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EXHIBIT 10.19
CONFIDENTIAL LOCK-UP AGREEMENT
December 31, 2004
BPI Industries, Inc.
885 W. Georgia Street, Suite 1500
Vancouver, British Columbia
V6C 1V5 Canada
Attention: Board of Directors
Gentlemen:
I understand that BPI Industries Inc., a British Columbia
corporation (the
"Company"), will be conducting a private placement of common
shares and warrants
to purchase common shares intended to raise gross proceeds of at
least
$10,000,000 and that in order to complete the private placement,
the Company's
placement agent has requested that certain holders of common
shares of the
Company agree not to sell, transfer, or otherwise dispose of
their shares for a
certain period of time, as more fully described below. I
acknowledge that
completion of the private placement will be of material benefit
to the Company
and to me as a beneficial owner of the Company's common
shares.
In order to facilitate the private placement described above,
and for
other good and valuable consideration the receipt and
sufficiency of which are
hereby acknowledged, I hereby agree with the Company as set
forth below with
respect to 2,794,812 common shares (the "Shares") of the Company
of which I am
the sole record and beneficial owner.
Commencing upon the closing (the "Closing") of the private
placement and
terminating on the earlier of (i) one (1) year from the Closing
and (ii) the
effective date of a registration statement filed with the
Securities and
Exchange Commission to permit the public resale of the common
shares (and the
shares underlying the warrants) issued in the private placement,
I will not,
without the prior written approval of the Company, directly or
indirectly (A)
offer for sale, sell, or contract to sell, sell, offer to sell,
or contract to
sell any option, warrant, right, or contract to purchase,
purchase, offer to
purchase, or contract to purchase any option, warrant, right, or
contract to
sell, grant any option, right or warrant to purchase, lend,
pledge, hypothecate
or otherwise transfer or dispose of, directly or indirectly, any
of the Shares
or (B) 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 of the
Shares, whether any of the transactions described in clause (A)
or (B) above is
to be settled by delivery of Shares, in cash or otherwise (any
such transaction,
whether or not for consideration, shall be hereinafter referred
to as a
"Transaction"). None of the forgoing shall be construed to
restrict
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