Exhibit 10.19 

This Option has not been registered under the Securities Act of 1933, as amended, or any applicable state securities laws, and may not be sold or transferred unless such sale or transfer is in accordance with the registration requirementsof such Act and applicable laws or some other exemption from the registration requirements of such Act and applicable laws is available with respect thereto. This Option is also subject to the transfer restrictions set forth herein. 

**NON-STATUTORY INCENTIVE STOCK OPTION AGREEMENT**

THIS OPTION GRANT AGREEMENT (the “Agreement”), dated as of May 30, 2008 (the “Grant Date”), is entered into between API NANOTRONICS CORP., a Delaware corporation (the “Company”), andMARTIN MOSKOVITS (the “Option-holder”). 

**WHEREAS,** the Option-holder is an employee of the Company; 

**WHEREAS,** the Company desires to afford the Option-holder an opportunity to purchase shares of common stock (“Common Stock”) in theCompany as provided in this Agreement, effective as of the Grant Date; and 

**WHEREAS,** the Board of Directors of the Company hasapproved the issuance of this option to Option-holder. 

**NOW, THEREFORE,** in consideration of the premises and the mutual covenantsset forth in this Agreement and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto have agreed, and do hereby agree, as follows: 

**1. Issuance.**

This option is issued by the Company as of the Grant Date. 

**2. Grant of Option, Option Price and Term.**

(a) Grant. Subject to the terms and conditions of this Agreement, the Company hereby grants to the Option-holder, as a matter of separate agreement and not in lieu of salary or any other compensation for services, the right andoption (“Option”) to purchase five hundred thousand (500,000) shares of Common Stock of the Company (“Option Shares”). This Option is intended to be neither an “incentive stock option” as defined inSection 422 of the Internal Revenue Code of 1986, as amended (the “Code”), nor an option granted pursuant to an “employee stock purchase plan” as defined in Section 423 of the Code. 

(b) Option Price. For each of the Option Shares purchased, upon purchase thereof the Option-holder shall pay to the Company $0.1005 (the“Option Price”) which the parties agree represents an amount not less than the fair market value of the Option Shares on the Grant Date. Accordingly, the aggregate Option Price to purchase all of the Option Shares subject to the Optiongranted hereunder is $50,250 (the “Aggregate Option Price”). 

(c) No Fractional Shares. The Company shall not be required to issue any fractional Option Shareshereunder. The fair market value of any fractional Option Shares to be issued to the Option-holder upon exercise of an Option issued under this Agreement shall be paid by the Company to the Option-holder in cash. 

(d) Option Term. The term of the Option granted hereunder shall be a period of five (5) years from March 15, 2006 (the “OptionPeriod”). The termination of the Option Period shall result in the termination and cancellation of such Option. In no event shall the Option be exercisable at any time after the expiration of the Option Period. 

**3. Vesting.**

The Options granted herein areimmediately vested. 

**4. Exercise of Option**. 

a) Exercise for Cash

The vested portion of this Option may be exercised, in whole at any time or inpart from time to time, commencing May 30, 2008, and prior to 5:00 P.M., P.S.T., on March 14, 2011, by the Option-holder by the surrender of this Option (with the subscription form at the end hereof duly executed) to the Company at itsprincipal office, together with proper payment of the Option Price times the number of shares of Common Stock to be received. Payment for Option Shares shall be made by certified or official bank check payable to the order of the Company or ifapplicable, without cash pursuant to a cashless net exercise. If this Option is exercised in part, this Option must be exercised for a number of whole shares of the Common Stock, and the Option-holder is entitled to receive a new Option covering theOption Shares which have not been exercised. Upon such surrender of this Option the Company will (a) issue a certificate or certificates in the name of the Option-holder for the largest number of whole shares of the Common Stock to which theOption-holder shall be entitled and, if this Option is exercised in whole, in lieu of any fractional share of the Common Stock to which the Option-holder shall be entitled, pay to the Option-holder cash in an amount equal to the fair value of suchfractional share (determined in such reasonable manner as the Board of Directors of the Company shall determine), and (b) deliver the other securities and properties receivable upon the exercise of this Option, or the proportionate part thereofif this Option is exercised in part, pursuant to the provisions of this Option. 

 

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b) Cashless Net Exercise

At the Company’s option, in lieu of exercising this Option in the manner set forth in paragraph 4(a) above, this Option may be exercised, in whole orin part, by surrender of the Option without payment of any other consideration, commission or remuneration, by execution of the cashless exercise subscription form (at the end hereof, duly executed). The number of shares to be issued in exchange forthe Option will be computed by subtracting the Option Exercise Price from either (i) the last sale price of the Common Stock on the date of receipt of the cashless exercise subscription form, or (ii) the most recent negotiated value usedin connection with any sale of the Company’s securities or in connection with any business combination involving the Company, and multiplying that amount by the number of shares represented by the Option, and dividing by the last sale price asof the same date. If this Option is exercised in whole, in lieu of any fractional share of the Common Stock to which the Option-holder shall be entitled, the Company shall pay to the Option-holder cash in an amount equal to the fair value of suchfractional share (determined in such reasonable manner as the Board of Directors of the Company shall determine). If this Option is exercised in part, this Option must be exercised for a number of whole shares of the Common Stock, and theOption-holder is entitled to receive a new Option covering the Option Shares which have not been exercised. 

**5. Reservation of Option Shares**.

The Company agrees that, prior to the expiration of this Option, the Company will at all times have authorized and in reserve, and willkeep available, solely for issuance or delivery upon the exercise of this Option, the shares of the Common Stock and other securities and properties as from time to time shall be receivable upon the exercise of this Option, free and clear of allrestrictions on sale or transfer (except for applicable state or federal securities laws restrictions) and free and clear of all pre-emptive rights. 

**6.Anti-Dilution Provisions**. 

a) If, at any time or from time to time after the date of this Option, the Company shall issue ordistribute (for no consideration) to the holders of shares of Common Stock evidences of its indebtedness, any other securities of the Company or any cash, property or other assets (excluding a subdivision, combination or reclassification, ordividend or distribution payable in shares of Common Stock, referred to in Subsection 6(b), and also excluding cash dividends or cash distributions paid out of net profits legally available therefor if the full amount thereof, together with thevalue of other dividends and distributions made substantially concurrently therewith or pursuant to a plan which includes payment thereof, is equivalent to not more than 5% of the Company’s net worth) (any such non-excluded event being hereincalled a “Special Dividend”), the Option Price shall be adjusted by multiplying the Option Price then in effect by a fraction, the numerator of which shall be the then current market price of the Common Stock (defined as the average forthe ten consecutive business days immediately prior to the record date of the daily closing price of the Common Stock as reported by the principal exchange or 

 

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market on which the Common Stock is listed) less the fair market value (as determined by the Company’s Board of Directors) of the evidences ofindebtedness, securities or property, or other assets issued or distributed in such Special Dividend applicable to one share of Common Stock and the denominator of which shall be such then current market price per share of Common Stock. Anadjustment made pursuant to this Subsection 6(a) shall become effective immediately after the record date of any such Special Dividend. 

b)In case the Company shall hereafter (i) pay a dividend or make a distribution on its capital stock in shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine itsoutstanding shares of Common Stock into a smaller number of shares or (iv) issue by reclassification of its Common Stock any shares of capital stock of the Company, the Option Price shall be adjusted so that the Option-holder of this Optionupon the exercise hereof shall be entitled to receive the number of shares of Common Stock or other capital stock of the Company which he would have owned had he exercised his Options immediately prior thereto. An adjustment made pursuant to thisSubsection 6(b) shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or recapitalization. If, asa result of an adjustment made pursuant to this Subsection 6(b), the Option-holder of any Option thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and othercapital stock of the Company, the Board of Directors (whose determination shall be conclusive and shall be described in a written notice to the Option-holder of any Option promptly after such adjustment) shall reasonably determine the allocation ofthe adjusted Option Price between or among shares of such classes or capital stock or shares of Common Stock and other capital stock. 

c) Incase of any capital reorganization or reclassification, or any consolidation or merger to which the Company is a party other than a merger or consolidation in which the Company is the continuing corporation, or in case of any sale or conveyance toanother entity of the property of the Company as an entirety or substantially as an entirety, or in the case of any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a thirdcorporation into the Company), the Option-holder of this Option shall have the right thereafter to convert such Option into the kind and amount of securities, cash or other property which he would have owned or have been entitled to receiveimmediately after such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance had this Option been converted immediately prior to the effective date of such reorganization, reclassification, consolidation,merger, statutory exchange, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application of the provisions set forth in this Section 6 with respect to the rights and interests thereafter of theOption-holder to the end that the provisions set forth in this Section 6 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or be, in relation to anyshares of stock or other securities or property thereafter deliverable on the conversion 

 

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of this Option. The above provisions of this Subsection 6(c) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers,statutory exchanges, sales or conveyances. The issuer of any shares of stock or other securities or property thereafter deliverable on the conversion of this Option shall be responsible for all of the agreements and obligations of the Companyhereunder. Notice of any such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and of said provisions so proposed to be made, shall be mailed to the Option-holders of the Options not less than 10 daysprior to such event. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. 

d) Notwithstanding anything herein to the contrary, the Company may, in its sole discretion, accelerate the timing of the exercise provisions of thisOption in the event of (i) the adoption of a plan of merger or consolidation under which all the shares of capital stock of the Company would be eliminated, (ii) a sale of all or substantially all of the Company’s assets or shares ofcapital stock, or (iii) a change of control wherein the stockholders of the Company immediately prior to the transaction own less than 50% of the outstanding stock of the Company immediately after the transaction. Alternatively, the Companymay, in its sole discretion, cancel all or any portion of this Option upon any of the foregoing events and provide for the payment to the Option-holder in cash of an amount equal to the difference between the Option Price and the price of a share ofCommon Stock, as determined in good faith by the Board of Directors of the Company, at the close of business on the date of such event, multiplied by the number of shares of Common Stock subject to this Option that are so canceled. 

e) Upon the dissolution or liquidation of the Company other than in connection with a transaction to which another provision or provisions of thisSection 6 is/are applicable, this Option shall terminate and become null and void; provided, however, that if the rights of the Option-holder under this Option has not otherwise terminated and expired, the Option-holder shall have the rightimmediately prior to such dissolution or liquidation to exercise the vested portion of this Option to the extent that the right to purchase shares under this Option has become exercisable as of the date immediately prior to such dissolution orliquidation. 

f) No adjustment in the Option Exercise Price shall be required unless such adjustment would require an increase or decreaseof at least $0.05 per share of Common Stock; provided, however, that any adjustments which by reason of this Subsection 6(f) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; provided further,however, that adjustments shall be required and made in accordance with the provisions of this Section 6 (other than this Subsection 6(f)) not later than such time as may be required in order to preserve the tax-free nature of the issuance tothe Option-holder of this Option. All calculations under this Section 6 shall be made to the nearest cent. Anything in this Section 6 to the contrary notwithstanding, the Company shall be entitled to make such reductions in the OptionPrice, in addition to those required by this Section 6, as it in its discretion shall deem to be advisable in order that any stock dividend, subdivision of shares or distribution of rights to purchase stock or securities convertible orexchangeable for stock hereafter made by the Company to its shareholders shall not be taxable. 

 

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g) Whenever the Option Price is adjusted as provided in this Section 6 and upon any modification ofthe rights of the Option-holder in accordance with this Section 6, the Board of Directors of the Company shall prepare a certificate setting forth the Option Price and the number of Option Shares after such adjustment or the effect of suchmodification, a brief statement of the facts requiring such adjustment or modification and the manner of computing the same and cause copies of such certificate to be mailed to the Option-holder. 

h) If the Board of Directors of the Company shall declare any dividend or other distribution with respect to the Common Stock, other than a cashdistribution out of earned surplus, the Company shall mail notice thereof to the Option-holder not less than 10 days prior to the record date fixed for determining shareholders entitled to participate in such dividend or other distribution.

**7. Fully Paid Stock, Taxes.**

The Company agrees that the shares of the Common Stock represented by each and every certificate for Option Shares delivered on the exercise of this Option shall, at the time of such delivery, be validly issued and outstanding, fully paidand nonassessable, and not subject to pre-emptive rights, and the Company will take all such actions as may be necessary to assure that the par value or stated value, if any, per share of the Common Stock is at all times equal to or less than thethen Option Price. The Company further covenants and agrees that it will pay, when due and payable, any and all Federal and state stamp, original issue or similar taxes which may be payable in respect of the issue of any Option Share or certificatetherefor. 

**8. Transferability.**

Subject to compliance with federal and applicable state securities laws and the provisions of Section 14, the Option-holder may, prior to exercise or expiration thereof, surrender such Option at the principal office of the Company fortransfer or exchange. Within a reasonable time after notice to the Company from a registered Option-holder of its intention to make such exchange and without expense (other than transfer taxes, if any) to such registered Option-holder, the Companyshall issue in exchange therefor another Option or Options, in such denominations as requested by the registered Option-holder, for the same aggregate number of Option Shares so surrendered and containing the same provisions and subject to the sameterms and conditions as the Option(s) so surrendered. The Company may treat as the registered Option-holder of this Option as his or its name appears on the Company’s books at any time as the Option-holder for all purposes. All Options issuedupon the transfer or assignment of this Option will be dated the same date as this Option, and all rights of the transferee Option-holder thereof shall be identical to those of the original Option-holder. 

 

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**9. Loss, etc., of Option.**

Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Option, and of indemnity reasonably satisfactory to the Company, if lost, stolen or destroyed, and uponsurrender and cancellation of this Option, if mutilated, the Company shall execute and deliver to the Option-holder a new Option of like date, tenor and denomination. 

**10. Option-holder Not Shareholder.**

Except as otherwise provided herein, this Option does notconfer upon the Option-holder any right to vote or to consent to or receive notice as a shareholder of the Company, as such, in respect of any matters whatsoever, or any other rights or liabilities as a shareholder, prior to the exercise hereof.

**11. Communication.**

Any noticeor other communication shall be effective and shall be deemed to have been given if, the same is in writing, (i) and is personally delivered, (ii) five days after such written material is mailed by first-class mail, postage prepaid, or(iii) one day after such written material is sent by a nationally recognized overnight courier, addressed to: 

 
 a)the Company at 505 University Avenue, Suite 1400, Toronto, Ontario Canada M5G 1X3. Attn: Chairman or such other address as the Company has designated in writing to theOption-holder; or 
 
 b)the Option-holder at 1431 Portesuello, Santa Barbara, CA 93105, or such other address as the Option-holder has designated in writing to the Company. 
**12. No Disclosure Rights.**

None of the Companyor any of its affiliates shall have a duty or obligation to affirmatively disclose to the Option-holder or a representative of Option-holder, and the Option-holder or a representative shall have no right to be advised of, any material informationregarding the Company or any of its affiliates at any time prior to, upon or in connection with the exercise of an Option or the Company’s purchase of Option Shares in accordance with the terms of this Agreement. 

**13. Headings.**

The headings of this Optionhave been inserted as a matter of convenience and shall not affect the construction hereof. 

 

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**14. Withholding.**

The Option-holder acknowledges that, upon any exercise of this Option, the Company shall have the right to require the Option-holder to pay to the Company an amount equal to the amount the Company is required towithhold as a result of such exercise for federal and state income tax purposes. 

**15. Applicable Law.**

This Option shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the principles of conflictsof law thereof. 

**16. Securities Law Compliance.**

The exercise of all or any parts of this Option shall only be effective at such time as counsel to the Company shall have determined that the issuance and delivery of Common Stock pursuant to such exercise will notviolate any state or federal securities or other laws. The Option-holder may be required by the Company, as a condition of the effectiveness of any exercise of this Option, to agree in writing that all Common Stock to be acquired pursuant to suchexercise shall be held, until such time that such Common Stock is registered or exempt from registration and freely tradable under applicable state and federal securities laws, for Option-holder’s own account without a view to any furtherdistribution thereof, that the certificates for such Option Shares shall bear an appropriate legend to that effect and that such Option Shares will be not transferred or disposed of except in compliance with applicable state and federal securitieslaws. 

**17. Nontransferability.**

Except as otherwise agreed to by the Company, during the lifetime of Option-holder, this Option shall be exercisable only by Option-holder or by the Option-holder’s guardian or other legal representative, and shall not be assignable ortransferable by Option-holder, in whole or in part, other than by will or by the laws of descent and distribution. Notwithstanding any other Section of this Agreement, any such attempted sale, assignment, conveyance, gift, pledge, hypothecation ortransfer shall be null and void and shall nullify such Option immediately. 

**18. Scope of Agreement.**

This Agreement shall bind and inure to the benefit of the Company and its successors and assigns and Option-holder and any successor or successors ofOption-holder permitted by Section 17 above. 

**19. Market-Stand-Off Agreement.**

The Option-holder agrees (and the Option-holder shall cause any holder of the Option Shares who receives his or her Option Shares pursuant to a privatetransfer from the Option-holder to agree) that the Option-holder shall not sell or otherwise transfer or dispose of any Option Shares held by such Option-holder (other than any Option Shares concurrently being 

 

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registered) for 180 days or such other period specified by the underwriters of the Option Shares, or other class of securities of the Company beingregistered, not to exceed twelve months following the effective date of a registration statement of the Company filed under the Securities Act, excluding Form S-8 and Form S-4 and other non-applicable forms. The Option-holder shall enter into suchwritten agreement(s) as shall be requested by the Company which are consistent with the foregoing or which are necessary to given effect thereto. 

**20.Changes in Company’s Capital or Organizational Structure.**

The existence of the Option shall not affect in any way the rightor authority of the Company or its members to make or authorize any or all adjustments, recapitalizations, reclassifications, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation ofthe Company, or any class of interests in the Company or affecting the Option Shares or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other act orproceeding, whether of a similar character or otherwise. 

**21. Entire Agreement.**

This Agreement constitutes the entire obligation of the parties hereto with respect to the subject matter of this Agreement and shall supersede any priorexpressions of intent or understanding with respect to such subject matter. 

**22. Amendment.**

Any amendment to this Agreement shall be in writing and signed on behalf of the Company, and if required pursuant to this Agreement, by Option-holder.

**23. Waiver; Cumulative Rights.**

The failure or delay of either party hereto to require performance by the other party of any provision hereof shall not affect its right to require performance of such provision unless and until such performance has been waived in writing.Each and every right hereunder is cumulative and may be exercised in part or in whole from time to time. 

**24. Counterparts.**

This Agreement may be signed in two (2) counterparts, each of which shall be an original, but both of which shall constitute but one and the sameinstrument. 

 

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**25. Headings, Gender and Number.**

The headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. Commonnouns and pronouns shall be deemed to refer to the masculine, feminine, neuter, singular and plural, as the context so requires. 

**26.Severability.**

If any one or more of the provisions of this Agreement shall be held by a court or arbitration tribunal ofcompetent jurisdiction or other authority to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby; such court,arbitration tribunal or other authority is hereby authorized and directed to modify or amend the invalid, illegal or unenforceable provision to the minimum extent necessary to render it valid and enforceable and to achieve as fully as lawful theintention of the parties in agreeing to such provision, and such provision, as so modified or amended, shall be valid and binding upon the parties. 

**27.Amendment and Restatement.**This Agreement amends and restates the Non-Statutory Option Agreement between the Company and the Option-holder dated as of March 15, 2006. 

**IN WITNESS WHEREOF,** the Company has caused this Agreement to be duly executed by an officer thereunto duly authorized, and the Option-holder hashereunto set his hand, all as of the day and year first above written. 

 
**API NANOTRONICS CORP.**a Delaware corporationBy: 
/s/ Stephen Pudles
Its: 
CEO
**OPTION-HOLDER:**By: 
/s/ Martin Moskovits
 Martin Moskovits
 

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