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Exhibit 10.6A
 VISUAL SCIENCES, INC.
 2004 EQUITY INCENTIVE AWARD PLAN
 FORM OF RESTRICTED STOCK AWARD GRANT NOTICE AND
RESTRICTED STOCK AWARD AGREEMENT
 Company Plan Participant Shares Exhibit A Restricted Stock
Agreement
 Participant:
    
    [to be completed]Grant Date:
    
    [to be completed]Purchase Price per Share:
    
    [to be completed]Total Number of Shares of Restricted
Stock:
    
    [to be completed]Vesting Schedule:
    
    [to be completed]
 Exhibit B
 VISUAL SCIENCES, INC.:
    
    PARTICIPANT:By:
    
    
    
    By:Print Name:
    
    
    
    Print Name:Title:Address:
    
    10182 Telesis Court, 6th Floor
San Diego, CA 92121
    
    Address:




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EXHIBIT A
 TO RESTRICTED STOCK AWARD GRANT NOTICE
  Grant Notice Agreement Company Plan
 ARTICLE I
 GENERAL
 Defined Terms
 Incorporation of Terms of Plan
 ARTICLE II
 GRANT OF RESTRICTED STOCK
 Grant of Restricted Stock Grant Date Shares
 Purchase Price Purchase Price
 Issuance of Shares Issuance Date
 Conditions to Issuance of Stock Certificates




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Rights as Stockholder provided, however,
 Consideration to the Company
 ARTICLE III
 RESTRICTIONS ON SHARES
 Repurchase Option




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Repurchase Option Repurchase Price Aggregate Repurchase Price
 Release of Shares from Repurchase Restriction
 Unreleased Shares Unreleased Shares
 Restrictions on Transfer
   Definition of Termination of Service Termination of Service




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ARTICLE IV
 ESCROW OF SHARES
 Escrow of Shares Exhibit C Exhibit D Exhibit D
 Transfer of Repurchased Shares
 No Liability for Actions in Connection with Escrow




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ARTICLE V
 OTHER PROVISIONS
 Adjustment for Stock Split
 Taxes Exhibit E
  Administration
 Restrictive Legends and Stop-Transfer Orders




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Notices
 Titles
 Construction
 Conformity to Securities Laws
 Amendments
 Successors and Assigns
 Entire Agreement




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EXHIBIT B
 TO RESTRICTED STOCK AWARD GRANT NOTICE
 CONSENT OF SPOUSE
 Agreement Company
 Dated: ,___Signature of Spouse




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EXHIBIT C
 TO RESTRICTED STOCK AWARD GRANT NOTICE
 STOCK ASSIGNMENT
 Company
 
 Dated: ,___Name
 INSTRUCTIONS:




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EXHIBIT D
 TO RESTRICTED STOCK AWARD GRANT NOTICE
 JOINT ESCROW INSTRUCTIONS
  
  Escrow Agent Company Participant Agreement Escrow
 Company




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Very truly yours,VISUAL SCIENCES, INC.By:Name:Title: Address:
    
    10182 Telesis Court, 6th Floor
San Diego, CA 92121PARTICIPANT:Address
 ESCROW AGENT:By:Secretary, Visual Sciences, Inc.
 Address:
    
    10182 Telesis Court, 6th Floor
San Diego, CA 92121




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EXHIBIT E
 TO RESTRICTED STOCK AWARD GRANT NOTICE
 FORM OF 83(B) ELECTION AND INSTRUCTIONS
 Please consult with your personal tax advisor as to
whether an election of this nature will be in your best interests in light of your personal tax
situation.
  1.
    
    Complete Section 83(b) election form (attached as Attachment 1) and make four copies
of the signed election form. (Your spouse, if any, should sign Section 83(b) election form as
well.)
 2.
    
    Prepare the cover letter to the Internal Revenue Service (sample letter attached as
Attachment 2).
 3.
    
    Send the cover letter with the originally executed Section 83(b) election form and one copy
via certified mail, return receipt requested to the Internal Revenue Service at the address of
the Internal Revenue Service where you file your personal tax returns. We suggest that you
have the package date-stamped at the post office. The post office will provide you with a
white certified receipt that includes a dated postmark. Enclose a self-addressed, stamped
envelope so that the Internal Revenue Service may return a date-stamped copy to you. However,
your postmarked receipt is your proof of having timely filed the Section 83(b) election if you
do not receive confirmation from the Internal Revenue Service.
 4.
    
    One copy must be sent to Visual Sciences, Inc. for its records and one copy must be attached
to your federal income tax return for the applicable calendar year.




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ATTACHMENT 1 TO EXHIBIT E
 ELECTION UNDER INTERNAL REVENUE CODE SECTION 83(B)
  1.
    
    The name, address and taxpayer identification number of the undersigned taxpayer are:SSN:The name, address and taxpayer identification number of the Taxpayers spouse are (complete
if applicable):SSN:2.
    
    Description of the property with respect to which the election is being made:(___) shares of Common Stock of the Company.3.
    
    The date on which the property was transferred was . The taxable year to which
this election relates is calendar year ___.4.
    
    Nature of restrictions to which the property is subject:The Shares are subject to repurchase at their original purchase price if unvested as of the
date of termination of employment, directorship or consultancy with the Company.5.
    
    The fair market value at the time of transfer (determined without regard to any lapse
restrictions, as defined in Treasury Regulation Section 1.83-3(a)) of the Shares was
$ per Share.6.
    
    The amount paid by the taxpayer for the Shares was per share.7.
    
    A copy of this statement has been furnished to the Company.




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ATTACHMENT 2 TO EXHIBIT E
 SAMPLE COVER LETTER TO INTERNAL REVENUE SERVICE
 
 VIA CERTIFIED MAIL
RETURN RECEIPT REQUESTED
 
 Re:
    
    Election under Section 83(b) of the Internal Revenue Code of 1986
 Taxpayer:
 Taxpayers Social Security Number:
 Taxpayers Spouse:
 Taxpayers Spouses Social Security Number:
   Very truly yours,
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