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EXHIBIT 10.11
January __, 1998
Brighton Technologies Corporation
Six Pearl Court
Allendale, New Jersey 07401
National Securities Corporation
0000 Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxxxx 00000-0000
Ladies and Gentlemen:
In order to induce National Securities Corporation (the "Underwriter")
and The Brighton Technologies Corporation (the "Company") to enter into an
underwriting agreement (the "Underwriting Agreement") with respect to the
offering of securities issued by the Company, the undersigned intending to be
legally bound hereby agrees that for a period commencing on the date hereof and
ending thirteen (13) months following the effective date of the registration
statement (the "Registration Statement") relating to the underwritten public
offering of securities issued by the Company, he, she or it will not, without
the prior written consent of the Underwriter, directly or indirectly, issue,
offer to sell, sell, grant an option for the sale of, assign, transfer, pledge,
hypothecate or otherwise encumber or dispose of any securities issued by the
Company, including common stock or securities convertible into or exchangeable
or exercisable for or evidencing any right to purchase or subscribe for any
shares of common stock (the "Securities") (either pursuant to Rule 144 of the
regulations under the Securities Act of 1933, as amended, or otherwise) whether
or not beneficially owned by the undersigned, or dispose of any beneficial
interest therein.
In order to enable the aforesaid covenants, the undersigned
hereby consents to the placing of legends and/or stop-transfer orders with the
Transfer Agent of the Company's Securities with respect to any of the Company's
Securities registered in the name of the undersigned or beneficially owned by
the undersigned.
This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of New York without giving effect to the
choice of law or conflicts of laws principles thereof.
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Brighton Technologies Corporation
National Securities Corporation
January __, 1998
Page 2
Dated: _____________, 1998 ___________________________
Name (Please print or type)
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Address (Please print or type) Signature
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Social Security or
___________________________ Federal Tax I.D. Number
