Exhibit
10.4.11


SECOND AMENDMENT TO LEASE

(600 Corporate Pointe, Suite 1200)


THIS SECOND AMENDMENT TO LEASE (this “Amendment”) is
made and entered into as of this 15th day of December, 2004, by and
between ARDEN REALTY FINANCE IV, L.L.C, a Delaware limited liability company (“Landlord”), and INVESTMENT TECHNOLOGY
GROUP, INC., a Delaware corporation (“Tenant”).


RECITALS


A.            Landlord
and Tenant entered into that certain Standard Office Lease, dated as of
February 29, 2000 (the “Initial Lease”),
as amended by that certain First Amendment to Standard Office Lease dated as of
April 1, 2003 (the “First Amendment”),
whereby Landlord leases to Tenant and Tenant leases from Landlord certain
office space consisting of 23,520 rentable square feet and commonly known as Suite
1200 (the “Premises”), located in
that certain building at 600 Corporate Pointe, Culver City, California (the “Building”), as such Premises are more
particularly described in the Initial Lease. The Initial Lease as amended by
the First Amendment is referred to herein as the “Original Lease.”


B.            An
affiliate of Landlord, Arden Realty Finance Partnership, L.P., a California
limited partnership (“Landlord’s Affiliate”),
and Tenant are parties to that certain Standard Form Office Lease dated as of
July 11,1990 (as amended, the “400 Corporate
Pointe Lease”), whereby Tenant leases certain office space located
in that certain building located and addressed at 400 Corporate Pointe, Culver
City, California.


C.            Landlord
and Tenant desire to amend the Original Lease as provided herein.


D.            All
capitalized terms used herein but not specifically defined in this Amendment
shall have the meanings ascribed to such terms in the Original Lease. The term “Lease”
where used in the Original Lease and this Amendment shall hereafter refer to
the Original Lease, as amended by this Amendment.


AGREEMENT


NOW, THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which are acknowledged, Landlord and Tenant
agree as follows:


1.             Term.


(a)           Without
limiting any other termination rights of Landlord set forth in the Lease,
Landlord may terminate the Lease at any time (in its sole and absolute
discretion) upon at least fifteen (15) days prior written notice to Tenant
(which notice may be given at any time during any particular month).


(b)           Within
thirty (30) days following the effective date of any termination of the Lease
pursuant to Paragraph l (a), Tenant shall pay to Landlord an amount (the “Termination



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Fee”) equal to all unpaid Basic Rental
obligations and monthly payments of Estimated Excess of Direct Costs remaining
under the Lease (or which would have accrued under the Lease absent such early
termination through and including December 31, 2005). Tenant agrees and
acknowledges that Landlord is entitled to the Termination Fee in material
consideration of various covenants and promises made by Landlord’s Affiliate in
favor of Tenant; and Landlord agrees and acknowledges that the Termination Fee
is in full satisfaction and accord of all amounts that are due and payable by
Tenant to Landlord as of the effective date of termination or as a result of
termination, other than: (i) charges for after hours HVAC service and any other
services chargeable directly to Tenant on an “as-required basis” under the
Lease (“Direct Service Charges”);
and (ii) indemnification and other amounts which are or may become due from
Tenant under the Lease, but only to the extent based on events occurring after,
or on facts that are not known or readily discoverable by Landlord as of, the
date of this Amendment Effective upon the termination of the Lease, Landlord
and Tenant each hereby waives, and releases the other from, any and all claims
for amounts which may otherwise then or thereafter be due under the Lease,
other than (A) the Termination Fee, to the extent not then paid, (B) accrued
and unpaid Direct Service Charges, and (C) claims for indemnification to the
extent based on events occurring after, or on facts that are not known or
readily discoverable by the releasing Party, as of, the date of this Amendment.


2.             Default.
Article 19 of the Initial Lease is hereby amended such that the following
language is inserted as a new subparagraph immediately following Article
19(a)(iii):


“(iv)        the
occurrence of any default by Tenant under the 400 Corporate Pointe Lease.”


3.             Rights
of Landlord. Without limiting the generality of Article l2 of the Initial
Lease, and notwithstanding anything to the contrary, Tenant shall permit
Landlord and Landlord’s partners, trustees, consultants, members, affiliates,
agents, directors, shareholders, employees and contractors (collectively, “Landlord’s Parties”) to enter into the
Premises at any time, without notice, for the purpose of inspecting the same,
for the purpose of showing the same to prospective purchasers, lenders and/or
tenants, for the purpose of repairing, altering or improving the Premises or
the Building, or for any other purpose as determined necessary by Landlord
(collectively, “Landlord’s Right of Entry”),
any and all such entries and activities to be entirely at Landlord’s risk and
expense (and, subject to the provisions of this paragraph, Landlord shall hold
harmless, indemnify and defend Tenant from and against any and all claims,
liability and expenses resulting therefrom). Without limiting the generality of
the foregoing, Landlord may, upon two (2) weeks prior notice to Tenant, host an
event in the Premises in connection with the 2005 NCAA Men’s Basketball
Tournament (which event shall be deemed an exercise of Landlord’s Right of
Entry and shall be subject to all terms and conditions governing Landlord’s
Right of Entry, except only that two (2) weeks prior notice shall be required
for such event). Tenant shall not (and Tenant shall ensure that its agents do
not) interfere with Landlord or Landlord’s Parties in connection with Landlord’s
Right of Entry, and Tenant shall cooperate with Landlord and Landlord’s Parties
in connection with the same. Tenant hereby agrees that (i) the exercise of
Landlord’s Right of Entry shall in no way constitute a constructive eviction of
Tenant or entitle Tenant to any abatement of rent payable pursuant to the
Lease, and (ii) Landlord shall have no responsibility for, or for any reason be
liable to, Tenant for any direct or indirect injury to or interference with
Tenant’s business arising from the exercise of Landlord’s Right of Entry, nor
shall Tenant be entitled to any compensation or damages



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from
Landlord for loss of the use of the whole or any part of the Premises or of
Tenant’s personal property or improvements resulting from the exercise of
Landlord’s Right of Entry or Landlord’s or Landlord’s Parties’ actions in
connection with the exercise of Landlord’s Right of Entry, or for any
inconvenience or annoyance occasioned by the exercise of Landlord’s Right of
Entry or Landlord’s or Landlord’s Parties’ actions in connection with the
exercise of Landlord’s Right of Entry.


4.             Estoppel.
Tenant warrants, represents and certifies to Landlord that, as of the date of
this Amendment: (a) Landlord is not in default under the Lease; and (b) Tenant
does not have any defenses or offsets to payment of rent and performance of its
obligations under the Lease as and when the same becomes due. Landlord
warrants, represents and certifies to Tenant that, to the best of Landlord’s
actual knowledge, as of the date of this Amendment: (x) Tenant is not in
default under the Lease; and (b) Landlord does not have any claims for amounts
due (other than current monthly rent amounts, which are not delinquent as of
the date hereof) or defenses to performance of its obligations under the Lease
as and when the same becomes due.


5.             Attorney’s
Fees. In the event either party shall commence an action to enforce any
provision of this Amendment, the prevailing party in such action shall be
entitled to receive from the other party, in addition to damages, equitable or
other relief, and all costs and expenses incurred, including reasonable
attorneys fees and court costs and the fees and costs of expert witnesses, and
fees incurred to enforce any judgment obtained. This provision with respect to
attorneys fees incurred to enforce a judgment shall be severable from all other
provisions of this Amendment, shall survive any judgment, and shall not be
deemed merged into the judgment.


6.             Brokers.
Tenant represents and warrants to Landlord that it has not dealt with any
broker with respect to this Amendment other than CB Richard Ellis, Inc. If
Tenant has dealt with any other broker or person with respect to this
Amendment, Tenant shall be solely responsible for the payment of any fees due
said person or firm and Tenant shall protect, indemnify, hold harmless and
defend Landlord from any liability in respect thereto.


7.             Lease
in Full Force. Except for those provisions which are inconsistent with this
Amendment and those terms, covenants and conditions for which performance has
heretofore been completed, all other terms, covenants and conditions of the
Original Lease shall remain in full force and effect. Tenant ratifies the
Original Lease, as amended hereby.


8.             Facsimile;
Counterparts. Signatures by facsimile on this Amendment shall have the same
force and effect as original ink signatures. This Amendment may be executed in
counterparts, each of which shall be deemed an original part and all of which
together shall constitute a single agreement.


9.             Waiver
of Consideration Failure Defense. Tenant hereby waives any defense to the
enforceability of this Amendment based upon any failure of consideration given
to Tenant hereunder.


[SIGNATURES ON
FOLLOWING PAGE]



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IN WITNESS WHEREOF, the parties have
executed this Amendment as of the date first written above.


	
  LANDLORD:

  	
  TENANT:

  
	
   

  	
   

  
	
  ARDEN REALTY
  FINANCE IV, L.L.C., a

  Delaware limited liability company

  	
  INVESTMENT TECHNOLOGY GROUP,

  INC., a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Robert C.
  Peddicord

  	
   

  	
  By:

  	
  /s/ David L.
  Meitz

  	
   

  
	
  Name:

  	
  Robert C.
  Peddicord

  	
   

  	
  Name:

  	
  DAVID L. MEITZ

  	
   

  
	
  Title:

  	
  Senior Vice
  President

  	
   

  	
  Title:

  	
  MANAGING
  DIRECTOR

  	
     12-16-04

  
	
   

  	
  Leasing and
  Operations

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
  /s/ Stuart
  Sperling

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
  Stuart Sperling

  	
     12/16/04

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
  Director

  	
   

  
												



 



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