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Agreement and Plan of Merger

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Title:

Agreement and Plan of Merger

Entities:

NYFIX Inc.

Date:

2002

Size:

Preview shows 1KB of 5KB total

Price:

$39

ID:

#1157758

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                               AMENDMENT NO. 1 TO
                          AGREEMENT AND PLAN OF MERGER



            This FIRST AMENDMENT (this "Amendment") to the Agreement and Plan of
Merger, dated as of March 12, 2002 (the "Merger  Agreement"),  is made as of the
20th day of March,  2002,  by and among Javelin  Technologies,  Inc., a Delaware
corporation  ("Javelin"),  NYFIX,  Inc., a New York corporation  ("NYFIX"),  and
NYOlympus,  Inc., a Delaware  corporation  and wholly owned  subsidiary of NYFIX
("Merger Sub").  Capitalized  terms not otherwise  defined herein shall have the
meanings ascribed to such terms in the Merger Agreement.

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

            WHEREAS,  the parties desire to amend the Merger Agreement to ensure

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