<PAGE>
Capital Advisory Partners, LLC
50 Broadway, Suite 2300
New York, New York 10004
May 16, 2000
Grand Enterprises, Inc.
50 Broadway, Suite 2300
New York, NY 10004
Re: Lock Up Agreement with Grand Enterprises, Inc.
Gentlemen:
As part of the sale of the shares of Common Stock of Grand Enterprises,
Inc. (the "Company") to the undersigned, Capital Advisory Partners, LLC (the
"Holder"), the Holder hereby represents, warrants, covenants and agrees, for the
benefit of the Company and any holders of record (the "third party
beneficiaries") of the Company's outstanding securities, including the Company's
Common Stock, $.0001 par value (the "Stock") at the date hereof and during the
pendency of this letter agreement that the Holder will not transfer, sell,
contract to sell, devise, gift, assign, pledge, hypothecate, distribute or grant
any option to purchase or otherwise dispose of, directly or indirectly, its
shares of Stock of the Company owned beneficially or otherwise by the Holder
except in connection with or following completion of a merger, acquisition or
other transaction by the Company resulting in the Company no longer being
classified as a blank check company as defined in the registration statement of
the Company filed on Form 10-SB.
Any attempted sale, transfer or other disposition in violation of this
letter agreement shall be null and void.
The Holder further agrees that the Company (i) may instruct its
transfer agent not to transfer such securities (ii) may provide a copy of this
letter agreement to the Company's transfer agent for the purpose of instructing
the Company's transfer agent to place a legend on the certificate(s) evidencing
the securities subject hereto and disclosing that any transfer, sale, contract
for sale, devise, gift, assignment, pledge or hypothecation of such securities
is subject to the terms of this letter agreement and (iii) may issue
stop-transfer instructions to its transfer agent for the period contemplated by
this letter agreement for such securities.
This letter agreement shall be binding upon the Holder, its agents,
heirs, successors, assigns and beneficiaries.
Any waiver by the Company of any of the terms and conditions of this
letter agreement in any instance must be in writing and must be duly executed by
the Company and the Holder and shall not be deemed or construed to be a waiver
of such term or condition for the future, or of any
<PAGE>
subsequent breach thereof.
The Holder agrees that any breach of this letter agreement will cause
the Company and the third party beneficiaries irreparable damage for which there
is no adequate remedy at law. If there is a reach or threatened breach of this
letter agreement by the Holder, the Holder hereby agrees that the Company and
the third party beneficiaries shall be entitled to the issuance of an immediate
injunction without notice to restrain the breach or threatened breach. The
Holder also agrees that the Company and all third party beneficiaries shall be
entitled to pursue any other remedies for such a breach or threatened breach,
including a claim for money damages.
Agreed and accepted this 16th day of May, 2000.
Capital Advisory Partners, LLC
By: /s/ Patricia A. Meding
-----------------------------------
Patricia A. Meding, Managing Member
<PAGE>
Finglas LLC
2535 Bethany Church Road
Alpharetta, Georgia 30004
May 16, 2000
Grand Enterprises, Inc.
50 Broadway, Suite 2300
New York, NY 10004
Re: Lock Up Agreement with Grand Enterprises, Inc.
Gentlemen:
As part of the sale of the shares of Common Stock of Grand Enterprises,
Inc. (the "Company") to the undersigned, Finglas LLC (the "Holder"), the Holder
hereby represents, warrants, covenants and agrees, for the benefit of the
Company and any holders of record (the "third party beneficiaries") of the
Company's outstanding securities, including the Company's Common Stock, $.0001
par value (the "Stock") at the date hereof and during the pendency of this
letter agreement that the Holder will not transfer, sell, contract to sell,
devise, gift, assign, pledge, hypothecate, distribute or grant any option to
purchase or otherwise dispose of, directly or indirectly, its shares of Stock of
the Company owned beneficially or otherwise by the Holder except in connection
with or following completion of a merger, acquisition or other transaction by
the Company resulting in the Company no longer being classified as a blank check
company as defined in the registration statement of the Company filed on Form
10-SB.
Any attempted sale, transfer or other disposition in violation of this
letter agreement shall be null and void.
The Holder further agrees that the Company (i) may instruct its
transfer agent not to transfer such securities (ii) may provide a copy of this
letter agreement to the Company's transfer agent for the purpose of instructing
the Company's transfer agent to place a legend on the certificate(s) evidencing
the securities subject hereto and disclosing that any transfer, sale, contract
for sale, devise, gift, assignment, pledge or hypothecation of such securities
is subject to the terms of this letter agreement and (iii) may issue
stop-transfer instructions to its transfer agent for the period contemplated by
this letter agreement for such securities.
This letter agreement shall be binding upon the Holder, its agents,
heirs, successors, assigns and beneficiaries.
Any waiver by the Company of any of the terms and conditions of this
letter agreement in any instance must be in writing and must be duly executed by
the Company and the Holder and shall not be deemed or construed to be a waiver
of such term or condition for the future, or of any subsequent breach thereof.
<PAGE>
The Holder agrees that any breach of this letter agreement will cause
the Company and the third party beneficiaries irreparable damage for which there
is no adequate remedy at law. If there is a reach or threatened breach of this
letter agreement by the Holder, the Holder hereby agrees that the Company and
the third party beneficiaries shall be entitled to the issuance of an immediate
injunction without notice to restrain the breach or threatened breach. The
Holder also agrees that the Company and all third party beneficiaries shall be
entitled to pursue any other remedies for such a breach or threatened breach,
including a claim for money damages.
Agreed and accepted this 16th day of May, 2000.
Finglas LLC
By: /s/ Irwin Goodman
------------------------------
Irwin Goodman, Managing Member
<PAGE>
Kilkenny Group LLC
420 E. 79th Street, Apt. 12-d
New York, New York 10021
May 16, 2000
Grand Enterprises, Inc.
50 Broadway, Suite 2300
New York, NY 10004
Re: Lock Up Agreement with Grand Enterprises, Inc.
Gentlemen:
As part of the sale of the shares of Common Stock of Grand Enterprises,
Inc. (the "Company") to the undersigned, Kilkenny Group LLC (the "Holder"), the
Holder hereby represents, warrants, covenants and agrees, for the benefit of the
Company and any holders of record (the "third party beneficiaries") of the
Company's outstanding securities, including the Company's Common Stock, $.0001
par value (the "Stock") at the date hereof and during the pendency of this
letter agreement that the Holder will not transfer, sell, contract to sell,
devise, gift, assign, pledge, hypothecate, distribute or grant any option to
purchase or otherwise dispose of, directly or indirectly, its shares of Stock of
the Company owned beneficially or otherwise by the Holder except in connection
with or following completion of a merger, acquisition or other transaction by
the Company resulting in the Company no longer being classified as a blank check
company as defined in the registration statement of the Company filed on Form
10-SB.
Any attempted sale, transfer or other disposition in violation of this
letter agreement shall be null and void.
The Holder further agrees that the Company (i) may instruct its
transfer agent not to transfer such securities (ii) may provide a copy of this
letter agreement to the Company's transfer agent for the purpose of instructing
the Company's transfer agent to place a legend on the certificate(s) evidencing
the securities subject hereto and disclosing that any transfer, sale, contract
for sale, devise, gift, assignment, pledge or hypothecation of such securities
is subject to the terms of this letter agreement and (iii) may issue
stop-transfer instructions to its transfer agent for the period contemplated by
this letter agreement for such securities.
This letter agreement shall be binding upon the Holder, its agents,
heirs, successors, assigns and beneficiaries.
Any waiver by the Company of any of the terms and conditions of this
letter agreement in any instance must be in writing and must be duly executed by
the Company and the Holder and shall not be deemed or construed to be a waiver
of such term or condition for the future, or of any subsequent breach thereof.
<PAGE>
The Holder agrees that any breach of this letter agreement will cause
the Company and the third party beneficiaries irreparable damage for which there
is no adequate remedy at law. If there is a reach or threatened breach of this
letter agreement by the Holder, the Holder hereby agrees that the Company and
the third party beneficiaries shall be entitled to the issuance of an immediate
injunction without notice to restrain the breach or threatened breach. The
Holder also agrees that the Company and all third party beneficiaries shall be
entitled to pursue any other remedies for such a breach or threatened breach,
including a claim for money damages.
Agreed and accepted this 16th day of May, 2000.
Kilkenny Group LLC
By: /s/ Judith Adler
-----------------------------
Judith Adler, Managing Member
<PAGE>
Monkstown LLC
404 Crabapple Springs Court
Woodstock, Georgia 30188
May 16, 2000
Grand Enterprises, Inc.
50 Broadway, Suite 2300
New York, NY 10004
Re: Lock Up Agreement with Grand Enterprises, Inc.
Gentlemen:
As part of the sale of the shares of Common Stock of Grand Enterprises,
Inc. (the "Company") to the undersigned, Monkstown LLC (the "Holder"), the
Holder hereby represents, warrants, covenants and agrees, for the benefit of the
Company and any holders of record (the "third party beneficiaries") of the
Company's outstanding securities, including the Company's Common Stock, $.0001
par value (the "Stock") at the date hereof and during the pendency of this
letter agreement that the Holder will not transfer, sell, contract to sell,
devise, gift, assign, pledge, hypothecate, distribute or grant any option to
purchase or otherwise dispose of, directly or indirectly, its shares of Stock of
the Company owned beneficially or otherwise by the Holder except in connection
with or following completion of a merger, acquisition or other transaction by
the Company resulting in the Company no longer being classified as a blank check
company as defined in the registration statement of the Company filed on Form
10-SB.
Any attempted sale, transfer or other disposition in violation of this
letter agreement shall be null and void.
The Holder further agrees that the Company (i) may instruct its
transfer agent not to transfer such securities (ii) may provide a copy of this
letter agreement to the Company's transfer agent for the purpose of instructing
the Company's transfer agent to place a legend on the certificate(s) evidencing
the securities subject hereto and disclosing that any transfer, sale, contract
for sale, devise, gift, assignment, pledge or hypothecation of such securities
is subject to the terms of this letter agreement and (iii) may issue
stop-transfer instructions to its transfer agent for the period contemplated by
this letter agreement for such securities.
This letter agreement shall be binding upon the Holder, its agents,
heirs, successors, assigns and beneficiaries.
Any waiver by the Company of any of the terms and conditions of this
letter agreement in any instance must be in writing and must be duly executed by
the Company and the Holder and shall not be deemed or construed to be a waiver
of such term or condition for the future, or of any subsequent breach thereof.
<PAGE>
The Holder agrees that any breach of this letter agreement will cause
the Company and the third party beneficiaries irreparable damage for which there
is no adequate remedy at law. If there is a reach or threatened breach of this
letter agreement by the Holder, the Holder hereby agrees that the Company and
the third party beneficiaries shall be entitled to the issuance of an immediate
injunction without notice to restrain the breach or threatened breach. The
Holder also agrees that the Company and all third party beneficiaries shall be
entitled to pursue any other remedies for such a breach or threatened breach,
including a claim for money damages.
Agreed and accepted this 16th day of May, 2000.
Monkstown LLC
By: /s/ Ben Giacchino
------------------------------
Ben Giacchino, Managing Member
<PAGE>
Rathgar LLC
215 Forest Haven Drive
Slingerlands, New York 12159
May 16, 2000
Grand Enterprises, Inc.
50 Broadway, Suite 2300
New York, NY 10004
Re: Lock Up Agreement with Grand Enterprises, Inc.
Gentlemen:
As part of the sale of the shares of Common Stock of Grand Enterprises,
Inc. (the "Company") to the undersigned, Rathgar LLC (the "Holder"), the Holder
hereby represents, warrants, covenants and agrees, for the benefit of the
Company and any holders of record (the "third party beneficiaries") of the
Company's outstanding securities, including the Company's Common Stock, $.0001
par value (the "Stock") at the date hereof and during the pendency of this
letter agreement that the Holder will not transfer, sell, contract to sell,
devise, gift, assign, pledge, hypothecate, distribute or grant any option to
purchase or otherwise dispose of, directly or indirectly, its shares of Stock of
the Company owned beneficially or otherwise by the Holder except in connection
with or following completion of a merger, acquisition or other transaction by
the Company resulting in the Company no longer being classified as a blank check
company as defined in the registration statement of the Company filed on Form
10-SB.
Any attempted sale, transfer or other disposition in violation of this
letter agreement shall be null and void.
The Holder further agrees that the Company (i) may instruct its
transfer agent not to transfer such securities (ii) may provide a copy of this
letter agreement to the Company's transfer agent for the purpose of instructing
the Company's transfer agent to place a legend on the certificate(s) evidencing
the securities subject hereto and disclosing that any transfer, sale, contract
for sale, devise, gift, assignment, pledge or hypothecation of such securities
is subject to the terms of this letter agreement and (iii) may issue
stop-transfer instructions to its transfer agent for the period contemplated by
this letter agreement for such securities.
This letter agreement shall be binding upon the Holder, its agents,
heirs, successors, assigns and beneficiaries.
Any waiver by the Company of any of the terms and conditions of this
letter agreement in any instance must be in writing and must be duly executed by
the Company and the Holder and shall not be deemed or construed to be a waiver
of such term or condition for the future, or of any subsequent breach thereof.
<PAGE>
The Holder agrees that any breach of this letter agreement will cause
the Company and the third party beneficiaries irreparable damage for which there
is no adequate remedy at law. If there is a reach or threatened breach of this
letter agreement by the Holder, the Holder hereby agrees that the Company and
the third party beneficiaries shall be entitled to the issuance of an immediate
injunction without notice to restrain the breach or threatened breach. The
Holder also agrees that the Company and all third party beneficiaries shall be
entitled to pursue any other remedies for such a breach or threatened breach,
including a claim for money damages.
Agreed and accepted this 16th day of May, 2000.
Rathgar LLC
By: /s/ Dr. Stuart Erner
---------------------------------
Dr. Stuart Erner, Managing Member
