Exhibit 4.2             Form of Incentive Stock Option Agreement

                                OPTIONABLE, INC.

                        INCENTIVE STOCK OPTION AGREEMENT



THIS INCENTIVE STOCK OPTION AGREEMENT (the "Agreement") is made and entered into
as of _______, 2004 (the "Grant Date") by and between Optionable, Inc., a
Delaware corporation (the "Company"), and ______________ (the "Optionee").

WHEREAS, the Company desires to grant the Optionee a stock option under the
Company's 2004 Stock Option Plan (the "Plan") to acquire shares of the Company's
Common Stock, $0.001 par value per share (the "Common Stock").

WHEREAS, Section 5 of the Plan provides that each option is to be evidenced by
an award agreement, setting forth the terms and conditions of the option.

NOW THEREFORE, in consideration of the premises and of the mutual covenants and
agreements contained herein, the Company and the Optionee hereby agree as
follows:

                  Grant of Option. The Company hereby grants to the Optionee,
under the Plan and subject to the terms and conditions of the Plan, a stock
option (the "Option") to purchase all or any part of the number of shares of
Common Stock (the "Shares") set forth below the Optionee's name on the signature
page hereto, on the terms and conditions hereinafter set forth. The Option
granted hereunder shall be treated as an incentive stock option under section
422 of the Internal Revenue Code of 1986, as amended (the "Code").

                  Exercise Price. The exercise price per share ("Exercise
Price") for the Shares covered by the Option shall be ten cents ($.10) per
Share, subject to adjustment pursuant to Section 10.

                  Vesting.

The right to exercise the Option shall be ___ vested upon the Grant Date. The
"Vested Percentage" of the Option shall be as follows:



                  The right to exercise this Option shall immediately vest in
the event of a "Change of Control" of the Company. For this purpose, a "Change
of Control" means the acquisition after the date hereof, directly or indirectly,
by any Person of ownership of, or the power to direct the exercise of voting
power with respect to, a majority of the issued and outstanding voting shares of
the Company. For this purpose, a "Person" means an individual or a corporation,
partnership, trust, incorporated or unincorporated association, joint venture,
limited liability company, joint stock company, government (or an agency or
political subdivision thereof) or other entity of any kind.


                  Term of Options.

                  Cancellation and Forfeiture. The Option shall be cancelled and
                                    shall be null and void, and the Optionee
                                    shall forfeit all rights pursuant to the
                                    Option, (i) if the Optionee does not execute
                                    and return this Agreement to the Company
                                    within sixty (60) days of the Grant Date,
                                    (ii) unless otherwise agreed to in writing
                                    by the Board, upon the Optionee's
                                    bankruptcy, and (iii) upon the Optionee's
                                    attempted assignment or transfer of the
                                    Option in violation of Section 9.

                  Termination.      The Option shall terminate and shall no
                                    longer be exercisable, even if vested, upon
                                    the earliest to occur of the following
                                    events:

                                    _________;

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                                    if the Optionee dies, the first anniversary
                                    of the date of death;

                                    immediately upon the termination of the
                                            Optionee's employment or service as
                                            a consultant for Cause, or because
                                            the Optionee is in breach of any
                                            employment or consulting agreement
                                            with the Company or one of its
                                            subsidiaries, in each case as
                                            determined by the Board. For
                                            purposes of this  Agreement "Cause"
                                            shall  mean (A) deliberate or
                                            intentional failure, in a continuing
                                            or repeated  manner, by the Optionee
                                            to  substantially perform the
                                            material duties of Optionee's
                                            employment or consulting
                                            relationship (other than due to
                                            Disability), (B) deliberate  or
                                            intentional engagement  by the
                                            Optionee in conduct which is
                                            materially  detrimental to the
                                            reputation, goodwill, business or
                                            operations or the Company or any of
                                            its subsidiaries, (C) willful  fraud
                                            or material dishonesty by the
                                            Optionee  in connection with the
                                            performance of the duties of the
                                            Optionee or (D) conviction or plea
                                            of nolo contendere by the Optionee
                                            to a felony or to a misdemeanor
                                            involving moral turpitude, all as
                                            determined by the Board; and

                                    three (3) months after termination of the
                                                     Optionee's employment or
                                                     service as a consultant
                                                     other than for Cause.

                  Exercise of Option.

                  Exercisability.   The Option shall be exercisable at any time
                                    prior to its termination pursuant to Section
                                    4(b) only to the extent of the Vested
                                    Percentage as of that time. Notwithstanding
                                    termination of the Option pursuant to
                                    Section 4(b), the Board, in its discretion,
                                    may extend the period of exercisability of
                                    the Option for such time period as it deems
                                    appropriate.

                  Method of Exercise. To the extent the Option is exercisable
                                    pursuant to Section 5(a), the  Optionee may
                                    exercise the Option in full or in part by
                                    giving written notice to the Company, signed
                                    by the Optionee (or his legal representative
                                    or heir, in the event of the Optionee's
                                    death), stating the Optionee's election to
                                    exercise the Option and the number of whole
                                    Shares for which the Option is being
                                    exercised. The written notice must be
                                    accompanied by (i) full  payment of the
                                    exercise price for the number of Shares
                                    being purchased, and (ii) an executed copy
                                    of the form of investor representation
                                    letter referred to in Section 6(b), if
                                    required pursuant to such Section 6(b).

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                  Payment of Exercise Price. Payment of the exercise price for
                                    the number of Shares for which the Option is
                                    being exercised shall be made:

                                   In cash or by check payable to the order of
                                   the Company;

                                   at the discretion of the Board, by tender to
                                                     the Company of shares of
                                                     Common Stock owned by the
                                                     Optionee, acceptable to the
                                                     Board, having a Fair Market
                                                     Value (as defined in the
                                                     Plan) on the date of
                                                     exercise at least equal to
                                                     the exercise price;

                                   at the discretion of the Board, by a
                                   combination of the methods described above;
                                   or

                                   by such other method as may be approved by
                                   the Board.

                  Maintenance of Shares. The Company shall at all times  during
                                    the term of the Option reserve and keep
                                    available such number of shares of its
                                    Common Stock as will be sufficient to
                                    satisfy the requirements of the Option.

                  Securities Law Restrictions.

                  The grant of the Option and the issuance of Shares upon
                                    exercise  of the  Option shall  be
                                    subject to compliance with all applicable
                                    requirements of federal, state or foreign
                                    law with respect to such securities. The
                                    Option may not be exercised if the issuance
                                    of Shares upon such exercise would
                                    constitute a violation of any applicable
                                    federal, state or foreign securities laws or
                                    other law or regulations. In addition, the
                                    Option may not be exercised unless (i) a
                                    registration statement under the Securities
                                    Act of 1933, as amended (the "Securities
                                    Act"), shall at the time of exercise of the
                                    Option be in effect with respect to the
                                    Shares to be issued upon exercise of the
                                    Option or (ii) in the opinion of legal
                                    counsel to the Company, the Shares to be
                                    issued upon exercise of the Option may be
                                    issued in accordance with the terms of an
                                    applicable exemption from the registration
                                    requirements of the Securities Act. THE
                                    OPTIONEE IS CAUTIONED THAT THE OPTION MAY
                                    NOT BE EXERCISABLE UNLESS THE FOREGOING
                                    CONDITIONS ARE SATISFIED. ACCORDINGLY, THE
                                    OPTIONEE MAY NOT BE ABLE TO EXERCISE THE
                                    OPTION WHEN DESIRED EVEN THOUGH THE OPTION
                                    IS VESTED. As a condition to the exercise of
                                    the Option, the Company may require the
                                    Optionee to satisfy any qualifications that
                                    may be necessary or appropriate, to evidence
                                    compliance with any applicable law or
                                    regulation and to make any representation or
                                    warranty with respect thereto as may be
                                    requested by the Company.

<PAGE>

                  In the event that, as of the date on which the Option is
                                    exercised in  whole or in  part,  the
                                    Shares to be issued upon exercise of the
                                    Option shall not be effectively registered
                                    under the Securities Act, the person
                                    exercising the Option shall give a written
                                    representation to the Company in the form
                                    attached hereto as Exhibit A and the Company
                                    shall place an "investment legend," as
                                    described in Exhibit A, upon any certificate
                                    for the Shares issued by reason of such
                                    exercise.

                  The Company shall be under no obligation to cause a
                                    registration  statement  or a post-effective
                                    amendment to any registration statement to
                                    be prepared for the purposes of covering the
                                    issue of Shares.

                  Intentionally Left Blank.

                  Non-Transferability.

                  Unless otherwise approved by the Board in its discretion, the
                                    Option may be exercised during the lifetime
                                    of the Optionee only by the Optionee and may
                                    not be assigned or transferred in any
                                    manner, except by will or by the laws of
                                    descent and distribution. Upon the
                                    Optionee's  death, the  Optionee's legal
                                    representative, or any person  empowered
                                    under  the Optionee's  will or  under
                                    applicable laws of descent and distribution,
                                    may exercise the Option to the extent
                                    unexercised and exercisable by the Optionee
                                    as of the date of death.

                  Except as provided in Section 9(a), without the prior written
                                    consent of the Board, no right or benefit
                                    under this  Agreement  shall be subject to
                                    anticipation, alienation, sale, assignment,
                                    pledge, encumbrance or charge,  and any
                                    attempt to anticipate, alienate, sell,
                                    assign,  pledge, encumber or  charge the
                                    same without such consent, if applicable,
                                    shall be void. Except with such consent, no
                                    right or benefit under this Agreement shall
                                    in any manner be liable for or subject to
                                    the debts, contracts, liabilities or torts
                                    of the Optionee.

                  Change in Stock Subject to Option. In the event of a
recapitalization, reclassification, stock dividend, stock split, reverse stock
split, or other change in corporate structure affecting the Common Stock, the
Board may adjust the terms of the Option in accordance with Section 3 of the
Plan.

<PAGE>

                  No Special Rights; Duties of Optionee.

                  The Optionee shall have no rights as a stockholder with
                                    respect to any Shares covered by the Option
                                    until the date of the issuance of a
                                    certificate or certificates for the Shares
                                    for  which the  Option has  been exercised.
                                    No adjustment shall  be made  for dividends
                                    or distributions or other rights for which
                                    the record date is prior to the date such
                                    certificate or certificates are issued,
                                    except as provided pursuant to Section 10.

                  Nothing contained in this Agreement shall be construed or
                                    deemed by  any person under  any
                                    circumstances to bind the Company to
                                    commence or continue the employment or
                                    consulting relationship of the Optionee for
                                    the period within which this Option may be
                                    exercised, nor shall this Agreement be
                                    construed to create any duty of the Company
                                    or any of its affiliates or any of its other
                                    shareholders to the Optionee, or any duty of
                                    the Optionee to the Company or any of its
                                    affiliates or other shareholders, comparable
                                    to the duties which partners or joint
                                    venturers may owe to each other. However,
                                    during the period that the Optionee provides
                                    employment or consulting services to the
                                    Company, the Optionee shall render
                                    diligently and faithfully the services which
                                    are assigned to the Optionee from time to
                                    time by the Board or by the executive
                                    officers of the Company. The Optionee shall
                                    at no time take any action which directly or
                                    indirectly would be inconsistent with the
                                    best interests of the Company.

                  Notices. Any notices or other communications required to be
given hereunder shall be given by hand delivery or by certified or registered
mail, return receipt requested, with all fees prepaid and addressed, if to the
Company, to it at 555 Pleasantville Road, South Building, Suite 110, Briarcliff
Manor, New York 10510, and if to the Optionee, at the address set forth on the
signature page hereto, or to such other address as either party may specify in
writing from time to time.

                  Termination or Amendment. The Board may terminate or amend the
Plan and/or the Option at any time; provided, however, that no such termination
or amendment may adversely affect the Option or any unexercised portion thereof
without the written consent of the Optionee.

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

                  Binding Effect. This Agreement shall inure to the benefit of
and be binding upon the parties hereto and their respective heirs, executors,
administrations, successors and assigns.

<PAGE>

                  Governing Law. This Agreement shall be governed by, and
construed and enforced in accordance with, the internal laws of the State of
Delaware, without regard to principles of conflicts of laws.

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IN WITNESS WHEREOF, the parties hereto have executed this Nonstatutory Stock
Option Agreement as of the Grant Date.

                                                     OPTIONABLE, INC.


                                                     By:________________________
                                                     Name:
                                                     Title:


The undersigned Optionee represents that the Optionee is familiar with the terms
and provisions of this Incentive Stock Option Agreement and the Plan, and hereby
accepts the Option subject to all of the terms and provisions thereof. The
Optionee hereby agrees to accept as binding, conclusive and final all decisions
or interpretations of the Board upon any questions arising under this Incentive
Stock Option Agreement and the Plan. The undersigned acknowledges receipt of a
copy of the Plan.

                                                   ________________________
                                                   Signature of Optionee

                                                   _______________________

                                                   Address:

                                                   _______________________

                                                   _______________________

                                                   _______________________



                           Social Security Number:
                           Number of Shares Subject to Option: