Philadelphia Mortgage Corp.
0000 Xxxxx Xxxxxxxx Xxxxx
Xxxxx 000
Xxxx Xxxx Xxxx, XX 00000
Atlas Stock Transfer Corporation
0000 Xxxxx Xxxxx Xxxxxx
Xxxx Xxxx Xxxx, XX 00000
Re: Registration Agreement respecting certain shares of
common stock of Philadelphia Mortgage Corp., a Nevada
corporation (the "Company"), and related instructions
to Atlas Stock Transfer Corporation ("TA")
Dear Ladies and Gentlemen:
In furtherance of compliance with the Securities Act of 1933, as
amended (the "Securities Act"), the General Rules and Regulations promulgated
thereunder by the United States Securities and Exchange Commission (the
"Commission") and the letter dated January 20, 2000, of Xxxxxxx X. Xxxxx, who
was the Chief of the Commission's Office of Small Business, that was addressed
to Xxx Worm, the Assistant Director of the OTC Compliance Unit of NASD (the
"Xxxxx letter"), the undersigned person agrees as follows:
(1) That the following stock certificate and the shares of
common stock of the Company represented thereby shall not be
publicly sold unless and until: (i) there is a Registration
Statement filed with the Commission covering this stock
certificate and the shares of common stock represented
thereby, which has become effective; or (ii) the Commission
provides a "no action" letter which indicates that
registration prior to resale of this stock certificate and
the shares of common stock represented thereby is not
required under Section 5 of the Securities Act as there is
an available exemption for the resale of these securities by
the undersigned; or (iii) there is a finding by a United
States District Court having original jurisdiction or a
state court having concurrent jurisdiction regarding the
Securities Act, to the effect that this stock certificate
and the shares of common stock represented thereby can be
resold by the undersigned or successors without registration
under the Securities Act.
(2) The undersigned person agrees and does hereby advise
Philadelphia Mortgage Corp. and TA that they are hereby
authorized to place a restriction on the stock certificate
referred herein below on its presentation, reflecting the
terms and conditions of this Registration Agreement, and
that Philadelphia Mortgage Corp. and TA shall make
appropriate notations in the transfer records maintained for
and on behalf of the Company to the effect that the
following stock certificate has "stop transfer" instructions
until one of the foregoing conditions has been met.
(3) The undersigned shall promptly courier to TA the following
stock certificate for the imprinting of an appropriate
legend reflecting this Registration Agreement. The stock
certificate subject to this Registration Agreement is as
follows:
Stock Number of
Name and Address Certificate No. Shares
Xxxxxx Services, Inc. SL 001043 150,000
0000 Xxxxx Xxxxxxxx Xxxxx
Xxxxx 000
Xxxx Xxxx Xxxx, XX 00000
Date: ___________________ ____________________________________
Xxxxxx X. Xxxxxx, Vice President
