**Exhibit 10.28**

**FP TECHNOLOGY HOLDINGS, INC.**

**NOTICE OF RESTRICTED STOCK AWARD**

Grantee’s Name andAddress:

The above named “Grantee” has been granted shares ofCommon Stock of FP Technology Holdings, Inc. (the “Company”), subject tothe terms and conditions of this Notice of Restricted Stock Award (the “Notice”)and the Restricted Stock Award Agreement (the “Agreement”) attachedhereto, as follows (the “Award”). Defined terms used in this Notice but not defined herein shall have thesame meanings given in the Agreement.

| Award Number              | [       ]                                                                                 |
|---------------------------|------------------------------------------------------------------------------------------------------------------------------|
| Date of Award             | March 11, 2006                                                                                                               |
| Vesting Commencement Date | Closing of CAP Financing (defined below)                                                                                     |
| Total Number of Shares    |                                                                                                                         |
| of Common Stock Awarded   | [                   ]  Shares |

Vesting Schedule:

Shares that have not vested are referred to as “RestrictedShares”.  Subject to Grantee’sContinuous Service and other limitations set forth in this Notice and theAgreement, the Shares will “vest” in accordance with the following schedule:

100% of the TotalNumber of Shares of Common Stock Awarded shall vest on the two-year anniversaryof the consummation of the proposed financing transaction by AFG EnterprisesUSA, Inc. (“AFG”) involving the sale and issuance of approximately $50million in Senior Secured Convertible and Nonconvertible Notes Due 2011 and Warrants,all as contemplated in that certain Term Sheet executed by the Company datedMarch 9, 2006 (the “CAP Financing”), unless (i) AFG fails to raise atleast $7 million in additional capital within six months from the consummationof the CAP Financing or (ii) AFG fails to obtain the necessary approval of theinvestors in the CAP Financing for a Business Combination Transaction (asdefined in such Term Sheet) within 18 months from the consummation of the CAPFinancing, in which case the entire Award shall not vest and all of theRestricted Shares shall be cancelled and returned to the Company (if not soonerrepurchased by the Company under the Company’s Repurchase Right).

1

----

 

During any authorized leave of absence, the vesting ofthe Shares shall be suspended after the leave of absence exceeds a period ofninety (90) days.  Vesting of the Sharesshall resume upon the Grantee’s termination of the leave of absence and returnto Continuous Service.

Vesting shall cease upon the date of termination ofthe Grantee’s Continuous Service for any reason, other than (i) the Grantee’s death,in which case the Award shall continue to vest in the name of the Grantee’sestate, or (ii) the Grantee’s Disability, in which case the Award shallcontinue to vest in the name of the Grantee, provided that the Board ofDirectors of the Company agrees to such continued vesting upon Disability andthe Grantee is an employee of the Company at the time such Disability begins.

For purposes of this Notice and the Agreement, theterm “vest” shall mean, with respect to any Shares, that such Shares are nolonger subject to repurchase or forfeiture; provided, however, that suchShares shall remain subject to other restrictions on transfer set forth in theAgreement.  If the Grantee would becomevested in a fraction of a Restricted Share, such Restricted Share shall notvest until the Grantee becomes vested in the entire Share.  Notwithstanding the foregoing, the Sharessubject to this Notice will be subject to the provisions of the Agreementrelating to the release of repurchase and forfeiture provisions in the event ofa Corporate Transaction, Change of Control or Related Entity Disposition.

In the event of the Grantee’s change in status fromEmployee to Consultant or from an Employee whose customary employment is 20hours or more per week to an Employee whose customary employment is fewer than20 hours per week, vesting of the Shares shall continue only to the extent determinedby the Administrator.

IN WITNESS WHEREOF, the Company and the Grantee haveexecuted this Notice and agree that the Award is to be governed by the termsand conditions of this Notice and the Agreement.
|   | FP TECHNOLOGY HOLDINGS, INC. |
|--------|------------------------------|
|   |                         |
|   | By:                          |   |
|   |                         |
|   | Print Name:                  |   |
|        |                              |  |  |

 

THE GRANTEE ACKNOWLEDGES AND AGREES THAT THE SHARESSHALL VEST, IF AT ALL, ONLY DURING THE PERIOD OF GRANTEE’S CONTINUOUS SERVICE(NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS AWARD OR ACQUIRINGSHARES HEREUNDER).  THE GRANTEE FURTHERACKNOWLEDGES AND AGREES THAT NOTHING IN THIS NOTICE OR THE AGREEMENT SHALLCONFER UPON THE GRANTEE ANY RIGHT WITH RESPECT TO CONTINUATION OF GRANTEE’SCONTINUOUS SERVICE, NOR SHALL IT INTERFERE IN ANY WAY WITH THE GRANTEE’S RIGHTOR THE COMPANY’S RIGHT TO TERMINATE GRANTEE’S CONTINUOUS SERVICE AT ANY TIME,WITH OR WITHOUT CAUSE, AND WITH OR WITHOUT NOTICE.  THE GRANTEE ACKNOWLEDGES THAT UNLESS THEGRANTEE HAS A WRITTEN AGREEMENT WITH THE COMPANY TO THE CONTRARY, GRANTEE’SSTATUS IS AT WILL.

2

----

 

The Grantee acknowledgesreceipt of a copy of this Notice and the Agreement and represents that he orshe is familiar with the terms and provisions thereof, and hereby accepts theAward subject to all of the terms and provisions hereof and thereof.  The Grantee has reviewed this Notice and theAgreement in their entirety, has had an opportunity to obtain the advice ofcounsel prior to executing this Notice and fully understands all provisions ofthis Notice and the Agreement.  TheGrantee hereby agrees that all disputes arising out of or relating to thisNotice and the Agreement shall be resolved in accordance with Section 17of the Agreement.  The Grantee furtheragrees to notify the Company upon any change in the residence address indicatedin this Notice.
| Name of Grantee:      |   |   |   |
|-----------------------|--------|--------|--------|
|                  |   |   |
| Signature of Grantee: |   |   | Date:  |   |
|                       |        |        |        |  |  |  |

3

----

**FP TECHNOLOGY HOLDINGS, INC.**

**RESTRICTED STOCK AWARD AGREEMENT**

# 1.     Issuanceof Shares.  FP Technology Holdings,Inc., a Delaware corporation (the “Company”), hereby agrees to issue tothe “Grantee” named in the attached Notice of Restricted Stock Award (the “Notice”)the number of Shares of Common Stock set forth in the Notice (the “Shares”),subject to the terms of the Notice and this Restricted Stock Award Agreement(this “Agreement”).  All Sharesissued under this Agreement will be deemed issued to the Grantee as fully paidand nonassessable shares, and the Grantee will have the right to vote theShares at meetings of the Company’s shareholders.  The Company shall pay any applicable stocktransfer taxes imposed upon the issuance of the Shares to the Granteehereunder.  Defined terms used in thisAgreement but not defined herein shall have the same meanings given in the Notice.

# 2.     Consideration.  The Shares have been issued to the Grantee inconsideration for continued service with the Company, which consideration has avalue of $0.11 per share, the current fair market value of the Shares.

# 3.     TransferRestrictions.  The Shares issued tothe Grantee hereunder may not be sold, transferred by gift, pledged,hypothecated, or otherwise transferred or disposed of by the Grantee prior tothe date when the Shares become vested pursuant to the Vesting Schedule setforth in the Notice and cease to be Restricted Shares.  Any attempt to transfer Restricted Shares inviolation of this Section 3 will be null and void and will bedisregarded.  After the Shares vest, theShares will be subject to the Company’s Right of First Refusal as set forth inSection 8 below and the Company’s Repurchase Right as to vested Shares setforth in Section 9 below.

# 4.     Escrowof Stock**.** For purposes of facilitating the enforcement of the provisions of thisAgreement, the Grantee agrees, immediately upon receipt of the certificate(s)for the Restricted Shares, to deliver such certificate(s), together with anAssignment Separate from Certificate in the form attached hereto as Exhibit A,executed in blank by the Grantee and the Grantee’s spouse (if required fortransfer) with respect to each such stock certificate, to the Secretary orAssistant Secretary of the Company or his designee, to hold in escrow for solong as such Restricted Shares have not vested pursuant to the Vesting Scheduleset forth in the Notice or continue to remain subject to the Company’s Right ofFirst Refusal or Repurchase Right, with the authority to take all such actionsand to effectuate all such transfers and/or releases as may be necessary orappropriate to accomplish the objectives of this Agreement in accordance withthe terms hereof.  The Grantee herebyacknowledges that the appointment of the Secretary or Assistant Secretary ofthe Company (or their designee) as the escrow holder hereunder with the statedauthorities is a material inducement to the Company to make this Agreement andthat such appointment is coupled with an interest and is accordinglyirrevocable.  The Grantee agrees thatsuch escrow holder shall not be liable to any party hereto (or to any otherparty) for any actions or omissions unless such escrow holder is grosslynegligent relative thereto.  The escrowholder may rely upon any letter, notice or other document executed by anysignature purported to be genuine and may resign at any time.  Upon the vesting of all Restricted Shares andtermination of the Company’s Right of First Refusal and Repurchase Right, theescrow holder will, without further order or instruction, transmit to theGrantee the certificate evidencing such Shares, subject, however, tosatisfaction of any withholding obligations provided in Section 6 below.

1

----

# 5.     Distributions.  Except as set forth in Section 9(e), theCompany shall disburse to the Grantee all regular cash dividends with respectto the Shares and Additional Securities (whether vested or not), less anyapplicable withholding obligations.

# 6.     Section83(b) Election and Withholding of Taxes. The Grantee will provide the Administrator with a copy of any timelyelection made pursuant to Section 83(b) of the Internal Revenue Code orsimilar provision of state law (collectively, an “83(b) Election”), aform of which is attached hereto as Exhibit B.  If the Grantee makes a timely 83(b) Election,the Grantee shall immediately pay the Company the amount necessary to satisfyany applicable foreign, federal, state, and local income and employment taxwithholding obligations.  If the Granteedoes not make a timely 83(b) Election, the Grantee shall, as Restricted Sharesshall vest or at the time withholding is otherwise required by any applicablelaw, pay the Company the amount necessary to satisfy any applicable foreign,federal, state, and local income and employment tax withholdingobligations.  The Grantee herebyrepresents that he or she understands (a) the contents and requirements ofthe 83(b) Election, (b) the application of Section 83(b) to thereceipt of the Shares by the Grantee pursuant to this Agreement, (c) thenature of the election to be made by the Grantee under Section 83(b), and(d) the effect and requirements of the 83(b) Election under relevant stateand local tax laws.  The Grantee furtherrepresents that he or she intends to file an election pursuant toSection 83(b) with the Internal Revenue Service within thirty(30) days following the date of this Agreement, and submit a copy of suchelection to the Company and with his or her federal tax return for the calendaryear in which the date of this Agreement falls.

# 7.     AdditionalSecurities.  Any securities or cashreceived (other than a regular cash dividend) as the result of ownership of theRestricted Shares (the “Additional Securities”), including, but not byway of limitation, warrants, options and securities received as a stockdividend or stock split, or as a result of a recapitalization or reorganizationor other similar change in the Company’s capital structure, shall be retainedin escrow in the same manner and subject to the same conditions andrestrictions as the Restricted Shares with respect to which they were issued,including, without limitation, the Vesting Schedule set forth in the Notice,Right of First Refusal and the Repurchase Right.  The Grantee shall be entitled to direct theCompany to exercise any warrant or option received as Additional Securitiesupon supplying the funds necessary to do so, in which event the securities sopurchased shall constitute Additional Securities, but the Grantee may notdirect the Company to sell any such warrant or option.  If Additional Securities consist of aconvertible security, the Grantee may exercise any conversion right, and anysecurities so acquired shall constitute Additional Securities.  Appropriate adjustments to reflect thedistribution of Additional Securities shall be made to the price per share tobe paid upon the exercise of the Repurchase Right in order to reflect theeffect of any such transaction upon the Company’s capital structure.  In the event of any change in certificatesevidencing the Shares or the Additional Securities by reason of anyrecapitalization, reorganization or other transaction that results in thecreation of Additional Securities, the escrow holder is authorized to deliverto the issuer the certificates evidencing the Shares or the AdditionalSecurities in exchange for the certificates of the replacement securities.

2

----

# 8.     Company’sRight of First Refusal.

## (a)   TransferNotice.  Following the date when theShares become vested pursuant to the Vesting Schedule set forth in the Notice,the Grantee or a transferee (either being sometimes referred to herein as the “Holder”)may sell, hypothecate, encumber or otherwise transfer any Shares or any rightor interest therein only (1) upon first obtaining the prior writtenconsent of the Company or (2) if the Holder first shall have provided theCompany with written notice (the “Transfer Notice”) of:

### (i)            TheHolder’s intention to transfer;

### (ii)           Thename of the proposed transferee;

### (iii)          Thenumber of Shares to be transferred; and

### (iv)          Theproposed transfer price or value and terms thereof.

## (b)   FirstRefusal Exercise Notice.  The Companyshall have the right to purchase (the “Right of First Refusal”) all orless than all of the Shares which are described in the Transfer Notice (the “OfferedShares”) at any time during the period commencing upon receipt of theTransfer Notice and ending ten (10) days thereafter (the “Option Period”)at the per share price or value and in accordance with the terms stated in theTransfer Notice which Right of First Refusal shall be exercised by writtennotice (the “First Refusal Exercise Notice”) to the Holder.  During the Option Period, the Company alsomay exercise its Repurchase Right in lieu or in addition to its Right of FirstRefusal if the Repurchase Right is or becomes exercisable during the OptionPeriod.

## (c)   PaymentTerms.  The Company shall consummatethe purchase of the Offered Shares on the terms set forth in the Transfer Noticewithin ten (10) days after delivery of the First Refusal Exercise Notice;provided, however, that in the event the Transfer Notice provides for thepayment for the Offered Shares other than in cash, the Company and/or itsassigns shall have the right to pay for the Offered Shares by the discountedcash equivalent of the consideration described in the Transfer Notice asreasonably determined by the Administrator. Upon payment for the Offered Shares to the Holder or into escrow for thebenefit of the Holder, the Company or its assigns shall become the legal andbeneficial owner of the Offered Shares and all rights and interest therein orrelated thereto, and the Company shall have the right to transfer the OfferedShares to its own name or its assigns without the further action by the Holder.

## (d)   Assignment.  Whenever the Company shall have the right topurchase Shares under this Right of First Refusal, the Company may designateand assign one or more employees, officers, directors or shareholders of theCompany or other persons or organizations, to exercise all or a part of theCompany’s Right of First Refusal.

## (e)   Non-Exercise.  If the Company and/or its assigns do notcollectively elect to exercise the Right of First Refusal within the OptionPeriod or such earlier time if the Company and/or its assigns notifies theHolder that it will not exercise the Right of First Refusal, then the Holdermay transfer the Shares upon the terms and conditions stated in the TransferNotice, provided that:

3

----

## (i)    Thetransfer is made within 90 days of the expiration of the Option Period;and

### (ii)          The transferee agrees inwriting that such Shares shall be held subject to the provisions of thisAgreement.

## (f)    Expirationof Transfer Period.  Following such90-day period, no transfer of the Offered Shares and no change in theterms of the transfer as stated in the Transfer Notice (including the name ofthe proposed transferee) shall be permitted without a new written TransferNotice prepared and submitted in accordance with the requirements of this Rightof First Refusal.

## (g)   Terminationof Right of First Refusal.  Theprovisions of this Right of First Refusal shall terminate as to all Shares uponthe Registration Date.

## (h)   CorporateTransaction/Related Entity Disposition. In the event of a Corporate Transaction or a Related Entity Disposition,the Right of First Refusal shall apply to the new capital stock or otherproperty received in exchange for the Shares in consummation of the CorporateTransaction or Related Entity Disposition, but only to the extent the Sharesare at the time covered by such right.

# 9.     Company’s Repurchase Right.

## (a)   Grantof Repurchase Right.  The Company ishereby granted the right (the “Repurchase Right”), exercisable at anytime during the ten (10) day period (the “Share Repurchase Period”)following the date the Grantee’s Continuous Service terminates for any reason,with or without cause, other than due to Grantee’s death or Disability (inwhich case the determination of whether the Restricted Shares are subject tothe Repurchase Right shall be determined in accordance with the provisions forDisability set forth in the Notice), or the termination of the Award pursuantto Section 19 of this Agreement (in any case, the “Termination Date”),to repurchase all or any portion of the Shares that are deemed RestrictedShares (as such term is defined in the Notice).

## (b)   Exerciseof the Repurchase Right.  TheRepurchase Right shall be exercisable by written notice delivered to theGrantee prior to the expiration of the Share Repurchase Period.  The notice shall indicate the number ofShares to be repurchased and the date on which the repurchase is to beeffected, such date to be not later than the last day of the Share RepurchasePeriod.  On the date on which therepurchase is to be effected, the Company and/or its assigns shall pay to theGrantee in cash or cash equivalents (including the cancellation of anypurchase-money indebtedness) for Restricted Shares being repurchased, theamount previously paid by the Grantee to the Company for such Shares (par valueof the Shares as provided in the Notice). Upon such payment to the Grantee or into escrow for the benefit of theGrantee, the Company and/or its assigns shall become the legal and beneficialowner of the Shares being repurchased and all rights and interest thereon orrelated thereto, and the Company shall have the right to transfer to its ownname or its assigns the number of Shares being repurchased, without furtheraction by the Grantee.

4

----

## (c)   Assignment.  Whenever the Company shall have the right topurchase Shares under this Repurchase Right, the Company may designate andassign one or more employees, officers, directors or shareholders of theCompany or other persons or organizations, to exercise all or a part of theCompany’s Repurchase Right.

## (d)   Terminationof the Repurchase Right.  TheRepurchase Right shall terminate with respect to any Shares for which it is nottimely exercised.

## (e)   CorporateTransaction/Related Entity Disposition. In the event of a Corporate Transaction or a Related Entity Disposition,the Repurchase Right shall apply to the new capital stock or other property(including cash paid other than as a regular cash dividend) received inexchange for the Shares in consummation of the Corporate Transaction or RelatedEntity Disposition and such stock or property shall be deemed AdditionalSecurities for purposes of this Agreement, but only to the extent the Sharesare at the time covered by such Repurchase Right.  Appropriate adjustments shall be made to theprice per share payable upon exercise of the Repurchase Right to reflect theeffect of the Corporate Transaction or Related Entity Disposition. To theextent that this Agreement is not Assumed, the Company shall have theRepurchase Right as to such Restricted Shares pursuant to Section 9(a) ofthis Agreement, except that the Share Repurchase Period shall be the fifteen(15) day period immediately preceding the consummation of the CorporateTransaction or Related Entity Disposition.

# 10.   Stop-Transfer Notices.  In order to ensure compliance with therestrictions on transfer set forth in this Agreement or the Notice, the Companymay issue appropriate “stop transfer” instructions to its transfer agent, ifany, and, if the Company transfers its own securities, it may make appropriatenotations to the same effect in its own records.

# 11.   Refusal to Transfer.  The Company shall not be required (i) totransfer on its books any Shares that have been sold or otherwise transferredin violation of any of the provisions of this Agreement or (ii) to treatas owner of such Shares or to accord the right to vote or pay dividends to anypurchaser or other transferee to whom such Shares shall have been sotransferred.

# 12.   Restrictive Legends.  Grantee understands and agrees that theCompany shall cause the legends set forth below or legends substantiallyequivalent thereto, to be placed upon any certificate(s) evidencing ownershipof the Shares together with any other legends that may be required by theCompany or by state or federal securities laws:

THE SECURITIESREPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933(THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED ORHYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OFCOUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE ORTRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.

5

----

THE SHARESREPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER,A RIGHT OF FIRST REFUSAL AND A REPURCHASE RIGHT HELD BY THE ISSUER OR ITSASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK AGREEMENT BETWEEN THE ISSUERAND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THEPRINCIPAL OFFICE OF THE ISSUER SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRSTREFUSAL AND REPURCHASE RIGHT ARE BINDING ON TRANSFEREES OF THESE SHARES.

# 13.   Lock-Up Agreement.

## (a)   Agreement.  Grantee, if requested by the Company and thelead underwriter of any public offering of the Common Stock or other securitiesof the Company (the “Lead Underwriter”), hereby irrevocably agrees notto sell, contract to sell, grant any option to purchase, transfer the economicrisk of ownership in, make any short sale of, pledge or otherwise transfer ordispose of any interest in any Common Stock or any securities convertible intoor exchangeable or exercisable for or any other rights to purchase or acquireCommon Stock (except Common Stock included in such public offering or acquiredon the public market after such offering) during the 180-day periodfollowing the effective date of a registration statement of the Company filedunder the Securities Act of 1933, as amended, or such shorter period of time asthe Lead Underwriter shall specify.  Granteefurther agrees to sign such documents as may be requested by the LeadUnderwriter to effect the foregoing and agrees that the Company may imposestop-transfer instructions with respect to such Common Stock subject until theend of such period.  The Company andGrantee acknowledge that each Lead Underwriter of a public offering of theCompany’s stock, during the period of such offering and for the 180-dayperiod thereafter, is an intended beneficiary of this Section 13.

## (b)   NoAmendment Without Consent of Underwriter. During the period from identification as a Lead Underwriter inconnection with any public offering of the Company’s Common Stock until theearlier of (i) the expiration of the lock-up period specified inSection 13(a) in connection with such offering or (ii) theabandonment of such offering by the Company and the Lead Underwriter, theprovisions of this Section 13 may not be amended or waived except with theconsent of the Lead Underwriter.

# 14.   Grantee’s Representations.  In the event the Shares issuable pursuant tothis Agreement have not been registered under the Securities Act of 1933, asamended, at the time of initial issuance to the Grantee, the Grantee shall, ifrequired by the Company, concurrently with the receipt of the Shares, deliverto the Company his or her Investment Representation Statement in the formattached hereto as Exhibit C.

# 15.   Entire Agreement: Governing Law.  The Notice and this Agreement constitute theentire agreement of the parties with respect to the subject matter hereof andsupersede in their entirety all prior undertakings and agreements of theCompany and the Grantee with respect to the subject matter hereof, and may notbe modified adversely to the Grantee’s interest except by

6

----

# means of a writing signedby the Company and the Grantee.  Theseagreements are to be construed in accordance with and governed by the internallaws of the****State of California (as permittedby Section 1646.5 of the California Civil Code, or any similar successorprovision) without giving effect to any choice of law rule that would cause theapplication of the laws of any jurisdiction other than the internal laws of theState of California to the rights and duties of the parties.  Should any provision of the Notice or thisAgreement be determined by a court of law to be illegal or unenforceable, theother provisions shall nevertheless remain effective and shall remainenforceable.

# 16.   Headings.  The captions used in this Agreement areinserted for convenience and shall not be deemed a part of this Agreement forconstruction or interpretation.

# 17.   Dispute Resolution.  The provisions of this Section 17 shallbe the exclusive means of resolving disputes arising out of or relating to theNotice and this Agreement.  The Company,the Grantee, and the Grantee’s assignees (the “parties”) shall attemptin good faith to resolve any disputes arising out of or relating to the Noticeand this Agreement by negotiation between individuals who have authority tosettle the controversy.  Negotiationsshall be commenced by either party by notice of a written statement of theparty’s position and the name and title of the individual who will representthe party.  Within thirty (30) days ofthe written notification, the parties shall meet at a mutually acceptable timeand place, and thereafter as often as they reasonably deem necessary, toresolve the dispute.  If the dispute hasnot been resolved by negotiation, the parties agree that any suit, action, orproceeding arising out of or relating to the Notice or this Agreement shall bebrought in the United States District Court for the Central District ofCalifornia (or should such court lack jurisdiction to hear such action, suit orproceeding, in a California state court in the County of Los Angeles) and thatthe parties shall submit to the jurisdiction of such court.  The parties irrevocably waive, to the fullestextent permitted by law, any objection the party may have to the laying ofvenue for any such suit, action or proceeding brought in such court.  THE PARTIES ALSO EXPRESSLY WAIVE ANY RIGHTTHEY HAVE OR MAY HAVE TO A JURY TRIAL OF ANY SUCH SUIT, ACTION ORPROCEEDING.  If any one or moreprovisions of this Section 17 shall for any reason be held invalid orunenforceable, it is the specific intent of the parties that such provisionsshall be modified to the minimum extent necessary to make it or its applicationvalid and enforceable.

# 18.   Notices.  Any notice required or permitted hereundershall be given in writing and shall be deemed effectively given upon personaldelivery or upon deposit in the United States mail by certified mail (if theparties are within the United States) or upon deposit for delivery by aninternationally recognized express mail courier service (for internationaldelivery of notice), with postage and fees prepaid, addressed to the otherparty at its address as shown beneath its signature in the Notice, or to suchother address as such party may designate in writing from time to time to theother party.

7

----

# 19.   Corporate Transactions/Changes inControl/Related Entity Dispositions.

## (a)   Termination of Award to the Extent Not Assumed

### (i)            Corporate Transaction.  Effective upon the consummation of aCorporate Transaction, the Award shall terminate and all Restricted Sharesshall cease vesting.  In such event theRestricted Shares which have not vested will be subject to the Repurchase Rightof the Company contained in Section 9 above. However, the Award shall not terminate and vesting shall not cease tothe extent the Award is Assumed in connection with the Corporate Transaction.

### (ii)           RelatedEntity Disposition.  Effective uponthe consummation of a Related Entity Disposition, for purposes of the Award,there shall be a deemed termination of Continuous Service of the Grantee if heor she is at the time engaged primarily in service to the Related Entityinvolved in such Related Entity Disposition.  However, such Continuous Service shall not bedeemed to terminate as to the portion of the Award that is Assumed.

## (b)   Accelerationof Award Upon Corporate Transaction/Change in Control/Related EntityDisposition.  The Board shall havethe authority, exercisable either in advance of any actual or anticipatedCorporate Transaction, Change in Control or Related Entity Disposition or atthe time of an actual Corporate Transaction, Change in Control or RelatedEntity Disposition and exercisable at any time while the Award remainsoutstanding, to provide for the full or partial automatic vesting of the Awardand the release from restrictions on transfer and repurchase or forfeiturerights of the Award in connection with a Corporate Transaction, Change inControl or Related Entity Disposition, on such terms and conditions as theBoard may specify.  The Board also shallhave the authority to condition the Award vesting and exercisability or releasefrom such limitations upon the subsequent termination of the Continuous Serviceof the Grantee within a specified period following the effective date of theCorporate Transaction, Change in Control or Related Entity Disposition.  The Board may provide that the Award sovested or released from such limitations in connection with a Change in Controlor Related Entity Disposition, shall remain fully exercisable until theexpiration or sooner termination of the Award.

# 20.   Definitions.  As used herein, the following definitionsshall apply:

## (a)   “Affiliate”and “Associate” shall have the respective meanings ascribed to suchterms in Rule 12b-2 promulgated under the Exchange Act.

## (b)   “Assumed”means that (i) pursuant to a Corporate Transaction or a Related EntityDisposition, the contractual obligations represented by the Award are assumedby the successor entity or its Parent in connection with the CorporateTransaction or Related Entity Disposition or (ii) pursuant to a CorporateTransaction the Award is affirmed by the Company.  The Award shall not be deemed “Assumed” forpurposes of terminating the Award (in the case of a Corporate Transaction) andthe termination of the Continuous Service of the Grantee (in the case of aRelated Entity Disposition) if pursuant to a Corporate Transaction or a RelatedEntity Disposition the Award is replaced with a comparable award with respectto shares of capital stock of the successor entity or its Parent.

8

----

## (c)   “Board”means the Board of Directors of the Company and shall include any committee ofthe Board or Officer of the Company to which the Board has delegated itsauthority under this Agreement.

## (d)   “Changein Control” means a change in ownership or control of the Company effectedthrough the direct or indirect acquisition by any person or related group ofpersons (other than an acquisition from or by the Company or by aCompany-sponsored employee benefit plan or by a person that directly orindirectly controls, is controlled by, or is under common control with, theCompany) of beneficial ownership (within the meaning of Rule 13d-3of the Exchange Act) of securities possessing more than fifty percent (50%) ofthe total combined voting power of the Company’s outstanding securitiespursuant to a tender or exchange offer made directly to the Company’sstockholders.

## (e)   “Code”means the Internal Revenue Code of 1986, as amended.

## (f)    “CommonStock” means the common stock of the Company.

## (g)   “Company”means FP Technology Holdings, Inc., a Delaware corporation.

## (h)   “Consultant”means any person (other than an Employee or a Director, solely with respect torendering services in such person’s capacity as a Director) who is engaged bythe Company or any Related Entity to render consulting or advisory services tothe Company or such Related Entity.

## (i)    “ContinuousService” means that the provision of services to the Company or a RelatedEntity in any capacity of Employee, Director or Consultant, is not interruptedor terminated.  Continuous Service shallnot be considered interrupted in the case of (i) any approved leave ofabsence, (ii) transfers among the Company, any Related Entity, or anysuccessor, in any capacity of Employee, Director or Consultant, or(iii) any change in status as long as the individual remains in theservice of the Company or a Related Entity in any capacity of Employee,Director or Consultant (except as otherwise provided in the OptionAgreement).  An approved leave of absenceshall include sick leave, military leave, or any other authorized personalleave.

## (j)    “CorporateTransaction” means any of the following transactions:

### (i)            amerger or consolidation in which the Company is not the surviving entity,except for a transaction the principal purpose of which is to change the statein which the Company is incorporated;

### (ii)           thesale, transfer or other disposition of all or substantially all of the assetsof the Company (including the capital stock of the Company’s subsidiarycorporations);

### (iii)          thecomplete liquidation or dissolution of the Company;

### (iv)          anyreverse merger in which the Company is the surviving entity but in whichsecurities possessing more than fifty percent (50%) of the total combinedvoting

9

----

### power of the Company’s outstanding securities are transferred to aperson or persons different from those who held such securities immediatelyprior to such merger; or

### (v)           acquisition in a single or series of relatedtransactions by any person or related group of persons (other than the Companyor by a Company-sponsored employee benefit plan) of beneficial ownership(within the meaning of Rule 13d-3 of the Exchange Act) of securities possessingmore than fifty percent (50%) of the total combined voting power of the Company’soutstanding securities but excluding any such transaction or series of relatedtransactions that the Administrator determines shall not be a CorporateTransaction.

## (k)   “Director”means a member of the Board or the board of directors of any Related Entity.

## (l)    “Disability”shall have the same meaning as defined under the long-term disability policy ofthe Company or the Related Entity to which the Grantee provides servicesregardless of whether the Grantee is covered by such policy.  If the Company or the Related Entity to whichthe Grantee provides service does not have a long-term disability plan inplace, “Disability” means that the Grantee is unable to carry out theresponsibilities and functions of the position held by the Grantee by reason ofany medically determinable physical or mental impairment for a period of notless than ninety (90) consecutive days. The Grantee will not be considered to have incurred a Disability unlesshe or she furnishes proof of such impairment sufficient to satisfy the Board inits discretion.

## (m)  “Employee”means any person, including an Officer or Director, who is an employee of theCompany or any Related Entity.  Thepayment of a director’s fee by the Company or a Related Entity shall not besufficient to constitute “employment” by the Company.

## (n)   “ExchangeAct” means the Securities Exchange Act of 1934, as amended.

## (o)   “Officer”means a person who is an officer of the Company or a Related Entity within themeaning of Section 16 of the Exchange Act and the rules and regulationspromulgated thereunder.

## (p)   “Parent”means a “parent corporation,” whether now or hereafter existing, as defined inSection 424(e) of the Code.

## (q)   “RegistrationDate” means the first to occur of (i) the closing of the first sale tothe general public pursuant to a registration statement filed with and declaredeffective by the Securities and Exchange Commission under the Securities Act of1933, as amended, of (A) the Common Stock or (B) the same class ofsecurities of a successor corporation (or its Parent) issued pursuant to aCorporate Transaction in exchange for or in substitution of the Common Stock;and (ii) in the event of a Corporate Transaction, the date of theconsummation of the Corporate Transaction if the same class of securities ofthe successor corporation (or its Parent) issuable in such Corporate Transactionshall have been sold to the general public pursuant to a registration statementfiled with and declared effective by the Securities and Exchange Commissionunder the Securities Act of 1933, as amended, on or prior to the date ofconsummation of such Corporate Transaction.

10

----

## (r)    “RelatedEntity” means any Parent or Subsidiary of the Company and any business,corporation, partnership, limited liability company or other entity in whichthe Company or a Parent or a Subsidiary of the Company holds a substantialownership interest, directly or indirectly.

## (s)   “RelatedEntity Disposition” means the sale, distribution or other disposition bythe Company or a Parent or a Subsidiary of the Company of all or substantiallyall of the interests of the Company or a Parent or a Subsidiary of the Companyin any Related Entity effected by a sale, merger or consolidation or othertransaction involving that Related Entity or the sale of all or substantiallyall of the assets of that Related Entity, other than any Related EntityDisposition to the Company or a Parent or a Subsidiary of the Company.

## (t)    “Share”means a share of the Common Stock.

## (u)   “Subsidiary”means a “subsidiary corporation,” whether now or hereafter existing, as definedin Section 424(f) of the Code.

11

----

##  

**EXHIBIT A**

**STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE**

**[Pleasesign this document but do not date it. The date and information of the transferee will be completed if and whenthe shares are assigned.]**

FOR VALUERECEIVED,                                                        hereby sells, assigns and transfers unto                                           ,                                          (        ) shares of the CommonStock of FP Technology Holdings, Inc., a Delaware corporation (the “Company”),standing in his name on the books of, the Company represented by CertificateNo.         herewith, and does herebyirrevocably constitute and appoint the Secretary of the Company attorney totransfer the said stock in the books of the Company with full power ofsubstitution.
| DATED: |   |   |
|--------|--------|--------|
|   |   |   |
|   |   |   |   |

1

----

**EXHIBIT B**

ELECTION UNDER SECTION83(b)

OF THE INTERNALREVENUE CODE OF 1986

The undersigned taxpayer hereby elects, pursuant tothe Internal Revenue Code, to include in gross income for 20   the amount of any compensation taxable in connection with the taxpayer’sreceipt of the property described below:

1.             Thename, address, taxpayer identification number and taxable year of theundersigned are:

TAXPAYER’S NAME:

SPOUSE’SNAME:

TAXPAYER’S SOCIALSECURITY NO.:

SPOUSE’SSOCIAL SECURITY NO.:

TAXABLEYEAR:  Calendar Year 20   

ADDRESS:

2.             Theproperty which is the subject of this election is                      shares of common stock of FP Technology Holdings, Inc.

3.             Theproperty was transferred to the undersigned on                     ,20    .

4.             Theproperty is subject to the following restrictions:  The property is subject to a repurchase rightpursuant to which the issuer has the right to acquire the property at theoriginal purchase price if for any reason taxpayer’s employment or service withthe issuer is terminated.  The issuer’srepurchase right lapses in a series of periodic installments.

5.             Thefair market value of the property at the time of transfer (determined withoutregard to any restriction other than a restriction which by its terms willnever lapse) is:  $              per share x                shares = $                  .

6.             Theundersigned paid $             per share x                    shares for the property transferred or a total of $                             .

The undersigned has submitted a copy of this statementto the person for whom the services were performed in connection with theundersigned’s receipt of the above-described property.  The undersigned taxpayer is the personperforming the services in connection with the transfer of said property.

The undersigned will file this election with theInternal Revenue Service office to which he files his annual income tax returnnot later than 30 days after the date of transfer of the property.  A copy of the election also will be furnishedto the person for whom the services were

1

----

performed.  Additionally, the undersigned will include acopy of the election with his income tax return for the taxable year in whichthe property is transferred.  Theundersigned understands that this election will also be effective as anelection under applicable state law.
| Dated: |   |   |     |   |
|--------|--------|--------|----------|--------|
|   |   |   | Taxpayer |   |

 

The undersigned spouse oftaxpayer joins in this election.
| Dated: |   |   |                |   |
|--------|--------|--------|---------------------|--------|
|   |   |   | Spouse of  Taxpayer |   |

 

2

----

**EXHIBIT C**

**FP TECHNOLOGY HOLDINGS, INC.**

**INVESTMENT REPRESENTATION STATEMENT**
| NAME OF GRANTEE:  |                                                                  |   |
|-------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|              |                                                                                                                                                                                                                                                                                                                                                                                             |   |
| COMPANY:          | FP TECHNOLOGY HOLDINGS, INC.                                                                                                                                                                                                                                                                                                                                                                     |   |
|              |                                                                                                                                                                                                                                                                                                                                                                                             |   |
| SECURITY:         | COMMON STOCK                                                                                                                                                                                                                                                                                                                                                                                     |   |
|              |                                                                                                                                                                                                                                                                                                                                                                                             |   |
| NUMBER OF SHARES: |                                                                  |   |
|              |                                                                                                                                                                                                                                                                                                                                                                                             |   |
| DATE OF ISSUANCE: |                                                                  |   |

 

In connection with the receipt of the above-listed Securities,the undersigned Grantee represents to the Company the following:

## (a)   Granteeis aware of the Company’s business affairs and financial condition and hasacquired sufficient information about the Company to reach an informed andknowledgeable decision to acquire the Securities.  Grantee is acquiring these Securities forinvestment for Grantee’s own account only and not with a view to, or for resalein connection with, any “distribution” thereof within the meaning of theSecurities Act of 1933, as amended (the “Securities Act”).

## (b)   TheGrantee is an “accredited investor” within the meaning of Rule 501 ofRegulation D of the Securities and Exchange Commission, as presently in effect.

## (c)   Granteeacknowledges and understands that the Securities constitute “restrictedsecurities” under the Securities Act and have not been registered under theSecurities Act in reliance upon a specific exemption therefrom, which exemptiondepends upon among other things, the bona fide nature of Grantee’s investmentintent as expressed herein.  In thisconnection, Grantee understands that, in the view of the Securities andExchange Commission, the statutory basis for such exemption may be unavailableif Grantee’s representation was predicated solely upon a present intention tohold these Securities for the minimum capital gains period specified under taxstatutes, for a deferred sale, for or until an increase or decrease in themarket price of the Securities, or for a period of one year or any other fixedperiod in the future.  Grantee furtherunderstands that the Securities must be held indefinitely unless they aresubsequently registered under the Securities Act or an exemption from such registrationis available.  Grantee furtheracknowledges and understands that the Company is under no obligation toregister the Securities.  Granteeunderstands that the certificate evidencing the Securities will be imprintedwith a legend which prohibits the transfer of the Securities unless they areregistered or such registration is not required in the opinion of counselsatisfactory to the Company.

1

----

## (d)   Granteeis familiar with the provisions of Rule 701 and Rule 144, eachpromulgated under the Securities Act, which, in substance, permit limitedpublic resale of “restricted securities” acquired, directly or indirectly fromthe issuer thereof, in a non-public offering subject to the satisfactionof certain conditions.  Rule 701provides that if the issuer qualifies under Rule 701 at the time of thesale of the Shares to the Grantee, the sale will be exempt from registrationunder the Securities Act.  In the eventthe Company becomes subject to the reporting requirements of Section 13 or15(d) of the Securities Exchange Act of 1934, ninety (90) days thereafter (orsuch longer period as any market stand-off agreement may require) theSecurities exempt under Rule 701 may be resold, subject to thesatisfaction of certain of the conditions specified by Rule 144,including:  (1) the resale beingmade through a broker in an unsolicited “broker’s transaction” or intransactions directly with a market maker (as said term is defined under theSecurities Exchange Act of 1934); and, in the case of an affiliate,(2) the availability of certain public information about the Company,(3) the amount of Securities being sold during any three month period notexceeding the limitations specified in Rule 144(e), and (4) thetimely filing of a Form 144, if applicable.

In the event that the Company does not qualify under Rule 701at the time of sale of the Securities, then the Securities may be resold incertain limited circumstances subject to the provisions of Rule 144, whichrequires the resale to occur not less than one year after the later of the datethe Securities were sold by the Company or the date the Securities were sold byan affiliate of the Company, within the meaning of Rule 144; and, in thecase of acquisition of the Securities by an affiliate, or by a non-affiliatewho subsequently holds the Securities less than two years, the satisfaction ofthe conditions set forth in sections (1), (2), (3) and (4) of the paragraphimmediately above.

## (e)   Granteefurther understands that in the event all of the applicable requirements ofRule 701 or 144 are not satisfied, registration under the Securities Act,compliance with Regulation A, or some other registration exemption will berequired; and that, notwithstanding the fact that Rules 144 and 701 arenot exclusive, the Staff of the Securities and Exchange Commission has expressedits opinion that persons proposing to sell private placement securities otherthan in a registered offering and otherwise than pursuant to Rules 144 or701 will have a substantial burden of proof in establishing that an exemptionfrom registration is available for such offers or sales, and that such personsand their respective brokers who participate in such transactions do so attheir own risk.  Grantee understands thatno assurances can be given that any such other registration exemption will beavailable in such event.

## (f)    Granteerepresents that he or she is a resident of the State of                           .

|        | Signature of Grantee: |   |
|--------|-----------------------|--------|
|   |                  |   |
|   |                  |   |
|   |                  |   |
|   |                  |   |
|   | Date:                 |   | , |   |   |   |
|        |                       |        |  |  |  |  |

 

2

----