Optimark Holdings, Inc. - Exhibit 4.4


Exhibit 4.4


PROMISSORY
NOTE


	$4,315	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
Advisors Fund LP, a Delaware limited partnership (“Softbank”),
the principal sum of Four Thousand Three Hundred Fifteen and 00/100 Dollars
($4,315), 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 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.


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	 	OPTIMARK HOLDINGS, INC.
a Delaware corporation





	 	By	/s/ Robert J. Warshaw
	 	 	

	
	
	

	 	Its	CEO
	 	 	










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