EX-10.6 4 v033726_ex99-1.txt Exhibit 6 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: January 23, 2006 St. Cloud Capital Partners, L.P. By: SCGP, LLC Its: General Partner By: /s/ Marshall S. Geller ------------------------------- Name: Marshall S. Geller Title: Senior Managing Member SCGP, LLC By: /s/ Marshall S. Geller ------------------------------- Name: Marshall S. Geller Title: Senior Managing Member St. Cloud Capital, LLC By: /s/ Marshall S. Geller ------------------------------- Name: Marshall S. Geller Title: Senior Managing Director /s/ Marshall S. Geller ----------------------------------- Marshall S. Geller