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Westcott Products Corporation
8867 South Capella Way
Sandy, Utah 84093
American Registrar & Transfer Co.
342 East 900 South
Salt Lake City, Utah 84110
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Re:
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Registration Lock-up Agreement respecting
certain shares of common stock of Westcott Products Corporation, a
Delaware corporation (the "Company"), and related instructions to
American Registrar & Transfer Co ("TA")
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Dear Ladies and Gentlemen:
In furtherance of compliance with
the Securities Act of 1933, as amended (the "Securities Act"), the
General Rules and Regulations promulgated thereunder by the United
States Securities and Exchange Commission (the "Commission") and
the letter dated January 20, 2000, of Richard K. Wulff, who was the
Chief of the Commission's Office of Small Business, that was
addressed to Ken Worm, the Assistant Director of the OTC Compliance
Unit of NASD (the "Wulff letter"), the undersigned person agrees as
follows:
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(1)
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That the following stock certificate
and the shares of common stock of the Company represented thereby
shall not be publicly sold unless and until: (i) there is a
Registration Statement filed with the Commission covering this
stock certificate and the shares of common stock represented
there
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