Exhibit 10.57
 
 RESTRICTED STOCK AGREEMENT
 Agreement Company ( Employee Name) ( Date) Grant Date
  Services ( Title)
 Special
Committee
   Restricted Stock (Number of Shares) Restricted Stock
  (a)
    
    The shares of Restricted Stock shall vest as follows: 50% of
the Restricted Stock shall vest on the first anniversary of the Grant Date and
50% of the Restricted Stock shall vest on the second anniversary of the Grant
Date; provided, that no shares of Restricted Stock shall vest unless on such
vesting date the Recipient has, since the Grant Date, continuously provided
Services to the Company.
 (b)
    
    The Restricted Stock will be transferred of record to the
Recipient and a certificate or certificates representing such Restricted Stock
will be issued in the name of the Recipient immediately upon the execution of
this Agreement. The Restricted Stock certificate(s) will bear a legend as
provided by the Company, conspicuously referring to the terms, conditions and
restrictions of this Agreement. Subject to Section 10, the Company may deliver
such Restricted Stock certificate(s) to the Recipient, retain custody of such
Restricted Stock certificate(s) prior to vesting or require the Recipient to
enter into an escrow arrangement
under which such Restricted Stock certificate(s) will be held by an escrow
agent.




---



##### 



(a)
    
    The Restricted Stock granted pursuant to this Agreement shall
vest in accordance with Section 2(a) above, as long as the Recipient continues
to provide Services to the Company. If, however, prior to the date on which
the Restricted Stock vests pursuant to Section 2(a), either:
 (i)
    
    the Company terminates the Recipients
Services, or
 (ii)
    
    the Recipient voluntarily ceases to perform
Services for the Company,
  Effect of Change of Control
 (a)
    
    the sale of all or substantially all of the assets of the
Company on a consolidated basis to an unrelated person or entity;
 (b)
    
    a merger, reorganization or consolidation in which the
outstanding shares of capital stock of the Company are converted into or
exchanged for securities of the successor entity and the holders of the
Companys outstanding voting power immediately prior to such transaction do not
own at least a majority of the outstanding voting power of the successor entity
immediately upon completion of such transaction;
 (c)
    
    the sale of all or a majority of the capital stock of the
Company to an unrelated person or entity; or
 (d)
    
    any other transaction in which the holders of the Companys
outstanding voting power immediately prior to such transaction do not own at
least a majority of the outstanding voting power of the Company or a successor
entity immediately upon completion of the transaction;




---



##### 



Restrictions on Transfer.
 Limitation of Rights
 (a)
    
    give the Recipient any right to be awarded any further
Restricted Stock or any other equity in the Company in the future, even if
Restricted Stock or other equity awards are granted on a regular or repeated
basis;
 (b)
    
    give the Recipient or any other person any interest in any
specified asset or assets of the Company or any subsidiary of the Company; or
 (c)
    
    confer upon the Recipient the right to continue in the service
of the Company, or affect the right of the Company to terminate the service of
the Recipient at any time or for any reason.
 Drag Along Rights Approved Sale




---



##### 



Prerequisites to Benefits
 Rights as a Stockholder
 Securities Act Securities Act
 Federal and State Taxes
 Entire Agreement
 Notice




---



##### 



Amendment
 Severability; Counterparts
 Consent of Spouse Exhibit A
 Successors and Assigns
 Governing Law




---



##### 



1st DETECT CORPORATIONBy:Name:
    
    Thomas B. Pickens, IIITitle:
    
    Chairman of the BoardAddress:
    
    401 Congress Ave, Suite 1650Austin, TX 78701RECIPIENT(Employee Name)Address:
 Signature Page to Restricted Stock Agreement




---



##### 



EXHIBIT A
 CONSENT OF SPOUSE
 Exhibit A Agreement
   
 Signature of Stockholders SpousePrint Name