**EMPLOYMENT
      AGREEMENT**





Employment
      Agreement dated as of **** March
      4,
      2008, between ACORN ENERGY, INC., a Delaware corporation (with its successors
      and assigns, referred to as the “Corporation”) and JOHN A. MOORE (hereinafter
      referred to as “MOORE”).





**PRELIMINARY
      STATEMENT**





The
      Corporation desires to employ MOORE as Chief Executive Officer of the
      Corporation, and MOORE wishes to be employed by the Corporation in that
      capacity, upon the terms and subject to the conditions set forth in this
      Agreement. The Corporation and MOORE also wish to enter into the other
      agreements set forth in this Agreement, all of which are related to MOORE’s
      employment under this Agreement.





**AGREEMENT**





MOORE
      and
      the Corporation therefore agree as follows:





**1** **.**  **Commencement
      of Employment: Term.** The
      parties acknowledge that MOORE commenced employment with the Corporation as
      Chief Executive Officer prior to the date hereof and shall continue to serve
      in
      that capacity until the earlier of the third anniversary of the date hereof
      or
      the date his employment is terminated by either or both of the parties in
      accordance with the provisions of this Agreement (the “Term”). The termination
      of the Term for any reason shall end MOORE’s employment under this Agreement,
      but, except as otherwise set forth herein, shall not terminate MOORE’s or the
      Corporation’s other rights and obligations under this Agreement.





**2** **.**  **Position
      and Duties.** MOORE
      has been serving, and shall continue to serve, as the Chief Executive Officer
      (“CEO”) of the Corporation and shall carry out such duties and responsibilities
      consistent with his title, and shall perform and discharge such additional
      duties and responsibilities as may be determined by time to time by the Board
      of
      Directors of the Corporation (the “Board”). MOORE shall also hold such
      additional positions and titles with the Corporation and its subsidiaries as
      the
      Board may determine from time to time. MOORE shall report to the Board. During
      the Term, MOORE shall devote substantially all of his full time and attention
      to
      performing his duties as CEO of the Corporation; provided, however, that MOORE
      shall not be precluded from spending time on personal business and investment
      matters that do not interfere with his duties and responsibilities hereunder.
      Additionally, MOORE may also serve as a member of the board of directors of
      privately-held and publicly-held companies, subject only to his obtaining prior
      approval from the Board, which approval shall not be unreasonably withheld,
      conditioned or delayed. MOORE will be based at the Corporation’s corporate
      headquarters, which is currently located at Montchanin, Delaware.





**3** **.**  **Compensation.**





**(** **a** **)**  **Base
      Salary.** The
      Corporation shall pay MOORE a base salary of $325,000 per annum, retroactive
      to
      January 1, 2008, payable in accordance with the Corporation’s regular pay cycle
      for professional employees. Commencing January 1, 2009, the base salary shall
      be
      increased to $350,000 per annum, and the base salary commencing January 1,
      2010
      through the end of the Term shall be increased to $375,000 per annum. The Board,
      in accordance with its customary review of executive management compensation,
      may from time to time review MOORE’s base salary and make adjustments the Board
      (or any committee of the Board delegated authority over employee compensation
      matters) feels are appropriate, but in any event MOORE’s base salary shall not
      be lower than the amounts referred to above.







**(b)**  **Other
      and Additional Compensation.**


****


(i)  **Annual
      Bonus.** During
      the Term, MOORE shall receive an annual cash bonus of up to $200,000, based
      upon
      the attainment of agreed upon personal and company performance goals and
      milestones for the preceding fiscal year, as determined by the Board (and any
      committee of the Board delegated authority over employee compensation matters)
      in its sole discretion **.** The
      Board
      (or any such committee) shall negotiate, in good faith, with MOORE the
      applicable targets for the applicable fiscal year during the period commencing
      thirty (30) days prior and completing thirty (30) days after the start of such
      fiscal year (with the first year target to be agreed within thirty (30) days
      of
      the date hereof). Payment of the annual bonus to MOORE will be made within
      ten
      (10) days following completion of the Corporation’s financial audit or relevant
      peer group comparison, as applicable, and determination by the Board of whether
      the targeted performance goals and milestones have been met or
      exceeded.





(ii)  **Stock
      Options.** Effective as of the date hereof (the “Award Date”), the Corporation has granted
      MOORE ten (10) year non-qualified options for the purchase of up to 200,000
      shares of the Corporation’s common stock, par value $0.01 per share (the “Common
      Stock”) under the Corporation’s 2006 Stock Incentive Plan (“Plan”) at an
      exercise price of $5.11 per share, which represents the closing stock price
      of
      the Corporation’s Common Stock on the trading date immediately prior to the
      Award Date (the “Stock Option Grant”). The terms of the Stock Option Grant,
      including the vesting schedule, shall be as set forth in a separate option
      agreement executed by and between the parties. Such option agreement shall
      provide, among other things, that the options shall vest pro rata on a quarterly
      basis (commencing 90 days from the date hereof) over a period of four years,
      subject to acceleration as provided herein. Any subsequent stock option grants
      will be determined annually by the Board (and any committee of the Board
      delegated authority over employee compensation matters). The Corporation hereby
      represents and warrants to MOORE that the shares of Common Stock issuable upon
      exercise of the options referred to herein are covered by an existing effective
      registration statement of the Corporation on Form S-8 (a “Form S-8”).
      Notwithstanding anything to the contrary contained in the foregoing, if at
      any
      time such shares of Common Stock issuable upon exercise of the options referred
      to herein are not covered by an existing effective Form S-8, (a) the Corporation
      agrees that if, at any time, and from time to time, it shall authorize the
      filing of a registration statement under the Securities Act of 1933, as amended
      (the “Securities Act”), in connection with the proposed offer of any of its
      securities by it or any of its stockholders, the Corporation shall: (1) promptly
      notify MOORE that such registration statement to cover all such shares of Common
      Stock issuable upon exercise of the options referred to herein will be included
      in such registration statement at MOORE’s request, (2) cause such registration
      statement to cover all such shares of Common Stock issuable upon exercises
      of
      the options referred to herein for which MOORE requests inclusion, (3) use
      best
      efforts to cause such registration statement to become effective as soon as
      practicable, and (4) take all other reasonable action necessary under any
      federal or state law or regulation of any governmental authority to permit
      all
      such shares of Common Stock issuable upon exercise of the options referred
      to
      herein to be sold or otherwise disposed of, and will maintain such compliance
      with each such federal and state law and regulation of any governmental
      authority for the period necessary for MOORE to promptly effect the proposed
      sale or other disposition; and (b) MOORE may make a written request that the
      Corporation effect a registration under the Securities Act covering such shares
      of Common Stock issuable upon exercise of the options referred to herein and
      the
      Corporation shall (1) use best efforts to cause such registration statement
      to
      become effective as soon as practicable, and (2) take all other reasonable
      action necessary under any federal or state law or regulation of any
      governmental authority to permit all such shares of Common Stock issuable upon
      exercise of the options referred to herein to be sold or otherwise disposed
      of,
      and will maintain such compliance with each such federal and state law and
      regulation of any governmental authority for the period necessary for MOORE
      to
      promptly effect the proposed sale or other disposition.





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**(c)**  **Additional
      Compensation** .
      The
      foregoing establishes the minimum compensation during the Term and shall not
      preclude the Board, in its discretion, from awarding MOORE a higher salary
      or
      any additional bonuses, stock options or stock awards based upon MOORE’s
      performance during a fiscal year and/or other criteria as the Board may deem
      appropriate.





**4** **.**  **Employee
      Benefits.**





**(a)**  **General.** During
      the Term, MOORE shall be entitled to the employee benefits generally made
      available to the Corporation’s executive officers, including four-weeks paid
      vacation and all U.S. national holidays, dental insurance benefits,
      participation in the Corporation’s 401(k) plan and other plans that may be made
      available from time to time to the Corporation’s executive officers and health
      insurance benefits.





**(b)**  **Disability
      Insurance.** The
      Corporation shall also obtain at its expense short-term and long-term disability
      insurance for the benefit of MOORE, provided that MOORE complete a physical
      examination to the Corporation’s satisfaction.





**(c)**  **Corporation
      Automobile.** MOORE
      shall have an automobile expense allowance of $1,000 per month, to be used
      for
      his leasing of an automobile in connection with his employment hereunder and
      the
      payment of insurance, maintenance and gasoline expenses, to be paid either
      directly by the Corporation or to be reimbursed to MOORE upon his presentation
      of reasonable documentation to the Corporation, in accordance with the
      Corporation’s controls and procedures and consistent with applicable
      law.





**(d)**  **Indemnification;
      Liability Insurance.** The
      Corporation hereby represents that its By-Laws currently provide for the
      indemnification of its officers, employees and directors, subject to the terms
      thereof, and MOORE acknowledges having received a copy of the By-Laws and having
      reviewed such section to his satisfaction. The Corporation agrees to obtain
      and
      maintain directors’ and officers’ liability insurance on terms and amounts
      customary for similarly situated public companies.




**5** **.**  **Expenses.** During
      the Term, the Corporation shall reimburse MOORE for actual out-of-pocket
      expenses incurred by him in the performance of his services for the Corporation
      upon the receipt of appropriate documentation of such expenses.





**6** **.**  **Termination.**





**(** **a** **)**  **General.** The Term
      shall end immediately upon MOORE’s death, or upon termination by the Corporation
      for Cause or Disability or by MOORE for Good Reason, each as defined in Section
      7. Upon termination of the Term due to MOORE’s death, all compensation due MOORE
      under this Agreement will cease. In all other cases, (i) the Corporation may
      terminate this Agreement upon sixty (60) days prior written notice, and (ii)
      MOORE may terminate this Agreement upon sixty (60) days written notice. The
      parties agree that the mere act of providing notice to the other party of
      termination shall not in any event be deemed to provide such other party the
      right to immediately terminate this Agreement. For all purposes of this
      Agreement, a termination of employment shall be considered to have occurred
      if
      and only if there has been a “termination of employment” as defined in Treasury
      Reg. §1.409A-1(h)(1)(ii).





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**(** **b** **)**  **Notice
      of Termination - Generally.** Any
      termination by the Corporation of MOORE’s employment hereunder shall be in
      writing and delivered to MOORE at the address set forth herein or at such
      address kept in the records of the Corporation and shall specify the reasons
      for
      such termination.





**(c)**  ****  **Termination
      by the Corporation for Cause; Termination by Moore without Good Reason.** Any
      written notice of termination of employment by the Corporation of MOORE for
      Cause shall, to the extent the Cause is curable, allow MOORE the opportunity
      to
      cure, but in any event no more than twenty (20) calendar days. Such notice
      of
      termination shall also state in reasonable detail the Board’s understanding of
      the facts leading to the determination of Cause. Upon the Corporation’s final
      termination of the Term and Moore’s employment for Cause and upon Moore’s final
      termination of the Term and his employment without Good Reason (pursuant to
      the
      notice provisions of Section 6(a) hereof), all compensation due to MOORE under
      this Agreement shall cease, except that MOORE shall receive the
      following:





(i)
      all
      accrued but unpaid base salary up to the date of termination (payable in
      accordance with the Corporation’s payroll practices);





(ii)
      reimbursement of all previously unreimbursed expenses pursuant to Section
      5;





(iii)
      all
      vested and unexercised options granted by the Corporation as of the date of
      termination shall be exercisable in accordance with the terms of the Plan and
      applicable stock option agreements ;
      provided that MOORE shall have only three (3) months to exercise such previously
      vested options; and





(iv)
      all
      options that as of the date of termination have not vested as of such date
      shall
      terminate.





**(d)**   **Termination
      by the Corporation upon a Change of Control or Termination by MOORE for Good
      Reason following a Change of Control.** In
      the
      event that within three (3) months prior to or one year following a “Change of
      Control”, as defined in Section 7(c), either (i) the Corporation terminates the
      employment of MOORE, other than for Cause (pursuant to the notice provisions
      of
      Section 6(a) hereof), or (ii) MOORE terminates the Term and his employment
      for
      Good Reason (pursuant to the notice provisions of Section 6(a) hereof), MOORE
      shall receive the following (except as otherwise provided in Section
      6(g)):




(i)  an
      amount
      equal to (A) twenty four (24) months of then-current base salary (which is
      in
      addition to the base salary paid to MOORE after the Corporation’s delivery of
      notice of termination pursuant to Section 6(a) and the actual date of
      termination) and (B) two (2) times his most recent annual bonus (but if
      termination of employment occurs prior to determination of his bonus for fiscal
      year 2008, such bonus amount shall equal two (2) times the target bonus of
      $200,000, or $400,000), such amount to be payable as provided in Section 8;
      and





(ii)  reimbursement
      of all previously unreimbursed expenses pursuant to Section 5;





(iii)  the
      full
      vesting of any and all stock options granted to MOORE by the Corporation prior
      to such termination, and extended exercisability thereof until their respective
      expiration dates; provided, however, that any stock option grant that
      constitutes an “Incentive Stock Option” that is not exercised within three (3)
      months of the date of termination shall cease to be treated as an Incentive
      Stock Option and shall be treated as a Non-Qualified Stock Option on the date
      that is three (3) months and one (1) day following such date of termination;
      and





4


(iv)  the
      continuation of all medical and dental benefits at the Corporation’s sole
      expense for a period of one year after termination.





For
      the
      avoidance of doubt, MOORE shall be entitled to the foregoing benefits once
      notice of termination is given by the Corporation or by MOORE pursuant to this
      Section 6(d) and his employment has terminated, regardless of his subsequent
      Death or Disability.




**(e)**  **Termination
      by the Corporation other than upon Change of Control, Death, Disability or
      Cause
      or termination by MOORE for Good Reason.** In
      the
      event that (i) the Corporation terminates the employment of MOORE (including
      a
      non-renewal of this Agreement at the end of the three year Term provided herein,
      but not including the non-renewal following any subsequent renewal of the Term)
      , other than upon a Change of Control, Death, Disability or Cause (pursuant
      to
      the notice provisions of Section 6(a) hereof), or (ii) MOORE terminates the
      Term
      and his employment for Good Reason (pursuant to the notice provisions of Section
      6(a) hereof), other than in connection with a Change of Control, MOORE shall
      receive the following (except as otherwise provided in Section
      6(g)):





(i)  an
      amount
      equal to (A) twelve (12) months of then-current base salary (which is in
      addition to the base salary paid to MOORE after the Corporation’s delivery of
      notice of termination pursuant to Section 6(a) and the actual date of
      termination) and (B) his most recent annual bonus (but if termination of
      employment occurs prior to determination of his bonus for fiscal year 2008,
      such
      bonus amount shall equal the target bonus of $200,000), such amount to be
      payable as provided in Section 8;





(ii)  reimbursement
      of all previously unreimbursed expenses pursuant to Section 5;





(iii)  accelerated
      vesting of all unvested options that otherwise would have vested within 24
      months of the date of termination, with such accelerated options and all other
      vested and unexercised options granted by the Corporation as of the date of
      termination to be exercisable for a period of one year from the date of
      termination of employment in accordance with the terms of the Plan and
      applicable stock option agreements; provided, however, that any stock option
      grant that constitutes an “Incentive Stock Option” that is not exercised within
      three (3) months of the date of termination shall cease to be treated as an
      Incentive Stock Option and shall be treated as a Non-Qualified Stock Option
      on
      the date that is three (3) months and one (1) day following such date of
      termination; and





(iv)  the
      continuation of all medical and dental benefits at the Corporation’s sole
      expense for a period of one year after termination.





For
      the
      avoidance of doubt, MOORE shall be entitled to the foregoing benefits once
      notice of termination is given by the Corporation or by MOORE pursuant to this
      Section 6(e) and his employment has terminated, regardless of his subsequent
      Death or Disability.





**(f)**  **Vesting
      of Stock Options in event of Change of Control.** Notwithstanding
      any other provisions of this Section 6, in the event of any Change of Control,
      all stock options granted to MOORE prior to such Change of Control shall vest
      and remain exercisable until their respective expiration dates; provided,
      however, that any stock option grant that constitutes an “Incentive Stock
      Option” that is not exercised within three (3) months of the date of termination
      shall cease to be treated as an Incentive Stock Option and shall be treated
      as a
      Non-Qualified Stock Option on the date that is three (3) months and one (1)
      day
      following such date of termination.





5


**(g)**  **Excess
      Parachute Payments.** If
      the
      amounts payable by the Corporation pursuant to Section 6(d) or Section 6(e)
      in
      connection with a termination of employment of MOORE would constitute to any
      extent an “excess parachute payment” as defined in Section 280G(b) of the
      Internal Revenue Code of 1986, as amended (the “Code”), then the amount payable
      by the Corporation to MOORE under those provisions of this Agreement shall
      be an
      amount equal to the lesser of: (A) the amounts payable pursuant to Section
      6(d)
      or Section 6(e), as applicable; or (B) the amounts described in clause (A)
      as
      reduced to the extent necessary to cause the aggregate of all amounts paid
      to
      MOORE in connection with (x) a change in ownership or effective control of
      the
      Corporation or (y) a change in the ownership of a substantial portion of the
      assets of the Corporation (if any of the foregoing constitutes an event
      described in clause (b)(2)(A)(i) of Code Section 280G) not to exceed two hundred
      ninety-nine percent (299%) of the “base amount” paid to MOORE as such term is
      defined in Section 280G(b)(3) (or any successor provision). The reduction
      described in clause (B) of the preceding sentence shall not be made, however,
      if
      the effect of the reduction would be to cause MOORE to retain, from the sum
      of
      all "parachute payments" as defined in Code Section 280G(b) payable to him
      or
      for his benefit, on an after-tax basis (that is, after payment of all applicable
      income taxes and of any tax imposed by Section 4999 of the Code by reason of
      the
      receipt of such payments) and taking into account such reduction, an aggregate
      amount that is less than what MOORE would retain, on an after-tax basis, if
      the
      reduction described in clause (B) of the preceding sentence were not
      made. **** For
      the
      avoidance of doubt, this Section 6(g) shall be applied by taking into account
      any “parachute payment” (as defined in Code Section 280G(b)) payable to MOORE in
      connection with the change in ownership or effective control of the Corporation
      or change in the ownership of a substantial portion of its assets, including,
      without limitation, any parachute payment attributable to stock options granted
      to MOORE by the Corporation.





**(h)**   **Release.** The
      obligation of the Corporation to make any payments or provide any benefits
      to
      MOORE under this Section 6 shall be subject to MOORE signing and not revoking
      a
      release of all claims in reasonable form provided to MOORE by the
      Corporation.





**7** **.**  **Definitions.**





**(** **a** **)**  **"Cause"
      Defined.** “Cause”
      means (i) the failure by MOORE to perform his duties hereunder after written
      notice thereof and time to cure; (ii) his failure to follow the written legal
      directions of the Board after written notice thereof; (iii) his conviction
      of,
      or pleading guilty or nolo contendere, to a felony or a crime involving moral
      turpitude, fraud or embezzlement; (iv) willful misconduct with regard to the
      Corporation (including violations of securities laws) having a material adverse
      impact on the Corporation; or (v) an uncured material breach by MOORE of this
      Agreement or material breach by MOORE of his fiduciary duties; in each case,
      unless cured within twenty (20) calendar days’ of MOORE’s receipt of written
      notice by the Board of its determination to terminate MOORE with Cause, to
      the
      extent curable.





**(b)**  **“Disability”
      Defined.** “Disability”
shall
      mean MOORE’s incapacity due to physical or mental illness, as
      determined by a qualified independent physician, that results in his being
      unable to substantially perform his duties hereunder for three consecutive
      months (or for three months out of any six-month period) (in either event,
      the
“Disability Period”). During the Disability Period, MOORE shall continue to
      receive his base salary hereunder, provided that if the Corporation provides
      MOORE with disability insurance coverage, payments of MOORE’s base salary shall
      be reduced by the amount of any disability insurance payments received by MOORE
      due to such coverage. Upon termination of employment, after the end of the
      Disability Period, all compensation due MOORE under this Agreement shall
      cease.





6


**(c)**  **“Change
      of Control” Defined.** “Change
      of Control” shall mean the occurrence of any one or more of the following
      events:





(i)  An
      acquisition (whether directly from the Corporation or otherwise) of any voting
      securities of the Corporation (the “Voting Securities”) by any “Person” (as the
      term person is used for purposes of Section 13(d) or 14(d) of the Securities
      and
      Exchange Act of 1934, as amended (the “1934 Act”)), immediately after which such
      Person has “Beneficial Ownership” (within the meaning of Rule 13d-3 promulgated
      under the 1934 Act) of more than fifty percent (50%) of the combined voting
      power of the Corporation’s then outstanding Voting Securities;





(ii)  A
      majority of the members of the Board of Directors of the Corporation is replaced
      during any 12-month period by directors whose appointment or election is not
      endorsed by a majority of the members of the Corporation’s Board of Directors
      before the date of the appointment or election ;
      or





(iii)  An
      acquisition by any Person, at any time during the 12-month period ending on
      the
      date of the most recent acquisition by such Person or Persons, of assets from
      the Corporation that have a total Gross Fair Market Value equal to or more
      than
      eighty percent (80%) of the total Gross Fair Market Value of all of the assets
      of the Corporation immediately before such acquisition; provided, however,
      that
      the Gross Fair Market Value of any assets of the Corporation acquired by a
      Person that is controlling, controlled by or under common control with the
      Corporation or any of its stockholders shall not be taken into account in
      determining whether a Change of Control has occurred.





**(d)**  **“Good
      Reason” Defined.** “Good
      Reason” shall mean the occurrence of any of the conditions described below,
      provided that such condition arises without the consent of MOORE:





(i)  a
      material diminution in MOORE’s authority, duties, or
      responsibilities;





(ii)  a
      material diminution in the authority, duties, or responsibilities of the
      supervisor or corporate body to whom Moore is required to report, including
      a
      requirement that Moore report to a corporate officer or employee instead of
      reporting directly to the board of directors of a corporation (or similar
      governing body with respect to an entity other than a corporation).





(iii)  a
      material diminution in Moore’s base compensation;





(iv)  any
      material breach by the Corporation of any provision of this Agreement ;
      or





(v)  a
      material change in the geographic location at which MOORE must perform his
      services.





Notwithstanding
      the above, a termination of employment shall not be considered to have occurred
      for “Good Reason” unless: MOORE provides notice of the condition within 90 days
      after the initial existence of the condition; the Corporation fails to cure
      such
      condition within 30 days after such notice; and the termination of employment
      occurs within two years following the initial existence of the
      condition.





****  **(e)**  **“Gross
      Fair Market Value” Defined.** “Gross
      Fair Market Value” shall mean the fair market value without regard to
      liabilities associated with the assets valued.




7


**8.**  **Payment
      Terms.** Payment
      of any amounts to which MOORE shall be entitled pursuant to the provisions
      of
      Section 6 shall be made in 12 equal installments commencing no later than thirty
      (30) days following the six month anniversary of the date of termination of
      employment. Payment of any amounts to which MOORE shall be entitled pursuant
      to
      the provisions of Section 11(c) shall be made in equal monthly installments
      commencing in the month after the completion of the Initial Non-Competition
      Term
      (as defined in Section 11(a)), through calendar year-end, and continuing for
      the
      months of January and February of the following calendar year. Any amounts
      payable pursuant to Sections 6 and 11 which are not made within the period
      specified in this Section 8 shall bear interest at a rate equal to the lesser
      of
      (i) the maximum interest rate allowable pursuant to applicable law or (ii)
      five
      points above the “prime rate” of interest as published from time-to-time in the
      Eastern Edition of the Wall Street Journal.





**9.**  **Post-Termination
      Benefits.** Upon
      termination of MOORE’s employment hereunder for any reason, in addition to any
      payments to which MOORE may be entitled upon termination of his employment
      pursuant to any provision of this Agreement, MOORE shall be entitled to any
      benefits under any pension, supplemental pension, savings, or other employee
      benefit plan (other than life or disability insurance and automobile allowance)
      in which MOORE was participating on the date of any such
      termination.





**10.**  **Confidentiality.**





**(** **a** **)**  **“Corporation
      Information” Defined.** “Corporation
      Information” means all information, knowledge or data of or
      pertaining to (i) the Corporation, its employees and all work undertaken on
      behalf of the Corporation, and (ii) any other person, firm, corporation or
      business organization with which the Corporation may do business during the
      Term, that is not in the public domain (and whether relating to methods,
      processes, techniques, discoveries, pricing, marketing or any other matters).





**(** **b** **)**  **Confidentiality.** MOORE
      hereby recognizes that the value of all trade secrets and other proprietary
      data
      and all other information of the Corporation not in the public domain disclosed
      by the Corporation in the course of his employment with the Corporation is
      attributable substantially to the fact that such confidential information is
      maintained by the Corporation in strict confidentiality and secrecy and would
      be
      unavailable to others without the expenditure of substantial time, effort or
      money. MOORE therefore, except as otherwise provided in this Section 10(b),
      covenants and agrees that all Corporation Information shall be kept secret
      and
      confidential at all times during and after the end of the Term and shall not
      be
      used or divulged by him outside the scope of his employment as contemplated
      by
      this Agreement, except as the Corporation may otherwise expressly authorize
      by
      action of the Board. In the event that MOORE is requested in a judicial,
      administrative or governmental proceeding to disclose any of the Corporation
      Information, MOORE will promptly so notify the Corporation so that the
      Corporation may seek a protective order or other appropriate remedy and/or
      waive
      compliance with this Agreement. If disclosure of any of the Corporation
      Information is required, MOORE may furnish the material so required to be
      furnished, but MOORE will furnish only that portion of the Corporation
      Information that legally is required. Notwithstanding anything to the contrary
      contained in the foregoing, MOORE shall not be prevented from disclosing
      Corporation Information that (i)
      was
      or becomes generally available to the public through no fault of MOORE; (ii)
      was
      available to MOORE on a non-confidential basis prior his employment with the
      Corporation; or (iii) was
      developed independent of the information derived from the Corporation
      Information.





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**11.**  **Non-Competition
      and Non-Solicitation Covenants.**




**(a)**  **Non-Competition.** The
      Corporation and MOORE acknowledge that: (i) the Corporation has a special
      interest in and derives significant benefit from the unique skills and
      experience of MOORE; (ii) MOORE will use and have access to proprietary and
      valuable Corporation Information (as defined in Section 10 hereof) during the
      course of his employment; and (iii) the agreements and covenants contained
      herein are essential to protect the business and goodwill of the Corporation
      or
      any of its subsidiaries, affiliates or licensees. Accordingly, except as
      hereinafter noted, MOORE covenants and agrees that during the Term, and for
      a
      period of one year following the termination of MOORE’s employment (two years if
      such termination was either by the Corporation or by MOORE in connection with
      a
      Change of Control pursuant to Section 6(d)) (in either event, the “Initial
      Non-Competition Term”), MOORE shall not provide any labor, work, services or
      assistance (whether as an officer, director, employee, partner, agent, owner,
      independent contractor, stockholder or otherwise) to a “Competing Business.” For
      purposes hereof, “Competing Business” shall mean any business engaged in the
      business engaged in by the Corporation during the Term. **** In
      consideration of all of the compensation provisions in this Agreement, MOORE
      agrees to the provisions of this Section 11 and also agrees that the
      non-competition obligations imposed herein are fair and reasonable under all
      the
      circumstances.




**(b)**  **Non-Solicitation
      of Employees** .
      MOORE
      covenants and agrees that during the Term, and for a period of one year
      following termination of employment hereunder for any reason whatsoever (two
      years if such termination was either by the Corporation or by MOORE in
      connection with a Change of Control pursuant to Section 6(d)), MOORE shall
      not
      directly or indirectly solicit any other employee of or consultant to the
      Corporation, or any of its subsidiaries or affiliates to terminate such
      employee’s employment or consultant’s relationship with the Corporation, or any
      of its subsidiaries or affiliates, as the case may be, or to become employed
      by
      or a consultant to a Competing Business.




**(c)**  **Extension
      of Covenants.** The
      Corporation, at its sole option, may elect to extend the non-solicitation and
      non-competition covenants of this Section 11 for one (1) additional year, by
      notice to MOORE within 30 days before the expiration of such covenants. If
      such
      election is made, the Corporation shall pay to MOORE in accordance with Section
      8 an amount equal to the base salary at the time of MOORE’s termination and the
      previous year’s annual bonus (but if MOORE’s termination occurs prior to
      determination of his bonus for fiscal year 2008, the bonus amount will be the
      target bonus of $200,000).





**(d)**  **Remedies** .
      MOORE
      acknowledges that any such breach of the provisions of Section 10 and this
      Section 11 is likely to result in immediate and irreparable harm to the
      Corporation for which money damages are likely to be inadequate. Accordingly,
      MOORE acknowledges that in the event of any such breach, the Corporation may
      obtain injunctive and other appropriate equitable relief in any forum where
      proper jurisdiction can be obtained upon the institution of proceedings therefor
      by the Corporation in order to protect its rights hereunder. Such relief in
      the
      event of such breach may include, without limitation, an injunction to prevent:
      (i) the breach or continuation of MOORE’s breach of Section 10 or Section 11
      hereof; (ii) MOORE from disclosing any trade secrets or Corporation Information;
      (iii) any Competing Business from receiving from MOORE or using any such trade
      secrets or Corporation Information; and/or (iv) any such Competing Business
      from
      retaining or seeking to retain any employees of the Corporation. The provisions
      of this Section 11(d) shall survive the termination of this Agreement and the
      Term.




**(e)**  **Early
      Termination of Restrictive Covenants.** Notwithstanding
      the foregoing, the restrictive covenants set forth in Sections 11(a) and (b)
      shall terminate if any payments required by Sections 6 and 11(c) hereof to
      be
      made by the Corporation to MOORE are not made within the periods specified
      in
      Section 8.





**12.**  **Successors
      and Assigns; Expenses.**





**(** **a** **)**  **The
      Employee.** This
      Agreement is a personal contract, and the rights and interests that the
      Agreement accords to MOORE may not be sold, transferred, assigned, pledged,
      encumbered, or hypothecated by him. All rights and benefits of MOORE shall
      be
      for the sole personal benefit of MOORE, and no other person shall acquire any
      right, title or interest under this Agreement by reason of any sale, assignment,
      transfer, claim or judgment or bankruptcy proceedings against MOORE. Except
      as
      so provided, this Agreement shall inure to the benefit of and be binding upon
      MOORE and his personal representatives, distributees and legatees.





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**(** **b** **)**  **The
      Corporation.** This
      Agreement shall be binding upon the Corporation and inure to the benefit of
      the
      Corporation and its successors and assigns.





**(c)**  **Expenses.** The
      Corporation shall either reimburse MOORE or pay directly to his counsel, Reitler
      Brown & Rosenblatt LLC, an amount of up to $9,000 for its costs related to
      the negotiation, preparation and review of this Agreement.





**13.**  **Entire
      Agreement.** This
      Agreement, together with the Stock Option Grant, represents the entire agreement
      between the parties concerning MOORE’s employment with the Corporation and
      supersedes all prior negotiations, discussions, understandings and agreements,
      whether written or oral, between MOORE and the Corporation relating to the
      subject matter of this Agreement.





**14.**  **Amendment
      or Modification; Waiver.** No
      provision of this Agreement may be amended or waived unless such amendment
      or
      waiver is agreed to in writing signed by MOORE and by a duly authorized officer
      of the Corporation. No waiver by any party to this Agreement of any breach
      by
      another party of any condition or provision of this Agreement to be performed
      by
      such other party shall be deemed a waiver of a similar or dissimilar condition
      or provision at the same time, any prior time or any subsequent
      time.





**15.**  **Notices.** Any
      notice to be given under this Agreement shall be in writing and delivered
      personally or sent by overnight courier or registered or certified mail, postage
      prepaid, return receipt requested, addressed to the party concerned at the
      address indicated below, or to such other address of which such party
      subsequently may give notice in writing:





If
                to MOORE:
            John
                A. Moore403
                Marsh LaneWilmington,
                DE 19804with
                a copy to:
            Reitler
                Brown & Rosenblatt LLC800
                Third AvenueNew
                York, NY 10022Attention:
                Scott H. Rosenblatt, Esq.If
                to the Corporation:
            Acorn
                Energy, Inc.4
                West RocklandMontchanin,
                Delaware 19710Attention:
                Chairman of the Compensation Committeewith
                a copy to:
            Eilenberg
                Krause & Paul LLP11
                East 44thStreetNew
                York, NY 10017Attention:
                Sheldon Krause , Esq.




Any
      notice delivered personally or by overnight courier shall be deemed given on
      the
      date delivered and any notice sent by registered or certified mail, postage
      prepaid, return receipt requested, shall be deemed given on the date
      mailed.





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**16.**  **Severability.** If any
      provision of this Agreement or the application of any such provision to any
      party or circumstances shall be determined by any court of competent
      jurisdiction to be invalid and unenforceable to any extent, the remainder of
      this Agreement or the application of such provision to such person or
      circumstances other than those to which it is so determined to be invalid and
      unenforceable shall not be affected, and each provision of this Agreement shall
      be validated and shall be enforced to the fullest extent permitted by law.
      If
      for any reason any provision of this Agreement containing restrictions is held
      to cover an area or to be for a length of time that is unreasonable or in any
      other way is construed to be too broad or to any extent invalid, such provision
      shall not be determined to be entirely null, void and of no effect; instead,
      it
      is the intention and desire of both the Corporation and MOORE that, to the
      extent that the provision is or would be valid or enforceable under applicable
      law, any court of competent jurisdiction shall construe and interpret or reform
      this Agreement to provide for a restriction having the maximum enforceable
      area,
      time period and such other constraints or conditions (although not greater
      than
      those contained currently contained in this Agreement) as shall be valid and
      enforceable under the applicable law.





**17.**  **Survivorship.** The
      respective rights and obligations of the parties hereunder shall survive any
      termination of this Agreement to the extent necessary to the intended
      preservation of such rights and obligations.





**18.**  **Headings.** All
      descriptive headings of sections and paragraphs in this Agreement are intended
      solely for convenience of reference, and no provision of this Agreement is
      to be
      construed by reference to the heading of any section or paragraph.





**19.**  **Withholding
      Taxes.** All
      salary, benefits, reimbursements and any other payments to MOORE under this
      Agreement shall be subject to all applicable payroll and withholding taxes
      and
      deductions required by any law, rule or regulation of and federal, state or
      local authority.





**20.**  **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 together constitute one and same
      instrument.





**21.**  **Applicable
      Law; Jurisdiction.** The laws
      of the State of Delaware shall govern the interpretation, validity and
      performance of the terms of this Agreement, without reference to rules relating
      to conflicts of law. Except as otherwise provided in Section 11(d), any suit,
      action or proceeding against MOORE with respect to this Agreement, or any
      judgment entered by any court in respect thereof, may be brought in any court
      of
      competent jurisdiction in the State of Delaware, as the Corporation may elect
      in
      its sole discretion, and MOORE hereby submits to the exclusive jurisdiction
      of
      such courts for the purpose of any such suit, action, proceeding or
      judgment.





**[THE
      BALANCE OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY]**




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




JOHN
                A. MOOREACORN
                ENERGY, INC.By:Name:
                Sheldon KrauseTitle:
                Secretary, General CounselBy:Name:
                Richard GiaccoTitle:
                Director, on behalf of the Board of
                Directors


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