EXHIBIT
      10.1

    
      
        


        AMENDMENT
          NO. 1

        TO

        ICEWEB,
          INC.

        2000
          MANAGEMENT AND DIRECTOR EQUITY

        INCENTIVE
          AND COMPENSATION PLAN

      


    


    WHEREAS,
      On
      August 21, 2000, AuctionAnything.com, Inc. (the “Company”), the former name of
      IceWeb, Inc., adopted the 2000 Management and Director Equity Incentive and
      Compensation Plan (the “Plan”) covering 1,000,000 shares of Common Stock, as
      adjusted;

    


    WHEREAS,
      the
      Plan originally covered the issuance of 10,000,000 shares of Common Stock,
      which
      was reduced to 1,000,000 shares based on a reverse stock split undertaken by
      the
      Company; and

    


    WHEREAS,
      the
      Company desires to amend the Plan to increase the authorized number of shares
      of
      Common Stock included within the Plan;

    


    NOW,
      THEREFORE,
      the
      Company hereby amends the Plan as follows:

    


    1. Section
      4
      of the Plan entitled “Shares Subject to Plan” is hereby amended so that the
      maximum aggregate number of shares which may be issued under the Plan shall
      be
      10,000,000 shares.

    


    2. Section
      13 of the Plan relating to changes in capital structure is hereby amended by
      providing at the end of paragraph 1 thereof as follows:

    


    "The
      Board of Directors in its sole discretion may choose to retain the number of
      shares of Common Stock covered by the Plan in the event of a reverse stock
      split."

    


    3. Except
      as
      modified herein, the terms and conditions of the Plan shall remain in full
      force
      and effect.

    


    Executed
      this 21st day of March, 2003.

    
      	 	 	 
	 	
              ICEWEB,
                INC.

            
	 
 	 
 	 
 
	
            	By:
              	
              /s/
                John R. Signorello

            
	 	
              

              John
                R. Signorello, CEO

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    AMENDMENT
      NO. 2

    TO

    ICEWEB,
      INC.

    2000
      MANAGEMENT AND DIRECTOR EQUITY

    INCENTIVE
      AND COMPENSATION PLAN

     

    WHEREAS,
      On
      August 21, 2000, AuctionAnything.com, Inc. (the “Company”), the former name of
      IceWeb, Inc., adopted the 2000 Management and Director Equity Incentive and
      Compensation Plan (the “Plan”) covering 1,000,000 shares of Common Stock, as
      adjusted;

    


    WHEREAS,
      the
      Plan was amended on March 21, 2003 to increase the number of shares covered
      by
      the Plan to 10,000,000 shares of Common Stock; and

    


    WHEREAS,
      the
      Company desires to amend the Plan to further decrease the authorized number
      of
      shares of Common Stock included within the Plan;

    


    NOW,
      THEREFORE,
      the
      Company hereby amends the Plan as follows:

    


    1. Section
      4
      of the Plan entitled “Shares Subject to Plan” is hereby amended so that the
      maximum aggregate number of shares which may be issued under the Plan shall
      be
      2,500,000 shares of Common Stock.

    


    2. Except
      as
      modified herein, the terms and conditions of the Plan shall remain in full
      force
      and effect.

    


    Executed
      this 5th day of May, 2006.

    
      	
            	 	 
	 	
              ICEWEB,
                INC.

            
	 
 	 
 	 
 
	
            	By:
              	
              /s/
                John R. Signorello

            
	 	
              

              John
                R. Signorello, CEO

            


       

    

    Notary:
      

    
      	 	 	 	 
	
              Subscribed
                and sworn before me this 5th day of May Month and Year
                2006

            
	 	 	 	 
	 	 	 	 
	
              /s/
                My Le Phuong

            	 	 	
            
	
              

              Notary
                Public 

            	 	 	
            
	 	 	 	 
	
              My
                Commission Expires May 31, 2009

            	 	 	
            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    AMENDMENT
      NO. 3

    TO

    ICEWEB,
      INC.

    2000
      MANAGEMENT AND DIRECTOR EQUITY

    INCENTIVE
      AND COMPENSATION PLAN

    


    WHEREAS,
      On
      August 21, 2000, AuctionAnything.com, Inc. (the “Company”), the former name of
      IceWeb, Inc., adopted the 2000 Management and Director Equity Incentive and
      Compensation Plan (the “Plan”) covering 1,000,000 shares of Common Stock, as
      adjusted;

    


    WHEREAS,
      the
      Plan was amended on March 21, 2003 to increase the number of shares covered
      by
      the Plan to 10,000,000 shares of Common Stock; and

    


    WHEREAS,
      the
      Plan was amended on May 5, 2006 to decrease the number of shares covered by
      the
      Plan to 2,500,000 shares of Common Stock; and

    


    WHEREAS,
      the
      Company desires to amend the Plan to further increase the authorized number
      of
      shares of Common Stock included within the Plan;

    


    NOW,
      THEREFORE,
      the
      Company hereby amends the Plan as follows:

    


    1. Section
      4
      of the Plan entitled “Shares Subject to Plan” is hereby amended so that the
      maximum aggregate number of shares which may be issued under the Plan shall
      be
      10,000,000 shares of Common Stock.

    


    2. Except
      as
      modified herein, the terms and conditions of the Plan shall remain in full
      force
      and effect.

    


    Executed
      this 30th day of April, 2007.

    
      	
            	 	 
	 	
              ICEWEB,
                INC.

            
	 
 	 
 	 
 
	
            	By:
              	
              /s/
                John R. Signorello

            
	 	
              

              John
                R. Signorello, CEO

            


       

    

    Notary:
      

    
      	
            	 	 	 
	
              Subscribed
                and sworn before me this 5th day of May Month and Year
                2006

            
	 	 	 	 
	 	 	 	 
	
              /s/
                My Le Phuong

            	 	 	
            
	
              

              Notary
                Public 

            	 	 	
            
	 	 	 	 
	
              My
                Commission Expires
                
                May
                  31, 2009