EXHIBIT 7.1 AGREEMENT OF JOINT FILING Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned persons hereby agree to file with the Securities and Exchange Commission, the Statement on Schedule 13D...

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                                                                     EXHIBIT 7.1



                            AGREEMENT OF JOINT FILING


         Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act
of 1934, as amended, the undersigned persons hereby agree to file with the
Securities and Exchange Commission, the Statement on Schedule 13D (the
"Statement") to which this Agreement is attached as an exhibit, and agree that
such Statement, as so filed, is filed on behalf of each of them.

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

         IN WITNESS WHEREOF, the undersigned have executed this Agreement.


Dated: August 22, 0000

                                          XXXXXX VULTURE FUND XIII, LTD.


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


                                          XXXXXXX X. XXXXXXX TRUST


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