Exhibit 99.1 AGREEMENT OF JOINT FILING Each of the undersigned hereby agrees, in accordance with Rule 13d1(l)(1)(iii) under the Securities Exchange Act of 1934, as amended, that this Statement on Schedule 13D, and all further amendments thereto, shall...

                                                           Exhibit 99.1


                       AGREEMENT OF JOINT FILING


     Each   of  the  undersigned  hereby  agrees,  in  accordance   with   Rule
13d1(l)(1)(iii)  under  the  Securities  Exchange Act of 1934, as amended, that
this Statement on Schedule 13D, and all further  amendments  thereto,  shall be
filed on behalf of each of them.


                            SCOGBELL ACQUISITION, L.L.C.
                            By: SCOGBELL AG MANAGER, INC., its Manager


                            By: /S/ XXXXXXX X. XXXXXX
                                Name: Xxxxxxx X. Xxxxxx
                                Title: Director & Vice President


                            By: SCOGBELL SB MANAGER, INC., its Manager


                            By:   /S/ XXXXX XXXXXX
                                Xxxxx Xxxxxx
                                Title:


                            SCOGBELL AG MANAGER, INC.


                            By: /S/ XXXXXXX X. XXXXXX
                                Name: Xxxxxxx X. Xxxxxx
                                Title: Director & Vice President


                            XXXX X. XXXXXX


                            /S/ XXXX X. XXXXXX
                            Xxxx X. Xxxxxx


                            XXXXXXX X. XXXXXX


                            /S/ XXXXXXX X. XXXXXX
                            Xxxxxxx X. Xxxxxx




                            XXXXXX, XXXXXX & CO., L.P.
                            By: AG PARTNERS, L.P., its General Partner


                            By: /S/ XXXXXXX X. XXXXXX
                                Name: Xxxxxxx X. Xxxxxx
                                Title: General Partner


                            AG PARTNERS, L.P.


                            By: /S/ XXXXXXX X. XXXXXX
                                Name: Xxxxxxx X. Xxxxxx
                                Title: General Partner


                            AG CLASS A SCOGBELL ACQUISITION, L.L.C.
                            By: SCOGBELL AG MANAGER, INC., its Manager


                            By: /S/ XXXX XXXXXXXX
                                Name: Xxxx Xxxxxxxx
                                Title: Vice President


                            AG CLASS B SCOGBELL ACQUISITION, L.L.C.
                            By: SCOGBELL AG MANAGER, INC., its Manager


                            By: /S/ XXXX XXXXXXXX
                                Name: Xxxx Xxxxxxxx
                                Title: Vice President


                            SCOGBELL SB MANAGER, INC.


                            By:   /S/ XXXXX XXXXXX
                                Xxxxx Xxxxxx
                                Title: President


                            XXXXX XXXXXX


                            /S/ XXXXX XXXXXX
                            Xxxxx Xxxxxx

                                    2


                            XXXXXX XXXXXXXX


                            /S/ XXXXXX XXXXXXXX
                            Xxxxxx Xxxxxxxx


                            XXXXXXX CAPITAL MANAGEMENT, L.P.
                            By: S&E PARTNERS, L.P., its General Partner
                            By: XXXXXXX, INC., its General Partner


                            By: /S/ XXXXX XXXXXX
                                Name: Xxxxx Xxxxxx
                                Title: President


                            S&E PARTNERS, L.P.
                            By: XXXXXXX, INC., its General Partner


                            By: /S/ XXXXX XXXXXX
                                Name: Xxxxx Xxxxxx
                                Title: President


                            XXXXXXX, INC.


                            By: /S/ XXXXX XXXXXX
                                Name: Xxxxx Xxxxxx
                                Title: President


                            SCOGBELL SB MEMBER, L.L.C.
                            By: XXXXXXX, INC., its Manager


                            By: /S/ XXXXX XXXXXX
                                Name: Xxxxx Xxxxxx
                                Title: President


                                      3