AGREEMENT OF HALPERN DENNY III, L.P. AND HALPERN DENNY & COMPANY V, L.L.C PURSUANT TO RULE 13D-1(F) -------------------------

                                                                 EXHIBIT 99.1

                                    AGREEMENT
                                       OF
                             XXXXXXX XXXXX III, L.P.
                                       AND
                        XXXXXXX XXXXX & COMPANY V, L.L.C
                            PURSUANT TO RULE 13D-1(F)
                            -------------------------


         The undersigned hereby agree that the Statement on Amendment No. 2 to
Schedule 13D-A to which this Agreement is annexed as Exhibit 99.1 is filed on
behalf of each of them in accordance with the provisions of Rule 13d-1(f) under
the Securities Exchange Act of 1934, as amended.


                                        XXXXXXX XXXXX III L.P.
                                        By: Xxxxxxx Xxxxx & Company
                                        V, L.L.C., General Partner


                                        By    /s/ Xxxxxxx X. Xxxxx
                                          ----------------------------
                                             Managing Member


                                        XXXXXXX XXXXX & COMPANY V,
                                        L.L.C.


                                        By    /s/ Xxxxxxx X. Xxxxx
                                          ----------------------------
                                              Managing Member