JOINT FILING AGREEMENT THE UNDERSIGNED HEREBY AGREE TO THE JOINT FILING WITH EACH OTHER OF THE ATTACHED STATEMENT ON SCHEDULE 13D, AND ALL AMENDMENTS THERETO, AND THAT SUCH STATEMENT AND ALL AMENDMENTS THERETO, IS MADE ON BEHALF OF EACH OF THEM. IN...

EXHIBIT 1

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CUSIP No. 000000000                 13D                    Page 10 of Pages 10
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                             JOINT FILING AGREEMENT

     THE UNDERSIGNED HEREBY AGREE TO THE JOINT FILING WITH EACH OTHER OF THE
ATTACHED STATEMENT ON SCHEDULE 13D, AND ALL AMENDMENTS THERETO, AND THAT SUCH
STATEMENT AND ALL AMENDMENTS THERETO, IS MADE ON BEHALF OF EACH OF THEM.

      IN WITNESS WHEREOF, THE UNDERSIGNED HEREBY EXECUTED THIS AGREEMENT ON
FEBRUARY 15, 2007.



                             VERTICAL VENTURES, LLC


                             By: /s/ Xxxxxx Xxxxxxxxx
                                 -------------------------------------
                                 Name: Xxxxxx Xxxxxxxxx
                                 Title: Authorized Signatory


                             IROQUOIS CAPITAL LP


                             By: /s/ Xxxxxx Xxxxxxxxx
                                 -------------------------------------
                                 Name: Xxxxxx Xxxxxxxxx
                                 Title: Authorized Signatory


                             /s/ XXXX XXXXX
                             -----------------------------------------
                             XXXX XXXXX


                             /s/ XXXXXXX X. XXXX
                             -----------------------------------------
                             XXXXXXX X. XXXX