EXHIBIT 4.1
Form of Lock-Up Agreement
LOCK-UP AGEEMENT
To: THE X-CHANGE CORPORATION
The undersigned understands that you have entered into a Plan
of Merger with WEBiX Inc., a Florida corporation, which provides for the merger
(the "Merger") of WEBiX, Inc. into Popo Agie, Inc., a wholly-owned subsidiary of
X-Change Corporation, Inc., a Nevada corporation (the "Company"), and the
issuance of shares of common and preferred stock of the Company to the
Shareholders of WEBiX Inc.
In consideration of the merger transaction and the potential
benefits that it will bring to shareholders of the Company and WEBiX Inc, and of
other good and valuable consideration the receipt of which is hereby
acknowledged, the undersigned hereby agrees not to, during the period commencing
on the date hereof and ending 455 days after the date of the closing of the
Merger, offer, sell, contract to sell, pledge, grant any option to purchase,
make any short sale or otherwise dispose of any shares of Common Stock of the
Company, or any options or warrants to purchase any shares of Common Stock of
the Company, or any securities convertible into, exchangeable for or that
represent the right to receive shares of Common Stock of the Company, whether
now owned or hereinafter acquired, owned directly by the undersigned (including
holding as a custodian) or with respect to which such undersigned has beneficial
ownership within the rules and regulations of the SEC (collectively such
"Undersigned's Shares").
The foregoing restriction is expressly agreed to preclude the
undersigned from engaging in any hedging or other transaction which is designed
to or reasonably expected to lead to or result in a sale or disposition of the
Shares even if such Shares would be disposed of by someone other than the
undersigned. Such prohibited hedging or other transactions would include,
without limitation, any short sale or any purchase, sale or grant of any right
(including without limitation any put or call option) with respect to any of the
Shares or with respect to any security that includes, relates to, or derives any
significant part of its value from such Shares.
The foregoing restriction shall not apply to transactions
relating to shares of Common Stock or other securities acquired in open market
transactions after the completion of the Merger.
The undersigned is, and, except as contemplated by clause (i)
or (ii) above, for the duration of this Lock-Up Agreement will be, the
beneficial owner and record holder of such Undersigned's Shares; and the
undersigned will not voluntarily allow, create or suffer to exist any liens,
encumbrances or claims whatsoever on such Undersigned's Shares. The undersigned
also agrees and consents to the entry of stop transfer instructions with the
Company's transfer agent and registrar against the transfer of such
Undersigned's Shares except in compliance with the foregoing restrictions and to
the imposition of a legend on such shares referencing or reflecting the
restrictions contained in this agreement.
This agreement by each of the undersigned shall automatically
terminate on the earlier of (a) the date that is the 456th day after the date of
the Merger, or (b) February 15, 2002 if the Merger shall not have been
consummated by said date.
The undersigned understands that the Company and the parties
to the Merger are relying upon this Lock-Up Agreement in proceeding toward
consummation of the Merger. The undersigned further understands that this
Lock-Up Agreement is irrevocable (except as set forth in the preceding
paragraph) and shall be binding upon such undersigned's heirs, legal
representatives, successors, and assigns.
Dated as of January 15, 2002
Very truly yours,
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Signature
Name of Shareholder:
Number of Shares Owned:
