EXHIBIT   4.3

    


    MANHATTAN
BRIDGE CAPITAL, INC.

     

    INCENTIVE STOCK OPTION
AGREEMENT

    


    As
of ________________

     

    Manhattan Bridge Capital,
Inc., a New York corporation (the “Company”), pursuant to Section 6
of  the Company’s 2009 Stock Option Plan (the “Plan”), hereby grants
to _____________ (the “Optionee”) an incentive stock option to purchase a total
of ________ shares of the Company’s Common Stock, par value $ ___________ per
share (“Common Stock”), at the fair market value of the Common Stock on the date
of grant of this option granted on _______________ and per the terms and
conditions set forth herein and in the Plan. This option is intended to be an
incentive stock option as defined in Section 422 of the Internal Revenue Code of
1986, as amended (the “Code”).

    
 

    
      	
               
      

            	
              1.

            	
              Duration.

            


    

     

    (a)           This
option was granted as of the date first above written.

    (b)           This
option shall expire five (5) years from the date hereof (the “Termination
Date”).

    


    
      	
               
      

            	
              2.

            	
              Price.

            


    

     

    The per
share exercise price of this option is ____,
being not less than the fair market value on the date hereof
_____).

    


    
      	
               
      

            	
              3.

            	
              Qualification as
      Incentive Stock Option.

            


    

     

    Those
options that do not meet the criteria of incentive stock options, as defined in
Section 422 of the Code, are non-qualified stock options, subject to Section 83
of the Code.

    


    
      	
               
      

            	
              4.

            	
              Written Notice of
      Exercise.

            


    

     

    This
option, to the extent it is exercisable as provided in Section 10 herein, may be
exercised only by delivering to the Secretary of the Company, at its principal
office within the time specified in Paragraph 1 hereof or such shorter time as
is otherwise provided for herein, a written notice of exercise substantially in
the form describe in Section 10.

    


    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    


    
      	
               
      

            	
              5.

            	
              Anti-Dilution
      Provisions.

            


    

     

    (a)           If
there is any stock dividend or recapitalization resulting in a stock split, or
combination or exchange of shares of Common Stock of the Company, the number of
shares of Common Stock then subject to this option shall be proportionately and
appropriately adjusted; no change shall be made in the aggregate purchase price
to be paid for all shares subject to this option, but the aggregate purchase
price shall be allocated among all shares subject to this option after giving
effect to the adjustment; provided, that any fractional shares resulting from
any such adjustment shall be eliminated.

    


    (b)           If
there is any other change in the Common Stock of the Company, including
recapitalization, reorganization, sale or exchange of assets, exchange of
shares, offering of subscription rights, or a merger or consolidation in which
the Company is the surviving corporation, an adjustment, if any, shall be made
in the shares then subject to this option as the Company’s Board of Directors
the (“Board”) or the Compensation Committee of the Board (the “Committee”) may
deem equitable.  Failure of the Board or the Committee to provide for
an adjustment pursuant to this subparagraph prior to the effective date of any
Company action referred to herein shall be conclusive evidence that no
adjustment is required in consequence of such action.

    


    (c)           If
the Company is merged into or consolidated with any other corporation, or if it
sells all or substantially all of its assets to any other corporation, then
either (i) the Company shall cause provisions to be made for the continuance of
this option after such event, or for the substitution for this option of an
option covering the number and class of securities and/or cash or other property
which the Optionee would have been entitled to receive in such merger or
consolidation by virtue of such sale if the Optionee had been the holder of
record of a number of shares of Common Stock of the Company equal to the number
of shares covered by the unexercised  portion of this option;
provided, only that the excess of the aggregate fair market value of the shares
subject to the options immediately after such substitution over the purchase
price thereof is not more than the excess of the aggregate fair market value of
the shares subject to such options immediately before such substitution over the
purchase price thereof, or (ii) the Company shall give the Optionee written
notice of its election not to cause such provision to be made and this option
shall become exercisable  in full (or, at the election of the
Optionee, in part) at any time during a period of ten (10) days, to be
designated by the Company, ending not more than ten (10) days prior to the
effective date of the merger, consolidation or sale, in which case this option
shall not be exercisable to any extent after the expiration of such ten (10) day
period. In no event, however, shall this option be exercisable after the
Termination Date.

    


    


    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              6.

            	
              Investment
      Representation and Legend of
  Certificates.

            


    

     

    The
Optionee agrees that until such time as a registration statement under the
Securities Act of 1933, as amended, becomes effective with respect to the option
and/or the stock, the Optionee is taking this option and will take the stock
underlying this option, for investment and not for resale or distribution. The
Company shall have the right to place upon the face of any stock certificate or
certificates evidencing shares issuable upon the exercise of this option such
legend as the Board on the Committee may prescribe for the purpose of preventing
disposition of such shares in violation of the Securities Act of 1933, as
amended.

    


    
      	
               
      

            	
              7.

            	
              Non-Transferability.

            


    

     

    This
option shall not be transferable by the Optionee other than by will or by the
laws of descent and distribution, and is exercisable during the lifetime of the
Optionee only by the Optionee.

    


    
      	
               
      

            	
              8.

            	
              Certain Rights Not
      Conferred by Option.

            


    

     

    The
Optionee shall not, by virtue of holding this option, be entitled to any rights
of a stockholder in the Company.

    


    
      	
               
      

            	
              9.

            	
              Expenses.

            


    

     

    The
Company shall pay all original issue and transfer taxes with respect to the
issuance and transfer of shares of Common Stock of the Company pursuant hereto
and all other fees and expenses necessarily incurred by the Company in
connection therewith.

    


    
      	
               
      

            	
              10.

            	
              Exercise of
      Options

            


    

     

    (a)           This
option shall become exercisable in accordance with its terms, in
________________________ shares per installment.

    


    (b)           This
option shall be exercisable by written notice of such exercise, in the form
prescribed by the Board or the Committee, to the Secretary of the Company, at
its principal office. The notice shall specify the number of shares for which
the option is being exercised (which number, if less than all of the shares then
subject to exercise, shall be 100 or a multiple thereof) and shall be
accompanied by payment (i) in cash or by check of the amount of the full
purchase price of such shares or (ii) in such other manner as the Board or the
Committee shall deem acceptable.

    


    


    


    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    


    


    (c)           No
shares shall be delivered upon exercise of any option until all laws, rules and
regulations which the Board or the Committee may deem applicable have been
complied with. If a registration statement under the Securities Act of 1933, as
amended, is not then in effect with respect to the shares issuable upon such
exercise, the Company may require as a condition precedent that the person
exercising the option give the Company a written representation and undertaking,
satisfactory in form and substance to the Board or the Committee, that such
person is acquiring the shares for their own account for investment and not with
a view to the distribution thereof.

    


    (d)           The
person exercising an option shall not be considered a record holder of the stock
so purchased for any purpose until the date on which such person is actually
recorded as the holder of such stock in the records of the Company.

    


    (e)           This
option shall be exercisable only so long as the Optionee shall continue to be an
employee of the Company and within the three month period after the date of
termination of his employment to the extent it was exercisable on the day prior
to the date of termination. Notwithstanding the foregoing, in no event shall
this option be exercisable after the Termination Date.

    


    (f)           Notwithstanding
the provisions of Section 10 (e) above, in the event the Optionee is unable to
continue his employment with the Company as a result of his total and permanent
disability (as defined in Section 105(d)(4) of the Internal Revenue Code of
1986, as amended), he may, but only within twelve (12) months from the date of
disability, exercise this option to the extent he was entitled to exercise it at
the date of such disability. Notwithstanding the foregoing, in no event shall
this option be exercisable after the Termination Date.

    


    (g)           Notwithstanding
the provisions of Section 10(e) above, in the event of death of the
Optionee:

    
      	
               
      

            	
              (i)

            	
              during
      the term of this option who is at the time of his death an employee of the
      Company and who shall have been in Continuous Status (as defined in the
      Plan) as an employee since the date of grant of this option, this option
      may be exercised, at any time within twelve (12) months following the date
      of death, by the Optionee’s estate or by a person who acquired the right
      to exercise this option by request or inheritance, but only to the extent
      of the right that would have accrued had the Optionee continued living one
      (1) month after the date of death;
or

            


    

    
      	
               
      

            	
              (ii)

            	
              within
      three (3) months after the termination of Continuous Status as an
      employee, this option may be exercised, at any time within three (3)
      months following the date of death, by the Optionee’s estate or by a
      person who acquired the right to exercise the option by bequest or
      inheritance, but only to the extent of the right to exercise that had
      accrued at the date of termination.

            


    

    
      	
               
      

            	
              (iii)

            	
              Notwithstanding
      the provisions of this Section (g), in no event shall this option be
      exercisable after the termination
Date.

            


    

    


     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    
 

    
      	
               
      

            	
              11.

            	
              Continued
      Employment.

            


    

     

    Nothing
herein shall be deemed to create any employment agreement or guaranty of
continued employment or limit in any way the Company’s right to terminate
Optionee’s employment at any time.

    


    


    
      	 
      	
              Manhattan
      Bridge Capital, Inc.

            	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	
                
      

            	 
	 
      	
              Name:
      Assaf Ran

            	 
	 
      	
              Title:
      President and CEO

            	 


    

    


    


    


    


    


    Accepted
as of the date

    First
set forth above:

    


    


    


    
      
        

      



    


    


    
 

     

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    
      Date:  __________

      


      


      STOCK OPTION GRANT
AGREEMENT

      


      ________________

      Stock
Optionee

      


      MANHATTAN
BRIDGE CAPITAL, INC.

      


      Manhattan Bridge Capital,
Inc., a New York corporation (the “Company”), pursuant to its 2009 Stock
Option Plan (the “Plan”) has this day granted to you, the optionee named above,
an option to purchase _______ common shares, _____ par value per share (the
“Common Shares”) of the Company pursuant to the terms set forth herein and in
the Plan. This option shall vest and shall be exercisable immediately. This
option may not be exercised to purchase the Common Shares covered hereby after
________. This option is not intended to qualify and will not be treated as an
“incentive stock option” within the meaning of Section 422 of the Internal
Revenue Code of 1986 as amended (“the Code”).

      


      The provisions of your option are as
follows:

      


      
        	I. 	
                (1) 

              	
                The
      per share exercise price of this option is____
      being not less than the fair market value of the Common Stock on the date
      of grant of this option.

              


      

      


      
        	
                 
      

              	
                (2)

              	
                Payment
      of the exercise price per share is due in full by certified check or bank
      cashier’s check payable to the Company upon exercise of all or any part of
      the option, which is being exercised by you. However, if at the time of
      exercise, the Common Shares are publicly traded, payment of the exercise
      price may be made by delivery of already-owned Common Shares of a value
      equal to the exercise price of the Common Shares for which this option is
      being exercised. The already-owned shares must have been owned by you for
      the period required to avoid a charge to the Company’s reported earnings
      (currently six (6) months but subject to change) and owned free and clear
      of all liens, claims, encumbrances or security interests. Payment may also
      be made by a combination of cash and already-owned Common
      Stock.

              


      

      


      
        	
                II. 

              	
                The
      minimum number of shares with respect to which this option may be
      exercised at any one time is fifty (50),
except:

              


      

      


      
        	
                 
      

              	
                (1)

              	
                if
      the number of shares vested is less than fifty (50), in which case, the
      number such vested shares shall be the minimum number of shares;
      and

              


      

      
        	
                 
      

              	
                (2)

              	
                with
      respect to the final exercise of this option, this paragraph II shall not
      apply.

              


      

       

      
 

      
        
           

        

        
          6

          
            

          

        

        
           

        

      

      


      
        	
                III.

              	
                Notwithstanding
      anything to the contrary contained herein, this option may not be
      exercised            unless
      the shares issuable upon exercise of this option are then registered under
      the Securities Act of 1933, as amended (the “Act”), or, if such shares are
      not then so registered, the company has determined that such exercise and
      issuance would be exempt from the registration requirements of the
      Act.

              


      

      


      
        	
                IV.

              	
                The
      term of this option commences on the date hereof and, unless sooner
      terminated as set forth below or in the Plan, terminates on the expiration
      date set forth above. This option shall terminate prior to the expiration
      of this term as follows: ninety (90) days after the termination of your
      directorship with the Company or an Affiliate of the Company (as defined
      in the Plan) for any reason or for no reason
  unless:

              


      

      


      
        	
                 
      

              	
                (1)

              	
                such
      termination of directorship is due to your permanent and total disability
      (within the meaning of Section 422(c)(6) of the Code), in which case the
      option shall terminate on the earlier of the termination date set forth
      herein or twelve (12) months after your death;
  or

              


      

      
        	
                 
      

              	
                (2)

              	
                such
      termination of directorship is due to your death, in which case the option
      shall terminate on the earlier of the termination date set forth herein or
      twelve (12) months after your death;
or

              


      

      
        	
                 
      

              	
                (3)

              	
                during
      any part of such ninety (90) day period, the option is not exercisable
      solely because of the condition set forth in paragraph IV above, in which
      event the option shall not terminate until the earlier of the termination
      date set forth herein or until it shall have been exercisable for an
      aggregate period of three (3) months after the termination of
      directorship; or

              


      

      
        	
                 
      

              	
                (4)

              	
                exercise
      of the option within (90) days after termination of your directorship with
      the Company or with an Affiliate would result in liability under Section
      16(b) of the Securities Exchange Act of 1934, in which case the option
      will terminate on the earlier of : (i) the tenth (10th)
      day after the last date upon which exercise would result in such
      liability; or (ii) six (6) months and ten (10) days after the termination
      of your directorship with the Company or an
  Affiliate.

              


      

      


      However,
in any and all circumstances and except as to the extent the vesting schedule
has been accelerated by the Company in its sole discretion during the term of
this option or as a result of your permanent and total disability or death as
provided in paragraphs V(1) or V(2) above, respectively, this option may be
exercisable on the date of termination of directorship only as to that number of
shares as to which it was exercisable on the date of termination of directorship
under the provisions of paragraph I of this Option. For purposes of this option,
“termination of your directorship” shall mean the last date you are either an
employee of the Company or an Affiliate or engaged as a consultant or director
to the Company or an Affiliate.

      


      
        	
                V.

              	
                To
      the extent specified above, this option may be exercised by delivering a
      Notice of Exercise of Stock Option form, together with the exercise price
      to the Secretary of the Company or to such other person as the Company may
      designate, during regular business hours, together with such additional
      documents as the Company may then require pursuant to the
      Plan.

              


      

       

       

      
        
           

        

        
          7

          
            

          

        

        
           

        

      

      
 

      
        	
                VI.

              	
                This
      option is not transferable, except by will or the laws of descent and
      distribution, and is exercisable during your life only by
    you.

              


      

      


      
        	
                VII.

              	
                This
      option is not an employment or service contract and nothing in this option
      shall be deemed to create in any way whatsoever any obligation on your
      part to continue in the employ or service of the Company, or of the
      Company to continue your employment or service with the
      Company.

              


      

      


      
        	
                VIII.

              	
                Any
      notices provided for in this option or the Plan shall be given in writing
      and shall be deemed effectively given upon receipt or, in the case of
      notices delivered by the Company to you, five (5) days after deposit in
      the United States mail, postage prepaid, addressed to you at the address
      specified in the Option Notice or at such other address as you hereafter
      designate by written notice to the
Company.

              


      

      


      
        	
                IX.

              	
                This
      option is subject to all the provisions of the Plan and its provisions are
      hereby made a part of this option, including, without limitation, the
      provisions of paragraph 6 of the Plan relating to option provisions, and
      is further subject to all interpretations, amendments, rules and
      regulations which may, from time to time, be promulgated and adopted
      pursuant to the Plan. In the event of any conflict between the provisions
      of this option (including the Option Notice) and those of the Plan, the
      provisions of the Plan shall
control.

              


      

      


      


      


      Acknowledged
and agreed as of ____________

      


      


      


      
        
          

        

      

      


      


      
        	 
      	
                Manhattan
      Bridge Capital, Inc.

              	 
	 	 	 	 
	 	 	 	 
	 
      	
                By:

              	 
      	 
	 
      	
                Name:Assaf
      Ran

              	 
	 
      	
                Title:
      President and CEO

              	 


      

      


      


      


      


      


      
        
           

        

        
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