EXHIBIT 10.33

                          EXHIBIT 10.33


                AGREEMENT RE: SCHEDULE 13D FILING

     Pursuant    to    Rule   13d-l(f)  promulgated   under   the

Securities  Exchange  Act  of  1934,  as  amended,  each  of  the

undersigned  agrees that the statement on Schedule 13D  to  which

this Agreement is attached as an exhibit is being filed on behalf

of each of them.

     DATED this 18th day of June 1997.



                                  /s/ Xxxx X. Xxxxxxxx
                                  XXXX X. XXXXXXXX
     
     
                                  CEDAR DEVELOPMENT CO.
     
     
                                  By:  /s/ Xxxx X. Xxxxxxxx
                                       XXXX X. XXXXXXXX
                                  Its: President
     
     
                                  J.B.A. INVESTMENTS, INC.
     
     
                                  By:  /s/ Xxxx X. Xxxxxxxx
                                       XXXX X. XXXXXXXX
                                  Its: President
     
     
                                  BABY GRAND CORP.
     
     
                                  By:  /s/ Xxxx X. Xxxxxxxx
                                       XXXX X. XXXXXXXX
                                  Its: President
                                                                  
                                               Page 45 of 80 Pages


                                  MURIETTA INVESTORS
     
     
                                  By:  /s/ Xxxx X. Xxxxxxxx
                                       XXXX X. XXXXXXXX
                                  Its: General Partner
     
     
                                  C.B.C. BUILDERS, INC.
     
     
                                  By:  /s/ Xxxx X. Xxxxxxxx
                                       XXXX X. XXXXXXXX
                                  Its: President
                                                                 
                                              Page 46 of 80 Pages