**Franklin
      Credit Management Corporation**


**Employee
      Restricted Stock Grant Agreement**




THIS
      AGREEMENT, made as of June 15, 2006, between Franklin Credit Management
      Corporation (the “Company”) and Alexander Gordon Jardin (the
“Participant”).




WHEREAS,
      the Company has adopted and maintains the Franklin Credit Management Corporation
      2006 Stock Incentive Plan (the “Plan”) to provide certain key persons, on whose
      initiative and efforts the successful conduct of the Company’s business depends,
      and who are responsible for the management, growth and protection of the
      Company’s business, with incentives to: (a) enter into and remain in the service
      of the Company, a Company subsidiary or a Company joint venture, (b) acquire
      a
      proprietary interest in the success of the Company, (c) maximize their
      performance and (d) enhance the long-term performance of the
      Company;




WHEREAS,
      the Plan provides that the Compensation Committee of the Board of Directors
      of
      the Company (the “Compensation Committee”) shall administer the Plan and
      determine the key persons to whom awards shall be granted and the amount and
      type of such awards; and




WHEREAS,
      the Compensation Committee has determined that the purposes of the Plan would
      be
      furthered by granting the Participant an award under the Plan as set forth
      in
      this Agreement;




WHEREAS,
      the Company engaged the Participant to serve as its Chief Executive Officer
      pursuant to an Employment Agreement, dated as of April 26, 2006 (the “Employment
      Agreement”);




WHEREAS,
      in consideration of the Participant agreeing to be so engaged pursuant to the
      Employment Agreement, the Company has agreed to grant the Participant an award
      of certain shares of the Company’s stock as set forth in this
      Agreement;




NOW,
      THEREFORE, in consideration of the premises and the mutual covenants hereinafter
      set forth, the parties hereto hereby agree as follows:




1.  Grant
      of Restricted Stock .  Pursuant
      to, and subject to, the terms and conditions set forth herein and in the Plan,
      the Compensation Committee hereby grants to the Participant 100,000 restricted
      shares (the “Restricted Stock”) of common stock of the Company (“Common
      Stock”).




2.  Grant
      Date .  The
      Grant Date of the Restricted Stock is June 15, 2006.




3.  Incorporation
      of Plan .  All
      terms, conditions and restrictions of the Plan are incorporated herein and
      made
      part hereof as if stated herein.  If there is any conflict between the
      terms and conditions of the Plan and this Agreement, the terms and conditions
      of
      the Plan, as interpreted by the Compensation Committee, shall
      govern.  Except as otherwise provided herein, all capitalized terms
      used herein shall have the meaning given to such terms in the Plan.









4.  Vesting .
      Subject
      to the further provisions of this Agreement, 10,000 shares of Restricted Stock
      shall vest immediately upon issuance; 5,000 shares of Restricted Stock shall
      vest of the first day after each fiscal quarter from July 1, 2006, until April
      1, 2008; and 6,250 shares of Restricted Stock will vest on the first day after
      each fiscal quarter from July 1, 2008, until April 1, 2010 (each such date,
      a
“Vesting Date”).




5.  Restrictions
      on Transferability .
      Until a
      share of Restricted Stock vests, the Participant shall not transfer the
      Participant’s rights to such share of Restricted Stock or to any rights related
      thereto. Any attempt to transfer unvested shares of Restricted Stock or any
      rights related thereto, whether by transfer, pledge, hypothecation or otherwise
      and whether voluntary or involuntary, by operation of law or otherwise, shall
      not vest the transferee with any interest or right in or with respect to such
      shares of Restricted Stock or such related rights.




6.  Termination
      of Service .
      In the
      event that the Participant’s Service with the Company terminates for any reason
      before all the shares of Restricted Stock are vested, all unvested shares of
      Restricted Stock, together with any property received in respect of such shares,
      as set forth in Section 9 hereof, shall be forfeited as of the date such Service
      terminates, and the Participant promptly shall return to the Company any
      certificates evidencing such shares, together with any cash dividends or other
      property received in respect of such shares. For purposes hereof, “Service”
means a continuous time period during which the Participant is at least one
      of
      the following: an employee or a director of, or a consultant to, the
      Company.




7.  Issuance
      of Certificates .




(a)  Reasonably
      promptly after the Grant Date, the Company shall issue and deliver to the
      Participant stock certificates, registered in the name of the Participant,
      evidencing the shares of Restricted Stock or shall instruct its transfer agent
      to issue shares of Restricted Stock which shall be maintained in book entry
      form
      on the books of the transfer agent. The Restricted Stock, if certificated,
      shall
      bear the following legend:




“THE
      SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL
      OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS
      OF
      THE FRANKLIN CREDIT MANAGEMENT CORPORATION 2006 STOCK INCENTIVE PLAN AND A
      RESTRICTED STOCK GRANT AGREEMENT BETWEEN FRANKLIN CREDIT MANAGEMENT CORPORATION
      AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE.
      NO
      TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION
      OF
      SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE.
      COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER
      OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF FRANKLIN CREDIT MANAGEMENT
      CORPORATION.”




If
      the
      Restricted Stock is in book entry form, it shall be subject to electronic coding
      or stop order indicating that such shares of Restricted Stock are restricted
      by
      the terms of this Agreement and the Plan. Such legend, electronic coding or
      stop
      order shall not be removed until such shares of Restricted Stock
      vest.




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(b)  Reasonably
      promptly after the Restricted Stock vests pursuant to Section 4 hereof, (i)
      in
      the case of certificated shares, in exchange for the surrender to the Company
      of
      the certificate evidencing the Restricted Stock, delivered to the Participant
      under Section 7(a) hereof, and the certificates evidencing any other securities
      received in respect of such shares, if any, the Company shall issue and deliver
      to the Participant (or the Participant’s legal representative, beneficiary or
      heir) a certificate evidencing the Restricted Stock and such other securities,
      free of the legend provided in Section 7(a) hereof and (ii) in the case of
      book
      entry shares, the Company shall cause to be lifted and removed any electronic
      coding or stop order established pursuant to Section 7(a) hereof.




(c)  The
      Participant shall not be deemed for any purpose to be, or have rights as, a
      shareholder of the Company by virtue of the grant of Restricted Stock, except
      to
      the extent a stock certificate is issued therefor or an appropriate book entry
      is made on the books of the transfer agent reflecting the issuance thereof
      pursuant to Section 7(a) hereof, and then only from the date such certificate
      is
      issued or such book entry is made. Upon the issuance of a stock certificate
      or
      the making of an appropriate book entry on the books of the transfer agent,
      the
      Participant shall have the rights of a shareholder with respect to the
      Restricted Stock, including the right to vote the shares, subject to the
      restrictions on transferability and the forfeiture provisions, as set forth
      in
      this Agreement.




8.  Securities
      Matters .
      The
      Company shall be under no obligation to effect the registration pursuant to
      the
      Securities Act of 1933, as amended (the “1933 Act”) of any interests in the Plan
      or any shares of Common Stock to be issued thereunder or to effect similar
      compliance under any state laws.  The Company shall not be obligated
      to cause to be issued or delivered any certificates evidencing shares of Common
      Stock pursuant hereto unless and until the Company is advised by its counsel
      that the issuance and delivery of such certificates is in compliance with all
      applicable laws, regulations of governmental authority and the requirements
      of
      any securities exchange on which shares of Common Stock are
      traded.  The Compensation Committee may require, as a condition of the
      issuance and delivery of certificates evidencing shares of Common Stock pursuant
      to the terms hereof, that the recipient of such shares make such covenants,
      agreements and representations, and that such certificates bear such legends,
      as
      the Compensation Committee, in its sole discretion, deems necessary or
      desirable.  The Participant specifically understands and agrees that
      the shares of Common Stock, if and when issued, may be “restricted securities,”
as that term is defined in Rule 144 under the 1933 Act and, accordingly, the
      Participant may be required to hold the shares indefinitely unless they are
      registered under such Act or an exemption from such registration is
      available.




9.  Dividends,
      etc .
      Unless
      the Board of Directors otherwise determines, any property, including cash
      dividends, received by the Participant with respect to a share of Restricted
      Stock as a result of any dividend, recapitalization, merger, consolidation,
      combination, exchange of shares or otherwise, will not vest until such share
      of
      Restricted Stock vests. Any cash dividends or other property (but not including
      securities) received by a Participant with respect to a share of Restricted
      Stock shall be returned to the Company in the event such share of Restricted
      Stock is forfeited. Any securities received by a Participant with respect to
      a
      share of Restricted Stock as a result of any dividend, recapitalization, merger,
      consolidation, combination, exchange of shares or otherwise will not vest until
      such share of Restricted Stock vests and shall be forfeited if such share of
      Restricted Stock is forfeited. Unless the Compensation Committee otherwise
      determines, such securities shall bear a legend or be subject to an electronic
      coding or stop order, as set forth in Section 7(a) hereof.




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10.  Delays
      or Omissions .  No
      delay or omission to exercise any right, power or remedy accruing to any party
      hereto upon any breach or default of any party under this Agreement, shall
      impair any such right, power or remedy of such party, nor shall it be construed
      to be a waiver of any such breach or default, or an acquiescence therein, or
      of
      or in any similar breach or default thereafter occurring, nor shall any waiver
      of any single breach or default be deemed a waiver of any other breach or
      default theretofore or thereafter occurring.  Any waiver, permit,
      consent or approval of any kind or character on the part of any party of any
      breach or default under this Agreement, or any waiver on the part of any party
      or any provisions or conditions of this Agreement, must be in a writing signed
      by such party and shall be effective only to the extent specifically set forth
      in such writing.




11.  Right
      of Discharge Preserved .
      Nothing
      in this Agreement shall confer upon the Participant the right to continue in
      the
      employ or other service of the Company, or affect any right which the Company
      may have to terminate such employment or service.




12.  Integration .  This
      Agreement contains the entire understanding of the parties with respect to
      its
      subject matter.  There are no restrictions, agreements, promises,
      representations, warranties, covenants or undertakings with respect to the
      subject matter hereof other than those expressly set forth
      herein.  This Agreement, including, without limitation, the Plan,
      supersedes all prior agreements and understandings between the parties with
      respect to its subject matter.




13.  Counterparts .  This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which shall constitute one and the same
      instrument.




14.  Governing
      Law .  This
      Agreement shall be governed by and construed and enforced in accordance with
      the
      laws of the State of Delaware, without regard to the provisions governing
      conflict of laws.




15.  Obligation
      to Notify .
      If the
      Participant makes the election permitted under Section 83(b) of the Internal
      Revenue Code of 1986, as amended (that is, an election to include in gross
      income in the year of transfer the amounts specified in Section 83(b)), the
      Participant shall notify the Company of such election within 10 days of filing
      notice of the election with the Internal Revenue Service and shall within the
      same 10-day period remit to the Company an amount sufficient in the opinion
      of
      the Company to satisfy any federal, state and other governmental tax withholding
      requirements related to such inclusion in Participant’s income. The Participant
      should consult with his or her tax advisor to determine the tax consequences
      of
      acquiring the Restricted Stock and the advantages and disadvantages of filing
      the Section 83(b) election. The Participant acknowledges that it is his or
      her
      sole responsibility, and not the Company’s, to file a timely election under
      Section 83(b), even if the Participant requests the Company or its
      representatives to make this filing on his or her behalf.




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16.  Participant
      Acknowledgment .  The
      Participant hereby acknowledges receipt of a copy of the Plan.  The
      Participant hereby acknowledges that all decisions, determinations and
      interpretations of the Compensation Committee in respect of the Plan, this
      Agreement and the Restricted Stock shall be final and conclusive.




IN
      WITNESS WHEREOF, the Company has caused this Agreement to be duly executed
      by
      its duly authorized officer, and the Participant has hereunto signed this
      Agreement on his own behalf, thereby representing that he has carefully read
      and
      understands this Agreement and the Plan as of the day and year first written
      above.





FRANKLIN
                  CREDIT MANAGEMENT CORPORATIONBy:
              _______________________Name:
              _______________________Title:
              _______________________________________________________[Participant]






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