Exhibit 10.10

DIRECTOR INDEMNIFICATION AGREEMENT

     This Agreement made and entered into [___], 2009 (“Agreement”), by and between GAIN Capital Holdings, Inc., a Delaware corporation (the “Company”) and [___] (the “Indemnitee”).

     WHEREAS, it is essential to the Company that it be able to retain and attract as directors the most capable persons available;

     WHEREAS, increased corporate litigation has subjected directors to litigation risks and expenses, and the limitations on the availability of directors and officers liability insurance have made it increasingly difficult for the Company to attract and retain such persons;

     WHEREAS, the Company desires to provide Indemnitee with specific contractual assurance of Indemnitee’s rights to full indemnification against litigation risks and expenses (regardless, among other things, of any amendment to or revocation of any such by-laws or any change in the ownership of the Company or the composition of its Board of Directors); and

     WHEREAS, the Company and Indemnitee desire to enter into this Agreement in order for Indemnitee to rely upon the rights afforded under this Agreement in accepting and continuing in Indemnitee’s position as a director of the Company.

     NOW, THEREFORE, in consideration of the promises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

1. Definitions.

     (a) “Corporate Status” describes the status of a person who is serving or has served (i) as a director of the Company, including as a member of any committee thereof, (ii) in any capacity with respect to any employee benefit plan of the Company, or (iii) as a director, manager, partner, trustee, officer, employee, or agent of any other Entity at the request of the Company. For purposes of subsection (iii) of this Section 1(a), an officer or director of the Company who is serving or has served as a director, manager, partner, trustee, officer, employee or agent of a Subsidiary (as defined below) shall be deemed to be serving at the request of the Company.

     (b) “Entity” shall mean any corporation, partnership, limited liability company, joint venture, trust, foundation, association, organization or other legal entity.

     (c) “Expenses” shall mean all fees, costs and expenses incurred in connection with any Proceeding (as defined below) and any taxes arising in connection therewith, including, without limitation, reasonable attorneys’ fees, disbursements and retainers (including, without limitation, any such fees, disbursements and retainers incurred by Indemnitee pursuant to Sections 9 and 11(c) of this Agreement), reasonable fees and disbursements of expert witnesses, private investigators and professional advisors (including, without limitation, accountants and

investment bankers), court costs, transcript costs, reasonable fees of experts, reasonable travel expenses, duplicating, printing and binding costs, telephone and fax transmission charges, postage, delivery services, secretarial services and other disbursements and expenses.

     (d) “Indemnifiable Expenses,” “Indemnifiable Liabilities” and “Indemnifiable Amounts” shall have the meanings ascribed to those terms in Section 3(a) below.

     (e) “Liabilities” shall mean judgments, damages, liabilities, losses, penalties, excise taxes, fines and amounts paid in settlement.

     (f) “Proceeding” shall mean any threatened, pending or completed claim, action, suit, arbitration, alternate dispute resolution process, investigation, administrative hearing, appeal, or any other proceeding, whether civil, criminal, administrative, arbitrative or investigative, whether formal or informal, including a proceeding initiated by Indemnitee pursuant to Section 11 of this Agreement to enforce Indemnitee’s rights hereunder.

     (g) “Subsidiary” shall mean any corporation, partnership, limited liability company, joint venture, trust or other Entity of which the Company owns (either directly or through or together with another Subsidiary of the Company) either (i) a general partner, managing member or other similar interest or (ii) (A) 50% or more of the voting power of the voting capital equity interest of such Entity, or (B) 50% or more of the outstanding voting capital stock or other voting equity interest of such Entity.

2. Services of Indemnitee. This Agreement shall not be deemed to constitute an agreement of employment nor shall it impose any obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company beyond any period otherwise required by law or by other agreements or commitments of the parties, if any.

3. Agreement to Indemnify. The Company agrees to indemnify Indemnitee as follows:

     (a) Subject to the exceptions contained in Section 4(a) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee’s Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as “Indemnifiable Expenses” and “Indemnifiable Liabilities,” respectively, and collectively as “Indemnifiable Amounts”).

     (b) To the extent permitted by applicable law and subject to the exceptions contained in Section 4(b) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.

     (c) To the extent permitted by applicable law, if Indemnitee was or is called as an expert witness to any Proceeding in which the Company is a party or which is otherwise related to the Company’s business to which the Indemnitee is not a party, Indemnitee shall be

indemnified by the Company against all Expenses incurred by Indemnitee in connection with such Proceeding.

4. Exceptions to Indemnification. Indemnitee shall be entitled to indemnification under Sections 3(a) and 3(b) above in all circumstances other than the following:

     (a) If indemnification is requested under Section 3(a) and it has been adjudicated finally by a court of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, Indemnitee failed to act (i) in good faith and (ii) in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful, Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder.

     (b) If indemnification is requested under Section 3(b) and

     (i) it has been adjudicated finally by a court of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, Indemnitee failed to act (A) in good faith and (B) in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or

     (ii) it has been adjudicated finally by a court of competent jurisdiction that Indemnitee is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that Indemnitee received an improper personal benefit, no Indemnifiable Expenses shall be paid with respect to such claim, issue or matter unless the court of law or another court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Indemnifiable Expenses which such court shall deem proper.

5. Procedure for Payment of Indemnifiable Amounts. Indemnitee shall submit to the Company a written request specifying the Indemnifiable Amounts for which Indemnitee seeks payment under Section 3 of this Agreement and the basis for the claim. The Company shall pay such Indemnifiable Amounts to Indemnitee within ten (10) calendar days of receipt of the request. At the request of the Company, Indemnitee shall furnish such documentation and information as are reasonably available to Indemnitee and necessary to establish that Indemnitee is entitled to indemnification hereunder.

6. Notification and Defense of Proceedings. If any Proceeding is brought against Indemnitee in respect of which indemnity may be sought under this Agreement:

     (a) Indemnitee will promptly notify the Company in writing of the commencement thereof, and the Company and any other indemnifying party similarly notified will be entitled to participate therein at its own expense or to assume the defense thereof and to engage counsel

reasonably satisfactory to Indemnitee; provided , however , that the failure to give any such notice shall not disqualify Indemnitee from indemnification hereunder unless the Company’s ability to defend against such Proceeding is materially and adversely prejudiced thereby. Notice to the Company shall be directed to the Chief Executive Officer of the Company at the address shown in Section 21 of this Agreement (or such other address as the Company shall designate in writing to Indemnitee pursuant to Section 21). Notice shall be deemed received three (3) business days after the date postmarked if sent by domestic certified or registered mail, properly addressed; otherwise notice shall be deemed received when such notice shall actually be received by the Company. Indemnitee shall have the right to engage his or her own counsel in connection with any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of Indemnitee unless (i) the Company shall not have assumed the defense of the Proceeding and employed counsel for such defense, or (ii) the named parties to any such action (including any impleaded parties) include both Indemnitee and the Company, and Indemnitee shall have reasonably concluded that joint representation is inappropriate under applicable standards of professional conduct due to a material conflict of interest between Indemnitee and the Company, in either of which events the reasonable fees and expenses of such counsel to Indemnitee shall be borne by the Company, subject to Section 9.

     (b) The Company shall not be liable to indemnify Indemnitee for any amounts paid in settlement of any Proceeding effected without the Company’s written consent, and the Company shall not settle any Proceeding in a manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent; provided , however , that neither the Company nor Indemnitee will unreasonably withhold its consent to any proposed settlement; and provided further , that if a Proceeding is settled by Indemnitee with the Company’s written consent, or if there be a final judgment or decree for the plaintiff in connection with the Proceeding by a court of competent jurisdiction, the Company shall indemnify and hold harmless Indemnitee from and against any and all Indemnifiable Losses incurred by reason of such settlement or judgment. The Company shall not, without the prior written consent of Indemnitee, consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise which (i) includes an admission of fault of Indemnitee or (ii) does not include, as an unconditional term thereof, the full release of Indemnitee from all liability in respect of the Proceeding, which release shall be in form and substance reasonably satisfactory to Indemnitee.

7. Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, and without limiting any such provision, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, Indemnitee shall be indemnified against all Expenses reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Agreement, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

8. Effect of Certain Resolutions. Neither the settlement nor termination of any Proceeding nor the failure of the Company to award indemnification or to determine that indemnification is payable shall create an adverse presumption that Indemnitee is not entitled to indemnification hereunder. In addition, the termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s action was unlawful.

9. Agreement to Advance Expenses; Conditions. The Company shall pay to Indemnitee all Indemnifiable Expenses incurred by Indemnitee in connection with any Proceeding, including a Proceeding by or in the right of the Company, in advance of the final disposition of such Proceeding, as the same are incurred. To the extent required by Delaware law, Indemnitee hereby undertakes to repay the amount of Indemnifiable Expenses paid to Indemnitee if it is finally determined by a court of competent jurisdiction that Indemnitee is not entitled under this Agreement to indemnification with respect to such Indemnifiable Expenses. This undertaking is an unlimited general obligation of Indemnitee.

10. Procedure for Advance Payment of Expenses. Indemnitee shall submit to the Company a written request specifying the Indemnifiable Expenses for which Indemnitee seeks an advancement under Section 9 of this Agreement, together with documentation evidencing that Indemnitee has incurred such Indemnifiable Expenses. Payment of Indemnifiable Expenses under Section 9 shall be made no later than ten (10) calendar days after the Company’s receipt of such request and receipt of the documentation described above.

11. Remedies of Indemnitee.

     (a)  Right to Petition Court . In the event that Indemnitee makes a request for payment of Indemnifiable Amounts under Sections 3 and 5 above or a request for an advancement of Indemnifiable Expenses under Sections 9 and 10 above and the Company fails to make such payment or advancement in a timely manner pursuant to the terms of this Agreement, Indemnitee may petition a court of law to enforce the Company’s obligations under this Agreement.

     (b)  Burden of Proof . In any judicial proceeding brought under Section 11(a) above, the Company shall have the burden of proving that Indemnitee is not entitled to payment of Indemnifiable Amounts hereunder.

     (c)  Expenses . The Company agrees to reimburse Indemnitee in full for any Expenses incurred by Indemnitee in connection with investigating, preparing for, litigating, defending or settling any action brought by Indemnitee under Section 11(a) above, or in connection with any claim or counterclaim brought by the Company in connection therewith.

     (d)  Validity of Agreement . The Company shall be precluded from asserting in any Proceeding, including, without limitation, an action under Section 11(a) above, that the provisions of this Agreement are not valid, binding and enforceable or that there is insufficient

consideration for this Agreement and shall stipulate in court that the Company is bound by all the provisions of this Agreement.

     (e)  Failure to Act Not a Defense . The failure of the Company (including its Board of Directors or any committee thereof, independent legal counsel or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 11(a) above, and shall not create a presumption that such payment or advancement is not permissible.

12. Representations and Warranties of the Company. The Company hereby represents and warrants to Indemnitee as follows:

     (a)  Authority . The Company has all necessary power and authority to enter into, and be bound by the terms of, this Agreement, and the execution, delivery and performance of the undertakings contemplated by this Agreement have been duly authorized by the Company.

     (b)  Enforceability . This Agreement, when executed and delivered by the Company in accordance with the provisions hereof, shall be a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the enforcement of creditors’ rights generally.

13. Insurance.

     (a) The Company shall, as promptly as practicable following the date hereof, obtain and maintain directors and officers’ liability insurance coverage on terms reasonably satisfactory to the Indemnitee of at least $5,000,000, covering, among other things, violations of federal or state securities laws (and immediately prior to the consummation of an Initial Public Offering the level of coverage shall be increased to at least $10,000,000). In all policies of director and officer liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company’s officers and directors. As used herein, the term “Initial Public Offering” shall mean the Company’s first firm commitment underwritten public offering of its Common Stock registered under the Securities Act of 1933, as amended (or any similar successor federal statute and the rules and regulations thereunder, all as the same shall be in effect from time to time) covering the offer and sale by the Company of its common stock.

     (b) If, at the time of the receipt of a notice of a Proceeding pursuant to Section 6(a) of this Agreement, the Company has director and officers’ liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.

14. Contract Rights Not Exclusive. The rights to payment of Indemnifiable Amounts and advancement of Indemnifiable Expenses provided by this Agreement shall be in addition to, but not exclusive of, any other rights which Indemnitee may have at any time under applicable law, the Company’s by-laws or certificate of incorporation, any insurance policy purchased or maintained by the Indemnitee or the Fund Indemnitors (as defined below) or any other agreement, vote of stockholders or directors (or a committee of directors), or otherwise, both as to action in Indemnitee’s official capacity and as to action in any other capacity as a result of Indemnitee’s serving as a director of the Company.

15. Successors. This Agreement shall be (a) binding upon all successors and assigns of the Company (including any transferee of all or a substantial portion of the business, stock and/or assets of the Company and any direct or indirect successor by merger or consolidation or otherwise by operation of law) and (b) binding on and shall inure to the benefit of the heirs, personal representatives, executors and administrators of Indemnitee. This Agreement shall continue for the benefit of Indemnitee and such heirs, personal representatives, executors and administrators after Indemnitee has ceased to have Corporate Status.

16. Subrogation. In the event of any payment of Indemnifiable Amounts under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of contribution or recovery of Indemnitee against other persons, and Indemnitee shall take, at the request of the Company, all reasonable action necessary to secure such rights, including the execution of such documents as are necessary to enable the Company to bring suit to enforce such rights. In no event, however, shall the Company or any other person have any right of recovery, through subrogation or otherwise, against (i) Indemnitee, (ii) the Fund Indemnitors, or (iii) any insurance policy purchased or maintained by Indemnitee or the Fund Indemnitors.

17. Change in Law. To the extent that a change in Delaware law (whether by statute or judicial decision) shall permit broader indemnification or advancement of expenses than is provided under the terms of the by-laws of the Company and this Agreement, Indemnitee shall be entitled to such broader indemnification and advancements, and this Agreement shall be deemed to be amended to such extent. In the event of any change in Delaware law (whether by statute or judicial decision) which narrows the right of a Delaware corporation to indemnify a member of its Board of Directors, an officer, or other corporate agent, such changes, to the extent not otherwise required by applicable law to be applied to this Agreement, shall have no effect on this Agreement or the parties’ rights and obligations hereunder.

18. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement, or any clause thereof, shall be determined by a court of competent jurisdiction to be illegal, invalid or unenforceable, in whole or in part, such provision or clause shall be limited or modified in its application to the minimum extent necessary to make such provision or clause valid, legal and enforceable, and the remaining provisions and clauses of this Agreement shall remain fully enforceable and binding on the parties.

19. Indemnitee as Plaintiff. Except as provided in Section 11(c) of this Agreement and in the next sentence, Indemnitee shall not be entitled to payment of Indemnifiable Amounts or advancement of Indemnifiable Expenses with respect to any Proceeding brought by Indemnitee

against the Company, any Entity which it controls, any director or officer thereof, or any third party, unless such Company has consented to the initiation of such Proceeding. This Section shall not apply to counterclaims or affirmative defenses asserted by Indemnitee in an action brought against Indemnitee.

20. Modifications and Waiver. Except as provided in Section 17 above with respect to changes in Delaware law that broaden the right of Indemnitee to be indemnified by the Company, no supplement, modification or amendment of this Agreement shall be binding unless executed in writing by each of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement (whether or not similar), nor shall such waiver constitute a continuing waiver.

21. General Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered by hand, (b) when transmitted by facsimile and receipt is acknowledged, or (c) if mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed:

If to Indemnitee, to:

[________]
[________]
[________]
[________]

If to the Company, to:

GAIN Capital Holdings, Inc.
550 Hills Drive, Suite 210
Bedminster, New Jersey 07921
Attention: Chief Executive Officer

or to such other address as may have been furnished in the same manner by any party to the others.

21. Governing Law. This Agreement shall be governed by and construed and enforced under the laws of the State of Delaware without giving effect to the provisions thereof relating to conflicts of law.

22. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument.

23. Primacy of Indemnification. The Company hereby acknowledges that Indemnitee has certain rights to indemnification, advancement of expenses and/or insurance provided by investment funds managed by entities referred to as “[___]” and their affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees that it is the indemnitor of

first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), and that the Company will not assert that the Indemnitee must seek expense advancement or reimbursement, or indemnification, from any Fund Indemnitor before the Company must perform its expense advancement and reimbursement, and indemnification obligations, under this Agreement. No advancement or payment by the Fund Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing. The Fund Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery which Indemnitee would have had against the Company if the Fund Indemnitors had not advanced or paid any amount to or on behalf of Indemnitee. If for any reason the a court of competent jurisdiction determines that the Fund Indemnitors are not entitled to the subrogation rights described in the preceding sentence, the Fund Indemnitors shall have a right of contribution by the Company to the Fund Indemnitors with respect to any advance or payment by the Fund Indemnitors to or on behalf of the Indemnitee. The Company and Indemnitee agree that each Fund Indemnitor is a third party beneficiary of this Agreement.

[END OF TEXT]

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

[Signature Page to Director Indemnification Agreement]

Exhibit 10.19

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of January 1, 2008 and is by and between GAIN Capital Holdings, Inc., a corporation organized under the laws of Delaware, including its subsidiaries and affiliates (the “Company”) and Glenn Stevens.

Recitals

WHEREAS, the Company desires to promote and secure for itself the services of Executive, and the Executive wishes to furnish such services to the Company, pursuant to the terms and subject to the conditions hereinafter set forth;

WHEREAS, Executive has served as Chief Executive Officer of the Company since June 7, 2007 and prior thereto served in various officer positions at the Company and its subsidiaries;

WHEREAS, the parties wish to amend and restate Executives terms of employment as set forth in this Agreement;

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and obligations set forth herein, the parties hereto, intending to be legally bound, hereby agree as follows:

     1.  Employment Term . The Company hereby agrees to employ the Executive directly or though a subsidiary, and the Executive hereby agrees to enter into such employment, as the Chief Executive Officer of the Company, through December 31, 2009, unless terminated sooner pursuant to Section 8 hereof (the “Initial Term”). The Term of this Agreement shall renew for an additional one-year period after the scheduled expiration of the Initial Term unless the Company or the Executive, at its or his sole and exclusive option and for any reason whatsoever, provides written notice to the other party not later than ninety (90) days prior to the scheduled expiration of the Initial Term that this Agreement shall not be renewed beyond the Initial Term (as used in this Agreement, “Term” shall apply to the Initial Term and any renewal term).

     2.  Representations and Warranties . The Executive represents that Executive is entering into this Agreement voluntarily and that Executive’s employment hereunder and his compliance with the terms and conditions of this Agreement will not conflict with or result in the breach of any agreement to which Executive is a party or by which Executive may be bound, or any legal duty that Executive owes or may owe to another.

     3.  Duties and Extent of Services .

     (a) During the Term, the Executive shall serve as Chief Executive Officer of the Company and its primary domestic operating subsidiaries, with such duties, responsibilities and authority as are consistent with such position, subject to the oversight of the Company (the “Board”), and shall so serve faithfully and to the best of Executive’s ability under the direction and supervision of the Board. As an executive officer of the Company, the Executive shall be entitled to all of the benefits and protections to which all officers of the Company are entitled pursuant to the Company’s Amended and Restated Certificate of Incorporation, which shall

include, but not be limited to, the rights of indemnification set forth in such Amended and Restated Certificate of Incorporation, and coverage under the Company’s directors’ and officers’ liability insurance as in effect from time to time.

     (b) During the Term, the Executive agrees to devote substantially his full time, attention, and energies to the Company’s business and shall not be engaged in any other business activity, whether or not such business activity is pursued for gain, profit, or other pecuniary advantage. Subject, however, to Section 11, 12 and 13 herein, the Executive may serve in charitable and civic positions and as a director of other companies with the prior consent of the Board, which consent shall not be unreasonably withheld. The Executive covenants, warrants, and represents that, subject to the activity he shall devote his full and best efforts to the fulfillment of his employment obligations, and he shall exercise the highest degree to loyalty and the highest standards of conduct in the performance of his duties.

     4.  Compensation .

     (a)  Base Salary . The Company shall pay the Executive a base salary (the “Base Salary”) of not less than $650,000 per year, payable in monthly installments. The Base Salary shall be reviewed by the Board annually and may be increased in the Board’s sole discretion. The Executive shall not receive any additional compensation from any subsidiary of the Company following the date hereof.

     (b)  Bonus . The Executive will be eligible for payment of a bonus on an annual basis (the “Annual Bonus”) and a quarterly basis (the “Quarterly Bonuses”), as determined by the Company’s Compensation Committee in its sole discretion. The right to the Annual Bonus shall accrue on December 31 ^st of each year, and Executive must be employed on that date to be eligible for the Annual Bonus, except as is expressly provided in Section 9 . To the extent the Executive is entitled to receive an Annual Bonus and/or a fourth-quarter Quarterly Bonus for any calendar year, the Annual Bonus and/or such Quarterly Bonus shall be paid to the Executive after the end of the calendar year to which such Bonuses relate, at the same time as the Company pays bonuses to other executives generally; provided that in no event shall the Bonuses be paid later than the 15th day of the third month following the year in which the Bonuses are earned. To the extent the Executive is entitled to receive a Quarterly Bonus for one or more of the first three quarters of any calendar year, if any, the Bonuses shall be paid to the Executive, at the same time as the Company pays bonuses to other executives generally; provided that such payments are made prior to December 31 of the calendar year in which such Quarterly Bonuses are earned.

     5.  Benefits . During the Term, tile Executive shall be entitled to participate in any and all benefit programs and arrangements generally made available by the Company to executive officers, including, but not limited to, pension plans, contributory and noncontributory welfare and benefit plans, disability plans and medical, death benefit and life insurance plans for which the Executive may be eligible during the Term. Furthermore, the Executive shall be permitted four (4) weeks of paid time off (“PTO”) during each calendar year. Accrued paid leave may be used for vacation, professional enrichment and education, sickness and disability. Unused leave shall not accrue from one calendar year to another.

     6.  Expenses . During the Executive’s employment, the Executive will be reimbursed for travel, entertainment and other out-of-pocket expenses reasonably incurred by Executive on behalf of the Company in the performance of Executive’s duties hereunder, so long as (a) such

expenses are consistent with the type and amount of expenses that customarily would be incurred by similarly situated corporate executives in the United States; and (b) the Executive timely provides copies of receipts for expenses in accordance with Company policy.

     7.  Adherence to Company Policy . The Executive acknowledges that he is subject to insider information policies designed to preclude its employees from violating the federal securities laws by trading on material, non-public information or passing such information on to others in breach of any duty owed to the Company or any third party. The Executive shall promptly execute any agreements generally distributed by the Company or to its employees requiring such employees to abide by its inside information policies.

     8.  Termination .

     (a)  Disability . In accordance with applicable law, the Company may terminate the Executive’s employment at any time after the Executive becomes Disabled. As used herein, “Disabled” means the incapacity of the Executive, due to injury, illness, disease, or bodily or mental infirmity, to engage in the performance of substantially all of the usual duties of employment with the Company.

     (b)  Death . The Executive’s employment with the Company will terminate upon the death of the Executive.

     (c)  Termination with Cause . The Company may terminate the Executive’s employment at any time for “ Cause ” by providing written notice of such termination to the Executive. As used herein, “ Cause ” means any of the following, as determined by the Board:

          (i) the Executive’s material breach of this Agreement;

          (ii) the Executive’s gross negligence (other than as a result of this ability or occurring after the Executive’s provision of notice in connection with a resignation for Good Reason) or willful misconduct in carrying out his duties hereunder, resulting in harm to the Company;

          (iii) the Executive’s material breach of any of his fiduciary obligations as an officer of the Company;

          (iv) any conviction by a court of law of, or entry of a pleading of guilty or not contendere by the Executive with respect to, a felony or any other crime for which fraud or dishonesty is a material element, excluding traffic violations;

          (v) the Executive willfully or recklessly engages in conduct which either is materially or demonstrably injurious to the Company, monetarily or otherwise.

     For purposes of determining Cause, no act or omission by the Executive shall be considered “willful” unless it is done or omitted in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act or failure to act based upon: (a) authority given pursuant to a resolution duly adopted by the Board, or (b) advice of counsel for the Company, shall be conclusively presumed to be done or omitted to be done by the Executive in good faith and in the best interests of the Company. In addition, as to subsections (i)-(iii) above, if the action or inaction in question is susceptible of a cure, then no

finding of Cause shall occur prior to written notice to the Executive setting forth in reasonable detail the action or inaction at issue, and the Executive’s failure to cure such condition following a cure period of no less than sixty (60) days.

     (d)  Termination Without Cause . The Company, at the direction of the Board, may terminate the Executive’s employment without Cause at any time upon no less than ninety (90) days prior written notice, or ninety (90) days’ pay in lieu of notice.

     (e)  Resignation for Good Reason . The Executive may resign from his employment with the Company for Good Reason by providing written notice to the Board that an event constituting Good Reason has occurred and the Executive desires to resign from his employment with the Company as a result. Such notice must be provided to the Board by the Executive within sixty (60) days following the initial occurrence of the event constituting Good Reason. After receipt of such written notice, the Board shall have a period of sixty (60) days to cure such event; provided, however, the Board, may, at its sole option, determine not to cure such event and accept the Executive’s resignation effective thirty (30) days following the Board’s receipt of the Executive’s notice that an event constituting Good Reason has occurred. If the Board does not cure the event constituting Good Reason within the requisite sixty (60) day period, the Executive’s employment with the Company shall terminate on account of Good Reason thirty (30) days following the expiration of the Board’s cure period, unless the Board determines to terminate the Executive’s employment prior to such date. As used herein, “Good Reason” means that, without the Executive’s consent, any of the following has occurred:

          (i) a material diminution in the Executive’s authority, duties or responsibilities;

          (ii) a material diminution in the Executive’s Base Salary; or

          (iii) any action or inaction by the Company that constitutes a material breach by the Company of its obligations under this Agreement.

     (f)  Resignation Without Good Reason . The Executive may resign from his employment with the Company without Good Reason (as that term is defined in Section 8(c) ) at any time upon no less than ninety (90) days prior written notice to the Board. Upon such notice of resignation, the Company may, at its sole option, accept the Executive’s resignation effective as of a date prior to the resignation date specified in the notice, and in such event, the earlier date will be the effective date of termination of the Executive’s employment for all purposes hereunder.

     9.  Compensation Upon Termination .

     (a)  Disability . Upon termination of employment pursuant to Section 8(a), the Executive will receive any Base Salary accrued and unpaid as of such date as well as any accrued but unused PTO and appropriate expense reimbursements. If the Executive becomes disabled before the end of the fiscal year, the Executive will also receive an Annual Bonus for such fiscal year on a pro rata basis (1/12th of the Annual Bonus for each month in which he was employed on the last day of that month), but only to the extent that all prerequisites for receiving the Annual Bonus have otherwise been satisfied. Such pro rata bonus will be paid at the time that the annual bonus is paid to other executives. The Executive shall also be entitled to any

Quarterly Bonus for all quarters ending prior to and including the quarter in which there was an onset of Disability. The Company shall have no further obligations under this Agreement to the Executive.

     (b)  Death . In the event of the Executive’s death, the Executive’s estate will receive his Base Salary accrued and unpaid as of the date of his death as well as any accrued but unused PTO and appropriate expense reimbursements. If the Executive dies before the end of the fiscal year, the Executive’s estate will receive an Annual Bonus for such fiscal year on a pro rata basis (1/12th of the Annual Bonus for each month in which he was employed on the last day of that month), but only to the extent that all prerequisites for receiving the Annual Bonus have otherwise been satisfied. Such pro rata bonus will be paid at the time that the annual bonus is paid to other executives. The Executive shall also be entitled to any Quarterly Bonus for all quarters ending prior to and including the quarter in which the Death occurs. The Company shall have no further obligations under this Agreement to the Executive.

     (c)  Termination Without Cause, Resignation With Good Reason or Non-Renewal of Contract . If the Company terminates the Executive’s employment without Cause pursuant to Section 8(d), or if the Executive resigns for Good Reason pursuant to Section 8(e) , or if the Company declines to renew the Executive’s contract pursuant to Section 1 and the Executive’s employment with the Company terminates on the last day of such term, the Company will pay the Executive his Base Salary accrued and unpaid as of the date of termination of employment as well as any accrued but unused PTO and appropriate expense reimbursements. In addition, subject to the Executive’s execution and nonrevocation of the general release of claims described in Section 9(e) below and compliance with the requirements of Section 22 below, the Company will also pay and/or provide to the Executive (i) severance in an amount equal to eighteen (18) months of the Executive’s monthly Base Salary (the “Severance Amount”), minus applicable deductions and withholdings, which shall be paid to the Executive in accordance with the Company’s normal payroll practices in equal installments over the eighteen (18) month period following Executive’s last day of employment and which shall commence as soon as administratively practicable following the expiration of the revocation period for the general release, but not later than sixty (60) days following the date of Executive’s last day of employment with the Company; (ii) in accordance with Section 4(b), the Executive will receive any accrued and unpaid Annual Bonus and Quarterly Bonus, minus applicable deductions and withholdings, for which he is eligible; (iii) notwithstanding the eligibility requirement that the Executive must be employed by the Company as of the date on which the Annual Bonus or Quarterly Bonus is paid, if the Executive’s employment is terminated before such date in accordance with Section 8(d) or 8(e), he will be eligible to receive a Quarterly Bonus and Annual Bonus on a pro rata basis (1112th of the Annual Bonus for each month in which he was employed on the last day of that month, and the Quarterly Bonus for all quarters ending prior to and including the quarter in which the termination occurs), minus applicable deductions and withholdings, but only to the extent that all prerequisites for receiving the Annual Bonus and Quarterly Bonus have otherwise been satisfied, with such pro rata bonus being paid at the time that the Annual Bonus or Quarterly Bonus, as applicable, is paid to other executives; (iv) notwithstanding any provision to the contrary in any applicable grant agreement or the Company’s 2006 Equity Compensation Plan (or a successor plan), all shares subject to Company equity grants (including without limitation stock options, stock units and stock awards) held by the Executive at the time of his termination date that would have vested within the twenty-four (24) month period following the Executive’s termination date if the vesting schedule for such

grants were based on a monthly vesting schedule, as opposed to the vesting schedule set forth in his grant agreement, shall become vested on the Executive’s termination date; and (v) the Company will provide continued health benefits to the Executive at the same premium rates charged to other then current employees of the Company for the eighteen (18) month period following his termination of employment, unless the Executive is otherwise covered by health insurance provided by a future employer. The Company has no further obligation under this Agreement to the Executive upon his termination without Cause, resignation for Good Reason, or the Company’s decision not to renew the contract. The obligations of the Company set forth in this Section 9(c) will be suspended and no longer enforceable if the Executive materially breaches the terms and conditions of Sections 9(e), 7, 10, 11, 12, 13, 14 or 15 , which material breach is not cured (if capable of cure) within ten (10) days written notice of such breach.

     (d)  Termination With Cause or Resignation Without Good Reason . If the Company terminates the Executive’s employment with Cause pursuant to Section 8(c), if the Executive resigns without Good Reason pursuant to Section 8(f) , if the Executive resigns following his notice of nonrenewal of this Agreement or if the Executive is entitled to the severance benefits pursuant to Section 9(c) and either does not execute or revokes the general release of claims required pursuant to Section 9(e), the Company will pay the Executive his Base Salary accrued and unpaid as of the date of termination of employment as well as any accrued but unused PTO and appropriate expense reimbursements. The Company shall have no further obligations under this Agreement to the Executive.

     (e)  Release of Claims . As a condition for the payments of the Severance Amount and pro-rata Quarterly and Annual Bonuses provided in Section 9(c) , the Executive must execute a general release of all claims (including claims under local, state and federal laws, but excluding claims for payment due under Section 9(c) that the Executive has or may have against the Company or any related individuals or entities. The release shall be in a form reasonably acceptable to the Company, and shall include confidentiality, cooperation, and non-disparagement provisions, as well as other terms requested by the Company that are typical of an executive severance agreement. The Severance Amount, pro-rata Quarterly and Annual Bonuses, acceleration of vesting and continued health benefits provided for in Section 9(c) are conditioned upon and will not be paid (or be provided) until the execution of the release and the expiration of any revocation period.

          10. Confidentiality; Return of Company Property .

     (a) The Executive acknowledges that, by reason of Executive’s employment by the Company, Executive will have access to confidential information of the Company, including, without limitation, information and knowledge pertaining to products, inventions, discoveries, improvements, innovations, designs, ideas, trade secrets, proprietary information, business strategies, packaging, advertising, marketing, distribution and sales methods, sales and profit figures, employees, customers and clients, and relationships between the Company and its business partners, including dealers, traders, distributors, sales representatives, wholesalers, customers, clients, suppliers and others who have business dealings with them (“Confidential Information”). The Executive acknowledges that such Confidential Information is a valuable and unique asset of the Company and covenants that, both during and after the Term, Executive will not disclose any Confidential Information to any person or entity, except as Executive’s duties as an employee of the Company may require, without the prior written authorization of the Board. The obligation of confidentiality imposed by this Section 10 shall not apply to

Confidential Information that otherwise becomes generally known to the public through no act of the Executive in breach of this Agreement or any other party in violation of an existing confidentiality agreement with the Company, or which is required to be disclosed by court order or applicable law.

     (b) All records, designs, patents, business plans, financial statements, manuals, memoranda, lists, research and development plans and products, and other property delivered to or compiled by the Executive by or on behalf of the Company or its vendors or customers that pertain to the business of the Company shall be and remain the property of the Company, and be subject at all times to its discretion and control. Likewise, all correspondence, reports, records, charts, advertising materials and other similar data pertaining to the business, activities or future plans of the Company (and all copies thereof) that are collected by the Executive shall be delivered promptly to the Company without request by it upon termination of the Executive’s employment.

     11.  Non-Competition . While the Executive is employed at the Company and for a period of eighteen (18) months after the termination of his employment with the Company for any reason (the “Non-Compete Term”), the Executive will not, directly or indirectly, own, maintain, finance, operate, engage in, assist, be employed by, contract with, license, or have any interest in, or association with a business or enterprise engaged in or planning to be engaged in, the Internet retail trading of foreign exchange, or any business engaged in by the Company, or approved for the Company or its affiliates to be engaged in by the Board of Directors of the Company, during his employment with the Company.

     12.  Solicitation of Clients . During the periods in which the provisions of Section 11 shall be in effect, the Executive, directly or indirectly, including through any other person or entity, shall not seek business from any Client on behalf of any enterprise or business other than the Company, refer business generated from any Client to any enterprise or business other than the Company, or receive commissions based on sales or otherwise relating to the business from lily Client, enterprise or business other than the Company. For purposes of this Agreement, the term “Client” means any person, firm, corporation, limited liability company, partnership, association or other entity (i) to which the Company sold or provided services during the 12-month period prior to the time at which any determination is required to be made as to whether any such person, firm, corporation, partnership, association or other entity is a Client, or (ii) who or which has been approached by an employee of the Company for the purpose of soliciting business for the Company and which business was reasonably expected to generate revenue in excess of $100,000 per annum.

     13.  Solicitation of Employees . During the periods in which the provisions of Section 11 shall be in effect, the Executive, directly or indirectly, shall not contact or solicit any employee of the Company for the purpose of hiring them or causing them to terminate their employment relationship with the Company.

     14.  Inventions, Ideas, Processes, and Designs . All inventions, ideas, processes, programs, software, and designs (including all improvements) conceived or made by the Executive during his employment with the Company (whether or not actually conceived during regular business hours) and related to the business of the Company, or the business approved by the Board of Directors to be engaged in by the Company, shall be disclosed in writing promptly to the Company and shall be the sole and exclusive property of the Company. An invention, idea,

process, program, software, or design (including an improvement) shall be deemed related to the actual or approved business of the Company if (x) it was made with the Company’s equipment, supplies, facilities, or Confidential Information, (y) results from work performed by the Executive for the Company, or (z) pertains to the current business or demonstrably anticipated research or development work of the Company, The Executive shall cooperate with the Company and its attorneys in the preparation of patent and copyright applications for such developments and, upon request, shall promptly assign all such inventions, ideas, processes, and designs to the Company. The decision to file for patent or copyright protection or to maintain such development as a trade secret shall be in the sole discretion of the Company, and the Executive shall be bound by such decision.

     15.  Specific Performance . The Executive acknowledges that the services to be rendered by the Executive are of a special, unique and extraordinary character and, in connection with such services, the Executive will have access to Confidential Information vital to the Company’s business, By reason of this, the Executive consents and agrees that if the Executive violates any of the provisions of Section 11, 12, 13, and 14 hereof, the Company would sustain irreparable injury and that monetary damages would not provide adequate remedy to the Company. The Executive hereby agrees that the Company shall be entitled to have Section 11, 12, 13, or 14 hereof specifically enforced (including, without limitation, by injunctions and restraining orders) by any court in the State of New Jersey having equity jurisdiction and agrees to be subject to the jurisdiction of said court. Nothing contained herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages from the Executive.

     16.  Executive’s Option To Purchase GCAM . Executive hereby agrees and acknowledges that the Stevens Purchase Option (as defined in that certain Letter Agreement between Glenn Stevens and GAIN Capital Holdings, Inc., dated as of January 1, 2007) is hereby terminated in its entirety and all rights of Executive in connection with the Stevens Purchase Option are of no further force and effect.

     17.  Company’s Call Option . The Company hereby agrees and acknowledges that that Call Option (as defined in that certain Restricted Stock Unit Agreement, dated as of January1, 2007, by the Company to Glenn Stevens (the “RSU Agreement"» of the Company under the RSU Agreement is hereby terminated, and from and after the date hereof, all 48,820 restricted stock units granted to Glenn Stevens pursuant to the RSU Agreement shall no longer be subject to such Call Option.

     18.  Complete Agreement . This Agreement embodies the entire agreement of the parties with respect to the Executive’s employment, compensation, benefits and related items and supersede any other prior oral or written agreements, arrangements or understandings between the Executive and the Company. This Agreement may not be changed or terminated orally but only by an agreement in writing signed by the parties hereto.

     19.  Waiver . The waiver by either party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by such party.

     20.  Governing Law; Assignability .

     (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of New Jersey without reference to the choice of law provisions thereof.

     (b) The Executive may not, without the Company’s prior written consent, delegate, assign, transfer, convey, pledge, encumber or otherwise dispose of this Agreement or any interest herein. Any such attempt shall be null and void and without effect. The Company and the Executive agree that this Agreement and all of the Company’s rights and obligations hereunder may be assigned or transferred by the Company and shall be assumed by and be binding upon any successor to the Company.

     21.  Severability . If any provision of this Agreement or any part thereof, including, without limitation, Sections 11. 12, 13, or 14 , as applied to either party or to any circumstances shall be adjudged by a court of competent jurisdiction to be void or unenforceable, the same shall in no way affect any other provision of this Agreement or remaining parts thereof, which shall be given full effect without regard to the invalid or unenforceable part thereof, or the validity or enforceability of this Agreement.

     22.  Notices . All notices to the Company or the Executive, permitted or required hereunder, shall be in writing and shall be delivered personally, by telecopier or by courier service providing for next-day delivery or sent by registered or certified mail, return receipt requested, to the following addresses:

     If to the Company:

GAIN Capital Holding, Inc.
550 Hills Drive
Bedminster, New Jersey 079221
Attention: Chairman of the Board

If to the Executive, to the address set forth on the first page hereof.

Either party may change the address to which notices shall be sent by sending written notice of such change of address to the other party. Any such notice shall be deemed given, if delivered personally, upon receipt; if telecopied, when telecopied; if sent by courier service providing for next-day delivery, the next business day following deposit with such courier service; and if sent by certified or registered mail, three days after deposit (postage prepaid) with the U.S. mail service.

     23.  Section 409A .

     (a) This Agreement shall be interpreted to avoid any penalty sanctions under section 409A of the Internal Revenue Code of 1986, as amended (“section 409A”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under section 409 A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. For purposes of section 409A, each payment under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of payment.

     (b) To the maximum extent permitted under section 409A, the cash severance payments payable under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii); provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409 A at the time of his separation from service and if payment of the Excess Amount under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to section 409A, payment of such amount shall be delayed as required by section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of postponed amount, the amounts withheld on account of section 409 A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Sections 416(i) and 409A and the regulations issued thereunder.

     (c) To the extent the Executive is, at the time of his termination of employment under this Agreement, participating in one or more deferred compensation arrangements subject to section 409A, the payments and benefits provided under those arrangements shall continue to be governed by, and to become due and payable in accordance with, the specific terms and conditions of those arrangements, and nothing in this Agreement shall be deemed to modify or alter those terms and conditions.

     (d) All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incuned during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement is not subject to liquidation or exchange for another benefit.

     24.  Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument.

     25.  Separation . All covenants that, by their terms, naturally would survive the termination or expiration of this Agreement, including but not limited to Sections 11, 12, 13, and

14 hereof , shall survive the termination or expiration of this Agreement.

IN WITNESS WHEREOF, the parties hereto have duly executed this Employment Agreement as of the date first above written.

GAIN CAPITAL HOLDINGS, INC.
By:		/s/ Mark E. Galant
Name: Mark Galant
Title: Chairman of the Board
/s/ Glenn Stevens
GLENN STEVENS

Exhibit 10.20

August 24, 2009

Christopher Calhoun

Dear Chris:

     The purpose of this letter (the “ Agreement ”) is to amend and restate your existing Offer Letter with GAIN Capital Holdings, Inc. (the “Company ”), dated February 1, 2009 (your “ Existing Offer Letter” ), to reflect the terms and conditions of your continued employment with the Company in a new role. Effective as of April 1, 2009 (the “ Effective Date ”), the key elements of your new role and continued employment with the Company are as follows:

     1.  Title and Duties . You will continue to be employed by the Company in the position of Senior Advisor and Corporate Secretary of the Company with the duties, responsibilities and authority commensurate therewith. You will report to and accept direction from the Chief Executive Officer of the Company regarding projects and activities to be completed by you for the Company during the Employment Period (as defined below).

     2.  Term . The term of this Agreement and your new position commenced on the Effective Date and will continue until terminated in accordance with Section 7 below (the “ Employment Period” ).

     3.  Salary and Benefits . During the Employment Period, the Company will pay you an annual base salary of $50,000, which will be paid in accordance with the general payroll practices of the Company. Your base salary will be subject to review and increase by the Company during the Employment Period in accordance with the Company’s normal compensation and performance review policies for employees generally. During the Employment Period, you will continue to participate in the Company’s health, dental, 401 (k), and other benefit plans generally available to Company employees from time to time. Nothing in this Agreement or otherwise shall prevent the Company from amending or terminating any bonus, incentive, equity compensation, retirement, welfare or other employee benefit plans, programs, policies or perquisites from time to time on or after the Effective Time as the Company deems appropriate. The Company will provide you with a cellular telephone at the Company’s sole expense.

     4.  Bonus . Effective as of the Effective Date, you are no longer eligible to participate in the management bonus program. However, you will be eligible to participate in the Company’s annual discretionary bonus program for employees generally. Any annual bonus earned and payable to you will be paid on or after January 1 but not later than March 15 of the calendar year following the calendar year for which the annual bonus is earned.

     5.  Equity Compensation . During the Employment Period, you will continue to be eligible to participate in certain long-term equity incentive programs established by the Company for its employees, including the 2006 Equity Compensation Plan (or a successor thereto), at levels determined by the Compensation Committee in its sole discretion, commensurate with your position.

     6.  Vacation . During the Employment Period, you will continue to be entitled to vacation, holiday and sick leave at levels commensurate with those provided to other employees of the Company, in accordance with the Company’s vacation, holiday and other pay-for-time-not worked policies; provided, however, that you will be entitled to not less than four (4) weeks paid vacation each calendar year, prorated in respect of any period of employment of less than twelve (12) months in a calendar year.

     7.  Termination . Your employment with the Company continues to be at-will and subject to the arrangements described in the Company’s employee handbook, as modified from time to time. This means that you may resign from the Company at any time for any reason upon thirty (30) days advance written notice, and the Company may terminate your employment at any time for any reason upon thirty (30) days advance written notice. Upon any such termination or resignation, you will be entitled only to any amounts earned and payable but not yet paid.

     8.  Restrictive Covenant Agreement . You hereby acknowledge and confirm that the Employee Non-Disclosure, Assignment of Developments, Non-Competition and Non-Solicitation Agreement executed by you in favor of the Company on November 12, 2000 (the “Restrictive Covenants Agreement ”), the terms of which are incorporated herein by reference, remains in full force and effect and binding upon you. The Restrictive Covenants shall survive the termination of this Agreement and your employment by the Company for the applicable period(s) set forth therein.

     9.  Entire Agreement . This Agreement together with the Restrictive Covenants Agreement, sets forth the entire understanding between you and the Company and supersedes any and all prior agreements and understandings with respect to the subject matter hereof, including, without limitation, your Existing Offer Letter. This Agreement cannot be changed, modified, extended or terminated except by a written amendment executed by you and by the President of the Company.

     10.  Successors . The terms and provisions of this Agreement will be binding upon and inure to the benefit of the respective heirs, executors, administrators, legal representatives, successors and assigns of you and the Company, except that your duties and responsibilities under this Agreement are of a personal nature and may not be assigned or delegated.

     11.  Tax Withholding . All payments under this Agreement will be made subject to applicable tax withholding, and the Company will withhold from any payments under this Agreement all federal, state and local taxes as the Company is required to withhold.

     12.  Governing Law. This Agreement will be governed by and interpreted under the laws of the State of New Jersey without giving effect to any conflict of laws provisions,

     If these terms are agreeable, please signify your acceptance below and return one copy to me.

Exhibit 10.21

February 1, 2009

Henry Lyons

Dear Henry:

     The purpose of this letter (the “ Agreement ”) is to amend and restate your existing Offer Letter with GAIN Capital Holdings, Inc. (the “ Company ”), dated February 11, 2008 (your “ Existing Offer Letter ”), to (i) clarify certain terms of your Existing Officer Letter, (ii) reflect certain changes necessary to comply with the requirements of section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”) and the final regulations issued thereunder, and (iii) provide for your continued employment as the Company’s Chief Financial Officer.

     1.  Title and Duties . You will continue to serve as the Chief Financial Officer of the Company and will report to and accept direction from the Chief Executive Officer of the Company regarding projects and activities to be completed by you for the Company during the Employment Period (as defined below). You will (a) serve the Company diligently, competently and to the best of your abilities, (b) devote substantially all of your time and attention to the business of the Company and its affiliates, (c) maintain a satisfactory level of performance of your duties, and (d) not undertake any other duties that conflict with these responsibilities. You will render such services as may reasonably be required of you to accomplish the business purposes of the Company, and such duties as may be assigned to you from time to time and which are appropriate for your position at the Company. Your principal place of employment shall be at the Company’s corporate headquarters in Bedminister, New Jersey.

     2.  Term . Your employment with the Company will continue from the date of this Agreement until terminated in accordance with Section 7 below (the “ Employment Period ”).

     3.  Salary and Benefits . While you are employed with the Company, your annual base salary will be $325,000. Your base salary will be payable in accordance with the general payroll practices of the Company. During the Employment Period, you will be eligible to receive an annual performance review, and thereafter, you will be entitled to such base salary as the Company may from time to time establish in its sole discretion. During the Employment Period, you will be eligible to participate in the Company’s health, dental, 401(k), and other benefit plans generally available to Company employees from time to time. Nothing in this Agreement or otherwise shall prevent the Company from amending or terminating any bonus, incentive, equity compensation, retirement, welfare or other employee benefit plans, programs, policies or perquisites from time to time as the Company deems appropriate. You will be provided with such other executive perquisites as may be provided to other senior executive officers of the Company, if any.

     4.  Bonus . In addition to your base salary, you will be eligible to participate in the Company’s annual bonus program for each calendar year during the Employment Period on such terms and conditions as are in effect for such program in any given calendar year during the Employment Period. Your target annual bonus for any calendar year during the Employment Period will be established by the Compensation Committee of the Board of Directors of the Company (the “ Compensation Committee ”) at 50% to 75% of your annual base salary. Any actual bonus paid to you will be based on the level of achievement of the applicable performance goals relative to the pre-established targets, as determined by the Compensation Committee in its sole discretion. Any annual bonus earned and payable to you will be paid on or after January 1 but not later than March 15 of the calendar year following the calendar year for which the annual bonus is earned.

     5.  Equity Compensation . During the Employment Period, you will be eligible to participate in certain long-term equity incentive programs established by the Company for its employees, including the 2006 Equity Compensation Plan (or a successor thereto) (the “ Equity Plan ”), at levels determined by the Compensation Committee in its sole discretion, commensurate with your position.

     6.  Vacation . During the Employment Period, you will be entitled to vacation, holiday and sick leave at levels commensurate with those provided to other employees of the Company, in accordance with the Company’s vacation, holiday and other pay-for-time-not worked policies; provided, however, that you will be entitled to not less than four (4) weeks paid vacation each calendar year, prorated in respect of any period of employment of less than twelve (12) months in a calendar year; provided, however, that no such pro-ration shall occur with respect to the 2008 calendar year.

     7.  Termination .

          (a) The Company may terminate your employment at any time. The Company will provide you with 30 days advance written notice of such termination, except in the event of termination for Cause. You may terminate employment at any time upon 30 days prior written notice to the Company.

          (b) For purposes of this Agreement, the term “Cause” means: (i) conviction or plea of no contest to a felony, (ii) continuing neglect, refusal or failure to perform your material duties to the Company (other than a failure resulting from your incapacity due to physical or mental illness), (iii) misconduct in the performance of your duties to the Company, (iv) breach of any written non-competition, non-disclosure or non-solicitation agreement in effect with the Company, or (v) refusal or failure to carry out directives or instructions of the Board of Directors or the Chief Executive Officer of the Company that are consistent with the scope and nature of your duties and responsibilities set forth herein.

     8.  Severance Benefits . If, within one (1) year after a Change of Control (as defined in the Equity Plan), the Company involuntarily terminates your employment during the Employment Period other than (i) for Cause, (ii) on account of your death or (iii) on account of

your disability (and disability for this purpose will mean your total and permanent disability under the terms of the Company’s long-term disability plan, whether or not you participate in such plan), subject to your continued compliance with the Restrictive Covenants Agreement (as defined in Section 9) and your execution (and non-revocation) of a release of all claims against the Company and its affiliates, in a form provided by the Company (the “Release ”), you will receive a lump sum cash payment equal to one (1) year of your base salary in effect at the time of your termination of employment. This lump sum payment will be paid to you within 30 days after the effective date of your termination of employment, subject to your delivery to the Company of an effective Release. In addition, notwithstanding any provision to the contrary in any applicable plan, program or agreement, if the Company involuntarily terminates your employment as set forth in this Section 8, then all outstanding restricted stock units held by you as of the date of such termination of employment, to the extent not otherwise vested, will become fully vested on the effective date of your termination of employment.

     9.  Restrictive Covenant Agreement . You hereby acknowledge and confirm that the Employee Non-Disclosure, Assignment of Developments, Non-Competition and Non-Solicitation Agreement executed by you in favor of the Company on February 21, 2008 (the “ Restrictive Covenants Agreement ”), the terms of which are incorporated herein by reference, remains in full force and effect and binding upon you. The Restrictive Covenants shall survive the termination of this Agreement and your employment by the Company for the applicable period(s) set forth therein.

     10.  Application of Section 409A of the Internal Revenue Code . This Agreement is intended to comply with the “short-term deferral” exception to section 409A of the Code. Payments may only be made under this Agreement upon an event and in a manner permitted by section 409A or an exemption, to the extent applicable. All payments to be made upon termination of employment under this Agreement may only be made upon a “separation from service” under section 409A and if you are a “specified employee” (as defined in section 409A of the Code) at the time of your termination of employment, payments will be postponed as necessary to avoid any penalty sanction under section 409A of the Code. For purposes of section 409A, each payment made under this Agreement will be treated as a separate payment. In no event will you, directly or indirectly, designate the calendar year of a payment.

     11.  Terms of Employment . You are an employee-at-will of the Company, and your employment is subject to the arrangements described in the Company’s employee handbook as modified from time to time; provided that severance benefits under this Agreement will be provided in lieu of any benefits under a severance plan of the Company.

     12.  Entire Agreement . This Agreement together with the Restrictive Covenants Agreement, sets forth the entire understanding between you and the Company and supersedes any and all prior agreements and understandings with respect to the subject matter hereof, including, without limitation, your Existing Offer Letter. This Agreement cannot be changed, modified, extended or terminated except by a written amendment executed by you and by the President of the Company.

     13.  Successors . The terms and provisions of this Agreement will be binding upon and inure to the benefit of the respective heirs, executors, administrators, legal representatives, successors and assigns of you and the Company, except that your duties and responsibilities under this Agreement are of a personal nature and may not be assigned or delegated.

     14.  Tax Withholding . All payments under this Agreement will be made subject to applicable tax withholding, and the Company will withhold from any payments under this Agreement all federal, state and local taxes as the Company is required to withhold.

     15.  Governing Law . This Agreement will be governed by and interpreted under the laws of the State of New Jersey without giving effect to any conflict of laws provisions.

     If these terms are agreeable, please signify your acceptance below and return one copy to me.

Sincerely,

     This offer shall terminate if not signed by both parties.

Exhibit 10.23

January 11, 2008

GAIN Capital Holdings, Inc.
550 Hills Drive, Suite 210
Bedminster, NJ 07921
Attn: Glenn Stevens, Chief Executive Officer

Re: Change of Employment Status

Glenn:

     This letter is to confirm certain agreements with respect to my ongoing relationship with GAIN Capital Holdings, Inc. (the “Company”). Although I stepped down as Chief Executive Officer of the Company on June 7, 2007 and am no longer an employee of the Company, I remain the non-executive Chairman of the Board of Directors of the Company (the “Change of Status”). I am currently a party to (i) that certain Severance Agreement, dated as of March 29, 2006 (the “Severance Agreement”), between me and the Company and (ii) that certain Employee Non-Disclosure, Assignment of Developments Non-Competition and Non-Solicitation Agreement, dated as of February 1, 2000, as amended by Amendment #1 thereto on March 29, 2006 (as so amended, the “Non-Compete Agreement”), between me and the Company (as successor to GAIN Capital, LLC).

I hereby agree and acknowledge to the following:

a) I am not, and will not be, owed any severance or other payments in connection with the Severance Agreement as a result of my Change of Status or any future termination of my relationship with the Company for any reason. The Severance Agreement is hereby terminated and of no further force or effect.

b) In connection with my duties as Chief Executive Officer of the Company through June 7, 2007, I will be entitled to a bonus equal to $807,000, which I agree equals the aggregate of all prior unpaid quarterly and annual bonus amounts owed to me. The Company will not owe me any other cash bonus or other cash compensation in connection with my prior employment duties or my Change of Status. Except as set forth herein, I will cease to participate in all other employee benefits of the Company after December 31, 2007.

c) So long as I am a director, the Company will cover my health insurance benefits in a manner comparable to senior Company executives and I will be reimbursed for all Company business related expenses. I will receive the same annual compensation for serving as a director of the Company as received by independent directors; provided, however, that so long as I am Chairman, I shall receive between 1.35x and 1.5x the annual compensation received by independent directors, as determined by the compensation committee of the Company.

d) I agree that I will not sell or attempt to sell any shares of capital stock of the Company to a third party until the earlier to occur of (the “Restriction Release Date”) (i) an initial public offering of the Company’s capital stock (an “IPO”) or (ii) March 7, 2008. If the Company launches a voluntary tender offer to current stockholders prior to March 7, 2008, I may participate for $8.5 million (and will not participate in any employee tender offer). Notwithstanding the foregoing, if the Company has engaged an investment bank to pursue an IPO, such investment bank has either already filed a Form S-l relating thereto or is aggressively working on filing a Form S-l relating thereto, and such investment bank is actively working towards an IPO, the Restriction Release Date will be extended until the date of the IPO or such time that the Board of Directors of the Company determines that such potential IPO is no longer imminent; provided, however, that in no event will the Restriction Release Date extend beyond June 7, 2008. I further agree that if I am Chairman of the Board of Directors of the Company on the date of an IPO, I will be subject to normal and customary investment banker seller restrictions following such IPO.

e) To the extent that any shares of the Company’s capital stock that I request to be included in an IPO are excluded from such IPO, I shall have the priority right to include such excluded shares in any “green shoe” up to my pro rata amount (determined based upon the total shares requested to be included in such underwriting by all shareholders).

f) So long as I remain Chairman, I will maintain an executive-sized office at the Company designated by the Chief Executive Officer and access to an administrative assistant. So long as I am a director of the Company, I will have access to information typical and customary of a board member and to the extent that I have any information requests such requests shall be made to the Chief Executive Officer of the Company or such other person or through such process as may be designated by the Chief Executive Officer from time to.

g) Section 3(a) of the Non-Compete Agreement is hereby amended in its entirety to read as follows:

     “While I am employed at the Company and during the period after my voluntary termination of my employment with the Company until and through June 6, 2008 (the “Non-Compete Term”), other than in connection with my service as Chairman of the Company, I will not engage (for my own account or for the benefit of any other person or entity), directly or indirectly, as a principal, proprietor, partner, officer, employee, independent contractor, broker, consultant, agent, investor, solely or jointly with others, or as a stockholder, member or other owner in or of any business, person or entity then engaged in or planning to be engaged in, (x) the internet retail trading of foreign exchange or (y) any business approved for the Company or its affiliates to be engaged in by the Board of Directors of the Company during the time at which I was either employed by the Company or a member of the Board of Directors of the Company (clauses (x) and (y) collectively, the “Business”); provided, however, that this shall not prohibit me from making investments in any person or entity that engages, directly or through a subsidiary or an affiliate, with the Business or any part thereof, and whose securities are

publicly listed on a stock exchange, such investments not to exceed more than one percent (1 %) of the total voting power of such person or entity, subject to such investment being a passive investment where I do not either (a) intend to or have the right to influence (other than through the voting of shares) or direct the operations or management of any such person or entity or (b) participate with any other person or entity in any group with such intention or right.”

h) The Non-Compete Agreement is hereby amended by adding the following new sections thereto:

“7. I agree that during the Non-Compete Term, I shall not, directly or indirectly, solicit, divert, take away or attempt to solicit, divert or take away any person or entity that is then or was at any time previously a customer, significant vendor or supplier, or potential strategic investor or partner to the Company or any of its affiliates for any purpose with respect to any matter, activity or service within the scope of the Business, or contact or communicate with any such person or entity for any such purpose.

8. I agree that during the Non-Compete Term, I shall not, directly or indirectly, solicit or attempt to employ any person who is then or was an employee of the Company or any of its affiliates at any time during my employment with the Company or any of its affiliates or my serving on the Board of Directors of the Company (or contact or communicate with any such Person for any such purpose); provided, however, that such restrictions shall not apply to individuals who are terminated by the Company or its affiliates without my having taken any action otherwise prohibited by this Agreement. In addition, I agree that I shall not engage in any activity that would cause any present or former employee of the Company or any of its affiliates to violate any agreement between such person and the Company or its affiliates.

9. I further acknowledge and agree that any breach of any of the obligations set forth in this Agreement could result in irreparable damage to the Company, its affiliates and their business which could not be compensated by monetary damages alone. Therefore, in addition to all other legal or equitable remedies that may be available to the Company for any breach of this Agreement, I agree that the Company shall be entitled to equitable relief, including an injunction enjoining any breach or threatened breach (including preliminary, temporary and pem1anent injunctions and restraining orders) and specific performance of this Agreement, as a remedy for any such breach or threatened breach, and I further waive any requirements for the securing or posting of any bond in connection with any such remedy. No failure or delay by the Company in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any

other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable law.

i) Notwithstanding any provision to the contrary in any applicable grant agreement or the Company’s 2006 Equity Compensation Plan (or a successor plan), the vesting schedule for the unvested RSUs granted on or after December 31, 2006 which are unvested as of January 1, 2008, are hereby amended so that 50% of such unvested amount shall vest monthly during 2008 (on the last day of the applicable month) and the remaining 50% of such unvested amount shall vest monthly during 2009 (on the last day of the applicable month). However, if I am removed as a director of the Company for any reason, other than Cause (as defined in that certain Severance Agreement, dated as of March 27,2006, between me and GAIN Capital Holdings, Inc.), any unvested options or units will automatically accelerate in full and be deemed to be fully vested at that time. The Call Option set forth in that certain Restricted Stock Unit Agreement, dated as of January 1, 2007, is hereby terminated.

j) If any provision contained in this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Agreement to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law.”

k) except as amended by this letter agreement, the Non-Compete Agreement shall remain unchanged and continue in full force and effect.

This letter agreement shall be governed by and construed under the laws of the State of New Jersey in all respects as such laws are applied to agreements among New Jersey residents entered into and performed entirely within such state.

			Very truly yours,
			Mark Galant
			/s/ Mark E. Galant

AGREED TO AND ACCEPTED :

GAIN CAPITAL HOLDINGS, INC.
By:		/s/ Glenn Stevens
Name: Glenn Stevens
Title: Chief Executive Officer

Exhibit 10.24

Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as “***”. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

RBS          

The Royal Bank of Scotland

FX PRIME BROKERAGE MASTER AGREEMENT
IN RESPECT OF THIRD PARTY TRADING PLATFORM
SERVICES

CONTENTS

Clause		Page
1. Interpretation			3
2. Appointment of Customer as Agent of Prime Broker			5
3. Prime Broker Counterparty Transactions			6
4. Customer Transactions			7
5. Unauthorised Transactions			7
6. Representations and Undertakings			8
7. Indemnity and Exclusions of Liability			8
8. Commission			9
9. Material Interests			10
10. Confidentiality			10
11. Instructions			10
12. Notices			11
13. Termination			11
14. Conflict of Agreements and Inconsistency			11
15. Amendments			12
16. General			12
17. Governing Law			13
Schedule
1. Platform Provider			14
2. Eligibilty Criteria, Spread and Commission			15

THIS AGREEMENT is made on the 6 ^th day of December 2006

BETWEEN

(1)		The Royal Bank of Scotland pIc, a company incorporated under the laws of Scotland, whose registered office is 36 St Andrew Square, Edinburgh EH2 2YB acting through its Global Banking & Markets division situated at 135 Bishopsgate, London EC3M 3UR (the “ Prime Broker ”); and
(2)		Gain Capital Group, LLC incorporated under the laws of Delaware whose registered office/principal place of business is at 550 Hills Drive Bedminster, NJ 07921 (the “ Customer ”).

WHEREAS

(A)		The Customer may utilise the Platform Trading Service (as defined below) subject to compliance with the terms of the User Agreement, including having in place an FX Prime Brokerage Master Agreement with the Prime Broker.
(B)		This Agreement is an FX Prime Brokerage Master Agreement.
(C)		The Prime Broker may establish dealing relationships with various Counterparties (as defined below) setting out the basis upon which the Prime Broker may appoint an agent to engage in Transactions on behalf of the Primer Broker with each Counterparty on the Platform Trading Service.
(D)		The Prime Broker hereby wishes to appoint the Customer as its agent in respect of certain Counterparties for the purposes set out in (C) above, and to trade with the Customer as principal, strictly on the terms, conditions and limits expressly stated below.

IT IS AGREED THAT:

1. INTERPRETATION

In this Agreement:

“ Affiliate ” means, in relation to a party, any other entity which directly or indirectly Controls, is Controlled by, or is under direct or indirect common Control with, that party from time to time.

“ Agreement ” means this FX Prime Brokerage Master Agreement.

“ Authorised Counterparty Transaction ” means a Counterparty Transaction:

(i)		entered into by the Customer within its authority under clause 2; or
(ii)		in the case of a Prime Broker Counterparty Transaction, entered into in accordance with the Customer’s undertakings under clause 3.3.

“ Authorised Customer Transaction ” means a Customer Transaction entered into under clause 4 pursuant to an Authorised Counterparty Transaction.

“Business Day” means any day (other than a Saturday or a Sunday) on which banks in London are open for business.

“Commission” means such commission as may be specified in Schedule 2, as amended from time to time.

“Confidential Information” has the meaning set out in clause 1 0.1.

“Control” means that a person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the other person, whether through the ownership of voting shares, by contract or otherwise, and “Controls” and

“Controlled” shall be interpreted accordingly;

“Counterparty” means any person with whom the Customer may enter, enters or has entered into a Counterparty Transaction (which may include the Prime Broker).

“Counterparty Master Agreement” means any master agreement governing Transactions between the Prime Broker and a Counterparty, as amended and supplemented from time to time.

“Counterparty Transaction” means a Transaction entered into by the Customer as agent for the Prime Broker pursuant to clause 2.

“Customer Master Agreement” means the International Foreign Exchange Master Agreement, ISDA Master Agreement, Foreign Exchange and Options Master Agreement, any other master agreement, or any other agreement entered into between the Prime Broker and the Customer for the purposes of governing Transactions, as amended and supplemented from time to time and subject to the terms of this Agreement

“Customer Transaction” means a Transaction between the Prime Broker and the Customer pursuant to clause 4.1.

“Eligibility Criteria” means the criteria set out in Schedule 2, as amended by notice from the Prime Broker to the Customer from time to time.

“Eligible Transaction” means a Transaction whose terms comply with the Eligibility Criteria.

“Offsetting Transaction” has the meaning set out in clause 5.1 (a).

“Platform Provider” means each third party specified in Schedule 1, as amended by notice from the Prime Broker to the Customer from time to time.

“Platform Trading Service” means the electronic platform operated by or on behalf of the relevant Platform Provider which facilitates the execution of Transactions on a prime brokerage basis.

“Settlement Transaction” has the meaning set out in clause 5.1 (b).

“Spread” means such spread payable in respect of a Customer Transaction as may be specified in Schedule 2, as amended by notice from the Prime Broker to the Customer from time to time.

“ Transaction ” means a foreign exchange transaction and/or such other transaction type which may be executed through the Platform Trading Service as the Prime Broker may notify to the Customer from time to time.

“ Unauthorised Counterparty Transaction ” means a Counterparty Transaction other than an Authorised Counterparty Transaction.

“ Unauthorised Customer Transaction ” means a Customer Transaction arising in accordance with clause 5.1 pursuant to an Unauthorised Counterparty Transaction.

“ User Agreement ” means all and any agreements between the Customer and Platform Provider relating to the Platform Trading Service from time to time, each as amended from time to time and including any rules, codes, or other requirements of the Platform Provider relating to the Platform Trading Service, as may be applicable to the Customer’s participation on the Platform Trading Service from time to time.

References to the plural shall include the singular and vice versa, and references to schedules and clauses shall be references to schedules to, and to clauses of this Agreement

2. APPOINTMENT OF CUSTOMER AS AGENT OF PRIME BROKER

2.1		Subject to its compliance with the terms of this Agreement, the Customer may from time to time enter into Counterparty Transactions as agent of the Prime Broker.
2.2		The authorisation of the Customer under clause 2.1 is expressly limited as follows:

(a)

the Customer shall only have authority to enter into Counterparty Transactions fulfilling the following criteria:

	(i)		each Counterparty Transaction shall be with a Counterparty;
	(ii)		each Counterparty Transaction shall be made utilising the Platform Trading Service;
	(iii)		each Counterparty Transaction shall be entered into in accordance with such terms as may be agreed between the Platform Provider and the Customer, if any; and
	(iv)		each Counterparty Transaction shall be an Eligible Transaction and for the avoidance of doubt, the Customer shall have no authority under this Agreement to enter into any transaction as agent for or in any way bind the Prime Broker, or to hold itself out as having authority to enter into any transaction as agent for the Prime Broker or in any way bind the Prime Broker other than in accordance with this sub-clause (a).

(b)

the Customer shall not have authority (and shall not hold itself out as having authority):

	(i)		to vary the terms of, terminate, novate, assign or otherwise amend a Counterparty Master Agreement; or
	(ii)		to vary the terms of a pre-existing Counterparty Transaction.

(c)

the Customer’s authority shall be suspended if and for so long as the Customer is in breach of the User Agreement or the Customer Master

Agreement; and

(d)

the Prime Broker may suspend, limit or terminate, the Customer’s authority under this clause at any time by notice to any of the Customer, the Platform Provider, or a Counterparty (in respect of the Customer’s authority in respect of that Counterparty) provided that the Prime Broker may dispense with the giving of such notice in case of emergency.

2.3

The Customer shall not make any representation or warranty relating to the Prime Broker or the Customer’s authorisation under this Agreement, or hold itself out as agent of the Prime Broker:

	(a)		to any Counterparty (except to the extent such representation, warranty or holding out accurately reflects the authority of the Customer under this Agreement in relation to such Counterparty); or
	(b)		to any other person

without the prior written consent of the Prime Broker.

2.4		The Prime Broker may amend the Eligibility Criteria at any time. Any such amendment shall take effect immediately irrespective of whether the Customer is aware of such amendment. If it is reasonably practicable to do so, the Prime Broker shall use reasonable commercial endeavours to notify the Customer in advance of any amendment to the Eligibility Criteria. If it is not practicable to provide advance notification of an amendment, the Prime Broker shall notify the Customer of the amendment as soon as reasonably practicable after the change is made.
3.		PRIME BROKER COUNTERPARTY TRANSACTIONS
3.1		In the course of dealing on certain Platform Trading Services, as advised to the Customer by Prime Broker, the Customer may enter into Counterparty Transactions to which the Prime Broker is Counterparty (a “ Prime Broker Counterparty Transaction ”).
3.2		Where the Customer enters into a Prime Broker Counterparty Transaction, the parties agree that:

	(a)		the Customer acts as principal and not as agent for the Prime Broker in relation to the negotiation and agreement of the Prime Broker Counterparty Transaction; and
	(b)		the resultant Prime Broker Counterparty Transaction shall be deemed to be a Transaction between the Prime Broker acting in its capacity as Prime Broker under this Agreement and the Prime Broker acting in the capacity of Counterparty, and such Transaction shall constitute a Counterparty Transaction for all purposes of this Agreement (including without limitation for the purpose of forming the terms of a Customer Transaction pursuant to clause 4).

3.3

The Customer undertakes that:

(a)

each Prime Broker Counterparty Transaction shall be entered into in accordance with the terms of the User Agreement; and

(b)

each Prime Broker Counterparty Transaction shall be an Eligible Transaction.

4.

CUSTOMER TRANSACTIONS

4.1		On entry by the Customer into a Counterparty Transaction, a Customer Transaction shall arise.
4.2		The terms of a Customer Transaction shall be as follows:

	(a)		the Prime Broker shall undertake obligations to and rights against the Customer such that the Prime Broker has rights and obligations equivalent to those of the Counterparty under the Counterparty Transaction, subject to paragraphs (c) and (d);
	(b)		the Customer shall undertake obligations to and rights against the Prime Broker such that the Customer has rights and obligations equivalent to those of the Prime Broker under the Counterparty Transaction, subject to paragraphs (c) and (d);
	(c)		if any Spread is set out in Schedule 2, the Spread shall be added to the payment obligation of the Customer under paragraph (a), and the right to payment of the Prime Broker under paragraph (b); and
	(d)		the Customer Trans,action shall be subject to and governed by the terms of the Customer Master Agreement.

4.3		Notwithstanding the provisions of clause 4.2, if the Customer enters into an Unauthorised Counterparty Transaction, the Unauthorised Customer Transaction which arises pursuant to such Unauthorised Counterparty Transaction shall be subject to the terms of clause 5 (Unauthorised Transactions), and the Prime Broker shall have all rights and remedies relating to the Unauthorised Counterparty Transaction and the Unauthorised Customer Transaction set out in this Agreement or otherwise arising at law or in equity.
5.		UNAUTHORISED TRANSACTIONS
5.1		If the Customer enters into an Unauthorised Counterparty Transaction, the Prime Broker may (but shall not be obliged to) take such steps as it considers desirable or necessary acting in its sale discretion to discharge, offset, cancel or hedge its rights and obligations under the Unauthorised Counterparty Transaction. Such steps may include (without limitation):

	(a)		entering into one or more Transactions or other transactions with a third party to reduce or offset its obligations under the Unauthorised Counterparty Transaction (an “ Offsetting Transaction ”);
	(b)		entering into an agreement with the Counterparty to compromise, settle or cancel (in whole or in part) the Unauthorised Counterparty Transaction (a “ Settlement Transaction ”);
	(c)		amending the terms of or cancelling the Unauthorised Customer Transaction to which the Unauthorised Counterparty Transaction relates; or
	(d)		amending the terms of or cancelling any unsettled Authorised Customer Transaction.

5.2		The Customer hereby gives its consent to the amendment or cancellation of any Customer Transaction under clause 5.1.
5.3		This Clause 5 shall survive termination of this Agreement
6.		REPRESENTATIONS AND UNDERTAKINGS
6.1		Each party represents and warrants to the other that:

	(a)		it is duly authorised and empowered to enter into and perform its obligations under or in connection with this Agreement, the Transactions contemplated hereby;
	(b)		this Agreement is a legally binding obligation binding on it and enforceable in accordance with its terms;
	(c)		all necessary authorities and authorisations (including without limitation any regulatory or governmental consents or approvals) to enable or entitle it enter into this Agreement and to perform its obligations hereunder are in full force and effect and will remain in full force and effect at all times during the term hereof;
	(d)		all information supplied to the other party is true, complete and accurate in all material respects and it will advise the other party forthwith of any material change to any information previously provided; and
	(e)		it will comply with all applicable legal and regulatory requirements in each jurisdiction in which it carries on business.

6.2		The representations and warranties set out in clause 6.1 shall be deemed to be repeated on each occasion on which the Customer acts as agent of the Prime Broker under this Agreement.
6.3		The Customer undertakes that it will act as principal and not as agent for any other person in performing its duties and obligations under this Agreement (including without limitation the entry into and performance of Customer Transactions), except as provided in clause 2.
7.		INDEMNITY AND EXCLUSIONS OF LIABILITY
7.1		Neither the Prime Broker nor any of its directors, officers, employees, nominees, delegates or agents will be liable for any loss suffered or for any action taken or not taken pursuant to or in the course of this Agreement, any Transaction or in connection with the Platform Trading Service unless the Prime Broker or such other person is negligent or guilty of willful misconduct or fraud.
7.2		The Customer shall fully and promptly indemnify the Prime Broker and any of its directors, officers, employees, nominees, delegates or agents and will keep the Prime Broker and each of them indemnified from and against any claims, proceedings, expenses, costs, losses, damages and liabilities of every description (including legal fees, accountant’s fees, fines and penalties), direct or consequential in nature, which may be sustained or incurred by, or asserted against them directly or indirectly in connection with or arising out of:

(a)

any act or omission of the Prime Broker in accordance with a request from the Customer under or in connection with this Agreement (including without

			limitation any act or omission relating to the Prime Broker’s participation on the Platform Trading Service) unless the Prime Broker is negligent or guilty of willful misconduct or fraud;
	(b)		the negligence, willful default, intentional misconduct, or fraud of the Customer;
	(c)		any breach of this Agreement (including the entry by the Customer into an Unauthorised Counterparty Transaction or Unauthorised Customer Transaction) (including any use of the Platform Trading Service in breach of applicable law) by the Customer; or
	(d)		any liability or obligation of the Prime Broker to the Platform Provider arising by virtue of or in connection with any of paragraphs (b) or (c).

7.3		The Prime Broker shall not incur any liability for any loss, cost, expense or liability suffered by the Customer resulting from any act or omission (including a default or misconduct) of the Platform Provider or any participant on the Platform Trading Service (including any Counterparty). In particular (but without limiting the generality of the foregoing) the Prime Broker is not responsible for the operation of the Platform Trading Service, or the form, accuracy or content of any data, notice, report, communication or material generated or communicated by the Platform Trading Service.
7.4		The Prime Broker shall not incur any liability for failure to perform its obligations under this Agreement or for any loss, cost, expense or liability suffered by the Customer as a result of any act of God, war, riot, natural or other disaster, fire, industrial dispute, breakdown or failure of transmission, communication or computer facilities, change in any law or regulation, or any other cause beyond the reasonable control or anticipation of the Prime Broker.
7.5		For the avoidance of any doubt, it is agreed that the Prime Broker shall in no circumstances be liable to the Customer for special, indirect and consequential damages arising as a result of any breach by the Prime Broker of any proviSion of this Agreement
7.6		Nothing in this Agreement shall limit or exclude the liability of the Prime Broker for fraud, death or personal injury or otherwise to the extent prohibited under applicable law or regulation.
8.		COMMISSION
8.1		This clause 8 shall apply if Schedule 2 specifies that Commission shall be payable.
8.2		The Customer shall pay the Commission in accordance with the terms of Schedule 2 as amended from time to time.
8.3		The Customer shall pay the Commission to the Prime Broker within thirty (30) days after it has received the relevant invoice from the Prime Broker in the place of the account specified by the Prime Broker in freely transferable funds and in the manner customary for payments in the required currency. If the Customer fails to make, when due, any payment under this Agreement the Prime Broker shall be entitled to take any action necessary in its sole and absolute discretion, including but not limited to deducting from any collateral or margin that Customer has pledged or given to Prime Broker or debiting any account maintained with the Prime Broker, in the amount of fees owed.

8.4		All payments under this clause shall be exclusive of any applicable value added, sales, use, withholding or other tax or duty (which tax or duty shall be paid by the Customer).
9.		MATERIAL INTERESTS

The Prime Broker may enter into Transactions with or for the Customer or otherwise provide services to the Customer under this Agreement notwithstanding that it and/or an Affiliate may have an interest, relationship or arrangement that is material in relation to the Transaction or service concerned. In particular, the Prime Broker or its Affiliates may enter into Transactions as prime broker to other participants on the Platform Trading Service and otherwise, provide advice, discretionary investment management or any other service involving foreign exchange to other customers, and participate in or operate other electronic trading systems relating to foreign exchange.

10.		CONFIDENTIALITY
10.1		Each party undertakes that it shall use all reasonable endeavours to keep private and confidential (and to ensure that its officers, employees, professional and other advisers or persons under its supervision keep private and confidential) during the continuance of this Agreement and after its termination, any information relating to the contents of this Agreement, information of a confidential nature supplied by the other party at any time (including prior to the execution of the Agreement) and relating to the business, assets, finances or other affairs of a confidential nature, and information relating to Transactions (“Confidential Information”),
10.2		Neither party shall use or disclose Confidential Information without the prior consent of the other party, unless

	(a)		required to do so by any court, market or regulatory authority having jurisdiction over the party or any applicable law or regulation;
	(b)		such disclosure is necessary to carry out its obligations under this Agreement;
	(c)		the Confidential Information so disclosed is already in the public domain; or
	(d)		such disclosure is to, or use is by, the Platform Provider in accordance with the User Agreement or any agreement between the Prime Broker and the Platform Provider.

10.3		Notwithstanding clauses 10.1 and 10.2, the Prime Broker may disclose Confidential Information to Affiliates. The Customer hereby consents to and authorises such disclosure of Confidential Information and acknowledges that any duty of confidentiality owed by the Prime Broker, howsoever arising, will not be regarded as being breached by any such disclosure.
11.		INSTRUCTIONS
11.1		The Prime Broker may rely conclusively on, and the Customer shall be bound by, any communication received through the Platform Trading Service which purports to originate from the Customer. For the purposes of this Agreement all such communications shall be deemed to be at the Customer’s request for all purposes of this Agreement. The Prime Broker is not obliged to do anything to establish the authority or identify of the person sending a communication through the Platform Trading Service.

To the Prime Broker:
The Royal Bank of Scotland plc
135 Bishopsgate, 4th Floor
London EC2M 3UR
Attention: FOREIGN EXCHANGE Prime Brokerage Desk
Telephone No: +44 (0)20 7085 5441
Facsimile No: +44 (0)20 7085 5734

To the Customer:
Gain Capital Group LLC
550 Hills Drive
Bedminster, NL 07921
United States
Attention: Annette Baltgian, Esq.
Telephone No. (908) 212-3954
Facsimile No. (866) 646-3813

13.		TERMINATION
13.1		This Agreement shall remain in effect until terminated in accordance with this clause 13.
13.2		Either party shall be entitled to terminate this Agreement at any time by written notice to the other party.
13.3		Termination of this Agreement shall not affect any contractual provision intended to survive termination and any Transaction or any obligation (including that of indemnity) which is then outstanding, and the provisions of this Agreement shall continue to apply to each such Transaction and each obligation until all the obligations and each such Transaction have been fully performed.
14 .		CONFLICT OF AGREEMENTS AND INCONSISTENCY
14.1		Subject to clause 14.2, this Agreement supersedes all previous terms and conditions

issued by the Prime Broker and relating to the matters covered by this Agreement, and in the event of any conflict between this Agreement and the Prime Broker’s standard terms of business, this Agreement shall prevail.

IN WITNESS WHEREOF this Agreement has been signed by duly authorised representatives of each party on the day and date first above written.

SIGNED for and on behalf of
The Royal Bank of Scotland plc
By:
Name:
Title:

SIGNED for and on behalf of GAIN CAPITAL GROUP, LLC
/s/ Glenn H. Stevens
Glenn H. Stevens
Managing Director

SCHEDULE 1

PLATFORM PROVIDER

The Platform Provider(s) for the purposes of this Agreement shall be:

EBS Service Company Limited of Lavaterstrasse 40, PO Box 375, CH/S027’

SCHEDULE 2

ELIGIBILITY CRITERIA, SPREAD AND COMMISSION

PART 1: ELIGIBILITY CRITERIA

Each Transaction must fulfill the following Eligibility Criteria in order to qualify as an Eligible Transaction:

Settlement limits

The gross amount of all currency due to be settled by the Customer to the Prime Broker on any day shall not exceed the amount advised by the Prime Broker to the Platform Trading Service.

Transactions Types

Spot FX

Spot Silver

Spot Gold

PART 2: SPREAD

The Spread that will be applied to each Customer Transaction shall be as follows:

N/A

PART 3: COMMISSION

The Commission shall be as follows:

For Spot FX: The Commission shall be *** of Counterparty Transactions.

For Spot Silver: The Commission shall be *** of Counterparty Transactions.

For Spot Gold: The Commission shall be *** of Counterparty Transactions.

Where the Customer has maintained an account with the Prime Broker, and sufficient funds exist for such purpose, the commission will be deducted from such account 30 days after the date of the invoice.

Exhibit 10.25

Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as “***”. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

FX PRIME BROKERAGE AGREEMENT

     This FX PRIME BROKERAGE AGREEMENT (“Agreement”), dated as of July 8, 2005, by and between UBS AG (HUBS”) and Gain Capital, Inc. (“Customer”) sets forth certain terms and conditions relating to the establishment of a facility (the “Facility”) through which Customer may trade foreign exchange transactions with various Dealers.

      Scope of Agreement. The parties explicitly acknowledge and agree that whilst this Agreement contains provisions governing a wide range of foreign exchange transactions, Transactions and Authorized transactions (subject to any further limitations specified in any Dealer notice/authorization) shall be limited to the following types of transactions only:

	(i)		FX Transactions;
	(ii)		Currency Option Transactions
	(iii)		Exotic Options.

UBS may, at its absolute discretion, give notice to the Customer of any change, deletion or addition to this provision.

1.		Definitions Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the CP ISDA Master Agreement.
		“ Authorized Transactions ” means foreign exchange transactions of a type that UBS has authorized the Customer to enter into with Dealer.
		“ CP ISDA Master Agreement ” means the ISDA Master Agreement dated October 19, 2000 by and between Customer and UBS and the Credit Support Annex to the CP ISDA Master Agreement.
		“ Currency Option Transaction ” shall have the meaning ascribed in the 1998 FX and Currency Option Definitions, as amended from time to time (as published by the International Swaps and Derivatives Association, Inc., the Emerging Markets Traders Association (“EMTA”) and The Foreign Exchange Committee) ( “FX Definitions” ) and for the avoidance of doubt, shall not include an option that would otherwise be deemed to be an Exotic Option.
		“ Dealer ” means those banks and dealers authorized by UBS, pursuant to a Master FX Give-Up Agreement, with whom Customer can enter into Authorized Transactions. Customer shall be notified of such Dealers by UBS in writing from time to time, specifying the type of Authorized Transactions and limits therefor.
		“Deliverable Currency Option Transaction ” shall have the meaning ascribed in the FX Definitions.
		“ Deliverable FX Transaction ” shall have the meaning ascribed in the FX Definitions.
		“ Delta ” means, in respect of each Currency Option Transaction, the amount calculated by UBS to be the change in option price for a change in the underlying price (as determined by UBS) for such Currency Option Transaction.
		“ Delta Equivalent Position ” means, for each Currency Option Transaction, the Delta multiplied by the U.S. dollar equivalent (as calculated by UBS in a commercially reasonable manner) of each currency to be received by UBS if such Currency Option Transaction were exercised, as calculated by UBS.

		“ Exotics Net Open Position ” shall be calculated in the manner specified in Attachment 1.
		“ Exotic Notional Limit ” means the maximum notional quantity (calculated in the manner specified in Attachment 1) of Exotic Options that Customer can trade with each Dealer on a trade date, such limit to be advised to Customer by UBS from time to time.
		“ Exotic Options ” means barrier options (and such other non-vanilla options as approved by UBS from time to time).
		“ FX Transaction ” shall have the meaning ascribed in the FX Definitions.
		“ Master FX Give-Up Agreement ” means an agreement by and between UBS and each of the various Dealers.
		“ Net Currency Position ” means, for any value date, with respect to each currency of a FX Transaction, the net U.S. dollar equivalent (as calculated by UBS in a commercially reasonable manner) of the amount of such currency owed to UBS by the Customer as calculated by UBS in good faith and in a commercially reasonable manner.
		“ Net Open Position ” means for the aggregate amount owed to UBS by Customer, as calculated by UBS in the manner specified in Attachment 1 hereto (which may be modified from time to time by UBS in its reasonable discretion).
		“ Net Open Position Limit ” means, the maximum Net Open Position and Exotic Net Open Position, as an aggregate across all Tiers, that a Customer is authorized to have outstanding at any time with UBS, as determined by UBS and advised to the Customer (such amount may be amended from time to time by UBS upon reasonable notice to the Customer).
		“ Netted Option ” means, a Currency Option Transaction sold by Prime Broker and owned by the Customer which may be discharged and terminated together with a Currency Option Transaction sold by the Customer and owned by Prime Broker upon satisfying the following criteria:

(i) each Currency Option Transaction being with respect to the same Put Currency and Call Currency;

(ii) each having the same Expiration Date and Expiration Time;

(iii) each being of the same style, i.e. either both being American Style Options or both being European Style Options;

(iv) each having the same Strike Price; and

(v) neither of which shall have been exercised by delivery of a Notice of Exercise (as defined below); and

(vi) the case of a partial discharge and termination (Le., where the relevant Currency Option Transactions are for different amounts of the Currency Pair), only the portion discharged and terminated shall be considered a Netted Option.

“ Non-Deliverable Currency Option Transaction ” shall have the meaning ascribed in the FX Definitions.

“ Non-Deliverable FX Transaction ” shall have the meaning ascribed in the FX Definitions.

“ Notice of Exercise ” means telex, telephonic or other electronic notification (excluding facsimile transmission), given by the owner of an Option prior to or at the Expiration Time on the Expiration Date as agreed to at the time the Option is entered into, as evidenced by the Confirmation.

“ Notice of Barrier Event ” means telex, telephone or other electronic notification (excluding facsimile transmission) given by the Dealer as the determination agent of an Exotic Option immediately following a barrier event as agreed to at the time the Exotic Option is entered into, as evidenced in a Confirmation.

“ Options ” includes Currency Option Transactions (Deliverable and Non-Deliverable) and Exotic Options.

“ Risk Add-On ” means, for Exotic Options, such amount as determined by UBS in a commercially reasonable manner taking each Currency Pair and determining the close-out risk on such trade, in accordance with UBS’s internal model (based on the underlying volatility of Currency Pairs as determined by UBS, having aggregated offsetting transactions on a value date basis and across value dates where possible, in UBS’s sole and absolute discretion).

“ Tier I Currencies ” means those currencies determined by UBS, in its sole discretion, to be of low volatility (such currencies to be advised to Customer by UBS from time to time and subject to change by UBS at any time).

“ Tier II Currencies ” means those currencies determined by UBS, in its sole discretion, to be of medium volatility (such currencies to be advised to Customer by UBS from time to time and subject to change by UBS at any time).

“ Tier III Currencies ” means those currencies determined by UBS, in its sole discretion, to be of high volatility (such currencies to be advised to Customer by UBS from time to time and subject to change by UBS at any time).

“ Tiers ” means Tier I Currencies, Tier II Currencies and Tier III Currencies collectively.

“ Transactions ” means Deliverable and Non-Deliverable FX Transactions, Deliverable and Non-Deliverable Currency Options Transactions and Exotic Options.

2.		The Facility
(a)		UBS may {in its sole discretion} establish and maintain dealing lines for use by Customer in trading Transactions in the name of UBS with one or more Dealers. UBS will provide each Dealer with such authorization and other agreements and instruments as it deems appropriate in order to permit Customer to execute Authorized Transactions with the Dealers in the name of UBS in accordance with the terms hereof.
(b)		Customer acknowledges and agrees that the establishment and maintenance of dealing lines by UBS under the Facility is subject to UBS’s sole discretion, including but not limited to, discretion regarding credit, documentation, available currencies, size or tenor of lines (which may vary according to currency) and UBS’s line usage for business outside of the Facility. Customer

		further acknowledges and agrees that such dealing lines may be changed by UBS in its sole discretion at any time without prior notice. UBS is not and shall not be responsible for and does not warrant the sufficiency or availability of the dealing lines for any purpose. In the event that UBS does not establish or maintain adequate dealing lines for the Facility, Customer’s only remedy shall be to terminate this Agreement. In this respect, Customer waives all other claims and remedies against UBS.
(c)		UBS will establish trading limits for each Dealer, and advise Customer of those limits. Customer agrees to limit the Authorized Transactions with each Dealer in such a manner as UBS may from time to time specify. Customer acknowledges and agrees that Transactions exceeding such limits shall not be binding on UBS unless and until UBS accepts such Transactions. UBS maintains the right to refuse to accept any Transactions which exceed the Net Open Position Limit, Notional Exotic Limit or for which Customer has not satisfied all of the requirements of the Credit Support Annex (including any obligation to deliver the Independent Amount relating to any Transaction) and Customer will indemnify UBS for any claims by Dealer as a result of UBS’s exercise of its rights under this clause 2(c), except to the extent that such claim results from the gross negligence, willful misconduct or fraud of UBS. In the event that UBS accepts a Transaction which exceeded the Net Open Position Limit or the Exotic Notional Limit, Customer agrees that UBS may, in its sole and absolute discretion and without notice, liquidate all or part of the corresponding Customer Contract (as defined below) for the account of the Customer, in order to reduce Customer’s Net Open Position to below the agreed Net Open Position Limit or reduce Customer’s utilization of Exotic Notional Limit.
(d)		Customer agrees to promptly pay UBS such commissions and other fees set forth in the attached Fee Schedule (as such Schedule may be amended from time to time by UBS and Customer).
3.		Transaction Confirmations
(a)		When Customer enters into an Authorized Transaction with a Dealer in the name of UBS under the Master FX Give-up Agreement, Customer and UBS will be deemed to have automatically entered into a Transaction (the “Customer Contract”) on identical terms, except that UBS’s position as buyer or seller of the Transaction will be the reverse of its position with Dealer. The foregoing is subject to UBS’s right to refuse to accept a trade under the terms of this Agreement and any Master FX Give-Up Agreement.
(b)		The Authorized Transactions made between Dealer(s) and UBS shall be subject to and be governed by the ISDA Master Agreements entered into between the respective Dealers and UBS or if any Dealers have not entered into an ISDA Master Agreement with UBS, such other master agreements as such Dealers and UBS may agree from time to time.
		The Customer Contracts shall be governed by the CP ISDA Master Agreement.
(c)		Customer agrees to promptly respond to trade notices provided by Dealer via UBS’s online automated system. In the event that such system is not available for any reason, Customer will notify UBS by Reuters Direct Dealing or telephone, immediately after entering into a Transaction in UBS’s name with a Dealer. Such notice shall be made in accordance with the procedures to be set forth in Schedule 2. By 5pm (New York time) each New York business day, Customer will give electronic, telephone or other acceptable notice to UBS of all Authorized

Transactions entered into that day in the name of UBS or that no Authorized Transactions occurred on that day.

(d)		Except as otherwise provided in clause 3(f), once an Authorized Transaction with a Dealer is entered into in the name of UBS and accepted by UBS, Customer shall have no right to amend, cancel or otherwise affect or interfere with any such transactions, which shall be the sole responsibility of UBS.
(e)		Customer acknowledges and agrees that Dealer will be the calculation agent/determination agent for Exotic Options and any dispute that Customer may have as to the occurrence of a barrier event (e.g. knock-out, kick-in, binary, however described,) shall be solely between Customer and Dealer and Customer acknowledges and agrees that Prime Broker shall have no role therein and shall be entitled to act, and Customer shall not prevent in any way Prime Broker from taking any action, upon the Notice of Barrier Event as if no dispute existed. Solely for the purpose of calculation agent/determination agent as defined in a Confirmation for an Exotic Option transacted between Customer and Dealer and given-up in accordance with this Agreement and notwithstanding anything to the contrary stated in such Confirmation, the calculation agent/determination agent shall be Dealer.
(f)		Notwithstanding any terms of a Confirmation or Master Agreement that may be to the contrary, if Customer has entered into a transaction on behalf of UBS in which UBS is the buyer of an Option, such Option may be exercised by delivery of a Notice of Exercise by Customer to Dealer which executed such Option which shall constitute exercise by UBS. If Customer has entered into a transaction on behalf of UBS in which UBS is the seller of an Option, such Option will only be exercised by the simultaneous delivery of a Notice of Exercise by Dealer which executed such Option to each of Customer and UBS.
(g)		For the purposes of Non-Deliverable FX Transactions and Non-Deliverable Currency Options Transactions, the calculation agent for the transaction between UBS and Customer shall be as detailed on the relevant Confirmation.

4.		Representations
		Each party represents to the other party (which representations will be deemed to be repeated by each party on each date on which a transaction is entered into) that:

	(a)		It is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such laws, in good standing;
	(b)		It has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this Agreement and any other documentation relating to this Agreement that is required by this Agreement to deliver and perform its obligations under this Agreement and has taken all necessary action to authorize such execution, delivery and performance;
	(c)		Such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets;

	(d)		All governmental and other consents that are required to have been obtained by it with respect to this Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with; and
	(e)		Its obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).

5.		Indemnification
		Customer agrees to indemnify, hold harmless and defend UBS, its affiliates and their respective officers, directors, employees, agents, successors and assigns, from and against any and all claims, damages, costs, losses and liabilities (including reasonable attorneys’ fees), which may at any time be asserted against or incurred by UBS based upon, arising from or in connection with this Agreement, the Facility and any action or inaction on the part of Customer under this Agreement, including but not limited to, (i) any material breach of any representation, warranty, covenant or agreement of Customer contained in this Agreement; (ii) any failure of Customer to comply with applicable law; (iii) Customer’s negligence or willful misconduct; (iv) any claim by a Dealer in respect of an Authorized Transaction; and (v) any indemnification which UBS has given to a Dealer; except to the extent that the claim, damages, costs, losses and liabilities are due to the gross negligence, willful misconduct or fraud by UBS.
6.		General Provisions
(a)		This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment or performance of any liabilities is rescinded or must otherwise be returned or unwound by UBS upon insolvency, bankruptcy, or reorganization of Customer, or otherwise, all as though such payment had not been made.
(b)		This Agreement may be terminated by either party without cause, upon prior written notice. Termination will not affect any outstanding rights and obligations under this Agreement or any Transactions and such rights and obligations shall continue to be governed by this Agreement and the particular terms agreed between UBS and Customer in relation to such Transactions until all obligations have been fully performed.
(c)		No indulgence or concession granted by either party and no omission or delay on the part of a party in exercising any right. power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
(d)		The provisions of the FX Definitions are hereby incorporated in their entirety and shall apply to all Transactions entered into or deemed to be entered into between (i) UBS and Dealers and (ii) UBS and Customer, whether or not so stated in a confirmation of any such Transaction. Authorized Transactions and Customer Contracts are Transactions under the relevant ISDA Master Agreements and any trade confirmation is a Confirmation under such ISDA Master Agreements.

(e)		Customer hereby consents to UBS effecting such disclosure as UBS may deem appropriate, to enable UBS to transfer Customer’s records and information, to process and execute Customer’s instructions.
(f)		In the event Customer is trading Non-Deliverable FX Transactions, Non-Deliverable Currency Option Transactions and/or Exotic Options, Customer consents to the use of confirms substantially in the form of the confirmation template for each such transaction as published by The Foreign Exchange Committee (“FXC”), the Financial Markets Lawyers Group or EMTA, as appropriate. Customer also agrees, hereby, to abide by such best practices as may be published by the FXC from time to time, and such recommended market practice as may be published by EMTA from time to time.
(g)		In the event anyone or more of the provisions contained in this Agreement is held invalid, illegal, or unenforceable in any respect under the law of any jurisdiction, the validity, legality, and enforceability of the remaining provisions under the law of such jurisdiction, and the validity, legality, and enforceability of such and any other provisions under the law of any other jurisdiction, shall not in any way be affected or impaired thereby.
(h)		No amendment, modification, or waiver of this Agreement will be effective unless in writing executed by each of the parties.
(i)		The parties agree that each party may electronically record all telephonic conversations between them relating to the subject matter of this Agreement and that any such tape recordings may be submitted in evidence in any suit, action, or other proceeding relating to this Agreement ( “Proceedings” ).
7.		Notices

Except as otherwise provided in this Agreement, all notices, requests and other communications hereunder shall be delivered in accordance with the notice provisions in the CP ISDA Master Agreement.

8.		Governing Law and Jurisdiction
(a)		This Agreement and the rights and obligations of UBS and of Customer hereunder shall be governed by, and construed in accordance with the laws of the State of New York.
(b)		With respect to any suit, action or proceedings relating to this Agreement, each party irrevocably 0) submits to the non-exclusive jurisdiction of the State and Federal courts located in New York City, Borough of Manhattan and (ii) waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have jurisdiction over such party. Nothing in this Agreement precludes either party from bringing Proceedings in any other jurisdiction nor will the bringing of Proceedings in anyone or more jurisdictions preclude the bringing of Proceedings in any other jurisdiction.
(c)		Waiver of Jury Trial- Each party hereby irrevocably waives any and all right to trial by jury in any suit, action or Proceeding arising our of or relating to this Agreement or any transaction and acknowledges that this waiver is a material inducement to

the other party’s entering into this Agreement.

IN WITNESS WHEREOF, the UBS and Customer have caused this Agreement to be duly executed by their respective authorized officers as of the date first written above.

UBS AG			GAIN CAPITAL, INC.
By:	/s/ Sandra M. Gutierrez		By:	/s/ Glenn Stevens
Name: Sandra M. Gutierrez			Name: Glenn Stevens
Title: Director and Counsel			Title: Managing Director
Region Americas Legal			Date: 7/26/05
Fixed Income Section
By:	/s/ Sam Hooker
Name: Sam Hooker
Title: Director
Region Americas Legal
Fixed Income Section

SCHEDULE 1

FEE SCHEDULE

From the Effective Date *** equivalent transacted with each Dealer will be charged. Invoices will be sent to the Client on a monthly basis. Payment is due *** after the end of the relevant month.

Payment to be made as agreed between Customer and UBS.

No commission will be charged if Customer trades direct with UBS AG.

Effective Date: July 8, 2005.

SCHEDULE 2

PROCEDURES FOR NOTIFYING TRADES

1.		Upon receipt of trade details from Dealer, Customer will accept or reject trade on UBS’s Webpage. URL and password to be advised in separate mailing.
2.		If procedure 1 is unavailable, trade details to be communicated via Reuters;
		UBPB — New York time-zone, 7:30am-7pm UBPB — Singapore time-zone, 7am-6pm UBPB — Zurich time-zone, 8am-6pm
3.		If Both 1 and 2 are unavailable, trade details to be communicated via telephone;
		+ 203 719 4066 — New York time-zone, 7:30am-7pm + 01 6568365216 — Singapore time-zone, 7am-6pm + 41 1 239 5040 — Zurich time-zone, 8am-6pm

Attachment 1

1) The Net Open Position shall be calculated by UBS in a commercially reasonable manner by determining the sum of the following:

(i) For Transactions involving Tier 1 Currencies, the aggregate of the Net Currency Position for each Tier 1 Currency, after making the following adjustments, to the extent applicable and to the extent feasible at any time for UBS:

(A)

for each Tier 1 Currency, UBS shall identify Transactions that have the same value date, and:

(I) ***;

(II) ***; and

(III) ***.

(B)

for Transactions involving Tier 1 Currencies that do not have the same value date,:

(I) ***;

(II) ***; and

(III) ***.

	(ii)		for Transactions involving Tier 2 Currencies, UBS shall:
	(A)		***;
			and
	(B)		UBS shall aggregate the amounts calculated in clause (ii)(A).

(iii)

for Transactions involving Tier 3 Currencies, UBS shall:

	(A)		***;
			and
	(B)		***.

2) Exotics Net Open Position shall be calculated by summing (i) and (ii) below:

(i)		***.
(ii)		***.

3) Maximum notional quantity for Exotic Notional Limit purposes shall be calculated as below, for each trade date:

(i)		***;
(ii)		***; and
(iii)		aggregate such notional quantities.

Exhibit 10.26

Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as “***”. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

FOREIGN EXCHANGE PRIME BROKERAGE
AGENCY AGREEMENT

This Foreign Exchange Prime Brokerage Agency Agreement is made this 12th of July 2006

BETWEEN:

1.		The Royal Bank of Scotland plc, acting through its Financial Markets division (the “Bank”); and
2.		Gain Capital Group, LLC whose address is at 550 Hills Drive Bedminster, NJ 07921 (the “Agent”)

WHEREAS

A. The Bank may enter into a number of Foreign Exchange Prime Brokerage, Master Counterparty Agreements with various counterparties (the “Counterparties”) setting out the basis upon which the Bank may appoint an agent to engage in Foreign Exchange and Currency Options transactions on behalf of the Bank with each Counterparty;

B. The Bank hereby wishes to appoint the Agent as its agent in respect of certain specified Counterparties for the purposes set out in A above strictly on the terms, conditions and limits expressly stated below;

C. The Bank and the Agent have entered into an ISDA Master Agreement (the “Master Agreement”) dated as of 22 January 2003.

NOW, THEREFORE, IN CONSIDERATION OF THE PROMISES CONTAINED HEREIN AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE PARTIES HERETO AGREE AS FOLLOWS:

1. Agency. The Bank hereby authorizes the Agent to execute the Foreign Exchange and Currency Options transactions with the Counterparties specified by the Bank from time to time in the Notice attached hereto as Exhibit J (the “Specified Counterparty Transactions”). This authority is expressly limited to a Net Daily Settlement Amount (as defined in the applicable Master Counterparty Agreement) not exceeding the Settlement Limit specified in the applicable Notice (or its equivalent in any other currency) (the “Settlement Limit”) and a Counterparty Net Open Position (as defined in the applicable Master Counterparty Agreement) not exceeding the Maximum Counterparty Net Open Position specified in the applicable Notice (or its equivalent in any other currency). Specified Counterparty Transactions may only be entered into between the Bank, acting through a Specified Office, and the Counterparty acting through its branches specified in the Notice. The Bank may at any time and from time to time in its sole discretion modify the Settlement Limit or the Maximum Counterparty Net Open Position by written notice to the applicable Counterparty and Agent, which such notice shall be effective upon receipt. In addition, no Specified Counterparty Transaction shall be entered into where the rate of exchange or premium payable under such Specified Counterparty Transaction reflects a historic rate or is otherwise materially different to the market rate at such time in either case as determined in the discretion of the Bank. Unless otherwise agreed by the Bank in its absolute discretion beforehand in each case, and without prejudice to the foregoing provision, the Agent shall not enter into any Specified Counterparty Transaction which is a foreign exchange transaction pursuant to the exercise of a Currency Option transaction which itself is not an Accepted Transaction. In addition to any other agreement the Bank may have with the Agent, the Bank may require the Agent to deposit or pay additional collateral to the Bank prior to the Bank agreeing to accept such Specified Counterparty Transaction.

“Specified Office” means the Bank’s London Branch located at 135 Bishopsgate, London EC2M 3UR, or such other office of the Bank as may be specified in writing by the Bank from time to time:

2. Accepted Transactions. The Agent acknowledges and agrees that its appointment is expressly as set out herein and that the Bank shall not be responsible for or be bound as principal or otherwise by any Specified Counterparty Transaction unless (i) giving effect to such Specified Counterparty Transaction does not cause the Settlement Limit or the Maximum Counterparty Net Open Position applicable thereto to be exceeded; (ii) the Counterparty and Agent shall have committed to the material terms (Le. settlement date and amounts of each currency to be delivered by each party) of such Specified Counterparty Transaction; (iii) such Specified Counterparty Transaction has been entered into by the Bank, acting through a Specified Office, and the Counterparty acting through its branches specified in the relevant Notice, and (iv) the Specified Counterparty Transaction complies with such additional terms and conditions set forth in the applicable Notice.

A Counterparty Transaction which complies with the conditions specified in Ci) to (iv) above shall be an “Accepted Transaction.” An Accepted Transaction shall be valid and binding upon the Bank, enforceable against the Bank by the relevant Counterparty in accordance with its terms. The Agent shall promptly, in accordance with customary market practice, communicate trade details of each Specified Counterparty Transaction by notifying the Bank via a mutually acceptable electronic messaging system, e.g. Reuters. Any Specified Counterparty Transaction which does not constitute an Accepted Transaction shall be null and void as against the Bank and in respect of which the Agent unconditionally and irrevocably indemnifies the Bank in respect of all losses, costs, expenses and damages suffered by the Bank in respect thereof.

3. Offsetting Transaction. Immediately after entering into a Specified Counterparty Transaction with a Counterparty, the Agent and the Bank shall be deemed to have automatically entered into an offsetting transaction being either an FX Transaction or Option Transaction corresponding to the Accepted Transaction (each, an “Offsetting Transaction”) whereby the Bank’s currency exposure under each Accepted Transaction is completely eliminated by the Offsetting Transaction. The Bank will promptly confirm the terms of each Offsetting Transaction which shall be subject to the terms of the Master Agreement provided, however, that notwithstanding anything to the contrary in the Master Agreement, the Agent hereby unconditionally consents and agrees to its obligations under each Offsetting Transaction.

4. Exercise of Options . Notwithstanding any terms of a confirmation that may be to the contrary, if the Agent has entered into an Accepted Transaction in which the Counterparty is the grantor of an Option, the Bank may at the request of the Agent, authorize the Agent to exercise such Option on its behalf where required by delivery of a Notice of Exercise (as defined below) which shall constitute exercise by the Bank. In the event that the Agent fails to exercise such Option on behalf of the Bank, the Agent shall not deliver a Notice of Exercise to the Bank in respect of the corresponding Offsetting Transaction and notwithstanding the terms of such Offsetting Transaction, including any such terms relating to automatic exercise, such rights under the Offsetting Transaction shall be deemed to have expired unexercised.

“Notice of Exercise” means telex, telephonic or other electronic notification (excluding facsimile transmission), given by the owner of an Option to the grantor prior to or at the expiration time on the expiration date as agreed to at the time the Option is entered into, as evidenced in a Confirmation.

5. Termination. This Agreement shall remain in effect unless and until terminated by the Bank or by the Agent. Such termination may be communicated to the Agent (in the case of a termination by the Bank) or to the Bank (in the case of a termination by the Agent) by telephonic notice, which shall be followed promptly by written notification of such termination; provided that the termination shall be effective as of the time of the telephonic notice. Termination of this Agreement shall have no effect upon any Accepted Transaction executed in accordance with the provisions hereof prior to the effectiveness of such termination.

6. Notices. Telephonic and written notices under this Agreement shall be made as follows:

To the Bank:

The Royal Bank of Scotland plc
135 Bishopsgate, 3rd Floor

London EC2M 3UR
Attention: FOREIGN EXCHANGE Prime Brokerage Desk
Telephone No: 00 44 (0) 207 085 5441
Facsimile No: 0044 (0) 207 085 5734

To the Agent:

Gain Capital Group, LLC
550 Hills Drive
Bedminster, NJ 07921
United States

Each party may change its notice address and details by notice given to the other party.

7. Miscellaneous. This Agreement shall constitute the entire agreement between the parties hereto with respect to the subject matter hereof, supersedes all oral communication and prior writings and may not be modified except as in writing and signed by all parties. In the event any provision of this Agreement is held to be illegal or in conflict with any law, rule or regulation, such provision shall be stricken and the remaining provisions shall be in full force and effect.

     This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to choice of law doctrine. Each party submits to the non-exclusive jurisdiction of the Federal courts located in New York City, Borough of Manhattan, for any action or proceeding relating to, or arising out of, this Agreement or the transactions contemplated hereby and expressly waives any objection it may have to such jurisdiction or the convenience of such forum. Further, each party hereby irrevocably waives any right it may have to a trial by jury in connection with any action, dispute or proceeding arising out of, or relating to, this Agreement or the transactions contemplated hereby.

     No party shall assign this Agreement (except as expressly provided in this Agreement) without the prior written consent of the other party hereto and any attempted “assignment in violation of this Section shall be void;

     Each party may record the telephone conversations of any other party hereto and such recording may be used in evidence in any dispute arising in connection with any Offsetting Transaction and/or this Agreement.

     A person who is not a party to this Agreement may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.

     Each party hereto represents and warrants to the other party that (i) it is duly organized under the laws of the jurisdiction of its incorporation or organization, (ii) it has all requisite power and authority to enter into this Agreement and all Offsetting Transactions contemplated hereunder, (iii) this Agreement constitutes, and the transactions contemplated hereby will constitute, its legal valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy or insolvency laws and general equitable principles), (iv) it is acting for its own account, and it has made its own independent decisions to enter into this Agreement and all Offsetting Transactions, and as to whether any Offsetting Transaction is appropriate for it based upon its own judgment and upon advice from such advisors as it has deemed necessary, (v) it is not relying on any communication (written or oral) of any other party as investment advice or as a recommendation to enter into any Offsetting Transaction; it being understood that information and explanation related to the terms and conditions of a Offsetting Transaction shall not be considered investment advice or as a recommendation to enter into that Offsetting Transaction and (vi) the other parties are not acting as a fiduciary or an advisor for it in respect of this Agreement, Offsetting Transactions.

8. Fees. Payments of fees by the Agent under this Agreement as set out in Schedule I (“FX Prime Brokerage Fees”) and agreed from time to time by the parties shall be made on the due date in the place of the account specified by the Bank in freely transferable funds and in the manner customary for payments in the required currency. If the Agent fails to make, when due, any payment under this Agreement the Bank shall be entitled to take any action necessary in its sole and absolute discretion, including but not limited to deducting from any collateral or margin

that Agent has pledged or given to Bank or debiting any account maintained with the Bank, in the amount of fees owed.

“Business Day” means a day on which commercial banks are open for business in the place where the relevant account specified by the Bank is located.

Confirmed and agreed to as of July 12, 2006.

THE ROYAL BANK OF SCOTLAND			GAIN CAPITAL, INC
By:	/s/ Clan McHugh		By:	/s/ Mark E. Galant
Clan McHugh			Title: CEO
Title: Global Head of Prime Brokerage Sales

SCHEDULE 1

FX Prime Brokerage Fees

All fees are quoted per ***

***

No fee shall be payable in respect of principal-to-principal transactions with the Bank.

EXHIBIT 1 TO FOREIGN EXCHANGE PRIME BROKERAGE
AGENCY AGREEMENT

Notice

     The Royal Bank of Scotland plc and [name of Agent] are parties to a Foreign Exchange Prime Brokerage Agency Agreement dated as of [                                           ,] 2005 (the “Agreement”). All capitalized terms used in this Notice without definition shall have the meanings given to such terms in the Agreement.

     The Royal Bank of Scotland plc designates-the following as a Counterparty under the Agreement:

[Specify Counterparty and branches]

     The Royal Bank of Scotland plc specifies the following types of transactions as Specified Counterparty Transactions with respect to the Counterparty, with the respective maximum tenors identified below:

spot, tom next and forward foreign exchange transactions with a maximum tenor of [___] months (“FX Transactions”) and currency options (which shall consist of puts and calls that do not have special features), with a maximum tenor of [___] months (“Options”) (collectively, “Specified Counterparty Transactions”)

     The following Settlement Limit and Maximum Counterparty Net Open Position shall apply with respect to such Agent:

Settlement Limit		Maximum Counterparty Net Open Position
USD [                      ]		USD [                      ]

Confirmed and agreed to as of [                      ], 2005.