Lock-up Agreement



 EXHIBIT 10.2 
  
 DATREK ACQUISITION, INC. 
 A
Florida Corporation 
  
 LOCK-UP AGREEMENT

  
 THIS LOCK-UP AGREEMENT dated as of October 15, 2004
(the “Agreement”), is entered into by and among Datrek Acquisition, Inc., a Florida corporation (the “Company”), Stanford Venture Capital Holdings, Inc., a Delaware corporation
(“Stanford”), and Datrek Professional Bags, Inc., a Tennessee corporation (“Datrek”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Securities
Purchase Agreement (as defined below). 
  
 W I T N E S S E T H:

  
 WHEREAS, simultaneously with the execution and
delivery of this Agreement, Datrek will enter into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Datrek Acquisition, Inc. (“DAI”) pursuant to which Datrek will sell
its assets to DAI; and 
  
 WHEREAS, as part of the
consideration under the Asset Purchase Agreement, DAI will deliver to Datrek 2,200,000 shares of the common stock of the Company (the “Shares”); and 
  
 WHEREAS, Datrek has agreed to a lock-up of the Shares for a 36-month period ending September 30, 2007 (the
“Lock-Up Termination Date”); and 
  
 WHEREAS, it is condition to the consummation of the Asset Purchase Agreement that this Agreement by executed and delivered by Datrek; and 
  
 WHEREAS, pursuant to the Securities Purchase Agreement dated as of October     , 2004 (the
“Securities Purchase Agreement”) entered into by and among the Company and Stanford, Stanford has agreed to acquire the securities of the Company set forth in the Securities Purchase Agreement; and 
  
 WHEREAS, it is a condition to the Securities Purchase Agreement that
Datrek execute this Agreement. 
  
 NOW, THEREFORE, in
consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 
  
 13. PROHIBITED TRANSFERS 
  
 (a) Datrek shall not sell, assign, transfer, pledge,
hypothecate, mortgage, encumber or otherwise dispose (a “Transfer”) of all or any of the Shares prior to the Lock-Up Termination Date. The term “dispose” includes, but is not limited to, the act of
selling, assigning, transferring, pledging, hypothecating, encumbering, mortgaging, giving and any other form of 

  









 
disposing or conveying, whether voluntary or by operation of law, except for, a private sale where the purchaser agrees to be bound by each and all the
restrictions in this Agreement as if such purchaser was an original holder of the Shares. Notwithstanding the foregoing, Datrek may Transfer shares pursuant to the Tag-Along and Drag Along provisions of Sections 7 and 8, respectively, of that
certain Shareholders Agreement, dated as of the date hereof, by and among the parties hereto. 
  
 (b) No transfer of Shares otherwise permitted by this Agreement may be made unless (i) the Shares shall have first been registered under
the Securities Act of 1933, as amended (the “Securities Act”); (ii) the Company shall have first been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such transfer
is exempt from the registration requirements of the Securities Act; or (iii) such transfer is within the limitations of and in compliance with Rule 144 under the Securities Act. 
  
 (c) Any transfer or other disposition of Shares in violation of the restrictions on transfer contained
herein shall be null and void and shall not entitle Datrek or any proposed transferee or other person to have any shares of Company Common Stock transferred upon the books of the Company. 
  
 14. RELEASE OF SHARES FROM TRANSFER RESTRICTIONS UPON REQUEST 
  
 Stanford may be petitioned (the “Petition”) in
writing by Datrek to waive some or all of the restrictions of this Agreement with respect to the Shares. If Stanford releases any of the restrictions on Datrek’s Shares in accordance with the Petition in its sole and absolute discretion
(“Waived Restrictions”), then Stanford shall notify Datrek of such consent and release. 
  
 15. VOTING AND DIVIDEND RIGHTS 
  
 It is understood that Datrek has the right to vote all of the Shares held by it and that it shall be entitled to all dividends or distributions made by
the Company arising in respect of the Shares, in cash, stock or other property, including warrants, options or other rights. 
  
 16. SPECIFIC ENFORCEMENT 
  
 The parties hereby acknowledge and agree that they may be irreparably damaged in the event that this Agreement is not specifically enforced. Upon a breach
or threatened breach of the terms, covenants and/or conditions of this Agreement by any party, any other party shall, in addition to all other remedies, be entitled to a temporary or permanent injunction, without showing any actual damage, and/or a
decree for specific performance, in accordance with the provisions hereof. 
  
 17. LEGEND All certificates evidencing any of the Shares subject to this Agreement shall also bear a legend substantially as follows during the term of this Agreement: 
  
 “The shares represented by this certificate are subject to restrictions
on transfer and may not be sold, exchanged, transferred, pledged, hypothecated or otherwise disposed of except 

  

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in accordance with and subject to all the terms and conditions of a certain Lock-Up Agreement dated as of October     ,
2004 as it may be amended from time to time, a copy of which may be obtain from the Company upon request and without charge.” 
  
 18. NOTICES 
  
 Any notice required or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall be effective upon personal delivery,
via facsimile (upon receipt of confirmation of error-free transmission and mailing a copy of such confirmation, postage prepaid by certified mail, return receipt requested) or two business days following deposit of such notice with an
internationally recognized courier service, with postage prepaid and addressed to each of the other parties thereunto entitled at the following addresses, or at such other addresses as a party may designate by five days advance written notice to
each of the other parties hereto. 
  

			
	Company:	  	Datrek Acquisition, Inc.
	 	  	11 Commerce Road
	 	  	Rockland, Mass 02370
	 	  	Attention: Michael Hedge
	 	  	Telephone: 402-926-5833
	 	  	Facsimile: 781-871-5180
		
	with a copy to:	  	Adorno & Yoss, P.A.
	 	  	2601 South Bayshore Drive
	 	  	Suite 1600
	 	  	Miami, Florida 33133
	 	  	Tel: (305) 860-7363
	 	  	Fax: (305) 858-4777
	 	  	Attn: Seth P. Joseph, Esq.
		
	Stanford:	  	Stanford Venture Capital Holdings, Inc.
	 	  	6075 Poplar Avenue
	 	  	Memphis, TN 38119
	 	  	Attention: James M. Davis, President
	 	  	Tel: (901) 680-5260
	 	  	Fax: (901) 680-5265
		
	with a copy to:	  	Stanford Financial Group
	 	  	5050 Westheimer
	 	  	Houston, TX 77056
	 	  	Attention: Mauricio Alvarado, Esq.
	 	  	Telephone: (713) 964-5145
	 	  	Facsimile: (713) 964-5245

  

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	Datrek:	  	Robert R. Campbell, Esq.
	 	  	Stokes Bartholomew Evans & Petree, P.A.
	 	  	424 Church Street, Suite 2800
	 	  	Nashville, TN 37219
	 	  	Telephone: (615) 259-1450
	 	  	Facsimile: (615) 259-1470

  
 19. GOVERNING LAW;
JURISDICTION 
  
 This Agreement shall be governed by and interpreted in
accordance with the laws of the State of Florida, without regard to its principles of conflict of laws. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement may be brought against any
party in the federal courts of Florida or the state courts of the State of Florida, Miami Dade County, and each of the parties consents to the jurisdiction of such courts and hereby waives, to the maximum extent permitted by law, any objection,
including any objections based on forum non conveniens, to the bringing of any such proceeding in such jurisdictions. 
  
 20. MISCELLANEOUS 
  
 (a) Entire Agreement. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to
the subject matter hereof. This Agreement, including any certificate, schedule, exhibit or other document delivered pursuant to its terms, constitutes the entire agreement among the parties hereto with respect to the subject matters hereof and
thereof, and supersedes all prior agreements and understandings, whether written or oral, among the parties with respect to such subject matters. 
  
 (b) Amendments. This Agreement may not be amended except by an instrument in writing signed by the party to be charged with
enforcement. 
  
 (c) Waiver. No waiver of
any provision of this Agreement shall be deemed a waiver of any other provisions or shall a waiver of the performance of a provision in one or more instances be deemed a waiver of future performance thereof. 
  
 (d) Construction. This Agreement has been entered
into freely by each of the parties, following consultation with their respective counsel, and shall be interpreted fairly in accordance with its respective terms, without any construction in favor of or against either party. 
  
 (e) Binding Effect of Agreement. This Agreement shall
inure to the benefit of, and be binding upon the successors and assigns of each of the parties hereto. 
  
 (f) Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or
unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or unenforceability of this Agreement in any other jurisdiction. 
  
 (g) Attorneys’ Fees. If any action should arise between the parties hereto to enforce or
interpret the provisions of this Agreement, the prevailing party in such action shall be 

  

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reimbursed for all reasonable expenses incurred in connection with such action, including reasonable attorneys’ fees. 
  
 (h) Headings. The headings of this Agreement are for
convenience of reference only and shall not form part of, or affect the interpretation of this Agreement. 
  
 (i) Counterparts. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original and all of
which, when taken together, will be deemed to constitute one and the same agreement. 
  
 [Signatures Begin on Following Page] 
  

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 IN WITNESS WHEREOF, this Agreement has been duly executed by each of the undersigned. 

 

									
	DATREK ACQUISITION, INC.	 	 	 	STANFORD VENTURE CAPITAL HOLDINGS, INC.
					
	By:	 	/s/    MICHAEL S. HEDGE        	 	 	 	By:	 	/s/    JAMES M. DAVIS        
	 Name:
	 	Michael S. Hedge	 	 	 	 	 	James M. Davis
	 Title:
	 	President	 	 	 	 	 	President

  

			
	DATREK PROFESSIONAL BAGS, INC.
		
	By:	 	/s/    DEBORAH RYAN        
	 Name:
	 	Deborah Ryan
	 Title:
	 	President

  

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 JOINDER AND ACCEPTANCE 
  
 Each of the undersigned, intending to be legally bound, and understanding that the Company and SVCH have entered into this
Agreement, covenants that the undersigned shall be bound by the terms and conditions contained in the Agreement. 
  
 The undersigned have executed this Joinder and Acceptance as of the date first above written. 
  

			
		
	By:	 	 
	 	 	Deborah Ryan


  

			
		
	By:	 	 
	 	 	Dennis Ryan


  

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