**EXHIBIT
10-v** ****





**RESTRICTED
STOCK AGREEMENT**





**ANALYSTS
INTERNATIONAL CORP.**


**2004
EQUITY INCENTIVE PLAN**








THIS
AGREEMENT, made effective as of this  day
of  , 20__,
by and between Analysts International Corp., a Minnesota corporation (the
“Company”), and ___________________ (“Participant”).





W I T N E
S S E T H:





WHEREAS,
the Participant on the date hereof is a director of the Company;
and





WHEREAS,
the Company wishes to grant a restricted stock award to Participant for shares
of the Company’s Common Stock pursuant to the Company’s 2004 Equity Incentive
Plan (the “Plan”); and





WHEREAS,
the Administrator of the Plan has authorized the grant of a restricted stock
award to the Participant;





NOW,
THEREFORE, in consideration of the premises and of the mutual covenants herein
contained, the parties hereto agree as follows:





1.  **Grant
of Restricted Stock Award** . The
Company hereby grants to Participant on the date set forth above a restricted
stock award (the “Award”) for _____________________
(  ) shares
of Common Stock on the terms and conditions set forth herein, and subject to
adjustment pursuant to Section 12 of the Plan. The Company shall cause to be
issued a stock certificate representing such shares of Common Stock in the
Participant’s name, and shall deliver such certificate to the Participant;
provided, however, that the Company shall place a legend on such certificate
describing the risks of forfeiture and other transfer restrictions set forth in
this Agreement and providing for the cancellation and return of such certificate
if such shares of Common Stock are forfeited as provided in Section 2 below.
Until such risks of forfeiture have lapsed or the shares subject to this Award
have been forfeited pursuant to Section 2 below, the Participant shall be
entitled to vote the shares represented by such stock certificates and shall
receive all dividends attributable to such shares, but the Participant shall not
have any other rights as a shareholder with respect to such shares.





2.  **Vesting
of Restricted Stock** .





a.  The
shares of Stock subject to this Award shall remain forfeitable until the risks
of forfeiture lapse according to the following vesting schedule:











****


**Vesting
Date**     **Cumulative
Percentage of Shares Vested**








[unless
otherwise specified, grants shall vest 25% each year for four years


beginning
one year after the date of grant]





If the
Participant ceases to be a director of the Company (or a subsidiary of the
Company) at any time prior to a Vesting Date for any reason, the Participant
shall immediately forfeit all shares of Stock subject to this Award which have
not yet vested and for which the risks of forfeiture have not lapsed.





3.  **Miscellaneous** .





a.  **No
Right to Continued Relationship** . This
Agreement shall not confer on Participant any right with respect to the
continuance of any relationship with the Company or any of its Affiliates, nor
will it interfere in any way with the right of the Company to terminate any such
relationship. Nothing in this Agreement shall be construed as creating a
contract for any specified term between Participant and the Company or any
Affiliate.





b.  **Securities
Law Compliance** .
Participant shall not transfer or otherwise dispose of the shares of Stock
received pursuant to this Agreement until such time as counsel to the Company
shall have determined that such transfer or other disposition will not violate
any state or federal securities laws. The Participant may be required by the
Company, as a condition of the effectiveness of this restricted stock award, to
agree in writing that all Stock subject to this Agreement shall be held, until
such time that such Stock is registered and freely tradable under applicable
state and federal securities laws, for Participant’s own account without a view
to any further distribution thereof, that the certificates for such shares shall
bear an appropriate legend to that effect and that such shares will be not
transferred or disposed of except in compliance with applicable state and
federal securities laws.





c.  **Mergers,
Recapitalizations, Stock Splits, Etc.** **** Pursuant
and subject to Section 12 of the Plan, certain changes in the number or
character of the Common Stock of the Company (through merger, consolidation,
exchange, reorganization, divestiture (including a spin-off), liquidation,
recapitalization, stock split, stock dividend or otherwise) shall result in an
adjustment, reduction or enlargement, as appropriate, in Participant’s rights
with respect to any unvested portion of this Award ( i.e. ,
Participant shall have such “anti-dilution” rights under the Award with respect
to such events, but shall not have “preemptive” rights).





d.  **Shares
Reserved** . The
Company shall at all times during the term of this Agreement reserve and keep
available such number of shares as will be sufficient to satisfy the
requirements of this Agreement.














e.  **Withholding
Taxes** . If
applicable, in order to permit the Company to comply with all applicable federal
or state income tax laws or regulations, the Company may take such action as it
deems appropriate to insure that all applicable federal or state payroll, income
or other taxes are withheld from any amounts payable by the Company to the
Participant. If the Company is unable to withhold such federal and state taxes,
for whatever reason, the Participant hereby agrees to pay to the Company an
amount equal to the amount the Company would otherwise be required to withhold
under federal or state law.





f.  **2004
Equity Incentive Plan** . The
Award evidenced by this Agreement is granted pursuant to the Plan, a copy of
which Plan has been made available to Participant and is hereby incorporated
into this Agreement. This Agreement is subject to and in all respects limited
and conditioned as provided in the Plan. The Plan governs this Agreement and, in
the event of any questions as to the construction of this Agreement or in the
event of a conflict between the Plan and this Agreement, the Plan shall govern,
except as the Plan otherwise provides.





g.  **Lockup
Period Limitation** .
Participant agrees that in the event the Company advises Participant that it
plans an underwritten public offering of its Common Stock in compliance with the
Securities Act of 1933, as amended, and that the underwriter(s) seek to impose
restrictions under which certain shareholders may not sell or contract to sell
or grant any option to buy or otherwise dispose of part or all of their stock
purchase rights of the underlying Common Stock, Participant hereby agrees that
for a period not to exceed 180 days from the prospectus, Participant will not
sell or contract to sell or grant an option to buy or otherwise dispose of this
Agreement or any of the underlying shares of Common Stock without the prior
written consent of the underwriter(s) or its representative(s).





h.  **Blue
Sky Limitation** .
Notwithstanding anything in this Agreement to the contrary, in the event the
Company makes any public offering of its securities and determines, in its sole
discretion, that it is necessary to reduce the number of issued but unexercised
stock purchase rights so as to comply with any state securities or Blue Sky law
limitations with respect thereto, the Board of Directors of the Company shall
accelerate the vesting of this restricted stock award, provided that the Company
gives Participant 15 days’ prior written notice of such acceleration. Notice
shall be deemed given when delivered personally or when deposited in the United
States mail, first class postage prepaid and addressed to Participant at the
address of Participant on file with the Company.





i.  **Accounting
Compliance** .
Participant agrees that, if a merger, reorganization, liquidation or other
“transaction” as defined in Section 12 of the Plan occurs, and Participant is an
“affiliate” of the Company or any Affiliate (as defined in applicable legal and
accounting principles) at the time of such transaction, Participant will comply
with all requirements of Rule 145 of the Securities Act of 1933, as amended, and
the requirements of such other legal or accounting principles, and will execute
any documents necessary to ensure such compliance.





j.  **Stock
Legend** . The
Administrator may require that the certificates for any shares of Common Stock
purchased by Participant (or, in the case of death, Participant’s








successors)
shall bear an appropriate legend to reflect the restrictions of Paragraph 3(b)
and Paragraphs 3(g) through 3(i) of this Agreement; p rovided,
however, that failure to so endorse any of such certificates shall not render
invalid or inapplicable Paragraph 3(j).





k.  **Scope
of Agreement** . This
Agreement shall bind and inure to the benefit of the Company, its Affiliates and
its successors and assigns and Participant and any successor or successors of
Participant permitted by this Agreement.





l.  **Arbitration** . Any
dispute arising out of or relating to this Agreement or the alleged breach of
it, or the making of this Agreement, including claims of fraud in the
inducement, shall be discussed between the disputing parties in a good faith
effort to arrive at a mutual settlement of any such controversy. If,
notwithstanding, such dispute cannot be resolved, such dispute shall be settled
by binding arbitration. Judgment upon the award rendered by the arbitrator may
be entered in any court having jurisdiction thereof. The arbitrator shall be a
retired state or federal judge or an attorney who has practiced securities or
business litigation for at least 10 years. If the parties cannot agree on an
arbitrator within 20 days, any party may request that the chief judge of the
District Court of Hennepin County, Minnesota, select an arbitrator. Arbitration
will be conducted pursuant to the provisions of this Agreement, and the
commercial arbitration rules of the American Arbitration Association, unless
such rules are inconsistent with the provisions of this Agreement. Limited civil
discovery shall be permitted for the production of documents and taking of
depositions. Unresolved discovery disputes may be brought to the attention of
the arbitrator who may dispose of such dispute. The arbitrator shall have the
authority to award any remedy or relief that a court of this state could order
or grant; provided, however, that punitive or exemplary damages shall not be
awarded. The arbitrator may award to the prevailing party, if any, as determined
by the arbitrator, all of its costs and fees, including the arbitrator’s fees,
administrative fees, travel expenses, out-of-pocket expenses and reasonable
attorneys’ fees. Unless otherwise agreed by the parties, the place of any
arbitration proceedings shall be Hennepin County, Minnesota.







IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on
the day and year first above written.


ANALYSTS
      INTERNATIONAL CORP.By:Its:Participant