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                                                                   Exhibit 10.13

                                LOCK-UP AGREEMENT





                                                                    July 5, 2000



Industrialex Manufacturing Corp.                      Thomson Kernaghan & Co.
63 South Pratt Parkway                                365 Bay Street
Longmont, Colorado                                    9th Floor
80501                                                 Toronto, Ontario  M5H 2V2

Attn:  Ahmad Akrami

Dear Sirs:

Re:      Industrialex Manufacturing Corp.

The undersigned shareholder (the "Shareholder") of Industrialex Manufacturing
Corp. (the "Company") acknowledges that it is the registered owner of 4,000,000
shares (the "Shares") in the common stock of the Company.

The Company has represented that it intends to make an initial public offering
(the "IPO") of its common stock on the Canadian Venture Exchange ("CDNX")
through Thomson, Kernaghan & Co. Limited (the "Agent"). Further to negotiations
among the Company, the Agent and the Shareholder, the Shareholder has agreed to
enter into a lock-up agreement with respect to the Shares, to be effective as at
the effective date of the IPO.

In that regard, the Shareholder hereby represents and agrees as follows:

1.       The Shareholder hereby agrees that:

         (a)    with respect to 2,000,000 of the Shares (the "First Lock-up
                Shares"), he will not, except as provided below, directly or
                indirectly sell, offer to sell, pledge or otherwise dispose of
                the First Lock-up Shares until that date which is twelve months
                after the completion of the IPO;

         (b)    with respect to the balance of the Shares (the "Second Lock-up
                Shares"), he will not, except as provided below, directly or
                indirectly sell, offer to sell, contract to sell, pledge or
                otherwise dispose of the Second Lock-up Shares until 15 months
                after the completion of the IPO.


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2.       Notwithstanding any restriction contained in this agreement to the
         contrary, the Shareholder may sell or otherwise transfer the Shares by
         gift to a donee who agrees to hold the transferred securities subject
         to the restrictions contained in this agreement.

3.       The Shareholder confirms that his agreement is irrevocable and shall be
         binding upon his heirs, personal representatives, successors and
         assigns. The Shareholder also hereby agrees and consents to the entry
         of stop transfer instructions with the Company's transfer agent and
         registrar against the transfer of the Shares, except in compliance with
         the restrictions described in Sections 1 and 2 hereof, and the
         placement of a legend describing the foregoing instructions on the
         certificates representing the Shares.

The undersigned understands that the Company and the Agent will proceed with the
IPO in reliance upon the Shareholder's agreements contained herein.



                                               Yours very truly,



                                               /s/ Ahmad Akrami
                                               ----------------------
                                               Ahmad Akrami



ACKNOWLEDGED AND AGREED:

INDUSTRIALEX MANUFACTURING CORP.

By:      /s/ Thomas Tennessen
   ------------------------------------
Name:    Tom Tennessen
Title:   Secretary and Director






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