**Exhibit
      10.35**





**STANFORD
      INDUSTRIAL GROUP, INC.**


**2007
      STOCK INCENTIVE PLAN**


**STOCK
      BONUS AWARD AGREEMENT**





**STOCK
      BONUS AWARD AGREEMENT** (the
“Agreement”) made as of this <<NUMBERDATE>> day of
<<MONTH>>, <<YEAR>>, by and between Stamford Industrial
      Group, Inc., a Delaware corporation, having its principal office at One Landmark
      Square, 22 nd Floor,
      Stamford, Connecticut 06901 (the “Company”), and <<FIRSTNAME>>
<<LASTNAME>>, an individual residing in <<CITYSTATE>>
(the “Employee”). Capitalized terms not defined herein shall have the meanings
      ascribed to them in the Company's 2007 Stock Incentive Plan.





**WHEREAS** ,
      the
      Company has heretofore adopted the Stamford Industrial Group, Inc. 2007 Stock
      Incentive Plan (the “Plan”) for the benefit of certain employees, officers,
      directors, consultants, independent contractors and advisors of the Company
      or
      Subsidiaries of the Company, which Plan has been approved by the Company's
      stockholders; and the Employee is a valued and trusted employee of the Company
      and/or one of its subsidiaries; and





**WHEREAS** ,
      the
      Company believes it to be in the best interests of the Company to secure the
      future services of the Employee by providing the Employee with an inducement
      to
      remain an employee of the Company and/or one of its Subsidiaries through the
      grant of a stock grant in the Company.





**NOW,
      THEREFORE** ,
      the
      parties agree as follows:





1.  **STOCK
      GRANT** .
      Subject
      to the provisions hereinafter set forth and the terms and conditions of the
      Plan, the Company hereby grants to the Employee, as of <<GRANTDATE>>
(the “Grant Date”), a stock Grant, subject to the vesting schedule set forth
      below, of up to an aggregate of <<AMOUNTOFSHARES>> shares (the
“Grant Shares”) of common stock of the Company, par value $.0001 per share (the
“Common Stock”), such number being subject to adjustment as provided in the
      Plan. As more fully described below, the Grant Shares granted hereby are subject
      to forfeiture by the Employee if certain criteria are not
      satisfied.





**2.**  **VESTING.**





(a)  The
      Grant
      Shares shall vest and become non-forfeitable in accordance with the following
      schedule:





VESTING
                DATE
            
            EARNED
                PORTION OF
              GRANT
                SHARES<<VESTINGDATE1>>
            
            <<SHARES1>><<VESTINGDATE2>>
            
            <<SHARES2>><<VESTINGDATE3>>
            
            <<SHARES3>><<VESTINGDATE4>>
            
            <<SHARES4>>





(b)  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.










(c)  Upon
      the
      vesting date the earned portion of the Grant Shares shall be issued to the
      Employee in accordance with the Plan and the terms hereof including Section
      3
      below.





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





(e)  Nothing
      in the Plan or this Agreement shall confer on Employee any right to continue
      in
      the employ of, or other relationship with, the Company or any Subsidiary of
      the
      Company, or limit in any way the right of the Company or any Affiliate or
      Subsidiary of the Company to terminate Employee's employment or other
      relationship at any time, with or without Cause. This Agreement does not
      constitute an employment contract. This Agreement does not guarantee employment
      for the length of time of the Vesting Schedule or for any portion
      thereof.





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





**3.**  **ISSUANCE
      AND WITHHOLDING** .





(a)  Upon
      vesting, the Company shall issue the earned Grant Shares registered in the
      name
      of Employee, Employee's authorized assignee, or Employee's legal representative,
      and shall deliver certificates representing the Grant Shares.





(b)  Subject
      to Section 16 below, prior to the issuance of the Grant Shares, Employee must
      pay or provide for any applicable federal or state withholding obligations
      of
      the Company.





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





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





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





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









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





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





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





**11.**  **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.





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





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





**14.**  **OBLIGATIONS
      OF THE COMPANY**





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





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









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





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





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





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





**17.**  **MISCELLANEOUS**





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





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





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





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











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





**STANFORD
                INDUSTRIAL GROUP, INC.**By:Name:Title:**EMPLOYEE**:<<FirstName>>
                <<LastName>>