ARCHON GROUP January 24, 1997 John D. Santoleri Managing Director E.M. Warburg, Pincus & Co., L.L.C. 466 Lexington Avenue New York, New York 10017-3147 Mike Kojaian Kenneth J. Kojaian C. Michael Kojaian Kojaian Management Corporation 26600 Telegraphy...

EXHIBIT 3

ARCHON
GROUP

January 24, 1997

Xxxx X. Xxxxxxxxx
Managing Director
X.X. Xxxxxxx, Xxxxxx & Co., L.L.C.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000

Xxxx Xxxxxxx
Xxxxxxx X. Xxxxxxx
C. Xxxxxxx Xxxxxxx
Kojaian Management Corporation
00000 Xxxxxxxxxx Xxxx
Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000-0000

RE:          Xxxxx & Xxxxx - Voting Agreement

Gentlemen:

This letter shall confirm our understanding that, in connection with the $11,250,000 investment in Xxxxx & Xxxxx Company (the "Company") by Archon Group, L.P. ("Archon"), Xxxx Xxxxxxx, Xxxxxxx X. Xxxxxxx, C. Xxxxxxx Xxxxxxx (collectively, "the Kojaian Shareholders") and Warburg, Xxxxxx Investors, L.P. ("WPI") and Archon (collectively, the "Shareholders") hereby agree to (i) vote all of the shares of common stock of the Company owned by such Shareholder, and (ii) cause directors nominated by such Shareholder to vote to nominate directors, as follows:

	(i)	if and so long as the Kojaian Shareholders, or any transferee owned or controlled by them that agrees to be bound by the terms of this letter agreement, beneficially owns 1,250,000 shares of the Company's common stock, for a director nominee selected by a majority of the Kojaian Shareholders, who shall be a Kojaian Shareholder or an officer or partner of any entity owned or controlled by any of the Kojaian Shareholders, to be nominated and elected to the Company's Board of Directors;
	(ii)	if and so long as WPI beneficially owns 5,059,169 shares of the Company's common stock, for those nominees designated by WPI, who shall be officers of WPI or any of its venture banking affiliates, to be nominated and elected to the Company's Board of Directors; and

January 24, 1997
Page Two

(iii) if and so long as Archon beneficially owns 1,250,000 shares of the Company's common stock, for a director nominee designated by Archon who shall be an employee of Archon, Xxxxxxx, Xxxxx & Co. or an affiliate thereof, to be nominated and elected to the Company's Board of Directors.

None of the Shareholders shall enter into any other voting arrangement or proxy whereby its voting rights would be vested in any other party, except if such party agrees to be bound by the above.

In the event that all directors nominated by any of WPI, the Kojaian Shareholders, or Archon either resign or decline to be nominated for reelection and no other nominees are nominated by such Shareholder or such Shareholder fails to nominate any director or directors for election (a "Terminated Shareholder"), then (i) the rights and obligations of such Terminated Shareholder under this Agreement shall terminate with respect to such Terminated Shareholder and (ii) each remaining Shareholder shall have no obligation hereunder toward or with respect to such Terminated Shareholder or its nominees.

This Agreement may only be varied by an instrument in writing, and shall be governed under the laws of the State of Delaware.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but which together shall constitute one and the same instrument.

Sincerely,

/s/Xxxx X. Xxxxxxxx

Xxxx X. Xxxxxxxx
Archon Gen-Par, Inc.


ACCEPTED AND AGREED

WARBURG, XXXXXX INVESTORS, L.P.:

Warburg, Xxxxxx & Co.
By:
Name:
Title:

                    Please countersign one copy indicating your agreement to the above.

Sincerely,

/s/ Xxxx Xxxxxxxx

Xxxx Xxxxxxxx
Archon Gen-Par, Inc.

ACCEPTED AND AGREED WARBURG, XXXXXX INVESTORS, L.P.: /s/Xxxx X. Xxxxxxxxx Warburg, Xxxxxx & Co.
By:
Name:	Xxxx X. Xxxxxxxxx
Title:	Partner
KOJAIAN SHAREHOLDERS: /s/Xxxx Xxxxxxx
By:	Xxxx Xxxxxxx
/s/Xxxxxxx X. Xxxxxxx
By:	Xxxxxxx X. Xxxxxxx
/s/C. Xxxxxxx Xxxxxxx
By:	C. Xxxxxxx Xxxxxxx