LOCK-UP AGREEMENT
FOR DIRECTORS AND OFFICERS
This Lock-Up Agreement ("Agreement") is effective as of September 1,
1996 by and among M.D. Labs, Inc., a Delaware corporation (the "Company"),
_______________ , a director and/or officer of the Company (the "Executive"),
and Spelman & Co., Inc., a California corporation (the "Underwriter"). The
parties hereto agree as follows:
1. Lock-Up. The Company is currently in the process of preparing a
registration statement on Form SB-2 (the "Registration Statement") which will
register certain shares of the Company's common stock to be sold by the
Underwriter on a "firm commitment" basis. To satisfy Section 7.8 of the
Underwriting Agreement (the "Underwriting Agreement") to be entered into between
the Company and the Underwriter as representative of the several underwriters
named in Schedule I thereto, and in order to induce the Underwriter to undertake
the firm commitment public offering of the Company's common stock, the Executive
agrees that it will not, without the Underwriter's prior written consent, offer,
sell, contract to sell, grant any option for the sale of, or otherwise dispose
of, directly or indirectly, any shares of the Company's common stock or any
security or other instrument which by its terms is convertible into, exercisable
for, or exchangeable for shares of the Company's common stock for a period of
six (6) months from the effective date of the Registration Statement; provided
that the foregoing shall not prohibit the Executive from exercising any warrant
or option to purchase shares of the Company's common stock.
2. Successors. The provisions of this Agreement shall be deemed to
obligate, extend to and inure to the benefit of the successors, assigns,
transferees, grantees and indemnitees of each of the parties to this Agreement.
3. Attorneys Fees. In the event of a dispute between the parties
concerning the enforcement or interpretation of this Agreement, the prevailing
party in such dispute, whether by legal proceedings or otherwise, shall be
reimbursed immediately for the reasonably incurred attorneys' fees and other
costs and expenses by the other parties to the dispute.
4. Choice of Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California without reference to its
choice of law rules.
5. Arbitration. Any dispute or claim arising to or in any way related
to this Agreement shall be settled by arbitration in San Diego, California. All
arbitration shall be conducted in accordance with the rules and regulations of
the American Arbitration Association ("AAA"). AAA shall designate an arbitrator
from an approved list of arbitrators following both parties' review and deletion
of those arbitrators on the approved list having a conflict of interest with
either party. Each party shall pay its own expenses associated with such
arbitration (except as set forth in Section 3 above). A demand for arbitration
shall be made within a reasonable time after the claim, dispute or other matter
has arisen and in no event shall such demand be made after the date when
institution of legal or equitable proceedings based on such claim, dispute or
other matter in question would be barred by the applicable statutes of
limitations. The decision of the arbitrators shall be rendered within 60 days of
submission of any claim or dispute, shall be in writing and mailed to all the
parties
included in the arbitration. The decision of the arbitrator shall be binding
upon the parties and judgment in accordance with that decision may be entered in
any court having jurisdiction thereof.
6. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which, taken
together, shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date set forth next to his or its signature.
M.D. LABS, INC.
By ______________________________________
Its _____________________________________
EXECUTIVE
_________________________________________
SPELMAN & CO., INC.
By ______________________________________
Its _____________________________________