D.H. Blair Investment Banking Corp.
44 Wall Street
New York, New York 10005
RE: NOTIFY CORPORATION
In consideration of the public offering of units comprised of shares of Common Stock and warrants to purchase
shares of Common Stock (the "Units") of Notify Corporation, a California corporation (the "Company"), and to
induce you to act as underwriters in connection with the offering, the undersigned holder of shares of Common
Stock, or securities convertible into or exercisable or exchangeable for Common Stock, hereby covenants and
agrees with you, D.H. Blair Investment Banking Corp ("Blair) that:
1. For a period of thirteen (13) months following the closing date of the Company's initial public offering of
securities, the undersigned will not offer, pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or
dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or
exchangeable for Common Stock (whether such shares or any such securities are now owned by the undersigned
or are hereafter acquired), without the prior written consent of Blair. In order to enforce this covenant, the
Company may impose stop-transfer instructions with respect to all of the undersigned's shares of Common Stock
until the end of such period.
2. The undersigned waives any anti-dilution rights which it might hold with respect to securities of the Company
under any agreement between the undersigned and the Company; and
3. The undersigned waives any registration rights it may have with respect to the Company's initial public offering
and for a period of 13 months thereafter.
If the registration statement with respect to the Company's initial public offering has not been declared effective
on or prior to August 31, 1997, this agreement shall then terminate and be of no further force and