NOVINT TECHNOLOGIES, INC.
                               LOCK-UP AGREEMENT


      THIS LOCK-UP AGREEMENT (this "Agreement"),  is made and entered into as of
January  29,  2004  by  and  among  MARVIN  MASLOW  ("Maslow"),   WALTER  AVILES
("Aviles"), TOM ANDERSON ("Anderson") and MANHATTAN SCIENTIFIC, INC., a Delaware
corporation  ("MHTX"),  on the one hand,  and  HUNTER  WORLD  MARKETS,  INC.,  a
California  corporation  ("Hunter"),  on the  other  hand.  NOVINT  TECHNOLOGIES
(DELAWARE),  INC., a Delaware  corporation  (the  "Company")  is a party to this
agreement for the sole purpose of granting the Registration  Rights set forth in
Section 2 hereof.

                                    RECITALS

A. Maslow,  Aviles,  Anderson and MHTX  (collectively,  the  "Shareholders") are
shareholders of the Company.

B. Hunter has entered into a Placement Agent Agreement,  dated November 11, 2003
(the "Placement  Agent  Agreement"),  with the Company  pursuant to which Hunter
will serve as placement  agent for the Company in its sale and issuance of up to
5,000,000 shares of its common stock (the "Financing").

C. The Company has agreed to grant piggy back  registration  rights to MHTX with
respect  to 500,000  shares of common  stock of the  Company  owned by MHTX (the
"Registered MHTX Shares") as consideration for being a party to this Agreement.

D. In order to induce Hunter to enter into the Placement  Agent  Agreement  with
the Company, the Shareholders have agreed to the lock-up provisions relating to:
(i) all of the shares of the common stock of the Company  owned,  as of the date
of this Agreement, by Anderson, Aviles and Maslow; and (ii) all of the shares of
the common  stock of the Company  owned,  as of the date of this  Agreement,  by
MHTX, other than 300,000 shares of the Registered MHTX Shares (collectively, the
"Locked Up Shares"), as set forth in this Agreement.

      NOW,  THEREFORE,  in  consideration  of the mutual  promises and covenants
herein contained, and other valuable consideration,  the receipt and sufficiency
of which are hereby acknowledged, the Parties agree as follows:

                                   AGREEMENT

1.  Lock-Up.  For a period of 12 months  following the first day on which shares
of the  Company's  common  stock is quoted or  listed on a Trading  Market  (the
"Lock-Up  Period"),  and only with respect to the Locked Up Shares,  each of the
Shareholders  shall  not make a  Transfer  of the  Locked  Up  Shares;  provided
however,  MHTX may: Transfer up to an additional  200,000 Registered MHTX Shares
if the average daily price, as quoted or listed on any Trading Market for shares
of the  Company's  common stock  measured over any 10  consecutive  Trading Days
during the Lock-Up Period meets or exceeds $2.00 per share with an average daily
trading  volume of at least 10,000  shares  during such 10  consecutive  Trading
Days. "Transfer" shall mean transfer, sell, assign, pledge,  hypothecate,  give,
create a  security  interest  in or lien on,  place  in trust  (voting  trust or
otherwise),  or in any other way encumber or dispose of,  directly or indirectly
and whether or not  voluntarily,  without the express prior  written  consent of
Hunter; provided,  however, a Transfer shall not include private sales of shares
of the Company's common stock and the recipient of such shares is subject to the
holding  periods  set forth in SEC Rule 144.  "Trading  Day" shall mean a day on
which the  Company's  common  stock is  quoted  or  listed on a Trading  Market.
"Trading Market" means the following markets or exchanges on which the Company's
common  stock is listed or quoted for trading on the date in  question:  the OTC
Bulletin Board, the Pink Sheets, the American Stock Exchange, the New York Stock
Exchange, the Nasdaq National Market or the Nasdaq SmallCap Market.

<PAGE>

2.  Registration  Rights.  If the Company at any time proposes for any reason to
register  its  restricted  common  stock under the  Securities  Act of 1933,  as
amended (the "Act")  (other than on Form S-4 or Form S-8  promulgated  under the
Act or any successor forms thereto),  it shall include in such  registration all
of the Registered MHTX Shares on the same terms and conditions as the securities
otherwise being registered in such registration.

3.  Injunctive  Relief.  The Parties  agree that a breach of this  Agreement may
cause Hunter  irreparable harm for which monetary  damages are not adequate.  In
addition to all other available  legal remedies,  Hunter shall have the right to
injunctive relief to enforce this Agreement.

4.  Other Restrictions.

      (a)  Legends.  In addition to any other  legends  required to be placed on
each  outstanding  certificate  representing  the Locked Up Shares,  each of the
Shareholders  hereby agrees that each outstanding  certificate  representing the
Locked Up Shares  during  the  Restricted  Period  shall  bear a legend  reading
substantially as follows:

          "THE SECURITIES  REPRESENTED BY THIS CERTIFICATE ARE SUBJECT
          TO  THE  TERMS  AND   CONDITIONS  SET  FORTH  IN  A  LOCK-UP
          AGREEMENT, DATED AS OF JANUARY 29, 2004, COPIES OF WHICH MAY
          BE  OBTAINED  FROM THE  ISSUER  OR FROM THE  HOLDER  OF THIS
          SECURITY. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE
          BOOKS  OF THE  ISSUER  UNLESS  ACCOMPANIED  BY  EVIDENCE  OF
          COMPLIANCE WITH THE TERMS OF SUCH AGREEMENT."

      (b) Termination of Restrictive  Legends.  The restrictions  referred to in
Section  3(a) shall cease and  terminate  at the end of the  Restricted  Period.
Whenever such restrictions shall cease and terminate as to any Locked Up Shares,
the  Shareholder  holding  such shares  shall be  entitled  to receive  from the
Company,  in exchange  for such  legended  certificates,  without  expense,  new
certificates  for a like  number of Locked Up Shares not  bearing the legend set
forth in Section 4(a).

      (c) Copy of Agreement.  A copy of this  Agreement  shall be filed with the
corporate  secretary  of the  Company  and shall be kept with the records of the
Company and shall be made  available for inspection by any  shareholders  of the
Company.

      (d) Recordation.  The Company shall not record upon its books any Transfer
to any person except Transfers in accordance with this Agreement.

5.  Specific  Performance.  The Shareholders  acknowledge that there would be no
adequate  remedy  at  law  if  any  Shareholder  fails  to  perform  any  of its
obligations  hereunder,  and accordingly agree that the Company,  in addition to
any  other  remedy to which it may be  entitled  at law or in  equity,  shall be
entitled to compel  specific  performance of the  obligations of any Shareholder
under  this  Agreement  in  accordance  with the  terms and  conditions  of this
Agreement.  Any  remedy  under this  Section 5 is  subject to certain  equitable
defenses  and to the  discretion  of the  court  before  which  any  proceedings
therefor may be brought.

<PAGE>

6.  Notices. All notices,  statements,  instructions or other documents required
to be given hereunder  shall be in writing and shall be given either  personally
or by mailing the same in a sealed envelope,  first-class mail,  postage prepaid
and either certified or registered,  return receipt  requested,  or by telecopy,
and shall be  addressed  to the Company at its  principal  offices and to one or
more Shareholders at the respective  addresses  furnished to the Company by such
Shareholders.

7.  Successors and Assigns. This Agreement shall be binding upon and shall inure
to the benefit of the parties and their respective successors and assigns.

8.  Recapitalizations  and Exchanges  Affecting  Shares.  The provisions of this
Agreement  shall apply,  to the full extent set forth herein with respect to the
Shares,  to any and all  shares of  capital  stock or equity  securities  of the
Company  which may be issued by  reason  of any  stock  dividend,  stock  split,
reverse  stock  split,   combination,   recapitalization,   reclassification  or
otherwise.

9.  Governing  Law.  This  Agreement  shall  be  governed  by and  construed  in
accordance  with the laws of the State of  California as applied to contracts to
be performed in California.

10.  Waiver of Trial by Jury.  ANY RIGHT TO TRIAL BY JURY  WITH  RESPECT  TO ANY
CLAIM OR ACTION  ARISING  OUT OF THIS  AGREEMENT  OR IN  CONNECTION  HEREWITH IS
HEREBY WAIVED.

11.  Descriptive  Headings,   Etc.  The  headings  in  this  Agreement  are  for
convenience  of  reference  only and  shall not limit or  otherwise  affect  the
meaning  of  terms  contained  herein.  Unless  the  context  of this  Agreement
otherwise requires,  references to "hereof," "herein," "hereby," "hereunder" and
similar terms shall refer to this entire Agreement.

12.  Amendment.  This Agreement may not be amended or supplemented  except by an
instrument in writing signed by each of the parties hereto.

13.  Severability.  If  any term or  provision  of this  Agreement  shall to any
extent be invalid or unenforceable, the remainder of this Agreement shall not be
affected  thereby,  and each term and provision of this Agreement shall be valid
and enforceable to the fullest extent permitted by law.

14.  Complete  Agreement;  Counterparts.  This Agreement  constitutes the entire
agreement and supersedes all other agreements and  understandings,  both written
and oral,  among the parties or any of them,  with respect to the subject matter
hereof.  This Agreement may be executed by any one or more of the parties hereto
in any number of counterparts,  each of which shall be deemed to be an original,
but all such counterparts shall together constitute one and the same instrument.

                                       ************

<PAGE>

IN WITNESS  WHEREOF,  the parties  have  executed  this  Agreement  on the above
written date.



                              HUNTER WORLD MARKET, INC.


                              By:_________________________________
                              Name:
                              Title:


                              MANHATTAN SCIENTIFICS, INC.


                              By:_________________________________
                              Name:
                              Title:


                              ___________________________________
                              MARVIN MASLOW



                              ___________________________________
                              WALTER AVILES



                              ___________________________________
                              TOM ANDERSON


                              NOVINT TECHNOLOGIES, INC.


                              By:_________________________________
                              Name:
                              Title: