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Exhibit 10.4    
    


SECURITY AGREEMENT SUPPLEMENT  


August 5, 2004 


Bank
of America, N.A.,

    as the Administrative Agent for the

    Secured Parties referred to in the

    Credit Agreement referred to below 


REFCO FINANCE HOLDINGS LLC  


Ladies
and Gentlemen: 


        Reference
is made to (i) the Credit Agreement dated as of August 5, 2004 (as amended, amended and restated, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among Refco Finance Holdings LLC, a Delaware limited liability company, New Refco Group Ltd., LLC, a Delaware limited
liability company ("Holdings"), the Lenders party thereto, Bank of America, N.A., as the L/C Issuer, the Swing Line Lender and the Administrative Agent
(together with any successor administrative agent, the "Administrative Agent"), and the other Agents named therein, and (ii) the Security
Agreement dated August 5, 2004 (as amended, amended and restated, supplemented or otherwise modified from time to time, the "Security Agreement")
made by the Grantors from time to time party thereto in favor of the Administrative Agent for the Secured Parties. Terms defined in the Credit Agreement or the Security Agreement and not otherwise
defined herein are used herein as defined in the Credit Agreement or the Security Agreement. 


        Section 1.    Grant of Security.    The undersigned hereby grants to the Administrative Agent, for the ratable
benefit of the Secured Parties, a security interest in, all of its right, title and interest in and to all of the Collateral of the undersigned, whether now owned or hereafter acquired by the
undersigned, wherever located and whether now or hereafter existing or arising, including, without limitation, the property and assets of the undersigned set forth on the attached supplemental
schedules to the Schedules to the Security Agreement. 


        Section 2.    Security for Obligations.    The grant of a security interest in the Collateral by the
undersigned under this Security Agreement Supplement and the Security Agreement secures the payment of all Secured Obligations of the undersigned now or hereafter existing, whether direct or indirect,
absolute or contingent, and whether for principal, reimbursement obligations, interest, premiums, penalties, fees, indemnifications, contract causes of action, costs, expenses or otherwise. 


        Section 3.    Supplements to Security Agreement Schedules.    The undersigned has attached hereto supplemental  Schedules I through
V to Schedules I through  V, respectively, to the Security Agreement, and the undersigned hereby certifies,
as of the date first above written, that such supplemental schedules
have been prepared by the undersigned in substantially the form of the equivalent Schedules to the Security Agreement and are complete and correct in all material respects. 


        Section 4.    Representations and Warranties.    The undersigned hereby makes each representation and warranty
set forth in Section 6 of the Security Agreement (as supplemented by the attached supplemental schedules) as of the date hereof. 


        Section 5.    Obligations Under the Security Agreement.    The undersigned hereby agrees, as of the date first
above written, to be bound as a Grantor by all of the terms and provisions of the Security Agreement to the same extent as each of the other Grantors. The undersigned further agrees, as of the date
first above written, that each reference in the Security Agreement to an "Additional Grantor" or a
"Grantor" shall also mean and be a reference to the undersigned. 










        Section 6.    GOVERNING LAW.    THIS SECURITY AGREEMENT SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 



	

 	
 	

Very truly yours,
	

 	
 	

REFCO GROUP LTD., LLC
	

 	
 	

By:	
 	


	 	 	 	 	Name:
	 	 	 	 	Title:
	

 	
 	

 	
 	

 	
 	

Address for Notices:
	 	 	 	 	 	 	

	 	 	 	 	 	 	

	 	 	 	 	 	 	

	

 	
 	

BERSEC INTERNATIONAL LLC

HAUT COMMODITIES, LLC

KROECK & ASSOCIATES LLC

LIND-WALDOCK SECURITIES, LLC

MARSHALL METALS, LLC

MARKET EDUCATIONAL INSTITUTE, LLC

REFCO ADMINISTRATION, LLC

REFCO CAPITAL LLC

REFCO CAPITAL HOLDINGS, LLC

REFCO CAPITAL MANAGEMENT, LLC

REFCO CAPITAL TRADING LLC

REFCO FINANCIAL, LLC

REFCO FIXED ASSETS MANAGEMENT, LLC

REFCOFUND MANAGEMENT, LLC

REFCO F/X ASSOCIATES, LLC

REFCO GLOBAL CAPITAL MANAGEMENT LLC

REFCO GLOBAL FUTURES, LLC

REFCO GLOBAL HOLDINGS, LLC

REFCO INFORMATION SERVICES, LLC

REFCO MANAGED FUTURES, LLC

REFCO MORTGAGE SECURITIES, LLC

REFCO REGULATED COMPANIES, LLC

REFCO TRADING SERVICES, LLC

SUMMIT MANAGEMENT, (NEWCO) LLC

WESTMINSTER-REFCO MANAGEMENT LLC
	

 	
 	

All by:	
 	


	 	 	 	 	Name:
	 	 	 	 	Title:










Supplemental Schedule I to the

Security Agreement  


CHIEF EXECUTIVE OFFICE, TYPE OF ORGANIZATION,

JURISDICTION OF ORGANIZATION AND ORGANIZATIONAL

IDENTIFICATION NUMBER  



	Grantor
 
	 	Chief Executive

Office
	 	Type of

Organization
	 	Jurisdiction of

Organization
	 	Organizational

I.D. No.

	  	 	 	 	 	 	 	 	 
	  	 	 	 	 	 	 	 	 
	  	 	 	 	 	 	 	 	 
	  	 	 	 	 	 	 	 	 
	  	 	 	 	 	 	 	 	 
	  	 	 	 	 	 	 	 	 










Supplemental Schedule II to the

Security Agreement  


PLEDGED EQUITY  



	Grantor
 
	 	Issuer
	 	Class of

Equity

Interest
	 	Par Value

(if applicable)
	 	Certificate

No(s)
	 	Number of

Shares
	 	Percentage of

Outstanding

Shares

	  	 	 	 	 	 	 	 	 	 	 	 	 
	  	 	 	 	 	 	 	 	 	 	 	 	 
	  	 	 	 	 	 	 	 	 	 	 	 	 
	  	 	 	 	 	 	 	 	 	 	 	 	 
	  	 	 	 	 	 	 	 	 	 	 	 	 
	  	 	 	 	 	 	 	 	 	 	 	 	 










Supplemental Schedule III to the

Security Agreement  


COMMERCIAL TORT CLAIMS  


[Describe
nature of claim(s)—see Comment 5 to UCC Section 9-108] 








Supplemental Schedule IV to the

Security Agreement  


COLLATERAL DESCRIPTION  


        "All personal property other than (A) motor vehicles the perfection of a security interest in which is excluded from the UCC, (B) any
Letter-of-Credit Rights to the extent any Grantor is required by applicable law to apply the Proceeds of such Letter-of-Credit Rights for a specified
purpose, (C) any General Intangible, Investment Property or other rights of a Grantor arising under any contract, instrument, license or other document if (but only to the extent that) the
grant of a security interest therein would constitute a violation of a valid and enforceable restriction in respect of such General Intangible, Investment Property or other rights in favor of a third
party or under any law, regulation, permit, order or decree of any Governmental Authority, unless and until all required consents shall have been obtained (for the avoidance of doubt, the restrictions
described herein are not negative pledges or similar undertakings in favor of a lender or other financial counterparty); provided that the limitation
set forth in this clause (C) above shall not affect, limit, restrict or impair the grant by a Grantor of a security interest pursuant to this Agreement in any such Collateral to the extent that
an otherwise applicable prohibition or restriction on such grant is rendered ineffective by the UCC, (D) any Deposit Accounts of a Grantor, (E) any Securities Accounts of a Grantor and
(F) any leasehold interest of any Grantor in any real property." 










Supplemental Schedule V to the

Security Agreement  


INTELLECTUAL PROPERTY  


	I.
	Patents  






	Grantor
 
	 	Patent Titles
	 	Country
	 	Patent No.
	 	Applic. No.
	 	Filing Date
	 	Issue Date

	  	 	 	 	 	 	 	 	 	 	 	 	 
	  	 	 	 	 	 	 	 	 	 	 	 	 
	  	 	 	 	 	 	 	 	 	 	 	 	 
	  	 	 	 	 	 	 	 	 	 	 	 	 
	  	 	 	 	 	 	 	 	 	 	 	 	 
	  	 	 	 	 	 	 	 	 	 	 	 	 




	II.
	Trademarks  






	Grantor
 
	 	Domain

Name/Mark
	 	Country
	 	Mark
	 	Reg. No.
	 	Applic. No.
	 	Filing Date
	 	Issue Date

	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	III.
	Trade Names  






	Names
 

	  
	  
	  
	  
	  
	  




	IV.
	Copyrights (including exclusive copyright licenses)  






	Grantor
 
	 	Title of Work
	 	Country
	 	Title
	 	Reg. No.
	 	Applic. No.
	 	Filing Date
	 	Issue Date

	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 













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Exhibit 10.4