**InferX
      Corporation**


**2007** **Stock
      Incentive Plan**





**1.**  **Establishment,
      Purpose and Types of Awards**





InferX
      Corporation, a Delaware corporation (the “Company”), hereby establishes
      the **** InferX
      Corporation. 2007 Stock Incentive Plan (the “Plan”). The purpose of the Plan is
      to promote the long-term growth and profitability of the Company by
      (i) providing key people with incentives to improve stockholder value and
      to contribute to the growth and financial success of the Company, and
      (ii) enabling the Company to attract, retain and reward the best-available
      persons.





The
      Plan
      permits the granting of stock options (including incentive stock options
      qualifying under Code section 422 and nonqualified stock options), stock
      appreciation rights, restricted or unrestricted stock awards, phantom stock,
      performance awards, other stock-based awards, or any combination of the
      foregoing.





**2.**  **Definitions**





Under
      this Plan, except where the context otherwise indicates, the following
      definitions apply:





(a)  “ *Affiliate”* shall
      mean any entity, whether now or hereafter existing, which controls, is
      controlled by, or is under common control with, the Company (including, but
      not
      limited to, joint ventures, limited liability companies, and partnerships).
      For
      this purpose, “control” shall mean ownership of 50% or more of the total
      combined voting power or value of all classes of stock or interests of the
      entity.





b)  *“Award”* shall
      mean any stock option, stock appreciation right, stock award, phantom stock
      award, performance award, or other stock-based award.





(c)  *“Board”* shall
      mean the Board of Directors of the Company.





(d)  *“Code”* shall
      mean the Internal Revenue Code of 1986, as amended, and any regulations
      promulgated thereunder.





(e)  *“Common
      Stock”* shall ** mean
      shares of common stock of the Company, par value $.0001 per share.





(f)  *“Exchange
      Act”* shall
      mean the Securities Exchange Act of 1934, as amended.





(g)  *“Fair
      Market Value”* So
      long
      as the Common Stock is registered under Section 12(b) or (g) of the
      Exchange Act, *“Fair
      Market Value”* shall
      mean, as applicable, (i) either the closing price or the average of the
      high and low sale price on the relevant date, as determined in the
      Administrator’s discretion, quoted on the New York Stock Exchange, the American
      Stock Exchange, or the Nasdaq National Market; (ii) the last sale price on
      the relevant date quoted on the Nasdaq SmallCap Market; (iii) the average
      of the high bid and low asked prices on the relevant date quoted on the Nasdaq
      OTC Bulletin Board Service or by the National Quotation Bureau, Inc. or a
      comparable service as determined in the Administrator’s discretion; or
      (iv) if
      the
      Common Stock is not quoted by any of the above, the average of the closing
      bid
      and asked prices on the relevant date furnished by a professional market maker
      for the Common Stock, or by such other source, selected by the Administrator.
      If
      no public trading of the Common Stock occurs on the relevant date, then Fair
      Market Value shall be determined as of the next preceding date on which trading
      of the Common Stock does occur. In the event that the Common Stock is no longer
      registered under Section 12(b) or (g) of the Exchange Act, Fair Market
      Value ** shall
      mean, with respect to a share of the Company’s Common Stock for any purpose on a
      particular date, the value determined by the Administrator in good faith.







(h)  *“Grant
      Agreement”* shall
      mean a written document memorializing the terms and conditions of an Award
      granted pursuant to the Plan and shall incorporate the terms of the
      Plan.





(i)  *“Parent”* shall
      mean a corporation, whether now or hereafter existing, within the meaning of
      the
      definition of “parent corporation” provided in Code section 424(e), or any
      successor thereto.





(j)  *“Subsidiary”
      and “subsidiaries”* shall
      mean only a corporation or corporations, whether now or hereafter existing,
      within the meaning of the definition of “subsidiary corporation” provided in
      Code section 424(f), or any successor thereto.





**3.**  **Administration**





(a)  *Administration
      of the Plan.* The Plan
      shall be administered by the Board or by such committee or committees as may
      be
      appointed by the Board from time to time (the Board, committee or committees
      hereinafter referred to as the “Administrator”).





(b)  *Powers
      of the Administrator* .
      The
      Administrator shall have all the powers vested in it by the terms of the Plan,
      such powers to include authority, in its sole and absolute discretion, to grant
      Awards under the Plan, prescribe Grant Agreements evidencing such Awards and
      establish programs for granting Awards.





The
      Administrator shall have full power and authority to take all other actions
      necessary to carry out the purpose and intent of the Plan, including, but not
      limited to, the authority to: (i) determine the eligible persons to whom,
      and the time or times at which Awards shall be granted; (ii) determine the
      types of Awards to be granted; (iii) determine the number of shares to be
      covered by or used for reference purposes for each Award; (iv) impose such
      terms, limitations, restrictions and conditions upon any such Award as the
      Administrator shall deem appropriate; (v) modify, amend, extend or renew
      outstanding Awards, or accept the surrender of outstanding Awards and substitute
      new Awards (provided however, that, except as provided in Section 7(d) of the
      Plan, any modification that would materially adversely affect any outstanding
      Award shall not be made without the consent of the holder); (vi) accelerate
      or otherwise change the time in which an Award may be exercised or becomes
      payable and to waive or accelerate the lapse, in whole or in part, of any
      restriction or condition with respect to such Award, including, but not limited
      to, any restriction or condition with respect to the vesting or exercisability
      of an Award following termination of any grantee’s employment or other
      relationship with the Company; and (vii) establish objectives and
      conditions, if any, for earning Awards and determining whether Awards will
      be
      paid after the end of a performance period.





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The
      Administrator shall have full power and authority, in its sole and absolute
      discretion, to administer and interpret the Plan and to adopt and interpret
      such
      rules, regulations, agreements, guidelines and instruments for the
      administration of the Plan and for the conduct of its business as the
      Administrator deems necessary or advisable.





(c)  *Non-Uniform
      Determinations* .
      The
      Administrator’s determinations under the Plan (including without limitation,
      determinations of the persons to receive Awards, the form, amount and timing
      of
      such Awards, the terms and provisions of such Awards and the Grant Agreements
      evidencing such Awards) need not be uniform and may be made by the Administrator
      selectively among persons who receive, or are eligible to receive, Awards under
      the Plan, whether or not such persons are similarly situated.





(d)  *Limited
      Liability.* To
      the
      maximum extent permitted by law, no member of the Administrator shall be liable
      for any action taken or decision made in good faith relating to the Plan or
      any
      Award thereunder.





(e)  *Indemnification* .
      To the
      maximum extent permitted by law and by the Company's charter and by-laws, the
      members of the Administrator shall be indemnified by the Company in respect
      of
      all their activities under the Plan.





(f)  *Effect
      of Administrator’s Decision* .
      All
      actions taken and decisions and determinations made by the Administrator on
      all
      matters relating to the Plan pursuant to the powers vested in it hereunder
      shall
      be in the Administrator’s sole and absolute discretion and shall be conclusive
      and binding on all parties concerned, including the Company, its stockholders,
      any participants in the Plan and any other employee, consultant, or director
      of
      the Company, and their respective successors in interest.





**4.**  **Shares
      Available for the Plan**





Subject
      to adjustments as provided in **** Section 7(d)
      of the Plan, the shares of Common Stock that may be issued with respect to
      Awards granted under the Plan shall not exceed an aggregate of 2,200,000 shares
      of Common Stock until October 24, 2008. The Company shall reserve such number
      of
      shares for Awards under the Plan, subject to adjustments as provided
      in **** Section
      7(d) of the Plan. If any Award, or portion of an Award, under the Plan expires
      or terminates unexercised, becomes unexercisable or is forfeited or otherwise
      terminated, surrendered or canceled as to any shares, or if any shares of Common
      Stock are surrendered to the Company in connection with any Award (whether
      or
      not such surrendered shares were acquired pursuant to any Award), the shares
      subject to such Award and the surrendered shares shall thereafter be available
      for further Awards under the Plan; provided, however, that any such shares
      that
      are surrendered to the Company in connection with any Award or that are
      otherwise forfeited after issuance shall not be available for purchase pursuant
      to incentive stock options intended to qualify under Code section 422.
      Subject to adjustments as provided in Section 7(d) of the Plan, the maximum
      number of shares of Common Stock subject to Awards of any combination that
      may
      be granted during any one fiscal year of the Company ** to
      any
      one individual under this Plan shall be limited to 33.4% of the shares of Common
      Stock under the Plan. Such per-individual limit shall not be adjusted to effect
      a restoration of shares of Common Stock with respect to which the related Award
      is terminated, surrendered or canceled.





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**5.**  **Participation**





Participation
      in the Plan shall be open to all employees, officers, directors, and consultants
      of the Company, or of any Affiliate of the Company, as may be selected by the
      Administrator from time to time.





**6.**  **Awards**





The
      Administrator, in its sole discretion, establishes the terms of all Awards
      granted under the Plan. Awards may be granted individually or in tandem with
      other types of Awards. All Awards are subject to the terms and conditions
      provided in the Grant Agreement.





(a)  *Stock
      Options.* The
      Administrator may from time to time grant to eligible participants Awards of
      incentive stock options as that term is defined in Code section 422 or
      nonqualified stock options; provided, however, that Awards of incentive stock
      options shall be limited to employees of the Company or of any Parent or
      Subsidiary of the Company. Options intended to qualify as incentive stock
      options under Code section 422 must have an exercise price at least equal to
      Fair Market Value on the date of grant, but nonqualified stock options may
      be
      granted with an exercise price less than Fair Market Value. No stock option
      shall be an incentive stock option unless so designated by the Administrator
      at
      the time of grant or in the Grant Agreement evidencing such stock option. No
      Award may be issued under this Plan at less than $.50 per share of Common Stock
      prior to Octber 24, 2008.





(b)  *Stock
      Appreciation Rights.* The
      Administrator may from time to time grant to eligible participants Awards of
      Stock Appreciation Rights (“SAR”). An SAR entitles the grantee to receive,
      subject to the provisions of the Plan and the Grant Agreement, a payment having
      an aggregate value equal to the product of (i) the excess of (A) the
      Fair Market Value on the exercise date of one share of Common Stock over
      (B) the base price per share specified in the Grant Agreement, times
      (ii) the number of shares specified by the SAR, or portion thereof, which
      is exercised. Payment by the Company of the amount receivable upon any exercise
      of an SAR may be made by the delivery of Common Stock or cash, or any
      combination of Common Stock and cash, as determined in the sole discretion
      of
      the Administrator. If upon settlement of the exercise of an SAR a grantee is
      to
      receive a portion of such payment in shares of Common Stock, the number of
      shares shall be determined by dividing such portion by the Fair Market Value
      of
      a share of Common Stock on the exercise date. No fractional shares shall be
      used
      for such payment and the Administrator shall determine whether cash shall be
      given in lieu of such fractional shares or whether such fractional shares shall
      be eliminated.





(c)  *Stock
      Awards.* The
      Administrator may from time to time grant restricted or unrestricted stock
      Awards to eligible participants in such amounts, on such terms and conditions,
      and for such consideration, including no consideration or such minimum
      consideration as may be required by law, as it shall determine. A stock Award
      may be paid in Common Stock, in cash, or in a combination of Common Stock and
      cash, as determined in the sole discretion of the Administrator.





(d)  *Phantom
      Stock.* The
      Administrator may from time to time grant Awards to eligible participants
      denominated in stock-equivalent units (“phantom stock”) in such amounts and on
      such terms and conditions as it shall determine. Phantom stock units granted
      to
      a participant shall be credited to a bookkeeping reserve account solely for
      accounting purposes and shall not require a segregation of any of the Company’s
      assets. An Award of phantom stock may be settled in Common Stock, in cash,
      or in
      a combination of Common Stock and cash, as determined in the sole discretion
      of
      the Administrator. Except as otherwise provided in the applicable Grant
      Agreement, the grantee shall not have the rights of a stockholder with respect
      to any shares of Common Stock represented by a phantom stock unit solely as
      a
      result of the grant of a phantom stock unit to the grantee.





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(e)  *Performance
      Awards* .
      The
      Administrator may, in its discretion, grant performance awards which become
      payable on account of attainment of one or more performance goals established
      by
      the Administrator. Performance awards may be paid by the delivery of Common
      Stock or cash, or any combination of Common Stock and cash, as determined in
      the
      sole discretion of the Administrator. Performance goals established by the
      Administrator may be based on the Company’s or an Affiliate's operating income
      or one or more other business criteria selected by the Administrator that apply
      to an individual or group of individuals, a business unit, or the Company or
      an
      Affiliate as a whole, over such performance period as the Administrator may
      designate.





(f)  *Other
      Stock-Based Awards.* The
      Administrator may from time to time grant other stock-based awards to eligible
      participants in such amounts, on such terms and conditions, and for such
      consideration, including no consideration or such minimum consideration as
      may
      be required by law, as it shall determine. Other stock-based awards may be
      denominated in cash, in Common Stock or other securities, in stock-equivalent
      units, in stock appreciation units, in securities or debentures convertible
      into
      Common Stock, or in any combination of the foregoing and may be paid in Common
      Stock or other securities, in cash, or in a combination of Common Stock or
      other
      securities and cash, all as determined in the sole discretion of the
      Administrator.





**7.**  **Miscellaneous**





(a)  *Withholding
      of Taxes* .
      Grantees and holders of Awards shall pay to the Company or its Affiliate, or
      make provision satisfactory to the Administrator for payment of, any taxes
      required to be withheld in respect of Awards under the Plan no later than the
      date of the event creating the tax liability. The Company or its Affiliate
      may,
      to the extent permitted by law, deduct any such tax obligations from any payment
      of any kind otherwise due to the grantee or holder of an Award. In the event
      that payment to the Company or its Affiliate of such tax obligations is made
      in
      shares of Common Stock, such shares shall be valued at Fair Market Value on
      the
      applicable date for such purposes.





(b)  *Loans* .
      The
      Company or its Affiliate may make or guarantee loans to grantees to assist
      grantees in exercising Awards and satisfying any withholding tax
      obligations.





(c)  *Transferability* .
      Except
      as otherwise determined by the Administrator, and in any event in the case
      of an
      incentive stock option or a stock appreciation right granted with respect to
      an
      incentive stock option, no Award granted under the Plan shall be transferable
      by
      a grantee otherwise than by will or the laws of descent and distribution. Unless
      otherwise determined by the Administrator in accord with the provisions of
      the
      immediately preceding sentence, an Award may be exercised during the lifetime
      of
      the grantee, only by the grantee or, during the period the grantee is under
      a
      legal disability, by the grantee’s guardian or legal
      representative.





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(d)  *Adjustments;
      Business Combinations* .
      In the
      event of changes in the Common Stock of the Company by reason of any stock
      dividend, spin-off, split-up, recapitalization, merger, consolidation, business
      combination or exchange of shares and the like, the Administrator shall, in
      its
      discretion and without the consent of holders of Awards, make appropriate
      adjustments to (i) the maximum number and kind of shares reserved for issuance
      or with respect to which Awards may be granted under the Plan as provided in
      Section 4 of the Plan, and (ii) the number, kind and price of shares
      covered by outstanding Awards. In the event of any such changes in the Common
      Stock, the Administrator shall, in its discretion and without the consent of
      holders of Awards, make any other adjustments in outstanding Awards, including
      but not limited to reducing the number of shares subject to Awards or providing
      or mandating alternative settlement methods such as settlement of the Awards
      in
      cash or in shares of Common Stock or other securities of the Company or of
      any
      other entity.





Notwithstanding
      anything in the Plan to the contrary and without the consent of holders of
      Awards, the Administrator, in its sole discretion, may make any modifications
      to
      any Awards, including but not limited to cancellation, forfeiture, surrender
      or
      other termination of the Awards in whole or in part regardless of the vested
      status of the Award, in order to facilitate any business combination that is
      authorized by the Board to comply with requirements for treatment as a pooling
      of interests transaction for accounting purposes under generally accepted
      accounting principles.





The
      Administrator is authorized to make, in its discretion and without the consent
      of holders of Awards, adjustments in the terms and conditions of, and the
      criteria included in, Awards in recognition of unusual or nonrecurring events
      affecting the Company, or the financial statements of the Company or any
      Affiliate, or of changes in applicable laws, regulations, or accounting
      principles, whenever the Administrator determines that such adjustments are
      appropriate in order to prevent dilution or enlargement of the benefits or
      potential benefits intended to be made available under the Plan.





(e)  *Substitution
      of Awards in Mergers and Acquisitions.* Awards
      may be granted under the Plan from time to time in substitution for Awards
      held
      by employees, officers, consultants or directors of entities who become or
      are
      about to become employees, officers, consultants or directors of the Company
      or
      an Affiliate as the result of a merger or consolidation of the employing entity
      with the Company or an Affiliate, or the acquisition by the Company or an
      Affiliate of the assets or stock of the employing entity. The terms and
      conditions of any substitute Awards so granted may vary from the terms and
      conditions set forth herein to the extent that the Administrator deems
      appropriate at the time of grant to conform the substitute Awards to the
      provisions of the awards for which they are substituted.





(f)  *Stock
      Restriction Agreement and Voting Trust.* As
      a
      condition precedent to the grant of any Award under the Plan, the exercise
      pursuant to such an Award, or to the delivery of certificates for shares issued
      pursuant to any Award, the Administrator may require the grantee or the
      grantee’s successor or permitted transferee, as the case may be, to become a
      party to a Stock Restriction Agreement of the Company and/or a Voting Trust
      Agreement in such form(s) as the Administrator may determine from time to
      time.





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(g)  *Termination,
      Amendment and Modification of the Plan* .
      The
      Board may terminate, amend or modify the Plan or any portion thereof at any
      time.





(h)  *Non-Guarantee
      of Employment or Service* .
      Nothing
      in the Plan or in any Grant Agreement thereunder shall confer any right on
      an
      individual to continue in the service of the Company or shall interfere in
      any
      way with the right of the Company to terminate such service at any time with
      or
      without cause or notice.





(i)  *Compliance
      with Securities Laws; Listing and Registration* .
      If at
      any time the Administrator determines that the delivery of Common Stock under
      the Plan is or may be unlawful under the laws of any applicable jurisdiction,
      or
      federal or state securities laws, the right to exercise an Award or receive
      shares of Common Stock pursuant to an Award shall be suspended until the
      Administrator determines that such delivery is lawful. The Company shall have
      no
      obligation to effect any registration or qualification of the Common Stock
      under
      federal or state laws.





The
      Company may require that a grantee, as a condition to exercise of an Award,
      and
      as a condition to the delivery of any share certificate, make such written
      representations (including representations to the effect that such person will
      not dispose of the Common Stock so acquired in violation of federal or state
      securities laws) and furnish such information as may, in the opinion of counsel
      for the Company, be appropriate to permit the Company to issue the Common Stock
      in compliance with applicable federal and state securities laws. The stock
      certificates for any shares of Common Stock issued pursuant to this Plan may
      bear a legend restricting transferability of the shares of Common Stock unless
      such shares are registered or an exemption from registration is available under
      the Securities Act and applicable state securities laws.





(j)  *No
      Trust or Fund Created* .
      Neither
      the Plan nor any Award shall create or be construed to create a trust or
      separate fund of any kind or a fiduciary relationship between the Company and
      a
      grantee or any other person. To the extent that any grantee or other person
      acquires a right to receive payments from the Company pursuant to an Award,
      such
      right shall be no greater than the right of any unsecured general creditor
      of
      the Company.





(k)  *Governing
      Law* .
      The
      validity, construction and effect of the Plan, of Grant Agreements entered
      into
      pursuant to the Plan, and of any rules, regulations, determinations or decisions
      made by the Administrator relating to the Plan or such Grant Agreements, and
      the
      rights of any and all persons having or claiming to have any interest therein
      or
      thereunder, shall be determined exclusively in accordance with applicable
      federal laws and the laws of the State of Delaware without regard to its
      conflict of laws principles.





(l)  *Effective
      Date; Termination Date* .
      The
      Plan is effective as of the date on which the Plan is adopted by the Board,
      subject to approval of the stockholders within twelve months before or after
      such date. No Award shall be granted under the Plan after the close of business
      on the day immediately preceding the tenth anniversary of the effective date
      of
      the Plan. Subject to other applicable provisions of the Plan, all Awards made
      under the Plan prior to such termination of the Plan shall remain in effect
      until such Awards have been satisfied or terminated in accordance with the
      Plan
      and the terms of such Awards.





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Date
      Approved by the Board: _______ ,
      2007


Date
      Approved by the Stockholders:  _______,
      2007




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