EXHIBIT 10.21
March 21, 1997
Xxxxxxxxx Co., Inc.
Xxx Xxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
Re: Cafe La France, Inc.
Gentlemen:
In consideration of the agreement by you to act as "best efforts" selling
agent for the initial public offering by Cafe La France, Inc., a Delaware
corporation (the "Company") of up to 1,125,000 shares of common stock, par
value $.01 per share (the "Shares"), pursuant to the underwriting agreement to
be entered into by and between Xxxxxxxxx Co.,Inc. and the Company, the
undersigned agrees that for a period of thirteen (13) months from the effective
date of the Company's registration statement on Form SB-2 regarding the offering
of the Shares, the undersigned will not, without your prior written consent,
publicly offer, sell or dispose of, directly or indirectly, any shares of common
stock of the Company currently outstanding and beneficially owned by the
undersigned.
The undersigned further advises you that as of the date hereof, the
undersigned beneficially owns 1,154,563 shares of common stock of the Company,
including 62,500 which have been pledged as security for a personal guaranty by
the undersigned of the obligations of the Company's subsidiaries under that
certain Security Agreement between CLF2, Inc. and Xxxxxxx X. Xxxxxxxx dated
March 4, 1997.
Very truly yours,
/s/ Xxxxxx X. XxXxxxx
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Xxxxxx X. XxXxxxx
