GUNTHER INTERNATIONAL LTD. One Winnenden Road Norwich, CT 06360-1570 November 28, 2001

Exhibit 2

XXXXXXX INTERNATIONAL LTD.
Xxx Xxxxxxxxx Xxxx
Xxxxxxx, XX 00000-0000

November 28, 2001

To The Parties Identified
On Exhibit A Attached Hereto

           Re:    Termination of Voting Agreement dated October 2, 1998

Dear Sirs:

           Reference is made to that certain voting agreement by and between Xxxxxxx International Ltd. (the "Company"), Xxxxxxx Partners, LLC ("Xxxxxxx Partners"), Park Investment Partners, Inc., the Estate of Xxxxxx X. Xxxxxx, Four Partners and Xxxxxx Xxxxxxx dated as of October 2, 1998.

           In connection with the closing held today with regard to (1) the Company’s rights offering, (2) the Standby Purchase Agreement by and between the Company and Xxxxxxx Partners dated as of October 24, 2001 and (3) certain related transactions referred to in the Recapitalization Agreement dated June 25, 2001 by and between (among others) the Company and Xxxxxxx Partners, the Company hereby confirms that it has today reacquired and cancelled all of the unpaid debt issued under the Omnibus Agreement, dated as of October 2, 1998.

           In accordance with the terms of Section 3.3(b) of the Voting Agreement, the Company hereby provides notice that the Voting Agreement has terminated effective on the date of this letter.

	Very truly yours, XXXXXXX INTERNATIONAL, LTD.
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name: Title:	Xxxxxxx X. Xxxxxxx Senior Vice President/Chief Financial Officer

cc: Xxxx X. Xxxxxxx
Xxxxxxx X. Xxxxx, Xx., Esq.

Page 7 of 17 Pages

EXHIBIT A

ADDRESS LIST

Park Investment Partners, Inc.
000 0xx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxx
Telecopy: (000) 000-0000

Xxxxxx X. Xxxxxx
000 0xx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopy: (000) 000-0000

Xxxxxxx Partners, LLC
c/o Tisch Family Interests
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxxxx, President
Telecopy: (000) 000-0000

The Estate of Xxxxxx X. Xxxxxx
c/o The United States Trust Company of New York
000 Xxxx 00xx Xxxxxx, #X-0
Xxx Xxxx, XX 00000-0000
Attention: Xxxxxx X. Xxxxxxxxxxx, Esq.
Telecopy: (000) 000-0000

Four Partners
c/o Tisch Family Interests
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxxxx, President
Telecopy: (000) 000-0000

Xxxxxx Xxxxxxx
00 Xxxxxx Xxxx
Xxxxxx, XX 00000
Telecopy: (000) 000-0000

Page 8 of 17 Pages