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Exhibit 2.3
GUARANTY
THIS GUARANTY ("Guaranty") is made as of March 11, 1999.
A. WHEREAS, Big Play, Inc., an Ohio corporation ("Purchaser"), and
Roxxi, Inc., a Nevada corporation ("Seller"), have entered into an Asset
Purchase Agreement (the "Agreement") dated March 11, 1999.
B. WHEREAS, Royal Precision, Inc. ("Guarantor"), has agreed to
guarantee all of Seller's obligations pursuant to the Agreement and all of Royal
Grip, Inc.'s ("Royal") obligations under the Assignment and Assumption of Lease
between Purchaser and Royal ("Assignment"), Seller and Royal being subsidiaries
of Guarantor.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Guarantor hereby makes this
Guaranty on the following terms and conditions:
1. Guaranty of Payment. Guarantor hereby unconditionally and
irrevocably guarantees the prompt performance and payment by Seller of all sums
and obligations of Seller pursuant to the terms of the Agreement and all sums
and obligations of Royal Grip, Inc. pursuant to the Assignment.
2. Governing Law. This Guaranty and all amendments hereto shall be
governed by the laws of the State of Ohio without regard to conflicts of law.
3. Successors and Assigns. This Guaranty shall bind the successors and
assigns of Guarantor, and shall inure to the benefit of Purchaser's successors
and assigns.
4. Construction of This Guaranty. This Guaranty is intended to give
rise to absolute and unconditional obligations of Guarantor; hence, in any
construction hereof, notwithstanding any provision of any other document to the
contrary, this Guaranty shall be construed strictly in favor of Purchaser in
order to accomplish its stated purpose.
GUARANTOR
Royal Precision, Inc.
Date: 3/11/98 By: /s/ Xxxxxx X. Xxxxxxxxx
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Its: President
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