Exhibit
10.3





RESTRICTED STOCK
AGREEMENT




This
Restricted Stock Agreement (this “Agreement”) entered into as of ____________,
sets forth the terms and conditions of an award (this “Award”) of restricted
stock granted by Upstream Worldwide, Inc., a Delaware corporation (the
“Company”), to ________ (the “Recipient”) under the Company’s 2008 Equity
Incentive Plan (the “Plan”).




1.           The Plan. This Award
is made pursuant to the Plan, the terms of which are incorporated in this
Agreement.  Capitalized terms used in this Agreement that are not
defined in this Agreement have the meanings as used or defined in the
Plan.




2.           Award. The Recipient
has been granted _________ shares of restricted common stock (“Restricted
Stock”) in connection with the Recipient providing service as a
_________________. Of the Restricted Stock, __________ shares were granted for
service as a director and _________ shares were granted for service on a board
committee. All certificates issued shall contain an appropriate restrictive
legend.  This Agreement replaces any and all restricted stock
agreements between the parties, if any, with respect to this Award.




3.           Vesting.





(a)          The
shares of Restricted Stock shall vest__________________, subject to continued
service in the capacity for which the Award were granted.  The
Restricted Stock shall be unregistered unless the Company voluntarily files a
registration statement covering such shares with the Securities and Exchange
Commission. Notwithstanding any other provision in this Agreement, the
Restricted Stock automatically vest on the date of a Change in Control, as
defined under the Plan.





(b)          Notwithstanding
any other provision of this Agreement, at the option of the Board of Directors
or the Compensation Committee, all shares of Restricted Stock subject to this
Agreement shall be immediately forfeited in the event of:





(1)           Purchasing
or selling securities of the Company not in accordance with the Company’s inside
information guidelines then in effect;





(2)           Breaching
any duty of confidentiality including that required by the Company’s inside
information guidelines then in effect;





(3)           Competing
with the Company; or





(4)            Recruitment
of Company personnel after ceasing to perform services for the
Company.





4.           Anti-Dilution
Provisions.  The Restricted Stock granted hereunder shall be
subject to the Plan, including its anti-dilution provisions.





5.           Profits on the Sale of
Certain Shares; Cancellation.  If any of the events specified
in Section 3(b) of this Agreement occur within one year from the last date the
Recipient performs services for the Company in the capacity for which the
Options were granted (the “Termination Date”), all profits earned from the
Recipient’s sale of the Restricted Stock during the two-year period commencing
one year prior to the Termination Date shall be forfeited and forthwith paid by
the Recipient to the Company.  Further, in such event, the Company may
at its option cancel the shares of Restricted Stock granted under this
Agreement.  The Company’s rights under this Section do not lapse one
year from the Termination Date but are a contract right subject to any
appropriate statutory limitation period.








6.           Notices and
Addresses.  All notices, offers, acceptance and any other acts
under this  Agreement (except payment) shall be in writing, and shall
be sufficiently given if delivered to the addressees in person, by FedEx or
similar overnight next business day delivery, or by facsimile delivery followed
by overnight next day delivery, as follows:





The
      Recipient:
              __________


__________


__________


Facsimile:  _____________





The
      Company:
            Upstream
      Worldwide, Inc.


200
      E. Broward Blvd., Suite 1200


Ft.
      Lauderdale, FL 33301


Attention:
      Chief Financial Officer


Facsimile:
      (954) 915-1525





with
      a copy to:
            Michael
      D. Harris, Esq.


Harris
      Cramer LLP


1555
      Palm Beach Lakes Blvd., Suite 310


West
      Palm Beach, FL  33401


Facsimile:
      (561) 659-0701





or to
such other address as either of them, by notice to the other may designate from
time to time.  The transmission confirmation receipt from the sender’s
facsimile machine shall be evidence of successful facsimile
delivery.  Time shall be counted to, or from, as the case may be, the
delivery in person or by mailing.





7.           Counterparts.  This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same
instrument.  The execution of this Agreement may be by actual or
facsimile signature.





8.           Attorney’s
Fees.  In the event that there is any controversy or claim
arising out of or relating to this Agreement, or to the interpretation, breach
or enforcement thereof, and any action or proceeding is commenced to enforce the
provisions of this Agreement, the prevailing party shall be entitled to
reasonable attorney’s fee, costs and expenses.





9.           Severability.  If
any term or condition of this Agreement shall be invalid or unenforceable to any
extent or in any application, then the remainder of this Agreement, and such
term or condition except to such extent or in such application, shall not be
affected hereby and each and every term and condition of this Agreement shall be
valid and enforced to the fullest extent and in the broadest application
permitted by law.


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10.         Entire
Agreement.  This Agreement represents the entire agreement and
understanding between the parties and supersedes all prior negotiations,
understandings, representations (if any), and agreements made by and between the
parties.  Each party specifically acknowledges, represents and
warrants that they have not been induced to sign this Agreement




11.         Governing
Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware without regard to principles
of conflicts of laws.




12.         Headings.  The
headings in this Agreement are for the purpose of convenience only and are not
intended to define or limit the construction of the provisions
hereof.




[Signature Page To
Follow]


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IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed
and delivered as of the date aforesaid.




WITNESSES:
                                    
                                    COMPANYBy:Chief
      Financial OfficerRECIPIENT




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