EXHIBIT
      10.1 

    


    RESTRICTED
      STOCK AWARD AGREEMENT

    


    ACIES
      CORPORATION

    


    RESTRICTED
      STOCK AWARD AGREEMENT


    


    This
      Restricted Stock Award Agreement (the “Agreement”)
      is
      made as of the 1st day of February, 2006 (“Date
      of Award”),
      between Acies Corporation, a Nevada corporation (the “Company”),
      and
      Jeffrey A. Tischler (the “Awardee”).

    


    WHEREAS,
      the Company desires to award the Awardee a restricted stock award with respect
      to shares of the Company’s common stock, par value $0.001 per share (the
“Common
      Stock”),
      as
      hereinafter provided;

    


    NOW,
      THEREFORE, in consideration of the mutual covenants hereinafter set forth and
      for other good and valuable consideration, the parties hereto have agreed,
      and
      do hereby agree, as follows:

    


    1. Grant.
      A
      restricted stock award (“Award”) of 1,650,000 shares (“Award
      Shares”)
      of
      Common Stock is hereby granted by the Company to the Awardee subject to the
      following terms and conditions.

    


    2. Transfer
      Restrictions.
      Subject
      to Section 3 below, none of the Award Shares shall be sold, assigned, pledged
      or
      otherwise transferred, voluntarily or involuntarily, by the Awardee. Award
      Shares with respect to which the restrictions set forth in Section 3 of this
      Agreement have lapsed are referred to herein as “Vested
      Shares”.
      For
      purposes of this Agreement, the term “Shares”
shall
      refer to both Award Shares and Vested Shares.

    


    3. Release
      of Restrictions.
      

    


    (a) The
      restrictions set forth in Section 2 above shall lapse with respect to 50% of
      the
      Award Shares on the Date of Award and with respect to the remaining 50% of
      the
      Award Shares on the annual anniversary date of the Date of Award such that
      all
      restrictions set forth in Section 2 above with respect to the Award Shares
      shall
      have lapsed on the first anniversary of the Date of Award; provided,
      however,
      that
      the Award Shares shall, to the extent that the restrictions of Section 2 have
      not lapsed, be forfeited to the Company upon the date that the Awardee no longer
      has an employment or service relationship with the Company (or any Related
      Company) unless such employment or service relationship has terminated due
      to
      the death or Disability of the Awardee. For purposes of this Agreement, the
      term
“Disability”
shall
      mean a mental or physical impairment of the Awardee that is expected to result
      in death or that has lasted or is expected to last for a continuous period
      of 12
      months or more and that causes the Awardee to be unable, in the opinion of
      the
      Company, to perform his or her duties for the Company or a Related Company
      and
      to be engaged in any substantial gainful activity; and the term “Related
      Company”
shall
      mean any entity that, directly or indirectly, is in control of or is controlled
      by the Company.

    


    (b) The
      restrictions set forth in Section 2 above with respect to the Award Shares,
      to
      the extent they have not lapsed in accordance with subsection (a) of this
      Section 3 and to the extent not related to shares which previously have been
      forfeited to the Company, also shall lapse upon the consummation of a Corporate
      Transaction. 

    


    For
      purposes of the foregoing, a “Corporate
      Transaction”
means
      the consummation of either:

    


    (i) a
      merger
      or consolidation of the Company with or into any other corporation, entity
      or
      person; or

     


    
      
        
        

      

      
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    (ii) a
      sale,
      lease, exchange or other transfer in one transaction or a series of related
      transactions of all or substantially all the Company’s outstanding securities or
      all or substantially all the Company’s assets. 

     

    Notwithstanding
      the foregoing, a Corporate Transaction shall not include a Related Party
      Transaction. A “Related
      Party Transaction”
means
      (A) a merger or consolidation of the Company in which the holders of shares
      of
      Common Stock immediately prior to the merger hold at least a majority of the
      shares of Common Stock in the successor corporation (or any parent of such
      successor corporation) immediately after the merger; (B) a sale, lease, exchange
      or other transaction in one transaction or a series of related transactions
      of
      all or substantially all the Company’s assets to a wholly-owned subsidiary
      corporation; (C) a mere reincorporation of the Company or change in its state
      of
      incorporation; or (D) a transaction undertaken for the sole purpose of creating
      a holding company that will be owned in substantially the same proportion by
      the
      persons who held the Company’s securities immediately before such
      transaction.

    


    4. Effect
      of Prohibited Transfer.
      The
      Company shall not be required to (a) transfer on its books any Shares that
      have been sold or transferred in violation of any of the provisions set forth
      in
      this Agreement, or (b) treat as owner of such Shares or to pay dividends or
      other distributions to any transferee to whom any such Shares shall have been
      so
      sold or transferred.

     

    5. Restrictive
      Legend.
      All
      certificates representing Vested Shares shall have affixed thereto a legend
      in
      substantially the following form, in addition to any other legends that may
      be
      required under federal or state securities laws:

     

    The
      shares of stock represented by this certificate are subject to restrictions
      on
      transfer and a market stand-off agreement set forth in a certain Restricted
      Stock Award Agreement between the corporation and the registered owner of this
      certificate (or his predecessor in interest), and no transfer of such shares
      may
      be made without compliance with that Agreement. A copy of that Agreement is
      available for inspection at the office of Acies Corporation upon appropriate
      request and without charge.

    


    The
      securities represented by this stock certificate have not been registered under
      the Securities Act of 1933 (the “Act”)
      or
      applicable state securities laws (the “State
      Acts”),
      and
      shall not be sold, pledged, hypothecated, donated, or otherwise transferred
      (whether or not for consideration) by the holder except upon the issuance to
      the
      corporation of a favorable opinion of its counsel and/or submission to the
      corporation of such other evidence as may be satisfactory to counsel for the
      corporation, to the effect that any such transfer shall not be in violation
      of
      the Act and the State Acts.”

    


    6. Investment
      Representations.
      Awardee
      understands that (i) the Shares have not been registered under the
      Securities Act and are “restricted securities” within the meaning of
      Rule 144 under the Securities Act; (ii) the Shares cannot be sold,
      transferred or otherwise disposed of unless they are subsequently registered
      under the Securities Act or an exemption from registration is then available;
      (iii) in any event, the exemption from registration under Rule 144
      will not be available for at least one year and even then will not be available
      unless a public market then exists for the Common Stock, adequate information
      concerning the Company is then available to the public, and other terms and
      conditions of Rule 144 are met; and (iv) there is now no registration
      statement on file with the Securities and Exchange Commission with respect
      to
      any stock of the Company and the Company has no obligation or current intention
      to register the Shares under the Securities Act.

     

    7. Market
      Stand-Off.
      Following the effective date of a registration statement of the Company filed
      under the Securities Act, the Awardee, for the duration specified by and to
      the
      extent requested by the Company and an underwriter of Common Stock or other
      securities of the Company, shall not directly or indirectly sell, offer to
      sell,
      contract to sell (including, without limitation, any short sale), grant any
      option to purchase, or otherwise transfer or dispose of (other than to a donee
      who agrees to be similarly bound) any securities of the Company held by the
      Awardee at any time during such period except Common Stock (or other securities)
      included in such registration, provided however, that all officers and directors
      of the Company and all persons with registration rights with respect to the
      Company's capital stock enter into similar agreements.

     


    
      
        
        

      

      
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    8. Invalidity
      or Unenforceability.
      It is
      the intention of the Company and the Awardee that this Agreement shall be
      enforceable to the fullest extent allowed by law. In the event that a court
      having jurisdiction holds any provision of this Agreement to be invalid or
      unenforceable, in whole or in part, the Company and the Awardee agree that,
      if
      allowed by law, that provision shall be reduced to the degree necessary to
      render it valid and enforceable without affecting the rest of this
      Agreement.

    


    9. Waiver.
      No
      delay or omission by the Company in exercising any right under this Agreement
      shall operate as a waiver of that or any other right. A waiver or consent given
      by the Company on any one occasion shall be effective only in that instance
      and
      shall not be construed as a bar or waiver of any right on any other
      occasion.

    


    10. Rights
      as Stockholder.
      The
      Awardee shall be entitled to all of the rights of a stockholder with respect
      to
      the Shares including the right to vote such Shares and to receive dividends
      and
      other distributions payable with respect to such shares since the Date of
      Award.

    


    11. Custody
      of Share Certificates.
      Certificates for Award Shares shall be issued in the Awardee’s name and shall be
      held in the custody of the Company until the restrictions with respect thereto
      lapse or such Shares are forfeited. A certificate or certificates representing
      the Vested Shares as to which restrictions have lapsed shall be delivered to
      the
      Awardee upon such lapse. This Award is conditioned upon the Awardee endorsing
      in
      blank a stock power for the Award Shares in the form of Exhibit
      A,
      such
      stock power to be held by the Company until all Award Shares have become Vested
      Shares or have been forfeited.

    


    12. Government
      Regulations.
      Notwithstanding anything contained herein to the contrary, the Company’s
      obligation to issue or deliver certificates evidencing the Vested Shares shall
      be subject to all applicable laws, rules and regulations and to such approvals
      by any governmental agencies or national securities exchanges as may be
      required.

    


    13. Section
      83(b) Election.
      The
      Awardee hereby acknowledges that the Awardee has been informed that, with
      respect to the Restricted Shares, the Awardee may file an election with the
      Internal Revenue Service, within 30 days of the issuance of the Restricted
      Shares, electing pursuant to Section 83(b) of the Internal Revenue Code of
      1986,
      as amended, (the “Code”) to be taxed currently on any difference between the
      purchase price of the Restricted Shares and their fair market value on the
      date
      of purchase. Absent such an election, taxable income will be measured and
      recognized by the Awardee at the time or times at which the forfeiture
      restrictions on the Restricted Shares lapse. The Awardee is strongly encouraged
      to seek the advice of his own tax consultants in connection with the issuance
      of
      the Restricted Shares and the advisability of filing of the election under
      Section 83(b) of the Code. A form of Election under Section 83(b) is attached
      hereto as Exhibit
      B
      for
      reference. 

    


    THE
      AWARDEE ACKNOWLEDGES THAT IT IS NOT THE COMPANY’S, BUT RATHER THE AWARDEE’S SOLE
      RESPONSIBILITY TO FILE THE ELECTION UNDER SECTION 83(b) TIMELY.

    


    14. Withholding
      Taxes.
      The
      Company shall have the right to require the Awardee to remit to the Company,
      or
      to withhold from amounts payable to the Awardee, as compensation or otherwise,
      an amount sufficient to satisfy all federal, state and local withholding tax
      requirements (including, without limitation, any tax resulting from (i) the
      expiration of restrictions set forth hereunder that are applicable to any
      particular Restricted Shares or (ii) an election made by the Awardee under
      Section 83(b) of the Code).

    


    15. Awardee
      Representations.
      (a) The
      Awardee has reviewed with his own tax advisors the federal, state, local and
      foreign tax consequences of the transactions contemplated by this Agreement.
      The
      Awardee is relying solely on such advisors and not on any statements or
      representations of the Company or any of its agents, if any, made to the
      Awardee. The Awardee understands that the Awardee (and not the Company) shall
      be
      responsible for the Awardee’s own tax liability arising as a result of the
      transactions contemplated by this Agreement.


    
      
        
        

      

      
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    (b) Circular
      230 Disclaimer:
      Nothing
      contained in this discussion of certain federal income tax considerations is
      intended or written to be used, and cannot be used, for the purpose of (i)
      avoiding tax-related penalties under the Internal Revenue Code or (ii)
      promoting, marketing, or recommending to another party any transactions or
      tax-related matters addressed herein.

    


    16. Employment.
      Neither
      this Agreement nor any action taken hereunder shall be construed as giving
      the
      Awardee any right of continuing employment by the Company.

     

    17. Governing
      Law.
      This
      Agreement shall be construed under the laws of the State of Nevada, without
      regard to choice of law principles.

    


    18. Other
      Agreements.
      This
      Agreement constitutes the entire understanding between Awardee and the Company
      relatng to the Award and any prior agreements, commitments, understandings
      and/or negatiations concerning this Award are hereby superseded. This Agreement
      may only be amended by written agreement between the Awardee and the
      Company.

    


    IN
      WITNESS WHEREOF, the Company has caused this Award to be granted on the date
      first above written.

     

    
      	 	 	 
	 	ACIES
              CORPORATION
	 
 	 
 	 
 
	 	By:  	/s/ Oleg
              Firer
	 	
              
Name:
Oleg
              Firer
	 	Title:  Chief
              Executive Officer


    

     

    Accepted:

    Awardee

     

    
      	 	 	 	 
	/s/ Jeffrey
              A. Tischler	 	 	 
	
              
Jeffrey
              A. Tischler	 	 	
            
	Chief
              Financial Officer	 	 	 


    

    
 

    
      
        
        

      

      
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