EXHIBIT 10.01

            VOLT INFORMATION SCIENCES, INC.2006 INCENTIVE STOCK PLAN
          FORM OF RESTRICTED STOCK AGREEMENT FOR NON-EMPLOYEE DIRECTORS

         Volt Information Sciences, Inc. has entered into a Restricted Stock
Agreement identical to the form attached hereto with each of the following
directors and officers on the dates indicated:

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             DATE                                    NAME
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   April 5, 2007                                Lloyd Frank

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   April 5, 2007                                Bruce G. Goodman

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   April 5, 2007                                Theresa A. Havell

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   April 5, 2007                                Mark N. Kaplan

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   April 5, 2007                                Deborah Shaw

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   April 5, 2007                                William H. Turner

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                                Granted {DATE 1}
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This  Restricted  Stock  Agreement  is entered  into as of {DATE 1}  pursuant to
Article VII of the Volt  Information  Sciences,  Inc. 2006 Incentive  Stock Plan
(the "Plan") and evidences the grant, and the terms, conditions and restrictions
pertaining thereto, of Restricted Stock awarded to {NAME} (the "Participant").

1.       Capitalized Terms. Capitalized terms in this Agreement have the meaning
         assigned to them in the Plan,  unless this Agreement  provides,  or the
         context requires, otherwise.

2.       Award of Shares.  In consideration  of the services  rendered and to be
         rendered to Volt Information Sciences,  Inc. (the "Company") and/or its
         Subsidiaries  by the  Participant as a member of the Board of Directors
         of  the  Company  or a  Subsidiary,  the  Company  acting  through  the
         Committee  hereby grants to the Participant a Restricted Stock Award as
         of {DATE 1} ("Award Date"),  covering  {NUMBER} Shares of the Company's
         Stock  (the  "Award  Shares")  subject to the  terms,  conditions,  and
         restrictions  set  forth  in this  Agreement.  This  Award  is  granted
         pursuant to the Plan and is subject to the terms thereof.

3.       Period of Restriction.

         (a)      For purposes of this Agreement,  subject to earlier vesting or
                  forfeiture as provided below,  the period of restriction  (the
                  "Period  of  Restriction")  applicable  to  the  Award  Shares
                  applicable  to the Award  Shares is as  follows:  (1) one year
                  from the Award  Date with  respect to  one-third  of the Award
                  Shares  (with any  fractional  share  rounded down to the next
                  whole  share),  (2) two years from the Award Date with respect
                  to the second on-third of the Award Shares(with any fractional
                  share  rounded  down to the next whole  share),  and (3) three
                  years from the Award Date with  respect to the  balance of the
                  Award Shares.

         (b)      Notwithstanding  any other  provision of this Agreement to the
                  contrary,  if a Change in Control  occurs after the Award Date
                  and  during  the  continuation  of the  Participant's  Company
                  Service (as defined in Paragraph 5), the Period of Restriction
                  shall end and any remaining restrictions  applicable to any of
                  the Award Shares shall  automatically  terminate and the Award
                  Shares shall be free of restrictions and freely transferable.

         (c)      Except as otherwise  provided pursuant to Paragraph 3(b) or 4,
                  the applicable portion of the Award Shares shall become freely
                  transferable  by the  Participant  after  the  last day of its
                  Period of Restriction.


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4. Cessation of Company Service and Vesting or Forfeiture.

         (a)      If the Participant's  Company Service (as defined in Paragraph
                  5) ceases  due to the  Participant's  death or  permanent  and
                  total  disability  (within the meaning of Section  22(e)(3) of
                  the  Internal   Revenue   Code),   any  remaining   Period  of
                  Restriction applicable to the Award Shares shall automatically
                  terminate  and the Award Shares shall be free of  restrictions
                  and freely transferable.


         (b)      If the Participant's  Company Service (as defined in Paragraph
                  5)  ceases as a result of the  Participant's  retirement  from
                  Board  Service,  the Committee,  may, in its sole  discretion,
                  waive the  automatic  forfeiture  of any or all  Award  Shares
                  and/or may add such new restrictions to the Award Shares as it
                  deems appropriate.

         (c)      If the Participant's  Company Service (as defined in Paragraph
                  5)  ceases  for any  reason  other  than  those  set  forth in
                  Paragraphs   4(a)  and  (b)  above   during   the   Period  of
                  Restriction, any Award Shares still subject to restrictions at
                  the  date  of  such   cessation  of  Board  Service  shall  be
                  automatically  forfeited  to the Company;  provided,  however,
                  that,  the forgoing  shall not prevent the  Committee,  in its
                  sole discretion,  from waiving the automatic forfeiture of any
                  or all Award Shares and/or adding such new restrictions to the
                  Award Shares as it deems appropriate.

5. Company Service.

         (a)      For purposes  hereof,  "Company  Service"  means service as an
                  Employee and/or  Non-Employee  Director.  Notwithstanding  any
                  contrary  provision  or  implication  herein,  in  determining
                  cessation of Company  Service for purposes  hereof,  transfers
                  between the Company and/or any Subsidiary shall be disregarded
                  and shall not be  considered a cessation  of Company  Service,
                  and  changes  in  status  between  that of an  Employee  and a
                  Non-Employee  Director shall be  disregarded  and shall not be
                  considered a cessation of Company Service.

         (b)      Nothing under the Plan or in this Agreement  shall confer upon
                  the  Participant  any right to continue  Company Service or in
                  any way  affect  any right of the  Company  to  terminate  the
                  Participant's Company Service without prior notice at any time
                  for any or no reason.

6.       Voting Rights.  During the Period of  Restriction,  the Participant may
         exercise full voting rights with respect to the Award Shares by written
         and timely proxy delivered as directed by the Company.

7.       Dividends  and Other  Distributions.  During  the Period of
         Restriction,  all  dividends  and other  distributions  paid with
         respect to the Award  Shares  (whether  in cash,  property  or Stock)
         shall be  deposited  with the  Company as  provided  in Paragraph 8.
         Whenever a dividend,  other than a dividend  payable in the form of
         Stock, is declared with respect to the Award Shares,  a number of
         additional  Award Shares shall be issued in connection  therewith and
         the number of such additional Award Shares shall be determined (with
         any fractional  share rounded down to the next whole share) by dividing
         (i) the product of (A) the  number of Award Shares credited to the
         Participant on the related  dividend  record date and (B) the amount of
         any cash dividend  declared by the Company on a share of Stock (or, in
         the case of any dividend distributable in property other than shares of
         Stock, the per share value of such dividend, as determined by the
         Company for purposes of Federal income tax reporting) by (ii) the Fair
         Market Value on the related dividend payment date. All such dividends
         and other distributions shall be considered to be Award Shares and
         shall be subject to the same restrictions on transferability, earning,
         vesting and forfeiture as the Award Shares with respect to which they
         were paid.

8.       Stock Certificates.

         (a)      The  stock  certificate(s)  for  the  Award  Shares  shall  be
                  registered on the Company's  stock  transfer books in the name
                  of the  Participant  in book  entry or  electronic  form or in
                  certificated form as determined by the Committee. If issued in
                  certificated   form,   physical   possession   of  the   stock
                  certificate(s) shall be held by Company until such time as the
                  Period of Restriction  lapses. The Participant shall provide a
                  duly executed  stock power in blank to the Company as directed
                  by the Committee.

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         (b)      Any Award Shares issued in book entry or electronic form shall
                  be subject to the  following  legend,  and any  certificate(s)
                  evidencing  the Award Shares shall bear the following  legend,
                  during the Period of Restriction:


                           The sale,  transfer,  pledge,  hypothecation or other
                           disposition  of the  shares of stock  represented  by
                           this certificate, whether voluntary,  involuntary, or
                           by   operation   of  law,   is   subject  to  certain
                           restrictions  on  transfer  set  forth  in  the  Volt
                           Information Sciences, Inc. 2006 Incentive Stock Plan,
                           in the rules and  administrative  procedures  adopted
                           pursuant  to such  Plan,  and in a  Restricted  Stock
                           Agreement.  A  copy  of  the  Plan,  such  rules  and
                           procedures,  and such Restricted  Stock Agreement may
                           be obtained  from the  Secretary of Volt  Information
                           Sciences, Inc.


9.        Withholding  Taxes.  The  Company  shall  have the right to retain and
          withhold  the  amount  of  taxes   required  by  any   government   or
          governmental  authority to be withheld or otherwise  deducted and paid
          with respect to the Award Shares. At its discretion, the Committee may
          require the  Participant  to reimburse  the Company for any such taxes
          required  to  be  withheld  by  the  Company  and  may   withhold  any
          distribution  in whole or in part until the Company is so  reimbursed.
          In lieu thereof, the Company shall have the right to withhold from any
          other cash  amounts  due to or to become  due from the  Company to the
          Participant  an amount equal to such taxes  required to be withheld by
          the Company to  reimburse  the Company for any such taxes or to retain
          and withhold, or cause to be returned to it, a number of Shares having
          a Fair Market Value not less than the amount of such taxes, and cancel
          any such Shares so withheld or  returned,  in order to  reimburse  the
          Company for any such taxes.

10.      Compliance  with  Securities  Laws. The Company  covenants that it will
         attempt  to  maintain  an  effective  registration  statement  with the
         Securities and Exchange  Commission covering the Shares of Stock of the
         Company,  which are the  subject of and may be issued  pursuant to this
         Agreement,  at all times  during  which this Award is  outstanding  and
         there is no applicable exemption from registration of such Shares.

11.       Administration.  The Plan is administered by a Committee  appointed by
          the Company's  Board of Directors.  The Committee has the authority to
          construe and interpret the Plan, to make rules of general  application
          relating to the Plan, to amend outstanding  Awards,  and to require of
          any person receiving Stock pursuant to this Award, at the time of such
          receipt,   the   execution   of  any  paper  or  the   making  of  any
          representation  or the  giving of any  commitment  that the  Committee
          shall, in its discretion, deem necessary or advisable by reason of the
          securities laws of the United States or any state, or the execution of
          any paper or the  payment  of any sum of money in  respect of taxes or
          the  undertaking  to pay or have paid any such sum that the  Committee
          shall,  in its  discretion,  deem  necessary by reason of the Internal
          Revenue Code or any rule or regulation  thereunder or by reason of the
          tax laws of any  state.  All such  Committee  determinations  shall be
          final, conclusive, and binding upon the Company and the Participant.

12.      Governing  Law. The Plan has been adopted in New York, New York and all
         agreements  under the Plan shall be deemed to have been entered into in
         New York, New York. The Plan,  and this  Agreement,  shall be governed,
         construed, and administered in accordance with the laws of the State of
         New York applicable to contracts made and to be performed solely in the
         State of New York. Any dispute under the Plan, or under this Agreement,
         shall be adjudicated  solely and exclusively in the Courts of the State
         of New York located in the borough of Manhattan,  City and State of New
         York, and the Federal Court for the Southern  District of New York, and
         no other Court shall have  jurisdiction  of this Plan,  this Agreement,
         the Award Shares, or any dispute hereunder.

13.      Successors.  This  Agreement  shall be  binding  upon and  inure to the
         benefit of the successors, assigns, heirs, and legal representatives of
         the respective parties.

14.      Prohibition  Against  Pledge,  Attachment,  etc.  Except  as  otherwise
         provided  herein,  during the Period of Restriction,  the Award Shares,
         and  the  rights  and  privileges   conferred  hereby,   shall  not  be
         transferred, assigned, pledged or hypothecated in any way and shall not
         be subject to execution, attachment or similar process.

15.      No  Construction  Against Any Party.  This  Agreement is the product of
         informed  negotiations  between the Participant and the Company. If any
         part of this  Agreement is deemed to be unclear or ambiguous,  it shall
         be  construed  as if it  were  drafted  jointly  by  all  parties.  The
         Participant  and the Company agree that neither party was in a superior
         bargaining position regarding the substantive terms of this Agreement.

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16.      Severability.  If any provision of this Agreement,  or part thereof, is
         determined to be unenforceable for any reason  whatsoever,  it shall be
         severable from the remainder of this Agreement and shall not invalidate
         or affect the other provisions of this Agreement, which shall remain in
         full  force and  effect  and shall be  enforceable  according  to their
         terms.  No  covenant  shall be  dependent  upon any other  covenant  or
         provision herein, each of which stands independently.

To evidence their  agreement to the terms,  conditions,  and  restrictions,  the
Company and the Participant  have signed this Agreement in the State of New York
as of the date first above written.

     VOLT INFORMATION SCIENCES, INC.   By:
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                                       Its:
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     PARTICIPANT:
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                                        {NAME}