LOAN AGREEMENT


	This LOAN AGREEMENT ("Loan Agreement") is entered into
as of the 31st day of May, 2002 (the "Effective Date") by
OptiMark Holdings, Inc., a Delaware corporation
("OptiMark"), SOFTBANK Capital Partners LP, SOFTBANK Capital
Advisors Fund LP and SOFTBANK Capital LP, each a Delaware
limited partnership (together "Softbank") and, solely with
respect to Section 3.5 below, OptiMark, Inc., a Delaware
corporation and wholly-owned subsidiary of OptiMark
("Optimark, Inc.").

INTRODUCTION

	WHEREAS, OptiMark has requested that Softbank extend
OptiMark credit in the principal amount of $1,650,000 for
the purposes set forth in Section 7.1.1 hereof and whereas
Softbank is willing to extend such credit on the terms and
conditions contained in this Loan Agreement.

	WHEREAS, the amount advanced by Softbank to OptiMark
pursuant to this Loan Agreement may be applied to the
purchase of equity in OptiMark under the terms and
conditions specified in this Loan Agreement.

	Now, therefore, in consideration of the mutual promises
contained herein and other good and valuable consideration,
receipt of which is hereby acknowledged, and in order to
induce Softbank to extend such credit, OptiMark and Softbank
hereby agree as follows:

ARTICLE 1.
DEFINITIONS

	Section 1.1   Definitions and Exhibits.  Terms defined
above or in the text of this Loan Agreement shall have the
meanings set forth herein.  Other capitalized terms shall
have the meaning set forth in the Definitions Addendum,
which is attached and incorporated herein.  All exhibits to
this Loan Agreement are also incorporated herein.

ARTICLE 2.
THE COMMITMENT

	Section 2.1   Term Commitment.  Subject to the terms
and conditions of this Loan Agreement, Softbank agrees to
make a loan on the Closing Date to OptiMark in the principal
amount of $1,650,000 (the "Principal Amount").  The Loan
shall bear interest as provided in this Loan Agreement.  The
Loan shall be evidenced by the Notes and this Loan
Agreement.

	Subject to the conditions set forth in this Loan
Agreement, Softbank shall disburse the Loan amount, less (i)
reimbursement to Softbank of fees and disbursements of
Softbank's counsel in connection with this Loan Agreement
including, without limitation, estimated fees in connection
with the filing of Financing Statements (Form UCC-1) and
other instruments advisable to perfect the Liens granted by
the Security Agreement and Guarantees (in an amount
specified in writing to OptiMark at least one (1) Business
Day prior to the Closing Date) and (ii) reimbursement to
Cummings & Lockwood, counsel to OptiMark, of fees and
disbursements in connection with this Loan Agreement (in an
amount specified in writing to OptiMark at least one (1)
Business Day prior to the Closing Date), by wire transfer of
immediately available funds to such account as OptiMark
shall notify Softbank in writing at least one (1) Business
Day prior to the Closing Date.

	Section 2.2   Evidence of Indebtedness.  Softbank shall
maintain records evidencing amounts of principal and
interest paid by or on behalf of OptiMark to Softbank
hereunder.  The books and records of Softbank shall be prima
facie evidence, absent manifest error, of all amounts of
principal, interest, Costs and Fees, outstanding or repaid
pursuant to this Loan Agreement or any Related Document.

ARTICLE 3.
REPAYMENT, INTEREST AND CONVERSION

	Section 3.1   Payment Of Principal and Interest.  The
outstanding principal balance of the Notes, together with
all accrued but unpaid interest, shall be due and payable on
the 180th calendar day following the Closing Date (the
"Maturity Date").  The outstanding principal balance due on
the Loan shall be determined as specified in Section 3.2.
The principal, interest and other sums due on the Notes or
under the Loan Agreement shall be reflected by Softbank's
records which will be prima facie evidence of the
computation of the amounts owing by OptiMark to Softbank,
absent manifest error.

	Section 3.2   Interest Rate, Interest Compounding,
Outstanding Principal Balance.  Interest on the outstanding
principal balance of the Loan shall accrue at ten percent
(10%) per annum, based on a year of 360 days and actual days
elapsed.  Interest shall be compounded every 90 days
following the Closing Date and shall accrue from the Closing
Date until the Loan is paid in full.  Upon the occurrence
and during the continuance of an Event of Default, interest
on the outstanding principal balance of the Notes shall
accrue at the Default Rate specified in Section 4.2 hereof
and shall also be compounded every 90 days following the
Closing Date.  OptiMark may, at its election, from time to
time prior to  the Maturity Date pay accrued and unpaid
interest in cash.  All accrued but unpaid interest shall be
due and payable on the Maturity Date in cash.  All accrued
but unpaid interest shall be added to the outstanding
principal balance on the last day of each 90-day period
following the Closing Date and after such compounding,
interest shall accrue on such increased principal balance
thereafter.  If it is ever determined that the rate of
interest was in excess of any maximum rate (if any)
prescribed by law, then that portion of interest payments
representing any amounts in excess of said maximum shall be
deemed a payment of principal and applied by Softbank at any
time against principal.

	Section 3.3   Prepayment.  The Loan may be prepaid at
any time or from time to time in whole or in part without
prepayment fee, premium or penalty. Any prepayment shall
first be applied to Costs and Fees, if any, described in
Section 4.1, then to interest and then to principal, or in
such other order as Softbank may, in its sole discretion,
determine.

	Section 3.4   Manner, Method, Place, Time and
Application of Payment, Reinstatement, Waivers.  Except as
otherwise provided in Section 3.5 hereof, all Obligations
shall be paid in lawful currency of the United States and in
immediately available funds to Softbank by wire transfer in
immediately available funds to such bank account as Softbank
or any assignee may designate in writing.  The liability of
OptiMark hereunder and under any Related Document shall be
reinstated and revived and the rights of Softbank shall
continue to the extent of any amount at any time paid by or
on behalf of OptiMark if such amount shall thereafter be
required to be restored, returned or forfeited by Softbank
pursuant to any Requirement of Law, and OptiMark's liability
therefor shall continue as if such amount had not been paid.
OptiMark agrees that if for any reason any amount due
hereunder or under any Related Document is paid by
cashier's, certified teller's or other check, there shall be
no discharge of OptiMark's obligation until said check be
finally paid by the issuer thereof.
All payments under this Loan Agreement shall be made
without counterclaim, set-off, condition or qualification
and free and clear of (and without deduction for) any Taxes,
deductions or charges of any nature whatsoever and
irrespective of any default by Softbank under this Loan
Agreement or any Related Document.  All payments (other than
prepayments which shall be applied as specified in the
preceding Section 3.3) shall be applied first against Costs
and Fees, if any, described in Section 4.1, then against
indemnities and all amounts due hereunder other than
principal and interest, then against interest due on amounts
in default, then against interest due on amounts not in
default, and then against principal.

	Section 3.5   OII Capital Stock.

	(a)	On or prior to the Maturity Date, in
lieu of Softbank's receipt of re-payment of the Obligations
in lawful currency of the United States in immediately
available funds as provided in Section 3.4, Softbank may
elect, in its sole discretion: (i) to require OptiMark to
cause OptiMark, Inc. to deliver to Softbank twenty-eight
(28) shares (as adjusted pursuant to Sections 3.5(b), (c)
and (d) below) of OII Common Stock held by OptiMark, Inc.
and one hundred fifty-eight (158) shares (as adjusted
pursuant to Sections 3.5(b), (c) and (d) below) of OII
Preferred Stock held by OptiMark, Inc. as re-payment of the
Principal Amount, and (ii) to receive payment of all
Obligations less the Principal Amount as set forth in
Section 3.4 hereto.

	(b)	Adjustments to Number of Shares of OII
Common Stock and OII Preferred Stock for Dividends and for
Combinations or Subdivisions.  In the event that OptiMark
Innovations at any time or from time to time after the
Closing Date but on or prior to the Maturity Date shall
declare or pay, without consideration, any dividend on
shares of OII Common Stock payable in shares of OII Common
Stock or any dividend on shares of OII Preferred Stock
payable in shares of OII Preferred Stock or, in either case,
in any right to acquire OII Common Stock or OII Preferred
Stock, respectively, for no consideration, or shall effect a
subdivision of the outstanding shares of OII Common Stock or
OII Preferred Stock into a greater number of shares of OII
Common Stock or OII Preferred Stock, respectively (by stock
split, reclassification or otherwise than by payment of a
dividend in capital stock of OptiMark Innovations or in any
right to acquire such capital stock), or in the event the
outstanding shares of OII Common Stock or OII Preferred
Stock shall be combined or consolidated, by reclassification
or otherwise, into a lesser number of shares of OII Common
Stock or OII Preferred Stock, as applicable, then the number
of shares OII Common Stock or OII Preferred Stock, as
applicable, which OptiMark shall be required to cause
OptiMark, Inc. to deliver to Softbank pursuant to Section
3.5(a) immediately prior to such event shall, concurrently
with the effectiveness of such event, be proportionately
decreased or increased, as appropriate.  In the event that
OptiMark Innovations shall declare or pay, without
consideration, any dividend on the OII Common Stock or OII
Preferred Stock payable in any right to acquire OII Common
Stock or OII Preferred Stock, respectively, for no
consideration then OptiMark Innovations shall be deemed to
have made a dividend payable in OII Common Stock or OII
Preferred Stock, as the case may be, in an amount of shares
equal to the maximum number of shares issuable upon exercise
of such rights to acquire OII Common Stock or OII Preferred
Stock.

	(c)	Adjustments for Reclassification and
Reorganization.  If the OII Common Stock or OII Preferred
Stock (together with the OII Common Stock, the "OII Stock")
which OptiMark shall be required to cause OptiMark, Inc. to
deliver to Softbank pursuant to Section 3.5(a) shall be
exchanged for or changed into any other class or series of
capital stock of any issuer, cash or any other property,
right, or form of consideration, whether by capital
reorganization, reclassification, merger, consolidation,
reorganization or otherwise (other than a subdivision or
combination of shares provided for in Section 3.5(b)), then
the number of shares of OII Stock that OptiMark shall be
required to cause OptiMark, Inc. to deliver to Softbank
pursuant to Section 3.5(a) shall, concurrently with the
effectiveness of such reorganization, reclassification,
merger, consolidation, reorganization or other event, be
modified so that the OII Stock to be delivered pursuant to
Section 3.5(a) shall be replaced by, in lieu of the number
of shares of OII Stock which Softbank would otherwise have
been entitled to receive, such number of shares of the class
or series of capital stock, such amount of cash or other
property, right, or consideration, as the case may be,
received by OptiMark, Inc. in exchange for the OII Stock to
be delivered to Softbank pursuant to Section 3.5(a)
immediately before such event.

	(d)	Adjustments to Conversion Price for
Certain Diluting Issues.

		(i)	Special Definitions.  For purposes
of this Section 3.5(d), the following definitions apply:

	"Options" shall mean rights, options, or warrants to
subscribe for, purchase or otherwise acquire OII Stock.

	"Additional Shares of OII Common Stock" shall mean all
shares of OII Common Stock issued by OptiMark Innovations
after the Closing Date, other than shares of OII Common
Stock issued or issuable:

			(1)	upon exercise of Options to
purchase OII Common Stock issued by OptiMark
Innovations to its employees, directors or consultants
with the approval of the board of directors of OptiMark
Innovations; or

			(2)	for which the number of shares
of OII Common Stock to be received by Softbank pursuant
to Section 3.5(a) has been adjusted pursuant to
Sections 3.5(b) or (c).

	"Additional Shares of OII Preferred Stock" shall mean
all shares of OII Preferred Stock issued by OptiMark
Innovations after the Closing Date, other than shares of OII
Preferred Stock issued or issuable:

			(1)	upon exercise of Options to
purchase OII Preferred Stock issued by OptiMark
Innovations to its employees, directors or consultants
with the approval of the board of directors of OptiMark
Innovations; or

			(2)	for which the number of shares
of OII Preferred Stock to be received by Softbank
pursuant to Section 3.5(a) has been adjusted pursuant
to Sections 3.5(b) or (c).

	"OII Common Stock Conversion Price" shall be equal to
US $2,500, initially, and shall be subject to adjustment as
provided in Section 3.5(d)(iii).

	"OII Preferred Stock Conversion Price" shall be equal
to US $10,000, initially, and shall be subject to adjustment
as provided in Section 3.5(d)(iv).

		(ii)	No Adjustment of Conversion Price.
Any provision herein to the contrary notwithstanding,

			(1)	no adjustment in the OII Common
Stock Conversion Price shall be made in respect of the
issuance of Additional Shares of OII Common Stock
unless the consideration per share (determined pursuant
to Section 3.5(d)(v) hereof) for an Additional Share of
OII Common Stock issued or deemed to be issued by
OptiMark Innovations is less than the OII Common Stock
Conversion Price in effect on the date of, and
immediately prior to, such issue; and

			(2)	no adjustment in the OII
Preferred Stock Conversion Price shall be made in
respect of the issuance of Additional Shares of OII
Preferred Stock unless the consideration per share
(determined pursuant to Section 3.5(d)(v) hereof) for
an Additional Share of OII Preferred Stock issued or
deemed to be issued by OptiMark Innovations is less
than the OII Preferred Stock Conversion Price in effect
on the date of, and immediately prior to, such issue.

		(iii)	Adjustment of OII Common Stock
Conversion Price.  In the event OptiMark Innovations, at any
time after the Closing Date but on or prior to the Maturity
Date, shall issue Additional Shares of OII Common Stock
without consideration or for a consideration per share less
than the OII Common Stock Conversion Price in effect on the
date of and immediately prior to such issue, then and in
such event, the OII Common Stock Conversion Price then in
effect shall be reduced, concurrently with such issue, to a
price (calculated to the nearest cent) determined by
multiplying such OII Common Stock Conversion Price by a
fraction, the numerator of which shall be the sum of the
number of shares of OII Common Stock outstanding immediately
prior to such issue plus the number of shares of OII Common
Stock which the aggregate consideration received by OptiMark
Innovations for the total number of Additional Shares of OII
Common Stock so issued would purchase at such OII Common
Stock Conversion Price in effect immediately prior to such
issuance, and the denominator of which shall be the number
of shares of OII Common Stock outstanding immediately prior
to such issue plus the number of such Additional Shares of
OII Common Stock so issued.  For the purpose of the above
calculation, the number of shares of OII Common Stock
outstanding immediately prior to such issue shall be
calculated on a fully diluted basis, as if any outstanding
Options to purchase OII Common Stock had been fully
exercised as of such date.

		(iv)	Adjustment of OII Preferred Stock
Conversion Price.  In the event OptiMark Innovations, at any
time after the Closing Date but on or prior to the Maturity
Date, shall issue Additional Shares of OII Preferred Stock
without consideration or for a consideration per share less
than the OII Preferred Stock Conversion Price in effect on
the date of and immediately prior to such issue, then and in
such event, the OII Preferred Stock Conversion Price then in
effect shall be reduced, concurrently with such issue, to a
price (calculated to the nearest cent) determined by
multiplying such OII Preferred Stock Conversion Price by a
fraction, the numerator of which shall be the sum of the
number of shares of OII Preferred Stock outstanding
immediately prior to such issue plus the number of shares of
OII Preferred Stock which the aggregate consideration
received by OptiMark Innovations for the total number of
Additional Shares of OII Preferred Stock so issued would
purchase at such OII Preferred Stock Conversion Price in
effect immediately prior to such issuance, and the
denominator of which shall be the number of shares of OII
Preferred Stock outstanding immediately prior to such issue
plus the number of such Additional Shares of OII Common
Stock so issued.  For the purpose of the above calculation,
the number of shares of OII Preferred Stock outstanding
immediately prior to such issue shall be calculated on a
fully diluted basis, as if any outstanding Options to
purchase OII Preferred Stock had been fully exercised as of
such date.

		(v)	Determination of Consideration.
For purposes of this Section 3.5(d), the consideration
received by OptiMark Innovations for the issue of any
Additional Shares of OII Common Stock or any Additional
Shares of OII Preferred Stock shall be computed as follows:

			(1)	Cash and Property: Such
consideration shall:

				a.	insofar as it consists of cash,
be computed at the aggregate amount of cash
received by OptiMark Innovations excluding amounts
paid or payable for accrued interest or accrued
dividends;

				b.	insofar as it consists of
property other than cash, be computed at the fair
value thereof at the time of such issue, as
determined in good faith by the board of directors
of OptiMark Innovations; and

				c.	in the event Additional Shares
of OII Common Stock are issued together with
Additional Shares of OII Preferred Stock or other
assets of the Corporation for consideration which
covers both, be the proportion of such
consideration so received, computed as provided in
clauses (a.) and (b.) above, as determined in good
faith by the board of directors of OptiMark
Innovations.

			(2)	Options and Convertible
Securities.  The consideration per share received by
OptiMark Innovations for Additional Shares of OII
Common Stock or Additional Shares of OII Preferred
Stock relating to Options shall be determined by
dividing:

				a.	the total amount, if any,
received or receivable by OptiMark Innovations as
consideration for the issue of such Options, plus
the minimum aggregate amount of additional
consideration (as set forth in the instruments
relating thereto, without regard to any provision
contained therein designed to protect against
dilution) payable to OptiMark Innovations upon the
exercise of such Options, by

				b.	the maximum number of
shares of OII Stock (as set forth in the instruments
relating thereto, without regard to any provision
contained therein designed to protect against the
dilution) issuable upon the exercise of such
Options.

		(vi)	Effect of Adjustment of the
Conversion Prices.  In the event that either the OII Common
Stock Conversion Price or the OII Preferred Stock Conversion
Price is adjusted pursuant to Section 3.5(d)(iii) or Section
3.5(d)(iv), respectively, the number of shares of OII Common
Stock or OII Preferred Stock that OptiMark shall be required
to cause OptiMark, Inc. deliver to Softbank on the Maturity
Date pursuant to Section 3.5(a) shall be adjusted as
follows:

			(1)	the number of shares of OII
Common Stock to be delivered to Softbank pursuant to
Section 3.5(a) shall be equal to US $70,000 divided by
the OII Common Stock Conversion Price in effect on the
Maturity Date, provided, however, in no event shall
OptiMark be required to cause OptiMark, Inc. to deliver
to Softbank more shares of OII Common Stock than are
owned by OptiMark, Inc. on the Closing Date (subject to
adjustment for stock splits, reverse splits, stock
dividends and similar events); and

			(2)	the number of shares of OII
Preferred Stock to be delivered to Softbank pursuant to
Section 3.5(a) shall be equal to US $1,580,000 divided
by the OII Preferred Stock Conversion Price in effect
on the Maturity Date, provided, however, in no event
shall OptiMark be required to cause OptiMark, Inc. to
deliver to Softbank more shares of OII Preferred Stock
than are owned by OptiMark, Inc. on the Closing Date
(subject to adjustment for stock splits, reverse
splits, stock dividends and similar events).

ARTICLE 4.
OTHER PAYMENTS

	Section 4.1   Costs and Fees. Upon demand therefor,
OptiMark agrees to pay to Softbank all Costs and Fees
Arising Out Of: the performance of this Loan Agreement and
any other Related Document; the renewal, modification,
extension, forbearance (if any), refinancing, renegotiations
or restructuring of this Loan Agreement or any Related
Document; collecting any and all Obligations; protecting,
preserving and realizing upon any Collateral or other
security for such amounts; and/or enforcing this Loan
Agreement or any Related Document.  The Costs and Fees due
hereunder are part of the Obligations and are secured by the
Liens granted by OptiMark to Softbank pursuant to the
Security Agreement and guaranteed pursuant to the
Guarantees.

	Section 4.2   Calculations; Default Interest;
Compounded Interest.  Except as otherwise expressly set
forth in this Loan Agreement, all computations of interest
and fees under this Loan Agreement or any Related Document
shall be made on the basis of a year consisting of 360 days
and actual days elapsed. All amounts that are not paid when
due under this Loan Agreement shall bear interest at the
interest rate of fifteen percent (15%) per annum (the
"Default Rate"), compounded every 90 days after the Default
Rate becomes applicable.

ARTICLE 5.
CONDITIONS TO LENDING, SECURITY AND OTHER COVENANTS

	Section 5.1   Conditions.  The obligation of Softbank
to make the Loan is subject to fulfillment by OptiMark of
all of the following conditions:

		(a)	Execution and delivery by OptiMark or
its Subsidiaries, as applicable, of this Loan Agreement,
Notes, Security Agreement, UCC's, Guarantees and all other
executed Related Documents.

		(b)	The representations and warranties
contained in Article 6 hereof and in each Related Document
shall be correct and accurate in all material respects on
and as of Closing as though made on and as of such date and
no Event of Default and no condition or event which, with
the giving of notice or lapse of time or both, would become
an Event of Default, shall have occurred and be continuing
on Closing and Softbank shall have received a certificate in
the form set forth on Exhibit B attached hereto and signed
by the Chief Executive Officer of OptiMark, dated as of the
Closing Date, to that effect.

		(c)	OptiMark shall have complied in all
material respects with all covenants and obligations to be
performed or observed by it at or prior to such time,
including but not limited to those set forth in the Existing
Loan Agreements; and shall not be in breach of any of the
Existing Loan Agreements or the agreements referred to in
each of such Existing Loan Agreements as the "Related
Documents."

		(d)	OptiMark shall have obtained all
consents of third parties, including, without limitation,
any Governmental Body, required in connection with the
execution and delivery of this Loan Agreement and the
Related Documents and consummation of the transactions
contemplated hereby and thereby.

		(e)	Softbank shall have received a favorable
written opinion of outside counsel for OptiMark, dated the
Closing Date, in substantially the form of Exhibit C and a
favorable written opinion of in-house counsel for OptiMark,
dated the Closing Date, in substantially the form of Exhibit
C-1.

		(f)	Softbank shall have received copies of
all corporate action taken by OptiMark and its Subsidiaries
to authorize this Loan Agreement, the Related Documents, the
borrowings hereunder and the Notes, certified as of the
Closing Date by the Secretary of OptiMark.

		(g)	Softbank shall have received (i)
acknowledgement copies of Financing Statements (Form UCC-1)
duly filed under the Uniform Commercial Code of all
jurisdictions as may be necessary or, in the opinion of
Softbank, advisable to perfect the Liens created by the
Security Agreement and the Guarantees, (ii) acknowledgement
copies of recordings in the U.S. Patent and Trademark Office
of notices in respect of patents, patent applications,
trademark registrations and trademark applications of
OptiMark and/or the Subsidiaries created by the Security
Agreement or the Guarantees if, in the opinion of Softbank,
such filings should be made and (iii) evidence of the
completion of all other recordings and filings and such
other actions necessary or, in the opinion of Softbank,
advisable to perfect the Liens created by the Security
Agreement and the Guarantees.

		(h)	There shall not be pending or threatened
any action or proceeding before any court or administrative
agency relating to the transactions contemplated by this
Loan Agreement, the Existing Loan Agreements or the Related
Documents which could reasonably be expected to materially
impair the ability of OptiMark to perform its obligations
under this Loan Agreement or under the Related Documents or
which could reasonably be expected to materially impair the
ability of OptiMark to issue the Series F Preferred Stock or
materially adversely affect the rights of the Series F
Preferred Stock.

		(i)	Except as described in OptiMark's
Quarterly Report on Form 10-Q dated November 14, 2001 (the
"10-Q"), OptiMark's Annual Report on Form 10-K on file with
the SEC as of the Effective Date (the "10-K"), or otherwise
described on Exhibit 5.1(i) of this Loan Agreement, since
September 30, 2001, there has been no event, occurrence,
change, development or state of affairs that had or will
have a Material Adverse Effect.

		(j)	Softbank shall have received such other
documents as Softbank may reasonably request.

	Section 5.2   Conditions Not Fulfilled.  If the above
conditions are not fulfilled or if the Loan or any portion
thereof is not made because of such nonfulfillment of
conditions, neither Softbank nor OptiMark shall be
responsible to each other or any other Person for any Loss
Arising Out Of nonfulfillment of the above conditions or a
failure to make the Loan.

	Section 5.3   Security.  As security for the prompt
payment and performance of all Obligations, OptiMark is
concurrently granting to Softbank a Lien in all collateral
described in the Security Agreement (all such collateral
collectively, the "Collateral").

ARTICLE 6.
REPRESENTATIONS, WARRANTIES AND COVENANTS

	Section 6.1   Representations, Warranties and Covenants
of OptiMark.  The warranties, representations, and covenants
contained in this Loan Agreement and in any Related Document
shall be deemed to have been relied upon by Softbank and
shall survive the Closing and continue until all Obligations
have been paid in full.

	OptiMark hereby represents, warrants, covenants and
agrees with Softbank that:

	Section 6.1.1.   Good Standing and Power.
OptiMark, each of the Subsidiaries and OptiMark Innovations
are corporations, each duly organized and existing, in good
standing, under the laws of the jurisdiction of its
incorporation, and each has the corporate power to own its
property and to carry on its business as now being conducted
and is duly qualified to do business and is in good standing
in each jurisdiction in which the character of the
properties owned or leased by it therein or in which the
transaction of its business makes such qualification
necessary, except for failures to be in good standing or
qualified that would not in the aggregate have a Material
Adverse Effect.

	Section 6.1.2.   Corporate Authority.  OptiMark
has full corporate power and authority to enter into this
Loan Agreement, and the Security Agreement, to grant to
Softbank the Liens described therein, to make the borrowings
contemplated hereby, to execute and deliver the Note and to
incur the Obligations provided for herein and therein, all
of which have been duly authorized by all proper and
necessary corporate action.  Each of the Subsidiaries has
full corporate power and authority to enter into the
Guaranty to which it is a party, to grant to Softbank the
Liens described therein and to incur the Obligations
provided for therein.  No consent or approval of
stockholders or of any Governmental Body is required as a
condition to the validity or performance by OptiMark of this
Loan Agreement or any Related Document.

	Section 6.1.3.   Authorizations.  All
authorizations, consents, approvals, registrations,
exemptions and licenses with or from Governmental Bodies
which are necessary for the borrowings hereunder, the grant
of the Liens on the Collateral, the execution and delivery
by OptiMark or the Subsidiaries of this Loan Agreement, the
Security Agreement, the Notes and the Guarantees and the
performance by OptiMark and its Subsidiaries of their
respective Obligations hereunder and thereunder have been
effected or obtained and are in full force and effect.

	Section 6.1.4.   Binding Agreement.  This Loan
Agreement and the Related Documents constitute the valid and
legally binding obligations of OptiMark and its
Subsidiaries, as applicable, enforceable in accordance with
their terms, subject to bankruptcy, insolvency,
reorganization and other laws of general applicability
relating to or affecting creditors' rights and, as to
enforcement, to general equity principles.

	Section 6.1.5.   Litigation.  Except as described
in the 10-Q, the 10-K, OptiMark's Current Reports on Form 8-
K filed with the Securities and Exchange Commission (the
"SEC") on December 26, 2001 and January 31, 2002 (the "8-
Ks") or on Exhibit 5.1(i) of this Loan Agreement, there are
no proceedings or investigations pending or, so far as the
officers of OptiMark know, threatened before any court or
arbitrator or before or by any Governmental Body which, in
any one case or in the aggregate, if determined adversely to
the interests of OptiMark, a Subsidiary or OptiMark
Innovations, would have a Material Adverse Effect.

	Section 6.1.6.   No Conflicts.  There is no
statute, regulation, rule, order or judgment, and no
provision of any mortgage, indenture, contract or agreement
binding on OptiMark, either of its Subsidiaries or OptiMark
Innovations or affecting their properties which would
prohibit, conflict with or in any way prevent the execution,
delivery, or carrying out of the terms of this Loan
Agreement and the Related Documents.

	Section 6.1.7.   Financial Condition.  The
unaudited consolidated balance sheet of OptiMark and its
Subsidiaries as of September 30, 2001, together with its
consolidated Statements of Operations and Comprehensive Loss
and Consolidated Statements of Cash Flows set forth in the
10-Q for the fiscal quarter then ended fairly present, in
all material  respects in accordance with GAAP, the
financial condition of OptiMark and its Subsidiaries and the
results of their operations and cash flows as of the dates
and for the periods referred to.  Except as has been
described in documents referred to in Section 5.1(i) hereof
or otherwise described in writing to Softbank prior to the
execution and delivery of this Loan Agreement, (i) there are
no material Liabilities of OptiMark or any of its
Subsidiaries as of the date of such balance sheet which are
not reflected therein or in the notes thereto, and (ii)
except as has been described on Exhibit 5.1(i) of this Loan
Agreement or disclosed in the Draft Financial Statements,
the 10-K, the 8-Ks and OptiMark's Current Reports on Form 8-
K filed with the SEC on January 15, 2002, February 8, 2002,
April 30, 2002 and May 8, 2002, there has been no event,
occurrence, change, development or state of affairs that had
or will have a Material Adverse Effect since September 30,
2001.  The Draft Financial Statements are fair and accurate
in all material respects and, to OptiMark's knowledge, will
not be subject to material audit adjustments.

	Section 6.1.8.   The Security Agreement.  The
provisions of the Security Agreement will be effective to
maintain in favor of Softbank a valid, binding and
enforceable, security interest or lien in all right, title
and interest of OptiMark in all material parts of the
Collateral, and shall constitute a first priority, perfected
security interest or lien in all right, title and interest
of OptiMark in all material parts of such Collateral.

ARTICLE 7.
FURTHER COVENANTS

	Section 7.1   Covenants.  Until principal and interest
on the Loan is paid in full, or deemed satisfied pursuant to
Section 3.5 hereof, OptiMark hereby covenants and agrees
that unless Softbank otherwise Consents, OptiMark shall:

	Section 7.1.1.   Use of Proceeds.  Use the Loan
proceeds for working capital purposes, and apply such
proceeds only to such purposes and in such manner as shall
be approved with reasonable particularity prior to such
application by OptiMark's Board of Directors.

	Section 7.1.2.   Financial Statements and Reports.
Deliver to Softbank in form and detail reasonably
satisfactory to Softbank the following:

		(a)	Monthly Reports.  OptiMark shall furnish
to Softbank as soon as practicable, and in any case within
fifteen (15) days of the end of each calendar month (except
the last month of OptiMark's fiscal year), monthly unaudited
financial statements, including an unaudited balance sheet,
an unaudited statements of operations and comprehensive loss
and an unaudited statement of cash flows, together with a
comparison to OptiMark's operating plan and budget and
statements of the Chief Financial Officer of OptiMark, or
person acting in such capacity, explaining any significant
differences in the statements from OptiMark's operating plan
and budget for the month covered and stating that such
statements fairly present, in all material respects in
accordance with GAAP, the consolidated financial position
and consolidated financial results of OptiMark for the month
covered; and

		(b)	Annual Budget.  OptiMark shall furnish
to Softbank as soon as practicable and in any event no later
than thirty (30) days after the close of each fiscal year of
OptiMark, an annual operating plan and budget, prepared on a
monthly basis, for the next immediate fiscal year.  OptiMark
shall also furnish to Softbank, within a reasonable time of
its preparation, amendments to the annual budget, if any.

	Section 7.1.3.   Notices.  To the extent known to
OptiMark, promptly give written notice to Softbank of the
occurrence of, and the occurrence of any material
development in, (a) any Event of Default or any event which,
upon a lapse of time or notice or both, would become an
Event of Default; (b) any material Claim or other dispute of
any nature whatsoever concerning, or any change in any
Requirement of Law, adversely affecting or relating to,
OptiMark, or (c) any event or circumstance that could
reasonably be expected to have a Material Adverse Effect.

	Section 7.1.4.   Compliance with Laws.  Conduct
its operations and cause those of its Subsidiaries to be
conducted, and use the Collateral, only in compliance with
all policies of insurance and all Requirements of Law,
except where any failure could not reasonably be expected to
have a Material Adverse Effect.

	Section 7.1.5.   Maintenance of Records.  Maintain
adequate and complete records and books of account in
accordance with GAAP, which books shall reflect all
financial transactions of OptiMark.  OptiMark shall also
permit any of Softbank's representatives upon reasonable
request and during normal business hours to visit and
inspect any of the properties of OptiMark, to examine all
its books of account, records, reports and other papers and
to make copies and extracts therefrom.  Upon reasonable
request, Softbank may also conduct a periodic audit of
OptiMark's accounts receivable and inventory at Softbank's
expense.  In addition, OptiMark shall also permit any of
Softbank's representatives to discuss its affairs, finances
and accounts with its officers, employees and independent
public accountants (and by this provision OptiMark
authorizes said accountants to discuss the finances and
affairs of OptiMark with Softbank or its accountants or
other agents) all at such reasonable times and as often as
may be reasonably requested.

	Section 7.1.6.   Indemnification.  Indemnify,
defend and hold harmless Softbank from and against any and
all Claims (whether known or unknown and whether now or
hereafter existing) Arising Out Of (a) any inaccuracy when
made of any representation or warranty contained in this
Loan Agreement or any Related Document or any breach by
OptiMark of any covenant or agreement in this Loan Agreement
or any Related Document; and (b) the performance,
enforcement (including affirmative suits and the defense of
any Claim or liability whatsoever) and collection of this
Loan Agreement or any Related Document.  Notwithstanding the
foregoing, OptiMark shall not be required to indemnify,
defend or hold harmless Softbank for any Claims or Losses
directly and actually caused by the gross negligence or
willful misconduct of Softbank.  Nothing in this section is
intended to limit or shall limit any obligation of OptiMark
to Softbank, including but not limited to the repayment
obligations of OptiMark contained in Article 3.

	Section 7.1.7.   Preservation of Existence and
Property.  Preserve and maintain its existence in the
jurisdiction of its formation and qualify, and cause its
Subsidiaries to qualify, and remain qualified, and cause
each of its Subsidiaries to remain qualified, as a foreign
corporation in each jurisdiction where the failure to so
qualify could have a Material Adverse Effect.  OptiMark
shall take all reasonable action to maintain all rights,
privileges and franchises necessary or desirable to the
normal conduct of its business, and shall comply and cause
each of its Subsidiaries to comply with all Contractual
Obligations and Requirements of Law except to the extent
that the failure to comply therewith would not, in the
aggregate, have a Material Adverse Effect.

	Section 7.1.8.   Incurrence of Indebtedness.
OptiMark shall not create, incur, assume or suffer to exist
any Indebtedness, or permit any of its Subsidiaries so to
do, except (i) Indebtedness to Softbank, (ii) Indebtedness
of OptiMark (or its successor) to others that is
subordinated by a written agreement satisfactory in form and
substance to Softbank to all Indebtedness of OptiMark (or
its successor) to Softbank and (iii) Indebtedness of
OptiMark or the Subsidiaries outstanding on the date hereof.

ARTICLE 8.
EVENTS OF DEFAULT

	Section 8.1   Events of Default; Acceleration and
Remedies.  Without regard to previous knowledge or any
forbearance by Softbank, the following shall be defaults
under this Loan Agreement and the terms "Event of Default",
"default" or "Default" shall mean any one or more of the
following events:

		(a)	Payment Default.  OptiMark shall (i)
fail to pay or cause to be paid when due any portion of any
Obligation (other than Costs and Fees) or fail to deliver or
cause to be delivered the OII Stock pursuant to Section 3.5
hereof, or (ii) fail to pay or cause to be paid Costs and
Fees for ten (10) days after the same shall be due; or

		(b)	Security Exposure.  Any Lien of Softbank
in any material portion of the Collateral shall, for any
reason, cease to exist as valid and binding Liens; or any
guarantor of any part of the Obligations shall attempt to
withdraw the Guaranty, state that such Guaranty has been
discharged or take any action or permit any action to be
taken which would impair such guarantor's ability to perform
its obligations under such Guaranty; or

		(c)	Breach of Other Covenants of Failure of
any Condition.  OptiMark shall fail to perform, keep or
observe any provision (other than a breach of the preceding
Sections 7.1.1 or 7.1.8) not involving a payment obligation
of this Loan Agreement, contained in this Loan Agreement and
any such failure shall remain unremedied for thirty (30)
days after written notification thereof shall have been
given to OptiMark by Softbank; or

		(d)	Breach of Representation or Warranty.
Any representation or warranty made by OptiMark under or in
connection with this Loan Agreement or any Related Document
shall prove to have been untrue or misleading when made or
becomes untrue in any material respect; or

		(e)	Breach of Sections 7.1.1 or 7.1.8  Any
failure to comply with the preceding Section 7.1.1 or 7.1.8;
or

		(f)	Cross Defaults.  Any obligation (other
than its obligation hereunder) of OptiMark or any of its
Subsidiaries for the payment of Indebtedness in an aggregate
amount of at least $250,000 is not paid when due or becomes
or is declared to be due and payable prior to the expressed
maturity thereof, or there shall have occurred an event
which, with the giving of notice or lapse of time, or both,
would cause any such obligation to become, or allow any such
obligation to be declared to be, due and payable.

		(g)	Bankruptcy etc.  OptiMark or any of its
Subsidiaries shall dissolve or liquidate or take an
equivalent action or an involuntary petition shall have been
filed under any federal or state bankruptcy, reorganization,
insolvency, moratorium or similar statute against OptiMark
or any of its Subsidiaries, or a custodian, receiver,
trustee, assignee for the benefit of creditors or other
similar official shall be appointed to take possession,
custody, or control of the property of OptiMark or any of
its Subsidiaries, unless such petition or appointment is set
aside or withdrawn or ceases to be in effect within sixty
(60) days from the date of said filing or appointment; or
OptiMark or its Subsidiaries shall admit in writing its
inability to pay any of its debts as they mature, or shall
file any petition or action for relief relating to any
bankruptcy, reorganization, insolvency or moratorium law, or
any other similar law or laws for the relief of, or relating
to, debtors; or OptiMark or any of its Subsidiaries shall
make a general assignment for the benefit of creditors or
enter into an agreement of composition with its creditors;
or

		(h)	Change in Authority. Any material
permit, license or other authority of any nature from any
Governmental Body now or hereafter required (i) for the
performance of OptiMark under this Loan Agreement or any
other Related Documents shall not be obtained or shall be
revoked, withdrawn or withheld or otherwise failed to remain
in full force and effect, or (ii) in the conduct of
OptiMark's business shall not be obtained or shall be
revoked, withdrawn or withheld or otherwise failed to remain
in full force and effect, in each case (i) and (ii), for 30
days after notice of such by Softbank; or

		(i)	Judgments.  Either (i) a judgment or
order for the payment of money in excess of Two Hundred and
Fifty Thousand Dollars ($250,000) or its equivalent in
another currency, or (ii) a temporary restraining order,
preliminary or final injunction, order of specific
performance or similar judgment, order or decree requiring
OptiMark or either of the Subsidiaries to take, or
prohibiting them from taking, any action, if such order,
injunction, judgment or decree would be reasonably likely to
have a Material Adverse Effect, is entered against OptiMark,
either of the Subsidiaries or any of their respective
assets, and such judgment, order, injunction or decree is
not discharged or appealed and stayed within sixty (60) days
of entry or imposition thereof.

	Upon any Event of Default, Softbank may terminate any
of its obligations hereunder or under any Related Document.
With respect to any Event of Default, (i) in any such event
described in Section 8.1(g), all Obligations shall
automatically be due and payable without notice or demand or
any action whatsoever by Softbank; and (ii) in all other
Events of Default, Softbank may, upon notice (of any nature
allowed by law) to OptiMark, declare all Obligations (or any
part thereof), to be forthwith due and payable without
presentment, demand, protest or further notice of any kind,
all of which are hereby expressly waived by OptiMark.

	In addition, upon any Event of Default, Softbank may
without prior notice or demand, exercise any and all rights
available to it under this Loan Agreement or any Related
Document in equity or by applicable law.  No action taken by
Softbank shall be deemed to be an election of remedies by
Softbank, it being the intent of the parties that Softbank
shall be entitled repeatedly to exercise all remedies
separately or concurrently and in any manner allowed by law.

ARTICLE 9.
MISCELLANEOUS

	Section 9.1   Notices, etc.  All notices, requests,
demands or other communications which are required or may be
given pursuant to the terms of this Loan Agreement shall be
in writing and shall be deemed to have been duly given:
(i) on the date of delivery if personally delivered by hand,
(ii) upon the third day after such notice is (a) deposited
in the United States mail, if mailed by registered or
certified mail, postage prepaid, return receipt requested,
or (b) sent by a nationally recognized overnight express
courier, or (iii) by facsimile upon written confirmation
(other than the automatic confirmation that is received from
the recipient's facsimile machine) of receipt by the
recipient of such notice:

	If to Softbank:		SOFTBANK Capital Partners LP
					SOFTBANK Capital Advisors Fund LP
					SOFTBANK Capital LP
					1188 Centre Street
					Newton Center, Massachusetts 02459
					Attention: Ron Fisher
					Facsimile No.: (617) 928-9301

	With a copy to:		Sullivan & Cromwell
					1870 Embarcadero Road
					Palo Alto, California  94303
					Attention:  John L. Savva
					Telephone No.: (650) 461-5600
					Facsimile No.:  (650) 461-5700

	If to OptiMark:		OptiMark Holdings, Inc.
					10 Exchange Place
					Jersey City, New Jersey 07302
					Attention: General Counsel or
					Secretary
					Telephone No.: (201) 536-7000
					Facsimile No.:  (201) 946-0742

	With a copy to:		Cummings & Lockwood
					Four Stamford Plaza
					107 Elm Street
					Stamford, Connecticut 06902
					Attn: Evan S. Seideman
					Telephone No: (203) 327-1700
					Facsimile No:  (203) 351-4535

Such addresses may be changed, from time to time, by means
of a notice given in the manner provided in this Section
9.1.

	Section 9.2   No Waiver; Remedies.  No failure on the
part of Softbank to exercise, and no delay in exercising,
any right under this Loan Agreement or any Related Document
shall operate as a waiver thereof; nor shall any single or
partial exercise of any right under any of the aforesaid
preclude any other or further exercise thereof or the
exercise of any other right from time to time and as often
as Softbank may deem expedient and without notice (except
any notice which is specifically required by written
agreement).  The remedies provided in this Loan Agreement
and the Related Documents are cumulative and not exclusive
of any remedies provided by law or in equity, now or
hereafter existing.

	Section 9.3   Accounting Terms.  All accounting terms
not specifically defined herein shall be construed in
accordance with GAAP except as otherwise stated herein.

	Section 9.4   Assignment.  This Loan Agreement shall
not be assignable by OptiMark without Softbank's Consent.
Softbank may assign to any Person the obligation, subject to
OptiMark's satisfaction of all conditions precedent in
Section 5.1 hereof, to make all or a portion of the Loan on
the Closing Date to OptiMark.  In addition, Softbank may
sell, transfer, assign, negotiate, pledge, or hypothecate
all or any portion of this Loan Agreement or the Security
Agreement (except that if Softbank assigns all of its rights
under this Loan Agreement it shall also assign all of its
rights under the Security Agreement) to any Person.

	Section 9.5   Governing Law; Venue.  This Loan
Agreement and each Related Document shall be deemed to have
been made in New York and the validity of such documents,
their construction, interpretation and enforcement, shall be
determined under, governed by and construed in accordance
with the laws of New York.  In any court proceeding,
OptiMark agrees to submit to the jurisdiction of the state
or federal court selected by Softbank, and venue of any
action concerning this Loan Agreement or any Related
Document shall be in the county of New York in the State of
New York.  OptiMark hereby irrevocably waives to the fullest
extent permitted by law any objection which it may now or
hereafter have to the laying of such venue and any claim
that any such forum is an inconvenient forum.  Nothing in
this Section shall impair the right of Softbank to bring any
action or proceeding against OptiMark or its property in the
courts of any other county or jurisdiction.

	Section 9.6   Entire Loan Documents; Headings;
Amendments; Severability; Time; Fair Construction;
Counterparts.  This Loan Agreement and the Related Documents
constitute the entire agreement between the parties
regarding the terms of this Loan and supersede any and all
other agreements relating to the subject matter of this Loan
Agreement and the Related Documents, oral or written, among
any or all of the parties.  The headings of the various
sections and subsections of this Loan Agreement and of any
Related Document are for convenience of reference only and
do not constitute a part of the respective document and
shall not affect the meaning or construction of any
provision.

	No amendment, waiver or forbearance of any provision of
this Loan Agreement or of any Related Document shall be
effective unless the same shall be in a writing signed by
Softbank.  Any such waiver or forbearance shall only be
effective for the specific purpose and in the specific
instance given and not for other or subsequent purposes or
instances and no forbearance or waiver shall affect
Softbank's right to refuse further forbearances or waivers.
If any portion of this Loan Agreement or any Related
Document is held to be invalid or unenforceable, the
remaining portions and provisions and conditions thereof
shall remain in full force and effect.

	Time is of the essence under this Loan Agreement and
each Related Document.  Counsel for each party has
participated in the review and revision of this Loan
Agreement and each party agrees that the rules of
construction requiring any ambiguities to be resolved
against the drafting party shall not be employed in the
interpretation of this Loan Agreement or any Related
Document.  The signature pages of this Loan Agreement and of
any Related Document may be executed in counterparts.

	Section 9.7   Confidentiality.  Except as may be
required to enforce the rights and duties established
hereunder (including establishing and maintaining Softbank's
perfected Lien in the Collateral), the parties hereto shall
preserve in a confidential manner all information received
from the other pursuant to this Loan Agreement and the
Related Documents, and shall not disclose such information
except to those Persons with which a confidential
relationship is maintained (including regulators, legal
counsel, accountants, agents or an assignee or a prospective
assignee of any of Softbank's rights hereunder), or where
required by law.

	Section 9.8   No Waiver.  Notwithstanding anything
contained in this Loan Agreement, the execution and delivery
of this Loan Agreement by Softbank shall not constitute a
waiver by Softbank of any breach by OptiMark of a
representation, warranty, covenant or condition set forth in
the Existing Loan Agreements.

[Remainder of page intentionally left blank]

Executed and dated as of May __, 2002.

OPTIMARK HOLDINGS, INC.,
a Delaware corporation

	/s/ Robert J. Warshaw
By ________________________
   Robert J. Warshaw
Its: Chief Executive Officer


SOFTBANK CAPITAL PARTNERS LP,
SOFTBANK CAPITAL ADVISORS FUND LP,
SOFTBANK CAPITAL LP


By: SOFTBANK CAPITAL PARTNERS  LLC
	Its:  General Partner

		/s/ Ronald D. Fisher
	By: _________________________________
	    Name: Ronald D. Fisher
          Title: Member

Acknowledged and Agreed, solely
with respect to Section 3.5

OPTIMARK, INC.,
a Delaware corporation

	/s/ Robert J. Warshaw
By:________________________
   Robert J. Warshaw
Its: Chief Executive Officer


DEFINITIONS ADDENDUM

This Definitions Addendum is an attachment to and part
of that certain LOAN AGREEMENT ("Loan Agreement") dated as
of May 31, 2002 between OptiMark Holdings, Inc. and Softbank
Capital Partners LP, Softbank Capital Advisors Fund LP, and
Softbank Capital LP.  Except as otherwise stated in the Loan
Agreement, the following terms shall have the following
meanings:

	"Advance" means the advance of Loan proceeds on the
Closing Date.

	"Arising Out Of" means directly or indirectly arising
out of, relating in any manner to, arising in connection
with, growing out of or stemming from, or in any manner
caused by or resulting from, whether by action or inaction
and whether such action or inaction be culpable and whether
such action be in contract, tort or otherwise.

	"Business Day" means any day other than (i) a Saturday,
Sunday or legal holiday, or (ii) a day on which commercial
banks in New York City are authorized or required by law or
executive order to close.

	"Capital Lease Obligations" means, with respect to any
Person, the obligation of such Person to pay rent or other
amounts under any lease with respect to any property
(whether real, personal or mixed) acquired or leased by such
Person that is required to be accounted for under GAAP as a
liability on a consolidated balance sheet of such Person.

	"Claims" means any and all administrative, legal or
other actions, claims, suits, appeals, settlements, consent
decrees, or investigations.

"Closing" or "Closing Date" shall mean the last to
occur of: (a) the date the Loan Agreement and the Related
Documents are executed and delivered to Softbank and (b) the
date all conditions precedent contained in Section 5.1 of
the Loan Agreement are satisfied.

	"Collateral" has the meaning set forth in Section 5.3
of the Loan Agreement.

	"Consent" means a written document containing the
approval of and executed by the Person to be bound by the
document.

	"Contractual Obligation" means, with respect to any
Person, each provision of this Loan Agreement, each Related
Document, and all provisions of all other agreements,
contracts, instrument and undertakings to which such Person
is a party or by which it or any of its property is bound.

	"Costs and Fees" means all reasonable out-of-pocket or
incurred costs (including without limitation those incurred
by the following persons) and expenses of every nature,
including, without limitation, reasonable attorneys' fees
(whether of independent or in-house counsel whether incurred
before trial, at trial, or appeal and in any bankruptcy or
arbitration proceeding), reasonable fees of paralegals,
clerks, accountants and other consultants or experts, and of
collection and other agents, and all other reasonable fees,
costs and expenses of every nature whatsoever now or
hereafter incurred from time to time, including, without
limitation, all reasonable expenses related to the
Collateral (including without limitation, all appraisal(s),
filing and recording fees).

	"Default" or "Event of Default" has the meaning set
forth in Section 8.1 of the Loan Agreement.

	"Default Rate" has the meaning set forth in Section 4.2
of the Loan Agreement.

	"Draft Financial Statements" means the unaudited (i)
consolidated balance sheets of the Company for the periods
ended December 31, 2001 and December 31, 2000, (ii)
consolidated statements of operations and comprehensive loss
for the periods ended December 31, 2001, December 31, 2000
and December 31, 1999, (iii) consolidated statements of cash
flows for the periods ended December 31, 2001, December 31,
2000 and December 31, 1999, and (iv) the consolidated
statement of stockholders' equity for the period ended
December 31, 2001, all as provided to Softbank on or before
the Effective Date.

	"Effective Date" has the meaning set forth in the
preamble of the Loan Agreement.

	"Existing Loan Agreements" means (i) the Loan
Agreement, dated March 21, 2002 by and among OptiMark,
Softbank and, solely with respect to Section 3.5 thereof,
OptiMark, Inc. and (ii) the Loan Agreement, dated April 11,
2002 by and among OptiMark, Softbank and, solely with
respect to Section 3.5 thereof, OptiMark, Inc.

	"8-Ks" has the meaning set forth in section 6.1.5. of
the Loan Agreement.

	"GAAP" or "Generally Accepted Accounting Principles"
means generally accepted accounting principles as in effect
from time to time in the United States.

	"Governmental Body" means any foreign or domestic
government; court; federal, state, county, municipal or
other department, commission, board, bureau, agency,
administrator, public authority or instrumentality;
arbitrator; mediator; or other governmental regulator or
authority.

	"Guarantees" means the certain Amended and Restated
Guarantees, dated the Closing Date, between Softbank and
each of the Subsidiaries, in the forms attached as Exhibit D
hereto.

	"Indebtedness" means, with respect to any Person, (i)
all obligations of such Person for borrowed money or for the
deferred purchase price of property or services (including
all obligations, contingent or otherwise, of such Person in
connection with letters of credit, bankers' acceptances,
Interest Rate Protection Agreement or other similar
instruments, including currency swaps) other than
indebtedness to trade creditors and service providers
incurred in the ordinary course of business and payable on
usual and customary terms, (ii) all obligations or such
Person evidenced by bonds, notes, debentures or other
similar instruments, (iii) all indebtedness created or
arising under any conditional sale or other title retention
agreement with respect to property acquired by such Person
(even though the remedies available to the seller or lender
under such agreement are limited to repossession or sale of
such property), (iv) all Capital Lease Obligations of such
Person, (v) all obligations of the types described in
clauses (i), (ii), (iii) or (iv) above secured by (or for
which the obligee has an existing right, contingent or
otherwise, to be secured by) any Lien upon or in any
property (including accounts, contract rights and other
intangibles) owned by such Person, even though such Person
has not assumed or become liable for the payment of such
Indebtedness, (vi) all preferred stock issued by such Person
which is redeemable, prior to full satisfaction of
OptiMark's obligations under this Loan Agreement and the
Notes, other than at the option of such Person, (vii) all
Indebtedness of others subject to a Third Party Guaranty by
such Person and (viii) all Indebtedness of any partnership
of which such Person is a general partner.

	"Interest Rate Protection Agreement" means any interest
rate swap agreement, interest rate cap agreement or similar
hedging arrangement used by a Person to fix or cap a
floating rate of interest on Indebtedness to a negotiated
maximum rate or amount.

	"Liability" means any liability (whether known or
unknown, whether asserted or unasserted, whether absolute or
contingent, whether accrued or unaccrued, whether liquidated
or unliquidated, and whether due or to become due),
including any liability for Taxes.

	"Lien" or "Liens" means, with respect to any Person,
any security interest, pledge, mortgage, charge, option,
assignment, hypothecation, encumbrance, attachment,
garnishment, sequestration, forfeiture, execution or other
voluntary or involuntary lien upon or affecting the revenues
of such Person or any real or personal property in which
such Person has or hereafter acquires any interest, except
(i) Liens for Taxes which are not delinquent or which remain
payable without penalty or the validity or amount of which
is being contested in good faith by appropriate proceedings
and reserves Consented to by Softbank; (ii) Liens imposed by
law (such as mechanics' liens) incurred in good faith in the
ordinary course of business which are not delinquent or
which remain payable without penalty or the validity or
amount of which is being contested in good faith by
appropriate proceedings and reserves Consented to by
Softbank; and (iii) deposits or pledges under workmen's
compensation, unemployment insurance, social security, bids,
tenders, contracts (except for repayment of borrowed money),
or leases, or to secure statutory obligations or surety or
appeal bonds or to secure indemnity, performance or other
similar bonds given in the ordinary course of business.

	"Loan" or "Loans" means  the loan from Softbank to
OptiMark in the original principal amount of $1,650,000 made
pursuant to the Loan Agreement and as the Loan may be
extended, modified or renewed from time to time.

	"Loan Agreement" means this Loan Agreement, as the same
may be amended, extended or renewed from time to time.

	"Loan Documents" means the Related Documents.

	"Loss" or "Losses" means any and all Costs and Fees,
losses, liabilities, deficiencies, obligations, damages and
other expenses of every nature, including without limitation
interest and penalties.

	"Material Adverse Effect" means an adverse effect upon
the business, financial condition, results of operations,
property, assets or prospects of OptiMark, each of the
Subsidiaries, or, solely with respect to Sections 5.1(i),
6.1.1, 6.1.5, 6.1.7 and 7.1.3, OptiMark Innovations, or upon
the validity or enforceability of the Loan Agreement or any
of the other Related Documents, or upon the collectibility
of the Loan, or upon the Contractual Obligations or
ownership of OptiMark of the Collateral or Softbank's Lien
thereon, or upon the ability of OptiMark to perform its
obligations hereunder or under any Related Document, or upon
the rights of Softbank hereunder or under any Related
Document, which adverse effect would be viewed as material
by a reasonably prudent lender.

	"Maturity Date" has the meaning given that term in
Section 3.1 of the Loan Agreement.

	"Notes" means the promissory notes in substantially the
form attached as Exhibit A and any other promissory note now
or hereafter evidencing an Advance, all as extended, renewed
or amended from time to time.

	"Obligations" means all obligations for principal or
interest on the Notes, all Costs and Fees, all
indemnification obligations and all other amounts of every
nature whatsoever due or to become due Softbank under this
Loan Agreement or under any Related Document.

	"OII Common Stock" means the Common Stock, par value
$.01 per share, of OptiMark Innovations.

	"OII Preferred Stock" means the Non-Qualified Preferred
Stock, par value $0.01 per share, of OptiMark Innovations.

	"OII Stock" has the meaning set forth in Section 3.5(c)
of the Loan Agreement.

	"OptiMark" means OptiMark Holdings, Inc., a Delaware
corporation.

	"OptiMark, Inc." means OptiMark, Inc., a Delaware
corporation and wholly-owned subsidiary of OptiMark.

	"OptiMark Innovations" means OptiMark Innovations Inc.,
a Delaware corporation.

	"Person" means an individual, corporation, partnership,
limited liability company, association, trust or any other
entity or organization, including a state, government or
political subdivision or an agency or instrumentality
thereof.

	"Permitted Liens" means each of the Liens described on
Schedule 5.1(a) hereto, and any extensions, renewals or
modifications of such liens provided that the Indebtedness
secured by such Liens (if to other than Softbank) is not
increased in connection with any such renewals, extensions
or modifications of such Liens.

	"Principal Amount" has the meaning set forth in Section
2.1 of the Loan Agreement.

	"Related Documents" means the Loan Agreement, Notes,
Security Agreement, the Guarantees and UCC's and all other
certificates, documents or agreements now or hereafter
Arising Out Of or executed in connection with or pursuant to
any of the foregoing.

	"Requirement of Law" means, with respect to any Person,
the now or hereafter existing articles or certificate of
incorporation and bylaws, the partnership or limited
liability company agreement or other organizational or
governing documents of such Person, and any law, treaty,
rule, order, judgment, decree, injunction, writ, or
regulation, or a final and binding determination of an
arbitrator, mediator, in each case applicable to or binding
upon such Person or any of its property or to which such
Person or any of its property is subject.

	"SEC" has the meaning set forth in Section 6.1.5 of the
Loan Agreement.

	"Security Agreement" means that certain Amended and
Restated Pledge and Security Agreement, dated the Closing
Date, between the parties in the form attached as Exhibit E.

	"Series F Preferred Stock" means the Series F Preferred
Stock, par value $.01 per share, of OptiMark.

	"Softbank" has the meaning set forth in the first
paragraph of this Loan Agreement, and any of its successors
or assigns.

	"Subsidiaries" means OptiMark, Inc. and OptiMark U.S.
Equities, Inc., a Delaware corporation.

	"Taxes" means for any Person any federal or state tax,
assessment, duty, levy, withholding liability, impost and
other charges of every nature whatsoever imposed by any
Governmental Body on such Person or on any of its property
or because of any, revenue, income, sales, use, product,
employee or franchise, and any interest or penalty with
respect to any of the foregoing.

	"10-K" has the meaning set forth in Section 5.1(i) of
the Loan Agreement.

	"10-Q" has the meaning set forth in Section 5.1(i) of
the Loan Agreement.

	"Third Party Guaranty" means, with respect to any
Person, any obligation, contingent or otherwise, of such
Person guaranteeing or having the economic effect of
guaranteeing any Indebtedness of any other Person (the
"primary obligor") in any manner, whether directly or
indirectly, and including any obligation of such Person, (i)
to purchase or pay (or advance or supply funds for the
purchase or payment of) such Indebtedness, (ii) to purchase
property, securities or services for the purpose of assuring
the holder of such Indebtedness of the payment of such
Indebtedness of (iii) to maintain working capital, equity
capital or the financial condition or liquidity of the
primary obligor so as to enable the primary obligor to pay
such Indebtedness.

	"UCC's" means the Uniform Commercial Code financing
statements executed and filed at the closing of the loans by
Softbank to OptiMark pursuant to the Loan Agreements.

EXHIBIT A TO LOAN AGREEMENT

PROMISSORY NOTE

[$_______]					Dated: May __, 2002
						New York, New York

	FOR VALUE RECEIVED, the undersigned, OPTIMARK HOLDINGS,
INC. a Delaware corporation, ("OptiMark") promises to pay to
the order of SOFTBANK Capital Partners LP, a Delaware
limited partnership ("Softbank"), the principal sum of
[___________________________________________________________
_ Dollars ($_______)], or such lesser principal amount as
shall then equal the outstanding principal amount hereof,
plus interest, in lawful, immediately available money of the
United States of America.

	This Promissory Note ("Note") is issued by OptiMark
pursuant to that certain Loan Agreement dated as of the date
hereof, (the "Loan Agreement") between OptiMark and
Softbank.  Capitalized terms not otherwise defined in this
Note shall have the meaning set forth in the Loan Agreement,
which definitions are incorporated herein.  The terms of the
Loan Agreement are also incorporated herein.

	OptiMark further agrees as follows:

	1.	Interest Rate.  Interest on the outstanding
principal balance of this Note shall accrue at the rate of
ten percent (10%) per annum, based on a year of 360 days and
actual days elapsed.  Interest shall be compounded every 90
days following the Closing Date, shall accrue from the
Closing Date until the Loan is paid in full and shall be
added to principal as specified in the Loan Agreement.  Upon
the occurrence and during the continuance of an Event of
Default, interest on the outstanding principal balance of
this Note shall accrue at the Default Rate specified in
Section 4.2 of the Loan Agreement and shall also be
compounded every 90 days following the Closing Date.
However, in no event shall the interest rate exceed the
maximum rate permitted by law.  Interest shall be payable on
the Maturity Date.

	2.	Payment of Principal and Interest.  The outstanding
principal balance of this Note, together with all accrued
but unpaid interest, shall be due and payable on the
Maturity Date.  The outstanding principal balance due on
this Note shall be determined as specified in Section 3.2 of
the Loan Agreement.  The principal, interest and other sums
due on this Note or under the Loan Agreement shall be
reflected by Softbank's records which will be prima facie
evidence of the computation of the amounts owing by OptiMark
to Softbank, absent manifest error.

	3.	Loan Agreement and Prepayment.  This Note is issued
pursuant to the terms of the Loan Agreement and is secured
by the Collateral.  Voluntary prepayments of this Note may
be made without penalty.

	4.	Default.  If an Event of Default shall occur, then
all amounts due or to become due under this Note or under
the Loan Agreement or any of the Related Documents shall
become, or may be declared, immediately due and payable, all
as further provided in the Loan Agreement.

	5.	 Maximum Amount of Interest.  Notwithstanding any
contrary provision, the total liability of OptiMark for
payment of interest hereunder shall not exceed the maximum
amount of interest permitted by law, and if any payment made
by the OptiMark includes interest in excess of such a
maximum amount, Softbank shall at any time before or after
default apply such excess to the reduction of principal
hereunder.

	6.	Acceleration.  This Note is subject to the
provisions on acceleration contained in Section 8.1 of the
Loan Agreement.

	7.	Waivers by OptiMark.  Subject to any provisions to
the contrary in the Loan Agreement, OptiMark waives
presentment for payment, demand, notice of nonpayment,
notice of protest and protest of this Note, and all notices
in connection with the delivery, acceptance, or dishonor of
this Note.  OptiMark agrees that (a) if for any reason any
amount due hereunder is paid by cashier's, certified
teller's check or other check, there shall be no discharge
of OptiMark's obligation until said check be finally paid by
the issuer thereof; and (b) OptiMark shall have waived any
rights to any accord and satisfaction of any now or
hereafter existing claim in dispute between Softbank and
OptiMark (or any of their respective successors and
assigns), all of which provisions and rights are hereby
waived.

	8.	No Waiver by Softbank.  Softbank shall not by any
act of omission or commission be deemed to waive any of its
rights or remedies under this Note or the Loan Agreement
unless such waiver shall be in writing and signed by
Softbank, and then only to the extent specifically set forth
therein.

	9.	Costs and Fees.  OptiMark agrees to pay to Softbank
all Costs and Fees (including without limitation, reasonable
attorneys' fees) payable under the provisions of the Loan
Agreement, including but not limited to Section 4.1 thereof,
all of which provisions are incorporated herein by this
reference.

	10.	Application of Article 3.  OptiMark and Softbank
agree that the provisions of Article 3 of the Uniform
Commercial Code of New York pertaining to instruments shall
be applied to this Note, even if this Note is not deemed to
be an "instrument" or a "negotiable instrument" thereunder,
except that no assignee of this Note shall have the status
of a "holder-in-due course" under that Article.

	11.	Governing Law; Venue.  This Note shall be governed
by and construed in accordance with the internal laws of the
State of New York.  Without impairing the other agreements
made by OptiMark in the Loan Agreement, OptiMark hereby
irrevocably makes the agreements set forth in Sections 9.5
(Governing Law; Venue) of the Loan Agreement.

[Remainder of page intentionally left blank]


OPTIMARK HOLDINGS, INC.
a Delaware corporation


By:_____________________________
Its

[Signature Page to SOFTBANK Capital Partners LP Promissory
Note]


PROMISSORY NOTE

[$_______]					Dated: May [__], 2002
						New York, New York

	FOR VALUE RECEIVED, the undersigned, OPTIMARK HOLDINGS,
INC. a Delaware corporation, ("OptiMark") promises to pay to
the order of SOFTBANK Capital LP, a Delaware limited
partnership ("Softbank"), the principal sum of
[______________________ ________________________ Dollars
($_______)], or such lesser principal amount as shall then
equal the outstanding principal amount hereof, plus
interest, in lawful, immediately available money of the
United States of America.

	This Promissory Note ("Note") is issued by OptiMark
pursuant to that certain Loan Agreement dated as of the date
hereof, (the "Loan Agreement") between OptiMark and
Softbank.  Capitalized terms not otherwise defined in this
Note shall have the meaning set forth in the Loan Agreement,
which definitions are incorporated herein.  The terms of the
Loan Agreement are also incorporated herein.

	OptiMark further agrees as follows:

	1.	Interest Rate.  Interest on the outstanding
principal balance of this Note shall accrue at the rate of
ten percent (10%) per annum, based on a year of 360 days and
actual days elapsed.  Interest shall be compounded every 90
days following the Closing Date, shall accrue from the
Closing Date until the Loan is paid in full and shall be
added to principal as specified in the Loan Agreement.  Upon
the occurrence and during the continuance of an Event of
Default, interest on the outstanding principal balance of
this Note shall accrue at the Default Rate specified in
Section 4.2 of the Loan Agreement and shall also be
compounded every 90 days following the Closing Date.
However, in no event shall the interest rate exceed the
maximum rate permitted by law.  Interest shall be payable on
the Maturity Date.

	2.	Payment of Principal and Interest.  The outstanding
principal balance of this Note, together with all accrued
but unpaid interest, shall be due and payable on the
Maturity Date.  The outstanding principal balance due on
this Note shall be determined as specified in Section 3.2 of
the Loan Agreement.  The principal, interest and other sums
due on this Note or under the Loan Agreement shall be
reflected by Softbank's records which will be prima facie
evidence of the computation of the amounts owing by OptiMark
to Softbank, absent manifest error.

	3.	Loan Agreement and Prepayment.  This Note is issued
pursuant to the terms of the Loan Agreement and is secured
by the Collateral.  Voluntary prepayments of this Note may
be made without penalty.

	4.	Default.  If an Event of Default shall occur, then
all amounts due or to become due under this Note or under
the Loan Agreement or any of the Related Documents shall
become, or may be declared, immediately due and payable, all
as further provided in the Loan Agreement.

	5.	Maximum Amount of Interest.  Notwithstanding any
contrary provision, the total liability of OptiMark for
payment of interest hereunder shall not exceed the maximum
amount of interest permitted by law, and if any payment made
by the OptiMark includes interest in excess of such a
maximum amount, Softbank shall at any time before or after
default apply such excess to the reduction of principal
hereunder.

	6.	Acceleration. This Note is subject to the provisions
on acceleration contained in Section 8.1 of the Loan
Agreement.

	7.	Waivers by OptiMark.  Subject to any provisions to
the contrary in the Loan Agreement, OptiMark waives
presentment for payment, demand, notice of nonpayment,
notice of protest and protest of this Note, and all notices
in connection with the delivery, acceptance, or dishonor of
this Note.  OptiMark agrees that (a) if for any reason any
amount due hereunder is paid by cashier's, certified
teller's check or other check, there shall be no discharge
of OptiMark's obligation until said check be finally paid by
the issuer thereof; and (b) OptiMark shall have waived any
rights to any accord and satisfaction of any now or
hereafter existing claim in dispute between Softbank and
OptiMark (or any of their respective successors and
assigns), all of which provisions and rights are hereby
waived.

	8.	No Waiver by Softbank.  Softbank shall not by any
act of omission or commission be deemed to waive any of its
rights or remedies under this Note or the Loan Agreement
unless such waiver shall be in writing and signed by
Softbank, and then only to the extent specifically set forth
therein.

	9.	Costs and Fees.  OptiMark agrees to pay to Softbank
all Costs and Fees (including without limitation, reasonable
attorneys' fees) payable under the provisions of the Loan
Agreement, including but not limited to Section 4.1 thereof,
all of which provisions are incorporated herein by this
reference.

	10.	Application of Article 3.  OptiMark and Softbank
agree that the provisions of Article 3 of the Uniform
Commercial Code of New York pertaining to instruments shall
be applied to this Note, even if this Note is not deemed to
be an "instrument" or a "negotiable instrument" thereunder,
except that no assignee of this Note shall have the status
of a "holder-in-due course" under that Article.

	11.	Governing Law; Venue.  This Note shall be governed
by and construed in accordance with the internal laws of the
State of New York.  Without impairing the other agreements
made by OptiMark in the Loan Agreement, OptiMark hereby
irrevocably makes the agreements set forth in Sections 9.5
(Governing Law; Venue) of the Loan Agreement.

[Remainder of page intentionally left blank]


OPTIMARK HOLDINGS, INC.
a Delaware corporation


By:____________________________
Its

[Signature Page to SOFTBANK Capital LP Promissory Note]


PROMISSORY NOTE

[$_____]					Dated: May [__], 2002
						New York, New York

	FOR VALUE RECEIVED, the undersigned, OPTIMARK HOLDINGS,
INC. a Delaware corporation, ("OptiMark") promises to pay to
the order of SOFTBANK Capital Advisors Fund LP, a Delaware
limited partnership ("Softbank"), the principal sum of
[___________________ ____________________________ Dollars
($_____)], or such lesser principal amount as shall then
equal the outstanding principal amount hereof, plus
interest, in lawful, immediately available money of the
United States of America.

	This Promissory Note ("Note") is issued by OptiMark
pursuant to that certain Loan Agreement dated as of the date
hereof, (the "Loan Agreement") between OptiMark and
Softbank.  Capitalized terms not otherwise defined in this
Note shall have the meaning set forth in the Loan Agreement,
which definitions are incorporated herein.  The terms of the
Loan Agreement are also incorporated herein.

	OptiMark further agrees as follows:

	1.	Interest Rate.  Interest on the outstanding
principal balance of this Note shall accrue at the rate of
ten percent (10%) per annum, based on a year of 360 days and
actual days elapsed.  Interest shall be compounded every 90
days following the Closing Date, shall accrue from the
Closing Date until the Loan is paid in full and shall be
added to principal as specified in the Loan Agreement.  Upon
the occurrence and during the continuance of an Event of
Default, interest on the outstanding principal balance of
this Note shall accrue at the Default Rate specified in
Section 4.2 of the Loan Agreement and shall also be
compounded every 90 days following the Closing Date.
However, in no event shall the interest rate exceed the
maximum rate permitted by law.  Interest shall be payable on
the Maturity Date.

	2.	Payment of Principal and Interest.  The outstanding
principal balance of this Note, together with all accrued
but unpaid interest, shall be due and payable on the
Maturity Date.  The outstanding principal balance due on
this Note shall be determined as specified in Section 3.2 of
the Loan Agreement.  The principal, interest and other sums
due on this Note or under the Loan Agreement shall be
reflected by Softbank's records which will be prima facie
evidence of the computation of the amounts owing by OptiMark
to Softbank, absent manifest error.

	3.	Loan Agreement and Prepayment.  This Note is issued
pursuant to the terms of the Loan Agreement and is secured
by the Collateral.  Voluntary prepayments of this Note may
be made without penalty.

	4.	Default.  If an Event of Default shall occur, then
all amounts due or to become due under this Note or under
the Loan Agreement or any of the Related Documents shall
become, or may be declared, immediately due and payable, all
as further provided in the Loan Agreement.

	5.	Maximum Amount of Interest.  Notwithstanding any
contrary provision, the total liability of OptiMark for
payment of interest hereunder shall not exceed the maximum
amount of interest permitted by law, and if any payment made
by the OptiMark includes interest in excess of such a
maximum amount, Softbank shall at any time before or after
default apply such excess to the reduction of principal
hereunder.

	6.	Acceleration. This Note is subject to the provisions
on acceleration contained in Section 8.1 of the Loan
Agreement.

	7.	Waivers by OptiMark.  Subject to any provisions to
the contrary in the Loan Agreement, OptiMark waives
presentment for payment, demand, notice of nonpayment,
notice of protest and protest of this Note, and all notices
in connection with the delivery, acceptance, or dishonor of
this Note.  OptiMark agrees that (a) if for any reason any
amount due hereunder is paid by cashier's, certified
teller's check or other check, there shall be no discharge
of OptiMark's obligation until said check be finally paid by
the issuer thereof; and (b) OptiMark shall have waived any
rights to any accord and satisfaction of any now or
hereafter existing claim in dispute between Softbank and
OptiMark (or any of their respective successors and
assigns), all of which provisions and rights are hereby
waived.

	8.	No Waiver by Softbank.  Softbank shall not by any
act of omission or commission be deemed to waive any of its
rights or remedies under this Note or the Loan Agreement
unless such waiver shall be in writing and signed by
Softbank, and then only to the extent specifically set forth
therein.

	9.	Costs and Fees.  OptiMark agrees to pay to Softbank
all Costs and Fees (including without limitation, reasonable
attorneys' fees) payable under the provisions of the Loan
Agreement, including but not limited to Section 4.1 thereof,
all of which provisions are incorporated herein by this
reference.

	10.	Application of Article 3.  OptiMark and Softbank
agree that the provisions of Article 3 of the Uniform
Commercial Code of New York pertaining to instruments shall
be applied to this Note, even if this Note is not deemed to
be an "instrument" or a "negotiable instrument" thereunder,
except that no assignee of this Note shall have the status
of a "holder-in-due course" under that Article.

	11.	Governing Law; Venue.  This Note shall be governed
by and construed in accordance with the internal laws of the
State of New York.  Without impairing the other agreements
made by OptiMark in the Loan Agreement, OptiMark hereby
irrevocably makes the agreements set forth in Sections 9.5
(Governing Law; Venue) of the Loan Agreement.

[Remainder of page intentionally left blank]



OPTIMARK HOLDINGS, INC.
a Delaware corporation


By:___________________________
Its

[Signature Page to SOFTBANK Capital Advisors Fund LP
Promissory Note]


EXHIBIT B TO LOAN AGREEMENT

CLOSING CERTIFICATE
PURSUANT TO SECTION 5.1 OF LOAN AGREEMENT

The undersigned (hereinafter OptiMark), through its duly
elected and current Chief Executive Officer, hereby
certifies, represents and warrants to each of SOFTBANK
Capital Partners LP, SOFTBANK Capital Advisors LP, and
SOFTBANK Capital LP, each a Delaware limited partnership
(together "Softbank"), the following in connection with the
execution and delivery of that certain Loan Agreement dated
as of May [__], 2002 ("Loan Agreement") between OptiMark and
Softbank:

	1.  The representations and warranties of OptiMark
contained in the Loan Agreement and in each Related Document
(as defined in the Loan Agreement) are true and correct in
all material respects as of the date hereof as though made
on and as of such date; and

	2.  The following officers or agents of OptiMark are
authorized to execute the Loan Agreement and every other
Related Document on behalf of OptiMark and each was at the
time of such execution, and is now, a duly authorized
appointed officer or agent of OptiMark duly authorized to
execute and deliver such documents and to bind OptiMark to
the terms and conditions thereof.  Each signature on behalf
of OptiMark appearing on the Loan Agreement and each of the
Related Documents is the genuine signature of such officer.
Any corporate seal required by law or otherwise to appear on
the Loan Agreement or any Related Document has been affixed
by OptiMark.

	The names of the aforesaid authorized officers and
agents and their true and correct signatures are as follows:

__________________________	_______________________________
(Name of Officer or Agent)	(Signature of Officer or Agent)

__________________________	_______________________________
(Name of Officer or Agent)	(Signature of Officer or Agent)

	3.  Except as previously disclosed to Softbank in
writing, to the best of the undersigned's knowledge,
OptiMark is not now in default in any material respect under
any material agreement or other instrument to which it is a
party or by which it is bound;

	4.  No event or condition has occurred and is
continuing or would result from the incurring of obligations
by OptiMark under the Loan Agreement or any Related
Documents which is, or with the lapse of time or notice or
both would be, an Event of Default under the Loan Agreement
or any of the Related Documents.

	5.  The Board of Directors of OptiMark, pursuant to
duly adopted resolutions or by unanimous consent (either of
which is attached hereto), has authorized the execution,
delivery, and performance by OptiMark of its obligations
under the Loan Agreement and all Related Documents to which
it is a party, which resolutions or consents remain in full
force and effect and none of the proceedings had or actions
taken by OptiMark with respect to any of the foregoing have
been rescinded, revoked or repealed;

	6.  No document delivered pursuant to Section 5.1 of
the Loan Agreement has been amended or canceled since the
date of certification or delivery thereof; and

	7.  If the Loan Agreement or any Related Document was
executed and/or delivered by OptiMark or any other party
prior to the date hereof, none of such agreements or
documents has been withdrawn or renounced by OptiMark or any
other party thereto and each remains in full force and
effect.


DATED: May __, 2002		OPTIMARK HOLDINGS, INC.

					By:________________________
					   Name: Robert Warshaw
					   Title: Chief Executive Officer

EXHIBIT C TO LOAN AGREEMENT
OPINION OF OPTIMARK'S COUNSEL


EXHIBIT C-1 TO LOAN AGREEMENT
OPINION OF OPTIMARK'S GENERAL COUNSEL


EXHIBIT D TO LOAN AGREEMENT
FORM OF GUARANTY


EXHIBIT E TO LOAN AGREEMENT
FORM OF SECURITY AGREEMENT