AGREEMENT The undersigned hereby agree in writing pursuant to the provisions of Rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange Act of 1934, as amended, that the Amendment No. 1 to Schedule 13G to which this Agreement is attached is...

                                                                         EXHIBIT

                                    AGREEMENT

         The undersigned hereby agree in writing pursuant to the provisions of
Rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange Act of 1934, as
amended, that the Amendment No. 1 to Schedule 13G to which this Agreement is
attached is filed on behalf of each of the undersigned.

Dated: February 13, 2002

                                      /s/ Xxxxxxx X. Xxxxxx
                                      ------------------------------------------
                                      Xxxxxxx X. Xxxxxx


                                      XXXXXXX X. XXXXXX LIVING TRUST
                                      DATED JULY 31, 1991


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