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EXHIBIT 12.3
May 15, 2000
Blackfoot Enterprises, Inc.
6767 W. Tropicana Avenue
Suite 207
Las Vegas, Nevada 89104
Re: Blackfoot Enterprises, Inc.
Gentlemen:
The undersigned is the record owner of 350,000 shares of the common stock of
Blackfoot Enterprises, 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/ Deborah D. Rath
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Deborah D. Rath
cc: Pacific Stock Transfer Company
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