AGREEMENT OF JOINT FILING

                                   EXHIBIT 99

                            AGREEMENT OF JOINT FILING

         In accordance with Rule 13d-1(k) under the Securities and Exchange Act
of 1934, as amended, the undersigned hereby agree to the joint filing on behalf
of each of them of a Statement on Schedule 13G, and any amendments thereto, with
respect to the Common Stock, $.01 par value per share, of XXXX.XXX, Inc. and
that this agreement be included as an Exhibit to such filing.

         This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original and all of which together shall be
deemed to constitute one and the same agreement.

         IN WITNESS WHEREOF, each of the undersigned hereby executes this
Agreement as of February 3, 2000.


                                        ORCHARD/JFAX INVESTORS, LLC


                                        By: /s/ Xxxxxxx X. Xxxxxxx
                                            --------------------------
                                            Xxxxxxx X. Xxxxxxx
                                            Manager



                                        XXXXXXX X. XXXXXXX

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



                                        XXXXXXX FAMILY FOUNDATION

                                        /s/ Xxxxxxx X. Xxxxxxx
                                        ----------------------------
                                        Xxxxxxx X. Xxxxxxx
                                        Trustee