AGREEMENT OF GALEN PARTNERS III, L.P., GALEN PARTNERS INTERNATIONAL III, L.P. AND GALEN EMPLOYEE FUND III, L.P. PURSUANT TO RULE 13D-1(F)

                                                                       EXHIBIT A

                                   AGREEMENT
                                       OF
                            XXXXX PARTNERS III, L.P.,
                     XXXXX PARTNERS INTERNATIONAL III, L.P.
                                       AND
                          XXXXX EMPLOYEE FUND III, L.P.
                            PURSUANT TO RULE 13D-1(F)


          The undersigned hereby agree that the Statement on Schedule 13D to
which this Agreement is annexed as Exhibit A is filed on behalf of each of them
in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange
Act of 1934, as amended.

                                        XXXXX PARTNERS III, L.P.
                                        By: Claudius, L.L.C., its
                                        General Partner


                                        By    /s/ Xxxxx X. Xxxxxx
                                          ----------------------------
                                             Managing Member


                                        XXXXX PARTNERS INTERNATIONAL III, L.P.
                                        By: Claudius, L.L.C., its
                                        General Partner


                                        By    /s/ Xxxxx X. Xxxxxx
                                          ----------------------------
                                             Managing Member

                                        XXXXX EMPLOYEE FUND III, L.P.
                                        By: Wesson Enterprises, Inc.,
                                        its General Partner


                                        By     /s/ Xxxxx X. Xxxxxx
                                          ----------------------------
                                             President