Untitled Document







	 	January 5, 2007




PERSONAL & CONFIDENTIAL


David
Merrill
[Address]

  [Address], New York


Dear Dave:


I
am pleased to extend this offer of employment to you as the Chief of Client  Operations
of NYFIX,  Inc.  (“NYFIX” or the  “Company”) at our 100 Wall  Street
location.  In your new position,  you will report to the Chief Executive Officer of NYFIX
and be a member of the Company’s Executive Committee.  Your start  date is to be
mutually  agreed.  Your  initial job duties shall be as set forth on  Attachment  A.
(Please  note that this offer is  contingent  upon  approval by  NYFIX’s Board of
Directors,  and your continuing  employment shall be contingent upon your obtaining any
regulatory  licenses  required to perform your job duties  within forty-five (45) days of
the commencement of your employment.


You
will be  compensated  at a base salary of  $11,538.46  per  biweekly  pay period
(equivalent  to $300,000 on an  annualized  basis).  You will be  eligible to receive
incentive  compensation in the form of a bonus targeted at 75% of your base salary,
based upon performance  against targets to be determined  by NYFIX.  You also will be
eligible to receive,  subject to regulatory  constraints,  an additional bonus for
calendar 2007 based on annual  incremental  organic  revenue growth (over calendar 2006)
on a Company-wide basis at the following rates:


	 	First $10 million 1%	 
	 	Next $5 million 2%	 
	 	Next $5 million 2.5%	 
	 	Amounts above $20 million 1%	 




                        Pending
(and promptly in the ordinary  course after)  adoption by the  Company’s
Compensation  Committee,  Board of Directors  and  Shareholders,  of  NYFIX’s 2007
Equity Incentive Plan (the “Plan”), and its effectiveness,  you will be
entitled to an initial equity award thereunder in an amount and type intended  to reflect
your position in the Company and  participation  on the Executive  Committee.  In the
event that such equity award is not made in 2007,  your bonus for  2007 will be targeted
at not less than $275,000  (instead of the 75% of base salary target bonus referenced
above),  and shall be based upon performance  against  targets as referenced  above.  In
addition,  pending (and promptly in the ordinary  course after)  adoption of the Plan,
you will be entitled to a one-time grant  thereunder of restricted  stock with a fair
market value  (determined  as provided in the Plan) of $300,000 on the date of grant (the
“Restricted  Shares”).  The  Restricted  Shares will vest in their entirety on
the twelve month  anniversary of the date of grant.  The Restricted  Shares will be
forfeited if you cease to be  employed (unless  terminated by the Company without “Cause”)
on or before the twelve month  anniversary of the date of grant.  Resale of vested
Restricted Shares









will be subject
to  applicable  securities  registration,  short swing  profit and insider  trading laws
and related  Company  blackout,  pre-clearance  and other  policies.  At the time of
vesting (or, if you timely make an election under IRC Section 83(b) with respect to the
Restricted  Shares,  at the time of grant),  you  shall pay to the Company an amount
equal to all applicable  withholding taxes. If due at vesting,  such taxes may be paid by
withholding  Restricted Shares with a  fair market  value at the time of vesting  equal
to such  amount.  In the event that the  Restricted  Shares are not granted  within
three  months of the date of  actual  commencement  of employment  with the Company,
then, in lieu thereof,  you will be entitled to a cash payment of $300,000.  The payment
(if made) will be  made net of applicable  withholding  taxes and will be subject to full
repayment to and recapture by NYFIX (net of  non-refundable  tax costs) if you cease to
be  employed (unless terminated by NYFIX without “Cause”, as defined in
Attachment A) on or before the twelve month anniversary of the date of payment.


You
will be eligible to receive four (4) weeks of vacation each calendar year, commencing in
2007.


NYFIX
will indemnify you to the fullest  extent  permitted by law pursuant to the Company’s
by-laws for all expenses,  costs,  liabilities  and legal  fees which you may incur in
the discharge of your duties hereunder.


NYFIX
offers  employees and their eligible  dependents a variety of group health insurance
benefits,  the premium costs of which are currently shared  by  employees  and NYFIX.
Coverage  under these  programs  commences on the first day of  employment.  Information
regarding  these  programs and other  company  benefits along with guidelines  concerning
employment may be found in NYFIX’ Employee  Handbook,  a copy of which is issued at
the beginning of one’s  employment  and is available at any time from NYFIX’ Human
Resources department.


I
would  appreciate  your  considering  our offer and  advising me of your  decision  by
January 8, 2007.  NYFIX will be unable to hold the offer open  beyond this date. This
offer is contingent upon your providing the Company  sufficient  proof of your
authorization  to work in the United States.  On your first  day of work please bring
documents  sufficient to complete the required U.S.  Citizenship  and  Immigration
Services I-9 form. For your  convenience,  a list of  acceptable documents is attached to
this letter.


This
offer and, if you accept it, any continued  employment  with NYFIX is contingent,  of
course,  upon our  pre-employment  screening  process which  includes a background check
as permitted by applicable law.  Please sign and return the enclosed forms to me
authorizing the background check.


You
should be aware that NYFIX employees are not permitted to make any  unauthorized  use of
documents or other  information in their  employment with  NYFIX which could properly be
considered or construed to be confidential or proprietary  information of another
individual or company.  Likewise,  NYFIX employees  may not bring with them any
confidential  documents  or other forms of  tangible  confidential  information  onto the
premises of NYFIX  relating to their prior  employer(s)’ business.


This
letter  will  also  confirm  that (a) you have  furnished  to NYFIX a copy of any
existing  employment  agreements  you may have with any prior  employer(s),  and (b) you
are subject to no contractual or other  restriction or obligation which is inconsistent
with your accepting this offer of employment and  performing your duties.


As
an inducement to cause NYFIX to extend this  employment  offer you must sign the
accompanying  documents that set forth the  obligations  you will  have to NYFIX upon
becoming an employee  concerning,  generally,  non-competition  with NYFIX,
non-solicitation of NYFIX’ clients or employees,  the ownership of  inventions and
intellectual property and confidential treatment of NYFIX information.  You also must
sign the accompanying arbitration agreement.









Your
employment  with NYFIX will be governed by the company’s  policies and  procedures
which may change from time to time. As set forth above,  you  should consult the Employee
Handbook with respect to questions  concerning  the terms and  conditions of your
employment.  In addition,  due to the  technically  sophisticated  nature of its
business,  NYFIX has a number of policies  regarding  use of and access to its computer
and other  electronic  systems.  By accepting  this offer of employment you are agreeing
that you will abide by and remain familiar with NYFIX’ various policies and
procedures that will be applicable to you.


While
we certainly  hope that your  employment  with NYFIX will be long and  mutually
rewarding,  this offer is not  guarantee  of  employment  for a  specific  period of
time. You should  understand  that you are an employee  at-will,  which means that either
you or NYFIX may terminate  your  employment for any  reason, at any time, with or
without notice.  Please  understand that no supervisor,  manager or representative of
NYFIX other than the Chief Executive Officer or  the Chief  Financial  Officer has the
authority to enter into any agreement with you for  employment  for any specified  period
of time or to make any promises or  commitments  contrary to the forgoing.  Further,  any
employment agreement entered into by the Chief Executive Officer or the Chief Financial
Officer shall not be  enforceable unless it is in a formal written agreement and signed
by you and one of these designated company  representatives.  Notwithstanding  the above,
in the  event you are terminated  without Cause, you will receive twelve (12) months’ base
pay at your then-current  rate, less required  withholdings,  provided that you  execute
a release document in form and substance acceptable to NYFIX in its sole discretion.


This
offer  constitutes  the entire  understanding  and contains a complete  statement of all
the agreements  between you and NYFIX and supersedes all  prior and contemporaneous
verbal or written agreements, understandings or communications.


Thank
you for your interest in employment with NYFIX.  We look forward to hearing from you
soon.  Meanwhile,  if you have any questions  regarding our  offer or NYFIX more
generally, please contact me.


	 	Very
      truly yours,
	 	 
	 	/s/ Steven
      R. Vigliotti
	 	 
	 	Steven
      R. Vigliotti 

      Chief Financial Officer 



Accepted and
Agreed:


	/s/ David
      Merrill	 
	
	 
	David Merrill	 




	1/5/07	 
	
	 
	[Date]	 










Attachment
A



Responsibilities
include overseeing sales and account management  functions;  working closely with Chief
of Product/Business  Operations on client implementation  and launching of new product
offerings;  participating as a member of the Company’s Executive Committee;  and
other senior management duties as may be assigned by  the Company as and if needed.


The term “Cause” shall
mean (i) you are convicted of any felony or other crime involving  securities law
violations or banking law violations;  (ii) you engage in  an act which involves moral
turpitude or which,  if generally  known,  would or might  reasonably  have an adverse
effect on the business,  assets,  properties,  results of  operations,  financial
condition,  personnel  or  prospects  of NYFIX,  as  determined  by the Company in good
faith;  (iii) you engage in the use of  controlled substances,  medication,  or alcohol,
which impairs the performance of your duties; (iv) you engage in misconduct materially
injurious to NYFIX; or (v)  you fail to perform your duties hereunder, which failure is
not cured within ten (10) business days following notice by NYFIX.