EX-1 3 jan1303_ex1.txt EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, without par value of Frontstep Systems, Inc., an Ohio corporation and further agrees that this Joint Filing Agreement be included as an exhibit to such filings provided that, as contemplated by Section 13d-1(k)(l)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Joint Filing may be executed in any number of counterparts, all of which together shall constitute one and the same instrument. MORGAN STANLEY MORGAN STANLEY DEAN WITTER VENTURE PARTNERS IV, L.P. By: /s/ Peter R. Vogelsang By MSDW Venture Partners IV, L.L.C. --------------------------------- its General Partner Name: Peter R. Vogelsang Title: Authorized Signatory By MSDW Venture Partners IV, Inc. its Member By: /s/ Debra Abramovitz MSDW VENTURE PARTNERS IV, INC. ---------------------------------- Name: Debra Abramovitz By: /s/ Debra Abramovitz Title: Executive Director --------------------------------- Name: Debra Abramovitz Title: Executive Director MSDW VENTURE PARTNERS IV, L.L.C. MORGAN STANLEY DEAN WITTER VENTURE INVESTORS IV, L.P. By MSDW Venture Partners IV, Inc. By MSDW Venture Partners IV, L.L.C. its Member its General Partner By: /s/ Debra Abramovitz By MSDW Venture Partners IV, Inc. --------------------------------- its Member Name: Debra Abramovitz Title: Executive Director By: /s/ Debra Abramovitz ---------------------------------- Name: Debra Abramovitz Title: Executive Director MORGAN STANLEY DEAN WITTER VENTURE MORGAN STANLEY DEAN WITTER EQUITY OFFSHORE INVESTORS IV, L.P. FUNDING, INC. By MSDW Venture Partners IV, L.L.C. By: /s/ James T. Keane its General Partner ---------------------------------- Name: James T. Keane By MSDW Venture Partners IV, Inc. Title: Vice President its Member By: /s/ Debra Abramovitz --------------------------------- Name: Debra Abramovitz Title: Executive Director ORIGINATORS INVESTMENT PLAN, L.P. MSDW OIP INVESTORS, INC. By: MSDW OIP Investors, Inc., its General Partner By: /s/ James T. Keane --------------------------------- Name: James T. Keane Title: Vice President By: /s/ James T. Keane --------------------------------- Name: James T. Keane Title: Vice President