**EXHIBIT 10.8**

 

**LOCK-UP AGREEMENT**

 

April 15, 2003 

 

Next, Inc. 

7625 Hamilton Park Drive 

Suite 12 

Chattanooga, TN 37431 

 

In consideration for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, The William B. III and Cindy S. HensleyFamily Limited Partnership (“Stockholder”) agrees that Stockholder will not, directly or indirectly, sell, offer, contract or option to sell (including without limitation any short sale), pledge, transfer, establish an open “putequivalent position” within the meaning of Rule 16a-l(h) under the Securities Exchange Act of 1934, as amended, or otherwise dispose of any equity securities (the “Shares”) of Next, Inc. (“Next”), or publicly announceStockholder’s intention to do any of the foregoing, for a period commencing on the date hereof and, subject to the paragraph immediately following, continuing for thirty-six (36) months thereafter (the “Lock-Up Period”). Stockholderagrees and consents to the entry of stop transfer instructions with Next’s transfer agent and registrar precluding the transfer of Shares held by Stockholder except in compliance with the restrictions set forth herein. 

 

Stockholder and Next agree that a majority of the Shares held by Dan F.Cooke, The William B. III and Cindy S. Hensley Family Limited Partnership, Charles L. Thompson and Sean Garber may elect to terminate this Lock-Up Agreement on the last day of the initial twelve (12) month period hereof and thereafter on the lastday of each subsequent six (6) month period until the last day of the Lock-Up Period; provided, however, that such election is made in writing thirty (30) days prior to the effective date of such termination. Upon such election, the Lock-UpAgreements to which Dan F. Cooke, The William B. III and Cindy S. Hensley Family Limited Partnership, Charles L. Thompson and Sean Garber shall all be terminated. 

 

Notwithstanding anything herein contained to the contrary, after the expiration of the initial twelve (12) months of theLock-Up Period, each of Dan F. Cooke, The William B. III and Cindy S. Hensley Family Limited Partnership, Charles L. Thompson and Sean Garber may enter into one (1) arms-length private transaction with an independent third party and sell for cash orother immediately available funds not less than 250,000 Shares and not more than 500,000 Shares; provided, however, that such sale shall be in compliance with all applicable state and federal securities laws (the compliance with which shall bedetermined by Next in its sole discretion) and the purchaser of such Shares shall enter into a lockup agreement with terms identical to the lockup agreement to which such selling stockholder is a party. 

 

This Agreement shall terminate immediately should Next fail to timely fileany mandatory disclosure documents with the Securities and Exchange Commission. 

This Agreement is irrevocable unless at least three independent directors of Next’s board ofdirectors approves any amendment or termination hereof, and will be binding on Stockholder and Stockholder’s respective successors, heirs, personal representatives and assigns. 

 

Very truly yours, 

 

 

THE WILLIAM B. III AND

CINDY S. HENSLEY FAMILY 

LIMITED PARTNERSHIP 

 

 

By: /s/ William B.Hensley                                        

Name: William B. Hensley III 

Title: General Partner 

 

Agreed and Accepted: 

 

Next, Inc. 

 

By: /s/ Dan F.Cooke                                        

       Dan F. Cooke, CEO 

 

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