EXHIBIT 5
JOINT FILING AGREEMENT
----------------------
The undersigned agree to the joint filing on behalf of each of them of
a Schedule 13D/A (including any and all amendments thereto) with respect to the
Replacement Warrants, dated as of February 23, 2001, and further agree that this
Agreement shall be included as an exhibit to such filings.
The undersigned further agree that each party hereto is responsible
for timely filing of such Schedule 13D/A and any amendments thereto, and for the
completeness and accuracy of the information concerning such party contained
therein, provided that neither party is responsible for the completeness or
accuracy of the information concerning the other party, unless such party knows
or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
executed this 23rd day of February, 2001.
INTERNET CAPITAL GROUP, INC.
By: /s/ Xxxxx X. Nassau
_________________________________
Name: Xxxxx X. Nassau
_______________________________
Title: Vice President and Secretary
______________________________
ICG HOLDINGS, INC.
By: /s/ Xxxxx X. Nassau
_________________________________
Name: Xxxxx X. Nassau
_______________________________
Title: Vice President and Secretary
______________________________