**Exhibit 10.1.1**

LENDER JOINDER AGREEMENT

THIS LENDER JOINDER AGREEMENT(this “Agreement”) dated as of September 21, 2006 to the CreditAgreement referenced below is among GFI GROUP INC., a Delaware corporation (“GFI”),GFI HOLDINGS LIMITED, a company incorporated under the laws of England andWales (the “Foreign Borrower”, together with GFI, the “Borrowers”),the Guarantors identified on the signature pages hereto, BANK OF MONTREAL (the “New Lender”) and BANK OF AMERICA, N.A., as AdministrativeAgent (in such capacity, the “Administrative Agent”).

WITNESSETH

WHEREAS, a credit facility has been extended to theBorrowers pursuant to the terms of that certain Credit Agreement (as amended,modified and supplemented from time to time, the “Credit Agreement”)dated as of February 24, 2006 among the Borrowers, the Guarantors, certainfinancial institutions from time to time party thereto, as lenders (the “Lenders”)and the Administrative Agent;

WHEREAS, pursuant to Section2.02(f) of the Credit Agreement, GFI has the right to increase theAggregate Revolving Commitments by up to $50 million with new Commitments; and

WHEREAS, the New Lender hasagreed to provide a $25,000,000Revolving Commitment (the “Facility Increase”) under the Credit Agreement.

NOW, THEREFORE, IN CONSIDERATION of the premises andother good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the parties hereto agree as follows:

1.             Defined Terms.  Capitalizedterms used herein but not defined herein shall have the meanings assigned tosuch terms in the Credit Agreement.

2.             RevolvingCommitment.  The New Lender herebyagrees that from and after September 28, 2006 the New Lender shall have aRevolving Commitment of $25,000,000 under the Credit Agreement.  The Borrowers, the Guarantors and the NewLender hereby acknowledge, agree and confirm that the New Lender shall from andafter September 28, 2006 be deemed to be a party to the Credit Agreement and a “Lender”for all purposes of the Credit Agreement and the other Loan Documents, andshall have all of the rights and obligations of a Lender under the CreditAgreement and the other Loan Documents as if the New Lender had executed theCredit Agreement.  For the avoidance ofdoubt, the parties hereto agree that the New Lender will not become a party tothe Credit Agreement and have a Revolving Commitment thereunder until September28, 2006.

3.             Conditions Precedent.  ThisAgreement shall be effective as of the date hereof upon satisfaction of each ofthe following conditions precedent:

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(a)           receipt by theAdministrative Agent of this Agreement executed by the Borrowers, theGuarantors, the New Lender and the Administrative Agent; and

(b)           receipt by the Administrative Agent of a certificate dated as of thedate hereof from each Loan Party (i) certifying and attaching the resolutionsadopted by such Loan Party approving or consenting to the Facility Increase and(ii) in the case of GFI, certifying that, before and after giving effect to theFacility Increase, (A) the representations and warranties contained in ArticleVI of the Credit Agreement and in the other Loan Documents are true andcorrect in all material respects on and as of the date hereof, except to theextent that such representations and warranties specifically refer to anearlier date, in which case they are true and correct as of such earlier date,and except that for purposes of such certificate, the representations andwarranties contained in subsections (a) and (b) of Section 6.05 of theCredit Agreement shall be deemed to refer to the most recent statementsfurnished pursuant to clauses (a) and (b), respectively, of Section 7.01of the Credit Agreement and (B) no Default or Event of Default exists.

4.             Notices.  The applicable address, facsimile number andelectronic mail address of the New Lender for purposes of Section 11.02of the Credit Agreement are as set forth in the Administrative Questionnairedelivered by the New Lender to the Administrative Agent and GFI on or beforethe date hereof or such other address, facsimile number and electronic mailaddress as shall be designated by the New Lender in a notice to theAdministrative Agent and GFI.

5.             Reaffirmation ofGuaranty.  Each Guarantor (a) acknowledges and consents to all of the terms andconditions of this Agreement, (b) affirms all of its obligations under the Loan Documents and (c) agrees that this Agreement and alldocuments executed in connection herewith do not operate to reduce or dischargesuch Guarantor’s obligations under the Loan Documents.

6.             Governing Law.  ThisAgreement shall be deemed to be a contract made under, and for all purposesshall be construed in accordance with, the laws of the State of New York.

7.             Counterparts.  This Agreement may be executed in multiplecounterparts, each of which shall constitute an original but all of which whentaken together shall constitute one contract.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the Borrowers, the Guarantors, the New Lender andthe Administrative Agent have caused this Agreement to be executed by theirofficers thereunto duly authorized as of the date hereof.
| GFI:                  | GFI GROUP, INC.                                             |
|-----------------------|-------------------------------------------------------------|
|                  | a Delaware  corporation                                     |
|                  |                                                        |
|                  | By:                                                         |   |   |
|                  | Name:                                                       |
|                  | Title:                                                      |
|                  |                                                        |
|                  |                                                        |
| FOREIGN  BORROWER:    | GFI HOLDINGS LIMITED,                                       |
|                  | a company incorporated under the laws of England  and Wales |
|                  |                                                        |
|                  | By:                                                         |   |   |
|                  | Name:                                                       |
|                  | Title:                                                      |
|                  |                                                        |
|                  |                                                        |
| DOMESTIC  GUARANTORS: | GFI GROUP LLC,                                              |
|                  | a New York  limited liability company                       |
|                  |                                                        |
|                  | By:                                                         |   |   |
|                  | Name:                                                       |
|                  | Title:                                                      |
|                  |                                                        |
|                  | GFINET INC.,                                                |
|                  | a Delaware  corporation                                     |
|                  |                                                        |
|                  | By:                                                         |   |   |
|                  | Name:                                                       |
|                  | Title:                                                      |
|                  |                                                        |
|                  | GFI BROKERS LLC,                                            |
|                  | a Delaware  limited liability company                       |
|                  |                                                        |
|                  | By:                                                         |   |   |
|                  | Name:                                                       |
|                  | Title:                                                      |
|                  |                                                        |
|                  | INTERACTIVE  VENTURES LLC,                                  |
|                  | a Delaware  limited liability company                       |
|                  |                                                        |
|                  | By:                                                         |   |   |
|                  | Name:                                                       |
|                  | Title:                                                      |

 

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|                      | FENICS SOFTWARE  INC.,            |
|----------------------|-----------------------------------|
|                 | a Delaware  corporation           |
|                 |                              |
|                 | By:                               |   |   |
|                 | Name:                             |
|                 | Title:                            |
|                 |                              |
|                 |                              |
| FOREIGN  GUARANTORS: | FENICS LIMITED,                   |
|                 | a company  incorporated under the |
|                 | laws of England  and Wales        |
|                 |                              |
|                 | By:                               |   |   |
|                 | Name:                             |
|                 | Title:                            |
|                 |                              |
|                 | FENICS SOFTWARE  LIMITED,         |
|                 | a company  incorporated under the |
|                 | laws of England  and Wales        |
|                 |                              |
|                 | By:                               |   |   |
|                 | Name:                             |
|                 | Title:                            |
|                 |                              |
|                 | GFINET EUROPE  LIMITED,           |
|                 | a company  incorporated under the |
|                 | laws of England  and Wales        |
|                 |                              |
|                 | By:                               |   |   |
|                 | Name:                             |
|                 | Title:                            |

 

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| NEW LENDER:            | BANK OF MONTREAL                                                                                                  |
|------------------------|-------------------------------------------------------------------------------------------------------------------|
|                   |                                                                                                              |
|                   | By:         Bank  of Montreal – Chicago Branch                  |
|                   |                                                                                                              |
|                   | By:                                                                                                               |   |   |
|                   | Name:                                                                                                             |
|                   | Title:                                                                                                            |
|                   |                                                                                                              |
|                   | By:         Bank  of Montreal – London Branch                   |
|                   |                                                                                                              |
|                   | By:                                                                                                               |   |   |
|                   | Name:                                                                                                             |
|                   | Title:                                                                                                            |
|                   |                                                                                                              |
|                   |                                                                                                              |
| ADMINISTRATIVE  AGENT: |                BANK  OF AMERICA, N.A., |
|                   | as Administrative Agent                                                                                           |
|                   |                                                                                                              |
|                   | By:                                                                                                               |   |   |
|                   | Name:                                                                                                             |
|                   | Title:                                                                                                            |

 

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