Premium Holding Inc, et al. – ‘SC 13D’ on 6/9/98 re: Ads Media Group Inc – EX-1

As of:  Tuesday, 6/9/98   ·   Accession #:  950148-98-1489   ·   File #:  5-54159

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General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership             17     54K 
 2: EX-1        Underwriting Agreement                                 1      7K 
 3: EX-2        Plan of Acquisition, Reorganization, Arrangement,      6     28K 
                          Liquidation or Succession                              
 4: EX-3        Articles of Incorporation/Organization or By-Laws      6     27K 
 5: EX-4        Instrument Defining the Rights of Security Holders     6     27K 

EX-1   —   Underwriting Agreement

EX-1
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                                                                       Exhibit 1

JOINT FILING AGREEMENT

    Agreement among Premium Holdings, Inc., World Trust Investments, The
Beverly Century Trust, Mitchell J. Stein and Dennis J. Hawk, whereby in         
accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as     
amended, each of the persons named below agrees to the joint filing on behalf of
each of them of a Statement on Schedule 13D with respect to the equity          
securities of National Health & Safety Corporation and further agrees that this 
Joint Filing Agreement be included as an exhibit to such joint filings provided 
that, as contemplated by Section 13D-1(f)(2)(ii), no person shall be responsible
for the completeness or accuracy of the information concerning the other persons
making the filing, unless such person knows or has reason to believe that such  
information is inaccurate.                                                      

  In evidence thereof the undersigned, being duly authorized, hereby
execute this Agreement in counterpart as of this 8th day of June, 1998.         

    PREMIUM HOLDINGS, INC.

      By:/s/ Mitchell J. Stein
                   -------------------------------
               Name: Mitchell J. Stein
        Title: President

     WORLD TRUST INVESTMENTS

      By:/s/ Mitchell J. Stein
                   -------------------------------
               Name: Mitchell J. Stein
        Title: President

       THE BEVERLY CENTURY TRUST

         By:/s/ Emanuel Barling, Jr.
                   -------------------------------
                  Name: Emanuel Barling, Jr.
      Title: Trustee

         /s/ Mitchell J. Stein
                   -------------------------------
       Mitchell J. Stein

      /s/ Dennis J. Hawk
                   -------------------------------
  Dennis J. Hawk