Lq Corp Inc Watch

from SC 13D/A 1 page Exhibit 1 Directors and Officers of Jewelcor Management, Inc. Name and Position Principal Occupation Principal Business Address Seymour Holtzman, Chairman and Chief 100 N. Wilkes Barre Blvd. Chairman Executive Officer, Wilkes Barre, Jewelcor Management, Pennsylvania 18702 Inc. Richard Huffsmith, Vice 100 N.WILKES Barre Blvd. Vice President President Wilkes Barre, General Counsel General Counsel Pennsylvania 18702 Maria Sciandra, Corporate Secretary 100 N. Wilkes Barre Blvd. Corporate Secretary Wilkes Barre, Pennsylvania and Director 18702 Joseph Litchman, Vice President/ 100 N. Wilkes Barre Blvd. Vice President/ Treasurer Wilkes Barre, Pennsylvania Treasurer and 18702 Director

from SC 13D/A 1 page Exhibit No. 1 Joint Filing Agreement the Undersigned Hereby Consent to the Joint Filing by Any of Them of a Statement on Schedule 13d and Any Amendments Thereto, Whether Heretofore or Hereafter Filed, Relating to the Securities of Liquid Audio, Inc. and Hereby Affirm That This Amendment No. 2 to Schedule 13d Is Being Filed on Behalf of Each of the Undersigned. Dated: December 20, 2002 Jmb Capital Partners, L.P. By: Smithwood Partners, LLC, General Partner By: /S/ Jonathan Brooks Jonathan Brooks, Title: Sole Member and Manager Dated: December 20, 2002 Smithwood Partners, LLC By: /S/ Jonathan Brooks Jonathan Brooks, Title: Sole Member and Manager Dated: December 20, 2002 /S/ Jonathan Brooks Name: Jonathan Brooks, Individually

from SC 13D/A 1 page Exhibit No. 1 Joint Filing Agreement the Undersigned Hereby Consent to the Joint Filing by Any of Them of a Statement on Schedule 13d and Any Amendments Thereto, Whether Heretofore or Hereafter Filed, Relating to the Securities of Liquid Audio, Inc. and Hereby Affirm That This Amendment No. 1 to Schedule 13d Is Being Filed on Behalf of Each of the Undersigned. Dated: July 30, 2002 Jmb Capital Partners, L.P. By: Smithwood Partners, LLC, General Partner By: /S/ Jonathan Brooks Name: Jonathan Brooks Title: Sole Member and Manager Dated: July 30, 2002 Smithwood Partners, LLC By: /S/ Jonathan Brooks Name: Jonathan Brooks Title: Sole Member and Manager Dated: July 30, 2002 By: /S/ Jonathan Brooks Name: Jonathan Brooks, Individually

from SC 13D 1 page Underwriting agreement

from S-1/A ~50 pages Form of Underwriting Agreement

from S-1/A ~20 pages Form of Underwriting Agreement