FORM OF LOCK-UP AGREEMENT
December __, 1996
Capital West Securities, Inc.
00xx Xxxxx, Xxx Xxxxxxxxxx Xxxxxx
000 X. Xxxxxxxx
Xxxxxxxx Xxxx, XX 00000
As One of the Representatives of the Several Underwriters
Re: Public Offering of Common Stock Par Value
$.01 Per Share ( the "Common Stock") of
CD Warehouse, Inc. (the "Company")
___________________________________
Gentlemen:
Pursuant to Section 2(s) of the Underwriting Agreement, dated
December __, 1996 (the "Underwriting Agreement"), by and among you and the
Company, the undersigned (a holder of Common Stock) hereby agrees not to
sell, contract to sell, transfer or otherwise dispose of any shares of Common
Stock without prior written consent for a period of 24 months after the date
of the initial public offering of the Common Stock. All communications to you
hereunder shall be sent to the address set forth above, attention: Xxxxxxx X.
Xxxxx.
Sincerely,
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