Optimark Holdings Inc Watch

from 8-K ~5 pages Amendment No. 4, Dated as of January 31, 2003 (The “Amendment”) to the Employment Agreement Dated as of August 16, 2001 (As Previously Amended, the “Agreement”), 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. Whereas, the Executive’s Last Day of Full-Time Employment With the Company Was on January 15, 2003; Whereas, the Executive Will Continue to Be Employed by the Company on a Part-Time Basis; and Whereas, the Company and the Executive Desire to Amend the Agreement in Accordance With the Terms Hereof. Accordingly, in Consideration of the Premises and Mutual Covenants Contained Herein and for Other Good and Valuable Consideration, the Receipt and Adequacy of Which Are Mutually Acknowledged, the Company and the Executive Agree to Amend the Agreement as Follows: Section 1.01. Amendment to Section 2. Section 2 of the Agreement Is Hereby Amended and Restated in Its Entirety to Read as Follows

from 10-Q ~5 pages Amendment to Employment Agreement

from 10-Q ~10 pages Separation Agreement

from 10-K 1 page Employee Letter Agreement

from 10-K ~5 pages Separation Agreement

from 10-K ~5 pages Amendment to Employee Agreement

from 10-K ~5 pages Employee Agreement (Version II)

from 10-K ~5 pages Employee Letter Agreement

from 10-K ~5 pages Amendment to Employee Agreement

from 10-K ~5 pages Employee Agreement (Version II)

from 10-K ~5 pages Employee Letter Agreement

from 10-K ~5 pages Employee Agreement (Version II)

from 10-K 1 page Employee Letter Agreement

from 10-K 1 page Second Amended and Restated Promissory Note

from 10-Q ~5 pages Separation Agreement

from 10-Q ~5 pages 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. the Company and the Executive Desire to Amend the Agreement in Accordance With the Terms Hereof. Accordingly, in Consideration of the Premises and Mutual Covenants Contained Herein and for Other Good and Valuable Consideration, the Receipt and Adequacy of Which Are Mutually Acknowledged, the Company and the Executive Agree to Amend the Agreement as Follows: Section 1.01. Amendment to Section 4. Section 4 of the Agreement Is Hereby Amended and Restated in Its Entirety to Read as Follows

from 10-Q ~20 pages (I) the Executive Is Convicted of a Felony, Any Act Involving Moral Turpitude, or a Misdemeanor Where Imprisonment in Excess of 15 Days Is Imposed; or (II) the Executive Engages in Conduct That Constitutes Gross Negligence or Gross Misconduct in Carrying Out His Duties Under This Agreement Which Results in Material Harm to the Company; (III) the Executive’s Failure or Inability to Perform Any Reasonable Assigned Duties, or Material Breach or Violation of Any Covenant, Term or Provision of This Agreement, Which Results in Material Harm to the Company and Which Is Not Cured Within Ten (10) Days Following Written Notice to the Executive (If Such Failure, Inability, or Material Breach or Violation Can Reasonably Be Cured by Executive’s Actions)

from 10-Q 1 page Material contract

from 10-Q 1 page Material contract

from 10-Q 1 page Material contract