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                                                          EXHIBIT 10(iii)(A)(98)

                        RESTRICTED STOCK AWARD AGREEMENT
                                    UNDER THE
                        NATIONAL SERVICE INDUSTRIES, INC.
                2001 NONEMPLOYEE DIRECTORS' STOCK INCENTIVE PLAN

         THIS AGREEMENT, made and entered into as of the 7th day of January,
2002, by and between NATIONAL SERVICE INDUSTRIES, INC. (the "Company") and
______________________________________________ ("Grantee").

                         W I T N E S S E T H   T H A T:

         WHEREAS, the Company maintains the National Service Industries, Inc.
Nonemployee Directors' Stock Incentive Plan (the "Plan"), and the Board of
Directors has approved the grant of this Restricted Stock Award to Grantee under
the Plan;

         NOW, THEREFORE, IT IS AGREED, by and between the Company and Grantee,
as follows:

         1.       AWARD OF RESTRICTED STOCK

                  1.1 The Company hereby grants to Grantee an award of _______
Shares of restricted stock ("Restricted Stock"), subject to, and in accordance
with, the restrictions, terms, and conditions set forth in this Agreement. The
grant date of this award of Restricted Stock is January 7, 2002 ("Grant Date").

                  1.2 This Agreement shall be construed in accordance with, and
subject to, the provisions of the Plan (the provisions of which are incorporated
herein by reference) and, except as otherwise expressly set forth herein, the
capitalized terms used in this Agreement shall have the same definitions as set
forth in the Plan.

         2.       RESTRICTIONS

                  2.1 Subject to Sections 2.2 and 2.3 below, if Grantee
continues to serve as a director of the Company, Grantee shall become vested in
the Restricted Stock as set forth below on each anniversary of the Grant Date
(each such date shall be a "Vesting Date"), such that on January 7, 2006 ("Final
Vesting Date") all of the Shares of Restricted Stock shall be fully vested:
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<TABLE>
<CAPTION>
                  Date                            Number of Shares Vested
                  ----                            -----------------------
<S>                                               <C>
                  January 7, 2003                    25%  (______ Shares)
                  January 7, 2004                    25%  (______ Shares)
                  January 7, 2005                    25%  (______ Shares)
                  January 7, 2006                    25%  (______ Shares)
</TABLE>

On each Vesting Date, Grantee shall own the Vested Shares of Restricted Stock
free and clear of all restrictions imposed by this Agreement (except those
imposed by Section 3.4 below). The Company shall deliver a certificate(s) for
the Vested Shares of Restricted Stock to Grantee as soon as practical after each
Vesting Date. For purposes of this Agreement, service as a Director of a
Subsidiary of the Company or employment with the Company or a Subsidiary of the
Company shall be considered service as a Director of the Company.

                  2.2 In the event, prior to the Final Vesting Date, (i) Grantee
dies while actively serving as a Director of the Company, or (ii) Grantee's
service as a Director is terminated by reason of Disability or by reason of
retirement on or after age 65, the Restricted Stock shall become fully vested
and nonforfeitable as of the date of Grantee's death, Disability, or retirement.
The Company shall deliver a certificate(s) for the Restricted Stock, free and
clear of any restrictions imposed by this Agreement (except for Section 3.4) to
Grantee (or, in the event of death, Grantee's surviving spouse or, if none, to
Grantee's estate) as soon as practical after Grantee's date of death or
termination of service for Disability or retirement. Except for death,
Disability, or retirement or as provided in Section 2.3, if Grantee resigns as a
Director or if the Company terminates Grantee's service as a Director prior to
the Final Vesting Date, the Restricted Stock shall cease to vest further and
Grantee shall only be entitled to the Restricted Stock that is vested as of
Grantee's date of termination of service.

                  2.3 Notwithstanding the other provisions of this Agreement, in
the event of a Change in Control prior to Grantee's Final Vesting Date, the
Restricted Stock shall become fully vested and nonforfeitable as of the date of
the Change in Control. On the date of the Change in Control, the Company shall
deliver to Grantee a certificate(s) for the Restricted Stock, free and clear of
any restrictions imposed by this Agreement.

                  2.4 The Restricted Stock may not be sold, assigned,
transferred, pledged, or otherwise encumbered prior to the date Grantee becomes
vested in the Restricted Stock.

         3.       STOCK; DIVIDENDS; VOTING

                  3.1 The stock certificate(s) evidencing the Restricted Stock
shall be registered on the Company's books in the name of Grantee as of the
Grant Date. The Company may issue stock certificates or evidence Grantee's
interest by using a book

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entry account. Physical possession or custody of such stock certificates shall
be retained by the Company until such time as the Shares are vested in
accordance with Section 2. The Company reserves the right to place a legend on
the stock certificate(s) restricting the transferability of such certificates
and referring to the terms and conditions (including forfeiture) of this
Agreement and the Plan.

                  3.2 During the period the Restricted Stock is not vested,
Grantee shall be entitled to receive dividends and/or other distributions
declared on such Restricted Stock and Grantee shall be entitled to vote such
Restricted Stock.

                  3.3 In the event of a Change in Capitalization, the number and
class of Shares or other securities that Grantee shall be entitled to, and shall
hold, pursuant to this Agreement shall be appropriately adjusted or changed to
reflect the Change in Capitalization, provided that any such additional Shares
or additional or different shares or securities shall remain subject to the
restrictions in this Agreement.

                  3.4 Grantee represents and warrants that he is acquiring the
Restricted Stock for investment purposes only, and not with a view to
distribution thereof. Grantee is aware that the Restricted Stock may not be
registered under the federal or any state securities laws and that, in addition
to the other restrictions on the Shares, they will not be able to be transferred
unless an exemption from registration is available or the Shares are registered.
By making this award of Restricted Stock, the Company is not undertaking any
obligation to register the Restricted Stock under any federal or state
securities laws.

         4.       NO RIGHT TO CONTINUED SERVICE AS A DIRECTOR

                  Nothing in this Agreement or the Plan shall be interpreted or
construed to confer upon Grantee any right with respect to continuance as a
Director of the Company or any Subsidiary, nor shall this Agreement or the Plan
interfere in any way with the right of the Company or a Subsidiary or their
shareholders to terminate Grantee's service as a Director at any time.

         5.       TAXES AND WITHHOLDING

                  Grantee shall be responsible for all federal, state, and local
income taxes payable with respect to this award of Restricted Stock. Grantee
shall have the right to make such elections under the Internal Revenue Code of
1986, as amended, as are available in connection with this award of Restricted
Stock. The Company and Grantee agree to report the value of the Restricted Stock
in a consistent manner for federal income tax purposes. The Company shall have
the right to retain and withhold from any payment of Restricted Stock the amount
of taxes (if any) required by any government to be withheld or otherwise
deducted and paid with respect to such payment. At its discretion, the Company
may require Grantee to reimburse the Company for any such taxes required

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to be withheld and may withhold any distribution in whole or in part until the
Company is so reimbursed. In lieu thereof, the Company shall have the right to
withhold from any other cash amounts due to Grantee an amount equal to such
taxes required to be withheld or withhold and cancel (in whole or in part) a
number of shares of Restricted Stock having a market value not less than the
amount of such taxes.

         6.       GRANTEE BOUND BY THE PLAN

                  Grantee hereby acknowledges receipt of a copy of the Plan and
the prospectus for the Plan, and agrees to be bound by all the terms and
provisions thereof.

         7.       MODIFICATION OF AGREEMENT

                  This Agreement may be modified, amended, suspended, or
terminated, and any terms or conditions may be waived, but only by a written
instrument executed by the parties hereto.

         8.       SEVERABILITY

                  Should any provision of this Agreement be held by a court of
competent jurisdiction to be unenforceable or invalid for any reason, the
remaining provisions of this Agreement shall not be affected by such holding and
shall continue in full force in accordance with their terms.

         9.       GOVERNING LAW

                  The validity, interpretation, construction, and performance of
this Agreement shall be governed by the laws of the State of Delaware without
giving effect to the conflicts of laws principles thereof.

         10.      SUCCESSORS IN INTEREST

                  This Agreement shall inure to the benefit of, and be binding
upon, the Company and its successors and assigns, whether by merger,
consolidation, reorganization, sale of assets, or otherwise. This Agreement
shall inure to the benefit of Grantee's legal representatives. All obligations
imposed upon Grantee and all rights granted to the Company under this Agreement
shall be final, binding, and conclusive upon Grantee's heirs, executors,
administrators, and successors.

         11.      RESOLUTION OF DISPUTES

                  Any dispute or disagreement which may arise under, or as a
result of, or in any way relate to the interpretation, construction, or
application of this Agreement shall

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be determined by the Board. Any determination made hereunder shall be final,
binding, and conclusive on Grantee and the Company for all purposes.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

                                        NATIONAL SERVICE INDUSTRIES, INC.



                                        By:_____________________________________
                                           Brock A. Hattox, Chairman,
                                           Chief Executive Officer and President




                                        ________________________________________

                                        Name:___________________________________


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