AGREEMENT REGARDING JOINT FILING OF SCHEDULE 13D ------------------------------------------------ The undersigned agree that the Amendment to the Statement on Schedule 13D to which this Agreement is attached is filed on behalf of each pursuant to Rule...

               AGREEMENT REGARDING JOINT FILING OF SCHEDULE 13D
               ------------------------------------------------


     The undersigned agree that the Amendment to the Statement on Schedule 13D
to which this Agreement is attached is filed on behalf of each pursuant to Rule
13d-1(f)(iii).  This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which shall together
constitute an instrument.

Dated:  January 28, 1997


                                        By:  /s/  Xxxxxx X. Xxxxxxx, Xx.
                                             -----------------------------------
                                                  Xxxxxx X. Xxxxxxx, Xx.



                                        XXX, XX. INVESTMENTS LIMITED PARTNERSHIP

                                        By:  XXX, Xx. Investments Corporation,
                                             its general partner
                                             By:   /s/  Xxxxxx X. Xxxxxxx, Xx.
                                                   -----------------------------
                                             Its:  Vice President
                                                   -----------------------------