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                                                                     EXHIBIT 4.6


                             OPTIMARK HOLDINGS, INC.

                                 1999 STOCK PLAN

                        COMMON STOCK EQUIVALENT AGREEMENT

      This Common Stock Equivalent Agreement (the "Agreement") is made this
_________ day of ________, 199___, by and between OptiMark Holdings, Inc.
(the "Company") and __________ (the "Recipient"). Unless otherwise defined
herein, the terms defined in the Plan shall have the same defined meanings
herein.

      1. Award. The Company hereby awards _____________ Common Stock Equivalents
to the Recipient pursuant to this Agreement and Section 12 of the Plan. The
Company shall credit a bookkeeping account in the Recipient's name (the
"Account"), established for such purpose, with the number of Common Stock
Equivalents specified above.

      2. Conversion. Upon the earlier of (i) _______________, _____ or (ii) the
date on which the Recipient ceases to be a Service Provider by reason of
Disability, death or Retirement, the Company shall deliver to the Recipient (or
to his designated beneficiary, executor or administrator, in the event of his
death) a number of Shares equal to the whole number of Common Stock Equivalents
credited to the Account.

      3. Designation of Beneficiary; Nontransferability.

            (a) Designation of Beneficiary. The Recipient shall have the right
by will to designate one or more beneficiaries to receive any Shares deliverable
pursuant to Section 2 above. If no beneficiary shall be designated or, having
been designated, shall not be living at the time delivery of the Shares is to be
made, the balance of the Shares shall be delivered to the Recipient's executor
or administrator and shall constitute part of the Recipient's estate. If the
Company determines that a person to whom Shares are to be delivered is a minor
or is mentally or physically incapable of receiving or caring for the Shares
that would otherwise be delivered to such person, the Shares may be applied for
the benefit of the person (with or without the intervention of a guardian or
committee) or, in the case of a minor, may be delivered to a custodian for the
minor under the [NEW JERSEY UNIFORM TRANSFER TO MINORS ACT], to the parents or a
parent of the minor, to a legal guardian of the minor, or any other person who
may have the estate or custody of the minor's person. Any such delivery shall be
a complete discharge of the liabilities of the Company under this Agreement.

            (b) Nontransferability. Except as provided in subsection (a), the
rights of the Recipient under this Agreement are personal to him or her and no
right or benefit under this Agreement shall be subject to anticipation,
alienation, sale, assignment, pledge or encumbrance by the Recipient or anyone
on his or her behalf and shall not be liable for the debts, contracts,
liabilities,
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engagements or torts of the Recipient. Neither this Agreement nor the
establishment of the Account shall create or be construed to create a trust or
asset segregation of any kind for the benefit of the Recipient or to create any
form of fiduciary relationship between the Company and the Recipient, his named
beneficiary or executor or administrator, as the relationship created by this
Agreement is that of a general creditor.

      4. Title and Beneficial Ownership. Title to and beneficial ownership of
all assets in the Account shall at all times remain with the Company, and
neither the Recipient nor his named beneficiary or executor or administrator
shall have any property interest whatsoever in any specific assets of the
Company.

      5. Entire Agreement; Governing Law. The Plan is incorporated herein by
reference. This Agreement shall in all respects be subject to the terms,
definitions and provisions of the Plan. The Plan and this Agreement constitute
the entire agreement of the parties with respect to the subject matter hereof
and supersede in their entirety all prior undertakings and agreements of the
Company and the Recipient with respect to the subject matter hereof, and may not
be modified except by means of a writing signed by the Company and the
Recipient. This Agreement shall be governed by New Jersey law, except for that
body of law pertaining to conflicts of laws.

      THE RECIPIENT ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT OR
THE PLAN SHALL CONFER UPON THE RECIPIENT ANY RIGHT WITH RESPECT TO CONTINUATION
OF HIS OR HER ENGAGEMENT AS A SERVICE PROVIDER.

RECIPIENT:                          OPTIMARK HOLDINGS, INC.:

______________________________      By: ________________________________

Name:_________________________      Its:________________________________


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