1
EXHIBIT 1.4
________________, 1997
Xx. Xxxxxx X. Xxxxxx
Managing Director - Corporate Finance
Xxxxxx, Xxxxxxx & Co., Inc.
00 Xxxx 00xx Xxxxxx - 00xx Xxxxx
Xxx Xxxx, XX 00000
Re: COMMON STOCK OF SURREY, INC.
OWNED BY JOHN VAN DER XXXXX
Dear Xx. Xxxxxx:
The undersigned hereby agrees not to sell or transfer the 1,122,727
shares of common stock, no par value, of Surrey, Inc. (the "Common Stock") for
a period of twenty (20) months from the closing date of the initial public
offering of Surrey, Inc. without the prior written consent of Stuart, Coleman &
Co., Inc.
Notwithstanding anything to the contrary contained above, I understand
that I may transfer some of the shares of Common Stock to members of my
immediate family, providing each one signs a separate agreement agreeing to be
bound by the twenty (20) month lock-up period.
Very truly yours,
Xxxx van der Xxxxx