ex10-3.htm


    Exhibit
10.3

    
      


       

      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 $494,900;

       

      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:

       

      
        	
                 
      

              	
                ·

              	
                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.

              


      

       

      
        	
                 
      

              	
                ·

              	
                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.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                 
      

              	
                ·

              	
                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 $20,400.  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.

       

      
        	
                 
      

              	
                ·

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

              


      

       

      
        	
                 
      

              	
                ·

              	
                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.

              


      

       

      
        	
                 
      

              	
                ·

              	
                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.

              


      

       

      
        	
                 
      

              	
                ·

              	
                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 and to perform its obligations hereunder;
      and

              


      

       

      
        	
                 
      

              	
                ii.

              	
                this
      Agreement has been duly executed and delivered by Optionable and
      constitutes the legal, valid and binding obligation of Optionable,
      enforceable against it in accordance with its terms, except as
      enforceability may be limited by applicable bankruptcy, insolvency,
      reorganization, moratorium or other laws relating to or affecting the
      rights and remedies of creditors generally and by general principles of
      equity (regardless of whether in equity or at
  law).

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                 
      

              	
                b.

              	
                OPEX
      hereby represents and warrants
that:

              


      

       

      
        	
                 
      

              	
                i.

              	
                it
      has all requisite corporate or other power and authority to execute and
      deliver this Agreement and to perform its obligations hereunder;
      and

              


      

       

      
        	
                 
      

              	
                ii.

              	
                this
      Agreement has been duly executed and delivered by OPEX and constitutes the
      legal, valid and binding obligation of OPEX, enforceable against it in
      accordance with its terms, except as enforceability may be limited by
      applicable bankruptcy, insolvency, reorganization, moratorium or other
      laws relating to or affecting the rights and remedies of creditors
      generally and by general principles of equity (regardless of whether in
      equity or at law).

              


      

       

      
        	
              	
                c. 

              	
                Kevin
      D’Andrea hereby represents and warrants
that:

              


      

       

      
        	
                 
      

              	
                i.

              	
                he
      has all requisite power and authority to execute and deliver this
      Agreement and to perform his obligations
  hereunder;

              


      

       

      
        	
                 
      

              	
                ii.

              	
                this
      Agreement has been duly executed and delivered by him and constitutes the
      legal, valid and binding obligation of him, enforceable against him in
      accordance with its terms, except as enforceability may be limited by
      applicable bankruptcy, insolvency, reorganization, moratorium or other
      laws relating to or affecting the rights and remedies of creditors
      generally and by general principles of equity (regardless of whether in
      equity or at law);

              


      

       

      
        	
                 
      

              	
                iii.

              	
                he
      is the record and beneficial owner of the 5,100 shares, which he owns free
      and clear of all liens and
encumbrances.

              


      

       

      5.      Board of
Directors

       

      
        	
                 
      

              	
                a.

              	
                The
      Board of Directors of OPEX shall consist of three members, two of whom
      shall be designees of Optionable (the “Optionable Directors”) and one of
      whom shall be a designee of Kevin D’Andrea (the “OPEX
      Director”).  The Optionable Directors may not be removed or
      replaced, except (i) by action of Optionable or (ii) upon termination or
      expiration of this Agreement.

              


      

       

      
        	
                 
      

              	
                b.

              	
                The
      initial Optionable Directors shall be Kevin Cassidy and Edward J.
      O’Connor.  The initial OPEX Director shall be Kevin
      D’Andrea.

              


      

       

      
        	
                 
      

              	
                c.

              	
                OPEX
      and Kevin D’Andrea shall take all appropriate action to ensure that the
      OPEX charter documents are appropriately modified, if necessary, to
      effectuate the actions required by this Section
  5.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      6.      Termination

       

      The
obligations of the parties under Section 1 of this Agreement shall terminate
upon the occurrence of the following events:

      
        	
                 
      

              	
                ·

              	
                Bankruptcy,
      receivership, or dissolution of OPEX or
  Optionable;

              


      

      
        	
                 
      

              	
                ·

              	
                The
      purchase by Optionable of all the stock of
OPEX

              


      

      
        	
                 
      

              	
                ·

              	
                The
      death, disability, expulsion, bankruptcy, resignation, or retirement and
      the payment in full of the purchase price
  therefore.

              


      

      


      Notwithstanding
the foregoing, Optionable’s rights under its option shall not terminate until
the expiration of the option’s Term.

      


      Termination
of this Agreement does not affect a party’s accrued rights and obligations at
the date of termination.

      


      7.      Miscellaneous

       

      
        	
                 
      

              	
                a.

              	
                Neither
      party shall make any disclosure relating to this Agreement or its terms
      (collectively, “Confidential Information”) to a third party (other than
      the party’s employees, agents, affiliates, accountants or professional
      advisors who have a need to know such information and have agreed to keep
      such terms confidential) without the prior approval of the other party,
      except (i) as may be required by law or otherwise in connection with
      discussions with regulators or other governmental authorities, including
      any regulated exchange, or (ii) at such time as such Confidential
      Information becomes known by the general public (or generally known within
      the financial services, trading or commodity markets communities) other
      than through violation of this
paragraph.

              


      

       

      
        	
                 
      

              	
                b.

              	
                This
      Agreement may not be modified or amended except by an instrument or
      instruments in writing signed by each of the parties, and no provision of
      this Agreement may be waived except in a writing signed by the relevant
      party.

              


      

       

      
        	
                 
      

              	
                c.

              	
                This
      Agreement constitutes the entire agreement and understanding of the
      parties with respect to its subject matter and supersedes all oral
      communication and prior writings with respect
  thereto.

              


      

       

      
        	
                 
      

              	
                d.

              	
                All
      notices required or permitted hereunder shall be in writing and shall be
      deemed effectively given: (a) upon personal delivery to the party to be
      notified, (b) when sent by confirmed electronic mail, telex or facsimile
      if sent during normal business hours of the recipient, if not, then on the
      next business day, (c) five days after having been sent by registered or
      certified mail, return receipt requested, postage prepaid, or (d) one day
      after deposit with a nationally recognized overnight courier, specifying
      next day delivery, with written verification of receipt. All
      communications shall be sent:

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      If to
Optionable:

       

      Optionable,
Inc.

      465
Columbus Avenue, Suite 280

      Valhalla,
NY 10695

      Attn:  Kevin P. Cassidy,
Chief Executive Officer

      Fax:  (914)
773-1890

      


      If to
OPEX:

       

      465
Columbus Avenue, Suite 280

      Valhalla,
NY 10695

      Attn:  _____________________

      Fax:  (914)
773-1890

       

      If to
Kevin D’Andrea:

       

      465
Columbus Avenue, Suite 280

      Valhalla,
NY 10695

      Fax:  (914)
773-1890

      


      or at
such other address the Company or the Purchaser may designate by ten days
advance written notice to the other parties hereto.

       

      
        	
                 
      

              	
                e.

              	
                This
      Agreement shall be governed by and construed under the laws of the State
      of New York in all respects as such laws are applied to agreements among
      New York residents entered into and performed entirely within New York,
      without giving effect to conflict of law principles
    thereof.

              


      

       

      


       

      [Signatures
appear on the following page]

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      IN
WITNESS WHEREOF, this Agreement has been signed by or on behalf of each of the
parties as of the day first above written.

       

      


      OPTIONABLE,
INC.


      


      


      By:   /s/
Kevin P.
Cassidy                                           

      Name: Kevin P. Cassidy

      Title: Chief Executive
Officer

      


      


      OPEX
INTERNATIONAL, INC.


      


      


      By:   /s/
Kevin
D’Andrea                                                      

      Name: Kevin D’Andrea

      


      


      


      KEVIN
D’ANDREA

      


      


      /s/ Kevin
D’Andrea

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Exhibit
A

      


       

      OPEX
INTERNATIONAL, INC.


       

      NOTICE OF
EXERCISE OF STOCK PURCHASE OPTION

       

      The undersigned hereby exercises the
Stock Purchase Option granted by Kevin D’Andrea and hereby purchases 5,100
shares of Common Stock of Opex International, Inc. pursuant to said
Option.

       

      Enclosed is a check in the sum of
$20,400 in full payment for such shares.

       

      


       

      OPTIONABLE,
INC.

       

       

      By:______________________________

      Name:

      Title:

       

       

      Date:____________________________