Exhibit 1.1

JOINT FILING AGREEMENT

Each of the undersigned hereby acknowledges and agrees, pursuant to the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13D to which this Joint Filing Agreement is attached as an exhibit, and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of the undersigned.

Date:  July 22, 2004	ACMI CORPORATION
	By:	/s/ David J. Pierce
	Name:  David J. Pierce
	Its:  Vice President Finance and Treasurer
Date: July 22, 2004	AMERICAN CYSTOSCOPE MAKERS, INC.
	By:	/s/ David J. Pierce
	Name:  David J. Pierce
	Its: Vice President Finance and Treasurer
Date:  July 22, 2004	FOX PAINE CAPITAL FUND, L.P.
	By:  Fox Paine Capital, LLC
	Its:  General Partner
	By:  Fox Paine & Company, LLC
	Its:  Manager
	By:	/s/ Saul A. Fox
	Name:  Saul A. Fox
	Its:  Member
Date:  July 22, 2004	FOX PAINE & COMPANY, LLC
	By:	/s/ Saul A. Fox
	Name:  Saul A. Fox
	Its: Member
Date:  July 22, 2004	FOX PAINE CAPITAL, LLC
	By:	/s/Saul A. Fox
	Name:  Saul A. Fox
	Its:  Member