March
      7,
      2007

     

    To: Equicap,
      Inc.


    


    RE:
      Lock-Up Letter Agreement


    


    Ladies
      and Gentlemen:

    


    This
      Lock-Up Letter Agreement is being delivered to you in connection with the
      Securities Exchange Agreement (the “SEA”), dated as of March 7, 2007 by and
      among Equicap, Inc. (the “Company”) and Usunco Automotive Limited and its
      stockholders (collectively, “Usunco”). Terms not defined herein have the meaning
      given them in the SEA. La Pergola Investments Limited, Fountainhead Investments,
      Inc., Gaha Ventures, LLC, G4, LLC and Fountainhead Capital Partners Limited
      (collectively, the “Holders” and each individually, a “Holder”) are the owners
      of shares of the Company’s Common Stock, $0.001 par value (“Common Stock”), or a
      Convertible Note which is convertible by its terms into shares of the Company’s
      Common Stock, $0.001 par value (collectively, “Holder Securities”)

    


    In
      order
      to induce the Company and Usunco to enter into the SEA, the undersigned agree
      that for a period of 365 days beginning on the Closing Date (as defined in
      the
      SEA) (the “Lock-up Period”), the undersigned will not, without the written
      consent of the Company, (i) sell, offer to sell, contract or agree to sell,
      transfer, hypothecate, hedge, pledge, grant any option to purchase or otherwise
      dispose of or agree to dispose of, directly or indirectly, any shares of the
      Holder Securities or rights to purchase shares of Common Stock or (ii) enter
      into any swap or other arrangement that transfers to another, in whole or in
      part, any of the economic consequences of ownership of any of the Holder
      Securities or other rights to purchase shares of Common Stock, whether any
      such
      transaction is to be settled by delivery of such securities, in cash or
      otherwise, owned directly by the undersigned (including holding as a custodian)
      or with respect to which the undersigned has beneficial ownership within the
      rules and regulations of the U. S. Securities and Exchange Commission.


     

    The
      foregoing shall not apply to (a) any transfer with respect to the Holder
      Securities to Fountainhead Capital Partners Limited (“FHCP”), provided FHCP
      agrees in writing to be bound by the terms of this Lock-Up Letter Agreement;
      (b)
      bona fide gifts, whether to charitable organizations or otherwise, provided
      the
      recipient thereof agrees in writing to be bound by the terms of this Lock-Up
      Letter Agreement, (c) dispositions to any foundation, trust, partnership or
      the
      limited liability company, as the case may be, exclusively for the direct or
      indirect benefit of the undersigned and/or the immediate family of the
      undersigned, provided that such person (or trustee of such trust) agrees in
      writing to be bound by the terms of this Lock-Up Letter Agreement, (d) transfers
      as required by law, (e) dispositions by a partnership to a partner of such
      partnership, provided such partner agrees in writing with to be bound by the
      terms of this Lock-Up Letter Agreement and (f) dispositions by a limited
      liability company to a member of such company, provided such member agrees
      in
      writing with to be bound by the terms of this Lock-Up Letter Agreement
      .

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Notwithstanding
      the foregoing, the undersigned’s obligations under this Lock-Up Letter Agreement
      shall be automatically released without further action on the part of the
      Company, Usunco or any party with respect to a number of Holder Securities
      as
      follows: 

    


    On
      the
      first day of each calendar month following the Closing Date (as defined in
      the
      SEA), a number of shares of the Holder Securities equal to one-twelfth (1/12)
      of
      the total Holder Securities (including any shares issuable upon the conversion
      of any convertible debt) shall be released from the provisions of this Lock-up
      Letter Agreement, regardless of whether or when they are eventually sold or
      transferred. 

     

    The
      undersigned confirms that he, she or it understands that the Company and Usunco
      will rely upon the representations set forth in this Lock-Up Letter Agreement
      in
      proceeding with the transactions contemplated by the SEA. The undersigned
      further confirms that the agreements of the undersigned are irrevocable and
      shall be binding upon the undersigned’s heirs, legal representatives, successors
      and assigns. The undersigned agrees and consents to the entry of stop transfer
      instructions with the Company’s transfer agent against the transfer of
      securities held by the undersigned except in compliance with this Lock-Up Letter
      Agreement. 

    


    This
      Lock-Up Letter Agreement will be governed by and construed in accordance with
      the laws of the State of New York, without giving effect to any choice of law
      or
      conflicting provision or rule (whether of the State of New York, or any other
      jurisdiction) that would cause the laws of any jurisdiction other than the
      State
      of New York to be applied. In furtherance of the foregoing, the internal laws
      of
      the State of New York will control the interpretation and construction of this
      Lock-Up Letter Agreement, even if under such jurisdiction's choice of law or
      conflict of law analysis, the substantive law of some other jurisdiction would
      ordinarily apply.

    


    [Signature
      Page Attached hereto]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    La
      Pergola Investments Limited

     

    
      	 	 	 	 
	By:	 	 	 
	
              
                

              

              Its:

              
                
 

            	 	 	
            


    

    


    Fountainhead
      Investments, Inc.

     

    
      	 	 	 	 
	By:	 	 	 
	
              
                

              

              Its:

              
                
 

            


    

     

    Gaha
      Ventures, LLC

    


    
      	 	 	 	 
	By:	 	 	 
	
              
                

              

              Its:

              
                
 

            


    

    
      


    G4,
      LLC

    


    
      	 	 	 	 
	By:	 	 	 
	
              
                

              

              Its:

              
                
 

            


    

    


    Fountainhead
      Capital Partners Limited

     

    
      	By:	 	 	 
	
              
                

              

              Robert
                L. B. Diener

            
	
              Its:
                attorney-in fact