COALOGIX,
                INC. AND SUBSIDIARIES
              CAPITAL
                APPRECIATION RIGHTS PLAN
              **Participation
                Agreement**











TO:
      William J. McMahon:




In
      accordance with the provisions of the CoaLogix, Inc. and Subsidiaries Capital
      Appreciation Rights Plan (the “ **Plan** ”) **,** you
      are
      hereby notified that, subject to your execution of this Participation Agreement,
      effective as of April 9, 2008 (the “ **Award
      Date** ”), **** you
      are a
      Participant in the Plan and have been awarded 40% of the Aggregate Award Pool,
      if any, as your CARs Award under the Plan.




The
      terms
      and conditions of your CARs Award are governed by the Plan and whether you
      earn
      a CARs Benefit under the Plan will be determined in accordance with all the
      terms and provisions of the Plan.




You
      acknowledge and agree that the Statement of Purpose included in the Plan is
      an
      important part of the Plan and that you have read, carefully considered and
      agree that the matters set forth in the Statement of Purpose are important
      to
      the continued successful growth of the Corporation and its Subsidiaries taken
      as
      a whole.




**The
      value of your CARs Award depends on many factors, including the future growth
      of
      the Corporation's business and the state of the capital markets at the time
      of a
      Change of Control. Accordingly, the Corporation is making no representation
      or
      warranty with respect to the future value of your CARs
      Award.**




You
      are
      encouraged to consult with your legal and tax advisor prior to accepting your
      CARs Award. As you are aware, the Corporation provides you with an annual bonus
      to pay professional fees in connection with your employment with the Corporation
      that facilitates your ability
      to consult with your advisors.




Your
      execution of this Participation Agreement constitutes your representation and
      agreement that you have carefully reviewed the Plan and that you accept the
      terms and conditions set forth therein.
      In particular, you agree that nothing contained in the Plan shall be construed
      to give you any
      rights to continued employment or continued performance of services for CoaLogix
      Inc. or any Subsidiary thereof.







The
      CARs
      Award evidenced hereby fulfills the Corporation’s obligation to you under the
      letter dated June 4, 2007, to John A. Moore, CEO of Acorn Factor,
      Inc. **** This
      Participation Agreement and the Plan constitute
      the entire agreement between you and the Corporation with respect to your long
      term incentive compensation and the Corporation shall have no other obligation
      to you with respect thereto. This Participation Agreement can be amended or
      modified only in writing and only if such amendment is validly executed
      by both parties. If you have any questions regarding your participation in
      the
      Plan, please contact the Plan Committee.




**IN
      WITNESS WHEREOF** ,
      the
      parties have duly executed and delivered this Participation Agreement under
      seal
      as of this ______ day of May, 2008.







**COMPANY:**
              
              **COALOGIX,
                INC.**ATTEST:
              By:
              Name:
              Title:
            By:
              Name:
              Title:**PARTICIPANT:**_______________________________(SEAL)Name:William
                J. McMahon