EXHIBIT 1.4 Ms. Helene K. Netter Managing Director - Corporate Finance Stuart, Coleman & Co., Inc. 11 West 42nd Street - 15th Floor New York, NY 10036 Re: COMMON STOCK OF SURREY, INC. OWNED BY JOHN VAN DER HAGEN Dear Ms. Netter: The undersigned hereby...

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                                                                     EXHIBIT 1.4


                             ________________, 1997

▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Managing Director - Corporate Finance
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Co., Inc.
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ - ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

         Re:     COMMON STOCK OF SURREY, INC.
                 OWNED BY JOHN VAN DER ▇▇▇▇▇

Dear ▇▇. ▇▇▇▇▇▇:

         The undersigned hereby agrees not to sell or transfer the 1,122,727
shares of common stock, no par value, of Surrey, Inc. (the "Common Stock") for
a period of twenty (20) months from the closing date of the initial public
offering of Surrey, Inc. without the prior written consent of Stuart, Coleman &
Co., Inc.

         Notwithstanding anything to the contrary contained above, I understand
that I may transfer some of the shares of Common Stock to members of my
immediate family, providing each one signs a separate agreement agreeing to be
bound by the twenty (20) month lock-up period.

                                             Very truly yours,



                                             ▇▇▇▇ van der ▇▇▇▇▇