JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) promulgated under the Securities and Exchange Act of 1934, as amended, the undersigned agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with...

                   JOINT FILING AGREEMENT
                              
                              
          In accordance with Rule 13d-1(f) promulgated under
the Securities and Exchange Act of 1934, as amended, the
undersigned agree to the joint filing of a Statement on
Schedule 13D (including any and all amendments thereto) with
respect to the shares of the Class A Common Stock, par value
$0.01 per share, of Xxxx Xxxxx Xxxxxx Corporation, and
further agree that this Joint Filing Agreement be included
as an Exhibit thereto.  In addition, each party to this
Agreement expressly authorizes each other party to this
Agreement to file on its behalf any and all amendments to
such Statement.


Dated:  July 10, 1997

                              XXXXXXX, SACHS & CO.
                              
                              By:   /s/ Xxxxxxx X. Xxxxxxxx
                                  --------------------------
                              Name:   Xxxxxxx X. Xxxxxxxx
                              Title:  Managing Director
                              
                              
                              THE XXXXXXX XXXXX GROUP, L.P.
                              By:  The Xxxxxxx Sachs
                                   Corporation, its general
                                   partner
                              
                              By:   /s/ Xxxxxxx X. Xxxxxxxx
                                  --------------------------
                              Name:   Xxxxxxx X. Xxxxxxxx
                              Title:  Executive Vice President
                             
                             
                              GS ADVISORS, L.P.
                              By:  GS Advisors, Inc., its
                                   general partner


                              By:   /s/ Xxxxxxx X. Xxxxxxxx
                                  --------------------------
                              Name:   Xxxxxxx X. Xxxxxxxx
                              Title:  President
                             
                             
                              GS CAPITAL PARTNERS, L.P.
                              By:  GS Advisors, L.P., its
                                   general partner
                              By:  GS Advisors, Inc., its
                                   general partner

                              By:   /s/ Xxxxxxx X. Xxxxxxxx
                                  --------------------------
                              Name:   Xxxxxxx X. Xxxxxxxx
                              Title:  President
                              
                              
                              STONE STREET FUND 1994, L.P.
                              By:  Stone Street Funding Corp.,
                                   its general partner

                              By:  /s/ Xxxxxxx X. Xxxxxxxx
                                  --------------------------
                              Name:   Xxxxxxx X. Xxxxxxxx
                              Title:  Vice President
                              
                              
                              XXXXXX XXXXXX XXXX 0000, X.X.
                              By:  Stone Street Funding Corp.,
                                   its managing general partner

                              By:  /s/ Xxxxxxx X. Xxxxxxxx
                                  --------------------------
                              Name:   Xxxxxxx X. Xxxxxxxx
                              Title:  Vice President
                             
                             
                             STONE STREET FUNDING CORP.

                              By:  /s/ Xxxxxxx X. Xxxxxxxx
                                  --------------------------
                              Name:   Xxxxxxx X. Xxxxxxxx
                              Title:  Vice President