EXHIBIT 1

JOINT FILING AGREEMENT
dated May 19, 2005
Re: Joint Filing of Schedule 13D

This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date with respect to the beneficial ownership of the undersigned of Common Stock, par value $0.001 per share, of Polaroid Holding Company is being, and any and all further amendments to the Schedule 13D may be, filed on behalf of each of the undersigned.

In accordance with Rule 13d-1(h) of the Securities Exchange Act of 1934, as amended, the undersigned agree that

	(i) each of them is individually eligible to use the Schedule 13D attached hereto;

	(ii) the attached Schedule 13D is filed on behalf of each of them; and

(iii) each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information therein concerning itself; but none of them is responsible for the other persons making the filing, unless it knows or has reason to believe that such information is inaccurate.

This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same instrument.

	ONE EQUITY PARTNERS LLC

	By:	/s/ RICHARD M. CASHIN, JR.

	Name:	Richard M. Cashin, Jr.
	Title:	President

	OEP CO-INVESTORS LLC

	By:	/s/ RICHARD M. CASHIN, JR.

	Name:	Richard M. Cashin, Jr.
	Title:	Authorized Signatory

	OEP HOLDING CORPORATION

	By:	/s/ RICHARD M. CASHIN, JR.

	Name:	Richard M. Cashin, Jr.
	Title:	President

	BANK ONE INVESTMENT CORPORATION

	By:	/s/ RICHARD M. CASHIN, JR.

	Name:	Richard M. Cashin, Jr.
	Title:	Chairman and President

	JPMORGAN CAPITAL CORPORATION

	By:	/s/ RICHARD M. CASHIN, JR.

	Name:	Richard M. Cashin, Jr.
	Title:	President

	BANC ONE FINANCIAL LLC

	By:	/s/ HEIDI G. MILLER

	Name:	Heidi G. Miller
	Title:	Chairman and President

	JPMORGAN CHASE & CO.

	By:	/s/ JAY MANDELBAUM

	Name:	Jay Mandelbaum
	Title:	Executive Vice President

POLAROID HOLDING CO SC 13D/A