AMENDED
AND RESTATED CONVERA CORPORATION




1996
EMPLOYEE STOCK PURCHASE PLAN




Convera
Corporation, f/k/a  Excalibur Technologies Corporation, a Delaware
corporation, adopted this Convera 1996 Employee Stock Purchase Plan (the "Plan")
as of the Effective Date, and is amending the Plan as of the first Option Period
beginning after the date of shareholder approval of the Plan so
amended.  The purposes of this Plan are as follows:




(1)           To
assist employees of the Company in acquiring a stock ownership interest in the
Company pursuant to a plan that is intended to qualify as an "employee stock
purchase plan" under Section 423 of the Internal Revenue Code of 1986, as
amended.




(2)           To
help employees provide for their future security and to encourage them to remain
in the employment of the Company.









1.
            Definitions




Whenever
any of the following terms is used in the Plan with the first letter or letters
capitalized, it shall have the following meaning unless the context clearly
indicates to the contrary (such definitions to be equally applicable to both the
singular and plural forms of the terms defined):




(a)
            "Code"
      means the Internal Revenue Code of 1986, as
  amended.




(b)
            "Committee"
      means the committee appointed to administer the Plan pursuant to paragraph
      10.




(c)
            "Company"
      means Convera Corporation, a Delaware
  corporation.




(d)
            Date
      of Exercise" means the date as of which an Option is exercised and the
      Stock subject to that Option is purchased.  With respect to any
      Option, the Dates of Exercise are the last day of each three-month period
      ending January 31, April 30, July 31 and October 31 in which Stock is
      traded in the over-the-counter market during the Option Period in which
      that Option was granted.




(e)
            "Date
      of Grant" means the date as of which an Option is granted, as set forth in
      paragraph 3(a).




(f)
            "Effective
      Date" means August 1, 1996.




(g)
            "Eligible
      Compensation" means total cash compensation received from the Company as
      regular compensation during an Option Period.  By way of
      illustration, and not by way of limitation, Eligible Compensation includes
      regular compensation such as salary, wages, overtime, bonuses,
      commissions, and incentive compensation, but excludes relocation expense
      reimbursements, other reimbursements and income realized as a result of
      participation in any stock option, stock purchase, or similar plan of the
      Company.




(h)
            "Eligible
      Employee" means any employee of the Company (or any subsidiary designated
      by the board of directors of the Company) (i) is a full time employee or a
      part-time employee whose customary employment is more than twelve hours
      per week and (ii) who does not, immediately after the Option is granted,
      own (within the meaning of Code Sections 423(b)(3) and 424(d)) stock
      possessing five percent or more of the total combined voting power or
      value of all classes of stock of the
Company.




(i)
            "Option"
      means an option granted under the Plan to an Eligible Employee to purchase
      shares of Stock.




(j)
            "Option
      Period" means with respect to any Option the period beginning upon the
      Date of Grant and ending on the July 31 or January 31 immediately
      following the Date of Grant, whichever is earlier, or ending on such other
      date as the Committee shall determine.  No Option Period may
      exceed 5 years from the Date of
Grant.




(k)
            "Option
      Price" with respect to any Option has the meaning set forth in paragraph
      4(b).




(l)
            "Participant"
      means an Eligible Employee who has complied with the provisions of
      paragraph 3(b).




(m)
            "Periodic
      Deposit Account" means the account established and maintained by the
      Company to which shall be credited pursuant to paragraph 3(c) amounts
      received from Participants for the purchase of Stock under the
      Plan.




(n)
            "Plan"
      means this Amended and Restated Convera Corporation 1996 Employee Stock
      Purchase Plan.




(o)
            "Plan
      Year" means the fiscal year of the Company which begins on February
      1.




(p)
            "Stock"
      means shares of common stock, par value $.01 per share, of the
      Company.




(q)
            "Stock
      Purchase Account" means the account established and maintained by the
      Company for each Participant at a securities brokerage firm designated by
      the Company to which Stock purchased upon exercise of an Option under the
      Plan shall be credited pursuant to paragraph
  4(c).




(r)
            “Subsidiary”
      means any corporation other than the Company in an unbroken chain of
      corporations beginning with the Company if at the time of the granting of
      the Option each of the corporations other than the last corporation, in
      the unbroken chain owns stock possessing 50% or more of the total combined
      voting power of all classes of stock in one of the other corporations in
      such chain.






2.
            Stock
      Subject to Plan




Subject
to the provisions of paragraph 8 (relating to adjustment upon changes in the
Stock) the Stock which may be sold pursuant  to Options granted under
the Plan shall not exceed in the aggregate 1,250,000 shares, and may be newly
issued shares or treasury shares or shares bought in the market or otherwise for
purposes of the Plan.









3.
            Grant
      of Options




(a)
            General
      Statement




The
Company will grant Options to all Eligible Employees on February 1 and/or August
1 of each Plan Year or on such other date as the Committee shall
designate.  The term of each Option shall end on the last day of the
Option Period with respect to which the Option is granted.  With
respect to each Option Period each Eligible Employee shall be granted an Option
on the Date of Grant for the number of shares of Stock determined by dividing
(i) $25,000 multiplied by the number of (whole or part) calendar years in the
Option Period by (ii) the fair market value of a share of Stock on the Date of
Grant for as many full and  fractional shares of Stock as the
Eligible  Employee may purchase with up to 10% of the Compensation he
or she receives during the Option Period (or during any portion of the Option
Period as the Eligible Employee may elect to participate).




(b)
            Election
      to Participate




Each
Eligible Employee who elects to participate in the Plan shall communicate to the
Company in accordance with  procedures established by the Committee an
election to  participate in the Plan whereby the Eligible Employee
designates a stated whole percentage equaling at least 1% but no more than 10%
of his or her Eligible Compensation during the Option Period to be deposited
periodically in his or her Periodic Deposit Account under paragraph
3(c).  The cumulative amount deposited in the Periodic Deposit Account
during a Plan Year with respect to any Eligible Employee may not exceed the
limitation stated in paragraph 3(d).  A Participant's election to
participate in the Plan shall continue in effect during the current and
subsequent Option Periods until changed pursuant to paragraph 3(c).




(c)
            Periodic
      Deposit Accounts




The
Company shall maintain a Periodic Deposit Account for each Participant and shall
credit to that account in U.S. dollars all amounts received under the Plan from
the Participant.  No interest will be paid to any Participant or
credited to his or her Periodic Deposit  Account under the Plan with
respect to such funds.  All amounts credited to a Participant's
Periodic Deposit Account shall be used to purchase Stock
under  paragraph 4(c) and no portion of a Participant's Periodic
Deposit Account shall be refunded to him or her, subject to paragraph
5.




Credits
to an Eligible Employee's Periodic Deposit Account shall be made by payroll
deduction or by other alternate payment arrangements in accordance with rules
and procedures established by the Committee.  An Eligible Employee may
increase, decrease or eliminate the periodic credits to his or her Periodic
Deposit  Account for future periods by filing a new election amount at
any time during an Option Period.  The change shall become effective
in accordance with the Committee's rules and procedures as soon as practicable
after the Company receives the election but the change will not affect the
amounts deposited with respect to Eligible Compensation sooner than the Eligible
Compensation payable with  respect to the next pay period after the
Company receives the authorization.




(d)
            $25,000
      Limitation




No
Eligible Employee shall be permitted to purchase Stock under the Plan or under
any other employee stock purchase plan of the Company or of any Subsidiary which
is intended to qualify under Code Section 423, at a rate which exceeds $25,000
in fair market value of Stock (determined at the time the Option is granted) for
each calendar year in which any such Option granted to such Participant is
outstanding at any time.






4.
            Exercise
      of Options




(a)
            General
      Statement




On each
Date of Exercise the entire Periodic Deposit Account of each Participant shall
be used to purchase at the Option Price whole shares of Stock subject to the
Option.  No fractional shares shall be issued.  Each
Participant automatically and without any act on his or her part will be deemed
to have exercised his or her Option on each such Date of Exercise to the extent
that the amounts then credited to the Participant’s Periodic Deposit Account
under the Plan are used to purchase Stock.  Any funds not used to
purchase Stock shall be carried over to purchase Stock in future
periods.




(b)
            Option
      Price Defined




Starting
with the first Option Period after the date of shareholder approval of the Plan,
the Option Price per share of Stock to be paid by each Participant on each
exercise of his or her Option  shall be an amount in U.S. dollars
equal to the lesser of (i) 85% of the fair market value of a share of Stock as
of the applicable Date of Exercise or (ii) 85% of the fair market value of a
share of Stock as of the Date of Grant.  The fair market value of a
share of Stock as of an applicable Date of Exercise or Date of Grant shall be
the closing sale price of a share of Stock traded in the over-the-counter market
on such date.




(c)
            Stock
      Purchase Accounts; Stock
Certificates




The
Company shall maintain a Stock Purchase Account for each Participant at a
securities brokerage firm designated by the Company to reflect the Stock
purchased under the Plan by the Participant.  Upon exercise of an
Option by a Participant pursuant to paragraph 4(a), the Company shall credit to
the Participant's Stock Purchase Account the whole or fractional shares of Stock
purchased at that time.




Except as
provided in paragraph 5, certificates with respect to Stock credited to a
Participant's Stock Purchase Account shall be issued only on request by the
Participant for a distribution of whole shares or when necessary to comply with
the transaction requirements outside the United States.  Upon issuance
of such a Stock certificate to a Participant, the Participant's Stock Purchase
Account shall be adjusted to reflect the number of shares of Stock distributed
to the Participant.






5.
            Rights
      on Retirement, Death, Termination of
Employment




If a
Participant retires, dies, or otherwise terminates employment, then to the
extent practicable, no further amounts shall be credited to the Participant's
Periodic Deposit Account from any pay due and owing with respect to the
Participant after such retirement, death, or other termination of
employment.  All amounts credited to such a Participant's Periodic
Deposit Account shall be used on the next Date of Exercise in that Option Period
to purchase whole shares of Stock under paragraph 4.  Such a
Participant's Stock Purchase Account shall be terminated, and stock certificates
with respect to whole shares of Stock and cash with respect to fractional shares
of Stock shall be distributed as soon as practicable after such Date of
Exercise.




Notwithstanding
anything in this Plan to the contrary and except to the extent permitted under
Code Section 423(a), a Participant's Option shall not be exercisable more than
three months after the Participant retires or otherwise ceases to be employed by
the Company.






6.
            Restriction
      Upon Assignment




An Option
granted under the Plan shall not be transferable otherwise than by will or the
laws of descent and distribution, and is exercisable during the Participant's
lifetime only by the Participant.  The Company will not recognize and
shall be under no duty to recognize any assignment or purported assignment by a
Participant, other than by will or the laws of descent and distribution, of the
Participant's interest in the Plan or of his or her Option or of any rights
under his or her Option.






7.
            No
      Rights of Stockholder Until Exercise of
Option




A
Participant shall not be deemed to be a stockholder of the Company, nor have any
rights or privileges of a stockholder, with respect to the number of shares of
Stock subject to an Option.  A Participant shall have the rights and
privileges of a stockholder of the Company when, but not until, the
Participant's Option is exercised pursuant to paragraph 4(a) and the Stock
purchased by the Participant at that time has been credited to the Participant's
Stock Purchase Account.






8.
            Changes
      in the Stock; Adjustments of an
Option




If, while
any Options are outstanding, the outstanding shares of Stock have increased,
decreased, changed into, or been exchanged for a different number or kind of
shares or securities of the Company, or there has been any other change in the
capitalization of the Company, through reorganization, merger, recapitalization,
reclassification, stock split, reverse stock split, spinoff or similar
transaction, appropriate and proportionate adjustments may be made by the
Committee in the number and/or kind of shares which are subject to purchase
under outstanding Options and to the Option Price or prices applicable to such
outstanding Options, including, if the Committee deems appropriate, the
substitution of similar options to purchase shares of another company (with such
other company's consent).  In addition, in any such event, the number
and/or kind of shares which may be offered in the Options shall also be
proportionately adjusted.  No adjustments to outstanding Options shall
be made for dividends paid in the form of stock.






9.
            Use
      of Funds; Repurchase of Stock




All funds
received or held by the Company under the Plan will be included in the general
funds of the Company free of any trust or other restriction and may be used for
any corporate purpose.  The Company shall not be required to
repurchase from any Eligible Employee shares of Stock which such Eligible
Employee acquires under the Plan.






10.
            Administration
      by Committee




(a)
            Appointment
      of Committee




The board
of directors of the Company, or its delegate, shall appoint a Committee, which
shall be composed of one or more members, to administer the Plan on behalf of
the Company.  Each member of the Committee shall serve for a term
commencing on the date specified by the board of directors of the Company, or
its delegate, and continuing until he or she dies or resigns or is removed from
office by such board of directors, or its delegate.




(b)
            Duties
      and Powers of Committee




It shall
be the duty of the Committee to conduct the general administration of the Plan
in accordance with its provisions.  The Committee shall have the power
to:




(1)
            determine
      when the initial and subsequent Option Periods will
    commence;




(2)
            interpret
      the Plan and the Options;




(3)
            adopt
      such rules for the administration, interpretation, and application of the
      Plan as are consistent with the Plan and Code Section 423;
    and




(4)
            interpret,
      amend, or revoke any such rules.




In its
absolute discretion, the board of the directors of the Company may at any time
and from time to time exercise any and all rights and duties of the Committee
under the Plan.  The Committee may delegate any of its
responsibilities under the Plan by designating in writing other persons to carry
out any or all of such responsibilities.




(c)
            Majority
      Rule




The
Committee shall act by a majority of its members in office.  The
Committee may act either by vote at a meeting or by a memorandum or other
written instrument signed by a majority of the Committee.




(d)
            Compensation;
      Professional Assistance; Good Faith
Actions




Each
member of the Committee who is an employee of the Company or a Subsidiary shall
receive no additional compensation for his or her services under the
Plan.  Each Committee member who is not an employee of the Company or
a Subsidiary shall receive such compensation for his or her services under the
Plan as may be determined by the board of directors of the Company, or its
delegate.  All expenses and liabilities incurred by members of the
Committee in connection with the administration of the Plan shall be borne by
the Company.  The Committee may employ attorneys, consultants,
accountants, appraisers, brokers or other persons.  The Committee, the
Company, and its officers and directors shall be entitled to rely upon the
advice, opinions, or valuations of any such persons.  All actions
taken and all interpretations and determinations made by the Committee in good
faith shall be final and binding upon all Participants, the Company and all
other interested persons.  No member of the Committee shall be
personally  liable for any action,  determination or
interpretation made in good faith with respect to the Plan or the Options, and
all members of the Committee shall be fully protected by the Company in respect
to any such action, determination or interpretation.






11.
            No
      Rights as an Employee




Nothing
in the Plan nor any Option shall be construed to give any person (including any
Eligible Employee or Participant) the right to remain in the employ of the
Company or to affect the right of the Company to terminate the employment of any
person (including any Eligible Employee or Participant) at any time with or
without cause, to the extent otherwise permitted under law.






12.
            Term
      of Plan




No Option
may be granted during any period of suspension of the Plan or after termination
of the Plan, and in no event may any Option be granted under the Plan after ten
years from the commencement of the initial Option Period.






13.
            Amendment
      of the Plan




The board
of directors of the Company, or its delegate, may amend, suspend, or terminate
the Plan at any time; provided that approval by the vote of the holders of more
than 50% of the outstanding shares of the stock entitled to vote shall be
required to amend the Plan to reduce the Exercise Price or increase the number
of shares of Stock reserved for the Options under the Plan.






14.
            Effect
      Upon Other Plans




The
adoption of the Plan shall not affect any other compensation or incentive plans
in effect for the Company, except to the extent required by
law.  Nothing in this Plan shall be construed to limit the right of
the Company (a) to establish any other forms of incentives or compensation for
employees of the Company or (b) to grant or assume options otherwise than under
this Plan in connection with any proper corporate purpose, including, but not by
way of limitation,  the grant or assumption of options in connection
with the acquisition, by purchase, lease, merger, consolidation or otherwise, of
the business, stock or assets of any corporation, firm or
association.






15.
            Notices




Any
notice to be given under the terms of the Plan to the Company shall be addressed
to the Company in care of the Committee and any notice to be given to the
Eligible Employee shall be addressed to the Eligible Employee at his or her last
address as reflected in the Company's records.  By a notice given
pursuant to this paragraph, either party may hereafter designate a different
address for notices to be given to it or the Eligible Employee.  Any
notice which is required to be given to an Eligible Employee shall, if the
Eligible Employee is then deceased, be given to the Eligible Employee's personal
representative if such representative has previously informed the Company of his
or her status and address by written notice under this paragraph.  Any
notice shall have been deemed duly given when enclosed in a properly sealed
envelope or wrapper addressed as aforesaid, deposited (with postage prepaid) in
a post office, branch post office, or other depository regularly maintained by
the United States Postal Services.






16.
            Titles




Titles
are provided herein for convenience only and are not to serve as a basis for
interpretation or construction of the Plan.






561264 v02.SF (c12_02!.DOC)




3/24/09
3:06 PM (33594.1001)