<PAGE>   1
                                                                   EXHIBIT 10.19

THIS AMENDED AND RESTATED NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED,
SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF UNLESS SO REGISTERED OR AN
EXEMPTION FROM REGISTRATION UNDER SAID ACT AND LAWS IS AVAILABLE.

                              AMENDED AND RESTATED
                                SUBORDINATED NOTE

$49,000,000                                                         May - , 2001

         FOR VALUE RECEIVED, the undersigned, INSTINET GLOBAL HOLDINGS INC., a
Delaware corporation (the "Borrower"), promises to pay to the order of [FLEET
STREET FINANCE INC.], a [Delaware corporation] (the "Holder"), the principal sum
of FORTY-NINE MILLION DOLLARS ($49,000,000). All the unpaid principal shall be
due and payable on February 24, 2002 (the "Maturity Date").

         If any payment on this Note becomes due and payable on a day other than
a day on which commercial banks in New York City are open for the transaction of
normal business (a "Business Day"), the maturity thereof shall be extended to
the next succeeding Business Day and, with respect to any payment of principal
or interest shall be payable at the then applicable rate during such extension.
The unpaid principal amount of this Note from time to time outstanding shall
bear interest at a rate of 1.25% above the interest rate per annum at which
deposits in U.S. dollars are then offered to prime banks in the London Inter
Bank Market as indicated on the "LIBO" page of the Reuters Monitor Screen (or
any successor thereto), computed semi-annually from the [effective date] of this
Note. Interest shall be payable in cash semi-annually in arrears on - 15 and -
15 of each year, commencing on - , 2001. All payments of principal of and
interest on this Note shall be payable in lawful currency of the United States
of America. All such payments shall be made by the Borrower to an account
established by the Holder and notified to the Borrower and shall be recorded on
the books and records of the Borrower and the Holder.

         This Note amends and restates in its entirety the Subordinated Loan
Agreement between Fleet Street Finance Inc. and Instinet Corporation, dated
March 21, 2000.

         1.   Payment Provisions.

              1.1 Payments on this Note. The Borrower shall make payments of
principal of and interest on with respect to this Note when due.

              1.2 Optional Redemption. This Note may be redeemed at the option
of the Borrower, at any time or from time to time, in whole or in part, at par
plus accrued and unpaid interest.
<PAGE>   2
         2.   Default. The entire unpaid principal of this Note, together with
all accrued and unpaid interest shall become and be immediately due and payable
upon written demand of the Holder (or in the case of an event specified in
Section 2(e) or (f), automatically without notice), without any other notice or
demand of any kind or any presentment or protest, if any one of the following
events (an "Event of Default") shall occur and be continuing at the time of such
demand, whether voluntarily or involuntarily, or, without limitation, occurring
or brought about by operation of law or pursuant to or in compliance with any
judgment, decree or order of any court or any order, rule or regulation of any
governmental body:

                  a.    The Borrower defaults in any payment of interest on
                        this Note when the same becomes due and payable, and
                        such default continues for a period of 30 days;

                  b.    The Borrower defaults in the payment of the principal
                        of this Note when the same becomes due and payable at
                        its stated maturity;

                  c.    The Borrower fails to comply with any of its
                        agreements in this Note (other than those referred to
                        in (a) or (b) above) and such failure continues for
                        60 days after receipt of notice of such default from
                        the Holder;

                  d.    Default under any mortgage, indenture or instrument
                        under which there may be issued or by which there may
                        be secured or evidenced any Indebtedness for money
                        borrowed by the Borrower or any of its Subsidiaries
                        (or the payment of which is guaranteed by the
                        Borrower or any of its Subsidiaries) whether such
                        Indebtedness or guarantee now exists, or is created
                        after the date hereof, which Default shall constitute
                        failure to pay the principal of such Indebtedness at
                        stated maturity (after giving effect to any
                        applicable grace periods and any extensions thereof)
                        or results in the acceleration of such Indebtedness
                        prior to its stated maturity and, in each case, the
                        principal amount of any such other Indebtedness,
                        together with the principal amount of any other such
                        Indebtedness which has not been paid or the maturity
                        of which has been so accelerated, aggregates
                        $10,000,000 or more;

                  e.    The Borrower or a Significant Subsidiary pursuant to
                        or within the meaning of any Bankruptcy Law:

                           1.     commences a voluntary case;

                           2.     consents to the entry of an order for relief
                                  against it in an involuntary case;

                           3.     consents to the appointment of a custodian
                                  of it for all or substantially all of its
                                  property;


                                      -2-
<PAGE>   3
                           4.     makes a general assignment for the benefit
                                  of its creditors; or

                           5.     generally is not paying its indebtedness as
                                  it becomes due;

                  f.    A court of competent jurisdiction enters an order or
                        decree under any Bankruptcy Law that:

                           1.     is for relief against the Borrower or any
                                  Significant Subsidiary or any group of
                                  Subsidiaries that, taken together, would
                                  constitute a Significant Subsidiary;

                           2.     appoints a custodian of the Borrower or any
                                  Restricted Subsidiary that is a Significant
                                  Subsidiary or any group of Restricted
                                  Subsidiaries that, taken together, would
                                  constitute a Significant Subsidiary; or

                           3.     orders the liquidation of the Borrower or
                                  any Significant Subsidiary or any group of
                                  Subsidiaries that, taken together, would
                                  constitute a Significant Subsidiary;

                           or any similar relief is granted under any foreign
                           laws and the order, decree or relief remains unstayed
                           and in effect for 60 consecutive days; or

                  g.    failure by the Borrower or any of its Subsidiaries to
                        pay final judgments not subject to appeal aggregating
                        in excess of $10,000,000 (net of applicable insurance
                        coverage which is acknowledged in writing by the
                        insurer), which judgments are not paid, discharged or
                        stayed for a period of 60 days following the entry of
                        the final judgment or order that causes the aggregate
                        amount for all such final judgments or orders
                        outstanding and not paid, discharged or stayed to
                        exceed $10,000,000.

         3.   Certain Definitions. As used in this Note, the following terms
shall have the following meanings:

              "Bankruptcy Law" means all applicable U.S. federal and state laws
relating to bankruptcy, insolvency, winding up, administration, receivership and
other similar matters and any similar foreign law for the relief of creditors.

              "Default" means any event or condition which constitutes an Event
of Default or which upon notice, lapse of time, or both, would constitute an
Event of Default.


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              "Designated Representative" means the trustee, agent or other
representative of the holders of any Designated Senior Indebtedness.

              "Designated Senior Indebtedness" means any Senior Indebtedness the
principal amount of which is $100 million or more and that has been designated
by the Borrower as Designated Senior Indebtedness.

              "Indebtedness" means, with respect to any Person, any indebtedness
of such Person, whether or not contingent, in respect of borrowed money or
evidenced by bonds, notes, debentures or similar instruments or letters of
credit (or reimbursement agreements in respect thereof) or bankers' acceptances
or representing capital lease obligations or the balance deferred and unpaid of
the purchase price of any property, except any such balance that constitutes an
accrued expense or trade payable, if and to the extent any of the foregoing
(other than letters of credit and hedging obligations) would appear as a
liability upon a balance sheet of such Person prepared in accordance with US
GAAP, as well as all Indebtedness of others secured by a lien on any asset of
such Person (whether or not such Indebtedness is assumed by such Person) and, to
the extent not otherwise included, the guarantee by such Person of any
indebtedness of any other Person. The amount of any Indebtedness outstanding as
of any date shall be (i) the accreted value thereof, in the case of any
Indebtedness issued with original issue discount, and (ii) the principal amount
thereof, together with an interest thereon that is more than 30 days past due,
in the case of any other Indebtedness.

              "Person" means any individual, corporation, partnership, limited
liability company, joint venture, association, joint-stock company, trust,
unincorporated organization, government or any agency or political subdivision
thereof or any other entity.

              "Senior Indebtedness" means all Indebtedness of the Borrower
including interest thereon, whether outstanding on the date hereof or thereafter
incurred, unless in the instrument creating or evidencing the same or pursuant
to which the same is outstanding it is provided that such obligations are not
superior in right of payment to this Note; provided, however, that Senior
Indebtedness shall not include (1) any obligation of the Borrower to any
Subsidiary, (2) any liability for Federal, state, local or other taxes owed or
owing by the Borrower, and (3) any accounts payable or other liability to trade
creditors arising in the ordinary course of business (including Guarantees
thereof or instruments evidencing such liabilities).

              "Significant Subsidiary" means any Subsidiary that would be a
"Significant Subsidiary" of the Borrower within the meaning of Rule 1-02 under
Regulation S-X promulgated by the U.S. Securities and Exchange Commission.

              "Subsidiary" means, with respect to any Person, (i) any
corporation, association or other business entity of which more than 50% of the
total voting power of shares of capital stock entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers or
trustees thereof is at the time owned or controlled, directly or indirectly, by
such Person or one or more of the other Subsidiaries of that Person (or a
combination thereof) and (ii) any partnership, joint venture, limited liability
company or similar entity of which more than 50% of the capital accounts,
distribution rights, total equity and voting interests or general or limited
partnership interests, as applicable, are owned or controlled, directly or
indirectly, by


                                      -4-
<PAGE>   5
such Person or one or more of the other Subsidiaries of that Person or a
combination thereof whether in the form of membership, general, special or
limited partnership or otherwise.

              "US GAAP" means generally accepted accounting principles set forth
in the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entities as have been approved by a significant segment
of the accounting profession, which are in effect from time to time, and with
respect to the Borrower, consistent with Instinet Group Incorporated's public
financial statements filed with the Securities and Exchange Commission.

         4.   Loss, Theft, Destruction or Mutilation. Upon receipt of evidence
satisfactory to the Borrower of the loss, theft, destruction or mutilation of
this Note and, in the case of such loss, theft or destruction, upon delivery to
the Borrower of an indemnity undertaking reasonably satisfactory to the
Borrower, or, in the case of any such mutilation, upon surrender of this Note to
the Borrower, the Borrower will issue a new note, of like tenor and principal
amount, in lieu of or in exchange for such lost, stolen, destroyed or mutilated
Note. Upon the issuance of any substitute Note, the Borrower may require the
payment to it of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other reasonable expenses in
connection therewith.

         5.   Notices and Demands.

              All notices, demands and other communications provided for in this
Note or made under this Note shall be in writing and shall be deemed to have
been duly given if delivered by hand (whether by overnight courier or otherwise)
or sent by registered or certified mail, return receipt requested, postage
prepaid, to the Person to whom it is directed:

              (a)      If to Holder, to it at the following address:

                       Fleet Street Finance Inc.
                       c/o Delaware Trust Capital Management Inc.
                       300 Delaware Avenue, 9th Floor
                       Wilmington, Delaware 19801
                       Attn:   -

              with a copy to:

                       Simpson Thacher & Bartlett
                       425 Lexington Avenue
                       New York, New York 10017-3954
                       Attn: Vincent Pagano, Esq.

              (b)      If to the Borrower, to it at the following address:

                       Instinet Global Holdings Inc.
                       3 Times Square


                                      -5-
<PAGE>   6
                       New York, New York 10036
                       Attn:  General Counsel

              with a copy to:

                       Cleary, Gottlieb, Steen & Hamilton
                       One Liberty Plaza
                       New York, New York  10006
                       Attn:  Alan L. Beller, Esq.

         6.   Present Intent. By acceptance of this Note, the Holder
acknowledges that this Note is being acquired without a present intention of
resale or distribution, and that this Note will not be transferred, pledged or
otherwise disposed of by the Holder in the absence of an effective registration
statement under the Securities Act of 1933, as amended (the "Securities Act"),
or an opinion of counsel (including in-house counsel) reasonably satisfactory to
the Borrower that such registration is, under the circumstances, not required.

         7.   Subordination.

              7.1 Subordination Agreement. The Borrower, for itself, its
successors and assigns, covenants and agrees, and the Holder of this Note by its
acceptance hereof likewise covenants and agrees, that, subject to the other
terms and provisions of this Note, the payment of the principal of and interest
on, and all other amounts due with respect to this Note is hereby wholly
subordinated and junior in right of payment, to the extent and in the manner
hereinafter set forth herein, to prior payment in full of all Senior
Indebtedness of the Borrower now or hereafter incurred. The provisions of this
Section 7 shall constitute a continuing offer to all persons who, in reliance
upon such provisions, become holders of, or continue to hold, Senior
Indebtedness. All present and future holders of Senior Indebtedness shall be
deemed to hold such Senior Indebtedness in reliance upon the provisions of this
Section 7. The provisions of this Section 7 are made for the benefit of the
holders of Senior Indebtedness, and such holders are hereby made obligees
hereunder to the same extent as if their names were written herein as such, and
they, or each of them, shall at any time be entitled to enforce these provisions
against the Borrower or against the Holder of this Note without joining the
Borrower as a party. The Holder acknowledges that the creation and existence of
Senior Indebtedness shall not constitute a default under or contravene any
provision of this Note. The Holder shall execute and deliver to any holder or
holders of Senior Indebtedness such proofs of claim, assignments of claim and
other instruments as may be requested by the holder or holders of Senior
Indebtedness or their representatives to enforce all claims upon or in respect
of this Note pursuant to this Section 7, if no such proof of claim, assignment
of claim or other instrument is filed by the Holder before ten (10) days prior
to the date established by rule of law or order of court for such filing.

              7.2 Maturity of Senior Indebtedness. Upon the maturity of any
Designated Senior Indebtedness by lapse of time, acceleration, redemption
obligation or otherwise, all principal thereof, premium, if any, and interest
due thereon, together with all fees and other expenses incurred to the holders
of the Designated Senior Indebtedness and with respect thereto, shall first be
paid in full, or such payment duly provided for in cash or in a manner
satisfactory to


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<PAGE>   7
the holder or holders of such Designated Senior Indebtedness, before any payment
is made on account of the principal of, and all other amounts due with respect
to, this Note.

              7.3 Default on Senior Indebtedness. No payment on account of
principal of, premium or interest on, or other amounts due with respect to this
Note shall be made, during a single continuous period of 179 days (the
"Standstill Period") (x) commencing on the first date on which the Borrower and
the Holder have each received written notice from the Designated Representative
declaring the commencement of the Standstill Period as a result of (i) there
having occurred a default in any payment of principal of, premium or interest
on, or fees or other expenses incurred to the holders of the Designated Senior
Indebtedness with respect to, any Designated Senior Indebtedness beyond any
applicable grace period with respect thereto, or (ii) there having occurred an
event of default (other than a default in the payment of amounts due thereon)
with respect to any Designated Senior Indebtedness, as defined in the instrument
under which the same is outstanding, beyond any applicable grace period with
respect thereto, permitting the holders thereof to accelerate the maturity
thereof, and such event of default shall not have been cured or waived or shall
not have ceased to exist and (y) ending on the earliest of (i) 179 days
following the commencement of such period, (ii) the date on which all such
defaults and events of default are cured, waived or cease to exist, (iii) the
date on which the Designated Senior Indebtedness is paid in full or otherwise
discharged or (iv) the date on which the Standstill Period shall have been
terminated in writing by the Designated Representative, after which the Borrower
shall promptly resume making any and all required payments in respect of this
Note, including any missed payments. In the event that notwithstanding the
provisions of this Section 7.3, the Borrower shall during the Standstill Period
make any payment of principal of, interest on, or other amounts due with respect
to this Note to the Holder after receipt by the Holder of written notice from
the Designated Representative of the commencement of the Standstill Period, then
such payment shall be held by the Holder in trust for the benefit of, and shall
be paid forthwith over and delivered to, the holders of Senior Indebtedness (pro
rata as to each of such holders on the basis of the respective amounts of Senior
Indebtedness held by them after due written notice of the names of such holders
and the respective amount of the indebtedness held by such holders) or their
representative or representatives, for application to the payment of all Senior
Indebtedness remaining unpaid, to the extent necessary to pay all Senior
Indebtedness remaining unpaid in full in accordance with the terms of such
Senior Indebtedness after giving effect to any concurrent payment or
distribution to or for the holders of Senior Indebtedness.

              7.4 Dissolution, Liquidation or Reorganization. Upon any
distribution of assets of the Borrower pursuant to any dissolution, winding up,
total or partial liquidation or reorganization of the Borrower (whether in
bankruptcy, insolvency or receivership proceedings or upon an assignment for the
benefit of creditors or otherwise),

                  a.       the holders of all Senior Indebtedness shall first be
                           entitled to receive payment in full of the principal
                           thereof, premium, if any, and interest due thereon,
                           together with all fees and other expenses incurred
                           with respect thereto, before the Holder shall be
                           entitled to receive any payment on account of
                           principal of, interest on, and all other amounts due
                           with respect to this Note (other than payment in
                           shares of stock of the Borrower as reorganized or
                           readjusted, or


                                      -7-
<PAGE>   8
                           securities of the Borrower or any other corporation
                           provided for by a plan of reorganization or
                           readjustment, which stock and securities are
                           subordinated to the payment of all Senior
                           Indebtedness and securities received in lieu thereof
                           which may at the time be outstanding).

                  b.       any payment or distribution of assets of the Borrower
                           of any kind or character, whether in cash, property
                           or securities (other than shares of stock of the
                           Borrower as reorganized or readjusted, or securities
                           of the Borrower or any other corporation provided for
                           by a plan of reorganization or readjustment, which
                           stock and securities are subordinated to the payment
                           of all Senior Indebtedness and securities received in
                           lieu thereof which may at the time be outstanding),
                           to which the holder of this Note would be entitled
                           except for the provisions of this Section 7 shall be
                           paid by the liquidating trustee or agent or other
                           person making such payment or distribution, whether a
                           trustee in bankruptcy, a receiver or liquidating
                           trustee or other trustee or agent, directly to the
                           holders of Senior Indebtedness or their
                           representative or representatives, to the extent
                           necessary to make payment in full of all Senior
                           Indebtedness remaining unpaid, after giving effect to
                           any concurrent payment or distribution or provision
                           therefor to the holders of such Senior Indebtedness.

                  c.       in the event that notwithstanding the foregoing
                           provisions of this Section 7.4, any payment or
                           distribution of assets of the Borrower (including,
                           without limitation, any received by set-off or as
                           damages) of any kind or character, whether in cash,
                           property or securities (other than shares of stock of
                           the Borrower as reorganized or readjusted, or
                           securities of the Borrower or any other corporation
                           provided for by a plan of reorganization or
                           readjustment, which stock and securities are
                           subordinated to the payment of all Senior
                           Indebtedness and securities received in lieu thereof
                           which may at the time be outstanding), shall be
                           received by the Holder of this Note in respect of
                           obligations owed to the Holder under this Note before
                           all Senior Indebtedness is paid in full, or effective
                           provision made for its payment, such payment or
                           distribution shall be received and held in trust for
                           and shall be paid over to the holders of the Senior
                           Indebtedness remaining unpaid or unprovided for or
                           their representative or representatives (after due
                           written notice of the names of such holders and the
                           respective amounts payable to them by the Holder of
                           this Note), for application to the payment of such
                           Senior Indebtedness until all such Senior
                           Indebtedness shall have been paid in full, after
                           giving effect to any concurrent payment or
                           distribution or provision therefor to the holders of
                           such Senior Indebtedness.


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<PAGE>   9
              7.5 Subrogation. After all Senior Indebtedness is paid in full and
until the Notes are paid in full, the Holder shall be subrogated to the rights
of the holders of such Senior Indebtedness to receive payments or distributions
of assets of the Borrower made on such Senior Indebtedness; and for the purposes
of such subrogation, no payments or distributions to holders of such Senior
Indebtedness of any cash, property or securities to which the Holder of this
Note would be entitled except for the provisions of this Section 7, and no
payment pursuant to the provisions of this Section 7 to holders of such Senior
Indebtedness by the Holder, shall, as among the Borrower, its creditors other
than holders of such Senior Indebtedness and the Holder, be deemed to be a
payment by the Borrower to or on account of such Senior Indebtedness, it being
understood that the provisions of this Section 7 are solely for the purpose of
defining the relative rights of the holders of such Senior Indebtedness, on the
one hand, and the Holder, on the other hand.

              If any payment or distribution to which the Holder would otherwise
have been entitled but for the provisions of this Section 7 shall have been
applied, pursuant to the provisions of this Section 7, to the payment of amounts
payable under the Senior Indebtedness, then and in such case the Holder shall be
entitled to receive from the holders of such Senior Indebtedness at the time
outstanding any payments or distributions received by such holders of Senior
Indebtedness in excess of the amount sufficient to pay all amounts payable under
or in respect of such Senior Indebtedness in full.

              7.6 Obligation of the Borrower. The provisions of this Section 7
are solely for the purposes of defining the relative rights of the Holder of
this Note and the holders of Senior Indebtedness. Nothing contained in this
Section 7 or elsewhere in this Note is intended to or shall impair, as between
the Borrower and the Holder, the obligation of the Borrower, which is absolute
and unconditional, to pay the Holder the principal of and interest on, and all
other amounts due with respect to this Note as and when the same shall become
due and payable in accordance with its terms or is intended to or shall affect
the relative rights of the Holder and creditors of the Borrower other than the
holders of Senior Indebtedness; nor shall anything herein prevent the Holder
from exercising all remedies otherwise permitted by applicable law or under this
Note upon default, subject to the provisions of this Section 7 hereof and the
rights, if any, under this Section 7 of the holders of Senior Indebtedness in
respect of cash, property or securities of the Borrower received upon the
exercise of any such remedy. Upon any distribution of assets of the Borrower
referred to in this Section 7, the Holder of this Note shall be entitled to rely
upon any order or decree made by any court of competent jurisdiction in which
such dissolution, winding up, liquidation or reorganization proceedings are
pending, or a certificate of the liquidating trustee or agent or other person
making any distribution to the Holder of this Note, for the purpose of
ascertaining the persons entitled to participate in such distribution, the
holders of the Senior Indebtedness and other indebtedness of the Borrower, the
amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Section 7. The failure
to make a payment of principal of or interest on, or other amounts due under,
this Note by reason of any provision of this Section 7 shall not be construed as
preventing the occurrence of a default under this Note.

              7.7 Effect of Acts or Omissions. No right of any present or future
holders of any Senior Indebtedness to enforce subordination as herein provided
shall at any time in any way be prejudiced or impaired by any act or failure to
act on the part of the Borrower or by any act or


                                      -9-
<PAGE>   10
failure to act, in good faith, by any such holder, or by any noncompliance by
the Borrower with the terms, provisions and covenants of this Note, regardless
of any knowledge thereof which any such holder may have or be otherwise charged
with.

              7.8 No Implied Covenants. With respect to the holders of Senior
Indebtedness, the Holder shall be required to observe only such obligations as
are specifically set forth in this Section 7, and no implied covenants or
obligations with respect to the holders of Senior Indebtedness shall be read
into this Section 7 against the Holder. The Holder shall not be deemed to have
any fiduciary duty to the holders of the Senior Indebtedness.

         8.   Miscellaneous Provisions.

              8.1 No Oral Modifications. Neither this Note nor any term of this
Note may be changed, waived, discharged or terminated orally, but may only be
amended or modified by an instrument in writing signed by the Holder and the
Borrower.

              8.2 Binding Effect. This Note shall be binding upon and inure to
the benefit of the Borrower, the Holder of this Note and their respective heirs,
successors and assigns.

              8.3 Governing Law, Jurisdiction; Jury Trial Waiver. This Note
shall be governed by, and construed and interpreted in accordance with, the law
of the State of New York. The Borrower hereby irrevocably submits to the
exclusive jurisdiction of the United States District Court for the Southern
District of New York located in the borough of Manhattan in the City of New
York, or, if such court does not have jurisdiction, the Supreme Court of the
State of New York, New York County, for the purposes of any suit, action or
other proceeding arising out of this Note. The Borrower and hereby further
agrees that service of any process, summons, notice or document by U.S.
registered mail to its address set forth in Section 6 shall be effective service
of process for any action, suit or proceeding in New York with respect to any
matters to which it has submitted to jurisdiction as set forth above in the
immediately preceding sentence. Each of the parties hereto irrevocably and
unconditionally waives, to the extent permitted by applicable law, any objection
to the laying of venue of any action, suit or proceeding arising out of this
Note in (a) the United States District Court for the Southern District of New
York or (b) the Supreme Court of the State of New York, New York County, and
hereby further irrevocably and unconditionally waives, to the extent permitted
by applicable law, and agrees not to plead or claim in any such court that any
such action, suit or proceeding brought in any such court has been brought in an
inconvenient forum. To the extent permitted by applicable law, the Borrower
waives the right to trial by jury in any such action or proceeding.

              8.4 Recourse. Recourse under this Note shall be to the assets of
the Borrower only and in no event to the officers, directors or stockholders of
the Borrower.

              8.5 Assignability. The Holder may sell, assign, transfer or
otherwise hypothecate ("Transfer") this Note to any other Person. If any
interest in this Note is Transferred in compliance with this Section 8.5, this
Note shall be cancelled, and the Borrower shall execute and deliver a new note
(in substantially the form of this Note) to each Person to whom an interest in
this Note has been Transferred in an aggregate principal amount equal to such
Person's interest in this Note.


                                      -10-
<PAGE>   11
              8.6 Costs. The Borrower will pay all reasonable costs and expenses
of collection, including attorneys' fees and disbursements, appraiser's fees and
court costs, incurred or paid by the Holder in enforcing this Note, to the
extent permitted by law, including all costs and reasonable attorneys' fees
incurred in any appeal, bankruptcy proceeding, or other proceeding.



                                      -11-
<PAGE>   12
         IN WITNESS WHEREOF, the Borrower has caused this Amended and Restated
Note to be executed in its corporate name by its duly authorized officer this -
day of [May], 2001.



                                       INSTINET GLOBAL HOLDINGS INC.


                                       By:
                                           -------------------------------------
                                           Name:  Mark Nienstedt
                                           Title: [Executive Vice President]



Agreed and Accepted:

FLEET STREET FINANCE INC.


By:
    ------------------------------
    Name:  Joan L. Dobezynski
    Title: [Assistant Secretary]



                                      -12-