EXHIBIT 10.5
July 18, 2001
▇▇▇▇▇▇ Industries, Inc.
▇▇▇ ▇. ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Dear Sirs:
Pursuant to Section 6.1(c)(vi) of the Stock Exchange Agreement by and
between ▇▇▇▇▇▇ Industries, Inc. ("BEII"), ▇▇▇▇▇ Communications Corporation, and
the shareholders of ▇▇▇▇▇ Communications Corp., I hereby agree and acknowledge
that I have pledged 7,000,000 shares of BEII common stock to secure debts
("Pledged Shares"). ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ 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/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, President
Simkova, LLC, as General Partner of
▇▇▇▇▇▇ Partnership, Ltd.
Agreed and Acknowledged:
/S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Date: 7/19/01
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