EXHIBIT I
SCHEDULE 13D JOINT FILING AGREEMENT
AGREEMENT by and among White Owl Investors, L.L.C., a Delaware
limited liability company ("White Owl"), White Owl Capital Partners, a Texas
general partnership ("WOCP") and the sole managing member of White Owl, and
Somerset Capital Partners, a New York general partnership ("SCP"), whereby each
of them agrees to jointly file a statement on Schedule 13D with the Securities
and Exchange Commission (the "Commission"), pursuant to Section 13D of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules
and regulations promulgated by the Commission thereunder, in connection with
their acquisition of certain securities of Xxxxxx Industries, Inc. (the
"Company"), pursuant to the terms and conditions of that certain Securities
Purchase and Exchange Agreement dated as of January 12, 1998 by and among the
Company, White Owl, WOCP, SCP and certain other purchasers signatory thereto,
and any required amendments thereto, and that such Schedule 13D (inclusive of
any amendments thereto) with respect to the beneficial ownership of shares of
common stock of the Company, shall be deemed to be filed on behalf of each of
them.
IN WITNESS WHEREOF, each of the undersigned have executed this
Agreement as of the 22nd day of January, 1998.
WHITE OWL INVESTORS, L.L.C.
By: White Owl Capital Partners, Managing Member
By: /s/ XXXXXXX X. XXXXXXX
___________________________________________
Name: Xxxxxxx X. Xxxxxxx
Title: Partner
WHITE OWL CAPITAL PARTNERS
By: /s/ XXXXXXX X. XXXXXXX
___________________________________________
Name: Xxxxxxx X. Xxxxxxx
Title: Partner
Page 18 of 86 Pages
SOMERSET CAPITAL PARTNERS
By: /s/ XXXXXXX X. XXXXXXX
___________________________________________
Name: Xxxxxxx X. Xxxxxxx
Title: Partner
Page 19 of 86 Pages
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