AGREEMENT TO CAUSE PERFORMANCE
FOR VALUE RECEIVED, the undersigned, Xxxxxxx X. Xxxxxxx ("Masters"),
agrees as follows in favor of Ranger Industries, Inc., a Connecticut corporation
("Ranger") and BEI Acquisition Corporation, a Florida corporation ("BEI" and
collectively with Ranger, the "Ranger Parties"):
1. Promise of Performance. Masters hereby absolutely and unconditionally
promises to use his best efforts to cause Xxxxxxxxx Enterprises, Inc.
("Xxxxxxxxx") to perform in a timely manner in all material respects its
obligations under the Agreement and Plan of Merger and Reorganization, dated
December 28, 2000, by and among Xxxxxxxxx, Ranger and BEI (the "Performance
Obligations").
2. Waiver of Notices. Masters waives notice of the acceptance of this
Agreement and of the extension or continuation of the Performance Obligations or
any part thereof. Masters further waives presentment, protest, notice, dishonor
or default, demand for payment and any other notices to which Masters might
otherwise be entitled.
3. Waiver of Suretyship Defenses. Masters agrees that the Ranger Parties or
either of them may, at any time and from time to time, and without notice to
Masters, make any agreement with Xxxxxxxxx for the extension, renewal, payment,
compromise, discharge or release of the Performance Obligations (in whole or in
part), or for any modification or amendment of the terms thereof or of any
instrument or agreement evidencing the Performance Obligations, all without in
any way impairing, releasing, discharging or otherwise affecting the obligations
of Masters under this Agreement. Masters consents to the taking of, or failure
to take, any action which might in any manner or to any extent vary the risks of
Masters under this Agreement or which, but for this provision, might operate as
a discharge of Masters.
4. Miscellaneous. This Agreement is made solely for the benefit of the
Ranger Parties. Nothing in this Agreement is intended to or shall be construed
to give any other person or entity any legal or equitable right, remedy or
claim, it being the intention of Masters and the Ranger Parties that this
Agreement is for the sole and exclusive benefit of the Ranger Parties. This
Agreement shall be governed and construed in accordance with the laws of the
State of Florida, regardless of the laws that might otherwise govern under
applicable principles of conflicts of law thereof.
XXXXXXX X. XXXXXXX
Dated: December 29, 2000 /s/ Xxxxxxx X. Xxxxxxx
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