Exhibit 2
JOINT FILING AGREEMENT
----------------------
AND POWER OF ATTORNEY
---------------------
In accordance with Rule 13d-1(f) under the Securities
Exchange Act of 1934, the persons named below agree to the joint
filing on behalf of each of them of a Statement on Schedule 13D
(including exhibits and thereto) with respect to the acquisition
of, or the right to acquire, the Common Stock of Q-Med, Inc. a
Delaware corporation. This Agreement shall be included as an
Exhibit to such joint filing. In evidence thereof, each of the
undersigned, being duly authorized, hereby executes this
Agreement as of the 23rd day of November, 1998.
Each person whose signature appears below hereby constitutes
and appoints Xxxxx X. Xxxxxx as his or its true and lawful
attorney-in-act and agent, with full power and authority,
including power of substitution and resubstitution, and in his or
its name, place and stead in any and all capacities, to execute
in the name of each such person, and to file, with all exhibits
thereto and other documents in connection therewith, with the
Securities and Exchange Commission, any and all amendments to
this Statement on Schedule 13D as such attorney-in-fact and
agent, or its substitutes, executing such amendments deem
necessary or advisable to enable each person whose signature
appears below to comply with the Securities Exchange Act of 1934
and any rules, regulations and requirements of the Securities and
Exchange Commission in respect thereof, granting to said
attorney-in-fact, agents and substitutes full power and authority
to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all
intends and purposes as they might or cold do in person, and does
hereby ratify and confirm all that such attorney-in-fact, agents
or substitutes, or any of the separately, may lawfully do os
cause to b done by virtue thereof.
XXXXX PARTNERS III, L.P.
By: Claudius, L.L.C.
By: /s/ Xxxxx X. Xxxxxx
-----------------------------
Senior Managing Member
XXXXX PARTNERS
INTERNATIONAL III, L.P.
By: Claudius, L.L.C.
By: /s/ Xxxxx X. Xxxxxx
-----------------------------
Senior Managing Member
-16-
XXXXX EMPLOYEE FUND III, L.P.
By: Wesson Enterprises, Inc.
By: /s/ Xxxxx X. Xxxxxx
-----------------------------
President
/s/ Xxxxxxx X. Xxxxx
--------------------------------
XXXXXXX X. XXXXX
/s/ Xxxxx X. Xxxxxx
--------------------------------
XXXXX X. XXXXXX
/s/ L. Xxxx Xxxxxxxxx
--------------------------------
L. XXXX XXXXXXXXX
/s/ Xxxxx Xxxxx
--------------------------------
XXXXX XXXXX
/s/ Xxxxx Xxxxxxxxxxx
--------------------------------
XXXXX XXXXXXXXXXX
/s/ Xxxxxx Xxxxxx
--------------------------------
XXXXXX XXXXXX
CLAUDIUS, L.L.C.
By: /s/ Xxxxx X. Xxxxxx
------------------------------
Senior Managing Member
WESSON ENTERPRISES, INC.
By: /s/ Xxxxx X. Xxxxxx
------------------------------
President
-17-
