Exhibit 10.34

OPTIMARK

                                    OptiMark, Inc.          201.536.7000 phone
                                    24th Floor              201.536.7070 fax
                                    10 Exchange Place
                                    Jersey City NJ 07302

                                    www.optimark.com

April 9, 2001                  PERSONAL AND CONFIDENTIAL

VIA FEDERAL EXPRESS
-------------------
Mr. Trevor Price
312 East 23rd Street, Apt 5C
New York, NY 10010

Dear Mr. Price:

Optimark, Inc. (the "Company") is pleased to offer you the position of Senior
Vice President Product Strategy. We are very enthusiastic about your joining the
team, as we continue to build Optimark, Inc. In your role you will have a major
impact on the success of this venture and the future of the corporation. Here
are the terms of the offer:

POSITION    You will serve as Senior Vice President Product Strategy and will
work at the Company's New Jersey facility. You will be responsible for such
duties as are normally associated with such position or as otherwise determined
by the Board of Directors, except that the Company agrees that you will not at
any time be given a lesser title than the one stated above.

SALARY AND BENEFITS    As compensation for the services you provide the Company,
you will be paid a base salary of one hundred and seventy five thousand dollars
($175,000.00) per annum, which will be payable in accordance with the Company's
regular payroll practices. Also, you will (i) be eligible to participate in all
employee benefits provided by the Company to its employees, including the
Company's bonus program; (ii) receive three weeks vacation per year, which is
earned pro-rata over the year; and (iii) receive 5 paid-time-off days
(personal/sick) per year. You will also receive the same paid holidays as are
observed by all of the Company's employees.

CONSIDERATION FOR EQUITY BONUS     At each annual review, the Company shall
consider granting Employee a reasonable and competitive number of options to
purchase common stock of the Company's parent, OptiMark Holdings, Inc., and/or
other equity-based compensation awards, which options and/or awards shall be
reasonably calculated to incentivize Employee to help the Company achieve its
financial goals; provided, however, that the Company does the same for its other
employees.

INCENTIVE STOCK OPTION     You will be eligible to participate in the "OptiMark
Holdings, Inc. 1999 Stock Plan" (the "Stock Plan"), as amended. A copy of the
Stock Plan is attached for your reference. Subject to the appropriate


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Mr. Trevor Price
April 9, 2001
Page 2 of 3


approvals, including approval of the Board of Directors, and amendment of the
Stock Plan, if necessary, to increase the number of shares allocated to the
Stock Plan, you will be granted an Incentive Stock Option to purchase an
aggregate number of shares equal to three quarters of a percent (0.75%) of the
outstanding shares of par value $0.01 common stock of the Company's parent,
OptiMark Holdings, Inc., (the "Stock"), calculated on a fully diluted basis as
of the date you commence employment with the Company. The exercise price to
purchase the Stock will be the fair market value of the Stock as of the date
upon which you commence employment with the Company.

The specific terms and conditions of your Incentive Stock Option to purchase
shares of the Stock of the Company's parent, OptiMark Holdings, Inc., will be
set forth in the "Stock Option Agreement" issued pursuant to the Stock Plan. A
copy of the Stock Option Agreement is attached for your reference. The Stock
Option Agreement will be executed after you commence your employment with the
Company.

CHANGE IN CAPITALIZATION
In the event that the Company undergoes a change in capitalization and creates a
new stock plan for a new class of stock, the Employee will participate in the
same manner as other employees of the Company who have an Incentive Stock Option
on the common stock of the Company's parent, OptiMark Holdings, Inc. Currently,
we anticipate that the employees will be granted non-incentive stock options
under a new stock plan such that ratio of (A) the number of options granted to
an employee to (B) the total number of options available to all employees will
remain constant between the Stock Plan and the new stock plan. We also
anticipate that employees' option grants under the existing Stock Plan will
remain in tact. Further, the Company foresees that the vesting schedule under
the new stock plan will be four (4) years, with one-quarter (1/4) of the new
options vesting after the first year and the remaining options vesting quarterly
over the remaining thee (3) years. Of course, the foregoing are subject to
change at the discretion of the Company and/or its investors.

SEPARATION FROM EMPLOYMENT AND SEVERANCE PACKAGE        In the event that the
Company terminates your employment for a reason other than for "cause", as
defined in the Company's Employee Agreement (a copy of which is attached to this
letter), you will receive severance pay in the amount of four (4) months base
salary. In addition, the Company agrees that it will continue making employment
level contributions for all employee benefit plans provided to you by the
Company during your employment, for a period of four (4) months following the
termination of your employment.

AT-WILL EMPLOYMENT      The relationship between you and the Company will be for
an unspecified term and will be considered at will. No employment contract is
created by the existence of any policy, rule or procedure in the


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Mr. Trevor Price
April 9, 2001
Page 3 of 3


Company's handbook, any document of the Company, or any verbal statements made
to you by representatives of the Company. Consequently, the employment
relationship between you and the Company can be terminated at will, either by
you or the Company, with or without cause or advance notice.

EXCLUSIVITY     Your employment with the Company is considered exclusive to the
Company and, as a condition of your employment, we do not expect, nor will we
allow, you to perform services for compensation for any third party. Your
employment with the Company is also subject to and conditioned upon your
execution of the Company's Employee Agreement.

The employment terms in this letter and the Employee Agreement supersede any
other agreements or promises made to you by anyone, whether oral or written, and
comprise the final, complete and exclusive agreement between you and the
Company.

Please sign and date this letter and the Employee Agreement to indicate your
acceptance of employment at the Company under the terms described above and
return them to me in the enclosed Federal Express package. If you accept our
offer, we would like you to commence your employment with us on April 16, 2001.

We are very pleased to make you this offer and look forward to future success
for you and for Optimark, Inc. If you have any questions regarding the offer set
forth in this letter please contact me.

I look forward to hearing from you soon.

                                          Very truly yours,

                                          Optimark, Inc.

                                          By:  /s/ Robert Warshaw
                                               ------------------
                                          Robert Warshaw
                                          Chief Executive Officer


ACCEPTED BY:

/s/ Trevor Price
----------------
Trevor Price

DATE 5/16/2001                     START DATE: April 16, 2001