Form of Lockup Agreement



 Exhibit 10.30 
  
 EXHIBIT A 
  
 [Letterhead of officer, director or initial shareholder of 
 Corporation] 
  
 Boulder
Specialty Brands Inc. 
 Public Offering of Units 
                     , 2005 
  

Citigroup Global Markets Inc. 
 Roth Capital Partners, LLC 
 As Representatives of the several Underwriters, 
 c/o Citigroup Global Markets
Inc. 
 388 Greenwich Street 
 New York, New York 10013

  
 Ladies and Gentlemen: 
  
 This letter is being delivered to you in connection with the proposed
Underwriting Agreement (the “Underwriting Agreement”), between Boulder Specialty Brands Inc., a corporation organized under the laws of Delaware (the “Company”), and each of you as representatives of a group of Underwriters named
therein, relating to an underwritten public offering of Units consisting of one share of the Company’s common stock, par value $.0001 per share (the “Common Stock”) and one warrant to purchase one share of Common Stock, of the
Company. 
  
 In order to induce you and the other Underwriters to
enter into the Underwriting Agreement, the undersigned will not, without the prior written consent of Citigroup Global Markets Inc., offer, sell, contract to sell, pledge or otherwise dispose of, (or enter into any transaction which is designed to,
or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with
the undersigned or any affiliate of the undersigned), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put
equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) and the rules and regulations of the Securities and Exchange
Commission promulgated thereunder with respect to, any shares of capital stock of the Company or any securities convertible into, or exercisable or exchangeable for such capital stock, or publicly announce an intention to effect any such
transaction, for a period of 180 days after the date of the Underwriting Agreement (the “Restricted Period”); provided however that the foregoing sentence shall not apply to (A) shares of Common Stock disposed of as bona fide gifts
approved in writing by Citigroup Global Markets Inc., (B) any transfer for estate planning purposes of shares of Common Stock to persons immediately related to such transferor by blood, marriage or adoption, (C) any trust solely for the benefit of
such transferor and/or the persons described in the preceding clause, or (D) the exercise of an option granted by one or 







 more of the Initial Stockholders to a third party prior to the date hereof; provided, however, that with respect to each
of the transfers described in clauses (A), (B), (C) and (D) of this sentence, (i) prior to such transfer, the transferee of such transfer, or the trustee or legal guardian on behalf of any transferee, agrees in writing to be bound by the terms of
this letter and (ii) no filing by any party under the Exchange Act shall be required or shall be voluntarily made in connection with such disposition or transfer. 
  
 The term the “Restricted Period” means the period commencing on the date hereof and ending 180 days after the date
of the Underwriting Agreement, except that if (a) during the last 17 days of the Restricted Period the Company issues an earnings release or material news or a material event relating to the Company occurs or (b) prior to the expiration of the
Restricted Period the Company announces that it will release earnings results during the 16 day period beginning on the last day of the Restricted Period, then the Restricted Period shall end on and include the 18th day following the date of the
issuance of the earnings release or the occurrence of the material news or material event. 
  

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 If for any reason the Underwriting Agreement shall be terminated prior to the Closing Date (as defined in
the Underwriting Agreement), the agreement set forth above shall likewise terminate and be of no force or effect. 
  

			
	Yours very truly,
	
	[Signature of officer, director or major stockholder]
	
	[Name and address of officer, director or major stockholder]


  

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