EXHIBIT 1
JOINT FILING AGREEMENT AND POWER OF ATTORNEY
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the persons named below agree to the joint filing on behalf of
each of them of this Statement on Schedule 13D to be filed with the Securities
and Exchange Commission with respect to the Common Stock, par value $.01 per
share, of ▇▇▇▇▇'▇ Roadhouse, Inc., and further agree that this Joint Filing
Agreement be included as an Exhibit to such joint filings.
In addition, each person whose signature appears below hereby
constitutes and appoints ▇▇▇▇ ▇. Day and ▇▇▇▇ ▇. ▇▇▇▇ his, her, or its true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him, her, or its and in his, her, or its name, place and
stead, in any and all capacities (until revoked in writing) to sign any and all
instruments, certificates and documents required to be executed on behalf of
him, her, or it as an individual or entity pursuant to Sections 13(d) and 13(g)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any
and all regulations promulgated thereunder, and to file the same, with all
exhibits thereto, and any other documents in connection therewith, with the
Securities and Exchange Commission, and with any other entity when and if such
is mandated by the Exchange Act, granting unto said attorneys-in-fact and agents
full power and authority to do and perform each and every act and thing
necessary fully for all intents and purposes as he, she, or it might or could do
in person, thereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
In evidence thereof the undersigned, being duly authorized, hereby
execute this Agreement on this 7th day of January 1998.
A Few Valuable Businesses Partnership
By: /s/ ▇▇▇▇ ▇. Day
____________________________________(SEAL)
Name: ▇▇▇▇ ▇. Day
_________________________________________
Title: Managing Partner
_________________________________________
Team Partnership
By: /s/ ▇▇▇▇ ▇. Day
____________________________________(SEAL)
Name: ▇▇▇▇ ▇. Day
_________________________________________
Title: Managing Partner
_________________________________________
Capital Partner Investments Partnership
By: /s/ ▇▇▇▇ ▇. Day
____________________________________(SEAL)
Name: ▇▇▇▇ ▇. Day
_________________________________________
Title: Managing Partner
_________________________________________
▇▇▇▇▇▇▇ Capital Partners, L.L.C.
By: /s/ ▇▇▇▇ ▇. Day
____________________________________(SEAL)
Name: ▇▇▇▇ ▇. Day
_________________________________________
Title: Managing Partner
_________________________________________
Investors Management Corporation
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇▇
____________________________________(SEAL)
Name: ▇. ▇. ▇▇▇▇▇▇▇▇
_________________________________________
Title: Vice President
_________________________________________
2
▇▇▇▇▇▇▇ Trust
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
____________________________________(SEAL)
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
_________________________________________
Title: Trustee
_________________________________________
/s/ ▇▇▇▇ ▇. Day
__________________________________________(SEAL)
▇▇▇▇ ▇. Day
/s/ ▇▇▇▇ ▇. ▇▇▇▇
__________________________________________(SEAL)
▇▇▇▇ ▇. ▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
__________________________________________(SEAL)
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
__________________________________________(SEAL)
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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