EXHIBIT
      10.54

     

    EMPLOYMENT
      AGREEMENT

     

    AGREEMENT
      made and effective as of the 25th day of May, 2006 (the "Effective Date") by
      and
      between NYFIX, INC. a Delaware corporation with its principal office at 100
      Wall
      Street, New York, NY 10005, and Donald Henderson, residing at
      ____________________ (hereinafter "Executive").

     

    In
      consideration of employment by NYFIX, Inc., a Delaware corporation, or any
      subsidiary or affiliate of NYFIX, Inc. (collectively, "NYFIX," "Employer" or
      the
      "Company") and services therein rendered, the undersigned Executive and NYFIX
      hereby agree as follows:

     

    1. Employment.

     

    The
      Company agrees to employ Executive, and Executive agrees to enter the employ
      of
      the Company for the period stated in Section 3 hereof and upon the other terms
      and conditions set forth herein.

     

    2. Position
      and Responsibilities.

     

    During
      the period of employment hereunder (the "Employment Period"), Executive agrees
      to serve as Chief Technology Officer of the Company. The Executive shall have
      the full responsibilities and authority consistent with such position and report
      to the Chief Executive Officer ("CEO") of the Company.

     

    3. Term
      of Employment.

     

    The
      Employment Period shall be deemed to have commenced as of May 25, 2006 and
      shall
      continue until December 31, 2007 unless further extended as provided in this
      Section 3 or sooner terminated as provided in Section 19. Provided no earlier
      termination pursuant to Section 19 has occurred, commencing on January 1, 2008,
      and on each successive anniversary thereafter, the Employment Period shall
      be
      automatically extended for one additional calendar year, subject to termination
      during such additional calendar year as provided in Section 19, unless written
      notice, given at least 60 days prior to the beginning of such additional
      calendar year, is provided by either party to the other that the term of the
      Executive's employment hereunder (the "Contract Term") will not be so extended.
      

     

    4. Duties.

     

    Except
      as
      otherwise provided herein and except for illness, permitted vacation periods
      and
      permitted leaves of absence as otherwise approved by the Chief Executive Officer
      of the Company (the "CEO"), the Executive agrees that during the term of his
      employment hereunder he shall devote substantially his full business time,
      efforts, skill and abilities to the business of the Company in accordance with
      the reasonable directions and orders of the CEO and will use his best efforts
      to
      promote the interests of the Company.

     

    
      
         

      

      
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    5. Vacation.

     

    In
      addition to paid holidays, as defined by the Company's holiday schedule,
      Executive shall be eligible for four weeks paid vacation during each year of
      the
      Employment Period, with vacation accruing on a prorata basis during each pay
      period. All vacation periods shall be scheduled at the convenience of the
      Employer.

     

    6. Compensation.

     

    
      	 	
              (a)

            	
              Base
                Salary and Annual Bonus.
                Employer shall pay Executive as compensation for Executive's services
                hereunder a total annual Base Salary of $350,000.00, pro-rated to
                the
                extent Executive has not worked for all of _________ 2006, plus an
                Annual
                Bonus calculated under the NYFIX Partnership Incentive Plan with
                a target
                amount of 50%. The Annual Bonus, if any, is payable in cash upon
                the
                earlier of (i) the filing of NYFIX's Annual Report for the year ended
                December 31, 2006; or (ii) the 15th
                day of the third month following the end of the calendar year in
                which it
                is earned. 

            


    

     

    
      	 	
              (b)

            	
              Other
                Compensation.
                The Company may extend special bonuses or incentives which could
                include
                equity or equity related compensation awards (stock options, restricted
                stock, restricted stock units, phantom stock, stock appreciation
                rights,
                etc.). The granting of equity and equity related compensation awards
                to
                the Executive under an equity incentive plan adopted by the NYFIX
                Board of
                Directors and approved by the NYFIX stockholders (the "Plan"), shall
                (i)
                be made at the same time the Board of Directors makes its first grant
                under the Plan after the Effective Date of this Agreement to seven
                or more
                most highly compensated senior executives other than the CEO and
                (ii) be
                in an amount and form of equal or greater value at the time of the
                grant
                than that granted under the Plan to the senior executive, other than
                the
                CEO, with the sixth highest grant under the Plan (in terms of value
                at the
                time of grant). Any equity and equity related compensation awards
                shall be
                subject to the terms of the Plan and award agreements under which
                they are
                granted. 

            


    

     

    
      	 	
              (c)

            	
              Benefits.
                Executive shall be entitled to participate in all such benefit plans
                and
                payroll practices, in accordance with the terms thereof, as may from
                time
                to time be generally made available to the Company's senior executives
                (including without limitation - health/medical insurance plans, dental
                insurance plan, life insurance plan, disability insurance plan, 401(k)
                and
                other pension and retirement plan arrangements).
                

            


    

     

    
      
         

      

      
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    7. Payment
      Terms. 

     

    The
      salary payment shall be made in accordance with the usual payroll system of
      the
      Company, presently bi-weekly. 

     

    8. Reimbursement
      of Expenses. 

     

    Employer
      shall pay or reimburse Executive for all reasonable travel and other expenses
      incurred by Executive in performance of Executive's obligations under this
      Agreement, provided that such expenses are incurred in accordance with the
      policies and procedures established by the Company. Such payments or
      reimbursements will be made in accordance with the Company's reimbursement
      policy for senior executives.

     

    9. Non-Competition.

     

    Except
      as
      required in the performance of his duties under this Agreement, Executive will
      not: during any period he is performing services hereunder; and (x) for the
      first six (6) months following the termination of employment by the Executive
      for Good Reason due to a Change in Control; or (y) for the lesser of one year
      following termination or the length of time the Executive is entitled to payment
      under Section 20, either directly or indirectly in any capacity or manner,
      without NYFIX prior written approval:

     

    
      	 	
              (a)

            	
              engage
                in any activity or employment where it could be reasonably anticipated
                that Executive would or would be required or expected to use or disclose
                any Confidential Information (as defined in Section 10(d) below)
                of
                NYFIX;

            


    

     

    
      	 	
              (b)

            	
              engage
                in activity or employment with any of the following companies: Thomson
                Financial Services' Trade Route or autex, Transaction Network Services
                (TNS), Radianz, or Liquidnet, or any successor-in-interest of any
                of
                them;

            


    

     

    
      	 	
              (c)

            	
              solicit
                business or accept orders for products and services competitive with
                NYFIX
                products and services from any NYFIX client or prospective client
                with
                whom Executive dealt, directly or indirectly, during the Employment
                Period; 

            


    

     

    
      	 	
              (d)

            	
              develop,
                test or provide customer support for products or services competitive
                with
                NYFIX products and services; or

            


    

     

    
      
         

      

      
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              (e)

            	
              (i) hire
                any person who was employed by NYFIX at any time during the last
                six
                months of the Employment Period; (ii) directly or indirectly induce
                or attempt to induce, solicit or encourage any person to leave then
                current employment with NYFIX; or (iii) advise or counsel any person,
                other than NYFIX, with respect to the identity or skill set of anyone
                who
                was employed by NYFIX at any time during the last six months of the
                Employment Period.

            


    

     

    10. Non-Disclosure
      of Information.

     

    
      	 	
              (a)

            	
              Executive
                acknowledges that NYFIX's trade secrets, NYFIX's specific combination
                of
                use of third-party parts, proprietary technology and software,
                information
                of NYFIX's partners, customers, and suppliers, and
                other Confidential Information as may be shared with Executive are
                valuable and unique assets of NYFIX or such providing party. NYFIX
                and
                Executive recognize that access to and knowledge of NYFIX's Confidential
                Information are essential to Executive's duties as a NYFIX
                Executive.

            


    

     

    
      	 	
              (b)

            	
              Executive
                agrees that he will not, during the Employment Period or at any time
                thereafter, except as required in the performance of Executive's
                duties
                hereunder, or as agreed to in a prior writing signed by an authorized
                representative of NYFIX, Inc. or as may be required by law or legal
                process: (i) disclose any such Confidential Information to any person,
                firm, corporation, or other entity for any reason or purpose whatsoever;
                (ii) copy any NYFIX Confidential Information; or (iii) make use of
                any
                such Confidential Information for Executive's own purposes or for
                the
                benefit of any person, firm, corporation, or other entity, other
                than
                NYFIX, under any circumstances during or after the Employment
                Period.

            


    

     

    
      	 	
              (c)

            	
              On
                written request made by NYFIX, Executive agrees to promptly return
                or
                destroy (at NYFIX's option) all originals and copies of any NYFIX
                Confidential Information and shall confirm in writing that this has
                been
                done and that no other Confidential Information or copies thereof
                exist
                under Executive's control.

            


    

     

    
      	 	
              (d)

            	
              The
                term "Confidential Information" shall mean trade secrets, confidential
                knowledge, proprietary information and any other nonpublic data of
                the
                Company, its partners, customers, or suppliers. 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; and (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 information regarding
                the
                skills and compensation of any other employee of the Company.
                

            


    

     

    
      
         

      

      
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    11. The
      Company's Right to Inventions.

     

    
      	 	
              (a)

            	
              Executive
                shall promptly disclose, grant and assign to the Company for its
                sole use
                and benefit any and all inventions, improvements, technical information,
                methods and suggestions related to financial instruments or financial
                markets, or technology related to either of them, made, conceived,
                reduced
                to practice or learned by Executive, either alone or jointly with
                others,
                which Executive may acquire or develop (whether or not during usual
                working hours) during the Employment Period ("Company Inventions"),
                and
                all patent rights, copyrights, trade secret rights and all other
                rights
                throughout the world (collectively, "Proprietary Rights") related
                to
                Company Inventions, whether or not such Company Inventions are patentable
                or registrable under copyright or similar statutes, together with
                all
                patent applications, patents, copyrights and reissues thereof that
                may at
                any time be granted for or upon any such Company Inventions. Executive
                acknowledges that all original works of authorship which are made
                by
                Executive (solely or jointly with others) within the scope of his
                employment and which are protectable by copyright are "works made
                for
                hire," as that term is defined in the United States Copyright Act
                (17
                U.S.C., Section 101).

            


    

     

    
      	 	
              (b)

            	
              In
                connection with the Company Inventions:


            


    

     

    
      	 	
              (i)

            	
              Executive
                shall without charge, but at the expense of the Company, promptly
                execute
                and deliver such applications, assignments and other instruments
                as may be
                reasonably necessary or proper to vest title to any Company Inventions
                and
                related Proprietary Rights in the Company and to enable it to obtain
                and
                maintain the entire right and title thereto throughout the world;
                and
                

            


    

     

    
      	 	
              (ii)

            	
              Executive
                shall provide to the Company at its expense (including a reasonable
                payment for the time involved if Executive is not then an Executive)
                all
                reasonable assistance to prosecute its Proprietary Rights, or to
                prosecute
                or defend any litigation or other matter relating to such Proprietary
                Rights or Company Inventions. 

            


    

     

    
      
         

      

      
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              (c)

            	
              Executive
                will assist the Company in obtaining and enforcing United States
                and
                foreign Proprietary Rights relating to Company Inventions in any
                and all
                countries. To that end Executive will execute, verify and deliver
                such
                documents and perform such other acts (including appearances as a
                witness)
                as the Company may reasonably request for applying for, obtaining,
                sustaining and enforcing such Proprietary Rights and the assignment
                thereof. In addition, Executive will execute, verify and deliver
                assignments of such Proprietary Rights to the Company or its designee.
                Executive will assist the Company with respect to Proprietary Rights
                relating to such Company Inventions in any and all countries during
                and
                after the Employment Period, and the Company shall compensate Executive
                at
                a reasonable rate for time actually spent by Executive after the
                Employment Period providing such
                assistance.

            


    

     

    
      	 	
              (d)

            	
              If
                the Company is unable to obtain Executive's signature on any document
                related to Company Inventions or Proprietary Rights, Executive hereby
                designates the Company and its duly authorized agents as Executive's
                attorney in fact, to execute, verify and file for Executive any such
                documents and to do all other acts related to Company Inventions
                or
                Proprietary Rights with the same legal effect as if executed or done
                by
                Executive. This power of attorney shall be deemed coupled with an
                interest
                and shall be irrevocable. Executive hereby waives and quitclaims
                to the
                Company any and all claims, of any nature whatsoever, which Executive
                now
                has or may hereafter have for infringement of any Proprietary Rights
                assigned hereunder to the Company.

            


    

     

    12. Obligation
      to Keep Company Informed. 

     

    During
      the Employment Period and for a period of one (1) year thereafter, Executive
      will promptly disclose to the Company fully and in writing and will hold in
      trust for the sole benefit of the Company any and all Company Inventions. In
      addition, Executive will promptly disclose to the Company all patent
      applications filed by him within one (1) year after the Employment Period that
      relate to Executive's employment with the Company.

     

    13. Prior
      Inventions.
      

     

    Any
      Inventions that Executive made before the Employment Period are excluded from
      this Agreement. To avoid uncertainty, Executive lists in Exhibit "A" all
      Inventions that Executive has, alone or with others, made before the Employment
      Period, that Executive considers to be his property or the property of third
      parties and that Executive wishes to have excluded from this Agreement. If
      disclosure of an invention on Exhibit A would cause Executive to violate any
      prior confidentiality agreement, Executive understands that he is not to list
      that invention in Exhibit A but is to inform the Company that Executive has
      not
      listed all inventions for that reason.

     

    
      
         

      

      
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    14. No
      Improper Use Of Materials. 

     

    During
      the Employment Period, Executive will not improperly use or disclose any
      confidential information or trade secrets, if any, of any former employer or
      other person to whom Executive has an obligation of confidentiality, and
      Executive will not bring onto the premises of the Company any unpublished
      documents or any property belonging to any former employer or other person
      to
      whom Executive has an obligation of confidentiality unless consented to in
      writing by that former employer or person.

     

    15. No
      Conflicting Obligation. 

     

    Executive
      represents that his or her performance under this Agreement and as a Company
      Executive does not and will not breach any non-compete agreement, any
      non-solicitation agreement or any confidentiality agreement covering information
      that Executive acquired before the Employment Period. Executive has not entered
      into and will not enter into any oral or written agreement in conflict
      herewith.

     

    16. Return
      of Company Documents. 

     

    When
      Executive leaves the employ of the Company, Executive will deliver to the
      Company all materials, including copies, acquired during the Employment Period
      pertaining to the Company or its business, whether or not such materials contain
      or disclose Confidential Information. 

     

    17. Legal
      and Equitable Remedies. 

     

    Because
      Executive's services are personal and unique and because Executive may have
      access to and become acquainted with Company Confidential Information, the
      Company shall have the right to enforce the provisions of this Agreement by
      injunction or other equitable relief, without bond and without prejudice to
      any
      other rights and remedies that the Company may have for a breach of this
      Agreement, which Executive acknowledges will result in irreparable harm to
      the
      Company.

     

    
      
         

      

      
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    18. Indemnification.
      

     

    EXECUTIVE
      SHALL INDEMNIFY THE COMPANY FULLY AGAINST ALL LOSSES, LIABILITIES, COSTS
      (INCLUDING LEGAL COSTS) AND EXPENSES THAT THE COMPANY MAY INCUR AS A RESULT
      OF
      ANY BREACH (INCLUDING A BREACH ARISING AS A RESULT OF NEGLIGENCE) OF EXECUTIVE'S
      OBLIGATIONS SET FORTH UNDER SECTIONS 9, 10, 11, 14 AND 15 OF THIS AGREEMENT.
      The
      Company shall (i) indemnify the Executive to the full extent permitted by law
      for all expenses, costs, liabilities and legal fees which the Executive may
      incur in the discharge of his duties hereunder; (ii) reimburse the Executive
      for
      any reasonable legal fees and expenses incurred by the Executive in contesting
      or disputing any termination of the Executive's employment hereunder or in
      seeking to obtain or enforce any right or benefit provided by this Agreement,
      but only if the Executive shall prevail with respect to the preponderance of
      the
      matters at issue; and (iii) provide the Executive with the same coverage
      afforded directors and other officers under a director's and officer's liability
      insurance policy. The payments under (ii) above shall be made within thirty
      (30)
      days after the Executive's request for payment is received by the Company
      accompanied with such evidence of his having prevailed (as described above)
      and
      such evidence of the fees and expenses incurred as the Company may reasonably
      require.

     

    19. Termination.
      

     

    
      	 	
              (a)

            	
              (a)
                This Agreement may be terminated by either party at any time upon
                thirty
                (30) days written notice, except that the Company may terminate this
                Agreement immediately for Cause. 

            


    

     

    
      	 	
              (b)

            	
              (b)
                Notwithstanding Section 19(a), Executive acknowledges that he or
                she is
                responsible for any disclosure or use of Confidential Information
                that
                results from Executive's failure to comply with the provisions of
                Section
                10 and that such failure to comply is grounds for disciplining Executive
                up to and including immediate termination of Executive's employment
                with
                the Company without prior notice. 

            


    

     

    20. Compensation
      Upon Termination

     

    
      	 	
              (a)

            	
              If
                during the Employment Period the Executive's employment is terminated
                (A)
                by the Company other than for Cause or (B) by the Executive for Good
                Reason: the Company shall continue to pay to the Executive (or his
                legal
                representatives or estate) his Base Salary then in effect for the
                remainder of the Contract Term, or if greater, a period of one
                year.

            


    

     

    
      
         

      

      
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              (b)

            	
              Notwithstanding
                the provisions of subsection 20(a), if during the Employment Period
                the
                Executive's employment is terminated by the Company other than for
                Cause
                or by the Executive for Good Reason within twelve months after a
                Change in
                Control, the Company shall pay the Executive in three equal successive
                monthly payments, commencing on the first day of the month following
                termination of employment that in the aggregate are equal to either
                (1)
                three times the sum of (x) the Executive's annualized Base Salary
                then in
                effect and (y) annualized target Annual Bonus (or the actual Annual
                Bonus
                earned by the Executive during the immediately preceding year, determined
                on an annualized basis, if greater than the target Annual Bonus)
                (the sum
                of (x) and (y) hereinafter being referred to as the "Change in Control
                Amount") should such termination occur at a time when the Company
                has not
                made equity grants to the Executive or the Executive is not at least
                50%
                vested in all of such grants that have been made to him prior to
                the
                Change in Control; or (2) two times the Change in Control Amount
                should
                such termination occur at a time when the Company has made equity
                grants
                to the Executive and the Executive is at least 50% vested in all
                such
                grants that have been made to him prior to the Change in Control.
                The
                timing for any payment provided for in this paragraph shall be subject
                to
                the provisions of Section 27 of this Agreement. For purposes of Section
                20(b)(i)(1) or (2), a grant made prior to a Change in Control, including
                one for which Executive receives the stock of an acquirer in a Change
                of
                Control, shall be deemed to be vested as of termination of Executive's
                employment after the Change in Control where vesting of such grant
                continues to occur after such termination.   

            


    

     

    
      	 	
              (c)

            	
              For
                twelve (12) months following termination of employment, Executive
                shall be
                entitled to coverage at Company's sole expense under all medical,
                dental
                and life insurance benefit programs that the Company generally makes
                available to its employees and senior executives during such twelve-month
                period, provided that the Executive's participation is possible under
                the
                general terms and provisions of such plans and programs.
                

            


    

     

    
      	 	
              (d)

            	
              The
                Executive's right to exercise and/or the Executive's vesting in equity
                or
                equity related compensation awards shall continue during the period
                of the
                Consultancy Agreement referred to in Section 28, to the extent permitted
                under the applicable Plan, and management will make all reasonable
                efforts
                to see that any such Plan so provides. The amount of any payment
                or
                benefit provided for the Executive hereunder shall not be reduced
                by
                retirement benefits or by offset against any amount claimed to be
                owed by
                the Executive to the Company. Furthermore, the Executive shall not
                be
                required to mitigate the amount of any payment provided for the Executive
                by seeking other employment or otherwise, nor, shall the amount of
                any
                payment or benefit provided for the Executive hereunder be reduced
                by any
                compensation earned by the Executive as a result of employment by
                another
                employer (provided such employment does not violate the provisions
                of
                Section 9 of this Agreement).

            


    

     

    
      
         

      

      
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              (e)

            	
              For
                purposes of this Agreement, the occurrence of a Change in Control
                event
                shall be certified objectively by the CEO of the Company solely on
                a
                ministerial basis based on the definitions provided in subsection
                (h) of
                this Section 20 and such certification shall not involve any discretionary
                authority.

            


    

     

    
      	 	
              (f)

            	
              For
                purposes of this Agreement, "Cause" means any of the following: (i)
                a
                material breach by the Executive of any of the material obligations
                to
                which he is subject under this Agreement; (ii) Executive engaging
                in
                willful misconduct which is materially injurious to the Company,
                its
                customers or suppliers; or (iii) Executive engaging in any act of
                fraud or
                other conduct which would constitute a felony under federal or state
                law.

            


    

     

    
      	 	
              (g)

            	
              The
                Executive shall have "Good Reason" for terminating his employment
                with the
                Company under this Agreement if either or both of the following
                occur:

            


    

     

    
      	 	
              (i)

            	
              a
                material reduction by the Company in the Executive's Base Salary
                or the
                minimum target amount of the Annual Bonus without the Executive's
                prior
                written consent, unless the material reduction in the minimum target
                amount of the Annual Bonus is proportionate with the reduction in
                such
                minimum target amount for other senior executives;
                or

            


    

     

    
      	 	
              (ii)

            	
              there
                is a change in the Executive's status or reporting responsibilities
                that
                does not reflect a promotion, and a material reduction by the Company
                in
                the Executive's total cash compensation (Base Salary and the minimum
                target amount of the Annual Bonus), without the Executive's prior
                written
                consent as long as notification of intent to terminate employment
                for Good
                Reason by the Executive to NYFIX or the successor Employer, in the
                event
                of a Change in Control, occurs within no more than 1 year after the
                change
                in such status or reporting
                responsibilities.

            


    

     

    
      
         

      

      
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              (h)

            	
              For
                purposes of this Agreement, "Change in Control" means any of the
                following
                events:

            


    

     

    
      	 	
              (i)

            	
              A
                change in the ownership of the Company. A change in ownership of
                the
                Company occurs on the date that any one person, or more than one
                person
                acting as a group (as defined in regulations under Section 409A of
                the
                Internal Revenue Code of 1986, as amended (the "Code")) acquires
                ownership
                of stock of the Company that, together with stock held by such person
                or
                group, constitutes more than 50% of the total fair market value or
                total
                voting power of the stock of the Company. However, if any one person,
                or
                more than one person acting as a group is considered to own more
                than 50%
                of the total fair market value or total voting power of the stock
                of the
                Company, the acquisition of additional stock by the same person or
                persons
                shall not be considered to cause a change in ownership of the Company
                (or
                to cause a change in effective control of the Company within the
                meaning
                of subparagraph (ii) below). An increase in the percentage of stock
                owned
                by any one person, or persons acting as a group, as result of a
                transaction in which the Company acquires its stock in exchange for
                property will be treated as an acquisition of stock. For purposes
                of this
                subsection (i), a change in ownership of the Company only occurs
                when
                there is a transfer of stock of the Company (or issuance of stock
                of the
                Company) and stock in the Company remains outstanding after the
                transaction; or

            


    

     

    
      	 	
              (ii)

            	
              A
                change in effective control of the Company. A change in the effective
                control of the Company occurs only on the date that
                either:

            


    

     

    
      	 	
              (A)

            	
              Any
                one person or more than one person acting as a group (as defined
                in
                regulations under Section 409A of the Code) acquires (or has acquired
                during the 12-month period ending on the date of the most recent
                acquisition by such person or persons) ownership of stock of the
                Company
                possessing 35% or more of the total voting power of the stock of
                the
                Company, or 

            


    

     

    
      	 	
              (B)

            	
              A
                majority of members of the Company's board of directors is replaced
                during
                any 12-month period by directors whose appointment or election is
                not
                endorsed by a majority of the members of the Company's board of directors
                prior to the date of the appointment or election;
                or

            


    

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    
      	 	
              (iii)

            	
              A
                change in the ownership of a substantial portion of the Company's
                assets.
                A change in ownership of a substantial portion of the Company's assets
                occurs on the date that any one person or more than one person acting
                as a
                group (as defined in regulations under Section 409A of the Code)
                acquires
                (or has acquired during the 12-month period ending on the date of
                the most
                recent acquisition by such person or persons) assets from the Company
                that
                have a total gross fair market value equal to or more than 40% of
                the
                total gross fair market value of all the assets of the Company immediately
                prior to such acquisition or acquisitions. For this purpose, gross
                fair
                market value means the value of the assets of the Company or the
                value of
                the assets being disposed of, determined without regard to any liabilities
                associated with such assets. 

            


    

     

    
      	 	
              (A)

            	
              A
                transfer of assets by the Company is not treated as a change in the
                ownership of such assets if the assets are transferred to―
                (1) a shareholder of the Company (immediately
                before the asset transfer) in exchange for or with respect to its
                stock;
                (2) an entity, 50 percent or more of the total value or voting power
                of
                which is owned, directly or indirectly, by the Company; (3) a person,
                or
                more than one person acting as a group, that owns, directly or indirectly,
                50 percent or more of the total value or voting power of all the
                outstanding stock of the Company; or (4) an entity, at least 50 percent
                of
                the total value or voting power of which is owned, directly or indirectly,
                by a person described in (3). For purposes of this paragraph and
                except as
                otherwise provided, a person's status is determined immediately after
                the
                transfer of the assets. 

            


    

     

    
      	 	
              (i)

            	
              For
                purposes of subsection (h) of this Section 20, the term "Company"
                includes
                only (i) the corporation for whom the Executive is performing services
                at
                the time of the Change in Control event; (ii) the corporation that
                is
                liable for the payment under this Section 20 (or all corporations
                liable
                for the payment if more than one corporation is liable); or (iii)
                a
                corporation that is a majority shareholder of a corporation identified
                in
                (i) or (ii), or any corporation in a chain of corporations in which
                each
                corporation is a majority shareholder of another corporation in the
                chain,
                ending in a corporation identified in (i) or (ii). For purposes of
                this
                paragraph, a majority shareholder is a shareholder owning more than
                50% of
                the total fair market value and total voting power of such
                corporation.

            


    

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    
      	 	
              (j)

            	
              For
                purposes of subsections (h) and (i) of this Section 20, Section 318
                of the
                Code shall apply to determine stock ownership. Stock underlying a
                vested
                option is considered owned by the individual who holds the vested
                option
                (and the stock underlying an unvested option is not considered owned
                by
                the individual who holds the unvested options). For purposes of the
                preceding sentence, however, if a vested option is exercisable for
                stock
                that is not substantially vested (as defined by Treas. Reg. §1.83-3(b) and
                (j)), the stock underlying the option is not treated as owned by
                the
                individual who holds the option.

            


    

     

    21. Limitation
      on Payment Obligation.

     

    
      	 	
              (a)

            	
              Notwithstanding
                any other provision of this Agreement, any "parachute payment" to
                be made
                to or for the benefit of the Executive, whether pursuant to this
                Agreement
                or otherwise, shall be modified to the extent necessary so that the
                requirements of either subparagraph (i) or (ii) below are
                satisfied:

            


    

     

    
      	 	
              (i)

            	
              The
                aggregate "present value" of all "parachute payments" payable to
                or for
                the benefit of the Executive, whether pursuant to this Agreement
                or
                otherwise, shall be less than three times the Executive's "base amount";
                or

            


    

     

    
      	 	
              (ii)

            	
              Each
                "parachute payment" to or for the benefit of the Executive, whether
                pursuant to this Agreement or otherwise, shall be in an amount which
                does
                not exceed the portion of the "base amount" allocable to such "parachute
                payment".

            


    

     

    
      	 	
              (iii)

            	
              For
                the purposes of this limitation, no "parachute payment," the receipt
                of
                which the Executive shall have effectively waived prior to the date
                which
                is fifteen (15) days following termination of employment and prior
                to the
                earlier of the date of constructive receipt and the date of payment
                thereof, shall be taken into account.


            


    

     

    
      	 	
              (b)

            	
              Notwithstanding
                any other provision of this Agreement, no "illegal parachute payments"
                shall be made to or for the benefit of the
                Executive.

            


    

     

    
      	 	
              (c)

            	
              For
                purposes of this Section:

            


    

     

    
      	 	
              (i)

            	
              The
                term "base amount" shall have the meaning set forth in section 280G
                (b)
                (3) of the Code;

            


    

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

     

    
      	 	
              (ii)

            	
              The
                term "parachute payment" shall mean a payment described in section
                280G
                (b) (2) (A) and not excluded under Section 280G (b) (6) of the
                Code;

            


    

     

    
      	 	
              (iii)

            	
              The
                term "illegal parachute payment" shall mean a payment described in
                section
                280G (b) (2) (B) of the Code;

            


    

     

    
      	 	
              (iv)

            	
              "Present
                value" shall be determined in accordance with section 280G (d) (4)
                of the
                Code; and

            


    

     

    
      	 	
              (v)

            	
              The
                portion of the "base amount" allocable to any "parachute payment"
                shall be
                determined in accordance with section 280G (b) (3) of the
                Code.

            


    

     

    
      	 	
              (d)

            	
              This
                Section shall be interpreted and applied to limit the amounts otherwise
                payable to the Executive under this Agreement or otherwise only to
                the
                extent required to avoid the imposition of excise taxes on the Executive
                under section 4999 of the Code or the disallowance of a deduction
                to the
                Company under section 280G(a) of the Code, except that the Executive
                shall
                be presumed to be a disqualified individual for purposes of applying
                the
                limitations set forth in subsection (a) above without regard to whether
                or
                not the Executive meets the definition of disqualified individual
                set
                forth in section 280G(c) of the Code. In the event that the Company
                and
                the Executive are unable to agree as to the application of this Section,
                the Company's independent auditors shall select independent tax counsel
                to
                determine the amount of such limits. Such selection of tax counsel
                shall
                be subject to the Executive's consent, provided that the Executive
                shall
                not unreasonably withhold his consent. The determination of such
                tax
                counsel under this Section shall be final and binding upon the Company
                and
                the Executive.

            


    

     

    22. Claims
      Procedures for Termination Pay.

     

    The
      CEO
      of NYFIX, Inc. (the "CEO") may, and upon reasonable written request from the
      Executive shall, provide to the Executive information as to the amount, if
      any,
      to which the Executive is entitled under the terms of subsections 20(a) and
      (b)
      of this Agreement following termination of his employment ("Termination Pay").
      If the Executive disagrees with such determination, he shall provide written
      notice to that effect to the CEO. If no such notice is received by the CEO
      within the later of sixty (60) days after the termination of the Executive's
      employment with the Company or ninety (90) days after the Executive receives
      written notification of the amount of Termination Pay from the CEO, the CEO's
      determination shall be final, and no claim for a different Termination Pay
      shall
      be permitted. In the event any such claim is duly filed for a different
      Termination Pay, the CEO shall exercise his best efforts to act upon such claim
      within sixty (60) days after its receipt. If such claim is denied, in whole
      or
      in part, the CEO shall give notice in writing of such denial to the Executive
      within sixty (60) days after receipt of the claim, setting forth (i) one or
      more
      specific reasons for such denial; (ii) specific reference to pertinent
      provisions of this Agreement on which the denial is based; (iii) a description
      of any additional material or information necessary for the Executive to perfect
      the claim and an explanation of why such material or information is necessary;
      and (iv) information to the effect that the Executive may request a full review
      of such claim by filing with the CEO, within sixty (60) days after the Executive
      has received such notice, a request for such review, including, a statement
      of
      the CEO's opinion as to whether, in the Company's opinion, the Executive has
      a
      right to bring a civil action under Section 502 of the Employee Retirement
      Income Security Act of 1974 ("ERISA"), as amended following an adverse benefit
      determination on review, and, if so, a statement of that right. In the event
      any
      such request for review is duly submitted, the CEO shall review the claim within
      sixty (60) days and the Executive shall be given written notice of the result
      of
      such review, which shall be final within the Company, but shall be subject
      to
      review under the Agreement to Arbitrate Claims and otherwise pursuant to Section
      25.2 . If such claim is denied in whole or in part, such notice shall include
      (i) one or more specific reasons for such denial; (ii) specific reference to
      pertinent provisions of this Agreement on which the denial is based; (iii)
      a
      statement that the Executive is entitled to receive upon request and free of
      charge, reasonable access to, and copies of, all documents, records, and other
      information relevant to the claim; and (iv) a statement of the CEO's opinion
      as
      to whether, in the Company's opinion, the Executive has a right to bring a
      civil
      action under Section 502 of ERISA, and, if so, a statement of that right. The
      Executive may designate any other person to act on his behalf in pursuing a
      benefit claim or appealing the denial of a benefit claim under the terms of
      these procedures. The Company in its discretion may amend, modify or eliminate
      these procedures or substitute different procedures, at any time and from time
      to time, provided that any such change does not materially affect Executive's
      review rights in an adverse manner under this Section 22 without Executive's
      prior written consent.

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

     

    23. Notices.

     

    Any
      notices under this Agreement shall be given at the address specified below
      or at
      such other address as the party shall specify in writing. Such notice shall
      be
      deemed given upon personal delivery or, if sent by certified or registered
      mail,
      three days after the date of mailing.

     

    24. Representations.

     

    Executive
      hereby represents and warrants that there is no action, proceeding or
      investigation pending or, to Executive's knowledge, threatened against him
      and
      Executive has not been convicted of, pleaded nolo contendere
      to, or
      had an order issued or consent decree entered into in respect of, a charge
      of
      violating securities laws or any felony.

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

     

    25. General
      Provisions.

     

    25.1 Governing
      Law.

     

    THIS
      AGREEMENT WILL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE INTERNAL
      SUBSTANTIVE LAWS, AND NOT THE LAWS OF CONFLICTS, OF THE STATE OF NEW
      YORK.

     

    25.2 Venue.

     

    Except
      as
      set forth in the Agreement to Arbitrate Claims dated May 25, 2006, between
      Executive and NYFIX (the "Arbitration Agreement"), attached hereto as Exhibit
      B
      and incorporated herein, Executive and NYFIX agree that the exclusive forum
      for
      the resolution of any and all disputes or controversies that may arise between
      them relating to this Agreement shall be the courts of the State of New York
      or
      of the United States of America located in New York County, New York, and by
      execution and delivery of this Agreement, Executive and NYFIX each hereby
      accepts, generally and unconditionally, the exclusive jurisdiction of those
      courts. Executive and NYFIX each hereby irrevocably waives, in connection with
      any such action or proceeding, any objection, including, without limitation,
      any
      objection to the laying of venue or based on the grounds of forum non
      conveniens, which it may now or hereafter have to the bringing of any such
      action or proceeding in such respective jurisdictions. 

     

    25.3 Entire
      Agreement.

     

    This
      Agreement and the Arbitration Agreement set forth the entire agreement and
      understanding between the Company and Executive relating to the subject matter
      hereof and supersede and merge all prior oral and written agreements and
      discussions between the parties relating to that subject matter. No modification
      of or amendment to this Agreement, nor any waiver of any rights under this
      Agreement, will be effective unless in writing signed by the party to be
      charged. Any subsequent change or changes in Executive's duties, salary or
      compensation will not affect the validity or scope of this Agreement. If there
      is a conflict between this Agreement and the Arbitration Agreement, the
      Arbitration Agreement governs and controls.

     

    25.4 Consultancy.

     

    As
      used
      in this Agreement, the term "Employment Period" does not include any time during
      which Executive may be or have been retained by the Company as a
      consultant.

     

    
      
         

      

      
        16

        
          

        

      

      
         

      

    

     

    25.5 Enforcement;
      Severability.

     

    It
      is the
      desire and the intent of the parties hereto that the provisions of this
      Agreement be enforced to the fullest extent permissible under the laws and
      public policy of the jurisdictions in which enforcement is sought. Accordingly,
      if any particular portion or provision of this Agreement shall be adjudicated
      to
      be invalid or unenforceable, the remaining portion or such provision or the
      remaining provisions of this Agreement, or the application of such provision
      or
      portion of such provision as is held invalid or unenforceable to persons or
      circumstances other than those to which it is held invalid or unenforceable,
      shall not be effected thereby.

     

    25.6 Successors
      and Assigns.

     

    This
      Agreement and all rights of the Executive hereunder shall inure to the benefit
      of and be enforceable by the Executive's personal or legal representatives,
      executors, administrators, successors, heirs, distributees, devisees and
      legatees. If the Executive should die while any amounts have accrued to him
      under this Agreement up until the time of his death, all such amounts unless
      otherwise provided herein shall be paid in accordance with the terms of this
      Agreement to the Executive's devisee, legatee, or other designee or, if there
      is
      no such designee, to the Executive's estate. This Agreement will be binding
      upon
      Executive's heirs, executors, administrators and other legal representatives
      and
      will be for the benefit of the Company, its successors and its assigns;
provided,
      that
      the Company and any such successor or assign shall provide prompt notice to
      Executive of any assignment of this Agreement.

     

    25.7 Survival.

     

    The
      provisions of this Agreement shall survive the assignment of this Agreement
      by
      the Company to any successor in interest or other assignee. The provisions
      of
      Sections 9, 10, 11, 12, 13, 16, 17, 18, 19, 20, 21, 22, 23, 25, 26 and 27 which
      by their nature and context, are intended to survive any termination of
      Executive's employment with the Company and shall so survive such termination.
      

     

    25.8 Waiver.

     

    No
      waiver
      by either party hereto of any breach of this Agreement shall be a waiver of
      any
      preceding or succeeding breach. No waiver by either party hereto shall be
      construed as a waiver of any other right. Neither party hereto shall be required
      to give notice to enforce strict adherence to all terms of this
      Agreement.

     

    25.9 No
      Unannounced Modifications to Signature Documents.

     

    By
      signing and delivering this Agreement and/or any schedule, exhibit, amendment,
      or addendum thereto, each party will be deemed to represent to the other that
      the signing party has not made any changes to such document from the draft(s)
      originally provided to the other party by the signing party, or vice versa,
      unless the signing party has expressly called such changes to the other party's
      attention in writing (e.g., by "redlining" the document or by a comment memo
      or
      email).

     

    
      
         

      

      
        17

        
          

        

      

      
         

      

    

     

    26. Non-Disparagement.

     

    Except
      as
      required or permitted under law, neither party, nor any director, officer,
      employee, agent or other representative of either party shall in any way, and
      at
      any time during or after the Employment Period, make any derogatory or
      defamatory remarks about the other party that may disparage him or it in any
      manner.

     

    27. Section
      409A Requirements.

     

    This
      Agreement is intended to satisfy in form and operation the requirements of
      the
      terms of Section 409A of the Code to the extent applicable and any applicable
      guidance or regulations, including transition rules, thereunder (collectively,
      "Section 409(A)"). To the extent required by Section 409A, and notwithstanding
      any other provision of this Agreement, no payment or benefit that constitutes
      deferred compensation for purposes of Section 409A will be provided to the
      Executive following his separation from service prior to the first to occur
      of
      (i) the date of the Executive's death or (ii) the first day of the seventh
      month
      following the month in which his separation from service occurs, if he is a
      "specified employee" (as defined under Section 409A(a)(2)(B)(i) of the Code).
      Any payment that is delayed pursuant to the provisions of the immediately
      preceding sentence shall instead be paid in a lump sum promptly following the
      first to occur of the two dates specified in the immediately preceding sentence.
      Furthermore and notwithstanding any other provision of this Agreement to the
      contrary, this Agreement is deemed to be modified in any way necessary to
      satisfy the requirements of Section 409A as determined by the Company in its
      good faith discretion.

     

    EXECUTIVE
      UNDERSTANDS THAT THIS AGREEMENT AFFECTS HIS RIGHTS TO INVENTIONS EXECUTIVE
      MAKES
      DURING EMPLOYMENT WITH THE COMPANY, AND RESTRICTS EXECUTIVE'S RIGHTS TO DISCLOSE
      OR USE THE COMPANY'S CONFIDENTIAL INFORMATION AND TO COMPETE IN BUSINESS WITH
      THE COMPANY, DURING AND AFTER SUCH EMPLOYMENT.

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

     

    
      
         

      

      
        18

        
          

        

      

      
         

      

    


    EXECUTIVE
      HAS CAREFULLY READ THIS EMPLOYMENT AGREEMENT AND UNDERSTANDS ITS TERMS.
      EXECUTIVE HAS COMPLETELY FILLED OUT EXHIBIT B TO THIS AGREEMENT.

     

    Dated:  
      May 25, 2006

    
      	 	 	 
	 
 	 
 	Signature
 
	
            	  	
              /s/
                Donald Henderson     

            
	 	
              

              Donald
                Henderson

            


    

     

    Dated
      May
      25, 2006

    


    NYFIX,
      Inc.

    


    


    By: /s/
      Robert C. Gasser

      
        

      

    

    Robert
      C.
      Gasser

    President
      and Chief Executive Officer

    


    
      
         

      

      
        19

        
          

        

      

      
         

      

    


    EXHIBIT
      A

     

    To:
      NYFIX, Inc.:

     

    1.
      The
      following is a complete list of all inventions or improvements relevant to
      the
      subject matter of my employment by NYFIX, Inc. or any of its subsidiaries or
      affiliates (collectively, the "Company") that have been made or conceived or
      first reduced to practice by me alone or jointly with others prior to my
      employment by the Company that I desire to remove from the operation of the
      Executive Agreement to which this Exhibit A is attached.

     

    ___
      No
      inventions or improvements.

     

    ___
      See
      below:

     

    ___
      Additional sheets attached.

     

    2.
      I
      propose to bring to my employment the following materials and documents of
      a
      former employer:

     

    ___
      No
      materials or documents.

     

    ___
      See
      below:


     

    ___
      Additional sheets attached.


     

    
      	 	 	 
	
            	
            	Signature:
              /s/
	 	
              
                
Donald
                Henderson

            


    

     

    
      
         

      

      
        20

        
          

        

      

      
         

      

    


    EXHIBIT
      B

     

    AGREEMENT
      TO ARBITRATE CLAIMS

     

    I
      recognize that differences may arise between me and NYFIX, Inc. or one of its
      present or future subsidiaries or affiliates during or after my employment
      with
      the Company, and that those differences may or may not be related to my
      employment. I understand and agree that by entering into this Agreement to
      Arbitrate Claims ("Agreement"), I anticipate gaining the benefits of a
      non-judicial, impartial dispute-resolution procedure.

     

    I
      understand that any reference in this Agreement to "the Company" will include
      not only NYFIX, Inc., but also all NYFIX, Inc. present and future subsidiaries
      and affiliates, and all successors and assigns of any of them.

     

    Claims
      Included by the Agreement

     

    Except
      as
      excluded in the following provision, "Claims Not Included by the Agreement,"
      the
      Company and I mutually consent to the resolution by arbitration of all claims
      or
      controversies ("Claims"), whether or not arising out of my employment (or its
      termination), that the Company may have against me or that I may have against
      the Company or against any of its officers, directors, employees or agents
      in
      their capacity as such or otherwise. This includes, but is not limited to,
      the
      following:

     

    1) Any
      and
      all claims for wrongful discharge; breach of contract, both express and implied;
      breach of the covenant of good faith and fair dealing, both express and implied;
      negligent or intentional infliction of emotional distress; negligent or
      intentional misrepresentation; negligent or intentional interference with
      contract or prospective economic advantage; and defamation;

     

    2) Any
      and
      all claims for violation of any federal, state or municipal statute including,
      but not limited, Title VII of the Civil Rights Act of 1964, the Civil Rights
      Act
      of 1991, the Age Discrimination in Employment Act of 1967, the Americans with
      Disabilities Act of 1990, the Fair Labor Standards Act, the New York Human
      Rights Law, the New York City Administrative Code, as amended from time to
      time;

     

    3) Any
      and
      all claims arising out of any other applicable laws, rules and regulations
      of
      any jurisdiction whatsoever.

     

    Claims
      Not Included by the Agreement

     

    Claims
      I
      may have for workers' compensation or unemployment compensation benefits are
      not
      covered by this Agreement.

     

    Claims
      for provisional relief, such as temporary restraining orders, preliminary
      injunctions, attachments and the like, and claims for permanent injunctive
      and
      other equitable relief are not covered by this Agreement. Specifically, claims
      related to the enforcement of any confidentiality obligation, whether arising
      from contract or otherwise, between me and the Company are not covered by this
      Agreement.

     

    
      
         

      

      
        21

        
          

        

      

      
         

      

    

     

    Representation

     

    Any
      party
      may be represented by an attorney of his, her or its choice.

     

    Discovery

     

    Each
      party shall have the right to take the deposition of a number of individuals
      to
      be agreed upon by the parties hereto and any expert witness designated by
      another party. Each party also shall have the right to make requests for
      production of documents to any party. The right to compel testimony by subpoena
      specified below shall be applicable to discovery pursuant to this paragraph.
      Additional discovery may be had only where the Arbitrator selected pursuant
      to
      this Agreement so orders, upon a showing of substantial need.

     

    Designated
      of Witnesses

     

    At
      least
      30 days before the arbitration, the parties must exchange lists of witnesses,
      including any expert, and copies of all exhibits to be used at the
      arbitration.

     

    Subpoenas

     

    Each
      party shall have the right to subpoena witnesses and documents for the
      arbitration.

     

    Arbitration
      Procedures

     

    The
      Company and I agree that, except as provided in this Agreement, any arbitration
      shall be in accordance with the then-current Model Employment Arbitration
      Procedures of the American Arbitration Association ("AAA") before an arbitrator
      who is licensed to practice law in the State of New York ("the Arbitrator").
      The
      arbitration shall take place in the County of New York, New York.

     

    The
      Arbitrator shall be selected as follows: The AAA shall give each party a list
      of
      5 arbitrators drawn from its panel of labor and employment arbitrators. Each
      side may strike all names on the list it deems unacceptable. If only one common
      name remains on the lists of all parties, said individual shall be designated
      as
      the Arbitrator. If more than one common name remains on the lists of all
      parties, the parties shall strike names alternately until only one remains.
      If
      no common name remains on the lists of all parties, the AAA shall furnish an
      additional list or lists until the arbitrator is selected.

     

    
      
         

      

      
        22

        
          

        

      

      
         

      

    

     

    The
      Arbitrator shall apply the substantive law of New York. The New York Rules
      Of
      Evidence shall apply. The Arbitrator, and not any federal, state, or local
      court
      or agency, shall have exclusive authority to resolve any dispute relating to
      the
      interpretation, applicability, enforceability or formation of this Agreement,
      including but not limited to any claim that all or any part of this Agreement
      is
      void or voidable. The arbitration shall be final and binding upon the
      parties.

     

    The
      Arbitrator shall have jurisdiction to hear and rule on pre-hearing disputes
      and
      is authorized to hold pre-hearing conferences by telephone or in person as
      the
      Arbitrator deems necessary. The Arbitrator shall have the authority to entertain
      a motion to dismiss and/or a motion for summary judgment by any party and shall
      apply the standards governing such motions under the Federal rules of Civil
      Procedure.

     

    Either
      party, at its expense, may arrange for and pay the cost of a court reporter
      to
      provide a stenographic record of proceedings.

     

    Either
      party, upon request at the close of hearing, shall be given leave to file a
      post-hearing brief. The time for filing such a brief shall be set by the
      Arbitrator.

     

    Either
      party may bring an action in any court of competent jurisdiction to compel
      arbitration under this Agreement and to enforce an arbitration award. Except
      as
      otherwise provided in this Agreement, both the Company and I agree that neither
      of us shall initiate or prosecute any lawsuit or administration action (other
      than an administrative charge of discrimination) in any way related to any
      claim
      covered by this Agreement.

     

    The
      Arbitrator shall render an award and written opinion in the form typically
      rendered in labor arbitrations.

     

    Arbitration
      Fees and Costs

     

    The
      Company and I initially shall equally share the fees and costs of the
      Arbitrator. Each party will deposit funds or post other appropriate security
      for
      its share of the Arbitrator's fee, in an amount and manner determined by the
      Arbitrator, 10 days before the first day of hearing. Notwithstanding the
      foregoing, the Arbitrator shall have the authority to reallocate its costs
      and
      fees between the parties hereto as he or she deems appropriate. Each party
      shall
      pay for its own costs and attorneys' fees, if any. However, if any party
      prevails on a statutory claim that affords the prevailing party attorneys'
      fees,
      or if there is a written agreement providing for fees, the Arbitrator may award
      reasonable fees to the prevailing party.

     

    Requirements
      for Modification or Revocation

     

    This
      Agreement to arbitrate shall survive the termination of my employment. It can
      only be revoked or modified by a writing signed by the parties that specifically
      states an intent to revoke or modify this Agreement.

     

    
      
         

      

      
        23

        
          

        

      

      
         

      

    

     

    Sole
      and Entire Agreement

     

    This
      is
      the complete agreement of the parties on the subject of arbitration of disputes.
      This Agreement supersedes any prior or contemporaneous oral or written
      understanding on the subject. No party is relying on any representations, oral
      or written, on the subject of the effect, enforceability or meaning of this
      Agreement, except as specifically set forth in this Agreement.

     

    Construction

     

    If
      any
      provision of this Agreement is adjudged to be void or otherwise unenforceable,
      in whole or in part, such adjudication shall not affect the validity of the
      remainder of the Agreement.

     

    Consideration

     

    The
      promises by the Company and by me to arbitrate differences, rather than litigate
      them before courts or other bodies, as well as the Company's agreement to employ
      me and to grant me stock options, provide consideration to enter into this
      Agreement.

     

    Not
      an
      Employment Agreement

     

    This
      Agreement is not, and shall not be construed to create, any contract of
      employment, express or implied. Nor does this agreement in any way alter the
      "at-will" status of my employment, which can only be affected by an express
      written employment agreement signed by me and an authorized representative
      of
      the Company.

     

    No
      Unannounced Modifications to Signature Documents 

     

    By
      signing and delivering this Agreement and/or any schedule, exhibit, amendment,
      or addendum thereto, the Company and I will each be deemed to represent to
      the
      other that the signing party has not made any changes to such document from
      the
      draft(s) originally provided to the other party by the signing party, or vice
      versa, unless the signing party has expressly called such changes to the other
      party's attention in writing (e.g., by "redlining" the document or by a comment
      memo or email).

     

    Voluntary
      Agreement

     

    I
      ACKNOWLEDGE THAT I HAVE CAREFULLY READ THIS AGREEMENT, THAT I UNDERSTAND ITS
      TERMS, THAT ALL UNDERSTANDINGS AND AGREEMENTS BETWEEN THE COMPANY AND ME
      RELATING TO THE SUBJECTS COVERED IN THE AGREEMENT ARE CONTAINED IN IT, AND
      THAT
      I HAVE ENTERED INTO THE AGREEMENT VOLUNTARILY AND NOT IN RELIANCE ON ANY
      PROMISES OR REPRESENTATIONS BY THE COMPANY OTHER THAN THOSE CONTAINED IN THIS
      AGREEMENT ITSELF.

     

    
      
         

      

      
        24

        
          

        

      

      
         

      

    

     

    I
      FURTHER
      ACKNOWLEDGE THAT I HAVE HAD THE OPPORTUNITY TO DISCUSS THIS AGREEMENT WITH
      MY
      OWN ATTORNEY AND HAVE DONE SO TO THE EXTENT THAT I HAVE WISHED.

     

    
      	
              EMPLOYEE:

            	 	
              NYFIX,
                INC.:

            
	 	 	 
	
              
                

                Signature of Employee

            	 	
              
                

                Signature of Authorized Company Representative

            
	 	 	 
	
              Donald
                Henderson

            	 	
              Robert
                C. Gasser, President and Chief Executive Officer

            
	 	 	 
	
              
                

                Print Name of Employee

            	 	
              
                

                Print Name and Title of Representative

            
	
              _____________,
                2006

            	 	
              ___________,
                2006

            
	
              Date

            	 	
              Date

            


    

    


    
      
         

      

      
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