EXHIBIT
      4.2

    


    January
      12, 2007

    


    Tompkins
      Capital Group

    488
      Madison Avenue,

    New
      York,
      New York 10022

    Attention:
      Mr. Mark N. Tompkins

    


    Mr.
      Tompkins:

    


    Reference
      is made to that certain Term Sheet (the “Term Sheet”), dated September 1, 2006,
      as amended on October 25, 2006 relating to a proposed business combination
      between Kreido Biofuels, Inc. (f/k/a Gemwood Productions, Inc.), a Nevada
      corporation (the “Company”) and Kreido Laboratories, a California corporation
      (“Kreido”), and a related private placement financing (the “Transactions”). In
      connection with the Transactions, the Company, Kreido, and Kreido Acquisition
      Corp., a California corporation, entered into that certain Agreement and Plan
      of
      Merger and Reorganization (the “Merger Agreement”), dated as of January 12,
      2007, pursuant to which Kreido stockholders received common stock, par value
      $0.001 per share, of the Company (the “Common Stock”) in consideration for
      shares of Kreido held by them at the effective time of the merger. In
      consideration of the Company and Kreido entering into the Transactions, and
      for
      Tompkins Capital Group to facilitate the Transactions and for other good and
      valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the undersigned hereby agrees as follows:

    


    1. The
      undersigned hereby covenants and agrees, except as provided herein, not to
      (1)
      offer, sell, contract to sell or otherwise dispose of and (2) transfer title
      to
      (a “Prohibited Sale”) any of the shares (the “Acquired Shares”) of Common Stock
      acquired by the undersigned pursuant to or in connection with the Merger
      Agreement (including as a result of shares owned as a Kreido shareholder),
      during the period commencing on the “Closing Date” (as that term is defined in
      the Term Sheet) and ending on the 12-month anniversary of the Closing Date
      (the
“Lockup Period”), without the prior written consent of the Company and Tompkins
      Capital Group (which consent shall not be unreasonably withheld).
      Notwithstanding the foregoing, the undersigned shall be permitted from time
      to
      time during the Lockup Period, without the prior written consent of the Company
      or Tompkins Capital Group, as applicable, (i) to acquire shares of Common Stock
      pursuant to the undersigned’s participation in the Company’s stock option plan,
      or (ii) to transfer all or any part of the Acquired Shares to any family member,
      for estate planning purposes or to an affiliate thereof (as such term is defined
      in Rule 405 under the Securities Act of 1933, as amended), provided that such
      transferee agrees with the Company and Tompkins Capital Group to be bound
      hereby, and in any transaction in which holders of the Common Stock of the
      Company participate or have the opportunity to participate pro rata, including,
      without limitation, a merger, consolidation or binding share exchange involving
      the Company, a disposition of the Common Stock in connection with the exercise
      of any rights, warrants or other securities distributed to the Company’s
      stockholders, or a tender or exchange offer for the Common Stock, and no
      transaction contemplated by the foregoing clauses (i) or (ii) shall be deemed
      a
      Prohibited Sale for purposes of this Letter Agreement. All shares of Common
      Stock and related warrants purchased by the undersigned pursuant to or in
      connection with the private placement financing shall not be subject to this
      Letter Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    2. This
      Letter Agreement shall be governed by and construed in accordance with the
      laws
      of the State of New York, without regard to its conflict of laws
      principles.

    


    3. This
      Letter Agreement will become a binding agreement among the undersigned as of
      the
      Closing Date. This Letter Agreement (and the agreements reflected herein) may
      be
      terminated by the mutual agreement of the Company, Tompkins Capital Group and
      the undersigned, and if not sooner terminated, will terminate upon the
      expiration date of the Lockup Period. This Letter Agreement may be duly executed
      by facsimile and in any number of counterparts, each of which shall be deemed
      an
      original, and all of which together shall be deemed to constitute one and the
      same instrument. Signature pages from separate identical counterparts may be
      combined with the same effect as if the parties signing such signature page
      had
      signed the same counterpart. This Letter Agreement may be modified or waived
      only by a separate writing signed by each of the parties hereto expressly so
      modifying or waiving such agreement.

     

    
      	 	 	 
	 	Very
              truly
              yours,
	 
 	 
 	 
 
	 	  
	 	
              
Print
              Name:
	 	
              
                

              

            


    

     

    Address:_____________________________
      

    Number
      of
      shares of Common Stock owned: __________________________________

    Certificate
      Numbers: __________________