THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

NYFIX, Inc. (NYFX.PK)

9/15/2004 Proxy Information

On June 30, 1999, Peter K. Hansen, our President and Chief Executive Officer, issued us a promissory note in the principal amount of $16,875 as payment for the purchase price of an option he exercised for 16,875 shares of our common stock (at an exercise price of $1.00 per share). Such note originally bore interest at 6% per annum, was scheduled to mature on June 30, 2005 and was secured by the 16,875 shares. This note was revised on June 30, 2002 to reflect an interest rate of 5.5% per annum. The note was paid in full on December 31, 2003.

On December 30, 1997, Mr. Hansen issued us a promissory note in the principal amount of $230,000 as payment for the purchase price of an option he exercised for 258,750 shares of our common stock (at an exercise price of $0.89 per share). Such note originally bore interest at 6% per annum, matured on December 30, 2003 and was secured by the 258,750 shares. This note was revised on December 30, 2000, to reflect an interest rate of 7.5% per annum. The note was paid in full on December 31, 2003.

On December 31, 1996, Mr. Hansen issued us a promissory note in the principal amount of $50,000 as payment for the purchase price of an option he exercised for 112,500 shares of our common stock (at an exercise price of $0.44 per share). Such note originally bore no interest, was scheduled to mature on December 31, 2004 and was secured by the 112,500 shares. This note was revised on December 31, 2001, to reflect an interest rate of 5.5% per annum. The note was paid in full on December 31, 2003.

On July 10, 2002, Keith R. Jamaitis, when he was not an Executive Officer, issued us a promissory note in the principal amount of $71,229. Such note bore interest at 5.5% per annum and matured on July 10, 2004. The note was paid in full on May 27, 2004.

On November 23, 2003, Mr. Jamaitis, when he was not an Executive Officer, issued to the NYFIX, Inc. 401(k) Plan (the "Plan") a promissory note in the principal amount of $30,000 secured by a portion of Mr. Jamaitis' vested account balance in the Plan. Such note bears interest at 5.0% per annum and matures on December 12, 2008. The outstanding balance of the note, including principal and interest, was $24,489 at August 24, 2004.

Mr. Jamaitis was named President of NYFIX USA and an Executive Officer in January 2004.

4/30/2003 Proxy Information

On July 2, 2002, Richard A. Castillo, then our Chief Financial Officer, issued us a promissory note in the principal amount of $330,693. Such note bears interest at 5.5% per annum and matures on July 2, 2004. During 2002, Mr. Castillo repaid $30,693 of principal and all interest accrued on the note through December 31, 2002. The outstanding principal balance of the note as of December 31, 2002 was $300,000.

On May 13, 2002, Mr. Castillo issued us a promissory note in the principal amount of $70,000 as payment for the purchase price of an option he exercised for 22,500 shares of our common stock (at an exercise price of $3.11 per share). Such note bears interest at 5.5% per annum, matures on May 13, 2004 and is secured by the 22,500 shares. During 2002, Mr. Castillo repaid all interest accrued on the note through December 31, 2002. The outstanding principal balance of the note as of December 31, 2002 was $70,000.

On October 1, 2001, Mr. Castillo issued us a promissory note in the principal amount of $78,125 as payment for the purchase price of an option he exercised for 11,250 shares of our common stock (at an exercise price of $6.94 per share). Such note bears interest at 5.5% per annum, matures on October 1, 2003 and is secured by the 11,250 shares. During 2002, Mr. Castillo repaid all interest accrued on the note through December 31, 2002. The outstanding principal balance of the note as of December 31, 2002 was $78,125.

On December 1, 2000, Mr. Castillo issued us a promissory note in the principal amount of $70,000 as payment for the purchase price of an option he exercised for 22,500 shares of our common stock (at an exercise price of $3.11 per share). Such note originally bore interest at 7.5% per annum, matures on December 1, 2003 and is secured by the 22,500 shares. This note was revised on December 1, 2001, to reflect an interest rate of 5.5% per annum. During 2002, Mr. Castillo repaid all interest accrued on the note through December 31, 2002. The outstanding principal balance of the note as of December 31, 2002 was $70,000.

On December 13, 1999, Mr. Castillo issued us a promissory note in the principal amount of $70,000 as payment for the purchase price of an option he exercised for 22,500 shares of our common stock (at an exercise price of $3.11 per share). Such note bore interest at 6% per annum, matured on December 13, 2002 and was secured by the 22,500 shares. The outstanding balance of principal plus interest of the note to Mr. Castillo was paid off on December 13, 2002.

On June 30, 1999, Peter K. Hansen, our President and Chief Executive Officer, issued us a promissory note in the principal amount of $16,875 as payment for the purchase price of an option he exercised for 16,875 shares of our common stock (at an exercise price of $1.00 per share). Such note originally bore interest at 6% per annum, matures on June 30, 2005 and is secured by the 16,875 shares. This note was revised on June 30, 2002 to reflect an interest rate of 5.5% per annum. The outstanding balance of principal plus interest of the note as of December 31, 2002 was $20,386.

On December 30, 1997, Mr. Hansen issued us a promissory note in the principal amount of $230,000 as payment for the purchase price of an option he exercised for 258,750 shares of our common stock (at an exercise price of $0.89 per share). Such note originally bore interest at 6% per annum, matures on December 30, 2003 and is secured by the 258,750 shares. This note was revised on December 30, 2000, to reflect an interest rate of 7.5% per annum. The outstanding balance of principal plus interest of the note as of December 31, 2002 was $306,032.

On December 31, 1996, Mr. Hansen issued us a promissory note in the principal amount of $50,000 as payment for the purchase price of an option he exercised for 112,500 shares of our common stock (at an exercise price of $0.44 per share). Such note originally bore no interest, matures on December 31, 2004 and is secured by the 112,500 shares. This note was revised on December 31, 2001, to reflect an interest rate of 5.5% per annum. The outstanding balance of principal plus interest of the note as of December 31, 2002 was $52,750.

Mr. Hansen had an aggregate of $240,378 in travel and salary advances at December 31, 2002. Such advances were paid off in full on March 31, 2003.

In connection with each of the promissory notes described above, no funds were transferred from us to the noteholders, with the exception of the note received from Mr. Castillo on July 2, 2002. In addition, none of the shares received by the noteholders upon exercise of their respective options have been sold, and no noteholder may sell any of such shares until the applicable secured promissory notes have been paid.