45
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 that the undersigned will not sell any of their Common
Shares of the Corporation, as disclosed in the "Selling Securityholders"
section of the registration statement filed with the Securities and Exchange
Commission, until the Company's offer is fully subscribed or terminated.
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
Gencorp Enterprises, Inc.
By: /s/Xxxxxx Xxxxxx
----------------------------
Xxxxxx Xxxxxx, President
Meadow Run Farms, Inc.
By: /s/X. Xxxx X. Xxxxxx
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X. Xxxx X. Xxxxxx, President
