1 EXHIBIT 10.11 January __, 1998 Brighton Technologies Corporation Six Pearl Court Allendale, New Jersey 07401 National Securities Corporation 1001 Fourth Avenue Suite 2200 Seattle, Washington 98154-1100 Ladies and Gentlemen: In order to induce National Securities Corporation (the "Underwriter") and The Brighton Technologies Corporation (the "Company") to enter into an underwriting agreement (the "Underwriting Agreement") with respect to the offering of securities issued by the Company, the undersigned intending to be legally bound hereby agrees that for a period commencing on the date hereof and ending thirteen (13) months following the effective date of the registration statement (the "Registration Statement") relating to the underwritten public offering of securities issued by the Company, he, she or it will not, without the prior written consent of the Underwriter, directly or indirectly, issue, offer to sell, sell, grant an option for the sale of, assign, transfer, pledge, hypothecate or otherwise encumber or dispose of any securities issued by the Company, including common stock or securities convertible into or exchangeable or exercisable for or evidencing any right to purchase or subscribe for any shares of common stock (the "Securities") (either pursuant to Rule 144 of the regulations under the Securities Act of 1933, as amended, or otherwise) whether or not beneficially owned by the undersigned, or dispose of any beneficial interest therein. In order to enable the aforesaid covenants, the undersigned hereby consents to the placing of legends and/or stop-transfer orders with the Transfer Agent of the Company's Securities with respect to any of the Company's Securities registered in the name of the undersigned or beneficially owned by the undersigned. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York without giving effect to the choice of law or conflicts of laws principles thereof. 2 Brighton Technologies Corporation National Securities Corporation January __, 1998 Page 2 Dated: _____________, 1998 ___________________________ Name (Please print or type) - --------------------------- --------------------------- Address (Please print or type) Signature - --------------------------- --------------------------- Social Security or ___________________________ Federal Tax I.D. Number