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| Date of    Grant:                      | 06/02/2008                                                    |
|----------------------------------------|---------------------------------------------------------------|
|                                   |                                                          |
| Total Number of Shares      Awarded:   | 20,000                                                        |
|                                   |                                                          |
|                                   |                                                          |
| Fair Market Value per      Share:      | $7.115                                                        |
|                                   |                                                          |
| Total Fair Market Value Of      Award: | $142,300.00                                                   |
|                                   |                                                          |
| Vesting      Schedule:                 | The Restricted Shares granted      shall vest in accordance   |
|                                   | with the following schedule,      subject to your continuous  |
|                                   | common-law employment with the      Company or a Sub-         |
|                                   | sidiary: 25% of the Restricted      Shares shall vest on each |
|                                   | of the first, second, third, and      fourth anniversaries of |
|                                   | the Date of Grant of their      award.                        |

|                       |   |   | LaserCard      Corporation |                                          |
|----------------------------|--------|--------|----------------------------|-----------------------------------------------|
|                       |   |   |                       |                                          |   |
| /Robert T.      DeVincenzi |   |   | By                         | /s/Bernard      C. Bailey                     |   |
| Robert T.      DeVincenzi  |   |   |                       | Bernard C. Bailey, Chairman of the      Board |   |
|                       |   |   |                       |                                          |   |
| July 3,2008                |   |   | July 2,2008                |                                          |
| Date                       |   |   | Date                       |                                          |

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| Governing      Terms                  | The      Restriced Stock Award is not granted under the Corporation’s 2004 Equity      Incentive Compensation Plan, as amended (the “Plan”); however, unless      otherwise defined in this Agreement, the definitions contained in Section      2 of the Plan are hereby incorporated by reference.  Since the      Restriced Stock Award is not covered by the S-8 Registration Statement      governing the Plan, the Corporation agrees to prepare and file with the      Securities and Exchange Commission at its expense an S-8 Registration      Statement covering the Restriced Stock Award and the shares of Common      Stock available upon its vesting.                                                                                                                                                                                        |
|---------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| Vesting                               | The      Restricted Shares that you are receiving will vest in installments, as      shown in the Notice of Restricted Stock Award, subject to any applicable      change in control agreement (or other agreement affecting vesting) between      you and the Company. No additional shares will vest after your Service has      terminated for any reason.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| Forfeiture                            | If      your Service terminates for any reason, then your Restriced Shares will be      forfeited to the extent that they have not vested before the termination      date and do not vest as a result of termination.  This means      that the unvested Restricted Shares will immediately revert to the      Company.  You receive no payment for Restricted Shares that are      forfeited. The Company determines when your Service terminates for this      purpose.                                                                                                                                                                                                                                                                                                                                                                                           |
|                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| Leaves      of Absence                | For      purposes of this Award, your Service does not terminate when you go on a      military leave of absence, a sick leave of absence or another bona fide      leave of absence, if the leave of absence was approved by the Company in      writing and if continued crediting of Service is required by the terms of      the leave or by applicable law. Your Service will terminate when the      approved leave of absence ends unless you immediately return to active      work.                                                                                                                                                                                                                                                                                                                                                                                             |
|                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| Unvested      Shares Not Transferable | Except      to the extent permitted by      the Committee, you may not sell, transfer, pledge or otherwie dispose of      unvested Restricted      Shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| Form      of Payment                  | No      payment is required for the Restricted Shares that you are      receiving.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| Stock      Certificates               | The      certificates for the Restricted Shares have stamped on them a special      legend referring to the forfeiture restrictions. In addition to or in lieu      of imposing the legend, the Company may hold the certificates in escrow.      As your vested percentage increases, you may request (at reasonable      intervals) that the Company release to you a non-legended certificate for      your vested shares. Alternatively, at the      election of the Company, and subject to the vesting and other requirements      and limitations described in this Agreement, Restricted Shares may be      recorded in book entry form with the transfer agent, with the book entry while the Restricted Shares are unvested, having an appropriate notation      referring to the forfeiture and non-transferability      conditions.       |

| RSA      Out of Plan  20K DeVincenzi |                                                            | Page 1 of 2 |
|------------------------------------------------|-----------------------------------------------------------------|-------------|
|                                           | LaserCard      CorporationRestricted      Stock Award Agreement |        |

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| Withholding      Taxes and      Stock Withholding | No      stock certificates representing Restricted Shares will be distributed to      you (nor will notations referring to the forfeiture      and      non-transferability conditions be removed from      book entries) unless any withholding taxes that may be due as a result of      this award or the vesting of the Restricted Shares have been paid. By      signing this Agreement, you authorize the Company or your actual employer      to withhold all applicable withholding taxes legally payable by you. The      Company shall withhold Restricted Shares that otherwise would be      distributed to you when they vest to satisfy the withholding obligation,      but not in excess of the number of shares necessary to satisfy the minimum      withholding amount. The Fair Market Value of these shares, determined as      of the date when taxes otherwise would have been withheld in cash, will be      applied to the withholding taxes.   |
|---------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| Restrictions      on and Notice      of Resale    | By      signing this Agreement, you agree not to sell any shares at a time when      applicable laws, Company policies or an agreement between the Company and      its underwriters prohibit a sale. This restriction will apply as long as      you are an employee, consultant or director of the Company or a subsidiary      of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| Retention      Rights                             | Neither      your Award nor this Agreement gives you the right to be retained by the      Company or a subsidiary of the Company in any capacity. The Company and      its subsidiaries reserve the right to terminate your Service at any time,      with or without cause.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| Stockholder      Rights                           | During      the period of time between the date of grant and the date the shares      become vested, you shall have all the rights of a shareholder with respect      to the shares except for the right to transfer the shares, as set forth in      this Agreement.      Accordingly, you shall have the right to vote the shares and to receive      any cash dividends paid with respect to the shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| Adjustments                                       | In      the event of a stock split, a stock dividend or a similar change in      Company stock, the number of shares covered by this Award shall be      adjusted pursuant to the Plan. If the Company is a party to a merger or      other reorganization, this Award will be subject to the agreement of      merger or reorganization, which must provide for the treatment of this      Award as required by Section 12(c) of the Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| Applicable      Law                               | This      Agreement will be interpreted and enforced under the laws of the State of      Delaware (without regard to their choice-of-law    provisions).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| The      Plan and Other Agreements                | For      convenience, the terms of the Plan are incorporated into this Agreement by      reference and shall be definitive as to their subject matter. All      capitalized terms in the Restricted Stock Award Agreement shall have the      meanings assigned to them in the Plan. This Agreement and the Plan      constitute the entire understanding between you and the Company regarding      this Award. Any prior agreements, commitments or negotiations concerning      this Award are superseded. This Agreement may be amended only by another      written agreement, signed by bothparties.                                                                                                                                                                                                                                                                                                                                                                         |

| RSA      Out of Plan  20K DeVincenzi |                                                            | Page 2 of 2 |
|------------------------------------------------|-----------------------------------------------------------------|------------------|
|                                           | LaserCard      CorporationRestricted      Stock Award Agreement |             |