STAMFORD
      INDUSTRIAL GROUP, INC.

    2007
      STOCK INCENTIVE PLAN

    RESTRICTED
      STOCK AWARD AGREEMENT

    


    


    RESTRICTED
      STOCK AWARD AGREEMENT
      (the
“Agreement”) made as of this 27th
      day of
      December, 2007, by and between Stamford Industrial Group, Inc., a Delaware
      corporation, having its principal office at One Landmark Square, 21st
      Floor,
      Stamford, Connecticut 06901 (the “Company”), and Albert W. Weggeman, an
      individual residing at 15 Sidecut Road, Redding, CT 06896 (the “Employee”).
      Capitalized terms not defined herein shall have the meanings ascribed to them
      in
      the Company's 2007 Stock Incentive Plan.

    


    WHEREAS,
      the
      Company has heretofore adopted the Stamford Industrial Group, Inc. 2007 Stock
      Incentive Plan (the “Plan”) for the benefit of certain employees, officers,
      directors, consultants, independent contractors and advisors of the Company
      or
      Subsidiaries of the Company, which Plan has been approved by the Company's
      stockholders;

    


    WHEREAS,
      the
      Employee is a valued and trusted employee of the Company and/or one of its
      subsidiaries and the Company believes it to be in the best interests of the
      Company to secure the future services of the Employee by providing the Employee
      with an inducement to remain an employee of the Company and/or one of its
      Subsidiaries through the grant of restricted shares of common stock of the
      Company, par value $.0001 per share (the “Common Stock”)

    


    WHEREAS,
      the
      Company has previously granted to the Employee a stock restricted stock award
      (the “2006 Restricted Stock Award”) pursuant to the terms of his employment
      agreement, dated September 22, 2006, between the Company and the Employee (the
      “Employment Agreement”); and

    


    WHEREAS,
      the
      Company and the Employee now wish to replace the 2006 Restricted Stock Award
      with a Award issued under the Plan.

     

    NOW,
      THEREFORE,
      the
      parties agree as follows:

    


    1. CANCELLATION
      OF 2006 RESTRICTED STOCK AWARD.
      The
      Employee hereby agrees to the cancellation of the 2006 Restricted Stock Award
      Grant and, pursuant to the terms hereof, the Company hereby agrees to grant
      to
      the Employee a new Restricted Stock Award to replace the 2006 Restricted Stock
      Award Grant. Following such cancellation, the Employee shall have no rights
      whatsoever with respect to the 2006 Restricted Stock Award Grant.

    


    2. RESTRICTED
      STOCK AWARD.
      Subject
      to the provisions hereinafter set forth and the terms and conditions of the
      Plan, the Company hereby grants to the Employee, as of the date hereof (the
      “Grant Date”), a Restricted Stock Award of up to the maximum number of shares of
      Common Stock (the “Restricted Shares”) as determined in accordance with Section
      3, paragraphs (a) and (b), below, and subject to the vesting schedule set forth
      below, such number being subject to adjustment as provided in the Plan. As
      more
      fully described below, the Restricted Shares granted hereby are subject to
      forfeiture by the Employee if certain criteria are not satisfied. 

     

    
      
        
        

      

      
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    3. VESTING. The
      Restricted Shares shall vest in accordance with the following
      provisions:

    


    (a) Subject
      to the provisions of paragraph (b) below, the Company agrees to issue and grant
      to the Employee the following Restricted Shares under
      the
      Plan (or such successor or other Company stock incentive plans as the Company
      may hereafter maintain or adopt),
      as
      priced in the manner set forth below, upon the occurrence of the following
      events during the term hereof: 

    


    
      	 	
              (i)

            	
              $1,000,000
                of Restricted Shares shall be granted and fully vested on the 10-K
                Filing
                Date (as hereinafter defined) for the first fiscal year commencing
                after
                December 31, 2007 in which the Company achieved annual Adjusted EBITDA
                (as
                hereinafter defined) of at least $25 million in such fiscal year
                (the
                “First Target Year”);

            


    

    


    
      	 	
              (ii)

            	
              an
                additional $1,000,000 of Restricted Shares shall be granted and fully
                vested on the 10-K Filing Date for the first fiscal year occurring
                after
                the First Target Year in which the Company has achieved annual Adjusted
                EBITDA of at least $50 million in such fiscal year (such year, the
“Second
                Target Year”); and 

            


    

    


    
      	 	
              (iii)

            	
              an
                additional $1,000,000 of Restricted Shares shall be granted and fully
                vested on the 10-K Filing Date for the first fiscal year occurring
                after
                the Second Target Year in which the Company has achieved annual Adjusted
                EBITDA of at least $75 million in such fiscal
                year.

            


    

    


    For
      purposes hereof, "10-K Filing Date" means the date when the Company first files
      with the Securities and Exchange Commission its Annual Report on Form 10-K
      for
      any given year. No subsequent amendment of such report shall change the 10-K
      Filing Date.

    


    For
      purposes hereof, "Adjusted EBITDA" shall have the meaning set forth in the
      Plan,
provided
      that
      consolidated capital gains shall be deducted from Consolidated Net Income when
      determining Adjusted EBITDA for purposes of this Agreement.

    


    (b) The
      number of Restricted Shares to be granted for any fiscal year shall be
      determined by dividing dollar amount of the Restricted Shares to be awarded
      by
      the Fair Market Value (as defined and determined in accordance with the Plan)
      of
      the Common Stock on the 10-K Filing Date.

    


    (c) Notwithstanding
      the vesting schedule set forth above, such vesting schedule may be accelerated
      by the Board of Directors or the Compensation Committee of the Board of
      Directors (the “Committee”) in their sole decision. 

     

    
      
        
        

      

      
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    (d) Upon
      the
      vesting date, the vested portion of the Restricted Shares shall be issued to
      the
      Employee in accordance with the Plan and the terms hereof, including Section
      4
      below.

    


    (e) If
      the
      Employee is terminated by the Company or its Subsidiaries for Cause (as defined
      in the Plan) or voluntarily terminates employment by the Company or its
      Subsidiaries, prior to the satisfaction of the vesting provisions set forth
      above, no further portion of the Restricted Shares shall become vested pursuant
      to this Agreement and such unvested Restricted Shares shall be forfeited
      effective as of the date that the Employee ceases to be so employed by the
      Company.

    


    (f) Nothing
      in the Plan or this Agreement shall confer on Employee 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 Employee'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. 

    


    (g) Tax
      Consequences.
      Employee understands that Employee may suffer adverse tax consequences as a
      result of the grant, vesting or disposition of the Restricted Shares. Employee
      represents that Employee has consulted with his or her own independent tax
      consultant(s) as Employee deems advisable in connection with the grant, vesting
      or disposition of the Restricted Shares and that Employee is not relying on
      the
      Company for any tax advice.

    


    (h) Termination.
      The
      right of the Employee to receive the Restricted Shares shall expire on the
      earlier to occur of (i) termination of Employee's employment with the
      Company and all Subsidiaries, and (ii) the fifth anniversary of the Grant
      Date.

    


    4. ISSUANCE
      AND WITHHOLDING.

    


    (a) Upon
      vesting, the Company shall (subject to the provisions of paragraph (b) below)
      issue the vested Restricted Shares registered in the name of Employee,
      Employee's authorized assignee, or Employee's legal representative, and shall
      deliver certificates representing the Restricted Shares.

    


    (b) Subject
      to Section 17 below, prior to the issuance of the Restricted Shares, Employee
      must pay or provide for any applicable federal or state withholding obligations
      of the Company.

    


    5. COMPLIANCE
      WITH LAWS AND REGULATIONS. The
      issuance and transfer of Restricted Shares shall be subject to compliance by
      the
      Company and Employee with all applicable requirements of federal and state
      securities laws and with all applicable requirements of any stock exchange
      or
      quotation system on which the Company's Common Stock may be listed at the time
      of such issuance or transfer 

     

    
      
        
        

      

      
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    6. NON-TRANSFERABILITY.
      Until
      the Restricted Shares shall be vested and issued and until the satisfaction
      of
      any and all other conditions specified herein, the Restricted Shares may not
      be
      sold, transferred, assigned, pledged or otherwise encumbered or disposed of
      by
      the Employee, except upon the written consent of the Company and, in any case,
      in compliance with the terms and conditions of this Agreement. The terms of
      this
      Restricted Stock Award shall be binding upon the executors, administrators,
      successors and assigns of Employee.

    


    7. PRIVILEGES
      OF STOCK OWNERSHIP.
      Employee shall not have any of the rights of a stockholder with respect to
      any
      Restricted Shares until the Restricted Shares are issued to
      Employee.

    


    8. INTERPRETATION.
      Any
      dispute regarding the interpretation of this Agreement shall be submitted by
      Employee or the Company to the Committee for review. The resolution of such
      a
      dispute by the Committee shall be final and binding on the Company and
      Employee.

    


    9. ENTIRE
      AGREEMENT.
      The
      Plan is incorporated herein by reference. This Agreement and the Plan constitute
      the entire agreement and understanding of the parties hereto with respect to
      the
      subject matter hereof and supersede all prior understandings and agreements
      with
      respect to such subject matter. 

    


    10.  NOTICES.
      Any
      notice required to be given or delivered to the Company under the terms of
      this
      Agreement shall be in writing and addressed to the Corporate Secretary of the
      Company at its principal corporate offices. Any notice required to be given
      or
      delivered to Employee shall be in writing and addressed to Employee at the
      address indicated above or to such other address as such party may designate
      in
      writing from time to time to the Company. All notices shall be deemed to have
      been given or delivered upon: personal delivery; three (3) days after deposit
      in
      the United States mail by certified or registered mail (return receipt
      requested); one (1) business day after deposit with any return receipt express
      courier (prepaid); or one (1) business day after transmission by
      facsimile.

    


    11. SUCCESSORS
      AND ASSIGNS.
      The
      Company may assign any of its rights under this Agreement. This Agreement shall
      be binding upon and inure to the benefit of the successors and assigns of the
      Company. Subject to the restrictions on transfer set forth herein, this
      Agreement shall be binding upon Employee and Employee's heirs, executors,
      administrators, legal representatives, successors and assigns. 

    


    12. GOVERNING
      LAW.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Delaware, applicable to agreements made and to be performed entirely
      within such state, other than conflict of laws principles thereof directing
      the
      application of any law other than that of Delaware.

    


    13. ACCEPTANCE.
      Employee
      hereby acknowledges receipt of a copy of the Plan and this Agreement. Employee
      has read and understands the terms and provisions thereof, and accepts this
      Restricted Stock Award subject to all the terms and conditions of the Plan
      and
      this Agreement. Employee acknowledges that there maybe adverse tax consequences
      upon the grant or the vesting of this Restricted Stock Award, issuance or
      disposition of the Restricted Shares and that the Company has advised Employee
      to consult a tax advisor regarding the tax consequences of the grant, vesting,
      issuance or disposition.

     

    
      
        
        

      

      
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    14. COVENANTS
      OF THE EMPLOYEE.
      The
      Employee agrees (and for any proper successor hereby agrees) upon the request
      of
      the Committee, to execute and deliver a certificate, in form reasonably
      satisfactory to the Committee, regarding applicable Federal and state securities
      law matters.

    


    15. OBLIGATIONS
      OF THE COMPANY

    


    (a) Notwithstanding
      anything to the contrary contained herein, neither the Company nor its transfer
      agent shall be required to issue any fraction of a share of Common Stock, and
      the Company shall issue the largest number of whole Restricted Shares of Common
      Stock to which Employee is entitled and shall return to the Employee the amount
      of any unissued fractional share in cash. 

    


    (b)
       The
      Company may endorse such legend or legends upon the certificates for Restricted
      Shares issued to the Employee pursuant to the Plan and may issue such “stop
      transfer” instructions to its transfer agent in respect of such Restricted
      Shares as, in its discretion, it determines to be necessary or appropriate
      to:
      (i) prevent a violation of, or to perfect an exemption from, the registration
      requirements of the Securities Act; or (ii) implement the provisions of the
      Plan
      and any agreement between the Company and the Employee or grantee with respect
      to such Restricted Shares.

    


    (c) The
      Company shall pay all issue or transfer taxes with respect to the issuance
      or
      transfer of Restricted Shares to Employee, as well as all fees and expenses
      necessarily incurred by the Company in connection with such issuance or
      transfer.

    


    (d)
       All
      Restricted Shares issued following vesting shall be fully paid and
      non-assessable to the extent permitted by law.

    


    16. NO
      SECTION 83(b) ELECTION.
      Employee shall not file an election with the Internal Revenue Service under
      Section 83(b).

    


    17. WITHHOLDING
      TAXES.
      The
      Employee acknowledges that the Company is not responsible for the tax
      consequences to the Employee of the granting, vesting or issuance of the
      Restricted Shares, and that it is the responsibility of the Employee to consult
      with the Employee's personal tax advisor regarding all matters with respect
      to
      the tax consequences of the granting, vesting and issuance of the Restricted
      Shares. The Company shall have the right to deduct from the Restricted Shares
      or
      any payment to be made with respect to the Restricted Shares any amount that
      federal, state, local or foreign tax law requires to be withheld with respect
      to
      the Restricted Shares or any such payment, provided that such amount of
      Restricted Shares to be withheld does not exceed the minimum required statutory
      withholding amount. Alternatively, the Company may require that the Employee,
      prior to or simultaneously with the Company incurring any obligation to withhold
      any such amount, pay such amount to the Company in cash or in shares of the
      Company's Common Stock (including shares of Common Stock retained from the
      Restricted Stock Award creating the tax obligation), which shall be valued
      at
      the Fair Market Value of such shares on the date of such payment. In any case
      where it is determined that taxes are required to be withheld in connection
      with
      the issuance, transfer or delivery of the shares, the Company may reduce the
      number of shares so issued, transferred or delivered by such number of shares
      as
      the Company may deem appropriate to comply with such withholding. The Company
      may also impose such conditions on the payment of any withholding obligations
      as
      may be required to satisfy applicable regulatory requirements under the Exchange
      Act, if any.

     

    
      
        
        

      

      
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    18. MISCELLANEOUS

    


    (a) If
      the
      Employee loses this Agreement, or if this Agreement is stolen, damaged or
      destroyed, the Company shall, subject to such reasonable terms as to indemnity
      as the Committee, in its sole discretion shall require, replace the
      Agreement.

    


    (b) This
      Agreement cannot be amended, supplemented or changed, and no provision hereof
      can be waived, except by a written instrument making specific reference to
      this
      Agreement and signed by the party against whom enforcement of any such
      amendment, supplement, modification or waiver is sought. A waiver of any right
      derived hereunder by the Employee shall not be deemed a waiver of any other
      right derived hereunder.

    


    (c) This
      Agreement may be executed in any number of counterparts, but all counterparts
      will together constitute but one agreement. 

    


    (d)
       In
      the
      event of a conflict between the terms and conditions of this Agreement and
      the
      Plan, the terms and conditions of the Plan shall govern. All capitalized terms
      used herein but not defined shall have the meanings given to such terms in
      the
      Plan.

    


    [Signature
      Page Follows:]

     

    
      
        
        

      

      
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    In
      Witness Whereof,
      the
      Company and the Employee have duly executed this Restricted Stock Award
      Agreement in duplicate as of the Grant Date. 

     

     

    
      	Employee:	 	Stamford Industrial
              Group,
              Inc.
	 	 	 	 
	  	 	By:
              	  
	
              Albert
                W. Weggeman

            	 	 	
              Name:

            
	 	 	 	
              Title: