**Exhibit 10.11****Restricted Stock Agreement****Cash Systems, Inc.****2005 Equity Incentive Plan**     THISAGREEMENT, made effective as of this ___ day of ___, 2006, by and between Cash Systems,Inc., a Delaware corporation (the “Company”), and___ (“Participant”).W I T N E S S E T H:     WHEREAS, the Participant on the date hereof is a consultant or advisor to, or a key employee,officer, or director of the Company or one of its Subsidiaries; and     WHEREAS, the Company wishes to grant a restricted stock award to Participant for shares of theCompany’s Common Stock pursuant to the Company’s 2005 Equity Incentive Plan (the “Plan”); and     WHEREAS, the Administrator of the Plan has authorized the grant of a restricted stock award tothe Participant;     NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained,the parties hereto agree as follows:1. **Grant of Restricted Stock Award****.**The Company herebygrants to Participant on the date set forth above arestricted stock award (the “Award”) for ___ shares ofCommon Stock on the terms and conditions set forthherein, and subject to adjustment pursuant to Section 13of the Plan. The Company shall cause to be issued a stockcertificate representing such shares of Common Stock inthe Participant’s name, and shall deliver suchcertificate to the Participant; provided, however, thatthe Company shall place a legend on such certificatedescribing the risks of forfeiture and other transferrestrictions set forth in this Agreement and providingfor the cancellation and return of such certificate ifsuch shares of Common Stock are forfeited as provided inParagraph 2 below. Until such risks of forfeiture havelapsed or the shares subject to this Aware have beenforfeited pursuant to Paragraph 2 below, the Participantshall be entitled to vote the shares represented by suchstock certificates and shall received all dividendsattributable to such shares, but the Participant shallnot have any other rights as a shareholder with respectto such shares. 2. **Vesting of Restricted Stock** a) The shares of Stock subject to this Award shall remain forfeitableuntil the risks of forfeiture lapse according to the following vestingschedule:
 

 
       **Cumulative Percentage** **Vesting Date** **of Shares Vested**      If the Participant’s employment or other relationship with the Company or any Subsidiary ceases atany time prior to a Vesting Date for any reason, including the Participant’s voluntary resignationor retirement or termination by the Company, the Participant shall immediately forfeit all sharesof Stock subject to this Award which have not yet vested and for which the risks of forfeiture havenot lapsed.3. **Miscellaneous** a) **Employment-At-Will** This Agreement shall not confer onParticipant any right with respect to continuance ofemployment by or other relationship with the Company or anyof its Subsidiaries, nor will it interfere in any way withthe right of the Company or any of its Subsidiaries toterminate such employment or other relationship.Participant’s employment or other relationship with theCompany and its Subsidiaries shall be employment-at-will,and nothing in this Agreement shall be construed ascreating an employment contract for any specified termbetween Participant and the Company or any of itsSubsidiaries.  b) **Securities Law Compliance**. Participant shall not transferor otherwise dispose of the shares of Stock receivedpursuant to this Agreement until such time as counsel tothe Company shall have determined that such transfer orother disposition will not violate any state or federalsecurities laws. The Participant may be required by theCompany, as a condition of the effectiveness of thisrestricted stock award, to agree in writing that all Stocksubject to this Agreement shall be held, until such timethat such Stock is registered and freely tradable underapplicable state and federal securities laws, forParticipant’s own account without a view to any furtherdistribution thereof, that the certificates for such sharesshall bear an appropriate legend to that effect and thatsuch shares will be not transferred or disposed of exceptin compliance with applicable state and federal securitieslaws.  c) **Mergers, Recapitalizations, Stock Splits, Etc****.**Pursuant andsubject to Section 13 of the Plan, certain changes in thenumber or character of the Common Stock of the Company(through sale, merger, consolidation, exchange,reorganization, divestiture (including a spin-off),liquidation, recapitalization, stock split, stock dividend,or otherwise) shall result in an adjustment, reduction orenlargement, as appropriate, in Participant’s rights withrespect to any shares of Common Stock for which the risksof forfeiture have not lapsed ( *i.e.*Participant shallhave such “anti-dilution” rights under the Award withrespect to such events, but shall not have “preemptive”rights).
 

 
 d) **Shares Reserved****.**The Company shall at all times during theterm of this Agreement reserve and keep available suchnumber of shares as will be sufficient to satisfy therequirements of this Agreement.  e) **Withholding Taxes****.**In order to permit the Company to complywith all applicable federal or state income tax laws orregulations, the Company may take such action as it deemsappropriate to insure that, if necessary, all applicablefederal or state payroll, income, or other taxes arewithheld from any amounts payable by the Company to theParticipant. If the Company is unable to withhold suchfederal and state taxes, for whatever reason, theParticipant hereby agrees to pay to the Company an amountequal to the amount the Company would otherwise be requiredto withhold under federal or state law.  f) **2005 Equity Incentive Plan****.**The Award evidenced by thisAgreement is granted pursuant to the Plan, a copy of whichPlan has been made available to Participant and is herebyincorporated into this Agreement. This Agreement is subjectto and in all respects limited and conditioned as providedin the Plan. All defined terms of the Plan shall have thesame meaning when used in this Agreement. The Plan governsthis Agreement, and in the event of any questions as to theconstruction of this Agreement or in the event of aconflict between the Plan and this Agreement, the Planshall govern, except as the Plan otherwise provides.  g) **Lockup Period Limitation****.**Participant agrees that in theevent the Company advises Participant that it plans anunderwritten public offering of its Common Stock incompliance with the Securities Act of 1933, as amended, andthat the underwriter(s) seek to impose restrictions underwhich certain shareholders may not sell or contract to sellor grant any option to buy or otherwise dispose of part ofall of their stock purchase rights of the underlying CommonStock, Participant hereby agrees that for a period not toexceed 180 days from the prospectus, Participant will notsell or contract to sell or grant an option to buy orotherwise dispose of this Agreement or any of theunderlying shares of Common Stock without the prior writtenconsent of the underwriter(s) or its representative(s).  h) **Blue Sky Limitation****.**Notwithstanding anything in thisAgreement to the contrary, in the even the Company makesany public offering of its securities and determines, inits sole discretion, that it is necessary to reduce thenumber of issued but unexercised stock purchase rights soas to comply with any state securities or Blue Sky lawlimitations with respect thereto, the Board of Directors ofthe Company shall accelerate the vesting of this restrictedstock award, provided that the Company gives Participant 15days’ prior written notice of such acceleration. Noticeshall be deemed given when delivered personally or whendeposited in the United States mail, first class postageprepaid and addressed to Participant at the address ofParticipant on file with the Company.  i) **Accounting Compliance****.**Participant agrees that, if amerger, reorganization, liquidation, or other “transaction”as defined in Section 13 of the Plan occurs, and
 

 
 j) **Stock Legend****.**The Administrator may require that thecertificates for any shares of Common Stock purchased byParticipant (or, in the case of death, Participant’ssuccessors) shall bear an appropriate legend to reflect therestrictions of Paragraph 3(b) and Paragraphs 3(g) through4(i) of this Agreement.  k) **Scope of Agreement****.**This Agreement shall bind and inure tothe benefit of the Company, its Subsidiaries and itssuccessors and assigns the Participant and any successor orsuccessors of Participant permitted by this Agreement.  l) **Arbitration****.**Any dispute arising out of or relating to thisAgreement or the alleged breach of it, or the making ofthis Agreement, including claims of fraud in theinducement, shall be discussed between the disputingparties in a good faith effort to arrive at a mutualsettlement of any such controversy. If, notwithstanding,such dispute cannot be resolved, such dispute shall besettled by binding arbitration. Judgment upon the awardrendered by the arbitrator may be entered in any courthaving jurisdiction thereof. The arbitrator shall be aretired state or federal judge or an attorney who haspracticed securities or business litigation for at leastten (10) years. If the parties cannot agree on anarbitrator within twenty (20) days, any party may requestthat the chief judge of the District Court of Clark County,Nevada, select an arbitrator. Arbitration will be conductedpursuant to the provisions of this Agreement, and thecommercial arbitration rules of the American ArbitrationAssociation, unless such rules are inconsistent with theprovisions of this Agreement. Limited civil discovery shallbe permitted for the production of documents and taking ofdepositions. Unresolved discovery disputes may be broughtto the attention of the arbitrator who may dispose of suchdispute. The arbitrator shall have the authority to awardany remedy or relief that a court of this state could orderor grant; provided, however, that punitive or exemplarydamages shall not be awarded. The arbitrator may award tothe prevailing party, if any, as determined by thearbitrator, all of its costs and fees, including thearbitrator’s fees. Unless otherwise agreed by the parties,the place of any arbitration proceedings shall be ClarkCounty, Nevada.
 

 
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed onthe day and year first above written.         **CASH SYSTEMS, INC.**           By:                    Its:                         Participant