AGREEMENT --------- This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date with respect to the beneficial ownership of the undersigned of shares of the common stock of the Company is being...

                                                                EXHIBIT 5
                                                                ---------



                                AGREEMENT
                                ---------


            This will confirm the agreement by and among all the undersigned
that the Schedule 13D filed on or about this date with respect to the beneficial
ownership of the undersigned of shares of the common stock of the Company is
being filed, and all amendments thereto will be filed, on behalf of each of the
entities named below.

Dated:  August 17, 1998

                        Xxxxx X. Xxxxxx Trust - 1998



                        By: /s/Xxxxx X. Xxxxxx
                            -------------------------------------
                            Xxxxx X. Xxxxxx, Trustee



                        Xxxxxxx X. Xxxx Trust - 1998


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


                        Xxxxx X. Xxxxx Trust - 1998



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



                                  





NYFS10...:\80\74780\0003\139\EXH8178P.030











                                  2


NYFS10...:\80\74780\0003\139\EXH8178P.030