Exhibit 2.1
AGREEMENT AMONG REPORTING PERSONS
THIS AGREEMENT AMONG REPORTING PERSONS ("Agreement") is made and entered
into by and among Xxxxxx X. Xxxx, an individual; R-M-S Investments, Ltd., a
Florida Limited Partnership and Consolidated National Corporation, a Florida
Corporation (collectively, the "Group").
W I T N E S S E T H:
WHEREAS, each member of the Group may be deemed to beneficially own shares
of the Common Stock of MB Software Corporation; and
WHEREAS, each member of the Group desires to file a single Schedule 13D
indicating the beneficial ownership of each member; and
WHEREAS, Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934
(the "Act") requires that, when a Schedule 13D is filed on behalf of more than
one person, the Schedule 13D shall include as an exhibit to the Schedule 13D an
agreement in writing of such persons that the Schedule 13D is filed on behalf of
each of them.
NOW, THEREFORE, in consideration of the premises and the mutual promises of
the parties thereto, the parties hereto covenant and agree as follows:
1. Xxxxxx X. Xxxx, R-M-S Investments, Ltd. and Consolidated National
Corporation agree that a single Schedule 13D, and any amendments thereto,
relating to the shares of Common Stock of MB Software Corporation shall be filed
on behalf of each of them.
2. Xxxxxx X. Xxxx, R-M-S Investments, Ltd. and Consolidated National
Corporation each acknowledge and agree that pursuant to Rule 13d-1(k)(1) under
the Act each of them is individually responsible for the timely filing of the
Schedule 13D, and any amendment thereto, and for the completeness and accuracy
of the information contained therein.
3. This Agreement shall not be assignable to any party hereto.
4. This Agreement shall be terminated only upon the first to occur of the
following: (a) the death of any of the individual parties hereto, (b) the
dissolution or liquidation of R-M-S Investments, Ltd., or Consolidated National
Corporation or (c) a written notice of termination given by any party hereto to
all of the other parties hereto.
5. This Agreement may be executed in several counterparts, each of which
shall be deemed to be an original copy hereof but all of which together shall
constitute a single instrument.
6. Xxxxxx X. Xxxx, R-M-S Investments, Ltd. and Consolidated National
Corporation each acknowledge and agree that Xxxxxx X. Xxxx shall be authorized
as attorney-in-fact to sign, on behalf of each party to this Agreement, any
Schedule 13D, or amendments thereto, that are required to be filed on behalf of
the parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the 6th day of March, 2000.
/s/ Xxxxxx X. Xxxx
------------------------------------
Xxxxxx X. Xxxx, Individually
R-M-S INVESTMENTS, LTD.
By: /s/ Xxxxxx X. Xxxx
--------------------------------
Xxxxxx X. Xxxx, General Partner
CONSOLIDATED NATIONAL CORPORATION
By: /s/ Xxxxxx X. Xxxx
--------------------------------
Xxxxxx X. Xxxx, President
-2-
