**Exhibit 10.11**

**FIRST AVENUENETWORKS, INC. STOCK INCENTIVE PLAN**

**RESTRICTED STOCKAGREEMENT**

**1.    *Agreement to GrantRestricted Shares*.****  **Subject to the conditions describedin this agreement (the ”Agreement”) and subject to approval byshareholders of the First Avenue Networks, Inc. Stock Incentive Plan (the “Plan”),a Delaware corporation (the “Company”), hereby agrees to grant to________________________(“Participant”) all rights, title and interest in therecord and beneficial ownership of ________________ (______) shares (the “RestrictedShares”) of common stock, $0.001 par value per share, of the Company (“CommonStock”). The grant of such Restricted Shares shall be contingent uponshareholder approval of the Plan and shall be effective as of the date (the “GrantDate”) of such approval. All capitalized terms not otherwise defined hereinshall have the meanings set forth in the Plan, the terms of which areincorporated herein by reference.

**2.    *Issuance andTransferability*.****  **Subject to shareholder approval of the Plan,certificates representing the shares to be granted hereunder shall be issued toParticipant pursuant to the terms of the Plan as of the Grant Date and shall bemarked with the following legend:

“The shares represented by this certificate havebeen issued pursuant to the terms of the First Avenue Networks, Inc. StockIncentive Plan and may not be sold, pledged, transferred, assigned or otherwiseencumbered in any manner except as is set forth in the terms of the RestrictedStock Agreement dated ___________.”

Until restrictions lapse, the Restricted Stock shallnot be transferable except by will or the laws of descent and distribution andshall not be transferable pursuant to a domestic relations order of the courtin a divorce proceeding. No right or benefit hereunder shall in any manner beliable for or subject to any debts, contracts, liabilities, or torts ofParticipant. Notwithstanding the foregoing, in the case of Participant’s deathor Disability, Participant’s rights under this Agreement may be exercised byParticipant’s guardian or legal representative and Participant’s rights orRestricted Stock may be transferred with Committee approval, and with suchrestrictions as the Committee may impose to any of (i) the spouse,children or grandchildren (“immediate family members”); (ii) a trust ortrusts for the exclusive benefit of one or more immediate family members; (iii) apartnership or limited liability company whose only partners, shareholders ormembers are Participant’s immediate family members or (iv) an organizationthat has been determined by the Internal Revenue Service to be exempt under Section 501(c)(3) ofthe Code. Following any transfer of Restricted Stock by the Participant, suchRestricted Stock shall remain subject to the same risk of forfeiture and otherterms as set forth in this Agreement. Any purported assignment, alienation,pledge, attachment, sale, transfer or other encumbrance of the RestrictedStock, prior to the lapse of restrictions, that does not satisfy therequirements hereunder shall be void and unenforceable against the Company.

**3.    *Risk of Forfeiture*.****  **Participant shall immediatelyforfeit all rights pursuant to this Agreement and no Restricted Shares shall beissued in the event that the shareholders of the Company do not approve thePlan at the shareholder’s meeting scheduled to be held on _________. In suchevent, in lieu of the grant of Restricted Stock hereunder, the Company shalltransfer property or pay cash compensation to the Participant of substantiallyequivalent value, subject to substantially similar terms. Participant shallimmediately forfeit all rights pursuant to this Agreement and to any nonvestedportion of the Restricted Shares in the event of Participant’s termination,resignation or removal from employment with the Company under circumstancesthat do not cause Participant to become fully vested under the terms of thisAgreement.

**4.    Vesting.****  **Subject to Paragraph 3 hereof andthe terms of the Plan, Participant shall vest in his rights under theRestricted Shares and the Company’s right to repurchase such shares shall lapsewith 

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respect to the RestrictedShares on ______________________________________. In the event of a Change ofControl or Participant’s Retirement prior to the occurrence of any of the eventsspecified above, the Committee may, in its sole discretion accelerate vesting.

**5.    *Ownership Rights/Dividends*.****  **Subject to the reservations setforth in this Agreement, the Plan and Paragraph 8, upon Participant’s receiptof the Restricted Shares, Participant shall be entitled to all voting andownership rights applicable to the Restricted Shares, including the right toreceive any cash dividends that may be paid on the Restricted Shares. TheRestricted Shares shall be registered in the name of the Participant and at theaddress set forth below the Participant’s signature attached hereto.  In addition, in the event of payment of anydividends on shares of Common Stock after __________________ and prior toissuance of the Restricted Shares, Participant shall receive a cash paymentequal to the dividends paid with respect to an equivalent number of shares ofCommon Stock, reduced by the amount of any taxes required to be withheld withrespect to such payment. Such payment shall be made to Participant withinthirty days of the issuance of the Restricted Shares.

**6.    *Reorganization of theCompany*.****  **Theexistence of this Agreement shall not affect in any way the right or power ofthe Company or its stockholders to make or authorize any or all adjustments,recapitalizations, reorganizations or other changes in the Company’s capitalstructure or its business; any merger or consolidation of the Company; anyissue of bonds, debentures, preferred or prior preference stock ahead of oraffecting the Restricted Shares or the rights thereof; the dissolution orliquidation of the Company, or any sale or transfer of all or any part of itsassets or business, or any other corporate act or proceeding, whether of asimilar character or otherwise.

**7.    *Recapitalization Events*.****  **In the event of stock dividends,spin-offs of assets or other extraordinary dividends, stock splits,combinations of shares, recapitalizations, mergers, consolidations,reorganizations, liquidations, issuances of rights or warrants and similartransactions or events involving the Company (“Recapitalization Events”), thenfor all purposes references herein to Common Stock or to Restricted Sharesshall mean and include all securities or other property (other than cash) thatholders of Common Stock of the Company are entitled to receive in respect ofCommon Stock by reason of each successive Recapitalization Event, which securitiesor other property (other than cash) shall be treated in the same manner andshall be subject to the same restrictions as the underlying Restricted Shares.

**8.    *Certain Restrictions*.****  **By executing this Agreement,Participant acknowledges that he will enter into such written representations,warranties and agreements and execute such documents as the Company mayreasonably request in order to comply with the securities law or any otherapplicable laws, rules or regulations, or with this document or the termsof the Plan.

**9.    *Amendment and Termination*.****  **This Agreement shall automaticallyexpire and terminate if the Plan is not approved by shareholders at the nextregularly scheduled meeting of shareholders. No other amendment or terminationof this Agreement may, without the consent of Participant, adversely affectsuch Participant’s rights under this Agreement in any material respect.

**10. *Withholding of Taxes*.****  **Participant agrees that, if he makesan election under Section 83(b) of the Internal Revenue Code of 1986,as amended, with regard to the Restricted Shares, he will so notify the Companyin writing within two (2) days after making such election, so as to enablethe Company to timely comply with any applicable governmental reportingrequirements. The Company shall have the right to take any action as may benecessary or appropriate to satisfy any federal, state or local tax withholdingobligations and no Restricted Shares shall be issued until arrangementssatisfactory to the Company have been made for the payment of any required tax withholding amounts.

**11. *No Guarantee of TaxConsequences*.****  **The Company makes no commitment or guarantee toParticipant that any federal or state tax treatment will apply or be availableto any person eligible for benefits under this Agreement.

**12. *Severability*.****  **In the event that any provision ofthis Agreement shall be held illegal, invalid, or unenforceable for any reason,such provision shall be fully severable and shall not affect the remaining 

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provisions of thisAgreement, and the Agreement shall be construed and enforced as if the illegal,invalid, or unenforceable provision had never been included herein.

**13. *Governing Law*.**   ThisAgreement shall be construed in accordance with the laws of the State ofDelaware to the extent federal law does not supersede and preempt Delaware law.
| Executed the ______ day of _______________2007.    |
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|                                               | ** ** | **COMPANY:** |
|                                               | ** ** | **By:** | ** ** |
| Accepted the ______ day  of _______________, 2007. |
| ** **                                         | ** ** | **PARTICIPANT:** |
| ** **                                         | ** ** | ** ** |
| ** **                                         |   | Address: |
| ** **                                         | ** ** | ** ** |
| ** **                                         | ** ** | ** ** |
| ** **                                         | ** ** | ** ** |

 

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