EMPLOYMENT AGREEMENT

Employment Agreement

Employment Agreement made and entered into effective as of the 1st day of January, 2007 between NYFIX, Inc., and its subsidiaries and affiliates (“NYFIX”), with offices at 100 Wall Street, New York, N.Y. 10005 and W. Brennan Carley (“Employee”), residing at [address], NY.

NYFIX agrees to employ Employee, and Employee agrees to be employed by NYFIX on the following terms and conditions:

1. Term.

NYFIX hereby agrees to employ Employee, and the Employee hereby accepts such employment, on the terms and conditions set forth herein, unless and until such employment hereunder shall have been terminated as provided in this Agreement. At all times, Employee and NYFIX shall have the right to terminate this Agreement, pursuant to the termination provisions set forth herein.

2. Duties.

A. Employee will render services to NYFIX as Executive Vice President, Head of Business Operations and Chief Strategy Officer in accordance with the duties, rules and instructions established by the Chief Executive Officer (“CEO”) and/or NYFIX’s Board of Directors (“Board”) from time to time. Such duties may include, without limitation, product strategy, product development, client and production integration for NYFIX, marketing, oversight of various operations as needed. Such duties shall be consistent with the duties assigned to senior management team members.

B. Employee will report to the CEO of NYFIX. Employee will use his best efforts to perform faithfully and efficiently his duties hereunder to NYFIX. Employee agrees to devote his full time and energies to the performance of such duties for NYFIX, and will not engage in any outside employment activities or serve on a board of directors for another company, for himself or others, without the prior written approval of the CEO of NYFIX. Notwithstanding the foregoing, Employee may continue to serve as a director of Yipes Enterprise Services (“Yipes”) so long as Yipes does not compete with the business of NYFIX, or any business which NYFIX is actively considering entering into during the Term hereof. Employee is permitted to serve on a board of directors of another company, if he leaves the board of Yipes, and subject to the prior written approval of the CEO of NYFIX, which approval shall not be unreasonably withheld.

3. Compensation.

A. Signing Bonus. On or about January 1, 2007, or Employee’s first day of employment, whichever is later, NYFIX shall pay you a one-time signing bonus of One Hundred Thousand ($100,000) dollars. Notwithstanding the foregoing, Employee agrees that if his employment is terminated pursuant to Paragraphs 4(a) or 4(c) of this Agreement on or before December 31, 2007, Employee shall repay the entire amount he received to NYFIX within 30 days of such termination.

B. Salary. Employee’s base salary shall be at the rate of $300,000 per annum, payable in accordance with NYFIX’s ordinary payroll practices. During the term of this employment agreement, Employee’s salary may be reduced, so long as the Employee’s Annual Target Bonus, as described in Paragraph 3.C., be increased to allow the Employee the opportunity account for the actual reduction in base salary, and so long as similar reductions are made for other similarly situated employees of NYFIX. For example, if Employee’s base salary of $300,000 is reduced by 5 percent ($15,000) and his Target Bonus was 75 percent of base, Employee’s new Target Bonus should be increased by an amount equal to that five percent (thereby raising his Target Bonus in this example to 84.2% of the new base of $285,000).

C. Annual Target Bonus Payments. Employee shall be eligible to participate in the annual management bonus program maintained by NYFIX for similarly situated employees. The terms of this bonus plan shall be in the sole discretion of NYFIX, including its Board. Employee will be assigned a “target bonus,” for each year during the Term, commencing in the calendar year beginning January 1, 2007, of not less than 75% of Employee’s base salary. Employee further recognizes and agrees that in the event that NYFIX adopts a restricted stock or other equity-based bonus plan, any bonus payments are separate and apart from any bonuses paid pursuant to this contract. Such Annual Bonus shall be based on goals and objectives adopted by NYFIX consistent with the manner of adoption of such goals and objectives for other senior management employees of NYFIX, with the actual amount of such Annual Bonus (whether greater or less than the specified target amount) being based upon the degree to which Employee achieves such goals and objectives as determined by NYFIX in its sole discretion.

D. 2007 Minimum Bonus if No Options Granted. Notwithstanding Paragraph 3.C, and subject to the termination provisions in Paragraph 4 and if NYFIX, in its discretion, does not grant Employee options during the calendar year 2007, NYFIX agrees to pay Employee a bonus of no less than $275,000 (plus such amount, if any, that the Employee’s base salary is reduced during calendar 2007 pursuant to paragraph 3.D above) for calendar year 2007, in lieu of the bonus set forth in Paragraph 3.C. to be paid in accordance with bonus payments made by NYFIX in its ordinary course of business.

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E. Benefits . Employee will be eligible to participate in such medical programs and other fringe benefits as NYFIX provides to similarly situated employees. Employee shall be entitled to four weeks vacation.

F. Office and Administrative Support . Employee shall be provided a comparable office and administrative support as NYFIX provides to other similarly situated employees.

G. Expenses . Employee will be entitled to reimbursement for reasonable travel, entertainment and other out-of-pocket business expenses necessarily occurred in the performance of his duties hereunder, upon submission and approval of written statements and receipts in accordance with NYFIX’s regular procedures in effect from time to time.

H. Withholdings . NYFIX shall make such deductions and withhold such amounts from each payments made to Employee under this Agreement as may be required from time to time by law , government regulation or order.

I. Arbitration and Confidentiality . Upon execution of this Agreement, the Employee agrees to execute the confidentiality and arbitration agreements adopted by NYFIX, and agrees to be bound by all policies and procedures adopted by NYFIX from time to time which apply to all employees of NYFIX.

4. Termination.

(a) Termination by the Employee . Employee may terminate his employment with NYFIX at any time, upon 30 days written notice, to the CEO of NYFIX. In such an event, no further payments shall be made to Employee, nor shall any benefits be afforded to Employee following such termination, except for amounts due and owing as of the date his employment terminates (the "Termination Date") and such benefits as are required by law.

(b) Termination by the Employee For Good Reason . Employee may terminate his employment at any time for "Good Reason", as defined below, provided that he provides NYFIX with written notice of ten (10) business days. In such an event, payments will be made to Employee in accordance with subparagraph (e).

As used in this Agreement, “Good Reason” shall mean the occurrence of any of the following events:

(i) a material diminution in the Employee’s duties;

(ii) a material reduction in Employee’s base salary (other than as provided for in paragraph 3.B above);

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(iii) a relocation of the Employee’s principal office to a location greater than fifty (50) surface miles from his prior office; or,

(c) Termination by NYFIX for Cause. NYFIX may terminate Employee’s employment at any time for "Cause", as defined below. In such event, no further payments shall be made to Employee, nor shall any benefits be afforded to Employee following such termination, except for amounts due and owing as of the Termination Date and such benefits as are required by law.

As used in this agreement, the term “Cause” shall mean:

(i) Employee is convicted of any felony or other crime involving securities law violations, banking law violations,

(ii) Employee engages in an act which involves moral turpitude or which, if generally known, would or might reasonably have a material adverse effect on the business, assets, properties, results of operations, financial condition, personnel