0000921895-05-001036 Sample Contracts

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EXHIBIT 10.33 AGREEMENT
33 Agreement • June 30th, 2005 • Nyfix Inc • Services-computer integrated systems design • New York

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 Agreement.

AGREEMENT TO AMEND CONVERTIBLE PROMISSORY NOTE AND REGISTRATION RIGHTS AGREEMENT AND TO WAIVE BREACHES
Nyfix Inc • June 30th, 2005 • Services-computer integrated systems design
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