August 20, 1996
Board of Directors
Walnut Capital, Inc.
16178 East Prentice Place
Aurora, Colorado 80015
Gentlemen:
The undersigned, a beneficial owner of the $.0001 par value common stock
of Walnut Capital, Inc. (the "Company"), understands that the Company intends
to file with the U.S. Securities and Exchange Commission a registration
statement on Form 10-SB (the "Registration Statement"), for the registration
of the Company's Common Stock. As part of the disclosure included in the
Registration Statement, the Company has affirmatively stated that there will
be no trading of the Company's securities until such time as the Company
successfully implements its business plan as described in such Registration
Statement, consummating a merger or acquisition.
In order to insure that the aforesaid disclosure is adhered to, the
undersigned agrees, for the benefit of the Company, that he/she will not offer
to sell, assign, pledge, hypothecate, grant any option for the sale of, or
otherwise dispose of, directly or indirectly, any shares of Common Stock of
the Company owned by him/her, or subsequently acquired through the exercise of
any options, warrants or rights, or conversion of any other security or by
reason of any stock split or other distribution of stock, or grant options,
rights or warrants with respect to any such shares of Common Stock, until the
Company successfully closes a merger or acquisition. Furthermore, the
undersigned will permit all certificates evidencing his/her shares to be
endorsed with the appropriate restrictive legends and will consent to the
placement of appropriate stop transfer orders with the transfer agent of the
Company. Furthermore, the undersigned agrees that all certificates evidencing
his/her shares will be held by Jon D. Sawyer, P.C., legal counsel for the
Company, who will hold the certificates until the Company has completed a
merger or acquisition.
Very truly yours,
/s/ James Ray Sjoerdsma
-------------------------------------------
(Signature of Holder)
James Ray Sjoerdsma
-------------------------------------------
Please Print Name(s)
Number of Shares of
Common Stock Owned: 125,000
August 20, 1996
Board of Directors
Walnut Capital, Inc.
16178 East Prentice Place
Aurora, Colorado 80015
Gentlemen:
The undersigned, a beneficial owner of the $.0001 par value common stock
of Walnut Capital, Inc. (the "Company"), understands that the Company intends
to file with the U.S. Securities and Exchange Commission a registration
statement on Form 10-SB (the "Registration Statement"), for the registration
of the Company's Common Stock. As part of the disclosure included in the
Registration Statement, the Company has affirmatively stated that there will
be no trading of the Company's securities until such time as the Company
successfully implements its business plan as described in such Registration
Statement, consummating a merger or acquisition.
In order to insure that the aforesaid disclosure is adhered to, the
undersigned agrees, for the benefit of the Company, that he/she will not offer
to sell, assign, pledge, hypothecate, grant any option for the sale of, or
otherwise dispose of, directly or indirectly, any shares of Common Stock of
the Company owned by him/her, or subsequently acquired through the exercise of
any options, warrants or rights, or conversion of any other security or by
reason of any stock split or other distribution of stock, or grant options,
rights or warrants with respect to any such shares of Common Stock, until the
Company successfully closes a merger or acquisition. Furthermore, the
undersigned will permit all certificates evidencing his/her shares to be
endorsed with the appropriate restrictive legends and will consent to the
placement of appropriate stop transfer orders with the transfer agent of the
Company. Furthermore, the undersigned agrees that all certificates evidencing
his/her shares will be held by Jon D. Sawyer, P.C., legal counsel for the
Company, who will hold the certificates until the Company has completed a
merger or acquisition.
Very truly yours,
/s/ J. J. Peirce
-------------------------------------------
(Signature of Holder)
J. J. Peirce
-------------------------------------------
Please Print Name(s)
Number of Shares of
Common Stock Owned: 100,000
August 20, 1996
Board of Directors
Walnut Capital, Inc.
16178 East Prentice Place
Aurora, Colorado 80015
Gentlemen:
The undersigned, a beneficial owner of the $.0001 par value common stock
of Walnut Capital, Inc. (the "Company"), understands that the Company intends
to file with the U.S. Securities and Exchange Commission a registration
statement on Form 10-SB (the "Registration Statement"), for the registration
of the Company's Common Stock. As part of the disclosure included in the
Registration Statement, the Company has affirmatively stated that there will
be no trading of the Company's securities until such time as the Company
successfully implements its business plan as described in such Registration
Statement, consummating a merger or acquisition.
In order to insure that the aforesaid disclosure is adhered to, the
undersigned agrees, for the benefit of the Company, that he/she will not offer
to sell, assign, pledge, hypothecate, grant any option for the sale of, or
otherwise dispose of, directly or indirectly, any shares of Common Stock of
the Company owned by him/her, or subsequently acquired through the exercise of
any options, warrants or rights, or conversion of any other security or by
reason of any stock split or other distribution of stock, or grant options,
rights or warrants with respect to any such shares of Common Stock, until the
Company successfully closes a merger or acquisition. Furthermore, the
undersigned will permit all certificates evidencing his/her shares to be
endorsed with the appropriate restrictive legends and will consent to the
placement of appropriate stop transfer orders with the transfer agent of the
Company. Furthermore, the undersigned agrees that all certificates evidencing
his/her shares will be held by Jon D. Sawyer, P.C., legal counsel for the
Company, who will hold the certificates until the Company has completed a
merger or acquisition.
Very truly yours,
CHARITABLE REMAINDER TRUST OF TIMOTHY J.
BRASEL
By/s/ Timothy J. Brasel
-------------------------------------------
(Signature of Holder)
Timothy J. Brasel, Trustee
-------------------------------------------
Please Print Name(s)
Number of Shares of
Common Stock Owned: 75,000
August 20, 1996
Board of Directors
Walnut Capital, Inc.
16178 East Prentice Place
Aurora, Colorado 80015
Gentlemen:
The undersigned, a beneficial owner of the $.0001 par value common stock
of Walnut Capital, Inc. (the "Company"), understands that the Company intends
to file with the U.S. Securities and Exchange Commission a registration
statement on Form 10-SB (the "Registration Statement"), for the registration
of the Company's Common Stock. As part of the disclosure included in the
Registration Statement, the Company has affirmatively stated that there will
be no trading of the Company's securities until such time as the Company
successfully implements its business plan as described in such Registration
Statement, consummating a merger or acquisition.
In order to insure that the aforesaid disclosure is adhered to, the
undersigned agrees, for the benefit of the Company, that he/she will not offer
to sell, assign, pledge, hypothecate, grant any option for the sale of, or
otherwise dispose of, directly or indirectly, any shares of Common Stock of
the Company owned by him/her, or subsequently acquired through the exercise of
any options, warrants or rights, or conversion of any other security or by
reason of any stock split or other distribution of stock, or grant options,
rights or warrants with respect to any such shares of Common Stock, until the
Company successfully closes a merger or acquisition. Furthermore, the
undersigned will permit all certificates evidencing his/her shares to be
endorsed with the appropriate restrictive legends and will consent to the
placement of appropriate stop transfer orders with the transfer agent of the
Company. Furthermore, the undersigned agrees that all certificates evidencing
his/her shares will be held by Jon D. Sawyer, P.C., legal counsel for the
Company, who will hold the certificates until the Company has completed a
merger or acquisition.
Very truly yours,
CHARITABLE REMAINDER TRUST OF MARY JANE
BRASEL
By/s/ Timothy J. Brasel
-------------------------------------------
(Signature of Holder)
Timothy J. Brasel, Trustee
-------------------------------------------
Please Print Name(s)
Number of Shares of
Common Stock Owned: 50,000
August 20, 1996
Board of Directors
Walnut Capital, Inc.
16178 East Prentice Place
Aurora, Colorado 80015
Gentlemen:
The undersigned, a beneficial owner of the $.0001 par value common stock
of Walnut Capital, Inc. (the "Company"), understands that the Company intends
to file with the U.S. Securities and Exchange Commission a registration
statement on Form 10-SB (the "Registration Statement"), for the registration
of the Company's Common Stock. As part of the disclosure included in the
Registration Statement, the Company has affirmatively stated that there will
be no trading of the Company's securities until such time as the Company
successfully implements its business plan as described in such Registration
Statement, consummating a merger or acquisition.
In order to insure that the aforesaid disclosure is adhered to, the
undersigned agrees, for the benefit of the Company, that he/she will not offer
to sell, assign, pledge, hypothecate, grant any option for the sale of, or
otherwise dispose of, directly or indirectly, any shares of Common Stock of
the Company owned by him/her, or subsequently acquired through the exercise of
any options, warrants or rights, or conversion of any other security or by
reason of any stock split or other distribution of stock, or grant options,
rights or warrants with respect to any such shares of Common Stock, until the
Company successfully closes a merger or acquisition. Furthermore, the
undersigned will permit all certificates evidencing his/her shares to be
endorsed with the appropriate restrictive legends and will consent to the
placement of appropriate stop transfer orders with the transfer agent of the
Company. Furthermore, the undersigned agrees that all certificates evidencing
his/her shares will be held by Jon D. Sawyer, P.C., legal counsel for the
Company, who will hold the certificates until the Company has completed a
merger or acquisition.
Very truly yours,
BRASEL FAMILY PARTNERS, LTD.
By/s/ Timothy J. Brasel
-------------------------------------------
(Signature of Holder)
Timothy J. Brasel, General Partner
-------------------------------------------
Please Print Name(s)
Number of Shares of
Common Stock Owned: 200,000
August 20, 1996
Board of Directors
Walnut Capital, Inc.
16178 East Prentice Place
Aurora, Colorado 80015
Gentlemen:
The undersigned, a beneficial owner of the $.0001 par value common stock
of Walnut Capital, Inc. (the "Company"), understands that the Company intends
to file with the U.S. Securities and Exchange Commission a registration
statement on Form 10-SB (the "Registration Statement"), for the registration
of the Company's Common Stock. As part of the disclosure included in the
Registration Statement, the Company has affirmatively stated that there will
be no trading of the Company's securities until such time as the Company
successfully implements its business plan as described in such Registration
Statement, consummating a merger or acquisition.
In order to insure that the aforesaid disclosure is adhered to, the
undersigned agrees, for the benefit of the Company, that he/she will not offer
to sell, assign, pledge, hypothecate, grant any option for the sale of, or
otherwise dispose of, directly or indirectly, any shares of Common Stock of
the Company owned by him/her, or subsequently acquired through the exercise of
any options, warrants or rights, or conversion of any other security or by
reason of any stock split or other distribution of stock, or grant options,
rights or warrants with respect to any such shares of Common Stock, until the
Company successfully closes a merger or acquisition. Furthermore, the
undersigned will permit all certificates evidencing his/her shares to be
endorsed with the appropriate restrictive legends and will consent to the
placement of appropriate stop transfer orders with the transfer agent of the
Company. Furthermore, the undersigned agrees that all certificates evidencing
his/her shares will be held by Jon D. Sawyer, P.C., legal counsel for the
Company, who will hold the certificates until the Company has completed a
merger or acquisition.
Very truly yours,
/s/ Janet M. Brasel
-------------------------------------------
(Signature of Holder)
Janet M. Brasel, Custodian for Tyler Jay
Brasel
-------------------------------------------
Please Print Name(s)
Number of Shares of
Common Stock Owned: 75,000
August 20, 1996
Board of Directors
Walnut Capital, Inc.
16178 East Prentice Place
Aurora, Colorado 80015
Gentlemen:
The undersigned, a beneficial owner of the $.0001 par value common stock
of Walnut Capital, Inc. (the "Company"), understands that the Company intends
to file with the U.S. Securities and Exchange Commission a registration
statement on Form 10-SB (the "Registration Statement"), for the registration
of the Company's Common Stock. As part of the disclosure included in the
Registration Statement, the Company has affirmatively stated that there will
be no trading of the Company's securities until such time as the Company
successfully implements its business plan as described in such Registration
Statement, consummating a merger or acquisition.
In order to insure that the aforesaid disclosure is adhered to, the
undersigned agrees, for the benefit of the Company, that he/she will not offer
to sell, assign, pledge, hypothecate, grant any option for the sale of, or
otherwise dispose of, directly or indirectly, any shares of Common Stock of
the Company owned by him/her, or subsequently acquired through the exercise of
any options, warrants or rights, or conversion of any other security or by
reason of any stock split or other distribution of stock, or grant options,
rights or warrants with respect to any such shares of Common Stock, until the
Company successfully closes a merger or acquisition. Furthermore, the
undersigned will permit all certificates evidencing his/her shares to be
endorsed with the appropriate restrictive legends and will consent to the
placement of appropriate stop transfer orders with the transfer agent of the
Company. Furthermore, the undersigned agrees that all certificates evidencing
his/her shares will be held by Jon D. Sawyer, P.C., legal counsel for the
Company, who will hold the certificates until the Company has completed a
merger or acquisition.
Very truly yours,
/s/ Janet M. Brasel
-------------------------------------------
(Signature of Holder)
Janet M. Brasel, Custodian for Colton R.
Brasel
-------------------------------------------
Please Print Name(s)
Number of Shares of
Common Stock Owned: 75,000
August 20, 1996
Board of Directors
Walnut Capital, Inc.
16178 East Prentice Place
Aurora, Colorado 80015
Gentlemen:
The undersigned, a beneficial owner of the $.0001 par value common stock
of Walnut Capital, Inc. (the "Company"), understands that the Company intends
to file with the U.S. Securities and Exchange Commission a registration
statement on Form 10-SB (the "Registration Statement"), for the registration
of the Company's Common Stock. As part of the disclosure included in the
Registration Statement, the Company has affirmatively stated that there will
be no trading of the Company's securities until such time as the Company
successfully implements its business plan as described in such Registration
Statement, consummating a merger or acquisition.
In order to insure that the aforesaid disclosure is adhered to, the
undersigned agrees, for the benefit of the Company, that he/she will not offer
to sell, assign, pledge, hypothecate, grant any option for the sale of, or
otherwise dispose of, directly or indirectly, any shares of Common Stock of
the Company owned by him/her, or subsequently acquired through the exercise of
any options, warrants or rights, or conversion of any other security or by
reason of any stock split or other distribution of stock, or grant options,
rights or warrants with respect to any such shares of Common Stock, until the
Company successfully closes a merger or acquisition. Furthermore, the
undersigned will permit all certificates evidencing his/her shares to be
endorsed with the appropriate restrictive legends and will consent to the
placement of appropriate stop transfer orders with the transfer agent of the
Company. Furthermore, the undersigned agrees that all certificates evidencing
his/her shares will be held by Jon D. Sawyer, P.C., legal counsel for the
Company, who will hold the certificates until the Company has completed a
merger or acquisition.
Very truly yours,
/s/ Janet M. Brasel
-------------------------------------------
(Signature of Holder)
Janet M. Brasel, Custodian for Justin
Thomas Brasel
-------------------------------------------
Please Print Name(s)
Number of Shares of
Common Stock Owned: 50,000
August 20, 1996
Board of Directors
Walnut Capital, Inc.
16178 East Prentice Place
Aurora, Colorado 80015
Gentlemen:
The undersigned, a beneficial owner of the $.0001 par value common stock
of Walnut Capital, Inc. (the "Company"), understands that the Company intends
to file with the U.S. Securities and Exchange Commission a registration
statement on Form 10-SB (the "Registration Statement"), for the registration
of the Company's Common Stock. As part of the disclosure included in the
Registration Statement, the Company has affirmatively stated that there will
be no trading of the Company's securities until such time as the Company
successfully implements its business plan as described in such Registration
Statement, consummating a merger or acquisition.
In order to insure that the aforesaid disclosure is adhered to, the
undersigned agrees, for the benefit of the Company, that he/she will not offer
to sell, assign, pledge, hypothecate, grant any option for the sale of, or
otherwise dispose of, directly or indirectly, any shares of Common Stock of
the Company owned by him/her, or subsequently acquired through the exercise of
any options, warrants or rights, or conversion of any other security or by
reason of any stock split or other distribution of stock, or grant options,
rights or warrants with respect to any such shares of Common Stock, until the
Company successfully closes a merger or acquisition. Furthermore, the
undersigned will permit all certificates evidencing his/her shares to be
endorsed with the appropriate restrictive legends and will consent to the
placement of appropriate stop transfer orders with the transfer agent of the
Company. Furthermore, the undersigned agrees that all certificates evidencing
his/her shares will be held by Jon D. Sawyer, P.C., legal counsel for the
Company, who will hold the certificates until the Company has completed a
merger or acquisition.
Very truly yours,
/s/ Paul Dragul
-------------------------------------------
(Signature of Holder)
Paul Dragul
-------------------------------------------
Please Print Name(s)
Number of Shares of
Common Stock Owned: 500,000