RENAISSANCE TRADING TECHNOLOGIES, LLC

                       CONVERTIBLE SECURED PROMISSORY NOTE

NEITHER  THIS  NOTE  NOR THE  LIMITED  LIABILITY  COMPANY  UNITS  ISSUABLE  UPON
CONVERSION  HAVE BEEN  REGISTERED  UNDER THE  SECURITIES ACT OF 1933, AS AMENDED
("ACT"),  OR UNDER  ANY  STATE  SECURITIES  LAW AND SUCH  SECURITIES  MAY NOT BE
PLEDGED,   SOLD,  ASSIGNED  OR  TRANSFERRED  IN  THE  ABSENCE  OF  AN  EFFECTIVE
REGISTRATION  STATEMENT  WITH RESPECT  THERETO UNDER THE ACT AND ANY  APPLICABLE
STATE  SECURITIES  LAW,  OR UNLESS THE  COMPANY  RECEIVES AN OPINION OF COUNSEL,
SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED.

$1,500,000                                                 As of October 2, 2002


FOR VALUE RECEIVED,  RENAISSANCE TRADING  TECHNOLOGIES,  LLC, a Delaware limited
liability company (the "Company"),  promises to pay to the order of NYFIX, INC.,
a New York corporation  (the "Holder"),  on the earlier to occur of (i) the five
year anniversary of the date hereof (the "Maturity  Date"),  or (ii) an Event of
Default (as defined in Section 1 below),  unless this Note is converted prior to
such dates pursuant to Section 3 below, the principal amount of ONE MILLION FIVE
HUNDRED  THOUSAND DOLLARS  ($1,500,000),  in such coin or currency of the United
States  of  America  as at the time of  payment  shall be legal  tender  for the
payment of public or private debts, together with interest on the unpaid balance
of said principal  amount from time to time  outstanding at the rate of five and
one-half percent (5 1/2%) per annum.

If any payment hereunder becomes due and payable on a Saturday,  Sunday or legal
holiday under the laws of the United States of America or the State of New York,
or both,  the due date  thereof  shall be  extended  to the next  business  day.
Payments of principal and interest are to be made at the address provided herein
for the Holder (or at such other  place as the Holder  shall have  notified  the
Company in writing at least five (5) days before such payment is due) or by wire
transfer pursuant to the Holder's written instructions.

     1.  EVENTS OF  DEFAULT.  (a) Upon the  occurrence  of any of the  following
events (herein called "Events of Default"):


          (i) The Company shall fail to pay the principal of or interest on this
     Note on the Maturity Date;

          (ii) (A) The Company  shall  commence any  proceeding  or other action
     relating  to  it  in  bankruptcy  or  seek   reorganization,   arrangement,
     readjustment  of  its  debts,   receivership,   dissolution,   liquidation,





     winding-up,  composition or any other relief under any  bankruptcy  law, or
     under  any  other  insolvency,  reorganization,  liquidation,  dissolution,
     arrangement,  composition, readjustment of debt or any other similar act or
     law, of any jurisdiction,  domestic or foreign,  now or hereafter existing;
     or (B) the Company shall admit the material  allegations of any petition or
     pleading in connection with any such  proceeding;  or (C) the Company shall
     apply for,  or consent or  acquiesce  to, the  appointment  of a  receiver,
     conservator,  trustee or similar officer for it or for all or a substantial
     part of its property;  or (D) the Company  shall make a general  assignment
     for the benefit of creditors;

          (iii) (A) The  commencement  of any  proceedings  or the taking of any
     other action  against the Company in bankruptcy or seeking  reorganization,
     arrangement,   readjustment   of  its  debts,   liquidation,   dissolution,
     arrangement,  composition,  or any other relief under any bankruptcy law or
     any other similar act or law of any jurisdiction,  domestic or foreign, now

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