ICOA, INC.
The undersigned hereby agrees that for a period commencing on October
28, 2005 and expiring on the date that all amounts owed to Cornell Capital
Partners, LP (the "Investor"), or any successors or assigns, under the Secured
Convertible Debentures issued to the Investor pursuant to the Securities
Purchase Agreement between ICOA, Inc. (the "Company") and the Investor dated
October 28, 2005 have been paid or (b) October 27, 2007 (the "Lock-up Period"),
he, she or it will not, directly or indirectly, without the prior written
consent of the Investor, 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 undersigned), or any beneficial interest therein (collectively, the
"Securities") except in accordance with the volume limitations set forth in Rule
144(e) of the General Rules and Regulations under the Securities Act of 1933, as
amended.
In order to enable the aforesaid covenants to be enforced, the
undersigned hereby consents to the placing of legends and/or stop-transfer
orders with the transfer agent of the Company's securities with respect to any
of the Securities registered in the name of the undersigned or beneficially
owned by the undersigned, and the undersigned hereby confirms the undersigned's
investment in the Company.
Dated: November 2, 2005
Signature
Name: ____________________________
Address: ___________________________
City, State, Zip Code: Portland, OR 97213
_______________________________________
Print Social Security Number
or Taxpayer I.D. Number
