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EXHIBIT 10.3
FORM OF LOCK-UP AGREEMENT
Debt Resolve, Inc.
707 Westchester Avenue, Lobby Level
White Plains, New York 10604
Ladies and Gentlemen:
The undersigned, an
owner of (i) a 7% senior convertible promissory note of
Debt Resolve, Inc., a Delaware corporation
(the "Company"), in the principal
amount of $_________, initially convertible
into _________________ shares of
common stock, par value $.001 per share, of
the Company (the "Common Stock") and
(ii) warrants to purchase _________________
shares of Common Stock, understands
that the Company is preparing to file with
the U.S. Securities and Exchange
Commission ("SEC") a registration statement
(the "Registration Statement") for
the registration of certain securities of
the Company (including the shares of
Common Stock underlying the note and
warrants held by the undersigned) in
connection with a proposed initial public
offering of such securities (the
"Offering"). The undersigned further
understands that Maxim Group LLC (the
"Underwriter") is the proposed underwriter
for the Offering.
In order to
induce the Underwriter to proceed with the Offering, the
undersigned agrees, for the benefit of the
Company and the Underwriter, that
should the Offering become effective, the
undersigned will n