ASSUMPTION AGREEMENT

                                 ASSUMPTION AGREEMENT

     ASSUMPTION AGREEMENT (this "AGREEMENT"), dated as of April 27, 1999, by and
between INVESTMENT TECHNOLOGY GROUP, INC. (formerly know as Xxxxxxxxx Group,
Inc. ("JEFFERIES"), the survivor of the merger of the Borrower with and into
Jefferies), a Delaware corporation ("NEW ITGI"), and THE BANK OF NEW YORK, as
Lender, pursuant to the Credit Agreement, dated as of March 16, 1999, among
Investment Technology Group, Inc., as it existed prior to the merger, (the
"BORROWER") and The Bank of New York (as the same may be amended, modified or
supplemented from time to time, the "CREDIT AGREEMENT").  Capitalized terms used
herein which are defined in the Credit Agreement shall have the meanings defined
therein, unless otherwise defined herein.

                                       RECITALS

     A.     The Borrower is obligated under the Loan Documents.  In the Initial
Transactions, the Borrower is merging with and into Jefferies with Jefferies as
the survivor (the "MERGER"). 

     B.     Section 5.03 of the Credit Agreement requires, as a condition to
the consummation of the Merger, that New ITGI execute and deliver this Agreement
evidencing the assumption by New ITGI of all of the Borrower's obligations under
the Loan Documents. 

     Now, therefore, in consideration of the premises, the parties hereto agree
as follows:

     1.     ASSUMPTION.

            (a)   New ITGI hereby fully, absolutely, unconditionally and
irrevocably accepts and assumes from the Borrower, all of the Borrower's rights,
obligations and liabilities under the Loan Documents.

            (b)   New ITGI hereby agrees that (i) New ITGI shall be deemed the
Borrower for all purposes under the Loan Documents and all references to the
Borrower therein shall mean New ITGI, (ii) all references in the Security
Agreement to the Collateral shall mean the Collateral of New ITGI, and New ITGI
hereby grants, assigns and pledges to the Lender a first priority security
interest in and to all of New ITGI's right, title and interest in the
Collateral, whether now owned or existing or hereafter arising or acquired and
wherever located and (iii) New ITGI shall promptly execute and deliver or cause
to be executed and delivered, at its expense, all documents, certificates and
opinions as the Lender shall at any time request in connection with such
assumption by New ITGI of all of  the obligations and liabilities of the
Borrower under the Credit Agreement, the Security Agreement and the other Loan
Documents, including, without limitation, the execution and delivery of UCC
financing statements. 



     2.     REPRESENTATIONS AND WARRANTIES.

            New ITGI hereby represents and warrants (i) that all
representations and warranties set forth in the Loan Documents made as of the
date hereof and applicable to New ITGI, are true, correct and complete in all
material respects except for changes expressly contemplated in such documents,
and for representations and warranties which are expressly or by necessary
implication limited to a state of facts existing at a time prior to the date
hereof, and (ii) that it is in compliance in all material respects with all
agreements, including, without limitation, all affirmative and negative
covenants, contained in the Loan Documents.

     3.     MISCELLANEOUS.

            (a)   The Loan Documents are in all respects ratified and confirmed
and shall remain in full force and effect, and New ITGI shall be fully liable
thereunder in the same manner as if it separately executed same.

            (b)   This Agreement shall become effective simultaneously with the
consummation of the Merger. 

            (c)   This Agreement shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York without regard
to principles of conflict of laws.






                                         -2-


            IN WITNESS WHEREOF, the undersigned have caused this Assumption
Agreement to be duly executed as of the date first above written.

                         INVESTMENT TECHNOLOGY GROUP, INC.

                         By: /s/ Xxxx X. XxxXxxxxx
                         Name: Xxxx X. XxxXxxxxx
                         Title: Senior Vice President & Chief Financial Officer

                         THE BANK OF NEW YORK

                         By: /s/ Xxxx X. Xxxxxx
                         Name: Xxxx X. Xxxxxx
                         Title: Vice President