46
AGREEMENT
WHEREAS, Makepeace Capital Corp. hereafter the "Corporation", is in the
process of registering a portion of its securities for sale to the public;
WHEREAS, an officer and director, an entity controlled by an officer and
director and a principal shareholder of the Corporation are listed as Selling
Securityholders in the registration statement; and
WHEREAS, the Corporation, these individuals and the entities wish to avoid
any conflicts of interest regarding the public offering
IT IS HEREBY AGREED the above individuals and entity agree not to sell the
warrants during the offering period. The offering period consists of the
primary offering by the Company and the secondary offering by the selling
shareholders. After the offering period, in the event the shareholder
exercises any warrants, the stock issued to the shareholder pursuant to the
exercise shall be locked in and restricted from trading for a period of one
year. A notice is to be placed on the face of each stock certificate
covered by the terms of the Agreement stating that the transfer of the stock
evidenced by the certificate is restricted until twelve (12) months from the
date of issuance. The shareholders also agree not to sell or otherwise
transfer their interest in the warrants except to an underwriter or other
market makers in the stock once a market is established. The shareholders
further agree that the total value in cash, or other consideration, paid by
the buyer to the seller shall not exceed $.01 per warrant.
Agreed to this 16th day of November, 1998
Makepeace Capital Corp.
By: /s/ X. Xxxx X. Xxxxxx
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X. Xxxx X. Xxxxxx, President
/s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx, individually
Meadow Run Farms, Inc.
By: /s/X. Xxxx X. Xxxxxx
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X. Xxxx X. Xxxxxx, President
