Unassociated Document


    Exhibit
      4.1

    
 

    LOCKUP
      AGREEMENT

    


    THIS
      LOCKUP AGREEMENT (the “Agreement”) is entered into as of this 12th day of July
      2007, by and among ___________ (the
      “Shareholder”) and WiTel Corp., a Nevada corporation (the
“Company”).

     

    WHEREAS,
      the Shareholder holds common stock of the Company (the
“Securities”);

     

    WHEREAS,
      the Company believes it is in the best interests of its stockholders to
      establish an orderly trading market for shares of the Company’s common
      stock;

     

    WHEREAS,
      the Company desires the Shareholder to refrain selling the Securities held
      by
      the Shareholder to encourage orderly trading in shares of the Company’s common
      stock;

     

    NOW,
      THEREFORE, in consideration of the premises, and for other good and valuable
      consideration, the receipt and sufficiency of which is hereby acknowledged,
      the
      parties hereto agree as follows:

     

    1.    LOCKUP
      OF
      SECURITIES. The Shareholder agrees, that without the prior written consent
      of
      the Company, that, until the earlier of the first anniversary of the date of
      this Agreement or a Change in Control (as defined in the Nevada Business
      Corporations Act), the Shareholder will not make or cause any sale of any
      Securities listed on Exhibit A hereto which, as of the date of this Agreement,
      the Shareholder owns either of record or beneficially, and which the Shareholder
      has the power to control the disposition; provided, however, that the
      Shareholder may, without the Company’s prior written consent, (i) sell or
      otherwise transfer the Securities to any immediately family member, or (ii)
      make
      a gift of the Securities without consideration to an organization exempt from
      taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as
      amended, or (iii) transfer shares to an exchange fund if such transfer does
      not
      require the Shareholder to file a Form 144 pursuant to the rules of the
      Securities and Exchange Commission.

     

    2.    CONSIDERATION
      FOR LOCKUP. In consideration for the Shareholder agreeing to be bound by the
      terms of this Agreement, the Company will include the Securities in the
      Company’s registration statement that it is filing on Form SB-2.

     

    3.    TRANSFER;
      SUCCESSOR AND ASSIGNS. The terms and conditions of this Agreement shall inure
      to
      the benefit of and be binding upon the respective successors and assigns of
      the
      parties. Nothing in this Agreement, express or implied, is intended to confer
      upon any party other than the parties hereto or their respective successors
      and
      assigns any rights, remedies, obligations, or liabilities under or by reason
      of
      this Agreement, except as expressly provided in this Agreement.

     

    4.    GOVERNING
      LAW. This Agreement shall be governed by and construed under the laws of the
      State of California applicable to contracts entered into and fully to be
      performed in the State of California by residents of the State of
      California.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

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

     

    6.    TITLES
      AND SUBTITLES. The titles and subtitles used in this Agreement are used for
      convenience only and are not to be considered in construing or interpreting
      this
      Agreement.

     

    7.    NOTICES.

     

    a.    All
      notices, requests, demands and other communications under this Agreement or
      in
      connection herewith shall be given or made upon (i) the Shareholder at such
      Shareholder's address set forth on the signature page hereto; and (ii) the
      Company at WiTel Corp. c/o Hateley & Hampton, APC, 1800 Century Park East,
      Sixth Floor, Los Angeles, CA 90067-1501, Attention: Donald P. Hateley,
      Esq.

     

    b.    All
      notices, requests, demands and other communications given or made in accordance
      with the provisions of this Agreement shall be in writing, and shall be sent
      by
      overnight courier, or by facsimile with confirmation of receipt, and shall
      be
      deemed to be given or made when receipt is so confirmed.

     

    c.    Any
      party
      may, by written notice to the other, alter its address or respondent, and such
      notice shall be given in accordance with the terms of this Section
      7.

    


    8.    ATTORNEYS'
      FEES. If any action at law or in equity (including arbitration) is necessary
      to
      enforce or interpret the terms of this Agreement, the prevailing party shall
      be
      entitled to reasonable attorneys' fees, costs and necessary disbursements in
      addition to any other relief to which such party may be entitled as determined
      by such court, equity or arbitration proceeding.

     

    9.    AMENDMENTS
      AND WAIVERS. Any term of this Agreement may be amended with the written consent
      of the Company and the Shareholder.

     

    10.   SEVERABILITY.
      If one or more provisions of this Agreement are held to be unenforceable under
      applicable law, portions of such provisions, or such provisions in their
      entirety, to the extent necessary, shall be severed from this Agreement and
      the
      balance of the Agreement shall be interpreted as if such provision were so
      excluded and shall be enforceable in accordance with its terms.

     

    11.   DELAYS
      OR
      OMISSIONS. No delay or omission to exercise any right, power or remedy accruing
      to any party to this Agreement, upon any breach or default of the other party
      to
      this Agreement shall impair any such right, power or remedy of such holder
      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 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
      to
      this Agreement of any breach or default under this Agreement, or any waiver
      on
      the part of any party of any provisions or conditions of this Agreement, must
      be
      in writing and shall be effective only to the extent specifically set forth
      in
      such writing. All remedies, either under this Agreement or by law or otherwise
      afforded to any holder shall be cumulative and not alternative.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    12.   ENTIRE
      AGREEMENT. This Agreement and the documents referred to herein constitute the
      entire agreement between the parties hereto pertaining to the subject matter
      hereof, and any and all other written or oral agreements existing between the
      parties hereto are expressly canceled.

     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      date
      first above written.

    


    
      	 	
              WiTel
                Corp.

               

               

              By: /s/
                James E.
                Renton                                  

              James
                E. Renton

              Its: 
                Chairman
                & CEO

            
	 	
               

               

              By:
                ___________________________________

               

               

              Address:

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    EXHIBIT
      I

    


    SECURITIES
      SUBJECT TO LOCKUP AGREEMENT