AGREEMENT AND PLAN OF MERGER

                                      among

                                  NYFIX, INC.,

                                NYOLYMPUS, INC.,

                                       and

                           JAVELIN TECHNOLOGIES, INC.

                           Dated as of March 12, 2002







                          AGREEMENT AND PLAN OF MERGER

            AGREEMENT AND PLAN OF MERGER, dated as of March 12, 2002 (this
"Merger Agreement"), among NYFIX, Inc., a New York corporation ("NYFIX"),
NYOlympus, Inc., a Delaware corporation and a wholly-owned subsidiary of NYFIX
("Merger Sub"), and Javelin Technologies, Inc., a Delaware corporation
("Javelin").

            WHEREAS, the Boards of Directors of NYFIX, Merger Sub and Javelin
have each approved the merger of Merger Sub with and into Javelin (the "Merger")
upon the terms and subject to the conditions of this Merger Agreement, thus
enabling NYFIX to acquire all of the common stock of Javelin in exchange for
cash and common stock of NYFIX;

            WHEREAS, the stockholders of Javelin have approved the Merger and
the terms of this Merger Agreement;

            WHEREAS, for federal income tax purposes, it is intended that the
Merger shall qualify as a reorganization within the meaning of Section 368(a) of
the Internal Revenue Code of 1986, as amended (the "Code"); and

            WHEREAS, NYFIX, Merger Sub and Javelin desire to make certain
representations, warranties, covenants and agreements in connection with the
Merger and also to prescribe various conditions to the Merger;

            NOW, THEREFORE, in consideration of the foregoing and the
representations, warranties, covenants and agreements herein contained, the
parties agree as follows:

                                   ARTICLE I
                                   THE MERGER

Section 1.01    The Merger; Effective Time of the Merger

            Upon the terms and conditions of this Merger Agreement and in
accordance with the Delaware General Corporation Law (the "DGCL"), Merger Sub
shall be merged with and into Javelin at the Effective Time (as hereinafter
defined). The Merger shall become effective immediately when a certificate of
merger (the "Certificate of Merger"), prepared and executed in accordance with
the relevant provisions of the DGCL, is duly filed with the Secretary of State
of the State of Delaware or, if agreed to by the parties, at such time
thereafter as is provided in the Certificate of Merger (the "Effective Time").
The filing of the Certificate of Merger shall be made as soon as practicable
after the closing of the Merger (the "Closing").






Section 1.02     Closing.

            The Closing shall take place at 10:00 a.m. on a date to be specified
by the parties, which shall be no later than the fifth business day after
satisfaction (or waiver in accordance with this Merger Agreement) of the latest
to occur of the conditions set forth in Article VI (the "Closing Date"), at the
offices of Olshan Grundman Frome Rosenzweig & Wolosky LLP, 505 Park Avenue, New
York, New York 10022, unless another date or place is agreed to in writing by
the parties.

Section 1.03     Merger Consideration

            (a) Subject to adjustments set forth in Sections 1.03(d) and 1.03(e)
below, the aggregate consideration to be paid at the Closing to the equity
holders of Javelin (the "Javelin Stockholders"), as well as to holders of
options and warrants to purchase Javelin securities, shall consist of a
combination of cash (the "Cash Consideration") and shares (the "Stock
Consideration") of common stock, par value $0.001 per share, of NYFIX ("NYFIX
Common Stock") with an aggregate value of $55,000,000 (collectively, the "Base
Consideration"). The amount of the Cash Consideration shall equal the greatest
amount permissible (up to 20% of the Base Consideration) without jeopardizing
the tax-free nature of the transaction pursuant to Section 368 of the Code. The
amount of NYFIX Common Stock to be paid as Stock Consideration (the "Stock
Amount") shall equal the Base Consideration, minus the amount of the Cash
Consideration, minus the Option Costs (as defined herein). For purposes of this
Section 1.03(a), "Option Costs" shall mean the cost to NYFIX of adopting all
unexercised Javelin Stock Options and Warrants (defined herein) as of the
Closing Date under the Javelin Stock Plan, including the adjustment to the
Javelin exercise price for each optionee or Warrant holder in accordance with
Section 2.01(g) hereof. The number of shares of NYFIX Common Stock representing
the Stock Consideration will equal the quotient derived by dividing the Stock
Amount by the average of the last reported sale prices of the NYFIX Common Stock
for the five (5) consecutive trading days ending on March 27, 2002 (the "Average
Price") on the primary exchange on which the NYFIX Common Stock is traded,
including The Nasdaq Stock Market's National Market ("Nasdaq"); provided,

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