THIS
      Restricted Stock Agreement (the "Agreement") dated as of _____, by and between
      MRU Holdings, Inc., a Delaware corporation (the "Company") and _______ (the
      "Employee"), is entered into as follows:

     

    WITNESSETH:

     

    WHEREAS,
      the Company has established the MRU Holdings, Inc. 2004 Incentive Plan, a copy
      of which is attached hereto or which has been previously provided to the
      Employee;

     

    WHEREAS,
      the Compensation Committee of the Board of Directors of the Company has
      determined that the Employee
      be
      granted shares of Restricted Stock pursuant to the terms of the Plan and the
      terms of this Agreement;

     

    NOW
      THEREFORE,
      in
      consideration of the foregoing and the mutual covenants hereinafter set
      forth:

     

    
      	 	
              1.

            	
              Award
                of Restricted Stock.
                The Company hereby awards to Employee on this date, ____________
                shares of
                its common stock, par value $.001 ("Stock"), subject to the terms
                and
                conditions set forth in this Agreement (the
                "Award").

            


    

     

    
      	 	
              2.

            	
              Issuance
                of Share Certificates or Book Entry Record.
                The Company shall, as soon as administratively feasible after execution
                of
                this Agreement by the Employee, either (1) issue one or more certificates
                in the name of the Employee representing the shares of Restricted
                Stock
                covered by this Award, or (2) direct the Company's transfer agent
                for the
                Stock to make a book entry record showing ownership for the Restricted
                Stock in the name of the Employee, subject to the terms and conditions
                of
                the Plan and this Agreement.

            


    

     

    
      	 	
              3.

            	
              Custody
                of Share Certificates During the Restriction Period.
                In the event that the Company issues one or more certificates for
                the
                Restricted Stock covered by this Award in lieu of book entry, during
                the
                Restriction Period described below:

            


    

     

    
      	 	
              a.

            	
              The
                certificate or certificates shall bear the following
                legend:

            


    

     

    "The
      transferability of this certificate and the shares of stock represented hereby
      are subject to the terms and conditions (including forfeiture) of the 2004
      Incentive Plan and a Restricted Stock Agreement. Copies of such Plan and
      Restricted Stock Agreement are on file at the headquarters offices of MRU
      Holdings, Inc."

     

    
      	 	
              b.

            	
              The
                certificates shall be held in custody by the Company until the
                restrictions set forth herein shall have lapsed;
                and

            


    

     

    
      	 	
              c.

            	
              As
                a condition to receipt of this Award, the Employee hereby authorizes
                the
                Company to issue such instructions to the transfer agent as the Company
                may deem necessary or proper to comply with the intent and purposes
                of
                this Agreement and the Plan, including their provisions regarding
                forfeiture, and that this paragraph shall be deemed to constitute
                the
                stock power, endorsed in blank, allowing the Company to instruct
                its
                transfer agent to cancel any certificate representing shares that
                are
                forfeited by the Employee pursuant to the terms of the Plan or this
                Agreement.

            


    

     

    
      
         

      

      
        1.

        
          

        

      

      
         

      

    

     

    
      	 	
              4.

            	
              Terms
                of the Plan Shall Govern.
                The Award is made pursuant to, and is subject to the Plan, including,
                without limitation, its provisions governing Cancellation and Rescission
                of Awards. In the case of any conflict between the Plan and this
                Agreement, the terms of the Plan shall control. Unless otherwise
                indicated, all capitalized terms contained in this Agreement shall
                have
                the meaning assigned to them in the
                Plan.

            


    

     

    
      	 	
              5.

            	
              Restriction
                Period.
                The Restriction Period for the Restricted Stock awarded to the Employee
                under this Agreement shall commence with the date of this Agreement
                set
                forth above and shall end, for the percentage of the shares indicated
                below, on the date when the Restricted Stock shall have vested in
                accordance with the following
                schedule:

            


    

     

    

      
        	
                Date

              	
                Vested
                  Percentage

              
	 	 
	
                Grant
                  Date

              	
                25%
                  of the awarded shares

              
	
                First
                  anniversary of the date of this Agreement

              	 
	 	
                25%
                  of the awarded shares

              
	
                Second
                  anniversary of the date of this Agreement

              	 
	 	
                25%
                  of the awarded shares

              
	
                Third
                  anniversary of the date of this Agreement

              	 
	 	
                25%
                  of the awarded shares

              


      

    

     

    During
      the Restriction Period, the Employee shall not be permitted to sell, assign,
      transfer, pledge or otherwise encumber the Restricted Stock awarded
      herein.

     

    
      	 	
              6.

            	
              Shareholder
                Rights.
                Subject to the restrictions imposed by this Agreement and the Plan,
                the
                Employee shall have, with respect to the Restricted Stock covered
                by this
                Award, all of the rights of a stockholder of the Company holding
                Stock,
                including the right to vote the shares and the right to receive any
                cash
                dividends.

            


    

     

    
      	 	
              7.

            	
              Forfeiture
                of Shares.
                Upon the Employee's Termination of Employment during the Restriction
                Period, all shares of Stock covered by this Award that remain subject
                to
                restriction shall be forfeited by the Employee; provided however,
                that if
                the Employee's employment is involuntarily terminated during the
                Restriction Period by the Company (other than for Cause), or in the
                event
                of the Employee's Retirement during the Restriction Period, the
                Compensation Committee shall have the discretion to waive, in whole
                or in
                part, any or all remaining restrictions with respect to any or all
                of the
                Restricted Stock covered by this
                Award.

            


    

     

    
      	 	
              8.

            	
              Change
                in Control.
                In the event of a Change in Control, all shares of Stock covered
                by this
                Award shall become free of all restrictions and become fully vested
                and
                transferable.

            


    

     

    
      
         

      

      
        2.

        
          

        

      

      
         

      

    

     

    
      	 	
              9.

            	
              Delivery
                of Shares.
                If and when the Restriction Period expires for a share or shares
                of
                Restricted Stock without a prior forfeiture, the Company will deliver
                certificate(s) for such share(s) to the
                Employee.

            


    

     

    
      	 	
              10.

            	
              No
                Right to Continued Employment.
                Nothing contained in the Plan or this Agreement shall confer upon
                the
                Employee any right to continued employment nor shall it interfere
                in any
                way with the right of the Company or any subsidiary or Affiliate
                to
                terminate the employment of the Employee at any
                time.

            


    

     

    
      	 	
              11.

            	
              Withholding
                of Taxes.
                No later than the date as of which an amount first becomes includible
                in
                the Employee's gross income for Federal income tax purposes, the
                Employee
                shall pay to the Company or make arrangements satisfactory to the
                Company
                regarding the payment of, any Federal, state, local or foreign taxes
                of
                any kind required by law to be
                withheld.

            


    

     

    
      	 	
              12.

            	
              Governing
                Law.
                The Award made and actions taken under the Plan and this Agreement
                shall
                be governed by and construed in accordance with the laws of the State
                of
                Delaware without taking into account its conflict of laws
                provisions.

            


    

     

    
      	 	
              13.

            	
              Acceptance
                of Award.
                By the Employee's signature below, the Employee accepts the terms
                of the
                Award, as set forth in this Agreement and in the Plan. Unless the
                Company
                otherwise agrees in writing, this Agreement shall not be effective
                as a
                Restricted Stock Award if a copy of this Agreement is not signed
                and
                returned to the Company.

            


    

     

    
      	 	
              14.

            	
              Binding
                Effect.
                Subject to the limitations stated above, this Agreement shall be
                binding
                upon and inure to the benefit of the parties' respective heirs, legal
                representatives successors and
                assigns.

            


    

     

     

    *
      * * *
      *

     

    


     

    Signature
      Page to Follow

     

    
      
         

      

      
        3.

        
          

        

      

      
         

      

    

    


     

     IN
      WITNESS WHEREOF, MRU Holdings, Inc. and the Employee have executed this
      Agreement to be effective as of the date first written above.

    
 

    
      	 	MRU Holdings, Inc.
	 	 
	 	By:_________________________________
	 	 
	 	Title:________________________________


    

     

    I
      acknowledge receipt of a copy of the Plan (either as an attachment hereto or
      that has been previously received by me) and that I have carefully read this
      Agreement and the Plan. I agree to be bound by all of the provisions set forth
      in this Agreement and the Plan.

     

    
      
        	_______________________________ 	________________________________
	Date	Employee
	 	 


      

       

      
        
           

        

        
          4.