**Exhibit
      10.36**





**INDEMNIFICATION
      AGREEMENT**





This
      Indemnification Agreement ("Agreement") is made as of ____, 2008 by and between
      Stamford Industrial Group, Inc., a Delaware corporation (the "Company"), and
      ________________________ ("Indemnitee").





RECITALS





WHEREAS,
      it is essential to the Company and its stockholders to attract and retain highly
      qualified and capable directors;





WHEREAS,
      the Certificate of Incorporation of the Company, as amended to date (the
      "Certificate of Incorporation"), and the By-laws of the Company, as amended
      to
      date (the “By-laws”), allow the Company to indemnify and advance expenses to its
      directors;





WHEREAS,
      this Agreement is a supplement to and in furtherance of the Certificate of
      Incorporation and By-laws of the Company and any resolutions adopted pursuant
      thereto and shall not be deemed a substitute therefor, nor to diminish or
      abrogate any rights of Indemnitee thereunder;





WHEREAS,
      in recognition of Indemnitee's need for protection against personal liability
      and in order to induce Indemnitee to serve the Company in an effective manner,
      and to supplement the Company's directors' liability insurance coverage, and,
      in
      part, to provide Indemnitee with specific contractual assurance that the
      protection provided by the Certificate of Incorporation and By-laws will be
      available to Indemnitee (regardless of, among other things, any amendment to
      or
      revocation of the Certificate of Incorporation or By-laws), the Company wishes
      to provide the Indemnitee with the benefits contemplated by this Agreement;
      and





WHEREAS,
      as a result of the provision of such benefits Indemnitee has agreed to serve
      or
      continue to serve the Company as a director;





NOW,
      THEREFORE, in consideration of the premises and the covenants contained herein,
      the Company and Indemnitee do hereby covenant and agree as follows:





**1.**  **Definitions** .
      As used
      in this Agreement:





(a)  " Beneficial
      Owner "
      shall
      have the meaning given to such term in Rule l3d-3 under the Exchange Act;
      provided, however, that Beneficial Owner shall exclude any Person otherwise
      becoming a Beneficial Owner by reason of the stockholders of the Company
      approving a merger of the Company with another entity.





(b)  “ Board ”
or
      “ Board
      of Directors ”
shall
      mean the board of directors of the Company from time to time.









(b)  A
      " Change
      in Control "
      shall
      be deemed to occur upon the earliest to occur after the date of this Agreement
      of any of the following events:





(i)  Acquisition
      of Stock by Third Party .
      Any
      Person (as defined below) is or becomes the Beneficial Owner (as defined below),
      directly or indirectly, of securities of the Company representing thirty percent
      (30%) or more of the combined voting power of the Company's then outstanding
      securities;





(ii)  Change
      in Board of Directors .
      During
      any period of two (2) consecutive years (not including any period prior to
      the
      execution of this Agreement), individuals who at the beginning of such period
      constitute the Board, and any new director (other than a director designated
      by
      a person who has entered into an agreement with the Company to effect a
      transaction described in Sections 1(b)(i), 1(b)(iii) or 1(b)(iv)) whose election
      by the Board or nomination for election by the Company's stockholders was
      approved by a vote of at least two-thirds of the directors then still in office
      who either were directors at the beginning of the period or whose election
      or
      nomination for election was previously so approved, cease for any reason to
      constitute a least a majority of the members of the Board;





(iii)  Corporate
      Transactions .
      The
      effective date of a merger or consolidation of the Company with any other
      entity, other than a merger or consolidation which would result in the voting
      securities of the Company outstanding immediately prior to such merger or
      consolidation continuing to represent (either by remaining outstanding or by
      being converted into voting securities of the surviving entity) more than 66.67%
      of the combined voting power of the voting securities of the surviving entity
      outstanding immediately after such merger or consolidation and with the power
      to
      elect at least a majority of the board of directors or other governing body
      of
      such surviving entity;





(iv)  Liquidation .
      The
      approval by the stockholders of the Company of a complete liquidation of the
      Company or an agreement or series of agreements for the sale or disposition
      by
      the Company of all or substantially all of the Company's assets;
      and





(v)  Other
      Events .
      There
      occurs any other event of a nature that would be required to be reported in
      response to Item 6(e) of Schedule 14A of Regulation 14A (or a response to any
      similar item on any similar schedule or form) promulgated under the Exchange
      Act
      (as defined below), whether or not the Company is then subject to such reporting
      requirement.





(c)  " Corporate
      Status "
      describes the status of a person who is or was a director of the Company or
      who
      was or is a director, officer, trustee, general partner, managing member,
      fiduciary, employee or agent of any other Enterprise (as defined below) which
      such person is or was serving at the request of the Company.





(d)  “ DGCL ”
means
      the General Corporation Law of the State of Delaware, as in effect from time
      to
      time.





(e)  " Disinterested
      Director "
      means a
      director of the Company who is not and was not a party to the Proceeding in
      respect of which indemnification is sought by Indemnitee.




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(f)  " Enterprise "
      shall
      mean the Company and any other corporation, limited liability company,
      partnership, joint venture, trust, employee benefit plan or other enterprise
      or
      entity of which Indemnitee is or was serving at the request of the Company
      as a
      director, officer, trustee, general partner, managing member, fiduciary,
      employee or agent.





(g)  " Exchange
      Act "
      shall
      mean the Securities Exchange Act of 1934, as amended.





(h)  " Expenses "
      shall
      include all reasonable attorneys' fees, retainers, court costs, transcript
      costs, fees of experts, witness fees, travel expenses, duplicating costs,
      printing and binding costs, telephone charges, postage, delivery service fees,
      and all other disbursements, costs, or expenses of the types customarily
      incurred in connection with prosecuting, defending, preparing to prosecute
      or
      defend, investigating, being or preparing to be a witness in, or otherwise
      participating in, a Proceeding. Expenses also shall include Expenses incurred
      in
      connection with any appeal resulting from any Proceeding, including without
      limitation the premium, security for, and other costs relating to any cost
      bond,
      supersedes bond, or other appeal bond or its equivalent. Expenses, however,
      shall not include amounts paid in settlement by Indemnitee or the amount of
      judgments or fines against Indemnitee.





(i)  " Independent
      Counsel "
      means a
      law firm, or a member of a law firm, that is experienced in matters of
      corporation law and neither presently is, nor in the past five years has been,
      retained to represent: (i) the Company or Indemnitee in any matter material
      to
      either such party (other than with respect to matters concerning the Indemnitee
      under this Agreement, or of other indemnitees under similar indemnification
      agreements), or (ii) any other party to the Proceeding giving rise to a claim
      for indemnification hereunder. Notwithstanding the foregoing, the term
      "Independent Counsel" shall not include any person who, under the applicable
      standards of professional conduct then prevailing, would have a conflict of
      interest in representing either the Company or Indemnitee in an action to
      determine Indemnitee's rights under this Agreement. The Company agrees to pay
      the reasonable fees and expenses of the Independent Counsel referred to above
      and to fully indemnify such counsel against any and all Expenses, claims,
      liabilities and damages arising out of or relating to this Agreement or its
      engagement pursuant hereto.





(j)  “ Loss ”
means
      all judgments, fines, penalties, damages, liabilities, claims, and amounts
      paid
      in settlement (including all interest, assessments and other charges paid or
      payable in connection with or in respect of such judgments, fines, penalties,
      damages, liabilities, claims, and amounts paid in settlement).





(k)  Reference
      to " other
      enterprise "
      shall
      include employee benefit plans; references to " fines "
      shall
      include any excise tax assessed with respect to any employee benefit plan;
      references to " serving
      at the request of the Company "
      shall
      include any service as a director of the Company which imposes duties on, or
      involves services by, such director with respect to an employee benefit plan,
      its participants or beneficiaries; and a person who acted in good faith and
      in a
      manner he reasonably believed to be in the best interests of the participants
      and beneficiaries of an employee benefit plan shall be deemed to have acted
      in a
      manner "not opposed to the best interests of the Company" as referred to in
      this
      Agreement.




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(k)  A
      “ Potential
      Change in Control ”
shall
      occur if the Company (a) enters into an agreement, the consummation of which
      would result in the occurrence of a Change in Control or (b) the Board of
      Directors adopts a resolution to the effect that, for purposes of this
      Agreement, a potential Change in Control has occurred.





(l)  " Person "
      shall
      have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act;
      provided, however, that Person shall exclude (i) the Company and any of its
      direct and indirect subsidiaries, (ii) any trustee or other fiduciary holding
      securities under an employee benefit plan of the Company, and (iii) any
      corporation owned, directly or indirectly, by the stockholders of the Company
      in
      substantially the same proportions as their ownership of stock of the
      Company.





(m)  The
      term
      " Proceeding "
      shall
      include any threatened, pending or completed action, suit, arbitration,
      alternate dispute resolution mechanism, investigation, inquiry, administrative
      hearing or any other actual, threatened or completed proceeding, whether brought
      in the right of the Company or otherwise and whether of a civil, criminal,
      administrative or investigative nature, in which Indemnitee was, is or will
      be
      involved as a party or otherwise by reason of the fact that Indemnitee is or
      was
      a director of the Company, by reason of any action taken (or failure to act)
      by
      him or of any action (or failure to act) on his part while acting as director
      of
      the Company, or by reason of the fact that he is or was serving at the request
      of the Company as a director, officer, trustee, general partner, managing
      member, fiduciary, employee or agent of any other Enterprise, in each case
      whether or not serving in such capacity at the time any liability or expense
      is
      incurred for which indemnification, reimbursement, or advancement of expenses
      can be provided under this Agreement.





**2.**  **Indemnity
      In Third-Party Proceedings** .
      The
      Company shall indemnify Indemnitee, his executors and administrators in
      accordance with the provisions of this Section 2 if Indemnitee is, or is
      threatened to be made, a party to or a participant (as a witness or otherwise)
      in any Proceeding, other than a Proceeding by or in the right of the Company
      to
      procure a judgment in its favor. Pursuant to this Section 2, Indemnitee shall
      be
      indemnified against all Expenses and Losses incurred by Indemnitee or on his
      behalf in connection with such Proceeding or any claim, issue or matter therein,
      if Indemnitee acted in good faith and in a manner he reasonably believed to
      be
      in or not opposed to the best interests of the Company and, in the case of
      a
      criminal action or proceeding had no reasonable cause to believe that his
      conduct was unlawful.





**3.**  **Indemnity
      In Proceedings By Or In The Right Of The Company** .
      The
      Company shall indemnify Indemnitee, his executors and administrators in
      accordance with the provisions of this Section 3 if Indemnitee is, or is
      threatened to be made, a party to or a participant (as a witness or otherwise)
      in any Proceeding by or in the right of the Company to procure a judgment in
      its
      favor. Pursuant to this Section 3, Indemnitee shall be indemnified against
      all
      Expenses incurred by him or on his behalf in connection with such Proceeding
      or
      any claim, issue or matter therein, if Indemnitee acted in good faith and in
      a
      manner he reasonably believed to be in or not opposed to the best interests
      of
      the Company. No indemnification for Expenses shall be made under this Section
      3
      in respect of any claim, issue or matter as to which Indemnitee shall have
      been
      finally adjudged by a court to be liable to the Company, unless and only to
      the
      extent that any court in which the Proceeding was brought or the Delaware Court
      of Chancery shall determine upon application that, despite the adjudication
      of
      liability but in view of all the circumstances of the case, Indemnitee is fairly
      and reasonably entitled to indemnification for such Expenses which the Delaware
      Court of Chancery or such other court shall deem proper.




4




**4.**  **Indemnification
      For Expenses Of A Witness** .
      Notwithstanding any other provision of this Agreement, to the extent that
      Indemnitee is, by reason of his Corporate Status, a witness in any Proceeding
      to
      which Indemnitee is not a party, he shall be indemnified against all Expenses
      incurred by him or on his behalf in connection therewith.





**5.**  **Additional
      Indemnification** .





(a)  Notwithstanding
      any limitation in Sections 2 or 3, the Company shall indemnify Indemnitee to
      the
      fullest extent permitted by law if Indemnitee is a party to or threatened to
      be
      made a party to any Proceeding (including a Proceeding by or in the right of
      the
      Company to procure a judgment in its favor) against all Expenses and Losses
      incurred by Indemnitee in connection with the Proceeding. No indemnity shall
      be
      made under this Section 5(a) on account of Indemnitee's conduct which
      constitutes a breach of Indemnitee's duty of loyalty to the Company or its
      stockholders or is an act or omission not in good faith or which involves
      intentional misconduct or a knowing violation of the law.





(b)  For
      purposes of Section 5(a), the meaning of the phrase "to the fullest extent
      permitted by law" shall include, but not be limited to:





(i)  to
      the
      fullest extent permitted by the provision of the DGCL that authorizes or
      contemplates additional indemnification by agreement, or the corresponding
      provision of any amendment to or replacement of the DGCL, and





(ii)
      to
      the fullest extent authorized or permitted by any amendments to or replacements
      of the DGCL adopted after the date of this Agreement that increase the extent
      to
      which a corporation may indemnify its directors.





**6.**  **Exclusions** .
      Notwithstanding any provision in this Agreement, the Company shall not be
      obligated under this Agreement to make any indemnity in connection with any
      claim made against Indemnitee:





(a)  for
      which
      payment has actually been received by or on behalf of Indemnitee under any
      insurance policy or other indemnity provision, except with respect to any excess
      beyond the amount actually received under any insurance policy or other
      indemnity provision;





(b)  for
      an
      accounting of profits made from the purchase and sale (or sale and purchase)
      by
      Indemnitee of securities of the Company within the meaning of Section 16(b)
      of
      the Exchange Act or similar provisions of state statutory law or common law;
      or





(c)  for
      any
      Loss which the Company is prohibited by applicable law from paying as indemnity
      or for any other reason.





5


**7.**  **Advances
      Of Expenses; Defense Of Claim** ; **Settlement**





(a)  Notwithstanding
      any provision of this Agreement to the contrary, the Company shall advance
      the
      Expenses incurred by Indemnitee in connection with any Proceeding within ten
      (10) days after the receipt by the Company of a statement or statements
      requesting such advances from time to time, whether prior to or after final
      disposition of any Proceeding. Advances shall be unsecured and interest free.
      Advances shall be made without regard to Indemnitee's ability to repay the
      expenses and without regard to Indemnitee's ultimate entitlement to
      indemnification under the other provisions of this Agreement. Advances shall
      include any and all Expenses incurred pursuing an action to enforce this right
      of advancement, including Expenses incurred preparing and forwarding statements
      to the Company to support the advances claimed. The Indemnitee shall qualify
      for
      advances solely upon the execution and delivery to the Company of an undertaking
      providing that the Indemnitee undertakes to repay the advance to the extent
      that
      it is ultimately determined that Indemnitee is not entitled to be indemnified
      by
      the Company. This Section 7(a) shall not apply to any claim made by Indemnitee
      for which indemnity is excluded pursuant to Section 6.





(b)  In
      the
      event the Company shall be obligated hereunder to provide indemnification for
      Expenses or Losses, or shall be required to make an advance in accordance with
      Section 7(a) hereof, the Company, if appropriate, shall be entitled to assume
      the defense of such Proceeding, with counsel reasonably satisfactory to
      Indemnitee, upon the delivery to Indemnitee of reasonable written notice of
      its
      election to do so. After delivery of such notice, the Company will not be liable
      to Indemnitee under this Agreement for any legal or other Expenses subsequently
      incurred by Indemnitee in connection with such defense other than reasonable
      Expenses of investigation; provided  that Indemnitee shall have the right to employ its counsel in such Proceeding but
      the
      Expenses of such counsel incurred after delivery of notice from the Company
      of
      its assumption of such defense shall be at the Indemnitee's expense; provided  further that if:
      (i) the employment of counsel by Indemnitee has been previously authorized
      by
      the Company, (ii) Indemnitee shall have reasonably concluded that there will
      be
      a conflict of interest between the Company and Indemnitee in the conduct of
      any
      such defense, or (iii) the Company shall not, in fact, have employed counsel
      to
      assume the defense of such action or having employed counsel, such counsel
      is
      not diligently prosecuting a defense on behalf of the Indemnitee, the Expenses
      of counsel employed by the Indeminitee shall be at the expense of the
      Company.





(c)  The
      Company shall not settle any action, claim or Proceeding (in whole or in part)
      which would impose any Expense, Loss, or limitation on the Indemnitee without
      the Indemnitee’s prior written consent, and no settlement of any Proceeding
      shall be entered into unless, if applicable, in the Indemnitee’s discretion,
      such settlement includes, as an unconditional term thereof, the delivery by
      the
      claimant or plaintiff in such Proceeding to Indemnitee of a duly executed
      written release of Indemnitee from all liability or obligation in respect of
      such Proceeding, which release shall be reasonably satisfactory in form and
      substance to Indemnitee and Indemnitee’s counsel. The Company shall have no
      obligation to indemnify Indemnitee under this Agreement for any amounts paid
      in
      settlement of any Proceeding effected without the Company’s prior written
      consent, which consent shall not be unreasonably withheld, conditioned, or
      delayed.




6




**8.**  **Procedure
      For Notification And Application For Indemnification** .





(a)  Within
      forty-five (45) days after the actual receipt by Indemnitee of notice that
      he or
      she is a party to or a participant (as a witness or otherwise) in any
      Proceeding, Indemnitee shall submit to the Company a written notice identifying
      the Proceeding. The omission by the Indemnitee to notify the Company will not
      relieve the Company from any liability which it may have to Indemnitee (i)
      otherwise than under this Agreement, and (ii) under this Agreement only to
      the
      extent the Company can establish that such omission to notify resulted in actual
      prejudice to the Company.





(b)  Indemnitee
      shall thereafter deliver to the Company a written application to indemnify
      Indemnitee in accordance with this Agreement. Such application(s) may be
      delivered from time to time and at such time(s) as Indemnitee deems appropriate
      in his or her sole discretion. Following such a written application for
      indemnification by Indemnitee, the Indemnitee's entitlement to indemnification
      shall be determined according to Section 9(a) of this Agreement.





**9.**  **Procedure
      Upon Application For Indemnification** .





(a)  Upon
      written request by Indemnitee for indemnification pursuant to Section 8(b),
      a
      determination, if required by law, with respect to Indemnitee’s entitlement to
      indemnification hereunder shall be made (i) by a majority vote of the
      Disinterested Directors, even though less than a quorum of the Board, or if
      there are no Disinterested Directors by a majority vote of the Board or (ii)
      if
      so requested by the Indemnitee in his or her sole discretion, by Independent
      Counsel in a written opinion to the Board and the Indemnitee, which shall
      supersede any determination made by the Board. If (i) it is so determined that
      Indemnitee is entitled to indemnification or (ii) a determination is not
      required by applicable law, payment to Indemnitee shall be made within ten
      (10)
      days after such determination. Indemnitee shall reasonably cooperate with the
      person, persons or entity making such determination with respect to Indemnitee's
      entitlement to indemnification, including providing to such person, persons
      or
      entity upon reasonable advance request any documentation or information which
      is
      not privileged or otherwise protected from disclosure and which is reasonably
      available to Indemnitee and reasonably necessary to such determination. Any
      Expenses incurred by Indemnitee in so cooperating with the person, persons
      or
      entity making such determination shall be borne by the Company (irrespective
      of
      the determination as to Indemnitee's entitlement to indemnification) and the
      Company hereby indemnifies and agrees to hold Indemnitee harmless
      therefrom.




7




(b)  In
      the
      event the determination of entitlement to indemnification is to be made by
      Independent Counsel pursuant to Section 9(a) hereof, the Independent Counsel
      shall be selected as provided in this Section 9(b). If a Change in Control
      shall
      not have occurred, the Independent Counsel shall be selected by the Board of
      Directors, and the Company shall give written notice to Indemnitee advising
      him
      of the identity of the Independent Counsel so selected. If a Change in Control
      shall have occurred, the Independent Counsel shall be selected by Indemnitee
      (unless Indemnitee shall request that such selection be made by the Board of
      Directors, in which event the preceding sentence shall apply), and Indemnitee
      shall give written notice to the Company advising it of the identity of the
      Independent Counsel so selected. In either event, Indemnitee or the Company,
      as
      the case may be, may, within 10 days after such written notice of selection
      shall have been received, deliver to the Company or to Indemnitee, as the case
      may be, a written objection to such selection; provided , however ,
      that
      such objection may be asserted only on the ground that the Independent Counsel
      so selected does not meet the requirements of "Independent Counsel" as defined
      in Section 1 of this Agreement, and the objection shall set forth with
      particularity the factual basis of such assertion. Absent a proper and timely
      objection, the person so selected shall act as Independent Counsel. If such
      written objection is so made and substantiated, the Independent Counsel so
      selected may not serve as Independent Counsel unless and until such objection
      is
      withdrawn or a court of competent jurisdiction has determined that such
      objection is without merit. If, within 20 days after submission by Indemnitee
      of
      a written request for indemnification pursuant to Section 8(b) hereof, no
      Independent Counsel shall have been selected and not objected to, either the
      Company or Indemnitee may petition a court of competent jurisdiction for
      resolution of any objection which shall have been made by the Company or
      Indemnitee to the other's selection of Independent Counsel and/or for the
      appointment as Independent Counsel of a person selected by the Court or by
      such
      other person as the Court shall designate, and the person with respect to whom
      all objections are so resolved or the person so appointed shall act as
      Independent Counsel under Section 9(a) hereof. Upon the due commencement of
      any
      judicial proceeding or arbitration pursuant to Section 12(a) of this Agreement,
      Independent Counsel shall be discharged and relieved of any further
      responsibility in such capacity (subject to the applicable standards of
      professional conduct then prevailing).





(c)  The
      Company agrees to pay the reasonable fees of Independent Counsel and to fully
      indemnify such Independent Counsel against any and all Expenses and Losses
      arising out of or relating to this Agreement or its engagement pursuant
      hereto.





**10.**  **Establishment
      Of Trust** .
      In the
      event of a Potential Change in Control or Change of Control, the Company shall,
      upon written request by Indemnitee, create a trust (the "Trust") for the benefit
      of Indemnitee and from time to time upon written request of Indemnitee shall
      fund the Trust in an amount sufficient, in the reasonable opinion of the Board
      or the Independent Counsel, as the case may be, to satisfy any and all Losses
      and Expenses which are actually paid or which Indemnitee reasonably determines
      from time to time may be payable by the Company under this Agreement. The terms
      of the Trust shall provide that upon a Change in Control: (i) the Trust shall
      not be revoked or the principal thereof invaded without the written consent
      of
      Indemnitee; (ii) the trustee of the Trust shall advance, within 20 days of
      a
      request by Indemnitee, any and all Expenses to Indemnitee (and Indemnitee hereby
      agrees to reimburse the Trust under the circumstances under which Indemnitee
      would be required to reimburse the Company under Section 7(a) of this
      Agreement); (iii) the Company shall continue to fund the Trust from time to
      time
      in accordance with the funding obligations set forth above; (iv) the trustee
      of
      the Trust shall promptly pay to Indemnitee all Expenses and Losses for which
      Indemnitee shall be entitled to indemnification pursuant to this Agreement;
      and
      (v) all unexpended funds in the Trust shall revert to the Company upon a final
      determination by a court of competent jurisdiction in a final decision from
      which there is no further right of appeal that Indemnitee has been fully
      indemnified under the terms of this Agreement. The trustee of the Trust shall
      be
      chosen by Indemnitee and shall be approved by the Company, which approval shall
      not be unreasonably withheld, conditioned, or delayed.




8




**11.**  **Presumptions
      And Effect Of Certain Proceedings** .





(a)  In
      making
      a determination with respect to entitlement to indemnification hereunder, the
      person or persons or entity making such determination shall presume that
      Indemnitee is entitled to indemnification under this Agreement if Indemnitee
      has
      submitted a request for indemnification in accordance with Section 8(b) of
      this
      Agreement, and the Company shall have the burden of proof to overcome that
      presumption in connection with the making by any person, persons or entity
      of
      any determination contrary to that presumption. Neither the failure of the
      Company (including by its directors or Independent Counsel) to have made a
      determination prior to the commencement of any action pursuant to this Agreement
      that indemnification is proper in the circumstances because Indemnitee has
      met
      the applicable standard of conduct, nor an actual determination by the Company
      (including by its directors or Independent Counsel) that Indemnitee has not
      met
      such applicable standard of conduct, shall be a defense to the action or create
      a presumption that Indemnitee has not met the applicable standard of
      conduct.





(b)  If
      the
      person, persons or entity empowered or selected under Section 9 of this
      Agreement to determine whether Indemnitee is entitled to indemnification shall
      not have made a determination within thirty (30) days after receipt by the
      Company of the request therefor, the requisite determination of entitlement
      to
      indemnification shall be deemed to have been made and Indemnitee shall be
      entitled to such indemnification, absent a prohibition of such indemnification
      under applicable law; provided, however, that such 30-day period may be extended
      for a reasonable time, not to exceed an additional fifteen (15) days, if the
      person, persons or entity making the determination with respect to entitlement
      to indemnification in good faith requires such additional time for the obtaining
      or evaluating of documentation and/or information relating thereto.





(c)  The
      termination of any Proceeding or of any claim, issue or matter therein, by
      judgment, order, settlement or conviction, or upon a plea of nolo contendere
      or
      its equivalent, shall not of itself adversely affect the right of Indemnitee
      to
      indemnification or create a presumption that Indemnitee did not act in good
      faith and in a manner which the Indemnitee reasonably believed to be in or
      not
      opposed to the best interests of the Company or, with respect to any criminal
      Proceeding, that Indemnitee had reasonable cause to believe that the
      Indemnitee’s conduct was unlawful.





(d)  For
      purposes of any determination of good faith, Indemnitee shall be deemed to
      have
      acted in good faith if Indemnitee's action is based on the records or books
      of
      account of the Enterprise, including financial statements, or on information
      supplied to Indemnitee by the officers of the Enterprise in the course of their
      duties, or on the advice of legal counsel for the Enterprise or on information
      or records given or reports made to the Enterprise by an independent certified
      public accountant or by an appraiser or other expert selected by the Enterprise.
      The provisions of this Section 11(d) shall not be deemed to be exclusive or
      to
      limit in any way the other circumstances in which the Indemnitee may be deemed
      or found to have met the applicable standard of conduct set forth in this
      Agreement.





(e)  The
      knowledge and/or actions, or failure to act, of any other director, trustee,
      partner, managing member, fiduciary, officer, agent or employee of the
      Enterprise shall not be imputed to Indemnitee for purposes of determining the
      right to indemnification under this Agreement.




9




**12.**  **Remedies
      Of Indemnitee** .





(a)  In
      the
      event that (i) a determination is made pursuant to Section 9 of this Agreement
      that Indemnitee is not entitled to indemnification under this Agreement, (ii)
      advancement of Expenses is not timely made pursuant to Section 7 of this
      Agreement, (iii) no determination of entitlement to indemnification shall have
      been made pursuant to Section 9(a) of this Agreement within forty-five (45)
      days
      after receipt by the Company of the request for indemnification, (iv) payment
      of
      indemnification is not made pursuant to Section 4 or 5 or the last sentence
      of
      Section 9(a) of this Agreement within ten (10) days after receipt by the Company
      of a written request therefor, or (v) payment of indemnification pursuant to
      Section 2 or 3 of this Agreement is not made within ten (10) days after a
      determination has been made that Indemnitee is entitled to indemnification,
      Indemnitee shall be entitled to an adjudication by a court of his entitlement
      to
      such indemnification or advancement of Expenses. Alternatively, Indemnitee,
      at
      his option, may seek an award in arbitration to be conducted by a single
      arbitrator pursuant to the Commercial Arbitration Rules of the American
      Arbitration Association. The Company shall not oppose Indemnitee's right to
      seek
      any such adjudication or award in arbitration.





(b)  In
      the
      event that a determination shall have been made pursuant to Section 9(a) of
      this
      Agreement that Indemnitee is not entitled to indemnification, any judicial
      proceeding or arbitration commenced pursuant to this Section 12 shall be
      conducted in all respects as a de novo trial, or arbitration, on the merits
      and
      Indemnitee shall not be prejudiced by reason of that adverse determination.
      In
      any judicial proceeding or arbitration commenced pursuant to this Section 12
      the
      Company shall have the burden of proving Indemnitee is not entitled to
      indemnification or advancement of Expenses, as the case may be, and the Company
      may not refer to or introduce into evidence any determination pursuant to
      Section 9(a) of this Agreement adverse to Indemnitee for any purpose. If
      Indemnitee commences a judicial proceeding or arbitration pursuant to this
      Section 12, Indemnitee shall not be required to reimburse the Company for any
      advances pursuant to Section 7 until a final determination is made with respect
      to Indemnitee's entitlement to indemnification (as to which all rights of appeal
      have been exhausted or lapsed).





(c)  If
      a
      determination shall have been made pursuant to Section 9(a) of this Agreement
      that Indemnitee is entitled to indemnification, the Company shall be bound
      by
      such determination in any judicial proceeding or arbitration commenced pursuant
      to this Section 12, absent a prohibition of such indemnification under
      applicable law.





(d)  In
      the
      event that Indemnitee, pursuant to this Section 12, seeks a judicial
      adjudication of or an award in arbitration to enforce his rights under, or
      to
      recover damages for breach of, this Agreement, Indemnitee shall be entitled
      to
      recover from the Company, and shall be indemnified by the Company against,
      any
      and all Expenses incurred by him in such judicial adjudication or arbitration.
      If it shall be determined in said judicial adjudication or arbitration that
      Indemnitee is entitled to receive part but not all of the indemnification or
      advancement of Expenses sought, the Indemnitee shall be entitled to recover
      from
      the Company, and shall be indemnified by the Company against, any and all
      Expenses incurred by Indemnitee in connection with such judicial adjudication
      or
      arbitration.




10




(e)  The
      Company shall be precluded from asserting in any judicial proceeding or
      arbitration commenced pursuant to this Section 12 that the procedures and
      presumptions of this Agreement are not valid, binding and enforceable and shall
      stipulate in any such court or before any such arbitrator that the Company
      is
      bound by all the provisions of this Agreement.





(f)  The
      Company shall indemnify Indemnitee to the fullest extent permitted by law
      against all Expenses and, if requested by Indemnitee, shall (within ten (10)
      days after the Company's receipt of such written request) advance such Expenses
      to Indemnitee, which are incurred by Indemnitee in connection with any judicial
      proceeding or arbitration brought by Indemnitee for (i) indemnification or
      advances of Expenses by the Company under this Agreement or any other agreement
      or provision of the Company's Certificate of Incorporation or By-laws now or
      hereafter in effect or (ii) recovery or advances under any insurance policy
      maintained by any person for the benefit of Indemnitee, regardless of whether
      Indemnitee ultimately is determined to be entitled to such indemnification,
      advance or insurance recovery, as the case maybe.





**13.**  **Non-Exclusivity;
      Survival of Rights; Insurance; Subrogation** .





(a)  The
      rights of indemnification and to receive advancement of Expenses as provided
      by
      this Agreement shall not be deemed exclusive of any other rights to which
      Indemnitee may at any time be entitled under applicable law, the Company's
      Certificate of Incorporation, the Company's By-laws, any agreement, a vote
      of
      stockholders or a resolution of directors, or otherwise. No amendment,
      alteration or repeal of this Agreement or of any provision hereof shall limit
      or
      restrict any right of Indemnitee under this Agreement in respect of any action
      taken or omitted by such Indemnitee in his Corporate Status prior to such
      amendment, alteration or repeal. To the extent that a change in Delaware law,
      whether by statute or judicial decision, permits greater indemnification or
      advancement of Expenses than would be afforded currently under the Company's
      By-laws and this Agreement, it is the intent of the parties hereto that
      Indemnitee shall enjoy by this Agreement the greater benefits so afforded by
      such change. No right or remedy herein conferred is intended to be exclusive
      of
      any other right or remedy, and every other right and remedy shall be cumulative
      and in addition to every other right and remedy given hereunder or now or
      hereafter existing at law or in equity or otherwise. The assertion or employment
      of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
      assertion or employment of any other right or remedy.





(b)  To
      the
      extent that the Company maintains an insurance policy or policies providing
      liability insurance for directors of the Company or of any other Enterprise
      which such person serves at the request of the Company, Indemnitee shall be
      covered by such policy or policies in accordance with its or their terms to
      the
      maximum extent of the coverage available for any such director under such policy
      or policies. If, at the time the Company receives notice from any source of
      a
      Proceeding as to which Indemnitee is a party or a participant (as a witness
      or
      otherwise), the Company has director liability insurance in effect, the Company
      shall give prompt notice of such Proceeding to the insurers in accordance with
      the procedures set forth in the respective policies. The Company shall
      thereafter take all necessary or desirable action to cause such insurers to
      pay,
      on behalf of the Indemnitee, all amounts payable as a result of such Proceeding
      in accordance with the terms of such policies.




11




(c)  In
      the
      event of any payment under this Agreement, the Company shall be subrogated
      to
      the extent of such payment to all of the rights of recovery of Indemnitee,
      who
      shall execute all papers required and take all action necessary to secure such
      rights, including execution of such documents as are necessary to enable the
      Company to bring suit to enforce such rights.





(d)  The
      Company shall not be liable under this Agreement to make any payment of amounts
      otherwise indemnifiable (or for which advancement is provided hereunder)
      hereunder if and to the extent that Indemnitee has otherwise actually received
      such payment under any insurance policy, contract, agreement or
      otherwise.





(e)  The
      Company's obligation to indemnify or advance Expenses hereunder to Indemnitee
      who is or was serving at the request of the Company as a director, officer,
      trustee, partner, managing member, fiduciary, employee or agent of any other
      Enterprise, shall be reduced by any amount Indemnitee has actually received
      as
      indemnification or advancement of expenses from such Enterprise.





**14.**  **Duration
      Of Agreement** .
      This
      Agreement shall continue until and terminate upon the later of: (a) ten (10)
      years after the date that Indemnitee shall have ceased to serve as a director
      of
      the Company or as a director, officer, trustee, partner, managing member,
      fiduciary, employee or agent of any other Enterprise which Indemnitee served
      at
      the request of the Company; or (b) one (1) year after the final termination
      of
      any Proceeding (including any rights of appeal thereto) then pending, or
      reasonably related to, or arising out of the same facts of, any Proceeding
      then
      pending, in respect of which Indemnitee is granted rights of indemnification
      or
      advancement of Expenses hereunder and of any proceeding commenced by Indemnitee
      pursuant to Section 12 of this Agreement relating thereto (including any rights
      of appeal of any Section 12 Proceeding).





**15.**  **Severability** .
      If any
      provision or provisions of this Agreement shall be held to be invalid, illegal
      or unenforceable for any reason whatsoever: (a) the validity, legality and
      enforceability of the remaining provisions of this Agreement (including without
      limitation, each portion of any Section of this Agreement containing any such
      provision held to be invalid, illegal or unenforceable, that is not itself
      invalid, illegal or unenforceable) shall not in any way be affected or impaired
      thereby and shall remain enforceable to the fullest extent permitted by law;
      (b)
      such provision or provisions shall be deemed reformed to the extent necessary
      to
      conform to applicable law and to give the maximum effect to the intent of the
      parties hereto; and (c) to the fullest extent possible, the provisions of this
      Agreement (including, without limitation, each portion of any Section of this
      Agreement containing any such provision held to be invalid, illegal or
      unenforceable, that is not itself invalid, illegal or unenforceable) shall
      be
      construed so as to give effect to the intent manifested thereby.





**16.**  **Enforcement
      And Binding Effect** .





(a)  The
      Company expressly confirms and agrees that it has entered into this Agreement
      and assumed the obligations imposed on it hereby in order to induce Indemnitee
      to serve as a director of the Company, and the Company acknowledges that
      Indemnitee is relying upon this Agreement in serving as a director of the
      Company.




12




(b)  This
      Agreement constitutes the entire agreement between the parties hereto with
      respect to the subject matter hereof and supersedes all prior agreements and
      understandings, oral, written and implied, between the parties hereto with
      respect to the subject matter hereof.





(c)  The
      indemnification and advancement of expenses provided by, or granted pursuant
      to
      this Agreement shall continue as to a person who has ceased to be a director
      and
      shall inure to the benefit of the heirs, executors and administrators of such
      a
      person.





**17.**  **Modification
      And Waiver** .
      No
      supplement, modification or amendment of this Agreement shall be binding unless
      executed in writing by the parties hereto. No waiver of any of the provisions
      of
      this Agreement shall be deemed or shall constitute a waiver of any other
      provisions of this Agreement nor shall any waiver constitute a continuing
      waiver.





**18.**  **Notice
      By Indemnitee** .
      Indemnitee agrees promptly to notify the Company in writing upon being served
      with any summons, citation, subpoena, complaint, indictment, information or
      other document relating to any Proceeding or matter which may be subject to
      indemnification or advancement of Expenses covered hereunder. The failure of
      Indemnitee to so notify the Company shall not relieve the Company of any
      obligation which it may have to the Indemnitee under this Agreement or
      otherwise.





**19.**  **Notices** .
      All
      notices, requests, demands and other communications under this Agreement shall
      be in writing and shall be deemed to have been duly given (a) if delivered
      by
      hand and receipted for by the party to whom said notice or other communication
      shall have been directed, or (b) mailed by certified or registered mail with
      postage prepaid, on the third business day after the date on which it is so
      mailed:





(a)  If
      to
      Indemnitee, at the address indicated on the signature page of this Agreement,
      or
      such other address as Indemnitee shall provide in writing to the
      Company.





(b)  If
      to the
      Company to:





Stamford
      Industrial Group, Inc.


One
      Landmark Square


Stamford,
      Connecticut 06901


Attention:
      Al Weggeman, President and Chief Executive Officer




13




With
      a
      copy to:





Kane
      Kessler, P.C.


1350
      Avenue of the Americas


New
      York,
      New York 10019


Attention:
      Robert L. Lawrence, Esq .




or
      to any
      other address as may have been furnished to Indemnitee in writing by the
      Company.





**20.**  **Contribution** .
      To the
      fullest extent permissible under applicable law, if the indemnification provided
      for in this Agreement is unavailable to Indemnitee for any reason whatsoever,
      the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount
      incurred by Indemnitee, whether for Expenses or Losses, in connection with
      any
      claim relating to an indemnifiable event under this Agreement, in such
      proportion as is deemed fair and reasonable in light of all of the circumstances
      of such Proceeding in order to reflect (i) the relative benefits received by
      the
      Company and Indemnitee as a result of the event(s) and/or transaction(s) giving
      cause to such Proceeding; and/or (ii) the relative fault of the Company (and
      its
      directors, officers, employees and agents) and Indemnitee in connection with
      such event(s) and/or transaction(s).





**21.**  **Applicable
      Law And Consent To Jurisdiction** .
      This
      Agreement and the legal relations among the parties shall be governed by, and
      construed and enforced in accordance with, the laws of the State of Delaware,
      without regard to its conflict of laws rules. Except with respect to any
      arbitration commenced by Indemnitee pursuant to Section 12(a) of this Agreement,
      the Company and Indemnitee hereby irrevocably and unconditionally (i) agree
      that
      any action or proceeding arising out of or in connection with this Agreement
      shall be brought only in the Chancery Court of the State of Delaware (the
      "Delaware Court"), and not in any other state or federal court in the United
      States of America or any court in any other country, (ii) consent to submit
      to
      the exclusive jurisdiction of the Delaware Court for purposes of any action
      or
      proceeding arising out of or in connection with this Agreement, (iii) waive
      any
      objection to the laying of venue of any such action or proceeding in the
      Delaware Court, and (iv) waive, and agree not to plead or to make, any claim
      that any such action or proceeding brought in the Delaware Court has been
      brought in an improper or inconvenient forum.





**22.**  **Identical
      Counterparts** .
      This
      Agreement may be executed in one or more counterparts, each of which shall
      for
      all purposes be deemed to be an original but all of which together shall
      constitute one and the same Agreement. Only one such counterpart signed by
      the
      party against whom enforceability is sought needs to be produced to evidence
      the
      existence of this Agreement.





**23.**  **Miscellaneous** .
      Use of
      the masculine pronoun shall be deemed to include usage of the feminine pronoun
      where appropriate. The headings of the paragraphs of this Agreement are inserted
      for convenience only and shall not be deemed to constitute part of this
      Agreement or to affect the construction thereof.




14


IN
      WITNESS WHEREOF, the parties have caused this Agreement to be signed as of
      the
      day and year first above written.





STAMFORD
              INDUSTRIAL GROUP, INC.By:Name:Title:Indemnitee:Name:Address:




15