Unassociated Document


    EXHIBIT
      4.3

     

    FORM
      OF LOCKUP AGREEMENT

    


    This
      AGREEMENT (the "Agreement") is made as of the 30th
      day of
      June, 2007, by the signatories hereto (each, a "Holder"), in connection with
      his
      ownership of shares of Alternative Construction Company, Inc., a Florida
      corporation (the "Company").

    


    NOW,
      THEREFORE, for good and valuable consideration, the sufficiency and receipt
      of
      which consideration are hereby acknowledged, Holder agrees as
      follows:

    


    1. Background.

    


    a.
       Holder
      is
      the beneficial owner of the amount of shares of the Common Stock, no par value,
      of the Company (“Common Stock”) designated on the signature page
      hereto.

    b. Holder
      acknowledges that the Company has entered into or will enter into at or about
      the date hereof Securities Purchase Agreements (the “Securities Purchase
      Agreements”), dated on or about June 30, 2007, with subscribers to up to
      $4,000,000 of the Company’s Senior Secured Convertible Debentures, Due June 30,
      2009 (“Debentures”) and accompanying Warrants (the “Subscribers”). Holder
      understands that, as a condition to proceeding with the Offering, the
      Subscribers have required, and the Company has agreed to obtain on behalf of
      the
      Subscribers an agreement from the Holder to refrain from selling any securities
      of the Company from the date of the Securities Purchase Agreement until
      Debentures issued thereunder are no longer outstanding (the "Restriction
      Period"), as further described herein (the "Restriction Period"), except as
      described below. 

    


    2. Share
      Restriction. 

    


    a. Holder
      hereby agrees that during the Restriction Period, the Holder will not sell
      or
      otherwise dispose of any shares of Common Stock or any options, warrants or
      other rights to purchase shares of Common Stock or any other security of the
      Company which Holder owns or has a right to acquire as of the date hereof,
      other
      than in connection with an offer made to all shareholders of the Company in
      connection with merger, consolidation or similar transaction involving the
      Company. Holder further agrees that the Company is authorized to and the Company
      agrees to place "stop orders" on its books to prevent any transfer of shares
      of
      Common Stock or other securities of the Company held by Holder in violation
      of
      this Agreement. The Company agrees not to allow to occur any transaction
      inconsistent with this Agreement.

    


    b. Any
      subsequent issuance to and/or acquisition by Holder of Common Stock or options
      or instruments convertible into Common Stock will be subject to the provisions
      of this Agreement.

    


    c. Notwithstanding
      the foregoing restrictions on transfer, the Holder may, at any time and from
      time to time during the Restriction Period, transfer the Common Stock (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
      Holder, 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 the Holder 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 (iv)
      at a
      price of not less than $5.00, provided that such sales specified in this item
      (iv) shall be subject to the 144-Like Volume Limitations (as defined below)
      and
      (v) with respect to ______ only, up to $200,000 in stock in connection with
      a
      bona fide “emergency” as agreed to by the Company, where examples of bona fide
“emergencies” shall include financing of education and medical costs of the
      Holder or his Immediate Family. In addition, after the one-year anniversary
      of
      the date hereof, all of the Holders, except for ______ may sell up to 20% of
      their common stock at a price of not less than $5.00, without the restrictions
      specified above.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    For
      purposes hereof, 

    


    “Immediate
      Family" means any relationship by blood, marriage or adoption, not more remote
      than first cousin, 

    


    “144-Like
      Volume Limitations” shall mean that, during any 90 day period after the date
      hereof throughout
      the Restriction Period,
      the
      Holder may not sell or transfer a number of shares of Common Stock that exceeds
      the greater of: (1) 1% of the Company’s total outstanding shares, determined as
      of the first business day of such 90 day period, or, (2) the average reported
      weekly volume in the Company’s Common Stock for the four weeks immediately
      preceding the first business day of the Sales Period.

    


    3. Miscellaneous.

    


    a. At
      any
      time, and from time to time, after the signing of this Agreement Holder will
      execute such additional instruments and take such action as may be reasonably
      requested by the Subscribers to carry out the intent and purposes of this
      Agreement.

    


    b. This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York without regard to principles of conflicts of laws. Any action
      brought by either party against the other concerning the transactions
      contemplated by this Agreement shall be brought only in the state courts of
      New
      York or in the federal courts located in the state of New York. The parties
      to
      this Agreement hereby irrevocably waive any objection to jurisdiction and venue
      of any action instituted hereunder and shall not assert any defense based on
      lack of jurisdiction or venue or based upon forum
      non conveniens.
      The
      parties executing this Agreement and other agreements referred to herein or
      delivered in connection herewith agree to submit to the in personam jurisdiction
      of such courts and hereby irrevocably waive trial by jury.
      The
      prevailing party shall be entitled to recover from the other party its
      reasonable attorney's fees and costs. In the event that any provision of this
      Agreement or any other agreement delivered in connection herewith is invalid
      or
      unenforceable under any applicable statute or rule of law, then such provision
      shall be deemed inoperative to the extent that it may conflict therewith and
      shall be deemed modified to conform with such statute or rule of law. Any such
      provision which may prove invalid or unenforceable under any law shall not
      affect the validity or enforceability of any other provision of any
      agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    c. The
      restrictions on transfer described in this Agreement are in addition to and
      cumulative with any other restrictions on transfer otherwise agreed to by the
      Holder or to which the Holder is subject to by applicable law.

    


    d. This
      Agreement shall be binding upon Holder, its legal representatives, successors
      and assigns.

    


    e. This
      Agreement may be signed and delivered by facsimile and such facsimile signed
      and
      delivered shall be enforceable.

    


    f. The
      Company agrees not to take any action or allow any act to be taken which would
      be inconsistent with this Agreement.

    


    g. This
      Agreement shall no longer apply to the Holder and the Holder shall be released
      from the restrictions contained herein ninety days after such Holder ceases
      to
      be employed by, an officer of, or a director of, the Company or any subsidiary
      of the Company.  


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, and intending to be legally bound hereby, Holder has executed
      this Agreement as of the day and year first above written.

    
      
        	 	 	 
	 	
                 
HOLDER:

              
	 	 	 
	 
  
                	 
 	  
                
 
	 	  	(Signature
                of
                Holder) 
	 	 	 
	 	 	 
	   	 	  

	 	 	(Print Name of Holder) 
	 	 	 
	 	 	 
	   	 	  

	 	 	
                Number
                  of Shares of Common Stock

                Beneficially
                  Owned and as more fully

                described
                  below if not in the form of 

                shares
                  of Common Stock

              
	 	
              
	 	
              


      

      	 	 	 
	 	
              COMPANY:

              ALTERNATIVE
                CONSTRUCTION COMPANY, INC.

            
	 
 	 
 	 
 
	 	By:  	   
	 	
              
                

              

              Michael W. Hawkins, President and CEO

               

               

            
	 	
              ADDRESS:

              


              2910
                Bush Drive

              Melbourne,
                FL 32935

              Phone:
                (321) 421-6349

              Fax:
                (321) 421-6616