FORM OF LOCK-UP AGREEMENT
__________________, 1997
Board of Directors
Eastern Management Corporation
Gentlemen:
The undersigned, a beneficial owner of the common stock of Eastern
Management Corporation (the "Company"), $0.0001 par value per share (the "Common
Stock"), understands that the Company has filed with the U.S. Securities and
Exchange Commission a registration statement on Form 10-SB (File No. ) (the
"Registration Statement"), for the registration of the Company's Common Stock.
As part of the disclosure included in the Registration Statement, the Company
has affirmatively stated that there will be no trading of the Company's
securities until such time as the Company successfully implements its business
plan as described in the Registration Statement.
In order to insure that the aforesaid disclosure is adhered to, the
undersigned agrees, for the benefit of the Company, that he/she will not offer
to sell, assign, pledge, hypothecate, grant any option for the sale of, or
otherwise dispose of, directly or indirectly, any shares of the Common Stock of
the Company owned by him/her, or subsequently acquired through the exercise of
any options, warrants or rights, or conversion of any other security, grant
options, rights or warrants with respect to any such shares of Common Stock,
until the Company successfully closes a merger or acquisition. The undersigned
also agrees to surrender his/her certificate(s) to the Company, which will
forward the certificate(s) to its legal counsel for safekeeping. Furthermore,
the undersigned will permit all certificates evidencing his/her shares to be
endorsed with the appropriate restrictive legends and will consent to the
placement of appropriate stop transfer orders with the transfer agent of the
Company.
Very truly yours,
______________________________
[Signature of Holder]
______________________________
[Please Print Name(s)]
________________
[Number of Shares of Common Stock Owned]
