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EXHIBIT 99.10
AGREEMENT made this _____ day of ___________, 2000, by and
between CASTLE SECURITIES CORP., 45 Church Street, Freeport, NY
11520 (the "Underwriter") and William Sutherland ("Security
Holder")
WHEREAS, Exhaust Technologies, Inc. (the "Company"), a
corporation organized under the laws of the State of Washington,
desires to have the Underwriter enter into an underwriting
agreement on a best efforts basis with the Company in respect to
the public offering of the Company's securities; and
WHEREAS, the Underwriter as a condition to entering into an
underwriting agreement on a best efforts basis with the Company
with respect to the public offering of the Company's securities
requires that the Company's officers and directors and Matthew
Sterling, the son of the Company's President, Robert Sterling,
agree among other things, not to sell, transfer or convey any
stock, options, warrants to purchase stock and securities
convertible into stock of the Company, hereinafter referred to as
"Restricted Securities", by registration or otherwise for a period
of two (2) years from the date when the Company's public offering
becomes effective with the Securities & Exchange Commission (the
"Effective Date"), except that Robert Sterling the Company's
President and his son, Matthew Sterling, may resell in the
aggregate up to 200,000 shares provided the bid price for the
Company's Common Stock is at least $10.00 after one (1) year from
the Effective Date, without the Underwriter's prior written
consent.
NOW, THEREFORE, it is agreed as follows:
1. The Security Holder warrants and represents that he is the
owner, both of record and beneficially, of the number and type of
Restricted Securities indicated along side of his name and agrees
not to publicly sell, transfer or convey by registration or
otherwise any of such Restricted Securities for a period of two (2)
years from the Effective Date of the Company's public offering
without the Underwriter's prior written consent or any greater
period required by any State in which the securities of the
Company's public offering are registered; and, that thereafter, and
for a period of two (2) years all sales pursuant to Rule 144 shall
be effectuated through or with the Underwriter.
2. An appropriate legend indicating the existence of this
Agreement, shall be placed on the face of the certificates
representing all of such Registered Securities.
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3. This Agreement shall be construed pursuant to the laws of
the State of New York.
CASTLE SECURITIES CORP.
by: ________________________
MICHAEL T. STUDER, President
Number and type of ___________________________
Restricted Securities: WILLIAM SUTHERLAND
_____________________________
