Exhibit 10.35

Network Engines, Inc.

Incentive Stock Option Agreement
Granted Under 2009 Incentive Plan

1.             Grant of Option .

This agreement evidences the grant by Network Engines, Inc., a Delaware corporation (the “Company”), on           , 20     (the “Grant Date”) to                  , 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 2009 Incentive Plan (the “Plan”), a total of                    shares (the “Shares”) of common stock, $0.01 par value per share, of the Company (“Common Stock”) at $           per Share. Unless earlier terminated, this option shall expire at 5:00 p.m., Eastern time, on                (the “Final Exercise Date”).

It is intended that the option evidenced by this agreement shall be an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the “Code”).  Except as otherwise indicated by the context, the term “Participant”, as used in this option, shall be deemed to include any person who acquires the right to exercise this option validly under its terms.

2.             Vesting Schedule .

This option will become exercisable (“vest”) as to [25% of the original number of Shares on the first anniversary of the employment start date and as to an additional 6.25% of the original number of Shares at the end of each successive three-month period following the first anniversary of the employment start date until the fourth anniversary of the employment start date] [6.25% of the original number of Shares at the end of each successive three-month period following the Grant Date until the fourth anniversary of the Grant Date].  This option shall expire upon, and will not be exercisable after, the Final Exercise Date.

The right of exercise shall be cumulative so that to the extent the option is not exercised in any period to the maximum extent permissible it shall continue to be exercisable, in whole or in part, with respect to all Shares for which it is vested until the earlier of the Final Exercise Date or the termination of this option under Section 3 hereof or the Plan.

3.             Exercise of Option .

(a)           Form of Exercise .  Each election to exercise this option shall be delivered in the manner or in the form directed by the Company, and accompanied by payment in full in the manner provided in the Plan.  The Participant may purchase less than the number of shares covered hereby, provided that no partial exercise of this option may be for any fractional share.

(b)           Continuous Relationship with the Company Required .  Except as otherwise provided in this Section 3, this option may not be exercised unless the Participant, at the time he or she exercises this option, is, and has been at all times since the Grant Date, an employee or officer of, or consultant or advisor to, the Company or any parent or subsidiary of the Company as defined in Section 424(e) or (f) of the Code (an “Eligible Participant”).

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