EMPLOYMENT
      AGREEMENT

     

     

    EMPLOYMENT
      AGREEMENT (the “Agreement”), dated as of April 2, 2007 (the "Effective Date")
      between Accoona Corp., a Delaware corporation (the “Company”), and William J.
      Rose (the “Executive”).

     

    WHEREAS,
      the Executive is the Chief Financial Officer and Treasurer of the Company and
      a
      member of the Board of Directors of the Company (the “Board”);

     

    WHEREAS,
      the Company and the Executive desire to enter into this Agreement to provide
      for
      the continued employment of the Executive by the Company upon the terms and
      subject to the conditions set forth herein;

     

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

     

    1.  Employment.
      The
      Company and the Executive agree that the Executive shall continue to be employed
      by the Company upon the terms and subject to the conditions contained in this
      Agreement. The term of employment of the Executive by the Company pursuant
      to
      this Agreement shall commence as of the Effective Date and, unless earlier
      terminated or renewed pursuant to the terms hereof, shall end on the first
      anniversary hereof (the “Initial Employment Period”), subject to renewal as
      described below, and earlier termination as set forth in Section 4 hereof.
      This
      Agreement shall be subject to unlimited consecutive automatic renewals, each
      for
      a period of one year (the “Renewals”), unless either party hereto provides
      written notice to the other party at least 90 days prior to each Renewal of
      its
      intention not to renew this Agreement. The Initial Employment Period and any
      Renewals shall be referred to herein as the “Employment Period”.

     

    2.  Position
      and Duties.
      

     

    (a)  The
      Company shall employ the Executive in the position of Chief Financial Officer
      and, subject to Section 10(c), Treasurer of the Company, and the Executive
      shall
      report directly to the Chief Executive Officer of the Company (the “CEO”). The
      Executive shall perform such functions as may from time to time be designated
      by
      the CEO not inconsistent with such positions. During the Employment Period
      the
      Company shall nominate the Executive as a member of the Board. In the event
      that
      the Executive’s employment with the Company terminates for any reason, the
      Executive agrees to resign from the Board upon the request of the Board. During
      the Employment Period, the Executive shall perform the Executive’s duties
      hereunder to the best of the Executive’s abilities, well and faithfully and at
      the highest professional level. The Executive shall devote his full business
      time, attention, skills and efforts to the affairs of the Company, and shall
      use
      his best efforts to promote the interests of the Company. Notwithstanding the
      foregoing, the Executive may engage in charitable, civic or community activities
      provided that they do not interfere with the performance of his duties
      hereunder.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b)  Throughout
      the Employment Period, the Executive’s duties will be performed primarily at the
      Company’s offices in the New York City metropolitan area, including Jersey City,
      New Jersey, as established by the Company, subject to the travel requirements
      of
      his position.

     

    3.  Performance
      Review; Compensation.

     

    (a)  Performance
      Review.
      Annually, during the Employment Period the Executive shall receive a performance
      review by the Board or the Compensation Committee. As part of the performance
      review, the Board or the Compensation Committee shall: (x) establish Executive’s
      base salary prospectively, (y) grant Executive such bonuses, if any, as
      determined by the Board or the Compensation Committee in its sole discretion
      for
      the prior or current period and, in such reviewing party’s sole discretion,
      establish the amount, if any, terms or performance requirements for any future
      bonus, and (z) determine the amount and nature of employee benefits and fringe
      benefits available to the Executive. Notwithstanding the foregoing, until such
      time as the Executive receives a performance review within the meaning of this
      Section 3(a) and the Board or Compensation Committee formally advises the
      Executive of any changes in his compensation:

     

    (i)  During
      the Employment Period, the Company shall pay to the Executive an annual base
      salary at the rate of $275,000 per annum.

     

    (ii)  During
      the Employment Period, the Executive shall be entitled to participate in the
      Company’s employee benefit plans and fringe benefit arrangements that are
      generally available from time to time to executives of the Company at the most
      senior level, subject to the terms of such plans and arrangements and subject
      to
      the right of the Company to modify, revise or eliminate such benefit plans
      and
      arrangements from time to time in its sole discretion.

     

    (iii)  During
      the Employment Period, the Executive shall be eligible for an annual bonus
      equal
      to 40% of his salary as determined by the Board in its sole discretion based
      on
      Executive’s performance.

     

    The
      Executive agrees that the Compensation under this Section 3 shall constitute
      full compensation for all services rendered by the Executive during the
      Employment Period. All payments of base salary shall be in accordance with
      the
      Company’s regular payroll practices and base salary and all other cash payments
      hereunder shall be in U.S. Dollars.

     

    (b)  Vacation.
      Executive shall be entitled to three (3) weeks of vacation per year with carry
      over for one year.

     

    (c)  Expense
      Reimbursement.
      The
      Company shall reimburse the Executive for all ordinary and reasonable
      out-of-pocket business expenses reasonably incurred by the Executive in the
      performance of the Executive’s duties hereunder in accordance with the Company’s
      policies and procedures for its most senior executives. In addition, the
      Executive shall be paid parking of $300 per month. The Executive shall submit
      appropriate invoices for all expenses for which the Executive seeks
      reimbursement.

     

    
      
         

      

      
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    4.  Termination;
      Consequences of Termination of Employment Period.
      

     

    (a)  The
      Executive’s employment may be terminated at any time during the Employment
      Period(s) by the Company for Disability or with or without Cause and
      (ii) by the Executive for Good Reason upon at least ninety (90) days
      notice. 

     

    (b)  If
      (A)
      the Executive’s employment is terminated prior to the end of the Employment
      Period (i) by the Company other than for Cause (but not for death or Disability)
      or (ii) by the Executive for Good Reason, or (B) if the Executive’s employment
      is terminated due to the expiration of the Employment Period and the election
      of
      the Company not to renew the same, the Company’s obligations hereunder shall
      cease as of the date of such termination, except that the Executive shall be
      entitled to cash payments (the “Severance Payments”) in an aggregate amount
      equal to the Executive’s base salary and benefits (or the cash equivalent value
      thereof to Executive, which would be affected by Executive electing COBRA and
      the Company reimbursing the Executive for the same) (but not any bonuses or
      other compensation) for a period of twelve (12) months from the date of
      termination to be paid to Executive in accordance with the regular payroll
      practices of the Company. The Executive shall be under no obligation to mitigate
      his damages or to seek other employment. 

     

    (c)  If
      the
      Executive’s employment terminates for any other reason prior to end of the
      Employment Period, including (A) by reason of death or Disability of the
      Executive, (B) by the Company for Cause, or (C) by the Executive without Good
      Reason, the Company’s obligations hereunder shall cease as of the date of such
      termination, and the Executive shall not be entitled to any severance by virtue
      of this Agreement or otherwise.

     

    (d)  In
      the
      event of any termination of Executive’s employment under this Section 4,
      Executive (or his estate) shall be paid such portion of the Executive’s base
      salary as has accrued by virtue of his service during the period prior to
      termination and has not yet been paid, together with any amounts for expense
      reimbursement and similar items which have been properly incurred in accordance
      with the provisions hereof prior to termination and have not yet been
      paid.

     

    5.  Federal
      and State Withholding.
      The
      Company shall deduct from the amounts payable to the Executive pursuant to
      this
      Agreement the amount of all required federal and state withholding taxes in
      accordance with the Executive’s Form W-4 on file with the Company and all
      applicable social security and Medicare taxes.

     

    6.  Agreement
      to Protect Confidential Information.
      The
      Executive has executed a separate Agreement to Protect Confidential Information,
      Assign Inventions and Prevent Unfair Competition and Unfair Solicitation dated
      the date hereof (the “Restrictive Covenant Agreement”). Said agreement is hereby
      incorporated herein and made a part hereof by this reference.

     

    7.  Life
      Insurance.
      The
      Company may, in its sole discretion, and at any time during the Employment
      Period, apply for and procure as owner and for its own benefit insurance on
      the
      life of the Executive, in such amounts and in such form or forms as the Company
      may choose. The Executive shall have no interest whatsoever in any such policy
      or policies, but he shall, at the request of the Company, submit to such medical
      examinations, supply such information, and execute such documents as may be
      reasonably required by the insurance company or companies to whom the Company
      has applied for such insurance. Upon the termination of Executive’s employment
      by the Company, if the Company owns any life insurance policy on the Executive’s
      life, the Executive shall have the option to acquire such life insurance from
      such owner at a price equal to its cash surrender value, if any, at the date
      of
      the termination of the Executive’s employment, and if the Company owns any term
      life insurance on the Executive’s life, the Executive shall have the option to
      acquire such life insurance from such owner at a price equal to the prepaid
      premium at the date of the termination of the Executive’s
      employment.

     

    
      
         

      

      
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    8.  Arbitration;
      Certain Costs.
      Any
      dispute or controversy between the Company and the Executive, whether arising
      out of or relating to this Agreement, the breach or alleged breach of this
      Agreement, or otherwise, shall be settled by arbitration in New York City
      administered by the American Arbitration Association before a single arbitrator
      in accordance with its Commercial Rules then in effect and judgment on the
      award
      rendered by the arbitrator may be entered in any court having jurisdiction
      thereof. The arbitrator shall have the authority to award any remedy or relief
      that a court of competent jurisdiction could order or grant, including, without
      limitation, the issuance of an injunction. However, either party may, without
      inconsistency with this arbitration provision, apply to any court having
      jurisdiction over such dispute or controversy and seek interim provisional,
      injunctive or other equitable relief until the arbitration award is rendered
      or
      the controversy is otherwise resolved. Except as necessary in court proceedings
      to enforce this arbitration provision or an award rendered hereunder, or to
      obtain interim relief, neither a party nor an arbitrator may disclose the
      existence, content or results of any arbitration hereunder without the prior
      written consent of the Company and the Executive. The Company and the Executive
      acknowledge that this Agreement evidences a transaction involving interstate
      commerce. Notwithstanding any choice of law provision included in this
      Agreement, the United States Federal Arbitration Act shall govern the
      interpretation and enforcement of this arbitration provision.

     

    9.  Notices.
      All
      notices and other communications required or permitted hereunder shall be in
      writing and shall be deemed to have been duly given when personally delivered
      or
      five days after deposit in the United States mail, certified and return receipt
      requested, postage prepaid, addressed (a) if to the Executive, to the most
      recent address then shown on the employment records of the Company, and if
      to
      the Company, to Accoona Corp., 101 Hudson Street, Suite 3606, Jersey City,
      NJ
      07302 to the attention of the Chairman of the Board of Directors, with a copy
      to
      Andrew M. Ross, Loeb & Loeb LLP, 345 Park Avenue, New York, New York 10154,
      or (b) to such other address as either party may have furnished to the other
      in
      writing in accordance herewith, except that notices of change of address shall
      be effective only upon receipt.

     

    10.  Certain
      Definitions.
      The
      following terms shall have the following meanings for purposes of this
      Agreement:

     

    (a)  “Cause”
      means (i) Executive’s continued willful failure or refusal to perform written
      directives of the CEO, the Vice Chairman, the Chairman of the Board or the
      Board
      regarding Executive’s duties and responsibility which are not contrary to the
      scope and nature of Executive’s duties and responsibilities as set forth in
      Paragraph 2(a) hereof, which failure or refusal is not cured within 10 days
      after written notice thereof to Executive, (ii) the willful engaging by
      Executive in conduct that is, or that the Board determines in good faith is
      reasonably likely to be, materially injurious to the business, reputation,
      character or community standing of the Company, which failure has not been
      cured
      within 10 days after written notice thereof to the Executive by the Company,
      (iii) any act of dishonesty, fraudulent or unethical conduct or moral turpitude
      affecting, or which in the good faith judgment of the Board, reasonably might
      materially adversely affect, the Company, (iv) Executive’s conviction in a court
      of law or plea of nolo contendere to any felony, or (v) a material breach by
      the
      Executive of any material term of this Agreement or the Restrictive Covenant
      Agreement, provided if such breach is susceptible of cure, such breach is not
      cured within 10 days after written notice thereof to the Executive by the
      Company.

     

    
      
         

      

      
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    (b)  “Disability”
      means the Executive having become unable to perform regularly Executive’s duties
      hereunder by reason of illness or incapacity for a period of more than 60
      consecutive days or a total of 120 days, even if not consecutive, within any
      period of 360 consecutive days. If there should be a dispute between the parties
      hereto as to the Executive’s physical or mental disability for purposes of this
      Agreement, the question shall be settled by the opinion of an impartial
      reputable physician or psychiatrist agreed upon for the purpose by the parties
      or their representatives, or of the parties cannot agree within fifteen (15)
      days after a request for designation of such party, then each party shall
      designate a physician or psychiatrist and the two of them shall designate a
      third such medical professional and the opinion of a majority of the three
      (3)
      of them shall settle the question. The certification of such physician or
      psychiatrist or the majority of the three (3) of them, as the case may be,
      as to
      the question in dispute shall be final and binding upon the parties
      hereto.

     

    (c)  “Good
      Reason” means the occurrence, without the Executive’s express written consent,
      of any of the following events: (i) removal as the Chief Financial Officer
      but
      not as Treasurer of the Company; provided, that such failure or removal is
      not
      in connection with a termination of Executive’s employment hereunder (ii) any
      material dimunition in the Executive’s duties, authority, responsibilities or
      reporting relationships with respect to the Company except in connection with
      the Company’s election of a third party as Treasurer, or assignment to the
      Executive of any duties that are materially inconsistent with the Executive’s
      position or duties described herein, provided such changes are not in connection
      with the Executive’s termination of employment (iii) the Executive’s base
      compensation is reduced and/or fringe benefits are materially reduced, and
      (iv)
      a change in the location of the principal offices of the Company to a location
      outside of Jersey City, New Jersey or the New York metropolitan area, without
      the consent of Executive. Notwithstanding the foregoing, an isolated,
      insubstantial and inadvertent action taken by the Company in good faith that
      is
      remedied by the Company promptly (the earlier of 20 days or as soon as
      reasonably practicable) after receipt of written notice thereof given by the
      Executive shall not constitute a basis for Good Reason.

     

    11.  Indemnification.
      The
      Company agrees that, in addition to any rights that the Executive may have
      under
      the certificate of incorporation and by-laws of the Company as the same may
      be
      in effect from time to time hereafter as to indemnification and advancement
      of
      expenses, the Executive shall hereby, as a matter of separate contract, be
      entitled and continue to be entitled to all rights of indemnification and
      advancement of expenses provided to directors, officers, employees or agents
      of
      the Company or who serve or served at the request of the Company in any capacity
      with any other corporation or other enterprise, under the certificates or
      articles of incorporation and by-laws of the Company and such other companies
      as
      in effect on the date hereof (the provisions of which are incorporated herein
      by
      reference), regardless of any amendments thereto which thereafter occur, which
      rights the Company expressly agrees shall apply to the Executive as a director,
      officer, employee and agent of the Company, and which rights shall continue
      indefinitely in the Executive’s favor as to any actions, suits, claims or
      proceedings now pending or threatened and as to any actions, suits, claims
      or
      proceedings which may hereafter be brought or threatened.

     

    
      
         

      

      
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    12.  Severability.
      Whenever possible, each provision of this Agreement shall be interpreted in
      such
      a manner as to be effective and valid under applicable law, but if any provision
      of this Agreement is determined to be invalid, illegal or unenforceable in
      any
      respect under applicable law or rule in any jurisdiction, such invalidity,
      illegality or unenforceability shall not affect the validity, legality or
      enforceability of any other provision of this Agreement or the validity,
      legality or enforceability of such provision in any other jurisdiction, but
      this
      Agreement shall be reformed, construed and enforced in such jurisdiction as
      if
      such invalid, illegal or unenforceable provision had never been contained
      herein.

     

    13.  Entire
      Agreement.
      This
      Agreement constitutes the entire agreement and understanding between the parties
      with respect to the subject matter hereof and supersedes and preempts any prior
      understandings, agreements or representations by or between the parties, written
      or oral, which may have related in any manner to the subject matter hereof.
      

     

    14.  Successors
      and Assigns.
      This
      Agreement shall be enforceable by the Executive and the Executive’s heirs,
      executors, administrators and legal representatives, and by the Company and
      its
      successors and permitted assigns. This Agreement shall not be assigned by the
      Company other than to a successor pursuant to a merger, consolidation or
      transfer of all or substantially all of the capital stock or assets of the
      Company. The Executive may not assign any of his duties under this
      Agreement.

     

    15.  Governing
      Law.
      This
      Agreement shall be governed by and construed and enforced in accordance with
      the
      internal laws of the State of New York without regard to principles of conflict
      of laws.

     

    16.  Survival.
      Sections 4-18 of this Agreement shall survive and continue in full force and
      effect in accordance with its terms, notwithstanding any termination of the
      Employment Period.

     

    17.  Amendment
      and Waiver.
      The
      provisions of this Agreement may be amended or waived only by the written
      agreement of the Company (upon the approval of the Board) and the Executive,
      and
      no course of conduct or failure or delay in enforcing the provisions of this
      Agreement shall affect the validity, binding effect or enforceability of this
      Agreement.

     

    18.  Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed to be an original and all of which together shall constitute one and
      the
      same instrument.

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      date
      first above written.

     

    
      	 	 	 
	 	ACCOONA
              CORP.
	 
 	 
 	 
 
	 	By:  	/s/ Valentine
              J. Zammit
	 	
              
Valentine
              J. Zammit
Its: Vice
              Chairman


    

     

    
      	 	 	 
	 	EXECUTIVE:
	 
 	 
 	 
 
	 	By:  	/s/ William
              J. Rose
	 	
              
William
              J. Rose


    

     

    
      
         

      

      
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