Exhibit 4(e)


                               MARGO CARIBE, INC.
                      2003 RESTRICTED STOCK AWARD AGREEMENT
                               (TIME-BASED AWARD)

     This  Agreement  ("Agreement")  is made as of this  _________,  20__ by and
between ("Participant") and Margo Caribe, Inc. (the "Company").

     1. AWARD OF RESTRICTED  STOCK.  The Company hereby grants to Participant an
award (the "Award") of restricted stock (the "Restricted  Stock")  consisting of
______  shares  of the  Company's  Common  Shares,  $0.001  Par  Value  ("Common
Shares"),  pursuant and subject to Margo Caribe, Inc. 2003 Restricted Stock Plan
(the "Plan").

     2. CONDITIONS TO PARTICIPANT'S RIGHTS UNDER THIS AGREEMENT.  This Agreement
shall not become effective, and Participant shall have no rights with respect to
the Award or the  Restricted  Stock,  unless both of the  following  events have
occurred to the Company's satisfaction:

          a.   Participant has fully executed this Agreement and delivered it to
               the company (in the  Company's  discretion,  such  execution  and
               delivery may be accomplished through electronic means); and

          b.   Participant has fully executed a stock power in the form attached
               as  Appendix  A and  delivered  it to the  Company,  including  a
               "Medallion  Guarantee" by a qualified bank,  securities broker or
               other financial  institution as further  described on Appendix A.
               (In the Company's discretion, such requirement may be waived).

         3. RESTRICTIONS; VESTING. The Restricted Stock shall be subject to the
restrictions and other terms and conditions set forth in the Plan, which are
hereby incorporated herein by reference, and in this Agreement. Subject to the
terms and conditions of the Plan and this Agreement, Participant's rights in and
to the shares of Restricted Stock shall vest according to the following
schedule:

          a.   One-fifth  (20%) of the shares of Restricted  Stock shall vest on
               ________, 20__.

          b.   One-fifth  (20%) of the shares of Restricted  Stock shall vest on
               _______, 20__.

          c.   One-fifth  (20%) of the shares of Restricted  Stock shall vest on
               _______, 20__.


          d.   One-fifth  (20%) of the shares of Restricted  Stock shall vest on
               _______, 20__.

          e.   The final one-fifth of the shares of Restricted  Stock shall vest
               on _______, 20__.


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<PAGE>

The  shares of  Restricted  Stock  awarded  under this  Agreement  shall vest in
accordance  with the schedule set forth above unless,  prior to the vesting date
set forth above,  the Award and the  applicable  shares of Restricted  Stock are
forfeited  or  become  subject  to  accelerated  vesting  under  the  terms  and
conditions of the Plan. Until shares of Restricted Stock vest, Participant shall
not  sell,  transfer,  pledge,  assign  or  otherwise  encumber  such  shares of
Restricted Stock.

     4. MANNER IN WHICH SHARES WILL BE HELD. Stock  certificates  evidencing the
shares of Restricted  Stock awarded under this Agreement  shall be registered in
the name of  Participant  and shall be  delivered  to and held in custody by the
Company,  or its designee,  until the restrictions  thereon shall have lapsed or
any  conditions to the vesting of such Award,  or a portion  thereof,  have been
satisfied.  Such certificates  shall bear an appropriate legend referring to the
terms, conditions and restrictions applicable to such Award.

     In the  discretion of the Company,  any or all shares of  Restricted  Stock
awarded to  Participant  hereunder  may be issued in, or after  issuance  may be
transferred  to,  book-entry  form and held by the Company in such form. In such
event, no stock certificates evidencing such shares will be held, the applicable
restrictions will be noted in the records of the Company's transfer agent and in
the book entry  system,  and upon  vesting,  Participant  may  request  that the
Company issue a stock certificate for the applicable number of Common Shares.

     5. RIGHTS OF SHAREHOLDER. Except as otherwise provided in this Agreement or
the Plan, Participant shall have, with respect to the shares of Restricted Stock
awarded hereunder, all of the rights of a shareholder of the Company,  including
the right to vote the shares and the right to receive any  dividends as declared
by the Company's Board of Directors.

     6.  SHARES  NON-TRANSFERABLE.  No  shares  of  Restricted  Stock  shall  be
transferable  by  Participant  other than by will or by the laws of descent  and
distribution.  In the event any Award is transferred  or assigned  pursuant to a
court  order,  such  transfer or  assignment  shall be without  liability to the
Company,  and the Company shall have the right to offset  against such Award any
expenses (including  attorneys' fees) incurred by the Company in connection with
such transfer or assignment.

     7. TERMINATION OF EMPLOYMENT.  Except as otherwise  provided in the Plan or
as determined by the Committee, if Participant's  employment with the Company is
terminated for any reason other than death,  Disability or Qualified Retirement,
all  Restricted  Stock  held by  Participant  which is  unvested  or  subject to
restriction at the time of such termination shall be automatically forfeited.

     8.  TAXES.  No later  than the date as of  which an  amount  first  becomes
includable in the gross income of Participant  for federal or Puerto Rico income
tax  purposes  with respect to shares of  Restricted  Stock  awarded  under this
Agreement,   Participant  shall  pay  to  the  Company,   or  make  arrangements
satisfactory  to the  Committee  regarding  the payment of, all federal,  Puerto
Rico,  state or local  taxes or other  items of any kind  required  by law to be
withheld with respect to such amount.  Subject to the approval of the Committee,
Participant may satisfy any applicable tax withholding obligation resulting from


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<PAGE>

the vesting of shares of Restricted  Stock awarded  hereunder by surrendering to
Company  any other  unrestricted  Common  Shares of the  Company  then  owned by
Participant or Common Shares which are part of the Award. The obligations of the
Company under the Plan shall be conditional on such payment or arrangements  and
the Company and its  Subsidiaries  and Affiliates to the extent permitted by law
shall  have the right to deduct  any such  taxes  from any  payment  of any kind
otherwise due to Participant.

     9.  ENTIRE  AGREEMENT:  This  Agreement  constitutes  the entire  agreement
between   the  parties  and   supersedes   and  cancels  any  other   agreement,
representation or communication, whether oral or in writing, between the parties
hereto  relating to subject matter hereof,  provided that the Agreement shall be
at all times subject to the Plan as provided above.

     10. AMENDMENT:  The Committee, in its sole discretion,  may hereafter amend
the terms of this Award,  but no such amendment shall be made which would impair
the rights of Participant, without Participant's consent.

     11.  DEFINITIONS:   Unless  otherwise  defined  in  this  Agreement,   each
capitalized  term in this  Agreement  shall have the meaning  given to it in the
Plan.

     12.  governing  law: THIS  AGREEMENT  SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE commonwealth of Puerto rico.

     Participant  hereby:  (i)  acknowledges   receiving  a  copy  of  the  Plan
Description relating to the Plan, and represents that he or she is familiar with
all of  the  material  provisions  of  the  Plan,  as set  forth  in  such  Plan
Description;  (ii) accepts  this  Agreement  and the  Restricted  Stock  awarded
pursuant  hereto subject to all provisions of the Plan and this  Agreement;  and
(iii)  agrees  to accept  as  binding,  conclusive  and  final ah  decisions  or
interpretations  of the Committee  relating to the Plan,  this  Agreement or the
Restricted Stock awarded hereunder.


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





                                   By: ______________________________________
                                                    Participant



                                   MARGO CARIBE, INC.




                                   By: ______________________________________
                                   Name:
                                   Title:


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<PAGE>


                     APPENDIX A --- IRREVOCABLE STOCK POWER


For    Value    Received,  the undersigned  does   hereby assign and transfer to
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

shares of Common Shares, $0.001 par value per share, of Margo Caribe, Inc.
("Company") represented by certificate(s) no(s). _______________________________
______________________________________________________________________________,
________________________________________________________________________________
inclusive, standing in the name of the undersigned on the books of the Company.
The undersigned does hereby irrevocably constitute and appoint__________________
________________________________________________________________________________
Attorney to transfer the said stock on the books of the Company, with full power
of substitution in the premises.

--------------------------------------
Printed Name

--------------------------------------
Signature

Date:_________________________________


                  IMPORTANT: The signature of the assignor (Participant) must be
                  guaranteed by an eligible guarantor institution (bank, stock
                  broker, savings and loan association, or credit union) with
                  membership in an approved signature guarantee medallion
                  program pursuant to Securities and Exchange Commission Rule
                  l7Ad-15.


                                            -----------------------------------
                                            Name of Guarantor Institution

                                            -----------------------------------
                                            Signature Medallion Guaranteed


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