2009 EMPLOYEE STOCK INCENTIVE PLAN

1.

Purpose :  The purpose of this 2009 Employee Stock Incentive Plan is to provide an additional incentive to employees of Adama Technologies Corp., a company incorporated under the laws of the State of Delaware or any successor thereto (the " Company "), officers, Directors, Consultants and certain other service providers of the Company  and any Parent or Subsidiary of the Company (both as defined below) to further the growth, development and financial success of the Company by providing them with opportunities to purchase or receive Shares (as defined below) of the Company pursuant to this 2009 Employee Stock Incentive Plan and to promote the success of the Company's business.

2.

Definitions : For the purposes of this 2009 Employee Stock Incentive Plan, the following terms shall have the meaning ascribed thereto as set forth below:

a)

" Applicable Laws " means the requirements relating to the adoption and administration of stock option plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code (as defined below), any rules and regulation promulgated thereunder, any stock exchange or quotation system on which the Shares (as defined below) may be listed or quoted and the Applicable Laws of any other country or jurisdiction where Awards (as defined below) are, or will be, granted under the Plan (as defined below), including, but not limited to, the Israeli tax laws.

b)

" Additional Rights " means any distribution of rights, including an issuance of bonus shares and stock dividends (but excluding cash dividends), in connection with Section 102 Trustee Awards (as defined below).

c)

" Agreement " means a written or electronic agreement between the Company and the Participant evidencing the terms and conditions of an individual grant of Awards, as further specified in Section 8 below. The Agreement is subject to the terms and conditions of the Plan.

d)

" Awards " means Options or Shares granted under the terms of this Plan, whether as an Incentive Stock Option, a Non-Statutory Stock Option, Section 102 Trustee Award, Section 102 Non-Trustee Award, Section 3(i) Award or under other tax regimes, or Shares issued upon exercise of Options.

e)

" Board " means the Board of Directors of the Company.

f)

" Cause " means any of the following: (i) a serious breach of trust, including but not limited to, theft, embezzlement, self-dealing, and/or breach of fiduciary duties; (ii) the Participant (as defined below) has committed any flagrant criminal offense; (iii) a material breach by the Participant of any agreement between the Participant and the Company and/or any Parent or Subsidiary, which has not been remedied within thirty (30) days after the Participant has received a written demand for performance from the Committee (as defined below); or (iv) any other circumstance justifying termination or dismissal without severance payment according to Israeli law.

g)

"Change in Control ” means a change in ownership or control of the Company effected through any of the following transactions: (i) the acquisition, directly or indirectly, by any person or related group of persons (other than the Company or a person that, directly or indirectly, controls, is controlled by, or is under common control with the Company), of beneficial ownership of securities possessing more than fifty percent (50%) of the total combined voting power of the Company's outstanding securities pursuant to such transaction; (ii) a merger, consolidation, reorganization of the Company or a similar business combination, in which securities possessing more than fifty percent (50%) of the total combined voting power of the Company's outstanding securities are transferred to a person or persons different from the person or persons holding those securities, directly or indirectly, immediately prior to such transaction; or (iii) the sale, transfer or other disposition of all or substantially all of the Company’s assets (including, intellectual property rights which, in the aggregate, constitute substantially all of the Company’s material assets).

h)

" Committee " means a committee of Directors (as defined below) to which the Board has delegated power to act under or pursuant to the provisions of the Plan.  In the absence of any such delegation, the Committee will consist of the entire Board.

i)

" Code " means the US Internal Revenue Code of 1986, as amended.

j)

“ Companies Law ” means the Israeli Companies Law 5759-1999, as amended.

k)

“ Common Stock ” means the Common Stock of the Company.

l)

" Company " means Adama Technologies Corp., a company incorporated under the laws of the State of Delaware, or any successor thereto.

m)

“ Consultant ” means any person or entity that is engaged by the Company or any Parent or Subsidiary of the Company to render consulting or advisory services to such entity.

n)

" Controlling Shareholder " has the meaning ascribed to it in Section 32(9) of the Tax Ordinance.

o)

“ Director ” means a member of the Board of Directors of the Company or any member of the Board of Directors of the Parent or Subsidiary of the Company.

p)

" Disability " means a complete and permanent inability, due to illness or injury, to perform the duties of the Participant's engagement at such time when the disability commenced, as determined by the Committee based on medical evidence acceptable to it. (ii) with regard to Incentive Stock Options and Non-Statutory Stock Options (both as defined below), total and permanent disability, as defined in Section 22(e)(3) of the Code.

q)

" Employee " means any person, including officers and Directors, employed by the Company or any Parent or Subsidiary of the Company. Neither service as a Director nor payment of a  Director's fee by the Company shall be sufficient to constitute “employment” by the Company. A person employed by the Company or any Parent or Subsidiary of the Company shall not cease to be an Employee for the purposes of the Plan in the case of (i) any leave of absence approved by the Company, or (ii) transfer between locations of the Company, or (iii) transfer of employment between the Company and any Parent or Subsidiary or any successor thereto. With regard to Section 102 Trustee Options and Section 102 Non-Trustee Options (as defined below), “Employee” includes Directors and office holders (" Nosei Misra " as such term is defined in the Israeli Companies Law),  and excludes any person who is a Controlling Shareholder prior to and/or after the issuance of the Options

r)

" Exercise Price " means the price per Share determined by the Committee in accordance with Section 10 below, which is to be paid to the Company in order to exercise an Option and purchase the Share(s) covered thereby.

s)

" Expiration Date " of an Option means the earlier of: (i) the expiration of ten (10) years from the date such Option was granted; or (ii) the expiration date set forth in the Agreement.

t)

" Fair Market Value " means, as of any date, the value of a Share determined as follows:

i)

If the Shares are admitted to trading on any established stock exchange or a national market system, including without limitation the Nasdaq National Market or the Nasdaq SmallCap Market of the Nasdaq Stock Market, the Fair Market Value shall be the closing sale price of a Share on the principal exchange on which Shares are then trading (or as reported on any composite index which includes such principal exchange), on the trading day immediately preceding such date, or if Shares were not traded on such date, then on the next preceding date of which a trade occurred, as reported in The Wall Street Journal or such other source as the Committee deems reliable;

ii)

If the Shares are not traded on an exchange, but are admitted to quotation on the Nasdaq or other comparable quotation system, the Fair Market Value shall be the mean between closing representative bid and asked prices for the Shares on the trading day immediately preceding such date or, if no bid and ask prices were reported on such date, then on the last date preceding such date on which both bid and ask prices were reported, all as reported by Nasdaq or such other comparable quotation system; or

iii)

If the Shares are not publicly traded on an exchange and not quoted on Nasdaq or a comparable quotation system, the Fair Market Value shall be determined in good faith by the Committee.

iv)

Without derogating from the foregoing and solely for the purpose of determining the tax liability, in the case of Capital Gain Option Through a Trustee (as defined below), the Fair Market Value of a Share at grant shall be determined in accordance with the provisions of Section 102(b)(3) of the Tax Ordinance as further detailed in Section 16(b) below.

u)

“ Incentive Stock Option ” means an Award that is intended to qualify, and by its terms qualifies as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.

v)

" Lock-up Period " means the period during which the Section 102 Trustee Section 102 Trustee Awards granted to a Participant as well as any Additional Rights distributed in connection therewith are to be held by the Trustee (as defined below) on behalf of the Participant, in accordance with Section 102 (as defined below) and pursuant to the Section 102(b) Route Election the Company elects.

w)

"Non-Statutory Stock Option ” means an Award that by its terms does not qualify or is not intended to qualify as an Incentive Stock Option.

x)

" Notice of Exercise " has the meaning ascribed to it in Section 11 below.

y)

" Option(s) " means a right to purchase Shares granted under the terms specified in the Plan.

z)

" Participant(s) " means any holder of one or more Shares, Options, or the Shares issuable or issued upon exercise of such Options, under the Plan.

aa)

" Parent " means a "parent corporation", whether now or hereafter existing, as defined in Section 424(e) of the Code.

bb)

" Plan " means this 2009 Employee Stock Incentive Plan, as amended from time to time.

cc)

“ Proxy Holder ” means the Chairman of the Board, as shall be in office from time to time or any other person designated by the Board to act as proxy holder.

dd)

" Section 3(i) " means that certain Section 3(i) of the Tax Ordinance, and any regulations, rules, orders or procedures promulgated thereunder, all as amended.

ee)

" Section 3(i) Award " means an Option or Share granted pursuant to Section 3(i).

ff)

" Section 102 " means that certain Section 102 of the Tax Ordinance, and any regulations, rules, orders or procedures promulgated thereunder, including the Income Tax Rules (Tax Relief for Issuance of Shares to Employees), 2003, all as amended.

gg)

“ Section 102 Trustee Award " means an Option or Share granted under the Plan and that by its terms qualifies and is intended to qualify under the provisions of Section 102(b) of the Tax Ordinance (including the Section 102(b) Route Election (as defined below)) , as either:

i)

“ Ordinary Income Award Through a Trustee ” for the special tax treatment under Section 102(b)(1) and the “Ordinary Income Route”, or

ii)

“ Capital Gain Award Through a Trustee ” for the special tax treatment under Section 102(b)(2) and the “Capital Route”.

hh)

“Section 102(b) Route Election” means the right of the Company to choose either the “Capital Route” (as set under Section 102(b)(2)), or the “Ordinary Income Route” (as set under Section 102(b)(1)), but subject to the provisions of Section 102(g) of the Tax Ordinance, as further specified in Section 6 below.

ii)

“ Section 102 Non-Trustee Award ” means an Option or Share granted under the Plan and that by its terms does not qualify or is not intended to qualify as a Section 102 Trustee Award and is granted not through a trustee under the terms of Section 102(c) of the Tax Ordinance.

jj)

" Service Provider " means an Employee, officer, Director or Consultant.

kk)

“ Share(s) ” means Common Stock, par value US0.001 of the Company or any other type of authorized and registered stock of the Company, as shall be authorized by the Board for distribution under the Plan, all as adjusted in accordance with Section 13 of the Plan.

ll)

“ Subsidiary ” means a "subsidiary corporation", whether now or hereafter existing, as defined in Section 424(f) of the Code.

mm)

“ Tax Ordinance ” means the Israeli Income Tax Ordinance (New Version), 1961, as amended.

nn)

“Ten Percent Shareholder ” means a person who owns (or is deemed to own pursuant to Section 424(d) of the Code) shares representing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary of the Company.

oo)

" Trust Agreement " means a written agreement between the Company and the Trustee, which sets forth the terms and conditions of the trust and is in accordance with the provisions of Section 102.

pp)

" Trustee " means a person or an entity, appointed by the Company and approved in accordance with the provisions of Section 102, to hold in trust on behalf of the Participants the granted Awards, as well as any Additional Rights granted in connection therewith, in accordance with the provisions of Section 102.

3.

Interpretation : Unless the context otherwise indicates, words expressed in the singular shall include the plural and vice versa and the use of the neuter, masculine, or feminine gender is for convenience only and shall be deemed to mean and include the neuter, masculine or feminine gender, as appropriate.

4.

Administration of the Plan :

a)

The Committee shall have the power to administer the Plan. Notwithstanding the above, the Board shall automatically have a residual authority if no Committee shall be constituted or if such Committee shall cease to operate for any reason whatsoever.

b)

Subject to the terms and conditions of this Plan, and subject to the approval of any relevant authorities and to Applicable Laws, the Committee shall have full power and authority, at all times, to: (i) select the Service Providers to whom Awards may from time to time be granted hereunder, and to grant the Awards to the said Service Providers; (ii) determine the terms and provisions of the Agreements (which need not be identical) including, but not limited to, the type of the Awards to be granted, the number of Awards  to be granted, the Exercise Price, the time or times when and the extent to which an Award shall be vested and may be exercised and the nature and duration of restrictions as to the eligibility or transferability of an Award; (iii) accelerate the right of a Participant to exercise, in whole or in part, any Option, or extend such right; (iv) approve forms of Agreement for use under the Plan; (v) make a Section 102(b) Route Election (subject to the limitations set under Section 102(g)); (vi) interpret and construe the provisions of the Plan and the Agreements; (vii) determine the Fair Market Value of the Shares; (viii) adopt sub-plans, Plan addenda and appendices to the Plan as the Committee deems desirable, to accommodate foreign laws, regulations and practice. The provisions of such sub-plans, Plan addenda and appendices to the Plan may take precedence over other provisions of the Plan, with the exception of Section 5, but unless otherwise superseded by the terms of such sub-plans, Plan addenda and appendices to the Plan, the provisions of the Plan shall govern their operation; (ix) exercise such powers and perform such acts as are deemed necessary or expedient to promote the best interests of the Company with respect to the Plan, including but not limited to prescribe, amend and rescind any rules and regulations relating to the Plan (including rules and regulations relating to sub-plans, Plan addenda and appendices to the Plan established for the purpose of satisfying applicable foreign laws); and (x) take all other action and determine any other matter which is necessary or desirable for, or incidental to, the administration of the Plan.

c)

The interpretation and construction by the Committee of any provision of the Plan (including sub-plans, Plan addenda and appendices to the Plan), the Agreement or of any Award thereunder shall be final and conclusive, unless otherwise determined by the Board. No member of the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any Agreement

5.

Reserved Shares :

a)

The aggregate number of Shares that may be issued under the Plan shall not exceed 25,000,000 (twenty five million) Shares, subject to adjustments as provided in Section 13 of the Plan.  The Shares subject to the Plan may be either authorized but unissued Shares or reacquired Shares, subject to Applicable Laws.

b)

Any Shares under the Plan, in respect of which the right hereunder of a Participant to purchase or receive the same shall for any reason terminate, become cancelled, expire or otherwise cease to exist, shall again be available for grant through Awards under the Plan (unless the Plan has terminated). No fraction of Shares may be issued under the Plan.

c)

The Board may, at any time during the term of the Plan, increase the number of Shares available for grant under the Plan or amend the type of Shares available for grant under the Plan.  The approval of the Company’s shareholders of such increase or amendment shall be obtained if so required under Applicable Laws and/or the Company’s incorporation documents and/or any Shareholders Rights Agreement, as shall be in effect from time to time.

6.

Section 102(b) Route Election : No Section 102 Trustee Awards may be granted under this Plan to any Participant, unless and until, the Company's election of the type of Section 102 Trustee Awards either as “Ordinary Income Award Through a Trustee” or as “Capital Gain Award Through a Trustee” is appropriately filed with the Israeli Income Tax Authorities. Such Section 102(b) Route Election shall become effective beginning the first date of grant of a Section 102 Trustee Award under this Plan and shall remain in effect until the end of the year following the year during which the Company first granted Section 102 Trustee Awards. The Section 102(b) Route Election shall obligate the Company to grant only the type of Section 102 Trustee Award it has elected, and shall apply to all Participants who were granted Section 102 Trustee Awards during the period indicated herein, all in accordance with the provisions of Section 102(g) of the Tax Ordinance. For avoidance of doubt, it is clarified that the Company does not obligate itself to file a Section 102(b) Route Election, and in any case, such Section 102(b) Route Election shall be at the sole discretion of the Company. It is further clarified that such Section 102(b) Route Election shall not prevent the Company from granting Section 102 Non-Trustee Awards simultaneously.

7.

Eligible Participants :

a)

Subject to the terms and conditions of the Plan and any restriction imposed by Applicable Laws, Awards may be granted to Service Providers, as selected by the Committee in its sole discretion, provided however , that, (i) Section 102 Trustee Awards and Section 102 Non-Trustee Awards may be granted only to Employees of the Company and any Parent or Subsidiary thereof, and provided further that, such Parent or Subsidiary corporation is an "employing company" within the meaning of Section 102(a) of the Tax Ordinance; and (ii) Section 3(i) Awards may be granted only to (a) Consultants; and/or (b) employees, Directors and/or officers of the Company or any Parent or Subsidiary who are Controlling Shareholders prior to and/or after the issuance of the Awards.

b)

Eligibility to participate in the Plan does not confer any right to be granted Awards under the Plan. Participation in the Plan is voluntary. The grant of an Award to a Service Provider hereunder, shall neither entitle such Service Provider to participate, nor disqualify him from participating, in any other grant of Awards pursuant to this Plan or any other share incentive or stock option plan of the Company or any Parent or Subsidiary of the Company.

8.

Issuance of Awards :

a)

Awards may be granted at any time, after the Plan shall become effective as specified in Section 17 hereof, subject to obtaining all the necessary approvals (if any) from any regulatory body or governmental agency having jurisdiction over the Company and/or any Parent or Subsidiary and/or any Participant. In the case of Section 102 Trustee Awards, Awards may be granted after the passage of thirty (30) days (or a shorter period as and if approved by the tax authorities) following the delivery by the Company to the appropriate Israeli Income Tax Authorities of a request for a