EXHIBIT 10.3

## SEPARATION
AGREEMENT

The following sets forth an
Agreement between Optimark, Inc. (the Company) and James G. Rickards
(Employee) regarding his separation from employment with the
Company.

WHEREAS, Employee's employment with the Company was terminated on April 6, 2001; and

WHEREAS,
the parties mutually agree to resolve any issues that may exist between them
regarding the circumstances of Employees termination of employment,

THEREFORE, the parties agree as follows:

1.    Payments
and Benefits Supporting Agreement.   In consideration for signing this Agreement and compliance
with the promises made herein, OptiMark, Inc. agrees to and hereby does forgive Employee's repayment to OptiMark,
Inc. of a Promissory Note, dated February 27, 2001, in the amount of FIFTY THOUSAND DOLLARS ($50,000) and all
accrued interest thereon.

2.    No Consideration Absent
Execution of this Agreement.  Employee understands and agrees that he would not
have received the consideration specified in paragraph "1" above except for his execution of this Agreement and
fulfillment of the promises contained herein.

3.    General Release of
Claims.  Employee recognizes that the consideration referred to in
paragraph 1 is above and beyond any amounts otherwise due him for
services rendered or to be rendered or under the Companys general policies
or programs or under the Employees employment agreement with the Company.

In consideration of and as
a condition to this consideration, Employee hereby, to the extent allowed by
law, releases and forever discharges the Company and all of its respective
affiliates, subsidiaries, parent, present or former partners, members,
stockholders, officers, directors, employees, subsidiaries, agents, successors
or assigns (collectively, the Releasees) from any claim for future
employment, and of and from all claims or causes of action or other demands
whatsoever, which he ever had, now has, or hereafter can, shall or may have
against the Releasees, arising out of or related to his employment relationship
with the Company or the termination of that relationship.

This general release or giving up of claims is binding on the Employee, his
heirs, his assigns, and/or his representatives.

Listed below are examples
of the statutes and legal theories from which the Employee has released and
discharged the Releasees and under which the Employee will not bring any claim.
In the event that the law prohibits a release or waiver of claims under any such
statute or theory, the Employee hereby waives the right to seek or accept
damages in a proceeding under the statute or theory and/or hereby acknowledges
that he has no valid claim under such statute or theory. The claims released or
acknowledged not to exist include, but are not limited to, any alleged violation
of: The Age Discrimination in Employment Act of 1967, as amended, and including
the Older Workers Benefit Protection Act of 1990,
29 U.S.C. § 621 et seq.; any other federal,
state or local civil or human rights law or any other local, state or federal
law, regulation or ordinance prohibiting, among other things, sexual harassment
or discrimination on the basis of sex, race, color, creed, religion, age,
disability, national origin, sexual orientation or marital status; and any
public policy, contract, tort, or other common law claim or cause of action,
including but not limited to breach of implied or express contract, intentional
or negligent infliction of emotional distress, negligent misrepresentation,
defamation, wrongful discharge.

4.    Unknown Claims
Released.  Employee understands that he is releasing Claims that he may
not know about. This is Employees knowing and voluntary intent, even
though Employee recognizes that someday he might learn that some or all of the
facts he currently believes to be true are untrue and even though he might then
regret having signed this Agreement. Nevertheless, Employee assumes that risk
and agrees that this Agreement shall remain effective in all respects in any
such case. Employee expressly waives all rights he might have under any law that
is intended to protect Employee from waiving unknown claims, and he understands
the significance of doing so.

5.    Claims Not
Released.  Employee   understands   that   he  is   not
releasing  any claim that  relates to his right to enforce this  Agreement,  any
rights or claims that arise after the signing of this  Agreement,  or his right,
if any, to government provided unemployment benefits. The Company agrees that it
will  not  contest   Employee  seeking  or  otherwise   obtaining   unemployment
compensation benefits

6.    No Participation
In Claims.  Employee understands that if this Agreement were not signed,
he would have the right to voluntarily assist other individuals or entities in
bringing claims against the Company. Employee hereby waives that right and he
will not provide any such assistance, other than assistance in an investigation
or proceeding conducted by an agency of the United States government. To the
extent that the law prohibits Employee from waiving his right to bring and/or
participate in the investigation of a claim, he nevertheless waives his right to
seek or accept any damages or relief in any proceeding.

7.    Prohibited Statements.  Employee agrees
to refrain  from  taking  action or making  statements,  written or oral,  which
disparage or defame the goodwill or

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reputation of the Releasees or which could  adversely  affect the morale of
other employees of the Company.

8.    Confidentiality.  Except
for informing his spouse and communicating with legal or financial advisers,
and except as otherwise may be required by applicable law, Employee will keep confidential the terms and
conditions of this Agreement.

9.    Nonadmission Of
Liability.  Employee recognizes and agrees that this Agreement is not
intended to imply any wrongdoing on the Companys part with respect to his
employment or its termination, or any other reason, and shall not constitute
evidence of the same. Employee acknowledges that he resigned from the employment
with the Company on April 6, 2001; that such resignation was not a constructive
termination; and that such resignation was voluntary on his part.

10.    Return of Company
Property.  Employee represents that he has returned all Company property,
documents and copies of documents, including but not limited to
Confidential Information. Confidential Information means
inventions, trade secrets, designs, discoveries and improvements, patentable and
unpatentable, concerning products and solutions related to the actual and
anticipated business of the Company, price and customer lists, customer contact
information, materials, research or test reports, sales organization or methods,
sales presentations, weekly reports, operating organization or methods, supplier
relationships, and inventories of the Company. Employee further agrees not
to disclose or use any Confidential Information.

11.    Duty of
Cooperation.  Employee covenants and agrees to cooperate with the
Company with respect to any reasonable request to provide information or assist
in any matter relating to the business of the Company of which he may have
knowledge or information including, but not limited to, the defense of any
pending or threatened litigation or government audit.

12.    Voluntary
Agreement.  Employees decision to enter into this Agreement is
based solely on the mutual considerations described above and is wholly his free
act and deed. Before signing this Agreement, Employee has had the opportunity
for up to twenty-one (21) days to carefully consider the terms and ramifications
of the Agreement and the opportunity to consult with his advisors, legal or
otherwise, which the Company has encouraged Employee to do.

13.    Governing Law and Interpretation.  This
Agreement shall be governed and conformed in accordance with the
laws of the State of New Jersey without regard to its conflict of laws provision.

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14.    Limitations
on Changing Agreement.  This Agreement may not be modified, altered or
changed except upon express written consent of both parties wherein specific
reference is made to this Agreement.

15.    Entire Agreement.  Employee acknowledges that he has not relied on any representations, promises, or
agreements of any kind made to him in connection with his decision to sign this Agreement, except for those set
forth in this Agreement.

16.    Revocation.  Employee may revoke this Agreement for a period of
seven (7) days following the day he executes this Agreement. Any revocation
within this period must be submitted, in writing, to Neil Cohen, Esq. and state,
I hereby revoke my acceptance of our Agreement and General Release.
This Agreement shall not become effective or enforceable until the revocation
period has expired. If the last day of the revocation period is a Saturday,
Sunday, or legal holiday, then the revocation period shall not expire until the
next following day which is not a Saturday, Sunday, or legal holiday.

17.    Severability.  If
any provision of this Agreement shall be deemed
invalid or unenforceable in any respect, such invalidity or unenforceability
shall not affect any other provision hereof, and this Agreement shall be
construed and enforced as if it had never contained such invalid or
unenforceable provision. In addition, in place of such invalid or unenforceable
provision, there shall automatically be added hereto a provision as similar to
such invalid or unenforceable provision as may be possible and still be valid
and enforceable.

EMPLOYEE
HAS HAD TWENTY ONE (21) DAYS TO CONSIDER THIS AGREEMENT AND GENERAL RELEASE AND
CONFIRMS THAT THE COMPANY ADVISED HIM TO CONSULT WITH HIS ATTORNEY BEFORE
EXECUTING THE AGREEMENT.

EMPLOYEE
AGREES THAT ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO THIS AGREEMENT AND
GENERAL RELEASE DO NOT RESTART OR AFFECT IN ANY MANNER THE ORIGINAL TWENTY ONE
DAY CONSIDERATION PERIOD.

HAVING
ELECTED TO EXECUTE THIS AGREEMENT AND GENERAL RELEASE, TO FULFILL THE PROMISES
SET FORTH HEREIN, AND TO RECEIVE THE CONSIDERATION SET FORTH IN PARAGRAPH
1 ABOVE, EMPLOYEE FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION
ENTERS INTO THIS AGREEMENT AND GENERAL RELEASE INTENDING TO WAIVE, SETTLE AND
RELEASE ALL CLAIMS HE HAS OR MIGHT HAVE AGAINST THE RELEASED ENTITIES.

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IN WITNESS  WHEREOF,  the parties  knowingly and voluntarily  executed this
agreement as of the date set forth below:

|October 15, 2001 |  | /s/ JAMES G. RICKARDS
|---------------- |  | ---------------------
|                 |  |                      
|Date             |  | Employee             
|                 |  |                      
|                 |  |                      
|                 |  | Optimark, Inc.       

|October 15, 2001 |  | By: | /s/ NEIL G. COHEN
|---------------- |  | --- | -----------------
|                 |  |     |                  
|Date             |  |     | Its Secretary    

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