SEPARATION AND RELEASE AGREEMENT

This Separation and Release Agreement (the ?Agreement?), made this 25th day of July, 2007, by and among Optionable, Inc., a Delaware corporation (?Optionable?), Opex International, Inc., a New York corporation (?OPEX?), Kevin DeAndrea, an individual (?DeAndrea?), Noah Rothblatt, an individual (?Rothblatt?), Kevin Brennan, an individual (?Brennan?) and Nicole Troiani, an individual (?Troiani?).

W I T N E S S E T H:

WHEREAS, OPEX operates a natural gas and crude oil brokerage business on the floor of the New York Mercantile Exchange (the ?Floor Brokerage Business?); and

WHEREAS, DeAndrea owns an aggregate of five thousand one hundred (5,100) shares of common stock of OPEX (the ?Subject Shares?) which represent fifty-one percent (51%) of the issued and outstanding shares of common stock of OPEX; and

WHEREAS, Optionable owns the remaining forty-nine percent (49%) of the issued and outstanding shares of common stock of OPEX; and

WHEREAS, Optionable, OPEX and DeAndrea are the parties to a certain Service and Repurchase Agreement, dated January 31, 2007, pursuant to which, among other things, (i) Optionable agreed to provide certain business development, support and administration services to OPEX for a fee and (ii) DeAndrea granted Optionable an option to repurchase his fifty-one percent (51%) interest in OPEX at any time (the ?Repurchase Agreement?); and

WHEREAS, DeAndrea and Optionable are the parties to an Employment Agreement, dated as of May 1, 2007 (the ?DeAndrea Employment Agreement?); and

WHEREAS, each of the Other Separating Employees is an at-will employee of Optionable or OPEX; and

WHEREAS, DeAndrea and the Other Separating Employees are desirous of independently operating a floor brokerage business on the floor of NYMEX; and

WHEREAS, Optionable, OPEX, DeAndrea and the Other Separating Employees are desirous of severing their existing relationships upon the terms and conditions set forth herein;

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

ARTICLE I

 

DEFINITIONS

1.1        Defined Terms. As used herein the following terms shall have the following meanings.

 

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1.1.7       ?DeAndrea Employment Agreement? shall have the meaning assigned thereto in the recitals.

1.1.9       ?Floor Brokerage Business? shall have the meaning assigned thereto in the recitals.

1.1.11     ?Membership Lease? shall mean that certain Membership Lease, dated March 23, 2007 by and between Edward J. O?Connor and DeAndrea, relating to NYMEX Membership No. 742.

1.1.13     ?NYMEX Deposit? shall mean the amount of $100,000.00 on deposit in that certain account denominated KEVIN DEANDREA/NYMEX SECURITY A/C, held at HSBC Private Bank.

1.1.15     ?OPEX Releasees? shall have the meaning assigned thereto in Section 10.2.

1.1.17     ?Other Contracts? shall mean, except for this Agreement, each and every agreement, contract or understanding, oral or written, that DeAndrea has entered into with Optionable, OPEX and/or any their respective affiliates, agents or other representatives.

1.1.18     ?Other Separating Employees? shall mean all of the Separating Employees except for DeAndrea.

1.1.20     ?Repurchase Agreement? shall have the meaning assigned thereto in the recitals.

 

 

 

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1.1.22     ?Separating Employees? shall mean DeAndrea, Rothblatt, Brennan and Troiani, collectively.

1.1.23     ?Separation Date? shall mean as of the close of business on July 31, 2007.

1.1.25     ?Sterling Deposit? shall mean the amount of $50,000.00 on deposit in that certain account denominated KEVIN DEANDREA, held at STERLING COMMODITIES INC.

1.1.27     ?Tradenames? shall mean OPEX and Optionable and all reasonably similar modifications, alterations, combinations, permutations and derivatives thereof.

ARTICLE II

 

RETURN OF DEPOSITS

 

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