**ARGYLE
        SECURITY, INC.**
  **2007
        OMNIBUS SECURITIES AND INCENTIVE PLAN**
  **EMPLOYEE
        RESTRICTED STOCK AWARD AGREEMENT**
  THIS
        AGREEMENT made as of __________________, 200_, by and between Argyle Security,
        Inc., a Delaware corporation (the “ Company ”),
        and
        _________________ (the “ Awardee ”).
  WITNESSETH:
  WHEREAS,
        the Company has adopted the Argyle Security, Inc. 2007 Omnibus Securities
        and
        Incentive Plan (the “ Plan ”)
        for
        the benefit of its employees, nonemployee directors and consultants and the
        employees, nonemployee directors and consultants of its affiliates,
        and
  WHEREAS,
        the Committee has authorized the award to the Awardee of shares of Restricted
        Stock (“ Restricted
        Shares ”)
        under
        the Plan, on the terms and conditions set forth in the Plan and as hereinafter
        provided,
  NOW,
        THEREFORE, in consideration of the premises contained herein, the Company
        and
        the Awardee hereby agree as follows:
  1.  Definitions .
  Terms
        used in this Agreement which are defined in the Plan shall have the same
        meanings as set forth in the Plan.
  2.  Award
        of Restricted Shares .
  The
        Committee hereby awards to the Awardee **[insert** # **of
        shares]** Restricted
        Shares. All such Restricted Shares shall be subject to the transferability
        restrictions and forfeiture provisions contained in Sections 4, 5 and 6,
        such
        restrictions to become effective immediately upon execution of this Agreement
        by
        the parties hereto.
  3.  Stock
        Certificates .
  The
        Awardee hereby acknowledges that **[insert
        #]** stock
        certificates for
  Restricted
        Shares are hereby awarded to the Awardee hereunder, each bearing the following
        legend:
  “The
        transferability of this certificate and the shares of stock represented hereby
        are subject to the terms and conditions (including forfeiture) of an Agreement
        entered into between the registered owner and Argyle Security, Inc., effective
        as of _______________, 200__. Copies of such Agreement are on file in the
        offices of the Secretary, Argyle Security, Inc., 200 Concord Plaza, Suite
        700,
        San Antonio, Texas 78216.
  
  4.  Vesting .
  The
        Restricted Shares shall vest, no longer be subject to Restrictions and become
        transferable pursuant to the terms of the Plan pursuant to the following
        schedule:
  **Insert
        Vesting Schedule/Performance Goals**
  5.  Termination
        of Employment .
  Sections
        6.2, 6.4 and 6.5 of the Plan shall control.
  6.  Restriction
        on Transferability .
  The
        Restricted Shares shall not be transferable unless and until (and solely
        to the
        extent) the Awardee satisfies the vesting requirements contained in Section
        4.
  7.  Voting
        and Dividend Rights .
  The
        Awardee shall have the voting and dividend rights of a shareholder of Common
        Stock with respect to the Restricted Shares; provided , however ,
        that
        dividends paid in shares of Common Stock shall be deposited with the Company,
        together with a stock power endorsed in blank or other appropriate instrument
        of
        transfer and shall be subject to the same Restrictions as the Restricted
        Shares.
  8.  Regulation
        by the Committee .
  This
        Agreement and the Restricted Shares shall be subject to the administrative
        procedures and rules as the Committee shall adopt. All decisions of the
        Committee upon any question arising under the Plan or under this Agreement,
        shall be conclusive and binding upon the Awardee.
  9.  Withholding .
 If
        the
        Company or an Affiliate shall be required to withhold any amounts in connection
        with the Awardee’s Restricted Stock Award by reason of any federal, state or
        local tax rules or regulations, the Company or Affiliate shall be entitled
        to
        deduct and withhold such amounts.
  10.  Amendment .
  The
        Committee may amend this Agreement at any time and from time to time; provided , however ,
        that no
        amendment of this Agreement that would impair the Awardee’s rights or
        entitlements with respect to the Restricted Shares shall be effective without
        the prior written consent of the Awardee.
  11.  Plan
        Terms .
  The
        terms
        of the Plan are hereby incorporated herein by reference.
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  12.  Effective
        Date of Award .
  The
        award
        of each Restricted Share under this Agreement shall be effective as of the
        date
        first written above.
  13.  Awardee
        Acknowledgment .
  By
        executing this Agreement, the Awardee hereby acknowledges that he or she
        has
        received and read the Plan and this Agreement and that he or she agrees to
        be
        bound by all of the terms of both the Plan and this Agreement.
  ATTEST:
              ARGYLE
                SECURITY, INC.By:Its:,
                  Awardee
                **[**Name**]**
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