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EXHIBIT 1
AGREEMENT
The undersigned, LandOak Securities, LLC, a limited liability
company organized under the laws of the State of Tennessee ("LandOak"); Xxxxxxx
X. Xxxxxx, a natural person ("Xxxxxx"); and Xxxxxxx X. Xxxxxx, a natural person
("Xxxxxx" and, with LandOak and Xxxxxx, the "Filers"), hereby agree as follows:
1. This Agreement (this "Agreement") is made among the Filers pursuant
to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
2. The obligation of any or all of the Filers to file a Schedule 13D
Statement under the Exchange Act, together with any and all amendments,
supplements and/or exhibits thereto (the "Statement"), with respect to the
acquisition by the Filers of Common Shares, $0.01 par value per share, of Xxxx
Technologies, Inc., a Delaware corporation ("Xxxx"), and other matters set forth
in the Letter Agreement, dated April 26, 1999, among Xxxx and the Filers (the
"Transaction"), shall be satisfied by the filing of a single Schedule 13D.
3. The Statement with respect to the Transaction, together with any and
all amendments, supplements and/or exhibits thereto, is filed on behalf of each
Filer and all Filers.
4. Each of the Filers represents and warrants to the other Filers that
he, she or it is individually eligible to file a Statement on Schedule 13D; and
that, to the best of such Filer's knowledge, the information provided by such
Filer for inclusion in the Statement is complete and accurate in all respects.
IN WITNESS WHEREOF, the parties to this Agreement have duly executed
this Agreement as of this 30th day of April, 1999.
LANDOAK SECURITIES, LLC
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Chief Manager
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
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