LOCK-UP
      AGREEMENT

     

    May
      __,
      2007

     

    Ladies
      and Gentlemen:

     

    The
      undersigned is a director, executive officer or beneficial owner of shares
      of
      capital stock, or securities convertible into or exercisable or exchangeable
      for
      the capital stock (each, a “Company
      Security”)
      of
      Microwave Satellite Technologies, Inc., a New Jersey corporation (the
“Company”).
      The
      undersigned understands that the Company will merge with a wholly-owned
      subsidiary of a publicly traded company (the “Parent”),
      concurrently with a private placement by the Parent of up to 156 units (the
      “Units”)
      of the
      Parent, each Unit consisting of 46,620 shares of common stock, par value $0.001
      per share, of the Parent and a detachable transferable warrant to purchase
      23,310 shares of common stock of the Parent at an exercise price of $1.00 per
      share (the “Funding
      Transaction”).
      The
      undersigned also understands that WFG Investments, Inc., Ardent Advisors and
      Palladium Capital Advisors, LLC have acted as placement agents with respect
      to
      the Funding Transaction (the “Placement
      Agents”).
      The
      undersigned understands that the Company, the Parent and the Placement Agents
      will proceed with the Funding Transaction in reliance on this
      agreement.

     

    In
      recognition of the benefit that the Funding Transaction will confer upon the
      undersigned, and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the undersigned agrees, for the
      benefit of the Company, the Parent, the Placement Agents and each investor
      in
      the Funding Transaction, that, during the period beginning on the initial
      closing of the Funding Transaction (the “Closing
      Date”)
      and
      ending twelve (12) months after such date, the undersigned will not, without
      the
      prior written consent of the Placement Agents, directly or indirectly, (i)
      offer, sell, offer to sell, contract to sell, hedge, pledge, sell any option
      or
      contract to purchase, purchase any option or contract to sell, grant any option,
      right or warrant to purchase or sell (or announce any offer, sale, offer of
      sale, contract of sale, hedge, pledge, sale of any option or contract to
      purchase, purchase of any option or contract of sale, grant of any option,
      right
      or warrant to purchase or other sale or disposition), or otherwise transfer
      or
      dispose of (or enter into any transaction or device that is designed to, or
      could be expected to, result in the disposition by any person at any time in
      the
      future), any Company Security or securities of the Parent into or for which
      a
      Company Security may be converted, exercised or exchanged, whether by operation
      of law or otherwise (each, a “Parent
      Security”),
      beneficially owned, within the meaning of Rule 13d-3 under the Securities
      Exchange Act of 1934, as amended (the “Exchange
      Act”),
      by
      the undersigned on the date hereof or hereafter acquired or (ii) enter into
      any
      swap or other agreement or any transaction that transfers, in whole or in part,
      directly or indirectly, the economic consequence of ownership of any Company
      Security or Parent Security, whether any such swap or transaction described
      in
      clause (i) or (ii) above is to be settled by delivery of any Company Security
      or
      Parent Security.

     

    The
      undersigned further agrees that the undersigned will not for so long as the
      lock-up in the immediately preceding paragraph shall be in effect, without
      the
      prior written consent of the Parent and the managing underwriter (if a managing
      or lead underwriter is appointed), during the period commencing on the date
      of
      the final prospectus relating to the initial underwritten public offering of
      the
      Parent and ending on the date specified by the Parent and the managing
      underwriter (such period not to exceed one hundred eighty (180) calendar days)
      (i) lend, offer, pledge, sell, contract to sell, sell any option or contract
      to
      purchase, purchase any option or contract to sell, grant any option, right
      or
      warrant to purchase, or otherwise transfer or dispose of, directly or
      indirectly, any securities of the Parent, including (without limitation) shares
      of common stock of Parent or any securities convertible into or exercisable
      or
      exchangeable for shares of Parent common stock (whether now owned or hereafter
      acquired) or (ii) enter into any swap or other arrangement that transfers to
      another, in whole or in part, any of the economic consequences of ownership
      of
      any securities of the Parent, including (without limitation) shares of Parent
      common stock or any securities convertible into or exercisable or exchangeable
      for shares of Parent common stock (whether now owned or hereafter acquired),
      whether any such transaction described in clause (i) or (ii) above is to be
      settled by delivery of securities, in cash or otherwise. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    In
      furtherance of the foregoing, the Company, the Parent and the transfer agent
      of
      each are hereby authorized to decline to make any transfer of any Company
      Security or Parent Security if such transfer would constitute a violation or
      breach of this agreement.

     

    Notwithstanding
      the foregoing, the undersigned (and any transferee of the undersigned) may
      transfer any shares of a Company Security or a Parent Security (i) as a bona
      fide gift or gifts, provided that prior to such transfer the donee or donees
      thereof agree in writing to be bound by the restrictions set forth herein,
      (ii) to any trust, partnership, corporation or other entity formed for the
      direct or indirect benefit of the undersigned or the immediate family of the
      undersigned, provided that prior to such transfer a duly authorized officer,
      representative or trustee of such transferee agrees in writing to be bound
      by
      the restrictions set forth herein, and provided further that any such transfer
      shall not involve a disposition for value, (iii) to non-profit organizations
      qualified as charitable organizations under Section 501(c)(3) of the Internal
      Revenue Code of 1986, as amended, or (iv) if such transfer occurs by
      operation of law, such as rules of descent and distribution, statutes governing
      the effects of a merger or a qualified domestic order, provided that prior
      to
      such transfer the transferee executes an agreement stating that the transferee
      is receiving and holding any Company Security or Parent Security subject to
      the
      provisions of this agreement. For purposes hereof, “immediate family” shall mean
      any relationship by blood, marriage or adoption, not more remote than first
      cousin. In addition, the foregoing shall not prohibit privately negotiated
      transactions, provided the transferees agree, in writing, to be bound to the
      terms of the lock-up agreements for the balance of the lock-up period.


     

    
      
         

      

      
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    The
      undersigned hereby represents and warrants that the undersigned has full power
      and authority to enter into this agreement and that, upon request, the
      undersigned will execute any additional documents necessary or desirable in
      connection with the enforcement hereof. Any obligations of the undersigned
      shall
      be binding upon the heirs, personal representatives, successors and assigns
      of
      the undersigned.

     

    Very
      truly yours,

     

    Signature:
      _______________________________

     

    Print
      Name: _________________

     

    Date:
      May
      ___, 2007

     

    
      
         

      

      
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