STAMFORD
      INDUSTRIAL GROUP, INC.

    2007
      STOCK INCENTIVE PLAN

    STOCK
      OPTION AGREEMENT

    JONATHAN
      LABARRE

    


    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 Jonathan LaBarre, an individual
      residing at 53 Elizabeth Drive, Southington, CT 06489 (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, under the Company's 1999 Equity
      Incentive Plan, a stock option award of 250,000 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 $2.56, 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 250,000 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 41,666 Shares shall be immediately vested upon the Grant
      Date.

    


    5.2 Options
      to purchase 41,667 Shares shall vest on December 1, 2008, provided,
      however,
      that if
      there shall be a Change-of-Control Event which shall become effective prior
      to
      the Expiration Date, then the aforesaid Options not then vested shall vest
      in
      full immediately prior to the effective time of the Change-of-Control
      Event.

    


    5.3 Options
      to purchase 41,667 Shares shall vest on December 1, 2009, provided,
      however,
      that if
      there shall be a Change-of-Control Event which shall become effective prior
      to
      the Expiration Date, then the aforesaid Options not then vested shall vest
      in
      full immediately prior to the effective time of the Change-of-Control
      Event.

    


    5.4 (a)
      Options to purchase 125,000 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 defined in the Plan) 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");

            


    

     

    
      
        
        

      

      
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    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 5.4(a)
      above.

    


    (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.

    


    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.

     

    
      
        
        

      

      
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    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.

    


    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.

     

    
      
        
        

      

      
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    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. 

    


    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.

     

    
      
        
        

      

      
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    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.

    


    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. 

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    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.

    


    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.

    


    .6 In
      the
      event of a stock dividend, stock split or reverse stock split or other similar
      change in the capital structure of the Company, the Target Stock Price shall
      be
      proportionately adjusted to reasonably preserve the economic provisions and
      effects of the Target Stock Price. By way of example: (i) if the Company
      authorizes a 2-for-1 stock split, or if the Company declares and pays a 100%
      stock dividend, the Target Stock Price would be reduced to $2.56 per share;
      and
      (ii) if the Company authorizes a 1-for-4 reverse stock split, the Target
      Stock Price would be increased to $20.48 per share.

    


    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:	 
	 	 	 
	 	 	 
	 	                                            
                                                      
                	 
	 	
                Jonathan
                  LaBarre