EXHIBIT 1
JOINT FILING AGREEMENT
The undersigned hereby agree to jointly file a
statement on Schedule 13D, together with any amendments thereto
(collectively, the "Schedule 13Ds"), with the Securities and
Exchange Commission pursuant to the requirements of Rule 13d-1(k)
under the Securities Exchange Act of 1934, as amended. This Joint
Filing Agreement may be signed in counterpart copies.
Dated: October 4, 2002 ST. CLOUD CAPITAL PARTNERS, LP
By: /s/ Xxxxxxxx X. Xxxxxx
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Name: Xxxxxxxx X. Xxxxxx
Title: Partner
Dated: October 4, 2002 SCGP, LLC
By: /s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
Title: Managing Member
Dated: October 4, 2002 ST. CLOUD CAPITAL, LLC
By: /s/ Xxxx Xxxxxxx
------------------------------
Name: Xxxx Xxxxxxx
Title: Managing Member
Dated: October 4, 0000 XXXXXXXX X. XXXXXX
By: /s/ Xxxxxxxx X. Xxxxxx
------------------------------
Xxxxxxxx X. Xxxxxx
Dated: October 4, 2002 XXXX XXXXXXX
By: /s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx
