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                                LOCK-UP AGREEMENT


                                                                    June 3, 1999


Greenwich, AG
Neuer Wall 32
20354 Hamburg, Germany

         Re: Venturi Technologies, Inc.

Gentlemen:

         I am a beneficial owner of securities of Venturi Technologies, Inc.,
a Nevada corporation (the "Company"). I understand that you propose to
purchase certain securities of the Company. I acknowledge that such action by
you will be of material benefit to the Company and the undersigned as a
beneficial owner of the Company's securities.

         In consideration of the foregoing, and in order to induce you to act
as set forth above, I confirm my agreement that I will not, without your
prior written approval, offer for sale, sell, pledge, hypothecate or
otherwise dispose of, directly or indirectly, any of the shares of the
Company's common stock which I may own legally or beneficially as set forth
on EXHIBIT "A" attached hereto and made a part hereof ("Shares"), in any
manner whatsoever whether pursuant to SEC Rule 144 or otherwise, prior to
December 3, 1999. Thereafter, the Shares shall be released from the
provisions of this Lock-Up Agreement at a rate of two percent (2%) per month
until all the Shares have been released or June 3, 2003, whichever is
earlier. Provided, however, the Shares in their entirety shall be released
from the provisions of this Lock-Up Agreement if one of the following events
occur:

         (a)      the Company's net income (all as audited and determined by the
         Company's independent public accountants)("Net Income") amounts to at
         least Twenty Four Million Three Hundred Five Thousand Five Hundred
         Ninety Nine Dollars ($24,305,599.00) during the fiscal year ending on
         December 31, 2000 or Forty Million Seven Hundred Forty Thousand Seven
         Hundred Ninety Five Dollars ($40,740,795.00) during the fiscal year
         ending on December 31, 2001; or

         (b)      the Net Income amounts to at least Fifty Eight Million Two
         Hundred Eighty Six Thousand Nine Hundred Sixty Eight Dollars
         ($58,286,968.00) during the fiscal year ending on December 31, 2002; or

         (c)      commencing on the Closing and ending eighteen (18) months
         after the Closing, the average closing bid price of the Company's
         common stock shall average in excess of Ten Dollars ($10.00) per share
         (subject to adjustment in the event of any reverse stock splits or
         other similar events) for ninety (90) consecutive business days.


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         The Net Income shall be calculated exclusive of any extraordinary
earnings including, but not limited to, any charge to income resulting from the
release of the escrowed shares. If any of the performance milestones detailed
above are achieved by the Company, then all restrictions contained in this
letter shall immediately become null and void. In any event, the restrictions
contained in this letter become null and void effective June 3, 2003, and all
shares held pursuant to this Lock-Up Agreement shall be released.

         Notwithstanding anything contained herein to the contrary, I may place
up to ten percent (10%) of the Shares held pursuant to this Lock-Up Agreement in
a margin account or pledge such amount of Shares as collateral for a loan with a
commercial bank.

         I further understand that the Company will take such steps as may be
necessary to enforce the foregoing provisions and restrict the sale or transfer
of the Shares as provided herein including, but not limited to, notification to
the Company's transfer agent regarding any such restrictions and having the
transfer agent place a restrictive legend on the physical certificates
representing the Shares reflecting the existence of the Lock-Up Agreement and
its restrictions on transfer; and I hereby agree to and authorize any such
actions and acknowledge that the Company and you are relying upon this agreement
in taking any such actions.


                                       Very truly yours,


                                       /s/ GAYLORD KARREN
                                       ------------------------------
                                       (Shareholder)

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                                  EXHIBIT "A"


                                  Shares Owned


               1,225,515 shares of $0.001 par value common stock