EXHIBIT 1

JOINT FILING AGREEMENT

     In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13G (including amendments thereto) with regard to the common shares of Orion Acquisition Corp. II and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of December 23, 2004.

WS CAPITAL, L.L.C.
By:	/s/ Reid S. Walker
	Reid S. Walker, Member
WS CAPITAL MANAGEMENT, L.P.
By:	WS Capital, L.L.C., its general partner
By:	/s/ Reid S. Walker
	Reid S. Walker, Member
WALKER SMITH CAPITAL, L.P.
By:	WS Capital Management, L.P., its general partner
By:	WS Capital, L.L.C., its general partner
By:	/s/ Reid S. Walker
	Reid S. Walker, Member
WALKER SMITH CAPITAL (Q.P.), L.P.
By:	WS Capital Management, L.P., its general partner
By:	WS Capital, L.L.C., its general partner
By:	/s/ Reid S. Walker
	Reid S. Walker, Member
WALKER SMITH INTERNATIONAL FUND, LTD.
By:	WS Capital Management, L.P., its agent and attorney-in-fact
By:	WS Capital, L.L.C., its general partner
By:	/s/ Reid S. Walker
	Reid S. Walker, Member
WSV MANAGEMENT, L.L.C.
By:	/s/ Reid S. Walker
	Reid S. Walker, Member

WS VENTURES MANAGEMENT, L.P.
By:	WSV Management, L.L.C., its general partner
By:	/s/ Reid S. Walker
	Reid S. Walker, Member
WS OPPORTUNITY FUND, L.P.
By:	WS Ventures Management, L.P., its general partner
By:	WSV Management, L.L.C., its general partner
By:	/s/ Reid S. Walker
	Reid S. Walker, Member
WS OPPORTUNITY FUND (Q.P.), L.P.
By:	WS Ventures Management, L.P., its general partner
By:	WSV Management, L.L.C., its general partner
By:	/s/ Reid S. Walker
	Reid S. Walker, Member
WS OPPORTUNITY FUND INTERNATIONAL, LTD.
By:	WS Ventures Management, L.P., its agent and attorney-in-fact
By:	WSV Management, L.L.C., its general partner
By:	/s/ Reid S. Walker
	Reid S. Walker, Member
/s/ Reid S. Walker
REID S. WALKER
/s/ G. Stacy Smith
G. STACY SMITH
/s/ Patrick P. Walker
PATRICK P. WALKER
/s/ Steven R. Becker
STEVEN R. BECKER