Exhibit 99.3




                            CANTOR FITZGERALD, L.P.
                             110 East 59th Street
                           New York, New York, 10022

                                 April 4, 2005

Maxcor Financial Group Inc.
One Seaport Plaza, 19th Floor
New York, New York  10038


         Re:      Equity Commitment for Funding
                  of Obligations under Merger Agreement
                  -------------------------------------


Ladies & Gentlemen:

                  Reference is made to the Agreement and Plan of Merger, dated
as of the date hereof (the "Merger Agreement"), by and among BGC Partners,
L.P., a Delaware limited partnership ("Parent"), Magnet Acquisition Corp., a
Delaware corporation ("Sub"), and Maxcor Financial Group Inc., a Delaware
corporation (the "Company"). Capitalized terms used without definition herein
shall have the meanings ascribed thereto in the Merger Agreement.

                  In connection with the Merger Agreement and the transactions
contemplated thereby, but subject to the condition that all of the conditions
set forth in Sections 6.01 and 6.02 of the Merger Agreement shall have been
satisfied without waiver (other than conditions that by their nature are to
satisfied at the closing, but subject to the satisfaction of such conditions),
Cantor Fitzgerald, L.P. agrees to contribute to Sub an amount, in immediately
available funds in U.S. dollars, equal to or greater than the aggregate
payment obligations of Parent and the Company under Sections 2.02 and 5.04(a)
of the Merger Agreement.

                  Subject to the conditions contained herein, it is expressly
acknowledged and agreed that the provisions of this letter agreement are
intended to be for the benefit of and shall be enforceable by the Company and
that, should Parent fail to comply with its obligations hereunder, the Company
shall be entitled to specific performance hereof as its exclusive remedy
hereunder; provided, however, that Cantor Fitzgerald, L.P. hereby irrevocably
waives, in any such action for specific performance, the defense of adequacy
of a remedy at law, including the adequacy of money damages as a remedy.




                                       Very truly yours,

                                       CANTOR FITZGERALD, L.P.


                                       By: /s/ Howard W. Lutnick
                                          --------------------------------------
                                           Name:   Howard W. Lutnick
                                           Title:  Chairman, President and
                                                   Chief Executive Officer



ACCEPTED AND AGREED TO:

MAXCOR FINANCIAL GROUP INC.


By: /s/ Keith E. Reihl
   ---------------------------------------
Name:    Keith E. Reihl
Title:   Chief Operating Officer