from SB-2/A
1 page
<page>46 Agreement Whereas, Makepeace Capital Corp. Hereafter the "Corporation", Is in the Process of Registering a Portion of Its Securities for Sale to the Public; Whereas, an Officer and Director, an Entity Controlled by an Officer and Director and a Principal Shareholder of the Corporation Are Listed as Selling Securityholders in the Registration Statement; and Whereas, the Corporation, These Individuals and the Entities Wish to Avoid Any Conflicts of Interest Regarding the Public Offering It Is Hereby Agreed the Above Individuals and Entity Agree Not to Sell the Warrants During the Offering Period. the Offering Period Consists of the Primary Offering by the Company and the Secondary Offering by the Selling Shareholders. After the Offering Period, in the Event the Shareholder Exercises Any Warrants, the Stock Issued to the Shareholder Pursuant to the Exercise Shall Be Locked in and Restricted From Trading for a Period of One Year. a Notice Is to Be Placed on the Face of Each Stock Certificate Covered by the Terms of the Agreement Stating That the Transfer of the Stock Evidenced by the Certificate Is Restricted Until Twelve (12) Months From the Date of Issuance. the Shareholders Also Agree Not to Sell or Otherwise Transfer Their Interest in the Warrants Except to an Underwriter or Other Market Makers in the Stock Once a Market Is Established. the Shareholders Further Agree That the Total Value in Cash, or Other Consideration, Paid by the Buyer to the Seller Shall Not Exceed $.01 Per Warrant. Agreed to This 16th Day of November, 1998 Makepeace Capital Corp. By: /S/ W. Ross C. Corace W. Ross C. Corace, President /S/ Geneva Corace Geneva Corace, Individually Meadow Run Farms, Inc. By: /S/W. Ross C. Corace W. Ross C. Corace, President
