EXHIBIT 10.20
LOCK-UP AGREEMENT
January 24, 2000
Corporate Financial Enterprises, Inc.
American Equities, LLC
0000 Xxxx Xxxxxx
Xxx Xxxxxxx, XX 00000
RE: Omni Nutraceuticals, Inc. (the "Company")
Ladies and Gentlemen:
For good and valuable consideration, receipt of which is hereby
acknowledged, the undersigned hereby agrees, for a period (the "Lock-up Period")
commencing on the date hereof and ending July 24, 2000, we hereby agree not to
sell, loan, pledge, assign, transfer, encumber, distribute, grant or otherwise
dispose of, directly or indirectly, or offer, contract or otherwise agree to do
any of the foregoing, any rights with respect to (a) any shares of the common
stock (the "Common Stock"), of the Company, (b) any options or warrants to
purchase any shares of Common Stock or any securities convertible into, or
exchangeable for, shares of Common Stock, or (c) any securities convertible into
or exchangeable for shares of Common Stock (collectively, the "Securities"), in
each case now owned or hereafter acquired directly or indirectly by the
undersigned or with respect to which the undersigned has or hereafter acquires
the power of disposition during the Lock-up Period (collectively a
"Disposition"), otherwise than (i) as a bona fide gift or gifts, provided the
donee or donees thereof agree to be bound by this Lock-up Agreement, (ii) with
the prior written consent of Corporate Financial Enterprises, Inc. (the
"Representative"), (iii) in a private placement pursuant to which the
transferred securities contain a restrictive legend preventing the sale of such
securities for one year following such sale, or (iv) sales after 90 days from
the date hereof to American Equities, LLC or Corporate Financial Enterprises,
Inc. (the "Investors") at a price equal to 85% of the average of the three
lowest closing bid prices reported for the Company's common stock during the 30
trading days prior to the date of such sale, of up to 50% of the number of
shares of common stock which would otherwise be permitted to be sold pursuant to
Rule 144 by an affiliate of the Company (provided, however, that if Investors
elect not to purchase such shares, we shall be permitted to sell such shares
without restriction). The foregoing restriction is expressly agreed to preclude
the undersigned holder of the Securities from engaging during the Lock-up Period
in any hedging or other transaction which is designed to, or reasonably expected
to lead to or result in a Disposition of the Securities, even if such Securities
would be disposed of by someone other than the undersigned.
Very truly yours,
/s/ Xxxx Xxxxx /s/ R. Xxxxxxx Xxxxxx
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Xxxx Xxxxx R. Xxxxxxx Xxxxxx
