LOCK-UP AGREEMENT

THIS AGREEMENT (this " Agreement ") is dated as of February 7, 2007 by and among United National Film Corporation, a Nevada corporation (the " Company "), and the shareholders of the Company listed on Schedule A attached hereto (collectively, the " Shareholders ").

WHEREAS, to induce the Company and the investors (the “ Investors ”) to enter into the Series A Convertible Preferred Stock Purchase Agreement dated as of the date hereof (the “ Purchase Agreement ”) by and among the Company and the Investors, the Shareholders have agreed not to sell any shares of the Company’s common stock, $0.0001 par value per share (the " Common Stock "), that such Shareholders presently own or may acquire after the date hereof, except in accordance with the terms and conditions set forth herein. Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Purchase Agreement.

NOW, THEREFORE, in consideration of the covenants and conditions hereinafter contained, the parties hereto agree as follows:

1.    Restriction on Transfer; Term . The Shareholders hereby agree with the Company that the Shareholders will not offer, sell, contract to sell, assign, transfer, hypothecate, pledge or grant a security interest in, or otherwise dispose of, or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of (whether by actual disposition or effective economic disposition due to cash settlement or otherwise by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, any of the shares of Common Stock from the period commencing on the Closing Date and expiring on the date that is thirty-six months following the effective date of the registration statement (the “ Effective Date ”) filed by the Company with the Securities and Exchange Commission providing for the resale of the shares of Common Stock issuable upon conversion of the Preferred Shares and exercise of the Warrants issued pursuant to the Purchase Agreement (the “ Period ”); provided , however , that the Shareholders may make a bona fide gift of such shares of Common Stock as long as the recipient of such bona fide gift signs an agreement with the Company that is identical to this Agreement; provided , further , that the amount of such bona fide gift of shares of Common Stock shall not exceed the following amounts: (i) during the twenty-four month period following the Effective Date, one-twelfth (1/12 ^th ) of the aggregate shares of Common Stock held by the Shareholders and (ii) during the thirty-sixth month period following the Effective Date, one percent (1%) of the outstanding shares of Common Stock of the Company.

2.    Ownership . During the Period, the Shareholders shall retain all rights of ownership in the Common Stock, including, without limitation, voting rights and the right to receive any dividends, if any, that may be declared in respect thereof.

3.    Company and Transfer Agent . The Company is hereby authorized to disclose the existence of this Agreement to its transfer agent. The Company and its transfer agent are hereby authorized to decline to make any transfer of the Common Stock if such transfer would constitute a violation or breach of this Agreement and the Purchase Agreement.

4.    Notices . All notices, demands, consents, requests, instructions and other communications to be given or delivered or permitted under or by reason of the provisions of this Agreement or in connection with the transactions contemplated hereby shall be in writing and shall be deemed to be delivered and received by the intended recipient as follows: (i) if personally delivered, on the business day of such delivery (as evidenced by the receipt of the personal delivery service), (ii) if mailed certified or registered mail return receipt requested, four (4) business days after being mailed, (iii) if delivered by overnight courier (with all charges having been prepaid), on the business day of such delivery (as evidenced by the receipt of the overnight courier service of recognized standing), or (iv) if delivered by facsimile transmission, on the business day of such delivery