Exhibit 1

                                                                       EXHIBIT 1


                                   Exhibit 1

         Amended and Restated Filing Agreement dated February 25, 1998
                       Re: Joint Filing of Schedule 13D

The undersigned hereby agree that:

          (i)   each of them is individually eligible to use the Schedule 13D 
                attached hereto;

          (ii)  the attached Schedule 13D is filed on behalf of each of them;

          (iii) each of them is responsible for the timely filing of such
                Schedule 13D and any amendments thereto, and for the
                completeness and accuracy of the information therein concerning
                himself or itself; but none of them is responsible for the
                completeness and accuracy of the information concerning the
                other persons making the filing, unless he or it knows or has
                reason to believe that such information is inaccurate.


                                                 399 VENTURE PARTNERS, INC. 
                                                                            
                                                 By: /s/ Xxxx X. Xxxxxx XX   
                                                     ---------------------------
                                                 Name:   Xxxx X. Xxxxxx XX   
                                                 Title:  Vice President      
                                                                            
                                                 CITIBANK, N.A.             
                                                                            
                                                 By: /s/ Xxxx Xxxx Xxxxxx    
                                                     ---------------------------
                                                 Name:   Xxxx Xxxx Xxxxxx    
                                                 Title:  Managing Director   
                                                                            
                                                                            
                                                 CITICORP                   
                                                                            
                                                 By: /s/ Xxx X. Xxxxxxxx     
                                                     ---------------------------
                                                 Name:   Xxx X. Xxxxxxxx     
                                                 Title:  Vice President