Deferred
      Compensation Agreement

    Stamford
      Industrial Group with Albert W. Weggeman

    


    Deferred
      Compensation Agreement
      dated as
      of December 27, 2007, between Stamford Industrial Group, Inc., a Delaware
      corporation (the “Company”) and Albert W. Weggeman (the
      "Participant").

    


    Whereas,
      the
      Participant is the Chief Executive Officer of the Company and a key employee
      of
      the Company; 

    


    Whereas,
      the
      Company desires to provide additional compensation to the Participant on the
      terms set forth herein, and the Participant desires to accept the
      same;

    


    Whereas,
      the
      Company intends to provide deferred compensation primarily to a select group
      of
      management or highly compensated employees within the meaning of sections
      201(2), 301(a)(3), and 401(a)(1) of the Employee Retirement Income Security
      Act
      of 1974, as amended (“ERISA”);

    


    Now,
      therefore,
      in
      consideration of the mutual covenants herein contained and other valuable
      consideration, it is hereby agreed as follows:

    


    Article
      1 - Definitions

    


    The
      following capitalized terms, when used herein, shall have the meanings set
      forth
      below.

    


    “Account”
      means the bookkeeping account that records the amount of the Participant’s
      initial credit pursuant to Section 2.01 as adjusted pursuant to Section
      2.02.

    


    "Adjusted
      EBITDA" means 'Adjusted EBITDA' as such term is defined in the Company's 2007
      Stock Incentive Plan, it being understood that for purposes of this Agreement,
      "Adjusted EBITDA" shall not include capital gains from sales of any assets
      of
      the Company.

    


    “Board”
      means the Board of Directors of the Company.

    


    “Code”
      means the Internal Revenue Code of 1986, as amended.

    


    “Committee”
      means the individual or individuals appointed by the Board to administer this
      Agreement; unless otherwise hereafter determined by the Board of Directors,
      the
      Committee shall be the Compensation Committee of the Board of
      Directors.

    


    “Company”
      means Stamford Industrial Group, Inc., a Delaware corporation with its principal
      office in Stamford, Connecticut.

    


    “Effective
      Date” means December 27, 2007.

     

    
      
        
        

      

      
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    “ERISA”
      means the Employee Retirement Income Security Act of 1974, as
      amended.

    


    "Fair
      Market Value" means the average closing price of one share of the common stock
      of the Company over the 30-day period
      preceding the applicable date of distribution pursuant to Section
      2.04.

    


    “Participant”
      means Albert W. Weggeman.

    


    Article
      2 - Account

    


    2.01 Initial
      Account Credit.
      As of
      the date of this Agreement, the Participant’s Account shall be credited with
      $1,519,766 (the "Initial Account Credit").

    


    2.02 Adjustment
      to Account.
      The
      amount to be distributed pursuant to Section 2.04 shall be the lesser of
      (a) the Initial Account Credit or (b) 2,491,419 multiplied by (the
      Fair Market Value less $0.64).

    


    2.03 Vesting.
      The
      Participant shall vest in his Account as follows (rounded to the nearest
      $1.00):

    


    (a) 19.4%
      shall be immediately vested upon crediting to the Participant's
      Account.

    


    (b) 30.6%
      shall vest in twenty-two equal monthly consecutive tranches commencing on the
      date such amount is credited to the Participant's Account, provided that the
      Participant is actively employed as of the vesting date.

    


    (c) up
      to
      50.0% shall vest as follows, provided that the Participant is actively employed
      as of the vesting date.

    


    (1) 16.7
      percent shall vest as of March 31, 2008, if the Company’s Adjusted EBITDA for
      the year ending December 31, 2007 (“Year 1”) is not less than $13,800,000
      (the “Year 1 Target”); if the Year 1 Target is not achieved, and if the sum of
      the Company’s Adjusted EBITDA for the years ending December 31, 2007 and 2008 is
      not less than the sum of the Year 1 Target plus the Year 2 Target (as defined
      below), then the such 16.7 percent shall vest as of March 31, 2009.

    


    (2) 16.7
      percent shall vest as of March 31, 2009, if the Company’s Adjusted EBITDA for
      the year ending December 31, 2008 (“Year 2”) is not less than $15,700,000
      (the “Year 2 Target”); if the Year 2 Target is not achieved, and if the sum of
      the Company’s Adjusted EBITDA for the years ending December 31, 2008 and 2009 is
      not less than the sum of the Year 2 Target plus the Year 3 Target (as defined
      below), then such  16.7
      percent shall vest as of March 31, 2010.

     

    
      
        
        

      

      
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    (3) 16.6
      percent shall vest as of March 31, 2010, if the Company’s Adjusted EBITDA for
      the year ending December 31, 2009 (“Year 3”) is not less than $17,200,000
      (the “Year 3 Target”); if (i) the Year 3 Target is not achieved, and
      (ii) the Company renews the employment agreement of the Participant for
      another three-year term, and (iii) the sum of the Company’s Adjusted EBITDA
      for the years ending December 31, 2009 and 2010 is not less than the sum of
      the
      Year 3 Target plus the Year 4 Target (as defined hereinafter), then such 16.6
      percent shall vest as of March 31, 2011. “Year 4 Target” means an amount of the
      Company’s Adjusted EBITDA for the year ending December 31, 2010 that will be
      agreed upon by the parties in the renewed employment agreement, if
      any.

    


    2.04 Distribution.
      The
      vested portion, if any, of the Participant’s Account, as adjusted pursuant to
      Section 2.02, which vests on or before October 1, 2009, shall be paid in the
      form of a single sum to the Participant not later than October 31, 2009. The
      vested portion, if any, of the Participant’s Account, as adjusted pursuant to
      Section 2.02, which vests after October 1, 2009, shall be distributed promptly
      after vesting. The Committee shall have the discretion to make a distribution
      in
      the form of cash or common stock of the Company, valued at the Fair Market
      Value
      as of the business day prior to distribution, or a combination of cash and
      common stock.

    


    Article
      3 - Administration

    


    3.01 Duties
      and Powers of the Committee.
      The
      Agreement shall be administered by the Committee. The Committee shall establish
      such rules and procedures as it deems appropriate for the administration of
      the
      Agreement. The Committee shall have the full power, discretion and authority
      to
      interpret, construe and administer the terms of the Agreement, and all decisions
      made by the Committee shall be final and binding. The Committee may employ
      legal
      counsel, consultants, actuaries, and others as it deems desirable in the
      administration of the Agreement.

    


    3.02. The
      amounts credited to the Account pursuant to Sections 2.03(c)(2) and 2.03(c)(3)
      hereunder to the Participant, to the extent he qualifies as a "covered employee"
      for purposes of Section 162(m) of the Code, are intended to be exempt from
      the
      application of Section 162(m) of the Code to the extent so designated by the
      Committee. The exemption is based on Treasury Regulation Section 1.162-27 as
      in
      effect on date hereof. The Committee may, without stockholder approval (unless
      otherwise required to comply with Rule 16b-3 under the Exchange Act or in
      accordance with applicable market or exchange requirements), amend this
      Agreement retroactively and/or prospectively to the extent it determines
      necessary to comply with any subsequent clarification of Section 162(m) of
      the
      Code required to preserve the Company’s Federal income tax deduction for
      compensation paid pursuant to this Agreement.

    


    3.03 No
      Contract of Employment.
      Nothing in this Agreement shall confer on Participant any right to continue
      in
      the employ of, or other relationship with, the Company or any subsidiary of
      the
      Company, or limit in any way the right of the Company or any affiliate or
      subsidiary of the Company to terminate Participant's employment or other
      relationship at any time, with or without cause. This Agreement does not
      constitute an employment contract. This Agreement does not guarantee employment
      for the length of time of the vesting schedule or for any portion
      thereof.

     

    
      
        
        

      

      
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    3.04 Funding.
      The
      amounts payable under this Agreement shall constitute general, unsecured
      obligations of the Company, payable solely out of the general assets of the
      Company, and no Participant shall have any rights to any specific assets of
      the
      Company. Account balances under this Agreement represent mere promises to pay
      amounts in the future. In the event the Company becomes subject to an insolvency
      or bankruptcy proceeding, the Participant shall only have the rights of a
      general, unsecured creditor of the Company for any distributions due under
      the
      Agreement. This Agreement is intended to be an unfunded program for purposes
      of
      the Code and for purposes of Title I of ERISA.

    


    3.05 Liability
      of Company.
      Subject
      to its obligation to pay the balance in the Account pursuant to the terms of
      this Agreement, neither the Company nor anyone acting on behalf of the Company
      shall be liable for any act performed or the failure to perform any act with
      regard to this Agreement, except as otherwise required by law.

    


    3.06 Notices.
      The
      Participant shall be responsible for furnishing the Committee with the current
      and proper address for the mailing of notices. Any notice required or permitted
      to be given shall be deemed given if directed to the person to whom addressed
      at
      such address and mailed by United States mail, first-class and
      prepaid.

    


    3.07 Choice
      of Law.
      The
      Agreement shall be construed in accordance with and governed by the laws of
      the
      State of Connecticut, without regard to its conflicts of laws provisions, to
      the
      extent such law is not preempted by federal law.

    


    3.08 Binding
      Effect.
      The
      terms of this Agreement shall be binding on the Participant, his beneficiaries
      and estate, and their legal representatives, and on the Company, and its
      successors, assigns, and legal representatives.

    


    3.09 Non-alienation.
      None of
      the payments, benefits or rights of the Participant, his beneficiary or estate
      shall be subject to the claim of any creditor, and, in particular, to the
      fullest extent permissible by law, all such payments, benefits and rights shall
      be free from attachments, garnishment, trustee’s process or any other legal or
      equitable process available to any creditor of such Participant, his beneficiary
      or estate.

    


    3.10 Incapacity.
      If the
      Committee determines that the Participant or beneficiary is incompetent by
      reason of legal minority or physical or mental disability, the Committee shall
      have the power to cause the payments becoming due to such person to be made
      to
      another for the benefit of the minor or incompetent, without responsibility
      of
      the Company or the Committee to see to the application of such payment. Payments
      made in accordance with the application of such power shall operate as a
      complete discharge of all obligations of the Company and the Committee to the
      extent of such payment.

     

    
      
        
        

      

      
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    3.11 Amendment
      or Termination.
      This
      Agreement may not be amended except in a writing signed by the party against
      whom such amendment is to be enforced.

    


    3.12 Other
      Plans and Agreements.
      Nothing
      contained in this Agreement shall preclude the Participant, to the extent he
      is
      otherwise eligible, from participation in any group insurance, pension, savings,
      or other employee benefit plans or programs which the Company in its discretion
      may make available to its employees, but the Company shall not be required
      to
      establish, maintain or continue any such plan or program by reason of this
      Agreement. Any amounts payable under this Agreement shall not be deemed to
      be
      salary, bonus or other compensation paid to the Participant for purposes of
      computing contributions to or benefits under any other employee benefit plan
      or
      program, unless specifically required pursuant to such other plan or
      program.

    


    3.13 Integrated
      Agreement.
      This
      Agreement represents the entire agreement between the Company and the
      Participant concerning the payment of deferred compensation to the Participant
      under this Agreement.

    


    3.14 Severability.
      If any
      provision of this Agreement shall be held invalid or unenforceable, such
      invalidity or unenforceability shall not affect any other provision hereof,
      and
      this Agreement shall be construed and enforced as if such provision had not
      been
      included.

    


    3.15 Tax.
      The
      Company may withhold any federal, state or local taxes from any payment due
      the
      Participant, his beneficiary or estate or from the Participant’s compensation as
      it or the Committee determines pursuant to applicable law. The Agreement is
      intended to comply with the provisions of Code Section 409A and guidance issued
      thereunder.

    


    3.16 Construction.
      The
      masculine gender includes the feminine, and the singular the plural, and vice
      versa, unless the context clearly requires otherwise. The headings and captions
      contained herein are provided for convenience only, shall not be considered
      part
      of the Agreement, and shall not be employed in construction of the
      Agreement.

    


    3.17 Claims
      and Appeals.
      The
      Participant may file claims and appeals of denied claims with the Committee,
      and
      the Committee shall decide such claims and appeals, in accordance with Section
      503 of the Employee Retirement Income Security Act of 1974, as amended, and
      Department of Labor Regulation Section 2560.503-1.

    


    [Signature
      Page Follows:]

    


    
      
        
        

      

      
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    In
      Witness Whereof,
      and
      intending to be legally bound hereby, the parties have executed this Agreement
      as of the date first above written.

     

    
       

      
        	 	 	Stamford Industrial
                Group,
                Inc.
	 	 	 	 
	  	 	By:
                	  
	
                Albert
                  W. Weggeman, the Participant

              	 	 	
                Jonathan
                  LaBarre

              
	 	 	 	
                
                  Chief
                    Financial Officer

                

              


      

      
         

        
          	 	 	 
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                	 	Attest:	
                   

                
	 	 	 	 
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