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  EXHIBIT 10.1    
    


 UNRESTRICTED STOCK AWARD AGREEMENT  


 UNDER THE HELICOS BIOSCIENCES CORPORATION

2007 STOCK OPTION AND INCENTIVE PLAN  



			
	Name of Grantee:	 	 
	 	 	





  
	No. of Shares:	 	 
	 	 	





  
	Grant Date:	 	 
	 	 	





  
	Final Acceptance Date:	 	 
	 	 	





  






        Pursuant
to the Helicos BioSciences Corporation 2007 Stock Option and Incentive Plan (the "Plan") as amended through the date hereof, Helicos BioSciences Corporation (the "Company")
hereby grants an Unrestricted Stock Award (an "Award") to the Grantee named above. Upon acceptance of this Award, the Grantee shall receive the number of shares of Common Stock, par value $0.001 per
share (the "Stock") of the Company specified above, subject to the terms and conditions set forth herein and in
the Plan. The Company acknowledges the receipt from the Grantee of consideration with respect to the par value of the Stock in the form of cash, past or future services rendered to the Company by the
Grantee or such other form of consideration as is acceptable to the Administrator. 



        1    Acceptance of Award.    The Grantee shall have no rights with respect to this Award unless he or she shall have
accepted this Award prior to the close of business on the Final Acceptance Date specified above by signing and delivering to the Company a copy of this Award Agreement. Upon acceptance of this Award
by the Grantee, the shares of Unrestricted Stock so accepted shall be issued and held by the Company's transfer agent in book entry form, and the Grantee's name shall be entered as the stockholder of
record on the books of the Company. Thereupon, the Grantee shall have all the rights of a stockholder with respect to such shares, including voting and dividend rights. 



        2    Dividends.    Dividends on Shares of Unrestricted Stock shall be paid currently to the Grantee. 


        3    Incorporation of Plan.    Notwithstanding anything herein to the contrary, this Agreement shall be subject to and
governed by all the terms and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement shall have the meaning
specified in the Plan, unless a different meaning is specified herein. 


        4    Transferability.    This Agreement is personal to the Grantee, is non-assignable and is not
transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution. 


        5    Tax Obligations.    The Grantee shall make arrangements for payment of any Federal, state, and local taxes
required by law to be paid on account of this Award. 



        6    No Obligation to Continue Service.    Neither the Company nor any Subsidiary is obligated by or as a result of
the Plan or this Agreement to continue the Grantee in service and neither the Plan nor this Agreement shall interfere in any way with the right of the Company or any Subsidiary to terminate the
service of the Grantee at any time. 


        7    Notices.    Notices hereunder shall be mailed or delivered to the Company at its principal place of business and
shall be mailed or delivered to the Grantee at the address on file with the Company or, 










in
either case, at such other address as one party may subsequently furnish to the other party in writing. 





							
	 	 	HELICOS BIOSCIENCES CORPORATION
	

 	
 	
By:	
 	
 







 
	 	 	 	 	Name:	 	 
	 	 	 	 	Title:	 	 






The
foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned. 





					
	Dated:	 	 	 	 
	 	 	





  	 	





  Grantee's Signature
	

 	
 	
 	
 	
Grantee's name and address:
	

 	
 	
 	
 	






  
	

 	
 	
 	
 	






  














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EXHIBIT 10.1