Reference is hereby made to that certain Purchase Agreement, dated
as of December 30, 2004 (the "Purchase Agreement"), by and among NYFIX, Inc.
("NYFIX") and Whitebox Convertible Arbitrage Partners L.P. ("Whitebox"),
pursuant to which Whitebox purchased a $7,500,000 convertible promissory note of
NYFIX (the "Original Note"). All capitalized terms used herein but not otherwise
defined herein shall have the meanings ascribed to them in the Purchase
Pursuant to Section 2.2 of the Purchase Agreement, Whitebox had the
option to elect within 90 days after the Closing Date (the "Election Period") to
purchase up to an additional $2,500,000 convertible promissory note on the same
terms and conditions as the Original Note.
The parties hereto agree that the Election Period shall be extended
until such date which is 10 days after NYFIX files its Annual Report on Form
10-K for the fiscal year ended December 31, 2004.
This agreement shall be governed by and construed in accordance with
the laws of the State of New York, This agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original and all of
which together shall be deemed to be one and the same instrument. A facsimile
copy of a signature page shall be deemed an original signature for purposes of
this agreement and, notwithstanding Section 6.7 of the Purchase Agreement, a
facsimile shall be deemed a proper method of delivery of this agreement.
IN WITNESS WHEREOF, the undersigned have duly executed this
agreement as of the 30th day of March, 2005.
By: /s/ Peter K Hansen