EMPLOYMENT
      AGREEMENT

     

    This
      Employment Agreement (the “Agreement”) is made and entered into by and among Joe
      B. Cogdell, Jr. (the “Employee”) and Acorn Energy, Inc. (“Acorn”) and CoaLogix
      Inc. (“CoaLogix”), a subsidiary of Acorn, as of September 15, 2008. Acorn and
      CoaLogix are sometimes hereinafter collectively referred to as the “Companies”.


     

    1. Duties
      and Scope of Employment.

     

    (a) Positions
      and Duties.
      Employee’s employment with the Companies will commence January 5, 2009 (the
“Effective Date”). As of the Effective Date, Employee will serve as Vice
      President, General Counsel and Secretary for each of the Companies. Employee
      will render such other business and professional services in the performance
      of
      his duties, consistent with Employee’s position within the Companies as shall be
      assigned to him, by the CEO of Acorn and the CEO of CoaLogix (collectively,
      the
“CEOs”) or the boards of directors of Acorn and CoaLogix (collectively, the
“Boards”) or their designee. The period of Employee’s employment under this
      Agreement is referred to herein as the “Employment Term.” Employee will office
      and be located in the headquarters of CoaLogix in Charlotte, North Carolina.
      Employee will report to the CEOs who, together with Employee, will set
      Employee’s goals and objectives for each of Acorn and CoaLogix. 

     

    (b) Obligations.
      During
      the Employment Term, Employee will perform his duties faithfully and to the
      best
      of his ability and will devote his full business efforts and time to the
      Companies. For the duration of the Employment Term, Employee agrees not to
      actively engage in any other employment, occupation or consulting activity
      for
      any direct or indirect remuneration without the prior approval of the CEOs
      or
      the Boards. 

     

    2. At-Will
      Employment.
      The
      Companies and the Employee acknowledge and agree that the Employee’s employment
      is and shall continue to be at-will, as defined under applicable law. If the
      Employee’s employment terminates for any reason, including (without limitation)
      any termination after an announcement of Change of Control and prior to
      twenty-four months following a Change of Control or the announcement of a Change
      of Control, whichever comes later, the Employee shall not be entitled to any
      payments, benefits, damages, awards or compensation other than as provided
      by
      this Agreement. 

     

    3. Compensation.

     

    (a) Base
      Salary.
      During
      the Employment Term, CoaLogix will pay Employee as compensation for his services
      an aggregate base salary at the annualized rate of $300,000 (the “Base Salary”)
      subject to adjustment based upon the mutual written agreement of the parties.
      The Base Salary will be paid periodically ($12,500 twice monthly) in accordance
      with CoaLogix’s normal payroll practices and be subject to the usual, required
      withholding. Employee’s compensation and benefits will be administered by
      CoaLogix. CoaLogix will be reimbursed for the portion of Employee’s compensation
      and benefits that is allocated to Acorn in accordance with terms of the Services
      Agreement entered into between Acorn and CoaLogix.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) Annual
      Bonus.
      During
      the Employment Term, Employee shall be eligible to receive an annual bonus
      equal
      to 30% of Employee’s Base Salary based upon criteria including personal,
      corporate and subjective goals in the approximate percentages of 50%, 30% and
      20%, respectively (the “Target Bonus”). Such criteria shall be determined by the
      CEO and Board of Acorn with respect to Employee’s services rendered to Acorn for
      which CoaLogix is entitled to reimbursement and by the CEO and Board of CoaLogix
      with respect to Employee’s services rendered to CoaLogix.

     

    (c) Stock
      Options and CARs.
      Employee will be awarded Acorn and CoaLogix stock options as follows: (i) award
      as of July 30, 2008 of non-qualified executive management stock options for
      18,400 shares of capital stock of CoaLogix with an exercise price of fair market
      value (The fair market value is $5.05 as of date of grant, July 30, 2008, and
      as
      of the date of the Agreement herein), vesting over the initial four year period
      after the Effective Date and conditioned upon Employee’s employment with
      CoaLogix on the Effective Date per the terms of the CoaLogix 2008 Stock Option
      Plan and Employee’s stock option agreement with CoaLogix and (ii) award as of
      the Effective Date of stock options to purchase 120,000 shares of the common
      stock of Acorn which will be awarded and priced at the closing trading value
      at
      the end of the trading session on the Effective Date, which with respect to
      the
      Acorn stock options will be incentive stock options to the maximum extent
      possible, with vesting over the initial four year period after the Effective
      Date per the terms of the Acorn 2006 Stock Incentive Plan. In addition, Employee
      will be eligible to participate in the CoaLogix and Subsidiaries Capital
      Appreciation Rights Plan (the “CARs Plan”) to receive a CARs Award of 2.5% of
      the Aggregate Award Pool per the terms of the CARs Plan. Employee will have
      the
      right to participate in any future financing of CoaLogix at the same level
      and
      priority as Acorn.

     

    4. Employee
      Benefits.
      During
      the Employment Term, Employee will be entitled to participate in the employee
      benefit plans currently and hereafter maintained by CoaLogix of general
      applicability to other senior executives including, but not limited to, medical
      and dental insurance, short and long-term disability insurance and group life
      insurance and 401(k) retirement plan (which currently provides a 60% company
      match on the first 6% of Employee’s eligible compensation contributed to the
      plan with immediate vesting of company contributions). CoaLogix reserves the
      right to cancel or change the benefit plans and programs it offers to its
      employees at any time. 

     

    Employee
      will have paid holidays and four weeks paid vacation annually (20 business
      days)
      with vacation days earned on an accrual basis from the Effective Date in
      accordance with CoaLogix’s policy applicable to senior officers.

     

    The
      Companies will provide Employee with the following additional benefits at
      Companies’ expense: officer’s liability insurance with coverage equal to that
      provided to other senior officers of the Companies, legal malpractice insurance
      with a coverage amount not less than $2,000,000 per occurrence, bar and legal
      association dues and continuing legal education programs (including program
      cost
      and reasonable travel expenses) sufficient for Employee to satisfy bar required
      continuing legal education requirements and provide Employee with education
      regarding legal developments affecting the Companies, subject to the CoaLogix
      CEO’s determination of the reasonableness of the expenses. Time spent by
      Employee at continuing legal education programs will be considered work related
      and not vacation so long as the amount of time is reasonable and does not unduly
      interfere with Employee’s performance of his obligations under this
      Agreement.


    
      
        
        

      

      
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    5. Severance
      Benefits.

     

    (a) Termination
      Not in Connection with a Change of Control.
      If
      the
      Employee’s employment with either Acorn or CoaLogix terminates as a result of
      Involuntary Termination (as defined below) other than for Cause at any time
      prior to an announcement of a Change of Control or on or after the date that
      is
      twenty-four months following a Change of Control or the announcement of a Change
      of Control, whichever comes later (a “Non-Change of Control Severance
      Termination”), then, subject to Employee (i) executing and not revoking a
      standard release of claims in favor of the Companies within twenty-eight (28)
      days of the Termination Date, provided that such release shall preserve all
      indemnification rights of Employee (a “Release”), and (ii) not breaching the
      provisions of Section 6 hereof and the Confidential Information and Invention
      Assignment Agreement, then Employee shall be entitled to receive the following
      severance and non-competition benefits:

     

    (i) Severance
      Payments.
      Thirty
      (30) days following the employment Termination Date, CoaLogix shall pay Employee
      an aggregate amount equal to 200% of the Employee’s then current Annual
      Compensation (i.e., a total of two year’s Annual Compensation) less applicable
      taxes with such amount to be paid over the next twenty-four months in accordance
      with CoaLogix’s normal payroll practices.

     

    (ii) COBRA.
      Subject
      to Employee timely electing continuation coverage under Title X of the
      Consolidated Budget Reconciliation Act of 1985 (“COBRA”), CoaLogix shall
      subsidize Employee and his eligible dependent’s COBRA premiums so that Employee
      pays the same premium as an active employee of the Companies for a period equal
      to the lesser of (A) eighteen months following the Employee’s Termination Date
      or (B) the period of time immediately preceding the date upon which
      Employee becomes covered under the group health plans of another employer with
      comparable group health benefits and levels of coverage, provided that if
      Employee has not become covered under the group health plans of another employer
      with comparable group health benefits and levels of coverage at the end of
      such
      eighteen month period, CoaLogix shall continue to pay the employer premium
      portion of CoaLogix’s group health plan, if permissible, and, if not
      permissible, shall pay such amount directly to Employee for the lesser of (A)
      six months following the Employee’s Termination Date or (B) the period of
      time immediately preceding the date upon which Employee becomes covered under
      the group health plans of another employer with comparable group health benefits
      and levels of coverage.

     

    
      
        
        

      

      
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    Provided,
      however, for purposes of this Section 5(a) only and notwithstanding the above
      provisions of Section 5(a) to the contrary, in the event any action, event
      or
      occurrence described in Section 9(f) (the definition of “Involuntary
      Termination”) is caused by either Acorn or CoaLogix, but not both, and the other
      one of Acorn or CoaLogix which did not cause such action, event or occurrence
      offers in writing to Employee within three days of the date of such action,
      event or occurrence to (i) employ Employee on a full-time basis and assume
      full
      responsibility for (and to pay and provide to Employee) 100% of all of
      Employee’s aggregate compensation (including Base Salary and Target Bonus) and
      benefits described in this Agreement and (ii) assume all of the obligations
      of
      both Acorn and CoaLogix to Employee set forth in this Agreement, then such
      action, event or occurrence shall not be an Involuntary Termination for purposes
      of only that particular such action, event or occurrence, and in such instance
      (and in such instance only) Employee shall not be entitled to severance benefits
      described above in this Section 5(a). 

    


    (b) Termination
      in Connection with a Change of Control.
      If the
      Employee’s employment terminates with either Acorn or CoaLogix as a result of
      Involuntary Termination (as defined below) other than for Cause at any time
      after an announcement of a Change of Control and prior to twenty-four months
      following a Change of Control or the announcement of a Change of Control,
      whichever comes later (the “Change of Control Period”) (a “Change of Control
      Severance Termination”), then, subject to Employee (i) executing and not
      revoking a Release within twenty-eight (28) days of the Termination Date, (ii)
      not breaching the provisions of Section 6 hereof and the Confidential
      Information and Invention Assignment Agreement and (iii) the provisions of
      Section 8 hereof, the Employee shall be entitled to receive the following
      severance benefits:

     

    (i) Severance
      and Non-Competition Payment.
      A cash
      payment in an amount equal to 200% of Employee’s Annual Compensation (i.e., a
      total of two years’ Annual Compensation) payable thirty (30) days after the
      Termination Date.

     

    (ii) Continued
      Employee Benefits.
      One
      hundred percent (100%) CoaLogix-paid health, dental and life insurance coverage
      at the same level of coverage as was provided to such employee immediately
      prior
      to the Change of Control Severance Termination (the “CoaLogix-Paid Coverage”) as
      provided herein. If such coverage included the Employee’s dependents immediately
      prior to the Change of Control Severance Termination, such dependents shall
      also
      be covered at CoaLogix expense. CoaLogix-Paid Coverage shall continue until
      the
      earlier of (A) eighteen months following the date of the Involuntary Termination
      or (B) the date that the Employee and his dependents become covered under
      another employer’s group health, dental or life insurance plans that provide
      Employee and his dependents with comparable benefits and levels of coverage
      provided that if Employee has not become covered under the group health plans
      of
      another employer with comparable group health benefits and levels of coverage
      at
      the end of such eighteen month period, CoaLogix shall continue to pay the
      employer premium portion of CoaLogix’s group health plan, if permissible, and,
      if not permissible, shall pay such amount directly to Employee for the lesser
      of
      (A) six months following the Employee’s Termination Date or (B) the period
      of time immediately preceding the date upon which Employee becomes covered
      under
      the group health plans of another employer with comparable group health benefits
      and levels of coverage. For purposes of COBRA, the date of the “qualifying
      event” for Employee and his dependents shall be the date upon which the
      CoaLogix-Paid Coverage terminates.


    
      
        
        

      

      
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    (iii) Timing
      of Severance & Non-Competition Payments.
      Any
      Change of Control severance and non-competition payments to which Employee
      is
      entitled under Section 5(b)(i) shall be paid by CoaLogix to the Employee
      (or to the Employee’s successor in interest, pursuant to Section 10(b)) in
      cash and in full, thirty (30) calendar days following the Termination Date,
      subject to Sections 9(g) and 12(f).

     

    (c) Voluntary
      Resignation; Termination For Cause.
      If the
      Employee’s employment with Acorn or CoaLogix terminates by reason of the
      Employee’s voluntary resignation (and is not an Involuntary Termination), or if
      the Employee’s employment with Acorn or CoaLogix is terminated for Cause, then
      the Employee shall not be entitled to receive severance or other benefits except
      for those (if any) as may then be established under the Companies’ then existing
      option, severance and benefits plans and practices and Employee’s employment
      with the other one of Acorn or CoaLogix shall also terminate at the same time
      unless the other company offers in writing to Employee to (i) employ Employee
      on
      a full-time basis and assume full responsibility for (and to pay and provide
      to
      Employee) 100% of all of Employee’s aggregate compensation (including Base
      Salary and Target Bonus) and benefits described in this Agreement and (ii)
      assume all of the obligations of both Acorn and CoaLogix to Employee set forth
      in this Agreement.

     

    (d) Disability;
      Death.
      If
      Acorn or CoaLogix terminates the Employee’s employment as a result of the
      Employee’s Disability, or such Employee’s employment with Acorn or CoaLogix is
      terminated due to the death of the Employee, then the Employee shall not be
      entitled to receive severance or other benefits except for those (if any) as
      may
      then be established under the Companies’ then existing severance and benefits
      plans and practices or pursuant to other agreements with the
      Companies.

     

    6. Non-Competition
      and Non-Solicitation.

     

    (a) Employee’s
      Covenants.
      In
      consideration of the Companies hiring Employee on the terms described above,
      Employee hereby agrees that during the Non-Competition Period (as defined
      below), the Employee shall not in the Non-Competition Territory (as defined
      below), through an entity of which he is a partner, shareholder, officer,
      director, employee, manager, associate, agent, consultant, or owner,
      (i) solicit Business (as defined below) from any Customer (as defined
      below) of the Companies or any Customer with which he has had material contact
      during the term of his employment, (ii) employ or recruit for employment,
      or cause the inducement of same, on his own behalf or for any company engaged
      in
      the Business, any person employed by the Companies as of the date of the
      termination of the Employee’s employment, (iii) serve in the Business in a
      capacity identical to or similar to that capacity in which the Employee worked
      at the Companies or (iv) serve in the Business in a management level
      position with any company which is a competitor of the Companies.



    
      
        
        

      

      
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    “Customer”
      shall mean any person or entity that purchased any goods or services from the
      Companies during the twelve months immediately preceding the date of termination
      of the Employee’s employment. The “Non-Competition Period” shall mean a period
      of eighteen months following the termination, for any reason, of Employee’s
      employment. “Non-Competition Territory” means:

     

    (i) The
      countries of the United States, Canada and Mexico and any additional country
      in
      the world in which the Companies conducts Business after the Effective Date;
      or

     

    (ii) If
      the
      preceding subdivision is determined by a court of competent jurisdiction to
      be
      too broad, the territory shall be the United States, Canada and Mexico;
      or

     

    (iii) If
      the
      preceding subdivision is determined by a court of competent jurisdiction to
      be
      too broad, the territory shall be the United States; or

     

    (iv) If
      the
      preceding subdivision is determined by a court of competent jurisdiction to
      be
      too broad, the territory shall be the states of the United States located east
      of the Mississippi River. 

     

    Notwithstanding
      the foregoing, Employee may, without violating this Section 6, own, as a passive
      investment, shares of capital stock of a publicly-held corporation that engages
      in the Business where the number of shares of such corporation’s capital stock
      that are owned by Employee represent less than five percent of the total number
      of shares of such corporation’s capital stock outstanding. Further, if the
      Employee notifies the CEOs or the Boards in writing about potential employment
      that may be construed as in the Business, the CEOs or Boards shall consider
      in
      good faith whether such potential employment may be construed as in the Business
      and to notify Employee of its determination in writing or by e-mail within
      a
      reasonable period of time.

     

    (b) Conditional
      Payments.
      The
      severance payments set forth in Section 5 (to the extent Employee is
      otherwise entitled to such payments) shall be conditioned upon Employee
      complying with all covenants set forth in this Section 6, the Agreement and
      the
      Confidential Information and Invention Assignment Agreement.

     

    (c) Understanding
      of Covenants.
      Employee represents and agrees that he (i) is familiar with the foregoing
      covenants not to compete and not to solicit and (ii) is fully aware of his
      obligations hereunder, including, without limitation, the reasonableness of
      the
      length of time, scope and geographic coverage of these covenants. The Employee
      acknowledges and agrees that the provisions of this Section are reasonable
      and
      an integral part of his employment relationship with the Companies and that
      the
      restrictions contained within this Section are part of the consideration
      received by the Companies in connection with the entering into the
      employer-employee relationship with the Employee, and that the restrictions
      are
      necessary to protect the Companies’ legitimate business interests and to prevent
      the Employee from unfairly taking advantage of those contacts established or
      strengthened and the knowledge gained while with the Companies.

     

    (d) Cessation
      of Payments and Benefits Upon Breach.
      Upon
      any breach of this Agreement or the Confidential Information and Invention
      Assignment Agreement by Employee, all severance payments pursuant to Section
      5
      shall immediately cease and terminate, and Employee shall be obligated to
      immediately return to the Companies the full amount of any severance payments
      previously paid to Employee.


    
      
        
        

      

      
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    (e) Survival
      of Restrictions.
      In the
      event that any provision of this Section 6 relating to the time period of
      the restrictions, the definitions of Customer or Business, the breadth of
      restricted activities or geographic area, or related matters, is declared by
      a
      court of competent jurisdiction to exceed the maximum restrictiveness such
      court
      deems reasonable and enforceable, then such aspects of this Section 6 as
      would be deemed reasonable and enforceable by the court will become and
      thereafter be the maximum restriction in such regard, and such restriction
      will
      remain enforceable to the fullest extent deemed reasonable by such court. The
      restrictions set forth in this Section 6 shall survive the termination of
      this Agreement or Employee’s termination of employment. 

     

    (f) Inadequacy
      of Monetary Damages.
      The
      Employee acknowledges and agrees that monetary damages alone would not
      adequately compensate the Companies in the event of a breach by the Employee
      of
      any of the provisions of this Section 6 or the Confidential Information and
      Invention Assignment Agreement. In the event of a breach or threatened breach
      by
      the Employee of any of the provisions of this Section 6 or the Confidential
      Information and Invention Assignment Agreement, the Companies will have the
      right to seek both monetary damages for any past breach and equitable relief,
      including specific performance by means of an injunction or other action against
      the Employee or against the Employee’s partners, agents, representatives,
      servants, employers, employees, associates or any and all other persons acting
      directly or indirectly by or with him, to prevent or restrain any
      breach.

     

    (g) Companies.
      For
      purposes of this Section 6 “Companies” shall be deemed to mean CoaLogix, Inc.
      and Acorn Energy, Inc.

     

    7. Attorney
      Fees, Costs and Expenses.
      With
      respect to any Change of Control Severance Termination only, the Companies
      will
      reimburse Employee for the reasonable attorney fees, costs and expenses incurred
      by the Employee in connection with any action brought by Employee to enforce
      his
      rights hereunder, provided such action is not decided in favor of the
      Companies.

     

    8. Limitation
      on Payments.

     

    (a) In
      the
      event that the severance and other benefits provided for in this Agreement
      or
      otherwise payable to the Employee (i) constitute "parachute payments"
      within the meaning of Section 280G of the Internal Revenue Code of 1986, as
      amended (the "Code") and (ii) but for this Section 8, would be subject
      to the excise tax imposed by Section 4999 of the Code, then the Employee’s
      severance benefits under this Agreement shall be either

     

    (A) delivered
      in full, or

     

    
      	
            	(B)	
              delivered
                as to such lesser extent which would result in no portion of such
                severance benefits being subject to excise tax under Section 4999 of
                the Code,

            


    


    
      
        
        

      

      
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    whichever
      of the foregoing amounts, taking into account the applicable federal, state
      and
      local income taxes and the excise tax imposed by Section 4999, results in
      the receipt by the Employee on an after-tax basis, of the greatest amount of
      severance benefits, notwithstanding that all or some portion of such severance
      benefits may be taxable under Section 4999 of the Code. Any taxes due under
      Section 4999 shall be the responsibility of the employee.

     

    (b) If
      a
      reduction in the payments and benefits that would otherwise be paid or provided
      to the Employee under the terms of this Agreement is necessary to comply with
      the provisions of Section 8(a), the Employee shall be entitled to select
      which payments or benefits will be reduced and the manner and method of any
      such
      reduction of such payments or benefits subject to reasonable limitations
      (including, for example, express provisions under the Companies’ benefit plans)
      (so long as the requirements of Section 8(a) are met). Within thirty (30)
      days after the amount of any required reduction in payments and benefits is
      finally determined in accordance with the provisions of Section 8(c), the
      Employee shall notify the Companies in writing regarding which payments or
      benefits are to be reduced. If no notification is given by the Employee, the
      Companies will determine which amounts to reduce. If, as a result of any
      reduction required by Section 8(a), amounts previously paid to the Employee
      exceed the amount to which the Employee is entitled, the Employee will promptly
      return the excess amount to the Companies.

     

    (c) Unless
      the Companies and the Employee otherwise agree in writing, any determination
      required under this Section 8 shall be made in writing by the Companies’
primary outside tax advisors immediately prior to the Change of Control (the
      “Accountants”), whose determination shall be conclusive and binding upon the
      Employee and the Companies for all purposes. For purposes of making the
      calculations required by this Section 8, the Accountants may, after taking
      into account the information provided by the Employee, make reasonable
      assumptions and approximations concerning applicable taxes and may rely on
      reasonable, good faith interpretations concerning the application of
      Sections 280G and 4999 of the Code. The Companies and the Employee shall
      furnish to the Accountants such information and documents as the Accountants
      may
      reasonably request in order to make a determination under this Section. The
      Companies shall bear all costs the Accountants may reasonably incur in
      connection with any calculations contemplated by this
      Section 8.

     

    9. Definition
      of Terms.
      The
      following terms referred to in this Agreement shall have the following
      meanings:

     

    (a) Annual
      Compensation.
“Annual
      Compensation” means an amount equal to the greater of (i) Employee’s Base
      Salary for the twelve (12) months preceding the Change of Control or the
      Termination Date, whichever is applicable, plus the Employee’s Target Bonus for
      the same period, or (ii) Employee’s Base Salary on an annualized basis and
      the Employee’s Target Bonus as of the Termination Date.

     

    (b) Business.
      “Business” shall mean (i) selective catalytic reduction (“SCR”) catalyst and
      management services including, but not limited to the cleaning, rejuvenation
      and
      regeneration of SCR catalysts and managing SCR catalysts for utilities and
      independent power producers and (ii) any other businesses engaged in by CoaLogix
      and Acorn or any of their affiliates including, but not limited to, activities,
      products, services or lines of business acquired or developed by CoaLogix or,
      Acorn or any of their affiliates after the Effective Date.


    
      
        
        

      

      
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    (c) Cause.
“Cause”
      shall mean (i) any act of personal dishonesty taken by the Employee in
      connection with his responsibilities as an employee and intended to result
      in
      substantial personal enrichment of the Employee, (ii) the conviction of or
      plea of nolo contendere
      or guilty to a felony, (iii) a willful act by the Employee that constitutes
      gross misconduct and that is injurious to the Companies, (iv) for a period
      of not less than thirty (30) days following delivery to the Employee of a
      written demand for performance from the Companies that describes the basis
      for
      the Companies’ belief that the Employee has not substantially performed his
      duties, a continued violation by the Employee of the Employee’s obligations to
      the Companies that are demonstrably willful and deliberate on the Employee’s
      part or (v) Employee’s breach of this Agreement or any covenant contained in
      this Agreement or the Confidential Information and Invention Assignment
      Agreement or any covenant contained therein. Any dismissal for cause must be
      approved by the CEO or the Board prior to the dismissal date.

     

    (d) Change
      of Control.
“Change
      of Control” means the occurrence of any of the following events:

     

    (i) Any
      “person” (as such term is used in Sections 13(d) and 14(d) of the
      Securities Exchange Act of 1934, as amended) becomes the “beneficial owner” (as
      defined in Rule 13d-3 under said Act), directly or indirectly, of
      securities of Acorn representing fifty percent (50%) or more of the total voting
      power represented by Acorn’s then outstanding voting securities; 

     

    (ii) Any
      “person” (as such term is used in Sections 13(d) and 14(d) of the
      Securities Exchange Act of 1934, as amended), other than Acorn, or an affiliated
      entity, becomes the “beneficial owner” (as defined in Rule 13d-3 under said
      Act), directly or indirectly, of securities of CoaLogix representing fifty
      percent (50%) or more of the total voting power represented by CoaLogix’s then
      outstanding voting securities;

     

    (iii) Any
      “person” (as such term is used in Sections 13(d) and 14(d) of the
      Securities Exchange Act of 1934, as amended), other than Acorn, CoaLogix or
      an
      affiliated entity, becomes the “beneficial owner” (as defined in Rule 13d-3
      under said Act), directly or indirectly, of securities of SCR-Tech LLC
      (“SCR-Tech”) or CoaLogix Solutions Inc. (“CoaLogix Solutions”) representing
      fifty percent (50%) or more of the total voting power represented by SCR-Tech’s
      or CoaLoagix Solutions’, as the case may be, then outstanding voting
      securities;

     

    (iv) A
      change
      in the composition of Acorn’s Board of Directors occurring within a twelve-month
      period, as a result of which fewer than a majority of the directors are
      Incumbent Directors. “Incumbent Directors” shall mean directors who either
      (A) are directors of Acorn as of the date hereof, or (B) are elected,
      or nominated for election, to Acorn’s Board of Directors with the affirmative
      votes of at least a majority of the Incumbent Directors at the time of such
      election or nomination (but shall not include an individual whose election
      or
      nomination is in connection with an actual or threatened proxy contest relating
      to the election of directors to Acorn’s Board of Directors);


    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    (v) The
      consummation of a merger or consolidation of CoaLogix with any other
      corporation, other than a merger or consolidation that would result in the
      voting securities of CoaLogix outstanding immediately prior thereto continuing
      to represent (either by remaining outstanding or by being converted into voting
      securities of the surviving entity or such surviving entity’s parent) at least
      fifty percent (50%) of the total voting power represented by the voting
      securities of CoaLogix or such surviving entity or such surviving entity’s
      parent outstanding immediately after such merger or consolidation;

     

    (vi) The
      consummation of a merger or consolidation of SCR-Tech or CoaLogix Solutions
      with
      any other corporation (other than a merger or consolidation with Acorn, CoaLogix
      or an affiliated entity), other than a merger or consolidation that would result
      in the voting securities of SCR-Tech or CoaLogix Solutions outstanding
      immediately prior thereto continuing to represent (either by remaining
      outstanding or by being converted into voting securities of the surviving entity
      or such surviving entity’s parent) more than fifty percent (50%) of the total
      voting power represented by the voting securities of SCR-Tech or CoaLogix
      Solutions, as the case may be, or such surviving entity or such surviving
      entity’s parent outstanding immediately after such merger or
      consolidation;

     

    (vii) The
      consummation of a merger or consolidation of Acorn with any other corporation
      (other than a merger or consolidation with SCR-Tech, CoaLogix, CoaLogix
      Solutions or an affiliated entity), other than a merger or consolidation that
      would result in the voting securities of Acorn outstanding immediately prior
      thereto continuing to represent (either by remaining outstanding or by being
      converted into voting securities of the surviving entity or such surviving
      entities’ parent) more than fifty percent (50%) of the total voting power
      represented by the voting securities of Acorn or such surviving entity or such
      surviving entities’ parent outstanding immediately after such merger or
      consolidation;

     

    (viii) The
      consummation of the sale or disposition by Acorn of all or seventy-five percent
      (75%) or more of Acorn’s assets;

     

    (ix) The
      consummation of the sale or disposition by SCR-Tech or CoaLogix Solutions of
      all
      or seventy-five percent (75%) or more of SCR-Tech’s or CoaLogix Solutions’
assets; or

     

    (x) The
      consummation of the sale or disposition by CoaLogix of all or seventy-five
      percent (75%) or more of CoaLogix’s assets.

     

    (e) Disability.
      “Disability” shall mean that the Employee has been unable to perform his
      Companies duties as the result of his incapacity due to physical or mental
      illness, and such inability, at least twenty-six (26) weeks after its
      commencement, is determined to be total and permanent by a physician selected
      by
      the Companies or its insurers and acceptable to the Employee or the Employee’s
      legal representative (such agreement as to acceptability not to be unreasonably
      withheld). Termination resulting from Disability may only be effected after
      at
      least thirty (30) days' written notice by the Companies of their intention
      to
      terminate the Employee’s employment. In the event that the Employee resumes the
      performance of substantially all of his duties hereunder before the termination
      of his employment becomes effective, the notice of intent to terminate shall
      automatically be deemed to have been revoked.


    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    (f) Involuntary
      Termination.
      “Involuntary Termination” shall mean (i) without the Employee’s express
      written consent, the significant reduction of the Employee’s duties, authority
      or responsibilities, relative to the Employee’s duties, authority or
      responsibilities as in effect immediately prior to such reduction, or the
      assignment to Employee of such reduced duties, authority or responsibilities,
      except to the extent provided in the last paragraph of Section 5(a); provided,
      however, that so long as Employee remains the Vice President, General Counsel
      and Secretary of the Companies (or, to the extent provided in the last paragraph
      of Section 5(a), either Company), or, following a Change of Control of either
      or
      both of the Companies, whatever entity or entities substantially contains the
      Companies’ business, in either case with the duties, authority and
      responsibilities that are commensurate with such position, then Employee shall
      have no grounds for an Involuntary Termination pursuant to this Section 9(f)(i)
      or 9(f)(viii); provided, further, that if Employee reports to someone other
      than
      the CEOs of the Companies, that shall not in and of itself constitute grounds
      for an Involuntary Termination pursuant to this Section 9(f)(i) or 9(f)(viii);
      (ii) without the Employee’s express written consent, a substantial
      reduction, without good business reasons, of the facilities and perquisites
      (including office space and location) available to the Employee immediately
      prior to such reduction; (iii) a reduction in the base salary or Target
      Bonus of the Employee as in effect immediately prior to such reduction;
      (iv) a material reduction in the kind or level of employee benefits to
      which the Employee was entitled immediately prior to such reduction with the
      result that the Employee’s overall benefits package is significantly reduced;
      (v) the relocation of the Employee to a facility or a location more than
      fifty miles from the Employee’s then present location, without the Employee’s
      express written consent; (vi) any purported termination of the Employee by
      either of the Companies that is not effected for Disability or for Cause, or,
      during the Change of Control Period only, any purported termination for which
      the grounds relied upon are not valid; (vii) the failure of either of the
      Companies to obtain the assumption of this Agreement by any successors
      contemplated in Section 10(a) below; or (viii) during the Change of
      Control Period only, any act or set of facts or circumstances that would, under
      North Carolina case law or statute constitute a constructive termination of
      the
      Employee. However, with respect to any non-Change of Control Severance
      Termination, an Involuntary Termination shall not be deemed to have occurred
      unless Employee provides written notice to the Companies describing the nature
      of the event that he believes forms the basis for Involuntary Termination and
      the Companies do not cure such event within ten (10) days following receipt
      of
      such notice.

     

    (g) Termination
      Date.
      “Termination Date” shall mean (i) if this Agreement is terminated by either
      of the Companies for Disability, thirty (30) days after notice of termination
      is
      given to the Employee (provided that the Employee shall not have returned to
      the
      performance of the Employee’s duties on a full-time basis during such thirty
      (30)-day period), (ii) if the Employee’s employment is terminated by either
      of the Companies for any other reason, the date on which a notice of termination
      is given, provided that if within thirty (30) days after either of the Companies
      gives the Employee notice of termination, the Employee notifies such company
      that a dispute exists concerning the termination or the benefits due pursuant
      to
      this Agreement, then the Termination Date shall be the date on which such
      dispute is finally determined, either by mutual written agreement of the
      parties, or a by final judgment, order or decree of a court of competent
      jurisdiction (the time for appeal therefrom having expired and no appeal having
      been perfected), or (iii) if the Agreement is terminated by the Employee,
      the date on which the Employee delivers the notice of termination to the
      Companies.

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

    10. Successors.

     

    (a) Companies’
      Successors.
      Any
      successor to either of the Companies (whether direct or indirect and whether
      by
      purchase, merger, consolidation, liquidation or otherwise) to all or
      substantially all of such company’s business and/or assets shall assume the
      obligations under this Agreement and agree expressly to perform the obligations
      under this Agreement in the same manner and to the same extent as such company
      would be required to perform such obligations in the absence of a succession.
      For all purposes under this Agreement, the term “Companies” shall include any
      successor to the Companies’ business and/or assets which executes and delivers
      the assumption agreement described in this Section 10(a) or which becomes
      bound by the terms of this Agreement by operation of law.

     

    (b) Employee’s
      Successors.
      The
      terms of this Agreement and all rights of the Employee hereunder shall inure
      to
      the benefit of, and be enforceable by, the Employee’s personal or legal
      representatives, executors, administrators, successors, heirs, distributees,
      devisees and legatees.

     

    11. Notice.

     

    (a) General.
      Notices
      and all other communications contemplated by this Agreement shall be in writing
      and shall be deemed to have been duly given when personally delivered or when
      mailed by U.S. registered or certified mail, return receipt requested and
      postage prepaid. In the case of the Employee, mailed notices shall be addressed
      to him at the home address which he most recently communicated to the Companies
      in writing. In the case of the Companies, mailed notices shall be addressed
      to
      its corporate headquarters, and all notices shall be directed to the attention
      of their respective CEOs, as follows:

     

    CoaLogix,
      Inc.

    11701
      Mt
      Holly Rd.

    Charlotte,
      NC 28214

    Attention:
      CEO

     

    Acorn
      Energy, Inc.

    4
      W.
      Rockland Road

    P.
      O. Box
      4

    Montchanin,
      DE 19710

    Attention:
      CEO


    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

    (b) Notice
      of Termination.
      Any
      termination by the Companies for Cause or by the Employee as a result of a
      voluntary resignation or an Involuntary Termination shall be communicated by
      a
      notice of termination to the other party hereto given in accordance with
      Section 11(a) of this Agreement. Such notice shall indicate the specific
      termination provision in this Agreement relied upon, shall set forth in
      reasonable detail the facts and circumstances claimed to provide a basis for
      termination under the provision so indicated, and shall specify the termination
      date (which shall be not more than thirty (30) days after the giving of such
      notice). The failure by the Employee to include in the notice any fact or
      circumstance which contributes to a showing of Involuntary Termination shall
      not
      waive any right of the Employee hereunder or preclude the Employee from
      asserting such fact or circumstance in enforcing his rights
      hereunder.

     

    12. Miscellaneous
      Provisions.

     

    (a) No
      Duty to Mitigate.
      The
      Employee shall not be required to mitigate the amount of any severance payment
      contemplated by this Agreement, nor shall any such payment be reduced by any
      earnings that the Employee may receive from any other source, provided Employee
      is in compliance with all obligations that the Employee owes under this
      Agreement.

     

    (b) Waiver.
      No
      provision of this Agreement shall be modified, waived or discharged unless
      the
      modification, waiver or discharge is agreed to in writing and signed by the
      Employee and by an authorized officer of the Companies (other than the
      Employee). No waiver by either party of any breach of, or of compliance with,
      any condition or provision of this Agreement by the other party shall be
      considered a waiver of any other condition or provision or of the same condition
      or provision at another time.

     

    (c) Whole
      Agreement.
      This
      Agreement together with the Confidential Information and Invention Assignment
      Agreement represent the entire understanding of the parties hereto with respect
      to the subject matter hereof and supersede in their entirety all prior
      arrangements and understandings regarding same, including any offer letter,
      promotion letter, employment agreement, oral representation or promise or other
      agreement regarding Employee’s employment terms with the Companies. Other than
      this Agreement and the Confidential Information and Invention Assignment
      Agreement, no agreements, representations or understandings (whether oral or
      written and whether express or implied) which are not expressly set forth in
      this Agreement have been made or entered into by either party with respect
      to
      the subject matter hereof.

     

    (d) Choice
      of Law.
      The
      validity, interpretation, construction and performance of this Agreement shall
      be construed and enforced in accordance with, and the rights of the parties
      shall be governed by, the laws of the State of North Carolina without regard
      to
      principles of conflicts of laws.

     

    (e) Severability.
      The
      invalidity or unenforceability of any provision or provisions of this Agreement
      shall not affect the validity or enforceability of any other provision hereof,
      which shall remain in full force and effect.

     

    (f) Withholding.
      All
      payments made pursuant to this Agreement will be subject to withholding of
      applicable income and employment taxes.


    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

     

    (g) Counterparts.
      This
      Agreement may be executed in counterparts, each of which shall be deemed an
      original, but all of which together will constitute one and the same
      instrument.

     

    (h) No
      Conflicting Obligations.
      The
      Employee acknowledges that performance of employment-related duties for the
      Companies will not cause any breach or violation of any other employment,
      non-competition, or similar agreement to which the Employee may be bound.
      Furthermore, the Employee agrees that he will not use or otherwise disclose
      to
      the Companies any trade secrets or confidential information of another person
      or
      entity (including any former employer) if and to the extent that such would
      be a
      breach or violation of any duty owed to that person or entity.

     

    (i) Assignment
      and Succession.
      This
      Agreement is personal to the Employee, and the Employee may not assign or
      delegate any of his rights or obligations hereunder. The obligations of Employee
      under this Agreement shall continue after the termination of Employee’s
      employment and shall be binding on Employee’s heirs, executors, legal
      representatives and assigns. Such obligations shall inure to the benefit of
      any
      successors or assigns of Companies. Employee specifically acknowledges that
      in
      the event of a sale of all or substantially all of the assets of Companies,
      or
      any other event or transaction resulting in a change of ownership or control
      of
      Companies’ business, the rights and obligations of the parties hereunder shall
      inure to the benefit of any transferee, purchaser, or future owner of Companies’
business. This Agreement may be assigned only by Employer.

     

    (j) Binding
      Effect.
      This
      Agreement shall be binding upon the parties hereto and it shall inure to the
      benefit of the Companies’ successors.

     

    (k) Waiver
      of Provisions.
      The
      terms, covenants, representations, warranties, and conditions of this Agreement
      may be waived only by a written instrument executed by the party waiving
      compliance. The failure of any party at any time or times to require performance
      of any provision of this Agreement shall in no manner affect the right at a
      later date to enforce the same or to enforce any future compliance with or
      performance of any of the provisions hereof. No waiver by any party of any
      condition or the breach of any provision, term, covenant, representation, or
      warranty contained in this Agreement, whether by conduct or otherwise, in any
      one or more instances, shall be deemed to be or construed as a further or
      continuing waiver of any such condition or of the breach of any other provision,
      term, covenant, representation, or warranty of this Agreement.

     

    (l) 
      Section
      409A.

     

    (i) With
      respect to payments under this Agreement, for purposes of Section 409A of the
      Internal Revenue Code of 1986, as amended (“Section 409A”), each severance
      payment and COBRA continuation reimbursement payment will be considered one
      of a
      series of separate payments.


    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

     

    (ii) The
      Employee will be deemed to have Date of Termination for purposes of determining
      the timing of any payments that are classified as deferred compensation only
      upon a “separation from service” within the meaning of Section 409A.


     

    (iii) Any
      amount that the Employee is entitled to be reimbursed under this Agreement
      will
      be reimbursed to the Employee as promptly as practical and in any event not
      later than sixty days after Employee has submitted to CoaLogix or Acorn, as
      the
      case may be, the appropriate reimbursement request and substantiation for the
      amount to be reimbursed, and the amount of the expenses eligible for
      reimbursement during any calendar year will not affect the amount of expenses
      eligible for reimbursement in any other calendar year.

     

    (iv) If
      on the
      due date for any payment pursuant to Section 5, all revocation periods with
      respect to the Release have not yet expired, such payment will not be made
      until
      such revocation period has expired and if such revocation period has not expired
      by the end of the calendar year in which the payment would have otherwise been
      made, the payment shall be forfeited.

     

    (v) To
      the
      extent the Employee would be subject to the additional 20% tax imposed on
      certain deferred compensation arrangements pursuant to Section 409A of the
      Code as a result of any provision of this Agreement, such provision shall be
      deemed amended to the minimum extent necessary to avoid application of such
      tax
      and the parties shall promptly execute any amendment reasonably necessary to
      implement this Section 12(l)(v)). The Employee and the Companies agree to
      cooperate to make such amendments to the terms of this Agreement as may be
      necessary to avoid the imposition of penalties and additional taxes under
      Section 409A of the Code to the extent possible; provided however, that the
      Companies agrees that any such amendment shall provide the Employee with
      economically equivalent payments and benefits, and the Employee agree that
      any
      such amendment will not materially increase the cost to, or liability of, the
      Companies with respect to any payments. 

    


    IN
      WITNESS WHEREOF, each of the parties has executed this Agreement, in the case
      of
      the Companies by their duly authorized officers, as of the day and year set
      forth below.

     

    
      	
              COALOGIX

            	
              CoaLogix
                INC.

            
	 	 
	 	
              By:

            	
              /s/
                William J. McMahon

            
	 	 	
              William
                J. McMahon

            
	 	 
	 	
              Its:
                CEO

            
	 	 
	
               

            	
              
                Date:  
                   September 15, 2008

              

            


    

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

    


    
      	
              ACORN

            	
              ACORN
                ENERGY, INC.

            
	 	 
	 	
              By:

            	
              /s/
                John A. Moore

            
	 	 	
              John
                A. Moore

            
	 	 
	 	
              Its:
                CEO

            
	 	 
	 	
              Date:
                September 15, 2008

            
	 	 
	 	 
	
              EMPLOYEE

            	
              /s/Joe
                B. Cogdell, Jr.

            
	 	
              Joe
                B. Cogdell, Jr.

            
	 	 
	 	
              Date:
                September 15, 2008

            


    

     

    
      
        
        

      

      
        -16-