EXHIBIT 1
December 30, 1996
EnSys Environmental Products, Inc.
0000 Xxxxxxx Xxxxxxxxx
Xxxxxx, Xxxxx Xxxxxxxx 00000
Dear Ladies and Gentlemen:
In consideration of the benefit to the stockholders of Strategic
Diagnostics Inc. ("Company") of the merger of the Company with and into EnSys
Environmental Products, Inc. ("EnSys"), pursuant to the Agreement and Plan of
Merger between the Company and EnSys dated as of October 11, 1996, and for other
good and valuable consideration, the receipt of which is hereby acknowledged,
the undersigned hereby agrees that, without the prior written consent of EnSys,
he or she will not sell, contract to sell, or otherwise dispose of for value,
any of the EnSys Preferred Stock, Common Stock or any security exchangeable or
exercisable for or convertible into EnSys Common Stock, beneficially owned by
the undersigned until the date which is six (6) months from the date hereof;
provided that the undersigned may pledge or cause to be pledged any or all of
such shares or other securities in bona fide loan transactions with established
financial lending institutions.
/s/ Xxxxxxx X. Xxxxxxxxx
____________________________
Xxxxxxx X. Xxxxxxxxx, Ph.D.
