FORM OF LOCK-UP AGREEMENT
Institutional Equity Corporation
Capital West Securities, Inc.
As Representatives of the Several Underwriters
5910 North Central Expressway, Suite 500
Dallas, Texas 75206
Ladies and Gentlemen:
The undersigned understands that you, as the Representatives of the
several underwriters (the "Underwriters"), propose to enter into an Underwriting
Agreement (the "Underwriting Agreement") with Catalog.com, Inc., a Oklahoma
corporation (the "Company"), providing for the initial public offering (the
"Offering") by the Underwriters, of 1,000,000 shares of Common Stock of the
Company (the "Common Stock") pursuant to the Company's Registration Statement on
Form SB-2 (the "Registration Statement") filed with the Securities and Exchange
Commission.
In consideration of the Underwriters' agreement to purchase the Common
Stock, and for other good and valuable consideration, receipt of which is hereby
acknowledged, the undersigned hereby agrees that during the period beginning on
the date of this letter and ending six (6) months (the "Lock-Up Period") after
the date of the final prospectus relating to the offer and sale of the Common
Stock, the undersigned will not, directly or indirectly, offer, sell, contract
to sell, grant any option for the sale of, pledge, or otherwise dispose of
(individually, a "Disposition") any Common Stock, or securities exercisable,
convertible, or exchangeable for or into Common Stock (collectively, the
"Securities"), that the undersigned now owns or will own in the future
(beneficially or of record), except (i) as a bona fide gift or gifts, provided
the donee or donees thereof agree in writing to be bound by this Lock-Up
Agreement, or (ii) with the prior written consent of the Representatives. The
foregoing restriction is expressly agreed to preclude the holder of 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 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 security (other than a broad-based market basket or index) that includes,
relates to or derives any significant part of its value from Securities.
Sincerely,
Date: July ___, 2000 --------------------------------------
By: --------------------------------------
