SEPARATION
AGREEMENT

    


    THIS SEPARATION AGREEMENT (as
the same may be amended, modified or supplemented from time to time, the
“Agreement”) is made and entered into in New York, New York, this 28th day of
January, 2009, by and between Optionable, Inc., a Delaware corporation
(including its successors, the “Corporation”), and Edward J. O’Connor
(“EJO”).

    


    WHEREAS, EJO is a co-founder
of the Corporation, is currently the only co-founder serving as an officer or
director of the Corporation and has served as a director and an officer of the
Corporation continuously since its inception, and currently serves as the
Corporation’s President and a director;

    


    WHEREAS, the Corporation has
determined that EJO’s continued cooperation will be essential to its defense of
claims brought by the CFTC against the Corporation and any claims that may be
brought against the Corporation by one or more individual private
plaintiffs;

    


    WHEREAS, EJO has indicated his
desire to resign from his position as the President of the Corporation, subject
to the terms and conditions of this Agreement, and the Corporation has indicated
its willingness, subject to the terms and conditions of this Agreement
(including, Section 8(a) hereof), to accept EJO’s resignation;

    


    WHEREAS, in connection with
his resignation as the President of the Corporation, EJO has agreed to accept a
substantial reduction in his annual compensation;

    


    WHEREAS, EJO is currently
entitled to indemnification by the Corporation to the maximum extent permissible
under applicable law;

    


    WHEREAS, the parties have
agreed that EJO’s resignation of his role as the President of the Corporation
shall be effective as of January 28, 2009 (the "Effective
Date");

    


    WHEREAS, EJO and the
Corporation wish to set forth their respective rights and obligations with
respect to the termination of EJO’s role as President;

    


    NOW, THEREFORE, in
consideration of the premises and mutual covenants and agreements hereinafter
contained, the parties hereto agree as follows:

    


    1. Resignation; Director Status
Unaffected.  The parties hereby agree that the employment
arrangement between EJO and the Corporation pursuant to which EJO serves as the
Corporation’s President is terminated as of the Effective Date. Except as
expressly provided in this Agreement, all rights and obligations of EJO and the
Corporation with respect to EJO's employment as the President of the Corporation
are duly and effectively terminated as of the Effective Date.  After the
Effective Date, EJO agrees to cooperate with the Corporation as is reasonably
necessary to assist on transitional issues.  EJO shall remain in his
role as a director of the Corporation until such time as his successor is duly
nominated and qualified.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    2. Severance Payment; COBRA
Benefits.  Except as provided or referenced herein, or under
applicable law, EJO will not be eligible for any compensation or
employer-sponsored benefits after the Effective Date, other than a monthly
severance payment of $2,083.33 (net of applicable withholding), payable on or
before the 15th of each
month (starting with February 15, 2009) for twelve consecutive
months.  EJO shall be entitled to continue his participation in any
health insurance plan in which he participated immediately prior to the
Effective Date to the maximum extent permissible under COBRA.

    


    3. Corporation Property.
EJO warrants that he has returned to the Corporation; or will return to the
Corporation on or before the Effective Date, all credit cards, computers,
telecommunications equipment and keys. Notwithstanding anything to the contrary
in this Section 3, for so long as EJO is a member of the Corporation’s Board of
Directors and, should EJO no longer be such a member, for so long as the Board
of Directors permit, EJO shall (a) retain one computer already in his home, (b)
retain the mobile phone already in his possession as of the date of this
Agreement and (c) be fully reimbursed by the Corporation for the phone service
and usage bills and fees associated with such mobile phone.  As of the
Effective Date, EJO agrees that he shall not represent to any third party that
he is acting as an officer of the Corporation.  The foregoing
limitations, however, shall in no way interfere or restrict his: (i) full
discharge of his duties as a director of the Corporation for such time as he
remains a director of the Corporation, (ii) defense of, or other participation
in, any claims, proceedings, suits actions, investigations, disputes or similar
matter to which he is currently, or may become after the Effective Date (whether
individually or as an agent of the Corporation), a party.

    


    4.  Non-Compete.

    


    a. EJO shall
not, for a one (1) year period commencing on the Effective Date, directly or
indirectly, (a) be employed by, engage in or participate in the ownership,
management, operation or control of, or act in any advisory or other capacity
for, any Competing Entity which conducts its business within the Territory (as
the terms Competing Entity and Territory are hereinafter defined); provided, however, that
notwithstanding the foregoing, EJO may make solely passive investments in any
Competing Entity the common stock of which is "publicly held" and of which EJO
shall not own or control, directly or indirectly, in the aggregate securities
which constitute five percent (5%) or more of the voting rights or equity
ownership of such Competing Entity, (b) solicit or divert any business or any
customer from the Corporation or assist any person, firm or corporation in doing
so or attempting to do so, (c) cause or seek to cause any person, firm or
corporation to refrain from dealing or doing business with the Corporation or
assist any person, firm or corporation in doing so or (d) solicit for
employment, or advise or recommend to any other person that they employ or
solicit for employment or retention as an employee or consultant, any person who
is an employee of, or exclusive consultant to, the Corporation.  For
purposes of this Section 4, the term "Competing Entity", shall mean any
entity which is presently or hereafter engaged in the business of providing
to third parties products or services similar to those provided by the
Corporation as of the Effective Date. The term "Territory" shall mean North
America. Notwithstanding anything in the above to the contrary, EJO
may engage in the activities Set forth in this Section 4 hereof with the
prior written consent of the Corporation, which consent may be withheld in
the Corporation’s sole discretion.  For avoidance of doubt, the
Corporation is not engaged in the business of commodities trading.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    b. EJO
acknowledges and agrees that the covenants set forth in this Section 4 are
reasonable and necessary in all respects for the protection of
Corporation's legitimate business interests (including without limitation
Corporation's confidential, proprietary information and trade secrets and
client good-will, which represents a significant portion of Corporation's
net worth and in which Corporation has a property interest). EJO
acknowledges and agrees that, in the event that he breaches any of the
covenants set forth in this Section 4, the
Corporation shall be irreparably harmed and shall not have an adequate remedy
at law, and, therefore, in the event of such a breach, Corporation shall be
entitled to injunctive relief, in addition to (and not exclusive of) any other
remedies (including monetary damages) to which Corporation may be entitled under
law, without the necessity of proving damages or posting any bond in connection
therewith..  If any covenant set forth in this Section 4 is deemed
invalid or unenforceable for any reason, it is the parties' intention that such
covenants be equitably reformed or modified to the extent necessary (and only to
such extent) to render it valid and enforceable in all respects. In the event
that the time period and geographic scope referenced above is deemed
unreasonable, overbroad, or otherwise invalid, it is the Parties' intention
that the enforcing court shall reduce or modify the time period and/or
geographic scope to the extent necessary (and only to such extent) to
render such covenants enforceable in all respects.

    


    5. Mutual
Non-Disparagement:

    


    EJO,
solely on behalf of himself and his estate, and the Corporation, for itself and
on behalf of its officers, directors, partners, managers, members, employees,
agents, and attorneys, with regard to EJO and his employment with the
Corporation and his service to the Corporation, expressly acknowledge, agree,
and covenant that they will not make any statements, comments, or communications
that could constitute disparagement of one another or that may be considered to
be derogatory or detrimental to the good name or business reputation of one
another; provided, however, that the
terms of this Section 5 shall not apply to communications between EJO and his
spouse, mental health professional, clergy, or attorneys, to any statement,
testimony or response he is asked to provide in any legal or arbitral proceeding
or investigation or to any statement he makes to enforce or defend his rights
under this Agreement.  Similarly, the terms of this Section 5 shall
not apply to communications between the Corporation and its attorneys, to any
statement, testimony or response any of its agents is asked to provide in any
legal or arbitral proceeding or investigation or to any statement any of its
agents makes to enforce or defend the Corporation’s  rights under this
Agreement.  Where applicable, this mutual non-disparagement covenant
applies to any public or private statements, comments, or communications in any
form, whether oral, written, or electronic. The parties further agree that they
will not in any way solicit any such statements, comments, or
communications.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    6. Mutual
Release

    


    a. EJO, for
himself and his estate, hereby releases, waives and forever discharges and
agrees to indemnify and hold the Corporation and its officers, directors,
shareholders, agents, successors and assigns harmless from any and all of
EJO’s claims and causes of action, any demands, liens, agreements,
promises, suits, obligations, controversies, debts, costs, expenses, damages,
judgments, orders and liabilities from intentional infliction of emotional harm
or distress, discrimination, harassment and/or retaliation solely on account of
age, sex, sexual orientation, race, color, religion, marital status, disability,
height, weight, national origin, or any other classification recognized under
any law, or violations of the Civil Rights Act of 1866, as amended, the Civil
Rights Act of 1964, as amended, the Civil Rights Act of 1991, as amended, the
Age Discrimination in Employment act of 1967, as amended, the Americans with
Disabilities Act of 1990, the Rehabilitation At of 1973, as amended, the Older
Workers Benefit Protection Act, as amended, the Medical Leave Act of 1993, as
amended, or the Elliott-Larsen Civil Rights Act, whether known or unknown,
suspected or unsuspected, fixed or contingent, concealed or hidden, arising from
the beginning of time to the date of this Agreement, but expressly excluding
EJO’s rights and the Corporation’s obligations under this Agreement and
expressly excluding the right of EJO to indemnification or other benefit for any
act or omission in connection with his service as an officer and a director of
the Corporation.  EJO’s release pursuant to this Section 6(a)
includes, without limitation, any facts or circumstances arising out of or in
any way connected with any federal, state, local or municipal constitution,
statute, ordinance, executive order, regulation, or the common law relating to
employment discrimination, or claims growing out of any legal restrictions on
the rights of the Corporation to discharge its employees, that EJO now has or
claims to have, or which EJO heretofore had, or which EJO may have or claim to
have at any time hereafter, and EJO expressly waives any and all remedies that
may be available thereunder.  EJO EXPRESSLY ACKNOWLEDGES THAT THE
CONSIDERATION SET FORTH IN THIS AGREEMENT CONSTITUTES AND THE OTHER AGREEMENTS
HEREUNDER CONSTITUTE ADEQUATE AND SUFFICIENT CONSIDERATION FOR THE FOREGOING
RELEASE.

    


    b. The
Corporation, to the maximum extent pursuant to applicable law, hereby releases,
waives and forever discharges and agrees to indemnify and hold EJO harmless
from any and all of the Corporation’s claims and causes of action, any
demands, liens, agreements, promises, suits, obligations, controversies, debts,
costs, expenses, damages, judgments, orders and liabilities of whatever kind or
nature at law, equity or otherwise, whether known or unknown, suspected or
unsuspected, fixed or contingent, concealed or hidden, arising from the
beginning of time to the date of this Agreement, but expressly excluding any
release that would be expressly unenforceable under applicable law and expressly
excluding the Corporation’s rights and EJO’s obligations under this
Agreement.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    7. Confidentiality
..

    


    a.  The
parties hereto agree that the terms and conditions of this Agreement are
confidential and further agree that they shall not divulge the terms of
this Agreement to third parties generally, except as required by applicable
law or to enforce this Agreement or to defend against a claim related
thereto and except that the parties may reveal such terms to their respective
accountants, legal counsel and other professional advisors. In the event this
covenant of confidentiality is breached, the Corporation and EJO will have
and may pursue legal remedies for any damage arising from a breach of
this provision. The parties agree that any press release or other
public disclosure relating to the contents of this Agreement shall be
mutually acceptable to both parties hereto. Notwithstanding the foregoing, the
Corporation shall be under no obligation to reach agreement with EJO on the
contents of any such public announcement or disclosure required by
applicable law, rule or regulation, including, but not limited to, any
public announcement or disclosure required by federal or state securities
laws, rules or regulations. Notwithstanding the above, the parties may make
any disclosure required by law, subpoena, regulation or governing authority,
including disclosure required by a self-regulatory organization such as the NASD
or the Securities and Exchange Commission and to their respective lawyers and
accountants.

    


    b. 
EJO
possesses and will continue to possess information that has been created,
discovered, or developed by, or otherwise become known to, EJO (including,
without limitation, information created, discovered, developed or made known by
EJO during the period of or arising out of EJO’s affiliation with the
Corporation, whether before or after the date hereof) or in which property
rights have been or may be assigned or otherwise conveyed to the Corporation,
information which has commercial value in the business in which the Corporation
is engaged and is treated by the Corporation as confidential.  All
such information is hereafter called “Proprietary Information”, which term, as
used herein, shall also include, but shall not be limited to, systems,
processes, formulae, data, functional specifications, computer programs,
know-how, improvements, discoveries, developments, designs, inventions,
techniques, marketing plans, strategies, forecasts, new products, unpublished
financial statements, budgets, projections, licenses, prices, costs, customer
and supplier lists, and information concerning the levels and kinds of business
transacted by or with customers and suppliers.  Proprietary
Information has been obtained and developed by the Corporation at its sole
expense and is the sole and exclusive property of the
Corporation.  EJO neither has nor shall have any right, title or
interest herein.  EJO hereby assigns to the Corporation any rights he
may have or acquire in Proprietary Information.  EJO agrees that at
all times after the Effective Date he will not, directly or indirectly, use,
divulge, furnish or make accessible to anyone, for any purpose whatsoever, any
Proprietary Information of the Corporation, unless and to the extent that the
Proprietary Information becomes generally know to and available for use by the
public other than as a result of EJO’s acts or omissions to act.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

       

    

    
      8.  Cooperation;
Indemnification.

    

    


    a.  EJO
agrees to give reasonable cooperation, at the Corporation's request, in any
pending or future litigation, regulatory proceeding or arbitration brought
against the Corporation or any of its affiliates and in any investigation the
Corporation or any of its affiliates may conduct. EJO shall be reimbursed for
all time spent, after the Effective Date, at an hourly rate of $500 per hour.
The Corporation shall reimburse EJO for all expenses reasonably incurred by him
in compliance with this Section 8.
Furthermore, EJO agrees, in the event he receives a court or administrative
order, subpoena, request for interview or similar demand regarding the
Corporation, including, but not limited to, from a regulatory or law enforcement
agency, he shall, except to the extent he is advised not to do so by his legal
counsel, immediately inform the Corporation in writing of his receipt of such
subpoena request or similar demand.

    


    b. The
Corporation agrees to cause its employees, officers, directors, agents and other
representatives to give reasonable cooperation, at EJO’s request, in any
threatened, pending or completed action, suit or proceeding (whether civil,
criminal, administrative, formal or informal investigative or other), whether
instituted by the any governmental agency, the NASD, NYSE, SEC, stockholder of
the Corporation, or any other party, or any inquiry or investigation that EJO in
good faith believes might lead to the institution of any such action, suit or
proceeding (“Claims”) brought against EJO.

    


    c. The
Corporation shall, to the fullest extent permitted by applicable law, indemnify
EJO if he is, or is threatened to be, made a party to any threatened, pending or
completed Claim, by reason of the fact that he is or was, a director or officer
of the Corporation, or is or was serving, as a director, officer or trustee of,
or in a similar capacity with, another corporation, partnership, joint venture,
trust or other enterprise (including any employee benefit plan), or by reason of
any action alleged to have been taken or omitted in such capacity, against all
expenses (including attorneys’ fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by or on behalf of EJO in connection
with such action, suit or proceeding and any appeal
therefrom.  The  Corporation shall pay in advance of the
final disposition of such matter any expenses (including reasonable attorneys’
fees) incurred by EJO in defending a civil, criminal, regulatory, administrative
or investigative action, suit, proceeding or investigation or any appeal
therefrom; provided, however, that the
payment of such expenses incurred by EJO in advance of the final disposition of
such matter shall be made only upon receipt of an undertaking by EJO to repay
all amounts so advanced in the event that it shall ultimately be determined that
he is not entitled to be indemnified by the Corporation as authorized in this
Agreement, which undertaking shall be accepted without reference to his
financial ability to make such repayment.  In any suit brought by EJO
to enforce a right to indemnification or to an advancement of expenses
hereunder, or by the Corporation to recover an advancement of expenses pursuant
to the terms of an undertaking, the burden of proving that EJO is not entitled
to be indemnified, or to such advancement of expenses, under this Agreement or
otherwise shall be on the Corporation, and absent a final determination in favor
of the Corporation, the Corporation shall be further obligated to pay or
reimburse (including through the advancement of expenses described herein) EJO
for the fees (including attorneys’ fees) he incurs to enforce or defend his
rights hereunder.  The Corporation shall not indemnify EJO if he is
seeking indemnification in connection with a proceeding (or part thereof)
initiated by him (other than as a cross-claim, counterclaim or third party claim
or to enforce or defend his rights under this Agreement) unless the initiation
thereof was approved by the Board of Directors of the Corporation.  In
addition, the Corporation shall not indemnify EJO to the extent he is reimbursed
from the proceeds of insurance, and in the event the Corporation makes any
indemnification payments to him and he is subsequently reimbursed from the
proceeds of insurance, EJO shall promptly refund such indemnification payments
to the Corporation to the extent of such insurance reimbursement.  All
determinations hereunder as to EJO’s entitlement to indemnification or
advancement of expenses shall be made in each instance by a court of competent
jurisdiction.  The indemnification rights provided herein (a) shall
not be deemed exclusive of any other rights to which EJO may be entitled under
any law, agreement or vote of stockholders or disinterested directors or
otherwise, and (b) shall inure to the benefit of his heirs, executors and
administrators.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    d. The
Corporation shall maintain, at all times from the Effective Date and thereafter
so long as EJO shall be subject to any possible Claim, by reason of the fact
that EJO was serving as either an officer or a director of the Corporation,
liability insurance (such as Directors’ and Officers’ liability insurance) of
such scope and coverage amounts as the Corporation certifies to EJO is
sufficient to reasonably ensure that it will be able to fully honor its
obligations to EJO under Section 8 of this  Agreement and any similar
right that EJO may have under the Corporation’s bylaws or under applicable
law.  If EJO provides an evaluation by a third party insurance
consultant that either the scope, coverage levels, or both, are materially
deficient to enable the Corporation to reasonably ensure that it will be able to
fully honor its obligations to EJO under Section 8 of this Agreement, then the
Corporation and EJO shall use commercially reasonable efforts to reconcile any
such discrepancies within ten business days of notice from EJO to the
Corporation.  If the parties are unable to reach a mutually
satisfactory conclusion, the dispute shall be resolved as set forth in Section
18 of this Agreement.  If EJO is the substantially prevailing party in
such arbitration or other resolution of a dispute contemplated by the preceding
two sentences, then the Corporation shall reimburse EJO for all fees (including
attorneys’ fees) and expenses he incurred to obtain such evaluation and all fees
(including attorneys’ fees) and expenses he incurred to resolve any dispute with
the Corporation or to enforce his rights under this sentence.  EJO’s
right to contest the certification set forth in this paragraph 8(d) shall be
exercisable no more frequently than annually, unless timeliness or the interests
of justice otherwise require, or unless the Corporation changes liability
insurance carriers during such twelve month period.

    


    e.  The
Corporation shall require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the
business or assets of the Corporation, expressly to assume and agree to perform
this Agreement in the same manner and to the same extent that the Corporation
would be required to perform if no such succession had taken place.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    9. Acknowledgement of
Consideration. EJO acknowledges that the only consideration that he has
received for executing this Agreement is the consideration set forth in this
Agreement and that no other promise, inducement, threat, agreement or
understanding of any kind or description has been made with or to EJO by the
Corporation to cause him to agree to the terms of this Agreement.

    


    10. Notices.  All
notices, requests, demands and other communications under this Agreement shall
be in writing and shall be deemed to have been duly given (i) on the date of
service if served personally on the party to whom notice is to be given; (ii) on
the day of transmission if sent via facsimile transmission to the facsimile
number given below, and telephonic confirmation of receipt is obtained promptly
after completion of transmission; (iii) on the day after delivery to Federal
Express or similar overnight courier or the Express Mail service maintained by
the United States Postal Service; or (iv) on the fifth day after mailing, if
mailed to the party to whom notice is to be given, by first class mail,
registered or certified, postage prepaid and properly addressed, to the party as
follows:

    


    If to the
Corporation to:

    


    Optionable,
Inc.

    ________________

    ________________

    Attention:

    Fax
No.

    


    If to EJO to:

    


    Mr.
Edward J. O’Connor

    


    


    


    or at
such other place as may be designated by a party in writing by like
notice.

    


    11. Further
Assurances  Each of the parties hereto shall execute and
deliver any and all additional papers, documents, and other assurances, and
shall do any and all acts and things reasonably necessary in connection with the
performance of their obligations hereunder and to carry out the intent of the
parties hereto.

    


    12. Headings  The
section headings contained herein are for convenience only and shall not be
deemed to control or affect the meaning or construction of any provision of this
Agreement.

    


    13. Counterparts.  This
Agreement may be executed in counterparts, it being understood that such
counterparts, taken together, shall constitute but one and the same
agreement.  A facsimile signature shall constitute an original
signature.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    14. Governing Law, Venue, Waiver
of Jury Trial   This Agreement shall be governed by and
construed and enforced in accordance with the laws of the New York (regardless
of the laws that might be applicable under principles of conflicts of law) as to
all matters, including but not limited to, matters of validity, construction,
effect and performance. The parties hereto hereby consent to the exclusive
jurisdiction of the United States District Court for the Southern District of
New York, and waive any contention that such court is an improper venue for the
enforcement of this Agreement.  Each of the parties irrevocably waives
any right it may have to a trial by jury in any such action, suit or
proceeding.

    


    15. Entire
Agreement   This Agreement sets forth the entire agreement
among the parties with respect to the subject matter hereof and supersedes all
prior agreements or understandings among the parties pertaining to the subject
matter hereof, whether oral, implied or written.  There are no
warranties, representations or other agreements between the parties in
connection with the subject matter hereof except as specifically set forth or
incorporated herein.

    


    16. Interpretation. The
division of this Agreement into Sections, and subsections and the insertion of
headings are for convenience of reference only and will not affect its
construction or interpretation.  Terms of gender will be deemed
interchangeable, as will singular and plural terms, in each case, unless the
context otherwise requires.

    


    17. No
Amendment/Waiver.  This Agreement may not be amended or
modified in any manner nor may any of its provisions be waived except by written
amendment executed by the parties expressly indicating the parties’ intention to
so amend or modify this Agreement.  Any such amendment, modification
or waiver shall be effective only in the specific instance and for the purpose
for which it was given.

    


    18. Arbitration.  Any
controversy or claim arising out of or relating to this Agreement shall be
settled by arbitration in New York City which shall be in accordance with the
rules and procedures of the American Arbitration Association as such rules and
procedures shall be in effect on the date of delivery of demand for
arbitration.  The arbitration of such issues, including the
determination of the amount of any damages suffered by either party hereto by
reason of the acts or omissions of the other, shall be to the exclusion of any
court of law.  The decision of the arbitrators or a majority of them
shall be final and binding on both parties and their respective heirs,
executors, administrators, successors and assigns.  Judgment upon the
award rendered by the arbitrators may be entered in any court having
jurisdiction.  There shall be three arbitrators, one to be chosen
directly by each party at will and the third arbitrator to be selected by the
two arbitrators so chosen.  All costs of the arbitration, including
the cost of the third arbitrator, the record or transcripts thereof, if any,
administrative fees, fees and expenses incurred by both parties (including
attorneys’ fees) in connection with the arbitration or any proceeding related
thereto or any settlement thereof, and all other fees and costs shall be borne
by the Corporation; provided, that if the
arbitrators determine that EJO has breached his obligations under this Agreement
and that the Corporation is not in breach of any of its obligations under this
Agreement, then EJO shall be responsible for paying his own costs and expenses
in connection with the arbitration.  Nothing contained herein shall be
construed or interpreted to preclude the Corporation prior to, or pending the
resolution of, any matter subject to arbitration from seeking injunctive relief
in any court for any breach or threatened breach of any of EJO’s agreements in
this Agreement.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    19. Non-Assignability.  The
obligations of EJO and the Corporation hereunder are personal and may not be
assigned or transferred in any manner whatsoever, nor are such obligations
subject to involuntary alienation, assignment or transfer.

    


    20. Severability.  The
various Sections of this Agreement are severable, and if any Sections or an
identifiable part thereof is held to be invalid or unenforceable by any court of
competent jurisdiction, then such invalidity or unenforceability shall not
affect the validity or enforceability of the remaining Sections or identifiable
parts thereof in this Agreement, and the parties hereto agree that the portion
so held invalid, unenforceable or void shall, if possible, be deemed amended or
reduced in scope, or otherwise be stricken from this Agreement, to the extent
required for the purposes of the validity and enforcement
hereof.  Notwithstanding the foregoing, if the Corporation’s
obligations set forth in Section 8 hereof are unenforceable for any reason, EJO
shall have the right to elect that this Agreement shall be deemed null and void
as of the Effective Date, and EJO shall be entitled to indemnification for all
damages, liabilities, costs and expenses (including attorneys’ fees) he has
incurred from and after the Effective Date pursuant to or in reliance on this
Agreement.

    


    21. No Strict
Construction.  The parties hereto have participated jointly in
the negotiation and drafting of this Agreement.  In the event any
ambiguity or question of intent or interpretation arises, this Agreement shall
be construed as if drafted jointly by all parties hereto, and no presumption or
burden of proof shall arise favoring or disfavoring any party by virtue of the
authorship of any provision of this Agreement.

    


    22. Third Party
Beneficiaries.   EJO’s estate and heirs are intended third
party beneficiaries of EJO’s rights and the Corporation’s obligations
hereunder.

    


    


    SIGNATURE
PAGE FOLLOWS

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    IN WITNESS WHEREOF, the
parties hereto have executed this Agreement on and as of the day and year first
above written.

    


    
    

     

    
      	 	      
              OPTIONABLE,
      INC.

            
	 	 
	 	 
	 	      
              By:
      /s/
      Marc-Andre Boisseau

              Name:Marc-Andre
      Boisseau

              Title:
      CFO

            


    

     

     

     

    I hereby
submit my resignation as an employee and an officer of Optionable, Inc., and
agree to the terms, conditions and agreements set forth in this Separation
Agreement. To the extent that I am an officer or employee of any entity
affiliated with Optionable, Inc., I hereby resign all of such
positions.

    


    My signature below indicates that I
have had at least 21 days to consider the terms and conditions of this
Separation Agreement and that I have been advised to consult with an attorney
prior to executing this Separation Agreement. I understand that for a period of
seven days following the execution of the Separation Agreement, I may revoke
this Separation Agreement by delivering a written notice to the Corporation to
that effect. Lastly, my signature below indicates that I have carefully read and
reviewed this Separation Agreement, that I fully understand all of it’s terms
and conditions and that, except as provided herein, I have not relied upon any
representations by the Corporation or any of its affiliates, employees or agents
concerning the terms of this Separation Agreement, and execute and deliver this
Separation Agreement freely and voluntarily.

    


    
       

      
        	 	      
                /s/
      Edward J. O’Connor

                Edward
      J.
O’Connor