Village Green Bookstore Inc Watch

from SC 13D/A 1 page Exhibit 1 - Joint Filing Agreement in Accordance With Rule 13d-1(f) Under the Securities Exchange Act of 1934, the Persons Named Below Agree to the Joint Filing on Behalf of Each of Them of a Statement on Schedule 13d (Including Amendments Thereto) With Respect to the Common Stock of the Village Green Bookstore, Inc., and Further Agree That This Joint Filing Agreement Be Included as an Exhibit to Such Joint Filings. in Evidence Thereof the Undersigned, Being Duly Authorized, Hereby Execute This Agreement This 14th Day of January, 1997. Katie and Adam Bridge Partners, L.P. By: K & a Bridge Partners Corp., General Partner /S/ Steven B. Sands Steven B. Sands, President Jenna Partners, L.P. By: Jenna Capital Corp., General Partner /S/ Martin S. Sands Martin S. Sands, President Jenna Partners II, L.P. By: Jenna II Capital Corp., General Partner /S/ Steven B. Sands Steven B. Sands, President Owl-1 Partners, L.P. By: Owl Capital Management, Inc. General Partner /S/ Martin S. Sands Martin S. Sands, President Page 20 of 21 Pages <page> Ponderosa, L.P. By: /S/ Steven B. Sands Steven B. Sands, General Partner By: /S/ Martin S. Sands Martin S. Sands, General Partner /S/ Steven B. Sands Steven B. Sands /S/ Martin S. Sands Martin S. Sands Page 21 of 21 Pages

from NT 10-Q 1 page <page> 1 Exhibit 1 the Registrant Recently Entered Into a Letter of Intent With Vgbs Acquisition Corp. ("Vgbs"). Vgbs Has Agreed, Subject to Further Negotiation, to Purchase 2,400,000 Shares of the Registrant's Common Stock, Par Value $.001 Per Share, for an Aggregate Purchase Price of $1.2 Million, Such Purchase Price to Be Paid in Four Quarterly Installments of $300,000 Each (The "Transaction"). Since the Timing of the Transaction Is Critical to the Registrant's Ability to Pay Off Its $1.2 Million 7% Convertible Senior Subordinated Debentures Due 1996, the Registrant's Management Has Been Forced to Focus Its Attention Entirely on Negotiating and Preparing for the Transaction. Mr. Raymond C. Sparks, One of the Registrant's Five Directors, Is the Only Executive Officer of the Registrant, and Accordingly, Management's Ability to Respond to a Significant Corporate Event Such as the Transaction and the Filing of Form 10-Qsb Is Limited. as Such, the Registrant Could Not File Its Form 10-Qsb on a Timely Basis Without Unreasonable Effort or Expense

from 10KSB ~20 pages Underwriting agreement