OSAGE
      EXPLORATION AND DEVELOPMENT, INC.

    RESTRICTED
      STOCK AGREEMENT

    GREG
      FRANKLIN

    


    THIS
      AGREEMENT, dated and effective as of November 9, 2007 (the "Grant Date") by
      and
      between Osage Exploration and Development, Inc., a Delaware corporation (the
      “Company"), and Greg Franklin (the "Executive"), is entered into as
      follows:

    


    WHEREAS,
      the Company and the Executive are parties to an Employment Agreement made and
      entered into on November 9, 2007 (the "Employment Agreement"); and

    


    WHEREAS,
      pursuant to the Employment Agreement, the Effective Date of the Executive's
      employment with the Company is November 9, 2007 ("Effective Date");
      and

    


    WHEREAS,
      the Board of Directors of the Company has determined that, as an inducement
      material to the Executive's agreement to enter into employment with the Company,
      in satisfaction of the Company's obligation under Section 4(c) of the Employment
      Agreement, and subject to the restrictions stated below, the Executive should
      be
      granted shares of the Company’s $0.0001 par value Common Stock (the "Restricted
      Stock");

    


    NOW,
      THEREFORE, the parties hereby agree as follows:

    


    1.
      Grant
      of Stock.

    


     Pursuant
      to Section 4(c) of the Employment Agreement, the Executive is hereby granted,
      effective on the Grant Date and subject to the terms and conditions of this
      Agreement, 2,000,000 shares of the Company’s Common Stock $0.0001 par value (the
“Restricted Stock”). 

    


    2.
      Issuance of Stock.

    


    As
      soon
      as practicable, the Company shall cause the shares of Restricted Stock to be
      issued in the Executive's name. The Restricted Stock shall be held in the
      custody of the Company or its designee for the Executive's account. The
      Restricted Stock shall be subject to the restrictions described herein. The
      Restricted Stock shall bear appropriate legends with respect to the restrictions
      described herein. The Restricted Stock has been granted pursuant to the Osage
      Exploration and Development, Inc. 2007 Equity Based Compensation Plan (the
      “Plan”) and is subject to all provisions of the Plan, which are hereby
      incorporated herein by reference, and to the following provisions of this
      Agreement (capitalized terms not defined herein are used as defined in the
      Plan):

    


    3.
      Vesting.

    


    (a)
      The
      interest of the Executive in the Restricted Stock shall vest as to 100% of
      the
      Restricted Stock (2,000,000) on January 1, 2009. 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (b)
      Notwithstanding the foregoing, pursuant to and in accordance with the terms,
      conditions and definitions of the Employment Agreement, the interest of the
      Executive in the Stock shall vest as to 100% of the then unvested Restricted
      Stock upon the Executive's termination of employment (i) through a Change of
      Control, (ii) upon termination of employment for Good Reason or (iii) upon
      termination without Cause (as such terms are defined in the Employment
      Agreement). 

    


    4.
      Restrictions.

    


    (a)
      No
      portion of the Restricted Stock or rights granted hereunder may be sold,
      transferred, assigned, pledged or otherwise encumbered or disposed of by the
      Executive until such portion of the Restricted Stock becomes vested in
      accordance with Section 3 of this Agreement. The period of time between the
      date
      hereof and the date all Restricted Stock becomes vested is referred to herein
      as
      the "Restriction Period."

    


    (b)
      If
      the Executive's employment with the Company is terminated for any reason which
      does not give rise to 100% vesting of the Restricted Stock, as provided in
      Section 3 above, the balance of the Restricted Stock subject to the provisions
      of this Agreement which have not vested at the time of the Executive's
      termination of employment shall be forfeited by the Executive, and ownership
      transferred back to the Company.

    


    5.
      Executive Shareholder Rights.

    


    During
      the Restriction Period, the Executive shall have all the rights of a shareholder
      with respect to the Restricted Stock except for the right to transfer the
      Restricted Stock, as set forth in Section 4 of this Agreement. Accordingly,
      the
      Executive shall have the right to vote the Restricted Stock and to receive
      any
      cash dividends paid to or made with respect to the Restricted Stock, provided,
      however, that dividends paid, if any, with respect to that Restricted Stock
      which has not vested at the time of the dividend payment shall be held in the
      custody of the Company and shall be subject to the same restrictions that apply
      to the corresponding Restricted Stock.

    


    6.
      Changes in Stock.

    


    In
      the
      event that as a result of any stock dividend, stock split or other change in
      the
      Restricted Stock, and by virtue of any such change, the Executive shall in
      his
      capacity as owner of unvested shares of Restricted Stock which have been awarded
      to him (the "Prior Stock") be entitled to new or additional or different shares
      or securities, such new or additional or different shares or securities shall
      thereupon be considered to be unvested Restricted Stock and shall be subject
      to
      all of the conditions and restrictions which were applicable to the Prior Stock
      pursuant to this Agreement.

    


    7.
      Taxes.

    


    Regardless
      of any action the Company takes with respect to any or all income tax, social
      insurance, payroll tax, payment on account or other tax-related withholding
      (“Tax-Related Items”), the Executive acknowledges that the ultimate liability
      for all Tax-Related Items is and remains the Executive’s responsibility and that
      the Company. 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

         The
      Executive shall pay or make adequate arrangements satisfactory to the Company
      to
      satisfy all withholding and payment on account obligations of the Company.
      If
      the Executive does not make such payment to or arrangements with the Company,
      the Company shall have the right to withhold from any payment of any kind
      otherwise due to the Executive from the Company, any federal, state or local
      taxes of any kind required by law to be withheld with respect to the award
      or
      vesting of the Restricted Stock. Alternatively, or in addition, if permissible
      under local law, the Company may (a) sell or arrange for the sale of the
      Restricted Stock or (b) withhold such amount in shares of Restricted Stock
      to
      meet the withholding obligation for Tax-Related Items. 

    


    For
      purposes of Internal Revenue Code Section 83, the Executive’s receipt of
      Restricted Stock may be deemed a transfer in connection with the performance
      of
      services. Because of the restrictions on transfer and vesting requirements,
      the
      Executive will recognize taxable income in the tax year in which the Restricted
      Stock vests. The amount of taxable income is the fair market value of the
      Restricted Stock at
      the time the Restricted Stock vests.
       As an alternative, an election is available under Internal Revenue Code
      Section 83(b) to include the excess amount in taxable income for the year of
      the
      grant. If
      a Section 83(b) election were made, the Company would report the value of the
      Restricted Stock to the Internal Revenue Service and will include the excess
      amount on your W-2 for the year of grant.  IN
      CONSIDERATION OF THE EXECUTIVE’S EMPLOYMENT AND THE ISSUANCE OF THE RESTRICTED
      STOCK TO THE EXECUTIVE, THE EXECUTIVE AGREES NOT TO MAKE A SECTION 83(b)
      ELECTION WITH RESPECT TO THE RESTRICTED STOCK.

    


    8.
      Miscellaneous.

    


    (a)
      The
      Company shall not be required (i) to transfer on its books any shares of
      Restricted Stock which shall have been sold or transferred in violation of
      any
      of the provisions set forth in this Agreement, or (ii) to treat as owner of
      such
      shares or to accord the right to vote as such owner or to pay dividends to
      any
      transferee to whom such shares shall have been so transferred.

    


    (b)
      The
      parties agree to execute such further instruments and to take such action as
      may
      reasonably be necessary to carry out the intent of this Agreement.

    


    (c)
      Any
      notice required or permitted hereunder shall be given in writing and shall
      be
      deemed effectively given upon delivery to the Executive at her address then
      on
      file with the Company.

    


    (d)
      This
      Agreement shall not be construed so as to grant the Executive any right to
      remain in the employ of the Company.

    


    (e)
      The
      parties agree that: (i) this Restricted Stock Agreement and the grant of
      Restricted Stock hereunder are in full and final satisfaction of the Company's
      obligations under Section 4(c) of the Employment Agreement; (ii) the Company
      shall have no further obligation to the Executive pursuant to Section 4(c)
      of
      the Employment Agreement except as stated herein; and (iii) the Company shall
      not have any further obligation to the Executive relating to the grant of stock
      except as stated herein.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (f)
      This
      Agreement and the Employment Agreement constitute the entire agreement of the
      parties with respect to the subject matter hereof.

    


    IN
      WITNESS WHEREOF, the undersigned have executed this Agreement effective on
      the
      date first set above.

    


    
      	EXECUTIVE 	OSAGE EXPLORATION AND DEVELOPMENT,
              INC.
	 	 
	 	 
	 	 
	_________________	____________________________________________
	Greg Franklin	Kim Bradford, President and Chief Executive
              Officer