1 EXHIBIT 99.1

   1
                                  EXHIBIT 99.1


         AGREEMENT dated as of February 12, 1996 among Tweedy, Xxxxxx Company
L.P., a Delaware limited partnership ("TBC"), TBK Partners, L.P., a Delaware
limited partnership ("TBK"), and Vanderbilt Partners L.P., a Delaware limited
partnership ("Vanderbilt").


                                  WITNESSETH:

         WHEREAS, TBC, TBK and Vanderbilt may be deemed to have acquired, in
the aggregate, beneficial ownership of more than five percent of the Common
Stock (the "Common Stock") of Matrix Service Company (the "Company")  and

         WHEREAS, pursuant to Rule 13d-1 under the Securities Exchange Act of
1934 (the "Act"), a Statement on Schedule 13D must be filed by any person who
acquires more than five percent of registered equity securities; and

         WHEREAS, in accordance with Rule 13d-1(f) of the Act, only one such
Statement need be filed whenever two or more persons are required to file such
a Statement pursuant to Section 13(d) of the Act with respect to the same
securities, provided that said persons agree in writing that such Statement is
filed on behalf of each of them.

         NOW, THEREFORE, in consideration of the premises and mutual agreements
herein contained, the parties hereto agree as follows:

         TBC, TBK and Vanderbilt do hereby agree, in accordance with Rule
13d-1(f) under the Act, to file one Statement on Schedule 13D relating to their
ownership of the Common Stock, and do hereby further agree that said Statement
shall be filed on behalf of each of TBC, TBK and Vanderbilt.  Nothing herein,
however, shall be, or shall be deemed to be, an admission that the parties
hereto, or any of them, are members of a "group" (within the meaning of Section
13(d) of the Act and the rules and regulations promulgated thereunder) with
respect to any securities of the Company.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.


TWEEDY, XXXXXX COMPANY L.P.                        VANDERBILT PARTNERS, L.P.



By __________________________                      By __________________________
   Xxxxxxxxxxx X. Xxxxxx                              Xxxxxxxxxxx X. Xxxxxx
   General Partner                                    General Partner


TBK PARTNERS, L.P.



By __________________________
   Xxxxxxxxxxx X. Xxxxxx
   General Partner