MK
AUTOMOTIVE

     

    NOTICE OF RESTRICTED STOCK
BONUS AWARD

     

    
      
        	
                Grantee’s
      Name and Address:

              	
                [name]

              
	 
      	
                [address]

              
	 
      	
                [city],
      [state] [zip]

              


      

    

    


    You (the
“Grantee”) have
been granted shares of MK Automotive, Inc. common stock, $.001 value per share
(the “Common
Stock”), subject to the terms and conditions of this Notice of Restricted
Stock Bonus Award (the “Notice”) and the
Restricted Stock Bonus Award Agreement (the “Agreement”) attached
hereto.  Unless otherwise defined herein, the terms defined in the
Agreement shall have the same defined meanings in this Notice.

     

    
      
        	
                Date
      of Award:

              	
                [date]

              
	
                Total
      Number of Shares

              	 
      
	
                of
      Common Stock Awarded (the “Shares”):

              	
                [#]

              


      

    

     

    Vesting
Schedule:

     

    Subject
to the Grantee’s Continuous Service and other limitations set forth in this
Notice and the Agreement, the Shares will “vest” in accordance with the
following schedule:

     

    Beginning
on the Date of Award, the Shares shall not vest for a period of six months
following the Date of Award and shall vest thereafter on a monthly basis over a
period of three years in equal installments, with each such installment vesting
on the first day of each calendar month commencing after the expiration of six
months from the Date of Award.

     

    Notwithstanding
the foregoing, in the event of a Corporate Transaction, all outstanding Shares
shall automatically become fully vested and be released from any repurchase or
forfeiture rights on the effective date of such Corporate
Transaction.

     

    In the
event the Grantee’s Continuous Service is terminated for any reason, any
Unvested Shares (as defined below) held by the Grantee immediately following
such termination of Continuous Service shall be deemed re-conveyed to the
Company and the Company shall thereafter be the legal and beneficial owner of
the Unvested Shares and shall have all rights and interest in or related thereto
without further action by the Grantee.  The foregoing forfeiture
provisions set forth in this Notice as to Unvested Shares shall apply to any
shares of stock, other securities or other property (including cash paid other
than as a regular cash dividend) received in exchange for the Shares in any
Corporate Transaction described in Section 14(j) of the Agreement and such
stock, securities or other property shall be deemed Additional Securities for
purposes of the Agreement, but only to the extent the Shares are at the time
covered by such forfeiture provisions.

     

    For
purposes of this Notice and the Agreement, the term “vest” shall mean, with
respect to any Shares, that such Shares are no longer subject to forfeiture to
the Company.  Shares that have not vested are deemed “Unvested
Shares.”  If the Grantee would become vested in a fraction of an
Unvested Share, such Unvested Share shall not vest until the Grantee becomes
vested in the entire Share.

     

    
      
         

      

      
        - 1
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    During
any authorized leave of absence, the vesting of the Shares as provided in this
schedule shall be suspended after the leave of absence exceeds a period of three
(3) months.  Vesting of the Shares shall resume upon the Grantee’s
termination of the leave of absence and return to service to the Company or a
Related Entity.  The Vesting Schedule of the Shares shall be extended
by the length of the suspension.

     

    In the
event of the Grantee’s change in status from Employee, Director or Consultant to
any other status of Employee, Director or Consultant, the Shares shall continue
to vest in accordance with the Vesting Schedule set forth above.

     

    [Balance
of Page Intentionally Blank.  Signatures on Following
Page]

     

     

     

     

     

    
      
         

      

      
        - 2
-

        
          

        

      

      
         

      

    

     

    IN WITNESS WHEREOF, the
Company and the Grantee have executed this Notice and agree that the Award is to
be governed by the terms and conditions of this Notice and the
Agreement.

     

    
      
        
          
            
              
                
                  
                    	 
      	
                            MK
      AUTOMOTIVE, INC.

                          
	 
      	
                            a
      Nevada corporation

                          
	 	 	 	 
	 
      	
                            By:

                          	    
      	 
	 
      	 
      	
                            Michael
      R. Murphy

                          	 
	 
      	 
      	
                            President
      and Chief Executive Officer

                          	 


                  

                

              

            

          

        

      

    

     

    THE
GRANTEE ACKNOWLEDGES AND AGREES THAT THE SHARES SHALL VEST, IF AT ALL, ONLY
DURING THE PERIOD OF THE GRANTEE’S CONTINUOUS SERVICE (NOT THROUGH THE ACT OF
BEING HIRED, BEING GRANTED THIS AWARD OR ACQUIRING SHARES
HEREUNDER).  THE GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING
IN THIS NOTICE NOR THE AGREEMENT SHALL CONFER UPON THE GRANTEE ANY RIGHT WITH
RESPECT TO CONTINUATION OF THE GRANTEE’S CONTINUOUS SERVICE, NOR SHALL IT
INTERFERE IN ANY WAY WITH THE GRANTEE’S RIGHT OR THE COMPANY’S RIGHT TO
TERMINATE THE GRANTEE’S CONTINUOUS SERVICE AT ANY TIME, WITH OR WITHOUT CAUSE,
AND WITH OR WITHOUT NOTICE.  THE GRANTEE ACKNOWLEDGES THAT UNLESS THE
GRANTEE HAS A WRITTEN EMPLOYMENT AGREEMENT WITH THE COMPANY TO THE CONTRARY, THE
GRANTEE’S STATUS IS AT WILL.

     

    As a
condition to receiving the Shares, the Grantee agrees to refrain from making an
election pursuant to Section 83(b) of the Code with respect to the
Shares.

     

    The
Grantee acknowledges receipt of the Agreement and represents that he or she is
familiar with the terms and provisions thereof, and hereby accepts the Award
subject to all of the terms and provisions hereof and thereof.  The
Grantee has reviewed this Notice and the Agreement in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Notice and
fully understands all provisions of this Notice and the
Agreement.  The Grantee hereby agrees that all questions of
interpretation and administration relating to this Notice and the Agreement
shall be resolved by the Board in accordance with Section 11 of the
Agreement.  The Grantee further agrees to the venue selection and
waiver of a jury trial in accordance with Section 12 of the
Agreement.  The Grantee further agrees to notify the Company upon any
change in the residence address indicated in this Notice.

     

    
      
        
          
            
              
                	
                        Dated:

                      	  
      	 	
                        Signed:

                      	  
      	 
	 
      	 
      	 	
                         

                      	      
                        [grantee]

                      	 


              

            

          

        

      

    

    


     

    
      
         

      

      
        - 3
-

        
          

        

      

      
         

      

    

    Award
Number: _______

     

    MK
AUTOMOTIVE, INC.

     

    RESTRICTED STOCK BONUS AWARD
AGREEMENT

     

    1.           Issuance of
Shares.  MK Automotive, Inc., a Nevada corporation (the “Company”), hereby
issues to the Grantee (the “Grantee”) named in
the Notice of Restricted Stock Bonus Award (the “Notice”), the Total
Number of Shares of Common Stock Awarded set forth in the Notice (the “Shares”), subject to
the Notice and this Restricted Stock Bonus Award Agreement (the “Agreement”).  All
Shares issued hereunder will be deemed issued to the Grantee as fully paid and
non-assessable shares, and the Grantee will have the right to vote the Shares at
meetings of the Company’s stockholders.  The Company shall pay any
applicable stock transfer taxes imposed upon the issuance of the Shares to the
Grantee hereunder.

     

    2.           Transfer
Restrictions.  The Shares issued to the Grantee hereunder may
not be sold, transferred by gift, pledged, hypothecated, or otherwise
transferred or disposed of by the Grantee prior to the date when the Shares
become vested pursuant to the Vesting Schedule set forth in the
Notice.  Any attempt to transfer the Unvested Shares in violation of
this Section 2 will be null and void and will be disregarded.

     

    3.           Escrow of
Stock.  For purposes of facilitating the enforcement of the
provisions of this Agreement, the Grantee agrees, immediately upon receipt of
the certificate(s) for the Unvested Shares, to deliver such certificate(s),
together with an Assignment Separate from Certificate in the form attached
hereto as Exhibit A,
executed in blank by the Grantee with respect to each such stock certificate, to
the Secretary or Assistant Secretary of the Company, or their designee, to hold
in escrow for so long as such Unvested Shares have not vested pursuant to the
Vesting Schedule set forth in the Notice, with the authority to take all such
actions and to effectuate all such transfers and/or releases as may be necessary
or appropriate to accomplish the objectives of this Agreement in accordance with
the terms hereof.  The Grantee hereby acknowledges that the
appointment of the Secretary or Assistant Secretary of the Company (or their
designee) as the escrow holder hereunder with the stated authorities is a
material inducement to the Company to make this Agreement and that such
appointment is coupled with an interest and is accordingly
irrevocable.  The Grantee agrees that such escrow holder shall not be
liable to any party hereto (or to any other party) for any actions or omissions
unless such escrow holder is grossly negligent relative thereto.  The
escrow holder may rely upon any letter, notice or other document executed by any
signature purported to be genuine and may resign at any time.  Upon
the vesting of Unvested Shares, the escrow holder will, without further order or
instruction, transmit to the Grantee the certificate evidencing such
Shares.

     

    4.           Additional Securities and
Distributions.

     

    (a)           Any
securities or cash received (other than a regular cash dividend) as the result
of ownership of the Unvested Shares (the “Additional
Securities”), including warrants, options and securities received as a
stock dividend or stock split, or as a result of a recapitalization or
reorganization or other similar change in the Company’s capital structure, shall
be retained in escrow in the same manner and subject to the same conditions and
restrictions as the Unvested Shares with respect to which they were issued,
including, without limitation, the Vesting Schedule set forth in the
Notice.  The Grantee shall be entitled to direct the Company to
exercise any warrant or option received as Additional Securities upon supplying
the funds necessary to do so, in which event the securities so purchased shall
constitute Additional Securities, but the Grantee may not direct the Company to
sell any such warrant or option.  If Additional Securities consist of
a convertible security, the Grantee may exercise any conversion right, and any
securities so acquired shall constitute Additional Securities.  In the
event of any change in certificates evidencing the Shares or the Additional
Securities by reason of any recapitalization, reorganization or other
transaction that results in the creation of Additional Securities, the escrow
holder is authorized to deliver to the issuer the certificates evidencing the
Shares or the Additional Securities in exchange for the certificates of the
replacement securities.

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    (b)           The
Company shall disburse to the Grantee all regular cash dividends with respect to
the Shares and Additional Securities (whether vested or not), less any
applicable withholding obligations.

     

    5.           Taxes.

     

    (a)           No Section 83(b)
Election.  As a condition to receiving the Shares, the Grantee
agrees to refrain from making an election pursuant to Section 83(b) of the
Code with respect to the Shares.

     

    (b)           Tax
Liability.  The Grantee is ultimately liable and responsible
for all taxes owed by the Grantee in connection with the Award, regardless of
any action the Company or any Related Entity takes with respect to any tax
withholding obligations that arise in connection with the
Award.  Neither the Company nor any Related Entity makes any
representation or undertaking regarding the treatment of any tax withholding in
connection with the grant or vesting of the Award or the subsequent sale of
Shares subject to the Award.  The Company and its Related
Entities do not commit and are under no obligation to structure the Award to
reduce or eliminate the Grantee’s tax liability.

     

    (c)           Payment of Withholding
Taxes.  Prior to any event in connection with the Award that
the Company determines may result in any tax withholding obligation, whether
United States federal, state, local or non-U.S., including any employment tax
obligation (the “Tax
Withholding Obligation”), the Grantee must arrange for the satisfaction
of the minimum amount of such Tax Withholding Obligation in a manner acceptable
to the Company.

     

    (i)         
  By Share
Withholding.  The Grantee authorizes the Company to, upon the
exercise of its sole discretion, withhold from those Shares issuable to the
Grantee the whole number of Shares sufficient to satisfy the minimum applicable
Tax Withholding Obligation.  The Grantee acknowledges that the
withheld Shares may not be sufficient to satisfy the Grantee’s minimum Tax
Withholding Obligation.  Accordingly, the Grantee agrees to pay to the
Company or any Related Entity as soon as practicable, including through
additional payroll withholding, any amount of the Tax Withholding Obligation
that is not satisfied by the withholding of Shares described above.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    (ii)           By Sale of
Shares.  Unless the Grantee determines to satisfy the Tax
Withholding Obligation by some other means in accordance with clause (iii)
below, the Grantee’s acceptance of this Award constitutes the Grantee’s
instruction and authorization to the Company and any brokerage firm determined
acceptable to the Company for such purpose to sell on the Grantee’s behalf a
whole number of Shares from those Shares issuable to the Grantee as the Company
determines to be appropriate to generate cash proceeds sufficient to satisfy the
minimum applicable Tax Withholding Obligation.  Such Shares will be
sold on the day such Tax Withholding Obligation arises or as soon thereafter as
practicable.  The Grantee will be responsible for all broker’s fees
and other costs of sale, and the Grantee agrees to indemnify and hold the
Company harmless from any losses, costs, damages, or expenses relating to any
such sale.  To the extent the proceeds of such sale exceed the
Grantee’s minimum Tax Withholding Obligation, the Company agrees to pay such
excess in cash to the Grantee.  The Grantee acknowledges that the
Company or its designee is under no obligation to arrange for such sale at any
particular price, and that the proceeds of any such sale may not be sufficient
to satisfy the Grantee’s minimum Tax Withholding
Obligation.  Accordingly, the Grantee agrees to pay to the Company or
any Related Entity as soon as practicable, including through additional payroll
withholding, any amount of the Tax Withholding Obligation that is not satisfied
by the sale of Shares described above.

     

    (iii)           By Check, Wire Transfer or Other
Means.  At any time not less than five business days (or such
fewer number of business days as determined by the Board) before any Tax
Withholding Obligation arises, the Grantee may elect to satisfy the Grantee’s
Tax Withholding Obligation by delivering to the Company an amount that the
Company determines is sufficient to satisfy the Tax Withholding Obligation by
(A) wire transfer to such account as the Company may direct,
(B) delivery of a certified check payable to the Company, or (C) such
other means as specified from time to time by the Board.

     

    6.           Stop-Transfer
Notices.  In order to ensure compliance with the restrictions
on transfer set forth in this Agreement or the Notice, the Company may issue
appropriate “stop transfer” instructions to its transfer agent, if any, and, if
the Company transfers its own securities, it may make appropriate notations to
the same effect in its own records.

     

    7.           Refusal to
Transfer.  The Company shall not be required (i) to
transfer on its books any Shares that have been sold or otherwise transferred in
violation of any of the provisions of this Agreement or (ii) to treat as
owner of such Shares or to accord the right to vote or pay dividends to any
purchaser or other transferee to whom such Shares shall have been so
transferred.

     

    8.           Restrictive
Legends.  The Grantee understands and agrees that the Company
shall cause the legends set forth below or legends substantially equivalent
thereto, to be placed upon any certificate(s) evidencing ownership of the Shares
together with any other legends that may be required by the Company or by state
or federal securities laws:

     

    THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THAT
CERTAIN RESTRICTED STOCK BONUS AWARD AGREEMENT BETWEEN THE COMPANY AND THE NAMED
STOCKHOLDERS.  THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE
TRANSFERRED ONLY IN ACCORDANCE WITH SUCH AGREEMENT, A COPY OF WHICH IS ON FILE
WITH THE SECRETARY OF THE COMPANY.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    9.           Entire Agreement: Governing
Law.  The Notice and this Agreement constitute the entire
agreement of the parties with respect to the subject matter hereof and supersede
in their entirety all prior undertakings and agreements of the Company and the
Grantee with respect to the subject matter hereof, and may not be modified
adversely to the Grantee’s interest except by means of a writing signed by the
Company and the Grantee.  These agreements are to be construed in
accordance with and governed by the internal laws of the State of Nevada without
giving effect to any choice of law rule that would cause the application of the
laws of any jurisdiction other than the internal laws of the State of Nevada to
the rights and duties of the parties.  Should any provision of the
Notice or this Agreement be determined to be illegal or unenforceable, the other
provisions shall nevertheless remain effective and shall remain
enforceable.

     

    10.         Headings.  The
captions used in this Agreement are inserted for convenience and shall not be
deemed a part of this Agreement for construction or interpretation.

     

    11.         Administration and
Interpretation.  Any question or dispute regarding the
administration or interpretation of the Notice or this Agreement shall be
submitted by the Grantee or by the Company to the Board.  The
resolution of such question or dispute by the Board shall be final and binding
on all persons.

     

    12.         Venue and Waiver of Jury
Trial.  The parties agree that any suit, action, or proceeding
arising out of or relating to the Notice or this Agreement shall be brought in
the United States District Court for the District of Nevada (or should such
court lack jurisdiction to hear such action, suit or proceeding, in a Nevada
state court in Las Vegas, Nevada) and that the parties shall submit to the
jurisdiction of such court.  The parties irrevocably waive, to the
fullest extent permitted by law, any objection the party may have to the laying
of venue for any such suit, action or proceeding brought in such
court.  THE PARTIES ALSO EXPRESSLY WAIVE ANY RIGHT THEY HAVE OR MAY
HAVE TO A JURY TRIAL OF ANY SUCH SUIT, ACTION OR PROCEEDING.  If any
one or more provisions of this Section 12 shall for any reason be held
invalid or unenforceable, it is the specific intent of the parties that such
provisions shall be modified to the minimum extent necessary to make it or its
application valid and enforceable.

     

    13.         Notices.  Any
notice required or permitted hereunder shall be given in writing and shall be
deemed effectively given upon personal delivery, upon deposit for delivery by an
internationally recognized express mail courier service or upon deposit in the
United States mail by certified mail (if the parties are within the United
States), with postage and fees prepaid, addressed to the other party at its
address as shown in these instruments, or to such other address as such party
may designate in writing from time to time to the other party.

     

    14.         Definitions.  As
used herein, the following definitions shall apply:

     

    
      
         

      

      
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    (a)           “Applicable Laws”
means the legal requirements applicable to the issuance of Awards, if any, under
applicable provisions of federal securities laws, state corporate and securities
laws, the Code, the rules of any applicable stock exchange or national market
system, and the rules of any non-U.S. jurisdiction applicable to Awards granted
to residents therein.

     

    (b)           “Award” means the
issuance of Unvested Shares hereunder.

     

    (c)           “Board” means the
Board of Directors of the Company and shall include any committee of the Board
or Officer of the Company to which the Board has delegated its authority under
this Agreement.

     

    (d)           “Code” means the
Internal Revenue Code of 1986, as amended.

     

    (e)           “Common Stock” means
the common stock, $.001 par value per share, of the Company.

     

    (f)           “Company” means MK
Automotive, Inc., a Nevada corporation.

     

    (g)           “Consultant” means any
person (other than an Employee or a Director, solely with respect to rendering
services in such person’s capacity as a Director) who is engaged by the Company
or any Related Entity to render consulting or advisory services to the Company
or such Related Entity.

     

    (h)           “Continuous Service”
means that the provision of services to the Company or a Related Entity in any
capacity of Employee, Director or Consultant, is not interrupted or
terminated.  In jurisdictions requiring notice in advance of an
effective termination as an Employee, Director or Consultant, Continuous Service
shall be deemed terminated upon the actual cessation of providing services to
the Company or a Related Entity notwithstanding any required notice period that
must be fulfilled before a termination as an Employee, Director or Consultant
can be effective under Applicable Laws.  The Grantee’s Continuous
Service shall be deemed to have terminated either upon an actual termination of
Continuous Service or upon the entity for which the Grantee provides services
ceasing to be a Related Entity.  Continuous Service shall not be
considered interrupted in the case of (i) any approved leave of absence,
(ii) transfers among the Company, any Related Entity, or any successor, in
any capacity of Employee, Director or Consultant, or (iii) any change in
status as long as the individual remains in the service of the Company or a
Related Entity in any capacity of Employee, Director or Consultant (except as
otherwise provided in the Award Agreement).  An approved leave of
absence shall include sick leave, military leave, or any other authorized
personal leave.

     

    (i)        
   “Corporate
Transaction” means any of the following transactions, provided, however, that the
Board shall determine under parts (iv) and (v) whether multiple transactions are
related, and its determination shall be final, binding and
conclusive:

     

    (i)           a
merger or consolidation in which the Company is not the surviving entity, except
for a transaction the principal purpose of which is to change the state in which
the Company is incorporated;

     

    
      
         

      

      
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    (ii)           the
sale, transfer or other disposition of all or substantially all of the assets of
the Company (including the capital stock of the Company’s subsidiary
corporations), except for a transaction in which the purchaser is a wholly owned
subsidiary of the Company or is owned by the same persons that own the
Company;

     

    (iii)          the
complete liquidation or dissolution of the Company;

     

    (iv)          any
reverse merger or series of related transactions culminating in a reverse merger
(including, but not limited to, a tender offer followed by a reverse merger) in
which the Company is the surviving entity but (A) the shares of Common
Stock outstanding immediately prior to such merger are converted or exchanged by
virtue of the merger into other property, whether in the form of securities,
cash or otherwise, or (B) in which securities possessing more than fifty
percent (50%) of the total combined voting power of the Company’s outstanding
securities are transferred to a person or persons different from those who held
such securities immediately prior to such merger or the initial transaction
culminating in such merger, but excluding any such transaction or series of
related transactions that the Board determines shall not be a Corporate
Transaction; or

     

    (v)           acquisition
in a single or series of related transactions by any person or related group of
persons (other than the Company or by a Company-sponsored employee benefit plan)
of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act)
of securities possessing more than fifty percent (50%) of the total combined
voting power of the Company’s outstanding securities but excluding any such
transaction or series of related transactions that the Board determines shall
not be a Corporate Transaction.

     

    (j)         
  “Director” means a
member of the Board or the board of directors of any Related
Entity.

     

    (k)           “Employee” means any
person, including an Officer or Director, who is in the employ of the Company or
any Related Entity, subject to the control and direction of the Company or any
Related Entity as to both the work to be performed and the manner and method of
performance.  The payment of a director’s fee by the Company or a
Related Entity shall not be sufficient to constitute “employment” by the
Company.

     

    (l)      
     “Exchange Act” means
the Securities Exchange Act of 1934, as amended.

     

    (m)          “Officer” means a
person who is an officer of the Company or a Related Entity within the meaning
of Section 16 of the Exchange Act and the rules and regulations promulgated
thereunder.

     

    (n)           “Parent” means a
“parent corporation,” whether now or hereafter existing, as defined in
Section 424(e) of the Code.

     

    (o)           “Related Entity” means
any Parent or Subsidiary of the Company and any business, corporation,
partnership, limited liability company or other entity in which the Company or a
Parent or a Subsidiary of the Company holds a substantial ownership interest,
directly or indirectly.

     

    
      
         

      

      
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    (p)           “Share” means a share
of the Common Stock.

     

    (q)           “Subsidiary” means a
“subsidiary corporation,” whether now or hereafter existing, as defined in
Section 424(f) of the Code.

     

    END
OF AGREEMENT

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
         

      

      
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    EXHIBIT
A

     

    STOCK
ASSIGNMENT SEPARATE FROM CERTIFICATE

     

    


     

    FOR VALUE
RECEIVED, [grantee] hereby sells, assigns and transfers unto
_______________________, [number] ([#]) shares of the Common Stock of MK
Automotive, Inc., a Nevada corporation (the “Company”), standing
in his name on the books of, the Company represented by Certificate No. __
herewith, and does hereby irrevocably constitute and appoint the Secretary of
the Company attorney to transfer the said stock in the books of the Company with
full power of substitution.

     

    DATED:
________________

     

    


     

    
      
        
          	 
      	
                  /s/

                	 


        

      

    

     

    [Please
sign this document but do not date it.  The date and information of
the transferee will be completed if and when the shares are
assigned.]