JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities and Exchange Act of 1934, as amended, the parties named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D, and amendments thereto, with...

EXHIBIT 1

                                JOINT FILING AGREEMENT

     In accordance with Rule 13d-1(f) under the Securities and Exchange
Act of 1934, as amended, the parties named below agree to the joint
filing on behalf of each of them of a Statement on Schedule 13D, and
amendments thereto, with respect to the securities of the company named
below:

DATED: DECEMBER 11, 2002

COMPANY: XXXXXXXX'X HOLDINGS, INC.

SECURITIES: COMMON STOCK, $.01 PAR VALUE


                                             PARTIES

                                       ALPINE ASSOCIATES,
                                       A Limited Partnership

                                   By: Xxxxxx Corp.
                                   By:  /S/XXXX XXXXX
                                       ----------------------


                                       ALPINE PARTNERS, L.P.

                                   By: Xxxxxx Corp.
                                   By:  /S/XXXX XXXXX
                                       ----------------------