EXHIBIT 1
JOINT FILING AGREEMENT
The undersigned hereby agree to jointly file a statement on Schedule
13D, together with any amendments thereto (collectively, the "Schedule 13Ds"),
with the Securities and Exchange Commission pursuant to the requirements of Rule
13d-1(k) under the Securities Exchange Act of 1934, as amended. This Joint
Filing Agreement may be signed in counterpart copies.
Dated: June 6, 2002 ST. CLOUD CAPITAL PARTNERS, LP
By: s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Partner
Dated: June 6, 2002 SCGP, LLC
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Managing Member
Dated: June 6, 2002 ST. CLOUD CAPITAL, LLC
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Managing Member
Dated: June 6, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Dated: June 6, 2002 ▇▇▇▇ ▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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