STAMFORD
        INDUSTRIAL GROUP, INC.

      2007
        STOCK INCENTIVE PLAN

      STOCK
        OPTION AGREEMENT

      ALBERT
        W. WEGGEMAN

      


      STOCK
        OPTION 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 “Optionee”).
        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
        Optionee 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 Optionee by providing the Optionee
        with an inducement to remain an employee of the Company and/or one of its
        Subsidiaries through the grant of an option to acquire an ownership interest
        in
        the Company; 

      


      WHEREAS,
        the
        Company has previously granted to the Optionee a non-plan stock option award
        of
        2,491,419 options (the “2006 Stock Option Grant”) to purchase shares of common
        stock of the Company, par value $.0001 per share (the “Common Stock”) at an
        exercise price equal to $.64, pursuant to the stock option award agreement
        dated
        as of October 3, 2006 (the “2006 Stock Option Agreement”) between the Company
        and the Optionee; and

      


      WHEREAS,
        the
        Company and the Grantee now wish to replace the 2006 Stock Option Grant with
        the
        grant of new Plan options to purchase shares of the Company’s Common
        Stock.

      


      NOW,
        THEREFORE,
        the
        parties agree as follows:

      


      1. CANCELLATION
        OF 2006 STOCK OPTION GRANT.
        The
        Optionee hereby agrees to the cancellation of the 2006 Stock Option Grant
        and,
        pursuant to the terms hereof, the Company hereby agrees to grant to the Optionee
        new options to purchase shares of Common Stock to replace the 2006 Stock
        Option
        Grant. Following such cancellation, the Optionee shall have no rights whatsoever
        with respect to the 2006 Stock Option Grant.

      


      2. OPTION
        GRANT.
        Subject
        to the provisions hereinafter set forth and the terms and conditions of the
        Plan, the Company hereby grants to the Optionee, as of the date hereof (the
        “Grant Date”), the right, privilege and option (the “Option”) to purchase all or
        any part of an aggregate of 2,491,419 shares (the “Shares”) of Common Stock,
        such number being subject to adjustment as provided in the Plan. To the extent
        applicable, this Option is intended to qualify as an “incentive stock option”
(“ISO”) within the meaning of Section 422 of the Internal Revenue Code of 1986,
        as amended (the “Code”), to the extent permitted under Section 422 of the
        Code.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      3.
         EXERCISE
        PRICE.
        Subject
        to adjustment as provided in the Plan, the purchase price per Share of Common
        Stock as to which this Option is exercised (the “Exercise Price”) shall be
        $1.25, the Fair Market Value of such Shares on the Grant Date.

      


      4.
         EXERCISE
        OF OPTION.
        The
        term of the Option shall expire without further action being taken at 5:00
        p.m.,
        October 3, 2016, subject to earlier termination as provided in Section 6
        hereof
        (the “Expiration Date”). The Option may be exercised at any time, or from time
        to time, prior to the Expiration Date (or such additional period as may be
        permitted under the Plan) as to any part or all of the Shares covered by
        the
        Option, pursuant to the vesting schedule contained in Section 5.1 hereof;
        provided, however, that the Option may not be exercised as to less than one
        hundred (100) shares, unless it is exercised as to all Shares as to which
        this
        Option is then exercisable.

      


      5. VESTING.
        The
        Shares into which this Option is exercisable shall vest in accordance with
        the
        following schedule:

      


      5.1 Options
        to purchase 484,442 Shares shall be immediately vested upon the Grant
        Date.

      


      5.2 Options
        to purchase 761,267 Shares (the “Time-vesting Options”) shall vest in twenty-two
        equal monthly consecutive tranches commencing on January 3, 2008; provided,
        however,
        that if
        there shall be a Change-of-Control Event which shall become effective prior
        to
        the Expiration Date, then the Time-vesting Options not then vested shall
        vest in
        full immediately prior to the effective time of the Change-of-Control
        Event.

      


      5.3 (a)
        Options to purchase 1,245,710 shares (the "Performance Options") shall vest
        in
        full (subject, however, the restrictions of paragraph (d) below) upon the
        occurrence of both of the following two events:

      


      
        	 	
                (i)

              	
                the
                  Fair Market Value (as defined in the Plan) of the Company's common
                  stock
                  shall have equaled or exceeded the price of $5.12 per share for
                  20
                  consecutive trading days (such price, as the same may be adjusted
                  as
                  hereinafter provided, the "Target Stock Price");
                  and

              


      

      


      
        	 	
                (ii)

              	
                the
                  aggregate amount of Adjusted EBITDA (as hereinafter defined) for
                  any four
                  consecutive calendar quarters, commencing with the calendar quarter
                  beginning January 1, 2008, shall be not less than $70,000,000 (the
                  "Target
                  Adjusted EBITDA");

              


      

      


      provided,
        however,
        that if
        such Target Stock Price and Target Adjusted EBITDA have not been achieved
        on or
        before the fourth anniversary of the Grant Date, then the Performance Options
        shall have lapsed without vesting.

      


      (b) For
        the
        sake of clarity: the Company need not achieve the Target Stock Price and
        the
        Target Adjusted EBITDA at the same time for the Performance Options to vest.
        By
        way of example, if the Company has achieved the Target Stock Price, and
        thereafter achieves the Target Adjusted EBITDA at a time when the Fair Market
        Value of the common stock is less than the Target Stock Price, the Performance
        Options shall then be vested, subject to the proviso contained in Section
        5.3(a)
        above.

       

      
        
           

        

        
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      (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. 

      


      (d) The
        shares acquirable upon exercise of the Performance Options shall not be
        transferable by the Optionee for a period of four years from the Grant Date,
        other than by will or by the laws descent and distribution following the
        death
        of the Optionee. The Company may (but is not required to) apply a legend
        to the
        stock certificates evidencing such shares with respect to such
        restrictions.

      


      (e) 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 Stock Option
        Agreement.

      


      5.4 The
        allocation of options granted between ISOs and NQSOs indicated above is a
        result
        of the Limitations on ISO as outlined in the 2007 Stock Incentive Plan and
        reproduced below:

      


      5.5 LIMITATIONS
        ON ISO.
        THE
        AGGREGATE FAIR MARKET VALUE (DETERMINED AS OF THE DATE OF GRANT) OF SHARES
        WITH
        RESPECT TO WHICH ISOS ARE EXERCISABLE FOR THE FIRST TIME BY A PARTICIPANT
        DURING
        ANY CALENDAR YEAR (UNDER
        THIS PLAN OR UNDER ANY OTHER INCENTIVE STOCK OPTION PLAN OF THE COMPANY OR
        SUBSIDIARY OF THE COMPANY) WILL NOT EXCEED $100,000 OR SUCH OTHER AMOUNT
        AS MAY
        BE REQUIRED BY THE CODE. IF THE FAIR MARKET VALUE OF SHARES ON THE DATE OF
        GRANT
        WITH RESPECT TO WHICH ISOS ARE EXERCISABLE FOR THE FIRST TIME BY A PARTICIPANT
        DURING ANY CALENDAR YEAR EXCEEDS $100,000, THEN THE OPTIONS FOR THE FIRST
        $100,000 WORTH OF SHARES TO BECOME EXERCISABLE IN SUCH CALENDAR YEAR WILL
        BE
        ISOS AND THE OPTIONS FOR THE AMOUNT IN EXCESS OF $100,000 THAT BECOME
        EXERCISABLE IN THAT CALENDAR YEAR WILL BE NQSOS. IN THE EVENT THAT THE CODE
        OR
        THE REGULATIONS PROMULGATED THEREUNDER ARE AMENDED AFTER THE EFFECTIVE DATE
        OF
        THIS PLAN TO PROVIDE FOR A DIFFERENT LIMIT ON THE FAIR MARKET VALUE OF SHARES
        PERMITTED TO BE SUBJECT TO ISOS, SUCH DIFFERENT LIMIT WILL BE AUTOMATICALLY
        INCORPORATED HEREIN AND WILL APPLY TO ANY OPTIONS GRANTED AFTER THE EFFECTIVE
        DATE OF SUCH AMENDMENT.

       

      
        
           

        

        
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      5.6 Shares
        that are vested pursuant to the schedule set forth in this Section 5 hereof
        are
“Vested Shares.”

      


      6. TERMINATION.

      


      6.1 Termination
        for Any Reason Except Death, Disability or Cause. If Optionee is Terminated
        for
        any reason (including if the Optionee voluntarily terminates employment by
        the
        Company) except Optionee's death, Disability or Cause, then this Option,
        to the
        extent (and only to the extent) that it is vested in accordance with the
        schedule set forth in Section 5 hereof on the Termination Date, may be exercised
        by Optionee no later than three (3) months after the Termination Date, (or
        such
        longer time period not exceeding five (5) years as may be determined by the
        Committee, with any exercise beyond three (3) months after the Termination
        Date
        deemed to be a NQSO), but in any event no later than the Expiration
        Date.

      


      6.2 Termination
        Because of Death or Disability. If Optionee is Terminated because of death
        or
        Disability of Optionee, then this Option, to the extent that it is vested
        in
        accordance with the schedule set forth in Section 5 hereof on the Termination
        Date, may be exercised by Optionee (or Optionee's legal representative or
        authorized assignee) no later than twelve (12) months after the Termination
        Date
        (or such longer time period not exceeding five (5) years as may be determined
        by
        the Committee, with any such exercise beyond twelve (12) months after the
        Termination Date when the Termination is for Participant's death or Disability,
        deemed to be a NQSO), but in any event no later than the Expiration Date.
        Any
        exercise after three months after the Termination Date when the Termination
        is
        for any reason other than Optionee's disability, within the meaning of Section
        22(e)(3) of the Code, shall be deemed to be the exercise of a nonqualified
        stock
        option.

      


      6.3 Termination
        for Cause. If an Optionee is terminated for Cause, neither the Optionee,
        the
        Optionee's estate nor such other person who may then hold the Option shall
        be
        entitled to exercise any Option with respect to any Shares whatsoever, after
        termination of service, whether or not after termination of service the Optionee
        may receive payment from the Company or Subsidiary for vacation pay, for
        services rendered prior to termination, for services rendered for the day
        on
        which termination occurs, for salary in lieu of notice, or for any other
        benefits. In making such determination, the Committee shall give the Optionee
        an
        opportunity to present to the Committee evidence on his behalf. For the purpose
        of this paragraph, termination of service shall be deemed to occur on the
        date
        when the Company dispatches notice or advice to the Optionee that Optionee's
        service is terminated.

      


      For
        purposes of this Agreement, Termination for Cause means that the Company
        has
        cause to terminate an Optionee's employment or service under any existing
        employment, consulting or any other agreement between the Optionee and the
        Company or, if such an agreement does not exist, upon finding that (i) the
        Optionee has ceased to perform his duties (other than as a result of his
        incapacity due to physical or mental illness or injury), which constitutes
        an
        intentional or extended neglect of his/her duties, (ii) the Optionee has
        engaged
        or is about to engage in conduct materially injurious to the Company or (iii)
        the Optionee has been convicted of a felony.

       

      
        
           

        

        
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      6.4 No
        Obligation to Employ. Nothing in the Plan or this Agreement shall confer
        on
        Optionee any right to continue in the employ of, or other relationship with,
        the
        Company, a Subsidiary or an Affiliate, or limit in any way the right of the
        Company or any Affiliate or Subsidiary of the Company to terminate Optionee'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.

      


      7. MANNER
        OF EXERCISE.

      


      7.1 Stock
        Option Exercise Procedures. To exercise this Option, Optionee (or in the
        case of
        exercise after Optionee's death, Optionee's executor, administrator, heir
        or
        legatee, as the case may be) must follow such exercise procedures as may
        be
        established by the Committee from time to time in its sole discretion. Such
        procedures may include requiring that the Optionee provide certain information
        including, inter alia, Optionee's election to exercise this Option, the number
        of Shares being purchased, any restrictions imposed on the Shares and any
        representations, warranties and agreements regarding Optionee's investment
        intent and access to information as may be required by the Company to comply
        with applicable securities laws. If someone other than Optionee exercises
        this
        Option, then such person may be required to submit documentation reasonably
        acceptable to the Company that such person has the right to exercise this
        Option.

      


      7.2 Limitations
        on Exercise. This Option may not be exercised unless such exercise is in
        compliance with all applicable federal and state securities laws, as they
        are in
        effect on the date of exercise.

      


      7.3 Payment.
        An exercise of this Option shall be accompanied by full payment of the aggregate
        Exercise Price for the Shares being purchased (a) in cash (by check), or
        (b)
        provided that a public market for the Company's stock exists: (1) through
        a
“same day sale” commitment from Optionee and a broker-dealer that is a member of
        the National Association of Securities Dealers (an “NASD Dealer”) whereby
        Optionee irrevocably elects to exercise this Option and to sell a portion
        of the
        Shares so purchased to pay for the aggregate Exercise Price and whereby the
        NASD
        Dealer irrevocably commits upon receipt of such Shares to forward the aggregate
        Exercise Price directly to the Company; or (2) through a “margin” commitment
        from Optionee and an NASD Dealer whereby Optionee irrevocably elects to exercise
        this Option and to pledge the Shares so purchased to the NASD Dealer in a
        margin
        account as security for a loan from the NASD Dealer in the amount of the
        aggregate Exercise Price, and whereby the NASD Dealer irrevocably commits
        upon
        receipt of such Shares to forward the aggregate Exercise Price directly to
        the
        Company. Notwithstanding the foregoing, the Board of Directors or the Committee,
        in their sole discretion, may allow for the full payment of the aggregate
        Exercise Price for the Shares being purchased to be made by any other method
        which is in accordance with the provisions of the Plan.

      


      7.4 Tax
        Withholding. Prior to the issuance of the Shares upon exercise of this Option,
        Optionee must pay or provide for any applicable federal or state withholding
        obligations of the Company. If the Committee permits, Optionee may provide
        for
        payment of withholding taxes upon exercise of this Option by requesting that
        the
        Company retain Shares with a Fair Market Value equal to the minimum amount
        of
        taxes required to be withheld determined on the date that the amount of tax
        to
        be withheld is to be determined. In such case, the Company shall issue the
        net
        number of Shares to the Optionee by deducting the Shares retained from the
        Shares issuable upon exercise.

       

      
        
           

        

        
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      7.5 Issuance
        of Shares. Provided that both the exercise procedures established by the
        Committee and payment are in manner, form and substance satisfactory to the
        Company, and upon the Company's request to counsel for the Company, the Company
        shall issue the Shares registered in the name of Optionee, Optionee's authorized
        assignee, or Optionee's legal representative, and shall deliver certificates
        representing the Shares with the appropriate legends affixed
        thereto.

      


      8. NOTICE
        OF DISQUALIFYING DISPOSITION OF ISO SHARES.
        To the
        extent this Option is an ISO, if Optionee sells or otherwise disposes of
        any of
        the Shares acquired pursuant to the ISO on or before the later of (a) the
        date
        two (2) years after the Date of Grant, and (b) the date one (1) year after
        transfer of such Shares to Optionee upon exercise of this Option, then Optionee
        shall immediately notify the Company in writing of such disposition.


      


      9. COMPLIANCE
        WITH LAWS AND REGULATIONS.
        The
        exercise of this Option and the issuance and transfer of Shares to the Optionee
        shall be subject to compliance by the Company and Optionee with (i) all
        applicable requirements of federal and state securities laws, (ii) all
        applicable requirements of any stock exchange on which the Company's Common
        Stock may be listed and (iii) any applicable policy of the Company regarding
        the
        trading of securities of the Company, each at the time of such issuance and
        transfer. Optionee understands that the Company is under no obligation to
        register or qualify the Shares with the SEC, any state securities commission
        or
        any stock exchange to effect such compliance.

      


      10. NONTRANSFERABILITY
        OF OPTION.
        This
        Option may not be transferred in any manner other than by will or by the
        laws of
        descent and distribution. During the lifetime of Optionee, the Option shall
        be
        exercisable only by Optionee personally or by the Optionee's legal
        representative. The terms of this Option shall be binding upon the executors,
        administrators, successors and assigns of Optionee.

      


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

      


      12. INTERPRETATION.
        Any
        dispute regarding the interpretation of this Agreement shall be submitted
        by
        Optionee 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
        Optionee.

      


      13. ENTIRE
        AGREEMENT.
        The
        Plan is incorporated herein by reference. This Agreement and the Plan and
        any
        exercise procedures as may be established by the Committee 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. 

       

      
        
           

        

        
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      14. 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 Optionee shall be in writing and addressed to Optionee 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.

      


      15. 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 Optionee and Optionee's heirs, executors,
        administrators, legal representatives, successors and assigns.

      


      16. 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.

      


      17.
         ACCEPTANCE.
        Optionee hereby acknowledges receipt of a copy of the Plan and this Agreement.
        Optionee has read and understands the terms and provisions of the Plan, and
        accepts this Option subject to all the terms and conditions of the Plan and
        this
        Agreement. This Option is subject to, and the Company and the Optionee agree
        to
        be bound by, all of the terms and conditions of the Plan under which this
        Option
        was granted, as the same shall have been amended, restated or otherwise modified
        from time to time in accordance with the terms thereof. Pursuant to said
        Plan,
        the Board of Directors of the Company, or the Committee is vested with final
        authority to interpret and construe the Plan and this Option, and its present
        form is available for inspection during the business hours by the Optionee
        or
        other persons entitled to exercise this Option at the Company's principal
        office. Optionee acknowledges that there may be adverse tax consequences
        upon
        exercise of this Option or disposition of the Shares and that the Company
        has
        advised Optionee to consult a tax advisor prior to such exercise or
        disposition.

      


      18.
         COVENANTS
        OF THE OPTIONEE.
        The
        Optionee agrees (and for any heir, executor, administrator, legal
        representative, successor, or assignee hereby agrees), as a condition upon
        exercise of the Option granted hereunder:

      


      (a)
        Upon
        the request of the Committee, to execute and deliver a certificate, in form
        satisfactory to the Committee, certifying that the Shares being acquired
        upon
        exercise of the Option are for such person's own account for investment only
        and
        not with any view to or present intention to resell or distribute the same.
        The
        Optionee hereby agrees that the Company shall have no obligation to deliver
        the
        Shares issuable upon exercise of the Option unless and until such certificate
        shall be executed and delivered to the Company by the Optionee or any
        successor.

       

      
        
           

        

        
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      (b)
        Upon
        the request of the Committee, to execute and deliver a certificate, in form
        satisfactory to the Committee, certifying that any subsequent resale or
        distribution of the Shares by the Optionee shall be made only pursuant to
        either
        (i) a Registration Statement on an appropriate form under the Securities
        Act of
        1933, as amended (the “Securities Act”), which Registration Statement has become
        effective and is current with regard to the Shares being sold, or (ii) a
        specific exemption from the registration requirements of the Securities Act,
        but
        in claiming such exemption the Optionee shall, prior to any offer of sale
        or
        sale of such Shares, obtain a prior favorable written opinion of counsel,
        in
        form and substance satisfactory to counsel for the Company, as to the
        application of such exemption thereto. The foregoing restriction contained
        in
        this subparagraph (b) shall not apply to (i) issuances by the Company so
        long as
        the Shares being issued are registered under the Securities Act and a prospectus
        in respect thereof is current, or (ii) re-offerings of Shares by Affiliates
        of
        the Company (as defined in Rule 405 or any successor rule or regulation
        promulgated under the Securities Act) if the Shares being re-offered are
        registered under the Securities Act and a prospectus in respect thereof is
        current.

      


      (c)
        That
        certificates evidencing Shares purchased upon exercise of the Option shall
        bear
        a legend, in form satisfactory to counsel for the Company, manifesting the
        investment intent and resale restrictions of the Optionee described in this
        Section.

      


      (d)
        That
        upon exercise of the Option granted hereby, or upon sale of the Shares purchased
        upon exercise of the Option, as the case may be, the Company shall have the
        right to require the Optionee to remit to the Company, or in lieu thereof,
        the
        Company may deduct, an amount of shares or cash sufficient to satisfy federal,
        state or local withholding tax requirements, if any, prior to the delivery
        of
        any certificate for such Shares or thereafter, as appropriate.

      


      19. OBLIGATIONS
        OF THE COMPANY

      


      19.1 Upon
        the
        exercise of this Option in whole or in part, the Company shall cause the
        purchased Shares to be issued only when it shall have received the full payment
        of the aggregate Exercise Price in accordance with the terms of this
        Agreement.

      


      19.2 The
        Company shall cause certificates for the Shares as to which the Option shall
        have been exercised to be registered in the name of the person or persons
        exercising the Option, which certificates shall be delivered by the Company
        to
        the Optionee only against payment of the full Exercise Price in accordance
        with
        the terms of this Agreement for the portion of the Option
        exercised.

      


      19.3 
        In the
        event that the Optionee shall exercise this Option with respect to less than
        all
        of the Shares of Common Stock that may be purchased under the terms hereof,
        the
        Company shall issue to the Optionee a new Option, duly executed by the Company
        and the Optionee, in form and substance identical to this Option, for the
        balance of Shares of Common Stock then issuable pursuant to the terms of
        this
        Option.

      


      19.4 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
        in
        connection with the exercise of this Option, and the Company shall, upon
        exercise of this Option in whole or in part, issue the largest number of
        whole
        Shares of Common Stock to which this Option is entitled upon such full or
        partial exercise and shall return to the Optionee the amount of the aggregate
        Exercise Price paid by the Optionee in respect of any fractional
        Share.

       

      
        
           

        

        
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      19.5 The
        Company may endorse such legend or legends upon the certificates for Shares
        issued to the Optionee pursuant to the Plan and may issue such “stop transfer”
instructions to its transfer agent in respect of such 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; (ii) implement the provisions of the Plan and any agreement
        between the Company and the Optionee with respect to such Shares; or (iii)
        permit the Company to determine the occurrence of a disqualifying disposition,
        as described in Section 421(b) of the Code, of Shares transferred upon exercise
        of an incentive stock option granted pursuant to this Agreement and under
        the
        Plan.

      


      19.6 The
        Company shall pay all issue or transfer taxes with respect to the issuance
        or
        transfer of Shares to the Optionee, as well as all fees and expenses necessarily
        incurred by the Company in connection with such issuance or transfer, except
        fees and expenses which may be necessitated by the filing or amending of
        a
        Registration Statement under the Securities Act, which fees and expenses
        shall
        be borne by the Optionee, unless such Registration Statement under the
        Securities Act has been filed by the Company for its own corporate purposes
        (and
        the Company so states) in which event the Optionee shall bear only such fees
        and
        expenses as are attributable solely to the inclusion of the Shares he or
        she
        receives in the Registration Statement.

      


      19.7 All
        Shares issued following exercise of the Option and the payment of the Exercise
        Price in accordance with the terms of this Agreement therefore shall be fully
        paid and non-assessable to the extent permitted by law. 

       

      20. MISCELLANEOUS

      


      20.1 If
        the
        Optionee loses this Agreement representing the Option granted hereunder,
        or if
        this Agreement is stolen or destroyed, the Company shall, subject to such
        reasonable terms as to indemnity as the Committee, in its sole discretion
        shall
        require, enter into a new option agreement pursuant to which the Company
        shall
        issue a new Option, in form and substance identical to this Option, and in
        substitution for, the Option so lost, stolen or destroyed, and in the event
        this
        Agreement representing the Option shall be mutilated, the Company shall,
        upon
        the surrender hereof, enter into a new option agreement pursuant to which
        the
        Company shall issue a new Option, in form and substance identical to this
        Option, and in substitution for, the Option so mutilated. 

       

      20.2 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 Optionee shall not be deemed a waiver of any other
        right derived hereunder.

       

      
        
           

        

        
          9

          
            

          

        

        
           

        

      

       

      20.3 
        This
        Agreement may be executed in any number of counterparts, but all counterparts
        will together constitute but one agreement. 

      


      20.4 
        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. 

      


      20.5 Any
        dispute regarding the interpretation of this Agreement shall be submitted
        by
        Optionee 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
        Optionee.

      


      20.6 For
        the
        avoidance of doubt, the Target Stock Price shall be subject to adjustment
        as
        described in Section 18.4 of the Plan under the circumstances set forth
        therein.

      


      [Signature
        Page Follows:]

       

      
        
           

        

        
          10

          
            

          

        

        
           

        

         

        IN
          WITNESS WHEREOF,
          the
          Company has caused this Stock Option Agreement to be executed in duplicate
          by
          its duly authorized representative, and Optionee has executed this Agreement
          in
          duplicate, as of the Grant Date.

      

       

      
        	 	STAMFORD INDUSTRIAL GROUP,
                INC.	 
	 	 	 
	 	 	 
	 	By:                                                                     
                        	 
	 	
                Name:

              	 
	 	
                Title:

              	 
	 	 	 
	 	 	 
	 	OPTIONEE:	 
	 	 	 
	 	 	 
	 	                                            
                                                      
                	 
	 	Albert W. Weggeman