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                                   NYFIX, INC.

                                3,450,000 SHARES

                                  COMMON STOCK

                             UNDERWRITING AGREEMENT


                                                                  _____ __, 2001

J.P. MORGAN SECURITIES INC.
ROBERTSON STEPHENS INCORPORATED
UBS WARBURG LLC
US BANCORP PIPER JAFFRAY, INC.
c/o J.P. Morgan Securities Inc.
60 Wall Street
New York, NY 10260

Ladies and Gentlemen:

         NYFIX, Inc., a New York corporation (the "COMPANY"), proposes to issue
and sell to the several Underwriters listed in Schedule I hereto (the
"UNDERWRITERS"), for whom you are acting as representatives (the
"REPRESENTATIVES"), an aggregate of 3,000,000 shares of its authorized but
unissued Common Stock, $0.001 par value (the "COMMON STOCK") (said 3,000,000
shares of Common Stock being herein called the "UNDERWRITTEN SHARES"). The
shareholders of the Company named in Schedule II hereto (the "SELLING
SHAREHOLDERS") propose to grant to the Underwriters an option to purchase up to
450,000 additional shares of Common Stock (the "OPTION SHARES"). The Option
Shares and the Underwritten Shares are herein collectively called the "SHARES".
The Common Stock is more fully described in the Registration Statement and the
Prospectus hereinafter mentioned.

         The Company and the Selling Shareholders hereby confirm the agreements
made with respect to the purchase of the Shares by the Underwriters (which term
shall also include any underwriter purchasing Shares pursuant to Section 4(b)
hereof). You hereby represent and warrant that you have been authorized by each
of the other Underwriters to enter into this Agreement on its behalf and to act
for it in the manner herein provided.

         1. REGISTRATION STATEMENT. The Company has prepared and filed with the
Securities and Exchange Commission (the "COMMISSION") a registration
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statement on Form S-3 (No. 333-60314), including the related preliminary
prospectus, in accordance with the provisions of the Securities Act of 1933, as
amended, and the rules and regulations of the Commission thereunder (the
"SECURITIES ACT") relating to the Shares. Copies of such registration statement
and of each amendment thereto, if any, including the related preliminary
prospectus (meeting the requirements of Rule 430A of the rules and regulations
of the Commission) heretofore filed by the Company with the Commission have been
delivered to you.

         The term "REGISTRATION STATEMENT" as used in this agreement shall mean
such registration statement, all exhibits and financial statements, all
information omitted therefrom in reliance upon Rule 430A and contained in the
Prospectus referred to below, in the form in which it became effective, and any
registration statement filed pursuant to Rule 462(b) of the rules and
regulations of the Commission with respect to the Shares (a "RULE 462(b)
REGISTRATION STATEMENT"), and, in the event of any amendment thereto after the
effective date of such registration statement (the "EFFECTIVE DATE"), shall also
mean (from and after the effectiveness of such amendment) such registration
statement as so amended (including any Rule 462(b) registration statement). The
term "PROSPECTUS" as used in this Agreement shall mean the Prospectus in the
form first used to confirm sales of the Shares. Any reference in this Agreement
to the Registration Statement or any preliminary prospectus or the Prospectus
shall be deemed to refer to and include the documents incorporated by reference
therein pursuant to Form S-3 under the Securities Act, as of the Effective Date
of the Registration Statement or the date of such preliminary prospectus or the
Prospectus, as the case may be and any reference to "amend", "amendment", or
"supplement" with respect to the Registration Statement, any preliminary
prospectus or the Prospectus shall be deemed to refer to and include any
documents filed after the Effective Date under the Securities Exchange Act of
1934, as amended, and the rules and regulations of the Commission thereunder
(collectively, the "EXCHANGE ACT") that are deemed to be incorporated by
reference therein.

         The Registration Statement has been declared effective under the
Securities Act, and no post-effective amendment to the Registration Statement
has been filed as of the date of this Agreement. The Company has caused to be
delivered to you copies of each preliminary prospectus and has consented to the
use of such copies for the purposes permitted by the Securities Act.


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2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

         (a) The Company hereby represents and warrants as follows:

                  (i) no order preventing or suspending the use of any
preliminary prospectus has been issued by the Commission, and each preliminary
prospectus filed as part of the Registration Statement as originally filed or as
part of any amendment thereto, or filed pursuant to Rule 424 under the
Securities Act, complied when so filed in all material respects with the
Securities Act, and 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; provided that this representation and warranty shall not
apply to any statements or omissions made in reliance upon and in conformity
with information relating to any Underwriter furnished to the Company in writing
by such Underwriter through the Representatives expressly for use therein;

                  (ii) the Registration Statement has become effective; no stop
order suspending the effectiveness of the Registration Statement has been issued
and no proceeding for that purpose has been instituted or, to the knowledge of
the Company, threatened by the Commission; and the Registration Statement and
Prospectus comply and, as amended or supplemented, if applicable, will comply in
all material respects with the Securities Act and did not and will not, as of
the applicable effective date as to the Registration Statement and any amendment
thereto and as of the date of the Prospectus and any amendment or supplement
thereto, contain any 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 not misleading, and the Prospectus, as amended or supplemented, if
applicable, at the Closing Date (as hereinafter defined) or the Option Closing
Date (as hereinafter defined), as the case may be, will not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements therein, in light of the circumstances under which they were
made, not misleading; provided that the foregoing representations and warranties
shall not apply to any statements or omissions in the Registration Statement or
the Prospectus made in reliance upon and in conformity with information relating
to any Underwriter furnished to the Company in writing by such Underwriter
through the Representatives expressly for use therein;

                  (iii) the documents incorporated by reference in the
Prospectus, when they were filed with the Commission, conformed in all


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material respects to the requirements of the Exchange Act, as applicable, and
none of such documents contained an untrue statement of a material fact or
omitted to state a material fact necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading; and any
further documents so filed and incorporated by reference in the Prospectus, when
such documents are filed with the Commission, will conform in all material
respects to the requirements of the Exchange Act, and will not contain an untrue
statement of a material fact or omit to state a material fact necessary to make
the statements therein, in light of the circumstances under which they were
made, not misleading;

                  (iv) the financial statements, and the related notes thereto,
included in the Registration Statement and the Prospectus present fairly the
financial position of the Company as of the dates indicated and the results of
its operations and changes in its cash flows for the periods specified; and said
financial statements have been prepared in conformity with generally accepted
accounting principles applied on a consistent basis, and the supporting
schedules included or incorporated by reference in the Registration Statement
present fairly the information required to be stated therein;

                  (v) each of the Company and its subsidiary has been duly
incorporated and is validly existing as a corporation in good standing under the
laws of the jurisdiction of its incorporation, has full corporate power and
authority to own or lease its properties and conduct its business as described
in the Registration Statement and the Prospectus and as being conducted as of
the date hereof, and is duly qualified as a foreign corporation and in good
standing in all jurisdictions in which the character of the property owned or
leased or the nature of the business transacted by it makes qualification
necessary (except where the failure to be so qualified would not have a material
adverse effect on the business, properties, financial condition or results of
operations of the Company and its subsidiary, taken as a whole ("MATERIAL
ADVERSE EFFECT"));

                  (vi) since the respective dates as of which information is
given in the Registration Statement and the Prospectus, there has not been any
material adverse change in the capital stock or long term debt of the Company or
in the business, properties, financial condition or results of operations of the
Company and its subsidiary, taken as a whole ("MATERIAL ADVERSE CHANGE"),
whether or not arising from transactions in the ordinary course of business,
other than as set forth in the Registration Statement and the Prospectus, and
since such dates, except in the ordinary


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course of business, neither the Company nor its subsidiary has entered into any
material transaction not referred to in the Registration Statement and the
Prospectus;

                  (vii) this Agreement has been duly authorized, executed and
delivered by the Company;

                  (viii) the Company has an authorized capitalization as set
forth in the Prospectus (except for subsequent issuances, if any, pursuant to
the stock plans referred to in the Prospectus) and such authorized capital stock
conforms as to legal matters to the description thereof set forth in the
Prospectus, and all of the outstanding shares of capital stock of the Company
have been duly authorized and validly issued, are fully-paid and non-assessable;
and, except as described in or expressly contemplated by the Prospectus, there
are no outstanding rights (including, without limitation, pre-emptive rights),
warrants or options to acquire, or instruments convertible into or exchangeable
for, any shares of capital stock or other equity interest in the Company, or any
contract, commitment, agreement, understanding or arrangement of any kind
relating to the issuance of any capital stock of the Company, any such
convertible or exchangeable securities or any such rights, warrants or options;

                  (ix) the Shares to be sold by the Company have been duly
authorized, and, when issued and sold to the Underwriters as provided herein,
will be duly and validly issued, fully paid and non-assessable and are not
subject to any pre-emptive or similar rights; the Shares conform to the
description thereof in the Prospectus; and no further approval or authority of
the shareholders or the board of directors of the Company will be required for
the issuance and sale of the Shares by the Company as contemplated herein;

                  (x) neither the Company nor its subsidiary is, or with the
giving of notice or lapse of time or both would be, in violation of or in
default under, its Certificate of Incorporation or By-Laws or any indenture,
mortgage, deed of trust, loan agreement or other agreement or instrument to
which it is a party or by which it or any of its properties is bound, except for
violations and defaults which individually and in the aggregate are not material
to the Company and its subsidiary taken as a whole; the issue and sale of the
Shares to be sold by the Company hereunder and the performance by the Company of
its obligations under this Agreement and the consummation of the transactions
contemplated herein will not conflict with or result in a breach of any of the
terms or provisions of, or constitute a default under, any indenture, mortgage,
deed of trust, loan agreement or


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other agreement or instrument to which the Company or its subsidiary is a party
or by which the Company or its subsidiary is bound or to which any of the
property or assets of the Company or its subsidiary is subject, nor will any
such action result in any violation of the provisions of the Certificate of
Incorporation or the By-Laws of the Company or its subsidiary or any applicable
law or statute or any order, rule or regulation of any court or governmental
agency or body having jurisdiction over the Company or its subsidiary or any of
their respective properties, except where such conflict, breach, default or
violation would not have a Material Adverse Effect; and no consent, approval,
authorization, order, license, registration or qualification of or with any such
court or governmental agency or body is required for the issue and sale of the
Shares to be sold by the Company hereunder or the consummation by the Company of
the transactions contemplated by this Agreement, except such consents,
approvals, authorizations, orders, licenses, registrations or qualifications as
have been obtained and as may be required under state securities or blue sky
laws in connection with the purchase and distribution of the Shares by the
Underwriters;

                  (xi) other than as set forth or contemplated in the
Prospectus, there are no legal or governmental investigations, actions, suits or
proceedings pending or, to the knowledge of the Company, threatened against or
affecting the Company or its subsidiary or any of their respective properties,
or to which the Company or its subsidiary is or may be a party or to which any
property of the Company or its subsidiary is or may be subject which, if
determined adversely to the Company or its subsidiary, could individually or in
the aggregate have, or reasonably be expected to have, a Material Adverse
Effect, and, to the best of the Company's knowledge, no such proceedings are
threatened or contemplated by governmental authorities or threatened by others;
and there are no statutes, regulations, contracts or other documents that are
required to be described in the Registration Statement or Prospectus or to be
filed as exhibits to the Registration Statement that are not described or filed
as required;

                  (xii) neither the Company nor its subsidiary owns any real
property; each of the Company and its subsidiary has good and marketable title
to all other properties and assets owned by it and reflected in the financial
statements, in each case, free and clear of all mortgages, pledges, liens,
security interests, claims, restrictions or encumbrances of any kind except such
as (a) are described in the Prospectus, (b) are reflected in the financial
statements included in the Prospectus or (c) do not, singly or in the aggregate,
materially and adversely affect the value of such property


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and do not interfere with the use made and proposed to be made of such property
by the Company or such subsidiary; and all of the leases and subleases material
to the business of the Company and its subsidiary, and under which the Company
or its subsidiary hold properties described in the Prospectus, are in full force
and effect, and neither the Company nor its subsidiary has any notice of any
material claim of any sort that has been asserted by anyone adverse to the
rights of the Company or its subsidiary under any of the leases or subleases
mentioned above, or affecting or questioning the rights of the Company or its
subsidiary to the continued possession of the leased or subleased premises under
any such lease or sublease;

                  (xiii) no relationship, direct or indirect, exists between or
among the Company on the one hand, and the directors, officers, stockholders,
customers or suppliers of the Company on the other hand, which is required by
the Securities Act to be described in the Registration Statement and the
Prospectus which is not so described;

                  (xiv) except as described in the Prospectus, no person has the
right to require the Company to register any securities for offering and sale
under the Securities Act by reason of the filing of the Registration Statement
with the Commission or the issue and sale of the Shares to be sold by the
Company hereunder;

                  (xv) the Company is not and, after giving effect to the
offering and sale of the Shares and the application of the proceeds thereof as
described in the Prospectus, will not be required to register as an "investment
company", as such term is defined in the Investment Company Act of 1940, as
amended (the "INVESTMENT COMPANY ACT");

                  (xvi) Deloitte & Touche LLP and Arthur Anderson LLP, who have
certified certain financial statements of the Company, are, to the Company's
knowledge, independent public accountants as required by the Securities Act;

                  (xvii) the Company and its subsidiary have filed all federal,
state, local and foreign tax returns which have been required to be filed and
have paid all taxes shown thereon and all assessments received by them or any of
them to the extent that such taxes have become due and are not being contested
in good faith; and, except as disclosed in the Registration Statement and the
Prospectus, there is no tax deficiency which has been or, to the Company's
knowledge, might be asserted or threatened against the Company or its
subsidiary;

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                  (xviii) the Company has not taken nor will it take, directly
or indirectly, any action designed to, or that might be reasonably expected to,
cause or result in stabilization or manipulation of the price of the Common
Stock;

                  (xix) the Company and its subsidiary own, possess or have
obtained all licenses, permits, certificates, consents, orders, approvals and
other authorizations from, and have made all declarations and filings with, all
federal, state, local and other governmental authorities (including foreign
regulatory agencies), all self-regulatory organizations and all courts and other
tribunals, domestic or foreign, necessary to own or lease, as the case may be,
and to operate their respective properties and to carry on their respective
businesses as conducted as of the date hereof, and neither the Company nor its
subsidiary has received any actual notice of any proceeding relating to
revocation or modification of any such license, permit, certificate, consent,
order, approval or other authorization, except as described in the Registration
Statement and the Prospectus; and the Company and its subsidiary are in
compliance with all laws and regulations relating to the conduct of their
respective businesses as conducted as of the date hereof, except to the extent
that any failure to so comply would not have a Material Adverse Effect;

                  (xx) there are no existing or, to the best knowledge of the
Company, threatened labor disputes with the employees of the Company or its
subsidiary which are likely to have a Material Adverse Effect;

                  (xxi) the Company has not offered or sold any securities prior
to the filing of the Registration Statement that would be integrated with the
offer or sale of the Shares;

                  (xxii) the Company and its subsidiary own or possess all
material patents, patent rights, licenses, inventions, copyrights, know-how
(including trade secrets and other unpatented and/or unpatentable proprietary or
confidential information, systems or procedures), trademarks, service marks and
trade names ("INTELLECTUAL PROPERTY") necessary to conduct their respective
businesses in the manner described in the Prospectus, and neither the Company
nor its subsidiary has received any notice of infringement of or conflict with
asserted rights of others with respect to any Intellectual Property that, singly
or in the aggregate, if the subject of an unfavorable decision, ruling or
finding, would have a Material Adverse Effect;



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                  (xxiii) each employee benefit plan, within the meaning of
Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), that is maintained, administered or contributed to by the Company for
employees or former employees of the Company and its subsidiary has been
maintained in compliance with its terms and the requirements of any applicable
statutes, orders, rules and regulations, including but not limited to ERISA and
the Internal Revenue Code of 1986, as amended, ("CODE"); no prohibited
transaction, within the meaning of Section 406 of ERISA or Section 4975 of the
Code has occurred with respect to any such plan excluding transactions effected
pursuant to a statutory or administrative exemption; and for each such plan
which is subject to the funding rules of Section 412 of the Code or Section 302
of ERISA no "accumulated funding deficiency" as defined in Section 412 of the
Code has been incurred, whether or not waived, and the fair market value of the
assets of each such plan (excluding for these purposes accrued but unpaid
contributions) exceeded the present value of all benefits accrued under such
plan determined using reasonable actuarial assumptions;

                  (xxiv) prior to the Closing Date the Shares to be issued and
sold by the Company will be authorized for listing on the Nasdaq National
Market;

                  (xxv) NYFIX Millennium, L.L.C. ("NYFIX MILLENNIUM") has been
duly organized and is validly existing as a limited liability company, in good
standing under the laws of the jurisdiction in which it is organized, has full
power and authority to own or lease its properties and conduct its business as
described in the Registration Statement and the Prospectus and as being
conducted, and is in good standing in all jurisdictions in which the character
of the property owned or leased or the nature of the business transacted by it
makes qualification necessary (except where the failure to be so qualified would
not result in a Material Adverse Effect); and

                  (xxvi) NYFIX Millennium is registered as a broker-dealer with
the Commission under the Exchange Act and with state securities authorities in
each state where it is required to be so registered.

         3.       REPRESENTATIONS AND WARRANTIES OF THE SELLING SHAREHOLDERS.
Each of the Selling Shareholders represents and warrants to and agrees with each
of the Underwriters that:

                  (a) this Agreement has been duly authorized, executed and
         delivered by or on behalf of such Selling Shareholder;




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                  (b) such Selling Shareholder is an individual, and the
         execution and delivery by such Selling Shareholder of, and the
         performance by such Selling Shareholder of its obligations under, this
         Agreement will not contravene or constitute a default under any
         provision of applicable law or any indenture, mortgage, deed of trust,
         loan agreement or other agreement, or any agreement or other instrument
         binding upon such Selling Shareholder or to which any of the property
         or assets of such Selling Shareholder is subject or any judgment, order
         or decree of any governmental body, agency or court having jurisdiction
         over such Selling Shareholder or the property of such Selling
         Shareholder, and no consent, approval, authorization or order of, or
         qualification with, any governmental body or agency is required for the
         performance by such Selling Shareholder of its obligations under this
         Agreement, except such as have been obtained and as may be required by
         the state securities or blue sky laws in connection with the purchase
         and distribution of the Shares by the Underwriters;

                  (c) such Selling Shareholder has, and on the Option Closing
         Date will have, valid title to the Shares to be sold by such Selling
         Shareholder and the legal right and power, and all authorization and
         approval required by law, to enter into this Agreement and to sell,
         transfer and deliver the Shares to be sold by such Selling Shareholder;

                  (d) delivery of the Shares to be sold by such Selling
         Shareholder pursuant to this Agreement will pass title to such Shares
         free and clear of any security interests, claims, liens, equities and
         other encumbrances; and

                  (e) all information furnished by or on behalf of such Selling
         Stockholder for use in the Registration Statement and the Prospectus
         is, and on the Closing Date or the Option Closing Date, as the case may
         be, will be, true, correct and complete, and does not, and on the
         Closing Date or the Option Closing Date, as the case may be, will not,
         contain any 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 circumstance under which they were
         made, not misleading.





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         4.       PURCHASE OF THE SHARES BY THE UNDERWRITERS.

                  (a) On the basis of the representations and warranties and
subject to the terms and conditions herein set forth, the Company hereby agrees
to issue and sell the Underwritten Shares to the several Underwriters and each
of the Underwriters agrees to purchase from the Company the respective aggregate
number of Underwritten Shares set forth opposite its name in Schedule I. The
price at which such Underwritten Shares shall be sold by the Company and
purchased by the several Underwriters shall be $___ per share, the "PURCHASE
PRICE". In making this Agreement, each Underwriter is contracting severally and
not jointly; except as provided in Sections 4(b) and 4(c), the agreement of each
Underwriter is to purchase only the respective number of shares of the
Underwritten Shares specified in Schedule I.

                  (b) If for any reason one or more of the Underwriters shall
fail or refuse (otherwise than for a reason sufficient to justify the
termination of this Agreement under the provisions of Section 10 or 11 hereof)
to purchase and pay for the number of Shares agreed to be purchased by such
Underwriter or Underwriters, the non-defaulting Underwriters shall have the
right within 24 hours after such default to purchase, or procure one or more
other Underwriters to purchase, in such proportions as may be agreed upon
between you and such purchasing Underwriter or Underwriters and upon the terms
herein set forth, all or any part of the Shares which such defaulting
Underwriter or Underwriters agreed to purchase. If the non-defaulting
Underwriters fail to make such arrangements with respect to all such shares and
portion, the number of the Shares which each non-defaulting Underwriter is
otherwise obligated to purchase under this Agreement shall be automatically
increased on a pro rata basis to absorb the remaining shares and portion which
the defaulting Underwriter or Underwriters agreed to purchase; provided,
however, that the non-defaulting Underwriters shall not be obligated to purchase
the shares and portion which the defaulting Underwriter or Underwriters agreed
to purchase if the aggregate number of such Shares exceeds 10% of the total
number of Shares which all Underwriters agreed to purchase hereunder. If the
total number of Shares which the defaulting Underwriter or Underwriters agreed
to purchase shall not be purchased or absorbed in accordance with the two
preceding sentences, the Company shall have the right, within 24 hours next
succeeding the 24-hour period above referred to, to make arrangements with other
underwriters or purchasers satisfactory to you for purchase of such shares and
portion on the terms herein set forth. In any such case, either you or the
Company shall have the right to postpone the Closing Date determined as provided
in Section 6 hereof for not more than seven business days after the date
originally fixed as the Closing Date pursuant to said Section 6 in order that
any necessary changes in the Registration Statement, the Prospectus or any other
documents or arrangements may be made. If neither the non-defaulting





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Underwriters nor the Company shall make arrangements within the 24-hour periods
stated above for the purchase of all the Shares which the defaulting Underwriter
or Underwriters agreed to purchase hereunder, this Agreement shall be terminated
without further act or deed and without any liability on the part of the Company
to any non-defaulting Underwriter and without any liability on the part of any
non-defaulting Underwriter to the Company. Nothing in this paragraph (b), and no
action taken hereunder, shall relieve any defaulting Underwriter from liability
in respect of any default of such Underwriter under this Agreement.

                  (c) On the basis of the representations, warranties and
covenants herein contained, and subject to the terms and conditions herein set
forth, the Selling Shareholders grant an option to the several Underwriters to
purchase, severally and not jointly, up to 450,000 Option Shares at the same
price per share as the Underwriters shall pay for the Underwritten Shares. Said
option may be exercised only to cover over-allotments in the sale of the
Underwritten Shares by the Underwriters and may be exercised in whole or in part
at any time (but not more than once) on or before the thirtieth day after the
date of this Agreement upon written notice by you to the Company and the Selling
Shareholders setting forth the aggregate number of Option Shares as to which the
several Underwriters are exercising the option, the date and time when the
Option is being exercised, and the date and time when the Option Shares are to
be delivered and paid for, which date shall not be earlier than the Closing Date
nor later than the tenth full Business Day after the date of such notice.
Delivery of certificates for Option Shares, and payment therefor, shall be made
as provided in Section 6 hereof. The number of Option Shares to be purchased by
each Underwriter shall be the same percentage of the total number of Option
Shares to be purchased by the several Underwriters as such Underwriter is
purchasing of the Underwritten Shares, as adjusted by you in such manner as you
deem advisable to avoid fractional shares.

         5.       OFFERING BY UNDERWRITERS.

         The terms of the public offering by the Underwriters of the Shares to
be purchased by them shall be as set forth in the Prospectus, as soon after the
Registration Statement has become effective and the parties hereto have executed
and delivered this Agreement, as in the judgment of the Representatives is
advisable. The Underwriters may from time to time change the public offering
price after the closing of the public offering and increase or decrease the
concessions and discounts to dealers as they may determine.


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         6.       DELIVERY OF AND PAYMENT FOR THE SHARES.

                  (a) Delivery of certificates for the Underwritten Shares and
the Option Shares (if the option granted by Section 4(c) hereof shall have been
exercised not later than 10:00 a.m., New York City time, on the date two
business days preceding the Closing Date), and payment therefor, shall be made
at the office of Davis Polk & Wardwell at 10:00 a.m., New York City time, on the
fourth business day after the date of this Agreement, or at such time on such
other day, not later than seven full business days after such fourth business
day, as shall be agreed upon in writing by the Company and you. The date and
hour of such delivery and payment (which may be postponed as provided in Section
4(b) hereof) are herein called the "CLOSING DATE."

                  (b) If the option granted by Section 4(c) hereof is exercised
after 10:00 a.m. New York City time, on the date two business days preceding the
Closing Date, delivery of certificates for the shares of Option Shares, and
payment therefor, shall be made at the office of Davis Polk & Wardwell at 10:00
a.m. on the date specified in the notice described in Section 4(c) hereof or at
such time on the same or on such other date, as shall be designated in writing
by you. The date and hour of such delivery and payment are herein referred to as
the "OPTION CLOSING DATE."

                  (c) Payment for the Shares purchased from the Company shall be
made to the Company in Federal or other funds immediately available in New York
City and payment for any Option Shares purchased from the Selling Shareholders
shall be made to each such Selling Shareholder in Federal or other funds
immediately available in New York City. Such payment shall be made upon delivery
of certificates for the Shares to you for the respective accounts of the several
Underwriters against receipt therefor signed by you. Certificates for the Shares
to be delivered to you shall be registered in such name or names and shall be in
such denominations as you may request at least two business days before the
Closing Date, in the case of Underwritten Shares, and at least two business days
prior to the Option Closing Date, in the case of the Option Shares with any
transfer taxes payable in connection with the transfer of the Shares to the
Underwriters duly paid, against payment of the Purchase Price therefor. Such
certificates will be made available to the Underwriters for inspection, checking
and packaging on the business day prior to the Closing Date or the Option
Closing Date, as the case may be.


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         7.       FURTHER AGREEMENTS OF THE COMPANY. The Company covenants and
agrees as follows:

                  (a) The Company will (i) prepare and timely file with the
Commission under Rule 424(b) a Prospectus containing information previously
omitted at the time of effectiveness of the Registration Statement in reliance
on Rule 430A and (ii) not file any pre-effective or post-effective amendment to
the Registration Statement or supplement to the Prospectus of which you shall
not previously have been advised and furnished with a copy or to which you shall
have reasonably objected in writing or which is not in compliance with the
Securities Act or the rules and regulations of the Commission.

                  (b) The Company will advise the Representatives promptly, and
will confirm such advice in writing, (A) when any amendment to the Registration
Statement has been filed or becomes effective, (B) when any supplement to the
Prospectus or any amended Prospectus has been filed and to furnish the
Representatives with copies thereof, (C) of any request by the Commission for
any amendment to the Registration Statement or any amendment or supplement to
the Prospectus or for any additional information, (D) of the issuance by the
Commission of any stop order suspending the effectiveness of the Registration
Statement or of any order preventing or suspending the use of any preliminary
prospectus or the Prospectus or the initiation or threatening of any proceeding
for that purpose, and (E) of the receipt by the Company of any notification with
respect to any suspension of the qualification of the Shares for offer and sale
in any jurisdiction or the initiation or threatening of any proceeding for such
purpose; and to use commercially reasonable efforts to prevent the issuance of
any such stop order, or of any order preventing or suspending the use of any
preliminary prospectus or the Prospectus, or of any order suspending any such
qualification of the shares, or notification of any such order thereof and, if
issued, to obtain as soon as possible the withdrawal thereof.

                  (c) The Company will (i) on or before the Closing Date,
deliver to you five signed copies of the Registration Statement as originally
filed and of each amendment thereto filed prior to and including the time the
Registration Statement becomes effective and, promptly upon the filing thereof,
a signed copy of each post-effective amendment, if any, to the Registration
Statement (together with, in each case, all exhibits thereto unless previously
furnished to you) and will also deliver to each other Underwriter, a conformed
copy of the Registration Statement (as originally filed) and each amendment
thereto, in each case without exhibits but including the documents incorporated
by reference therein, (ii) as promptly as possible deliver to you and send to
the several Underwriters, at such office or offices as you may designate, as
many copies of the Prospectus as you may reasonably request, and (iii)
thereafter from time to time during the period in




                                       14
   15
which a prospectus is required by law to be delivered by an Underwriter or
dealer, likewise send to the Underwriters as many additional copies of the
Prospectus and as many copies of any supplement to the Prospectus and of any
amended prospectus, filed by the Company with the Commission, as you may
reasonably request for the purposes contemplated by the Securities Act.

                  (d) If, at any time during the period in which a prospectus is
required by law to be delivered by an Underwriter or dealer, any event relating
to or affecting the Company, or of which the Company shall be advised in writing
by you, shall occur as a result of which it is necessary, in the opinion of
counsel for the Company or of counsel for the Underwriters, to supplement or
amend the Prospectus in order to make the Prospectus not misleading in the light
of the circumstances existing at the time it is delivered to a purchaser of the
Shares, the Company will forthwith prepare and file with the Commission a
supplement to the Prospectus or an amended prospectus so that the Prospectus as
so supplemented or amended will not contain any untrue statement of a material
fact or omit to state any material fact necessary in order to make the
statements therein, in the light of the circumstances existing at the time such
Prospectus is delivered to such purchaser, not misleading. If, after the first
date of the public offering of the Shares by the Underwriters and during such
period, the Underwriters shall propose to vary the terms of offering thereof by
reason of changes in general market conditions or otherwise, you will advise the
Company in writing of the proposed variation and if, in the opinion either of
counsel for the Company or of counsel for the Underwriters, such proposed
variation requires that the Prospectus be supplemented or amended, the Company
will forthwith prepare and file with the Commission a supplement to the
Prospectus or an amended prospectus setting forth such variation. The Company
authorizes the Underwriters and all dealers to whom any of the Shares may be
sold by the several Underwriters to use the Prospectus, as from time to time
amended or supplemented, in connection with the sale of the Shares in accordance
with the applicable provisions of the Securities Act and the applicable rules
and regulations thereunder for such period.

                  (e) The Company will cooperate, when and as requested by you,
in the qualification of the Shares for offer and sale under the securities or
blue sky laws of such jurisdictions as you may designate and, during the period
in which a prospectus is required by law to be delivered by an Underwriter or
dealer, in keeping such qualifications in good standing under said securities or
blue sky laws; provided, however, that the Company shall not be obligated to
file any general consent to service of process or to qualify as a foreign
corporation in any jurisdiction in which it is not so qualified or where it
would be subject to taxation as a foreign corporation. The Company will, from
time to time, prepare and file such statements, reports, and other documents as
are or may be required to


                                       15
   16
continue such qualifications in effect for so long a period as you may
reasonably request for distribution of the Shares.

                  (f) The Company agrees to make generally available to its
security holders an earnings statement covering the twelve month period ending
December 31, 2002 in accordance with Section 11(a) of the Securities Act and
Rule 158 thereunder.

                  (g) The Company agrees to pay all costs and expenses incident
to the performance of its obligations under this Agreement, whether or not the
transactions contemplated in this Agreement are consummated or this Agreement is
terminated, including all costs and expenses incident to (i) the fees,
disbursements and expenses of the Company's counsel and the Company's
accountants and counsel for the Selling Shareholders in connection with the
preparation, printing and filing with the Commission and the National
Association of Securities Dealers, Inc. (the "NASD") of the Registration
Statement, any preliminary prospectus and the Prospectus, including all printing
costs associated therewith, (ii) the furnishing to the Underwriters of copies of
any preliminary prospectus and of the several documents required by Section 7(c)
to be so furnished, (iii) the printing of this Agreement and related documents
delivered to the Underwriters, (iv) the preparation, printing and filing of all
supplements and amendments to the Prospectus referred to in Section 7(d), (v)
the listing of the Shares on the Nasdaq National Market, (vi) the furnishing to
you and the Underwriters of the reports and information referred to in Section
7(f), (vii) the transfer and delivery of the Shares to the Underwriters,
including any transfer or other taxes payable thereon and the printing and
issuance of share certificates, including any fees of any transfer agent,
registrar or depositary and (viii) the investor presentations on any "road show"
undertaken in connection with the marketing of the offering of the Shares,
including without limitation, expenses associated with the production of road
show slides and graphics, fees and expenses of any consultants engaged in
connection with the road show presentations with the prior approval of the
Company, travel and lodging expenses of the representatives and officers of the
Company and any such consultants, and the cost of any aircraft chartered in
connection with the road show. Except as set forth in Sections 7(g) and 7(h),
the underwriters pay all of their own fees and expenses, including counsel fees
and disbursements (excluding those set forth in Section 7(h)).

                  (h) The Company agrees to reimburse you, for the account of
the several Underwriters, for blue sky fees and related disbursements (including
reasonable counsel fees and disbursements and cost of printing memoranda for the
Underwriters) paid by or for the account of the Underwriters or their counsel in


                                       16
   17
qualifying the Shares under state securities or blue sky laws and in the review
and qualification of the offering by the NASD.

                  (i) The Company hereby agrees that, without the prior written
consent of J.P. Morgan Securities Inc. on behalf of the Underwriters, the
Company will not, for a period of 120 days from the effective date of the
Registration Statement, directly or indirectly, sell, offer, contract to sell,
transfer the economic risk of ownership in, make any short sale, pledge or
otherwise dispose of any shares of Common Stock, options or warrants to acquire
shares of Common Stock or any securities convertible into or exchangeable for or
any rights to purchase or acquire Common Stock whether any such transaction
described above is to be settled by delivery of Common Stock or such other
securities, in cash or otherwise. The foregoing sentence shall not apply to (A)
the Shares to be sold to the Underwriters pursuant to this Agreement, (B) the
grant of options to purchase Common Stock under the Company's Stock Incentive
Plans and (C) the issuance of shares of Common Stock upon the exercise of an
option or warrant outstanding on the date hereof of which the Underwriters have
been advised in writing.

                  (j) The Company agrees to use its best efforts to cause all
directors, officers, and the holders of Common Stock listed on Schedule III
hereto to (i) agree that, without the prior written consent of J.P. Morgan
Securities Inc. on behalf of the Underwriters, such person or entity will not,
for a period of 120 days from the effective date of the Registration Statement,
directly or indirectly, sell, offer, contract to sell, transfer the economic
risk of ownership in, make any short sale, pledge or otherwise dispose of any
shares of Common Stock, options or warrants to acquire shares of Common Stock or
any securities convertible into or exchangeable for or any rights to purchase or
acquire Common Stock whether any such transaction described above is to be
settled by delivery of Common Stock or such other securities, in cash or
otherwise and (ii) agree to waive any rights held by such person or entity to
sell shares of Common Stock or any other security issued by the Company pursuant
to the Registration Statement and any rights to require the Company to register
under the Securities Act such Common Stock or other securities issued by the
Company and beneficially owned by them for a period of 120 days from the
effective date of the Registration Statement. The foregoing sentence shall not
apply to (A) the Shares to be sold to the Underwriters pursuant to this
Agreement and (B) shares of Common Stock issued by the Company upon the exercise
of an option or warrant outstanding on the date hereof of which the Underwriters
have been advised in writing.

         8.       FURTHER AGREEMENTS OF THE SELLING SHAREHOLDERS.  Each of the
Selling Shareholders covenants and agrees to deliver to the Representatives
prior to the Option Closing Date a properly completed and executed United States


                                       17
   18
Treasury Department Form W-9 (or other applicable form or statement specified by
the Treasury Department regulations in lieu thereof) in order to facilitate the
Underwriters' documentation of their compliance with the reporting and
withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982
with respect to the transactions herein contemplated.

         9.       INDEMNIFICATION AND CONTRIBUTION.

                  (a) The Company agrees to indemnify and hold harmless each
Underwriter and each person (including each partner or officer thereof) who
controls any Underwriter within the meaning of Section 15 of the Securities Act
or Section 20 of the Exchange Act from and against any and all losses, claims,
damages or liabilities, joint or several, to which such indemnified parties or
any of them may become subject under the Securities Act, the Exchange Act, or
the common law or otherwise, and the Company agrees to reimburse each such
Underwriter and controlling person for any legal or other expenses (including,
except as otherwise hereinafter provided, the legal fees and other expenses
incurred in connection with any suit, action or proceeding or any claim
asserted) incurred by the respective indemnified parties in connection with
defending against any such losses, claims, damages or liabilities or in
connection with any investigation or inquiry of, or other proceeding which may
be brought against, the respective indemnified parties, in each case arising out
of or based upon (i) any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement (including the Prospectus
as part thereof and any Rule 462(b) registration statement) or any
post-effective amendment thereto (including any Rule 462(b) registration
statement), or the omission or alleged omission to state therein 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, or (ii)
any untrue statement or alleged untrue statement of a material fact contained in
any preliminary prospectus or the Prospectus (as amended or as supplemented if
the Company shall have filed with the Commission any amendment thereof or
supplement thereto) or the omission or alleged omission to state therein a
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading; provided, however,
that the indemnity agreements of the Company contained in this paragraph (a)
shall not apply to any such losses, claims, damages, liabilities or expenses if
such statement or omission was made in reliance upon and in conformity with
information furnished as herein stated or otherwise furnished in writing to the
Company by or on behalf of any Underwriter expressly for use in any preliminary
prospectus or the Registration Statement or the Prospectus or any such amendment
thereof or supplement thereto. The indemnity agreements of the Company contained
in this paragraph (a) and the representations and warranties of the Company
contained in Section 2 hereof shall remain operative and in full


                                       18
   19
force and effect regardless of any investigation made by or on behalf of any
indemnified party and shall survive the delivery of and payment for the Shares.

                  (b) Each Selling Shareholder agrees, severally and not
jointly, to indemnify and hold harmless each Underwriter, and each person, if
any, who controls any Underwriter within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act, from and against any and all
losses, claims, damages or liabilities joint or several, to which such
indemnified parties or any of them may become subject under the Securities Act,
the Exchange Act, or the common law or otherwise, and to reimburse each such
Underwriter and controlling person for any legal or other expenses (including,
except as otherwise hereinafter provided, the legal or other expenses) incurred
in connection with any suit, action or proceeding or any claim asserted incurred
by the respective indemnified parties in connection with defending against any
such losses, claims, damages or liabilities or in connection with any
investigation or inquiry of, or other proceeding which may be brought against,
the respective indemnified parties, in each case arising out of or based upon
(i) any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement (including the Prospectus as part
thereof and any Rule 462(b) registration statement) or any post-effective
amendment thereto (including any Rule 462(b) registration statement), or the
omission or alleged omission to state therein 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, or (ii) any untrue
statement or alleged untrue statement of a material fact contained in any
preliminary prospectus or the Prospectus (as amended or as supplemented if the
Company shall have filed with the Commission any amendment thereof or supplement
thereto) or the omission or alleged omission to state therein a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, but only with
reference to information relating to such Selling Shareholder furnished in
writing by or on behalf of such Selling Shareholder expressly for use in the
Registration Statement, any preliminary prospectus, the Prospectus or any
amendments or supplements thereto.

                  (c) Each Underwriter agrees, severally and not jointly, to
indemnify and hold harmless the Company, the Selling Shareholders, the officers
of the Company who sign the Registration Statement, each of the directors of the
Company, and each person (including each partner or officer thereof) who
controls the Company or any Selling Shareholder within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act, from and against any
and all losses, claims, damages or liabilities, joint or several, to which such
indemnified parties or any of them may become subject under the Securities Act,
the Exchange Act, or the common law or otherwise and to reimburse each of them


                                       19
   20
for any legal or other expenses (including, except as otherwise hereinafter
provided, the legal fees and other expenses incurred in connection with any
suit, action or proceeding or any claim asserted) incurred by the respective
indemnified parties in connection with defending against any such losses,
claims, damages or liabilities or in connection with any investigation or
inquiry of, or other proceeding which may be brought against, the respective
indemnified parties, in each case arising out of or based upon (i) any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement (including the Prospectus as part thereof and any Rule
462(b) registration statement) or any post-effective amendment thereto
(including any Rule 462(b) registration statement), or the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, or (ii) any untrue
statement or alleged untrue statement of a material fact contained in any
preliminary prospectus or the Prospectus (as amended or as supplemented if the
Company shall have filed with the Commission any amendment thereof or supplement
thereto) or the omission or alleged omission to state therein a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, but only with
reference to information relating to such Underwriter furnished to the Company
in writing by such Underwriter through the Representatives expressly for use in
the Registration Statement, any preliminary prospectus, the Prospectus or any
amendments or supplements thereto.

                  (d) Each party indemnified under the provision of Sections
9(a), 9(b) and 9(c) agrees that, upon the service of a summons or other initial
legal process upon it in any action or suit instituted against it or upon its
receipt of written notification of the commencement of any investigation or
inquiry of, or proceeding against, it in respect of which indemnity may be
sought on account of any indemnity agreement contained in such paragraphs, such
person (the "INDEMNIFIED PARTY") will promptly give written notice (the
"NOTICE") of such service or notification to the party or parties from whom
indemnification may be sought hereunder (the "INDEMNIFYING PARTY"). No
indemnification provided for in such paragraphs shall be available to any party
who shall fail to so give the Notice if the party to whom such Notice was not
given was unaware of the action, suit, investigation, inquiry or proceeding to
which the Notice would have related and was prejudiced by the failure to give
the Notice, but the omission to so notify such Indemnifying Party or parties of
any such service or notification shall not relieve such Indemnifying Party or
parties from any liability which it or they may have to the Indemnified Party
for contribution or otherwise than on account of such indemnity agreement. Any
Indemnifying Party shall be entitled at its own expense to participate in the
defense of any action, suit or proceeding against, or investigation or inquiry
of, an Indemnified Party. Any Indemnifying Party shall be entitled, if it so
elects within a reasonable time after receipt of the Notice by


                                       20
   21
giving written notice (herein called the "NOTICE OF DEFENSE") to the Indemnified
Party, to assume (alone or in conjunction with any other Indemnifying Party or
parties) the entire defense of such action, suit, investigation, inquiry or
proceeding, in which event such defense shall be conducted, at the expense of
the Indemnifying Party or parties, by counsel chosen by such Indemnifying Party
or parties and reasonably satisfactory to the Indemnified Party or parties;
provided, however, that (i) if the Indemnified Party or parties reasonably
determine that there may be a conflict between the positions of the Indemnifying
Party or parties and of the Indemnified Party or parties in conducting the
defense of such action, suit, investigation, inquiry or proceeding or that there
may be legal defenses available to such Indemnified Party or parties different
from or in addition to those available to the Indemnifying Party or parties,
then counsel for the Indemnified Party or parties shall be entitled to conduct
the defense to the extent reasonably determined by such counsel to be necessary
to protect the interests of the Indemnified Party or parties and (ii) in any
event, the Indemnified Party or parties shall be entitled to have counsel chosen
by such Indemnified Party or parties participate in, but not conduct, the
defense and, provided further, that it is understood that the Indemnifying Party
shall not, in respect of the legal expenses of any Indemnified Party in
connection with any proceeding or related proceedings in the same jurisdiction,
be liable for the fees and expenses of more than one separate firm (in addition
to any local counsel). If, within a reasonable time after receipt of the Notice,
an Indemnifying Party gives a Notice of Defense and the counsel chosen by the
Indemnifying Party or parties is reasonably satisfactory to the Indemnified
Party or parties, the Indemnifying Party or parties will not be liable under
paragraphs (a) through (c) of this Section 9 for any legal or other expenses
subsequently incurred by the Indemnified Party or parties in connection with the
defense of the action, suit, investigation, inquiry or proceeding, except that
(A) the Indemnifying Party or parties shall bear the legal and other expenses
incurred in connection with the conduct of the defense as referred to in clause
(i) of the proviso to the preceding sentence and (B) the Indemnifying Party or
parties shall bear such other expenses as it or they have authorized to be
incurred by the Indemnified Party or parties. If, within a reasonable time after
receipt of the Notice, no Notice of Defense has been given, the Indemnifying
Party or parties shall be responsible for any legal or other expenses incurred
by the Indemnified Party or parties in connection with the defense of the
action, suit, investigation, inquiry or proceeding.

                  (e) If the indemnification provided for in this Section 9 is
unavailable or insufficient to hold harmless an Indemnified Party under Sections
9(a), 9(b) or 9(c), then each Indemnifying Party, in lieu of indemnifying such
Indemnified Party, shall contribute to the amount paid or payable by such
Indemnified Party as a result of the losses, claims, damages or liabilities
referred to in Sections 9(a), 9(b) or 9(c), (i) in such proportion as is
appropriate to reflect


                                       21
   22
the relative benefits received by each Indemnifying Party from the offering of
the Shares or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) above but also the relative
fault of each Indemnifying Party in connection with the statements or omissions
that resulted in such losses, claims, damages or liabilities, or actions in
respect thereof, as well as any other relevant equitable considerations. The
relative benefits received by the Company, the Selling Shareholders and the
Underwriters shall be deemed to be in the same respective proportions as the
total net proceeds from the offering of the Shares received by the Company and
the Selling Shareholders and the total underwriting discount received by the
Underwriters, as set forth in the table on the cover page of the Prospectus,
bear to the aggregate public offering price of the Shares. Relative fault shall
be determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by each Indemnifying Party and
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such untrue statement or omission.

         The parties agree that it would not be just and equitable if
contributions pursuant to this Section 9(e) were to be determined by pro rata
allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take into account
the equitable considerations referred to in the first sentence of this Section
9(e). The amount paid by an Indemnified Party as a result of the losses, claims,
damages or liabilities, or actions in respect thereof, referred to in the first
sentence of this Section 9(e) shall be deemed to include any legal or other
expenses reasonably incurred by such Indemnified Party in connection with
investigation, preparing to defend or defending against any action or claim
which is the subject of this Section 9(e). Notwithstanding the provisions of
this Section 9(e), no Underwriter shall be required to contribute any amount in
excess of the underwriting discount applicable to the Shares purchased by such
Underwriter. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The Underwriters' obligations in this Section 9(e) to
contribute are several in proportion to their respective underwriting
obligations and not joint.

         Each party entitled to contribution agrees that upon the service of a
summons or other initial legal process upon it in any action instituted against
it in respect of which contribution may be sought, it will promptly give written
notice of such service to the party or parties from whom contribution may be
sought, but the omission so to notify such party or parties of any such service
shall not relieve


                                       22
   23
the party from whom contribution may be sought from any obligation it may have
hereunder or otherwise (except as specifically provided in Section 9(d) of this
Section 9).

                  (f) Neither the Company nor any Selling Shareholder will,
without the prior written consent of each Underwriter, settle or compromise or
consent to the entry of any judgment in any pending or threatened claim, action,
suit or proceeding in respect of which indemnification may be sought hereunder
(whether or not such Underwriter or any person who controls such Underwriter
within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act is a party to such claim, action, suit or proceeding) unless such
settlement, compromise or consent includes an unconditional release of such
Underwriter and each such controlling person from all liability arising out of
such claim, action, suit or proceeding.

         10.      TERMINATION. This Agreement may be terminated by you at any
time prior to the Closing Date by giving written notice to the Company if after
the date of this Agreement trading in the Common Stock shall have been
suspended, or if there shall have occurred (i) the engagement in hostilities or
an escalation of major hostilities by the United States or the declaration of
war or a national emergency by the United States on or after the date hereof,
(ii) any outbreak of hostilities or other national or international calamity or
crisis or change in economic or political conditions if the effect of such
outbreak, calamity, crisis or change in economic or political conditions in the
financial markets of the United States would, in the Underwriters' reasonable
judgment, make the offering or delivery of the Shares impracticable, (iii)
suspension of trading in securities generally or a material adverse decline in
value of securities generally on the New York Stock Exchange, the American Stock
Exchange, The Nasdaq National Market, or limitations on prices (other than
limitations on hours or numbers of days of trading) for securities on either
such exchange or system, (iv) the enactment, publication, decree or other
promulgation of any federal or state statute, regulation, rule or order of, or
commencement of any proceeding or investigation by, any court, legislative body,
agency or other governmental authority which in the Underwriters' reasonable
opinion materially and adversely affects or will materially or adversely affect
the business or operations of the Company, (v) declaration of a banking
moratorium by either federal or New York State authorities or (vi) the taking of
any action by any federal, state or local government or agency in respect of its
monetary or fiscal affairs which in the Underwriters' reasonable opinion has a
material adverse effect on the securities markets in the United States. If this
Agreement shall be terminated pursuant to this Section 10, there shall be no
liability of the Company or any Selling Shareholder to the Underwriters and no
liability of the Underwriters to the Company or any Selling Shareholder;
provided, however, that in the event of any


                                       23
   24
such termination the Company agrees to indemnify and hold harmless the
Underwriters from all costs or expenses incident to the performance of the
obligations of the Company under this Agreement, including all costs and
expenses referred to in Section 7(g) and 7(h) hereof.

         11. CONDITIONS OF UNDERWRITERS' OBLIGATIONS. The obligations of the
several Underwriters to purchase and pay for the Shares shall be subject to the
performance by the Company and the Selling Shareholders of all of their
respective obligations to be performed hereunder at or prior to the Closing Date
or to the Option Closing Date, as the case may be, and to the following further
conditions:

                  (a) The Registration Statement shall have become effective no
later than 4:00 p.m., New York City time, on the date hereof; no stop order
suspending the effectiveness thereof shall have been issued and no proceedings
therefor shall be pending or threatened by the Commission; the Prospectus shall
have been filed with the Commission pursuant to Rule 424(b) within the
applicable time period prescribed for such filing by the rules and regulations
under the Securities Act and in accordance with Section 7(a)(i) hereof; and all
requests of the Commission for inclusion of additional information in the
Registration Statement shall have been complied with to the satisfaction of the
Representatives.

                  (b) The legality and sufficiency of the sale of the Shares
hereunder and the validity and form of the certificates representing the Shares,
all corporate proceedings and other legal matters incident to the foregoing, and
the form of the Registration Statement and of the Prospectus (except as to the
financial statements contained therein), shall have been approved at or prior to
the Closing Date by Davis Polk & Wardwell, counsel for the Underwriters.

                  (c) (i) You shall have received from Olshan Grundman Frome
Rosenzweig & Wolosky LLP, counsel for the Company, an opinion, addressed to the
Underwriters and dated the Closing Date, covering the matters set forth in Annex
A hereto, and if Option Shares are purchased at any date after the Closing Date,
additional opinions from such counsel, addressed to the Underwriters and dated
the Option Closing Date, confirming that the statements expressed as of the
Closing Date in such opinions remain valid as of such later date.

                           (ii) The Underwriters shall have received on the
         Option Closing Date, an opinion of Olshan Grundman Frome Rosenzweig &
         Wolosky LLP, counsel for the Selling Shareholders, dated the Option
         Closing Date concerning the matters set forth in Annex B hereto.


                                       24
   25
                  (d) You shall be satisfied that (i) as of the Effective Date,
the statements made in the Registration Statement and the Prospectus were true
and correct and neither the Registration Statement nor the Prospectus omitted to
state any material fact required to be stated therein or necessary in order to
make the statements therein, respectively, not misleading, (ii) since the
Effective Date, no event has occurred which should have been set forth in a
supplement or amendment to the Prospectus which has not been set forth in such a
supplement or amendment, (iii) since the respective dates as of which
information is given in the Registration Statement in the form in which it
originally became effective and the Prospectus contained therein, there has not
been any Material Adverse Change or any development involving a prospective
Material Adverse Change and, since such dates, except in the ordinary course of
business, neither the Company nor its subsidiary has entered into any material
transaction not referred to in the Registration Statement in the form in which
it originally became effective and the Prospectus contained therein, (iv)
neither the Company nor its subsidiary has any material contingent obligations
which are not disclosed in the Registration Statement and the Prospectus, (v)
the representations and warranties of the Company herein are true and correct as
of the Closing Date or any later date on which Option Shares are to be
purchased, as the case may be, and (vi) there has not been any material change
in the market for securities in general or in political, financial or economic
conditions from those reasonably foreseeable as to render it impracticable in
your reasonable judgment to make a public offering of the Shares, or a material
adverse change in market levels for securities in general (or those of companies
in particular) or financial or economic conditions which render it inadvisable
to proceed.

                  (e) You shall have received on the Closing Date and on any
later date on which Option Shares are purchased a certificate, dated the Closing
Date or such later date, as the case may be, and signed by the President and the
Chief Financial Officer of the Company, stating that the respective signers of
said certificate have carefully examined the Registration Statement in the form
in which it originally became effective and the Prospectus contained therein and
any supplements or amendments thereto, and that the statements included in
clauses (i) through (v) of paragraph (d) of this Section 11 are true and
correct; provided that each officer signing said certificate may rely upon the
best of his knowledge as to proceedings threatened.

                  (f) (i) The Underwriters shall have received, on each of the
date hereof, the Closing Date and the Option Closing Date, a letter dated the
date hereof, or the Closing Date or the Option Closing Date, as the case may be,
in form and substance satisfactory to the Underwriters, from Deloitte & Touche
LLP confirming that they are independent public accountants with respect to the
Company within the meaning of the Securities Act and the applicable published


                                       25
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rules and regulations thereunder and containing statements and information of
the type ordinarily included in accountants' "comfort letters" to underwriters
with respect to the financial statements and certain financial information
contained or incorporated by reference in the Registration Statement and the
Prospectus; provided that the letter delivered on the Closing Date or the Option
Closing Date, as the case may be, shall use a "cut-off date" not earlier than
three business days prior to the Closing Date or the Option Closing Date, as the
case may be.

                           (ii) The Underwriters shall have received, on the
         date hereof a letter dated the date hereof, in form and substance
         satisfactory to the Underwriters, from Arthur Anderson LLP, prior
         independent auditors to the Company, confirming that they are
         independent public accountants with respect to the Company within the
         meaning of the Securities Act and the applicable published rules and
         regulations thereunder and containing statements and information of the
         type ordinarily included in accountants' "comfort letters" to
         underwriters with respect to the financial statements and certain
         financial information contained or incorporated by reference in the
         Registration Statement and the Prospectus.

                  (g) You shall have been furnished evidence in usual written or
telegraphic form from the appropriate authorities of the several jurisdictions,
or other evidence satisfactory to you, of the qualification referred to in
Section 7(e) hereof.

                  (h) Prior to the Closing Date, the Shares to be issued and
sold by the Company shall have been duly authorized for listing by the Nasdaq
National Market.

                  (i) On or prior to the Closing Date, you shall have received
from all directors, officers, and holders of Common Stock listed on Schedule III
hereto, the lock-up agreements referred to in Section 7(j) hereof.

                  (j) On or prior to the Closing Date or Option Closing Date, as
the case may be, the Company shall have furnished to the Representatives such
further certificates and documents as the Representatives shall reasonably
request.

                  (k) The Underwriters shall have received on the Closing Date
an opinion of Davis Polk & Wardwell, counsel for the Underwriters, dated the
Closing Date, covering those matters reasonably requested by the
Representatives, and such counsel shall have received such papers and
information as they may reasonably request to enable them to pass upon such
matters.

                                       26
   27
         All the agreements, opinions, certificates and letters mentioned above
or elsewhere in this Agreement shall be deemed to be in compliance with the
provisions hereof only if Davis Polk & Wardwell, counsel for the Underwriters,
shall be satisfied that they comply in form and scope.

         The opinions of Olshan Grundman Frome Rosenzweig & Wolosky LLP referred
to in Sections 11(c)(i) and 11(c)(ii) shall be rendered to the Underwriters at
the request of the Company or the Selling Shareholders, as the case may be, and
shall so state therein.

         In case any of the conditions specified in this Section 11 shall not be
fulfilled, this Agreement may be terminated by you by giving notice to the
Company and the Selling Shareholders. Any such termination shall be without
liability of the Company or the Selling Shareholders to the Underwriters and
without liability of the Underwriters to the Company or the Selling
Shareholders; provided, however, that (i) in the event of such termination, the
Company agrees to indemnify and hold harmless the Underwriters from all costs or
expenses incident to the performance of the obligations of the Company under
this Agreement, including all costs and expenses referred to in Sections 7(g)
and 7(h) hereof, and (ii) if this Agreement is terminated by you because of any
refusal, inability or failure on the part of the Company or any Selling
Shareholder to perform any agreement herein, to fulfill any of the conditions
herein, or to comply with any provision hereof other than by reason of a default
by any of the Underwriters, the Company will reimburse the Underwriters
severally upon demand for all out-of-pocket expenses (including reasonable fees
and disbursements of counsel) that shall have been incurred by them in
connection with the transactions contemplated hereby.

         12. REIMBURSEMENT OF CERTAIN EXPENSES. In addition to its other
obligations under Section 9 of this Agreement, the Company hereby agrees to
reimburse on a quarterly basis the Underwriters for all reasonable legal and
other expenses incurred in connection with investigating or defending any claim,
action, investigation, inquiry or other proceeding arising out of or based upon
any statement or omission, or any alleged statement or omission, described in
paragraph (a) of Section 9 of this Agreement, notwithstanding the absence of a
judicial determination as to the propriety and enforceability of the obligations
under this Section 12 and the possibility that such payments might later be held
to be improper; provided, however, that (i) to the extent any such payment is
ultimately held to be improper, the persons receiving such payments shall
promptly refund them (together with interest at the prime rate) and (ii) such
persons shall provide to the Company, upon request, reasonable assurances of
their ability to effect any refund, when and if due.


                                       27
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         13. PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall
inure to the benefit of the Company, the Selling Shareholders and the several
Underwriters and, with respect to the provisions of Section 9 hereof, the
several parties (in addition to the Company, the Selling Shareholders and the
several Underwriters) indemnified under the provisions of said Section 9, and
their respective personal representatives, successors and assigns. Nothing in
this Agreement is intended or shall be construed to give to any other person,
firm or corporation any legal or equitable remedy or claim under or in respect
of this Agreement or any provision herein contained. The term "successors and
assigns" as herein used shall not include any purchaser, as such purchaser, of
any of the Shares from any of the several Underwriters.

         14. NOTICES. Except as otherwise provided herein, all communications
hereunder shall be in writing or by fax and, if to the Underwriters, shall be
mailed, faxed or delivered to J.P. Morgan Securities Inc., 60 Wall Street, New
York, NY 10260; if to the Company, shall be mailed, faxed or delivered to it at
its office, Stamford Harbor Park, 333 Ludlow Street, Stamford, CT 06902,
Attention: -; and if to the Selling Shareholders, shall be mailed, faxed or
delivered to [ ] and if to the Company or the Selling Shareholders, in each case
with a copy to Olshan Grundman Frome Rosenzweig & Wolosky LLP, 505 Park Avenue,
New York, NY 10022, Attention: Robert L. Frome.

         15. MISCELLANEOUS. The reimbursement, indemnification and contribution
agreements contained in this Agreement and the representations, warranties and
covenants in this Agreement shall remain in full force and effect regardless of
(a) any termination of this Agreement, (b) any investigation made by or on
behalf of any Underwriter or controlling person thereof, by or on behalf of the
Company or its directors or officers, or by or on behalf of any Selling
Shareholder and (c) delivery and payment for the Shares under this Agreement;
provided, however, that if this Agreement is terminated prior to the Closing
Date, the provisions of Sections 7(i) and 7(j) hereof shall be of no further
force or effect.

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

         This Agreement shall be governed by, and construed in accordance with,
the laws of the State of New York without giving effect to the conflicts of laws
provisions thereof.

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         Please sign and return the enclosed duplicates of this letter,
whereupon this letter will become a binding agreement among the Company, the
Selling Shareholders and the several Underwriters in accordance with its terms.

                                                   Very truly yours,

                                                   NYFIX, Inc.

                                                   By _________________________
                                                        Name:
                                                        Title:


                                                   SELLING SHAREHOLDERS:


                                                   ____________________________
                                                   Peter K. Hansen



                                                   ____________________________
                                                   Lars Kragh


                                       29
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The foregoing Agreement is hereby confirmed
and accepted as of the date first above
written.

J.P. MORGAN SECURITIES INC.
UBS Warburg LLC
Robertson Stephens, Inc.
US Bancorp Piper Jaffray Inc.

  By J.P. Morgan Securities Inc.


By________________________
  Name:
  Title:

Acting on behalf of the several
Underwriters, including themselves, named in
Schedule I hereto.

                                       30
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                                   SCHEDULE I

                                  UNDERWRITERS



                                                                                    NUMBER OF
                                                                                  UNDERWRITTEN
UNDERWRITERS                                                                      SHARES TO BE
------------                                                                      ------------
                                                                               
J.P. Morgan Securities Inc..................................................
UBS Warburg LLC.............................................................
Robertson Stephens, Inc.....................................................
US Bancorp Piper Jaffray Inc................................................        ---------
         Total..............................................................        3,000,000
                                                                                    =========



   32
                                   SCHEDULE II



SELLING SHAREHOLDER                          NUMBER OF OPTION SHARES TO BE SOLD
-------------------                          ----------------------------------
                                          
Peter K. Hansen .......................................  350,000

Lars Kragh ............................................  100,000
                                                         -------
Total .................................................  450,000
                                                         =======



   33
                                  SCHEDULE III

List of Directors, Officers and
Shareholders to sign Lock-up Agreements

Peter K. Hansen
Richard A. Castillo
Lars Kragh
George O. Deehan
William J. Lynch
Carl E. Warden
Jerome Belson

J.P. Morgan Securities Inc./Chase Securities Inc.
First Union


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