EXHIBIT 3
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)
This agreement is made pursuant to Rule 13d-1(k)(1) under the Securities
Exchange Act of 1934, as amended (the "Act") by and among the parties listed
below, each referred to herein as a "Joint Filer." The Joint Filers agree that a
statement of beneficial ownership as required by Section 13(d) of the Act and
the Rules thereunder may be filed on each of their behalf on Schedule 13D or
Schedule 13G, as appropriate, and that said joint filing may thereafter be
amended by further joint filings. The Joint Filers state that they each satisfy
the requirements for making a joint filing under Rule 13d-1.
Dated: November 14, 2005
K CAPITAL PARTNERS, LLC
By: Harwich Capital Partners, LLC, managing member
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Chief Administrative Officer
HARWICH CAPITAL PARTNERS, LLC
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Chief Administrative Officer
K CAPITAL OFFSHORE MASTER FUND (U.S. DOLLAR), L.P.
By: K Capital Partners, LLC, general partner
By: Harwich Capital Partners, LLC, managing member
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Chief Administrative Officer
SPECIAL K CAPITAL OFFSHORE MASTER FUND (U.S. DOLLAR), L.P.
By: K Capital Partners, LLC, general partner
By: Harwich Capital Partners, LLC, managing member
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Chief Administrative Officer
XXXXX XXXXXX
/s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
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