EXHIBIT 1
Agreement of Joint Filing
In accordance with Rule 13d-1(f), promulgated under the Securities
Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the
joint filing on behalf of each of them of a Statement on Schedule 13G, and any
amendments thereto, with respect to the Common Stock, $0.01 par value per share,
of Pennexx Foods, Inc. and that this Agreement may be included as an Exhibit to
such filing.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original and all of which together shall be
deemed to constitute one and the same Agreement.
IN WITNESS WHEREOF, each of the undersigned hereby executes this Agreement
as of February 27, 2003.
LC Capital Master Fund, Ltd.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Director
LC Capital Partners, LP
By: LC Capital Advisors, LLC,
its General Partner
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Managing Member
LC Capital Advisors, LLC
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Managing Member
Xxxxx, Xxxxxx & Co., LLC
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Managing Member
LC Capital International, LLC
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Managing Member
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx