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EXHIBIT 5
September 17, 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, as extended by our letter of extension dated August 19, 1999, until
midnight on September 17, 1999, and hereby further extending such agreement to
midnight on September 23, 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 17, 1999; and (ii) from the date
of this extension until the expiration of the option granted to Reservoir
referenced above, Xxxxx agrees that neither it nor its Affiliates will utilize
the existence of the transaction 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, which is a third
party beneficiary hereof.
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Please indicate your acceptance of the terms and conditions
of this extension by executing the enclosed copy of this letter as indicated
below.
Very truly yours,
XXX XXXX XXXXXXX, INC.
By: /s/ Xxx Xxxx Xxxxxxx, III
-------------------------
Xxx Xxxx Xxxxxxx, III
By: /s/ Xxx Xxxx Xxxxxxx, III
-------------------------
Xxx Xxxx Xxxxxxx, III, Individually
Agreed and accepted this
17th Day of September, 1999
RESERVOIR CAPITAL GROUP, LLC
By: /s/ Xxxxx Xxxx
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Xxxxx Xxxx
Its: Managing Director
PASCO ACQUISITION, INC.
By: /s/ Xxxx X. Xxxxxxx
-------------------
Xxxx X. Xxxxxxx
Its: President
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