<PAGE>   1


                                                                   EXHIBIT 10.26

                                                                 August 24, 1998

       THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS
       WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
       AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND NEITHER THIS
       WARRANT, SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD,
       TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN
       EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE
       SECURITIES LAWS OR PURSUANT TO A WRITTEN OPINION OF COUNSEL SATISFACTORY
       TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

       NEITHER THIS WARRANT NOR THE SECURITIES ACQUIRED UPON EXERCISE OF THIS
       WARRANT MAY BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED, IN WHOLE OR IN
       PART, WITHOUT THE PRIOR WRITTEN CONSENT OF THE ISSUER.

                           OPTIMARK TECHNOLOGIES, INC.

                          COMMON STOCK PURCHASE WARRANT

       THIS CERTIFIES THAT, for value received, Francis X. Egan, or his
permitted assigns (the "Holder"), is entitled to subscribe for and purchase up
to Forty Thousand (40,000) validly issued, fully paid and nonassessable shares
("Warrant Shares") of voting Common Stock of OptiMark Technologies, Inc., a
Delaware corporation (the "Company"), at the exercise price to be determined in
accordance with Section 2 below (the "Exercise Price"), subject to the terms,
conditions and adjustments hereinafter set forth.

       1.     Definitions. As used in this Warrant, in addition to other
capitalized terms defined elsewhere herein, the following terms have the
meanings indicated:

              "Act" means the Securities Act of 1933, as amended, and the Rules
              and Regulations promulgated thereunder.

              "Additional Shares" has the meaning specified in Section 6(b)(ii)
               below.

              "Additional Warrant" has the meaning specified in Section 6(b)(ii)
               below.

              "Board of Directors" means the board of directors of the Company,
              as constituted from time to time.




<PAGE>   2

              "Business Day" means any day other than a Saturday, Sunday or a
day on which national banks are authorized by law to close in the  State of New
York.

              "Capital Stock" means, with respect to any Person, any and all
shares, interests, participations, rights in, or other equivalents (however
designated and whether voting or non-voting) of, such  Person's capital stock
and any and all rights, warrants or options exchangeable for or convertible
into such capital stock.

              "Common Stock" means the voting and nonvoting common stock, $.01
par value per share, of the Company, or any other capital stock of the Company
into which such stock is reclassified or  reconstituted.

              "Company" has the meaning specified on the cover of this Warrant.

              "Distribution" has the meaning specified in Section 6(b)(i) below.

              "Exercise Date" has the meaning specified in Section 3(d) below.

              "Exercise Form" means an Exercise Form in the form annexed hereto
              as Exhibit A.

              "Exercise Period" has the meaning specified in Section 2(a) below.

              "Expiration Date" means the fifth anniversary of the Warrant Issue
              Date.

              "Fair Market Value" means the amount that a willing buyer would
pay a willing seller in an arm's length transaction, as reasonably determined by
the Board of Directors in good faith.

              "Person" means any individual, firm, corporation, partnership,
limited liability company, trust, incorporated or unincorporated association,
joint venture, joint stock company, governmental authority or other entity of
any kind, and shall include any successor (by merger or otherwise) of such
entity.

              "Transaction" has the meaning specified in Section 7 below.

              "Warrant Issue Date" means August 24, 1998.

       2.     Exercise of Warrant.

              (a)    Term of Warrant. Subject to the terms and conditions set
forth herein, including but not limited to the vesting schedule set forth in
Section 3(a) below, this Warrant may be exercised, in whole or in part, by the
Holder at any time, or from time to time, during the term commencing on first
anniversary of the Warrant Issue Date and ending at 5:00 p.m., New York City


<PAGE>   3

time on the Expiration Date (the "Exercise Period"). This Warrant shall expire
on the Expiration Date if and to the extent not exercised by the Holder during
the Exercise Period.

              (b)    Exercise Price. Subject to potential adjustment from time
to time pursuant to Section 6 hereof, this Warrant shall be exercisable at an
Exercise Price of Ten Dollars ($10.00) per share of Common Stock.

       3.     Vesting; Method of Exercise; Payment; Stock Certificates.

              (a)    Vesting. The purchase rights represented by this Warrant
may be exercised by the Holder only in accordance with the vesting schedule set
forth herein. During the period beginning on the first anniversary of the
Warrant Issue Date and ending on the second anniversary of the Warrant Issue
Date, the purchase rights represented by this Warrant may be exercised by the
Holder only as to 13,334 Warrant Shares (subject to adjustment as provided for
herein). During the period beginning on the second anniversary date of the
Warrant Issue Date and ending on the third anniversary of the Warrant Issue
Date, the purchase rights represented by this Warrant may be exercised by the
Holder only as to 26,667 Warrant Shares (subject to adjustment as provided
herein), less the number of Warrant Shares previously purchased pursuant to the
exercise of this Warrant. During the period beginning on the third anniversary
of the Warrant Issue Date and ending on the Expiration Date, the purchase rights
represented by this Warrant may be exercised by the Holder as to the full 40,000
Warrant Shares (subject to adjustment as provided for herein) to which this
Warrant is subject, less the number of Warrant Shares previously purchased
pursuant to the exercise of this Warrant.

              (b)    Method of Exercise; Payment of Purchase Price. Subject to
the vesting schedule set forth above, the purchase rights represented by this
Warrant may be exercised by the Holder, in whole or in part, at any time, or
from time to time, during the Exercise Period by the surrender of this Warrant
(with a duly executed Exercise Form specifying the number of Warrant Shares to
be purchased) at the principal office of the Company, and by the payment to the
Company in cash, by certified, cashier's or other check acceptable to the
Company, of an amount equal to the aggregate Exercise Price for those Warrant
Shares specified in the Exercise Form.

              (c)    Stock Certificates. In the event of the exercise of the
rights represented by this Warrant as provided above, the Company shall promptly
(i) issue and deliver to the Holder, one or more certificates representing the
shares of voting Common Stock so purchased by the Holder, in such name or names
as may be designated by the Holder, and (ii) if applicable, cash in lieu of any
fraction of a share.

              (d)    When Exercise Effective. The exercise of this Warrant shall
be deemed effective immediately prior to the close of business on the Business
Day on which this Warrant is surrendered to the Company as provided in this
Section 3 (the "Exercise Date"). The Person in whose name any certificate for
shares of Common Stock shall be issuable upon such exercise, as provided in
Section 3(c), shall be deemed to be the record holder of such shares of Common
Stock for all purposes on the Exercise Date. In the event that this Warrant is
exercised in part, the


<PAGE>   4

Company at its expense will execute and deliver a new Warrant of like tenor
exercisable for the number of Warrant Shares for which this Warrant may still
thereafter be exercised.

       4.     Stock Fully Paid; Reservation of Shares. All of the shares of
Common Stock issuable upon the exercise of the rights represented by this
Warrant will, upon issuance, be duly authorized, validly issued, fully paid and
nonassessable, and free of all taxes, liens and charges with respect to the
issue thereof. During the Exercise Period, the Company shall at all times have
authorized and reserved a sufficient number of shares of its voting Common Stock
to provide for the exercise of the rights represented by this Warrant.

       5.     Fractional Shares. No fractional shares of Common Stock will be
issued in connection with any exercise hereunder. In lieu of such fractional
shares the Company shall make a cash payment therefor based upon the Fair Market
Value of the Common Stock.

       6.     Certain Adjustments.

              (a)    Capital Adjustments. The number of Warrant Shares
purchasable upon the exercise of this Warrant and the Exercise Price then in
effect pursuant to Section 2(b) shall be subject to adjustment as follows:

                             (i) Stock Dividends, Splits, Etc. If at any time
after the Warrant Issue Date (A) the Company shall pay a stock dividend payable
in shares of Common Stock or (B) the number of shares of Common Stock shall be
increased by a subdivision or split-up of shares of Common Stock, then, on the
date of the payment of such dividend or immediately after the effective date of
subdivision or split up, as the case may be, the number of Warrant Shares to be
delivered upon exercise of this Warrant will be increased so that the Holder
will be entitled to receive the number of shares of Common Stock that such
Holder would have owned immediately following such action had this Warrant been
exercised immediately prior thereto, and the Exercise Price will be adjusted as
provided below in paragraph (iii).

                             (ii) Combination of Stock. If the number of shares
of Common Stock outstanding at any time after the Warrant Issue Date shall be
decreased by a combination of the outstanding shares of Common Stock, then,
immediately after the effective date of such combination, the number of Warrant
Shares to be delivered upon exercise of this Warrant will be decreased so that
the Holder thereafter will be entitled to receive the number of shares of
Common Stock that such Holder would have owned immediately following such
action had this Warrant been exercised immediately prior thereto, and the
Exercise Price will be adjusted as provided below in paragraph (iii).

                             (iii) Exercise Price Adjustment. Whenever the
number of Warrant Shares purchasable upon the exercise of this Warrant is
adjusted as provided pursuant to this Section 6(a), the Exercise Price payable
upon the exercise of this Warrant shall be adjusted by multiplying such
Exercise Price immediately prior to such adjustment by a fraction, of which the


<PAGE>   5

numerator shall be the number of Warrant Shares purchasable upon the
exercise of the Warrant immediately prior to such adjustment, and of which the
denominator shall be the number of Warrant Shares purchasable immediately
thereafter; provided, however, that the Exercise Price for each Warrant Share
shall in no event be less than the par value of such Warrant Share.

              (b)    Certain Distributions.

                             (i)  Exercise Price Adjustment. In case the
Company shall at any time or from time to time distribute to all or
substantially all of the holders of shares of its Common Stock (including, but
not limited to, any distribution made in connection with a merger or
consolidation in which the Company is the resulting or surviving Person and the
Common Stock is not changed or exchanged) cash, evidences of indebtedness of
the Company or another Person, securities of the Company or another Person, or
other assets (excluding dividends payable in shares of Common Stock for which
adjustment is made under Section 6(a)(i)) or rights or warrants to subscribe
for or purchase the foregoing (each, a "Distribution"), then, and in each such
case, the Exercise Price then in effect shall be adjusted (and any other
appropriate actions shall be taken by the Company) by multiplying the Exercise
Price in effect immediately prior to the date of such distribution by a
fraction (A) the numerator of which shall be the Fair Market Value of the
Common Stock less the Fair Market Value of the amount of cash, evidences of
indebtedness, securities or other assets so distributed or of such subscription
rights or warrants applicable to one share of Common Stock and (B) the
denominator of which shall be the Fair Market Value of the Common Stock, all as
determined on the record date referred to below. Such adjustment shall be made
whenever any distribution is made and shall become effective retroactively to
the date immediately following the close of business on the record date for the
determination of stockholders entitled to receive such distribution.

                             (ii) Additional Shares. In addition to the
Exercise Price adjustment pursuant to clause (i) above, in case the Company
shall at any time or from time to time distribute to all or substantially all
of the holders of shares of its Common Stock (including, but not limited to,
any distribution made in connection with a merger or consolidation in which the
Company is the resulting or surviving Person and the Common Stock is not
changed or exchanged) securities of the Company or another Person (the
"Additional Shares"), then, and in each such case, the Company shall, at its
expense, cause an additional warrant (the "Additional Warrant"), substantially
in the form of this Warrant, to be issued by such Person or the Company, as the
case may be, to evidence the Holder's right to acquire the kind and amount of
Additional Shares receivable by a holder of the number of shares of Common
Stock that such Holder would have been entitled to receive upon exercise of
this Warrant had this Warrant been exercised immediately before such
Distribution is made, subject to adjustments that shall be as nearly equivalent
as practicable to the adjustments provided for in this Section 6. The
Additional Warrant shall be subject to adjustments that shall be as nearly
equivalent as practicable to the adjustments provided in this Section 6. The
exercise price for each Additional Share shall be reasonably determined by the
Board of Directors in good faith after considering the relationship that exists
(as of the date of the issuance of the Additional Warrant) between the Exercise
Price and the Fair Market Value of each Warrant Share;


<PAGE>   6

provided, however, that such exercise price shall in no event be greater than
the amount by which the Exercise Price was decreased pursuant to clause (i)
above.

                     (c)    No Adjustment. If the Company shall take a record
of the  holders of its Common Stock for the purpose of entitling them to
receive a dividend or other distribution, and shall thereafter and before the
distribution to stockholders thereof legally abandon its plan to pay or deliver
such dividend or distribution, then thereafter no adjustment in the number of
Warrant Shares and/or the Exercise Price then in effect shall be required by
reason of the taking of such record.`

                    (d)    Similar Actions. In the case the Company, at any
time or  from time to time, shall take any action affecting its Common Stock
similar to or having an effect similar to any of the actions described in
Section 6(a) or (b) (but not including any action described in any such
subsections) and the Board of Directors in good faith determines that it would
be equitable in the circumstances to adjust the number of Warrant Shares and/or
the Exercise Price as a result of such action, then, and in each such case, the
number of Warrant Shares and/or the Exercise Price shall be adjusted in such
manner and at such time as the Board of Directors of the Company in good faith
determines would be equitable in the circumstances (such determination to be
evidenced in a resolution, a certified copy of which shall be mailed to the
Holder).

       7.     Reorganization, etc. If any capital reorganization of the Company,
or any reclassification of the Common Stock, or any consolidation of the Company
with or merger of the Company with or into any other Person (other than a
consolidation or merger in which the Corporation is the resulting or surviving
Person which does not result in any reclassification or change of outstanding
Common Stock) or any sale, lease or other transfer of all or substantially all
of the assets of the Company to any other Person (each, a "Transaction"), shall
be effected in such a way that the holders of Common Stock shall be entitled to
receive stock, other securities or assets (whether such stock, other securities
or assets are issued or distributed by the Company or another Person), in lieu
of or in addition to cash, with respect to or in exchange for Common Stock,
then, upon exercise of this Warrant, the Holder shall have the right to receive
the same kind and amount of stock, other securities, cash and/or assets
receivable upon such reorganization, reclassification, consolidation, merger or
sale, lease or other transfer by a holder of the number of shares of Common
Stock that such Holder would have been entitled to receive upon exercise of this
Warrant had this Warrant been exercised immediately before such reorganization,
reclassification, consolidation, merger or sale, lease or other transfer,
subject to adjustments that shall be as nearly equivalent as may be practicable
to the adjustments provided for in Section 6.

       8.     Notices of Adjustment. Whenever the Exercise Price and/or
the number of Warrant Shares purchasable hereunder shall be adjusted pursuant to
Section 6 hereof, the Company shall deliver to the Holder a certificate setting
forth, in reasonable detail, the event requiring the adjustment, the amount of
the adjustment, the method by which such adjustment was calculated, and the
Exercise Price and the number of Warrant Shares purchasable hereunder after
giving effect to such adjustment.


<PAGE>   7

       9.     Notices of Corporate Action. Prior to the Expiration Date, if this
Warrant has not theretofore been exercised in full, then in the event of:

              (a)    any taking by the Company of a record of the holders of its
Capital Stock for the purpose of determining the holders thereof who are
entitled to receive any dividend or other distribution, or any right to
subscribe for, purchase or otherwise acquire any shares of stock of any class or
any other securities or property, or to receive any other right;

              (b)    any capital reorganization of the Company, any
reclassification or recapitalization of any Capital Stock of the Company, any
consolidation or merger involving the Company and any other Person, or any
transfer of all or substantially all the assets of the Company to any other
Person; or

              (c)    any voluntary or involuntary dissolution, liquidation or
winding-up of the Company;

the Company will mail to the Holder a notice specifying (x) the date or expected
date on which any such record is to be taken for the purpose of such dividend,
distribution or right and the amount and character of any such dividend,
distribution or right, and (y) the date or expected date on which any such
reorganization, reclassification, recapitalization, consolidation, merger,
transfer, dissolution, liquidation or winding-up is to take place and the time,
if any, as of which the holders of record of Capital Stock (or other securities)
shall be entitled to exchange their shares of Capital Stock (or other
securities) for the securities or other property deliverable upon such
reorganization, reclassification, recapitalization, consolidation, merger,
transfer, dissolution, liquidation or winding-up. Such notice shall be delivered
at least 10 days prior to the date therein specified, in the case of any date
referred to in the foregoing clauses (x) and (y).

       10.    Representations of the Company. The Company represents and
warrants that all corporate actions on the part of the Company, its officers,
directors and stockholders necessary for the issuance of this Warrant, for the
sale and issuance of the shares of Common Stock pursuant hereto, and for the
performance of the Company's obligations hereunder, were taken prior to and are
effective as of the Warrant Issue Date.

       11.    Representations and Warranties by the Holder. The Holder
represents and warrants to the Company as follows:

              (a)    This Warrant is being acquired and any Warrant Shares will
be acquired for the Holder's own account, for investment and not with a view to,
or for resale in connection with, any distribution or public offering thereof
within the meaning of the Act.

              (b)    The Holder understands that this Warrant has not been and
the Warrant Shares will not be registered under the Act by reason of their
issuance in a transaction exempt from the registration and prospectus delivery
requirements of the Act pursuant to Section 4(2) and/or Section 506 of
Regulation D thereof. Accordingly, this Warrant and the Warrant Shares must be

<PAGE>   8

held by the Holder indefinitely, and the Holder must therefore bear the economic
risk of such investment indefinitely, unless a subsequent disposition thereof is
registered under the Act or is exempted from such registration.

              (c)    The Holder has such knowledge and experience in financial
and business matters that he is capable of evaluating the merits and risks of
the purchase of this Warrant and the Warrant Shares and of protecting his
interests in connection therewith.

              (d)    The Holder is able to bear the economic risk of the
purchase of Warrant Shares pursuant to the terms of this Warrant.

       12.    Replacement of Warrant. On receipt by the Company of an affidavit
of the Holder stating the circumstances of the loss, theft, destruction or
mutilation of this Warrant (and in the case of any such mutilation, on surrender
and cancellation of such Warrant), the Company, at its expense, shall promptly
execute and deliver, in lieu thereof, a new Warrant of like tenor.

       13.    Restrictions on Transfer; Restrictive Legends.

              (a)    Neither this Warrant nor any Warrant Shares may be sold,
pledged or otherwise transferred, in whole or in part, to any Person without the
prior written consent of the Company.

              (b)    Each Warrant issued in substitution for this Warrant shall
be stamped or otherwise imprinted with legends in substantially the following
form:

              THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS
              WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
              AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE, AND
              NEITHER THIS WARRANT, SUCH SECURITIES NOR ANY INTEREST THEREIN MAY
              BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT
              PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND
              APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO A WRITTEN OPINION
              OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS
              NOT REQUIRED.

              NEITHER THIS WARRANT NOR THE SECURITIES ACQUIRED UPON EXERCISE OF
              THIS WARRANT MAY BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED, IN
              WHOLE OR IN PART, WITHOUT THE PRIOR WRITTEN CONSENT OF THE ISSUER.


<PAGE>   9

              (c)    Each stock certificate for Warrant Shares issued upon
the exercise of any Warrant and each stock certificate issued upon the direct or
indirect transfer of any Warrant Shares shall be stamped or otherwise imprinted
with legends in substantially the following form:

              THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
              REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
              "ACT"), OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY
              NOT BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT
              PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND
              APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO A WRITTEN OPINION
              OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS
              NOT REQUIRED.

              THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD,
              PLEDGED OR OTHERWISE TRANSFERRED, IN WHOLE OR IN PART, WITHOUT THE
              PRIOR WRITTEN CONSENT OF THE ISSUER.

       14.    Rights of Stockholders. This Warrant shall not entitle its Holder
to any of the rights of a stockholder of the Company.

       15.    Successors and Assigns. The provisions of this Warrant shall inure
to the benefit of and be binding upon the Company, the Holder and their
respective permitted assigns. Nothing in this Warrant, express or implied, is
intended to confer upon any party other than the parties hereto or their
respective successors and permitted assigns any rights, remedies, obligations or
liabilities under or by reason of this Warrant, except as expressly provided in
this Warrant.

       16.    Amendment or Waiver. This Warrant and any term hereof may be
amended, waived, discharged or terminated only by and with the written consent
of the Company and the Holder.

       17.    Specific Performance. The parties hereto intend that each of the
parties have the right to seek damages or specific performance in the event that
any other party hereto fails to perform such party's obligations hereunder.
Therefore, if any party shall initiate any action or proceeding to enforce the
provisions hereof, any party against whom such action or proceeding is brought
hereby waives any claim or defense therein that the plaintiff party has an
adequate remedy at law.

       18.    Charges, Taxes and Expenses. Issuance of certificates representing
Warrant Shares shall be made without charge to the Holder for any issue or
transfer tax, or other incidental expense, in respect of the issuance or
delivery of such certificates or the securities represented thereby, all of
which taxes and expenses shall be paid by the Company; provided, however, the
Company shall not be required (a) to pay any tax or other incidental expense
which may be payable in respect of (i) any transfer or delivery of this Warrant
by the Holder to another Person or (ii) the issuance or delivery


<PAGE>   10

of certificates representing Warrant Shares to a Person other than the Holder,
or (b) to issue or deliver certificates representing Warrant Shares to a Person
other than the Holder until any such tax payable by the Holder as provided in
clause (ii) above shall have been paid or until it has been established to the
Company's reasonable satisfaction that no such tax is due.

       19.    Notices. All notices, demands and other communications provided
for or permitted hereunder shall be made in writing and shall be made by
registered or certified first-class mail, return receipt requested, courier
service, overnight mail or personal delivery as follows:

       (a) if to the Company:

                       OptiMark Technologies, Inc.
                       530 Main Avenue
                       Durango, CO 81301
                       Telecopy:  (970) 247-8844
                       Attention:  William A. Lupien

                       with a copy to:

                       OptiMark Technologies, Inc.
                       530 Main Avenue
                       Durango, CO 81301
                       Telecopy:  (970) 247-8844
                       Attention: General Counsel

       (b) if to the Holder:

                     to the address of the Holder as set forth in the records
                     of the Company

       All such notices and communications shall be deemed to have been duly
given when delivered by hand, if personally delivered; when delivered by courier
or overnight mail, if delivered by commercial courier service or overnight mail;
and five (5) Business Days after being deposited in the mail, postage prepaid,
if mailed.

       20.    GOVERNING LAW. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE
PRINCIPLES OF CONFLICTS OF LAW THEREOF.

       21.    Headings. The headings in this Warrant are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.


<PAGE>   11


       22.    Severability. Any term or provision of this Warrant which is
 invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the terms and provisions of this Warrant or
affecting the validity or enforceability of any of the terms or provisions of
this Warrant in any other jurisdiction.

                             OPTIMARK TECHNOLOGIES, INC.

                             By:  /s/  William A. Lupien
                                      William A. Lupien, Chief Executive Officer

ACKNOWLEDGED AND AGREED:

/s/  Francis X. Egan


<PAGE>   12





                                                                       Exhibit A

                                  EXERCISE FORM

                  (To be executed upon exercise of the Warrant)

       Reference is made to the attached Common Stock Purchase Warrant. The
undersigned hereby irrevocably elects to exercise the right, represented by the
attached Warrant, to purchase __________ Warrant Shares and herewith tenders
payment for such Warrant Shares to the order of OptiMark Technologies, Inc. in
the amount of $__________ in accordance with the terms of the Warrant. The
undersigned requests that a certificate for such Warrant Shares be registered in
the name of the undersigned and that such certificate be delivered to the
undersigned's address below.

            If such number of Warrant Shares purchased shall not be all of the
Warrant Shares evidenced by the Warrant, the undersigned requests that a new
Warrant of like tenor for the balance remaining of such Warrant Shares be
registered in the name of the undersigned and that such Warrant be delivered to
the undersigned's address below.

Dated:
       ----------------------
                                              Signature
                                                       ----------------------

                                               ------------------------------
                                              (Print Name)

                                               ------------------------------
                                              (Street Address)

                                               ------------------------------
                                              (City)   (State)  (Zip Code)

Signed in the presence of:

----------------------------


                                      -1-