VOTING AGREEMENT
The undersigned, in consideration of the willingness of X. Xxxx Price
Recovery Fund II, L.P. ("TRP") to invest in Xxx Xxxxxx, Inc. ("JJI"), agree as
follows, effective as of December 5, 1997:
At any time at which TRP continues to own not less than 50% of each of the
Series A Preferred Stock and Series B Preferred Stock of JJI purchased by it on
December 5, 1997, each of the undersigned will vote all of its voting stock of
JJI and will take such other action as it may lawfully take to cause one nominee
of TRP to serve as a director of JJI.
XXXXXX, XXXXXXX STRATEGIC
PARTNERS FUND, L.P.
By: Xxxxxx, Xxxxxxx Srategic Partners, L.P.
its general partner
By: /s/ XXXXXX X. XXXXXX
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Xxxxxx X. Xxxxxx, a general partner
STRATEGIC ASSOCIATES, L.P.
By: Xxxxxx, Xxxxxxx & Company, LLC
its general partner
By: /s/ XXXXXX X. XXXXXX
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Xxxxxx X. Xxxxxx, a managing member
/s/ XXXXXXX X. XXXXXXXX
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XXXXXXX X. XXXXXXXX
