Officer, Director and Securityholder Lock-Up Agreement

Exhibit 10.36

Officer, Director and Securityholder Lock-Up Agreement

November 13, 2006

Averion International Corp.
000 Xxxxxxxx Xxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxxx 00000

Ladies and Gentlemen:

The undersigned (the “Securityholder”) understands that Commonwealth Associates, L.P., acting as the placement agent (the “Placement Agent”), has entered into that certain Placement Agency Agreement dated October 17, 2006, as amended on November 8, 2006 (the “Agency Agreement”) with Averion International Corp. (the “Company”), providing for the private placement (the “Offering”) by the Placement Agent of the Company’s common stock, par value $0.001 per share (the “Common Stock” and, such shares in the Offering, the “Shares”).

1. In consideration of the Placement Agent’s agreement to act as placement agent and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Securityholder agrees that the Securityholder will not, without the prior written consent of the Placement Agent, directly or indirectly offer, sell, pledge, contract to sell (including any short sale), grant any option to purchase, enter into any contract to sell or otherwise dispose of or transfer any shares of Common Stock or other equity securities of the Company (including without limitation, any shares of Common Stock which may be deemed to be beneficially owned by the Securityholder in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”), and any shares of Common Stock which may be issued upon exercise of any stock options or warrants or upon conversion or exchange of any convertible or exchangeable securities) or any rights, warrants, options or other securities that are convertible into, or exercisable or exchangeable for, Common Stock (collectively, “Rights”, which term includes, without limitation, any shares of preferred stock which are convertible into Common Stock) or enter into any Hedging Transaction (as defined below) (each of the foregoing referred to as a “Disposition”) until the earlier of (i) the date on which a registration statement covering the Shares and the shares of Common Stock issuable upon exercise of the common stock purchase warrant issued to the Placement Agent in connection with the Offering (the “Placement Agent Shares”) is declared effective by the SEC; and (ii) the date on which all of the Shares and the Placement Agent Shares may be sold in the public market without an effective registration statement under Rule 144(k) of the Securities Act of 1933, as amended (the “Lock-Up Period”).  The foregoing restriction is expressly intended to preclude the Securityholder from engaging in any Hedging Transaction or other transaction which is designed to or is reasonably expected to lead to or result in a Disposition during the

Lock-Up Period even if the securities would be disposed of by someone other than the Securityholder.  “Hedging Transaction” means any short sale (whether or not against the box) or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from the Common Stock or any Rights.  The foregoing restrictions set forth in this paragraph shall apply to all shares of Common Stock and all Rights now owned or hereafter acquired by the Securityholder.

2. Notwithstanding the foregoing, the Securityholder may transfer any or all of the Securityholder’s Common Stock or Rights if the Securityholder is (i) a natural person, by gift, will or intestacy so long as the transfer is not for value; (ii) a natural person, to any trust for the direct or indirect benefit of the Securityholder or the immediate family of the Securityholder so long as the transfer is not for value; (iii) a partnership, to a partner of such partnership or a retired partner of such partnership who retires after the date hereof so long as the transfer is not for value; and (iv) a corporation, limited liability company or limited partnership, to any of its wholly-owned subsidiaries; provided, however, that in any such case it shall be a condition to the transfer that, prior to or concurrently with such transfer, the transferee executes and delivers to the Placement Agent an agreement, in form and substance satisfactory to the Placement Agent, stating that the transferee is receiving and agrees to hold the Common Stock or Rights, as the case may be, subject to the provisions of this letter agreement, and there shall be no further transfer of such Common Stock or Rights, as the case may be, except in accordance with this letter agreement.  For purposes of this letter agreement, “immediate family” shall mean any relationship by blood, marriage, or adoption, not more remote than first cousin.

3. Without limiting the restrictions herein, any Disposition by the Securityholder shall remain at all times subject to applicable securities laws, including without limitation the resale restrictions imposed by Rule 144 promulgated under the Securities Act of 1933, as amended.

4. The Securityholder hereby agrees that, to the extent that the terms of this letter agreement conflict with or are in any way inconsistent with any registration rights agreement or similar agreement to which the Securityholder is a party or under which the Securityholder is entitled to any right or benefit, this letter agreement supersedes such registration rights agreement or similar agreements.

5. The Securityholder understands that the Company and the Placement Agent will proceed with the Offering in reliance on this letter agreement.

6. This letter agreement shall be governed by the laws of the State of New York, without regard to any applicable choice of law provisions.

7. This letter agreement shall terminate and have no force or effect if the initial closing of the Offering does not occur by 11:59 p.m. (New York time) on December 31, 2006 or such later date as the Placement Agent and the Company agree in writing.

8. The Securityholder hereby represents and warrants that the Securityholder has full power and authority to enter into this letter agreement and that this letter agreement has been duly authorized (if applicable), executed and delivered by the Securityholder and is a valid and binding agreement of the Securityholder.  All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the Securityholder and any obligations of the Securityholder shall be binding upon the heirs, personal representatives, successors and assigns of the Securityholder.

Very truly yours,

(Signature)

(Print Name)

(Print Name of Securityholder, if

Securityholder is an entity)

Consent of Spouse

I, the spouse of the above-named Securityholder, acknowledge and agree that I am bound by the terms of this letter agreement as to any and all interests I may have in securities or options issued by the Company acquired, held or beneficially owned by my spouse.

(Signature)

(Print Name)