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Exhibit 1.3
_________________, 2000
William Blair & Company, L.L.C.
Friedman, Billings, Ramsey & Co., Inc.
E*OFFERING Corp.
Morgan Keegan & Company, Inc.
As Representatives of the Several Underwriters
c/o William Blair & Company, L.L.C.
222 West Adams Street
Chicago, Illinois 60606
Ladies and Gentlemen:
The undersigned is a security holder of Zengine, Inc., a
Delaware corporation (the "Company"), and wishes to facilitate the public
offering (the "Offering") of Common Stock of the Company ("Common Stock")
pursuant to a Registration Statement on Form S-1 (the "Registration Statement")
to be transmitted for filing with the Securities and Exchange Commission on or
about ____________, 2000
In consideration of the foregoing, and in order to induce you
to act as underwriters in the Offering, the undersigned hereby irrevocably
agrees that it will not, directly or indirectly, sell, offer, contract to sell,
transfer the economic risk of ownership in, make any short sale, pledge or
otherwise dispose of any shares of Common Stock or securities convertible into
Common Stock without the prior written consent of William Blair & Company,
L.L.C. acting alone or of each of the Representatives of the Underwriters acting
jointly, for a period of 180 days from the effective date of the Registration
Statement.
Notwithstanding the foregoing, if the undersigned is an
individual, he or she may transfer any shares of Common Stock or securities
convertible into or exchangeable or exercisable for the Company's Common Stock
either during his or her lifetime or on death by will or intestacy to his or her
immediate family or to a trust the beneficiaries of which are exclusively the
undersigned and/or a member or members of his or her immediate family; provided,
however, that prior to any such transfer each transferee shall execute an
agreement, satisfactory to William Blair & Company L.L.C. pursuant to which each
transferee shall agree to receive and hold such shares of Common Stock, or
securities convertible into or exchangeable or exercisable for the Common Stock,
subject to the provisions hereof, and there shall be no further transfer except
in accordance with the provisions hereof. For the purposes of this paragraph,
"immediate family" shall mean spouse, lineal descendant, father, mother, brother
or sister of the transferor.
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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
180 days 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. The undersigned agrees and
consents to the entry of stop transfer instructions with the Company's transfer
agent against the transfer of Common Stock or other securities of the Company
held by the undersigned except in compliance with this agreement.
Very truly yours,
Dated: _________________________ ____________________________
Signature
____________________________
Printed Name and Title
