EMPLOYMENT AGREEMENT

                              EMPLOYMENT AGREEMENT

          EMPLOYMENT AGREEMENT, dated as of October 30, 2005 (this "Agreement"),

     between OPTIONABLE,   INC., a Delaware corporation ("Employer") and KEVIN P.

     CASSIDY ("Employee").

                               W I T N E S S E T H:

                              - - - - - - - - - -

          WHEREAS,   Employer is engaged in the business of providing trading and

brokerage services to brokerage firms, financial   institutions,   energy traders,

and hedge funds, and developing an automated electronic trading system; and

          WHEREAS,   Employee seeks to be employed by Employer and Employer seeks

to so engage Employee as its Chief Executive Officer and Vice Chairman;

          NOW, THEREFORE,   in consideration of the mutual covenants and promises

herein   contained,   and other good and valuable   consideration,   the receipt and

sufficiency   of which are hereby   acknowledged,   the parties   hereto,   intending

legally to be bound, agree as follows.

           1. Employment. Employer agrees to employ Employee and Employee accepts

employment   with   Employer,   on the   terms   and   conditions   set   forth   in this

Agreement.

          2. Term of Employment.   Employer hereby employs   Employee and Employee

hereby accepts   employment for a term commencing on the date first written above

(the   "Commencement   Date"),   and expiring on that date five (5) years after the

Commencement   Date,   unless   sooner   terminated   as   hereinafter   provided   (the

"Employment Period"). This Agreement shall be renewable for succeeding terms, if

any   (each of the   Employment   Period   and each   successive   term of   employment

hereunder,   a "Term") only by written agreement by Employer and Employee entered

into within   thirty (30) days prior to the   expiration of the then current Term.

In the absence of such renewal, this Agreement shall terminate at the end of the

then current Term.

          3. Duties During   Employment.   Employee   shall be employed by Employer

during each Term as its Chief Executive   Officer.   As soon as practicable   after

the execution and delivery of this agreement,   the Board of Directors shall vote

on the election of Employee as a Director of Employer.

          In carrying out his duties under this   Agreement,   Employee shall have

such   powers   and   duties   usually   incident   to the   office of Chief   Executive

Officer.   Employee   shall have authority do such acts and to make such contracts

as are   necessary or proper to carry on the business of Employer,   including but

not limited to:

          (a)   managing and overseeing the brokerage operations of the Employer;

          (b)   managing and overseeing the marketing operations of the Employer;

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          (c)   management and oversight of employees of the Employer;

          (d)   leading   senior   level   management   and   participating   in   Board

               meetings at the request of the directors; and

          (e)   use of his   best   efforts   to carry   into   effect   the   policies,

               initiatives and directives of the Board.

          Employee agrees that he shall devote no less than eighty (80%) percent

of his working time to carrying out his duties and obligations hereunder.   It is

expressly   acknowledged,   however,   that,   subject   to the   preceding   sentence,

Employee   shall be   permitted   to   continue   to be   active in and   pursue   other

business   activities and opportunities   (whether or not now existing)   provided,

that while   employed   hereunder he shall not engage in any other   business   that

competes   directly or indirectly   with   Employer.   Moreover,   and subject to the

first sentence of this paragraph and the Employee's duty of loyalty to Employer,

it is   understood   that   Employee may engage in personal   activities of a civic,

charitable or educational nature and may manage his personal investments.

          4. Place of Performance.

          Employee's   place of employment   shall be Briarcliff   Manor,   New York

("Place of   Performance")   and shall not be   changed   without   Employee's   prior

written consent.

          5.   Compensation.   As   compensation   for   all   of the   services   to be

rendered hereunder, whether or not anticipated as being within the scope of this

Agreement, Employer shall compensate Employee as follows.

           (a)   Employee's   gross salary   during the   Employment   Period   ("Fixed

Compensation") shall be as follows:

               (i)   upon entering into this agreement, $20,833;

               (ii) from October 30, 2005 to December 31, 2005, $46,875;

               (iii) from January 1 to December 31, 2006, $275,000;

               (iv) from January 1, 2007 to December 31, 2007,,$300,000;

               (v)   from January 1 to December 31, 2008, $325,000; and

               (vi) from January 1, 2009 to December 31, 2009: $350,000;

          payable in accordance with the Employer's regular payroll policies and

subject to usual payroll deductions provided by law.

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          (b) During the Employment Period and beginning with the first month of

the quarter in which the amount payable to Employee, pursuant to the Addendum to

Master Service Agreement dated April 12, 2005, is fully paid, Employer shall pay

Employee (i) cash compensation   amounting to five percent (5%) of Gross Revenues

of Employer, and (ii) stock compensation ("Stock Compensation") amounting to two

percent   (2%)   of   the   Gross   Revenues   of   Employer   (together   the   "Variable

Compensation").   Gross Revenue is defined as the total gross revenue   related to

any all aspects of the brokerage   business,   including   incentive   received from

exchanges,   based on generally   accepted   accounting   principles.   Stock will be

granted at fair value at the date of grant.   The Variable   Compensation   will be

paid (in the case of cash) and   issued   (in the case of   stock)   on a   quarterly

basis. It is understood that shares of Employer's common stock   constituting the

Stock   Compensation will be "restricted   stock," as such term is defined in Rule

144 of the Securities and Exchange Commission.

           (c) Employer shall issue common stock purchase   options to Employee to

purchase that number of shares of common stock equal to twenty   percent (20%) of

the   number of shares of common   stock   issuable   under   warrants   which   become

exercisable   pursuant to any Order Flow Agreements.   Order Flow Agreements being

those agreements in which the Employer has agreed to issue warrants to an entity

based on the volume of orders   that such   entity has placed   with the   Employer.

Such options will be   Non-Statutory   Stock Options granted under Employer's 2004

Stock   Option   Plan (the   "Plan") at fair value at the date of grant and will be

fully-vested upon grant.

          (d)   Employer   shall issue to Employee   5,000   common   stock   purchase

options   each time a firm   registers   with and executes its first 10,000 lots on

Employer's   OPEX   platform.   The total   number of options   issueable   under this

Section 5(d) will be limited to   2,500,000.   Such options will be   Non-Statutory

Options