ACCOONA
      CORP.

     

    2004
      EQUITY INCENTIVE PLAN

     

    


     

    1.  Purpose.
      Accoona
      Corp., a Delaware corporation formerly named ‘China Communications Corp.’
(“Accoona”), desires to attract and retain the best available talent and to
      encourage the highest level of performance. The Accoona Corp. 2004 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”)
      and
      through the grant of restricted shares of the Common Stock (“Restricted
      Stock”).

     

    2.  Administration.

     

    (a)  In
      General.
      Subject
      to paragraph (b) hereof, 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 and/or Restricted Stock awards (“Awards”)
      under
      the Plan, to select from among eligible persons those individuals who will
      be
      receiving Awards, to determine whether each Award should be a Stock Option
      or
      Restricted Stock, to determine the number of shares of Common Stock covered
      by
      each Award, the Option exercise price per share of Common Stock covered by
      each
      Option (and, in connection therewith, determine the Fair Market Value of the
      Common Stock for purposes of the Plan), and the restrictions, if any, which
      shall apply to the Common Stock subject to an Award, to determine the terms
      and
      conditions of each Award, to approve the form of each Option agreement (an
      “Option
      Agreement”)
      and
      each Restricted Stock agreement (a “Restricted
      Stock Agreement”),
      to
      amend any such Option Agreement or Restricted Stock Agreement from time to
      time,
      to construe and interpret the Plan and all Option Agreements and Restricted
      Stock Agreements executed thereunder 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 and Restricted Stock,
      and
      subject only to the limits of applicable law, the Board shall be under no
      obligation or duty to treat similarly situated grantees of an Option Agreement
      (“Optionees”)
      or
      similarly situated grantees of an Restricted Stock Agreement (“Restricted
      Stock 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 Option
      Agreement or Restricted Stock 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), 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, an Option
      Agreement, or a Restricted Stock 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 14(a), Awards may
      be
      granted only to employees and independent contractors of the Company. For
      purposes hereof, the term “independent contractors” shall include consultants,
      advisors and 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.

     

    4.  Common
      Stock Available for Awards.

     

    (a)  Subject
      to adjustment under Section 18 below, 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 its 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 Section 4(a). Shares issued under the
      Plan may consist in whole or in part of authorized but unissued shares or
      treasury shares of Common Stock.

     

    
      
        
        

      

      
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    (b)  Subject
      to adjustment under Section 18 below, 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 year shall not exceed One Million (1,000,000).

     

    (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 five years from the
      date
      of grant, subject to earlier termination as provided in Section 8. Subject
      in
      the case of ISOs to Section 14, 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.
      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.  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 24); (ii) in the
      event that the Optionee’s employment with the Company shall terminate by reason
      of 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 hereof, the Optionee shall be deemed to
      have
      a “Disability” if the Optionee is permanently and totally disabled, within the
      meaning of Section 22(e) 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 14, 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, 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 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 24), payment of the exercise price may be
      facilitated by an outside broker.

     

    (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”).

     

    
      
        
        

      

      
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    (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.
      The
      terms and conditions of each Option shall be set forth in an Option Agreement
      in
      the form approved by the Board. Each Option Agreement shall be executed by
      Accoona and the Optionee. Each Option Agreement shall, at a minimum, 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, (iii) the
      provisions related to vesting and exercisability of the Option, including the
      Option exercise price, and (iv) that the Option is subject to the terms and
      provisions of the Plan and that in the event of any conflict between the Option
      Agreement and the Plan, the Plan shall control. The Option Agreement may also
      contain such other terms and conditions as the Board determines to be necessary
      or advisable. Option Agreements may vary from one to another.

     

    12.  No
      Stockholder Rights.
      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 the 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.  Nontransferability.

     

    (a)  Subject
      to paragraphs (b) and (c), Options granted under the Plan shall not be
      assignable or transferable other than by will or the laws of descent and
      distribution and Options may be exercised during the lifetime of the Optionee
      only by the Optionee or by the Optionee’s guardian or legal representative. In
      the event of any attempt by an Optionee to transfer, assign, pledge, hypothecate
      or otherwise dispose of an Option 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
      Option by notice to the Optionee and it shall thereupon become null and
      void.

     

    (b)  Notwithstanding
      paragraph (a), if and only if (and on the terms) so provided in the applicable
      Option Agreement, an Optionee may transfer a NSO, by gift or a domestic
      relations order, to a Family Member of the Awardee (as defined in Section 24).
      If a NSO is transferred in accordance with this subparagraph, the Option shall
      be exercisable solely by the transferee, but the determination of the
      exercisability of the Option shall be based solely on the activities and state
      of affairs of the Optionee. Thus, for example, if after a transfer the Optionee
      ceases to be an employee of the Company, such termination shall trigger the
      provisions of Section 8 hereof. Conversely, if after a transfer the transferee
      ceases to be an employee of the Company, such termination shall not trigger
      the
      provisions of Section 8 hereof.

     

    
      
        
        

      

      
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    (c)  Notwithstanding
      paragraph (a) an Optionee may transfer an NSO with the express, written consent
      of the Board (which consent may be withheld for any reason or for no
      reason).

     

    14.  ISO
      Provisions.

     

    (a)  Employment
      Requirement.
      ISOs
      may only be awarded to employees of Accoona or a corporation which, with respect
      to Accoona, is a “parent corporation” or “subsidiary corporation” within the
      meaning of Code Sections 424(e) and (f), respectively. Furthermore, except
      as
      otherwise provided in Code Section 422, if an Optionee is no longer employed
      by
      Accoona or 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), the Option exercise price per share of Common Stock covered
      by
      an ISO shall be no 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 the Option 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 any ISO granted to
      such
      person 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.

     

    (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 the Company) 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 exceeds the limit set
      forth in paragraph (d) or otherwise does not comply with the requirements of
      Code Section 422, it shall be treated as a NSO.

     

    15.  Restricted
      Stock Grants.

     

    (a)  In
      lieu
      of granting a Stock Option hereunder, the Board may grant a Restricted Stock
      Award entitling the award 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.

     

    
      
        
        

      

      
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    (b)  Restricted
      Stock Awards may only be made hereunder to persons to whom Options may be
      granted, pursuant to Section 4, and shall be from the shares of Common Stock
      authorized for issuance under the Plan, pursuant to Section 5.

     

    (c)  Shares
      of
      Restricted Stock may not be sold, assigned, transferred, pledged or otherwise
      encumbered, except as permitted by the Board, before they vest. 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 is 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 any such tax obligations from any payment
      of any kind otherwise due to the Participant.

     

    16.  Compliance
      with Law; Registration of Shares.

     

    (a)  The
      Plan
      and any grant hereunder 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 Company’s counsel, may be required
      or appropriate.

     

    (b)  Notwithstanding
      any other provision of the Plan or Option Agreements or Restricted Stock
      Agreements made pursuant hereto, 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

     

    
      
        
        

      

      
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    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 Option Agreement or Restricted Stock 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 federal or state
      securities law or on any exchange.

     

    17.  No
      Restriction on the Right of Accoona to Effect Corporate Changes.
      The
      Plan and the Options granted hereunder 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 its business, 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 whose rights 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 assets or business, or any other corporate
      act or proceeding, whether of a similar character or otherwise.

     

    18.  Certain
      Adjustments.

     

    (a)  In
      the
      event that Accoona or the division, subsidiary or other affiliated entity for
      which an Optionee 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 Option shall be assumed, or a substantially equivalent
      Option 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 Optionee, provide that the Option shall terminate
      immediately prior to the consummation of the transaction unless exercised by
      the
      Optionee 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
      Sales Price times 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.

     

    (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 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 and (iv) 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.”

     

    
      
        
        

      

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

     

    19.  No
      Right to Continued Employment.
      Neither
      the Plan 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.

     

    20.  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.

     

    21.  Effective
      Date.
      The
      Plan shall be effective as of October 1, 2004 (the “Effective
      Date”),
      subject to the approval thereof 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.

     

    22.  Termination
      of Plan.
      Unless
      terminated earlier by the Board in accordance with Section 20 above, the Plan
      shall terminate on, and no further Awards may be granted after, the tenth
      anniversary of the Effective Date.

     

    23.  Severability.
      In the
      event that any one or more provisions of the Plan an Option Agreement, or a
      Restricted Stock Agreement, or any action taken pursuant to the Plan or an
      Option Agreement or Restricted Stock 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, Option Agreement,
      or Restricted Stock Agreement, but in such particular jurisdiction and instance
      the Plan, Option Agreement and/or Restricted Stock 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.

     

    24.  Definitions.

     

    (a)  Cause.
      The
      term “Cause” when used herein in conjunction with termination of employment (or
      other service relationship) 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 (1) intentional failure
      to perform reasonably assigned duties, (2) dishonesty or willful misconduct
      in
      the performance of his duties, (3) involvement in a transaction which is
      materially adverse to the Company, (4) breach of fiduciary duty involving
      personal profit, (5) 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), (6) commission of an act
      of
      fraud or intentional misappropriation or conversion of any asset or opportunity
      of the Company, or (7) material breach of any provision of the Plan, the
      Awardee’s Option Agreement or Restricted Stock Agreement or any other written
      agreement between the Awardee and the Company, in each case as determined in
      good faith by the Board, whose determination shall be final, conclusive and
      binding on all parties.

     

    
      
        
        

      

      
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    (b)  Fair
      Market Value.
      As used
      herein, 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 Option grant, may be set forth with greater
      specificity in the applicable Option 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 of the Awardee.
      As used
      herein, “Family Member of the Awardee” 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.

     

    (d)  Publicly
      Traded.
      As used
      herein, 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.

     

    25.  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.

     

    26.  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.

     

    27.  Governing
      Law.
      This
      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.

     

    
      
        
        

      

      
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