0000950136-97-000698 Sample Contracts

JOINT FILING AGREEMENT
Joint Filing Agreement • June 2nd, 1997 • Waxman Usa Inc • Wholesale-hardware & plumbing & heating equipment & supplies

In accordance with Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the shares of common stock, par value $.01 per share, of Barnett Inc., and further agree that this Joint Filing Agreement be included as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such statement.

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Armond Waxman 31350 Ainsworth Drive Pepper Pike, Ohio 44124
Waxman Usa Inc • June 2nd, 1997 • Wholesale-hardware & plumbing & heating equipment & supplies

This letter is being delivered to you in connection with the proposed Underwriting Agreement (the "Underwriting Agreement") by and among Barnett Inc., a Delaware corporation (the "Company"), Waxman USA Inc., a Delaware corporation, Waxman Industries, Inc., a Delaware corporation, and you, as representatives of a group of Underwriters named therein, relating to an underwritten public offering of Common Stock, $.01 par value (the "Common Stock"), of the Company. Each capitalized term used, but not otherwise defined, herein shall have the meaning ascribed to such term in the Underwriting Agreement.

Melvin Waxman 4411 University Parkway University Heights, Ohio 44118
Waxman Usa Inc • June 2nd, 1997 • Wholesale-hardware & plumbing & heating equipment & supplies

This letter is being delivered to you in connection with the proposed Underwriting Agreement (the "Underwriting Agreement") by and among Barnett Inc., a Delaware corporation (the "Company"), Waxman USA Inc., a Delaware corporation, Waxman Industries, Inc., a Delaware corporation, and you, as representatives of a group of Underwriters named therein, relating to an underwritten public offering of Common Stock, $.01 par value (the "Common Stock"), of the Company. Each capitalized term used, but not otherwise defined, herein shall have the meaning ascribed to such term in the Underwriting Agreement.

Waxman Industries, Inc. 24460 Aurora Road Bedford Heights, Ohio 44146
Waxman Usa Inc • June 2nd, 1997 • Wholesale-hardware & plumbing & heating equipment & supplies • Delaware
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