AGREEMENT

                                                                       EXHIBIT 1


                                    AGREEMENT


         Pursuant to rule 13d-1(k)(1) under the securities exchange Act of 1934,
as amended, the undersigned hereby agree that only one statement containing the
information required by Schedule 13G need be filed with respect to the ownership
by each of the undersigned of the shares of Common stock of Xxxxxxxx Capital
Corp.

         EXECUTED as a sealed instrument this 21st day of January, 2000.

                                         K Capital I, L.P.

                                         By:  /s/Xxxxxx Xxxxx
                                              ----------------------------------
                                               K Capital Partners, LLC, General
                                               Partner by: Harwich Capital
                                               Partners LLC, its Managing
                                               Members, by Xxxxxx Xxxxx, its
                                               Managing Member

                                         K Capital II, L.P.

                                         By  /s/Xxxxxx Xxxxx
                                              ----------------------------------
                                               K Capital Partners, LLC, General
                                               Partner by: Harwich Capital
                                               Partners LLC, its Managing
                                               Members, by Xxxxxx Xxxxx, its
                                               Managing Member

                                         K Capital Offshore Master Fund
                                         (U..S. Dollar), L.P.

                                         By:  /s/ Xxxxxx Xxxxx
                                              ----------------------------------
                                                K Capital Partners, LLC, General
                                                Partner by: Harwich Capital
                                                Partners LLC, its Managing
                                                Members, by Xxxxxx Xxxxx, its
                                                Managing Member

                                         K Capital Partners, LLC

                                         By:  /s/Xxxxxx Xxxxx
                                              ----------------------------------
                                               Harwich Capital Partners, LLC
                                               by Xxxxxx Xxxxx, its
                                                Managing Member





                                         Harwich Capital Partners, LLC

                                         By:  /s/Xxxxxx Xxxxx
                                              ----------------------------------
                                               Xxxxxx Xxxxx, its
                                                Managing Member

                                         /s/Xxxxxx Xxxxx
                                         ---------------------------------------
                                         Xxxxxx Xxxxx

                                         /s/Xxxxx Xxxxxx
                                         ---------------------------------------
                                         Xxxxx Xxxxxx