Exhibit
10.9
LOCK UP
AGREEMENT
The undersigned hereby
agrees that for a period commencing on February 26, 2007 and
expiring on the date thirty (30) days after the date that is the
earlier of (i) the date that all amounts owed to Cornell Capital
Partners, LP (the “ Buyer ”), under the Secured
Convertible Debentures issued to the Buyer pursuant to the
Securities Purchase Agreement between Pacific Gold Corporation (the
“ Company ”) and the Buyer dated February 26,
2007 have been paid or (ii) the date as of which all of the Secured
Convertible Debentures have been converted in shares of Common
Stock of the Company (the “ Lock-up Period ”),
he, she or it will not, directly or indirectly, without the prior
written consent of the Buyer, issue, offer, agree or offer to sell,
sell, grant an option for the purchase or sale of, transfer,
pledge, assign, hypothecate, distribute or otherwise encumber or
dispose of any securities of the Company, including common stock or
options, rights, warrants or other securities underlying,
convertible into, exchangeable or exercisable for or evidencing any
right to purchase or subscribe for any common stock (whether or not
beneficially owned by the unders
