LOCK-UP AGREEMENT
November 30, 2000
EBIZ Enterprises, Inc.
15695 N. 83rd Way
Scottsdale, Arizona 85260
Jones Business Systems, Inc.
13715 Murphy Road, Suite D
Stafford, Texas 77477
Gentlemen:
The undersigned understands that EBIZ Enterprises, Inc., a Nevada
corporation ("EBIZ"), Jones Business Systems, Inc., a Texas corporation
("JBSI"), and JBSI Acquisition, Inc., a Texas corporation ("Merger Sub") have
entered into an Agreement and Plan of Merger dated November 17, 2000 (the
"Merger Agreement") pursuant to which EBIZ will acquire all of the outstanding
capital stock and equity interests of JBSI by means of a merger (the "Merger")
of JBSI and Merger Sub.
In consideration of JBSI entering into the Merger Agreement and
consummating the Merger, and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the undersigned hereby confirms,
covenants and agrees for the benefit of EBIZ and JBSI that for a period of one
year from the Closing Date (as defined in the Merger Agreement), he will not
offer, sell, contract to sell, grant any option to sell, transfer or otherwise
dispose of, directly or indirectly, shares of the Common Stock of EBIZ,
including any other securities that are convertible into or exercisable or
exchangeable for or that represent a right to purchase or receive, Common Stock
of EBIZ ("EBIZ Common Stock") in an amount in excess of 25% per quarter of such
one year period, of the number of shares of EBIZ Common Stock the undersigned
would be permitted to sell pursuant to Rule 144 of the Securities Act of 1933,
as amended.
<PAGE>
The undersigned acknowledges and agrees that the covenants and
agreements set forth herein supersede, to the extent of the subject matter
hereof, the provisions of any agreements or instruments defining the rights of
the undersigned with respect to any shares of EBIZ Common Stock beneficially
owned or controlled by the undersigned.
Very truly yours,
/s/ Stephen P. Shadle
Name: Stephen P. Shadle
Address:
-----------------------------------
Stephen P. and Roberta G. Shadle Trust
By: /s/ Stephen P. Shadle
Name: Stephen P. Shadle,
Title: Trustee
Address:
-----------------------------------
/s/ Bruce Parsons
Name: Bruce Parsons
Address:
-----------------------------------
/s/ Judy Parsons
Name: Judy Parsons
Address:
-----------------------------------
/s/ Scott Shadle
Name: Scott Shadle
Address:
-----------------------------------
/s/ Nick Futter
Name: Nick Futter
Address:
-----------------------------------
/s/ Don Young
Name: Don Young
Address:
-----------------------------------
/s/ Dave Colesante
Name: Dave Colesante
Address:
-----------------------------------
/s/ Michael G. Colesante
Name: Michael G. Colesante
Address:
-----------------------------------
