Exhibit 10.12


                                   FIIC, INC.
                        2005 STOCK OPTION, DEFERRED STOCK
                            AND RESTRICTED STOCK PLAN

                        RESTRICTED STOCK AWARD AGREEMENT
                                   (EXECUTIVE)

Participant Name:___________________


This AGREEMENT dated as of the ____ day ________ 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

<PAGE>

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");


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<PAGE>

(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 in Control, the Participant's
employment terminates other than (i) for Cause, (ii) voluntary termination by
the Participant, 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 the foregoing, a "Change in 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.


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<PAGE>

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, Participant's employment with the Company
may be terminated by the Company at any time, with or without cause.

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.


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<PAGE>

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.


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<PAGE>

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.                                      PARTICIPANT


                                                ________________________
                                                Signature)

                                                ________________________
By: __________________________                  (Print Name)

    Name: ____________________

    Title:____________________                  _____________________ (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.


                                                _________________________
                                                Spouse

                                                Dated: __________________


       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.


                                                _________________________
                                                Participant

                                                Dated: __________________


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<PAGE>

                                    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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