JOINT FILING AGREEMENT

CUSIP No.
00000X000

Exhibit 1

JOINT FILING AGREEMENT

     In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned agree that only one statement containing the information required by Schedule 13G need be filed by each of the undersigned with respect to the ownership by each of the undersigned of shares of common stock of World Air Holdings, Inc. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

Date: February 14, 2005

		JMB CAPITAL PARTNERS, L.P.
		By:		Smithwood Partners, LLC
		By:		/s/ Xxxxxxxx Xxxxxx
		Name:		Xxxxxxxx Xxxxxx
		Title:		Sole Member and Manager
		SMITHWOOD PARTNERS, LLC
		By:		/s/ Xxxxxxxx Xxxxxx
		Name:		Xxxxxxxx Xxxxxx
		Title:		Sole Member and Manager
		XXXXXXXX XXXXXX
		/s/ Xxxxxxxx Xxxxxx
		Xxxxxxxx Xxxxxx, an individual

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