LOCK-UP
      AGREEMENT

    


    August
      22, 2008

    


    Each
      Purchaser referenced below:

    


    
      	 	
              Re:

            	
              Securities
                Purchase Agreement, dated as of August 22, 2008 (the “Purchase
                Agreement”),
                between Adrenalina, a Nevada corporation (the “Company”)
                and the purchasers signatory thereto (each, a “Purchaser”
                and, collectively, the “Purchasers”)

            


    

     

    Ladies
      and Gentlemen:

     

    Defined
      terms not otherwise defined in this letter agreement (the “Letter
      Agreement”)
      shall
      have the meanings set forth in the Purchase Agreement. Pursuant to Section
      2.2(a) of the Purchase Agreement and in satisfaction of a condition of the
      Company’s obligations under the Purchase Agreement, the undersigned irrevocably
      agrees with the Company that, from the date hereof until 180 calendar days
      after
      the Effective Date (or, if the Effective Date does not occur within 180 calendar
      days of the Closing Date, then 180 calendar days after the Purchasers may first
      sell their Conversion Shares pursuant to Rule 144) (such period, the
“Restriction
      Period”),
      the
      undersigned will not offer, sell, contract to sell, hypothecate, 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 with respect
      to,
      any shares of Common Stock or Common Stock Equivalents beneficially owned,
      held
      or hereafter acquired by the undersigned (the “Securities”).
      Notwithstanding the foregoing, the undersigned may transfer the Securities
      (i)
      as a bona fide gift or gifts, or (ii) to any trust for the direct or indirect
      benefit of the undersigned or the immediate family of the undersigned, provided
      that any such transfer shall not involve a disposition for value; provided,
      however,
      this
      Letter Agreement shall be binding on all successors and assigns of the
      undersigned with respect to the Securities and any such successor or assign
      shall enter into a similar agreement for the benefit of the
      Purchasers.
      For
      purposes of this Letter Agreement, “immediate family” shall mean any
      relationship by blood, marriage or adoption, not more remote than first cousin.
      Beneficial
      ownership shall be calculated in accordance with Section 13(d) of the Exchange
      Act. In order to enforce this covenant, the Company shall impose irrevocable
      stop-transfer instructions preventing the Transfer Agent from effecting any
      actions in violation of this Letter Agreement.

    


    The
      undersigned acknowledges that the execution, delivery and performance of this
      Letter Agreement is a material inducement to each Purchaser to complete the
      transactions contemplated by the Purchase Agreement and that each Purchaser
      (which shall be a third party beneficiary of this Letter Agreement) and the
      Company shall be entitled to specific performance of the undersigned’s
      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, each Purchaser and the undersigned.
      

     

    This
      Letter Agreement shall be construed and enforced in accordance with the laws
      of
      the State of New York without regard to the principles of conflict of laws.
      Each
      party agrees that all legal proceedings concerning the interpretations,
      enforcement and defense of the transactions contemplated by this Agreement
      and
      any other Transaction Documents (whether brought against a party hereto or
      its
      respective affiliates, directors, officers, shareholders, employees or agents),
      as well as any dispute between the parties relating to the Transaction
      Documents, shall be resolved
      by binding arbitration in San Francisco, California before an arbitrator with
      experience in commercial disputes relating to securities. The arbitration shall
      be administered by JAMS pursuant to its Comprehensive Arbitration Rules and
      Procedures, or, if for any reason JAMS refuses to administer such arbitration
      or
      JAMS is no longer in business, by the American Arbitration Association (“AAA”)
      in accordance with its rules and procedures. Unless the arbitrator determines
      that there is exceptional need for additional discovery, discovery in the
      arbitration shall be limited as follows:  (1) the parties
      shall exchange non-privileged relevant documents including, without
      limitation, all documents that the parties intend to use as evidence in the
      arbitration; and (2) each party shall be entitled to take one
      deposition of seven hours duration of either an opposing party or a
      non-party. If one party fails to respond within 20 days after the other party
      mails a written list of proposed arbitrators to that party by either agreeing
      to
      one of the proposed arbitrators or suggesting 3 or more alternate arbitrators,
      the proposing party may select the arbitrator from among its initial list of
      proposed arbitrators and JAMS (or AAA if it is administering the arbitration)
      shall then appoint that arbitrator to preside over the arbitration.  If the
      parties are unable to agree on an arbitrator, the parties shall select an
      arbitrator pursuant to the rules of JAMS (or AAA if it is administering the
      arbitration).   Where reasonable, the arbitrator shall schedule the
      arbitration hearing within four (4) months after being appointed. The arbitrator
      must render a decision in writing, explaining the legal and factual basis for
      decision as to each of the principal controverted issues.  The arbitrator’s
      decision will be final and binding upon the parties.  A judgment upon any
      award may be entered in any court of competent jurisdiction. This clause shall
      not preclude the parties from seeking provisional remedies in aid of
      arbitration, such as injunctive relief, from any court of competent
      jurisdiction. Each
      party shall be responsible for advancing one-half of the costs of arbitration,
      including all JAMS (or AAA) fees; provided that, in the award, the prevailing
      party shall be entitled to recover all of its costs and expenses, including
      reasonable attorneys’ fees and costs, arbitrator fees, JAMS (or AAA) fees and
      costs, and any attorneys’ fees and costs incurred in compelling arbitration.
 The parties are not waiving, and expressly reserve, any rights they may
      have under federal securities laws, rules, and regulations, and any such rights
      shall be determined in the arbitration provided for herein. Each
      party hereby irrevocably agrees and submits to the jurisdiction of the federal
      and state courts located in the City of San Francisco, California, for any
      suit,
      action or proceeding enforcing this arbitration provision or entering judgment
      upon any arbitral award made pursuant to this arbitration provision, and
      each
      party
      hereby irrevocably waives, and agrees not to assert in any suit, action or
      proceeding, any claim that it is not personally subject to the jurisdiction
      of
      such courts, or that such suit, action or proceeding is an inconvenient venue.
      Each party hereby irrevocably waives personal service of process and consents
      to
      process being served in any such suit, action or proceeding by mailing a copy
      thereof via registered or certified mail or overnight delivery (with evidence
      of
      delivery) to such party at the address in effect for notices to it under this
      Agreement and agrees that such service shall constitute good and sufficient
      service of process and notice thereof. Nothing contained herein shall be deemed
      to limit in any way any right to serve process in any other manner permitted
      by
      law. This
      provision will be interpreted, construed and governed according to the Federal
      Arbitration Act (9 U.S.C. Sections 1 et seq.). 

     

    
      
         

      

      
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    The
      undersigned agrees and understands that this Letter Agreement does not intend
      to
      create any relationship between the undersigned and each Purchaser and that
      each
      Purchaser is 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 Agreement.

     

    By
      its
      signature below, the Transfer Agent hereby acknowledges and agrees that,
      reflecting this Letter Agreement, it has placed an irrevocable stop transfer
      instruction on all Securities beneficially owned by the undersigned until the
      end of the Restriction Period. This Letter Agreement shall be binding on
      successors and assigns of the undersigned with respect to the Securities and
      any
      such successor or assign shall enter into a similar agreement for the benefit
      of
      the Purchasers.

     

    ***
      SIGNATURE PAGE FOLLOWS***

     

    
      
         

      

      
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    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.

     

    _________________________

    
      	
              Signature

            
	
              __________________________

            
	
              Print
                Name

            
	
              __________________________

            
	
              Position
                in Company

            


    

    


    Address
      for Notice:


    
      	 
	
              __________________________________

            
	 
	
              __________________________________ 

            
	 
	
              __________________________________

            
	
              Number
                of shares of Common Stock

            


    

     

     

    
      

    

    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.

    


    
      	
              Adrenalina

            
	 
	
              By:

            	 
	
              Name:

            
	
              Title:

            


    

    


    


    Acknowledged
      and agreed to

    as
      of the
      date set forth above:

    


    
      	
              Empire
                Stock Transfer, Inc.

            
	 
	
              By:
                

            	 
	
              Name:

            
	
              Title:

            


    

     

    
      
         

      

      
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