EXHIBIT 1
FOUNDERS FOOD & XXXXXXX LTD.
Public Offering of Units
June ___, 2000
X. X. Xxxxxxxx & Company
One Financial Plaza
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Ladies and Gentlemen:
This letter is being delivered to you in connection with the
Underwriting Agreement (the "Underwriting Agreement") between Founders Food &
Xxxxxxx Ltd., a Minnesota corporation (the "Company"), and you, as the
Underwriter named in the Underwriting Agreement, relating to an underwritten
public offering of Units ("Units") of the Company, each Unit consisting of one
share of common stock ("Common Stock") and one Redeemable Class A Warrant to
purchase one share of Common Stock (the "Warrant").
In order to induce you to enter into the Underwriting Agreement, the
undersigned officer and director of the Company agrees that, without your prior
express written consent, the undersigned will not offer, sell, contract to sell,
grant any option to purchase, or otherwise dispose of, or arrange for the
contingent disposition of any registered or unregistered equity securities of
the Company or any securities convertible into, or exercisable or exchangeable
for, registered or unregistered equity securities of the Company (except by gift
to a donee who agrees to be bound by the terms hereof and except for the BONA
FIDE pledge of such securities to a pledgee who agrees to be bound by the terms
hereof) for the period of one (1) year after the date that the Registration
Statement relating to the sale of the Units has been declared effective by the
Securities and Exchange Commission.
If, for any reason, the Underwriting Agreement shall be terminated
prior to the First Closing Date (as defined in the Underwriting Agreement), the
agreement set forth above shall likewise be terminated.
Very truly yours,
--------------------
[name]
[title]
Page 17 of 17 Pages
