ACCOONA
      CORP.

     

    2007
      EQUITY INCENTIVE PLAN

     

     

    1.  Purpose.
      Accoona
      Corp., a Delaware corporation (“Accoona”),
      desires to attract and retain the best available talent and to encourage the
      highest level of performance. The Accoona Corp. 2007 Equity Incentive Plan
      (the
“Plan”)
      is
      intended to contribute significantly to the attainment of these objectives
      by
      affording eligible employees and independent contractors of Accoona and its
      affiliates (whether or not incorporated) (collectively, with Accoona, the
“Company”)
      the
      opportunity to acquire a proprietary interest in Accoona through the grant
      of
      stock options (“Options”)
      to
      purchase shares of common stock, $.001 par value per share, of Accoona (the
      “Common
      Stock”),
      the
      grant of restricted shares of the Common Stock (“Restricted
      Stock”)
      and
      the grant of stock appreciation rights with respect to the Common Stock
      (“SARs”).

     

    2.  Administration.

     

    (a)  In
      General.
      Subject
      to paragraph (b) of this Section 2, the Plan shall be administered by the board
      of directors of Accoona (the “Board”).
      The
      Board shall have plenary authority in its discretion, to the maximum extent
      permissible by law, subject to and not inconsistent with the express provisions
      of the Plan, to make all Option, Restricted Stock and/or SAR awards
      (“Awards”)
      under
      the Plan, to select from among eligible persons those individuals who will
      be
      receiving Awards, to determine whether an Award should be a Stock Option,
      Restricted Stock or an SAR, to determine the number of shares of Common Stock
      covered by each Award, to determine the Option exercise price per share of
      Common Stock covered by each Option (and, in connection therewith, determine
      the
      Fair Market Value (as defined in Section 25) of the Common Stock for
      purposes of the Plan), to determine the restrictions, if any, which shall apply
      to the Common Stock subject to a Restricted Stock Award, to determine the terms
      of each SAR, to determine the terms and conditions of each Award, to approve
      the
      form of each Option agreement (an “Option
      Agreement”),
      Restricted Stock agreement (a “Restricted
      Stock Agreement”)
      and
      SAR agreement (an “SAR
      Agreement”)
      (collectively, “Award
      Agreements”),
      to
      amend any Award Agreement from time to time, to construe and interpret the
      Plan
      and all Award Agreements executed under the Plan and to make all other
      determinations necessary or advisable for the administration of the Plan.


     

    In
      exercising its authority to set the terms and conditions of Options, Restricted
      Stock and SARs, and subject solely to the limits of applicable law, the Board
      shall be under no obligation or duty to treat similarly-situated grantees under
      an Option Agreement (“Optionees”),
      Restricted Stock Agreement (“Restricted
      Stock Awardees”)
      or
      (SAR Agreement “SAR
      Awardees”)
      (collectively, “Awardees”,
      and
      each individually an “Awardee”)
      in the
      same manner, and any action taken by the Board with respect to the grant of
      an
      Award to one Awardee shall in no way obligate the Board to take the same or
      similar action with respect to any other Awardee. The Board may exercise its
      discretion in a manner such that Awards that are granted to individuals who
      are
      foreign nationals or who are employed or provide services outside the United
      States, contain terms and conditions that are different from the provisions
      otherwise specified in the Plan but that are consistent with the tax and other
      laws of foreign jurisdictions applicable to the Awardee and which are designed
      to provide the Awardee with benefits that are consistent with the Company’s
      objectives in establishing the Plan. The Board may adopt such rules as it deems
      necessary or advisable in order to carry out the purpose of the Plan. All
      questions of interpretation, administration and application of the Plan shall
      be
      determined by a majority of the members of the Board then in office, except
      that
      the Board may authorize any one or more of its members, or any officer of the
      Company, to execute and deliver documents (including any applicable Award
      Agreement) on behalf of the Board or Accoona. Any interpretation or
      determination made by the Board pursuant to the foregoing shall be conclusive
      and binding upon any person having or claiming any interest under the
      Plan.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b)  Appointment
      of Committee.
      Notwithstanding paragraph (a) of this Section 2, the Board may appoint a
      committee of not fewer than two members of the Board (the “Committee”)
      and
      transfer to the Committee some or all of its authority hereunder. If the Board
      creates a Committee, the Board may from time to time appoint members of the
      Committee in substitution for or in addition to members previously appointed
      and
      may fill vacancies, however caused, in the Committee. If and when the Common
      Stock is registered under Section 12 of the Securities Exchange Act of 1934,
      as
      amended (the “Act”),
      to
      the extent necessary to comply with Rule 16b-3 under the Act with respect to
      Awards to officers and directors, each member of the Committee shall be a
“non-employee director” within the meaning of Rule 16b-3 and, to the extent
      necessary to exclude Awards granted under the Plan from the calculation of
      the
      income tax deduction limit under Section 162(m) of the Internal Revenue Code
      of
      1986, as amended (the “Code”),
      each
      member of the Committee shall be an “outside director” within the meaning of
      Code Section 162(m). To the extent necessary to be consistent with the
      provisions of this paragraph (b), any reference in the Plan or an Award
      Agreement to a decision, determination or action of the Board shall be read
      and
      understood as referring to a decision, determination or action of the
      Committee.

     

    (c)  Liability
      of Board and Committee Members.
      Except
      as otherwise required by law, no member of the Board or the Committee shall
      be
      liable for anything whatsoever in connection with the administration of the
      Plan
      other than such member’s own willful misconduct. Under no circumstances shall
      any member of the Board or the Committee be liable for any act or omission
      of
      any other member of the Board or the Committee. In the performance of its
      functions with respect to the Plan, the Board and the Committee shall be
      entitled to rely upon information and advice furnished by Accoona’s officers,
      Accoona’s accountants, Accoona’s legal counsel and any other party the Board and
      Committee deems necessary, and no member of the Board or Committee shall be
      liable for any action taken or not taken in reliance upon any such
      advice.

     

    3.  Eligible
      Persons.
      Subject
      in the case of ISOs (as defined in Section 5) to Section 13(a), Awards may
      be
      granted solely to employees and independent contractors of the Company. For
      purposes of the Plan, the term “independent contractors” shall include
      consultants, advisors and non-employee directors of the Company. In determining
      the persons to whom Awards shall be made and the number of shares to be covered
      by each Award, the Board shall take into account the duties of the respective
      persons, their present and potential contributions to the success of the Company
      and such other factors as the Board, in its discretion, shall deem relevant
      in
      connection with accomplishing the purposes of the Plan.

     

    
      
         

      

      
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    4.  Common
      Stock Available for Awards.

     

    (a)  Subject
      to adjustment under Section 19, Awards may be made under the Plan for up to
      Four
      Million (4,000,000) shares of Common Stock. If any Award in respect of shares
      of
      Common Stock expires or is terminated unexercised or is forfeited for any reason
      or settled in a manner that results in fewer shares outstanding than were
      initially Awarded, the shares subject to such Award or so surrendered, as the
      case may be, to the extent of such expiration, termination, forfeiture or
      decrease, shall again be available for award under the Plan, subject, however,
      in the case of ISOs, to any limitation required under the Code. If an Option
      is
      exercised in whole or in part by an Optionee by tendering previously owned
      shares of Common Stock, or if any shares are withheld in connection with the
      exercise of an Option to satisfy the Optionee’s tax liability, the full number
      of shares in respect of which the Option has been exercised shall be applied
      against the limit set forth in this paragraph(a). Shares issued under the Plan
      may consist in whole or in part of authorized but unissued shares or treasury
      shares of Common Stock.

     

    (b)  Subject
      to adjustment under Section 19, if and when the Company is a “publicly held
      corporation” within the meaning of Code Section 162(m), the maximum number of
      shares of Common Stock as to which Awards may be granted to a single individual
      in any calendar year shall not exceed Five Million (5,000,000)
      shares.

     

    (c)  The
      Board
      may grant Awards under the Plan in substitution for stock and stock-based awards
      held by employees of another corporation who concurrently become employees
      of
      the Company as a result of a merger or consolidation of the employing
      corporation with the Company or the acquisition by the Company of property
      or
      stock of the employing corporation. The substitute Awards shall be granted
      on
      such terms and conditions as the Board considers appropriate in the
      circumstances. The shares which may be delivered under such substitute Awards
      shall be in addition to the maximum number of shares provided for in Section
      4(a).

     

    5.  Type
      of Options.
      Options
      granted under the Plan may be either incentive stock options (“ISOs”)
      intended to meet the requirements of Code Section 422 or nonqualified stock
      options (“NSOs”)
      which
      are not intended to meet such Code requirements.

     

    6.  Term
      of Options.
      The
      term of each Option shall be fixed by the Board and specified in the applicable
      Option Agreement, but in no event shall it be more than ten years from the
      date
      of grant, subject to earlier termination as provided in Section 8. Subject
      in
      the case of ISOs to Section 13, the term of an Option may be extended from
      time
      to time by the Board, provided that no such extension shall extend the term
      beyond ten years from the date of grant.

     

    7.  Vesting
      of Options.
      The
      Board shall determine the vesting schedule applicable to a particular Option
      grant and specify the vesting schedule in the applicable Option Agreement.
      Notwithstanding the foregoing the Board may accelerate the vesting of an Option
      at any time.

     

    8.  Effect
      on Options of Termination of Relationship to the Company.
      

     

    (a)  Options
      Granted To Employees.
      With
      respect to an Option granted to an individual who is an employee of the Company
      at the time of Option grant, unless the Option Agreement expressly provides
      to
      the contrary, (i) the Option shall terminate immediately upon the Optionee’s
      termination of employment for Cause (as defined in Section 25); (ii) in the
      event that the Optionee’s employment with the Company shall terminate by reason
      of the Optionee’s death or Disability (as hereinafter defined), the unvested
      portion of the Option shall terminate immediately and the vested portion of
      the
      Option shall terminate one year following such termination of employment (but
      shall not continue to vest during such one year period); and (iii) in the event
      that the Optionee’s employment with the Company shall terminate for any other
      reason, the unvested portion of the Option shall terminate immediately and
      the
      vested portion of the Option shall terminate three months after such termination
      of employment (but shall not continue to vest during such three month period);
      provided,
      however,
      that in
      the event that the Optionee is subject to any non-compete or confidentiality
      agreement which he or she violates, the Option shall immediately terminate
      upon
      such violation. Notwithstanding anything herein to the contrary, in no event
      shall an Option remain exercisable beyond the expiration date specified in
      the
      applicable Option Agreement. An Option Agreement may contain such provisions
      as
      the Board shall approve with reference to the determination of the date
      employment terminates for purposes of the Plan and the effect of leaves of
      absence, which provisions may vary from one Option Agreement to another. For
      purposes of the Plan, an Optionee shall be deemed to have a “Disability” if the
      Optionee is disabled for purposes of Section 409A(2)(C) of the
      Code.

     

    
      
         

      

      
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    (b)  Options
      Granted to Independent Contractors.
      With
      respect to an Option granted to an individual who is not an employee of the
      Company at the time of Option grant, the Board shall determine and specify
      in
      the applicable Option Agreement the consequences, if any, of the termination
      of
      the Optionee’s relationship with the Company.

     

    9.  Option
      Exercise Price.
      Subject
      in the case of ISOs to Section 13, the Option exercise price per share of Common
      Stock covered by an Option shall be established by the Board.

     

    10.  Exercise
      of Options.

     

    (a)  An
      Option
      may be exercised at any time and from time to time, in whole or in part, as
      to
      any or all full shares as to which the Option is then exercisable; provided,
      however,
      that if
      so specified in the Option Agreement, the Option may not, in a single exercise,
      be exercised for fewer than the minimum number of shares specified in the Option
      Agreement, unless the exercise is for all of the shares as to which the Option
      is then exercisable. An Option may not be exercised with respect to a fractional
      share. If an Option is exercised with respect to all of the whole shares as
      to
      which the Option is exercisable, and the Option remains exercisable with respect
      to less than one share of Common Stock, the Option shall immediately and without
      any further action by the Company or the Optionee be cancelled with respect
      to
      the remaining fractional share, without any consideration being paid by the
      Company. An Optionee (or other person who, pursuant to Section 13, may exercise
      the Option) shall exercise the Option by delivering to Accoona at the address
      provided in the Option Agreement a written, signed notice of exercise, stating
      the number of shares of Common Stock with respect to which the Option exercise
      is being made, and satisfy the requirements of paragraph (b) of this Section
      10.
      Upon receipt by Accoona of any notice of exercise of an Option, the exercise
      of
      the Option as set forth in that notice shall be irrevocable.

     

    (b)  Upon
      exercise of an Option the Optionee shall pay to Accoona the Option exercise
      price per share of Common Stock, multiplied by the number of full shares as
      to
      which the Option is then being exercised. An Optionee may pay the Option
      exercise price by tendering or causing to be tendered in cash, by delivery
      of
      shares of Common Stock owned by the Optionee for at least six months preceding
      the date of exercise of the Option (or such shorter or longer period as the
      Board may approve or require from time to time) having a Fair Market Value
      equal
      to the exercise price, or other property permitted by law and acceptable to
      the
      Board or any other method of payment that is satisfactory to the Board
      (including, if so specified in the Option Agreement, a cashless exercise),
      or
      any combination thereof. Without limiting the foregoing, after the Common Stock
      becomes Publicly Traded (as defined in Section 25), payment of the exercise
      price may be facilitated by an outside broker.

     

    
      
         

      

      
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    (c)  An
      Optionee shall, upon notification of the amount due and prior to or concurrently
      with delivery of the certificate representing the shares as to which the Option
      has been exercised, promptly pay or cause to be paid the amount determined
      by
      the Board as necessary to satisfy all applicable tax and other withholding
      requirements. An Optionee may satisfy his withholding requirement in any manner
      satisfactory to the Board.

     

    (d)  If
      at the
      time of Option exercise (i) the Common Stock is not Publicly Traded and (ii)
      the
      Optionee is so requested by Accoona, prior to or concurrently with delivery
      of
      the certificate representing the shares as to which the Option has been
      exercised, the Optionee shall become a party to a stockholders agreement between
      stockholders of Accoona and Accoona (a “Stockholders
      Agreement”).

     

    (e)  The
      certificate representing the shares as to which an Option has been exercised
      shall bear an appropriate legend setting forth the restrictions applicable
      to
      such shares.

     

    11.  Option
      Agreement.
      Each
      Option Agreement shall specify (i) the number of shares of Common Stock
      subject to the Option, (ii) whether the Option is intended to be an ISO or
      NSO and (iii) the provisions related to vesting and exercisability of the
      Option, including the Option exercise price.

     

    12.  No
      Stockholder Rights for Optionees.
      No
      Optionee shall have the rights of a stockholder with respect to shares covered
      by an Option until such person becomes the holder of record of such shares.
      If
      in connection with an exercise of an Option the Optionee pays all or a portion
      of the Option exercise price with shares of Common Stock, the Optionee shall
      continue to be the stockholder of record with respect to the shares which he
      has
      tendered as exercise payment until the Optionee becomes the holder of record
      of
      the shares of Common Stock to be acquired upon such exercise. 

     

    13.  ISO
      Provisions.

     

    (a)  Employment
      Requirement.
      ISOs
      may be awarded solely to employees of Accoona or a corporation which, with
      respect to Accoona, is a “parent corporation” or “subsidiary corporation,” each
      within the meaning of Code Section 424(e) and (f), respectively. Furthermore,
      except as otherwise provided in Code Section 422, if an Optionee is no longer
      employed by Accoona or such a parent corporation or subsidiary corporation
      of
      Accoona, the Optionee’s Option shall cease to be treated as an ISO.

     

    (b)  Option
      Exercise Price.
      Subject
      to paragraph (c) of this Section 13, the Option exercise price per share of
      Common Stock covered by an ISO shall be not less than the Fair Market Value
      of a
      share of Common Stock on the date of grant of the Option.

     

    (c)  10%
      Stockholders.
      In the
      case of an individual who at the time an ISO is granted owns stock possessing
      more than 10% of the total combined voting power of all classes of the stock
      of
      Accoona or of a parent or subsidiary corporation of Accoona, (i) the Option
      exercise price of the Common Stock covered by such ISO shall in no event be
      less
      than 110% of the Fair Market Value of the Common Stock on the date the ISO
      is
      granted, and (ii) the term of an ISO granted to such person may not exceed
      five
      years from the date of grant.

     

    
      
         

      

      
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    (d)  $100,000
      Limit.
      The
      aggregate Fair Market Value (determined at the time an ISO is granted) of the
      Common Stock covered by ISOs exercisable for the first time by an employee
      during any calendar year (under all plans of Accoona or of a parent or
      subsidiary corporation of Accoona) may not exceed $100,000.

     

    (e)  Options
      Which Do Not Satisfy ISO Requirements.
      To the
      extent that any Option which is issued under the Plan as an ISO exceeds the
      limit set forth in paragraph (d) of this Section 13 or otherwise does not
      comply with the applicable requirements of Code Section 422, such Option shall
      automatically thereupon become an NSO.

     

    14.  Restricted
      Stock Grants.

     

    (a)  The
      Board
      may grant Restricted Stock Awards under the Plan entitling the recipient to
      acquire shares of Common Stock, subject to the right of the Company to
      repurchase all or part of such shares at their purchase price (or to require
      forfeiture of such shares if awarded at no cost) from the Restricted Stock
      Awardee in the event that the conditions specified by the Board in the
      applicable Restricted Stock Agreement are not satisfied prior to the end of
      the
      vesting period established by the Board for such Award. Conditions for
      repurchase (or forfeiture) may be based on continuing employment or service
      or
      achievement of pre-established performance or other goals and objectives. A
      Restricted Stock Award may be conditioned on (i) the recipient becoming a party
      to a Stockholders Agreement, and/or (ii) the recipient making a timely election
      under Section 83(b) of the Code.

     

    (b)  Restricted
      Stock Awards may only be made under the Plan to persons eligible pursuant to
      Section 3, and shall be with shares of Common Stock authorized for issuance
      under the Plan pursuant to Section 4.

     

    (c)  Shares
      of
      Restricted Stock shall be evidenced in such manner as the Board may determine.
      Any certificates issued in respect of shares of Restricted Stock shall (i)
      be
      registered in the name of the Restricted Stock Awardee, (ii) unless otherwise
      determined by the Board, be deposited, together with a stock power endorsed
      in
      blank, with the Company (or its designee) and (iii) bear a legend reflecting
      limitations and restrictions applicable to such shares.

     

    (d)  At
      the
      expiration of the vesting period, the Company (or such designee) shall deliver
      such certificates to the Restricted Stock Awardee or, if the Restricted Stock
      Awardee has died, to the executor of the Restricted Stock Awardee’s estate.
      After they vest, shares of Restricted Stock shall remain subject to such
      restrictions as are set forth in the applicable Restricted Stock Agreement
      and,
      if the recipient is a party to a Stockholders Agreement, the Stockholders
      Agreement, as well as restrictions applicable under the securities law (and,
      if
      they are listed on an exchange, applicable listing requirements).

     

    (e)  The
      purchase price for each share of Restricted Stock shall be determined by the
      Board and may be zero. Any purchase price may be paid in cash or such other
      lawful consideration as shall be determined by the Board, including past
      services.

     

    (f)  A
      Restricted Stock Awardee shall pay to the Company, or make provision
      satisfactory to the Board for payment of, any taxes required by law to be
      withheld in respect of a Restricted Stock Award no later than the date of the
      event creating the tax liability. In the Board’s discretion, and subject to such
      conditions as the Board may establish, such tax obligations may be paid in
      whole
      or in part in shares of Common Stock, including shares retained from the Award
      creating the tax obligation, valued at their Fair Market Value. The Company
      may,
      to the extent permitted by law, deduct an amount equal to any such tax
      obligations from any payment of any kind otherwise due from the Company to
      the
      Awardee.

     

    
      
         

      

      
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    15.  Stock
      Appreciation Rights.

     

    (a)  The
      Board
      may grant SARs under the Plan. The terms and conditions of an SAR Award shall
      be
      set forth in the applicable SAR Agreement, including:

     

    (i)  The
      base
      value (the “Base
      Value”)
      for
      the SAR; which for purposes of an SAR which is not a Tandem SAR (defined below),
      shall be equal to the Fair Market Value of a share of Common Stock on the date
      of grant of the SAR; 

     

    (ii)  The
      number of shares of Common Stock subject to the SAR;

     

    (iii)  The
      period during which the SAR may be exercised by the Awardee; and 

     

    (iv)  Any
      other
      special rules and/or requirements which the Board imposes upon the
      SAR.

     

    If
      the
      Board grants an SAR in connection with a related Option, the exercise of which
      shall result in forfeiture of the entitlement otherwise to exercise the Option
      with respect to the same number of shares of Common Stock under the related
      Option (“Tandom
      SAR”),
      the
      following special rules shall apply:

     

    (i)  The
      Base
      Value shall be equal to the exercise price of the related Option;

     

    (ii)  The
      Tandem SAR may be exercised for all or part of the shares of Common Stock which
      are subject to the related Option, but solely upon the surrender by the Awardee
      of the Awardee’s right to exercise the equivalent portion of the related Option
      (and when a share of Common Stock is purchased under the related Option, an
      equivalent portion of the related Tandem SAR shall be cancelled);

     

    (iii)  The
      Tandem SAR shall expire no later than the date of the expiration of the related
      Option;

     

    (iv)  The
      value
      of the payment with respect to the Tandem SAR may be no more than one hundred
      percent (100%) of the difference between the exercise price under the related
      Option and the Fair Market Value of the shares of Common Stock subject to the
      related Option at the time the Tandem SAR is exercised; and

     

    (v)  The
      Tandem SAR may be exercised solely when the Fair Market Value of the shares
      of
      Common Stock subject to the related Option exceeds the exercise price under
      the
      related Option.

     

    
      
         

      

      
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    (b)  Upon
      the
      exercise of some or all of the portion of an SAR, the Awardee shall as soon
      as
      reasonably practicable receive a payment from Accoona, in cash or in the form
      of
      shares of Common Stock having an equivalent Fair Market Value, or in a
      combination of both, as determined in the sole discretion of the Board and
      either as set forth in the SAR Agreement or as the Board may determine at the
      time of exercise, and subject to all applicable withholdings, equal to the
      product of:

     

    (i)  The
      excess of (A) the Fair Market Value of a share of the Common Stock on the date
      of exercise of the SAR, over (B) the Base Value of the SAR, multiplied
      by;

     

    (ii)  The
      number of shares of Common Stock with respect to which the SAR is
      exercised.

     

    (c) Except
      as
      may be provided otherwise, upon the termination of an Awardee’s employment or
      service as an independent contractor, consultant, advisor or non-employee
      director, as applicable, with respect to the Company, including on account
      of
      the Awardee’s death or Disability, all of such Awardee’s then unexercised SARs
      shall be immediately forfeited thereby with no further consideration being
      paid
      on account thereof.

     

    16.  Nontransferability
      of Awards.

     

    (a)  Subject
      to paragraphs (b) and (c) of this Section 16, Awards granted under the Plan
      shall not be assignable or transferable, other than by will or the laws of
      descent and distribution, and Awards may be exercised during the lifetime of
      the
      Awardee solely by the Awardee, or by the Awardee’s guardian or legal
      representative. In the event of any attempt by an Awardee to transfer, assign,
      pledge, hypothecate or otherwise dispose of an Award or any right thereunder,
      except as provided for herein, or in the event of the levy of any attachment,
      execution or similar process upon the rights or interest hereby conferred,
      Accoona may terminate the Award by notice to the Awardee and it shall thereupon
      become null and void.

     

    (b)  Notwithstanding
      paragraph (a) of this Section 16, if and only if (and on the terms) so
      provided in the applicable Award Agreement, an Awardee may transfer an NSO,
      an
      SAR which is not a Tandem SAR to an ISO or Restricted Stock, by gift or a
      domestic relations order, to a Family Member (as defined in Section 25) of
      the
      Awardee. If an NSO or an SAR which is not a Tandem SAR to an ISO is transferred
      in accordance with this paragraph (b), such NSO or SAR, as the case may be,
      shall be exercisable solely by the transferee, but the determination of the
      exercisability of the NSO or SAR shall be based solely on the activities and
      state of affairs of the Awardee. Thus, for example, if after a transfer of
      an
      NSO by an Optionee the Optionee ceases to be an employee of the Company, such
      termination shall trigger the provisions of Section 8. Conversely, if after
      such
      a transfer the transferring Optionee ceases to be an employee of the Company,
      such termination shall not trigger the provisions of Section 8.

     

    (c)  Notwithstanding
      paragraph (a) of this Section 16, an Optionee may transfer an NSO, an SAR
      which is not a Tandem SAR to an ISO or Restricted Stock with the express written
      consent of the Board (which consent may be withheld for any reason or for no
      reason).

     

    (d)  In
      all
      cases, ISOs and Tandem SARs to ISOs shall not be assignable or transferable,
      other than by will or the laws of descent and distribution, and may be exercised
      during the lifetime of the Awardee or Optionee, as applicable solely by the
      Awardee or Optionee, as applicable, or by the Awardee’s or Optionee’s, as
      applicable, guardian or legal representative. 

     

    
      
         

      

      
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    17.  Compliance
      with Law; Registration of Shares.

     

    (a)  The
      Plan
      and all Awards under the Plan shall be subject to all applicable laws, rules
      and
      regulations of any applicable jurisdiction or authority or agency thereof and
      to
      such approvals by any regulatory or governmental authority or agency or
      securities exchange which, in the opinion of the Company’s counsel, may be
      required or appropriate.

     

    (b)  Notwithstanding
      any other provision of the Plan or of any Award Agreement, the Company shall
      not
      be required to issue or deliver any certificate or certificates for shares
      of
      Common Stock under the Plan prior to fulfillment of all of the following
      conditions:

     

    (i)  Effectiveness
      of any registration or other qualification of such shares of the Company under
      any law or regulation of any applicable jurisdiction or authority or agency
      thereof which the Board shall, in its absolute discretion or upon the advice
      of
      counsel, deem necessary or advisable; and

     

    (ii)  Grant
      of
      any other consent, approval or permit from any applicable jurisdiction or
      authority or agency thereof or securities exchange which the Board shall, in
      its
      absolute discretion or upon the advice of counsel, deem necessary or
      advisable.

     

    The
      Company shall use all reasonable efforts to obtain any consent, approval or
      permit described above; provided,
      however,
      that
      except to the extent as may be specifically required in an Award Agreement
      with
      respect to any particular Award, the Company shall be under no obligation to
      register or qualify any shares subject to an Award under any domestic or
      foreign, federal or state securities law or on any exchange.

     

    18.  No
      Restriction on the Right of Accoona to Effect Corporate Changes.
      The
      Plan and the Awards granted under the Plan shall not affect in any way the
      right
      or power of Accoona or its stockholders to make or authorize any or all
      adjustments, recapitalization, reorganizations or other changes in Accoona’s or
      the Company’s capital structure or their businesses, or any merger or
      consolidation of Accoona or the Company, or any issue of stock or of options,
      warrants or rights to purchase stock or of bonds, debentures, preferred or
      prior
      preference stocks, the rights with respect to which are superior to or affect
      the Common Stock or the rights of holders thereof or which are convertible
      into
      or exchangeable for Common Stock, or the dissolution or liquidation of Accoona
      or the Company, or any sale or transfer of all or any part of its or their
      assets or businesses, or any other corporate act or proceeding, whether of
      a
      similar character or otherwise.

     

    19.  Certain
      Adjustments.

     

    (a)  In
      the
      event that Accoona or the division, subsidiary or other affiliated entity for
      which an Awardee performs services is sold (including a stock or an asset sale),
      spun off, merged, consolidated, reorganized or liquidated, the Board may
      determine that (i) the Award shall be assumed, or a substantially equivalent
      Award shall be substituted, by an acquiring or succeeding entity (or an
      affiliate thereof) on such terms as the Board determines to be appropriate;
      (ii)
      upon written notice to the Awardee, provide that the Award shall terminate
      immediately prior to the consummation of the transaction unless, to the extent
      applicable, the Award is exercised by the Awardee within a specified period
      following the date of the notice; (iii) in the event of a sale or similar
      transaction under the terms of which holders of Common Stock receive a payment
      for each share of Common Stock surrendered in the transaction (the “Sales
      Price”),
      make
      or provide for a payment to each Optionee equal to the amount by which (A)
      the
      product of the Sales Price multiplied by the number of shares of Common Stock
      subject to the Option (to the extent such Option is then exercisable) exceeds
      (B) the aggregate exercise price for all such shares of Common Stock; or (iv)
      may make such other equitable adjustments as the Board deems
      appropriate.

     

    
      
         

      

      
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    (b)  In
      the
      event of any stock dividend or split, recapitalization, combination, exchange
      or
      similar change affecting the Common Stock, or any other increase or decrease
      in
      the number of issued shares of Common Stock effected without receipt of
      consideration by the Company, the Board shall make any or all of the following
      adjustments as it deems appropriate to equitably reflect such event:
      (i) adjust the aggregate number of shares (or such other security as is
      designated by the Board) which may be acquired pursuant to the Plan,
      (ii) adjust the Option exercise price to be paid for any or all such shares
      subject to the then outstanding Options, (iii) adjust the number of shares
      of Common Stock (or such other security as is designated by the Board) subject
      to any or all of the then outstanding Awards, (iv) adjust the maximum number
      of
      shares of Common Stock referred to in Section 4(b) and (v) make any other
      equitable adjustments or take such other equitable action as the Board, in
      its
      discretion, shall deem appropriate. For purposes hereof, the conversion of
      any
      convertible securities of the Company shall not be deemed to have been “effected
      without receipt of consideration.”

     

    (c)  Any
      and
      all adjustments or actions taken by the Board pursuant to this Section 19
      shall be conclusive and binding for all purposes.

     

    20.  No
      Right to Continued Employment or Consultancy.
      None of
      the Plan, the terms of any Award Agreement nor any action taken hereunder shall
      be construed as giving any employee or any independent contractor any right
      to
      continue in the employ of or to be engaged as an independent contractor by
      the
      Company or affect the right of the Company to terminate such person’s employment
      or other relationship with the Company at any time.

     

    21.  Amendment;
      Early Termination.
      The
      Board may at any time and from time to time alter, amend, suspend or terminate
      the Plan in whole or in part; provided,
      however,
      that no
      amendment requiring stockholder approval by law, rules or regulations, or by
      the
      rules of any stock exchange, inter-dealer quotation system, or other market
      in
      which shares of Common Stock are traded, shall be effective unless and until
      such stockholder approval has been obtained in compliance with such rule or
      law;
      and provided,
      further,
      that no
      such amendment shall materially adversely affect the rights of an Awardee in
      any
      Award previously granted under the Plan without the Awardee’s written
      consent.

     

    22.  Effective
      Date.
      The
      Plan shall be effective as of January 1,
      2007
      (the “Effective
      Date”),
      subject to its approval by the stockholders of Accoona entitled to vote thereon
      within 12 months of such date. In the event that such stockholder approval
      is
      not obtained within such time period, the Plan and any Award granted under
      the
      Plan on or prior to the expiration of such 12-month period shall be void and
      of
      no further force and effect.

     

    
      
         

      

      
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    23.  Termination
      of Plan.
      Unless
      terminated earlier by the Board in accordance with Section 21, the Plan shall
      terminate on, and no further Awards may be granted after, the tenth anniversary
      of the Effective Date.

     

    24.  Severability.
      In the
      event that any one or more provisions of the Plan or an Award Agreement, or
      any
      action taken pursuant to the Plan or an Award Agreement, should, for any reason,
      be unenforceable or invalid in any respect under the laws of the United States,
      any state of the United States or any other jurisdiction, such unenforceability
      or invalidity shall not affect any other provision of the Plan or the Award
      Agreement, but in such particular jurisdiction and instance the Plan and/or
      the
      Award Agreement, as applicable, shall be construed as if such unenforceable
      or
      invalid provision had not been contained therein or if the action in question
      had not been taken thereunder.

     

    25.  Definitions.

     

    (a)  Cause.
      For
      purposes of the Plan, when used in conjunction with an Awardee’s termination of
      employment (or other service relationship), the term “Cause”
means
      (i) if the Awardee is a party to an employment or similar agreement with the
      Company which defines “cause” (or a similar term), the meaning set forth in such
      agreement (other than death or Disability), or (ii) otherwise, termination
      by
      the Company of the employment (or other service relationship) of the Awardee
      by
      reason of the Awardee’s (A) intentional failure to perform reasonably assigned
      duties, (B) dishonesty or willful misconduct in the performance of his duties,
      (C) involvement in a transaction which is materially adverse to the Company,
      (D)
      breach of fiduciary duty involving personal profit, (E) willful violation of
      any
      law, rule, regulation or court order (other than misdemeanor traffic violations
      and misdemeanors not involving misuse or misappropriation of money or property),
      (F) commission of an act of fraud or intentional misappropriation or conversion
      of any asset or opportunity of the Company, or (G) material breach of any
      provision of the Plan or the Awardee’s Award Agreement or any other written
      agreement between the Awardee and the Company, in each case as determined in
      good faith by the Board, the determination of which shall be final, conclusive
      and binding on all parties.

     

    (b)  Fair
      Market Value.
      For
      purposes of the Plan, the term “Fair
      Market Value”
means,
      with respect to Common Stock on any given date, the closing sales price of
      the
      Common Stock for such date (or, in the event that the Common Stock is not traded
      on such date, on the immediately preceding trading date) on the Nasdaq Stock
      Market or a domestic or foreign national securities exchange (including London’s
      Alternative Investment Market) on which the Common Stock may be listed, as
      reported in The Wall Street Journal. If the Common Stock is not listed on the
      Nasdaq Stock Market or on a national securities exchange, but is quoted on
      the
      OTC Bulletin Board or by the National Quotation Bureau, the Fair Market Value
      of
      the Common Stock shall be the mean of the bid and asked prices per share of
      the
      Common Stock for such date. If the Common Stock is not quoted or listed as
      set
      forth above, Fair Market Value shall be determined by the Board in good faith
      by
      any fair and reasonable means (which means, with respect to a particular Award
      grant, may be set forth with greater specificity in the applicable Award
      Agreement). The Fair Market Value of property other than Common Stock shall
      be
      determined by the Board in good faith by any fair and reasonable
      means.

     

    (c)  Family
      Member.
      For
      purposes of the Plan, “Family
      Member”
means
      the Awardee’s lineal descendant, stepchild, parent, stepparent, grandparent,
      spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law,
      son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including
      adoptive relationships, any person sharing the Awardee’s household (other than a
      tenant or employee), a trust in which the Awardee and/or these persons have
      more
      than 50% of the beneficial interest, a foundation in which these persons (or
      the
      Awardee) control the management of assets, and any other entity in which these
      persons (or the Awardee) own more than 50% of the voting interests.

     

    
      
         

      

      
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    (d)  Publicly
      Traded.
      For
      purposes of the Plan, Common Stock is “Publicly
      Traded”
if
      stock of that class is listed or admitted to unlisted trading privileges on
      a
      domestic or foreign national securities exchange (including London’s Alternative
      Investment Market) or on the Nasdaq National Market or if sales or bid and
      offer
      quotations are reported for that class of stock in the automated quotation
      system operated by the National Association of Securities Dealers,
      Inc.

     

    26.  Transfers
      to and from Affiliates.
      For all
      Plan purposes, a transfer of an employee from Accoona to an Accoona affiliate
      or
      visa versa, or a transfer from one Accoona affiliate to another, will not be
      treated as a termination of employment.

     

    27.  Headings.
      The
      headings of sections and subsections herein are included solely for convenience
      of reference and shall not affect the meaning of any of the provisions of the
      Plan.

     

    28.  Governing
      Law.
      The
      Plan and all rights hereunder shall be construed in accordance with and governed
      by the internal laws of the State of New York, except to the extent that the
      General Corporation Law of the State of Delaware is mandatorily
      applicable.

     

    29.  Award
      Agreements.
      The
      terms and conditions of each Award shall be set forth in an Award Agreement
      in
      the form approved by the Board. Each Award Agreement shall be executed by
      Accoona and the Awardee. Each Award Agreement shall provide that the Award
      shall
      be subject to the terms and provisions of the Plan and that in the event of
      any
      conflict between the terms of the Award Agreement and those of the Plan, the
      terms of the Plan shall control. An Award Agreement may also contain such other
      terms and conditions as the Board determines to be necessary or advisable.
      Award
      Agreements may vary from one to another.

     

    
      
         

      

      
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