exh10-2_lockup.htm


     

    
      

      

    

     

     

     

     

     

    EXHIBIT
      10.2

     

    LOCK-UP
      AND VOTING TRUST AGREEMENT

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    LOCK-UP
      AND VOTING TRUST AGREEMENT

    


    This
      Lock-up and Voting Trust Agreement (this “Agreement”) is made and entered
      into as of July 31, 2007, by and between Worldwide Strategies Incorporated,
      a
      Nevada corporation (“WWSI”), Centric Rx, Inc., a Nevada corporation
      (“CENTRIC”), and the group consisting of Jim Crelia, Jeff Crelia, J.
      Jireh, Inc., a Nevada Corporation, Canada Pharmacy Express, Ltd., a Canadian
      corporation, Peter Longbons, and Jack West (the
“Shareholders”).  WWSI, CENTRIC, and
      the CENTRIC
      Shareholders are sometimes individually referred to as a “Party” and
      collectively as the “Parties.”

    


    WHEREAS,
      it is a condition to that certain Share Exchange Agreement by and among WWSI,
      CENTRIC, and the CENTRIC Shareholders, executed on June 28, 2007 (the “Share
      Exchange”), that the Parties enter into this Agreement.

    


    NOW,
      THEREFORE, in consideration of the foregoing and in consideration of the mutual
      promises set forth herein, the sufficiency of which is hereby acknowledged,
      the
      Parties agree as follows:

    


    1.           Lock-up.  The
      CENTRIC Shareholders will not offer to sell, contract to sell, or otherwise
      sell, dispose of, loan, pledge or grant any rights with respect to
      (collectively, a “Disposition”) any WWSI Common Stock, any options or
      warrants to purchase any WWSI Common Stock or any securities convertible into
      or
      exchangeable for WWSI Common Stock (collectively, “Securities”) now owned
      or hereafter acquired directly by the Shareholders or with respect to which
      the
      Shareholders have or hereafter acquire the power of disposition, otherwise
      than:

    


    
      	
               

            	
              (A)

            	
              as
                a bona fide gift or gifts, provided the donee or donees thereof agree
                in
                writing to be bound by this
                restriction,

            


    

    


    
      	
               

            	
              (B)

            	
              as
                a distribution to partners or shareholders of the Shareholders, provided
                that the distributees thereof agree in writing to be bound by the
                terms of
                this restriction,

            


    

    


    
      	
               

            	
              (C)

            	
              with
                respect to sales or purchases of WWSI Common Stock acquired on the
                open
                market, or

            


    

    


    
      	
               

            	
              (D)

            	
              with
                the prior unanimous written consent of WWSI’s Board of
                Directors.

            


    

    


    The
      foregoing restrictions will terminate one year after the Closing of the
      Acquisition (the “Lock-Up Period”).

    


    The
      foregoing restriction has been 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 such holder.  Such prohibited hedging or other
      transactions would 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 included, relates to or derives any significant
      part of its value from Securities.

    


    The
      CENTRIC Shareholders also agree and consent to the entry of stop transfer
      instructions with the WWSI’s transfer agent, without advance notice, and
      registrar against the transfer of the WWSI Common Stock or Securities held
      by
      the CENTRIC Shareholders except in compliance with the foregoing
      restrictions.

    


    2.           Grant
      of Irrevocable Proxy.  The Shareholders hereby grant to James
      P.R. Samuels, as agent of WWSI, with full power of substitution, an irrevocable
      proxy to vote all of the shares of WWSI Common Stock held by the Shareholders
      which the Shareholders would be entitled to vote at any meeting of WWSI’s
      shareholders or by means of a written consent to action, during the Lock-Up
      Period.

    


    3.           General
      Provisions.

    


    
      	
               

            	
              (A)

            	
              Notices.  All
                notices, requests, demands and other communications required or permitted
                to be given hereunder shall be in writing and shall be given personally,
                sent by facsimile transmission or sent by prepaid air courier or
                certified
                or express mail, postage prepaid to the last known address of the
                recipient or to such other address or addresses as a Party may have
                advised the other.  Any such notice shall be deemed to have been
                given (a) when received, if delivered in person, sent by facsimile
                transmission and confirmed in writing within three (3) business days
                thereafter or sent by prepaid air courier or (b) three (3) business
                days
                following the mailing thereof, if mailed by certified first class
                mail,
                postage prepaid, return receipt
                requested.

            


    

    


    
      	
               

            	
              (B)

            	
              Mediation.  The
                Parties encourage the prompt and equitable settlement of all disputes,
                controversies or claims (a “Dispute”) between or among the Parties
                and their affiliates including but not limited to those arising out
                of or
                relating to this Agreement.  At any time, either Party can give
                the other written notice that it desires to settle a
                Dispute.

            


    

    


    Within
      10
      days of delivery of such notice, the Parties agree to cause their officers
      having authority to resolve such differences to meet for two out of four
      continuous days (the “Negotiation Period”).

    


    If
      a
      resolution is not achieved during the Negotiation Period, the Parties agree
      to
      submit their Dispute to a mediator within one week of the conclusion of the
      Negotiation Period to work with them to resolve their
      differences.  Such mediator shall be selected by mutual agreement of
      the Parties.  The Parties shall participate in the mediation
      proceeding in good faith with the intention to settle.  The mediation
      shall be conducted pursuant to the rules generally used by the mediator in
      the
      mediator’s practice, which rules may be modified or amended with the written
      consent of the Parties.  No later than three business days prior to
      the mediation, each Party shall deliver to the mediator all information
      reasonably


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    required
      for the mediator to understand the Dispute and the issues
      presented.  The mediation shall be terminated upon the first to occur
      of the following: (i) the execution of a settlement agreement resolving the
      Dispute by the Parties; (ii) a written declaration of the mediator to the effect
      that further efforts at mediation are no longer worthwhile; or (iii) after
      the
      completion of two full days of mediation, a written statement of the mediator
      to
      the effect that the mediation proceedings are terminated.  No Party
      shall sue any other Party hereto in connection with any Dispute, except for
      enforcement of the negotiation and mediation process set forth herein, and
      the
      arbitration provisions set forth in Section 3(C) hereof shall not be applicable,
      in each case, prior to termination of the Negotiation Period and of the
      mediation as provided above.

    


    
      	
               

            	
              (C)

            	
              Arbitration.  Subject
                to the provisions in Section 3(B), any Dispute arising out of, relating
                to, or in connection with, this Agreement shall be finally settled
                by
                binding arbitration.  The arbitration shall be conducted and the
                arbitrator chosen in accordance with the rule of the American Arbitration
                Association in effect at the time of the arbitration, except as they
                may
                be modified herein or by mutual agreement of the Parties to such
                Dispute.  In connection with any such arbitration, each Party
                shall be afforded the opportunity to conduct discovery in accordance
                with
                the Federal Rules of Civil
                Procedure.

            


    

    


    
      	
               

            	
              (1)

            	
              The
                seat of the arbitration shall be in Denver, Colorado.  WWSI and
                the Shareholders hereby irrevocably submit to the jurisdiction of
                the
                arbitrator in Denver, Colorado, and waive any defense in an arbitration
                based upon any claim that such Party is not subject personally to
                the
                jurisdiction of such arbitrator, that such arbitration is brought
                in an
                inconvenient format, or that such venue is
                improper.

            


    

    


    
      	
               

            	
              (2)

            	
              The
                arbitral award shall be in writing and shall be final and binding
                on each
                of the Parties to this Agreement.  The award may include an
                award of costs, including reasonable attorneys’ fees and
                disbursements.  Judgment upon the award may be entered by any
                court having jurisdiction thereof or having jurisdiction over the
                Parties
                or their assets.  The Parties acknowledge and agree that by
                agreeing to these arbitration provisions each of the Parties is waiving
                any right that such Party may have to a jury trial with respect to
                the
                resolution of any dispute under this Agreement or the agreements
                or
                transactions contemplated hereby

            


    

    


    
      	
               

            	
              (D)

            	
              Prior
                Agreements.  This Agreement contains the entire
                agreement between the Parties and supersedes all prior agreements
                entered
                into by the Parties relative to the subject matter of this
                Agreement.

            


    

    


    
      	
               

            	
              (E)

            	
              Applicable
                Law. This Agreement shall be governed by and construed in
                accordance with the laws of the State of Nevada.  Jurisdiction
                over and venue of any suit arising out of or related to this Agreement
                shall be exclusively in any state or federal court of the State of
                Nevada.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
               

            	
              (F)

            	
              Counterparts.  This
                Agreement may be executed by the Parties in separate counterparts,
                each of
                which when so executed and delivered shall be an original, but all
                such
                counterparts shall together constitute one and the same
                instrument.  Each counterpart may consist of a number of copies
                hereof each signed by less than all, but together signed by all of
                the
                Parties.

            


    

    


    
      	
               

            	
              (G)

            	
              New
                Shareholders.  Nothing in this Agreement shall restrict
                WWSI from issuing or selling Securities to third persons on such
                terms and
                conditions as the WWSI’s Board of Directors deems
                appropriate.

            


    

    


    
      	
               

            	
              (H)

            	
              Severability.  If
                for any reason any portion of this Agreement shall be held to be
                invalid
                or unenforceable, the holding of invalidity or unenforceability of
                that
                portion shall not affect any other portion of this Agreement and
                the
                remaining portions of this Agreement shall remain in full force and
                effect.

            


    

    


    
      	
               

            	
              (I)

            	
              Counsel.  The
                Parties hereto acknowledge that he or she or it is aware of his or
                her
                right to have independent counsel review this Agreement concerning
                his,
                her or its rights and obligations under this Agreement prior to their
                execution of the Agreement.  The Parties represent: (i) that he,
                she or it has consulted independent counsel, or by executing this
                Agreement, waives their right to consult with an attorney concerning
                this
                Agreement; and (ii) that the Parties understand the terms of this
                Agreement and will be bound by the terms
                hereunder.

            


    

    


    
      	
               

            	
              (J)

            	
              Defined
                Terms.  Unless stated otherwise, capitalized terms
                herein shall have the same meaning set forth in the Share Exchange
                and the
                exhibits thereto.

            


    

    


    [Signature
      Page to Follow]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
      above written.

     

    
       

      
        	 WORLDWIDE
                STRATEGIES INCORPORATED	 	 	 CENTRIC
                RX, INC.	 
	 	 	 	 	 
	
                By: 
/s/
                  James P.R. Samuels

              	 	 	
                By: 
/s/
                  Jim Crelia

              	 
	
                   
James
                  P.R.
                  Samuels, President

              	 	 	
                 
Jim
                  Crelia, President, CEO and Chairman

              	 
	
                 

              	 	 	
                 

              	 


      

       

       

      
        	 	 	 	 JIM
                CRELIA	 
	 	 	 	 	 
	
                 

              	 	 	
                By: 
                  /s/ Jim Crelia

              	 
	
                 

              	 	 	
                 

              	 
	
                 

              	 	 	
                 

              	 


      

       

       

      
        	 	 	 	 JEFF
                CRELIA	 
	
                 

              	 	 	
                 

              	 
	
                 

              	 	 	
                /s/ 
                  Jeff Crelia

              	 
	
                 

              	 	 	
                 

              	 


      

       

       

      
         

        
          	 	 	 	 J.
                  JIREH, INC.	 
	
                   

                	 	 	
                   

                	 
	
                   

                	 	 	
                  /s/ 
                    Jeff Henderson

                	 
	
                   

                	 	 	
                  Authorized
                    Representative

                	 


        

         

      

       

      
        
           

          
            	 	 	 	 CANADA
                    PHARMACY EXPRESS	 
	
                     

                  	 	 	
                     

                  	 
	
                     

                  	 	 	
                    /s/ 
                      Rick Brugger

                  	 
	
                     

                  	 	 	
                    Authorized
                      Representative

                  	 


          

           

        

      

       

      
         

        
          	 	 	 	 PETER
                  LONGBONS	 
	
                   

                	 	 	
                   

                	 
	
                   

                	 	 	
                  /s/ 
                    Peter Longbons

                	 
	
                   

                	 	 	
                   

                	 


        

         

         

        
           

          
            	 	 	 	 JACK
                    WEST	 
	
                     

                  	 	 	
                     

                  	 
	
                     

                  	 	 	
                    /s/ 
                      Jack West