RESTRICTED STOCK AGREEMENT

Schedule Prepared in Accordance with Instruction 2 to Item 601 of Regulation S-K

The Restricted Stock Agreements are substantially identical in all material respects except as to the grantee and the number of shares.

A.   The Company believes it to be in the best interests of the Company and its stockholders to take action to promote the stability of its Board of Directors and otherwise align the interests of the members of the Board of Directors with those of the Company; and

B.   Accordingly the Company has determined to issue restricted shares of stock in accordance with the provisions of this Agreement and the 2004 Stock Incentive Plan of the Company (the “ Plan ”).

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.   Issuance of Restricted Stock .

Pursuant to the provisions of the Plan, and subject to the terms and conditions of the Plan and the terms and conditions herein, upon execution of this Agreement (the “Grant Date”), the Company will issue to the Director 5,000 shares of Common Stock, $0.01 par value per share, of the Company (the “ Common Stock ”) in consideration of the Director’s services to the Company for the term ending at the 2007 annual meeting of stockholders. All of such Common Stock issued to the Director hereby is referred to herein as “ Restricted Stock ”. The Restricted Stock will also include equity interests of the Company issued with respect to the Restricted Stock by way of an equity split, dividend of equity or other recapitalization. To secure the restrictions on the Restricted Stock, the Company will retain possession of the certificates representing the Restricted Stock, together with executed stock powers in blank, and will provide the Director with copies thereof.

2.   Vesting of Restricted Stock .

All of the Restricted Stock is non-vested and forfeitable as of the Grant Date. The Restricted Stock granted hereunder will be deemed “vested” on earlier of (i) the date of the annual meeting of the stockholders of the Company in 2007 or (ii) December 31, 2007.

3.   Forfeiture of Restricted Stock .

If the Director’s service with the Company ceases for any reason, all Restricted Stock that is not then vested and non-forfeitable will be immediately forfeited to the Company upon such cessation for no consideration.

4.   Non-Transferability; Legend .

Until the Restricted Stock becomes vested and non-forfeitable, it may not be assigned, transferred, pledged, hypothecated or disposed of in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process.

The certificates representing the Restricted Stock will bear the following legend:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS AND OTHER TERMS SET FORTH IN A RESTRICTED STOCK AGREEMENT DATED AS OF JULY 3, 2006, BETWEEN THE COMPANY AND THE OTHER SIGNATORY THERETO. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.”

5.   Rights as Stockholder .

Except as otherwise provided in this Agreement with respect to the non-vested and forfeitable Restricted Stock, the Director is entitled to all rights of a stockholder of the Company, including the right to vote the Restricted Stock and receive dividends and/or other distributions declared on the Restricted Stock.

6.   General Provisions .

(a)   Severability . The parties agree that each provision herein shall be treated as a separate and independent clause, and the unenforceability of any one clause shall in no way impair the enforceability of an