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Exhibit 10.21
American Stock Transfer & Trust Company ("AST&T")
00 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Ladies and Gentlemen:
In order to induce AST&T, and Optimum Health Services, Inc. (together
with its predecessors, successors and assigns, the "Company") to enter into a
Rights Offering agreement with respect to the offering of 1,000,000 shares of
Common Stock to its shareholders, the undersigned hereby agrees that for a
period of thirteen (13) months following the close of the Rights Offering (the
"Management Lock-up Period"), he, she or it will not, without the prior written
consent of the Company's counsel, directly or indirectly, issue, offer, agree
or offer to sell, sell, grant an option for the purchase or sale of, transfer,
pledge, assign, hypothecate, distribute or otherwise encumber or dispose of any
shares of Common Stock or options, rights, warrants or other securities
convertible into, exchangeable or exercisable for or evidencing any right to
purchase or subscribe for shares of Common Stock (whether or not beneficially
owned by the undersigned), or any beneficial interest therein (collectively,
the "Securities").
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.
Dated: ___________, 1998
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Signature
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Print Name
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Print Address
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Print Social Security Number
Or Taxpayer I.D. Number
