LOCK-UP AGREEMENT

     3. Notwithstanding anything herein to the contrary, in the event Mezhvinsky ceases to be (i) an employee or (ii) a director (provided that he has not ceased to be a director either because he was not elected by the Company's stockholders after having been nominated to stand for election or because he declined to stand for election) of Parent, the Mezhvinsky Stockholders may Transfer up to 25% of the Shares in any 90-day period beginning on the later of (i) the Initial Release Date and (ii) the date Mezhvinsky ceases to be an employee or a director of Parent.

     4. Beginning on the Second Release Date and thereafter the Stockholders shall not be subject to any contractual limitation hereunder on their ability to Transfer any Shares.

     5. Notwithstanding the foregoing, Mezhvinsky acknowledges and agrees that at all times that he remains an “affiliate” (as defined in Rule 405 under the Securities Act) of Parent by virtue of his position on the Board of Directors of Parent or otherwise, he shall be subject to Parent’s insider trading and Section 16 compliance policies.

     6. The undersigned acknowledge that Parent may impose stock transfer restrictions on the Shares (including placing legends on the Shares indicating that such Shares are subject to this Agreement) to enforce the provisions of this Agreement or to the extent that restrictions exist under the Securities Act. The undersigned further acknowledge that the restrictions imposed by this Agreement are in addition to any other restrictions imposed on the Transfer of the Shares pursuant to any other agreement in effect between Parent and the undersigned or pursuant to applicable law; provided that, if any Shares cease to be subject to any restrictions on Transfer under the Securities Act or this Agreement, upon the written request of a Stockholder and the submission of evidence reasonably satisfactory to Parent of that fact, Parent shall issue to the Stockholder a new certificate or certificates evidencing those Shares without any legend or stock transfer restriction that may have been placed thereon with respect thereto.

     7. For purposes of this Agreement, the Shares shall be deemed to include all of the Shares received by Leonid and Inna Mezhvinsky as trustees of the Revocable Trust Agreement of Leonid Mezhvinsky and Inna Mezhvinsky dated April 26, 1988, Victor Mezhvinsky and Victor Mezhvinsky as trustee of the Joshua Mezhvinsky 2004 Irrevocable Trust under Agreement dated June 4, 2004 (the “Receiving Parties”) pursuant to the Merger Agreement and all of the Shares received and Transferred by the Receiving Parties shall be aggregated for purposes of determining the number of Shares that may be Transferred during any particular period.

     8. Notwithstanding anything contained herein to the contrary, any party hereto may, at any time, Transfer any number of Shares to such party’s “affiliates” (as defined in Rule 405 under the Securities Act), spouse, ex-spouse, domestic partner, lineal descendant or antecedent, brother or sister, the adopted child or adopted

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