**Exhibit 10.10**

**APROPOS TECHNOLOGY,INC.**

**FORM OFINCENTIVE STOCK OPTION**

THIS INCENTIVE STOCKOPTION, dated as of                 ,2005, is granted by APROPOS TECHNOLOGY, INC., an Illinois corporation (“**Apropos**”), to                        (the “**Employee**”) pursuant to, and subject tothe terms and conditions of, the Apropos Technology, Inc. 2000 OmnibusIncentive Plan, as Amended and Restated (the “**Plan**”).Terms used but not defined herein shall have the meanings ascribed to them inthe Plan.

**1.**                 *OPTION GRANT*

Apropos hereby grants to the Employee an option topurchase a total of                        Aproposcommon shares at an option exercise price of $          per share, being not less than 100% of the fair market value per common shareon the date hereof, and being the closing price per Apropos common share asreported on Nasdaq for the last trading day preceding the date hereof.

This option is intended toqualify as an “incentive stock option” within the meaning of Section 422of the Internal Revenue Code of 1986, as amended (the “**Code**”).

**2.**                 *VESTING AND EXERCISE*

This option shall vest (and to the extent vested maybe exercised in whole or in part, at any time and from time to time, subject tothe terms hereof) during the term of Employee’s continued employment withApropos to a maximum cumulative extent of 25% of the total shares coveredhereby on and after the first anniversary of the date hereof (with no sharesvesting prior to such date) and for an additional 1/48 of the total sharescovered hereby for each complete calendar month that elapses after such date;and shall be fully vested and exercisable on and after the fourth anniversaryof the date hereof.

If Employee’s employmentterminates as a result of either (i) a Corporate Transaction (as defined inparagraph 6 hereof) in which this option is not continued, assumed orsubstituted for, or (ii) Employee’s permanent total disability or death,the remaining shares covered by this option shall vest and become fullyexercisable.

**3.**                 *EXERCISE FOLLOWING TERMINATION OF EMPLOYMENT*

Notwithstandinganything contained herein to the contrary, this option may not be exercised(and shall terminate and be of no further force or effect):

(a)    more thanthree months after termination of employment (including employment with aSuccessor as provided in paragraph 6 below) for any reason other thanretirement, permanent total disability or death;

(b)   more thansix months after termination of employment by reason of retirement or permanenttotal disability;

(c)    more thanone year after death or more than six months after death, if employment waspreviously terminated and the option was exercisable at the time of death; or

(d)   more thanten years from the date hereof;

and in each case only to the extent vested andexercisable on the date of termination of employment.

 

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Retirement and permanenttotal disability shall be determined in accordance with the establishedpolicies of Apropos as determined by the Committee.

**4.**                 *METHOD OF EXERCISE*

This option may beexercised only by written notice delivered to the Secretary of Apropos andaccompanied by:

(a)    a checkpayable to the order of Apropos for the full purchase price of the sharespurchased; and

(b)   such otherdocuments or representations as Apropos may reasonably request in order tocomply with securities, tax or other applicable laws.

At the sole discretion of the Committee, payment ofthe purchase price may be made in whole or in part by the delivery of commonshares owned by the Employee for at least six months, valued at fair marketvalue on the date of exercise, or by execution and delivery of a promissorynote containing terms and conditions established by the Committee.

This option may not beexercised for less than 100 shares, except where the remaining number of sharesrepresented by the option is less than 100, in which case the option shall notbe exercised for less than all of the shares subject to the option.

**5.**                 *NON-TRANSFERABILITY; DEATH*

This option is nottransferable by the Employee otherwise than by will or the laws of descent anddistribution and is exercisable during the Employee’s lifetime only by theEmployee. Following Employee’s death, this option may be exercised inaccordance with its terms by the Employee’s estate or the person to whom theoption passes by will or the laws of descent and distribution, but only (a) withinthe period permitted under paragraph 3(c) hereof after the Employee’sdeath or (b) ten years from the date hereof, whichever period is shorter. Atthe sole discretion of the Committee, this option may be transferred by theEmployee to members of the Employee’s immediate family or trusts or familypartnerships for the benefit of the Employee or family members, subject toterms and conditions established by the Committee.

**6.**                 *CORPORATE TRANSACTIONS*

In the event of either (a) a merger,consolidation, share exchange or similar transaction involving Apropos, or (b) thesale or transfer of substantially all of Apropos’ assets ( each a “**Corporate Transaction**”), this option may be continued byApropos or assumed or substituted for by the resulting, surviving or purchasingentity (“**Successor**”), at the option of Aproposor the Successor, as long as in the case of a Successor (i) the Successorcontinues the employment of Employee and (ii) the aggregate intrinsicvalue (difference between per share value and exercise price) of any optionissued by a Successor is not less than the aggregate intrinsic value of thisoption on the effective date of the Corporate Transaction and the vestingprovisions, rights to exercise, remaining option period and other significantprovisions remain the same. In each such case, this option (as continued,assumed or substituted) shall continue to vest and be exercisable in accordancewith its terms. The continuation, assumption or substitution may occur eventhough it results in the loss of Incentive Stock Option status.

In the event that Apropos does not elect to continuethis option or the Successor does not agree to assume or substitute for thisoption following a Corporate Transaction, Apropos shall so notify the Employeeand (subject to the condition that the Corporate Transaction is consummated)this option shall become fully vested and exercisable thirty days prior to thescheduled effective date of the Corporate 

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Transaction and shallterminate on the effective date of the Corporate Transaction with any exerciseto occur immediately prior to the effective time of the Corporate Transaction.

In the event this option is continued, assumed orsubstituted for following a Corporate Transaction and Employee’s employment isterminated by Apropos or the Successor less than 6 months after theeffective date of the Corporate Transaction, this option (as continued, assumedor substituted) shall become fully vested and exercisable upon the date oftermination of employment.

Except as expressly provided in this option andnotwithstanding anything to the contrary in the Plan, a Change in Control shallnot accelerate vesting of this option or have any other effect on the terms orconditions of this option.

INWITNESS WHEREOF, Apropos has caused the execution hereof by a duly authorizedofficer and Employee has agreed to the terms and conditions of this option, allas of the date first written above.
|          |   | APROPOS TECHNOLOGY, INC. |
|----------|--------|--------------------------|
| Employee |   |                     |   |
|     |   | By:                      |   |
|     |   | Title:                   |   |
|          |        |                          |  |  |  |

 

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