NYFIX,
      INC.

    2007
      OMNIBUS EQUITY COMPENSATION PLAN

    MODEL
      

    NON-QUALIFIED
      STOCK OPTION AGREEMENT 

    (Senior
      Executive Version)

     

    Non-Qualified
      Stock Option Agreement (this “Agreement”),
      dated
      as of __________________, between NYFIX, Inc. (“NYFIX”)
      and
      _________________ (the “Participant”).

     

    BACKGROUND
      

     

    Pursuant
      to the terms of the NYFIX, Inc. 2007 Omnibus Equity Compensation Plan (the
      “Plan”),
      and
      subject to the approval of the Plan by the stockholders of NYFIX, NYFIX desires
      to (i) provide an incentive to the Participant, (ii) encourage the Participant
      to contribute materially to the growth of NYFIX and its subsidiaries
      (collectively, the “Company”)
      and
      (iii) more closely align the Participant’s economic interests with those of
      NYFIX stockholders by means of a Nonqualified Stock Option Grant. Whenever
      capitalized terms are used in this Agreement, they shall have the meanings
      set
      forth in this Agreement or, if not defined in this Agreement, as set forth
      in
      the Plan.

     

    The
      Plan
      allows the Company to provide rewards and incentives to certain employees of
      the
      Company by, among other things, granting them opportunities to purchase shares
      of Stock. The Board or the Committee has determined that it would be in the
      best
      interest of the Company and its stockholders to grant the Options to the
      Participant under the Plan.

     

    In
      consideration of the covenants and agreements set forth in this Agreement,
      and
      intending to be legally bound hereby upon the approval of the Plan by the
      stockholders of NYFIX, the Participant and NYFIX hereby agree as
      follows:

     

    ARTICLE
      1

     

    GRANT
      OF OPTIONS

     

    1.1 Grant
      of Options.
      The
      Participant is hereby granted Nonqualified Stock Options representing the right
      to purchase _________ shares of Stock subject to the restrictions and conditions
      set forth in this Agreement and subject to the approval of the Plan by the
      stockholders of NYFIX. References in this Agreement to “Option”
and
      “Options”
mean
      the options granted hereby, individually and in the aggregate.

     

    1.2 Option
      Price.
      The
      Option Price of the Options is $________ per share, which is the same as the
      Fair Market Value of a share of Stock on the Date of Grant. 

     

    1.3 Grant
      Information.
      The
      Options have been granted under the Plan. The Board or the Committee authorized
      the grant of the Options on ________________. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    ARTICLE
      2

     

    EXERCISABILITY
      OF OPTIONS

     

    All
      of
      the Options are unvested on the Date of Grant. Options shall vest upon, but
      only
      upon, the earliest to occur of the events described in Section 2.1, 2.2 or
      2.3
      and shall become exercisable as described in Section 2.4, in each case subject
      to the limitations set forth in Section 2.5. All unvested Options shall be
      forfeitable as set forth in Section 2.5 and shall be non-transferable as set
      forth in Section 5.2. All shares of Stock issued upon exercise of Options shall
      be transferable, although:

     

    (a) transferability
      may be subject to pre-clearance, blackout, registration and other requirements
      and restrictions under the Company’s insider trading and other compliance
      policies and procedures; and

     

    (b) transfers
      by executive officers should be reviewed in advance to determine if there would
      be any potential liability for short-swing profits under Section 16(b) of the
      Securities Exchange Act of 1934.

     

    2.1 Time
      Vesting.
      If not
      sooner vested and unless previously forfeited pursuant to Section 2.5, all
      of
      the Options shall vest based on the passage of time as follows:

     

    (i) 25%
      of
      the Options shall vest on March 10, 2008; and

     

    (ii) the
      remaining 75% of the Options shall vest ratably on the 10th
      day of
      each month over the next 36 months such that 100% of the Options are vested
      on
      March 10, 2011.1 

     

    If
      a
      partial Option would vest on any date, the total number of Options vesting
      on
      such date shall be rounded up to the nearest whole Option.

     

    2.2 Accelerated
      and Continued Vesting.
      If not
      sooner vested and exercisable, and unless previously cancelled pursuant to
      Section 2.5 or 4.2,

     

    (i) all
      of
      the Options shall vest and become immediately exercisable upon a termination
      of
      the Participant’s employment (a) by the Company without Cause (as defined in
      Section 5.1) or (b) by the Participant for Good Reason (as defined in Section
      5.1), in either case within one year following a Change in Control;
      and

     

    (ii) following
      a termination of the Participant’s employment (a) by the Company without Cause
      or (b) by the Participant for Good Reason, in either case prior to or more
      than
      one year following a Change in Control, the Participant’s Options that would
      have vested through the month that includes the last day of the period for
      which
      the Participant receives severance, if any, following such termination (the
      “Severance Period”), shall immediately vest.

     

    
      
        

      

    

    
      
        	1	
                This
                  model reflects the time-based vesting schedule for persons who
                  were
                  employees prior to March 10, 2007. For employees hired on or after
                  March
                  10, 2007, options vest over a 48-month period as follows: (1) 25%
                  vest on
                  the first anniversary of the employee’s start date, and (2) the remaining
                  75% vest ratably each month over the next 36 months such that 100%
                  of the
                  Options are vested on the 48-month anniversary of the start date.
                  

              


      

       

    

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    2.3 Discretionary
      Vesting and Exercisability.
      The
      Committee or the Board may accelerate the vesting of any or all of the Options
      at any time and for any reason.

     

    2.4 Exercise;
      Restriction on Exercise.
      No
      unvested Options shall be exercisable. All vested Options shall become
      exercisable at the time they first vest and shall cease to be exercisable at
      the
      time they expire and are forfeited as provided in Section 2.5 or Article
      4. 

     

    2.5 Effect
      of Termination of Employment on Vesting; Expiration of Unvested
      Options.
      All
      unvested Options expire upon the earliest to occur of: 

     

    (i) the
      time
      of notification of the termination of the Participant’s employment by the
      Company for Cause;

     

    (ii) termination
      of the Participant’s employment for any reason other than Cause or, if later,
      the expiration of the Severance Period, if applicable; and 

     

    (iii) expiration
      as provided in Section 4.1. 

     

    2.6 Change
      in Control.
      Except
      as otherwise provided in this Agreement, the effect of a Change in Control
      on
      the Participant’s Options is subject to Section 17 of the Plan. 

     

    ARTICLE
      3

     

    EXERCISE
      OF OPTIONS

     

    3.1 Person
      Who Can Exercise.
      Exercisable Options may only be exercised by the Participant, except that,
      in
      the event of the Disability of the Participant, those Options may be exercised
      by the Participant’s legal guardian or legal representative and, in the event of
      death, those Options may be exercised by the executor or administrator of the
      Participant’s estate or the Person or Persons to whom the Participant’s rights
      under those Options pass by will or the laws of descent and
      distribution.

     

    3.2 Procedure
      for Exercise.
      Exercisable Options may be exercised in whole or in part with respect to any
      portion thereof that is exercisable. To exercise an exercisable Option, the
      Participant (or such other Person who shall be permitted to exercise that Option
      as set forth in Section 3.1) must complete, sign and deliver to the Company
      an
      exercise notice in a form to be provided by the Company together with payment
      in
      full of the Option Price multiplied by the number of shares of Stock with
      respect to which that Option is exercised, in accordance with the option
      exercise procedures of the Company as in effect from time to time. The right
      to
      exercise any Option shall be subject to the satisfaction of all conditions
      set
      forth in such form of exercise notice. Payment of the Option Price shall be
      made
      in cash (including check, bank draft or money order). The Participant’s right to
      exercise the Option shall be subject to the satisfaction of all conditions
      set
      forth in such exercise notice. 

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    3.3 Withholding
      of Taxes.
      

     

    (i) The
      Company shall withhold or deduct from any or all payments or amounts due to
      or
      held for the Participant (or such other Person who may be permitted to exercise
      Options as set forth in Section 3.1), whether due from the Company or held
      in
      the account of the Participant (or such other Person) at any broker facilitating
      the exercise of Options, or secure payment from the Participant of, an amount
      (the “Withholding
      Amount”)
      equal
      to all taxes (including unemployment (including FUTA), social security and
      medical (including FICA), and other governmental charges of any kind as well
      as
      income and other taxes) required under any applicable law to be withheld or
      deducted with respect to any and all taxable income and other amounts
      attributable to the Options. 

     

    (ii) The
      Withholding Amount shall be determined by the Company. 

     

    (iii) Immediately
      upon request by the Company, the Participant agrees to pay all, or a portion
      if
      so requested by the Company, of the Withholding Amount to the Company in cash.
      

     

    (iv) The
      timing of withholding or deduction from such payments or amounts shall be
      determined by the Company. 

     

     

    ARTICLE
      4

     

    EXPIRATION
      OF OPTIONS

     

    4.1 Expiration.
      Vested
      and unvested Options shall expire at 5:00 p.m., Eastern Daylight Time on
      ______.2 

     

    4.2 Earlier
      Expiration.
      Notwithstanding Section 4.1, unless otherwise determined by the Committee,
      Options shall be forfeited and shall expire on the earliest to occur of the
      following:

     

    (i) all
      unvested Options shall expire as provided in Section 2.5;

     

    (ii) upon
      the
      Participant’s termination of employment by the Company for Cause, all vested
      Options shall expire immediately at the time notice of such termination is
      given
      (unless otherwise determined by the Company in its sole discretion);


     

      
        

      

    

    
      	2	
              Insert
                a date no later than 10 years following the Date of
                Grant.

            


    

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    (iii) upon
      the
      Participant’s termination of employment by the Company without Cause or the
      Participant’s resignation from employment with the Company other than in
      connection with death or Disability, all vested Options shall expire upon the
      earlier of (a) the ninetieth day following the date of such termination or
      (b)
      the expiration of the Options under Section 4.1; and

     

    (iv) upon
      the
      Participant’s termination of employment due to the Participant’s death or
      Disability, all vested Options shall expire upon the earlier of (a) the 12-month
      anniversary of the date of such termination or (b) the expiration of the Options
      under Section 4.1. 

     

    4.3 Cancellation.
      Vested
      and unvested Options which expire unexercised shall be treated as
      cancelled.

     

    4.4 Effective
      Date.
      For
      purposes hereof, except as otherwise set forth in Sections 2.5 and 4.2, the
      date
      of resignation or termination of employment means the last date of actual
      employment, even if a different date is used for administrative convenience
      in
      connection with employee retirement, benefit or welfare plans.

     

    ARTICLE
      5

     

    MISCELLANEOUS

     

    5.1 Definitions.

     

    (i) “Cause” shall
      mean that the Company has “cause” to terminate the Participant’s employment or
      service, as defined in any existing employment or other agreement between the
      Participant and the Company or, in the absence of such an employment or other
      agreement, upon the: 

     

    (a) gross
      neglect or willful misconduct which is or is reasonably expected to be
      materially and demonstrably injurious to the Company or its customers or
      vendors; material breach by the Participant of his or her confidentiality,
      non-competition or non-solicitation obligations owed to the Company; or willful
      and continuing refusal or continuing failure (in either case other than due
      to
      death or Disability) by the Participant to substantially perform his or her
      duties or responsibilities for or owed to the Company; or

     

    (b) conviction
      of or plea of guilty or no contest by the Participant to a felony or a crime
      of
      moral turpitude.3 

     

    (ii) “Disability”
shall
      mean disability as determined by the Committee in accordance with the standards
      and procedures similar to those under the Company’s long-term disability plan,
      if any. If at any time that the Company does not maintain a long-term disability
      plan, “Disability” shall mean any physical or mental disability which is
      determined to be total and permanent by a doctor selected in good faith by
      the
      Committee.

     

      
        

      

    

    
      
        	
                3

              	
                To
                  the extent the Participant has a “cause” definition in an agreement, the
                  agreement should be accurately referenced and this general definition
                  deleted.

              


      

    

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    (iii) “Good
      Reason” shall
      mean that the Participant has “good reason” to terminate his or her employment,
      as defined in any existing employment or other agreement between the Participant
      and the Company or, in the absence of such an employment or other agreement,
      upon the occurrence of any of the following events without the Participant’s
      prior written consent: (a) a material reduction in the Participant’s base salary
      or annual bonus incentive; (b) the assignment of duties materially inconsistent
      with the Participant’s position or a material reduction in the Participant's
      responsibilities or authority (in each case in this clause b), so long as notice
      that Good Reason has occurred is given by the Participant to the Company within
      6 months (or such longer period as the Company may allow) after such occurrence
      and further provided the Company has not cured the circumstances giving rise
      to
      the Good Reason within 10 days of receipt of such notice); or (c) the
      requirement that the Participant relocate his or her principal place of
      employment to a location more than 50 miles from the Participant’s current
      location.4 

     

    5.2 Options
      Not Transferable.
      Options
      may not be transferred (other than by will or laws of descent and distribution).
      Any attempt to effect a transfer of Options that is not permitted by the Plan
      or
      this Agreement shall be null and void.

     

    5.3 Code
      Section 409A.
      The
      parties recognize that certain provisions of this Agreement may be affected
      by
      Code Section 409A and agree to negotiate in good faith to amend this Agreement
      with respect to any changes necessary or advisable to comply with Code Section
      409A. 

     

    5.4 Code
      Section 162(m).
      The
      Options were granted in a manner intended to meet the requirements of “qualified
      performance based compensation” under Code Section 162(m), including the
      requirement that the stockholders of NYFIX approve of the Grant before it can
      be
      effective.

     

    5.5 Notices.
      All
      notices, requests and demands to or upon the parties hereto to be effective
      shall be in writing (including by telecopy), and, unless otherwise expressly
      provided herein, shall be deemed to have been duly given or made when delivered
      by hand, or three days after being deposited in the mail, postage prepaid,
      or,
      in the case of telecopy or email notice, when received, addressed as follows
      to
      the Company and the Participant, or to such other address as may be hereafter
      notified by the parties hereto: 

     

    (i) If
      to the
      Company, to it at the following address: 

     

    NYFIX,
      Inc. 

    100
      Wall
      Street - 26th Floor

    New
      York,
      NY 10005

    Attn:
      General Counsel

    
      
         

          
            

          

        

      

      
        
          	
                  4 

                	
                  To
                    the extent the Participant has a “good reason” definition in an agreement,
                    the agreement should be accurately referenced and this general
                    definition
                    deleted.

                


        

         

      

    

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    (ii) If
      to the
      Participant, to his or her most recent primary residential address or business
      telecopy or email address as shown on the records of the Company. 

     

    5.6 No
      Right To Continued Employment.
      The
      Participant acknowledges and agrees that, notwithstanding the fact that the
      vesting of the Options is contingent upon his or her continued employment by
      the
      Company, this Agreement does not constitute an express or implied promise of
      continued employment or confer upon the Participant any rights with respect
      to
      continued employment by the Company.

     

    5.7 Amendments
      and Conflicting Agreements.
      This
      Agreement may be amended by a written instrument executed by the parties which
      specifically states that it is amending this Agreement or by a written
      instrument executed by the Company which so states if such amendment is not
      adverse to the Participant or relates to administrative matters. 

     

    5.8 Governing
      Law and Interpretation.
      This
      Agreement shall be governed by and construed and enforced in accordance with
      the
      laws of the State of Delaware applicable to contracts made and to be performed
      therein without regard to the conflicts of law principles thereof. Whenever
      the
      word “including” is used herein, it shall be deemed to be followed by the phrase
“without limitation.” Unless otherwise specified herein, all determinations,
      consents, elections and other decisions by the Committee may be made, withheld
      or delayed in its sole and absolute discretion. 

     

    5.9 Titles.
      Titles
      are provided herein for convenience only and are not to serve as a basis for
      interpretation or construction of this Agreement. 

     

    5.10 Counterparts.
      This
      Agreement may be executed in counterparts, which together shall constitute
      one
      and the same instrument and which will be deemed effective whether received
      in
      original form or by telecopy or other electronic means. Facsimile signatures
      shall be as effective as original signatures.

     

    5.11 Construction.
      The
      construction of this Agreement is vested in the Committee, and the Committee’s
      construction shall be final and conclusive on all Persons. 

     

    5.12 Effective
      Date of Agreement.
      This
      Agreement is effective as of the date the stockholders of NYFIX approve the
      Plan.

     

    *
      *
      *

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    IN
      WITNESS WHEREOF,
      the
      Company has caused this Agreement to be executed by a duly authorized
      officer.

     

    
      	 	
              NYFIX,
                INC.

            
	 	 
	 	 
	 	 
	 	
              By:___________________________________

            
	 	
              Name:_________________________________

            


    

    


    


    PARTICIPANT’S
      ACCEPTANCE

    


    The
      Participant acknowledges that he or she has read this Agreement, has received
      and read the Plan, and understands the terms and conditions of this Agreement
      and the Plan and hereby accepts the foregoing Options and agrees to be bound
      by
      the terms and conditions of this Agreement and the Plan.

     

    
      	 	
              PARTICIPANT

            
	 	 
	 	 
	 	____________________________________
	 	
              Signed

            


    

     

     

    
      
         

      

      
        8