Exhibit 4.1



                                     WARRANT
                           to Purchase Common Stock of
                                Optionable, Inc.















                                                   Warrant No. 0001
                                                   Original Issue
                                                   Date:  April 10, 2007


THIS WARRANT IS NON TRANSFERABLE OTHER THAN TO A WHOLLY OWNED SUBSIDIARY OR
OTHER AFFILIATE OF NYMEX.

A STATEMENT OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE,
PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OF THE
CORPORATION OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR
RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS WILL BE FURNISHED BY THE
CORPORATION, WITHOUT CHARGE, TO EACH WARRANTHOLDER WHO SO REQUESTS, UPON REQUEST
TO THE SECRETARY OF THE CORPORATION.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN INVESTOR RIGHTS
AGREEMENT DATED APRIL 10, 2007. A COPY OF SUCH INVESTOR RIGHTS AGREEMENT WILL BE
FURNISHED WITHOUT CHARGE BY THE CORPORATION TO THE HOLDER HEREOF UPON WRITTEN
REQUEST.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED. THE SHARES OF COMMON STOCK OF
OPTIONABLE, INC. UNDERLYING THIS WARRANT ARE SUBJECT TO A REGISTRATION RIGHTS
AGREEMENT DATED APRIL 10, 2007. A COPY OF SUCH REGISTRATION RIGHTS AGREEMENT
WILL BE FURNISHED WITHOUT CHARGE BY THE CORPORATION TO THE HOLDER HEREOF UPON
WRITTEN REQUEST.

                                                                Warrant No. 0001
                                     Warrant

              to Purchase Such Number of Shares of Common Stock of

                                Optionable, Inc.

So as to Increase NYMEX Holdings, Inc.'s Ownership of Optionable, Inc. to an
Amount Not to Exceed 40% of the then Outstanding Common Stock of Optionable,
Inc. on a Fully Diluted Basis (Based on the Assumption that NYMEX Holdings, Inc.
had Retained Ownership of 10,758,886 Shares of the Common Stock of Optionable,
Inc. Originally Purchased by NYMEX Holdings, Inc. Pursuant to the Stock and
Warrant Purchase Agreement, (as Defined Herein) Plus all Shares of Warrant Stock
(as Defined Herein) Acquired upon Exercise of this Warrant from Time to Time

         THIS IS TO CERTIFY THAT NYMEX Holdings, Inc., a Delaware corporation
("NYMEX"), or its permitted assigns, is entitled, at any time and from time to
time prior to the Expiration Date (as defined herein) to purchase from
Optionable, Inc., a Delaware corporation (the "Company"), such shares of Common
Stock (as defined herein) so as to increase NYMEX's ownership of the Company's
Common Stock to an amount not to exceed forty percent (40%) of the Company's
then outstanding Common Stock on a fully diluted basis (based on the assumption
that NYMEX had retained all of the Purchased Shares (as defined herein) plus,
all shares of Warrant Stock (as defined herein) acquired upon exercise of this
Warrant from time to time), at a purchase price of $4.30 per share (the initial
"Exercise Price", subject to adjustment as provided herein).

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1.       DEFINITIONS

         As used in this Warrant, the following terms have the respective
meanings set forth below:

         "Affiliate" of any Person means any other Person which directly, or
indirectly through one or more intermediaries, controls, or is controlled by, or
is under common control with, such Person. The term "control" (including the
terms "controlling," "controlled by" and "under common control with") as used
with respect to any Person means the possession, direct or indirect, of the
power to direct or cause the direction of the management and policies of such
Person, whether through the ownership of voting securities, by contract or
otherwise. Notwithstanding anything to the contrary herein, none of (i) the
Holder (and its Affiliates) nor (ii) any of the individual Founders (and their
Affiliates) shall be deemed to be an Affiliate of any other.

         "Appraisal Procedure" means the following procedure to determine the
fair market value, as to any security, for purposes of the definition of "Fair
Market Value" or the fair market value, as to any other property (in either
case, the "Valuation Amount"). The Valuation Amount shall be determined in good
faith jointly by the Board of Directors and NYMEX, as representative of the
Holders; provided, however, that if such parties are not able to agree on the
Valuation Amount within a reasonable period of time (not to exceed twenty (20)
Business Days), the Valuation Amount shall be determined by an investment
banking firm of national reputation, which firm shall be reasonably acceptable
to the Board of Directors and NYMEX. If the Board of Directors and NYMEX are
unable to agree upon an acceptable investment banking firm within ten (10) days
after the date either party proposed that one be selected, the investment
banking firm will be selected by an arbitrator located in New York City, New
York, selected by the American Arbitration Association (or if such organization
ceases to exist, the arbitrator shall be chosen by a court of competent
jurisdiction). The arbitrator shall select the investment banking firm (within
ten (10) days of his appointment) from a list, jointly prepared by the Board of
Directors and NYMEX, of not more than six investment banking firms of national
reputation in the United States, of which no more than three may be named by the
Board of Directors and no more than three may be named by NYMEX. The arbitrator
may consider, within the ten day period allotted, arguments from the parties
regarding which investment banking firm to choose, but the selection by the
arbitrator shall be made in its sole discretion from the list of six. The Board
of Directors and NYMEX shall submit their respective valuations and other
relevant data to the investment banking firm, and the investment banking firm
shall, within thirty days of its appointment, make its own determination of the
Valuation Amount. The determination of the final Valuation Amount by such
investment banking firm shall be final and binding upon the parties. The Company
and NYMEX shall each bear 50% of the fees and expenses of the investment banking
firm and arbitrator (if any) used to determine the Valuation Amount. If required
by any such investment banking firm or arbitrator, the Company shall execute a
retainer and engagement letter containing reasonable terms and conditions,
including, without limitation, customary provisions concerning the rights of
indemnification and contribution by the Company in favor of such investment
banking firm or arbitrator and its officers, directors, partners, employees,
agents and Affiliates.

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         "Business Day" means any day that is not a Saturday, a Sunday or other
day on which banks are required or authorized by law to be closed in New York,
New York.

         "Common Stock" means the Common Stock of the Company, par value $0.0001
per share.

         "Company" has the meaning assigned to it in the preamble, and any
successor corporation.

         "Designated Office" has the meaning assigned to it in Section 8 hereof.

         "Excluded Stock" has the meaning assigned to it in Section 4.11 hereof.

         "Exercise Date" has the meaning assigned to it in Section 2.1(a)
hereof.

         "Exercise Notice" has the meaning assigned to it in Section 2.1(a)
hereof.

         "Exercise Price" means, in respect of a share of Warrant Stock, the
initial Exercise Price set forth in the preamble of this Warrant as adjusted
from time to time pursuant to Section 4 hereof.

         "Expiration Date" means October 10, 2008.

         "Fair Market Value" means, as to any security, the Twenty Day Average
of the average closing prices of such security's sales on all domestic
securities exchanges on which such security may at the time be listed, or, if
there have been no sales on any such exchange on any day, the average of the
highest bid and lowest asked prices on all such exchanges at the end of such
day, including such prices listed on The Nasdaq Stock Market, including The
Nasdaq Global Select Market, The Nasdaq Global Market and The Nasdaq Capital
Market, as of 4:00 P.M., New York City time, on such day, or, if on any day such
security is not listed on The Nasdaq Stock Market, the average of the highest
bid and lowest asked prices on such day in the domestic over the counter market
as reported by the National Quotation Bureau, Incorporated, or any similar or
successor organization (and in each such case excluding any trades that are not
bona fide, arm's length transactions). If at any time such security is not
listed on any domestic securities exchange or quoted on the domestic over the
counter market, the "Fair Market Value" of such security shall be the fair
market value thereof as determined in accordance with the Appraisal Procedure,
using any appropriate valuation method, assuming an arms length sale to an
independent party. "Fair Market Value" means, with respect to property other
than securities, the "fair market value" determined in accordance with the
Appraisal Procedure.

         "Founders" means Mark Nordlicht, Edward O'Connor (through Ridgecrest
Capital, Inc., a New York corporation), and Kevin Cassidy (through Pierpont
Capital, Inc., a New York corporation).

         "GAAP" means United States generally accepted accounting principles
consistently applied.

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<PAGE>

         "Governmental Entity" means any national, federal, state, municipal,
local, territorial, foreign or other government or any department, commission,
board, bureau, agency, regulatory authority or instrumentality thereof, or any
court, judicial, administrative or arbitral body or public or private tribunal.

         "Holder" means (a) with respect to this Warrant, NYMEX or such other
Person in whose name the Warrant is registered on the books of the Company
maintained for such purpose and (b) with respect to any shares of Warrant Stock,
the Person in whose name such Warrant Stock is registered on the books of the
Company maintained for such purpose.

         "Investor Rights Agreement" means the Investor Rights Agreement, dated
as of April 10, 2007, by and among the Company, NYMEX and the Founders.

         "Lien" means any mortgage or deed of trust, pledge, hypothecation,
assignment, deposit arrangement, lien, charge, claim, security interest,
easement or encumbrance, or preference, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever (including, without
limitation, any lease or title retention agreement, any financing lease having
substantially the same economic effect as any of the foregoing, and the filing
of, or agreement to give, any financing statement perfecting a security interest
under the Uniform Commercial Code or comparable law of any jurisdiction).

         "NYMEX" has the meaning assigned to it in the preamble.

         "Outstanding" means, when used with reference to Common Stock, at any
date as of which the number of shares thereof is to be determined, all issued
shares of Common Stock, except shares then owned or held by or for the account
of the Company or any Subsidiary, and shall include all shares issuable in
respect of outstanding certificates representing fractional interests in shares
of Common Stock.

         "Original Issue Date" means April 10, 2007, the date on which the
Original Warrant was issued by the Company pursuant to the Stock and Warrant
Purchase Agreement.

         "Original Warrant" means the Warrant originally issued by the Company
on April 10, 2007, pursuant to the Stock and Warrant Purchase Agreement.

         "Per Share Purchase Price" has the meaning assigned to it in Section
4.1 hereof.

         "Person" means any individual, sole proprietorship, partnership,
limited liability company, joint venture, trust, incorporated organization,
association, corporation, institution, public benefit corporation, Governmental
Entity or any other entity and shall include any successor (by merger or
otherwise) of such entity.

         "Purchased Shares" means the aggregate of 10,758,886 shares of the
Company's Outstanding Common Stock purchased by NYMEX from the Founders on the
date hereof pursuant to the Stock and Warrant Purchase Agreement.

         "Record Date" has the meaning set forth in Section 4.3(b).

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<PAGE>

         "SEC" means the Securities and Exchange Commission, or any successor
agency thereto.

         "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations of the SEC thereunder, as shall be in effect from time to
time.

         "Stock and Warrant Purchase Agreement" means the Stock and Warrant
Purchase Agreement, dated as of April 10, 2007, by and among the Company, NYMEX
and the Founders (as such term is defined in the Stock and Warrant Purchase
Agreement).

         "Subsidiary" means any corporation, association, trust, limited
liability company, partnership, joint venture or other business association or
entity at least fifty percent (50%) of the outstanding voting securities of
which are at the time owned or controlled, directly or indirectly, by the
Company.

         "Transfer" means any disposition of any Warrant Stock or of any
interest therein, which would constitute a "sale" thereof or a transfer of a
beneficial interest therein within the meaning of the Securities Act.

         "Twenty Day Average" means, with respect to any prices and in
connection with the calculation of Fair Market Value, the average of such prices
over the twenty Business Days ending on the Business Day immediately prior to
the day as of which "Fair Market Value" is being determined.

         "Warrant Price" means an amount equal to (i) the number of shares of
Warrant Stock being purchased upon exercise of this Warrant pursuant to Section
2.1 hereof, multiplied by (ii) the Exercise Price.

         "Warrants" means the Original Warrant and all Warrants issued in
substitution for the Original Warrant. All Warrants shall at all times be
identical as to terms and conditions, except as to the their date of issuance
and the number of shares of Common Stock for which the Warrant may be
exercisable.

         "Warrant Stock" means the shares of Common Stock issued, issuable or
both (as the context may require) upon the exercise of Warrants.

2.       EXERCISE OF WARRANT

         2.1 Manner of Exercise.

                  (a) From and after the Original Issue Date and at any time
before 5:00 P.M., New York time, on the Expiration Date, NYMEX may from time to
time exercise this Warrant, on any Business Day, for all or any part of the
number of shares of Warrant Stock (subject to adjustment as provided herein)
purchasable hereunder. In order to exercise this Warrant, in whole or in part,
NYMEX shall (i) deliver to the Company at its Designated Office a written notice
of NYMEX's election to exercise this Warrant (an "Exercise Notice")
substantially in the form attached to this Warrant as Annex A, which Exercise
Notice shall be irrevocable and specify the number of shares of Warrant Stock to
be purchased, together with this Warrant and (ii) pay to the Company the Warrant
Price in full. The date on which such delivery and payment shall have taken
place being hereinafter sometimes referred to as the "Exercise Date". Any
Warrants not exercised by 5:00 PM, New York time, on the Expiration Date shall
expire.

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<PAGE>

                  (b) Upon receipt by the Company of such Exercise Notice,
surrender of this Warrant and payment of the Warrant Price (in accordance with
Section 2.1(c) hereof), the Company shall, as promptly as practicable, and in
any event within five (5) Business Days thereafter, execute (or cause to be
executed) and deliver (or cause to be delivered) to the Holder a certificate or
certificates representing the shares of Warrant Stock issuable upon such
exercise registered in the name of the exercising Holder, together with cash in
lieu of any fraction of a share, as hereafter provided. The stock certificate or
certificates so delivered shall be, to the extent possible, in such denomination
or denominations as the exercising Holder shall reasonably request in the
Exercise Notice and shall be registered in the name of the Holder or, subject to
compliance with Section 3.3, below, such other name as shall be designated in
the Exercise Notice. This Warrant shall be deemed to have been exercised and
such certificate or certificates of Warrant Stock shall be deemed to have been
issued, and NYMEX or any other Person so designated to be named therein shall be
deemed to have become a holder of record of such shares of Warrant Stock for all
purposes, as of the Exercise Date.

                  (c) Payment of the Warrant Price shall be made at the option
of the exercising Holder in cash or by delivery of a certified or official bank
check or bank cashier's check payable to the order of the Company, or by wire
transfer of immediately available funds, in the amount of such Warrant Price.
Payment shall be made to the Company at its Designated Office prior to the close
of business on the Exercise Date.

                  2.2 Payment of Taxes. All shares of Warrant Stock issuable
upon the exercise of this Warrant pursuant to the terms hereof shall be validly
issued, fully paid and nonassessable, issued without violation of any preemptive
or similar rights of any stockholder of the Company and free and clear of all
Liens. The Company shall pay all expenses (including stamp taxes) in connection
with the issue or delivery of the shares of Warrant Stock, unless such tax or
charge is imposed by law upon the Holder. In addition, the Company shall not be
required to pay any tax or governmental charge which may be issuable upon
exercise of this Warrant payable in respect of any Transfer involved in the
issue and delivery of shares of Warrant Stock in a name other than that of the
exercising Holder, and no such issue or delivery shall be made unless and until
the Person requesting such issue has paid to the Company the amount of any such
tax, or has established to the satisfaction of the Company that such tax has
been paid.

                  2.3 Fractional Shares. The Company shall not be required to
issue a fractional share of Warrant Stock upon exercise of any Warrant. In lieu
of any fraction of a share to which any Holder would otherwise be entitled, the
Company shall make a cash payment equal to the Fair Market Value of one share of
Common Stock on the Exercise Date multiplied by such fraction.

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<PAGE>

3.       TRANSFER, DIVISION AND COMBINATION

                  3.1      Compliance with Securities Act.

                  (a) The Holder, by acceptance hereof, agrees to comply in all
respects with the provisions of this Section 3.1 and further agrees that the
Holder is acquiring this Warrant and the shares of Warrant Stock issuable upon
exercise hereof for its own account for investment and not with a view to or for
distributing or reselling such Warrant or shares of Warrant Stock or any part
thereof in violation of the Securities Act or any applicable state securities
law, has no present intention of distributing this Warrant or the shares of
Warrant Stock issuable upon exercise hereof, has no present arrangement or
understanding with any persons regarding the distribution of this Warrant or the
shares of Warrant Stock issuable upon exercise hereof (it being understood that
this representation and warranty does not limit the Holder's right to sell the
shares of Warrant Stock issuable upon exercise hereof pursuant to an effective
registration statement or otherwise in compliance with applicable federal and
state law) in violation of the Securities Act or any applicable state securities
law and that such Holder will not offer, sell or otherwise dispose of this
Warrant or any Warrant Stock to be issued upon exercise hereof except under
circumstances that will not result in a violation of the Securities Act and in
accordance with this Section 3.

                  (b) All shares of Warrant Stock issued upon exercise of this
Warrant (unless registered under the Securities Act) shall be stamped or
imprinted with a legend in substantially the following form:

         THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR APPLICABLE
         STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED UNLESS (I) A
         REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER THE
         ACT OR (II) THE TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE ACT
         AND, IF THE CORPORATION REQUESTS, AN OPINION SATISFACTORY TO THE
         CORPORATION TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.

         A STATEMENT OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE,
         PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK
         OF THE CORPORATION OR SERIES THEREOF AND THE QUALIFICATIONS,
         LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS WILL BE
         FURNISHED BY THE CORPORATION, WITHOUT CHARGE, TO EACH STOCKHOLDER WHO
         SO REQUESTS, UPON REQUEST TO THE SECRETARY OF THE CORPORATION.

         THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN
         INVESTOR RIGHTS AGREEMENT DATED APRIL 10, 2007. A COPY OF SUCH INVESTOR
         RIGHTS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE CORPORATION TO
         THE HOLDER HEREOF UPON WRITTEN REQUEST.

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<PAGE>

         THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A
         REGISTRATION RIGHTS AGREEMENT DATED APRIL 10, 2007. A COPY OF SUCH
         REGISTRATION RIGHTS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE
         CORPORATION TO THE HOLDER HEREOF UPON WRITTEN REQUEST.

                  (c) The Holder understands that this Warrant and the shares of
Warrant Stock issuable on exercise hereof are "restricted securities" and have
not been, and will not be upon issuance, as the case may be, registered under
the Securities Act or any applicable state securities law.

                  (d) The Holder, whether on his or her own or by reason of the
business and financial experience of its management, has such knowledge,
sophistication and experience in business and financial matters so as to be
capable of evaluating the merits and risks of the prospective investment in this
Warrant and the shares of Warrant Stock issuable upon exercise hereof, and has
so evaluated the merits and risks of such investment. The Holder is able to bear
the economic risk of an investment in this Warrant and the shares of Common
Stock issuable upon exercise hereof and, at the present time, is able to afford
a complete loss of such investment.

                  (e) The Holder is an "accredited investor" as that term is
defined in Regulation D promulgated under the Securities Act.

                  3.2 Transfer of this Warrant. This Warrant is non-transferable
other than to a wholly-owned subsidiary of NYMEX or other Affiliate of NYMEX
(which is not a natural person) and any attempted transfer or assignment other
than as set forth in this Section 3.2 shall be void. Upon compliance with the
provisions of this Section 3.2, each transfer of this Warrant and all rights
hereunder, in whole or in part, shall be registered on the books of the Company
to be maintained for such purpose, upon surrender of this Warrant at the
Designated Office and compliance with the terms hereof, together with a written
assignment of this Warrant in the form of Annex B hereto duly executed by the
Holder or its agent or attorney and funds sufficient to pay any transfer taxes
described in Section 2.2 in connection with the making of such transfer. Upon
such compliance, surrender and delivery and, if required, such payment, the
Company shall execute and deliver a new Warrant or Warrants in the name of the
assignee or assignees and in the denominations specified in such instrument of
assignment, and shall issue to the assignor a new Warrant evidencing the portion
of this Warrant not so assigned and this Warrant shall promptly be cancelled.

                  3.3 Warrant Stock Certificates. Each new certificate
evidencing Warrant Stock shall bear the appropriate restrictive legend set forth
in Section 3.1 hereof, except that (a) any such certificate representing Warrant
Stock issued to a Holder other than NYMEX or one of its permitted assigns shall
not bear the third legend relating to the Investor Rights Agreement and (b) such
certificate shall not bear such restrictive legend if the Warrant Stock is part
of a registered offering pursuant to an effective registration statement filed
with the SEC, or if, in the opinion of counsel for the Company, such legend is
not required in order to establish or assist in compliance with any provisions
of the Securities Act or any applicable state securities laws.

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<PAGE>

                  3.4 Mutilation or Loss. Upon receipt by the Company from the
Holder of evidence reasonably satisfactory to it of the loss, theft, destruction
or mutilation of this Warrant and an indemnity reasonably satisfactory to it (it
being understood that the written indemnification agreement or if an affidavit
of loss of the Holder shall be a sufficient indemnity) and, in case of
mutilation, upon surrender and cancellation hereof, the Company will execute and
deliver in lieu hereof a new Warrant of like tenor to such Holder; provided,
however, that, in the case of mutilation, no indemnity shall be required if this
Warrant in identifiable form is surrendered to the Company for cancellation.
Upon the issuance of any new Warrant under this Section 3.4, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto.

                  3.5 Expenses. Except as provided in Section 3.4, the Company
shall prepare, issue and deliver at its own expense any new Warrant required to
be issued hereunder.

                  3.6 Maintenance of Books. The Company agrees to maintain, at
the Designated Office (as defined in Section 8 hereof), books for the
registration and transfer of the Warrants.

4.       ANTIDILUTION PROVISIONS

         The Exercise Price shall be subject to adjustment from time to time as
set forth in this Section 4.

                  4.1 Upon Issuance of Common Stock. If the Company shall, at
any time or from time to time after the Original Issue Date and on or before the
Expiration Date, issue any shares of capital stock, options to purchase or
rights to subscribe for capital stock, securities by their terms convertible
into or exchangeable for capital stock, or options to purchase or rights to
subscribe for such convertible or exchangeable securities without consideration
or for consideration per share less than the higher of (x) $2.69 (the "Per Share
Purchase Price") and (y) the Fair Market Value per share of the Common Stock at
the time of such issuance, then the Exercise Price shall forthwith be lowered to
a price equal to the price obtained by multiplying:

                           (i) the Exercise Price in effect immediately prior to
         the issuance of such Common Stock, options, rights or securities by

                           (ii) a fraction of which (x) the numerator shall be
         the sum of (A) the number of shares of Common Stock Outstanding on a
         fully diluted basis immediately prior to such issuance and (B) the
         number of additional shares of Common Stock which the aggregate
         consideration for the number of shares of Common Stock so offered would
         purchase at the greater of the Per Share Purchase Price or the Fair
         Market Value per share of Common Stock immediately prior to such
         issuance and (y) the denominator shall be the number of shares of
         Common Stock Outstanding on a fully diluted basis immediately after
         such issuance.

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The provisions of this Section 4.1 shall not apply to any issuance of Excluded
Stock and no adjustment shall be required pursuant to this Section 4.1 with
respect thereto.

                  4.2 Provisions Applicable to Adjustments. For the purposes of
any adjustment of the Exercise Price pursuant to Section 4.1, the following
provisions shall be applicable:

                           (i) In the case of the issuance of capital stock for
         cash in a public offering or private placement, the consideration shall
         be deemed to be the amount of cash paid therefor before deducting
         therefrom any discounts, commissions or placement fees payable by the
         Company to any underwriter or placement agent in connection with the
         issuance and sale thereof.

                           (ii) In the case of the issuance of capital stock for
         a consideration in whole or in part other than cash, the consideration
         other than cash shall be deemed to be the Fair Market Value thereof.

                           (iii) In the case of the issuance of options to
         purchase or rights to subscribe for capital stock, securities by their
         terms convertible into or exchangeable for capital stock, or options to
         purchase or rights to subscribe for such convertible or exchangeable
         securities (except for options to acquire Excluded Stock (as defined in
         Section 4.11 hereof)):

          (A)  the aggregate maximum number of shares of capital stock
               deliverable upon exercise of any such options to purchase or
               rights to subscribe for capital stock shall be deemed to have
               been issued at the time such options or rights were issued and
               for a consideration equal to the consideration (determined in the
               manner provided in subparagraphs (i) and (ii) of this Section
               4.2), if any, received by the Company upon the issuance of such
               options or rights plus the minimum purchase price provided in
               such options or rights for the capital stock covered thereby;

          (B)  the aggregate maximum number of shares of capital stock
               deliverable upon conversion of or in exchange for any such
               convertible or exchangeable securities or upon the exercise of
               options to purchase or rights to subscribe for such convertible
               or exchangeable securities and subsequent conversion or exchange
               thereof shall be deemed to have been issued at the time such
               securities, options, or rights were issued and for a
               consideration equal to the consideration received by the Company
               for any such securities and related options or rights (excluding
               any cash received on account of accrued interest or accrued
               dividends), plus the additional consideration, if any, to be
               received by the Company upon the conversion or exchange of such
               securities or the exercise of any related options or rights (the
               consideration in each case to be determined in the manner
               provided in paragraphs (i) and (ii) of this Section 4.2);

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<PAGE>

          (C)  on any change in the number of shares or exercise price of
               capital stock deliverable upon exercise of any such options or
               rights or conversions of or exchanges for such securities, other
               than a change resulting from the anti dilution provisions
               thereof, the Exercise Price shall forthwith be readjusted to such
               Exercise Price as would have been obtained had the adjustment
               made upon the issuance of such options, rights or securities not
               converted prior to such change or options or rights related to
               such securities not converted prior to such change been made upon
               the basis of such change;

          (D)  upon the expiration of any options to purchase or rights to
               subscribe for capital stock which shall not have been exercised,
               the Exercise Price computed upon the original issue thereof (or
               upon the occurrence of a record date with respect thereto), and
               any subsequent adjustments based thereon, shall, upon such
               expiration, be recomputed as if the only additional shares of
               capital stock issued were the shares of capital stock, if any,
               actually issued upon the exercise of such options to purchase or
               rights to subscribe for capital stock, and the consideration
               received therefor was the consideration actually received by the
               Company for the issue of the options to purchase or rights to
               subscribe for capital stock that were exercised, plus the
               consideration actually received by the Company upon such
               exercise; and

          (E)  no further adjustment of the
               Exercise Price adjusted upon the
               issuance of any such options,
               rights, convertible securities or
               exchangeable securities shall be
               made as a result of the actual
               issuance of capital stock on the
               exercise of any such rights or
               options or any conversion or
               exchange of any such securities.

                  4.3      Upon Stock Dividends, Subdivisions or Splits.

                  (a) If, at any time after the Original Issue Date and on or
before the Expiration Date, the number of shares of Common Stock Outstanding is
increased by a stock dividend payable in shares of Common Stock or by a
subdivision or split up of shares of Common Stock, then, following the record
date for the determination of holders of Common Stock entitled to receive such
stock dividend, or to be affected by such subdivision or split up, the Exercise
Price shall be appropriately decreased by multiplying the Exercise Price by a
fraction, the numerator of which is the number of shares of Common Stock
Outstanding immediately prior to such increase and the denominator of which is
the number of shares of Common Stock Outstanding immediately after such increase
in Outstanding shares.

                                       11
<PAGE>

                  (b) If, at any time after the Original Issue Date, the Company
shall declare or pay a dividend or make a distribution to all or substantially
all holders of Outstanding Common Stock, in either case, of evidences of
indebtedness, cash or other property or securities (excluding dividends referred
to in Section 4.3(a) above) or shall issue to all or substantially all holders
of Outstanding Common Stock rights or warrants to subscribe for or purchase any
of its securities (other than options to purchase or rights to subscribe for
Common Stock, securities by their terms convertible into or exchangeable for
Common Stock, or options to purchase or rights to subscribe for such convertible
or exchangeable securities in respect of which the Holder becomes entitled to
purchase Common Stock or securities by their terms convertible into or
exchangeable for Common Stock referred to in Section 4.1 above), then in each
such case the Exercise Price shall be forthwith lowered so that the same shall
equal the price determined by multiplying the Exercise Price in effect
immediately prior to the close of business on the date (the "Record Date") fixed
for the determination of holders of Common Stock entitled to receive such
dividend or distribution by a fraction, (i) the numerator of which shall be the
Fair Market Value of the Common Stock as of the Business Day next preceding the
Record Date less the Fair Market Value, as of the Record Date, of the portion of
the evidences of indebtedness, cash or other property or securities so
distributed, or of such rights or warrants, in each case, applicable to one
share of Common Stock, and (ii) the denominator of which shall be the Fair
Market Value of the Common Stock as of the Business Day next preceding the
Record Date, with such adjustment to become effective immediately prior to the
opening of business on the day following the Record Date. Notwithstanding the
foregoing, in the event that, with respect to any dividend or distribution to
which this Section 4.3(b) would otherwise apply, the numerator in the fraction
referred to in the first sentence of this Section 4.3(b) is zero (or is a
negative number), then the adjustment provided by this Section 4.3(b) shall not
be made and in lieu of such adjustment, the Company shall deliver to the Holder
on the date fixed for payment to stockholders of the Company of such divided or
distribution, the evidences of indebtedness, assets, other property or
securities, rights or warrants so distributed in respect of the number of shares
of Warrant Stock (determined as of the close of business on the Record Date)
issuable upon exercise hereof.

                  4.4 Upon Combinations or Reverse Stock Splits. If, at any time
after the Original Issue Date, the number of shares of Common Stock Outstanding
is decreased by a combination or reverse stock split of the Outstanding shares
of Common Stock into a smaller number of shares of Common Stock, then, following
the record date to determine shares affected by such combination or reverse
stock split, the Exercise Price shall be appropriately increased by multiplying
the Exercise Price by a fraction, the numerator of which is the number of shares
of Common Stock Outstanding immediately prior to such decrease and the
denominator of which is the number of shares of Common Stock Outstanding
immediately after such decrease in Outstanding shares.

                                       12
<PAGE>

                  4.5 Upon Reclassifications, Reorganizations, Consolidations or
Mergers. In the event of any capital reorganization of the Company, any
reclassification of the stock of the Company (other than a change in par value
or from par value to no par value or from no par value to par value or as a
result of a stock dividend or subdivision, split up or combination of shares),
or any consolidation or merger of the Company with or into another Person (where
the Company is not the surviving Person or where there is a change in or
distribution with respect to the Common Stock), each Warrant shall after such
reorganization, reclassification, consolidation, or merger be exercisable for
the kind and number of shares of stock or other securities or property of the
Company or of the successor Person resulting from such consolidation or
surviving such merger, if any, to which the holder of the number of shares of
Common Stock deliverable (immediately prior to the time of such reorganization,
reclassification, consolidation or merger) upon exercise of such Warrant would
have been entitled upon such reorganization, reclassification, consolidation or
merger. The provisions of this clause shall similarly apply to successive
reorganizations, reclassifications, consolidations, or mergers. The Company
shall not effect any such reorganization, reclassification, consolidation or
merger unless, prior to the consummation thereof, the successor Person (if other
than the Company) resulting from such reorganization, reclassification,
consolidation or merger, shall assume, by written instrument, the obligation to
deliver to the Holders such shares of stock, securities or assets, which, in
accordance with the foregoing provisions, such Holders shall be entitled to
receive upon such conversion.

                  4.6 Deferral in Certain Circumstances. In any case in which
the provisions of this Section 4 shall require that an adjustment shall become
effective immediately after a record date of an event, the Company may defer
until the occurrence of such event (a) issuing to the Holder with respect to any
Warrants exercised after such record date and before the occurrence of such
event the shares of capital stock issuable upon such exercise by reason of the
adjustment required by such event and issuing to such Holder only the shares of
capital stock issuable upon such exercise before giving effect to such
adjustments, and (b) paying to such Holder any amount in cash in lieu of a
fractional share of capital stock pursuant to Section 2.3 above; provided,
however, that the Company shall deliver to such Holder an appropriate instrument
or due bills evidencing such Holder's right to receive such additional shares or
such cash.

                  4.7 Appraisal Procedure. In any case in which the provisions
of this Section 4 shall necessitate that the Appraisal Procedure be utilized for
purposes of determining an adjustment to the Exercise Price, the Company may
defer until the completion of the Appraisal Procedure and the determination of
the adjustment (1) issuing to the Holder of any Warrant exercised after the date
of the event that requires the adjustment and before completion of the Appraisal
Procedure and the determination of the adjustment, the shares of capital stock
issuable upon such exercise by reason of the adjustment required by such event
and issuing to such Holder only the shares of capital stock issuable upon such
exercise before giving effect to such adjustment and (2) paying to such Holder
any amount in cash in lieu of a fractional share of capital stock pursuant to
Section 2.3 above; provided, however, that the Company shall deliver to such
Holder an appropriate instrument or due bills evidencing such Holder's right to
receive such additional shares or such cash.

                  4.8 Adjustment of Number of Shares Purchasable. Upon any
adjustment of the Exercise Price as provided in Sections 4.1, 4.3, 4.4 and 4.5
Holders of the Warrants shall thereafter be entitled to purchase upon the
exercise thereof, at the Exercise Price resulting from such adjustment, the
number of shares of Warrant Stock (calculated to the nearest 1/100th of a share)
obtained by multiplying the Exercise Price in effect immediately prior to such
adjustment by the number of shares of Warrant Stock issuable on the exercise
hereof immediately prior to such adjustment and dividing the product thereof by
the Exercise Price resulting from such adjustment.

                                       13
<PAGE>

                  4.9      Notice of Adjustment of Exercise Price.  Whenever the
Exercise Price is adjusted as herein provided:

                           (i) the Company shall compute the adjusted Exercise
         Price in accordance with this Section 4 and shall prepare a certificate
         signed by the treasurer or chief financial officer of the Company
         setting forth the adjusted Exercise Price and showing in reasonable
         detail the facts upon which such adjustment is based, and such
         certificate shall forthwith be filed at the Designated Office; and

                           (ii) a notice stating that the Exercise Price has
         been adjusted and setting forth the adjusted Exercise Price shall
         forthwith be prepared by the Company, and as soon as practicable after
         it is prepared, such notice shall be mailed by the Company at its
         expense to all Holders at its last address as it shall appear in the
         warrant register.

                  4.10 Form of Warrant. Irrespective of and without limiting any
adjustment in the Exercise Price or the number of shares purchasable upon the
exercise of the Warrant, Warrants thereafter issued may continue to express the
same price and number and kind of shares as are stated in the original Warrant.

                  4.11 Exceptions. This Section 4 shall not apply to any shares
of Common Stock (A) issued upon exercise of options granted under the Company's
2004 stock option plan, (B) issued upon exercise of any other options, warrants
or other rights outstanding on the date hereof, (C) issued to officers and
employees pursuant to employment agreements in existence on the date hereof, (D)
issued as consideration when any corporation or business is acquired, merged
into, or becomes part of the Company or a subsidiary of the Company, (E) issued
upon exercise of any options, warrants or other rights assumed by the Company in
connection with a merger or other acquisition, provided, that such options,
warrants or other rights assumed by the Company shall not have been issued in
connection with or in contemplation of such merger or acquisition, (F) issued in
good faith in connection with any other acquisition of assets in an arms-length
transaction between the Company and an unaffiliated third party, (G) issued to,
or pursuant to rights granted to, unaffiliated market makers who enter into
warrant agreements with the Company and the issuance of such shares, or the
exercise of such rights, is (x) subject to the achievement by the market maker
of specified volume milestones in cleared products, and (y) at an issuance, or
exercise, price that is not less than the fair market value of the Common Stock
on the date of grant, or (H) issued to, or pursuant to rights granted to,
unaffiliated landlords, equipment lessors, lenders, other financial
institutions, or other vendors to, or strategic partners of, the Company
(collectively, the "Excluded Stock"); provided, that any shares issuable
pursuant to sections (D), (F) and (H) above in excess of 300,000 shares in the
aggregate, and any shares issuable pursuant to section (G) above in excess of
1,200,000 shares in the aggregate shall not constitute Excluded Stock.

                                       14
<PAGE>

5.       NO IMPAIRMENT; REGULATORY COMPLIANCE AND COOPERATION

         The Company shall not by any action, including, without limitation,
amending its charter documents or through any reorganization, reclassification,
transfer of assets, consolidation, merger, dissolution, issue or sale of
securities or any other similar voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, but will at all
times in good faith assist in the carrying out of all such terms and in the
taking of all such actions as may be necessary or appropriate to protect the
rights of the Holder against impairment. Without limiting the generality of the
foregoing, the Company shall take all such action as may be necessary or
appropriate in order that the Company may validly and legally issue fully paid
and nonassessable shares of Warrant Stock upon the exercise of this Warrant,
free and clear of all Liens, and shall use its commercially reasonable efforts
to obtain all such authorizations, exemptions or consents from any public
regulatory body having jurisdiction thereof as may be necessary to enable the
Company to perform its obligations under this Warrant.

6.       RESERVATION AND AUTHORIZATION OF COMMON STOCK

                  6.1 The Company shall at all times reserve and keep available
for issuance upon the exercise of the Warrant such number of its authorized but
unissued shares of Common Stock as will be required for issuance of the Warrant
Stock. All shares of Warrant Stock issuable pursuant to the terms of this
Warrant, when issued upon exercise of this Warrant with payment therefor in
accordance with the terms hereof, shall be duly and validly issued and fully
paid and nonassessable, not subject to preemptive rights and shall be free and
clear of all Liens. Before taking any action that would result in an adjustment
in the number of shares of Warrant Stock for which this Warrant is exercisable
or in the Exercise Price, the Company shall obtain all such authorizations or
exemptions thereof, or consents thereto, as may be necessary from any public
regulatory body or bodies having jurisdiction over such action. If any shares of
Warrant Stock required to be reserved for issuance upon exercise of the Warrant
require registration or qualification with any Governmental Entity under any
federal or state law (other than under the Securities Act or any state
securities law) before such shares may be so issued, the Company will in good
faith and as expeditiously as possible and at its expense endeavor to cause such
shares to be duly registered.

                  6.2 Before taking any action that would cause an adjustment
reducing the Exercise Price below the then par value (if any) of the shares of
Warrant Stock deliverable upon exercise of the Warrant or that would cause the
number of shares of Warrant Stock issuable upon exercise of the Warrant to
exceed (when taken together with all other Outstanding shares of Common Stock)
the number of shares of Common Stock that the Company is authorized to issue,
the Company will take any corporate action that, in the opinion of its counsel,
is necessary in order that the Company may validly and legally issue the full
number of fully paid and nonassessable shares of Warrant Stock issuable upon
exercise of the Warrant at such adjusted exercise price.

                                       15
<PAGE>

7.       NOTICE OF CORPORATE ACTIONS; TAKING OF RECORD; TRANSFER BOOKS;
WARRANTHOLDER NOT DEEMED A STOCKHOLDER

                  7.1      Notices of Corporate Actions.

         In case at any time after the original Issue Date and on or before the
Expiration Date there shall be:

                  (a) any grant by the Company to the holders of its Common
Stock, rights or warrants to subscribe for or purchase any shares of capital
stock of any class; or

                  (b) any reclassification of the Common Stock (other than a
subdivision or combination of the outstanding shares of Common Stock), or of any
consolidation, merger or share exchange to which the Company is a party and for
which approval of any stockholders of the Company is required, or of the sale or
transfer of all or substantially all of the assets of the Company (except (i) a
merger or other reorganization in which the Company shall be the surviving
corporation and holders of Common Stock receive no consideration in respect of
their shares and (ii) a merger of the Company into a wholly owned subsidiary of
the Company, the principal purpose of which, in the good faith determination of
the Board of Directors, is to change the state of incorporation of the Company);
or

                  (c)      of the voluntary or involuntary dissolution,
liquidation or winding up of the Company;

                  (d) the Company or any Subsidiary shall commence a tender
offer for all or a portion of the Outstanding shares of Common Stock (or shall
amend any such tender offer to change the maximum number of shares being sought
or the amount or type of consideration being offered therefore);

then the Company shall cause to be filed at the Designated Office, and shall
cause to be mailed to NYMEX at its last address as it shall appear in the
warrant register, (i) at least twenty (20) days prior to the applicable record
or effective date hereinafter specified, a notice stating (x) the date on which
a record is to be taken for the purpose of such dividend, distribution or
granting of rights or warrants, or, if a record is not to be taken, the date as
of which the holders of Common Stock of record who will be entitled to such
dividend, distribution, rights or warrants are to be determined, or (y) the date
on which such reclassification, consolidation, merger, share exchange, sale,
transfer, dissolution, liquidation or winding up is expected to become
effective, and the date as of which it is expected that holders of Common Stock
of record shall be entitled to exchange their shares of Common Stock for
securities, cash or other property deliverable upon such reclassification,
consolidation, merger, share exchange, sale, transfer, dissolution, liquidation
or winding up, or (ii) on the date on which such tender offer commenced, a
notice stating the date on which such tender offer commenced, the date on which
such tender offer is scheduled to expire unless extended, the consideration
offered and the other material terms thereof (or the material terms of the
amendment thereto. Such notice shall also set forth such facts with respect
thereto as shall be reasonably necessary to indicate the effect of such action
(to the extent such effect may be known at the date of such notice) on the
Exercise Price and the number and kind or class of shares or other securities or
property which shall be deliverable or purchasable upon the occurrence of such
action or deliverable upon exercise of the Warrant. Neither the failure to give
any such notice nor any defect therein shall affect the legality or validity of
any action described in clauses (a) through (d) of this Section 7.1.

                                       16
<PAGE>

                  7.2 Taking of Record. In the case of all dividends or other
distributions by the Company to the holders of its Common Stock with respect to
which any provision hereof refers to the taking of a record of such holders, the
Company will in each such case take such a record and will take such record as
of the close of business on a Business Day.

                  7.3 Closing of Transfer Books. The Company shall not at any
time close its stock transfer books so as to result in preventing or delaying
the exercise of the Warrant.

                  7.4 Warrant Holder Not Deemed a Stockholder. The Company may
deem and treat the registered Holder of the Warrant as the absolute owner
thereof (notwithstanding any notation of ownership or other writing thereon made
by anyone), for the purpose of any exercise thereof and for all other purposes,
and neither the Company nor any agent thereof shall be affected by any notice to
the contrary. Accordingly, the Company shall not be bound to recognize any
equitable or other claim to, or interest in, the Warrant on the part of any
Person other than such registered Holder, whether or not it shall have express
or other notice thereof. Prior to the valid exercise of the Warrant, no Holder
of the Warrant, as such, shall be entitled to any rights of a stockholder of the
Company, including, without limitation, the right to vote or to consent to an
action of the stockholders, to receive dividends or other distributions, to
exercise any preemptive right, or to receive any notice of meetings of
stockholders and, except as otherwise provided in the Agreement, shall not be
entitled to receive any notice of any proceedings of the Company.

8.       OFFICE OF THE COMPANY

         As long as the Warrant remains outstanding, the Company shall maintain
an office or agency, which may be the principal executive offices of the Company
(the "Designated Office"), where the Warrant may be presented for exercise,
registration of transfer, division or combination as provided in this Warrant.
Such Designated Office shall initially be the office of the Company at 465
Columbus Avenue, Valhalla, New York 10595. The Company may from time to time
change the Designated Office to another office of the Company or its agent
within the United States by notice given to all registered Holders at least ten
(10) Business Days prior to the effective date of such change.

9.       MISCELLANEOUS

                  9.1 No Implied Waivers. No failure or delay by any party in
exercising any right, power or privilege hereunder shall operate as a waiver
thereof nor shall any single or partial exercise thereof preclude any other or
further exercise thereof or the exercise of any other right, power or privilege.
The rights and remedies herein provided shall be cumulative and not exclusive of
any rights or remedies provided by law.

                  9.2 Notices. All notices, requests, consents and other
communications required or permitted hereunder shall be in writing and shall be
hand delivered or mailed postage prepaid by registered or certified mail or
transmitted by facsimile transmission (with immediate telephonic confirmation
thereafter),

                                       17
<PAGE>

                  (a) If to NYMEX:

                           NYMEX Holdings, Inc.
                           One North End Avenue
                           World Financial Center
                           New York, NY 10282
                           Attention:       Christopher K. Bowen, Esq.
                                            Richard D. Kerschner, Esq.
                           Facsimile No.: (212) 299-2299

         with a copy to (which shall not constitute notice):

                           Skadden, Arps, Slate, Meagher & Flom LLP
                           Four Times Square
                           New York, NY 10036-6522
                           Attention:       Eric J. Friedman, Esq.
                             Michael J. Zeidel, Esq.
                           Facsimile No.: (212) 735-2000


                               or

                  (b) If to the Company:

                           Optionable, Inc.
                           465 Columbus Avenue
                           Valhalla, NY 10595
                           Attention: Kevin Cassidy
                           Facsimile No.: (914) 773-1500

         with a copy to (which shall not constitute notice):

                           Kelley Drye & Warren LLP
                           13th Floor, 400 Atlantic Street
                           Stamford, CT 06901
                           Attention: Brian J. Calvey, Esq.
                           Facsimile No.: (203) 327-2669

or at such other address as the parties each may specify by written notice to
the others, and each such notice, request, consent and other communication shall
for all purposes of the Warrant be treated as being effective or having been
given when delivered if delivered personally, upon receipt of facsimile
confirmation if transmitted by facsimile, or, if sent by mail, at the earlier of
its receipt or seventy-two (72) hours after the same has been deposited in a
regularly maintained receptacle for the deposit of United States mail, addressed
and postage prepaid as aforesaid.

                                       18
<PAGE>

                  9.3 Limitation of Liability. No provision hereof, in the
absence of affirmative action by the Holder to purchase shares of Warrant Stock,
and no enumeration herein of the rights or privileges of the Holder hereof,
shall give rise to any liability of such Holder to pay the Exercise Price for
any Warrant Stock other than pursuant to an exercise of this Warrant or any
liability as a stockholder of the Company, whether such liability is asserted by
the Company or by creditors of the Company.

                  9.4 Remedies. Each Holder of Warrants and/or Warrant Stock, in
addition to being entitled to exercise its rights granted by law, including
recovery of damages, shall be entitled to specific performance of its rights
provided under this Warrant. The Company agrees that monetary damages would not
be adequate compensation for any loss incurred by reason of a breach by it of
the provisions of this Warrant and hereby agrees, in an action for specific
performance, to waive the defense that a remedy at law would be adequate.

                  9.5 Successors and Assigns. This Warrant and the rights and
obligations evidenced hereby shall inure to the benefit of and be binding upon
the successors of the Company and the permitted successors and assigns of the
Holder hereof.

                  9.6 Amendment. This Warrant and all other Warrants may be
modified or amended or the provisions hereof waived only with the written
consent of the Company and the Holder or, in the case of any transfer of this
Warrant to multiple Persons, the written consent of the Company and two-thirds
of the Holders. Notwithstanding the foregoing, without a Holder's written
consent no such modification, amendment or waiver shall affect adversely such
Holder's rights hereunder in a discriminatory manner inconsistent with its
adverse effects on rights of other Holders hereunder (other than as reflected by
the different number of shares of Warrant Stock held by such Holders). This
Warrant cannot be changed, modified, discharged or terminated by oral agreement.

                  9.7 Severability. Wherever possible, each provision of this
Warrant shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Warrant shall be prohibited by or
invalid under applicable law, such provision shall be ineffective to the extent
of such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Warrant.

                  9.8 Headings. The headings and other captions in this Warrant
are for the convenience and reference only and shall not be used in
interpreting, construing or enforcing any provision of this Warrant.

                  9.9 Governing Law; Jurisdiction; Waiver of Jury Trial. The
Internal Laws, and not the laws of conflicts (other than Section 5 1401 of the
general obligations law of the state of New York), of New York shall govern the
enforceability and validity of this warrant, the construction of its terms and
the interpretation of the rights and duties of the Company. Any suit, action or
proceeding seeking to enforce any provision of, or based on any matter arising
out of or in connection with, this Warrant or any other Warrant or the
transactions contemplated hereby may be brought in any federal or state court
located in the County and State of New York, and each of the parties hereby
consents to the jurisdiction of such courts (and of the appropriate appellate
courts therefrom) in any such suit, action or proceeding and irrevocably waives,
to the fullest extent permitted by law, any objection which it may now or
hereafter have to the laying of the venue of any such suit, action or proceeding
in any such court or that any such suit, action or proceeding which is brought
in any such court has been brought in an inconvenient forum. Process in any such
suit, action or proceeding may be served on any party anywhere in the world,
whether within or without the jurisdiction of any such court. Without limiting
the foregoing, each party agrees that service of process on such party as
provided in Section 9.2 shall be deemed effective service of process on such
party.

                                       19
<PAGE>

                  9.10 Aggregation of Stock. All Warrant Stock held by or
acquired by Affiliated Persons will be aggregated together for the purpose of
determining the availability of any rights under this Warrant.

                  9.11 Entire Agreement. This Warrant contains the entire
agreement with respect to the subject matter hereof and supersedes and replaces
all other prior agreements, written or oral, with respect to the subject matter
hereof.

                  9.12     Waiver of Jury Trial.  EACH OF THE PARTIES HERETO
HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY

                            [Execution Page Follows]

         IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed as of the Original Issue Date.



                                            Optionable, Inc.
                                            By:   /s/ Kevin P. Cassidy
                                                  ------------------------
                                                  Name:  Kevin P. Cassidy
                                                  Title:  CEO

                                       20
<PAGE>

                                     ANNEX A

                                SUBSCRIPTION FORM

                 [To be executed only upon exercise of Warrant]

         The undersigned registered owner of this Warrant irrevocably exercises
this Warrant for the purchase of ______ shares of Common Stock of Optionable,
Inc. and herewith makes payment therefor in __________, all at the price and on
the terms and conditions specified in this Warrant and requests that
certificates for the shares of Common Stock hereby purchased (and any securities
or other property issuable upon such exercise) be issued in the name of and
delivered to _________________ whose address is
______________________________________________________________________________



                                       _______________________________
                                       (Name of Registered Owner)
                                       _______________________________
                                       (Signature of Registered Owner)
                                       _______________________________
                                       (Street Address)
                                       _______________________________
                                       (City) (State) (Zip Code)

NOTICE:           The signature on this subscription must correspond with the
                  name as written upon the face of the within Warrant in every
                  particular, without alteration or enlargement or any change
                  whatsoever.



                                     ANNEX B

                                 ASSIGNMENT FORM

         FOR VALUE RECEIVED the undersigned registered owner of this Warrant
hereby sells, assigns and transfers unto the assignee named below all of the
rights of the undersigned under this Warrant, with respect to the number of
shares of Common Stock set forth below:


                                                             No. of Shares of
Name and Address of Assignee                                 Common Stock
--------------------------------------------------------------------------------










                                       21
<PAGE>


and does hereby irrevocably constitute and appoint ________ _____________
attorney in fact to register such transfer onto the books of Optionable Inc.
maintained for the purpose, with full power of substitution in the premises.


Dated:                                                       Print Name:

Signature:
                                                             Witness:

NOTICE:           The signature on this assignment must correspond with the name
                  as written upon the face of the within Warrant in every
                  particular, without alteration or enlargement or any change
                  whatsoever.




                                       22