1
EXHIBIT 1
AGREEMENT
AGREEMENT, dated as of May 31, 1997, by and between each of
the persons named on the signature pages hereto.
WHEREAS, each of the parties hereto beneficially owns shares
(the "Shares") of common stock of Kiddie Academy International, Inc., a
Delaware corporation (the "Company"); and
WHEREAS, the parties hereto constitute a "group" with respect
to the beneficial ownership of the Shares for purposes of Rule 13d-1 and
Schedule 13D promulgated by the Securities and Exchange Commission;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. The parties hereto shall prepare a simple statement
containing the information required by Schedule 13D with respect to their
respective interests in the shares (the "Schedule 13D") and any necessary
amendments thereto, and for the completeness and accuracy of the information
concerning him or it contained therein, but shall not be responsible for the
completeness and accuracy of the information concerning any other party
contained therein, except to the extent that he or it knows or has reason to
believe that such information is inaccurate.
2. Xx. Xxxx X. Xxxxxxxx, III, and Xx. Xxxxxx X. Xxxxxx
shall be designated as the persons authorized to receive notices and
communications with respect to the Schedule 13D and any amendments thereto.
3. Each of the undersigned hereby constitutes and
appoints Xxxx X. Xxxxxxxx, III, his or its true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or it and in
his or its name, place and stead, in any and all capacities, to sign the
Schedule 13D and any and all amendments thereto, and other documents in
connection therewith, to be filed with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent all power and authority to do
and perform each and every act requisite and necessary to be done, as fully to
all intents and purposes as he or it might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
4. This Agreement may be executed in counterparts, each
of which taken together shall constitute one and the same instrument.
2
IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the date first above written.
WITNESS:
/s/ Xxxx X. Xxxxxxxx /s/ Xxxxxx X. Xxxxxx (SEAL)
------------------------------ ----------------------------
Xxxxxx X. Xxxxxx
/s/ Xxxx X. Xxxxxxxx /s/ Xxxxxxx X. Xxxxxx (SEAL)
------------------------------ ----------------------------
Xxxxxxx X. Xxxxxx
/s/ Xxxx X. Xxxxxxxx /s/ Xxxxxxx X. Xxxxxx (SEAL)
------------------------------ ----------------------------
Xxxxxxx X. Xxxxxx
