Exhibit 10.1

               WARRANT AGREEMENT FOR THE PURCHASE OF COMMON STOCK

                                       OF

                                OPTIONABLE, INC.


NEITHER THIS WARRANT NOR THE  SECURITIES  FOR WHICH THIS WARRANT IS  EXERCISABLE
HAVE  BEEN  REGISTERED  WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION  OR THE
SECURITIES   COMMISSION  OF  ANY  STATE  IN  RELIANCE  UPON  AN  EXEMPTION  FROM
REGISTRATION  UNDER  SECTION 4(2) OF AND RULE 506 OF  REGULATION  D  PROMULGATED
UNDER THE U.S.  SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES  ACT"), AND,
ACCORDINGLY,   MAY  NOT  BE  OFFERED,  SOLD,  TRANSFERRED,   PLEDGED,  ASSIGNED,
HYPOTHECATED   OR  OTHERWISE   DISPOSED  OF  EXCEPT  PURSUANT  TO  AN  EFFECTIVE
REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT OR PURSUANT TO AN  AVAILABLE
EXEMPTION OR EXCLUSION  FROM THE  REGISTRATION  REQUIREMENTS  THEREUNDER  AND IN
COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS.

Dated: February 23, 2006                          Void After: February 23, 2009


     FOR  VALUE  RECEIVED,   Optionable,   Inc.,  a  Delaware  corporation  (the
"Company"),  grants the following rights to Pierpont  Capital Corp.,  Inc., with
its address at 463 Chappaqua  Road,  Briarcliff  Manor, NY 10510 (the "Holder"),
and the Holder hereby accepts such rights on the following terms and conditions:

                             ARTICLE 1. DEFINITIONS.

     As used in this  Agreement,  the  following  terms shall have the following
meanings:

     "Commencement Date" shall mean January 1, 2006.

     "Common Stock" shall mean the common stock,  par value $.0001 per share, of
the Company.

     "Corporate  Office" shall mean the office of the Company (or its successor)
at which at any particular  time its principal  business shall be  administered.
The  Company's  Corporate  Office as of the date hereof is at 555  Pleasantville
Road, South Building, Suite 110, Briarcliff Manor, New York 10510.

     "Customer"  shall mean  Sempra  Energy  Trading  and any other  entity that
employs or retains  Jeffrey  Bussan as a trader and that does  business with the
Company,  such entity to be  identified  on an Appendix to this  Agreement  that
shall be amended as required from time to time.

     "Exercise Date" shall mean any date on which the Holder gives the Company a
Notice of Exercise in compliance with the terms of this Agreement.

     "Exercise  Price"  shall  mean the Fixed  Price per share of Common  Stock,
subject to adjustment as provided herein.

     "Expiration  Date"  shall mean 5:00 p.m.  (New York time) on the three year
anniversary of the date of this agreement.

     "Fixed  Price"  shall mean US $0.95 which is equal to the Per Share  Market
Value.

     "Option Lot" shall mean: (i) one (1) NYMEX look-alike ten thousand (10,000)
mmbtu OTC option and/or swap contract and/or (ii) one (1) NYMEX look-alike 1,000
barrel Light Sweet Crude Oil option and/or swap contract.

     "Per Share Market Value" of the Common Stock means on any  particular  date
(a) the last sale  price of  shares of Common  Stock on such date or, if no such
sale takes  place on such date,  the last sale  price on the most  recent  prior
date, in each case as officially  reported on the principal national  securities
exchange on which the Common Stock is then listed or admitted to trading, or (b)
if the Common  Stock is not then listed or  admitted to trading on any  national
securities  exchange,  the closing bid price per share as reported by Nasdaq, or
(c) if the Common Stock is not then listed or admitted to trading on the Nasdaq,
the closing bid price per share of the Common  Stock on such date as reported on
the OTCBB or if there is no such price on such date,  then the last bid price on
the date nearest  preceding  such date, or (d) if the Common Stock is not quoted
on the OTCBB,  the closing bid price for a share of Common Stock on such date in
the  over-the-counter  market  as  reported  by the  National  Quotation  Bureau
Incorporated (or similar  organization or agency  succeeding to its functions of
reporting prices).

     "SEC" shall mean the United States Securities and Exchange Commission.

     "Warrant  Shares"  shall mean the shares of the Common Stock  issuable upon
exercise of this Warrant.

                       ARTICLE 2. EXERCISE AND AGREEMENTS.

     2.1  Exercise  of Warrant.  (a) This  Warrant  shall  entitle the Holder to
purchase,  at the Exercise Price and subject to the conditions  described below,
up to six hundred  thousand  (600,000)  shares of Common Stock,  as  hereinafter
provided.

          (b)  (i)  Provided  that  during  the  six (6)  months  following  the
     Commencement  Date,  Customer  trades an average  of at least one  thousand
     (1000)  Option  Lots per trading day with the  Company,  then this  Warrant
     shall be exercisable  for up to one hundred  thousand  (100,000)  shares of
     Common Stock from time to time from the date occurring six (6) months after
     the Commencement Date through the Expiration Date, unless sooner terminated
     as provided in section 2.4.

               (ii)  Provided  that  during  the six (6)  months  following  the
          Commencement Date, Customer trades an average of at least two thousand
          (2000) Option Lots per trading day with the Company, then this Warrant
          shall be exercisable for up to an additional  fifty thousand  (50,000)
          shares of Common Stock from time to time from the date  occurring  six
          (6) months after the  Commencement  Date through the Expiration  Date,
          unless sooner terminated as provided in section 2.4.

               (iii)  Provided  that  during  the six (6) months  following  the
          Commencement  Date,  Customer  trades  an  average  of at least  three
          thousand  (3000)  Option Lots per trading day with the  Company,  then
          this  Warrant  shall  be  exercisable  for up to an  additional  fifty
          thousand  (50,000)  shares of Common  Stock from time to time from the
          date occurring six (6) months after the Commencement  Date through the
          Expiration Date, unless sooner terminated as provided in section 2.4.

               (iv). The maximum number of shares of Common Stock for which this
          Warrant  may become  exercisable  under this  paragraph  2.1(b) is two
          hundred thousand (200,000).

          (c) (i) Provided  that during the six (6) month period  commencing  on
     the first day of the seventh month after the  Commencement  Date and ending
     one (1) year after the Commencement Date,  Customer trades an average of at
     least one  thousand  (1000)  Option Lots per trading day with the  Company,
     then, in addition the rights granted under paragraph  2.1(b),  this Warrant
     shall be exercisable for up to an additional one hundred thousand (100,000)
     shares of Common  Stock from time to time from the date  occurring  one (1)
     year after the Commencement Date through the Expiration Date, unless sooner
     terminated as provided in section 2.4.

               (ii) Provided that during the six (6) month period  commencing on
          the first day of the  seventh  month after the  Commencement  Date and
          ending one (1) year after the  Commencement  Date,  Customer trades an
          average of at least two  thousand  (2000)  Option Lots per trading day
          with the Company,  then this Warrant shall be exercisable for up to an
          additional fifty thousand (50,000) shares of Common Stock from time to
          time from the date occurring one (1) year after the Commencement  Date
          through the Expiration Date,  unless sooner  terminated as provided in
          section 2.4.

               (iii) Provided that during the six (6) month period commencing on
          the first day of the  seventh  month after the  Commencement  Date and
          ending one (1) year after the  Commencement  Date,  Customer trades an
          average of at least three thousand  (3000) Option Lots per trading day
          with the Company,  then this Warrant shall be exercisable for up to an
          additional fifty thousand (50,000) shares of Common Stock from time to
          time from the date occurring one (1) year after the Commencement  Date
          through the Expiration Date,  unless sooner  terminated as provided in
          section 2.4.

               (iv) The maximum  number of shares of Common Stock for which this
          Warrant  may become  exercisable  under this  paragraph  2.1(c) is two
          hundred thousand (200,000).


          (d) (i) Provided that during the six (6) month period  commencing  the
     first day of the thirteenth  month after the  Commencement  Date and ending
     eighteen months after the Commencement Date,  Customer trades an average of
     at least one  thousand  (1000)  options per  trading day with the  Company,
     then, in addition the rights granted under paragraphs  2.1(b) and (c), this
     Warrant shall be exercisable  for up to an additional one hundred  thousand
     (100,000)  shares of Common Stock from time to time from the date occurring
     one and  one-half (1 1/2) years  after the  Commencement  Date  through the
     Expiration Date, unless sooner terminated as provided in section 2.4.

               (ii) Provided that during the six (6) month period  commencing on
          the first day of the thirteenth month after the Commencement  Date and
          ending eighteen months after the Commencement Date, Customer trades an
          average of at least two  thousand  (2000)  Option Lots per trading day
          with the Company,  then this Warrant shall be exercisable for up to an
          additional fifty thousand (50,000) shares of Common Stock from time to
          time  from  the  date  occurring  one-half  (1 1/2)  years  after  the
          Commencement   Date  through  the  Expiration   Date,   unless  sooner
          terminated as provided in section 2.4.

               (iii) Provided that during the six (6) month period commencing on
          the first day of the thirteenth month after the Commencement  Date and
          ending eighteen months after the Commencement Date, Customer trades an
          average of at least three thousand  (3000) Option Lots per trading day
          with the Company,  then this Warrant shall be exercisable for up to an
          additional fifty thousand (50,000) shares of Common Stock from time to
          time  from  the  date  occurring  one-half  (1 1/2)  years  after  the
          Commencement   Date  through  the  Expiration   Date,   unless  sooner
          terminated as provided in section 2.4.

               (iv) The maximum  number of shares of Common Stock for which this
          Warrant  may become  exercisable  under this  paragraph  2.1(d) is two
          hundred thousand (200,000).

          (e) Unless the specific  conditions set forth in sections 2.4 (b), (c)
     and (d) are satisfied,  this Warrant shall not be exercisable for any share
     of Common Stock.  The  determination  of whether or not the  conditions set
     forth  in  sections  2.4(b),  (c) and (d)  have  been  satisfied  shall  be
     determined  separately for each of those  subsections as provided  therein,
     and may be satisfied for any one or more, or all, of those  subsections  as
     so determined.  Promptly after the periods  described in paragraph 2.1 (b),
     (c) and (d), the Company  shall provide to Holder a statement of Customer's
     trades during such periods in sufficient  detail to calculate the number of
     shares of Common  Stock for which this Warrant has become  exercisable  and
     the location where Holder traded during such period. After delivery,  these
     statements shall become appendixes to this Warrant.

          This Warrant and the right to purchase  Warrant Shares hereunder shall
     expire and become void on the Expiration Date.

     2.2 Manner of Exercise.  The Holder may  exercise  this Warrant at any time
and from time to time prior to the Expiration  Date in whole or in part (but not
in denominations of fewer than 10,000 Warrant Shares, except upon an exercise of
this Warrant with respect to the remaining balance of Warrant Shares purchasable
hereunder  at the time of  exercise),  by  delivering  to the Company (i) a duly
executed  Notice of Exercise in  substantially  the form  attached as Appendix I
hereto, (ii) the certificate representing the Warrants, and (iii) payment of the
exercise price as provided in section 2.3 below.

     2.3 Payment of Exercise Price. Payment of the exercise price for the number
of Warrant  Shares for which the  Warrant  is being  exercised  shall be made in
cash,  by check or by wire transfer  representing  immediately  available  funds
payable to the order of the Company.


     2.4  Termination.  All rights of the Holder in this Warrant,  to the extent
they have not been exercised, shall terminate on the Expiration Date.

     This  Warrant  shall be  cancelled  and shall be null and void prior to the
Expiration  Date,  and the  Holder  shall  forfeit  all rights  pursuant  to the
Warrant,  (i) if the Holder does not execute  and return this  Agreement  to the
Company within seven (7) days of the date hereof,  (ii) unless  otherwise agreed
to in  writing  by the  Board,  upon the  Holder's  bankruptcy,  (iii)  upon the
Holder's attempted assignment or transfer of the Warrant in violation of Section
4.1.,  or (iv) upon the  deliberate or  intentional  engagement by the Holder of
conduct which is materially detrimental to the reputation, goodwill, business or
operations  or the  Company  or any of its  subsidiaries  or which  directly  or
indirectly is inconsistent with the best interests of the Company.

     2.5 No Rights Prior to Exercise.  This Warrant shall not entitle the Holder
to any voting or other rights as a stockholder of the Company.

     2.6 Fractional Shares. No fractional shares shall be issuable upon exercise
of this Warrant,  and the number of Warrant Shares to be issued shall be rounded
up to the nearest  whole number.  If, upon exercise of this Warrant,  the Holder
hereof  would be entitled to receive any  fractional  share,  the Company  shall
issue  to the  Holder  one  additional  share  of  Common  Stock in lieu of such
fractional share.

     2.7 Adjustments to Exercise Price and Number of Securities.

          (a) Subdivision and Combination. In case the Company shall at any time
     subdivide or combine the outstanding  shares of Common Stock,  the Exercise
     Price  shall  forthwith  be  proportionately   decreased  in  the  case  of
     subdivision or increased in the case of combination.

          (b)  Adjustment in Number of Securities.  Upon each  adjustment of the
     Exercise  Price  pursuant to the provisions of this Section 2.7, the number
     of Warrant  Shares  issuable  upon the  exercise of each  Warrant  shall be
     adjusted to the nearest  whole number by  multiplying a number equal to the
     Exercise Price in effect immediately prior to such adjustment by the number
     of Warrant Shares issuable upon exercise of the Warrants  immediately prior
     to such  adjustment  and  dividing  the product so obtained by the adjusted
     Exercise Price.

          (c)  Merger  or  Consolidation.  In case of any  consolidation  of the
     Company with, or merger of the Company with, or merger of the Company into,
     another  corporation  (other than a consolidation  or merger which does not
     result in any  reclassification or change of the outstanding Common Stock),
     the corporation  formed by such  consolidation  or merger shall execute and
     deliver to the Holder a supplemental  warrant agreement  providing that the
     Holder of each Warrant then outstanding or to be outstanding shall have the
     right  thereafter  (until the expiration of such Warrant) to receive,  upon
     exercise of such Warrant,  the kind and amount of shares of stock and other
     securities and property (except in the event the property is cash, then the
     Holder shall have the right to exercise the Warrant and receive cash in the
     same manner as other  stockholders)  receivable upon such  consolidation or
     merger,  by a holder of the number of shares of Common Stock of the Company
     for which the Warrant might have been exercised  immediately  prior to such
     consolidation,   merger,  sale  or  transfer.   Such  supplemental  warrant
     agreement  shall  provide for  adjustments  which shall be identical to the
     adjustments  provided in Section  2.7.  The  foregoing  provisions  of this
     paragraph  (c)  shall  similarly  apply  to  successive  consolidations  or
     mergers.

          (d) No Adjustment of Exercise Price in Certain Cases. No adjustment of
     the Exercise Price shall be made upon the

               (i) issuance of any  securities  under any Option plan adopted by
          the stockholders and board of directors of the Company; or

               (ii) exercise of any convertible securities,  options, rights, or
          warrants  outstanding  as of the  date of  this  Agreement  or  issued
          hereafter.

          (g) Dividends and Other  Distributions.  In the event that the Company
     shall at any time prior to the exercise of all Warrants  declare a dividend
     (other  than a  dividend  consisting  solely of shares of Common  Stock) or
     otherwise  distribute to its  stockholders  any assets,  property,  rights,
     evidences of indebtedness,  securities (other than shares of Common Stock),
     whether  issued by the Company or by another,  or any other thing of value,
     the Holders of the unexercised  Warrants shall  thereafter be entitled,  in
     addition to the shares of Common  Stock or other  securities  and  property
     receivable upon the exercise thereof, to receive, upon the exercise of such
     Warrants,  the same property,  assets,  rights,  evidences of indebtedness,
     securities  or any other thing of value that they would have been  entitled
     to receive at the time of such dividend or  distribution as if the Warrants
     had been exercised  immediately prior to such dividend or distribution.  At
     the time of any such  dividend  or  distribution,  the  Company  shall make
     appropriate  reserves to ensure the timely performance of the provisions of
     this  subsection 2.7 (g).  Nothing  contained  herein shall provide for the
     receipt or accrual by a Holder of cash  dividends  prior to the exercise by
     such Holder of the Warrants.


                     ARTICLE 3. REPRESENTATIONS, WARRANTIES
                          AND COVENANTS OF THE COMPANY

     3.1  Representations  and  Warranties  of the Company.  The Company  hereby
represents and warrants to the Holder as follows:

          (a) All shares  which may be issued upon the  exercise of the purchase
     right  represented  by  this  Warrant  shall,  upon  issuance,  (i) be duly
     authorized,  validly issued,  fully-paid and non-assessable,  (ii) free and
     clear of all liens,  claims and  encumbrances  except for  restrictions  on
     transfer  provided  for  herein  or  under  applicable  federal  and  state
     securities laws, and (iii) not be subject to any pre-emptive rights.

          (b) The Company is a corporation  duly organized and validly  existing
     under  the  laws of the  State of  Delaware,  and has the  full  power  and
     authority  to issue this Warrant and to comply with the terms  hereof.  The
     execution, delivery and performance by the Company of its obligations under
     this Warrant,  including,  without limitation,  the issuance of the Warrant
     Shares upon any exercise of the Warrant,  have been duly  authorized by all
     necessary  corporate  action.  This  Warrant  has been  duly  executed  and
     delivered  by the  Company  and is a valid and  binding  obligation  of the
     Company,   enforceable  in  accordance  with  its  terms,   except  (i)  as
     enforcement   may  be  limited  by   applicable   bankruptcy,   insolvency,
     reorganization  or similar  laws  affecting  enforceability  of  creditors'
     rights  generally  and (ii) as the  availability  of the remedy of specific
     enforcement,  injunctive relief or other equitable relief may be subject to
     the  discretion  of any court before which any  proceeding  therefor may be
     brought.

          (c) The  Company is not  subject to or bound by any  provision  of any
     certificate  or articles of  incorporation  or by-laws,  mortgage,  deed of
     trust,  lease,  note,  bond,  indenture,  other  instrument  or  agreement,
     license, permit, trust, custodianship,  other restriction or any applicable
     provision of any law, statute,  rule,  regulation,  judgment,  order, writ,
     injunction or decree of any court, governmental body, administrative agency
     or  arbitrator  which could  prevent or be violated by or under which there
     would be a default (or right of  termination) as a result of the execution,
     delivery and performance by the Company of this Warrant.

          (d) The  Company is  eligible  to issue the  Warrants  and the Warrant
     Shares  pursuant  to  section  4(2) of the  Securities  Act and Rule 506 of
     Regulation D promulgated thereunder.

     3.2  Representations  and  Warranties.  The Holder  hereby  represents  and
warrants to the Company as follows:

          (a) The  Holder  has the full  power and  authority  to  execute  this
     Warrant and to comply with the terms hereof.  The  execution,  delivery and
     performance by the Holder of its obligations under this Warrant,  have been
     duly  authorized.  This Warrant has been duly executed and delivered by the
     Holder and is a valid and binding obligation of the Holder,  enforceable in
     accordance  with its  terms,  except (i) as  enforcement  may be limited by
     applicable bankruptcy, insolvency, reorganization or similar laws affecting
     enforceability  of creditors' rights generally and (ii) as the availability
     of the remedy of specific enforcement, injunctive relief or other equitable
     relief may be  subject  to the  discretion  of any court  before  which any
     proceeding therefor may be brought.

          (b) The  Holder is not  subject  to or bound by any  provision  of any
     certificate  or articles of  incorporation  or by-laws,  mortgage,  deed of
     trust,  lease,  note,  bond,  indenture,  other  instrument  or  agreement,
     license, permit, trust, custodianship,  other restriction or any applicable
     provision of any law, statute,  rule,  regulation,  judgment,  order, writ,
     injunction or decree of any court, governmental body, administrative agency
     or  arbitrator  which could  prevent or be violated by or under which there
     would be a default (or right of  termination) as a result of the execution,
     delivery and performance by the Holder of this Warrant Agreement.

          (c) The  Holder  has  had an  opportunity  to  discuss  the  Company's
     business,  management and financial  affairs with  directors,  officers and
     management  of the  Company  and has  had the  opportunity  to  review  the
     Company's   operations  and  facilities.   The  Holder  has  also  had  the
     opportunity  to ask questions of and receive  answers from, the Company and
     its management regarding the terms and conditions of this Warrant.

          (d) The Holder is acquiring the Warrant and any Warrant Shares for its
     own account and not with a present view to, or for sale in connection with,
     any  distribution  thereof in violation of the  Securities  Act. The Holder
     consents to the  placement of the legend set forth on the first page hereof
     on each  Warrant  until such time as the  Warrants  are  eligible  for sale
     pursuant  to Rule  144(k)  under  the  Securities  Act  and,  prior  to the
     registration  of the resale  thereof or the  eligibility  thereof  for sale
     pursuant to Rule 144(k) under the Securities Act, any Warrant Shares

          (e) The Holder  represents and warrants to the Company that the Holder
     is an  "accredited  investor"  as such  term is  defined  for  purposes  of
     Regulation  D under the  Securities  Act. The Holder  understands  that the
     Warrant  (and the offer to such Holder of any Warrant  Shares)  will not be
     registered  under the Securities Act for the reason that the sales provided
     for hereunder are exempt  pursuant to Section 4 of the  Securities  Act and
     Rule 506 of Regulation D thereunder and that the reliance of the Company on
     such exemption is predicated in part on such Holder's  representations  set
     forth herein.  The Holder  represents  that it is experienced in evaluating
     companies  such as the  Company,  has  such  knowledge  and  experience  in
     financial and business  matters as to be capable of  evaluating  the merits
     and risks of its  investment,  and has the financial  wherewithal to suffer
     the total loss of its investment in the Company.

          (f) The Holder  understands that the Warrants (and any Warrant Shares)
     may not be sold,  transferred or otherwise disposed of without registration
     under the Securities Act or an exemption  therefrom and that in the absence
     of an  effective  registration  statement  covering  the  Warrants  (or the
     Warrant  Shares) or an  available  exemption  from  registration  under the
     Securities  Act,  the  Warrants  (and  any  Warrant  Shares)  must  be held
     indefinitely.

     3.3 Indemnification.  Each of the Holder and the Company agree to indemnify
and hold harmless the other from any and all losses, damages, costs and expenses
(including  reasonable  attorneys' fees) suffered or incurred as a result of the
breach of any warranty, representation or covenant made herein.

     3.4  Lock-up  of Shares.  The  Holder  agrees (i) for a period of up to one
hundred  eighty  (180)  days  from the  effective  date of any  registration  of
securities  of the  Company  (upon  request of the  Company or the  underwriters
managing any underwritten  offering of the Company's  securities),  not to sell,
make any short sale of, loan, grant any option for the purchase of, or otherwise
dispose of any shares of the Common Stock of the Company issued  pursuant to the
exercise of the  Warrant,  without the prior  written  consent of the Company or
such  underwriters,  as the case may be, and (ii) to execute a standard  form of
"lock-up" agreement as reasonably  requested by any such underwriter;  provided,
however,  that  in the  event  that  the  Company  or the  underwriters  and the
Company's major  stockholders have agreed in writing to a lock-up period shorter
or longer than 180 days with respect to any registration of securities, then the
Holder's  lock-up period shall be the same as such agreed period with respect to
such registration.


                            ARTICLE 4. MISCELLANEOUS

     4.1 Transfer.

          (a) Unless  otherwise  approved  by the Board in its  discretion,  the
     Warrant  may be  exercised  during the  lifetime  of the Holder only by the
     Holder and may not be assigned or transferred in any manner, except by will
     or by the laws of descent and distribution.

          (b) Except as provided in Section  4.1(a),  without the prior  written
     consent of the Board,  no right or benefit  under this  Agreement  shall be
     subject to anticipation,  alienation, sale, assignment, pledge, encumbrance
     or charge, and any attempt to anticipate,  alienate,  sell, assign, pledge,
     encumber or charge the same without such consent,  if applicable,  shall be
     void.  Except with such consent,  no right or benefit under this  Agreement
     shall in any  manner be liable  for or  subject  to the  debts,  contracts,
     liabilities or torts of the Holder.


     4.2  Transfer  Procedure.  Subject to the  provisions  of Section  4.1, the
Holder may transfer or assign this Warrant by giving the Company  notice setting
forth the name, address and taxpayer  identification number of the transferee or
assignee, if applicable (the "Transferee"), and surrendering this Warrant to the
Company  for  reissuance  to the  Transferee  and, in the event of a transfer or
assignment of this Warrant in part, the Holder. (Each of the persons or entities
in whose name any such new Warrant  shall be issued are herein  referred to as a
"Holder"). Notwithstanding the foregoing, this Warrant may not be transferred at
any time without (i) registration  under the Securities Act or (ii) an exemption
from such  registration and a written opinion of legal counsel  addressed to the
Company  that the  proposed  transfer of the  Warrant  may be  effected  without
registration  under the  Securities  Act, which opinion will be in form and from
counsel reasonably satisfactory to the Company.

     4.3 Loss,  Theft,  Destruction or Mutilation.  If this Warrant shall become
mutilated or defaced or be destroyed,  lost or stolen, the Company shall execute
and deliver a new Warrant in exchange for and upon surrender and cancellation of
such mutilated or defaced  Warrant or, in lieu of and in  substitution  for such
Warrant so destroyed, lost or stolen, upon the Holder filing with the Company an
affidavit that such Warrant has been so mutilated,  defaced,  destroyed, lost or
stolen.  However, the Company shall be entitled, as a condition to the execution
and delivery of such new Warrant, to demand reasonably  acceptable  indemnity to
it and payment of the  expenses  and charges  incurred  in  connection  with the
delivery of such new Warrant. Any Warrant so surrendered to the Company shall be
canceled.

     4.4 Notices.  All notices and other  communications from the Company to the
Holder  or vice  versa  shall be  deemed  delivered  and  effective  when  given
personally,  by facsimile  transmission with confirmation  sheet at such address
and/or facsimile number as are set forth herein or as may hereafter be furnished
to the Company or the  Holder,  as the case may be, in writing by the Company or
the Holder from time to time.

     4.5 Waiver.  This  Warrant and any term hereof may be changed,  waived,  or
terminated  only by an instrument  in writing  signed by the party against which
enforcement of such change, waiver, discharge or termination is sought.

     4.6  Governing  Law.  This  Warrant  shall be governed by and  construed in
accordance with the laws of the State of New York,  without giving effect to its
principles  regarding  conflicts of law. Any action to enforce the terms of this
Warrant shall be  exclusively  heard in the county,  state and federal Courts of
New York and Country of the United States of America.

     4.7 Signature. In the event that any signature on this Warrant is delivered
by  facsimile  transmission,  such  signature  shall  create a valid and binding
obligation  of the  party  executing  (or on  whose  behalf  such  signature  is
executed)  the  same,  with the  same  force  and  effect  as if such  facsimile
signature page were an original thereof.

     4.8 Legal  Fees.  In the  event  any  Person  commences  a legal  action or
proceeding to enforce its rights under this Warrant, the non-prevailing party to
such action or proceeding shall pay all reasonable costs and expenses (including
reasonable attorney's fees) incurred in enforcing such rights.

     4.9   Integrated   Agreement.   This  Agreement   constitutes   the  entire
understanding  and  agreement  of the Holder and the Company with respect to the
subject  matter  contained  herein and  supersedes  any prior  understanding  or
agreement  between the parties,  whether or not in writing,  including,  but not
limited to, any prior grant by the Company or any of its officers or  authorized
representatives  to the Holder of an option or warrant to purchase Common Stock.
There  are no  agreements,  understandings,  restrictions,  representations,  or
warranties  among the  Holder and the  Company  other than those as set forth or
provided for herein. To the extent  contemplated  herein, the provisions of this
Agreement  shall  survive any  exercise of the Warrant and shall  remain in full
force and effect.




Dated:   As of February 23, 2006


OPTIONABLE, INC.


By:
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Name:
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Title:
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PIERPONT CAPITAL CORP., INC.


By:
   --------------------------------
Name:
     ------------------------------
Title:
      -----------------------------