SERVICE AND REPURCHASE AGREEMENT

                                                                    Exhibit 10.1


                        SERVICE AND REPURCHASE AGREEMENT


                  This Master Services Agreement (the "Agreement"),   is entered
into as of January 31, 2007, by and between Optionable,Inc., a Delaware
corporation   ("Optionable"),   Opex   International,   Inc., a New York Corporation
("OPEX"),   and Kevin   D'Andrea, a shareholder of OPEX.

                  WHEREAS, Optionable owns and operates an Over-the-Counter
("OTC") derivatives brokerage business;

                  WHEREAS, OPEX operates a Natural Gas and Crude Oil brokerage
business on the floor of the New York Mercantile Exchange (the "Floor Brokerage
Business");

                  WHEREAS, Optionable will provide business development,
support, and administrative services to OPEX for a fee;

                  WHEREAS, Kevin D'Andrea owns 51% of the issued and outstanding
shares of common stock of OPEX for an initial investment of $5,100;

                  WHEREAS, Optionable owns 49% of the issued and outstanding
shares of common stock of OPEX and 100% of the issued and outstanding shares of
preferred stock of OPEX, for a total investment of $494,000;

                  WHEREAS, the parties wish to restrict the share ownership of
OPEX to its current owners;

                  NOW, THEREFORE, for good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereby agree
as follows:

1. Floor Brokerage Services: Optionable will provide business development,
support, and administrative services to OPEX in support of the Floor Brokerage
Business. In consideration for such services, Optionable will charge to OPEX the
following:

o         110% of the business development, support, and administrative services
         expenses incurred directly and indirectly by Optionable in connection
         with the floor brokerage business of OPEX. Such expenses include, but
         are not limited to, fixed and variable compensation of personnel
         associated with the floor brokerage business, business development
         expenses, sales and marketing expenses, seat lease, and a portion of
         the administrative costs incurred by Optionable to support the floor
         business brokerage.

o         This charge is payable monthly in arrears to Optionable, out of
         available working capital of OPEX. Optionable shall send a reasonably
         detailed invoice to OPEX on or before the tenth business day of each
         month, setting forth the charges for the immediately prior month.

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o         All invoices shall be due and payable within 30 calendar days. Unpaid
         amounts shall bear interest at the rate of 9% a month from and after
         such 30th day until paid in full.

2. Kevin D'Andrea hereby grants Optionable an option to purchase his 5,100
shares of OPEX for [confidential treatment request has been submitted]. This
option may be exercised by Optionable at any time during a term (the "Term")
commencing on the date hereof and terminating 10 years from the date hereof.

o         The option may only be exercised for the entire 5,100 shares; partial
         exercises are not permitted.

o         The option shall be exercised by delivery of the Exercise Notice,
         attached hereto as Exhibit A, to Kevin D'Andrea (or to his executor or
         legal representative, in the event he is deceased or disabled),
         together with the full purchase price.

o         Kevin D'Andrea shall deliver to Optionable the certificate(s)
         representing the 5,100 shares within five days after delivery of the
         Exercise Notice. If the certificates are not timely delivered, they
         shall be deemed cancelled, and Optionable shall be entitled to a new
          certificate for the 5,100 shares, and shall be deemed to be the bona
         fide owner thereof for all intents and purposes.

o         In the event Kevin D'Andrea resigns from his position at OPEX,
         Kevin D'Andrea must give 90 days notice to OPEX's board of directors.

3. Kevin D'Andrea may only sell his shares to Optionable. In addition, it is the
intent of the parties that, upon exercise of its option, Optionable will be
transferred ownership of the 5,100 shares free and clear of all liens and
encumbrances. Accordingly, Kevin D'Andrea agrees not to borrow against, permit a
lien to be placed on, or otherwise directly or indirectly encumber his shares.
In addition, during the Term of the option OPEX shall not issue any additional
shares of its capital stock (including instruments exercisable for, or
convertible into, shares of its capital stock), without the prior written
consent of Optionable.

4. Representations and Warranties

      a. Optionable hereby represents and warrants that:

             i.   it has all requisite corporate or other power and authority to
                execute and deliver this Agreement a