Exhibit 1
SECURITY HOLDER ACKNOWLEDGMENT
The undersigned, pursuant to Section 5.12 of the Underwriting Agreement between
HLM Design, Inc. (the "Company") and Xxxxxxx Xxxxxx & Company Financial
Services, Inc. ("Berthel"), Westport Resources Investment Services, Inc.
("Westport") and Xxxxxx Xxxx Securities Corporation ("Xxxxxx Xxxx") (Westport
and Xxxxxx Xxxx together with Berthel, the "Managers"), of even date herewith,
being all of the officers, directors, or employees of the Company who
individually own 5% or more of shares of the Company (based on the number of
shares outstanding as of the date hereof) agree and acknowledge that they shall
not directly or indirectly offer or sell to the public, or privately, any
portion of the shares of common stock of the Company owned by such persons prior
to the date of the Underwriting Agreement or hereafter acquire by exercise of an
option, for a period of twelve months from the date of the Underwriting
Agreement without the prior written consent of Berthel. the undersigned
acknowledge that the delivery of this Acknowledgment is a condition of the
agreement of the Managers to enter into the Underwriting Agreement with the
Company, and that execution by the Managers of the Underwriting Agreement
confers upon the undersigned substantial benefits, and is consideration for the
execution by the undersigned of this Acknowledgment. If the Managers shall fail
to perform their obligations pursuant to Section 3 of the Underwriting
Agreement, as extended or waived in writing by the Company, the undersigned
shall have no further obligation hereunder following the Closing Date set forth
in the Underwriting Agreement.
/s/Xxxxxx X. Xxxxxx June 12, 1998
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Date
/s/Xxxxxx X. Xxxxxxx June 12, 1998
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Date
