Optimark Holding, Inc. - Exhibit 4.2


Exhibit 4.2

PROMISSORY NOTE

	$249,990	Dated: March 21, 2002

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 Two Hundred Forty-Nine Thousand Nine Hundred Ninety and 00/100
Dollars ($249,990), 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 March 21, 2002, (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 shallbecome, 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.



      
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-2-







	 	OPTIMARK HOLDINGS, INC.
a Delaware corporation





	 	By	/s/ Robert J. Warshaw
	 	 	

	
	
	

	 	Its	CEO
	 	 	










[Signature Page to SOFTBANK Capital Partners LP Promissory Note]