EXHIBIT 1
JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K)
JOINT FILING AGREEMENT (this "Agreement"), dated as of September 26,
2005, among Sigma Opportunity Fund, LLC, Sigma Capital Advisors, LLC and Sigma
Capital Partners, LLC , each a Delaware limited liability company, and Xxxx Xxxx
(collectively, the "Joint Filers").
WITNESSETH
WHEREAS, as of the date hereof, each of the Joint Filers is filing a
Schedule 13G under the Securities Exchange Act of 1934 (the "Exchange Act") with
respect to securities of eNucleus, Inc. (the "Schedule 13G");
WHEREAS, each of the Joint Filers is individually eligible to file the
Schedule 13G;
WHEREAS, each of the Joint Filers wishes to file the Schedule 13G and
any amendments thereto jointly and on behalf of each of the Joint Filers,
pursuant to Rule 13d-1(k)(1) under the Exchange Act;
NOW, THEREFORE, in consideration of these premises and other good and
valuable consideration, the parties hereto agree as follows:
1. The Joint Filers hereby agree that the Schedule 13G is, and any
amendments thereto will be, filed on behalf of each of the Joint Filers pursuant
to Rule 13d-1(k)(1) under the Exchange Act.
2. Each of the Joint Filers hereby acknowledges that, pursuant to Rule
13d-1(k)(1)(ii) under the Exchange Act, it is responsible for the timely filing
of the Schedule 13G and any amendments thereto, and for the completeness and
accuracy of the information concerning it contained therein, and is not
responsible for the completeness and accuracy of the information concerning any
of the other parties contained therein, unless it knows or has reason to know
that such information is inaccurate.
3. Each of the Joint Filers hereby agrees that this Agreement shall be
filed as an exhibit to the Schedule 13G, pursuant to Rule 13d-1(k)(1)(iii) under
the Exchange Act.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed individually or by their respective directors hereunto duly authorized
as of the day and year first above written.
SIGMA OPPORTUNITY FUND, LLC
BY: SIGMA CAPITAL ADVISORS, LLC, managing member
/s/ Xxxx Xxxx
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Xxxx Xxxx, Manager
SIGMA CAPITAL ADVISORS, LLC
/s/ Xxxx Xxxx
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BY: Xxxx Xxxx, Manager
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SIGMA CAPITAL PARTNERS, LLC
/s/ Xxxx Xxxx
------------------------------------
BY: Xxxx Xxxx, Sole Member
/s/ Xxxx Xxxx
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Xxxx Xxxx
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