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EXHIBIT 12.3
April 26, 2000
Huile' Oil & Gas, Inc.
1105 Terminal Way, Suite 202
Century Park
Reno, Nevada 89502
Re: Huile' Oil & Gas, Inc.
Gentlemen:
The undersigned is the record owner of 350,000 shares of the common stock of
Huile' Oil & Gas, 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/ Randall D. Kirwan
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Randal D. Kirwan
cc: Pacific Stock Transfer Company
