LOCK
      UP AGREEMENT

    


    THIS
      LOCK UP AGREEMENT is
      made
      as of the 15th
      day of
      January, 2008

    


    AMONG:


    THERETIREMENTSOLUTION.COM,
      INC.,
      a
      corporation formed pursuant to the laws of the State of Nevada and having an
      office for business located at 110 William Street, 22nd
      Floor,
      New York, New York 10038 (“Company”)

    


    AND:

    ROMEL
      ENTERPRISES, INC.,
      a
      corporation formed pursuant to the laws of the State of Utah and having an
      address at 125 East Main Street, Suite 121, American Fork, Utah 84030 (“Romel”);


    


    AND:

    TYVAN
      ENTERPRISES, INC.,
      a
      corporation formed pursuant to the laws of the State of Utah and having an
      address at 125 East Main Street, Suite 121, American Fork, Utah 84030
      (“Tyvan”);

    


    AND:

    BADACO,
      INC.,
      a
      corporation formed pursuant to the laws of the State of Utah and having an
      address at 125 East Main Street, Suite 121, American Fork, Utah 84030
      (“Badaco”); 

    


    AND:

    LUCASA,
      LLC,
      a
      limited liability company formed pursuant to the laws of the State of Utah
      and
      having an address at 265 North 20 West, Pleasant Grove, Utah 84062 (“Lucasa”);


    


     AND:

    KAYS
      CREEK CAPITAL MANAGEMENT, LLC,
      a
      limited liability company formed pursuant to the laws of the State of Utah
      and
      having an address at 1836 West Phillips Street, Kaysville, Utah 84037 (“Kays”);


    


    AND:

    JOHN
      E. ROBINSON,
      an
      individual having an address at 1316 E. 150 S., Springville, Utah 84663
      (“Robinson” and together with Romel, Tyvan, Badaco, Lucasa and Kays, the
“Principals”).

    


    WHEREAS:

    


    A. Company
      is a reporting company whose common stock is traded on the Over the Counter
      Bulletin Board;

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    B. Pursuant
      to the terms of a Membership Interest Purchase Agreement, dated as of the date
      hereof (the “Purchase Agreement”) among Company, Boya Systems, LLC, Lucasa, Kays
      and Investment
      Tools and Training, LLC,
      the
      Principals were issued shares of Company common stock (the “Purchase Shares”)
      and debentures convertible into shares of Company common stock (the “Debenture
      Shares”);

    


    C. The
      Purchase Shares, together with any securities received in replacement of such
      shares or as stock dividends or splits on the Purchase Shares, all securities
      received in replacement of the Purchase Shares in a recapitalization, merger,
      reorganization, exchange or the like, and all new, substituted or additional
      securities or other properties to which the Principal is entitled by reason
      of
      Purchaser’s ownership of the Purchase Shares, but specifically excluding any
      shares of Company common stock acquired by Principals on the open market or
      any
      Debenture Shares, are referred to collectively herein as the “Company
      Shares;”

    


    D. As
      an
      inducement to enter into the Purchase Agreement, the Principals have agreed
      to
      limit the sales of Company Shares in accordance with the terms
      hereof.

    


    NOW
      THEREFORE THIS AGREEMENT WITNESSETH THAT in
      consideration of the premises and the mutual covenants, agreements,
      representations and warranties contained herein, and other good and valuable
      consideration, the receipt and sufficiency of which is hereby acknowledged,
      the
      parties hereto hereby agree as follows:

    


    ARTICLE
      1

    SHARE
      RESTRICTION

    


    1.1 The
      Principals hereby agree that they will not, directly or indirectly, without
      the
      prior written consent of Company,
      issue,
      offer, agree or offer to sell, sell, grant an option for the purchase or sale
      of, transfer, pledge, assign, hypothecate, distribute or otherwise encumber
      or
      dispose of any Company
      Shares; provided, however, notwithstanding the foregoing restrictions on
      transfer:

    


    (a)
      for
      the period commencing on the six month anniversary of the date hereof until
      the
      one year anniversary of the date hereof, the Principals
      may
      transfer up to an aggregate of 12.5% of their respective Company
      Shares;

    


    (b)
      for
      the period commencing on the one year anniversary of the date hereof until
      the
      two anniversary of the date hereof, the Principals
      may
      transfer up to an aggregate of 25% of their respective Company
      Shares;

    


    (c)
      for
      the period commencing on the two year anniversary of the date hereof until
      the
      three year anniversary of the date hereof, the Principals
      may
      transfer up to an aggregate of 50% of their respective Company
      Shares;

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (d)
      for
      the period commencing on the three year anniversary of the date hereof until
      the
      four year anniversary of the date hereof, the Principals
      may
      transfer up to an aggregate of 75% of their respective Company Shares;
      and

    


    (e)
      upon
      the four year anniversary of the date hereof, the restrictions set forth in
      this
      Section 1.1 shall automatically terminate.

    


    1.2 In
      order
      to ensure the Principals compliance with the provisions of Section 1.1, the
      Principals agree to only sell their Company Shares through American Capital
      Partners, LLC, as agent for the respective Principals, shall execute the
      agreements with American Capital Partners, LLC, as annexed hereto as Exhibit
      A,
      for such and shall deliver the Purchase Shares to American Capital Partners,
      LLC
      upon the closing of the Purchase Agreement. In the event that American Capital
      Partners, LLC is unavailable to act as agent for the Principals in accordance
      with this Section 1.2, the Principals agree to use such other investment banking
      firm as may be approved by the Company.

    


    1.3 Any
      subsequent issuance to and/or acquisition of shares or the right to acquire
      shares by the Principals, with
      the
      exception of shares acquired by Principals on the open market or any Debenture
      Shares,
      will be
      subject to the provisions of this Agreement.

    


    1.4 Notwithstanding
      the foregoing restrictions on transfer, the Principals may, at any time and
      from
      time to time during the term hereof, transfer all or part of the Company Shares
      (i) as bona fide gifts or transfers by will or intestacy, (ii) to any trust
      for
      the direct or indirect benefit of the undersigned or the immediate family of
      the
      Principals, provided that any such transfer shall not involve a disposition
      for
      value, (iii) to a partnership which is the general partner of a partnership
      of
      which such Principal is a general partner, provided, that, in the case of any
      gift or transfer described in clauses (i), (ii) or (iii), each donee or
      transferee agrees in writing to be bound by the terms and conditions contained
      herein in the same manner as such terms and conditions apply to the undersigned.
      For purposes hereof, "immediate family" means any relationship by blood,
      marriage or adoption, not more remote than first cousin.

    


    ARTICLE
      2

    GENERAL
      PROVISIONS

     

    Notice

    


    2.1 Any
      notice required or permitted to be given by any party will be deemed to be
      given
      when in writing and delivered to the address for notice of the intended
      recipient by personal delivery, prepaid single certified or registered mail,
      or
      facsimile. Any notice delivered by mail shall be deemed to have been received
      on
      the fourth business day after and excluding the date of mailing, except in
      the
      event of a disruption in regular postal service in which event such notice
      shall
      be deemed to be delivered on the actual date of receipt. Any notice delivered
      personally or by facsimile shall be deemed to have been received on the actual
      date of delivery.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Further
      Assurances

    


    2.2 Each
      of
      the parties will execute and deliver such further and other documents and do
      and
      perform such further and other acts as any other party may reasonably require
      to
      carry out and give effect to the terms and intention of this
      Agreement.

    


    Entire
      Agreement

    


    2.3 The
      provisions contained herein constitute the entire agreement among Company and
      the Principals respecting the subject matter hereof and supersede all previous
      communications, representations and agreements, whether verbal or written,
      among
      Company and the Principals with respect to the subject matter
      hereof.

    


    Inurement

    


    2.4 This
      Agreement will inure to the benefit of and be binding upon the parties hereto
      and their respective heirs, executors, administrators, successors and permitted
      assigns.

    


    Assignment

    


    2.5 This
      Agreement is not assignable without the prior written consent of the parties
      hereto.

    


    Counterparts

    


    2.6 This
      Agreement may be executed in counterparts, each of which when executed by any
      party will be deemed to be an original and all of which counterparts will
      together constitute one and the same Agreement. Delivery of executed copies
      of
      this Agreement by facsimile will constitute proper delivery, provided that
      originally executed counterparts are delivered to the parties within a
      reasonable time thereafter.

    


    Applicable
      Law

    


    2.7
      This
      Agreement is subject to the laws of the State of New
      York.


    


    [Remainder
      of page intentionally left blank.]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF the
      parties have executed this Agreement effective as of the day and year first
      above written.

    


    
      	
              THERETIREMENTSOLUTION.COM,
                INC.

            
	 
	
              By:

            	
              /s/
                Nicholas S. Maturo

            	
            
	 	
              Name:
                Nicholas S. Maturo

            
	 	
              Title:
                Chief Executive Officer

            
	 	 
	
              ROMEL
                ENTERPRISES, INC.

            
	 	 
	
              By:

            	
              /s/
                Robert Oldham

            	
            
	 	
              Name:
                Robert Oldham

            
	 	
              Title:
                President

            
	 	 
	
              TYVAN
                ENTERPRISES, INC.

            
	 	 
	
              By:

            	
              /s/
                Rhett Andersen

            	
            
	 	
              Name:
                Rhett Andersen

            
	 	
              Title:
                President

            
	 	 
	
              BADACO,
                INC.

            
	 	 
	
              By:

            	
              /s/
                Bart D. Coon

            	
            
	 	
              Name:
                Bart D. Coon

            
	 	
              Title:
                President

            
	 	 
	
              KAYS
                CREEK CAPITAL MANAGMENT, LLC

            
	 	 
	
              By:

            	
              /s/
                Ryan Smith

            	
            
	 	
              Name:
                Ryan Smith

            
	 	
              Title:
                Manager

            
	 	 
	
              LUCASA,
                LLC

            
	 	 
	
              By:

            	
              /s/
                Shawn Lucas

            	
            
	 	
              Name:
                Shawn Lucas

            
	 	
              Title:
                Manager

            
	 	 
	
              /s/
                John E. Robinson

            	
            
	
              JOHN
                E. ROBINSON