**Exhibit 10.3**

**SYNOVA HEALTHCARE GROUP, INC.**

**2005 EQUITY INCENTIVE PLAN**

**RESTRICTED STOCK AWARD AGREEMENT**

This Restricted Stock Award Agreement (“Agreement”), dated as of April 3, 2007 (the “Award Date”), is being entered into by and between Synova Healthcare Group, Inc., a Nevada corporation (the “Company”),and                                        (“Participant”). 

**Background**

The Company has adopted the Synova Healthcare Group, Inc. 2005 Equity Incentive Plan (the “Plan”) providing for the grant, from time to time, of, among other things, awards of restricted stock to itsemployees, officers and directors, as well as to non-employees and consultants who are in a position to make a significant contribution to the Company’s success. The Board of Directors of the Company (the “Board”) has determined togrant an Award of Restricted Stock under the Plan to Participant, subject to and on the terms and conditions set forth in this Agreement. 

**Agreement**

NOW, THEREFORE, intending to be legally bound, and incorporating the foregoing Background premises, the partiesagree as follows: 

1. Restricted Stock Award. The Company hereby grants to Participant an Award of Restricted Stock in the amount of34,574 shares of Common Stock (the “Shares”) pursuant to the Plan, as the same may from time to time be amended, and upon the terms and conditions and subject to the restrictions therein and hereinafter set forth. By executing thisAgreement, Participant hereby accepts the Award of Restricted Stock and the terms and conditions of the Agreement. 

2. Terms andConditions. 

(a) Vesting. Except as otherwise provided in the Plan and this Agreement, and contingent uponParticipant’s continued membership on the Board as of and through the date of the Company’s 2007 Annual Meeting of Stockholders, one hundred percent (100%) of the Shares shall vest and become non-forfeitable on the first anniversaryof the Award Date (such anniversary, the “Vesting Date”). 

(b) Certificates. Certificates evidencing theShares shall be issued by the Company and shall be registered in Participant’s name on the stock transfer books of the Company promptly after the date hereof, but shall remain in the physical custody of the Company or its designee at all timesprior to, in the case of any particular Shares, the applicable Vesting Date. As a condition to the receipt of this Restricted Stock Award, Participant shall deliver to the Company a stock power, duly endorsed in blank, relating to the Shares.

(c) Effect of Status Change. The provisions of Section 6 of the Plan relatedto a Status Change of Participant shall apply to this Award. Notwithstanding the foregoing and Section 5.2(c)(3) of the Plan, no payment shall be made to Participant for any forfeited Shares. 

(d) Rights as a Stockholder; Dividends. Notwithstanding Sections 7.2 and 11 of the Plan, once (i) Participant makes anyrequired payments in respect of the Shares, (ii) Participant furnishes the Company with any required agreements, and (iii) Participant actually receives the Shares or the Company has physical custody of the certificate(s) evidencing theShares registered in Participant’s name on the stock transfer books of the Company, Participant shall be the full record and beneficial owner of the Shares. Unless and until such Shares are forfeited or sold or otherwise disposed of, and asrecord owner, Participant shall be entitled to all rights of a common stockholder of the Company, including, without limitation, voting rights, if any, with respect to the Shares; *provided* that any cash or in-kind dividends paid with respectto unvested Shares shall be withheld by the Company and shall be paid to Participant, without interest, only when, and if, such Shares shall become vested. As soon as practicable following the vesting of any Shares, but in no event later thanMarch 15 of the calendar year following the calendar year in which the Shares vest, certificates for such vested Shares and any cash dividends or in-kind dividends credited to Participant’s account with respect to such Shares shall bedelivered to Participant or Participant’s beneficiary along with the stock power relating thereto. 

(e) RestrictiveLegends. All certificates representing the Shares shall have affixed thereto legends in substantially the following form, in addition to any other legends that may be required under federal or state securities laws: 

A TRANSFER OF THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY IS RESTRICTED PURSUANT TO THE TERMS OF THE SYNOVA HEALTHCARE GROUP, INC. 2005 EQUITYINCENTIVE PLAN AND A RESTRICTED STOCK AWARD AGREEMENT, DATED AS OF APRIL 3, 2007, BETWEEN SYNOVA HEALTHCARE GROUP, INC. AND THE HOLDER OF THIS CERTIFICATE. A COPY OF SUCH PLAN AND AGREEMENT IS ON FILE AT THE OFFICES OF SYNOVA HEALTHCARE GROUP, INC.

In addition, the following legend (the “Securities Legend”) shall also be affixed to any certificate representingthe Shares: 

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDERAPPLICABLE STATE SECURITIES LAWS. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, ANDUNDER ANY APPLICABLE STATE SECURITIES LAWS, AND, IN ANY EVENT, WITHOUT AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY (BOTH AS TO SUCH COUNSEL AND THE FORM AND SUBSTANCE OF SUCH OPINION) THAT THE PROPOSED TRANSACTION WILL BE EXEMPT FROM SUCHREGISTRATION. 

 

-2- 

3. Representations and Warranties of Participant. Participant acknowledges and understands thatthe Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or under applicable state securities laws. Participant hereby agrees, represents and warrants that Participant is acquiring the Sharesfor Participant’s own account for investment purposes only, and not with a view to, or in connection with, any resale or other distribution of any of such shares, except as otherwise specifically permitted by the Plan or this Agreement.Participant further agrees that the Shares or any interest therein may not be sold, assigned, exchanged, pledged, encumbered, gifted or otherwise disposed of or transferred by Participant, until the conditions set forth in Section 4 of thisAgreement have been satisfied and except as otherwise may be permitted by applicable law, including all applicable federal, state or other securities laws. Participant shall execute and deliver such further instruments, representations,acknowledgments and agreements as the Company may, in its sole discretion, deem advisable to avoid any violation of federal, state, local or other rule, regulation or law. Subject to the restrictions set forth in the Plan, the Committee mayaccelerate the time at which the restrictions on all or any part of the Shares shall lapse. 

4. Delivery of the Shares; Removal ofRestrictions. The Company shall not be obligated to deliver the Shares or remove the Securities Legend from the Shares: (i) until all conditions to the Award have been satisfied or removed, (ii) until, in the opinion of counsel to theCompany, all applicable federal and state laws and regulations have been complied with, (iii) if the outstanding Common Stock is at the time listed on any stock exchange or included for quotation on an inter-dealer quotation system, until theShares to be delivered have been listed or included or authorized to be listed or included on such exchange or system upon official notice of issuance, (iv) if it might cause the Company to issue or sell more shares of Common Stock than theCompany is then legally entitled to issue or sell, and (v) until all other legal matters in connection with the issuance and delivery of such shares have been approved by counsel to the Company. 

5. Adjustments for Changes in Capitalization of the Company. In the event of any stock dividend, stock split, combination, exchange of equitysecurities, merger, consolidation, recapitalization, reorganization, divestiture or other distribution (other than ordinary cash dividends) of assets to stockholders, or any other event affecting the Common Stock that the Board deems, in its solediscretion, to be similar circumstances, the Board may make such adjustments as it may deem appropriate, in its discretion, to the Award. 

6. Plan and Plan Interpretations as Controlling. The Shares hereby awarded and the terms and conditions herein set forth are subject in all respects to the terms and conditions of the Plan, which are controlling. All determinationsand interpretations by the Committee or the Board shall be binding and conclusive upon Participant or Participant’s legal representatives with regard to any question arising hereunder or under the Plan. The provisions of the Plan are herebyincorporated in this Agreement by reference. By signing this Agreement, Participant acknowledges that he or she has received a copy of the Plan and has had an opportunity to review the Plan and agrees to be bound by all of the terms and provisionsof the Plan. 

 

-3- 

7. Participant Service. Nothing in this Agreement shall confer upon Participant the right orobligation to continue to serve as a member of the Board and this Agreement shall not affect Participant’s ability to resign, retire or otherwise be removed from office. 

8. Withholding and Social Security Taxes. Upon the vesting of the Shares (or any such earlier time, if any, that an election is made underSection 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”), or any successor provision thereto, to include the value of such Shares in taxable income), the Company shall have the right to withhold fromParticipant’s compensation an amount sufficient to fulfill its or any affiliated person’s obligations for any applicable withholding and employment taxes. Alternatively, the Company may require Participant to pay the Company the amount ofany taxes that the Company is required to withhold with respect to the Shares, or, in lieu thereof, to retain or sell without notice a sufficient number of Shares to cover the amount required to be withheld. The Company shall withhold from any cashdividends paid on the Restricted Stock an amount sufficient to cover taxes owed as a result of the dividend payment. The Company’s method of satisfying its withholding obligations shall be solely in the discretion of the Company, subject toapplicable federal, state and local laws. 

9. Tax Consequences. Participant has reviewed with Participant’s own tax advisorsthe federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. Participant is relying solely on such advisors and not on any statements or representations of Company or any of itsagents. Participant understands that Participant (and not Company) shall be responsible for Participant’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. Participantunderstands that Section 83 of the Code taxes (as ordinary income) the fair market value of the Shares as of the date any “restrictions” on the Shares lapse. To the extent that a grant hereunder is not otherwise an exempt transactionfor purposes of Section 16(b) of the Securities and Exchange Act of 1934 (the “Exchange Act”), with respect to officers, directors and 10% shareholders, a “restriction” on the Shares includes for these purposes the periodafter the grant of the Shares during which such officers, directors and 10% shareholders could be subject to suit under Section 16(b) of the Exchange Act. Alternatively, Participant understands that Participant may elect to be taxed at the timethe Shares are granted rather than when the restrictions on the Shares lapse, or the Section 16(b) period expires, by filing an election under Section 83(b) of the Code with the Internal Revenue Service within 30 days from the Award Date.If Participant makes an election with respect to the Shares under Section 83(b) of the Code, Participant shall deliver to the Company a copy of such election within ten days of the filing of such election with the Internal Revenue Service.

**PARTICIPANT ACKNOWLEDGES THAT IT IS PARTICIPANT’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION AVAILABLE TOPARTICIPANT UNDER SECTION 83(B) OF THE CODE, EVEN IF PARTICIPANT REQUESTS THAT THE COMPANY OR ITS REPRESENTATIVES MAKE THIS FILING ON PARTICIPANT’S BEHALF.**

10. Amendment; Choice of Law; Consent to Jurisdiction. This Agreement and the Plan constitute the entire understanding and agreement between the Company and Participant with respect to the subject matterhereof, and supersede all other negotiations, understandings, 

 

-4- 

discussions, representations (if any) and agreements made by and between such parties with respect to the subject matter hereof. No amendment, supplement orwaiver of this Agreement, in whole or in part, shall be binding upon the Company unless in writing and signed by the Chairman and Chief Executive Officer of the Company. This Agreement and the performance of the parties hereunder shall be construedin accordance with and governed by the laws of the Commonwealth of Pennsylvania, except that matters of corporate law, power and authority covered by Chapters 78 and 92A, Nevada Revised Statutes, as they may be amended from time to time, or any oftheir successor provisions, shall be construed in accordance with such provisions. Any action to enforce this Agreement must be brought in, and the parties hereby consent to the jurisdiction of, courts situated in Delaware County, Pennsylvania orthe U.S. federal courts located in the Eastern District of Pennsylvania, Philadelphia Division. Each party hereby waives the right to claim that any such court is an inconvenient forum for the resolution of any such action. 

11. JURY TRIAL WAIVER. THE PARTIES EXPRESSLY AND KNOWINGLY WAIVE ANY RIGHT TO A JURY TRIAL IN THE EVENT ANY ACTION ARISING UNDER OR IN CONNECTIONWITH THIS AGREEMENT IS LITIGATED OR HEARD IN ANY COURT. 

**[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]**

 

-5- 

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

 
**SYNOVA HEALTHCARE GROUP, INC.**
By:
 
 
 Stephen E. King Chairman and Chief Executive Officer**PARTICIPANT:**
Name:
 
 

-6-