EXHIBIT A
AGREEMENT
OF
XXXXX PARTNERS III, L.P.,
XXXXX PARTNERS INTERNATIONAL III, L.P.
AND
XXXXX EMPLOYEE FUND III, L.P.
PURSUANT TO RULE 13D-1(F)
-------------------------
The undersigned hereby agree that the Statement on Schedule 13D to
which this Agreement is annexed as Exhibit A is filed on behalf of each of them
in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange
Act of 1934, as amended.
XXXXX PARTNERS III, L.P.
By: Claudius, L.L.C., its
General Partner
By /s/ Xxxxx X. Xxxxxx
----------------------------
Managing Member
XXXXX PARTNERS INTERNATIONAL III, L.P.
By: Claudius, L.L.C., its
General Partner
By /s/ Xxxxx X. Xxxxxx
----------------------------
Managing Member
XXXXX EMPLOYEE FUND III, L.P.
By: Wesson Enterprises, Inc.,
its General Partner
By /s/ Xxxxx X. Xxxxxx
----------------------------
President