8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


       Date of Report (Date of earliest event reported): DECEMBER 30, 2004
                                                         -----------------


                                   NYFIX, INC.
             (Exact name of registrant as specified in its charter)


 DELAWARE                           0-21324               06-1344888
 ---------------------------------------------------------------------------
 (State or other jurisdiction       (Commission           (IRS Employer
 of incorporation)                  File Number)          Identification No.)

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

        Registrant's telephone number, including area code: 203-425-8000
                                                            ------------

             ------------------------------------------------------
         (Former name or former address, if changed since last report.)

     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     |_| Written  communications  pursuant to Rule 425 under the  Securities Act
(17 CFR 230.425)

     |_| Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     |_|  Pre-commencement  communications  pursuant to Rule 14d-2(b)  under the
Exchange Act (17 CFR 240.14d-2(b))

     |_|  Pre-commencement  communications  pursuant to Rule 13e-4(c)  under the
Exchange Act (17 CFR 240.13e-4(c))





Item 1.01.  ENTRY INTO A DEFINITIVE MATERIAL AGREEMENT.

     On December 30, 2004,  NYFIX,  Inc issued a $7.5 million  Convertible  Note
with an interest rate of 5% due in December 2009 through a private  placement to
Whitebox  Convertible  Arbitrage  Partners L.P. Other than the Convertible Note,
neither the Company nor any of its affiliates has a material  relationship  with
Whitebox.  The text of a press release  issued by the Company on January 3, 2005
is  furnished  as Exhibit  99.1 and is  incorporated  herein by  reference.  The
Convertible Note and the related Purchase Agreement each dated December 30, 2004
are attached as Exhibit 99.2 and 99.3 respectively.

Item 2.03.  CREATION OF A DIRECT FINANCIAL OBLIGATION.

     On December 30, 2004,  NYFIX,  Inc issued a $7.5 million  Convertible  Note
with an interest rate of 5% due in December 2009 through a private  placement to
Whitebox  Convertible  Arbitrage Partners L.P. See item 1.01 above and Item 9.01
below.

Item 3.02.  UNREGISTERED SALES OF EQUITY SECURITIES.

     As described above,  NYFIX, Inc. has issued a $7.5 million Convertible Note
with an  interest  rate of 5% due in December  2009.  The  Convertible  Note was
issued pursuant to the exemption from registration  contained in Section 4(2) of
the Securities Act of 1933, as amended.  For further information relating to the
foregoing  please  see the text of a press  release  issued  by the  Company  on
January 3, 2005 which is furnished as Exhibit 99.1 and is incorporated herein by
reference.

Item 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

(c)    Exhibits

       EXHIBIT NO.      EXHIBITS
       -----------      --------

       99.1             Press release of NYFIX, Inc. dated January 3, 2005.

       99.2             Convertible Promissory Note, dated December 30, 2004.

       99.3             Purchase Agreement, dated December 30, 2004.







                                    SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                      NYFIX, INC.



                                      By: /s/ Mark R. Hahn
                                          --------------------------------------
                                          Mark R. Hahn
                                          Chief Financial Officer
January 5, 2005

EX-99

                                                                    Exhibit 99.1

                                                               [GRAPHIC OMITTED]


FOR IMMEDIATE RELEASE

COMPANY CONTACT:
Jennifer Carberry
NYFIX, Inc.
(203) 425-8000 or
info@nyfix.com
WWW.NYFIX.COM

                   NYFIX ISSUES $7.5 MILLION CONVERTIBLE NOTE

STAMFORD,  CT,  JANUARY  3,  2005:  NYFIX,  INC.  (NASDAQ:  NYFX),  A LEADER  IN
technology  solutions for the  financial  marketplace,  announced  today that on
December 30, 2004, the Company had issued a $7.5 million  Convertible  Note (the
"Note")  with an  interest  rate of 5% due in  December  2009  through a private
placement  to one party.  The Company  expects to utilize  the $7.2  million net
proceeds of the Note for working capital and general corporate purposes.

At the option of the lender,  the Note is convertible into NYFIX common stock at
$6.94 per share, a 20% premium over the average of the Company's  closing common
stock price on the Nasdaq  National  System for the five trading days  preceding
December 30, 2004. At the option of the Company,  the Note is  convertible  into
NYFIX  common  stock  according  to a formula  based on the market price of that
stock  during the term of the Note which  requires  among  other  things for the
Company's  common  stock to exceed  150% of the price at which  the  lender  can
convert the Note (or $10.41 per share).  If the Company  converts the Note prior
to December 30, 2007,  there is an  additional  make whole  interest  payment in
either cash or the Company's stock at the Company's discretion.  The Company may
elect to make  semi-annual  interest  payments by issuing  NYFIX common stock in
lieu of cash. If the Company issues its common stock to convert the Note or make
interest payments,  the conversion of cash to stock is to be based on 95% of the
preceding ten day average  closing price of its stock.  The Note is subordinated
to all existing and future secured  indebtedness of the Company.  The lender has
certain  rights to require that the Company  register the common stock  issuable
upon  conversion of the Note or for payment of interest under the Securities Act
of 1933, as amended. Such registration statement is to be effective by September
30, 2005 and if it is not, the Company will pay additional monthly interest,  in
cash,  for each month the  effectiveness  is delayed.  The  additional  interest
varies by month and totals $150,000 for the first three months of delay, with an
aggregate cap of $500,000 in such additional  monthly  interest for the duration
of the Note. In addition,  at the option of the lender, the Company may issue to
the lender by March 30, 2005 up to an  additional  $2.5 million note under terms
substantially similar to those of the Note.

The Note and common stock  issuable upon  conversion of the Note and for payment
of  interest  have not been  registered  under the  Securities  Act of 1933,  as
amended, or applicable state securities laws, and unless so registered,  may not
be  offered or sold in the  United  States,  except  pursuant  to an  applicable
exemption from the  registration  requirements of the Securities Act of 1933, as
amended, and applicable state securities laws.


ABOUT NYFIX, INC.

NYFIX,  INC.  is an  established  provider  to the  domestic  and  international
financial  markets  of  trading  workstations,  middle-office  trade  automation
technologies and trade communication  technologies.  Our NYFIX Network is one of
the industry's  largest networks,  connecting  broker-dealers,  institutions and
exchanges.  In addition to our headquarters in Stamford, we have offices on Wall
Street in New York City, in London's Financial District,  in Chicago, and in San
Francisco.  We operate three data centers in the northeastern United States with
additional data center hubs in London,  Amsterdam, Hong Kong and Tokyo. For more
information, please visit www.nyfix.com and www.javtech.com.

This  press  release  contains  certain  forward-looking  statements  within the
meaning of Section 27A of the  Securities  Act of 1933, as amended,  and Section
21E of the Securities Exchange Act of 1934, as amended, which are intended to be
covered by the safe harbors  created  thereby.  Investors are cautioned that all
forward-looking  statements  involve risks and  uncertainty,  including  without
limitation,  the  ability of the  Company to market and  develop  its  products.
Although   the   Company   believes   that  the   assumptions   underlying   the
forward-looking   statements  contained  herein  are  reasonable,   any  of  the
assumptions could be inaccurate,  and therefore,  there can be no assurance that
the  forward-looking  statements included in this press release will prove to be
accurate.   In  light  of  the   significant   uncertainties   inherent  in  the
forward-looking  statements  included herein,  the inclusion of such information
should not be regarded as a  representation  by the Company or any other  person
that the objectives and plans of the Company will be achieved.

EX-99

                                                                    Exhibit 99.2

     THIS NOTE AND THE SECURITIES  UNDERLYING THIS NOTE HAVE NOT BEEN REGISTERED
UNDER THE  SECURITIES  ACT OF 1933, AS AMENDED (THE "ACT"),  OR QUALIFIED  UNDER
APPLICABLE  STATE  SECURITIES  LAWS. THE SECURITIES MAY NOT BE SOLD OR OTHERWISE
TRANSFERRED  IN THE  ABSENCE OF SUCH  REGISTRATION  AND  QUALIFICATION  WITHOUT,
EXCEPT AS  OTHERWISE  AGREED BY NYFIX,  INC.,  AN OPINION OF COUNSEL  REASONABLY
SATISFACTORY TO NYFIX,  INC. THAT SUCH  REGISTRATION AND  QUALIFICATION  ARE NOT
REQUIRED.

                           CONVERTIBLE PROMISSORY NOTE

$7,500,000                                                     December 30, 2004

     FOR VALUE RECEIVED,  the undersigned,  NYFIX, INC., a Delaware  corporation
(the  "Maker"),  hereby  promises  to pay to the order of  Whitebox  Convertible
Arbitrage  Partners L.P., a British Virgin Islands limited  partnership,  or its
assigns (the "Payee"),  at such place as the Payee may designate in writing, the
principal sum of Seven Million Five Hundred  Thousand Dollars  ($7,500,000),  or
such lesser amount as shall equal the outstanding principal amount hereof, under
the terms set forth herein.

     1.   INTEREST.  Except as otherwise  provided herein,  the unpaid principal
balance hereof from time to time  outstanding  shall bear interest from the date
hereof at the rate of five percent (5%) per annum.

     2.   PAYMENT  OF  INTEREST  AND  PRINCIPAL.  Except as  otherwise  provided
herein, and subject to any default hereunder,  the principal and interest hereof
is payable as follows:

          (a) Interest is payable in cash  semi-annually  in arrears on December
30 and June 30 of each year (each, a "Scheduled  Interest  Payment"),  beginning
June 30, 2005.

          (b) The entire outstanding  principal amount of the Note together with
all accrued but unpaid  interest  shall be due in cash on December 30, 2009 (the
"Maturity Date").

          (c)  Except as  provided  in  Section 5 below,  the Maker will have no
right of early prepayment on this Note.

     3.   OPTIONAL PAYMENT IN STOCK.

          (a) In lieu of making a cash payment under Section 2(a), Maker may pay
the  Scheduled  Interest  Payment,  or any portion  thereof,  by the issuance of
shares of its common  stock,  par value $0.001 per share (the  "Common  Stock"),
based on the per share value of the Common  Stock.  For purposes of this Section
3(a),  the per  share  value of the  Common  Stock as of a  particular  Schedule
Interest Payment date is 95% (rounded to the nearest $.01) of the average of the
closing  prices  of  Maker's  Common  Stock  on the  Trading  System  for the 10
consecutive trading days ending on the first trading day prior to the particular
Scheduled Interest Payment date (such 10 consecutive trading days being referred
to as the "Scheduled Interest Computation  Period").  For purposes of this Note,



the term "Trading System" means the Nasdaq National Market or, if the securities
are not then quoted on the Nasdaq  National  Market,  the OTC Bulletin  Board as
reported  by  bigcharts.com  or, if this  service  is  discontinued,  such other
reporting services as is mutually acceptable to Maker and Payee.

          (b)  Payment in shares of Common  Stock  shall be deemed to be made by
the Maker by giving written notice to Payee of the number of shares being issued
in such Scheduled Interest Payment and the Maker's  calculation of the per share
value under Section 3(a) above;  provided that certificates  representing  those
shares are delivered to Payee within 10 business days after the due date of such
Schedule Interest Payment.

          (c)  Despite  the  foregoing,  the Maker  may not issue  shares of its
Common Stock as payment pursuant to this Section 3 unless:

               (i) the  Maker  gives  the  Payee  written  notice  at least  one
business  day  prior to the  commencement  of the  relevant  Scheduled  Interest
Computation  Period of the Maker's  intention to make a payment  using shares of
Common Stock (and specifying the payment amount to be settled by the issuance of
shares) and

               (ii) on the date that the relevant payment is due, the Maker has,
pursuant to the terms of a  Registration  Rights  Agreement of this date between
the Maker and the Payee (the  "Registration  Rights  Agreement"),  an  effective
registration  statement  under  the Act and  applicable  state  securities  laws
covering the public resale of such shares by Payee.

     4.   CONVERSION AT THE OPTION OF PAYEE.

          (a) At any time while any portion of the principal or interest of this
Note is  outstanding,  the  Payee  may  give the  Maker  written  notice  of its
intention  to convert all or any  portion of the  outstanding  principal  and/or
accrued  but  unpaid  interest  on this Note  into such  number of shares of the
Maker's  Common  Stock  equal  to the  amount  to be  converted  divided  by the
Conversion  Rate in effect at such  time.  In  connection  with an  election  to
convert pursuant to Section 4(d)(i), such written notice shall be given no later
than 10 business days after the Maker gives  written  notice to the Payee of the
proposed  effective  date of the  Fundamental  Change (as defined  below).  Upon
receipt of the  Payee's  written  notice,  the Maker  shall  cause  certificates
representing  those shares to be  delivered to Payee within 10 business  days of
Maker's receipt of such notice, and payment shall be deemed to have been made on
the date of such notice.

          (b) The "Conversion Rate" initially shall be $6.94 (an amount equal to
the  product of (i) the average  (rounded  to the  nearest  $.01) of the closing
prices of Maker's  Common Stock on the Trading  System for the five  consecutive
trading  days  immediately  preceding  the Closing  Date,  and (ii)  1.20).  The
Conversion  Rate  shall be  adjusted  proportionally  for any  subsequent  stock
dividend  or  split,  stock  combination  or  other  similar   recapitalization,
reclassification or reorganization of or affecting Maker's Common Stock. In case
of (i) any  consolidation  or merger to which the Maker is a party  other than a
merger or consolidation in which the Maker is the continuing  corporation,  (ii)
any  sale,  transfer  or other  disposition  to  another  corporation  of all or


                                       2


substantially  all of the  Maker's  assets or (iii) any  statutory  exchange  of
securities  with  another  corporation   (including  any  exchange  effected  in
connection with a merger of a third corporation into the Maker), then instead of
receiving shares of Maker's Common Stock,  Payee shall have the right thereafter
to  receive  the kind and  amount of shares  of stock and other  securities  and
property  which the Payee  would  have  owned or have been  entitled  to receive
immediately  after  such  consolidation,  merger,  statutory  exchange,  sale or
transfer had the same portion of this Note been converted  immediately  prior to
the effective date of such consolidation,  merger,  statutory exchange,  sale or
transfer and, in any such case, if necessary,  appropriate  adjustment  shall be
made in the application of the provisions set forth in this Section with respect
to the  rights  and  interests  thereafter  of the  Payee,  to the end  that the
provisions set forth in this Section shall  thereafter  correspondingly  be made
applicable,  as nearly as may  reasonably be, in relation to any shares of stock
and other securities and property thereafter deliverable in connection with this
Note.  The provisions of this  subsection  shall  similarly  apply to successive
consolidations, mergers, statutory exchanges, sales or transfers.

          (c)

               (i) If the Maker, at any time prior to the payment of the Note in
full,  shall issue any  Additional  Shares of Common  Stock  (otherwise  than as
provided  in the  foregoing  Section  4(b)) at a price per  share  less than the
applicable  Conversion  Rate then in effect or without  consideration,  then the
applicable  Conversion  Rate upon each such  issuance  shall be adjusted to that
price  (rounded to the nearest $.01)  determined by  multiplying  the applicable
Conversion  Rate then in effect by a fraction,  (x) the numerator of which shall
be  equal  to the sum of (A) the  number  of  shares  of  Maker's  Common  Stock
outstanding  immediately  prior to the  issuance  of such  Additional  Shares of
Common  Stock  PLUS (B) the  number of shares of Common  Stock  (rounded  to the
nearest whole share) which the aggregate  consideration  for the total number of
such  Additional  Shares of Common Stock so issued would purchase at a price per
share  equal to the  applicable  Conversion  Rate  then in  effect,  and (y) the
denominator  of which  shall be equal to the number of shares of Maker's  Common
Stock  outstanding  immediately  after the issuance of such Additional Shares of
Common Stock. The provisions of this subsection (c)(i) shall not apply under any
of the circumstances for which an adjustment is provided in Section 4(b).

               (ii)  For  purposes  of  this  Section  4(c),  the  consideration
received  by the  Maker for any  Additional  Shares  of  Common  Stock  shall be
computed as follows:

                    (A) if it  consists  of  cash,  the  consideration  shall be
computed at the aggregate amount of cash received by the Maker;

                    (B) if it  consists  of  securities  and the  value  of such
securities is not  determinable by reference to a separate  agreement,  then the
value  shall be  computed  based on the  average  of the  closing  prices of the
securities on the Trading  System over the 30  trading-day  period ending on the
date of receipt by the Maker;  and if there is no active  public market for such
securities,  then the value  shall be computed  based on the fair  market  value
thereof on the date of receipt by the Maker,  as determined in good faith by the
Maker's board of directors;

                                       3


                    (C)  if  it  consists  of  property   other  than  cash  and
securities, the consideration shall be computed at the fair market value thereof
at the time of such  issuance,  as determined in good faith by the Maker's board
of directors; and

                    (D) if shares of Common Stock are issued together with other
shares or securities or other assets of the Maker for consideration which covers
both, by the proportion of such consideration so received,  computed as provided
in clauses A, B and C above, as determined in good faith by the Maker's board of
directors.

               (iii) For purposes of this  Section  4(c),  the term  "Additional
Shares of Common  Stock"  shall mean all shares of Maker's  Common  Stock issued
after the date of this Note, other than shares of Common Stock issued:

                    (A)  to  employees,   advisors,   consultants  or  directors
pursuant to the Javelin Technologies, Inc. 1999 Stock Option/Stock Issuance plan
or stock option,  stock grant,  stock purchase or similar plans or  arrangements
approved by both the Maker's board of directors and stockholders;

                    (B) as a dividend or other  distribution  in connection with
which an adjustment to the Conversion Rate is made;

                    (C)  in a  merger,  consolidation,  acquisition  or  similar
business combination that is approved by the Maker's board of directors;

                    (D) pursuant to credit,  lease or other commercial financing
arrangements approved by the Maker's board of directors;

                    (E) pursuant to any rights or agreements  outstanding  as of
the date of this Note;

                    (F) if the  holders  of a  majority-in-interest  of the then
outstanding  Note  agree in  writing  that  such  shares  shall  not  constitute
Additional Shares of Common Stock;

                    (G) upon  exercise of any options,  warrants or  convertible
securities outstanding as of the date of this Note; or

                    (H) upon conversion or payment of this Note.

          (d)

               (i) If and only to the  extent the Payee  elects to  convert  the
Note in  connection  with a  Fundamental  Change  that occurs on or prior to the
Maturity  Date (as so  indicated by the Payee's  notice to the Maker),  then the
Maker  shall pay a  make-whole  interest  payment to the  Payee,  payable on the
effective date of such Fundamental  Change. The make-whole interest payment will


                                       4


be equal to the present value (computed using the following Discount Rate) as of
the effective date of the Fundamental Change of all remaining scheduled interest
payments.  For purposes of this Note, the "Discount  Rate" shall be equal to the
lesser of (i) the average yield on the U.S. Treasury Note having a term as close
as possible to the then  remaining  term of the Note and (ii) five percent (5%).
At the option of the Maker, the make-whole  interest payment may be paid in cash
or shares of the Maker's  Common  Stock.  If the Maker elects to issue shares of
Common Stock,  the number of shares of the Maker's  Common Stock to be delivered
to the Payee will be equal to the make-whole  interest payment amount divided by
95% of the average of the closing  prices  (rounded to the nearest $0.01) of the
Maker's Common Stock on the Trading  System for the 10 consecutive  trading days
prior to but not including the effective  date of such  Fundamental  Change (the
"Fundamental Change Computation Period").

               (ii) Despite the foregoing, the Maker may not issue shares of its
Common Stock for the make-whole  interest payment pursuant to Section 4(d) above
unless:

                    (A) the Maker  gives the Payee  written  notice at least one
business day prior to the  commencement  of the Fundamental  Change  Computation
Period of the Maker's  intention to make a payment  using shares of Common Stock
(and specifying the payment amount to be settled by the issuance of shares) and

                    (B) on the date that the relevant  payment is due, the Maker
has, pursuant to the terms of the Registration  Rights  Agreement,  an effective
registration  statement  under  the Act and  applicable  state  securities  laws
covering the public resale of such shares by Payee.

               (iii) A "Fundamental Change" is any transaction or event (whether
by means of an exchange offer, tender offer, liquidation, consolidation, merger,
combination, reclassification, reorganization, recapitalization or otherwise) in
connection  with which all or  substantially  all of the Maker's Common Stock is
exchanged for,  converted into,  acquired for or constitutes solely the right to
receive,  consideration  which  consists  of cash  and/or  securities  (or other
property) that are not listed,  or expected to be listed  immediately  after the
transaction or event, on a U.S. national securities  exchange,  or not approved,
or expected to be  approved  immediately  after the  transaction  or event,  for
quotation on the Nasdaq National Market.

          (e) No fractional  shares of Maker's Common Stock shall be issued upon
conversion of the Note or in connection with a make-whole  interest payment.  In
lieu of any fractional  shares to which Payee would  otherwise be entitled,  the
Maker shall pay cash equal to the  product of such  fraction  multiplied  by the
average of the closing  prices of the Common Stock on the Trading System for the
five consecutive trading days immediately preceding the date of the conversion.

     5.  CONVERSION AT THE OPTION OF MAKER.

                                       5


          (a) If, at any time while any portion of the  principal or interest of
this Note is  outstanding,  the closing  price of the Maker's  Common  Stock has
exceeded  150% of the  Conversion  Rate (as  computed in Section  4(a) above and
subject  to  adjustment  pursuant  to  Sections  4(b) and  4(c)) for at least 10
trading days in the  30-trading day period ending within five trading days prior
to the date of the  Maker's  Notice,  then  Maker may  elect to cause  automatic
conversion of all or any portion of the outstanding principal and/or accrued but
unpaid  interest on this Note into shares of the Maker's  Common  Stock based on
the Conversion Rate (as computed in Section 4(a) above and subject to adjustment
pursuant to Sections 4(b) and 4(c)). The Maker shall make the election  pursuant
to this Section by delivering to the Payee a written notice of intent to require
the  automatic  conversion  (the  "Maker's  Notice").   The  Maker  shall  cause
certificates  representing  such shares of Common  Stock to be  delivered to the
Payee within 10 business days of  delivering  Maker's  Notice to the Payee,  and
payment  shall be deemed to have  been made on the date of the  Maker's  Notice;
provided,  however,  that Maker  shall not be  obligated  to issue  certificates
representing  such shares of Common Stock unless the Note is either delivered to
Maker or its transfer  agent, or Payee notifies Maker or its transfer agent that
such  Note  has been  lost,  stolen  or  destroyed  and  executes  an  agreement
satisfactory  to Maker to  indemnify  Maker  from  any  loss  incurred  by it in
connection with such Note.

          (b)  If  on  or  before   December  30,  2007,  the  Maker  elects  to
automatically  convert all or portion of the outstanding  principal  pursuant to
Section 5(a), the Maker shall pay a make-whole  interest payment to the Payee on
the date of such  conversion.  The make-whole  interest payment will be equal to
the  present  value  (computed  using the  Discount  Rate) as of the date of the
Maker's Notice of all remaining  scheduled interest  payments.  At the option of
the Maker, the make-whole  interest payment may be paid in cash or shares of the
Maker's Common Stock.  If the Maker elects to issue shares of Common Stock,  the
number of shares of the Maker's  common  stock to be delivered to the Payee will
be equal to the make-whole interest payment amount divided by 95% of the average
of the closing prices  (rounded to the nearest $.01) of the Maker's Common Stock
on the Trading  System for the 10  consecutive  trading days ending on the first
trading  prior  to the  date  of  the  Maker's  Notice  (the  "Maker  Conversion
Computation Period").

          (c)  Despite  the  foregoing,  the Maker  may not issue  shares of its
Common Stock for the make-whole  interest payment pursuant to Section 5(b) above
unless:

               (i) the  Maker  gives  the  Payee  written  notice  at least  one
business  day  prior to the  commencement  of the Maker  Conversion  Computation
Period of the Maker's  intention to make a payment  using shares of Common Stock
(and  specifying the payment amount to be settled by the issuance of shares) and

               (ii) on the date that the relevant payment is due, the Maker has,
pursuant  to the  terms  of the  Registration  Rights  Agreement,  an  effective
registration  statement  under  the Act and  applicable  state  securities  laws
covering the public resale of such shares by Payee.

          (d)  No fractional shares of Maker's Common Stock shall be issued upon
conversion of the Note or in connection with a make-whole  interest payment.  In
lieu of any fractional  shares to which Payee would  otherwise be entitled,  the
Maker shall pay cash equal to the product of such fraction multiplied by the


                                       6


average of the closing  prices of the Common Stock on the Trading System for the
five consecutive trading days immediately preceding the date of the conversion.

     6.   ADDITIONAL   INTEREST.   In  the  event  that   Maker   fails  by  the
"Registration  Deadline",  as  that  term  is  defined  in  Section  2.1  of the
Registration  Rights  Agreement,  to  obtain  effectiveness  under  the  Act and
applicable state  securities laws of the Registration  Statement (as required by
the terms of the Registration  Rights  Agreement)  covering all of the shares of
Common Stock  issuable  pursuant to the  provisions of this Note,  then for each
full month thereafter  (prorated for partial months) that this failure continues
(the  "Failure  Term"),  the Maker shall pay in arrears,  on the next  Scheduled
Interest  Payment  date,  additional  interest  on this  Note  (the  "Additional
Interest") as follows:

DURING THIS MONTH OF THE FAILURE TERM     THE ADDITIONAL INTEREST ON THE NOTE IS
- -------------------------------------     --------------------------------------

   First                                            $25,000
   Second                                           $50,000
   Third                                            $75,000
   Fourth through Fourteenth                        $31,250
   Fifteenth                                         $6,250

In no event will the  Additional  Interest  exceed the aggregate sum of $500,000
over  the  life  of the  Note.  Notwithstanding  Section  3 of  this  Note,  the
Additional Interest shall be paid only in cash.

     Despite  the  foregoing,  if the  Payee  consents  (as  provided  under the
Registration  Rights  Agreement)  to an extension of the  effective  date of the
Registration  Statement  beyond the  original  Registration  Deadline,  then the
Registration Deadline hereunder shall be extended by a like period.

     7.   MAXIMUM  NUMBER OF SHARES.  Notwithstanding  anything to the  contrary
contained in Sections 3, 4 and 5 of this Note, in no event will Maker issue such
number of shares of Maker's Common Stock that would exceed any cap or limitation
on the number of shares (the "Maximum Share Amount") imposed by the rules of the
primary  exchange  on  which  Maker's  Common  Stock  is  traded,   relating  to
stockholder approval or otherwise. To the extent the number of shares of Maker's
Common Stock to be issued  pursuant to this Note, when aggregated with all prior
issuances of shares of Maker's Common Stock under this Note, exceeds the Maximum
Share Amount (the "Excess Shares"),  Maker shall issue to Payee only such number
of shares of Maker Common  Stock as shall not exceed such  Maximum  Share Amount
and shall pay Payee cash for the  remainder of the amount owed. In computing the
cash balance that  relates to the Excess  Shares,  the Maker shall pay Payee the
greater of (i) the actual cash amount  computed  under the other  provisions  of
this Note and (ii) the fair  market  value of the  Excess  Shares,  computed  by
reference to the average  (rounded to the nearest $.01) of the closing prices of
Maker's Common Stock on the Trading System for the five consecutive trading days
immediately  preceding the date when the Maker would  otherwise issue the Excess
Shares but for the Maximum Share Amount limitation.

                                       7


     8.   DIVIDENDS.  If, at any time  while any  portion  of the  principal  or
interest on the Note is  outstanding,  Maker  declares a  distribution  in cash,
property  (including  securities)  or a combination  thereof,  whether by way of
dividend  or  otherwise,  with  respect to its  Common  Stock,  the Payee  shall
participate pro rata in such distribution on an as-converted  basis with holders
of Maker's Common Stock.

     9.   SUBORDINATION.  The Note is subordinate and junior to all existing and
future secured  indebtedness  of Maker.  This Note will rank pari passu with all
existing and future unsecured indebtedness of Maker, unless such other unsecured
indebtedness is, by its terms or by operation of law,  subordinate and junior to
the unsecured indebtedness represented by this Note.

     10.  DEFAULT.  The  occurrence of any one or more of the  following  events
shall  constitute  an event of default,  upon which Payee may declare the entire
principal amount of this Note, together with all accrued but unpaid interest, to
be immediately due and payable in cash:

          (a) The Maker  shall  fail to make any  payment  of  principal  and/or
accrued  but  unpaid  interest  (at  the  applicable  rate,  and  including  any
make-whole  interest  amounts)  when due and  payable,  and such  failure  shall
continue  through 15 days after Payee gives  written  notice of such  failure to
Maker.

          (b) The Maker shall be in material default of any term or provision of
the Purchase  Agreement of even date  herewith  between the parties  hereto (the
"Purchase  Agreement") or the Registration  Rights Agreement (other than Section
2.1 thereof),  and such failure shall continue through 30 days after Payee gives
written notice of such default to Maker.

          (c) The   Maker   shall   become    insolvent   or   any   bankruptcy,
reorganization,  debt  arrangement or other  proceeding  under any bankruptcy or
insolvency law shall be instituted by or against the Maker.

          (d) Any  representation  or  warranty  of the Maker  contained  in the
Purchase  Agreement and the Registration  Rights Agreement shall have been false
in any material respect on the Closing Date.

     Without limiting the above, the Maker acknowledges that payments in cash or
by the issuance of stock on the various  scheduled  due dates are of essence and
that any failure to timely pay the  principal or interest  (within any permitted
grace period) permits Payee to declare this Note  immediately due in cash in its
entirety without any prior notice of any kind to Maker,  except for the specific
notices provided above.

     11.  APPLICABLE LAW. THE VALIDITY,  CONSTRUCTION AND  ENFORCEABILITY OF THE
NOTE SHALL BE GOVERNED BY THE  INTERNAL  LAWS OF THE STATE OF NEW YORK,  WITHOUT
GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF.  The Maker consents to the
personal  jurisdiction  and forum  convenience  of the state and federal  courts
located in Hennepin County,  Minnesota,  with respect to any action by the Payee
to enforce the  provisions  of this Note.  The Payee  consents  to the  personal


                                       8


jurisdiction  and forum  convenience  of the state and federal courts located in
the borough of Manhattan,  New York County, New York, with respect to any action
by the Maker to enforce the provisions of this Note.

     12.  WAIVERS.  The Maker hereby waives  presentment for payment,  notice of
dishonor,  protest  and notice of payment  and all other  notices of any kind in
connection  with the enforcement of this Note. Any provision of this Note may be
amended, waived or modified upon the written consent of Maker and Payee.

     13.  NO SETOFFS.  The Maker shall pay principal and interest under the Note
without any deduction for any setoff or counterclaim.

     14.  COSTS OF  COLLECTION.  If this Note is not paid  when  due,  the Maker
shall  pay  Payee's  reasonable  costs  of  collection,   including   reasonable
attorney's fees.

                            [SIGNATURE PAGE FOLLOWS]






     IN WITNESS WHEREOF, the undersigned has hereunto affixed its signature.

                                    NYFIX, INC.



                                    By
                                      -------------------------------------

                                    Its
                                       ------------------------------------



                                       10

EX-99

                                                                    Exhibit 99.3

                               PURCHASE AGREEMENT

     THIS PURCHASE  AGREEMENT (the  "AGREEMENT")  is entered into as of the 30th
day of December,  2004, by and among NYFIX,  INC., a Delaware  corporation  (the
"COMPANY"),  and WHITEBOX CONVERTIBLE  ARBITRAGE PARTNERS L.P., a British Virgin
Islands limited partnership (the "PURCHASER").

                                R E C I T A L S :

     WHEREAS,  in consideration of $7,500,000,  the Company proposes to issue to
the Purchaser,  and the Purchaser desires to purchase, a $7,500,000  convertible
promissory note in the form attached as Exhibit A (the "NOTE").

     NOW,  THEREFORE,  in consideration of the foregoing recitals and the mutual
promises hereinafter set forth, the parties hereto agree as follows:

SECTION 1.  AGREEMENT TO SELL AND PURCHASE

     1.1  AUTHORIZATION  OF  TRANSACTION.  On or  prior  to the  closing  of the
transactions  contemplated in this Agreement (the "CLOSING"),  the Company shall
have  authorized  the sale and  issuance  to the  Purchaser  of the Note and the
shares of the Company's  common  stock,  $0.001 par value per share (the "COMMON
STOCK")  issuable  upon  conversion  of the Note and  upon  payment  on the Note
(collectively, the "SHARES").

     1.2 SALE AND PURCHASE.  Subject to the terms and conditions  hereof, at the
Closing,  the Company hereby agrees to issue and sell to the Purchaser,  and the
Purchaser  agrees  to  purchase  from the  Company,  the  Note for an  aggregate
purchase price of $7,500,000 (the "PURCHASE PRICE").

SECTION 2. CLOSING, DELIVERY AND PAYMENT; OPTION FOR ADDITIONAL INVESTMENT

     2.1 CLOSING.  The Closing shall take place at 10:00 a.m. on the date hereof
at the offices of the  Purchaser's  legal  counsel,  Messerli & Kramer P.A.,  in
Minneapolis,  Minnesota,  or at such other time or place as the  Company and the
Purchaser may mutually agree (the "CLOSING  DATE").  At the Closing,  subject to
the terms and conditions hereof, the Company will issue, sell and deliver to the
Purchaser the Note,  against payment of the Purchase Price by certified check or
wire transfer of  immediately  available  funds.  At that time,  the Company and
Purchaser  shall also  execute the  Registration  Rights  Agreement  in the form
attached as Exhibit B (the "REGISTRATION RIGHTS AGREEMENT").

     2.2 OPTIONAL ADDITIONAL INVESTMENT BY PURCHASER. Conditioned on the Closing
under  Section  2.1  above,  the  Purchaser  may elect  within 90 days after the
Closing Date (by providing  written  notice to the Company) to purchase up to an
additional  $2,500,000 Note (the "ADDITIONAL  NOTE").  The Additional Note shall
contain  substantially  similar  provisions  as the Note  hereunder and shall be
executed and delivered by the Company (against  delivery by the Purchaser of the
additional  funds)  to the  Purchaser  at a second  closing  (the  "Supplemental



Closing")  to be held within ten business  days after  receipt by the Company of
the Purchaser's  written  election  notice.  At the  Supplemental  Closing,  the
parties will reconfirm their representations and warranties contained herein and
the Company's counsel will provide a customary bring-down legal opinion covering
the matters  otherwise  specified  below. To the fullest extent,  the Additional
Note will be covered by the  provisions of this  Agreement and the  Registration
Rights Agreement.

SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     The Company  hereby  represents  and  warrants to the  Purchaser  as of the
Closing Date, and agrees, as follows:

     3.1  ORGANIZATION,  GOOD  STANDING  AND  QUALIFICATION.  The  Company  is a
corporation duly organized, validly existing and in good standing under the laws
of the  State of  Delaware.  The  Company's  only  active  subsidiaries  are the
subsidiaries listed on Schedule 3.1 (the "SUBSIDIARIES"). Except as indicated on
Schedule 3.1, each  Subsidiary is duly organized,  validly  existing and in good
standing under the laws of its jurisdiction of organization. Each of the Company
and the Subsidiaries has all requisite  corporate power and authority to own and
operate  its  respective  properties  and assets and to carry on its  respective
business as presently  conducted and as presently proposed to be conducted.  The
Company has all requisite  corporate  power and authority to execute and deliver
this Agreement,  the Note and the Registration Rights Agreement  (together,  the
"TRANSACTION  DOCUMENTS"),  to issue and sell the Shares upon  conversion of the
Note  and upon  payment  on the Note  and to  carry  out the  provisions  of the
Transaction  Documents.  Each  of the  Company  and  the  Subsidiaries  is  duly
qualified  and is  authorized  to do  business  and is in good  standing in each
jurisdiction  in  which  the  nature  of its  respective  activities  and of its
respective   properties  (both  owned  and  leased)  makes  such   qualification
necessary,  except for those  jurisdictions  in which failure to be so qualified
would not have a materially adverse effect on the Company or its business, taken
as a whole.

     3.2 CAPITALIZATION. The Company is authorized to issue 60,000,000 shares of
Common Stock, par value $0.001 per share, of which 32,425,630  shares are issued
and  outstanding  as of December 27,  2004,  and  5,000,000  shares of preferred
stock,  par value $1.00 per share, of which no shares are issued and outstanding
as of the date hereof.  Except as set forth on Schedule 3.2 or in the  Company's
current,  quarterly,  annual and other periodic filings (the "SEC REPORTS") with
the U.S.  Securities and Exchange  Commission (the  "COMMISSION"),  there are no
outstanding  options,  warrants or other rights to acquire any of the  Company's
capital  stock,  or securities  convertible  or  exchangeable  for the Company's
capital stock or for securities  themselves  convertible or exchangeable for the
Company's  capital stock  (together,  "CONVERTIBLE  SECURITIES").  Except as set
forth on Schedule  3.2 or in the SEC  Reports,  the Company has no  agreement or
commitment  to  sell or  issue  any  shares  of  capital  stock  or  Convertible
Securities. All issued and outstanding shares of the Company's capital stock (i)
have  been  duly  authorized  and  validly  issued,  (ii)  are  fully  paid  and
nonassessable,  (iii) are free from any preemptive and cumulative  voting rights
and (iv) were issued pursuant to an effective  registration statement filed with
the Commission and applicable state securities  authorities or pursuant to valid
exemptions  under  federal  and state  securities  laws.  Except as set forth on
Schedule 3.2 or in the SEC  Reports,  there are no  outstanding  rights of first


                                       2



refusal or proxy or  shareholder  agreements  of any kind relating to any of the
Company's  securities to which the Company or any of its executive  officers and
directors is a party or as to which the Company otherwise has knowledge of. When
issued in compliance with the provisions of the Note, the Shares will be validly
issued,  fully  paid  and  nonassessable,  and  will  be free  of any  liens  or
encumbrances;  provided, however, that the Shares may be subject to restrictions
on transfer under state and/or federal securities laws as set forth herein or as
otherwise required by such laws at the time a transfer is proposed.

     3.3 AUTHORIZATION; BINDING OBLIGATIONS. All corporate action on the part of
the  Company,  its  officers,  directors  and  shareholders  necessary  for  the
authorization of the Transaction  Documents,  the performance of all obligations
of the Company hereunder and thereunder at the Closing, including authorization,
sale,  issuance and delivery of the Shares upon  conversion of the Note and upon
payment on the Note, has been taken.  The Transaction  Documents,  when executed
and delivered,  will be valid and binding obligations of the Company enforceable
against the Company in  accordance  with their  terms,  except (i) as limited by
applicable bankruptcy, insolvency,  reorganization,  moratorium or other laws of
general application  affecting  enforcement of creditors' rights, (ii) according
to general  principles  of equity that  restrict the  availability  of equitable
remedies and (iii) to the extent that the enforceability of the  indemnification
provisions  of the  Registration  Rights  Agreement may be limited by applicable
laws. The sale of the Shares upon  conversion of the Note or upon payment on the
Note is not and will not be subject to any preemptive  rights or rights of first
refusal.

     3.4  FINANCIAL  STATEMENTS.  The  audited  consolidated  balance  sheets at
December  31, 2003 of the Company and the  audited  consolidated  statements  of
operations,  cash flows and  stockholders'  deficit of the  Company for the year
ended December 31, 2003 and the unaudited consolidated balance sheet at, and the
unaudited  consolidated  statements of  operations  and cash flows for, the nine
months ended  September 30, 2004 of the Company (all of the foregoing  together,
the "FINANCIAL  STATEMENTS," with September 30, 2004 being the "LATEST STATEMENT
DATE" and the consolidated financial statements at and for the nine months ended
September 30, 2004 being the "LATEST FINANCIAL STATEMENTS"), as contained in the
SEC Reports,  fairly present the consolidated  financial  condition,  results of
operations and cash flows of the Company and its  Subsidiaries on a consolidated
basis as of the respective dates and for the respective  periods covered thereby
(subject,  in the case of unaudited  financial  statements,  to normal  year-end
audit  adjustments) and have been prepared in accordance with generally accepted
accounting principles in the United States applied on a consistent basis (except
as may be indicated in the notes  thereto) and the rules and  regulations of the
Commission.

     3.5  LIABILITIES.  Except as reflected or expressly  reserved in the Latest
Financial  Statements or disclosed on SCHEDULE 3.5,  neither the Company nor any
Subsidiaries  has any material  liabilities or obligations and there is no known
basis  for any  material  contingent  liabilities,  except  current  liabilities
incurred after the Latest  Statement Date in the ordinary  course of business of
the Company and the Subsidiaries.

                                       3


     3.6 CERTAIN AGREEMENTS AND ACTIONS.  Except as disclosed on SCHEDULE 3.6 or
in the SEC Reports,  neither the Company nor any  Subsidiary has (i) declared or
paid any dividends,  or authorized or made any distribution upon or with respect
to any class or series of its  capital  stock,  (ii) since the Latest  Statement
Date,  incurred  any  indebtedness  for money  borrowed  or any  other  material
liabilities  out of the  ordinary  course of  business,  (iii) made any loans or
advances to any person, other than ordinary advances for travel or entertainment
expenses or (iv) sold,  exchanged or otherwise  disposed of any of its assets or
rights, other than in the ordinary course of business.

     3.7 OBLIGATIONS OF OR TO RELATED  PARTIES.  Except as disclosed on SCHEDULE
3.7 or in the SEC  Reports,  there  are no  obligations  of the  Company  or any
Subsidiary to executive officers,  directors,  1% or greater shareholders or key
employees  (listed in the Company's most recent proxy  materials) of the Company
or any  Subsidiary  or to any  members  of  their  immediate  families  or other
affiliates, other than (i) for accrued salaries, (ii) reimbursement for expenses
reasonably  incurred  on behalf of the Company or any  Subsidiary  and (iii) for
other  standard  employee  benefits  made  generally  available to all employees
(including  stock  option  agreements  outstanding  under any stock  option plan
approved by the Board of  Directors  of the  Company).  Except as  disclosed  on
SCHEDULE 3.7 or in the SEC Reports,  none of the executive officers,  directors,
1% or greater shareholders or key employees (listed in the Company's most recent
proxy  materials)  of the  Company or any  Subsidiary,  or any  members of their
immediate  families  or other  affiliates,  are  indebted  to the Company or any
Subsidiary  or have any  direct  or  indirect  ownership  interest  in any firm,
corporation  or other  entity  with  which  the  Company  or any  subsidiary  is
affiliated  or  with  which  the  Company  or  any  Subsidiary  has  a  business
relationship,  or any firm,  corporation  or other entity that competes with the
Company or any Subsidiary.  Except as disclosed in the SEC Reports, no executive
officer,  director,  1% or greater  shareholder  or key employee  (listed in the
Company's most recent proxy materials) of the Company or any Subsidiary,  or, to
the  Company's  knowledge,  any  member  of their  immediate  families  or other
affiliates, is, directly or indirectly, interested in or a party to any material
contract with the Company or any Subsidiary. Except as disclosed on SCHEDULE 3.7
or in the SEC  Reports,  the Company or any  Subsidiary  is not a  guarantor  or
indemnitor of any indebtedness of any other person,  firm,  corporation or other
entity, other than the Company or its Subsidiaries.

     3.8 NO MATERIAL ADVERSE CHANGE. Since the Latest Statement Date, and except
as disclosed in the SEC Reports,  there has not been any material adverse change
in the  business,  assets,  liabilities,  condition  (financial  or  otherwise),
operations  or  prospects  of  the  Company,   and  no  event  has  occurred  or
circumstance exists that may result in such a material adverse change.

     3.9 TITLE TO PROPERTIES AND ASSETS;  LIENS. Except as set forth on SCHEDULE
3.6 or SCHEDULE 3.9 or in the SEC  Reports,  the Company or any  Subsidiary  has
good and marketable title to its properties and assets, including the properties
and assets reflected in the Latest Financial  Statements,  and good title to its
leasehold  estates,  in each case subject to no mortgage,  pledge,  lien, lease,
encumbrance or charge,  other than (i) those  resulting from taxes that have not
yet become delinquent,  (ii) minor liens and encumbrances that do not materially
detract from the value of the property subject thereto or materially  impair the


                                       4


operations of the Company or any  Subsidiary and (iii) those that have otherwise
arisen in the ordinary course of business. All facilities, machinery, equipment,
fixtures  and  other  properties  owned,  leased or used by the  Company  or any
Subsidiary are in good operating condition and repair and are reasonably fit and
usable for the purposes for which they are being used,  reasonable wear and tear
excepted.

     3.10 PATENTS AND  TRADEMARKS.  All issued  patents used by the Company that
are based on  inventions  by the  Company's  employees  are the  property of the
Company.  From  time to  time,  the  Company's  employees  may  have  ideas  for
inventions that may or may not lead to the filing of patent applications,  which
may or may not result in the  issuance  of a patent.  It is the  practice of the
Company to attempt to obtain exclusive  ownership of any patents that ultimately
issue based on inventions of its employees.  Except as indicated above or as set
forth on SCHEDULE  3.10 or in the SEC Reports,  the Company owns or licenses all
patents,  trademarks,  service marks,  trade names,  copyrights,  trade secrets,
information  and  other  proprietary  rights  and  processes  necessary  for its
business as now  conducted  and as proposed to be  conducted,  without any known
infringement  of the rights of others.  The Company is not aware that any of its
employees or  employees of any  Subsidiaries  are  obligated  under any contract
(including licenses, covenants or commitments of any nature) or other agreement,
or  subject  to any  judgment,  decree or order of any  court or  administrative
agency,  that would interfere with their duties to the Company or any Subsidiary
or that would conflict with the business of the Company and its  Subsidiaries as
proposed  to be  conducted.  None  of  the  execution  or  delivery  of,  or the
performance of the transactions  contemplated by, the Transaction Documents, the
carrying on of the business of the Company or any Subsidiary by the employees of
the Company or any Subsidiary nor the conduct of the business of the Company and
its Subsidiaries as currently conducted or proposed will conflict with or result
in a breach of the terms,  conditions or provisions  of, or constitute a default
under,  any  contract,  covenant or  instrument  under which any employee is now
obligated.  The Company  does not believe it is or will be  necessary to utilize
any inventions, trade secrets or proprietary information of any of its employees
made prior to their  employment  by the Company,  except for  inventions,  trade
secrets or proprietary information that have been assigned to the Company.

     3.11  COMPLIANCE  WITH OTHER  INSTRUMENTS.  Except as  disclosed in the SEC
Reports,  neither the Company nor any  Subsidiary  is in violation or default of
any term of its Certificate of Incorporation  or Bylaws,  or of any provision of
any mortgage, indenture, contract, agreement, instrument or contract to which it
is party or by which it is bound or of any judgment,  decree, order, writ or, to
its knowledge,  any statute, rule or regulation applicable to the Company or any
Subsidiary  that would  materially  and adversely  affect the business,  assets,
liabilities,  condition (financial or otherwise), operations or prospects of the
Company.  The execution and delivery of, and the  performance  of and compliance
with the  transactions  contemplated  by,  the  Transaction  Documents,  and the
issuance and sale of the Shares upon  conversion  of the Note or upon payment on
the Note,  will not,  with or without  the  passage of time or giving of notice,
result in any such  material  violation,  or be in conflict with or constitute a
default under any such term, or result in the creation of any mortgage,  pledge,
lien,  encumbrance or charge upon any of the properties or assets of the Company
or any  Subsidiary  or the  suspension,  revocation,  impairment,  forfeiture or


                                       5


nonrenewal of any permit,  license,  authorization or approval applicable to the
Company or any  Subsidiary,  the  business or  operations  of the Company or any
Subsidiary or any of the assets or properties of the Company or any Subsidiary.

     3.12  LITIGATION.  Except as disclosed in the SEC Reports,  SCHEDULE 3.5 or
SCHEDULE 3.12, there is no action, suit, proceeding or investigation pending or,
to the  Company's  knowledge,  currently  threatened  against the  Company  that
questions the validity of this  Agreement or the other  agreements  contemplated
hereby or the right of the Company to enter into any of such  agreements,  or to
consummate the transactions  contemplated hereby or thereby. Except as disclosed
in the SEC Reports, there is no action, suit, proceeding or investigation or, to
the  Company's  knowledge,  currently  threatened  against  the  Company  or any
Subsidiary that could result,  either  individually or in the aggregate,  in any
material  adverse  change in the assets,  condition  (financial  or  otherwise),
business,  results of operations  or prospects of the Company,  or any change in
the current equity ownership of the Company, nor is the Company aware that there
is any basis for the  foregoing.  The foregoing  includes,  without  limitation,
actions  pending or  threatened  (or any basis  therefor  known to the  Company)
involving  the prior  employment  of any of the  employees of the Company or any
Subsidiary,  their use in  connection  with the  business  of the Company or any
Subsidiary of any  information  or techniques  allegedly  proprietary  to any of
their former  employers or their  obligations  under any  agreements  with prior
employers.  Except as disclosed in the SEC Reports,  neither the Company nor any
Subsidiary  is a  party  or  subject  to  the  provisions  of any  order,  writ,
injunction,   judgment  or  decree  of  any  court  or   government   agency  or
instrumentality.

     3.13 TAX RETURNS AND PAYMENTS.  Except as disclosed on SCHEDULE 3.13,  each
of the Company and any Subsidiary has filed all tax returns (federal,  state and
local) required to be filed by it. All taxes shown to be due and payable on such
returns,  any assessments imposed,  and, to the Company's  knowledge,  all other
taxes due and payable by the Company or any  Subsidiary on or before the Closing
have been paid or will be paid  prior to the time they  become  delinquent.  The
Company  has not been  advised (i) that any of the tax returns of the Company or
any  Subsidiary  have been or are being audited as of the date hereof or (ii) of
any  deficiency in assessment  or proposed  judgment to federal,  state or other
taxes of the Company or any  Subsidiary.  The Company  has no  knowledge  of any
liability of any tax to be imposed upon the  properties or assets of the Company
or any  Subsidiary  as of the  date of  this  Agreement  that is not  adequately
provided for.

     3.14  EMPLOYEES.  Neither the Company nor any Subsidiary has any collective
bargaining  agreements  with  any of its  employees.  There  is no  labor  union
organizing  activity  pending or, to the Company's  knowledge,  threatened  with
respect to the Company or any  Subsidiary.  Except as set forth on SCHEDULE 3.14
or in the SEC  Reports,  no  executive  officer or key  employee  (listed in the
Company's most recent proxy materials) has any agreement or contract, written or
verbal, regarding his employment. Except as disclosed on SCHEDULE 3.14 or in the
SEC Reports,  neither the Company nor any  Subsidiary  is a party to or bound by
any currently effective deferred compensation arrangement, bonus plan, incentive
plan, profit sharing plan,  retirement agreement or other employee  compensation
plan or agreement. To the Company's knowledge, no employee of the Company or any
Subsidiary,  nor any  consultant  with whom the  Company or any  Subsidiary  has
contracted,  is in violation of any material  term of any  employment  contract,
proprietary  information  agreement or any other agreement relating to the right


                                       6


of any such  individual to be employed by, or to contract  with,  the Company or
any  Subsidiary  because of the nature of the  business to be  conducted  by the
Company or any  Subsidiary;  and,  to the  Company's  knowledge,  the  continued
employment by the Company or any  Subsidiary of its present  employees,  and the
performance  of  the  contracts  of  the  Company  or any  Subsidiary  with  its
independent contractors,  will not result in any such violation. The Company has
not received any notice alleging that any such violation has occurred. Except as
disclosed on SCHEDULE  3.14 or in the SEC Reports,  no executive  officer or key
employee (listed in the Company's most recent proxy materials) of the Company or
any Subsidiary has been granted the right to continued employment by the Company
or any  Subsidiary  or to any material  compensation  following  termination  of
employment with the Company or any Subsidiary. The Company is not aware that any
executive  officer or key employee  (listed in the  Company's  most recent proxy
materials),  or that any group of executive officers or key  employees(listed in
the  Company's  most  recent  proxy  materials),   intends  to  terminate  their
employment  with the  Company  or any  Subsidiary,  nor does the  Company or any
Subsidiary have a present intention to terminate the employment of any executive
officer,  key employee  (listed in the Company's most recent proxy materials) or
group of  executive  officers or key  employees  (listed in the  Company's  most
recent proxy materials).

     3.15   REGISTRATION  RIGHTS.  Except  as  disclosed  on  SCHEDULE  3.15  or
required pursuant to the Registration Rights Agreement, the Company is presently
not under any  obligation,  and has not  granted any  rights,  to  register  (as
defined in the  Registration  Rights  Agreement) any of the Company's  presently
outstanding securities or any of its securities that may hereafter be issued.

     3.16   COMPLIANCE  WITH  LAWS;  PERMITS.  Except  as  disclosed  in the SEC
Reports,  neither  the  Company  nor  any  Subsidiary  is in  violation  of  any
applicable statute,  rule,  regulation,  order or restriction of any domestic or
foreign  government or any  instrumentality  or agency thereof in respect of the
conduct of its business or the ownership of its properties that would materially
and adversely affect the business, assets, liabilities,  condition (financial or
otherwise),  operations  or prospects of the Company.  No  governmental  orders,
permissions,  consents,  approvals or authorizations are required to be obtained
and no registrations or declarations are required to be filed in connection with
the  execution  and  delivery  of,  and  the  performance  of  the  transactions
contemplated  by, the  Transaction  Documents or the issuance of the Shares upon
conversion of the Note or upon payment on the Note, except such as has been duly
and validly  obtained or filed, or with respect to any filings that must be made
after the Closing,  as will be filed in a timely manner. Each of the Company and
the Subsidiaries has all franchises, permits, licenses and any similar authority
necessary for the conduct of its business as now being conducted by it, the lack
of which could materially and adversely affect the business, assets, properties,
prospects or condition  (financial  or otherwise) of the Company and the Company
believes it can (and  covenants  to  Purchaser  that it will) obtain any similar
authority for the conduct of its business as planned to be conducted.

     3.17   ENVIRONMENTAL  AND  SAFETY  LAWS.  Except  as  disclosed  in the SEC
Reports, to the Company's  knowledge,  neither the Company nor any Subsidiary is
in  violation  of any  applicable  statute,  law or  regulation  relating to the
environment or occupational health and safety, and to the Company's knowledge,


                                       7


no  material  expenditures  are or will be  required in order to comply with any
such existing statute,  law or regulation.  Without limiting the foregoing,  and
except as disclosed in the SEC Reports:

     (a) with respect to any real property owned,  leased or otherwise  utilized
by the Company or any Subsidiary ("REAL PROPERTY"),  neither the Company nor any
Subsidiary  is or has in the past been in violation of any  Hazardous  Substance
Law which  violation  could  reasonably  be  expected  to  result in a  material
liability to the Company or its properties and assets;

     (b) neither the  Company,  any  Subsidiary  nor,  to the  knowledge  of the
Company, any third party has used, Released, generated,  manufactured,  produced
or stored, in, on, under, or about any Real Property,  or transported thereto or
therefrom, any Hazardous Substances that could reasonably be expected to subject
the Company to material liability, under any Hazardous Substance Law;

     (c) to the  knowledge  of the  Company,  there  are no  underground  tanks,
whether  operative or  temporarily or  permanently  closed,  located on any Real
Property  that could  reasonably  be expected to subject the Company to material
liability under any Hazardous Substance Law;

     (d) there are no Hazardous Substances used, stored or present at, or on, or
to the  knowledge  of the Company that could  reasonably  be expected to migrate
onto any Real Property, except in compliance with Hazardous Substance Laws; and

     (e) to the  knowledge  of the  Company,  there  neither is nor has been any
condition,  circumstance,  action,  activity or event that could  reasonably  be
expected  to be a material  violation  by the Company or any  Subsidiary  of any
Hazardous  Substance  Law,  or to  result in  liability  to the  Company  or any
Subsidiary under any Hazardous Substance Law.

     For purposes hereof,  "HAZARDOUS  SUBSTANCES" means (statutory acronyms and
abbreviations  having  the  meaning  given  them  in  the  definition  below  of
"HAZARDOUS  SUBSTANCES  LAWS")  substances  defined as  "hazardous  substances,"
"pollutants" or  "contaminants"  in Section 101 of the CERCLA;  those substances
defined as "hazardous waste," "hazardous materials" or "regulated substances" by
the RCRA; those  substances  designated as a "hazardous  substance"  pursuant to
Section 311 of the CWA;  those  substances  defined as "hazardous  materials" in
Section 103 of the HMTA;  those  substances  regulated  as a hazardous  chemical
substance or mixture or as an imminently hazardous chemical substance or mixture
pursuant  to  Sections  6  or  7  of  the  TSCA;  those  substances  defined  as
"contaminants"  by Section 1401 of the SDWA, if present in excess of permissible
levels;  those  substances  regulated by the Oil Pollution Act; those substances
defined as a pesticide  pursuant to Section 2(u) of the FIFRA;  those substances
defined as a source, special nuclear or by-product material by Section 11 of the
AEA; those substances defined as "residual  radioactive material" by Section 101
of the  UMTRCA;  those  substances  defined  as "toxic  materials"  or  "harmful
physical agents" pursuant to Section 6 of the OSHA; those substances  defined as
hazardous wastes in 40 C.F.R. Part 261.3;  those substances defined as hazardous
waste constituents in 40 C.F.R. Part 260.10, specifically including Appendix VII
and VIII of Subpart D of 40 C.F.R.  Part 261;  those  substances  designated  as


                                       8


hazardous  substances  in 40 C.F.R.  Parts  116.4 and  302.4;  those  substances
defined as hazardous  substances or hazardous materials in 49 C.F.R. Part 171.8;
those substances  regulated as hazardous  materials,  hazardous  substances,  or
toxic  substances  in 40  C.F.R.  Part  1910;  any  chemical,  material,  toxin,
pollutant,  or waste regulated by or in any other Hazardous Substances Laws; and
in the regulations adopted and publications  promulgated  pursuant to said laws,
whether or not such  regulations or  publications  are  specifically  referenced
herein.

     "Hazardous Substances Law" means any of:

     (i)     the  Comprehensive   Environmental  Response,   Compensation,   and
             Liability Act of 1980, as amended (42 U.S.C.  Section 9601 et seq.)
             ("CERCLA");

     (ii)    the Federal Water Pollution Control Act (33 U.S.C.  Section 1251 et
             seq.) ("CLEAN WATER ACT" or "CWA");

     (iii)   the Solid Waste Disposal Act, as amended (42 U.S.C. Section 6901 et
             seq.) ("RCRA");

     (iv)    the  Atomic  Energy Act of 1954 (42  U.S.C.  Section  2011 et seq.)
             ("AEA");

     (v)     the Clean Air Act (42 U.S.C. Section 7401 et seq.) ("CAA");

     (vi)    the Emergency  Planning and Community  Right to Know Act (42 U.S.C.
             Section 11001 et seq.) ("EPCRA");

     (vii)   the Federal Insecticide,  Fungicide,  and Rodenticide Act (7 U.S.C.
             Section 136 et seq.) ("FIFRA");

     (viii)  the Oil Pollution Act of 1990 (33 U.S.C.A. Section 2701 et seq.);

     (ix)    the Safe  Drinking  Water  Act (42  U.S.C.  Sections  300f et seq.)
             ("SDWA");

     (x)     the Surface Mining Control and  Reclamation  Act of 1974 (30 U.S.C.
             Sections 1201 et seq.) ("SMCRA");

     (xi)    the Toxic Substances  Control Act (15 U.S.C.  Section 2601 et seq.)
             ("TSCA");

     (xii)   the Hazardous Materials  Transportation Act (49 U.S.C. Section 5101
             et seq.) ("HMTA");

     (xiii)  the Uranium Mill Tailings  Radiation Control Act of 1978 (42 U.S.C.
             Section 7901 et seq.) ("UMTRCA");

     (xiv)   the  Occupational  Safety and Health Act (29 U.S.C.  Section 651 et
             seq.) ("OSHA"); and

                                       9


     (xv)    all other federal,  state and local governmental rules which govern
             Hazardous Substances,  and the regulations adopted and publications
             promulgated pursuant to all such foregoing laws.

     3.18   PRIVATE   OFFERING.   Assuming   the  truth  and   accuracy  of  the
representations  and  warranties  of the  Purchaser  contained in Section 4, the
offer, sale and issuance of the Note (and the Shares issuable upon conversion of
the Note or upon  payment  on the  Note)  will be exempt  from the  registration
requirements of the Securities Act of 1933, as amended (the  "SECURITIES  ACT"),
and will have been registered or qualified (or are exempt from  registration and
qualification) under the registration,  permit or qualification  requirements of
the State of New York.

     3.19   FULL  DISCLOSURE.  None  of the  Transaction  Documents  nor the SEC
Reports  contains any untrue  statement of a material fact nor, to the Company's
knowledge and belief,  omit to state a material fact  necessary in order to make
the  statements  contained  herein or  therein  not  misleading  in light of the
circumstances in which they were made. There are no facts that  (individually or
in the aggregate) materially adversely affect the business, assets, liabilities,
condition  (financial  or  otherwise) or operations of the Company that have not
been  set  forth  in the  Transaction  Documents,  the SEC  Reports  or in other
documents  delivered to the  Purchaser or its  attorneys or agents in connection
herewith.

     3.20  INSURANCE.  Each of the Company and the  Subsidiaries  has  insurance
relating to its business  and  covering  property,  fire,  casualty,  liability,
workers'  compensation and all other forms of insurance  customarily obtained by
businesses in the same industry. Such insurance (i) is in full force and effect,
(ii)  insures  against  risks of the kind  customarily  insured  against  and in
amounts customarily carried by businesses  similarly situated and (iii) provides
adequate  insurance  coverage for the  activities of each of the Company and the
Subsidiaries.

     3.21  INVESTMENT  COMPANY  ACT.  The  Company is not,  and will not use the
proceeds from the Note in a manner so as to become, an "investment  company," or
a company  "controlled"  by an "investment  company,"  within the meaning of the
Investment Company Act of 1940, as amended.

     3.22   BROKER-DEALER COMPLIANCE.  The Company's broker-dealer  subsidiaries
are in  compliance  with  applicable  net capital  requirements  of the National
Association of Securities Dealers,  Inc. (the "NASD") and the Financial Services
Authority.

     3.23   NASDAQ COMPLIANCE. The Company's Common Stock is registered pursuant
to  Section  12(g) of the  Securities  Exchange  Act of 1934,  as  amended  (the
"EXCHANGE ACT"),  and is quoted on the Nasdaq National  Market.  (the "NASDAQ").
The  Company has taken no action  designed  to, or likely to have the effect of,
and the transactions contemplated by this Agreement will not have the effect of,
terminating  the  registration  of the Common  Stock under the  Exchange  Act or
de-listing  of the Common Stock from the Nasdaq.  Except as disclosed in the SEC
Reports, the Company has not received any notification that the Commission,  the
NASD,  the  Nasdaq  or  any  other   self-regulatory   organizational   body  is
contemplating  terminating  such  registration or listing.  Without limiting the
foregoing, the Transaction Documents and the transactions contemplated by them


                                       10


require  no  shareholder  approval  under  the rules or  interpretations  of the
Nasdaq.

     3.24   REPORTING  STATUS.  The  Company  has filed all  documents  that the
Company  was  required  to file  under the  Exchange  Act  during  the 12 months
preceding the date of this Agreement.  The SEC Reports  complied in all material
respects with the applicable  requirements of the Securities Act or the Exchange
Act, as the case may be, and the applicable  rules and  regulations  promulgated
thereunder as of their respective  filing dates,  and the information  contained
therein as of the date thereof did not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements  therein,  in light of the circumstances under which they
were made, not misleading.  The Company has disclosed in Item 4 of the Company's
Report on Form 10-Q for the quarter  ended  September 30, 2003 the status of its
internal control systems.  As of the Closing Date, the Company's  testing of its
internal   controls  to  achieve   compliance  with  the   requirements  of  the
Sarbanes-Oxley  Act of 2002 is in  progress  and the Company is not aware of any
material  weaknesses  (as defined in Section 404 of the  Sarbanes-Oxley  Act) in
such controls.

     3.25  NO  MANIPULATION  OF  STOCK.  Neither  the  Company,  nor  any of its
directors,  officers or controlling  persons, has taken or will, in violation of
applicable  law,  take,  any  action  designed  to or that might  reasonably  be
expected  to cause or  result  in, or which has  constituted,  stabilization  or
manipulation  of the price of the Common Stock to facilitate  the sale or resale
of the  securities  issued  or  issuable  in  connection  with the  transactions
contemplated hereunder.

     3.26   FOREIGN CORRUPT PRACTICES; SARBANES-OXLEY.

     (a) Neither the Company,  nor to the knowledge of the Company, any agent or
other person  acting on behalf of the Company,  has (i) directly or  indirectly,
used any corrupt funds for unlawful contributions, gifts, entertainment or other
unlawful expenses related to foreign or domestic political  activity,  (ii) made
any unlawful payment to foreign or domestic government officials or employees or
to any foreign or domestic  political parties or campaigns from corporate funds,
(iii) failed to disclose fully any contribution  made by the Company (or made by
any  person  acting on its  behalf of which the  Company  is aware)  which is in
violation of law, or (iv) violated in any material  respect any provision of the
Foreign Corrupt Practices Act of 1977, as amended.

     (b) Other than as disclosed in Item 4 of the Company's  Report on Form 10-Q
for the quarter ended September 30, 2004 and in Section 3.24 above, the Company,
to its knowledge,  is in compliance in all material respects with the provisions
of the Sarbanes-Oxley Act of 2002 (and related rules of the Commission) that are
applicable to it as of the Closing Date and that relate to listed  company audit
committees, improper influence on the conduct of audits, disclosures required in
periodic  reports,  personal  loans  to  executives,   disclosures  required  of
executive officers and directors,  code of ethics for senior financial officers,
disclosure of audit committee financial expert and Form 8-K filings.

                                       11


     3.27   NO MATERIAL  TRANSACTIONS  OR EVENTS.  As of the Closing  Date,  the
Company  is  not  aware  of any  pending  or  proposed  merger,  acquisition  or
disposition of assets that support 20% or more of current  revenues,  or revenue
shortfall  against  publicly issued Company  guidance,  other than as previously
disclosed in the SEC Reports or in a publicly disseminated press release.

SECTION 4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

     The  Purchaser  hereby  represents  and  warrants  to the Company as of the
Closing Date, and agrees, as follows:

     4.1   INVESTMENT  REPRESENTATIONS.  The Purchaser understands that neither
the offer nor the sale of the Note or the Shares has been  registered  under the
Securities  Act. The Purchaser also  understands  that the Note is being offered
and sold pursuant to an exemption from registration  contained in the Securities
Act  based  in  part  upon  the  Purchaser's  representations  contained  in the
Agreement. The Purchaser hereby represents and warrants as follows:

     (a) PURCHASER BEARS ECONOMIC RISK. The Purchaser has substantial experience
in evaluating and investing in private  placement  transactions of securities in
companies  similar to the Company so that it is capable of evaluating the merits
and risks of its  investment  in the Company and has the capacity to protect its
own  interests.  The Purchaser  must bear the economic  risk of this  investment
indefinitely  unless  the  Note  (or the  Shares)  are  subsequently  registered
pursuant to the Securities Act, or an exemption from  registration is available.
Except as contemplated by the Registration  Rights Agreement,  the Purchaser has
no  present  intention  of  selling or  otherwise  transferring  the Note or the
Shares, or any interest therein. The Purchaser also understands that there is no
assurance that any exemption from registration  under the Securities Act will be
available  and  that,  even if  available,  such  exemption  may not  allow  the
Purchaser  to transfer  all or any  portion of the Note or the Shares  under the
circumstances, in the amounts or at the times the Purchaser might propose.

     (b) ACQUISITION FOR OWN ACCOUNT. Except as contemplated by the Registration
Rights  Agreement,  the  Purchaser is acquiring  the Note and the Shares for the
Purchaser's  own account for investment  only, and not with a view towards their
public distribution.

     (c) PURCHASER  CAN  PROTECT  ITS  INTEREST.  By  reason  of its,  or of its
management's business or financial experience, the Purchaser has the capacity to
protect its own interests in connection  with the  transactions  contemplated in
this Agreement,  the Note and the Registration  Rights Agreement.  Further,  the
Purchaser is aware of no publication of any advertisement in connection with the
transactions contemplated in the Agreement.

     (d) ACCREDITED INVESTOR. The Purchaser is an accredited investor within the
meaning of Regulation D of the Securities Act.

     (e) RESIDENCE.  The  Purchaser is  organized  under the laws of the British
Virgin Islands and its principal office is located in the State of Minnesota.

                                       12


     (f) RULE 144. The Purchaser  acknowledges  and agrees that the Note and, if
issued,  the Shares,  must be held  indefinitely  unless  they are  subsequently
registered  under the Securities Act or an exemption from such  registration  is
available.  The Purchaser has been advised or is aware of the provisions of Rule
144 promulgated under the Securities Act, which permits limited resale of shares
purchased  in a private  placement  subject  to the  satisfaction  of  specified
conditions,  including,  among other things:  the availability of current public
information about the Company, the resale occurring not less than one year after
a party has  purchased  and paid for the  security  to be sold,  the sale  being
through an unsolicited "broker's transaction" or in transactions directly with a
market maker (as such term is defined  under the Exchange Act) and the number of
shares  being  sold  during  any  three-month  period  not  exceeding  specified
limitations.

     (g) ACCESS TO INFORMATION.  The Purchaser has had an opportunity to discuss
the Company's  business,  management  and  financial  affairs with the Company's
management and to review the Company's  facilities.  The Purchaser  acknowledges
that the Company has given such  Purchaser  access to the corporate  records and
accounts of the Company, has made its officers and representatives available for
interview by such  Purchaser and has furnished such Purchaser with all documents
and other  information  requested by such Purchaser to make an informed decision
with respect to the purchase of the Note.

     4.2    TRANSFER  RESTRICTIONS.  The Purchaser  acknowledges and agrees that
the Note and, if issued, the Shares, are subject to restrictions on transfer and
will bear restrictive legends.

     4.3    ORGANIZATION; AUTHORIZATION; BINDING OBLIGATIONS. The Purchaser is a
limited partnership duly organized,  validly existing and in good standing under
the laws of the British Virgin Islands.  The Purchaser has all requisite limited
partnership  power and  authority to execute and deliver this  Agreement and the
Registration  Rights  Agreement  and to  carry  out its  obligations  under  the
provisions  of  such  documents.  This  Agreement  and the  Registration  Rights
Agreement, when executed and delivered, will be valid and binding obligations of
the Purchaser  enforceable against the Purchaser in accordance with their terms,
except (i) as  limited by  applicable  bankruptcy,  insolvency,  reorganization,
moratorium  or  other  laws of  general  application  affecting  enforcement  of
creditors' rights,  (ii) according to general principles of equity that restrict
the  availability  of  equitable  remedies  and  (iii)  to the  extent  that the
enforceability  of the  indemnification  provisions of the  Registration  Rights
Agreement may be limited by applicable laws.

SECTION 5. CONDITIONS FOR CLOSING

     5.1    CONDITIONS  FOR  THE  COMPANY  TO  SATISFY.  The  obligation  of the
Purchaser to purchase the Note as  contemplated  by this Agreement is subject to
satisfaction of the following contingencies at or prior to Closing:

     (a) The Company  shall have obtained all third party  consents  required in
connection herewith.

                                       13


     (b) The Company  shall have  executed  and  delivered  to the  Purchaser at
Closing the Transaction Documents.

     (c) Olshan, Grundman, Frome, Rosenzweig & Wolosky LLP, legal counsel to the
Company,  shall have delivered a written opinion, dated the Closing Date, to the
Purchaser, in the form attached as Exhibit C.

SECTION 6.  MISCELLANEOUS

     6.1    GOVERNING LAW. This  Agreement  shall be governed by the laws of the
State of New York as such  laws  are  applied  to  agreements  between  New York
residents entered into and performed  entirely in New York. The Company consents
to the  personal  jurisdiction  and forum  convenience  of the state and federal
courts located in Hennepin County,  Minnesota, with respect to any action by the
Purchaser to enforce the provisions of this Agreement. The Purchaser consents to
the personal  jurisdiction and forum convenience of the state and federal courts
located in the borough of Manhattan,  New York County, New York, with respect to
any action by the Company to enforce the provisions of this Agreement.

     6.2    SURVIVAL. The representations,  warranties, covenants and agreements
made herein shall survive any investigation  made by the parties and the closing
of the  transactions  contemplated  hereby  until  the  earlier  to occur of the
Maturity  Date  of the  Note  or the  payment  (or  conversion)  in  full of the
principal amount of the Note and any accrued but unpaid interest thereon, except
for the  representation  set forth in Section 3.27 which shall survive until the
date on which  the  Company  files its  Annual  Report on Form 10-K for the year
ended  December  31,  2004 with the  Commission.  All  statements  as to factual
matters  contained in any  certificate  or other  instrument  delivered by or on
behalf of the  Company  pursuant  hereto  in  connection  with the  transactions
contemplated  hereby shall be deemed to be representations and warranties by the
Company hereunder solely as of the date of such certificate or instrument.

     6.3    SUCCESSORS  AND  ASSIGNS.  Except as  otherwise  expressly  provided
herein,  the  provisions  hereof  shall  inure to the benefit of, and be binding
upon,  the  successors,  assigns,  heirs,  executors and  administrators  of the
parties  hereto and shall  inure to the  benefit of and be  enforceable  by each
person who shall be a holder of the Note or the Shares from time to time.

     6.4    ENTIRE AGREEMENT.  The Transaction Documents and the other documents
delivered  pursuant  hereto  constitute  the full and entire  understanding  and
agreement  between the parties with regard to the  subjects  hereof and no party
shall be  liable or bound to any  other in any  manner  by any  representations,
warranties,  covenants and agreements,  except as specifically  set forth herein
and therein.

     6.5    SEVERABILITY.  In case  any  provision  of the  Agreement  shall  be
invalid, illegal or unenforceable,  the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

     6.6    AMENDMENT AND WAIVER. This Agreement may be amended or modified, and
any  provision  hereunder  may be waived,  only upon the written  consent of the
Company and the Purchaser.

                                       14


     6.7    NOTICES. All notices,  requests,  consents, and other communications
hereunder  shall be made in writing  and shall be deemed  given (i) when made if
made by hand  delivery,  (ii) one  business  day after being  deposited  with an
overnight courier if made by courier guaranteeing overnight delivery or (iii) on
the date indicated on the notice of receipt if made by first-class  mail, return
receipt requested, addressed as follows:

     (a) if to the Company, at

            NYFIX, Inc.
            333 Ludlow Street
            Stamford, CT 06902
            Attention:  General Counsel

            with a copy to:

            Olshan Grundman Frome Rosenzweig & Wolosky LLP
            65 East 55th Street
            New York, New York  10022
            Attention:  Robert L. Frome, Esq.

     (b) if to the Purchaser, in care of:

            Whitebox Advisors, LLC
            3033 Excelsior Boulevard, Suite 300
            Minneapolis, Minnesota  55416
            Attention:  Jonathan Wood, Chief Financial Officer




                                       15


            with a copy to:

            Messerli & Kramer P.A.
            150 South Fifth Street, Suite 1800
            Minneapolis, Minnesota  55402
            Attention:  Jeffrey C. Robbins, Esq.

     6.8    INDEMNIFICATION BY THE COMPANY.  The Company agrees to indemnify and
hold the  Purchaser  harmless  against  any loss,  liability,  damage or expense
(including  reasonable  legal fees and costs)  that the  Purchaser  may  suffer,
sustain or become subject to as a result of or in connection  with the breach by
the  Company of any  representation,  warranty,  covenant  or  agreement  of the
Company contained in any of the Transaction Documents;  provided,  however, that
no  indemnification  shall be required  hereunder for the  negligence or willful
misconduct  of  the  Purchaser  or  breach  by  the  Purchaser  of  any  of  the
representations  and warranties set forth in Section 4 hereof.  In case any such
action is brought  against  the  Purchaser,  the  Company  will be  entitled  to
participate  in  and  assume  the  defense   thereof  with  counsel   reasonably
satisfactory  to the  Purchaser,  and  after  notice  from  the  Company  to the
Purchaser of its election to assume the defense  thereof,  the Company  shall be
responsible for any legal or other expenses  subsequently incurred by the latter
in connection with the defense  thereof;  provided,  that if the Purchaser shall
have reasonably concluded that there may be one or more legal defenses available
to the Purchaser which conflict in any material  respect with those available to
the Company,  the Company shall not have the right to assume the defense of such
action on behalf of the Purchaser and the Company shall  reimburse the Purchaser
for that  portion  of the fees  and  expenses  of one  counsel  retained  by the
Purchaser.

     6.9    EXPENSES. At Closing, the Company shall pay the Purchaser's counsel,
Messerli & Kramer P.A.,  $20,000 for its legal fees and expenses in representing
the  Purchaser in  connection  with the  transactions  contemplated  hereby.  In
addition,  the  Company  agrees  to pay  or  reimburse  the  Purchaser  for  its
reasonable  legal fees and  expenses  that it may incur after the date hereof in
connection with the granting of any waiver with respect to, the  modification of
any of the terms or provisions of, or the  enforcement of any of the Transaction
Documents.

     6.10   TITLES AND SUBTITLES.  The titles of the sections and subsections of
the Agreement are for convenience of reference only and are not to be considered
in construing this Agreement.

     6.11   COUNTERPARTS. This Agreement may be delivered via facsimile or other
means of electronic communication,  and may be executed in counterparts, each of
which shall be an  original,  but all of which  together  shall  constitute  one
instrument.

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     IN  WITNESS  WHEREOF,  the  parties  hereto  have  hereunto  affixed  their
signatures.

NYFIX, INC.                                WHITEBOX CONVERTIBLE ARBITRAGE
                                            PARTNERS, L.P.


By                                         By
  ------------------------------------        ----------------------------------

Its                                        Its
   -----------------------------------        ----------------------------------


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