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                                                                   EXHIBIT 10.31

               DEVELOPMENT, SUBCONTRACT, AND OPERATIONS AGREEMENT

         This "Development, Subcontract, And Operations Agreement" ("Agreement")
is effective as of May 17, 1999 ("Effective Date"), by and among OptiMark, Inc.,
a corporation organized and existing pursuant to the laws of Delaware, with
principal offices at 10 Exchange Place Center, 24th Floor, Jersey City, New
Jersey 07302 USA ("OptiMark"), and Japan OptiMark Systems, Inc., a corporation
organized and existing pursuant to the laws of Japan, with principal offices at
9-5, Ohtemachi 1-chome, Chiyoda-ku, Tokyo 100-8066 Japan ("JOS").

                            SECTION 1 -- DEFINITIONS

1.1      "Joint Venture Agreement" means that certain Joint Venture Agreement,
         effective as of September 29, 1998, by and among OptiMark, JOS, Nihon
         Keizai Shimbun, Inc. and QUICK Corp. (and all amendments thereto).

1.2      "Technology License Agreement" means that certain Technology License
         Agreement, effective as of March 3, 1999 (and all amendments thereto),
         by and among OptiMark Technologies, Inc. (now OptiMark U.S. Equities,
         Inc., an affiliate of OptiMark) and JOS, which has been assigned from
         OptiMark U.S. Equities, Inc. to OptiMark. The following terms shall
         have the same meaning as set forth in the Technology License Agreement:
         "Intellectual Property Rights," "Japanese Equity Securities," "OptiMark
         Technology," and "OSE Securities."

1.3      "Affiliates" of any specified Person shall mean any other Person that
         directly or indirectly controls, is controlled by, or is under common
         control with such specified Person.

1.4      "Agreement" shall have the meaning set forth in the first paragraph
         hereof.

1.5      "Business Day" shall mean for all purposes any day, excluding Saturday,
         Sunday and any day on which the Osaka Securities Exchange ("OSE") is
         closed.

1.6      "Critical Milestone Dates" shall have the meaning provided in Section
         3.3.

1.7      "Day" means a calendar day.

1.8      "Development Phase" shall have the meaning provided in Section 4.1.

1.9      "Force Majeure" shall mean such events including but not limited to
         Acts of God, strikes, lockouts, riots, acts of war, epidemics, fire,
         communication line failure, power failures, earthquakes or other
         disasters, if such is found to be beyond the control of the Party;
         provided, however, that an event of Force Majeure shall not include an
         action or inaction of Japan's Ministry of Finance ("MOF") (or other
         governmental body having jurisdiction over any member of OSE).

1.10     "Installation and Acceptance Phase" shall have the meaning provided in
         Section 5.1.

1.11     "Installation Schedule" shall have the meaning provided in Section 5.1.

1.12     "JOS Data Center" shall have the meaning provided in Section 9.1(a).

1.13     "New System" shall have the meaning provided in Section 2.1.
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1.14     "Milestone Dates" shall have the meaning provided in Section 3.3.

1.15     "Operational Phase" shall have the meaning provided in Section 6.1.

1.16     "Operational Commencement Date" shall have the meaning provided in
         Section 6.1.

1.17     "Party" means OptiMark or JOS. "Parties" means OptiMark and JOS,
         collectively.

1.18     "Person" shall mean a natural person, corporation, partnership, limited
         liability company, association or other governmental or
         non-governmental entity.

1.19     "Phase" shall mean each of the Specification Phase, Development Phase,
         Installation and Acceptance Phase and Operational Phase.

1.20     "Profiles" shall mean the expression of trading interest in the form of
         a satisfaction profile that shows a user's degree of satisfaction
         (expressed as a number between zero and one, inclusive) to trade at
         each coordinate of a grid showing price and size.

1.21     "Specifications" shall have the meaning provided in Section 3.1.

1.22     "Specifications Phase" shall have the meaning provided in Section 3.1.

1.23     "User" shall mean a person submitting a Profile to the New System.

1.24     "Source Code" means computer programming code, routines and programs in
         human readable form.

1.25     "Object Code" means computer programming code, routines and programs in
         machine readable and executable form, which has been compiled and
         linked from the Source Code.

1.26     "Certificate of Acceptance" shall have the meaning set forth in Section
         5.4(c).

1.27     "Deliverable" shall have the meaning set forth in Section 3.3.

1.28     "Effective Date" shall mean the date first written above.

1.29     "Final Acceptance Test" shall have the meaning set forth in Section
         5.4.

1.30     "Maintenance Services" and "Technical Support Services" shall have the
         meanings set forth in SCHEDULE C hereto. OptiMark and JOS are currently
         negotiating in good faith the terms and conditions for such Maintenance
         Services and Technical Support Services. The Parties shall indicate
         their acceptance of such terms and conditions by executing the first
         page of SCHEDULE C no later than September 30, 2000, upon which
         execution such terms and conditions shall be deemed accepted and
         incorporated into this Agreement. Either Party may terminate this
         Agreement if the Parties do not execute SCHEDULE C on or before
         September 30, 2000.

1.31     "Third Party Software" shall mean software and documentation that has
         been, or will be, licensed from a Third Party for use in the New
         System.

1.32     "OptiMark Software" shall have the meaning set forth in Section 2.3.
         OptiMark Software shall not include Third Party Software.
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1.33      "Project Manager" shall have the meanings set forth in Section 7.1.


1.34     "Fatal Error" shall mean the failure of the OptiMark Software to
         conform to the Final Specifications such that (a) a critical function
         of the New System is inoperable and no immediate circumvention is
         possible or (b) the nonconformance is likely to cause JOS to suffer
         substantial financial damage.

1.35     "Final Specification" shall have the meaning set forth in Section 3.2.

1.36     "Third Party" shall mean any Person who is not a Party.


                     SECTION 2 -- OVERVIEW AND PROJECT SCOPE

2.1      THE NEW SYSTEM. Pursuant to the Joint Venture Agreement and the
         Technology License Agreement, OptiMark and JOS enter into this
         Agreement to develop and operate a computer system based on the
         OptiMark Technology for trading Japanese Equity Securities within the
         territory of Japan. In this Agreement, the Joint Venture Agreement, and
         the Technology License Agreement, this computer system is referred to
         as the "New System."

2.2      PURPOSE OF THE AGREEMENT. The Parties shall work as set forth in this
         Agreement to develop and operate the New System. This Agreement
         contains a framework for the allocation of responsibilities and
         schedules for such development and operation.

2.3      OPTIMARK'S GENERAL RESPONSIBILITIES. As described herein or in the
         Specifications attached hereto as SCHEDULE A (which comprises SCHEDULES
         A-1 and A-2 as described below), OptiMark shall develop under
         subcontract from JOS, and provide JOS, with a software implementation
         of the OptiMark Trading System ("OptiMark Software") for JOS' use
         pursuant to the Technology License Agreement. OptiMark shall make the
         Source Code for the OptiMark Software available to JOS as stated in the
         Technology License Agreement (as amended). The OptiMark Software
         includes such software which OptiMark develops on behalf of JOS under
         subcontract to OptiMark by JOS based on Sections 2.1(a) and 2.4(a)(i)
         of the Technology License Agreement to localize and customize the
         OptiMark Trading System for JOS' use pursuant to the Technology License
         Agreement. In addition, as specified herein or in the Specifications,
         OptiMark shall (a) train JOS personnel; (b) maintain the OptiMark
         Software; (c) provide technical support for the OptiMark Software to
         JOS; (d) assist JOS and Third Parties, where appropriate, in
         implementing the Third Party Software and (e) perform such other tasks
         as assigned to it in the Specifications or as agreed to by the Parties
         in writing. OptiMark shall provide the foregoing for the monetary
         amounts described herein.

2.4      JOS' GENERAL RESPONSIBILITIES. As described in the Specifications, JOS
         shall develop the market data interface, localize and customize the
         OptiMark Trading System, whether by itself or obtaining the assistance
         of OptiMark and/or Third Parties as permitted under the Technology
         License Agreement, and communicate with OSE and Users with regard to
         the operation of the New System. In addition, as specified herein, JOS
         shall (a) configure and operate the JOS Data Center; (b) be solely
         responsible for operating the New System on a daily basis; (c)
         interface with the OSE and the MOF for market control and regulatory
         supervision; (d) perform sales, marketing, and customer relations
         functions in connection with the operation of the New System; and (e)
         perform such other tasks as assigned to it in the Specifications or as
         agreed to by the Parties in writing.
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2.5      FOUR PHASES. The Parties shall develop and operate the New System in
         the following four phases, which may overlap and interact: (i) the
         Specifications Phase; (ii) the Development Phase, (iii) the
         Installation and Acceptance Phase; and (iv) the Operational Phase.
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                        SECTION 3 -- SPECIFICATIONS PHASE

3.1      SPECIFICATIONS. During the Specifications Phase, the Parties shall
         develop complete and detailed functional and operational specifications
         ("Specifications") for the New System. The Specifications are attached
         hereto as SCHEDULE A, which comprises SCHEDULES A-1 and A-2.The
         Specifications shall allocate the responsibilities of each Party,
         including those generally set forth in Sections 2.3 and 2.4, and shall
         incorporate requirements and time schedules stated in this Agreement.

3.2      ACCEPTANCE OF SPECIFICATIONS. The Specifications that the Parties have
         agreed to and accepted as of the Effective Date are attached hereto as
         SCHEDULE A-1. The Parties shall indicate their acceptance of the
         additional Specifications by executing the first page of SCHEDULE A-2,
         at which time the Specifications of SCHEDULES A-1 and A-2 shall be
         deemed "Final Specifications." If a Party desires to modify the Final
         Specifications, the Parties shall follow the procedures in Section 3.4
         below.

3.3      MILESTONE DATES. SCHEDULE B sets forth dates ("Milestone Dates") by
         which the Parties shall (a) complete tasks for which they are
         responsible hereunder and (b) deliver software and/or other materials
         ("Deliverables") to one another. Certain of the Milestone Dates may be
         designated as "Critical Milestone Dates," which indicates that they are
         critical for successful and timely development and launch of the New
         System. Anything herein to the contrary notwithstanding, the Milestone
         Dates may only be altered by written agreement executed by officers of
         the Parties. The Parties agree that if necessary regulatory approvals
         are not obtained by the indicated Critical Milestone Date, then the
         Parties will modify effected Milestone Dates scheduled thereafter.

3.4      MODIFICATIONS.

         (a)      Prior to the Operational Commencement Date, a Party may
                  request modifications to the Final Specifications. Such a
                  request shall be presented in detail to the other Party in
                  writing. The request shall indicate, at a minimum, whether the
                  proposed modifications, in the reasonable and good faith
                  judgment of the requesting Party, would result in an extension
                  of, or change to, the Installation Schedule, the Milestone
                  Dates, or the cost of development or operation of the New
                  System.

         (b)      If a request for proposed modification to the Final
                  Specifications under Section 3.4(a) is submitted by JOS, and
                  OptiMark determines that the request seeks to remedy a Fatal
                  Error in the OptiMark Software, then OptiMark shall accept the
                  request and provide JOS with notice of such acceptance within
                  seven (7) Business Days after receipt by OptiMark of the
                  request. If JOS does not receive notice accepting or rejecting
                  the request within the seven (7) Business Days, then the
                  request shall be deemed accepted by OptiMark. In the case that
                  the request is accepted, and upon receipt of detailed
                  specifications from JOS, OptiMark will make commercially
                  reasonable good faith efforts to provide the requested
                  modification of the OptiMark Software to JOS within a
                  reasonable time.
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         (c)      If a request for proposed modification to the Final
                  Specifications is submitted by JOS under Section 3.4(a), and
                  OptiMark determines that the request seeks to implement a
                  change required as a direct result of OSE and/or MOF imposing
                  new regulatory requirements, then OptiMark shall accept the
                  request and provide JOS with notice of such acceptance within
                  seven (7) Business Days after receipt by OptiMark of the
                  request. If JOS does not receive notice accepting or rejecting
                  the request within the seven (7) Business Days, then the
                  request shall be deemed accepted by OptiMark. In the case that
                  the request is accepted, and upon receipt of detailed
                  specifications from JOS, OptiMark will make commercially
                  reasonable good faith efforts to provide the requested
                  modification to JOS prior to any deadlines imposed by OSE or
                  MOF.

         (d)      Within seven (7) Business Days after receipt by OptiMark of a
                  request not covered under Sections 3.4(b) or 3.4(c), OptiMark
                  shall inform JOS, by written notice, whether it accepts the
                  request for proposed modifications. If the request is not
                  accepted, the Parties shall confer in good faith to determine
                  if and how the proposed modifications may be incorporated into
                  the New System at a later date. If the Parties determine that
                  the proposed modifications may be incorporated into the New
                  System at a later date, and upon receipt of detailed
                  specifications from JOS, OptiMark will make commercially
                  reasonable good faith efforts to provide the proposed
                  modifications to JOS within a time period to be agreed upon by
                  the Parties.


         (e)      If a request is accepted, the modifications shall be deemed
                  effective, and the Agreement, Final Specifications, Milestone
                  Dates, and effected Schedules will be deemed appropriately
                  modified to reflect the modifications, as of the date that the
                  requesting Party receives the notice of acceptance.

         (f)      After the Operational Commencement Date, modifications to the
                  functionality of the New System shall be handled by
                  Maintenance Services and/or Technical Support Services
                  pursuant to SCHEDULE C hereto.

3.5      EXTENSION OF MILESTONE DATES.

         (a)      Each Party shall use commercially reasonable good faith
                  efforts to meet Milestone Dates for which it is responsible.

         (b)      The Parties acknowledge that they may agree, from time to
                  time, to modify Schedules and certain Milestone Dates,
                  including Critical Milestone Dates.

         (c)      In the event that a Party anticipates at any time that it will
                  not reach one or more Milestone Dates, it shall immediately so
                  inform the other Party by written notice including the
                  reason(s) why it will not reach one or more Milestone Dates,
                  submit proposed revisions to the Milestone Dates that reflect
                  the Party's best estimates of what can realistically be
                  achieved by the original Milestone Date, and continue to work
                  under the original Milestone Date until such proposed
                  revisions may be accepted by the other Party.

         (d)      Each Party shall be excused from delays in performing under
                  this Agreement, and the Schedules and Milestone Dates
                  (including the Critical Milestone Dates) shall be
                  appropriately extended Day-to-Day, to the extent that such
                  delays result from an event of Force Majeure.
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                         SECTION 4 -- DEVELOPMENT PHASE

4.1      DEVELOPMENT/SUBCONTRACT TASKS. During the Development Phase, the
         Parties shall develop the New System in accordance with the
         Specifications. During the Development Phase, the Parties shall take
         the following actions:

         (a)      Under subcontract from JOS, OptiMark shall develop and
                  internally test Deliverables as described in the
                  Specifications, including the OptiMark Software. OptiMark
                  shall also perform such other tasks as may be described in
                  this Agreement, assigned or subcontracted to it in the
                  Specifications, or as agreed to by the Parties in writing.
                  OptiMark's expenses for development hereunder shall be paid by
                  JOS as set forth in Section 12 herein.

         (b)      JOS shall develop and internally test, at its own expense,
                  Deliverables for which it is responsible for developing
                  hereunder (excluding those subcontracted to OptiMark which
                  shall be included in the Deliverables referred to in Section
                  4.1(a) above), as described in the Specifications. JOS shall
                  also perform, at its own expense, such other tasks as may be
                  described in this Agreement, assigned to it in the
                  Specifications, or as agreed to by the Parties in writing.


                 SECTION 5 -- INSTALLATION AND ACCEPTANCE PHASE

5.1      INSTALLATION SCHEDULE. During the Installation and Acceptance Phase,
         the Parties shall deliver, install, and test the New System. The
         Parties shall install the New System according to the schedule
         ("Installation Schedule") in the Specifications. The Installation
         Schedule shall reflect the timing for the installation and connection
         of various components of the New System. The Parties shall use
         commercially reasonable good faith efforts to minimize deviations from
         the Installation Schedule.

5.2      DELIVERY. A Party shall deliver each Deliverable for which it is
         responsible in the manner and on the applicable Milestone Date set
         forth in SCHEDULE B. Deliverables of OptiMark comprising software shall
         be provided in Object Code form; provided, however, that OptiMark may
         deliver a Deliverable in Source Code form if it deems it appropriate.
         As set forth in Section 17, OptiMark shall deposit Source Code for
         certain software Deliverables into escrow. Deliverables of JOS
         comprising software shall be provided in Object Code and Source Code
         forms.

5.3      TESTING PRIOR TO DELIVERY OF A DELIVERABLE. A Party shall perform its
         own interim integration, stress, and other acceptance tests for
         Deliverables for which it is responsible for delivering hereunder to
         ensure operability and compliance with the Final Specifications. Such
         tests for a Deliverable shall be completed prior to the delivery
         thereof.

5.4      FINAL ACCEPTANCE TESTS. Upon completion of the delivery of the required
         Deliverables, JOS shall subject the New System as an integrated whole
         to Final Acceptance Tests, as described in the Specifications. The
         Final Acceptance Tests shall include, but not be limited to, testing of
         the interface between OSE and the New System and of the interface
         between TradeNet and Market Data, as stated in the Specifications. JOS
         shall coordinate all such testing with OSE and QUICK Corp., as
         necessary, to test these interfaces. OptiMark shall be permitted to
         participate in and oversee all Final Acceptance Tests.

         (a)      The Final Acceptance Tests shall commence on the Milestone
                  Date specified in SCHEDULE B and continue Day-to-Day
                  thereafter until completed.

         (b)      If any portion of the New System fails an applicable Final
                  Acceptance Test ("Defective Portion"), then the Party
                  responsible for developing the Defective Portion shall use
                  commercially reasonable
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                  good faith efforts to remedy the failure and then re-submit
                  the Defective Portion for additional Final Acceptance Tests
                  pursuant to this Section 5.4. JOS shall pay OptiMark fees and
                  expenses in accordance with Section 12.2(a) for remedying
                  errors under this Section 5.4(b); provided that JOS not be
                  obligated to pay such fees and expenses if the Defective
                  Portion was known by OptiMark to be directly caused by
                  intentional or willful misconduct on the part of OptiMark's
                  employees. JOS shall bear the burden of proof with regard to
                  the foregoing.

         (c)      After the New System has passed the Final Acceptance Tests,
                  JOS' Project Manager shall promptly execute and deliver to
                  OptiMark's Project Manager a certificate indicating JOS'
                  acceptance of the New System ("Certificate of Acceptance").

5.5      NOTIFICATION OF DELAY OR FAILURE. In order to anticipate and reduce the
         effect of delays or failures, the Parties agree to notify each other as
         soon as there is any reason to believe that any delivery will be
         delayed and/or that the New System will fail any required test.


                         SECTION 6 -- OPERATIONAL PHASE

6.1      COMMENCEMENT.

         (a)      The Operational Phase shall commence on the date ("Operational
                  Commencement Date" also referred to the "Live" date in
                  Schedule B) on which (i) all regulatory approvals have been
                  obtained and (ii) JOS shall have delivered to OptiMark an
                  executed Certificate of Acceptance. On the Operational
                  Commencement Date, Users shall have access to, and may
                  commence trading of OSE Securities through, the New System.

         (b)      During the Operational Phase, JOS shall, at its own expense,

                  (i)      operate the New System on a daily basis;

                  (ii)     maintain the portions of the New System that were
                           developed by JOS itself or obtained through the
                           assistance of Third Parties so that those portions
                           continue to meet the Specifications and all other
                           provisions of this Agreement; and

                  (iii)    inform OptiMark of any known errors in the OptiMark
                           Software.

         (c)      During the Operational Phase, OptiMark shall provide
                  Maintenance Services and Technical Support Services to JOS as
                  set forth in SCHEDULE C. JOS shall pay fees for such services
                  to OptiMark as set forth in SCHEDULE C.

6.2      VIRUSES, TIME BOMBS, TRAP DOORS. Each Party shall promptly notify the
         other Party of any defects in relevant security mechanisms of which it
         has actual knowledge, such as time bombs, viruses, trap doors, or
         similar programs or devices. The Parties shall use commercially
         reasonable good faith efforts to disable and/or correct the same.
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                          SECTION 7 -- PROJECT MANAGERS

7.1      PROJECT MANAGERS. No later than five (5) Business Days after the
         Effective Date, each Party shall appoint a project manager ("Project
         Manager") that will be the primary contacts between the Parties hereto.
         Unless otherwise stated herein, the Project Manager for a Party shall
         have the authority to bind the Party.

7.2      MEETINGS. The Project Managers shall meet, either in person, by
         conference call, or otherwise, at least weekly for the term of this
         Agreement to discuss the development and operation of, and other issues
         relating to, the New System. JOS' and OptiMark's Project Managers shall
         jointly prepare an agenda prior to each meeting and shall record the
         minutes and action items for each meeting. The Project Managers may
         also meet more frequently on an ad hoc basis if they deem it necessary.

7.3      PROGRESS REPORT. After each meeting, OptiMark's Project Manager shall
         prepare a report specifying in detail:

         (a)      any critical problems encountered, discovered, or continuing
                  since the previous meeting, including, without limitation, the
                  failure of either Party in performing, any delay of either
                  Party in performing, or the inadequate performance of either
                  Party which may prevent completion of any task by the
                  Milestone Dates set forth in SCHEDULE B;

         (b)      the estimated length of any project delay which may result
                  from any critical problems; and

         (c)      the specific steps taken or proposed to be taken by either or
                  both Parties, as appropriate, to remedy such critical
                  problems.


                       SECTION 8 -- STAFFING AND TRAINING

8.1      MUTUAL OBLIGATION TO PROVIDE INFORMATION. Each Party shall make
         available to the other Party such information and personnel
         knowledgeable in its operations as specified in the Specifications or
         agreed to by the Parties to facilitate timely completion of the other
         Party's obligations. The Parties shall staff the project in accordance
         with the Specifications or as otherwise agreed to hereafter.

8.2      TRAINING BEFORE THE OPERATIONAL PHASE.

         (a)      OptiMark and JOS shall agree on a schedule for OptiMark to
                  provide reasonable instruction and training to enable JOS to
                  (i) understand the operation and functioning of the OptiMark
                  Software; (ii) work with OptiMark to develop the
                  Specifications; (iii) develop the portions of the New System
                  for which JOS is responsible; and (iv) react to emergency
                  situations during the Operational Phase. JOS shall pay to
                  OptiMark fees and expenses for such instruction and training,
                  which shall be calculated on a time and materials basis
                  according to the guidelines set forth in SCHEDULE D hereto,
                  which may be modified reasonably by OptiMark from time to
                  time.

         (b)      OptiMark and JOS shall agree on a schedule for JOS to provide
                  reasonable instruction and training to enable OptiMark to (i)
                  understand the operation and functioning of TradeNet
                  Workstations, end-user requirements, and other portions of the
                  New System for which JOS is responsible; (ii) work with JOS to
                  develop the Specifications; and (iii) develop the OptiMark
                  Software.
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8.3      POLICIES. Each Party, while on the premises of the other Party, shall
         obey, and instruct their employees, agents and contractors to obey all
         security, access, safety and other designated policies, including drug
         and sexual harassment policies and policies of landlords for the
         protection of the other Party's facilities and employees and shall
         reassign any Person whom the other Party objects to having on its
         premises for a bona fide business reason and shall replace such Person
         unless such reassignment would violate applicable law.


                             SECTION 9 -- FACILITIES

9.1      FACILITIES MANAGEMENT - DATA CENTER.

         (a)      JOS shall provide the facilities and management thereof
                  necessary to develop and operate the New System, as described
                  in the Specifications. These facilities shall be referred to
                  as the "JOS Data Center." JOS shall provide and be solely
                  responsible for running the JOS Data Center.

         (b)      JOS shall make available at the JOS Data Center all
                  capabilities, managed operations, help desk, and network
                  infrastructure required for the integration of OptiMark's
                  Deliverables and the OptiMark Software into the New System.

         (c)      OptiMark shall have the right to visually inspect the JOS Data
                  Center prior to JOS' commencement of the Final Acceptance
                  Tests, and shall provide written notice to JOS of any
                  noticeable deviations from the Specifications. JOS shall
                  remedy the deviations within a reasonable time after receipt
                  of such written notice from OptiMark.

         (d)      Upon providing reasonable notice to JOS, OptiMark shall have
                  the right to enter the JOS Data Center to inspect and maintain
                  the OptiMark Software at all reasonable times.

9.2      EQUIPMENT. JOS shall provide all requisite software, hardware, and
         other equipment for the New System, as set forth in the Specifications.
         JOS shall maintain all such software, hardware, and other equipment;
         provided that OptiMark shall provide Maintenance Services and Technical
         Support Services for the OptiMark Software pursuant to Section 6.1(c).
         Upon obtaining JOS' prior written authorization, which shall not be
         unreasonably withheld, OptiMark may obtain, at JOS' expense, computer
         hardware and software that OptiMark will operate in the United States
         and that OptiMark believes are necessary to discharge its obligations
         under this Agreement. Within thirty (30) days of receipt of an invoice
         from OptiMark, JOS shall reimburse OptiMark for all amounts paid by
         OptiMark to obtain such computer hardware and software. Upon request
         from OptiMark, JOS shall obtain, at JOS' expense, computer hardware and
         software that OptiMark will operate in Japan and that OptiMark believes
         are necessary to discharge its obligations under this Agreement. A more
         detailed description of billing for equipment is included in Schedule F
         hereto.


                      SECTION 10 -- OWNERSHIP AND LICENSES

10.1     The Parties acknowledge and agree that all software, information,
         and/or other materials provided by OptiMark to JOS under this Agreement
         comprise the OptiMark Technology and/or Optimark Intellectual Property
         Rights and are intended to be part of the New System. Accordingly, all
         software, information, and/or other materials provided by OptiMark to
         JOS under this Agreement shall be subject to the License and
         Intellectual Property Ownership provisions of Sections 2 and 7,
         respectively, of the Technology License Agreement.
<PAGE>   11
10.2     OptiMark shall use commercially reasonable good faith efforts to obtain
         licenses for certain Third Party Software for the benefit of JOS. If
         OptiMark is able to do so, OptiMark will assign, sublicense, or
         otherwise transfer to JOS all rights to, and obligations for, the Third
         Party Software that have been obtained by OptiMark for the benefit of
         JOS. Such assignment, sublicense, or other transfer shall relieve
         OptiMark of all rights and obligations with regard to the Third Party
         Software. If OptiMark is not able to do so, JOS shall be responsible
         for obtaining appropriate rights in the Third Party Software for use
         with the New System. JOS shall reimburse OptiMark for all license fees
         and expenses incurred in obtaining the Third Party Software for the
         benefit of JOS in accordance with Section 12.2(b). If OptiMark and JOS
         cannot procure a license for Third Party Software, then they shall
         cooperate to find alternative Third Party Software or to determine
         another solution.

10.3     The Parties acknowledge and agree that all software, information,
         and/or other materials provided by JOS to OptiMark shall be subject to
         the License and Intellectual Property Ownership provisions of Sections
         2 and 7, respectively, of the Technology License Agreement.


                      SECTION 11 -- USERS OF THE NEW SYSTEM

11.1     As soon as reasonable practicable after the Effective Date, but prior
         to the Operational Commencement Date, JOS shall use commercially
         reasonable good faith efforts to execute a maximum number User
         sublicense agreements with potential Users of the New System pursuant
         to Section 2.4(a)(ii) of the Technology License Agreement. Such
         sublicenses shall also comply with Section 5 of the Technology License
         Agreement.

11.2     Within a reasonable time prior to execution of any sublicense
         agreement, JOS shall provide a form of such sublicense agreement to
         OptiMark for its review. OptiMark shall approve the form of the
         sublicense agreement if OptiMark determines, in its sole discretion,
         that its proprietary rights are adequately protected thereunder. JOS
         may not modify an approved form of sublicense agreement in any material
         respect without the prior written consent of OptiMark.


                         SECTION 12 - FEES AND EXPENSES

12.1     ESTIMATE. OptiMark has provided JOS with an estimate of the fees and
         expenses that may be incurred by each Party in carrying out its
         obligations hereunder. OptiMark has also provided JOS with an estimate
         of hardware and software equipment for the JOS Data Center and its
         related facilities. Based on projected usage and trading volumes
         provided by JOS, OptiMark believes that the hardware estimate provided
         to JOS is adequate.

12.2     DEVELOPMENT FEES AND EXPENSES.

         (a)      Commencing on May 17, 1999 and pending delivery by JOS of the
                  Certificate of Acceptance JOS shall pay to OptiMark fees for,
                  and expenses incurred while, carrying out its obligations
                  hereunder (including OptiMark's obligations under subcontracts
                  by JOS to OptiMark). The fees and expenses shall be calculated
                  on a time and materials basis according to the guidelines set
                  forth in SCHEDULE D hereto, which may be modified reasonably
                  by OptiMark from time to time.

         (b)      OptiMark shall invoice JOS for fees and expenses monthly, with
                  payment due within thirty (30) days of receipt by JOS. If JOS
                  does not remit payment with the prescribed period, interest
                  payable to OptiMark shall accrue monthly at the higher of 1.5%
                  per month or maximum percentage permitted by law. All payments
                  shall be made in U.S. dollars. All invoices shall be
<PAGE>   12
                  sent by email or facsimile to Yasuhiko Nonomura, and
                  simultaneously sent by mail to the same person. All invoices
                  shall include a description of invoiced fees and expenses,
                  including the names of persons for whom fees are charged and
                  the amount of time billed for each such person.

12.3     MAINTENANCE FEES AND EXPENSES. Beginning on the Day that JOS delivers
         the Certificate of Acceptance, JOS shall pay to OptiMark fees for
         Maintenance Services and Technical Support Services pursuant to
         SCHEDULE C.

12.4     OTHER FEES AND EXPENSES. JOS' development hereunder, including the
         portions subcontracted to Third Parties and/or OptiMark, shall be
         solely at its own expense. JOS shall also pay other fees to and
         expenses of OptiMark as may be specified in the Joint Venture Agreement
         and/or the Technology License Agreement.

12.5     TAXES.

         (a)      *







         (b)      All payments made by JOS to OptiMark under this Agreement for
                  services performed by OptiMark prior to delivery by JOS of the
                  Certificate of Acceptance shall be subject to the following:

                  (i)      *




                  (ii)     *






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

                           * This confidential portion has been omitted and
                           filed separately with the Commission.
<PAGE>   13
                  (iii)     *



         (c)      All payments made by JOS to OptiMark under this Agreement for
                  services performed by OptiMark after delivery by JOS of the
                  Certificate of Acceptance, including fees for Maintenance
                  Services and Technical Support Services pursuant to SCHEDULE
                  C, shall be subject to the following:

                  (i)      *




                  (ii)     *



         (d)      All other payments made by JOS to OptiMark under this
                  Agreement, including payments made for (i) equipment, (ii)
                  hardware, and (iii) license fees and expenses incurred by
                  OptiMark in assigning, sublicensing, or otherwise obtaining
                  Third Party Software for the benefit of JOS in accordance with
                  Section 10.2, shall be subject to the provisions of Section
                  12.5(c)(i)-(ii).

         (e)      In the event that JOS is required to increase any payment
                  under Section 12.5(c), and provided, further, that OptiMark is
                  able to claim such increased amount as a foreign tax credit
                  against its US tax liability pursuant to Section 901 of the
                  Internal Revenue Code of 1986, as amended, (the "Code"),
                  OptiMark shall promptly remit the "Benefit Amount" to JOS
                  following the later of (a) completion of an Internal Revenue
                  Service audit for the taxable year in respect of which the
                  aforesaid withholding tax was paid and claimed as a credit
                  (the "Credit Year") and (b) the expiration of the applicable
                  statute of limitations for tax adjustments with respect to the
                  Credit Year including any extensions thereof. For purposes of
                  the foregoing sentence, the term "Benefit Amount" shall mean
                  the withholding tax amount multiplied by a quantity, (1-c),
                  where c equals the highest marginal corporate tax rate
                  applicable under Section 11 of the Code, provided, however,
                  that the Benefit Amount shall be zero in any Credit Year in
                  which OptiMark pays any non-US income or withholding tax in
                  excess of the "Limitation on Credit" as defined in Section 904
                  of the Code.









                  ------------------
                  * This confidential portion has been omitted and filed
                  separately with the Commission
<PAGE>   14
                  SECTION 13 -- REPRESENTATIONS AND WARRANTIES

13.1     NONINFRINGEMENT WARRANTY. OptiMark represents and warrants that, to
         OptiMark's knowledge, the OptiMark Software does not infringe the
         patent and copyright rights in Japan of any Third Party. OptiMark makes
         this warranty for the OptiMark Software alone and does not make this
         warranty with regard to the Optimark Software in combination with any
         JOS or Third Party Software, firmware, or data that interfaces with, is
         manipulated by, or otherwise operates in conjunction with the OptiMark
         Software.

13.2     SERVICE WARRANTY. Each Party represents and warrants that its duties
         and obligations under this Agreement shall be carried out in a
         professional and workmanlike manner and in conformance with accepted
         industry standards and practices.

13.3     WARRANTY DISCLAIMER. EXCEPT AS OTHERWISE STATED IN THIS AGREEMENT,
         JOINT VENTURE AGREEMENT, OR TECHNOLOGY LICENSE AGREEMENT, THE
         WARRANTIES OF SECTIONS 13.1 AND 13.2 ARE THE ONLY WARRANTIES MADE, AND
         THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY
         THERE ARE NO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
         PARTICULAR PURPOSE OR NONINFRINGEMENT.

13.4     ADDITIONAL WARRANTY DISCLAIMER FROM TECHNOLOGY LICENSE AGREEMENT. THE
         PARTIES ACKNOWLEDGE AND AGREE THAT ALL SOFTWARE, INFORMATION, AND/OR
         OTHER MATERIALS PROVIDED BY OPTIMARK TO JOS UNDER THIS
         AGREEMENT(EXCLUDING THE OBJECT CODE VERSION OF SOFTWARE DEVELOPED BY
         OPTIMARK UNDER SUBLICENSE FROM JOS) COMPRISE THE OPTIMARK TECHNOLOGY
         AND/OR OPTIMARK INTELLECTUAL PROPERTY RIGHTS AND ARE INTENDED TO BE
         PART OF THE NEW SYSTEM. ACCORDINGLY, ALL SOFTWARE, INFORMATION, AND/OR
         OTHER MATERIALS PROVIDED BY OPTIMARK TO JOS UNDER THIS AGREEMENT SHALL
         BE SUBJECT TO THE WARRANTIES AND DISCLAIMERS CONTAINED IN THE JOINT
         VENTURE AGREEMENT AND/OR THE TECHNOLOGY LICENSE AGREEMENT, INCLUDING
         BUT NOT LIMITED TO, THOSE STATED IN SECTION 9.1 OF THE TECHNOLOGY
         LICENSE AGREEMENT.

13.5     All warranties made by OptiMark are made solely to JOS, and OptiMark
         makes and will make no warranties to customers of JOS or any other
         Third Parties, including without limitation any User of the New System.

13.6     LIMITATION OF LIABILITY. OPTIMARK SHALL NOT BE LIABLE TO JOS FOR ANY
         AMOUNTS EXECEEDING THE LESSER OF (A) AMOUNTS ACTUALLY PAID TO OPTIMARK
         UNDER THIS DEVELOPMENT AND OPERATIONS AGREEMENT IN THE SIX MONTHS
         IMMEDIATELY PRECEDING THE OPERATIONAL COMMENCEMENT DATE (NOT INCLUDING
         AMOUNTS PAID BY JOS TO OPTIMARK FOR THIRD PARTY SOFTWARE, AND OTHER
         SOFTWARE AND HARDWARE PURCHASED BY OPTIMARK FOR THE BENEFIT OF JOS) OR
         (B) * ; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATION SHALL NOT
         APPLY TO CLAIMS BASED ON BREACHES OF SECTION 14 HEREOF. JOS SHALL NOT
         BE LIABLE TO OPTIMARK FOR ANY AMOUNTS EXECEEDING * ; PROVIDED, HOWEVER,
         THAT THE FOREGOING LIMITATION SHALL NOT


         --------------------
         * This confidential portion has been omitted and filed separately with
the Commission.
<PAGE>   15
         APPLY TO CLAIMS BASED ON JOS' (C) USES OF THE OPTIMARK TECHNOLOGY, THE
         OPTIMARK INTELLECTUAL PROPERTY, OR THE NEW SYSTEM OUTSIDE OF THE SCOPE
         PERMITTED UNDER THIS AGREEMENT OR THE TECHNOLOGY LICENSE AGREEMENT OR
         (D) BREACHES OF SECTION 14 HEREOF. UNDER NO CIRCUMSTANCES SHALL A PARTY
         BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS, LOSS OF MARKET OR
         OPPORTUNITY AND/OR INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGE HOWSOEVER
         ARISING (WHETHER OR NOT ARISING OUT OF THE NEGLIGENCE OF JOS OR
         OPTIMARK, OR THEIR RESPECTIVE EMPLOYEES, SUBLICENSEES, AFFILIATES OR
         AGENTS OR PURSUANT TO ANY CLAIM IN CONTRACT, NEGLIGENCE, TORT, STRICT
         LIABILITY OR OTHER THEORY) IN CONNECTION WITH THE OPTIMARK TECHNOLOGY,
         OPTIMARK INTELLECTUAL PROPERTY, AND/OR THE NEW SYSTEM (INCLUDING THE
         USE, PROVISION, OR SUPPORT THEREOF) OR ANY OTHER SUBJECT MATTER OF THIS
         AGREEMENT.


                     SECTION 14 -- CONFIDENTIAL INFORMATION

14.1     COVERED BY TECHNOLOGY LICENSE AGREEMENT. The Parties acknowledge and
         agree that all software, information, and/or other materials developed
         and/or provided by a Party to the other Party under this Agreement
         shall be subject to the Confidential Information provisions of Section
         13 of the Technology License Agreement.


                       SECTION 15 -- TERM AND TERMINATION

15.1     TERM. This Agreement shall commence on the Effective Date and shall
         continue unless and until terminated as provided herein.

15.2     GROUNDS FOR TERMINATION. A Party may terminate this Agreement without
         prejudice to any other remedy that the Party may have, immediately and
         without further obligation to the other Party, in the event of

         (a)      any breach by the other Party of Section 14 of this Agreement
                  which cannot be remedied within three (3) Business Days of the
                  Party's notice to the other Party of the breach and the
                  Party's intent to terminate this Agreement; or

         (b)      a material breach other than as set forth in Section 15.2(a)
                  above which cannot be remedied within ninety (90) Days of the
                  Party's notice to the other Party of the breach and the
                  Party's intent to terminate this Agreement.

15.3     TERMINATION OF OTHER AGREEMENTS.

         (a)      This Agreement shall terminate upon the termination of the
                  Technology License Agreement.

         (b)      This Agreement shall terminate upon the termination of or the
                  Joint Venture Agreement, except if the Joint Venture Agreement
                  is terminated pursuant to Sections 27.1(iii) of the Joint
                  Venture Agreement.

15.4     In the event of termination of this Agreement, all fees, expenses, and
         other amounts due to OptiMark shall, without notice or demand by
         OptiMark, immediately become due and payable by JOS.
<PAGE>   16
                         SECTION 16 - DISPUTE RESOLUTION

16.1     All disputes, controversies or claims arising out of or relating to
         this Agreement, or the breach, termination or validity thereof, shall
         be resolved by one arbitrator under the Rules of Conciliation and
         Arbitration of the International Chamber of Commerce, which rules are
         hereby incorporated by reference into this Section 16. The place of
         arbitration shall be Vancouver, British Columbia Canada. The language
         to be used in the arbitration proceedings shall be English. The
         arbitrator may be of any nationality. The arbitral award shall be
         rendered in writing and state the reasons for the award. Judgement on
         any award may be entered by any court of competent jurisdiction or
         application may be made to such a court for judicial acceptance of the
         award and any appropriate order including enforcement.

16.2     Notwithstanding the foregoing, the Parties may apply to any court of
         competent jurisdiction for a temporary restraining order, preliminary
         injunction, or other interim or conservatory relief, as necessary,
         without breach of this Section, and without any abridgement of the
         powers of the arbitrator.

16.3     In case of arbitration, the arbitrators shall award reasonable
         attorneys' fees and expenses to either Party in such manner and to such
         extent, as the arbitrators deem equitable. In case of litigation
         arising out of this Agreement, the prevailing Party shall be entitled
         to recover its reasonable attorneys' fees and expenses from the other
         Party.


                        SECTION 17 -- SOURCE CODE ESCROW

17.1     SOURCE CODE ESCROW/DELIVERY. Within sixty (60) Days after the
         Operational Commencement Date, OptiMark shall deliver into escrow,
         pursuant to escrow agreements substantially in the form of the escrow
         agreement attached hereto as SCHEDULE E-1 hereto ("Escrow Agreement"),
         the Source Code for each Deliverable for which it is responsible for
         developing hereunder, and all tools, compilers, linkers, and other
         software and/or documentation reasonably necessary to generate the
         Object code corresponding to the Source Code. The Parties shall execute
         the Escrow Agreement prior to the date of such delivery. JOS shall be
         responsible for all fees and expenses incurred by either Party under
         the Escrow Agreement. Within sixty (60) Days after the Operational
         Commencement Date, JOS shall deliver to OptiMark the Source Code for
         each Deliverable for which it is responsible for developing hereunder,
         and all tools, compilers, linkers, and other software and/or
         documentation reasonably necessary to generate the Object Code
         corresponding to the Source Code.

17.2     MINIMUM DEPOSIT/DELIVERY REQUIREMENTS. The Source Code to be deposited
         by OptiMark or delivered to OptiMark by JOS shall be in a format and on
         a storage medium suitable for loading onto the development platform of
         the New System, and shall not be encrypted. Insofar as the software on
         the New System includes any computer software programs or other
         material which are proprietary to Persons other than a Party and for
         which Party has no right to deposit or deliver such Source Code, the
         Source Code to be deposited or delivered shall not include the Source
         Code for any such Third Party computer software programs, but the
         deposit or delivery shall include Object Code modules therefor where
         Party has the right to deposit or deliver such materials and shall
         include an indication of the name, version, and manufacturer of such
         software.

17.3     ESCROW RELEASE EVENT. The escrow agent shall release a copy of the
         Source Code deposited by OptiMark to JOS only upon the release
         conditions specified in the Escrow Agreement.
<PAGE>   17
                     SECTION 18 - COMPLIANCE WITH LOCAL LAWS

18.1     JOS TO PROVIDE INFORMATION. JOS represents and warrants that it has
         provided OptiMark with written description of Japanese and other
         applicable laws and regulations governing the software and
         documentation that is part of the New System, including but not limited
         to, laws and regulations governing the importation, development,
         operation, and/or encryption of such software and documentation. If
         OptiMark or a Third Party modifies the software or documentation that
         is part of the New System in order to comply with Japanese or other
         applicable laws and regulations governing the same, then the Agreement,
         Final Specifications, Milestone Dates, and effected Schedules will be
         appropriately modified to accommodate such modifications.

18.2     INDEMNITY. JOS hereby agrees to indemnify, hold harmless, and upon
         OptiMark's request, defend OptiMark, and its directors, officers,
         employees and agents from and against any and all claims, demands and
         actions, and any liabilities, damages, or expenses resulting therefrom,
         including court costs and attorney's fees, arising out of or relating
         to an actual or alleged violation of Japanese or and other applicable
         laws or regulations governing the software and documentation that is
         part of the New System.

18.3     REIMBURSEMENT OF FEES AND EXPENSES.JOS shall reimburse OptiMark for all
         reasonable fees and expenses incurred as a result of OptiMark's
         research and investigation into Japanese and other applicable laws and
         regulations that may govern the software and documentation that is part
         of the New System.

18.4     NO UNITED STATES EXPORT PROHIBITIONS. OptiMark's investigation into
         whether the laws of the United States may prohibit OptiMark from
         exporting the OptiMark Software to Japan is ongoing. OptiMark shall
         keep JOS informed of the progress of the investigation. Notwithstanding
         the foregoing, to OptiMark's knowledge, the laws of the United States
         do not prohibit OptiMark from exporting the OptiMark Software from the
         United States to Japan.



                          SECTION 19 - GENERAL MATTERS

19.1     REGULATORY APPROVALS. JOS shall use commercially reasonable good faith
         efforts to work with OSE to obtain all regulatory approvals relating to
         the operation of the New System.

19.2     FORCE MAJEURE. If the performance of this Agreement or any obligations
         hereunder is prevented, restricted or interfered with by reason of
         Force Majeure, the Party so affected upon giving prompt notice to the
         other Party shall be excused from such performance during such
         prevention, restriction or interference.

19.3     GOVERNING LAW. This Agreement shall be governed by and construed under
         the laws of the United States and the State of New York as applied to
         agreements entered into and to be performed entirely within New York
         between New York residents.

19.4     AUTHORITY. Each Party warrants to the other Party that it has the
         authority to enter into this Agreement and that all necessary corporate
         or other approvals concerning the authority to enter into this
         Agreement have been or will be obtained.

19.5     AMENDMENT. No alteration, waiver, cancellation or any other change or
         modification in any term or condition of this Agreement, or any
         agreement contemplated to be negotiated or reached pursuant to the
         terms of this Agreement, shall be valid or binding on either Party
         unless made in writing and signed by duly authorized representatives of
         both Parties.
<PAGE>   18
19.6     PUBLICITY. Prior to issuing any reports, statements, press releases or
         other disclosures to Third Parties regarding this Agreement or the
         transactions contemplated herein, the Parties shall exchange copies of
         such documents and shall consult with each other regarding their
         content. Except as otherwise required by law, neither Party shall issue
         any such disclosure without the prior approval of the other Party. JOS
         may consult with OptiMark's Mr. Kiyoshi Niki or such other person as
         OptiMark designates, to obtain OptiMark's approval. OptiMark may
         consult with JOS' Mr. Nonomura or such other person as JOS designates,
         to obtain JOS' approval.

19.7     NOTICES AND OTHER COMMUNICATIONS. Every notice by either Party shall be
         in writing and delivered either by personal delivery, or by express
         mail or any similar overnight courier service, or by registered or
         certified mail, postage prepaid, or by facsimile or by e-mail (when
         confirmation copy is sent by registered or certified mail) where notice
         is addressed and with copies as set forth below, or at such other
         address as the intended recipient previously shall have designated by
         written notice to the other Party. All notices delivered in person
         shall be deemed to have been delivered to and received by the addressee
         and shall be effective on the date of personal delivery. All notices
         delivered by express mail or any other similar overnight courier
         service shall be effective upon receipt. All notices delivered by
         registered or certified mail, e-mail or by facsimile, shall be
         effective upon receipt.

                  If to OptiMark:

                  OPTIMARK, INC.
                  10 Exchange Place Center, 24th Floor
                  Jersey City, New Jersey 07302 USA
                  Attn: Robert Warshaw, Chief Technology Officer

                  Fax:  201-946-9413
                  E-Mail: rwarshaw@optimark.com

                               and with copies to:

                  OPTIMARK, INC.
                  10 Exchange Place Center, 24th Floor
                  Jersey City, New Jersey 07302 USA
                  Attn: James G. Rickards, General Counsel

                  Fax:  201-946-9435
                  E-Mail: jrickards@optimark.com

                  And if to JOS:

                  JAPAN OPTIMARK SYSTEMS, INC.
                  Across Shinkawa Budg.-Annex
                  16-14, Shinkawa 1-chome
                  Chuo-ku, Tokyo 104-0033, Japan
                  Attn:    Yasuhiko Nonomura
                           President, CEO

                  Fax:     81-3-5541-7760
                  E-Mail: ynonomura@optimark.co.jp

                                    With copies to
<PAGE>   19
                  Harada, Ozaki & Hattori Law Office
                  #523 Hiciya Park Bldg.
                  8-1, Yurakucho 1-chome
                  Chiyoda-ku, Tokyo 100-0006, Japan
                  Attn:    Yukimasa Ozaki

                  Fax:     81-3-3287-1937
                  E-Mail: moz@hoh.gr.jp

19.8     COUNTERPARTS. This Agreement may be executed in any number of English
         language counterparts or duplicate originals, and each such counterpart
         or duplicate original shall constitute an original instrument, but all
         such separate counterparts or duplicate originals shall constitute one
         and the same instrument.

19.9     WRITTEN AGREEMENT TO GOVERN. This Agreement, together with the Joint
         Venture Agreement and the Technology License Agreement, sets forth the
         entire understanding and supersedes all prior and contemporaneous
         agreements and discussions between the parties relating to the subject
         matter contained herein and therein, and neither Party shall be bound
         by any definition, condition, representation, warranty, covenant or
         provision other than as expressly stated in or contemplated herein or
         therein or as subsequently shall be set forth in writing and executed
         by a duly authorized representative of the Party to be bound thereby.

19.10    NO WAIVER OF RIGHTS. All waivers hereunder must be made in writing, and
         failure at any time to require the other Party's performance of any
         obligation under this Agreement shall not affect the right subsequently
         to require performance of that obligation. No waiver of any breach of
         any provision of this Agreement shall be construed as a waiver of any
         continuing or succeeding breach of such provision or a waiver or
         modification of such provision.

19.11    SEVERABILITY. Whenever possible, each provision, portion and extent of
         this Agreement shall be interpreted in such manner as to be effective
         and valid under applicable law, but if any provision, portion or extent
         of this Agreement should be prohibited or invalid under applicable,
         such provision, portion or extent shall be ineffective but only to the
         extent of such prohibition or invalidity without invalidating the
         remainder of such provision, portion or extent or the remaining
         provisions of this Agreement. In such event, the parties agree to
         negotiate, in good faith, a valid, legal and enforceable substitute
         provision that most nearly effects the parties' intent in entering into
         this Agreement.

19.12    SUBJECT HEADINGS. The subject headings of the sections of this
         Agreement are included for the purposes of convenience only, and shall
         not affect the construction or interpretations of any of its
         provisions.

19.13    FURTHER ASSURANCES. The parties shall each perform such acts, execute
         and deliver such instruments and documents, and do all such other
         things as may be reasonably necessary to accomplish the transactions
         contemplated in this Agreement.

19.14    EXPENSES AND FINDER'S FEES. The parties shall each bear their own costs
         and expenses (including attorneys' fees) incurred in connection with
         the negotiation and preparation of this Agreement and the consummation
         of the transactions contemplated hereby.

19.15    RELATIONSHIP BETWEEN PARTIES. Each Party will in all matters relating
         to this Agreement be and act as an independent contractor. Neither
         Party will represent that it has any authority to assume or create any
         obligation, express or implied, on behalf of the other Party, or to
         represent the other Party as agent, employee, or in any other capacity.

19.16    LANGUAGE. This Agreement is in the English language only, which
         language shall be controlling in all respects, and all versions hereof
         in any other language shall be for accommodation only and shall not be
         binding upon the parties hereto. All communications and notices to be
         made or given pursuant to this Agreement shall be in the English
         language.
<PAGE>   20
19.17    ASSIGNMENT. This Agreement shall inure to the benefit of, and shall be
         binding upon, the parties and their respective successors and assigns.
         No Party may assign or delegate this Agreement or any of its rights or
         duties under this Agreement without the prior written consent of the
         other Party, except as expressly set forth herein or to a Person into
         which it has merged or which has otherwise succeeded to all or
         substantially all of the business and assets of the assignor, and which
         has assumed in writing or by operation of law the assignor's
         obligations under this Agreement. Notwithstanding the preceding
         sentence, OptiMark may assign this Agreement in whole or in part, or
         any or all rights, benefits and/or obligations hereunder, to a direct
         wholly owned subsidiary of OptiMark or its parent (for example,
         OptiMark may form a direct wholly owned subsidiary of OptiMark to be
         called OI Japan, Inc. and may assign to OI Japan, Inc. all or any of
         OptiMark's rights, benefits and/or obligations under this Agreement).
         An assignment to a wholly owned subsidiary of OptiMark shall not serve
         to excuse or terminate the obligations of OptiMark under this
         Agreement. In the case of such an assignment, all of OptiMark's rights
         and benefits shall inure to such subsidiary.

19.18    ALLOCATION OF RISK. The sections on limitation of liability, warranties
         and disclaimer of warranties allocate the risks in the Agreement among
         the parties. This allocation is reflected in the fees payable between
         the Parties pursuant to this Agreement, the Joint Venture Agreement,
         and the Technology License Agreement, and is an essential of the basis
         of the bargain between the parties.

19.19    CONSTRUCTION. This Agreement is the product of negotiation among the
         parties and their respective counsel. This Agreement will be
         interpreted fairly in accordance with its terms and conditions and
         without any strict construction in favor of any Party. Any ambiguity
         shall not be interpreted against the drafting Party.

19.20    CHANGES IN PERSONNEL. If a Party has designated one or more of its
         personnel to perform certain tasks or be responsible for certain
         obligations under this Agreement, then the Party may substitute such
         personnel with other of its personnel if the Party has a reasonable
         reason to do so.

19.21    Survival. The following Sections shall survive the termination or
         expiration of this Agreement:9.2, 10.1, 10.2 (penultimate sentence
         only), 10.3, 13.3-13.6, 14.1, 15.4, 18.2, and 19.1-19.21.


         OptiMark, Inc.                          Japan OptiMark Systems, Inc.
         ("OptiMark")                             ("JOS")

         By:      /s/ Kiyoshi Niki               By:  /s/ Yasuhiko Nonomura
            ----------------------------            -------------------------

         Name:    Kiyoshi Niki                   Name: Yasuhiko Nonomura

         Title:   President, Japan               Title:    President, CEO

         Date:                                   Date:
<PAGE>   21
                                   SCHEDULE A
                             (SCHEDULES A-1 AND A-2)

                              FINAL SPECIFICATIONS
<PAGE>   22
                                  SCHEDULE A-1

                              FINAL SPECIFICATIONS
                         AGREED TO AS OF APRIL 30, 2000
<TABLE>
<CAPTION>


NO                           DOCUMENT NAME                      Category            Provider               NOTE
<S>      <C>                                                      <C>                    <C>       <C>
1        "PCX Version Functional Requirements Specifications"     Functionality          OI
         Ver. 1, November 15th, 1999
2        OptiMark Trading System Version 3.2 Usage Notes          Functionality          OI
3        FRS Delta in Detail                                      Functionality          JOS       [subcontracted to OI]
4        Security Static Data Processing Explanation              Functionality          JOS       [subcontracted to OI]
5        Functional Schematic Diagram                           Project Management       JOS       [subcontracted to OI]
         defining who shall develop what functions.
6        Transaction Fee Calculation System                       Functionality          JOS       [subcontracted to OI]
         Requirement specification
7        Statutory Book System                                    Functionality          JOS       [subcontracted to OI]
8        Security Static Data File specifications                 Functionality          JOS       Originator is OSE
9        Clearing Record File specifications                      Functionality          JOS       [subcontracted to OI]
10       Interface specification (Prints)                         Functionality          JOS       [subcontracted to OI]
11       Interface specification (Trade Information)              Functionality          JOS       [subcontracted to OI]
12       Interface specification (Execution Reports)              Functionality          JOS       [subcontracted to OI]
13       Osaka Market Data Client Protocol                        Functionality          JOS       [subcontracted to OI]
14       2D FIX Interface Specification for OSE                   Functionality          JOS       [subcontracted to OI]
15       Hardware requirement for the New System                     Hardware            JOS       [subcontracted to OI]
16       OI Development size estimate                           Project Management       OI
17       OI Development schedule                                Project Management       OI

</TABLE>
<PAGE>   23
                                  SCHEDULE A-2

                              FINAL SPECIFICATIONS
                      TO BE AGREED TO AFTER APRIL 30, 2000

<TABLE>
<CAPTION>

NO                           DOCUMENT NAME                      Category            Provider               NOTE
<S>      <C>                                                    <C>                  <C>                   <C>
18       Third party software requirement for the New System    Software Packages    OI (or JOS
         with the information who provides licenses to JOS                              per
                                                                                     provisions
                                                                                       above)
19       Deliverables for OSE Exchange                          Project Management       OI

</TABLE>


         The execution of this SCHEDULE A-2 below by the Parties indicates their
acceptance of the Final Specifications described in the documents listed in
SCHEDULE A-2 above, which documents are appended hereto.

         OptiMark, Inc.                        Japan OptiMark Systems, Inc.
         ("OptiMark")                          ("JOS")

         By: _____________________________     By: _____________________________


         Name: ___________________________     Name: ___________________________


         Title: __________________________     Title: __________________________


         Date: ___________________________     Date:____________________________




*







* This confidential portion has been omitted and filed separately with the
Commission.
<PAGE>   24
                                   SCHEDULE B

                                 MILESTONE DATES


         MILESTONE/DELIVERABLE                  MILESTONE DATE
         ---------------------                  --------------
Complete hardware installation at
JOS Data Center                                 January 31, 2000

Install OTS (Version 1) in QA environment       April 3, 2000 (Ver. 1.2.0.a)

Install OTS (Version 1) in Production
environment                                     April 17, 2000

Install OTS (Version 2) in QA environment       May 19, 2000 (Ver. 1.2.1.c)

Install OTS (Version 2) in Production
environment                                     June 2, 2000

Install additional software                     July 26, 2000 (Ver. 1.2.3.a)

Commence Final Acceptance Tests                 July 26, 2000 (Ver. 1.2.3.a)

Operational Commencement Date  -                October 6, 2000
 "Go Live"
<PAGE>   25
                                   SCHEDULE C

                       MAINTENANCE SERVICES AND TECHNICAL
                                SUPPORT SERVICES




         The execution of this SCHEDULE C below by the Parties indicates their
acceptance of the terms and conditions for Maintenance Services and Technical
Support Services as set forth in the attached "Support and Maintenance Plan,"
Version 1.0F, dated January 23, 2001.



         OptiMark, Inc.                          Japan OptiMark Systems, Inc.
         ("OptiMark")                            ("JOS")

         By:     /s/ Kiyoshi  Niki               By:  /s/ Yasuhiko Nonomura
            ----------------------------            -------------------------

         Name:    Kiyoshi  Niki                  Name:   Yasuhiko Nonomura

         Title:   President, Japan               Title:  President

         Date:    January 24, 2001               Date:   January 24, 2001


<PAGE>   26












SUPPORT AND MAINTENANCE PLAN
--------------------------------------------------------------------------------
                                                       JOS OSE/OptiMark Exchange
















                                                                January 23, 2001
                                                                    Version 1.0F
<PAGE>   27
                                TABLE OF CONTENTS

<TABLE>
<S>      <C>                                                        <C>
1.       INTRODUCTION..........................................      1
1.1.     Purpose of the Support And Maintenance Plan...........      1
1.2.     Applicability.........................................      1
         1.2.1.   Effective Date and Term......................      1
         1.2.2.   Control of Source Code.......................      1
         1.2.3.   Version Support..............................      1

2.       SERVICE REQUIREMENTS..................................      2
2.1.     Definition of Terms...................................      2

3.       PRODUCTION SUPPORT....................................      3
         3.1.1.   Computer Operations..........................      3
         3.1.2.   Production Control...........................      3
         3.1.3.   Technical Services...........................      4
         3.1.4.   Security administration......................      4
         3.1.5.   Application Support..........................      4
         3.1.6.   Third Party Software Support.................      5
3.2.     Responsibility Matrix.................................      5
3.3.     Staffing .............................................      6
         3.3.1.   OptiMark.....................................      6
         3.3.2.   JOS..........................................      7
3.4.     Availability..........................................      8
         3.4.1.   OptiMark Staff...............................      8
         3.4.2.   JOS Staff....................................      8
3.5.     Other Requirements....................................      8

4.       APPLICATION MAINTENANCE...............................      9
4.1.     Methodologies.........................................      9
         4.1.1.   Problem Reporting............................      9
         4.1.2.   Problem Determination........................      9
         4.1.3.   Problem Resolution...........................     11
         4.1.4.   Change Management............................     12
         4.1.5.   Release Management...........................     13
4.2.     Responsibility Matrix.................................     15
4.3.     Staffing .............................................     16
         4.3.1.   OptiMark.....................................     16
         4.3.2.   JOS..........................................     17
4.4.     Availability..........................................     17
         4.4.1.   OptiMark Staff...............................     17
         4.4.2.   JOS Staff....................................     17
4.5.     OptiMark Infrastructure Support.......................     18
</TABLE>
<PAGE>   28
<TABLE>
<S>      <C>                                                        <C>
4.6.     Other Requirements....................................     18

5.       ENHANCEMENTS..........................................     18
5.1.     Definition............................................     18
5.2.     Methodology...........................................     19
         5.2.1.   Requirements Definition......................     19
         5.2.2.   Requirement Analysis.........................     19
         5.2.3.   Detailed Design..............................     19
         5.2.4.   Development..................................     20
         5.2.5.   Integration Test.............................     20
         5.2.6.   Acceptance Test..............................     20
5.3.     Responsibility Matrix.................................     20
5.4.     Timeliness of Delivery................................     21
5.5.     Staffing .............................................     21
         5.5.1.   OptiMark.....................................     21
         5.5.2.   JOS..........................................     21
5.6.     Availability..........................................     22
         5.6.1.   OptiMark Staff...............................     22
         5.6.2.   JOS Staff....................................     22
5.7.     Other Requirements....................................     22

6.       APPENDIX A............................................     23
6.1.     Product Support Staff.................................     23

7.       APPENDIX B............................................     24
7.1.     FEES AND EXPENSES.....................................     24
</TABLE>
<PAGE>   29
OPTIMARK, INC.:           Support and Maintenance Plan              Introduction
================================================================================

1.       INTRODUCTION


                  1.1.     PURPOSE OF THE SUPPORT AND MAINTENANCE PLAN

                  This "Support And Maintenance Plan" ("Plan") specifies the
                  Maintenance Services and Technical Support Services that
                  OptiMark shall provide to JOS during the Operational Phase
                  pursuant to the "Development, Subcontract, And Operations
                  Agreement" ("Agreement"). Unless otherwise stated, all
                  capitalized terms herein have the same meaning as set forth in
                  the Agreement and all references to "Sections" refer to
                  sections in the Agreement.


                  1.2.     APPLICABILITY


                  1.2.1.   EFFECTIVE DATE AND TERM

                  The initial term for the Plan shall commence on the
                  Operational Commencement Date and shall continue for one (1)
                  year. The Plan shall automatically renew for successive one
                  (1) year terms unless otherwise terminated as specified
                  herein. OptiMark may change the terms and conditions of the
                  Plan, including OptiMark's fees, upon thirty (30) days written
                  notice to JOS, but no such change shall be effective prior to
                  the end of the then current term. JOS may, by fifteen (15)
                  days written notice to OptiMark, terminate the Plan on the
                  effective date of any such change(s). In the absence of such
                  timely notice of termination, the change(s) shall be deemed
                  accepted by JOS. In the event of termination of the Agreement,
                  the Plan shall terminate and all fees due under the Plan,
                  and/or other amounts payable to OptiMark, shall without notice
                  or demand by OptiMark immediately become due and payable. In
                  such a case, OptiMark's obligations to provide the services
                  under the Plan shall immediately cease. OptiMark may terminate
                  the Plan in the event of default by JOS of its obligations
                  hereunder, which shall include, but not be limited to, (1) the
                  Company's failure to install or otherwise implement all
                  software updates provided as part of the Plan as directed by
                  OptiMark and (2) JOS' failure to pay fees due to OptiMark
                  within thirty (30) days notice that the same is thirty (30)
                  days or more delinquent.


                  1.2.2.   CONTROL OF SOURCE CODE

                  The services described in this document are applicable so long
                  as JOS does not receive, and accept maintenance and support
                  responsibilities for, the source code for the OptiMark
                  Software. Any such transfer of source code control should be
                  accompanied by a resolution as to the further applicability,
                  if any, of OptiMark services under this Plan.


                  1.2.3.   VERSION SUPPORT

                  OptiMark shall provide the services described in this Plan for
                  the current and immediately preceding Versions (defined in
                  Section 2.2) of the OptiMark Software. For example, if
                  OptiMark has made Version 3.0.0 available to JOS, then
                  OptiMark shall
<PAGE>   30
OPTIMARK, INC.:           Support and Maintenance Plan      Service Requirements
================================================================================

                  support Versions 3.0.0 and 2.4.2 (assuming that 2.4.2 was the
                  highest Version within Version 2.X.Y). As another example, if
                  OptiMark has made Version 3.2.2 available to JOS, then
                  OptiMark shall support Versions 3.2.2 and 3.2.1.

                  JOS shall install new Versions provided by OptiMark into the
                  production environment of the New System before the next
                  Version is released. OptiMark agrees not to require
                  installation of a new production Version more frequently than
                  every 6 months; provided, however, that OptiMark may direct
                  JOS to install new Versions before the six month period if
                  such new Versions are required as a result a modification to
                  third party software that impacts the operation of the
                  OptiMark Software. OptiMark shall promptly inform JOS when
                  OptiMark becomes aware of such a modification.

                  OptiMark will maintain test environments only for the new
                  Version, once released, and for the immediately preceding
                  Version.

2. SERVICE REQUIREMENTS

                  The Maintenance and Technical Support Services covered by this
                  document fall into 3 categories:

                  -        Production Support - computer operations, production
                           control, technical services, security control and
                           application support, as more fully described in
                           Section 3.

                  -        Application Maintenance - problem management, problem
                           determination, problem resolution, change management,
                           software maintenance, application support, release
                           management, as more fully described in Section 4.

                  -        Enhancements - services to add additional
                           functionality to the OptiMark Software at the request
                           of JOS, as more fully described in Section 5.

                  2.1.     DEFINITION OF TERMS

                  In describing the delivery of services under this Plan, these
                  terms will be used with the meaning described:

                  -        "Request" means to initiate a request for services
                           available under this agreement.

                  -        "Define" means to specify, normally in writing, a
                           requirement, a plan or a procedure.

                  -        "Assist" means to participate in performance of an
                           activity, in a consultative or advisory role. The
                           assistance may be provided onsite rarely, or more
                           normally by telephone or email.

                  -        "Provide" means to deliver information necessary to
                           the activity.

                  -        "Perform" means to execute an activity, with full
                           responsibility for its outcome.

                  -        "Review" means to study a requirement, plan or
                           procedure, and offer informed, knowledgeable comments
                           or opinions on the requirement, plan or procedure.

                  -        A "Version" of the OptiMark Software is denoted as
                           follows: Major.Minor.Control, for example, "3.2.1".
                           The "Major" designator is the numeral to the
                           immediate left of the
<PAGE>   31
OPTIMARK, INC.:           Support and Maintenance Plan        Production Support
================================================================================

                  decimal point furthest to the left - i.e., "3". The "Minor"
                  designator is denoted by the numeral to the immediate right of
                  the decimal point furthest to the left - i.e., "2". The
                  "Control" designator is denoted by the numeral to the right of
                  the decimal point furthest to the right - i.e., "1".

                  -        The term "support" is intended to be non-specific,
                           and may imply definition, assistance, review, or
                           performance according to the particulars of the
                           situation.

                  -        The term "Application" may also be referred to as
                           "OptiMark Software".

3. PRODUCTION SUPPORT

                  Daily operation of the New System will be performed by JOS
                  pursuant to the Agreement. The OptiMark role for Production
                  Support will be to support and advise JOS in connection with
                  such daily operation. It is the intent of JOS to become fully
                  self-sufficient in operating the New System, and to reduce the
                  required support from OptiMark as soon as possible. JOS staff
                  shall have received training as provided for under Section
                  8.2(a) of the Agreement before the Operational Phase begins.

                  It is nonetheless likely that at the beginning of the
                  Operational Phase, JOS will not have acquired all the
                  necessary competencies in operating the New System, and
                  OptiMark will provide support as required.

                  OptiMark will supply the Production Support Services described
                  in Section 3 on-site and OptiMark's fees and expenses for
                  these services are described in Section 7.1. .


                  3.1.1.   COMPUTER OPERATIONS

                  At the request of JOS, OptiMark will provide operational
                  assistance to JOS for the following activities:

                  -        Specification of new or changed operational
                           procedures concerning the New System, as required by
                           the installation of new Versions of the OptiMark
                           Software or changes in the market.

                  -        Assistance with the maintenance of Application
                           recovery and restart procedures.

                  -        Training for operations personnel to recognize error
                           situations concerning the New System.

                  -        Assistance with maintenance of automated tools and/or
                           procedures.


                  3.1.2.   PRODUCTION CONTROL

                  When required, OptiMark will provide Production control
                  assistance to JOS for the following kinds of activities:

                  -        Assistance with maintenance of batch processing
                           configuration for day end job schedules:

                           -        Resolving scheduling conflicts
<PAGE>   32
OPTIMARK, INC.:           Support and Maintenance Plan        Production Support
================================================================================

                           -        Definition of day-end dependencies

                           -        Restart and recovery procedures for day-end
                                    steps or groups.

                  -        Assistance in ensuring that critical morning events
                           take place correctly and within agreed time frame

                  -        Assistance with interpreting new or changed
                           Application messages through the MAXM components that
                           perform the filtering of Application messages and
                           events.


                  3.1.3.   TECHNICAL SERVICES

                  At the request of JOS, OptiMark will provide the following
                  Technical Service assistance for the following kinds of
                  activities:

                  -        Analyzing performance study results and understanding
                           the possible Application configuration choices that
                           may affect performance

                  -        Assistance with performance tuning choices

                  -        Assistance with capacity planning

                  -        Assistance with Application file backup procedures

                  -        Assistance with database administration

                  -        General consultation on the relationship between the
                           Application and systems software


                  3.1.4.   SECURITY ADMINISTRATION

                  OptiMark will assist JOS in determining the security levels
                  and requirements for the New System, the Application,
                  resources and user help desk functions, that may result from
                  Application software enhancements, or changes in operating
                  conditions or market conditions or rules.

                  This may include changes to:

                  -        OS level file system security (read, write, execute,
                           delete)

                  -        Layered Product (e.g. Safeguard) protection scheme
                           for volumes, sub-volumes, and files

                  -        Data access requirements

                  -        Production ID and aliases to allow efficient data
                           center operations, including audit trails

                  -        Escalation procedures for emergency access


                  3.1.5.   APPLICATION SUPPORT

                  At the request of JOS, OptiMark will support JOS in normal
                  operation of the Application, particularly in the initial
                  Operational Phase, and after delivery of any new Version

                  This may include:
<PAGE>   33
OPTIMARK, INC.:           Support and Maintenance Plan        Production Support
================================================================================


                  -        Assisting JOS staff to ensure application
                           availability and monitoring,

                  -        Assisting in definition of new or changed operational
                           parameters and conditions,

                  -        General consultation with JOS staff regarding the
                           Application,

                  -        Providing additional information concerning problem
                           situations to assist OptiMark personnel

                  -        Facilitating knowledge transfer to the JOS
                           Application Support team in Tokyo.

                  3.1.6.   THIRD PARTY SOFTWARE SUPPORT

                  OptiMark will assist JOS in configuration and operation of 3rd
                  Party Software as it relates to the relationship or interface
                  with the Application.

                  This may include:

                  -        Recommending and/or assisting with configuration
                           options

                  -        Recommending new or changed operational procedures

                  -        Providing support for problem determination as it may
                           relate to the interface with the Application.

                  3.2.     RESPONSIBILITY MATRIX

                  Production Support responsibilities are indicated in the
                  following tables:

<TABLE>
<CAPTION>
                 Function/Task                          OptiMark         JOS
                 -------------                          --------         ---
<S>                                                     <C>              <C>
                 Computer Operations

                 Operations procedures                  Assist           Perform
                 Restart/Recovery procedures            Assist           Perform
                 Training                               Perform          Request
                 Automated Tools                        Assist           Perform

                 Production Control

                 Netbatch configuration                 Assist           Perform
                 Day-end restart/recovery               Assist           Perform
                 Holiday processing                     Assist           Perform
                 Application monitoring                 Assist           Perform

                 Technical Services

                 Performance analysis                   Assist           Perform
                 Performance tuning                     Assist           Perform
                 Capacity planning                      Assist           Perform
                 Backup/recovery                        Assist           Perform
</TABLE>
<PAGE>   34
OPTIMARK, INC.:           Support and Maintenance Plan        Production Support
================================================================================

<TABLE>
<S>                                                     <C>              <C>
                 Database Administration                Assist           Perform
                 Consultations                          Perform          Request

                 Security Administration

                 OS level file security                 Assist           Perform
                 Layered Product configuration          Assist           Perform
                 OPS help desk ids                      Assist           Perform
                 Data access requirements               Assist           Perform
                 User groups definition                 Assist           Perform
                 Escalation procedures for data access  Request          Perform


                 Application Support

                 Answer general inquiries               Perform          Request
                 Testing support                        Perform          Request
                 Support for production problems        Perform          Request
                 Redefine operational procedures        Assist           Perform
                 Knowledge transfer to JOS areas        Perform          Request


                 3rd Party Software Support

                 Configuration options                  Assist           Perform
                 Redefine operational procedures        Assist           Perform
                 Support for production problems        Assist           Perform
</TABLE>

                  3.3.     STAFFING


                  3.3.1.   OPTIMARK

                  The OptiMark staffing level is predicated upon the JOS
                  assertion that it will staff adequately for all reasonably
                  expected production services and events. Hence, the OptiMark
                  Production Support team is limited to the following staff as
                  part of the fixed-price agreement:

                  -        Production Support Manager (1)

                  -        Operations (1)

                  It is reasonable for solution of production problems that the
                  OptiMark Production Support team will require additional
                  expertise. JOS agrees that such support may be called
<PAGE>   35
                  upon, and utilized for solution of problems, upon agreement
                  between the Production Support Manager and his JOS
                  counterpart, without requirement for further authorization.

                  -        OTS System Architect

                  -        Component Technical Support Specialists (OPS, GUI,
                           MW, MEC, MIS)

                  -        Systems Administrators (Tandem, DEC, PC)

                  In the event that expertise specific to the JOS Application is
                  required, requests will be escalated to the Application
                  Support team.

                  3.3.2.   JOS

                  JOS will provide sufficient staffing to operate the New System
                  under all normal conditions. This staff shall have undergone
                  the training to acquire the competencies indicated under
                  section 8.2(a) of the Agreement. JOS alone will determine the
                  quantity and underlying skill-set requirements of this staff.
                  However, in order to complete the transfer of operational
                  responsibility to JOS completely and successfully, OptiMark
                  recommends that JOS provide the following minimum skill sets:

                  -        Tandem Systems Administrator

                           *firm knowledge of the following Tandem utilities:
                           FUP - file utility program
                           SCF - subsystem control facility
                           TCP/IP
                           NETBATCH - batch scheduler
                           PATHWAY
                           DSM/TC - distributed system management/tape catalog
                           SAFEGUARD - security utility
                           SPOOLER
                           ENFORM
                           MEASURE - performance monitoring utility
                           * knowledge of SYSTAR and PROGNOSIS third party
                           products are added benefit
                           * 2 to 4 years experience in Tandem S series systems
                           * experience and knowledge in Tandem system software
                           installation via INSTALL (used to create operating
                           system image on pre S series systems) and DSM/SCM
                           (distributed systems management/system configuration
                           management).

                  -        Unix Systems Administrator

                           Sr. Unix administrator with at least 4 year
                           experience (preferably some on TRU64 Unix),
                           skillful/knowledge with:

                           RAID,

                           LSM (Logical Storage Management - like Veritas),

                           ADVFS (Advance File system), and

                           NSR (backup software from Legato).

                  -        NT Systems Administrator

                           Skillset TBD

                  -        Network Administrator

                           Skillset TBD

                  -        Application Administrator (Integration Specialist)

                           * Overall knowledge of Installation procedures,
                           application configuration parameters, 3rd Party tools
                           installation and configuration
<PAGE>   36
OPTIMARK, INC.:           Support and Maintenance Plan        Production Support
================================================================================


                           * Knowledge of procedures for starting up/shutting
                           down the system, and how to check the operating
                           status of each component

                           * Knowledge of backup and restore plans and
                           procedures

                  -        Business Services Support Analyst(s)

                           * Knowledge of all Help Desk screens and procedures

                  -        Application Support Analyst(s)

                           * Knowledge of operating the system under normal
                           conditions

                           * Knowledge of troubleshooting tools and information
                           provided by them.

                           * Knowledge of failure detection and recovery
                           procedures

                           * Knowledge of performance monitoring information


                  3.4.     AVAILABILITY


                  3.4.1.   OPTIMARK STAFF

                  On the Operational Commencement Date, and for several weeks
                  following, all or part of the Production support team will be
                  located on-site in Tokyo. Thereafter, the team will return to
                  Jersey City and provide support on an on-call basis. On-call
                  support will be made available on all OSE/OptiMark Exchange
                  trading days, 4AM - Midnight JST (2PM - 10AM EST/3PM - 11AM
                  EDT). OptiMark shall make one developer and one operations
                  personnel available via a beeper as a point of contact.

                  The JOS contact person and the OptiMark Production Support
                  Manager will work together to prioritize tasks for this group.

                  3.4.2.   JOS STAFF

                  The JOS contact person needs to be available on-call for all
                  hours during which OptiMark may be called upon to provide
                  Production Support services. Staff must be available to
                  support the provision of any Other Requirements for which JOS
                  is responsible (e.g. to enable access to the Production
                  network and equipment).


                  3.5.     OTHER REQUIREMENTS

                  JOS will provide:

                  -        A designated Manager as single point of contact as
                           the counterpart to the OptiMark Production Support
                           Manager. Discussions will be conducted in English.

                  -        All verbal and written communications required with
                           other vendors (e.g. NAS)

                  -        Controlled online access to production systems from
                           Jersey City, as may be required for operational
                           assistance on a per incident basis.
<PAGE>   37
OPTIMARK, INC.:           Support and Maintenance Plan   Application Maintenance
================================================================================

4. APPLICATION MAINTENANCE

                  OptiMark will provide Application Maintenance services, which
                  is in addition to the support as defined in Section 3 of this
                  Plan that is necessary for normal operation of the New System.
                  The team may backup the Production support team, may be called
                  in to solve problems, may advise on system configuration
                  changes, and modifies, tests, and delivers software if
                  required to fix defects.

                  This team will also update the Application as may be necessary
                  to incorporate features or efficiencies (upgrades) which are
                  introduced by OptiMark into standard portions of the OptiMark
                  Software, and which are then made available to JOS as a new
                  Version of the Application Software.

                  OptiMark's Application Maintenance services will be delivered
                  on an as-requested basis, the fees for which will be included
                  in the overall price of this Plan, as specified in Appendix B.
                  If at any given time there are no services to be delivered as
                  part of Application Maintenance, then such staff as are
                  available under this section may be applied to development of
                  Enhancements (as defined below), if any.


                  4.1. METHODOLOGIES


                  4.1.1. PROBLEM REPORTING

                  4.1.1.1. Problem Severity

                  All problems are classified by the severity it causes. For the
                  purpose of this agreement there will be three severity levels
                  defined as:

                  Severity 1 - Application cannot run or continued use will
                  cause corruption of data.

                  Severity 2 - Problem is persistent but a workaround is
                  available. Must be addressed, but can afford to follow
                  established procedures to migrate the fix to the production
                  environment. Categorized in Optics as Urgent priority.

                  Severity 3 - Problem is intermittent, may cause minimal impact
                  on operation of application. Work around is available. Can
                  wait for future release to correct the problem. Characterized
                  in Optics as High or lower priority.


                  4.1.1.2. Notification Method

                  Problems which cannot be solved by the Production Support
                  team, and which are of Severity 1, may be escalated
                  immediately to by phone or page, to the on-duty Support
                  Analyst. Problems of lesser severity should be reported using
                  Optics or other selected defect-tracking tool.


                  4.1.2. PROBLEM DETERMINATION

                  4.1.2.1. Investigation
<PAGE>   38
OPTIMARK, INC.:           Support and Maintenance Plan   Application Maintenance
================================================================================

                  Based on the information provided, OptiMark will perform the
                  appropriate investigations to determine the exact nature of
                  the problem and its root cause within the OTS.

                  OptiMark will create an Optics ticket prior to any
                  investigation commencing.


                  4.1.2.2. JOS Status Updates

                  OptiMark will provide status updates directly to JOS once each
                  hour for all problems determined to be Severity 1 in nature.
                  In addition, the Production Support Manager and Application
                  Support Manager will participate in conference calls if
                  required to contribute to the resolution of the problem.

                  In the case of Severity 2 problems, OptiMark will update JOS
                  directly when problem determination has been completed, and a
                  recommended resolution is available. Interim updates will be
                  provided daily upon request.

                  In the case of Severity 3 problems, OptiMark will provide an
                  update by updating the Optics ticket with the resolution and
                  expected availability. Interim updates would normally be
                  provided on a weekly basis, as part of a scheduled ticket
                  review process.


                  4.1.2.3. Optics Updates

                  OptiMark will periodically update the Optics ticket with the
                  current status and actions taken. This would include results
                  obtained. This will provide a permanent history of the
                  problem. This information will form the basis for problem post
                  mortems.

                  Optics tickets from production problems will be useful as an
                  analytical tool for future problem resolution and as a measure
                  of the systems performance and OptiMark ability to effectively
                  resolve procedure problems.


                  4.1.2.4. Internal Escalation

                  OptiMark will adhere to the following guidelines to ensure
                  that all problems receive the appropriate level of visibility
                  and attention within the OptiMark organization.

                  Severity 1 Problems:

                  -        Engage additional resources if the cause of the
                           problem has not been determined within 30 minutes.

                  -        If unresolved after 45 minutes the Application
                           Support Manager must be notified.

                  -        If unresolved after 2 hours the CTO is notified.


                  Severity 2 Problems:

                  -        Severity 2 problems will not be addressed until the
                           next OptiMark business day at 9:00 am (EST/EDT).
                           Additional resources to be engaged if unresolved
                           after 3 hours.

                  -        If unresolved after 12 hours the Application Support
                           Manager must be notified.

                  -        If unresolved after 36 hours the CTO is notified.


                  Severity 3 Problems:
<PAGE>   39
OPTIMARK, INC.:           Support and Maintenance Plan   Application Maintenance
================================================================================

                  -        If JOS has not been given clear indication of the
                           solution to the problem within 3 OptiMark business
                           days the Application Support Manager will be
                           notified.

                  4.1.2.5. Application Consulting

                  If OptiMark determines that the Application is not the root
                  cause of the problem, OptiMark will assist JOS in directing
                  the problem to the appropriate area of responsibility.

                  OptiMark will provide the information determined through their
                  investigations and provide additional information on the
                  functional aspects of the Application to assist in the
                  resolution of the problem.


                  4.1.3. PROBLEM RESOLUTION

                  4.1.3.1. Root Cause Analysis

                  OptiMark will perform the necessary analysis to establish the
                  cause of the problem. The Support Analyst will look at the
                  areas of the system that it deems necessary, which would
                  include the Application, configuration, and application data
                  processed by the system.

                  OptiMark expects that JOS will make available any resource
                  deemed necessary by the Support Analyst to aid in determining
                  the root cause. This information will be used in determining
                  the course of action to successfully resolve the problem.


                  4.1.3.2. Recommended Resolution

                  OptiMark will provide a recommended approach to JOS for
                  approval. The recommendation may involve one or more of the
                  following items:

                  -        Environmental or operating system modifications,

                  -        Application configuration changes,

                  -        Data modifications,

                  -        Application code modifications

                  -        A `work around' that will isolate the problem and its
                           impact on production until a permanent solution can
                           be tested and implemented.

                  OptiMark will not institute any solution without JOS knowledge
                  and approval. A verbal approval may be considered acceptable
                  in certain emergency situations. This must be documented on
                  the problem ticket, specifying the approver and followed with
                  a written confirmation.


                  4.1.3.3. Emergency Changes

                  Under the direction of JOS, OptiMark may provide emergency
                  changes to the application code to resolve a problem. This
                  will only be considered for problems designated as Severity 1
                  and if no acceptable work around is available. All other
                  instances will be handled through the normal defined
                  procedures.
<PAGE>   40
OPTIMARK, INC.:           Support and Maintenance Plan   Application Maintenance
================================================================================


                  OptiMark will make every reasonable effort to ensure that any
                  emergency fixes will not cause other problems.

                  All changes introduced as emergency changes will not be deemed
                  permanent until they have been thoroughly tested and passed
                  the Quality Assurance criteria.

                  OptiMark will place emergency code changes on the integration
                  test FTP site, where JOS must approve and perform moving the
                  code to the production FTP site for implementation into
                  production. Control at the JOS is maintained via the migration
                  process to the production environment.


                  4.1.3.4. Application Configuration/Data Modification

                  OptiMark will assist JOS in making changes to the application
                  configuration data where it has been determined that this will
                  resolve the problem. OptiMark will assist JOS in updating the
                  supporting documentation to reflect these changes.

                  All changes are made with the verbal or written approval of
                  JOS.


                  4.1.3.5. Operating System/Hardware Issues

                  OptiMark will act as a consultant to JOS regarding the impact
                  that the current problem or determined changes will have on
                  the Application.

                  JOS or their designated authority will perform any changes as
                  a result of these consultations.


                  4.1.3.6. Tracking

                  OptiMark will regularly update Optics with the status of a
                  problem. This will include, but is not limited to, steps
                  taken, any verbal approvals given, results observed, and
                  estimated time to resolution.


                  4.1.4. CHANGE MANAGEMENT


                  4.1.4.1. Overview

                  Change management is the process where application changes are
                  migrated through the appropriate test environments, and
                  implemented into the production environment.


                  4.1.4.2. Source Management

                  OptiMark will maintain the source for the Application.
                  OptiMark will utilize industry standard tools for the
                  management of the source code. This will ensure that a fully
                  functioning system can be reproduced at any time and this will
                  significantly reduce the amount of time and effort to prepare
                  a new release.

                  OptiMark will periodically update the source code held in
                  escrow, as directed by JOS, and at JOS expense.


                  4.1.4.3. Tracking and Prioritization

                  Using Optics as the vehicle for identifying all changes in
                  progress, OptiMark will coordinate the release schedule and
                  release contents with JOS.
<PAGE>   41
OPTIMARK, INC.:           Support and Maintenance Plan   Application Maintenance
================================================================================

                  4.1.4.4. Change Meetings

                  JOS will arrange periodic conference calls between all
                  necessary parties. The objectives of these calls are to review
                  the changes that can be addressed in a particular timeframe
                  for implementation. In order to be implemented the following
                  criteria must be reviewed and all parties must agree that this
                  criteria has been met:

                  -        Completed documentation and release notes,

                  -        Fully defined fallback procedures,

                  -        Assessment of risk and

                  -        Potential conflict with other scheduled changes.


                  4.1.4.5. Document Release Notes

                  OptiMark will prepare Release Notes for all the changes to the
                  Application.


                  4.1.4.6. Fallback Procedures

                  Prior to the introduction of a new release, OptiMark will have
                  a specific and detailed plan, which will define how these
                  changes are to be backed out of the environment in the event
                  of unforeseen problems.


                  4.1.4.7. Risk Assessment

                  Prior to the implementation of any change, OptiMark will
                  prepare an assessment of the risk in introducing the change,
                  including steps which can be taken to mitigate the risks.


                  4.1.4.8. Implementations and Walkthroughs

                  OptiMark may participate in scheduled walkthroughs of install
                  procedures, code releases, and back-out procedures with JOS or
                  its designate for application releases.


                  OptiMark may provide onsite support to JOS for application
                  installs when warranted by the complexity or risk.


                  4.1.5. RELEASE MANAGEMENT


                  4.1.5.1. Source code support tools

                  RMS is a Revision Management System, provided by Data Design
                  Systems Inc. and used for the OPS Application source and
                  object management. Clearcase is a similar source code and
                  release management system used for all other components of the
                  system.

                  OptiMark will perform changes and maintain the structure of
                  the source code for the New System catalogs as necessary for
                  the safe storage and efficient release of such software. As
                  part of the Order Profile System release automation, RMS has
                  also been installed on the JOS Production and Development
                  Tandems. As with other 3rd Party software products, OptiMark
                  will provide installation, configuration and maintenance
                  support in order to maintain a smooth coordination with the
                  OptiMark Software.
<PAGE>   42
                  4.1.5.2. Macros and tools

                  OptiMark will continue to maintain, and where necessary
                  improve, existing TACL and RMS macros which have been created
                  to automate release promotion, pathway environment generation,
                  and fallback procedures associated with any release of the OPS
                  component.


                  4.1.5.3. Release promotions

                  Until JOS feels comfortable with performing release
                  promotions, OptiMark will execute this process.
<PAGE>   43
                  4.2. RESPONSIBILITY MATRIX

                  Application Support and Bug Fix responsibilities are indicated
                  in the following tables:

<TABLE>
<CAPTION>
                         Function/Task                 OptiMark            JOS
                         -------------                 --------            ---
<S>                                                    <C>               <C>
                 Problem Management Support
                 Problem tracking, Optics               Perform          Provide
                 Major Incident Owner                   Assist           Perform

                 Problem Determination
                 Data gathering, investigation          Perform          Provide
                 Obtain secure data access              Request          Perform
                 JOS Status updates                     Perform          Request
                 Optics updates                         Perform          Perform
                 Internal OptiMark escalations          Perform          N/A
                 Application consulting                 Perform          Request

                 Problem Resolution
                 Root cause analysis                    Perform          Review
                 Identify solutions, options,           Perform          Review
                 recommended approach
                 Provide emergency changes              Perform          Review
                 Application configuration/data         Assist           Perform
                 modification
                 Operating system/hardware issues       Assist           Perform
                 Tracking                               Perform          Perform

                 Change Management
                 Source management                      Perform          N/A
                 Optics, tracking/prioritization        Perform          Provide
                 Change meetings                        Assist           Perform
                 Release notes                          Perform          Review
                 Define fallback procedures             Perform          Review
                 Risk assessment                        Perform          Assist
                 Resolve scheduling conflicts           Review           Perform
                 Implementation walkthroughs            Perform          Review
                 Implementations                        Assist           Perform

                 Software Maintenance
                 Source maintenance                     Perform          N/A
                 Modifications/enhancements for         Provide          Initiate/Review
                 defects
                 Development/unit/sys/int. testing      Perform          N/A
</TABLE>
<PAGE>   44
OPTIMARK, INC.:           Support and Maintenance Plan   Application Maintenance
================================================================================

<TABLE>
<S>                                                     <C>              <C>
                 Test tools                             Perform          Assist  At
                                                                         completion of
                                                                         phase 1.1 the
                                                                         responsibilities
                                                                         will switch
                 Test scripts, regression               Perform          Assist  At
                                                                         completion of
                                                                         phase 1.1 the
                                                                         responsibilities
                                                                         will switch
                 Integration test                       Perform          Assist
                 Acceptance test execution              Assist           Perform

                 Release Management
                 Release Tools -                        Perform          N/A
                 Installation/configuration/maintenance
                 Release build                          Perform          N/A
                 Emergency releases                     Perform          N/A
                 Release install                        Perform          Assist
</TABLE>

                  4.3. STAFFING


                  4.3.1. OPTIMARK

                  The OptiMark Application Support and Maintenance team will
                  include the following staff as part of the fixed-price
                  agreement:

                  -        Productions Support Manager (1) -- (same person as in
                           Section 3)

                  -        Developers (5)

                  JOS understands that such staffing level represents a bare
                  minimum necessary to maintain the continuity of product
                  knowledge, and is insufficient to completely prepare even a
                  relatively simple bug fix, as there is no provision for
                  integration, quality assurance, source code control,
                  documentation, or systems administration. JOS understands that
                  the following minimum additional staff will be regularly
                  required, on a time and materials basis, to deliver any
                  changes to the system. JOS agrees that such support may be
                  utilized for delivery of releases, upon agreement between the
                  Application Support Manager and his JOS counterpart, without
                  requirement for further authorization:
<PAGE>   45
OPTIMARK, INC.:           Support and Maintenance Plan   Application Maintenance
================================================================================

                  -        Q/A Manager (1/2) and Staff (3)

                  -        Source Code Control/Release Staff (2 @ 1/2)

                  -        Documentation (1/2)

                  -        Tandem, DEC, PC Systems Administrators (3 @ 1/2)

                  In addition, the OptiMark Application Support and Maintenance
                  team may call on the following staff as needed, on a time and
                  materials basis, with additional JOS approval, if needed to
                  accelerate a particular delivery:

                  -        Development Project Leader

                  -        Additional Component Developers

                  -        Additional Q/A Staff

                  -        Additional Source Code Control/Release Staff

                  -        Documentation Specialists

                  -        Networking Specialist


                  4.3.2. JOS

                  JOS will provide staff to perform the following functions:

                  -        Management of application support - requirements,
                           scheduling, approval

                  -        Code maintenance of the JOS-built components of the
                           New System

                  -        Q/A Test of OptiMark code releases

                  -        Installation of OptiMark code releases


                  4.4.     AVAILABILITY


                  4.4.1.   OPTIMARK STAFF

                  The Application Support and Maintenance team will be available
                  on-call for problem determination during the New System
                  operating hours, 4AM - 10PM JST (2PM - 8AM EST/3PM - 9AM EDT).
                  However, they will ordinarily work according to EST/EDT hours.
                  The team will be allocated for JOS development, and will
                  prioritize tasks as agreed between the OptiMark Application
                  Support Manager and the appointed JOS contact person. Insofar
                  as time allows, this staff may undertake development of
                  Enhancements. OptiMark shall make one developer and one
                  operations personnel available via a beeper as a point of
                  contact.

                  For any additional staff, JOS support requirements will
                  compete with all other OptiMark projects for their time.


                  4.4.2.   JOS STAFF

                  Under normal circumstances, JOS development staff will work
                  according to JST hours.
<PAGE>   46
OPTIMARK, INC.:           Support and Maintenance Plan              Enhancements
================================================================================

                  4.5. OPTIMARK INFRASTRUCTURE SUPPORT

                  Provision of the services herein will require availability of
                  multiple OptiMark development and test environments. JOS shall
                  pay to OptiMark fees and expenses for such hardware and
                  facilities as set forth in Schedule F to the Agreement.


                  4.6. OTHER REQUIREMENTS

                  JOS will provide:

                  -        A single point of contact for Application
                           Support/Problem Management. Discussions will be
                           conducted in English.

                  -        All verbal and written communications required with
                           other vendors (e.g. NAS)

                  -        Online access to production systems from Jersey City,
                           as may be required for problem determination.


5. ENHANCEMENTS


                  5.1. DEFINITION

                  JOS may request certain additional functionality be added to
                  the OptiMark Software that is part of the New System
                  ("Enhancements"). Such Enhancements may be changes to the
                  software or configuration required due to changes or additions
                  to the New System Functional Requirements. When completed, the
                  functional requirements for such Enhancements, and the
                  associated Deliverables and Milestone Dates, shall be appended
                  to Schedules A and B of the Agreement, respectively, and shall
                  be governed by the terms and conditions of the Agreement.

                  The Enhancement requests from JOS may require modifications to
                  the OptiMark Software that are required by OSE or MOF and/or
                  modifications to the OptiMark Software that are requested by
                  JOS and are not required by OSE or MOF. The delivery
                  obligations and times for each type of Enhancement differ as
                  described below in section 5.4.

                  Enhancements may also result from requirements to increase
                  system capacity. To implement these, changes may be required
                  to OptiMark-supplied components, or to those components in
                  coordination with changes to JOS-supplied components or
                  components provided by interfacing systems, such as OSE or
                  TradeNet systems. Changes may also be required to the
                  then-installed Hardware components of the New System.

                  The OptiMark Software components of the New System may be
                  comprised of both standard and customized portions. To the
                  extent that the requested Enhancements require modification of
                  the standard portions of the OptiMark Software, the
                  Enhancements will always be made to the then-current Version
                  of the standard OptiMark Software that is part of the New
                  System.
<PAGE>   47
OPTIMARK, INC.:           Support and Maintenance Plan              Enhancements
================================================================================


                  OptiMark's fees and expenses for these services are set forth
                  in Appendix B.

                  Change Management and Release Management services are also
                  required for delivery of enhancements, and are performed as
                  indicated in the previous section.


                  5.2. METHODOLOGY

                  When Enhancements are required, OptiMark and JOS will use the
                  methodology described in this section.


                  5.2.1. REQUIREMENTS DEFINITION

                  JOS will provide OptiMark with a requirements specification
                  document. This document will indicate in as much detail as
                  possible the changes required in all components of the system.
                  JOS will also name a contact person to respond to any
                  questions which may result from analysis of the requirements.


                  5.2.2. REQUIREMENT ANALYSIS

                  After study of the enhancement requirements and gathering of
                  any necessary supporting materials, OptiMark will provide JOS
                  with a requirement analysis document that defines both the
                  functional and technical requirements, as understood by
                  OptiMark. Accompanying this analysis will be a recommended
                  design including estimated time and effort to complete the
                  solution.

                  If, in OptiMark's reasonable opinion, the amount of time
                  required to develop a requested Enhancement(s) would exceed
                  five hundred (500) man-days, then OptiMark shall not be
                  obligated to develop such Enhancement(s). JOS shall pay to
                  OptiMark fees and expenses for the Enhancement(s) as described
                  in Appendix B.

                  Enhancements to the System will be reviewed from an
                  architectural perspective to ensure that application design
                  principles inherent in the application are maintained, and
                  that performance characteristics of the application are not
                  compromised.

                  If the functional requirements provided could jeopardize the
                  integrity or performance of the production application,
                  OptiMark will document the findings and formally present them
                  to JOS prior to preparing a detailed design. Where possible,
                  OptiMark will present alternative methods for attaining the
                  desired goal.

                  OptiMark will then require written confirmation of JOS' desire
                  to proceed.


                  5.2.3. DETAILED DESIGN

                  When JOS signs off on the appropriate documentation, OptiMark
                  will proceed with a detailed design and provide a confirmation
                  of the estimate of time and effort to complete the task.

                  There may be iterations of the design process, depending on
                  complexity, number of other components impacted or if the
                  functional requirements change, or if the required `time to
                  market' for the solution demands an accelerated project life
                  cycle.

                  OptiMark and JOS will agree on the acceptance criteria and
                  will state the criteria in the detail design documentation.
<PAGE>   48
OPTIMARK, INC.:           Support and Maintenance Plan              Enhancements
================================================================================


                  Upon receiving approval of the design, OptiMark will proceed
                  with the modifications.


                  5.2.4. DEVELOPMENT

                  OptiMark will adhere to commercially reasonable effort for all
                  development activities. As part of the development cycle,
                  OptiMark will be responsible for performing unit and system
                  testing. This will also include limited integration testing.
                  JOS will be responsible for integration and acceptance
                  testing, including the preparation of test plans, scripts and
                  data.

                  OptiMark will make any required changes to the regression test
                  bed based for the changes in progress.


                  5.2.5. INTEGRATION TEST

                  OptiMark will assist JOS in scheduling and performing
                  integration tests in a fully functional environment with
                  production level system components. JOS is responsible for the
                  definition and execution of these tests.


                  5.2.6. ACCEPTANCE TEST

                  OptiMark and JOS will agree on the acceptance test criteria,
                  stated in the detail design documentation.

                  OptiMark will provide support to the acceptance test and
                  ensure that deviations from the functional requirements are
                  investigated and corrected.

                  The acceptance test must be performed in a `production like'
                  environment, with minimal developer intervention. Its purpose
                  is to determine that the application changes are correct from
                  the regression test perspective, the new functional
                  requirement perspective, and from an operability test
                  perspective.


                  5.3. RESPONSIBILITY MATRIX

                  Enhancement responsibilities are allocated to OptiMark or to
                  JOS as indicated in the following tables:

<TABLE>
<CAPTION>
                         Function/Task                 OptiMark             JOS
                         -------------                 --------             ---
<S>                                                    <C>               <C>
                 Enhancement Services
                 Requirements definition                Review           Perform
                 Requirements Analysis                  Perform          Review
                 Architectural review                   Perform          Review
                 Authorize Detailed Design              N/A              Perform
                 Detailed design                        Perform          Approve
                 Development/unit/sys testing           Perform          N/A
                 Test tools update                      Perform          Assist At
                                                                         completion of phase
                                                                         1.1 the
                                                                         responsibilities
                                                                         will switch
</TABLE>
<PAGE>   49
OPTIMARK, INC.:           Support and Maintenance Plan              Enhancements
================================================================================

<TABLE>
<S>                                                     <C>              <C>
                 Test scripts, regression               Perform          Assist At
                                                                         completion of phase
                                                                         1.1 the
                                                                         responsibilities
                                                                         will switch
                 Integration test                       Perform          Assist
                 Acceptance test execution              Assist           Perform
                 Release management                     Perform          N/A
                 OptiMark Documentation Update          Perform          Approve
                 Issues                                 Escalate         Initiate
</TABLE>

                  5.4. TIMELINESS OF DELIVERY

                  If JOS requests an Enhancement which is required as a direct
                  result of OSE and/or MOF imposing new regulatory requirements,
                  then OptiMark will make commercially reasonable good faith
                  efforts to provide such additional functionality to JOS prior
                  to any deadlines imposed by OSE or MOF.

                  If JOS requests an Enhancement which is not required as a
                  direct result of OSE and/or MOF imposing new regulatory
                  requirements, then OptiMark will make commercially reasonable
                  good faith efforts to provide such additional functionality to
                  JOS by a date to be mutually agreed upon by JOS and OptiMark.


                  5.5. STAFFING


                  5.5.1. OPTIMARK

                  Such OptiMark staff which are provided under the Application
                  Maintenance portion of this Agreement, who are not engaged in
                  such Maintenance, shall be available to work on Enhancements.
                  In the event that JOS requires faster delivery of one or more
                  Enhancements than can be accomplished by such staff, JOS may
                  request that additional staff be engaged.

                  The OptiMark Application Support Manager will serve as the
                  single point of contact for management of JOS enhancement
                  requests.


                  5.5.2. JOS

                  See staffing for Application Maintenance. JOS will augment
                  such staff as is necessary to deliver any JOS components
                  required by the requested Enhancement.
<PAGE>   50
OPTIMARK, INC.:           Support and Maintenance Plan              Enhancements
================================================================================


                  5.6. AVAILABILITY


                  5.6.1. OPTIMARK STAFF

                  Enhancement staff will be available only during normal EST/EDT
                  working hours, unless prior arrangement is made.


                  5.6.2. JOS STAFF

                  See availability for Application Maintenance.

                  5.7. OTHER REQUIREMENTS

                  JOS will provide:

                  -        Single point of contact for Enhancement Management.
                           This may be the same person as is provided for
                           Application Support/Problem Management. Discussions
                           will be conducted in English.

                  -        All verbal and written communications required with
                           other vendors (e.g. NAS)

                  -        A production-like environment for Integration
                           testing, including arrangements for OSE and/or
                           Customer system set-up.

                  OptiMark's ability to provide enhancements presupposes the
                  following services are contracted as part of Application
                  Maintenance: change management, software maintenance, release
                  management
<PAGE>   51
OPTIMARK, INC.:           Support and Maintenance Plan                Appendix A
================================================================================

6. APPENDIX A

                  6.1. PRODUCT SUPPORT STAFF

                  This appendix lists the OptiMark personnel ("Staff") that will
                  perform the services described in Sections 3 and 4 of the
                  Plan. Depending on the requirements of JOS or specific
                  problems encountered by OptiMark in the course of performing
                  the services described in Sections 3 and 4, other personnel
                  ("Additional Staff") may be enlisted on a permanent basis to
                  perform services under this Plan on a time and materials
                  basis.

                  MANAGEMENT/ADMINISTRATIVE SERVICES

                  JOS Project Manager -- Ypeus Oostenbrug, who will be:

                           the primary technical and systems contact between
                           OptiMark and JOS;

                           responsible for coordinating all planning & budgeting
                           activities;

                           responsible for production and application support
                           (Sections 3 and 4)as well as Enhancements (Section
                           5); and

                           responsible for providing JOS with estimates and
                           billing.

                  Product Support Manager -- Mitch Ramsaran

                  Project Administrator - Andy Goldstein (equivalent of 75% of
                  his time), who will be responsible for:

                           coordinating and documenting releases from
                           development to QA;

                           preparing tracking reports;

                           promoting timely completion of milestones; and

                           preparing meeting minutes.


                  PRODUCTION SUPPORT SERVICES (SECTION 3)

                  None.


                  APPLICATION SUPPORT SERVICES (SECTION 4)

<TABLE>
<CAPTION>
                    DEVELOPERS                COMPONENT
<S>                                           <C>
                    Menache                   Middleware
                    Dickman

                    Carlos Suarez             MRM/MEC

                    Rona Kwestel              GUI

                    Whitney Fung              OPS

                    Sara Dillon               Metrics/Audit
</TABLE>
<PAGE>   52
OPTIMARK, INC.:           Support and Maintenance Plan                Appendix B
================================================================================

7. APPENDIX B

                  7.1. FEES AND EXPENSES

                  1. PAYMENT OF FEES AND EXPENSES

                  JOS shall pay fees for, and reimburse OptiMark for expenses
                  incurred in connection with, the provision of the services set
                  forth in Sections 3, 4, and 5 of the Plan ("Support Amounts").
                  The reimbursement of expenses shall include, but not be
                  limited to, amounts paid by OptiMark to third parties for
                  maintenance and support of such third parties' software that
                  has been provided to JOS. OptiMark shall invoice JOS for the
                  Support Amounts (and any additional amounts described below)
                  monthly, with payment due within thirty (30) days of receipt
                  by JOS. If JOS does not remit payment with the prescribed
                  period, interest payable to OptiMark shall accrue monthly at
                  the higher of 1.5% per month or maximum percentage permitted
                  by law. All payments shall be made in U.S. dollars. All
                  invoices shall be sent by email or facsimile to Yasuhiko
                  Nonomura, and simultaneously sent by mail to the same person.
                  All invoices shall include a description of invoiced fees and
                  expenses, including the names of persons for whom fees are
                  charged and the amount of time billed for each such person.

                  All amounts due to OptiMark under this Plan shall be payable
                  in accordance with Section 12.5(c) of the Agreement.

                  OptiMark may change the Support Amounts and hourly rates of
                  its personnel upon thirty (30) days written notice to JOS ,
                  but no such change shall be effective prior to the end of the
                  then current term. JOS may, by fifteen (15) days written
                  notice to OptiMark, terminate the Plan on the effective date
                  of any such change(s). In the absence of such timely notice of
                  termination, the change(s) shall be deemed accepted by the
                  JOS.


                  2. PRODUCTION AND APPLICATION MAINTENANCE (SECTIONS 3 AND 4)

                  FIXED PRICE FOR DEDICATED STAFF

                  For the initial annual term, the base Support Amounts payable
                  to OptiMark shall total two million two hundred forty nine
                  thousand four hundred forty dollars (US$2,249,440.00).

                  The Support Amounts are based on (a) each of the Staff (with
                  the exception of the Project Administrator) identified in
                  Appendix A working eight (8) hours per day for the equivalent
                  of two hundred and forty days in the initial term and (b) the
                  Project Administrator working eight (8) hours per day for the
                  equivalent of one hundred eighty days in the initial term.

                  The Support Amounts also include fees for one (1) Developer
                  and one (1) Operations personnel being accessible fifty two
                  (52) weeks per year via a beeper during the operating hours of
                  the New System.

                  The Support Amounts will be adjusted higher if any of the
                  Staff works above the indicated times. Each additional hour
                  worked, or portion thereof, beyond the indicated times will be
                  billed to JOS as additional Support Amounts at the following
                  rates:

<TABLE>
<S>                                                  <C>     <C>    <C>
                      JOS Project Manager            --      $ *    per hour
</TABLE>


                  --------------------------
                  * This confidential portion has been omitted and filed
                  separately with the Commission.
<PAGE>   53
OPTIMARK, INC.:           Support and Maintenance Plan                Appendix B
================================================================================

<TABLE>
<S>                                                  <C>      <C>    <C>
                      Product Support Manager        --       $ *    per hour

                      Developer                      --       $ *    per hour

                      QA                             --       $ *    per hour

                      Operations                     --       $ *    per hour

                      Project Administrator          --       $ *    per hour

                      On-call via beeper             --       $ *    per week per person
</TABLE>

                  RATES FOR ADDITIONAL DEDICATED STAFF

                  JOS shall have the option to enlist Additional Staff as
                  follows to perform the Services in Section 3 and 4 as follows.
                  JOS may add Additional Staff upon sixty (60) days advance
                  written notice to OptiMark. JOS shall pay fees, in addition to
                  the base Support Amounts, to OptiMark for such Additional
                  Staff on an hourly basis as follows:

<TABLE>
<S>                                                  <C>      <C>    <C>
                      JOS Project Manager            --       $ *    per hour

                      Product Support Manager        --       $ *    per hour

                      Developer (OptiMark employee)  --       $ *    per hour

                      Developer (hired consultant)   --       *

                      QA                             --       $ *    per hour

                      Operations                     --       $ *    per hour

                      Project Administrator          --       $ *    per hour
</TABLE>

                  JOS may decrease the number of Staff or Additional Staff upon
                  ninety (90) days advance written notice to OptiMark and
                  OptiMark's Support Fees shall be adjusted accordingly as of
                  the later of (a) the date that the number of Staff or
                  Additional Staff is decreased or (b) the date specified in the
                  written notice provided by JOS.

                  RATES FOR ADDITIONAL NON-DEDICATED STAFF

                  If one or more Developers, in addition to the Developers
                  included with the Staff and Additional Staff, are required on
                  a temporary basis by OptiMark to fix bugs in the OptiMark
                  Software in a timely manner, then such Developer(s) shall be
                  billed to JOS at the rate of $ * per hour.

                  If one or more OptiMark personnel, in addition to the Staff
                  and Additional Staff, are required on a temporary basis by
                  OptiMark for purposes other than fixing bugs as described in
                  the paragraph above, then such personnel shall be billed to
                  JOS as follows:

<TABLE>
<S>                                                  <C>      <C>    <C>
                      JOS Project Manager            --       $ *    per hour
                      Product Support Manager        --       $ *    per hour
                      Developer (OptiMark employee)  --       $ *    per hour
                      Developer (hired consultant)   --       *
                      QA                             --       $ *    per hour
                      Operations                     --       $ *    per hour
                      Project Administrator          --       $ *    per hour
</TABLE>


--------------------------
* This confidential portion has been omitted and filed separately with the
Commission.
<PAGE>   54
OPTIMARK, INC.:           Support and Maintenance Plan                Appendix B
================================================================================


                  3.       ENHANCEMENTS (SECTION 5)

                  For the initial term, OptiMark shall provide the Enhancement
                  services set forth in Section 5 of the Plan based on a time
                  and materials basis. OptiMark and JOS will negotiate the rates
                  for OptiMark's development of the Enhancements on a per
                  project basis.

                  Notwithstanding the foregoing, OptiMark shall provide the
                  Enhancement services for Phases 1.1 and 1.2 (as previously
                  defined by JOS and OptiMark and as will be set forth in
                  Schedules A-3 and A-4 of the Agreement, respectively) on a
                  time and materials basis according to the following hourly
                  rates:

<TABLE>
<CAPTION>
                           PHASE 1.1
                           ---------
<S>                                                           <C>      <C>    <C>
                           JOS Project Manager                --       $ *    per hour

                           Product Support Manager            --       $ *    per hour

                           Developer (OptiMark employee)      --       $ *    per hour

                           Developer (hired consultant)       --       *

                           QA                                 --       $ *    per hour

                           Operations                         --       $ *    per hour

                           Project Administrator              --       $ *    per hour
</TABLE>


<TABLE>
<CAPTION>
                           PHASE 1.2
                           ---------
<S>                                                           <C>      <C>    <C>
                           JOS Project Manager                --       $ *    per hour

                           Product Support Manager            --       $ *    per hour

                           Developer (OptiMark employee)      --       $ *    per hour

                           Developer (hired consultant)       --       --       *

                           QA                                 --       $ *    per hour

                           Operations                         --       $ *    per hour

                           Project Administrator              --       $ *    per hour
</TABLE>



--------------------------
* This confidential portion has been omitted and filed separately with the
Commission.
<PAGE>   55
                                   SCHEDULE D

                      GUIDELINES FOR CALCULATING OPTIMARK'S
                 FEES AND EXPENSES ON A TIME AND MATERIALS BASIS


OptiMark will invoice JOS for actual time worked for each individual working the
JOS project. The daily rate charged for each individual will include a variable
component for their compensation and related costs, and a fixed component for
both direct overhead and indirect overhead. These rates may be changed by
OptiMark from time to time as business conditions dictate. OptiMark will also
invoice direct out-of-pocket expenses (for example, travel to Japan, equipment,
etc.).


The following items represent common areas covered within the scope of the JOS
project that are to be billed by OptiMark, Inc. (OI) directly to the joint
venture, Japan OptiMark Systems (JOS), on a monthly basis:

1.       SERVICES RENDERED BY OPTIMARK EMPLOYEES FOR THE DEVELOPMENT AND
         MAINTENANCE OF THE JOS TRADING SYSTEM (THE PROJECT). *









2.       SERVICES RENDERED BY OPTIMARK SUBCONTRACTED CONSULTANTS FOR THE
         DEVELOPMENT AND MAINTENANCE OF THE PROJECT. *







-----------------------
* This confidential portion has been omitted and filed separately with the
Commission.
<PAGE>   56
3.       DIRECT EXPENSES INCURRED BY OPTIMARK EMPLOYEES OR ITS DESIGNEES. *



















---------------------
* This confidential portion has been omitted and filed separately with the
Commission.
<PAGE>   57
                                   SCHEDULE E

                            FORM OF ESCROW AGREEMENT
                       (OPTIMARK'S DEPOSIT OF SOURCE CODE)

This Agreement is effective as of __________, 2000 among Data Securities
International, Inc. ("DSI"), having an office on 9555 Chesapeake Drive, Suite
200, San Diego, CA 92123, OptiMark, Inc., a corporation organized and existing
pursuant to the laws of Delaware, with principal offices at 10 Exchange Place
Center, 24th Floor, Jersey City, New Jersey 07302 USA ("Depositor"), and Japan
OptiMark Systems, Inc., a corporation organized and existing pursuant to the
laws of Japan, with principal offices at 9-5, Ohtemachi 1-chome, Chiyoda-ku,
Tokyo 100-8066 Japan ("Preferred Beneficiary"), who collectively may be referred
to in this Agreement as "the parties."

         WHEREAS, Depositor and Preferred Beneficiary have entered into a
Development and Operations Agreement regarding certain proprietary technology of
Depositor (referred to in this Agreement as "the Basic Agreement").

         WHEREAS, Depositor desires to avoid disclosure of its proprietary
technology except under certain limited circumstances.

         WHEREAS, the availability of the proprietary technology of Depositor is
critical to Preferred Beneficiary in the conduct of its business and, therefore,
Preferred Beneficiary needs access to the proprietary technology under certain
limited circumstances.

         WHEREAS, Depositor and Preferred Beneficiary desire to establish an
escrow with DSI to provide for the retention, administration, and controlled
access of certain proprietary technology materials of Depositor.

         WHEREAS, the parties desire this Agreement to be supplementary to the
Basic Agreement pursuant to 11 United States [Bankruptcy] Code, Section 365(n).


                              SECTION 1 -- DEPOSITS

1.1      Obligation to Make Deposit. Upon the signing of this Agreement by the
         parties, Depositor shall deliver to DSI the proprietary information and
         other materials ("deposit materials") required to be deposited by the
         Basic Agreement or, if the Basic Agreement does not identify the
         materials to be deposited with DSI, then such materials will be
         identified on an Exhibit A. If Exhibit A is applicable, it is to be
         prepared and signed by Depositor and Preferred Beneficiary. DSI shall
         have no obligation with respect to the preparation, signing or delivery
         of Exhibit A.

1.2      Identification of Tangible Media. Prior to the delivery of the deposit
         materials to DSI, Depositor shall conspicuously label for
         identification each document, magnetic tape, disk, or other tangible
         media upon which the deposit materials are written or stored.
         Additionally, Depositor shall complete Exhibit B to this Agreement by
         listing each such tangible media by the item label description, the
         type of media and the quantity. Exhibit B must be signed by Depositor
         and delivered to DSI with the deposit materials. Unless and until
         Depositor makes the initial deposit with DSI, DSI shall have no
         obligation with respect to this Agreement, except the obligation to
         notify the parties regarding the status of the deposit account as
         required in Section 2.2 below.

1.3      Deposit Inspection. When DSI receives the deposit materials and Exhibit
         B, DSI will conduct a deposit inspection by visually matching the
         labeling of the tangible media containing the deposit materials to the
         item descriptions and quantity listed on Exhibit B. In addition to the
         deposit inspection, Preferred Beneficiary may elect to cause a
         verification of the deposit materials in accordance with Section 1.6
         below.
<PAGE>   58
1.4      Acceptance of Deposit. At completion of the deposit inspection, if DSI
         determines that the labeling of the tangible media matches the item
         descriptions and quantity on Exhibit B, DSI will date and sign Exhibit
         B and mail a copy thereof to Depositor and Preferred Beneficiary. If
         DSI determines that the labeling does not match the item descriptions
         or quantity on Exhibit B, DSI will (a) note the discrepancies in
         writing on Exhibit B; (b) date and sign Exhibit B with the exceptions
         noted; and (c) provide a copy of Exhibit B to Depositor and Preferred
         Beneficiary. DSI's acceptance of the deposit occurs upon the signing of
         Exhibit B by DSI. Delivery of the signed Exhibit B to Preferred
         Beneficiary is Preferred Beneficiary's notice that the deposit
         materials have been received and accepted by DSI.

1.5      Depositor's Representations. Depositor represents as follows:

         a.       Depositor lawfully possesses all of the deposit materials
                  deposited with DSI;

         b.       With respect to all of the deposit materials, Depositor has
                  the right and authority to grant to DSI and Preferred
                  Beneficiary the rights as provided in this Agreement;

         c.       The deposit materials are not subject to any lien or other
                  encumbrance;

         d.       The deposit materials consist of the proprietary information
                  and other materials identified either in the Basic Agreement
                  or Exhibit A, as the case may be; and

         e.       The deposit materials are readable and usable in their current
                  form or, if the deposit materials are encrypted, the
                  decryption tools and decryption keys have also been deposited.

1.6      Verification. Preferred Beneficiary shall have the right, at Preferred
         Beneficiary's expense, to cause a verification of any deposit
         materials. A verification determines, in different levels of detail,
         the accuracy, completeness, sufficiency and quality of the deposit
         materials. If a verification is elected after the deposit materials
         have been delivered to DSI, then only DSI, or at DSI's election an
         independent person or company selected and supervised by DSI, may
         perform the verification.

1.7      Deposit Updates. Unless otherwise provided by the Basic Agreement,
         Depositor shall update the deposit materials within thirty (30) days of
         each release of a new version of the product(s) are subject to the
         Basic Agreement. Such updates will be added to the existing deposit.
         All deposit updates shall be listed on a new Exhibit B and the new
         Exhibit B shall be signed by Depositor. Each Exhibit B will be held and
         maintained separately within the escrow account. An independent record
         will be created which will document the activity for each Exhibit B.
         The processing of all deposit updates shall be in accordance with
         Sections 1.2 through 1.6 above. All references in this Agreement to the
         deposit materials shall include the initial deposit materials and any
         updates.

1.8      Removal of Deposit Materials. The deposit materials may be removed
         and/or exchanged only on written instructions signed by Depositor and
         Preferred Beneficiary, or as otherwise provided in this Agreement.


                 ARTICLE 2 -- CONFIDENTIALITY AND RECORD KEEPING

2.1      Confidentiality. DSI shall maintain the deposit materials in a secure,
         environmentally safe, locked facility which is accessible only to
         authorized representatives of DSI. DSI shall have the obligation to
         reasonably protect the confidentiality of the deposit materials. Except
         as provided in this Agreement, DSI shall not disclose, transfer, make
         available, or use the deposit materials. DSI shall not disclose the
         content of this Agreement to any Third Party. If DSI receives a
         subpoena or other order of a court or other judicial tribunal
         pertaining to the disclosure or release of the deposit materials, DSI
         will immediately notify the parties to this Agreement. It shall be the
         responsibility of Depositor and/or Preferred Beneficiary to challenge
         any such order; provided, however, that DSI does not waive its rights
         to present its position with respect to any such order. DSI will not be
<PAGE>   59
         required to disobey any court or other judicial tribunal order. (See
         Section 7.5 below for notices of requested orders.)

2.2      Status Reports. DSI will issue to Depositor and Preferred Beneficiary a
         report profiling the account history at least semi-annually. DSI may
         provide copies of the account history pertaining to this Agreement upon
         the request of any Party to this Agreement.

2.3      Audit Rights. During the term of this Agreement, Depositor and
         Preferred Beneficiary shall each have the right to inspect the written
         records of DSI pertaining to this Agreement. Any inspection shall be
         held during normal business hours and following reasonable prior
         notice.


                       ARTICLE 3 -- GRANT OF RIGHTS TO DSI

3.1      TITLE TO MEDIA. Depositor hereby transfers to DSI the title to the
         media upon which the proprietary information and materials are written
         or stored. However, this transfer does not include the ownership of the
         proprietary information and materials contained on the media such as
         any copyright, trade secret, patent or other intellectual property
         rights.

3.2      RIGHT TO MAKE COPIES. DSI shall have the right to make copies of the
         deposit materials as reasonably necessary to perform its duties under
         this Agreement. DSI shall copy all copyright, nondisclosure, and other
         proprietary notices and titles contained on the deposit materials onto
         any copies made by DSI. With all deposit materials submitted to DSI,
         Depositor shall provide any and all instructions as may be necessary to
         duplicate the deposit materials including but not limited to the
         hardware and/or software needed.

3.3      RIGHT TO TRANSFER UPON RELEASE. Depositor hereby grants to DSI the
         right to transfer deposit materials to Preferred Beneficiary upon any
         release of the deposit materials for use by Preferred Beneficiary in
         accordance with Section 4.5. Except upon such a release or as otherwise
         provided in this Agreement, DSI shall not transfer the deposit
         materials.


                         ARTICLE 4 -- RELEASE OF DEPOSIT

4.1      Release Conditions. As used in this Agreement, "Release Conditions"
         shall mean a material breach by Depositor of its maintenance
         obligations set forth in SCHEDULE C of the Basic Agreement, which
         breach Depositor fails to cure within a reasonable time.

4.2      Filing For Release. If Preferred Beneficiary believes in good faith
         that a Release Condition has occurred, Preferred Beneficiary may
         provide to DSI written notice of the occurrence of the Release
         Condition and a request for the release of the deposit materials. Upon
         receipt of such notice, DSI shall provide a copy of the notice to
         Depositor, by certified mail, return receipt requested, or by
         commercial express mail.

4.3      Contrary Instructions. From the date Depositor receives DSI's notice
         requesting release of the deposit materials, Depositor shall have ten
         business days to deliver to DSI Contrary Instructions. "Contrary
         Instructions" shall mean the written representation by Depositor that a
         Release Condition has not occurred or has been cured. Upon receipt of
         Contrary Instructions, DSI shall send a copy to Preferred Beneficiary
         by certified mail, return receipt requested, or by commercial express
         mail. Additionally, DSI shall notify both Depositor and Preferred
         Beneficiary that there is a dispute to be resolved pursuant to the
         Dispute Resolution section (Section 7.3) of this Agreement. Subject to
         Section 5.2, DSI will continue to store the deposit materials without
         release pending (a) joint instructions from Depositor and Preferred
         Beneficiary; (b) resolution pursuant to the Dispute Resolution
         provisions; or (c) order of a court.

4.4      Release of Deposit. If DSI does not receive Contrary Instructions from
         the Depositor, DSI is authorized to release the deposit materials to
         the Preferred
<PAGE>   60
         Beneficiary or, if more than one beneficiary is registered to the
         deposit, to release a copy of the deposit materials to the Preferred
         Beneficiary. However, DSI is entitled to receive any fees due DSI
         before making the release. This Agreement will terminate upon the
         release of all of the deposit materials held by DSI.

4.5      Right to Use Following Release. Unless otherwise provided in the Basic
         Agreement, upon release of the deposit materials in accordance with
         this Article 4, Preferred Beneficiary shall have the right to use the
         deposit materials for the sole purpose of continuing the benefits
         afforded to Preferred Beneficiary by the Basic Agreement. Preferred
         Beneficiary shall be obligated to maintain the confidentiality of the
         released deposit materials.


                        ARTICLE 5 -- TERM AND TERMINATION

5.1      Term of Agreement. The initial term of this Agreement is for a period
         of one year. Thereafter, this Agreement shall automatically renew from
         year-to-year unless (a) Depositor and Preferred Beneficiary jointly
         instruct DSI in writing that the Agreement is terminated; or (b) the
         Agreement is terminated by DSI for nonpayment in accordance with
         Section 5.2.

5.2      Termination for Nonpayment. In the event of the nonpayment of fees owed
         to DSI, DSI shall provide written notice of delinquency to all parties
         to this Agreement. Any Party to this Agreement shall have the right to
         make the payment to DSI to cure the default. If the past due payment is
         not received in full by DSI within one month of the date of such
         notice, then, DSI shall have the right to terminate this Agreement at
         any time thereafter by sending written notice of termination to all
         parties. DSI shall have no obligation to take any action under this
         Agreement so long as any payment due to DSI remains unpaid.

5.3      Disposition of Deposit Materials Upon Termination. Upon termination of
         this Agreement by joint instruction of Depositor and Preferred
         Beneficiary, DSI shall destroy, return, or otherwise deliver the
         deposit materials in accordance with such instructions. Upon
         termination for nonpayment, DSI may, at its sole discretion, destroy
         the deposit materials or return them to Depositor. DSI shall have no
         obligation to return or destroy the deposit materials if the deposit
         materials are subject to another escrow agreement with DSI.

5.4      Survival of Terms Following Termination. Upon termination of this
         Agreement, the following provisions of this Agreement shall survive:

         a.       Depositor's Representations (Section 1.5);

         b.       The obligations of confidentiality with respect to the deposit
                  materials;

         c.       The rights granted in the sections entitled Right to Transfer
                  Upon Release (Section 3.3) and Right to Use Following Release
                  (Section 4.5), if a release of the deposit materials has
                  occurred prior to termination;

         d.       The obligation to pay DSI any fees and expenses due;

         e.       The provisions of Article 7; and

         f.       Any provisions in this Agreement which specifically state they
                  survive the termination or expiration of this Agreement.


                             ARTICLE 6 -- DSI'S FEES

         6.1      FEE SCHEDULE. DSI is entitled to be paid its standard fees and
                  expenses applicable to the services provided. DSI shall notify
                  the Party responsible for payment of DSI's fees at least 90
                  days prior to any increase in fees. For any service not listed
                  on DSI's standard fee schedule, DSI will provide a quote prior
                  to rendering the service, if requested.
<PAGE>   61
         6.2      PAYMENT TERMS. DSI shall not be required to perform any
                  service unless the payment for such service and any
                  outstanding balances owed to DSI are paid in full. All other
                  fees are due upon receipt of invoice. If invoiced fees are not
                  paid, DSI may terminate this Agreement in accordance with
                  Section 5.2. Late fees on past due amounts shall accrue at the
                  rate of one and one-half percent per month (18% per annum)
                  from the date of the invoice.


                       ARTICLE 7 -- LIABILITY AND DISPUTES

         7.1      RIGHT TO RELY ON INSTRUCTIONS. DSI may act in reliance upon
                  any instruction, instrument, or signature reasonably believed
                  by DSI to be genuine. DSI may assume that any employee of a
                  Party to this Agreement who gives any written notice, request,
                  or instruction has the authority to do so. DSI shall not be
                  responsible for failure to act as a result of causes beyond
                  the reasonable control of DSI.

         7.2      INDEMNIFICATION. DSI shall be responsible to perform its
                  obligations under this Agreement and to act in a reasonable
                  and prudent manner with regard to this escrow arrangement.
                  Provided DSI has acted in the manner stated in the preceding
                  sentence, Depositor and Preferred Beneficiary each agree to
                  indemnify, defend and hold harmless DSI from any and all
                  claims, actions, damages, arbitration fees and expenses,
                  costs, attorney's fees and other liabilities incurred by DSI
                  relating in any way to this escrow arrangement.

         7.3      DISPUTE RESOLUTION. Any dispute relating to or arising from
                  this Agreement shall be resolved by arbitration under the
                  Commercial Rules of the American Arbitration Association.
                  Unless otherwise agreed by Depositor and Preferred
                  Beneficiary, arbitration will take place in San Diego,
                  California, USA. Any court having jurisdiction over the matter
                  may enter judgment on the award of the arbitrator(s). Service
                  of a petition to confirm the arbitration award may be made by
                  First Class mail or by commercial express mail, to the
                  attorney for the Party or, if unrepresented, to the Party at
                  the last known business address.

         7.4      CONTROLLING LAW. This Agreement is to be governed and
                  construed in accordance with the laws of the State of
                  California, without regard to its conflict of law provisions.

         7.5      NOTICE OF REQUESTED ORDER. If any Party intends to obtain an
                  order from the arbitrator or any court of competent
                  jurisdiction which may direct DSI to take, or refrain from
                  taking any action, that Party shall:

                  a.       Give DSI at least two business days' prior notice of
                           the hearing;

                  b.       Include in any such order that, as a precondition to
                           DSI's obligation, DSI be paid in full for any past
                           due fees and be paid for the reasonable value of the
                           services to be rendered pursuant to such order; and

                  c.       Ensure that DSI not be required to deliver the
                           original (as opposed to a copy) of the deposit
                           materials if DSI may need to retain the original in
                           its possession to fulfill any of its other escrow
                           duties.


                         ARTICLE 8 -- GENERAL PROVISIONS

         8.1      ENTIRE AGREEMENT. This Agreement, which includes the
                  Acceptance Form and the Exhibits described herein, embodies
                  the entire understanding among the parties with respect to its
                  subject matter and supersedes all previous communications,
                  representations or understandings, either oral or written. No
                  amendment or modification of this Agreement shall be valid or
                  binding unless signed by all the parties hereto, except that
                  Exhibit A need not be signed by DSI, Exhibit B need not be
                  signed by Preferred Beneficiary and Exhibit C need not be
                  signed.
<PAGE>   62
         8.2      NOTICES. All notices, invoices, payments, deposits and other
                  documents and communications shall be given to the parties at
                  the addresses specified in the attached Exhibit C. It shall be
                  the responsibility of the parties to notify each other as
                  provided in this Section in the event of a change of address.
                  The parties shall have the right to rely on the last known
                  address of the other parties. Unless otherwise provided in
                  this Agreement, all documents and communications may be
                  delivered by First Class mail.

         8.3      SEVERABILITY. In the event any provision of this Agreement is
                  found to be invalid, voidable or unenforceable, the parties
                  agree that unless it materially affects the entire intent and
                  purpose of this Agreement, such invalidity, voidability or
                  unenforceability shall affect neither the validity of this
                  Agreement nor the remaining provisions herein, and the
                  provision in question shall be deemed to be replaced with a
                  valid and enforceable provision most closely reflecting the
                  intent and purpose of the original provision.

         8.4      SUCCESSORS. This Agreement shall be binding upon and shall
                  inure to the benefit of the successors and assigns of the
                  parties. However, DSI shall have no obligation in performing
                  this Agreement to recognize any successor or assign of
                  Depositor or Preferred Beneficiary unless DSI receives clear,
                  authoritative and conclusive written evidence of the change of
                  parties.

OptiMark, Inc.              Japan OptiMark Systems, Inc.

<TABLE>
<S>                                         <C>
("Depositor")                               ("Preferred Beneficiary")

By:___________________________________      By:____________________________________

Name:                                       Name:

Title:                                      Title:

Date:                                       Date:


Date Securities International, Inc.
("DSI")

By:___________________________________

Name:

Title:

Date:
</TABLE>
<PAGE>   63
                                    EXHIBIT A

                            MATERIALS TO BE DEPOSITED

                      Account Number ______________________


Depositor represents to Preferred Beneficiary that deposit materials delivered
to DSI shall consist of the following:

OptiMark, Inc.             Japan OptiMark Systems, Inc.

<TABLE>
<S>                                         <C>
("Depositor")                               ("Preferred Beneficiary")

By:_________________________________        By:_________________________________

Name:                                       Name:

Title:                                      Title:

Date:                                       Date:
</TABLE>
<PAGE>   64
                                    EXHIBIT B

                        DESCRIPTION OF DEPOSIT MATERIALS

Depositor Company Name OptiMark, Inc.
                       --------------

Account Number ______________________________


PRODUCT DESCRIPTION:

Product Name__________________________________Version___________________________

Operating System________________________________________________________________

Hardware Platform:______________________________________________________________

DEPOSIT COPYING INFORMATION:

Hardware required:______________________________________________________________

Software required:______________________________________________________________


DEPOSIT MATERIAL DESCRIPTION:

<TABLE>
<CAPTION>
Qty               Media Type & Size                   Label Description of Each Separate Item
                                                      (excluding documentation)
<S>               <C>                                 <C>
______            Disk 3.5" or ____
______            DAT tape ____mm
______            CD-ROM
______            Data cartridge tape ____
______            TK 70 or ____ tape
______            Magnetic tape ____
______            Documentation
______            Other ______________________
</TABLE>


I certify for Depositor that the above      DSI has inspected and accepted
described materials have been               the above deposit materials
transmitted to DSI:                         (any exceptions are noted above):


<TABLE>
<S>                                         <C>
Signature___________________________        Signature_________________________________
Print Name__________________________        Print Name_______________________________
Date________________________________        Date Accepted____________________________
Exhibit B#__________________________
</TABLE>

      Send materials to: DSI, 9555 Chesapeake Dr. #200, San Diego, CA 92123
<PAGE>   65
                                    EXHIBIT C

                               DESIGNATED CONTACT

                      Account Number ______________________

<TABLE>
<S>                                                          <C>
Notices, deposit material returns and communications to      Invoices to Depositor should be
Depositor should                                             addressed to:
be addressed to:
OptiMark, Inc.                                               Same: X
10 Exchange Place Center, 24th Floor                         ________________________________________________
Jersey City, New Jersey 07302 USA                            ________________________________________________
                                                             ________________________________________________
Designated Contact:                                          ________________________________________________
                                                             Contact:________________________________________
Telephone: (201) 536-                                        ________________________________________________
Facsimile: (201)                                             ________________________________________________


Notices, and communications to                               Invoices to Preferred Beneficiary
Preferred Beneficiary should be addressed to:                should be addressed to:
Japan OptiMark Systems, Inc                                  Same: X
9-5, Ohtemachi 1-chome
Chiyoda-ku, Tokyo 100-8066 Japan                             Contact:_________________________________________
                                                             _________________________________________________
Designated Contact:                                          _________________________________________________

Telephone:
Facsimile:
</TABLE>

Requests from Depositor or Preferred Beneficiary to change the designated
contact should be given in writing by the designated contact or an authorized
employee of Depositor or Preferred Beneficiary.

<TABLE>
<S>                                                          <C>
Contracts, deposit materials and notices to DSI              Invoice inquiries and fee remittances to DSI should
should be addressed to:                                      be addressed to:
DSI                                                          DSI
Contract Administration                                      Accounts Receivable
Suite 200                                                    Suite 1450
9555 Chesapeake Drive                                        425 California Street
San Diego, CA 92123                                          San Francisco, CA 94104
Telephone:  (619) 694-1900                                   (415) 398-7900
Facsimile:   (619) 694-1919                                  (415) 398-7914
</TABLE>


Date:_________________________________
<PAGE>   66
                                   SCHEDULE F



1.       MONTHLY EQUIPMENT USAGE OF OPTIMARK PROPERTY FOR THE DEVELOPMENT AND
         MAINTENANCE OF THE PROJECT. *







2.       EQUIPMENT, SOFTWARE, OR LICENSES ACQUIRED FOR THE DEVELOPMENT AND
         MAINTENANCE OF THE PROJECT. *






-----------------
* This confidential portion has been omitted and filed separately with the
Commission.
<PAGE>   67
[OPTIMARK LOGO]

October 23, 2000

Yasuhiko Nonomura, President
Japan OptiMark Systems, Inc.
Across Shinkawa Building, Annex 6F
1-16-14 Shinkawa, Chuo-Ku
Tokyo, 104-0033 JAPAN

RE:      OPTIMARK, INC. / JAPAN OPTIMARK SYSTEMS, INC.

Dear Nonomura san:

OptiMark, Inc. ("OptiMark") and Japan OptiMark Systems, Inc. ("JOS") hereby
agree to amend the "Development, Subcontract, And Operations Agreement"
("Agreement"), effective as of May 17, 1999, by adding the following new Section
10.4:

                  "10.4 JOS agrees that all software of Sybase, Inc. that (1)
                  OptiMark has obtained for the benefit of JOS under Section
                  10.2 hereof and (2) has been or will be provided to JOS
                  hereunder will be used and/or handled in accordance with the
                  "Mandatory Terms pf Sublicense Agreements" attached hereto as
                  Schedule G," wherein JOS is referred to the "End User" and
                  OptiMark as the "Partner."

Your signature below will indicate your agreement to the foregoing.

                                          Sincerely,



                                          /s/ Kiyoshi Niki
                                          Kiyoshi Niki
                                          President, Japan


AGREED as of the 17th day of May 1999:



/s/ Yasuhiko Nonomura
Yasuhiko Nonomura, President
<PAGE>   68
                                   SCHEDULE G

                                    EXHIBIT B
                     MANDATORY TERMS OF SUBLICENSE AGREEMENT


All Sublicense Agreements for the ADL Programs shall include substantially the
following provisions:

         1. The End User is only granted a non-exclusive, non-transferable right
to use the Application and ADL Programs for its own internal business purposes
and the End User is prohibited from using such ADL Programs for application
development purposes or otherwise outside the scope defined in Section 1.2 of
this Agreement.

         2. The End User's usage of the Application and ADL Programs shall be
restricted to the licensed Servers and Seats or Concurrent Users consistent with
the pricing terms of this Agreement. The End User shall be prohibited from (i)
sublicensing, timesharing, rental, facility management, or service bureau usage
of the ADL Programs; and (ii) permit third parties to remotely access and use
the Application and Sybase Programs over the internet, unless Partner has paid
Sybase the applicable fees for any such usage of the Programs. "Service bureau"
shall mean an arrangement pursuant to which (i) third parties are permitted to
access and use the ADL Programs directly or indirectly by any means to process
their own data; or (ii) the End User uses the Programs to process the data of
any third party.*

         3. Partner's licensor (Sybase) retains title to the Programs, and all
copies thereof, and associated intellectual property rights therein. The End
User may not copy the Programs, except for inactive backup and archival purposes
only, and must include on all copies of the Program all copyright, government
restricted rights and other proprietary notices or legends included on the
Program when it was shipped to such licensee.

         4. Partner and its licensors (including Sybase) shall not be
responsible for any indirect, incidental, special and consequential damages.

         5. Only object code versions of the Programs are licensed to the End
User and reverse engineering, disassembly or decompilation to derive source code
shall be prohibited (except to the extent expressly allowed under applicable
law).

         6. The End User must agree to comply with all export and re-export
restrictions and regulations ("Export Restrictions") imposed by the government
of the United States. If any Program license is provided to U.S. government
licensee use, duplication or disclosure of the software and documentation by the
U.S. Government shall be provided subject to terms and conditions consistent
with these Mandatory Terms and any applicable FAR provisions, for example, FAR
52.227-19.


---------------
*        Notwithstanding the previous sentences, For Partner's trade order
         matching system Application only, an End User may act as a service
         bureau, which may include access by End User's customers over the
         internet, provided each user is counted and paid for.
<PAGE>   69
         7. Although copyrighted, the Application (and ADL Programs) is
unpublished and contains proprietary and confidential information of Partner and
its licensor (Sybase). The End User will agree to maintain the Programs in
confidence and shall protect the Programs with at least the same degree of care
with which it protects its own similar confidential information.

         8. Upon termination of the license for the Program, the End User shall
be required to destroy or return all copies of the Program.

         9. Partner shall have the right to conduct and/or direct an independent
accounting firm to conduct, during normal business hours, an audit of the
appropriate records of the End User to verify the number of copies of the
Program in Use and the computer systems and the number of Seats or Concurrent
Users licensed for or using the Programs.


<PAGE>   70
                      SECOND AMENDMENT TO THE DEVELOPMENT,
                      SUBCONTRACT, AND OPERATIONS AGREEMENT

         This "Second Amendment To The Development, Subcontract, And Operations
Agreement" ("Amendment"), effective as of January ___, 2001, by and between
OptiMark, Inc. ("OptiMark") and Japan OptiMark Systems, Inc. ("JOS") amends that
certain "Development, Subcontract, And Operations Agreement," effective as of
May 17, 1999, by and among OptiMark and JOS (the "Agreement") as set forth
below.

        1.  SECTION 17.1 is replaced in its entirety as follows:

            17.1 SOURCE CODE ESCROW/DELIVERY. Within thirty (30) Days after
                Users have access to, and may trade OSE Securities through,
                Phase 1.2 of the New System, OptiMark shall deliver into escrow,
                pursuant to escrow agreements substantially in the form of the
                escrow agreement attached hereto as SCHEDULE E-1 hereto ("Escrow
                Agreement"), the Source Code for each Deliverable for which it
                is responsible for developing hereunder, and all tools,
                compilers, linkers, and other software and/or documentation
                reasonably necessary to generate the Object code corresponding
                to the Source Code. The Parties shall execute the Escrow
                Agreement prior to the date of such delivery. JOS shall be
                responsible for all fees and expenses incurred by either Party
                under the Escrow Agreement. Within sixty (60) Days after the
                Operational Commencement Date, JOS shall deliver to OptiMark the
                Source Code for each Deliverable for which it is responsible for
                developing hereunder, and all tools, compilers, linkers, and
                other software and/or documentation reasonably necessary to
                generate the Object Code corresponding to the Source Code.

        2.  The provisions of Article 19 are hereby incorporated by reference.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective duly authorized representatives as of the date
first written above.

Japan OptiMark Systems, Inc. ("JOS")                 OptiMark, Inc. ("OptiMark")

By:        /s/ Yasuhiko Nonomura                     By:      /s/ Kiyoshi Niki
           ---------------------                            --------------------

Name:      Yasuhiko Nonomura                         Name:  Kiyoshi Niki

Title:     President                                 Title: President, Japan

Date:      January 15, 2001                          Date:  January 15, 2001


                                     1 of 1
<PAGE>   71
                       THIRD AMENDMENT TO THE DEVELOPMENT,
                      SUBCONTRACT, AND OPERATIONS AGREEMENT

This "Third Amendment To The Development, Subcontract, And Operations Agreement"
("Amendment"), effective as of December 1, 2000, by and between OptiMark, Inc.
("OptiMark") and Japan OptiMark Systems, Inc. ("JOS") amends that certain
"Development, Subcontract, And Operations Agreement," effective as of May 17,
1999, by and among OptiMark and JOS (the "Agreement") as set forth below.

        1.  SECTION 3.1 is replaced in its entirety as follows:

            3.1 SPECIFICATIONS. During the Specifications Phase, the Parties
                shall develop complete and detailed functional and operational
                specifications ("Specifications") for the New System. The
                Specifications are attached hereto as SCHEDULE A, which
                comprises SCHEDULES A-1 and A-2. The parties may amend SCHEDULE
                A from time to time to account for new functionality that is to
                be made part of the New System. The Specifications shall
                allocate the responsibilities of each Party, including those
                generally set forth in Sections 2.3 and 2.4, and shall
                incorporate requirements and time schedules stated in this
                Agreement.

        2.  SECTION 3.2 is replaced in its entirety as follows:

            3.2 ACCEPTANCE OF SPECIFICATIONS. The Specifications that the
                Parties have agreed to and accepted as of the Effective Date are
                attached hereto as SCHEDULE A-1. The Parties shall indicate
                their acceptance of the additional Specifications by executing
                the first page of SCHEDULE A-2, and/or other schedules that form
                part of SCHEDULE A, at which time such additional and other
                Specifications of SCHEDULE A shall be deemed "Final
                Specifications." If a Party desires to modify the Final
                Specifications, the Parties shall follow the procedures in
                Section 3.4 below.

        3.  SECTION 3.4(a) is replaced in its entirety as follows:

            3.4 MODIFICATIONS. (a) Prior to the Operational Commencement Date,
                or such other applicable date (for Phases 1.1 and later) that
                Users shall have access to, and may commence trading of OSE
                Securities through, the New System that incorporates the
                functionality of a particular Phase, a Party may request
                modifications to the Final Specifications. Such a request shall
                be presented in detail to the other Party in writing. The
                request shall indicate, at a minimum, whether the proposed
                modifications, in the reasonable and good faith judgment of the
                requesting Party, would result in an extension of, or change to,
                the Installation Schedule, the Milestone Dates, or the cost of
                development or operation of the New System.

        4.  The Parties agree to develop and launch Phases 1.1 and 1.2 of the
            New System. SCHEDULE A (the Specifications) is amended accordingly
            by appending thereto SCHEDULE A-3 and SCHEDULE A-4, as set forth in
            Exhibit 1 hereto.

        5.  The Parties have agreed to a timetable for the development and
            launch Phases 1.1 and 1.2 of the New System. SCHEDULE B
            (Deliverable/Milestone Dates) is


                                     1 of 1
<PAGE>   72
         amended accordingly by appending thereto SCHEDULE B-1, as set forth in
Exhibit 2 hereto.

        6.  The provisions of Article 19 are hereby incorporated by reference.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective duly authorized representatives as of the date
first written above.

Japan OptiMark Systems, Inc. ("JOS")        OptiMark, Inc. ("OptiMark")

By:    /s/ Yasuhiko Nonomura                By:        /s/ Kiyoshi Niki
     -------------------------                   ----------------------------

Name:      Yasuhiko Nonomura                Name:    Kiyoshi Niki

Title:     President                        Title:   President, Japan

Date:      December 1, 2000                 Date:    December 1, 2000




                                     2 of 2
<PAGE>   73
                                    EXHIBIT 1



                        SCHEDULE A-3 (TO THE DEVELOPMENT,

                     SUBCONTRACT, AND OPERATIONS AGREEMENT)



*





















* This confidential portion has been omitted and filed separately with the
Commission.


                                     3 of 3
<PAGE>   74
                        SCHEDULE A-4 (TO THE DEVELOPMENT,

                     SUBCONTRACT, AND OPERATIONS AGREEMENT)





*






































* This confidential portion has been omitted and filed separately with the
Commission.


                                     4 of 4
<PAGE>   75
                                    EXHIBIT 2



                        SCHEDULE B-1 (TO THE DEVELOPMENT,

                     SUBCONTRACT, AND OPERATIONS AGREEMENT)

                                 MILESTONE DATES


            MILESTONE/DELIVERABLE                               MILESTONE DATE
            ---------------------                               --------------
OptiMark to deliver Phase 1.1 of the OptiMark Software         December 4, 2000
from OptiMark development to OptiMark QA                          (Completed)

OptiMark to deliver Phase 1.1 of the OptiMark Software         December 18, 2000
from OptiMark QA to JOS QA                                        (Completed)

OptiMark to provide to JOS new skeleton for Phase 1.2 of       January 10, 2001
the OptiMark Software                                             (Completed)

JOS to commence connectivity testing for Phase 1.2 of the      January 23, 2001
OptiMark Software

OptiMark to deploy Phase 1.2 of the OptiMark Software to       January 22, 2001
development environment

OptiMark to deliver Phase 1.2 of the OptiMark Software         February 2, 2001
from OptiMark development to OptiMark QA

"Live" date for Phase 1.1 of the New System                    February 15, 2001

OptiMark to deliver Phase 1.2 of the OptiMark Software to      February 8, 2001
JOS QA

"Live" date for Phase 1.2 of the New System                     March 15, 2001



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