Exhibit 10.1
                                                                    ------------
                                 LOAN AGREEMENT


     This LOAN AGREEMENT ("Loan Agreement") is entered into as of the 6th day of
February,  2003 (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 $940,000 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.

     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 $940,000 (the "Principal Amount").  The Loan
shall  bear  interest  as  provided  in this Loan  Agreement.  The Loan shall be
evidenced by the Notes, in the form set forth on Exhibit A attached hereto,  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);
(ii)  reimbursement  to Cummings & Lockwood,  counsel to  OptiMark,  of fees and
disbursements in connection with (a) past


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due invoices and (b) 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 and
(iii)  payment of  $463,333 to Aon Risk  Services  Companies,  Inc.,  OptiMark's
director's and officer's insurance carrier,  for premiums for insurance coverage
for the period commencing December 31, 2002 and ending December 31, 2003.

          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 and 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.  Except as
otherwise  provided in Section 3.5 hereof, 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


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to interest and then to  principal,  or in such other order as Softbank  may, in
its sole discretion, determine.

          Section 3.5   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 3.6  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  eighty-nine  (89) 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;

                    (ii) to  decrease  the number of shares of OII Common  Stock
held by Softbank that  OptiMark has the right to reacquire  pursuant to Sections
5.2,  5.4  and  5.5 of that  certain  Amended  and  Restated  Investors'  Rights
Agreement,  by  and  among  OptiMark,  OptiMark  Innovations,   OptiMark,  Inc.,
Softbank,   Draper  Fisher  Jurvetson  ePlanet  Ventures,  L.P.,  Draper  Fisher
Jurvetson  ePlanet  Partners  Fund,  LLC and  Draper  Fisher  Jurvetson  ePlanet
Ventures  GmBH & Co. KG.,  dated as of May 3, 2002 (the  "Amended  and  Restated
Investors'  Rights  Agreement"),  by twenty (20) shares (as adjusted pursuant to
Sections 3.5(b) and (d) below) in accordance with the


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terms of Amendment No. 1 to the Amended and Restated Investors' Rights Agreement
in the form set forth on  Exhibit B  attached  hereto  ("Amendment  No. 1 to the
Amended and Restated Investors' Rights Agreement"); and

                    (iii)  to  receive  payment  of  all  Obligations  less  the
Principal Amount (the "Remainder Obligation") either:

                         (1)  in cash, as set forth in Section 3.4 hereto; or

                         (2)  by requiring  OptiMark  to  cause  OptiMark,  Inc.
     to deliver to Softbank  that number of  additional  shares of OII Preferred
     Stock (as adjusted pursuant to Sections 3.5(b),  (c) and (d) below) held by
     OptiMark,  Inc. and equal to the Remainder Obligation,  where each share of
     OII Preferred Stock shall be valued at the OII Preferred  Stock  Conversion
     Price (as adjusted pursuant to Section 3.5(d) below).

               (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 of OII
Common Stock by which OptiMark's  right to reacquire shall decrease  pursuant to
Section  3.5(a)(ii) or OII Preferred  Stock which  OptiMark shall be required to
cause OptiMark,  Inc. to deliver to Softbank pursuant to Section  3.5(a)(i),  as
applicable,  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 Preferred 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


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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 Preferred 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 Preferred Stock to be
delivered pursuant to Section 3.5(a) shall be replaced by, in lieu of the number
of shares of OII  Preferred  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 Preferred 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  Common  Stock  or  OII  Preferred  Stock
(collectively, "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:

                          (3) 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

                          (4) 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).


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         "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
     Preferred 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.

                          (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

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<PAGE>


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 OptiMark  Innovations 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


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<PAGE>


          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 by which
OptiMark's right to reacquire shall decrease pursuant to Section  3.5(a)(ii) 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)(i), as applicable, shall be adjusted as follows:

                       (1)  the  number  of  shares of OII Common Stock by which
     OptiMark's right to reacquire shall decrease pursuant to Section 3.5(a)(ii)
     shall be equal to US $50,000  divided by the OII  Common  Stock  Conversion
     Price in effect on the Maturity Date; and

                       (2)  the number of shares of  OII  Preferred  Stock to be
     delivered to Softbank  pursuant to Section  3.5(a)(i)  shall be equal to US
     $890,000  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


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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,  Amendment No. 1 to the Amended and Restated
Investors' Rights 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  C  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
Agreement;  and shall not be in breach of any of the Existing Loan  Agreement or
the  agreements  referred  to in each of such  Existing  Loan  Agreement  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  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.

               (f) 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


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<PAGE>


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.

               (g) 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 Agreement 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.

               (h) Except as described in  OptiMark's  Quarterly  Report on Form
10-Q for the period ended March 31, 2002,  OptiMark's  Quarterly  Report on Form
10-Q for the period ended June 30,  2002,  OptiMark's  Quarterly  Report on Form
10-Q for the period ended  September 30, 2002,  (the "Forms  10-Q"),  OptiMark's
Annual  Report on Form 10-K for the period ended  December 31, 2001 on file with
the SEC as of the Effective  Date (the "Form 10-K"),  or otherwise  described on
Exhibit 5.1(h) of this Loan Agreement,  since September 30, 2002, there has been
no event, occurrence,  change,  development or state of affairs that had or will
have a Material Adverse Effect.

               (i) OptiMark  shall have  executed and  delivered to Softbank the
forms for filing in the U.S. Patent and Trademark  office, in form and substance
as  reasonably   satisfactory  to  Softbank,  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.

               (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").


                                      -10-
<PAGE>


                                   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 Forms 10-Q, the
Form 10-K, or on Exhibit 5.1(h) of this Loan Agreement, there are no proceedings
or


                                      -11-
<PAGE>


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 Financial Statements 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(h) 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(h) of this Loan Agreement or disclosed in the Financial  Statements,
the Form 10-K, the Forms 10-Q and OptiMark's  Current  Reports on Form 8-K filed
with the SEC on  October 3, 2002 and  October 4, 2002,  there has been no event,
occurrence,  change,  development  or state of  affairs  that had or will have a
Material Adverse Effect since March 31, 2002. The 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:


                                      -12-
<PAGE>


               (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

                                      -13-
<PAGE>


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  Preferred  Stock  pursuant to
Section 3.5(a)(i) 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


                                      -14-
<PAGE>


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


                                      -15-
<PAGE>


force and effect,  in each case (i) and (ii),  for thirty (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:


                                      -16-
<PAGE>



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

         With a copy to:           Sullivan & Cromwell LLP
         --------------
                                   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.
         --------------
                                   c/o Vie Financial Group, Inc.
                                   1114 Avenue of the Americas
                                   22nd Floor
                                   New York, NY 10036
                                   Attention: Secretary
                                   Telephone No.: (212) 575-9314
                                   Facsimile No.:  (212) 575-8424

         With a copy to:           Cummings & Lockwood
         --------------
                                   Four Stamford Plaza
                                   107 Elm Street
                                   Stamford, Connecticut 06902
                                   Attn: Roxana Aleali
                                   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.


                                      -17-
<PAGE>


          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


                                      -18-
<PAGE>


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
Agreement.


                  [Remainder of page intentionally left blank]





                                      -19-
<PAGE>




     Executed and dated as of February 6, 2003.




OPTIMARK HOLDINGS, INC.,                    SOFTBANK CAPITAL PARTNERS LP,
a Delaware corporation                      SOFTBANK CAPITAL ADVISORS FUND LP,
                                            SOFTBANK CAPITAL LP


By:  /s/ Robert J. Warshaw                  By: SOFTBANK CAPITAL PARTNERS  LLC
   -----------------------
     Name:  Robert J. Warshaw                    Its:  General Partner
     Title: Chief Executive Officer



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

Acknowledged and Agreed, solely
with respect to Section 3.5

OPTIMARK, INC.,
a Delaware corporation



By:  /s/ Robert J. Warshaw
   -----------------------
     Name:  Robert J. Warshaw
     Title:  Chief Executive Officer


<PAGE>

                              DEFINITIONS ADDENDUM

         This Definitions  Addendum is an attachment to and part of that certain
LOAN  AGREEMENT  ("Loan  Agreement")  dated as of  February  ___,  2003  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:

         "Additional  Shares of OII Common  Stock" has the  meaning set forth in
Section 3.5(d)(i) of the Loan Agreement.

         "Additional Shares of OII Preferred Stock" has the meaning set forth in
Section 3.5(d)(i) of the Loan Agreement.

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

         "Amended and Restated  Investors' Rights Agreement" has the meaning set
forth in Section 3.5(a)(ii) of the Loan Agreement.

         "Amendment  No.  1  to  the  Amended  and  Restated  Investors'  Rights
Agreement"  has  the  meaning  set  forth  in  Section  3.5(a)(ii)  of the  Loan
Agreement.


         "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.

                                      -i-
<PAGE>



         "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.

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

         "Existing  Loan  Agreement"  means  the  Loan  Agreement,  dated  as of
November 27, 2002 by and among  OptiMark,  Softbank and,  solely with respect to
Section 3.5 thereof, OptiMark, Inc.

         "Financial Statements" means the (i) consolidated balance sheets of the
Company as of  September  30, 2002 and  December  31,  2001,  (ii)  consolidated
statements of  operations  and  comprehensive  loss for the three and nine month
periods ended September 30, 2002 and 2001, and (iii) consolidated  statements of
cash flows for the nine month period ended  September 30, 2002 and 2001,  all as
set forth in  OptiMark's  Quarterly  Report on Form 10-Q for the  quarter  ended
September 30, 2002.

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

         "Forms  10-Q" has the meaning  set forth in Section  5.1(h) 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.


                                      -ii-
<PAGE>


         "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 Second 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


                                     -iii-
<PAGE>


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 $940,000 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(h),
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.


                                      -iv-
<PAGE>


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

         "OII  Common  Stock  Conversion  Price"  has the  meaning  set forth in
Section 3.5(d)(i) of the Loan Agreement.

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

         "OII  Preferred  Stock  Conversion  Price" has the meaning set forth in
Section 3.5(d)(i) of the Loan Agreement.

         "OII Stock" has the meaning set forth in Section  3.5(d)(i) 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.

         "Options"  has the meaning set forth in Section  3.5(d)(i)  of the Loan
Agreement.

         "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.

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

         "Related  Documents"  means the Loan Agreement,  Amendment No. 1 to the
Amended and Restated Investors' Rights 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.

         "Remainder Obligation" has the meaning set forth in Section 3.5(a)(iii)
of the Loan Agreement.

         "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


                                      -v-
<PAGE>


or binding  upon such  Person or any of its  property or to which such Person or
any of its property is subject.

         "SEC" means the Securities and Exchange Commission.

         "Security  Agreement"  means that certain  Second  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.

         "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.




                                      -vi-
<PAGE>



                           EXHIBIT A TO LOAN AGREEMENT
                                 PROMISSORY NOTE


[$_______]                                              Dated: February __, 2003
                                                        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


                                      A-1
<PAGE>


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]


                                      A-2
<PAGE>


                                        OPTIMARK HOLDINGS, INC.
                                        a Delaware corporation


                                        By
                                          --------------------------------------

                                        Its
                                           -------------------------------------




        [Signature Page to SOFTBANK Capital Partners LP Promissory Note]



                                      A-3
<PAGE>


                                 PROMISSORY NOTE

[$_______]                                            Dated: February [__], 2003
                                                      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.


                                      A-4
<PAGE>


         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]


                                      A-5
<PAGE>


                                         OPTIMARK HOLDINGS, INC.
                                         a Delaware corporation


                                         By
                                           -------------------------------------

                                         Its
                                            ------------------------------------




             [Signature Page to SOFTBANK Capital LP Promissory Note]


                                      A-6
<PAGE>



                                 PROMISSORY NOTE

[$_____]                                              Dated: February [__], 2003
                                                      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.


                                      A-7
<PAGE>


         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]


                                      A-8
<PAGE>



                                         OPTIMARK HOLDINGS, INC.
                                         a Delaware corporation


                                         By
                                           -------------------------------------

                                         Its
                                            ------------------------------------




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




                                      A-9
<PAGE>


                           EXHIBIT B TO LOAN AGREEMENT

                                 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 ____ 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
____,  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.


                                       B-1
<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  ____,  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


                                       B-2
<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


                                       B-3
<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]


                                       B-4
<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:
                                     -------------------------------------
                                     Name: Robert J. Warshaw
                                     Title: President


                                  OPTIMARK, INC.

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


                                  OPTIMARK HOLDINGS, INC.

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


                                  SOFTBANK CAPITAL PARTNERS LP

                                  By:  SOFTBANK Capital Partners LLC,
                                       its general partner

                                  By:
                                     ------------------------------------
                                     Name:
                                     Title:


                                  SOFTBANK CAPITAL LP

                                  By:  SOFTBANK Capital Partners LLC,
                                       its general partner

                                  By:
                                     ------------------------------------
                                     Name:
                                     Title:


                                       B-5
<PAGE>



                                  SOFTBANK CAPITAL ADVISORS FUND LP

                                  By: SOFTBANK Capital Partners LLC,
                                      its general partner

                                  By:
                                     -----------------------------------
                                     Name:
                                     Title:


                                  DRAPER-FISHER JURVETSON EPLANET VENTURES, L.P.

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

                                  By:
                                     -----------------------------------
                                     Name:
                                     Title:


                                  DRAPER FISHER JURVETSON EPLANET
                                  PARTNERS FUND, LLC

                                  By:
                                     ------------------------------------
                                     Name:
                                     Title:


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

                                  By:
                                     ------------------------------------
                                     Name:
                                     Title:



                                       B-6
<PAGE>



                           EXHIBIT C 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 February [__], 2003 ("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,


                                      C-1
<PAGE>


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: February __, 2003          OPTIMARK HOLDINGS, INC.

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





                                      C-2
<PAGE>


                           EXHIBIT D TO LOAN AGREEMENT

                                FORM OF GUARANTY









<PAGE>



                           EXHIBIT E TO LOAN AGREEMENT


                           FORM OF SECURITY AGREEMENT