EXHIBIT 10.5
                                LOCKUP AGREEMENT

         THIS LOCKUP  AGREEMENT  ("AGREEMENT")  is made effective as of this ___
day of October 2008, by and among  Lafayette  543,  LLC,  Philadelphia  New York
Investors,   Global  Investment   Advisors,   LLC  ("SHAREHOLDER")  and  Sungame
Corporation, a Delaware corporation ("COMPANY").

         WHEREAS,   the  Shareholder  holds  common  stock  of  the  Company  or
securities convertible into or exercisable for 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
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 1) 90 days after the
shareholders stock has been registered under an effective Registration Statement
with the SEC 2) the second  anniversary of the date of this Agreement or a 3) 90
days after  Change in Control  (as  defined in the  Securities  Exchange  Act of
1934),  the  Shareholder  will not make or cause any sale more than 5% of shares
outstanding per quarter,  irrespective of whether their shares are  subsequently
registered of any Securities listed on Exhibit I 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) make
a gift of  Securities  without  consideration  to an  organization  exempt  from
taxation  under  Section  501(c)(3)  of the Internal  Revenue  Code of 1986,  as
amended.

         2  CONSIDERATION  FOR  LOCKUP  In  consideration  for  the  Shareholder
agreeing to be bound by the terms of this  Agreement,  the Company  will pay the
Shareholder $100.

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<PAGE>

         3. FAILURE TO ISSUE OPTION.  Should the option required by Section 2 of
this  agreement  not be  issued  within  30 days of this  Agreement,  then  this
Agreement shall be null and void and of no further force and effect.

         4.  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.

         5. GOVERNING LAW. This Agreement  shall,  to the fullest extent allowed
by law, be construed,  interpreted  and enforced in accordance  with the laws of
the State of  California,  without  regard to or  application of conflict of law
rules, and the venue in regard to any disputes  arising  hereunder shall, to the
fullest extent allowed by law, be in Wilmington, Delaware.

         6.  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.

         7.  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.

         8. 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 Sungame Corporation,  501 Silverside Road, Suite
105, Wilmington, Delaware 19809, attention President.

                  (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 8.

         9.  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.

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

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<PAGE>

         11. 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.

         12.  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.

         13. 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.



                  SUNGAME CORPORATION., a Delaware corporation



                  By:  __________________________________

                  Name: Guy Robert

                  Title: President








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<PAGE>


                   SHAREHOLDER




                   -------------------------------------
                           Lafayette 543 LLC

                   Address:

                   ------------------------------------

                   ------------------------------------




                   -------------------------------------
                     Philadelphia New York Investors

                   Address:

                   ------------------------------------

                   ------------------------------------




                   -------------------------------------
                      Global Investment Advisers, LLC

                   Address:

                   ------------------------------------

                   ------------------------------------





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                                    EXHIBIT I



                     SECURITIES SUBJECT TO LOCKUP AGREEMENT

Lafayette 543                       140,000
Philadelphia New York Investors     265,750
Global Investments Advisory LLC     265,750


































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