Exhibit 4.1

                                 AMENDMENT NO. 1
                                     TO THE
                              AMENDED AND RESTATED
                           INVESTORS' RIGHTS AGREEMENT

          This  AMENDMENT  NO. 1 TO THE AMENDED AND RESTATED  INVESTORS'  RIGHTS
AGREEMENT (this "Amendment No. 1 to the Amended and Restated  Investors'  Rights
Agreement")  is made as of the 6th day of February,  2003, by and among OPTIMARK
INNOVATIONS  INC.,  f/k/a OTSH,  Inc., a Delaware  corporation  (the "Company"),
OPTIMARK HOLDINGS, INC., a Delaware corporation ("Holdings"),  OPTIMARK, INC., a
Delaware  corporation  ("OptiMark"),  DRAPER FISHER JURVETSON  EPLANET VENTURES,
L.P., a Cayman Islands limited partnership ("ePlanet  Ventures"),  DRAPER FISHER
JURVETSON  EPLANET PARTNERS FUND, LLC, a California  limited  liability  company
("ePlanet  Partners") and DRAPER FISHER  JURVETSON  EPLANET  VENTURES GmBH & CO.
KG., a German  partnership  ("ePlanet  KG"),  SOFTBANK  CAPITAL  PARTNERS  LP, a
Delaware  limited  partnership  ("Capital  Partners"),  SOFTBANK  CAPITAL  LP, a
Delaware limited partnership ("SOFTBANK Capital"), and SOFTBANK CAPITAL ADVISORS
FUND LP, a Delaware limited partnership  ("Capital  Advisors").  For purposes of
this Agreement:  (i) each of Capital  Partners,  SOFTBANK  Capital,  and Capital
Advisors  may be referred to as a "SOFTBANK  Entity" and,  collectively,  as the
"SOFTBANK  Entities;" (ii) each of ePlanet Ventures ePlanet Partners and ePlanet
KG may be referred to as an "ePlanet Entity" and, collectively,  as the "ePlanet
Entities;" and (iii) the Company,  Holdings,  OptiMark,  each ePlanet Entity and
each SOFTBANK  Entity are sometimes  hereinafter  referred to  individually as a
"Party" and collectively as the "Parties."

          WHEREAS,  the Parties are party to that  certain  Amended and Restated
Investors' Rights Agreement,  dated as of the 3rd day of May, 2002 (the "Amended
and Restated Investors' Rights Agreement");

          WHEREAS, pursuant to that certain Loan Agreement, dated as of February
6, 2003, by and among the SOFTBANK Entities,  Holdings, OptiMark and the Company
(solely  with  respect to Section  3.5  thereof)  (the  "Loan  Agreement"),  the
SOFTBANK  Entities  have agreed to extend  credit to  Holdings in the  principal
amount of $940,000 (the "Loan"); and

          WHEREAS,  in  accordance  with the  terms of  Section  3.5 of the Loan
Agreement,  upon maturity of the Loan, the SOFTBANK Entities may elect, in their
sole  discretion,  to have a portion of the Loan repaid by decreasing the number
of shares of the  Company's  Common  Stock held by the  SOFTBANK  Entities  that
Holdings has the right or is required to reacquire pursuant to Sections 5.2, 5.4
and 5.5 of the Amended and Restated  Investors'  Rights  Agreement (the "Revised
Call Rights"); and

          WHEREAS,  in connection with the Revised Call Rights, the Parties have
agreed to enter into this Amendment No. 1 to the Amended and Restated Investors'
Rights Agreement.


<PAGE>



          NOW, THEREFORE, in consideration of the premises and mutual agreements
contained  herein,  and for good and  valuable  consideration,  the  receipt and
adequacy of which is hereby acknowledged, the Parties agree to amend the Amended
and Restated Investors' Rights Agreement as follows:

          1.  Defined Terms.  Except as defined  herein, capitalized  terms used
herein  shall  have the  meanings  ascribed  to such  terms in the  Amended  and
Restated Investors' Rights Agreement.

          2.  Amendment of Section 5.2(a) of the Amended and Restated Investors'
Rights  Agreement.  The first  sentence  of Section  5.2(a) of the  Amended  and
Restated  Investors'  Rights  Agreement is hereby  amended by deleting it in its
entirety and replacing it with the following:

          "(a) First  Call  Right.  Commencing  on October 1, 2002 and
          continuing   until  September  30,  2003  (the  "First  Call
          Exercise Period"),  the Independent  Committee,  in its sole
          discretion,  shall  have the  right to  require  each of the
          SOFTBANK  Entities  to sell to  Holdings  (the  "First  Call
          Right") all, but not less than all, of the Common Stock held
          by the  SOFTBANK  Entities  in  exchange  for  an  aggregate
          consideration  of (i)  US$125,000  and (ii) 16,667 shares of
          authorized  but  unissued  shares of the Series E  Preferred
          Stock;  provided,  however,  that in accordance with Section
          3.5(a)(ii) of that certain Loan Agreement,  by and among the
          SOFTBANK  Entities,   Holdings,  OptiMark  and  the  Company
          (solely  with respect to Section 3.5  thereof),  dated as of
          February 6, 2003 (the "Loan  Agreement"),  pursuant to which
          the  SOFTBANK  Entities  have  agreed  to  extend  credit to
          Holdings in the  principal  amount of $940,000 (the "Loan"),
          the SOFTBANK  Entities may elect, in their sole  discretion,
          to have the principal amount of the Loan re-paid by reducing
          the number of shares of Common  Stock  held by the  SOFTBANK
          Entities that  Holdings has the right to reacquire  pursuant
          to the First Call Right by twenty (20)  shares (as  adjusted
          pursuant to Sections 3.5(b) and (d) of the Loan Agreement)."

          3. Amendment of Section 5.4(a) of the Amended and Restated  Investors'
Rights  Agreement.  The first  sentence  of Section  5.4(a) of the  Amended  and
Restated  Investors'  Rights  Agreement is hereby  amended by deleting it in its
entirety and replacing it with the following:

          "(a)  Discretionary  Call.  Subject to the rights granted to
          the Independent  Committee in Section 5.4(d) hereof,  in the
          event of a Company  Liquidity  Event on or before  September
          30, 2003, then Holdings shall purchase (the


<PAGE>



          "Discretionary Call") all of the shares of Common Stock held
          by the  SOFTBANK  Entities  in  exchange  for  an  aggregate
          consideration  of (i)  US$125,000  and (ii) 16,667 shares of
          authorized  but  unissued  shares of the Series E  Preferred
          Stock;  provided,  however,  that in accordance with Section
          3.5(a)(ii) of the Loan  Agreement the SOFTBANK  Entities may
          elect,  in their  sole  discretion,  to have  the  principal
          amount of the Loan  re-paid by reducing the number of shares
          of Common Stock held by the SOFTBANK  Entities that Holdings
          is required to reacquire  pursuant to the Discretionary Call
          by twenty  (20)  shares (as  adjusted  pursuant  to Sections
          3.5(b) and (d) of the Loan Agreement)."

          4. Amendment of Section 5.5(a) of the Amended and Restated  Investors'
Rights  Agreement.  The first two sentences of Section 5.5(a) of the Amended and
Restated  Investors'  Rights  Agreement  are hereby  amended by deleting them in
their entirety and replacing them with the following:

          "(a)  Mandatory  Call.  In the event  that:  (i) none of the
          options  set  forth  in  Sections  5.2  through  5.4 of this
          Agreement  have been  exercised on or before  September  30,
          2003; (ii) the Independent  Committee no longer exists;  and
          (iii) no  independent  directors  sit on the Holdings  Board
          and,  after  reasonable  good faith efforts by the remaining
          members  of  the  Holdings  Board,  no  independent  persons
          qualified to serve on the Holdings Board have been found or,
          if found, are not willing to sit on the Holdings Board, then
          the Holdings  Board shall engage an  independent  investment
          banking,   accounting  or  third  party  valuation  firm  to
          evaluate  whether  or  not it is in the  best  interests  of
          Holdings that it purchase the shares of Common Stock held by
          the SOFTBANK  Entities.  In the event that such  independent
          investment banking, accounting or third party valuation firm
          selected by the Holdings Board thereafter  recommends to the
          Holdings  Board that Holdings  purchase the shares of Common
          Stock held by the SOFTBANK Entities,  then Holdings shall be
          obligated to purchase  (the  "Mandatory  Call") on or before
          December 31, 2003 (the  "Mandatory  Call Period") all of the
          shares of Common  Stock  held by the  SOFTBANK  Entities  in
          exchange for an aggregate  consideration  of (x)  US$125,000
          and (y) 16,667 shares of authorized  but unissued  shares of
          the  Series  E  Preferred;   provided,   however,   that  in
          accordance with Section 3.5(a)(ii) of the Loan Agreement the
          SOFTBANK  Entities may elect, in their sole  discretion,  to
          have the  principal  amount of the Loan  re-paid by reducing
          the


<PAGE>



          number  of  shares  of  Common  Stock  held by the  SOFTBANK
          Entities that Holdings is required to reacquire  pursuant to
          the  Mandatory  Call by  twenty  (20)  shares  (as  adjusted
          pursuant to Sections 3.5(b) and (d) of the Loan Agreement)."

          5.  Continuing  Effect of the Amended and Restated  Investors'  Rights
Agreement.  This Amendment No. 1 to the Amended and Restated  Investors'  Rights
Agreement shall not constitute a waiver,  amendment or modification of any other
provision of the Amended and Restated  Investors' Rights Agreement not expressly
referred  to  herein.  Except as  expressly  amended  or  modified  herein,  the
provisions of the Amended and Restated Investors' Rights Agreement are and shall
remain in full force and effect.  From and after the date hereof, all references
made in the Amended and Restated  Investors' Rights Agreement to "the Agreement"
and "this Agreement" shall be a reference to the Amended and Restated Investors'
Rights  Agreement as amended by this Amendment No. 1 to the Amended and Restated
Investors' Rights Agreement.

          6.  Governing  Law.  This  Amendment No. 1 to the Amended and Restated
Investors'  Rights  Agreement  shall be governed by and  construed in accordance
with the laws of the State of  Delaware,  without  regard to the  principles  of
conflicts of law thereof.

          7. Valid and Binding. This Amendment No. 1 to the Amended and Restated
Investors'  Rights  Agreement  shall be binding upon and inure to the benefit of
each of the Parties hereto and their respective successors and assigns.

          8.  Counterparts.  This  Amendment  No. 1 to the Amended and  Restated
Investors' Rights Agreement may be executed in any number of counterparts and by
the  Parties  hereto in  separate  counterparts,  each of which when so executed
shall  be  deemed  to be an  original  and all of  which  taken  together  shall
constitute one and the same agreement.


                            [signature page follows]


<PAGE>



          IN WITNESS WHEREOF,  the undersigned have executed,  or have caused to
be executed,  this Amendment No. 1 to the Amended and Restated Investors' Rights
Agreement on the date first written above.


                                  OPTIMARK INNOVATIONS INC.

                                  By:/s/ Robert J. Warshaw
                                     -------------------------------------
                                     Name: Robert J. Warshaw
                                     Title: President


                                  OPTIMARK, INC.

                                  By: /s/ Robert J. Warshaw
                                     -------------------------------------
                                     Name: Robert J. Warshaw
                                     Title: CEO


                                  OPTIMARK HOLDINGS, INC.

                                  By: /s/ Robert J. Warshaw
                                     ------------------------------------
                                     Name: Robert J. Warshaw
                                     Title: CEO


                                  SOFTBANK CAPITAL PARTNERS LP

                                  By:  SOFTBANK Capital Partners LLC,
                                       its general partner

                                  By: /s/ Steven J. Murray
                                     ------------------------------------
                                     Name:  Steven J. Murray
                                     Title: Admin Member


                                  SOFTBANK CAPITAL LP

                                  By:  SOFTBANK Capital Partners LLC,
                                       its general partner

                                  By: /s/ Steven J. Murray
                                     ------------------------------------
                                     Name:  Steven J. Murray
                                     Title: Admin Member


<PAGE>



                                  SOFTBANK CAPITAL ADVISORS FUND LP

                                  By: SOFTBANK Capital Partners LLC,
                                      its general partner

                                  By: /s/ Steven J. Murray
                                     -----------------------------------
                                     Name:  Steven J. Murray
                                     Title: Admin Member


                                  DRAPER-FISHER JURVETSON EPLANET VENTURES, L.P.

                                  By:  Draper Fisher Jurvetson ePlanet Partners,
\                                 Ltd.,
                                       its general partner

                                  By: /s/ Francis X. Egan
                                     -----------------------------------
                                     Name:  Francix X. Egan
                                     Title: VP


                                  DRAPER FISHER JURVETSON EPLANET
                                  PARTNERS FUND, LLC

                                  By: /s/ Francix X. Egan
                                     ------------------------------------
                                     Name:  Francix X. Egan
                                     Title: VP


                                  DRAPER FISHER JURVETSON EPLANET VENTURES
                                  GMBH & CO. KG
                                  By: Draper Fisher Jurvetson ePlanet SLP
                                      Germany, Ltd., its special limited partner

                                  By: /s/ Francis X. Egan
                                     ------------------------------------
                                     Name:  Francis X. Egan
                                     Title: VP