Form of Lock-up And Voting Trust Agreement

EXHIBIT 10.2


FORM OF LOCK-UP AND VOTING TRUST AGREEMENT


LOCK-UP AND VOTING TRUST AGREEMENT


This Lock-up and Voting Trust Agreement (this "AGREEMENT") is made and entered into as of this ___ day of __________, 2007, by and between by and among WORLDWIDE STRATEGIES INCORPORATED, a Nevada corporation ("WWSI"), CENTRIC RX, INC., a Nevada corporation ("CENTRIC"), and the group consisting of Jim Crelia, Jeff Crelia, J. Jireh, Inc., a Nevada Corporation, Canada Pharmacy Express, Ltd., a Canadian corporation, Peter Longbons, and Jack West (the "SHAREHOLDERS").


WHEREAS, it is a condition to that certain Share Exchange Agreement by and among WWSI, CENTRIC, and the CENTRIC Shareholders, executed on _____________, 2007 (the "SHARE EXCHANGE"), that the parties hereto enter into this Agreement.


NOW, THEREFORE, in consideration of the foregoing and in consideration of the mutual promises set forth herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:


1. LOCK-UP. The undersigned will not offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights with respect to (collectively, a "DISPOSITION") any WWSI Common Stock, any options or warrants to purchase any WWSI Common Stock or any securities convertible into or exchangeable for WWSI Common Stock (collectively, "SECURITIES") now owned or hereafter acquired directly by the Shareholders or with respect to which the Shareholders have or hereafter acquire the power of disposition, otherwise than:


(A) as a bona fide gift or gifts, provided the donee or donees
thereof agree in writing to be bound by this restriction,


(B) as a distribution to partners or shareholders of the
Shareholders, provided that the distributees thereof agree in
writing to be bound by the terms of this restriction,


(C) with respect to sales or purchases of WWSI Common Stock
acquired on the open market, or


(D) with the prior unanimous written consent of WWSI's Board of
Directors.


The foregoing restrictions will terminate one year after the Closing of the Acquisition (the "LOCK-UP PERIOD").


The foregoing restriction has been expressly agreed to preclude the holder of the Securities from engaging in any hedging or other transaction which is designed to or reasonably expected to lead to or result in a disposition of Securities during the Lock-Up Period, even if such Securities would be disposed of by someone other than such holder. Such prohibited hedging or other transactions would include, without limitation, any short sale (whether or not against the box) or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any Securities or with respect to any security (other than a broad


based market basket or index) that included, relates to or derives any significant part of its value from Securities.


The undersigned also agrees and consents to the entry of stop transfer instructions with the WWSI's transfer agent and registrar against the transfer of the WWSI Common Stock or Securities held by the undersigned except in compliance with the foregoing restrictions.


2. GRANT OF IRREVOCABLE PROXY. The Shareholders hereby grant to James P.R. Samuels, as agent of WWSI, with full power of substitution, an irrevocable proxy to vote all of the shares of WWSI Common Stock held by the Shareholders which the Shareholders would be entitled to vote at any meeting of WWSI's shareholders or by means of a written consent to action, during the Lock-Up Period.


3. GENERAL PROVISIONS.


(A) NOTICES. All notices, requests, demands and other
communications required or permitted to be given hereunder
shall be in writing and shall be given personally, sent by
facsimile transmission or sent by prepaid air courier or
certified or express mail, postage prepaid to the last known
address of the recipient or to such other address or addresses
as a party may have advised the other. Any such notice shall
be deemed to have been given (a) when received, if delivered
in person, sent by facsimile transmission and confirmed in
writing within three (3) business days thereafter or sent by
prepaid air courier or (b) three (3) business days following
the mailing thereof, if mailed by certified first class mail,
postage prepaid, return receipt requested.


(B) MEDIATION. The p ...