LOCK-UP AGREEMENT

Lock-Up Agreement (this “ Agreement ”) is entered into as of May __, 2005, by and between Lighting Science Group Corporation, a Delaware corporation (the “ Company ”), and the stockholder of the Company named on the signature page hereof (the “ Stockholder ”).

A.   The Company and certain purchasers (the “ Purchasers ”), have entered into a Securities Purchase Agreement dated as of May __, 2005 (the “ Purchase Agreement ”), pursuant to which the Purchasers have agreed to purchase, and the Company has agreed to sell, shares of the Company’s 6% Convertible Preferred Stock (the “Preferred Shares”), and warrants to purchase shares of the Company’s Common Stock, par value $0.001 per share (the “ Common Stock ”).

B.   Stockholder is a stockholder of the Company and owns and/or controls shares of Common Stock (the “ Shares ”).

C.   Additionally, the undersigned Stockholder is an affiliate of the Company being either a director, officer or 10% stockholder of the Company.  

D.   As a condition to the Purchasers entering into the Purchase Agreement, such affiliated Stockholders must and agree to the lock-up set forth in Section 1 hereof and such Stockholder has agreed to the lock-up.

E.   Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.

NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.   Lock-Up . Stockholder hereby agrees that, except as set forth in Section 2 below, from the date hereof until the 180 ^th day following the date that the Registration Statement is declared effective by the Commission (the “ Lock-up Period ”), without the prior written consent of the Company and the Purchasers, he will not offer, pledge, sell, contract to sell, grant any options for the sale of or otherwise transfer, distribute or dispose of, directly or indirectly (collectively “ Dispose of ”), any Shares (the “ Lock-up ”). On and after the 1 ^st day following the last day of the Lock-up Period, no Shares shall be subject to the Lock-up.

2.   Permitted Dispositions . The following dispositions of Shares shall not be subject to the Lock-up set forth in Section 1:

(a)   Stockholder may Dispose of Shares to his spouse, siblings, parents or any natural or adopted children or other descendants or to any personal trust in which any such family member or Stockholder retains the entire beneficial interest;

(b)   Stockholder may Dispose of Shares on his death to Stockholder’s estate, executor, administrator or personal representative or to Stockholder’s beneficiaries pursuant to a devise or bequest or by laws of descent and distribution;

(c)   Stockholder may Dispose of Shares as a gift or other transfer without consideration;

(e)    Stockholder may Dispose of Shares in one or more private sales not made pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended;

(f)    Stockholder may dispose of Preferred Shares and any underlying common stock, par value $0.001 per share, which the Stockholder may receiv