EXHIBIT 10.5
July 18, 2001
Xxxxxx Industries, Inc.
000 X. Xxxx Xxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Dear Sirs:
Pursuant to Section 6.1(c)(vi) of the Stock Exchange Agreement by and
between Xxxxxx Industries, Inc. ("BEII"), Xxxxx Communications Corporation, and
the shareholders of Xxxxx Communications Corp., I hereby agree and acknowledge
that I have pledged 7,000,000 shares of BEII common stock to secure debts
("Pledged Shares"). Xxxxxxx Xxxxxxxxx is aware that such shares have been
pledged. If the Pledged Shares are returned within one year from the date
hereof, I agree that I will not sell in any public or private transaction any of
the Pledged Shares owned by Xxxxxx Partnership, Ltd. I hereby consent to
placing a stop transfer order with the transfer agent of BEII and placing a
restrictive legend on any certificate representing any of the Pledged Shares.
Sincerely,
/S/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx, President
Simkova, LLC, as General Partner of
Xxxxxx Partnership, Ltd.
Agreed and Acknowledged:
/S/ Xxxxxxx Xxxxxxxxx
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Xxxxxxx Xxxxxxxxx
Date: 7/19/01
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