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                                                                   EXHIBIT 10.24


                               September 26, 2005

KeyBanc Capital Markets
As Representative of the Co-Placement Agents
127 Public Square
Cleveland, Ohio 44114


Ladies and Gentlemen:

     This letter is being delivered to KeyBanc Capital Markets, a division of
McDonald Investments Inc., it its capacity as placement agent and on behalf of
Sanders Morris Harris, Inc. (the "Placement Agent") of BPI Industries Inc., a
British Columbia corporation (the "Company"), in connection with the offer and
sale by the Company of shares of its common stock, no par value (the "Common
Stock"), to various investors (the "Investors") pursuant to a stock purchase
agreement (the "Agreement") dated September 20, 2005.

     In order to induce each Investor to enter into an Agreement for the
purchase of shares of Common Stock of the Company, the undersigned agrees not
to, directly or indirectly, sell, offer to sell, solicit offers to buy, dispose
of, loan, pledge or grant any right with respect to (collectively, a
"Disposition"), shares of Common Stock of the Company, or any securities
convertible into or exercisable or exchangeable for shares of Common Stock of
the Company, nor will the undersigned engage in any hedging or other transaction
which is designed to or could reasonably be expected to lead to or result in a
Disposition of shares of Common Stock of the Company, or any securities
convertible into or exercisable or exchangeable for, shares of Common Stock of
the Company, by the undersigned or any other person or entity or any other
derivative security transaction the purpose or effect of which is to hedge or
transfer to a third party all or any part of the risk of loss associated with
the ownership of shares of Common Stock of the Company by the undersigned, in
each case until the date on which the Registration Statement (as defined in the
Agreement) is declared effective by the Securities and Exchange Commission;
provided, however, the undersigned may sell, dispose of, loan, pledge,
hypothecate or otherwise transfer shares of Common Stock to the extent necessary
to pay the exercise price for, and all taxes incurred in connection with, the
exercise of any options or warrants that would otherwise expire during the
period until the Registration Statement is declared effective by the Securities
and Exchange Commission. Such prohibited hedging or other transactions include,
without limitation, effecting any short sale or equity swap transaction or
having in effect any short position (whether or not such sale or position is
against the box and regardless of when such position was entered into) or any
purchase, sale or grant of any right (including, without limitation, any put or
call option) with respect to shares of Common Stock of the Company, or any
securities convertible into or exercisable or exchangeable for shares of Common
Stock of the Company.

     The undersigned acknowledges that each Investor is relying on the
agreements contained in this letter in determining to enter into an Agreement to
purchase shares of Common Stock of the Company.


                                        Very truly yours,


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