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EXHIBIT 12.2
April 26, 2000
Magnolia Ventures, Inc.
1105 Terminal Way, Suite 202
Century Park
Reno, Nevada 89502
Re: Magnolia Ventures, Inc.
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Gentlemen:
The undersigned is the record owner of 5,500,000 shares of the common stock of
Magnolia Ventures, Inc., par value $.001 per share (the "Shares), such Shares
are eligible for sale under Rule 144 promulgated under the Securities Act of
1933, as amended, subject to certain limitations included in said Rule.
The Company intends to file a Form 10SB12G with the Securities and Exchange
Commission. Thereafter, during the pendency of said filing, the undersigned,
together with the other majority shareholders, and each of them, agreed as
follows:
1. The undersigned will not sell, contract to sell, or make any
other disposition of, or grant any purchase option for the
sale of, any of the shares of the common stock owned by the
undersigned, directly or indirectly, until such time as the
Company has entered into a merger or acquisition agreement
or the Company is no longer classified as a "blank check"
company, as that term is defined in the Form 10SB12G on file
with the Securities and Exchange Commission, whichever first
occurs.
2. The undersigned acknowledges that Pacific Stock Transfer
Company, 5855 S. Pecos Road, Suite D, Las Vegas, Nevada
89l20, the transfer agent for the Company, has been advised
of the restrictions described herein and that any attempts
by the undersigned to violate said restriction may result in
legal action(s) by the Company. The undersigned further
agrees, upon the request of the Company, that in addition to
any other restrictions reflecting that the Shares have not
been registered under the Securities Act of 1933, as
amended, may be placed on individual certificates issued.
Very truly yours,
/s/ DENNIS MELILLI
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DENNIS MELILLI
cc: Pacific Stock Transfer Company
