Exhibit 1
JOINT FILING AGREEMENT
Agreement between X.X. Xxxxx ("Xxxxx") and Xxxx Xxxxx ("Frock"), dated
as of March 1, 2002.
Background
Xxxxx is the Chairman of the Board and Chief Executive Officer of Nobel
Learning Communities, Inc. (the "Company") and Frock is the Vice Chairman and
Chief Administrative Officer of the Company. Both Xxxxx and Frock are the
beneficial owners of shares of the Common Stock of the Company and are
reflecting the ownership of such shares on a Schedule 13D filed with the
Securities and Exchange Commission. Xxxxx and Frock desire to provide for the
filing of a joint statement on Schedule 13D to reflect their ownership of
securities of the Company on the terms and conditions set forth herein.
Now therefore, intending to be legally bound hereby, and for good and
valuable consideration, the receipt of which is hereby acknowledge, the parties
hereto agree as follows:
1. Each party hereto represents to the other party that he is eligible
to use Schedule 13D in accordance with Regulation 13D promulgated under the
Securities Exchange Act of 1934, as amended. The parties hereto agree that, from
and after the date hereof, one statement on Schedule 13D shall be filed on
behalf of each of them with respect to their ownership of the securities of the
Company.
2. Each party hereto acknowledges and agrees that he shall be
responsible for the timely filing of the Schedule 13D and any amendments
thereto, and for the completeness and accuracy of the information concerning
such party contained therein. Neither party shall be responsible for the
completeness or accuracy of the information concerning the other party hereto
unless such party knows or has reason to believe that such information is
inaccurate.
3. The parties hereto acknowledge and agree that this Agreement will be
filed as an Exhibit to their Schedule 13D and any amendments thereto.
In Witness Whereof, the parties hereto have executed this Agreement as
of the day and year first above written.
/s/ X.X. Xxxxx
---------------------------------------
X.X. Xxxxx
/s/ Xxxx Xxxxx
---------------------------------------
Xxxx Xxxxx
(Page 8 of 8 Pages)
