LOCK-UP AGREEMENT

LOCK-UP AGREEMENT

THIS LOCK-UP AGREEMENT (the "Lock-up Agreement") is entered into effective as of January 31, 2007, by and between Gary Lee Jorvorsky (the "Shareholder"), a shareholder of Smart Kids Group, Inc., a Florida corporation (the ("Company"), and the Company;

WHEREAS, Shareholder beneficially owns 4,400,000 shares of common stock, $.0001 par value per share of the Company (the "Common Stock");

WHEREAS, Shareholder understands that the Company needs additional financing, is in the process of applying for a listing with the National Association of Securities Dealers (“NASD”), and believes that a lock-up on transfer of the Shareholder's shares will improve the Company's prospects for obtaining additional financing as well as for a listing;

WHEREAS, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Shareholder has agreed to enter into this Lock-up Agreement.

NOW, THEREFORE, in consideration of the foregoing, the parties hereto agree as follows:

 1. Lock-up on Transfer of Shares

(a) The Shareholder agrees not, directly or indirectly, to sell, offer to sell, contract to sell, assign, pledge, hypothecate, encumber or otherwise transfer, or enter into any contract, option or other arrangement or understanding with respect to the sale, assignment, pledge or other disposition of (collectively, "Transfer") any rights with respect to (i) 4,400,000 shares of the Common Stock currently owned by Shareholder for a period commencing on the date hereof and continuing through January 31, 2009 (the "Lock-up Period") except as expressly provided herein. The foregoing restriction has been expressly agreed to preclude Shareholder from engaging in any hedging or other transaction during the Lock-up Period that is designed to or reasonably expected to lead to or result in a Transfer of the Common Stock. Such prohibited hedging or other transaction would include, without limitation, any short sale (whether or not against the box) or any purchase, sale, or grant of any right (including, without limitation, any put or call option) with respect to the Common Stock or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from the Common Stock.

(b) The Shareholder also agrees and consents to the entry of stop transfer instructions with the Company's Transfer Agent against the Transfer of Common Stock held by Shareholder except in compliance with the terms and conditions of this Lock-up Agreement.

(c) The restrictions contained in this Lock-up Agreement shall apply to Shareholder with respect to any and all Transfers of any of the Company's Common Stock with the exception of that Common Stock acquired by the Shareholder on the open market. Any and all other transfers are prohibited by this Agreement.

 

 2. Early Termination of Lock-Up Period.

(a) In the event any Common Stock of Shareholder is subject to any involuntary transfer, whether by reason of death, bankruptcy or divorce proceedings or otherwise, the transferee of such Common Stock shall take such Common Stock subject to this Lock-up Agreement. Any purported transfer of any Common Stock of Shareholder that is not in accordance with this Lock-Up Agreement shall be null and void, and shall not operate to transfer any right, title or interest in such Common Stock to the purported transferee. The Shareholder agrees that the Company shall not cause or permit the transfer of any Common Stock of Shareholder to be made on its books unless the transfer is permitted by this Lock-up Agreement and has been made in accordance with its terms.

(b) The restrictions contained in this Lock-up Agreement shall not apply to any Transfer by Shareholder with respect to transfers of any Common Stock acquired on the open market.

 3. Representations, Warranties and Covenants of the Shareholder.

Shareholder represents and warrants to, and agrees with, the Company that:

(a) this Lock-up Agreement has been duly executed and delivered by Shareholder and constitutes a valid and binding obligation of Shareholder enforceable in accordance with its terms;

(b) neither the execution and delivery of this Lock-up Agreement nor the consummation of the transactions contemplated hereby will result in any breach or violation of, be in conflict with or constitute a default under any agreement or instrument to which Shareholder is a party or by which Shareholder may be affected or is bound;

(c) Shareholder is not subject to or obligated under any provisions of any law, regulation, order, judgment or decree which would be breached or violated by the execution, delivery and performance of this Lock-up Agreement by Shareholder and the consummation of the transactions contemplated hereby; and

(d) Shareholder is now, and will be at all times up to the termination of this Lock-up Agreement, the record and beneficial owner of the Common Stock which at such time is subject to Transfer restrictions pursuant to the terms hereof, free and clear of any pledge, lien, security interest, mortgage, charge, claim, equity, option, proxy, voting restriction, right of first refusal, limitation on disposition, adverse claim of ownership or use or encumbrance of any kind, other than pursuant to this Lock-up Agreement.

 

 4. Miscellaneous.

(a) Specific Performance. Shareholder acknowledges that damages would be an inadequate remedy for any breach of the provisions of this Lock-up Agreement and agrees that the obligations of Shareholder hereunder shall be specifically enforceable and Shareholder shall not take any action to impede the Company from seeking to enforce such right of specific performance. Shareholder agrees that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of their obligations in this Lock-up Agreement and hereby agrees to waive in any action for specific performance of any such obligation, the defense that a remedy at law would be adequate.

(b) Notices. All notices, demands and other communications to be given or delivered under or by reason of the provisions of this Lock-up Agreement shall be in writing and shall be given and shall be deemed to have been given when personally delivered or three days after being mailed, if mailed by first class mail, return receipt requested, or one day after being sent by reputable overnight delivery service, or when receipt is acknowledged, if sent by facsimile, telecopy or other electronic transmission device. Notices, demand and communications to Shareholder and the Company will, unless another address is specified in writing, be sent to the address indicated below, except that notices of change of address shall only be effective upon receipt:

If to Shareholder:
9328 - 107 Avenue
Edmonton, Alberta
T5H 0T5 Canada
If to the Company:
United States:	Canada (Head Office):
Smart Kids Group, Inc.	Smart Kids Group, Inc.
44 Coyote Mountain Road	Suite 542, 9768 - 170 Street
Santa Fe, New Mexico 87505	Edmonton, Alberta T5T 5L4

(c) Assignment. This Lock-up Agreement and all the provisions hereof will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, except that neither this Lock-up Agreement nor any of the rights, interests or obligations hereunder may be assigned by the Shareholder hereto without the prior written consent of the Company.

 

(d) Governing Law. The internal law, without regard for conflicts of law principals, of the State of Florida will govern all questions concerning the construction, validity and interpretation of this Lock-up Agreement and the performance of the obligations imposed by this Lock-up Agreement.

(e) Counterparts. This Lock-up Agreement may be executed in one or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same instrument.

 

(f) Severability. Whenever possible, each provision of this Lock-up Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Lock-up Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such provision or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Lock-up Agreement.

(g) Amendment Waiver. This Lock-up Agreement may not be amended or waived except, (i) in a writing executed by the party against which such amendment or waiver is sought to be enforced, and (ii) without the expressed written consent of the Company. No course of dealing between or among any persons having any interest in this Lock-up Agreement will be deemed effective to modify or amend any part of this Lock-up Agreement or any rights or obligations of any person under or by reason of this Lock-up Agreement.

(h) Review by Shareholder. The Shareholder has had the opportunity to review this Lock-up Agreement with legal counsel and other advisors as the Shareholder deemed advisable, prior to the Shareholder's execution of this Agreement, and the Shareholder has not relied on any advice other than from his own legal counsel.

(i) Complete Agreement. This Lock-up Agreement contains the complete agreement between the parties hereto and supersedes any prior understandings, agreements or representations by or between the parties, written or oral, which may have related to the subject matter hereof in any way.

IN WITNESS WHEREOF, the parties hereby have executed this Lock-up Agreement as of the date first written above.

Smart Kids Group, Inc.

Richard Shergold

Chief Executive Officer

(Shareholder)