Exhibit 10.1

Confidential Materials omitted and filed separately with the

Securities and Exchange Commission. Asterisks denote omissions.

DATED April 4, 2008

(1)	THE SEVERAL PERSONS WHOSE NAMES ARE
	SET OUT IN COLUMN 1 OF SCHEDULE 1

(2)	NYFIX GLOBAL SERVICES, LIMITED

(3)	NYFIX, INC

AGREEMENT FOR THE SALE AND PURCHASE

OF THE ENTIRE ISSUED SHARE CAPITAL

OF FIX CITY LIMITED

STEPHENSON HARWOOD

One, St Paul's Churchyard

London EC4M 8SH

Tel: 020 7329 4422

Fax: 020 7329 7100

Ref: 1258/46-02758

CONTENTS

		Page

1	Definitions and Interpretation	2

2	Agreement for Sale	8

4	Seller's Intellectual Property	13

5	Warranties and Indemnity	14

6	Restrictive Covenants	16

7	FSA Application Covenant	22

8	Payments	22

9	Assignment	23

10	Announcements and Confidentiality	23

11	Costs	24

12	Notices	24

13	Exclusion of Contracts (Rights of Third Parties) Act 1999	25

14	Further Assurance	25

15	No Merger	25

16	Counterparts	26

17	Waiver	26

18	Entire Agreement	26

19	Governing Law, Jurisdiction and Service Of Proceedings	27

20	Guarantee	27

Schedule 1		29

Particulars of Sellers and apportionment of Consideration		29

Schedule 2		30

Details of the Company		30

Schedule 3		32

Warranties		32

Limitations on Sellers' Liability		50

Schedule 4		58

1	Definitions and Interpretation	58

2	Covenant	60

3	Limitations on Liability	62

4	Mitigation	65

5	Over-Provisions, Reliefs, etc	65

6	Recovery from other Persons	67

7	Conduct of Tax Affairs	68

8	Due Date of Payment	73

9	Deductions from Payments	74

10	Buyer Covenants	75

1	Returns and payment of Taxation	76

2	Taxation claims, liabilities and reliefs	77

3	Tax residence and status	78

4	Corporation Tax on chargeable gains	79

5	Shares owned by directors or employees	80

6	Value Added Tax	80

7	Stamp Duty	81

8	Tax Avoidance	82

9	Miscellaneous	82

Schedule 5		85

Intellectual Property Rights		85

Schedule 6		86

Deferred Consideration		86

Appendix 1		97

Schedule 7		98

Relevant Competitors		98

Schedule 8		99

Bank Balance Figures		99

THIS AGREEMENT is made on April 4, 2008

BETWEEN:

(1)	THE SEVERAL PERSONS whose names and addresses are set out in column 1 of Schedule 1 (together the "Sellers" and each a "Seller");

(2)	NYFIX GLOBAL SERVICES, LIMITED a company incorporated and registered in England and Wales with company number 05988275 whose registered office is at 160 Queen Victoria Street London EC4V 4BF (the "Buyer"); and

(3)	NYFIX, INC a company incorporated and registered in Delaware with offices at 100 Wall Street, New York, NY 10005 ("the Guarantor")

RECITALS:

(A)	The Company has an authorised share capital of £100,000 divided into 100,000 shares of £1 each of which 1,288 of such shares have been issued and are fully paid.

(B)	Further particulars of the Company at the date of this Agreement are set out in Schedule 2.

(C)	The Sellers are the legal and beneficial owners of the legal and beneficial title to the number of shares set out opposite their respective names in Schedule 1, comprising in aggregate the whole of the issued share capital of the Company.

(D)	The Sellers have agreed to sell and the Buyer has agreed to buy the Shares subject to the terms and conditions of this Agreement.

IT IS AGREED as follows:

1	Definitions and Interpretation

1.1	In this Agreement, the following words and expressions shall have the following meanings unless the context requires otherwise:

"Accounts"	the individual financial accounts of the Company compiled by the Company's external accountants for the two financial periods ended on the Accounts Date, together in each case with the notes, directors' and accountants' reports and all other statements incorporated in or annexed to them;

"Accounts Date"	31 December 2007;

"Act"	the Companies Act 1985 and the Companies Act 2006 to the extent that it is in force;

"this Agreement"	this agreement (and the schedules to it), as varied from time to time pursuant to its terms;

"Business Day"	a day which is not a Saturday, a Sunday or a bank or public holiday in England or New York;

"Buyer's Group"	the Buyer, its parent undertakings and its subsidiary undertakings from time to time and any subsidiary undertaking for the time being of a parent undertaking of the Buyer;

"Buyer's Solicitors"	Stephenson Harwood of One, St Paul's Churchyard, London EC4M 8SH and any successor firm;

"Company"	FIX City Limited, a company incorporated and registered in England and Wales with company number 04511314 whose registered office is at Financial House, 14 Barclay Road, Croydon, Surrey CR0 1JN, brief particulars of which are set out in Part 1 of Schedule 2;

"Completion"	completion of the sale and purchase of the Shares in accordance with this Agreement;

"Completion Date"	the date on which Completion takes place;

"Consideration"	£3,250,000 and the Deferred Consideration;

"Deferred Consideration"	the consideration, if any, to be calculated and paid in accordance with Schedule 6;

"Disclosure Letter"	the letter from the Sellers to the Buyer, dated with the date of this Agreement disclosing certain exceptions to the Warranties;

"Due Proportions"	in the case of the []%, in the case of []% and in the case of [**]%;

"Encumbrance"	a mortgage, charge, pledge, lien, option, restriction, right of first refusal, right of pre-emption, third party right or interest, a claim of any kind, other encumbrance or security interest of any kind or other type of preferential arrangement (including, without limitation, a title transfer and retention arrangement) having similar effect;

"Founders"	[**]; and “Founder” shall mean any one of them;

"FSA"	the Financial Services Authority;

"Group"	the Company and its Subsidiary Undertaking;

"Group Company"	the Company and/or the Subsidiary Undertaking as appropriate;

"Intellectual Property Rights"	patents, rights to inventions, copyright and related rights, moral rights, trade marks, and domain names, rights to goodwill or to sue for passing off or unfair competition, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

"Key Employees"	[**];

"Losses"	in relation to any matter, all liabilities, losses, claims, costs and reasonable expenses relating to that matter;

"Parties"	the parties to this Agreement; and "Party" means any one of them;

"Property"	12-16 Clerkenwell Road, London EC1M 5PQ (office numbers 107 and 108), 14 Wall Street, 20^th Floor, New York NY10005 and Norwell Executive Center, 167 Washington Street, Norwell, Massachusetts 02061 USA and includes an individual property and a part of an individual property;

"Sellers' Solicitors"	H Montlake & Co, 197 High Road, Ilford IG1 1LX and any successor firm;

"Shares"	all the issued shares in the capital of the Company;

"Subsidiary Undertaking"	the subsidiary undertaking of the Company listed in Part 2 of Schedule 2;

"Tax" or "Taxation"	any form of tax, levy, duty, charge, contribution, withholding or impost of whatever nature capable of being imposed or demanded by a Tax Authority, any liability to pay for group relief, repay an amount received in relation to group relief, contribute to the tax liabilities of another person, and any other amount representative of Tax together with all penalties, charges, and interest relating to any of them regardless of whether any such liabilities are chargeable directly or primarily against or attributable directly or primarily to a Group Company or any other person and of whether any amount in respect of them is recoverable from any other person;

"Tax Authority"	any taxing or other authority (whether within or outside the United Kingdom) competent to impose or demand any Tax;

"Tax Covenant Claim"	a claim under the covenants set out in paragraph 2 of the Tax Deed;

"Tax Deed"	the provisions of Part 1 of Schedule 4 to this Agreement;

"Tax Warranties"	the warranties set out in Part 2 of Schedule 4;

"TCGA"	the Taxation of Chargeable Gains Act 1992;

"VAT"	value added tax as provided for in VATA, and any tax imposed in substitution for it;

"VATA"	the Value Added Tax Act 1994;

"Warranties"	the warranties of the Sellers contained in Clause 5 and set out in Part 1 of Schedule 3 and the Tax Warranties;

"Warranty Claim"	a claim for any breach of any of the Warranties including the Tax Warranties; and

1.2	In this Agreement, unless the context requires otherwise:

1.2.1

any reference to the parties or a recital, Clause or Schedule is to the parties or the relevant recital, Clause or Schedule of or to this Agreement, and any reference in a Schedule to a paragraph is to a paragraph of that Schedule or, where relevant, that part of that Schedule;

1.2.2

the Clause headings are included for convenience only and shall not affect the interpretation of this Agreement;

1.2.3

use of the singular includes the plural and vice versa;

1.2.4

use of any gender includes the other genders;

1.2.5

"financial year", "parent undertaking" and "subsidiary undertaking" have the meanings given to them by sections 223 and 258 of the Companies Act 1985 respectively;

1.2.6

any reference to a statute, statutory provision or subordinate legislation ("legislation") shall be construed as referring to that legislation as amended and in force from time to time and to any legislation which re-enacts or consolidates (with or without modification) any such legislation except to the extent that any amendment, re-enactment or consolidation on or after the date of this Agreement would increase the liability of any party under this Agreement;

1.2.7

any reference to a document being "in the agreed form" means a document in a form agreed by the Parties and either entered into on the date of this Agreement by the relevant Parties or initialled by the Parties or on their behalf, in the latter case with such amendments as they may subsequently agree;

1.2.8

unless otherwise stated herein, where a statement is qualified by the expression "so far as the Sellers are aware" or "to the best of the knowledge, information and belief of the Sellers", or any similar expression, that statement shall be deemed to include an additional statement that it has been made after due and careful enquiry; and

1.2.9

references to any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, organisation, body, official or any legal concept, state of affairs or thing shall in respect of any jurisdiction other than England be deemed to include that which most nearly approximates in that jurisdiction to the English legal term.

1.3	The Schedules and recitals form part of this Agreement and shall have effect as if set out in full in the body of this Agreement, and any reference to this Agreement includes the Schedules and recitals.

2	Agreement for Sale

2.1

Subject to the terms of this Agreement, each Seller shall sell or cause to be sold and the Buyer shall buy the shares indicated in column 2 of Schedule 1 opposite that Seller's respective name free from all Encumbrances and in all other respects with full title guarantee. The Shares shall be sold with all rights attaching to them at Completion or subsequently, including the rights to receive all dividends and other distributions declared, paid or made at or after Completion.

2.2	The purchase price for the Shares shall be the Consideration and the Sellers and the Buyer agree to give effect to all the provisions of Schedule 6. Each of the Sellers shall be entitled to receive that part of the Consideration set out opposite his name in column 3 of Schedule 1.

2.3	The Buyer shall not be obliged to complete the purchase of any of the Shares unless the purchase of all of the Shares is completed simultaneously.

2.4	The Sellers waive all rights of pre-emption over any of the Shares conferred either by the articles of association of the Company or in any other way.

3	Completion

3.1	Completion shall take place at the offices of the Buyer's Solicitors immediately after the signing of this Agreement or at such other place and time as shall be mutually agreed between the Parties when the events set out in Clauses 3.2 to 3.5 (inclusive) shall take place.

3.2	At Completion, the Sellers shall deliver or make available to the Buyer:

3.2.1

transfers of the Shares duly executed by the respective registered holders in each case in favour of the Buyer (or as it may direct);

3.2.2

the share certificates representing the Shares together with any power of attorney or other authority under which such transfers have been executed and such waivers or consents as the Buyer may require to enable the Buyer (or such person as the Buyer directs) to be registered as the holder(s) of the Shares;

3.2.3

certificates for all issued shares in the capital of the Subsidiary Undertaking held by the Company;

3.2.4

entry into by the Company's Key Employees of service agreements with the Buyer and/or the Company in the agreed form;

3.2.5

a letter executed as a deed in the form required by the Buyer from each present director and secretary of the Company in each case resigning their respective office (with effect from the end of the meeting held pursuant to Clause 3.3) and acknowledging that the writer has no claim against the Company for compensation for loss of office or otherwise;

3.2.6

a letter executed as a deed in the form required by the Buyer from each present director and secretary of the Subsidiary Undertaking in each case resigning their respective office (with effect from the end of the meeting held pursuant to Clause 3.4 or, if no such meeting occurs, pursuant to Clause 3.3) and acknowledging that the writer has no claim against the Company or the Subsidiary Undertaking for compensation for loss of office or otherwise;

3.2.7

an irrevocable power of attorney (in such form as the Buyer may reasonably require) executed by each of the registered holders of the Shares in favour of the Buyer to enable the Buyer (pending registration of the transfers referred to in Clause 3.2.1) to exercise all voting and other rights attaching to the Shares and to appoint proxies for this purpose;

3.2.8

statements for each bank account of the Company at the close of business on the last Business Day preceding Completion which will show cash in the accounts totalling no less than £[**] (based on the figures for creditors paid and payments received being those set out in Schedule 8); and

3.2.9

the seal (if any), statutory registers, certificate of incorporation (and any certificate of incorporation on change of name), minute books and share certificate books of each of the Company and the Subsidiary Undertaking complete and up-to-date in all material respects up to but not including Completion.

3.3	The Sellers shall ensure that a board meeting of the Company is held at Completion at which:

3.3.1

the people nominated by the Buyer are appointed as the directors and secretary (as the case may be) of the Company with immediate effect;

3.3.2

the resignations referred to in Clauses 3.2.5 and 3.2.6 are accepted with effect from the close of the meeting;

3.3.3

the registered office of the Company is changed to 160 Queen Victoria Street, London EC4V 4BF.

3.3.4

the transfers referred to in Clause 3.2.1 are approved for registration; and

3.3.5

each existing bank mandate of the Company is cancelled and a new bank mandate appointing the Buyer's chosen signatories submitted to the relevant bank;

and shall cause the original minutes of such resolutions signed by the chairman to be delivered to the Buyer.

3.4	The Sellers shall ensure that, immediately after the board meeting referred to in Clause 3.3:

3.4.1

any meeting of the board of directors of the Subsidiary Undertaking that the Buyer may require is held; and

3.4.2

any meeting held pursuant to Clause 3.4.1 deals with any matter referred to in Clause 3.3 that the Buyer may require.

3.5	At Completion, the Buyer shall:

3.5.1

deliver to the Sellers a certified copy of the minutes of a meeting of the directors of the Buyer approving the purchase of Shares together with any related matters in the agreed form; and

3.5.2

pay the sum of £3,250,000 (three million two hundred and fifty thousand pounds sterling) in accordance with Clause 8.

3.6

If either the Sellers or the Buyer (referred to in this Clause 3 as the "defaulting party") does not or is unable to fulfil any material obligations under Clauses 3.2 to 3.5 as the case may be, at the time when Completion is due to take place under Clause 3.1, the other party (referred to in this Clause 3 as the "non-defaulting party") may in addition to any other right or remedy it may have, by notice to the defaulting party:

3.6.1

postpone Completion by up to 10 Business Days; or

3.6.2

elect to proceed to Completion, in which case the defaulting party shall be obliged to fulfil those obligations under Clauses 3.2 to 3.5, as the case may be, which it is then able to fulfil and to fulfil the remaining obligations on or before any later date specified for the purpose in the notice; or

3.6.3

if having already given notice under Clause 3.6.1 and a period of not less than 10 Business Days having elapsed without each unfulfilled obligation in question having been fulfilled in all material respects, elect not to complete the sale and purchase of the Shares.

3.7	If Completion is postponed on any occasion under Clause 3.6.1, Clause 3.6 shall apply with respect to each occasion to which it is so postponed.

3.8

If the non-defaulting party elects not to complete the sale and purchase of the Shares in accordance with Clause 3.6.3, the Parties shall have no further rights or obligations under this Agreement, other than accrued rights and obligations at the time of that election in respect of prior breaches, save that Clauses 10-13 and 16-19 shall remain binding on the Parties in accordance with their terms.

4	Seller's Intellectual Property

4.1

Each Seller hereby assigns to the Buyer with full title guarantee all Intellectual Property Rights vested in them (the "Sellers' Intellectual Property") that has been used by the Company in its business or is utilizable by the Company (or the Buyer following Completion) (which includes but is not limited to the Intellectual Property Rights listed in Schedule 5) together with all goodwill attaching to such Intellectual Property Rights the right to sue for damages and other remedies for any infringement of such Intellectual Property Rights that occurred before the Completion Date.

4.2	The Sellers each agree and undertake to provide to the Buyer (at its request and expense) all reasonable assistance with any proceedings which may be brought by or against the Buyer against or by any third party relating to the rights assigned by this Agreement.

4.3

The Sellers shall at the cost and expense of the Buyer do or procure to be done all such further acts and things, and execute or procure the execution of all such other documents, as the Buyer may from time to time reasonably require (without the imposition of any liability on the Sellers in addition to that which they would have under this Agreement) in order to give the Buyer the full benefit of this agreement, whether in connection with any registration of title or other similar right or otherwise.

4.4	The [] used by the [] the Company and the Buyer will [**].

5	Warranties and Indemnity

5.1	Subject to Clause 5.10, [**] warrant to the Buyer in the terms set out in Part 1 of Schedule 3 and Part 2 of Schedule 4 and not withstanding any other provision of this Agreement, any reference in any Warranty to a Seller shall be to the Sellers.

5.2	The Sellers are aware and acknowledge that the Buyer has entered into this Agreement in reliance on the Warranties which have induced it to enter into this Agreement.

5.3	The Warranties are given subject only to the matters fairly disclosed in the Disclosure Letter. The rights and remedies of the Buyer in respect of any breach of the Warranties shall not be affected by Completion.

5.4	Each of the Warranties set out in each paragraph of Part 1 of Schedule 3 are separate and independent and unless otherwise expressly provided shall not be limited by reference to any other Warranty or anything in this Agreement.

5.5	If there is a breach of a Warranty and:

5.5.1

the value of an asset of the Company or the Subsidiary Undertaking is or becomes less than the value would have been had the breach not occurred; or

5.5.2

the Company and/or the Subsidiary Undertaking is/are subject to or incur(s) a liability or an increase in a liability which it would not have been subject to or would not have incurred had the breach not occurred,

[**] pay the Buyer on demand (at the Buyer’s option) an amount equal to the relevant Due Proportion of the reduction caused in the value of the Shares.

5.6	[**] indemnify the Buyer against the relevant Due Proportion of all reasonable and proper costs which the Buyer may incur whether before or after the start of an action in connection with:

5.6.1

the settlement of a claim against the Sellers in respect of a breach or an alleged breach of a Warranty or the enforcement of a settlement; and

5.6.2

legal proceedings against the Sellers in respect of a breach or an alleged breach of a Warranty in which judgment is given for the Buyer or the enforcement of the judgment.

5.7	[**] the Buyer against the relevant Due Proportion of all reasonable and proper costs which the Buyer may incur in relation to any and all losses suffered by the Company following Completion as a result of any variation or error in the figures set out in Schedule 8.

5.8

If in respect of or in connection with any breach of any of the Warranties or any indemnity claim under this Clause 5 any sum payable to the Buyer by the Sellers by way of compensation is subject to Taxation, then such further amount shall be paid to the Buyer by the Sellers so as to secure that the net amount received by the Buyer is the same as it would have been were the payment not subject to Taxation.

5.9

Each of the Sellers waives and may not enforce any rights which he/she may have in respect of a misrepresentation, inaccuracy or omission in or from information or advice supplied or given by the Company and/or the Subsidiary Undertaking or any present or former officer or employee of the Company and/or the Subsidiary Undertaking for the purpose of assisting them in relation to any term of this Agreement, the making of a representation, the giving of a warranty or the preparation of the Disclosure Letter.

5.10

Part 2 of Schedule 3 (Limitations on Sellers' liability) shall apply to limit or exclude, in accordance with its terms, any liability of the Sellers in respect of a Warranty Claim, provided that no provision of that schedule shall apply to limit or exclude any such liability arising out of any fraudulent act or omission by or on behalf of the Sellers.

5.11

Any amount paid by or on behalf of the Sellers in respect of a breach of the Warranties and/or under a Warranty Claim made under Part 1 of Schedule 3 shall be deemed to reduce the Consideration and be a repayment of the Consideration to the extent of that amount.

6	Restrictive Covenants

6.1	In this Clause 6.1:

"Confidential Information"

means trade secrets, confidential knowledge, non-public data and any other proprietary information of the Company or the Subsidiary Undertaking. By way of illustration but not limitation, "Confidential Information" includes (i) inventions, trade secrets, ideas, processes, formulas, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques, in each case to the extent such items relate to communications and/or business transactions with one or more users over a computer network or the Internet; (ii) information regarding plans for research, development, new products and services, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers; and (iii) information regarding the skills and compensation of any other employee of the Company or the Subsidiary Undertaking;

"Founders"	means [**];

"Prospective Customer"	means any person with whom the relevant Seller had dealings during the Relevant Period in the course of his/her employment with a view to that person becoming a customer or client of the Company or the Subsidiary Undertaking;

"Relevant Area"	means [**];

"Relevant Competitors"	means those companies listed in Schedule 7;

"Relevant Customer"	means any person who has been at any time during the Relevant Period a customer or client of the Company or the Subsidiary Undertaking with whom the relevant Seller was actively involved in the course of his/her employment during the Relevant Period;

"Relevant Distributor"	means any distributor of the Company's and/or the Subsidiary Undertaking's products with whom the relevant Seller was actively involved in the course of his/her employment during the Relevant Period;

"Relevant Employee"	means an employee of the Company or the Subsidiary Undertaking with whom the relevant Seller had material dealings in the course of his/her employment during the Relevant Period and who is employed wholly or mainly in a senior/managerial/customer facing capacity;

"Relevant Period"	means the period of [**] ending on Completion;

"Relevant Services"	means services the same as or similar to those being provided by the Company or the Subsidiary Undertaking at Completion and with which the relevant Seller was actively involved in any capacity in the course of his/her employment during the Relevant Period;

"Relevant Supplier"	means any supplier to the Company or the Subsidiary Undertaking with whom the relevant Seller was actively involved in the course of his/her employment during the Relevant Period.

6.2	The Founders covenant that they will not for a period of [] after Completion and [] covenant that they will not for a period of [**] after Completion:

6.2.1

be concerned in any business which is carried on in the Relevant Area, or the Relevant Competitors, and which is competitive or likely to be competitive with any business in which the relevant Seller was actively involved during the course of his/her employment during the Relevant Period and which is carried on by the Company or another Group Company at Completion;

6.2.2

directly or indirectly, whether on his/her own account or on behalf of or in conjunction with any person:

(a)

canvass or solicit business or custom for the provision of any Relevant Services from any Relevant Customer;

(b)

deal with any Relevant Customer in respect of the provision or potential provision of any Relevant Services;

(c)

canvass or solicit business or custom for the provision of any Relevant Services from any Prospective Customer;

(d)

deal with any Prospective Customer in respect of the provision or potential provision of any Relevant Services;

(e)

induce or attempt to induce any Relevant Supplier to cease to supply, or to restrict or vary the terms of supply to, the Company or the Subsidiary Undertaking or otherwise interfere with the relationship between a Relevant Supplier and the Company or the Subsidiary Undertaking;

(f)

induce or attempt to induce any Relevant Distributor to cease to distribute, or to restrict or vary the terms of any distribution agreements in relation to, the Company's or the Subsidiary Undertaking's products or otherwise interfere with the relationship between a Relevant Distributor and the Company or the Subsidiary Undertaking;

(g)

induce or attempt to induce any employee of the Company to leave the employment of the Company or the Subsidiary Undertaking (whether or not this would be a breach of contract by the Relevant Employee).

6.3	For the purposes of Clause 6.2.1 above, the relevant Seller is concerned in a business if:

6.3.1

he/she carries it on as a principal or agent; or

6.3.2

he/she is a partner, director, employee, secondee, consultant or agent in, of or to any person who carries on the business; or

6.3.3

(excluding [**] in relation to his employment at the date of this Agreement) he/she has any direct or indirect financial interest (as shareholder or otherwise) in any person who carries on the business; or

6.3.4

(excluding [**] in relation to his employment at the date of this Agreement) he/she is a partner, director, employee, secondee, consultant or agent in, of or to any person who has a direct or indirect financial interest (whether as shareholder or otherwise) in any person who carries on the business.

6.4

The Sellers covenant that at any time during the course of their employment with the Company or the Subsidiary Undertaking or at any time thereafter, they shall not use in connection with any other business any name which includes the name or any part of the name of the Company or the Subsidiary Undertaking or any product name or any colourable imitation of it or them.

6.5	The Sellers agree that they will not, during the course of their employment with the Company or the Subsidiary Undertaking or at any time thereafter:

6.5.1

disclose any Confidential Information to any person, firm, corporation, or other entity for any reason or purpose whatsoever;

6.5.2

copy any Confidential Information, except as reasonably required in the course of their duties for the Company or the Subsidiary Undertaking; or

6.5.3

make use of any Confidential Information for their own purposes or for the benefit of any person, firm, corporation or other entity, other than the Subsidiary Undertaking, under any circumstances.

6.6	The covenants in this clause are for the benefit of the Company itself and as trustee for the Subsidiary Undertaking.

6.7

Each of the restrictions in each paragraph or clause above are enforceable independently of each of the others and their validity is not affected if any of the others is invalid. If any of those restrictions is void but would be valid if some part of the restriction (including part of any of the definitions in Clause 6.1) were deleted, the restriction in question applies with such modification as may be necessary to make it valid.

7	FSA Application Covenant

7.1	The Sellers hereby acknowledge and agree that the FSA has advised in its email to the Sellers of 2 April 2008 that FSA authorisation should be sought.

7.2

The Founders hereby covenant that they will use their reasonable endeavours to assist the Buyer in any and all respects in relation to the application to the FSA for authorisation and will take all reasonable actions necessary to ensure that such application for authorisation is submitted, including (but not limited to) providing all documentation and information required in respect of the application which is either in any of their possessions, power or control.

7.3	In the event that the Sellers breach the covenant set out in Clause 7.2, the Buyer has the right to set off any of the Deferred Consideration owing to the Sellers pursuant to Schedule 6 against any and all losses suffered by it in relation to such breach.

8	Payments

8.1	The Buyer shall pay all payments due to the Sellers by telegraphic transfer of immediately available funds to the account of the Sellers' Solicitors on behalf of the Sellers at:

Bank:	[**]
Sort code:	[**]
Account name:	[**]
Account number:	[**]

or to any other account of which the Sellers Solicitor's give the Buyer at least three Business Days' notice from time to time.

8.2	Payment of any sum to the Sellers' Solicitors will discharge the obligations of the Buyer to pay the sum in question and the Buyer shall not be concerned to see the application of the monies so paid.

9	Assignment

No party may assign the benefit of any provision in this Agreement save for an assignment by the Buyer to any member of the Buyer's Group provided that any such assignment to any member of the Buyer's Group is made on terms that if such assignee would cease to be a member of the Buyer's Group, such rights will further be assigned to the Buyer or to another member of the Buyer's Group.

10	Announcements and Confidentiality

10.1

Save as provided in Clause 10.2 no announcement or circular or disclosure in connection with or concerning this Agreement or any matter arising from the Agreement shall be made or issued by or on behalf of the Sellers without the prior written consent of the Buyer which shall not be unreasonably withheld or delayed.

10.2	Clause 10.1 shall not apply to any disclosure made by the Sellers to their professional advisers, or to any announcement or disclosure required by the laws of any relevant jurisdiction or by any competent regulatory or governmental body or securities exchange in any relevant jurisdiction.

Costs

11.1	Except as set out in Clause 11.2, each Party shall bear its own costs and expenses in connection with the preparation, negotiation, execution and performance of this Agreement and the documents referred to in it.

11.2	The Buyer shall pay all stamp and other transfer duties and registration fees applicable to any document to which it is a Party and which arise as a result of or in consequence of this Agreement.

12	Notices

12.1

Any notice, consent or other communication given under this Agreement shall be in writing and in English, and signed by or on behalf of the Party giving it, and shall be delivered by hand or sent by prepaid recorded or special delivery post (or prepaid international recorded airmail if sent internationally) or by fax as follows (and, for the avoidance of doubt, may not be given by e-mail):

to the Buyer:

For the attention of: Office of the General Counsel, NYFIX, Inc

Address: 100 Wall Street, 24^th Floor, New York NY10005 USA

Facsimile number: 001 917 637 1585

To the Sellers

At their respective addresses set out in Schedule 1 as may be altered from time to time by notice to the Buyer.

12.2

Any Party may from time to time notify the others of any other address or fax number for the receipt of notices. Any such change shall take effect five Business Days after notice of the change is received or (if later) on the date (if any) specified in the notice as the date on which the change is to take place.

12.3	Any notice, consent or other communication given in accordance with Clause 12.1 and received after 5.30 p.m. on a Business Day, or on any day which is not a Business Day, shall for the purposes of this Agreement be regarded as received on the next Business Day.

13	Exclusion of Contracts (Rights of Third Parties) Act 1999

13.1	The Parties to this Agreement do not intend any of its terms to be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to this Agreement save for the provisions of Clause 6.

13.2

Notwithstanding any other provision of this Agreement, the Sellers and the Buyer may by agreement in writing rescind or vary any of the provisions of this Agreement without the consent of the Company or the Subsidiary Undertaking and accordingly section 2(1) of the Contracts (Rights of Third Parties) Act 1999 shall not apply.

14	Further Assurance

At or after Completion, the Sellers shall at the Buyer's cost execute all such documents and do or cause to be done all such other things as the Buyer may from time to time reasonably require in order to vest in the Buyer legal title to and the benefit of the Shares and otherwise to give full effect to this Agreement.

15	No Merger

The provisions of this Agreement shall remain in full force and effect as regards any of its unperformed or unimplemented provisions including, without limitation, all guarantees, warranties and undertakings notwithstanding Completion.

16	Counterparts

This Agreement may be executed in any number of counterparts and by the Parties to it on separate counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument, and shall not be effective until each of the Parties has executed at least one counterpart.

17	Waiver

No delay or failure by the Buyer or any of the Sellers to exercise any of their respective powers, rights or remedies under this Agreement shall operate as a waiver of them, nor shall any single or partial exercise of any such powers, rights or remedies preclude any further exercise of them. The remedies provided in this Agreement are cumulative and (except as otherwise provided in this Agreement) are not exclusive of any remedies provided by law. A waiver of a breach of any term of this Agreement shall not constitute a waiver of any other breach of this Agreement.

18	Entire Agreement

18.1	This Agreement, and the documents referred to in it together constitute the entire agreement and understanding of the Parties and supersede any previous agreement between the Parties relating to the subject matter of this Agreement.

18.2	The Buyer acknowledges that no provisions are to be regarded as implied into this Agreement, save for those implied by law and which are not lawfully capable of being excluded. All implied provisions lawfully capable of being excluded are hereby excluded for all purposes.

18.3

In entering into this Agreement and subject to Part 2 of Schedule 3, the Buyer accepts that it is not relying on any representation, warranty or on any other information or statement of opinion or belief, whether written or oral, express or implied, which is not expressly comprised within or the subject of any of the Warranties.

18.4	Except as otherwise permitted by this Agreement, no change to its terms shall be effective unless it is in writing and signed by on or behalf of each of the Parties.

19	Governing Law, Jurisdiction and Service Of Proceedings

19.1	This Agreement shall be governed by and construed in accordance with the law of England and Wales. Each Party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales over any claim, dispute or matter arising under or in connection with this Agreement.

19.2

Each Party irrevocably waives any objection which it may have now or later to proceedings being brought in the courts of England and Wales and any claim that proceedings have been brought in an inconvenient forum. Each Party further irrevocably agrees that a judgment in any proceedings brought in the courts of England and Wales shall be conclusive and binding upon each Party and may be enforced in the courts of any other jurisdiction.

19.3	Nothing in this Agreement shall affect the right to serve process in any manner permitted by law.

20	Guarantee

20.1	The Guarantor unconditionally and irrevocably guarantees to the Sellers to discharge on written demand by the Sellers payment of all sums payable by the Buyer under Schedule 6 of this Agreement (such payment obligations of the Buyer being referred to below as "Obligations").

20.2	The Sellers must make written demand against the Buyer but may make demand upon the Guarantor in respect of any of the Obligations if not satisfied by the Buyer within 30 Working Days of the Sellers' demand against the Buyer.

20.3	This Agreement is a continuing security and shall remain in full force and effect until all of the Obligations have been discharged and performed in full.

20.4	The provisions of this Clause 20 are in addition to any other guarantee or security, present or future, held by the Sellers in respect of the Obligations or any of them, and shall not merge with or prejudice such other guarantee or security, or any contractual or legal rights of the Sellers.

THIS AGREEMENT has been executed by or on behalf of the Parties on the date at the top of page 1.

Schedule 1

Particulars of Sellers and apportionment of Consideration

Column 1	Column 2		Column 3

Seller's name and address	Number of shares held by Seller		Seller's proportion of the Consideration

Karl Spencer Breeze [**]		399		30.9783	%

Amy Jane Muddimer [**]		399		30.9783	%

Paul Denby Scott [**]		399		30.9782	%

Andrew Southon [**]		65		5.0466	%

Matthew George Barkway [**]		26		2.0186	%

Schedule 2

Part 1

Details of the Company

Date and place of incorporation	:	Incorporated on 14 August 2002 in England and Wales

Registered number	:	04511314

Registered office	:	Financial House, 14 Barclay Road, Croydon, Surrey, CRO 1JN

Authorised share capital	:	£100,000 divided into 100,000 ordinary shares of £1.00 each and £10,000 divided into 1,000,000 ordinary B shares of £0.01 each

Issued share capital	:	£1288.00 divided into 1,288 ordinary shares of £1.00 each

Directors	:	1) Matthew George Barkway 2) Karl Spencer Breeze 3) Amy Jane Muddimer 4) Paul Denby Scott

Secretary	:	Amy Jane Muddimer

Shareholders	:	1) Karl Spencer Breeze (399 Ordinary Shares) 2) Amy Jane Muddimer (399 Ordinary Shares) 3) Paul Denby Scott (399 Ordinary Shares) 4) Andrew Southon (65 Ordinary Shares) 5) Matthew George Barkway (26 Ordinary Shares)

Accountants	:	The McCay Partnership

Accounting reference date	:	31 December

Tax residence	:	England and Wales

Part 2

Details of the Subsidiary Undertaking

Date and place of incorporation	:	27 April 2006, New York State

Registered number	:	N/A

Registered office	:	14 Wall Street, New York, NY 10005

Authorised share capital	:	200 Shares of no par value

Issued share capital	:	100 Shares of no par value

Directors	:	Andrew Southon (President)

Secretary	:	Karl Breeze

Shareholder	:	FIX City Limited

Accounting reference date	:	31^st December

Tax residence	:	New York

Schedule 3

Part 1

Warranties

1	SHARES AND OTHER SECURITIES OF THE COMPANY

1.1	The Shares represent the entire issued share capital of the Company.

1.2	The shareholders of Company listed in Part 1 of Schedule 2 are and will at Completion be the holders of the shares set out against their names and have the right to sell such shares.

1.3	The Company will not, at Completion, have any debenture or any other security in issue.

1.4	No person has the right or has claimed to have a subsisting right (whether exercisable now or at a future date and whether contingent or not) to subscribe for, or to convert any security into any shares, debentures or other securities of the Company, including pursuant to an option or warrant.

1.5	The Company has not at any time purchased its own shares or redeemed or forfeited any shares, or agreed to do so, or granted an option whereby it might become liable to do so.

1.6	There will not at Completion be any Encumbrance over any issued or unissued shares in the capital of the Company and there is no subsisting agreement to create any such Encumbrance.

1.7	No share in the capital of the Company has been allotted at a discount or otherwise than as fully paid.

2	THE COMPANY AND THE SUBSIDIARY UNDERTAKING

2.1	Save for the Subsidiary Undertaking, the Company has no interest in nor is it under a subsisting obligation to acquire any interest in any shares, debentures or other securities of any other body corporate.

2.2	The details shown in Parts 1 and 2 of Schedule 2 relating to the Company and the Subsidiary Undertaking are accurate and complete in all respects.

2.3	A true and complete copy of the Accounts and of the memorandum and articles of association of the Company and the Subsidiary Undertaking are annexed to the Disclosure Letter.

2.4	The whole of the issued share capital of the Subsidiary Undertaking is beneficially owned by the Company free from any Encumbrance.

2.5	The Subsidiary Undertaking has never been a subsidiary of any body corporate other than the Company and the Company has never been a subsidiary of any body corporate.

2.6	No person is a shadow director of the Company or the Subsidiary Undertaking who is not treated as a director for all the purposes of the Act.

3	AUTHORITY AND CAPACITY OF THE SELLERS

3.1	Each of the Sellers has all necessary right, power and authority to enter into and perform its obligations under this Agreement and each document to be executed at or before Completion.

3.2	This Agreement constitutes (or will when executed constitute) binding and enforceable obligations on the Sellers in accordance with its terms.

4	THE ACCOUNTS

4.1	The Accounts:

4.1.1

have been were prepared under the historical cost convention;

4.1.2

have been prepared in accordance with applicable Statements of Standard Accounting Practice, Financial Reporting Standards, statements from the Urgent Issues Task Force, other generally accepted accounting practices in the United Kingdom and the Act;

4.1.3

are not affected by any material unusual or non-recurring items and do not include material transactions not normally undertaken by the Company;

4.1.4

make full provision or reserve for all actual liabilities and contain proper provision or reserve for all contingent liabilities or capital or burdensome commitments.

4.2	The Accounts give a true and fair view of the state of affairs of the Company as at the end of each financial year to which they relate and of its profit or loss for the period ended on that date.

4.3	Since their incorporation, neither the Company nor the Subsidiary Undertaking have engaged auditors.

5	BORROWINGS AND BANK ACCOUNTS

5.1	Neither the Company nor the Subsidiary Undertaking will not at Completion have outstanding any borrowing or indebtedness, in the nature of borrowing, including any bank overdraft.

5.2	There are no Encumbrances over the assets of either of the Company or the Subsidiary Undertaking.

6	POSITION SINCE THE ACCOUNTS DATE

6.1	Since the Accounts Date:

6.1.1

no resolution of the Company or the Subsidiary Undertaking in general meeting has been passed;

6.1.2

no change in the accounting reference period of the Company or the Subsidiary Undertaking has been made;

6.1.3

save as referred to in the Disclosure Letter, neither the Company nor the Subsidiary Undertaking has declared or paid any dividend;

6.1.4

the business of the Company and the Subsidiary Undertaking has been carried on in the ordinary and usual course, without any material interruption or alteration in its nature, scope or manner, and so as to maintain the same as a going concern;

6.1.5

there has been no material adverse change (nor is any material adverse change expected) in the turnover or profit margins or financial position of the Company or the Subsidiary Undertaking or in the assets or liabilities of the Company or the Subsidiary Undertaking as compared with the position disclosed by the Accounts and all amounts received by the Company or the Subsidiary Undertaking have been deposited with the Company's bankers and appear in the appropriate books of account;

6.1.6

neither the Company nor the Subsidiary Undertaking has not borrowed or raised any money or taken any financial facility which exceeded £50,000; and

6.1.7

neither the Company nor the Subsidiary Undertaking has paid any bonuses of any kind.

6.2	The IOI Revenues (as defined in Schedule 6) for 2007 are true, accurate and not misleading.

7	CONDUCT OF BUSINESS

7.1	So far as the Sellers are aware, the Company and its directors, officers, employees and agents (during the course of their duties in relation to the Company) have complied in all material respects with all legislation of the United Kingdom applicable to the Company.

7.2	The Subsidiary Undertaking's only activity has been acting as marketing agent for the Company. The Subsidiary Undertaking has not entered into any contracts with customers and charges the Company for its services on a cost plus fee basis.

8	CONTRACTS AND LIABILITIES, TERMS OF TRADE

8.1	True and complete copies of all of the material contracts or arrangements entered into by the Company and/or the Subsidiary Undertaking that remain to be fulfilled as performed in whole or in part have been supplied to the Buyer.

8.2

In the case of any contract entered into by the Company and/or the Subsidiary Undertaking and disclosed to the Buyer as having been entered into orally, such contracts are believed to be valid; no party to any such contract has given any indication that the terms of such contract are different from the Company's and/or Subsidiary Undertakings then current standard terms; that such contracts have been invoiced in accordance with the then current standard terms and no client of the Company and/or the Subsidiary Undertaking has failed to make payment as though it had entered into a contract on the Company's or the Subsidiary Undertakings then current standard terms.

2.1.3

to make an application for the postponement of, or the payment by instalments of, any Taxation; or

2.1.4

to disclaim or require the postponement of any allowance or relief,

have been Disclosed in the Disclosure Letter (including, where the claim, election, appeal, application or disclaimer must be made within eight weeks of Completion, the last date by which it must be made).

2.2

No Group Company has, or may become, liable to make any payment or reimbursement or give any indemnity in respect of Taxation, or any amounts, as a result of the failure of any person to discharge Taxation, where such Taxation relates to a profit, income or gain, transaction, event, omission or circumstance arising, occurring or deemed to arise or occur (wholly or partly) prior to Completion.

3	Tax residence and status

3.1

For the purposes of Taxation the Company has been resident in the United Kingdom at all times since its incorporation and will be so resident at Completion, and has never been resident in or liable to Taxation in any other jurisdiction for any Taxation purpose.

3.2

For the purposes of Taxation the Subsidiary Undertaking has been resident in the United States of America at all times since its incorporation and will be so resident at Completion, and has never been resident in or liable to Taxation in any other jurisdiction for any Taxation purpose.

3.3

No circumstances have occurred which could give rise to a liability on a Group Company under section 132 FA 1988 (Liability of other persons for unpaid tax) or sections 185 TCGA (Deemed disposal of assets on a Group Company ceasing to be United Kingdom tax resident) and no Group Company has been party to any election under section 187 TCGA (Postponement of charge on deemed disposal under section 185) or any equivalent provisions in the jurisdiction of the relevant Group Company.

3.4

The Company is a close company within the meaning of section 414 of ICTA. The Company is not nor has it at any time been a close investment holding company within the meaning of section 13A of ICTA.

3.5

No distributions within section 418 of ICTA or transfers of value within section 94 Inheritance Tax Act 1984 (charge on participators) has been made by any Group Company

3.6

No loan or advance within section 419 ICTA (loans to participators etc) has been made or agreed to be made by any Group Company and no Group Company has, since the Accounts Date, released or written off, and there is no agreement or arrangement for the release or writing off of the whole or part of the debt in respect of any such loan or advance.

3.7

Full disclosure has been made of any election or claim (including but not limited to any "check the box" election in respect of US taxation) that affects or may affect the Tax treatment of any Group Company.

4	Corporation Tax on chargeable gains

Since the Accounts Date no Group Company has entered into or been a party to a transaction which will or may give rise to a liability to tax on any capital gain.

5	Shares owned by directors or employees

All shares in the Company owned by any person who is or has been a director or employee of any Group Company, or any person who is connected with such a person, have been acquired at a price equal to UMV (as defined in section 428 Income Tax (Earnings and Pensions) Act 2003) and any such person who is subject to Taxation on income in the UK has entered into a valid election under section 431 Income Tax (Earnings and Pensions) Act 2003.

6	Value Added Tax

6.1

The Company:

6.1.1

is a duly registered taxable person for the purposes of VAT and has complied fully with all statutory requirements, orders, provisions, directions or conditions relating to VAT;

6.1.2

maintains and has at all times maintained complete, correct and up-to-date records for the purposes of the legislation relating to VAT and has preserved such records in such form and for such periods as are required by such legislation;

6.1.3

is not in arrears with any payment or returns required under any legislation relating to VAT and is not liable to any abnormal or non-routine payment, or any forfeiture or penalty or default surcharge, or to the operation of any penal provision or to pay any interest relating to VAT;

6.1.4

has not been required by HM Revenue & Customs to give security under any legislation relating to VAT; and

6.1.5

is not and has never been a member of VAT group for the purposes of S.43 VATA.

6.2

The Subsidiary Undertaking is not and has never been registered, and is not and has never been required to be registered, as a taxable person for the purposes of VAT.

6.3

The Disclosure Letter contains particulars of the prescribed accounting periods for VAT that apply to the Company.

6.4

The Disclosure Letter contains all relevant particulars of any property in respect of which an election has been made to waive exemption from VAT under paragraph 2 of Schedule 10 to the VATA.

6.5

The Disclosure Letter contains all relevant particulars of any assets owned by any Group Company which are capital items that are subject to the capital goods scheme under Part XV of the VAT Regulations 1995.

7	Stamp Duty

Each Group Company has duly paid all stamp duty land tax and all stamp duty reserve tax for which it is or has at any time been liable and no document pursuant to which a Group Company has any right is held by or on behalf of that Group Company outside the UK which would attract stamp duty if bought into the United Kingdom and no Group Company is liable to pay any penalty, interest or fine in respect of stamp duty or stamp duty reserve tax or to forfeiture of any relief from any such duty, penalty, interest or fine and so far as the Sellers is aware, there are no circumstances including execution, substantial performance of any contract for a land transaction and performance of this agreement which may result in a Group Company becoming liable to any such penalty, interest or fine or to any such forfeiture.

8	Tax Avoidance

8.1

No Group Company has incurred nor will any Group Company incur any Tax Liability as a consequence of the relevant Group Company entering into any scheme which has as its main purpose the avoidance of Tax.

8.2

No Group Company has engaged in any transaction or entered into any arrangements in respect of which it is reasonably foreseeable that there may be substituted, or that any Tax Authority may seek to substitute, for the purposes of any Taxation, consideration that is different, in amount or in nature, from the actual consideration given or received.

9	Miscellaneous

9.1

The Company has not done or been party to the doing of anything which would be an offence under section 766 ICTA (offences in connection with creation, issue or transfer of shares or debentures of overseas companies).

9.2

The Company is not required to bring into account for any Tax purposes any earnings, income, profits or gains of an entity which is resident for Tax purposes in a different jurisdiction from that of the relevant Group Company. In so far as UK Taxation is concerned, this refers to any amounts which might be required to recognised under Chapter IV Part XVII of ICTA (controlled foreign companies) or Section 13 TCGA (attribution of gains to members of certain non-resident companies).

9.3

To the extent that the Group Company has an interest in a controlled foreign company (as defined in section 747 (1) and (2) ICTA), exemption from apportionment does not depend and has not in any accounting period of the Company ending within the last three years depended solely on the controlled company in question pursuing an acceptable distribution policy (as defined by Part 1 Schedule 25 ICTA) and/or satisfying the test set out in Section 748 (3) (the motive test).

9.4

For each accounting period of the relevant Group Company ending within the last three years, the Disclosure Letter contains all relevant details of:

9.4.1

any Double Taxation Relief arising to the Group Company;

9.4.2

the utilisation of that Double Taxation Relief by way of credit against Tax or deduction in computing Tax by the Group Company;

9.4.3

the amounts (if any) of eligible unrelieved foreign tax (as defined by section 896B ICTA) arising to the Group Company;

9.4.4

the amounts (if any) of Double Taxation Relief that the Group Company has been unable to utilise or to treat as eligible unrelieved foreign tax;

9.4.5

the extent (if any) by which the amount of Double Taxation Relief which would otherwise arise or be available for utilisation or treatment as eligible unrelieved foreign tax falls or has fallen to be restricted or which it is reasonably foreseeable that a Tax Authority will seek to treat as restricted by reason of:

(a)

the application of Section 795A (failure to minimise the foreign tax in question) or

(b)

the application of Sections 798 or 803 ICTA (relief restricted to amount arising on profit margin) or

(c)

the existence of, or there having been, any scheme or arrangement the purpose, or one of the main purposes, of which is or was to give rise to an amount of Double Taxation Relief

where

Double Taxation Relief means any Tax Relief referred to in Section 788 ICTA or given under Section 790 Taxes whether with respect to Tax withheld, deducted, or charged directly or with respect to underlying tax (as defined by Section 792 (1) ICTA).

Schedule 5

Intellectual Property Rights

TM Number

Mark Text

Type

Date

Status

Classes

2337771

ATLANTISWEB

15.07.2003

Registered

Schedule 6

Deferred Consideration

1.	Definitions

1.1

In this schedule (unless inconsistent with the context or otherwise specified) the expressions defined in this paragraph shall have the meanings respectively set opposite them in that paragraph, and subject thereto the expressions defined in this Agreement shall have the same respective meanings wherever used in this schedule:-

"Agreed Operating Margins"

the CMO percentage for the relevant period as set out in the model attached as Appendix 1 less [**]%. The operating margin shall be calculated using the [**] in the model attached as Appendix 1;

"Buyer's Auditors"

the current auditors of the Buyer and any successor firm;

"Buyer's Group"

the Buyer, its parent undertakings and its subsidiary undertakings from time to time and any subsidiary undertaking for the time being of a parent undertaking of the Buyer;

"CMO

the margin from operations calculated in accordance with the methodology used by the Buyer's Group and as illustrated in Appendix 1;

"Deferred Consideration"

the deferred consideration calculated in accordance with paragraph 2 of this schedule;

"Earn Out Period"

the period from the first day of the Fiscal Year 2008 to the last day of the Fiscal Year 2010;

"European IOI Revenues"

IOI Revenues generated from clients based in Europe being the forty eight countries forming part of the continent which shall include the European Union and non-European Union countries;

"European Union"

an economic and political confederation of European nations which share a common foreign and security policy and co-operate on justice and home affairs created on 1 November 1993 by the Treaty for European Union (the Maastricht Treaty);

"FCL Products"

Software applications derived from or based on [**];

"Fiscal Year 2008"

the twelve months commencing on 1 May 2008;

"Fiscal Year 2009"

the twelve months commencing on 1 May 2009;

"Fiscal Year 2010"

the twelve months commencing on 1 May 2010;

"Global IOI Revenues"

all IOI Revenues earned anywhere in the world, including European IOI Revenues;

"Independent Accountants"

a firm of accountants of international standing appointed by agreement between the Buyer and the Sellers or, failing such agreement and within 3 Business Days of either the Buyer or the Sellers requesting an appointment (following notice to the other) appended by the President for the time being of the Institute of Chartered Accountants in England and Wales;

"IOI Group in FIX Division"

the Company, the Subsidiary Undertaking and the Buyer's existing IOI business (as Organically Grown);

"IOI Revenues"

shall be defined to include revenues earned in any asset class from the following businesses:

[**];

"Other Related Potential Business Opportunities":

(i) IOI integration professional services directly related to integrating current and future FCL Products with Buyer's Group products or third party products for use by a third party (which for these purposes shall exclude a Buyer's Group company) who will pay for such integration and for the avoidance of doubt shall not include the technical integration as set out in paragraph 2.2 below and any other integration, including but not limited to [**];

(ii)

[**]

PROVIDED THAT IOI Revenues shall include [**] save as provided in paragraph 5.1.11.

"Organically Grown"

grown by the development of the existing business of the Company, the Subsidiary Undertaking and the Buyer's Group but excluding [**];

"Viewer"

A software application developed by the Company which is able to access and display messages and data shared within ioinet.

For the purposes of defining IOI Revenues in US$, all UK£ revenues shall be converted into US$ at a ratio of [**]. All EU€ revenues shall be first converted into UK£ at prevailing market rates ([**]) and shall then be converted to US$ from UK£ at the ratio of [**]. Rest of the world revenues shall be converted to US$ at prevailing market rates ([**]).

2.	Payment of Deferred Consideration

2.1

As further consideration for the sale of the Shares, the Sellers shall be entitled to the following payments in addition to the payment to be made at Completion in accordance with Clause 3 (such payments to be divided between the Sellers pro rata on the basis of their shareholding in the Company as set out in column 3 of Schedule 1):

2.1.1

within thirty (30) days of the last Business Day of the first calendar month of the Fiscal Year 2009:

(a)

£[**], provided that the IOI Group in FIX Division has achieved not less than US$[**] of Global IOI Revenues in Fiscal Year 2008;

(b)

£[**], provided that the IOI Group in FIX Division has achieved not less than US$[**] of European IOI Revenues in Fiscal Year 2008; and

(c)

provided that the IOI Group in FIX Division has achieved not less than US$[**] of Global IOI Revenues in Fiscal Year 2008, a cash payment equal to [**]% of Global IOI Revenues in Fiscal Year 2008 up to US$[**], plus [**]% of Global IOI Revenues in Fiscal Year 2008 between US$[**] and US$[**], plus[**]% of Global IOI Revenues in Fiscal Year 2008 in excess of US$[**].

2.1.2

within thirty (30) days of the last Business Day of the first calendar month after the end of Fiscal Year 2009:

(a)

£[**], provided that the IOI Group in FIX Division has achieved not less than US$[**] of Global IOI Revenues in Fiscal Year 2009;

(b)

£[**], provided that the IOI Group in FIX Division has achieved not less than US$[**] of European IOI Revenues in Fiscal Year 2009; and

(c)

provided that the IOI Group in FIX Division has achieved not less than US$[**] of Global IOI Revenues in Fiscal Year 2009, a cash payment equal to [**]% of Global IOI Revenues in Fiscal Year 2009 up to US$[**], plus [**]% of Global IOI Revenues in Fiscal Year 2009 between US$[**] and $[**], plus [**]% of Global IOI Revenues in Fiscal Year 2009 in excess of US$[**].

2.1.3

within thirty (30) days of the last Business Day of the first calendar month after the end of Fiscal Year 2010:

(a)

£[**], provided that the IOI Group in FIX Division has achieved not less than US$[**] of Global IOI Revenues in Fiscal Year 2010;

(b)

£[**], provided that the IOI Group in FIX Division has achieved not less than US$[**] of European IOI Revenues in Fiscal Year 2010; and

(c)

provided that the IOI Group in FIX Division has achieved not less than US$[**] of Global IOI Revenues in Fiscal Year 2010, a cash payment equal to [**]% of Global IOI Revenues in Fiscal Year 2010 up to US$[**], plus [**]% of Global IOI Revenues in Fiscal Year 2010 between US$[**] and $[**], plus [**]% of Global IOI Revenues in Fiscal Year 2009 in excess of US$[**];

in each case subject to [**] for the IOI Group in FIX Division. During the Earn Out Period, the targets set out at paragraphs 2.1.1, 2.1.2 and 2.1.3 may be adjusted by the mutual agreement of the Buyer and the Sellers. For the purpose of this paragraph, agreement by the Sellers to any adjustment to the targets set will require the consent of those Sellers who hold at least [**] per cent. of the Shares as at the Completion Date.

2.2

In addition, as further consideration for the sale of the Shares, the Sellers shall be entitled to the sum of US$1,000,000 on the successful technical integration (as defined below in this clause) of the combined IOI service of the Seller and the Buyer for customer use as soon as possible but in any event within six months of Completion. The Buyer and Sellers shall work together to accomplish the successful technical integration of the combined IOI service as early as is commercially reasonable after Completion and in any event not more than 6 months following Completion. For the purposes of this clause the successful technical integration of the combined IOI service of the Buyer and the Company shall be deemed to have taken place when after first mutually agreeing to a programme of development tasks to accomplish the objectives set forth below in such time that in fact has no materially adverse effect upon the parties' ability to complete the agreed development tasks within the time set forth in this paragraph 2.2:

(i)

FIX City has completed an agreed programme of development tasks which [**];

(ii)

FIX City has completed an agreed programme of development tasks which [**];

(iii)

[**];

(iv)

Fix City has completed an agreed programme of development tasks which [**]; and

(v)

ioinet has been rebranded to include the NYFIX logo and colour scheme.

(v)

In any event where the Buyer fails to complete agreed development tasks for which it is solely responsible (and has no FIX City dependencies) and where any such failure in fact has a materially adverse effect upon Fix City's ability to complete the agreed development tasks within the time set forth in this paragraph 2.2, and further, insofar as FIX City has first brought any such material failure to the attention of the Buyer within such time that the Buyer may reasonably remedy such failure without such failure having a materially adverse effect upon Fix City's ability to complete the agreed development tasks within the time set forth in this paragraph 2.2.

2.3	For the avoidance of doubt, the further consideration payments set out in this paragraph 2 shall (save in the case of paragraph 2.2), subject to the satisfaction of the relevant conditions set out above, be payable [**] under this paragraph 2.

3.	Set-off and Deduction

The Buyer shall be entitled to set-off against any amount otherwise payable to the Sellers pursuant to the provisions of this schedule any amount payable to the Buyer by the Sellers in the event of a breach of any of the Warranties or payable by the Sellers to the Buyer under the Tax Deed.

4.	Treatment of the IOI Group in FIX Division

4.1

The Buyer acknowledges and agrees that during the Earn Out Period, the Buyer shall [**] this Schedule 6. In addition, the Buyer acknowledges and agrees (having regard to the manner in which the Consideration for the Shares has been calculated) that the Sellers have a legitimate interest in ensuring that the IOI Group in FIX Division is maintained in the relevant years without prejudicing the business of the Buyer.

5.	Undertakings of the Buyer

5.1	The Buyer agrees and undertakes and the Company and the Subsidiary Undertaking agree and undertake (where relevant) with each of the Sellers that during the Earn Out Period:

5.1.1

it will provide the Company and the Subsidiary Undertaking with [**];

5.1.2

the Company shall not [**];

5.1.3

to procure that the business of the Company and/or the Subsidiary Undertaking are [**];

5.1.4

ensure that any goods or services provided to or in respect of the Company or the Subsidiary Undertaking by the Buyer [**];

5.1.5

that the memorandum and articles of association of the Company [**];

5.1.6

it will not change its accounting reference date;

5.1.7

neither the Company nor the Subsidiary Undertaking shall [**];

5.1.8

the Sellers shall be provided with [**] so that the Sellers can monitor progress against the milestones;

5.1.9

[**];

5.1.10

the Buyer will not require the Company to do anything (i) (save as provided in paragraph 5.1.12 below) other than on an arms length basis [**];

5.1.11

that to the extent that any [**];

5.1.12

[**], the Buyer and the Sellers will negotiate in good faith whether there should be any adjustment to any of the provisions of this Schedule 6 [**];

5.1.13

the Sellers shall consider any proposals made by the Buyer [**]. However, the Sellers will not withhold consent [**]. In the event of any termination of the agreement with [**] for any reason, the Sellers agree to [**];

5.1.14

the Buyer will co-operate with the Sellers to introduce the Company to the Buyer's Group Clients;

5.1.15

the Buyer will use reasonable endeavours to file an application with the FSA for authorisation as soon as reasonably practicable;

in each case, where relevant, save to the extent that the Company otherwise agrees with the Sellers in writing.

6.	Calculation of the IOI Revenues

6.1	The Buyer shall procure that the Company issue a certificate ("IOI Revenue Certificate") in respect of the relevant years stating the European IOI Revenue and the Global IOI Revenue for that year.

6.2

The Sellers may, by notice (the "Notice") to the Buyer delivered within 14 days of receipt by the Sellers of the IOI Revenue Certificate, require that [**] for determination in which case any referral shall be deemed a joint referral by the Sellers and the Buyer. [**] and any other matter referred to them shall be provided to the Buyer and the Sellers within 14 days of receipt of the Notice. If no Notice is served the IOI Revenue Certificate shall be deemed agreed by the Sellers.

6.3

If the Sellers continue to dispute the IOI Certificate by notifying the Buyer in writing, within 7 days of receipt of the Buyer's Auditors determination, requiring that the calculation of European IOI Revenue and the Global IOI Revenue be reviewed, the dispute will be referred to the Independent Accountants (acting as experts) in which case the referral shall be deemed a joint referral by the Sellers and the Buyer. If no such notice is served the decision of the Buyer's Auditors shall be deemed agreed by the Sellers. The Sellers shall be responsible for the costs of the Independent Accountants, save where the Independent Accountants determine that the Sellers are entitled to such sums which exceed those set out in the IOI Certificate. The decision of the Independent Accountants on the level of European IOI Revenue and the Global IOI Revenue and any other matter referred to them shall (except in the case of manifest error) be final and binding on the Sellers and the Buyer.

6.4	The Buyer shall procure that the Independent Accountants and the Sellers are each given access to all working papers prepared by the Company and the Subsidiary Undertaking or on their behalf and given any information and explanations they may reasonably request.

6.5	Upon the European IOI Revenue and the Global IOI Revenue being determined by the Buyer's Auditors or the Independent Accountants in accordance with this schedule, the Buyer shall notify the Sellers.

Appendix 1

Confidential Materials omitted and filed separately with the Securities and Exchange Commission.

[**]

Schedule 7

Relevant Competitors

[**]

Schedule 8

Bank Balance Figures

Description	GBP
Starting Bank Balance	[]**
Outstanding Invoices	[**]

Accrued payables
Outstanding Creditors	[**]
Tax Provision 2007	[**]
Tax Provision Q1 2008	[**]
VAT Payable Apr 2008	[**]
VAT Provision Mar 2008	[**]
PAYE/NI	[**]
Ending Bank Balance	[]**

Dividend at Close	[**]
Profit left in the company	[]**

Actual Closing Bank Balance	[]**
assuming we pay no-one, and no-one pays us

SIGNED by	)
KARL SPENCER BREEZE	)
in the presence of	)	/s/ K. Breeze
	)	Karl Spencer Breeze

SIGNED by	)
AMY JANE MUDDIMER	)
in the presence of	)	/s/ A.J. Muddimer
	)	Amy Jane Muddimer

SIGNED by	)
PAUL DENBY SCOTT	)
in the presence of	)	/s/ Paul Scott
	)	Paul Denby Scott

SIGNED by	)
ANDREW SOUTHON	)
in the presence of	)	/s/ Andrew Southon
	)	Andrew Southon

SIGNED by	)
MATTHEW GEORGE BARKWAY	)
in the presence of	)	/s/ Matthew Barkway
	)	Matthew George Barkway

SIGNED by	)
duly authorised on behalf of	)	/s/ Christopher G. Smith	/s/ Paul Kelly
		Christopher G. Smith	Paul Kelly
NYFIX GLOBAL SERVICES, LIMITED	)

SIGNED by	)
duly authorised on behalf of	)	/s/ Steven R. Vigliotti
NYFIX, INC	)	Steven R. Vigliotti

100

Delaware (State or other jurisdiction of incorporation or organization)	06-1344888 (I.R.S. Employer Identification Number)
100 Wall Street New York, New York (Address of principal executive offices)	10005 (Zip code)

		Page
PART I - FINANCIAL INFORMATION
Item 1.	Unaudited Financial Statements
	Condensed Consolidated Balance Sheets as of March 31, 2008 and December 31, 2007	4
	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2008 and 2007	5
	Condensed Consolidated Statement of Changes in Stockholders’ Equity and Comprehensive Income (Loss) for the Three Months Ended March 31, 2008	6
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2008 and 2007	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31
Item 4.	Controls and Procedures	31

PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	32
Item 1A.	Risk Factors	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32
Item 3.	Defaults Upon Senior Securities	32
Item 4.	Submission of Matters to a Vote of Security Holders	32
Item 5.	Other Information	32
Item 6.	Exhibits	33
	Signatures	34

	March 31,			December 31,
	2008			2007
	(Unaudited)			(Audited)
Assets
Current assets:
Cash and cash equivalents	$	57,642		$	75,657
Accounts receivable, less allowances of $226 and $282, respectively		16,444			14,609
Clearing assets		729,266			483,867
Prepaid expenses and other current assets		7,693			7,900
Total current assets		811,045			582,033
Property and equipment, net of accumulated depreciation and amortization of $39,529 and $37,984, respectively		22,284			21,478
Capitalized software costs, net of accumulated amortization of $16,067 and $15,755, respectively		6,720			5,789
Goodwill		57,322			57,401
Acquired intangible assets, net of accumulated amortization of $11,074 and $10,967, respectively		3,601			3,708
Other assets, net		860			1,745
Total assets	$	901,832		$	672,154

Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued expenses	$	29,143		$	39,163
Clearing liabilities		725,382			483,600
Current portion of capital lease obligations		725			923
Current portion of other long-term liabilities		1,489			1,564
Deferred revenue		4,551			4,648
Total current liabilities		761,290			529,898
Long-term portion of capital lease obligations		431			550
Long-term debt		9,949			9,941
Other long-term liabilities		1,343			2,354
Total liabilities		773,013			542,743
Commitments and contingencies
Stockholders' equity:
Preferred stock, $1.00 par value; 5,000,000 shares authorized:
Series A, none issued		-			-
Series B Voting Convertible, 1,500,000 shares issued and outstanding; liquidation preference of $76,313 at March 31, 2008		62,092			62,092
Series C Non-Voting Convertible, none issued		-			-
Common stock, $0.001 par value; 100,000,000 shares authorized; 38,373,268 and 37,725,758 shares issued, respectively		266,262			261,307
Preferred stock dividend distributable, 525,000 common shares		-			2,441
Accumulated deficit		(186,949	)		(183,232	)
Treasury stock, 923,108 and 906,826 shares, respectively, at cost		(12,600	)		(13,194	)
Accumulated other comprehensive income (loss)		14			(3	)
Total stockholders' equity		128,819			129,411
Total liabilities and stockholders' equity	$	901,832		$	672,154

	Three Months Ended March 31,
	2008			2007

Revenue:
Subscription and maintenance	$	17,518		$	17,274
Transaction		13,268			9,776
Product sales and services		621			680
Total revenue		31,407			27,730

Cost of revenue:
Subscription and maintenance		7,651			8,546
Transaction		6,412			5,401
Product sales and services		81			387
Total cost of revenue		14,144			14,334

Gross profit		17,263			13,396

Operating expense:
Selling, general and administrative		20,396			16,878
SEC investigation, restatement and other related expenses		137			3,593
Depreciation and amortization		447			282
Restructuring charge		(158	)		-

Loss from operations		(3,559	)		(7,357	)

Interest expense		(211	)		(136	)
Investment income		546			1,227
Other expense, net		-			(15	)
Loss before income tax provision		(3,224	)		(6,281	)
Income tax provision		128			47
Net loss		(3,352	)		(6,328	)
Accumulated preferred dividends		(1,142	)		(1,717	)
Loss applicable to common stockholders	$	(4,494	)	$	(8,045	)

Basic and diluted loss per common share (net of accumulated preferred dividends)	$	( 0.12	)	$	( 0.22	)

Basic and diluted weighted average common shares outstanding		37,312			35,767

	Series B Voting Convertible preferred				Preferred stock														Accumulated other			Total
	stock issued				dividend			Common stock issued					Accumulated			Treasury			comprehensive			stockholders'
	Shares		Amount		distributable			Shares		Amount			deficit			stock			income (loss)			equity
Balance December 31, 2007		1,500,000	$	62,092	$	2,441			37,725,758	$	261,307		$	(183,232	)	$	(13,194	)	$	(3	)	$	129,411
Comprehensive loss:
Net loss		-		-		-			-		-			(3,352	)		-			-			(3,352	)
Foreign currency translation adjustment		-		-		-			-		-			-			-			17			17
Total comprehensive loss		-		-		-			-		-			-			-			-			(3,335	)
Issuance of common stock for restricted stock units settled in shares		-		-		-			122,510		-			-			-			-			-
Common shares issued in payment of preferred stock dividend		-		-		(2,441	)		525,000		2,441			-			-			-			-
Issuance of shares from treasury stock pursuant to employment agreement		-		-		-			-		(300	)		(365	)		665			-			-
Purchase of treasury shares (16,282 shares)		-		-		-			-		-			-			(71	)		-			(71	)
Contingent conversion price adjustment related to convertible notes		-		-		-			-		14			-			-			-			14
Stock-based compensation expense		-		-		-			-		2,800			-			-			-			2,800
Balance March 31, 2008		1,500,000	$	62,092	$	-			38,373,268	$	266,262		$	(186,949	)	$	(12,600	)	$	14		$	128,819

Options	Shares			Weighted average exercise price		Weighted average remaining contractual term (years)		Aggregate intrinsic value (000's)

Outstanding at beginning of the year		8,739,684		$	5.98
Granted		801,000		$	3.88
Exercised		-			-
Cancelled		(189,898	)	$	5.53

Outstanding at end of the period		9,350,786	(1)	$	5.81		8.5	$	681

Exercisable at end of the period		3,622,910	(1)	$	7.91		6.8	$	291

Restricted Stock Units	Shares			Weighted average grant date fair value		Aggregate intrinsic value ($000's) (1)

Outstanding at beginning of the year		768,250		$	4.60
Granted		164,500		$	3.76
Settled with shares		(122,510	)	$	4.60	$	479
Cancelled		(40,375	)	$	4.60
Outstanding at end of the period		769,865		$	4.42

	Three Months Ended March 31,
(in thousands, except per share amounts)	2008			2007
Net loss	$	(3,352	)	$	(6,328	)
Less: Accumulated preferred dividends		(1,142	)		(1,717	)
Loss applicable to common stockholders, basic and diluted	$	(4,494	)	$	(8,045	)

Basic and diluted loss per common share	$	(0.12	)	$	(0.22	)

Weighted average common shares outstanding (1):
Basic and diluted shares		37,312			35,767

Potentially dilutive securities (2):
Outstanding time-based stock options (3)		9,351			2,868
Outstanding time-based restricted stock units (3)		770			-
Warrants (3)		2,250			2,250
Convertible note(s) (3)		1,773			1,325
Convertible preferred stock (3)		15,000			15,000

	March 31,		December 31,
(in thousands)	2008		2007
Accounts payable	$	14,257	$	16,369
Taxes, other than income and payroll taxes		316		439
Compensation and related		5,321		12,629
Modification of stock-based awards		370		370
Deferred insurance proceeds (Note 10)		5,000		-
Purchase price payable for minority interests		2,617		7,273
Other		1,262		2,083
Total accounts payable and accrued expenses	$	29,143	$	39,163

	Three Months Ended
	March 31,
(in thousands)	2008			2007
Interest earned	$	2,918		$	3,652
Interest incurred		(2,653	)		(3,341	)
Net	$	265		$	311

(in thousands)	Lease costs, net of sublease income			Severance			Total

2004 restructuring costs
Remaining liability at December 31, 2007	$	643		$	-		$	643
Cash payments		1			-			1
Non-cash charges and other		12			-			12
Remaining liability at March 31, 2008		656			-			656

2006 restructuring costs
Remaining liability at December 31, 2007		998			-			998
Lease termination fee		(514	)		-			(514	)
Cash payments		(22	)		-			(22	)
Restructuring charge reversal		(471	)		-			(471	)
Non-cash charges and other		9			-			9
Remaining liability at March 31, 2008		-			-			-

2007 restructuring costs
Remaining liability at December 31, 2007		-			293			293
Restructuring charge		-			314			314
Cash payments		-			(129	)		(129	)
Remaining liability at March 31, 2008		-			478			478

Total restructuring liability at March 31, 2008	$	656		$	478			1,134

Less: current portion								(827	)
Long-term portion							$	307

(in thousands)	FIX Division		Transaction Services Division			OMS Division			Corporate & Other (1)			Total
March 31, 2008
Revenue - external customers	$	15,375	$	14,370		$	1,662		$	-		$	31,407
Revenue (cost of revenues), net - intersegment		760		(977	)		217			-			-
Net revenue		16,135		13,393			1,879			-			31,407
Operating income (loss) (2)		2,186		(1,071	)		(2,689	)		(1,985	)		(3,559	)

March 31, 2007
Revenue - external customers	$	13,309	$	11,014		$	3,407		$	-		$	27,730
Revenue (cost of revenues), net - intersegment		570		(808	)		238			-			-
Net revenue		13,879		10,206			3,645			-			27,730
Operating income (loss) (2)		1,563		873			(4,228	)		(5,565	)		(7,357	)

	Three Months Ended March 31,
(in thousands, except percentages)	2008			% of revenue			2007			% of revenue
Revenue:
Subscription and maintenance	$	17,518			56	%	$	17,274			62	%
Transaction		13,268			42	%		9,776			35	%
Product sales and services		621			2	%		680			2	%
Total revenue		31,407			100	%		27,730			100	%
Cost of revenue:
Subscription and maintenance (1)		7,651			24	%		8,546			31	%
Transaction (1)		6,412			20	%		5,401			19	%
Product sales and services (1)		81			0	%		387			1	%
Total cost of revenue		14,144			45	%		14,334			52	%
Gross profit		17,263			55	%		13,396			48	%
Operating expense:
Selling, general and administrative (1)		20,396			65	%		16,878			61	%
SEC investigation, restatement and other related expenses (1)		137			0	%		3,593			13	%
Depreciation and amortization		447			1	%		282			1	%
Restructuring charge		(158	)		-1	%		-			0	%
Loss from operations		(3,559	)		-11	%		(7,357	)		-27	%
Interest expense		(211	)		-1	%		(136	)		0	%
Investment income		546			2	%		1,227			4	%
Other expense, net		-			0	%		(15	)		0	%
Loss before income tax provision		(3,224	)		-10	%		(6,281	)		-23	%
Income tax provision		128			0	%		47			0	%
Net loss		(3,352	)		NM			(6,328	)		NM
Accumulated preferred dividends		(1,142	)		NM			(1,717	)		NM
Loss applicable to common stockholders	$	(4,494	)		NM		$	(8,045	)		NM

NM - not meaningful
Percentage sub-totals may not add due to rounding
(1) Stock-based compensation expense included in the respective line items above follows:
Cost of revenue:
Subscription and maintenance	$	130					$	10
Transaction		53						-
Product sales and services		3						1
Selling, general and administrative		2,614						98
SEC investigation, restatement and other related expenses (a)		-						(11	)
	$	2,800					$	98

	Three Months Ended March 31,				Increase (Decrease)
(in thousands, except percentages)		2008		2007		$		%
Subscription and maintenance	$	17,518	$	17,274	$	244		1%
Transaction		13,268		9,776		3,492		36%
Product sales and services		621		680		(59	)	-9%
Total revenue	$	31,407	$	27,730	$	3,677		13%

	Three Months Ended March 31,						Increase (Decrease)
(in thousands)	2008			2007			$
Interest expense	$	(211	)	$	(136	)	$	75
Investment income		546			1,227			(681	)
Other expense, net		-			(15	)		15

	March 31,		December 31,
(in thousands)	2008		2007
Securities borrowed	$	716,764	$	480,884
Securities failed-to-deliver		6,057		664
Deposits with clearing organizations and others		1,768		1,049
Receivables from clearing organizations and firms		4,677		1,270
Total clearing broker assets	$	729,266	$	483,867

Securities loaned	$	717,556	$	482,959
Securities failed-to-receive		2,997		641
Payables to clearing organizations and firms		4,829		-
Total clearing broker liabilities	$	725,382	$	483,600

	As of
	March 31,		December 31,
(in thousands)	2008		2007
Cash and cash equivalents	$	57,642	$	75,657

Exhibit No.		Description of Exhibit

*10.1 †		Agreement for the Sale and Purchase of the entire issued share capital of FIXCITY, LTD dated April 4, 2008

*10.2		NYFIX, Inc. 2008 Annual Incentive Plan

*31.1		Certification of Chief Executive Officer pursuant to Rules 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

*31.2		Certification of Chief Financial Officer pursuant to Rules 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

*32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

	NYFIX, INC.

May 12, 2008	/s/ P. Howard Edelstein
	P. Howard Edelstein
	President and Chief Executive Officer

May 12, 2008	/s/ Steven R. Vigliotti
	Steven R. Vigliotti
	Chief Financial Officer

	Corporate			Division/Functional Group			Individual
CEO		90	%					10	%
Functional Group Heads		60	%		30	%		10	%
Functional Group Managers		40	%		40	%		20	%
Business Division Heads		50	%		40	%		10	%
Business Division Managers		40	%		40	%		20	%
Other Participants		20	%		40	%		40	%

By:	/ S / P. Howard Edelstein
P. Howard Edelstein
President and Chief Executive Officer

By:	/ S / Steven R. Vigliotti
Steven R. Vigliotti
Chief Financial Officer