FORM OF LOCK-UP AGREEMENT
February __, 2007
Each Purchaser referenced below:
Re:
Securities
Purchase Agreement, dated as of February __, 2007 (the
"Purchase Agreement"), between Star Energy Corporation, a
Nevada
corporation (the "Company") and the purchasers signatory
thereto
(each, a "Purchaser" and, collectively, the "Purchasers")
Ladies and Gentlemen:
Defined
terms not otherwise defined in this letter agreement (the
"Letter
Agreement") shall have the meanings set forth in the Purchase
Agreement.
Pursuant to Section 2.2(a) of the Purchase Agreement and in
satisfaction of a
condition of the Purchaser's and Company's obligations under the
Purchase
Agreement, the undersigned irrevocably agrees with the Company
that, from the
date hereof until the 90th calendar day following the Effective
Date (such
period, the "Restriction Period"), the undersigned will not offer,
sell,
contract to sell, hypothecate, pledge or otherwise dispose of (or
enter into any
transaction which is designed to, or might reasonably be expected
to, result in
the disposition (whether by actual disposition or effective
economic disposition
due to cash settlement or otherwise) by the undersigned or any
Affiliate of the
undersigned or any person in privity with the undersigned or any
Affiliate of
the undersigned), directly or indirectly, including the filing (or
participation
in the filing) of a registration statement with the Commission in
respect of, or
establish or increase a put equivalent position or liquidate or
decrease a call
equivalent position within the meaning of Section 16 of the
Exchange Act with
respect to, any shares of Common Stock or Common Stock Equivalents
beneficially
owned, held or hereafter acquired by the undersigned (the
"Securities").
Beneficial ownership shall be calculated in accordance with Section
13(d) of the
Exchange Act. In order to enforce this covenant, the Company shall
impose
irrevocable stop-transfer instructions preventing the Transfer
Agent from
effecting any actions in violation of this Letter Agreement.
The
undersigned acknowledges that the execution, delivery and
performance
of this Letter Agreement is a material inducement to each Purchaser
to complete
the transactions contemplated by the Purchase Agreement and that
each Purchaser
(which shall be a third party beneficiary of this Letter Agreement)
and the
Company shall be entitled to specific performance of the
undersigned's
obligations hereunder. The undersigned her
