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EXHIBIT 2
June 14, 2000
CALP II Limited Partnership
c/o Thomson Kernaghan & Co., Limted
365 Bay Street, Tenth Floor
Toronto, Ontario M5H 2V2 Canada
Dear Ms. McKinnon:
Reference is hereby made to that certain Equity Line of Credit
Agreement (the "Equity Line Agreement"), dated the date hereof, by and between
JagNotes.com Inc. (the "Company") and the investors listed on Exhibit A attached
thereto (the "Investors").
In order to induce the Investors to enter into the Equity Line
Agreement, the undersigned stockholder (the "Stockholder") hereby agrees that,
for a period commencing on the date hereof and ending on the earliest of (i)
twelve months from the date of the initial closing under the Equity Line
Agreement, (ii) the utilization of the equity line described in the Equity Line
Agreement or (iii) the Company's election to terminate the Equity Line
Agreement, not to sell, offer to sell, pledge, grant any option for the sale of,
or otherwise transfer or dispose of, directly or indirectly, any shares of
common stock of the Company, par value $0.00001 per share (the "Shares"), any
options or warrants to purchase any Shares or any securities convertible or
exercisable into or exchangeable for shares of Shares, now owned or hereafter
acquired by the Stockholder or with respect to which the Stockholder has
acquired or hereafter acquires the power of disposition, without the prior
written consent of the Investors.
Very truly yours,
/s/ Gary Valinoti
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Name: Gary Valinoti
