JOINT FILING AGREEMENT
This Joint Filing Agreement, executed as of the 6th day of
February, 2001, is by and among The Canopy Group, Inc., a Utah corporation
("Canopy"), The Xxxxxxx X. and Lewena Xxxxxx Family Trust, a trust formed under
the laws of the State of Utah (the "Trust"), Xxxxxxx X. Xxxxxx, Lewena Xxxxxx,
and Xxxxx Xxxxx.
RECITALS
WHEREAS, Canopy owns in excess of 5% of Ebiz Enterprises, Inc.
Common Stock ("Ebiz Common Stock") and is required to file a statement of
Beneficial Ownership on Schedule 13D with the Securities and Exchange Commission
(the "Commission"); and
WHEREAS, the Trust beneficially owns a majority of the capital
stock of Canopy, and Xxxxxxx X. Xxxxxx and Lewena Xxxxxx are the Trustees of the
Trust;
WHEREAS, since the Trust beneficially owns a majority of the
outstanding capital stock of Canopy, and Xxxxxxx X. Xxxxxx and Lewena Xxxxxx
serve as trustees of the Trust with full investment and voting power over the
securities held by the Trust, the Trust and Xxxxxxx X. Xxxxxx and Lewena Xxxxxx
may be deemed to be the beneficial owner of the Ebiz Common Stock held by Canopy
pursuant to Rule 13d-3 promulgated by the Commission under the Securities
Exchange Act of 1934 as amended (the "Exchange Act"); and
WHEREAS, Xxxxx X. Xxxxx may be deemed to have a controlling
interest of the voting stock of Canopy and, therefore, may be deemed to be a
beneficial owner of the Ebiz Common Stock held by Canopy pursuant to Rule 13d-3
promulgated by the Commission under the Exchange Act;
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing premises, the
mutual promises contained herein, and certain other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
Canopy, the Trust, Xxxxxxx X. Xxxxxx, Lewena Xxxxxx, and Xxxxx
Xxxxx without admitting beneficial ownership or the existence of a "group", do
hereby agree to file jointly with the Commission any schedules and reports
(including amendments thereto) made on behalf of Canopy or any of its
subsidiaries, pursuant to Sections 13(d), 13(f) and 13(g) of the Exchange Act.
[Signature Page to Follow]
IN WITNESS WHEREOF, the parties hereto have executed this Joint
Filing Agreement as of the date first above written.
THE CANOPY GROUP, INC.
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx, President
THE XXXXXXX X. AND LEWENA XXXXXX FAMILY TRUST
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, Trustee
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
/s/ Lewena Xxxxxx
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Lewena Xxxxxx
/s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
