JOINT FILING AGREEMENT

EXHIBIT 3

JOINT FILING AGREEMENT

The undersigned hereby agree to jointly file (i) Amendment No. 1 to that certain statement on Schedule 13D, dated December 4, 2003 (the “Amendment”), and (ii) any amendments to the Amendment, in each case with the Securities and Exchange Commission pursuant to the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Joint Filing Agreement may be signed in counterpart copies.

Dated: February 23, 2005		ST. CLOUD CAPITAL PARTNERS, LP
		By:		SCCP, LLC
		Its:		General Partner
		By:		/s/ Xxxxxxxx X. Xxxxxx
		Name:		Xxxxxxxx X. Xxxxxx
		Title:		Senior Managing Member

Dated: February 23, 2005		SCGP, LLC
		By:		/s/ Xxxx Xxxxxxx
		Name:		Xxxx Xxxxxxx
		Title:		Managing Member

Dated: February 23, 2005		ST. CLOUD CAPITAL, LLC
		By:		/s/ Xxxx Xxxxxxx
		Name:		Xxxx Xxxxxxx
		Title:		Managing Member

Dated: February 23, 0000		XXXXXXXX X. XXXXXX
		By:		/s/ Xxxxxxxx X. Xxxxxx
				Xxxxxxxx X. Xxxxxx

Dated: February 23, 2005		XXXX XXXXXXX
		By:		/s/ Xxxx Xxxxxxx
				Xxxx Xxxxxxx

Dated: February 23, 0000		XXXXXXX XXX CAPITAL, L.P.
		By:		/s/ Xxxxxx X. Xxxxx
		Name:		Xxxxxx X. Xxxxx
		Title:		Chairman and Managing Partner

Dated: February 23, 0000		XXXXXXX XXX OFFSHORE, LTD.
		By:		/s/ Xxxxxx X. Xxxxx
		Name:		Xxxxxx X. Xxxxx
		Title:		Chairman and Managing Partner

Dated: February 23, 2005		XXXXXX X. XXXXX
		By:		/s/ Xxxxxx X. Xxxxx
				Xxxxxx X. Xxxxx