<PAGE>
Exhibit 10.5
Schneider Securities, Inc.
Investment Banking Department
Lock-up Agreement
Date: , 2000
The undersigned constituting either an officer, director or 5% or greater
stockholder and any consultant, acquiring or having acquired common stock
and/or options or warrants for the underlying shares of common stock
(Securities) of Investors Capital Holdings, Ltd. ("Company") more
specifically shares and options or warrants, hereby agree with
Schneider Securities, Inc. and the Company in order to further the
underwriting of the initial public offering of the common stock of the
Company as follows:
That the undersigned will not sell any of their shares, options,
warrants or underlying shares of common stock for the 12-month period
commencing on the effective date of the offering.
The foregoing restriction on Disposition is expressly agreed to
preclude the holder of the securities from engaging in any hedging or
other transaction which is designed to or reasonably expected to lead to
or result in a Disposition of Securities during the Lock-up Period even
if such Securities would be disposed of by someone other than the
undersigned. Such prohibited hedging and/or hypothecation or other
transaction would also include, without limitation, any short sale
(whether or not against the box) or any purchase, sale or grant of any
right (including, without limitation, any put or call option) with
respect to any securities or with respect to any security (other than a
broad based market basket or index) that includes, relates to or derives
any significant part of its value from Securities.
The undersigned hereby waives any rights of the undersigned to sell
shares of Common Stock or any other security issued by the Company
pursuant to the Registration Statement and acknowledges and agrees that
for a period of 12-months from the effective date of the Registration
Statement, the undersigned has no right to require the Company to
register under the Securities Act of 1933 such Common Stock or other
securities issued by the Company and beneficially owned by the
undersigned.
The undersigned understands that the agreements of the undersigned
are irrevocable and shall be binding upon the undersigned's heirs, legal
representatives, successors and assigns. Any violation of this agreement
shall be deemed as securities fraud and punishable to the full extent of
the law.
The undersigned further agree that the Company will instruct the
Transfer Agent of the lock-up restrictions and cause it to note these
restrictions on its transfer books and on any certificate or warrant
that may issue and that the shares and/or options or warrants will not
be released unless consented to by the Company, Company counsel and by
Schneider Securities, Inc. together.
The Company agrees to the foregoing and further agrees that it will
not issue during the 12-month period from the effective date, any shares
or warrants or other securities at a price that is less than the initial
public offering price of the offered securities without the consent of
Schneider Securities, Inc. except as otherwise as may be disclosed in
the prospectus.
<TABLE>
<S> <C>
___________________________________ ____________________________________
(name) (address and social security number)
___________________________________ ____________________________________
(number of shares) (certificate number)
Date: _____________________________
Company: By: _____________________
</TABLE>
