PERFORMANCE HEALTH TECHNOLOGIES, INC.
The undersigned hereby agrees that for a period commencing on January 19,
2006 and expiring on the later of the termination of the Standby Equity
Distribution Agreement dated January 19, 2006 between the Company and the
Cornell Capital Partners, LP (the "Investor") (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") except in accordance with the volume limitations set forth in Rule
144(e) of the General Rules and Regulations under the Securities Act of 1933, as
amended.
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: January 19, 2006
Signature
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Name:
Address:
City, State, Zip Code:
Print Social Security Number
or Taxpayer I.D. Number
