Exhibit
      10.11

    
 

    WAKO
      LOGISTICS GROUP, INC

    2005
      STOCK INCENTIVE PLAN

    RESTRICTED
      STOCK AGREEMENT

     

    AGREEMENT,
      made as of the ___ day of ______________, 200__, by and between Wako Logistics
      Group, Inc., a Delaware corporation (the “Company”), and
      ___________________    (the “Participant”).

     

    W
      I T N E S S E T H:

     

    WHEREAS,
      pursuant to the Wako Logistics Group, Inc. 2005 Stock Incentive Plan
      (the
“Plan”),
      the
      Company desires to grant the Participant, and the Participant desires to accept,
      an award of Restricted Stock on the terms and conditions set forth in this
      Agreement and the Plan.

     

    NOW,
      THEREFORE, the parties hereto agree as follows:

     

    1.          
      Grant. 
      In consideration of past services to the Company, the Company hereby grants
      to
      the Participant ______________ shares of the Company’s common stock, $0.001 par
      value per share (the “Common
      Stock”),
      subject to the restrictions and risk of forfeiture contained herein and upon
      the
      other terms and conditions set forth in this Agreement and the Plan. 
      During the period which the shares of Common Stock are subject to the
      restrictions and risk of forfeiture contained herein, such shares shall be
      referred to as “Restricted
      Stock.”

     

    2.        
      Restrictions; Risk of Forfeiture. 
      The Restricted Stock may not be sold, assigned, transferred, disposed of,
      pledged or otherwise hypothecated by the Participant.  Any attempted
      sale,
      assignment, transfer, disposition, pledge or hypothecation of shares of
      Restricted Stock shall be void and of no effect and the Company shall have
      the
      right to disregard the same on its books and records and issue “stop transfer”
      instructions to its transfer agent.  The Restricted Stock may be forfeited
      to the Company pursuant to Section 4, at which time the Company shall
      have
      the right to instruct the Company’s transfer agent to transfer the Restricted
      Stock to the Company.  Notwithstanding anything herein to the contrary,
      the
      Administrator may, in its sole discretion, accelerate or waive the restrictions
      and risk of forfeiture to which the shares of Restricted Stock are subject,
      in
      whole or in part, based on such factors as the Administrator may determine
      in
      its sole discretion.

     

    3.        
      Expiration of Transfer Restrictions and Risk of Forfeiture. 
      Except as provided herein or the Plan, the restrictions and risk of forfeiture
      to which the shares of Restricted Stock are subject shall expire, and the shares
      of Restricted Stock shall vest, with respect to the percentage of shares of
      Restricted Stock set forth below on the vesting dates set forth below, provided
      that the Participant remains continuously employed by the Company through each
      applicable vesting date.

      

    
      	 	
              Percentage
                of Shares Vesting

            	
               

            	
              Vesting
                Date(s)

            	 
	 	
               

            	
               

            	
               

            	 
	 	
               

            	
               

            	
               

            	 
	 	
               

            	
               

            	
               

            	 


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    4.        
      Termination of Employment. 
      Unless otherwise provided in an employment agreement between the Participant
      and
      the Company, if the Participant’s employment with the Company is terminated for
      any reason (or no reason), all shares of Restricted Stock shall be immediately
      forfeited to the Company.

     

    5.        
      Rights as a Stockholder. 
      All voting rights with respect to the Restricted Stock shall be exercisable
      by
      the Participant notwithstanding the restrictions imposed on the Restricted
      Stock
      herein.  Any cash dividends paid on the Restricted Stock shall be remitted
      to the Participant, subject to applicable withholding.  Shares of Common
      Stock distributed in connection with a stock split or stock dividend, and other
      property distributed as a dividend, with respect to the Restricted Stock shall
      be subject to the restrictions and risk of forfeiture to the same extent as
      the
      Restricted Stock.

     

    6.          
      Stock
      Certificates. 
      Unless the Administrator (as such term is defined in Section 2 of the Plan)
      elects otherwise, the shares of Restricted Stock shall be evidenced by book
      entries on the Company’s stock transfer records pending the lapse of the
      restrictions thereon.  The Participant shall execute and deliver to
      the
      Company a duly signed stock power, endorsed in blank, relating to the shares
      of
      Restricted Stock.

     

    7.          
      No
      Employment Rights. 
      Nothing contained in the Plan or this Agreement shall confer upon the
      Participant any right with respect to the continuation of his employment with
      the Company or interfere in any way with the right of the Company at any time
      to
      terminate such employment or to increase or decrease, or otherwise adjust,
      the
      other terms and conditions of the Participant’s employment.

     

    8.          
      Provisions of the Plan Control. 
      The provisions of the Plan, the terms of which are incorporated in this
      Agreement, shall govern if and to the extent that there are inconsistencies
      between those provisions and the provisions hereof.  The Participant
      acknowledges receipt of a copy of the Plan prior to the execution of this
      Agreement.

     

    9.          
      Tax
      Withholding. 
      The Participant acknowledges that the Participant (and not the Company) shall
      be
      responsible for any tax liability that may arise as a result of this award
      of
      Restricted Stock.  As a condition to the lapse of restrictions on the
      Restricted Stock, or in connection with any other event that gives rise to
      a
      federal or other governmental tax withholding obligation on the part of the
      Company relating to the Restricted Stock, the Company may; (i) deduct or
      withhold (or cause to be deducted or withheld) from any payment or distribution
      to the Participant whether or not pursuant to the Plan; or (ii) require the
      Participant to remit cash (through payroll deduction or otherwise), in each
      case, in an amount sufficient in the opinion of the Company to satisfy such
      withholding obligation.  At the sole discretion of the Administrator,
      the
      Participant may satisfy the withholding obligation described under this
      Section 9 by tendering previously-owned shares of Common Stock having
      a
      Fair Market Value equal to the amount of tax to be withheld.

     

    10.        
      Governing Law. 
      This Agreement shall be governed by and construed in accordance with the laws
      of
      the State of Delaware, without regard to its principles of conflict of
      laws.

     

    
      
         

      

      
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    11.        
      Miscellaneous. 
      This Agreement shall be binding upon and shall inure to the benefit of the
      parties hereto and their respective successors and permitted assigns. 
      This
      Agreement constitutes the entire agreement between the parties with respect
      to
      the subject matter hereof and may not be modified other than by written
      instrument executed by the parties.

     

    IN
      WITNESS WHEREOF, this Agreement has been executed as of the date first above
      written.

     

    
      	 	 	 
	 	
              WAKO
                LOGISTICS GROUP, INC.

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:

	 	Title 
	 	 
	 	 
	 	 
	
              Agreed
                and accepted:

            	 
	
              
                

                Participant

              

            	 


    

    
 

    
      
         

      

      
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