EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange
Act of 1934, as amended, the persons named below agree to the joint filing on
behalf of each of them a Statement on Schedule 13D (including amendments
thereto) with regard to the common stock of Xxxx 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 as of May 20, 2005
PRAESIDIUM INVESTMENT MANAGEMENT COMPANY, LLC
By: /S/ XXXXX XXXX
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Name: Xxxxx Xxxx
Title: Managing Member
PRAESIDIUM PARTNERS FUND, LP
By: Praesidium Advisors, LLC, its general partner
By: /S/ XXXXX XXXX
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Name: Xxxxx Xxxx
Title: Managing Member
PRAESIDIUM PARTNERS QP FUND, LP
By Praesidium Advisors, LLC, its general partner
By: /S/ XXXXX XXXX
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Name: Xxxxx Xxxx
Title: Managing Member
PRAESIDIUM OFFSHORE MASTER FUND, LTD.
By: /S/ XXXXX XXXX
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Name: Xxxxx Xxxx
Title: Director
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, SEE the
NOTES).
