0000913355-01-500191 Sample Contracts

AMENDMENT TO THE SERIES E PREFERRED STOCK PURCHASE AGREEMENT
Series E Preferred Stock Purchase Agreement • November 14th, 2001 • Optimark Holdings Inc • Services-business services, nec • New York

This Amendment to the Series E Preferred Stock Purchase Agreement (the "Amendment") is entered into as of August 16, 2001, by and among OptiMark Holdings, Inc., a Delaware corporation (the "Company"), and each of the entities, severally and not jointly, whose names are set forth on the signature pages hereto.

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Contract
Employment Agreement • November 14th, 2001 • Optimark Holdings Inc • Services-business services, nec • New York

AMENDMENT NO. 1 dated as of August 16, 2001 (the "Amendment") to the EMPLOYMENT AGREEMENT (the "Agreement") dated as of August 16, 2001, between OPTIMARK HOLDINGS, INC., a Delaware corporation (the "Company"), and ROBERT J. WARSHAW, an individual (the "Executive"). Capitalized terms used herein without definition shall have the meanings ascribed to them in the Agreement. All references below to "Sections" are to the corresponding Sections of the Agreement.

SEPARATION AGREEMENT
Separation Agreement • November 14th, 2001 • Optimark Holdings Inc • Services-business services, nec • New Jersey

The following sets forth an Agreement between Optimark, Inc. (the “Company”) and James G. Rickards (“Employee”) regarding his separation from employment with the Company.

Contract
Employment Agreement • November 14th, 2001 • Optimark Holdings Inc • Services-business services, nec • New York

EMPLOYMENT AGREEMENT, dated as of August 16, 2001 (this “Agreement”), between OPTIMARK HOLDINGS, INC., a Delaware corporation (the “Company”), and ROBERT J. WARSHAW, an individual (the “Executive”).

AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 14th, 2001 • Optimark Holdings Inc • Services-business services, nec • New York

This Amendment to the Registration Rights Agreement (the “Amendment”) is entered into as of August 16, 2001, by and among OptiMark Holdings, Inc., a Delaware corporation (the “Company”), and each of the entities whose names are set forth on the signature pages hereto.

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