Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the persons named below agree to the joint filing on behalf of
each of them of a statement on Schedule 13G (including amendments thereto) with
respect to the Common Stock, par value $0.001 per share, of Liquid Audio, Inc.
and further agree that this Joint Filing Agreement be included as an Exhibit to
such joint filing. In evidence thereof, the undersigned, hereby execute this
Agreement this 13th day of December, 2002.
Dated: December 13, 2002
SC FUNDAMENTAL VALUE FUND, L.P.
By: SC Fundamental LLC, as General Partner
By: /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx, Member
SC FUNDAMENTAL LLC
By: /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx, Member
SC FUNDAMENTAL VALUE BVI, LTD.
By: SC Fundamental Value BVI, Inc., as
managing general partner of investment
manager
By: /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx, Vice President
SCI-BVI PARTNERS
By: SC Fundamental Value BVI, Inc., as
managing general partner
By: /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx, Vice President
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PMC-BVI, INC.
By: /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx as Attorney-in-Fact for
Xxxxx X. Xxxxxxx, President (1)
SC FUNDAMENTAL VALUE BVI, INC.
By: /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx, Vice President
/s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx as Attorney-in-Fact for
Xxxxx X. Xxxxxxx (1)
/s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
(1) Executed by Xxxx X. Xxxxxxx as Attorney-in-Fact for Xxxxx X. Xxxxxxx.
The Power of Attorney for Xx. Xxxxxxx is attached as Exhibit 2 to the
Statement on Schedule 13D with respect to the common stock of ESG Re
Limited, filed on August 21, 2000, and is hereby incorporated by
reference.
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