This Lock-up Agreement (the "Lock-Up Agreement") dated as of ______________, 2004, is by and between
DataMEG Corp., a New York corporation, having usual place of business at XXXXX XXXX XXX, XXXXX
XXXX, Boston, MA 02116 ("DataMEG") and Rex Hester, of XXXXX XXXX XXXXX XXX XXXXXX,
North Carolina ("Hester").
WHEREAS, on the date hereof, DataMEG and Hester entered into that certain Settlement Agreement and
Mutual Release ("Settlement Agreement") (capitalized terms used and not otherwise defined herein shall have the
respective meanings ascribed to them in the Settlement Agreement);
WHEREAS, pursuant to Section 1 of the Settlement Agreement DataMEG shall deliver to the Hester One
Million Seven Hundred Fifty Thousand (1,750,000) shares of the common stock, $.01 par value of DataMEG,
to be subject to this Lock-Up Agreement.
WHEREAS, as an inducement and a condition to DataMEG entering into the Settlement Agreement, and
incurring the obligations set forth therein, DataMEG has required that Hester enter into this Lock-Up Agreement.
NOW THEREFORE, for and in consideration of the mutual agreements, terms, covenants and conditions herein
and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the
parties agree as follows:
1. Recitals. The foregoing recitals are incorporated into and made an integral part of this Lock-Up Agreement.
2. Lock-up. DataMEG entered into the Settlement Agreement and Mutual Release in reliance upon the
covenants of Hester contained herein, and for other good and valuable consideration, receipt of which is hereby
acknowledged, Hester agrees, for the benefit of DataMEG, that in each calendar month, for as long as Hester
holds the Option or the shares subject to the Option (the "Lock-Up Period"), not to offer to sell, contract to sell
or otherwise sell, dispose of loan, pledge or grant any rights with respect to (collectively, a "Disposition") any
number of shares of common stock, $.01 par value of