv)

Provided that if the payment of a Member's personal pension has not commenced but he has commuted part of his personal pension for a cash sum in accordance with the provisions of Rule 3.1, the amount of the lump sum payable on his death shall be determined in accordance with Rule 4.4 as if the first payment of his personal pension (if any) was due to commence on the day before the date of his death, unless the said cash sum had been restricted to comply with the following paragraph in which case the continuing lump sum described in that paragraph shall be payable if greater.



(v)

If a Member's retirement is postponed, the amount of cash sum at his Selected Retirement Date would be determined in accordance with Rule 12 but would be reduced by such amount as is required by the Board of Inland Revenue to take account of any continuing lump sum benefit to be provided on the Member's death whilst in the employment of the Employer and before the first payment of his personal pension is made.



(vi)

Provided always that any lump sum payable on the death of a Member while an Excepted Director in the employment of the Employer on or after his 75th birthday and before the first payment of his personal pension has been made shall be payable by the Trustee to the Member's personal representatives provided that he did not die in circumstances where his residuary estate would belong to the Crown or to the Duchy of Lancaster or to the Duke of Cornwall as bona vacantia; in the latter case any lump sum payable shall be paid to the Employer for its absolute benefit.

4.2

Any balance of the monies due under the Policy shall be applied at the absolute discretion of the Trustee to provide a pension for any one or more of the Member's spouse and Dependents. Such pension shall be subject to the limits set out in Rule 12. Subject to the Special Condition in Rule 11 any remaining balance of the monies due under the Policy shall be held by the Trustee for the general purposes of the Scheme in accordance with Rule 11.12.

4.3

The Beneficiaries referred to in Rules 4.1 and 4.5 shall be:

(a)

The Member's widow or widower.

(b)

Any former wife or husband of the Member.

(c)

The following relatives of the Member (whether by birth or adoption) born at any time namely issue, parents, issue of parents, step-children and issue of step-children.

(d)

The spouse, widow or widower of any of the said relatives.

(e)

Any other individual whose name has been notified to the Trustee in writing by the Member prior to his death as being an individual the Member wishes the Trustee to consider as a possible recipient of the monies.

(f)

Any other individual who in the opinion of the Trustee was dependent wholly or partially on the Member for the ordinary necessities of life suitable for an individual in his class and position.

(g)

Any one or more of the individuals entitled under the Member's will to any interest in his estate.

4.4

If a Member in receipt of a personal pension shall die before all the guaranteed payments (if any) of his personal pension have been made, there shall be paid in the manner described in Rule 4.1 the discounted value of the remaining guaranteed personal pension payments.

4.5

If at the expiry of two years in the case of benefits arising on the death of a Member, or at the expiry of six years in the case of benefits payable on the death of a Member on or after his Selected Retirement Date if the Member had left the employment of the Employer prior to his

7

Selected Retirement Date, there is no Beneficiary as described in Rule 4.3 known to the Trustee whom he has power to benefit under the foregoing provisions then the lump sum or so much of it as has not been paid or applied pursuant to this Rule shall be held by the Trustee for the general purposes of the Scheme in accordance with Rule 11.12.

5.     Pension Benefit on Death

5.1

If a Member dies whilst in the employment of the Employer before his Selected Retirement Date there shall be payable a pension (in so far as the Policy provides) to his surviving spouse or, if there is no surviving spouse, to any one or more of his Dependents selected by the Trustee at the Trustee's discretion at the date of the Member's death, subject to the limits set out in Rule 12.

5.2

If a Member dies on or after the date his personal pension commenced, or was due to commence and was wholly commuted under Rule 3.1, there shall be payable a pension (in so far as the Policy provides and subject to the limits set out in Rule 12) to his surviving spouse to whom he was married at that commencement date and/or to any one or more of his Dependents selected by the Trustee at the Trustee's discretion at that commencement date.

6.     Payment of Pensions

6.1

Except to the extent specified in these Rules any pension, including personal pension, payable shall be non-commutable and non-assignable.

6.2

Any personal pension payable to a Member shall be payable monthly in advance, or at such other interval as the Trustee and the Assurer shall agree, the first payment being due on the appropriate due-date stated in Rule 2 and the last on the due-date immediately preceding the Member's death or that on which the last guaranteed pension payment (if any) is to be made, if later. The pension payments shall not be guaranteed for more than five years.

6.3

Any pension becoming payable on a Member's death shall be payable monthly in advance, or at such other interval as the Trustee and the Assurer shall agree, on the due-dates specified in the Policy.

6.4

Subject to the cash value of the Policy being sufficient to provide the benefit, each pension, including any Member's personal pension, may increase while in the course of payment, if so provided in the Policy, subject to the limit set out in Rule 12.

6.5

If the amount of pension payable under the Scheme to a Member on his retirement, or (without exercise at or after a Member's death of any discretion by the Trustee) to any individual following the Member's death, when aggregated with all other like pensions payable to the same individual under all other retirement benefits schemes of the Employer or to which the Employer has contributed, is £260 per annum or less, the Trustee shall pay (subject to the provisions of Rule 11.9) a cash sum in lieu of each such pension to the Member if he is then living, or otherwise to the beneficiary of each such pension or in accordance with the provisions of Rule 11.10. Subject to the provisions of Rule 10.4, payment of the lump sum shall be made:

(i)

in the case of a Member's personal pension, on the date on which the first payment of that pension would have been made, or

(ii)

in the case of any pension payable on the Member's death, on the said date of death or, if earlier, on the date on which the first payment of his personal pension was due to be made and a lump sum is paid in lieu of the personal pension in accordance with the foregoing provisions of this Rule 6.5.

Unless the Trustee in his absolute discretion determines otherwise, this Rule 6.5 shall not apply to a pension the payment of which has commenced and which when aggregated with all other like

8

pensions, and the pension equivalent of all benefits not in pension form paid to the recipient of that pension, under this Scheme and all other retirement benefits schemes of the Employer or to which the Employer has contributed, subsequently comes within the amount of pension which may be commuted for a cash sum in accordance with the provisions of this Rule 6.5.

If an amount higher than £260 per annum shall be prescribed by regulations made under paragraph 15(4) of Schedule 16 to the Social Security Act 1973 and under section 39(1) of the Social Security Pensions Act 1975, (provided such higher amount would not prejudice Approval) then such higher amount shall forthwith be substituted for £260 above. The amount of any cash sum payable in accordance with this Rule 6.5 shall be determined on a basis certified as reasonable by the Assurer.

7.     Temporary Absence

7.1

If a Member is temporarily absent from employment before his Selected Retirement Date for more than one month, the Employer may choose to treat him as:

(i)

having left the employment of the Employer, in which case the provisions of Rule 8 shall apply or,

(ii)

continuing in employment, in which case the Member's benefits may remain in full force (for a period of up to 10 years only (3 years only in the case of a Member who does not remain resident in the United Kingdom) unless the absence results from an accident or sickness) provided Contributions continue to be paid in respect of such benefits, but not beyond his Selected Retirement Date.

If the period of temporary absence is one month or less, (ii) above shall apply.

If a female Member is in a period of paid maternity absence (within the meaning prescribed in paragraph (5)(3)(a) of Schedule 5 of the Social Security Act 1989) from the Employer, Contributions shall continue to be paid at the rate in force immediately prior to the commencement of the period of paid maternity absence (provided that any Member's Contributions shall be based on contractual remuneration actually received) whilst such period continues. If the Member does not wish to continue to contribute (if applicable) then the provisions of Rule 8 shall apply. On cessation of the period of paid maternity absence the provisions of Rule 8 shall then apply unless she has given valid notice of her intention to return to work in accordance with the Employment Rights Act 1996, in which event, at the discretion of the Employer, Contributions may continue to be paid (at the rate in force immediately prior to the period of paid maternity absence) until the earlier of the last day on which she would be entitled to return and the date (if any) she notifies the Employer that her intention to return is revoked. If she does not return (or so notifies the Employer before the last day on which she would be entitled to return) the provisions of Rule 8 shall apply.

If during a period of temporary absence a Member becomes a member of any other retirement benefits scheme or arrangement this Rule shall only continue to apply in respect of that Member if prior confirmation has been received from the Board of Inland Revenue that Approval is not prejudiced. If such confirmation is not received the Member shall be treated as having left the employment and the provisions of Rule 8 shall apply.

8.     Member Leaving Employment.

8.1

This Rule shall not apply if a Member leaves the employment of an Employer and enters or continues in the employment of another Employer.

9

If a Member becomes assessed to Income Tax under Schedule D on the whole of his income from the Employer he shall be treated as having left the employment.

8.2

In the event of a Member leaving the employment of the Employer before his Selected Retirement Date he shall be entitled to the Reduced Benefits which shall be dealt with as indicated below unless the benefits are dealt with in accordance with Rule 8.4 or 9.3.

The Member, and following his death his widow or, if the benefits are payable to a person other than his widow, any such person to whom benefit is payable, may make written application to the Trustee requiring the Trustee to use the Cash Equivalent, to which the Member has acquired a right, to purchase Other Contracts. In the case of the Member he shall have the option of selecting the Assurer if he so wishes.

Where the Member makes written application to the Trustee, the Trustee shall be required to deal with such application within 12 months of receipt of the application or, if earlier, the later of the Member's Selected Retirement Date and the attainment of age 60.

The Trustee may, however, delay carrying out the Member's wishes beyond the said 12 month period if:

(a)

disciplinary or court proceedings have been commenced against the Member within 12 months of his Pensionable Service terminating and



(b)

it appears that the whole or part of his or his widow's pension may, as a consequence, be forfeited and may in the circumstances outlined in the following paragraph, apply in writing to the Occupational Pensions Board for an extension of the said period stating the grounds on which the extension is being sought and the period of extension required.

An extension to the period may be sought if:

(i)

the Scheme is in the process of being or is about to be terminated in accordance with Rule 10,



(ii)

in the opinion of the Trustee, the Member has not taken all such steps as the Trustee can reasonably expect him to take in order to satisfy them of any matter which falls to be established before they can properly carry out the Member's wishes, or



(iii)

in the opinion of the Trustee, the interests of any other Member of the Scheme will be prejudiced if the Trustee complies with the request within the 12 month period.

The Member may at any time withdraw his application by giving notice in writing to the Trustee, provided the Trustee is not then committed to a third party in carrying out the Member's request.

The benefits to be provided under the Other Contracts shall be either those that would otherwise have been provided under the Rules for, or in respect of, the Member or alternative benefits different in either form or amount which the Trustee in his absolute discretion considers appropriate in the circumstances having regard to regulations made under the Social Security Act 1973. Any such benefits shall be relevant benefits (as defined in section 612(1) Income and Corporation Taxes Act 1988) within the maximum approvable for the Member under the Rules.

If the Member, or his widow or any other person to whom benefit is payable, does not make such written application one of the following shall apply as decided by the Trustee with, where indicated, the written consent of the Member, or his widow or any other person to whom benefit is payable:

(iv)

provided that the provisions of Rule 10 do not apply, the Policy shall be made paid-up and shall remain subject to these Rules: should the Member subsequently die before payment of his personal pension is due to commence the provisions of Rule 4.1 shall apply; or

10

(v)

the Policy shall be made paid-up in accordance with the provisions of Rule 8.3 whereupon the Trustee shall relinquish all title to the Policy and it shall be assigned to the Member and there shall be no requirement for any formal documentation evidencing the same; or



(vi)

subject to receipt of the written consent of the Member, or his widow or any other person to whom benefit is payable, the Trustee may use the Cash Equivalent to purchase from an Assurer Other Contracts in the name of the Member, or his widow or any other person to whom benefit is payable, free from the provisions of the Trust Instrument in which case paragraph three of this Rule shall also apply.

In the event of the Trustee failing to communicate a decision to the Assurer within three months of the date the Member leaves the employment of the Employer the provisions of (v) above shall apply.

8.3

Any Policy assigned to the Member on leaving Service shall meet the requirements of Section 591(2)(g) of the Act and any Other Contract purchased in the name of the Member or his widow or any other person to whom benefit is payable shall be one that is approved by the Board of Inland Revenue as satisfying the provisions of Section 591(2)(g) of the Act.

8.4

If a Member (other than a Member in respect of whom the Trustee has accepted a transfer from a personal pension approved or provisionally approved under Chapter IV Part XIV of the Act) has less than 2 years' Qualifying Service, he shall have the alternative of receiving an immediate payment of the cash value (as determined by the Original Assurer) of his contributions (if any) to the Scheme less any liabilities under Rule 11.9 and the Member's benefit under the Scheme shall be appropriately extinguished. Any remaining balance of the monies due under the Policy shall be paid to the Trustee to be held for the general purposes of the Scheme in accordance with Rule 11.12.

9.     Transfer of Benefits from or to another Retirement Benefits Scheme

9.1

When giving effect to this Rule the Trustee shall have regard to the terms of any undertaking given at any time by the Trustee to the Board of Inland Revenue.

9.2

(i) If a Member has prior to the date of joining this Scheme been a Member of another retirement benefits scheme approved under Chapter I of Part XIV of the Act or a personal pension scheme approved or provisionally approved under Chapter IV of Part XIV of the Act or has Other Contracts in respect of previous membership of any fund, scheme or arrangement approved for the purposes hereof by the Board of Inland Revenue the Trustee may with the consent of the Employer receive any monies or other assets available in respect of the Member upon transfer in accordance with the provisions of that other scheme or Other Contracts from the trustees thereof or other person or persons empowered to transfer such monies and thereupon the Member shall be entitled under this Scheme to benefits having regard to the monies or other assets received. Provided always that the acceptance of the said transfer of monies or other assets shall be conditional upon the requirements of schedule IA of the Social Security Pensions Act 1975 and any Regulations made thereunder being observed.

(ii)

The benefits arising on retirement from a transfer or part thereof in accordance with Rule 9.2(i) shall not be capable of commutation nor shall they be paid in lump sum form if the transfer is accompanied by a certificate from the administrator of the transferring scheme to the effect that the transfer value or part thereof is not to be used to provide benefits in lump sum form.

(iii)

For Class B or Class C Members pension benefits on retirement arising from a transfer in accordance with Rule 9.2(i) (other than from another scheme of the Employer or an associated employer) may be commuted only if and to the extent that a certificate has been

11

obtained from the administrator of the transferring scheme showing the maximum lump sum payable from the transfer value. The amount so certified may be increased in proportion to any increase in the index since the date the transfer payment was received.

9.3

If a Member leaves the employment of the Employer or contributions in respect of him cease so that the provisions of Rule 8 or Rule 10 apply, then provided benefits have not come into payment, the Member may make written application to the Trustee of the Scheme requiring that the Cash Equivalent, to which he has acquired a right, be used to acquire transfer credits under the rules of any Other Scheme of which he has become a member that is able and willing to accept such payment in accordance with the requirements of the Board of Inland Revenue and/or to purchase Other Contracts in accordance with Rule 8.2.

Where the Member makes written application to the Trustee, the Trustee shall be required to deal with such application within 6 months of the date on which the request to proceed was made.

The Trustee may, however, delay carrying out the Member's wishes beyond the said 6 month period if:

(i)

disciplinary or court proceedings have been commenced against the Member within 12 months of his Pensionable Service terminating and



(ii)

it appears that the whole or part of his pension may, as a consequence, be forfeited

and may in the circumstances outlined in the following paragraph apply in writing to the Occupational Pensions Regulatory Authority for an extension of the said period stating the grounds on which the extension is being sought.

An extension to the period may be—sought if:

(iii)

the Scheme is in the process of being or is about to be terminated in accordance with Rule 10.



(iv)

in the opinion of the Trustee, the Member has not taken all such steps as the Trustee can reasonably expect him to take in order to satisfy them of any matter which falls to be established before they can properly carry out the Member's wishes, or



(v)

in the opinion of the Trustee, the interests of any other Member of the Scheme will be prejudiced if the Trustee complies with the request within the 6 month period.

The Member may at any time withdraw his application by giving notice in writing to the Trustee, provided the Trustee is not then committed to a third party in carrying out the Member's request.

If the Member makes no such written application, the Trustee may, subject to the provisions below and to the consent of the Employer, instead of granting the Member the benefits to which he is entitled under the Scheme purchase Other Contracts in accordance with Rule 8.2 and/or transfer to the Trustees of the Other Scheme, of which he has become a member, the Policy or its Cash Equivalent.

Before making such payment the Trustee shall ensure that the requirements of Schedule 1A of the Social Security Pensions Act 1975 and any Regulations made thereunder are observed.

9.4

When on or after a transfer having been made to any Other Scheme approved under Chapter I Part XIV of the Act, the administrator requests such a certificate as is referred to in 9.2(iii) above, the Administrator shall calculate as at the date of transfer and supply the receiving scheme with a certificate of, the maximum lump sum payable on retirement from the transfer value.

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When making a transfer to any other scheme approved under Chapter IV Part XIV of the Act, the Administrator shall provide a certificate of the maximum lump sum payable on retirement from the transfer value if the transferring member:

(a)

was aged 45 or more at the time that the transfer payment was made, or



(b)

has at any time within the 10 years preceding the date on which the Member makes a written application in accordance with Rule 9.3 been, in respect of any employment to which the transfer payment or any part of it relates, either;



(i)

an Excepted Director, or



(ii)

in receipt of annual remuneration in excess of £60,000 or, if greater, the allowable maximum (ie the equivalent for personal pension schemes of the permitted maximum) for the year of assessment in which the date of transfer falls, or



(c)

is entitled to benefits included in the transfer payment which arise from an occupational pension scheme under which the normal retirement age is 45 or less.

10.   Discontinuance of Contributions

10.1

The Principal Employer and or any Participating Employer shall give 30 days' written notice to the Trustee and the Assurer of its intention to cease to pay contributions to the Scheme and on the expiry of the notice the contributions of that Employer and of each Member (if any) relating to the remuneration received from that Employer shall cease and the provisions of Rule 8.2 may apply and no further Employees of that Employer shall be eligible to participate in the Scheme unless the benefits are dealt with in accordance with Rule 9 or Rule 10.4.

10.2

On any Participating Employer going into liquidation whether voluntary or compulsory or on the business thereof ceasing to be carried on (unless its successors in business shall take the place of the Employer for all the purposes of the Scheme), the contributions of that Employer and of each Member (if any) relating to the remuneration received from that Employer shall cease and the provisions of Rule 8.2 shall apply (provided that paragraph (iv) therein may not apply) unless the benefits are dealt with in accordance with Rule 9.

10.3

If a Participating Employer shall cease to stand in such a relationship to the Principal Employer as will permit its continued participation and the continuance of Approval, the contributions of that Employer and of each Member (if any) relating to the remuneration received from that Employer shall cease and the provisions of Rule 8.2 shall apply (provided that paragraph (iv) therein may not apply) unless the benefits are dealt with in accordance with the following paragraph.

Provided that the Principal Employer may arrange with the Assurer that the benefits relating to the remuneration received from that Participating Employer be provided under a separate retirement benefits scheme and that the value of the contributions paid to date by the Participating Employer and each Member (if any) which are related to the remuneration received from that Participating Employer as determined by the Assurer be transferred to such new scheme.

10.4

(a) In the event of all Employers ceasing to pay contributions to the Scheme and not electing to deal with the benefits in accordance with Rule 8.2(iv) or on the business of the Principal Employer ceasing to be carried on (unless its successors in business or a Participating Employer shall take the place of the Principal Employer for all the purposes of the Scheme), the Reduced Benefits shall be provided for each Member and the trusts of these presents shall determine absolutely. In these circumstances the provisions of either Rule 8.2(v) or Rule 8.2(vi) shall apply except that where Rule 8.2(vi) is chosen the choice of the Assurer shall rest with the Trustee and the written consent of the Member or his widow to the Trustee's action shall not be necessary.

13

The provision detailed in Rule 6.5 (whereby the Assurer shall pay the cash value of the pension rather than pay a small pension) shall apply at the date the Reduced Benefits are to be granted rather than when the first payment of pension falls due.

Subject to the Special Condition in Rule 11 and the requirements set out above any surplus money that remains after the above provisions have been complied with shall with the written consent of the Board of Inland Revenue be returned to the Employer after deduction of tax at the rate notified to the Trustee. The amount of tax deducted by the Trustee shall immediately be paid by the Trustee to the Board of Inland Revenue.

(b)

Provided that in the event of the Principal Employer ceasing to, or being likely to cease to perform its obligations under the Scheme, being involved in any amalgamation, reconstruction, liquidation or sale of its undertaking or shares, it may, with the agreement of the Trustees enter into such arrangements, but not so as to prejudice Approval of the Scheme, with any person, body of persons or company substantially continuing the whole or any part of its business or undertaking to become the new Principal Employer for the purposes of the Scheme. Such substitution shall be effected by the execution of a deed whereby the new Principal Employer shall assume all rights, powers and obligations under the Scheme with effect from the date as specified in the deed. Those persons formerly in Pensionable Service and employed by the Principal Employer shall not cease to be Members by reason of such substitution. In such circumstances the provisions of Rule 10.4 (a) shall be ignored.

11.   Special Conditions, Administration and General Provisions

Special Conditions

All Members—Augmentation of Benefits

Where in addition to being a member of this Scheme the Member is also a member of an approved scheme (the voluntary scheme) which provides additional benefits to supplement those provided by this Scheme and to which no contributions are made by any employer of his, the provisions of the paragraph that follows shall apply in relation to any augmentation of the benefits provided for him by this Scheme after he has ceased to participate in it.

Any provisions in this Scheme imposing a limit on the amount of a benefit provided for the Member shall have effect (notwithstanding anything in them to the contrary) as if they provided for the limit to be reduced by the amount of any like benefit provided for the Member by the voluntary scheme.

Class A Member—Payment of Retirement Benefits

The Scheme provisions shall have effect (notwithstanding anything in them to the contrary) as if they provided:

(a)

that the payment of a Member's retirement benefits shall not commence earlier than the Member attaining age 50, except on retirement on grounds of Incapacity, nor later than attaining age 75, and

(b)

no part of a Member's retirement benefits is to be paid in advance of actual retirement except as necessary to comply with paragraph (a) above or to the extent necessary to comply with the requirements of the Social Security Pensions Act 1975.

All Members—Return of Surplus Funds

Where the application of the limits in these Rules requires the quantum of the Aggregate Retirement Benefit to be restricted and the Member has paid additional voluntary contributions to supplement

14

scheme benefits, that restriction shall first be effected on those supplementary benefits so as to permit the repayment of the surplus additional voluntary contributions subject to section 599A of the Act.

11.1

The Trustee, with the agreement of the Principal Employer, may from time to time after giving notice to those Members whose benefits, or options, under these Rules are thereby affected alter, cancel, modify or add to any of these Rules subject to section 67 of the Pensions Act 1995 or, subject to the terms of the Policy, arrange for the benefits to be secured under a different Policy remaining subject to these Rules. No such alteration, cancellation, modification or addition shall be such as would prejudice Approval.

11.2

The power of appointing a new or additional Trustee shall, subject to sections 16-21 of the Pensions Act 1995, be vested in the Principal Employer and shall be exercisable by deed. The Principal Employer shall also have power, subject to sections 16-21 of the Pensions Act 1995, to remove by deed any Trustee from office at any time after giving four weeks' notice in writing to the Trustee. Such notice shall be deemed to be served by first class post at the Trustee's last known address. Upon the death or removal or retirement from the trusts of these presents of any Trustee, the Principal Employer shall as soon as possible appoint a new Trustee or Trustees in his place.

11.3

Any Trustee may resign their appointment as the Trustee hereof by serving on the Principal Employer one month's notice in writing to that effect which shall be delivered to or sent by registered post to the Principal Employer's registered office and at the expiration of any such notice the Trustee shall be deemed to have retired from the trust and the Principal Employer shall execute such documents and do such things as may be necessary to give proper effect to such retirement.

11.4

Upon the death or retirement from the trusts of any Trustee, subject to sections 16-21 of the Pensions Act 1995, the Principal Employer shall, as soon as possible, appoint a new Trustee or Trustees in his place, it being the intention that the number of Trustees shall not be less than two or a body corporate whether or not the same is a Trust Corporation as defined by the Trustees Act 1925 and a body corporate may act as sole Trustee of the Scheme whether or not it has been preceded by Trustees numbering more than one; provided that until the appointment of such additional Trustee the remaining Trustee may continue to act despite any temporary vacancy in their number.

11.5

Whenever there shall be three or more Trustees of the Scheme a majority of these Trustees shall be competent to execute and exercise all the trusts and powers and discretions hereby vested in the Trustee generally and any powers so exercised, whether at a meeting of these Trustees or otherwise, shall be deemed to be the acts of all the Trustees, and shall be binding on all parties.

11.6

The Trustee may from time to time in writing authorise any person appointed by him to receive payments, to draw or to endorse cheques and to give receipts and discharges for any monies or other property payable, transferable or deliverable to the Trustee and any such receipt or discharge shall be as valid and effective as if it were signed by the Trustee.

11.7

The Trustee shall not as Trustee of the Scheme incur any personal responsibility or be liable for anything whatever except for breach of trust knowingly and intentionally committed by him. The Principal Employer and the Participating Employers shall indemnify the Trustee against all or any penalties, claims, costs, loss, damages and expenses which he may pay or incur or which may be made against the Trustee in connection with the carrying out of the trusts of the Trust Instrument and these Rules or anything therein contained. Such indemnity shall include the liability of the Trustee for all or any penalties under the Pensions Act 1995, claims, costs, loss, damages and expenses which he may incur by any action of any person lawfully appointed by him for the carrying out of the trust purposes. For the purpose of this Rule the Trustee shall include any director or officer of a Corporate Trustee.

15

11.8

If the Trustee shall be a trust corporation, solicitor or accountant or be engaged in any profession or business he may make and be paid by the Principal Employer and the Participating Employers all usual and proper professional and other reasonable charges for any business or work done by him or his firm in relation to the Scheme generally.

11.9

Tax shall be deducted from all pensions in accordance with legislation and regulations of the Board of Inland Revenue for the time being in force when the payments are made, and if any contributions are repayable to a Member during his lifetime or a cash sum is paid in commutation or in lieu of a pension any necessary tax shall be deducted therefrom. The Administrator, shall be accountable to the Inland Revenue for any such tax.

11.10

If a person entitled to or in receipt of any benefit under the Scheme is a minor or is in the opinion of the Trustee suffering from any incapacity rendering him unable to manage his affairs or to give a proper receipt for any monies payable hereunder, the Trustee may at his discretion pay the same to any person or institution or other body supporting or caring for the beneficiary or his spouse or his Dependents and the receipt of that person, institution or body for any monies so paid shall be a complete discharge to the Trustee for the monies paid and he shall not be under any liability to see to the application thereof.

11.11

All costs and expenses in connection with the carrying out of the trusts and provisions of the Trust Instrument and these Rules shall be borne by each Employer in the proportion which in the opinion of the Trustee is appropriate.

11.12

Any monies paid to the Trustee for the general purposes of the Scheme in accordance with the Rules may, at the Trustee's discretion:

(a)

be applied by the Trustee, where possible, to secure further benefits in respect of any Member within the limits set out in Rule 12.

(b)

be set off against other premiums due under the Scheme, or

(c)

be paid by the Trustee to the Employer subject to the requirements of the third paragraph of Rule 10.4.

11.13

Class B Members and Class C Members shall have the option of requiring that the Trustees deal with the Member's benefits in the manner appropriate to a Class A Member. Such request must be made in writing at any time prior to the date on which benefits commence, are bought-out or otherwise transferred outside the Scheme, or the attainment of age 75, whichever first occurs, and the Trustees shall deal in the manner requested.

11.14

Subject to the specific approval of the Board of Inland Revenue:

Employees of the Employer who were members of an Associated Scheme may where that membership or any part thereof falls within the periods shown below be included in this Scheme in the Class indicated:

(i)	Prior to 17 March 1987	Class C
(ii)	From 17 March 1987 to 13 March 1989	Class B
(iii)	From 14 March 1989 to 31 May 1989 where the Associated Scheme was established prior to 14 March 1989	Class B

11.15

The Administrator shall comply with the requirements of Regulation 5 of The Retirement Benefits Schemes (Restriction on Discretion to Approve) (Additional Voluntary Contributions) Regulations 1993 (SI 1993 No 3016) and where the Scheme is the 'leading scheme' in relation to a Member, with the requirements of Regulation 6 of those Regulations so far as they concern main schemes. If these Regulations are amended or replaced by any other Regulations then this Rule will have effect as if it had been amended or replaced accordingly.

16

11.16

The Trustee shall keep or cause to be kept a complete record of all matters essential for the working of the Scheme. These records must be kept for at least six years from the end of the Scheme year to which they relate. This does not apply if the Scheme has only one Member or provides death benefits only.

11.17

In exercising any discretionary power or giving any consent under the Rules, the Principal Employer in its capacity of Principal Employer shall not be required to consider anything except its own interests. If however the Principal Employer is in liquidation, provisional liquidation, receivership, administrative receivership or a voluntary arrangement of all such powers and consents shall instead be fiduciary and shall be exercised or given by the Trustee.

11.18

In accordance with section 50 of the Pensions Act 1995, the Trustee shall put in place formal arrangements for the resolution of complaints or disagreements between the Trustee and the Members. Dependants of the Member who may be entitled to a benefit under the Scheme, prospective Members of the Scheme and individuals who were (or claim to be) within six months immediately prior to the date the arrangements where implemented, in one of these categories.

12.   Inland Revenue Limits

References throughout the Rules to Rule 12 or any part thereof shall be construed as being references to that part of Rule 12 which is appropriate to the Class of Member concerned.

Class A Member

Notwithstanding anything to the contrary in the Scheme provisions:

(i)

any term used in the Scheme as a measure of the annual earnings of a Class A Member for the purpose of calculating benefits is to be interpreted as though those earnings are no greater than the Permitted Maximum. The benefits so calculated may be augmented up to the maximum limits in (ii) below:



(i)

the benefits payable to a Class A Member or his Dependents or other beneficiaries in respect of him shall not, when aggregated with all benefits of a like nature provided under all Associated Schemes exceed the limits set out below.

12.1

The Member's Aggregate Retirement Benefit shall not exceed:

(a)

on retirement at any time between attaining age 50 and attaining age 75, except before Selected Retirement Date on grounds of Incapacity, a pension of 1/60th of Final Remuneration for each year of Service (not exceeding 40 years) or such greater amount as will not prejudice Approval;

(b)

on retirement at any time before Selected Retirement Date on grounds of Incapacity a pension of the amount which could have been provided at Selected Retirement Date in accordance with Rule 12.1(a) above; Final Remuneration being computed as at the actual date of retirement;

(c)

on leaving Pensionable Service before attaining age 75, a pension of 1/60th of Final Remuneration for each year of Service prior to leaving Pensionable Service (not exceeding 40 years) or such greater amount as will not prejudice Approval. The amount computed may be increased by 5% for each complete year or if greater, in proportion to any increase in the Index which has occurred between the date of termination of Pensionable Service and the date on which the pension begins to be payable. Any further increase necessary to comply with Department of Social Security requirements is also allowable.

17

(d)

benefits for a Class A Member are further restricted to ensure that his total retirement benefit from this scheme and from any Associated Scheme or Connected Scheme does not exceed a pension of 1/30th of the Permitted Maximum for each year of service, subject to a maximum of 20/30this. For the purpose of this limit, service is the aggregate of Service and any period of service which gives rise to benefits under a Connected Scheme provided that no period is to be counted more than once.



(e)

for the purpose of calculating the Aggregate Retirement Benefit or the total retirement benefit in Rule 12.1 (a) to (d) above, the pension equivalent of any Lump Sum Retirement Benefit is one twelfth of its total cash value.

12.2

The Member's Lump Sum Retirement Benefit shall not exceed:

(a)

on retirement at any time between attaining age 50 and attaining age 75, except before Selected Retirement Date on grounds of incapacity, 3/80this of Final Remuneration for each year of Service (not exceeding 40 years) or such greater amount as will not prejudice Approval;

(b)

on retirement at any time before the Selected Retirement Date on grounds of Incapacity the amount which could have been provided at Selected Retirement Date in accordance with Rule 12.2(a) above; Final Remuneration being computed as at the actual date of retirement;

(c)

on leaving Pensionable Service before attaining age 75, a lump sum of 3/80this of Final Remuneration for each year of Service prior to leaving Pensionable Service (not exceeding 40 years) or such greater amount as will not prejudice Approval.

The amount computed may be increased in proportion to any increase in the Index which has occurred between the date of termination of Pensionable Service and the date on which the benefit is first paid.

12.3

The lump sum benefit (exclusive of any refund of the Member's own contributions and any interest thereon) payable on the death of a Member while in Service of (having left Service with a deferred pension) before the commencement of his pension shall not, when aggregated with all like benefits under Associated Schemes, exceed the greater of:

(a)

£5,000 and

(b)

4 times the Member's Total Earnings at Death less Retained Death Benefits.

12.4

Any pension for a Dependant, when aggregated with the pensions, other than those provided by surrender or allocation of the Member's own pension, payable to that Dependant under all Associated Schemes, shall not exceed an amount equal to 2/3rds of the maximum Aggregate Retirement Benefit payable to the Member immediately before death in accordance with Rule 12.1 above. Where the death of the Member occurs whilst in service before the Selected Retirement Date the maximum is that appropriate had the Member retired on grounds of incapacity on the date of death entitled to no retained benefits from previous employments.

If pensions are payable to more than one Dependant of a Member, the aggregate of all Dependents' pensions payable in respect of him under this and all Associated Schemes shall not exceed the full amount of the maximum Aggregate Retirement Benefit payable in accordance with the previous paragraph.

12.5

The maximum amount of a pension ascertained in accordance with this Rule less any pension which has been commuted for a lump sum or the pension equivalent of any benefits in lump sum form and any pension surrendered to provide a Dependant's pension may be increased by 3% for each complete year or if greater, in proportion to any increase in the index since the pension commenced.

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Class B or Class C Member

Notwithstanding anything to the contrary in the Scheme provisions, the benefits payable to a Class B or a Class C Member or to his Dependents or other beneficiaries in respect of him shall not when aggregated with all benefits of a like nature provided under all Associated Schemes exceed the limits set out below.

12.1

The Member's Aggregate Retirement Benefit shall not exceed:-

(a)

on retirement at or before Selected Retirement Date, a pension of 1 /60th of Final Remuneration for each year of Service (not exceeding 40 years) or such greater amount as will not prejudice Approval;

(b)

on retirement on grounds of incapacity the amount calculated in accordance with Rule 12.1 (a) above as if the Member had remained in Service until the Selected Retirement Date, Final Remuneration being computed as at the actual date of retirement;

(c)

on retirement after Selected Retirement Date, a pension of the greatest of;

(i)

accordance with Rule 12.1 (a) above on the basis that the actual date of retirement was the Member's Selected Retirement Date.

(ii)

the amount which could have been provided at Selected Retirement Date in accordance with Rule 12.1 (a) above increased either actuarially in respect of the period of deferment or in proportion to any increase in the index during that period, and

(iii)

where the Member's total Service has exceeded 40 years, the aggregate of 1/60th of Final Remuneration for each year of Service before Selected Retirement Date (not exceeding 40 such years) and of a further 1/60th of Final Remuneration for each year of Service after Selected Retirement Date, with an overall maximum of 45 reckonable years. Final Remuneration being computed in respect of 12.1 (i) and 12.1 (iii) above as at the actual date of retirement, but subject always to Rule 12.5 below;

(d)

on leaving Pensionable Service before Selected Retirement Date, a pension of 1/60th of Final Remuneration for each year of Service prior to leaving Pensionable Service (not exceeding 40 years) or such greater amount as will not prejudice Approval. The amount computed may be increased by 5% for each complete year or if greater, in proportion to any increase in the index which has occurred between the date of termination of Pensionable Service and the date on which the pension begins to be payable. Any further increase necessary to comply with Social Security legislation is also allowable.

12.2

The Member's Lump Sum Retirement Benefit shall not exceed:

(a)

on retirement at or before Selected Retirement Date, 3/80this of Final Remuneration for each year of Service (not exceeding 40 years) or such greater amount as will not prejudice Approval;

(b)

on retirement on grounds of Incapacity the amount calculated in accordance with Rule 12.2(a) above as if the Member had remained in Service until the Selected Retirement Date. Final Remuneration being computed as at the actual date of retirement;

(c)

on retirement after Selected Retirement Date, the greatest of:

(i)

the amount calculated in accordance with Rule 12.2(a) above on the basis that the actual date of retirement was the Member's Selected Retirement Date.

(ii)

the amount which could have been provided at Selected Retirement Date in accordance with Rule 12.2(a) above together with an amount representing interest thereon, and

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(iii)

where the Member's total Service has exceeded 40 years, the aggregate of 3/80this of Final Remuneration for each year of Service before Selected Retirement Date (not exceeding 40 such years) and of a further 3/80this of Final Remuneration for each year of Service after Selected Retirement Date, with an overall maximum of 45 reckonable years.

Final Remuneration being computed in respect of Rule 12.2(c)(i) and 12.2(c)(iii) above as at the actual date of retirement, but subject always to Rule 12.5 below;

(d)

on leaving Pensionable Service before Selected Retirement Date, a lump sum of 3/80this of Final Remuneration for each year of Service prior to leaving Pensionable Service (not exceeding 40 years) or such greater amount as will not prejudice Approval. The amount computed as aforesaid may be increased in proportion to any increase in the Index which has occurred between the date of occurred between the date of termination of Pensionable Service and the date on which the benefit is first paid

12.3

The lump sum benefit (exclusive of any refund of the Member's own contributions and any Interest thereon) payable on the death of a Member while in Service or (having left Service with a deferred pension) before the commencement of his pension shall not, when aggregated with all like benefits under Associated Schemes, exceed the greater of:

(a)

£5.000, and

(b)

4 times the Member's Total Earnings at Death less Retained Death Benefits.

12.4

Any pension for a Dependant, when aggregated with the pensions, other than those provided by surrender or allocation of the Member's own pension, payable to that Dependant under all Associated Schemes, shall not exceed an amount equal to 2/3rds of the maximum Aggregate Retirement Benefit payable to the Member immediately before death in accordance with Rule 12.1 above. Where the death of the Member occurs whilst in service before the Selected Retirement Date the maximum is that appropriate had the Member retired on grounds of Incapacity on the date of death entitled to no retained benefits from previous employments.

If pensions are payable to more than one Dependant of a Member, the aggregate of all Dependents' pensions payable in respect of him under this and all Associated Schemes shall not exceed the full amount of the maximum Aggregate Retirement Benefit payable in accordance with the previous paragraph.

12.5

If a Member elects under Rule 3.1 to take any part of his benefits under this Scheme in advance of actual retirement, the limits set out in Rule 12.1 and Rule 12.2 above shall apply as if he had retired at the date of the election as aforesaid, no account being taken of subsequent Service, save that the maximum amount of any uncommuted pension not commencing immediately may be increased either actuarially in respect of the period of deferment or in proportion to any increase in the index during that period.

12.6

The preceding provisions of this Rule shall be modified in their application to a Member who is an Excepted Director as follows:

(a)

the amount of the maximum Aggregate Retirement Benefit in Rule 12.1 and of the maximum Lump Sum Retirement Benefit in Rule 12.2 shall be reduced, where necessary for Approval, so as to take account of any corresponding benefits under retirement annuity contracts or trust schemes approved under Chapter III Part XIV of the Act or under personal pension schemes approved under Chapter IV Part XIV of the Act.

(b)

where retirement takes place after Selected Retirement Date but not later than the Member's 70th birthday, Rule 12.1(c)(ii) and (iii) and Rule 12.2(c)(ii) and (iii) shall not apply, and if retirement is later than the attainment of that age. the said Rules shall apply as if the

20

Member's 70th birthday had been specified in the Rules as his Selected Retirement Date, so as not to treat as Service after Selected Retirement Date any Service before the Member reaches the age of 70.

(c)

where Rule 12.5 applies to him, the rate of the actuarial increase referred to therein in relation to any period of deferment prior to his attaining the age of 70, shall not exceed the percentage increase in the Index during that period.

12.7

The maximum amount of a pension ascertained in accordance with this Rule less any pension which has been commuted for a lump sum or the pension equivalent of any benefits in lump sum form and any pension surrendered to provide a Dependant's pension may be increased by 3% for each complete year or if greater, in proportion to any increase in the Index since the pension commenced.

13.   Lien, Forfeiture and Assignment

13.1

The Employer and the Trustee shall be entitled to a charge, lien or set-off against any benefit to which a Member is or may become entitled for the purpose of enabling the Employer or the Trustee to obtain the discharge by the Member of some monetary obligation due to the Employer or the Trustee and arising out of a criminal, negligent or fraudulent act or omission by the Member, or if the Member is a Trustee, arising out of a breach of trust by the Member (unless the Trustee's liability for breach of trust is excluded under Rule 11.7).

Provided that

(a)

the amount of the charge, lien or set-off must not exceed the amount of monetary obligation, or, if less the value of his benefits.



(b)

the Member must be given a certificate showing the amount of the charge, lien or set-off and the effects it has on his benefits.



(c)

in the event of a dispute about the amount of monetary obligation, the charge, lien or set-off must not be exercisable until the obligation has become enforceable under a court order or an arbitrators award, or, in Scotland, an arbiter to be appointed by the sheriff, but the Trustee may suspend payment of any benefits until the dispute is resolved.



(d)

the charge, lien or set-off cannot be exercised in respect of transfer credits except transfer credits attributable to employment with the Employer or an Associated Employer and the benefits of which could have been charged or a lien or set-off exercised in respect of them under the occupational pension scheme from which they were transferred.

13.2

If, as a result of a criminal, negligent or fraudulent act or omission by the Member, he owes money to the Employer. The Trustee may forfeit the benefits payable to or in respect of the Member. The amount forfeited must not exceed the amount of the debt or, if less the value of the benefits. In the event of a dispute about the amount of the debt, forfeiture must not take place until the debt has become enforceable under a court order or an arbitrator's award, or in Scotland, an arbiter to be appointed by the sheriff, but the Trustee may suspend payment of any benefits until the dispute is resolved. The Member must be given a certificate showing the amount forfeited and the effect on his benefits. The amount forfeited may, if the Trustee so decides, be paid to the Employer.

13.3

Except where otherwise provided in the Rules or in accordance with sections 95 (from the date when such section comes into force), 166 or 167 of the Pensions Act 1995. no benefit under the Scheme shall be capable of being assigned or applied for the benefit of any one other than an individual entitled, or prospectively or contingently entitled to it, and

21

(a)

every assignment of, or charge on, any such benefit and any agreement to assign or charge such benefit shall be void, and



(b)

on the bankruptcy of any such individual (or in Scotland, such individual executing a trust deed for the benefit of his creditors), the benefit shall not pass to any trustee or other person acting on behalf of the creditors of the individual entitled.

The Trustee shall forfeit any benefits which have become the subject of any attempted assignment by operation of law, and shall apply them for the benefit of the Member or his Dependants in such shares and proportions as the Trustee in his absolute discretion thinks fit.

13.4

Any sum which has become due to or in respect of a Member may be forfeited if it has not been claimed for at least six years from the date upon which it became due, but if such sum forms an installment of a pension, the right to the pension shall not be extinguished.

14.   Definitions and Interpretation

14.1 Definitions

The following expressions have the following meanings except where inconsistent with the subject matter or context:

'Act' shall mean the Income and Corporation Taxes Act 1988 and any statutory amendment modification or re-enactment thereof.

'Aggregate Retirement Benefit' shall mean the aggregate of:

(i)

the Member's pension under this Scheme and any Associated Scheme, and

(ii)

the pension equivalent of the Member's Lump Sum Retirement Benefit.

'Approval' shall mean approval of the Scheme by the Board of Inland Revenue under Chapter I Part XIV of the Act.

'Associated Employer'. An Employer is associated with another employer if one is controlled by the other, or both are controlled by a third party. Control has the meaning in section 840 of the Act, or in the case of a close company, section 416 of the Act.

'Associated Scheme' shall mean any Relevant Scheme providing benefits in respect of Service.

'Assurer' shall mean a branch or agency in the United Kingdom of an insurance company to which Part II of the Insurance Companies Act 1982 applies and which is authorised by or under Section 3 or 4 of that Act to carry on ordinary long-term insurance business as defined in that Act and any insurance company as described in Section 659B of the Act.

'Cash Equivalent' shall mean the cash sum which, to the reasonable satisfaction of the Trustee has a value which equals or exceeds the value of the Reduced Benefits at the date a Member's pensionable service with the Employer terminates or if later, the date a Member applied to the Trustee in writing to use such Cash Equivalent and which complies with the requirements of regulation 4 of Statutory Instrument 1985 Number 1931.

'Class A Member' shall mean any Member who is not a Class B Member or Class C Member.

'Class B Member' shall mean any Member:

(a)

who on or after 17 March 1987 and before 1 June 1989, joined the Scheme being a scheme which commenced before 14 March 1989, or

(b)

who the Board of Inland Revenue have agreed in writing to be a Class B Member by virtue of previous membership of a Relevant Scheme

22

and, in either case, has not opted to become a Class A Member.

'Class C Member' shall mean any Member who joined the Scheme before 17 March 1987 or who joined subsequently and who the Board of Inland Revenue have agreed in writing to be a Class C Member by virtue of previous membership of a Relevant Scheme and, in either case, has not opted to become a Class A Member.

'Connected Scheme' shall mean any Relevant Scheme which is connected with the Scheme in relation to the Member i.e. if:

(a)

there is a period during which the Member has been the employee of 2 Associated Employers

(b)

that period counts under both schemes as a period in respect of which benefits are payable; and

(C)

the period counts under one scheme for service with one employer and under the other for service with the other employer.

'Contributions' shall mean the payments made by the Trustee to the Assurer.

'Dependant' shall mean the Member's widow or widower or any child of a Member who is under the age 18, or who is in the Trustee's opinion likely to be permanently incapable of self-support by reason of physical or mental disability or any other individual who is financially dependent on a Member or was so dependent at the time of the Member's death or retirement.

'Employer' shall mean the Principal Employer or a Participating Employer, as the case may be, which for the time being is employing the Member concerned and shall include successors in business which take its place for all the purposes of the Scheme. If a Member is employed simultaneously by the Principal Employer and one or more Participating Employers (or by more than one Participating Employer but not by the Principal Employer) then the expression 'Employer' means each employer separately in relation to the benefits and contributions arising from employment with that employer.

'Excepted Director' shall mean a Member who, at any time on or after 17 March 1987 and in the last 10 years before the Relevant Date has, in relation to the Employer, been both within the definition of a director in section 612(1) of the Act and within paragraph (b) of section 417(5) of that Act.

'Final Remuneration' shall mean the greater of:

(a)

the highest remuneration assessable under Case I or II of Schedule E upon which tax liability has been determined for any one of the 5 years preceding the Relevant Date being the aggregate of:

(i)

the basic pay for the year in question, and

(ii)

the yearly average over 3 or more consecutive years ending with the expiry of the corresponding basic pay year, of any Fluctuating Emoluments provided that Fluctuating Emoluments of a year other than the basic pay year may be increased in proportion to the increase in the Index from the last day of that year up to the last day of the basic pay year. Remuneration that is received after the Relevant Date and upon which tax liability has been determined will be treated as a Fluctuating Emolument (providing it was earned or qualified for prior to the Relevant Date). In these circumstances it may be included provided the yearly average of 3 or more consecutive years begins no later than the commencement of the basic pay year; or

(b)

the yearly average of the total emoluments from the employer which are assessable to income tax under Case I or II of Schedule E and upon which tax liability has been determined for any 3 or more consecutive years ending not earlier than 10 years before the Relevant Date. Where such emoluments are received after the Relevant Date but are earned or qualified for prior to that date, they may be included provided that in these circumstances the yearly average of 3 or more consecutive years begins no later than the commencement of the year ending with the Relevant Date.

23

Provided that:

(i)

remuneration and total emoluments do not include any amounts which arise from the acquisition or disposal of shares or any interest in shares or from a right to acquire shares (except where the shares or rights etc which give rise to such an amount liable to tax under Schedule E had been acquired before 17 March 1987) or anything in respect of which tax is chargeable by virtue of section 148 of the Act;

(ii)

in relation to an Excepted Director, Final Remuneration shall be the amount ascertained in accordance with (b) above and (a) above shall not apply;

(iii)

in relation to any other employee whose remuneration in any year subsequent to 5 April 1987 used for the purpose of calculating benefits has exceeded £100,000, (or such other figure as may be prescribed by the Treasury). Final Remuneration shall not exceed the amount ascertained in accordance with (b) above and (a) above shall not apply, unless the individual chooses to adopt £100,000 (or such other figure as may be prescribed by the Treasury);

(iv)

where Final Remuneration is computed by reference to any year other than the last complete year ending on the Relevant Date, the Member's remuneration or total emoluments of any year may be increased in proportion to any increase in the index from the last day of that year up to the Relevant Date. For a Class C Member this proviso shall not apply to the calculation of the maximum lump sum retirement benefit unless the Member's aggregate total benefits are similarly increased beyond the maximum amount which could be paid but for this proviso and/or the first sentence of (a)(ii) above and then only to the same proportionate extent;

(v)

for Class A Members Final Remuneration shall not exceed the Permitted Maximum;

(vi)

for the purpose of calculating the maximum lump sum retirement benefit of a Class B Member Final Remuneration shall not in any event exceed £100,000 (or such other figure as may be prescribed by the Treasury);

(vii)

an employee who remains, or is treated as remaining, in service but by reason of Incapacity is in receipt of a much reduced remuneration i.e. under a sick pay or permanent health insurance scheme, for more than 10 years up to the Relevant Date, may calculate Final Remuneration under (a) or (b) above with the Final Remuneration calculated at the cessation of normal pay and increased in accordance with the Index;

(viii)

the total amount of any profit related pay (whether relieved from income tax or not) may be classed as pensionable remuneration and treated as a Fluctuating Emolument;

(ix)

an early retirement pension in payment from the Employer may not be included in Final Remuneration.

Notes: Except as in proviso (i) above, benefits in kind may be taken into account when they are assessed to income tax as emoluments under Schedule E, and will normally be regarded as Fluctuating Emoluments. If benefits are not so assessable, they may not be included as part of Final Remuneration except with the agreement of the Pension Schemes Office.

For the purposes of providing immediate benefits at the Relevant Date it will be permitted to calculate Final Remuneration on the appropriate basis above using remuneration assessable to tax under Case I or II of Schedule E and upon which tax liability has not been determined. On determination of this liability Final Remuneration must be recalculated. Should this result in a lower Final Remuneration then benefits in payment should be reduced if this is necessary to ensure that they do not exceed the maximum approvable based on the lower Final Remuneration. Where Final Remuneration is greater it will be possible to augment benefits in payment but such augmentation must take the form of a non-commutable pension.

24

Where immediate benefits are not being provided or where a transfer payment is to be made in respect of accrued pension benefits then Final Remuneration may only be calculated using remuneration assessable to income tax under Case I or II of Schedule E and upon which tax liability has been determined.

'Fluctuating Emoluments' are any part of an employee's earnings which are not paid on a fixed basis and are additional to the basic wage or salary. They include overtime, commission, bonuses or benefits in kind as long as they are assessable to tax under Case I or II Schedule E and profit related pay (see proviso (viii) to definition of Final Remuneration). Directors' fees may rank as fluctuating emoluments according to the basis on which they are voted.

'Incapacity' shall mean physical or mental deterioration as a result of which a Member is precluded from following his normal occupation or his earning capacity is seriously impaired; it shall be for the Trustee to decide

whether or not a Member is incapacitated within this meaning.

'Index' shall mean the Governments Index of Retail Prices.

'Life Office' shall mean AXA Sun Life plc

'Lump Sum Retirement Benefit' shall mean the total value of all retirement benefits payable in any form other than non-commutable pension under this and any Associated Scheme, plus in the case of an Excepted Director who is a Class A Member any benefits of either a retirement annuity contract approved under Chapter III Part XIV of the Act or a personal pension scheme approved under Chapter IV of that Part insofar as those benefits are secured respect of Service with the Employer or an associated employer.

'Member' shall mean an employee of the Employer who has agreed to participate in the benefits of the Scheme.

'Other Contracts' shall mean any one or more annuity contracts or assurance policies purchased from an Assurer, under which the Assurer assumes an obligation to the Member or to his Dependents to pay the benefits secured to him or them, which conform to the requirements of section 591(2)(g) of the Income and Corporation Taxes Act 1988 and comply with the requirements of Rule 8.3.

'Other Scheme' shall mean any fund, scheme or arrangement approved by the Board of Inland Revenue for the purpose of Chapter I Part XIV Income and Corporation Taxes Act 1988 or any other similar fund, scheme or arrangement specifically approved by the Board of Inland Revenue for the purposes of Rule 9.

'Participating Employer' shall mean each company or other organisation, undertaking or business (except the Principal Employer) which has agreed to participate in the Scheme and has entered into a covenant with the Principal Employer to perform and observe such provisions of the Scheme as are on its part to be performed and observed and whose participation in the Scheme has had the prior approval of the Board of Inland Revenue.

'Pensionable Service' shall have the meaning ascribed to it by paragraph 3 Schedule 16 Social Security Act 1973.

'Permitted Maximum' shall be as defined in section 590C(2) of the Act.

'Personal Contract' shall mean a retirement annuity contract or trust scheme approved by the Board of Inland Revenue under section 620 of the Income and Corporation Taxes Act 1988, or a personal pension scheme approved under Chapter IV, Part XIV Income and Corporation Taxes Act 1988.

25

'Policy' shall mean the policy or policies of assurance effected with an Assurer by the Trustee to provide the relevant benefits (as defined in section 612(1) of the Income and Corporation Taxes Act 1988) for each Member.

'Principal Employer' shall mean the Employer which established the Scheme.

'Qualifying Service' shall mean the aggregate of:

(i)

Service which at the time it was given qualified a Member for benefit payable at or after retirement under this Scheme or any other retirement benefits scheme to which the Employer contributes or has contributed, and

(ii)

any period notified under item (i) of Rule 9.2.

'Reduced Benefits' shall mean the benefits (if any), payable from a Member's Selected Retirement Date, secured by the Policy in respect of the Contributions already paid in respect of the Member (including any benefit secured following a transfer payment received in accordance with Rule 9.2). Such benefits, before they come into payment, shall be revalued in accordance with Chapter II of Part IV of the Act.

'Relevant Date' shall mean the date of retirement, leaving Pensionable Service or death as the case may be.

'Relevant Scheme' shall mean any other scheme approved or seeking approval under Chapter I Part XIV of the Act, and in respect of a Class A Member who is an Excepted Director also any retirement annuity contract or trust scheme approved under Chapter III Part XIV or any personal pension scheme approved under Chapter IV Part XIV of the Act insofar as it provides benefits secured by contributions in respect of Service.

'Remuneration' in relation to any year shall mean the aggregate of the total emoluments for the year in question from the Employer and which are assessable to Income Tax under Schedule E but excluding any amounts which arise from the acquisition or disposal of shares or any interest in shares or a right to acquire shares or anything in respect of which tax is chargeable by virtue of section 148 of the Act. Provided that for a Class A Member there shall be disregarded any emoluments in excess of the Permitted Maximum.

'Retained Death Benefits' shall mean any lump sum benefits payable on the Member's death from:

(a)

retirement benefits schemes approved or seeking approval under Chapter I Part XIV of the Act or relevant statutory schemes as defined in section 611A thereof,

(b)

funds to which section 608 of the Act applies,

(c)

retirement benefits schemes which have been accepted by the Inland Revenue as 'corresponding' in respect of a claim made on behalf of the Member for the purposes of section 596(2)(b) of the Act,

(d)

retirement annuity contracts approved under Section 621 of the Act, or

(e)

term life provisions personal pension schemes approved under Chapter IV Part XIV of the Act,

(f)

transfer payments from overseas schemes held in a type of arrangement defined in (a), (d) or (e) above

in respect of previous employments or periods of self-employment (whether alone or in partnership). If the Retained Death Benefits do not exceed £2,500 in total they may be ignored.

'Rules' shall mean these Rules and any alterations thereto for the time being in force.

'Scheme' shall mean the retirement benefits scheme established by the Trust Instrument and described in these Rules.

26

'Selected Retirement Date' shall mean any date between the date on which a Member attains his 60th birthday and the date on which he attains his 75th birthday (both dates inclusive) (unless otherwise specifically approved by the Board of Inland Revenue), as notified to the Member and specified in the Policy.

'Service' shall mean service with the Employer or an Associated Employer or, except in relation to an Excepted Director of either employer, an employer who is associated with the Employer only by virtue of a permanent community of interest.

'Total Earnings at Death' shall mean the greatest of:

(i)

a Member's total earnings for any period of twelve consecutive months ending not earlier than thirty-six months prior to the date of his death increased in proportion to any increase in the Index from the last day of the selected year up to the date of his death;

(ii)

a Member's Final Remuneration, but disregarding provisos (i), (ii), (iii) and (vi) of that Definition, and

(iii)

the annual amount of a Member's basic salary or wage at the rate payable at the date of his death together with one year's average of the sum of actual fluctuating emoluments (if any) received in the year ending on the date of his death and in each of the preceding two years (if any) increased in proportion to any increase in the Index from the last day of those years up to the date of his death.

For Class A Members total earnings at death shall not exceed the Permitted Maximum.

Where a Member receives benefits in kind on which liability to Income Tax under Schedule E, arises, the value of such benefits as determined for Income Tax purposes may be included for the purposes of determining Total Earnings at Death.

If a Member is incapacitated for more than 10 years up to his death and remains in the employment of the Employer in receipt of reduced remuneration or sick pay. Total Earnings at Death may be computed on any one of the above bases as at the date his remuneration is reduced and the result increased in proportion to any increase in the Index from that date up to the date of the Member's death

'Trustee' shall mean the trustee or trustees for the time being of the Scheme.

'Trust Instrument' shall mean the document by which the Principal Employer established the irrevocable trusts under which the Scheme was established.

14.2 Interpretation

Unless the contract requires otherwise the deed attached and these Rules shall be construed and take effect in accordance with English Law.

Any reference herein to any Statute or any section or part thereof shall be deemed to include any enactment in substitution or amendment thereof or any Statutory Regulations thereunder.

Words of the masculine gender shall include the feminine, and vice versa, unless the context otherwise requires or it is otherwise stated.

27

Part two

Appendix

Applicable to Schemes which contracted out of the State Earnings Related Pension Scheme

28

Model Rules on Protected Rights for Contracted-Out Money Purchase Schemes

Contents

1.     Definitions

In these Protected Rights Rules the following words have the following meanings:-

1.1

'The Act' means the Pension Schemes Act 1993.

1.2

'Actuary' means a Fellow of the Institute of Actuaries, or a Fellow of the Faculty of Actuaries, or a person with other actuarial qualifications who is approved by the Secretary of State for Social Security, at the request of the Trustees, as being a proper person to act in this capacity.

1.3

'Commencement Date' means the date from which pension provided from the Member's Protected Rights Assets will be paid to the Member. This will not be earlier than the date on which the Member attains the age of 60. The pension will not be paid later than the date on which the Member attains the age of 65, unless the Member agrees that payment should start from a later date, but this later date must be acceptable to the Inland Revenue.

1.4

'Guaranteed Minimum Pension' has the same meaning as in the Act.

1.5

'Insurer' means an insurance company, or a friendly society which complies with the conditions of Regulation II of SI 1996 No. 1537.

1.6

'Member' means an individual who is in contracted out employment in relation to the Scheme and who is accruing Protected Rights Assets, or an individual who has Protected Rights Assets in the Scheme in respect of previous membership of the Scheme or another scheme.

1.7

'Money Purchase Benefits' means benefits calculated by reference to payments made by, or in respect of, a Member. It does not include benefits calculated by reference to the Member's final or average salary.

1.8

'Protected Rights' and 'Protected Rights Assets' are defined in Rule 4 below.

1.9

'Qualifying Widow or Widower' means a widow or widower of the Member who, when the Member dies, is aged 45 or over, or is entitled to child benefit for a Qualifying Child under age 18, or is living with a Qualifying Child under age 16. There will, however, be no Qualifying Widow or Qualifying Widower insofar as the rate of the pension or annuity paid to the Member has, in accordance with Regulations 4(2)(b)(iii) of SI 1996 No. 1537, been determined by reference to his or her life only.

1.10

'Qualifying Child' means a child of the Member and the Member's widow or widower. It also includes any other child for whom the Member was entitled to child benefit immediately before the Member died (or would have been if the child had been in Great Britain). If the Member and the widow or widower were living together at the time the Member died, it also includes any child for whom the widow or widower was then entitled to child benefit (or would have been if the child had been in Great Britain).

1.11

'Rule' (followed by a number) means the Rule (with that number) in these Protected Rights Rules.

1.12

'Scheme' means this occupational pension scheme.

1.13

'Section 9(2B) Rights' has the same meaning as in Regulation 1(2) of SI 1996 No. 1172.

1.14

'State Pensionable Age' means a person's pensionable age in accordance with Schedule 4 of the Pensions Act 1995.

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1.15

'Trustees' means the trustees (managers or administrators) of the Scheme as appropriate under Regulations made under the Act.

2.     Interpretation

References to any legislation or any provision includes references to any previous legislation or provision relating to the same subject matter and to any modification or re-enactment for the time being in force.

3.     Minimum Payments

3.1

Minimum payments will be paid to the Scheme in respect of all Members who are in contracted-out employment in relation to the Scheme. These minimum payments are the contacted-out rebate percentage of the Member's earnings from the employer between the lower and upper earnings limits for National Insurance purposes. (For this purpose 'rebate percentage' means the appropriate flat rate percentage for the purposes of Section 42A(2) of the Act). They are inclusive of any amounts deducted from the Member's earnings and paid by the employer to the Scheme as described in 3.2 below.

3.2

The minimum payments under 3.1 above will be contributed by the employer except that, if the rules of the Scheme require a Member to contribute to the Scheme, the amount of that contribution up to the Member's share of minimum payments must be deducted by the employer from that member's earnings and paid to the Scheme as part of the minimum payments. A Member's share of minimum payments is the amount by which his National Insurance contributions on his earnings from the employer are less than would have been the case if he had not been contracted-out. (Other contributions by Members will by paid by deduction from earnings or otherwise as described in the rules of the Scheme).

3.3

Investment. Minimum payments must be invested on behalf of the Member within one month of the end of the income tax month to which they relate and age related payments made by the Secretary of State under Section 42A(3) of the Act must be invested on behalf of the Member within one month of the payment by the Secretary of State.

4.     Members' Protected Rights

4.1

Payments to which the Protected Rules apply. The Protected Rights Rules apply to the following payments made to the Scheme in respect of a Member and the benefits resulting from those payments:-

4.1.1

minimum payments as described in Rule 3.1 above, and payments made by the Secretary of State under Section 42A(3) of the Act; and

4.1.2

incentive payments made under Section 7 of the Social Security Act 1986 and Regulation 3(10) of SI 1987 No. 1115; and

4.1.3

transfer payments received under Rule 9 below covering Protected Rights or Guaranteed Minimum Pensions or Section 9(2B) Rights derived from other occupational pension schemes;

or

4.1.4

transfer payments received under Rule 9 below covering Protected Rights derived from personal pension schemes or an insurance policy which is an appropriate policy under Section 32A of the Act;

or

30

4.1.5

transfer payments received under Rule 9 below covering Guaranteed Minimum Pensions or Section 9(2B) Rights under insurance policies or annuity contracts of the type described in Section 19 of the Act; and

4.1.6

payments of minimum contributions by the Secretary of State for Social Security made under Regulation 14 of SI 1988 No. 137 or Regulation 12 of SI 1997 No 470.

4.2

Payments to which the Protected Rights Rules do not apply. Any payments other than those specified in 4.1 above (and the benefits resulting from such payments) are not subject to the Protected Rights Rules unless the rules of the Scheme specifically state otherwise.

4.3

Money Purchase Benefits. The payments to which the Protected Rights Rules apply and their proceeds under the Scheme must be used to provide the Member with Money Purchase Benefits except so far as they are used to meet administrative expenses of the Scheme and to pay commission.

The Members' right to these benefits are called 'Protected Rights'. The Scheme assets representing these Protected Rights are referred to in these Protected Rights Rules as 'Protected Rights Assets'.

4.4

Calculation. The value of the Member's Protected Rights Assets must be calculated in a way approved by the Trustees. It must be at least as favourable as the way in which any other Money Purchase Benefits of the Member in the Scheme are calculated. It must also be consistent with the requirements set out in the rest of these Protected Rights Rules. Where the valuation of the Protected Rights Assets involves making estimates of the value of benefits, then the manner of calculation must be approved by an Actuary. The methods and assumptions used must be either determined by the Trustees, or notified to the Trustees by an Actuary, and must in either case be certified by an Actuary to be consistent with the relevant requirements of the Act, and with 'Retirement Benefit Schemes—Transfer Values (GN11)' published jointly by the Institute of Actuaries and the Faculty of Actuaries and current when the calculation is being made. The Trustees must keep such records as will enable the amount of the Member's Protected Rights Assets to be calculated at any time.

4.5

Employee Contributions. Unless Regulation 30(1)(b) of SI 1996 No. 1172 is deleted by amending Regulations, all employee contributions must be used to provide Money Purchase Benefits, even if the Scheme otherwise provides salary related benefits, except where Regulation 30(2) of SI 1996 No. 1172 permits otherwise.

If the rules of the Scheme provide for compulsory employee contributions, then each employee's contribution up to the contracted-out rebate percentage of his Primary Class I contributions on his earnings between the lower and upper earnings limits for National Insurance purposes count as minimum payments under Rule 3.1 above. These Protected Rights Rules apply to them.

Other employee contributions do not count as minimum payments. These Protected Rights Rules only apply to them if the rules of the Scheme say that the Protected Rights Rules apply to all payments to the Scheme.

4.6

Overriding effect. So far as Protected Rights are concerned, these Protected Rights Rules override any inconsistent provisions elsewhere in the Scheme, except any that are in accordance with the provisions of the Act and which are necessary in order that Inland Revenue approval for the purposes of Chapter I of Part XIV of the Income and Corporation Taxes Act 1988 is not prejudiced.

4.7

These Protected Rights Rules will be treated as including Rules to the effect of any rule that must be included for the Scheme to be contracted-out on a money purchase basis in relation to Member's employment. If any of these Protected Rights Rules are inconsistent with the

31

requirements of the Act (and Regulations made under it) in relation to money purchase contracted-out schemes, the latter will prevail.

5.     Pension for Member

5.1

When Pension is paid. The pension from a Member's Protected Rights Assets becomes payable at the Commencement Date specified in the rules of the Scheme. The Trustees may (but need not) allow the Member to choose a later Commencement Date, in which case the Member must notify the Trustees of the date chosen by writing to them at least one month before the specified Commencement Date.

5.2

Proving the Pension. When the Member reaches the Commencement Date the Protected Rights Assets will be used to provide a pension for life.

The pension must be one offered without regard to the sex of the Member either in making the offer or in calculating the amount of the pension. Marital status will be taken into account only where and on the basis permitted under Regulation 4(2) of SI 1996 No. 1537.

5.3

Member's right to choose. The Member has the right to choose any Insurer or, where the rules of the Scheme allow, the Scheme, to provide the pension, if the Member decides to choose an Insurer, he must do so by writing to tell the Trustees which Insurer he has chosen at least one month, but not more than 6 months, before the Commencement Date.

If the Member agrees to the pension becoming payable at a later date than age 65, and there is less then one month between the date on which he agrees to a later date and that later date, then he can only choose an Insurer by telling the Trustees so in writing on the same day as he agrees to the later date The Trustees may allow any Member a longer period in which to make his choice.

5.4

Trustees' Choice. If the Member does not choose an Insurer by writing to tell the Trustees by the latest date permitted under 5.3 above, the Trustees may choose an Insurer.

5.5

Form of Pension. The pension will include provision for benefits after the Member's death as described in Rule 6 below. When that allows alternative benefits, then a Member who chooses an Insurer may at the same time choose which alternatives apply. If the Trustees choose an Insurer, they may allow the Member to choose the alternatives or the Trustees may choose the alternatives. If the pension is provided by the Scheme, the alternatives applying will be those described in the rules of the Scheme, or the alternatives allowed in Rule 6 below which the Trustees agree to provide.

5.6

Lump Sum instead of Trivial Pension. If the pension which can be provided from a Member's Protected Rights Assets is trivial, the Trustees may pay the Member the cash value of his Protected Rights Assets instead. But they may not do so if the Member has any other rights under the Scheme which are not being satisfied by a lump sum.

If there are other rights under the Scheme which are to be satisfied by payment of a lump sum, the Trustees will calculate the amount of that lump sum by reference to the amount of the relevant pension, on a basis which they have either agreed with the Inland Revenue or had certified as reasonable by an Actuary.

The Trustees may only treat a pension as trivial if either:

5.6.1

all benefits payable to the Member under the Scheme and all other retirement benefit schemes relating to the same employment do no exceed the value of a pension of £260 per annum (or such greater amount as may be prescribed by Regulations made under Section 28 of the Act and is permitted by the Inland Revenue), or

32

5.6.2

the pension which is being provided from the Member's Protected Rights Assets is not more than £260 per annum (or such greater amount as may be prescribed by Regulations made under Section 28 of the Act and is permitted by the Inland Revenue).

6.     Member Dies After Pension Starts

6.1

Qualifying Widow's or Widower's Pension. The pension provided from a Member's Protected Rights Assets will include provision for a pension to continue to be paid to any Qualifying Widow or Widower. Subject to 6.5 below, the Qualifying Widow's or Widower's pension will be half the amount that would have been payable if the Member had survived.

6.2

Duration of Pension. The Qualifying Widow's or Widower's pension will be paid for life unless provision is made for it to stop:-
either if the Qualifying Widow or Widower remarries before reaching State Pensionable Age
or if, before the Qualifying Widow or Widower reaches age 45, the situation changes so that she or he is neither entitled to child benefit for a Qualifying Child under age 18 nor living with a Qualifying Child under age 16.

6.3

No Qualifying Widow or Widower but Dependant. The pension provided from a Member's Protected Rights Assets may (but need not) be on terms that, if the Member does not leave a Qualifying Widow or Widower, then a pension will be paid to a dependant of the Member. Subject to 6.5 below, the dependant's pension will not be more than half the amount that would have been payable if the Member had survived.

6.4

No Qualifying Widow or Widower but Dependent Child(ren) The pension provided from a Member's Protected Rights Assets may (but need not) be on terms that, if the Member does not leave a Qualifying Widow or Widower and no dependant's pension is to be provided, but he does leave a Dependent Child (or Dependent Children), a pension will be paid for the benefit of that child or those children. 'Dependent Child(ren)' means a child (or children) for whom the Member was entitled to child benefit immediately before he died (or would have been if the child had been in Great Britain). Subject to 6.5 below, the amount paid as pension for the child(ren) will not be more than half the amount that would have been payable if the Member had survived. The pension will be paid only so long as at least one Dependent Child is under age 18.

6.5

5 Year Guarantee. The pension provided from a Member's Protected Rights Assets may (but need not) be on terms that it will in any event be paid for up to 5 years Then, if the Member dies during the 5 years, any survivor's pension payable may be an amount up to the amount of the pension payable to the Member until the end of the 5 years, after which it will not be more than half the amount that would have been payable if the Member had survived. If a pension guaranteed applies, a pension of an amount up to the amount of the Member's pension will still be paid for the rest of the 5 years even if no survivor's pension is payable, or the survivor's pension ceases to be payable before the end of the 5 years. In these circumstances, the pension will be paid to another individual, or to the estate of the Member or of another individual who dies after the Member (and the recipient may vary from time to time during the payment period).

7.     Member Dies before Pension starts

7.1

Qualifying Widow's or Widower's Pension. If a Member dies before his pension under Rule 5 above starts, the Trustees must take reasonable steps to find out whether the Member is survived by a Qualifying Widow or Widower.

If the Trustees discover that the Member is survived by a Qualifying Widow or Widower then, as soon as is practicable, the Member's Protected Rights Assets must be used to provide the Qualifying Widow or Widower with a pension. The pension may be provided by the Scheme if the

33

rules of the Scheme allow for this. If they do not, or if they allow a Qualifying Widow or Widower to choose an Insurer and she or he does so, the pension must be bought from an Insurer.

7.2

Duration of Pension. The Qualifying Widow's or Widower's pension will be paid for life unless provision is made for it to stop:-
either if the Qualifying Widow or Widower remarries before reaching State Pensionable Age
or if, before the Qualifying Widow or Widower reaches age 45, the situation changes so that she or he is neither entitled to child benefit for a Qualifying Child under age 18 nor living with a Qualifying Child under age 16.

7.3

Qualifying Widow's or Widower's right to choose. If the rules of the Scheme do not allow for a pension to be provided from the Scheme, or if they do allow for this but they also allow the Qualifying Widow or Widower to choose an Insurer, the Trustees must write and tell the Qualifying Widow or Widower that she or he has the right to choose an Insurer. The Qualifying Widow or Widower then has three months to write back to the Trustees and tell them which Insurer has been chosen. The pension may (but need not) include any or all of the alternatives described in 7.2 above and 7.5 and 7.6 below. If the Qualifying Widow or Widower chooses an Insurer, she or he may at the same time choose which alternatives will apply to the pension.

7.4

Trustees' Choice. If a Qualifying Widow or Widower who is allowed to choose an Insurer does not do so by writing to tell the Trustees by the latest date permitted under 7.3 above, the Trustees may choose an Insurer. The pension may (but need not) include any or all of the alternatives described in 7.2 above and 7.5 and 7.6 below. The Trustees may allow the Qualifying Widow or Widower to choose which alternatives will apply to the pension or the Trustees may choose the alternatives. If the pension is provided by the Scheme, the alternatives applying will be those described in the rules of the Scheme, or the alternatives allowed in Rule 6 above which the Trustees agree to provide.

7.5

Child's Pension. The pension bought with or provided from a Member's Protected Rights Assets may (but need not) be on terms that, if the Qualifying Widow or Widower is still receiving a pension when she or he dies leaves a Dependent Child (or Dependent Children), the pension will continue for the benefit of that child or those children. 'Dependent Child(ren)'means a child (or children) for whom the Qualifying Widow or Widower was entitled to child benefit immediately before she or he died (or would have been if the child had been in Great Britain). The amount paid as pension for the child(ren) will not be more than the Qualifying Widow's or Widower's pension would have been if she or he had survived. It will continue to be paid only so long as at least one Dependent Child is under age 18.

7.6

5 Year Guarantee. The pension bought with or provided from a Member's Protected Rights Assets may (but need not) be on terms that, if the Qualifying Widow or Widower dies within 5 years of the pension commencing (or if the pension continues under 7.5 above but the last Dependent Child dies or reaches age 18 within 5 years of the pension commencing), the pension will continue to be paid for the rest of the 5 years to another individual, or to the estate of the Member or of another individual who dies after the Member (and the recipient may vary from time to time during the payment period).

7.7

Lump Sum Instead of Trivial Pension. If there is a surviving Qualifying Widow or Widower and the pension which can be provided is trivial, the Trustees may if they wish pay her or him the cash value of the Protected Rights Assets as a lump sum instead. But they may not do so if the Member had any other rights under the Scheme when he died which are not being satisfied by a lump sum, or if the Inland Revenue limits would otherwise be infringed.

If there are other rights under the Scheme which are to be satisfied by payment of a lump sum, the Trustees will calculate the amount of that lump sum by reference to the amount of the relevant

34

pension, on a basis which they have either agreed with the Inland Revenue or had certified as reasonable by an Actuary.

The Trustees may only treat a pension as trivial if the pension which is being provided from the Protected Rights Assets is not more than £260 per annum (or such greater amount as may be prescribed by Regulations made under Section 28 of the Act and is permitted by the Inland Revenue), and the only benefit being provided under the Scheme (including this Rule) is a lump sum within Inland Revenue limits.

7.8

Qualifying Widow or Widower dies before Pension starts. If the Qualifying Widow or Widower dies before the pension is provided, the Trustees will pay the value of the Member's Protected Rights Assets in accordance with any direction given by the Member in writing. If there has been no direction given, the value will be paid to the Member's estate.

7.9

No Qualifying Widow or Widower. If the Trustees decide that the Member died without leaving a Qualifying Widow or Widower, then as soon as practicable the Trustees will pay the value of the Member's Protected Rights Assets in accordance with any direction given by the Member in writing. If there has been no direction given, the value will be paid to the Member's estate.

8.     Transfer of Protected Rights Assets out of the Scheme.

8.1

Transfer of Protected Rights Assets. The Trustees may, at the written request of a Member, transfer his Protected Rights Assets (which may be part of a larger transfer) to another occupational pension scheme of which the Member has become a member or to an appropriate personal pension scheme. The Member may withdraw the request by giving the Trustees notice in writing to that effect but may not withdraw the request after the Trustees have entered into an agreement with a third party to make the transfer to the other scheme. A Member who has withdrawn a request may make another.

8.2

Conditions for Transfer of Protected Rights Assets. A transfer payment made out of the Scheme under the rules of the Scheme may only include a Member's Protected Rights Assets if the following conditions are fulfilled. These conditions depend on the type of scheme to which a transfer is being made.

8.2.1

Money purchase contracted-out schemes and appropriate personal pension schemes The transfer must comply with the conditions set out in Regulation 3 of SI 1996 No. 1461.

8.2.2

Salary related contracted-out schemes The transfer must comply with the requirements of Regulation 4 of SI 1996 No. 1461.

8.2.3 Overseas schemes

The transfer must comply with the requirements of Regulation 5 of SI 1996 No. 1461.

8.3   Discharge of Protected Rights.

Where the Member's Protected Rights Assets are transferred in accordance with this Rule, the Member will cease to have any Protected Rights under the Scheme and the Trustees will be discharged from any obligation to give effect to those Protected Rights.

35

9.     Transfer Into The Scheme

9.1

Acceptance of Transfer. The Trustees may, at the request of the Member, or a former Member, accept:

9.1.1

a transfer of assets representing Protected Rights for the Member from another scheme which is, or was, an appropriate personal pension scheme, an occupational pension scheme contracted-out by the money purchase test or an insurance policy which is an appropriate policy under Section 32A of the Act; or

9.1.2

a transfer payment in respect of the Member's accrued rights to Guaranteed Minimum Pensions or Section 9(2B) Rights under a scheme which is, or was, a salary related contracted-out scheme, or an insurance policy or (in the case of Guaranteed Minimum Pensions or Section 9(2B) Rights) annuity contract of the type described in Section 19 of the Act.

9.2

Use of Transfer Payment to provide Protected Rights. The Trustees must use that part of any transfer payment representing Protected Rights or accrued rights to Guaranteed Minimum Pensions or Section 9(2B) Rights to provide the Member with Protected Rights under the Scheme. The rest of the transfer payment will only be used to provide Protected Rights if the rules of the Scheme say that these Protected Rights Rules apply to all payments to the Scheme.

10.   General provisions about Benefits

10.1

Beneficiary unable to act. If the Trustees believe that a person entitled to payment of a Member's Protected Rights Assets or of a pension provided with those assets is unable to act by reason of mental disorder or otherwise, the Trustees may arrange that payments instead of being made to that person, will be made for the maintenance of that person and/or any of that person's dependents. If any payments are not so made, they (and any proceeds) must be held for the person concerned until that person is again able to act. If the person dies without becoming able to act, payment must be made to that person's estate.

10.2

Prison. If a person entitled to benefit is serving a period of imprisonment or detention in legal custody, payments which are or become due to that person of a Member's Protected Rights Assets or of a pension provided from those assets may be suspended. The value of the suspended payments must be used for the maintenance of one or more of that person's dependents.

10.3

Whereabouts unknown. Any payment due to any person of a Member's Protected Rights Assets or of the pension provided from those assets may be forfeited if at least 6 years have passed from the date the payment became due and the address of the person is not known to the Trustees.

11.   General Provisions About Pensions

11.1

Payment Intervals. The pension provided with a Member's Protected Rights Assets will be paid in advance or arrear as is arranged with the Insurer providing it. If the Scheme is providing the pension it will be as provided in the rules of the Scheme.

If it is payable in advance, it must be paid at least once a year.

If it is payable in arrear, it must be paid at least monthly, unless the recipient agrees in writing that it can be paid less often. It must be paid at least once a year.

11.2

Increase in Payment. Insofar as it is derived from Guaranteed Minimum Pensions transferred into the Scheme or from payments or contributions in respect of any tax year before 6 April 1997, the pension provided with a Member's Protected Rights Assets must increase each year by the same percentage as a Guaranteed Minimum Pension accruing after 5 April 1998. These increases are governed by orders under Section 109 of the Act, and reflect increases in the general level of

36

prices up to a maximum of 3%. The pension may (but need not) be on terms that it will increase by a greater amount, but not by more than 3% in any year. Insofar as any money purchase pension under the Scheme is attributable to employment carried on after 5 April 1997 or payments in respect of such employment, it will be increased when and as required by Section 51 of the Pension Act 1995.

The first increase must be made not later than the first anniversary of the pension starting. Further increases must be made on each anniversary of the first increase.

11.3

Enforceability. The Trustees may only buy a pension from an Insurer with a Member's Protected Rights Assets if the Trustees are satisfied that any person who is or may be entitled to payment of that pension may enforce that entitlement:-
11.3.1 under a trust; or
11.3.2 under a deed poll; or
11.3.3 under Scottish law.

12.   Alterations to these Protected Rights Rules

12.1

Power to alter Protected Rights Rules. The person, persons or bodies having the power of alteration in relation to the rest of the Scheme may at any time in writing make any alteration to these Protected Rights Rules necessary to comply with the contracting-out requirements of the Act applicable to money purchase contracted-out schemes and to schemes which have ceased to be money purchase contracted-out schemes. The Protected Rights Rules will only apply for so long a anyone continues to have Protected Rights under the Scheme. This power of alteration may be exercised by them without any condition except the one in 12.2, below. It is additional to, and independent of, any other power of alteration in relation to the Scheme.

12.2

Restriction on Alterations. No alteration to these Protected Rights Rules may be made except as permitted under Section 37 of the Act. This applies whether the alteration is made under 12.1 above or under any other power of alteration in relation to the Scheme.

13.   Scheme Ceases To Be A Money Purchase Contracted-Out Scheme

If the Scheme ceases to be contracted-out by the money purchase test, the Trustees will inform Members of their rights and options in accordance with SI 1996 No. 1655 and will seek the approval of the Secretary of State to any proposed arrangements for securing Protected Rights. When the Scheme is being wound up, protected rights may be discharged by insurance policies in accordance with the provisions of Section 32A of the Act.

14.   Investments

The Scheme will comply with the restrictions imposed under Section 40 of the Pensions Act 1995 (Employer-Related Investments).

15.   Insured Scheme

If the benefits under the Scheme are secured by one or more policies of assurance or annuity contracts and the Scheme is managed by an insurance company which issued the policy or contract, the insurance company will be notified of any alteration in the membership of the Scheme and the amount of earnings of any Member.

37

Part three

RULES FOR PENSION SHARING ON DIVORCE

Rule 1
Definitions

Ex-Spouse means an individual to whom Pension Credit Rights have been or are to be allocated following a Pension Sharing Order, agreement or equivalent provision.

Insurance Company is as defined in section 659B of the Act.

Negative Deferred Pension means the amount by which the Member's pension or deferred pension under the Scheme which arose/arises from Service with the Employer(s), is reduced at the Relevant Date by section 31 Welfare Reform and Pensions Act 1999 or under corresponding Northern Ireland legislation, following a Pension Sharing Order, agreement or equivalent provision. For this purpose, Service with the Employer(s) includes all periods of service with other employers which have been treated as if they were Service with the Employer(s) where a transfer payment has been made to the Scheme in respect of that other service.

Pension Credit means a credit under section 29(1)(b) of the Welfare Reform and Pensions Act 1999 or under corresponding Northern Ireland legislation.

Pension Credit Rights means rights to future benefits under a scheme which are attributable (directly or indirectly) to a Pension Credit.

Pension Debit means a debit under section 29(1)(a) of the Welfare Reform and Pensions Act 1999 or under corresponding Northern Ireland legislation.

Pension Debit Member means a Member whose benefits have been permanently reduced by a Pension Debit. Such a Member will either be:

(i)

a Member who is a controlling director of a company which is his/her employer if he/she is a director of the company to whom paragraph (b) of section 417(5) of the Taxes Act 1988 applies either at the date on which the marriage was dissolved or annulled, or at any time within the period of 10 years before that date or,

(ii)

a Member whose earnings at the date at which his/her marriage was dissolved or annulled exceeded ¹/4 of the Permitted Maximum for the year of assessment in which the dissolution or annulment occurred. Earnings for these purposes shall be taken to be the total emoluments-

(a)

which were paid to the Member in consequence of Pensionable Service to which the Scheme relates during the year of assessment before the year of assessment in which the marriage was dissolved or annulled, and

(b)

from which tax was deducted in accordance with the Income Tax (Employments) Regulations 1993.

Pension Sharing Order means any order or provision as is mentioned in section 28(1) of the Welfare Reform and Pensions Act 1999 or Article 25(1) of the Welfare Reform and Pensions (Northern Ireland) Order 1999.

Rule 2
Assignment

Rule 13.3 is amended to permit the assignment of part or all of the Member's retirement benefits or rights to benefits under the Scheme to his/her Ex-Spouse to the extent necessary to comply with a Pension Sharing Order, agreement or equivalent provision.

38

Rule 3

Notwithstanding any other provisions of the Rules, the benefits for a Pension Debit Member are additionally subject to the following limits, subject to compliance with Social Security legislation:

(i)

The pension shall not exceed the Aggregate Retirement Benefit in Rule 12 less the Negative Deferred Pension in this Scheme and the Negative Deferred Pension in any Associated Scheme and, furthermore in the case of a Class A Member the Negative Deferred Pension in any Connected Scheme.

(ii)

The lump sum from this and any Associated Scheme shall not exceed;

(a)

for Pension Debit Members who are Class A Members or Class B Members, an amount determined by 2.25 × the initial annual pension payable

(b)

for Pension Debit Members who are Class C Members, an amount of the greater of:

I

2.25 × the initial annual pension payable or,

II

an amount determined in accordance with Rule 12 as if there had been no Pension Debit, less 2.25 × the Negative Deferred Pension.

For the purposes of this Rule, the initial annual pension should be calculated on the following bases:

(aa)

if the pension payable for the year changes, the initial pension payable should be taken;

(bb)

it should be assumed that the Pension Debit Member will survive for a year;

(cc)

the effect of commutation should be ignored.

(iii)

On the death of the Pension Debit Member, any pension for a Dependant shall not exceed 2/3rds × an amount determined in accordance with Rule 12 as if there had been no Pension Debit, less the Negative Deferred Pension and the Negative Deferred Pension in any Associated Scheme and, furthermore in the case of a Class A Member the Negative Deferred Pension in any Connected Scheme. Where more than one pension is to be paid the total of all the pensions cannot exceed 100% of an amount determined in accordance with Rule 12 as if there had been no Pension Debit, less the Negative Deferred Pension and the Negative Deferred Pension in any Associated Scheme and, furthermore in the case of a Class A Member the Negative Deferred Pension in any Connected Scheme.

Rule 4

The Trustees must give full details of the Pension Debit and a lump sum certificate specifying the maximum permissible lump sum, to the receiving scheme/arrangement where the fund underlying the benefits for Pension Debit Member is transferred to another scheme approved under Chapter I Part XIV of the Act or a scheme approved under Chapter IV Part XIV of the Act.

Rule 5

Where the Trustees accept a transfer payment and are informed by the transferer of the details of a Pension Debit relating to the transfer payment, the Trustees must take account of the Pension Debit, if appropriate, in the calculation of any limit on benefits for that Member. If a transfer of the fund underlying the benefits for the Member is made to a scheme approved under Chapter I Part XIV of the Act or a scheme approved under Chapter IV Part XIV of the Act, the Trustees must give full details of the Pension Debit to the receiving scheme/arrangement.

39

Rule 6

If the Ex-Spouse dies after a Pension Sharing Order, agreement or equivalent provision is made but before it is acted upon by the Trustees, the following benefits may be paid.

A lump sum death benefit may be paid to any person at the discretion of the Trustees.

The lump sum is limited to 25% of what would have been the cash equivalent of the fund which would have provided the Pension Credit Rights for the Ex-Spouse.

The balance of the fund may be used to provider non-commutable pension to a Dependant of the Ex-Spouse.

The amount of pension payable to a Dependant is limited to a maximum of 2/3rds of the amount of the pension that could have been paid to the Ex-Spouse at the date of death if the whole of what would have been the cash equivalent of the fund which would have provided the Pension Credit Rights had been used to purchase an annuity at an available market rate. Where more than one pension is to be paid the total of all the pensions cannot exceed the amount of the pension that could have been paid to the Ex-Spouse.

Such pension must be payable for life, except that pensions paid to children must cease on the attainment of age 18 or, if later, on the cessation of full time education.

Such pensions may be fully commuted, however, for a lump sum on the grounds of triviality at the time such a pension becomes payable.

40

Part four

RULES FOR EMPLOYMENT WITH AN OVERSEAS EMPLOYER WHICH PARTICIPATES IN THE SCHEME

1.

This Rule shall apply solely to employees of Participating Employers which are not resident in the United Kingdom and shall override any other provisions of the Trust Instrument and Rules which are inconsistent with it.

2.

Membership of the Scheme shall be open to employees of Participating Employers that are not resident in the United Kingdom who are chargeable to United Kingdom income tax under Case I or II of Schedule E of the ACT on their emoluments from the Participating Employer; But employees:-

(a)

cannot be Members in respect of a period of Service when they qualified for a deduction of 100% under section 193(1) of the Act, and

(b)

must be restricted to receiving death in Service benefits if they are in receipt of foreign emoluments as defined in section 192(1) of the Act and are members of a scheme in respect of which they are obtaining relief under the "corresponding" provisions of section 192(3) or section 596(2)(b) of the Act. (Where any employee in receipt of foreign emoluments has become a member of a scheme in respect of which he/she is obtaining relief under the "corresponding" provisions of section 192(3) or section 596(2)(b) of the Act, his/her benefits relating to subsequent Service shall be confined to death in Service benefits or he/she shall be withdrawn from membership of the Scheme immediately.)

3.

Membership of the Scheme shall also be open to employees of Participating Employers that are not resident in the United Kingdom if:

(a)

the Pension Schemes Office has explicitly approved the terms of their membership,

or

(b)

membership commences or continues because the following circumstances and conditions are satisfied.

The circumstances are that:

(i)

there is a definite expectation that the employee will come to the United Kingdom either to take up employment with an Employer participating in the Scheme (such an expectation should be evidenced in writing), or to retire.

or

(ii)

the employee's earnings remain effectively chargeable because he or she only works overseas for periods which total less than 365 days in any year.

The conditions are that:

•

the United Kingdom Employer or the United Kingdom branch of the overseas Employer should continue to pay to the approved scheme any Employer contributions due, but must be reimbursed by the overseas Employer for the costs, unless the Pension Schemes Office have specifically agreed otherwise.

•

the prospective pension in respect of the Service abroad should be calculated and funded by reference to the rate of remuneration appropriate for similar employment in the United Kingdom; and

41

•

the period of Service abroad should not exceed 10 years. If there has been a previous period or periods of Service abroad continuation of scheme membership is limited to an aggregate of 10 years.

For the purposes of the aggregation calculation

I

any period or periods of Service abroad separated from a subsequent period of Service abroad by a least one year's employment in the United Kingdom can be ignored and

II

any period of Service that arises from employees performing their duties abroad for a United Kingdom resident Employer who are provided with benefits under an approved scheme (regardless of whether they are effectively chargeable) can be ignored.

4.

Benefits for any employees of the said Participating Employers shall be provided in relation only to their periods of Service with and remuneration from the Participating Employer whilst they satisfy the eligibility conditions in paragraph 2 or 3 above.

5.

In the event of an employee of one of the said Participating Employers ceasing to satisfy the eligibility conditions in paragraph 2 or 3 above his/her benefits will be held subject to the Rules until he/she leaves Service or retires or his/her benefits are transferred out of the Scheme.

42

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Group Occupational Pension

EX-10.10

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Exhibit 10.10

THE GFI BROKERS LIMITED GUARDIAN TRUST
DATED THE 6^th DAY OF OCTOBER 2003

THIS TRUST is made the 6^th day of October Two Thousand and Three

BETWEEN

(1)

GFI BROKERS LIMITED of 9 Hewett Street, London EC2A 3RP ("GFI")

(2)

MTM (ISLE OF MAN) LIMITED of Fernleigh House, Palace Road, Douglas, Isle of Man IM2 4LB ("the Trustees" which expression shall where the context so admits include the trustees or trustee for the time being of this Trust)

WHEREAS

1)

(A) GFI wishes to make this Trust and has transferred or delivered to the Trustees or otherwise placed under their control the property specified in the Second Schedule and from time to time further monies investments or other property may be paid or transferred to the Trustees by way of addition to be held for the benefit of the Family of employees of GFI (including the provision of benefits in respect of accidental death in service) and other persons (including Charities but not employees) in manner hereinafter appearing but not so as to provide relevant benefits (as defined by Section 612 Income and Corporation Taxes Act 1988) to any person

(B)

It is intended that this Trust shall be irrevocable

NOW THIS DEED WITNESSES as follows

1      Definitions

        IN this Trust where the context so admits

(a)

"the Trust Fund" shall mean



(i)

the property specified in the Second Schedule and



2)

(ii)    all money investments or other property paid or transferred by any person or persons to or so as to be under the control of and (in either case) accepted by the Trustees as additions and



3)

(iii)    all accumulations (if any) of income directed to be held as an accretion to capital and



4)

(iv)    the money investments and property from time to time representing the above



(b)

"the Trust Period" shall mean the period ending on the earlier of



(i)

the last day of the period of 80 years from the date of this Trust which period (and no other) shall be the applicable perpetuity period or



(ii)

such date as the Trustees shall by deed at any time or times specify (not being a date earlier than the date of execution of any such deed or later than a date previously specified)



(c)

"the Accumulation Period" shall mean the period of 21 years from the date of this Trust or the Trust Period if shorter



(d)

"the Beneficiaries" shall mean



(i)

the members of the Family of the present directors officers or employees of GFI;



(ii)

the members of the Family of the future directors officers or employees of GFI and;



(iii)

any body whose objects are exclusively charitable under the law of England and Wales

2

PROVIDED THAT neither GFI nor any person or persons who previously may have added property to the Trust Fund nor any employee (former, present or current) of GFI shall be one of the Beneficiaries

(e)

"Family" means wife or husband, widow or widower, parents, grandparents, great-grand parents, siblings, aunts, uncles, nephews, nieces, fathers-in-law, mothers-in-law, children and step-children



(f)

references to Inheritance Tax Act 1984 ("ITA") and Income and Corporation Taxes Act 1988 ("ICTA") and to sections of either the ITA or ICTA shall include any statutory modification or re-enactment thereof



(g)

no person resident in the Isle of Man for tax purposes, may benefit from this trust whether directly or indirectly

2      Trust for sale

        THE Trustees shall hold the Trust Fund upon trust as to investments or property other than money in their absolute discretion to sell call in or convert into money all or any of such investments or property but with power to postpone such sale calling in or conversion and to permit the same to remain as invested and upon trust as to money with the like discretion to invest the same in their names or under their control in any of the investments authorised by this Trust or by law with power at the like discretion from time to time to vary or transpose any such investments for others so authorised

3      Trusts of added property

        THE Trustees shall hold the Trust Fund upon with and subject to the Trusts powers and provisions and the Trustees shall have the right at any time or times during the Trust Period to accept such additional money investments or other property as may be paid or transferred to them upon these trusts by GFI or any other person either personally or by testamentary act or disposition (including property of an onerous nature the acceptance of which the Trustees consider to be beneficial)

4      Power of appointment

        THE Trustees shall hold the capital and income of the Trust Fund

(a)

upon such trusts in favour or for the benefit of all or one or more of the Beneficiaries exclusive of the other or others of them



(b)

in such shares or proportions if more than one Beneficiary and



(c)

with and subject to such



(i)

powers and provisions for maintenance education or other benefit or for the accumulation of income



(ii)

administrative powers and



(iii)

discretionary or protective powers or trusts

as the Trustees shall in their absolute discretion appoint

PROVIDED THAT the exercise of this power of appointment shall

(i)

be subject to the application (if any) of the rule against perpetuities



(ii)

be by deed or deeds revocable during the Trust Period or irrevocable and executed during the Trust Period

3

(iii)

not invalidate any prior payment or application of all or any part or parts of the capital or income of the Trust Fund made under any other power or powers conferred by this Trust or by law



(iv)

not be used so as to benefit any employee (former, present or current) of GFI.

5      Trusts in default of appointment

5)

(a)    UNTIL and subject to and in default of any appointment under Clause 4 the Trustees shall pay or apply the income of the Trust Fund to or for the benefit of all or such one or more of the Beneficiaries exclusive of the other or others of them as shall for the time being be in existence and in such shares if more than one and in such manner generally as the Trustees shall in their absolute discretion from time to time think fit



(b)

Notwithstanding the provisions of subclause (a) the Trustees may at any time or times during the Accumulation Period in their absolute discretion instead of applying all or any part or parts of the income accumulate the same in the way of compound interest by investing or otherwise applying it and its resulting income from time to time in any applications or investments authorised by this Trust or by law and subject to subclause (c) shall hold such accumulations as an accretion to capital of the Trust Fund



(c)

The Trustees may at any time or times during the Accumulation Period apply the whole or any part or parts of the income accumulated under subclause (b) as if it were income arising in the then current year

6      Ultimate default trusts

        SUBJECT as above and if and so far as not wholly disposed of for any reason whatever by the above provisions the capital and income of the Trust Fund shall be held in trust for such Charity or Charities as the Trustees in their absolute discretion shall determine.

7      Administrative powers

        THE Trustees shall in addition and without prejudice to all statutory powers have the powers and immunities set out in the First Schedule provided that the Trustees shall not exercise any of their powers so as to conflict with the beneficial provisions of this Trust

8      Segregation of Funds

(a)

Notwithstanding the foregoing provisions of this Trust the Trustees shall have power exercisable in their discretion at any time or times during the Trust Period by deed (revocable during the Trust Period whether with or without the consent of any person(s) or irrevocable) to declare in relation to the capital and income of the whole or any specified part or parts of the Trust Fund that the expression Beneficiaries should be limited to a specified person(s) or class of persons, provided always that this shall not include any employer (former, present or current) of GFI.



(b)

Notwithstanding the foregoing provisions of this Trust the Trustees shall have power exercisable in their discretion at any time or times during the Trust Period by deed (revocable during the Trust Period whether with or without the consent of any person(s) or irrevocable) to accept any moneys or property to be held on the terms of the Trust to a class of the Beneficiaries as may be defined by the Trustees by time or any other criteria.

4

9      Appointment of new trustees—Retirement of Trustees

(a)

THE power of appointing new trustees shall be vested in GFI



(b)

notwithstanding any rule of law or equity to the contrary any person or persons not being resident or domiciled in the Isle of Man may be appointed to be a trustee of this Trust notwithstanding that following such appointment no one of the Trustees and no other person or persons able to perform the trusts shall be resident in the Isle of Man or (if a corporate body) incorporated in the Isle of Man and the receipt of such person or persons for the whole or such part or parts of the Trust Fund as may be paid or transferred to such person or persons pursuant to such appointment shall be a good discharge to any other trustee or trustees accordingly;



(c)

a corporation (wherever incorporated) whether or not a trust corporation (which expression shall have the meaning it has under the law of England) may be appointed to be a trustee hereof and in the event that such trustee shall be appointed it shall be appointed on such terms and conditions as to remuneration and otherwise in all respects as the person or persons making the appointment shall prescribe or approve (or in the case of a trust corporation its usual published terms and conditions as to remuneration) and any such corporation may act by its proper officers (whether or not including one or other of the other trustees) in the discharge of its duties as such trustee and in the exercise of the powers and discretions conferred hereby or by law;



(d)

The Trustees may retire by giving 30 days' written notice of their intent to retire to GFI, and such retirement shall take effect upon the Trustees executing a Deed of Retirement & Appointment in favour of new Trustees accepting an appointment made by GFI pursuant to sub-clause (a).

10    Exclusion of GFI and general restriction on powers

(a)

NO discretion or power by this Trust or by law conferred on the Trustees or any other person shall be exercised and no provision of this Trust shall operate directly or indirectly either



i)

so as to prevent the application of Section 86 of the ITA to this Trust or



ii)

so as to cause or permit any part of the capital or income of the Trust Fund to become payable to or applicable for the benefit of GFI or any employee (former, present or current) of GFI or any person or persons who shall previously have added property to the Trust Fund



(b)

If at any time(s) hereafter the Trustees propose to make any payment or provide any benefit to or for a Beneficiary who is a member of the Family of an employee or a member of the Family of a former employee of GFI and such payment or provision will or might give rise to a liability upon a company within GFI to account for PAYE and/or NIC, then if and when any such payment or provision is made the Trustees shall account directly to the appropriate authorities or the relevant company for all PAYE and/or primary NIC payable in respect thereof (and the Trustees shall have no right against GFI to be reimbursed for such PAYE or NIC)



(c)

Notwithstanding any other provisions of this Trust the Trustees shall have no power to make any payment or transfer or create any asset to or for the benefit of any Beneficiary that would give rise to a liability upon GFI for Class 1 or Class 1A NIC except with the prior written consent of GFI and in the event that such consent is given, there shall automatically be revocation of such proportion of the assets appointed an amount equal to the Class 1 or

5

Class 1A NIC which applies at the time that such consent is given and held pursuant to the terms of this Instrument.

(d)

No property which is comprised in the Trust Fund may be applied for the benefit of any of the categories of person specified in Section 13(2) of the ITA as modified by Section 13(3) of the ITA except to the extent permitted by Section 13(4) of the ITA.



(e)

The limitations on the powers of the Trustees contained in this clause shall apply notwithstanding anything otherwise contained or implied in this Trust

11    Recommendations from GFI

(a)

In the exercise of their powers and discretions the Trustees shall consider any written suggestions made to them by GFI but the Trustees shall not be bound to comply with any such recommendations



(b)

The Trustees may rely without further enquiry on any written information or communication given to them by GFI (but not limited to) information as to whether any individual is or is not a Beneficiary and the Trustees' decision based on any such information shall be final and binding on all parties

12    Proper law forum and place of administration

(a)

THE proper law of this Trust shall be that of the Isle of Man and all rights under this Trust and its construction and effect shall be subject to the jurisdiction of and construed according to the laws of the Isle of Man



(b)

The courts of the Isle of Man shall be the forum for the administration of this Trust



(c)

Notwithstanding the provisions of subclauses (a) and (b) the Trustees shall have power (subject to the application (if any) of the rule against perpetuities) to carry on the general administration of this Trust in any jurisdiction in the world whether or not the Trustees or any of them are for the time being resident or domiciled in or otherwise connected with such jurisdiction



(d)

Notwithstanding the provisions of sub-clause (a), the Trustees may at their discretion by deed declare that the proper law of the Trust shall with effect from the date specified in such deed (not being earlier than the date of such deed) be the law of some country other than the Isle of Man or may (if the proper law immediately prior thereto be the law of some country other than the Isle of Man) by any like deed declare the proper law of the Trust to be the law of some other country than that then governing the proper law of the Trust immediately prior to the making of the deed PROVIDED THAT this power shall not be exercised in such manner as to cause any of the dispositions made hereby or any provision herein contained to become invalid or to be set aside or otherwise of no effect AND the Trustee may for this purpose exercise the powers conferred on them to secure that this Trust and any appointment made hereunder shall be valid and enforceable in accordance with the provisions of the law of the country which the Trustees shall then declare to be the proper law.

13    Export of Trust

13.1

IN ADDITION and without prejudice to the powers conferred on the Trustees by clause 12 hereunder the Trustees with the consent in writing of GF1 by deed appoint as trustees of the Trust (or of any part of the Trust Fund subject thereto) any corporations or individuals resident in a country other than the Isle of Man as trustees of the Trust and on such appointment the Trustees shall retire and be discharged from the trusts hereof.

6

13.2

In making any such appointment as aforesaid the Trustees may if they think fit declare that the exercise of any of the powers conferred by the Trust on the trustees (and in particular but without prejudice to the generality hereof the powers contained in clauses 2 and 4) may be conditional or dependent upon the consent of any person nominated in such deed other than GFI or the Trustees for the time being of the Deed and in that event no exercise by the trustees so appointed of any such powers or discretions as are expressed to be subject to such consent shall be validly exercised unless such consent has been obtained.

14    Clause headings

        THE clause headings are included for reference only and do not affect the interpretation of this Trust

15    Trust to be irrevocable

        THIS Trust hereby made shall be irrevocable.

16    Counterparts

        This Deed may be entered into in the form of two or more counterparts each executed by one or more of the Parties and facsimile signatures shall be sufficient to bind the Parties and provided all the Parties so enter into the Agreement when duly exchanged, taken together, they shall constitute one instrument which shall bind all the Parties.

17    Date

        This Deed shall be considered as dated on the date of the signatures below or if these are different dates on the latest of such dates.

THE FIRST SCHEDULE

1      Power of investment

(a)

THE Trustees may apply any money to be invested in the purchase or acquisition (either alone or jointly with other persons) of such property of whatever nature and wherever situate and whether of a wasting nature involving liabilities or producing income or not or in making such loans with or without security as they think fit so that they shall have the same powers to apply money to be invested as if they were an absolute beneficial owner



(b)

The Trustees may exchange property for other property on such terms as they think fit



(c)

The Trustees shall not be required to diversify the investment of the Trust Fund

2      Power to lend

        THE Trustees may lend all or any part of the Trust Fund to any Person on such terms (whether or not including provision for the payment of interest) as the Trustees think fit

3      Power to give guarantees

        THE Trustees may guarantee the payment of money and the performance of obligations by any Beneficiary or by any company in which the Trust Fund is invested and may charge all or any part of the Trust Fund in support of such guarantee

7

4      Power of management

        THE Trustees shall have all the powers of an absolute beneficial owner in relation to the management and administration of the Trust Fund subject to the express terms of this Trust

5      Powers in relation to land and chattels

(a)

THE Trustees shall have all the powers of an absolute beneficial owner in relation to the disposition development and improvement of any land comprised in the Trust Fund



(b)

The Trustees shall not be bound to maintain any building or other structure on land comprised in the Trust Fund or to preserve or repair any chattels' comprised in the Trust Fund

6      Power to permit enjoyment of trust property

        THE Trustees may permit any Beneficiary or any other person to occupy or enjoy any asset forming all or any part of the Trust Fund on such terms as they think fit

7      Power to insure property

        THE Trustees may insure all or any part of the Trust Fund against any risk for any amount and on such terms as they think fit but shall not be bound to do so

8      Powers in relation to life insurance policies

        THE Trustees may apply all or any part of the Trust Fund in purchasing or maintaining any policy of insurance on the life of any person and shall have all the powers of an absolute beneficial owner in relation to any such policy

9      Power to trade

(a)

THE Trustees may trade either alone or in partnership and may exercise all or any of the powers conferred on them by this Trust in connection with such trade



(b)

The Trustees shall be entitled to be indemnified out of the Trust Fund against all liability to which they may be subject in connection with such trade

10    Power to promote companies

        THE Trustees may incorporate any company in any part of the world for any purpose in connection with this Trust

11    Powers in relation to companies

(a)

THE Trustees may enter into any compromise or arrangement in relation to any company in which the Trust Fund is invested



(b)

The Trustees may enter into any arrangements in relation to the winding up or liquidation of any company in which the Trust Fund is invested



(c)

The Trustees shall not be bound to inquire into or be involved in the management of any company in which the Trust Fund is invested unless they have knowledge of circumstances which call for inquiry

8

12    Exclusion of apportionment

        THE statutory and equitable rules of apportionment shall not apply to this Trust and the Trustees may treat all dividends and other payments in the nature of income received by them as income at the date of receipt irrespective of the period for which the dividend or other income is payable

13    Power of appropriation

        THE Trustees may appropriate all or any part of the Trust Fund as they think fit in or towards satisfaction of the interest of any Beneficiary and may for such purpose place such value on any property as they think fit

14    Power to appoint agents

        THE Trustees may employ and pay at the expense of the Trust Fund any agent in any part of the world to transact any business in connection with this Trust without being responsible for the fraud dishonesty or negligence of such agent if employed in good faith

15    Power to employ nominees

        THE Trustees may hold all or any part of the Trust Fund in the name of one or more of the Trustees or of any other person or partnership as nominee on such terms as the Trustees think fit

16    Power to delegate

(a)

THE Trustees may engage as investment adviser any person or partnership to advise them on the investment of all or any part of the Trust Fund and they may (without being liable for any consequent loss) delegate to such investment adviser discretion to manage investments on such terms as the Trustees think fit



(b)

The Trustees may (without being liable for any consequent loss) delegate to any person the operation of any bank building society or other account



(c)

Any Trustee may by deed revocable or irrevocable delegate to another Trustee or any other person the exercise of all or any trusts and powers conferred on such Trustee (other than the power of delegation conferred by this subparagraph) notwithstanding the fiduciary nature of such trusts and powers

17    Power to give indemnities and other commitments

(a)

THE Trustees may indemnify any person in respect of any liability relating to this Trust and may charge all or any part of the Trust Fund in connection with such indemnity in such manner as they think fit



(b)

The Trustees may enter into any agreement or give any commitment that they think fit relating to the transfer or sale of any business or company in which the Trust Fund is invested

18    Trustee charging

(a)

A Trustee to this Trust which is a trust corporation or company authorised to undertake trust business shall be entitled to remuneration in accordance with its published terms for trust business in force from time to time and in the absence of published terms in accordance with such terms as may from time to time be agreed between the Trustee and GFI or (if GFI is unfit unable or unwilling to act) the person or persons by whom the power of appointing new trustees to this Trust is exercisable

9

(b)

A Trustee whether acting as a person engaged in a profession or business or in a personal capacity shall be entitled to all normal professional or other fees for business done services rendered or time spent by such Trustee personally or by such Trustee's firm or company in the administration of this Trust including acts which a Trustee not engaged in any profession or business could have done personally



(c)

A Trustee shall be entitled to retain any commission which may be received personally or by such Trustee's firm in respect of any transaction carried out on behalf of this Trust for which such Trustee or Trustee's firm is in the normal course of business allowed commission notwithstanding that the receipt of such commission was procured by an exercise by such Trustee or the Trustees powers over the Trust Fund

19    Power to receive remuneration

        A trustee may act and be remunerated as a director or other employee or as agent or adviser of any business or company in any way connected with the Trust Fund and shall not be liable to account for any remuneration fees or profits received by the Trustee in any such capacity

20    Power to exercise powers notwithstanding personal interest

        THE Trustees may enter into any transaction concerning the Trust Fund (a) notwithstanding that one or more of the Trustees may be interested in the transaction other than as one of the Trustees and (b) without any trustee who is so interested being liable to account for any reasonable incidental profit provided that there is at least one Trustee who is not interested in such transaction other than as one of the Trustees and who approves the transaction

21    Protection of the trustees generally

        NO Trustee shall be liable for any loss to the Trust Fund however arising except as a result of the fraud or dishonesty of such Trustee

22    Release of powers

        THE Trustees may by deed or deeds (and so as to bind successive trustees of this Trust) release or restrict the future exercise of all or any of the powers conferred on them by this Trust

23    Power to vary administrative provisions

        THE Trustees may by deed or deeds amend or add to the Powers set out in Schedule 1 of this Trust provided that no changes may be made so as to benefit any employee of GFI or GFI

10

THE SECOND SCHEDULE

£1,000.00 (One thousand pounds)

11

IN WITNESS WHEREOF the parties have hereunto set their hands and seals the day and year first hereinbefore written

Executed and delivered as a deed by
GFI BROKERS LIMITED
on the 3^rd day of October 2003
acting by the following duly authorised
officers

Director	ANDREW HERRTAGE	/s/  ANDREW HERRTAGE
	Print officers name	Officer to sign above this line
Secretary	STEPHANIE TURK	/s/  STEPHANIE TURK
	Print officers name	Officer to sign above this line

Executed and delivered as a deed by
MTM (ISLE OF MAN) LIMITED
on the 6^th day of October 2003
acting by the following duly authorised
officers

Director	Paul William Garrett	/s/  PAUL WILLIAM GARRETT
	Print officers name	Officer to sign above this line
	For and on behalf of	For and on behalf of
	MTM Secretaries Limited	MTM Secretaries Limited
Secretaries	ALISON CLAIRE RITCHIE	/s/  ALISON CLAIRE RITCHIE
	Print officers name	Officer to sign above this line

12

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THE GFI BROKERS LIMITED GUARDIAN TRUST DATED THE 6^th DAY OF OCTOBER 2003
THE FIRST SCHEDULE
THE SECOND SCHEDULE £1,000.00 (One thousand pounds)

EX-23.1

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Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        We consent to the use in Amendment No. 2 to Registration Statement No. 333-116517 of GFI Group Inc. and subsidiaries on Form S-1 of our report dated June 15, 2004 (September 15, 2004 as to Notes 13, 27 and 28) (which expresses an unqualified opinion and includes an explanatory paragraph relating to the restatement described in Note 27 in the same report), appearing in the Prospectus, which is a part of such Registration Statement, and of our report dated June 15, 2004 (September 15, 2004 as to Note 5) relating to the financial statement schedule appearing elsewhere in this Registration Statement.

        We also consent to the reference to us under the headings "Selected Consolidated Financial Data" and "Experts" in such Prospectus.

/s/ Deloitte & Touche LLP
New York, New York
September 16, 2004

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Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM