Unassociated Document


     

    
      EXHIBIT
        4.1

    

    

      LOCK-UP
        AGREEMENT FOR CERTAIN 

      ISORAY
        MEDICAL INC. SHAREHOLDERS

      


      


      This
        Lock-Up Agreement (the “Agreement”) is between IsoRay Medical Inc. (“IsoRay”)
        and the undersigned Shareholders of IsoRay. 

      


      Whereas
        IsoRay
        has entered into a Merger Agreement dated May 27, 2005 with Century Park
        Pictures Corp., a Minnesota corporation (“Century Park”), Century Park
        Transitory Subsidiary, Inc., a Delaware corporation, and certain shareholders;
        and 

      


      Whereas
        the
        Merger Agreement requires as a condition of Century Park’s obligation to close
        that the IsoRay officers and directors execute agreements not to sell the
        Century Park shares they will receive (the “Century Park Shares”) into the
        public market, therefore

      


      In
        Consideration of
        the
        Century Park Shares to be received by the Shareholders upon the closing of
        the
        merger, IsoRay and its undersigned Shareholders, with respect to the Century
        Park Shares to be received by the Shareholders,

      


      Agree
        As Follows:

       

      1.  The
        undersigned Shareholders agree not to sell their Century Park Shares in the
        public market for a period of one year from the effective date of the merger.
        

      


      2.  This
        Agreement does not prohibit the sale of the shares which are the subject
        of this
        Agreement from being sold in private transactions pursuant to Section 4(1)
        of
        the Securities Act so long as the transferee agrees to abide by the remaining
        term of this Agreement. In all such transactions compliance with the terms
        of
        this Agreement must be established to the satisfaction of Century Park.


      


      3.  Stop
        transfer instructions will be issued to the stock transfer agent for all
        shares
        which are the subject of this Agreement. All certificates representing ownership
        of shares with are the subject of this Agreement will bear the following
        legend:


      


      “Any
        sale
        or transfer of the shares represented by this certificate is subject to a
        Lock-Up Agreement between the Company and the shareholder. Any sale or transfer
        of the shares represented by this certificate must be in accordance with
        the
        terms of the Agreement and compliance with the terms of the Agreement must
        be
        established to the satisfaction of the Company.”

      


      The
        undersigned Shareholders agree that the number of Century Park Shares subject
        to
        this Agreement and certificate numbers thereof will be added to Exhibit A
        immediately after the closing of the merger.

      


      This
        Agreement may be executed in counter parts and faxed signatures shall be
        accepted as original signatures.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      SIGNATURES

       

      
        	IsoRay Medical, Inc.
                	 	 	 
	 	 	 	 
	By	 	 	 
	
                
    Roger
                Girard,
                CEO	 	 	
                
    Date


      

      


       

      
        	SHAREHOLDERS:	 	 	 
	 	 	 	 
	 	 	 	 
	
                
    Roger
                Girard,
                CEO, Chairman, President	 	 	
                
    Date


      

       

      


      
        	 	 	 	 
	 	 	 	 
	
                
    John
                Hrobsky,
                Executive VP-Sales & Marketing	 	 	
                
    Date


      

       

      


      
        	 	 	 	 
	 	 	 	 
	
                
    Michael
                Dunlop,
                CFO 	 	 	
                
    Date


      

       

      


      
        	 	 	 	 
	 	 	 	 
	
                
                  
    David
                  J.
                  Swanberg, VP-Manufacturing &
                  Production, Secretary, Treasurer, Director

              	 	 	
                
    Date


      

       

       

      
        
          	 	 	 	 
	 	 	 	 
	
                  
    Donald
                  R.
                  Segna, VP-Strategic Planning Director	 	 	
                  
    Date


        



       

      
        
          	 	 	 	 
	 	 	 	 
	
                  
    Scott
                  Hutchinson, VP-Finance	 	 	
                  
    Date


        

 

        
          	 	 	 	 
	 	 	 	 
	
                  
    Clifford
                  Aaron,
                  VP-International Finance	 	 	
                  
    Date


        

      

      


      


         

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

       

      
        
          	 	 	 	 
	 	 	 	 
	
                  
    James
                  Madsen,
                  Project Manager, Director	 	 	
                  
    Date


        



      
        
          	 	 	 	 
	 	 	 	 
	
                  
    Garrett
                  N.
                  Brown, Chief Technology Officer	 	 	
                  
    Date
                  


        



       

      
        
          	 	 	 	 
	 	 	 	 
	
                  
    Keith
                  Welsch,
                  Chief Quality Officer	 	 	
                  
    Date


        



      


      
        	 	 	 	 
	 	 	 	 
	
                
    Lane
                A. Bray,
                Chief Chemist	 	 	
                
    Date


      

      


      


      
        
          	 	 	 	 
	 	 	 	 
	
                  
    Vincent
                  Low,
                  Director	 	 	
                  
    Date


        
  

        

      
        	 	 	 	 
	 	 	 	 
	
                
    Karen
                Thompson,
                Director	 	 	
                
    Date
                


      

       

      


      
        
          	 	 	 	 
	 	 	 	 
	
                  
    Patrick
                  Kennedy, Director	 	 	
                  
    Date


        



        

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      AGREEMENT
        TO STAND ASIDE FROM THE PUBLIC MARKET

      EXHIBIT
        A

      


      


      
        	 	 	
                IsoRay
                  Shares Subject 

              	 	
                Century
                  Park Shares Subject 

              	 
	
                Shareholder
                  :

              	 	
                to
                  the Agreement 

              	 	
                to
                  the Agreement 

              	 
	
                 

              	 	 	
                Cert.
                  #

              	 	 	
                Shares
                  

              	 	 	
                Cert.
                  # 

              	 	 	
                Shares
                  

              	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 


      

      


      


      
        
          
          

        

        
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