Rotech Healthcare Inc Watch

from SC 13G/A 1 page Agreement of Joint Filing Pursuant to Rule 13d-1(k)(1) Under the Securities Exchange Act of 1934, as Amended, the Undersigned Hereby Consent to the Joint Filing on Their Behalf of a Single Schedule 13g and Any Amendments Thereto, With Respect to the Beneficial Ownership by Each of the Undersigned of Shares of Common Stock, $0.0001 Par Value Per Share, of Rotech Healthcare Inc. a Delaware Corporation. the Undersigned Hereby Further Agree That This Statement May Be Executed in Any Number of Counterparts, Each of Which When So Executed Shall Be Deemed to Be an Original, but All of Which Counterparts Shall Together Constitute One and the Same Instrument. Dated: February 13, 2008 Wynnefield Small Cap Value Offshore Fund, Ltd. By: Wynnefield Capital, Inc. By: /S/ Nelson Obus Nelson Obus, President Channel Partnership II, L.P. By: /S/ Nelson Obus Nelson Obus, General Partner Wynnefield Capital, Inc. By: /S/ Nelson Obus Nelson Obus, President Wynnefield Capital, Inc. Profit Sharing Plan By: /S/ Nelson Obus Nelson Obus, Portfolio Manager /S/ Nelson Obus Nelson Obus, Individually /S/ Joshua Landes Joshua Landes, Individually

from SC 13G 1 page Exhibit 1 Agreement of Joint Filing Pursuant to Rule 13d-1(k)(1) Under the Securities Exchange Act of 1934, as Amended, the Undersigned Hereby Consent to the Joint Filing on Their Behalf of a Single Schedule 13g and Any Amendments Thereto, With Respect to the Beneficial Ownership by Each of the Undersigned of Shares of Common Stock, $0.0001 Par Value Per Share, of Rotech Healthcare Inc., a Delaware Corporation. Dated: As of April 28, 2006 Wynnefield Partners Small Cap Value, L.P. By: Wynnefield Capital Management, LLC, General Partner By: /S/ Nelson Obus Nelson Obus, Managing Member Wynnefield Partners Small Cap Value, L.P. I By: Wynnefield Capital Management, LLC, General Partner By: /S/ Nelson Obus Nelson Obus, Managing Member Wynnefield Small Cap Value Offshore Fund, Ltd. By: Wynnefield Capital, Inc. By: /S/ Nelson Obus Nelson Obus, President Channel Partnership II, L.P. By: /S/ Nelson Obus Nelson Obus, General Partner Wynnefield Capital Management, LLC By: /S/ Nelson Obus Nelson Obus, Managing Member Wynnefield Capital, Inc. By: /S/ Nelson Obus Nelson Obus, President /S/ Nelson Obus Nelson Obus, Individually Wynnefield Capital, Inc. Profit Sharing Plan By: /S/ Nelson Obus Nelson Obus, Authorized Signatory

from SC 13G 2 pages Joint Filing Agreement Pursuant to Rule 13d-1(k(1))