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Exhibit 3
February 10, 2000
Board of Directors
Greenhold Group, Inc.
120 N. U.S. Highway One, Suite 100
Tequesta, FL 33469
Gentlemen:
The undersigned, a beneficial owner of the common stock of Greenhold
Group, Inc. (the "Company"), par value $.001 per share (the "Common Stock"),
understands that the Company is filing with the U.S. Securities and Exchange
Commission a registration statement on Form 10-SB (the "Registration
Statement"), for the registration of the Company's Common Stock. As part of the
disclosure included in the Registration Statement, the Company has affirmatively
stated that there will be no trading of the Company's securities until such time
as the Company successfully implements its business plan as described in such
Registration Statement, consummating a merger or acquisition.
In order to insure that the aforesaid disclosure is adhered to, the
undersigned agrees, for the benefit of the Company, that he/she will not offer
to sell, sell assign, pledge, hypothecate, grant any option for the sale of, or
otherwise dispose of, directly or indirectly, any shares of Common Stock of the
Company owned by him/her, or subsequently acquired through the exercise of any
options, warrants or rights, or conversion of any other security, or by reason
of any stock split or other distribution of stock, or grant options, rights or
warrants with respect to any such shares of Common Stock, until the Company
successfully closes a merger or acquisition. Furthermore, the undersigned will
permit all certificates evidencing his/her shares to be endorsed with the
appropriate restrictive legends.
Very truly yours,
/s/ John O'Keefe (Sr.)
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(signature of holder)
John O'keefe, Sr.
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Please Print Name(s)
1,650,000
Number of shares of Common Stock
owned
E-26
