LASER ENERGETICS, INC.
The undersigned hereby agrees that for a period commencing on November
___, 2005 and expiring on the date that all amounts owed to Cornell Capital
Partners, LP (the "Investor"), or any successors or assigns, under the Secured
Convertible Debentures issued to the Investor pursuant to the Amended and
Restated Securities Purchase Agreement between Laser Energetics, Inc. (the
"Company") and the Investor dated February 13, 2006 have been paid (the
"Lock-up Period"), he, she or it will not, directly or indirectly, without the
prior written consent of the Investor, issue, offer, agree or offer to sell,
sell, grant an option for the purchase or sale of, transfer, pledge, assign,
hypothecate, distribute or otherwise encumber or dispose of any securities of
the Company, including common stock or options, rights, warrants or other
securities underlying, convertible into, exchangeable or exercisable for or
evidencing any right to purchase or subscribe for any common stock (whether or
not beneficially owned by the undersigned), or any beneficial interest therein
(collectively, the "Securities").
In order to enable the aforesaid covenants to be enforced, the undersigned
hereby consents to the placing of legends and/or stop-transfer orders with the
transfer agent of the Company's securities with respect to any of the Securities
registered in the name of the undersigned or beneficially owned by the
undersigned, and the undersigned hereby confirms the undersigned's investment in
the Company.
Dated: December 1, 2005
Signature
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Address:▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇, ▇▇▇ Code: ▇▇▇▇▇▇▇▇, NJ 08558
material omitted pursuant to
confidentiality request
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