Exhibit 1
AGREEMENT AMONG FILING PARTIES
THIS AGREEMENT is made and entered into as of December 29, 2000, by and
among Omnicom Group Inc., Communicade Inc. and Communicade Investment Company of
Nevada, Inc. (collectively referred to herein as the "Filing Parties").
WHEREAS, Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as
amended (the "Act"), requires that, when a Schedule 13D is filed on behalf of
more than one person, an agreement be executed and filed as an exhibit to the
Schedule 13D reflecting that the Schedule 13D is being filed on behalf of all
such persons;
NOW THEREFORE, in consideration of the premises and the mutual promises
stated herein, the Filing Parties hereby agree as follows:
1. Each Filing Party agrees that a single Schedule 13D (and any amendments
thereto) will be jointly filed on behalf of all Filing Parties with respect to
the shares of capital stock of Xxxxxx.xxx, Ltd., a Delaware corporation.
2. Each Filing Party acknowledges and agrees that, pursuant to Rule
13d-1(k)(1) under the Act, each Filing Party individually is (i) eligible to use
the Schedule 13D and (ii) responsible for the timely filing of such Schedule 13D
and any amendments thereto and for the completeness and accuracy of the
information concerning such Filing Party contained in such Schedule 13D. None of
the Filing Parties, however, will be responsible for the completeness or
accuracy of information concerning any other Filing Party contained in such
Schedule 13D, or any amendments thereto, unless such Filing Party knows or has
reason to believe that such information is incomplete or inaccurate.
3. This agreement will not be assignable by any Filing Party. Any
assignment in violation of the foregoing will be null and void.
4. This agreement will terminate upon the written notice of termination
given by any Filing Party to the other Filing Parties.
5. This agreement may be executed in several counterparts, each of which
will be deemed to be an original copy hereof.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement Among
Filing Parties as of the date set forth below.
Date: December 29, 2000 OMNICOM GROUP INC.
By: /s/ XXXXXXX X. XXXXXXXXXXXX
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Executive Vice President
COMMUNICADE INC.
By: /s/ XXXXXX X. XXXXXXX
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Chief Financial Officer
COMMUNICADE INVESTMENT COMPANY
OF NEVADA, INC.
By: /s/ XXXXXX X. XXXXXXX
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Treasurer
