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EXHIBIT 10.5


                        RESTRICTED STOCK GRANT AGREEMENT

        THIS RESTRICTED STOCK GRANT AGREEMENT (this "AGREEMENT") is effective as
of August 22, 2005, by and between Docucorp International, Inc., a Delaware
corporation (together with its parent and subsidiary corporations, the
"COMPANY"), and ("GRANTEE").

                                    RECITALS

        WHEREAS, the Company wishes to grant and issue restricted stock of XXX
shares (the "SHARES") of common stock, par value $0.01 per share, of the Company
to Grantee pursuant and subject to and in accordance with the terms and
conditions of that certain 1997 Equity Compensation Plan of the Company (the
"PLAN") and this Agreement, for and in consideration of services rendered by
Grantee to the Company, to provide incentive to Grantee to remain employed by
the Company and to contribute to the growth of the Company; and

                                    AGREEMENT

        NOW, THEREFORE, for and in consideration of the foregoing premises and
the agreements, representations, warranties, and covenants set forth in this
Agreement and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, hereby agree as follows:

        1.      GRANT OF RESTRICTED STOCK. Subject to the terms and conditions
of the Plan and this Agreement, for and in consideration of services rendered by
Grantee to the Company and other good and valuable consideration, the Company
shall grant and issue to Grantee, and Grantee shall accept from the Company, a
restricted stock grant of the Shares pursuant to and in accordance with the Plan
and this Agreement effective as of the date hereof (the "DATE OF GRANT"). Any
and all capitalized terms used herein and not otherwise defined herein shall
have the meaning(s) assigned to such term(s) in the Plan.

        2.      RESTRICTIONS ON VESTING AND DISPOSITION.

                (a)     REQUIREMENT OF EMPLOYMENT. Except as otherwise expressly
        provided by Section 2(b) of this Agreement, if Grantee ceases to be
        Employed by the Company (as defined in the Plan) on a full-time basis
        for any reason or no reason at any time from 8:00 A.M., Dallas, Texas
        time on the Date of Grant until 5:00 P.M., Dallas, Texas time on August
        22, 2010 (the "RESTRICTION PERIOD"), this Agreement shall immediately
        terminate as to any and all Shares still subject to any restriction(s)
        set forth in the Plan and/or this Agreement and Grantee shall
        immediately (i) forfeit all right, title, and interest in and to such
        Shares and (ii) return such forfeited Shares (and any and all
        certificate(s) representing and evidencing such forfeited Shares) to the
        Company. Upon any forfeiture, all right, title, and interest of Grantee
        with respect to any and all forfeited Shares shall cease and terminate,
        without any further obligation on the part of the Company.

                (b)     ADDITIONAL RESTRICTIONS ON VESTING AND DISPOSITION.
        Except as expressly permitted by the Plan, during the Restriction
        Period, Grantee shall not sell, assign, transfer, pledge, hypothecate,
        or otherwise dispose of any or all Shares that are still subject to any
        restriction(s) set forth in the Plan and/or this Agreement. Subject to
        the other terms and conditions of the Plan and this Agreement, the

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        restriction set forth in the preceding sentence of this Section 2(b)
        shall expire and lapse with respect to the Shares as the Shares "vest"
        in favor of Grantee in accordance with the following vesting schedule:

                1/5 of the original aggregate Shares effective annually
                on July 31 of each year (if, and only if, Grantee shall
                be Employed by the Company on a full-time basis as of
                5:00 P.M., Dallas, Texas time on such date) for five (5)
                years beginning on July 31, 2006 and continuing through
                July 31, 2010.

                (c)     CONSEQUENCES OF A CHANGE OF CONTROL. Subject to the
        Plan, in the event of the liquidation or sale of all or substantially
        all of the capital stock or assets of the Company (excluding the sale of
        capital stock of the Company to the public pursuant to a Registration
        Statement filed pursuant to the Securities Act of 1933, as amended,
        and/or applicable state securities laws) at any time prior to all Shares
        having vested pursuant to paragraph (b) of this Section, then,
        notwithstanding the provisions of paragraph (b) of this Section to the
        contrary, the restrictions and conditions on all outstanding Shares
        shall immediately lapse and all of the Shares not previously vested
        shall vest immediately prior to the effective time of such event in
        favor of Grantee if (and only if) Grantee is Employed by the Company on
        a full-time basis on the effective date of such event.

        3.      CAPITAL ADJUSTMENT. Subject to the Plan, the Shares shall be
subject to such adjustment as is appropriate to reflect any stock dividend,
stock split, share combination, exchange of shares, reclassification,
recapitalization, or the like of or by the Company.

        4.      LEGENDS. Each certificate representing and evidencing any
Share(s) shall contain a legend giving appropriate notice of the restrictions in
the Plan and this Agreement, in addition to any other required and/or
appropriate legends.

        5.      TAXES; 83(B) ELECTION. Subject to the Plan, including, without
limitation, Section 10 of the Plan, (i) Grantee shall be responsible and liable
for the payment of any and all taxes that become due as a result of this
Agreement, the grant or issuance of the Shares, or as a result of the transfer
or other disposition of the Shares, (ii) the Company may, at the option and the
sole and absolute discretion of the Company, no later than the date as of which
the value of any Shares first becomes includable in the gross income of Grantee
for federal income tax purposes, either withhold amount(s), as appropriate, in
connection with or make arrangements with Grantee regarding the payment of any
federal, state, or local taxes of any kind required by law to be withheld with
respect to the restricted stock grant hereunder, and (iii) the Company shall, to
the extent permitted by law, have the right to deduct any such taxes from any
payment of any kind otherwise due to Grantee. If Grantee makes any election
under Section 83(b) of the Internal Revenue Code of 1986, as amended, with
respect to the Shares, Grantee shall immediately give notice to the Company of
such election. Grantee shall be solely responsible for making any such election
and the Company shall not be liable for any such election made or the failure to
make such election.

        6.      NOTICES. Any communication(s) to be given hereunder by either
party to the other shall be deemed to have been duly given if given in writing
and personally delivered or sent by mail, registered or certified, postage
prepaid with return receipt requested, as follows:

 If to Company: Docucorp International, Inc.   If to Grantee: __________________
                5400 LBJ Freeway                              __________________
                Suite 300                                     __________________
                Dallas, Texas 75240                           __________________


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        Notices delivered personally shall be deemed communicated as of actual
receipt; mailed notices shall be deemed communicated as of three (3) days after
mailing.

        7.      BINDING EFFECT; GOVERNING LAW; SEVERABILITY; ATTORNEY'S FEES.
Neither this Agreement nor any portion hereof may be assigned by Grantee without
the prior express written consent of the Company. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
heirs, successors, and permitted assigns. The validity, construction,
interpretation, and effect of this Agreement shall be exclusively be governed by
and determined in accordance with the laws of the State of Delaware. In the
event that any sentence, paragraph, provision, section, or article of this
Agreement is declared to be void by a court of competent jurisdiction, such
sentence, paragraph, provision, section, or article shall be deemed severed from
the remainder of this Agreement and the balance of this Agreement shall remain
in effect. If any civil action, whether at law or in equity, is necessary to
enforce or interpret any of the terms of this Agreement, the prevailing party
shall be entitled to reasonable attorneys' fees, court costs, and other
reasonable expenses of litigation, in addition to any other relief to which such
party may be entitled.

        IN WITNESS WHEREOF, the undersigned parties have executed this
Restricted Stock Grant Agreement effective as of the day and year first above
written.

        Docucorp International, Inc.              Grantee:


        By:______________________________         ______________________________
        Name:  Michael D. Andereck                Name:
        Title: President



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