AGREEMENT
THIS AGREEMENT is made and entered into this 28th day of July, 2000, by and
between Xxxxxxxxxxxxx.xxx, Inc., a Nevada Corporation (the "Company"), Xxxx
Xxxxx Family Ltd., Partnership, The Xxxxx Family Ltd, Partnership and Xxxxxxxx
Xxxxxx.
WHEREAS, the undersigned are the shareholders of 1,525,000 shares (the
"Shares") of common Stock, $.001 par value per share (the "Common Stock") of the
Company, a Nevada Corporation; and
WHEREAS, in order to facilitate the consummation of the transactions
contemplated by an SB-2 Registration by the Company, the undersigned desire to
"lock Up"" their collective 1,525,000 shares of Common Stock of the Company
("Lock up Shares"), out of the 3,120,000 shares registered. The lock up shall be
for a period of ten consecutive months commencing if, and when the Company
become a publically trading entity on a US regulated stock exchange. Pursuant
to an instruction from the Company's President to the Company's transfer agent,
said shares shall be released by the Company's transfer agent pro rata on a date
certain each month until the shares have all been released, to wit: 73,500
shares of the 735,000 shares to be issued to Xxxx Xxxxx Family Ltd. Partnership
shall be released each month; 73,500 shares of the 735,000 shares to be issued
to Xxxxx Family Ltd. Partnership shall be released each month and 5,000 shares
of the 50,000 shares to be issued to Xxxxxxxx Xxxxxx shall be released each
month.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants agreements, representatives and warranties contained herein, the
undersigned hereby agrees (i) not to sell, assign, transfer, convey or otherwise
alienate the 1,525,000 lock up shares of the Company's Common Stock, for a
period of one, two, three, four, five, six, seven, eight, nine and ten
consecutive months after the Company has become a publically trading entity on a
US Stock Exchange as set forth above herein; and (ii) that a legend reflecting
the foregoing "Lock up" restriction may be placed on the certificate(s)
representing the shares of common stock subject to the 'lock up" provisions.
IN WITNESS WHEREOF, the undersigned has duly executed and delivered this
Agreement as of the day and year first written above.
Xxxx Xxxxx Family Ltd. Partnership 735,000 Shares
/s___________________________
By: Xxxx Xxxxx, Managing Partner
Xxxxx Family Ltd. Partnership 735,000 Shares
/s___________________________
By: Xxxxxxxx Xxxxx, Managing Partner
Xxxxxxxx Xxxxxx 50,000 Shares
/s___________________________
By: Xxxxxxxx Xxxxxx
