Exhibit 10.8


                                 POSEIDIS, INC.

     The  undersigned  hereby agrees that for a period  commencing on August 26,
2005 and  expiring on the later of (a) 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 Poseidis, Inc. (the "Company") and the Investor dated
August 26,  2005 have been paid or (b) the  termination  of the  Standby  Equity
Distribution  Agreement  dated  August 26,  2005  between  the  Company  and the
Investor (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
(except to the Investor), 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: August 26, 2005

                                    Signature


                                    /s/ Louis Pardau dit Pardo
                                    -------------------------------------
                                    Name:   Louis Pardau dit Pardo
                                    Address: 454 De La Gauchetiere Ouest,
                                             Penthouse 1002
                                             Montreal H2Z1E3
                                             QC CANADA