Employment Agreement

1.

Commencement of Employment

(a)

Your employment under this Agreement will commence on the 9 ^th  December 2008 (the “Commencement Date”). Your employment remains conditional upon your having a permit to work in the United Kingdom. You shall take all such lawful action (including, for example, resigning from your current employment and obtaining or renewing your permit to work in the United Kingdom, as appropriate) as shall be necessary to enable you to commence your duties with the Employer at the earliest possible time.

(b)

Your period of continuous employment is deemed to have commenced on the Commencement Date. No period of previous employment with a former employer will count as part of your continuous employment with the Employer.

2.

Job Title and Role

(a)

You will be employed as CFO – Europe & Asia, BGC & Cantor or in such other capacity as the Employer may reasonably require.

3.

Place and Hours of Work

(a)

You will be employed to work for the Employer (or on secondment with an Associated Company) in the London offices or such other offices of the Employer or an Associated Company as it or they may reasonably require. It is anticipated that you will travel to Europe and Asia on business trips on a regular basis.

(b)

Your normal hours of work will be 9.00am to 5.30pm on Monday to Friday, although in view of your position and the nature of the business of the Employer you will be expected and required to work outside the normal hours of works as the needs

of the business require. In accordance with Regulation 5 of the Working Time Regulations you agree that Regulation 4(1) of the Working Time Regulations shall not apply to your employment with the Employer. At any time during your employment you or the Employer may give three months’ notice in writing that this clause shall cease to apply with effect from the expiry of the said three (3) months’ notice.

4.

Salary

5.

Discretionary bonus

(a)

You are eligible to be considered for a bonus by the Employer in its absolute discretion. Determination of the decision as to whether or not to award a bonus, the amount of any award and timing or form of the award shall be made by a duly authorised senior executive of the Employer.

(b)

No bonus shall be awarded or paid whether on a pro rata basis or otherwise, if on the date(s) any bonus is granted, notified or to be paid by the Employer you:

(i)

are no longer employed by the Employer;

(ii)

are under notice of termination for any reason, either given or received (including, for the avoidance of doubt, if you are on garden leave);

(iii)

have attempted to terminate or procure your release from this Agreement.

(c)

No award under this clause in any bonus year shall give rise to any entitlement or expectation of a discretionary bonus or be an indication of the level of bonus which may be made in the future (if any).

(d)

The terms in this clause 3 herein are offered to you in confidence and shall not be disclosed (without the Employer’s consent) by you to any third party, save as required by law.

6.

Benefits

(a)

In addition to your monetary remuneration, you may be eligible to participate in the benefits schemes set out in clause 3 of the Terms and Conditions.

(b)

In addition to the above you will be eligible to receive a grant of equity interests in BGC Holdings, L.P. (the “ Partnership ”) known as REUs. Capitalized terms used below but not defined herein shall have the meanings set forth in the Partnership Agreement.

7.

Notice of Termination

(a)

Your employment is subject to a probationary period of six (6) months (the “Probationary Period”). Successful completion of the Probationary Period (or any extension thereof) is at the absolute discretion of the Employer and shall be notified to you in writing. The Employer reserves the right to extend the Probationary Period for up to a further three months.

(b)

The minimum period of notice which shall be given by either party to terminate your employment shall be one (1) month within your Probationary Period.

(c)

After the successful completion of the Probationary Period, the minimum period of notice which shall be given in writing by either party to terminate your employment shall be three (3) months’ notice or the minimum statutory notice period if longer.

(d)

You are also referred to the additional provisions in the Terms and Conditions.

8.

General

(a)

This Agreement shall be governed by and construed in accordance with English law. The parties hereby submit to the exclusive jurisdiction of the English courts as regards any claim or matter arising out of or in connection with this Agreement.

(b)

For the definition of Associated Company, please refer to paragraph 1 of the Terms and Conditions.

(c)

This Agreement constitutes a contract between you and the Employer save that it shall not be binding and enforceable unless or until executed by the representative of the Employer set out below.

(d)

Your employment under this Agreement is conditional upon you completing accurately the personal history form supplied to you and the receipt of references and any

necessary background checks in terms satisfactory to the Employer in its absolute discretion. Should, at any time, information come to light which is not in accordance with the above, the Employer reserves the right to terminate your employment with immediate effect and without notice. By signing this Agreement you give your consent to the Employer requesting the references and background checks referred to above.

(d)

In the event of a discrepancy between the terms set out in this Contract and the Terms and Conditions and/or any employee handbook in force from time to time (the “Employee Handbook”), the terms set out in this Contract shall prevail.

(e)

In the event that any of the terms, conditions or provisions contained in this Agreement shall be determined invalid, unlawful or unenforceable to any extent, such term, condition or provision shall be severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law.

(f)

This clause 8 and paragraphs 5.2, 11 to 14 and 16 of the Terms and Conditions shall survive any termination of this Agreement and shall continue to bind the parties with full force and effect.

(h)

There is no collective agreement directly affecting your terms and conditions of employment.

SIGNED by

)

Tower Bridge International Services L.P.

)

/s/ Doug Barnard

acting by its general partner

)

Tower Bridge GP Limited

)

        /s/ A. G. Sadler

Anthony Graham Sadler

DATE

1.

Employer

1.1

Your employer is Tower Bridge International Services L.P. (the “Employer”). Where this Agreement refers to “Associated Company” this means any person, company, partnership or other entity controlled by, or controlling, or in common control with, the Employer or its parent. A person, company, partnership or other entity shall be deemed to control another person, company, partnership or other entity if the former person, company, partnership or other entity possesses, directly or indirectly, the power to direct, or cause the direction of, the management and policies of the other person, company, partnership or other entity whether through the ownership of voting securities or partnership interests, representation on its board of directors or similar governing body, by contract or otherwise.

1.2

Where you are seconded to an Associated Company or, whilst employed by the Employer, you in fact perform some or all of your services for an Associated Employer, in this Agreement references to the Employer shall be construed to refer to that Associated Company where appropriate.

2.

Your Obligations and Duties

2.1

You are required to well and faithfully serve the Employer and to use your best endeavours at all times to promote and develop its business and reputation and to act in the best interests of the Employer.

2.2

You must devote the whole of your working time to the business of the Employer. For this reason, during your employment, you are not permitted, without the written consent of the Employer, to have an interest in any other company, business or enterprise (whether as an employee, contractor, partner, consultant, agent, shareholder or otherwise). You may, however, acquire or own, without disclosure, by way of investment only, less than 1% of the outstanding securities of any class of any corporation that is listed on a recognised stock exchange or traded in the over-the-counter market.

2.3

You agree to comply with such reasonable instructions as the Employer (or any Associated Company) may give from time to time and you shall comply with rules and procedures affecting your employment which the Employer may from time to time lawfully and properly introduce, including the provisions of the Employee Handbook. The Employer will, where practicable, give you four weeks' notice of any new rules or procedures affecting you.

2.4

You agree to comply with any substance misuse policies of any Exchange or financial services regulator of which the Employer is a member.

2.5

You must maintain the highest standards of honesty and fair dealing in your work for the Employer. Great importance is attached to the observance of the Employer’s policies and procedures, particularly the Compliance Manual, and the common law, regulations or codes or principles made pursuant to the Financial Services and Markets Act 2000 or any of the Self Regulating Organisations (SROs) and The Financial

Services Authority. You acknowledge that any serious or substantial breach of any of these obligations will be regarded as gross misconduct and is likely to result in your summary dismissal.

2.6

In order to retain and enhance the Employer's standing and integrity at the forefront of the business community in the United Kingdom and internationally, your conduct in dealings with members of the public and customers of the Employer must be totally professional.

2.7

You will not during the term of your employment without the written consent of the Employer, alone or with others, directly or indirectly:

2.7.1

solicit or entice away or carry on the business of or have any connection with any client of the Employer (being both companies and individuals); or

2.7.2

participate, engage, render services to or become interested in (as owner, stockholder, partner, lender or other investor, director, officer, employee, consultant or otherwise) any business activity that is in competition with the business of the Employer.

3.

Benefits