Exhibit 10.2 to 8K report for 2/6/03




Exhibit 10.2 




            AMENDMENT
NO. 4, dated as of January 31, 2003 (the “Amendment”) to the
EMPLOYMENT AGREEMENT dated as of August 16, 2001 (as previously amended, the
“Agreement”), between OPTIMARK HOLDINGS, INC., a Delaware corporation
(the “Company”), and ROBERT J. WARSHAW, an individual (the
“Executive”). Capitalized terms used herein without definition shall have
the meanings ascribed to them in the Agreement. All references below to
“Sections” are to the corresponding Sections of the Agreement. 



            Whereas,
the Executive’s last day of full-time employment with the Company was on January 15,
2003; 



            Whereas,
the Executive will continue to be employed by the Company on a part-time basis; and 



            Whereas, the
Company and the Executive desire to amend the Agreement in accordance with the terms
hereof. 



            Accordingly,
in consideration of the premises and mutual covenants contained herein and for other good
and valuable consideration, the receipt and adequacy of which are mutually acknowledged,
the Company and the Executive agree to amend the Agreement as follows: 



            
            SECTION
1.01. Amendment to Section 2. Section 2 of the Agreement is hereby amended and
restated in its entirety to read as follows: 



	 	            “The
Company agrees to employ the Executive under this Agreement, and the Executive accepts
such employment for an indeterminate period. The Term of Employment shall continue
indefinitely until either Party provides the other Party with at least seven (7) days
prior written notice of such Party’s desire to terminate the Term of Employment.” 







            
            SECTION
1.02. Amendment to Section 3. The first sentence of Section 3(a) of the Agreement
is hereby deleted and replaced with the following: 



		            (a)    “During the Term of Employment, the Executive shall be employed as the Chief
Executive Officer of the Company and of OptiMark on a part-time basis
               equivalent to one day per week; provided, however, that if
the                Company and the Executive so agree, the Executive shall work more than
one day                per week in return for the additional compensation specified in
Section 4. The                Executive shall be responsible for the general management
of the affairs of the                Company, and shall perform such duties and exercise
such powers as are incident                to the office of the Chief Executive Officer
of the Company.  







            
            SECTION
1.03. Amendment to Section 4. Section 4 of the Agreement is hereby amended and
restated in its entirety to read as follows: 








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	 	            “Base
Salary. The Company shall pay the Executive One Hundred and Twenty-Five Thousand
Dollars ($125,000), in cash on or before January 31, 2003. The Executive agrees to make
himself available for service to the Company for ten (10) days from February 1 through
March 31, 2003; provided, however, that the Executive shall receive $2,000
per day for each additional day after the tenth day of service during this period.
Commencing April 1, 2003, the Executive shall receive a Base Salary of $2,000 per week;
provided, however, that if the Executive works more than one day in any
given week, he shall receive $2,000 per day for each additional day of service.” 







            
            SECTION
1.04. Amendment to Section 7. The following new sentence is added to the end of
Section 7(c) of the Agreement: 



	 	            “The
Company shall provide the Executive with the necessary resources, (including, telephone
service, internet access and part-time secretarial support) to enable him to perform his
duties hereunder.” 







            
            SECTION
1.05. Amendment to Section 9(d)(ii). Section 9(d)(ii) of the Agreement is hereby
deleted in its entirety. 



            
            SECTION
1.06. Amendment to Section 9(d)(iv). Section 9(d)(iv) of the Agreement is hereby
amended and restated in its entirety to read as follows: 



	 	            “continued
participation for the Executive and each of his dependents in all Company medical, dental,
vision and hospitalization coverages until December 31, 2003; and” 







            
            SECTION
1.07. Amendment to Section 9(f). Section 9(f) of the Agreement is hereby deleted
and restated in its entirety to read as follows: 



		            “(f)    Notwithstanding
anything to the contrary in Sections 9(a) through 9(e) of this                Agreement,
in the event of the termination of the Executive’s employment                prior
to December 31, 2003, the Executive shall be entitled to continued
               participation for the Executive and each of his dependents in all Company
               medical, dental, vision and hospitalization coverages until December 31, 2003.” 








            
            Section
1.08. Amendment to Section 9. The following new paragraph (i) is added to Section 9
of the Agreement: 



		            “(i)    Termination
of Employment for Any Reason. Notwithstanding anything to the                contrary
contained in Section 9 of this Agreement, upon the termination of the
               Executive’s employment for any reason, the Executive shall be
entitled to                accelerated vesting of any option tranche that would otherwise
have vested                within one year of the Termination Date; provided, however,
that  










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no
less than 75% of the original options granted pursuant to Section 6 of this Agreement
shall become vested as of the Termination Date; and the ability to exercise any vested
options until the earliest of (i) three years from the Termination Date; (ii) ninety days
following the date of the Company’s underwritten public offering or a Change in
Control in which holders of the Company’s Series F Preferred Stock (including the
Executive if he elects to exercise options on Series F Preferred Stock) will receive
consideration, but in no event less than 90 days from the Termination Date; or (iii) the
maximum stated term of the option.”  






            
            SECTION
1.09.  Amendments to Section 17. 




          		            (a)    
               Section 17(a) of the Agreement is hereby amended to read as follows: 



               



          		            “(a)    
               The Executive agrees that, until the later of the Termination Date or February
               1, 2004, the Executive will not, and will not assist anyone else to, directly or
               indirectly solicit or induce any of the Company’s employees to terminate
               their employment with the Company or divert, interfere with or take away from
               the Company any person, company or entity which, within the six month period
               immediately preceding the Termination Date, was an investor, customer, client,
               supplier, business partner, prime contractor, subcontractor or independent
               contractor of the Company.” 



               



          		            (b)    
               Section 17(b) of the Agreement is hereby deleted in its entirety. 



               



          		            (c)    
               Section 17(c) of the Agreement is hereby amended to read as follows: 



               



          		            “(c)    
               Executive agrees that, until the later of the Termination Date or February 1,
               2004, neither the Executive nor any Executive Controlled Entity, shall engage in
               any Competitive Activity (as hereinafter defined).” 



               



            
            SECTION
2.01. Effect of Amendment. Except as specifically amended hereby, all of the
agreements, terms and provisions of the Agreement remain unchanged and are hereby ratified
and confirmed. All references in any other documents to the Agreement shall be deemed to
refer to the Agreement as amended hereby. 



            
            SECTION
2.02. Reimbursement of Legal Expenses. The Company shall promptly reimburse the
Executive for any and all expenses (including, without limitation, attorney’s fees
and other charges of counsel) incurred by the Executive in connection with the negotiation
and documentation of this Amendment. 








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            SECTION
2.03. Governing Law. This Amendment shall be governed, construed, performed and
enforced in accordance with the laws of the State of New York, without reference to
principles of conflicts of laws. 



            
            SECTION
2.04. Counterparts. This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which together shall constitute one
and the same instrument. 



            
            IN
WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first set
forth above. 




	 	OPTIMARK HOLDINGS, INC.






	 	By: /s/  Matthew Morgan


		

		   Name:    Mathew Morgan

   Title:      Secretary 




	 	   /s/  Robert J. Warshaw


		

		   Robert J. Warshaw