**FIIC,
        INC.**
 **2005
        STOCK OPTION, DEFERRED STOCK**
 **AND
        RESTRICTED STOCK PLAN**
 
 **RESTRICTED
        STOCK AWARD AGREEMENT**
 **(SUPER
        EXECUTIVE)**
 
 Participant
        Name:___________________
 
 
 This
        AGREEMENT dated as of the ___ day of _______, 20__ between FIIC, Inc., a
        Delaware corporation (the "Company") and ________________ (the
        "Participant").
 
 **RECITALS**
 
 WHEREAS,
        the Company has established the 2005 Stock Option, Deferred Stock and Restricted
        Stock Plan (the "Plan") effective as of April 25, 2005, and
 
 WHEREAS,
        pursuant to the provisions of said Plan, the Administrator has granted to
        the
        Participant by action duly taken on ________ __, 20__, (the "Award Date")
        a
        restricted stock award (the "Restricted Stock Award") based upon the terms
        and
        conditions set forth herein.
 
 NOW,
        THEREFORE, in consideration of services rendered and to be rendered by the
        Participant and the mutual promises made herein, the mutual benefits to be
        derived therefrom and other good and valuable consideration, the parties
        agree
        as follows:
 
 **AGREEMENT**
 
 1.  Grant .
        Subject
        to the terms of this Agreement, the Company grants to the Participant the
        following:
 
 Restricted
        Stock Award:
 __________  shares
        of
        Common Stock of the Company (the "Restricted Stock")
 
 Price
                  (optional): $_____________ per
                  share
 
 Release
                  of Company’s Repurchase Option
                  Schedule:
 Number
                    of Shares
                Expiration
                    Date of Company’s
                  Repurchase
                    Option
  2. Restricted
        Stock .
 
 (a)  Restriction.
        Subject to the provisions of the Plan, Participant is not permitted to sell,
        transfer, pledge or assign the shares of Restricted Stock during the Restricted
        Period.
 
 (b)  Certificates
        and Legend. Participant shall be issued a stock certificate in respect of
        such
        shares of Restricted Stock; and such certificate shall be registered in the
        name
        of Participant, and shall bear an appropriate legend referring to the terms,
        conditions, and restrictions applicable to such Restricted Stock Award,
        substantially in the following form:
 
 “The
        transferability of this certificate and the shares of stock represented hereby
        are subject to the terms and conditions (including forfeiture) of the FIIC,
        Inc.
        2005 Stock Option, Deferred Stock and Restricted Stock Plan and a Restricted
        Stock Award Agreement entered into between the registered owner and FIIC,
        Inc.
        Copies of such Plan and Agreement are on file in the offices of FIIC,
        Inc.”
 
 The
        stock
        certificates evidencing such shares shall be held in the custody of the Company
        until the restrictions thereon shall have lapsed, and that, as a condition
        of
        any Restricted Stock Award, Participant shall have delivered a stock power,
        endorsed in blank, relating to the Stock covered by such Award, a form of
        which
        is attached here to as Exhibit
        A .
 
 (c)  Voting
        Rights. Except as provided herein, Participant shall have all of the rights
        of a
        shareholder of the Company, including the right to vote the shares, and the
        right to receive any dividends thereon during the Restricted
        Period.
 
 3. Repurchase
        Option
 
 (a)  In
        the
        event of any voluntary or involuntary termination of the Participant’s
        employment by the Company or Participant, as applicable, for any or no reason,
        including death or disability (a “Termination”) before all of the shares of
        Restricted Stock are released from the Company’s repurchase option (see Section
        4 below), the Company shall, upon the date of a Termination (as reasonably
        fixed
        and determined by the Company) have an irrevocable, exclusive option (the
        “Repurchase Option”) for a period of ninety (90) days from such date to
        repurchase all (but not less than all) of the shares of Restricted Stock
        that
        shall constitute the Unreleased Shares (defined herein as any of the shares
        of
        Restricted Stock that have not yet been released from the Repurchase Option)
        at
        such time, at the price paid by the Participant at the time of issuance (the
        “Repurchase Price”);
  2
  (b)  The
        Repurchase Option shall be exercised by the Company by written notice to
        the
        Participant and, at the Company’s option, (i) by delivery to the Participant
        with such notice of a check in the amount of the purchase price for the shares
        of Restricted Stock being repurchased, (ii) by cancellation by the Company
        of an
        amount of the Participant’s indebtedness to the Company equal to the purchase
        price for the shares of Restricted Stock being repurchased, or (iii) by a
        combination of (i) and (ii) so that the combined payment and cancellation
        of
        indebtedness equals the aggregate Purchase Price. Upon delivery of such notice
        and the payment of the purchase price of any of the ways described above,
        the
        Company shall become the legal and beneficial owner of the shares of Restricted
        Stock being repurchased and all rights and interests therein or relating
        thereto, and the Company shall have the right to retain and transfer to its
        own
        name the number of shares of Restricted Stock being repurchased by the
        Company.
 
 (c)  Whenever
        the Company shall have the right to repurchase shares of Restricted Stock
        hereunder, the Company may designate and assign one or more employees, officers,
        directors, or shareholders of the Company or other persons or organizations
        to
        exercise all or a part of the Company’s purchase rights under this Agreement and
        purchase all or a part of such shares of Restricted Stock. If the fair market
        value of the shares of Restricted Stock to be repurchased on the date of
        such
        designation or assignment (the “Repurchase FMV”) exceeds the aggregate
        Repurchase Price of such shares of Restricted Stock, then each such designee
        or
        assignee shall pay the Company cash equal the difference between the Repurchase
        FMV and the aggregate Repurchase Price of such shares of Restricted
        Stock.
 
 4.  Release
          of Shares From Repurchase Option
 
 (a)  Shares
        of
        Restricted Stock shall be released from Company’s Repurchase Option according to
        the schedule set forth in Section 1 above; provided in each case that the
        Participant has not ceased to be an employee of the Company prior to the
        date of
        any such release, but in which case the Participant shall get vesting credit
        for
        the number of days in the final month that the Employee is either an employee
        or
        director of or a consultant to the Company.
 
 (b)  Notwithstanding
        anything set forth in Section 4(a) above, in the event, within twelve (12)
        months after a Change of Control, the Participant’s employment terminates other
        than (i) for Cause, (ii) voluntary termination by the Participant but such
        resignation is not a result of a “Constructive Termination”, or (iii) death or
        disability of the Participant, fifty percent (50%) of the Unreleased Shares
        shall be released from the Company’s Repurchase Option upon the date of such
        termination. For the purposes of this agreement, “Constructive Termination”
shall mean Employee’s voluntary termination, upon 30 days prior written notice
        to the Company, following: (A) a material reduction or change in job duties,
        responsibilities and requirements inconsistent with Employee’s position with the
        Company and Employee’s prior duties, responsibilities and requirements; (B) any
        reduction of Employee’s base compensation (other than in connection with a
        general decrease in base salaries for most employees of the successor
        corporation); or (C) Employee’s refusal to relocate to a facility or location
        more than 75 miles from the Company’s current location.
  3
  For
        the
        purposes of the foregoing, a “Change of Control” shall have the meaning set
        forth in Section 9(b) of the Plan. For purposes of this Agreement, “Cause” shall
        mean (i) a material act of dishonesty in connection with the Participant’s
        responsibilities as an employee of the Company; (ii) the Participant’s
        conviction of, or plea of nolo contendere to, a felony or a crime involving
        moral turpitude, (iii) the Participant’s gross misconduct which has a material
        adverse effect on the Company, or (iv) the Participant’s consistent and willful
        failure to perform his or her employment duties where such failure is not
        cured
        within 30 days after written notice to Participant by the Company.
  5. Governing
        Plan .
        This
        Agreement hereby incorporates by reference the Plan and all of the terms
        and
        conditions of the Plan as heretofore amended and as the same may be amended
        from
        time to time hereafter in accordance with the terms thereof, but no such
        subsequent amendment shall adversely affect Participant’s rights under this
        Agreement and the Plan except as may be required by applicable law. Participant
        expressly acknowledges and agrees that the provisions of this Agreement are
        subject to the Plan; the terms of this Agreement shall in no manner limit
        or
        modify the controlling provisions of the Plan, and in case of any conflict
        between the provisions of the Plan and this Agreement, the provisions of
        the
        Plan shall be controlling and binding upon the parties hereto. Participant
        also
        hereby expressly acknowledges, represents and agrees as follows:
 
 (a)  Acknowledges
        receipt of a copy of the Plan, a copy of which is attached hereto and by
        reference incorporated herein, and represents that he/she is familiar with
        the
        terms and provisions of said Plan, and hereby accepts this Agreement subject
        to
        all the terms and provisions of said Plan.
 
 (b)  Agrees
        to
        accept as binding, conclusive and final all decisions or interpretations
        of the
        Administrator upon any questions arising under the Plan.
 
 (c)  Acknowledges
        that he/she is familiar with Sections of the Plan regarding the issuance
        of the
        Restricted Stock.
 
 6. Representations
        and Warranties .
        As a
        condition to the issuance of any portion of shares of Restricted
        Stock **** the
        Company may require Participant receiving such shares to make any representation
        and/or warranty to the Company as may, in the judgment of counsel to the
        Company, be required under any applicable law or regulation, including but
        not
        limited to a representation and warranty that the shares are being acquired
        only
        for investment and without any present intention to sell or distribute such
        shares if, in the opinion of counsel for the Company, such a representation
        is
        required under the Securities Act of 1933 or any other applicable law,
        regulation or rule of any governmental agency. Participant hereby represents
        to
        the Company that the shares issuable pursuant to this Agreement are being
        acquired only for investment and without any present intention to sell or
        distribute such securities.
 
 7. No
        Enlargement of Employee Rights .
        Nothing
        in this Agreement shall be construed to confer upon Participant (if an employee)
        any right to continued employment with the Company, any Parent or Subsidiary,
        or
        to restrict in any way the right of the Company, a Subsidiary or Parent to
        terminate his/her employment. Participant acknowledges that in the absence
        of an
        express written employment agreement to the contrary, the Company may terminate
        Participant’s employment with the Company at any time, with or without
        cause.
  4
  8. Execution
        and Delivery .
        Participant acknowledges that Participant shall have no rights with respect
        to
        any Award granted by the Company unless and until Participant executes an
        Award
        Agreement and delivers it to the Company within sixty days of such award
        (or
        such other period as the Participant may specify after the Award
        Date).
 
 9. Withholding
        of Taxes .
        Participant authorizes the Company to withhold, in accordance with any
        applicable law, from any compensation payable to him any taxes required to
        be
        withheld by federal, state or local law as a result of the grant of Restricted
        Stock Award.
 
 10. Laws
        Applicable to Construction .
        This
        Agreement shall be construed and enforced in accordance with the laws of
        the
        State of California.
 
 11. Agreement
        Binding on Successors .
        The
        terms of this Agreement shall be binding upon the executors, administrators,
        heirs, successors, transferees and assignees of the Participant.
 
 12. Costs
        of Litigation .
        In any
        action at law or in equity to enforce any of the provisions or rights under
        this
        Agreement or the Plan, the unsuccessful party to such litigation, as determined
        by the court in a final judgment or decree, shall pay the successful party
        or
        parties all costs, expenses and reasonable attorneys' fees incurred by the
        successful party or parties (including without limitation costs, expenses
        end
        fees on any appeals), and if the successful party recovers judgment in any
        such
        action or proceeding such costs, expenses and attorneys' fees shall be included
        as part of the judgment.
 
 13. Necessary
        Acts .
        The
        Participant agrees to perform all acts and execute and deliver any documents
        that may be reasonably necessary to carry out the provisions of this Agreement,
        including but not limited to all acts and documents related to compliance
        with
        federal and/or state securities laws.
 
 14. Counterparts .
        For
        convenience this Agreement may be executed in any number of identical
        counterparts, each of which shall be deemed a complete original in itself
        and
        may be introduced in evidence or used for any other purpose without the
        production of any other counterparts.
 
 15. Invalid
        Provisions .
        In the
        event that any provision of this Agreement is found to be invalid or otherwise
        unenforceable under any applicable law, such invalidity or unenforceability
        shall not be construed as rendering any other provisions contained herein
        invalid or unenforceable, and all such other provisions shall be given full
        force and effect to the same extent as though the invalid and unenforceable
        provision was not contained herein.
  5
  IN
        WITNESS WHEREOF, the parties have executed this Agreement as of the date
        first
        above written. By Participant's execution of this Agreement, Participant
        agrees
        to the terms and conditions hereof and of the Plan.










FIIC,
                    Inc.
                
                PARTICIPANTBy:
                  Name:
                  Title:
                
                (Signature)
                  
                  (Print
                      Name)
                    
                    (Address)
                    
                    
                    (Social
                        Security)
   By
            his or
            her signature below, the spouse of the Participant, of such Participant
            be
            legally married as of the date of his execution of this Agreement, acknowledges
            that he or she has read this Agreement and the Plan and is familiar with
            the
            terms and provisions thereof, and agrees to be bound by all the terms
            and
            conditions of said Agreement and said Plan document.
  SpouseDated:
  By
          his or
          her signature below the Participant represents that he or she is not legally
          married as of the date of execution of this Agreement.
  ParticipantDated:
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**EXHIBIT
        A**
 
 
 **STOCK
        ASSIGNMENT SEPARATE FROM CERTIFICATE**
 
 **FOR
        VALUE** RECEIVED,
        the undersigned hereby sell, assign and transfer unto:
 
 PLEASE
                  INSERT SOCIAL SECURITY OR OTHER
                IDENTIFYING
                  NUMBER OF ASSIGNEE
 
 ____________________________________________________________________________________
 
 ____________________________________________________________________________________
 
 _______________________________________________)
        Shares of the _________________________
 
 Stock
        of
        the _______________________________________________________________
        Corporation
 
 standing
        in ________________________________________ name(s) on the books of said
        Corporation
 
 represented
        by certificate(s) No.
        __________________________________________________________
 
 herewith
        and do hereby irrevocably constitute and appoint
        ______________________________________
 
 _____________________________________________________________________________
        attorney
 
 to
        transfer the said stock on the books of the within named Corporation with
        full
        power of substitute.
 
 Dated
        _____________________________________   _______________________________________
 
 _______________________________________
 
 
 **THE
        SIGNATURE(S) ON THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) ON THE
        FACE**
 **OF
        THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR
        ANY**
 **CHANGE.**






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