DR. KIT TSUI

                                                             February 25, 2004

To the Purchasers signatory to that certain Securities Purchase Agreement with
Industries International, Incorporated dated as of February 25, 2004

         Re:      Lock-up Letter

Purchasers:

         Reference is made to the Securities Purchase Agreement,  dated February
25,  2004  (the   "Purchase   Agreement"),   among   Industries   International,
Incorporated   (the  "Company")  and  the  purchasers   signatory  thereto  (the
"Purchasers").  Capitalized  terms used herein but not  otherwise  defined shall
have the meaning ascribed to them in the Purchase Agreement.

         In  order  to  induce  the  Purchasers  to  enter  into  the  Purchaser
Agreement,  from the date hereof  until the 180th  calendar  day  following  the
Effective Date of the  Registration  Statement,  the undersigned will not offer,
sell,  contract  to sell,  pledge or  otherwise  dispose  of, (or enter into any
transaction  which is designed to, or might reasonably be expected to, result in
the disposition (whether by actual disposition or effective economic disposition
due to cash  settlement or otherwise) by the undersigned or any affiliate of the
undersigned  or any person in privity with the  undersigned  or any affiliate of
the undersigned), directly or indirectly, including the filing (or participation
in the filing) of a registration statement with the Commission in respect of, or
establish or increase a put equivalent  position or liquidate or decrease a call
equivalent position within the meaning of Section 16 of the Exchange Act and the
rules and regulations of the Commission  promulgated thereunder with respect to,
any  shares  of  Common  Stock  beneficially  owned or held by the  undersigned.
Beneficial ownership shall be calculated in accordance with Section 13(d) of the
Exchange  Act.  Notwithstanding  anything  herein  to  the  contrary,  in  any 3
consecutive  month period,  the undersigned  shall be permitted to take any such
action with  respect to up to a number of shares of Common  Stock equal to 1% of
the issued and outstanding  Common Stock of the Company shown in the most recent
publicly  filed report of the Company.  In order to enforce this  covenant,  the
Company  will  impose  irrevocable  stop-transfer  instructions  preventing  the
transfer agent from effecting any actions in violation of this agreement.

         The  undersigned   acknowledges   that  the  execution,   delivery  and
performance of this letter agreement is a material  inducement to the Purchasers
to complete the transaction  contemplated by the Purchase Agreement and that the
Purchasers  (which shall be third party  beneficiaries of this letter agreement)
and the Company  shall be entitled to  specific  performance  of my  obligations
hereunder.  The undersigned hereby represents that the undersigned has the power
and authority to execute,  deliver and perform this letter  agreement,  that the
undersigned  has  received   adequate   consideration   therefor  and  that  the
undersigned  will  indirectly  benefit  from  the  closing  of the  transactions
contemplated by the Purchase Agreement.

         This letter  agreement may not be amended or otherwise  modified in any
respect without the written  consent of each of the Company,  the Purchasers and
the  undersigned.  This letter  agreement  shall be  construed  and  enforced in
accordance with the laws of the State of New


<PAGE>

         York,  without  regard to the  principles  of  conflicts  of laws.  The
undersigned hereby irrevocably submit to the exclusive jurisdiction of the state
and federal  courts sitting in the City of New York,  Borough of Manhattan,  for
the adjudication of any dispute hereunder or in connection  herewith or with any
transaction  contemplated  hereby or discussed  herein,  and hereby  irrevocably
waive, and agree not to assert in any suit, action or proceeding, any claim that
it is not personally subject to the jurisdiction of any such court, or that such
suit,  action or  proceeding is improper.  The  undersigned  hereby  irrevocably
waives  personal  service of process and consents to process being served in any
such suit,  action or proceeding by receiving a copy thereof sent to the Company
at the  address in effect for  notices to it under the  Purchase  Agreement  and
agrees that such service shall constitute good and sufficient service of process
and notice thereof.  The undersigned hereby waives any right to a trial by jury.
Nothing  contained herein shall be deemed to limit in any way any right to serve
process in any manner  permitted by law. The undersigned  agrees and understands
that this  letter  does not  intend  to  create  any  relationship  between  the
undersigned  and the Purchasers and that the Purchasers are not entitled to cast
any votes on the matters herein contemplated and that no issuance or sale of the
Securities is created or intended by virtue of this letter.

         This letter agreement may be executed in two or more counterparts, all
of which when taken together may be considered one and the same agreement.

/s/ Kit Tsui
---------------------------
Signature

Kit Tsui
---------------------------
Print Name

Chairman, CEO
---------------------------
Position in Company

10,259,092
---------------------------
Number of shares of Common Stock

N/A

_____________________________________________________________________________
Number of shares of Common Stock underlying subject to warrants, options,
debentures or other convertible securities

         By signing below, the Company agrees to enforce the restrictions on
transfer set forth in this letter agreement.

                                        INDUSTRIES INTERNATIONAL, INCORPORATED


                                        By: /s/ Kit Tsui
                                           ------------------------------------
                                            Name:  Kit Tsui
                                            Title:CEO