0000720851-06-000030 Sample Contracts

Incentive Stock Option Agreement Granted Under 2004 Stock Incentive Plan
Incentive Stock Option Agreement • May 5th, 2006 • Nestor Inc • Services-prepackaged software

This agreement evidences the grant by Nestor, Inc. a Delaware corporation (the “Company”), on May 5, 2006 (the “Grant Date”) to Teodor Klowan, Jr., an employee of the Company (the “Participant”), of an option to purchase, in whole or in part, on the terms provided herein and in the Company’s 2004 Stock Incentive Plan (the “Plan”), a total of 75,000 shares (the “Shares”) of common stock, $.01 par value per share, of the Company (“Common Stock”) at $3.40 per Share. Unless earlier terminated, this option shall expire at 5:00 p.m., Eastern time, on May 5, 2014 (the “Final Exercise Date”).

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