MANAGEMENT SERVICES AND VENDOR AGREEMENT
THIS
MANAGEMENT SERVICES AND VENDOR AGREEMENT is made and entered into as
of
December 27,
2006 by
and among Sutioc Enterprises, Inc., a Nevada corporation(“Sutioc”
or the
“Company”)
and
IElement Corporation, a Nevada corporation (together with its permitted
assignees, the “Vendor”).
WHEREAS,
the Company is the Manager for US Wireless Online, Inc. (“US Wireless”) and
pursuant to such Management Agreement provides certain management and
administrative services;
WHEREAS,
as Manager for US Wireless, the Company is empowered to hire service providers
and vendors and to outsource certain of its duties and
responsibilities;
WHEREAS,
Vendor is in the same or substantially same business as US Wireless, has
effective back office operations and is accordingly, uniquely qualified to
provide the services herein; and
WHEREAS,
the Company desires to retain the Vendor to act as a Vendor and provide certain
management services to the Company, in its capacity as Manager for US Wireless
and to US Wireless and its subsidiaries on the terms and conditions hereinafter
set forth, and the Vendor wishes to be retained to provide such
services;
NOW
THEREFORE, in consideration of the mutual agreements herein set forth, the
parties hereto agree as follows:
SECTION
1.
DEFINITIONS.
The
following terms have the meanings assigned them:
“Agreement”
means
this Management Services and Vendor Agreement, as amended from time to
time.
“Company
Account”
has
the
meaning set forth in Section 5 hereof.
“Company
Indemnified Party”
has
the
meaning set forth in Section 11(b) hereof.
“Expenses”
has
the
meaning set forth in Section 9(a).
“Governing
Instruments”
means,
with regard to any entity, the articles of incorporation and bylaws in the
case
of a corporation, certificate of limited partnership (if applicable) and
the partnership agreement in the case of a general or limited partnership,
the
articles of formation and the operating agreement in the case of a limited
liability company, the trust instrument in the case of a trust, or similar
governing documents, in each case as amended from time to time.
“Indemnified
Party”
has
the
meaning set forth in Section 11(a) hereof.
“Person”
means
any individual, corporation, partnership, joint venture, limited liability
company, estate, trust, unincorporated association, any federal, state, county
or municipal government or any bureau, department or agency thereof and any
fiduciary acting in such capacity on behalf of any of the
foregoing.
“Subsidiary”
means
any subsidiary of the Company; any partnership, the general partner of which
is
the Company or any subsidiary of the Company; and any limited liability company,
the managing member of which is the Company or any subsidiary of the Company.
SECTION
2.
APPOINTMENT AND DUTIES OF THE VENDOR.
(a)
The
Company hereby appoints the Vendor to perform certain services, generally known
as “back office services” for the Company in its capacity as Manager for US
Wireless and for US Wireless subject to the further terms and conditions set
forth in this Agreement and the Vendor hereby agrees to use its commercially
reasonable efforts to perform each of the duties set forth herein. During the
term of this Agreement, the Vendor shall provide, or cause another Person or
Persons to provide, the services as set forth in this Agreement, provided that,
in the event the Vendor causes another Person or Persons to provide any of
the
services required to be provided by the Vendor hereunder, it will first obtain
the express written permission of the Company.
(b)
The
Vendor will be responsible for the back office functions of the Company in
its
capacity of Manager for US Wireless and for US Wireless, including, without
limitation:
(i)
handling standard back office functions for the Company such as billing clients,
collecting receivables, customer service, accounts payables, vendor agreements
and the like;
(ii)
providing general operational and bookkeeping support;
(iv)
providing
vendor administration, including locating and recommending vendor relationships;
provided however, the Vendor shall have no authority to bind the Company or
Sutioc to any contractual relationship;
(v)
providing such other business consultation and support as may be reasonably
requested from time to time; and
(c)
Limitations on Powers of Vendor:
(i)
the
Vendor shall have no power to bind the Company or US Wireless into any contract
or agreements without the express written consent of either the Company or
US
Wireless, as appropriate;
(ii)
the
Vendor shall not incur any debt on behalf of either the Company or US Wireless
without the express written consent of either the Company or US Wireless, as
appropriate;
SECTION
3.
ADDITIONAL ACTIVITIES OF THE VENDOR.
(a)
Nothing in this Agreement shall prevent the Vendor or any of its Affiliates,
officers, directors or employees, from engaging in other businesses or from
rendering services of any kind to any other Person, whether or not the business
activities of any such other Person or entity are similar to or compete with
those of the Company or US Wireless.
(b)
Directors, officers, employees and agents of the Vendor or Affiliates of the
Vendor may serve as directors, officers, employees, agents, nominees or
signatories for the Company, US Wireless or any Subsidiary. When executing
documents or otherwise acting in such capacities, such Persons shall use their
respective titles in the Company.
(c)
The
Company (including the Board of Directors) agrees to take all actions
reasonably required to permit and enable the Vendor to carry out its duties
and
obligations under this Agreement. If the Vendor is not able to provide a
service, or in the reasonable judgment of the Vendor it is not prudent to
provide a service, without the approval of the Board of Directors of Sutioc
or
US Wireless, then the Vendor shall be excused from providing such service (and
shall not be in breach of this Agreement) until the applicable approval has
been obtained.
SECTION
4.
AGENCY.
Subject
to the terms herein, the Vendor shall act as agent of the Company in performing
its services hereunder.
SECTION
5.
BANK
ACCOUNTS.
The
Vendor may establish and maintain one or more bank accounts for the purpose
of
performing its functions hereunder, including collection of accounts
receivables, and may collect and deposit funds into any such Account or
Accounts, and disburse funds from any such Account or Accounts, in accordance
with the terms of this Agreement. Any such accounts shall clearly indicate
that
they are for the benefit of the Company and/or US Wireless and shall be
segregated from any other accounts of the Vendor. The Vendor shall from time
to
time render appropriate accountings of such collections and payments to the
Company and US Wireless and, upon request, to the auditors of the Company and
US
Wireless or any Subsidiary.
SECTION
6.
RECORDS; CONFIDENTIALITY.
The
Vendor shall maintain appropriate books of accounts and records relating to
services performed under this Agreement, and such books of account and records
shall be accessible for inspection by representatives of the Company, US
Wireless or any Subsidiary at any time during normal business hours upon one
(1) business day’s advance written notice. The Vendor shall keep
confidential any and all information obtained in connection with the services
rendered under this Agreement and shall not disclose any such information (or
use the same except in furtherance of its duties under this Agreement) to
nonaffiliated third parties except (i) with the prior written consent of
the Company or US Wireless, (ii) to legal counsel, accountants and other
professional advisors; (iii) to appraisers, financing sources and others in
the ordinary course of the business; (iv) to governmental officials having
jurisdiction over the Company; (v) in connection with any governmental or
regulatory filings of the Vendor; or (vi) as required by law or legal
process to which the Vendor or any Person to whom disclosure is permitted
hereunder is a party
provided,
however,
that
the Vendor shall require such third parties to agree to maintain the
confidentiality of all such information disclosed. The foregoing shall not
apply
to information which has previously become publicly available through the
actions of a Person other than the Vendor not resulting from the Vendor’s
violation of this Section 6. The provisions of this Section 6 shall
survive the expiration or earlier termination of this Agreement for a period
of
one year.
SECTION
7.
OBLIGATIONS OF VENDOR; RESTRICTIONS.
(a)
The
Vendor shall refrain from any action that, in its sole judgment made in good
faith, would violate any law, rule or regulation of any governmental body or
agency having jurisdiction over the Company, US Wireless or any Subsidiary
or
that would otherwise not be permitted by their Articles of Incorporation or
Bylaws. If the Vendor is requested to take any such action by the Company or
US
Wireless, the Vendor shall promptly notify the requesting party of the Vendor’s
judgment that such action would violate any such law, rule or regulation or
the
Articles of Incorporation or Bylaws. Notwithstanding the foregoing, the Vendor,
its directors, officers, stockholders and employees shall not be liable to
the
Company, US Wireless or any Subsidiary, the Board of Directors, or the Company’s
members, for any act or omission by the Vendor, its directors, officers,
stockholders or employees except as provided in Section 11 of this
Agreement.
SECTION
8.
COMPENSATION.
(a)
The
Vendor shall be paid, and Vendor shall accept as payment for the full
performance of its duties hereunder in the amount of no less than $20,000 per
month. This amount will be re-evaluated after the first 30 days.
(b)
The
Vendor shall be reimbursed for all reasonably incurred expenses paid in the
performance of its duties hereunder.
(c)
Payment of the Fee shall be due no later than the fifteenth (15th) day
of the month following the last day of the month in which services were rendered
by Vendor hereunder.
(d)
The
Vendor is expressly authorized to deduct all compensation due it, including
expense reimbursement, from any funds collected on behalf of the Company or
US
Wireless in performance of this Agreement, subject to the compliance by Vendor
with all reporting and accounting requirements contained in this
Agreement.
(e)
Following the expiration or other termination of this Agreement for any reason,
Vendor shall continue to be entitled to receive the Fee for services provided
prior to the expiration or other termination of this Agreement but for which
collections are actually received following such expiration or other termination
of this Agreement.
SECTION
9.
EXPENSES OF THE COMPANY AND US WIRELESS.
The
Company or US Wireless as appropriate shall pay all of its expenses and shall
reimburse the Vendor and its Affiliates for documented expenses of the Vendor
and its Affiliates incurred on its behalf (collectively, the “
Expenses”)
in the
performance of its duties hereunder. Expenses include all costs and expenses
which are expressly designated elsewhere in this Agreement, together with the
following:
(a)
costs
associated with the establishment and maintenance of any credit facilities
and
other indebtedness of the Company (including commitment fees, accounting fees,
reasonable legal fees, closing and other costs) ;
(b)
expenses connected with bookkeeping and clerical work necessary in maintaining
customer service relations;
(c)
the
allocable costs associated with any computer software or hardware, electronic
equipment or purchased information technology services from third party vendors
that is used for the Company or US Wireless;
(d)
reasonable expenses incurred by managers, officers, employees and agents of
the
Vendor and its Affiliates for travel on the Company’s or US Wireless’ behalf and
other reasonable out-of-pocket expenses;
(e)
costs
and expenses incurred in contracting with third parties, including Affiliates
of
the Vendor, for the servicing and special servicing of assets of the Company
or
US Wireless, subject to the prior approval of either the Company or US Wireless
as appropriate;
(f)
all
other expenses actually incurred by the Vendor or its Affiliates which are
reasonably necessary for the performance by the Vendor of its duties and
functions under this Agreement.
The
provisions of this Section 9 shall survive the expiration or earlier
termination of this Agreement to the extent such expenses have previously been
incurred or are incurred in connection with such expiration or
termination.
SECTION
10.
CALCULATIONS OF EXPENSES.
The
Vendor shall prepare a statement documenting the Expenses incurred by the Vendor
on behalf of the Company and US Wireless during each calendar month, and shall
deliver such statement to the Company within 20 days after the end of each
calendar month. Expenses incurred by the Vendor on behalf of the Company or
US
Wireless shall be reimbursed by the Company to the Vendor on the first business
day of the month immediately following the date of delivery of such statement.
The provisions of this Section 10 shall survive the expiration or earlier
termination of this Agreement.
SECTION
11.
LIMITS OF VENDOR RESPONSIBILITY; INDEMNIFICATION.
(a)
The
Vendor assumes no responsibility under this Agreement other than to render
the
services called for under this Agreement in good faith and shall not be
responsible for any action of the Company or US Wireless in following or
declining to follow any advice or recommendations of the Vendor. The Vendor,
its
stockholders, directors, officers, employees and Affiliates will not be liable
to the Company, US Wireless or any Subsidiary, or any Subsidiary’s stockholders,
for any acts or omissions by the Vendor, its members, managers, officers,
employees or Affiliates, pursuant to or in accordance with this Agreement,
except by reason of acts constituting gross negligence, bad faith, willful
misconduct, fraud or knowing violation of criminal law in the performance of
the
Vendor’s duties under this Agreement. The Company shall, to the fullest extent
lawful, reimburse, indemnify, defend and hold the Vendor, its stockholders,
directors, officers, employees and Affiliates (each, an “
Indemnified Party”),
harmless of and from any and all expenses, losses, damages, liabilities,
demands, charges and claims of any nature whatsoever (including reasonable
attorneys’ fees) (“
Losses”)
in
respect of or arising from any acts or omissions of such Indemnified Party
made
in good faith in the performance of the Vendor’s duties under this Agreement and
not constituting such Indemnified Party’s gross negligence, bad faith, willful
misconduct, fraud or knowing violation of criminal law in the performance of
the
Vendor’s duties under this Agreement.
(b)
The
Vendor shall, to the full extent lawful, reimburse, indemnify and hold the
Company, US Wireless its stockholders, directors, officers and employees and
its
affiliates (each, a “Company
Indemnified Party”),
harmless of and from any and all Losses in respect of or arising from the
Vendor’s gross negligence, bad faith, willful misconduct, fraud or knowing
violation of criminal law in the performance of its duties under this Agreement
or any claims by Vendor’s or its Affiliates’ employees relating to the terms and
conditions of their employment.
(c)
EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 11, THE DEFENSE AND INDEMNITY
OBLIGATIONS IN THIS SECTION 11 SHALL APPLY REGARDLESS OF CAUSE OR OF ANY
NEGLIGENT ACTS OR OMISSION (INCLUDING SOLE NEGLIGENCE, CONCURRENT NEGLIGENCE
OR
STRICT LIABILITY), BREACH OF DUTY (STATUTORY OR OTHERWISE), VIOLATION OF LAW
OR
OTHER FAULT OF ANY INDEMNIFIED PARTY OR COMPANY INDEMNIFIED PARTY, OR ANY
PRE-EXISTING DEFECT;
PROVIDED, HOWEVER,
THAT
THIS PROVISION SHALL IN NO WAY LIMIT OR ALTER ANY QUALIFICATIONS SET FORTH
IN
SUCH DEFENSE AND INDEMNITY OBLIGATIONS EXPRESSLY RELATING TO GROSS NEGLIGENCE,
INTENTIONAL MISCONDUCT OR BREACH OF THIS AGREEMENT.
SECTION
12.
NO
JOINT VENTURE.
Nothing
in this Agreement shall be construed to make the Company and the Vendor partners
or joint venturers or impose any liability as such on either of
them.
SECTION
13.
TERMINATION.
(a)
This
Agreement may be terminated by the Vendor at any time after March 31, 2007
upon
at least 90 days’ advance written notice to the Company.
(b)
This
Agreement may be terminated by the Company upon at least 90 days’ advance
written notice and only upon the full repayment by the Company to the Vendor
of
any and all obligations that the Company may have to Vendor, including but
not
limited to that certain Promissory Note in the principal amount of $900,000
dated December ___. 2006. A breach of this Section 13(b) by the Company shall
be
deemed a breach of that certain Promissory Note.
(d)
If
this Agreement is terminated pursuant to this Section 13, such termination
shall be without any further liability or obligation of either party to the
other, except as provided in Sections 6, 9, 11 and 13(d) of this
Agreement.
SECTION
14.
ASSIGNMENT.
This
Agreement may not be assigned by any party hereto without the prior written
consent of the other party hereto.
Provided
however, nothing in this Section 15, shall prevent the Vendor from failing
to
release any funds which are due to Vendor or to which Vendor has a good faith
claim as due to Vendor in accordance with the terms of this
Agreement.
SECTION
16.
REPRESENTATIONS AND WARRANTIES.
(a)
The
Company hereby represents and warrants to the Vendor as follows:
(i)
The
Company is a corporation duly organized, validly existing and in good standing
under the laws of the State of Nevada, has the corporate power to own its assets
and to transact the business in which it is now engaged and is duly qualified
as
a foreign corporation and in good standing under the laws of each jurisdiction
where its ownership or lease of property or the conduct of its business requires
such qualification, except for failures to be so qualified, authorized or
licensed that could not in the aggregate have a material adverse effect on
the
business operations, assets or financial condition of the Company and its
subsidiaries, taken as a whole.
(ii)
The
Company has the corporate power and authority to execute, deliver and perform
this Agreement and all obligations required hereunder and has taken all
necessary limited corporate action to authorize this Agreement on the terms
and
conditions hereof and the execution, delivery and performance of this Agreement
and all obligations required hereunder. No consent of any other person,
including stockholders or creditors of the Company, and no license, permit,
approval or authorization of, exemption by, notice or report to, or
registration, filing or declaration with, any governmental authority is required
by the Company in connection with this Agreement or the execution, delivery
or
performance of this Agreement and all obligations required hereunder. This
Agreement has been, and each instrument or document required hereunder will
be,
executed and delivered by a duly authorized officer of the Company, and this
Agreement constitutes, and each instrument or document required hereunder when
executed and delivered hereunder will constitute, the valid and binding
obligation of the Company enforceable against the Company in accordance with
its
terms.
(iii)
The
execution, delivery and performance of this Agreement and the documents or
instruments required hereunder will not violate any provision of any existing
law or regulation binding on the Company, or any order, judgment, award or
decree of any court, arbitrator or governmental authority binding on the
Company, or the charter or bylaws of, or any securities issued by, the Company
or of any mortgage, indenture, lease, contract or other agreement, instrument
or
undertaking to which the Company is a party or by which the Company or any
of
its assets may be bound, the violation of which would have a material adverse
effect on the business operations, assets or financial condition of the Company,
and will not result in, or require, the creation or imposition of any lien
on
any of its property, assets or revenues pursuant to the provisions of any such
mortgage, indenture, lease, contract or other agreement, instrument or
undertaking.
(b)
The
Vendor hereby represents and warrants to the Company as follows:
(i)
The
Vendor is a corporation duly organized, validly existing and in good standing
under the laws of the State of Nevada, has the corporate power to own its assets
and to transact the business in which it is now engaged and is duly qualified
to
do business and is in good standing under the laws of each jurisdiction where
its ownership or lease of property or the conduct of its business requires
such
qualification, except for failures to be so qualified, authorized or licensed
that could not in the aggregate have a material adverse effect on the business
operations, assets or financial condition of the Vendor.
(ii)
The
Vendor has the corporate power and authority to execute, deliver and perform
this Agreement and all obligations required hereunder and has taken all
necessary corporate action to authorize this Agreement on the terms and
conditions hereof and the execution, delivery and performance of this Agreement
and all obligations required hereunder. No consent of any other person
including, without limitation, stockholders or creditors of the Vendor, and
no
license, permit, approval or authorization of, exemption by, notice or report
to, or registration, filing or declaration with, any governmental authority
is
required by the Vendor in connection with this Agreement or the execution,
delivery or performance of this Agreement and all obligations required
hereunder. This Agreement has been, and each instrument or document required
hereunder will be, executed and delivered by a
duly
authorized agent of the Vendor, and this Agreement constitutes, and each
instrument or document required hereunder when executed and delivered hereunder
will constitute, the valid and binding obligation of the Vendor enforceable
against the Vendor in accordance with its terms.
(iii)
The
execution, delivery and performance of this Agreement and the documents or
instruments required hereunder, will not violate any provision of any existing
law or regulation binding on the Vendor, or any order, judgment, award or decree
of any court, arbitrator or governmental authority binding on the Vendor, or
the
charter or bylaws of, or any securities issued by, the Vendor or of any
mortgage, indenture, lease, contract or other agreement, instrument or
undertaking to which the Vendor is a party or by which the Vendor or any of
its
assets may be bound, the violation of which would have a material adverse effect
on the business operations, assets or financial condition of the Vendor and
its
subsidiaries, taken as a whole, and will not result in, or require, the creation
or imposition of any lien on any of its property, assets or revenues pursuant
to
the provisions of any such mortgage, indenture, lease, contract or other
agreement, instrument or undertaking.
SECTION
17.
NOTICES.
Unless
expressly provided otherwise in this Agreement, all notices, requests, demands
and other communications required or permitted under this Agreement shall be
in
writing and shall be deemed to have been duly given, made and received when
delivered against receipt or upon actual receipt of (i) personal delivery,
(ii) delivery by reputable overnight courier, (iii) delivery by
confirmed facsimile transmission or (iv) delivery by registered or
certified mail, postage prepaid, return receipt requested, addressed as set
forth below:
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(a)
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If
to the Company:
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Sutioc
Enterprises, Inc.
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00000
Xxxxxxxx Xxxxx Xx Xxx 000
Xxxxx,
XX 00000
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Attention:
Chief Executive Officer
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(b)
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If
to the Vendor:
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IElement
Corporation
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00000
Xxxxxxx Xxxx
Xxx
000, XXX 341
Xxxxxx,
XX 00000
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Attention:
Chief Executive Officer
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Either
party may alter the address to which communications or copies are to be sent
by
giving notice of such change of address in conformity with the provisions of
this Section 19 for the giving of notice.
SECTION
18.
BINDING NATURE OF AGREEMENT; SUCCESSORS AND ASSIGNS.
This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective heirs, personal representatives, successors and permitted
assigns as provided in this Agreement. Each of the Company and the Vendor agrees
that the representations, warrantees, covenants and agreements of the Company
contained herein are made on behalf of the Company and its Subsidiaries for
the
benefit of the Vendor, and the representations, warranties, covenants and
agreements of the Vendor are for the benefit of the Company and its
Subsidiaries.
SECTION
19.
ENTIRE AGREEMENT; AMENDMENT.
This
Agreement contains the entire agreement and understanding among the parties
hereto with respect to the subject matter of this Agreement, and supersedes
all
prior and contemporaneous agreements, understandings, inducements and
conditions, express or implied, oral or written, of any nature whatsoever with
respect to the subject matter of this Agreement. This Agreement may not be
modified or amended other than by an agreement in writing signed by the parties
hereto;
provided,
however,
that
the Company may not, without the prior approval of the Board of Directors,
agree
to any amendment or modification of this Agreement that will adversely affect
the stockholders. Each such instrument shall be reduced to writing
and shall be designated on its face an “Amendment,” “Addendum” or a
“Restatement” to this Agreement.
SECTION
20.
GOVERNING LAW.
THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT
SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE
LAW
OF THE STATE OF TEXAS.
SECTION
21.
NO
WAIVER; CUMULATIVE REMEDIES.
No
failure to exercise and no delay in exercising, on the part of any party hereto,
any right, remedy, power or privilege hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, remedy, power
or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege. The rights, remedies,
powers and privileges herein provided are cumulative and not exclusive of any
rights, remedies, powers and privileges provided by law. No waiver of any
provision hereto shall be effective unless it is in writing and is signed by
the
party asserted to have granted such waiver.
SECTION
22.
COSTS
AND EXPENSES.
Each
party hereto shall bear its own costs and expenses (including the fees and
disbursements of counsel and accountants) incurred in connection with the
negotiations and preparation of and the closing under this Agreement, and all
matters incident thereto.
SECTION
23.
HEADINGS.
The
headings of the sections of this Agreement have been inserted for convenience
of
reference only and shall not be deemed part of this Agreement.
SECTION
24.
COUNTERPARTS.
This
Agreement may be executed in any number of counterparts, each of which shall
be
deemed to be an original as against any party whose signature appears thereon,
and all of which shall together constitute one and the same instrument. This
Agreement shall become binding when one or more counterparts of this Agreement,
individually or taken together, shall bear the signatures of all of the parties
reflected hereon as the signatories.
SECTION
25.
SEVERABILITY.
Any
provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in
any
other jurisdiction.
SECTION
26.
JOINTLY DRAFTED.
This
Agreement, and all the provisions of this Agreement, shall be deemed drafted
by
both of the parties hereto, and shall not be construed against either party
on
the basis of that party’s role in drafting this Agreement.
SECTION
27.
FURTHER ASSURANCES.
In
connection with this Agreement, each party hereto shall execute and deliver
any
additional documents and instruments and perform any additional acts that may
be
necessary or appropriate to effectuate and perform the provisions of this
Agreement.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date
first written above.
Sutioc
Enterpirses, Inc.
By:
/s/
Xxxxxx Xxxxx
Name:
Xxxxxx Xxxxx
Title:
Chief Executive Officer
