AGREEMENT AMONG SHAREHOLDERS
OF
ENTROPIN, INC.
Board of Directors
Entropin, Inc.
45926 Oasis Street
Indio, California 92201
Dear Sirs:
This letter is being delivered to you in connection with the Form SB-2
Registration Statement (the "Registration Statement") filed by Entropin, Inc.,
(the "Company") with the United States Securities and Exchange Commission (the
"SEC"). In accordance with the Registration Statement, the holders of the
Company's Common Stock whose shares are being registered thereby (including
those of the undersigned) will be free-trading without restriction or limitation
at the time of the Registration Statement being declared effective by the SEC
(the "Effective Date").
The Company has advised the undersigned that securities underwriters and other
sources of potential future funding of the Company may require that the
undersigned and other shareholders set forth below agree to not offer or sell
all or a portion of their shares of the Company's Common Stock. The Company has
requested the undersigned to agree thereto.
Therefore, in consideration of each of the shareholders set forth below entering
into this Agreement, the undersigned agrees not to offer, sell or contract to
sell or otherwise dispose of, directly or indirectly, or announce an offering
of, any shares of the Company's Common Stock owned by the undersigned (or any
securities convertible into, or exchangeable for, shares of the Company's Common
Stock) for a period of 365 days following the Effective Date.
In the event that, during the term of this Agreement, the Company permits the
sale or other disposition of a portion of shares (a "Permitted Disposition") by
the undersigned shareholders, it shall do so on a pro rata basis. Since the
shares are being registered in the Registration Statement, the shares will be
free-trading upon a Permitted Disposition during the term of this Agreement, or
a disposition after the expiration of this Agreement, provided that the
Registration Statement is current at the time of a disposition. The Company
hereby undertakes to use its best efforts to keep the Registration Statement
current.
Yours very truly,
/s/ Higgins D. Bailey and Shirley A.
Bailey
Date: June 29, 1998 ------------------------------------
Higgins D. Bailey and Shirley A.
Bailey
/s/ Higgins D. Bailey
Date: June 29, 1998 ------------------------------------
Higgins D. Bailey, Pledgee
/s/ James E. Wynn
Date: June 29, 1998 ------------------------------------
James E. Wynn
/s/ Donald Hunter
Date: June 29, 1998 ------------------------------------
Donald Hunter,
Trustee for the Donald Hunter
Residuary Marital Trust
/s/ Deloras Decker Hunter
Date: June 29, 1998 ------------------------------------
Deloras Decker Hunter,
Trustee of the Deloras Decker Hunter
Generation Skipping Trust
/s/ Dewey H. Crim/Virginia Crim
Date: June 29, 1998 ------------------------------------
Dewey H. and Virginia Crim
/s/ Caroline T. Somers
Date: June 29, 1998 ------------------------------------
Caroline T. Somers
/s/ Milton D. McKenzie
Date: June 29, 1998 ------------------------------------
Milton D. McKenzie
CapMac Eighty-Two Limited Partnership,
Date: June 29, 1998 By:/s/ Milton D. McKenzie
---------------------------------
Milton D. McKenzie, General Partner
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/s/ Milton D. McKenzie
Date: June 29, 1998 -----------------------------------
Milton D. McKenzie, Pledgee
/s/ Chandler G. Brown
Date: June 29, 1998 -----------------------------------
Chandler G. Brown
Thomas T. Anderson Trust,
Date: June 29, 1998 By: /s/ Thomas T. Anderson
--------------------------------
Thomas T. Anderson, Trustee
AGREED TO AND ACCEPTED BY ENTROPIN, INC.
Date: June 29, 1998 By: /s/ Higgins D. Bailey
-------------------------------
Higgins D. Bailey,
Chairman of the Board
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