EXHIBIT 10i
October __, 1996
Coburn & Meredith, Inc.
150 Trumbull Street
Hartford, Connecticut 06103
Shamrock Partners, Ltd.
111 Veterans Square
Media, Pennsylvania 19063
WebSecure, Inc.
1711 Broadway
Saugus, Massachusetts 01906
Re: Lock-up Agreement
Ladies and Gentlemen:
In order to induce Coburn & Meredith and Shamrock Partners
(collectively known as the "Underwriters") and WebSecure, Inc., a Delaware
corporation, and any successor thereof (the "Company"), to enter into an
underwriting agreement with respect to the initial public offering of shares of
Common Stock to be issued by the Company, as described in the Company's
Registration Statement on Form SB-2, the undersigned hereby agrees that for a
period of thirteen (13) months following the effective date of the Registration
Statement, the undersigned will not sell, transfer, assign, hypothecate, pledge
or otherwise dispose of any beneficial interest in (either pursuant to Rule 144
or the regulations under the Securities Act of 1933, as amended, or otherwise)
any securities issued by the Company (the "Securities") registered in the name
of the undersigned or beneficially owned by it without the prior consent of the
Underwriters.
In order to enable you to enforce the aforesaid covenants, the
undersigned hereby consents to the placing of legends and stop-transfer orders
with the transfer agent of the Company's securities with respect to any of the
securities registered in my name or beneficially owned by me.
Coburn & Meredith, Inc.
Shamrock Partners, Ltd.
WebSecure, Inc.
Re: Lock-up Agreement
October __, 1996
Page 2
This letter agreement shall be governed by and construed in accordance
with the laws of the Commonwealth of Massachusetts, without giving effect to
conflict of law principles thereof.
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Signature
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Print Name
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Print Social Security Number or
Taxpayer I.D. Number