AGREEMENT OF JOINT FILING

                       Exhibit 1 Agreement of Joint Filing

                                    EXHIBIT 1

                            AGREEMENT OF JOINT FILING


                  Pursuant to Rule 13d-1(f) promulgated under the Securities
Exchange Act of 1934, the undersigned persons hereby agree to file with the
Securities and Exchange Commission the Statement on Schedule 13D (the
"Statement") to which this Agreement is attached as an exhibit, and agree that
such Statement, as so filed, is filed on behalf of each of them.

                  IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of December 16, 1999.

                                            G.H.M., INC.

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                                                G.H.M., Inc.

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