▇▇▇▇▇▇ Mill Associates, Inc.
▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇.
Washington, D.C. 20009
Barhill Acquisition Corporation
▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Re: Lock Up Agreement with Barhill Acquisition Corporation
Gentlemen:
As part of the sale of the shares of Common Stock of Barhill
Acquisition Corporation (the "Company") to the undersigned (the
"Holder"), the Holder hereby represents, warrants, covenants and
agrees, for the benefit of the Company and the holders of record
(the "third party beneficiaries") of the Company's outstanding
securities, including the Company's Common Stock, $.0001 par value
(the "Stock") at the date hereof and during the pendency of this
letter agreement that the Holder will not transfer, sell, contract
to sell, devise, gift, assign, pledge, hypothecate, distribute or
grant any option to purchase or otherwise dispose of, directly or
indirectly, its shares of Stock of the Company owned beneficially or
otherwise by the Holder except in connection with or following
completion of a merger, acquisition or other transaction
by the Company resulting in the Company no longer being classified
as a blank check company as defined in Section 7(b)(3) of the
Securities Act of 1933, as amended.
Any attempted sale, transfer or other disposition in violation
of this letter agreement shall be null and void.
The Holder further agrees that the Company (i) may instruct
its transfer agent not to transfer such securities (ii) may provide
a copy of this letter agreement to the Company's transfer agent for
the purpose of instructing the Company's transfer agent to place a
legend on the certificate(s) evidencing the securities subject
hereto and disclosing that any transfer, sale, contract for sale,
devise, gift, assignment, pledge or hypothecation of such securities
is subject to the terms of this letter agreement and (iii) may
issue stop-transfer instructions to its transfer agent for the
period contemplated by this letter agreement for such securities.
This letter agreement shall be binding upon the Holder, its
agents, heirs, successors, assigns and beneficiaries.
Any waiver by the Company of any of the terms and conditions of
this letter agreement in any instance must be in writing and must be
duly executed by the Company and the Holder and shall not be deemed
or construed to be a waiver of such term or condition for the
future, or of any subsequent breach thereof.
The Holder agrees that any breach of this letter agreement will
cause the Company and the third party beneficiaries irreparable
damage for which there is no adequate remedy at law. If there is a
breach or threatened breach of this letter agreement by the Holder,
the Holder hereby agrees that the Company and the third party
beneficiaries shall be entitled to the issuance of an immediate
injunction without notice to restrain the breach or threatened
breach. The Holder also agrees that the Company and all third party
beneficiaries shall be entitled to pursue any other remedies for
such a breach or threatened breach, including a claim for money
damages.
▇▇▇▇▇▇ and accepted this 9th day of June, 1998
THE HOLDER
By: ____________________________________
President, ▇▇▇▇▇▇ Mill Associates, Inc.
