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EXHIBIT 3
August 19, 1999
Reservoir Capital Group, LLC
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxx, Managing Director
Pasco Acquisition, Inc.
c/o Xxxxxx Xxxx Xxxxxxx Capital Corporation
0000 Xxxxxx Xxxxx Xxxxxxxxx
Xxxxx 0000, X.X. 00
Xxxxxx, Xxxxx 00000
Attention: Xx. Xxxx X. Xxxxxxx, President
Gentlemen:
This letter is to acknowledge that we have agreed with
Reservoir Capital Group, LLC ("Reservoir Capital") to extend the time during
which Reservoir Capital has the right to purchase our shares in Orange-co, Inc.
("Orange-co") pursuant to our letter of intent with Reservoir Capital dated July
14, 1999, until midnight on September 10, 1999. This extension is being granted
subject to all the terms and conditions set forth in our letter of intent with
Reservoir Capital dated July 14, 1999; and further subject to the conditions
that (i) the acquisition of our shares and the payments therefor, as well as the
payments called for under the Fruit Purchase Agreement and the Non-Compete and
Consulting Agreement to be received by the undersigned respective parties
thereto on or prior to midnight on September 10, 1999; and (ii) Pasco
Acquisition, Inc. ("Pasco") execute the agreement set forth at the end of this
letter.
Please indicate your acceptance of the terms and conditions of this
extension by executing the enclosed copy of this letter as indicated below.
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Very truly yours,
XXX XXXX XXXXXXX, INC.
By: /s/ Xxx Xxxx Xxxxxxx, III
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Xxx Xxxx Xxxxxxx, III
By: /s/ Xxx Xxxx Xxxxxxx, III
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Xxx Xxxx Xxxxxxx, III, individually
Xxxxxx and accepted this 19 day of August, 1999.
RESERVOIR CAPITAL GROUP, LLC
By /s/ Xxxxx Xxxx
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Xxxxx Xxxx
Its: Managing Director
PASCO ACQUISITION, INC., by its signature below, agrees that from the date of
this extension until the expiration of the option granted to Reservoir
referenced above, neither Pasco or any of its Affiliates will utilize the
existence of the transactions contemplated by the Letter of Intent between Pasco
and Orange-co or the Letter of Intent between Reservoir and Xxx Xxxx Xxxxxxx,
Inc. and Xxx Xxxx Xxxxxxx III or make reference thereto in connection with the
solicitation of business from any customer or potential customer of Orange-co or
its subsidiaries. This agreement shall inure to the benefit of Xxx Xxxx Xxxxxxx,
Inc. and Xxx Xxxx Xxxxxxx, III and to Orange-co and its subsidiaries, which are
third party beneficiaries hereof.
PASCO ACQUISITION, INC.
By: /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
Its: President
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