Exhibit 1

                             JOINT FILING AGREEMENT

      WHEREAS, the undersigned (collectively, the "Reporting Persons") from time
to time make filings with the Securities and Exchange Commission pursuant to
Regulation 13D-G under the Securities Exchange Act of 1934, as amended; and

      WHEREAS, the Reporting Persons prefer to make joint filings on behalf of
all Reporting Persons rather than individual filings on behalf of each of the
Reporting Persons;

      NOW, THEREFORE, the undersigned hereby agree as follows with each of the
other Reporting Persons:

      1. Each of the Reporting Persons is individually eligible to make joint
filings.

      2. Each of the Reporting Persons is responsible for timely making joint
filings and any amendments thereto.

      3. Each of the Reporting Persons is responsible for the completeness and
accuracy of the information concerning such person contained in joint filings.

      4. None of the Reporting Persons is responsible for the completeness or
accuracy of the information concerning the other Reporting Persons contained in
joint filings, unless such person knows or has reason to believe that such
information is inaccurate.

      5. This Joint Filing Agreement amends, restates and supersedes the Joint
Filing Agreement dated July 5, 2006 by and among the undersigned, D3 Children's
Fund, L.P. and D3 Family Retirement Fund, L.P.


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      6. The undersigned agree that each joint filing made on or after the date
hereof will be, and any amendment thereto will be, made on behalf of each of the
Reporting Persons.


                                D3 Family Fund, L.P., and D3 Bulldog Fund, L.P.

                                By: Nierenberg Investment Management
                                     Company, Inc.

                                Its: General Partner

July 24, 2006                   By:
                                -------------------------------------------
                                David Nierenberg, President


                                DIII Offshore Fund, L.P.

                                By: Nierenberg Investment Management
                                     Offshore, Inc.

                                Its: General Partner

July 24, 2006                   By:
                                -------------------------------------------
                                David Nierenberg, President


                                Nierenberg Investment Management
                                     Company, Inc.


July 24, 2006                   By:
                                -------------------------------------------
                                David Nierenberg, President


                                Nierenberg Investment Management
                                     Offshore, Inc.

July 24, 2006                   By:
                                -------------------------------------------
                                David Nierenberg, President


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