WWW.EXFILE.COM, INC. -- 888-775-4789 -- ARKADOS GROUP, INC. -- EXHIBIT 4.5 TO FORM S-8


    EXHIBIT
4.5


     

     

     

    STOCK
AWARD AGREEMENT

     

    THIS
AGREEMENT is made and entered into as of ___________,  by and between
ARKADOS  GROUP, INC., a Delaware corporation (“ARKADOS”), and
__________ (the “Recipient”).

     

    WHEREAS, ARKADOS and Recipient has
provided valuable services to ARKADOS, and ARKADOS wishes to compensate
Recipient for such services and create a further incentive for Recipient to
continue to provide such services;

     

    AND WHEREAS, ARKADOS has limited cash
resources;

     

    NOW, THEREFORE, in consideration of
their mutual promises and undertakings, ARKADOS and Recipient mutually agree as
follows:

     

    1.           In
consideration for Recipient’s [agreement to continue to provide services to /
previous provision of services having a value of $______ ] (which services have
not and will not be in connection with the offer or sale of securities in a
capital-raising transaction, and did not and will not directly or indirectly
promote or maintain a market for the ARKADOS’ securities) as of the date of this
Agreement (the “Grant Date”), is hereby  granted _________ shares of
ARKADOS  common stock, $0.0001 par value (the “Shares”), pursuant to
the Arkados Group, Inc. 2004 Stock Option And Restricted Stock Plan, as amended
(the “Plan”).  The Shares shall be issued and delivered to the
Recipient within five business days after ARKADOS files a Form S-8 registration
statement to permit the issuance of the granted shares pursuant to the Plan
without restrictions (the “Issuance Date”).  All the Shares shall vest
immediately on the Issuance Date.

     

    2.           Recipient
shall be solely responsible for any and all federal, state, and local taxes
which may be imposed on him as a result of his receipt of the
Shares.

     

    [3.          If
this grant is in consideration of past services rendered and billed, the
Recipient hereby releases ARKADOS from payment of an amount equal to the dollar
amount set forth above.]


     

    [3./4.]    In the event
of any change (such as recapitalization, merger, consolidation, stock dividend,
or otherwise) in the character or amount of ARKADOS common stock, $0.0001 par
value, prior to the Issuance Date, (a) the number of shares of Shares to which
Recipient shall be entitled shall be the same as if he had actually owned the
Shares without restriction at the time of such change, and (b) the amount of the
cash to be paid to Recipient shall be the amount of dividends paid on the Shares
following such change in the number of shares of Shares.

     

    [4./5.]  
 The Shares shall be registered prior to the Issuance Date under Form S-8
or a successor form thereto, or if such form is not available, on any form
available to ARKADOS, for the sale of securities to the Recipient.

     

    [5./6.]    Nothing in
this Agreement shall be interpreted or construed to create a contract of
employment between ARKADOS and the Recipient. This Agreement is intended solely
to provide Recipient an incentive to continue providing services to ARKADOS
under existing agreements for such services.

     

    IN WITNESS WHEREOF, the parties hereto
have executed this Agreement as of the
date first above written.

     

     

    ARKADOS GROUP, INC.

     

     

    By:
________________________________

    [Name]

    [Title]

     

    RECPIENT:

     

    _____________________________

    [Name]