EXHIBIT 1
JOINT FILING AGREEMENT
THIS JOINT FILING AGREEMENT (this "Agreement") is made and entered into
as of this 9th day of December, 2004 among Xxxx Xxxxxxx, Xxxxx X. Xxxxxxx, Xxxxx
Portfolio Company I, LLC, Xxxxx Capital Management III, LP, Wicks Apex III,
Inc., Xxxxx X. Xxxxxx and P.A.W. Capital Corp.
Each of the undersigned hereby acknowledges and agrees, in compliance
with the provisions of Rule 13d-1(k)(1) promulgated under the Securities
Exchange Act of 1934, as amended, that the Schedule 13D to which this Agreement
is attached as an Exhibit, and any amendments thereto, will be filed with the
Securities and Exchange Commission jointly on behalf of the undersigned. Each
party represents to the other parties that he or it is eligible to file a
statement or statements on Schedule 13D. This Agreement may be executed in one
or more counterparts.
IN WITNESS WHEREOF, the parties, hereto have executed this Agreement as of the
date first set forth above.
/s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx
/s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
WICKS PORTFOLIO COMPANY I, LLC
By: Xxxxx Capital Management III, L.P.
its Managing Member
By: Wicks Apex II, Inc.,
its General Partner
By: /s/ Xxxxxx X. Xxxxx
---------------------------
Name: Xxxxxx X. Xxxxx
Title: Managing Partner
XXXXX CAPITAL MANAGEMENT III, L.P.
By: Wicks Apex II, Inc.,
its General Partner
By: /s/ Xxxxxx X. Xxxxx
---------------------------
Name: Xxxxxx X. Xxxxx
Title: Managing Partner
WICKS APEX II, INC.,
By: /s/ Xxxxxx X. Xxxxx
---------------------------
Name: Xxxxxx X. Xxxxx
Title: Managing Partner
/s/ Xxxxx X. Xxxxxx
--------------------------------
Xxxxx X. Xxxxxx
P.A.W. CAPITAL CORP.
By: /s/ Xxxxx X. Xxxxxx
----------------------------
Name: Xxxxx X. Xxxxxx
Title: President
