Exhibit 4.5
                                                                     -----------
                                 LOAN AGREEMENT


     This LOAN AGREEMENT  ("Loan  Agreement") is entered into as of the 11th day
of April,  2002 (the "Effective  Date") by OptiMark  Holdings,  Inc., a Delaware
corporation  ("OptiMark"),   SOFTBANK  Capital  Partners  LP,  SOFTBANK  Capital
Advisors Fund LP and SOFTBANK  Capital LP, each a Delaware  limited  partnership
(together  "Softbank") and, solely with respect to Section 3.5 below,  OptiMark,
Inc., a Delaware corporation and wholly-owned subsidiary of OptiMark ("Optimark,
Inc.").

                                  INTRODUCTION

     WHEREAS, OptiMark has requested that Softbank extend OptiMark credit in the
principal  amount of $570,000 for the purposes set forth in Section 7.1.1 hereof
and  whereas  Softbank  is  willing  to  extend  such  credit  on the  terms and
conditions contained in this Loan Agreement.

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

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

                                    ARTICLE 1.
                                   DEFINITIONS

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

                                   ARTICLE 2.
                                 THE COMMITMENT

          Section 2.1 Term  Commitment.  Subject to the terms and  conditions of
this  Loan  Agreement,  Softbank  agrees to make a loan on the  Closing  Date to
OptiMark in the principal amount of $570,000 (the "Principal Amount").  The Loan
shall  bear  interest  as  provided  in this Loan  Agreement.  The Loan shall be
evidenced by the Notes and this Loan Agreement.

     Subject to the conditions set forth in this Loan Agreement,  Softbank shall
disburse  the  Loan  amount,  less (i)  reimbursement  to  Softbank  of fees and
disbursements


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

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

                                   ARTICLE 3.
                       REPAYMENT, INTEREST AND CONVERSION

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

          Section 3.2 Interest Rate, Interest Compounding, Outstanding Principal
Balance.  Interest on the outstanding principal balance of the Loan shall accrue
at ten  percent  (10%) per annum,  based on a year of 360 days and  actual  days
elapsed.  Interest shall be compounded  every 90 days following the Closing Date
and shall accrue from the Closing Date until the Loan is paid in full.  Upon the
occurrence and during the  continuance  of an Event of Default,  interest on the
outstanding  principal  balance of the Notes shall  accrue at the  Default  Rate
specified  in Section  4.2 hereof  and shall  also be  compounded  every 90 days
following  the Closing Date.  OptiMark  may, at its election,  from time to time
prior to the Maturity Date pay accrued and unpaid  interest in cash. All accrued
but unpaid interest shall be due and payable on the Maturity Date, at Softbank's
election,  (i) in cash or (ii) as set forth in Section 3.5  hereof.  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.

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

          Section 3.4 Manner,  Method,  Place,  Time and Application of Payment,
Reinstatement,  Waivers. Except as otherwise provided in Section 3.5 hereof, all
Obligations  shall  be paid in  lawful  currency  of the  United  States  and in
immediately  available  funds  to  Softbank  by  wire  transfer  in  immediately
available  funds to such bank account as Softbank or any assignee may  designate
in writing.  The liability of OptiMark  hereunder and under any Related Document
shall be reinstated and revived and the rights of Softbank shall continue to the
extent of any amount at any time paid by or on behalf of OptiMark if such amount
shall  thereafter be required to be restored,  returned or forfeited by Softbank
pursuant to any  Requirement  of Law, and  OptiMark's  liability  therefor shall
continue as if such amount had not been paid.

     OptiMark  agrees that if for any reason any amount due  hereunder  or under
any Related  Document is paid by cashier's,  certified  teller's or other check,
there shall be no discharge of OptiMark's obligation until said check be finally
paid by the issuer thereof.

     All payments under this Loan Agreement shall be made without  counterclaim,
set-off, condition or qualification and free and clear of (and without deduction
for) any Taxes,  deductions or charges of any nature whatsoever and irrespective
of any default by Softbank  under this Loan  Agreement or any Related  Document.
All payments (other than prepayments  which shall be applied as specified in the
preceding  Section 3.3) shall be applied  first  against Costs and Fees, if any,
described in Section 4.1, then against indemnities and all amounts due hereunder
other than  principal  and  interest,  then  against  interest due on amounts in
default,  then against interest due on amounts not in default,  and then against
principal.

          Section 3.5 OII Capital Stock.

               (a) On or  prior  to the  Maturity  Date,  in lieu of  Softbank's
receipt of re-payment of the Obligations in lawful currency of the United States
in immediately  available funds as provided in Section 3.4,  Softbank may elect,
in its sole  discretion:  (i) to require the Company to cause OptiMark,  Inc. to
deliver to Softbank twelve (12) shares (as adjusted pursuant to Sections 3.5(b),
(c) and (d) below) of OII Common  Stock held by OptiMark,  Inc.  and  fifty-four
(54) shares (as adjusted pursuant to Sections 3.5(b),  (c) and (d) below) of OII
Preferred  Stock held by OptiMark,  Inc. as re-payment of the Principal  Amount,
and (ii) to receive payment of all Obligations  less the Principal Amount as set
forth in Section 3.4 hereto.

               (b)  Adjustments  to Number of Shares of OII Common Stock and OII
Preferred Stock for Dividends and for Combinations or Subdivisions. In the event
that  OptiMark  Innovations  at any time or from time to time after the  Closing
Date  but on

                                       -3-

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

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

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

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

                                      -4-

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

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

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

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

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

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

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

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

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

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

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

                                      -5-

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

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

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

                                      -6-

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basis, as  if any  outstanding  Options to purchase OII Preferred Stock had been
fully exercised as of such date.

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

                             (1)  Cash  and  Property: Such consideration shall:

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

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

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

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

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

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

                    (vi) Effect of Adjustment of the Conversion  Prices.  In the
event that either the OII Common  Stock  Conversion  Price or the OII  Preferred
Stock  Conversion Price is adjusted  pursuant to Section  3.5(d)(iii) or Section
3.5(d)(iv),

                                       -7-

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respectively,  the number of shares of OII Common Stock or OII  Preferred  Stock
that OptiMark shall be required to cause OptiMark,  Inc.  deliver to Softbank on
the Maturity Date pursuant to Section 3.5(a) shall be adjusted as follows:

                             (1) the  number of shares  of OII  Common  Stock to
     be  delivered to Softbank  pursuant to Section  3.5(a) shall be equal to US
     $30,000 divided by the OII Common Stock  Conversion  Price in effect on the
     Maturity Date, provided, however, in no event shall OptiMark be required to
     cause OptiMark, Inc. to deliver to Softbank more shares of OII Common Stock
     than are owned by OptiMark, Inc. on the Closing Date (subject to adjustment
     for stock splits, reverse splits, stock dividends and similar events); and

                             (2) the number of shares of OII  Preferred Stock to
     be  delivered to Softbank  pursuant to Section  3.5(a) shall be equal to US
     $540,000  divided by the OII Preferred Stock  Conversion Price in effect on
     the  Maturity  Date,  provided,  however,  in no event  shall  OptiMark  be
     required to cause OptiMark,  Inc. to deliver to Softbank more shares of OII
     Preferred  Stock  than are owned by  OptiMark,  Inc.  on the  Closing  Date
     (subject to adjustment for stock splits,  reverse  splits,  stock dividends
     and similar events).

                                   ARTICLE 4.
                                 OTHER PAYMENTS

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

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

                                      -8-

<PAGE>



                                   ARTICLE 5.
                             CONDITIONS TO LENDING,
                                    SECURITY
                                       and
                                 OTHER COVENANTS

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

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

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

               (c)  OptiMark shall have  complied in all material  respects with
all covenants and  obligations  to be performed or observed by it at or prior to
such time, including but not limited to those set forth in the Loan Agreement.

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

               (e)  Softbank shall have received a favorable  written opinion of
outside counsel for OptiMark,  dated the Closing Date, in substantially the form
of Exhibit C and a favorable  written opinion of in-house  counsel for OptiMark,
dated the Closing Date, in substantially the form of Exhibit C1.

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

               (g)  Softbank shall have received (i)  acknowledgement  copies of
Financing  Statements (Form UCC-1) duly filed under the Uniform  Commercial Code
of all  jurisdictions  as may be  necessary  or,  in the  opinion  of  Softbank,
advisable  to  perfect  the Liens  created  by the  Security  Agreement  and the
Guarantees,  (ii)  acknowledgement  copies of recordings in the U.S.  Patent and
Trademark Office of notices in respect of

                                      -9-

<PAGE>


patents, patent applications, trademark registrations and trademark applications
of OptiMark  and/or the  Subsidiaries  created by the Security  Agreement or the
Guarantees if, in the opinion of Softbank, such filings should be made and (iii)
evidence of the  completion of all other  recordings  and filings and such other
actions necessary or, in the opinion of Softbank, advisable to perfect the Liens
created by the Security Agreement and the Guarantees.

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

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

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

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

                                   ARTICLE 6.
                    REPRESENTATIONS, WARRANTIES AND COVENANTS

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

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

                                      -10-

<PAGE>


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

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

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

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

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

                                      -11-

<PAGE>


OptiMark or any of its  Subsidiaries or affecting their  properties  which would
prohibit,  conflict  with or in any way  prevent  the  execution,  delivery,  or
carrying out of the terms of this Loan Agreement and the Related Documents.

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

                                      -13-

<PAGE>


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

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

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

                                   ARTICLE 8.
                                EVENTS OF DEFAULT

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

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

               (b)  Security  Exposure.  Any Lien of  Softbank  in any  material
portion of the  Collateral  shall,  for any reason,  cease to exist as valid and
binding Liens; or

                                      -14-

<PAGE>


any  guarantor  of any part of the  Obligations  shall  attempt to withdraw  the
Guaranty,  state that such  Guaranty has been  discharged  or take any action or
permit any action to be taken which would  impair  such  guarantor's  ability to
perform its obligations under such Guaranty; or

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

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

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

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

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

               (h) Change in Authority.  Any material  permit,  license or other
authority of any nature from any Governmental Body now or hereafter required (i)
for the  performance  of OptiMark under this Loan Agreement or any other Related
Documents  shall not be obtained or shall be revoked,  withdrawn  or withheld or
otherwise  failed to

                                      -15-

<PAGE>


remain in full force and effect,  or (ii) in the conduct of OptiMark's  business
shall not be obtained or shall be revoked,  withdrawn  or withheld or  otherwise
failed to remain in full  force and  effect,  in each case (i) and (ii),  for 30
days after notice of such by Softbank; or

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

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

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

                                   ARTICLE 9.
                                  MISCELLANEOUS

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


                                      -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: Ron Fisher
                                    Facsimile No.: (617) 928-9301

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

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

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

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

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

                                      -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 sell,  transfer,  assign,
negotiate,  pledge,  or hypothecate all or any portion of this Loan Agreement or
the Security  Agreement (except that if Softbank assigns all of its rights under
this Loan  Agreement  it shall also assign all of its rights  under the Security
Agreement) to any Person.

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

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

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

     Time is of the essence under this Loan Agreement and each Related Document.
Counsel for each party has  participated in the review and revision of this Loan
Agreement  and each party agrees that the rules of  construction  requiring  any
ambiguities to be

                                      -18-

<PAGE>


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 April 11, 2002.




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

By  /s/ Robert J. Warshaw
    ---------------------
Its  CEO                                    By: SOFTBANK CAPITAL PARTNERS  LLC
     -----                                      Its:  General Partner




                                            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
     ---------------------
Its: CEO
     ------------------------


<PAGE>



                              DEFINITIONS ADDENDUM

     This Definitions Addendum is an attachment to and part of that certain LOAN
AGREEMENT  ("Loan  Agreement")  dated  as of March  21,  2002  between  OptiMark
Holdings,  Inc. and Softbank Capital Partners LP, Softbank Capital Advisors Fund
LP, and Softbank  Capital LP. Except as otherwise  stated in the Loan Agreement,
the following terms shall have the following meanings:

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

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

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

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

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

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

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

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

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

     "Costs and Fees"  means all  reasonable  out-of-pocket  or  incurred  costs
(including  without  limitation  those  incurred by the  following  persons) and
expenses of every nature, including,  without limitation,  reasonable attorneys'
fees (whether of independent or in-

                                      -i-

<PAGE>


house counsel  whether  incurred  before trial,  at trial,  or appeal and in any
bankruptcy or arbitration  proceeding),  reasonable fees of paralegals,  clerks,
accountants  and other  consultants  or  experts,  and of  collection  and other
agents,  and all other  reasonable  fees,  costs and  expenses  of every  nature
whatsoever  now or  hereafter  incurred  from time to time,  including,  without
limitation, all reasonable expenses related to the Collateral (including without
limitation, all appraisal(s), filing and recording fees).

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

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

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

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

     "Existing Loan Agreement" means the Loan Agreement, dated March 21, 2002 by
and among  OptiMark,  Softbank and,  solely with respect to Section 3.5 thereof,
OptiMark,  Inc.  "8-Ks" has the meaning set forth in section 6.1.5.  of the Loan
Agreement.

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

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

     "Guarantees" means the certain Amended and Restated  Guarantees,  dated the
Closing Date, between Softbank and each of the Subsidiaries, other than OptiMark
Innovations, 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

                                      -ii-

<PAGE>


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

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

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

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

                                     -iii-

<PAGE>


     "Loan" or "Loans"  means the loan from Softbank to OptiMark in the original
principal amount of $570,000 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 or the Subsidiaries, or upon the validity or enforceability of the Loan
Agreement or any of the other Related  Documents,  or upon the collectibility of
the Loan, or upon the  Contractual  Obligations  or ownership of OptiMark of the
Collateral  or  Softbank's  Lien  thereon,  or upon the  ability of  OptiMark to
perform its  obligations  hereunder or under any Related  Document,  or upon the
rights of Softbank hereunder or under any Related Document, which adverse effect
would be viewed as material by a reasonably prudent lender.

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

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

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

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

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

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

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

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

                                      -iv-

<PAGE>


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

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

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

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

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

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

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

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

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

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

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


                                      -v-

<PAGE>


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

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

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

     "Third Party Guaranty" means,  with respect to any Person,  any obligation,
contingent  or  otherwise,  of such Person  guaranteeing  or having the economic
effect of  guaranteeing  any  Indebtedness  of any other  Person  (the  "primary
obligor") in any manner,  whether  directly or  indirectly,  and  including  any
obligation  of such  Person,  (i) to

purchase or pay (or advance or supply funds for the purchase or payment of) such
Indebtedness,  (ii) to purchase property, securities or services for the purpose
of assuring the holder of such  Indebtedness of the payment of such Indebtedness
of (iii) to maintain working capital,  equity capital or the financial condition
or liquidity of the primary  obligor so as to enable the primary  obligor to pay
such Indebtedness.

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

                                      -vi-