SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------

                                   FORM 10-K/A
                                (AMENDMENT NO. 1)

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002

                         COMMISSION FILE NUMBER 0-21324
                            ------------------------
                                   NYFIX, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                         06-1344888
(State of other jurisdiction of          (I.R.S. Employer identification number)
incorporation or organization)

                                333 LUDLOW STREET
                           STAMFORD, CONNECTICUT 06902
                                 (203) 425-8000
                    (Address of principal executive offices)

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                                      None

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

COMMON STOCK, PAR VALUE $0.001 PER SHARE             THE NASDAQ STOCK MARKET
       (Title of each class)                     (Name of each exchange on which
                                                         registered)

Indicate by check mark whether the registrant has (1) filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes / /   No /X/

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-K/A or any  amendment to
this Form 10-K/A. [ ]

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Exchange Act Rule 12b-2). Yes /X/ No / /

The  aggregate  market value of the voting stock held by  non-affiliates  of the
registrant was approximately  $178 million at the close of the last business day
of the  registrant's  most recently  completed  second  quarter (June 30, 2003).
Solely  for the  purpose  of this  calculation,  shares  held by  directors  and
officers of the  Registrant  have been excluded.  Such  exclusion  should not be
deemed a  determination  by the Registrant that such  individuals  are, in fact,
"affiliates" of the  Registrant.  The amount shown is based on the closing price
of NYFIX common stock as reported on the NASDAQ stock market.

Number of shares of NYFIX Common Stock, par value $.001, outstanding as of April
30, 2004: 32,263,781

                      DOCUMENTS INCORPORATED BY REFERENCE:

              Portions of the NYFIX, Inc. Proxy Statement for the
                 2003 Annual Meeting of Stockholders - Part III
              ---------------------------------------------------






                                   NYFIX, INC.
                          ANNUAL REPORT ON FORM 10-K/A
                      FOR THE YEAR ENDED DECEMBER 31, 2002
                                TABLE OF CONTENTS

Item       Description                                                      Page
----       -----------                                                      ----
                                     PART I

           Introductory Note.................................................

Item  1.   Business..........................................................

Item  2.   Properties........................................................

Item  3.   Legal Proceedings.................................................

Item  4.   Submission of Matters to a Vote of Security Holders...............

           Executive Officers and Management of the Registrant...............

                                     PART II

Item  5.   Market for Registrant's Common Equity and Related
              Stockholder Matters............................................

Item  6.   Selected Financial Data...........................................

Item  7.   Management's Discussion and Analysis of Financial
              Condition and Results of Operations............................

Item  7a.  Quantitative and Qualitative Disclosures about Market Risk........

Item  8.   Financial Statements and Supplementary Data.......................

Item  9.   Changes in and Disagreements with Accountants on
              Accounting and Financial Disclosure............................


                                    PART III

Item 10.  Directors and Executive Officers of the Registrant.................

Item 11.  Executive Compensation.............................................

Item 12.  Security Ownership of Certain Beneficial Owners
              and Management and Related Stockholder Matters.................

Item 13.  Certain Relationships and Related Transactions.....................

Item 14.  Controls and Procedures............................................

                                     PART IV

Item 15.  Exhibits, Financial Statement Schedules and Report on Form 8-K.....

          Signatures.........................................................



                                       2




                                   NYFIX, INC.

        CERTAIN  INFORMATION  CONTAINED  OR  INCORPORATED  BY  REFERENCE IN THIS
FILING WITH THE  SECURITIES  AND EXCHANGE  COMMISSION ON FORM 10-K/A THAT IS NOT
PURELY  HISTORICAL  ARE  FORWARD-LOOKING  STATEMENTS,  WITHIN THE MEANING OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995, THAT ARE BASED ON MANAGEMENT'S
BELIEFS,  CERTAIN ASSUMPTIONS AND CURRENT EXPECTATIONS.  THESE STATEMENTS MAY BE
IDENTIFIED  BY  THEIR  USE OF  FORWARD-LOOKING  TERMINOLOGY  SUCH  AS THE  WORDS
"EXPECTS,"  "PROJECTS,"  "ANTICIPATES,"  "INTENDS" AND OTHER SIMILAR WORDS. SUCH
FORWARD-LOOKING  STATEMENTS  INVOLVE  RISKS AND  UNCERTAINTIES  THAT COULD CAUSE
ACTUAL  RESULTS TO DIFFER  MATERIALLY  FROM  THOSE  PROJECTED.  THESE  RISKS AND
UNCERTAINTIES  INCLUDE,  BUT ARE NOT LIMITED TO, GENERAL ECONOMIC,  BUSINESS AND
MARKET  CONDITIONS,   COMPETITIVE  PRICING  PRESSURES,  TIMELY  DEVELOPMENT  AND
ACCEPTANCE OF NEW PRODUCTS,  ABILITY TO FURTHER PENETRATE THE FINANCIAL SERVICES
MARKET WITH A FULL RANGE OF OUR  PRODUCTS AND THE HIGHLY  COMPETITIVE  MARKET IN
WHICH WE OPERATE.  CERTAIN OF THESE RISKS AND  UNCERTAINTIES  ARE DISCUSSED MORE
FULLY IN PART II,  MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION
AND RESULTS OF OPERATIONS,  FACTORS AFFECTING OPERATING RESULTS AND ELSEWHERE IN
THIS FILING ON FORM 10-K/A. THE FORWARD-LOOKING  STATEMENTS CONTAINED HEREIN ARE
MADE AS OF THE DATE  HEREOF AND WE,  EXCEPT AS MAY BE  REQUIRED  BY LAW,  DO NOT
UNDERTAKE ANY OBLIGATION TO UPDATE ANY FORWARD-LOOKING STATEMENTS,  WHETHER AS A
RESULT OF FUTURE EVENTS, NEW INFORMATION OR OTHERWISE.

                                     PART I

INTRODUCTORY NOTE

        NYFIX,  Inc. is filing this  Amendment No. 1 on Form 10-K/A for the year
ended  December  31,  2002  that was  originally  filed on March  31,  2003 (the
"Original  10-K"),  to  reflect  the  restatement  of the  2002,  2001  and 2000
consolidated financial statements, selected financial data for 2002, 2001, 2000,
and 1999 and unaudited selected  quarterly  information for the first quarter of
2002 and each  quarter  of 2001  based  on the  accounting  of our 1999 and 2001
investments  in  and  2002  acquisition  of  an  additional  interest  in  NYFIX
Millennium,  L.L.C. ("NYFIX Millennium").  See Item 7, "Management's  Discussion
and Analysis of Financial Condition and Results of Operations" ("MD&A") and Note
2 to the Consolidated Financial Statements included elsewhere herein.

        For the  convenience  of the reader,  this Amendment No. 1 amends in its
entirety the Original  10-K.  This  Amendment No. 1 continues to speak as of the
date of the  Original  10-K,  and we have not updated the  disclosure  contained
herein to reflect any events  that  occurred at a later date other than that set
forth above.  All  information  contained in this  Amendment No. 1 is subject to
updating and  supplementing  as provided in our periodic  reports filed with the
Securities  and Exchange  Commission  (the "SEC")  subsequent to the date of the
filing of the Original 10-K.

        The  following  sections of this Annual  Report on Form 10-K/A have been
revised from the Original 10-K:

        o   Item 1  -   Business
        o   Item 6  -   Selected Financial Data
        o   Item 7  -   MD&A
        o   Item 14 -   Controls and Procedures
        o   Consolidated Financial Statements

        We have not amended, and do not intend to amend, any of our filed annual
or  quarterly  reports  prior  to  December  31,  2002.   Therefore,   financial
information  that has been  filed  prior to this Form  10-K/A for the year ended
December 31, 2002 or otherwise  reported for these  periods  should no longer be
relied upon and is superseded by the information in this quarterly  report.  Our
Quarterly  Reports on Form 10-Q for the quarters ended March 31, 2003,  June 30,
2003 and  September  30, 2003 have also been  affected by this  restatement.  We
intend to file these amended quarterly reports as soon as practicable.


ITEM 1. BUSINESS

GENERAL

        NYFIX,  Inc.,  a New  York  corporation  founded  in 1991,  through  our
subsidiaries   and   affiliates,    provides   electronic   trading   technology

                                       3



                                   NYFIX, INC.

infrastructure and execution services to the professional trading segment of the
brokerage  industry.  Our products and services automate  institutional  trading
workflows by streamlining data entry and seamlessly  integrate  electronic order
and execution handling.  We offer a complete electronic desktop order management
solution, stationary and wireless handheld exchange floor technology, and a high
volume  trade  execution   platform.   Our  products  deliver  straight  through
processing ("STP") for front, middle and back office trade information handling.
We deliver our  products  mainly as a service  bureau  offering  and maintain an
extensive  data center with a network of electronic  circuits that link industry
participants  together  and provide  access to the  domestic  and  international
equities and derivatives markets.

        Our   electronic   trading   systems,    industry-wide   trade   routing
connectivity,  STP and execution  services and systems  supported by our desktop
solutions,  stationary  and  wireless  exchange  floor  systems  and  electronic
automation systems provide a complete  electronic  solution to enter, manage and
route trade data and execute orders for brokerage firms and international  banks
trading in equities, futures and options.

        We operate a diverse electronic order routing and communication platform
(our "NYFIX  Network"),  based on the  Financial  Information  eXchange  ("FIX")
protocol. The FIX protocol is the messaging standard underlying language,  which
was developed to enable real-time  electronic  trading and  communications.  Our
NYFIX  Network is  connected  to  redundant  data  centers  enabling  electronic
communications  between our customers  throughout  the equities and  derivatives
markets as well as  offering  long-term  optical  disk  storage  and  compliance
retrieval of customer  transactions.  Through our NYFIX Network,  we provide the
technology and infrastructure  for trade  communication and global order routing
between buy-side and sell-side  institutions,  numerous exchange floors, as well
as other electronic  trade execution  venues,  such as electronic  communication
networks ("ECN") and alternative  trading systems ("ATS"). We sell an integrated
portfolio of modular desktop trading applications, exchange floor automation and
exchange access applications for trading in domestic and international equities,
and derivatives,  including futures and options. Many of our applications reside
on our  centralized  system in our data  center and are  accessible  through our
NYFIX Network.  By seamlessly  integrating  our proprietary  infrastructure  and
software applications, we provide our customers with a complete electronic order
management and execution solution.

        Through NYFIX Millennium,  our 80% owned  broker-dealer  subsidiary,  we
have developed an ATS that functions  similarly to an ECN in that it matches buy
and sell orders.  NYFIX  Millennium can match either buy and sell orders or pass
them  through to the  exchange or execution  venue of the  trader's  choice,  in
real-time,  which we believe is a unique feature and key differential from other
ATSs and ECNs that rely on captive order liquidity or orders that need to reside
in the system to be  matched.  NYFIX  Millennium  augments  traditional  auction
markets by combining  the  electronic  execution  technology  of an ECN with the
liquidity of traditional primary markets. Institutional traders benefit from the
order invisibility and anonymity provided by NYFIX Millennium,  which eliminates
the negative price impact  associated  with  displaying  large blocks of shares.
NYFIX  Millennium  ATS went into full  production  on  September  5, 2001 and we
continue  to focus on  expanding  NYFIX  Millennium's  user  base and  execution
volumes.

          To date,  we have  principally  derived our revenue  from one to three
year term subscriptions,  product sales and services.  In addition to developing
our subscription revenue, we have developed  transaction-based  revenue.  Rather
than a  monthly  per-terminal  fee,  transaction-based  revenue  is  derived  by
charging a per share fee for trades executed. We are well positioned to

                                       4



                                   NYFIX, INC.

distribute order routing terminals in certain domestic and international  market
segments  seeking  more  exchange  and  execution  access  and trade  processing
services in return for per share  transaction-based  fees. We believe there is a
substantial market for these types of transaction revenue streams.

        Headquartered in Stamford,  Connecticut,  we have additional  offices in
New York City, London, Chicago and San Francisco.

AVAILABLE INFORMATION

        We are  required  to file  certain  documents  with the SEC, as required
under Sections  13(a),  13(c),  14, or 15(d) of the  Securities  Exchange Act of
1934,  as  amended.  The SEC  maintains a website at  http://www.sec.gov,  which
contains  reports,  proxy and  information  statements,  and  other  information
regarding  us. You may also read and copy any  document  we file with the SEC at
its Public Reference Room, 450 Fifth Street, N.W.,  Washington,  D.C. 20549. The
SEC may be contacted at 1-800-SEC-0330 for further  information on the operation
of the Public Reference Room.

        Our website can be found at http://www.nyfix.com.  Information contained
on our website is not a part of this document.  We make available free of charge
on our website our annual report on Form 10-K,  quarterly  reports on Form 10-Q,
current  reports on Form 8-K, and amendments to those reports filed or furnished
pursuant to Section  13(a) or 15(d) of the  Exchange  Act as soon as  reasonably
practicable after we  electronically  file such material with, or furnish it to,
the SEC.

        We will provide you with a copy of these filings, including the exhibits
to such filings  which we have  specifically  incorporated  by reference in such
filings,  at no cost,  upon request to: NYFIX,  Inc.,  Stamford Harbor Park, 333
Ludlow Street, Stamford, CT 06902, Attention: Chief Financial Officer, telephone
(203) 425-8000.

ACQUISITIONS AND INVESTMENTS

NYFIX TRANSACTION SERVICES

        In December  2001,  we acquired an inactive  broker-dealer,  an Illinois
corporation,  for $34,000 and filed a membership  application  with the National
Association of Securities Dealers ("NASD") to operate as a broker-dealer through
the wholly-owned  subsidiary,  which we renamed NYFIX Transaction Services, Inc.
("NYFIX Transaction Services").  The application was approved by the NASD in May
2002 and NYFIX  Transaction  Services began generating  revenue on July 1, 2002.
NYFIX Transaction Services provides electronic execution services,  primarily to
domestic and international broker-dealers and specialized trading firms.

NYFIX MILLENNIUM

        NYFIX  Millennium,  a  broker-dealer,  developed  an  ATS,  which  is an
electronic  system that  matches  buyers and sellers in a  completely  anonymous
environment.

        On October 27, 1999,  NYFIX Millennium was formed by us and seven global
international  investment  banks and brokerage firms  consisting of the "Initial
Partners": Deutsche Bank US Financial Markets, ABN Amro Securities (formerly ING
Barings),  Lehman Brothers,  Morgan Stanley Dean Witter Equity Investments Ltd.,
Alliance Capital  Management  (formerly Sanford C. Bernstein & Co.), Societe
Generale Investment Corporation (formerly SG Cowen) and UBS Warburg. The Initial
Partners  invested  $14.0 million  ($2.0  million  each) in NYFIX  Millennium in
exchange for 175,000 units (25,000 units each) of NYFIX Millennium,

                                       5



                                   NYFIX, INC.

collectively  owning a 50% ownership  interest in NYFIX Millennium.  We invested
$2.0 million and owned the remaining 50% (175,000 units).  We purchased from the
Initial Partners an option to buy an additional 30% ownership  interest in NYFIX
Millennium (the "Option").  As  consideration  for the Option,  we issued to the
Initial  Partners an aggregate  of  1,968,750  shares of our common stock with a
fair value of $34.6  million on the  measurement  date of October 27, 1999.  The
Option,  which was exercisable at any time, had no expiration date, and required
us to issue an aggregate of an additional  236,250 shares of our common stock to
the Initial  Partners upon  exercise.  Exercising  the Option would enable us to
increase  our  ownership  interest  in  NYFIX  Millennium  to 80%  of the  total
ownership interests.

        On March 16, 2001 and April 2, 2001,  NYFIX  Millennium  added four "New
Partners",  consisting of: Bank of America,  Wachovia Securities (formerly First
Union Securities) and LabMorgan  Corporation (formerly J.P. Morgan & Co. and
Chase  H&Q).  The New Partners  invested $8.0 million ($2.0 million each) in
NYFIX  Millennium  in exchange for 100,000  units  (25,000  units each) of NYFIX
Millennium.  To maintain  our 50%  ownership  interest in NYFIX  Millennium,  we
reduced  certain of our rights to share future dividend  distributions  of NYFIX
Millennium.  We purchased from the New Partners an option, similar to the option
purchased from the Initial Partners, to buy an additional 30% ownership interest
in NYFIX  Millennium.  As  consideration  for the  option,  we issued to the New
Partners an aggregate of 376,000 shares of our common stock with a fair value of
$8.4  million  on the  measurement  dates of March  16,  2001 for one of the New
Partners and April 2, 2001 for the other three New Partners.  The option,  which
was also  exercisable  at any time,  had no expiration  date, and required us to
issue an aggregate of an additional 60,000 shares of our common stock to the New
Partners upon  exercise.  Exercising  the option would enable us to increase our
ownership interest in NYFIX Millennium to 80% of the total ownership  interests.
Hereinafter,  references to "the Option"  include the option  received from both
the Initial Partners and the New Partners.

        Effective February 1, 2002, we exercised the Option. In exchange for the
increased  ownership  interest  in NYFIX  Millennium,  we issued to the  Initial
Partners and New Partners an  aggregate of 296,250  shares of our common  stock,
with a fair  value of $4.5  million  on the date of  exercise.  As a result,  we
increased our  ownership of NYFIX  Millennium to 80%. The excess of the purchase
price of $9.1  million  over the fair value of the net assets  acquired was $6.9
million and has been recorded as goodwill.  Some of our key  considerations  for
the  acquisition  of an additional  30% ownership  interest in NYFIX  Millennium
included our ability to control NYFIX Millennium's  operations to effect changes
in its  business  model  as a  result  of the  attractiveness  of the  synergies
anticipated with our recently-acquired  NYFIX Transaction Services broker-dealer
and soon-to-be acquired Javelin business.

        Refer to Note 2 of the consolidated  financial statements for discussion
of the  restatement  of our financial  statements for the accounting of our 1999
and 2001  investments  in and 2002  acquisition  of an additional  30% ownership
interest in NYFIX Millennium.

JAVELIN TECHNOLOGIES, INC.

        On March 31, 2002, we acquired 100% of the outstanding  capital stock of
Javelin  Technologies,  Inc.,  a Delaware  corporation  (with its  subsidiaries,
"Javelin").  We financed the transaction with a combination of (i) $10.0 million
in net cash;  (ii)  2,784,896  shares of our common stock having a fair value of
$41.2 million;  and (iii) 493,699 shares of our common stock having a fair value
of $3.5 million  reserved for issuance  upon  exercise of Javelin  stock options
assumed by us. The excess of the  purchase  price over the fair value of the net
assets acquired was $42.3 million and has been recorded as goodwill.  Javelin is
a provider of electronic  trade  communication  technology  and the FIX protocol
technology.  The FIX protocol is the  messaging  standard  underlying  language,
which was developed to enable real-time  electronic trading and  communications.
In utilizing the FIX protocol technology, companies can eliminate the high costs
and  associated  risks of  developing  their own  proprietary  network links and
implementing a non-standard  protocol.  Javelin has over 1,000  installations at
more than 350 major buy and sell-side institutions,  securities clearing houses,
hedge fund managers, exchanges and ECNs worldwide,  including over 50 clients in
Europe and 20 in Asia.  Some of our key  considerations  for the  acquisition of

                                       6



                                   NYFIX, INC.

Javelin included:  increased  connectivity to the buy-side institutional market,
consolidated  product  offering,  cross-selling of core products and transaction
services,  and a single point of  electronic  exchange  access  across all major
domestic and international equity and derivatives exchanges.

EUROLINK NETWORK, INC.

        On March 6, 2002, we acquired a convertible  preferred stock interest in
EuroLink Network, Inc. ("EuroLink"),  a Delaware corporation with its operations
based in Madrid,  Spain, for $4.0 million in cash.  EuroLink offers the European
securities  industry  direct  electronic  access to the U.S. equity markets from
Europe.  EuroLink offers our equity  terminals and market access services to the
European marketplace,  primarily on a transaction fee basis. The preferred stock
will automatically  convert into a 40% common stock interest upon the earlier of
two years from the date of the agreement or a change of control,  as defined, of
EuroLink.  We also have an option to  purchase  up to an  additional  40% common
stock interest in EuroLink,  from certain of its stockholders,  at a price to be
determined based upon a formula of EuroLink's earnings, as defined.

RENAISSANCE TRADING TECHNOLOGIES, LLC

        On October 2, 2002, we acquired an 18% interest in  Renaissance  Trading
Technologies,  LLC  ("Renaissance"),   a  Delaware  limited  liability  company.
Renaissance  was  formed  to   commercialize  a  NASDAQ  trading  platform  (the
"Platform"). We acquired our interest in return for 300,000 shares of our common
stock with a fair value of $3.74 per share,  totaling $1.1 million. We have also
loaned $1.5 million (the "Note") to Renaissance,  for which Renaissance issued a
convertible secured promissory note. The Note bears an interest rate of 5.5%, is
due in October 2007 or earlier,  as set forth therein,  or is  convertible  into
additional equity in Renaissance,  at our option, at certain times over the next
five years.  We also have an option to purchase up to a controlling  interest in
Renaissance  at a price to be determined  based upon a formula,  as defined.  In
connection  with our investment of Renaissance,  we acquired,  for $1.0 million,
the  intellectual  property  rights and source code to the  Platform,  which was
developed  over the last several  years by a major bank and  brokerage  firm and
contributed such intellectual property rights and source code to Renaissance. We
provided  Renaissance an additional $1.0 million in the first quarter of 2003 in
exchange for a secured promissory note.

INDUSTRY OVERVIEW

AUTOMATION REMAINS A PRIORITY

        Historically,  financial institutions have relied on voice communication
and  paper-based  trading  and  settlement  practices,  and stock  markets  have
traditionally  operated physical trading floors, also relying primarily on paper
tickets in an open  outcry  model.  In this  model,  member  firm floor  brokers
deliver  orders to a  specialist,  an  intermediary  that  makes a market in the
stocks listed on the exchange.  In addition to  processing  inefficiencies,  the
presence of an  intermediary  results in pricing that does not always  represent
the true value of a security at any given point in time.

        A series of major trading scandals during the 1990s prompted  investment
firms,  brokerage  firms and  regulators  to accept  that the pace,  volume  and
volatility  in the  markets had  reached a level  where  real-time  computerized
electronic  tracking of trading activities was necessary.  The global securities
industry  quickly  began to  experience  a  significant  surge in the demand for
automated processes.  The development of integrated  networks,  order management
systems,  direct access technologies and fully electronic  marketplaces was at a
high point during the Internet boom of the late 1990s.

                                       7



                                   NYFIX, INC.

        Many firms and regulators in the securities trading industry  recognized
the necessity of  implementing  STP solutions,  which integrate and automate all
aspects of trading - front, middle and back office - reducing settlement cycles,
costly errors and processing costs.

        While this drive toward  automation  has led to marked  improvements  in
efficiency  throughout  the  industry,  a large  number  of  financial  entities
continue  to  rely  on  manual  processes  even  today.  Due to  the  efficiency
improvements  realized by firms who have implemented  electronic processes and a
series of  regulatory  mandates,  automation  remains a priority for  investment
banks,  brokerage  firms and exchanges  worldwide  despite the current  economic
downturn.  Although  spending  has been  significantly  reduced  across  several
segments  of the global  securities  industry,  these  institutions  realize the
importance of investing in infrastructure and automation technologies.

        Regulations  governing the recording and  transmission  of orders to and
from the New York Stock  Exchange  ("NYSE")  were adopted in 2001 ("Rule  123"),
requiring that all NYSE member firms adopt electronic order management  systems.
The  second  phase of Rule  123 will  require  that all  orders  need to be sent
electronically.  In addition,  there has been consideration  given to decreasing
the time between the trade and settlement of orders,  from the previous standard
of three days to one day (known as "T+1").

THE IMPORTANCE OF STANDARDS

        As a major step toward  industry  standardization  for electronic  order
routing,  the financial services industry began to adopt the FIX protocol as the
industry standard by the mid-1990s.  The FIX protocol is the messaging  standard
underlying language,  which was developed to enable real-time electronic trading
and  communications  and is now considered the globally accepted and predominant
standard for  electronic  order  routing.  In January 2003,  the Group of Thirty
("G30"),  a  Washington-based  think  tank  comprised  of leaders  from  central
banking,  private  finance  and  academia,  released  a  report  identifying  20
recommendations to increase  efficiency and  interoperability  within the global
securities  industry.   Among  these   recommendations  was  the  importance  of
developing and adopting standards,  including the FIX protocol,  to automate the
front, middle and back office.

ECN AND ATS EVOLUTION

        The advent of  high-speed  electronic  data  communication  networks and
computerized   trading  has   highlighted   the  potential  for  more  efficient
interaction  between  buyers and  sellers  in the  financial  markets.  The U.S.
equities  markets have seen the  introduction of new regulations  paving the way
for ECNs and ATSs to compete with traditional exchanges such as the NYSE and the
American  Stock   Exchange   ("Amex")  in  the  listed  market  and  the  NASDAQ
over-the-counter  ("OTC")  market.  These  ECNs and ATSs  seek to  provide  more
efficient trading mechanisms while bringing buyers and sellers directly together
without an intermediary.

        As almost every  traditional  exchange floor in Europe and Asia has been
replaced by electronic  systems,  much debate continues in the U.S.  relating to
the role of the specialist  and the efficiency of the NYSE, the world's  largest
exchange  floor in terms of its listed  companies'  market  capitalization.  The
debate  has  increased  with  the   introduction  of  decimal   trading.   While
decimalization   was  designed  and   implemented  to  make  price  quotes  more
understandable  for consumers,  an unexpected side effect of decimalization  has
been an increase in the trading  activity of the specialists  competing with the
buyers and sellers,  resulting in the reluctance of  institutional  investors to
expose block orders on the books of the specialists.

                                       8



                                   NYFIX, INC.

        A number of ECNs and ATSs  emerged  in the  marketplace  during the late
1990s.  The  challenge  for these new  trading  venues is to attract  sufficient
trading  liquidity,  also known as orderflow,  which is transaction volume being
entered  into  these  trading  venues.  While  ECNs have  apparently  captured a
significant portion of the NASDAQ OTC market-share in executed volume, they have
not been  effective  capturing  significant  executed daily volume in the listed
equity  market,  due  in  large  part  to a lack  of  access  to the  electronic
infrastructure carrying listed orderflow.

        Financial  institutions have become increasingly  focused on the overall
quality of  execution  and  transaction  cost of trades.  Sophisticated  trading
strategies,  particularly  those  involving  multiple  securities  or  types  of
financial  instruments,  are difficult to execute  without both direct and rapid
market access and a system that provides easy to use order entry, management and
execution.

BUSINESS CONTINUITY AND DISASTER RECOVERY PLANNING AND OUTSOURCING

        In addition to  automation  and STP,  business  continuity  and disaster
recovery  technologies  have become  crucial to an  institution's  technological
infrastructure.  Business  continuity  is a part of the STP movement and yet its
importance  has been  significantly  emphasized  within the  financial  services
community  following the tragedy of the September 11, 2001 terrorist  attacks in
New York. The concern for repeated  terrorism has fueled  investment in business
continuity solutions, but factors such as globalization, STP, process automation
and disruption of power or technology errors are also important.

        Data storage and recovery and wide-area network ("WAN") applications are
but some of the requirements  needed to implement proper business continuity and
disaster  recovery  operations.  While  institutions are seeking  solutions that
offer  direct  access,  speed  of  delivery,   quality  of  execution  and  full
integration  between  traditional  exchanges and modern ECNs and ATSs,  many are
realizing  that they cannot  continue  to  internally  develop or  maintain  the
systems  and  connectivity  infrastructures  needed to keep  pace  with  current
technological  developments and regulatory mandates.  As a result, a significant
number  of  these  firms  are  looking  to  outside  providers  to  solve  their
automation, efficiency, and business continuity challenges.

OUR SOLUTION AND STRATEGY

        Our goal is to become a leading  provider of real-time  electronic trade
entry,  routing  and  execution  solutions  to  the  global  financial  services
industry.  We  consistently  monitor the  industry to analyze and  determine  an
efficient  and  effective  schedule  for new  product  introductions,  marketing
efforts and organizational  growth initiatives in order to meet the needs of the
changing  markets.   The  following  points  outline  our  top-level  strategies
necessary  to  achieve  success  and bring  greater  efficiencies  to the global
marketplace:

        o     MAXIMIZE THE SYNERGIES OF OUR RECENT  ACQUISITIONS AND INVESTMENTS
              TO INCREASE  CUSTOMERS IN OUR NYFIX NETWORK.  With our acquisition
              of an 80% ownership interest in NYFIX Millennium, our acquisitions
              of NYFIX Transaction  Services and Javelin, and our investments in
              Renaissance  and  EuroLink,  we have  significantly  expanded  our
              presence  beyond  our  traditional   customer  base  of  sell-side
              institutions   trading  on  the  NYSE.  To  further  increase  our
              subscription and  transaction-based  revenue model we are focusing
              our sales and marketing  efforts on connecting  not only sell-side
              broker-dealers,  but also buy-side  institutions and international
              exchanges  to our NYFIX  Network.  With the  integration  of sales
              teams  from  recent  acquisitions  we are  maximizing  synergistic
              opportunities  to  introduce  relevant  products  to both  new and
              existing  customers.  We will  continue  to address  the  evolving
              requirements of the trading community by hopefully introducing new
              complementary  solutions,  such as  advanced  analytical  and risk

                                       9



                                   NYFIX, INC.

              management applications, OTC services,  multi-currency facilities,
              stock  allocation and clearing  services.  The  enhancement of our
              current  product  line,  along with the addition of new  products,
              will  help  us  increase   our   presence  in  the   institutional
              marketplace  and  allow us to sell  more  profitable  products  to
              existing customers.  We plan to continue to develop and own all of
              the underlying  intellectual  property rights  associated with our
              existing and future products.

        o     INCREASE  TRANSACTION  REVENUE  STREAMS IN OUR ATS AND  ELECTRONIC
              TRADING   INFRASTRUCTURE   PRODUCTS.   As   the   markets   become
              increasingly  more automated,  providing  customers with effective
              desktop  order  capturing  and  electronic  access  technology  is
              emerging  as the most  important  marketing  parameter.  The large
              quantity of  orderflow  processed  through  our NYFIX  Network has
              uniquely positioned us to increase our transaction-based  revenue.
              In addition to  developing  transaction  revenue  streams in NYFIX
              Millennium  by  generating a critical  mass of orderflow  from our
              customers,  the formation of NYFIX Transaction Services enabled us
              to introduce a number of offerings to compete effectively with and
              replace the role of certain brokers in specific  target  segments.
              Specifically,  we can effectively compete for business with little
              or no  conflict  with our  existing  client  base in some areas of
              international,   and  to  some  degree   domestic,   correspondent
              brokerage business. In the correspondent  brokerage business,  one
              brokerage  firm  generally  services a much smaller or specialized
              brokerage  firm and charges a transaction  based per share fee for
              providing access to exchange executions.  EuroLink distributes our
              equity   products  and  services  to  the  European   marketplace,
              primarily focusing on increasing  orderflow volume to and from the
              U.S. This is a perfect example of how our various  business groups
              complement one another.

        o     EXPAND  THE  UNIVERSE  OF  SECURITIES  TRADED  THROUGH  OUR  NYFIX
              NETWORK. Our NYFIX Network and NYFIX Millennium ATS can be used to
              trade and match basically any financial instrument,  from equities
              to futures,  commodities or other derivative  instruments.  We are
              focusing on increasing the usage of NYFIX  Millennium  conditional
              orders,  by aggressively  marketing the ATS to a variety of firms,
              including   traditional   broker-dealers,    market   makers   and
              statistical arbitrageurs.  Through the interaction of the system's
              various order types,  such as conditional  and  pass-through,  and
              continued  growth of NYFIX Network  share volume,  we believe that
              NYFIX  Millennium  is able to  provide  superior  results in trade
              execution  quality  for  our  customers.   With  the  addition  of
              Renaissance's  Platform,  we  hope  to  significantly  expand  the
              universe of equities traded through our NYFIX Network to encompass
              the OTC  markets.  We also plan to expand our  presence in futures
              and  options  trading and grow our market  share in  international
              markets through a significant  increase in our direct connectivity
              to   international   exchanges   trading  in  both   equities  and
              derivatives.

        o     CONTINUE  TO  PROTECT  OUR  CUSTOMERS'  ROLES IN THE  DISTRIBUTION
              MARKET.  Many market  observers  believe that equity  markets will
              become completely  electronic,  thereby significantly altering the
              traditional role of broker-dealers. The fear of a diminishing role
              and loss of  revenue  has caused the  broker-dealer  community  to
              largely withhold support for any market  modernization system that
              can be  accessed  directly  by  buy-side  institutions  and  other
              investors. It is an important element of our strategy to introduce
              our business model in a manner that does not  ultimately  threaten
              our sell-side  customers'  role in the  distribution  channel.  We
              believe this  strategy  provides us with a  significant  advantage
              over our competitors  whose  initiatives may ultimately  eliminate
              the broker from the trading process.

OUR TECHNOLOGY

        Our  technology is designed to meet our  customers'  business  needs for
consistently  available,  expandable,  and  cost  efficient  infrastructure  and
software.  We apply what we believe to be industry best  practices in areas such

                                       10



                                   NYFIX, INC.

as  strategic  planning,  implementation  partnerships,   operating  procedures,
documentation  and  application  development  methodology.   Our  infrastructure
technologies  provide market participants with highly reliable  connectivity and
liquidity  pools,  while  our  software  applications  provide  an  easy  to use
integrated suite of desktop applications and exchange floor systems.

OUR NYFIX NETWORK

        Built in late 1997, our NYFIX Network provides our customers with global
connectivity for trade order routing through dedicated  circuits.  Access to our
NYFIX Network  private order  routing and financial  information  communications
infrastructure  is  offered  to  our  customers  on  both a  subscription  and a
transaction  basis and is  supported  by  large-scale  redundant  data  centers.
Through our NYFIX  Network,  we provide the technology  and  infrastructure  for
trade  communication  and global order  routing  between  buy-side and sell-side
institutions,  numerous  exchange  floors,  as well as  other  electronic  trade
execution  venues,  such  as ECNs  and  ATSs.  Consisting  of  more  than  1,500
high-speed  frame-relay  circuits,  fiber optics and synchronous optical network
("SONET")  infrastructure,  our NYFIX Network provides an efficient,  secure and
reliable  method  for  electronic  trade  communication.  Our NYFIX  Network  is
connected to redundant data centers to enable electronic  communications between
our customers throughout the equities and derivatives markets. Our NYFIX Network
and data  center  structure  also  offer  long-term  optical  disk  storage  and
retrieval  of  customer   transactions  for  compliance  purposes.  We  sell  an
integrated  portfolio of modular  desktop trading  applications,  exchange floor
automation  and  exchange  access  applications  for  trading  in  domestic  and
international equities, and derivatives,  including futures and options. Many of
our  applications  reside on our  centralized  system in our data center and are
accessible through our NYFIX Network. By seamlessly  integrating our proprietary
infrastructure  and  software  applications,  we provide  our  customers  with a
complete electronic order management and execution solution.

INFRASTRUCTURE TECHNOLOGIES

        Our  underlying  infrastructure   implementation  procedures  involve  a
modular,  or "building block,"  standard.  A building block standard consists of
the amount of storage,  processing and network  capacity  necessary to support a
set of customers. As we add customers to our NYFIX Network,  building blocks can
be easily inserted into our architecture to accommodate continued network growth
and which can  potentially  reduce our average cost per  customer.  Our building
block architecture relies upon advanced technology standards,  including storage
area network  architecture,  which is best suited for high-performance  database
access and  transaction  processing.  This  technology  is easily  scalable.  We
believe that we are a technology  leader in our industry in that we maintain two
data  centers,  either  of  which  can  support  all of our  current  production
requirements,  providing  fully active  redundancy  for our  customers.  We also
maintain our WAN, which we host for customer usage,  giving us an advantage when
troubleshooting  problems.  Our NYFIX Network and data center  infrastructure is
continuously  monitored  by an  automated  system that logs the  performance  of
communication lines, equipment and systems, ensuring continuous availability and
optimal  performance  for  our  customers.  To  achieve  the  highest  level  of
availability,  we rely on multiple telecommunication carriers for data transport
between core data centers and customers, including AT&T, Sprint, WorldCom, Qwest
and Verizon.  As our data volume is  significant,  we are able to diversify  our
telecommunication  needs across carriers,  decreasing our reliance on any single
telecommunication  service  provider  without losing the benefit of economies of
scale.

        Our data centers are located in two independent  data center  facilities
in  Carlstadt  and North  Bergen,  New Jersey  maintained  by  SunGard  Recovery
Services LP, formerly owned by Comdisco Holding, Inc. By co-locating  equipment,
we derive  operating  economies  while  obtaining the highest quality of service
available in a physical plant. Our data centers' around-the-clock facilities are

                                       11



                                   NYFIX, INC.

protected by state-of-the-art fire suppression and heating, ventilation, and air
conditioning  systems  and have  multiple,  uninterruptible  sources  of  power,
including  backup  generators  and fully  redundant  power  distribution  units.
Security   personnel,   procedures  and  video   surveillance   protect  against
unauthorized physical access to our equipment.

APPLICATION DEVELOPMENT

        We work closely  with our  customers  and  business  partners to develop
managed  software  services  that will  address  unfulfilled  market  needs.  We
establish a business  case for each  potential  new offering and major  software
update to ensure that any new initiative meets strategic, operational, technical
and economic criteria. We have implemented methodology tools and procedures that
have enhanced our ability to author quality products and applications.

        Our software is authored to take  advantage of the FIX protocol and runs
on various  operating  system  platforms,  including  UNIX,  Linux and Microsoft
Windows.  We  maintain  a  library  of  reusable  program  code  and use  naming
conventions,  which  facilitates  rapid  application  development and provides a
homogenous  and  familiar  look  and  feel to our  customers.  Our  standardized
approach greatly enhances the quality of our programs and products.  Our quality
control  department  has a  dedicated  laboratory,  which  simulates  our  NYFIX
Network.  All of our new  product  releases  are  tested  under  load and stress
conditions using automated tools for reliability,  interoperability and quality.
Our sales support,  customer  training and technical  engineering  group provide
ongoing  feedback  from our customer  base to our product  development  team and
quality control  department.  This allows us to continuously  refine and enhance
our products to better serve our customers' needs.

PRODUCTS AND SERVICES

        Our products and services  provide a variety of financial  service firms
with  end-to-end  solutions  for their  trading  technology  needs.  The trading
process  typically  involves three main functions - front office,  middle office
and back  office.  These terms  correspond  with a phase of the trade  execution
process.  Front office generally  refers to order entry,  routing and execution;
middle office  typically  refers to the process  whereby trades are allocated to
the proper accounts;  and back office refers to trade settlement and processing.
We specialize in front office  solutions but have also  developed  solutions for
the middle office and  interfaces to the most popular back office  systems.  Our
solutions  facilitate STP, reducing transaction costs and reducing the potential
for trading errors due to manual re-entry of order and execution information.

        We provide  trading  technology  and execution  services to a variety of
firm types in the financial industry.  For our clients, we offer connectivity to
our NYFIX Network,  which enables  buy-side firms to  electronically  connect to
their trading counter-parties, typically sell-side firms, who in turn connect to
various  execution  venues such as exchanges,  ECNs and ATSs.  Our NYFIX Network
offers   unparalleled   electronic   connectivity   to   hundreds   of   trading
counter-parties  for a fraction of the cost it would take for a firm to maintain
their own proprietary  network.  As part of our NYFIX Network, we provide secure
and reliable  electronic  connectivity,  certify all  connections to each firm's
trading counter-parties and provide  around-the-clock service and support. A key
component to our NYFIX Network is the maintenance of multiple data centers.  Our
NYFIX Network's multiple data center configuration  ensures all clients' data is
replicated at both data centers in real-time,  providing  security and integrity
of client data in the case of a disaster.  We also offer customers an archive of
their  past  trading  data,  which can be  accessed  through  a secure  Internet
browser.  This greatly simplifies our customers'  compliance with SEC trade data
storage and retention requirements and makes retrieving past data extremely easy
and convenient.

                                       12



                                   NYFIX, INC.

BUY-SIDE SOLUTION SET

        For buy-side  institutions,  including investment  managers,  mutual and
pension fund managers and hedge funds, we offer a suite of services for seamless
trading.  We offer an  integrated  market  data,  order  management  and routing
application,  which  enables  customers  to monitor  markets and enter and route
orders with a few mouse clicks. In addition to our subscription-based  offering,
our  transaction-based   offering  enables  customers  to  gain  technology  and
execution  services for a single fee per executed  share.  Our Javelin  products
offer a variety of technology  solutions for a firm's connectivity needs. Appia,
Javelin's  flagship  product,  is a high performance,  multi-protocol  messaging
engine to enable electronic  connectivity  between firms.  Javelin also offers a
simplified product, Instant Integrator, for firms with less software development
expertise.

SELL-SIDE SOLUTION SET

        NYFIX USA,  LLC ("NYFIX  USA"),  our core  business,  has  traditionally
focused on supplying technology solutions to sell-side, or brokerage, firms. For
the  brokerage  community,  we offer a wide  range of  services,  all  available
through our NYFIX  Network.  Our NYFIX  Network  provides  brokerage  firms with
connectivity to their buy-side clients as well as to various exchanges, ECNs and
ATSs.  Our NYFIX Network also  provides  connectivity  to an extensive  array of
independent  brokers  operating  on the  trading  floor  of the  NYSE,  commonly
referred to as "$2 brokers." We offer a variety of trading workstation  products
for the  institutional  trading  desk and a series  of order  management  system
options are available,  enabling us to meet each customer's individual needs. We
also offer order  management  systems for exchange floor trading,  which enables
our exchange  clients to receive  orders  electronically  from trading desks and
route execution information,  all in real-time. Our NYFIX Overseas, Inc. ("NYFIX
Overseas")  business  offers order booking  management  systems  ("OBMS") to the
derivatives market.

        In 2002, we introduced a completely  redesigned wireless handheld system
for exchange  floor brokers.  We also offer a number of auxiliary  services with
our order  management  system  ("OMS")  products.  These  include  interfaces to
various back office systems,  data storage and retrieval,  electronic submission
of trade data to NYSE systems and other services to facilitate STP.

TRADE EXECUTION SERVICES

        We also offer brokerage firms various options for trade  execution.  The
first of these  options  is our NYFIX  Millennium  ATS,  which is an  electronic
system that matches  buyers and sellers in a completely  anonymous  environment.
The  system  aims  to  provide  high  quality   execution  for  clients  through
computerized matching technologies.  NYFIX Millennium is designed to offer users
access  to  multiple  liquidity  points  through  a  single  terminal,  complete
anonymity and  invisibility,  intelligent  order routing and the opportunity for
price  improvement  and  liquidity  enhancement.  NYFIX  Millennium  provides an
efficient way for major  financial  institutions  and traders to obtain the best
match available for their transactions in the listed equities  marketplace.  Our
NYFIX Millennium ATS resides in our data centers, is integrated within our NYFIX
Network,  and offers matching of both pass-through and conditional  orders.  Our
NYFIX Transaction  Services  business  provides clients with electronic  trading
technology and execution services on a transaction-based fee schedule.

        In 2002, we established  NYFIX Partners,  Inc. ("NYFIX  Partners"),  our
wholly-owned subsidiary, which was granted its introducing broker-dealer license
from the National Futures Association. As a registered,  independent introducing
broker,  NYFIX  Partners  will enable  smaller  firms to utilize our  technology

                                       13



                                   NYFIX, INC.

without undertaking major infrastructure costs associated with implementation on
a global scale.  NYFIX  Partners'  customers will be able to route orderflow for
execution  on  global  futures  exchanges.   NYFIX  Partners  expects  to  begin
operations in 2003.

CUSTOMERS

        Our target customers include large institutional money management firms,
small to mid-sized institution and hedge funds,  institutional brokerage traders
and risk managers; NASDAQ principal and agency traders;  institutional brokerage
derivatives traders; exchange floor brokers and clerks; and independent brokers.
We serve a global customer base and seek to build long-term  relationships  with
industry-leading   clients,   serving   as  a   comprehensive   technology   and
infrastructure  provider to fulfill  their  electronic  trading needs through an
integrated set of products, services and solutions.

        Our revenue has  increased to $55.8  million in 2002, an increase of 35%
from $41.4  million in 2001. To date,  we have  principally  derived our revenue
from  subscriptions,  product sales and  services.  In 2002, we began to develop
transaction-based  revenue. Rather than a flat fee as for our subscription-based
and  service  contract  revenue,  transaction-based  revenue is derived by a per
share fee for trades executed through our systems. As previously  mentioned,  we
believe we are well positioned to distribute order routing  terminals in certain
domestic and  international  market  segments  seeking more direct  exchange and
execution  access  and  trade  processing  services  in  return  for  per  share
transaction  fees. We believe  there is a substantial  market for these types of
transaction revenue streams.

        For the year ended  December 31, 2002,  no customer  accounted  for more
than  10% of our  revenue.  For the  year  ended  December  31,  2001,  ABN Amro
Securities and Deutsche Bank AG accounted for 12% and 10%, respectively,  of our
revenue.  For the year ended  December 31, 2000, no customer  accounted for more
than 10% of our revenue.

SALES AND MARKETING

        One of the  goals of our  sales and  marketing  activities  is to create
awareness and sustained interest in our technology and infrastructure. Our sales
teams have been integrated to synergize our combined product  offerings  brought
about by  acquisitions  and  investments  made in 2002.  We focus on  developing
customer  acceptance  of our  product  lines  and  focus on  developing  general
upgrades rather than on individual  client  customization.  Our sales teams work
closely  with our  product  development  team and  several of our  products  and
enhancements have been developed based on user-group consensus.

        Our sales cycle, for new clients, is generally one to six months,  while
sales of additional  products and services to existing clients is typically less
time.  For our  technology  customers,  we  generally  provide our  products and
services on one to three-year subscription and service agreements with automatic
annual  renewals at the end of the initial term.  For our  transaction  services
customers, we generally provide one to two-year agreements.

        We maintain an in-house  marketing  department  covering  all aspects of
exhibition,  collateral  marketing  materials planning and production.  We focus
primarily on direct  marketing  efforts  designed to reach our target segment of
customers   rather  than  mass   marketing,   which  we  believe  results  in  a
significantly more effective return on our marketing  investment.  In connection
with the broadening of industry  awareness of NYFIX  Millennium,  we may support
certain  mass  marketing  initiatives  to promote  the  benefits of the ATS to a
greater audience.

COMPETITION

        The  electronic  order  management  and  delivery   industry  is  highly
competitive and constantly evolving through technological and regulatory change.
Our  competition  varies  widely  and  we  encounter  different   categories  of

                                       14



                                   NYFIX, INC.

competitors  for  each of our  product  and  service  offerings.  We  also  face
competition   from  potential   customers  who  choose  to  maintain  their  own
infrastructure  and develop  their own  in-house  proprietary  order  management
software systems.

        Competition  within  our  industry  is based on a  variety  of  factors,
including  product  features,  product  functionality  and performance,  product
quality and  reliability,  price,  and technical  support and customer  service.
Based on our experience, we believe that we compete effectively in each of these
categories.  We also believe that our presence throughout the STP chain provides
us with an added competitive advantage.

        We face competition in the following five areas:

        o     NETWORK SERVICES. Transaction Network Services and Global Crossing
              Ltd. (who is under  Chapter 11 and has undergone a  restructuring)
              are large fiber optic networks capable of carrying  multiple types
              of financial  information.  Both of these companies  provide basic
              connectivity offerings for order routing,  however, we believe our
              NYFIX  Network  provides  value-added  connectivity,  through  our
              embedded FIX protocol  communication  and  sophisticated  links to
              global execution providers and venues.

        o     EXCHANGE  FLOOR  TECHNOLOGY.  We are a provider of exchange  floor
              automation  technology,  including stationary and wireless trading
              technologies.   While  we  offer  access  to  numerous   exchanges
              globally,  our most  significant  presence  is in the U.S.  listed
              equity market.  Member firms operate approximately 1,500 booths on
              the NYSE.  Most of these  firms are in the  process of  automating
              their floor operations.  With more than 500 stationary systems and
              over 250 handheld devices deployed on the NYSE exchange floor, our
              systems have contributed to the automation efforts for many member
              firms.  The NYSE offers  competitive  floor  technology  to member
              firms  and  there  are other  smaller  competitors  in this  area,
              including Tradeware.

        o     DESKTOP  PRODUCTS.  We face  competition  from vendors who produce
              desktop  solutions for traders who are not on the exchange  floor,
              including  several  vendors  in listed  equities  such as Brass (a
              subsidiary of SunGard, Inc.), RoyalBlue Group and Bloomberg. These
              competitors either have or are building data centers for a service
              bureau  offering  and have the  ability to pass  listed  orderflow
              through their systems to the exchange floors,  including the NYSE.
              We believe  that we  compete  effectively  with  these  vendors by
              offering easy-to-use, seamless integration with our exchange floor
              products and extensive electronic market connectivity.

        o     FIX  ENGINES.  We face  competition  from  vendors who produce FIX
              protocol  engine  solutions  such  as  Financial  Fusion,  Cameron
              Systems and Transact Tools. We believe that we compete effectively
              with these  vendors by  providing  FIX  solutions  to the  world's
              leading buy and sell-side  institutions,  clearing  houses,  hedge
              fund managers, exchanges and ECNs.

        o     TRADE EXECUTION SERVICES.  NYFIX Millennium faces competition from
              traditional stock exchanges,  the largest of which is the NYSE. In
              addition,  NYFIX Millennium faces  competition from other ATSs and
              ECNs  offering  a variety  of  execution  services.  Some of these
              competitors include  Instinet/Island,  ITG Posit,  Archipelago and
              Bloomberg   TradeBook.   NYFIX  Transaction  Services  also  faces
              competition  from  a  variety  of  correspondent   and  electronic
              brokerage firms.

                                       15



                                   NYFIX, INC.

INTELLECTUAL PROPERTY AND OTHER PROPERTY RIGHTS

        Our success and ability to compete are dependent to a significant degree
on our intellectual property,  which includes our proprietary technology,  trade
secrets and client  base.  However,  no one patent,  trademark  or other form of
intellectual property is critical to our business.

        The trademark NYFIX is the primary  trademark used to identify our goods
and services.  We are the registered exclusive owner of the trademark as well as
additional  product  brand  trademarks  globally.  Each  trademark  is valid and
protected  in  perpetuity  provided  it is being  used and  renewed  during  the
appropriate renewal period designated by the trademark laws of the country where
registered.  There  are no known  third  party  objections  to NYFIX  trademarks
globally.

        We do not license any core  technologies.  The core  technologies of our
business are proprietary  software  applications  built around the FIX messaging
specifications,  which is  protected  by  copyright,  patent,  trade  secret and
contract  law. The FIX  protocol  technology  is available  for use by any party
indefinitely  if used  properly.  The  source  and  object  code  for  our  core
proprietary  software  applications are protected using various applicable modes
of intellectual  property protection,  including two pending patent applications
and one issued patent.  The issued patent is valid through the year 2014 and the
applications,  once  issued,  through  2022.  There  are no  known  third  party
infringement claims against our software applications.

        In   addition,   it  is  our  policy  to  enter  into   confidentiality,
intellectual  property  ownership  and/or  non-competition  agreements  with our
customers,  associates,  independent  contractors and business partners,  and to
control access to and distribution of our intellectual property.

GOVERNMENT REGULATION

        The U.S.  securities  industry is subject to extensive  regulation under
both  Federal  and  state  laws.   In  addition,   the  SEC,  the  NASD,   other
self-regulatory organizations, commonly known as SROs, such as the various stock
exchanges,  and other regulatory bodies,  such as state securities  commissions,
require strict compliance with their rules and regulations. We have subsidiaries
that are registered  with the SEC as  broker-dealers.  Much of the regulation of
broker-dealers has been delegated by the SEC to SROs,  including the NASD, which
has been designated by the SEC as our principal regulator. The NASD adopts rules
(subject to approval by the SEC) that regulate the broker-dealer industry. These
rules  regulate the conduct of our U.S.  broker-dealer  subsidiaries.  The NASD,
through its regulatory subsidiary, NASDR, also conducts periodic examinations of
the  operations  of  those  subsidiaries.   Our  U.S.  broker-dealers  also  are
registered as broker-dealers in a number of states and are subject to regulation
by state securities administrators in states in which they conduct business.

        In  addition,  our U.S.  broker-dealer  subsidiaries  are members of the
Securities  Investor  Protection  Corporation  ("SIPC").  SIPC provides  certain
protection  for  customers'  accounts  in  the  event  of the  liquidation  of a
broker-dealer.  SIPC is funded through assessments on registered broker-dealers.
The costs  associated with compliance,  i.e.,  fees,  implementing and following
compliance  procedures,  filing  reports,  etc.  are  minimal  and do not have a
material effect on our profitability.

        As a matter  of  public  policy,  regulatory  bodies  are  charged  with
safeguarding  the integrity of the  securities and other  financial  markets and
with protecting the interests of investors  participating in those markets,  not
protecting  creditors or stockholders of broker-dealers.  Companies that operate
in the securities industry are subject to regulation  concerning many aspects of
their business,  including trade practices,  capital structure, record retention

                                       16



                                   NYFIX, INC.

and the  conduct  of  directors,  officers  and  employees.  We face the risk of
significant   intervention  by  regulatory   authorities,   including  extensive
examination and surveillance activity. Failure to comply with any of these laws,
rules  or   regulations   could  result  in  censure,   fine,  the  issuance  of
cease-and-desist  orders or the suspension or disqualification of our directors,
officers  or  employees.  Neither  we  nor  any of our  directors,  officers  or
employees are currently subject to any cease-and-desist  orders,  suspensions or
disqualifications under the rules of any of these regulatory  organizations.  An
adverse ruling in the future against us or our directors, officers or employees,
including censure or suspension, could result in us, our directors, officers and
other  employees  being required to pay a substantial  fine or  settlement,  and
could result in their suspension or expulsion. Any such penalty could materially
affect our profitability.  If any of our employees are suspended or disqualified
it could harm our ability to successfully provide services to our clients.  This
could, in turn, have an adverse effect on our reputation in the industry,  which
could further harm our profitability.

        The regulatory environment in which we operate is subject to change. Our
profitability  may be  adversely  affected  if,  as a result  of new or  revised
legislation  or   regulations   imposed  by  the  SEC,  other  U.S.  or  foreign
governmental  regulatory  authorities  or the NASD,  we are forced to incur more
costs in order to comply.  We may also be  adversely  affected by changes in the
interpretation  or enforcement of existing laws and rules by these  governmental
authorities and the NASD.  Additional  regulation,  changes in existing laws and
rules, or changes in  interpretations  or enforcement of existing laws and rules
often directly  affect the method of operation and  profitability  of securities
firms. We cannot predict what effect any such changes might have.

        Starting in 1994, the SEC and the U.S.  Department of Justice  conducted
anti-trust  investigations  of the NASD,  addressing  concerns  of fraud,  price
fixing and collusion.  In December 1997, 30 major  brokerage  firms and the U.S.
Department of Justice entered into a settlement of these anti-trust proceedings.
In response to the  findings of these  investigations  and  consistent  with the
recommendations  in the SEC Market 2000 Report  issued in 1994,  the SEC adopted
the order handling  rules.  These rules cover how to display and execute a limit
order.

        In December 1998,  following the issuance of the order  handling  rules,
the SEC  promulgated  new rules relating to the regulation of certain ATSs, such
as  NYFIX  Millennium  (known  as  "Regulation   ATS").  The  SEC  expanded  its
interpretation of the definition of "exchange" under the U.S. securities laws to
encompass  a  range  of  electronic  brokerage  activities.  At the  same  time,
Regulation  ATS permits  systems to register as  broker-dealers,  rather than as
national securities  exchanges with the SEC, if they comply with the regulation.
We have modified and enhanced our trading  systems to comply with Regulation ATS
and continue to review and monitor our systems and procedures for compliance.

        The introduction of  decimalization in April 2001 has also had an impact
on  the  U.S.   securities   markets  and   increased   competition   for  ATSs.
Decimalization  may assist  investors in  obtaining  price  improvement  because
improvement in smaller increments is possible.  Because  decimalization  narrows
the average trading  spreads,  it has also had a significant  negative impact on
the profitability of traditional broker-dealers. Decimalization has also caused,
and  may  continue  to  cause,  traditional   broker-dealers  to  execute  their
customers'  orders  internally rather than route them to external market centers
for  execution,  because  the  additional  price risk they incur to fill  orders
internally   has   decreased.   Increased   internal   trading  by   traditional
broker-dealers has also reduced, and could continue to reduce, our orderflow.

        We provide our  customers  with access to U.S.  exchange-listed  stocks,
including  connectivity to the NYSE and its exchange specialists.  NYSE Rule 390
was  abolished in May 2000,  which had required that all NYSE members and member
firms  execute  transactions  in stocks  listed or traded on or before April 26,
1979, during market hours only on the floor of the NYSE,  subject to exceptions.
Rule 390 had prevented NYSE members from executing some  transactions with their

                                       17



                                   NYFIX, INC.

customers completely  in-house,  but it also prevented them from exposing orders
in other market centers.  As a result,  we are able to execute trades  involving
all NYSE-listed  stocks on behalf of all of our customers.  Because these stocks
accounted for  approximately  50% of the average  daily trading  volume in 2001,
abolition of Rule 390 may  eventually  lead to increased  competition in trading
NYSE-listed stocks that were previously subject to the rule.

        On January 30, 2001, SEC rules became effective that require many market
participants  to make detailed  public  disclosure in electronic form of certain
statistical measures of execution quality for orders in equity securities (known
as "Quality of Execution Data" rules). Market centers must disclose information,
categorized  by security,  size and type of order about the time frames in which
orders are executed and on the prices offered by  participants  relative to each
other and the  marketplace.  These  rules  also  require  securities  brokers to
provide  detailed  disclosure in electronic  form regarding  their order routing
practices.  In September 2001, the SEC issued an interpretation that provides an
exemption  from this order routing  disclosure as long as the average  number of
customer  non-directed  orders routed by the security broker during the calendar
quarter  is 500 or less.  We cannot  predict  what  impact  these  rules and the
consequent  disclosures  will have on the  number  and size of orders we receive
from customers.

        The  SEC  and  the  NASD,  as well  as  other  regulatory  agencies  and
securities  exchanges  within and outside the U.S.,  have  stringent  rules with
respect to the  maintenance  of  specific  levels of net  capital  by  regulated
broker-dealers.  These rules  include the SEC's net capital  rule,  to which our
U.S.  broker-dealer  subsidiaries  are  subject.  The  failure  by one of  these
subsidiaries  to maintain  its required  net capital may lead to  suspension  or
revocation of its registration by the SEC and its suspension or expulsion by the
NASD and other U.S. or  international  regulatory  bodies,  and ultimately could
require its  liquidation.  In addition,  a change in the net capital rules,  the
imposition of new rules or any unusually large charge against the net capital of
one of our broker-dealer  subsidiaries  could limit its operation,  particularly
those that are capital  intensive.  A large  charge to the net capital of one of
these subsidiaries could result from an error or other operational  failure or a
failure of a customer  to  complete  one or more  transactions,  including  as a
result of that customer's insolvency or other credit difficulties, and we cannot
assure you that we would be able to furnish  the  affected  subsidiary  with the
requisite  additional capital to offset that charge. The net capital rules could
also   restrict  our  ability  to  withdraw   capital  from  our   broker-dealer
subsidiaries, which could limit our ability to pay cash dividends, repay debt or
repurchase shares of our outstanding stock. A significant  operating loss or any
unusually large charge against net capital could adversely  affect our financial
condition, results of operations or cash flows.

        The SEC has also  indicated that it is reviewing  issues  concerning the
Intermarket  Trading  System  ("ITS").  The NYSE has  advocated  the redesign or
elimination  of the ITS,  which links market  centers  that trade listed  equity
securities,  allowing an order to trade a security that is listed on two or more
markets to be executed  in the market  displaying  the best price.  The NYSE has
also  suggested  that,  if the ITS is  maintained,  access  should be limited to
exchanges and  self-regulatory  organizations,  such as the NYSE. The NYSE could
also seek to withdraw from the ITS.  Changes in the ITS, such as restrictions on
our  access to the  system,  the  withdrawal  of the NYSE from the system or the
elimination of the system in its entirety, could adversely affect our ability to
attract business in NYSE-listed stocks.

        We are unable to predict the outcome of the  various  deliberations  and
discussions  on  the  evolution  of  the  U.S.  equities  market  structure  and
regulatory framework,  although these issues or other issues of market structure
may have a significant impact on our equities business.

        In December 2000,  Congress passed the Commodity  Futures  Modernization
Act,  which allows  single stock  futures to be traded on the exchanges and adds
guidelines  for the  SEC's  role in  regulating  some  equity  based  derivative

                                       18



                                   NYFIX, INC.

securities.  This act also streamlines the regulation of U.S. futures  exchanges
and limits the jurisdiction of the Commodities Future Trade Commission.

        Our business,  both directly and indirectly,  relies on the Internet and
other electronic  communications  gateways. We intend to expand our use of these
gateways.  To date,  the use of the  Internet  has  been  relatively  free  from
regulatory  restraints.  However,  the SEC,  SROs and  states are  beginning  to
address  regulatory  issues  that may  arise in  connection  with the use of the
Internet.  Accordingly,  new regulations or interpretations  may be adopted that
constrain our own and our customers'  abilities to transact business through the
Internet or other electronic communications gateways.

        NYSE Rule 123 governs the recording and transmission of orders to and on
the NYSE floor. This Rule was amended in 2001. Currently,  Rule 123 requires all
orders  received  on the  NYSE  floor  to be  input  into  an  electronic  order
management  system for better  monitoring  and  tracking of trades,  and it also
requires that all orders and order details must be capable of being  transmitted
to a designated NYSE data base within such time frame as the NYSE may prescribe.
Rule  123  requires  that  each  order  includes  the  symbol,  clearing  member
organization,  order  identifier,  identification  of member recording the order
details,  number of shares, side of market,  designation as market, limit, stop,
stop limit, any limit price or stock price,  time in force,  designation as held
or  not  held,  special   conditions,   time  of  recording  order  details  and
modification  of terms of order or  cancellation  of order. We believe that Rule
123 regulations  have had a positive  impact on our business  because we already
produce  systems  capable of meeting and exceeding the regulatory  requirements,
with many  additional  features  designed to reduce error and maximize  customer
efficiency.

        The financial  services  industry,  including the  securities  brokerage
business,  is also  heavily  regulated  outside of the U.S.  We are  required to
comply  with  regulatory   controls  of  each  specific  country  in  which  our
subsidiaries or we conduct business, as well as the regulations of each exchange
of which our  subsidiaries  or we are  members.  As we expand our  international
operations, we may be required to comply with requirements that are inconsistent
with our existing  international  activities.  As a result,  the varying cost of
compliance with these different  regulatory  jurisdictions and other factors may
affect our business or limit our ability to expand our international operations.

        In many countries, the laws and regulations applicable to the securities
and  financial  services  industries  are  uncertain  and  evolving.   In  these
countries,  it may be difficult  for us to determine the exact  requirements  of
local laws and  regulations  in every  market,  particularly  because  legal and
regulatory developments generally trail technological advances. Our inability to
remain in compliance with regulatory  requirements in a particular  jurisdiction
could have a materially  adverse  effect on our operations in that market and on
our reputation generally.

        Any of the  non-U.S.  regulatory  agencies  may  conduct  administrative
proceedings  against us, which can result in censure,  fine,  the  prevention of
activities or our  suspension  or expulsion  from their country as an investment
services provider.  The applicable  regulations cover minimum financial resource
requirements  and  conduct  of  business  rules  for all  authorized  investment
businesses.

        The  costs  associated  with  new   regulations,   changes  in  existing
regulations  or  changes  in  the  interpretation  or  enforcement  of  existing
regulations  outside  the U.S.  may  adversely  affect or limit our  business or
operations and adversely affect our financial condition and operating results.

PRODUCT DEVELOPMENT AND PRODUCTION

        We design,  develop and produce our  proprietary  software  and hardware
products at our  facilities  in  Stamford,  Connecticut,  New York,  Chicago and

                                       19



                                   NYFIX, INC.

London. We obtain our materials, supplies and services from a variety of vendors
in the U.S. and Asia.

        Our  manufactured  products are based on standard PC components  readily
available  in the  consumer  market  place.  All  electronic,  computer  related
components  utilized  within  our  product  are  not  manufacturer  or  supplier
specific.  We can substitute  components  from a diverse group of  manufacturers
with no assembly or delivery delays to our customers.

        Electronic  and computer  components  utilized  within our  manufactured
products  are  generally  purchased  from  Tier 2 and Tier 3  resellers.  Tier 2
suppliers are defined as manufacturer representatives for multiple product lines
and are generally  regional or national  distributors  for those products.  They
typically   maintain  an   engineering   or  technical   staff  for  design  and
specification  support. They primarily focus on resellers and manufacturers as a
customer  base.  Tier 3  suppliers  are  defined as  component  level  resellers
specializing in various product lines procured from multiple Tier 2 distribution
sources.  They generally do not maintain any engineering or technical staff, and
are geared primarily around consumer sales.

        Generally  we do not  maintain  any  type  of  purchasing  or  governing
agreement with said vendors.  In some cases when it is to our benefit to lock in
competitive pricing we would generate a blanket purchase order. The advantage of
this is that competitive  pricing and product  availability is locked in for the
term of the blanket  order.  Some of the Tier 2 resellers  that we use are: CDW,
Dell,  Arrow  Electronics  and  MicroWarehouse.  Each of these  resellers  stock
products from all the major computer  manufactures,  such as: IBM, Aaeon, Intel,
Sony, NEC,  Samsung,  Kingston,  ELO and AMD. Tier 3 resellers for the most part
are generally  smaller Internet  accessible  suppliers that deal in a variety of
electronic and computer  components.  These  suppliers are only used when Tier 2
suppliers  quote extended lead times or pricing not consistent  with the current
market on preferred products.

        Our  manufactured  products contain several custom parts specific to our
design.  These parts are limited to sheet metal  enclosures and internal wiring.
We own the  designs  for these  components  and can  source  them from  multiple
vendors in our  immediate  area or  throughout  the U.S..  Currently we maintain
relationships  with a minimum of two  alternate  vendors  for  cabling and sheet
metal,  either of which can deliver  components within standard delivery cycles.
For both of these  components we use vendors such as CTC,  Advantage Sheet Metal
and Interface Technology.

        We rely on a number of third parties to supply software and systems,  as
well as equipment and related maintenance.  Our systems are built using a number
of  commonly  used  technologies.  As an example we use  systems  from EMC,  Sun
Microsystems, Oracle, Sybase, Veritas and Microsoft. Our products are subject to
potential defects in these third party  components.  Although we (as well as the
individual  vendors)  exercise  strict testing and  verification  of systems and
software, defects can cause disruptions of customer service. We have invested in
various  test  systems to make sure  supplier's  components  work as well as our
developed software.

        Since we depend on third parties to supply us with  underlying  software
and systems on a reliable,  timely basis,  we maintain  service and  maintenance
agreements  with all our main vendors.  We have standard  service  agreements at
different  levels  depending  on how  critical  the  vendor's  system  is to the
operation of our business.  For most systems we have a high level of redundancy,
which gives us less time  critical  dependency on a particular  vendor.  We have
service and maintenance agreements with our vendors. Because of the diversity in
vendors, there is no dependence on a single vendor.

                                       20



                                   NYFIX, INC.

BUSINESS SEGMENTS

        We operate in two reportable segments based on type of services offered:
Technology Services and Transaction  Services.  Financial information by segment
and geographic  area is set forth in Note 17 "Business  Segment  Information" of
our Notes to Consolidated  Financial  Statements as noted in the Index appearing
under Item 15 (a) (1).

BACKLOG AND SEASONALITY

        We believe  that sales  backlog is not a  meaningful  indication  of our
future  revenue  as a  substantial  portion  of  our  revenue  is  derived  from
contracts,  for which our equipment or software is already  installed and we are
currently   recognizing  revenue.  Our  operations,   to  date,  have  not  been
significantly affected by seasonality.

EMPLOYEES

        As of February 28, 2003 we had 230 full-time employees,  including 75 in
product development, 66 in operations and support, 52 in sales and marketing and
37 in general and administrative  functions. None of our employees is covered by
a collective  bargaining  agreement.  We believe that our relationships with our
employees  are good.  Throughout  our  operating  history,  we have  experienced
excellent retention of our technical employees. We believe that this has enabled
us to attract and develop  staff,  managers and project  leaders with  extensive
technical and brokerage industry experience.

ITEM 2. PROPERTIES

        Our  headquarters,  executive  offices and production  facilities are in
Stamford,  Connecticut,  consisting  of  20,900  square  feet of  leased  space,
expiring in 2005.  We  currently  maintain  three  offices on Wall Street in New
York, New York,  comprising 45,600 square feet, with 21,800 square feet expiring
in 2005 and 23,800  square feet expiring in 2010, of which 8,000 square feet are
sublet to an  affiliate.  We also have an office in  London,  England,  where we
lease 5,500 square feet expiring in 2009, of which 1,250 square feet are sublet.
In addition, we maintain sales offices in Chicago and San Francisco,  consisting
of 2,900 square feet expiring in 2005 and 4,200 square feet expiring in 2004, of
which 2,500  square feet are sublet,  respectively.  We also  maintain  two data
center  facilities in Carlstadt and North  Bergen,  New Jersey,  consisting of a
total of 850 square feet with leases expiring in 2005.  Although we may consider
consolidating  certain  offices in New York, we believe that the  facilities are
adequate for our current needs.

ITEM 3. LEGAL PROCEEDINGS

        During  the course of normal  business,  we become  involved  in various
routine legal  proceedings.  We believe that we are not presently a party to any
material  litigation the outcome of which could reasonably be expected to have a
material adverse effect on our financial position, results of operations or cash
flows.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        None.

                                       21



                                   NYFIX, INC.

              SUPPLEMENTAL ITEM: EXECUTIVE OFFICERS AND MANAGEMENT


        Information  concerning  our executive  officers and  management,  as of
March 14, 2003, is set forth below:


Name                        Age  Position
----                        ---  --------

Peter Kilbinger Hansen      42   President, Chief Executive Officer and Chairman
                                 of the Board
Robert C. Gasser            38   Chief Executive Officer, NYFIX Millennium and
                                 President, NYFIX Transaction Services
Mark R. Hahn                45   Chief Financial Officer and Secretary
Lars Kragh                  42   Chief Information Officer
Paolo Aloe                  39   Senior Vice President, Software Development,
                                 NYFIX USA
John J. Coulter             36   President and Chief Operating Officer, Javelin
Keith R. Jamaitis           32   Chief Operating Officer, NYFIX USA
Jon Steward                 43   President, NYFIX Overseas

PETER  KILBINGER  HANSEN,  our  founder,  has  served  as our  President,  Chief
Executive  Officer and Chairman of the Board of Directors  since June 1991.  Mr.
Hansen also  serves as a member of the  Compensation  Committee  of the Board of
Directors.  Prior  to our  founding,  Mr.  Hansen  served  from  1988 to 1991 as
Director of Banking Systems of Business Line A/S, a Danish  company.  Mr. Hansen
holds a degree in Economics from Neil's Brock Business  School of Copenhagen and
an associated degree in economics from the Copenhagen University of Language and
Economics.

ROBERT C. GASSER has served as Chief Executive  Officer,  NYFIX Millennium,  our
80%-owned  broker-dealer  subsidiary,  since  October  2001.  Mr. Gasser is also
President  of NYFIX  Transaction  Services,  since  its  formation  and the NASD
approval in May 2002.  Prior to joining us,  from 1987 to 2001,  Mr.  Gasser was
Head of U.S. Equity Trading for JP Morgan, an investment bank. During his tenure
at JP Morgan,  Mr. Gasser served on various industry  committees,  including the
NASDAQ  Quality of Markets  Committee  and the NYSE  Upstairs  Traders  Advisory
Committee.  In addition,  he directed the firm's  investment in NYFIX Millennium
and Archipelago,  where he actively served on the Board of Managers.  Mr. Gasser
holds  a  Bachelor  of  Science  degree  in  Foreign   Service  from  Georgetown
University, School of Foreign Service.

MARK R.  HAHN  joined  us in  September  2002 as  Chief  Financial  Officer  and
Secretary.  Prior to that, from April 2002 through  September 2002, Mr. Hahn was
Vice President and Controller  for Modem Media,  Inc., an interactive  marketing
and  technology  company.  He joined that firm in January 2002 as a  consultant.
From 1998 to 2001, Mr. Hahn was with Metromedia Fiber Network Services,  Inc., a
technology infrastructure company, as Vice President Finance, Network Planning &
Analysis from  December 1999 through  November 2001 and before that as Corporate
Controller from April 1998. Prior to that, Mr. Hahn was with V Band Corporation,
a technology  infrastructure company as Vice President,  Chief Financial Officer
and Secretary from August 1995 to April 1998 and before that as Controller  from
November  1994.  Mr. Hahn began his career  with Price  Waterhouse  & Co.  (now,
PricewaterhouseCoopers LLP), as a certified public accountant.

LARS KRAGH has served as Chief  Information  Officer  since July 1999.  Prior to
that, Mr. Kragh was our Executive Vice President of Research and Development and
held other  technology  positions since our inception in 1991.  Prior to joining

                                       22



                                   NYFIX, INC.

us, Mr.  Kragh  developed  network  systems for the banking  industry  involving
numerous system integrations with global market data providers. Mr. Kragh earned
a Masters of Science degree in Electrical Engineering from the Danish University
of Technology.

PAOLO ALOE has served as our Senior Vice President, Software Development,  NYFIX
USA, our wholly-owned subsidiary, since December 2001. From May 2000 to December
2001, Mr. Aloe was with NYFIX Millennium,  our affiliate.  Most recently, he was
Vice President,  Software  Development  from August 2000.  Prior to that, he was
Senior  Systems  Architect.  From February 1999 to May 2000, Mr. Aloe was Senior
Technical  Consultant at Solomon Smith Barney,  an investment  bank.  From April
1997 to February  1999, Mr. Aloe was IT Architect at IBM Global  Services,  Inc.
From February 1995 to April 1997,  Mr. Aloe was Project  Engineer for us when we
were known as Trinitech Systems,  Inc. Mr. Aloe holds a degree in Engineering of
Electronics from the University of Pisa, Italy.

JOHN J. COULTER has served as President and Chief  Operating  Officer,  Javelin,
our  wholly-owned  subsidiary,  since June 2001 and from  October 1999 as Senior
Vice President of Javelin's west coast operations.  From April 1998 to September
1999,  Mr.  Coulter was Global  Account  Manager for Reuters  America,  Inc., an
information and technology company. From May 1997 to April 1998, Mr. Coulter was
Vice  President  Sales for Vie Systems,  Inc., a middleware  provider.  Prior to
that, Mr. Coulter was co-founder of TRIAD in 1995 as part of Ease  Technologies,
Inc, a systems integration  company. Mr. Coulter holds a Bachelor of Arts degree
in Journalism from Fairfield University.

KEITH R.  JAMAITIS  has  served  as Chief  Operating  Officer,  NYFIX  USA,  our
wholly-owned subsidiary, since January 2002. Prior to that, Mr. Jamaitis was our
Senior Vice  President of Operations,  Vice President of Product  Management and
other  positions  since 1997.  Prior to that,  Mr.  Jamaitis  was a product line
manager  with  Executone  Information  Systems,  a  technology  company and held
various  positions in hardware and software  systems  development  and technical
management in the telecommunications industry. Mr. Jamaitis holds a Bachelors of
Science degree in Electrical Engineering from the University of Connecticut.

JON  STEWARD  has  served  as  President,   NYFIX  Overseas,   our  wholly-owned
subsidiary,  since June 1993.  Prior to that, he held various sales positions at
Cable & Wireless,  Telerate and ADP, all technology  companies.  Mr. Steward was
educated in London and went to Middlesex  University  where he studied  business
management.

                                       23




                                   NYFIX, INC.

                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS


(a) MARKET INFORMATION

        Our common  stock is traded on the NASDAQ  Stock Market under the symbol
NYFX.  The  following  table  sets  forth the high and low sales  prices for the
common stock, for the periods presented, as reported by the NASDAQ stock market.

PRICES OF COMMON STOCK                     HIGH                  LOW
                                         ---------            ---------

2002
----
First Quarter                            $ 20.06               $ 9.90
Second Quarter                           $ 15.65               $ 7.55
Third Quarter                            $  8.95               $ 3.10
Fourth Quarter                           $  5.46               $ 3.23

2001
----
First Quarter                            $ 34.88               $ 19.88
Second Quarter                           $ 32.00               $ 16.75
Third Quarter                            $ 26.28               $ 12.10
Fourth Quarter                           $ 23.49               $ 11.33

(b) HOLDERS

        At March 14, 2003 the records of our transfer agent indicated that there
were 417 holders of record of our common stock.


(c) DIVIDENDS

        Stockholders  of our common  stock are entitled to dividends if and when
declared by the Board of Directors out of funds legally  available.  We have not
paid or  declared  any  dividends  on any class of our  capital  stock since our
organization  and have no present  intention  of paying  cash  dividends  on our
common stock. We intend to utilize any income we may achieve for the development
of our business and for working capital purposes.

                                       24



                                   NYFIX, INC.

(d) SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

        The  following   table   provides   information   regarding  our  equity
compensation plans at December 31, 2002:

                                        Number of securities                                  Number of securities
                                          to be issued upon         Weighted-average          remaining available for
                                             exercise of            exercise price of       future issuance under equity
          Plan Category                  outstanding options       outstanding options         compensation plans
-------------------------------------   ---------------------      -------------------     ----------------------------
Equity compensation plans
  approved by security holders               6,676,119                  $ 10.64                       633,700
Equity compensation plans not
  approved by security holders (1)             348,680                     7.80                       119,650
                                        ---------------------      -------------------     ----------------------------
Total                                        7,024,799                  $ 10.50                       753,350
                                        =====================      ===================     ============================

(1)    As a result of our  acquisition  of Javelin on March 31, 2002, we assumed
       the  outstanding  stock options of Javelin that were granted  pursuant to
       the Javelin 1999 Stock Option Plan (the "Javelin Plan"). The Javelin Plan
       authorized  grants of stock options of Javelin.  At the acquisition date,
       the Javelin  options were converted into our options at a conversion rate
       of 0.51 to one.  The options  granted  under the Javelin  Plan were fully
       vested at the time of our acquisition of Javelin  pursuant to a change of
       control  clause within the Javelin Plan. A total of 511,167 shares of our
       common  stock have been  reserved  for  issuance  upon  exercise  of such
       options.  Pursuant to the Javelin  Plan,  as amended,  we may grant stock
       options and stock purchase rights to our employees,  officers,  directors
       and  consultants.  The maximum  term of an  incentive  stock option grant
       under the Javelin  Plan is limited to ten years.  The  exercise  price of
       incentive  stock options  granted under the Javelin Plan must be at least
       equal to the fair  market  value of our  stock at the date of  grant,  as
       defined.  The Javelin  Plan was  effective on July 1, 1999 and expires on
       June 30, 2009. At December 31, 2002,  stock  options to purchase  348,680
       shares of our common stock were outstanding under the Javelin Plan.

(e) RECENT SALES OF UNREGISTERED SECURITIES

        On October 2, 2002,  we  acquired  an 18%  interest  in  Renaissance  by
issuing  100,000  shares of our common stock to each of the three  principals of
Renaissance: Edward Brandman, Daniel Ryan and Ken DeGiglio, with a fair value of
$3.74 per share,  totaling  $1.1  million.  Pursuant to the purchase  agreement,
Messrs. Brandman, Ryan and DeGiglio agreed to contribute an aggregate of 150,000
of such shares of our common stock to Renaissance for  distribution to the other
employees of  Renaissance.  Renaissance was formed to  commercialize  the NASDAQ
Platform.

        We have an option to  purchase  a minimum  of 20% to a maximum of 40% of
the  total  outstanding  membership  units  of  Renaissance  at a  price  to  be
determined  based upon a formula  between October 2004 and October 2006. We also
loaned $1.5 million to Renaissance,  for which Renaissance  issued a convertible
secured  promissory  note.  The note bears an interest  rate of 5.5%,  is due in
October  2007,  or  is  convertible  into  6,400,000  units  (or  32%  of  total
outstanding  membership  units,  subject to  dilution)  of  Renaissance,  at our
option, anytime after October 2003.

                                       25



                                   NYFIX, INC.

        In connection with our investment in  Renaissance,  we acquired for $1.0
million, the intellectual property rights and source code to the Platform, which
was developed over the last several years by a major bank and brokerage firm and
contributed  such  intellectual  property  and source  code to  Renaissance.  In
addition,  we funded $1.0 million of certain of Renaissance  operating costs and
capital  expenditures,  through  December 31,  2002.  In  consideration  for the
intellectual  property rights contributed and the funding of the operating costs
and capital expenditures,  we will share in 50% of Renaissance's revenue for, at
minimum, 3 years.

        In connection with the issuance of shares of our common stock to Messrs.
Brandman,  Ryan and  DeGiglio,  we relied  on the  exemption  from  registration
provided  by  Section  4(2) of the  Securities  Act of  1933.  Since  all of the
recipients  of our  shares  are  "accredited  investors"  as defined in Rule 501
promulgated  under the  Securities  Act, we believe that the  transaction  falls
within the safe harbor provided by Regulation D, thereunder.

                                       26



                                   NYFIX, INC.

ITEM 6. SELECTED FINANCIAL DATA

        The  following   table  presents  our  selected   financial   data.  The
information  set  forth  below  should  be  read  in  conjunction  with  Item 7,
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations" and our consolidated financial statements and notes thereto included
herein.

                                                   YEAR ENDED DECEMBER 31,
                               --------------------------------------------------------------------
                                  2002 (1)      2001 (1)     2000 (1)      1999 (1)         1998
                               -------------- ------------- ------------- ------------    ---------
                                (AS RESTATED) (AS RESTATED) (AS RESTATED) (AS RESTATED)
CONSOLIDATED STATEMENT OF
 OPERATIONS DATA:
Revenue                           $ 55,812      $ 41,397      $ 23,980      $ 12,209      $  6,235
Gross profit                        29,102        27,237        15,078         6,938         2,970
Operating expense                   37,480        25,647        16,600        23,400         5,237
(Loss) income from operations       (8,378)        1,590        (1,522)      (16,462)       (2,267)
Net (loss) income                   (5,045)       (3,457)        5,005       (16,570)       (2,234)
Net (loss) income per common
  share:
  Basic                           $  (0.17)     $  (0.13)     $   0.20      $  (0.76)     $  (0.11)
  Diluted                         $  (0.17)     $  (0.13)     $   0.19      $  (0.76)     $  (0.11)


                                                      AS OF DECEMBER 31,
                               --------------------------------------------------------------------
                                  2002 (1)      2001 (1)     2000 (1)      1999 (1)         1998
                               -------------- ------------- ------------- ------------    ---------
                                (AS RESTATED) (AS RESTATED) (AS RESTATED) (AS RESTATED)
CONSOLIDATED BALANCE SHEET
   DATA:
Cash and cash equivalents         $ 11,213      $  4,968      $  4,867      $ 16,887      $  3,948
Short-term investments              10,727        28,974          --            --            --
Working capital                     30,823        47,513         9,159        18,942         5,970
Property and equipment, net         18,186        14,366        11,472         6,056         2,854
Goodwill                            49,261            34          --            --            --
Total assets                       146,615        96,249        56,428        38,401        12,998
Long-term debt, including
   current portion                   1,753         1,501         3,823         2,500         1,800
Stockholders' equity               132,863        86,919        41,097        29,427         8,119


        (1) See Item 7,  "Management's  Discussion  and  Analysis  of  Financial
Condition and Results of Operations"  and Note 2 to the  Consolidated  Financial
Statements.

        Certain  reclassifications  have been made in the consolidated financial
statements  to  conform  to  the  current  year's  presentation.  In  connection
therewith,  we  reclassified  certain  operating  expenses  to cost of  revenue,
primarily  related to the Company's  data center,  totaling  $4.8 million,  $2.5
million,  $1.5 million and $.7 million during the years ended December 31, 2001,
2000, 1999 and 1998, respectively.

                                       27



                                   NYFIX, INC.

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

OVERVIEW

        NYFIX,  Inc.,  a New  York  corporation  founded  in 1991,  through  our
subsidiaries   and   affiliates,    provides   electronic   trading   technology
infrastructure and execution services to the professional trading segment of the
brokerage  industry.  Our products and services automate  institutional  trading
workflows by streamlining data entry and seamlessly  integrate  electronic order
and execution handling.  We offer a complete electronic desktop order management
solution, stationary and wireless handheld exchange floor technology, and a high
volume trade execution platform.  Our products deliver STP for front, middle and
back office trade  information  handling.  We deliver our  products  mainly as a
service bureau  offering and maintain an extensive data center with a network of
electronic circuits that link industry  participants together and provide access
to the domestic and international equities and derivatives markets.

        Headquartered in Stamford,  Connecticut,  we have additional  offices in
New York City, London, Chicago and San Francisco.

        Our   electronic   trading   systems,    industry-wide   trade   routing
connectivity,  STP and execution  services and systems  supported by our desktop
solutions,  stationary  and  wireless  exchange  floor  systems  and  electronic
automation systems provide a complete  electronic  solution to enter, manage and
route trade data and execute orders for brokerage firms and international  banks
trading in equities, futures and options.

        We  operate  a  diverse   electronic  order  routing  and  communication
platform,  our NYFIX Network, based on the FIX protocol. The FIX protocol is the
messaging standard underlying language,  which was developed to enable real-time
electronic  trading  and  communications.  Our NYFIX  Network  is  connected  to
redundant data centers enabling electronic  communications between our customers
throughout the equities and  derivatives  markets as well as offering  long-term
optical disk storage and compliance retrieval of customer transactions.  Through
our NYFIX  Network,  we provide  the  technology  and  infrastructure  for trade
communication   and  global  order  routing   between   buy-side  and  sell-side
institutions,  numerous  exchange  floors,  as well as  other  electronic  trade
execution  venues,  such as ECNs and ATSs.  We sell an  integrated  portfolio of
modular desktop  trading  applications,  exchange floor  automation and exchange
access  applications  for trading in domestic and  international  equities,  and
derivatives,  including futures and options.  Many of our applications reside on
our centralized  system in our data center and are accessible  through our NYFIX
Network. By seamlessly  integrating our proprietary  infrastructure and software
applications,  we  provide  our  customers  with  a  complete  electronic  order
management and execution solution.

        Through NYFIX Millennium,  our 80% owned  broker-dealer  subsidiary,  we
have developed an ATS that functions  similarly to an ECN in that it matches buy
and sell orders.  NYFIX  Millennium can match either buy and sell orders or pass
them  through to the  exchange or execution  venue of the  trader's  choice,  in
real-time,  which we believe is a unique feature and key differential from other
ATSs and ECNs that rely on captive order liquidity.  NYFIX  Millennium  augments
traditional auction markets by combining the electronic  execution technology of
an ECN with the liquidity of traditional primary markets.  Institutional traders
benefit from the order  invisibility and anonymity provided by NYFIX Millennium,
which  eliminates the negative price impact  associated  with  displaying  large
blocks of shares.  NYFIX Millennium's ATS went into full production on September
5, 2001 and we continue to focus on expanding NYFIX  Millennium's  user base and
execution volumes.

                                       28




                                   NYFIX, INC.

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

        The following discussion and analysis gives effect to the restatement of
our  financial  statements to account for our 1999 and 2001  investments  in and
2002 acquisition of an additional 30% ownership interest in NYFIX Millennium, as
discussed in Note 2 of the Consolidated Financial Statements.

ACQUISITIONS AND INVESTMENTS

NYFIX TRANSACTION SERVICES

        In December 2001, we acquired an inactive  broker-dealer for $34,000 and
filed a  membership  application  with the NASD to  operate  as a  broker-dealer
through  the  wholly  owned  subsidiary,  which  we  renamed  NYFIX  Transaction
Services. The application was approved by NASD in May 2002 and NYFIX Transaction
Services  started  generating  revenue  as of July 1,  2002.  NYFIX  Transaction
Services  provides  electronic  execution  services,  primarily  to domestic and
international broker-dealers and specialized trading firms.

NYFIX MILLENNIUM

        NYFIX  Millennium,  a  broker-dealer,  developed  an  ATS,  which  is an
electronic  system that  matches  buyers and sellers in a  completely  anonymous
environment.

        On October 27, 1999,  NYFIX Millennium was formed by us and seven global
international  investment  banks and brokerage firms  consisting of the "Initial
Partners": Deutsche Bank US Financial Markets, ABN Amro Securities (formerly ING
Barings),  Lehman Brothers,  Morgan Stanley Dean Witter Equity Investments Ltd.,
Alliance Capital  Management  (formerly Sanford C. Bernstein & Co.), Societe
Generale Investment Corporation (formerly SG Cowen) and UBS Warburg. The Initial
Partners  invested  $14.0 million  ($2.0  million  each) in NYFIX  Millennium in
exchange for 175,000 units (25,000 units each) of NYFIX Millennium, collectively
owning a 50% ownership  interest in NYFIX  Millennium.  We invested $2.0 million
and owned the  remaining  50% (175,000  units).  We  purchased  from the Initial
Partners  an  option  to buy an  additional  30%  ownership  interest  in  NYFIX
Millennium (the "Option").  As  consideration  for the Option,  we issued to the
Initial  Partners an aggregate  of  1,968,750  shares of our common stock with a
fair value of $34.6  million on the  measurement  date of October 27, 1999.  The
Option,  which was  exercisable at any time,  had no expiration  date, and would
require us to issue an aggregate of an additional  236,250  shares of our common
stock to the Initial Partners upon exercise.  Exercising the Option would enable
us to increase our  ownership  interest in NYFIX  Millennium to 80% of the total
ownership interests.

        On March 16, 2001 and April 2, 2001,  NYFIX  Millennium  added four "New
Partners",  consisting of: Bank of America,  Wachovia Securities (formerly First
Union Securities) and LabMorgan  Corporation (formerly J.P. Morgan & Co. and
Chase  H&Q).  The New Partners  invested $8.0 million ($2.0 million each) in
NYFIX  Millennium  in exchange for 100,000  units  (25,000  units each) of NYFIX
Millennium.  To maintain  our 50%  ownership  interest in NYFIX  Millennium,  we
reduced  certain of our rights to share future dividend  distributions  of NYFIX
Millennium.  We  purchased  a similar  Option to buy from the New  Partners,  an
additional  ownership  interest  in NYFIX  Millennium,  for  which we  issued an
aggregate of 376,000  shares of our common stock to the New Partners with a fair
value of $8.4 million on the measurement  dates of March 16, 2001 for one of the
New  Partners  and April 2, 2001 for the other three New  Partners.  The Option,
which was also  exercisable at any time, had no expiration date, and required us
to issue an aggregate of an additional  60,000 shares of our common stock to the
New Partners upon exercise. Exercising the Option would continue to enable us to
increase  our  ownership  interest  in  NYFIX  Millennium  to 80%  of the  total
ownership interests.

        Effective February 1, 2002, we exercised the Option. In exchange for the
increased  ownership  interest  in NYFIX  Millennium,  we issued to the  Initial
Partners and New Partners an  aggregate of 296,250  shares of our common  stock,

                                       29




                                   NYFIX, INC.

with a fair value of $4.5  million.  As a result,  we increased our ownership of
NYFIX  Millennium to 80%. The excess of the purchase  price of $9.1 million over
the fair value of the net assets acquired was $6.9 million and has been recorded
as goodwill. Some of our key considerations for the acquisition of an additional
30% ownership interest in NYFIX Millennium included our ability to control NYFIX
Millennium's  operations to affect  changes in its business model as a result of
the attractiveness of the synergies anticipated with our recently-acquired NYFIX
Transaction Services broker-dealer and soon-to-be acquired Javelin business.

JAVELIN

        On March 31, 2002, we acquired 100% of the outstanding  capital stock of
Javelin.  We financed the transaction with a combination of (i) $10.0 million in
net cash; (ii) 2,784,896 shares of our common stock having a fair value of $41.2
million;  and (iii)  493,699  shares of our common  stock having a fair value of
$3.5 million  reserved  for  issuance  upon  exercise of Javelin  stock  options
assumed by us. The excess of the  purchase  price over the fair value of the net
assets acquired was $42.3 million and has been recorded as goodwill.  Javelin is
a  provider  of  electronic  trade  communication  technology  and FIX  protocol
technology.  The FIX protocol is the  messaging  standard  underlying  language,
which was developed to enable real-time  electronic trading and  communications.
In utilizing the FIX protocol technology, companies can eliminate the high costs
and  associated  risks of  developing  their own  proprietary  network links and
implementing a non-standard  protocol.  Javelin has over 1,000  installations at
more than 350 major buy and sell-side institutions,  securities clearing houses,
hedge fund managers, exchanges and ECNs worldwide,  including over 50 clients in
Europe and 20 in Asia.  Some of our key  considerations  for the  acquisition of
Javelin included increased  connectivity to the buy-side  institutional  market,
consolidated  product  offering,  cross-selling of core products and transaction
services,  and a single point of  electronic  exchange  access  across all major
domestic and international equity and derivatives exchanges.

EUROLINK

        On March 6, 2002, we acquired a convertible  preferred stock interest in
EuroLink with its operations  based in Madrid,  Spain, for $4.0 million in cash.
EuroLink offers the European securities industry direct electronic access to the
U.S. equity markets from Europe. EuroLink offers our equity terminals and market
access  services to the European  marketplace,  primarily on a  transaction  fee
basis.  The preferred stock will  automatically  convert into a 40% common stock
interest  upon the  earlier  of two years  from the date of the  agreement  or a
change of control, as defined,  of EuroLink.  We also have an option to purchase
up to an  additional  40% common stock  interest in EuroLink from certain of its
stockholders  at a price to be  determined  based upon a formula  of  EuroLink's
earnings, as defined.

RENAISSANCE

        On October 2, 2002,  we  acquired  an 18%  interest  in  Renaissance,  a
limited  liability  company.  Renaissance was formed to commercialize the NASDAQ
Platform.  We acquired our  interest in return for 300,000  shares of our common
stock with a fair value of $3.74 per share,  totaling $1.1 million. We have also
loaned $1.5 million to Renaissance,  for which Renaissance  issued a convertible
secured  promissory  note.  The Note bears an interest  rate of 5.5%,  is due in
October  2007  or  earlier,  as  set  forth  therein,  and is  convertible  into
additional equity in Renaissance,  at our option, at certain times over the next
five years.  We also have an option to purchase up to a controlling  interest in
Renaissance  at a price to be determined  based upon a formula,  as defined.  In
connection with our investment,  we acquired, for $1.0 million, the intellectual
property  rights and source code to the Platform,  which was developed  over the
last  several  years by a major bank and  brokerage  firm and  contributed  such
intellectual  property  rights  and  source  code to  Renaissance.  We  provided
Renaissance an additional  $1.0 million in the first quarter of 2003 in exchange
for a secured promissory note.

                                       30


                                   NYFIX, INC.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

        Management's  Discussion and Analysis of Financial Condition and Results
of Operations discusses our consolidated  financial statements,  which have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United  States of America.  These  principles  require us to make  estimates and
assumptions  which could  materially  affect the reported  amounts of assets and
liabilities and the disclosure of contingent  assets and liabilities at the date
of the  financial  statements  and the  reported  amounts of revenue and expense
during the reporting period. On an on-going basis, we evaluate our estimates and
assumptions,   including   those  related  to  accounts   receivable   reserves,
investments,   goodwill,   long-lived  assets,   revenue  recognition,   product
enhancement  costs,  income taxes and  contingencies.  We base our estimates and
assumptions  on  historical  experience  and on various  other  factors that are
believed to be reasonable under the circumstances, the results of which form the
basis for making assumptions about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.

        We believe the following accounting policies, among others, are critical
to the understanding of our results of operations due to the assumptions we must
make in their  application.  Senior management has discussed the development and
selection  of  these  accounting  policies,  and  estimates,   and  the  related
disclosures  with  the  Audit  Committee  of  the  Board  of  Directors  ("Audit
Committee"). See Note 1 in the Notes to the Consolidated Financial Statements in
Item 15 of this  Annual  Report on Form  10-K/A for our  significant  accounting
policies.

REVENUE RECOGNITION

        Our revenue is comprised of  subscription,  sale,  service  contract and
transaction components.

        Subscription   revenue  contracts  are  generally  for  leasing  of  our
equipment  and use of our NYFIX  Network,  with an initial  term of one to three
years  with  automatic  renewal  periods  unless  we  receive  prior  notice  of
cancellation.  Under  the terms of the  subscription  contracts,  customers  are
typically  invoiced  a flat  periodic  charge  after  initial  installation  and
acceptance.  Revenue  related to these  contracts is recognized over the initial
term of the  contract  on a  straight-line  basis.  We also  include  within our
subscription revenue,  telecommunication and other charges,  which we provide to
the customer at cost plus a normal  profit.  Such revenue is  recognized  as the
services are provided. As we have no history of significant cancellations, we do
not record a reserve for cancellations.

        Sale  revenue,  which is  comprised  of software  and capital  equipment
sales,  is  recognized  when the  software and  equipment  have been shipped and
accepted  by the  customer  and when other  contractual  obligations,  including
installation if applicable,  have been satisfied and collection of the resulting
receivable is reasonably  assured.  As we have no history of  significant  sales
returns, we do not record a reserve for sales returns and allowances.

        Service contract  revenue,  which is comprised of maintenance  contracts
for  subscription  equipment and software and capital  equipment,  is recognized
over the  contract  period  on a  straight-line  basis.  Service  contracts  for
subscription equipment are generally co-terminus with the subscription contract.
Service  contracts  for  software and capital  equipment  are  generally  for an
initial  term of one to three years with  automatic  renewal  periods  unless we
receive prior notice of cancellation.

                                       31



                                   NYFIX, INC.

        Transaction  revenue  contracts  provide for  transaction  or  execution
services,  which are  comprised of a usage or  transaction-based  fee for trades
executed  through our  broker-dealer  operations.  Revenue on these contracts is
generally  invoiced  in  arrears  and  recognized  in the  period in which it is
earned.  We  periodically  enter  into  contracts,  which  include  subscription
equipment   and   telecommunication   charges  to  be   invoiced  at  a  minimum
transaction-based  fee.  We account  for these  contracts  as both  subscription
revenue,  for its minimum fee, and transaction revenue, for the amount earned in
excess of its minimum fee. We value the minimum fee as the fair value of similar
subscription equipment leased and telecommunication  charges provided to similar
customers.

        Certain   subscription  and  service  contract  agreements  provide  for
invoicing  in advance  of the  service  being  performed,  generally  quarterly.
Revenue on contracts  invoiced in advance is deferred and  recognized as revenue
over the period earned and is included in "deferred revenue" in our accompanying
consolidated  balance sheets.  Shipping,  handling and installation  charges, if
any,  are  generally  invoiced to a customer  and are  included in revenue  upon
completion of the installation.

        We  periodically   enter  into   arrangements   that  include   multiple
deliverables,  which  typically  consist  of the sale of  software  and  capital
equipment with additional services,  such as installation,  training and service
among others. Services provided subsequent to initial delivery and installations
are typically invoiced separately. We account for each element of an arrangement
with  multiple  deliverables  separately.   The  arrangement   consideration  is
allocated to each element  based on the  relative  fair values of each  element.
Vendor  specific  objective  evidence  for fair value of services  is  primarily
determined by reference to renewal pricing.

ACCOUNTS RECEIVABLE

        Accounts  receivable  are stated at net  realizable  value by  recording
allowances  for  those  accounts  receivable  amounts  that  we  believe  to  be
uncollectible.  The estimate of our allowance for doubtful  accounts is based on
collection  experience,  which  includes  analyzing  prior  accounts  receivable
written-off  and reviewing the aging of the accounts  receivable.  Our allowance
for doubtful  accounts  includes amounts for specific accounts that are believed
to be  uncollectible,  as well as amounts  that have been  computed  by applying
certain  percentages  based on  historical  loss  trends,  to  certain  accounts
receivable  aging  categories,  net of  accounts  receivable  for which  revenue
recognition has been deferred.

PROPERTY AND EQUIPMENT

        Property and equipment is stated at cost less accumulated  depreciation.
Included in equipment are certain costs related to the  development of our NYFIX
Network to support our subscription and service based businesses.

BUSINESS COMBINATIONS AND GOODWILL

        Business  combinations  are accounted  for under the purchase  method of
accounting and include the results of operations of the acquired businesses from
the dates of their respective acquisition.  Net assets of acquired companies are
recorded  at  their  fair  value  to us at the  date  of  acquisition.  Goodwill
represents acquisition costs in excess of the fair value of net assets acquired.
We adopted  Statement  of  Financial  Accounting  Standards  ("SFAS")  No.  142,
GOODWILL AND OTHER INTANGIBLE  ASSETS effective  January 1, 2002, which requires
that goodwill and certain other  intangible  assets having  indefinite  lives no
longer be amortized to income, but instead be tested for impairment  annually as
well as on an interim basis if events or changes in circumstances  indicate that
goodwill might be impaired.  Effective  October 1, 2002, we performed the annual

                                       32




                                   NYFIX, INC.

test for impairment using the discounted cash flow valuation  method.  There was
no impairment to the value of our recorded goodwill.

CAPITALIZED PRODUCT ENHANCEMENT COSTS

        We capitalize certain costs of internally  developed software as product
enhancement costs.  Internally  capitalized costs consist of payroll and payroll
related costs,  purchased  materials and services and software to be used within
our products.  We defer those costs that significantly enhance the marketability
or  significantly  extend  the  life of our  products.  We are  required  to use
professional  judgment in determining whether product enhancement costs meet the
criteria for immediate  expense or  capitalization,  in accordance with SFAS No.
86,  ACCOUNTING  FOR THE  COSTS OF  COMPUTER  SOFTWARE  TO BE SOLD,  LEASED,  OR
OTHERWISE   MARKETED.   Product   enhancement  costs  are  amortized  using  the
straight-line method over three years.

LONG-LIVED ASSETS

        We review the carrying value of long-lived  assets,  including  property
and equipment,  intangible  assets,  investments and other long-term amounts due
from  unconsolidated  affiliates,  and capitalized product enhancement costs for
impairment  whenever events or  circumstances  indicate that the carrying amount
may not be fully  recoverable.  If such an event or  circumstances  occurs,  the
related  estimated  fair value of the assets  would be compared to the  carrying
amount,  and if needed, we would record an impairment to the extent by which the
carrying amount exceeds the fair value of the asset.  There was no impairment of
long-lived assets recorded for the years ended December 31, 2002, 2001 and 2000.

INCOME TAXES

        Income taxes are  accounted  for under the asset and  liability  method.
Under this method,  deferred tax assets and liabilities are recognized  based on
the  estimated  future tax  consequences  of  differences  between the financial
statement  carrying  amounts of assets and liabilities and their  respective tax
bases.  Deferred tax assets and liabilities are measured using presently enacted
tax rates in effect for the periods the temporary differences are expected to be
settled. A valuation allowance is established, as needed, to reduce net deferred
tax assets to realizable  value. A valuation  allowance has not been established
for our deferred tax assets,  as we believe it is more likely than not that they
will be realized.

CONTINGENCIES

        Contingencies  are recorded as  liabilities  when it is probable  that a
liability has been incurred and the amount of the loss is reasonably  estimable.
Disclosure is required when there is a reasonable  possibility that the ultimate
loss will exceed the recorded provision.  We use outside counsel to assist us in
various  matters  including   securities  and  SEC  regulations,   acquisitions,
trademark, patent and personnel matters. We rely on the professional judgment of
outside   counsel  as  well  as  our  own  assessment  in  determining   whether
contingencies should be recorded.

OVERVIEW OF FINANCIAL RESULTS

        The following table shows our revenue, gross profit and gross profit, as
a percentage of revenue, by reportable segment for the periods indicated:

                                       33



                                   NYFIX, INC.

                                                       YEAR ENDED DECEMBER 31,
                                               -----------------------------------------
                                                   2002             2001          2000
                                               -------------   -------------    --------
REVENUE:                                                      (IN THOUSANDS)

    Technology Services                       $       48,853     $   41,397     $23,980
    Transaction Service                                7,109           --          --
    Eliminations                                        (150)          --          --
                                              --------------     ----------     -------
        Total revenue                         $       55,812     $   41,397     $23,980
                                              ==============     ==========     =======

Gross profit:
    Technology Services                       $       28,608     $   27,237     $15,078
    Transaction Services                                 494           --          --
                                              --------------     ----------     -------
        Total gross profit                    $       29,102     $   27,237     $15,078
                                              ==============     ==========     =======

Gross profit, as a percentage of revenue:
    Technology Services                                   59%            66%         63%
    Transaction Services                                   7%            --          --
                                              --------------     ----------     -------
        Total                                             52%            66%         63%
                                              ==============     ==========     =======

        The following table shows our revenue, cost of revenue, gross profit and
operating expense expressed as percentages of revenue for the periods indicated:

                                       34



                                   NYFIX, INC.

                                                 YEAR ENDED DECEMBER 31,
                                             --------------------------------
                                               2002       2001       2000
                                             -------     -------    --------
REVENUE:
    Subscription                               56.8%      70.0%      66.5%
    Sale                                       15.3%      19.6%      21.2%
    Service contract                           15.2%      10.4%      12.3%
    Transaction                                12.7%        --         --
                                              -----      -----      -----
        Total revenue                         100.0%     100.0%     100.0%
                                              -----      -----      -----

COST OF REVENUE:
    Subscription                               50.8%      41.5%      47.4%
    Sale                                       24.3%      11.0%      13.2%
    Service contract                           22.6%      28.7%      23.0%
    Transaction                                93.1%        --         --
                                              -----      -----      -----
         Total cost of revenue                 47.9%      34.2%      37.1%
                                              -----      -----      -----

GROSS PROFIT:
    Subscription                               49.2%      58.5%      52.6%
    Sale                                       75.7%      89.0%      86.8%
    Service contract                           77.4%      71.3%      77.0%
    Transaction                                 6.9%        --         --
                                              -----      -----      -----
        Total gross profit                     52.1%      65.8%      62.9%
                                              -----      -----      -----

OPERATING EXPENSE:
    Selling, general and administrative        53.5%      29.6%      40.9%
    Research and development                    2.5%       1.1%      17.5%
    Equity in loss of NYFIX Millennium          2.4%      27.9%       7.2%
    Depreciation and amortization               8.7%       3.4%       3.6%
                                              -----      -----      -----
        Total operating expense                67.2%      62.0%      69.2%
                                              -----      -----      -----

        Our revenue is comprised of  subscription,  sale,  service  contract and
transaction  components.  Subscription  fees  currently  represent a majority of
total  revenue.  Subscription  revenue  contracts are primarily  with  brokerage
firms,  international  banks and global exchanges  trading in equities,  and are
generally  for an initial  period of one to three years with  automatic  renewal
periods, unless we receive prior notice of cancellation. Subscription revenue is
recognized  on  a  straight-line  basis  over  the  lives  of  the  subscription
agreements  and  begins  once  installation  is  complete  and  accepted  by the
customer.  Sale  revenue,  which is comprised of software and capital  equipment
sales, is generated primarily by sales to customers in the futures,  options and
currencies  trading  market,  and is recognized upon shipment of the product and
acceptance by the customer. Service contract revenue is comprised of maintenance
contracts for software and capital  equipment sales and  subscription  equipment
and is recognized  over the contract period on a  straight-line  basis.  Service
contract revenue is typically  charged to customers as a fixed percentage of the
original sale contract.  Transaction  revenue consists of per-share fees charged
to customers who route orders through our order matching  system,  and per-share
fees charged to customers,  primarily domestic and international  broker-dealers
and  specialized  trading  firms,  to provide  execution and smart order routing
solutions.

                                       35



                                   NYFIX, INC.

        Cost of revenue  principally  consists of costs associated with our data
centers  where  we  maintain   equipment  and   infrastructure  to  support  our
operations,  amortization of capitalized product enhancement costs, depreciation
of subscription equipment and execution, clearing fees and market data feeds.

        Selling, general and administrative expense accounts for the majority of
our  operating  expense and consists of salaries and  benefits,  rent and office
expense,  provision for doubtful accounts and marketing expense. During the past
several years,  we have expanded our efforts to support an increasing  number of
services and to increase the number of exchanges,  sell-side  firms and buy-side
institutions connecting to our NYFIX Network.

        Research and development  expense relates to developing new products and
technologies to meet the current and future needs of our customers.  These costs
consist  primarily of salaries and related costs for  technical and  programming
personnel.

        Equity in loss of NYFIX  Millennium  relates to the operating losses for
our unconsolidated affiliate prior to its acquisition by us.

        Depreciation  and  amortization  expense  consists of  depreciation  and
amortization of corporate equipment and software, and amortization of intangible
assets.

        Certain   reclassifications   have  been   made  in  the  prior   years'
consolidated financial statements to conform to the current year's presentation.
In connection  therewith,  we reclassified  certain operating expense to cost of
revenue,  primarily related to the Company's data center,  totaling $4.8 million
and  $2.5  million   during  the  years  ended   December  31,  2001  and  2000,
respectively.

        The following discussion and analysis should be read in conjunction with
the consolidated financial statements and notes thereto.  Historical results are
not necessarily indicative of the operating results for any future period.

YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001

REVENUE

        Total  revenue  increased  $14.4  million,  or 35%, to $55.8 million for
2002, from $41.4 million for 2001,  primarily due to revenue attributable to our
recently  acquired Javelin  business,  transaction  revenue  attributable to our
recently acquired  broker-dealer  subsidiaries,  and increased  subscription and
service contract  revenue from increased demand from our existing  customers and
the  addition of new  customers.  These  amounts were  slightly  offset by lower
revenue attributable to capital sales of software and hardware.

        Subscription  revenue  increased $2.7 million,  or 10%, to $31.7 million
for 2002,  from $29.0 million for 2001,  primarily due to  subscription  revenue
attributable to our recently acquired Javelin and NYFIX Millennium businesses of
$1.8 million,  increased demand from our existing customers and the net addition
of  new  customers,   of  $0.9  million.  As  a  percentage  of  total  revenue,
subscription  revenue  decreased to 56.8% in 2002 from 70.0% in 2001,  primarily
due to the addition of  transaction  revenue in 2002 and the increase of service
contract revenue of $3.6 million for our recently acquired Javelin products.

        Sale revenue  increased  $0.4 million,  or 5%, to $8.5 million for 2002,
from $8.1  million for 2001.  Sale  revenue  increased  $2.8  million due to our
recently  acquired Javelin  business.  This amount was  significantly  offset by
lower sale revenue for our core products of $2.4 million, principally due to our
continued  effort to convert  customers to our  subscription-based  model.  As a
percentage  of total  revenue,  sales revenue  decreased to 15.3% in 2002,  from

                                       36



                                   NYFIX, INC.

19.6% in 2001,  partially  due to the  effect  of the  addition  of  transaction
revenue and the general  slower  growth of sale revenue  compared with our other
revenue components during 2002.

        Service contract revenue increased $4.2 million, or 96%, to $8.5 million
for 2002,  from $4.3 million in 2001.  The increase is primarily  due to service
contract revenue of our recently acquired Javelin business of $3.6 million,  and
an  increase in  subscription  contract  revenue  for our core  products of $0.6
million. As a percentage of total revenue, service contract revenue was 15.2% in
2002, as compared to 10.4% in 2001, primarily due to the aforementioned  service
contract revenue for our recently acquired Javelin  business,  offset in part by
the effect of the addition of transaction revenue during 2002.

        Transaction  revenue  amounted to $7.1 million for 2002, and represented
12.7% of total revenue for the year. Transaction revenue was attributable to our
broker-dealer  businesses,  including NYFIX Transaction Services,  which started
generating  revenue on July 1, 2002,  and NYFIX  Millennium,  whose results have
been included in our consolidated  financial statements since our acquisition of
an additional 30% ownership interest in NYFIX Millennium on February 1, 2002.

COST OF REVENUE

        Total cost of revenue increased $12.5 million,  or 88%, to $26.7 million
for 2002,  from $14.2 million in 2001,  due  primarily to increased  data center
costs of $3.8  million,  clearing,  execution  and other  costs  related  to our
recently acquired NYFIX Millennium and NYFIX Transaction Services businesses, of
$2.5 million,  increased  costs  attributable  to support our recently  acquired
Javelin  business of $2.5 million,  increased  telecommunication  charges due to
more desktop  connections and increased  capacity in our data centers to support
our core business, of $1.7 million,  increased depreciation expense attributable
to  investment  in data center  equipment  to support our  subscription  revenue
components,  of $1.3  million,  and  increased  amortization  expense of product
enhancement costs due to continued efforts to maintain  competitive  products of
$0.6 million.

        Subscription  cost of revenue  increased $4.1 million,  or 34%, to $16.1
million for 2002,  from $12.0 million for 2001,  primarily due to increased data
center  costs,   including   telecommunication   charges  due  to  more  desktop
connections  and  increased  capacity  in our  data  centers,  of $2.5  million,
increased costs  attributable to our recently  acquired Javelin business of $0.7
million,  increased  depreciation  and  amortization  expense  of $0.7  million,
attributable  to increased  subscription  equipment at our customers,  increased
investment in our data center equipment to support our subscription revenue, and
product  enhancement  costs due to  continued  efforts to  maintain  competitive
products. As a percentage of subscription revenue,  subscription cost of revenue
increased to 50.8% in 2002 from 41.5% in 2001, primarily due to increases in the
aforementioned  costs  related  to  investments  in our data  centers,  which we
believe will support future revenue growth.

        Sale cost of revenue increased $1.2 million, or 132% to $2.1 million for
2002,  from $0.9  million  for 2001.  The  increase  in sale cost of  revenue is
primarily  due to increased  labor costs to deliver and install our hardware and
software  of  $0.9  million,  attributable  to  our  recently  acquired  Javelin
business, and increased  amortization expense, of $0.3 million,  attributable to
capitalized software included in our products.  As a percentage of sale revenue,
sale cost of revenue  increased to 24.3% in 2002, from 11.0% in 2001,  primarily
due to the aforementioned cost increases.

        Service contract cost of revenue increased $0.7 million,  or 55% to $1.9
million for 2002,  from $1.2 million in 2001. The increase is principally due to
service  contract labor costs of our recently  acquired Javelin business of $0.7
million.  As a percentage of service contract revenue,  service contract cost of
revenue decreased to 22.6% in 2002, as compared to 28.7% in 2001.

                                       37



                                   NYFIX, INC.

        Transaction  cost of revenue was $6.6 million for 2002, and  represented
93.1% of transaction  revenue.  Transaction  cost of revenue was attributable to
our previously mentioned broker-dealer  businesses,  including NYFIX Transaction
Services,   which  started  generating  revenue  on  July  1,  2002,  and  NYFIX
Millennium,  which  results  have been  included in our  consolidated  financial
statements  since our  acquisition  of an additional  30% ownership  interest in
NYFIX  Millennium  on February 1, 2002.  Transaction  cost of revenue  primarily
included data center cost, including labor,  maintenance,  lease,  communication
and data feed expenses, of $3.3 million,  clearing and execution related fees of
$1.9 million and depreciation and amortization expense of $1.0 million.

GROSS PROFIT

        Gross  profit  decreased  to 52.1% for 2002,  from  65.8% for 2001.  The
decrease in gross profit is primarily  attributable to the impact of lower gross
profit for our recently acquired Javelin business, the impact of increased labor
costs to deliver and install our hardware and software,  increased  depreciation
and  amortization  expense  of our  product  enhancement  costs and data  center
infrastructure  investments to support our subscription and transaction  revenue
components.

        Subscription  gross profit  decreased to 49.2% for 2002,  from 58.5% for
2001. The decrease in subscription gross profit is primarily attributable to the
impact of lower gross  profit for our  recently  acquired  Javelin  business and
depreciation and amortization  expense related to our product  enhancement costs
and capital and  telecommunication  infrastructure  investments made in our data
center.

        Sale gross profit  decreased to 75.7% for 2002, from 89.0% for 2001. The
decrease in sale gross profit is primarily  attributable  to the impact of lower
gross  profit  for  our  recently   acquired   Javelin  business  and  increased
depreciation  expense  attributable to software capitalized which is included in
our products delivered to our customers.

        Service  contract gross profit  increased to 77.4% for 2002,  from 71.3%
for  2001.   The  increase  in  service   contract  gross  profit  is  primarily
attributable  to the impact of higher  gross  profit for our  recently  acquired
Javelin business.

        Transaction gross profit was 6.9% for 2002. Transaction gross profit was
adversely  affected by the impact of certain fixed costs  incurred  prior to the
start of our NYFIX  Transaction  Services  business,  which  started  generating
revenue on July 1, 2002, and NYFIX Millennium,  which results have been included
in our consolidated  financial statements since our acquisition of an additional
30% ownership interest in NYFIX Millennium on February 1, 2002. Gross profit was
also adversely  affected by higher data center costs to handle  increased system
demands.

SELLING, GENERAL AND ADMINISTRATIVE

        Selling,  general and administrative expense increased $17.7 million, or
144%, to $29.9 million for 2002,  from $12.2 million for 2001.  The increase was
primarily  due to the  selling,  general  and  administrative  expense  for  our
recently acquired NYFIX Millennium and Javelin  businesses and start-up expenses
related to NYFIX Transaction  Services of $13.2 million,  and increased costs of
corporate departments to support a larger organization,  of $4.5 million,  which
reflects  increased  salaries,  commissions  and  related  benefit  costs,  rent
expense,  and various office expenses due to an increase in personnel to support
our growth and acquisitions.  As a percentage of total revenue,  selling general
and  administrative  expense  increased to 53.5% in 2002 from 29.6% in 2001. The
increase as a percentage of total revenue was attributable to increased  expense
to support our growth and acquisitions.

                                       38



                                   NYFIX, INC.

RESEARCH AND DEVELOPMENT

        Research  and  development  expense  increased to $1.4 million for 2002,
from $0.5 million for 2001,  primarily as a result of our continuing  efforts to
develop new products and services.  As a percentage of total  revenue,  research
and development expense was 2.5% for 2002 as compared to 1.1% for 2001.

EQUITY IN LOSS OF NYFIX MILLENNIUM

        Effective  February 1, 2002,  we  exercised  the Option to increase  our
ownership  interest  in  NYFIX  Millennium,  from  50% to 80% and at  that  date
consolidated NYFIX Millennium's financial statements.  NYFIX Millennium incurred
operating  losses  of $1.3  million  for the  month of  January  2002,  which we
recognized  under the equity  method.  This  compares to $11.6  million of NYFIX
Millennium losses for 2001 which we recognized under the equity method.

DEPRECIATION AND AMORTIZATION

        Depreciation and amortization  expense increased $3.5 million,  or 246%,
to $4.9  million  for  2002,  from $1.4  million  for 2001.  This  increase  was
primarily  attributable to the  depreciation  and  amortization  expense for our
recently acquired NYFIX Millennium and Javelin businesses,  of $0.8 million, the
continued  investment  in  our  infrastructure,  and to  administrative  support
equipment and leasehold improvements to support our growth, of $1.1 million, and
amortization  expense  related to our acquired  intangible  assets in connection
with our recently  acquired  NYFIX  Millennium and Javelin  businesses,  of $1.6
million. As a percentage of total revenue, depreciation and amortization expense
was 8.7% for 2002 as compared to 3.4% for 2001.  The increase in  percentage  of
revenue was primarily attributable to the impact of the aforementioned costs.

INTEREST EXPENSE

        Interest expense  decreased  $81,000,  or 24% to $262,000 for 2002, from
$343,000  for 2001,  principally  as a result of decreased  interest  expense on
loans due to the payoff of our line of credit  during July 2001 of $118,000  and
lower interest paid on capital lease obligations of $33,000. Slightly offsetting
these amounts was interest  incurred in connection with late payments of certain
obligations, of $70,000.

INVESTMENT INCOME

        Investment income decreased slightly to $0.7 million for 2002, from $0.8
million for 2001, principally due to the combination of lower average investment
balances   coupled  with  lower  yields  on  cash   equivalents  and  short-term
investments in 2002 as compared to 2001.

OTHER EXPENSE

        Other expense increased  $607,000 to $621,000 for 2002, from $14,000 for
2001,  principally  as a result of  losses  recognized  from our  unconsolidated
affiliates of $474,000 for EuroLink and of $138,000 for Renaissance in 2002.

INCOME TAXES

        We recorded an income tax benefit of $3.6 million for 2002,  compared to
a provision  for income taxes of $5.4  million for 2001.  The income tax benefit
was  attributable  to our  pretax  loss in 2002 and  certain  Federal  and state
research and  development tax credits,  of $0.9 million,  available for research
and development expenses incurred during 1999 to 2002. We will receive no income
tax benefit for the equity in loss of NYFIX  Millennium  of $1.3 million in 2002

                                       39


                                   NYFIX, INC.

and $11.6 million in 2001 as these operating losses are allocated to the Initial
Partners and New Partners for income tax purposes. Our effective tax rate of 41%
in 2002 was higher than the Federal  statutory  rate primarily due to the impact
of the  aforementioned  research  and  development  tax credits of 9%, and state
income  taxes of 5%. This benefit was offset by the impact of the equity in loss
of NYFIX  Millennium of 8%. Our effective tax provision rate of 276% in 2001 was
higher than the combined  Federal  statutory  income tax rate  primarily  due to
impact of the equity in loss of NYFIX  Millennium of 206% and that impact on our
state income taxes of 34%.

YEAR ENDED DECEMBER 31, 2001 COMPARED TO YEAR ENDED DECEMBER 31, 2000

REVENUE

        Total  revenue  increased  $17.4  million,  or 73%, to $41.4 million for
2001,  from $24.0  million for 2000,  primarily  due to  increased  demand among
existing  subscription  customers,  the addition of new  customers,  new product
offerings  sold to existing and new customers  and increased  demand for capital
sales of our derivatives products, offset slightly by lower hardware sales.

        Subscription  revenue increased $13.0 million,  or 81%, to $29.0 million
for 2001, from $16.0 million for 2000,  primarily due to increased  demand among
existing subscription  customers,  the addition of new customers and new product
offerings.  As a percentage of total revenue,  subscription revenue increased to
70.0% in 2001  from  66.5% in  2000,  due to our  continued  effort  to  convert
customers to a subscription-based revenue model.

        Sale revenue  increased  $3.0 million,  or 60% to $8.1 million for 2001,
from $5.1 million for 2000.  The increase in sale  revenue was  attributable  to
increased  customer demand for our OBMS product of $3.6 million,  offset in part
by a decrease  in  hardware  sales of $0.6  million.  As a  percentage  of total
revenue, sales revenue decreased to 19.6% in 2001, from 21.2% in 2000, primarily
due to our efforts to convert customers to a  subscription-based  model and less
reliance on capital sales.

        Service contract revenue increased $1.4 million, or 47%, to $4.3 million
for  2001,  from  $2.9  million  in  2000,  due  primarily  to  an  increase  in
subscription  revenue for our core  products.  As a percentage of total revenue,
service  contract  revenue was 10.4% in 2001, as compared to 12.3% in 2000. This
decrease was primarily due to subscription  revenue increasing more than service
contract  revenue.  Telecommunication  fees  revenue,  which is a  component  of
subscription  revenue  but not  subject to  service  contracts,  increased  $2.0
million.

COST OF REVENUE

        Total cost of revenue  increased $5.3 million,  or 59%, to $14.2 million
for 2001,  from $8.9 million in 2000,  due  primarily  to increased  data center
costs, including telecommunication,  maintenance and rental expenses due to more
desktop connections and increased capacity in our data centers, of $2.3 million,
increased  depreciation expense attributable to increased subscription equipment
leased to our customers and increased investment in our data center equipment to
support our subscription  revenue components,  of $1.3 million,  increased labor
costs of $1.1 million, to support our subscription and service contract revenue,
and increased amortization expense of product enhancement costs of $0.6 million,
due to continued efforts to maintain competitive products.

        Subscription  cost of revenue  increased $4.4 million,  or 59%, to $12.0
million for 2001,  from $7.6 million for 2000,  primarily due to increased  data
center costs, including  telecommunication,  maintenance and rental expenses due
to more desktop  connections and increased capacity in our data centers, of $1.8
million,  increased  depreciation expense attributable to increased subscription
equipment at our customers and increased investment in our data center equipment

                                       40



                                   NYFIX, INC.

to support our subscription revenue, of $1.3 million,  increased labor costs, of
$0.9 million to support our  subscription  revenue,  and increased  amortization
expense of  product  enhancement  costs due to  continued  efforts  to  maintain
competitive  products, of $0.3 million. As a percentage of subscription revenue,
subscription  cost of  revenue  decreased  to 41.5% in 2001 from  47.4% in 2000,
primarily due to greater  increases in  subscription  revenue than  subscription
cost of revenue.

        Sale cost of revenue increased $0.2 million,  or 33% to $0.9 million for
2001,  from $0.7  million  for 2000.  The  increase  in sale cost of  revenue is
primarily due to increased  amortization  expense for product enhancement costs.
As a  percentage  of sale  revenue,  sale cost of revenue  decreased to 11.0% in
2001,  from 13.2% in 2000,  primarily  due to greater  increases in sale revenue
than sale cost of revenue.

        Service contract cost of revenue increased $0.5 million,  or 84% to $1.2
million for 2001,  from $0.7 million for 2000.  The increase is primarily due to
increased  labor  costs to support our  customers.  As a  percentage  of service
contract  revenue,  service contract cost of revenue increased to 28.7% in 2001,
as compared to 23.0% in 2000.

GROSS PROFIT

        Gross  profit  increased  to 65.8% for 2001,  from  62.9% for 2000.  The
increase in gross profit is primarily  attributable to more profitable  software
installations  as  compared  to  equipment  installations,  offset  in  part  by
increased  communication  charges  relating to  increased  desktop  connections,
higher  labor  costs due to  increased  data center  costs and service  contract
revenue, increased depreciation expense for subscription-based  equipment due to
additional  units being  placed into  service  and higher  amortization  expense
related to product enhancement costs.

        Subscription  gross profit  increased to 58.5% for 2001,  from 52.6% for
2000.  The increase in  subscription  gross profit is  attributable  to software
being a larger component of the installation as opposed to equipment,  which had
a  higher  gross  profit,  offset  in part by  increased  communication  charges
relating to increased desktop  connections,  higher labor costs due to increased
subscription    contract   revenue,    increased    depreciation   expense   for
subscription-based  equipment due to additional  units being placed into service
and  increased  purchases  and  leases  of  data  center  equipment  and  higher
amortization expense related to product enhancement costs.

        Sale gross profit  increased  slightly to 89.0% for 2001, from 86.8% for
2000. The increase in sale gross profit is primarily attributable to the sale of
more profitable software, primarily our OBMS product.

        Service  contract gross profit  decreased to 71.3% for 2001,  from 77.0%
for  2000.   The  decrease  in  service   contract  gross  profit  is  primarily
attributable to higher costs of labor to service our products.

SELLING, GENERAL AND ADMINISTRATIVE

        Selling,  general and administrative expense decreased slightly to $12.2
million for 2001, from $12.4 million for 2000. The decrease was primarily due to
the absence of costs  attributable to NYFIX  Millennium,  which was consolidated
for ten months of 2000, and accounted for under the equity method in 2001.  This
decrease was substantially offset by increased salaries and commissions, related
personnel costs, rent expense and various office expenses to support an increase
in employees of 24% in 2001 from 2000 to support our growth.  As a percentage of
total revenue,  selling general and administrative expense decreased to 29.6% in
2001 from 40.9% in 2000.  The  decrease  as a  percentage  of total  revenue was
attributable  to a greater  increase  in revenue as  compared  to the  increased
expense to support our growth and acquisitions.

                                       41



                                   NYFIX, INC.

RESEARCH AND DEVELOPMENT

        Research and development expense decreased $1.1 million, or 73%, to $0.5
million for 2001 from $1.6 million for 2000. In 2000, we recognized $1.5 million
of expense related to NYFIX Millennium's  research and development of an ATS. As
a percentage of total  revenue,  research and  development  expense was 1.1% for
2001 as compared to 6.9% for 2000.

EQUITY IN LOSS OF NYFIX MILLENNIUM

        Effective November 1, 2000, we no longer controlled the NYFIX Millennium
Board of Directors  and,  accordingly,  accounted  for our  investment  in NYFIX
Millennium  under the equity  method.  As such, we  recognized  $11.6 million of
NYFIX Millennium's  operating losses in 2001. For November and December 2000, we
recognized $1.7 million of NYFIX Millennium's  operating losses under the equity
method.  For January through October 2000, we consolidated  NYFIX Millennium and
recognized an operating loss of $5.6 million.

DEPRECIATION AND AMORTIZATION

        Depreciation and amortization expense increased $0.5 million, or 62%, to
$1.4 million for 2001,  from $0.9 million for 2000.  This increase was primarily
attributable to additional  investment in  administrative  support equipment and
leasehold  improvements to support our growth. As a percentage of total revenue,
depreciation and amortization  expense was 3.4% for 2001 as compared to 3.6% for
2000.  The decrease in percentage of revenue was primarily  attributable  to the
impact of the aforementioned costs.

INTEREST EXPENSE

        Interest  expense of $0.3  million for 2001 was  constant  with the $0.3
million for 2000, as we had increased  interest on capital lease  obligations of
$0.1 million,  offset by a decrease in loan interest expense of $0.1 million due
to the payoff of our line of credit during July 2001.

INVESTMENT INCOME

        Investment  income remained  constant at $0.8 million for 2001 and 2000,
principally  due to the higher  average  investment  balances as a result of the
proceeds from our offering of common stock in June 2001 being  comparable to the
investment income earned by NYFIX Millennium as a result of their cash balances,
which we consolidated in 2000.

INCOME TAXES

        Our income tax  provision  increased to $5.4 million in 2001 as compared
to a benefit of $6.1 million for 2000. We will receive no income tax benefit for
the equity in loss in our of NYFIX  Millennium  of $1.3 million and $5.6 million
in 2001 and 2000,  respectively,  as these operating losses are allocated to the
Initial  Partners and New Partners for income tax  purposes.  Our  effective tax
provision  rate of 276% in 2001 was higher than the combined  Federal  statutory
income  tax  rate  primarily  due to  impact  of the  equity  in loss  of  NYFIX
Millennium  of 206%  and that  impact  on our  state  income  taxes of 34%.  Our
effective  income tax benefit  rate of 558% for 2000 was higher than the Federal
statutory  tax  benefit  rate due to the  impact of the  reversal  of  valuation
allowances  of 784%,  as we believed  that we would realize the benefit of prior
income tax net operating losses and other temporary differences,  which resulted
in the previously established valuation allowance. This was offset by the impact
of the equity in loss of NYFIX  Millennium  of 229% and that impact on our state
income taxes of 41%.

                                       42



                                   NYFIX, INC.

EVENTS OF SEPTEMBER 11TH

        The events of September 11, 2001, did not have a material  effect on our
financial position,  results of operations, or cash flows. We believe that these
events did not affect our  overall  growth  outlook.  We  credited  the  ongoing
investment  in  state-of-the-art  redundant  data centers and our NYFIX  Network
infrastructure for our ability to maintain 100% effective  operations across all
products  and  services  throughout  the  month of  September  2001.  While  our
employees  worked  around the clock to assist many clients in recovery  testing,
and in some cases establishing  temporary emergency operations,  we opted not to
charge any customers one-time fees in connection with these efforts. We also did
not incur any significant  incremental  expense in connection with the events of
September 11, 2001.

        Although  the events of  September  11, 2001 did not have a  significant
effect  on our  results  of  operations,  they  did  have  an  effect  on  NYFIX
Millennium,  which we had a 50%  ownership  interest  in,  at that  time.  After
roll-out  efforts  were  temporarily  stalled by the tragic  events of September
11th,  NYFIX  Millennium  usage  increased  later in the fourth quarter of 2001,
bringing the system back to initial execution levels.

LIQUIDITY AND CAPITAL RESOURCES

        In June 2001, we raised $57.3 million, net of expenses, from a follow-on
public  offering of 3 million  shares of our common stock.  We used a portion of
the net proceeds for working  capital  requirements,  to re-purchase 1.3 million
shares of our common  stock,  to  continue to invest in our  infrastructure  and
products and,  subsequently,  to acquire  Javelin in March of 2002 and invest in
EuroLink and  Renaissance.  At December 31, 2002, our cash, cash equivalents and
short-term  investments  totaled  $21.9  million as compared to $33.9 million at
December 31, 2001. We had  investments  of $10.7  million in current  marketable
security  instruments,  having  interest  rates ranging from 1.2% to 3.5%,  $0.6
million in a tax-free  money fund with an average 30 day yield of 0.55% and $6.3
million in money market funds with an average 30 day yield of 1.1%,  at December
31, 2002.

        At  December  31,  2002,  we had  total  debt  of  $1.8  million,  which
represented  current and  long-term  amounts  outstanding  under  capital  lease
obligations.  At December 31, 2002, we had no material  commitments  for capital
expenditures  or inventory  purchases.  Our  long-term  capital  needs depend on
numerous factors,  including the rate we obtain new clients and expand our staff
and  infrastructure,  as needed, to accommodate such growth, as well as the rate
at which we choose to invest in new technologies to modify our NYFIX Network and
infrastructure. We have ongoing needs for capital, including working capital for
operations and capital expenditures to maintain and expand our operations.

        We believe  that we can achieve  synergies  from our  recently  acquired
NYFIX Millennium and Javelin businesses.  Although our NYFIX Millennium business
has incurred losses through its development and start-up stages, we believe that
revenue will  continue to increase as we gain greater  acceptance of our product
offerings.  However,  we expect NYFIX  Millennium  to possibly  need  additional
working  capital during the first six to nine months of 2003,  until it achieves
positive cash flow from  operations.  Our strategy is to migrate Javelin to more
of a  subscription-based  revenue model, similar to our core NYFIX USA business.
This  may  cause  Javelin   capital  sale  revenue  to  be   unpredictable   and
inconsistent.  As such, this too, may unfavorably impact our working capital. In
addition, our unconsolidated affiliates, Renaissance and EuroLink, have received
$3.1 million in funding from us in the past. We may provide  additional  funding
to them,  until they  generate  positive  cash flow or obtain  other  sources of
capital.  Such additional  funding,  if necessary,  may  unfavorably  impact our
working capital.

                                       43



                                   NYFIX, INC.

        We believe that our cash and investments of $21.9 million, together with
anticipated  cash to be generated from  operations will be sufficient to support
our  capital  and  operating  needs,  including  the  operating  needs  of NYFIX
Millennium and Javelin for at least the next twelve months.

        The following  summarizes our contractual  obligations under capital and
operating  leases at December  31,  2002,  and the effect such  obligations  are
expected to have on our liquidity and cash flows in future periods:

                                        CAPITAL    OPERATING      TOTAL
                                        -------    ---------      -----
YEAR ENDING DECEMBER 31,                        (IN THOUSANDS)
-----------------------
  2003                                  $ 1,161     $ 4,983     $ 6,144
  2004                                      551       4,898       5,449
  2005                                      136       2,224       2,360
  2006                                       --         786         786
  2007                                       --         820         820
  Thereafter                                 --       2,030       2,030
                                        -------     -------     -------
     Total minimum lease payments       $ 1,848     $15,741     $17,589
                                        =======     =======     =======
WORKING CAPITAL

        At  December  31,  2002,  we had  working  capital  of $30.8  million as
compared to $47.5 million at December 31, 2001.  Our present  capital  resources
include proceeds from internal  operations.  The decrease in working capital was
principally  due to the cash used to acquire  Javelin  and invest in and provide
loans and working capital advances to our  unconsolidated  affiliates,  EuroLink
and Renaissance.

CASH PROVIDED BY OPERATING ACTIVITIES

        Net cash provided by operating  activities in 2002 was $4.1 million,  as
our net loss of $5.0 million, adjusted for non-cash items, such as depreciation,
amortization,  deferred  taxes,  provision for bad debts,  and equity in loss of
unconsolidated  affiliates  provided $7.2 million.  Unfavorable  working capital
changes offset by other changes,  net of assets acquired and liabilities assumed
from our recently  acquired NYFIX Millennium and Javelin  businesses,  decreased
cash by $3.1 million.

        Net cash provided by operating  activities in 2001 was $10.6 million, as
our net loss of $3.5 million, adjusted for non-cash items, such as depreciation,
amortization,  deferred taxes, provision for bad debts and equity in loss of our
unconsolidated affiliate, NYFIX Millennium,  provided $16.3 million. Unfavorable
working capital offset by other changes decreased cash by $5.7 million.

CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES

        The 2002 cash provided by investing  activities  was $2.9 million.  This
consisted  primarily of net proceeds  from the sales and purchases of short-term
investments of $22.4 million, offset by payments for our recently acquired NYFIX
Millennium  and  Javelin  businesses,  net of cash  acquired,  of $6.8  million,
investments  in and  net  advances  to our  unconsolidated  affiliates  of  $5.3
million, capital expenditures, mostly for data center equipment and software, of
$4.6 million and product enhancement costs of $2.8 million.

                                       44



                                   NYFIX, INC.

        The 2001 cash used in  investing  activities  was  $56.0  million.  This
consisted primarily of net purchases of short-term  investments of $29.0 million
using the proceeds from our follow-on offering,  investment in and loans and net
advances to NYFIX Millennium of $17.2 million, capital expenditures,  mostly for
data center  equipment  and to support our  infrastructure,  of $7.1 million and
product enhancement costs of $2.7 million.

CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES

        In 2002, our net cash used in financing activities totaled $0.7 million,
consisting  primarily of principal  payments under capital lease  obligations of
$1.2  million,  offset by net  proceeds  from the  exercise of stock  options by
employees of $0.5 million.

        In 2001,  our net cash  provided by financing  activities  totaled $45.6
million, consisting primarily of $57.3 million raised in our follow on offering,
$8.0  million  provided by  proceeds  from  issuance of common  stock to the New
Partners of NYFIX Millennium, and $2.2 million provided by net proceeds from the
exercise of stock options by employees, offset by purchases of treasury stock of
$19.1  million,  repayments  of  borrowings  under our credit  facility  of $2.0
million and principal payments under capital lease obligations of $0.8 million.

SEASONALITY AND INFLATION

        We believe that our operations have not been  significantly  affected by
seasonality or inflation.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

        In October  2001,  the Financial  Accounting  Standards  Board  ("FASB")
issued SFAS No. 144,  ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS,  which
supercedes SFAS No. 121,  ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS AND
FOR  LONG-LIVED  ASSETS TO BE  DISPOSED  OF, and the  accounting  and  reporting
provisions of Accounting  Principles Board Opinion ("APB") No. 30, REPORTING THE
RESULTS OF  OPERATIONS  -  REPORTING  THE  EFFECTS OF DISPOSAL OF A SEGMENT OF A
BUSINESS,  AND  EXTRAORDINARY,  UNUSUAL AND  INFREQUENTLY  OCCURRING  EVENTS AND
TRANSACTIONS,  for the disposal of a segment of a business. SFAS No. 144 retains
many of the  provisions  of SFAS No. 121, but addresses  certain  implementation
issues  associated  with that  Statement.  SFAS No. 144 is effective  for fiscal
years  beginning  after  December  15, 2001.  We adopted SFAS No. 144  effective
January 1, 2002. The adoption of SFAS No. 144 did not have a material  effect on
our financial position, results of operations or cash flows.

        In  April  2002,  the  FASB  issued  SFAS No.  145,  RESCISSION  OF FASB
STATEMENTS  NO. 4, 44 AND 64,  AMENDMENT OF FASB STATEMENT NO. 13, AND TECHNICAL
CORRECTIONS.  SFAS No. 145  eliminates  extraordinary  accounting  treatment for
reporting  gains or losses on debt  extinguishment,  and amends  other  existing
authoritative  pronouncements to make various technical corrections.  We adopted
SFAS No. 145  effective  January 1, 2003.  The  adoption of SFAS No. 145 did not
have a material effect on our financial position,  results of operations or cash
flows.

        In July  2002,  the FASB  issued  SFAS No.  146,  ACCOUNTING  FOR  COSTS
ASSOCIATED  WITH EXIT OR DISPOSAL  ACTIVITIES.  SFAS No. 146 requires  recording
costs  associated  with exit or disposal  activities at their fair values when a
liability has been incurred.  Under previous  guidance,  certain exit costs were
accrued upon management's commitment to an exit plan. The provisions of SFAS No.
146 are effective for exit or disposal  activities  initiated after December 31,
2002. We do not expect that adoption of SFAS No. 146 will have a material effect
on our financial position, results of operations or cash flows.

                                       45



                                   NYFIX, INC.

        In November 2002, the FASB Emerging Issues Task Force ("EITF") reached a
consensus on No. 00-21,  REVENUE ARRANGEMENTS WITH MULTIPLE  DELIVERABLES.  EITF
No. 00-21 applies to certain  contractually  binding  arrangements under which a
company performs  multiple revenue  generating  activities and requires that all
companies   account  for  each  element  within  an  arrangement  with  multiple
deliverables as separate units of accounting if (a) the delivered item has value
on a stand-alone  basis,  (b) there is objective  and reliable  evidence of fair
value and (c) the amount of the total  arrangement  consideration is fixed. EITF
No. 00-21 is effective for revenue  arrangements  entered into in fiscal periods
beginning  after June 15, 2003.  We are  evaluating  the  provisions of EITF No.
00-21 and  whether the  implementation  of this  statement  will have a material
effect on our financial position, results of operations or cash flows.

        In  November  2002,  the FASB  issued  FASB  Interpretation  ("FIN") 45,
GUARANTOR'S  ACCOUNTING AND DISCLOSURE  REQUIREMENTS  FOR GUARANTEES,  INCLUDING
INDIRECT  GUARANTEES OF INDEBTEDNESS OF OTHERS.  FIN 45 disclosure  requirements
are  effective  for the year ended  December 31, 2002 and other  provisions  are
effective for 2003. The interpretation  requires additional  disclosure relating
to guarantees and in some cases requires the  recognition of a liability for the
fair value of certain guarantees. The adoption of FIN 45 had no effect on us, as
we do not guarantee the liabilities of others.

        In  December  2002,  the  FASB  issued  SFAS  No.  148,  ACCOUNTING  FOR
STOCK-BASED  COMPENSATION - TRANSITION AND DISCLOSURE.  SFAS No. 148 amends SFAS
No. 123, ACCOUNTING FOR STOCK-BASED COMPENSATION, to provide alternative methods
of transition  for  companies  that  voluntarily  change to the fair value based
method of accounting for stock-based  employee  compensation.  SFAS No. 148 also
amends  the  disclosure  provisions  of SFAS  No.  123 and APB No.  28,  INTERIM
FINANCIAL  REPORTING,  to  require  disclosure  in the  summary  of  significant
accounting policies of the effects of an entity's accounting policy with respect
to stock-based employee compensation on reported net income and income per share
in annual and interim financial  statements.  The disclosure  provisions of SFAS
No. 148 are effective for both interim and annual  periods ending after December
15, 2002. We have adopted the disclosure  provisions of SFAS No. 148 at December
31, 2002.

        In January  2003,  the FASB  issued FIN 46,  CONSOLIDATION  OF  VARIABLE
INTEREST  ENTITIES,   which  requires  the  consolidation  of  certain  entities
considered to be variable interest entities ("VIEs"). An entity is considered to
be a VIE  when it has  equity  investors  which  lack the  characteristics  of a
controlling  financial interest,  or its capital is insufficient to permit it to
finance  its  activities  without  additional  subordinated  financial  support.
Consolidation of a VIE by an investor is required when it is determined that the
investor will absorb a majority of the VIE's expected losses or residual returns
if they occur.  FIN 46 provides  certain  exceptions  to these rules,  including
qualifying special purpose entities subject to the requirements of SFAS No. 140,
ACCOUNTING FOR TRANSFERS AND SERVICING OF FINANCIAL  ASSETS AND  EXTINGUISHMENTS
OF  LIABILITIES.  VIEs  created  after  January  31,  2003 must be  consolidated
immediately,  while  VIEs  that  existed  prior  to  February  1,  2003  must be
consolidated  as of July 1, 2003. We are evaluating the provisions of FIN 46 and
whether the implementation of this statement,  with regard to our unconsolidated
affiliates,  will have a material effect on our financial  position,  results of
operations or cash flows.

FACTORS AFFECTING OPERATING RESULTS

SOME  OF OUR  RECENTLY  ACQUIRED  SUBSIDIARIES  HAVE  NOT  BEEN  PROFITABLE  AND
THEREFORE WE MAY NOT BE PROFITABLE IN THE FUTURE.

        In December 2001, we acquired an inactive  broker-dealer  and renamed it
NYFIX  Transaction  Services,   Inc.  In  May  2002,  the  NASD  approved  NYFIX
Transaction  Services'  membership  application and it first started  generating
revenues  as of July 1,  2002.  Through  its  first  year of  operations,  NYFIX
Transaction Services had incurred a net loss of $0.8 million. Although we expect

                                       46



                                   NYFIX, INC.

NYFIX Transaction Services to start to generate positive cash flows during 2003,
we can provide no  assurances of our success in doing such.  Accordingly,  NYFIX
Transaction  Services may need us to provide the  necessary  capital to maintain
their minimum capital requirements, thus impacting our working capital.

        Effective as of February 1, 2002, we increased our ownership interest in
NYFIX  Millennium from 50% to 80%. NYFIX Millennium was formed in September 1999
and since  that time has been in the  development  and  start-up  stages and has
incurred  aggregate  net losses of $28.0  million  through  December  31,  2002.
Although we expect NYFIX  Millennium  to start to generate  positive  cash flows
towards the latter half of 2003,  we can provide no assurances of our success in
doing such.  Accordingly,  NYFIX Millennium may need us to provide the necessary
capital to maintain  their  minimum  capital  requirements,  thus  impacting our
working capital.

        Effective as of March 31, 2002, we acquired  Javelin.  Javelin  incurred
net losses of $1.8 million, $6.7 million and $2.0 million for the years 2000 and
2001 and the three months ended March 31, 2002,  respectively.  Although Javelin
results are not reported separately, Javelin continued to incur operating losses
until the fourth  quarter of 2002.  We believe that our  synergies  with Javelin
will enhance our overall operating results.  However,  our strategy to apply our
subscription-based  model to  Javelin's  products,  where  feasible,  may not be
successful.  Javelin's business is heavily  concentrated  towards capital sales,
which are very unpredictable and inconsistent.  Transitioning Javelin to more of
a subscription-based model could have an adverse impact on our working capital.

A NUMBER OF OUR SUBSIDIARIES  HAVE A LIMITED OPERATING  HISTORY,  WHICH MAKES IT
DIFFICULT TO EVALUATE THEIR PROSPECTS, SO THEIR FUTURE FINANCIAL PERFORMANCE MAY
DISAPPOINT SECURITIES ANALYSTS OR INVESTORS AND RESULT IN A DECLINE IN OUR STOCK
PRICE.

        NYFIX  Millennium and Javelin were formed in September 1999 and November
1997,  respectively.  Also, we purchased NYFIX Transaction  Services in December
2001.  Because of their limited operating  history,  these entities have limited
financial data,  which can be used to evaluate their  businesses.  Consideration
must be given to their  prospects  in  light  of the  risks,  expenses,  delays,
problems and difficulties  frequently  encountered in the establishment of a new
business in an emerging and rapidly evolving industry. NYFIX Millennium, Javelin
and NYFIX Transaction  Services may not be successful in their  businesses,  and
profitability may never be attained or sustained.

WE HAVE TWO UNCONSOLIDATED SUBSIDIARIES,  WHICH MAY NEED ADDITIONAL FUNDING FROM
US, THUS HAVING AN ADVERSE IMPACT ON OUR LIQUIDITY.

        We have provided funding to our unconsolidated  affiliates,  Renaissance
and EuroLink,  in the past. In our balance sheet,  at December 31, 2002, we have
amounts due and notes receivable from unconsolidated affiliates of $3.1 million.
We provided  Renaissance an additional $1.0 million in the first quarter of 2003
in exchange for a secured promissory note. Renaissance may need additional funds
from us,  until they  generate  positive  cash flow or obtain  other  sources of
capital.  We cannot  provide  assurance  that  additional  interim  funding,  if
necessary, won't have an adverse impact on our liquidity.

A  SIGNIFICANT  POWER  AND  TELECOMMUNICATIONS  FAILURE  COULD  CAUSE US TO LOSE
REVENUES AND CUSTOMERS AND SUBJECT US TO LIABILITY FOR CUSTOMER LOSSES.

        Our  services  depend on our  ability to store,  retrieve,  process  and
manage  significant  databases and to  electronically  receive and process trade
orders. Our systems and data centers could fail due to power failures, caused by
a variety of factors, or outages,  caused by high demand placed on the utility's
infrastructure.  Due to the complexity of these  electrical  systems,  errors or
failures could occur which render an entire site to be unusable.

        We constantly  monitor  system loads and  performances  and as necessary
upgrade our systems to handle estimated increases in power consumption. However,
we may not be able to accurately  predict future demand.  To mitigate the impact
of power failures,  we maintain  critical data center facilities at two separate

                                       47



                                   NYFIX, INC.

locations in North Bergen, New Jersey and Carlstadt,  New Jersey. Although these
data centers are serviced by the same  utility,  they are serviced via different
sub-stations.  In the  event of a power  outage at any of our data  centers,  we
maintain  uninterruptible  power  supplies  ("UPS") to provide  limited  battery
backup for critical  systems.  We also  maintain  diesel-powered  generators  to
backup the UPSs.

        In the event of loss of power or  telecommunications  services at either
of these locations,  we believe there are sufficient  backup facilities in place
to give us the necessary  time to access,  or fail-over  to, our redundant  data
center.  It is  possible  that  multiple  telecommunications  vendors  could  be
impacted so severely that the  multi-vendor  and  multi-site  strategy would not
insure communications services to our clients.

        Since it is  fairly  common  for  multiple  carriers  to share  the same
physical  infrastructure  such as Central  Offices  (CO's),  telephone poles and
below-ground  conduit,  instances  like  major  cable cuts or  regional  natural
disasters could adversely impact our clients and us.

ANY  INFILTRATION  OF  HARMFUL  VIRUSES  COULD  CAUSE  US TO LOSE  REVENUES  AND
CUSTOMERS AND SUBJECT US TO LIABILITY FOR CUSTOMER LOSSES.

        We utilize  multiple  methods to combat viruses.  The first method is to
prevent  viruses from entering our NYFIX Network.  This is done by placing rigid
restrictions on our NYFIX Network,  called access  controls lists ("ACL").  ACLs
are used where clients or vendors connect to our NYFIX Network.  A second method
of preventing viruses from entering our NYFIX Network is the use of firewalls. A
firewall  typically guards an internal network against malicious access from the
outside;  however,  firewalls  may also be  configured  to limit  access  to the
outside from internal users. In spite of the ACLs and firewalls, it may still be
possible for viruses to enter our NYFIX Network.

        If a virus is still  able to  penetrate  our NYFIX  Network,  we utilize
centrally managed anti-virus scanning software on servers and workstations.  Our
anti-virus  software actively scans servers and workstations on the network.  In
spite of the active  anti-virus  scanning,  it is possible for a virus to not be
detected.

        As  an  additional  method  to  combat  viruses,  we  utilize  intrusion
detection  software ("IDS").  IDS servers and software are located at key points
around the network and monitor systems for malicious activity.

WE  RELY  ON  MULTIPLE   TELECOMMUNICATIONS  CARRIERS  FOR  DATA  DELIVERY.  ANY
DISRUPTIONS  TO THESE  SERVICES  COULD  HAVE A  MATERIAL  ADVERSE  EFFECT ON OUR
BUSINESS.

        We utilize frame relay network services from five major carriers:  AT&T,
Qwest, Sprint, WorldCom and Verizon. Customers are given the choice of using one
or more  network  carriers  to provide  network  services to their  location.  A
majority of NYFIX clients utilize a dual carrier solution.

        The utilization of five major carriers has multiple benefits:

        o    Diversity  of  telecommunication  infrastructure  between the major
             carriers

        o    A competitive  environment  to help insure  aggressive  pricing for
             network services

        o    The  ability to  completely  migrate  circuits  from one carrier to
             another  due to  non-competitive  pricing  or a  carrier  no longer
             providing adequate services.

                                       48




                                   NYFIX, INC.

        In the event that a major carrier was to shut down their network with no
advance warning (e.g.  WorldCom),  it would take at least 45 days to replace the
circuits  with  another  vendor.  In the  event of a move  from one  carrier  to
another,  we would incur  substantial  expenses related to the cost of utilizing
two  carriers  for the  same  period  of  time.  We could  also be  impacted  by
exclusivity  agreements  between carriers and connecting  points on the network.
For example,  WorldCom is the sole provider of network  services for NASDAQ.  In
the event WorldCom discontinued  operations,  we would incur costs transitioning
to a new NASDAQ network service provider.

        The  approximate  time  necessary  for the transfer of circuits from one
carrier to the other would be four to six weeks.  During the transfer,  we would
incur  overlapping  circuit charges for a minimum of thirty days.  These charges
are due to a  thirty  day  delay  that  begins  when  the  original  circuit  is
disconnected, therefore, the minimum cost of moving business from one carrier to
another would be at least one months worth of charges from the original carrier.

WE FACE SUBSTANTIAL  COMPETITION IN OUR INDIVIDUAL  PRODUCT AREAS FROM COMPANIES
THAT HAVE LARGER AND GREATER  FINANCIAL,  TECHNICAL AND MARKETING  CAPABILITIES,
WHICH  COULD MAKE IT MORE  DIFFICULT  TO GAIN OR MAINTAIN  MARKET  SHARE AND MAY
HINDER OUR ABILITY TO COMPETE SUCCESSFULLY.

        We operate in a highly  competitive  market  and expect  competition  to
intensify in the future.  Certain of our  competitors,  including  the financial
exchanges,  may have significantly  greater  financial,  technical and marketing
resources  and more  extensive  customer  bases and  extensive  knowledge of the
industry.

        Our industry is constantly evolving through technological and regulatory
change. Our competition varies widely and we encounter  different  categories of
competitors  for  each of our  product  and  service  offerings.  We  also  face
competition from customers who choose to maintain their own  infrastructure  and
develop their own in-house proprietary order management software systems.

OUR ABILITY TO SELL OUR PRODUCTS  AND  SERVICES  AND GROW OUR BUSINESS  COULD BE
SIGNIFICANTLY IMPAIRED IF WE LOSE THE SERVICES OF KEY PERSONNEL.

        Our business is highly dependent on a number of key executive  officers,
including Peter K. Hansen,  our founder,  Chief Executive Officer and President,
and Lars Kragh, our Chief Information  Officer,  who have been with us since our
inception in 1991.  The loss of the services of any of our key  personnel  could
have a material adverse effect on our business and results of operations.

WE RELY, IN PART,  ON OTHERS TO SUPPLY THE  MATERIALS  AND SUPPLIES,  UNDERLYING
SOFTWARE AND SYSTEMS WE USE TO PROVIDE OUR SERVICES.  IF WE ARE UNABLE TO OBTAIN
THIRD PARTY SUPPORT AND DELIVERY ON A TIMELY AND RELIABLE BASIS,  OUR ABILITY TO
PERFORM  SERVICES  COULD BE  HINDERED  AND THE  RELATIONSHIPS  WE HAVE  WITH OUR
CUSTOMERS COULD BE HARMED.

        Our  manufactured  products are based on standard PC components  readily
available  in  the  consumer  market  place.  All  electronic,  computer-related
components  utilized  within  our  products  are not  manufacturer  or  supplier
specific.  We can substitute  components  from a diverse group of  manufacturers
with no assembly or delivery delays to our customers.

        However, our manufactured products contain several custom parts specific
to our design.  These parts are limited to sheet metal  enclosures  and internal
wiring.  We own the  designs  for  these  components  and can  source  them from
multiple  vendors in our  immediate  area or  throughout  the U.S.  Currently we
maintain  relationships  with a minimum of two alternate vendors for cabling and
sheet metal,  either of which can deliver  components  within standard  delivery
cycles. For both of these components we use vendors such as CTC, Advantage Sheet
Metal and Interface Technology. Although we maintain relationships with numerous
vendors for our  manufactured  products,  if we are unable to obtain third party
delivery and support on a timely and reliable basis,  our ability to provide our
product and services could be hindered.

                                       49



                                   NYFIX, INC.

        We rely on a number of third parties to supply software and systems,  as
well as equipment and related maintenance.  Our systems are built using a number
of commonly used technologies. As an example, we use systems from EMC, Sun Micro
Systems,  Oracle,  Sybase,  Veritas and  Microsoft.  Our products are subject to
potential defects in these third party  components.  Although we (as well as the
individual  vendors)  exercise  strict testing and  verification  of systems and
software, defects can cause disruptions of customer service. We have invested in
various  test  systems to make sure  supplier's  components  work as well as our
developed software.

        Since we depend on third parties to supply us with  underlying  software
and systems on a reliable,  timely basis,  we maintain  service and  maintenance
agreements  with all our main vendors.  We have standard  service  agreements at
different  levels,  depending  on how  critical  the  vendor's  system is to the
operation of our business.  For most systems we have a high level of redundancy,
which gives us less time  critical  dependency on a particular  vendor.  We have
service and maintenance agreements with all above-mentioned  vendors. Because of
the diversity in vendors, there is no dependence on a single vendor. However, if
we are  unable to obtain  third  party  support  and  delivery  on a timely  and
reliable  basis,  our  ability to perform  services  could be  hindered  and the
relationships we have with our customers could be harmed.

OUR PRODUCTS MAY SUFFER FROM DEFECTS OR ERRORS, WHICH MAY HARM OUR REPUTATION OR
SUBJECT US TO PRODUCT LIABILITY CLAIMS.

        The  products  we offer are  inherently  complex.  Despite  testing  and
quality control,  current versions, new versions or enhancements of our products
may contain errors. Any errors, slowdown or failure in our products may harm our
reputation  or subject us to product  liability  claims.  Significant  technical
challenges  also arise with our  products  because our  customers  purchase  and
integrate them with a number of third party computer  applications and software.
Such  integration  may not always be successful.  Any defects or errors that are
discovered after commercial release could result in the loss of revenue or delay
in market acceptance of our products. Moreover, we could face higher development
costs  if our  products  contain  undetected  errors,  or if we fail to meet our
customers'  expectations.  Although  we  maintain  general  liability  insurance
coverage,  this coverage may not continue to be available on reasonable terms or
at all. In addition, a product liability claim, whether or not successful, could
harm our business by increasing our costs and distracting our management.

WE MAY NOT BE ABLE TO PROTECT  OUR  INTELLECTUAL  PROPERTY  RIGHTS,  WHICH COULD
WEAKEN OUR COMPETITIVE POSITION, REDUCE OUR REVENUES AND INCREASE OUR COSTS.

        Our success and ability to compete are dependent to a significant degree
on our intellectual  property rights, which include our proprietary  technology,
trade secrets and client base. However,  no one patent,  trademark or other form
of intellectual property rights is critical to our business.

        Despite  our  efforts to protect our  proprietary  rights,  unauthorized
parties  may  attempt  to copy or  otherwise  obtain  and  use our  products  or
technology.  Monitoring  unauthorized  use of our products is  difficult  and we
cannot be certain that the steps we have taken will prevent  unauthorized use of
our technology, particularly in foreign countries where the laws may not protect
our  proprietary  rights as fully as in the U.S.. If competitors are able to use
our technology,  our ability to compete effectively could be harmed.  Litigation
may be necessary in the future to enforce our intellectual  property rights,  to
protect  our  trade  secrets,  to  determine  the  validity  and  scope  of  the
proprietary  rights of others,  or to defend against claims of  infringement  or
invalidity.  Litigation,  whether or not successful, could result in substantial
costs and diversions of resources.

        We may in the future receive  notices of claims of infringement of other
parties' proprietary rights. We cannot assure you that claims of infringement or
invalidity,  or claims for indemnification  resulting from infringement  claims,
will not be asserted or prosecuted against us. Any such claims,  with or without

                                       50




                                   NYFIX, INC.

merit, could be time consuming to defend,  result in costly  litigation,  divert
management's  attention  and  resources  or require us to enter into  royalty or
licensing  agreements.  We cannot  assure you that these  royalties  or licenses
would be available on reasonable terms, if at all.

CONDUCTING BUSINESS IN INTERNATIONAL MARKETS SUBJECTS US TO ADDITIONAL RISKS.

        For the years ended December 31, 2000, 2001 and 2002, approximately 11%,
15% and 5%,  respectively,  of our revenue was  derived  from our  international
operations.  Although we have recently relied less on international  revenue, we
believe it will be an important  component for our future success.  Thus, we are
subject to risks inherent in doing business in international markets, including:

        o    difficulties  in recruiting  and  retaining  personnel and managing
             international operations;

        o    a high degree of costs  associated with servicing  smaller national
             markets; and

        o    fluctuations in currency exchange rates.

        Any of the above could  affect the  profitability  of our  international
operations or hinder our ability to expand further internationally.

A DECLINE IN SUBSCRIPTION REVENUE, OUR LARGEST SOURCE OF REVENUE, OR TRANSACTION
REVENUE WOULD ADVERSELY AFFECT OUR PROFITABILITY.

        Subscription   revenue  is  our  most  significant  source  of  revenue.
Subscription  revenue is fixed based on a contractual period of time,  typically
one to three years,  and are not affected by trading volumes.  However,  trading
volumes do affect the  revenues of our  customers  and this could  affect  their
future  purchases of our  technology  and  services.  Pricing  pressures  due to
competition, failure to sign new agreements with customers because of reductions
in their new technology  spending,  and observed  consolidation in the financial
sector could affect our revenues and  profitability.  Our costs  associated with
supporting the  subscription  agreements are generally  fixed and thus a loss of
revenue would impact profitability.

        Transaction  revenue  has  been a  growing  component  of  our  revenue,
however,  there is no assurance we can continue to grow transaction  revenue. As
our costs to support  transaction  revenue  are  generally  fixed,  a decline in
revenue would directly impact our  profitability.  Several risk factors apply to
the analysis of the potential growth of transaction revenue.

        There is significant  competitive pressure brought on by a proliferation
of electronic execution  competitors.  There is the potential for changes in the
current U.S.  Market  Structure  that may make it difficult for the  transaction
business to compete with more traditional  broker-dealer  business  models.  For
example, the NYSE could establish limits on electronic access, or the NYSE could
create an electronic matching order engine of their own.

        Customer   demands  for  increased   bandwidth  and  speed  could  place
significant stress on our  infrastructure  requiring  continued  reinvestment in
hardware  and  software to keep pace with overall  business  growth.  We have no
current plans to transition from the subscription or  transaction-based  revenue
model due to general  acceptance of it in the  marketplace and the current trend
of recurring, predictable revenue recognition and cash flows.

THE SECURITIES BROKERAGE INDUSTRY IS SUBJECT TO EXTENSIVE GOVERNMENT REGULATION.
IF NYFIX  MILLENNIUM  OR NYFIX  TRANSACTION  SERVICES  FAIL TO COMPLY WITH THESE
REGULATIONS,  THEY MAY BE SUBJECT TO  DISCIPLINARY OR OTHER ACTION BY REGULATORY
ORGANIZATIONS.

        We are subject to extensive government  regulation and may be subject to
disciplinary  or other action by regulatory  organizations  if we fail to comply

                                       51



                                   NYFIX, INC.

with such regulation, which could increase our capital expenditures and decrease
our earnings.

        NYFIX Millennium and NYFIX Transaction Services are subject to extensive
regulation under both federal and state laws. In addition to these laws, we must
comply with rules of the Securities  and Exchange  Commission  (SEC),  including
Regulation ATS for NYFIX Millennium,  and The National Association of Securities
Dealers, Inc. (NASD), various stock exchanges,  state securities commissions and
other  regulatory   bodies  charged  with  safeguarding  the  integrity  of  the
securities  markets and other financial  markets and protecting the interests of
investors  participating in these markets.  As registered broker dealers,  NYFIX
Millennium and NYFIX  Transaction  Services are subject to numerous  regulations
covering the securities business, including:

        o    marketing practices;

        o    capital structure, including net capital requirements;

        o    record keeping; and

        o    conduct of directors, officers and employees.

        Any  failure  to comply  with  these  regulations  could  subject  NYFIX
Millennium and NYFIX  Transaction  Services to censure,  fines,  the issuance of
cease-and-desist  orders  or  the  suspension,  and/or  disqualification  of its
officers,  directors or employees. The fines, if material, could have an adverse
effect  on  our  earnings   because  it  could  greatly   increase  our  capital
expenditures.  If any of our employees were suspended or disqualified, we may be
unable to meet the needs of our clients or to solicit new  business.  This could
also have an adverse  effect on our earnings.  Furthermore,  any such  penalties
could  materially  harm our  reputation  in the  industry,  which  could  have a
long-term effect on our financial growth.

                                       52



                                   NYFIX, INC.

NYFIX  MILLENNIUM'S  AND  NYFIX  TRANSACTION   SERVICES'   COMPLIANCE  AND  RISK
MANAGEMENT METHODS MAY NOT BE EFFECTIVE.

        NYFIX  Millennium's and NYFIX  Transaction  Services'  ability to comply
with  regulations  depends  largely on the  establishment  and maintenance of an
effective  compliance  system,  as well as their  ability to attract  and retain
qualified compliance personnel.  NYFIX Millennium and NYFIX Transaction Services
could be subject to disciplinary  or other actions due to claimed  noncompliance
with  regulations  in the  future.  If a  claim  of  noncompliance  is made by a
regulatory  authority,  the efforts of the  management of NYFIX  Millennium  and
NYFIX  Transaction  Services  could be diverted to  responding to such claim and
NYFIX Millennium and NYFIX  Transaction  Services could be subject to a range of
possible  consequences,  including the payment of fines,  civil lawsuits and the
suspension of one or more portions of its business.  In addition,  their mode of
operation and profitability may be directly affected by:

        o    additional legislation;

        o    changes in rules  promulgated  by the SEC,  the NASD,  the Board of
             Governors  of  the  Federal  Reserve  System,   the  various  stock
             exchanges or other self-regulatory organizations; or

        o    changes in the  interpretation  or enforcement of existing laws and
             rules.

        In addition, NYFIX Millennium's status as a recognized ATS requires that
its trade  execution  and  communication  systems be able to handle  anticipated
present and future peak trading volumes.  If any of our systems become disabled,
the  ability  to  process  trades  and  handle  peak  trading  volumes  will  be
compromised.  The status of NYFIX Millennium as an SEC registered  broker-dealer
and NASD member is  conditioned,  in part,  on its ability to process and settle
trades.

TERRORIST  THREATS  AND  ATTACKS  AND THE  IRAQI  WAR HAVE  CREATED  SIGNIFICANT
INSTABILITY  AND  UNCERTAINTY IN THE FINANCIAL  MARKETPLACE TO WHICH WE SELL AND
MAY CREATE A MORE VOLATILE ENVIRONMENT.

        The terrorist attacks in the U.S. on September 11, 2001, the declaration
of war by the U.S.  against  terrorism  and the current war in Iraq have created
significant  instability and uncertainty in the financial  marketplace,  both in
the U.S.  and  globally.  Such  adverse  political  events may have a  continued
negative  impact on economic  conditions  in the financial  marketplace  and our
customers.  The  unfavorable  conditions  may  have  an  adverse  effect  on our
financial  operations  including,  but not limited to, our ability to expand the
market for our products,  enter into  strategic  relationships  and  effectively
compete.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        Market risk  generally  represents the risk of loss that may be expected
to result  from the  potential  change in value of a financial  instrument  as a
result of fluctuations in credit ratings of the issuer, equity prices,  interest
rates or foreign  currency  exchange rates.  We do not use derivative  financial
instruments for any purpose.

        We are exposed to market risk  principally  through  changes in interest
rates and equity prices.  Our short-term  investment  portfolio of $10.7 million
and $29.0 million at December 31, 2002 and 2001, respectively, consisted of $6.8
million and $9.0 million,  respectively,  of auction rate  certificates and $3.9
million and $20.0  million,  respectively,  of mutual fund  securities.  Risk is
limited on the auction rate  certificates  portfolio  due to the fact that it is
invested in insured  municipal  bonds of which no more than 5% of our  portfolio
can be invested in any one security issue. The potential  decrease in fair value
resulting from a hypothetical  10% change in interest rates for the auction rate
certificates would not be material to income, cash flows or fair value.

                                       53



                                   NYFIX, INC.

        The mutual fund securities  portfolio was invested in a quoted fund that
is  managed by an  institution  which  primarily  invests  in  investment  grade
securities,  with up to a maximum of 10% invested in high yield securities rated
B or higher.  These  securities  are subject to equity price risk. The estimated
potential loss in fair value  resulting from a hypothetical  10% decrease in the
quoted price is $0.4 million.

        We are also  subject to interest  rate risk on our $2.0 million of notes
receivable from  unconsolidated  affiliates at December 31, 2002. A hypothetical
10% change in interest rates would not result in a material change in their fair
value.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

        See  index  to  Financial  Statements  on  Page  F-1.  NYFIX  Millennium
financial  statements  for each of the years  ended  December  31, 2001 and 2000
immediately follow the Notes to Consolidated Financial Statements.

ITEM  9.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
          FINANCIAL DISCLOSURE

        Not applicable.

                                       54



                                   NYFIX, INC.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

        The  information  required  by  this  Item  is  incorporated  herein  by
reference to the Section  entitled  "Proposal No. 1 - Election of Directors" and
"Executive  Compensation"  in our Proxy  Statement  for the June 10, 2003 Annual
Meeting of Stockholders, which was filed with the SEC on April 30, 2003.

ITEM 11. EXECUTIVE COMPENSATION

        The  information  required  by  this  Item  is  incorporated  herein  by
reference  to  the  Section  entitled  "Executive  Compensation"  in  our  Proxy
Statement for the June 10, 2003 Annual Meeting of Stockholders,  which was filed
with the SEC on April 30, 2003.

ITEM 12.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
          RELATED STOCKHOLDER MATTERS

        The  information  required  by  this  Item  is  incorporated  herein  by
reference to the Section  entitled  "Security  Ownership" of our Proxy Statement
for the June 10, 2003 Annual Meeting of  Stockholders,  which was filed with the
SEC on April 30, 2003.  Information regarding securities authorized for issuance
under our  equity  compensation  plans is set  forth in Part II,  Item 5 of this
report.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        The  information  required  by  this  Item  is  incorporated  herein  by
reference  to  the  Section   entitled   "Certain   Relationships   and  Related
Transactions"  in our Proxy  Statement  for the June 10, 2003 Annual  Meeting of
Stockholders, which was filed with the SEC on April 30, 2003.

ITEM 14. CONTROLS AND PROCEDURES

        Based on an evaluation of the  effectiveness of the design and operation
of our disclosure controls and procedures, our Chief Executive Officer and Chief
Financial  Officer  concluded  that, as of the end of the period covered by this
report,  our disclosure  controls and  procedures  were effective to ensure that
information  required to be  disclosed  in our Exchange Act reports is recorded,
processed,  summarized  and reported  within the time  periods  specified in the
SEC's rules and forms.

        On May 27, 2004, we restated the consolidated  financial statements that
appear in this Form 10-K/A.  The  restatement  relates to our accounting for our
1999 and 2001  investments in and 2002 acquisition of an additional 30% interest
in NYFIX  Millennium.  Based on an evaluation of the effectiveness of the design
and  operation of our  disclosure  controls and  procedures,  in light of, among
other things, the facts and circumstances of our May 27, 2004 restatement of our
financial  statements,  our Chief Executive  Officer and Chief Financial Officer
concluded  that,  as of the  end of the  period  covered  by  this  report,  our
disclosure  controls and procedures  were  effective to ensure that  information
required to be disclosed  in our  Exchange  Act reports is recorded,  processed,
summarized and reported within the time periods specified in the SEC's rules and
forms.

        In  light  of  our   determination  on  May  27,  2004  to  restate  our
consolidated   financial  statements  that  appear  in  this  Form  10-Q/A,  our
management   directed   that  steps  be  taken  to  review  the   operation  and
effectiveness  of our  internal  controls  and  procedures  with  respect to our
accounting for investment and acquisition transactions.

                                       55




                                   NYFIX, INC.

                                     PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) DOCUMENTS FILED AS PART OF THIS REPORT

            (1) Financial Statements

                   See index to Financial Statements on Page F-1.

            (2) Financial Statement Schedules

                   Schedule II - Valuation and Qualifying Accounts - see Note 18
            in the Notes to Consolidated Financial Statements.

                   NYFIX Millennium,  L.L.C.  financial  statements for the year
            ended  December  31,  2001 and NYFIX  Millennium,  L.L.C.  financial
            statements for the year ended December 31, 2000  immediately  follow
            the Notes to Consolidated Financial Statements.

                   Other supplemental schedules are omitted because they are not
            required,  inapplicable or the required  information is shown in the
            consolidated financial statements or notes thereto.

            (3) Exhibits

            3.1      Composite  Certificate of  Incorporation of the Registrant.
                     Incorporated  herein by  reference  from Exhibit 3.1 to the
                     Registrant's Form S-3 filed June 1, 2001.
            3.2      By-Laws of the Registrant. Incorporated herein by reference
                     from Exhibit 3.2 to the Registrant's Form 10 filed March 5,
                     1993. ("Form 10")
            4.1      Rights Agreement between Chase Mellon Shareholder Services,
                     L.L.C.  (now  known as Mellon  Investor  Services)  and the
                     Registrant dated September 1, 1997.  Incorporated herein by
                     reference from Exhibit 2 to the  Registrant's  registration
                     statement on Form 8-A12B filed September 10, 1997.
            4.2      First  Amendment to Rights  Agreement  between Chase Mellon
                     Shareholder Services,  L.L.C. (now known as Mellon Investor
                     Services)  and  the  Registrant  dated  October  25,  1999.
                     Incorporated  herein  by  reference  from  Exhibit 3 to the
                     Registrant's  registration statement on Form 8-A12B/A filed
                     November 3, 1999.
           10.1      Limited  Liability  Company  Operating  Agreement  of NYFIX
                     Millennium,  L.L.C.  Incorporated  herein by reference from
                     Exhibit 10.4 to the Registrant's Annual Report on Form 10-K
                     for the year ended December 31, 1999.
           10.2      Amendments  to  Operating  Agreement  of NYFIX  Millennium,
                     L.L.C.  as of  November  1,  2000.  Incorporated  herein by
                     reference  from  Exhibit  2.2 to the  Registrant's  Current
                     Report on Form 8-K/A filed April 17, 2002.
           10.3      Agreement   and  Plan  of  Merger  among  the   Registrant,
                     NYOlympus, Inc. and Javelin Technologies, Inc., dated as of
                     March  12,  2002.  Incorporated  herein by  reference  from
                     Exhibit 2.1 to the Registrant's  Current Report on Form 8-K
                     filed April 15, 2002 ("Javelin 8-K").

                                       56



                                  NYFIX, INC.

           10.4      Amendment  No. 1 to Agreement  and Plan of Merger among the
                     Registrant, NYOlympus, Inc. and Javelin Technologies, Inc.,
                     dated  as  of  March  20,  2002.   Incorporated  herein  by
                     reference from Exhibit 2.2 of Javelin 8-K.
           10.5      Amendment  No. 2 to Agreement  and Plan of Merger among the
                     Registrant, NYOlympus, Inc. and Javelin Technologies, Inc.,
                     dated  as  of  March  26,  2002.   Incorporated  herein  by
                     reference from Exhibit 2.3 of Javelin 8-K.
           10.6      Employment  Agreement  between  Peter  K.  Hansen  and  the
                     Registrant  dated  June 24,  1991.  Incorporated  herein by
                     reference from Exhibit 3.2 of Form 10.
           10.7      Amended and Restated  1991  Incentive  Stock Option Plan of
                     NYFIX, Inc.  Incorporated  herein by reference from Exhibit
                     10.3 to the  Registrant's  Annual Report on Form 10-KSB for
                     the year ended December 31, 1996.
           10.8      Amendment No. 1 to Amended and Restated 1991  Incentive and
                     Nonqualified  Stock  Option  Plan.  Incorporated  herein by
                     reference  from  Exhibit  10.4 to the  Registrant's  Annual
                     Report on Form 10-K for the year ended  December  31,  2000
                     ("2000 10-K").
           10.9      Amendment No. 2 to Amended and Restated 1991  Incentive and
                     Nonqualified  Stock  Option  Plan.  Incorporated  herein by
                     reference from Exhibit 10.5 to 2000 10-K.
          10.10      NYFIX, Inc. 2001 Stock Option Plan.  Incorporated herein by
                     reference from Exhibit 10.1 to the  Registrant's  Quarterly
                     Report on Form 10-Q for the period ended June 30, 2001.
          10.11      Amendment  No. 1 to NYFIX,  Inc.  2001 Stock  Option  Plan.
                     Incorporated  herein by reference from Exhibit 10.11 to the
                     Registrant's  Annual Report on Form 10-K for the year ended
                     December 31, 2002 ("2002 10-K").
          10.12      Subordinated  Loan  Agreement  for  Equity  Capital,  dated
                     October  30,  2001,   between  the   Registrant  and  NYFIX
                     Millennium,  L.L.C.  Incorporated  herein by reference from
                     Exhibit 10.1 to the  Registrant's  Form 8-K filed  February
                     14, 2002.
          10.13      Purchase  Agreement,  dated as of October 2, 2002,  between
                     Edward   Brandman,   Daniel  Ryan,  Ken  DeGiglio  and  the
                     Registrant.  Incorporated  herein by reference from Exhibit
                     10.13 to 2002 10-K.
          10.14      Convertible   Secured   Promissory  Note  from  Renaissance
                     Trading  Technologies,  LLC to the Registrant,  dated as of
                     October 2, 2002, in the  principal  amount of $1.5 million.
                     Incorporated herein by reference from Exhibit 10.14 to 2002
                     10-K.
          10.15      Amended and Restated Limited  Liability  Company  Operating
                     Agreement  of  Renaissance   Trading   Technologies,   LLC.
                     Incorporated herein by reference from Exhibit 10.15 to 2002
                     10-K.
          10.16      Employment  Agreement between Lars Kragh and the Registrant
                     dated  January 1, 2003.  Incorporated  herein by  reference
                     from Exhibit 10.16 to 2002 10-K.
          10.17      Employment   Agreement   between   Mark  R.  Hahn  and  the
                     Registrant  dated January 1, 2003.  Incorporated  herein by
                     reference from Exhibit 10.17 to 2002 10-K.

                                       57



                                  NYFIX, INC.

          10.18      Employment  Agreement  between  Robert  C.  Gasser  and the
                     Registrant dated September 21, 2001. Incorporated herein by
                     reference from Exhibit 10.18 to 2002 10-K.
          21.1       Subsidiaries  of the Registrant
          23.1       Consent  of  Deloitte  & Touche  LLP
          23.2       Consent of  Deloitte  & Touche  LLP
          24.1       Power of  Attorney (see signature page)
          31.1       Certification  of  Chief  Executive   Officer  pursuant  to
                     Section 302 of the Sarbanes-Oxley Act of 2002
          31.2       Certification  of  Chief  Financial   Officer  pursuant  to
                     Section 302 of the Sarbanes-Oxley Act of 2002
          32.1       Certification  of  Chief  Executive   Officer  pursuant  to
                     Section 906 of the Sarbanes-Oxley Act of 2002
          32.2       Certification  of  Chief  Financial   Officer  pursuant  to
                     Section 906 of the Sarbanes-Oxley Act of 2002

           ------------------------

(b) REPORTS ON FORM 8-K

        None.

(c) EXHIBITS

        See in Item 15(a)3.

(d) FINANCIAL STATEMENT SCHEDULES

        See in Item 15(a)2.

                                       58


                                  NYFIX, INC.


                                   SIGNATURES

        Pursuant to the  requirements  of Section 13 or 15(d) of the  Securities
Exchange Act of 1934,  the  Registrant  has caused this report to be signed this
28th  day  of May  2004  on  our  behalf  by  the  undersigned,  thereunto  duly
authorized.

                                             NYFIX, INC.

                                             By: /s/ Peter Kilbinger Hansen
                                                 ------------------------------
                                                 Peter Kilbinger Hansen
                                                 Chairman of the Board
                                                    and President
                                                 (Chief Executive Officer)

                                POWER OF ATTORNEY

        NYFIX,  Inc.  and  each  of the  undersigned  do  hereby  appoint  Peter
Kilbinger  Hansen and Mark R. Hahn, and each of them severally,  its or his true
and lawful attorney to execute on behalf of NYFIX,  Inc. and the undersigned any
and all  amendments  to this  Annual  Report on Form 10-K/A and to file the same
with all exhibits thereto and other documents in connection therewith,  with the
Securities and Exchange Commission;  each of such attorneys shall have the power
to act hereunder with or without the other.

        Pursuant to the  requirements  of the  Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities and on the dates indicated.

/s/ Peter Kilbinger Hansen       Chairman of the Board and President    May 28, 2004
--------------------------       (Principal Executive Officer)
Peter Kilbinger Hansen

/s/ Mark R. Hahn                 Chief Financial Officer and Secretary  May 28, 2004
----------------                 (Principal Financial Officer and
Mark R. Hahn                     Principal Accounting Officer)

/s/ William C. Jennings          Director                               May 28, 2004
-----------------------
William C. Jennings

       *                         Director                               May 28, 2004
--------------------------
George O. Deehan

       *                         Director                               May 28, 2004
--------------------------
William J. Lynch

       *                         Director                               May 28, 2004
--------------------------
Carl E. Warden

* By: /s/ Peter Kilbinger Hansen
      --------------------------------
Peter Kilbinger Hansen
Attorney-in-Fact

                                       59




                          INDEX TO FINANCIAL STATEMENTS



                                                                           Page
                                                                           ----

Report of Independent Registered Public Accounting Firm................... F-2

Consolidated Financial Statements:

   Consolidated Balance Sheets at December 31, 2002 and 2001 (Restated)... F-3

   Consolidated Statements of Operations for the Years Ended
        December 31, 2002, 2001 and 2000  (Restated)...................... F-4

   Consolidated Statements of Stockholders' Equity and Comprehensive
        Income (Loss) for the Years Ended December 31, 2002, 2001
        and 2000  (Restated).............................................. F-5

   Consolidated Statements of Cash Flows for the Years Ended
        December 31, 2002, 2001 and 2000  (Restated)...................... F-6

Notes to Consolidated Financial Statements................................ F-7

                                      F-1




                        REPORT OF INDEPENDENT REGISTERED
                             PUBLIC ACCOUNTING FIRM


To the Board of Directors and
Stockholders of NYFIX, Inc.


        We have audited the accompanying  consolidated  balance sheets of NYFIX,
Inc. at December 31, 2002 and 2001, and the related  consolidated  statements of
operations, stockholders' equity and comprehensive income (loss), and cash flows
for each of the  three  years in the  period  ended  December  31,  2002.  These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

        We  conducted  our audits in  accordance  with  standards  of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management  as  well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

        In our opinion,  such consolidated  financial statements present fairly,
in all material respects,  the financial position of NYFIX, Inc. at December 31,
2002 and 2001,  and the results of its operations and its cash flows for each of
the three  years in the  period  ended  December  31,  2002 in  conformity  with
accounting principles generally accepted in the United States of America.

        As discussed in Note 2 to the  consolidated  financial  statements,  the
accompanying consolidated financial statements have been restated.



                                                DELOITTE & TOUCHE LLP


Stamford, Connecticut
February 24, 2003
(May 27, 2004 as to the effects of the restatement discussed in Note 2)

                                      F-2




                                   NYFIX, INC.
                           CONSOLIDATED BALANCE SHEETS
               (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

                                                                                        DECEMBER 31,
                                                                                  ---------------------------
                                                                                     2002           2001
                                                                                  ----------     ------------
ASSETS                                                                            (AS RESTATED - SEE NOTE 2)
                                                                                  --------------------------
Current assets:
   Cash and cash equivalents                                                      $  11,213      $   4,968
   Short-term investments                                                            10,727         28,974
   Accounts receivable, less allowances of $1,207 and $511                           16,601         12,949
   Inventory, net                                                                     1,098          1,599
   Due from unconsolidated affiliates                                                   537          5,222
   Deferred income taxes                                                                590            443
   Prepaid expenses and other                                                         2,938          2,139
                                                                                  ---------      ---------
       Total current assets                                                          43,704         56,294
Property and equipment, net                                                          18,186         14,366
Goodwill                                                                             49,261             34
Acquired intangible assets, net                                                       9,404          4,600
Investments in unconsolidated affiliates                                              5,510          3,879
Notes receivable from unconsolidated affiliates                                       1,519          6,043
Other amounts due from unconsolidated affiliates                                      1,002           --
Deferred income taxes                                                                12,879          7,046
Other assets                                                                          5,150          3,987
                                                                                  ---------      ---------
       Total assets                                                               $ 146,615      $  96,249
                                                                                  =========      =========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable                                                               $   3,729      $   3,848
   Accrued expenses                                                                   5,360          3,530
   Current portion of capital lease obligations                                       1,089            952
   Deferred revenue                                                                   2,561            451
   Other current liabilities                                                            142           --
                                                                                  ---------      ---------
       Total current liabilities                                                     12,881          8,781
Long-term portion of capital lease obligations                                          664            549
Other long-term liabilities                                                             207           --
                                                                                  ---------      ---------
       Total liabilities                                                             13,752          9,330
                                                                                  ---------      ---------
Commitments and contingencies (See Notes)
Stockholders' equity:
   Preferred stock, $1.00 par value; 5,000,000 shares authorized; none issued          --             --
   Common stock, $0.001 par value; 60,000,000 shares authorized;
   32,420,558 and 28,869,800 issued                                                      32             29
   Additional paid-in capital                                                       178,818        127,969
   Accumulated deficit                                                              (26,397)       (21,352)
   Treasury stock, 1,301,300 shares, at cost                                        (19,100)       (19,100)
   Due from officers                                                                   (597)          (592)
   Accumulated other comprehensive income (loss)                                        107            (35)
                                                                                  ---------      ---------
       Total stockholders' equity                                                   132,863         86,919
                                                                                  ---------      ---------
       Total liabilities and stockholders' equity                                 $ 146,615      $  96,249
                                                                                  =========      =========

          The accompanying notes to consolidated financial statements
                   are an integral part of these statements.

                                      F-3



                                     NYFIX, Inc.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

                                                                                           YEAR ENDED DECEMBER 31,
                                                                                   -------------------------------------
                                                                                      2002         2001          2000
                                                                                   ---------     ----------    ---------
                                                                                        (AS RESTATED - SEE NOTE 2)
                                                                                   -------------------------------------
REVENUE:
   Subscription                                                                     $ 31,715      $ 28,955      $ 15,955
   Sale                                                                                8,517         8,123         5,089
   Service contract                                                                    8,471         4,319         2,936
   Transaction                                                                         7,109          --            --
                                                                                    --------      --------      --------
        Total revenue                                                                 55,812        41,397        23,980
                                                                                    --------      --------      --------

COST OF REVENUE:
    Subscription                                                                      16,105        12,027         7,557
    Sale                                                                               2,072           894           670
    Service contract                                                                   1,918         1,239           675
    Transaction                                                                        6,615          --            --
                                                                                    --------      --------      --------
       Total cost of revenue                                                          26,710        14,160         8,902
                                                                                    --------      --------      --------

GROSS PROFIT:
    Subscription                                                                      15,610        16,928         8,398
    Sale                                                                               6,445         7,229         4,419
    Service contract                                                                   6,553         3,080         2,261
    Transaction                                                                          494          --            --
                                                                                    --------      --------      --------
        Total gross profit                                                            29,102        27,237        15,078
                                                                                    --------      --------      --------

OPERATING EXPENSE:
    Selling, general and administrative                                               29,884        12,239        12,355
    Research and development                                                           1,386           452         1,642
    Equity in loss of NYFIX Millennium                                                 1,340        11,550         1,736
    Depreciation and amortization                                                      4,870         1,406           867
                                                                                    --------      --------      --------
        Total operating expense                                                       37,480        25,647        16,600
                                                                                    --------      --------      --------
(Loss) income from operations                                                         (8,378)        1,590        (1,522)


Interest expense                                                                        (262)         (343)         (333)
Investment income                                                                        628           737           783
Other expense                                                                           (621)          (14)          (20)
                                                                                    --------      --------      --------
(Loss) income before income tax (benefit) provision                                   (8,633)        1,970        (1,092)
Income tax (benefit) provision                                                        (3,588)        5,427        (6,097)
                                                                                    --------      --------      --------
Net (loss) income                                                                   $ (5,045)     $ (3,457)     $  5,005
                                                                                    ========      ========      ========

(Loss) income per common share - basic and diluted
   Basic                                                                            $  (0.17)     $  (0.13)     $   0.20
                                                                                    ========      ========      ========
   Diluted                                                                          $  (0.17)     $  (0.13)     $   0.19
                                                                                    ========      ========      ========

Weighted average common shares outstanding:
   Basic                                                                              30,126        26,784        24,480
                                                                                    ========      ========      ========
   Diluted                                                                            30,126        26,784        26,425
                                                                                    ========      ========      ========

                The accompanying notes to consolidated financial
              statements are an integral part of these statements.

                                      F-4



                                                             NYFIX, INC.
                          CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME (LOSS)
                                                     (AS RESTATED - SEE NOTE 2)
                                                (IN THOUSANDS, EXCEPT SHARE AMOUNTS)

                                           Common stock issued
                                          ---------------------      Additional      Accumulated       Treasury     Due from
                                            Shares    Par value    paid-in-capital     deficit          stock       officers
                                          ----------  ---------    ---------------   ------------    -----------   -----------
Balance January 1, 2000, as
  previously reported                     23,854,837  $      24    $       35,863    $    (5,370)    $      --     ($      32)
Prior period adjustments                        --           --            17,071        (17,530)           --             --
                                          ----------  ---------    --------------    -----------     -----------    -----------
Balance January 1, 2000, as restated      23,854,837         24            52,934        (22,900)           --           (632)
Net income and
  comprehensive income, as restated             --           --              --            5,005            --             --
Payment for fractional shares                   --           --                (4)          --              --             --
Exercise of stock options and warrants     1,254,713          1             3,988           --              --             --
Advances to officers, net                       --           --              --             --              --            (30)
Issuance of warrants                            --           --                76           --              --             --
Tax benefit from exercise of
  stock options                                 --           --             2,635           --              --             --
                                          ----------   --------       -----------    ----------      -----------    -----------
Balance December 31, 2000                 25,109,550         25            59,629       (17,895)            --           (662)
Comprehensive loss:
  Net loss, as restated                         --           --              --          (3,457)            --             --
  Net unrealized loss on
  available-for-sale securities                 --           --              --             --              --             --

    Total comprehensive loss

Exercise of stock options                    384,250         --             2,223           --              --             --
Issuance of common stock                   3,376,000          4            65,661           --              --             --
Issuance of warrants                            --                             44           --              --             --
Payments from officers, net                     --           --              --             --              --             70
Purchase of treasury stock
   (1,301,300 shares)                           --           --              --             --          (19,100)           --
Tax benefit from exercise of
  stock options                                 --           --               412           --              --             --
                                          ----------   --------    --------------    ----------     -----------    ----------
Balance December 31, 2001                 28,869,800         29           127,969       (21,352)        (19,100)         (592)
Comprehensive loss:
  Net loss, restated                            --           --              --          (5,045)            --             --
  Net unrealized gain on
  available-for-sale securities                 --           --              --             --              --             --

    Total comprehensive loss

Exercise of stock options                    169,612         --               477           --              --             --
Issuance of common stock                   3,381,146          3            50,272           --              --             --
Advances to officers, net                       --           --              --             --              --             (5)
Tax benefit from exercise of
  stock options                                 --           --               100           --              --             --
                                          ----------   --------    --------------    -----------   -----------    -----------
Balance December 31, 2002                 32,420,558    $    32    $      178,818    $   (26,397)  $   (19,100)   $      (597)
                                          ===========   =======    ==============    ===========   ===========    ===========



                                          Accumulated other       Total
                                            comprehensive       stockholder
                                            income (loss)         equity
                                          ----------------    --------------
Balance January 1, 2000, as               $            --     $       29,885
  previously reported
Prior period adjustments                               --               (459)
                                          ---------------      -------------
Balance January 1, 2000, as restated                   --             29,426
Net income and
  comprehensive income, as restated                    --              5,005
Payment for fractional shares                          --                 (4)
Exercise of stock options and warrants                 --              3,989
Advances to officers, net                              --                (30)
Issuance of warrants                                   --                 76
Tax benefit from exercise of
  stock options                                        --              2,635
                                          ---------------      -------------
Balance December 31, 2000                              --             41,097
Comprehensive loss:
  Net loss, as restated                                --             (3,457)
  Net unrealized loss on
  available-for-sale securities                       (35)               (35)
                                                                ------------
    Total comprehensive loss                                          (3,492)
                                                                ------------
Exercise of stock options                              --              2,223
Issuance of common stock                               --             65,665
Issuance of warrants                                   --                 44
Payments from officers, net                            --                 70
Purchase of treasury stock
   (1,301,300 shares)                                  --            (19,100)
Tax benefit from exercise of
  stock options                                        --                412
                                           --------------       ------------
Balance December 31, 2001                             (35)            86,919
Comprehensive loss:                                                       --
  Net loss, restated                                   --             (5,045)
  Net unrealized gain on
  available-for-sale securities                       142                142
                                                                ------------
    Total comprehensive loss                                          (4,903)
                                                                ------------
Exercise of stock options                              --                477
Issuance of common stock                               --             50,275
Advances to officers, net                              --                 (5)
Tax benefit from exercise of
  stock options                                        --                100
                                           --------------       ------------
Balance December 31, 2002                  $          107       $    132,863
                                          ===============       ============


           The accompanying notes to consolidated financial statements
                    are an integral part of these statements.

                                      F-5





                                  NYFIX, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)

                                                                             Year Ended December 31,
                                                                      --------------------------------------
                                                                      --------------------------------------
                                                                        2002           2001            2000
                                                                           (As Restated - See Note 2)
Cash flows from operating activities:
   Net loss (income)                                                  $ (5,045)     $ (3,457)     $  5,005
   Adjustments to reconcile net loss (income) to net cash
      provided by operating activities:
        Depreciation and amortization                                   11,661         6,465         3,999
        Deferred income taxes                                           (2,540)        1,473        (7,283)
        Provision for bad debts                                          1,146           233           416
        Equity in loss of unconsolidated affiliates                      1,952        11,550         1,736
        Changes in assets and liabilities (net of business
          acquisitions):
          Accounts receivable                                             (703)       (1,124)       (5,385)
          Inventory                                                        501           143          (439)
          Prepaid expenses and other                                      (697)       (1,292)         (329)
          Deferred revenue                                                (598)       (5,696)        2,969
          Accounts payable, accrued expenses and other
           liabilities                                                  (1,567)        2,286         6,533
          Other, net                                                       (13)           (1)           49
                                                                      --------      --------      --------
             Net cash provided by operating activities                   4,097        10,580         7,271
                                                                      --------      --------      --------
Cash flows from investing activities:
   Purchases of short-term investments                                 (10,631)      (91,183)      (12,759)
   Proceeds from sales of short-term investments                        32,992        62,150         2,000
   Capital expenditures for property and equipment                      (4,566)       (7,121)       (8,421)
   Capitalization of product enhancement costs and other                (2,829)       (2,744)       (2,180)
   Proceeds from sale of equipment                                         387          --            --
   Payments for acquisitions, net of cash acquired                      (6,795)         --            --
   Investments in unconsolidated affiiliates                            (5,000)       (8,000)         --
   Loans and advances to unconsolidated affiiliates, net of
     repayments                                                           (324)       (9,194)       (1,213)
   (Advances to) payments from officers                                   (371)           72            (4)
                                                                      --------      --------      --------
            Net cash provided by (used in) investing activities          2,863       (56,020)      (22,577)
                                                                      --------      --------      --------
Cash flows from financing activities:
   Principal payments under capital lease obligations                   (1,192)         (846)         (200)
   Repayment of borrowings                                                --          (2,000)         (500)
   Purchases of treasury stock                                            --         (19,100)         --
   Proceeds from issuance of common stock to purchase option              --           8,000          --
   Net proceeds from issuance of common stock                              477        59,487         3,986
                                                                      --------      --------      --------
            Net cash (used in) provided by financing activities           (715)       45,541         3,286
                                                                      --------      --------      --------
Net increase (decrease) in cash and cash equivalents                     6,245           101       (12,020)
Cash and cash equivalents, beginning of year                             4,968         4,867        16,887
                                                                      --------      --------      --------
Cash and cash equivalents, end of year                                $ 11,213      $  4,968      $  4,867
                                                                      ========      ========      ========

                The accompanying notes to consolidated financial
              statements are an integral part of these statements.

                                      F-6




                                   NYFIX, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -CONTINUED

1.     BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS

        NYFIX, Inc., (together with its subsidiaries, the "Company"), founded in
1991,  provides  electronic  trading  technology  infrastructure  and  execution
services to the  professional  trading  segment of the brokerage  industry.  The
Company's  products and services  automate  institutional  trading  workflows by
streamlining data entry and seamlessly  integrate electronic order and execution
handling.  The Company  offers a complete  electronic  desktop order  management
solution, stationary and wireless handheld exchange floor technology, and a high
volume trade execution platform. The Company's products deliver straight through
processing for front,  middle and back office trade  information  handling.  The
Company  delivers its products mainly as a service bureau offering and maintains
an  extensive  data  center  with a network  of  electronic  circuits  that link
industry   participants   together  and  provide  access  to  the  domestic  and
international  equities  and  derivatives  markets.  Headquartered  in Stamford,
Connecticut,  the  Company  has  additional  offices in New York  City,  London,
Chicago and San Francisco.

PRINCIPLES OF CONSOLIDATION

        The accompanying  consolidated financial statements include the accounts
of  NYFIX,  Inc.  and its  majority-owned  and  wholly-owned  subsidiaries.  All
significant  intercompany  balances and  transactions  have been  eliminated  in
consolidation.

        From  October  1999 to  November  2000,  the  Company  consolidated  the
financial statements of NYFIX Millennium, L.L.C. ("NYFIX Millennium"),  see Note
5, and  recorded  100% of NYFIX  Millennium's  operating  losses as the  Company
controlled NYFIX  Millennium's  Board of Directors.  Effective November 1, 2000,
the Company no longer  controlled  the NYFIX  Millennium  Board of Directors and
accounted for its investment in NYFIX Millennium under the equity method.  Since
the Company was the only investor with a substantive economic investment or risk
of  investment  in  NYFIX  Millennium,   the  Company  absorbed  100%  of  NYFIX
Millennium's  operating losses as an operating expense. On February 1, 2002, the
Company  acquired an  additional  30%  ownership  interest  in NYFIX  Millennium
resulting in total ownership  interest of 80% and regained  control of the NYFIX
Millennium Board of Directors.  Effective on that date, the Company consolidated
the  financial  statements  of NYFIX  Millennium  and  recognized  100% of NYFIX
Millennium's operating losses.

        The  Company's  ownership of EuroLink  Network,  Inc.  ("EuroLink")  and
Renaissance Trading Technologies, LLC ("Renaissance") is accounted for under the
equity  method,  since the  Company  has the  ability  to  exercise  significant
influence over the operating and financial policies of those companies.

USE OF ESTIMATES

        The  preparation of financial  statements in conformity  with accounting
principles   generally  accepted  in  the  United  States  of  America  requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities,  the disclosure of contingent  assets and liabilities at
the dates of the consolidated  financial  statements and the reported amounts of
revenue and expense during the reporting  periods in the consolidated  financial
statements and accompanying  notes. The estimates include the  collectibility of
accounts receivable,  the use and recoverability of inventory,  the useful lives
of tangible and  intangible  assets and the  realization of deferred tax assets,
among  others.  The markets for the  Company's  products  are  characterized  by
intense competition,  rapid technological development and pricing pressures, all
of  which  could  affect  the  future  realizability  of the  Company's  assets.

                                      F-7



                                   NYFIX, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -CONTINUED


Estimates and assumptions are reviewed periodically and the effects of revisions
are reflected in the  consolidated  financial  statements in the period they are
determined to be necessary. Actual results could differ from those estimates.

RECLASSIFICATIONS

        Certain   reclassifications   have  been   made  in  the  prior   years'
consolidated financial statements to conform to the current year's presentation.
In connection  therewith,  the Company  reclassified certain operating expenses,
primarily related to the Company's data center operations, totaling $4.8 million
and $2.5 million to cost of revenue for the 2001 and 2000, respectively.

REVENUE RECOGNITION

        The  Company's  revenue is  comprised  of  subscription,  sale,  service
contract, and transaction components.

        Subscription   revenue  contracts  are  generally  for  leasing  of  the
Company's equipment and use of its NYFIX Network, with an initial term of one to
three years with automatic  renewal  periods  unless the Company  receives prior
notice of cancellation. Under the terms of the subscription contracts, customers
are typically  invoiced a flat periodic  charge after initial  installation  and
acceptance.  Revenue  related to these  contracts is recognized over the initial
term of the contract on a straight-line  basis. The Company also includes within
its subscription revenue, telecommunication and other charges, which the Company
provides  to the  customer  at  cost  plus a  normal  profit.  Such  revenue  is
recognized  as the  services  are  provided.  As the  Company  has no history of
significant   cancellations,   the  Company   does  not  record  a  reserve  for
cancellations.

        Sale  revenue,  which is  comprised  of software  and capital  equipment
sales,  is  recognized  when the  software and  equipment  have been shipped and
accepted  by the  customer  and when other  contractual  obligations,  including
installation if applicable,  have been satisfied and collection of the resulting
receivable is reasonably  assured.  As the Company has no history of significant
sales  returns,  the  Company  does not record a reserve  for sales  returns and
allowances.

        Service contract  revenue,  which is comprised of maintenance  contracts
for  subscription  equipment and software and capital  equipment,  is recognized
over the  contract  period  on a  straight-line  basis.  Service  contracts  for
subscription equipment are generally co-terminus with the subscription contract.
Service  contracts  for  software and capital  equipment  are  generally  for an
initial  term of one year with  automatic  renewal  periods  unless the  Company
receives prior notice of cancellation.

        Transaction  revenue  contracts  provide for  transaction  or  execution
services,  which are  comprised of a usage or  transaction-based  fee for trades
executed through the Company's broker-dealer operations. Revenue on contracts is
generally  invoiced  in  arrears  and  recognized  in the  period in which it is
earned.  The  Company   periodically   enters  into  contracts,   which  include
subscription equipment and telecommunication charges to be invoiced at a minimum
transaction-based  fee.  The  Company  accounts  for  these  contracts  as  both
subscription  revenue,  for its minimum fee, and  transaction  revenue,  for the
amount  earned in excess of its minimum fee. The Company  values the minimum fee
as the fair value of similar subscription equipment leased and telecommunication
charges provided to similar customers.

        Certain   subscription  and  service  contract  agreements  provide  for
invoicing  in advance  of the  service  being  performed,  generally  quarterly.
Revenue on contracts  invoiced in advance is deferred and  recognized as revenue

                                      F-8



                                   NYFIX, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -CONTINUED


over the period earned and is included in "deferred revenue" in the accompanying
consolidated  balance sheets.  Shipping,  handling and installation  charges, if
any,  are  generally  invoiced to a customer  and are  included in revenue  upon
completion of the installation.

        The Company  periodically enters into arrangements that include multiple
deliverables,  which  typically  consist  of the sale of  software  and  capital
equipment with additional services,  such as installation,  training and service
among others. Services provided subsequent to initial delivery and installations
are typically invoiced  separately.  The Company accounts for each element of an
arrangement with multiple deliverables separately. The arrangement consideration
is allocated to each element  based on the relative fair values of each element.
Vendor  specific  objective  evidence  for fair value of services  is  primarily
determined by reference to renewal pricing.

COST AND EXPENSE

        Inbound freight charges are included in inventory. When the inventory is
sold, the cost of inventory,  including the inbound freight charges, is relieved
and charged to cost of revenue.  When the inventory is leased on a  subscription
basis, the cost of inventory, including the inbound freight charges, is relieved
and transferred to a subscription and service bureau equipment  account included
within "property and equipment,  net" in the accompanying  consolidated  balance
sheets. The cost of the leased subscription and service bureau equipment is then
depreciated  over the estimated  useful life of the equipment.  The depreciation
expense related to this equipment is included in cost of subscription revenue in
the accompanying consolidated statements of operations.

        The Company  operates  data  centers  where it maintains  equipment  and
infrastructure  to support  its  operations.  Telecommunication  and other costs
incurred  on behalf of its  customers  and costs to maintain  the data  centers,
including  depreciation and amortization of assets utilized by the data centers,
are recognized as either a cost of subscription or cost of transaction  revenue,
as appropriate.

        Research and  development  costs are  expensed as incurred.  These costs
consist  primarily of salaries and related costs for  technical and  programming
personnel.  Research and development expense was $1.4 million, $0.5 million, and
$4.2 million for the years ended December 31, 2002, 2001 and 2000, respectively.

        The Company expenses advertising costs as incurred.  Advertising expense
was $1.0 million,  $0.2 million,  and $0.2 million for the years ended  December
31, 2002, 2001 and 2000, respectively.

CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS

        The  Company  considers  all highly  liquid  investments  with  original
maturities  of  three  months  or  less  to  be  cash  equivalents.   Short-term
investments  consist  of  auction  rate  certificates  and  mutual  funds.  Such
investments  are stated at fair value as determined by the most recently  traded
price of each  security at the  balance  sheet date.  The  Company's  short-term
investments are classified as available-for-sale securities under the provisions
of Statement of Financial  Accounting Standards ("SFAS") No. 115, ACCOUNTING FOR
CERTAIN INVESTMENTS IN DEBT AND EQUITY SECURITIES.

        Management determines the appropriate  classification of its investments
in debt and equity  securities  at the time of  purchase  and  reevaluates  such
determinations  at each balance sheet date.  Available-for-sale  securities  are
carried at fair value, with the unrealized gains or losses, net of tax, reported
as  other   comprehensive   income  (loss)  and  as  a  separate   component  of
stockholders'   equity.  Sales  of  securities  are  recorded  by  the  specific
identification method.

                                      F-9



                                   NYFIX, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -CONTINUED


        The cost basis of short-term  investments  at December 31, 2002 and 2001
was $10.5 million and $29.0 million, respectively.

ACCOUNTS RECEIVABLE

        Accounts  receivable  are stated at net  realizable  value by  recording
allowances for those accounts  receivable  amounts that the Company believes are
uncollectible.  The Company's estimate of its allowance for doubtful accounts is
based  on  collection  experience,   which  includes  analyzing  prior  accounts
receivable  written-off and reviewing the aging of the accounts receivable.  The
Company's allowance for doubtful accounts includes amounts for specific accounts
that are  believed  to be  uncollectible,  as well as  amounts  that  have  been
computed by applying  certain  percentages  based on historical loss trends,  to
certain accounts  receivable aging  categories,  net of accounts  receivable for
which revenue recognition has been deferred.

BUSINESS CONCENTRATIONS AND CREDIT RISK

        The   Company's   revenue  is  derived  from  the   financial   services
marketplace,  primarily  the brokerage  community.  As of and for the year ended
December 31, 2002, one customer accounted for 11% of accounts receivable, but no
customer  accounted  for more than 10% of revenue.  As of and for the year ended
December 31, 2001, one customer accounted for 12% of revenue and 16% of accounts
receivable another customer  accounted for 10% of revenue,  and a third customer
accounted for 15% of accounts receivable.  For the year ended December 31, 2000,
no customer accounted for more than 10% of revenue.

INVENTORY VALUATION

        Inventory consists of parts,  finished goods and materials and is stated
at  the  lower  of  cost,  determined  on an  average  cost  basis,  or  market.
Provisions, when required, are made to reduce excess and obsolete inventories to
the estimated net realizable values.  Inventory  provisions are calculated using
management's best estimate of inventory value based on the age of the inventory,
quantities on hand compared with  historical and projected usage and current and
anticipated demand.

PROPERTY AND EQUIPMENT

        Property and equipment is stated at cost less accumulated  depreciation.
Included  in  equipment  are certain  costs  related to the  development  of the
Company's  NYFIX  Network  to  support  its   subscription   and  service  based
businesses.

BUSINESS COMBINATIONS AND GOODWILL

        Business  combinations  are accounted  for under the purchase  method of
accounting and include the results of operations of the acquired businesses from
the dates of their respective acquisition. Net assets of acquired businesses are
recorded  at their fair value at the date of  acquisition.  Goodwill  represents
acquisition  costs in  excess  of the fair  value of net  assets  acquired.  The
Company adopted SFAS No. 142,  GOODWILL AND OTHER INTANGIBLE  ASSETS,  effective
January 1, 2002,  which  requires  that  goodwill and certain  other  intangible
assets having indefinite lives not be amortized to income, but instead be tested
for  impairment  annually as well as on an interim basis if events or changes in
circumstances  indicate that goodwill  might be impaired.  Effective  October 1,
2002, the Company  performed its annual test for impairment using the discounted
cash  flow  valuation  method.  There  was no  impairment  to the  value  of the
Company's recorded goodwill.

                                      F-10

                                   NYFIX, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -CONTINUED


CAPITALIZED PRODUCT ENHANCEMENT COSTS

        The Company capitalizes  certain costs of internally  developed software
as product  enhancement costs.  Internally  capitalized costs consist of payroll
and payroll related costs,  purchased  materials and services and software to be
used  within  the  Company's  products.  The  Company  defers  those  costs that
significantly  enhance the marketability or significantly extend the life of the
Company's  products.  Management  is  required to use  professional  judgment in
determining  whether product  enhancement  costs meet the criteria for immediate
expense or  capitalization,  in accordance with SFAS No. 86,  ACCOUNTING FOR THE
COSTS OF COMPUTER SOFTWARE TO BE SOLD,  LEASED, OR OTHERWISE  MARKETED.  Product
enhancement costs are amortized using the straight-line  method over three years
and were included in "other  assets" on the  accompanying  consolidated  balance
sheets.

LONG-LIVED ASSETS

        The Company reviews the carrying value of long-lived  assets,  including
property and  equipment,  intangible  assets,  investments  and other  long-term
amounts due from  unconsolidated  affiliates and capitalized product enhancement
costs for impairment whenever events or circumstances indicate that the carrying
amount may not be fully recoverable.  If such an event or circumstances  occurs,
the related estimated fair value of the assets would be compared to the carrying
amount,  and if needed,  the Company  would record an  impairment  charge to the
extent by which the carrying  amount exceeds the fair value of the asset.  There
was no impairment of long-lived assets recorded for the years ended December 31,
2002, 2001 and 2000.

INCOME TAXES

        Income taxes are  accounted  for under the asset and  liability  method.
Under this method,  deferred tax assets and liabilities are recognized  based on
the  estimated  future tax  consequences  of  differences  between the financial
statement  carrying  amounts of assets and liabilities and their  respective tax
bases.  Deferred tax assets and liabilities are measured using presently enacted
tax rates in effect for the periods the temporary differences are expected to be
settled. A valuation allowance is established, as needed, to reduce net deferred
tax  assets  to their  realizable  value.  A  valuation  allowance  has not been
established for the Company's deferred tax assets, as the Company believes it is
more likely than not that they will be realized.

FINANCIAL INSTRUMENTS

        The  carrying  value for all  current  assets  and  current  liabilities
approximates fair value because of their short-term nature.

FOREIGN CURRENCY TRANSLATION

        The Company's functional currency is the U.S. dollar.  Accordingly,  the
monetary  assets and  liabilities  of the London  operation  are  translated  at
year-end exchange rates while non-monetary assets and liabilities are translated
at  historical  rates.  Revenue and expense are  translated  at average rates in
effect during the year,  except for  depreciation  and cost of sales,  which are
translated at historical rates. The resulting currency  translation gain or loss
is included in the results of operations.

                                      F-11



                                   NYFIX, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -CONTINUED

COMPREHENSIVE INCOME (LOSS)

        The Company reflects other comprehensive  income (loss),  which consists
of unrealized gains and losses on available-for-sale  securities,  as a separate
component  of  stockholders'  equity  as  required  by SFAS No.  130,  REPORTING
COMPREHENSIVE INCOME.

STOCK-BASED EMPLOYEE COMPENSATION

        The Company  accounts for its stock-based  employee  compensation  plans
under the recognition and measurement  provisions of Accounting Principles Board
Opinion  ("APB") No. 25,  ACCOUNTING  FOR STOCK ISSUED TO EMPLOYEES  and related
interpretations. The Company does not recognize stock-based compensation expense
in its reported results as all stock options granted had an exercise price equal
to the fair  value of the  underlying  common  stock on the date of  grant.  The
following  table  illustrates  the effect on net (loss) income and (loss) income
per share if the Company had applied the fair value  recognition  provisions  of
SFAS No. 123, as required by SFAS No. 148, to stock-based employee  compensation
(also see Note 16):

                                                             YEAR ENDED DECEMBER 31,
                                                 ----------------------------------------------
                                                      2002            2001             2000
                                                 -------------     ------------   -------------
                                                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Net (loss) income, as reported                   $     (5,045)     $     (3,457)  $      5,005
Compensation expense based on the fair value
   method, net of tax                                  (8,046)           (7,948)        (7,327)
                                                 ------------      ------------      ---------
Pro forma net loss                               $    (13,091)     $    (11,405)   $    (2,322)
                                                 ============      ============      =========

(Loss) income per common share - basic:
   As reported                                   $      (0.17)     $      (0.13)   $      0.20
                                                 ============      ============      =========
   Pro forma                                     $      (0.43)     $      (0.43)   $     (0.09)
                                                 ============      ============      =========

(Loss) income per common share - diluted:
   As reported                                   $      (0.17)     $      (0.13)   $      0.19
                                                 ============      ============      =========
   Pro forma                                     $      (0.43)     $      (0.43)   $     (0.09)
                                                 ============      ============      =========

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

        In October  2001,  the Financial  Accounting  Standards  Board  ("FASB")
issued SFAS No. 144,  ACCOUNTING  FOR THE  IMPAIRMENT  OR DISPOSAL OF LONG-LIVED
ASSETS,  which  supercedes  SFAS  No.  121,  ACCOUNTING  FOR THE  IMPAIRMENT  OF
LONG-LIVED  ASSETS  AND  FOR  LONG-LIVED  ASSETS  TO BE  DISPOSED  OF,  and  the
accounting  and  reporting  provisions  of APB No. 30,  REPORTING THE RESULTS OF
OPERATIONS - REPORTING  THE EFFECTS OF DISPOSAL OF A SEGMENT OF A BUSINESS,  AND
EXTRAORDINARY,  UNUSUAL AND INFREQUENTLY OCCURRING EVENTS AND TRANSACTIONS,  for
the  disposal  of a segment  of a  business.  SFAS No. 144  retains  many of the
provisions  of  SFAS  No.  121,  but  addresses  certain  implementation  issues
associated  with that  Statement.  SFAS No. 144 is  effective  for fiscal  years
beginning  after December 15, 2001.  The Company  adopted SFAS No. 144 effective
January 1, 2002. The adoption of SFAS No. 144 did not have a material  effect on
the Company's financial position, results of operations or cash flows.

        In  April  2002,  the  FASB  issued  SFAS No.  145,  RESCISSION  OF FASB
STATEMENTS  NO. 4, 44 AND 64,  AMENDMENT OF FASB STATEMENT NO. 13, AND TECHNICAL

                                      F-12



                                   NYFIX, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -CONTINUED

CORRECTIONS.  SFAS No. 145  eliminates  extraordinary  accounting  treatment for
reporting  gains or losses on debt  extinguishment,  and amends  other  existing
authoritative  pronouncements to make various technical corrections. The Company
adopted SFAS No. 145 effective January 1, 2003. The adoption of SFAS No. 145 did
not have a  material  effect on the  Company's  financial  position,  results of
operations or cash flows.

        In July  2002,  the FASB  issued  SFAS No.  146,  ACCOUNTING  FOR  COSTS
ASSOCIATED  WITH EXIT OR DISPOSAL  ACTIVITIES.  SFAS No. 146 requires  recording
costs  associated  with exit or disposal  activities at their fair values when a
liability has been incurred.  Under previous  guidance,  certain exit costs were
accrued upon management's commitment to an exit plan. The provisions of SFAS No.
146 are effective for exit or disposal  activities  initiated after December 31,
2002.  The  Company  does not expect  that  adoption of SFAS No. 146 will have a
material effect on its financial position, results of operations or cash flows.

        In November 2002, the FASB Emerging Issues Task Force ("EITF") reached a
consensus on No. 00-21,  REVENUE ARRANGEMENTS WITH MULTIPLE  DELIVERABLES.  EITF
No. 00-21 applies to certain  contractually  binding  arrangements under which a
company performs  multiple revenue  generating  activities and requires that all
companies   account  for  each  element  within  an  arrangement  with  multiple
deliverables as separate units of accounting if (a) the delivered item has value
on a stand-alone  basis,  (b) there is objective  and reliable  evidence of fair
value and (c) the amount of the total  arrangement  consideration is fixed. EITF
No. 00-21 is effective for revenue  arrangements  entered into in fiscal periods
beginning  after June 15, 2003. The Company is evaluating the provisions of EITF
No. 00-21 and whether the  implementation of this statement will have a material
effect on the Company's financial position, results of operations or cash flows.

        In  November  2002,  the FASB  issued  FASB  Interpretation  ("FIN") 45,
GUARANTOR'S  ACCOUNTING AND DISCLOSURE  REQUIREMENTS  FOR GUARANTEES,  INCLUDING
INDIRECT  GUARANTEES OF INDEBTEDNESS OF OTHERS.  FIN 45 disclosure  requirements
are  effective  for the year ended  December 31, 2002 and other  provisions  are
effective for 2003. The interpretation  requires additional  disclosure relating
to guarantees and in some cases requires the  recognition of a liability for the
fair value of certain  guarantees.  The  adoption of FIN 45 had no effect on the
Company, as it does not guarantee the liabilities of others.

        In  December  2002,  the  FASB  issued  SFAS  No.  148,  ACCOUNTING  FOR
STOCK-BASED  COMPENSATION - TRANSITION AND DISCLOSURE.  SFAS No. 148 amends SFAS
No. 123, ACCOUNTING FOR STOCK-BASED COMPENSATION, to provide alternative methods
of transition  for  companies  that  voluntarily  change to the fair value based
method of accounting for stock-based  employee  compensation.  SFAS No. 148 also
amends  the  disclosure  provisions  of SFAS  No.  123 and APB No.  28,  INTERIM
FINANCIAL  REPORTING,  to  require  disclosure  in the  summary  of  significant
accounting policies of the effects of an entity's accounting policy with respect
to stock-based employee compensation on reported net income and income per share
in annual and interim financial  statements.  The disclosure  provisions of SFAS
No. 148 are effective for both interim and annual  periods ending after December
15, 2002. The Company has adopted the  disclosure  provisions of SFAS No. 148 at
December 31, 2002.

        In January  2003,  the FASB  issued FIN 46,  CONSOLIDATION  OF  VARIABLE
INTEREST  ENTITIES,   which  requires  the  consolidation  of  certain  entities
considered to be variable interest entities ("VIEs"). An entity is considered to
be a VIE  when it has  equity  investors  which  lack the  characteristics  of a
controlling  financial interest,  or its capital is insufficient to permit it to
finance  its  activities  without  additional  subordinated  financial  support.
Consolidation of a VIE by an investor is required when it is determined that the
investor will absorb a majority of the VIE's expected losses or residual returns
if they occur.  FIN 46 provides  certain  exceptions  to these rules,  including
qualifying special purpose entities subject to the requirements of SFAS No. 140,
ACCOUNTING FOR TRANSFERS AND SERVICING OF FINANCIAL  ASSETS AND  EXTINGUISHMENTS
OF  LIABILITIES.  VIEs  created  after  January  31,  2003 must be  consolidated

                                      F-13




                                   NYFIX, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -CONTINUED

immediately,  while  VIEs  that  existed  prior  to  February  1,  2003  must be
consolidated as of July 1, 2003. The Company is evaluating the provisions of FIN
46 and  whether  the  implementation  of  this  statement,  with  regard  to the
Company's  unconsolidated  affiliates,  will  have  a  material  effect  on  the
Company's financial position, results of operations or cash flows.

2.      RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

        Subsequent to the issuance of the consolidated  financial  statements as
of and  for  the  year  ended  December  31,  2002,  management  of the  Company
determined to restate its financial  statements to account for its 1999 and 2001
investments in and 2002  acquisition of an additional 30% ownership  interest in
NYFIX  Millennium,  as summarized  below.  See Note 5 for a  description  of the
Company's acquisition of NYFIX Millennium.

ACCOUNTING FOR THE COMPANY'S 1999 INVESTMENT IN NYFIX MILLENNIUM AND ISSUANCE OF
THE COMPANY'S COMMON STOCK TO THE INITIAL PARTNERS

        The Company restated its financial  statements to account for its equity
investment in NYFIX Millennium,  the issuance of its common stock to the Initial
Partners to purchase the Option and the Initial  Partners'  cash  contributed to
NYFIX  Millennium as an  "Integrated  Transaction"  with a  measurement  date of
October 27, 1999 (the  "Measurement  Date").  The Measurement  Date was the date
when the Company and the "Initial Partners" entered into the Operating Agreement
and funded  NYFIX  Millennium,  and when the Company  issued its common stock in
exchange  for the "Option"  and a press  release to announce  the  transactions.
See Note 5 for the definitions of Initial Partners and Option.

        Since the fair value of the  Company's  common  stock issued to purchase
the Option was greater than the cash equity  investment by the Initial Partners,
it was determined that the Initial Partners'  consideration  given in the option
transaction  was not viewed as having  economic  substance or  investment  risk.
Thus,  the  Company  restated  its  financial  statements  to  account  for this
Integrated Transaction as a sale of its common stock to the Initial Partners, in
exchange  for cash and the  Option.  The  Company  accounted  for the  total $16
million  contributed  to NYFIX  Millennium  (the  Company's  $2 million  and the
Initial Partners' $14 million) as its investment in NYFIX Millennium.

        Viewing the  transactions  as an  Integrated  Transaction,  the restated
accounting  reflected  the  issuance of the  Company's  common stock with a fair
value of $34.6  million  on the  Measurement  Date to the  Initial  Partners  in
exchange for $14 million in cash and the Option. The $34.6 million fair value of
the Company's common stock issued was $20.6 million in excess of the $14 million
Initial  Partners'  cash equity  investment in NYFIX  Millennium.  Of this $20.6
million  excess,  the Company  allocated $4.2 million to the Option based on its
fair value.  As the Option had an indefinite  life, it was not amortized.  There
were no additional  intangible assets acquired.  The remaining $16.4 million was
accounted for as prior period adjustment related to a 1999 charge to operations,
as this amount had no future benefit to the Company

ACCOUNTING FOR THE COMPANY'S COMMON STOCK ISSUED TO THE NEW PARTNERS IN 2001

        The  Company  restated  its  financial  statements  to  account  for the
issuance of its common  stock to the New Partners to purchase the Option and the
New Partners' cash contributed to NYFIX Millennium as an Integrated  Transaction
with measurement dates of March 16, 2001 (for one of the New Partners) and April
2, 2001 (for three of the New Partners).  These dates were when the New Partners
entered into the Operating  Agreement and funded NYFIX Millennium,  and when the
Company issued its common stock in exchange for the Option and press releases to
announce the transactions. See to Note 5 for the definition of New Partners.

                                      F-14




                                   NYFIX, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -CONTINUED

        As with the investment of the Initial Partners,  since the fair value of
the  Company's  common  stock issued to purchase the Option was greater than the
cash equity  investment  by the New Partners,  the New  Partners'  consideration
given in the option  transaction is not viewed as having  economic  substance or
investment risk. The Company accounted for this Integrated Transaction as a sale
of its common  stock to the New  Partners,  in exchange for cash and the Option.
The Company  accounted for the total $8 million  contributed to NYFIX Millennium
($2  million  from  each  of the  New  Partners)  as  its  investment  in  NYFIX
Millennium.

        Viewing the  transactions as an Integrated  Transaction,  the accounting
reflected the issuance of the  Company's  common stock with a fair value of $8.4
million on the measurement  dates to the New Partners in exchange for $8 million
in cash and the Option.  The Company allocated the $0.4 million in excess of the
$8 million New  Partners'  cash equity  investment  in NYFIX  Millennium  to the
Option based on its fair value. As the Option had an indefinite life, it was not
amortized. There were no additional intangible assets acquired.

RECOGNITION OF NYFIX MILLENNIUM OPERATING LOSSES

        As  described  above,  since the cash equity  investment  by the Initial
Partners  and the New Partners  was not viewed as having  economic  substance or
investment risk, the Company accounted for 100% of NYFIX Millennium's  operating
losses from the date of NYFIX Millennium's inception.  Accordingly,  the Company
recognized  additional operating losses of $1.9 million,  $11.6 million and $7.4
million for the years ended  December  31,  2002,  2001 and 2000,  respectively,
aggregating to $20.9 million.  The Company recognized 100% of NYFIX Millennium's
operating losses since the Company's  acquisition of an additional 30% ownership
interest in NYFIX  Millennium  (attaining a total  ownership of 80%) in February
2002. If and when NYFIX Millennium  achieves  profitability,  24% of its profits
will be allocated to the Initial  Partners and New Partners in  accordance  with
the contractual agreement amongst the parties.

CONSOLIDATION OF NYFIX MILLENNIUM FINANCIAL STATEMENTS

        Viewing the situation  from NYFIX  Millennium's  inception in 1999 until
the  execution of the Amended  Operating  Agreement on November 1, 2000 based on
contractual  provisions  that  provided for the  Company's  control of the NYFIX
Millennium  Board of  Directors,  the Company  consolidated  NYFIX  Millennium's
financial  statements from inception until November 1, 2000.  Effective with the
amendment to the Operating  Agreement,  dated  November 1, 2000,  the Company no
longer  controlled the NYFIX  Millennium  Board of Directors  and,  accordingly,
accounted for its investment in NYFIX  Millennium  under the equity  method.  On
February 1, 2002, the Company  acquired an additional 30% ownership  interest of
NYFIX  Millennium  resulting in its total  ownership of interests of 80% and the
Company regained  control of the NYFIX  Millennium  Board of Directors.  At that
date, the Company consolidated the financial statements of NYFIX Millennium.

ACCOUNTING  FOR THE  COMPANY  EXERCISE OF THE OPTION AND  ALLOCATION  OF THE NET
PURCHASE PRICE

        When the Company  exercised the Option on February 1, 2002,  the Company
issued  to the  Initial  Partners  and  the  New  Partners  an  aggregate  of an
additional  296,250 shares of its common stock with a fair value of $4.5 million
on the date of exercise.  At the point of  exercising  the Option and  regaining
control  of the  NYFIX  Millennium  Board of  Directors  and as a result  of the
aforementioned items, the Company's aggregate purchase price of NYFIX Millennium
was $9.1 million  consisting  of: (i) the Option issued by the Initial  Partners
with a fair value of $4.2  million;  (ii) the Option  issued by the New Partners
with a fair value of $0.4 million,  and (iii) the Company's  common stock issued
to the Initial  Partners  and New  Partners  to exercise  the Option with a fair
value of $4.5  million  on the date of  exercise.  The  Company  allocated  $2.2
million of the purchase price to the fair value of intangible  assets  acquired,
resulting in goodwill of $6.9 million.

                                      F-15




                                   NYFIX, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -CONTINUED

NET EFFECT OF RESTATEMENT ADJUSTMENTS

        The  net  effect  of the  adjustments  made  to  restate  the  Company's
financial  statements with respect to the accounting described above was for the
Company to reduce its total assets and stockholders' equity at December 31, 2002
by $14.2  million.  The total asset  reduction was comprised of i) a decrease in
goodwill of $20.9 million for the  Company's  acquisition  of an additional  30%
ownership  interest in NYFIX Millennium from $27.8 million to $6.9 million;  and
ii) an increase in deferred  tax assets of $6.7 million for the tax benefit of a
1999 charge to operations of $16.4 million, which was recorded as a prior period
adjustment, related to the purchase of the Option from the Initial Partners. The
stockholders'  equity  reduction  was  comprised  of the net  effect  of:  i) an
increase in accumulated deficit of $31.7 million,  which included: a) the equity
in loss of NYFIX  Millennium of $20.3 million ($1.3  million,  $11.6 million and
$7.4  million  for  the  years  ending   December  31,  2002,   2001  and  2000,
respectively);  b) the reversal of the previously  recorded minority interest of
$0.3  million and the  related  tax  benefit of $0.2  million for the year ended
December 31, 2002; c) the elimination of inter-company  interest income relating
to the note  receivable  from NYFIX  Millennium  of $38,000  and $43,000 for the
years ended  December  31, 2002 and 2001,  respectively;  d) the  aforementioned
prior period adjustment related to 1999 of $9.7 million, net of tax benefit of
$6.7 million;  and e) a prior period adjustment of $1.1 million related to NYFIX
Millennium's  1999 operating losses;  and ii) an increase in additional  paid-in
capital of $17.5 million,  which  represents  the  additional  fair value of the
Company's  common stock issued for the Option of $17.1  million and $0.4 million
in 1999 and 2001, respectively.  As of December 31, 2002, the Company's restated
total  assets were $146.6  million as  compared to $160.8  million and  restated
stockholders'  equity  was $132.9  million as  compared  to $147.1  million,  as
originally reported as of and for the year then ended.

        The  following  table  summarizes  the  effects  of  the  aforementioned
adjustments on the Company's net (loss) income:

                                                    YEAR ENDED DECEMBER 31,
                                                  2002          2001         2000
                                               ---------     --------      --------
                                                         (IN THOUSANDS)

Net (loss) income previously reported          $ (3,166)     $  8,136      $  5,677
  Operating expense and other adjustments:
    Selling, general and administrative            --            --           2,221
    Research and development                       --            --           3,738
    Equity in loss of NYFIX Millennium            1,340        11,550         1,736
    Depreciation and amortization                  --            --             302
                                               --------      --------      --------
        Total operating expense and other         1,340        11,550         7,997
                                               --------      --------      --------
    Investment income                               (38)          (43)          627
    (Provision) benefit for income taxes           (195)         --           6,698
    Minority interest                              (306)         --            --
                                               --------      --------      --------
Decrease in net (loss) income                    (1,879)      (11,593)         (672)
                                               --------      --------      --------
Net (loss) income, as restated                 $ (5,045)     $ (3,457)     $  5,005
                                               ========      ========      ========

   The following tables summarize the significant effects of the restatement:

                                      F-16



                                   NYFIX, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -CONTINUED

                                                             YEAR ENDED DECEMBER 31,
                                          --------------------------------------------------------------------
                                                   2002                   2001                    2000
                                          --------------------   --------------------    ---------------------
                                              AS                     AS                       AS
                                          PREVIOUSLY     AS      PREVIOUSLY      AS      PREVIOUSLY     AS
                                           REPORTED   RESTATED    REPORTED   RESTATED     REPORTED    RESTATED
                                           --------   --------    --------   --------     --------    --------
                                                            (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Consolidated statement of operations
 data:
  Operating expense:
    Selling, general and administrative   $ 29,884    $ 29,884    $ 12,239   $ 12,239    $  7,584   $  9,805
    Research and development                 1,386       1,386         452        452         454      4,192
    Equity in loss of NYFIX Millennium        --         1,340        --       11,550        --        1,736
    Depreciation and amortization            4,870       4,870       1,406      1,406         565        867
                                          --------    --------    --------   --------    --------   --------
        Total operating expense             36,140      37,480      14,097     25,647       8,603     16,600
                                          --------    --------    --------   --------    --------   --------
    (Loss) income from operations           (7,038)     (8,378)     13,140      1,590       6,475     (1,522)
    Investment income                          666         628         780        737         156        783
    (Loss) income before income tax
       (benefit) provision and minority
       interest                             (7,255)     (8,633)     13,563      1,970       6,278     (1,092)
    Income tax (benefit) provision          (3,783)     (3,588)      5,427      5,427         601     (6,097)
    (Loss) income before minority           (3,472)     (5,045)      8,136     (3,457)      5,677      5,005
       interest
    Minority interest in NYFIX
       Millennium                              306        --          --         --          --         --
    Net (loss) income                       (3,166)     (5,045)      8,136     (3,457)      5,677      5,005

    Net (loss) income per common
    share:
      Basic                               $  (0.11)   $  (0.17)   $   0.30   $  (0.13)   $   0.23   $   0.20
      Diluted                             $  (0.11)   $  (0.17)   $   0.29   $  (0.13)   $   0.21   $   0.19


                                                                   AS OF DECEMBER 31,
                                                           2002                        2001
                                                    ---------------------   --------------------------
                                                        AS                       AS
                                                    PREVIOUSLY      AS       PREVIOUSLY      AS
                                                     REPORTED   RESTATED      REPORTED    RESTATED
                                                    ----------  ---------    ----------   ------------
                                                                  (IN THOUSANDS)
Consolidated balance sheet data:
   Goodwill                                         $  70,161   $  49,261    $      34   $      34
   Acquired intangible assets, net                      9,404       9,404         --         4,600
   Investments in unconsolidated affiliate              5,510       5,510       27,500       3,879
   Deferred income taxes                                6,181      12,879          348       7,046
       Total assets                                   160,817     146,615      108,572      96,249
   Additional paid-in capital                         161,347     178,818      110,498     127,969
   Retained earnings (accumulated deficit)              5,276     (26,397)       8,442     (21,352)
       Total stockholders' equity                     147,065     132,863       99,242      86,919
       Total liabilities and stockholders' equity     160,817     146,615      108,572      96,249

                                      F-17



                                   NYFIX, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -CONTINUED

3.      INVENTORY

        Inventory consisted of the following:

                                         DECEMBER 31,
                                      -------------------
                                        2002       2001
                                      -------     ------
                                        (IN THOUSANDS)

Parts and materials                   $  912      $1,120
Work in process                           52         152
Finished goods                           294         409
                                      ------      ------
      Total inventory, gross          $1,258      $1,681
Less: Allowance for obsolescence         160          82
                                      ------      ------
      Total inventory, net            $1,098      $1,599
                                      ======      ======

4.      PROPERTY AND EQUIPMENT

        Property and equipment consisted of the following:

                                                     DECEMBER 31,
                                               ---------------------
                                                  2002        2001      USEFUL LIVES
                                               ---------    --------   --------------
                                                 (IN THOUSANDS)

Computer software                              $ 4,042      $ 1,124      4 - 5 years
Leasehold improvements                           1,943        1,312      2 - 8 years
Furniture and equipment                          5,757        3,253      3 - 7 years
Subscription and data center equipment          22,868       18,428      3 - 5 years
                                               -------      -------
      Total property and equipment, gross       34,610       24,117
Less: Accumulated depreciation                  16,424        9,751
                                               -------      -------
      Total property and equipment, net        $18,186      $14,366
                                               =======      =======

        Assets held under capital  leases,  included in above,  consisted of the
following:

                                                         DECEMBER 31,
                                                     --------------------
                                                      2002        2001     USEFUL LIVES
                                                     -------     --------  ------------
                                                       (IN THOUSANDS)

Furniture and equipment                              $  115      $ --      3 - 5 years
Data center equipment                                 2,969       2,547    3 - 5 years
                                                     ------      ------
        Total property and equipment held under
           capital leases, gross                      3,084       2,547
Less: Accumulated depreciation                        1,018         629
                                                     ------      ------
        Total property and equipment held under
           capital leases, net                       $2,066      $1,918
                                                     ======      ======

        Depreciation  and  amortization  expense for property and  equipment was
$7.7  million,  $4.7 million and $2.8  million for the years ended  December 31,
2002, 2001 and 2000, respectively.  Of these amounts, $4.4 million, $3.3 million

                                      F-18



                                   NYFIX, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -CONTINUED

and $2.0  million  for the  years  ended  December  31,  2002,  2001  and  2000,
respectively,  were included in cost of revenue. Amortization expense for assets
held under capital leases included above was $1.2 million, $0.5 million and $0.1
million for the years ended December 31, 2002, 2001 and 2000, respectively.

5.     ACQUISITIONS, GOODWILL AND ACQUIRED INTANGIBLE ASSETS

ACQUISITIONS

NYFIX MILLENNIUM

        NYFIX  Millennium,  a  broker-dealer,  developed  an  ATS,  which  is an
electronic  system that  matches  buyers and sellers in a  completely  anonymous
environment.

        On October 27, 1999, the Measurement  Date (see Note 2) NYFIX Millennium
was formed by the Company and seven global  international  investment  banks and
brokerage firms consisting of the "Initial Partners": Deutsche Bank US Financial
Markets,  ABN Amro Securities  (formerly ING Barings),  Lehman Brothers,  Morgan
Stanley  Dean  Witter  Equity  Investments  Ltd.,  Alliance  Capital  Management
(formerly  Sanford  C.  Bernstein  &  Co.),   Societe  Generale   Investment
Corporation  (formerly SG Cowen) and UBS Warburg.  The Initial Partners invested
$14.0 million  ($2.0  million each) in NYFIX  Millennium in exchange for 175,000
units  (25,000  units  each)  of  NYFIX  Millennium,  collectively  owning a 50%
ownership  interest in NYFIX  Millennium.  The Company invested $2.0 million and
owned the remaining 50% (175,000 units).  The Company purchased from the Initial
Partners  an  option  to buy an  additional  30%  ownership  interest  in  NYFIX
Millennium (the "Option").  As consideration for the Option,  the Company issued
to the Initial  Partners an aggregate  of  1,968,750  shares of its common stock
with a fair value of $34.6  million on October 27, 1999.  The Option,  which was
exercisable  at any time,  had no expiration  date,  and required the Company to
issue an aggregate of an  additional  236,250  shares of its common stock to the
Initial  Partners upon exercise.  Exercising the Option would enable the Company
to  increase  its  ownership  interest in NYFIX  Millennium  to 80% of the total
ownership  interests.  Viewing these transactions as an integrated  transaction,
the accounting  reflected the issuance of the Company's common stock with a fair
value of $34.6  million to the Initial  Partners in exchange  for $14 million in
cash and the Option.  The $34.6 million fair value of the Company's common stock
issued  was $20.6  million in excess of the $14  million  cash  invested  by the
Initial Partners.  Of this $20.6 million excess,  the Company allocated the $4.2
million to the Option based on its fair value.  As the Option had an  indefinite
life, it was not amortized.  There were no other intangible assets acquired. The
remaining $16.4 million was accounted for as prior period adjustment  related to
a 1999  charge  to  operations,  as this  amount  had no future  benefit  to the
Company.

        Since the fair value of the  Company's  common  stock issued to purchase
the Option was greater than the cash equity  investment by the Initial Partners,
it was determined that the Initial Partners'  consideration  given in the option
transaction  was not viewed as having  economic  substance or  investment  risk.
Thus,  the  Company  restated  its  financial  statements  to  account  for this
Integrated Transaction as a sale of its common stock to the Initial Partners, in
exchange  for cash and the  Option.  The  Company  accounted  for the  total $16
million  contributed  to NYFIX  Millennium  (the  Company's  $2 million  and the
Initial  Partners'  $14  million)  as its  investment  in NYFIX  Millennium  and
absorbed 100% of the operating losses.

        On March 16, 2001 and April 2, 2001,  NYFIX  Millennium  added four "New
Partners"   consisting of: Bank of America,  Wachovia Securities (formerly First
Union Securities) and LabMorgan  Corporation (formerly J.P. Morgan & Co. and
Chase  H&Q).  The New Partners  invested $8.0 million ($2.0 million each) in
NYFIX  Millennium  in exchange for 100,000  units  (25,000  units each) of NYFIX
Millennium.  To maintain its 50%  ownership  interest in NYFIX  Millennium,  the
Company reduced certain of our rights to share future dividend  distributions of
NYFIX Millennium. The Company purchased from the New Partners an option, similar
to the  option  purchased  from  the  Initial  Partners,  to  buy an  additional
ownership  interest in NYFIX Millennium.  As consideration for that option,  the
Company issued to the New Partners, an aggregate of 376,000 shares of its common

                                      F-19



                                   NYFIX, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -CONTINUED

stock with a fair value of $8.4  million on the  measurement  dates of March 16,
2001 for one of the New  Partners  and  April 2,  2001 for the  other  three New
Partners.  The option, which was also exercisable at any time, had no expiration
date,  and required the Company to issue an  aggregate of an  additional  60,000
shares of its  common  stock to the New  Partners  upon  exercise.  Hereinafter,
references  to "the Option"  include the option  received  from both the Initial
Partners and the New Partners. Exercising the Option would enable the Company to
increase  its  ownership  interest  in  NYFIX  Millennium  to 80%  of the  total
ownership interests.  The fair value of the Company's common stock issued to the
New  Partners was $0.4  million in excess of the $8 million New  Partners'  cash
equity investment in NYFIX  Millennium.  The Company allocated this $0.4 million
to the Option based on its fair value. As the Option had an indefinite  life, it
was not amortized.

        As with the investment of the Initial Partners,  since the fair value of
the  Company's  common  stock issued to purchase the Option was greater than the
cash equity  investment  by the New  Partners,  it was  determined  that the New
Partners'  consideration given in the option transaction is not viewed as having
economic substance or investment risk. The Company accounted for this Integrated
Transaction  as a sale of its common stock to the New Partners,  in exchange for
cash and the Option. The Company accounted for the total $8 million  contributed
to NYFIX Millennium ($2 million from each of the New Partners) as its investment
in NYFIX Millennium and continued to absorb 100% of the operating losses.

        Effective  February  1, 2002,  the  Company  exercised  the  Option.  In
exchange for the increased  ownership interest in NYFIX Millennium,  the Company
issued to the Initial  Partners and New Partners an aggregate of 296,250  shares
of its common stock,  with a fair value of $4.5 million on the date of exercise.
As a result,  the Company increased its ownership of NYFIX Millennium to 80%. At
the point of exercising the Option,  the Company  regained  control of the NYFIX
Millennium  Board and as a result of the  aforementioned  items,  the  Company's
aggregate  purchase price of NYFIX Millennium was $9.1 million,  which consisted
of:  (i) the Option  issued by the  Initial  Partners  with a fair value of $4.2
million;  (ii) the Option  issued by the New Partners  with a fair value of $0.4
million, and (iii) the Company's common stock issued to the Initial Partners and
New Partners for exercise of the Option with a fair value of $4.5  million.  The
Company  allocated $2.2 million to the fair value of intangible assets acquired,
resulting in goodwill of $6.9 million.  Some of the Company's key considerations
for the acquisition of an additional 30% ownership  interest in NYFIX Millennium
included its ability to control NYFIX Millennium's  operations to effect changes
in NYFIX  Millennium's  business model as a result of the  attractiveness of the
synergies  anticipated with the Company's  recently-acquired  NYFIX  Transaction
Services broker-dealer and soon-to-be-acquired Javelin business.

        As previously mentioned, the Company absorbed 100% of NYFIX Millennium's
operating  losses  from the date of NYFIX  Millennium's  inception.  If and when
NYFIX Millennium achieves profitability, 24% of its profits will be allocated to
the  Initial  Partners  and New  Partners  in  accordance  with the  contractual
agreement amongst the parties.

        Viewing the situation  from NYFIX  Millennium's  inception in 1999 until
the  execution of the Amended  Operating  Agreement on November 1, 2000 based on
contractual  provisions  that  provided for the  Company's  control of the NYFIX
Millennium  Board of  Directors,  the Company  consolidated  NYFIX  Millennium's
financial  statements from inception until November 1, 2000.  Effective with the
amendment to the Operating  Agreement,  dated  November 1, 2000,  the Company no
longer  controlled the NYFIX  Millennium  Board of Directors  and,  accordingly,
accounted for its investment in NYFIX  Millennium  under the equity  method.  On
February 1, 2002,  the Company  acquired an additional  30% of NYFIX  Millennium
resulting in its 80%  ownership  of NYFIX  Millennium  and the Company  regained
control of the NYFIX  Millennium  Board of Directors.  At that date, the Company
consolidated the financial statements of NYFIX Millennium.

         NYFIX  Millennium's  statements of operations  for the one month period
ended  January 31, 2002 and the years ended  December  31, 2001 and 2000 were as
follows:

                                      F-20




                                   NYFIX, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -CONTINUED

                                          MONTH ENDED    YEAR ENDED DECEMBER 31,
                                           JANUARY      -------------------------
                                             2002          2001           2000
                                           ----------    ---------     ----------
                                                       (IN THOUSANDS)
Revenue:
   Transaction                             $     77      $    142      $   --

Cost of Revenue:
   Transaction                                  105           900          --
                                           ----------    ---------     ----------

Gross Profit:
   Transaction                                  (28)         (758)         --

Operating Expense:
   Selling, general and administrative        1,215         7,684         6,193
   Research and development                    --           2,445         1,535
   Depreciation and amortization                117           960           362
                                           --------      --------      --------
       Total operating expense                1,332        11,089         8,090

Interest expense                                (38)          (43)         --
Interest income                                  20           297           720
                                           --------      --------      --------
   Net loss                                $ (1,378)     $(11,593)     $ (7,370)
                                           ========      ========      ========

         Financial  information  reconciling  NYFIX  Millennium's  statements of
operations to the Company's equity in loss of NYFIX Millennium for the one month
period ended January 31, 2002 and the years ended December 31, 2001 and 2000 was
as follows:

                                         MONTH ENDED   YEAR ENDED DECEMBER 31,
                                         JANUARY 31,  ------------------------
                                             2002         2001          2000
                                          ---------    -------------  ---------
                                                     (IN THOUSANDS)

Net loss                                  $ (1,378)     $(11,593)     $ (7,370)
Elimination of inter-company interest           38            43          --
Loss included in the Company's
   consolidated statements of
   operations (for the period
   January 1, 2000 through October
   31, 2000)                                  --            --           5,634
                                          --------      --------      --------
Equity in loss of NYFIX Millennium        $ (1,340)     $(11,550)     $ (1,736)
                                          ========      ========      ========

NYFIX Millennium's balance sheet as of December 31, 2001 was as follows:

                                      F-21



                                   NYFIX, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -CONTINUED

                                                          AS OF DECEMBER 31,
                                                         -------------------
                                                                2001
                                                              -------
                                                            (IN THOUSANDS)

Assets:
   Cash, cash equivalents and short-term investments          $11,078
   Property and equipment, net                                  4,799
   Other assets                                                   470
                                                              -------
       Total assets                                           $16,347
                                                              =======

Liabilities:
   Due to NYFIX, Inc.                                         $ 5,222
   Subordinated loan payable to NYFIX, Inc.                     6,000
   Accounts payable and accrued expenses                        1,246
                                                              -------
       Total liabilities                                       12,468

Members' capital                                                3,879
                                                              -------
Total liabilities and members' capital                        $16,347
                                                              =======

JAVELIN

        Javelin Technologies, Inc. ("Javelin") is a provider of electronic trade
communication  technology and FIX protocol  technology.  The FIX protocol is the
messaging standard underlying language,  which was developed to enable real-time
electronic trading and communications. In utilizing the FIX protocol technology,
companies can eliminate the high costs and associated  risks of developing their
own proprietary network links and implementing a non-standard protocol.

        On March 31, 2002,  the Company  acquired  100% of the capital  stock of
Javelin. Some of the Company's key considerations for the acquisition of Javelin
included   increased   connectivity  to  the  buy-side   institutional   market,
consolidated  product  offering,  cross-selling of core products and transaction
services,  and a single point of  electronic  exchange  access  across all major
domestic and international equity and derivatives exchanges.

         The Company  financed the  transaction  with a combination of (i) $10.0
million in net cash; (ii) 2,784,896 shares of common stock of the Company having
a fair value of $41.2  million;  and (iii) 493,699 shares of common stock of the
Company having a fair value of $3.5 million  reserved for issuance upon exercise
of Javelin  stock  options  assumed by the Company.  The Company  incurred  $1.2
million in costs directly  associated with the acquisition,  which were included
in the overall  consideration.  The cash portion of the purchase  price was paid
with available funds. In addition, the Company agreed to issue additional shares
to the Javelin  stockholders  contingent  on  attainment of certain 2002 revenue
targets. The revenue targets were not achieved and,  accordingly,  no additional
shares were issued.  The results of  operations of Javelin have been included in
the consolidated results of operations since the acquisition date. The excess of
the  purchase  price over the fair value of the net  assets  acquired  was $42.3
million and has been recorded as goodwill.

                                      F-22



                                   NYFIX, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -CONTINUED

        Of the  aforementioned  purchase price, $1.0 million in cash and 270,945
shares of common stock,  having a fair value of $4.0  million,  is being held in
escrow  by an  unrelated  party  and  is  subject  to a  final  working  capital
adjustment  to be  calculated as of March 31, 2002 and the effect of the outcome
of specific  litigation to be determined  based on activities  through March 31,
2003.  The  Company  will  record  the  return of  escrow,  if any,  based  upon
activities through March 31, 2003, as a reduction in goodwill.

        In connection with the  acquisition of Javelin,  the Company assumed the
liability  for the servicing of Javelin's  service  maintenance  contracts.  The
Company  has  accounted  for the  deferred  revenues  related  to these  service
contracts of Javelin in connection  with the acquisition in accordance with EITF
01-3,  ACCOUNTING IN A BUSINESS COMBINATION FOR DEFERRED REVENUE OF AN ACQUIREE.
The Company recorded a liability as of the date of the acquisition  equal to the
fair value of this  liability  and adjusted  the amount for the  expected  gross
profit that Javelin would  normally  realize on service  maintenance  contracts.
Such  amounts  since the date of  acquisition  are  recognized  as  revenue on a
straight-line basis over the remaining service maintenance  contract period. The
purchase  price  allocation  of these  obligations  was  included  in  "deferred
revenue" in the accompanying consolidated balance sheet at December 31, 2002.

NYFIX TRANSACTION SERVICES

        In December 2001,  the Company  acquired an inactive  broker-dealer  for
$34,000 and filed a  membership  application  with the National  Association  of
Securities  Dealers  ("NASD") to operate as a  broker-dealer  through the wholly
owned  subsidiary,  which was  renamed  NYFIX  Transaction  Services,  Inc.  The
application  was  approved  in May 2002 and  NYFIX  Transaction  Services  began
generating  revenue  on  July  1,  2002.  NYFIX  Transaction  Services  provides
electronic execution, primarily to domestic and international broker-dealers and
specialized  trading firms.  The acquisition was accounted for as a purchase and
the cost of the acquisition has been allocated to goodwill.

ALLOCATION OF ASSETS ACQUIRED

        The purchase prices of the above acquisitions have been allocated to the
assets  acquired  and  liabilities  assumed  based  on the  fair  values  at the
respective acquisition dates, as follows:

                                      NYFIX
                                    MILLENNIUM     JAVELIN
                                    ----------    --------
Assets:                                  (IN THOUSANDS)

   Current assets                     $ 7,600     $ 5,598
   Property and equipment               4,731       1,345
   Intangible assets                    2,200       8,800
   Goodwill                             6,906      42,321
   Deferred tax assets                   --         3,534
   Other assets                            74         288
                                      -------     -------
       Total assets acquired           21,511      61,886
                                      -------     -------
Liabilities:
   Current liabilities                  3,904       5,244
   Subordinated loan payable
     to NYFIX, Inc.                     6,000         --
   Long-term debt                        --           166
   Other long-term liabilites            --           356
                                      -------     -------
        Total liabilities assumed       9,904       5,766
                                      -------     -------
            Net assets acquired       $11,607     $56,120
                                      =======     =======

                                      F-23



                                   NYFIX, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -CONTINUED

PRO FORMA EFFECT

        The table below  depicts the  summarized  unaudited  pro forma  combined
results of operations for the years ended  December 31, 2002 and 2001,  assuming
the  acquisitions  of  NYFIX  Millennium  and  Javelin  had  taken  place at the
beginning of each of those years,  and giving  effect to the addition of the New
Partners and the Option  exercise as of January 1, 2001. The unaudited pro forma
combined  results  of  operations  for both  years was  prepared  based upon the
historical  results of operations of NYFIX, NYFIX Millennium and Javelin for the
respective   years,  and  include  certain   adjustments,   such  as  additional
amortization  expense as a result of acquired  intangible  assets. The unaudited
pro forma combined results of operations  presented below have been prepared for
comparative  purposes only and do not necessarily reflect future events that may
occur after the acquisitions.  As a result of these  assumptions,  estimates and
uncertainties,   the  accompanying  unaudited  pro  forma  combined  results  of
operations  does not purport to describe the actual  results of operations  that
would have been  achieved  had the  acquisitions  in fact  occurred on the dates
indicated,  nor does it purport  to  predict  the  Company's  future  results of
operations.

        The summarized  unaudited pro forma combined  results of operations were
as follows:

                                                YEAR ENDED DECEMBER 31,
                                              ----------------------------
                                                   2002            2001
                                              -------------      ---------
                                                    (IN THOUSANDS,
                                               EXCEPT PER SHARE AMOUNTS)

Revenue                                       $      59,573      $ 53,295
                                              =============      ========

Net loss                                      $      (5,998)     $ (8,470)
                                              =============      ========

Loss per common share - basic and diluted     $       (0.20)     $  (0.32)
                                              =============      ========
GOODWILL AND ACQUIRED INTANGIBLE ASSETS

        Goodwill and other acquired  intangibles at December 31, 2002, primarily
relate to the Company's 2002  acquisition of an 80% ownership  interest in NYFIX
Millennium and acquisition of Javelin described above. The Company completed the
asset valuations for the  acquisitions  and the annual goodwill  impairment test
during the fourth quarter of 2002. Upon completion of the valuations, intangible
assets were adjusted from the estimated  amount of $11.9 million as of September
30, 2002 to $11.0 million,  and fourth quarter amortization expense was adjusted
accordingly.

        Acquired intangible assets consisted of the following:

                                      F-24



                                   NYFIX, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -CONTINUED

                                              DECEMBER 31,
                                           -------------------
                                             2002        2001     USEFUL LIVES
                                           -------     ------     ------------
                                             (IN THOUSANDS)

Existing technology                        $ 7,500     $  --       5.2 years
Customer related intangibles                 2,700        --       10.5 years
NYFIX Millennium Option                       --         4,600     indefinite
Trademarks and other                           800        --       5.3 years
                                           -------     -------
        Total intangible assets, gross      11,000       4,600
Less: Accumulated amortization               1,596        --
                                           -------     -------
        Total intangible assets, net       $ 9,404     $ 4,600
                                           =======     =======

        Amortization  expense of acquired intangible assets was $1.6 million for
the year ended December 31, 2002. Future estimated  amortization expense for the
next five years is as follows:

                                                 AMOUNT
                                                 ------
YEAR ENDING DECEMBER 31,                      (IN THOUSANDS)
------------------------
   2003                                           $2,048
   2004                                            2,048
   2005                                            2,048
   2006                                            2,048
   2007                                              923
   Thereafter                                        289
                                                  ------
        Future estimated amortization expense     $9,404
                                                  ======

        The changes in the  carrying  amount of goodwill by segment for the year
ended December 31, 2002, were as follows:

                                   TECHNOLOGY  TRANSACTION
                                    SERVICES    SERVICES     TOTAL
                                   ----------  -----------  --------
                                             (IN THOUSANDS)

Balance as of January 1, 2002       $  --       $    34     $    34
Goodwill acquired during year:
    NYFIX Millennium                   --         6,906       6,906
    Javelin                          42,321        --        42,321
                                    -------     -------     -------
Balance as of December 31, 2002     $42,321     $ 6,940     $49,261
                                    =======     =======     =======

6.      INVESTMENTS IN AFFILIATES

EUROLINK

        On March 6, 2002,  the Company  acquired a convertible  preferred  stock
interest in  EuroLink,  with its  operations  based in Madrid,  Spain,  for $4.0

                                      F-25



                                   NYFIX, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -CONTINUED

million  in cash.  EuroLink  offers  the  European  securities  industry  direct
electronic  access to the U.S.  equity markets from Europe.  EuroLink offers the
Company's   equity   terminals  and  market  access  services  to  the  European
marketplace,  primarily on a transaction  fee basis.  The  preferred  stock will
automatically  convert into a 40% common stock  interest upon the earlier of two
years from the date of the  agreement  or a change of control,  as  defined,  of
EuroLink.  The Company  also has an option to purchase up to an  additional  40%
common stock interest in EuroLink from certain of its stockholders at a price to
be determined  based upon a formula of  EuroLink's  earnings,  as defined.  Such
exercise  price  ranges  from a minimum  of $1.0  million  to a maximum of $10.0
million.  The option is exercisable  between April 1, 2004 and June 30, 2004 and
is  payable  in  equal  amounts  of cash and the  Company's  common  stock.  The
investment in EuroLink is being  accounted for under the equity  method.  During
the year ended December 31, 2002, the Company  recorded a loss on the investment
of $0.5  million,  which was  included in "other  expense"  in the  accompanying
consolidated  statement  of  operations.  In  addition,  the  Company had a note
receivable from EuroLink at December 31, 2002 in the amount of $0.5 million, due
October 2003,  bearing an interest rate of 6.0%, which was included in "due from
unconsolidated affiliates" in the accompanying consolidated balance sheet.

RENAISSANCE

        On October 2, 2002, the Company acquired an 18% interest in Renaissance.
The Company  acquired its interest in return for 300,000 shares of the Company's
stock with a fair value of $3.74 per share,  totaling $1.1 million.  Renaissance
was formed to  commercialize  a NASDAQ trading  platform (the  "Platform").  The
Company  also has an option to  purchase a minimum of 20% to a maximum of 40% of
the  total  outstanding  membership  units  of  Renaissance  at a  price  to  be
determined  based upon a formula,  between  October 2004 and October  2006.  The
Company also loaned $1.5 million to Renaissance,  for which Renaissance issued a
convertible secured promissory note. The note bears an interest rate of 5.5%, is
due in October 2007, or is convertible into 6,400,000 units (or 32% of the total
outstanding  membership  units,  subject to  dilution)  of  Renaissance,  at the
Company's  option anytime after October 2003. The investment in Renaissance  was
accounted for under the equity method.  During the year ended December 31, 2002,
the  Company  recorded  a loss on the  investment  of $0.1  million,  which  was
included  in "other  expense" in the  accompanying  consolidated  statements  of
operations.

        In  connection  with its  investment,  the  Company  acquired,  for $1.0
million,  and contributed to Renaissance,  the intellectual  property rights and
source code to the Platform,  which was developed over the last several years by
a major bank and  brokerage  firm and  contributed  such  intellectual  property
rights and source code to  Renaissance.  In  addition,  the Company  funded $1.0
million of certain of  Renaissance's  operating costs and capital  expenditures.
Such funding was reflected as "other amounts due from unconsolidated affiliates"
in the  accompanying  consolidated  balance  sheet.  In  consideration  for  the
intellectual  property rights contributed and the funding of the operating costs
and capital expenditures, the Company will share in 50% of Renaissance's revenue
for, at minimum,  3 years.  In addition,  the Company  provided  Renaissance  an
additional  $1.0 million in the first  quarter of 2003 in exchange for a secured
promissory note. The Company subleases approximately 8,000 square feet of office
space to Renaissance at annual cost of $0.2 million.

7.      OTHER ASSETS

        Other assets included deferred product enhancement costs of $3.9 million
and $3.4 million at December 31, 2002 and 2001, respectively, net of accumulated
amortization  of $7.4  million and $5.0  million at December  31, 2002 and 2001,
respectively.  Included in cost of revenue was amortization  expense of deferred
product  enhancement  costs of $2.4  million,  $1.8 million and $1.2 million for
2002, 2001 and 2000,  respectively.  Included in depreciation  and  amortization
expense was amortization expense for other assets of $4,000 in each of the three
years in the period ended December 31, 2002.

                                      F-26



                                   NYFIX, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -CONTINUED

8.      ACCRUED EXPENSES

        Accrued expense consisted of the following:

                                            DECEMBER 31,
                                       ------------------------
                                         2002            2001
                                       -------          ------
                                             (IN THOUSANDS)

Income taxes payable                    $ --            $  536
Taxes, other than income taxes           2,216           1,729
Commissions payable                        561             560
Payroll-related accruals                 1,153             334
Other current liabilities                1,430             371
                                        ------          ------
       Total accrued expenses           $5,360          $3,530
                                        ======          ======

9.      DEBT AND LEASE OBLIGATIONS

        On July 13, 1998, the Company  entered into a three-year $3 million line
of credit agreement with a financial institution. Outstanding indebtedness under
the credit  agreement  bore  interest at LIBOR plus 1.25%,  or the bank's  prime
rate,  at the Company's  discretion.  The Company drew down an aggregate of $1.8
million under the agreement  during 1998 and an additional  $0.7 million  during
1999.  The weighted  average  outstanding  borrowings  were  approximately  $1.8
million at a weighted  average interest rate of 6.49% for 2001. The Company paid
the  outstanding  balance in full on July 17,  2001 and did not renew the credit
facility.

        At December 31, 2002,  the Company was  committed  under  capital  lease
obligations  with  interest  rates  ranging from 4.24% to 12.59% for  maturities
ranging from January 2, 2003 to May 1, 2005. At December 31, 2002, capital lease
obligations  were $1.8 million,  of which $1.1 million was classified as current
in the accompanying consolidated balance sheet.

        Future minimum lease  payments,  net of sub-lease  rental income,  under
non-cancelable  capital and  operating  leases with lease terms in excess of one
year at December 31, 2002 were as follows:

                                                               CAPITAL      OPERATING
                                                               -------      ----------
YEAR ENDING DECEMBER 31,                                          (IN THOUSANDS)
------------------------
   2003                                                       $ 1,161      $ 4,983
   2004                                                           551        4,898
   2005                                                           136        2,224
   2006                                                          --            786
   2007                                                          --            820
   Thereafter                                                    --          2,030
                                                              -------      -------
       Total minimum lease payments                             1,848      $15,741
                                                                           =======
   Less: amount representing interest                              95
                                                              -------
       Present value of minimum capital lease payments        $ 1,753
                                                              =======

        Aggregate rental expense,  net of sub-lease  rental income,  amounted to
$4.6  million,  $1.5 million and $1.0  million for the years ended  December 31,
2002, 2001 and 2000, respectively.

                                      F-27



                                   NYFIX, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -CONTINUED

10.     CONTINGENCIES

LITIGATION

        During the course of normal  business,  the Company becomes  involved in
various routine legal proceedings. The Company believes that it is not presently
a party to any material  litigation,  the outcome of which could  reasonably  be
expected to have a material adverse effect on its financial position, results of
operations or cash flows.

BROKER-DEALER NET CAPITAL REQUIREMENTS

        The  SEC  and  the  NASD,  as well  as  other  regulatory  agencies  and
securities  exchanges within and outside the United States, have stringent rules
with respect to the  maintenance of specific  levels of net capital by regulated
broker-dealers.  These rules  include the SEC's net capital  rule,  to which the
Company's U.S.  broker-dealer  subsidiaries  are subject.  The failure by one of
these  subsidiaries  to maintain its required net capital may lead to suspension
or revocation of its  registration by the SEC and its suspension or expulsion by
the NASD and other U.S. or international regulatory bodies, and ultimately could
require its  liquidation.  In addition,  a change in the net capital rules,  the
imposition of new rules or any unusually large charge against the net capital of
one of the  Company's  broker-dealer  subsidiaries  could  limit its  operation,
particularly those that are capital intensive. A large charge to the net capital
of one of these  subsidiaries  could  result from an error or other  operational
failure  or a  failure  of a  customer  to  complete  one or more  transactions,
including  as  a  result  of  that   customer's   insolvency   or  other  credit
difficulties, and the Company cannot assure that it would be able to furnish the
affected subsidiary with the requisite additional capital to offset that charge.
The net capital  rules could also  restrict  the  Company's  ability to withdraw
capital from its  broker-dealer  subsidiaries,  which could limit the  Company's
ability  to  pay  cash  dividends,  repay  debt  or  repurchase  shares  of  its
outstanding  stock. A significant  operating loss or any unusually  large charge
against net capital could adversely  affect the Company's  financial  condition,
results of operations or cash flows.

11. EQUITY

COMMON STOCK

        In connection with its acquisitions and investments mentioned in Notes 5
and 6, the Company  issued (i) an aggregate of 1,968,750  shares of common stock
to the NYFIX  Millennium  Initial Partners in October 1999, with a fair value of
$34.6 million;  (ii) an aggregate of 376,000 shares of common stock to the NYFIX
Millennium  New  Partners  in March and April  2001,  with a fair  value of $8.4
million;  (iii) an  aggregate  of  296,250  shares of common  stock to the NYFIX
Millennium Initial Partners and New Partners in February 2002, with a fair value
of $4.5  million;  (iv) an  aggregate  of  2,784,896  shares of common  stock to
Javelin  stockholders in March 2002, with a fair value of $41.2 million; and (v)
an aggregate of 300,000 shares of common stock to the  Renaissance  stockholders
in October 2002, with a fair value of $3.74 per share, totaling $1.1 million.

        On June 22, 2001, the Company  completed a follow-on  public offering as
authorized by its Board of  Directors,  issuing  3,000,000  shares of its common
stock at a price of $21.00 per share,  generating net proceeds of $57.3 million,
after deducting the underwriting discounts and commissions and offering expenses
paid by the Company.

                                      F-28



                                   NYFIX, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -CONTINUED

STOCKHOLDER'S RIGHTS PLAN

        On  September 1, 1997,  the Board of Directors  declared a dividend of a
preference share purchase right (a "Right") for each outstanding share of common
stock of the Company held by  stockholders of record on September 19, 1997. Each
share of common stock issued by the Company  after such record date has the same
Right attached  thereto.  Each Right entitles the registered  holder to purchase
from the Company,  at any time after a  stockholder  acquires 20% or more of the
Company's outstanding common stock, as set forth in the Rights Agreement, shares
of the Company's  Series A Preferred Stock  ("Preference  Stock").  The purchase
price is $40 per one  one-hundredth of a share of Preference  Stock,  subject to
adjustment as set forth in the Rights Agreement.

TREASURY STOCK

        On August 23, 2001,  the Company  announced  that its Board of Directors
had  authorized  the  repurchase  of up to 1,000,000  shares of its  outstanding
common stock.  Through  September  30, 2001,  the Company  repurchased  the full
1,000,000 shares in the open market at prevailing  market prices at an aggregate
cost of $15.2 million.

        On October 2, 2001,  the Company  announced  that its Board of Directors
had  authorized  the  repurchase  of up to an additional  500,000  shares of its
outstanding common stock.  Through December 31, 2001, the Company repurchased an
additional  301,300 shares in the open market at prevailing  market prices at an
aggregate cost of $3.9 million.

12.     INCOME TAXES

        Deferred   income  taxes  reflect  the  net  tax  effects  of  temporary
differences  between the carrying amount of assets and liabilities for financial
reporting purposes and the amount used for income tax purposes.  The tax effects
of temporary  differences that give rise to significant portions of the deferred
tax assets and deferred tax  liability  recognized at December 31, 2002 and 2001
are presented below:

                                      F-29



                                   NYFIX, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -CONTINUED

                                                 DECEMBER 31,
                                             -------------------
                                               2002       2001
                                             --------    -------
                                                 (IN THOUSANDS)
Deferred tax assets:
   Bad debt expense                          $   590     $   243
   Deferred revenue                              900        --
   Inventory obsolescence                         34          34
   Intangible asset amortization                 353        --
   Capitalized product development costs         941         611
   Net operating loss carryforward             2,513         108
   Basis in NYFIX Millennium                   9,363       6,698
   Research and development tax credits          579        --
   Other                                         412          77
                                             -------     -------
        Total deferred tax assets             15,685       7,771
                                             -------     -------
Deferred tax liabilities:
   Depreciation and amortization               2,044         282
   Other                                         172        --
                                             -------     -------
        Total deferred tax liabilities         2,216         282
                                             -------     -------
        Total deferred tax assets, net       $13,469     $ 7,489
                                             =======     =======

        At December  31,  2002,  the Company  had a Federal net  operating  loss
carryforward of $5.3 million, which may be used to offset future taxable income.
The  Company's  net  operating  loss  carryforward  results  primarily  from net
operating  loss  carryforwards  acquired in connection  with the  acquisition of
Javelin and expire  between 2020 and 2022.  The  Company's  net  operating  loss
carryforward  is subject to an annual  limitation,  as defined in Section 382 of
the Internal Revenue Code, of approximately $2.2 million. No valuation allowance
has been established against the deferred tax asset since management believes it
is more likely than not that the deferred tax assets will be realized.

        The  exercise  of  non-qualified  stock  options  and the  disqualifying
dispositions  of incentive  stock options under the Company's stock option plans
gives rise to  compensation  which is  includable  in the taxable  income of the
recipients  and  deductible  by the Company  for  Federal  and state  income tax
purposes.  The tax benefit  recognized  from the  utilization of such deductions
increased  paid-in  capital by $0.1  million and $0.4  million  during the years
ended December 31, 2002 and 2001, respectively.

        The reconciliation between the Federal statutory income tax rate and the
Company's effective income tax rate was as follows:

                                                     YEAR ENDED DECEMBER 31,
                                                    --------------------------
                                                    2002     2001        2000
                                                    ----     ----        ----
Statutory Federal tax rate                          (35)%     35%        (34)%
State and local taxes, net of federal benefit        (5)%     34%         41%
Research and development tax credits and other       (9)%      1%        (10)%
Equity loss in NYFIX Millennium                       8%     206%        229%
Valuation allowance                                  --       --        (784)%
                                                   ----      -----      -----
      Effective tax rate                            (41)%    276%       (558)%
                                                   ====      =====      ====

                                      F-30



                                   NYFIX, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -CONTINUED

        The  Company  received  no income  tax  benefit  from its  equity in the
operating  loss of NYFIX  Millennium  of $1.4  million,  $11.6  million and $7.4
million for the years ending December 31, 2002, 2001 and 2000, respectively,  as
these operating  losses were allocated to the Initial  Partners and New Partners
for income tax purposes.

        As of December  31,  1999,  the  Company  established  a full  valuation
allowance for its deferred tax assets based upon  management's  determination of
the  amount  that  would  ultimately  be  realized.  Based  upon  the  continued
profitability   of  the  Company   during  2000  as  well  as  expected   future
profitability,  management  determined as of December 31, 2000, that a valuation
allowance  was no  longer  required  and  reversed  the $8.6  million  valuation
allowance.

        Research  and  development  tax credits for the year ended  December 31,
2002 related  primarily to research and  development  expenses  incurred in 1999
through 2002.

        Significant  components  of the income tax (benefit)  provision  were as
follows:

                                                      YEAR ENDED DECEMBER 31,
                                                  --------------------------------
                                                    2002        2001         2000
                                                    ----        ----         ----
Current:                                                  (IN THOUSANDS)

   Federal                                        $(1,048)     $ 2,101     $ 1,020
   State and foreign                                 --          1,853         166
                                                  -------      -------     -------
       Total current                               (1,048)       3,954       1,186
                                                  -------      -------     -------
Deferred:
   Federal                                         (1,331)       1,255       1,200
   State and foreign                               (1,209)         218          76
   Decrease in valuation allowance                   --           --        (8,559)
                                                  -------      -------     -------
      Total deferred                               (2,540)       1,473      (7,283)
                                                  -------      -------     -------
         Total income tax (benefit) provision     $(3,588)     $ 5,427     $(6,097)
                                                  =======      =======     =======

13.     (LOSS) INCOME PER SHARE

        The  Company's  (loss)  income per common share  ("EPS") was  calculated
based on net loss  available  to common  stockholders  and the  weighted-average
number  of  shares  outstanding  during  the  reported  period.   Stock  options
representing  1,285,000  and  1,758,000  shares were  excluded from the loss per
common  share  calculation  for the  years  ended  December  31,  2002 and 2001,
respectively, as their effect was anti-dilutive.

                                      F-31



                                   NYFIX, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -CONTINUED

                                                        YEAR ENDED DECEMBER 31,
                                                ------------------------------------------
                                                     2002             2001         2000
                                                     ----             ----         ----
                                                (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Net (loss) income                               $     (5,045)    $     (3,457)    $ 5,005
                                                ============     ============     =======

(Loss) income per common share:
                                                ------------     ------------     -------
   Basic                                        $      (0.17)    $      (0.13)    $  0.20
                                                ============     ============     =======
   Diluted                                      $      (0.17)    $      (0.13)    $  0.19
                                                ============     ============     =======

Weighted average common shares outstanding:
   Basic                                              30,126           26,784      24,480
                                                ============     ============     =======
   Diluted                                            30,126           26,784      26,425
                                                ============     ============     =======

14.     RELATED PARTY TRANSACTIONS

        The  Initial  and New  Partners  of NYFIX  Millennium  (see  Note 5) are
customers  of the  Company.  See  Note 6 for  discussion  of  transactions  with
affiliates.

        The Company has notes  receivable  from  certain of its officers for the
exercise of options  for the  Company's  common  stock,  with  interest at rates
ranging from 5.5% to 7.5%, for  maturities  ranging from October 1, 2003 to June
30, 2005.  Such notes  aggregated  $0.6 million and $0.6 million at December 31,
2002 and 2001,  respectively,  and were included in "due from  officers"  within
stockholders'  equity  on the  accompanying  consolidated  balance  sheets.  The
Company has notes  receivable from certain of its officers,  with an interest at
rate of 5.5% and  maturing  July 2004.  Such notes  aggregated  $0.4  million at
December  31,  2002 and were  included  in "other  assets"  on the  accompanying
consolidated balance sheet. The Company also had amounts receivable from certain
of its officers for travel and payroll advances of $0.2 million and $0.2 million
at  December  31,  2002 and 2001,  respectively  and were  included  in "prepaid
expense and other" on the accompanying consolidated balance sheets.

15.     EMPLOYEE BENEFIT PLANS

        The  Company  sponsors  a 401(k)  retirement  plan (the  "401(k)  Plan")
covering   substantially  all  of  its  U.S.   employees  who  meet  eligibility
requirements. The 401(k) Plan permits participants to contribute a percentage of
their  annual  compensation,  as  defined,  not to exceed the  Federal  limit of
$12,000 in 2002.  The 401(k) Plan  permits the Company to match  employees'  tax
deferred contributions up to a maximum of 3% of employees' compensation provided
the  Company  employs  the  employee  at  the  end of the  year.  The  Company's
contributions under the Plan are discretionary.

        As a result of the Company's  acquisition  of Javelin on March 31, 2002,
the Company  assumed  Javelin's  401(k)  retirement  plan (the  "Javelin  401(k)
Plan").  The  Javelin  401(k)  Plan  permitted   participants  to  contribute  a
percentage of their annual  compensation,  as defined, not to exceed the Federal
limit of $12,000 in 2002.  The  Javelin  401(k)  Plan  required  the  Company to
contribute an amount equal to 3% of the employees'  compensation,  regardless of
their participation in the plan. The Company's  contributions under the Plan are
discretionary.

        The Company also maintains  various benefit plans for its  international
employees. The Company may make discretionary  contributions to these plans. The
aggregate  cost of  contributions  made by the Company to all  employee  benefit
plans were $0.6 million,  $0.3 million and $0.1 million in 2002,  2001 and 2000,
respectively.

                                      F-32



                                   NYFIX, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -CONTINUED

16.     STOCK-BASED COMPENSATION

STOCK WARRANTS

        In July 1998,  the Company  entered into a three-year $3 million line of
credit agreement (the "Agreement") with a financial  institution,  which expired
on July 30, 2001. The debt was personally secured by a non-employee  stockholder
of the Company and the Company's  president.  In consideration  for securing the
Agreement,  the  non-employee  stockholder  and president  received  337,500 and
56,250  warrants,  respectively,  to  purchase  the  Company's  common  stock at
approximately  $2.83 per  share,  which was the  market  value of the  Company's
common stock on the date such warrants were issued.  The expense  related to the
warrants issued was recognized  over the three-year  term of the Agreement.  The
remaining unexercised warrants expired on July 30, 2001.

2001 STOCK OPTION PLAN

        On March 13, 2001,  the Company  adopted the 2001 Stock Option Plan (the
"2001 Plan") for which a total of 2,000,000 shares of the Company's common stock
have been  reserved for  issuance.  The 2001 Plan was approved at the  Company's
Annual  Meeting of  Stockholders  held on June 4,  2001.  In 2002,  the  Company
adopted an amendment to the 2001 Plan, to increase the total number of shares of
the  Company's  common stock  reserved for  issuance to 3,500,000  shares.  This
amendment was approved at the Company's  Annual Meeting of Stockholders  held on
June 10,  2002.  Pursuant to the 2001 Plan,  as  amended,  the Company may grant
stock options and stock purchase  rights to the Company's  employees,  officers,
directors and  consultants.  The Board of Directors,  or a committee to whom the
Board of Directors has delegated authority,  selects individuals to whom options
are granted.  Options generally become  exercisable over a three-year period and
expire in ten years. The exercise price of incentive stock options granted under
the 2001 Plan must be at least equal to the fair market  value of the  Company's
stock at the date of grant,  as defined.  The 2001 Plan was  effective on May 1,
2001 and expires on April 30,  2011.  At December  31,  2002,  stock  options to
purchase 2,996,976 shares of the Company's common stock were outstanding.

JAVELIN STOCK OPTION PLAN

        As a result of the Company's  acquisition  of Javelin on March 31, 2002,
the Company assumed the  outstanding  stock options of Javelin that were granted
pursuant to the Javelin 1999 Stock Option Plan (the "Javelin Plan"). The Javelin
Plan authorized grants of stock options of Javelin. At the acquisition date, the
Javelin options where converted into the Company's  options at a conversion rate
of 0.51 to one. The options  granted under the Javelin Plan were fully vested at
the time of the Company's acquisition of Javelin pursuant to a change of control
clause  within the  Javelin  Plan.  A total of 511,167  shares of the  Company's
common stock have been reserved for  issuance.  Pursuant to the Javelin Plan, as
amended,  the Company may grant stock options and stock  purchase  rights to the
Company's employees, officers, directors and consultants. The maximum term of an
incentive stock option grant under the Javelin Plan is limited to ten years. The
exercise price of incentive stock options granted under the Javelin Plan must be
at least equal to the fair market  value of the  Company's  stock at the date of
grant, as defined. The Javelin Plan was effective on July 1, 1999 and expires on
June 30, 2009. At December 31, 2002, stock options to purchase 348,680 shares of
the Company's common stock were outstanding.

1991 STOCK OPTION PLAN

        On March 30, 1999, the Board of Directors adopted the first amendment to
the Amended and Restated 1991 Incentive and Nonqualified  Stock Option Plan (the
"1991 Plan").  Under the 1991 Plan, as amended,  the number of options  reserved
for issuance was increased from 3,375,000  shares to 5,625,000  shares of common

                                      F-33



                                   NYFIX, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -CONTINUED

stock.   This  amendment  was  approved  at  the  Company's  Annual  Meeting  of
Stockholders  held on June 7, 1999.  On March 29,  2000,  the Board of Directors
adopted the second amendment to the 1991 Plan. Under this amendment,  the number
of  options  reserved  for  issuance  was  increased  from  5,625,000  shares to
6,625,000  shares of common stock.  This amendment was approved at the Company's
Annual Meeting of Stockholders  held on June 5, 2000.  Options granted generally
become  exercisable  over a three-year  period and expire in ten years. The 1991
Plan expired on June 23, 2001. All available options have been granted under the
1991 Plan, as amended and no further  grants will be made. At December 31, 2002,
stock options to purchase  3,679,143  shares of the Company's  common stock were
outstanding.

        The  summary of the  activity  of stock  warrants  for the years  ending
December 31, 2001 and 2000, was as follows:

                                           YEAR ENDED DECEMBER 31,
                               -------------------------------------------------
                                         2001                   2000
                               ------------------------  -----------------------
                                             WEIGHTED                WEIGHTED
                                              AVERAGE                 AVERAGE
                                             EXERCISE                EXERCISE
                                  SHARES       PRICE      SHARES       PRICE
                               ----------    ---------   --------    ---------
Outstanding at beginning
   of the year                    56,250      $   2.83   551,250      $   2.74
Granted                             --            --        --             --
Exercised                        (56,250)         2.83  (495,000)         2.70
Cancelled                           --            --        --             --
                                --------               --------
Outstanding and exercisable
   at end of the year               --        $   --      56,250      $   2.83
                                ========               =========


        The  summary of the  activity  under  stock  option  plans for the years
ending December 31, 2002, 2001, and 2000, was as follows:

                                      F-34



                                   NYFIX, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -CONTINUED

                                                           YEAR ENDED DECEMBER 31,
                                     ----------------------------------------------------------------------------------
                                             2002                      2001                           2000
                                     ------------------------   ------------------------     --------------------------
                                                     Weighted                   Weighted                     Weighted
                                                     average                    average                       average
                                                     exercise                    exercise                     exercise
                                      Shares          price       Shares          price       Shares           price
                                     ---------     ----------    ---------    -----------    ---------     -----------
Outstanding at beginning
   of the year                       5,753,940      $   12.95    4,529,387      $   11.50    3,552,485      $    4.09
Granted                              1,900,850           4.97    2,025,926          15.58    2,007,063          28.00
Assumed in the acquisition
   of Javelin                          493,699           7.80         --              --         --                --
Exercised                             (169,612)          2.81     (384,250)          5.79     (759,713)          3.75
Cancelled                             (954,078)         14.32     (417,123)         16.58     (270,448)         12.41
                                     ---------                   ---------                  ----------
Outstanding at end
   of the year                       7,024,799      $   10.53    5,753,940      $   12.95    4,529,387      $   11.50
                                     =========                   =========                  ==========

Exercisable at end of the year       3,963,679      $   10.34    2,835,723      $    9.03    1,376,321      $    3.16
                                     =========                   =========                  ==========

Weighted average fair value
   of options granted                               $    3.23                   $    12.47                  $   16.02

Weighted average fair value
   of options assumed in
   the acquision of Javelin                         $   12.28                   $      --                   $     --

        The  following  table   summarizes   information   about  stock  options
outstanding and exercisable at December 31, 2002:

                                   OPTIONS OUTSTANDING                          OPTIONS EXERCISABLE
                       --------------------------------------------       -------------------------------
                                         WEIGHTED
                                          AVERAGE          WEIGHTED                            WEIGHTED
                                         REMAINING          AVERAGE                             AVERAGE
RANGE OF EXERCISE                          LIFE            EXERCISE                            EXERCISE
     PRICES              SHARES           (YEARS)            PRICE         SHARES                PRICE
------------------     -----------      -----------       ------------    -----------       ---------------

$ 1.14 - $ 4.40         2,957,296             6.9         $      3.06      1,570,496        $     2.29
$ 4.41 - $ 8.80           853,160             8.2                7.46        437,910              6.80
$ 8.81 - $13.20         1,123,000             8.6               12.16        581,643             12.02
$13.21 - $17.60           957,192             7.3               14.76        724,459             14.70
$17.61 - $22.00           224,725             4.9               21.25        185,192             21.29
$22.01 - $26.40           398,776             7.7               23.38        241,661             23.42
$26.41 - $30.80            99,650             7.0               28.03         72,818             27.98
$30.81 - $35.20           307,800             7.5               32.62         78,200             32.00
$35.21 - $39.60            92,700             7.7               36.68         63,300             36.70
$39.61 - $44.00            10,500             7.8               40.13          8,000             40.09
                        ---------                                          ---------
                        7,024,799             7.4         $     10.53      3,963,679         $   10.34
                        =========                                          =========

                                      F-35



                                   NYFIX, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -CONTINUED

        The fair value of each option  grant is  estimated  on the date of grant
using the Black-Scholes option-pricing model with the following weighted-average
assumptions:

                                         YEAR ENDED DECEMBER 31,
                                  ---------------------------------------
                                    2002          2001           2000
                                  -----------    ----------    ----------

Average risk-free interest rate     3.8 %         4.6 %         6.1 %
Average expected life               6.5 years     4.3 years     5.0 years
Expected volatility                 79 %          71 %          70 %
Expected dividend yield             0 %           0 %           0 %

17.     BUSINESS SEGMENT INFORMATION

        The Company has adopted  the  disclosure  requirements  of SFAS No. 131,
"Disclosures  About  Segments of an Enterprise and Related  Information,"  which
establishes  standards for additional  disclosure  about operating  segments for
interim and annual financial  statements.  This standard requires that financial
and descriptive  information be disclosed for segments whose  operating  results
are  reviewed by the  Company for  decisions  on  resource  allocation.  It also
establishes  standards  for related  disclosures  about  products and  services,
geographic areas and major customers.

        Prior to 2002, the Company  operated in a single  industry  segment as a
provider  of  electronic   trading   infrastructure   and  technologies  to  the
professional trading segment of the brokerage  community.  With the acquisitions
of NYFIX Millennium and NYFIX Transaction Services (see Note 5), the Company now
operates as a financial  services  technology  company in two industry segments,
Technology Services and Transaction Services.  The Company's reportable segments
are  based  upon the  nature  of  products  within  the  Company.  The  products
comprising  the  reportable  segments are managed  separately and have differing
technology and marketing  strategies.  The accounting policies of the reportable
segments  are  the  same  as  those  described  in the  summary  of  significant
accounting  policies  contained  herein  within Note 1. The  operating  segments
reported  below are the  segments of the Company  for which  separate  financial
information is available and for which operating results are evaluated regularly
by senior  management  in deciding  how to allocate  resources  and in assessing
performance.

        The Technology  Services segment provides  desktop  solutions,  wireless
exchange  floor  systems,  electronic  automation  systems and straight  through
processing to the professional trading segment of the brokerage community.

        The Transaction  Services segment,  which is substantially  comprised of
the  Company's  NYFIX  Millennium  and NYFIX  Transaction  Services  businesses,
provides an electronic order routing and matching  environment,  anonymous order
matching  and  execution  services  to both the  Company's  existing  technology
customers and  web-based  desktop  users,  and execution and smart order routing
solutions,   primarily  to  domestic  and   international   broker-dealers   and
specialized trading firms.

                                      F-36



                                   NYFIX, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -CONTINUED

        Summarized financial information by business segment for the years ended
December 31, 2002, 2001 and 2000 was as follows:

                                                     YEAR ENDED DECEMBER 31,
                                               --------------------------------------
                                                 2002           2001           2000
                                               ---------      ---------     ---------
Revenue:                                                  (IN THOUSANDS)

   Technology Services                         $  48,853      $  41,397     $  23,980
   Transaction Services                            7,109           --            --
   Eliminations                                     (150)          --            --
                                               ---------      ---------     ---------
       Total revenue                           $  55,812      $  41,397     $  23,980
                                               =========      =========     =========

Gross Profit:
   Technology Services                         $  28,608      $  27,237     $  15,078
   Transaction Services                              494           --            --
                                               ---------      ---------     ---------
       Total gross profit                      $  29,102      $  27,237     $  15,078
                                               =========      =========     =========

Identifiable assets:
   Technology Services                         $  85,300      $  34,053     $  28,811
   Transaction Services                           14,938          8,479        11,672
   Corporate                                      46,377         53,717        15,945
                                               ---------      ---------     ---------
       Total indentifiable assets              $ 146,615      $  96,249     $  56,428
                                               =========      =========     =========

Depreciation and amortization:
   Technology Services                         $   9,900      $   6,406     $   3,664
   Transaction Services                            1,586           --             302
   Corporate                                         175             59            33
                                               ---------      ---------     ---------
       Total depreciation and amortization     $  11,661      $   6,465     $   3,999
                                               =========      =========     =========

Capital expenditures:
   Technology Services                         $   3,671      $   6,593     $   5,982
   Transaction Services                              586           --           2,337
   Corporate                                         309            528           102
                                               ---------      ---------     ---------
       Total capital expenditures              $   4,566      $   7,121     $   8,421
                                               =========      =========     =========

        Identifiable assets by segment include assets directly identifiable with
those segments. Corporate assets consist primarily of cash and cash equivalents,
short-term  investments,  deferred tax assets and investments in  unconsolidated
affiliates associated with non-operating activities.

                                      F-37



                                   NYFIX, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -CONTINUED

        Reconciling  information between business segments and the (loss) income
before income taxes and minority interest was as follows:

                                              YEAR ENDED DECEMBER 31,
                                         ---------------------------------------
                                            2002         2001          2000
                                         ---------     ---------     ----------
                                                   (IN THOUSANDS)

Gross profit for reportable segments     $ 29,102      $ 27,237      $ 15,078
Operating expense                         (37,480)      (25,647)      (16,600)
Interest expense                             (262)         (343)         (333)
Investment income                             628           737           783
Other expense                                (621)          (14)          (20)
                                         --------      --------      --------
(Loss) income before income taxes        $ (8,633)     $  1,970      $ (1,092)
                                         ========      ========      ========

        Summarized  financial  information by geographic location for 2002, 2001
and 2000 was as follows:

                            YEAR ENDED DECEMBER 31,
                         --------------------------------
                           2002       2001       2000
                         --------------------------------
Revenue:                        (IN THOUSANDS)

   United States         $52,774     $35,134     $21,302
   Foreign                 3,038       6,263       2,678
                         -------     -------     -------
     Total revenue       $55,812     $41,397     $23,980
                         =======     =======     =======

                                     AS OF DECEMBER 31,
                               --------------------------------
                                 2002       2001       2000
                               --------------------------------
                                        (IN THOUSANDS)

Long-lived assets:
    United States               $86,126     $37,563     $31,443
    Foreign                       2,014       1,626       1,626
                                -------     -------     -------
      Total long-lived assets   $88,140     $39,189     $33,069
                                =======     =======     =======

        Revenues were attributed based upon the origin of the product  delivered
or service  provided.  Revenue  from export  sales,  principally  software  sale
revenue,  was $2.6  million,  $4.0  million and $2.4 million for the years ended
December 31, 2002, 2001 and 2000, respectively.

        Classes of products representing 10% or more of revenue were:

                                                      YEAR ENDED DECEMBER 31,
                                                    ----------------------------
                                                     2002       2001      2000
                                                    ------    -------    -------
Technology Services Revenue:
    Subscription revenue - Fix Trader                13.8%      17.2%     16.3%
    Subscription revenue - communication charges       (1)      10.1%       (1)
    Sale revenue - OBMS software                       (1)      14.9%     17.0%

  (1) less than 10%

                                      F-38



                                   NYFIX, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -CONTINUED

18.     VALUATION AND QUALIFYING ACCOUNTS

                                                           Additions
                                        Balance at        Charged to           Deductions
                                        Beginning          Costs and           and Write-       Balance
                                          Year              Expenses              offs         End of Year
                                     ---------------     ---------------     ---------------   -----------
ALLOWANCE FOR DOUBTFUL ACCOUNTS:                                 (IN THOUSANDS)

    Year ended December 31, 2002     $           511     $         1,146     $           450     $1,207
                                     ===============     ===============     ===============     ======
    Year ended December 31, 2001     $           421     $           233     $           143     $  511
                                     ===============     ===============     ===============     ======
    Year ended December 31, 2000     $           125     $           416     $           120     $  421
                                     ===============     ===============     ===============     ======

INVENTORY RESERVE:
    Year ended December 31, 2002     $            82     $            78     $          --       $  160
                                     ===============     ===============     ===============     ======
    Year ended December 31, 2001     $            92     $           (10)    $          --       $   82
                                     ===============     ===============     ===============     ======
    Year ended December 31, 2000     $            82     $            10     $          --       $   92
                                     ===============     ===============     ===============     ======

19.     SUPPLEMENTAL CASH FLOW INFORMATION

        Information  about the cash flow  activities  related to the Javelin and
NYFIX  Millennium  acquisitions  during the year ended  December 31, 2002 was as
follows:

                                                          YEAR ENDED
                                                          DECEMBER 31,
                                                             2002
                                                          --------------
                                                          (IN THOUSANDS)

Fair value of net assets acquired, net of cash acquired     $ 76,219
Fair value of liabilities assumed                            (15,670)
Common stock issued                                          (49,154)
Pre-acquisition investment basis                              (4,600)
                                                            --------
     Payments for acquisitions, net of cash acquired        $  6,795
                                                            ========

        Information  about  other cash flow  activities  during the years  ended
December 31, 2002, 2001 and 2000 was as follows:

                                      F-39



                                   NYFIX, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -CONTINUED

                                                                YEAR ENDED DECEMBER 31,
                                                            ---------------------------------
                                                              2002        2001         2000
                                                            --------    --------     --------
Supplemental disclosures of cash flow information:                   (IN THOUSANDS)

    Cash paid for interest                                  $   262     $   301      $   274
    Cash paid for income taxes, net of refunds                  937       2,985          286
Supplemental schedule of noncash investing and
 financing information:
    Capital lease obligations incurred for the purchase
      of property and equipment                               1,278         524        2,023
    Common stock issued for investments in
      unconsolidated affiliates                               1,121        --           --
    Common stock issued for notes                                70          78           30
    Unrealized (gain) loss on available-for-sale
      securities                                                142         (35)        --

20.     QUARTERLY FINANCIAL DATA - UNAUDITED

        As described in Note 1, certain operating  expenses were reclassified to
cost of revenue.

        As described in Note 2, the  unaudited  quarterly  information  has been
restated.  The following table presents a comparison of previously  reported and
restated unaudited quarterly financial information:

                                      F-40



                                   NYFIX, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -CONTINUED

                                                                  THREE MONTHS ENDED
                            -----------------------------------------------------------------------------------------------------
                                    MARCH 31,               JUNE 30,               SEPTEMBER 30,                  DECEMBER 31,
                            ----------------------   ---------------------    ---------------------        ----------------------
                                AS                       AS                       AS                            AS
                            PREVIOUSLY       AS      PREVIOUSLY       AS      PREVIOUSLY       AS           PREVIOUSLY       AS
                             REPORTED    RESTATED     REPORTED    RESTATED     REPORTED    RESTATED          REPORTED    RESTATED
                            ----------   --------    ----------   --------    ----------   --------         -----------  --------
2002                                                  (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Revenue                      $10,071     $ 10,071    $  13,086     $  13,086   $  15,368     $  15,368      $ 17,287     $ 17,287
                             =======     ========    =========     =========   =========     =========      ========     ========
Gross profit, as
   previously reported       $ 7,328     $  7,328    $   8,735     $   8,735   $  10,799     $  10,799      $  9,357     $  9,357
Reclassification              (1,704)      (1,704)      (2,534)       (2,534)     (2,879)       (2,879)         --           --
                             -------     --------    ---------     ---------   ---------     ---------      --------     --------
Gross profit, as
   reclassified              $ 5,624     $  5,624    $   6,201     $   6,201   $   7,920     $   7,920      $  9,357     $  9,357
                             =======     ========    =========     =========   =========     =========      ========     ========

Net income (loss)            $    98     $ (1,781)   $  (2,919)    $  (2,919)  $    (906)    $    (906)     $    561     $    561
                             =======     ========    =========     =========   =========     =========      ========     ========
Income (loss) per share:
Basic                        $  --       $  (0.06)   $   (0.10)    $   (0.10)  $   (0.03)    $   (0.03)     $   0.02     $   0.02
                             =======     ========    =========     =========   =========     =========      ========     ========
Diluted                      $  --       $  (0.06)   $   (0.10)    $   (0.10)  $   (0.03)    $   (0.03)     $   0.02     $   0.02
                             =======     ========    =========     =========   =========     =========      ========     ========

2001

Revenue                      $ 8,422     $  8,422    $   9,511     $   9,511   $  11,404     $  11,404      $ 12,060     $ 12,060
                             =======     ========    =========     =========   =========     =========      ========     ========
Gross profit, as
   previously reported       $ 6,482     $  6,482    $   7,255     $   7,255   $   8,959     $   8,959      $  9,370     $  9,370
Reclassification                (909)        (909)      (1,125)       (1,125)     (1,440)       (1,440)       (1,355)      (1,355)
                             -------     --------    ---------     ---------   ---------     ---------      --------     --------
Gross profit, as
   reclassified              $ 5,573     $  5,573    $   6,130     $   6,130   $   7,519     $   7,519      $  8,015     $  8,015
                             =======     ========    =========     =========   =========     =========      ========     ========

Net income (loss)            $ 1,464     $ (1,355)   $   1,602     $  (1,614)  $   2,758     $    (377)     $  2,312     $   (111)
                             =======     ========    =========     =========   =========     =========      ========     ========
Income (loss) per share:
Basic                        $  0.06     $  (0.05)   $    0.06     $   (0.06)  $    0.10     $   (0.01)     $   0.08     $  (0.00)
                             =======     ========    =========     =========   =========     =========      ========     ========
Diluted                      $  0.05     $  (0.05)   $    0.06     $   (0.06)  $    0.10     $   (0.01)     $   0.08     $  (0.00)
                             =======     ========    =========     =========   =========     =========      ========     ========

        The sum of income  (loss) per share for the four  quarters  of 2001 does
not equal the total  loss per share  due to  changes  in the  average  number of
shares outstanding during the respective periods.

                                      F-41


             NYFIX MILLENNIUM, L.L.C. (A DEVELOPMENT STAGE COMPANY)





                              FINANCIAL STATEMENTS
            FOR THE YEAR ENDED DECEMBER 31, 2001, AND FOR THE PERIOD
                   SEPTEMBER 9, 1999 TO DECEMBER 31, 2001 AND
                REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Members of
NYFIX Millennium, L.L.C.
New York, New York


        We have audited the following financial  statements of NYFIX Millennium,
L.L.C. (a development  stage company) (the  "Company"),  as of December 31, 2001
and for the year ended  December  31, 2001 and for the period  September 9, 1999
(date of  inception)  to December 31, 2001 that you are filing  pursuant to Rule
17a-5 under the Securities Exchange Act of 1934.

                                                                         Page

            Statement of Financial Condition                              3
            Statements of Operations                                      4
            Statements of Cash Flows                                      5
            Statements of Changes in Members' Capital                     6
            Statements of Changes in Subordinated Borrowings              7

These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audits.

We conducted  our audits in  accordance  with  standards  of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our  opinion,  such  financial  statements  present  fairly,  in all material
respects,  the financial  position of the Company at December 31, 2001,  and the
results of its  operations  and its cash flows for the year ended  December  31,
2001 and for the period from  September 9, 1999 (date of  inception) to December
31, 2001 in conformity  with  accounting  principles  generally  accepted in the
United States of America.





The Company is in the  development  stage at December 31, 2001.  As discussed in
Note 1 to the  financial  statements,  successful  completion  of the  Company's
development program and, ultimately,  the attainment of profitable operations is
dependent  upon future  events,  including  maintaining  adequate  financing  to
fulfill its  development  activities,  and achieving a revenue level adequate to
support the Company's cost structure.


DELOITTE & TOUCHE LLP

Stamford, Connecticut
February 22, 2002




                                      -2-


NYFIX MILLENNIUM L.L.C.
(A Development Stage Company)

STATEMENT OF FINANCIAL CONDITION
DECEMBER 31, 2001
--------------------------------------------------------------------------------


ASSETS

CASH                                                               $  2,585,436

SECURITIES -  At estimated market value                               8,492,031

PROPERTY AND EQUIPMENT - Net                                          4,799,343

OTHER ASSETS                                                            469,951
                                                                   ------------

TOTAL ASSETS                                                       $ 16,346,761
                                                                   ============


LIABILITIES AND MEMBERS' CAPITAL

LIABILITIES:
  Due to NYFIX, Inc.                                               $  5,221,736
  Subordinated loan payable to NYFIX, Inc.                            6,000,000
  Accounts payable and accrued expenses                               1,246,397
                                                                   ------------

           Total liabilities                                         12,468,133
                                                                   ------------

MEMBERS' CAPITAL:
  Capital contributions                                              24,000,000
  Deficit accumulated while in development stage                    (20,121,372)
                                                                   ------------

           Total members' capital                                     3,878,628
                                                                   ------------

TOTAL LIABILITIES AND MEMBERS' CAPITAL                             $ 16,346,761
                                                                   ============

See notes to financial statements.



                                      -3-


NYFIX MILLENNIUM L.L.C.
(A Development Stage Company)

STATEMENTS OF OPERATIONS
--------------------------------------------------------------------------------

                                                                        Period
                                                                     September 9,
                                                                     1999 (Date of
                                                                     Inception) to
                                                     Year Ended      December 31,
                                                        2001             2001

REVENUES:
  Commissions                                      $    142,139    $     142,139
  Interest income                                       294,528        1,141,106
  Other                                                   1,368            1,368
                                                    -----------      -----------
           Total revenues                               438,035        1,284,613
                                                    -----------      -----------

EXPENSES:
  Employee compensation and benefits                  6,149,337       11,440,603
  Communications and data processing                  2,597,044        3,864,078
  Occupancy                                             861,149        1,497,502
  Marketing and promotion                               568,060          827,533
  Professional services                                 276,339          833,549
  Depreciation and amortization                         960,159        1,328,741
  Interest expense                                       43,151           43,151
  Clearing                                               33,512           33,512
  Administrative and other                              542,827        1,537,316
                                                    -----------      -----------

           Total expenses                            12,031,578       21,405,985
                                                    -----------      -----------

NET LOSS                                           $(11,593,543)   $(20,121,372)
                                                    ===========      ===========

See notes to financial statements.


                                      -4-


NYFIX MILLENNIUM, L.L.C.
(A Development Stage Company)

STATEMENTS OF CASH FLOWS
-------------------------------------------------------------------------------------------------------------

                                                                                                  Period
                                                                                                September 9,
                                                                                                1999 (Date of
                                                                                                Inception) to
                                                                       Year Ended               December 31,
                                                                          2001                     2001

OPERATING ACTIVITIES:
  Net loss                                                            $(11,593,543)             $(20,121,372)
  Adjustments to reconcile net loss to net cash used in
    operating activities:
    Depreciation and amortization                                          960,159                 1,328,741
  Changes in operating assets and liabilities:
    Increase in other assets                                              (115,330)                 (469,951)
    Increase in due to NYFIX, Inc.                                       3,236,655                 5,221,736
    Increase in accounts payable and accrued expenses                      707,633                 1,246,397
                                                                      ------------              ------------

             Net cash used in operating activities                      (6,804,426)              (12,794,449)
                                                                      ------------              ------------

INVESTING ACTIVITIES:
  Purchases of securities, net                                          (2,088,010)               (8,492,031)
  Purchases of property and equipment                                   (2,777,333)               (6,128,084)
                                                                      ------------              ------------

            Net cash used in investing activities                       (4,865,343)              (14,620,115)
                                                                      ------------              ------------

FINANCING ACTIVITIES:
  Increase in subordinated loan payable to NYFIX, Inc.                   6,000,000                 6,000,000
  Capital contributions                                                  8,000,000                24,000,000
                                                                      ------------              ------------

            Net cash provided by financing activities                   14,000,000                30,000,000
                                                                      ------------              ------------


NET INCREASE IN CASH                                                     2,330,231                 2,585,436

CASH, BEGINNING OF PERIOD                                                  255,205                      --
                                                                      ------------              ------------

CASH, END OF PERIOD                                                   $  2,585,436              $  2,585,436
                                                                      ============              ============

See notes to financial statements.


                                      -5-


NYFIX MILLENNIUM, L.L.C.
(A Development Stage Company)

STATEMENTS OF CHANGES IN MEMBERS' CAPITAL
--------------------------------------------------------------------------------

                                                                        Period
                                                                     September 9,
                                                                     1999 (Date of
                                                                     Inception) to
                                                   Year Ended        December 31,
                                                      2001               2001


BALANCE, BEGINNING OF PERIOD                      $ 7,472,171        $      --

  Capital contributions                             8,000,000         24,000,000

  Net loss                                         11,593,543         20,121,372
                                                  -----------        -----------

BALANCE, DECEMBER 31, 2001                        $ 3,878,628        $ 3,878,628
                                                  ===========        ===========


See notes to financial statements.



                                      -6-


NYFIX MILLENNIUM, L.L.C.
(A Development Stage Company)

STATEMENTS OF CHANGES IN SUBORDINATED BORROWINGS
--------------------------------------------------------------------------------

                                                                        Period
                                                                     September 9,
                                                                     1999 (Date of
                                                                     Inception) to
                                                       Year Ended    December 31,
                                                          2001           2001

SUBORDINATED BORROWINGS, BEGINNING OF PERIOD           $     --       $     --

Issuance of subordinated notes                          6,000,000      6,000,000
                                                       ----------     ----------

SUBORDINATED BORROWINGS, DECEMBER 31, 2001             $6,000,000     $6,000,000
                                                       ==========     ==========

See notes to financial statements.


                                      -7-



NYFIX MILLENNIUM, l.l.c.
(A Development Stage Company)


NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


1.      ORGANIZATION

        NYFIX Millennium,  L.L.C. (the "Company") is a limited liability company
        that was  organized  on  September  9, 1999.  The Company was  organized
        primarily for the purpose of generating  transaction-oriented revenue by
        providing  broker-dealers and institutional  investors with stock market
        trade executions through an alternative trading system ("ATS").  Through
        September 4, 2001,  activities consisted primarily of the development of
        an ATS. On  September 5, 2001,  the Company  placed the ATS into service
        and revenue began to be generated.  The Company is owned by NYFIX,  Inc.
        ("NYFIX") and a group of eleven banks and brokerage  firms,  (the "Other
        Members"), (collectively, the "Members"). As of December 31, 2001, NYFIX
        owns 50% of the Company and the Other  Members  own the  remaining  50%.
        NYFIX  contributed  $2 million for its  member's  interest and the Other
        Members each  contributed $2 million for their members'  interests for a
        total cash contributed capital amount of $24,000,000. In addition, NYFIX
        purchased an option from the Other Members allowing NYFIX to purchase up
        to an additional 30% of the Company's  members' interests from the Other
        Members. See Note 7.

        The Company is registered  as a  broker-dealer  in securities  under the
        Securities  Exchange  Act of 1934 and  operates as an ATS in  compliance
        with Securities and Exchange  Commission ("SEC")  regulations.  Further,
        the Company is a member of the National Association of Security Dealers,
        Inc.

2.      SIGNIFICANT ACCOUNTING POLICIES

        SECURITIES - Security  transactions  and the related  income and expense
        are  recorded  on a  trade-date  basis.  Interest  is accrued as earned.
        Securities are carried at estimated  market value based on quoted market
        prices,  with the realized  and  unrealized  gains and losses  reflected
        within  operations.  All  securities  are held in the Company's name and
        custodied with one major financial  institution.  There were no gains or
        losses on sales of securities during the year ended December 31, 2001.

        COMMISSIONS - Commissions and the related clearing expenses are recorded
        on a trade-date basis as securities transactions occur.

        PROPERTY AND EQUIPMENT - Property and equipment are recorded at cost and
        are depreciated over their estimated useful lives, which range from 3 to
        5 years, on a straight-line basis.  Leasehold improvements are amortized
        over the  lesser  of their  economic  useful  lives or the  terms of the
        related  leases.  Costs  incurred  for  computer  software  developed or
        obtained for internal use, including payroll and  payroll-related  costs
        for  employees  incurred  in  developing   internal-use   software,  are
        capitalized  during  development  stage  activities.  Upon  placing  the
        software  into  service,  the costs are  amortized,  on a  straight-line
        basis, over three years.

        INCOME  TAXES - The  Company  is a  limited  liability  company  that is
        treated as a partnership  for federal and state income tax purposes.  As
        such,  the Company is not subject to income tax. The loss  applicable to
        the operations of the Company is includable in the income tax returns of
        the Members.


                                      -8-



        MEMBERS' CAPITAL - Capital  contributions of the members are recorded as
        received.  Withdrawal  of capital by a member would be recognized at the
        withdrawal date. There have been no withdrawals of capital.

        USE OF ESTIMATES - The preparation of financial statements in conformity
        with accounting  principles  generally  accepted in the United States of
        America  requires  management  to make  estimates and  assumptions  that
        affect the reported  amounts of assets and liabilities and disclosure of
        contingent  assets  and  contingent  liabilities  at  the  date  of  the
        financial  statements and the reported  amounts of revenues and expenses
        during the year. Actual results could differ from those estimates.

        RECLASSIFICATIONS - Certain amounts in the financial  statements for the
        period  September 9, 1999 (date of  inception) to December 31, 2001 have
        been reclassified to conform to the 2001 presentation.

        NEW ACCOUNTING  PRONOUNCEMENT  - On January 1, 2001, the Company adopted
        SFAS  No.  133,  Accounting  for  Derivative   Instruments  and  Hedging
        Activities,  as amended  in June 1999 by SFAS No.  137,  Accounting  for
        Derivative   Instruments  and  Hedging  Activities  -  Deferral  of  the
        Effective  Date of SFAS  No.  133,  and in June  2000 by SFAS  No.  138,
        Accounting  for  Certain  Derivative  Instruments  and  Certain  Hedging
        Activities  (collectively,  "SFAS No. 133").  SFAS No. 133 requires that
        all  derivatives,   including  certain  derivatives  embedded  in  other
        contracts, be recognized in the statement of financial condition, either
        as assets or as  liabilities,  and be measured at their fair value.  The
        adoption  of SFAS  No.  133 had no  impact  on the  Company's  financial
        statements. As of December 31, 2001, the Company had no derivatives.

3.      PROFIT AND LOSS ALLOCATIONS

        Pursuant to the Company's operating agreement,  the first $22 million in
        losses of the Company  will be  allocated  to the Other  Members,  which
        equals their capital investment in the Company. Profits,  distributed as
        dividends,  are allocated 76% to NYFIX and 24% to the Other Members.  In
        the event of liquidation, distribution of the assets of the Company will
        be  distributed  to the Members in  accordance  with the extent of their
        positive capital accounts.

4.      REGULATORY NET CAPITAL REQUIREMENT

        The Company is subject to the Uniform  Net  Capital  Rule (Rule  15c3-1)
        under  the  Securities  and  Exchange  Act of 1934  which  requires  the
        maintenance  of  minimum  net  capital  and  requires  that the ratio of
        aggregate  indebtedness to net capital both as defined, shall not exceed
        15 to 1. At December 31, 2001,  the Company had  regulatory  net capital
        and  minimum  regulatory  net capital  requirements  of  $4,614,752  and
        $431,209, respectively. The Company's net capital ratio was 1.40 to 1 at
        December 31, 2001.

5.      RELATED PARTY TRANSACTIONS

        During 2001, and for the period  September 9, 1999 to December 31, 2001,
        certain  operating costs and capital  expenditures were paid by NYFIX on
        behalf of the  Company.  Such  costs are being  repaid to NYFIX with the
        unpaid  balance  reflected  as  Due to  NYFIX,  Inc.  on  the  Company's
        statement  of  financial  condition.   The  balance  due  to  NYFIX  was
        $5,221,736 at December 31, 2001.

        NYFIX has entered into several lease  agreements for computer and office
        equipment  and office  space.  The equipment and office space is used by
        the Company under the terms of a management  agreement  with NYFIX.  The
        management  agreement requires the Company to repay NYFIX for the amount
        of the



                                      -9-


        lease payments on a month-to-month basis. The leases in effect at
        December 31, 2001 expire at various dates through November 2005.

        Future payments to NYFIX for such leases are expected to be as follows:

          Year Ending
          December 31,

             2002                                                   $  508,616
             2003                                                      452,201
             2004                                                      447,691
             2005                                                      302,190
                                                                    ----------

                                                                    $1,710,698
                                                                    ==========

        Loans  have been made to an  officer  of the  Company.  These  loans are
        unsecured and are repayable  during 2002. Loans receivable were $150,000
        at  December  31,  2001 and are  included  in other  assets  within  the
        accompanying statement of financial condition.

        On October  30,  2001,  the Company  entered  into a  Subordinated  Loan
        Agreement for Equity Capital (the "Loan Agreement") with NYFIX effective
        November 30,  2001,  pursuant to which NYFIX  loaned  $6,000,000  to the
        Company.  The loan is due on November  30, 2004 and earns  interest at a
        rate of 7.5% per annum.  The Loan  Agreement  was found by the  National
        Association of Securities Dealers, Inc. (the "NASD") to be acceptable as
        a  satisfactory  subordination  agreement,  effective as of November 30,
        2001. The subordinated  loan is available in computing net capital under
        the SEC's  uniform  net  capital  rule.  To the extent that such loan is
        required for the Company's continued compliance with minimum net capital
        requirements,  it may  not be  repaid.  The  fair  value  of  this  loan
        approximates the carrying value in the statement of financial condition.
        Interest expense was $43,151 on the Loan Agreement during the year ended
        December 31, 2001.

6.      PROPERTY AND EQUIPMENT

          Software                                                   $ 2,503,045
          Office computers                                             1,846,697
          Data center equipment                                        1,276,557
          Furniture, fixtures, and leasehold improvements                501,785
          Less accumulated depreciation and amortization              (1,328,741)
                                                                     -----------
                                                                     $ 4,799,343
                                                                     ===========


        As of December  31,  2001,  the  Company's  property  and  equipment  is
        comprised of the following:


7.      SUBSEQUENT EVENT

        On  February  1,  2002,  NYFIX  exercised  its  option  to  purchase  an
        additional 30% of the Company by issuing shares of NYFIX common stock to
        the Other Members, thereby making the Company an 80% owned subsidiary of
        NYFIX.

                                     ******

                                      -10-




             NYFIX MILLENNIUM, L.L.C. (A DEVELOPMENT STAGE COMPANY)



              2000 FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

NYFIX Millennium, L.L.C.
New York, New York


We have audited the following financial  statements of NYFIX Millennium,  L.L.C.
(a development  stage company) (the "Company"),  as of December 31, 2000 and for
the year ended December 31, 2000 and for the period  September 9, 1999, (date of
inception) to December 31, 2000 that you are filing pursuant to Rule 17a-5 under
the Securities Exchange Act of 1934.

                                                                            Page

            Statement of Financial Condition                                 3
            Statements of Operations                                         4
            Statements of Cash Flows                                         5
            Statements of Changes in Members' Capital                        6

These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audits.

We conducted  our audits in  accordance  with  standards  of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our  opinion,  such  financial  statements  present  fairly,  in all material
respects,  the financial  position of NYFIX  Millennium,  L.L.C. at December 31,
2000,  and the results of its  operations  and its cash flows for the year ended
December 31, 2000 and for the period from September 9, 1999 to December 31, 2000
in conformity with accounting principles generally accepted in the United States
of America.






The Company is in the  development  stage at December 31, 2000.  As discussed in
Note 1 to the  financial  statements,  successful  completion  of the  Company's
development program and, ultimately,  the attainment of profitable operations is
dependent  upon future  events,  including  maintaining  adequate  financing  to
fulfill its  development  activities,  and achieving a revenue level adequate to
support the Company's cost structure.


DELOITTE & TOUCHE LLP

Stamford, Connecticut
February 23, 2001




                                       -2-





NYFIX MILLENNIUM, L.L.C.
(A Development Stage Company)

STATEMENT OF FINANCIAL CONDITION
DECEMBER 31, 2000
--------------------------------------------------------------------------------


ASSETS

CASH                                                               $    255,205

SECURITIES -  At market value                                         6,404,021

PROPERTY AND EQUIPMENT - Net                                          2,982,169

OTHER ASSETS                                                            354,621
                                                                   ------------

TOTAL ASSETS                                                       $  9,996,016
                                                                   ============


LIABILITIES

DUE TO NYFIX, INC                                                  $  1,985,081

ACCOUNTS PAYABLE AND ACCRUED EXPENSES                                   538,762
                                                                   ------------

           Total liabilities                                          2,523,843
                                                                   ------------

MEMBERS' CAPITAL

CAPITAL CONTRIBUTIONS                                                16,000,000

DEFICIT ACCUMULATED WHILE IN DEVELOPMENT STAGE                       (8,527,827)
                                                                   ------------

           Total members' capital                                     7,472,173
                                                                   ------------

TOTAL LIABILITIES AND MEMBERS' CAPITAL                             $  9,996,016
                                                                   ============


See notes to financial statements.

                                       -3-



NYFIX MILLENNIUM L.L.C.
(A Development Stage Company)

STATEMENTS OF OPERATIONS
--------------------------------------------------------------------------------

                                                                        Period
                                                                     September 9,
                                                                     1999 (Date of
                                                                     Inception) to
                                                                     December 31,
                                                         2000            2000


REVENUES - Dividend and interest income              $   719,655     $   846,578
                                                      ----------      ----------

EXPENSES:
  Employee compensation and benefits                   4,685,634       5,291,264
  Communications and data processing                   1,254,492       1,267,034
  Occupancy                                              956,524       1,004,935
  Professional services                                  404,643         557,210
  Administrative and other                               788,694       1,253,962
                                                      ----------      ----------

           Total expenses                              8,089,987       9,374,405
                                                      ----------      ----------

NET LOSS                                             $(7,370,332)    $(8,527,827)
                                                      ==========      ==========


See notes to financial statements.

                                       -4-



NYFIX MILLENNIUM, L.L.C.
(A Development Stage Company)

STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------

                                                                                              Period
                                                                                           September 9,
                                                                                           1999 (Date of
                                                                                           Inception) to
                                                                                           December 31,
                                                                             2000              2000

OPERATING ACTIVITIES:
  Net loss                                                              $ (7,370,332)     $ (8,527,827)
  Adjustments to reconcile net loss to net cash used in
    operating activities:
    Depreciation                                                             362,420           368,583
  Changes in operating assets and liabilities:
    Increase in other assets                                                (162,378)         (354,621)
    Increase in due to NYFIX, Inc.                                         1,162,034         1,985,081
    Increase in accounts payable and accrued expenses                        507,959           538,762
                                                                        ------------      ------------

             Net cash used in operating activities                        (5,500,297)       (5,990,022)
                                                                        ------------      ------------

INVESTING ACTIVITIES:
  Purchases of securities owned, net                                      (6,404,021)       (6,404,021)
  Purchases of fixed assets                                               (3,162,049)       (3,350,752)
                                                                        ------------      ------------

            Net cash used in investing activities                         (9,566,070)       (9,754,773)
                                                                        ------------      ------------

FINANCING ACTIVITIES:
  Capital contributions                                                         --          16,000,000
                                                                        ------------      ------------


NET INCREASE IN CASH                                                     (15,066,367)          255,205

CASH, BEGINNING OF PERIOD                                                 15,321,572              --
                                                                        ------------      ------------

CASH, END OF PERIOD                                                     $    255,205      $    255,205
                                                                        ============      ============


See notes to financial statements.



                                       -5-


NYFIX MILLENNIUM, L.L.C.
(A Development Stage Company)

STATEMENTS OF CHANGES IN MEMBERS' CAPITAL
--------------------------------------------------------------------------------

                                                                        Period
                                                                     September 9,
                                                                     1999 (Date of
                                                                     Inception) to
                                                                     December 31,
                                                    2000                2000

BALANCE, BEGINNING OF PERIOD                   $ 14,842,505        $       --

  Capital contributions                                --            16,000,000

  Net loss                                       (7,370,332)         (8,527,827)
                                               ------------        ------------

BALANCE, DECEMBER 31, 2000                     $  7,472,173        $  7,472,173
                                               ============        ============


See notes to financial statements.

                                       -6-



NYFIX MILLENNIUM, l.l.c.
(A Development Stage Company)


NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


1.  ORGANIZATION

NYFIX Millennium, L.L.C. (the "Company") is a limited liability company that was
organized on  September 9, 1999.  The Company was  organized  primarily  for the
purpose of generating  transaction- oriented revenue by providing  institutional
investors  with stock market trade  executions  through an  alternative  trading
system ("ATS"). Through December 31, 2000 activities have consisted primarily in
the  development  of an ATS. In December  2000,  the Company placed the ATS into
service and  revenue is  anticipated  to begin in 2001.  The Company is owned by
NYFIX Inc.  ("NYFIX")  and a group of seven banks and brokerage  firms,  ("Other
Members"),  (collectively, the "Members"). NYFIX owns 50% of the Company and the
Other  Members own the remaining  50%.  NYFIX  contributed  $2 million for their
ownership  interest and the Other Members each  contributed $2 million for their
ownership  interests for a total cash contributed capital amount of $16,000,000.
In addition,  NYFIX purchased an option from the Other Members allowing NYFIX to
purchase up to an additional  30% of the  Company's  common stock from the Other
Members.

The Company is registered as a broker-dealer  in securities under the Securities
Exchange Act of 1934 and will operate as an ATS in  compliance  with  Securities
and Exchange Commission ("SEC"),  regulations.  Further, the Company is a member
of the National Association of Security Dealers, Inc.

2.  SIGNIFICANT ACCOUNTING POLICIES

SECURITIES  - Security  transactions  and the  related  income and  expense  are
recorded on a trade date basis.  Dividends are recorded on the ex-dividend  date
and interest is accrued as earned.  Securities  are carried at market value with
the realized and unrealized gains and losses reflected within net income.  There
were no  realized  or  unrealized  gains or  losses  during  1999 or  2000.  All
securities are held in the Company's name and custodied with one major financial
institution.

PROPERTY  AND  EQUIPMENT - Property and  equipment  are recorded at cost and are
depreciated  over their  estimated  useful  lives.  Leasehold  improvements  are
amortized  over the lesser of their  economic  useful  lives or the terms of the
related leases.

INCOME TAXES - The Company is a limited  liability  company that is treated as a
partnership  for federal and state income tax purposes.  As such, the Company is
not subject to income tax. The loss  applicable to the operations of the Company
is includable in the income tax returns of the Members.

MEMBERS'  CAPITAL  -  Capital  contributions  of the  members  are  recorded  as
received.  Withdrawal  of  capital  by a  member  would  be  recognized  at  the
withdrawal  date.  During 1999, there were $16 million of  contributions.  There
have been no withdrawals during 2000 or 1999.

USE OF ESTIMATES - The  preparation of financial  statements in conformity  with
accounting  principles  generally  accepted  in the  United  States  of  America
requires  management to make estimates and assumptions  that affect the reported
amounts  of assets and  liabilities  and  disclosure  of  contingent  assets and
contingent  liabilities at the date of the financial statements and the reported
amounts of revenues and expenses  during the year.  Actual  results could differ
from those estimates.

                                       -7-



PENDING ACCOUNTING  PRONOUNCEMENTS - In September 2000, the Financial Accounting
Standards  Board  ("FASB")  issued SFAS No. 140,  which  replaces  SFAS No. 125,
Accounting for Transfers and Servicing of Financial  Assets and  Extinguishments
of  Liabilities  (SFAS No. 125).  It revises the standards  for  accounting  for
securitizations  and other  transfers of  financial  assets and  collateral  and
requires certain disclosures, but it carries over most of the provisions of SFAS
No. 125  without  reconsideration.  SFAS No.  140 is  effective  for  transfers,
servicing, or extinguishments occurring after March 15, 2001, except for certain
provisions  relating to the accounting and disclosure for secured borrowings and
collateral,  for which the effective date was December 15, 2000. The adoption of
the  effective  provisions  of this  statement  did  not  impact  the  Company's
financial  condition or results of operations.  Management  does not believe the
adoption  of the  remaining  provisions  will  have  a  material  impact  on the
Company's financial condition or results of operations.

In  June  1998,  the  FASB  issued  SFAS  No.  133,  Accounting  for  Derivative
Instruments  and Hedging  Activities  (SFAS No. 133), as amended in June 1999 by
SFAS No. 137,  Accounting for Derivative  Instruments  and Hedging  Activities -
Deferral of the  Effective  Date of SEAS No.  133,  and in June 2000 by SFAS No.
138,   Accounting  for  Certain  Derivative   Instruments  and  Certain  Hedging
Activities  (collectively,  SFAS  No.  133).  SFAS  No.  133  requires  that all
derivatives,  including  certain  derivatives  embedded in other  contracts,  be
recognized  in the  statement  of  financial  condition,  either as assets or as
liabilities,  and be measured at their fair value. SFAS No. 133 became effective
January 1, 2001. No adjustment  was required as a result of the adoption of this
statement.

3.  PROFIT AND LOSS ALLOCATIONS

Pursuant to the Company's operating  agreement,  the first $14 million in losses
of the Company  will be  allocated  to the Other  Members,  which  equals  their
capital  investment  in the Company.  Profits,  distributed  as  dividends,  are
allocated  80%  to  NYFIX  and  20% to  the  Other  Members.  In  the  event  of
liquidation,  distribution  of the assets of the Company will be  distributed to
the Members in accordance with the extent of their positive capital accounts.

4.  REGULATORY NET CAPITAL REQUIREMENT

The Company is subject to the Uniform Net Capital Rule (Rule  15c3-1)  under the
Securities and Exchange Act of 1934,  which requires the  maintenance of minimum
net capital and requires that the ratio of aggregate indebtedness to net capital
both as defined, shall not exceed 15 to 1. At December 31, 2000, the Company had
regulatory  net capital  and minimum  regulatory  net  capital  requirements  of
$4,128,525 and $168,256,  respectively.  The Company's net capital ratio was .61
to 1 at December 31, 2000.

5.  RELATED PARTY TRANSACTIONS

During 2000, and for the period September 9, 1999 to December 31, 2000,  certain
operating  costs and  capital  expenditures  were paid by NYFIX on behalf of the
Company.  Such  costs are  reflected  as Due to  NYFIX,  Inc.  on the  Company's
statement of financial condition.  As of December 31, 2000 a payable to NYFIX of
approximately $2 million is recorded.



                                       -8-




NYFIX entered into several lease  agreements  for computer  equipment and office
space.  The equipment and office space is used by the Company under the terms of
a management agreement with NYFIX. The management agreement requires the Company
to repay  NYFIX for the amount of the  expense on a  month-to-month  basis.  The
leases in effect at December 31, 2000 expire at various dates through June 2005.
Future payments to NYFIX for such leases are expected to be as follows:

   2001                                                          $   848,604
   2002                                                              700,104
   2003                                                              227,223
   2004                                                               68,916
   2005                                                               34,458
                                                                 -----------
                                                                 $ 1,879,305
                                                                 ===========


Loans are made to  employees  of the Company at the  discretion  of  management.
These loans are unsecured and repayable  upon demand.  During 2000,  the maximum
amount  outstanding  was  $119,000.  Loans  receivable  under this  program were
$117,000  at  December  31, 2000 and are  included  in other  assets  within the
accompanying statement of financial condition.


                                       -9-