DIRECTOR
      AGREEMENT

     

    DIRECTOR
      AGREEMENT (this “Agreement”), dated as of March 1, 2007, by and between Accoona
      Corp., a Delaware corporation (“Company”), and Ronald K. Glover
      (“Glover”).

     

    WITNESSETH:

     

    WHEREAS,
      Company
      believes that it is in its own best interests and in the best interests of
      its
      stockholders that the chairman (“Chairman”) of Company’s board of directors (the
“Board”) be an individual who is not an employee of Company and is a
      non-executive Chairman; and

     

    WHEREAS,
      Company
      desires to retain the services of Glover in the capacity of Chairman and Glover
      desires to provide such services in such capacity, upon the terms and subject
      to
      the conditions hereinafter set forth; and

     

    WHEREAS,
      the
      Board has approved the terms of this Agreement.

     

    NOW,
      THEREFORE,
      in
      consideration of the foregoing and of the mutual covenants and obligations
      hereinafter set forth, the parties hereto, intending to be legally bound, hereby
      agree as follows:

     

    1.  Election
      as Director; Appointment.
      Company
      agrees to appoint Glover as a member of the Board and as Chairman, both as
      of
      the date hereof, and agrees to use its best efforts and powers to sustain and
      continue Glover’s election as a member of the Board for successive one year
      terms at each annual meeting of stockholders of Company and each special meeting
      of stockholders of Company convened for such purpose, until the date of the
      2009
      annual stockholders meeting, unless this Agreement is terminated sooner pursuant
      to Section 4 hereof (the “Term”). During the Term, at all times that Glover is a
      member of the Board, he shall be appointed as Chairman.

     

    2.  Duties
      and Extent of Services.

     

    (a)  During
      the Term, Glover shall serve as Chairman and, in such capacity, shall provide
      those services required of a director under Company’s articles of incorporation
      and bylaws, as both may be amended from time to time, and under the General
      Corporation Law of Delaware, the federal securities laws and other state and
      federal laws and regulations, as applicable, and shall render such services
      as
      are customarily associated with and are incident to the position of Chairman
      and
      such other services as Company may, from time to time, reasonably require of
      him
      consistent with such position. Such duties and responsibilities shall include,
      but shall not be limited to, chairing all meetings of the Board and all meetings
      of stockholder of the Company, and shall also include working with management
      on
      a potential initial public offering of the common stock of the Company,
      directing the flow of information from the Company’s management to the Board,
      and scheduling and setting the agendas for meetings of the Board.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b)  Glover
      shall faithfully, competently and diligently perform to the best of his ability
      all of the duties required of him as Chairman. Without limiting the preceding
      sentence, Company acknowledges that Glover has other business commitments,
      including commitments to serve on the board of directors of other companies
      The
      parties anticipate, on average, Glover shall devote eight (8) days per month
      to
      the Company for the initial period of twenty-four (24) months.

     

    (c)  The
      parties acknowledge that the position of Chairman does not involve Glover acting
      as an executive officer of the Company.

     

    3.  Compensation.

     

    (a)  Initial
      Compensation: As compensation for Glover's entering into this Agreement and
      performing his services hereunder, (i) concurrently herewith the Company is
      granting Glover an option to purchase up to 1,000,000 shares of Common Stock
      of
      the Company pursuant to a nonqualified Stock Option Agreement dated the date
      hereof (the “Stock Option Agreement”) under the Company’s 2007 Equity Incentive
      Plan, and (ii) a director’s fee of $10,000 per month so long as Glover is a
      director, for up to a maximum of twenty-four (24) months.

     

    (b)  Other
      Benefits. During the Term Glover shall be entitled to any benefits made
      available to non-executive members of the Board generally.

     

    (c)  Expenses.
      Company agrees to reimburse Glover for all reasonable and necessary travel,
      business entertainment, and other out-of-pocket business expenses incurred
      or
      expended by him in connection with the performance of his duties hereunder
      upon
      presentation of proper expense statements or vouchers or such other supporting
      information as Company may reasonably require of Glover.

     

    4.  Termination.
      The
      Company shall have the right to remove Glover from, or not reelect Glover to,
      the Board and shall have the right to remove Glover from, or not reelect Glover
      to, the position of Chairman. Such removal shall have no effect on the Options
      granted to Glover hereunder and these Options shall remain vested and
      immediately exercisable, except as otherwise provided herein or in the Stock
      Option Agreement. Glover shall have the right, exercisable at any time during
      the Term, upon thirty (30) days written notice to Company, to resign as Chairman
      of the Board or as a member of the Board. In the event that, during the term
      hereof, Glover is removed as a director without cause (as defined in the Stock
      Option Agreement) he shall be entitled to two (2) additional months director
      fees, even though he is no longer a director.

     

    5.  Confidentiality,
      Protection of Inventions and Prevention of Unfair Solicitation.
      The
      parties acknowledge that in conjunction with the execution of this Agreement,
      they are entering into an Agreement to Protect Confidential Information, Assign
      Inventions and Prevent Unfair Solicitation.

     

    6.  Independent
      Contractor.
      Glover
      is an independent contractor and will not be deemed an employee of Company
      for
      purposes of employee benefits, income tax withholding, FICA taxes, unemployment
      benefits or otherwise.

     

    
      
         

      

      
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    7.  Entire
      Agreement.
      This
      Agreement is intended by the parties as a final expression of their agreement
      with respect to the subject matter hereof and is intended as a complete and
      exclusive statement of the terms and conditions thereof and supersedes and
      replaces all prior negotiations and agreements between the parties hereto,
      whether written or oral, with respect to the subject matter hereof.
      Notwithstanding the foregoing, that certain Option previously granted to Glover
      under the Consulting Agreement shall remain in effect pursuant to the terms
      set
      forth in the Consulting Agreement or any related agreements.

     

    8.  Governing
      Law.

     

    (a)  This
      Agreement shall be governed by and construed under the laws of the State of
      New
      York, applicable to contracts to be wholly performed in such State, without
      regard to the conflict of laws principles thereof.

     

    (b)  Any
      action to enforce any of the provisions of this Agreement shall be brought
      in a
      court of the State of New York located in the Borough of Manhattan of the City
      of New York or in a Federal court located within the Southern District of New
      York. The parties consent to the jurisdiction of such courts and to the service
      of process in any manner provided by New York law. Each party irrevocably waives
      any objection which it may now or hereafter have to the laying of the venue
      of
      any such suit, action or proceeding brought in such court and any claim that
      such suit, action or proceeding brought in such court has been brought in an
      inconvenient forum and agrees that service of process in accordance with the
      foregoing sentences shall be deemed in every respect effective and valid
      personal service of process upon such party.

     

    9.  Amendment.
      This
      Agreement may be amended, modified or superseded, and any of the terms hereof
      may be waived, only by a written instrument executed by the parties
      hereto.

     

    10.  Assignability.
      The
      obligations of Glover may not be delegated and Glover may not, without Company’s
      written consent thereto, assign, transfer, convoy, pledge, encumber, hypothecate
      or otherwise dispose of this Agreement or any interest herein. Any such
      attempted delegation or disposition shall be null and void and without effect.
      Company and Glover agree that this Agreement and all of Company’s rights and
      obligations hereunder may be assigned or transferred by Company to and shall
      be
      assumed by and be binding upon any successor to Company. The term “successor”
means, with respect to Company or any of its subsidiaries, any corporation
      or
      other business entity which, by merger, consolidation, purchase of the assets
      or
      otherwise acquires all or a material part of the assets of Company.

     

    11.  Severability.
      If any
      provision of this Agreement or any part thereof is held to be invalid or
      unenforceable, the same shall in no way affect any other provision of this
      Agreement or remaining part thereof; which shall be given full effect without
      regard to the invalid or unenforceable part thereof.

     

    
      
         

      

      
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    12.  Notices.
      All
      notices, requests, demands and other communications required or permitted to
      be
      given or made under this Agreement, shall be given or made in writing by
      registered or certified mail, return receipt requested, or by overnight carrier
      service or by facsimile transmission and will be deemed to have been given
      or
      made on the date following receipt or attempted delivery at the following
      locations:

     

    Glover

     

    Ronald
      K.
      Glover

    1555
      Hunter Drive

    Wayzata,
      MN 55391

    Facsimile
      No.: _______________

     

    To
      Company;

     

    Accoona
      Corporation

    101
      Hudson Street

    Jersey
      City, New Jersey 07302 

    Attention:
      Chief Executive Officer

    Facsimile
      No.: (201) 557-9377

     

    With
      a
      copy (not constituting notice) in the case of communications to Company
      to:

     

    Loeb
      & Loeb LLP

    345
      Park
      Avenue

    New
      York,
      New York 10154 

    Attn:
      Andrew M. Ross, Esq. 

    Facsimile
      No.: (212) 407-4990

     

    Either
      party may change the address to which notices shall be sent by sending written
      notice of such change of address to the other party. Any such notice shall
      be
      deemed given, if delivered personally, upon receipt; if telecopied, when
      telecopied; if sent by courier service providing for next-day delivery, the
      next
      business day following deposit with such courier service; and if sent by
      certified or registered mail, three days after deposit (postage prepaid) with
      the U.S. mail service.

     

    13.  Representations
      and Warranties; Indemnification.

     

    (a)  Glover
      hereby represents and warrants to Company that his execution, delivery and
      performance of this Agreement and any other agreement to be delivered pursuant
      to this Agreement will not violate, conflict with or result in the breach of
      any
      of the terms of, or constitute (or with notice or lapse of time or both,
      constitute) a default under, any agreement, arrangement or understanding with
      respect to Glover’s employment or providing services to which Glover is a party
      or by which Glover is bound or subject.

     

    
      
         

      

      
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    (b)  Company
      hereby represents and warrants to Glover that (i) it is a corporation duly
      organized, validly existing, and in good standing under the laws of the State
      of
      Delaware, and has all requisite corporate power and authority to execute,
      deliver and perform this Agreement in accordance with the terms hereof, (ii)
      all
      necessary actions to authorize the Company’s execution, delivery and performance
      of this Agreement have been taken, (iii) this Agreement has been duly executed
      and delivered by the Company and constitutes its legal, valid, and binding
      obligation enforceable against it in accordance with the terms hereof, and
      (iv)
      its execution, delivery and performance of this Agreement and any other
      agreement to be delivered pursuant to this Agreement will not violate, conflict
      with or result in the breach of any of the terms of, or constitute (or with
      notice or lapse of time or both, constitute) a default under, any agreement,
      arrangement or understanding with respect to Glover’s employment or which
      otherwise related to Glover’s relationship with the Company.

     

    (c)  Company
      hereby agrees to indemnify and hold harmless Glover, his affiliates (and such
      affiliates’ directors, officers, employees, agents and representatives) and
      permitted assigns, to the fullest extent permitted under Delaware law, from
      and
      against any and all losses, damages, liabilities, obligations, costs or expenses
      which are caused by or arise out of (i) any breach or default in the performance
      by the Company of any covenant or agreement of the Company contained in this
      Agreement, and (ii) any breach of warranty or inaccurate or erroneous
      representation made by the Company herein, and (iii) any and all actions, suits,
      proceedings, claims, demands, judgments, costs and expenses (including
      reasonable legal fees) incident to any of the foregoing. The Company shall
      advance any expenses reasonably incurred by Glover in defending an indemnifiable
      action hereunder, with such expenses to be reimbursed by Glover only in the
      event that a court of competent jurisdiction enters a binding judgment, order
      or
      decree that Glover acted in bad faith or in a manner he reasonably believed
      not
      to be in the best interests of the Company.

     

    14. 
Paragraph
      Headings.
      The
      paragraph headings contained in this Agreement are for reference purposes only
      and shall not affect in any way the meaning or interpretation of this
      Agreement.

     

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

     

    
      
         

      

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

     

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


    

     

    
      	 	 	 
	 	      	/s/ Ronald
              K.
              Glover
	 	
              
Ronald
              K. Glover


    

     

    
      
         

      

      
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