RESTRICTED STOCK AGREEMENT



       This RESTRICTED STOCK AGREEMENT (this "Agreement") is entered

into as of October ___, 2006, by and between Bouldin Corporation, a Delaware

corporation (the "Company"), and Jean M. Brock, a resident of the State of

Tennessee ("Executive").  Certain definitions are set forth in Section 9 of

this Agreement.



                                            RECITALS:



         Executive and the Company are parties to that certain Employment

Agreement, dated as of the date hereof (the "Employment Agreement"),

pursuant to which the Company has agreed to issue and award to Executive

shares of its common stock to be purchased by Executive at par value $.0001

per share ("Common Stock"), on the terms and subject to the conditions set

forth in this Agreement.



                                          AGREEMENT:



        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 to this Agreement hereby agree

as follows:



      Section 1.   Effective Time.  This Agreement shall become effective upon

the date entered in paragraph one above.



      Section 2.   Restricted Stock Award.  On October 23, 2006 the Company

shall issue to Executive 75,000 restricted shares of Common Stock (the

"Restricted Stock"), which shall be subject to the terms and conditions

hereof. The Company shall promptly thereafter deliver to Executive

certificate(s) representing the Restricted Stock.  Subject to the terms and

conditions of this Agreement, Executive shall have all of the rights of a

stockholder of the Company with respect to the Restricted Stock, including,

without limitation the right to vote such stock on any matter to be voted on

by the stockholders of Company and the right to receive dividends with

respect to the stock, provided that such rights shall terminate upon

forfeiture of any such stock pursuant to Section 4 hereof, and provided

further that Executive may not transfer or assign any Restricted Stock except

to the extent such stock is vested hereunder.



      Section 3.   No Guarantee of Employment.  Executive acknowledges and

agrees that neither the issuance of the Restricted Stock to Executive nor any

provision contained herein shall entitle Executive to remain in the employment

of the Company or any of its Subsidiaries or affect the right of the Company

or any of its Subsidiaries, subject to the terms of the Employment Agreement

or any successor agreement, to terminate Executive's employment at any time

for any reason.



      Section 4.   Vesting of Restricted Stock.



      (a)   For so long as Executive is employed by the Company, the

Restricted Stock shall vest and become unrestricted as follows:



           (i)   15,000 shares of Restricted Stock shall vest upon issuance;



          (ii)   1,000 shares of Restricted Stock shall vest on the 23rd day

          of each month for sixty months, the expiration of the Employment

          Agreement.



     (b)   Notwithstanding subparagraph (a) above:



          (i)   If Executive's employment by the Company and its Subsidiaries

          is terminated by the Company without Cause or by Executive for Good

          Reason, the portion of the Restricted Stock that has not become

          vested as of the date of such event shall become fully vested

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