FORM OF LOCK-UP AGREEMENT
, 1997
Board of Directors
Triwest Management Resources Corporation
Gentlemen:
The undersigned, a beneficial owner of the common stock of Triwest
Management Resources 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,
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[Signature of Holder]
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[Please Print Name(s)]
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[Number of Shares of Common Stock Owned]
